Report for the First Quarter of 2015-Shenzhen Chiwan Wharf Holdings Limited Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement No. 2015-029 Shenzhen Chiwan Wharf Holdings Limited Report for the First Quarter of 2015 Section I. Important Reminders I. The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) warrant that the information carried in 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. II. All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report. III. All directors have attended the board session for reviewing this report. IV. This quarterly Financial Statements was un-audited. V. Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Fang and Financial Manager Ms. Li Li hereby announce that they guarantee the factuality, accuracy and completeness of the financial statements enclosed in this report. VI. This report is prepared in both Chinese and English. Should there be any understanding discrepancy between the two versions, the Chinese version shall prevail. Section II. Financial Highlights & Change of Shareholders I. Financial highlights Does the Company adjust retrospectively or restate any accounting data of previous periods? □ Yes √ No Item Jan.-Mar. 2015 Jan.-Mar. 2014 +/- Operating income (RMB Yuan) 407,974,820.55 404,266,553.22 0.92% Net profit attributable to shareholders of the parent (RMB Yuan) 102,580,695.58 106,553,992.04 -3.73% Net profit attributable to shareholders of the parent after 104,753,391.40 104,705,247.80 0.05% extraordinary gains and losses (RMB Yuan) Net cash flows from operating activities (RMB Yuan) 161,160,849.20 147,151,915.58 9.52% Basic EPS (RMB Yuan/share) 0.159 0.165 -3.64% Diluted EPS (RMB Yuan/share) 0.159 0.165 -3.64% Weighted average ROE (%) 2.46% 2.62% -0.16% Item 31 Mar. 2015 31 Dec. 2014 +/- Total assets (RMB Yuan) 6,970,995,664.04 6,935,824,199.68 0.51% Total shareholder’s equity attributable to equity holders of the 4,219,073,377.73 4,115,298,831.59 2.52% parent (RMB Yuan) 1 Report for the First Quarter of 2015-Shenzhen Chiwan Wharf Holdings Limited Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item 1 Jan. 2015-31 Mar. 2015 Explanation Profit or loss on disposal of non-current assets (42,845.93) Government grants recognized in profit or loss 193,262.32 Other non-operating income and expenses other than the above 172,812.20 Tax effects (713,223.75) Minority interests effects (after tax) (1,782,700.66) Total (2,172,695.82) -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders 1. Total number of common shareholders at the period-end and shareholdings of top 10 common shareholders Unit: share Total number of shareholders at the period-end 35,696, with 25,991 being A-share holders, and 9,705 being B-share holders Shareholdings of top 10 shareholders (all non-restricted shareholders) Shareholding Number of Number of Type of Nature of Name of shareholder percentage non-restricted pledged or frozen shares (A, B, shareholder (%) shares held shares H or other) CHINA NANSHAN DEVELOPMENT State-owned 32.52% 209,687,067 0 A-share (GROUP) INC. corporation Ordinary SHENZHEN MALAI STORAGE CO., LTD. domestic 25% 161,190,933 0 A-share corporation Foreign KEEN FIELD ENTERPRISES LIMITED 8.58% 55,314,208 0 B-share corporation CMBLSA RE FTIF TEMPLETON ASIAN Foreign 7.43% 47,914,954 Unknown B-share GRW FD GTI 5496 corporation DEUTSCHE BANK Foreign 0.62% 4,008,130 Unknown A-share AKTIENGESELLSCHAFT corporation Foreign CMBNA/STICHTING PENS FND ABP 0.54% 3,463,503 Unknown B-share corporation Foreign GIC PRIVATE LIMITED 0.52% 3,360,777 Unknown B-share corporation Foreign TEMPLETON ASIAN GROWTH FUND 0.41% 2,657,852 Unknown B-share corporation BBH A/C VANGUARD EMERGING Foreign 0.40% 2,595,918 Unknown B-share MARKETS STOCK INDEX FUND corporation KUMPULAN WANG PERSARAAN Foreign 0.37% 2,368,067 Unknown B-share (DIPERBADANKAN) corporation China Merchants Holdings (International) Co., Ltd. (“CMHI”) was a shareholder of China Nanshan Development (Group) Inc. (“CND Group”), Shenzhen Malai Storage Explanation on associated relationship or Co., Ltd. (Malai Storage) was a wholly-funded subsidiary of CMHI, and Keen Field persons acting in concert among the Enterprises Limited was also a wholly-funded subsidiary of CMHI. Other than that, above-mentioned shareholders the Company does not know whether the other non-restricted shareholders are related parties or not. 2 Report for the First Quarter of 2015-Shenzhen Chiwan Wharf Holdings Limited Did any of the Company’s top 10 common shareholders or top 10 non-restricted common shareholders conduct any buy-back upon agreement in the reporting period? □ Yes √ No 2. Total number of preferred shareholders at the period-end and shareholdings of top 10 preferred shareholders □ Applicable √ Inapplicable Section III. Significant Events I. Significant changes in the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes Unit: RMB Yuan Item 31 Mar. 2015 31 Dec. 2014 +/-% Non-current liabilities due within 1 year 503,357,253.20 4,997,419.52 9972% Bonds payable 497,161,643.86 995,110,137.02 -50% Item Jan.