Report for the Third Quarter of 2013 - Chiwan Wharf Stock code: 000022/200022 Stock abbreviation: Chiwan Wharf A/Chiwan Wharf B Announcement No.: 2013-057 Shenzhen Chiwan Wharf Holdings Limited Report for the Third 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. Major accounting data and financial indexes Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No 30 Sept. 2013 31 Dec. 2012 +/- Total assets (RMB Yuan) 7,344,667,630 6,781,130,450 8.31% Total shareholder’s equity attributable to equity holders 3,894,165,652 3,678,032,083 5.88% of the parent (RMB Yuan) To corresponding To corresponding Jul.-Sept. 2013 Jan.-Sept. 2013 period of 2012 period of 2012 Operating revenues (RMB Yuan) 453,412,972 -10.24% 1,318,648,764 -2.99% Net profit attributable to shareholders of the Company 151,196,338 4.71% 446,791,244 21.93% (RMB Yuan) Net profit attributable to shareholders of the Company 151,504,242 5.12% 446,321,275 22.70% after extraordinary gains and losses (RMB Yuan) Net cash flows from operating activities (RMB Yuan) -- -- 628,542,814 18.28% Basic EPS (RMB Yuan/share) 0.234 4.46% 0.693 22.01% Diluted EPS (RMB Yuan/share) 0.234 4.46% 0.693 22.01% Weighted average ROE (%) 3.96% -0.16% 11.76% 1.40% 1 Report for the Third Quarter of 2013 - Chiwan Wharf Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount during Jan.-Sept. 2013 Net gain on disposal of non-current assets (1,187,657) Government grants in current year profit 413,382 Other non-operating incomes /(expenses),net 1,611,410 Less: Income tax effects 136,267 Minority interests effects (after tax) 230,899 Total 469,969 Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable II. Total number of shareholders and top 10 shareholders at the period-end Unit: share Total number of shareholders at the 36,978 shareholders, including 29,055 A-share holders and 7,923 B-share holders period-end Shareholdings of top ten shareholders (all being non-restricted share holders) Nature of Number of Type of shares shareholder Percentage of Shares pledged or Name of shareholder non-restricted (A, B, H or (state-owned or shareholding frozen (share) shares held other) foreign) CHINA NANSHAN DEVELOPMENT 32.52% 209,687,067 0 A share (GROUP) INC. SHENZHEN MALAI STORAGE CO., LTD. 25.00% 161,190,933 0 A share KEEN FIELD ENTERPRISES LIMITED Foreign shareholder 8.58% 55,314,208 Unknown B share CMBLSA RE FTIF TEMPLETON ASIAN Foreign shareholder 7.43% 47,914,954 Unknown B share GRW FD GTI 5496 GOVERNMENT OF SINGAPORE INV. Foreign shareholder 0.66% 4,275,390 Unknown B share CORP.- A/C "C" BAYVK A2-FONDS Foreign shareholder 0.58% 3,732,089 Unknown B share EMPLOYEES PROVIDENT FUND Foreign shareholder 0.56% 3,586,266 Unknown B share TEMPLETON ASIAN GROWTH FUND Foreign shareholder 0.41% 2,657,852 Unknown B share BBH A/C VANGUARD EMERGING Foreign shareholder 0.40% 2,595,918 Unknown B share MARKETS STOCK INDEX FUND CMBNA/STICHTING PENS FND ABP Foreign shareholder 0.39% 2,504,856 Unknown B share China Merchants Holdings (International) Company Limited is a shareholder of China Nanshan Development (Group) Inc., (hereinafter referred to as “CND”).Shenzhen Malai Explanation on associated relationship or/and Storage Co., Ltd. was a wholly-funded subsidiary of China Merchants Holdings persons acting in concert among the (International) Company Limited, and Keen Field Enterprises Limited was also a above-mentioned shareholders: wholly-funded subsidiary of China Merchants Holdings (International) Company Limited. The Company does not know whether the other non-restricted shareholders are related parties or not. Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 2 Report for the Third Quarter of 2013 - Chiwan Wharf Section III. Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes (I) Reasons for major year-on-year changes of assets, liabilities and cash flows: Unit: RMB Yuan Item 30 Sept. 2013 31 Dec. 2012 Increase Monetary funds 499,600,012 314,855,568 59% Other current liabilities 500,000,000 - - Item Jan.-Sept. 2013 Jan.