2012 SEMI-ANNUAL REPORT
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
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. 录
This Semi-Annual Report has been reviewed and approved at the Fourth Session of the
Seventh Board of Directors of the Company.
Due to business reasons, Director Mr.Yuan Yuhui and Director & Executive Vice GM
Mr. Zhang Ning did not attend the meeting and have given their consent to the full
contents of this semi-annual report and appointed Director Mr. Tian Junyan and
Director Mr. Fan Zhaoping respectively as their proxies to attend and speak at the
meeting on their behalf.
Chairman of the Board Mr. Zheng Shaoping, as well as Chief Financial Officer of the
Company Mr. Zhang Jianguo and Financial Manager Ms. Ma Zhihong hereby confirm
that the financial report contained herein is true and complete.
The financial report contained herein has not been audited.
The Semi-Annual Report is written in both English and Chinese.
In case of any discrepancy between the two versions, Chinese version prevails.
PART Ⅰ COMPANY PROFILE ...................................................................................................1
PART Ⅱ CHANGES IN SHARE CAPITAL AND SHAREHOLDERS .....................................2
PART Ⅲ DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT STAFF ..............5
PART Ⅳ REPORT OF THE BOARD OF DIRECTORS ............................................................7
PART Ⅴ SIGNIFICANT EVENTS..............................................................................................13
PARTⅥ FINANCIAL REPORT (SEE ATTACHED, UN-AUDITED).....................................22
PART Ⅶ DOCUMENTS AVAILABLE FOR REFERENCE....................................................22
Semi-Annual Report 2012－Chiwan Wharf
PART Ⅰ COMPANY PROFILE
Ⅰ. Brief Introduction
A. Corporate Information
A-share code 000022 B-share code 200022
A-share abbreviation Chiwan Wharf A B-share abbreviation Chiwan Wharf B
Stock exchange listed with Shenzhen Stock Exchange
Legal Chinese name of the Company 深圳赤湾港航股份有限公司
Abbr. of the legal Chinese name of the
深赤湾
Company
Legal English name of the Company Shenzhen Chiwan Wharf Holdings Limited
Abbr. of the legal English name of the
Chiwan Wharf
Company
Legal representative of the Company Zheng Shaoping
Registered address Chiwan, Shenzhen, P.R.C
Postal code for the registered address 518067
Office address 8/F., Chiwan Petroleum Building, Shenzhen, PRC
Postal code for the office address 518067
Internet website of the Company http://www.szcwh.com
Email address cwh@cndi.com
B. For contact
Company Secretary Securities Affairs Representative
Name Bu Dan Hu Jingjing
Contact address 8/F., Chiwan Petroleum Building, Shenzhen, PRC
Tel. 0755-26694222 0755-26694222
Fax 0755-26684117 0755-26684117
E-mail cwh@cndi.com cwh@cndi.com
C. About information disclosure and where the semi-annual report is placed
Newspapers designated by the Company for information
"Securities Times" and "Ta Kung Pao”
disclosure
Internet website designated by CSRC for disclosing the semi-
http://www.cninfo.com.cn
annual report
Where the semi-annual report is placed Secretariat of the Board of Directors
Ⅱ. Fianacial and Business Highlights
A. Major accounting data and financial indexes
Any retrospective adjustment in previous financial statements?
□ Yes √ No
Unit:Yuan
Major accounting data Jan.-Jun. 2012 Jan.-Jun. 2011 +/-
Revenues 854,104,190 844,983,574 1.08%
Operating profit 365,218,883 403,107,347 -9.40%
Total profit 368,527,624 403,297,147 -8.62%
Net profit attributable to equity holders of the
222,035,234 258,357,428 -14.06%
Company
Net profit attributable to equity holders of the
219,634,546 258,193,085 -14.93%
Company after extraordinary gains and losses
Net cash flow from operating activities 348,987,301 301,380,845 15.80%
As at 30 Jun. 2012 As at 31 Dec. 2011 +/-
Total assets 6,980,962,668 6,540,228,435 6.74%
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Semi-Annual Report 2012－Chiwan Wharf
Total equity attributable to equity holders of the
3,432,061,493 3,467,796,751 -1.03%
Company
Share capital 644,763,730 644,763,730 0.00%
Major financial indexes Jan.-Jun. 2012 Jan.-Jun. 2011 +/-
Basic earnings per share 0.344 0.401 -14.21%
Diluted earnings per share 0.344 0.401 -14.21%
Basic earnings per share after
0.341 0.400 -14.75%
extraordinary gains and losses
Fully diluted return on net assets 6.47% 8.02% -1.55%
Weighted average return on net assets 6.24% 7.78% -1.54%
Fully diluted return on net assets after
6.40% 8.01% -1.61%
extraordinary gains and losses
Weighted average return on net assets
6.17% 7.78% -1.61%
after extraordinary gains and losses
Net cash flow per share arising from
0.541 0.467 15.85%
operating activities
As at 30 Jun. 2012 As at 31 Dec. 2011 +/-
Net assets per share attributable to equity
5.323 5.378 -1.02%
holders of the Company
Asset-liability ratio 40.58% 37.22% 3.36%
B. Accounting data differences under the domestic and overseas accounting standards
1. Net profit and net asset differences between financial reports disclosed according to the international
and Chinese according standards respectively
□Applicable √Inapplicable
2. Net profit and net asset differences between financial reports disclosed according to the overseas and
Chinese accounting standards respectively
□Applicable √Inapplicable
C. Items and amounts of non-recurring gains and losses deducted
√Applicable □Inapplicable
Item Amount (yuan)
Net gains on disposal of non-current assets 1,098,272
Government grants in current year profit 411,252
Other non-operating income/ (expense), net 1,799,217
Minority interests effects (after tax) (716,299)
Tax effects (191,754)
Total 2,400,688
PART Ⅱ CHANGES IN SHARE CAPITAL AND SHAREHOLDERS
Ⅰ. Changes in Share Capital
A. Changes in Share Capital
√Applicable □Inapplicable
Unit: share
Before the change Increase (+)/ decrease (-) After the change
Issue of
Percentage Bonus Reserves Percentag
Number additiona Other Sub-total Number
(%) issue to stocks e (%)
l shares
1.Shares subject to
754,504 0.12% -50,852 -50,852 703,652 0.11%
trading moratorium
a. State-owned shares
b. State-owned legal
person shares
c. Other domestic shares
2
Semi-Annual Report 2012－Chiwan Wharf
Including: Shares held
by domestic 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
754,504 0.12% -50,852 -50,852 703,652 0.11%
management staff
2. Shares not subject to
644,009,226 99.88% 50,852 50,852 644,060,078 99.89%
trading moratorium
a. Ordinary shares
464,789,805 72.09% 0 0 464,789,805 72.09%
denominated in RMB
b. Domestically listed
179,219,421 27.79% 50,852 50,852 179,270,273 27.79%
foreign shares
c. Overseas listed
foreign shares
d. Others
3.Total shares 644,763,730 100% 644,763,730 100%
※ Restricted shares held by some senior management staff changed because the trading moratorium on them was lifted as
these management staff retired.
B. Changes of shares subject to trading moratorium
□ Applicable √ Inapplicable
Ⅱ. Issuance and listing of securites
A. Securities issues in the previous three years
√Applicable □Inapplicable
Name of stock and its Iussing price Number for trading
Date of issuance Number of issuance Public date
derivative security (yuan/share) with approval
Corporate Bond for
26 April 2012 100 500 million (yuan) 1 Jun. 2012 500 million (yuan)
2011 (Phase I)
B.Changes of the Company’s share number and structure, as well as the corresponding changes in its
asset-liability structure
□ Applicable √ Inapplicable
C. Existing employee shares
□ Applicable √ Inapplicable
Ⅲ. Shareholders and actual controller
A. The Company had 37,751 shareholders in total at the end of the reporting period, of which including
28,999 shareholders of A shares, 8,752 shareholders of B shares.
B. Shareholding of the top ten shareholders (all are shareholders no subject to moratorium) (as to 30
June 2012)
Nature of
sharehold Shares no Shares Shares Type of
Shareh
er (holder subject to subject to pledge shares
olding
Name of shareholder (full name) of A trading trading d or (A, B, H
percent
shares or moratorium moratoriu frozen or other
age
holder of (share) m (share) (share) shares)
B shares)
CHINA NANSHAN DEVELOPMENT Holder of
57.52% 370,878,000 0 0 A shares
(GROUP) INC. A shares
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Semi-Annual Report 2012－Chiwan Wharf
Holder of
KEEN FIELD ENTERPRISES LIMITED 8.31% 53,567,385 0 N/A B shares
B shares
CMBLSA RE FTIF TEMPLETON ASIAN Holder of
7.43% 47,914,954 0 N/A B shares
GRW FD GTI 5496 B shares
GOVERNMENT OF SINGAPORE INV. Holder of
0.92% 5,951,444 0 N/A B shares
CORP.- A/C "C" B shares
Holder of
ICBC-BOSERA SELECTION STOCK FUND 0.63% 4,079,823 0 N/A A shares
A shares
Holder of
EMPLOYEES PROVIDENT FUND 0.55% 3,576,266 0 N/A B shares
B shares
OMERS ADMINISTRATION Holder of
0.5% 3,238,309 0 N/A B shares
CORPORATION(SC03) B shares
TEMPLETON CANADA EMERGING MKTS Holder of
0.41% 2,671,924 0 N/A B shares
FUND B shares
Holder of
TEMPLETON ASIAN GROWTH FUND 0.41% 2,648,652 0 N/A B shares
B shares
FTIF-TEMPLETON EMERGING MKT Holder of
0.39% 2,522,279 0 N/A B shares
SMALLER COMPANIES FUND B shares
Except Keen Field Enterprises Limited, China Nanshan Development (Gr
oup) Inc. (hereinafter referred to as “CND”) does not have any relations w
Explanation on associated relationship among
ith the shareholders holding shares not subject to trading moratorium. The
the top ten shareholders:
Company does not know if there are any inter-relations among other
shareholders holding shares not subject to trading moratorium.
C. Controlling shareholders and actual controller
1. Change of the controlling shareholder and actual controller
□ Applicable √ Inapplicable
2. Particulars about the controlling shareholders and actual controller
Is there a new actual controller?
□ Yes √ No
Particulars about controller shareholder of the Company:
Name of actual controller: China Nanshan Development (Group) Incorporation
Legal representative: Fu Yuning
Business scope: land development, development of port transportation, and accordingly with the
development of industry, business, property, tourism and operation of bonded storage area etc..
Registered capital: RMB 900 million
Particulars about actual controller of the Company:
Name of actual controller: China Merchants Group
Legal representative: Fu Yuning
Business scope: lease and agency of water/land passenger-cargo transportation, water/land conveyance
and facilities; investment and management of port and storage business; salvage, refloatation and
tugboat; industrial production; contruction, repairing, checking and marketing of shipping, offshore
petroleum drilling equipment; repairing and checking of drilling platform and drilling container; overall
contracting of water/land construction projects and the related offshore petroleum development projects,
and their construction organization and logistic services; procurement, supply and sale of water/land
communication and transportaion equipment; export and import business of transportation; investment
and management of finance, insurance, trust, securities, futures business; investment and management
of tourism, hotels, catering services and relevant service; real estate development, management and
consultancy of property; investment and management of petroleum and chemical industry; investment
and operation of infrastructure of communication; overseas assets management. Development and
management of Shenzhen Shekou Industrial Zone and Fujian Zhangzhou Development Zone.
Regitered capital: RMB 10.05 billion
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Semi-Annual Report 2012－Chiwan Wharf
3. Illustration on the relationship between the Company and its controller
State-Owned Assets Supervision
and Administration Commission
of the State Council
100％
China Merchants State-Owned State-Owned China
Group Assets Assets National
55.14％ Supervision and Supervision and Offshore
Administration Administration Oil
Commission of Commission of Corporation
Shenzhen the People’s
China Merchants Municipal Government of
Holdings Government Guangdong
(International) Province
Company Limited
100％ 100％ 100％ 100％
China Silverflow Shenzhen Guangdong China China HK
Merchants Co., Ltd. Investment Guangye National Ocean Clifford
(Nanshan) Holdings Investment Offshore Oilfields Wong
Holdings Co., Ltd. Holdings Oil Services Investme
Ltd Limited Investme (Hong nt Co.,
nt Co., Kong) Ltd
Ltd Limited
(COOS)
36.52% 0.50% 26.10% 23.49% 7.83% 1.64% 3.92%
China Nanshan Development (Group) Incorporation
57.52%
14.58% 27.90%
Public A Shares Shenzhen Chiwan Wharf Holdings Limited Public B Shares
D.The actual controller controls the Company via trust or other ways of asset management
□ Applicable √ Inapplicable
Ⅳ. Other corporate shareholders with shareholding over 10%
□ Applicable √ Inapplicable
PART Ⅲ DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT STAFF
Ⅰ. Shareholding changes of directors, supervisors and senior management in the reporting period
Unit: share
Receives
Shareho Shareho Share
payment
Beginn Sharehol lding lding Sharehol optio Reas
Ending Including: from
ing ding at increase decrease ding at ns ons
date of restricted shareholder
Name Title Sex Age date of the during during the held for
office shares units or
office period- this this period- at the chan
term held other
term begin reportin reportin end perio ge
related
g period g period d-end
units
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Semi-Annual Report 2012－Chiwan Wharf
Chairman
Zheng
of the Male 49 212,652 0 0 212,652 159,489 0 No Yes
Shaoping
Board
Wang Fen Director Female 57 82,632 0 0 82,632 61,974 0 No Yes
Fan
Director Male 58 53,877 0 0 53,877 40,407 0 No Yes
Zhaoping
Yuan Yuhui Director Male 61 14,040 0 0 14,040 10,530 0 No Yes
Director,
Deputy
Zhang Ning Male 52 146,991 0 0 146,991 110,243 0 No No
General
Manager
Zhao
Supervisor Male 46 64,954 0 0 64,954 48,716 0 No No
Chaoxiong
Ni Keqin Supervisor Female 47 38,772 0 0 38,772 29,079 0 No No
Deputy 2011.05 2014.05
Qu
General Male 47 127,254 0 0 127,254 95,440 0 No No
Jiandong
Manager
Deputy
Zhao Qiang General Male 50 15,103 0 0 15,103 11,327 0 No No
Manager
Deputy
Zhang General
Male 47 98,782 0 0 98,782 74,087 0 No No
Jianguo Manager,
CFO
Deputy
General
Xiong
Manager, Male 48 83,147 0 0 83,147 62,360 0 No No
Haiming
Chief
Engineer
Total -- -- -- -- -- 938,204 0 0 938,204 703,652 0 -- --
Equity incentives granted to directors, supervisors and senior management during the reporting period
□ Applicable √ Inapplicable
Ⅱ. Changes of directors, supervisors and senior management staff in the reporting period
□ Applicable √ Inapplicable
Ⅲ. Particulars about remuneration of directors, supervisors and senior management staff
A. Except for Independent Directors, the Company’s other members of the Board of Directors and the
Supervisory Committee did not draw any remuneration, commission and others from the Company
for taking the position of director or supervisor of the Company. Among which, Chairman Zheng
Shaoping, Director Tian Junyan, Director Wang Fen, Director Fan Zhaoping, Director Yuan Yuhui
and Supervisor Guo Songhua received their salaries from CND, while Yu Liming, Chairman of the
Supervisory Committee, and Supervisor Mary-Jean Wong drew their salaries from shareholders of
CND.
B. Allowance for Independent Directors is RMB100,000/year (tax included), which has been approved
at the 2010 Annual General Meeting with effect from 1 Jun. 2011.
C. All senior management staff of the Company are appointed by the Board of Directors. The Board sets
up the Company’s business objectives and financial budget for each year and signs KPI contracts
accordingly with senior management staff. The Board then defined standard of remuneration to
senior management staff according to their respective appraisal targets and performance during the
year.
D. Employees
Number of on-job employees 1,813
Number of retired employees for whom the
0
Company shall bear expenses
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Semi-Annual Report 2012－Chiwan Wharf
Function structure
Type of function Number of personnel
Production 1,311
Sale 70
Technical 301
Financial 65
Administration 66
Level of education
Level of education Number of personnel
Master 39
University 333
Junior college 471
High school and below 970
PART Ⅳ REPORT OF THE BOARD OF DIRECTORS
Ⅰ. Discussion and analysis by the management
A. 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.
During the reporting period, China’s import and export trading volume grew 8.0% from a year earlier,
with a year-on-year rise of 8.8% in container throughput. The container throughput in Shenzhen Port,
living on foreign trade, was up 1.3% when compared with the same period of last year. Affected by
weak economic recovery in the US and the European Debt Crisis, demand in these countries turned
weak; the relocation and transformation of manufacturing businesses in the hinterland led to a slowdown
in supply growth; and some shipping companies started allied operation and thus adjusted their shipping
line structures. Due to the aforesaid factors, the Company’s container throughput suffered a slight
decrease of 7% on a year-on-year basis. In terms of the bulk cargo handling business, the throughput in
Machong Port grew substantially while Chiwan Port witnessed a slight year-on-year drop in throughput
due to limited resources. As a result, the combined bulk cargo throughput in the said two ports in the
first half of 2012 went up 10.6% over the corresponding period of last year. Meanwhile, business in
relation to port trailer service, tugboat service and other supporting services saw the same changes with
the throughputs, but with a narrower variation range due to the outside-the-port business. Specific
business indexes were as follows:
Business Highlights Jan.-Jun. 2012 Jan.-Jun. 2011 +/-
Total throughput of cargo (’000 tons) 30,313 30,922 -2.0%
Including: container (’000 TEU) 2,609 2,805 -7.0%
Chiwan Port 1,902 1,967 -3.3%
Joint venture in Mawan Port 707 838 -15.6%
Bulk cargoes (’000 tons) 5,235 4,734 10.6%
Chiwan Port 3,238 3,387 -4.4%
Machong Port 1,997 1,347 48.3%
Hours charged for trailer service (’000 hours) 583 584 -0.2%
Hours charged for tugboat service (hour) 16,097 16,377 -1.7%
B. Is the Company’s actual business performance 20% lower or higher than any earning forecast or
business plan for the reporting period which has been publicly disclosed earlier?
□ Yes √ No
C. Business results of the Company’s subsidiaries that have a 10% influence or above on the
Company’s net profit:
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Semi-Annual Report 2012－Chiwan Wharf
1. Chiwan Container Terminal Co., Ltd. (CCT)
The Company holds 55% equity interests directly and indirectly in CCT. With a registered capital of
USD95.3 million, CCT is engaged mainly in handling containers, especially in accommodating
international container lines. For the reporting period, CCT achieved a container throughput of 1.559
million TEUs, a drop of 1.5% on a year-on-year basis.
2. Shenzhen Chiwan Harbor Container Co. Ltd. (CHCC)
The Company holds 100% equity interests directly and indirectly in CHCC. With a registered capital of
RMB288.2 million, CHCC is now mainly engaged in handling containers, especially in the
accommodation service for transshipment container barges for foreign trade and for medium or small
sized international liners as well. During the reporting period, CHCC achieved a container throughput of
0.21 million TEUs, representing a year-on-year decrease of 25.2%.
3. Shenzhen Chiwan Terminal Co., Ltd
The Company holds 100% equity interests directly and indirectly in this company. With a registered
capital of RMB50 million, the company is engaged mainly in the handling and storage of grains. During
the reporting period, the company achieved a throughput of 2.51 million tons,increase 3.2% year on year.
D. Outlook for future development of the Company
1. Development trend of the industry in which the Company is engaged
It is expected to be difficult for American and European economies to improve markedly in the
second half of this year, and the imbalance in shipping demand and supply will continue. And ports
in the Pearl River Delta, living on export-oriented economy, are expected to continue with the small
rise in container throughput in the first half of the year. Meanwhile, as the traditional peak season for
containers is coming in the second half of the year and the Company’s new coastline resources will
be put into use, decline in the container handling business of the Company is expected to narrow in
the second half of the year.
The bulk cargo handling business of the Company will remain stable as a whole. Throughput will
mainly depend on resources in the second half of the year. The new warehouse resources will ease
the resource stress and provides growing space for the business volume.
2. Main problems and risks encountered by the Company
Domestic economy slows down in growth, the inflation pressure continues, and labor, fuel and
material costs see rigid increase. The growing ship size and the imbalanced ship arrival affect the
utilization efficiency of port resources and bring operation pressure. Weaker demand caused by the
economic downturn leads to overcapacity and disordered competition of ports in the region.
3. Business plan for the second half of the year, as well as countermeasures against risks
The Company will flexibly cope with the complex and changeable market environment through
arranging the existing resources, increase competitiveness by putting in new resources and solve the
development bottleneck by making good use of external resources. Meanwhile, it will adjust its
operating strategy and business structure in the proper timing, push forward business expansion,
keep increasing the service quality and assurance level and enhance internal management and cost
control, so as to maintain stability in the container business and a stable growth in the bulk cargo
business.
II. Core business and their operating results
A. Core business
Unit: Yuan
YoY +/- of YoY +/- of
Operating Operating YoY +/- of
business Revenue operating Operating
cost profit margin revenue
cost profit margin
Cargo handling 797,795,156 359,229,748 54.97% 0.94% 7.24% -4.60%
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Semi-Annual Report 2012－Chiwan Wharf
Reasons for change:
The operating income from port handling increased 0.94% over the same period of last year, which was
mainly because the variety structure of the bulk cargo handling business was adjusted and the
comprehensive unit price went up; operating cost increased 7.24% on a year-on-year basis, which was
mainly due to rising labor cost and material prices. As such, the gross profit rate went down 4.60% on a
year-on-year basis.
B. Core business classified by regions
Unit: Yuan
Region Operating revenue +/- YOY
Mainland PRC 850,895,987 1.04%
Hong Kong 3,208,203 12.02%
C. Reasons for significant changes in main business and its structure
□ Applicable √ Inapplicable
D. Reasons for significant changes in profitability of main business (gross profit rate) compared with
that in the last year
□ Applicable √ Inapplicable
E. Analysis on reasons of significant changes in profit breakdown compared with the last year
□ Applicable √ Inapplicable
F. Internal control rules in relation to fair value measurement
√ Applicable □ Inapplicable
Pursuant to applicable laws and regulations, as well as the Company’s Articles of Association and
combining the actual situation of the Company, the Company revised the Management Methods for
Financial Instruments, which was reviewed and approved at the 5th Special Session of the 6th Board of
Directors for 2010 on 31 May 2010 and was later issued for execution.
Items related to fair value measurement:
Unit: Yuan
Balance at the Gains or losses on Accumulated fair Impairment Balance at the
Item beginning of the fair value changes value changes provided in end of the
period in the period included in equity the period period
Financial assets
Including:
1. Financial assets at fair value
through profit or loss of the
current period
Including:Derivative financial
assets
2.Available-for-sale financial
5,690,000 - 135,000 - 5,870,000
assets
Subtotal of financial assets 5,690,000 - 135,000 - 5,870,000
Financial liabilities
Investing property
Productive living assets
Others
Total 5,690,000 - 135,000 - 5,870,000
G. Foreign-currency financial assets and liabilities held
√ Applicable □ Inapplicable
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Semi-Annual Report 2012－Chiwan Wharf
Unit: Yuan
Balance at the Gains or losses on Accumulated fair Impairment Balance at the
Item beginning of fair value changes value changes provided in end of the
the period in the period included in equity the period period
Financial assets
Including:1. inancial assets at fair
value through profit or loss of the
current period
Including: Derivative financial
assets
2. Loans and accounts receivable 217,794,165 - - - 103,951,215
3. Available-for-sale financial
assets
4. Hold-to-maturity investment
Subtotal of financial assets 217,794,165 - - - 103,951,215
Financial liabilities 1,173,673,787 - - - 1,108,044,064
III. Investments made by the Company
A. General utilization of the raised funds
√ Applicable □ Inapplicable
Unit: ’000 Yuan
Total raised funds 500,000
Raised funds input in the reporting period 500,000
Accumulative input raised funds 500,000
Raised funds with changed use in the reporting period 0
Accumulative raised funds with changed use 0
Proportion of accumulative raised funds with changed use 0%
General utilization of the raised funds
The raised funds have been used for repaying bank loans and supplementing working capital.
B. Projects promised to be invested with raised funds
□ Applicable √Inapplicable
C. Change of projects invested with raised funds
□ Applicable √Inapplicable
D. Significant projects invested with non-raised funds
√ Applicable □ Inapplicable
In the reporting period, the Company made a total investment of RMB279.09 million, of which
RMB108.16 million was invested in the Berth 13 extension project in the Chiwan Port; RMB75.18
million was invested in the grain warehouse project in the Machong Port; and RMB78.31 million was
invested in the wharf phase II project.
IV. Revision of the Board of Directors’ business plan for the second half of the year
□ Applicable √Inapplicable
V. Business performance estimate for Jan.-Sept. 2012
Warnings of estimated possible losses or major changes of the accumulative net profit achieved during
the period from the beginning of the year to the end of the next reporting period compared with the same
period of last year, as well as the reasons
□ Applicable √Inapplicable
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Semi-Annual Report 2012－Chiwan Wharf
VI. Explanation of the Board of Directors on “Non-standard Auditing Report” issued by the CPA firm
for the reporting period
□ Applicable √Inapplicable
VII. Explanation of the Board of Directors on changes and solutions of the issues involved in the “Non-
standard Auditing Report” issued by the CPA firm for last year
□ Applicable √Inapplicable
VIII. State the discussion results of the Board of Directors on the reasons and influence of the
Company’s accounting policy and estimate alterations or significant accounting error correction
□ Applicable √Inapplicable
IX. Formulation and execution of the Company’s cash dividend policy
Pursuant to the guiding spirit of the Notice of CSRC on Further Implementing Matters Related to Cash
Dividends of Listed Companies, the Notice of CSRC Shenzhen Bureau on Fully Implementing the
Notice of CSRC on Further Implementing Matters Related to Cash Dividends of Listed Companies
(Shen-Zheng-Ju-Gong-Si-Zi (2012) No. 43), the Company has revised some articles in its Articles of
Association in relation to the profit distribution policy, which involves the specific policy, the decision-
making procedure and mechanism, the adjustment and implementation of the profit distribution policy,
profit distributed to foreign shareholders and other aspects. The dividend policy of the Company is in
line with its Articles of Association and the relevant resolution of the Shareholders’ General Meeting,
with a clear minimum dividend standard and proportion, as well as a complete decision-making
procedure and mechanism. Independent directors have fulfilled their duty to express their special
opinion that the Company has fully taken into account the requests and opinion of minority shareholders
when it formulates the dividend policy, which has fully protected the legal interests of minority
shareholders. If the Company wants to adjust or alter its dividend policy in the future, the Board of
Directors shall make a special demonstration, explain the reasons for adjustment in detail and form a
written demonstration report. Then independent directors shall express their opinion. After the
adjustment proposal is reviewed and approved by the Board of Directors, it shall be submitted to the
Shareholders’ General Meeting for review. Only with over 2/3 of the voting rights held by shareholders
(including proxies) attending the general meeting can the adjustment proposal be approved. In the whole
process, the conditions and procedure will be in compliance with laws and regulations and transparent.
