Report for the Third Quarter of 2012-Chiwan Wharf Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No. 2012-040 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED REPORT FOR THE THIRD QUARTER OF 2012 I. Important Notes (I) The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) hereby confirm that there exists no omission, misstatement, or misleading information in this report, and accept, individually and collectively, the responsibility for the correctness, accuracy and completeness of the contents of this report. (II) All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report. (III) All directors attended the board session for reviewing this report. (IV) This quarterly Financial Statements was un-audited. (V) Chairman of the Board Mr. Zheng Shaoping, as well as Chief Financial Officer Mr. Zhang Jianguo and Financial Manager Ms. Ma Zhihong hereby confirm that the Financial Statements in this report is true and complete. (VI) This report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. II. Company Profile (I)Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? □ Yes √ No □ Inapplicable 30 Sept. 2012 31 Dec. 2011 +/- Total assets (RMB Yuan) 6,606,036,368 6,540,228,435 1.01% Total equity attributable to equity holders of the 3,575,643,809 3,467,796,751 3.11% Company (RMB Yuan) Share capital 644,763,730 644,763,730 0.00% Net assets per share attributable to equity holders 5.546 5.378 3.12% of the Company (RMB Yuan/share) To corresponding To corresponding Jul.-Sept. 2012 Jan.-Sept. 2012 period of 2011 period of 2011 Revenues (RMB Yuan) 505,157,389 15.60% 1,359,261,579 6.03% Net profit attributable to equity holders of the 144,399,816 11.90% 366,435,050 -5.41% Company (RMB Yuan) Net cash flow from operating activities (RMB -- -- 531,392,749 -1.91% Yuan) Net cash flow per share from operating activities -- -- 0.824 -1.90% (RMB Yuan/share) Basic EPS (RMB Yuan/share) 0.224 12.00% 0.568 -5.49% Diluted EPS (RMB Yuan/share) 0.224 12.00% 0.568 -5.49% Weighted average ROE (%) 4.12% 4.83% 10.36% -11.68% Weighted average ROE after extraordinary gains 4.11% 4.58% 10.29% -12.20% and losses (%) 1 Report for the Third Quarter of 2012-Chiwan Wharf Extraordinary gains and losses √Applicable □Inapplicable Item Amount during Jan.-Sept. 2012 (RMB Yuan) Net gain on disposal of non-current assets 1,058,852 Government grants in current year profit 452,991 Other non-operating incomes /(expenses),net 2,274,809 Minority interests effects (848,253) Income tax effects (262,689) Total 2,675,710 (II)Total number of shareholders and top 10 shareholders at the period-end 37,759 shareholders, among which 29,237 being shareholders of A shares and 8,522 being Total number of shareholders shareholders of B shares. Top ten shareholders holding shares not subject to trading moratorium Type and number of shares Number of tradable Name of shareholder shares held at period-end Type Number CHINA NANSHAN DEVELOPMENT (GROUP) INC. 370,878,000 A shares 370,878,000 KEEN FIELD ENTERPRISES LIMITED 55,314,208 B shares 55,314,208 CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 47,914,954 B shares 47,914,954 GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 5,519,870 B shares 5,519,870 EMPLOYEES PROVIDENT FUND 3,586,266 B shares 3,586,266 OMERS ADMINISTRATION CORPORATION(SC03) 3,238,309 B shares 3,238,309 TEMPLETON CANADA EMERGING MKTS FUND 2,671,924 B shares 2,671,924 TEMPLETON ASIAN GROWTH FUND 2,657,852 B shares 2,657,852 FTIF-TEMPLETON EMERGING MKT SMALLER COMPANIES FUND 2,522,279 B shares 2,522,279 CHINA MERCHANTS SECURITIES (HK) CO., LTD. 2,369,299 B shares 2,369,299 Due to the actual controller of the Company is China Merchants Group,China Nanshan Development (Group) Inc. (hereinafter referred to as “CND”), Keen Field Enterprises Limited and China Merchants Securities (HK) Co., Ltd. are related parties; and except Keen Field Enterprises Limited and China Merchants Notes of particulars of shareholders Securities (HK) Co., Ltd., CND does not have any relations with the shareholders holding shares not su bject to trading moratorium. The Company does not know if there are any inter-relations among other shareholders holding shares not subject to trading moratorium. 2 Report for the Third Quarter of 2012-Chiwan Wharf III. Significant Events (I)Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Inapplicable 30 Sept. 2012 31 Dec. 2011 +/-(%) Bonds payable 496,344,110 - 100.00% The first phase of corporate bonds was issued this May and there was no such an event in the same period of last year. Jul.-Sept. 2012 Jul.-Sept. 2011 +/-(%) Jan.-Sept. 2012 Jan.