SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
2014 Annual Report
Disclosed on 27 March 2015
2014 Annual Report
Section I. Important Reminders, Catalogue & Explanation
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 is factual, accurate and complete without any false record, misleading
statement or material omission. And they shall be jointly and severally liable for that.
This report has been reviewed and approved at the 3rd Session of the 8th Board of Directors, which
all directors attended.
The Company’s profit distribution preplan upon review and approval of this board session: Based
on the total 644,763,730 shares of the Company as at 31 Dec. 2014, a cash dividend of RMB 3.24
(tax included) will be distributed for every 10 shares held by shareholders. No bonus shares will be
granted and no capital reserve will be turned into share capital.
Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Fang and Financial
Manager Ms. Li Li hereby confirm that the Financial Report in the Annual Report is true, accurate
and complete.
Any forward-looking statement such as those involving future plans or development strategies in
this report shall not be considered as virtual promises of the Company to investors. And investors
are kindly reminded to pay attention to possible risks.
This report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
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.
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2014 Annual Report
Catalogue
Section I. Important Reminders, Catalogue & Explanation..........................................................1
Section II. Company Profile..............................................................................................................5
Section III. Accounting & Business Highlights ...............................................................................7
Section IV. Report of the Board of Directors...................................................................................8
Section V. Significant Events...........................................................................................................27
Section VI. Change in Shares & Shareholders..............................................................................38
Section VII. Preferred Shares .........................................................................................................43
Section VIII. Directors, Supervisors, Senior Management Staff and Employees ......................44
Section IX. Corporate Governance ................................................................................................52
Section X. Internal Control .............................................................................................................62
Section XI. Auditor's Report (See attached)..................................................................................65
Section XII. Documents for Reference ...........................................................................................66
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2014 Annual Report
Explanation
Term Contents
Company, the Company or Chiwan
Refers to Shenzhen Chiwan Wharf Holdings Limited
Wharf
CMG Refers to China Merchants Group
CMHI Refers to China Merchants Holdings (International) Company Limited
CND Group Refers to China Nanshan Development (Group) Inc.
Malai Storage Refers to Shenzhen Malai Storage Co., Ltd.
KFEL Refers to Keen Field Enterprises Limited
State-Owned Assets Supervision and Administration
SASAC of the State Council Refers to
Commission of the State Council
CSRC Refers to China Securities Regulation Commission
Shenzhen CSRC Refers to Shenzhen Bureau of China Securities Regulatory Commission
SZSE Refers to Shenzhen Stock Exchange
“the Company Law” Refers to “the Company Law of the People’s Republic of China”
“the Securities Law” Refers to “the Securities Law of the People’s Republic of China”
“the Articles of Association of Shenzhen Chiwan Wharf
“the Articles of Association” Refers to
Holdings Limited”
“the Stock Listing Rules” Refers to “the Stock Listing Rules of Shenzhen Stock Exchange”
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2014 Annual Report
Reminder of Major Risks：
1. Risk of business fluctuations
As a basic industry in the national economy, the port service industry is bound up with the big picture of economy
and trade. The main business of the Company—container and bulk cargo handling service—is prominently
export-oriented, with its fluctuations highly dependent on the periodical changes in economy and trade. Currently,
the global economy is complex and changeable, demand from international trade grows at a low speed and
China’s economy steps into a “new normal” level, which all cause some volatility in our future business. To deal
with that, we will proactively analyze the situation and do what we should do to maintain relative stability in our
core business.
2. Risk of local competition
The Pearl River Delta is packed with ports. As new handling capacity goes into service in the region, competition
for orders has become increasingly fierce. Thanks to our advanced experience in container handling and wharf
operation, as well as the resource advantage in the coordinated development between Chiwan Port and Machong
Port, we are still a strong competitor in the market. In addition, we will further enhance our strength in resource
through upgrading the berths and operation of the new berths of the Machong Project Phase II. And we will also
focus more on cooperation with other wharfs in the region, trying to realize positive interaction and avoid vicious
competition.
3. Risk of rising prices of production means
Prices of the means of production such as land and labor force are on the rise, building up the pressure on the
operating costs of the Company. In the future, we will further optimize resource allocation, increase the intensive
land use efficiency and improve the overall labor productivity through more trainings so as to ease the pressure
of rising costs.
Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn were designated by the Company as the media for
information disclosure for 2014. All information of the Company shall be subject to what is released by the
Company on the said media. And Investors are kindly reminded to pay attention to possible investment risks.
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2014 Annual Report
Section II. Company Profile
I. Company information
Stock abbreviation Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 深圳赤湾港航股份有限公司
Abbr. of the Chinese name of the Company 深赤湾
English name of the Company Shenzhen Chiwan Wharf Holdings Limited
Abbr. of the English name of the Company Chiwan Wharf
Legal representative of the Company Mr. Zheng Shaoping, chairman
Registered address Chiwan, Shenzhen, PRC
Postal code for the registered address 518067
Office address 8/F, Chiwan Petroleum Building, Shenzhen, PRC
Postal code for the office address 518067
Internet website of the Company http://www.szcwh.com
Email address cwh@cndi.com
II. Contact information
Company Secretary Securities Affairs Representative
Name Ms. Bu Dan Ms. Hu Jingjing
Contact address 8/F, Chiwan Petroleum Building, Shenzhen, PRC
Tel. +86 755 26694222 +86 755 26694222
Fax +86 755 26684117 +86 755 26684117
E-mail cwh@cndi.com cwh@cndi.com
III. About information disclosure and where this report is placed
Newspapers designated by the Company for information disclosure Securities Times, Ta Kung Pao (HK)
Internet website designated by CSRC for disclosing this report http://www.cninfo.com.cn
Where this report is placed Company Secretary Office
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2014 Annual Report
IV. Change of the registered information
Registration Registration Business Registration code of Organizational
Query index
date place license No. taxation code
Initial Chiwan, 4403015011 SSDZ No. Market
19 Jul. 1990 61883296-8
registration Shenzhen 24494 440300618832968 Supervision
Administration
At the end Bureau of
of the Chiwan, 4403015011 SSDZ No. Shenzhen
15 Jul. 2014 61883296-8
reporting Shenzhen 24494 440300618832968 Municipality
period (http://www.szaic.
gov.cn)
Changes of the main
business since listing (if Unchanged
any)
Changes of the controlling
N/A
shareholder (if any)
Changes in directors, supervisors, senior executives and the Company’s
in the reporting period have been registered with relevant authorities.
V. Other information
The CPAs firm hired by the Company:
Name Deloitte Touche Tohmatsu Certified Public Accountants LLP
Office address 30/F, 222 Yan An Road East, Huangpu District, Shanghai, P.R.C.
Signing accountants Li Weihua, Su Min
Sponsor engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
Financial consultant engaged by the Company to conduct sustained supervision during the reporting
period
□ Applicable √ Inapplicable
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2014 Annual Report
Section III. Accounting & Business Highlights
I. Major accounting data and financial indicators
Unit: RMB
Increase or decrease
2014 2013 of this year over last 2012
year
Operating income 1,804,766,176.31 1,780,774,836.30 1.35% 1,783,846,134.76
Net profit attributable to
417,594,271.33 502,894,547.79 -16.96% 467,103,270.43
shareholders of the parent
Net profit attributable to
shareholders of the parent after 417,628,589.12 502,469,158.84 -16.88% 464,592,323.43
extraordinary gains and losses
Net cash flows from operating
818,315,147.74 897,178,297.23 -8.79% 698,472,452.71
activities
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
As at 31 Dec. 2014 As at 31 Dec. 2013 of this year-end than As at 31 Dec. 2012
last 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 equity holders 4,115,298,831.59 3,947,846,392.77 4.24% 3,678,032,085.18
of the parent
II. Differences between accounting data under domestic and overseas accounting standards
Unit: RMB
Net profit attributable to shareholders of Net assets attributable to shareholders of the
the parent parent
2014 2013 Closing amount Opening amount
According to Chinese
417,594,271.33 502,894,547.79 4,115,298,831.59 3,947,846,392.77
accounting standards
According to international and overseas accounting standards N/A
III. Items and amounts of extraordinary gains and losses
Unit: RMB
Item 2014 2013 2012
Profit or loss on disposal of non-current assets (4,364,137.54) (1,697,013.72) (1,749,511.00)
Government grants recognized in profit or loss 2,489,528.50 460,819.18 494,730.00
Other non-operating income or expenses other than above 2,543,213.87 1,941,846.95 5,064,433.00
Tax effects (40,993.60) (127,755.32) (251,327.00)
Effects of minority interest (661,929.02) (152,508.15) (1,047,378.00)
Total (34,317.79) 425,388.95 2,510,947.00
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2014 Annual Report
Section IV. Report of the Board of Directors
I. Overview
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,
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2014 Annual Report
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 advanta
ge 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%.
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.
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2014 Annual Report
II. Main business analysis
1. Overview
Unit: RMB
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%
No significant change occurred to the structures of the main business and profit during the reporting
period.
Operating revenue was almost the same as that of last year.
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.
2. Revenues
Unit: RMB
Core business Industry Operating income Proportion Operating profit Proportion
Load and
Load and unload services 1,691,488,134.80 90.59% 608,042,727.69 90.50%
unload services
Supporting service for Related road
83,082,251.98 4.45% 4,430,870.78 0.66%
load and unload services transportation
Related
Tugboat services 71,086,087.27 3.81% 20,096,273.43 2.99%
shipping
Agency and others
Agency 21,526,059.35 1.15% 39,299,259.38 5.85%
services
Subtotal 1,867,182,533.40 100.00% 671,869,131.28 100.00%
Elimination (62,416,357.09) - - -
Total 1,804,766,176.31 100.00% 671,869,131.28 100.00%
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2014 Annual Report
Major customers:
Total sales to the top 5 customers (RMB) 949,876,106.35
Ratio of the total sales to the top 5 customers to the annual total sales (%) 52.63%
3. Costs
Unit: RMB
2014 2013
Industry Item Proportion in Proportion in YoY +/-
Amount Amount
operating costs operating costs
Load and unload Load and
920,259,787.76 93.54% 858,643,893.87 94.34% 7.17%
services unload services
Supporting services Related road
for trailer and transportation 57,990,882.81 5.89% 49,035,130.20 5.39% 18.26%
tugboat services and shipping
Agency and others
Agency 5,635,879.48 0.57% 2,455,715.83 0.27% 129.50%
services
Total 983,886,550.05 100% 910,134,739.90 100% 8.10%
4. Expense
Unit: RMB
Item 2014 2013 YoY +/-
Financial expenses 77,630,799.99 40,956,491.50 89.54%
Impairment losses of assets 20,933.36 448,204.74 -95.33%
Financial expenses increased mainly because of 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.
Asset impairment loss decreased mainly because the bad-debt and inventory falling price reserves
decreased.
5. Cash flows
Unit: RMB
Item 2014 2013 YoY +/-
Subtotal of cash inflows from operating activities 1,920,884,028.22 1,867,847,176.58 2.84%
Subtotal of cash outflows from operating activities 1,102,568,880.48 970,668,879.35 13.59%
Net cash flows from operating activities 818,315,147.74 897,178,297.23 -8.79%
Subtotal of cash inflows from investing activities 160,559,860.80 69,919,307.66 129.64%
Subtotal of cash outflows from investing activities 223,690,273.38 405,953,935.88 -44.90%
Net cash flows from investing activities (63,130,412.58) (336,034,628.22) 81.21%
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2014 Annual Report
Subtotal of cash inflows from financing activities 953,040,000.00 1,922,097,800.00 -50.42%
Subtotal of cash outflows from financing activities 1,955,820,576.00 2,079,235,781.45 -5.94%
Net cash flows from financing activities (1,002,780,576.00) (157,137,981.45) -538.15%
Net increase in cash and cash equivalents (246,904,030.01) 400,683,948.94 -161.62%
Subtotal of cash inflows from investing activities increased mainly because the dividend incomes
from associated companies and joint ventures increased, particularly the dividends about RMB 106
million from China Overseas Harbour Affairs (Laizhou) Co., Ltd. for 2008-2013.
Subtotal of cash outflows from investing activities decreased mainly because fixed asset
investments decreased as the Machong Project was basically completed and Phase II already
entered trial operation.
Subtotal of cash inflows from financing activities decreased mainly because the Company used
some owned funds for repaying borrowings and reduced loans.
III. Breakdown of main business
Unit: RMB
Operating YoY +/-of
YoY +/-of YoY +/-of
Operating income Operating costs profit operating
income operating costs
margin profit margin
Classified by industry:
Load and unload
1,691,488,134.80 920,259,787.76 45.59% 1.41% 7.18% -2.93%
services
Classified by region:
China Mainland 1,800,527,725.81 983,886,550.05 45.36% 1.45% 8.10% -1.69%
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB
As at 31 Dec. 2014 As at 31 Dec. 2013
Proportion
Proportion in Proportion in change
Amount Amount
total assets total assets
Currency funds 468,635,486.47 6.76% 715,539,516.48 9.74% -2.98%
Accounts receivable 203,641,944.62 2.94% 223,441,476.99 3.04% -0.10%
Inventories 19,090,168.61 0.28% 21,253,356.18 0.29% -0.01%
Investment property 31,031,939.45 0.45% 32,247,721.85 0.44% 0.01%
Long-term equity
1,493,340,275.05 21.53% 1,560,688,285.03 21.24% 0.29%
investments
Fixed assets 3,319,843,271.66 47.87% 2,828,481,942.32 38.50% 9.37%
Construction in
34,582,369.45 0.50% 615,064,297.08 8.37% -7.87%
progress
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2014 Annual Report
Monetary funds decreased mainly because some funds at our disposal were used for repaying
short-term loans.
Fixed assets increased mainly because the construction in process in the Machong Project shifted to
fixed assets.
Construction in process decreased mainly because the construction in process in the Machong
Project shifted to fixed assets.
2. Major changes of liability items
Unit: RMB
As at 31 Dec. 2014 As at 31 Dec. 2013
Proportion in total Proportion in Proportion change
Amount Amount
assets total assets
Short-term
- - 550,340,000.00 7.49% -7.49%
borrowings
Other current
400,000,000.00 5.77% 500,000,000.00 6.81% -1.04%
liabilities
Bonds payable 995,110,137.02 14.35% 993,510,137.00 13.52% 0.83%
The liability items above changed mainly because the Company used some owned funds for
repaying short-term borrowings to reduce the liquidity risk and exchange rate risk.
3. Assets and liabilities measured at fair value
Unit: RMB
Accumulated
Gain/loss on Purchased Sold
fair value Impairment
Opening fair value amount in amount in Closing
Item changes provided in
balance change in the the the balance
included in the period
period period period
equity
Financial assets
1. Financial assets at fair value
through profit or loss
2. Derivative financial assets
3. Available-for-sale financial
5,580,000.00 1,290,000.00 7,300,000.00
assets
Subtotal of financial assets 5,580,000.00 1,290,000.00 7,300,000.00
Investing property
Bearer biological assets
Other
Total 5,580,000.00 1,290,000.00 7,300,000.00
Financial liabilities
V. Core competitiveness analysis
Upon 30 years of development, the Company has gathered a pool of experienced professionals and
an excellent managerial team, with its business management highly recognized by shareholders and
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2014 Annual Report
clients. It has stable client sources, high efficient business operation and industry-leading operating
efficiency. As a mature listed port company in China, the Company owns an excellent brand and
reputation in the market.
Major changes of the Company’s core competitiveness during the reporting period: In May 2014,
the Machong Phase II 675-meter frontage started trial operation, gradually bringing out our advanta
ge in port resources., which greatly increased our capability in port resources and market
competitiveness, creating a favorable condition for our bulk cargo handling business to develop
stably and rapidly. In Oct. 2014, construction of the mechanized horizontal warehouses of the
Machong Phase II Project kicked off, which was expected to be completed and put into operation in
2015.
VI. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
No new investment in any external party during the reporting period
(2) Equity-holdings in financial enterprises
No new equity-holding in any financial enterprise during the reporting period
(3) Securities investments
Gain/loss
Number of Number of
Variety Initial Shareholding Shareholding Closing for
Code of Name of shares held shares held Accounting Source of
of investment percentage at percentage at book value reporting
securities securities at at title stock
securities cost (RMB) period-begin period-end (RMB) period
period-begin period-end
(RMB)
Available-fo
Shares held
Petro-chemic r-sale
Stock 400032 3,500,000 780,000 0.26% 0.26% 382,200 - by legal
al A1 780,000 financial
entity
assets
Available-fo
Shares held
r-sale
Stock 400009 Guang Jian 1 27,500 20,000 0.02% 0.02% 17,000 - by legal
20,000 financial
entity
assets
Shares held
by legal
Available-fo entity,
Ninghu r-sale which is
Stock 600377 1,120,000 1,000,000 0.02% 1,000,000 0.02% 7,300,000 -
Expressway financial allowed for
assets circulation
after share
reform
Total 4,647,500 1,800,000 -- 1,800,000 -- 7,699,200 - -- --
(4) Shareholdings in other listed companies
The Company did not have any shareholding in other listed companies in the reporting period.
2. Wealth management entrustment, derivative investments and entrustment loans
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2014 Annual Report
(1) Wealth management entrustment
Unit: RMB’000
Related- Principal Actual
Related- party Payment actually Anticipat gain or
Name of Type of Amount Beginning Ending Impairment
party transacti determin recovered ed loss in
trustee products of wealth date date provision
relation on or ation in current income current
not period period
Agricultural
Bank of Principal- 13 May Floating
Naught No 250,000 3 Apr. 2014 250,000 0 1,202.1 1,202.1
China Co., protected 2014 earnings
Ltd.
Agricultural
Bank of Principal- 11 Aug. Floating
Naught No 250,000 2 Jul. 2014 250,000 0 1,202.1 1,202.1
China Co., protected 2014 earnings
Ltd.
Agricultural
Bank of Principal- 13 Aug. 12 Sept. Floating
Naught No 280,000 280,000 0 978.8 978.8
China Co., protected 2014 2014 earnings
Ltd.
Agricultural
Bank of Principal- 22 Sept. 14 Oct. Floating
Naught No 100,000 100,000 0 258.9 258.9
China Co., protected 2014 2014 earnings
Ltd.
Agricultural
Bank of Principal- 24 Sept. 4 Nov. Floating
Naught No 180,000 180,000 0 887.7 887.7
China Co., protected 2014 2014 earnings
Ltd.
Agricultural
Bank of Principal- 10 Nov. 11 Dec. Floating
Naught No 250,000 250,000 0 904.1 904.1
China Co., protected 2014 2014 earnings
Ltd.
Total 1,310,000 -- -- -- 1,310,000 0 5,433.7 5,433.7
Source of the entrusted funds Our own idle funds
Cumulative overdue principals and gains 0
Lawsuit (if applicable) N/A
Disclosure date of the board announcement
approving the wealth management 29 Jan. 2014
entrustment (if any)
Disclosure date of the general meeting
announcement approving the wealth N/A
management entrustment (if any)
(2) Derivative investment
The Company did not carry out any derivative investment in the reporting period.
(3) Entrustment loans
There were no entrustment loans in the reporting period.
3. Use of raised funds
(1) Overview of the use of raised funds
Unit: RMB’000
Total raised funds 400,000
Raised funds input in the reporting period 400,000
Raised funds accumulatively input 400,000
Raised funds with changed use in the reporting period 0
Accumulative raised funds with changed use 0
15
2014 Annual Report
Proportion of accumulative raised funds with changed use (%) 0%
Overview of the use of raised funds
The Company issued short-term financing bills of RMB 400 million on 26 Jun. 2014, all of which were used to
supplement the working capital.
(2) Projects promised to be invested with raised funds
Unit: RMB’000
Project Date when Material
Projects invested with Profit
changed or Raised Input in Accumulati Investment the project Reach the change in
raised capital as Investment generated
not capital the ve input up progress up reaches the expected the
promised and after in the
(including input as reporting to the to the expected profit or project
investments with adjustment reporting
partially promised year period-end period-end usable not feasibility
over-raised capital period
changed) condition or not
Projects invested with raised capital as promised
For supplementing
Naught 400,000 400,000 400,000 400,000 100% -- -- -- --
working capital
Subtotal of promised
-- 400,000 400,000 400,000 400,000 -- -- -- -- --
investment projects
Investments of over-raised capital
N/A 0 0 0 0 0% 0
Subtotal of investments
-- 0 0 0 0 -- -- 0 -- --
with over-raised capital
Total -- 400,000 400,000 400,000 -- -- 0 -- --
400,000
Reason for failing to
reach scheduled
progress or projected N/A
income (explain one
project by one project)
Explanation on
significant changes in N/A
feasibility of projects
Amount, usage and
usage progress of N/A
over-raised capital
Change of the
implementation
location of any raised N/A
funds investment
project
Adjustment of the
implementation
method of any raised N/A
funds investment
project
Advance input and
exchange of any raised
N/A
funds investment
project
Idle raised capital for
temporarily
N/A
supplementing working
capital
Outstanding raised
funds in project
N/A
implementation and
reasons
Usage and whereabouts
N/A
of unused raise capital
Problems found in the N/A
16
2014 Annual Report
usage and information
disclosure of raised
capital and other
matters
(3) Change of raised-funds-invested projects
No change of raised-funds-invested projects during the reporting period
4. Analysis to main subsidiaries and joint stock companies
(1) Subsidiaries and joint stock companies with an above-10% (inclusive) influence on the
Company’s net profits
Unit: RMB
Main
Company Company Registered Operating
Industry products/ Total assets Net assets Operating profit Net profit
name variety capital revenues
services
Chiwan
Container Transporta Container USD 95.3
Subsidiary 2,059,678,003.20 1,476,043,961.71 774,208,188.96 265,496,017.67 212,491,037.54
Terminal tion handling million
Co., Ltd.
Shenzhen
Chiwan
Transporta Container RMB 288.2
Harbor Subsidiary 717,988,654.38 480,921,655.20 313,400,217.52 169,259,862.74 162,815,087.46
tion handling million
Container
Co. Ltd.
Dongguan Handling
Chiwan and
Transporta RMB 450
Wharf Subsidiary storage of 1,000,356,361.25 626,303,968.82 338,654,427.44 125,888,115.20 110,501,744.79
tion million
Company bulk
Limited cargos
(2) Other main subsidiaries and joint stock companies
Unit: RMB
Company Main Registered
Company name Industry Total assets Net assets Net profit
variety products/services capital
Non-indepen Handling and
Harbor Division dent legal Transportation warehousing of N/A 422,753,267.95 379,573,693.47 4,892,408.83
entity grain and feedstuff
Shenzhen Loading and
Chiwan unloading,
RMB 45
Trans-Grains Subsidiary Transportation warehousing and 114,506,750.10 68,108,264.09 20,965,737.03
million
Terminal packaging of
Limited grains
Shenzhen
Tow truck service
Chiwan RMB 15
Subsidiary Transportation for containers in 74,779,207.49 33,654,003.93 3,167,476.63
Transportation million
the port
Co., Ltd.
Shenzhen
Chiwan
RMB 24
Shipping & Subsidiary Transportation Tugboat service 133,543,259.93 51,002,798.08 14,991,352.37
million
Transportation
Co., Ltd.
Dongguan
Handling and
Chiwan RMB 400
Subsidiary Transportation warehousing of 914,478,913.71 382,479,232.61 2,816,670.99
Terminal Co., million
bulk cargoes
Ltd.
Chiwan Wharf
Investment Investment HKD 1
(Hong Kong) Subsidiary 1,326,058,958.75 1,307,848,325.85 78,058,970.03
holding holding million
Ltd.
Handling and
China Overseas
Stock-partici warehousing of
Harbour Affairs USD
pating Transportation petroleum, 1,943,472,186.23 1,708,795,944.29 84,985,076.57
(Laizhou) Co., 176,407,700
subsidiary liquefied products
Ltd.
and bulk cargos
17
2014 Annual Report
5. Significant projects invested with non-raised funds
Unit: RMB’000
Total Cumulative actual
Input for this Project Project
Project name planned input as at the
period progress earnings
investment period-end
Main work of Berth 4#-5#, Machong Port 615,405.9 35,231.3 615,405.9 100% --
Hydraulic structure engineering of Berth 4#-5#,
8,819.3 18.9 4,968.5 56.34%
Machong Port
Mechanized Flat warehouse 38,931.3 14,216.4 14,216.4 36.52% --
Portal crane and CY facilities for Berth 2# and
37,712.0 8,485.8 33,883.1 100%
Berth 3# at Machong Port
Total 700,868.5 57,952.4 668,473.9 -- --
VII. Predict the operating results of Jan.-Mar. 2015
Warning of possible loss or considerable YoY change of the accumulated net profit made during the
year-begin to the end of the next reporting period according to prediction, as well as explanations
on the reasons:
□ Applicable √Inapplicable
VIII. Entities controlled by the Company for special purposes
□ Applicable √ Inapplicable
IX. 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
18
2014 Annual Report
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 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.
19
2014 Annual Report
X. Explanation given by the Board of Directors and the Supervisory Committee in regard to
the “non-standard auditor’s report” issued by the CPAs firm for the reporting period
□ Applicable √ Inapplicable
XI. Explain any change of the accounting policies, the accounting estimates and the
accounting methods when compared to the financial report for 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), 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. Presentation of financial statements
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
20
2014 Annual Report
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
(Before equity comprehensive Deferred income
(After restatement)
restatement) investments income
Available-for-sale
5,580,000.00 13,909,200.00 - - 19,489,200.00
financial assets
Long-term equity
1,574,597,485.03 (13,909,200.00) - - 1,560,688,285.03
investment
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
4,728,076,181.87 - - - 4,728,076,181.87
shareholders' equity
Attributable to
shareholders' equity of the 3,947,846,392.77 - - - 3,947,846,392.77
parent company
Minority interests 780,229,789.10 - - - 780,229,789.10
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
1,544,951,108.34 (13,909,200.00) - - 1,531,041,908.34
investment
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
4,465,009,905.44 - - - 4,465,009,905.44
shareholders' equity
Attributable to
shareholders' equity of the 3,678,032,085.18 - - - 3,678,032,085.18
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.
21
2014 Annual Report
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
31/12/2013 Long-term Other
(Before equity comprehensive 31/12/2013
restatement) investments income (After restatement)
Available-for-sale financial
5,580,000.00 13,909,200.00 - 19,489,200.00
assets
Long-term equity investment 2,249,775,991.91 (13,909,200.00) - 2,235,866,791.91
Other comprehensive
- - 3,445,000.00 3,445,000.00
income
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
01/01/2013 Long-term Other
(Before equity comprehensive 01/01/2013
restatement) investments income (After restatement)
Available-for-sale financial
5,210,000.00 13,909,200.00 - 19,119,200.00
assets
Long-term equity investment 2,131,519,861.87 (13,909,200.00) - 2,117,610,661.87
Other comprehensive
- - 3,167,500.00 3,167,500.00
income
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.
XII. Explain if any retrospective restatement occurs due to correction of any material
accounting error in the reporting period
No such cases during the reporting period.
XIII. Explain if any change of the consolidation scope occurs as compared with the financial
reporting of last year
The consolidation scope narrowed mainly because the Company absorbed subsidiaries. For details,
see Note (VII) to the consolidation financial statements—“Changes in the consolidation scope”
in the auditor’s report in Section XI of this annual report.
XIV. Profit allocation and dividend payout
1. Formulation, execution or adjustment of the Company’s profit allocation policy, especially the
cash dividend policy
22
2014 Annual Report
Pursuant to the guiding spirit of the Notice of CSRC on Further Implementing Matters Related to
Cash Dividends of Listed Companies, the Notice of CSRC Shenzhen Bureau on Fully
Implementing the Notice of CSRC on Further Implementing Matters Related to Cash Dividends of
Listed Companies (Shen-Zheng-Ju-Gong-Si-Zi (2012) No. 43), the Company has revised some
articles in its Articles of Association in relation to the profit distribution policy, which involves the
specific policy, the decision-making procedure and mechanism, the adjustment and implementation
of the profit distribution policy, profit distributed to foreign shareholders and other aspects (for the
revised Articles of Association of the Company, see www.cninfo.com.cn). The revised Articles of
Association of the Company was reviewed and approved on the 5th Special Session of the 7th Board
of Directors for 2012 on 3 Aug. 2012, and later on the 1st Special Shareholders’ General Meeting
for 2012 on 21 Aug. 2012. During the reporting period, the Company executed the profit allocation
policy in strict compliance with the revised Articles of Association, and it did not again alter the
profit allocation policy, especially the cash dividend policy.
Special statement about the cash dividend policy
In compliance with the Company’s Articles of Association and the resolution of the
Yes
general meeting
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
Independent directors fulfilled their responsibilities and played their due role. Yes
Minority shareholders have the chance to fully express their opinion and desire and their
Yes
legal rights and interests were fully protected.
In adjustment or alteration of the cash dividend policy, the conditions and procedure were
Yes
in compliance with regulations and transparent.
2. Profit allocation plans of the Company for the recent three years (including the reporting year)
(1) Profit allocation and dividend payout plan for 2012
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2012 stood at RMB 189,814,396 and the cumulative
distributable profit at RMB 557,142,607.
1) According to the Company Law and the Articles of Association of the Company, RMB
18,981,440, 10% of the audited net profit of the Company (without subsidiaries) for 2012 was taken
out as statutory surplus reserve.
2) As planned, based on the total 644,763,730 shares as at the end of 2012, a cash dividend of RMB
3.63 (tax included) was to be distributed for every 10 shares, with a total of RMB 234,049,234
being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB 304,111,933.
The Board of Directors of the Company published the implementation announcement on dividend
payout for 2012 on Securities Times and Ta Kung Pao (HK) dated 9 Jul. 2013, and completed the
dividend payout for the A-share and B-share holders on 17 Jul. 2013 and 19 Jul. 2013 respectively.
(2) Profit allocation and dividend payout plan for 2013
23
2014 Annual Report
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2013 stood at RMB 363,887,260.39 and the cumulative
distributable profit at RMB 667,999,192.32.
1) According to the Company Law and the Articles of Association of the Company, RMB
36,388,726.04, 10% of the audited net profit of the Company (without subsidiaries) for 2013 was
taken out as statutory surplus reserve.
2) As planned, based on the total 644,763,730 shares as at the end of 2013, a cash dividend of RMB
3.90 (tax included) was to be distributed for every 10 shares, with a total of RMB 251,457,854.70
being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB 380,152,611.58.
The Board of Directors of the Company published the implementation announcement on dividend
payout for 2013 on Securities Times and Ta Kung Pao (HK) dated 8 Jul. 2014, and completed the
dividend payout for the A-share and B-share holders on 16 Jul. 2014 and 18 Jul. 2014 respectively.
(3) Profit allocation and dividend payout pre-plan for 2014
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2014 stood at RMB 268,153,919.27 and the cumulative
distributable profit at RMB 648,306,530.85.
1) According to the Company Law and the Articles of Association of the Company, the Company
may stop making statutory surplus reserve when its accumulative amount reaches 50% of the
registered capital. The accumulative statutory surplus reserve of the Company (without subsidiaries)
stood at RMB 520,074,434.56 for 2014, equal to 80.66% of the registered capital. Therefore, the
Company intends not to draw surplus reserve from retained profit for 2014.
2) As planned, based on the total 644,763,730 shares as at the end of 2014, a cash dividend of RMB
3.24 (tax included) was to be distributed for every 10 shares, with a total of RMB 208,903,448.52
being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB 439,403,082.33.
The above-mentioned allocation plan shall be submitted to the Shareholders’ General Meeting for
review and approval.
3. Cash dividend distribution of the Company over the recent three years
Unit: RMB
Ratio the amount of cash
Net profit attributable to
dividend to the net profit
Amount of cash dividend shareholders of the Company
Year attributable to shareholders
(tax included) in the consolidated statement
of the Company in the
for the year
consolidated statement (%)
2014 208,903,449 417,594,271 50.03%
2013 251,457,854 502,894,547 50.00%
2012 234,049,234 467,103,270 50.11%
24
2014 Annual Report
XV. Pre-plan for profit allocation and turning capital reserve into share capital for the
reporting period
Bonus shares for every 10 shares (share) 0
Dividend for every 10 shares (RMB) (tax included) 3.24
Increased shares for every 10 shares (share) 0
Total shares as the basis for the allocation preplan (share) 644,763,730
Total cash dividends (RMB) (tax included) 208,903,448.52
Distributable profit (RMB) 648,306,530.85
Percentage of the cash dividends in the total distributed profit (%) 100%
Cash dividend policy
According to the profit allocation policy stipulated in the Company’s Articles of Association, under the premises
of meeting the conditions for distributing cash dividends and ensuring its normal operation and long-term
development, the Company shall distribute cash dividends for once every year; and the Company shall keep a
consistent and stable policy of profit allocation, with the profit distributed in cash per year not less than 10% of
the distributable profit achieved in the year in principle. For 2014, the cash dividends to be distributed planned to
account for 50% of the consolidated net profit attributable to shareholders of the Company.
Details about the pre-plan for profit allocation and turning capital reserve into share capital
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the Company
(without subsidiaries) for 2014 stood at RMB 268,153,919.27 and the cumulative distributable profit at RMB
648,306,530.85.
1) According to the Company Law and the Articles of Association of the Company, the Company may stop
making statutory surplus reserve when its accumulative amount reaches 50% of the registered capital. The
accumulative statutory surplus reserve of the Company (without subsidiaries) stood at RMB 520,074,434.56 for
2014, equal to 80.66% of the registered capital. Therefore, the Company intends not to draw surplus reserve
from retained profit for 2014.
2) As planned, based on the total 644,763,730 shares as at the end of 2014, a cash dividend of RMB 3.24 (tax
included) was to be distributed for every 10 shares, with a total of RMB 208,903,448.52 being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at RMB
439,403,082.33.
The above-mentioned allocation plan shall be submitted to the Shareholders’ General Meeting for review and
approval.
XVI. Social responsibilities
Keeping our social responsibilities in mind, we have been devoting ourselves to building
“energy-saving” and “environment-friendly” green wharfs and achieving healthy and harmonious
development between the Company and its employees, between the Company and society and
between the Company and environment. We protect the legal rights and interests of employees, care
for them and promote harmonious labor relations. We make earnest efforts in charity, donating
multiple times to disaster and poor areas and helping out employees in difficulty to contribute to
social development. Meanwhile, we continue to push forward energy saving & emission reduction,
pollution control, dust & noise reduction and so on through technological innovation. In 2014, we
were honored as an “Excellent Enterprise in Waste Reduction in Shenzhen for 2013”, and Chiwan
Container Terminal Co., Ltd., one of our controlled subsidiaries, was honored as a “State-level
Hi-tech Enterprise” by the Ministry of Science and Technology. Also in the year, Chiwan Port and
Machong Port were on the list of the first designated grain import ports unveiled by the Central
25
2014 Annual Report
Administration of Quality Supervision, Inspection and Quarantine. We have been proactively
carrying out our social responsibilities to contribute to the region’s economic development.
XVII. Particulars about researches, visits and interviews received in this reporting period
Main discussion
Place of Way of Visitor and materials
Time of reception Visitor
reception reception type provided by the
Company
Jan.-Dec. 2014 Shenzhen Photo talk Individual Individual investors (16 times)
Interaction
platform for Enquiries in
Jan.-Dec. 2014 Individual Individual investors (30 times) Basic information
investor writing
relations of operations and
KOKUSAI Asset Management investments of the
One-on-one
10 Sept. 2014 Shenzhen Institution Co., Ltd., Okasan International Company and the
meeting financial status of
(Asia) Limited
Guotai Junan Securities, J.P. the Company
One-on-one Morgan Asset Management,
10 Oct. 2014 Shenzhen Institution
meeting China International Capital Information
Corporation Limited provided:
Orient Securities Asset Brochure of the
One-on-one
27~28 Nov. 2014 Shanghai Institution Management, China Ping An, Company
meeting
Rosefinch Investment
One-on-one
15 Dec. 2014 Shenzhen Institution Eton Park Asia Limited
meeting
Number of times of reception 55
Number of institutions received 9
Number of individuals received 46
Number of other entities received 0
Was any material undisclosed information disclosed, revealed or leaked? No
26
2014 Annual Report
Section V. Significant Events
I. Significant lawsuits or arbitrations
There was no significant lawsuit or arbitration during the reporting period.
II. Media’s doubts
There was no such case in the reporting period where most of the media raised the same doubt
about the Company.
III. Occupation of the Company’s capital by the controlling shareholder or its related parties
for non-operating purposes
During the reporting period, the controlling shareholder or its related parties did not occupy capital
for non-operating purposes or repay such capital. Deloitte Touche Tohmatsu Certified Public
Accountants LLP issued the “Special Report on Capital Occupation by the Controlling Shareholder
and Other Related Parties of Shenzhen Chiwan Wharf Holdings Limited. For the detailed report, see
the website designated by the Company for information disclosure (www.cninfo.com.cn).
IV. Matters concerning bankruptcy and reorganization
The Company was not involved in any matter concerning bankruptcy or reorganization during the
reporting period.
V. Asset transactions
1. Acquisition of assets
No significant acquisition of assets during the reporting period
2. Sale of assets
No sale of assets by the Company during the reporting period.
3. Business combination
The “Proposal on the Company Merging Shenzhen Chiwan Terminal Co., Ltd. and Shenzhen
Chiwan Trans-Grains Terminal Limited” was reviewed and approved at the 5th Special Session of
the 7th Board of Directors for 2013 on 23 Apr. 2013 and later at the 2012 Annual Shareholders’
General Meeting on 21 May 2013, agreeing the Company to merge Shenzhen Chiwan Terminal Co.,
Ltd. and Shenzhen Chiwan Trans-Grains Terminal Limited into itself to operate the bulk cargo
handing business in Chiwan Port under unified management. After the merge, Shenzhen Chiwan
Terminal Co., Ltd. and Shenzhen Chiwan Trans-Grains Terminal Limited will be crossed off and
27
2014 Annual Report
the Company will become the main operating unit of the bulk cargo handling business in Chiwan
Port. For the relevant resolution announcements, see the announcements (No. 2013-027 and
2013-034) disclosed on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 24 Apr.
2013 and 22 May 2013.
In Nov. 2013, the Company received the “Reply of the Economy, Trade and Information
Commission of Shenzhen Municipality about Preliminary Approval to the Merge of Shenzhen
Chiwan Terminal Co., Ltd. into Shenzhen Chiwan Wharf Holdings Limited” (SJMXXZZ [2013]
No. 1883). And the relevant progress announcement (No. 2013-059) was disclosed on Securities
Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 22 Nov. 2013.
In Jan. 2014, the Company received the “Reply of the Economy, Trade and Information
Commission of Shenzhen Municipality about Approval to the Merger between Shenzhen Chiwan
Wharf Holdings Limited and Shenzhen Chiwan Terminal Co., Ltd.” (SJMXXZZ [2014] No. 109),
approving the combination of the two companies in the form of a merger. The Company survived
the merger; and Shenzhen Chiwan Terminal Co., Ltd. was dissolved in the merger and all its
creditor’s rights, liabilities and properties were assumed by the Company. After the merger, the total
share capital and registered capital of the Company remained the same. And the relevant
announcement (No. 2014-005) was disclosed on Securities Times, Ta Kung Pao (HK) and
www.cninfo.com.cn dated 14 Feb. 2014.
In Feb. 2014, Shenzhen Chiwan Terminal Co., Ltd. canceled its registration with the Market
Supervision Administration Bureau of Shenzhen Municipality and received the “Enterprise
Cancellation Notice” issued by the Bureau. And the relevant announcement (No. 2014-007) was
disclosed on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 28 Feb. 2014.
In Oct. 2014, the Company received the “Reply of the Economy, Trade and Information
Commission of Shenzhen Municipality about the Preliminarily Approval to the Merger between
Shenzhen Chiwan Wharf Holdings Limited and Shenzhen Chiwan Trans-Grains Terminal Limited”
(SJMXXZZ [2014] No. 388). And the relevant announcement (No. 2014-043) was disclosed on
Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 24 Jan. 2014.
In Jan. 2015, the Company received the “Reply of the Economy, Trade and Information
Commission of Shenzhen Municipality about Approval to the Merger between Shenzhen Chiwan
Wharf Holdings Limited and Shenzhen Chiwan Trans-Grains Terminal Limited ” (SJMXXZZ
[2015] No. 24) which approved the Shenzhen Chiwan Trans-Grains Terminal Limited to combine
by merger. And the Company was the surviving company while the Shenzhen Chiwan Trans-Grains
Terminal Limited dissolved as combined of which the creditor's rights, debts and property be
inherited by the Company. After the merger, the total share capital, registered capital and the
operation scope remained unchanged and the relevant announcement (No. 2015-002) was disclosed
on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 17 Jan. 2015.
In Jan. 2015, the Shenzhen Chiwan Trans-Grains Terminal Limited had completed the cancellation
of registration formalities at Shenzhen Market Supervisory Authority and received the Enterprise
Cancellation Notice. The relevant announcement (No. 2015-006) was disclosed on Securities Times,
Ta Kung Pao (HK) and www.cninfo.com.cn dated 30 Jan. 2015.
28
2014 Annual Report
VI. Implementation of equity incentive and its influence
The Company did not work out any equity incentive plan during the reporting period.
VII. Significant related-party transactions
1. Related-party transactions concerning routine operation
Unit: RMB
Settlement
Pricing
Type of the Contents of Proportion method of
Related principle of
Relati related- the related- Transaction Transaction in same the Date of Index to the
transacti the related- Market price
onship party party price amount kind of related- disclosure disclosed
on party party
transaction transaction transactions party
transaction
transaction
See
http://www.
cninfo.com.
CND Share Land use Mutual Payment 29 Mar. cn for the
Lease 49,096,903.49 49,096,903.49 78% 49,096,903.49
Group holder fee negotiation by month 2014 resolution
announceme
nt (No.
2014-013)
Total -- -- 49,096,903.49 78% -- -- -- --
Details about return of large-amount sales N/A
It’s needed for daily operation of the Company. The Company
Necessity and consistency of the related-party transaction, as well as the reasons why
and its controlled subsidiaries lease yards every year from CND
the related party is chosen over other parties in the market to deal with
Group for containers and bulk cargoes.
Influence of the related-party transaction on independency of the Company
The Company’s independence on the related part and the relevant solutions (if any)
Where the Company classifies and estimates the total amount of routine related-party
N/A
transactions for the reporting period, explain the actual implementation during the
reporting period (if any)
Explain why the transaction price is greatly different from the market price
2. Related-party transactions arising from acquisition and sale of assets
No related-party transaction arising from acquisition or sale of assets occurred to the Company during the
reporting period.
3. Related-party transactions arising from joint investment in external parties
No related-party transaction arising from joint investment in external parties occurred to the Company during the
reporting period.
4. Credits and liabilities with related parties
Unit: RMB’000
Non-operating Amount
Type of Reason for capital Opening during Closing
Related party Relation
credit/liability credit/liability occupation balance reporting balance
(Yes/No) period
A director of the
Company’s actual Credit
China
controller is also receivable
Merchants Bank deposits No 152,851.2 2,863,721.7 100,147.5
a director of from related
Bank Co., Ltd.
China Merchants party
Bank.
29
2014 Annual Report
5. Other significant related-party transactions
Information about the financial business of the related loans and deposits of the financial
companies:
Unit: RMB’000
Non-operating Amount
Type of Reason for capital Opening during Closing
Related party Relation
credit/liability credit/liability occupation balance reporting balance
(Yes/No) period
China
Credit
Development
Joint venture receivable from Bank deposits No - 165,361.0 50,520.3
Finance
related party
Company Ltd.
Deloitte Touche Tohmatsu CPAs Firm (LLP) issued the Special Notes of the Financial Business
Involved with the Loans and Deposits of the Related-party Transactions of the Financial Companies
according to the above financial business and for the specific content please refer to
www.cninfo.com.cn.
The website to disclose the interim announcements on significant related-party transactions:
Disclosure date of the interim Website where the interim
Title of the interim announcement
announcement announcement was disclosed
Related-party transaction announcement of the
Agreement on Financial Services signed with 29 Mar. 2014 www.cninfo.com.cn
China Development Finance Company Ltd.
VIII. Particulars about significant contracts and their fulfillment
1. Trusteeship, contracting and leasing
(1) Trusteeship
The Company did not make any entrustment in the reporting period.
(2) Contracting
The Company was not involved in any contracting in the reporting period.
(3) Leasing
The Company was not involved in any leasing in the reporting period.
