The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
2015 ANNUAL REPORT
Disclosed on 28 March 2016
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section I. Important Statements, Contents & Terms
The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior
management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the
“Company”) hereby warrant that this Report is factual, accurate and complete without any false
information, misleading statements or material omissions. And they shall be jointly and severally
liable for that.
Board Chairman Shi Wei, Chief Financial Officer Zhang Fang and Financial Manager Li Li hereby
guarantee the factuality, accuracy and completeness of the Financial Report in this Report.
This Report has been reviewed and approved by all directors at the 5th Meeting of the 8th Board of
Directors.
Possible risks faced by the Company and countermeasures have been explained in “Section IV.
Discussion and Analysis by Management” in this Report, which investors are kindly reminded to
pay attention to. 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.
Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn have been designated by the
Company for information disclosure. And all information about the Company shall be subject to
what’s disclosed on the aforesaid media. Investors are kindly reminded to pay attention to possible
risks.
The Company’s preliminary plan for profit distribution upon the review and approval at the board
meeting: Based on the total shares of 644,763,730, a cash dividend of RMB4.10 (tax included) will
be distributed to all the shareholders for every 10 shares that they hold. No bonus shares will be
granted and no capital reserve will be turned into share capital.
This Report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Contents
Section I. Important Statements, Contents & Terms ..................................................... 1
Section II. Company Profile & Financial Highlights .................................................... 4
Section III. Business Highlights .................................................................................... 7
Section IV. Discussion and Analysis by Management .................................................. 9
Section V. Significant Events ...................................................................................... 23
Section VI. Share Changes & Particulars about Shareholders .................................... 42
Section VII. Preference Shares .................................................................................... 48
Section VIII. Directors, Supervisors, Senior Management Staff & Employees ......... 49
Section IX. Corporate Governance ............................................................................. 59
Section X. Financial Statements (See attached) .......................................................... 72
Section XI. Documents Available for Reference ........................................................ 73
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Terms
Term Content
Company, the Company or Chiwan Wharf Shenzhen Chiwan Wharf Holdings Limited
CMG China Merchants Group
CMHI China Merchants Holdings (International) Company Limited
CND Group China Nanshan Development (Group) Inc.
Malai Storage Shenzhen Malai Storage Co., Ltd.
KFEL Keen Field Enterprises Limited
CDF China Development Finance Company Ltd.
Chiwan Container Terminal Co., Ltd. (controlled subsidiary
CCT
of the Company)
State-Owned Assets Supervision and Administration
SASAC of the State Council
Commission of the State Council
CSRC China Securities Regulation Commission
Shenzhen Bureau of China Securities Regulatory
Shenzhen CSRC
Commission
SZSE Shenzhen Stock Exchange
“The Company Law” “The Company Law of the People’s Republic of China”
“The Securities Law” “The Securities Law of the People’s Republic of China”
“The Articles of Association of Shenzhen Chiwan Wharf
“The Articles of Association”
Holdings Limited”
“The Stock Listing Rules” “The Stock Listing Rules of Shenzhen Stock Exchange”
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section II. Company Profile & Financial Highlights
I. Company information
Stock abbr. Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022
Stock exchange 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
深赤湾
the Company
English name of the Company
Shenzhen Chiwan Wharf Holdings Limited
(if any)
Abbr. of the English name of
Chiwan Wharf
the Company (if any)
Legal representative of the
Shi Wei
Company
8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District,
Registered address
Shenzhen, PRC
Zip code 518067
8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District,
Office address
Shenzhen, PRC
Zip code 518067
Internet website of the
http://www.szcwh.com
Company
Email address cwh@szcwh.com
II. Contact us
Company Secretary Securities Affairs Representative
Name Wang Yongli Hu Jingjing & Chen Dan
8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District,
Contact address
Shenzhen, PRC
Tel. +86 755 26694222 +86 755 26694222
Fax +86 755 26684117 +86 755 26684117
E-mail cwh@szcwh.com cwh@szcwh.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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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
IV. Changes in the registered information
Social credit code 91440300618832968J
Changes in main business since going public (if any) No changes
Changes of controlling shareholder (if any) N/A
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
VI. Accounting and financial highlights
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
Unit: RMB Yuan
Increase/decrease of
Item 2015 2014 current year over last 2013
year
Operating revenues 1,872,608,596.16 1,804,766,176.31 3.76% 1,780,774,836.30
Net profits attributable to
527,751,492.42 417,594,271.33 26.38% 502,894,547.79
shareholders of the parent
Net profits attributable to
shareholders of the parent after 528,043,530.88 417,628,589.12 26.44% 502,469,158.84
extraordinary gains and losses
Net cash flows from operating
977,850,737.45 818,315,147.74 19.50% 897,178,297.23
activities
Basic EPS (RMB Yuan/share) 0.819 0.648 26.39% 0.780
Diluted EPS (RMB Yuan/share) 0.819 0.648 26.39% 0.780
Weighted average ROE (%) 12.34% 10.36% 1.98% 13.26%
Increase/decrease of
As at 31 Dec.
Item As at 31 Dec. 2015 As at 31 Dec. 2014 current year-end than
2013
last year-end
Total assets 6,913,772,876.99 6,935,824,199.68 -0.32% 7,346,529,214.70
Net assets attributable to
4,439,600,537.05 4,115,298,831.59 7.88% 3,947,846,392.77
shareholders of the Company
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
VII. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under
international and Chinese accounting standards
No such differences
2. Differences of net profit and net assets disclosed in financial reports prepared under
overseas and Chinese accounting standards
No such differences
VIII. Financial highlights by quarter
Unit: RMB Yuan
Item Q1 Q2 Q3 Q4
Operating revenues 407,974,820.55 472,813,188.23 509,817,001.86 482,003,585.52
Net profits attributable to
102,580,695.58 139,396,676.76 175,532,433.81 110,241,686.27
shareholders of the parent
Net profits attributable to
shareholders of the parent
104,753,391.40 139,009,690.31 175,272,326.54 109,008,122.63
after extraordinary gains
and losses
Net cash flows from
161,160,849.20 204,361,665.51 279,497,564.39 332,830,658.35
operating activities
IX. Extraordinary gains and losses
Unit: RMB Yuan
Item 2015 2014 2013
Profit or loss on disposal of non-current assets -748,062.06 -4,364,137.54 -1,697,013.72
Government grants recognized in profit or loss (except for
grants that are closely related to the Company's business
934,144.81 2,489,528.50 460,819.18
and are in amounts and quantities fixed in accordance with
the national standard)
Other non-operating income or expenses other than above 1,618,620.58 2,543,213.87 1,941,846.95
Less: Tax effects 579,718.94 40,993.60 127,755.31
Effects of minority interest (after tax) 1,517,022.85 661,929.02 152,508.15
Total -292,038.46 -34,317.79 425,388.95
The Company did not shift in the reporting period any extraordinary gain/loss item as defined and
listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering
Their Securities to the Public—Extraordinary Gains and Losses to a recurrent gain/loss item.
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section III. Business Highlights
I. Main business during the reporting period
The company is principally engaged in the handling, warehousing and transportation of containers
and bulk cargoes, as well as the provision of related services. We have 6 container berths and 7 bulk
cargo berths in Chiwan Port (Shenzhen), 3 container berths in Mawan Port (Shenzhen) and 5 bulk
cargo berths in Machong Port (Dongguan). We also have an investment in Laizhou Wharf in
Shandong Province.
In the reporting period, shrinking growth in port transportation demand caused by low international
trade demand as well as fiercer competition due to overcapacity urged faster transformation by
upgrading and integration of regional resources. New technology such as the Internet and the
Internet of Things boosted the shift of port enterprises to a comprehensive service provider. As a
regional hub for container and bulk cargo carriers, the Company enjoyed sound business results as
well as a firm and improving market position.
II. Material changes in main assets
1. Material changes in main assets
Main assets Material changes
The Proposal on Launch of the Transfer of 20% of China Development Finance Company Ltd.
(“CDF”) has been reviewed and approved at the 5th Special Meeting of the 8th Board of Directors
in 2015 dated 7 Aug. 2015. As such, it has been agreed to start transfer of the Company’s
equities in CDF according to the rules governing property right management. During the period
from 29 Oct. to 25 Nov. 2015, the Company put out the equity transfer message through the
Equity assets Chongqing United Assets and Equity Exchange for solicitation and China Nanshan
Development (Group) Inc. (“CND Group”) turned out to be the transferee. Upon mutual
agreement, the Company will transfer the 20% stake it holds in CDF to the CND Group for
RMB112.9 million. The equity transfer contract has been signed on 30 Nov. 2015. And the
public announcement on the transfer (No. 2015-101) has been released on Securities Times, Ta
Kung Pao (HK) and www.cninfo.com.cn dated 1 Dec. 2015.
