Report for the First Quarter of 2013 - Chiwan Wharf Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No. 2013-029 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED REPORT FOR THE FIRST QUARTER OF 2013 Section I. Important Reminders I. The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) warrant that this report carries no false record, misleading statement or material omission, and shall be jointly and severally liable for the factuality, 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 have attended the board session for reviewing this report. IV. This quarterly Financial Statements was un-audited. V. Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Fang and Financial Manager Ms. Ma Zhihong hereby announce that they guarantee the factuality and completeness of the financial statements enclosed in this report. VI. This report is prepared in both Chinese and English. Should there be any understanding discrepancy between the two versions, the Chinese version shall prevail. Section II. Financial Highlights & Change of Shareholders I. Financial highlights Does the Company adjust retrospectively or restate any accounting data of previous years? □ Yes √ No Jan.-Mar. 2013 Jan.-Mar. 2012 +/- Total operating income (RMB Yuan) 412,475,925 400,075,076 3.10% Net profit attributable to shareholders of the parent (RMB Yuan) 130,207,445 113,372,701 14.85% Net profit attributable to shareholders of the parent after extraordinary 129,730,051 111,027,141 16.85% gains and losses (RMB Yuan) Net cash flows from operating activities (RMB Yuan) 141,992,180 132,040,260 7.54% Basic EPS (RMB Yuan/share) 0.202 0.176 14.77% Diluted EPS (RMB Yuan/share) 0.202 0.176 14.77% Weighted average ROE (%) 3.47% 3.22% 0.25% 31 Mar. 2013 31 Dec. 2012 +/- Total assets (RMB Yuan) 7,066,707,546 6,781,130,450 4.21% Total shareholder’s equity attributable to equity holders of the parent 3,809,225,746 3,678,032,083 3.57% (RMB Yuan) 1 Report for the First Quarter of 2013 - Chiwan Wharf Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item 1 Jan. 2013-31 Mar. 2013 Explanation Profit or loss on disposal of non-current assets (17,801) Government grants recognized in profit or loss 41,739 Other non-operating income and expenses other than the above 922,569 Tax effects (176,661) Minority interests effects (after tax) (292,452) Total 477,394 -- II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders Unit: share Total number of shareholders at the period-end 35,037, with 26,603 being A-share holders, and 8,434 being B-share holders Shareholdings of top 10 shareholders (all non-restricted shareholders) Nature of Shareholdi Number of Number of shareholder ng Type of shares Name of shareholder non-restricted pledged or frozen (state-owned or percentage (A, B, H or other) shares held shares foreign) (%) CHINA NANSHAN DEVELOPMENT 57.52% 370,878,000 0 A-share (GROUP) INC. Foreign KEEN FIELD ENTERPRISES LIMITED 8.58% 55,314,208 Unknown B-share shareholder CMBLSA RE FTIF TEMPLETON ASIAN Foreign 7.43% 47,914,954 Unknown B-share GRW FD GTI 5496 shareholder GOVERNMENT OF SINGAPORE INV. Foreign 0.66% 4,275,390 Unknown B-share CORP.- A/C "C" shareholder Foreign EMPLOYEES PROVIDENT FUND 0.56% 3,586,266 Unknown B-share shareholder Foreign TEMPLETON ASIAN GROWTH FUND 0.41% 2,657,852 Unknown B-share shareholder FTIF-TEMPLETON EMERGING MKT Foreign 0.39% 2,522,279 Unknown B-share SMALLER COMPANIES FUND shareholder Foreign BAYVK A2-FONDS 0.37% 2,410,046 Unknown B-share shareholder KUMPULAN WANG PERSARAAN Foreign 0.37% 2,368,067 Unknown B-share (DIPERBADANKAN) shareholder TEMPLETON CANADA EMERGING MKTS Foreign 0.33% 2,143,368 Unknown B-share FUND shareholder China Merchants Holdings (International) Co., Ltd. is a shareholder of China Nanshan Explanation on associated relationship or Development (Group) Inc. (hereinafter referred to as “CND”). And Keen Field persons acting in concert among the Enterprises Limited is a wholly-funded subsidiary of China Merchants Holdings (International) Co., Ltd.. Other than that, the Company does not know any associated above-mentioned shareholders relationship between the other non-restricted shareholders. 2 Report for the First Quarter of 2013 - Chiwan Wharf Section III. Significant Events I. Significant changes of the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes Jan.-Mar. 2013 Jan.