30
2014 Annual Report
2. Guarantees provided by the Company
Unit: RMB’000
Guarantees provided by the Company for its subsidiaries
Disclosure Guarantee
date of the Date of for a
Amount Actual Execution
Guaranteed public notice occurrence (date Type of Term of related
of amount of completed
party in relation to of signing guarantee guarantee party or
guarantee guarantee or not
the guarantee agreement) not (Yes
amount or No)
Dongguan
Chiwan
26 Apr. 2012 100,000 N/A N/A N/A N/A N/A N/A
Terminal Co.,
Ltd.
Shenzhen
Chiwan Harbor
26 Apr. 2012 100,000 N/A N/A N/A N/A N/A N/A
Container Co.,
Ltd.
Total actual amount of
Total amount of guarantees for
guarantees for
subsidiaries as above approved 0 0
subsidiaries in the
in the reporting period
reporting period
Total actual balance of
Total amount of guarantees for
guarantees for
subsidiaries approved by the 200,000 0
subsidiaries at the
period-end
period-end
Total guarantee amount of the Company
Total actual guarantee
Total guarantee amount
200,000 balance at the 0
approved by the period-end
period-end
Proportion of the total actual guarantee balance in the
0%
Company’s net assets (%)
Of which:
Amount of debt guarantee provided for shareholders, actual
-
controller and the related-party
Amount of debt guarantee provided for the guaranteed party
whose asset-liability ratio is not less than 70% directly or -
indirectly
Total guarantee amount exceeded 50% of the net assets -
Total amount of the above three guarantees -
Explanation on possibility to bear joint liability due to undue
N/A
guarantees (if any)
Explanation on the external guarantees in violation of
N/A
stipulated procedures (if any)
There was no any external guarantee violated the law during the reporting period.
31
2014 Annual Report
3. Other significant contracts
There was no other significant contract of the Company in the reporting period.
4. Other significant transactions
The Company was not involved in any other significant transaction in the reporting period.
IX. Fulfillment of commitments
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
CND Group proposed in Mar. 2009 to the
Company ,
which was reviewed and approved in the
general meeting of the Company in May
2009. The Board of Directors of the Company
was authorized to formulate and carry out an
equity incentive plan at a proper timing
In order to enhance the shareholding according to applicable laws and regulations.
confidence of tradable share holders, and In Jun. 2014, according to jointly
management and all the shareholders can promulgated by the State-owned Assets
coincide, CND made a commitment to Supervision and Administration Commission
Share reform
CND Group entrust, through the general meeting of Apr. 2006 Standing of the State Council and the Ministry of
commitment
the Company, the Board of Directors of Finance, as well as promulgated by CSRC, the
timing after the completion of the share equity incentive plan could not be
division reform according to applicable successfully formulated due to policy and
laws and regulations. regulation changes, as well as some
restrictions. Therefore, the Company has
decided not to formulate and carry out the
equity incentive plan for now. The Board of
Directors will continue to follow and study
relevant policies and regulations, and
reconsider formulating and carrying out a new
equity incentive plan according to the actual
situation of the Company and executing the
decision-making procedure.
Commitment
in the
acquisition
report or the
China 1. Commitments made by China 17 Sept. Concerning In the process of execution
report on
Merchants Merchants Holdings (International) about 2012 horizontal
equity
Holdings share custody; competition, it is
changes
(International) 2. Commitment made by China promised that the
Company Merchants Holdings (International) about horizontal
Limited guaranteeing the independency of the competition issue
Company; will be solved
3. Commitment made by China through ways
Merchants Holdings (International) about 32 such as asset
horizontal competition; and reorganization in
4. Commitment made by China the coming 3-5
Merchants Holdings (International) about years. And the
regulating related-party transactions other three
commitments are
2014 Annual Report
subject to the
share custody
period.
1. Commitment made by Malai Storage
about guaranteeing the independency of
the Company; Whenever Malai
2. Commitment made by Malai Storage 27 Dec. Storage holds the
Malai Storage In the process of execution
about horizontal competition; and 2012 Company’s
3. Commitment made by Malai Storage shares
about regulating related-party
transactions
CND Group irrevocably and
unconditionally agrees that if Chiwan
Wharf suffers from any loss, expense,
liability, demanded compensation or law
20 Mar.
suit due to any actual or potential
2001; 18
illegality or unenforceability in any land
Jun. 2003;
CND Group use agreement or relevant documents Standing In the process of execution
29 Sept.
signed or to be signed by CND Group or
2004
other related problems, CND Group
promises to give full immunity to the
recipient party of the land use right and
Other
its inheritor and the recipient person
commitments
regarding the aforesaid matters.
made to
If the Company cannot pay interest on
minority
time, pay principals upon maturity or is
shareholders
involved in any violation, it shall at least
take the following measures:
Whenever any of
1. Not to distribute profit to shareholders;
26 Apr. the corporate
2. Suspend capital outlay projects such as
2012; 18 bonds of “11
The Company significant outward investments or In the process of execution
Oct. 2013 Chiwan 01” and
mergers;
“13 Chiwan 01”
3. Reduce or stop salaries and bonuses
exists
for directors and senior management
staff; and
4. Not to remove the persons held chiefly
responsible.
Executed in
Yes
time or not?
Specific
reason for
failing to
fulfill the
N/A
commitment
and plan for
the next step
(if any)
X. Particulars about engagement and disengagement of CPAs firm
1. Present CPAs firm:
Name of domestic CPAs firm Deloitte Touche Tohmatsu Certified Public Accountants LLP
Remuneration for domestic CPAs firm for the
RMB 2.1147 million
reporting period
Consecutive years of the audit services provided
3 years
by domestic CPAs firm
Names of the certified public accountants from
Li Weihua, Su Min
the CPAs firm
2. During the reporting period, the Company did not change the CPAs firm.
33
2014 Annual Report
3. CPAs firm, financial accountant or sponsor engaged for the audit of internal control:
As approved by the 1st Session of the Audit Committee under the 7th Board of Directors for 2014,
the 7th Session of the 7th Board of Directors and the Annual General Meeting for 2013, it was
agreed to renew the employment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as
the Company’s accounting firm for 2014 to audit the annual financial report and internal control.
The fee for auditing the financial report for 2014 and internal control are RMB 1.7808 million and
RMB 0.3339 million respectively, totaling RMB 2.1147 million.
XI. Punishments and rectifications
No punishment or rectification in the reporting period.
XII. Other significant events
In the reporting period, the Company disclosed the following significant events on Securities Times,
Ta Kung Pao (HK) and www.cninfo.com.cn:
Announcement
Title Date
No.
2014-001 Announcement on the Volume of Business for Dec. 2013 7 Jan. 2014
st th
Announcement on Resolutions Made at the 1 Special Session of the 7 Board of
2014-002 29 Jan. 2014
Directors for 2014
Announcement on Purchasing the Bank Financial Products by Self-owned Idle
2014-003 29 Jan. 2014
Funds
2014-004 Announcement on the Volume of Business for Jan. 2014 12 Feb. 2014
2014-005 Announcement on the Progress of the Merger of the Wholly-owned Subsidiaries 14 Feb. 2014
Announcement on the Commitment Performance of the Company and the Relevant
2014-006 15 Feb. 2014
Parties
Announcement on the Completion of the Commercial Cancellation of Registration of
2014-007 28 Feb. 2014
the Wholly-owned Subsidiary—Shenzhen Chiwan Terminal Co., Ltd.
2014-008 Announcement on the Volume of Business for Feb. 2014 11 Mar. 2014
2014-009 Announcement on Resignation of Vice Manager of the Company 12 Mar. 2014
2014-010 Announcement on Resolutions Made at the 7th Session of the 7th Board of Directors 29 Mar. 2014
Announcement on Resolutions Made at the 7th Session of the 7th Supervisory
2014-011 29 Mar. 2014
Committee
2014-012 Abstract of the 2013 Annual Report 29 Mar. 2014
2014-013 Announcement on Expected Routine Related-party Transactions for 2014 29 Mar. 2014
th
Declaration on the Nominators of the Independent Directors of the 8 Board of
2014-014 29 Mar. 2014
Directors
Declaration on the Nominators of the Independent Directors of the 8th Board of
2014-015 29 Mar. 2014
Supervisors
Announcement on the Related-party Transaction of the Agreement on Financial
2014-016 29 Mar. 2014
Services Signed with China Development Finance Company Ltd.
2014-017 Announcement on the Volume of Business for Mar. 2014 10 Apr. 2014
34
2014 Annual Report
Announcement of Shenzhen Chiwan Wharf Holdings Limited on Payment of Interest
2014-018 21 Apr. 2014
in 2014 for the 2011 Corporate Bonds (Phase I)
Announcement on Resolutions Made at the 2nd Special Session of the 7th Board of
2014-019 25 Apr. 2014
Directors for 2014
Announcement on Resolutions Made at the 1st Special Session of the 7th Board of
2014-020 25 Apr. 2014
Supervisors for 2014
2014-021 Report on the First Quarter of 2014 25 Apr. 2014
2014-022 Notice on Convening the 2013 Annual Shareholders’ General Meeting 25 Apr. 2014
2014-023 Announcement on the Corporate Bonds Follow-up Rating Result 28 Apr. 2014
2014-024 Announcement on the Volume of Business for Apr. 2014 5 May 2014
Suggestive Announcement on Convening the 2013 Annual Shareholders’ General
2014-025 16 May 2014
Meeting
Announcement on Resolutions Made at the 2013 Annual Shareholders’ General
2014-026 23 May 2014
Meeting
2014-027 Announcement on Resolutions Made at the 1st Session of the 8th Board of Directors 23 May 2014
st th
Announcement on Resolutions Made at the 1 Session of the 8 Board of
2014-028 23 May 2014
Supervisors
2014-029 Announcement on the Volume of Business for May 2014 11 Jun. 2014
Announcement on the Due Cashing of the First Phase of Short-term Financing
2014-030 18 Jun. 2014
Notes of 2013
Suggestive Announcement on Issue of the First Phase of Short-term Financing Notes
2014-031 23 Jun. 2014
for 2014
Announcement on Resolutions Made at the 1st Session of the 8th Board of Directors
2014-032 28 Jun. 2014
for 2014
Announcement on Equity Incentive Events among the Commitments of Share
2014-033 28 Jun. 2014
Reform
Announcement on the Issue Result of the First Phase of Short-term Financing Notes
2014-034 30 Jun. 2014
for 2014
2014-035 Announcement on Implementation of Dividend Payout for 2013 8 Jul. 2014
2014-036 Announcement on the Volume of Business for Jun. 2014 8 Jul. 2014
2014-037 Announcement on the Volume of Business for Jul. 2014 9 Aug. 2014
2014-038 Announcement on Resolutions Made at the 2nd Session of the 8th Board of Directors 27 Aug. 2014
2014-039 Abstract of the 2014 Semi-annual Report 27 Aug. 2014
2014-040 Announcement on the Volume of Business for Aug. 2014 11 Sep. 2014
Announcement of Shenzhen Chiwan Wharf Holdings Limited on Payment of Interest
2014-041 13 Oct. 2014
in 2014 for the 2013 Corporate Bonds (Phase I)
2014-042 Announcement on the Volume of Business for Sep. 2014 14 Oct. 2014
Announcement on the Progress of the Merger of the Wholly-owned
2014-043 Subsidiary—Shenzhen Chiwan Trans-Grains Terminal Limited and the Notes for the 24 Oct. 2014
Creditors
Announcement on Resolutions Made at the 2nd Special Session of the 8th Board of
2014-044 25 Oct. 2014
Directors for 2014
2014-045 Report on the Third Quarter of 2014 25 Oct. 2014
Notice on the Conference of Holders of “11 Chiwan 01” 2014 Phase I Bonds of
2014-046 28 Oct. 2014
Shenzhen Chiwan Wharf Holdings Limited
35
2014 Annual Report
Notice on the Conference of Holders of “13 Chiwan 01” 2014 Phase I Bonds of
2014-047 28 Oct. 2014
Shenzhen Chiwan Wharf Holdings Limited
2014-048 Announcement on the Volume of Business for Oct. 2014 11 Nov. 2014
Announcement on the Results of the Conference of Holders of “11 Chiwan 01” 2014
2014-049 13 Nov. 2014
Phase I Bonds of Shenzhen Chiwan Wharf Holdings Limited
Announcement on the Results of the Conference of Holders of “13 Chiwan 01” 2014
2014-050 13 Nov. 2014
Phase I Bonds of Shenzhen Chiwan Wharf Holdings Limited
Announcement on Subsequent Matters of the Conference of Holders of “11 Chiwan
2014-051 13 Nov. 2014
01” 2014 Phase I Bonds of Shenzhen Chiwan Wharf Holdings Limited
Announcement on Subsequent Matters of the Conference of Holders of “13 Chiwan
2014-052 13 Nov. 2014
01” 2014 Phase I Bonds of Shenzhen Chiwan Wharf Holdings Limited
2014-053 Announcement on Abnormal Fluctuation in Share Trading 9 Dec. 2014
2014-054 Announcement on the Volume of Business for Nov. 2014 10 Dec. 2014
XIII. Offering of corporate bonds
On 25 Nov. 2011, the Company was approved to publicly issue the corporate bonds with par value
not more than 1 billion in accordance with CSRC Zheng-Jian-Xu-Ke [2011] No. 1889. The
corporate bonds were offered in two stages. And the 2011 Corporate Bonds (Phase I) of RMB 500
million ended on 4 May 2012; the total issuing amount of corporate bonds for the Company in 2013
(Phase I) stood at RMB 0.5 billion ended on 24 Oct. 2013.
The was reviewed
and approved at the Second Special Session of the 8th Board of Directors for 2015 convened on 12
Mar. 2015, at which the Company was agreed to exercise the redemption option on the Company’s
Corporate Bonds 2011 (Phase I) on the interest payment date in the 3rd interest accrual year and
redeem all the Company’s Corporate Bonds 2011 (Phase I) recorded on the record date for the
redemption. 27 Apr. 2015 is the interest payment date in the 3rd interest accrual year for the said
corporate bonds. The Company disclosed the indicative announcement about exercising the issuer’s
redemption option on the Company’s Corporate Bonds 2011 (Phase I) (announcement No.
2015-010, 2015-013 and 2015-015) through Securities Times, Ta Kung Pao and
www.cninfo.com.cn dated 13 Mar., 17 Mar. and 19 Mar. 2015 respectively.
XIV. Offering of short-term financing bonds
The “Proposal on Planning to Apply for Offering of Short-term Financing Bonds” was reviewed
and approved on the 2nd Special Shareholders’ General Meeting for 2012 on 5 Dec. 2012,
approving the Company to apply to National Association of Financial Market Institutional Investors
(“NAFMII”) for offering of short-term financing bonds not exceeding RMB 1.6 billion. On 7 May
2013, the Company received the “Registration Acceptance Notice” (ZSXZ [2013] No. CP171)
signed and issued by NAFMII on 3 May 2013. According to the Notice, NAFMII decided to accept
the registration of the Company’s short-term financing bonds, with the registered line valid within 2
years since the issue of the “Registration Acceptance Notice” by NAFMII. And the relevant
announcements (No. 2012-050 and No. 2013-033) were disclosed on Securities Times, Ta Kung
Pao (HK) and www.cninfo.com.cn dated 6 Dec. 2012 and 10 May 2013 respectively.
36
2014 Annual Report
The 2013 Phase I Short-term Financing Bonds were offered to the public on the national financial
market of bonds on 14 Jun. 2013, with the total par value at RMB 500 million, a term of 365 days,
RMB 100/bond and the coupon rate at 4.6%. The principals and interest would be paid at full
amount upon maturity. On 17 Jun. 2013, all the funds arrived at the account. The relevant
announcement (No. 2013-038) was disclosed on Securities Times, Ta Kung Pao (HK) and
www.cninfo.com.cn dated 18 Jun. 2013. The 2013 Phase I Short-term Financing Bonds had due on
17 Jun. 2014 and the Company had cashed the principal and interest of the short-term financing
bonds on the due date. And the relevant announcement (Announcement No. 2014-030) was
disclosed on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 18 Jun. 2014.
The 2014 Phase I Short-term Financing Bonds were offered to the public on the national financial
market of bonds on 26 Jun. 2014, with the total par value at RMB 400 million, a term of 365 days,
RMB 100/bond and the coupon rate at 5.0%. The principals and interest would be paid at full
amount upon maturity. On 27 Jun. 2014, all the funds arrived at the account. The relevant
announcement (No. 2014-034) was disclosed on Securities Times, Ta Kung Pao (HK) and
www.cninfo.com.cn dated 30 Jun. 2014.
37
2014 Annual Report
Section VI. Change in Shares & Shareholders
I. Changes in shares
1. Changes in shares
Unit: share
Before the change Increase (+)/ decrease (-) After the change
Issue of Reser
Bonus
Number Percentage addition ves to Other Sub-total Number Percentage
issue
al shares stocks
1.Shares subject to trading
361,966 0.056% 5,435 5,435 367,401 0.057%
moratorium
a. State-owned shares
b. State-owned legal person shares
c. Other domestic shares 361,966 0.056% 5,435 5,435 367,401 0.057%
Including: Shares held by domestic
legal persons
Shares held by domestic individuals 361,966 0.056% 5,435 5,435 367,401 0.057%
d. Shares held by overseas
shareholders
Including: Shares held by overseas
legal persons
Shares held by overseas individuals
2. Shares not subject to trading
644,401,764 99.944% -5,435 -5,435 644,396,329 99.943%
moratorium
a. Ordinary shares denominated in
464,867,324 72.099% 0 0 464,867,324 72.099%
RMB
b. Domestically listed foreign shares 179,534,440 27.845% -5,435 -5,435 179,529,005 27.844%
c. Overseas listed foreign shares
d. Others
3.Total shares 644,763,730 100% 644,763,730 100%
Reasons for the changes in shares: Changes of shares resulted from movement of senior
management staff: In May 2014.
2. Changes in restricted shares
Unit: share
Number of Number of Number of Number of
Date of
Name of restricted shares relieved increased restricted Reason of
restriction
shareholders at the restricted restricted shares at the restriction
relief
period-begin shares shares period-end
Zheng Shaoping 159,489 0 0 159,489 According to -
the Articles of
Zhang Jianguo 55,712 0 0 55,712 Association and -
the relevant
Ni Keqin 21,909 0 0 21,909 laws and -
Zhao Qiang 11,328 0 0 11,328 regulations -
38
2014 Annual Report
Nie Qi 0 0 64,057 64,057 -
Zhao Zhaoxiong 48,716 0 0 48,716 -
Wang Yongli 0 0 3,739 3,739 -
Zhang Fang 2,451 0 0 2,451 -
Xiong Haiming 62,361 62,361 0 0 15 Dec. 2014
Total 361,966 62,361 67,796 367,401 -- --
II. Issuance and listing of securities
Securities issues in the recent three years
Name of stock and
Date of Issuing price Amount of Amount approved Period for the
its derivative Public date
issuance (RMB/share) the issue for trading issue
securities
Corporate Bond
26 April 2012 100 5 million 1 Jun. 2012 5 million 3+2 years
for 2011 (Phase I)
Corporate Bond
18 Oct. 2013 100 5 million 26 Nov. 2013 5 million 3+2 years
for 2013 (Phase I)
Ⅲ. Shareholders and actual controller
1. Total number of shareholders and their shareholdings
Unit: share
Total number of 34,990 shareholders, with Total number of shareholders
35,379 shareholders, with 25,714
shareholders at the 25,940 being A-share at the end of the fifth trading
being A-share holders, and 9,665
end of the reporting holders, and 9,050 being day before the disclosure date
being B-share holders
period B-share holders of the annual report
Shareholdings of top ten shareholders (all being shareholders holding shares not subject to trading moratorium)
Shares not
Increase/dec Shares Type of
subject to
Nature of Percentage of rease in pledged or shares
Name of shareholder trading
shareholder shareholding reporting frozen (A, B, H
moratorium
period (share) or other)
(share)
CHINA NANSHAN
32.52% 0 209,687,067 0 A share
DEVELOPMENT (GROUP) INC.
SHENZHEN MALAI STORAGE
25% 0 161,190,933 0 A share
CO., LTD.
KEEN FIELD ENTERPRISES Foreign-
8.58% 0 55,314,208 Unknown B share
LIMITED funded
CMBLSA RE FTIF TEMPLETON Foreign-
7.43% 0 47,914,954 Unknown B share
ASIAN GRW FD GTI 5496 funded
CMBNA/STICHTING PENS FND Foreign-
0.54% 958,647 3,463,503 Unknown B share
ABP funded
Foreign-
GIC PRIVATE LIMITED 0.52% 3,360,777 3,360,777 Unknown B share
funded
DEUTSCHE BANK
0.44% 2,846,082 2,846,082 Unknown A share
AKTIENGESELLSCHAFT
TEMPLETON ASIAN GROWTH Foreign-
0.41% 0 2,657,852 Unknown B share
FUND funded
39
2014 Annual Report
BBH A/C VANGUARD
Foreign-
EMERGING MARKETS STOCK 0.4% 0 2,595,918 Unknown B share
funded
INDEX FUND
KUMPULAN WANG
Foreign-
PERSARAAN 0.37% 0 2,368,067 Unknown B share
funded
(DIPERBADANKAN)
Explanation on associated CMHI was a shareholder of CND Group., Shenzhen Malai Storage Co., Ltd. was a
relationship or/and persons acting in wholly-funded subsidiary of CMHI, and KFEL was also a wholly-funded subsidiary
concert among the above-mentioned of CMHI. Other than that, the Company does not know whether the other
shareholders: non-restricted shareholders are related parties or not.
2. Particulars about the controlling shareholder
Legal
Name of controlling representative Date of Registered
Organization code Business scope
shareholder / company establishment capital
principal
Port services,
bonded logistic and
China Merchants
cold chain services,
Holdings (International) Li Jianhong 28 May 1991 14602056-000-05-12-2 -
property
Co., Ltd.
development and
investment
China Merchants Holdings (International) Co., Ltd. (“CMHI”) is the largest public port
operator in China, as well as a leading one in the world. It has a sound port network
expanding across main coastal hub ports in China. It invests or invests and manages
wharfs in Hong Kong, Shenzhen, Ningbo, Shanghai, Qingdao, Tianjin, Xiamen Bay,
Basic introduction
Zhanjiang and other container hub ports, with its hands also successfully reaching out for
ports in South Asia, Africa, etc. Up until now, CMHI invests in over 27 ports and more
than 160 container berths and can handle nearly 80 million TEUs per year, accounting
for over 30% of the China Mainland market.
Shares held by the
controlling shareholder CMHI, the controlling shareholder of the Company, held 24.49% shares of Shanghai
in other listed International Port (Group) Co., Ltd., 25.54% shares of China International Marine
companies by holding or Containers (Group) Co., Ltd. and 4.55% shares of Ningbo Port Co., Ltd., 3.21% shares
shareholding during the of Qingdao Port International Co., Ltd.
reporting period
3. Particulars about the actual controller
Legal
Name of the Date of
representative Organization Registered
actual establis Business scope
/ company code capital
controller hment
principal
Lease and agency of water/land passenger-cargo
transportation, water/land conveyance and
facilities; investment and management of port
and storage business; salvage, refloatation and
tugboat; industrial production; construction,
China
14 Oct. RMB 12.15 repairing, checking and marketing of shipping,
Merchants Li Jianhong 10000522-0
1986 billion offshore petroleum drilling equipment; repairing
Group
and checking of drilling platform and drilling
container; overall contracting of water/land
construction projects and the related offshore
petroleum development projects, and their
construction organization and logistic services;
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2014 Annual Report
procurement, supply and sale of water/land
communication and transportation equipment;
export and import business of transportation;
investment and management of finance,
insurance, trust, securities, futures business;
investment and management of tourism, hotels,
catering services and relevant service; real
estate development, management and
consultancy of property; investment and
management of petroleum and chemical
industry; investment and operation of
infrastructure of communication; overseas
assets management. Development and
management of Shenzhen Shekou Industrial
Zone and Fujian Zhangzhou Development
Zone.
Currently, China Merchants Group focuses on three core business sectors, namely,
construction, operation and services concerning transportation & related
Basic introduction
infrastructure (ports, roads, energy transportation and logistics); financial investment
and management; and property development and management.
4. 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
32.52% of the 100% 100% 37.02%
Company's
Shenzhen Malai Keen Field China Nanshan Development
shares held by
Storage Co., Ltd. Enterprises Limited (Group) Incorporation
CND
25% 8.58% 32.52%
Shenzhen Chiwan Wharf Holdings Limited
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2014 Annual Report
5. Other corporate shareholders with a stake over 10%
Legal
Name of corporate representative / Date of Organization
Registered capital Business scope
shareholder company establishment code
principal
Land development, port
transportation, related
China Nanshan
manufacture,
Development Yu Liming 28 Sept. 1982 618832976 RMB 900 million
commerce, real estate,
(Group) Inc.
tourism, bonded yards
and warehouses, etc.
Logistics information
consulting for goods,
Shenzhen Malai
Wang Zhixian 14 Sept. 2006 792553729 HKD 30 million related technical
Storage Co., Ltd.
service, warehousing
projects (in preparation)
IV. Any shareholding increase plan proposed or implemented by any shareholder or its
act-in-concert party during the reporting period
To the best knowledge of the Company, no shareholder or its act-in-concert party proposed or
implemented any shareholding increase plan during the reporting period.
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2014 Annual Report
Section VII. Preferred Shares
□ Applicable √ Inapplicable
There was no any preferred share of the Company during the reporting period.
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2014 Annual Report
Section VIII. Directors, Supervisors, Senior Management Staff and Employees
I. Changes in shareholding of directors, supervisors and senior management staff
Number of
Number of
Shares held shares
shares held
Current/ Starting and ending at the increased/
Name Office title Sex Age at the
former dates of office term year-begin decreased at
period-end
(share) the reporting
(share)
period (share)
Zheng Chairman of
Current Male 52 May 2014 – May 2017 212,652 0 212,652
Shaoping the Board
Vice
Wang
Chairman of Current Male 50 May 2014 – May 2017 0 0 0
Zhixian
the Board
Li Yubin Director Current Male 43 May 2014 – May 2017 0 0 0
Zhang
Director Current Male 50 May 2014 – May 2017 74,282 0 74,282
Jianguo
Yin Independent
Current Male 50 May 2014 – May 2017 0 0 0
Kesheng Director
Independent
Su Qiyun Current Male 51 May 2014 – May 2017 0 0 0
Director
Li Independent
Current Male 46 May 2014 – May 2017 0 0 0
Changqing Director
Wen Ling Supervisor Current Female 50 May 2014 – May 2017 0 0 0
Zhao Jianli Supervisor Current Female 51 May 2014 – May 2017 0 0 0
Ni Keqin Supervisor Current Female 50 May 2014 – May 2017 29,211 0 29,211
Zheng
Supervisor Current Male 44 May 2014 – May 2017 0 0 0
Linwei
General
Zhao Qiang Current Male 53 May 2014 – May 2017 15,103 0 15,103
Manager
Vice General
Nie Qi Current Male 52 May 2014 – May 2017 85,409 0 85,409
Manager
Zhao Vice General
Current Male 49 May 2014 – May 2017 64,954 0 64,954
Chaoxiong Manager
Wang Vice General
Current Male 47 May 2014 – May 2017 4,985 0 4,985
Yongli Manager
Zhang Fang CFO Current Male 50 May 2014 – May 2017 3,267 0 3,267
Company
Bu Dan Current Female 37 May 2014 – May 2017 0 0 0
secretary
Zhang
Director Former Male 46 May 2014 – May 2017 0 0 0
Rizhong
Deng
Director Former Male 47 May 2014 – May 2017 0 0 0
Weidong
Independent
Li Wuzhou Former Male 75 May 2011 – May 2014 0 0 0
Director
Hao Independent
Former Male 62 May 2011 – May 2014 0 0 0
Zhujiang Director
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2014 Annual Report
Zhang Independent
Former Male 50 May 2011 – May 2014 0 0 0
Jianjun Director
supervisory
Yu Liming Board Former Male 52 May 2014 –Jan. 2015 0 0 0
Chairman
Vice General
Xiong Manager
Former Male 51 May 2011 – May 2014 83,147 0 83,147
Haiming Chief
Engineer
Vice General
Pan Ke Former Male 37 Oct. 2012 – Mar. 2014 0 0 0
Manager
Total -- -- -- -- -- 573,010 0 573,010
II. Particulars about important personnel
1. Main working experience of current directors, supervisors and senior management staff over the
past five years:
Chairman of the Board Mr. Zheng Shaoping majored in Maritime Law and graduated from
Dalian Marine College with a Master’s Degree, received an MBA from University of Wales. He
ever took posts of Vice GM of CND, Chairman of the Board of Shenzhen Chiwan Harbour
Container Co., Ltd., Vice GM, GM and Vice Chairman of the Board of the Company. Presently, he
acts as Executive Director & Vice GM of China Merchants Holdings (International) Company
Limited, Vice Chairman of China Merchants Bonded Logistics Co., Ltd., Chairman of the Board of
Shekou Container Terminals Ltd. and Chiwan Container Terminal Co., Ltd., and GM of Shenzhen
Chiwan Harbour Container Co., Ltd. Director of the Company since May 1999. GM of the
Company from Sept. 2004 to Jan. 2011. He was elected as Vice Chairman of the Company in Apr.
2010, and has been Chairman of the Board of the Company since Jan. 2011.
Vice Chairman of the Board of Mr. Wang Zhixian, Director Mr. Wang Zhixian graduated from
Tianjin University and Shanghai Jiao Tong University with a master’s degree in engineering and
then graduated from the Guanghua School of Management of Peking University with an MBA
degree. He has rich experience in port management. Joining China Merchants Holdings
(International) Company Limited (“CMHI”) in Jul. 1992, he was once a Vice GM of the Industrial
Management Department and the GM of the Company Planning Department of CMHI, a vice GM
of Shenzhen Mawan Port Services Co., Ltd., the Chairman and CEO of China Merchants
International Terminals Co., Ltd. Daxie Ningbo Port. D and the Managing Director of China
Merchants Port Service (Shenzhen) Co., Ltd. and Shenzhen Haixing Harbor Development Co., Ltd.,
Chairman of China Merchants Port Service (Shenzhen) Co., Ltd. and Shenzhen Haixing Harbor
Development Co., Ltd., Vice Chairman of Zhangzhou China Merchants Port Co., Ltd. He has been
a Director of the Company since Jan. 2013 and a Vice Chairman of the Company since May 2014.
Director Mr. Li Yubin graduated from Tianjin University with a bachelor’s degree in port &
sea-route engineering and a master’s degree in engineering management, and graduated in 2007
from the University of Hong Kong with a doctor’s degree in real estate and construction. He has
rich experience in port construction & operation and logistics management. Joining in CMHI in
2007, he was once an assistant to the GM of the R&D Department, the Overseas Operation
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2014 Annual Report
Department and the Planning & Business Department of CMHI and a Vice GM of China Merchants
Bonded Logistics Co., Ltd. He is now the Deputy chief economist and the GM of the Strategy and
Operations Management Department of the Planning & Business Department of CMHI. And he has
been a Director of the Company since Jan. 2013.
Director Mr. Zhang Jianguo graduated from Shanxi Finance & Economics Institute in accounting
with a bachelor’s degree in economics. Financial Manager of the Company since 1997, Chief
Financial Officer of the Company from Sept. 1999 to 31 Dec. 2012, and Vice GM of the Company
from Feb. 2011 to 31 Dec. 2012. He is now the CFO of CND Group. And he has been a Director of
the Company since Jan. 2013.
Independent Director of Mr. Yin Kesheng graduated from Zhongnan University of Economics
and Law with a master degree of economics and a doctor degree of Chinese Academy of Social
Sciences. He served at Shenzhen Securities Regulatory Bureau of CSRC from 1993 to 1998 in
charge of the study of the regulations of the securities market and the review and management of
listed companies; served as Director and Deputy GM at Penghua Fund Management Co., Ltd. from
1998 to 2008; served as GM at Golden Eagle Asset Management Co., Ltd. from 2010 to 2014. And
he has been an Independent Director of the Company since May 2014.
Independent Director of Mr. Su Qiyun graduated from Xiamen University of Department of Law
with a master degree of Civil and Commercial Law and a doctor degree of Wuhan University of
Law. He used to serve as Manager of Investment Department of Ping An Insurance Company of
China, as Cadres of Shenzhen Industry and Commerce Administration and now is founding partner
of Beijing Deheng (Shenzhen) Law Office. And he has been an Independent Director of the
Company since May 2014.
Independent Director of Mr. Li Changqing graduated from Xiamen University with a doctor
degree of Accounting, and also is a CPA, an excellent talent of new century of Ministry of
Department, a prominent talent of Xiamen as well as a guide tutor of Postdoctoral Centre of SSE.
He now is Department Head of Accounting of Xiamen University, professor and doctoral
supervisor. And he has been an Independent Director of the Company since May 2014.
Supervisor Ms. Wen Ling graduated from Southwestern University of Finance and Economics
with a postgraduate degree. She was once the Vice Financial Manager of China Merchants Port
Service (Shenzhen) Co., Ltd., the Financial Manager of Shenzhen Mawan Port Services Co., Ltd.
and the Vice Financial Manager of CMHI. Joining CMHI in 2004, she is now a senior vice GM of
the Financial Department of CMHI. And she has been a supervisor of the Company since Jan. 2013.
Supervisor Ms. Zhao Jianli has a bachelor’s degree in transportation management engineering and
a master’s degree in financial management of Xi’an Highway Institute. She was once the internal
control and audit manager, an assistant to the GM and a vice GM of CMHI. Joining CMHI in Sept.
2003, she is now the internal control and audit GM of CMHI. And she has been a supervisor of the
Company since Jan. 2013.
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2014 Annual Report
Supervisor Ms. Ni Keqin, joined Chiwan Container Terminal Co., Ltd. (“CCT”) in May 1993 and
took the positions of Manager Assistant, Deputy Manager as well as Manager of the Operation
Department and GM Assistant of CCT successively. Currently, Deputy GM of CCT and Supervisor
of the Company since May 2008.
Supervisor Mr. Zheng Linwei graduated from NJAU in 1992, with a bachelor degree of
Agricultural Foreign Trade and graduated from Shanghai Maritime University with MBA. He
used to act at the Harbor Division of the Company from Aug. 1993 since now and acted as
Chairman of Operation Room of Department II of Commercial Freight of the Harbor Division of
the Company, as Manager Assistant, Vice Manager, and Manager of Department II of Commercial
Freight. He now serves as Vice GM of Dongguan Shenzhen Chiwan Wharf Holdings Limited and
Dongguan Shenzhen Chiwan Terminal Co., Ltd. and as Manager of Department II of Commercial
Freight of the Harbor Division of the Company. And he has been a Supervisor of the Company
since May 2014.
General Manager Mr. Zhao Qiang got a Bachelor’s Degree of Land and Chemistry from Jilin
Agricultural University. Previously, he took posts of Vice GM, GM of Harbor Division of the
Company, Vice GM of Chiwan Shipping (HK) Co., Ltd., and Assistant General Manager of the
Company and now serves as Chairman of Dongguan Shenzhen Chiwan Wharf Holdings Limited
and Dongguan Shenzhen Chiwan Terminal Co., Ltd., Vice Chairman of China Overseas Harbor
Affairs (Laizhou) Co., Ltd., Director of Chiwan Wharf (HK) Co., Ltd. and Chiwan Shipping (HK)
Co., Ltd. He acted as Vice GM of the Company from Feb. 2011 to Oct. 2012, and has been a GM of
the Company since Oct. 2012.
Vice GM of Mr. Nie Qi graduated from Shanghai Maritime University with a master degree of
Engineering and from Tsinghua University Institute of Economic Management with a graduate
degree of Senior Management of Industrial and Commercial Management. He used to serve at
Shekou Merchants Port Service for a long time and joined in the Company in Aug. 1997 that used
to act as General Manager Assistant, Vice GM of the Harbor Division of the Company and
Assistant General Manager of the Company. He now serves as GM of the Harbor Division of the
Company and he has been a Vice GM of the Company since May 2014.
Vice GM of Mr. Zhao Chaoxiong graduated from Shanghai Maritime University with a bachelor
degree of Economy and from BUAA with a master degree. Positions such as Deputy Manager and
Manager of the Business Department of the Company, Vice GM of the Harbor Division of the
Company since Dec. 1999. He now serves as GM of Dongguan Shenzhen Chiwan Wharf Holdings
Limited and Dongguan Shenzhen Chiwan Terminal Co., Ltd. He acted as Supervisor of the
Company since Aug. 2009 to May 2014 and serves as Vice GM of the Company since May 2014.
Vice GM of Mr. Wang Yongli graduated from Tianjin University of Engineering with a bachelor
degree and is a senior economist. Positions such as Business Executive, Vice Manager, Manager of
Operation Department of the Company since Oct. 2002. And he has been a Vice GM of the
Company since May 2014.
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2014 Annual Report
CFO Mr. Zhang Fang graduated from Xi’an Highway Institute with a bachelor’s degree in finance
and accounting of transportation. Joining the Company in Mar. 1996, he was once the Financial
Manager of Shenzhen Chiwan Transportation Co., Ltd., Shenzhen Chiwan Harbor Container Co., Ltd. and
Chiwan Container Terminal Co., Ltd.. He has been the CFO of the Company since Jan. 2013.
Company Secretary Ms. Bu Dan got a Bachelor Degree of Accounting and a Master Degree of
Enterprise Management from Liaoning Technical University. She was Securities Affairs
Representative of the Company from Sept. 2003 to Aug. 2008, and GM of Enterprise Risk
Management of Deloitte Touche Tohmatsu CPA from Sept. 2008 to Oct. 2011. She has been
Company Secretary of the Company since Jan. 2012.
2. Taking positions in shareholder units
Remuneration or
Starting and ending allowance from
Name Shareholder unit Position in shareholder unit
dates of office term shareholder unit
(Yes/No)
Zheng Executive director Feb. 2012-now
CMHI Yes
Shaoping Vice GM Jan. 2013-now
Wang CMHI Vice GM Jul. 2012-now Yes
Zhixian Malai Storage Board Chairman Oct. 2012-now No
Deputy Chief Economist Mar. 2014-now Yes
Li Yubin CMHI GM of Strategy and
May 2012-now Yes
Operations Dept.
Zhang
CND Group CFO Jan. 2013-now Yes
Jianguo
CMHI Senior vice financial GM Sept. 2010-now Yes
Wen Ling
Malai Storage CFO Dec. 2012-now No
Internal control and audit
CMHI Jun. 2010-now Yes
Zhao Jianli GM
Malai Storage Supervisor Mar. 2013-now No
3. Taking positions in other units
Remuneration or
Position in Starting and ending allowance from
Name Other unit
other unit dates of office term other unit
(Yes/No)
Chiwan Container Terminal Co., Ltd. Chairman Mar. 2011-now No
Shenzhen Mawan Terminals Co., Ltd. Chairman Aug. 2011-now No
Zheng Shenzhen Mawan Port Services Co., Ltd. Chairman Aug. 2011-now No
Shaoping Shenzhen Mawan Wharf Co., Ltd. Chairman Aug. 2011-now No
Shekou Container Terminals Ltd. Chairman Apr. 2011-now No
China Merchants Bonded Logistics Co., Ltd. Vice Chairman Apr. 2010-now No
Wang Shenzhen Haiqin Engineering Management
Chairman Aug. 2012-now No
Zhixian Co., Ltd.
China Merchants Port Service (Shenzhen) Chairman Sept. 2012-now No
48
2014 Annual Report
Co., Ltd.
Shenzhen Haixing Harbor Development Co.,
Chairman Aug. 2012-now No
Ltd.
Zhangzhou China Merchants Port Co., Ltd. Vice Chairman May 2013-now No
Zhangjiang Port (Group) Co., Ltd. Vice Chairman Jun. 2014-now No
Ningbo Daxie China Merchants International
Director Jul. 2012-now No
Terminals Co., Ltd.
Shekou Container Terminals Ltd. Director Aug. 2012-now No
Li Yubin Shenzhen Mawan Wharf Co., Ltd. Director Sept. 2012-now No
China Merchants Holdings (International) Director
Apr. 2012-now No
Information Technology Co., Ltd.
China Development Finance Co., Ltd. Director Jul. 2013-now No
Zhang Convener of
Jianguo Shenzhen Chiwan Petroleum Supply Base the Supervisory May 2013-now No
Co., Ltd.
Committee
Vice Chairman
of the
Zhanjiang Port (Group) Co., Ltd. Nov. 2011-now No
Supervisory
Wen Committee
Ling Shenzhen Haiqin Engineering Management
Supervisor Sept. 2012-now No
Co., Ltd.
China Merchants Port Service (Shenzhen)
Supervisor Mar. 2008-now No
Co., Ltd.
China Merchants Port Service (Shenzhen)
Director Apr. 2010-now No
Co., Ltd.
Shekou Container Terminals Ltd. Director Sept. 2013-now No
Zhao Shenzhen Mawan Terminals Co., Ltd. Director Apr. 2013-now No
Jianli Shenzhen Mawan Port Services Co., Ltd. Director Apr. 2013-now No
Shenzhen Mawan Wharf Co., Ltd. Director Apr. 2013-now No
Grain Electronic Trade Center of China Grain
Supervisor Apr. 2014-now No
Merchants Group (Shenzhen)
III. Remuneration for directors, supervisors and senior management
1. Decision-making procedure, determining basis and actual payment for the remuneration of
directors, supervisors and senior management
(1) Decision-making procedure for the remuneration of directors, supervisors and senior
management:
Remunerations for the Company’s directors, supervisors and senior management shall be nominated
by the Board of Directors and determined upon review of the Remuneration and Appraisal
Committee. Allowance for Independent Directors is RMB 100,000/year (tax included), which has
been approved at the 2013 Annual General Meeting
(2) Determining basis for the remuneration of directors, supervisors and senior management
The modes and amounts of the remuneration for directors, supervisors and senior management are
determined according to the market levels with the post value, responsibilities, etc. taken into
account.
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2014 Annual Report
(3) Actual payment for the remuneration of directors, supervisors and senior management:
Salaries and independent director allowances were paid to directors, supervisors and senior
executives on a monthly basis. And the other bonuses were paid all at one time according to the
performance of each of them.
2. Remuneration of the directors, supervisors and senior management of the Company during the
reporting period
Unit: RMB’000
Total before-tax
Name Position Current/former remuneration gained
from the Company
Zheng Shaoping Chairman of the Board Current -
Wang Zhixian Vice Chairman of the Board Current -
Zhang Rizhong Director Current -
Deng Weidong Director Current -
Li Yubin Director Current 5.83
Zhang Jianguo Director Current 5.83
Yin Kesheng Independent director Current 5.83
Su Qiyun Independent director Current -
Li Changqing Independent director Current -
Wen Ling Supervisor Current 99
Zhao Jianli Supervisor Current 79.51
Ni Keqin Supervisor Current 142.23
Zheng Linwei Supervisor Current 96.96
Zhao Qiang GM Current 103.12
Nie Qi Vice GM Current 89.05
Zhao Chaoxiong Vice GM Current 78.98
Wang Yongli Vice GM Current 74.17
Zhang Fang CFO Current -
Bu Dan Company Secretary Current -
Li Wuzhou Independent director Former 4.17
Hao Zhujiang Independent director Former 4.17
Zhang Jianjun Independent director Former 4.17
Yu Liming Supervisory Board Chairman Former -
Xiong Haiming Chief Engineer of Vice GM Former 52.45
Pan Ke Vice GM Former 47.72
Total - - 893.19
※ As at the end of the reporting period, the actual remunerations paid to all the directors,
supervisors and senior executives of the Company stood at RMB 5,969,400..
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2014 Annual Report
The Company did not formulate any equity incentive plan during the reporting period.
IV. Directors, supervisors and senior management staff leaving office
Name Position Type Date Reason
General election of Board
Yin Kesheng Independent Director Elected 22 May 2014
of Directors
General election of Board
Su Qiyun Independent Director Elected 22 May 2014
of Directors
General election of Board
Li Changqing Independent Director Elected 22 May 2014
of Directors
General election of Board
Zheng Linwei Supervisor Elected 22 May 2014
of Supervisors
Li Wuzhou Independent Director Left as term expired 22 May 2014
Hao Zhujiang Independent Director Left as term expired 22 May 2014
Zhang Jianjun Independent Director Left as term expired 22 May 2014
Zhao Chaoxiong Vice GM Appointed and removed 22 May 2014
Nie Qi Vice GM Engaged 22 May 2014
Wang Yongli Vice GM Engaged 22 May 2014
Chief Engineer of Vice
Xiong Haiming Left as term expired 22 May 2014
GM
Pan Ke Vice GM Left 7 Mar. 2014 Change of job
Supervisory Board
Yu Liming Left 29 Jan. 2015 Change of job
Chairman
V. Particulars about work force
As at 31 December 2014, the Company had 1,744 employees, with 803 being university graduates
or above, 63 financial personnel, 61 salesmen, 260 technicians, 66 functional managers, 1294
production personnel. The Company did not need to pay remuneration or any fees for retired staff.