The aforesaid amendments to the Company’s Articles of Association were reviewed and approved at the
5th Special Session of the 7th Board of Directors for 2012 held on 3 Aug. 2012, and later at the 1st Special
Shareholders’ General Meeting for 2012 held on 21 Aug. 2012.
X. Pre-plan for profit distribution or turning capital reserve into share capital
□ Applicable √Inapplicable
XI. The accumulative retained profit as at the end of 2011 is a positive number but the Company has not
put forward a cash dividend pre-plan.
□ Applicable √Inapplicable
XII. Formulation and execution of the information insider registration and management rules
According to applicable laws and regualtions, as well as its Articles of Association, the Company
formulated the Insider Information and Insider Management Rules, which was reviewed and approved at
the 7th Special Session of the 6th Board of Directors for 2009 on 29 Oct. 2009. According to spirit of
documents such as Provisions for Establishing a Registration and Administration System for Persons
with Insider Information in Listed Companies issued by CSRC and Public Notice on Establishment of
11
Semi-Annual Report 2012－Chiwan Wharf
Registration and Management System of Insiders on Inside Information issued by Shenzhen SRC and
Information Disclosure Business Memo No. 34-Registration and Administration System Issues for
Persons with Insider Information, the Company revised, taking into account its actual situation, the
Management Rules of Inside Information and Insiders. The Rules has been reviewed and approved at the
First Special Session of the Seventh Board of Directors for 2012 held on 27 Feb. 2012.
The Rules has clarified various management requirements in relation to submitting information to
external units. The Company submits, on a monthly basis, to CSRC Shenzhen Bureau the Sheet about
Undisclosed Information Provided by Listed Companies for Majority Shareholders and Actual
Controller, including the name list of insiders of the undisclosed information and other relevant
information. No insider is found taking advantage of the insider information to buy or sell shares of the
Company.
Does the Company investigate to find information insiders trading the Company’s stock and its
derivatives and pursue those responsible?
□ Yes √ No
Have regulatory authorities impose any regulatory measure or administrative punishment on the
Company and relevant personnel due to the execution of the information insider registration and
management rules or their involvement in insider dealings?
□ Yes √ No
XIII. Other matters that need to be disclosed
A. Year-on-year changes of operating revenue, operating profit and net profit
Unit: Yuan
Item Jan.-Jun.2012 Jan.-Jun.2011 +/-%
Revenue 854,104,190 844,983,574 1.08%
Operating profit 365,218,883 403,107,347 -9.40%
Net profit (attributable to equity holders of the Company) 222,035,234 258,357,428 -14.06%
No significant change occurred in the structures of main business lines and profit during the reporting
period.
Operating revenue increased 1.08% over the same period of last year, almost the same with the same
period of last year. Operating profit and net profit attributable to shareholders of the Company went
down 9.40% and 14.06% respectively, which was mainly because prices of various raw materials, labor
cost and loan interest rates soared over the same period of last year while associates saw decreased profit,
causing decrease in investment income.
B. Media Port Investments Limited (hereinafter referred to as “MPIL”) is jointly incorporated at the
British Virgin Islands by Chiwan Wharf Holdings (HK) Ltd. (a wholly-owned subsidiary company of
the Company hereinafter referred to as “CWHK”) 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 RMB48,881,870 through the above-mentioned three companies.
For the reporting period, investment income from MPIL was RMB24,440,935, accounting for 11.01%
of the net profit attributable to the Company’s shareholders.
C. Financial status
1. Asset breakdown and reasons for any significant year-on-year change
Unit: Yuan
Item 30 Jun. 2012 31 Dec. 2011 +/-%
Cash at bank and on hand 790,131,255 478,788,943 65.03%
12
Semi-Annual Report 2012－Chiwan Wharf
Reasons for any significant change:
Monetary funds increased because the net cash flows generated from operating and financing activities
were higher than the net expenses on investment and construction projects.
2. Profit breakdown and reasons for any significant year-on-year change
Unit: Yuan
Item Jan.-Jun.2012 Jan.-Jun.2011 +/-%
Investment income 39,695,608 58,444,197 -32.08%
Reasons for any significant change:
Investment income decreased due to the poorer business performance of some associates in this
reporting period and thus profit from them decreased as compared with the same period of last year.
3. Cash flow breakdown
Unit: Yuan
Item Jan.-Jun.2012 Jan.-Jun.2011 +/-%
Net cash flows from operating activities 348,987,301 301,380,845 15.80%
Net cash flows from investing activities (274,055,922) (335,089,746) -18.21%
Net cash flows from financing activities 236,410,933 175,174,443 34.96%
Net increase in cash and cash equivalents 311,342,312 141,465,542 120.08%
Reasons for the changes:
Net cash inflows from operating activities increased because accounts receivable were collected more
quickly;
Net cash outflows from investing activities decreased because the inputs for the Berth No. 13 extension
project, the Dongguan Machong Port project and other projects decreased over the same period of last
year;
Net cash inflows from financing activities increased because the 2011 corporate bonds (the first stage)
were issued during the reporting period.
XIV. The Company’s liabilities, credit changes and future cash arrangements for debt-clearing (Only
listed companies with convertible corporate bonds are required to fill the table below.)
□Applicable √Inapplicable
PART Ⅴ SIGNIFICANT EVENTS
Ⅰ. Corporate governance
Ever since its establishment, the Company has been in strict compliance with the company law and
securities law, as well as relevant laws and regulations issued by CSRC. And it has timely formulated
and amended its relevant management rules according to the Code of Corporate Governance for Listed
Companies, which are conscientiously and carefully executed. An effective system of internal control
has thus taken shape in the Company. 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.
Particulars about corporate governance during the reporting period are as follows:
A. According to spirit of documents such as Provisions for Establishing a Registration and
Administration System for Persons with Insider Information in Listed Companies (ZJHGG
【 2011 】 No. 30) issued by CSRC and Public Notice on Establishment of Registration and
Management System of Insiders on Inside Information (SZJGSZ【2011】 No. 108) issued by
Shenzhen SRC and Information Disclosure Business Memo No. 34-Registration and Administration
System Issues for Persons with Insider Information, the Company revised Administration System of
13
Semi-Annual Report 2012－Chiwan Wharf
Inside Information and Insiders. Such system has been reviewed and approved at the First Special
Session of the Seventh Board of Directors for 2012 held on 27 Feb. 2012.
B. According to requirements of Announcement of 【 2011 】 No. 41 issued by CSRC and actual
circumstances of the Company, the Company revised Management Rules on Information Disclosure.
The new versions has been examined and approved by the First Special Session of the Seventh
Board of Directors for 2012 held on 27 Feb. 2012.
C. In accordance with the requirements of the Notice 【 2011 】 No. 107-“Notice on Printing and
Distribution of Mr. Zhang Yundong’ Speech on Working Conference of Governance and Practices
of Shenzhen Listed Companies for 2011”, the Company established Management System on Person
in Charge of Finance and CFO. The above system has been examined and approved on the First
Special Session of the Seventh Board of Directors for 2012 on 27 Feb. 2012.
D. Corporate governance of the Company not in compliance with relevant laws and regulations during
the reporting period:
CND, the controlling shareholder, holds 57.52% of the Company’s shares. According to the
Accounting Standards for Business Enterprises No.33—Consolidated Financial Statements, CND
needs to consolidate the financial statements of the Company. Therefore, CND asks the Company’s
Financial Department to submit its monthly financial statements around the 10th day of each month
to CND for its preparation of 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.
E. Internal control progress during the first half of 2012
As required by the Circular on Doing a Better Job in Internal Control Regulation Implementation in
Listed Companies of Shenzhen (Shen-Zheng-Ju-Fa 2012 No. 105), the Company has completed
all the preparing work for the internal control project for 2012, with details as follows:
1. The Company set up internal control task groups at two tiers. The chairman of the board was the
head of the internal control project, with divisional leaders and departmental leaders as the members
for the internal control steering committee. At the Company level, important professionals of all
functional departments were the members for the task group. At the level of a subsidiary, the task
group was headed by the general manager of the subsidiary, with important professionals in the
subsidiary as the members for the task group.
2. The work plan for internal control improvement for 2012 was worked out and submitted to the
regulatory authority for record.
3. According to the Basic Norms for Internal Control of Enterprises and its mating guideline, taking
into account its own business characteristics and importance and based on the internal control
improvements for the 2011 annual financial report, the Company determined the subsidiaries and
control procedures for the 2012 internal control improvement project.
As reviewed and approved at the 2nd Special Session of the 7th Board of Directors for 2012 on 25
14
Semi-Annual Report 2012－Chiwan Wharf
Apr. 2012 and later at the 2011 Annual Shareholders’ General Meeting on 28 May 2012, it was
decided to engage Deloitte as the Company’s 2012 internal control auditor.
In line with the schedule for the internal control improvement plan for 2012, the Company has
finished all the preparation work. The internal control project is right on schedule, with no
derivation or delay.
II. Execution of plans for profit distribution, turning capital reserve into share capital or new share
issuance which had been formulated in previous periods and were carried out in the reporting period
√ Applicable □ Inapplicable
As audited by PricewaterhouseCoopers Zhong Tian Certified Public Accountants Co., Ltd., net profit of
the Company for 2011 was RMB430,118,633 and the accumulative profits available for distribution was
RMB668,245,566.
A. In accordance with the provisions of the Company Law and the Articles of Association of the
Company, the Company is going to draw 10% of net profit of the Company audited for the year
2011, namely RMB43,011,863, as statutory surplus reserve.
B. The Company would plan to distribute dividend of RMB4.00 (tax included) in cash for every 10
shares based on the total share capital of 644,763,730 shares as at the end of 2011, totaling
RMB257,905,492.
C. After the aforesaid distribution, the residual retained profit of the Company was RMB367,328,211.
The execution of the said profit distribution plan was completed on 24 Jul. 2012. The date of record for
A-shares and the last trading date for B-shares was 19 Jul. 2012 and the ex-dividend date was 20 Jul.
2012.
III. Significant lawsuits and arbitrations
□Applicable √Inapplicable
The Company was not involved in any significant lawsuit or arbitration during the reporting period.
IV. Liquidation & reorganization
□Applicable √Inapplicable
V. Equity interests of other listed companies and financial enterprises held by the Company
A. Securities investments
□ Applicable √ Inapplicable
B. Particulars about holding equities of other listed companies
√Applicable □Inapplicable
Book value at Gains and Changes in
Initial
Stock Proport the end of the losses during owners’ equity Accounting Source of
Stock name investment
code ion reporting the reporting during the item shares
amount
period period reporting period
Shares held by
legal entity,
Available-
which is
Jiangsu for-sale
600377 1,120,000 0.02% 5,870,000 - 135,000 allowed for
Expressway financial
circulation
assets
after share
reform
Shenzhen Long-term Shares held by
400032 3,500,000 0.26% 382,200 - -
Petrochemical equity legal entity
15
Semi-Annual Report 2012－Chiwan Wharf
Industry investments
(Group) Co.,
Ltd.
GuangDong
Long-term
Guang Jian Shares held by
400009 27,500 0.02% 17,000 - - equity
Group Limited legal entity
investments
Company
Total 4,647,500 -- 6,269,200 - 135,000 -- --
C. Particulars about holding equities of non-listed financial enterprises
□ Applicable √ Inapplicable
D. Particulars about trading stocks of other listed companies
□ Applicable √ Inapplicable
VI. Assets transaction events
A. Purchase of assets
□ Applicable √ Inapplicable
B. Sales of assets
□ Applicable √ Inapplicable
C. Replacement of assets
□ Applicable √ Inapplicable
D. Business combination
□ Applicable √ Inapplicable
E. Progress of these events after the publication of the assets reorganization report or public notices on
the purchase or sales of assets, as well as the influences of these events on the operation results and
financial status of the Company in this reporting period
□ Applicable √ Inapplicable
VII.Explanation on shareholding increase scheme during the reporting period proposed or implemented
by the principal shareholders and act-in-concert persons
□ Applicable √ Inapplicable
VIII. The execution and influences of equity incentive scheme of the Company
□ Applicable √ Inapplicable
IX. Significant related-party transactions
A. Related-party transactions relating to daily operation
√Applicable □Inapplicable
Unit: ’000Yuan
Reason for
Type of Content
Pricing Proportion Settlement Influence significant
the of the
principle of in same method of on the difference
Related Relati related- related- Transactio Transaction Market
the related- kind of the related- profits of between the
party onship party party n price amount price
party transactio party the transaction price
transactio transacti
transaction ns transaction Company and the market
n on
price
Contr
Land Fair market
olling Rental paid
CND Lease lease price after 22,646.32 22,646.32 72.94% 22,646.32 22,646.32 Inapplicable
shareh monthly
payment negotiation
older
Total -- -- 22,646.32 72.94% -- -- -- --
Details about return of large-amount sales Inapplicable
Necessity and consistency of the related-party transaction, as
well as the reasons why the related party is chosen over other It’s needed for daily operation of the Company.
parties in the market to deal with
Influence of the related-party transaction on independency of Naught
16
Semi-Annual Report 2012－Chiwan Wharf
the Company
The Company’s independence on the related part and the
Naught
relevant solutions (if any)
The transaction amount accounted for 72.94% of the total
Where the Company classifies and estimates the total amount
amounts of the same kind of transactions for the reporting period
of routine related-party transactions for the reporting period,
and it incurred cost of RMB 22.64 million during the reporting
explain the actual implementation during the reporting period
period.
Due to the need of routine operation, the Harbor Division of the
Company and Chiwan Container Terminal Co., Ltd., in which the
Company held a total of 55% equity directly and indirectly, rented
lands from CND for bulk cargo and container stacking.
Notes to related-party transactions 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 the same as the land rents in the
western Shenzhen ports in 2012, the transaction price was a fair
market price decided through negotiation.
B. Related-party transactions regarding purchase and sales of assets
□ Applicable √ Inapplicable
C. Significant related-party transitions with joint investments
□ Applicable √ Inapplicable
D. Significant credits and liabilities with related parties
√Applicable □Inapplicable
Unit: ’000Yuan
Lending funds to related parties Borrowing funds from related parties
Related party
Trading amount Balance Trading amount Balance
China Merchant Bank Ltd 592,580.86 60,066.58 - -
Total 592,580.86 60,066.58 - -
Capital occupation during the reporting period and debt-clearing progress
□ Applicable √ Inapplicable
The accountability plan put forward by the Board of Directors when the Company had not completed
collecting the capital occupied for non-operating purposes by the end of the reporting period
□ Applicable √ Inapplicable
E. Other significant related-party transactions
□ Applicable √ Inapplicable
X. Significant contracts and execution
A. The trust, contract and lease whose profits reaching more than 10% (including 10%) of the total
profits of the Company in the reporting period
1. Status of trust
□ Applicable √ Inapplicable
2. Status of contract
□ Applicable √ Inapplicable
3. Status of lease
□ Applicable √ Inapplicable
B. Status of guarantee
√Applicable □Inapplicable
Unit: ’000Yuan
Guarantees provided by the Company for its subsidiaries
Disclosure Amount Date of Actual Type of Term of Executio Guarant
Guaranteed party
date of the of occurrence amount of guarantee guarantee n ee for a
17
Semi-Annual Report 2012－Chiwan Wharf
public notice guarantee (date of guarantee complet related
in relation to signing ed or not party or
the guarantee agreement) not (Yes
amount or No)
Dongguan
Chiwan Wharf 22 Jul. 2011 200,000 21 Oct. 2011 95,000 Warranty Five years No No
Company Limited
Dongguan
Chiwan Wharf 22 Jul. 2011 200,000 9 Feb. 2012 100,000 Warranty Five years No No
Company Limited
Total amount of guarantees for Total actual amount of
subsidiaries approved in the 200,000 guarantees for subsidiaries 100,000
reporting period in the reporting period
Total amount of guarantees for Total actual balance of
subsidiaries approved by the 1000,000 guarantees for subsidiaries 195,000
period-end at the period-end
Total guarantee amount of the Company (combination of the two kinds of guarantees above)
Total actual guarantee
Total guarantee amount
200,000 amount in the reporting 100,000
approved in the reporting period
period
Total guarantee amount Total actual guarantee
1000,000 195,000
approved by the period-end balance at the period-end
Proportion of the total actual guarantee balance in the
5.68%
Company’s net assets
If the subsidiaries use the credit line, the relevant
Explanation on possibility to bear joint liability due to insolvency responsibility is born by the companies using
undue guarantees the credit line actually, and the Company bears joint
liability.
Explanation on the external guarantees in violation of
Inapplicable
stipulated procedures
C. Entrusted financial management
□ Applicable √ Inapplicable
D. Execution of significant contracts relating to daily operation
□ Applicable √ Inapplicable
E. Other significant contracts
□ Applicable √ Inapplicable
XI. Explanation on issuance of corporate bonds
√ Applicable □ Inapplicable
On 25 Nov. 2011, the Company was approved to publicly issue the corporate bonds with par value not
more than 1 billion in accordance with CSRC Zheng-Jian-Xu-Ke [2011] No. 1889. The total issuing
amount of corporate bonds for the Company in 2011 (Phase I) stood at RMB 0.5 billion with an
expiration period of five years (attached with the resell rights of investors, repurchase rights of issuer
and right of increasing the coupon rate at the end of the third year) and a par value of RMB100 by way
of parity issuance. The coupon rate is 5.28% and the value date is 26 Apr. 2012, as well as the interest
paying date is each 26 Apr. from the year of 2013 to 2017. As approved by the Shenzhen Stock
Exchange Shen-Zheng-Shang [2012] No. 142, the corporate bonds has been listed for trading in
Shenzhen Stock Exchange since 1 Jun. 2012 with the bond abbreviation of “11 Chiwan 01” and bond
code of “112082”. (For details, please refer to the Public Notice on the Listing Report of Corporate
Bonds in 2011 for Shenzhen Chiwan Wharf Holdings Limited (Phase I) on 31 May 2012,
Announcement No: 2012-021) .
XII. Execution of commitments
18
Semi-Annual Report 2012－Chiwan Wharf
A. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in
the reporting period, or such commitments carried down into the reporting period
□ Applicable √ Inapplicable
B. The Company’s assets or projects exist profitable prediction and the reporting period is in such
prediction period, it states the profits from the assets or projects reaching original prediction and
relevant reasons
□ Applicable √ Inapplicable
XIII. Items of other comprehensive income
Unit :Yuan
Items Jan.-Jun.2012 Jan.-Jun.2011
1. Gain/(loss) arising from available-for-sale financial assets 180,000 (1,230,000)
Less: Income tax relating to available-for-sale financial assets (45,000) 295,200
Net amount transferred into profit and loss in the current period
- -
that recognized into other comprehensive income in prior period
Subtotal 135,000 (934,800)
XIV. Particulars about researches, visits and interviews received in this reporting period
Main discussion
Time of Place of Way of Type of and materials
Visitor
reception reception reception visitor provided by the
Company
30 Jan. 2012 Merrill Lynch (Asia Pacific) Ltd.
China International Fund Management Co.,
Ltd., Alliance Bernstein Holding L.P.,
Basic
Cambiar Investors, Samsung Asset
17 May 2012 information of
Shenzhen Management (Hong Kong) Limited, Harvest
operations and
Global Investments Ltd., CLSA Asia-
investments of
Pacific Markets
the Company
Standard Chartered Bank (Hong Kong) and the financial
18 May 2012 One-on-one institutional
Limited, Alliance bernstein (singapore) ltd. status of the
meeting investor
Company
First State Investments, H.R.L. Morrison &
Co Capital Management, Graeme Thomson
Information
Merricks Capital, Nuveen Asset
provided:
Management, BEA Union Investment
11 Jun. 2012 Hongkong Brochure of the
Management Limited , Daiwa Asset
Company
Management Hong Kong Limited, Turiya
Advisors Asia, Heqi Investment, Janchor
Partners Limited
XV. Particulars about appointment and disappointment of accounting firm
Has this semi-annual report been audited?
□ Yes √ No
The Company has appointed PricewaterhouseCoopers Zhong Tian Certified Public Accountants as the
Company’s accounting firm for a consecutive 11 years to audit the annual financial report. And it
provided many years of service for the Company with its professional technology and rich experience,
whose performance was well received by each relevant party. The Company hereby expresses the
sincere thanks for its hard working during the past few years.
As approved by the 1st Session of the Audit Committee under the 7th Board of Directors for 2012, the 2nd
Special Session of the 7th Board of Directors for 2012 and the Annual General Meeting for 2011, at
which agreed on changing to appoint Deloitte Touche Tohmatsu Certified Public Accountants Ltd. as
19
Semi-Annual Report 2012－Chiwan Wharf
the Company’s accounting firm for 2012 to audit the annual financial report and internal control. The
2012 annual audit fees for financial report and internal control are RMB 1,600,000 and RMB 300,000
respectively, totaling RMB 1,900,000.
XVI. Particulars about punishment and rectification order received by the Company, its directors,
supervisors, senior executives, shareholders, actual controller and acquirer
□ Applicable √ Inapplicable
XVII. Explantion on other significant events
√ Applicable □ Inapplicable
Specific Explanation and Independent Opinion of Independent Directors on Capital Occupation
by Controlling Shareholders and Other Related Parties and External Guarantees of Shenzhen
Chiwan Wharf Holdings Limited
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
Doing a Good Job in 2012 Semi-Annual Report Disclosure by Listed Companies (SZS〔2012〕No.
204), 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 during the first
six months of 2012, under the principle of being responsible 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. The Company strictly abided by the requirements of the Circulars. No funds occupation by its
controlling shareholder had been found by 30 Jun. 2012; nor were such cases incurred in the
previous periods and carried down to the reporting period. The funds flows between the Company
and its related parties during the reporting period were considered normal operational funds flows.
2. As at 30 Jun. 2012, the balance of guarantee provided to outside parties by the Company was zero.
3. As at 30 Jun. 2012, the accumulative guarantee amount provided by the Company for its wholly-
owned and controlled subsidiaries reached RMB195,000,000, accounting for 5.68% of the
Company’s net assets as at 30 Jun. 2012, The aforesaid guarantees were in line with relevant laws
and regulations concerning the provision of guarantees for other parties by listed companies, which
were detailed as follows:
Guaranteed party Relationship between the guaranteed party and the Company Guarantee amount
Dongguan Chiwan Wharf RMB 95,000,000
A controlled subsidiary
Company Limited RMB 100,000,000
To sum up, the independent directors were of the opinion that the Company effectively controlled its
financial risks during the reporting period, without doing any harm to the interests of investors.
XVIII. Particulars about significant changes in the profitability, asset status and credit status of the
Company’s convertible bonds guarantor
□ Applicable √ Inapplicable
XIX. Index for information disclosure
20
Semi-Annual Report 2012－Chiwan Wharf
Internet website
Newspapers for disclosing for disclosing
Publishing
Event information and relevant information and
date
page the searching
approach
Announcement on Resolutions Made at the 6th Special Securities Times, D7;
5 Jan. 2012
Session of the 7th Board of Directors for 2011 Ta Kung Pao, B4
Securities Times, D21;
Announcement on Business Performance in Dec. 2011 10 Jan. 2012
Ta Kung Pao, A21
Securities Times, D16;
Announcement on Business Performance in Jan. 2012 8 Feb. 2012
Ta Kung Pao, B3
st
Announcement on Resolutions Made at the 1 Special Securities Times, D4;
28 Feb. 2012
Session of the 7th Board of Directors for 2012 Ta Kung Pao, B3
Securities Times, D16;
Announcement on Business Performance in Feb. 2012 9 Mar. 2012
Ta Kung Pao, B7
rd
Announcement on Resolutions Made at the 3 Session of Securities Times, D96;
28 Mar. 2012
the 7th Board of Directors for 2012 Ta Kung Pao, B14
rd
Announcement on Resolutions Made at the 3 Session of Securities Times, D96;
28 Mar. 2012
the 7th Supervisory Committee for 2012 Ta Kung Pao, B14
Securities Times, D96;
Abstract for 2011 Annual Report 28 Mar. 2012
Ta Kung Pao, B14
Announcement on Forecast of the Daily Related-party Securities Times, D96;
28 Mar. 2012
Transactions for 2012 Ta Kung Pao, B14
Securities Times, D32;
Announcement on Business Performance in Mar. 2012 10 Apr. 2012
Ta Kung Pao, B3
Securities Times, D14 and
Announcement on Issuance of Corporate Bonds for 2011
D15; Ta Kung Pao, B9 24 Apr. 2012
(Phase I)
and B10
Securities Times, D14 and
Abstract of Private Placing Memorandum on Public
D15;Ta Kung Pao, B9 and 24 Apr. 2012
Issuance of Corporate Bonds for 2011 (Phase I)
B10
Announcement on Resolutions Made at the 2nd Special Securities Times, D117; http://www.