-Sept. 2011 +/-(%) Investment income 18,376,580 28,379,161 -35.25% 58,072,188 86,823,358 -33.11% Investment income decreased because the reporting period saw a poorer performance and a decreased year-on-year profit of some associates. Jan.-Sep.2012 Jan.-Sep.2011 +/-(%) Net cash paid from disposal of - (220,284,181) -100.00% subsidiaries and other business units Cash received from issuance of bonds 496,000,000 - 100.00% Cash repayment of borrowings (1,456,960,000) (996,050,000) 46.27% Cash payments for interest expenses and distribution of dividends or (605,196,586) (330,671,304) 83.02% profits Net cash paid from disposal of subsidiaries and other business units decreased because the Company increased capital to an associate and increased its shareholding in it in the same period of last year,. Cash received from bonds increased because the first phase of corporate bonds was issued this May and there was no such an event in the same period of last year. Cash repayment of borrowings increased because mature loans increased on a year-on-year basis. Cash payments for interest expenses and distribution of dividends or profits increased subsidiaries distributed bonuses for the previous year to minority shareholders while there was no such an event in the same period of last year. Note: Reasons shall be given for any statement item for financial index with a variation over 30%. (II)Progress of significant events and its influence, as well as the analysis and explanation on solutions 1. About non-standard audit opinion □Applicable √Inapplicable 2. The Company offers capital to the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedures. □Applicable √Inapplicable 3 Report for the Third Quarter of 2012-Chiwan Wharf 3. Signing and execution of significant contracts concerning routine operation □Applicable √Inapplicable 4. Others √Applicable □Inapplicable Internal control progress: 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 accomplished the internal control improvement task set for the third quarter of 2012, with details as follows: 1. Members of the internal control improvement task groups of the headquarters and the subsidiaries which took part in the internal control improvement campaign reviewed the process risks accomplished last year and revised them according to changes in business. They also cleared up the new processes newly added this year and finished the description of them. 2. The Company looked for internal control defects through designing and running effectiveness tests and drafted a list of internal control defects. 3. Risk identification is going on through process clearing up and a list for risk identification is being produced. 4. A plan for rectifying internal control defects is being drafted. Deloitte has been engaged as the Company’s 2012 internal control auditor. In the third quarter of 2012, accountants from Deloitte carried out their first on-site audit for internal control. The Company improved internal control in line with the schedule for the internal control improvement plan for 2012. The internal control project is right on schedule, with no derivation or delay. (III)Commitments of the Company or shareholders with an over 5% shareholding made in or carried down into the reporting period □Applicable √Inapplicable (IV) Predict the 2012 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable (V) Other significant events that need to be explained 1. Securities investment □Applicable √Inapplicable 2. Investments in derivatives □Applicable √Inapplicable 3. Derivative investments held at the period-end □Applicable √Inapplicable 4 Report for the Third Quarter of 2012-Chiwan Wharf 4. Researches, visits and interviews received in the reporting period Main discussion and Time of Place of reception Way of reception Time of reception Visitor materials provided by the reception Company Shanghai Simpleway Asset Basic operation, Management Co., Ltd., investment conditions The Office of the Telephone Changjiang Securities, Credit and financial status of the Sept. 2012 Institution Company communication Lyonnais Securities Asia, China Company; brief international capital corporation introduction of the limited Company 5. Corporate bonds issued Any corporate bonds issued in the reporting period? □Yes √No IV Appendix(See Attachment) (Ⅰ) Balance Sheet (Ⅱ) Income Statement in the report period (Ⅲ) Income Statement from year-begin to the end of report period (IV) Cash Flow Statement (Ⅴ) Report of the auditor's Opinion of the auditor’s: Un-audited For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 26th October, 2012 5