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2014 Annual Report
Section IX. Corporate Governance
I. Basic details of corporate governance
(I) Ever since its establishment, the Company has been in strict compliance with the company law
and securities law, as well as relevant laws and regulations issued by CSRC. And it has timely
formulated and amended its relevant management rules according to the Code of Corporate
Governance for Listed Companies, which are conscientiously and carefully executed. An effective
system of internal control has thus taken shape in the Company. Details about corporate governance
within the reporting period are set out as below:
1. According to the Company's business development, the need of work and requirements of related
laws and regulations of supervision department, the Company revised NO. 17, 67, 75, 106,111,113,
and 154 of Articles Of Association, the revision was reviewed and approved by the 7th Meeting
of the 7th Session of the Board of Directors on 27 Mar. 2014, and then was reviewed and approved
by the 2013 Annual General Meeting of Shareholders on 22 May 2014.
2. During the reporting period, according to the Company's business development and the need of
work, combined with the company's articles of association, the Company revised the Rules of
Procedure of the Shareholders' General Meeting, Rules of Procedure of the Board of Directors and
Work Instruction of General Manager. The revision was reviewed and approved by 2014 annual
2nd Special Meeting of the Board of Directors on 23 Apr. 2014, and then was reviewed and
approved by the 2013 Annual General Meeting of Shareholders on 22 May 2014.
3. In order to further perfect the Company governance structure, promote standard operation of the
Company, according to relevant regulations of Main Board Listed Company Standard Operation
Instructions of the Shenzhen Stock Exchange and Record Method of the Board of Directors of the
Shenzhen Stock Exchange (Revised in 2011), the Company revised and perfected the Associated
Business Decision-Making System and Work System of the Independent Director, the revision was
reviewed and approved by 2014 annual 2nd Special Meeting of the Board of Directors on 23 Apr.
2014, and then was reviewed and approved by the 2013 Annual General Meeting of Shareholders
on 22 May 2014.
4. During the reporting period, According to regulations of the Company Law and relevant laws and
administrative rules, the Company revised the Rules of Procedure of the Supervisors. The revision was
reviewed and approved by 2014 annual 1st Special Meeting of the Board of Directors on 23 Apr.
2014, and then was reviewed and approved by the 2013 Annual General Meeting of Shareholders
on 22 May 2014.
5. Shareholders and shareholders’ general meeting: the Company ensures that all the shareholders,
especially minority shareholders, are equal and could enjoy their full rights. The Company called
and held shareholders’ general meeting strictly in compliance with the Rules for Shareholders’
General Meeting.
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2014 Annual Report
6. Relationship between the controlling shareholder and the Company: controlling shareholder of
the Company acted in line with rules during the reporting period, did not intervened the decisions,
productions or operations of the Company directly or indirectly in exceeding the authority of the
shareholders’ general meeting, and did not appropriate any funds of the Company.
7. Directors and the Board of Directors: the Company elected directors in strict accordance with the
Articles of Association. Number and composition of members of the Board were in compliance
with relevant laws and regulations; all Directors attend Board meetings and shareholders’ general
meeting in a serious and responsible manner and participated enthusiastically relevant training so as
to know better about laws and regulations as well as the rights, obligations and liabilities of
Directors. The Company set up the Audit Committee as approved by the First Special Shareholders’
Meeting for Y2004 and the Nomination, Remuneration and Evaluation Committee and Strategy
Committee of the Board as approved by the Annual General Meeting for Y2005, with a view to
ensuring the efficient operation and scientific decision-making of the Board of Directors.
8. Supervisors and the Supervisory Committee: number and composition of the members of the
Supervisory Committee were in compliance with the requirements of laws and regulations. The
supervisors diligently and seriously performed their duties and obligations, took responsible
attitudes to all shareholders and supervised the financial affair as well as the performance by the
Company’s Directors, managers and other senior executives of their duties in compliance with the
laws and regulations.
9. Stakeholders: the Company fully respected and safeguarded the legal rights and interests of the
banks and other creditors, staff, consumers and other stakeholders so as to develop the Company in
a consistent and healthy way.
10. Information disclosure and transparency: the Company authorized the Company Secretary to
take charge of information disclosure, and the Chairman as well as related Directors to meet with
shareholders. The Company disclosed relevant information in a true, accurate, complete and timely
way in strict accordance with the requirements of laws, regulations and the Articles of Association,
formulated the Management Rules on Information Disclosure, the Management System on Inside
Information and Insiders and the Rules on the Management of Investors Relations, and designated
Securities Times, Ta Kung Pao and http://www.cninfo.com.cn as its newspaper and website for
information disclosure, so as to ensure all shareholders have equal opportunity to obtain the
information.
11. Corporate governance mechanisms and rules that the Company already established:
Articles of Association of the Company, Rules of Procedure for General Meetings, Working
Articles of Audit Committee of the Board of Directors, Working Rules of Annual Report for Audit
Committee of the Board of Directors, Working Articles for Nomination, Remuneration and
Evaluation Committee of the Board of Directors; Working Articles of Strategy Committee of the
Board of Directors, Working System for Independent Directors, Working Rules of Annual Report
for Independent Directors, Rules of Procedure for Supervisory Committee, Working Articles of
General Manager, Management System for Company Shares held by Directors, Supervisors and
Senior Executives and Its Changes, Management System of Foreign Investment, Decision-making
Mechanism of Related Transactions, Management System of Fund-raising, Management Rules on
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2014 Annual Report
Information Disclosure, Rules of Accountability for Significant Mistakes in Annual Report
Information Disclosure, Management System on Inside Information and Insiders, Internal Audit
System, Management System of Investors’ Relations, Specific System for Engaging Accountants,
Management Method of Financial Tools, Management System on Person in Charge of Finance and
CFO, Information Disclosure Management Rules for the Inter-bank Debt Financing Instrument, etc.
Details for the above systems please refer to website of the Company http://www.szcwh.com. There
isn’t difference between the actual circumstances of the Company and all established systems.
Since the foundation, the Company was consistently in strict accordance with Company Law and
relevant laws and regulations to make a standard operation, continued business-running in line with
relevant requirements of Corporate Governance Principle for Listed Companies and earnestly made
effort to protect profit and interests of shareholders and stakeholders.
12. Non-compliance of corporate governance standards by the Company
On 23 Apr. 2013, the “Proposal on Providing Undisclosed Information for the Majority
Shareholder” was reviewed and approved at the 5th Special Session of the 7th Board of Directors
for 2013. And the Company has kept a file of information insiders for management in strict
accordance with the “Rules for Management of Insider Information and Information Insiders”. The
aforesaid matter does not affect the independence of the Company and the Company will properly
provide relevant information according to the regulators’ requirements.
(II) Special campaigns for corporate governance & formulation and implementation of the
registration management rules for information insiders
1. Education exhibition of insider trading warning
On 3 Nov. 2014, the secretariat of the Board of Directors of the Company organized directors,
supervisors and senior management personnel and other departments may contact inside
information in total of about 20 staffs visit Shenzhen citizen center to participate Education
Exhibition of Insider Trading Warning organized by the China Securities Regulatory Commission,
The Ministry of Public Security and the SASAC, discipline inspection commission of China
securities regulatory commission, Shenzhen Securities Regulatory Bureau and Shenzhen Stock
Exchange. Through the exhibition, the Company’s directors, supervisors and senior management
personnel and other departments’ staffs, who had profound understanding of the harm of insider
trading. in the work and life in the future will pay more attention to the secrecy and the
management of the insider information and stay away from the illegal activities of insider trading.
The Company will continue to strictly register and manage according to the Insider Information and
Insider Control System.
2. Establishment and Execution of the Management Rules on Insider Information and Insiders
The Company established the Management Rules on Inside Information and Insiders in accordance
with the Articles of Association of the Company and other laws and regulations, which was
reviewed and approved at the Seventh Special Session of the Sixth Board of Directors for 2009 held
on 29 Oct. 2009. In compliance with the document requirement of Regulation on Establishing
Management Rules of Insiders Registration in Listed Company from CSRC, Notice on
54
2014 Annual Report
Establishing Management Rules of Insiders Registration from Shenzhen Securities Regulatory
Bureau and Memorandum of Information Disclosure No. 34— Management Issues on Insiders
Registration from Shenzhen Stock Exchange, the Company revised the Management Rules on
Inside Information and Insiders by connecting with the practice, which was reviewed and approved
at the First Special Session of the Seventh Board of Directors for 2012 on 27 Feb. 2012. The rules
set forth specific provisions regarding the management on information submitted to external entities.
No information insiders have been found trading the Company’s shares by taking advantage of
insider information.
II. Particulars about the annual shareholders’ general meeting and special shareholders’
general meetings held during the reporting period
Convening Disclosure Index to the
Session Name of proposal Resolution
date date disclosed
1. 2013 Annual Work Report of the Board of Directors;
2. 2013 Annual report and Abstract
3. 2013 Annual Work Report of the Supervisory Committee;
4. 2013 Annual Final Financial Report;
5. 2013 Annual Preplan for Profit Allocation and Dividend
Distribution;
6.Proposal on General Election of the Board of Directors
7.Proposal on General Election of the Independent Directors
8. Proposal on Allowances and Costs of the Independent Director
For the
9. Proposal on General Election of the Board of Supervisors
resolution
2013Annual 10. Proposal on Reengaging the CPAs Firm for 2014;
Reviewed announcement
Shareholders’ 22 May 11. Proposal on Signing Financial Services Agreement with China 22 May
and (No. 2014-026),
General 2014 Development Finance Company Limited; 2014
approved see
Meeting 12. Proposal on the Revision of the Articles of Association
http://www.cnin
13. Proposal on the Revision of Rules of Procedure of the
fo.com.cn
Shareholders' General Meeting
14. Proposal on the Revision of Rules of Procedure of the Board
of Directors
15. Proposal on the Revision of Work System of the Independent
Director
16. Proposal on the Revision of Rules of Procedure of the Board
of Supervisors
17. Proposal on the Revision of Associated Business
Decision-Making System
III. Performance of the Independent Directors
1. Particulars about the independent directors attending the board sessions and the shareholders’
general meetings
Particulars about the independent directors attending the board sessions
Sessions required Attendance by
Non-attendance in
to attend during Attendance in way of Attendance by Absence
Name person for two
the reporting person telecommunic proxy rate
consecutive times
period ation
YanKeSheng 4 2 2 0 0 No
Su Qiyun 4 2 2 0 0 No
Li Changqing 4 2 2 0 0 No
Li Wuzhou 3 1 2 0 0 No
55
2014 Annual Report
Hao Zhujiang 3 1 2 0 0 No
Zhang Jianjun 3 1 2 0 0 No
General meetings sat in on by
1
independent directors
2. Particulars about independent directors proposing objection on relevant events
During the reporting period, no independent directors proposed any objection on relevant events of
the Company.
3. Other explanations about the duty performance of independent directors
During the reporting period, all independent directors of the Company honestly performed their
duties and brought their roles as independent directors into full play by participating in discussions
on reports reviewed at board sessions and other issues of the Company, and proposed constructive
suggestions which had been adopted by the Company. They carefully reviewed and issued
independent opinions in written form on significant events such as material related-party
transactions in accordance with relevant requirements. In accordance with the requirements of
CSRC and Shenzhen Stock Exchange, the “Working Rules for Independent Directors” and the
“Working Rules for Independent Directors Concerning Annual Reports, they performed their
obligations with due diligence and fully oversaw the preparation and disclosure of the Annual
Report of the Company for 2013. Independent directors of the Company proactively performed
their duties, monitored the Company’s business and operation, actively protected the interests of
minority shareholders, and thus played significant roles in the scientific decision-making by the
Board of Directors. For details of performance by independent directors of their duties, please refer
to the work report of independent directors for 2014 as disclosed at http://www.cninfo.com.cn.
IV. Performance of the Special Committees under the Board during the reporting period
(I) Establishment, improvement and principal contents of the working rules for the Audit
Committee and performance of the Audit Committee
In accordance with the Company Law of the PRC, the Corporate Governance Principle for Listed
Companies, the Articles of Association and other relevant requirements, the Company established
the Audit Committee under its Board of Directors and formulated the Working Rules for the Audit
Committee of the Board (“Working Rules”) and the Working Practices for the Audit Committee of
the Board on Annual Report (“Working Practices”). The Working Rules and the Working Practices
set forth specific provisions regarding the composition, responsibility and authority,
decision-making process and rules of the Audit Committee and the works that need to be done in
preparing and auditing annual reports, which improved the Company’s corporate governance
structure and mechanism, reinforced the construction of internal control of the Company, and
brought into full play the critical role of the Audit Committee of the Board in preventing risks.
56
2014 Annual Report
1. The Audit Committee of the Company held a total of four meetings during the year, with details
as follows:
(1) On 25 Mar. 2014, the First Session of the Audit Committee of the Seventh Board of Directors
for 2014 was held at 9:00 a.m. at Conference Room I, 8/F., Chiwan Petroleum Building, Shenzhen,
at which the following proposals were reviewed and approved unanimously:
● “Internal Auditing Report of the Company for 2013” was reviewed and approved;
● “Internal Auditing Plan of the Company for 2014” was reviewed and approved;
● “Working Report of the Audit Committee of the Board in 2013” was reviewed and approved;
● “The Financial Statements of 2013” was reviewed and approved and was submitted to the Board
of Directors of the Company for approval;
● “Working Report of the Accounting Firm in 2013” was reviewed and approved and was
submitted to the Board of Directors of the Company for approval;
● “Report on the Change of the Accounting Firm for 2014” was reviewed and approved. The Audit
Committee continue employ Deloitte Touche Tohmatsu Certified Public Accountants LLP to
shoulder the audit of the annual financial statements and the internal audit for 2013. This proposal
was submitted to the Board of Directors of the Company for approval.
(2) On 22 May 2014, the First Session of the Audit Committee of the Eighth Board of Directors for
2014 was held at 4:40 p.m. at the Conference Room on 11/F., Chiwan Haiyun Building, Shenzhen,
at which the following proposals were reviewed and approved unanimously:
Proposal on the Election of the Convener of the Audit Committee of the Eighth Board of Directors,
Li Changqing was agreed to be elected as the convener of the Audit Committee of the Eighth Board
of Directors, and was submitted to the Board of Directors of the Company for approval.
(3) On 25 Aug. 2014, the Second Session of the Audit Committee of the Eighth Board of Directors
for 2014 was held at 9:00 a.m. at the Conference Room on 11/F., Chiwan Haiyun Building,
Shenzhen, at which the following proposals were reviewed and approved unanimously:
● “The Semi-Annual Financial Report for 2014 of the Company” was reviewed and approved and
was submitted to the Board of Directors of the Company for approval;
● “The Semi-Annual Internal Auditing Report of the Company for 2014” was reviewed and
approved.
(4) On 23 Dec. 2014, the First Special Session of the Audit Committee of the Eighth Board of
Directors for 2014 was held at 9:00 a.m. at Conference Room I, 8/F., Chiwan Petroleum Building,
Shenzhen, at which the Report on the Company’s Auditing Work of Finance and Internal Control
by Deloitte Touche Tohmatsu Certified Public Accountants LLP for 2014 was debriefed.
2. In accordance with relevant requirements of CSRC and Shenzhen Stock Exchange, the specific
working rules and procedure for the Audit Committee, during the reporting period, the Audit
Committee of the Board of the Company oversaw the auditing of the Annual Report of the
Company for 2013 with due diligence, details of which are as follows:
(1) Before the auditors started their work, the Audit Committee discussed with the principal auditor
of the accounting firm and determined, inter alia, the timing schedule for the auditing work of the
financial statements for the year.
57
2014 Annual Report
(2) The Audit Committee expressed its audit opinions two times on the annual financial statements
of the Company for 2013.
During the reporting period, the Audit Committee expressed its audit opinions two times on the
annual financial statements of the Company for 2013 in accordance with relevant requirements
from CSRC.
The Audit Committee reviewed the Financial Statements prepared by the Company and issued the
following opinions before the Auditors started their work: the Company was in full compliance
with relevant laws, regulations and the Articles of Association of the Company, the units and items
of the Company's financial statements to be consolidated were complete, and the consolidation
basis thereof was accurate and the information included in the Financial Statements submitted by
the Company was objective, comprehensive and true. The Company's accounting policies were
properly adopted and the accounting estimates made were reasonable. No significant mistake or
omission has been identified so far. Due to the time-lag between this review of Financial Statements
and the dates of the Auditors' Report, we suggest the Finance Department focus on and deal with
subsequent events properly in accordance with the New Enterprises Accounting Standards to ensure
the fairness, truthfulness and completeness of the Financial Statements.
After the Auditors issued their preliminary audit opinions, the Audit Committee reviewed the
Financial Statements again and issued the following opinions: the Company prepared the Financial
Statement in full compliance with the New Enterprise Accounting Standards and relevant
provisions of the financial control system of the Company, the procedures for the preparation of the
Financial Statements were reasonable and proper, which gave a true and fair view of the Company's
assets, liabilities, equity interests and operation results as at 31 December 2013. Information
included in the Financial Statements was objective and complete. Financial Statements for 2013
which was preliminarily audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP
may be submitted for review at the 5th Session of the Seventh Board of Directors.
(3) Supervision over the Auditing Work of the Accounting firm
The Audit Committee issued letters to Deloitte Touche Tohmatsu Certified Public Accountants LLP
on 27 Jan. and 26 Feb. 2014 respectively to urge them to produce their audit report in a timely
manner, so as to ensure the annual audit and information disclosure proceed as scheduled.
(4) Opinions on the Auditing Work Performed by the Accountants for the previous year
During the auditing period, the Audit Committee of the Board focused on the problems discovered
in process of audit, urged auditors to finish the preparation of their report within a prescribed period
of time and ensured the truthfulness, accuracy and completeness of the annual report. The Certified
Public Accountants issued a standard unqualified audit report on 27 Mar. 2014. The Audit
Committee considered that the Certified Public Accountants conducted their audit in accordance
with China’s Independent Auditing Standards, the audit time was sufficient, the deployment of the
auditors was appropriate and their practicing capability was excellent, and that the audit report
issued sufficiently reflected the Company's financial condition as at 31 Dec. 2013 and its operation
results and cash flows for the year 2013 and the audit conclusion made was in line with the actual
situation of the Company.
3. During the reporting period, the Audit Committee placed great emphasis on the establishment of
the internal control and supervision department of the Company and its personnel deployment. The
Audit Department was required to submit its working report for the previous year and working plan
for the current year to the Audit Committee and report the establishment and implementation of the
internal control system, which enabled the Audit Committee to understand the implementation and
effect of the internal control system. In addition, the Audit Committee advised on the improvement
58
2014 Annual Report
for the work of the Audit Department and the Company relating to internal control for the next year.
(II) Performance of the Nomination, Remuneration and Evaluation Committee
During the reporting period, the Nomination, Remuneration and Evaluation Committee under the
Board of Directors held a total of two meetings, details of which are as follows:
1. On 25 Mar. 2014, the Second Session of the Nomination, Remuneration and Evaluation
Committee of the Seventh Board of Directors for 2014 was held at 2:00 p.m. at Conference Room II,
8/F, Chiwan Petroleum Building, Shenzhen, at which the following proposals were reviewed and
approved:
●“The Working Report of the Nomination, Remuneration and Evaluation Committee of the Board
for 2014”;
●“The Report on the Remuneration of the Directors, Supervisors and Senior Management Staff for
2013”;
●“The Proposal on Examining Director Candidates”, and after submitted to the Board of Directors
of the Company for approval, joined the election of the Company’s general meeting of
shareholders;
2. On 22 May 2014, the First Session of the Nomination, Remuneration and Evaluation Committee
of the Eighth Board of Directors for 2014 was held at 2:00 p.m. at Conference Room I, 8/F, Chiwan
Petroleum Building, Shenzhen, at which the following proposals were reviewed and approved:
● “Proposal on the election of the convener of the Nomination, Remuneration and Evaluation
Committee of the Eighth Board of Directors”, and submitted to the Board of Directors of the
Company for approval;
●“Proposal on Hiring GM of the Company”, and submitted to the Board of Directors of the
Company for approval;
●“Proposal on Hiring Deputy GM of the Company”, and submitted to the Board of Directors of the
Company for approval;
●“Proposal on Hiring CFO of the Company”, and submitted to the Board of Directors of the
Company for approval;
●“Proposal on Hiring Secretary to the Board of the Company”, and submitted to the Board of
Directors of the Company for approval;
(III) Performance of the Strategy Committee
During the reporting period, the Strategy Committee under the Board of Directors held a total of
three meetings, details of which are as follows:
1. On 25 Mar. 2014, the First Session of the Strategy Committee of the Seventh Board of Directors
for 2014 was held at 3:00 p.m. at Conference Room I, 8/F, Chiwan Petroleum Building, Shenzhen,
at which the “Working Report of the Strategy Committee of the Board for 2013” and the “Business
Development Plan for 2014 to 2018” were reviewed and approved unanimously.
2. On 22 May 2014, the First Session of t the Strategy Committee of the Eighth Board of Directors
for 2014 was held at 4:55 p.m. at Conference Room I, 11/F, Chiwan Petroleum Building, Shenzhen,
at which “Proposal on the election of the convener of the Strategy Committee of the Eighth Board
of Directors” was reviewed and approved, Zheng Shaoping was agreed to elected as the convener of
59
2014 Annual Report
the Strategy Committee of the Eighth Board of Directors，and submitted to the Board of Directors
of the Company for approval;
3. On 25 Aug. 2014, the Second Session of t the Strategy Committee of the Eighth Board of
Directors for 2014 was held at 10:00 a.m. at Conference Room III, 11/F, Chiwan Petroleum
Building, Shenzhen, at which “Proposal on Adjusting the Way of Paying the Land Charge of
Machong port 2#-5# Berth Coastline” was reviewed and approved unanimously, and submitted to
the Board of Directors of the Company for approval;
During the reporting period, members of the Strategy Committee conducted research and advised
on the investment plans and assets operation projects related to the medium to long term
development strategy of the Company.
V. Performance of the Supervisory Committee
The Supervisory Committee has no objection on the supervised events during the reporting period.
VI. Particulars about the Company’s separation from the controlling shareholder in respect
of business, personnel, assets, organization and financial affairs
The Company is absolutely independent in business, personnel, assets, finance and organization
from its controlling shareholder. Details are set out as follows.
Separation in business: The Company has its own assets, personnel, qualifications and ability to
carry out operating activities and is able to operate independently in the market. Separation in
personnel: The Company has basically separated its staff from its controlling shareholder. No senior
management staff of the Company holds positions at controlling shareholder of the Company.
Separation in assets: The Company possesses its own self-governed assets and domicile. Separation
in organization: The Company has established and improved the corporate governance structure
according to law and has an independent and complete organizational structure. Separation in
finance: The Company has set up its own financial department as well as normative accounting
system and the financial management system on its subsidiaries. The Company has its own bank
accounts and does not share the same bank account with its controlling shareholder. The Company
has been paying tax in accordance with the laws and regulations on its own behalf.
VII. Horizontal competition
On 17 Sept. 2012, China Merchants Holdings (International) and CND Group signed the
“Agreement of China Merchants Holdings (International) Co., Ltd. and China Nanshan
Development (Group) Inc. Concerning Custody of Shares of Shenzhen Chiwan Wharf Holdings
Limited”. According to the Agreement, CND Group would entrust Merchants Holdings
(International) as a custodian with its A-shares in the Company (representing a stake of 57.52%).
On 27 Dec. 2012, CND Group and Malai Storage, a wholly-funded subsidiary of China Merchants
Holdings (International) Company Limited (“CMHI”), signed the . According to the Agreement, CND Group
transferred the 161,190,933 RMB-denominated common shares (a stake of 25%) it held in the
Company to Malai Storage. Upon completion of this equity transfer, CMHI held 209,687,067
60
2014 Annual Report
A-shares (a stake of 32.52%) in the Company, which were entrusted to CND Group for
management. Meanwhile, CMHI also indirectly held 55,314,200 B-shares (a stake of 8.58%) in the
Company through its wholly-funded subsidiary Keen Field Enterprises Limited. As such, CMHI
controls a stake of 66.10% in the Company.
China Merchants Holdings (International) Company Limited (“CMHI”) went public in the Stock
Exchange of Hong Kong in Jul. 1992. It is mainly engaged in handling of containers and bulk
cargos at ports, with the ports it invests in and manages covering Mainland China, Hong Kong,
China, Southeast Asia, Africa and some other regions. Within Shenzhen, there is some horizontal
competition between the Company and CMHI in the container terminal business in the port area of
West Shenzhen due to historical reasons; and there is also market competition with Yantian Port
and Dachanwan Port in Shenzhen. However, comparatively speaking, thanks to the coordination of
the actual controller China Merchants Group, the cooperation between the Company and CMHI is
greater than competition. The aforesaid management entrustment is mainly a response to the
deteriorating port markets. It is a strategic move to boost CMHI’s business in ports of West
Shenzhen, increase the Company’s overall market competitiveness, keep the operation of ports of
West Shenzhen in order and improve the market competition environment of the port area in West
Shenzhen.
CMHI has promised to completely solve the horizontal competition problem through asset
reorganization, etc. in the coming 3 to 5 years.
CMHI has been proactively exploring solutions to horizontal competition, including ensuring the
independency of Chiwan Wharf, further promoting the steady development among the ports in West
Shenzhen through enhancing the strategic coordination among them, and paying attention to the
interests of Chiwan Wharf’s shareholders. The Company will keep communicating with CMHI
proactively and perform its duty of information disclosure according to applicable laws and
regulations.
VIII. Performance Evaluation and Incentive Mechanism for Senior Management Staff
All senior management staff of the Company is appointed by the Board of Directors. The Board sets
up the Company’s business objectives and financial budget for each year and signs KPI contracts
accordingly with senior management staff. The Board then determines the incentive standards to
senior management staff according to their respective performance during the year.
61
2014 Annual Report
Section X. Internal Control
I. Internal control progress
Based on the Basic Norms for Internal Control of Enterprises and the mating guideline, the
Company worked out the “Work Plan for Internal Control of 2014”. The Company kept the original
two-tier internal control task group and changed some members. At the tier of the Company, the
task group was headed by the chairman of the board, with divisional leaders and departmental
leaders as the members for the internal control steering committee, and important professionals of
all functional departments as the members for the task group. At the tier of a subsidiary, the task
group was headed by the general manager of the subsidiary, with important professionals in the
subsidiary as the members for the task group.
In order to optimize the internal control system and improve the internal control capability,
according to the features and significant levels of its business lines, the scope of the Company’s
internal control task for 2014 was extended to cover various processes and links of its operation.
1. Subjects included in the internal control improvement and self-evaluation task for 2014 were: the
Company, Chiwan Container Terminal Co., Ltd., Shenzhen Chiwan Harbor Container Co. Ltd.,
Shenzhen Chiwan Terminal Co., Ltd., Shenzhen Chiwan Trans-Grains Terminal Limited,
Dongguan Chiwan Wharf Company Limited and Dongguan Chiwan Terminal Company Limited.
The combined assets of the aforesaid entities included in the appraisal scope accounted for 97% of
the Company’s total consolidated assets. And their combined operating revenue accounted for 91%
of the Company’s total consolidated operating revenue.
2. Internal control processes included in the internal control improvement and self-evaluation task
for 2014 were: the organizational structure, development strategy, human resources, social
responsibilities, corporate culture, capital operation, procurement, asset management, marketing,
R&D, engineering projects, guarantees, outsourcing, financial reporting, overall budget, contract
management, internal information transmission and the information system.
According to the contents and schedule of the work plan, internal control task groups, through
system design, The establishing process matrix, walk through testing, sampling test and other
measures, completed the defect-looking phase for the internal control improvement project, 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, formed a
corrective practicable plan It then, according to the results of its aforesaid work, prepared the
2014annual internal control self-evaluation report, which was later reviewed and approved at the 3rd
Session of the 8th Board of Directors.
The Company engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP to audit the
effectiveness of its 2014 financial reporting internal control. A standard auditor’s report with
unqualified opinion was issued by DDT and later disclosed by the Company as required by the
regulator.
62
2014 Annual Report
II. Board statement on its responsibility towards internal control
As required by the CSRC and Shenzhen Stock Exchange, the board made a statement on the
Company’s internal control self-evaluation report as follows:
According to the enterprise internal control regulations, it is the responsibility of the Board of
Directors to formulate, improve and effectively execute internal control; appraise its effectiveness;
and disclose internal control appraisal reports in compliance with the actual situation. The
Supervisory Committee supervises the internal control formulation and execution by the board and
the management organizes the daily operation of the internal control. The Board of Directors, the
Supervisory Committee, directors, supervisors and senior management staff of the Company ensure
that the internal control appraisal reports do not carry any false record, misleading statement or
material omission. And they are jointly and severally liable for the factuality, accuracy and
completeness of the contents carried in the reports.
The goal of internal control is to rationally ensure compliance of the Company’s operation with
laws and regulations, asset safety, and factuality and completeness of financial statements and the
relevant information; improve the operating efficiency and effects; and promote the materialization
of the development strategies. Due to the inherent limitations in internal control, it can only provide
rational guarantee for the aforesaid objectives. Meanwhile, internal control may become
inappropriate or be in less compliance with the internal control policy and procedures due to change
of the circumstances, so it is of certain risk to deduce the effectiveness of internal control in the
future according to internal control appraisal results.
III. Basis for the financial reporting internal control
Based on the Company Law, the Accounting Law, the Accounting Standards for Business
Enterprises, the Basic Norms for Internal Control of Enterprises & its mating guideline and the
Stock Listing Rules of Shenzhen Stock Exchange, as well as applicable laws, regulations, standards
and guidelines, and considering its actual situation, the Company has formulated a comparatively
sound financial reporting internal control system upon years of improvement. The system is based
on the financial management system, with relevant management rules as the control means and the
daily management system as the control guarantee.
The financial reporting internal control system includes: the Accounting Management Rules as the
basis; the Internal Control Rules for Monetary Funds, the Internal Audit Rules, the Approval Power
and Process for Significant Matters, the Management Rules for Fixed Assets, the Management
Rules for Outward Investments, the Bidding and Bidding Invitation Management Rules, the Overall
Budget Management Rules, the Decision-making Rules for Related-party Transactions, the
Management Rules for Raised Funds, the Accountability Mechanism for Material Errors in Annual
Report Disclosure, the Special Rules for Engaging a CPAs Firm, the Management Methods for
Financial Instruments, the Management Rules for Financial Chief and Accounting Chief, the
Information Disclosure Management Rules for the Inter-bank Debt Financing Instrument and other
rules, which have been executed to effectively control the financial reporting internal control system;
and the ISO9001 Quality Management System, the ISO14001 Environmental Management System,
the ISO28000 Supply Chain Safety Management System, the safety management rules and other
63
2014 Annual Report
daily management rules, which have formed a solid guarantee for the financial reporting internal
control system.
IV. Self-appraisal report on internal control
Particulars about significant defects of internal control found during the reporting period in the self-appraisal
report on internal control
There was no material weakness exists in financial report during reporting period.
Particulars about significant defects
of internal control found during the 27 Mar. 2015
reporting period in the self
Particulars about significant defects For specific content of the Internal Control Evaluation Report of 2014
of internal control found during the compiled by the Company, refer to the Company Internal Control
reporting period in the self Evaluation Report of 2014disclosed on www.cninfo.com.cn
V. Auditor’s report on internal control
Audit opinion paragraph in the Auditor’s Report for the Internal Control
We believe that Shenzhen Chiwan Wharf Holdings Limited has maintained effective internal control on
financial report in all significant respects according to the Basic Rules for Enterprise Internal Control and
relevant regulations on 31 Dec. 2014.
Disclosure date of the Auditor’s
27 Mar. 2015
Report on Internal Control
Disclosure index of the Auditor’s Details of the Internal Control Report of Shenzhen Chiwan Wharf
Report on Internal Control Holdings Limited was disclosed on www.cninfo.com.cn
VI. Formulation and execution of the accountability system for material mistakes in annual
report preparation
Pursuant to the Securities Law, the Administrative Methods for Information Disclosure of Listed
Companies and other laws and regulations, as well as the Company’s Articles of Association, the
Company has formulated the Accountability Mechanism for Material Errors in Annual Report
Disclosure, which was reviewed and approved at the Fifth Session of the Sixth Board of Directors
on 8 Apr. 2010. During the reporting period, the Company strictly executed the Accountability
Mechanism for Material Errors in Annual Report Disclosure, with no such cases as correction of
material accounting errors, supplementation due to material omissions or correction of performance
forecasts.
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2014 Annual Report
Section XI. Auditor's Report (See attached)
Type of audit opinion Standard unqualified
Date of signing audit report 26 Mar. 2015
Audit agency Deloitte Touche Tohmatsu Certified Public Accountants LLP
No. of audit report De Shi Bao (Shen) Zi (15) No. P0512
Name of CPA Li Weihua, Su Min
65
2014 Annual Report
Section XII. Documents for Reference
I. Financial Statements carrying the signatures and stamps of the Company Principal, the Chief
Financial Officer and the person in charge of accounting firm;
II. Original copy of the Auditor's Report stamped by the accounting firm and signed and stamped by
registered accountants;
III. Original copies of all documents and the announcements thereof disclosed in the reporting
period on “Securities Times” and “Ta Kung Pao”; and
IV. Original copy of the Annual Report signed by the Chairman.
For and on behalf of the Board
Zheng Shaoping
Chairman
Shenzhen Chiwan Wharf Holdings Limited
Dated 27 March 2015
66
SHENZHEN CHIWAN
WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND
AUDITORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2014
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2014
Contents Pages
Auditor's Report 1-2
The Company and Consolidated balance sheets 3-4
The Company and Consolidated income statements 5-6
The Company and Consolidated cash flow statements 7-8
The Company and Consolidated statements of changes in
shareholders' equity 9 - 10
Notes to the financial statements 11 - 110
AUDITOR'S REPORT
De Shi Bao (Shen) Zi (15) No. P0512
To the Shareholders of Shenzhen Chiwan Wharf Holdings Limited
We have audited the accompanying financial statements of Shenzhen Chiwan Wharf Holdings
Limited (hereinafter "Chiwan Wharf"), which comprise the company and consolidated balance
sheets as at 31 December 2014, and the company and consolidated income statements, the company
and consolidated statements of changes in shareholders' equity and the company and consolidated
cash flow statements for the year then ended, and the notes to the financial statements.
1. Management's responsibility for the financial statements
Management of Chiwan Wharf is responsible for the preparation and fair presentation of these
financial statements. This responsibility includes: (1) preparing the financial statements in
accordance with Accounting Standards for Business Enterprises to achieve fair presentation of the
financial statements; (2) designing, implementing and maintaining internal control which is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
2. Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with China Standards on Auditing. Those standards require that
we comply with the Code of Ethics for Chinese Public Accountants and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, we consider the internal control relevant to
the preparation and fair presentation of the financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
-1-
3. Opinion
In our opinion, the financial statements of Chiwan Wharf present fairly, in all material respects,
the company's and consolidated financial position as of 31 December 2014, and the company's and
consolidated results of operations and cash flows for the year then ended in accordance with
Accounting Standards for Business Enterprises.
Deloitte Touche Tohmatsu Chinese Certified Public Accountant:
Certified Public Accountants LLP
Shanghai, China Li Weihua
Chinese Certified Public Accountant:
Su Min
26 March 2015
The auditor's report and the accompanying financial statements are English translations of the
Chinese auditor's report and financial statements prepared in accordance with Accounting
Standards for Business Enterprises. These financial statements are not intended to present the
financial position and results of operations and cash flows in accordance with accounting principles
and practices generally accepted in other countries and jurisdictions. Where the English version
does not conform to the Chinese version, the Chinese version prevails.
-2-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
AT 31 DECEMBER 2014
Consolidated Balance Sheet
Unit: RMB
LIABILITIES AND
ASSETS Notes 2014 2013 SHAREHOLDERS' EQUITY Notes 2014 2013
Current Assets: Current Liabilities:
Currency funds (VI)1 468,635,486.47 715,539,516.48 Short-term borrowings (VI)21 - 550,340,000.00
Notes receivable (VI)2 2,500,000.00 200,000.00 Accounts payable (VI)22 77,447,853.13 138,194,522.12
Accounts receivable (VI)3 203,641,944.62 223,441,476.99 Advances (VI)23 31,818,775.21 793,291.30
Prepayments (VI)4 1,984,932.73 1,692,011.86 Employee benefits payable (VI)24 69,425,249.36 73,863,316.28
Interest receivable (VI)5 183,213.50 984,200.00 Taxes payable (VI)25 66,374,211.86 61,282,690.48
Dividends receivable (VI)6 - 3,334,985.50 Interest payable (VI)26 33,775,342.43 36,813,185.09
Other receivables (VI)7 42,321,002.73 12,579,679.85 Dividends payable (VI)27 199,830,762.29 77,208,156.09
Inventories (VI)8 19,090,168.61 21,253,356.18 Other payables (VI)28 85,558,954.41 59,144,474.30
Other current assets (VI)9 16,893,412.98 15,672,486.73 Non-current liabilities due within one year (VI)29 4,997,419.52 4,676,624.27
Total current assets 755,250,161.64 994,697,713.59 Other current liabilities (VI)30 400,000,000.00 500,000,000.00
Non-current Assets: Total current liabilities 969,228,568.21 1,502,316,259.93
Available-for-sale financial assets (VI)10 21,209,200.00 19,489,200.00 Non-current Liabilities:
Long-term equity investments (VI)11 1,493,340,275.05 1,560,688,285.03 Bonds payable (VI)31 995,110,137.02 993,510,137.00
Investment property (VI)12 31,031,939.45 32,247,721.85 Special payables (VI)32 47,002,997.66 72,917,084.77
Fixed assets (VI)13 3,319,843,271.66 2,828,481,942.32 Deferred income (VI)33 47,337,896.36 48,594,551.13
Construction in progress (VI)14 34,582,369.45 615,064,297.08 Deferred tax liabilities (VI)18 1,545,000.00 1,115,000.00
Intangible assets (VI)15 950,021,585.10 986,041,335.51 Total non-current liabilities 1,090,996,031.04 1,116,136,772.90
Goodwill (VI)16 10,858,898.17 10,858,898.17 TOTAL LIABILITIES 2,060,224,599.25 2,618,453,032.83
Long-term prepaid expenses (VI)17 58,077,245.85 56,030,458.79 SHAREHOLDERS' EQUITY:
Deferred tax assets (VI)18 26,941,859.72 68,259,696.74 Share capital (VI)34 644,763,730.00 644,763,730.00
Other non-current assets (VI)19 234,667,393.59 174,669,665.62 Capital reserve (VI)35 162,698,555.65 162,698,555.65
Total non-current assets 6,180,574,038.04 6,351,831,501.11 Other Comprehensive Income (VI)36 (8,977,146.43) (10,267,569.50)
Special reserve (VI)37 2,219,777.52 2,194,178.40
Surplus reserve (VI)38 520,074,434.56 483,685,708.52
Unappropriated profit (VI)39 2,794,519,480.29 2,664,771,789.70
Total shareholders' equity attributable to equity
4,115,298,831.59 3,947,846,392.77
holders of the parent
Minority interests 760,300,768.84 780,229,789.10
TOTAL SHAREHOLDERS' EQUITY: 4,875,599,600.43 4,728,076,181.87
TOTAL LIABILITIES AND
TOTAL ASSETS 6,935,824,199.68 7,346,529,214.70 6,935,824,199.68 7,346,529,214.70
SHAREHOLDERS' EQUITY
The accompanying notes form an integral part of the financial statements.
The financial statements on pages 3 to 110 were signed by the following:
Legal Representative：Zheng Shaoping
Chief Financial Officer：Zhang Fang
Head of Accounting Department：Li Li
-3-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
AT 31 DECEMBER 2014
Balance Sheet of the Company
Unit: RMB
LIABILITIES AND
ASSETS Notes 2014 2013 SHAREHOLDERS' EQUITY Notes 2014 2013
Current Assets: Current Liabilities:
Currency funds 281,427,034.32 465,329,241.75 Accounts payable 14,948,575.64 13,161,494.19
Notes receivable - 200,000.00 Advances 1,214,888.00 5,338.70
Accounts receivable (XV)1 12,114,724.37 18,217,533.28 Employee benefits payable 41,375,574.26 38,994,601.11
Prepayments 175,000.00 - Taxes payable 359,758.06 503,982.43
Interest receivable 152,533.34 908,584.00 Interest payable 36,181,574.83 40,521,068.16
Dividends receivable 218,805,886.23 86,760,083.07 Other payables 266,554,498.30 391,049,559.49
Other receivables (XV)2 826,175,209.04 825,316,780.47 Other current liabilities 400,000,000.00 500,000,000.00
Inventories 824,171.90 979,620.41 Total current liabilities 760,634,869.09 984,236,044.08
Other current assets 98,303.47 - Non-current Liabilities:
Total current assets 1,339,772,862.67 1,397,711,842.98 Bonds payable 995,110,137.02 993,510,137.00
Non-current Assets: Deferred tax liabilities 1,545,000.00 1,115,000.00
Available-for-sale financial assets 21,209,200.00 19,489,200.00 Total non-current liabilities 996,655,137.02 994,625,137.00
Long-term receivables 11,004,284.75 11,004,284.75 TOTAL LIABILITIES 1,757,290,006.11 1,978,861,181.08
Long-term equity investments (XV)3 2,124,318,151.59 2,235,866,791.91 SHAREHOLDERS' EQUITY
Investment property 23,668,903.59 24,628,337.91 Share capital 644,763,730.00 644,763,730.00
Fixed assets 184,439,928.48 133,867,730.53 Capital reserve 204,296,719.24 149,910,827.18
Construction in progress 3,621,969.65 3,007,894.20 Other Comprehensive Income 4,735,000.00 3,445,000.00
Intangible assets 66,559,896.74 58,638,559.13 Special reserve - 120,437.30
Long-term prepaid expenses 4,871,223.29 5,750,647.61 Surplus reserve 520,074,434.56 483,685,708.52
Deferred tax assets - 38,820,787.38 Unappropriated profit 648,306,530.85 667,999,192.32
TOTAL SHAREHOLDERS'
Total non-current assets 2,439,693,558.09 2,531,074,233.42 2,022,176,414.65 1,949,924,895.32
EQUITY
TOTAL LIABILITIES AND
TOTAL ASSETS 3,779,466,420.76 3,928,786,076.40 3,779,466,420.76 3,928,786,076.40
SHAREHOLDERS' EQUITY
The accompanying notes form an integral part of the financial statements.
-4-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2014
Consolidated Income Statement
Unit: RMB
ITEM Notes 2014 2013
I. Revenue 1,804,766,176.31 1,780,774,836.30
Including: Operating income (VI)40 1,804,766,176.31 1,780,774,836.30
Less: Operating costs (VI)40 983,886,550.05 910,134,739.90
Business taxes and surcharges (VI)41 8,050,196.20 6,761,096.81
General and administrative expenses (VI)42 155,757,115.05 165,246,053.81
Financial expenses (VI)43 77,630,799.99 40,956,491.50
Impairment losses of assets (VI)44 20,933.36 448,204.74
Add: Investment income (VI)45 92,448,549.62 102,054,621.30
Including: Income from investments in associates
(VI)45 88,168,549.62 97,910,121.30
and joint ventures
II. Operating profit 671,869,131.28 759,282,870.84
Add: Non-operating income (VI)46 5,428,171.15 2,848,306.47
Including: Gains from disposal of non-current assets (VI)46 24,167.60 24,433.38
Less: Non-operating expenses (VI)47 4,759,566.32 2,142,654.06
Including: Losses from disposal of non-current assets (VI)47 4,388,305.14 1,721,447.10
III. Gross profit 672,537,736.11 759,988,523.25
Less: Income tax expenses (VI)48 142,747,236.17 117,508,608.50
IV. Net profit 529,790,499.94 642,479,914.75
Net profit attributable to shareholders of the parent 417,594,271.33 502,894,547.79
Profit or loss attributable to minority shareholders 112,196,228.61 139,585,366.96
V. Amount of Other Comprehensive Net Income After Tax: (VI)49 1,290,423.07 169,648.00
Amount of other comprehensive net income after tax attributable
1,290,423.07 169,648.00
to equity holders of the parent
(I) Other comprehensive income that will not be reclassified
- -
subsequently to profit or loss
(i) Change as a result of remeasurement of the net defined
- -
benefit plan liability or asset
(ii) Share of other comprehensive income of the investee under
the equity method that will not be reclassified to profit or - -
loss
(II) Other comprehensive income that will be reclassified
1,290,423.07 169,648.00
subsequently to profit or loss
(i) Share of other comprehensive income of the investee under
- -
the equity method that will be reclassified to profit or loss
(ii) Gains or losses on changes in fair value of
1,290,000.00 277,500.00
available-for-sale financial assets
(iii) Translation differences of financial statements denominated
423.07 (107,852.00)
in foreign currencies
Amount of other comprehensive net income after tax attributable
- -
to minority shareholders
VI. Total comprehensive income attributable to: 531,080,923.01 642,649,562.75
Shareholders of the parent 418,884,694.40 503,064,195.79
Minority shareholders 112,196,228.61 139,585,366.96
VII. Earnings per share:
(I) Basic earnings per share 0.648 0.780
(II) Diluted earnings per share 0.648 0.780
The accompanying notes form an integral part of the financial statements.