-Sept. 2012 Increase Cash receipts from borrowings 610,357,800 1,232,160,000 -50% Other cash receipts relating to financing activities 500,000,000 - - Cash repayments of borrowings (991,877,800) (1,456,960,000) -32% Cash payments for distribution of dividends or profit or (289,856,921) (605,196,586) -52% interest Monetary funds, other current liabilities and other cash receipts relating to financing activities increased on the year-on-year basis because the Company issued short-term financing bonds of RMB 500 million in the reporting period. Cash receipts from borrowings decreased because capital needs from the year-begin to the end of the reporting period decreased from the same period of last year. Cash repayments of borrowings decreased because mature loans from the year-begin to the end of the reporting period decreased from the same period of last year. Cash payments for distribution of dividends or profit or interest decreased because subsidiaries distributed dividends of previous years to minority shareholders in the same period of last year while there was no such an event in the current period. (II) Reasons for major year-on-year changes of profit items Unit: RMB Yuan Item Jul.-Sept. 2013 Jul.-Sept. 2012 Increase Jan.-Sept. 2013 Jan.-Sept. 2012 Increase Investment gain (loss) 30,755,999 18,376,580 67% 76,778,293 58,072,188 32% Investment gain increased because profit from associates and joint ventures for both Jul.-Sept. 2013 and Jan.-Sept. 2013 increased on the year-on-year basis. II. Progress and influence of significant events, as well as the analysis and explanation on solutions N/A 3 Report for the Third Quarter of 2013 - Chiwan Wharf III. 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 Time of Commitment Period of Commitment Contents making Fulfillment maker commitment commitment 1. Commitments made by CND Group and China It is promised Merchants Holdings (International) about share that the custody; horizontal China 2. Commitment made by China Merchants Holdings competition Commitment in Merchants (International) about guaranteeing the independency issue will be acquisition reports or Holdings 20 Sept. In the process of the Company; solved through reports on equity (International 2012 of execution 3. Commitment made by China Merchants Holdings ways such as changes ) Company (International) about horizontal competition; and asset Limited 4. Commitment made by China Merchants Holdings reorganization (International) about regulating related-party in the coming transactions 3-5 years. Executed in time or not Yes IV. Predict the 2013 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. Securities investment Unit: RMB Yuan Shareho Shareh Name Number of lding Number of olding Gain/loss Initial Variety of Code of of shares held percent shares held percent Closing for Accounti investment Source of stock securities securities securit at age at at age at book value reporting ng title cost ies period-begin period- period-end period- period begin end Shares held by legal Available-f Ninghu entity, which is or-sale Stock 600377 Express 1,120,000 1,000,000 0.02% 1,000,000 0.02% 5,640,000 - allowed for financial way circulation after assets share reform Petro-c Long-term Shares held by legal Stock 400032 hemical 3,500,000 780,000 0.26% 780,000 0.26% 382,200 - equity entity A1 investment Long-term Guang Shares held by legal Stock 400009 27,500 20,000 0.02% 20,000 0.02% 17,000 - equity Jian 1 entity investment Total 4,647,500 1,800,000 -- 1,800,000 -- 6,039,200 - -- -- The reporting period saw an investment gain of RMB 360,000 on the stock of Ninghu Expressway. 4 Report for the Third Quarter of 2013 - Chiwan Wharf VI. Derivative investments Derivative product investments held at the end of the reporting period □Applicable √Inapplicable VII. Researches, visits and interviews received in the reporting period Time of Place of Main discussion and materials Way of reception Visitor type Visitor reception reception provided by the Company Office of the Individual Jul.