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 Report for the Third Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET FOR THE MONTH ENDED 30 SEPTEMBER 2012 (All amounts in RMB unless otherwise stated) [English translation for reference only] 30-Sep-2012 31-Dec-2011 30-Sep-2012 31-Dec-2011 ASSETS Consolidated Consolidated Company Company Current assets Cash at bank and on hand 295,410,729 478,788,943 113,609,077 187,090,694 Notes receivable - - - - Accounts receivable 273,595,460 230,797,003 21,797,405 16,623,725 Advances to suppliers 1,065,920 3,497,668 - 1,210,724 Interests receivable 45,811 51,667 154,484 206,151 Dividends receivable - - - 529,289,881 Other receivables 17,095,436 11,833,877 363,106,900 243,256,537 Inventories 22,861,062 23,500,358 1,044,528 922,921 Other current assets 1,003,913 1,003,913 - - Total current assets 611,078,331 749,473,429 499,712,394 978,600,633 Non-current assets Available-for-sale financial assets 4,780,000 5,690,000 4,780,000 5,690,000 Long-term receivables - - 11,004,304 11,004,304 Long-term equity investments 1,495,047,531 1,436,856,420 2,020,495,726 2,002,116,574 Investment properties 33,767,414 34,679,229 25,827,595 26,547,149 Fixed assets 2,690,658,772 2,482,077,688 147,702,691 156,481,155 Construction in progress 509,456,025 517,818,144 637,894 614,894 Intangible assets 1,010,758,637 1,038,926,892 63,171,754 65,552,356 Goodwill 10,858,898 10,858,898 - - Long-term prepaid expenses 61,887,139 62,488,532 7,605,585 5,770,046 Deferred tax assets 55,235,384 59,250,919 30,277,687 29,709,461 Other non-current assets 122,508,237 142,108,284 - - Total non-current assets 5,994,958,037 5,790,755,006 2,311,503,236 2,303,485,939 TOTAL ASSETS 6,606,036,368 6,540,228,435 2,811,215,630 3,282,086,572 6 Report for the Third Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET FOR THE MONTH ENDED 30 SEPTEMBER 2012(CONTINUE) (All amounts in RMB unless otherwise stated) [English translation for reference only] LIABILITIES AND 30-Sep-2012 31-Dec-2011 30-Sep-2012 31-Dec-2011 OWNERS’ EQUITY Consolidated Consolidated Company Company Current liabilities Short-term borrowings 1,104,030,000 1,418,830,000 334,530,000 584,530,000 Notes payable - 8,704,900 - 7,493,900 Accounts payable 86,688,504 160,112,954 12,282,918 12,225,607 Advances from customers 3,639,570 5,045,311 2,397,230 3,907,291 Employee benefits payable 42,708,450 55,945,867 34,879,988 31,818,160 Taxes payable 54,651,078 121,781,050 489,170 1,392,629 Interests payable 14,727,132 1,637,790 13,649,575 2,361,250 Dividends payable 65,451,194 365,161,451 49,653,858 - Other payables 66,132,416 50,809,293 237,189,450 749,075,206 Current portion of non-current liabilities 34,734,456 14,951,750 - - Total current liabilities 1,472,762,800 2,202,980,366 685,072,189 1,392,804,043 Non-current liabilities Long-term borrowings 160,000,000 90,000,000 - - Bonds payable 496,344,110 - 496,344,110 - Special payable 83,338,089 81,790,541 - - Deferred tax liabilities 915,000 1,142,500 915,000 1,142,500 Other non-current liabilities 54,945,233 58,250,957 - - Total non-current liabilities 795,542,432 231,183,998 497,259,110 1,142,500 Total liabilities 2,268,305,232 2,434,164,364 1,182,331,299 1,393,946,543 Owners' equity Share capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 165,543,555 166,226,055 152,755,828 153,438,328 Surplus reserves 464,704,268 421,692,405 464,704,268 421,692,405 Undistributed profits 2,314,239,696 2,248,722,001 366,660,505 668,245,566 Foreign exchange translation (13,607,440) (13,607,440) - - differences Total equity attributable to equity holders of 3,575,643,809 3,467,796,751 1,628,884,331 1,888,140,029 the Company Minority interests 762,087,327 638,267,320 - - Total owners' equity 4,337,731,136 4,106,064,071 1,628,884,331 1,888,140,029 TOTAL LIABILITIES AND OWNERS’ 6,606,036,368 6,540,228,435 2,811,215,630 3,282,086,572 EQUITY 7 Report for the Third Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENT IN THE REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jul.-Sep. 2012 Jul.-Sep. 2011 Items Consolidated Company Consolidated Company Revenue 505,157,389 51,500,953 436,986,039 47,804,622 Less: Cost of sales (227,411,322) (35,876,033) (189,317,656) (32,661,421) Tax and levies on operations (19,639,823) (2,250,314) (18,595,099) (2,109,794) General and administrative expenses (32,038,066) (11,117,611) (31,103,111) (10,382,259) Financial (expenses)/income – net (17,016,213) (18,696,151) (19,126,367) (10,919,597) Asset impairment reversals/(losses) - - - - Add: Investment income 18,376,580 13,420,094 28,379,161 10,704,726 Including: Share of results of associates 18,376,580 3,800,981 28,379,161 7,698,446 Operating profit 227,428,545 (3,019,062) 207,222,967 2,436,277 Add: Non-operating income 523,786 28,624 71,946 24,917 Less: Non-operating expenses (45,875) (11,473) (94,931) (5,047) Including: Loss on disposals of non-current (39,420) (11,473) (46,722) (5,047) assets Total profit 227,906,456 (3,001,911) 207,199,982 2,456,147 Less: Income tax (expenses)/income (37,290,585) 5,345,266 (38,713,247) 1,258,152 Net profit 190,615,871 2,343,355 168,486,735 3,714,299 Attributable to equity holders of the 144,399,816 129,046,618 Company Minority interests 46,216,055 39,440,117 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.224 0.200 Diluted earnings per share 0.224 0.200 Other comprehensive income (817,500) (817,500) (83,600) (83,600) Total comprehensive income 189,798,371 1,525,855 168,403,135 3,630,699 Attributable to equity holders of the 143,582,316 128,963,018 Company Minority interest 46,216,055 39,440,117 8 Report for the Third Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED INCOME STATEMENT FROM YEAR-BEGIN TO END OF REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Sep. 2012 Jan.