Abstract of the 2014 Annual Report of Shenzhen Chiwan Wharf Holdings Limited Stock code: 000022/200022 Stock abbreviation: Chiwan Wharf A / Chiwan Wharf B Announcement No.: 2015-019 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED ABSTRACT OF THE 2014 ANNUAL REPORT I. Important reminders This abstract is based on the full text of the annual report. For more details, investors are suggested to read the full text disclosed at the same time with this abstract on the website of Shenzhen Stock Exchange or any other website designated by China Securities Regulatory Commission. The Annual Report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. According to certain regulations issued by China Securities Regulatory Commission, the Company needn't to prepare Financial Statements under International Financial Reporting Standards, and thus all the financial data disclosed in this report were prepared under Chinese Accounting Standards. Company profile: Stock abbreviation Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022 Stock exchange listed with Shenzhen Stock Exchange For contact Company Secretary Securities Affairs Representative Name Ms. Bu Dan Ms. Hu Jingjing Tel. +86 755 26694222 +86 755 26694222 Fax +86 755 26684117 +86 755 26684117 E-mail cwh@cndi.com cwh@cndi.com II. Financial highlights and change of shareholders 1. Financial highlights Unit: RMB Increase or decrease of 2014 2013 2012 this year over last year Operating income 1,804,766,176.31 1,780,774,836.30 1.35% 1,783,846,134.76 Net profit attributable to shareholders of 417,594,271.33 502,894,547.79 -16.96% 467,103,270.43 the parent Net profit attributable to shareholders of the parent after extraordinary gains and 417,628,589.12 502,469,158.84 -16.88% 464,592,323.43 losses Net cash flows from operating activities 818,315,147.74 897,178,297.23 -8.79% 698,472,452.71 Basic EPS (RMB/share) 0.648 0.780 -16.92% 0.724 Diluted EPS (RMB/share) 0.648 0.780 -16.92% 0.724 ROE (%) 10.36% 13.26% -2.90% 13.15% Increase or decrease of As at 31 Dec. As at 31 Dec. 2014 As at 31 Dec. 2013 this year-end than last 2012 year-end Total assets 6,935,824,199.68 7,346,529,214.70 -5.59% 6,781,130,451.10 Total shareholder’s equity attributable to 4,115,298,831.59 3,947,846,392.77 4.24% 3,678,032,085.18 equity holders of the parent 1 Abstract of the 2014 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 2. Shareholdings of the top 10 shareholders Total number of shareholders at Total number of 34,990 shareholders, with 25,940 35,379 shareholders, with 25,714 the end of the fifth trading day shareholders at the end being A-share holders, and 9,050 being being A-share holders, and 9,665 before the disclosure date of the of the reporting period B-share holders being B-share holders annual report Shareholdings of top ten shareholders (all being shareholders holding shares not subject to trading moratorium) Percentage of Shares not subject Shares Type of Nature of Name of shareholder (full name) shareholding to trading pledged or shares (A, B, shareholder (%) moratorium (share) frozen (share) H or other) CHINA NANSHAN DEVELOPMENT 32.52% 0 209,687,067 0 (GROUP) INC. SHENZHEN MALAI STORAGE CO., LTD. 25% 0 161,190,933 0 KEEN FIELD ENTERPRISES LIMITED Foreign-funded 8.58% 0 55,314,208 Unknown CMBLSA RE FTIF TEMPLETON ASIAN Foreign-funded 7.43% 0 47,914,954 Unknown GRW FD GTI 5496 CMBNA/STICHTING PENS FND ABP Foreign-funded 0.54% 958,647 3,463,503 Unknown GIC PRIVATE LIMITED Foreign-funded 0.52% 3,360,777 3,360,777 Unknown DEUTSCHE BANK 0.44% 2,846,082 2,846,082 Unknown AKTIENGESELLSCHAFT TEMPLETON ASIAN GROWTH FUND Foreign-funded 0.41% 0 2,657,852 Unknown BBH A/C VANGUARD EMERGING Foreign-funded 0.4% 0 2,595,918 Unknown MARKETS STOCK INDEX FUND KUMPULAN WANG PERSARAAN Foreign-funded 0.37% 0 2,368,067 Unknown (DIPERBADANKAN) China Merchants Holdings (International) Co., Ltd. (―CMHI‖) was a shareholder of China Nanshan Development (Group) Inc. (―CND Group‖), Shenzhen Malai Storage Co., Ltd. Explanation on associated relationship or/and (Malai Storage) was a wholly-funded subsidiary of CMHI, and Keen Field Enterprises persons acting in concert among the Limited (KFEL ) was also a wholly-funded subsidiary of CMHI. Other than that, the above-mentioned shareholders: Company does not know whether the other non-restricted shareholders are related parties or not. 3. Relation between the Company and its actual controller in the form of diagram State-Owned Assets Supervision and Administration Commission of the State Council 100% China Merchants Group 54.62% China Merchants Holdings (International) Company Limited entrusted to manage 100% 100% 37.02% 32.52% of the Company's Shenzhen Malai Keen Field Enterprises China Nanshan Development shares held by Storage Co., Ltd. Limited (Group) Incorporation CND 25% 8.58% 32.52% Shenzhen Chiwan Wharf Holdings Limited 2 Abstract of the 2014 Annual Report of Shenzhen Chiwan Wharf Holdings Limited III. Discussion and analysis by the management (I) Review of operation in the reporting period The Company is principally engaged in the handling, warehousing and transportation of containers and bulk cargoes, as well as