-Mar. 2015 Jan.-Mar. 2014 +/-% Income tax expenses 18,699,948.73 27,546,647.11 -32% Minority interests income 30,284,840.42 22,698,936.19 33% Payments of all types of taxes 20,314,116.41 39,685,744.00 -49% Cash receipts from borrowings - 118,965,000.00 -100% Cash repayments of borrowings - 118,965,000.00 -100% Cash payments for distribution of dividends or 77,208,156.09 - - profit or interest Non-current liabilities due within 1 year increased mainly because the corporate bonds for 2011 (Phase I) redeemed in this April according to the board’s resolution were reclassified from bonds payable to this item. Bonds payable decreased mainly because the corporate bonds for 2011 (Phase I) redeemed in this April according to the board’s resolution were reclassified from this item to non-current liabilities due within 1 year. Income tax expenses decreased mainly because non-wholly-funded subsidiary Chiwan Container Terminal Co., Ltd. passed the examination in 2015 to be a hi-tech enterprise and enjoy a preferential income tax rate of 15%. Minority interests income increased mainly because non-wholly-funded subsidiary Chiwan Container Terminal Co., Ltd. earned more profits. Payments of all types of taxes decreased because of the time difference of the actual payment of taxes. Cash receipts from borrowings decreased mainly because bank borrowings were secured in the same period of last year while there were no such events in the current period. Cash repayments of borrowings decreased because bank borrowings were repaid in the same period of last year while there were no such events in the current period. Cash payments for distribution of dividends or profit or interest increased mainly because the dividends for minority shareholders were paid in the current period while there were no such events in the same period of last year. II. Progress of significant events and analysis & explanations on their influence and solutions □ Applicable √ Inapplicable 3 Report for the First Quarter of 2015-Shenzhen Chiwan Wharf Holdings Limited III. Commitments made by the Company or any shareholder with a shareholding over 5% in the reporting period or such commitments made in previous periods but carried down into the reporting period √ Applicable □ Inapplicable 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 In order to enhance the shareholding incentive plan at a proper timing according to confidence of tradable share holders, applicable laws and regulations. In Jun. 2014, and encourage the core management according to jointly promulgated by the shareholders can coincide, CND made a State-owned Assets Supervision and Share reform commitment to entrust, through the Administration Commission of the State CND Group Apr. 2006 Standing commitment general meeting of the Company, the Council and the Ministry of Finance, as well Board of Directors of the Company to as incentive plan at a proper timing after promulgated by CSRC, the equity incentive the completion of the share division plan could not be successfully formulated due reform according to applicable laws and to policy and regulation changes, as well as regulations. 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. Concerning horizontal 1. Commitments made by China competition, it is Merchants Holdings (International) promised that the about share custody; horizontal 2. Commitment made by China competition issue China Merchants Holdings (International) will be solved Merchants about guaranteeing the independency of through ways Holdings the Company; 17 Sept. such as asset In the process of execution (International) 3. Commitment made by China 2012 reorganization in Commitment Company Merchants Holdings (International) the coming 3-5 in the Limited about horizontal competition; and years. And the acquisition 4. Commitment made by China other three report or the Merchants Holdings (International) commitments are report on about regulating related-party subject to the equity changes transactions 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. Malai Storage Storage holds the In the process of execution about horizontal competition; and 2012 Company’s shares 3. Commitment made by Malai Storage about regulating related-party transactions Other CND Group irrevocably and 20 Mar. commitments CND Group unconditionally agrees that if Chiwan 2001; 18 Standing In the process of execution made to Wharf suffers from any loss, expense, Jun. 2003; 4 Report for the First Quarter of 2015-Shenzhen Chiwan Wharf Holdings Limited minority liability, demanded compensation or 29 Sept. shareholders law suit due to any actual or potential 2004 illegality or unenforceability in any land use agreement or relevant documents signed or to be signed by CND Group or other related problems, CND Group promises to give full immunity to the recipient party of the land use right and its inheritor and the recipient person regarding the aforesaid matters. If the Company cannot pay interest on time, pay principals upon maturity or is involved in any violation, it shall at least take the following measures: 1. Not to distribute profit to Whenever any of shareholders; 26 Apr. the corporate 2. Suspend capital outlay projects such 2012; 18 bonds of “11 The Company In the process of execution as significant outward investments or 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 commitment Inapplicable and plan for the next step (if any) IV. Predict the operating results for Jan.-Jun. 2015 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: □ Applicable √ Inapplicable V. Securities investments Unit: RMB Yuan Number of Shareholdin Gain/loss Initial Number of Shareholding Variety of Code of Name of shares held g percentage Closing book for Accounting investment shares held at percentage at Source of stock securities securities securities at at value reporting title cost period-begin period-begin period-end period-end period Available-for -sale Stock 400032 SHA1 3,500,000 780,000 0.26% 780,000 0.26% 382,200 - Corporate shares financial assets Available-for -sale Stock 400009 GJ1 27,500 20,000 0.02% 20,000 0.02% 17,000 - Corporate shares financial assets Corporate shares Available-for which are -sale Stock 600377 NHGS 1,120,000 1,000,000 0.02% 1000000 0.02% 7,740,000 - allowed for financial circulation after assets share reform Total 4,647,500 1,800,000 -- 1,800,000 -- 8,139,200 - -- -- 5 Report for the First Quarter of 2015-Shenzhen Chiwan Wharf Holdings Limited VI. Shareholdings in other listed companies □ Applicable √ Inapplicable No such cases in the reporting period. VII. Investments in financial derivatives □ Applicable √ Inapplicable No such cases in the reporting period. VIII. Researches, visits and interviews received in the reporting period Place of Main discussion and materials Time of reception Way of reception Visitor type Visitor reception provided by the Company Basic information of operations Office of the Telephone and investments of the Company Jan.-Mar. 2015 Individual Individual investors Company communication and the financial status of the Company IX. Other The Company’s internal control progress: In the first quarter of 2015, according to the work plan for internal control, the Company organized and carried out the self-evaluation of internal control. Via talks and sampling tests, and according to the previously-set evaluation standards, the office evaluated the defects found, prepared a defect evaluation summary sheet, and then offered their rectification advice. It then, according to the results of its aforesaid work, prepared the 2014 annual internal control self-evaluation report, which was later disclosed upon review and approval at the 3rd Session of the 8th Board of Directors and the 3rd Session of the 8th Supervisory Committee. 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. Currently, the Company is making preparations for its internal control activities in 2015. It has renewed the list of the internal control task group members, drafted the work plan for internal control in 2015 and determined the subjects and work flows for the internal control in 2015. The Company has completed the internal control work in 2014 according to the schedule in the internal control work plan for 2014, with no difference or delay. For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 25 April 2015 6