-5-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2014
Income Statement of the Company
Unit: RMB
ITEM Notes 2014 2013
I. Revenue (XV)4 227,726,250.81 155,089,767.54
Less: Operating costs (XV)4 177,966,749.30 145,436,954.76
Business taxes and surcharges 5,032,297.52 3,695,843.70
General and administrative expenses 59,480,636.17 58,199,111.70
Financial expenses 28,603,489.73 20,545,208.95
Impairment loss of assets - 161,950.98
Add: Investment income (XV)5 359,402,711.86 438,076,114.97
Including: Income from investments in associates
(XV)5 42,120,784.92 39,646,172.10
and joint ventures
II. Operating profit 316,045,789.95 365,126,812.42
Add: Non-operating income 2,105,413.98 815,606.53
Including: Gains from disposal of non-current
assets 24,167.60 18,713.48
Less: Non-operating expenses 4,020,580.73 815,093.97
Including: Losses from disposal of non-current assets 4,020,530.73 815,073.97
III. Gross profit 314,130,623.20 365,127,324.98
Less: Income tax expenses 45,976,703.93 1,240,064.59
IV. Net profit 268,153,919.27 363,887,260.39
V. Amount of Other Comprehensive Net Income After Tax: 1,290,000.00 277,500.00
(I) Other comprehensive income that will not be
reclassified subsequently to profit or loss - -
(i) Change as a result of remeasurement of the net
defined benefit plan liability or asset - -
(ii) Share of other comprehensive income of the investee
under the equity method that will not be reclassified to - -
profit or loss
(II) Other comprehensive income that will be reclassified
subsequently to profit or loss 1,290,000.00 277,500.00
(i) Share of other comprehensive income of the investee
under the equity method that will be reclassified to - -
profit or loss
(ii) Gains or losses on changes in fair value of
available-for-sale financial assets 1,290,000.00 277,500.00
(iii) Translation differences of financial statements
denominated in foreign currencies - -
VI. Total comprehensive income 269,443,919.27 364,164,760.39
The accompanying notes form an integral part of the financial statements.
-6-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2014
Consolidated Cash Flow Statement
Unit: RMB
ITEM Notes 2014 2013
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 1,894,151,822.20 1,859,560,512.28
Other cash receipts relating to operating activities (VI)51(1) 26,732,206.02 8,286,664.30
Sub-total of cash inflows 1,920,884,028.22 1,867,847,176.58
Cash payments for goods purchased and services received 559,027,388.27 479,065,965.58
Cash payments to and on behalf of employees 321,778,361.43 297,009,105.80
Payments of all types of taxes 141,052,550.54 126,936,297.18
Other cash payments relating to operating activities (VI)51(2) 80,710,580.24 67,657,510.79
Sub-total of cash outflows 1,102,568,880.48 970,668,879.35
Net Cash Flows from Operating Activities (VI)52(1) 818,315,147.74 897,178,297.23
II. Cash Flows from Investing Activities:
Cash receipts from investments income 159,676,390.80 67,052,532.55
Net cash receipts from disposal of fixed assets, intangible assets
883,470.00 2,866,775.11
and other long-term assets
Sub-total of cash inflows 160,559,860.80 69,919,307.66
Cash payments to acquire or construct fixed assets, intangible
223,690,273.38 405,953,935.88
assets and other long-term assets
Sub-total of cash outflows 223,690,273.38 405,953,935.88
Net Cash Flows from Investing Activities (63,130,412.58) (336,034,628.22)
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 554,240,000.00 927,597,800.00
Cash receipts from issue of bonds 398,800,000.00 994,500,000.00
Sub-total of cash inflows 953,040,000.00 1,922,097,800.00
Cash repayments of borrowings 1,611,355,000.00 1,715,978,100.00
Cash payments for distribution of dividends or profit or interest 344,236,152.00 362,918,289.45
Including: Payments for distribution of dividends or profit to minorities - 66,317,742.55
Other cash payments relating to financing activities (VI)51(3) 229,424.00 339,392.00
Sub-total of cash outflows 1,955,820,576.00 2,079,235,781.45
Net Cash Flows from Financing Activities (1,002,780,576.00) (157,137,981.45)
IV. Effect of Foreign Exchange Rate Changes on Cash and Cash
691,810.83 (3,321,738.62)
Equivalents
V. Net Increase in Cash and Cash Equivalents (246,904,030.01) 400,683,948.94
Add: Opening balance of Cash and Cash Equivalents (VI)52(2) 715,539,516.48 314,855,567.54
VI. Closing Balance of Cash and Cash Equivalents (VI)52(2) 468,635,486.47 715,539,516.48
The accompanying notes form an integral part of the financial statements.
-7-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2014
Cash Flow Statement of the Company
Unit: RMB
ITEM Notes 2014 2013
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 247,382,767.55 160,730,884.14
Other cash receipts relating to operating activities 997,057,833.46 546,048,324.98
Sub-total of cash inflows 1,244,440,601.01 706,779,209.12
Cash payments for goods purchased and services received 103,564,354.33 93,434,284.63
Cash payments to and on behalf of employees 110,544,071.65 82,648,207.00
Payments of all types of taxes 12,667,812.28 7,005,330.73
Other cash payments relating to operating activities 1,061,199,695.03 977,070,461.40
Sub-total of cash outflows 1,287,975,933.29 1,160,158,283.76
Net Cash Flows from Operating Activities (XV)8 (43,535,332.28) (453,379,074.64)
II. Cash Flows from Investing Activities:
Cash receipts from investments income 291,405,549.02 478,419,013.06
Net cash receipts from disposal of fixed assets, intangible assets
2,065,466.52 161,756.90
and other long-term assets
Cash receipts from disposal of subsidiaries and other business units 533,316.45 -
Sub-total of cash inflows 294,004,331.99 478,580,769.96
Cash payments to acquire or construct fixed assets,
4,356,396.16 6,281,545.75
intangible assets and other long-term assets
Cash payments to acquire investments - 100,000,000.00
Sub-total of cash outflows 4,356,396.16 106,281,545.75
Net Cash Flows from Investing Activities 289,647,935.83 372,299,224.21
III. Cash Flows from Financing Activities:
Cash receipts from borrowings - 249,335,800.00
Cash receipts from issue of bonds 398,800,000.00 994,500,000.00
Sub-total of cash inflows 398,800,000.00 1,243,835,800.00
Cash repayments of borrowings 500,000,000.00 576,886,100.00
Cash payments for distribution of dividends or profit or interest 328,857,854.70 269,840,793.57
Other cash payments relating to financing activities 229,424.00 339,392.00
Sub-total of cash outflows 829,087,278.70 847,066,285.57
Net Cash Flows from Financing Activities (430,287,278.70) 396,769,514.43
IV. Effect of Foreign Exchange Rate Changes on Cash
272,467.72 (152,847.10)
and Cash Equivalents
V. Net Increase in Cash and Cash Equivalents (183,902,207.43) 315,536,816.90
Add: Opening balance of Cash and Cash Equivalents (XV)8 465,329,241.75 149,792,424.85
VI. Closing Balance of Cash and Cash Equivalents (XV)8 281,427,034.32 465,329,241.75
The accompanying notes form an integral part of the financial statements.
-8-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2014
Consolidated Statement of Changes in Shareholders' Equity
Unit: RMB
2014 2013
Attributable to shareholders of the parent Attributable to shareholders of the parent
Other Total Other Total
comprehensive Special Unappropriated Minority shareholders' comprehensive Special Unappropriated Minority shareholders'
ITEM Share capital Capital reserve income reserve Surplus reserve profit Others interests equity Share capital Capital reserve income reserve Surplus reserve profit Others interests equity
I. Closing balance of the preceding year 644,763,730.00 166,143,555.65 - 2,194,178.40 483,685,708.52 2,664,771,789.70 (13,712,569.50) 780,229,789.10 4,728,076,181.87 644,763,730.00 165,866,055.65 - 1,394,831.60 464,704,268.52 2,414,907,916.91 (13,604,717.50) 786,977,820.26 4,465,009,905.44
Add: Changes in accounting policies - (3,445,000.00) (10,267,569.50) - - - 13,712,569.50 - - - (3,167,500.00) (10,437,217.50) - - - 13,604,717.50 - -
Corrections of prior period errors - - - - - - - - - - - - - - - - - -
Others - - - - - - - - - - - - - - - - - -
II. Opening balance of the year 644,763,730.00 162,698,555.65 (10,267,569.50) 2,194,178.40 483,685,708.52 2,664,771,789.70 - 780,229,789.10 4,728,076,181.87 644,763,730.00 162,698,555.65 (10,437,217.50) 1,394,831.60 464,704,268.52 2,414,907,916.91 - 786,977,820.26 4,465,009,905.44
III. Changes for the year - - 1,290,423.07 25,599.12 36,388,726.04 129,747,690.59 - (19,929,020.26) 147,523,418.56 - - 169,648.00 799,346.80 18,981,440.00 249,863,872.79 - (6,748,031.16) 263,066,276.43
(I) Total comprehensive income - - 1,290,423.07 - - 417,594,271.33 - 112,196,228.61 531,080,923.01 - - 169,648.00 - - 502,894,547.79 - 139,585,366.96 642,649,562.75
(II) Contributions and reduction in capital - - - - - - - - - - - - - - - - - -
1. Capital contribution from shareholders - - - - - - - - - - - - - - - - - -
2. Share-based payment recognised in
- - - - - - - - - - - - - - - - - -
shareholders' equity
3. Others - - - - - - - - - - - - - - - - - -
(III) Profit distribution - - - - 36,388,726.04 (287,846,580.74) - (132,168,078.54) (383,625,933.24) - - - - 18,981,440.00 (253,030,675.00) - (146,289,137.91) (380,338,372.91)
1. Transfer to surplus reserve - - - - 36,388,726.04 (36,388,726.04) - - - - - - - 18,981,440.00 (18,981,440.00) - - -
2. Transfer to general reserve - - - - - - - - - - - - - - - - - -
3. Distributions to shareholders - - - - - (251,457,854.70) - (132,168,078.54) (383,625,933.24) - - - - - (234,049,235.00) - (146,289,137.91) (380,338,372.91)
4. Others - - - - - - - - - - - - - - - - - -
(IV) Transfers within shareholders' equity - - - - - - - - - - - - - - - - - -
1. Capitalisation of capital reserve - - - - - - - - - - - - - - - - - -
2. Capitalisation of surplus reserve - - - - - - - - - - - - - - - - - -
3. Loss made up by surplus reserve - - - - - - - - - - - - - - - - - -
4. Others - - - - - - - - - - - - - - - - - -
(V) Special reserve - - - 25,599.12 - - - 42,829.67 68,428.79 - - - 799,346.80 - - - (44,260.21) 755,086.59
1. Withdrawn in the period - - - 15,335,522.96 - - - 4,177,359.95 19,512,882.91 - - - 14,841,719.02 - - - 4,847,619.51 19,689,338.53
2. Utilized in the period - - - (15,309,923.84) - - - (4,134,530.28) (19,444,454.12) - - - (14,042,372.22) - - - (4,891,879.72) (18,934,251.94)
(VI) Others - - - - - - - - - - - - - - - - - -
IV. Closing balance of the year 644,763,730.00 162,698,555.65 (8,977,146.43) 2,219,777.52 520,074,434.56 2,794,519,480.29 - 760,300,768.84 4,875,599,600.43 644,763,730.00 162,698,555.65 (10,267,569.50) 2,194,178.40 483,685,708.52 2,664,771,789.70 - 780,229,789.10 4,728,076,181.87
The accompanying notes form an integral part of the financial statements.
-9-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2014
Statement of Changes in Shareholders' Equity of the Company
Unit: RMB
2014 2013
Other Total Other Total
Capital comprehensive Special Surplus Unappropriated shareholders' comprehensive Special Unappropriated shareholders'
ITEM Share capital reserve income reserve reserve profit equity Share capital Capital reserve income reserve Surplus reserve profit equity
I. Closing balance of the preceding year - 120,437.30 667,999,192.32 1,949,924,895.32 644,763,730.00 153,078,327.18 - 240,348.59 464,704,268.52 557,142,606.93 1,819,929,281.22
644,763,730.00 153,355,827.18 483,685,708.52
Add: Changes in accounting policies - (3,445,000.00) 3,445,000.00 - - - - - (3,167,500.00) 3,167,500.00 - - - -
Corrections of prior period errors - - - - - - - - - - - - - -
Others - - - - - - - - - - - - - -
II. Opening balance of the year 3,445,000.00 120,437.30 667,999,192.32 1,949,924,895.32 644,763,730.00 149,910,827.18 3,167,500.00 240,348.59 464,704,268.52 557,142,606.93 1,819,929,281.22
644,763,730.00 149,910,827.18 483,685,708.52
III. Changes for the year - 54,385,892.06 1,290,000.00 (120,437.30) 36,388,726.04 (19,692,661.47) 72,251,519.33 - - 277,500.00 (119,911.29) 18,981,440.00 110,856,585.39 129,995,614.10
(I) Total comprehensive income - - 1,290,000.00 - - 268,153,919.27 269,443,919.27 - - 277,500.00 - - 363,887,260.39 364,164,760.39
(II) Contributions and reduction in capital - - - - - - - - - - - - - -
1. Capital contribution from shareholders - - - - - - - - - - - - - -
2. Share-based payment recognised in
- - - - - - - - - - - - - -
shareholders' equity
3. Others - - - - - - - - - - - - - -
(III) Profit distribution - - - - 36,388,726.04 (287,846,580.74) (251,457,854.70) - - - - 18,981,440.00 (253,030,675.00) (234,049,235.00)
1. Transfer to surplus reserve - - - - 36,388,726.04 (36,388,726.04) - - - - - 18,981,440.00 (18,981,440.00) -
2. Transfer to general reserve - - - - - - - - - - - - - -
3. Distributions to shareholders - - - - - (251,457,854.70) (251,457,854.70) - - - - - (234,049,235.00) (234,049,235.00)
4. Others - - - - - - - - - - - - - -
(IV) Transfers within shareholders' equity - - - - - - - - - - - - - -
1. Capitalisation of capital reserve - - - - - - - - - - - - - -
2. Capitalisation of surplus reserve - - - - - - - - - - - - - -
3. Loss made up by surplus reserve - - - - - - - - - - - - - -
4. Others - - - - - - - - - - - - - -
(V) Special reserve - - - (120,437.30) - - (120,437.30) - - - (119,911.29) - - (119,911.29)
1. Withdrawn in the period - - - 2,362,146.80 - - 2,362,146.80 - - - 2,044,199.16 - - 2,044,199.16
2. Utilized in the period - - - (2,482,584.10) - - (2,482,584.10) - - - (2,164,110.45) - - (2,164,110.45)
(VI) Others - 54,385,892.06 - - - - 54,385,892.06 - - - - - - -
IV. Closing balance of the year 644,763,730.00 204,296,719.24 4,735,000.00 - 648,306,530.85 2,022,176,414.65 644,763,730.00 149,910,827.18 3,445,000.00 120,437.30 483,685,708.52 667,999,192.32 1,949,924,895.32
520,074,434.56
The accompanying notes form an integral part of the financial statements.
- 10 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(I) GENERAL INFORMATION OF THE COMPANY
Shenzhen Chiwan Wharf Holdings Limited (the "Company") was a joint stock limited company
reorganized from Shenzhen Chiwan Wharf Co., Ltd on 16 January 1993 as approved by General
Office of Shenzhen Municipal People's Government (filed as Shen Fu Ban Fu [1993] No. 357).
On 18 February 1993, under the approval released by People's Bank of China Shenzhen Branch
(filed as Shen Ren Yin Fu Zi [1993] No.038), the Company issued, by public offering, the
ordinary shares of 310,470,000 shares, including the domestic shares ("A shares") of 46,000,000
shares, and domestically listed foreign shares ("B shares") of 40,000,000 shares. Both shares were
listed on Shenzhen Stock Exchange on 5 May 1993.
As of 31 December 2005, the total shares of the Company amounted to 644,763,730, after several
times of capitalization of capital reserves and additional issuances during the period between 1993
and 2005.
On 26 May 2006, the stockholders' meeting of the Company approved the spilt-share reform
under which a consideration comprising of every 1 A-share, cash of RMB11.5 and 8 put warrants
was granted by China Nanshan Development (Group) Incorporation ("Nanshan Group"), the
non-circulating shareholder of the Company, to each circulating shareholder holding 10 A-shares
of the Company. After implementation of the split-share reform, the total number of A-shares
remained unchanged with 370,802,900 shares held by Nanshan Group, occupying 57.51% of the
total shares.
On 13 July 2011, Nanshan Group obtained 75,100 shares of A shares in the secondary market; as
a result, the number of A-shares held by Nanshan Group arrived at 370,878,000, occupying
57.52% of the total shares.
On 17 September 2012, China Merchants Holdings International Company Limited (the "CMHI")
signed a shareholding entrustment agreement with Nanshan Group, subject to which Nanshan
Group entrusted CMHI with its holding in Shenzhen Chiwan Wharf of A-shares of 370,878,000
shares (57.52% of the total shares). Additionally, 55,314,200 B-shares (8.58% of the total shares)
indirectly held by CMHI via Jing Feng Co., Ltd, a subsidiary of CMHI, plus the voting rights
obtained via entrustment, make up of 66.10% of the voting right of the Company.
On 1 November 2012, the China Securities Regulatory Commission ("CSRC") approved the
Announcement of China Merchants Holdings International Company Limited Concerning the
Purchase Report of Shenzhen Chiwan Wharf Holding Limited and the Exemption of the Offer
Obligation (filed as Zhen Jian Xu Ke [2012] No.1428), exempting CMHI from the offer
obligation resulted from the fact of controlling Shenzhen Chiwan Wharf's 370,878,000 shares
through stock custody.
On 27 December 2012, Nanshan Group signed an equity transfer agreement with Shenzhen Malai
Warehouse Co., Ltd, a subsidiary of CMHI, subject to which Nanshan Group would transfer
161,190,933 A-shares of the Company to Shenzhen Malai Warehouse Co., Ltd.
- 11 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(I) GENERAL INFORMATION OF THE COMPANY - continued
On 6 March 2013, the Company received the Reply on Certain Issues Regarding Agreed Transfer
of State-owned Shares of Shenzhen Chiwan Wharf Holdings Ltd. released by the State-owned
Assets Supervision and Administration Commission (filed as Guo Zi Chan Quan [2013] No. 94),
which approved Nanshan Group to transfer 161,190,933 A-shares of the Company to Shenzhen
Malai Warehouse Co., Ltd. The transfer procedures of registration of the above shares have
been completed on April 25th, 2013.
The headquarters of the Company is located in Shenzhen Guangdong Province. The Company
and its subsidiaries (collectively the "Group") are principally engaged in the provision of cargo
handling, warehousing, land and sea transportation services, cargo packing, agency business and
the other services.
The company's and consolidated financial statements have been approved by the Board of
Directors on 25th March 2015.
The scope of consolidated financial statements in the current period involves 12 subsidiaries. See
Note (VIII) "Equity in other entities" for details. Absorption merger made by the company lessen
the scope of consolidated financial statements. See Note (VII) "Changes of consolidation scope"
for details.
(II) BASIS OF PREPARATION OF FINANCIAL STATEMENTS
Basis of preparation of financial statements
The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry
of Finance (MoF) including the new and modified ones in 2014. In addition, the Group has
disclosed relevant financial information in accordance with Information Disclosure and
Presentation Rules for Companies Offering Securities to the Public No. 15-General Provisions on
Financial Reporting (Revised in 2014).
Basis of accounting and principle of measurement
The Group has adopted the accrual basis of accounting. Except for certain financial instruments
which are measured at fair value, the Group adopts the historical cost as the principle of
measurement of the financial statements. Upon being restructured into a stock company, the fixed
assets and intangible assets initially contributed by the state-owned shareholders are recognized
based on the valuation amounts confirmed by the state-owned assets administration department.
Where assets are impaired, provisions for asset impairment are made in accordance with the
relevant requirements.
Where the historical cost is adopted as the measurement basis, assets are recorded at the amount
of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the
time of their acquisition. Liabilities are recorded at the amount of proceeds or assets received or
the contractual amounts for assuming the present obligation, or, at the amounts of cash or cash
equivalents expected to be paid to settle the liabilities in the normal course of business.
- 12 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(II) BASIS OF PREPARATION OF FINANCIAL STATEMENTS - continued
Basis of accounting and principle of measurement - continued
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date, regardless of whether
that price is directly observable or estimated using valuation technique. Fair value measurement
and/or disclosure in the financial statements are determined according to the above basis.
Fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the
inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurement in its entirety, which are described as follows:
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that
the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for
the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
Going Concern
The Group evaluated its going concern ability within 12 months since 31 December 2014. No
events or circumstances are noted, which could cause significant doubt upon the entity's ability to
continue as going concern. Hence, the financial statements have been prepared on a going concern
basis.
(III) STATEMENT OF COMPLIANCE WITH THE ACCOUNTING STANDARDS FOR
BUSINESS ENTERPRISES
The financial statements of the Company have been prepared in accordance with the Accounting
Standards for Business Enterprises, and present truly and completely, the Company's and
consolidated financial position as of 31 December 2014, and the Company's and consolidated
results of operations and cash flows for the year ended.
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES
All the following significant accounting policies and accounting estimates are based on
Accounting Standards for Business Enterprises.
1. Accounting period
The Group has adopted the calendar year as its accounting year, e.g. from 1 January to 31
December.
- 13 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
2. Operating cycle
Buginese cycle is referred to the period from which an enterprise buys assets to manufacture to
the date it achieves cash or cash equivalents.
3. Functional currency
Renminbi ("RMB") is the currency of the primary economic environment in which the Company
and its domestic subsidiaries operate. Therefore, the Company and its domestic subsidiaries
choose RMB as their functional currency. The Company's foreign subsidiary chooses RMB or
Hong Kong dollars ("HKD") as its functional currency on the basis of the primary economic
environment in which it operates. The Group adopts RMB to prepare its financial statements.
4. The accounting treatment of business combinations involving or not involving enterprises
under common control
Business combinations are classified into business combinations involving enterprises under
common control and business combinations not involving enterprises under common control.
4.1 Business combinations involving enterprises under common control
A business combination involving enterprises under common control is a business combination in
which all of the combining enterprises are ultimately controlled by the same party or parties both
before and after the combination, and that control is not transitory.
Assets and liabilities obtained shall be measured at their respective carrying amounts as recorded
by the combining entities at the date of the combination. The difference between the carrying
amount of the net assets obtained and the carrying amount of the consideration paid for the
combination is adjusted to the share premium in capital reserve. If the share premium is not
sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
Costs that are directly attributable to the combination are charged to profit or loss in the period in
which they are incurred.
4.2 Business combinations not involving enterprises under common control and goodwill
A business combination not involving enterprises under common control is a business
combination in which all of the combining enterprises are not ultimately controlled by the same
party or parties before and after the combination.
- 14 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
4. The accounting treatment of business combinations involving or not involving enterprises
under common control - continued
4.2 Business combinations not involving enterprises under common control and goodwill -
continued
The cost of combination is the aggregate of the fair values, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for
control of the acquiree, the intermediary expenses (fees in respect of auditing, legal services,
valuation and consultancy services, etc.) and other administrative expenses attributable to the
business combination are recognized in profit or loss in the periods when they are incurred.
Where a business combination not involving enterprises under common control is achieved in
stages that involve multiple transactions, the cost of combination is the sum of the consideration
paid at the acquisition date and the fair value of the equity in the acquiree held before the
acquisition. The equity held in the acquiree before the acquisition date is remeasured at its fair
value at the acquisition date, with any difference between its fair value and its carrying amount
being recognized as investment income, and the other comprehensive income relating to the
equity held in the acquiree before the acquisition date being transferred to investment income.
The acquiree's identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a
business combination that meet the recognition criteria shall be measured at fair value at the
acquisition date.
Where the cost of combination exceeds the acquirer's interest in the fair value of the acquiree's
identifiable net assets, the difference is treated as an asset and recognized as goodwill, which is
measured at cost on initial recognition. Where the cost of combination is less
than the acquirer's interest in the fair value of the acquiree's identifiable net assets, the acquirer
reassesses the measurement of the fair values of the acquiree's identifiable assets, liabilities and
contingent liabilities and measurement of the cost of combination. If after that reassessment, the
cost of combination is still less than the acquirer's interest in the fair value of the acquiree's
identifiable net assets, the acquirer recognizes the remaining difference immediately in profit or
loss for the current period.
Goodwill arising on a business combination is measured at cost less accumulated impairment
losses, and is presented separately in the consolidated financial statements.
5. Preparation of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of
control. Control exists when the investor has power over the investee; is exposed, or has rights, to
variable returns from its involvement with the investee; and has the ability to use its power over
the investee to affect its returns. The Group reassesses whether or not it controls an investee if
facts and circumstances indicate that there are changes of the above elements of the definition of
control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiaries and
ceases when the Group loses control of the subsidiary.
- 15 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
5. Preparation of consolidated financial statements - continued
For a subsidiary already disposed of by the Group, the operating results and cash flows before the
date of disposal (the date when control is lost) are included in the consolidated income statement
and consolidated statement of cash flows, as appropriate.
For subsidiaries acquired through a business combination involving enterprises not under
common control, the operating results and cash flows from the acquisition date (the date when
control is obtained) are included in the consolidated income statement and consolidated statement
of cash flows, as appropriate, and no adjustment is made to the opening balances and comparative
figures in the consolidated financial statements.
No matter when the business combination occurs in the reporting period, subsidiaries acquired
through a business combination involving enterprises under common control are included in the
Group's scope of consolidation as if they had been included in the scope of consolidation from the
date when they first came under the common control of the ultimate controlling party. Their
operating results and cash flows from the date when they first came under the common control of
the ultimate controlling party are included in the consolidated income statement and consolidated
statement of cash flows, as appropriate.
The significant accounting policies and accounting periods adopted by the subsidiaries are
determined based on the uniform accounting policies and accounting periods set out by the
Company.
All significant intra-group balances and transactions are eliminated on consolidation.
The portion of subsidiaries' equity that is not attributable to the parent is treated as minority
interests and presented as "minority interests" in the consolidated balance sheet under
shareholders' equity. The portion of net profits or losses of subsidiaries for the period attributable
to minority interests is presented as "minority interests" in the consolidated income statement
under the "net profit" line item.
When the amount of loss for the period attributable to the minority shareholders of a subsidiary
exceeds the minority shareholders' portion of the opening balance of shareholders' equity of the
subsidiary, the excess amount is still allocated against minority interests.
Acquisition of minority interests or disposals of interests in a subsidiary that do not result in the
loss of control over the subsidiary are accounted for as equity transactions. The carrying amounts
of the parent's interests and minority interests are adjusted to reflect the changes in their relative
interests in the subsidiary. The difference between the amount by which the minority interests are
adjusted and the fair value of the consideration paid or received is adjusted to shareholders' equity
(capital reserve). If the capital reserve is not sufficient to absorb the difference, the excess are
adjusted against retained earnings.
- 16 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
5. Preparation of consolidated financial statements - continued
When the Group loses control over a subsidiary due to disposal of equity investment or other
reason, any retained interest is re-measured at its fair value at the date when control is lost. The
difference between (i) the aggregate of the consideration received on disposal and the fair value of
any retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculated
from the acquisition date according to the original proportion of ownership interests is recognized
as investment income in the period in which control is lost, and the goodwill is offset accordingly.
Other comprehensive income associated with investment in the former subsidiary is reclassified to
investment income in the period in which control is lost.
6、Types of joint arrangements and the accounting treatment of joint operation
There are two types of joint arrangements - joint operations and joint ventures. The classification
of joint arrangements under is determined based on the rights and obligations of parties to the
joint arrangements by considering the structure, the legal form of the arrangements, the
contractual terms agreed by the parties to the arrangement. A joint operation is a joint
arrangement whereby the parties that have joint control of the arrangement have rights to the
assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint
arrangement whereby the parties that have joint control of the arrangement have rights to
the net assets of the arrangement.
Investments in joint ventures are accounted for using the equity method by the Group, which is
detailed in Note(IV) 12.3.2 A long-term equity investment accounted for using the equity method.
The Group as a joint operator recognizes the following items in relation to its interest in a joint
operation: (1) its solely-held assets, including its share of any assets held jointly; (2) its
solely-assumed liabilities, including its share of any liabilities incurred jointly; (3) its revenue
from the sale of its share of the output arising from the joint operation; (4) its share of the revenue
from the sale of the output by the joint operation; and (5) its solely-incurred expenses, including
its share of any expenses incurred jointly. The Group accounts for the recognised assets, liabilities,
revenues and expenses relating to its interest in a joint operation in accordance with the
requirements applicable to the particular assets, liabilities, revenues and expenses.
7. Recognition criteria of cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash
equivalents are the Group's short-term, highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
- 17 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
8. Translation of transactions and financial statements denominated in foreign currencies
8.1 Transactions denominated in foreign currencies
A foreign currency transaction is recorded, on initial recognition, by applying the spot exchange
rate on the date of the transaction.
At the balance sheet date, foreign currency monetary items are translated into RMB using the spot
exchange rates at the balance sheet date. Exchange differences arising from the differences
between the spot exchange rates prevailing at the balance sheet date and those on initial
recognition or at the previous balance sheet date are recognized in profit or loss for the period,
except that (1) exchange differences related to a specific-purpose borrowing denominated in
foreign currency that qualify for capitalization are capitalized as part of the cost of the qualifying
asset during the capitalization period; (2) exchange differences related to hedging instruments for
the purpose of hedging against foreign currency risks are accounted for using hedge accounting;
(3) exchange differences arising from change in the carrying amounts other than the amortized
cost of available-for-sale monetary items are included in other comprehensive income.
Foreign currency non-monetary items measured at historical cost are translated to the amounts in
functional currency at the spot exchange rates on the dates of the transactions; the amounts in
functional currency remain unchanged. Foreign currency non-monetary items measured at fair
value are re-translated at the spot exchange rate on the date the fair value is determined.
Difference between the re-translated functional currency amount and the original functional
currency amount is treated as changes in fair value including changes of exchange rate and is
recognized in profit and loss or included in other comprehensive income.
8.2 Translation of financial statements denominated in foreign currencies
For the purpose of preparing the consolidated financial statements, financial statements of a
foreign operation are translated from the foreign currency into RMB using the following method:
assets and liabilities on the balance sheet are translated at the spot exchange rate prevailing at the
balance sheet date; shareholders' equity items are translated at the spot exchange rates at the dates
on which such items arose; all items in the income statement as well as items reflecting the
amount of profit distributed are translated at the spot exchange rates on the dates of the
transactions. The difference between the translated assets and the aggregate of liabilities and
shareholders' equity items is presented as other comprehensive income included in shareholders'
equity in the balance sheet.
Cash flows arising from transaction in a foreign currency and the cash flows of a foreign
subsidiary are translated at the spot exchange rate on the date of the cash flows. The effect of
exchange rate changes on cash and cash equivalents is regarded as a reconciling item and
presented separately in the cash flow statement as "effect of exchange rate changes on cash and
cash equivalents".
The opening balances and the comparative figures of previous year are presented at the translated
amounts of previous year's financial statements.
- 18 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
8. Translation of transactions and financial statements denominated in foreign currencies
- continued
8.2 Translation of financial statements denominated in foreign currencies - continued
On disposal of the Group's entire interest in a foreign operation, or disposal of certain interest or
due to other reasons resulting in a loss of control over a foreign operation, the Group transfers the
accumulated translation differences attributable to the shareholders' equity of the parent that
relating to translation of the financial statements of that foreign operation, presented under
shareholders' equity, to profit or loss in the period in which the disposal occurs.
In case of a disposal or other reason that does not result in the Group losing control over a foreign
operation, the proportionate share of accumulated translation differences are re-attributed to
non-controlling interests and are not recognized in profit and loss. For partial disposals of
associates or joint ventures, the proportionate share of the accumulated translation differences is
reclassified to profit or loss.
9. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the
contractual provisions of the instrument. Financial assets and financial liabilities are initially
measured at fair value. For financial assets and financial liabilities at fair value through profit or
loss, transaction costs are immediately recognized in profit or loss. For other financial assets and
financial liabilities, transaction costs are included in their initial recognized amounts.
9.1 Effective interest method
The effective interest method is a method of calculating the amortized cost of a financial asset or a
financial liability (or a group of financial assets or financial liabilities) and of allocating the
interest income or interest expense over the relevant period, using the effective interest rate. The
effective interest rate is the rate that exactly discounts estimated future cash flows through the
expected life of the financial asset or financial liability or, where appropriate, a shorter period to
the net carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Group estimates future cash flows considering all
contractual terms of the financial asset or financial liability (without considering future credit
losses), and also considers all fees paid or received between the parties to the contract giving rise
to the financial asset and financial liability that are an integral part of the effective interest rate,
transaction costs, and premiums or discounts etc.
9.2 Classification, recognition and measurement of financial assets
On initial recognition, the Group's financial assets are classified into one of the four categories,
including financial assets at fair value through profit or loss ("FVTPL"), held-to-maturity
investments, loans and receivables, and available-for-sale financial assets. All regular way
purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- 19 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.2 Classification, recognition and measurement of financial assets - continued
9.2.1 Financial Assets at Fair Value through Profit or Loss ("FVTPL")
Financial assets at fair value through profit or loss ("FVTPL") include financial assets held for
trading and those designated as at fair value through profit or loss.
A financial asset is classified as held for trading if one of the following conditions is satisfied: (1)
it has been acquired principally for the purpose of selling in the near term; or (2) on initial
recognition it is part of a portfolio of identified financial instruments that the Group manages
together and there is objective evidence that the Group has a recent actual pattern of short-term
profit-taking; or (3) it is a derivative that is not designated and effective as a hedging instrument,
or a financial guarantee contract, or a derivative that is linked to and must be settled by delivery
of an unquoted equity instrument (without a quoted price in an active market) whose fair value
cannot be reliably measured.
A financial asset may be designated as at FVTPL upon initial recognition only when one of the
following conditions is satisfied: (1) such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise result from measuring assets or
recognizing the gains or losses on them on different bases; or (2) the financial asset forms part of
a group of financial assets or a group of financial assets and financial liabilities, which is managed
and its performance is evaluated on a fair value basis, in accordance with the Group's documented
risk management or investment strategy, and information about the grouping is reported to key
management personnel on that basis; or (3) eligible hybrid instruments that contain embedded
derivatives.
Financial assets at FVTPL are subsequently measured at fair value. Any gains or losses arising
from changes in the fair value and any dividend or interest income earned on the financial assets
are recognized in profit or loss.
9.2.2 Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and fixed maturity dates that the Group's management has the positive intention and
ability to hold to maturity.
Held-to-maturity investments are subsequently measured at amortized cost using the effective
interest method. Gain or loss arising from derecognition, impairment or amortization is
recognized in profit or loss.
9.2.3 Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. Financial assets classified as loans and receivables by the
Group include notes receivable, accounts receivable, interest receivable, dividends receivable, and
other receivables.
- 20 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.2 Classification, recognition and measurement of financial assets - continued
9.2.3 Loans and receivables - continued
Loans and receivables are subsequently measured at amortized cost using the effective interest
method. Gain or loss arising from derecognition, impairment or amortization is recognized in
profit or loss.
9.2.4 Available-for-sale financial assets
Available-for-sale financial assets include non-derivative financial assets that are designated on
initial recognition as available for sale, and financial assets that are not classified as financial
assets at fair value through profit or loss, loans and receivables or held-to-maturity investments.
Available-for-sale financial assets are subsequently measured at fair value, and gains or losses
arising from changes in the fair value are recognized as other comprehensive income and included
in the capital reserve, except that impairment losses and exchange differences related to amortized
cost of financial assets are recognized in profit or loss, until the financial assets are derecognized,
at which time the gains or losses are released and recognized in profit or loss.
Interests obtained and the dividends declared by the investee during the period in which the
available-for-sale financial assets are held, are recognized in investment gains.
Investments in equity instruments that do not have a quoted market price in an active market and
whose fair value cannot be reliably measured, and derivative financial assets that are linked to and
must be settled by delivery of such unquoted equity instruments are measured at cost.
9.3 Impairment of financial assets
The Group assesses at each balance sheet date the carrying amounts of financial assets other than
those at fair value through profit or loss. If there is objective evidence that a financial asset is
impaired, the Group determines the amount of any impairment loss. Objective evidence that a
financial asset is impaired is evidence that, arising from one or more events that occurred after the
initial recognition of the asset, the estimated future cash flows of the financial asset, which can be
reliably measured, have been affected.
Objective evidence that a financial asset is impaired includes the following observable events:
(1) Significant financial difficulty of the issuer or obligor;
(2) A breach of contract by the borrower, such as a default or delinquency in interest or principal
payments;
(3) The Group, for economic or legal reasons relating to the borrower's financial difficulty,
granting a concession to the borrower;
(4) It becoming probable that the borrower will enter bankruptcy or other financial
reorganizations;
(5) The disappearance of an active market for that financial asset because of financial difficulties
of the issuer;
- 21 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.3 Impairment of financial assets - continued
(6) Upon an overall assessment of a group of financial assets, observable data indicates that there
is a measurable decrease in the estimated future cash flows from the group of financial assets
since the initial recognition of those assets, although the decrease cannot yet be identified
with the individual financial assets in the group. Such observable data includes:
- Adverse changes in the payment status of borrower in the group of assets;
- Economic conditions in the country or region of the borrower which may lead to a failure to
pay the group of assets;
(7) Significant adverse changes in the technological, market, economic or legal environment in
which the issuer of equity instruments operates, indicating that the cost of the investment in
the equity instrument may not be recovered by the investor;
(8) A significant or prolonged decline in the fair value of an investment in an equity instrument
below its cost;
(9) Other objective evidence indicating there is an impairment of a financial asset.
- Impairment of financial assets measured at amortized cost
If financial assets carried at cost or amortized cost are impaired, the carrying amounts of the
financial assets are reduced to the present value of estimated future cash flows (excluding future
credit losses that have not been incurred) discounted at the financial asset's original effective
interest rate. The amount of reduction is recognized as an impairment loss in profit or loss. If,
subsequent to the recognition of an impairment loss on financial assets carried at amortized cost,
there is objective evidence of a recovery in value of the financial assets which can be related
objectively to an event occurring after the impairment is recognized, the previously recognized
impairment loss is reversed. However, the reversal does not result in a carrying amount of the
financial asset that exceeds what the amortized cost would have been had the impairment not been
recognized at the date the impairment is reversed.
For a financial asset that is individually significant, the Group assesses the asset individually for
impairment. For a financial asset that is not individually significant, the Group assesses the asset
individually for impairment or includes the asset in a group of financial assets with similar credit
risk characteristics and collectively assesses them for impairment. If the Group determines that no
objective evidence of impairment exists for an individually assessed financial asset (whether
significant or not), it includes the asset in a group of financial assets with similar credit risk
characteristics and collectively assesses them for impairment. Assets for which an impairment
loss is individually recognized are not included in a collective assessment of impairment.
- 22 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.3 Impairment of financial assets - continued
- Impairment of available-for-sale financial assets
When an available-for-sale financial asset is impaired, the cumulative loss arising from decline in
fair value previously recognized directly in other comprehensive income is reclassified from the
capital reserve to profit or loss. The amount of the cumulative loss that is reclassified from capital
reserve to profit or loss is the difference between the acquisition cost (net of any principal
repayment and amortization) and the current fair value, less any impairment loss on that financial
asset previously recognized in profit or loss.
If, subsequent to the recognition of an impairment loss on available-for-sale financial assets, there
is objective evidence of a recovery in value of the financial assets which can be related
objectively to an event occurring after the impairment is recognized, the previously recognized
impairment loss is reversed. The amount of reversal of impairment loss on available-for-sale
equity instruments is recognized as other comprehensive income and included in the capital
reserve, while the amount of reversal of impairment loss on available-for-sale debt instruments is
recognized in profit or loss.
- Impairment of financial assets measured at cost
If an impairment loss has been incurred on an investment in unquoted equity instrument (without
a quoted price in an active market) whose fair value cannot be reliably measured, or on a
derivative financial asset that is linked to and must be settled by delivery of such an unquoted
equity instrument, the carrying amount of the financial asset is reduced to the present value of
estimated future cash flows discounted at the current market rate of return for a similar financial
asset. The amount of reduction is recognized as an impairment loss in profit or loss. The
impairment loss on such financial asset is not reversed once it is recognized.
9.4 Transfer of financial assets
The Group derecognizes a financial asset if one of the following conditions is satisfied: (1) the
contractual rights to the cash flows from the financial asset expire; or (2) the financial asset has
been transferred and substantially all the risks and rewards of ownership of the financial asset is
transferred to the transferee; or (3) although the financial asset has been transferred, the Group
neither transfers nor retains substantially all the risks and rewards of ownership of the financial
asset but has not retained control of the financial asset.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a
financial asset, and it retains control of the financial asset, it recognizes the financial asset to the
extent of its continuing involvement in the transferred financial asset and recognizes an associated
liability. The extent of the Group's continuing involvement in the transferred asset is the extent to
which it is exposed to changes in the value of the transferred asset.
- 23 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.4 Transfer of financial assets - continued
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, the
difference between (1) the carrying amount of the financial asset transferred; and (2) the sum of
the consideration received from the transfer and any cumulative gain or loss that has been
recognized in other comprehensive income, is recognized in profit or loss.
If a part of the transferred financial asset qualifies for derecognition, the carrying amount of the
transferred financial asset is allocated between the part that continues to be recognized and the
part that is derecognized, based on the respective fair values of those parts. The difference
between (1) the carrying amount allocated to the part derecognized; and (2) the sum of the
consideration received for the part derecognized and any cumulative gain or loss allocated to the
part derecognized which has been previously recognized in other comprehensive income, is
recognized in profit or loss
9.5 Classification and recognition of financial liabilities
Debt and equity instruments issued by the Group are classified into financial liabilities or equity
on the basis of the substance of the contractual arrangements and definitions of financial liability
and equity instrument.
On initial recognition, financial liabilities are classified into financial liabilities at fair value
through profit or loss and other financial liabilities.
9.5.1 Financial liabilities at fair value through profit or loss
Financial liabilities at FVTPL consist of financial liabilities held for trading and those designated
as at FVTPL on initial recognition.
A financial liability is classified as held for trading if one of the following conditions is satisfied:
(1) It has been acquired principally for the purpose of repurchasing in the near term; or (2) On
initial recognition it is part of a portfolio of identified financial instruments that the Group
manages together and there is objective evidence that the Group has a recent actual pattern of
short-term profit-taking; or (3) It is a derivative, except for a derivative that is a designated and
effective hedging instrument, or a financial guarantee contract, or a derivative that is linked to and
must be settled by delivery of an unquoted equity instrument (without a quoted price in an active
market) whose fair value cannot be reliably measured.
- 24 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.5 Classification and recognition of financial liabilities - continued
9.5.1 Financial liabilities at fair value through profit or loss - continued
A financial liability may be designated as at FVTPL upon initial recognition only when one of the
following conditions is satisfied: (1) such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise result from measuring liabilities
or recognizing the gains or losses on them on different bases; or (2) the financial liability
forms part of a group of financial liabilities or a group of financial assets and financial liabilities,
which is managed and its performance is evaluated on a fair value basis, in accordance with the
Group's documented risk management or investment strategy, and information about the grouping
is reported to key management personnel on that basis; or (3) eligible hybrid instruments that
contain embedded derivatives.