the provision of related services. The Company has 13 container and bulk cargo berths in Chiwan Port (Shenzhen), 3 container berths in Mawan Port (Shenzhen) and 5 bulk cargo berths in Machong Port (Dongguan). The Company also has an investment in Laizhou Wharf in Shandong Province. In 2014, the global economy recovered slowly in an imbalanced way with notably dividend growth in different countries and regions. International trade started to grow at a low speed, with falling prices for international bulk commodities. China’s economy stepped into a growth adjustment period with its GDP growth slowing down to 7.4% for the year. The economy was increasingly driven by consumption instead of investment, and the market institutional reform further deepened. Meanwhile, the government carried out the development strategy of ―One Belt and One Road‖, and expanded and upgraded the Free Trade Zone. 1. Container handling business 2014 witnessed a moderate growth in global demand in maritime transportation and a periodical low in growth of the container shipping capacity. But thanks to an increased rate of ship utilization and a sharp decline in fuel oil cost, the profitability of the industry as a whole improved from last year. With more and more liner companies joining in, the four unions (CKYHE, G6, 2M, O3) already took up an approximate 80% share in the market of shipping and the shipping routes around the world were reshuffled. The number of big ships continued to increase, which set out higher requirements for the hardware and software resources of wharfs such as routes, berths, equipment, operation and the customs clearance efficiency. In 2014, wharfs in Shenzhen handled 24.03 million TEU containers, staying No. 3 in the world ranking. The Company achieved a container throughput of 4.958 million TEU, down 7.3% year on year, accounting for 21% in the Shenzhen market, representing a slight drop from 2013. As we mainly handled international containers, the continuous weakness in global trade exerted a greater pressure on our business development. Meanwhile, we had a relatively small number of clients in container handling and their strategic adjustments to shipping routes caused more fluctuations to our business. In 2014, we finished upgrading the berths to handle larger ships. We also built up a barge information service platform—―Smart Port‖—to vigorously promote the barge business, to attract more local orders through expanding end clients, optimized the business structure and gave full play to the berth resources so as to maintain relative stability in the container handling business. 2. Bulk cargo handling business Due to a weak global demand for and the falling prices of bulk commodities, the international dry bulk transportation market exhibited sluggishness, with BDI dropping approximately 30% through the year of 2014. The volume of imported bulk commodities increased, but their prices were falling. The inversion of grain prices at home and abroad stimulated a surge in import. Meanwhile, material changes occurred to the grain import structure. The total import of the three major grain varieties—wheat, rice and corn—decreased while that of corn alternatives like sorghum and barley increased considerably. Also, the total import of fertilizers to China kept growing, with a significant increase in potash fertilizer import and a drop in compound fertilizer import. In our bulk cargo handling business, we mainly handled grain and feedstuff in foreign trade and fertilizers in import, so the growth and structural changes of imported grain and fertilizers directly increased our business volume and changed our business structure. In the reporting period, the Company achieved a bulk cargo throughput of 15.139 million tons, up 13.7% from the year earlier. In 2014, we closely followed changes in the industry policies, accurately seized market opportunities, and proactively expanded grain and feedstuff handling in foreign trade. As a result, the business structure was further optimized and the rates increased as well. The Machong Port Phase II Wharf went into operation as scheduled and our professional granaries were brought into full play, both of which contributed to a substantial growth in our grain and feedstuff handling business through the year. The fertilizer handling business was successfully moved from Chiwan Port to Machong Port and maintained stability as a whole. Chiwan Port carried out a strategic adjustment to its business structure, canceling the storage yards outside the port according to business need to reduce operating costs. It achieved a cargo throughput of 5.502 million tons in 2014, down 23.8% from last year, but still accounting for 23% in the total bulk cargo throughput of the ports in Shenzhen, up by 3 percentage points from 2013. Meanwhile, the Machong Phase II 675-meter frontage started trial operation, gradually bringing out our advantage in port resources. and a great achievement in business expansion. As a result, Machong Port handled a total of 9.637 million tons of cargoes throughout the year, representing a considerable YoY growth of 58.3%. 