26 Apr. 2012
Session of the 7th Board of Directors for 2012 Ta Kung Pao, A21 cninfo.com.cn
Announcement on Providing External Guarantees for Securities Times, D117;
26 Apr. 2012
Wholly-owned Subsidiaries Ta Kung Pao, A21
Notice on Convening the 2011 Annual Shareholders’ Securities Times, D117;
26 Apr. 2012
General Meeting for 2011 Ta Kung Pao, A21
Securities Times, D117;
Report for the First Quarter of 2012 26 Apr. 2012
Ta Kung Pao, A21
Securities Times, D117;
Announcement on Changing the Office Adress 26 Apr. 2012
Ta Kung Pao, A21
Announcement on the Coupon Rate of the Coporate Bonds Securities Times, D117;
26 Apr. 2012
for 2011 (Phase I) Ta Kung Pao, A21
Announcement on the Listing Result of the Corporate Securities Times, C12;
7 May 2012
Bonds for 2011 (Phase I) Ta Kung Pao, A22
Securities Times, D29;
Announcement on Business Performance in Apr. 2012 9 May 2012
Ta Kung Pao, B6
Announcement on Resolutions Made at the 2011 Annual Securities Times, D6;
29 May 2012
Shareholders’ General Meeting Ta Kung Pao, B3
Securities Times, D26
The Listing Report of Corporate Bonds for 2011 (Phase I) and D27; Ta Kung Pao, 31 May 2012
B18 and B19
Securities Times, D21;
Announcement on Business Performance in May 2012 8 Jun. 2012
Ta Kung Pao, B18
th
Announcement on Resolutions Made at the 4 Special Securities Times, C1;
11 Jun. 2012
Session of the 7th Board of Directors for 2012 Ta Kung Pao, B2
Announcement on Related-party Transaction regarding
Securities Times, C1;
Establishing Financial Company by Joint Investment with 11 Jun. 2012
Ta Kung Pao,B2
Related Parties
21
Semi-Annual Report 2012－Chiwan Wharf
PARTⅥ FINANCIAL REPORT (SEE ATTACHED, UN-AUDITED)
PART Ⅶ DOCUMENTS AVAILABLE FOR REFERENCE
I. 2012 Semi-Annual Report carrying the signature of Chairman of the Board;
II. 2012 Semi-Annual Financial Report carrying the signatures of the Company’s Legal Representative,
Chief Financial Officer and Financial Manager;
III. Original copies of all documents and public notices thereof disclosed during the reporting period on
Securities Times and Ta Kung Pao; and
IV. Other relevant materials.
For and on behalf of the Board
Zheng Shaoping
Chairman
Shenzhen Chiwan Wharf Holdings Limited
Dated 21 August, 2012
22
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2012
[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
[English translation for reference only]
Contents Page
Financial Statements and Report for the six months ended 30
June 2012
Consolidated and Company’s balance sheets 1–2
Consolidated and Company’s income statements 3
Consolidated and Company’s cash flow statements 4
Consolidated statement of changes in owners’ equity 5
Company’s statement of changes in owners’ equity 6
Notes to financial statements 7 – 117
Supplementary information to financial statements 118- 120
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY BALANCE SHEETS
AS AT 30 JUNE 2012
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
30 Ju 31 December 30 Ju 31 December
2012 2011 2012 2011
ASSETS Note(s) Consolidated Consolidated Company Company
Current assets
Cash at bank and on hand 5(1) 790,131,255 478,788,943 524,294,556 187,090,694
Notes receivable 5(2) 1,700,000 - - -
Accounts receivable 5(4), 14(1) 235,817,902 230,797,003 27,399,639 16,623,725
Advances to suppliers 5(6) 5,698,872 3,497,668 1,174,504 1,210,724
Interest receivable 5(3) 576,788 51,667 978,651 206,151
Dividends receivable - - 487,148,749 529,289,881
Other receivables 5(5), 14(2) 15,162,962 11,833,877 276,871,104 243,256,537
Inventories 5(7) 23,170,684 23,500,358 1,138,048 922,921
Other current assets 1,003,913 1,003,913 - -
Total current assets 1,073,262,376 749,473,429 1,319,005,251 978,600,633
Non-current assets
Available-for-sale financial assets 5(8) 5,870,000 5,690,000 5,870,000 5,690,000
Long-term receivables 7(6) - - 11,004,304 11,004,304
Long-term equity investments 5(9), 14(3) 1,476,552,028 1,436,856,420 2,016,694,745 2,002,116,574
Investment properties 5(11) 34,071,352 34,679,229 26,067,446 26,547,149
Fixed assets 5(12) 2,568,430,962 2,482,077,688 150,658,965 156,481,155
Construction in progress 5(13) 524,825,660 517,818,144 614,894 614,894
Intangible assets 5(14) 1,020,478,476 1,038,926,892 63,966,597 65,552,356
Goodwill 5(15) 10,858,898 10,858,898 - -
Long-term prepaid expenses 5(16) 60,829,394 62,488,532 5,740,235 5,770,046
Deferred tax assets 5(18) 56,592,308 59,250,919 30,277,687 29,709,461
Other non-current assets 5(17) 149,191,214 142,108,284 - -
Total non-current assets 5,907,700,292 5,790,755,006 2,310,894,873 2,303,485,939
TOTAL ASSETS 6,980,962,668 6,540,228,435 3,629,900,124 3,282,086,572
-1-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY BALANCE SHEETS
AS AT 30 JUNE 2012 (Continued)
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
31 June 31 December 31 June 31 December
LIABILITIES AND 2012 2011 2012 2011
OWNERS’ EQUITY Note(s) Consolidated Consolidated Company Company
Current liabilities
Short-term borrowings 5(20) 1,104,030,000 1,418,830,000 334,530,000 584,530,000
Notes payable 5(21) 2,180,143 8,704,900 2,180,143 7,493,900
Accounts payable 5(22) 74,755,527 160,112,954 12,366,569 12,225,607
Advances from customers 5(23) 6,106,710 5,045,311 4,025,361 3,907,291
Employee benefits payable 5(24) 42,619,933 55,945,867 34,453,595 31,818,160
Taxes payable 5(25) 78,374,151 121,781,050 1,282,311 1,392,629
Interests payable 5(26) 6,091,942 1,637,790 8,023,787 2,361,250
Dividends payable 5(27) 623,066,943 365,161,451 257,905,492 -
Other payables 5(28) 58,710,176 50,809,293 850,444,424 749,075,206
Current portion of non-current liabilities 5(29) 29,734,456 14,951,750 - -
Total current liabilities 2,025,669,981 2,202,980,366 1,505,211,682 1,392,804,043
Non-current liabilities
Long-term borrowings 5(30) 170,000,000 90,000,000 - -
Bond payable 5(31) 496,142,466 - 496,142,466 -
Special payable 5(32) 83,901,108 81,790,541 - -
Deferred tax liabilities 5(18) 1,187,500 1,142,500 1,187,500 1,142,500
Other non-current liabilities 5(33) 56,128,848 58,250,957 - -
Total non-current liabilities 807,359,922 231,183,998 497,329,966 1,142,500
Total liabilities 2,833,029,903 2,434,164,364 2,002,541,648 1,393,946,543
Owners' equity
Share capital 5(34) 644,763,730 644,763,730 644,763,730 644,763,730
Capital surplus 5(35) 166,361,055 166,226,055 153,573,328 153,438,328
Surplus reserves 5(36) 464,704,268 421,692,405 464,704,268 421,692,405
Undistributed profits 5(37) 2,169,839,880 2,248,722,001 364,317,150 668,245,566
Foreign exchange translation differences (13,607,440) (13,607,440) - -
Total equity attributable to equity holders of
the Company 3,432,061,493 3,467,796,751 1,627,358,476 1,888,140,029
Minority interests 5(38) 715,871,272 638,267,320 - -
Total owners' equity 4,147,932,765 4,106,064,071 1,627,358,476 1,888,140,029
TOTAL LIABILITIES AND OWNERS’ EQUITY 6,980,962,668 6,540,228,435 3,629,900,124 3,282,086,572
The accompanying notes form an integral part of these financial statements.
-2-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY INCOME STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
Jan.-Jun. 2012 Jan.-Jun. 2011 Jan.-Jun. 2012 Jan.-Jun. 2011
Items Note(s) Consolidated Consolidated Company Company
Revenue 5(39),14(4) 854,104,190 844,983,574 108,222,494 93,475,369
Less: Cost of sales 5(39),14(4) (384,494,159) (359,809,074) (69,009,886) (62,270,145)
Tax and levies on operations 5(40) (34,220,412) (34,992,446) (4,455,600) (3,935,057)
General and administrative
expenses 5(41) (74,188,318) (76,912,960) (30,696,327) (34,237,253)
Financial (expenses) /income - net 5(42) (35,678,026) (28,605,944) (25,360,143) (19,525,431)
Add: Investment income 5(43),14(5) 39,695,608 58,444,197 17,255,283 24,181,344
Including: share of results of
associates 5(43) 39,695,608 58,084,197 14,578,171 15,614,034
Operating profit 365,218,883 403,107,347 (4,044,179) (2,311,173)
Add: Non-operating income 5(44) 3,503,559 287,103 29,431 209,757
Less: Non-operating expenses 5(45) (194,818) (97,303) - (23,195)
Including: Loss on disposals of non-
current assets (104,100 ) (67,124) - (23,175)
Total profit 368,527,624 403,297,147 (4,014,748) (2,124,611)
Less: Income tax (expenses)/ income 5(46) (68,888,438) (66,792,459) 1,003,687 4,343,674
Net profit 299,639,186 336,504,688 (3,011,061) 2,219,063
Attributable to equity holders of the
Company 222,035,234 258,357,428
Minority interests 77,603,952 78,147,260
Earnings per share
(attributable to equity holders of the
Company)
Basic earnings per share 5(49) 0.344 0.401
Diluted earnings per share 5(49) 0.344 0.401
Other comprehensive income 5(50) 135,000 (934,800) 135,000 (934,800)
Total comprehensive income 299,774,186 335,569,888 (2,876,061) 1,284,263
Attributable to equity holders of the
Company 222,170,234 257,422,628
Minority interest 77,603,952 78,147,260
The accompanying notes form an integral part of these financial statements.
-3-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
Jan.-Jun. 2012 Jan.-Jun. 2011 Jan.-Jun. 2012 Jan.-Jun. 2011
Items Note(s) Consolidated Consolidated Company Company
1. Cash flows from operating activities
Cash received from rendering of services 843,999,861 769,059,834 96,137,954 82,842,309
Cash received relating to other operating
activities 5(51) 9,561,867 13,260,433 102,777,370 238,196,844
Sub-total of cash inflows 853,561,728 782,320,267 198,915,324 321,039,153
Cash paid for goods and services (219,617,430) (198,385,053) (49,335,471) (47,999,210)
Cash paid to and on behalf of employees (115,596,097) (113,064,057) (31,767,672) (31,366,176)
Payments of taxes and levies (147,052,342) (143,455,455) (5,126,031) (4,601,568)
Cash paid relating to other operating
activities 5(51) (22,308,558) (26,034,857) (227,696,304) (90,814,629)
Sub-total of cash outflows (504,574,427) (480,939,422) (313,925,478) (174,781,583)
Net cash flows from operating activities 5(52)14(6) 348,987,301 301,380,845 (115,010,154) 146,257,570
2. Cash flows from investing activities
Cash received from disposals of
investments - - 190,206,180 270,300,000
Cash received from returns on investments - 360,000 49,519,615 52,149,964
Net cash received from disposals of fixed
assets and intangible assets 5,034,352 384,000 206,060 169,500
Sub-total of cash inflows 5,034,352 744,000 239,931,855 322,619,464
Cash paid to purchase fixed assets,
intangible assets and other long-term assets (279,090,274) (235,549,565) (7,359,401) (3,389,647)
Cash paid relating to other investing
activities - - - (319,200,000)
Net cash paid from disposal of subsidiaries
and other business units - （100,284,181） - -
Sub-total of cash outflows (279,090,274) (335,833,746) (7,359,401) (322,589,647)
Net cash flows from investing activities (274,055,922) (335,089,746) 232,572,454 29,817
3. Cash flows from financing activities
Cash received by investors - 91,940,000 - -
Include: Cash received in subsidiary by
minority shareholders - 91,940,000 - -
Cash received from borrowings 662,730,000 521,050,000 263,030,000 266,050,000
Cash received from issuing bonds 496,000,000 - 496,000,000 -
Sub-total of cash inflows 1,158,730,000 612,990,000 759,030,000 266,050,000
Cash repayments of borrowings (882,530,000) (410,550,000) (513,030,000) (266,050,000)
Cash payments for interest expenses and
distribution of dividends or profits (39,729,067) (26,224,557) (26,298,438) (20,772,531)
Cash paid relating to other activities (60,000) (1,041,000) (60,000) (820,000)
Sub-total of cash outflows (922,319,067) (437,815,557) (539,388,438) (287,642,531)
Net cash flows from financing activities 236,410,933 175,174,443 219,641,562 (21,592,531)
4. Effect of foreign exchange rate
changes on cash and cash equivalents - - - -
5. Net increase in cash and cash
equivalents 311,342,312 141,465,542 337,203,862 124,694,856
Add: Cash and cash equivalents at
beginning of year 478,788,943 781,720,083 187,090,694 494,364,355
6. Cash and cash equivalent at end of
year 5(52) 790,131,255 923,185,625 524,294,556 619,059,211
The accompanying notes form an integral part of these financial statements.
-4-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN OWNERS’ EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
Attributable to equity holders of the Company
Share Capital Undistributed Translation Total owners'
Items Note(s) capital surplus Surplus reserves profits difference Minority interest equity
Balance at 1 January 2011 644,763,730 144,909,755 383,570,404 2,079,724,472 (13,419,303) 567,608,774 3,807,157,832
Movement for the year ended 31
December 2011
Investment by shareholders - 20,774,000 - - - 71,166,000 91,940,000
Net profit - - - 505,645,137 - 162,130,531 667,775,668
Other comprehensive income 五(34) - (667,700) - - (188,137) - (855,837)
Profit appropriation
- appropriation to surplus reserves 五(35) - - 38,122,001 (38,122,001) - - -
- profit distribution to equity owners 五(36) - - - (298,525,607) - (163,627,985) (462,153,592)
thers - 1,210,000 - - - 990,000 2,200,000
Balance at 31 December 2011 644,763,730 166,226,055 421,692,405 2,248,722,001 (13,607,440) 638,267,320 4,106,064,071
Balance at 1 January 2012 644,763,730 166,226,055 421,692,405 2,248,722,001 (13,607,440) 638,267,320 4,106,064,071
Movement for the year ended 31 June
2012
Net profit - - - 222,035,234 - 77,603,952 299,639,186
Other comprehensive income 五(34) - 135,000 - - - - 135,000
Profit appropriation
- appropriation to surplus reserves 五(35) - - 43,011,863 (43,011,863) - - -
- profit distribution to equity owners 五(36) - - - (257,905,492) - - (257,905,492)
Others - - - - - - -
Balance at 30 June 2012 644,763,730 166,361,055 464,704,268 2,169,839,880 (13,607,440) 715,871,272 4,147,932,765
The accompanying notes form an integral part of these financial statements.
-5-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN OWNERS’ EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
Undistributed Total owners'
Items Note(s) Share capital Capital surplus Surplus reserves profits equity
Balance at 1 January 2011 644,763,730 154,106,028 383,570,404 574,774,541 1,757,214,703
Movement for the year ended 31 December 2011
Net profit - - - 430,118,633 430,118,633
Other comprehensive income 5(34) - (667,700) - - (667,700)
Profit distribution -
- appropriation to surplus reserves 5(35) - - 38,122,001 (38,122,001) -
- profit distribution to equity owners 5(36) - - - (298,525,607) (298,525,607)
Balance at 31 December 2011 644,763,730 153,438,328 421,692,405 668,245,566 1,888,140,029
Balance at 1 January 2012 644,763,730 153,438,328 421,692,405 668,245,566 1,888,140,029
Movement for the year ended 30 June 2012
Net profit - - - (3,011,061) (3,011,061)
Other comprehensive income 5(34) - 135,000 - - 135,000
Profit distribution
- appropriation to surplus reserves 5(35) - - 43,011,863 (43,011,863) -
- profit distribution to equity owners 5(36) - - - (257,905,492) (257,905,492)
Balance at 30 June 2012 644,763,730 153,573,328 464,704,268 364,317,150 1,627,358,476
The accompanying notes form an integral part of these financial statements.
-6-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
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 1995, 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.
The Company and its subsidiaries (collectively the “Group”) are principally engaged in the provision of
cargo packing, cargo handling, container terminal, warehousing, and land and sea transportation
services.
These consolidated financial statements have been approved for issue by the Board of Directors on 21
August 2012.
2 Significant accounting policies and accounting estimates
(1) Basis of preparation
The financial statements were prepared in accordance with the Basic Standard and 38 specific
standards of the Accounting Standards for Business Enterprises issued by the Ministry of Finance on
15 February 2006, and the Application Guidance for Accounting Standards for Business Enterprises,
Interpretations of Accounting Standards for Business Enterprises and other relevant regulations issued
thereafter (hereafter collectively referred to as “the Accounting Standards for Business Enterprises” or
“CAS”) and the disclosure requirements in the Preparation Convention of Information Disclosure by
Companies Offering Securities to the Public No.15 – General Rules on Financial Reporting (2010
revised) issued by the China Securities Regulatory Commission.
-7-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(2) Statement of compliance with the Accounting Standards for Business Enterprises
The financial statements of the Company for the year ended 31 December 2011 are in compliance
with the Accounting Standards for Business Enterprises, and truly and completely present the financial
position of the Consolidated and the Company as of 31 December 2011 and of their financial
performance, cash flows and other information for the year then ended.
(3) Accounting year
The Company’s accounting year starts on 1 January and ends on 31 December.
(4) Recording currency
The recording currency is Renminbi (RMB).
(5) Business Combinations
(a) Business combinations involving enterprises under common control
The consideration paid and net assets obtained by the absorbing party in a business combination are
measured at the carrying amount. The difference between the carrying amount of the net assets
obtained from the combination and the carrying amount of the consideration paid for the combination
is treated as an adjustment to capital surplus (share premium). If the capital surplus (share premium)
is not sufficient to absorb the difference, the remaining balance is adjusted against retained earnings.
Costs directly attributable to the combination are included in profit or loss in the period in which they
are incurred. Transaction costs associated with the issue of equity or debt securities for the business
combination are included in the initially recognised amounts of the equity or debt securities.
(b) Business combinations involving enterprises not under common control
The cost of combination and identifiable net assets obtained by the acquirer in a business combination
are measured at fair value at the acquisition date. Where the cost of the combination exceeds the
acquirer’s interest in the fair value of the acquirer’s identifiable net assets, the difference is recognised
as goodwill; where the cost of combination is lower than the acquirer’s interest in the fair value of the
acquirer’s identifiable net assets, the difference is recognised in profit or loss for the current period.
Costs directly attributable to the combination are included in profit or loss in the period in which they
are incurred. Transaction costs associated with the issue of equity or debt securities for the business
combination are included in the initially recognised amounts of the equity or debt securities.
-8-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(6) Preparation of consolidated financial statements
The consolidated financial statements comprise the financial statements of the Company and all of its
subsidiaries.
Subsidiaries are consolidated from the date on which the Group obtains control and are de-
consolidated from the date that such control ceases. For a subsidiary that is 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, comes 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.
In preparing the consolidated financial statements, where the accounting policies and the accounting
periods of the Company and subsidiaries are inconsistent, the financial statements of the subsidiaries
are adjusted in accordance with the accounting policies and the accounting period of the Company.
For subsidiaries acquired from business combinations 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 intra-group balances, transactions and unrealized profits are eliminated in the
consolidated financial statements. The portion of subsidiaries’ equity and the portion of subsidiaries’
net profits and losses for the period not attributable to Company are recognised as minority interests
and presented separately in the consolidated financial statements under equity and net profits
respectively.
(7) Disposal of minority interest in subsidiary
In preparing the consolidated financial statements, the difference between the minority interest
increased by the disposal and net assets of subsidiary calculated by the shareholding portion from the
date of acquisition (or the date of consolidation) ,is adjusted to owners’ equity(capital surplus).If the
capital surplus is not efficient ,then surplus reserves will be adjusted.
(8) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits that can be readily drawn on demand,
and 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.
-9-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(9) Foreign currency translation
(a) Foreign currency transactions
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 or construction 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.
(b) Translation of foreign currency financial statements
The asset and liability items in the balance sheets for overseas 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 overseas 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 overseas 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.
(10) Financial instruments
(a) Financial assets
(i) Classification of 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.
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.
- 10 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(10) Financial instruments (Continued)
(a) Financial assets (Continued)
(i) Classification of financial assets (Continued)
Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market.
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.
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 over 12 months when the investments were made but are
due within 12 months at the balance sheet date are included in current portion of non-current assets;
held-to maturity investments with maturities no more than 12 months when the investments were
made are included in other current assets.
(ii) 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 incurred 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 initially recognised amounts.
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.
- 11 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(10) Financial instruments (Continued)
(a) Financial assets (Continued)
(ii) Recognition and measurement (Continued)
Gains or losses arising from change in the fair value of financial assets at fair value through profit or
loss are 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 disposal of these assets are in
profit or loss for the current period.
Gains or losses arising from change in fair value of available-for-sale financial assets are recognised
directly in equity, except for impairment losses and foreign exchange gains and losses arising from
translation of monetary financial assets. When such financial assets are derecognised, the cumulative
gains or losses previously recognised directly into equity are recycled into profit or loss for the current
period. Interests on available-for-sale investments in debt instruments calculated using the effective
interest method during the period in which such investments are held and cash dividends declared by
the investor on available-for-sale investments in equity instruments are recognised as investment
income, which is recognised in profit or loss for the period.
(iii) Impairment of financial assets
The Group assesses the carrying amounts of financial assets other than those at fair value through
profit or loss at each balance sheet date. If there is objective evidence that a financial asset is
impaired, an impairment loss is provided for.
When an impairment loss on a financial asset carried at amortised cost has occurred, the amount of
loss is provided for at the difference between the asset’s carrying amount and the present value of its
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.
If there is objective evidence that an impairment loss on available-for-sale financial assets incurred,
the cumulative losses arising from the decline in fair value that had been recognised directly in equity
are transferred out from equity and into 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 into 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, the increase in its fair value in
a subsequent period is recognised directly in equity.
- 12 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(10) Financial instruments (Continued)
(a) Financial assets (Continued)
(iv) Derecognition of financial assets
A financial asset is derecognized when any of the below criteria is met: (i) the contractual rights to
receive the cash flows from the financial asset expire; (ii) the financial asset has been transferred and
the Group transfers substantially all the risks and rewards of ownership of the financial asset to the
transferee; or (iii) the financial asset has been transferred and the Group has not retained control of
the financial asset, although the Group neither transfers nor retains substantially all the risks and
rewards of ownership of the financial asset.
On derecognition of a financial asset, the difference between the carrying amount and the sum of the
consideration received and the cumulative changes in fair value that had been recognised directly in
equity, is recognized in profit or loss.
(b) Financial liabilities
Financial liabilities are classified into the following categories at initial recognition: financial liabilities at
fair value through profit or loss and other financial liabilities. The financial liabilities of the Group mainly
comprise other financial liabilities, including payables, borrowings and debentures payable.
Payables, including accounts payable and other payables, are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method.
Borrowings and debentures payable are recognised initially at fair value, net of transaction costs
incurred, and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities with maturities no more than one year are classified as current liabilities.
Other financial liabilities with maturities over one year but are due within one year at the balance sheet
date are classified as the current portion of non-current liabilities. Others are classified as non-current
liabilities.
A financial liability is derecognised or partly derecognised when the current obligation is discharged or
partly discharged. The difference between the carrying amount of the financial liability or the
derecognised part of the financial liability and the consideration paid is recognised in profit or loss.
- 13 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(10) Financial instruments (Continued)
(c) 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 that is not traded in an active market
is determined by using a valuation technique. Valuation techniques include using prices of recent
market transactions between knowledgeable and willing parties, reference to the current fair value of
another financial asset that is substantially the same with this instrument, and discounted cash flow
analysis, etc. When a valuation technique is used to establish the fair value of a financial instrument, it
makes the maximum use of observable market inputs and relies as little as possible on entity-specific
inputs.
(11) Receivables
Receivables comprise accounts receivable and other receivables. Accounts receivable arising from
sale of goods or rendering of services are initially recognised at fair value of the contractual payments
from the buyers or service recipients.
(a) Receivables with amounts that are individually significant and subject to separate assessment for
provision for bad debts
Receivables with amounts that are individually significant are subject to assessment for impairment
on the individual basis. If there exists objective evidence that the Group will not be able to collect the
amount under the original terms, a provision for impairment of that receivable is made.
The criterion for determining individually significant amounts is the top five individually significant
amounts.
The method of providing for bad debts for those individually significant amounts is as follows: the
amount of the present value of the future cash flows expected to be derived from the receivable below
its carrying amount.
- 14 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(11) Receivables (Continued)
(b) The receivables that are grouped for providing bad debt provision
Receivables with amounts that are not individually significant and those receivables that have been
individually assessed for impairment and have not been found impaired are classified into certain
groupings based on their credit risk characteristics. The provision for bad debts is determined based
on the historical loss experience for the groupings of receivables with similar credit risk characteristics,
taking into consideration of the current circumstances.
The basis of similar credit risk group: the aging of receivables
Method of determining provision for bad debts by groupings –Ageing analysis method
The provision ratios used under the ageing analysis method for the above groupings are as follows:
Provision ratios used for Provision ratios used for
accounts receivable (%) other receivables (%)
Within 1 year 0 0
1 to 2 years 0-10 0-10
2 to 3 years 0-30 0-30
3 to 4 years 0-60 0-60
4 to 5 years 0-60 0-60
Over 5 years 50-100 50-100
(c) Receivables with amounts that are not individually significant but subject to separate assessment for
provision for bad debts
The reason for making separate assessment for provision for bad debts is that there exists objective
evidence that the Group will not be able to collect the amount under the original terms of the
receivable.
The provision for bad debts is determined based on the amount of the present value of the future cash
flows expected to be derived from the receivable below its carrying amount.