The Company has successfully merged in Shenzhen Chiwan Trans-Grains Terminal Limited
(“Trans-Grains Terminal”) in early 2015 and given the disclosure details in its 2014 Annual
Mergers
Report (“3. Business combination” under “V. Asset Transactions” under “Section V. Significant
Events”). For details, please see the relevant announcements on www.cninfo.com.cn.
III. Core competitiveness analysis
Upon more than 3 decades 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 clients. With stable client sources and efficient business process flows, the
Company is considered a leader in the sector in terms of operating efficiency. As a mature listed
port company in China, the Company owns an excellent brand and reputation in the market.
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Material changes in the Company’s core competitiveness during the reporting period: 1. Resource
capacity of the container terminals has been improved. In June 2015, Berth 12# and 13# in Chiwan
Wharf as well as Berth 6# and 7# in Mawan Wharf were successfully upgraded to a 150,000-ton-
level berth and put into use. 2. Resource capacity of the bulk cargo terminals has also been
improved. In April 2015, the Machong Phase II Wharf was approved for business by the reply of
the Guangdong Provincial Government. In May, the Machong Phase I Wharf was approved by the
reply of the Transport Office of Guangdong Province to upgrade from 50,000-ton-level berths to
conditional 70,000-ton-level berths. In November, the 100,000-ton-level mechanized horizontal
warehouse in Machong Wharf went into operation. In December, the Chiwan Wharf Berth 7#
upgrading project was launched. These improvements in our resource capacity will further increase
our competitiveness and provide guarantee for our business development.
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section IV. Discussion and Analysis by Management
I. Business review
In 2015, the global economy developed slowly amid polarization and adjustments, leading to falling
commodity prices and weak international trade demand. With its economic structure in an upgrade
period, China’s economic growth in the year slowed down to 6.9%. Its gross value of imports and
exports went down by 7.0% due to multiple factors such as low foreign demand, fading
conventional competitive edges and trade protectionism. Substantial development of the Belt and
Road Initiative, start of the supply-front structural reform as well as implementation and spread of
the free trade zone policies caused a shrinking growth in port transportation demand and urged a
faster pace in resource integration in the port industry. Meanwhile, new technology such as the
Internet and the Internet of Things boosted the shift of port enterprises to a comprehensive service
provider.
In 2015, strictly following the principle of “Recognize the Situation, Solidify What We Have and
Innovate for Breakthroughs”, the Company overcame difficulties and forged ahead. As a result, the
business plan for the year has been fully accomplished.
1. Continuous growth in business results
Affected by the sluggish macro-economy, growth in the throughput of China’s ports kept falling. In
2015, throughput of China’s coastal wharfs above the designated size stood at 7.84 billion tons,
only 1.0% higher than that of last year. In the reporting period, the Company achieved a throughput
of 66.618 million tons, a year-on-year increase of 5.7%, higher than the national average, which
generated operating revenues of RMB1.87 billion, up 3.8% from last year; total profits of RMB730
million, up 8.3% on a year-on-year basis; and net profits attributable to the Company (excluding
subsidiaries) of RMB530 million, representing a 26.4% growth from the year earlier.
The container handling business remained relatively stable. In 2015, shipping prices dropped further
since the supply and demand imbalance in shipping was not improving with low international
container shipping demand. To deal with the depression, shipping companies were trying to cut
down their operating costs through shipping route adjustment and alliance cooperation. In 2015,
container throughput of main ports in South China declined 1.4% year on year. Ports in Shenzhen
achieved a container throughput of 24.21 million TEU, up 0.7% from the year earlier, staying No. 3
in the global ranking. As the Company mainly handled international containers and its clients were
relatively centralized, the shipping route adjustments by its core clients caused more fluctuations in
its business. In the reporting period, the Company handled 4.76 million TEU of containers, down
4.0% from last year, accounting for approximately 20% of the Shenzhen market, about the same
with last year. Meanwhile, we made full use of our information platform—“Smart Port”—to
vigorously promote the barge sideline. As a result, the 15.4% throughput growth in the barge
business from containers from the Pearl River Delta effectively offset the decline in the
international transit business. We also attracted 16 new shipping routes. By the end of 2015, we had
a total of 54 international liner routes to work with. In addition, we have applied the same customs
clearance procedure for Chiwan Wharf and Mawan Wharf and effectively improved the wharf
environment.
The bulk cargo handling business continued to grow. In 2015, China imported a lot more fertilizer
and grain from quite many countries and regions. We seized the opportunity, closely followed hot
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
trends in the market, adopted flexible business strategies in dealing with the fierce market
competition and immediately responded to clients’ needs. As a result, we achieved a remarkable
result in market expansion, stabilizing the rates and further optimizing our business mix. In the
reporting period, the Company achieved a bulk cargo throughput of 19.283 million tons, up 27.4%
year on year, including 7.49 million tons from Chiwan Wharf (a year-on-year increase of 36.1%) as
well as 11.793 million tons from Machong Wharf (a year-on-year increase of 22.4%). The
Company saw a steadily expanding market share in its bulk cargo handling business, with a leading
position in the Pearl River Delta in regard to handling exported grain and feedstuff as well as a
leading position in the country regarding handling imported compound fertilizer.
Business highlights of the Company for the past three years are set out as follows:
Business highlight 2015 2014 2013
Total throughput (thousand tons) 66,618 63,002 65,894
Among which: Container throughput (thousand 4,760 4,958 5,346
TEU)
Chiwan Wharf 3,414 3,712 3,990
Mawan Wharf (joint venture) 1,346 1,246 1,356
Bulk cargo throughput (thousand tons) 19,283 15,139 13,311
Chiwan Wharf 7,490 5,502 7,223
Machong Wharf 11,793 9,637 6,088
Hours charged for tow trucks (thousand hours) 1,129 1,170 1,230
Hours charged for tugboats (hour) 34,098 28,642 30,247
2. Continuous optimization of resource allocation
Pursuant to our development strategy, we pushed forward container berth upgrade, launched a berth
upgrade and storage yard alteration project for Chiwan Wharf, and accelerated the construction in
Machong Wharf. These effective improvements in our resource capacity have laid a solid
foundation for our future business development.
In the reporting period, container berths 12# and 13# in Chiwan Wharf and container berths 6# and
7# in Mawan Wharf finished upgrading and were put into use; bulk cargo storage yard 14# in
Chiwan Wharf finished expansion and went into operation, the Chiwan Wharf bulk cargo berth 7#
alteration project entered the construction phase and the silo technique continued to improve; in
Machong Wharf, berths 2# and 3# were upgraded upon approval to conditional 70,000-ton-level
berths, the 100,000-ton mechanized horizontal warehouse was completed and put into use in
November, construction started for the expansion of the 225,000-ton bulk grain warehouse, and
preparations for the bulk grain silo phase III project proceeded smoothly as scheduled.
3. Effective increase of our management capability
In the reporting period, we continued to push forward lean management and enhanced the
application of the statistic analysis tool in management via theoretical training and practice. Our
management capability was further increased through our efforts in adjusting our management
architecture, optimizing our debt structure, bringing in a competitive mechanism for contractors,
spreading our technical innovation achievements, etc. Innovative measures such as encouraging
innovation of our business models, technical innovation and optimizing operation procedures
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
helped increase our input-output efficiency and achieve improvement in efficiency, quality and
earnings. Despite rising land rents and labor cost, controllable costs were effectively controlled and
operating costs grew slower than the business volume did.
II. Main business analysis
1. Overview
Unit: RMB Yuan
Item 2015 2014 +/- Reason
Operating
1,872,608,596.16 1,804,766,176.31 3.76% -
revenues
Operating costs 1,002,715,909.05 983,886,550.05 1.91% -
Administrative
175,644,906.71 155,757,115.05 12.77% -
expenses
Interest cost decreased as
Financial
59,500,840.56 77,630,799.99 -23.35% average balance of interest-
expenses
bearing debts decreased.