3 Abstract of the 2014 Annual Report of Shenzhen Chiwan Wharf Holdings Limited Business highlights of the Company for the past three years are set out as follows: Business highlight 2014 2013 2012 Total throughput (thousand tons) 63,002 65,894 61,533 Among which: Container throughput (thousand TEU) 4,958 5,346 5,311 Chiwan Port 3,712 3,990 3,946 Mawan Port 1,246 1,356 1,365 Throughput of bulk cargos (thousand tons) 15,139 13,311 10,699 Chiwan Port 5,502 7,223 6,534 Machong Port 9,637 6,088 4,165 Hours charged for tow trucks (thousand hours) 1,170 1,230 1,179 Hours charged for tugboats (hour) 28,642 30,247 31,707 In the reporting period, we enhanced internal management, effectively improving the overall management capability. We also streamlined our system and carried out the Flat Management; followed changes in financial policies, optimized our liability structure and reduced our capital costs; enhanced audit on internal control and repaired defects in internal control; carded the handling processes and enhanced benchmarking in the industry to increase the operation efficiency; and attached importance to utilization of informatized management tools to improve the management efficiency in an all-round way. At the same time, our efforts in technical innovation produced a remarkable result. We continued to innovate in business model, provided more value-added services to our clients and promoted higher-level strategic cooperation with our core clients. We also emphasized and encouraged technical innovation and application, and commercialization of our multiple technical achievements generated some great economic benefits. (II) Outlook of the Company’s future development 1. Development trends and competition status of the industry in which the Company is engaged In 2015, the slow recovery of the global economy is expected to continue, with its overall situation expectedly improved from 2014. However, risk factors that might drag down the economy still exist such as the fragile recovery of the Euro Zone economy, the slowdown in growth of emerging economies and the political situations in some regions. Still in the transition stage to a ―new normal‖ state of development, China’s economy will expectedly exhibit a slowdown in the steady growth, with its annual GDP growth staying at around 7%. It will be difficult for demand at home and abroad to increase significantly and the growth pick-up will be limited. International shipping will probably continue to recover, over-capacity in container shipping may be eased, and large ships and liner unions will normalize. In 2015, China will remain the center of global container shipping, with demand expectedly continuing to grow. But some volatility may occur due to the existence of multiple uncertainties. Thanks to recovery in the industry, the container throughput in the Pearl River Delta is expected to achieve a steady growth. Due to a faster industrial relocation from the Pearl River Delta with large fluctuations, growth in container handling is slowing down and competition among ports will be increasingly fierce during the recovery period of the industry. In the long run, our position as a hub port for containers going through the Pearl River Delta will remain the same, with relative stability in our container throughput. Meanwhile, as we input more efforts to market expansion and optimize our business structure, there is still some room for our container throughput to grow. As for the bulk cargo handling business, as the supporting warehousing facilities for Machong Port go into operation step by step, our overall market competitiveness will be greatly boosted. Meanwhile, our traditionally strong varieties of cargoes have entered a large-scaled, professional and high-efficient operation, and there is room for us to expand new varieties of cargoes. Therefore, our bulk cargo handling business will maintain a steady growth. 2. Business plan for 2015 We will pay close attention to developments in the macro-economy and social changes, proactively study changes in the industry and market brought by the government’s strategy of ―One Belt and One Road‖ and the free trade 4 Abstract of the 2014 Annual Report of Shenzhen Chiwan Wharf Holdings Limited zone policy of Guangdong Province, and decide our operating goals and measures taken to achieve them for 2015 based on our actual situation so as to maximize our operating earnings. In container handling, we will proactively deal with expanded liner unions, optimize our business structure and give full play to our berth resources. We will also work with the government to push forward the Tonggu Channel Phase II widening project to cater for more and more large ships. Meanwhile, we will continue to improve our operational efficiency and services to maintain stability in core clients and main routes, and take the initiative to seize market opportunities to expand business. As for bulk cargo handling, we will focus on construction of warehousing facilities in Machong Port and upgrading of resources in Chiwan Port so as to optimize resource allocation and achieve coordinated development between the two ports. Meanwhile, we will also focus on business expansion and beef up market breeding to keep a sustained and steady growth. We will continue to provide professional, quality and efficient comprehensive port services for clients, maintain a steady growth of the overall business scale, and we will proactively seek for business expansion and service innovation. And attention will be paid to coordination with local counterparts for healthy competition. We will also promote R&D innovation and lean management in depth to reduce costs, improve our operating efficiency and management capability. And we will continue to push forward institutional improvement, safe production, energy-saving & emission reduction and other major tasks. 