-Sep. 2011 Items Consolidated Company Consolidated Company Revenue 1,359,261,579 159,723,447 1,281,969,613 141,279,991 Less: Cost of sales (611,905,481) (104,885,919) (549,126,730) (94,931,566) Tax and levies on operations (53,860,235) (6,705,914) (53,587,545) (6,044,851) General and administrative expenses (106,226,384) (41,813,938) (108,016,071) (44,619,512) Financial (expenses)/income – net (52,694,239) (44,056,294) (47,732,311) (30,445,028) Asset impairment reversals/(losses) - - - - Add: Investment income 58,072,188 30,675,377 86,823,358 34,886,070 Including: Share of results of associates 58,072,188 18,379,152 86,463,358 23,312,480 Operating profit 592,647,428 (7,063,241) 610,330,314 125,104 Add: Non-operating income 4,027,345 58,055 359,049 234,674 Less: Non-operating expenses (240,693) (11,473) (192,234) (28,242) Including: Loss on disposals of (143,520) (11,473) (113,846) (28,222) non-current assets Total profit 596,434,080 (7,016,659) 610,497,129 331,536 Less: Income tax (expenses)/income (106,179,023) 6,348,953 (105,505,706) 5,601,826 Net profit 490,255,057 (667,706) 504,991,423 5,933,362 Attributable to equity holders of the 366,435,050 387,404,046 Company Minority interests 123,820,007 117,587,377 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.568 0.601 Diluted earnings per share 0.568 0.601 Other comprehensive income (682,500) (682,500) (1,018,400) (1,018,400) Total comprehensive income 489,572,557 (1,350,206) 503,973,023 4,914,962 Attributable to equity holders of the 365,752,550 386,385,646 Company Minority interest 123,820,007 117,587,377 9 Report for the Third Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED CASH FLOW STATEMENT FROM YEAR-BEGIN TO END OF REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Sep.2012 Jan.-Sep.2011 Jan.-Sep.2012 Jan.-Sep.2011 Items Consolidated Consolidated Company Company 1. Cash flows from operating activities Cash received from rendering of services 1,298,153,414 1,226,616,164 150,300,923 134,921,669 Cash received relating to other operating 14,963,471 20,595,029 55,863,576 296,649,976 activities Sub-total of cash inflows 1,313,116,885 1,247,211,193 206,164,499 431,571,645 Cash paid for goods and services (344,203,840) (302,477,754) (73,694,584) (71,452,499) Cash paid to and on behalf of employees (169,568,020) (165,680,960) (46,882,549) (44,894,953) Payments of taxes and levies (232,616,963) (199,959,516) (8,040,291) (6,835,065) Cash paid relating to other operating activities (35,335,313) (37,343,646) (954,731,184) (344,229,689) Sub-total of cash outflows (781,724,136) (705,461,876) (1,083,348,608) (467,412,206) Net cash flows from operating activities 531,392,749 541,749,317 (877,184,109) (35,840,561) 2. Cash flows from investing activities Cash received from disposals of investments - - 263,210,156 423,300,000 Cash received from returns on investments - 1,584,863 591,239,965 56,381,107 Net cash received from disposals of fixed 5,363,242 389,749 206,060 157,083 assets and intangible assets Sub-total of cash inflows 5,363,242 1,974,612 854,656,181 479,838,190 Cash paid to purchase fixed assets, intangible (386,017,619) (411,459,288) (8,949,755) (5,471,572) assets and other long-term assets Net cash paid from disposal of subsidiaries and - (220,284,181) - (379,200,000) other business units Sub-total of cash outflows (386,017,619) (631,743,469) (8,949,755) (384,671,572) Net cash flows from investing activities (380,654,377) (629,768,857) 845,706,426 95,166,618 3. Cash flows from financing activities Cash received by investors - 91,940,000 - - Cash received from borrowings 1,232,160,000 1,026,050,000 638,060,000 643,550,000 Cash received from issuance of bonds 496,000,000 - 496,000,000 - Sub-total of cash inflows 1,728,160,000 1,117,990,000 1,134,060,000 643,550,000 Cash repayments of borrowings (1,456,960,000) (996,050,000) (888,060,000) (733,550,000) Cash payments for interest expenses and (605,196,586) (330,671,304) (287,883,934) (324,743,567) distribution of dividends or profits Cash paid relating to other financing activities (120,000) (2,486,625) (120,000) (1,670,625) Sub-total of cash outflows (2,062,276,586) (1,329,207,929) (1,176,063,934) (1,059,964,192) Net cash flows from financing activities (334,116,586) (211,217,929) (42,003,934) (416,414,192) 4. Effect of foreign exchange rate changes on - - - - cash and cash equivalents 5. Net increase in cash and cash equivalents (183,378,214) (299,237,469) (73,481,617) (357,088,135) Add: Cash and cash equivalents at beginning 478,788,943 781,720,083 187,090,694 494,364,355 of year 6. Cash and cash equivalent at end of this period 295,410,729 482,482,614 113,609,077 137,276,220 10