Net cash flows
from operating 977,850,737.45 818,315,147.74 19.50% -
activities
2. Revenues and costs
(1) Breakdown of operating revenues
Unit: RMB Yuan
2015 2014
Item In operating In operating +/-
Amount Amount
revenues revenues
Operating
1,872,608,596.16 100% 1,804,766,176.31 100% 3.76%
revenues
By segments
Load and unload
services
1,747,972,945.00 93.34% 1,691,488,134.80 93.72% 3.34%
Trailer and tugboat 158,969,818.91 8.49% 154,168,339.25 8.54% 3.11%
business
Agency and other
services
25,708,043.32 1.37% 21,526,059.35 1.19% 19.43%
Inter-segment
deduction -60,042,211.07 -3.20% -62,416,357.09 -3.45% -3.80%
By areas
China Mainland 1,855,423,240.72 99.08% 1,800,527,725.81 99.77% 3.05%
Hong Kong 17,185,355.44 0.92% 4,238,450.50 0.23% 305%
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(2) Segments, products or areas contributing over 10% of operating revenues or profit
Unit: RMB Yuan
Operating Operating cost: Gross profit
Gross profit
Operating revenue Operating cost revenue: +/-% +/-% from last margin: +/-%
margin (%)
from last year year from last year
By segments
Load and unload
services
1,747,972,945.00 930,887,674.04 46.74% 3.34% 1.15% 1.15%
By areas
China
1,855,423,240.72 989,096,949.05 46.69% 3.05% 0.53% 1.33%
Mainland
(3) Product sales higher than service income
□ Yes √ No
(4) Execution progress of major signed sales contracts in reporting period
□ Applicable √ Inapplicable
(5) Breakdown of operating costs
By segments and products
Unit: RMB Yuan
2015 2014
In
Segment Item In operating +/-
Amount Amount operating
costs
costs
Load and unload Load and unload
services services
930,887,674.04 92.84% 920,259,787.76 93.53% 1.15%
Related road
Trailer and 118,198,934.43 11.79% 120,199,375.78 12.22% -1.66%
transportation and
tugboat business
shipping
Agency and other
services
Agency 13,671,511.65 1.36% 5,843,743.60 0.59% 133.95%
Inter-segment
deduction
-60,042,211.07 -5.99% -62,416,357.09 -6.34% -3.80%
Total 1,002,715,909.05 100% 983,886,550.05 100% 1.91%
(6) Changes in consolidation scope for reporting period
√ Yes □ No
The consolidation scope narrowed for the Company merged in subsidiary. For details, see Note (VI)
“Changes in consolidation scope” to the consolidated financial statements in “Section X. Auditor’s
Report”.
(7) Major changes in business, products or services in reporting period
□ Applicable √ Inapplicable
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(8) Main clients and suppliers
Main clients
Sales income from top 5 clients (RMB Yuan) 886,448,006.08
In total sales income of the year (%) 47.34%
Information about top 5 clients
Serial
Client Sales income generated (RMB Yuan) In total sales income of the year (%)
No.
1 Client A 300,044,507.07 16.02%
2 Client B 253,402,514.24 13.53%
3 Client C 123,958,514.55 6.62%
4 Client D 119,345,862.46 6.37%
5 Client E 89,696,607.76 4.80%
Total -- 886,448,006.08 47.34%
Main suppliers
Procurement from top 5 suppliers (RMB Yuan) 212,629,641.84
In total procurement of the year (%) 34.12%
Information about top 5 suppliers
Serial No. Supplier Procurement (RMB Yuan) In total procurement of the year (%)
1 Supplier A 61,599,405.12 9.88%
2 Supplier B 46,996,298.55 7.54%
3 Supplier C 54,669,337.54 8.77%
4 Supplier D 24,718,036.07 3.97%
5 Supplier E 24,646,564.56 3.96%
Total -- 212,629,641.84 34.12%
3. Expense
Unit: RMB Yuan
Item 2015 2014 +/-
Administrative expenses 175,644,906.71 155,757,115.05 12.77%
Financial expenses 59,500,840.56 77,630,799.99 -23.35%
4. R&D input
Purposes, progress and objectives of R&D projects as well as their expected influence on future
development of the Company
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Chiwan Container Terminal Co., Ltd. (“CCT”), one of the Company’s controlled subsidiaries, is a
certified hi-tech enterprise. In light of its research on market needs and development trends in
logistics, CCT plans to launch R&D projects focusing on “automatic hardware” and “intelligent
software”.
The automatic hardware project of CCT will help increase working efficiency, reduce energy
consumption, lower labor cost and improve safety. So far, the project has solved many technical
problems that no one else in the world has ever done and entered Phase II, with realizing automatic
vertical transport for all storage yards being its goal in the near future and materializing automation
on most of the port operation being its long-term goal. This will greatly increase our working
efficiency and help provide more efficient service for our clients.
The intelligent software project of CCT focuses on modern, intelligent, individualized and green
logistics software for efficient, automatic operation to provide quick, convenient and high-efficient
service for our clients. So far, all of our software systems are mature enough to perform in a quick
and intelligent manner functions such as data collection, automatic control during the operation
procedures and provision of fast and efficient service for clients. The era of internet is coming. We
are planning to set up a sound internet of things to apply more automatic control on operation in the
ports via intelligent software.
CCT uses hi-tech and intelligent software not only in automatic control, data control and client
service, but also in green control as a response to the government’s call so as to transform from a
conventional wharf into a modern logistics company.
Particulars about R&D input
Item 2015 2014 +/-%
Number of R&D personnel 65 72 -9.72%
R&D personnel in total employees 4.49% 4.13% 0.36%
R&D input (RMB Yuan) 23,311,082.47 25,422,945.27 -8.31%
R&D input in operating revenues 1.24% 1.41% -0.17%
Capitalized R&D input (RMB Yuan) 0 0
Capitalized R&D input in total R&D input 0 0
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
5. Cash flows
Unit: RMB Yuan
Item 2015 2014 +/- Reason
Subtotal of cash
inflows from operating 2,011,334,460.41 1,920,884,028.22 4.71% -
activities
Subtotal of cash
outflows from 1,033,483,722.96 1,102,568,880.48 -6.27% -
operating activities
Net cash flows from
977,850,737.45 818,315,147.74 19.50% -
operating activities
Subtotal of cash
inflows from investing 153,116,503.91 160,559,860.80 -4.64% -
activities
Expenses on fixed
assets and construction
Subtotal of cash in progress decreased
outflows from 152,822,155.82 223,690,273.38 -31.68% as the main
investing activities construction of
Machong Wharf
completed.
Expenses on fixed
assets and construction
in progress decreased
Net cash flows from
294,348.09 -63,130,412.58 100.47% as the main
investing activities
construction of
Machong Wharf
completed.
Subtotal of cash
inflows from financing 933,885,679.50 953,040,000.00 -2.01% -
activities
Subtotal of cash
outflows from 1,706,368,356.34 1,955,820,576.00 -12.75% -
financing activities
Net cash flows from
-772,482,676.84 -1,002,780,576.00 22.97% -
financing activities
Net cash flows from
operating activities
Net increase in cash increased in the current
214,502,637.19 -246,904,030.01 186.88%
and cash equivalents year and subsidiary
had to repay short-term
borrowings last year.
III. Non-core business analysis
Unit: RMB Yuan
In total
Item Amount Source/reason Continuity
profit (%)
Investment gains 100,817,732.86 13.85% Profit from jointly-run and associated companies Yes
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
IV. Assets and liabilities
1. Major changes in asset composition
Unit: RMB Yuan
As at 31 Dec. 2015 As at 31 Dec. 2014 Proportio
reason for major
Item In total assets In total assets n change
Amount Amount change
(%) (%) （%）
Monetary funds
increased 46% from
the opening amount
of the year mainly
because of the cash
inflow from disposal
Monetary funds 683,138,123.66 9.88% 468,635,486.47 6.76% 3.12% of equity rights in
China Development
Finance as well as
the increased net
cash inflows from
operating activities
at the year-end.
