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深赤湾B:2015年第三季度报告正文(英文版)2015-10-30  

						                                     The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited


Stock code: 000022/200022             Stock abbreviation: Chiwan Wharf A/Chiwan Wharf B              Announcement No.: 2015-093


                                 Shenzhen Chiwan Wharf Holdings Limited
                                  The Report for the Third 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 meeting for reviewing this Report.
IV. These quarterly Financial Statements are 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 & Changes in Shareholders

I. Major accounting data and financial indexes

Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
□ Yes √ No
                 Item                        30 Sept. 2015                   31 Dec. 2014               Increase/decrease
Total assets (RMB Yuan)                         6,833,803,697.08                 6,935,824,199.68                     -1.47%
Net assets attributable to shareholders
                                                4,326,142,462.17                 4,115,298,831.59                      5.12%
of the Company (RMB Yuan)
                                                                       YoY                                     YoY
                 Item                     Jul.-Sept. 2015                             Jan.-Sept. 2015
                                                                 increase/decrease                       increase/decrease
Operating revenues (RMB Yuan)               509,817,001.86                    9.95%     1,390,605,010.64            3.80%
Net profit attributable to shareholders
                                            175,532,433.81                 33.63%           417,509,806.15           13.86%
of the Company (RMB Yuan)
Net profit attributable to shareholders
of the Company after extraordinary          175,272,326.54                 33.66%           419,035,408.25           15.05%
gains and losses (RMB Yuan)
Net cash flows from operating
                                                            --                   --         645,020,079.10           33.94%
activities (RMB Yuan)
Basic EPS (RMB Yuan/share)                            0.272                33.33%                   0.648            13.88%
Diluted EPS (RMB Yuan/share)                          0.272                33.33%                   0.648            13.88%
Weighted average ROE (%)                             4.14%                   0.86%                  9.86%              0.74%

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                                          The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited


 Items and amounts of extraordinary gains and losses
 √Applicable □Inapplicable
                                                                                                                           Unit: RMB Yuan
                                                                                           Amount as of Jan.-Sept.
                                            Item                                                                              Note
                                                                                                   2015
 Gains/losses on the disposal of non-current assets (including the offset part of asset
                                                                                                       (809,709.57)
 impairment provisions)
 Government grants recognized in the current period, except for those acquired in
 the ordinary course of business or granted at certain quotas or amounts according to                      482,763.16
 the country’s unified standards
 Non-operating incomes and expenses other than the above                                               1,602,878.61
 Less: Income tax effects                                                                                  811,212.99
         Minority interests effects (after tax)                                                        1,990,321.31
 Total                                                                                               (1,525,602.10)                    --

 Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
 the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
 Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
 explanatory announcement as a recurrent gain/loss item
 □ Applicable √ Inapplicable

 II. Total number of shareholders and top 10 shareholders at the period-end

 1. Total number of common shareholders and shareholdings of the top 10 common shareholders at the
 period-end

                                                                                                                                Unit: share

Total number of shareholders at the period-end 35,875 shareholders, including 26,313 A-share holders and 9,562 B-share holders

                                Shareholdings of top ten shareholders (all being non-restricted share holders)
                                                                                           Number of                       Type of shares
                                                        Nature of         Percentage of                  Shares pledged or
              Name of shareholder                                                         non-restricted                    (A, B, H or
                                                       shareholder        shareholding                    frozen (share)
                                                                                           shares held                        other)
CHINA    NANSHAN               DEVELOPMENT             State-owned
                                                                                32.52%      209,687,067             0            A share
(GROUP) INC.                                           corporation
                                                    Ordinary domestic
SHENZHEN MALAI STORAGE CO., LTD.                                                   25%      161,190,933             0            A share
                                                       corporation
KEEN FIELD ENTERPRISES LIMITED                     Foreign corporation           8.58%       55,314,208             0            B share
CMBLSA RE FTIF TEMPLETON ASIAN
                               Foreign corporation                               7.43%       47,914,954          Unknown         B share
GRW FD GTI 5496
DEUTSCHE                 BANK
                               Foreign corporation                               0.62%         3,996,830         Unknown         A share
AKTIENGESELLSCHAFT
CMBNA/STICHTING PENS FND ABP                       Foreign corporation           0.54%         3,463,503         Unknown         B share

GIC PRIVATE LIMITED                                Foreign corporation           0.52%         3,360,777         Unknown         B share