(d) When the Group transfers the accounts receivable to the financial institutions without recourse, the
difference between the proceeds received from the transaction and their carrying amounts and the
related taxes is recognised in profit or loss for the current period.
- 15 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(12) Inventories
(a) Classification
Inventories include spare parts, fuel, and low value consumables, and are measured at the lower of
cost and net realizable value.
(b) Costing of inventories
Cost of spare parts and fuel is determined on the weighted average method.
(c) Basis for determining net realizable values of inventories and method for making provision for decline
in the value of inventories
Provision for decline in the value of inventories is determined at the excess amount of the carrying
amounts of the inventories over their net realizable value. Net realizable 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 related taxes.
(d) The Group adopts the perpetual inventory system.
(e) Amortization methods of low value consumables
Low value consumables are amortized into expenses based upon numbers of usage.
(13) Long-term equity investments
Long-term equity investments comprise the Company’s long-term 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.
Subsidiaries are the investees over which the Company is able to exercise control. Associates are the
investees that the Group has significant influence on their financial and operating policies.
Investments in subsidiaries are presented in the Company’s financial statements using the cost
method, and are adjusted to the equity method when preparing the consolidated financial statements.
Investments in joint ventures and associates are accounted for using the equity method. Other 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, are accounted for using the cost method.
- 16 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(13) Long-term equity investments (Continued)
(a) Determination of investment cost
For long-term equity investments acquired through a business combination: for long-term equity
investments acquired through a business combination involving enterprises under common control,
the investment cost shall be the absorbing party’s share of the carrying amount of owners’ equity of
the party being absorbed at the combination date; for long-term equity investment acquired through a
business combination involving enterprises not under common control, the investment cost shall be
the combination cost.
For long-term equity investments acquired not through a business combination: for long-term equity
investment acquired by payment in cash, the initial investment cost shall be the purchase price
actually paid; for long-term equity investments acquired by issuing equity securities, the initial
investment cost shall be the fair value of the equity securities issued.
(b) Subsequent measurement and recognition of related profit and loss
For long-term equity investments accounted for using the cost method, they are measured at the initial
investment costs, and cash dividends or profit distribution declared by the investees are recognised as
investment income in profit or loss.
For long-term equity investments accounted for using the equity method, where the initial investment
cost of a long-term equity investment exceeds the Group’s share of the fair value of the investee’s
identifiable net assets at the acquisition date, the long-term equity investment is measured at the initial
investment cost; where the initial investment cost is less than the Group’s share of the fair value of the
investee’s identifiable net assets at the acquisition date, the difference is included in profit or loss and
the cost of the long-term equity investment is adjusted upwards accordingly.
For long-term equity investments accounted for using the equity method, the Group recognises the
investment income according to 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 criteria with respect to recognition of provisions under the accounting standards on
contingencies are satisfied, the Group continues recognising the investment losses and the provisions.
For changes in owners’ equity of the investee other than those arising from its net profit or loss, the
Group records its proportionate share directly into capital surplus, 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 distribution or cash dividends declared by an investee. The
unrealised profits or losses arising from the intra-group transactions amongst the Group and its
investees are eliminated in proportion to the Group’s equity interest in the investees, and then based
on which the investment gains or losses are recognised. For the loss on the intra-group transaction
amongst the Group and its investees attributable to asset impairment, any unrealised loss is not
eliminated.
- 17 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(13) Long-term equity investments (Continued)
(c) Basis for determing existence of control, jointly control or significant influence over investees
Control is the power to govern the financial and operating policies of the investee so as to obtain
benefits from its operating activities. In determining whether the Company is able to exercise control
over the investee, the effect of potential voting rights over the investee is considered, such as
convertible debts and warrants currently exercisable, etc.
Joint control is the contractually agreed sharing of control over an economic activity, and exists only
when the strategic financial and operating decisions relating to the activity require the unanimous
consent of the parties sharing control.
Significant influence is the power to participate in the financial and operating policy decisions of the
investee, but is not control or joint control over those policies.
(d) Impairment of long-term equity investments
The carrying amounts of long-term equity investments in subsidiaries, joint ventures and associates
are reduced to the recoverable amounts when the recoverable amounts are below their carrying
amounts (Note2(20)). For other long-term equity investments which are not quoted in an active market
and whose fair values cannot be reliably measured, the excess of their carrying amounts over the
present values of future cash flows discounted at the prevailing market yield rate for similar financial
assets is recognised as impairment loss and cannot be reversed once recognized.
(14) Investment properties
Investment properties, including land use rights that have already been leased out, buildings that are
held for the purpose of leasing, and buildings that are being constructed or developed for the purpose
of leasing in future, are measured initially at cost. Subsequent expenditures incurred in relation to an
investment property are included in the cost of the investment property when it is probable that the
associated economic benefits will flow to the Group and their costs can be reliably measured;
otherwise, the expenditures are recognized in profit or loss in the period in which they are incurred.
The Group adopts the cost model for subsequent measurement of investment properties. Buildings
and land use rights are depreciated or amortised to their estimated net residual values over their
estimated useful lives. The estimated useful lives, the estimated net residual values that are
expressed as a percentage of cost and the annual depreciation (amortisation) rates of investment
properties are as follows:
- 18 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(14) Investment properties (Continued)
Estimated Annual depreciation
Estimated useful lives residual value (amortization) rate
Buildings 25 - 33 years 10% 2.7% to 3.6%
Land use rights 8 - 38 years - 2.6% to 12.5%
When an investment property is transferred to owner-occupied properties, it is reclassified as fixed
asset or intangible asset at the date of the transfer. When an owner-occupied property is transferred
out for earning rentals or for capital appreciation, the fixed asset or intangible asset is reclassified as
investment properties at its carrying amount at the date of the transfer.
The investment property’s estimated useful life, net residual value and depreciation (amortisation)
method applied are reviewed and adjusted as appropriate at each 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 net amount
of proceeds from sale, transfer, retirement or damage of an investment property after its carrying
amount and related taxes and expenses is recognised in profit or loss for the current period.
The carrying amount of an investment property is reduced to the recoverable amount if the
recoverable amount is below the carrying amount (Note2(20)).
(15) Fixed assets
(a) Fixed assets recognition and initial measurement
Fixed assets comprise harbor facilities, warehouses, container yards and buildings, machinery and
equipment, motor vehicles, cargo ships and tugboats, and other equipments.
Fixed assets are recognised when it is probable that the related economic benefits will flow to the
Group and the costs can be reliably measured. Fixed assets purchased or constructed by the Group
are initially measured at cost at the acquisition date. The fixed assets contributed by the State
shareholders at the reorganisation of the Company into a corporation entity are recognised based on
the revaluated amounts approved by the state-owned assets administration department.
Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset when it
is probable that the associated economic benefits will flow to the Group and the related cost can be
reliably measured. The carrying amount of the replaced part is derecognised. All the other subsequent
expenditures are recognised in profit or loss in the period in which they are incurred.
- 19 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(15) Fixed assets (Continued)
(b) Depreciation methods of fixed assets
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 that have been
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 of fixed assets are as follows:
Estimated Estimated Annual
useful lives residual value 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 each year-end.
(c) The carrying amount of a fixed asset is reduced to the recoverable amount when the recoverable
amount is below the carrying amount (Note2(20)).
(d) Disposal of fixed assets
A fixed asset is derecognised on disposal or when no future economic benefits are expected from its
use or disposal. The amount of proceeds from disposals 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.
(16) Construction in progress
Construction in progress is measured at actual cost. Actual cost comprises construction costs,
installation costs, borrowing costs that are eligible for capitalisation and other costs necessary to bring
the fixed assets 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.
The carrying amount of construction in progress is reduced to the recoverable amount when the
recoverable amount is below the carrying amount (Note2(20)).
- 20 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(17) 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 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 and 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.
For the specific borrowings obtained for the acquisition or construction of a fixed asset qualifying for
capitalisation, the amount of borrowing costs eligible for capitalisation is determined by deducting any
interest income earned from depositing the unused specific borrowings in the banks or any investment
income arising on the temporary investment of those borrowings during the capitalisation period.
For the general borrowings obtained for the acquisition or construction of a fixed asset qualifying for
capitalisation, the amount of borrowing costs eligible for capitalisation is determined by applying the
weighted average effective interest rate of general borrowings, to the weighted average of the excess
amount of cumulative expenditures on the asset over the amount of specific borrowings. The effective
interest rate is the rate at which the estimated future cash flows during the period of expected duration
of the borrowings or applicable shorter period are discounted to the initial amount of the borrowings.
(18) Intangible assets
Intangible assets including land use rights, coastal line 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) Coastal line use rights
Coastal line use rights are amortised on the straight-line basis over periods of 5 - 50 years.
- 21 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(18) Intangible assets (Continued)
(c) Computer software
Computer software is amortised on a straight-line basis over periods of 3 - 5 years.
(d) 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.
(e) Impairment of intangible assets
The carrying amount of intangible assets is reduced to the recoverable amount when the recoverable
amount is below the carrying amount (Note2(20)).
(19) 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.
(20) 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.
- 22 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(20) Impairment of long-term assets (Continued)
Separately recognized 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 above asset impairment loss is recognized, it will not be reversed for the value recovered in
the subsequent periods.
(21) Employee benefits
Employee benefits mainly include wages or salaries, bonuses, allowances and subsidies, staff welfare,
social security contributions, housing funds, labor union funds, employee education funds and other
expenditures incurred in exchange for service rendered by employees.
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 recognized 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.
(22) Dividend distribution
Cash dividend is recognised as a liability for the period in which the dividend is approved by the
shareholders’ meeting.
- 23 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(23) Revenue recognition
The amount of revenue is determined in accordance with the fair value of the consideration received
or receivable for the sale of services in the ordinary course of the Group’s activities. Revenue is shown
net of discounts and returns.
Revenue is recognized when the economic benefits associated with the transaction will flow to the
Group, the related revenue can be reliably measured, and the specific revenue recognition criteria
have been met for each type 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 recognized when
services are completed and the amount of revenue and cost can be reliably measured.
(b) Transfer of asset use rights
Interest income is recognized on a time-proportion basis using the effective interest method.
Lease income from an operating lease is recognized on a straight-line basis over the period of the
lease.
(24) Government Grants
Government grants are transfers of monetary or non-monetary assets from the government to the
Group at nil consideration, including refund of taxes and financial subsidies, etc.
A government grant is recognized when the conditions attached to it can be complied with and the
government grant can be received. For a government grant in the form of transfer of monetary assets,
the grant is measured at the amount received or receivable. For a government grant in the form of
transfer of non-monetary assets, it is measured at fair value; if the fair value is not reliably
determinable; the grant is measured at nominal amount.
A government grant related to an asset is recognized as deferred income, and evenly amortized to
profit or loss over the useful life of the related asset. Government grants measured at nominal
amounts are recognized immediately in profit or loss for the current period.
For government grants related to income, where the grant is a compensation for related expenses or
losses to be incurred by the Group in the subsequent periods, the grant is recognized as deferred
income, and included in profit or loss over the periods in which the related costs are recognized; where
the grant is a compensation for related expenses or losses already incurred by the Group, the grant is
recognised immediately in profit or loss for the current period.
- 24 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(25) Deferred revenue
Deferred revenue is the advance from customers which should be amortized on a straight-line basis
over the expected beneficial period and presented at cost net of accumulated amortization.
(26) Deferred tax assets and deferred tax liabilities
Deferred tax assets and deferred tax liabilities are calculated and recognized based on the differences
arising between the tax bases of assets and liabilities and their carrying amounts (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 accordance with the tax laws. No deferred tax
liability is recognized 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 realized or the liability is settled.
Deferred tax assets are only recognized 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 utilized.
Deferred tax liabilities are recognized for temporary differences arising from investments in
subsidiaries, associates and joint ventures, except where the Group is able to control the timing of
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, associates and joint ventures 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 related to the same tax payer within the Group and the same taxation
authority; and,
that tax payer within the Group has a legally enforceable right to offset current tax assets against
current tax liabilities.
- 25 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(27) 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 recognized 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.
(28) Held for sale and discontinuing operations
A non-current asset or a component of the Group satisfying the following conditions is classified as
held for sale: (1) the Group has made a resolution for disposal of the non-current asset or the
component;(2) an irrevocable contract with the transferee has been signed and;(3) the transfer will be
completed within one year.
Non-current assets, except for financial assets and deferred tax assets, that meet the recognition
criteria for held for sale are included in other current assets at the amount equal to the lower of the fair
value less costs to sell and the carrying amount. Any excess of the original carrying amount over the
fair value less costs to sell is recognized as an asset impairment loss.
Discontinued operation is a component of the Group that either has been disposed of or is classified
as held for sale, and can be distinguished from other components within the Group in the business
operations and in the preparation of financial statements.
(29) Segment information
The Group identifies operating segments based on the internal organization structure, management
requirements and internal reporting system, and discloses segment information of reportable
segments which is determined on the basis of operating segments.
An operating segment is a component of the Group that satisfies all of the following conditions: (1) the
component is able to earn revenues and incur expenses from its ordinary activities; (2) whose
operating results are regularly reviewed by the Group’s management to make decisions about
resources to be allocated to the segment and to assess its performance, and (3) for which the
information on financial position, operating results and cash flows is available to the Group. If two or
more operating segments have similar economic characteristics and satisfy certain conditions, they
are aggregated into one single operating segment.
- 26 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2 Significant accounting policies and accounting estimates (Continued)
(30) Critical accounting estimates and key assumptions
The Group continually evaluates the critical accounting estimates and key judgements applied based
on historical experience and other factors.
There are no critical accounting estimates or key judgments of the Group in current year that will
cause significant adjustments to the book value of assets and liabilities in next year.
3 Taxation
The types and rates of taxes applicable to the Group are set out below.
Type Taxable basis Tax rate
Enterprise income tax Taxable income 16.5%and 25%
Value added tax (“VAT”) Taxable income from vehicle maintenance and utilities supplies on ships 17%
in shore (tax payable represents output VAT calculated using the
taxable sales amount multiplied by the effective tax rate less deductible
input VAT)
Taxable income from sales of scraps 3%
Taxable income from transfer of fixed asset (tax inclusive) 4% (levied by half)
Business tax Taxable loading/unloading and transportation income 3%
Taxable warehousing, logistic agency and rental income 5%
Urban maintenance and VAT and Business tax paid 5% and 7%
construction tax
Education surplus VAT and Business tax paid 3%
Regional education surplus VAT and Business tax paid 2%
The applicable enterprise income tax rate for the Company and the subsidiaries located in Shenzhen
Special Economic Zone had been 15%. 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 2012 is 25%. (2011: 24%)
The applicable enterprise income tax rate for the subsidiaries located in Dongguan city is 25%. (2011:
25%)
- 27 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
3 Taxation (Continued)
Chiwan Wharf Holdings (H.K.) Limited (hereinafter “WHK”) and Chiwan Shipping (H.K.) Company
Limited are subject to Hong Kong CIT income tax rate at 16.5% (2011: 16.5%).
For the year ended 30 June 2012, 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 #12 of Chiwan Container Terminal Company Limited (hereinafter
“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. 2012 is the ninth profit-
making year of berth #12, CIT has been provided at a rate of 12.5% (2011: 12%).
(b) 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. 2012 is the eighth profit-making year of berth #13, CIT
has been provided at a rate of 12.5% (2011: 12%).
- 28 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
4 Business combination and the consolidated financial statements
(1) Information of subsidiaries
(a) Subsidiaries obtained through incorporation or investment
Registered capital
(in ten thousand
Type of Nature of Yuan unless Legal Organization
Full name of investees subsidiaries Place of registration business otherwise stated) Principal activities Type of enterprise representatives code Hierarchy
Shenzhen Chiwan International Freight Domestically-funded
Agency Company Limited Direct Shenzhen, PRC Logistics 550 Shipping agency service enterprise Qu Jiandong 61885111-4 1
Shenzhen Chiwan Terminal Company Direct and Shenzhen, PRC Logistics 5,000 Port services Domestically-funded Zhao Qiang 19231989-1
Limited indirect enterprise 1
Shenzhen Chiwan Trains-Grains Terminal Direct and Shenzhen, PRC Logistics 4,500 Warehousing of grains Chinese-Foreign Zhang Jianguo 61893398-8
Company Limited indirect equity joint venture 1
Chiwan Wharf Holdings (H.K.) Limited Direct Hong Kong SAR, PRC Investments HKD 1,000,000 Shipping agency service Overseas enterprise NA NA 1
Dongguan Chiwan Wharf Company Direct and Dongguan, PRC Logistics 45,000 Port services, Chinese-Foreign Zhang Ning 79123972-X
Limited indirect warehousing and other equity joint venture
logistic services 1
Dongguan Chiwan Terminal Company Direct and Dongguan, PRC Logistics 30,000 Port services, Chinese-Foreign Wang Fen 67307267-4
Limited indirect warehousing and other equity joint venture
logistic services 2
Grossalan Investments Limited Indirect British Virgin Islands Investments USD 1 Investment holding Overseas enterprise NA NA 2
Hinwin Development Company Limited Indirect Hong Kong SAR, PRC Investments HKD 10,000 Investment holding Overseas enterprise NA NA 2
- 29 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
4 Business combination and the consolidated financial statements (Continued)
(1) Information of subsidiaries (Continued)
(a) Subsidiaries obtained through incorporation or investment (Continued)
Substantial net investment on the Amount of loss attributed
subsidiaries recorded in other Consolidate Minority to the minority
Name of subsidiaries Year end actual investment items Share holding Voting right or not interests shareholders
Shenzhen Chiwan International Freight Agency Company Limited 5,500,000 - 100% 100% Y - -
Shenzhen Chiwan Terminal Company Limited 50,000,000 - 100% 100% Y - -
Shenzhen Chiwan Trains-Grains Terminal Company Limited 45,000,000 - 100% 100% Y - -
Chiwan Wharf Holdings (H.K.) Limited 1,070,000 11,004,285 100% 100% Y - -
Dongguan Chiwan Wharf Company Limited(i) 382,500,000 - 85% 85% Y 70,703,095 1,497,454
Dongguan Chiwan Terminal Company Limited 300,000,000 - 100% 100% Y - -
Grossalan Investments Limited 8 - 100% 100% Y - -
Hinwin Development Company Limited(Note5(9)) 6,278,500 94,014,181 100% 100% Y - -
790,348,508 105,018,466 70,703,095 1,497,454
- 30 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
4 Business combination and the consolidated financial statements (Continued)
(1) Information of subsidiaries (Continued)
(b) Subsidiaries obtained through business combinations involving enterprises under common control
Full name of investees Type of Place of Nature of Registered capital Principal activities Type of enterprise Legal Organization Hierarchy
subsidiaries registration business (in ten thousand Yuan representatives code
unless otherwise stated)
Shenzhen Chiwan Harbour Direct and Shenzhen, Logistics 28,820 Container handling and other Chinese-Foreign Zhang Ning 61881729-0 1
Container Company Limited indirect PRC port services Equity joint venture
Shenzhen Chiwan Transportation Direct and Shenzhen, Logistics 1,500 container transportation, Chinese-Foreign Zhang Ning 61883349-3 1
Company Limited indirect PRC vehicle and port machinery Equity joint venture
maintenance
Chiwan Container Terminal Direct and Shenzhen, Logistics USD 95,300,000 Container handling and other Chinese-Foreign Zheng 61881700-4 1
Company Limited indirect PRC port services Equity joint venture Shaoping
Shenzhen Chiwan Shipping and Direct and Shenzhen, Logistics 2,400 Cargo shipping Chinese-Foreign Zhang Ning 61881638-6 1
Transportation Company Limited indirect PRC Equity joint venture
Chiwan Shipping (H.K.) Company Indirect Hong Kong, Logistics HKD 800,000 Shipping agency service Foreign company NA NA 2
Limited PRC
- 31 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
4 Business combination and the consolidated financial statements (Continued)
(1) Information of subsidiaries (Continued)
(b) Subsidiaries obtained through business combinations involving enterprises under common control (Continued)
Substantial net
investment on the Voting Amount of loss
Year end actual subsidiaries recorded Interest right held attributed to the
Name of subsidiaries investment in other items held (%) (%) Consolidated Minority interests minority shareholders
Shenzhen Chiwan Harbour Container Company Limited 250,920,000 - 100% 100% Yes - -
Shenzhen Chiwan Transportation Company Limited 7,000,000 19 100% 100% Yes - -
Chiwan Container Terminal Company Limited 485,990,004 - 55% 55% Yes 645,168,177 -
Shenzhen Chiwan Shipping and Transportation Company
Limited 24,000,000 - 100% 100% Yes - -
Chiwan Shipping (H.K.) Company Limited 856,000 - 100% 100% Yes - -
768,766,004 19 645,168,177 -
All above subsidiaries and the Company had been under common control by Nanshan Group before and after the acquisition.
- 32 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
4 Business combination and the consolidated financial statements (Continued)
(2) No entities newly included in or excluded from the consolidation scope in the current year
(3) There is no loss of subsidiary due to disposal of shares and loss of control during the year.
(4) Exchange rates applied to major financial statement items of the overseas operating entities
Balance Sheet Item Revenue, expense
30 June 2012 31 December 2011 and cash flow item
Chiwan Shipping (H.K.) Company Limited 1HKD = 0.81RMB 1HKD = 0.81RMB Current exchange rate of the
transaction
Grossalan Investments Limited 1HKD = 0.81RMB 1HKD = 0.81RMB Current exchange rate of the
transaction
5 Notes to the consolidated financial statements
(1) Cash at bank and on hand
30 June 2012 31 December 2011
Original Exchange RMB Original Exchange RMB
currency rate equivalent currency rate equivalent
Cash on hand-
RMB - - 20,013 - - 9,914
USD 71 6.30 447 71 6.30 447
HKD 2,058 0.81 1,667 4,535 0.81 3,674
22,127 14,035
Cash at bank-
RMB - - 718,269,271 - - 292,000,350
USD 2,076,254 6.30 13,080,400 3,992,510 6.30 25,152,810
HKD 70,822,289 0.81 57,366,054 197,714,953 0.81 160,149,112
788,715,725 477,302,272
Other cash balances-
RMB - - 1,379,595 - - 1,458,828
HKD 17,047 0.81 13,808 17,047 0.81 13,808
1,393,403 1,472,636
790,131,255 478,788,943
- 33 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(2) Notes receivable
30 June 2012 31 December 2011
Bank acceptance notes 1,700,000 -
(3) Interest receivable
31 December Current year Current year 30 June
2011 additions decreases 2012
Interest receivables 51,667 783,453 (258,332) 576,788
There was no interest overdue as at 30 June 2012 and 31December 2011.
(4) Accounts receivable
30 June 2012 31 December 2011
Accounts receivable 235,867,293 230,846,394
Less: provision for bad debts (49,391) (49,391)
235,817,902 230,797,003
(a) The ageing of accounts receivable is analysed below:
30 June 2012 31 December 2011
Within 1 year 235,796,134 230,011,499
1 to 2 years - 757,905
2 to 3 years - -
Over 3 years 71,159 76,990
235,867,293 230,846,394
- 34 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(4) Accounts receivable (Continued)
(b) Accounts receivable are analysed by categories as follows:
30 June 2012 31 December 2011
Book amount Provision for bad debts Book amount Provision for bad debts
% of total Provision for % of % of total Provision for % of
Amount balance bad debts balance Amount balance bad debts balance
With amounts that are individually
significant and that the related
169,886,415 72% - - 180,326,499 78% - -
provision for bad debts is
provided on the individual basis
Others 65,980,878 28% (49,391) 0.1% 50,519,895 22% (49,391) 0.1%
235,867,293 100% (49,391) 0.02% 230,846,394 100% (49,391) 0.02%
The management classified the five largest accounts receivable as “with amounts that are individually
significant”.
(c) As at 30 June 2012, receivables that are individually significant and impaired are analysed as follows:
Provision for % of the balance and
Amount bad debt reason of impairment
Customer A 95,138,232 - Not applicable
Customer B 32,349,063 - Not applicable
Customer C 17,445,290 - Not applicable
Customer D 15,929,394 - Not applicable
Customer E 9,024,436 - Not applicable
169,886,415 -
- 35 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(4) Accounts receivable (Continued)
(d) The aging analysis of the receivables that are grouped and impaired is as follows:
30 June 2012 31 December 2011
Book amount Provision for bad debts Book amount Provision for bad debts
% of total Provision for % of % of total Provision for % of
Amount balance bad debts balance Amount balance bad debts balance
Within 1 year 65,860,329 28% - - 49,685,000 22% - -
1 to 2 years - - - - 757,905 0% - -
Over 3 years 120,549 0% (49,391) 41.0% 76,990 0% (49,391) 64.2%
65,980,878 28% (49,391) 0.1% 50,519,895 22% (49,391) 0.1%
(e) As at 30 June 2012, no balances included in above accounts receivable are due from the
shareholders of the Company who hold over 5% voting rights (31 December 2011: Nil).