-Mar. 2012 +/- (%) Administrative expenses 35,093,630 27,795,802 26.26% Payments of all types of taxes 27,351,801 84,153,732 -67.50% Cash payments to acquire or construct fixed assets, intangible assets and other long-term assets 90,259,583 134,916,890 -33.10% Administrative expenses increased mainly because the labor cost increased. Payments of all types of taxes decreased mainly due to the business-tax-to-VAT policy in Nov. 2012. Cash payments to acquire or construct fixed assets, intangible assets and other long-term assets decreased mainly because the 13# expansion project completed in the third quarter of 2012 and there were no such expenses in the reporting period. II. Progress of significant events and analysis & explanations on their influence and solutions Website index Date of for the disclosed Overview of the significant event disclosure relevant interim report On 27 Dec. 2012, the Company’s shareholder CND and Malai Storage signed the “Agreement between China Nanshan Development (Group) Inc. and Shenzhen Malai Storage Co., Ltd. Concerning Transferring Shares of Shenzhen Chiwan Wharf Holdings Limited”, according to which Securities it was agreed that CND transferred 161,190,933 circulating A-shares of the Company (representing a Times, Ta Kung shareholding percentage of 25%) to Malai Storage at the agreed price of RMB 11.088 per share. The 29 Dec. 2012 Pao (HK) and equity transfer announcement (No. 2012-054) was published on Securities Times, Ta Kung Pao (HK) www.cninfo.co and www.cninfo.com.cn dated 29 Dec. 2012. The said transaction was approved by SASAC of the m.cn State Council and the Ministry of Commerce and the approval announcement (No. 2013-019) was published on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 12 Mar. 2013. Up to the disclosure day of this quarterly report, the equity transfer procedure is proceeding. III. Commitments made by the Company or any shareholder with a shareholding over 5% in the reporting period or such commitments carried down into the reporting period Commitment Contents of Date of Period of Commitment Execution maker commitment commitment commitment 1. Commitments made by CND and China Merchants Holdings (International) about It is promised share custody; that the 2. Commitment made horizontal China by China Merchants competition Merchants Holdings issue will be Commitment made in an acquisition In the process of Holdings (International) about 20 Sept. 2012 solved through report or a report on equity changes execution (International) guaranteeing the ways such as Co., Ltd. independency of the asset Company; reorganization 3. Commitment made in the coming by China Merchants 3-5 years. Holdings (International) about horizontal competition; 3 Report for the First Quarter of 2013 - Chiwan Wharf and 4. Commitment made by China Merchants Holdings (International) about regulating related-party transactions Executed in time or not Yes Is a commitment made concerning any resulted horizontal competition and Yes related-party transaction? Promised time needed to solve the 3-5 years problems It is promised that the horizontal competition issue will be solved through ways such as asset Way of solving the problems reorganization in the coming 3-5 years. Execution In the process of execution IV. Predict the operating results of Jan.-Jun. 2013 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: □ Applicable √ Inapplicable V. Securities investments □ Applicable √ Inapplicable VI. Derivative investments Derivative investments held at period-end: □ Applicable √ Inapplicable VII. Researches, visits and interviews received in the reporting period Inapplicable VIII. Other Internal control progress: In the first quarter of 2013, according to the work plan for internal control, the Company organized and carried out the self-evaluation of internal control. Via talks and sampling tests, and according to the previously-set evaluation standards, the office evaluated the defects found, prepared a defect evaluation summary sheet, and then offered their rectification advice. It then, according to the results of its aforesaid work, prepared the 2012 annual internal control self-evaluation report, which was later disclosed upon review and approval at the 5th Session of the 7th Board of Directors and the 5th Session of the 7th Supervisory Committee. The Company engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP to audit the effectiveness of its 2012 financial reporting internal control. A standard auditor’s report with unqualified opinion was issued by DDT and later disclosed by the Company. Currently, the Company is filing internal control documents of previous periods to form the complete documentation for the internal control mechanism and solidify the internal control achievements. It is also renewing members of the internal control task groups and working on the internal control work plan for 2013 to prepare for internal control activities in 2013. The Company has completed the internal control work according to the schedule in the internal control work plan for 2012, with no difference or delay. 