TEMPLETON ASIAN GROWTH FUND                        Foreign corporation           0.41%         2,657,852         Unknown         B share
BBH A/C VANGUARD EMERGING
                                                   Foreign corporation           0.40%         2,595,918         Unknown         B share
MARKETS STOCK INDEX FUND
KUMPULAN          WANG         PERSARAAN
                                                   Foreign corporation           0.37%         2,368,067         Unknown         B share
(DIPERBADANKAN)
Explanation on associated relationship or/and      China Merchants Holdings (International) Company Limited is a shareholder of China
persons acting in concert among the                Nanshan Development (Group) Inc., (hereinafter referred to as “CND”). Shenzhen
above-mentioned shareholders:                      Malai Storage Co., Ltd. (hereinafter referred to as “Malai Storage”) was a

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                                     The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited


                                               wholly-funded subsidiary of China Merchants Holdings (International) Company
                                               Limited, and Keen Field Enterprises Limited was also a wholly-funded subsidiary of
                                               China Merchants Holdings (International) Company Limited. The Company does not
                                               know whether the other non-restricted shareholders are related parties or not.
 Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company
 carry out any agreed buy-back in the reporting period?
 □ Yes √ No

 2. Total number of preference share holders and shareholdings of the top ten preferred share holders at the
 period-end

 □ Applicable √ Inapplicable



                                      Section III. Significant Events

 I. Major changes in main accounting statement items and financial indicators in the reporting
 period, as well as reasons for the changes

                                                                                                                   Unit: RMB Yuan
                                                                     Increase/
          Item              30 Sept. 2015         31 Dec. 2014                                      Main reasons
                                                                     decrease

Other current liabilities    600,000,000.00       400,000,000.00          50%    Short-term financing bonds were issued and repaid.

                                                                                 Corporate bonds were redeemed ahead of schedule
Bonds payable                497,562,739.75       995,110,137.02         -50%
                                                                                 in this April.
                                                                     Increase/
          Item               Jan.-Sept. 2015      Jan.-Sept. 2014                                   Main reasons
                                                                     decrease
                                                                                 1) Chiwan Container Terminal Co., Ltd., one of the
                                                                                 Company’s controlled subsidiaries, passed the
                                                                                 hi-tech enterprise certification in 2015 and has thus
Net cash flows from                                                              been entitled to a preferential income tax rate of
                             645,020,079.10       481,588,587.65          34%
operating activities                                                             15%; 2) We received and held as an agent more
                                                                                 payments; 3) A rebate from the Machong Wharf
                                                                                 watercourse occupancy fee was received; and 4)
                                                                                 There existed timing differences in payments.
Net cash flows from                                                              In the same period of last year, we received from a
                             (58,769,748.94)       17,243,304.17        -441%
investing activities                                                             joint venture the dividends for the previous year.
Cash receipts from
borrowings                   138,736,732.40       554,750,000.00         -75%    The borrowings obtained decreased.

Cash receipts from
issue of bonds               800,000,000.00       398,800,000.00         101%    More short-term financing bonds were issued.

                                                                                 Chiwan Container Terminal Co., Ltd., one of the
Cash payments for
                                                                                 Company’s controlled subsidiaries, distributed
distribution of
                             464,056,566.07       312,751,306.37          48%    dividends to its minority shareholders this year,
dividends or profit or
                                                                                 while there had been no such cases in the same
interest
                                                                                 period of last year.
                                                                                 Chiwan Container Terminal Co., Ltd., one of the
                                                                                 Company’s controlled subsidiaries, distributed
Net cash flows from
                            (627,058,353.75)     (453,805,730.38)         38%    dividends to its minority shareholders this year,
financing activities
                                                                                 causing an increase in the cash outflows from
                                                                                 financing activities.




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                                             The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited


        II. Progress and influence of significant events, as well as the analysis and explanation on
        solutions

        □ Applicable √ Inapplicable

        III. Commitments made by the Company or shareholders holding over 5% of the Company’s
        shares in the reporting period or such commitments carried down into the reporting period

        √ 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 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.
                                                                                    Concerning
                                                                                    horizontal
                              1. Commitments made by China                          competition, it is
                              Merchants Holdings (International) about              promised that the
                              share custody;                                        horizontal
                              2. Commitment made by China                           competition issue
              China
                              Merchants Holdings (International) about              will be solved
Commitment Merchants
                              guaranteeing the independency of the                  through ways
in the        Holdings                                                 17 Sept.
                              Company;                                              such as asset      In the process of execution
acquisition   (International)                                          2012
                              3. Commitment made by China                           reorganization in
report or the Company
                              Merchants Holdings (International) about              the coming 3-5
report on     Limited
                              horizontal competition; and                           years. And the
equity
                              4. Commitment made by China                           other three
changes
                              Merchants Holdings (International) about              commitments are
                              regulating related-party transactions                 subject to the
                                                                                    share custody
                                                                                    period.
                            1. Commitment made by Malai Storage                     Whenever Malai
                                                                   27 Dec.
              Malai Storage about guaranteeing the independency of                  Storage holds the In the process of execution
                                                                   2012
                            the Company;                                            Company’s shares