Accounts
189,016,564.86 2.73% 203,641,944.62 2.94% -0.21% -
receivable
Inventories 17,300,307.66 0.25% 19,090,168.61 0.28% -0.03% -
Investing real
26,747,795.38 0.39% 31,031,939.45 0.45% -0.06% -
estate
Long-term
equity 1,447,024,975.16 20.93% 1,493,340,275.05 21.53% -0.60% -
investment
Fixed assets 3,213,180,964.08 46.48% 3,319,843,271.66 47.87% -1.39% -
Construction in
22,222,084.78 0.32% 34,582,369.45 0.50% -0.18% -
progress
Short-term
141,610,178.37 2.05% 2.05% -
borrowings
2. Assets and liabilities measured at fair value
Unit: RMB Yuan
Gain/loss on Purchased
Cumulative fair Impairment Sold amount
fair value amount in
value change provisions in in the
Item Opening amount change in the the Closing amount
recorded into the reporting reporting
reporting reporting
equity period period
period period
Financial assets
Available-for-
sale financial 7,300,000 1,087,500 8,750,000
assets
Subtotal of
7,300,000 1,087,500 8,750,000
financial assets
Total of the
7,300,000 1,087,500 8,750,000
above
Financial
0 0 0
liabilities
Major changes in measurement attributes of main assets in reporting period
□ Yes √ No
16
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
V. Investments
1. General situation
□ Applicable √ Inapplicable
2. Major equity investments made in reporting period
□ Applicable √ Inapplicable
3. Major non-equity investments ongoing in reporting period
□ Applicable √ Inapplicable
4. Investments in financial assets
(1) Securities investment
Unit: RMB Yuan
Gain/loss
Account Cumulative
Variet Name Initial on fair Purchas
Code of ing fair value Sold in Gain/loss Closing
y of of Opening value ed in Accounting Source
securitie investment measure book value changes in changes current in current book
securit securiti current title of funds
s ment recorded period period value
ies es cost current period
model into equity
period
Available-
Jiangsu Fair Self-
for-sale
Stock 600377 Express 1,120,000 value 7,300,000 0 1,087,500 0 0 380,000 8,750,000 owned
financial
way method funds
assets
Available-
Petroch Fair Self-
for-sale
Stock 400032 emical 3,500,000 value 382,200 0 0 0 0 0 382,200 owned
financial
A1 method funds
assets
Available-
Self-
Guang Cost for-sale
Stock 400009 27,500 17,000 0 0 0 0 0 17,000 owned
Jian 1 method financial
funds
assets
Total 4,647,500 -- 7,699,200 0 1,087,500 0 0 380,000 9,149,200 -- --
(2) Investments in financial derivatives
No such cases in reporting period
5. Use of raised funds
No such cases in reporting period
17
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
VI. Sale of major assets and equity interests
1. Sale of major assets
No such cases in reporting period
2. Sale of major equity interests
No such cases in reporting period
VII. Main controlled and joint stock companies
Main subsidiaries and joint stock companies with over 10% effect on the Company’s net profit
Unit: RMB Yuan
Company Company Main Registered Operating
Total assets Net assets Operating profit Net profit
name variety business capital revenues
Chiwan
Container Container USD95.3
Subsidiary 2,032,537,649.57 1,517,707,143.06 758,255,475.19 276,870,548.32 254,154,218.89
Terminal Co., handling million
Ltd.
Shenzhen
Chiwan
Container RMB288.2
Harbor Subsidiary 814,698,022.72 492,635,817.08 299,500,483.31 135,588,316.30 117,141,618.81
handling million
Container Co.
Ltd.
Dongguan Handling
Chiwan and storage RMB400
Subsidiary 970,524,653.79 487,040,711.64 210,782,671.49 104,732,611.30 104,729,119.43
Terminal Co., of bulk million
Ltd. cargos
Dongguan Handling
Chiwan Wharf and storage RMB450
Subsidiary 989,019,261.83 697,375,253.05 278,723,570.73 78,198,070.29 70,645,117.94
Company of bulk million
Limited cargos
Subsidiaries acquired or disposed in reporting period
Name Way of acquisition or disposal Effect on overall operating results
Shenzhen Chiwan Trans-Grains Terminal Limited Merged in by parent company (the Company) No significant effect
Other main subsidiaries and joint stock companies
Company Main products Registered
Company name Industry Total assets Net assets Net profit
variety /services capital
Non- Handling and
Transpo
Harbor Division independent warehousing of N/A 583,993,442.84 489,900,395.91 41,864,355.64
rtation
legal entity grain and feedstuff
Shenzhen Chiwan Tow truck service
Transpo RMB
Transportation Co., Subsidiary for containers in 75,161,641.63 33,654,003.93 1,145,272.72
rtation 15 million
Ltd. the port
Shenzhen Chiwan Transpo RMB
Subsidiary Tugboat service 146,259,999.35 51,002,798.08 20,820,090.46
Tugboats Co., Ltd. rtation 24 million
Investm
Chiwan Wharf Investment HKD
Subsidiary ent 1,377,735,089.04 1,360,567,061.30 55,106,734.27
(Hong Kong) Ltd. holding 1 million
holding
18
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Handling and
China Overseas Stock- warehousing of
Transpo USD
Harbour Affairs participating petroleum, 1,958,623,140.93 1,732,008,836.23 100,216,183.27
rtation 176,407,700
(Laizhou) Co., Ltd. subsidiary liquefied products
and bulk cargos
VIII. Structured bodies controlled by the Company
□ Applicable √ Inapplicable
IX. Outlook of the Company’s future development
1. Outlook and trends of the industry
2016 is expected to continue to see a faltering recovery in the global economy as well as a slow
development pace in global shipping. In the opening year for the 13th Five Year Plan for National
Economic and Social Development, China continues to carry forward its market-oriented reform on
its economy and shifts its economic growth to a medium and high speed. China’s port industry is
still under the pressure of overcapacity. In the meantime, costs are rising due to the government’s
adjustment to the policy governing port rates, rigid growth in labor cost, increasing requirements for
port functions, etc. Competition among ports will become fiercer. All these are accelerating
resource allocation in ports.
In terms of container handling, container throughput in the Pearl River Delta is expected to remain
stable, the trend of larger ships and shipping alliances has become normal, and the risk of business
fluctuations may become higher as clients have become more centralized. As a local hub port for
container carriers, our market position and throughput will remain relatively stable and may grow as
we enhance market expansion.
As for bulk cargo handling, regional demand is growing steadily and resource capacity of Chiwan
Port and Machong Port has increased steadily. Meanwhile, due to operation for both foreign and
domestic trade with a large and balanced variety of cargo, we enjoy strong competitiveness in the
market. Therefore, throughput of our bulk cargo handling business will expectedly keep growing.
2. Development strategy
With our main goal being “Based on Main Business of Port Service, Be a Local Standard; Expand
Comprehensive Service for Business Upgrade”, we strive to build a company featuring excellent
management, great efficiency, potential for sustained development and the ability to create constant
value for its shareholders, employees, clients and the society.
(1) Main business of port service: We will consolidate our position as a hub port for container
carries and a priority port for handling imported and exported grain and feedstuff in the Pearl River
Delta, build a local standard, increase our brand value, ensure a steady and growing market share
and solidify the foundation for development.
(2) Comprehensive service: Leveraging on the Internet and Internet of Things technology, seizing
opportunities in the transformation of traditional ports and making use of our existing competitive
edges, we will expand to the upstream and downstream of the industrial chain and value chain,
cultivate new profit growth points and try to transform from a wharf operator to a comprehensive
service provider.
19
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(3) Investment: Seizing opportunities in the reform of state-owned enterprises and the integration of
local ports, we will give full play to our function as a capital operation platform, obtain other
resources through asset reorganization and integration, and further expand and improve our port
network so as to increase return on our assets.
3. Business plans for 2016
In face of the complex and changeable market in 2016, we will adhere to the guideline of
“Recognize the Situation, Based on the Main Business and Create a Bright Future” and vigorously
respond to challenges so as to achieve sound growth in our business results. Our main business
plans are as follows:
(1) To ensure development of our main business of port services and consolidate our competitive
business lines
In order for a steady growth in our business scale, we will actively deal with changes in the
shipping market, enhance business expansion, improve our anti-risk capability, maintain flexible
business strategies as well as solidify and increase our local market position.
(2) To accelerate construction projects so as to increase our resource capability
We will actively work with the government in expansion of Tonggu Channel Phase II to cater for
bigger ships. Meanwhile, upon completion of the upgrade on Berth 7# in Chiwan Port, we will
continue to push forward alteration of the storage yards in the port. As for Machong Port, we will
speed up construction of supporting facilities such as Phase II Silo and Phase III Silo so as to fully
improve the economy of resources as well as the market competitiveness.
(3) To enhance lean management and innovation to drive growth
Lean management and innovation will be pushed forward in the form of projects and we will also
attach importance to application of the Internet technology in our port business. Meanwhile, we will
set up an innovation system and incentive mechanism to encourage innovation and enhance
application and spread of our innovation achievements in our actual operation.
(4) To look for investment and cooperation opportunities for synergistic effect
In the current reform of state-owned enterprises as well as integration in the industry, we will keep
looking for opportunities for resource integration and business expansion so as to expand our
business network, achieve synergistic effect and even a leap-frog development.
4. Capital needs and expenditure plan for 2016
To implement our future development strategies and achieve the business goals we have set, a
capital expenditure of RMB477,809,700 is planned for 2016, of which RMB372,631,000 will be
invested in wharfs and warehouses, RMB70,883,000 in mechanical equipment and technical
improvement projects, RMB30,267,200 in computer projects and RMB4,028,500 in administration
and other. The said capital expenditures will be mainly funded by cash inflows from operating
activities of the Company and bank borrowings.