(f) As at 30 June 2012, the Group’s five largest accounts receivable balances are analyzed as follows:
Relationship % of total accounts
with the Group Amount Duration receivable balance
Customer A Third party 95,138,232 Within 1 year 40%
Customer B Third party 32,349,063 Within 1 year 14%
Customer C Third party 17,445,290 Within 1 year 7%
Customer D Third party 15,929,394 Within 1 year 7%
Customer E Third party 9,024,436 Within 1 year 4%
169,886,415 72%
- 36 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(4) Accounts receivable (Continued)
(g) Accounts receivable due from related parties are analysed as follows:
30 June 2012 31 December 2011
Provision Provision
Relationship % of total for bad % of total for bad
with the Group Amount balance debts Amount balance debts
Shenzhen Southsea Grains Industries Limited Notes 7(4) 1,163,142 1% - 1,368,092 1% -
(“Southsea Grains”)
China Petroleum Supply Base Co., Ltd. (“CPSB”) Notes 7(4) 971,250 0% - - - -
China Merchant Bonded Logistics )Co., Notes 7(4) 429,604 0% - 378,384 0% -
Ltd(“CMBL”)
Shekou Container Terminals Limited(“SCT”) Notes 7(4) 224,200 0% - 6,500 0% -
Shenzhen Mawan Wharf Co, Ltd.(“SMW”) Notes 7(4) 83,103 0% - 335,669 0% -
Shenzhen Mawan Port Co., Ltd. (“SMP”) Notes 7(4) 73,460 0% - 682,266 0% -
China Overseas Harbor Affairs (Laizhou) Co. Ltd. Notes 7(4) 62,928 0% - - - -
Shenzhen Nantian Oil Dregs Industry Co., Ltd. Notes 7(4) - - - 539,724 0% -
73,460 0% - 682,266 0% -
(h) The following accounts receivable are denominated in foreign currencies:
30 June 2012 31 December 2011
Original Exchange RMB Original Exchange RMB
currency rate equivalent currency rate equivalent
USD 4,520,406 6.30 28,478,558 4,882,828 6.30 30,761,816
HKD 1,706,473 0.81 1,382,243 936,003 0.81 758,163
29,860,801 31,519,979
- 37 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(5) Other receivables
30 June 2012 31 December 2011
Current accounts with counterparties 11,019,855 7,100,207
Deposits 2,601,777 2,940,003
Staff advances 1,222,291 1,554,108
Others 569,392 489,912
15,413,315 12,084,230
Less: Provision for bad debts (250,353) (250,353)
15,162,962 11,833,877
(a) The ageing of other receivables is analysed below:
30 June 2012 31 December 2011
Within 1 year 14,367,742 11,127,183
1 to 2 years 672,943 455,276
2 to 3 years 7,510 9,603
3 to 4 years 235,569 279,544
4 to 5 years 58,771 88,996
Over 5 years 70,780 123,628
15,413,315 12,084,230
(b) Other receivables are analysed by categories as follows:
30 June 2012 31 December 2011
Book amount Provision for bad debts Book amount Provision for bad debts
% of total Provision for % of % of total Provision for % of
Amount balance bad debts balance Amount balance bad debts balance
With amounts that are individually
significant and that the related
provision for bad debts is
provided on the individual basis 5,791,721 38% - - 5,707,787 47% - -
Receivables that are grouped and
provided for bad debt 9,621,594 62% (250,353) 2.6% 6,376,443 53% (250,353) 3.9%
15,413,315 100% (250,353) 1.6% 12,084,230 100% (250,353) 2.1%
- 38 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(5) Other receivables (Continued)
(c) As at 30 June 2012, other receivables with amounts that are individually significant and that the
related provision for bad debts is provided on the individual basis are analyzed as follows:
Provision for
Book amount bad debts % of balance Reason
CMBL 2,070,310 - - N/A
SMW 1,339,664 - - N/A
N/A
Deposits of customs declaration 800,000 - -
N/A
Deposits of non-vessel carrier 797,040 - -
SMP 784,707 - - N/A
5,791,721 -
(d) Other receivables that the related provision for bad debts is provided on grouping basis using the
ageing analysis method are analyzed as follows:
30 June 2012 31 December 2011
Book amount Provision for bad debts Book amount Provision for bad debts
% of total Provision for % of % of total Provision for % of
Amount balance bad debts balance Amount balance bad debts balance
Within 1 year 7,928,383 51% - - 5,419,396 45% - -
1 to 2 years 1,420,581 9% (142,058) 10.0% 455,276 4% (45,528) 10.0%
2 to 3 years 7,510 0% (2,253) 30.0% 9,603 0% (2,881) 30.0%
Over 3 years 265,120 2% (106,042) 40.0% 492,168 4% (201,944) 41.0%
9,621,594 62% (250,353) 2.6% 6,376,443 53% (250,353) 3.9%
(e) As at 30 June 2012, no balances in other receivables from shareholders holding more than 5%
(including 5%) of the voting rights of the Company (31 December 2011: Nil).
- 39 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(5) Other receivables (Continued)
(f) As at 30 June 2012, the five largest other receivables are analyzed as follows:
Relationship with the % of total accounts
Group Amo Duration receivable balance
CMBL Associate of the Group 2,070,310 Within 1 year 13%
SMW Associate of the Group 1,339,664 Within 1 year 9%
1 to 2 year
Deposits of customs declaration Third party 800,000 5%
1 to 2 year
Deposits of non-vessel carrier Third party 797,040 5%
SMP Associate of the Group 784,707 Within 1 year 5%
5,791,721 38%
(g) Other receivables due from related parties are analyzed as follows:
30 June 2012 31 December 2011
% of total Provision % of total Provision
Relationship accounts for bad accounts for bad
with the Group Amount receivables debt Amount receivables debt
CMBL Notes 7(4) 2,070,310 13% - 2,622,178 22% -
SMW Notes 7(4) 1,339,664 9% - 898,479 7% -
SMP Notes 7(4) 784,707 5% - 308,451 3% -
SCT Notes 7(4) 354,744 2% - 187,102 2% -
Shenzhen Xuqin Industrial
Development Co., Ltd.(“Xuqin”) Notes 7(4) 320,000 2% (192,000) 320,000 3% (192,000)
China Petroleum Supply Base Co.,
Ltd. (“CPSB”) Notes 7(4) 135,622 1% - 135,622 1% -
China Merchants International Cold Notes 7(4)
Chain (Shenzhen) Company
Limited(“CMICL”) 25,295 0% - 48,645 0% -
5,030,342 33% (192,000) 4,520,477 37% (192,000)
- 40 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(5) Other receivables (Continued)
(h) The following other receivables are denominated in foreign currencies:
30 June 2012 31 December 2011
Original Exchange RMB Original Exchange RMB
Foreign currency currency rate equivalent currency rate equivalent
USD 134,617 6.30 848,084 102,836 6.30 647,867
HKD 3,357,820 0.81 2,719,834 378,355 0.81 306,468
3,567,918 954,335
(6) Advance to suppliers
(a) The ageing of advance to suppliers is analyzed below;
30 June 2012 31 December 2011
% of total % of total
Amount Amount
balance balance
Within 1 year 5,698,872 100% 3,497,668 100%
(b) Advances to suppliers are analyzed by categories as follows:
Category 30 June 2012 31 December 2011
Project payment 2,821,521 -
Insurance Fee 1,027,250 1,631,823
Decoration Fee 1,720,701 1,210,724
Software Maintenance Expense - 496,389
Prepayment for Equipment 104,400 142,232
Consultancy and Advisory Fee 25,000 16,500
5,698,872 3,497,668
- 41 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(6) Advance to suppliers(Continued)
(c) As at 30 June 2012, the Group’s five largest advance to suppliers balances are analysed as follows:
% of total
Relationship advance to Time of
with the Group Amount suppliers prepayment Unsettled reason
Relevant goods or services
Guangdong Jiming Electricity Project Co.Ltd. Third party 2,821,521 50% Year 2012
were not provided
Relevant goods or services
Zhong Zhuang Design and Decoration Co.,Ltd. Third party 1,070,724 19% Year 2012
were not provided
Xin Yi Steel Products Company Limited Relevant goods or services
Third party 155,280 3% Year 2012
were not provided
Mettler Toledo (Changzhou) Weighting Equipment System Relevant goods or services
Third party 94,400 1% Year 2012
Co.,Ltd. were not provided
Relevant goods or services
China Pacific Insurance(group) Co.,Ltd. Third party 103,100 1% Year 2012
were not provided
4,245,025 74%
(d) As at 30 June 2012, no balances of advance to shareholders holding more than 5% (including 5%) of
the voting rights of the Company (31 December 2011: Nil).
(e) As at 30 June 2012, no balances of advance to suppliers were with related parties (31 December 2011:
Nil).
(7) Inventories
(a) Inventories by categories are analyzed as follows:
30 June 2012 31 December 2011
Provision for Provision for
declines in the declines in
value of Net book the value of Net book
Cost inventories value Cost inventories value
Spare parts 22,374,185 (792,118) 21,582,067 23,198,355 (792,118) 22,406,237
Fuel 1,532,712 - 1,532,712 1,062,721 - 1,062,721
Low value consumables 55,905 - 55,905 31,400 - 31,400
23,962,802 (792,118) 23,170,684 24,292,476 (792,118) 23,500,358
- 42 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(7) Inventories(Continued)
(b) Movement of inventories is analyzed as follows:
31 December 30 June
2011 Additions Less 2012
Spare parts 23,198,355 17,098,849 (17,923,019) 22,374,185
Fuel 1,062,721 26,359,497 (25,889,506) 1,532,712
Low value consumables 31,400 1,819,559 (1,795,054) 55,905
24,292,476 45,277,905 (45,607,579) 23,962,802
(c) Book value of inventories by age are analyzed as follows:
Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total
Spare parts 22,155,281 - - 218,904 22,374,185
Fuel 1,532,712 - - - 1,532,712
Low value consumables 55,905 - - - 55,905
23,743,898 - - 218,904 23,962,802
(d) Provision for declines in the value of inventories is analyzed as follows:
Current year
31 December 2011 provisions Current year decreases 30 June 2012
Reversals Written-off
Spare parts (792,118) - - - (792,118)
(e) Details about provision for declines in the value of inventories is as follows:
% of current year reversals to
Basis of provision Reason of current year reversals stock yearend balance
Spare parts Net realizable value lower than the
book value of spare parts Not applicable Not applicable
- 43 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(8) Available-for-sale financial assets
30 June 2012 31 December 2011
Available-for-sale equity investments 5,870,000 5,690,000
Available-for-sale financial asset represented 1,000,000 PRC legal person shares of Jiangsu
Expressway (the “Jiangsu Expressway”) held by the Company. As at 30 June 2012. the market value
of the stocks in Shanghai Stock Exchange per the closing market price of the last trading day of the
first half of the year 2012 was RMB5,870,000. Fair value change of RMB 135,000 has been credited to
capital surplus.
(9) Long-term equity investments
30 June 2012 31 December 2011
Joint ventures (a) 808,583,725 795,776,215
Associates (b) -Without quoted price 654,059,103 627,171,005
Other long-term equity investment 17,037,500 17,037,500
1,479,680,328 1,439,984,720
Less: Provision for impairment of long-term equity
investments (c) (3,128,300) (3,128,300)
1,476,552,028 1,436,856,420
As at 30 June 2012, the long-term equity investments of the Group were not subject to restriction on
disposal or remittance of return on investments.
- 44 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated and the Company’s financial statements (Continued)
(9) Long-term equity investments (Continued)
(a) Joint venture
Current period additions / decreases
Explanation of Provision
Share of net disparity between for
Initial Increase/ profit using Share Voting percentages of Provision impairment
Accounting investment 31 December Decrease in the equity Cash dividend Other changes holding rights share holding and for made in
method cost 2011 investment method declared in equity 30 June 2012 (%) (%) voting rights impairment current year
China Overseas Harbour Equity
Affairs (Laizhou) Co., Ltd. method 749,655,300 795,776,215 - 12,807,510 - - 808,583,725 40% 40% Not applicable - -
* According to the investment agreement with shareholders of China Overseas Harbour Affairs (Laizhou) Co., Ltd (hereinafter “COHA(Laizhou)”)and its
constitutions, significant affairs in its business operation can only be effective when approved by directors of Chiwan Wharf, therefore COHA(Laizhou) is
deemed to be under common control of Chiwan Wharf and its other shareholders, accordingly COHA(Laizhou) is accounted for as a joint-venture.
- 45 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated and the Company’s financial statements (Continued)
(9) Long-term equity investments (Continued)
(b) Associates
Current period additions / decreases
Cash Provision Provision
Initial Share of net dividends Other Reason of for for impairment
Accounting investmen 31 December Additional profit or loss announced by equity Interest Voting inconsistent interest impairment made in current
method t cost 2011 investment of associates associates changes 30 June 2012 % right % % and voting right balance year
Shenzhen Cyber-harbour
Network Co., Ltd. Equity
(“Cyber Network”) method 1,875,000 11,664,263 - 1,094,158 - - 12,758,421 23.16% 23.16% Not applicable - -
Equity
CMBL method 280,000,000 292,799,444 - 1,353,005 - - 294,152,449 40.00% 40.00% Not applicable - -
Equity
MPIL* method 139,932 322,707,298 - 24,440,935 - - 347,148,233 50.00% 50.00% Not applicable - -
627,171,005 - 26,888,098 - - 654,059,103 - -
* On 29 January 2010, the company signed agreement on transfer of shareholding to sell 20% shareholding of CMBL at a price of RMB94,000,000.The
relevant income on disposal had been recorded in the income statement of year 2010.
- 46 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated and the Company’s financial statements (Continued)
(9) Long-term equity investments (Continued)
(b) Associates (Continued)
In 2011, in consideration of the good development prospects of CMBL brought by develop plan of Qianhai,Shenzhen,the company decided to increase the
shareholding of CMBL and later, further increase the investment in it. As at 28 April 2011, Excel Steps Limited, WHK, a wholly owned subsidiary of the
Company and the company signed an agreement of transfer in shareholding. WHK paid to Excel Steps Limited around RMB 6.27 million to obtain 100%
shareholdings of Hinwin Development Co.,Ltd,and undertook advances from shareholder of Excel Steps Limited amounting around 94million.Hinwin has no
other business except holding 20% shares of CMBL, and the company deemed this substance of the transaction is to buy in 20% shareholding of CMBL, so
that the transaction is dealt as purchase of 20% shareholding of CMBL. After above transaction, the company has 40% equity interest of CMBL directly and
indirectly.
In May 2011, all shareholdings of CMBL agreed add 300 million in its registered capital to RMB 700 million. The investment of the company reached 120
million by shareholding portion.
** The company has 50% equity of MPIL, but no control power on it, so it is treated as joint –venture.
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, namely SMW, SMP and Shenzhen Mawan Terminals Co., Ltd. (“SMT”) (together referred to as
“Mawan Companies”), 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 corporation (Note 5 (10)) 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. So the actual shareholdings held by the group is 30%.
- 47 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(9) Long-term equity investments (Continued)
(c) Other long-term equity investment
Reason of Provision
Current year inconsistent Provision for impairment Current year
Initial 31 December additions / Voting interest % and for impairment made in current declared cash
Accounting method investment cost 2011 decreases 30 June 2012 Interest % right % voting right balance year dividend
China Ocean Shipping Agency
(Shenzhen) Company Limited Cost method 13,510,000 13,510,000 - 13,510,000 15.00% 15.00% Not applicable - - -
Shenzhen Petro-chemical Industry
(Group) Company Limited. Cost method 3,500,000 3,500,000 - 3,500,000 0.26% 0.26% Not applicable (3,117,800) - -
Guangdong Guang Jian Group
Company Limited Cost method 27,500 27,500 - 27,500 0.02% 0.02% Not applicable (10,500) - -
17,037,500 - 17,037,500 (3,128,300) - -
(b) Provision for impairment of long-term equity investments
Current year Current year
31 December 2011 additions decreases 30 June 2012
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
- 48 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(10) Investment in joint ventures and associates
The particular of the associates are set out as below.
Voting right
Interest held held 30 June 2012 Jan.-Jun. 2012
Total assets Total liabilities Net assets Operating revenue Net profit / (loss)
Joint venture –
China Overseas Harbour Affairs (Laizhou)
Co., Ltd. 40% 40% 2,012,091,753 182,326,518 1,829,765,235 131,859,859 32,130,118
Associates –
China Merchants Holdings (international)
information technology company Ltd. 23.16% 23.16% 70,708,233 13,262,457 57,445,776 25,690,284 4,724,343
CMBL 40% 40% 1,479,756,714 833,981,974 645,774,740 78,347,042 3,382,513
MPIL 50% 50% 268,300,180 83,100 268,217,080 - (300)
All above summary financial information of the joint venture and associates are extracted from their statutory financial statements or management accounts.
The Group has applied the accounting policy of the Group to the results of the joint venture and associates in equity accounting of the share of results of the
joint venture and associates.
- 49 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(11) Investment properties
31 December Current year Current year 30 June
2011 additions decreases 2012
Cost totals 65,028,138 - - 65,028,138
Buildings / properties 33,519,173 - - 33,519,173
Land use right 31,508,965 - - 31,508,965
Accumulated depreciation /
amortization totals 30,348,909 607,877 - 30,956,786
Buildings / properties 16,690,102 300,994 - 16,991,096
Land use right 13,658,807 306,883 - 13,965,690
Book value totals 34,679,229 - - 34,071,352
Buildings / properties 16,829,071 - - 16,528,077
Land use right 17,850,158 - - 17,543,275
In the first half of 2012, investment properties depreciation / amortization was RMB607,877 (Jan.-Jun
2011: RMB699,235).
As at 30 June 2012 and 31 December 2011, none of the investment properties have obtained Building
and Land Ownership Certificate. Please refer to Note 5(14) for the reason and measures taken by
management.
- 50 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(12) Fixed assets
Current year Current year
31 December2011 additions decreases 30 June 2012
Cost totals 4,192,498,489 173,943,020 (37,041,749) 4,329,399,760
Harbor facilities 1,261,933,269 266,872 - 1,262,200,141
Warehouses, container yards and
buildings 688,139,044 30,080 (2,255,544) 685,913,580
Machinery and equipments 1,878,138,911 131,219,100 (33,898,794) 1,975,459,217
Motor vehicles, cargo ships and tugboats 258,390,760 39,994,803 (44,060) 298,341,503
Other equipments 105,896,505 2,432,165 (843,351) 107,485,319
Accumulated depreciation totals 1,649,725,420 81,805,400 (31,257,403) 1,700,273,417
Harbor facilities 242,143,126 11,893,357 - 254,036,483
Warehouses, container yards and
buildings 214,440,116 6,566,083 (542,018) 220,464,181
Machinery and equipments 993,296,485 52,918,492 (29,925,203) 1,016,289,774
Motor vehicles, cargo ships and tugboats 130,102,547 6,496,516 (30,996) 136,568,067
Other equipments 69,743,146 3,930,952 (759,186) 72,914,912
Net book amount totals 2,542,773,069 - - 2,629,126,343
Harbor facilities 1,019,790,143 - - 1,008,163,658
Warehouses, container yards and
473,698,928 - - 465,449,399
buildings
Machinery and equipments 884,842,426 - - 959,169,443
Motor vehicles, cargo ships and tugboats 128,288,213 - - 161,773,436
Other equipments 36,153,359 - - 34,570,407
Provision for impairment loss totals 60,695,381 - - 60,695,381
Harbor facilities - - - -
Warehouses, container yards and
buildings 60,695,381 - - 60,695,381
Machinery and equipments - - - -
Motor vehicles, cargo ships and tugboats - - - -
Other equipments - - - -
Net book value totals 2,482,077,688 - - 2,568,430,962
Harbor facilities 1,019,790,143 - - 1,008,163,658
Warehouses, container yards and - -
buildings 413,003,547 404,754,018
Machinery and equipments 884,842,426 - - 959,169,443
Motor vehicles, cargo ships and tugboats 128,288,213 - - 161,773,436
Other equipments 36,153,359 - - 34,570,407
- 51 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(12) Fixed assets (Continued)
(*) 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 30June 2012, the management of the Group
considered that impairment provision against the fixed assets were sufficient.
Depreciation charge in the first half of 2012 amounted to RMB81,805,400 (Jan.-Jun.2011:
RMB80,579,340). In the first half of 2012, depreciation expenses of RMB78,595,618 (Jan.-Jun 2011:
RMB76,874,148) and RMB3,209,782 (Jan.-Jun 2011: RMB3,705,192) were charged to cost of
revenue and general and administrative expenses, respectively.
Fixed assets amounted to RMB166,064,030(Jan.-Jun 2011: RMB661,400) were transferred from
construction in progress in the first half of year.
(a) Temporary idle fixed assets
As at 30 June 2012, buildings, Motor vehicles, cargo ships and tugboats with a net book amount of
approximately RMB35,440 (cost: RMB354,397) were temporary idle (31 December 2011: net book
amount: RMB880,313 (cost: RMB32,206,668), due to that management has not designated their
usage. Details are as follows:
Accumulated Net book
Cost depreciation Impairment amount
Motor vehicles, cargo ships and tugboats 354,397 （318,957） - 35,440
Management is of the view that such idle fixed assets are expected to put into use in the future, or the
recoverable amount is larger than the net book value, thus no impairment provision is needed.
(b) Fixed assets with ownership certificates to be obtained
As at 30 June 2012, ownership certificates of buildings (“Buildings and Land Ownership Certificates”)
for certain buildings of the Group with net book value of approximately RMB121,862,007(cost:
RMB199,086,043) had not yet been obtained (31 December 2011: carrying amount:
RMB128,884,046(cost: RMB199,086,043). For fixed assets with which book value of RMB31,298,852
(cost: RMB94,487,309), please refer to Note 5(14) for the reason and response from management and
the rest is on the process of getting ownership certificates.
- 52 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(13) Construction in progress
30 June 2012 31 December 2011
Provision for Net Provision for Net
Book value impairment book value Book value impairment book value
Berth 4#-5#, Machong Port 207,209,346 - 207,209,346 169,264,280 - 169,264,280
Berth 2#-3#, Machong Port 156,554,874 - 156,554,874 118,802,890 - 118,802,890
Berth Extension 128,374,326 - 128,374,326 106,442,864 - 106,442,864
Quay-crane Construction - - - 65,250,000 - 65,250,000
Tug Construction - - - 33,384,070 - 33,384,070
CTOS System 2,371,841 - 2,371,841 - - -
Cantry Crane 16,600,000 - 16,600,000 16,600,000 - 16,600,000
Others 13,715,273 - 13,715,273 8,074,040 - 8,074,040
524,825,660 - 524,825,660 517,818,144 - 517,818,144
- 53 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(13) Construction in progress (Continued)
(a) Movement of significant construction in progress
Transfer to % of Cumulative Borrowing
fixed assets actual Percentage capitalized cost
Budget 31 December Current year during the Other cost to of borrowing capitalized Capitalization
Name of projects 2011 additions current year reduction 30 June 2012 budget completion costs In 2011 rate Sources of funds
Berth 4#-5#, Machong Port 817,922,489 169,264,280 37,945,066 - - 207,209,346 25% 25% - - Self Funding
Self Funding and
Berth 2#-3#, Machong Port 533,539,245 118,802,890 37,751,984 - - 156,554,874 29% 29% 4,306,835 3,873,839 6.22%
loan
Berth Extension Project 140,930,000 106,442,864 21,931,462 - - 128,374,326 91% 91% - - - Self Funding
Quay-crane Construction 130,500,000 65,250,000 65,250,000 130,500,000 - - 100% 100% - - - Self Funding
Self Funding and
Tug Construction 38,000,000 33,384,070 2,179,960 35,564,030 - - 94% 100% 1,185,055 149,402 6.00%
loan
CTOS System 9,540,400 - 2,371,841 - - 2,371,841 25% 25% - - - Self Funding
Cantry Crane 135,200,000 16,600,000 - - - 16,600,000 12% 12% - - - Self Funding
Others 37,689,794 8,074,040 5,641,233 - - 13,715,273 36% 36% - - - Self Funding
517,818,144 173,071,546 166,064,030 - 524,825,660 5,491,890 4,023,241
- 54 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(13) Construction in progress (Continued)
(b) As at 30 June 2012, the progresses for significant constructions are analysed as below:
Progress Notes
Berth 4# - 5#, Machong Port 25% Progress is estimated based on actual percentage completion
Berth 2# - 3#, Machong Port 29% Progress is estimated based on actual percentage completion
Berth Extension Project 91% Progress is estimated based on actual percentage completion
- 55 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(14) Intangible assets
31 December Current year Current year 30 June
2011 additions reductions 2012
Original cost totals 1,534,462,503 937,500 - 1,535,400,003
Land use rights – prepaid under lease (a) 1,419,159,549 - - 1,419,159,549
Land use rights– purchased 19,343,189 - - 19,343,189
Computer software 23,073,628 937,500 - 24,011,128
Coastal line use rights 72,886,137 - - 72,886,137
Accumulated amortization totals 495,535,611 19,385,916 - 514,921,527
Land use rights – prepaid under lease (a) 472,044,114 17,881,054 - 489,925,168
Land use rights– purchased 1,842,939 193,432 - 2,036,371
Computer software 18,512,742 497,430 - 19,010,172
Coastal line use rights 3,135,816 814,000 - 3,949,816
Net book value totals 1,038,926,892 - - 1,020,478,476
Land use rights – prepaid under lease (a) 947,115,435 - - 929,234,381
Land use rights– purchased 17,500,250 - - 17,306,818
Computer software 4,560,886 - - 5,000,956
Coastal line use rights 69,750,321 - - 68,936,321
In the first half of 2012, the amortisation of intangible assets amounted to RMB19,385,916(Jan.-Jun.2011:
RMB19,244,482).
- 56 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(14) Intangible assets (Continued)
(a) Group has leased from and invested by Nanshan Group several plots of land with a total area of 757,638sq.
meters within Chiwan port for a lease term of 20 - 50 years with up-front payments of RMB703,324,348 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. Correspondingly,
the buildings located on such lands have not obtained relevant real estate certificates.
In March 2001,June 2003 and September 2004,Nanshan Group committed on all the land use right obtained
by the group from it: Nanshan Group has no right to withdraw and will agree in any condition that ,when the
group suffer loss ,bear expense and liability, be claimed to compensation or run into lawsuit, caused by any
actually or potentially illegal and unconductable issues generated by land use right agreements and their
relevant documents, signed or will be signed by Nanshan Group,Nanshan group will guarantee that the
acquiring party and its inheritor of those land use right will be fully exempted from above issues mentioned.
Based on the situations above, directors of the company believed there is no significant impairment risk will be
caused by the absence of land use right certificate and no significant contingency exist.
The company learned that Nanshan Group is active in process of resolve the historical problem with relevant
government department, however it cannot predict the exact time of obtaining relevant legal certificates.
- 57 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(15) Goodwill
31 December Current year Current year 30 June
2011 additions decreases 2012
CCT 10,858,898 - - 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.