4 Report for the First Quarter of 2013 - Chiwan Wharf Section IV. Financial Statements I. Financial statements (see the attached) 1. Balance sheet 2. Income statement 3. Cash flow statement II. Audit report Is this report audited? □ Yes √ No For and on behalf of the Board Mr. Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 24 April 2013 5 Report for the First Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET FOR THE MONTH ENDED 31 MARCH 2013 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] 31-Mar-2013 31-Dec-2012 31-Mar-2013 31-Dec-2012 ASSETS Consolidated Consolidated Company Company Current Assets Currency funds 349,008,365 314,855,568 170,119,547 149,792,425 Notes receivable 100,000 1,680,000 - 200,000 Accounts receivable 286,440,280 251,420,961 17,001,068 17,754,009 Prepayments 2,260,477 1,623,037 93,006 93,006 Interest receivable 110,913 - 218,084 218,084 Dividends receivable - - 145,359,112 145,359,112 Other receivables 13,649,182 15,984,053 413,274,500 358,588,904 Inventories 22,540,031 21,325,571 987,615 860,702 Other current assets 7,723,200 8,956,589 - 323,406 Total current assets 681,832,448 615,845,779 747,052,932 673,189,648 Non-currentAssets Available-for-sale financial 5,420,000 5,210,000 5,420,000 5,210,000 assets Long-term receivables - - 11,004,285 11,004,285 Long-term equity investments 1,563,154,957 1,544,951,108 2,159,039,173 2,131,519,862 Investment property 33,159,537 33,463,476 25,347,892 25,587,744 Fixed assets 2,667,063,109 2,701,093,453 143,612,504 144,059,820 Construction in progress 630,601,245 609,932,609 1,452,894 687,894 Intangible assets 997,349,974 1,007,534,028 61,582,068 62,376,911 Goodwill 10,858,898 10,858,898 - - Long-term prepaid expenses 268,053,958 60,962,668 7,290,924 7,488,719 Deferred tax assets 60,486,382 67,969,034 35,608,930 40,060,852 Other non-current assets 148,727,038 123,309,397 - - Total non-current assets 6,384,875,098 6,165,284,671 2,450,358,670 2,427,996,087 TOTAL ASSETS 7,066,707,546 6,781,130,450 3,197,411,602 3,101,185,735 6 Report for the First Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET FOR THE MONTH ENDED 31 MARCH 2013(CONTINUE) (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] LIABILITIES AND 31-Mar-2013 31-Dec-2012 31-Mar-2013 31-Dec-2012 SHAREHOLDERS' EQUITY Consolidated Consolidated Company Company Current Liabilities Short-term borrowings 1,177,330,600 1,180,929,700 333,786,600 334,901,700 Notes payable 826,000 826,000 - - Accounts payable 307,247,476 145,987,941 8,831,543 13,264,803 Advances 2,401,062 299,453 378,471 246,980 Employee benefits payable 33,001,404 65,535,790 25,572,082 42,214,995 Taxes payable 39,791,789 40,854,861 (5,086,822) 2,213,148 Interest payable 26,109,226 18,541,173 26,997,619 21,204,530 Other payables 36,697,801 41,574,838 498,635,966 369,642,044 Non-current liabilities due within one year 44,727,207 39,727,207 - - Total current liabilities 1,668,132,565 1,534,276,963 889,115,459 783,688,200 Non-current Liabilities Long-term borrowings 140,000,000 150,000,000 - - Bonds payable 496,743,014 496,545,753 496,743,014 496,545,753 Special payables 74,590,383 80,622,976 - - Deferred tax liabilities 1,075,000 1,022,500 1,075,000 1,022,500 Other non-current liabilities 52,421,831 53,652,356 - - Total non-current liabilities 764,830,228 781,843,585 497,818,014 497,568,253 TOTAL LIABILITIES 2,432,962,793 2,316,120,548 1,386,933,473 1,281,256,453 SHAREHOLDERS' EQUITY Share capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital reserve 166,023,555 165,866,055 153,235,828 153,078,328 Special reserve 2,237,385 1,394,832 17,511 240,349 Surplus reserve 464,704,268 464,704,268 464,704,268 464,704,268 Unappropriated profit 2,545,115,361 2,414,907,916 547,756,792 557,142,607 Translation differences arising on translation of financial statements (13,618,553) (13,604,718) - - denominated in foreign currencies Total shareholders' equity attributable to 3,809,225,746 3,678,032,083 1,810,478,129 1,819,929,282 equity holders of the parent Minority interests 824,519,007 786,977,819 - - TOTAL SHAREHOLDERS' EQUITY 4,633,744,753 4,465,009,902 1,810,478,129 1,819,929,282 TOTAL LIABILITIES AND 7,066,707,546 6,781,130,450 3,197,411,602 3,101,185,735 SHAREHOLDERS' EQUITY 7 Report for the First Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENT FOR THE THREE MONTHS ENDED MARCH 31 2013 (All amounts in RMB unless otherwise stated) [English translation for reference only] Jan.