5. Possible risks and countermeasures
(1) Risk concerning the macro economy and the industry environment
The macro economy and trade is crucial to the port industry. As such, sources of containers and
bulk cargos we are handling depend largely on the macro economy, particularly foreign and
domestic trade, the industrial structure, etc. of the economic hinterland. Currently, we face great
20
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
challenges in business development due to weak growth in the global economy, sluggish
international trade and slow growth in the port industry.
As our countermeasures, we will closely follow changes in the economic situation and the industry
environment as well as improve our wharf operation capability through acceleration of the upgrade
on our berths and equipment to cater for bigger ships and shipping alliances as well as to make the
best out of our berths. While maintaining stability of our core clients and main shipping routes that
we cater for, we will explore clients’ needs and a new business model to provide integrated logistics
service featuring high efficiency, quickness and convenience, trying to increase our operating
efficiency.
(2) Risk concerning market competition and operation
The Pearl River Delta is already dense with ports, and there is new capacity surging to heat up
competition in a slow-growing market. We profit from relatively limited sources, namely
conventional cargo handling, warehousing, transportation and other related services, which makes
us vulnerable to hit by external factors.
To deal with that, we rely on our advanced wharf operation experience and continuously increasing
wharf capacity to carry out a quality service strategy for higher loyalty from our clients. We also
vigorously look for local cooperation, hoping to achieve benign interaction with the other ports in
the region. In the meantime, we will give full play to our competitive edge of being in a free trade
zone, carrying out an innovation strategy using technology of the Internet and the Internet of Things
as well as other information means to seek for a differential development path and increase our core
competitiveness.
(3) Risk of cost of production elements
Prices of production elements such as land and labor keep rising, further squeezing the space for
enterprise profits, which puts us under greater pressure for cost control.
To ease the pressure caused by rising costs, we will make better use of our land resources through
optimization of our resource allocation, and carry forward lean management and innovation to
increase our production efficiency.
X. Visits paid to the Company for purposes of research, communication, interview, etc.
1. In the reporting period
Type of
Date Way of visit Main discussion, materials provided & index
visitor
Main discussion: basic business condition, investments and financial
Jan.- By phone or written Individuals
condition of the Company; Materials provided: brochure of the Company;
Dec. inquiry (EasyIR and
Index: SZSE EasyIR
2015 platform of SZSE) institutions
(http://irm.cninfo.com.cn/ssessgs/S000022/index.html)
Times of visit 201
Number of visiting institutions 6
Number of visiting individuals 195
Number of other visiting entities 0
Significant undisclosed information
No
disclosed, revealed or leaked
21
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. From end of reporting period to disclosure date
Date Way of visit Type of visitor Main discussion, materials provided & index
Main discussion: basic business condition, investments and financial
By phone or
Individuals condition of the Company; Materials provided: brochure of the
Jan.-Mar. written inquiry
and Company;
2016 (EasyIR platform
institutions Index: SZSE EasyIR
of SZSE)
(http://irm.cninfo.com.cn/ssessgs/S000022/index.html)
Times of visit 25
Number of visiting institutions 6
Number of visiting individuals 19
Number of other visiting entities 0
Significant undisclosed information
No
disclosed, revealed or leaked
22
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section V. Significant Events
1. Profit distribution to common shareholders & increase of share capital from capital reserve
1. Formulation, execution or adjustments of profit distribution policy for common
shareholders, especially cash dividend policy, in reporting period
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 general meeting Yes
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 legal rights
Yes
and interests were fully protected.
In adjustment or alteration of the cash dividend policy, the conditions and procedure were in
Yes
compliance with regulations and transparent.
2. Profit distribution plans (preplans) for common shareholders and plans (preplans) for
turning capital reserve into share capital for recent three years (including reporting period)
(1) Profit distribution and dividend payout plan for 2013
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2013 stood at RMB363,887,260.39 and the cumulative
distributable profit at RMB667,999,192.32.
23
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
1) According to the Company Law and the Articles of Association of the Company,
RMB36,388,726.04, 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
RMB3.90 (tax included) was to be distributed for every 10 shares, with a total of
RMB251,457,854.70 being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB380,152,611.58.
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.
(2) Profit distribution and dividend payout 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 RMB268,153,919.27 and the cumulative
distributable profit at RMB648,306,530.85.
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 RMB520,074,434.56 for 2014, equal to 80.66% of the registered capital. Therefore, the
Company did not plan 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
RMB3.24 (tax included) was to be distributed for every 10 shares, with a total of
RMB208,903,448.52 being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB439,403,082.33.
The Board of Directors of the Company published the implementation announcement on dividend
payout for 2014 on Securities Times and Ta Kung Pao (HK) dated 14 Jul. 2015, and completed the
dividend payout for the A-share and B-share holders on 22 Jul. 2015 and 24 Jul. 2015 respectively.
(3) Profit distribution and dividend payout pre-plan for 2015
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2015 stood at RMB264,241,215.72 and the cumulative
distributable profit at RMB703,644,298.05.
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 RMB520,074,434.56 for 2015, equal to 80.66% of the registered capital. Therefore, the
Company intends not to draw surplus reserve from retained profit for 2015.
2) As planned, based on the total 644,763,730 shares as at the end of 2015, a cash dividend of
RMB4.10 (tax included) was to be distributed for every 10 shares, with a total of RMB
264,353,129.30 being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB439,291,168.75.
24
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
The above-mentioned allocation plan shall be submitted to the Shareholders’ General Meeting for
review and approval.
3. Cash dividends distributed to common shareholders in recent three years (including
reporting period)
Unit: RMB Yuan
Net profit attributable to Ratio of cash dividend to net Ratio of
Cash
Cash dividend common shareholders of the profit attributable to common cash
Year dividend in
(tax included) Company in consolidated shareholders of the Company dividend in
other forms
statement for the year in consolidated statement (%) other forms
2015 264,353,129.30 527,751,492.42 50.09% 0 0%
2014 208,903,448.52 417,594,271.33 50.03% 0 0%
2013 251,457,854.70 502,894,547.79 50.00% 0 0%
II. Pre-plan for profit allocation and turning capital reserve into share capital for reporting
period
Dividend for every 10 shares (RMB Yuan) (tax included) 4.10
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 Yuan) (tax included) 264,353,129.30
Distributable profit (RMB Yuan) 703,644,298.05
Percentage of the cash dividends in the total distributed profit 100.00%
(%)
Details of profit distribution for the year
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the Company (without
subsidiaries) for 2015 stood at RMB264,241,215.72 and the cumulative distributable profit at RMB703,644,298.05.
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 RMB520,074,434.56 for 2015, equal to
80.66% of the registered capital. Therefore, the Company intends not to draw surplus reserve from retained profit for
2015.
2. As planned, based on the total 644,763,730 shares as at the end of 2015, a cash dividend of RMB4.10 (tax included)
was to be distributed for every 10 shares, with a total of RMB264,353,129.30 being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at RMB439,291,168.75.
The above-mentioned allocation plan shall be submitted to the Shareholders’ General Meeting for review and
approval.
25
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
III. Fulfillment of commitments
1. Commitments of the Company, its shareholders, actual controller, acquirer, directors,
supervisors, senior management staff or other related parties fulfilled in reporting period or
ongoing at period-end
Time of
Commitmen Type of Period of
Commitment Contents making Fulfillment
t maker commitment 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 according
to applicable laws and
regulations. In Jun. 2014,
In order to enhance the
according to jointly
personnel so that the
promulgated by the State-
interests of the management
owned Assets Supervision
and all the shareholders can
and Administration
coincide, CND made a
Commission of the State
Share reform commitment to entrust,
CND Group Other Apr. 2006 Standing Council and the Ministry
commitment through the general meeting
of Finance, as well as
of the Company, the Board
promulgated
plan at a proper timing after
by CSRC, the equity
the completion of the share
incentive plan could not
division reform according to
be successfully
applicable laws and
formulated due to policy
regulations.
and 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.