(a) Impairment
Goodwill allocated to the asset groups or compositions of asset groups of the Group at impairment tests are
summarized by operating segments as follows:
30 June 2012 31 December 2011
Loading and unloading business -
Mainland China 10,858,898 10,858,898
The recoverable amount of the asset groups and compositions of asset groups was determined according to
the 5-year budget approved by the management, and calculated per cash flow forecasts. Estimated growth
rate in cash flow above this 5-year was calculated as follows.
Major assumptions applied in the future cash flow forecast method:
Loading and unloading
business – Mainland China
Growth rate 0%
Gross margin 48%
Discount rate 13.2%
The weighted average growth rate that management adopted is consistent with forecasts in relevant industry
analysis reports, and did not exceed the long-term average growth rate of various services. Management
developed a budgeted gross profit margin according to experience and forecast in market development, as
well as the pre-tax interest rate that can reflect the specific risk of relevant asset group or combination of asset
group, as discount rate. Such assumptions are applied to analyse the asset group or combination of asset
group within relevant operating segment.
- 58 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(16) Long-term prepaid expenses
Residual
31 December Current year Current year Other useful
2011 additions amortizations decreases 30 June 2012 Original Cost Period
Construction expenditure of
57,181,711 - (922,286) - 56,259,425 64,560,000 30 years
Tonggu sea-route (a)
Foresea packing ground 2,416,368 - (604,092) - 1,812,276 5,537,510 1 year
Golf membership 1,896,631 - (121,272) - 1,775,359 2,443,549 1-9 years
Building decoration 343,822 - (71,488) - 272,334 510,630 2-4 years
Others 650,000 60,000 - - 710,000 710,000 4 years
62,488,532 60,000 (1,719,139) - 60,829,394 73,761,689
(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 port 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 remaining 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.
(17) Other non-current assets
30 June 2012 31 December 2011
Coast Line Use Right(a) 36,375,000 36,375,000
Land use right(a) 85,463,860 85,463,860
Prepayment of facility 27,352,354 20,269,424
149,191,214 142,108,284
(a) 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” and its supplement 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 2012, the Company has paid the first four installments of the consideration. As the Group has not
obtain the use right certificate, the relevant payments were therefore recognized as other non-current assets.
- 59 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(18) Deferred tax assets and deferred tax liabilities
(a) Deferred tax assets before offsetting
30 June 2012 31 December 2011
Deductible Deductible
temporary temporary
Deferred tax difference Deferred tax difference
assets and losses assets and losses
Provision for asset impairment 15,130,592 61,677,792 15,130,592 61,677,792
Depreciation of fixed assets and amortization of
intangible assets 11,836,540 47,424,834 11,836,540 47,424,834
Deductible losses 19,257,203 82,249,048 19,205,338 82,041,588
Accrued expenses 7,976,479 34,650,936 10,686,955 45,492,841
Pre-operational expenses 1,390,282 8,088,918 1,390,282 8,088,918
Others 2,114,419 9,444,637 2,114,419 9,444,637
57,705,515 243,536,165 60,364,126 254,170,610
(b) Deferred tax liabilities before offsetting
30 June 2012 31 December 2011
Deferred tax Taxable temporary Deferred tax Taxable temporary
liabilities difference liabilities difference
Depreciation of property plant and
equipment and amortization of
intangible assets 1,113,207 4,452,828 1,113,207 4,452,828
Change in fair value of available for
sale equity financial assets
recorded in capital surplus 1,187,500 4,750,000 1,142,500 4,570,000
2,300,707 9,202,828 2,255,707 9,022,828
- 60 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(18) Deferred tax assets and deferred tax liabilities (Continued)
(c) Deferred tax assets and deferred tax liabilities after offsetting
30 June 2012 31 December 2011
Deductible Deductible
temporary difference temporary difference
Deferred tax assets and losses Deferred tax assets and losses
Provision for impairment 15,130,592 61,677,792 15,130,592 61,677,792
Depreciation of property plant and
equipment and amortization of 10,723,333 42,972,006 10,723,333 42,972,006
intangible assets
Deductible loss 19,257,203 82,249,048 19,205,338 82,041,588
Accrual Expense 7,976,479 34,650,936 10,686,955 45,492,841
Preliminary organization costs 1,390,282 8,088,918 1,390,282 8,088,918
Others 2,114,419 9,444,637 2,114,419 9,444,637
56,592,308 239,083,337 59,250,919 249,717,782
30 June 2012 31 December 2011
Deductible Deductible
Deferred tax temporary difference Deferred tax temporary difference
liabilities and losses liabilities and losses
Change in fair value of available for
sale financial asset credited in
capital surplus 1,187,500 4,750,000 1,142,500 4,570,000
(d) Analysis about deductible temporary differences and losses that the Group did not recognise deferred tax
assets for is as follows:
30 June 2012 31 December 2011
Deductible losses 10,648,895 8,573,918
Deductible temporary differences - -
10,648,895 8,573,918
- 61 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(18) Deferred tax assets and deferred tax liabilities (Continued)
(e) The above deductible losses that no deferred tax assets have been provided for will expire in the following
years:
30 June 2012 31 December 2011
2013 83,654 83,654
2014 379,817 379,817
2015 4,707,158 4,707,158
2016 5,478,266 3,403,289
10,648,895 8,573,918
(19) Provision for impairment of assets
31 December Current year
2011 addition Current year reduction 30 June 2012
Reverse Utilized Foreign
exchange
translation
differences
Bad debt provisions(Note 5(4)) 299,744 - - - - 299,744
Bad debt provision for accounts receivable 49,391 - - - - 49,391
Bad debt provision for other receivable 250,353 - - - - 250,353
Provision for declines in the value of
inventories(Note 5(7)) 792,118 - - - - 792,118
Include: Spare parts 792,118 - - - - 792,118
Provision for impairment of long-term equity
investments (Note 5(9)) 3,128,300 - - - - 3,128,300
Provision for impairment of fixed assets (Note
5(12)) 60,695,381 - - - - 60,695,381
Include: Harbor facilities - - - - - -
Warehouses, container yards and buildings 60,695,381 - - - - 60,695,381
Machinery and equipments - - - - - -
Motor vehicles, cargo ships and tugboats - - - - - -
Other equipments - - - - - -
64,915,543 - - - - 64,915,543
- 62 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(20) Short-term borrowings
30 June 2012 31 December 2011
Bank loans - unsecured 1,104,030,000 1,418,830,000
The above bank loans consisted of 1,363,000,000 denominated in HKD (31 December 2011:
RMB:250,000,000 and HKD1,443,000,000), witch is equivalent to RMB1,104,030,000 (31 December 2011:
1,168,830,000).
Included in short-term borrowings was loan of HKD160,000,000(RMB:129,600,000), which should be due
over one year according to the loan contract, however it is reclassified as short-term borrowings on the
grounds that the loan contracts contain the clause that the bank can recall the loan before the maturity at the
bank’s sole discretion.
As at 30 June 2012, the weighted average interest rate of the short-term borrowings was 4.61% per annum
(2011: 4.62%).
Outstanding borrowings in maturity: Nil
(21) Notes payable
30 June 2012 31 December 2011
Bank acceptance notes 2,180,143 8,704,900
As at 30 June 2012, RMB2,180,143 had an expected maturity within 1 year (31 December 2011:
RMB8,704,900).
(22) Accounts payable
30 June 2012 31 December 2011
Construction amounts payable 18,389,554 117,153,230
Service amounts payable 25,804,065 21,681,108
Material purchase amounts payable 19,205,712 17,550,367
Rental payables 3,871,885 1,632,036
Machinery procurement amounts payable 7,484,311 2,096,213
74,755,527 160,112,954
- 63 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(22) Accounts payable (Continued)
(a) As at 30 June 2012, the Group did not have any accounts payable balances which were due to parties having
5% or above voting rights in the Company except for the amount due to Nanshan Group below. (31 December
2011: nil).
(b) Accounts payable due to related parties:
30 June 2012 31 December 2011
Nanshan Group 7,190,209 5,002,068
Shenzhen Haiqin Engineering Supervision Co. Ltd.
(“Haiqin Engineering”) 3,012,227 5,062,227
China Merchant Information Technology 845,490 1,302,441
Xuqin 274,989 319,058
Nantian Oilmills 136,179 163,201
11,459,094 11,848,995
(c) As at 30 June 2012, accounts payable with aging over 1 year amounting to RMB 8,850,940 (31 December
2011: RMB32,535,258) 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. Up to the approval
date of these financial statements, there were no accounts been paid.
(d) The following accounts payable balances are denominated in foreign currency:
30 June 2012 31 December 2011
Original Exchange RMB Original Exchange RMB
currency rate equivalent currency rate equivalent
USD 8,074 6.30 50,865 8,072 6.30 450,854
HKD 2,239,012 0.81 1,813,600 1,536,872 0.81 1,244,866
1,864,465 1,295,720
- 64 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(23) Advances from customers
30 June 2012 31 December 2011
Service fee receipt in advance 6,106,710 5,045,311
(a) The ageing of accounts payable based on their recording dates is analysed as follows:
30 June 2012 31 December 2011
Amount Ratio Amount Ratio
Within 1 year 5,982,022 98% 5,029,561 100%
1-2 year 108,938 2% - 0%
2-3 year - 0% - 0%
Over 3 years 15,750 0% 15,750 0%
6,106,710 100% 5,045,311 100%
(b) As at 30 June 2012, the Group did not have any advance from customers balances which were due to parties
having 5% or above shareholdings in the Company (31 December 2011: Nil).
(c) As at 30 June 2012, no balances of advance from customers were from related parties (31 December 2011
Nil).
(d) As at 30 June 2012, advance from customers with ageing over 1 year amounting to RMB 15,750 is advances
for sale of cars (31 December 2011: RMB15,750).
- 65 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(24) Employee benefits payable
31 December Current year Current year 30 June 2012
2011 additions reductions
Wages and salaries, bonuses, allowances and
subsidies 45,932,651 75,704,584 (90,264,295) 31,372,940
Staff welfare - 2,648,269 (2,648,269) -
Social security contributions 9,852 9,879,686 (9,889,538) -
Including: Medical insurance - 2,722,616 (2,722,616) -
Basic pension - 6,384,158 (6,384,158) -
Unemployment insurance - 140,298 (140,298) -
Employment injury insurance 9,852 414,884 (424,736) -
Generational insurance - 217,730 (217,730) -
Defined contribution plan * - 3,594,280 (3,594,280) -
Housing funds - 6,039,162 (6,039,162) -
Labor union and employee education funds 10,003,364 3,881,245 (2,637,616) 11,246,993
55,945,867 101,747,226 (115,073,160) 42,619,933
* On 3 June 2008, the Group participated in a group defined contribution plan of Nanshan Group approved by
Shenzhen government. The above pension contributions were paid into the plan through Nanshan Group.
As at 30 June 2012, employee benefits payable balance did not include default items (31 December 2011: Nil).
Pursuant to the resolution of 2010 general meeting of shareholders on 27 May 2011, the management team
will be granted a performance reward scheme based on the current year net profit and yearly net asset return
ratio. The Company has provided RMB10,112,903 of management reward in 2012 (2011: RMB14,917,004),
which was debited to general and administrative expenses.
- 66 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(25) Taxes payable
Item 31 December 2011 Provided in current year Paid in current year 30 June 2012
Enterprise income tax
payable 92,480,983 82,097,786 (124,412,785) 50,165,984
Withholding tax payable 20,572,808 - - 20,572,808
Business tax payable 5,266,425 30,433,726 (30,864,913) 4,835,238
Value-added-tax payable 141,918 1,026,986 (973,002) 195,902
Others 3,318,916 10,532,960 (11,247,657) 2,604,219
121,781,050 124,091,458 (167,498,357) 78,374,151
(26) Interest payable
30 June 2012 31 December 2011
Interest payable for bond payable 4,701,370 -
Interest payable for short-term borrowings 1,390,572 1,637,790
6,091,942 1,637,790
(27) Dividends payable
30 June 2012 31 December 2011
Payable to International Enterprise Co., Ltd. 207,726,574 207,726,574
Payable to Hidoney Developments Co., Ltd. 157,434,877 157,434,877
Nanshan Group 148,351,200 -
Public A shares 37,596,120 -
Public B shares 71,958,172 -
623,066,943 365,161,451
As at 30 June 2012, the balances were payable to the minority shareholders of CCT, one of the subsidiaries of
the Company, being dividends declared for 2010 and 2011, and to the shareholders of the company declared
in July 2012 for 2011 dividend.
- 67 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(28) Other payables
30 June 2012 31 December 2011
Temporary receipts 36,709,801 19,065,981
Security expense payable 7,288,542 17,101,361
Audit fee payable 3,000,000 2,610,000
Deposits received 1,755,158 1,720,908
Service fees 646,211 1,407,531
Due to employees 849,530 1,225,285
Insurance indemnity 929,797 955,433
Due to Nanshan Group 1,284,739 -
Others 6,246,398 6,722,794
58,710,176 50,809,293
(a) The ageing of accounts payable based on their recording dates is analyzed as follows:
30 June 2012 31 December 2011
Amount Ratio Amount Ratio
Within 1 year 52,551,277 90% 44,356,691 87%
1-2 year 1,837,197 3% 2,583,466 5%
2-3 year 3,280,835 6% 3,067,152 6%
Over 3 years 1,040,867 1% 801,984 2%
58,710,176 100% 50,809,293 100%
(b) The largest balance in other payables aging over 3 years:
Creditor Amount Reason for non-settle
PetroChina(shenzhen) Oil Products Supply Co., Ltd. 60,000 Business deposit
Shenzhen West Lake Huayu transportation Ltd. 40,482 Business deposit
Shenzhen Xun Tong International Forwarders Limited 27,790 Business deposit
128,272
- 68 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(28) Other payables (Continued)
(c) The large amount of balance in other payables:
Creditor Amount Reason for non-settle
Guang Dong grain reserves corporation 7,500,000 Receipts under custody
SCT 3,920,160 Temporary receipts
China Merchant Information Technology 3,000,000 Not paid
Ping Nan railway line customers 1,456,989 Temporary receipts
Norsk Hydro A.S 1,026,750 Receipts under custody
16,903,899
(d) As at 30 June 2012, the Group did not have any other payables which were due to parties having 5% or above
shareholdings in the Company.
(e) Other payables due to related parties:
30 June 2012 31 December 2011
SCT 3,920,160 -
China Merchant Information Technology 3,000,000 -
Nanshan Group 1,313,052 -
SMW 386,289 945,521
SMML 42,728 2,001,792
China Merchants International ( China )
8,046 -
investment company
CMPS 2,790 -
SMP 664 31,963
CMICCL - 64,200
8,673,729 3,043,476
(f) As at 30 June 2012, other payables with aging over 1 year amounting to RMB4,682,135(31 December 2011:
RMB6,452,602) are mainly deposits. As the relevant business keeps running, the amounts have not been
settled. Up to the approval date of these financial statements, there were no accounts been paid.
(g) The following other payable balances are dominated in foreign currency:
30 June 2012 31 December 2011
Original Exchange RMB Original RMB
currency rate equivalent currency Exchange rate equivalent
USD 234,337 6.30 1,476,324 210,606 6.30 1,326,818
HKD 188,696 0.81 152,844 720,320 0.81 583,459
1,629,168 1,910,277
- 69 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(29) Current portion of non-current liabilities
30 June 2012 31 December 2011
Current portion of long-term borrowings (a) 25,000,000 10,000,000
Current portion of deferred revenue(Note 5(32)) 4,734,456 4,951,750
29,734,456 14,951,750
(a) Current portion of long-term borrowings
30 June 2012 31 December 2011
Bank borrowings - unsecured 25,000,000 10,000,000
As at 30 June 2012 , the balance of current portion of long- term borrowings represented the borrowing of
25,000,000 by the DGW.
Top five current portion of long-term borrowings:
Borrowing
beginning Borrowing ending Currency Interest rate (%) 30 June 2012 31 December 2011
Original RMB Original RMB
currency equivalent currency equivalent
Nanyang Commercial Bank 21 October 2011 20 April 2012 RMB 7.245% - - - 5,000,000
Nanyang Commercial Bank 21 October 2011 20 October 2012 RMB 6.9% - 5,000,000 - 5,000,000
Nanyang Commercial Bank 21 October 2011 20 April 2013 RMB 6.9% - 10,000,000 - -
Nanyang Commercial Bank 8 October 2012 RMB
9 February 2012 6.9% - 5,000,000 - -
Nanyang Commercial Bank RMB
9 February 2012 8 February 2013 6.9% - 5,000,000 - -
25,000,000 10,000,000
- 70 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(30) Long-term borrowings
30 June 2012 31 December 2011
Bank borrowings - unsecured(a) 170,000,000 90,000,000
(a) Top five long-term borrowing
31 December 2011
Borrowing beginning Borrowing ending Currency Annual interest rate Original currency RMB equivalent
Nanyang Commercial
Bank 21 October 2011 20 October 2016 RMB 6.9% - 80,000,000
Nanyang Commercial
Bank 9 February 2012 8 February 2017 RMB 6.9% - 90,000,000
(b) Long-term borrowings are repayable as follows:
30 June 2012 31 December 2011
1 to 2 years 40,000,000 20,000,000
2 to 3 years 42,500,000 20,000,000
3 to 4 years 50,000,000 25,000,000
Over 4 years 37,500,000 25,000,000
170,000,000 90,000,000
The weighted average interest rate of the long-term borrowings at 30 June 2012 was 7.06% per annum.
(c) Undrawn committed borrowing facilities
The Group has the following undrawn committed borrowing facilities as at30 June 2012:
Expiring within 1 year 1,907,600,000
Expiring in 1 to 2 years 329,600,000
Expiring in 2 to 3 years 1,200,000,000
Over 3 years 400,000,000
3,837,200,000
- 71 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(30) Long-term borrowings(continue)
(c) Undrawn committed borrowing facilities(continue)
The undrawn committed borrowing facilities mentioned above would be used for the commitment capital
expenditure (Note 9).
(31) Bonds Payable
31 December
Addition Deduction 30 June 2012
2011
Corporate Bonds - 496,142,466 - 496,142,466
Related information on bonds is as below:
Issuing Bond
Name Par value Issuing amount
date maturity
26-Apr-
Corporate Bonds 11chiwan01 500,000,000 5 Years 496,000,000
2012
Accrued interest of bonds this period analyzed below:
31 December 30 June
Accrued interest Paid interest
2011 2012
Corporate
- 4,701,370 - 4,701,370
Bonds(note5(26))
According to the China Securities Regulatory Commission license [2011] No 1889 published by the China
Securities Regulatory Commission, the Company issued the corporate bonds on 26 April 2012,with a par
value of 500 million(“the bonds”).The Bonds holders have a put option over the Company to repurchase and
increase the coupon rate at the end of the third year. The Bonds carried at fixed interest rate of 5.28% and the
interests are paid annually.
(32) Special Payables
30 June 2012 31 December 2011
Refunds of Harbor Construction Fee 83,901,108 81,790,541
The item is refunds of harbor construction fee to the company and its subsidiary CCT from Shenzhen traffic
bureau. According to released by Ministry of Finance,
the fund should be managed in separate account and can be only used on fundamental facilities’ construction
of marine transportation.
- 72 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(33) Other non-current liabilities
30 June 2012 31 December 2011
Deferred revenue
- Business Contract (a) 48,351,456 50,250,957
- Government grant related to asset (b) 7,777,392 8,000,000
56,128,848 58,250,957
(a) Business Contract
31 December 2011
- the portion of current liabilities 4,951,750
- the portion of non-current liabilities 50,250,957
55,202,707
Current year reduction (2,283,751)
Less: the portion of current liabilities (4,567,500)
31 December 2011 48,351,456
Residual useful years 11-12years
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.
- 73 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(33) Other non-current liabilities(continued)
(b) Government grant related to asset
31 December 2011
Original value
8,000,000
Current year reduction (55,652)
Less: the portion of current liabilities (166,956)
30 June 2012 7,777,392
Residual useful years 4-5years
The item is government subsidies received which based on (NDRC[2010] No.1263). The total received amount is 8 million yuan. As at 1 January 2012,
the assets under government grant have reached its intended condition for use, therefore the grant has been
to credit income statement.
- 74 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(34) Share capital
31 December 2011 Current year additions / decreases 30 June 2012
Shares converted
Issuance of Presented from accumulation
new shares shares fund Others Sub-total
Shares with restriction on disposal -
State shares - - - - - - -
PRC legal person shares - - - - - - -
Other domestic shares 790,929 - - - (87,277) (87,277) 703,652
Including: Domestic shares of legal person
other than the State - - - - - - -
Natural person shares 790,929 - - - (87,277) (87,277) 703,652
Foreign shares - - - - - -
Including: Foreign legal person shares - - - - - - -
Natural person shares - - - - - - -
790,929 - - - (87,277) (87,277) 703,652
Shares without restriction on disposal -
Common shares in RMB 464,789,805 - - - - - 464,789,805
Domestically listed foreign shares 179,182,996 - - - 87,277 87,277 179,270,273
643,972,801 - - - 87,277 87,277 644,060,078
644,763,730 - - - - - 644,763,730
Up to 30 June 2012, all the shares held by Nanshan Group have become tradable.
- 75 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(34) Share capital (Continued)
31 December 2010 Current year additions / decreases 31 December 2011
Shares converted
Issuance of Presented from accumulation
new shares shares Others Sub-total
Shares with restriction on disposal -
State shares - - - - - - -
PRC legal person shares - - - - - - -
Other domestic shares 673,252 - - - 117,677 117,677 790,929
Including: Domestic shares of legal person
other than the State - - - - - - -
Natural person shares 673,252 - - - 117,677 117,677 790,929
Foreign shares - - - - -
Including: Foreign legal person shares - - - - - - -
Natural person shares - - - - - - -
673,252 - - - 117,677 117,677 790,929
Shares without restriction on disposal -
Common shares in RMB 464,789,805 - - - - - 464,789,805
Domestically listed foreign shares 179,300,673 - - - (117,677) (117,677) 179,182,996
644,090,478 - - - (117,677) (117,677) 643,972,801
644,763,730 - - - - - 644,763,730
- 76 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(35) Capital surplus
31 December Current year Current year 30 June
2011 additions reductions 2012
Share premium 163,560,083 - - 163,560,083
Other capital surplus—
Change in fair value of available-for-sale financial
assets
- Total (Note 5(8)) 4,570,000 180,000 - 4,750,000
- Deferred tax liabilities (Note 5(18)) (1,142,500) (45,000) - (1,187,500)
Transfer from the balance of capital surplus
recognised under previous accounting system (a) (2,781,133) - - (2,781,133)
Others 2,019,605 - - 2,019,605
166,226,055 135,000 - 166,361,055
31 December Current year Current year 31 December
2010 additions reductions 2011
Share premium 142,786,083 20,774,000 - 163,560,083
Other capital surplus—
Change in fair value of available-for-sale financial
assets
- Total 5,520,000 (950,000) - 4,570,000
- Deferred tax liabilities (1,324,800) 182,300 - (1,142,500)
Transfer from the balance of capital surplus
recognised under previous accounting system (a) (2,781,133) - - (2,781,133)
Others 709,605 1,310,000 - 2,019,605
144,909,755 (21,316,300) - 166,226,055
(a) 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.
- 77 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(36) Surplus reserve
31 December Current year Current year 30 June
2011 additions reductions 2012
Statutory surplus reserve 421,692,405 43,011,863 - 464,704,268
31 December Current year Current year 31 December
2010 additions reductions 2011
Statutory surplus reserve 383,570,404 38,122,001 - 421,692,405
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 the board resolution, the Company appropriates 10% of net profit to statutory surplus
reserve, namely RMB43,011,863(2011: RMB38,122,001), no appropriation to discretionary reserve is
provided.
(37) Retained earnings
Jan.-Jun.2012 2011
Amount Appropriate or Amount Appropriate or
distribution % distribution %
Opening retained earnings 2,248,722,001 2,079,724,472
Add: Current year net profit attributable to the equity
owners of the parent company 222,035,234 505,645,137
Less: Appropriation of statutory reserves (43,011,863) 10% (38,122,001) 10%
Common share dividends payable (257,905,492) 56% (298,525,607) 50%
Closing retained earnings 2,169,839,880 2,248,722,001
As at 30 June 2012, included in the undistributed profits, the amount of RMB480,610,213 is
subsidiaries’ surplus reserve attributable to the Company (31 December 2011: RMB480,610,213,
among which nothing is appropriated for the first half year (2011: nil).
- 78 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(36) Retained earnings (Continued)
In accordance with a resolution at the Board of Directors meeting dated 28 May 2012, the Board of
Directors proposed dividend of RMB 4.00 for each 10 shares of the issued shares of 644,763,730 in
total, with an aggregated amount of RMB 257,905,492 (2011 proposed: RMB298,525,607).