-Mar.2013 Jan.-Mar.2012 Jan.-Mar.2013 Jan.-Mar.2012 Items Consolidated Consolidated Company Company Total operating income 412,475,925 400,075,076 23,273,284 41,994,147 Less: Operating costs (188,538,176) (173,848,347) (28,655,828) (31,603,295) Business taxes and levies (1,342,690) (16,195,936) (485,760) (1,771,732) Administrative expenses (35,093,630) (27,795,802) (10,402,976) (7,934,048) Financial (expenses)/income – net (11,047,426) (16,466,125) (4,475,119) (10,044,263) Impairment reversals/(losses) of asset (15,988) - (161,951) - Add: Gains from changes in fair values - - - - Investment income 18,203,849 16,003,583 7,519,311 2,660,294 Including: Income from investments in 18,203,849 16,003,583 7,519,311 2,660,294 associates and joint ventures Operating profit 194,641,864 181,772,449 (13,389,039) (6,698,897) Add: Non-operating income 1,102,732 3,407,766 181,515 13,158 Less: Non-operating expenses (156,225) (137,794) - - Including: Losses from disposal of (17,801) (62,273) - - non-current assets Total Profit 195,588,371 185,042,421 (13,207,524) (6,685,739) Less: Income tax expenses (27,881,315) (34,771,625) 3,821,709 1,671,435 Net profit 167,707,056 150,270,796 (9,385,815) (5,014,304) Net profit attributable to shareholders of 130,207,445 113,372,701 the parent Profit or loss attributable to minority 37,499,611 36,898,095 interests Earnings per share Basic earnings per share 0.202 0.176 Diluted earnings per share 0.202 0.176 Other comprehensive income 143,665 127,500 157,500 127,500 Total comprehensive income 167,850,721 150,398,296 (9,228,315) (4,886,804) Shareholders of the parent 130,351,110 113,500,201 Minority interests 37,499,611 36,898,095 8 Report for the First Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED CASH FLOW STATEMENT FOR THE THREE MONTHS ENDED MARCH 31 2013 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Mar.2013 Jan.-Mar.2012 Jan.-Mar.2013 Jan.-Mar.2012 Items Consolidated Consolidated Company Company 1. Cash Flows from Operating Activities Cash receipts from the sale of goods and the 387,196,499 394,813,329 24,865,369 40,807,707 rendering of services Receipts of tax refunds - - - - Other cash receipts relating to operating 5,536,500 3,473,107 162,053,704 116,630,847 activities Sub-total of cash inflows 392,732,999 398,286,436 186,919,073 157,438,554 Cash payments for goods purchased and (105,253,702) (108,515,640) (19,350,198) (26,955,814) services received Cash payments to and on behalf of employees (78,783,823) (61,127,222) (25,768,799) (14,925,842) Payments of all types of taxes (27,351,801) (84,153,732) (1,193,035) (2,232,210) Other cash payments relating to operating (39,351,493) (12,449,582) (93,304,824) (89,018,818) activities Sub-total of cash outflows (250,740,819) (266,246,176) (139,616,856) (133,132,684) Net Cash Flow from Operating Activities 141,992,180 132,040,260 47,302,217 24,305,870 2. Cash Flows from Investing Activities Cash receipts from disposals and returns of - - - 103,395,000 investments Cash receipts from investments income - - - 3,467,766 Net cash receipts from disposals of fixed 128,900 4,688,320 - - assets, intangible assets and other long-term assets Sub-total of cash inflows 128,900 4,688,320 - 106,862,766 Cash payments to acquire or construct fixed (90,259,583) (134,916,890) (2,770,860) (4,239,779) assets, intangible assets and other long-term assets Cash payments to acquire investments - - (20,000,000) - Sub-total of cash outflows (90,259,583) (134,916,890) (22,770,860) (4,239,779) Net Cash Flow from Investing Activities (90,130,683) (130,228,570) (22,770,860) 102,622,987 3. Cash Flows from Financing Activities Cash receipts from borrowings - 150,000,000 - 50,000,000 Sub-total of cash inflows - 150,000,000 - 50,000,000 Cash repayments of borrowings (5,000,000) (50,000,000) - (50,000,000) Cash payments for distribution of dividends or (12,260,042) (18,137,898) (4,044,637) (13,735,977) profit or interest Other cash payments relating to financing (105,307) (50,000) (105,307) (50,000) activities Sub-total of cash outflows (17,365,349) (68,187,898) (4,149,944) (63,785,977) Net Cash Flow from Financing Activities (17,365,349) 81,812,102 (4,149,944) (13,785,977) 4. Effect of Foreign Exchange Rate Changes on (343,351) - (54,291) - Cash and Cash Equivalents 5. Net Increase in Cash and Cash Equivalents 34,152,797 83,623,792 20,327,122 113,142,880 Add: Opening balance of Cash and Cash 314,855,568 478,788,943 149,792,425 187,090,694 Equivalents 6. Closing Balance of Cash and Cash 349,008,365 562,412,735 170,119,547 300,233,574 Equivalents 9