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                                                    The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited


                          2. Commitment made by Malai Storage
                          about horizontal competition; and
                          3. Commitment made by Malai Storage
                          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:
                          1. Not to distribute profit to shareholders;
                                                                                            Whenever any of
                          2. Suspend capital outlay projects such as          18 Oct.
                                                                                            the corporate
              The Company significant outward investments or                  2013                             In the process of execution
                                                                                            bonds of “13
                          mergers;
                                                                                            Chiwan 01” exists
                          3. Reduce or stop salaries and bonuses
                          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)


         IV. Predict the 2015 annual operating results

         Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the
         beginning of the year to the end of the next reporting period compared with the same period of the last year
         according to prediction, as well as explanations on the reasons
         □ Applicable √ Inapplicable

         V. Securities investment

         √ Applicable □ Inapplicable
                                                                                                                                    Unit: RMB Yuan
                                                                                    Number of Shareholdin                 Gain/loss
                                        Initial   Number of shares Shareholding
Variety of Code of       Name of                                                    shares held g percentage Closing book     in    Accountin
                                      investment       held at       percentage at                                                            Source of stock
securities securities    securities                                                      at          at         value     reporting   g title
                                         cost     period-beginning period-beginning
                                                                                    period-end period-end                   period
                                                                                                                                    Availabl Corporate
                                                                                                                                    e-for-sa shares, which
                        Ninghu
Stock      600377                       1,120,000        1,000,000            0.02%   1,000,000       0.02%      7,960,000 380,000 le         are allowed for
                        Expressway
                                                                                                                                    financia circulation after
                                                                                                                                    l assets share reform

                                                                                 5
                                              The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited


                                                                                                                                      Available
                  Petro-chemi                                                                                                         -for-sale   Corporate
Stock    400032                 3,500,000          780,000           0.26%          780,000      0.26%          382,200             -
                  cal A1                                                                                                              financial   shares
                                                                                                                                      assets
                                                                                                                                      Available
                  Guang Jian                                                                                                          -for-sale   Corporate
Stock    400009                   27,500            20,000           0.02%           20,000      0.02%           17,000             -
                  1                                                                                                                   financial   shares
                                                                                                                                      assets
Total                           4,647,500        1,800,000      --             1,800,000        --             8,359,200     380,000     --             --




        VI. Shareholdings in other listed companies

        □ Applicable √ Inapplicable
        No such cases in the reporting period.

        VII. Investments in derivatives

        □ Applicable √ Inapplicable
        No such cases in the reporting period.

        VIII. Researches, visits and interviews received in the reporting period
                                                                                                                              Main discussion and
                                                     Way of
                  Time                Place                          Visitor type                    Visitor                materials provided by the
                                                    reception
                                                                                                                                    Company
                                                                                                                           Basic operation situation
                                  Office of the                                                                            of the Company,
        Jul.-Sept. 2015                         By phone        Individual             Individual investors
                                  Company                                                                                  investments made and its
                                                                                                                           financial position

        IX. Provision of guarantees in violation of regulations

        □ Applicable √ Inapplicable
        No such cases in the reporting period.

        X. Occupation of the Company’s funds by the controlling shareholder or its related parties
        for non-operating purposes

        □ Applicable √ Inapplicable
        No such cases in the reporting period.

        XI. Other information

        Internal control progress:
        Pursuant to the “Internal Control Rules for Enterprises” and the mating guidelines, the Company has completed
        the following internal control tasks for the third quarter of 2015:
        1. The Company organized the members of the task groups of the Headquarters and the subsidiaries within the
        internal control project to review the operation flows completed last year, revised them according to business
        changes this year and complete the description of recognized operation flows.
        2. The Company searched for defects in internal control by designing and running effectiveness tests.
        3. The Company searched for risks by going through the operation flows and making a list of risks.

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                               The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited


The Company has hired Deloitte Touche Tohmatsu Certified Public Accountants LLP to be its internal control
auditor for 2015 and communicated with the accountants about the internal control audit plan. The accountants are
now carrying out the preliminary audit.
The Company carries out the internal control-related work according to the schedule for the internal control
improvement plan for 2015. And the internal control project is right on schedule, with no derivation or delay.




                                                            For and on behalf of the Board
                                                                    Zheng Shaoping
                                                                       Chairman
                                                    Shenzhen Chiwan Wharf Holdings Limited
                                                               Dated 30 October 2015




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