(38) Minority interests
30 June 2012 31 December 2011
DGW 70,703,095 69,668,546
CCT 645,168,177 568,598,774
715,871,272 638,267,320
- 79 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(39) Revenue and cost of sales
Jan.-Jun.2012 Jan.-Jun.2011
Revenue from main operations 822,128,855 813,668,717
Revenue from other operations 31,975,335 31,314,857
854,104,190 844,983,574
Jan.-Jun.2012 Jan.-Jun.2011
Cost of main operations 380,529,816 354,204,083
Cost of other operations 3,964,343 5,604,991
384,494,159 359,809,074
(a) Revenue and cost from main operations
Analysis by business is as follows:
Jan.-Jun.2012 Jan.-Jun.2011
Revenue from Cost from main Revenue from Cost from main
main operations main operations
operations operations
Loading and unloading services 769,305,506 356,073,152 759,054,661 329,387,676
Transportation service 66,634,790 43,968,944 68,602,368 43,857,182
Agency and others services 5,700,839 - 5,052,463 -
Elimination (19,512,280) (19,512,280) (19,040,775) (19,040,775)
822,128,855 380,529,816 813,668,717 354,204,083
Analysis by geographic area is as follows:
Jan.-Jun.2012 Jan.-Jun.2011
Revenue from Revenue from
main Cost from main main Cost from main
operations operations operations operations
Mainland PRC 818,920,652 380,529,816 810,804,713 354,204,083
Hong Kong 3,208,203 - 2,864,004 -
822,128,855 380,529,816 813,668,717 354,204,083
- 80 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(38) Revenue and cost of sales (Continued)
(b) Other revenue and cost
Jan.-Jun.2012 Jan.-Jun.2011
Revenue from Cost from other Revenue from Cost from other
other operations other operations operations
operations
Lease income 12,661,879 1,218,808 11,866,087 1,090,971
Security fee 4,528,590 - 5,227,930 -
Other logistic services in port 8,098,776 791,942 8,268,912 1,244,159
Agency fee 1,122,985 963,119 2,455,045 1,616,614
Sales of material 1,403,643 - 1,065,715 -
Documentation fee 607,375 - 456,991 -
Others 3,552,087 990,474 1,974,177 1,653,247
31,975,335 3,964,343 31,314,857 5,604,991
(c) Particulars of revenue from the top five customers of the Group
Revenue from the top 5 customers with aggregate amount of RMB449,271,227 (2011:
RMB519,367,626) accounted for 53% (2011:61%) of the Group’s total revenue in 2012. Details are as
follows:
% of total revenue
Revenue of the Group
Customer A 235,918,655 28%
Customer B 133,277,747 16%
Customer C 49,410,291 6%
Customer K 15,816,831 2%
Customer L 14,847,703 2%
449,271,227 53%
- 81 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(40) Tax and surcharges
Jan.-Jun.2012 Jan.-Jun.2011 Accrual basis
Business tax 30,310,249 31,161,389 See Note 3
City maintenance and construction tax 2,143,546 2,188,931 See Note 3
Educational surcharge 1,537,748 1,404,818 See Note 3
Others 228,869 237,308
34,220,412 34,992,446
(41) General and administration expenses
Jan.-Jun.2012 Jan.-Jun.2011
Staff cost 43,924,077 45,991,777
Utilities and property management 5,112,680 4,051,958
Depreciation and amortisation 4,352,977 4,723,026
Entertainment 2,979,329 3,083,598
Insurance 2,731,429 2,532,314
Decoration and maintenance 2,389,165 2,554,029
Transportation 2,141,609 2,022,448
Communication 1,804,721 1,741,015
Professional service 1,138,214 2,300,184
Rental 968,034 804,083
Others 6,646,083 7,108,528
74,188,318 76,912,960
(42) Financial (income)/expenses - net
Jan.-Jun.2012 Jan.-Jun.2011
Interest expenses - Interests on borrowings 44,332,584 26,751,845
Less:borrowing costs capitalized (4,023,241) (194,609)
Less: interest income (4,016,400) (3,144,709)
Exchange gains or losses (1,077,679) 4,009,335
Others 462,762 1,184,082
35,678,026 28,605,944
Exchange gains are mainly caused by borrowings in HKD.
- 82 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(43) Investment income
Jan.-Jun.2012 Jan.-Jun.2011
Investment income from investments under cost
method accounting - -
Investment income from investments under equity
method accounting (Note 5 (9)) 39,695,608 58,084,197
Loss from disposal of long-term investment - -
Income from available-for-sale financial assets - 360,000
39,695,608 58,444,197
There is no significant restriction in receipt in remittance for investment income.
(a) Investment income from long-term equity investments under equity method of accounting
Investment income from top five investees or individually accounted to over 5% of total profit are
analysed as below:
Jan.-Jun.2012 Jan.-Jun.2011 Reason of fluctuation
MPIL 24,440,935 42,044,346 Decrease in Investee performance
COHA(Laizhou) 12,807,510 16,044,387 Decrease in Investee performance
Cyber Network 1,094,158 (296,450) Increase in investee performance
Investee run into operation and its operating
CMBL 1,353,005 291,914
circumstance turns better
39,695,608 58,084,197
- 83 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(44) Non-operating income
Jan.-Jun.2012 Jan.-Jun.2011
Gain on disposal of non-current assets 1,202,372 70,135
Including: disposal of intangible assets - -
disposal of fixed assets 1,202,372 70,135
Government grant (a) 411,252 -
Others 1,889,935 216,968
3,503,559 287,103
(a) Details of government grants
Jan.-Jun.2012 Jan.-Jun.2011
The Central budget for investment funds 55,652 -
Commercial funds 355,600 -
411,252 -
(45) Non-operating expenses
Jan.-Jun.2012 Jan.-Jun.2011
Losses on disposal of non-current assets 104,100 67,124
Including: disposal of fixed assets 104,100 67,124
Donation 10,000 17,000
Penalty 197 290
Others 80,521 12,889
194,818 97,303
- 84 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(46) Income tax expenses
Jan.-Jun.2012 Jan.-Jun.2011
Current income tax 66,229,827 66,211,679
Deferred income tax 2,658,611 580,780
68,888,438 66,792,459
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.2012 Jan.-Jun.2011
Profit before income tax 368,527,624 403,297,147
Income tax calculated at the applicable tax rate of
25% (2011: 24%) 92,131,906 96,791,315
Effect of tax holidays (11,239,155) (16,059,656)
Income not subject to tax (12,287,587) (14,026,607)
Effect of different tax rate in other tax jurisdictions (235,470) (318,739)
Tax losses for which no deferred income tax asset was
recognised 518,744 406,146
Income tax expenses 68,888,438 66,792,459
- 85 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(47) Government grants
Jan.-Jun.2012 Jan.-Jun.2011
Government grants related to assets
Grants subject to projects 411,252 -
Government grants related to income - -
others - -
Total 411,252 -
Less：government grants credited in deferred income - -
Government grants credited in current year profit 411,252 -
(48) Borrowing cost
Name of Project Capitalisation rate Capitalisation amount
Berth 2#-3#, Machong Port 6.22% 3,873,839
Tug Construction 6.00% 149,402
(49) 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 during the year.
Jan.-Jun.2012 Jan.-Jun.2011
Consolidated profit attributable to shareholders of the
Company 222,035,234 258,357,428
Weighted average number of ordinary shares in issue 644,763,730 644,763,730
Basic earnings per share 0.401
Includes:
- Basic earnings per share from continuing operations: 0.344 0.401
(b) Earnings per share - diluted
Diluted earnings per share is calculated by dividing net profit attributable to ordinary shareholders of
the Company adjusted based on the dilutive potential ordinary shares by the adjusted weighted
average number of ordinary shares outstanding. As there were no dilutive potential ordinary shares in
2012 (2011: nil), diluted earnings per share equal to basic earnings per share.
- 86 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(50) Other comprehensive income
Jan.-Jun.2012 Jan.-Jun.2011
Loss/arising from available-for-sale financial assets 180,000 (1,230,000)
Less: Income tax relating to available-for-sale financial
assets (45,000) 295,200
Subtotal 135,000 (934,800)
Other movement of investee ‘s equity - -
Exchange differences arising from translating foreign
operations - -
135,000 (934,800)
(51) Notes to consolidated cash flow statements
(a) Cash received relating to other operating activities
Jan.-Jun.2012 Jan.-Jun.2011
Refunds of Harbour Construction Fee received 3,141,162 7,458,725
Interest income 3,403,092 5,419,544
Government grant 355,600 -
Others 2,662,013 382,164
9,561,867 13,260,433
(b) Cash paid relating to other operating activities
Jan.-Jun.2012 Jan.-Jun.2011
Office expenses & utilities 8,370,511 6,892,098
Port charges 3,667,103 1,800,919
Entertainment expenses 3,012,456 2,918,335
Car expenses 2,124,537 2,344,176
Asset insurance fee 1,957,875 2,861,214
Consulting & auditing fee 1,658,100 1,856,663
Travel & accommodation 1,239,619 1,073,977
Advertisements & exhibition expense 97,605 80,383
Others 180,752 6,207,092
22,308,558 26,034,857
- 87 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
5 Notes to the consolidated financial statements (Continued)
(52) Notes to consolidated cash flow statements
(c) Reconciliation from the net profit to the cash flows from operating activities
Jan.-Jun.2012 Jan.-Jun.2011
Net profit 299,639,186 336,504,688
Add: Provisions for assets impairment - -
Depreciation of fixed assets 81,805,400 80,579,340
Depreciation/amortisation of investment property 607,877 658,922
Amortisation of intangible assets 19,385,916 19,244,482
Amortisation of long-term prepaid expenses 1,719,139 1,684,637
Gains on disposal of fixed assets and intangible assets (1,292,535) (70,135)
Finance expenses 40,309,343 26,557,236
Investment income (39,695,608) (58,444,197)
Increase in deferred tax assets 2,658,611 580,781
Decrease in inventories 329,674 (1,496,820)
Increase in operating receivables 1,653,382 (88,047,570)
Increase in operating payables (58,133,084) (16,370,519)
Net cash flows from operating activities 348,987,301 301,380,845
Net increase/(decrease) in cash and cash equivalents
Jan.-Jun.2012 Jan.-Jun.2011
Cash at end of year 790,131,255 923,185,625
Less: cash at beginning of year (478,788,943) (781,720,083)
Net increase in cash 311,342,312 141,465,542
(d) Cash and cash equivalents
30 June 2012 31 December 2011
Cash
Including: Cash on hand 22,127 14,035
Cash at bank without restriction 788,715,725 477,302,272
Other cash balance without restriction 1,393,403 1,472,636
Cash and cash equivalents at end of year 790,131,255 478,788,943
- 88 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
6 Segment information
The reportable segments of the Group are the business units that provide different products or service,
or operate in the different areas. Different businesses or areas require different technologies and
marketing strategies, the Group, therefore, separately manages the production and operation of each
reportable segment and evaluates their operating results respectively, in order to make decisions
about resources to be allocated to these segments and to assess their performance.
The Group identified 3 reportable segments namely loaded and unloaded operation, transportation
and agency service and other services respectively.
The management of the Company identifies reviews the group internal reports regularly in order to
assess their performance and make decisions of resources being allocated to the segment, which is
the foundation of the Group identifying operation segments.
Inter-segment transfers are measured by reference to sales to third parties.
The assets are allocated based on the operations of the segment and the physical location of the
asset. The liabilities are allocated based on the operations of the segment. Expenses indirectly
attributable to each segment are allocated to the segments based on the proportion of each segment’s
revenue.
- 89 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
6 Segment information (Continued)
(a) Segment information as at and for the period ended 30 June 2012 is as follows:
Load and unload Agency service
operation Transportation and others Unallocated Elimination Total
Revenue from external customers 797,795,156 47,122,509 9,186,525 - - 854,104,190
Inter-segment revenue - 19,512,280 - - (19,512,280) -
Interest income 1,599,852 9,659 1,376 2,405,513 - 4,016,400
Interest expenses 58,514,985 664,821 - (18,870,463) - 40,309,343
Share of profit of associates and joint venture 37,248,445 - 2,447,163 - - 39,695,608
Asset impairment loss - - - - - -
Depreciation and amortisation (98,022,938) (5,445,174) (50,220) - - (103,518,332)
Total profit 391,964,702 16,546,107 2,880,964 (42,864,149) - 368,527,624
Income tax expenses (70,805,732) (4,118,529) (251,938) 6,287,761 - (68,888,438)
Net profit 321,158,970 12,427,578 2,629,026 (36,576,388) - 299,639,186
Total assets 6,675,903,245 223,969,034 336,991,591 (222,729,554) (33,171,648) 6,980,962,668
Total liabilities 608,600,307 50,192,525 18,218,845 2,189,189,874 (33,171,648) 2,833,029,903
Long-term equity investments in associates and
joint ventures 1,155,731,958 - 306,910,870 - - 1,462,642,828
Additions to non-current assets other than long-
term equity investments 74,874,109 727,101 (35,573) 1,684,041 - 77,249,678
- 90 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
6 Segment information (Continued)
(b) Segment information as at and for the period ended 30 June 2011 is as follows:
Load and unload Agency service
operation Transportation and others Unallocated Elimination Total
Revenue from external customers 790,369,518 49,561,593 5,052,463 - - 844,983,574
Inter-segment revenue - 19,040,775 - - (19,040,775) -
Interest income 750,865 7,737 3,618 2,382,489 - 3,144,709
Interest expenses (12,066,630) - - (14,490,606) - (26,557,236)
Share of profit of associates and joint venture 58,088,733 - (4,536) - - 58,084,197
Asset impairment loss - - - - - -
Depreciation and amortisation (96,337,685) (5,750,116) (79,580) - - (102,167,381)
Total profit 419,432,460 18,841,428 2,474,542 (37,451,283) - 403,297,147
Income tax expenses (70,238,489) (4,521,943) (196,952) 8,164,925 - (66,792,459)
Net profit 349,193,971 14,319,485 2,277,590 (29,286,358) - 336,504,688
Total assets 6,469,955,935 222,019,979 198,029,531 (81,167,401) (35,677,118) 6,773,160,926
Total liabilities 706,338,734 51,439,834 10,780,347 2,104,137,017 (35,677,118) 2,837,018,813
Long-term equity investments in associates and
joint ventures 1,114,465,406 - 174,304,899 - - 1,288,770,305
Additions to non-current assets other than long-
term equity investments 186,267,305 16,097,838 (35,715) 6,818,534 - 209,147,963
- 91 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
6 Segment information (Continued)
The Group’s revenue from external customers of Mainland China and other countries or geographical
areas for the six month ended 30 June 2012, and the total non-current assets other than financial
assets and deferred tax assets located in the Mainland China and other countries or geographical
areas as at 30 June 2011 are as follows:
Revenue from external customers Jan.-Jun.2012 Jan.-Jun.2011
Mainland PRC 850,895,987 842,119,570
Hong Kong 3,208,203 2,864,004
854,104,190 844,983,574
Total non-current assets other than financial assets
and deferred tax assets 30 June 2012 30 June 2011
Mainland PRC 5,845,198,623 5,431,792,752
Hong Kong 39,361 23,592
5,845,237,984 5,431,816,344
The revenue from Load and unload operation segment of RMB 369,196,402 is derived from a single
customer, accounting for 43% of the Group’s total revenue.
7 Related parties and related party transactions
(1) The parent company
(a) General information of the parent company
Entity type Place of Legal Nature of business Organisatio
registration representative code
Nanshan Group Sino-foreign Shenzhen Fu Yuning Land development, port service and 61883297-6
invested enterprise transportation, industry and commerce,
tour, real estate and others
China Merchants owned enterprise Beijing Fu Yuning water/land passenger-cargo 10000522-0
Group Co., Ltd transportation , port service and
transportation,finance, hotel industry and
commerce, tour, real estate and others
China Merchants (Nanshan) Holdings Ltd (an indirect subsidy of China Merchants Group Co., Ltd),
Shenzhen Investment Holdings Co.ltd and Guangdong Guangye Investment Holdings Ltd holds
36.52%，26.1% and 23.49% share of Nanshan Group respectively, there is no other shareholders’
share over 10%.
- 92 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
7 Related parties and related party transactions (Continued)
(1) The parent company (Continued)
(b) Registered capital and changes in registered capital of the parent company
31 December Current year Current year 30 June
2011 additions decreases 2012
Nanshan Group 0.9 billion yuan - - 0.9 billion yuan
China Merchants Group Co., Ltd 10.05 billion yuan - - 10.05 billion yuan
(c) The proportion of interests and voting rights in the Company held by the parent company
30 June 2012 31 December 2011
% interest held % voting rights % interest held % voting rights
Nanshan Group 57.52% 57.52% 57.52% 57.52%
China Merchants Group Co., Ltd NA NA NA NA
(2) Subsidiaries
The general background and other related information of the subsidiaries is set out in Note 4.
(3) Associates
Legal Voting
Place of representat Nature of Registered Interest right Organisation
Entity type incorporation ive business capital held held code
Joint venture –
China Overseas Harbour Affairs Sino-foreign Shandong, Li Chuan Harbour USD176,407.7 40% 40% 61344937-X
(Laizhou)Co.,Ltd. invested China service thousand
enterprise
Associates –
China Merchants Holdings (international ) Sino-foreign Shenzhen, Luo Huilai Network 50 million 23.16% 23.16% 73207614-X
Information Technology Co.,Ltd(Previous invested China service
name：Shenzhen Cyber-Harbour enterprise
Network Co Ltd.)
CMML Sino-foreign Shenzhen, Hu Jianhua Warehousi 700 million 40% 40% 75045115-0
invested China ng service
enterprise
MPIL Overseas British Not Investment USD10 50% 50% Not applicable
enterprise Virgin Islands applicable
- 93 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
7 Related parties and related party transactions (Continued)
(4) Other related parties
Relationship with the Group Organisation code
CPSB Controlled by the same parent company 61883389-9
Xuqin Controlled by the same parent company 70845749-5
COCL Controlled by the same parent company 72616516-2
Shenzhen Nanshan Real Estate development Controlled by the same parent company
Ltd.(Nanshan Development) 75046859-3
Haiqin Engineering Common key connected person with the Company 61888000-1
Shenzhen Mawan Port Co., Ltd. (“SMP”) Indirect associates of the Company, and common 74322579-6
key management personnel with the Company
Shenzhen Mawan Wharf Co, Ltd.(“SMW”) Indirect associates of the Company, and common 74322582-5
key management personnel with the Company
Shenzhen Mawan Wharf Holdings Ltd Indirect associates of the Company, and common
key management personnel with the Company 74322581-7
MPIL Indirect associate of the Company Not applicable
Nantian Oilmills Common key connected person with the Company 61881614-0
CMML Associate of the Company 75045115-0
Shenzhen Southsea Grains Industries Limited Common key connected person with the Company
(“Southsea Grains”) 61883769-7
China Merchants Port Services (Shenzhen) Co Ltd.
(“CMPS”) Note 19244179-0
Shekou Container Terminals Limited (“SCT”) Note 61883279X
China Merchants International Cold Chain (Shenzhen) Note
Company Limited (“CMCCL”) 61889222-3
Shenzhen Haixing Harbor Development Note
Co.,Ltd(“Haixing”)
China Merchant Bank Ltd(CMB) Note 10001686-X
COHA(Laizhou) Joint venture of the company 61344937-X
China Merchants International ( China ) Investment
Note 71786931-X
Company Limited ( "CIC")
Note: As at 30 June 2010, one of the Company’s parent company Nanshan Group’s indirect share
holder China Merchants Group Co., Ltd. (which belongs to State-owned Assets Supervision and
Administration Commission of the State Council) via the arrangement of another share holder
Guangdong Guangye Investment Holdings ltd, obtained 23.49% share of Nanshan Group it holds under
trust, brought the Nanshan Group into the scope of the consolidation. These companies are all
subsidiaries of China Merchants Group Co., Ltd except China Merchants Bank which is an associate of
it.
- 94 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
7 Related parties and related party transactions (Continued)
(5) Related party transactions
Saved for disclosed in above, other major related party transactions are as follows:
(a) Sale and purchase of goods, and rendering and receiving of services
Purchase of goods and receiving of services
Pricing Policies Jan.-Jun.2012 Jan.-Jun.2011
and determination Amount % of same Amount % of same
Related party Type of transaction Nature of transaction procedures transaction transaction
SCT Service received Load and unload service Negotiation 6,168,582
1.6% 4,560 0.0%
Haixing Service received Load and unload service Negotiation 1,666,125 0.4% - -
Nantian Oilmills Service received Load and unload service Negotiation 1,181,1028 0.3% - -
Xuqin Service received Construction Negotiation 263,063 0.4% 827,000 100%
Sale of goods and rendering of services
Pricing Policies Jan.-Jun.2012 Jan.-Jun.2011
and determination Amount % of same Amount % of same
Related party Type of transaction Nature of transaction procedures transaction transaction
Nantian Oilmills Service provided Load and unload service Negotiation 7,079,174 1.0% 7,040,072 1.0%
SMP Service provided Land Transportation and Negotiation 4,851,242 10.3% 6,795,332 14.0%
others
SMW Service provided Land Transportation and Negotiation 1,689,056 3.6% 3,439,489 7.0%
others
CMML Service provided Land Transportation and Negotiation 1,452,340 3.1% 1,606,240 3.0%
others
SCT Service provided Land Transportation and Negotiation 814,450 1.7% 120,200 0.2%
others
Southsea grains Service provided Load and unload service Negotiation 576,616 0.1% 792,553 0.1%
- 95 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
7 Related parties and related party transactions (Continued)
(5) Related party transactions (Continued)
(b) Lease
The Group as the leaser:
Lease income Lease
Lessor Lessee Leased assets Start date Ending date recognition basis income
CCT Southsea Grains Office land January 2012 December 2012 Negotiation
2,132,690
CCT CMML Crane May 2006 Not applicable Negotiation
960,000
The Company CPSB Land and packing January 2011 December 2011 Negotiation
4,875,255
yards
7,967,945
The Group as the lessee:
Leased assets Lease expenses Lease
Lessor Lessee Start date Ending date recognition basis expenses
Nanshan Entities of the Land, Office and
Various N Various Negotiation 19,855,389
Development Group others
Respective expiry of
Entities of the Land, buildings
Nanshan Group Various operation of the Negotiation 2,790,927
Group and packing yards
group companies
Nantian Oilmills CGCL Packing yards January 2012 December 2012 Negotiation 1,181,102
CMPS CCT Packing yards January 2012 December 2012 Negotiation 1,200,000
CPSB The Company Land and buildings January 2012 December 2012 Negotiation 751,952
48,178,679
- 96 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
7 Related parties and related party transactions (Continued)
(6) Receivables from and payables to related parties
Receivables from related parties：
30 June 2012 31 December 2011
Book amount Provision for Book amount Provision for
bad debt bad debt
Cash and bank China Merchants Bank 60,066,581 - 58,812,732 -
Accounts receivable Southsea Grains 1,163,142 - 1,368,092 -
CPSB 971,250, - - -
CMML 439,604 - 378,384 -
SCT 224,200 - 6,500 -
SMW 83,103 - 335,669 -
SMP 73,460 - 682,266 -
Nantian Oilmill 62,928 - - -
COHA(Laizhou) - - 539,724
3,007,687 - 3,310,635 -
Other receivables
CMML 2,070,310 - 2,622,178 -
SMW 1,339,664 - 898,479 -
SMP 784,707 - 308,451 -
SCT 354,744 - 187,102 -
Xuqin 320,000 (192,000) 320,000 (192,000)
CPSB 135,622 - 135,622 -
CMCCL 25,295 - 48,645 -
5,030,342 (192,000) 4,520,477 (192,000)
- 97 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
7 Related parties and related party transactions (Continued)
(6) Receivables from and payables to related parties (Continued)
Payables to related parties：
30 June 2012 31 December 2011
Accounts payable Haiqin Engineering 3,012,227 5,062,227
Nanshan Group (a) 7,190,209 5,002,068
CMIT 845,490 1,302,441
Xuqin 274,989 319,058
Nantian Oilmill 136,179 163,201
11,459,094 11,848,995
Other payables SCT 3,920,160 -
CMIT 3,000,000 -
Nanshan Group 1,313,052 -
SMW(b) 386,289 945,521
CMML 42,728 2,001,792
CIC 8,046 -
CMPS 2,790 -
SMP(b) 664 31,963
CMCCL - 64,200
8,673,729 3,043,476
(a) This item mainly includes the balance which Nanshan group collects electricity fees from the group
and pays to power supply bureau at almost the same price. In 2010, Nanshan Group also paid the
emolument of key management on behalf of the company, and charged the company for it.
(b) 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.
- 98 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
7 Related parties and related party transactions (Continued)
(7) Commitments in relation to the related parties
31 December 2011 31 December 2010
Leases
- As a lessee CPSB 919,731 1,812,018
CMPS 1,200,000 2,400,000
Nanshan Group 1,382,733 2,765,466
3,502,464 6,977,484
- As a lessor
CPSB 5,870,000 11,740,000
Southsea Grains 2,132,690 4,265,380
8,002,690 16,005,380
8 Contingencies
NA
9 Commitments
(1) Capital commitments
Capital expenditures contracted for by the Group at the balance sheet date but not yet necessary to be
recognised on the balance sheet are as follows:
30 June 2012 31 December 2011
Land and coastal line use rights 121,730,499 109,874,895
Machinery and equipments 66,413,385 83,887,000
Harbour facilities 404,742,279 250,404,509
592,886,163 444,166,404
- 99 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
9 Commitments (Continued)
(2) Operating lease commitments
The future aggregate minimum lease payments due under the signed irrevocable operating leases
contracts are summarized as follows:
30 June 2012 31 December 2011
Within one year 7,986,080 7,966,481
Between 1 and 2 years 830,304 830,341
Between 2 and 3 years 830,304 830,341
More than 3 years 2,146,622 2,281,452
11,793,310 11,908,615
(3) Fulfillment of prior period commitments
The Group has fulfilled the capital and operating lease commitments as of 30 June 2012 according to
the relevant contracts.
10 Events after the balance sheet date
NA
11 Financial instrument and risk
(1) Market risk
(a) Foreign exchange risk
As at 30 June 2012 and 31 December 2011, the carrying amounts in RMB equivalent of the Group’s
assets and liabilities denominated in foreign currencies are summarized below:
30 June 2012
HKD USD Total
Financial assets denominated in foreign currency -
Cash at bank and on hand 57,381,529 13,080,847 70,462,376
Receivables 4,162,197 29,326,642 33,488,839
61,543,726 42,407,489 103,951,215
Financial liabilities denominated in foreign currency -
Short-term borrowings 1,104,030,000 - 1,104,030,000
Payables 2,486,875 1,527,189 4,014,064
1,106,516,875 1,527,189 1,108,044,064
- 100 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
11 Financial instrument and risk (Continued)
(1) Market risk (Continued)
(a) Foreign exchange risk (Continued)
31 December 2011
HKD USD Total
Financial assets denominated in foreign currency -
Cash at bank and on hand 160,166,594 25,153,257 185,319,851
Receivables 1,064,631 31,409,683 32,474,314
161,231,225 56,562,940 217,794,165
Financial liabilities denominated in foreign currency -
Short-term borrowings 1,168,830,000 - 1,168,830,000
Payables 3,466,115 1,377,672 4,843,787
1,172,296,115 1,377,672 1,173,673,787
As at 30 June 2012, if the currency had weakened/strengthened by 5 % against the HKD while all
other variables had been held constant, the Group’s net profit for the year would have been
approximately RMB47,813,945(2011,5%: RMB37,914,933) lower/higher for various financial assets
and liabilities denominated in HKD.