-Sept. 2013 By phone Individual Basic operation situation of the Company investors Company, investments made Individual 13 Sept. 2013 Shenzhen Online public reception day Individual and its financial position investors VIII. Other Internal control progress: Pursuant to the “Internal Control Rules for Enterprises” and the mating guidelines, the Company has completed the following internal control tasks for the third quarter of 2013: 1. The Company organized the members of the task groups of the Headquarters and the subsidiaries within the internal control project to review the operation flows completed last year, revised them according to business changes this year and complete the description of recognized operation flows. 2. The Company searched for defects in internal control by designing and running effectiveness tests. 3. The Company searched for risks by going through the operation flows and making a list of risks. The Company has hired Deloitte Touche Tohmatsu Certified Public Accountants LLP to be its internal control auditor for 2013 and communicated with the accountants about the internal control audit plan. The Company carries out the internal control-related work according to the schedule for the internal control improvement plan for 2013. And the internal control project is right on schedule, with no derivation or delay. 5 Report for the Third Quarter of 2013 - Chiwan Wharf Section IV. Financial Statements I. Financial statements (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 II. Audit report Is this report audited? □ Yes √ No For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 25th October, 2013 6 Report for the Third Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEET 30 SEPTEMBER 2013 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] 30-Sep-2013 30-Sep-2012 30-Sep-2013 30-Sep-2012 ASSETS Consolidated Consolidated Company Company Current Assets Currency funds 499,600,012 314,855,568 325,379,075 149,792,425 Notes receivable 1,485,000 1,680,000 285,000 200,000 Accounts receivable 266,281,704 251,420,961 15,545,217 17,754,009 Prepayments 869,152 1,623,037 - 93,006 Interest receivable - - 218,084 218,084 Dividends receivable - - - 145,359,112 Other receivables 18,799,961 15,984,053 769,617,208 358,588,904 Inventories 22,747,058 21,325,571 1,618,265 860,702 Other current assets 10,791,005 8,956,589 - 323,406 Total current assets 820,573,892 615,845,779 1,112,662,849 673,189,648 Non-currentAssets Available-for-sale financial assets 5,640,000 5,210,000 5,640,000 5,210,000 Long-term receivables - - 11,004,285 11,004,285 Long-term equity investments 1,601,634,715 1,544,951,108 2,239,589,533 2,131,519,862 Investment property 32,551,660 33,463,476 24,868,189 25,587,744 Fixed assets 2,598,931,051 2,701,093,453 137,102,801 144,059,820 Construction in progress 751,064,401 609,932,609 2,756,435 687,894 Intangible assets 999,165,201 1,007,534,028 59,992,381 62,376,911 Goodwill 10,858,898 10,858,898 - - Long-term prepaid expenses 263,671,770 60,962,668 6,931,424 7,488,719 Deferred tax assets 74,637,098 67,969,034 49,850,160 40,060,852 Other non-current assets 185,938,944 123,309,397 - - Total non-current assets 6,524,093,738 6,165,284,671 2,537,735,208 2,427,996,087 TOTAL ASSETS 7,344,667,630 6,781,130,450 3,650,398,057 3,101,185,735 7 Report for the Third Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEET 30 SEPTEMBER 2013 CONTINUE (((( )))) (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] LIABILITIES AND 30-Sep-2013 30-Sep-2012 30-Sep-2013 30-Sep-2012 SHAREHOLDERS' EQUITY Consolidated Consolidated Company Company Current Liabilities Short-term borrowings 961,787,700 1,180,929,700 327,467,700 334,901,700 Notes payable - 826,000 - - Accounts payable 97,970,587 145,987,941 8,689,053 13,264,803 Advances 1,915,563 299,453 450,344 246,980 Employee benefits payable 52,237,222 65,535,790 34,841,335 42,214,995 Taxes payable 40,268,547 40,854,861 290,684 2,213,148 Interest payable 20,840,599 18,541,173 22,749,334 21,204,530 Other payables 242,599,939 41,574,838 680,745,289 369,642,044 Non-current liabilities due within one year 4,727,207 39,727,207 - - Other current liabilities 500,000,000 - 500,000,000 - Total current liabilities 1,922,347,364 1,534,276,963 1,575,233,739 783,688,200 Non-current Liabilities Long-term borrowings - 150,000,000 - - Bonds payable 497,144,110 496,545,753 497,144,110 496,545,753 Special payables 74,579,077 80,622,976 - - Deferred tax liabilities 1,130,000 1,022,500 1,130,000 1,022,500 Other non-current liabilities 49,090,531 53,652,356 - - Total non-current liabilities 621,943,718 781,843,585 498,274,110 497,568,253 TOTAL LIABILITIES 2,544,291,082 2,316,120,548 2,073,507,849 1,281,256,453 SHAREHOLDERS' EQUITY Share capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital reserve 166,188,555 165,866,055 153,400,828 153,078,328 Special reserve 4,566,536 1,394,832 47,118 240,349 Surplus reserve 483,685,708 464,704,268 483,685,708 464,704,268 Unappropriated profit 2,608,668,486 2,414,907,916 294,992,824 557,142,607 Translation differences arising on translation of (13,707,363) (13,604,718) - - financial statements denominated in foreign currencies Total shareholders' equity attributable to equity 3,894,165,652 3,678,032,083 1,576,890,208 1,819,929,282 holders of the parent Minority interests 906,210,896 786,977,819 - - TOTAL SHAREHOLDERS' EQUITY 4,800,376,548 4,465,009,902 1,576,890,208 1,819,929,282 TOTAL LIABILITIES AND SHAREHOLDERS' 7,344,667,630 6,781,130,450 3,650,398,057 3,101,185,735 EQUITY 8 Report for the Third Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENT IN THE REPORT PERIOD (All amounts in RMB unless otherwise stated) [English translation for reference only] Jul.-Sep. 2013 Jul.-Sep. 2012 Items Consolidated Company Consolidated Company Total operating income 453,412,972 42,856,557 505,157,389 51,500,953 Less: Operating costs (221,548,136) (32,648,022) (227,411,322) (35,876,033) Business taxes and levies (1,559,255) (950,758) (19,639,823) (2,250,314) Administrative expenses (34,741,781) (10,749,793) (32,038,066) (11,117,611) Financial expenses (10,773,398) (5,874,890) (17,016,213) (18,696,151) Impairment losses of assets (32,910) - - - Add: Investment income 30,755,999 10,428,464 18,376,580 13,420,094 Including: Income from investments in 30,395,999 10,068,464 18,376,580 3,800,981 associates and joint ventures Operating profit 215,513,491 3,061,558 227,428,545 (3,019,062) Add: Non-operating income 660,321 44,960 523,786 28,624 Less: Non-operating expenses (1,297,274) (513,596) (45,875) (11,473) Including: Losses from disposal of (1,166,256) (513,576) (39,420) (11,473) non-current assets Total Profit 214,876,538 2,592,922 227,906,456 (3,001,911) Less: Income tax expenses (28,092,820) - (37,290,585) 5,345,266 Net profit 186,783,718 2,592,922 190,615,871 2,343,355 Net profit attributable to shareholders of 151,196,338 144,399,816 the parent Profit or loss attributable to minority 35,587,380 46,216,055 interests Earnings per share Basic earnings per share 0.234 0.224 Diluted earnings per share 0.234 0.224 Other comprehensive income 164,929 187,500 (817,500) (817,500) Total comprehensive income attributable to: 186,948,647 2,780,422 189,798,371 1,525,855 Shareholders of the parent 151,361,267 143,582,316 Minority interests 35,587,380 46,216,055 9 Report for the Third Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY 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. 2013 Jan.-Sep. 2012 Items Consolidated Company Consolidated Company Total operating income 1,318,648,764 99,930,540 1,359,261,579 159,723,447 Less: Operating costs (611,770,413) (93,339,760) (611,905,481) (104,885,919) Business taxes and levies (4,261,829) (2,004,838) (53,860,235) (6,705,914) Administrative expenses (108,597,613) (40,373,044) (106,226,384) (41,813,938) Financial expenses (23,522,586) (10,918,009) (52,694,239) (44,056,294) Impairment losses of assets 17,464 (161,951) - - Add: Investment income 76,778,293 28,164,357 58,072,188 30,675,377 Including: Income from investments in 76,418,293 27,804,357 58,072,188 18,379,152 associates and joint ventures Operating profit 647,292,080 (18,702,705) 592,647,428 (7,063,241) Add: Non-operating income 2,316,454 307,884 4,027,345 58,055 Less: Non-operating expenses (1,479,319) (513,596) (240,693) (11,473) Including: Losses from disposal of (1,187,657) (513,576) (143,520) (11,473) non-current assets Total Profit 648,129,215 (18,908,417) 596,434,080 (7,016,659) Less: Income tax expenses (82,271,957) 9,789,308 (106,179,023) 6,348,953 Net profit 565,857,258 (9,119,109) 490,255,057 (667,706) Net profit attributable to shareholders of 446,791,244 366,435,050 the parent Profit or loss attributable to minority 119,066,014 123,820,007 interests Earnings per share Basic earnings per share 0.693 0.568 Diluted earnings per share 0.693 0.568 Other comprehensive income 219,855 322,500 (682,500) (682,500) Total comprehensive income attributable to: 566,077,113 (8,796,609) 489,572,557 (1,350,206) Shareholders of the parent 447,011,099 365,752,550 Minority interests 119,066,014 123,820,007 10 Report for the Third Quarter of 2013 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY 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.2013 Jan.-Sep. 2012 Jan.-Sep. 2013 Jan.-Sep.2012 Items Consolidated Consolidated Company Company 1. Cash flows from operating activities Cash receipts from the sale of goods and the 1,334,327,806 1,298,153,414 106,063,426 150,300,923 rendering of services Other cash receipts relating to operating activities 4,380,186 14,963,471 275,001,605 55,863,576 Sub-total of cash inflows 1,338,707,992 1,313,116,885 381,065,031 206,164,499 Cash payments for goods purchased and services (356,130,205) (344,203,840) (69,058,584) (73,694,584) received Cash payments to and on behalf of employees (190,335,576) (169,568,020) (57,916,483) (46,882,549) Payments of all types of taxes (105,481,433) (232,616,963) (4,051,617) (8,040,291) Other cash payments relating to operating activities (58,217,964) (35,335,313) (363,117,914) (954,731,184) Sub-total of cash outflows (710,165,178) (781,724,136) (494,144,598) (1,083,348,608) Net cash flows from operating activities 628,542,814 531,392,749 (113,079,567) (877,184,109) 2. Cash flows from investing activities Cash receipts from disposals and returns of - - - 263,210,156 investments Cash receipts from investments income 20,094,687 - 165,453,798 591,239,965 Net cash receipts from disposals of fixed assets, 2,705,018 5,363,242 - 206,060 intangible assets and other long-term assets Sub-total of cash inflows 22,799,705 5,363,242 165,453,798 854,656,181 Cash payments to acquire or construct fixed assets, (292,086,038) (386,017,619) (5,816,052) (8,949,755) intangible assets and other long-term assets Cash payments to acquire investments - - (100,000,000) - Sub-total of cash outflows (292,086,038) (386,017,619) (105,816,052) (8,949,755) Net cash flows from investing activities (269,286,333) (380,654,377) 59,637,746 845,706,426 3. Cash flows from financing activities Cash receipts from borrowings 610,357,800 1,232,160,000 249,335,800 638,060,000 Cash receipts from issue of bonds - 496,000,000 - 496,000,000 Other cash receipts relating to financing activities 500,000,000 - 500,000,000 - Sub-total of cash inflows 1,110,357,800 1,728,160,000 749,335,800 1,134,060,000 Cash repayments of borrowings (991,877,800) (1,456,960,000) (249,335,800) (888,060,000) Cash payments for distribution of dividends or profit (289,856,921) (605,196,586) (268,771,310) (287,883,934) or interest Other cash payments relating to financing activities (1,729,393) (120,000) (1,729,392) (120,000) Sub-total of cash outflows (1,283,464,114) (2,062,276,586) (519,836,502) (1,176,063,934) Net cash flows from financing activities (173,106,314) (334,116,586) 229,499,298 (42,003,934) 4. Effect of foreign exchange rate changes on cash (1,405,723) - (470,827) - and cash equivalents 5. Net increase in cash and cash equivalents 184,744,444 (183,378,214) 175,586,650 (73,481,617) Add: Cash and cash equivalents at beginning of 314,855,568 478,788,943 149,792,425 187,090,694 year 6. Cash and cash equivalent at end of this period 499,600,012 295,410,729 325,379,075 113,609,077 11