26
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
1. Commitments made by
Concerning
China Merchants Holdings
horizontal
(International) about share
competition, it is
custody;
promised that
2. Commitment made by
the horizontal
China Merchants Holdings
Commitmen competition
(International) about
China t on issue will be
guaranteeing the
Merchants horizontal solved through
independency of the
Holdings competition, ways such as In the process of
Company; 17 Sept. 2012
(Internationa related-party asset execution
3. Commitment made by
l) Company transactions reorganization in
China Merchants Holdings
Limited and capital the coming 3-5
(International) about
Commitment occupation years. And the
horizontal competition; and
in the other three
4. Commitment made by
acquisition commitments
China Merchants Holdings
report or the are subject to the
(International) about
report on share custody
regulating related-party
equity changes period.
transactions
1. Commitment made by
Malai Storage about
Commitmen guaranteeing the
t on independency of the
horizontal Company; Whenever Malai
Malai competition, 2. Commitment made by Storage holds In the process of
27 Dec. 2012
Storage related-party Malai Storage about the Company’s execution
transactions horizontal competition; and shares
and capital 3. Commitment made by
occupation Malai Storage about
regulating related-party
transactions
Commitment
in asset
reorganization
Commitment
in IPO or
refinancing
Equity
incentive
commitment
CND Group irrevocably and
unconditionally agrees that
if Chiwan Wharf suffers
from any loss, expense,
liability, demanded
compensation or law suit
due to any actual or
potential illegality or
unenforceability in any land
use agreement or relevant 20 Mar. 2011 In the process of
CND Group Other Standing
documents signed or to be execution
Other signed by CND Group or
commitments other related problems,
made to CND Group promises to
minority give full immunity to the
shareholders 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 Whenever any
principals upon maturity or of the corporate
The 18 Oct. 2013 In the process of
Other is involved in any violation, bonds of “13
Company execution
it shall at least take the Chiwan 01”
following measures: 1. Not exists
to distribute profit to
27
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
shareholders; 2. Suspend
capital outlay projects such
as significant outward
investments or mergers; 3.
Reduce or stop salaries and
bonuses for directors and
senior management staff;
and
4. Not to remove the
persons held chiefly
responsible.
Executed on time or not Yes
Explain in detail specific reasons for failing to
fulfill commitment and plan for next step in case N/A
of commitment unfulfilled on time
2. Where there had been an earnings forecast for an asset or project and the reporting period
was still within the forecast period, explain why the forecast has been reached for the
reporting period
□ Applicable √ Inapplicable
IV. 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.
V. Explanation given by the Board of Directors, Supervisory Committee and Independent
Directors (if applicable) regarding the “non-standard auditor’s report” issued by the CPAs
firm for the reporting period
□ Applicable √ Inapplicable
VI. Explain change of the accounting policy, accounting estimate and measurement methods
as compared with the financial reporting of last year
There was no such situation of the Company during the reporting period.
VII. Explain retrospective restatement due to correction of significant accounting errors in
the reporting period
There was no such situation of the Company during the reporting period.
28
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
VIII. Explain change of the consolidation scope as compared with the financial reporting of
last year
The changes of the scope of the consolidated financial report mainly due to the assimilate and
merger of the subsidiaries that led to the reduction of the consolidation scope. For details, see
“Changes in the Consolidation Scope”, Note (VI) to the Consolidated Financial Statements in
“Section X Financial Report”.
IX. 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 of domestic CPAs firm (RMB 0’000) 222
Consecutive years of the audit services provided by domestic CPAs firm 4
Name of the certified public accountants from the domestic CPAs firm Li Weihua, Su Min
Name of overseas CPAs firm (if any) N/A
Remuneration of overseas CPAs firm (RMB 0’000) 0
Consecutive years of the audit services provided by overseas CPAs firm
N/A
(if any)
Name of the certified public accountants from the overseas CPAs firm (if
N/A
any)
2. Reengage the CPAs firm at current period or not?
□ Yes √ No
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 8th Board of Directors for 2015,
the 3rd Session of the 8th Board of Directors and the Annual General Meeting for 2014, it was agreed
to renew the employment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the
Company’s accounting firm for 2015 to audit the annual financial report and internal control. The
fee for auditing the financial report for 2015 and internal control are RMB1.87 million and
RMB0.35 million respectively, totaling RMB2.22 million.
29
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
X. Particulars about trading suspension and termination faced after the disclosure of annual
report
□ Applicable √ Inapplicable
XI. Related events of the bankruptcy organization
There was no such situation of the Company during the reporting period.
XII. Significant lawsuits and arbitrations
There was no such situation of the Company during the reporting period.
XIII. Punishment and rectification
There was no such situation of the Company during the reporting period.
XIV. Honesty condition of the Company and the controlling shareholders and actual
controller
□ Applicable √ Inapplicable
XV. Execution of the equity incentive plan, employee stock ownership plan or other incentive
measures for employees of the Company
There was no such situation of the Company during the reporting period.
XVI. Significant related-party transactions
1. Related-party transactions relevant to routine operation
Unit: RMB Yuan
Settlem
Approv
Type Conten Proport ent
Pricing Transacti ed Whether
of the t of the ion in method
Relate principle of Transac on transac exceed ed Similar Disclos
Relati related related- same of the Disclosure
d the related- tion amount tion the market ure
onship -party party kind of related- index
party party price (RMB10, amount approved price date
transac transact transact party
transaction 000’) (RMB1 amount
tion ion ions transac
0,000’)
tion
See
http://www.c
ninfo.com.cn
Payme 27
CND Share Land Mutual 61,599, 61,599, for the
Lease 6,159.94 80.68% 7,000 No nt by Mar.
Group holder use fee negotiation 405.12 405.12 resolution
month 2015
announcemen
t (No. 2015-
020)
30
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Total -- -- 6,159.94 -- 7,000 -- -- -- -- --
Details about return of large-amount sales Inapplicable
Where the Company classifies and estimates the total amount of routine related-party
transactions for the reporting period, explain the actual implementation during the reporting Inapplicable
period (if any)
Explain why the transaction price is greatly different from the market price (if applicable) Inapplicable
2. Related-party transactions arising from assets or equities acquisition and sale of assets
Type Content Gains and
of the of the Book value of Assessed Settlement losses of
Related Relation related- related- the assets value of the Transfer price method of transactio Disclosure
Disclosure index
party ship party party transfer assets transfer (RMB10,000’) related ns date
transact transacti (RMB10,000’) (RMB10,000’) transactions (RMB10,
ion on 000’)
Equities
See
of
1 Dec http://www.cninfo.com
CND Sharehol Stock China Cash paid at
10,520.20 10,955.76 11,290.00 187.90 2015, 9 .cn for the resolution
Group der equity Develop one time
Dec. 2015 announcement (No.
ment
2015-101, 2015-103)
Finance
Confirmed according to the principle of “the assessed value from the outside assets evaluation
Pricing principle of the related-party
organization + capital cost from the base date of assets evaluation to the actual delivery date +
transaction
amortized intermediary service fee”.
Reason of the large difference between the
transfer price and the book value or the Inapplicable
assessed value (if any)
Has little influence on the financing channels and the financial cost and the Company will formulate
Influences on the operation result and
flexible investment and financing proposal through the platform of the listed companies to guarantee
financial conditions
the usage of the funds as well as to reduce the financing cost.
Performance realization situation during the
reporting period if there was relevant
Inapplicable
transaction involved with the performance
agreement
3. Related-party transactions arising from joint investment in external parties
There was no such situation of the Company during the reporting period.
4. Credits and liabilities with related parties
There was no non-operating credit and liability with related parties of the Company during the
reporting period.
There was no credit and liability with related parties of the Company during the reporting period.
5. Other significant related-party transactions
31
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Unit: RMB Ten Thousand Yuan
Whether
Reason there was
Type of Disclo
Related Rela for non- Opening Closing
credit/li Increase Decrease sure Disclosure index
party tion credit/li operating balance balance
ability date
ability capital
occupation
Credit See
Joint receivab 27 http://www.cninfo.com.cn
Bank
CDF vent le from No 5,052.03 47,412.88 46,900.00 5,564.91 Mar. for the resolution
deposits
ure related 2015 announcement (No. 2015-
party 020)
Deloitte Touche Tohmatsu Huayong 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.
XVII. Particulars about significant contracts and their fulfillment
1. Trusteeship, contracting and leasing
(1) Trusteeship
There was no such situation of the Company during the reporting period.
(2) Contracting
There was no such situation of the Company during the reporting period.
(3) Leasing
There was no such situation of the Company during the reporting period.
2. Significant guarantee
There was no such situation of the Company during the reporting period.
3. Situation of entrust others for cash assets management
(1) Trust management
There was no such situation of the Company during the reporting period.
(2) Entrusted loan
There was no such situation of the Company during the reporting period.
32
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
4. Other significant contracts
There was no such situation of the Company during the reporting period.
XVIII. Other significant events
1. Notes to the suspension and the resumption of the shares trading
Owning to the Company was planning for the significant events, Share A and Share B of the
Company has been suspended since the morning when the listing started since 23 Apr. 2015, and
after which the Company planed for the significant assets reorganization events, Share A and Share
B of the Company has been suspending since the morning when the listing started since 22 May
2015, and had disclosed the Announcement on the Application for the Continue Suspension as the
Expire of the Planning of the Reorganization on 19 Jun. 2015, 17 Jul. 2015 and 21 Aug. 2015.