(b) Interest rate risk
The Group's interest rate risk arises from bank borrowings including long-term borrowings and
debentures payable. Financial liabilities issued at floating rates expose the Group to cash flow interest
rate risk. Financial liabilities issued at fixed rates expose the Group to fair value interest rate risk. The
Group determines the relative proportions of its fixed rate and floating rate contracts depending on the
prevailing market conditions. As at 30 June 2012, all the Group’s interest bearing borrowings were
with floating rates.
Increases in interest rates will increase the cost of new borrowing and the interest expenses with
respect to the Group’s outstanding floating rate borrowings, and therefore could have a material
adverse effect on the Group’s financial position. The Group’s finance department at its headquarters
continuously monitors the interest rate position of the Group and makes decisions with reference to
the latest market conditions including turning to fixed interest financial liabilities or adjusting the ratio of
financial leverage.
For the year ended 30 June 2012, if interest rates on the floating rate borrowings had been 5%
higher/lower while all other variables had been held constant, the Group’s net profit would have
decreased/increased by approximately RMB 5,945,190 (2011,higher/lower50BP:approximately
RMB288,609).
- 101 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
11 Financial instrument and risk (Continued)
(2) Credit risk (Continued)
Credit risk is managed on a Group basis. Credit risk mainly arises from cash at bank and on hand,
accounts receivable, other receivables, notes receivable etc.
The Group expects that there is no significant credit risk associated with cash at bank since they are
deposited at state-owned banks and other medium or large size listed banks. Management does not
expect that there will be any significant losses from non-performance by these counterparties.
In addition, the Group has policies to limit the credit exposure on accounts receivable, other
receivables and notes receivable. The Group assesses the credit quality of and sets credit limits on its
customers by taking into account their financial position, the availability of guarantee from third parties,
their credit history and other factors such as current market conditions. The credit history of the
customers is regularly monitored by the Group. In respect of customers with a poor credit history, the
Group will use written payment reminders, or shorten or cancel credit periods, to ensure the overall
credit risk of the Group is limited to a controllable extent.
(3) Liquidity risk
Cash flow forecasting is performed by each subsidiary of the Group and aggregated by the Group’s
finance department in its headquarters. The Group’s finance department at its headquarters monitors
rolling forecasts of the Group's short-term and long-term liquidity requirements to ensure it has
sufficient cash and securities that are readily convertible to cash to meet operational needs, while
maintaining sufficient headroom on its undrawn committed borrowing facilities from major financial
institution so that the Group does not breach borrowing limits or covenants on any of its borrowing
facilities to meet the short-term and long-term liquidity requirements.
The financial assets and liabilities of the Group at the balance sheet date are analysed by their
maturity date below at their undiscounted contractual cash flows :
- 102 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
11 Financial instrument and risk (Continued)
(3) Liquidity risk (Continued)
30 June 2012
Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total
Financial assets
Cash at bank and on hand 790,131,255 - - - 790,131,255
Receivables 253,257,652 - - - 253,257,652
Available-for-sale financial assets 5,870,000 - - - 5,870,000
1,049,258,907 - - - 1,049,258,907
Financial liabilities
Short-term borrowings 1,104,030,000 - - - 1,104,030,000
Payables 764,229,730 - - - 764,229,730
Long-term borrowings 111,855,996 72,056,389 - - 183,912,385
Bonds payable 31,029,041 26,327,671 558,485,041 - 615,841,753
2,011,144,767 98,384,060 558,485,041 - 2,668,013,868
31 December 2011
Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total
Financial assets
Cash at bank and on hand 478,788,943 - - - 478,788,943
Receivables 242,930,624 - - - 242,930,624
Available-for-sale financial assets 5,690,000 - - - 5,690,000
727,409,567 - - - 727,409,567
Financial liabilities
Short-term borrowings 1,418,830,000 - - - 1,418,830,000
Payables 581,353,690 - - - 581,353,690
Long-term borrowings 90,000,000 4,084,989 4,376,774 - 98,461,763
2,090,183,690 4,084,989 4,376,774 - 2,098,645,453
- 103 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
11 Financial instrument and risk (Continued)
(3) Liquidity risk (Continued)
The borrowings of the group are mainly short term bank loans and therefore the net current liability of
the group was RMB952,407,605 at 30 June 2012.
As at 30 June 2012, the internal undrawn bank facilities of the group are listed as below :
Within a year 1,907,600,100
1 to 2 years 329,600,000
2 to 3 years 1,200,000,000
Over 3 years 400,000,000
3,837,200,000
Undrawn facilities above can be used on the committed capital payment in the future (Notes 9).
Directors of the company confirmed that the group is able to extend the time limits of short term
borrowings and adequate facilities including facilities over a year and other financing resources to
refund existed short term borrowings, and adequate working capital for the need of operation.
Therefore the first half of year 2012 financial statements have been prepared on going concern basis
by directors.
(4) Fair value
(a) Financial instruments not measured at fair value
Financial assets and liabilities not measured at fair value mainly represent receivables, short-term
borrowings, payables and Long-term borrowings.
The difference between the book value and fair value of the financial assets and liabilities not
measured at fair value is immaterial.
The fair value of long-term borrowings not quoted in an active market is the present value of the
contractually determined stream of future cash flows discounted at the rate of interest applied at that
time by the market to instruments of comparable credit status and providing substantially the same
cash flows on the same terms.
- 104 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
11 Financial instrument and risk (Continued)
(4) Fair value (Continued)
(b) Financial instruments measured at fair value
Based on the lowest level input that is significant to the fair value measurement in its entirety, the fair
value hierarchy has the following levels:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs)
As at 30 June 2012 and 31 December 2011,the financial assets of the Group are all measured at
Level 1.
30 June 2012 31 December 2011
Financial assets -
Available- for-sale financial assets 5,870,000 5,690,000
12 Financial assets and liabilities denominated in foreign currency
Impairment
Current year fair Current year fair provision
31 December value changes in value changes in made during the
2011 profit or loss equity year 30 June 2012
Financial assets -
Available-for-sale financial assets 5,690,000 - 135,000 - 5,870,000
13 Financial assets and liabilities denominated in foreign currency
Impairment
31 December provided 30 June
2011 during the year 2012
Financial assets -
Loans and receivables 217,794,165 - 103,951,215
Financial liabilities 1,173,673,787 - 1,108,044,064
- 105 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements
(1) Accounts receivable
30 June 2012 31 December 2011
Accounts receivable 27,399,639 16,623,725
(a) The ageing of accounts receivable is analysed below:
30 June 2012 31 December 2011
Within 1 year 27,399,639 16,623,725
(b) Accounts receivable are analysed by categories as follows:
30 June 2012 31 December 2011
Book amount Provision for bad debts Book amount Provision for bad debts
% of total Provision for % of % of total Provision for % of
Amount balance bad debts balance Amount balance bad debts balance
Receivables that are
individually significant and
individually provided for bad
debt 17,098,099 62% - - 12,930,685 78% - -
Receivables that are grouped
10,301,540 38% - - 3,693,040 22% - -
and provided for bad debt
27,399,639 100% - - 16,623,725 100% - -
The management classified the five largest accounts receivable as “receivables that are individually
significant”. They are all aged within one year and the management considered no provision for bad
debts is needed.
(c) As at 30 June 2012, no bad debt provision has been made for accounts receivable that are individually
significant or individually insignificant but subject to separate impairment assessment.
(d) The aging analysis of the receivables that are grouped and impaired is as follows:
30 June 2012 31 December 2011
Book amount Provision for bad debts Book amount Provision for bad debts
% of total Provision for % of % of total Provision for % of
Amount balance bad debts balance Amount balance bad debts balance
Within 1 year 10,301,540 38% - - 3,639,040 22% - -
- 106 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(1) Accounts receivable (Continued)
(e) There are no receivables which are fully provided for bad debt or with significant impairment but fully
received or recoverable or with significant portion of received or recoverable during the year.
(f) No accounts receivable have been written off during the year.
(g) As at 30 June 2012, 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 2011: Nil).
(h) As at 30 June 2012, the Group’s five largest accounts receivable balances are analysed as follows:
Relationship % of total accounts
with the Group Amount Duration receivable balance
Customer F Third party 4,862,562 Within 1 year 18%
Customer G Third party 4,410,721 Within 1 year 16%
Customer H Third party 4,297,342 Within 1 year 16%
Customer I Third party 1,888,237 Within 1 year 7%
Customer J Third party 1,639,237 Within 1 year 6%
17,098,099 62%
(i) As at 30 June 2012 and 31 December 2011, there were no balances due from related parties.
- 107 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(2) Other receivables
30 June 2012 31 December 2011
Loans to subsidiaries 271,963,976 239,270,156
Others 5,048,856 4,128,109
277,012,832 243,398,265
Less: Provision for bad debts (141,728) (141,728)
276,871,104 243,256,537
(a) The ageing of other receivables is analysed below:
30 June 2012 31 December 2011
Within 1 year 276,450,934 242,395,966
1 to 2 years 42,149 486,070
2 to 3 years 3,520 150
Over 3 years 516,229 516,079
277,012,832 243,398,265
(b) Other receivables are analysed by categories as follows:
30 June 2012 31 December 2011
Book amount Provision for bad debts Book amount Provision for bad debts
% of total Provision for % of % of total Provision for % of
Amount balance bad debts balance Amount balance bad debts balance
Receivables that are individually
significant and individually
provided for bad debt 274,233,928 99% - - 241,923,908 99% - -
Receivables that are grouped and
provided for bad debt 2,778,904 1% (141,728) 5.1% 1,474,357 1% (141,728) 9.6%
277,012,832 100% (141,728) 0.1% 243,398,265 100% (141,728) 0.1%
The management classified the five largest accounts receivable as “receivables that are individually
significant”.
- 108 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(2) Other receivables (Continued)
(c) The aging analysis for other receivables that are grouped and provided for bad debt is as follows:
30 June 2012 31 December 2011
Book amount Provision for bad debts Book amount Provision for bad debts
% of total Provision for % of % of total Provision for % of
Amount balance bad debts balance Amount balance bad debts balance
Within 1 year 2,217,006 1% - - 855,515 0% - -
1 to 2 years 425,606 0% (39,108) 9.1% 486,070 0% (39,108) 8.05%
2 to 3 years 3,520 0% (30) 0.9% 150 0% (30) 20.0%
Over 3 years 132,772 0% (102,590) 77.3% 132,622 0% (102,590) 77.4%
2,778,904 1% (141,728) 5.1% 1,474,357 1% (141,728) 9.6%
(d) There are no receivables which are fully provided for bad debt or with significant impairment but fully
received or recoverable or with significant portion of received or recoverable during the year.
(e) No other receivables were written off during the year.
(f) As at 30 June 2012, the Company did not have any balances which were due to parties having 5% or
above shareholdings in the Company (31 December 2011: Nil).
- 109 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(2) Other receivables (Continued)
(g) At 30 June 2012, the Company’s five largest other receivable balances are analysed below:
% of total other
Relationship with the Group Amount Duration receivables balance
DGW Subsidiary of the Group 170,400,000 Within 1 year 62%
DGT Subsidiary of the Company 67,500,000 Within 1 year 24%
CSTC Subsidiary of the Company 33,003,976 1and2 year 12%
WHK Subsidiary of the Company 2,269,952 Within 1 year 1%
CIFA Subsidiary of the Company 1,060,000 Over 3 years 0%
274,233,928 99%
(h) Other receivables due from related parties are analysed as follows:
30 June 2012 31 December 2011
% of total % of total Provision
Relationship accounts Provision accounts for bad
with the Group Amount receivables for bad debt Amount receivables debt
DGW Subsidiary of the Group 170,400,000 62% - 206,000,000 85% -
DGT Subsidiary of the Group 67,500,000 24% - - - -
CSTC Subsidiary of the Company 33,003,976 12% - 32,210,156 13% -
WHK Subsidiary of the Company 2,269,952 1% - 2,270,295 1% -
CIFA Subsidiary of the Company 1,060,000 0% - 1,060,000 0% -
Controlled by the same parent
CPSB company 135,622 0% - 135,622 0% -
274,369,550 99% - 241,676,073 99% -
(3) Long-term equity investments
30 June 2012 31 December 2011
Subsidiaries (a) 1,052,288,200 1,052,288,200
Joint venture(b) 808,583,725 795,776,215
Associates (c)- without quoted price 141,913,620 140,142,959
Other long-term equity investments (d) 17,037,500 17,037,500
2,019,823,045 2,005,244,874
Less: provision for impairment loss (e) (3,128,300) (3,128,300)
2,016,694,745 2,002,116,574
The long-term equity investments of the Company are not subject to restriction on conversion into
cash.
- 110 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(3) Long-term equity investments (Continued)
(a) Subsidiaries
Provision
Reason of Provision for
31 inconsistent for impairment Current year
Accounting Investment December Current year Interest Voting interest % and impairment made in declared cash
method costs 2011 changes 30 June 2012 % right % voting right balance current year dividend
Shenzhen Chiwan Terminal Company Limited Cost method 47,500,000 47,500,000 - 47,500,000 95% 95% Not applicable - - -
Shenzhen Chiwan International Freight Agency
Company Limited Cost method 5,500,000 5,500,000 - 5,500,000 100% 100% Not applicable - - -
Shenzhen Chiwan Harbour Container Company
Limited Cost method 250,920,000 250,920,000 - 250,920,000 84.98% 84.98% Not applicable - - -
Shenzhen Chiwan Transportation Company
Limited Cost method 7,000,000 7,000,000 - 7,000,000 75% 75% Not applicable - - -
Chiwan Wharf Holdings (H.K.) Limited Cost method 1,070,000 1,070,000 - 1,070,000 100% 100% Not applicable - - -
Shenzhen Chiwan Shipping and Transportation
Company Limited Cost method 24,000,000 24,000,000 - 24,000,000 90% 90% Not applicable - - -
Shenzhen Chiwan Trains-Grains Terminal
Company Limited Cost method 33,750,000 33,750,000 - 33,750,000 75% 75% Not applicable - - -
Chiwan Container Terminal Company Limited Cost method 421,023,200 421,023,200 - 421,023,200 51% 51% Not applicable - - -
Dongguan Chiwan Wharf Company Limited Cost method 186,525,000 186,525,000 - 186,525,000 41.45% 41.45% Not applicable - - -
Dongguan Chiwan Terminal Company Limited Cost method 75,000,000 75,000,000 - 75,000,000 25% 25% Not applicable - - -
1,052,288,200 - 1,052,288,200 - - -
- 111 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(3) Long-term equity investments (Continued)
(b) Joint venture
Current period additions / decreases
Reason of Provision Provision
Initial Share of net Cash dividends Other inconsistent for for impairment
Accounting investment 31 December Additional profit or loss of announced by equity Interest Voting interest % and impairment made in
method cost 2011 investment associates associates changes 30 June 2012 % right % voting right balance current year
China Overseas Harbour
Affairs(Laizhou)Co.,Ltd. Equity method 749,655,300 795,776,215 - 12,807,510 - - 808,583,725 40.00% 40.00% Not applicable - -
(c) Associates
Current period additions / decreases
Cash Reason of Provision Provision
Initial 31 Share of net dividends Other inconsistent for for impairment
Accounting investment December Additional profit or loss announced by equity Interest Voting interest % and impairment made in
method cost 2011 investment of associates associates changes 30 June 2012 % right % voting right balance current year
Cyber Network Equity method 1,875,000 11,664,263 - 1,094,158 - - 12,758,421 23.16% 23.16% Not applicable - -
CMML Equity method 140,000,000 128,478,696 - 676,503 - - 129,155,199 20.00% 20.00% Not applicable - -
140,142,959 - 1,770,661 - - 141,913,620 - -
- 112 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(d) Other long-term equity investment
Reason of Provision for
Initial Current year inconsistent Provision for impairment Current year
Accounting investment 31 December additions / Interest Voting interest % and impairment made in declared cash
method cost 2011 decreases 30 June 2012 % right % voting right balance current year dividend
China Ocean Shipping Agency
(Shenzhen) Company Limited Cost method 13,510,000 13,510,000 - 13,510,000 15% 15% Not applicable - - -
Shenzhen Petro-chemical Industry (Group) -
Company Limited. Cost method 3,500,000 3,500,000 - 3,500,000 0.26% 0.26% Not applicable (3,117,800) -
Guangdong Guang Jian Group Company - -
Limited Cost method 27,500 27,500 27,500 0.02% 0.02% Not applicable (10,500) -
17,037,500 - 17,037,500 (3,128,300) - -
(e) Provision for impairment of long-term equity investments
31 December 2011 Current year additions Current year decreases 30 June 2012
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
- 113 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(4) Operating income and operating cost
Jan.-Jun.2012 Jan.-Jun.2011
Revenue from main operations 95,125,034 83,182,415
Revenue from other operations 13,097,460 10,292,954
108,222,494 93,475,369
Jan.-Jun.2012 Jan.-Jun.2011
Cost from main operations 68,047,814 61,435,910
Cost from other operations 962,072 834,235
69,009,886 62,270,145
(a) Revenue and cost from main operations
Jan.-Jun.2012 Jan.-Jun.2011
Revenue from Cost from main Revenue from Cost from main
main operations operations main operations operations
Load and unload operation 95,125,034 68,047,814 83,182,415 61,435,910
The mainly operation are in mainland of PRC.
(b) Other revenue and cost
Jan.-Jun.2012 Jan.-Jun.2011
Revenue from Cost from Revenue from Cost from
other operations other operations other operations other operations
Lease income 7,529,205 962,072 6,108,217 834,235
Agent income 4,370,532 - 2,543,920 -
Sales of materials 35,983 - 508,509 -
Documentation fee 334,960 - 314,264 -
Other logistic services in port 83,933 - 221,559 -
Containers management fee 742,847 - 596,485 -
13,097,460 962,072 10,292,954 834,235
- 114 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(4) Operating income and operating cost (Continued)
(c) Particulars of the top five customers in revenue
Revenue from top five customers of the Company totaled RMB47,828,589 (Jan.-Jun.2011:
RMB48,376,291), which accounted for 44% (Jan.-Jun.2011: 52%) of the total revenue from main
operations. Details are showed as below:
% of total revenue
from main operations
Revenue of the Company
Customer F 14,787,429 14%
Customer N 13,035,327 12%
Customer G 7,901,190 7%
Customer M 6,255,099 6%
Customer H 5,849,544 5%
47,828,589 44%
(5) Investment income
Jan.-Jun.2012 Jan.-Jun.2011
Income from long-term equity investment under cost
method - -
Income from long-term equity investment under equity
method (a) 14,578,171 15,614,034
Income from disposal of long-term equity investment - -
Income earned during the holding period of available-
for-sale financial assets - 360,000
Interest income for short-term loans to subsidiaries 2,677,112 8,207,310
17,255,283 24,181,344
There is no restriction on recovery of investment income.
- 115 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(5) Investment income (Continued)
(a) Investment income from long-term investment under equity method of accounting
Investment income from top five investees or individually accounted to over 5% of total profit are
analysed as below:
Jan.-Jun.2012 Jan.-Jun.2011 Reason of fluctuation
COHA(Laizhou) 12,807,510 16,044,387 Investee declined in performance
Cyber Network 1,094,158 (296,450) Investee increase in performance
CMBL Investee run into operation and its circumstance
676,503 (133,903) turns better
14,578,171 15,614,034
- 116 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
14 Notes to the Company’s financial statements (Continued)
(6) Supplementary information to cash flow statements
(a) Reconciliation from the net profit to the cash flows from operating activities
Jan.-Jun.2012 Jan.-Jun.2011
Net profit (3,011,061) 2,219,063
Add: Provisions for assets impairment - -
Depreciation of fixed assets 6,807,460 6,222,570
Depreciation/amortisation of investment property 294,465 529,528
Amortisation of intangible assets 1,864,781 1,563,242
Amortisation of long-term prepaid expenses 89,810 89,810
Gains on disposal of fixed assets and intangible
assets (206,060) (69,642)
Finance expenses 28,020,064 20,308,106
Investment income (14,578,171) (24,181,344)
Increase in deferred tax assets (568,226) (1,962,481)
(Increase)/decrease in inventories (215,126) 30,855
(Increase)/decrease in operating receivables (12,175,148) (97,548,055)
Increase in operating payables (121,332,942) 239,055,918
Net cash flows from operating activities (115,010,154) 146,257,570
(b) Net changes in cash and cash equivalents
Jan.-Jun.2012 Jan.-Jun.2011
Cash at end of year 524,294,556 619,059,211
Less: cash at beginning of year (187,090,694) (494,364,355)
Net (decrease)/increase in cash 337,203,862 124,694,856
- 117 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
1 Breakdown of extraordinary gains and losses
Jan.-Jun.2012 Jan.-Jun.2011
Net gain on disposal of non-current assets 1,098,272 3,010
Government grants in current year profit 411,252 -
Receivables impairment reversal by individual - -
assessment
Other non-operating (expenses)/income, net 1,799,217 186,790
3,308,741 189,800
cEffect of income tax (191,754) (35,120)
Effect of minority (after tax) (716,299) 9,663
2,400,688 164,343
Basis for preparation of statement of non-recurring profit or loss
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.
2 Return on equity and earnings per share
Weighted average return Earnings per share
on equity (%) Basic earnings per share Diluted earnings per share
Jan.- Jan.- Jan.-
Jun.2012 Jun.2012 Jun.2012
Consolidated net profit attributable to
shareholders of the Company 6.24% 7.78% 0.344 0.401 0.344 0.401
Consolidated net profit excluding non-routine
items attributable to shareholders of the
Company 6.17% 7.78% 0.341 0.400 0.341 0.400
- 118 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
3 Explanations of irregular fluctuations and related reasons on major items of the financial
statements
The following represents analysis to financial statements line items with a fluctuation above 30%
(inclusive), or take up 5% of total assets as at balance sheet date (inclusive) or 10% of net profit for
the reported period (inclusive):
Increase/
30 June.2012 31 December 2011 (decrease)(%) Percentage
Cash at bank and on hand 1 790,131,255 478,788,943 65% 11%
Notes receivable 2 1,700,000 - 100% -
Advances to suppliers 3 5,698,872 3,497,668 63% 0%
Interest receivable 4 576,788 51,667 1016% 0%
Long-term equity investments 5 1,476,552,028 1,436,856,420 3% 21%
Fixed assets 6 2,568,430,962 2,482,077,688 3% 37%
Construction in progress 7 524,825,660 517,818,144 1% 8%
Intangible assets 8 1,020,478,476 1,038,926,892 -2% 15%
Short-term borrowings 9 1,104,030,000 1,418,830,000 -22% 16%
Notes payable 10 2,180,143 8,704,900 -75% 0%
Accounts payable 11 74,755,527 160,112,954 -53% 1%
Taxs payable 12 78,374,151 121,781,050 -36% 1%
Interests payable 13 6,091,942 1,637,790 272% 0%
Dividends payable 14 623,066,943 365,161,451 71% 9%
Current portion of non-current
liabilities 15 29,734,456 14,951,750 98% 0%
Long-term borrowings 16 170,000,000 90,000,000 89% 2%
Bonds payable 17 496,142,466 - 100% 7%
Jan.-Jun.2012 Jan.-Jun.2011
Revenue 18 854,104,190 844,983,574 1% 232%
Cost of sales 19 (384,494,159) (359,809,074) 7% 104%
General and administrative
expenses 20 (74,188,318) (76,912,960) -4% 20%
Investment income 21 39,695,608 58,444,197 -32% 11%
Non-operating income 22 3,503,559 287,103 1120% 1%
Non-operating expenses 23 (194,818) (97,303) 100% 0%
Income tax expenses 24 (68,888,438) (66,792,459) 3% 19%
- 119 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
FOR THE SIX MONTH ENDED 30 JUNE 2012
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
3 Explanations of irregular fluctuations and related reasons on major items of the financial
statements (Continued)
1. Cash at bank and on hand increased mainly because the net cash flows generated from operating
and financing activities are higher than the net expenses on investment and construction projects.
2. Subsidiaries provided diversified services for customers, which increased notes receivable.
3. Construction projects of subsidiaries were carried out step by step and relevant prepayments
increased.
4. The Group had some new term-deposits, which generated interest receivable.
5. Investment incomes from joint ventures and associates were recognized at the equity method,
which resulted in an increase of the book value of long-term equity investments.
6. Some assets reached the expected conditions for use. They were transferred from construction in
process and increased the original value of fixed assets.
7. During the reporting period, the berth extension project, the tugboat building project and part of the
Machong Port project had not been finished, so construction in process increased.
8. Amortization of intangible assets resulted in the decrease of the net value of intangible assets.
9. Due Short-term borrowings were repaid during the reporting period.
10. Notes payable were mainly the banker’s acceptance bills issued for the settlement in routine
operating activities.
11. Subsidiaries paid for the progress of construction projects during the reporting period.
12. In the reporting period, the Company paid the income tax for last year.
13. The Company had to pay interest for corporate bonds in the reporting period, which resulted in an
increase of interest payable.
14. Pursuant to the resolution made at the general meeting held in this May, the Group made a
provision for the cash dividend payable for 2011.
15. New project borrowings were reclassified into long-term borrowings due within one year according
to the relevant contracts and the bank collection plans.
16. Taking into account the capital needs and the borrowing structure, the Company newly obtained
some long-term borrowings.
17. The Company issued the first stage of corporate bonds during the reporting period while there had
been no such an event in the same period of last year.
18. The throughput of the Group increased 1% on a year-on-year basis and the operating revenue
also increased.
19. Labor cost and merchandise prices went up, which led to increasing operating cost.
20. Employee cost including long-term incentives for senior executives dropped.
21. During the reporting period, Investment income decreased due to investee decline in performance
and a decreased year-on-year profit of some associates.
22. The Company received some fixed asset disposal payments and insurance claim payments.
23. Loss on disposal of non-current assets increased.
24. The income tax rate for this year increased.
- 120 -