Financial liabilities at FVTPL are subsequently measured at fair value, and any gains or losses
arising from changes in the fair value or any dividend or interest expense related with the
financial liabilities are recognized in profit or loss.
9.5.2 Other financial liabilities
For a derivative liability that is linked to and must be settled by delivery of an unquoted equity
instrument (without a quoted price in an active market) whose fair value cannot be reliably
measured, it is subsequently measured at cost. Other financial liabilities are subsequently
measured at amortized cost using the effective interest method, with gains or losses arising from
derecognition or amortization recognized in profit or loss.
9.5.3 Financial guarantee contracts
A financial guarantee contract is a contract by which the guarantor and the lender agree that the
guarantor would settle the debts or bear obligations in accordance with terms of the contract in
case the borrower fails to settle the debts. Financial guarantee contracts that are not designated as
financial liabilities at fair value through profit or loss, are initially measured at their fair values
less the directly attributable transaction costs. Subsequent to initial recognition, they are measured
at the higher of: (i) the amount determined in accordance with Accounting Standard for Business
Enterprises No. 13 - Contingencies; and (ii) the amount initially recognized less cumulative
amortization recognized in accordance with the principles set out in Accounting Standard for
Business Enterprises No. 14 - Revenue.
9.6 Derecognition of Financial Liabilities
The Group derecognizes a financial liability (or part of it) when the underlying present obligation
(or part of it) is discharged. An agreement between the Group (an existing borrower) and an
existing lender to replace the original financial liability with a new financial liability with
substantially different terms is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability.
- 25 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments – continued
9.6 Derecognition of Financial Liabilities – continued
When the Group derecognizes a financial liability or a part of it, it recognizes the difference
between the carrying amount of the financial liability (or part of the financial liability)
derecognized and the consideration paid (including any non-cash assets transferred or new
financial liabilities assumed) in profit or loss.
9.7 Offsetting financial assets and financial liabilities
Where the Group has a legal right that is currently enforceable to set off the recognized amounts,
and intends either to settle on a net basis, or to realize the financial asset and settle the financial
liability simultaneously, a financial asset and a financial liability shall be offset with the net
amount presented in the balance sheet. Except for the circumstances above, financial assets and
financial liabilities shall be presented separately in the balance sheet and shall not be offset.
9.8 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. The issuance including refinancing, repurchase, sale or
cancellation of equity instrument of the Group is recognized as movement of shareholders' equity.
The Group does not recognize any changes in the fair value of equity instruments. Transaction
costs associated with equity transactions are deducted from shareholders' equity.
The distributions made by the Group to holders of the equity instruments are recognized as profit
distribution. Any issuance of stock dividends do not affect the shareholders' equity.
10. Receivables
10.1 Receivables that are individually significant and for which bad debt provision is individually
assessed
Basis or monetary criteria for Top five balances of receivables are deemed as
determining individually individually significant receivables by the Group.
significant receivables
For receivables that are individually significant, the Group
assesses the receivables individually for impairment; for a
Provision methods for receivables financial asset that is not impaired individually, the Group
that are individually significant includes the asset in a group of financial assets with
and for which bad debt provision similar credit risk characteristics and collectively assesses
is individually assessed them for impairment. Receivables for which an
impairment loss is individually recognized are not
included in a collective assessment of impairment.
- 26 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Receivables - continued
10.2 Receivables for which bad debt provision is collectively assessed
Basis for determining a portfolio
Portfolio 1 The portfolio primarily includes amounts due from related
parties of the Group, deposits and petty cash etc.
Portfolio 2 This portfolio excludes amounts due from related parties of
the Group, deposits and petty cash etc.
Bad debt provision methods for a portfolio
Portfolio 1 Specific Identification Method
Portfolio 2 Aging Analysis Method
Portfolios that use aging analysis for bad debt provision:
Provision proportion Provision proportion
for accounts for other receivables
Aging receivable (%) (%)
Within 90 days (inclusive) 0 0
More than 91 days but not exceeding 183 days 0-3 0-3
More than 184 days but not exceeding year 5 5
More than 1 year but not exceeding 2 years 20 20
More than 2 years but not exceeding 3 years 50 50
More than 3 years 100 100
10.3 Accounts receivable that are not individually significant but for which individual bad debt
provision is individually assessed:
Reasons for making individual As objective evidence indicates the Group is unable to
bad debt provision collect the receivables under original terms, the company
makes individual bad debt provision.
Bad debt provision methods Under bad debt provision method, the provision is
recognized by the differences between the expected present
value of future cash flows and carrying value.
- 27 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
11. Inventories
11.1 Categories of inventories
Inventories include spare parts, fuel, and low value consumables. Inventories are initially
measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and
other expenditures incurred in bringing the inventories to their present location and condition.
11.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method.
11.3 Basis for determining net realizable value of inventories and provision methods for decline
in value of inventories
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If
the cost of inventories is higher than the net realizable value, a provision for decline in value of
inventories is made. Net realizable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion, the estimated costs necessary to make the sale and
relevant taxes. Net realizable value is determined on the basis of clear evidence obtained, after
taking into consideration the purposes of inventories being held and effect of post balance sheet
events.
Provision for decline in value of other inventories is made based on the excess of cost of
inventory over its net realizable value on an item-by-item basis.
After the provision for decline in value of inventories is made, if the circumstances that
previously caused inventories to be written down below cost no longer exist so that the net
realizable value of inventories is higher than their cost, the original provision for decline in value
is reversed and the reversal is included in profit or loss for the period.
11.4 Inventory count system
The perpetual inventory system is maintained for stock system.
11.5 Amortization methods for low cost and short-lived consumable items and packaging
materials
Packaging materials and low cost and short-lived consumable items are amortized using the
immediate write-off method.
- 28 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
12. Long-term equity investments
12.1 Basis for determining joint control and significant influence over investee
Control is archived when the Group has the power over the investee and has rights to variable
returns from its involvement with the investee; and has the ability to use its power to affect its
returns. Joint control is the contractually agreed sharing of control over an economic activity, and
exists only when the strategic financial and operating policy decisions relating to the activity
require the unanimous consent of the parties sharing control. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint
control over those policies. When determining whether an investing enterprise is able to exercise
control or significant influence over an investee, the effect of potential voting rights of the
investee (for example, warrants and convertible debts) held by the investing enterprises or other
parties that are currently exercisable or convertible shall be considered.
12.2 Determination of investment cost
For a long-term equity investment acquired through a business combination involving enterprises
under common control, the investment cost of the long-term equity investment is the attributable
share of the carrying amount of the shareholders' equity of the acquiree at the date of combination.
The difference between the initial investment cost and the carrying amount of cash paid, non-cash
assets transferred and liabilities assumed shall be adjusted to capital reserve. If the balance of
capital reserve is not sufficient, any excess shall be adjusted to retained earnings. If the
consideration of the combination is satisfied by the issue of equity securities, the initial
investment cost of the long-term equity investment shall be the share of party being absorbed of
the owners' equity in the consolidated financial statements of the ultimate controlling party at the
date of combination. The aggregate face value of the shares issued shall be accounted for as share
capital. The difference between the initial investment cost and the aggregate face value of the
shares issued shall be adjusted to capital reserve. If the balance of capital reserve is not sufficient,
any excess shall be adjusted to retained earnings.
For a long-term equity investment acquired through business combination not involving
enterprises under common control, the investment cost of the long-term equity investment
acquired is the cost of acquisition.
The absorbing party's or purchaser's intermediary expenses (fees in respect of auditing, legal
services, valuation and consultancy services, etc.) and other administrative expenses attributable
to the business combination are recognized in profit or loss in the periods when they are incurred.
- 29 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
12. Long-term equity investments - continued
12.2 Determination of investment cost - continued
The long-term equity investment acquired otherwise than through a business combination is
initially measured at its cost. When the entity is able to exercise significant influence or joint
control (but not control) over an investee due to additional investment, the cost of long-term
equity investments is the sum of the fair value of previously-held equity investments determined
in accordance with Accounting Standard for Business Enterprises No.22–Financial Instruments:
Recognition and Measurement of (CAS 22) and the additional investment cost.
12.3 Subsequent measurement and recognition of profit or loss
12.3.1 A long-term equity investment accounted for using the cost method
Long-term equity investments in subsidiaries are accounted for using the cost method in the
Company's separate financial statements. A subsidiary is an investee that is controlled by the
Group.
Under the cost method, a long-term equity investment is measured at initial investment cost.
Additional or withdrawing investment would affect the cost of long-term equity investment.
Investment income is recognized in the period in accordance with the attributable share of cash
dividends or profit distributions declared by the investee.
12.3.2 A long-term equity investment accounted for using the equity method
The Group accounts for investment in associates and joint ventures using the equity method. An
associate is an entity over which the Group has significant influence and a joint venture is a joint
arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the joint arrangement.
Under the equity method, where the initial investment cost of a long-term equity investment
exceeds the Group's share of the fair value of the investee's identifiable net assets at the time of
acquisition, no adjustment is made to the initial investment cost. Where the initial investment
cost is less than the Group's share of the fair value of the investee's identifiable net assets at the
time of acquisition, the difference is recognized in profit or loss for the period, and the cost of the
long-term equity investment is adjusted accordingly.
- 30 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
12. Long-term equity investments - continued
12.3 Subsequent measurement and recognition of profit or loss - continued
12.3.2 A long-term equity investment accounted for using the equity method - continued
Under the equity method, the Group recognizes its share of the other comprehensive income and
net profit or loss of the investee for the period as other comprehensive income and investment
income or loss respectively for the period, and the carrying amount of the long-term equity
investment is adjusted accordingly. The carrying amount of the investment shall be reduced by the
portion of any profit distributions or cash dividends declared by the investee that is distributed to
the investing enterprise. The investing enterprise shall adjust the carrying amount of the
long-term equity investment for other changes in owners' equity of the investee (other
than net profits or losses, other comprehensive income and profit distribution), and include the
corresponding adjustment in capital reserve. The Group recognizes its share of the investee's net
profit or loss based on the fair value of the investee's individually identifiable assets at the
acquisition date after making appropriate adjustments. Where the accounting policies and
accounting period adopted by the investee are different from those of the investing enterprise, the
investing enterprise shall adjust the financial statements of the investee to conform to its own
accounting policies and accounting period, and recognise other comprehensive income and
investment income or losses based on the adjusted financial statements. Unrealized profits or
losses resulting from the Group's transactions and assets invested or sold that are not recognized
as business transactions with its associates and joint ventures are recognized as investment income
or loss to the extent that those attributable to the Group's, equity interest are eliminated. However,
unrealized losses resulting from the Group's transactions with its associates and joint ventures
which represent impairment losses on the transferred assets are not eliminated.
The Group discontinues recognizing its share of net losses of the investee after the carrying
amount of the long-term equity investment together with any long-term interests that in substance
form part of its net investment in the investee are reduced to zero. Except that if the Group has
incurred obligations to assume additional losses, a provision is recognized according to the
obligation expected, and recorded in the investment loss for the period. Where net profits are
subsequently made by the investee, the Group resumes recognizing its share of those profits only
after its share of the profits exceeds the share of losses previously not recognized.
- 31 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
12. Long-term equity investments - continued
12.4 Disposal of long-term equity investments
On disposal of a long-term equity investment, the difference between the proceeds actually
received and receivable and the carrying amount is recognized in profit or loss for the period.
For long-term equity investments accounted for using the equity method, if the remaining interest
after disposal is still accounted for using the equity method, other comprehensive income
previously recognised for using the equity method is accounted for on the same basis as would
have been required if the investee had directly disposed of related assets or liabilities, and
transferred to profit or loss for the period on a pro rata basis; owners' equity recognised due to
changes in other owners' equity of the investee (other than net profit or loss, other comprehensive
income and profit distribution) is transferred to profit or loss for the period on a pro rata basis.
For long-term equity investments accounted for using the cost method, if the remaining interest
after disposal is still accounted for using the cost method, other comprehensive income previously
recognised for using the equity method or in accordance with the standards for the recognition and
measurement of financial instruments before obtaining the control over the investee, is accounted
for on the same basis as would have been required if the investee had directly disposed of related
assets or liabilities, and transferred to profit or loss for the period on a pro rata basis; changes in
other owners' equity in the investee's net assets recognised under the equity method (other than
net profit or loss, other comprehensive income and profit distribution) is transferred to profit or
loss for the period on a pro rata basis.
13. Investment properties
Investment property is property held to earn rentals or for capital appreciation or both. It includes
a land use right that is leased out; a land use right held for transfer upon capital appreciation; and
a building that is leased out.
An investment property is measured initially at cost. Subsequent expenditures incurred for such
investment property are included in the cost of the investment property if it is probable that
economic benefits associated with an investment property will flow to the Group and the
subsequent expenditures can be measured reliably, other subsequent expenditures are recognized
in profit or loss in the period in which they are incurred.
The Group uses the cost model for subsequent measurement of investment property, and adopts a
depreciation or amortization policy for the investment property which is consistent with that for
buildings or land use rights.
When an investment property is sold, transferred, retired or damaged, the Group recognizes the
amount of any proceeds on disposal net of the carrying amount and related taxes in profit or loss
for the period.
- 32 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
14. Fixed assets
14.1 Recognition criteria for fixed assets
Fixed assets are tangible assets that are held for use in the production or supply of goods or
services, for rental to others, or for administrative purposes, and have useful lives of more than
one accounting year. A fixed asset is recognized only when it is probable that economic benefits
associated with the asset will flow to the Group and the cost of the asset can be measured reliably.
Fixed assets are initially measured at cost. Upon being restructured into a stock company, the
fixed assets initially contributed by the state-owned shareholders are recognized based on the
valuation amounts confirmed by the state-owned assets administration department.
Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and
if it is probable that economic benefits associated with the asset will flow to the Group and the
subsequent expenditures can be measured reliably. Meanwhile the carrying amount of the
replaced part is derecognized. Other subsequent expenditures are recognized in profit or loss in
the period in which they are incurred.
14.2 Depreciation of each category of fixed assets
A fixed asset is depreciated over its useful life using the straight-line method starting from the
month subsequent to the one in which it is ready for intended use. The useful life, estimated net
residual value rate and annual depreciation rate of each category of fixed assets are as follows:
Estimated Estimated Annual
Category useful lives residual value depreciation rate
Port and terminal facilities 5 - 50 years 10% 1.8%-18%
Container yards and buildings 5 - 40 years 10% 2.25%-18%
Mechanical equipment 5 - 15 years 10% 6%-18%
Motor vehicles, cargo ships and
5 - 20 years 10% 4.5%-18%
tugboats
Other equipment 5 years 10% 18%
Estimated net residual value of a fixed asset is the estimated amount that the Group would
currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the
asset were already of the age and in the condition expected at the end of its useful life.
- 33 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
14. Fixed assets - continued
14.3 Other explanations
If a fixed asset is upon disposal or no future economic benefits are expected to be generated from
its use or disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired
or damaged, the amount of any proceeds on disposal of the asset net of the carrying amount and
related taxes is recognized in profit or loss for the period.
The Group reviews the useful life and estimated net residual value of a fixed asset and the
depreciation method applied at least once at each financial year-end, and account for any change
as a change in an accounting estimate.
15. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include various
construction expenditures during the construction period, borrowing costs capitalized before it is
ready for intended use and other relevant costs. Construction in progress is not depreciated.
Construction in progress is transferred to a fixed asset when it is ready for intended use.
16. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying
asset are capitalized when expenditures for such asset and borrowing costs are incurred and
activities relating to the acquisition, construction or production of the asset that are necessary to
prepare the asset for its intended use or sale have commenced. Capitalization of borrowing costs
ceases when the qualifying asset being acquired, constructed or produced becomes ready for its
intended use or sale. Capitalization of borrowing costs is suspended during periods in which the
acquisition, construction or production of a qualifying asset is interrupted abnormally and when
the interruption is for a continuous period of more than 3 months. Capitalization is suspended
until the acquisition, construction or production of the asset is resumed. Other borrowing costs are
recognized as an expense in the period in which they are incurred.
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be
capitalized is the actual interest expense incurred on that borrowing for the period less any bank
interest earned from depositing the borrowed funds before being used on the asset or any
investment income on the temporary investment of those funds. Where funds are borrowed under
general-purpose borrowings, the Group determines the amount of interest to be capitalized on
such borrowings by applying a capitalization rate to the weighted average of the excess of
cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The
capitalization rate is the weighted average of the interest rates applicable to the general-purpose
borrowings.
- 34 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
16. Borrowing Costs - continued
During the capitalization period, exchange differences related to a specific-purpose borrowing
denominated in foreign currency are all capitalized. Exchange differences in connection with
general-purpose borrowings are recognized in profit or loss in the period in which they are
incurred.
17. Intangible assets
Intangible assets include land use rights, coastal line use rights and computer software.
An intangible asset is measured initially at cost. Upon being restructured into a stock company,
the intangible assets initial contributed by the state-owned shareholders are recognized based on
the valuation amounts confirmed by the state-owned assets administration department. When an
intangible asset with a finite useful life is available for use, its original cost is amortized over its
estimated useful life.
Amortization Residual
Category method Estimated useful lives(year) value (%)
Land use rights Straight-line method 20-50 -
Computer software Straight-line method 5 -
Coastal line use rights Straight-line method 5-50 -
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization
method at the end of the period, and makes adjustments when necessary.
18. Impairment of long-term assets
The Group assesses at the balance sheet date whether there is any indication that the long-term
equity investments, investment properties measured at cost method, construction in progress,
fixed assets and intangible assets with a finite useful life may be impaired. If there is any
indication that such assets may be impaired, recoverable amounts are estimated for such assets.
Intangible assets with indefinite useful life and intangible assets not yet available for use are
tested for impairment annually, irrespective of whether there is any indication that the assets may
be impaired.
Recoverable amount is estimated on individual basis. If it is not practical to estimate the
recoverable amount of an individual asset, the recoverable amount of the asset group to which the
asset belongs will be estimated. The recoverable amount of an asset is the higher of its fair value
less costs of disposal and the present value of the future cash flows expected to be derived from
the asset.
If the recoverable amount of an asset or an asset group is less than its carrying amount, the deficit
is accounted for as an impairment loss and is recognized in profit or loss.
- 35 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
18. Impairment of long-term assets - continued
Goodwill is tested for impairment at least at the end of each year. For the purpose of impairment
testing, goodwill is considered together with the related assets groups, i.e., goodwill is reasonably
allocated to the related assets groups or each of assets groups expected to benefit from the
synergies of the combination. In testing an assets group with goodwill for impairment, an
impairment loss is recognized if the recoverable amount of the assets group or sets of assets
groups (including goodwill) is less than its carrying amount. The impairment loss is firstly
allocated to reduce the carrying amount of any goodwill allocated to such assets group or sets of
assets groups, and then to the other assets of the group pro-rata basis on the basis of the carrying
amount of each asset (other than goodwill) in the group.
Once the impairment loss of above-mentioned asset is recognized, it shall not be reversed in any
subsequent period.
19. Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and amortized over
the current and subsequent periods (together of more than one year). Long-term prepaid expenses
are amortized using the straight-line method over the expected periods in which benefits are
derived.
20. Employee benefits
20.1 The accounting treatment of short-term employee benefits
Actually occurred short-term employee benefits are recognised as liabilities, with a corresponding
charge to the profit or loss for the period or in the costs of relevant assets in the accounting period
in which employees provide services to the Group. Staff welfare expenses incurred by the
Group are recognised in profit or loss for the period or the costs of relevant assets based on the
actually occurred amounts when it actually occurred. Non-monetary staff welfare expenses are
measured at fair value.
Payment made by the Group of social security contributions for employees such as premiums or
contributions on medical insurance, work injury insurance and maternity insurance, etc. and
payments of housing funds, as well as union running costs and employee education costs provided
in accordance with relevant requirements, are calculated according to prescribed bases and
percentages in determining the amount of employee benefits and recognised as relevant liabilities,
with a corresponding charge to the profit or loss for the period or the costs of relevant assets in the
accounting period in which employees provide services.
20.2 The accounting treatment of post-employment benefits
All the post-employment benefits are defined contribution plans.
The contribution payable to the defined contribution plan is recognised as liabilities, with a
corresponding charge to the profit or loss for the period or in the costs of relevant assets in the
accounting period in which employees provide services to the Group.
- 36 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
20、Employee benefits - continued
20.3 The accounting treatment of termination benefits
When the Group provides termination benefits to employees, employee benefit liabilities are
recognised for termination benefits, with a corresponding charge to the profit or loss for the
period at the earlier of: (1) when the Group cannot unilaterally withdraw the offer of termination
benefits because of the termination plan or a curtailment proposal; and (2) when the Group
recognizes costs or expenses related to restructuring that involves the payment of termination
benefits.
21. Provisions
Provisions are recognised when the Group has a present obligation related with contingencies, it is
probable that the Group will be required to settle that obligation causing an outflow of economic
benefits, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation at balance sheet date, taking into account the risks, uncertainties and time
value of money surrounding the obligation. When a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those cash
flows where the effect of the time value of money is material.
When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognised as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable should not exceed the carrying
amount of provisions.
22. Revenue
22.1 Revenue from rendering of services
The Group provides load and unload services, tugboat and trailer services, logistics agency and
other related harbor services to customers. Revenue from rendering of services is recognized
when (1) the amount of revenue can be measured reliably; (2) it is probable that the associated
economic benefits will flow to the enterprise; and (3) the associated costs incurred or to be
incurred can be measured reliably.
22.2 Rental income
The operating lease income of investment property should be recognized in the lease term at the
price stated in contract or agreements using the straight-line method.
22.3 Interest income
Interest income is calculated based on the length of time for which the Group's cash is used by
others and the applicable interest rate.
- 37 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
23. Government grants
Government grants are transfer of monetary assets or non-monetary assets from the government to
the Group at no consideration. A government grant measured at a nominal amount is recognized
immediately in profit or loss for the period.
A government grant is recognized only when the Group can comply with the conditions attached
to the grant and the Group will receive the grant. If a government grant is in the form of a transfer
of a monetary asset, it is measured at the amount received or receivable.
23.1 The accounting treatment of government grants related to assets
A government grant related to an asset is recognized as deferred income, and evenly amortized to
profit or loss over the useful life of the related asset.
23.2 The accounting treatment of government grants related to income
A government grant relating to income, if used to compensate the related expenses or losses to be
incurred in subsequent periods, is determined as deferred income and recognised in profit or loss
over the periods in which the related costs are recognized; if used to compensate the related
expenses or losses already incurred, is recognised immediately in profit or loss for the period.
24. Deferred tax assets/ deferred tax liabilities
The income tax expenses include current income tax and deferred income tax.
24.1 Current income tax
At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods
are measured at the amount expected to be paid (or recovered) according to the requirements of
tax laws.
24.2 Deferred tax assets and deferred tax liabilities
For temporary differences between the carrying amounts of certain assets or liabilities and their
tax base, or between the nil carrying amount of those items that are not recognized as assets or
liabilities and their tax base that can be determined according to tax laws, deferred tax assets and
liabilities are recognized using the balance sheet liability method.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred
tax assets for deductible temporary differences are recognized to the extent that it is probable that
taxable profits will be available against which the deductible temporary differences can be utilized.
However, for temporary differences associated with the initial recognition of goodwill and the
initial recognition of an asset or liability arising from a transaction (not a business combination)
that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of
transaction, no deferred tax asset or liability is recognized.
- 38 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
24. Deferred tax assets/ deferred tax liabilities - continued
24.2 Deferred tax assets and deferred tax liabilities - continued
For deductible losses and tax credits that can be carried forward, deferred tax assets are
recognized to the extent that it is probable that future taxable profits will be available against
which the deductible losses and tax credits can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with
investments in subsidiaries and associates, and interests in joint ventures, except where the Group
is able to control the timing of the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only
recognized to the extent that it is probable that there will be taxable profits against which to utilize
the benefits of the temporary differences and they are expected to reverse in the foreseeable
future.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates
applicable in the period in which the asset is realized or the liability is settled according to tax
laws.
Current and deferred tax expenses or income are recognized in profit or loss for the period, except
when they arise from transactions or events that are directly recognized in other comprehensive
income or in equity, in which case they are recognized in other comprehensive income or in
equity, and when they arise from business combinations, in which case they adjust the carrying
amount of goodwill.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it
is no longer probable that sufficient taxable profits will be available in the future to allow the
benefit of deferred tax assets to be utilized. Any such reduction in amount is reversed when it
becomes probable that sufficient taxable profits will be available.
24.3 Offset of income tax
When the Group has a legal right to settle on a net basis and intends either to settle on a net basis
or to realize the assets and settle the liabilities simultaneously, current tax assets and current tax
liabilities are offset and presented on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and
deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities which intend either to settle
current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously,
in each future period in which significant amounts of deferred tax assets or liabilities are expected
to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net
basis.
- 39 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
25. Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
25.1 The accounting treatment of operating leases
25.1.1 The Group as lessee under operating leases
Operating lease payments are recognized on a straight-line basis over the term of the relevant
lease, and are either included in the cost of related asset or charged to profit or loss for the period.
Initial direct costs incurred are charged to profit or loss for the period. Contingent rents are
charged to profit or loss in the period in which they are actually incurred.
25.1.2 The Group as lessor under operating leases
Rental income from operating leases is recognized in profit or loss on a straight-line basis over the
term of the relevant lease. Initial direct costs with more than an insignificant amount are
capitalized when incurred, and are recognized in profit or loss on the same basis as rental income
over the lease term. Other initial direct costs with an insignificant amount are charged in profit or
loss in the period in which they are incurred. Contingent rents are charged to profit or loss in the
period in which they actually arise.
26. Safety Production Cost
According to the Administrative Rules on Provision and Use of Enterprise Safety Production Cost
jointly issued by the Ministry of Finance and the State Administration of Work Safety on 14
February 2012 (filed as Cai Qi [2012] No. 16), safety production cost set aside by the Group is
directly included in the cost of relevant products or recognized in profit or loss for the period, as
well as the special reserve. When safety production cost set aside is utilized, if the costs incurred
can be categorized as expenditure, the costs incurred should be charged against the special reserve.
If the costs set aside are used to build up fixed assets, the costs should be charged to construction
in progress, and reclassified to fixed assets when the safety projects are ready for intended use.
Meantime, expenditures in building up fixed assets are directly charged against the special reserve
with the accumulated depreciation recognized at the same amount. Depreciation will not be made
in the future period on such fixed assets.
- 40 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
27. Critical judgments in applying accounting policies and key assumptions and
uncertainties in accounting estimates
In the application of accounting policies as set out in Note (IV), the Company is required to make
judgments, estimates and assumptions about the carrying amounts of items in the financial
statements that cannot be measured accurately, due to the internal uncertainty of the operating
activities. These judgments, estimates and assumptions are based on historical experiences of the
Company's management as well as other factors that are considered to be relevant. Actual results
may differ from these estimates.
The Company regularly reviews the judgments, estimates and assumptions on a going concern
basis. Changes in accounting estimates which only affect the current period should be recognized
in current period; changes which not only affect the current but the future periods should be
recognized in current and future periods. At the balance sheet date, key assumptions and
uncertainties that are likely to lead to significant adjustments to the book values of assets and
liabilities in the future are:
Goodwill impairment
For the purpose of impairment testing, the present value of the expected future cash flows of the
assets group or portfolio including goodwill shall be calculated, and such expected future cash
flows shall be estimated. Meantime, a pre-tax rate shall be determined that should reflect the time
value of money on the current market and the specific asset risks.
Recognition of deferred tax
The Group calculates and makes provision for deferred income tax liabilities according to the
profit distribution plan of subsidiaries, associates and the joint ventures subject to the related law.
For retained earnings which are not allocated by the investment company, since the profits will be
used to invest the company's daily operation and future development, no deferred income tax
liabilities are recognized. If the actually distributed profits in the future are more or less than those
expected, corresponding deferred tax liabilities will be recognized or reversed at the earlier of
profits distribution date and the declaration date, in the profit and loss of the current period.
Deferred tax assets are recognized based on the deductible temporary difference and the
corresponding tax rate, to the extent that it has become probable that future taxable profit will be
available for the deductible temporary difference. If in the future the actual taxable income does
not coincide with the amount currently expected, the deferred tax assets resulting will be
recognized or reversed in the period when actually incurred, in profit or loss.
- 41 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
28、Material changes in accounting policies
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), 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. Changes in accounting
policies incurred by adopting the previous new or amended CAS have been approved by the
Company's Board of Directors on 25th March 2015.
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.
Employee benefits
Before the implementation of Accounting Standard for Business Enterprises No.9–Employee
Benefits (Revised), as to the accounting treatment of termination benefits, for termination of
employment before the end of employment contract or compensation offers made to encourage
employees to accept voluntary redundancy, if the Group had developed a formal termination plan
or made an offer to encourage voluntary redundancy which was about to be implemented , and at
the same time the Group could not unilaterally withdraw such termination plan or redundancy
offer, provisions for the expected compensation for termination of employment would be
recognized, with a corresponding charge to the profit or loss for the current period.
After the implementation of Accounting Standard for Business Enterprises No.9–Employee
Benefits (Revised), details of accounting policies for termination benefits are set out in Note (IV)
20.3 Accounting treatment of termination benefits. Management of the Group believes that
adopting CAS 9 has no material impact on the Group's financial statements.
- 42 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
28、Material changes in accounting policies - continued
Joint arrangements
Under Accounting Standard for Business Enterprises No.40–Joint Arrangements, there are two
types of joint arrangements – joint operations and joint ventures. The type of joint arrangements is
determined based on the rights and obligations of joint operator to the joint arrangements by
considering the factors, such as the structure, the legal form of the arrangements, and the
contractual terms, etc. A joint operation is a joint arrangement whereby the joint operators have
rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture
is a joint arrangement whereby the joint ventures have rights to the net assets of the arrangement.
Management of the Group believes that adopting CAS 40 has no material impact on the Group's
financial statements.
Consolidated financial statements
Accounting Standard for Business Enterprises No.33–Consolidated Financial Statements (Revised)
changes the definition of control such that an investor has control over an investee when a) it has
power over the investee, b) it is exposed, or has rights, to variable returns from its involvement
with the investee and c) has the ability to use its power to affect its returns; it also clarifies the
accounting treatments for special transactions. Management of the Group believes that adopting
CAS 33 has no material impact on the Group's financial statements.
Presentation of financial instruments
Accounting Standard for Business Enterprises No. 37– Presentation of Financial Instruments
(Revised) adds the requirements regarding offsetting and disclosures, the disclosure requirements
on the transfer of financial assets, and revised disclosure requirements on the maturity analysis for
financial assets and financial liabilities. Management of the Group believes that adopting CAS 37
has no material impact on the Group's financial statements.
Presentation of financial statements
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.
- 43 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
28、Material changes in accounting policies - continued
Fair value measurement
Accounting Standard for Business Enterprises No. 39– Fair Value Measurement prescribes the
measurements of fair value and disclosures about fair value measurements. Adopting CAS 39 has
no material impact on the measurement of financial statement items, but will result in more
extensive disclosures about fair value in the notes to the financial statements. Required
disclosures have been made in the financial statements in accordance with CAS 39.
Disclosure of interests in other entities
Accounting Standard for Business Enterprises No. 41– Disclosure of Interests in Other Entities
applies to the disclosure of an entity's interest in subsidiaries, joint arrangements, associates and
unconsolidated structured entities. Adopting CAS 41 results in more extensive disclosure in the
notes to the entity's financial statements. Required disclosures have been made in the financial
statements in accordance with CAS 41, and the notes to the comparative financial statements had
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 Other
(Before Long-term equity comprehensive 31/12/2013
restatement) investments income Deferred income (After restatement)
Available-for-sale financial
5,580,000.00 13,909,200.00 - - 19,489,200.00
assets
Long-term equity investment 1,574,597,485.03 (13,909,200.00) - - 1,560,688,285.03
Other comprehensive income - - (10,267,569.50) - (10,267,569.50)
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 liabilities 48,594,551.13 - - (48,594,551.13) -
Deferred income - - - 48,594,551.13 48,594,551.13
Total amount of impact on
4,728,076,181.87 - - - 4,728,076,181.87
shareholders' equity
Attributable to shareholders'
3,947,846,392.77 - - - 3,947,846,392.77
equity of the parent company
Minority interests 780,229,789.10 - - - 780,229,789.10
- 44 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
28、Material changes in accounting policies - continued
Disclosure of interests in other entities - continued
Unit: RMB
01/01/2013 Other
(Before Long-term equity comprehensive 01/01/2013
restatement) investments income Deferred income (After restatement)
Available-for-sale financial
5,210,000.00 13,909,200.00 - - 19,119,200.00
assets
Long-term equity investment 1,544,951,108.34 (13,909,200.00) - - 1,531,041,908.34
Other comprehensive income - - (10,437,217.50) - (10,437,217.50)
Translation differences
arising 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 liabilities 53,652,355.62 - - (53,652,355.62) -
Deferred income - - - 53,652,355.62 53,652,355.62
Total amount of impact on
4,465,009,905.44 - - - 4,465,009,905.44
shareholders' equity
Attributable to shareholders'
3,678,032,085.18 - - - 3,678,032,085.18
equity of the 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 for the year ended by 31 December 2013.
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
31/12/2013 Long-term equity Other 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
- 45 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IV) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
28、Material changes in accounting policies – continued
Disclosure of interests in other entities - continued
Unit: RMB
01/01/2013 Long-term equity Other 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 for the year ended by 31 December 2013.
(V) TAXES
1. Major taxes and tax rates
Taxes Tax basis Tax rate
Enterprise income tax Taxable income 25%
Load and unload income, tugboat income, trailer income,
6% (Note 1)
warehousing income and agency income
Taxable income from vehicle maintenance and utilities supplies
Value-add Tax 13% and17%
on ships in shore
Taxable income from sales of scraps and rental income from
3%
tangible property
Taxable rental income from intangible property and labor
Business tax 5%
dispatching income
Urban maintenance and 5% and 7 %
VAT and Business tax paid
construction tax (Note 2)
Education surplus VAT and Business tax paid 3%
Regional education surplus VAT and Business tax paid 2%
Entities using different enterprise income tax rate:
Name of entity Enterprise income tax rate
Chiwan Wharf Holdings (HK) Limited 16.5%
Chiwan Shipping (HK) Company Limited 16.5%
- 46 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(V) TAXES - continued
1. Major taxes and tax rates - continued
Note 1: According to the Notice on Taxable Services Subject to "VAT" Tax Rate of Zero and
Exemption issued by the Ministry of Finance and State Administration of Taxation (filed
as Cai Shui [2011] No.131), and approvals released by Shekou National Taxation Bureau
in Shenzhen (filed as Jian Mian Bei [2012] No.0686, No.0693, No.0834 and .Jian Mian
Bei [2013] No.0136 respectively), Container Terminal Company Limited, Shenzhen
Chiwan Harbor Container Company Limited and Shenzhen Chiwan Shipping and
Transportation Company Limited, the subsidiaries of the Company, are exempt from
"VAT" when providing logistics support service (except for warehousing service).
Note 2: The subsidiaries set up in Shenzhen are subject to an urban maintenance and construction
tax rate of 7%, and those set up in Dongguan are subject to an urban maintenance and
construction tax rate of 5%.
2. Tax preference
On 21 February 2012, Machong Branch of National Taxation Bureau in Dongguan City approved
that Dongguan Chiwan Wharf Co., Ltd (DGW), a subsidiary of the Group, was subjected to tax
preference of "3-year exemption followed by 3-year half reduction" commencing from 2010.
2014 is its second year with tax preference of half reduction; hence, DGW has calculated its
income tax at a rate of 12.5% (2013: 12.5%).
On 8 July 2014, Machong Branch of National Taxation Bureau in Dongguan City approved that
Dongguan Chiwan Terminal Co., Ltd (DGT), a subsidiary of the Group, was subjected to tax
preference of "3-year exemption followed by 3-year half reduction" commencing from 2014.
DGT is exempted from income tax in 2014 (2013: 25%).
According to Doc. [2004] No.538 issued by the Third Branch of Local Taxation Bureau in
Shenzhen, the profit derived from berth #12 of Chiwan Container Terminal Company Limited
which has been under construction and put into operation by stages, is entitled to full exemption
from income tax for five years commencing from its first profit making year and a 50%
exemption for the following five years when certain requirements are met. The tax preference of
berth #12 is due in 2014, hence, Chiwan Container Terminal Company Limited has calculated its
income tax at a rate of 25% (2013: 12.5%).
According to Doc. [2007] No.40 issued by Shekou Local Taxation Bureau in Shenzhen, the profit
derived from berth #13 of Chiwan Container Terminal Company Limited which has been under
construction and put into operation by stages, is entitled to full exemption from income tax for
five years commencing from its first profit making year and a 50% exemption for the following
five years when certain requirements are met. 2014 is the tenth profit-making year of berth #13;
hence, Chiwan Container Terminal Company Limited has calculated its income tax at a rate of
12.5% (2013: 12.5%).
According to Doc. [2013] No.3 issued by Shekou Local Taxation Bureau In Shenzhen, the profits
derived from berth #13A of Shenzhen Chiwan Harbour Container Company Limited, is entitled to
full exemption from income tax for three years commencing from its first profit making year and
50% exemption for the following three year when certain requirements are met. 2014 is the third
profit-making year of berth #13A; hence, it has been exempted from enterprise income tax.
- 47 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Currency Funds
Unit: RMB
Closing balance Opening balance
Exchange Exchange
Item Original currency rate Amount in RMB Original currency rate Amount in RMB
Cash:
RMB 9,981.65 1.0000 9,981.65 9,699.39 1.0000 9,699.39
USD 71.00 6.1190 434.45 71.00 6.0969 432.88
HKD 983.70 0.7889 776.04 703.79 0.7862 553.32
Subtotal 11,192.14 10,685.59
Bank deposit:
RMB 330,799,996.02 1.0000 330,799,996.02 607,052,542.23 1.0000 607,052,542.23
USD 6,764,220.95 6.1190 41,390,267.99 12,027,862.01 6.0969 73,332,671.91
HKD 119,150,317.66 0.7889 93,997,685.60 42,130,496.98 0.7862 33,122,996.73
Subtotal 466,187,949.61 713,508,210.87
Other currency funds
(Note)
RMB 2,436,344.72 1.0000 2,436,344.72 2,020,462.78 1.0000 2,020,462.78
USD - 6.1190 - - 6.0969 -
HKD - 0.7889 - 200.00 0.7862 157.24
Subtotal 2,436,344.72 2,020,620.02
Total 468,635,486.47 715,539,516.48
Note: The balance of other currency funds is mainly the amount deposited in the securities
settlement account of China Merchants Securities Co., Ltd.
2. Notes receivable
Unit: RMB
Category Closing balance Opening balance
Bank acceptance bills 2,500,000.00 200,000.00
3. Accounts receivable
(1) Disclosure of accounts receivable by categories
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Item Amount (%) Amount (%) Book value Amount (%) Amount (%) Book value
Accounts receivable that
are individually
significant and for which
- - - - - - - - - -
bad debt provision has
been assessed
individually
Accounts receivable for which bad debt provision has been assessed by credit risk portfolios
Portfolio 1 9,713,134.41 4.76 - - 9,713,134.41 4,114,310.45 1.84 - - 4,114,310.45
Portfolio 2 194,290,803.68 95.24 361,993.47 0.19 193,928,810.21 219,641,091.44 98.16 313,924.90 0.14 219,327,166.54
Subtotal of portfolios 204,003,938.09 100.00 361,993.47 0.18 203,641,944.62 223,755,401.89 100.00 313,924.90 0.14 223,441,476.99
Accounts receivable that
are not individually
significant but for which
- - - - - - - - - -
bad debt provision has
been assessed
individually
Total 204,003,938.09 100.00 361,993.47 0.18 203,641,944.62 223,755,401.89 100.00 313,924.90 0.14 223,441,476.99
- 48 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
3. Accounts receivable - continued
(1) Disclosure of accounts receivable by categories - continued
Accounts receivable portfolios for which bad debt provision has been assessed using the
aging analysis approach:
Unit: RMB
Closing balance Opening balance
Bad debt Proportion Carrying Bad debt Proportion
Aging Carrying amount provision (%) Book value amount provision (%) Book value
Within 1 year 193,242,566.45 109,535.22 0.06 193,133,031.23 218,620,368.14 99,249.04 218,521,119.10
0.05
More than 1 year
964,041.23 192,808.25 20.00 771,232.98 985,619.30 197,123.86 788,495.44
but not exceeding 2 years 20.00
More than 2 years
49,092.00 24,546.00 50.00 24,546.00 35,104.00 17,552.00 17,552.00
but not exceeding 3 years 50.00
More than 3 years 35,104.00 35,104.00 100.00 - - - - -
Total 194,290,803.68 361,993.47 0.19 193,928,810.21 219,641,091.44 313,924.90 0.14 219,327,166.54
(2) Aging of accounts receivable
Unit: RMB
Closing balance Opening balance
Carrying Proportion Bad debt Carrying Proportion Bad debt
Aging amount (%) provision Book value amount (%) provision Book value
Within 1 year 202,955,700.86 99.49 109,535.22 202,846,165.64 222,734,678.59 99.54 99,249.04 222,635,429.55
More than 1 year
964,041.23 0.47 192,808.25 771,232.98 985,619.30 0.44 197,123.86 788,495.44
but not exceeding 2 years
More than 2 years
49,092.00 0.02 24,546.00 24,546.00 35,104.00 0.02 17,552.00 17,552.00
but not exceeding 3 years
More than 3 years 35,104.00 0.02 35,104.00 - - - - -
Total 204,003,938.09 100.00 361,993.47 203,641,944.62 223,755,401.89 100.00 313,924.90 223,441,476.99
(3) Top five balances of accounts receivable
Unit: RMB
Proportion of the
amount to the total
Relationship with accounts receivable
Name of customer the Company Amount (%) Bad debt provision
Customer A Customer 89,660,504.95 43.95 67,427.48
Customer B Customer 15,918,652.95 7.80 -
Customer C Customer 10,850,495.36 5.32 -
Customer D Customer 8,313,778.72 4.08 57,738.00
Customer E Customer 5,982,424.91 2.93 -
Total 130,725,856.89 64.08 125,165.48
(4) Increase, reverse and write-off of bad debt provision
Unit: RMB
Decrease
Item Opening balance Increase Reversal Write-off Closing balance
Accounts receivable 313,924.90 286,470.01 238,401.44 - 361,993.47
(5) As at 31 December 2014, no balances included in above accounts receivable are due from the
shareholders of the Company who hold over 5% voting right. Please see Note (XI) 6 for
receivables from related parties.
- 49 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Prepayments
(1) Prepayments presented by aging
Unit: RMB
Closing balance Opening balance
Item Amount Proportion (%) Amount Proportion (%)
Within 1 year 1,884,932.73 94.96 1,662,772.86 98.27
More than 1 year
100,000.00 5.04 29,239.00 1.73
but not exceeding 2 years
Total 1,984,932.73 100.00 1,692,011.86 100.00
(2) Top five balances of prepayments
Unit: RMB
Proportion of
the amount to
the total
Relationship with accounts
Name of Supplier the Company Amount receivable (%)
Chinese People's Property Insurance Co., Ltd. Shenzhen
Supplier 1,127,927.55 56.82
Branch Merlin branch
Changsha Sanhan Inertia Brake Co., Ltd Supplier 229,500.00 11.56
Beijing Aaopeng Science and Technology Development
Supplier 175,000.00 8.82
Co., Ltd.
China Continent Property & Casualty Insurance Company Supplier 122,386.62 6.17
Swiss set Truck Marketing Services Ltd. Supplier 100,000.00 5.04
Total 1,754,814.17 88.41
(3) The Group has no significant aging over one year prepayment.
(4) As at 31 December 2014, no balances included in above prepayments are due from the
shareholders of the Company who hold over 5% voting right.
5. Interest receivable
(1) Interest receivable
Unit: RMB
Category Closing balance Opening balance
Fixed term deposit 183,213.50 984,200.00
(2) The Group has no significant overdue interest.
- 50 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
6. Dividends receivable
(1) Dividends receivable
Unit: RMB
Opening Impairment
Item balance Increase Decrease Closing balance appeared or not
China Overseas Harbor Affairs
- - No
(Laizhou) Co., Ltd. 106,169,425.24 106,169,425.24
Media Port Investments Limited 3,334,985.50 46,119,141.25 49,454,126.75 - No
China Ocean Shipping Agency (Shenzhen)
- 3,900,000.00 3,900,000.00 - No
Company Limited
Jiang Su Ninghu Expressway Company
- 380,000.00 380,000.00 - No
Limited
Total 3,334,985.50 156,568,566.49 159,903,551.99 -
(2) The Group has no dividends receivable aging more than one year.