During the suspension, the Company issues at least 1 progress situation announcement for every 5
trading day according to the relevant regulations.
The significant assets reorganization planed by the Company was originally planed to issue the
shares for the international subordinate enterprises of the China Merchants and to purchase their
port assets, and at the same time planed to issue shares to not more than 10 investors for raising the
supporting funds. Owing to the failure of reaching the consensus after multiple times
communications and negotiations with the minority shareholders of the target assets by the
Company, for protecting the interests of the shareholders of the Company, after deliberation, the
Company ended the event. The Company had disclosed the Announcement on Terminating the
Planning of the Significant Assets Reorganization (Announcement No.: 2015-086) and the
Announcement on Terminating the Planning of the Significant Assets Reorganization and
Convening the Investors’ Explanation Session (Announcement No.: 2015-087) on 16 Oct. 2015.
The Company had convened the investors’ explanation session on the SZSE IR Investors
Interaction Platform between 10:00am-11:30am on 20 Oct. 2015, which executed the exchange and
communication on the relevant events on the terminating of the plan of the significant assets
reorganization with the investors, and Share A and Share B of the Company had relist since the
trading started on 21 Oct. 2015 and as for the details, please refer to the Announcement on the
Convening Situation of the Investors’ Explanation Session on the Terminating of the Plan of the
Significant Assets Reorganization (Announcement No.: 2015-088) and the Indicated
Announcement on the Shares Resumption of the Company (Announcement No.: 2015-089) on 21
Oct. 2015.
2. Index of information disclosure
In the reporting period, the Company disclosed the following significant events on Securities Times,
Ta Kung Pao (HK) and www.cninfo.com.cn:
Announcement Date Content
No.
2015-001 9 Jan. 2015 Announcement on the Business Volume in December 2014
Progress Announcement on the Company’s Absorption of Wholly-Funded Subsidiary
2015-002 17 Jan. 2015
Shenzhen Chiwan Trans-Grains Terminal Limited
Announcement on Resolutions Made at the First Special Meeting of the 8th Board of
2015-003 30 Jan. 2015
Directors for 2015
2015-004 30 Jan. 2015 Notice of Convening the First General Meeting for 2015
33
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2015-005 30 Jan. 2015 Announcement on Supervisor Resignation
Announcement on Completion of Commercial Registration Cancellation of Wholly-
2015-006 30 Jan. 2015
Funded Subsidiary Shenzhen Chiwan Trans-Grains Terminal Limited
2015-007 10 Feb. 2015 Announcement on the Business Volume in January 2015
2015-008 11 Mar. 2015 Announcement on the Business Volume in February 2015
Announcement on Resolutions Made at the Second Special Meeting of the Eighth
2015-009 13 Mar. 2015
Board of Directors for 2015
First Indicative Announcement on Exercise of Issuer Redemption Option on the 2011
2015-010 13 Mar. 2015
Corporate Bonds (Phase I)
2015-011 14 Mar. 2015 Announcement on Director Resignation
2015-012 14 Mar. 2015 Announcement on Name Change of Wholly-Funded Subsidiary
Second Indicative Announcement on Exercise of Issuer Redemption Option on the
2015-013 17 Mar. 2015
2011 Corporate Bonds (Phase I)
2015-014 18 Mar. 2015 Indicative Announcement on Convening the First General Meeting for 2015
Third Indicative Announcement on Exercise of Issuer Redemption Option on the 2011
2015-015 19 Mar. 2015
Corporate Bonds (Phase I)
2015-016 25 Mar. 2015 Announcement on Resolutions Made at the First General Meeting for 2015
Announcement on Resolutions Made at the Third Meeting of the Eighth Board of
2015-017 27 Mar. 2015
Directors
Announcement on Resolutions Made at the Third Meeting of the Eighth Supervisory
2015-018 27 Mar. 2015
Committee
2015-019 27 Mar. 2015 Abstract of 2014 Annual Report
2015-020 27 Mar. 2015 Announcement on Expected Routine Related-Party Transactions for 2015
2015-021 27 Mar. 2015 Announcement on Accounting Policy Changes
Announcement on Purchase of Bank Wealth Management Products with the
2015-022 27 Mar. 2015
Company’s Own Idle Funds
2015-023 7 Apr. 2015 Indicative Announcement on Issue of 2015 Phase I Short-term Financing Bonds
2015-024 10 Apr. 2015 Announcement on the Business Volume in March 2015
2015-025 14 Apr. 2015 Announcement on Issue Results of 2015 Phase I Short-term Financing Bonds
2015-026 23 Apr. 2015 Announcement on Share Trading Suspension due to Significant Event
2015-027 24 Apr. 2015 Announcement on Follow-up Rating Result of Corporate Bond “13 Chiwan 01”
Announcement on Resolutions Made at the Third Special Meeting of the 8th Board of
2015-028 25 Apr. 2015
Directors for 2015
2015-029 25 Apr. 2015 Abstract of Report on First Quarter of 2015
2015-030 25 Apr. 2015 Notice of Convening the 2014 Annual General Meeting
2015-031 25 Apr. 2015 Announcement on Redemption Result and Delisting of 2011 Corporate Bonds (Phase I)
2015-032 30 Apr. 2015 Progress Announcement on Share Trading Suspension due to Significant Event
2015-033 8 May 2015 Progress Announcement on Share Trading Suspension due to Significant Event
2015-034 15 May 2015 Progress Announcement on Share Trading Suspension due to Significant Event
2015-035 19 May 2015 Announcement on Resignation of Independent Director and Company Secretary
2015-036 22 May 2015 Indicative Notice of Convening the 2014 Annual General Meeting
2015-037 22 May 2015 Announcement on Share Trading Suspension due to Material Asset Reorganization
2015-038 23 May 2015 Announcement on the Business Volume in April 2015
Progress Announcement on Share Trading Suspension due to Material Asset
2015-039 29 May 2015
Reorganization
2015-040 30 May 2015 Announcement on Resolutions Made at the 2014 Annual General Meeting
Announcement on Resolutions Made at the Fourth Special Meeting of the 8th Board of
2015-041 30 May 2015
Directors for 2015
Announcement on Resolutions Made at the Second Special Meeting of the 8th
2015-042 30 May 2015
Supervisory Committee for 2015
2015-043 5 Jun. 2015 Announcement on Super-short-term Financing Bonds Approved for Registration
Progress Announcement on Share Trading Suspension due to Material Asset
2015-044 5 Jun. 2015
Reorganization
2015-045 12 Jun. 2015 Announcement on the Business Volume in May 2015
2015-046 12 Jun. 2015 Progress Announcement on Share Trading Suspension due to Material Asset
34
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Reorganization
2015-047 15 Jun. 2015 Indicative Announcement on Issue of 2015 Phase I Super-short-term Financing Bonds
Announcement on Application for Continuous Share Trading Suspension upon
2015-048 19 Jun. 2015
Expiration of Share Trading Suspension due to Reorganization in Planning
2015-049 19 Jun. 2015 Announcement on Issue Results of 2015 Phase I Super-short-term Financing Bonds
Progress Announcement on Share Trading Suspension due to Material Asset
2015-050 26 Jun. 2015
Reorganization
2015-051 1 Jul. 2015 Announcement on the Due Payment of 2014 Phase I Short-term Financing Bonds
Progress Announcement on Share Trading Suspension due to Material Asset
2015-052 3 Jul. 2015
Reorganization
Progress Announcement on Share Trading Suspension due to Material Asset
2015-053 10 Jul. 2015
Reorganization
2015-054 10 Jul. 2015 Announcement on the Business Volume in June 2015
2015-055 13 Jul. 2015 Indicative Announcement on Issue of 2015 Phase II Super-short-term Financing Bonds
2015-056 14 Jul. 2015 Announcement on the Execution of the 2014 Dividend Payout
Announcement on Application for Continuous Share Trading Suspension upon
2015-057 17 Jul. 2015
Expiration of Share Trading Suspension due to Reorganization in Planning
2015-058 17 Jul. 2015 Announcement on Issue Results of 2015 Phase II Super-short-term Financing Bonds
Progress Announcement on Share Trading Suspension due to Material Asset
2015-059 24 Jul. 2015
Reorganization
Progress Announcement on Share Trading Suspension due to Material Asset
2015-060 31 Jul. 2015
Reorganization
Progress Announcement on Share Trading Suspension due to Material Asset
2015-061 7 Aug. 2015
Reorganization
Announcement on Resolutions Made at the Fifth Special Meeting of the Eighth Board
2015-062 8 Aug. 2015
of Directors for 2015
2015-063 8 Aug. 2015 Declaration of the Nominators of the Independent Directors
2015-064 8 Aug. 2015 Declaration of the Candidates of the Independent Directors
Indicative Announcement on Transferring 20% Equities of China Development Finance
2015-065 8 Aug. 2015
Co., Ltd.