3. Capital needs and expenditure plan for 2015 To implement our future development strategies and achieve the business goals we have set, a capital expenditure of RMB 310.3917 million is planned for 2015, of which RMB 219.1626 million will be invested in wharfs and warehouses, RMB 56.1330 million in equipments and ships, RMB 16.3918 million in IT and RMB 18.7043 million in administration. The said capital expenditures will be mainly funded by cash inflows from operating activities of the Company and bank borrowings. (III) No significant change occurred to the structures of main business lines and profit during the reporting period, and operating revenue was almost the same as that of last year. Main financial indicators are as follows: Item 2014 2013 +/- Operating income 1,804,766,176.31 1,780,774,836.30 1.35% Operating profit 671,869,131.28 759,282,870.84 -11.51% Net profits attributable to shareholders of the parent 417,594,271.33 502,894,547.79 -16.96% Operating profit went down 11.51% mainly because ① operating costs increased 8.10% as the labor cost increased and the depreciation in fixed assets increased as a result of shift of the construction in progress of the Machong Project to fixed assets; ② financial expenses increased considerably by 89.54% due to higher interest expenses caused by a higher average interest rate on loans, a decrease in capitalized interest upon basic completion of the Machong Project, and an increase in the exchange loss caused by the depreciation of RMB; and ③ the investment gains on joint ventures and associated companies decreased 9.41% year on year as some of them achieved a lower profit than last year as a result of the unfavorable macro market environment. Net profit attributable to shareholders of the Company (without subsidiaries) recorded a drop of 16.96% mainly because ① the containers we were handling decreased in number; ② the operating costs and financial expenses both went up, and the investment gains decreased. IV. Matters in relation to financial reporting 1. Explain any change of the accounting policies, accounting estimates or accounting methods as compared with the financial reporting of last year The Group has applied new standards of Accounting Standard for Business Enterprises No. 39– Fair Value Measurement (CAS 39), Accounting Standard for Business Enterprises No.40–Joint Arrangements (CAS 40), 5 Abstract of the 2014 Annual Report of Shenzhen Chiwan Wharf Holdings Limited Accounting Standard for Business Enterprises No. 41– Disclosure of Interests in Other Entities (CAS 41) and amendments to Accounting Standard for Business Enterprises No.2–Long-term Equity Investments (CAS 2), Accounting Standard for Business Enterprises No.9–Employee Benefits (CAS 9), Accounting Standard for Business Enterprises No. 30– Presentation of Financial Statements (CAS 30) and Accounting Standard for Business Enterprises No.33–Consolidated Financial Statements (CAS 33) issued by the Ministry of Finance in 2014 from 1 July, 2014; moreover, the Group has applied Accounting Standard for Business Enterprises No. 37– Presentation of Financial Instruments (CAS 37) revised by the Ministry of Finance for the first time in 2014 annual financial statements. 1. Long-term equity investments Before the implementation of Accounting Standard for Business Enterprises No.2–Long-term Equity Investments (Revised), the equity investments that the Group had no joint control or significant influence over the investee and were not quoted in an active market, also whose fair value could not be reliably measured were accounted for as long-term equity investments under the cost method. After the implementation of Accounting Standard for Business Enterprises No.2–Long-term Equity Investments (Revised), the equity investments that the Group have no joint control or significant influence over the investee and are not quoted in an active market, also whose fair value cannot be reliably measured are accounted for as available-for-sale financial assets. The above changes in accounting policy have been applied retrospectively; please refer to the table below for the impact of such changes in accounting policy. 