7. Other receivables
(1) Disclosure of other receivables by categories:
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Category Amount (%) Amount (%) Book value Amount (%) Amount (%) Book value
Other receivables that are
individually significant and
for which bad debt provision - - - - - - - - - -
has been assessed
individually
Other receivables for which bad debt provision has been assessed by credit risk portfolios
Portfolio 1 25,553,830.02 59.68 100,000.00 0.39 25,453,830.02 9,126,793.25 69.67 125,160.67 1.37 9,001,632.58
Portfolio 2 17,261,884.10 40.32 394,711.39 2.29 16,867,172.71 3,972,386.17 30.33 394,338.90 9.93 3,578,047.27
Subtotal of portfolios 42,815,714.12 100.00 494,711.39 1.16 42,321,002.73 13,099,179.42 100.00 519,499.57 3.97 12,579,679.85
Other receivables that are not
individually significant but
for which bad debt provision - - - - - - - - - -
has been assessed
individually
Total 42,815,714.12 100.00 494,711.39 1.16 42,321,002.73 13,099,179.42 100.00 519,499.57 3.97 12,579,679.85
Other receivables portfolios for which bad debt provision has been assessed using the aging
analysis
Unit: RMB
Closing balance Opening balance
Bad debt Proportion Carrying Bad debt Proportion
Aging Carrying amount provision (%) Book value amount provision (%) Book value
Within 1 year 16,867,331.00 9,035.49 0.05 16,858,295.51 3,587,062.01 10,508.79 0.29 3,576,553.22
More than 1 year
11,096.50 2,219.30 20.00 8,877.20 1,867.56 373.51 20.00 1,494.05
but not exceeding 2 years
More than 2 years
- - - - - - - -
but not exceeding 3 years
More than 3 years 383,456.60 383,456.60 100.00 - 383,456.60 383,456.60 100.00 -
Total 17,261,884.10 394,711.39 2.29 16,867,172.71 3,972,386.17 394,338.90 9.93 3,578,047.27
- 51 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
(2) Aging of other receivables
Unit: RMB
Closing balance Opening balance
Proportion Bad debt Carrying Proportion Bad debt
Aging Carrying amount (%) provision Book value amount (%) provision Book value
Within 1 year 36,877,560.35 86.13 9,035.49 36,868,524.86 6,296,028.40 48.06 10,508.79 6,285,519.61
More than 1 year
111,311.71 0.26 2,219.30 109,092.41 1,107,449.23 8.45 373.51 1,107,075.72
but not exceeding 2 years
More than 2 years
769,684.50 1.80 - 769,684.50 2,914,884.39 22.26 - 2,914,884.39
but not exceeding 3 years
More than 3 years 5,057,157.56 11.81 483,456.60 4,573,700.96 2,780,817.40 21.23 508,617.27 2,272,200.13
Total 42,815,714.12 100.00 494,711.39 42,321,002.73 13,099,179.42 100.00 519,499.57 12,579,679.85
(3) Disclosure of other receivables by nature
Unit: RMB
Item Closing balance Opening balance
Temporary payments 21,840,184.60 5,232,161.10
Deposits 6,363,552.37 7,066,267.98
Others 14,611,977.15 800,750.34
Total 42,815,714.12 13,099,179.42
(4) Top five balances of other receivables
Unit: RMB
Proportion of the
amount to the total
accounts receivable
Name of company Nature of the fund Amount Aging (%) Bad debt provision
Dongguan Municipal
Others 12,175,000.00 Within one year 28.44 -
Finance Bureau
Shenzhen Mawan Temporary payments
10,053,588.97 Within one year 23.48 -
Terminals Co., Ltd. from related parties
Shenzhen Mawan Port Temporary payments
5,008,548.13 Within one year 11.70 -
Co., Ltd. from related parties
Temporary payments
CMBL 3,041,907.46 Within one year 7.10 -
from related parties
Shenzhen Southsea
Grains Industries Temporary payments 2,132,690.00 Within one year 4.98 -
Limited
Total 32,411,734.56 75.70 -
(5) Increase, reverse and write-off of bad debt provision
Unit: RMB
Decrease Translate
foreign currency
Item Opening balance Increase Reversal Write-off statements Closing balance
Other receivable 519,499.57 10,699.97 35,708.97 - 220.82 494,711.39
(6) As at 31 December 2014, no balances included in above other receivables are due from the
shareholders of the Company who hold over 5% voting right except that from the Nanshan Group.
Please see Note (XI) 6 for receivables from Nanshan Group and other related parties.
- 52 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
8. Inventories
(1) Categories of inventories
Unit: RMB
2014 2013
Provision for Provision for
decline in value of decline in value of
Item Carrying amount inventories Book value Carrying amount inventories Book value
Spare parts 18,866,392.87 972,744.93 17,893,647.94 20,755,196.60 974,871.14 19,780,325.46
Fuel 1,196,520.67 - 1,196,520.67 1,417,014.73 - 1,417,014.73
Low value consumables - - - 56,015.99 - 56,015.99
Total 20,062,913.54 972,744.93 19,090,168.61 22,228,227.32 974,871.14 21,253,356.18
(2) Provision for decline in value of inventories
Unit: RMB
Decrease
Item Opening balance Increase Reversal Write-off Closing balance
Spare parts 974,871.14 - 2,126.21 - 972,744.93
9、Other current assets
Unit: RMB
Item Closing balance Opening balance
Added-value tax to be certified and deducted 16,893,412.98 15,672,486.73
10. Available-for-sale financial assets
(1) Available-for-sale financial assets
Unit: RMB
Closing balance Opening balance
Carrying Provision for Carrying Provision for
Item amount impairment Book value amount impairment Book value
Available-for-sale cost of equity
24,337,500.00 3,128,300.00 21,209,200.00 22,617,500.00 3,128,300.00 19,489,200.00
instruments
Measured at fair value 7,300,000.00 - 7,300,000.00 5,580,000.00 - 5,580,000.00
Measured at cost 17,037,500.00 3,128,300.00 13,909,200.00 17,037,500.00 3,128,300.00 13,909,200.00
Total 24,337,500.00 3,128,300.00 21,209,200.00 22,617,500.00 3,128,300.00 19,489,200.00
(2) Available-for-sale financial assets measured at fair value at the end of the year
Unit: RMB
Available-for-sale
Classification of available-for-sale financial assets equity instruments
Cost of equity instruments 1,120,000.00
Fair value 7,300,000.00
Accumulated amount of changes in fair value included in the other comprehensive income 6,180,000.00
Provision amount for impairment -
Note: The available-for-sale financial assets held by the Company represent the fair value of the
circulating shares of Jiang Su Ninghu Expressway Company Ltd at the end of the year.
- 53 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
10. Available-for-sale financial assets - continued
(3) Available-for-sale financial assets measured at cost at the end of the year
Unit: RMB
Carrying amount Provision for impairment Proportion
of
ownership Cash
interests in dividends
Opening Closing Opening Closing the investee for the
Investees balance Increase Decrease balance balance Increase Decrease balance (%) period
Shenzhen
Petro-chemical
3,500,000.00 - - 3,500,000.00 3,117,800.00 - - 3,117,800.00 0.26 -
Industry (Group)
Company Limited
Guangdong Guang Jian
Group Company 27,500.00 - - 27,500.00 10,500.00 - - 10,500.00 0.02 -
Limited
China Ocean Shipping
Agency (Shenzhen) 13,510,000.00 - - 13,510,000.00 - - - - 15.00 3,900,000.00
Company Limited
Total 17,037,500.00 - - 17,037,500.00 3,128,300.00 - - 3,128,300.00 3,900,000.00
Note: The available-for-sale financial assets measured at cost are equity investments of Shenzhen
Petro-chemical Industry (Group) Company Limited, Guangdong Guang Jian Group
Company Limited and China Ocean Shipping Agency (Shenzhen) Company Limited. None
of the stocks of above-mentioned companies are traded in market or fair value could be
measured reliably, hence, the Group measures these equity investments under cost method.
(4) Movements of available-for-sale financial assets in the reporting period
Unit: RMB
Available-for-sale equity
Category instruments
Provision amount for impairment at the beginning of the year 3,128,300.00
Increase in the current year -
Decrease in the current year -
Provision amount for impairment at the end of the year 3,128,300.00
- 54 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
11. Long-term equity investments
Unit: RMB
Changes
Reconciling
Investment items from
profit or loss other Cash dividends Closing value of
Accounting Opening under equity comprehensive Other equity announced of Provision for provision for
Investee method Investment cost balance Increase Decrease method income movements issuance impairment Others Closing balance impairment
I. Joint ventures
China Overseas Harbor Affairs
(Laizhou) Co., Ltd.(Note 1)
Equity method 749,655,300.00 833,537,997.04 - - 34,244,750.24 - - 106,169,425.24 - - 761,613,322.04 -
II. Associates
China Merchants Holdings
(International) Information Technology Equity method 1,875,000.00 13,482,832.15 - - 1,171,179.25 - - - - - 14,654,011.40 -
C Ld
CMBL Equity method 280,000,000.00 306,866,224.24 - - 5,215,920.54 - - - - - 312,082,144.78 -
MediaPortInvestmentsLimited("MPIL")
(Note 2)
Equity method 139,932.00 305,696,092.45 - - 43,439,804.43 - - 49,347,134.36 - - 299,788,762.52 -
China Development Finance Co., Ltd. Equity method 100,000,000.00 101,105,139.15 - - 4,096,895.16 - - - - - 105,202,034.31 -
Subtotal 382,014,932.00 727,150,287.99 - - 53,923,799.38 - - 49,347,134.36 - - 731,726,953.01 -
Total 1,131,670,232.00 1,560,688,285.03 - - 88,168,549.62 - - 155,516,559.60 - - 1,493,340,275.05 -
Note 1: The Company holds 40% equity interests in China Overseas Harbor Affairs (Laizhou) Co., Ltd. (hereinafter "COHA (Laizhou)"). According
to the investment agreement with shareholders of COHA (Laizhou) and its constitutions, significant matters such as operating decisions can
be passed only when approved by directors of the Company and the other ventures. Therefore, COHA (Laizhou) is deemed to be under
common control of Chiwan Wharf and the other shareholders; accordingly COHA (Laizhou) is accounted for as a joint venture.
Note 2: On 30 September 2002, China Merchants Holdings (International) Company Limited (the "CMHI", a listed company in Hong Kong) and
Shenzhen South Oil (Group) Company Limited (the "SSOG") entered into an agreement called "Agreement on Cooperation and
Development of Mawan Port" (the "Development Agreement") to incorporate three joint ventures, namely SMW, SMP and Shenzhen
Mawan Terminals Co., Ltd. ("SMT") (together referred to as "Mawan Companies"), to construct and operate the berth 0#, 5#, 6#, 7# and 8#
in Mawan Port. According to the Development Agreement, CMHI and the Group will jointly set up Media Port Investments Limited (the
"MPIL") with equal percentage of equity held respectively. MPIL then incorporates the abovementioned three joint ventures together with
SSOG, and MPIL has 60% equity in each of the three joint ventures.
- 55 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Investment properties
(1) Investment properties measured under cost method
Unit: RMB
Opening Closing
carrying carrying
Item amount Increase Decrease amount
I. Total original carrying amount 65,028,138.00 - - 65,028,138.00
1. Buildings 33,519,173.00 - - 33,519,173.00
2. Land use right 31,508,965.00 - - 31,508,965.00
II. Total accumulated depreciation and
32,780,416.15 1,215,782.40 - 33,996,198.55
amortization
1. Buildings 17,894,078.51 602,017.08 - 18,496,095.59
2. Land use right 14,886,337.64 613,765.32 - 15,500,102.96
III. Total net book value of investment
32,247,721.85 31,031,939.45
property
1. Buildings 15,625,094.49 15,023,077.41
2. Land use right 16,622,627.36 16,008,862.04
IV. Total accumulated amount of
provision for impairment losses of - - - -
investment property
1. Buildings - - - -
2. Land use right - - - -
V. Total carrying value of investment
32,247,721.85 31,031,939.45
property
1. Buildings 15,625,094.49 15,023,077.41
2. Land use right 16,622,627.36 16,008,862.04
Note: Depreciation and amortization for the current period is RMB1,215,782.40.
(2) Investment properties without ownership certificates
For the year ended 31 December 2014, the Group has not obtained any ownership certificates of
investment properties. Please see the Note (VI) 15 for the reasons and management
countermeasures.
- 56 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
13. Fixed assets
(1) Fixed assets
Unit: RMB
Opening carrying Closing carrying
Item amount Increase Decrease amount
I. Total original carrying amount 4,800,064,025.56 705,206,232.41 48,782,327.71 5,456,487,930.26
Including: Port and terminal facilities 1,530,616,443.70 436,682,432.22 2,365,466.35 1,964,933,409.57
Container yards and
853,603,875.77 190,513,079.98 28,274,309.33 1,015,842,646.42
buildings
Mechanical equipment 2,000,279,528.80 65,286,493.01 12,224,675.77 2,053,341,346.04
Motor vehicles, cargo ships
297,252,404.80 6,248,788.06 4,219,815.54 299,281,377.32
and tugboats
Other equipment 118,311,772.49 6,475,439.14 1,698,060.72 123,089,150.91
II. Total accumulated depreciation 1,910,886,701.83 198,012,815.92 32,950,240.56 2,075,949,277.19
Including: Port and terminal facilities 349,375,155.77 38,842,858.36 104,400.00 388,113,614.13
Container yards and
229,496,363.79 23,326,475.20 17,926,741.33 234,896,097.66
buildings
Mechanical equipment 1,102,701,536.75 114,731,898.74 10,226,513.64 1,207,206,921.85
Motor vehicles, cargo ships
146,026,832.67 13,378,579.55 3,797,833.99 155,607,578.23
and tugboats
Other equipment 83,286,812.85 7,733,004.07 894,751.60 90,125,065.32
III. Total net book value of fixed assets 2,889,177,323.73 3,380,538,653.07
Including: Port and terminal facilities 1,181,241,287.93 1,576,819,795.44
Container yards and
624,107,511.98 780,946,548.76
buildings
Mechanical equipment 897,577,992.05 846,134,424.19
Motor vehicles, cargo ships
151,225,572.13 143,673,799.09
and tugboats
Other equipment 35,024,959.64 32,964,085.59
IV. Total provision for impairment
60,695,381.41 - - 60,695,381.41
losses
Including: Port and terminal facilities 7,537,511.93 - - 7,537,511.93
Container yards and
53,157,869.48 - - 53,157,869.48
buildings
Mechanical equipment - - - -
Motor vehicles, cargo ships
- - - -
and tugboats
Other equipment - - - -
V. Total carrying value of fixed assets 2,828,481,942.32 3,319,843,271.66
Including: Port and terminal facilities 1,173,703,776.00 1,569,282,283.51
Container yards and
570,949,642.50 727,788,679.28
buildings
Mechanical equipment 897,577,992.05 846,134,424.19
Motor vehicles, cargo ships
151,225,572.13 143,673,799.09
and tugboats
Other equipment 35,024,959.64 32,964,085.59
Note 1: New acquisition of fixed assets during the period amounted to RMB18,046,821.15 and
construction in progress transferred to fixed assets during the period was
RMB687,159,411.26, which composed the total increase in original carrying amount.
Disposal of fixed assets during the period amounted to RMB41,244,380.97, which
composed the total decrease in original carrying amount.
- 57 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Fixed assets - continued
(1) Fixed assets - continued
Note 2: Of the increase in accumulated depreciation, depreciation of RMB198,012,815.92 was
made during the period. And decrease in accumulated depreciation during the period was
composed of RMB32,833,506.94, resulted from disposal of fixed assets .
Note 3: As of 31 December 2014, there are no fixed assets that are used as collateral.
Note 4: As of 31 December 2014, ownership certificates for certain buildings of the Group with
net book value of RMB293,214,353.94 (cost: RMB399,503,470.69) have not yet been
obtained. Among them, fixed assets with net book value of RMB31,991,216.06 (cost:
RMB119,204,302.62) are located within the scope of Chiwan watershed. Please refer to
Note (VI) 15 for the reasons and management countermeasures; the ownership certificate
for the remainder is under the process of application.
(2) Other issues
Unit: RMB
Item Amount Note
The original amounts of fixed assets fully depreciated but still in
589,230,862.53
use at 31 December 2014
Closing original amount of temporary idle fixed assets -
Fixed assets disposed or scrapped in the current year
Original amount of fixed assets disposed or scrapped in the current
41,244,380.97
year
Net book value of fixed assets disposed or scrapped in the current
8,410,874.03
year
Gain or loss on disposal or scrap of fixed assets 4,364,137.54
14. Construction in progress
(1) Construction in progress is as follows
Unit: RMB
Closing Balance Opening Balance
Provision for Provision for
Item Carrying amount impairment Book value Carrying amount impairment Book value
Main work of Berth 4#-5#,
- - - 580,174,604.94 - 580,174,604.94
Machong Port
Hydraulic structure
engineering of Berth 4#-5#, 4,968,524.28 - 4,968,524.28 4,949,656.36 - 4,949,656.36
Machong Port
Portal crane and CY facilities
for Berth 2# and Berth 3# at - - - 25,397,336.78 - 25,397,336.78
Machong Port
Mechanized Flat warehouse 14,216,401.54 - 14,216,401.54 - - -
Others 15,397,443.63 - 15,397,443.63 4,542,699.00 - 4,542,699.00
Total 34,582,369.45 - 34,582,369.45 615,064,297.08 - 615,064,297.08
- 58 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
14. Construction in progress - continued
(2) Changes in significant construction in progress
Unit: RMB
Proportion of
accumulated Amount of Including: Interest
Transfer to fixed construction accumulated capitalised capitalisation
Budget and intangible Closing investment in Construction capitalised interest for the rate for the
Item amount Opening balance Increase assets Decrease balance budget progress interest period period (%) Capital source
Main work of Berth 4#-5#, Machong Self-Funding
615,405,922.26 580,174,604.94 35,231,317.32 615,405,922.26 - - 100.00% 100.00% 27,944,011.64 8,126,601.89 6.00%
Port and loan
Hydraulic structure engineering of
8,819,228.81 4,949,656.36 18,867.92 - - 4,968,524.28 56.34% 56.34% - - - Self-Funding
Berth 4#-5#, Machong Port
Portal crane and CY facilities for
Self-Funding
Berth 2# and Berth 3# at Machong 37,711,959.46 25,397,336.78 8,485,810.02 33,883,146.80 - - 89.85% 100.00% 840,297.96 201,809.99 6.00%
and loan
Port
Self-Funding
Mechanized Flat warehouse 38,931,326.50 - 14,216,401.54 - - 14,216,401.54 36.52% 36.52% 3,111.11 3,111.11 5.60%
and loan
Self-Funding and
Others 82,429,219.57 4,542,699.00 50,360,306.64 39,505,562.01 - 15,397,443.63 66.61% 66.61% 64,245.14 64,245.14 6.00%
loan
Total 783,297,656.60 615,064,297.08 108,312,703.44 688,794,631.07 - 34,582,369.45 28,851,665.85 8,395,768.13
- 59 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
15. Intangible assets
Unit: RMB
Opening carrying Closing carrying
Item amount Increase Decrease amount
I. Total original carrying amount 1,563,273,497.65 3,374,464.25 59,522,569.24 1,507,125,392.66
Land use rights - prepaid under lease
(Note 2) 1,296,536,073.00 - 59,522,569.24 1,237,013,503.76
Land use rights - prepaid under
investment (Note 2) 122,623,476.00 - - 122,623,476.00
Land use rights - purchased 40,678,811.43 471,606.85 - 41,150,418.28
Computer software 30,549,000.22 2,902,857.40 - 33,451,857.62
Coastal line use rights 72,886,137.00 - - 72,886,137.00
II. Total accumulated amortization 577,232,162.14 38,371,454.31 58,499,808.89 557,103,807.56
Land use rights - prepaid under lease
(Note 2) 494,248,937.52 31,804,522.34 58,499,808.89 467,553,650.97
Land use rights - prepaid under
investment (Note 2) 52,523,722.22 2,452,469.52 - 54,976,191.74
Land use rights - purchased 2,936,754.12 1,152,638.56 - 4,089,392.68
Computer software 21,130,931.48 1,458,203.49 - 22,589,134.97
Coastal line use rights 6,391,816.80 1,503,620.40 - 7,895,437.20
III. Total net book value of intangible assets 986,041,335.51 950,021,585.10
Land use rights - prepaid under lease
(Note 2) 802,287,135.48 769,459,852.79
Land use rights - prepaid under
investment (Note 2) 70,099,753.78 67,647,284.26
Land use rights - purchased 37,742,057.31 37,061,025.60
Computer software 9,418,068.74 10,862,722.65
Coastal line use rights 66,494,320.20 64,990,699.80
IV. Total provision for impairment - - - -
Land use rights - prepaid under lease - - - -
Land use rights - prepaid under
investment - - - -
Land use rights - purchased - - - -
Computer software - - - -
Coastal line use rights - - - -
V. Total carrying value of intangible assets 986,041,335.51 950,021,585.10
Land use rights - prepaid under lease
(Note 2) 802,287,135.48 769,459,852.79
Land use rights - prepaid under
investment (Note 2) 70,099,753.78 67,647,284.26
Land use rights - purchased 37,742,057.31 37,061,025.60
Computer software 9,418,068.74 10,862,722.65
Coastal line use rights 66,494,320.20 64,990,699.80
Note 1: Amortization for the current period is RMB38,371,454.31.
- 60 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
15. Intangible assets - continued
Note 2: The Group has obtained the land use right from Nanshan Group in connection with
several plots of land with a total area of 1,049,946.00 square meters within Chiwan port
for a use term ranging between 20 - 50 years with original amount of
RMB1,400,288,984.00. The lands are located within the scope of Chiwan watershed,
comprising of a land of 2.2 square kilometers invested by Shenzhen Investment Holding
Corporation, a stockholder of Nanshan Group, and a land arising from marine reclamation
by Nanshan Group.
An area of 270,692 sq. meters (RMB122,623,476.00) was injected by Nanshan Group as
capital contribution at the moment of corporate restructuring. The rest land use right was
obtained from Nanshan Group by long-term leasing.
Until now, no official certificates for above lands were obtained by Nanshan Group.
Correspondingly, the buildings located on such lands have not obtained relevant real
estate certificates.
On 20 March 2001, 18 June 2003 and 29 September 2004, Nanshan Group committed on
all the land use right obtained by the Group from it. Per the commitment, Nanshan Group
has no right to withdraw and will agree in any condition that, when the Group suffers
loss, bears expense and liability, is claimed for compensation or runs into lawsuit, caused
by any actually or potentially illegal and unconductable issues generated by land use right
agreements and their relevant documents, signed or will be signed by Nanshan Group,
Nanshan group will guarantee that the acquiring party and its inheritor of those land use
right will be fully exempted from above issues mentioned. Based on the situations
above, directors of the Company believe there is no significant impairment risk to be
caused by the absence of land use right certificate and no significant contingency exists.
The management is aware that Nanshan Group is active in process of resolving the
historical problem with relevant government department; however, it cannot predict the
exact time of obtaining legal certificates of land and relevant real estate certificates.
The land use right agreement with an area of 79,861.40sq. meters (original carrying
amount: RMB51,604,409.24) was expired on 30 April 2014. Except for land with an area
of 6,118.50 square meters ( 8 # storeroom) , the remaining land has been subjected to
continue renting, but the land contract is under way.
At 30th September 2014 , land with an area of 9,897.70sq. meters mentioned above
(original carrying amount: RMB7,918,160.00) is part of land of Chiwan Village which
was required by the government to return to Shenzhen Chiwan Shekou Industrial Co., Ltd.
Therefore, the above-mentioned land use rights lease agreements terminated in advance
and reclaimed by Nanshan Group.
- 61 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
16. Goodwill
Unit: RMB
Investee Opening balance Increase Decrease Closing balance
Chiwan Container Terminal
10,858,898.17 - - 10,858,898.17
Company Limited
Note: The goodwill arose from the acquisition of the minority interests in Chiwan Container
Terminal Company Limited, being the difference of the additional cost of investment and
the Group's share of the fair value of the identifiable net assets in Chiwan Container
Terminal Company Limited. Based on past years operation relating to these assets groups
and the forecast of the Company, the management holds the opinion that these is no need to
allocate impairment to goodwill arising from Chiwan Container Terminal Company
Limited investment.
17. Long-term prepaid expenses
Unit: RMB
Residual
useful
Item Opening balance Increase Amortization Other reductions Closing balance Original Cost period
Construction expenditure of
53,492,571.74 4,954,455.56 1,903,552.87 - 56,543,474.43 69,514,455.56 28 years
Tonggu sea-route (Note )
Golf membership 1,452,729.93 - 208,998.31 - 1,243,731.62 2,443,549.00 1 - 7 years
Building decoration 1,085,157.12 - 795,117.32 - 290,039.80 2,214,040.47 1 - 3 years
Total 56,030,458.79 4,954,455.56 2,907,668.50 - 58,077,245.85 74,172,045.03
Note 1: In 2007, Shenzhen municipal government commenced the construction work of the
public sea route connecting Tonggu sea route, Shekou port area, Chiwan port area,
Mawan port area, Qianhaiwan port area and Dachanwan port area ("Tonggu Sea Route").
As required by a decision by the government, 60% of construction expenditure would be
allocated to the port operators while the remaining 40% born by the government. The
port operators in Western Shenzhen port areas were allocated 35% of the total
expenditure, and subsequently agreed the portion to each operator, taking into account
the factors including the function, waterfront length, berthing ship of each porter etc.
The total expenditure of RMB64,560,000.00 was allocated to the Group and accounted
for as long-term prepaid expenses, being amortized on a straight-line basis over 35 years
which is the expected useful lives of Tonggu Sea Route starting from 2008 when the
Tonggu Sea Route is ready for use.
Added construction expenditure with an amount of RMB 29,726,733.33 was allocated to
the Group in 2014, RMB 24,772,277.77 of which was allocated against special payables
and RMB 4,954,455.56 of which was recognized as long-term prepaid expenses
amortized within the remaining useful lives of Tonggu Sea Route.
- 62 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
18. Deferred tax assets and deferred tax liabilities
(1) Deferred tax assets that are presented at the amount without offsetting
Unit: RMB
Closing balance Opening balance
Deductible temporary Deductible temporary
Item differences Deferred tax assets differences Deferred tax assets
Provision for impairment losses of
62,141,374.60 15,527,259.00 62,469,584.34 15,398,018.41
assets
Depreciation of fixed assets and
151,714.27 37,928.57 42,996,402.16 10,734,815.22
amortization of intangible assets
Deductible losses - - 102,426,903.95 25,606,725.99
Accrued expenses 20,583,566.32 4,584,505.56 61,791,958.82 13,886,672.61
Pre-operational expenses 29,748,694.69 4,790,028.26 6,066,688.80 1,263,893.50
Others 32,625,205.59 5,115,745.53 15,717,641.10 3,832,401.44
Total 145,250,555.47 30,055,466.92 291,469,179.17 70,722,527.17
(2) Deferred tax liabilities that are presented at the net amount without offsetting
Unit: RMB
Closing balance Opening balance
Deductible temporary Deductible temporary
Item differences Deferred tax assets differences Deferred tax assets
Depreciation of fixed assets and
12,454,428.92 3,113,607.20 9,851,321.83 2,462,830.43
amortization of intangible assets
Change in fair value of
6,180,000.00 1,545,000.00 4,460,000.00 1,115,000.00
available-for-sale financial assets
Total 18,634,428.92 4,658,607.20 14,311,321.83 3,577,830.43
(3) Deferred tax assets or liabilities that are presented at the net amount after offsetting
Unit: RMB
Closing amount of Closing amount of Opening amount of Opening amount of
deferred tax assets and deferred tax assets or deferred tax assets and deferred tax assets or
liabilities that are liabilities after liabilities that are liabilities after
Item offset offsetting offset offsetting
Deferred tax assets 3,113,607.20 26,941,859.72 2,462,830.43 68,259,696.74
Deferred tax liabilities 3,113,607.20 1,545,000.00 2,462,830.43 1,115,000.00
(4) Details of unrecognized deferred tax assets
Unit: RMB
Item Closing balance Opening balance
Deductible temporary differences 83,413,757.90 3,162,393.02
Deductible losses 187,859,648.89 94,303,813.38
Total 271,273,406.79 97,466,206.40
Note: Deferred tax assets are not recognized for the above-mentioned deductible temporary
differences and deductible losses due to uncertainty on whether sufficient taxable profits
will be available in the future.
- 63 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
18. Deferred tax assets and deferred tax liabilities- continued
(5) Deductible losses for which no deferred tax assets are recognized will expire in the following
years
Unit: RMB
Year Closing balance Opening balance Note
2014 - 379,817.00
2015 15,706,529.89 4,707,158.00
2016 16,885,955.11 3,403,289.00
2017 30,345,268.82 3,832,744.00
2018 75,300,266.59 81,980,805.38
2019 49,621,628.48 -
Total 187,859,648.89 94,303,813.38
19. Other non-current assets
Unit: RMB
Item Closing balance Opening balance
Coast Line Use Right (Note) 48,187,500.00 36,375,000.00
Land Use Right (Note) 183,565,126.79 138,294,665.62
Advances on construction 2,914,766.80 -
Total 234,667,393.59 174,669,665.62
Note: The Company entered into Frame Contract for Cooperation on Usage of Quay and Land
for Berth 2#- 5# at Machong Port in Dongguan and its supplements with Dongguan
Humen Port Administration Commission to purchase a land with an area of 800,000 square
meters and area of water with depth of 700 meters from the front of terminal, together with
the use right of 1,200 meters coast line, for berth 2# to berth 5# in Dongguan Machong
Port at a consideration of RMB260,000,000, respectively in March 2006, October 2006,
November 2007 and September 2014. As the Group has not obtained the land use right
certificate and coast line use right certificate, the relevant payments were therefore
recognized as other non-current assets.
- 64 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
20. Details of provision for impairment losses of assets
Unit: RMB
Decrease Foreign
Opening exchange Closing
carrying translation carrying
Item amount Increase Reversals Others differences amount
I. Bad debts provision 833,424.47 297,169.98 274,110.41 - 220.82 856,704.86
Including: Provision for accounts
313,924.90 286,470.01 238,401.44 - - 361,993.47
receivable
Including: Provision for other receivables 519,499.57 10,699.97 35,708.97 - 220.82 494,711.39
II.Provision for decline in value of
974,871.14 - 2,126.21 - - 972,744.93
inventories
III.Provision for impairment losses of
3,128,300.00 - - - - 3,128,300.00
available-for-sale financial assets
IV.Provision for impairment losses of
- - - - - -
held-to-maturity investments
V. Provision for impairment losses of
- - - - - -
long-term equity investments
VI. Provision for impairment losses of
- - - - - -
investment properties
VII. Provision for impairment losses of
60,695,381.41 - - - - 60,695,381.41
fixed assets
Total 65,631,977.02 297,169.98 276,236.62 - 220.82 65,653,131.20
21. Short-term borrowings
Unit:RMB
Item Closing balance Opening balance
Credit loans - 550,340,000.00
22. Accounts payable
(1) Details of accounts payable
Unit: RMB
Item Closing balance Opening balance
Service 44,373,840.63 45,028,137.05
Material purchase 18,596,880.54 19,660,274.12
Construction 8,098,608.44 40,539,479.56
Rental 5,242,675.11 18,576,812.78
Equipment 1,135,848.41 14,389,818.61
Total 77,447,853.13 138,194,522.12
(2) Aging of accounts payable
Unit: RMB
Closing balance Opening balance
Proportion Proportion
Aging Amount (%) Amount (%)
Within 1 year 68,246,615.24 88.11 120,392,211.03 87.12
More than 1 year but not exceeding 2 years 871,325.76 1.13 11,176,839.04 8.09
More than 2 years but not exceeding 3 years 2,004,445.20 2.59 597,841.03 0.43
More than 3 years 6,325,466.93 8.17 6,027,631.02 4.36
Total 77,447,853.13 100.00 138,194,522.12 100.00
- 65 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Accounts payable - continued
(3) Details of significant accounts payable aged more than one year
Unit: RMB
Closing
Name of entity balance Aging Reasons for unpayment
Tonggu sea-route Construction Office 2,560,000.00 Over 3 years Remaining construction costs
Shenzhen IB Technologies Development
1,641,000.00 2-3 years Remaining construction costs
CO.,Ltd
Total 4,201,000.00
(4) As at 31 December 2014, no balances in above accounts payable are due to parties having 5%
or above voting rights in the Company except for the amount due to Nanshan Group. Payables to
Nanshan Group or other related parties are specified in (XI) 6.
23. Advances
(1) Details of advances
Unit: RMB
Item Closing balance Opening balance
Service fee receipt in advance 31,818,775.21 793,291.30
(2) Aging of advances
Unit: RMB
Closing balance Opening balance
Aging Proportion Proportion
Amount (%) Amount (%)
Within 1 year 31,818,775.21 100.00 793,291.30 100.00
(3) As at 31 December 2014, the Group did not have any advance from shareholders or related
parties having 5% or above voting rights in the Company.
24. Employee benefits payable
(1) Employee benefits payable
Unit:RMB
Item Opening
balance Increase Decrease Closing balance
I. Short-term benefits 73,862,853.22 286,376,267.98 290,813,871.84 69,425,249.36
II. Post-employment benefit - defined
463.06 30,886,779.97 30,887,243.03 -
contribution plans
III. Termination benefits - 77,246.56 77,246.56 -
Total 73,863,316.28 317,340,294.51 321,778,361.43 69,425,249.36
- 66 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Employee benefits payable - continued
(2) Short-term benefits
Unit:RMB
Opening
Item balance Increase Decrease Closing balance
I. Wages and salaries, bonuses, allowances and
61,334,800.82 235,540,092.89 240,436,400.64 56,438,493.07
subsidies
II. Staff welfare - 14,200,733.26 14,200,733.26 -
III. Social insurance charges - 8,495,271.71 8,494,736.17 535.54
Including: Premiums or contributions on medical
- 6,927,226.43 6,927,226.43 -
insurance
Work injury insurance - 998,497.29 997,961.75 535.54
Maternity insurance - 569,547.99 569,547.99 -
IV. Housing funds - 13,980,254.25 13,980,254.25 -
V. Labor union and employee education funds 11,991,113.90 6,684,346.93 5,689,240.08 12,986,220.75
VI. Others 536,938.50 7,475,568.94 8,012,507.44 -
Total 73,862,853.22 286,376,267.98 290,813,871.84 69,425,249.36
Note: There are no amounts in arrears under the employee benefits payable.
(3) Defined contribution plans
Unit: RMB
Opening Closing
Item balance Increase Decrease balance
I. Basic pension (Note 1) - 21,685,912.46 21,685,912.46 -
II. Unemployment insurance (Note 1) 463.06 669,708.99 670,172.05 -
III. Supplementary pension (Note 2) - 8,531,158.52 8,531,158.52 -
Total 463.06 30,886,779.97 30,887,243.03 -
Note 1: The Group participates in the social security contributions and the unemployment
insurance plan established by government institutions as required. According to such
plans, the Group contributes 14% ( 13% for staffs without Shenzhen householder
register ) , 2% (0.5% for staffs in Dongguan City) respectively to such plans based on the
employee's basic salary each month.
During the year, the Group shall contribute RMB 21,685,912.46 and RMB 669,708.99
respectively to the social security contributions and the unemployment insurance plan
(2013: RMB 17,944,550.91 and RMB 528,568.34). As at 31 December 2014, the Group
have no outstanding contributions to be paid to the social security contributions and the
unemployment insurance plan.
Note 2: On 3 June 2008, the Group participated in a group defined contribution plan of Nanshan
Group approved by Shenzhen government. The above supplementary pension
contributions were paid into the plan through Nanshan Group.
- 67 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
25. Taxes payable
Unit: RMB
Item Opening balance Increase Decrease Closing balance
Enterprise income tax 43,026,019.62 95,134,702.02 92,158,978.68 46,001,742.96
Withholding tax (Note) 13,168,143.76 17,014,996.83 14,096,784.48 16,086,356.11
Business tax 300,635.32 4,609,344.22 4,418,766.00 491,213.54
Value-added-tax 958,966.41 22,195,755.00 20,174,666.22 2,980,055.19
Others 3,828,925.37 32,748,988.50 35,763,069.81 814,844.06
Total 61,282,690.48 171,703,786.57 166,612,265.19 66,374,211.86
Note: The amount represents the withholding tax provided by the Group at the rate of 5% or 10%
when paying out dividends to foreign shareholders and Chiwan Wharf Holdings (H.K.)
Limited located in Hong Kong.
26. Interest payable
Unit: RMB
Item Closing balance Opening balance
Interest on debentures 33,775,342.43 35,950,684.93
Interest on short-term borrowings - 862,500.16
Total 33,775,342.43 36,813,185.09
27. Dividends payable
Unit: RMB
Name of entity Closing balance Opening balance
Common stock dividends 199,830,762.29 77,208,156.09
Including: Payable to International Enterprise Co., Ltd. 146,963,530.87 77,208,156.09
Payable to Hidoney Developments Co., Ltd. 52,867,231.42 -
28. Other payables
(1) Presented other payables by the nature
Unit: RMB
Item Closing balance Opening balance
Construction and quality margin 49,895,534.66 23,400,915.81
Temporary receipts 19,482,137.94 24,068,273.34
Security expense payable 3,951,002.85 1,794,492.18
Deposits received 3,181,017.63 2,170,768.36
Others 9,049,261.33 7,710,024.61
Total 85,558,954.41 59,144,474.30
- 68 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
28. Other payables - continued
(2) The aging of other payables
Unit: RMB
Closing balance Opening balance
Proportion Proportion
Aging Amount (%) Amount (%)
Within 1 year 77,519,128.97 90.60 45,045,096.38 76.16
More than 1 year but not exceeding 2 years 3,598,190.51 4.21 9,789,914.42 16.55
More than 2 years but not exceeding 3 years 842,222.99 0.98 626,757.86 1.06
More than 3 years 3,599,411.94 4.21 3,682,705.64 6.23
Total 85,558,954.41 100.00 59,144,474.30 100.00
(3) Details of significant other payables aged more than one year
Unit: RMB
Name of entity Closing balance Aging Reasons for unpayment
Tianjin Dredging Co., Ltd. 2,000,000.00 1-2 years Unsettled
(4) As at 31 December 2014, no balances included in above other payables are due to parties
having 5% or above voting rights in the Company. Payables to related parties are specified in (XI)
6.
29. Current portion of non-current liabilities
(1) Details of current portion of non-current liabilities are as follows:
Unit: RMB
Item Closing balance Opening balance
Current portion of deferred income 4,997,419.52(Note) 4,676,624.27
Note: Please refer to (VI) 33.
30、Other current liabilities
Unit: RMB
Item Closing balance Opening balance
Short-term bonds payable 400,000,000.00 500,000,000.00
Changes of Short-term bonds payable:
Unit: RMB
Interest payable at Interest accrued
Amount issued in beginning of the at par during Discount or premium Repayment in the
Name of bond Par value Date of issue Bond period Amount of issue Opening balance the current period year the year amortization current year
14 Chiwan port CP001 400,000,000.00 26/06/2014 365days 400,000,000.00 - 400,000,000.00 10,301,369.88 - - 400,000,000.00
13 Chiwan port CP001 500,000,000.00 14/06/2013 365days 500,000,000.00 500,000,000.00 - 10,523,287.66 - 500,000,000.00 -
Total 900,000,000.00 500,000,000.00 400,000,000.00 20,824,657.54 - 500,000,000.00 400,000,000.00
- 69 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
30、Other current liabilities - continued
Note: According to Notice of Registration Acceptance (Zhong Shi Xie Zhu [2013] No. CP171)
issued by China's Interbank Market Dealers Association received by the Company on May
7th, 2013, Market Dealers Association agrees with the Company's RMB 1.6 billion yuan of
short-term financing registration and the valid period of registration limit is two years from
the acceptance of Notice of Registration Acceptance. On June 26th 2014, the Company
issued the second short-term financing bill with an amount of RMB 400 million at the
interest rate of 5.0%. The principle should be repaid with interest when the bill is due within
one year.
31. Bonds payable
Unit: RMB
Item Closing balance Opening balance
Corporate bonds 995,110,137.02 993,510,137.00
Unit: RMB
Amount Interest
issued in the Interest payable at accrued at Discount or
Term of the current beginning of the par during premium Repayment in
Name of bonds Par value Issue date bond Issue amount Opening balance period year the year amortization the current year
11 ChiWan 01 500,000,000.00 2012.4.26 Five years 500,000,000.00 497,345,753.43 - 26,399,999.98 - - 498,145,753.44
13 ChiWan 01 500,000,000.00 2013.10.18 Five years 500,000,000.00 496,164,383.57 - 27,999,999.98 - - 496,964,383.58
Total 1,000,000,000.00 993,510,137.00 - 54,399,999.96 - - 995,110,137.02
Note: On 25 November 2011, the Company received the Approval from CSRC (filed as Zhen Jian
Xu Ke [2011] No.1889) and hence issued corporate bonds with no more than 100 million in
par value. On 26 April 2012, the Company's actual issue amounted to RMB500,000,000
with the term of five years. The bond interests should be calculated on simple interest basis
at a nominal fixed interest rate of 5.28% on a yearly basis.
On 18 October 2013, the Company's actual issue amounted to RMB500,000,000 with the
term of five years. The bond interests should be calculated on simple interest basis at a
nominal fixed interest rate of 5.60% on a yearly basis.
According to the bond prospectus, the Company should make an announcement on whether
to exercise the redemption option on the information disclosure media designated by CSRC
at the 30th trading date before the interest payment date in the third interest-bearing year. If
the decision of exercising the redemption option is made, the bond would be regarded as to
be matured in the third year and the payment mode of redemption would be the same as that
of principal and interests of bonds due in the period. If the decision of not exercising the
redemption of option is made, the Company should make an announcement on whether to
raise the interest rate and the extent of variation, which ranges from zero to 100 base points.
If the company chooses to exercise the option of raising the stated interest rate, the stated
interest rate of the portion of non-put-back bond due in two years after the remaining period
equals to the stated interest rate due in three years prior to the remaining period plus the
increased base point. And the stated interest rate of the bond due in two years after the
remaining period would be fixed. If the company chooses not to exercise the option of
raising the stated interest rate, the original stated interest rate remains the same for the
portion of non-put-back bond due in two years after the remaining period.
- 70 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
31. Bonds payable - continued
Investors have the option to sell bonds back to the Company at the interest payment date in
the third interest-bearing year at the par value wholly or in partially, after the Company
makes the announcement on whether to raise the stated interest rate and the extent of
variation.
If the Company abandons the redemption option and the bondholder s abandon the put back
option wholly or partially, the rest of the principal would be paid back in advance. Namely,
30% proportion of the principal should be paid back at the end of the fourth year since the
bond issued and the rest should be paid back at the end of the fifth year.
32. Special payables
Unit: RMB
Item Opening balance Increase Decrease Closing Balance Note
Refunds of Harbor Construction Fee 72,917,084.77 14,865.30 25,928,952.41 47,002,997.66 Note
Note: The item is refunds of harbor construction fee to the Company and its subsidiary Chiwan
Container Terminal Company Limited from Shenzhen Traffic Bureau. According to
Measures of Harbor Construction Fee Management released by Ministry of Finance, the
funds should be managed in separate account and can be only used on fundamental
facilities' construction of marine transportation.
33. Deferred income
Unit: RMB
Opening Closing
Item balance Increase Decrease Balance Notes
Deferred income 53,271,175.40 4,650,000.00 5,585,859.52 52,335,315.88
Including: Berth priority right 44,582,959.88 - 4,274,715.04 40,308,244.84 Note 1
Government 8,688,215.52 4,650,000.00 1,311,144.48 12,027,071.04 Note 2
grant related
Total 53,271,175.40 4,650,000.00 5,585,859.52 52,335,315.88
Less: Non-current liabilities due 4,676,624.27 4,997,419.52
i hi Including: Berth priority 4,509,667.75 4,436,275.00
i h Government grant
related to 166,956.52 561,144.52
Deferred income 48,594,551.13 47,337,896.36
Note 1: Berth priority right represents that agreed in the contract signed in 2003, which amounts
to USD14,000,000. The Group should satisfy the berthing requirement of contracted
customers in priority during the contract period. According to the contract, the berth
priority right should be amortized over twenty years on the straight-line basis.
- 71 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
33. Deferred income - continued
Note 2: The item is government grants received which is based on the Announcement Released by
National Development and Reform Commission about 2010 Investment Plans within
Budget of Grains and Modern Logistics Program (NDRC[2010] No.1263) and the
Announcement Released by Guangdong Provincial Department of Finance about 2012
Provincial Special Funds to Guide the Development of Modern Service Project
(Guangdong Production Letter [2012] No. 621) and Transportation of energy saving
special funds Interim Measures (Finance Building [2011] No. 374) and Nanshan District,
Shenzhen, energy saving projects funded sub contract. And it shall be amortized on the
straight-line basis over the useful life of the related asset.
Programs related with government grants:
Unit: RMB
The amount
included in Related to
New subsidy of operating income assets/Related to
Liability Program Opening balance the year of the year Other changes Closing Balance income
Modern logistics project
7,693,913.48 - 166,956.52 - 7,526,956.96 Related to assets
special funds
Special funds for the
development of modern 994,302.04 - 34,187.96 - 960,114.08 Related to assets
service guide
Special funds for
energy-saving and emission - 4,650,000.00 1,110,000.00 - 3,540,000.00 Related to assets
reduction of transportation
Total 8,688,215.52 4,650,000.00 1,311,144.48 - 12,027,071.04
- 72 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
34. Share capital
Unit: RMB
Changes for the period
New issue of Capitalisation of
Opening balance share Bonus issue surplus reserve Others Subtotal Closing balance
2014:
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person
- - - - - - -
shares
3. Other domestic shares 387,509.00 - - - (20,108.00) (20,108.00) 367,401.00
4. Other foreign shares - - - - - - -
Total restricted tradable shares 387,509.00 - - - (20,108.00) (20,108.00) 367,401.00
II. Tradable shares
1. Ordinary shares denominated
464,867,324.00 - - - - - 464,867,324.00
in RMB
2. Foreign capital shares listed
179,508,897.00 - - - 20,108.00 20,108.00 179,529,005.00
domestically
3. Foreign capital shares listed
- - - - - - -
overseas
4. Others - - - - - - -
Total tradable shares 644,376,221.00 - - - 20,108.00 20,108.00 644,396,329.00
III. Total shares 644,763,730.00 - - - - - 644,763,730.00
2013:
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person
- - - - - - -
shares
3. Other domestic shares 735,466.00 - - - (347,957.00) (347,957.00) 387,509.00
4. Other foreign shares - - - - - - -
Total restricted tradable shares 735,466.00 - - - (347,957.00) (347,957.00) 387,509.00
II. Tradable shares
1. Ordinary shares denominated
464,789,805.00 - - - 77,519.00 77,519.00 464,867,324.00
in RMB
2. Foreign capital shares listed
179,238,459.00 - - - 270,438.00 270,438.00 179,508,897.00
domestically
3. Foreign capital shares listed
- - - - - - -
overseas
4. Others - - - - - - -
Total tradable shares 644,028,264.00 - - - 347,957.00 347,957.00 644,376,221.00
III. Total shares 644,763,730.00 - - - - - 644,763,730.00
- 73 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
35. Capital reserve
Unit: RMB
Opening balance Increase Decrease Closing balance
2014:
Capital premium 163,560,083.00 - - 163,560,083.00
Including: Capital contributed by investors 163,560,083.00 - - 163,560,083.00
Conversion option of convertible corporate bonds is
- - - -
exercised
Debt converted into capital - - - -
Differences arising from business combination involving
- - - -
enterprises under common control
Equity acquisition from minority shareholders of
- - - -
subsidiaries
Capital reserve converted into capital - - - -
Other capital reserve (861,527.35) - - (861,527.35)
Including: Equity component split from convertible corporate bonds - - - -
Fair value of equity-settled share-based equity instrument - - - -
Surplus of compensation granted by government for
- - - -
relocation in the public interests
Transfer from capital reserve under the previous
(2,781,133.00) - - (2,781,133.00)
accounting system
Others 1,919,605.65 - - 1,919,605.65
Total 162,698,555.65 - - 162,698,555.65
2013:
Capital premium 163,560,083.00 - - 163,560,083.00
Including: Capital contributed by investors 163,560,083.00 - - 163,560,083.00
Conversion option of convertible corporate bonds is
- - - -
exercised
Debt converted into capital - - - -
Differences arising from business combination involving
- - - -
enterprises under common control
Equity acquisition from minority shareholders of
- - - -
subsidiaries
Capital reserve converted into capital - - - -
Other capital reserve (861,527.35) - - (861,527.35)
Including: Equity component split from convertible corporate bonds - - - -
Fair value of equity-settled share-based equity instrument - - - -
Surplus of compensation granted by government for
- - - -
relocation in the public interests
Transfer from capital reserve under the previous
(2,781,133.00) - - (2,781,133.00)
accounting system
Others 1,919,605.65 - - 1,919,605.65
Total 162,698,555.65 - - 162,698,555.65
- 74 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS – continued
36. Other comprehensive income
Unit: RMB
Amount incurred in current year
Less: Amount
included in other
comprehensive
income in the
Amount before prior periods that Amount Amount
income tax is transferred to attributable to attributable to
incurred in current profit or loss for Less: shareholders of the minority
Item Opening balance year the period income tax parent holders Closing balance
2014
I. Other comprehensive income that will
not be reclassified subsequently to profit - - - - - - -
or loss
Including: Change as a result of
remeasurement of the net defined - - - - - - -
benefit plan liability or asset
Share of other comprehensive income of
the investee under the equity method
- - - - - - -
that will not be reclassified to profit or
loss
II. Other comprehensive income that
will be reclassified subsequently to (10,267,569.50) 1,720,423.07 - 430,000.00 1,290,423.07 - (8,977,146.43)
profit or loss
Including: Share of other
comprehensive income of the investee
100,000.00 - - - - - 100,000.00
under the equity method that will be
reclassified to profit or loss
Gains or losses on changes in fair value
3,345,000.00 1,720,000.00 - 430,000.00 1,290,000.00 - 4,635,000.00
of available-for-sale financial assets
Gains or losses on reclassification of
held-to-maturity investments to - - - - - - -
available-for-sale financial assets
Effective portion of gains or losses on
- - - - - - -
cash flow hedges
Translation differences of financial
statements denominated in foreign (13,712,569.50) 423.07 - - 423.07 - (13,712,146.43)
currencies
Total (10,267,569.50) 1,720,423.07 - 430,000.00 1,290,423.07 - (8,977,146.43)
2013
I. Other comprehensive income that will
not be reclassified subsequently to profit - - - - - - -
or loss
Including: Change as a result of
remeasurement of the net defined - - - - - - -
benefit plan liability or asset
Share of other comprehensive income of
the investee under the equity method
- - - - - - -
that will not be reclassified to profit or
loss
II. Other comprehensive income that
will be reclassified subsequently to (10,437,217.50) 262,148.00 - 92,500.00 169,648.00 - (10,267,569.50)
profit or loss
Including: Share of other
comprehensive income of the investee
100,000.00 - - - - - 100,000.00
under the equity method that will be
reclassified to profit or loss
Gains or losses on changes in fair value
3,067,500.00 370,000.00 - 277,500.00 - 3,345,000.00
of available-for-sale financial assets 92,500.00
Gains or losses on reclassification of
held-to-maturity investments to - - - - - - -
available-for-sale financial assets
Effective portion of gains or losses on
- - - - - - -
cash flow hedges
Translation differences of financial
statements denominated in foreign (13,604,717.50) (107,852.00) - - (107,852.00) - (13,712,569.50)
currencies
Total (10,437,217.50) 262,148.00 - 92,500.00 169,648.00 - (10,267,569.50)
37. Special reserve
Unit: RMB
Item Opening balance Increase Decrease Closing balance
2014:
Production safety fee 2,194,178.40 15,335,522.96 15,309,923.84 2,219,777.52
2013:
Production safety fee 1,394,831.60 14,841,719.02 14,042,372.22 2,194,178.40
- 75 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
38. Surplus reserve
Unit: RMB
Item Opening balance Increase Decrease Closing balance
2014:
Statutory surplus reserve 483,685,708.52 36,388,726.04 - 520,074,434.56
2013:
Statutory surplus reserve 464,704,268.52 18,981,440.00 - 483,685,708.52
Note: In accordance with the Company Law and the Company's Articles of Association, the
Company should appropriate 10% of net profit for the year to the statutory surplus reserve,
and the Company can cease appropriation when the statutory surplus reserve accumulated
to more than 50% of the paid in capital. The statutory surplus reserve can be used to make
up for the loss or increase the paid in capital after approval.
39. Unappropriated profit
Unit: RMB
Proportion of
appropriation or
Item Amount allocation
2014:
Before adjustment: Unappropriated profit at the end of prior year 2,664,771,789.70
Adjustment: Total unappropriated profit at the beginning of year -
After adjustment: Unappropriated profit at the beginning of year 2,664,771,789.70
Add: Net profit attributable to shareholders of the parent company
for the period 417,594,271.33
Less: Appropriation to statutory surplus reserve 36,388,726.04 Note 1
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 251,457,854.70 Note 2
Ordinary shares' dividends converted into share capital -
Unappropriated profit at the end of the period 2,794,519,480.29
2013:
Before adjustment: Unappropriated profit at the end of prior year 2,414,907,916.91
Adjustment: Total unappropriated profit at the beginning of year -
After adjustment: Unappropriated profit at the beginning of year 2,414,907,916.91
Add: Net profit attributable to shareholders of the parent company
for the period 502,894,547.79
Less: Appropriation to statutory surplus reserve 18,981,440.00
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 234,049,235.00
Ordinary shares' dividends converted into share capital -
Unappropriated profit at the end of the period 2,664,771,789.70
Note 1: Withdraw statutory surplus reserve
According to the Articles of Association, the Company is required to transfer 10% of its
net profit to the statutory surplus reserve.
- 76 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Unappropriated profit - continued
Note 2: Cash dividends approved by shareholders' meeting during the year
Pursuant to the board resolution on 22 May 2014, on the basis of 644,763,730 issued
shares for the year ended 31 December 2013, dividends of RMB3.90 for every 10 shares
were distributed to all the shareholders, which amounted to RMB251,457,854.70.
Note 3: Profit distribution decided after the balance sheet date
According to a proposal made at the Third Session of the Eighth Board of Directors held
at 25 March 2015, on the basis of 644,763,730 issued shares as at 31 December 2014,
cash dividends of RMB208,903,448.52 will be distributed to all the shareholders. The
above proposal regarding dividends distribution is yet to be approved at the shareholders'
meeting.
Note 4: Appropriation to surplus reserve that has been made by subsidiaries
As at 31 December 2014, the balance of the Group's unappropriated profit included
appropriation to surplus reserve that has been made by subsidiaries amounting to
RMB547,756,504.18 (31 December 2013: RMB522,067,616.93).
40. Operating income and operating costs
Unit: RMB
2014 2013
Item Income Cost Income Cost
Principal operating 1,771,559,587.54 979,353,959.89 1,744,584,794.64 905,910,141.85
Other operating 33,206,588.77 4,532,590.16 36,190,041.66 4,224,598.05
Total 1,804,766,176.31 983,886,550.05 1,780,774,836.30 910,134,739.90
41. Business taxes and surcharges
Unit: RMB
Item 2014 2013
Business tax 4,609,344.22 3,848,934.78
Urban maintenance and construction tax 1,705,332.63 1,444,519.09
Education surcharges 1,354,141.37 814,298.78
Others 381,377.98 653,344.16
Total 8,050,196.20 6,761,096.81
42. General and administrative expenses
Unit: RMB
Item 2014 2013
Employee benefits 104,695,345.49 106,038,598.05
Taxes 6,177,404.92 5,813,517.63
Depreciation expenses 4,728,936.85 5,219,602.75
Amortization of intangible assets 1,844,968.88 1,852,959.61
Others 38,310,458.91 46,321,375.77
Total 155,757,115.05 165,246,053.81
- 77 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
43. Financial expenses
Unit: RMB
Item 2014 2013
Interest expense 89,739,653.53 80,835,143.78
Less: Capitalized interest expenses 8,395,768.13 16,949,188.82
Less: Interest income 14,248,843.79 3,995,137.70
Exchange differences 6,546,293.54 (22,816,441.78)
Less: Capitalized exchange differences - -
3,989,464.84 3,882,116.02
Total 77,630,799.99 40,956,491.50
44. Impairment losses of assets
Unit: RMB
Item 2014 2013
I. Bad debt losses 23,059.57 265,451.99
II. Write-down of inventories (2,126.21) 182,752.75
III. Impairment on available-for-sale financial assets - -
IV. Impairment on held-to-maturity investments - -
V. Impairment on long-term equity investments - -
VI. Impairment on investment properties - -
VII. Impairment on fixed assets - -
VIII. Impairment on construction materials - -
IX. Impairment on construction in progress - -
X. Impairment on bearer biological assets - -
XI. Impairment on oil and gas assets - -
XII. Impairment on intangible assets - -
XIII. Impairment on goodwill - -
XIV. Others - -
Total 20,933.36 448,204.74
45. Investment income
(1) Details of investment income
Unit: RMB
2014 2013
Long-term equity investments income under equity method 88,168,549.62 97,910,121.30
Investment income on available-for-sale financial assets 4,280,000.00 4,144,500.00
Total 92,448,549.62 102,054,621.30
(2) Long-term equity investments income under equity method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2014 2013 compared to the prior period
MPIL 43,439,804.43 54,388,990.99 Net profit of investee fluctuates.
China Overseas Harbor Affairs (Laizhou) Co.,Ltd 34,244,750.24 33,210,403.04 Net profit of investee fluctuates.
CMBL 5,215,920.54 7,749,916.44 Net profit of investee fluctuates.
China Merchants Holdings (international ) Information
1,171,179.25 1,455,671.68 Net profit of investee fluctuates.
Technology Co.,Ltd
China Development Finance Co., Ltd 4,096,895.16 1,105,139.15 Net profit of investee fluctuates.
Total 88,168,549.62 97,910,121.30
- 78 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
46. Non-operating income
(1) Non-operating income
Unit: RMB
Amount recognized
as non-recurring
gain and loss in the
Item 2014 2013 current period
Total gains on disposal of non-current assets 24,167.60 24,433.38 24,167.60
Including: Gains on disposal of fixed assets 24,167.60 24,433.38 24,167.60
Government grants 2,489,528.50 460,819.18 2,489,528.50
Insurance compensation income 927,000.00 525,096.31 927,000.00
Income derived from settlement of the payables
154,679.41 - 154,679.41
that cannot be paid
Others 1,832,795.64 1,837,957.60 1,832,795.64
Total 5,428,171.15 2,848,306.47 5,428,171.15
(2) Details of government grants
Unit: RMB
Related to
assets/Related to
Item 2014 2013 income
Financial support funds of business tax converted to Related to income
1,128,384.02 288,164.70
VAT
Reward for energy saving 50,000.00 - Related to income
Modern logistics project special funds 166,956.52 166,956.52 Related to assets
Special funds for the development of modern service Related to assets
34,187.96 5,697.96
guide
Special funds for energy-saving and emission reduction Related to assets
1,110,000.00 -
of transportation
Total 2,489,528.50 460,819.18
47. Non-operating expenses
Unit: RMB
Amount recognized as
non-recurring gain and
loss in the current
Item 2014 2013 period
Total losses on disposal of non-current assets 4,388,305.14 1,721,447.10 4,388,305.14
Including: Losses on disposal of fixed assets 4,388,305.14 1,721,447.10 4,388,305.14
Donations contributed 35,000.00 32,000.00 35,000.00
Amercement outlay 11,443.92 145,020.00 11,443.92
Others 324,817.26 244,186.96 324,817.26
Total 4,759,566.32 2,142,654.06 4,759,566.32
- 79 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
48. Income tax expenses
Unit: RMB
Item 2014 2013
Current tax expense 101,429,399.16 117,799,271.21
Deferred income tax 41,317,837.01 (290,662.71)
Total 142,747,236.17 117,508,608.50
Reconciliation of income tax expenses to the accounting profit is as follows:
Unit: RMB
Item 2014 2013
Accounting profit 672,537,736.11 759,988,523.25
Income tax expenses calculated at 25% (the prior year: 25 %) 168,134,434.03 189,997,130.81
Effect of expenses that are not deductible for tax purposes 2,118,118.99 1,712,681.85
Effect of tax-free income (23,112,137.66) (25,513,655.33)
Effect of unrecognized deductible losses and deductible temporary
58,083,616.84 20,477,206.44
differences for tax purposes
Effect of different tax rates of subsidiaries operating in other jurisdictions (18,222.79) (176,804.61)
Effect of tax preference policy (63,997,600.82) (74,362,866.22)
Withholding tax (Note) 6,294,697.14 5,374,915.56
Effect of previous unrecognized deductible temporary differences of
(4,755,669.56) -
deferred income tax
Income tax expense 142,747,236.17 117,508,608.50
Note: Withholding income tax was accrued at the rate of 5% or 10% for dividend payable to
Chiwan Wharf Holdings (H.K.) Limited for the year ended 31 December 2013, declared by
those Group's PRC subsidiaries of which Chiwan Wharf Holdings (H.K.) Limited is a
shareholder.
49. Other comprehensive income
Please refer to Note (VI) 36.
50. Borrowing cost
Unit: RMB
2014 2013
Amount of Amount of
borrowing costs borrowing costs
capitalised during Capitalisation capitalised during Capitalisation
Name of Project the year rate the year rate
Construction in progress 8,395,768.13 6.00% 16,949,188.82 6.10%
Sub-total of borrowing costs
8,395,768.13 16,949,188.82
capitalised during the year
Borrowing costs recognised in profit
81,343,885.40 63,885,954.96
or loss during the year
Total of borrowing costs during the
89,739,653.53 80,835,143.78
year
- 80 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
51. Notes to items in the cash flow statement
(1) Other cash receipts relating to operating activities
Unit: RMB
Item 2014 2013
Interest income 14,955,733.71 3,009,070.68
Refunds of Harbor Construction Fee received 515,515.40 1,651,232.18
Government grants 5,828,384.02 1,288,164.70
5,432,572.89 2,338,196.74
Total 26,732,206.02 8,286,664.30
(2) Other cash payments relating to operating activities
Unit: RMB
Item 2014 2013
Office expenses & utilities 4,132,854.14 6,388,525.52
Port expenses 10,086,386.23 14,105,498.72
Entertainment 5,626,335.26 6,157,884.55
Car expenses 4,280,488.63 4,540,709.81
Asset insurance 2,645,192.03 3,652,170.99
Consulting & auditing 2,429,274.25 3,491,886.00
Travel & accommodation 1,620,226.74 2,545,358.02
Advertisements & exhibition 488,434.43 273,812.31
Advance for Tonggu sea-route 14,863,366.67 -
River channel occupation fee 12,175,000.00 -
Others 22,363,021.86 26,501,664.87
Total 80,710,580.24 67,657,510.79
(3) Other cash payments relating to financing activities
Unit: RMB
Item 2014 2013
Debt issue costs - 175,000.00
Others 229,424.00 164,392.00
Total 229,424.00 339,392.00
- 81 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
52. Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Unit: RMB
Supplementary 2014 2013
1. Reconciliation of net profit to cash flows from operating activities:
Net profit 529,790,499.94 642,479,914.75
Add: Provision for impairment losses of assets 20,933.36 448,204.74
Depreciation of fixed assets 198,012,815.92 180,212,504.89
Depreciation and amortization of investment property 1,215,782.40 1,215,753.72
Amortization of intangible assets 38,371,454.31 42,828,315.07
Amortization of long-term prepaid expenses 2,907,668.50 4,937,325.85
Losses on disposal of fixed assets , intangible assets and other
4,364,137.54 1,697,013.72
long-term assets
Financial expenses 83,718,499.67 36,934,435.66
Gains arising from investments (92,448,549.62) (102,054,621.30)
Decrease(Increase) in deferred tax assets 41,317,837.02 (290,662.71)
Decrease in inventories 2,165,313.78 (110,537.64)
Decrease(Increase) in operating receivables (12,888,064.57) 34,080,563.77
Increase(Decrease) in operating payables 21,766,819.49 54,800,086.71
Net cash flows from operating activities 818,315,147.74 897,178,297.23
2. Significant investing and financing activities that do not involve cash
receipts and payments:
Conversion of debt into capital - -
Convertible bonds due within one year - -
Fixed assets acquired under finance leases - -
3. Net changes in cash and cash equivalents:
Closing balance of cash 468,635,486.47 715,539,516.48
Less: Opening balance of cash 715,539,516.48 314,855,567.54
Add: Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase(Decrease) in cash and cash equivalents (246,904,030.01) 400,683,948.94
(2) Composition of cash and cash equivalents
Unit: RMB
Item Closing balance Opening balance
I. Cash 468,635,486.47 715,539,516.48
Including: Cash on hand 11,192.14 10,685.59
Bank deposits 466,187,949.61 713,508,210.87
Other monetary funds 2,436,344.72 2,020,620.02
II. Cash equivalents - -
III. Closing balance of cash and cash equivalents 468,635,486.47 715,539,516.48
53. Asset with ownership or right restricted
The Group has no assets with ownership or right restricted.
- 82 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
54. Foreign currency monetary items
Unit: RMB
Closing balance of Exchange
Item original currency rate Closing amount in RMB
Currency Funds 135,389,164.08
Including: HKD 119,151,301.36 0.7889 93,998,461.64
USD 6,764,291.95 6.1190 41,390,702.44
Interest Receivable 30,680.16
Including: HKD 38,889.80 0.7889 30,680.16
Accounts Receivable 11,428,998.97
Including: HKD 8,326,696.29 0.7889 6,568,930.71
USD 794,258.58 6.1190 4,860,068.26
Other Receivables 690,351.85
Including: HKD 599,664.58 0.7889 473,075.40
USD 35,508.49 6.1190 217,276.45
Accounts Payable 2,623,949.22
Including: HKD 3,120,476.32 0.7889 2,461,743.77
USD 26,508.49 6.1190 162,205.45
Other Payable 114,055.80
Including: HKD 335,565.17 0.7889 264,727.37
USD (24,623.56) 6.1190 (150,671.57)
(VII) CHANGES IN THE CONSOLIDATION SCOPE
1. Consolidation by merger reduces the amount of subsidiaries
According to a proposal considered and passed at the fifth session of the seventh Board of
Directors held on 23 April 2013 and 2012 Annual Shareholders' General Meeting held on 21 May
2013, the Company is approved to merge Shenzhen Chiwan Trains-Grains Terminal Company
Limited and Shenzhen Chiwan Terminal Company Limited by absorption.
On 25 January 2014, Economy, Trade and Information Commission of Shenzhen Municipality
released Reply to the Company's Proposed Merge of Shenzhen Chiwan Trains-Grains Terminal
Company Limited and Shenzhen Chiwan Terminal Company Limited (filed as Shen Jing Mao Xin
xi[2014]No.109), agreeing the merger of the Company and Shenzhen Chiwan Terminal Company
Limited by absorption.
On 29 February 2014, Shenzhen Chiwan Terminal Company Limited completed the procedure of
cancellation of registration. Involved business, assets and staffs are transferred to the company.
- 83 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VIII) INTERESTS IN OTHER ENTITIES
1. Interests in subsidiaries
(1) Composition of the Group
Unit: RMB
Registered Balance of other items Proportion of ownership Interest (%)
Capital(in ten Actual capital substantively constituting Proportion of
Principal place of Place of Nature of thousand Yuan unless contribution at the net investments in the Direct ownership Indirect ownership voting power Consolidated or
Full name of the subsidiary business incorporation business otherwise stated) end of the period subsidiary interest interest (%) not Approach of acquiring
Shenzhen Chiwan International Freight Logistics support Established through
Shenzhen, PRC Shenzhen, PRC 550.00 5,500,000.00 - 100.00 - 100.00 Y
Agency Company Limited services investment
Shenzhen Chiwan Trains-Grains Logistics support Established through
Shenzhen, PRC Shenzhen, PRC 4,500.00 45,000,000.00 - 100.00 - 100.00 Y
Terminal Company Limited services investment
Hong Kong SAR, Established through
Chiwan Wharf Holdings (H.K.) Limited Hong Kong Investment HKD 1,000,000.00 1,070,000.00 11,004,285.00 100.00 - 100.00 Y
PRC investment
Dongguan Chiwan Wharf Company Logistics support Established through
Dongguan, PRC Dongguan, PRC 45,000.00 382,500,000.00 - 85.00 - 85.00 Y
Limited services investment
Dongguan Chiwan Terminal Company Logistics support Established through
Dongguan, PRC Dongguan, PRC 40,000.00 400,000,000.00 - 100.00 - 100.00 Y
Limited services investment
British Virgin British Virgin Established through
Grossalan Investments Limited Investment USD 1.00 8.00 - 100.00 - 100.00 Y
Islands Islands investment
Hong Kong SAR, Hong Kong SAR, Established through
Hinwin Development Company Limited Investment HKD 10,000.00 6,278,500.00 94,014,181.00 100.00 - 100.00 Y
PRC PRC investment
Combination involving
Shenzhen Chiwan Harbor Container Co., Logistics support
Shenzhen, PRC Shenzhen, PRC 28,820.00 250,920,000.00 - 100.00 - 100.00 Y enterprises under
Ltd services
common control
Combination involving
Shenzhen Chiwan Transportation Co., Logistics support
Shenzhen, PRC Shenzhen, PRC 1,500.00 7,000,000.00 - 100.00 - 100.00 Y enterprises under
Ltd services
common control
Combination involving
Logistics support
Chiwan Container Terminal Co., Ltd Shenzhen, PRC Shenzhen, PRC USD 95,300,000.00 485,990,004.00 - 55.00 - 55.00 Y enterprises under
services
common control
Combination involving
Shenzhen Chiwan Shipping Service for
Shenzhen, PRC Shenzhen, PRC 2,400.00 24,000,000.00 - 100.00 - 100.00 Y enterprises under
Transportation Co., Ltd. supporting logistics
common control
Combination involving
Hong Kong SAR, Hong Kong SAR, Service for
Chiwan Shipping (Hong Kong) Ltd. HKD 800,000.00 856,000.00 - 100.00 - 100.00 Y enterprises under
PRC PRC supporting logistics
common control
- 84 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VIII) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(2) Material non-wholly-owned subsidiaries
Unit: RMB
Proportion of Profit or loss Payments for
ownership interest attributable to dividends to Closing balance of
held by the minority minority ownership interest
minority shareholders at the shareholders in the of minority
Name of the subsidiary shareholders end of the period current period shareholders
2014
Dongguan Chiwan Wharf
15% 16,575,261.72 - 96,080,986.07
Company Limited
Chiwan Container
45% 95,620,966.89 - 664,219,782.77
Terminal Co., Ltd
Total 112,196,228.61 - 760,300,768.84
2013
Dongguan Chiwan Wharf
15% 7,417,288.43 - 79,462,894.69
Company Limited
Chiwan Container
45% 132,168,078.53 - 700,766,894.41
Terminal Co., Ltd
Total 139,585,366.96 - 780,229,789.10
- 85 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VIII) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries- continued
(3) Significant financial information of material non-wholly-owned subsidiaries
Unit: RMB
Closing balance Opening balance
Name of the subsidiary Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities
Dongguan Chiwan Wharf Company Limited 37,943,459.17 962,412,902.08 1,000,356,361.25 365,766,466.31 8,285,926.12 374,052,392.43 54,876,330.97 941,585,760.41 996,462,091.38 472,424,139.90 8,521,258.60 480,945,398.50
Chiwan Container Terminal Co., Ltd 279,041,182.69 1,780,636,820.51 2,059,678,003.20 498,579,073.59 85,054,967.90 583,634,041.49 491,193,778.99 1,895,799,911.36 2,386,993,690.35 716,743,547.69 112,990,377.30 829,733,924.99
Unit: RMB
2014 2013
Cash Flows from operating Cash Flows from Operating
Name of the subsidiary Operating income Net profit Total comprehensive income activities Operating income Net profit Total comprehensive income Activities
Dongguan Chiwan Wharf Company Limited 338,654,427.44 110,501,744.79 110,501,744.79 202,359,599.22 231,726,729.97 49,448,589.54 49,448,589.54 123,263,786.47
Chiwan Container Terminal Co., Ltd 774,208,188.96 212,491,037.54 212,491,037.54 488,234,266.63 851,059,962.78 293,706,841.19 293,706,841.19 432,923,346.33
(4) No entities are added to the scope of consolidation in the current period.
- 86 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VIII) EQUITY IN OTHER ENTITIES- continued
2. Interests in joint ventures and associates
(1) Material joint ventures or associates
Unit: RMB
Proportion of ownership Proportion of voting power in the Accounting method
Principal interests held by the Group (%) investee held by the Group (%) of investments in
place of Place of Nature of 31 December 31 December 31 December 31 December joint ventures and
Investee business incorporation business 2014 2013 2014 2013 associates
China Overseas Harbor Affairs Warehousing
Laizhou Laizhou 40.00 40.00 40.00 40.00 Equity method
(Laizhou) Co., Ltd and logistics
MPIL Shenzhen British Virgin Islands Investments 50.00 50.00 50.00 50.00 Equity method
(2) Financial information of material joint venture
Unit: RMB
China Overseas Harbor Affairs (Laizhou) Co., Ltd
Closing balance/2014 Opening balance/2013
Current assets 375,987,736.38 559,495,357.02
Including: cash and cash equivalent 293,859,343.15 477,140,783.49
Non-current assets 1,760,795,958.65 1,791,343,734.31
Total assets 2,136,783,695.03 2,350,839,091.33
Current liabilities 54,944,241.94 82,140,406.40
Non-current liabilities 179,732,000.00 183,400,000.00
Total liabilities 234,676,241.94 265,540,406.40
Minority interests 1,244,496.84 1,453,692.33
Total shareholders' equity attributable to equity holders
1,900,862,956.25 2,083,844,992.60
of the parent
Net assets calculated based on the proportion of
760,345,182.50 833,537,997.04
ownership interest
Adjustments
- Goodwill - -
- Unrealized Profits Resulting from Intragroup
- -
Transactions
- Others 1,268,139.54 -
Carrying amounts of equity investments in Joint Venture 761,613,322.04 833,537,997.04
Operating income 293,116,734.15 300,487,702.31
Financial expenses (11,069,942.64) (10,962,759.34)
Tax expenses 13,666,093.59 11,964,342.15
Net profit 85,151,481.92 70,268,048.80
Other comprehensive income - -
Total comprehensive income 85,151,481.92 70,268,048.80
Dividends received from joint ventures in the current
106,169,425.24 19,734,686.52
year
- 87 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(VIII) EQUITY IN OTHER ENTITIES- continued
2. Interests in joint ventures and associates - continued
(3) Financial information of material associates
Unit: RMB
MPIL
Closing balance/2014 Opening balance/2013
Current assets 307,430,988.64 272,285,489.40
Including: cash and cash equivalent 32,538,087.04 26,602,044.39
Non-current assets 1,452,397,920.94 1,524,028,980.09
Total assets 1,759,828,909.58 1,796,314,469.49
Current liabilities 401,036,031.53 674,626,424.96
Non-current liabilities 259,378,043.73 -
Total liabilities 660,414,075.26 674,626,424.96
Minority interests 441,372,770.60 448,675,217.81
Total shareholders' equity attributable to equity holders of
658,042,063.71 673,012,826.72
the parent
Net assets calculated based on the proportion of
329,021,031.85 336,506,413.36
ownership interest
Adjustments
- Goodwill - -
- Unrealized Profits Resulting from Intragroup
- -
Transactions
- Others (29,232,269.33) (30,810,320.91)
Carrying amounts of equity investments in Joint Venture 299,788,762.52 305,696,092.45
Operating income 521,845,538.46 549,883,901.43
Financial expenses 16,429,859.20 2,540,835.81
Tax expenses 24,910,317.16 26,223,536.68
Net profit 140,956,947.82 182,767,164.31
Other comprehensive income - -
Total comprehensive income 140,956,947.82 182,767,164.31
Dividends received from joint ventures in the current year 49,347,134.36 46,873,702.55
(4) Summarized financial information of immaterial associates
Unit: RMB
Closing balance/2014 Opening balance/2013
Associates:
Total carrying amounts of investment 431,938,190.49 421,454,195.54
Aggregate of following items calculated based on the
i
- Net profit f hi i 10,483,079.61 10,310,727.27
- Other comprehensive income - -
- Total comprehensive income 10,483,079.61 10,310,727.27
(5) As at 31 December 2014, the long-term equity investments of the Group were not subject to
restriction on disposal or remittance of return on investments.
- 88 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IX) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Group's major financial instruments include currency funds, available-for-sale financial assets,
borrowings, equity investments, account receivables, account payables, bond payables etc. Details
of these financial instruments are disclosed in Note (VI). The risks associated with these financial
instruments and the policies on how to mitigate these risks are set out below. Management
manages and monitors these exposures to ensure the risks are monitored at a certain level.
The Group adopts sensitivity analysis techniques to analyze how the entity's profit or loss and for
the period and shareholders' equity would have been affected by changes in the relevant risk
variables that were reasonably possible. As it is unlikely that risk variables will change in an
isolated manner, and the interdependence between risk variables will have significant effect on
the amount ultimately influenced by the changes in a single risk variable, the following items are
based on the assumption that each risk variable has changes on a stand-alone basis.
1. Risk management objectives and policies
The Group's risk management objectives are to achieve proper balance between risks and yield,
minimize the adverse impacts of risks on the Group's operation performance, and maximize the
benefits of the shareholders and other equity investors. Based on these risk management
objectives, the Group's basic risk management strategy is to identify and analyze the industry's
exposure to various risks, establish appropriate bottom line for risk tolerance, implement risk
management, and monitors these exposures to ensure the risks are monitored at a certain level.
1.1 Market risk
1.1.1 Currency risk
Currency risk is the risk that losses will occur because of changes in foreign exchange rates. The
Group's exposure to the currency risk is primarily associated with USD and HKD. Several of the
Group's subsidiaries have purchases and sales denominated in HKD while the Group's other
principal activities are denominated and settled in RMB. As at 31 December 2014, the balance of
the Group's assets and liabilities are both denominated in functional currency, except that balance
of assets set out below is in HKD and USD. Currency risk arising from the foreign currency
balance of assets and liabilities may have impact on the Group's performance.
Unit: RMB
Item Closing balance Opening balance
Currency funds 135,389,164.08 103,935,039.66
- HKD 93,998,461.64 31,017,228.58
- USD 41,390,702.44 72,916,292.09
- RMB - 1,518.99
Accounts receivable 12,150,030.98 22,875,401.14
- HKD 7,072,686.27 4,985,052.96
- USD 5,077,344.71 9,937,095.08
- RMB - 7,953,253.10
Short-term borrowings - 550,340,000.00
- HKD - 550,340,000.00
Accounts payable 2,738,005.02 1,953,953.35
- HKD 2,726,471.14 873,982.40
- USD 11,533.88 -
- RMB - 1,079,970.95
- 89 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IX) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
1. Risk management objectives and policies - continued
1.1.1 Currency risk - continued
The Group closely monitors the effects of changes in the foreign exchange rates on the Group's
currency risk exposures, to minimize the company's currency risk. According to the current risk
exposure and judgment of the exchange rate movements, management considers the probable
heavy loss resulted from foreign exchange rate fluctuation to be fairly low.
Sensitivity analysis on currency risk
The assumption for the sensitivity analysis on currency risk is that all the cash flow hedges and
hedges of a net investment in a foreign operation are highly effective. On the basis of the above
assumption, where all other variables are held constant, the reasonably possible changes in the
foreign exchange rate may have the following pre-tax effect on the profit or loss for the period or
equity:
Unit: RMB
2014 2013
Effect on Effect on
Changes in shareholders' shareholders'
Item exchange rate Effect on profits equity Effect on profits equity
All foreign 5% appreciation
(7,240,059.50) (7,240,059.50) (21,617,915.68) (21,617,915.68)
currencies against RMB
All foreign 5% depreciation
7,240,059.50 7,240,059.50 21,617,915.68 21,617,915.68
currencies against RMB
1.1.2 Interest rate risk - changes in cash flow
Risk derived from changes in cash flow of financial instruments is mainly related to bank loan
with floating interest rate. At 31 December 2014, the Group has no bank loan with floating
interest rate, therefore, the management believes that the risk derived from changes in cash flow
of financial instrument is relatively low.
1.1.3 Other price risk
Available-for-sale financial assets are measured at fair value by the Group at the balance sheet
date. Hence the Group takes risk of changes in the securities market. The Group closely monitors
the effects of changes in the foreign exchange prices on the Group's equity investment securities.
The Group has not taken any measures to reduce prices risk of equity investment securities.
1.2 Credit risk
As at 31 December 2014, the Group's maximum exposure to credit risk which will cause a
financial loss to the Group due to failure to discharge an obligation by the counterparties and
financial guarantees issued by the Group is arising from the carrying amount of the respective
recognized financial assets as stated in the consolidated balance sheet. For financial instruments
measured at fair value, the carrying amount reflects the exposure to risks but not the maximum
exposure to risks; the maximum exposure to risks would vary according to the future changes in
fair value.
- 90 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(IX) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
1. Risk management objectives and policies - continued
1.2 Credit risk - continued
In order to minimize the credit risk, the Group has delegated a team responsible for determination
of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action
is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each
individual trade debt at each balance sheet date to ensure that adequate impairment losses are
made for irrecoverable amounts. In this regard, the management of the Group considers that the
Group's credit risk is significantly reduced.
The credit risk on liquid funds is limited because the counterparties are banks with high credit
ratings.
The Company adopted necessary policies to make sure that all clients and customers are attributed
with merit credit records.
1.3 Liquidity risk
In the management of the liquidity risk, the Group monitors and maintains a level of cash and
cash equivalents deemed adequate by the management to finance the Group's operations and
mitigate the effects of fluctuations in cash flows. The management monitors the utilization of
bank borrowings and ensures compliance with loan covenants.
As at 31 December 2014, the Group has net current liabilities of RMB213,978,406.57 (2013:
RMB507,618,546.34). The Group has available unutilized bank loan facilities of approximately
RMB 3,155,005,000.00 (2013: RMB4,094,903,500.00). Consequently, the management believes
that the Group is not exposed to significant liquidity risks.
The following is the maturity analysis for financial assets and financial liabilities held by the
Group which is based on undiscounted remaining contractual obligations:
Unit: RMB
More than 5
Item Book value Total amount Within one year 1-5 years years
The non-derivative financial assets
Currency funds 468,635,486.47 468,635,486.47 468,635,486.47 - -
Notes receivable 2,500,000.00 2,500,000.00 2,500,000.00 - -
Accounts receivable 203,641,944.62 203,641,944.62 203,641,944.62 - -
Interest receivable 183,213.50 183,213.50 183,213.50 - -
Other receivables 42,321,002.73 42,321,002.73 42,321,002.73 - -
Available-for-sale financial
21,209,200.00 21,209,200.00 21,209,200.00 - -
assets
The non-derivative financial liabilities
Accounts payable 77,447,853.13 77,447,853.13 77,447,853.13 - -
Interest payable 33,775,342.43 33,775,342.43 33,775,342.43 - -
Dividends payable 199,830,762.29 199,830,762.29 199,830,762.29 - -
Other payable 85,558,954.41 85,558,954.41 85,558,954.41 - -
Other current liabilities 400,000,000.00 409,698,630.12 409,698,630.12 - -
Bonds payable 995,110,137.02 1,167,513,424.66 54,400,000.00 1,113,113,424.66 -
- 91 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(X) FAIR VALUE
1. Closing balance of assets and liabilities measured at fair value
Unit: RMB
Closing Balance
Item Level 1 Level 2 Level 3 Total
Measurements at fair value
continuously
Available-for-sale financial assets: 7,300,000.00 - - 7,300,000.00
- Equity instruments (Note) 7,300,000.00 - - 7,300,000.00
Total assets measured at fair value
7,300,000.00 - - 7,300,000.00
continuously
Note: The available-for-sale financial assets held by the Company represent the fair value of the
circulating shares of Jiang Su Ninghu Expressway Company Ltd at the end of the year.
2. Basis for determining the market price measured at fair value at level I continuously
The market price of assets and liabilities measured at fair value at level I continuously is
determined by the Shanghai stock exchange closing price of equity instruments at 31 December
2014.
3. Information of financial assets and financial liabilities that are not measured at fair value
The management considers that the book value of financial assets and liabilities measured at
amortized cost is approximately equal to the fair value of financial assets and liabilities.
(XI)RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
1. Parent of the Company
Unit: RMB
Proportion of the entity's Proportion of the entity's
Related party Type of the Place of Legal Nature of ownership interests held voting power held by the
Name of the parent relationship entity incorporation representative business Issued share capital by the parent (%) parent (%)
Listed in
CMHI Parent company Hong Kong Li Jiang Hong Port shipping HKD17,917,534,313 - 66.10(Note)
Hong Kong
Note: CMHI obtained 8.58% equity via its subsidiary Jing Feng Company, 25% of the shares via
its subsidiaries Shenzhen Malai Warehouse Co., Ltd., and obtained another 32.52% equity by
entrustment of Nanshan Group's stock, accordingly holding totally 66.10% of the voting shares.
So CMHI is the parent company of the company.
2. Subsidiaries of the Company
The general background and other related information of the subsidiaries are set out in Note (VIII)
1.
- 92 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
3. Associates and joint ventures of the Company
The general background and other related information of the associates and joint ventures are set
out in Note (VIII) 2.