2. Financial statement presentation Under Accounting Standard for Business Enterprises No. 30– Presentation of Financial Statements (Revised), items of other comprehensive income are grouped into the following two categories: (1) items that will not be reclassified subsequently to profit or loss; (2) items that may be reclassified subsequently to profit or loss when specific conditions are met. CAS 30 also sets out the presentation requirements for other items (e.g. those held for sale). The financial statements have been prepared in accordance with CAS 30, and the presentation of comparative financial statements have been adjusted accordingly. For changes in accounting policies described above, the entity has adjusted the opening balances of the financial statements or the comparative figures for the prior year retrospectively and restated the comparative financial statements. The impact of the above changes in accounting policies on the Group’s assets, liabilities and stockholders' equity as at 1 January 2013 and 31 December 2013 is presented as follows: Unit: RMB 31/12/2013 Long-term Other 31/12/2013 Deferred (Before equity comprehensive (After income restatement) investments income restatement) Available-for-sale 5,580,000.00 13,909,200.00 - - 19,489,200.00 financial assets Long-term equity 1,560,688,285.0 1,574,597,485.03 (13,909,200.00) - - investment 3 Other comprehensive - - (10,267,569.50) - (10,267,569.50) income Translation differences arising on translation of financial statements (13,712,569.50) - 13,712,569.50 - - denominated in foreign currencies Capital reserve 166,143,555.65 - (3,445,000.00) - 162,698,555.65 Other non-current (48,594,551.13 48,594,551.13 - - - liabilities ) Deferred income - - - 48,594,551.13 48,594,551.13 Total amount of impact on 4,728,076,181.8 4,728,076,181.87 - - - shareholders' equity 7 Attributable to 3,947,846,392.7 shareholders' equity of the 3,947,846,392.77 - - - 7 parent company Minority interests 780,229,789.10 - - - 780,229,789.10 6 Abstract of the 2014 Annual Report of Shenzhen Chiwan Wharf Holdings Limited Unit: RMB 01/01/2013 Long-term Other 01/01/2013 (Before equity comprehensive Deferred income (After restatement) investments income restatement) Available-for-sale 5,210,000.00 13,909,200.00 - - 19,119,200.00 financial assets Long-term equity 1,531,041,908.3 1,544,951,108.34 (13,909,200.00) - - investment 4 Other comprehensive - - (10,437,217.50) - (10,437,217.50) income Translation differences rising on translation of financial statements (13,604,717.50) - 13,604,717.50 - - denominated in foreign currencies Capital reserve 165,866,055.65 - (3,167,500.00) - 162,698,555.65 Other non-current 53,652,355.62 - - (53,652,355.62) - liabilities Deferred income - - - 53,652,355.62 53,652,355.62 Total amount of impact on 4,465,009,905.4 4,465,009,905.44 - - - shareholders' equity 4 Attributable to 3,678,032,085.1 shareholders' equity of the 3,678,032,085.18 - - - 8 parent company Minority interests 786,977,820.26 - - - 786,977,820.26 The above changes in accounting policies have no impact on the Group's net profit and total comprehensive income. Other Accounting Standards for Business Enterprises issued or revised by the Ministry of Finance in 2014 have no impact on the Group. The impact of the above changes in accounting policies on the company’s assets, liabilities and stockholders' equity as at 1 January 2013 and 31 December 2013 is presented as follows: Unit: RMB Other 31/12/2013 Long-term equity comprehensive 31/12/2013 (Before restatement) investments income (After restatement) Available-for-sale financial assets 5,580,000.00 13,909,200.00 - 19,489,200.00 Long-term equity investment 2,249,775,991.91 (13,909,200.00) - 2,235,866,791.91 Other comprehensive income - - 3,445,000.00 3,445,000.00 Capital reserve 153,355,827.18 - (3,445,000.00) 149,910,827.18 Total amount of impact on 1,949,924,895.32 - - 1,949,924,895.32 shareholders' equity Unit: RMB Other 01/01/2013 Long-term equity comprehensive 01/01/2013 (Before restatement) investments income (After restatement) Available-for-sale financial assets 5,210,000.00 13,909,200.00 - 19,119,200.00 Long-term equity investment 2,131,519,861.87 (13,909,200.00) - 2,117,610,661.87 Other comprehensive income - - 3,167,500.00 3,167,500.00 Capital reserve 153,078,327.18 - (3,167,500.00) 149,910,827.18 Total amount of impact on 1,819,929,281.22 - - 1,819,929,281.22 shareholders' equity The above changes in accounting policies have no impact on the company's net profit and total comprehensive income. Other Accounting Standards for Business Enterprises issued or revised by the Ministry of Finance in 2014 have no impact on the company. 7 Abstract of the 2014 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 2. Explain any retrospective restatement due to correction of any significant accounting error in the reporting period N/A 3. Explain change of the consolidation scope as compared with the financial reporting of last year The consolidation scope narrowed mainly because the Company absorbed subsidiaries. For details, see XIII, Section IV in the Company’s 2014 Annual Report disclosed on www.cninfo.com.cn on the same day with this Abstract. 4. Explanation of the Board of Directors and the Supervisory Committee concerning the “non-standard audit report” issued by the CPAs firm for the reporting period N/A For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 27 March 2015 8