Other joint venture or associates, which have been transacted with the Group for the period or the
prior period are as follows:
Associates name Relationship with the Company
China Development Finance Company LTD. The Group's associates
4. Other related parties of the Company
Relationships between other related
Name of other related parties parties and the Company
Haiqin Engineering Controlled by the same parent company
Shenzhen Mawan Terminals Co., Ltd. ("SMT") Controlled by the same parent company
Shenzhen Mawan Port Co., Ltd. ("SMP) Controlled by the same parent company
China Merchants Port Services (Shenzhen) Co., Ltd ("CMPS") Controlled by the same parent company
Shekou Container Terminals Limited ("SCT") Controlled by the same parent company
An Xunjie Container Terminals Limited Controlled by the same parent company
Shenzhen Lian Yunjie Container Terminals Limited Controlled by the same parent company
China Merchants International Cold Chain (Shenzhen) Company Limited ("CMCCL") Controlled by the same parent company
Shenzhen Haixing Harbor Development Co.,Ltd("Haixing") Controlled by the same parent company
Shenzhen Huxing Tug Service Co., Ltd. Controlled by the same parent company
Shenzhen Lianda Tug Service Co., Ltd. Controlled by the same parent company
China Ocean Shipping Agency (Shenzhen) Company Limited Controlled by the same parent company
Shenzhen Malai Warehouse Co., Ltd. Controlled by the same parent company
China Merchants Container Services Ltd. Controlled by the same parent company
Shenzhen Mawan Wharf Co., Ltd. ("SMW") Controlled by the same parent company
Hidoney Developments Co., Ltd. ("Hidoney ") Controlled by the same parent company
Laizhou Hairun of Port Management Co. Ltd. A subsidiary of the associate
Shenzhen China Merchants Shangzhi Investment Co., Ltd. Controlled by the same ultimate actual controller
Shenzhen China Merchants Qianhaiwan Property Co., Ltd. Controlled by the same ultimate actual controller
Shenzhen China Merchants International Shipping Agency Co., Ltd. Controlled by the same ultimate actual controller
Youlian shipyard Shekou Co. Ltd. Controlled by the same ultimate actual controller
Shenzhen China Merchants Property Management Co., Ltd. Controlled by the same ultimate actual controller
Guangzhou International Ocean Shipping Agency Co., Ltd. Controlled by the same ultimate actual controller
China Shenzhen Ocean Shipping Tally Shenzhen Co., Ltd. Controlled by the same ultimate actual controller
Shenzhen Chiwan Petroleum Supply Base Co., Ltd. ("Chiwan Base ") Influenced significantly by parent company
Zengcheng Xinkang property Co., Ltd. Influenced significantly by parent company
Shenzhen Baowan international logistics Co., Ltd. Influenced significantly by parent company
Shenzhen Chiwan Property Management Co., Ltd. Influenced significantly by parent company
Shenzhen Xuqin Industrial Development Co., Ltd.(“Xuqin”) Influenced significantly by parent company
Invetsor that has significance influence on the
Nanshan Group
company
Influenced significantly by the ultimate actual
China Merchant Bank Co., Ltd.("CMB")
controller
- 93 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions
(1) Provision and receipt of services
Unit: RMB
Pricing and
decision-making
Content of related party procedures of related
Related parties transaction party transactions 2014 2013
Receipt of services :
Haixing Load and unload service Negotiation 5,407,346.23 5,551,215.00
China Merchants Holdings (International) Information Technology
Company Ltd
Technical service fee Negotiation 4,918,373.62 6,054,584.25
Shenzhen Chiwan Property Management Co., Ltd. Property management fee Negotiation 1,849,089.41 1,646,853.90
Xuqin Construction Negotiation 1,667,765.20 5,145,932.00
SMW Load and unload service Negotiation 1,399,460.00 -
Haiqin Engineering Project management Negotiation 1,113,346.19 3,735,710.81
Zengcheng Xinkang property Co., Ltd. Property management fee Negotiation 570,147.00 695,282.50
Shenzhen China Merchants International Shipping Agency Co., Ltd. Agency service Negotiation 515,823.99 558,033.65
Shenzhen Lianda Tug Service Co., Ltd. Tugboat service Negotiation 381,810.25 -
CMBL Load and unload service Negotiation 243,052.17 -
Shenzhen China Merchants Property Management Co., Ltd. Property management fee Negotiation 49,392.90 -
China Ocean Shipping Agency (Shenzhen) Company Limited Agency service Negotiation 37,443.40 -
Shenzhen Huxing Tug Service Co., Ltd. Tugboat service Negotiation 29,595.25 -
SMP Load and unload service Negotiation 24,480.00 23,040.00
SCT Load and unload service Negotiation - 5,127,662.33
An Xunjie Container Terminals Limited Load and unload service Negotiation - 1,203,967.80
Shenzhen Lian Yunjie Container Terminals Limited Load and unload service Negotiation - 403,304.44
Chiwan Base Property management fee Negotiation - 135,911.18
SMT Load and unload service Negotiation - 53,678.40
Total 18,207,125.61 30,335,176.26
Rendering of services:
SMT Trailer service etc. Negotiation 12,156,434.95 10,810,885.66
SCT Trailer service etc. Negotiation 9,392,733.61 2,015,570.01
SMP Trailer service etc. Negotiation 5,069,811.75 4,252,942.34
China Ocean Shipping Agency (Shenzhen) Company Limited Tugboat service Negotiation 4,936,401.69 4,771,884.34
CMBL Trailer service etc. Negotiation 4,590,305.67 4,620,706.25
Shenzhen China Merchants International Shipping Agency Co., Ltd. Tugboat service Negotiation 2,029,493.09 2,572,233.96
China Overseas Harbour Affairs (Laizhou) Co., Ltd Dispatch income Negotiation 1,589,663.44 941,581.20
Laizhou Hairun of Port Management Co. Ltd. Trailer service Negotiation 1,001,785.71 6,600,000.00
Youlian shipyard Shekou Co. Ltd. Shipping service Negotiation 901,984.90 384,457.36
Guangzhou International Ocean Shipping Agency Co., Ltd. Berthage fee Negotiation 599,657.56 -
CMCCL Load and unload service Negotiation 576,300.92 781,333.00
Shenzhen Lianda Tug Service Co., Ltd. Tugboat service Negotiation 510,210.29 550,105.88
China Shenzhen Ocean Shipping Tally Shenzhen Co., Ltd. Load and unload service Negotiation 65,580.00 -
Shenzhen Huxing Tug Service Co., Ltd. Tugboat service Negotiation 20,926.41 196,056.23
Zengcheng Xinkang property Co., Ltd. Others Negotiation 8,638.85 6,666.72
Total 43,449,928.84 38,504,422.95
- 94 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(2) Leases with related parties
The Group as the lessor:
Unit: RMB
Lease income Lease income
recognised in the recognised in the
Name of lessee Type of leased assets current year previous year
Chiwan Base Coastal line, packing yards and road lighting 12,237,750.00 12,873,750.00
CMBL Crane 1,920,000.00 1,920,000.00
Total 14,157,750.00 14,793,750.00
The Group as the lessee:
Unit: RMB
Lease payment
Lease payment recognised in
recognised in the previous
Name of lessor Type of leased assets the current year year
Land, Office and packing
Nanshan Group 49,096,903.49 65,266,429.79
yard
Shenzhen Malai Warehouse Co., Ltd. Office 7,227,738.00 7,037,155.55
CMPS Former Bay port lands 3,169,800.00 3,000,000.00
Chiwan Base Office 1,478,320.13 1,252,919.70
SCT Crane 803,232.00 720,000.00
Shenzhen China Merchants Shangzhi Investment
Buildings 453,192.00 706,971.00
Co., Ltd.
Shenzhen China Merchants Qianhaiwan Property
Staff dormitory 446,316.00 -
Co., Ltd.
Shenzhen Chiwan Property Management Co., Ltd. Building 264,239.00 255,272.30
Shenzhen Baowan international logistics Co., Ltd. Warehouse 119,284.89 100,494.13
Total 63,059,025.51 78,339,242.47
(3) Compensation for key management personnel
Unit: RMB
Item 2014 2013
Compensation for key management personnel 8,931,979.78 8,108,000.00
- 95 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties
Unit: RMB
Item Related parties Closing balance Opening balance
Cash and bank China Merchants Bank 100,147,455.36 152,851,220.46
China Development Finance Company LTD. 50,520,314.97 -
Total 150,667,770.33 152,851,220.46
Accounts receivable SCT 5,438,480.00 768,650.00
SMT 1,429,055.00 1,397,911.61
China Ocean Shipping Agency (Shenzhen)
867,728.60 880,489.90
Company Limited
SMP 821,332.45 460,432.07
China Overseas Harbour Affairs (Laizhou)
559,663.44 -
Co., Ltd
CMBL 207,090.00 334,800.00
Shenzhen China Merchants International
122,789.00 151,120.00
Shipping Agency Co., Ltd.
Chiwan Base 93,393.09 113,503.83
Shenzhen Lianda Tug Service Co., Ltd. 65,591.25 -
Others 108,011.58 7,403.04
Total 9,713,134.41 4,114,310.45
Other receivables SMT 10,053,588.97 334,438.26
SMP 5,008,548.13 207,921.81
CMBL 3,041,907.46 1,000,000.00
Nanshan Group 1,523,561.88 70,581.70
Shenzhen China Merchants Qianhaiwan
448,820.00 448,820.00
Property Co., Ltd.
Xuqin 320,000.00 320,000.00
Chiwan Base 135,621.91 135,621.91
Shenzhen China Merchants Shangzhi
62,482.00 85,684.00
Investment Co., Ltd.
Shenzhen China Merchants Property
12,452.00 5,294.00
Management Co., Ltd.
CMCCL - 435,542.50
Others 92,863.00 49,991.00
Total 20,699,845.35 3,093,895.18
Dividends receivable MPIL - 3,334,985.50
Accounts payable Nanshan Group 9,718,184.39 21,210,268.59
SMW 1,399,460.00 -
Xuqin 1,353,465.08 2,483,784.77
Zengcheng Xinkang property Co., Ltd. 138,310.50 138,310.50
China Merchants Holdings (International)
13,850.00 3,069,805.00
Information Technology Company Ltd.
Haiqin Engineering - 4,225,367.81
Others 144,735.98 120,000.00
Total 12,768,005.95 31,247,536.67
Dividends payable Hidoney 52,867,231.42 -
- 96 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
Unit: RMB
Item Related parties Closing balance Opening balance
Other payables China Merchants Container Services Ltd. 855,383.21 -
Haiqin Engineering 488,963.00 -
Shenzhen Malai Warehouse Co., Ltd. 409,211.00 -
China Merchants Holdings
(International) Information Technology 381,740.00 298,403.00
Company Ltd.
SMP 288,320.00 336,428.00
Nanshan Group 180,252.32 -
SCT 88,186.88 13,872.00
CMBL 76,456.00 112,928.51
SMT 61,472.00 -
Xuqin 55,436.00 -
Laizhou Hairun of Port Management Co.
- 550,000.00
Ltd.
Others 18,233.00 10,385.10
Total 2,903,653.41 1,322,016.61
(XII) COMMITMENTS
1. Capital commitments
Unit: RMB
Item Closing balance Opening balance
Capital commitments that have been entered into but have not
been recognised in the financial statements:
- Commitment for acquisition of long-term assets 72,245,147.93 117,323,839.67
2. Operating lease commitments
As of the balance sheet date, the Group had the following commitments in respect of
non-cancellable operating leases:
Unit: RMB
Item Closing balance Opening balance
Minimum lease payments under non-cancellable operating
leases:
1st year subsequent to the balance sheet date 22,600,904.11 21,549,029.24
2nd year subsequent to the balance sheet date 507,861.36 10,149,611.12
3rd year subsequent to the balance sheet date 280,341.36 280,341.36
More than 3 years 1,023,822.01 1,327,099.83
Total 24,412,928.84 33,306,081.55
3. Contingencies
No material contingencies that should be disclosed by the Group.
- 97 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XIII) EVENTS AFTER THE BALANCE SHEET
1. Profit appropriation
Unit: RMB
Item Amount
Proposed distribution of profits or dividends (Note) 208,903,448.52
Profits or dividends declared to be distributed To be approved by General meeting of shareholders
Note: Please refer to Note (VI) 39.
2. Merger by absorbing subsidiary
According to a proposal made at the fifth session of the seventh Board of Directors held on 23
April 2013 and 2012 Annual Shareholders' General Meeting held on 21 May 2013, the Company
is approved to merge Shenzhen Chiwan Trains-Grains Terminal Company Limited and Shenzhen
Chiwan Terminal Company Limited by absorption.
On 7 January 2015, Economy, Trade and Information Commission of Shenzhen Municipality
released Reply to the Company's Proposed Merge of Shenzhen Chiwan Trains-Grains Terminal
Company Limited (filed as Shen Jing Mao Xin xi [2015]No.24), agreeing the merger of the
Company and Shenzhen Chiwan Trains-Grains Terminal Company Limited by absorption.
On 22 January 2015, Shenzhen Chiwan Trains-Grains Terminal Company Limited completed the
procedure of cancellation of registration at Economy, Trade and Information Commission of
Shenzhen Municipality.
3. To exercise the redemption option of issuer for corporate bond issued in 2011(Phase one)
According to a proposal , Bill for redeeming the bond issued in 2011,made at second
extraordinary session of the eighth Board of Directors held on 12 March 2015, the company made
a decision to exercise the redemption option of issuer for corporate bond issued in 2011(Phase
one). The company would redeem all the corporate bond of 11 Chiwan 01 registered at
registration date of redemption at par value plus interests for the current period, at the agreed
maturity date stated in bond prospectus, 27 April 2015.
(XIV) OTHER SIGNIFICANT EVENTS
1. Supplementary pension plan
At 3th June 2008, the Group participated in the supplementary pension plan of Nanshan Group
approved by Shenzhen government. Funds involved were deposited in the managed account
coordinated by Nanshan Group. Staffs would be qualified if the following requirements are met
simultaneously.(i)Staff with labor contracts signed. (ii)Staff with basic pension participated in.
(iii)On-the job and in-service staff with probation expired. (iv)Voluntarily participated in the plan
and perform the obligation of payment.The Group and staffs share the payment of the
supplementary pension. Excess payment would not be allowed so as to keep the payment made by
the Group and total payment made by the Group and the individual under the limit of one-twelfth
and the one-sixth of the prior year's gross payroll respectively.
- 98 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XIV) OTHER SIGNIFICANT EVENTS - continued
2. Segment reporting
(1) Basis for determining and accounting treatments of reporting segments
Subject to the Group's in-house infrastructure, management requirements and internal reporting
system, the operation businesses of the Group are classified into three reporting segments
determined based on the nature of business. The Group's management periodically evaluates the
operating results of these reporting segments to make decisions about resources to be allocated to
the segments and assess their performance. Major products and services delivered or provided by
each of the reporting segments are load and unload services, trailer and tugboat business, agency
services and other segments.
Segment information is disclosed in accordance with the accounting policies and measurement
standards adopted by each segment when reporting to management. The measurement basis is
consistent with the accounting and measurement basis in the preparation of the financial
statements.
- 99 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XIV) OTHER SIGNIFICANT EVENTS - continued
2. Segment reporting - continued
(2) Segment financial information
Unit: RMB
Load and unload services Trailer and tugboat business Agency services Unappropriated items Inter-segment deduction Total
2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013
Operating income
Revenue arising from external
1,691,404,362.86 1,668,049,422.40 92,043,618.22 95,225,068.70 21,318,195.23 17,500,345.20 - - - - 1,804,766,176.31 1,780,774,836.30
transactions
Revenue arising from inter-segment
83,771.94 - 62,124,721.03 65,764,188.32 207,864.12 117,822.50 - - (62,416,357.09) (65,882,010.82) - -
transactions
Total operating income 1,691,488,134.80 1,668,049,422.40 154,168,339.25 160,989,257.02 21,526,059.35 17,618,167.70 - - (62,416,357.09) (65,882,010.82) 1,804,766,176.31 1,780,774,836.30
Reconciling items:
Operating Income in the financial statements 1,804,766,176.31 1,780,774,836.30
Operating cost 920,259,787.76 858,643,893.87 120,199,375.78 114,799,318.52 5,843,743.60 2,573,538.33 - - (62,416,357.09) (65,882,010.82) 983,886,550.05 910,134,739.90
Segment operating profits 771,228,347.04 809,405,528.53 33,968,963.47 46,189,938.50 15,682,315.75 15,044,629.37 - - - - 820,879,626.26 870,640,096.40
Reconciling items:
Business taxes and surcharges 4,929,369.18 4,174,275.23 79,876.51 225,959.09 3,040,950.51 2,360,862.49 - - - - 8,050,196.20 6,761,096.81
General and administrative expenses 111,435,508.57 118,025,118.92 10,221,587.96 9,749,695.93 7,765,161.84 7,952,977.08 26,334,856.68 29,518,261.88 - - 155,757,115.05 165,246,053.81
Financial expenses 46,774,426.75 19,982,454.31 (859,645.21) (837,522.00) (104,654.68) (63,586.23) 31,820,673.13 21,875,145.42 - - 77,630,799.99 40,956,491.50
Impairment losses of assets 46,314.85 303,958.75 - - (25,381.49) 144,245.99 - - - - 20,933.36 448,204.74
Investment Income - - - - - - 601,073,292.24 672,315,614.56 (508,624,742.62) (570,260,993.26) 92,448,549.62 102,054,621.30
Operating profit 608,042,727.69 666,919,721.32 24,527,144.21 37,051,805.48 5,006,239.57 4,650,130.04 542,917,762.43 620,922,207.26 (508,624,742.62) (570,260,993.26) 671,869,131.28 759,282,870.84
Non-operating income 5,046,806.05 2,693,856.46 71,612.26 20,702.99 309,752.84 133,747.02 - - - - 5,428,171.15 2,848,306.47
Non-operating expenses 4,522,220.55 2,022,361.73 237,295.77 94,394.63 50.00 25,897.70 - - - - 4,759,566.32 2,142,654.06
Gross profit 608,567,313.19 667,591,216.05 24,361,460.70 36,978,113.84 5,315,942.41 4,757,979.36 542,917,762.43 620,922,207.26 (508,624,742.62) (570,260,993.26) 672,537,736.11 759,988,523.25
Income tax expenses 85,949,822.45 100,546,310.01 6,202,631.70 9,483,730.55 612,205.27 830,159.26 49,982,576.75 6,648,408.68 - - 142,747,236.17 117,508,608.50
Net profit 522,617,490.74 567,044,906.04 18,158,829.00 27,494,383.29 4,703,737.14 3,927,820.10 492,935,185.68 614,273,798.58 (508,624,742.62) (570,260,993.26) 529,790,499.94 642,479,914.75
- 100 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XIV) OTHER SIGNIFICANT EVENTS - continued
2. Segment reporting - continued
(2) Segment financial information - continued
Unit: RMB
Load and unload services Trailer and tugboat business Agency services Unappropriated items Inter-segment deduction Total
2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013
Total segment assets 5,229,761,950.19 5,443,487,886.90 208,322,467.42 215,576,142.44 38,909,438.74 48,802,059.00 7,525,911,369.78 8,299,414,360.00 (6,067,081,026.45) (6,660,751,233.64) 6,935,824,199.68 7,346,529,214.70
Total assets in the financial
5,229,761,950.19 5,443,487,886.90 208,322,467.42 215,576,142.44 38,909,438.74 48,802,059.00 7,525,911,369.78 8,299,414,360.00 (6,067,081,026.45) (6,660,751,233.64) 6,935,824,199.68 7,346,529,214.70
statements
Total segment liabilities 1,816,331,174.66 2,083,487,247.53 130,774,956.80 37,526,123.00 3,110,213,353.00 (2,743,548,647.50) 2,618,453,032.83
Total liabilities in the financial
1,816,331,174.66 2,083,487,247.53 130,774,956.80 37,526,123.00 3,110,213,353.00 (2,743,548,647.50) 2,618,453,032.83
statements
Supplementary information
Depreciation 187,332,659.80 169,715,743.20 10,962,794.21 10,813,144.42 752,016.68 147,354.31 - - 181,428,258.61
Amortization 40,103,747.56 45,911,207.77 17,496.24 17,496.54 - 1,836,936.51 - - 47,765,640.82
Interest income 2,616,864.78 1,173,513.16 30,603.87 13,734.16 7,855.57 2,800,034.81 - - 3,995,137.70
Interest expense 6,202,901.45 8,445,130.01 - - - 55,440,824.95 - - 63,885,954.96
Investment income from
long-term equity investment - - - - 97,910,121.30 - - 97,910,121.30
under equity method
Long-term equity investment - - - - 1,493,340,275.05 1,560,688,285.03 - - 1,560,688,285.03
Non-current assets other than
4,468,351,033.93 4,525,129,206.66 134,886,358.44 141,225,687.02 17,209,374.69 17,936,913.46 176,545,504.19 177,012,080.18 (157,909,567.98) (157,909,567.98) 4,639,082,703.27 4,703,394,319.34
long-term equity investment
- 101 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XIV) OTHER SIGNIFICANT EVENTS - continued
2. Segment reporting – continued
(3) Segment revenue from external transactions by source and non-current assets by geographical
location
Unit: RMB
Item 2014 2013
Revenue from external transactions with domestic customers 1,800,527,725.81 1,774,690,281.49
Revenue from external transactions with Hong Kong customers 4,238,450.50 6,084,554.81
Total 1,804,766,176.31 1,780,774,836.30
Unit: RMB
Item 2014 2013
Non-current assets located in local country 4,639,052,749.99 4,703,349,975.80
Non-current assets located in Hong Kong 29,953.28 44,343.54
Total 4,639,082,703.27 4,703,394,319.34
(4) Degree of reliance on major customers
The revenue derived from the top two clients of the Group in load and unload services is
RMB728,232,462.95, occupying 40.35% of the Group's total revenue.
(XV) NOTES TO THE FINANCIAL STATEMENTS
1. Accounts receivable
(1) Disclosure of accounts receivable by categories
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Item Amount (%) Amount (%) Book value Amount (%) Amount (%) Book value
Accounts receivable
that are individually
significant and for
which bad debt - - - - - - - - - -
provision has been
assessed
individually(Note 1)
Accounts receivable for which bad debt provision has been assessed by credit risk portfolios
Portfolio 1 (Note 2) 695,656.53 5.74 - - 695,656.53 340,769.83 1.87 - - 340,769.83
Portfolio 2 11,419,067.84 94.26 - - 11,419,067.84 17,876,763.45 98.13 - - 17,876,763.45
Subtotal of portfolios 12,114,724.37 100.00 - - 12,114,724.37 18,217,533.28 100.00 - - 18,217,533.28
Accounts receivable
that are not
individually
significant but for - - - - - - - - - -
which bad debt
provision has been
assessed individually
Total 12,114,724.37 100.00 - - 12,114,724.37 18,217,533.28 100.00 - - 18,217,533.28
- 102 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XV) NOTES TO THE FINANCIAL STATEMENTS - continued
1. Accounts receivable - continued
(1) Disclosure of accounts receivable by categories - continued
Accounts receivable portfolios for which bad debt provision has been assessed using the aging
analysis approach:
Unit: RMB
Closing balance Opening balance
Carrying Bad debt Proportion Bad debt Proportion
Aging amount provision (%) Book value Carrying amount provision (%) Book value
Within 1 year 11,419,067.84 - - 11,419,067.84 17,876,763.45 - - 17,876,763.45
(2) Top five balances of accounts receivable
Unit: RMB
Proportion of
the amount to
Relationship the total
with the accounts Bad debt
Name of entity Company Amount receivable (%) provision
Customer G Customer 1,605,220.10 13.25 -
Customer H Customer 1,526,519.00 12.60 -
Customer I Customer 1,270,561.00 10.49 -
Customer J Customer 1,259,169.29 10.39 -
Customer K Customer 694,624.48 5.73 -
Total 6,356,093.87 52.46
2. Other receivables
(1) Disclosure of other receivables by categories
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Category Amount (%) Amount (%) Book value Amount (%) Amount (%) Book value
Other receivables that are
individually significant and for which
- - - - - - - - - -
bad debt provision has been assessed
individually
Other receivables for which bad debt provision has been assessed by credit risk portfolios
Portfolio 1 825,995,030.84 99.93 - - 825,995,030.84 825,316,780.47 99.95 - - 825,316,780.47
Portfolio 2 563,634.80 0.07 383,456.60 68.03 180,178.20 383,456.60 0.05 383,456.60 100.00 -
Subtotal of portfolios 826,558,665.64 100.00 383,456.60 0.05 826,175,209.04 825,700,237.07 100.00 383,456.60 0.05 825,316,780.47
Other receivables that are not
individually significant but for which
bad debt provision has been assessed - - - - - - - - - -
individually
Total 826,558,665.64 100.00 383,456.60 0.05 826,175,209.04 825,700,237.07 100.00 383,456.60 0.05 825,316,780.47
- 103 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XV) NOTES TO THE FINANCIAL STATEMENTS - continued
2. Other receivables - continued
(1) Disclosure of other receivables by categories - continued
Other receivables portfolios for which bad debt provision has been assessed using the aging
analysis
Unit: RMB
Closing balance Opening balance
Carrying Bad debt Proportion Carrying Bad debt Proportion Book
Aging amount provision (%) Book value amount provision (%) value
Within 1 year 180,178.20 - - 180,178.20 - - - -
More than 1 year - - - - - - - -
More than 2 years but
- - - - - - - -
not exceeding 3 years
More than 3 years 383,456.60 383,456.60 100.00 - 383,456.60 383,456.60 100.00 -
Total 563,634.80 383,456.60 68.03 180,178.20 383,456.60 383,456.60 100.00 -
(2) Disclosure of other receivables by nature
Unit: RMB
Item Closing balance Opening balance
Temporary payments 4,407,604.66 2,932,718.35
Deposits 554,934.56 1,668,233.19
Others 821,596,126.42 821,099,285.53
Including: amounts due from subsidiaries 820,189,909.43 820,700,000.00
Total 826,558,665.64 825,700,237.07
(3) Top five balances of other receivables
Unit: RMB
Proportion of the
amount to the total
accounts receivable
Name of entity Nature of the fund Amount Aging (%) Bad debt provision
Temporary
Dongguan Chiwan Terminal
payment due from 478,689,909.43 Within one year 57.91 -
Company Limited
subsidiaries
Temporary
Dongguan Chiwan Wharf Co.,
payment due from 300,000,000.00 Within one year 36.30 -
Ltd.
subsidiaries
Temporary
Chiwan Container Terminal
payment due from 38,000,000.00 Within one year 4.60 -
Company Limited
subsidiaries
Temporary
Shenzhen Chiwan Shipping and
payment due from 3,500,000.00 Within one year 0.42 -
Transportation Company Limited
subsidiaries
Temporary
Chiwan Wharf Holdings (H.K.)
payment due from 2,842,827.10 Within one year 0.34 -
Limited
subsidiaries
Total 823,032,736.53 99.57 -
- 104 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XV) NOTES TO THE FINANCIAL STATEMENTS - continued
3. Long-term equity investments
Unit: RMB
Changes
Reconciling items
Investment income from other Closing value of
under equity comprehensive Other equity Cash dividends Provision for provision for
Investee Opening balance Increase Decrease method income movements announced of issuance impairment Others Closing balance impairment
I. Subsidiaries
Shenzhen Chiwan Terminal Company
47,500,000.00 - (47,500,000.00) N/A N/A N/A N/A - - - -
Limited
Shenzhen Chiwan International Freight
5,500,000.00 - - N/A N/A N/A N/A - - 5,500,000.00 -
Agency Company Limited
Shenzhen Chiwan Harbor Container
250,920,000.00 - - N/A N/A N/A N/A - - 250,920,000.00 -
Company Limited
Shenzhen Chiwan Transportation
7,000,000.00 - - N/A N/A N/A N/A - - 7,000,000.00 -
Company Limited
Chiwan Wharf Holdings (H.K.) Limited 1,070,000.00 - - N/A N/A N/A N/A - - 1,070,000.00 -
Shenzhen Chiwan Shipping and
24,000,000.00 - - N/A N/A N/A N/A - - 24,000,000.00 -
Transportation Company Limited
Shenzhen Chiwan Trains-Grains Terminal
33,750,000.00 - - N/A N/A N/A N/A - - 33,750,000.00 -
Company Limited
Chiwan Container Terminal Company
421,023,199.85 - - N/A N/A N/A N/A - - 421,023,199.85 -
Limited
Dongguan Chiwan Wharf Company
186,525,000.00 - - N/A N/A N/A N/A - - 186,525,000.00 -
Limited
Dongguan Chiwan Terminal Company
175,000,000.00 - - N/A N/A N/A N/A - - 175,000,000.00 -
Limited
Subtotal 1,152,288,199.85 - (47,500,000.00) - - 1,104,788,199.85 -
II. Associates
China Merchants Holdings (International)
13,482,832.15 - - 1,171,179.25 - - - - - 14,654,011.40 -
Information Technology Company Ltd.
CMBL 135,452,623.72 - - 2,607,960.27 - - - - - 138,060,583.99 -
China Development Finance Co., Ltd. 101,105,139.15 - - 4,096,895.16 - - - - - 105,202,034.31 -
Subtotal 250,040,595.02 - - 7,876,034.68 - - - - - 257,916,629.70 -
III. Joint ventures
China Overseas Harbor Affairs (Laizhou)
833,537,997.04 - - 34,244,750.24 - - 106,169,425.24 - - 761,613,322.04 -
Co., Ltd
Total 2,235,866,791.91 - (47,500,000.00) 42,120,784.92 - - 106,169,425.24 - - 2,124,318,151.59 -
- 105 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XV) NOTES TO THE FINANCIAL STATEMENTS - continued
4. Operating income and operating costs
Unit: RMB
2014 2013
Item Income Cost Income Cost
Principal operating 197,453,780.29 176,603,054.07 134,292,120.37 145,128,305.16
Other operating 30,272,470.52 1,363,695.23 20,797,647.17 308,649.60
Total 227,726,250.81 177,966,749.30 155,089,767.54 145,436,954.76
5. Investment income
(1) Details of investment income
Unit: RMB
Item 2014 2013
Income of long-term equity investments under cost method 313,001,926.94 394,285,442.87
Income of long-term equity investments under equity method 42,120,784.92 39,646,172.10
Investment income on available-for-sale financial assets, etc. 4,280,000.00 4,144,500.00
Total 359,402,711.86 438,076,114.97
(2) Income of long-term equity investments under cost method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2014 2013 compared to the prior period
The dividends distributed by
Chiwan Container Terminal Company Limited 149,790,489.01 165,794,356.37
investee fluctuate.
Shenzhen Chiwan Harbour Container Company The dividends distributed by
124,524,235.19 134,968,108.50
Limited investee fluctuate.
The dividends distributed by
Shenzhen Chiwan Terminal Company Limited 5,634,804.08 50,231,186.70
investee fluctuate.
Shenzhen Chiwan Shipping and Transportation The dividends distributed by
13,492,217.13 19,132,052.29
Company Limited investee fluctuate.
Shenzhen Chiwan Trains-Grains Terminal Company The dividends distributed by
15,724,302.77 18,386,937.33
Limited investee fluctuate.
The dividends distributed by
Shenzhen Chiwan Transportation Company Limited 2,375,607.47 4,677,410.56
investee fluctuate.
Shenzhen Chiwan International Freight Agency The dividends distributed by
1,460,271.29 1,095,391.12
Company Limited investee fluctuate.
Total 313,001,926.94 394,285,442.87
- 106 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XV) NOTES TO THE FINANCIAL STATEMENTS - continued
6. Related party transactions
(1) Provision and receipt of services
Unit: RMB
Pricing and
decision-making
Content of related party procedures of related
Related parties transaction party transactions 2014 2013
Receipt of services :
Shenzhen Chiwan Transportation Company Limited Transport services Negotiation 4,261,204.82 4,174,977.33
SMW Load and unload service Negotiation 1,399,460.00 -
Shenzhen Chiwan Property Management Co., Ltd. Property management Negotiation 544,502.00 532,742.50
Shenzhen China Merchants International Shipping Agency
Agency service Negotiation 515,823.99 558,033.65
Co., Ltd.
China Merchants Holdings (International) Information
Technical service Negotiation 167,735.90 81,348.00
Technology Company Ltd.
Haiqin Engineering Engineering Management Negotiation 120,000.00 -
Haixing Load and unload service Negotiation 19,643.40 -
Xuqin Landscape engineering Negotiation 17,280.00 4,559,832.23
Chiwan Base Property management Negotiation - 135,911.18
Total 7,045,650.11 10,042,844.89
Rendering of services:
Dongguan Chiwan Wharf Company Limited Dispatch income Negotiation 9,609,307.12 6,278,113.48
China Overseas Harbour Affairs (Laizhou) Co., Ltd Dispatch income Negotiation 1,589,663.44 941,581.20
SCT Load and unload service Negotiation 687,924.54 688,867.93
China Ocean Shipping Agency (Shenzhen) Company Limited Berthage fee Negotiation 385,707.00 649,346.23
China Shenzhen Ocean Shipping Tally Shenzhen Co., Ltd. Load and unload service Negotiation 65,580.00 -
Shenzhen China Merchants International Shipping Agency
Berthage fee Negotiation 6,154.79 -
Co., Ltd.
SMP Load and unload service Negotiation 2,830.20 34,245.28
SMT Load and unload service Negotiation 1,037.74 25,283.02
Total 12,348,204.83 8,617,437.14
(2) Leases with related parties
The Group as the lessor:
Unit: RMB
Lease income Lease income
recognised in the recognised in the
Name of lessee Type of leased assets current year previous year
Coastal line, packing yards and
Chiwan Base 12,237,750.00 12,873,750.00
road lighting
- 107 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XV) NOTES TO THE FINANCIAL STATEMENTS - continued
6. Related party transactions - continued
(2) Leases with related parties - continued
The Group as the lessee:
Unit: RMB
Lease payment Lease payment
recognised in the recognised in the
Name of lessor Type of leased assets current year previous year
Nanshan Group Land, Office and packing yard 14,765,129.22 15,950,280.64
Shenzhen Malai Warehouse Co., Ltd. Warehouse 1,104,870.00 1,289,015.00
Chiwan Base Packing yard and crane 1,478,320.13 1,252,919.70
SCT Crane 720,000.00 720,000.00
Chiwan Container Terminal Company Limited Warehouse 645,600.00 645,600.00
Total 18,713,919.35 19,857,815.34
(3) Guarantee with related parties
The company as a guarantor：
Unit: RMB
Inception date of Expiration date of Whether guarantee has
The principal Guaranteed amount guarantee guarantee been fulfilled
Dongguan Chiwan Terminal Company Limited 100,000,000.00 26/04/2012 07/02/2015 No
Shenzhen Chiwan Harbor Container Company Limited 100,000,000.00 26/04/2012 07/02/2015 No
Total 200,000,000.00
Note: At 31st December 2014, the loans under the above guarantees amount to zero.
- 108 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XV) NOTES TO THE FINANCIAL STATEMENTS - continued
7. Amounts due from/to related parties
Unit: RMB
Item Related parties Closing balance Opening balance
Interests receivable Shenzhen Chiwan International Freight Agency Company Limited - 218,084.00
Accounts China Overseas Harbour Affairs (Laizhou) Co., Ltd 559,663.44 -
receivable Chiwan Base 93,393.09 110,353.83
SCT 34,300.00 107,750.00
Shenzhen China Merchants International Shipping Agency Co., Ltd. 6,617.00 -
China Ocean Shipping Agency (Shenzhen) Company Limited 1,683.00 122,666.00
Total 695,656.53 340,769.83
Other receivables Dongguan Chiwan Terminal Company Limited 478,689,909.43 393,700,000.00
Dongguan Chiwan Wharf Company Limited 300,000,000.00 417,000,000.00
Chiwan Container Terminal Company Limited 38,000,000.00 -
Shenzhen Chiwan Shipping and Transportation Company Limited 3,500,000.00 10,000,000.00
Chiwan Wharf Holdings (H.K.) Limited 2,842,827.10 2,835,771.65
Nanshan Group 1,022,760.39 -
Shenzhen Chiwan Trains-Grains Terminal Company Limited 213,519.54 -
Chiwan Base 135,621.91 135,621.91
Others 31,549.12 24,536.15
Total 824,436,187.49 823,695,929.71
Long-term
Chiwan Wharf Holdings (H.K.) Limited 11,004,284.75 11,004,284.75
receivables
Accounts payable Nanshan Group 2,729,340.60 1,764,168.70
SMW 1,399,460.00 -
Xuqin 703,242.00 1,841,926.00
Chiwan Container Terminal Company Limited 215,200.00 -
Shenzhen Chiwan Transportation Company Limited 163,236.00 335,665.00
SCT 135,660.96 120,000.00
Total 5,346,139.56 4,061,759.70
Other payables Shenzhen Chiwan Harbour Container Company Limited 88,200,907.40 50,853,300.94
Shenzhen Chiwan Trains-Grains Terminal Company Limited 80,645,134.77 79,646,554.60
Shenzhen Chiwan Transportation Company Limited 43,706,556.61 45,365,261.99
Chiwan Container Terminal Company Limited 30,125,977.04 145,868,442.09
Dongguan Chiwan Wharf Company Limited 6,799,553.27 13,241,025.98
Dongguan Chiwan Terminal Company Limited 5,267,541.71 280,246.26
China Merchants Container Services Ltd. 855,383.21 -
Shenzhen Chiwan International Freight Agency Company Limited 698,090.93 4,447,292.32
Chiwan Wharf Holdings (H.K.) Limited 596,461.77 596,348.85
Shenzhen Chiwan Shipping and Transportation Company Limited 429,181.32 1,426,865.36
Nanshan Group 163,673.95 -
China Merchants Holdings (International) Information Technology
6,400.00 6,400.00
Company Ltd.
Shenzhen Chiwan Terminal Company Limited - 43,211,371.33
Total 257,494,861.98 384,943,109.72
Interests payable Shenzhen Chiwan Trains-Grains Terminal Company Limited 1,502,479.48 1,462,499.93
Shenzhen Chiwan Harbour Container Company Limited 549,835.65 -
Shenzhen Chiwan Transportation Company Limited 353,917.27 1,839,083.26
Shenzhen Chiwan Terminal Company Limited - 774,550.04
Chiwan Container Terminal Company Limited - 494,250.00
Total 2,406,232.40 4,570,383.23
Note: The Company collectively manages and coordinates the use of the capital within the Group.
Various subsidiaries save their money with the Company, or apply for fund when needed.
The Company collects fund usage expenses based on the actual financing costs incurred.
- 109 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
(XV) NOTES TO THE FINANCIAL STATEMENTS - continued
8. Supplementary information to the cash flow statement
Unit: RMB
Supplementary information 2014 2013
1. Reconciliation of net profit to cash flows from operating activities:
Net profits 268,153,919.27 363,887,260.39
Add: Provision for impairment losses of assets - 161,950.98
Depreciation of fixed assets 13,935,814.15 12,828,393.10
Depreciation and amortization of investment property 959,434.32 959,405.64
Amortization of intangible assets 3,375,890.11 3,738,351.72
Amortization of long-term prepaid expenses 879,424.32 1,865,829.22
Losses on disposal of fixed assets, intangible assets and
3,996,363.21 796,360.49
other long-term assets
Financial expenses 80,156,956.30 47,728,134.93
Loss (Gains) arising from investments (359,402,711.86) (438,076,114.97)
Decrease (Increase) in deferred tax assets 45,976,703.93 1,240,064.59
Decrease in inventories 326,794.23 (118,918.68)
Decrease (Increase) in operating receivables 26,962,983.17 (468,525,575.41)
Increase (Decrease) in operating payables (128,856,903.43) 20,135,783.36
Net cash flows from operating activities (43,535,332.28) (453,379,074.64)
2. Net changes in cash and cash equivalents:
Closing balance of cash 281,427,034.32 465,329,241.75
Less: Opening balance of cash 465,329,241.75 149,792,424.85
Net increase in cash and cash equivalents (183,902,207.43) 315,536,816.90
- 110 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2014
1. BREAKDOWN OF EXTRAORDINARY GAINS AND LOSSES
Unit: RMB
Item Amounts Description
Profit or loss on disposal of non-current assets (4,364,137.54)
Tax refunds or reductions with ultra vires approval or without official approval
-
documents
Government grants recognized in profit or loss (except for grants that are closely
related to the Company's business and are in amounts and quantities fixed in 2,489,528.50
accordance with the national standard)
Money lending income earned from non-financial institutions in profit or loss -
The excess of attributable fair value of identifiable net assets over the consideration
-
paid for subsidiaries, associates and joint ventures
Profit or loss on exchange of non-monetary assets -
Profit or loss on entrusted investments or assets management -
Impairment losses provided for each asset due to force majeure, e.g. acts of God -
Profit or loss on debt restructuring -
Business restructuring expenses, e.g., expenditure for layoff of employees,
-
integration expenses, etc.
Profit or loss relating to the unfair portion in transactions with unfair transaction
-
price
Net profit or loss of subsidiaries recognized as a result of business combination of
enterprises under common control from the beginning of the period up to the -
business combination date
Profit or loss arising from contingencies other than those related to normal operating
-
business
Profit or loss on changes in the fair value of financial assets and financial liabilities
held for trading and investment income on disposal of held-for-trading financial
-
assets, held-for-trading financial liabilities and available-for-sale financial assets,
other than the effective hedging activities relating to normal operating business
Reversal of provision for accounts receivable that are tested for impairment losses
-
individually
Profit or loss on entrusted loans -
Profit or loss on changes in the fair value of investment properties that are
-
subsequently measured using the fair value model
Effects on profit or loss of one-off adjustment to profit or loss for the period
-
according to the requirements by tax laws and accounting laws and regulations
Custodian fees earned from entrusted operation -
Other non-operating income or expenses other than above 2,543,213.87
Other profit or loss that meets the definition of non-recurring profit or loss -
Tax effects (40,993.60)
Effects of minority interest (after tax) (661,929.02)
Total (34,317.79)
2. RETURN ON NET ASSETS AND EARNINGS PER SHARE ("EPS")
The return on net assets and EPS have been prepared by Shenzhen Chiwan Wharf Co., Ltd in accordance
with Information Disclosure and Presentation Rules for Companies Making Public Offering No. 9 -
Calculation and Disclosure of Return on Net Assets and Earnings per Share (Revised 2010) issued by
China Securities Regulatory Commission.
Unit: RMB
Weighted average return on net EPS
Profits incurred in the current period assets (%) Basic EPS Diluted EPS
Net profit for the current period attributable to
10.358 0.648 0.648
ordinary shareholders
Net profit attributable to ordinary shareholders
10.343 0.647 0.647
after extraordinary gains and losses
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2014
3. SUPPLEMENTARY INFORMATION TO CHANGES IN ACCOUNTING POLICIES
The company applied the eight new and modified accounting policies released by Ministry of Finance, including Accounting Standard for Business
Enterprises No.2–Long-term Equity Investments (Revised) etc. The above changes in accounting policy have been applied retrospectively and restatements
have been made in comparative financial statements. The restated consolidated balance sheet of 1 Dec 2013 and 31 Dec 2013 are as follows:
Unit: RMB
LIABILITIES AND
ASSETS 2013.1.1 2013.12.31 2014.12.31 SHAREHOLDERS' EQUITY 2013.1.1 2013.12.31 2014.12.31
Current Assets: Current Liabilities:
Currency funds 314,855,567.54 715,539,516.48 468,635,486.47 Short-term borrowings 1,180,929,700.00 550,340,000.00 -
Notes receivable 1,680,000.00 200,000.00 2,500,000.00 Notes payable 826,000.00 - -
Accounts receivable 251,420,961.37 223,441,476.99 203,641,944.62 Accounts payable 145,047,940.68 138,194,522.12 77,447,853.13
Prepayments 1,623,036.67 1,692,011.86 1,984,932.73 Advances 299,452.73 793,291.30 31,818,775.21
Interest receivable - 984,200.00 183,213.50 Employee benefits payable 66,475,789.75 73,863,316.28 69,425,249.36
Dividends receivable - 3,334,985.50 - Taxes payable 40,854,859.42 61,282,690.48 66,374,211.86
Other receivables 15,984,053.14 12,579,679.85 42,321,002.73 Interest payable 18,541,172.99 36,813,185.09 33,775,342.43
Inventories 21,325,571.29 21,253,356.18 19,090,168.61 Dividends payable - 77,208,156.09 199,830,762.29
Other current assets 8,956,589.43 15,672,486.73 16,893,412.98 Other payables 41,574,838.40 59,144,474.30 85,558,954.41
Non-current liabilities due within one
Total current assets 615,845,779.44 994,697,713.59 755,250,161.64 39,727,206.52 4,676,624.27 4,997,419.52
year
Non-current Assets: Other current liabilities - 500,000,000.00 400,000,000.00
Available-for-sale financial
19,119,200.00 19,489,200.00 21,209,200.00 Total current liabilities 1,534,276,960.49 1,502,316,259.93 969,228,568.21
assets
Long-term equity investments 1,531,041,908.34 1,560,688,285.03 1,493,340,275.05 Non-current Liabilities:
Investment property 33,463,475.57 32,247,721.85 31,031,939.45 Long-term borrowings 150,000,000.00 - -
Fixed assets 2,701,093,453.30 2,828,481,942.32 3,319,843,271.66 Bonds payable 496,545,753.43 993,510,137.00 995,110,137.02
Construction in progress 609,932,608.74 615,064,297.08 34,582,369.45 Special payables 80,622,976.12 72,917,084.77 47,002,997.66
Intangible assets 1,007,534,028.15 986,041,335.51 950,021,585.10 Deferred income 53,652,355.62 48,594,551.13 47,337,896.36
Goodwill 10,858,898.17 10,858,898.17 10,858,898.17 Deferred tax liabilities 1,022,500.00 1,115,000.00 1,545,000.00
Long-term prepaid expenses 60,962,668.38 56,030,458.79 58,077,245.85 Total non-current liabilities 781,843,585.17 1,116,136,772.90 1,090,996,031.04
Deferred tax assets 67,969,034.03 68,259,696.74 26,941,859.72 TOTAL LIABILITIES 2,316,120,545.66 2,618,453,032.83 2,060,224,599.25
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2014
3. SUPPLEMENTARY INFORMATION TO CHANGES IN ACCOUNTING POLICIES - continued
Unit: RMB
LIABILITIES AND
SHAREHOLDERS'
ASSETS 1 January 2013 31 December 2013 31 December 2014 EQUITY 1 January 2013 31 December 2013 31 December 2014
SHAREHOLDERS'
Other non-current assets 123,309,396.98 174,669,665.62 234,667,393.59
EQUITY:
Total non-current assets 6,165,284,671.66 6,351,831,501.11 6,180,574,038.04 Share capital 644,763,730.00 644,763,730.00 644,763,730.00
Capital reserve 162,698,555.65 162,698,555.65 162,698,555.65
Other Comprehensive Income (10,437,217.50) (10,267,569.50) (8,977,146.43)
Special reserve 1,394,831.60 2,194,178.40 2,219,777.52
Surplus reserve 464,704,268.52 483,685,708.52 520,074,434.56
Unappropriated profit 2,414,907,916.91 2,664,771,789.70 2,794,519,480.29
Total shareholders' equity
attributable to equity holders 3,678,032,085.18 3,947,846,392.77 4,115,298,831.59
of the parent
Minority interests 786,977,820.26 780,229,789.10 760,300,768.84
TOTAL SHAREHOLDERS'
4,465,009,905.44 4,728,076,181.87 4,875,599,600.43
EQUITY
TOTAL LIABILITIES AND
TOTAL ASSETS 6,781,130,451.10 7,346,529,214.70 6,935,824,199.68 SHAREHOLDERS' 6,781,130,451.10 7,346,529,214.70 6,935,824,199.68
EQUITY