2015-066 8 Aug. 2015 Notice of Convening the Second General Meeting for 2015
2015-067 8 Aug. 2015 Announcement on the Business Volume in July 2015
Progress Announcement on Share Trading Suspension due to Material Asset
2015-068 14 Aug. 2015
Reorganization
2015-069 18 Aug. 2015 Indicative Announcement on Convening the Second General Meeting for 2015
Announcement on Application for Continuous Share Trading Suspension upon
2015-070 21 Aug. 2015
Expiration of Share Trading Suspension due to Reorganization in Planning
2015-071 26 Aug. 2015 Announcement on Resolutions Made at the Second General Meeting for 2015
Announcement on Resolutions Made at the Fourth Meeting of the Eighth Board of
2015-072 27 Aug. 2015
Directors
2015-073 27 Aug. 2015 Abstract of 2015 Semi-annual Report
Progress Announcement on Share Trading Suspension due to Material Asset
2015-074 28 Aug. 2015
Reorganization
2015-075 8 Sep. 2015 Indicative Announcement on Issue of 2015 Phase III Super-short-term Financing Bonds
Progress Announcement on Share Trading Suspension due to Material Asset
2015-076 8 Sep. 2015
Reorganization
2015-077 10 Sep. 2015 Announcement on the Business Volume in August 2015
2015-078 11 Sep. 2015 Announcement on Issue Results of 2015 Phase III Super-short-term Financing Bonds
Progress Announcement on Share Trading Suspension due to Material Asset
2015-079 15 Sep. 2015
Reorganization
2015-080 18 Sep. 2015 Announcement on the Due Payment of 2015 Phase I Super-short-term Financing Bonds
Progress Announcement on Share Trading Suspension due to Material Asset
2015-081 22 Sep. 2015
Reorganization
Progress Announcement on Share Trading Suspension due to Material Asset
2015-082 29 Sep. 2015
Reorganization
35
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Announcement on the 2015 Payment of Interests for the 2013 Company Bonds (Phase
2015-083 12 Oct. 2015
I)
Progress Announcement on Share Trading Suspension due to Material Asset
2015-084 13 Oct. 2015
Reorganization
2015-085 13 Oct. 2015 Announcement on the Business Volume in September 2015
2015-086 16 Oct. 2015 Announcement on Terminating the Planning of the Material Asset Reorganization
Announcement on Convening the Investors Seminar about the Termination of the
2015-087 16 Oct. 2015
Planning of the Material Asset Reorganization
Announcement on the Situation of the Investors Seminar about the Termination of the
2015-088 21 Oct. 2015
Planning of the Material Asset Reorganization
2015-089 21 Oct. 2015 Indicative Announcement on the Resumption of the Stocks of the Company
2015-090 24 Oct. 2015 Announcement on Director and Supervisor Resignation
Announcement on Resolutions Made at the Sixth Special Meeting of the Eighth Board
2015-091 30 Oct. 2015
of Directors for 2015
Announcement on Resolutions Made at the Third Special Meeting of the Eighth Board
2015-092 30 Oct. 2015
of Supervisors for 2015
2015-093 30 Oct. 2015 Text of the 2015 Third-quarter Report
2015-094 30 Oct. 2015 Notice of Convening the Third General Meeting for 2015
2015-095 11 Nov. 2015 Indicative Announcement on Convening the Third General Meeting for 2015
2015-096 12 Nov. 2015 Announcement on the Business Volume in October 2015
2015-097 18 Nov. 2015 Announcement on Resolutions Made at the Third General Meeting for 2015
Announcement on Resolutions Made at the Seventh Special Meeting of the Eighth
2015-098 18 Nov. 2015
Board of Directors for 2015
Announcement on Resolutions Made at the Fourth Special Meeting of the Eighth Board
2015-099 18 Nov. 2015
of Supervisors for 2015
Announcement on Resolutions Made at the Eighth Special Meeting of the Eighth Board
2015-100 1 Dec. 2015
of Directors for 2015
Announcement on the Related Transactions of Transferring 20% Equities of China
2015-101 1 Dec. 2015
Development Finance Co., Ltd. to the CND Group
2015-102 9 Dec. 2015 Announcement on the Business Volume in November 2015
Announcement on the Completion of the Related Transactions of Transferring 20%
2015-103 9 Dec. 2015
Equities of China Development Finance Co., Ltd. to the CND Group
2015-104 21 Dec. 2015 Announcement on the Due Payment of 2015 Phase II Short-term Financing Bonds
2015-105 31 Dec. 2015 Announcement on Director Resignation
XIX. Significant events of the subsidiaries of the Company
□ Applicable √ Inapplicable
XX. Condition of social responsibility
The Company has been always paying attention on executing the social responsibility that made
great efforts to build the green port of “resources-saving” as well as “environmentally friendly” type,
so as to realize the healthy and harmonious development between the enterprise and the employees,
enterprise and the society, enterprise and the environment. The Company maintained the legitimate
interests of the employees according to laws, cared for the employees and with whom, vigorously
built the harmonious labor-capital relationship; paid attention on the training and the development
of the employees, gradually improved the training system by several professional training within
2015, which aimed for comprehensively enhancing the competence of them; and built the rewards
and punishments and career development channel which was objective and fair, normative and
transparent as well as performance-oriented.
36
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Highly paid attention on the production safety and profession healthy, the Company consolidated
the safety standardized results, intensified the system of responsibility in safe production and
strictly controlled the harmful factors to the health; strictly abide to the safety inspection and hidden
risks governance as well as held several times of emergency drills and specific rectification that the
safety awareness of the whole staffs improved obviously with no significant safety production
liability accident of the Company during 2015.
The Company pursued for promoting the resources saving and environmental protection by the
technology innovation and reducing the energy consumption as well as the pollutant emission
through a serious of measures such as promoting the water-water transfer consolidation and
distribution of the containers, the LNG vehicles renewal, the usage of double towing bracket trailer
as well as the R&D and manufacture the bulk grain dust suppression hopper. In Jan., 2015, the
controlling subsidiary Chiwan Container Terminal Co., Ltd. was identified as “National High and
New Technology Enterprise” by the Ministry of Science and Technology.
Does the listed company or its subsidiaries belong to the heavily polluting industries stipulated by
the environmental protection authorities of the country?
□ Yes √ No □ Inapplicable
Whether released the social responsibility report?
□ Yes √ No
XXI. List of the Company bonds
There was the public issued Company bond that listed on the securities exchange which neither to
expire on the approval quote date of the annual report nor to pay in full amount when expired.
1. Basic information of the Company bonds
Bonds balance Ways of debt
Name Abbr. Code Issue date Due date Interest rate
(RMB10,000’) service
To pay the
interests once a
2013
year and to pay
Company
for the principal
bonds of
at one time when
Shenzhen
expire and the
Chiwan 13 Chiwan 01 112192 18 Oct. 2013 18 Oct. 2018 50,000 5.60%
interests of the
Wharf
last period
Holdings
should be paid
Limited
along with the
(Phase I)
payment of the
principal.
Exchange place for the listing or transfer of the Company bonds SZSE
Situation of the interests payment of the Company bonds during The Company had paid for the bonds interests in
the reporting period cash on the interest date.
Execution of the relevant regulations if the Company bonds were
affiliated with the special regulations such as the options of the
Inapplicable
issuers or the investors as well as exchangeable regulations (if
applicable)
37
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. List of the bonds trustees and the credit rating organization
Bonds trustees:
F38-45,
Building A,
Jiangsu
China Xiao Diheng,
Building, Yitian
Merchants Office Contact Zhan Contact 0755-8294
Name Rd., Futian
Securities Co. address person Haiming, number 3666
District,
Ltd. Xiao Zhe
Shenzhen,
Guangdong
Province
Credit rating organization tracked and rated the Company bonds during the reporting period
Office F8, Anji Building, No. 760, Xizang South
Name China Chengxin Securities rating Co. Ltd.
address Rd., Huangpu District, Shanghai
The reasons, execution process and the influences on the investors
interests if there were changes on the bonds trustees, credit rating
Inapplicable
organization engaged by the Company during the reporting period
(if applicable)
3. List of the usage of the raise funds of the Company bonds
The Company raised the capital for the bonds of RMB0.5 billion, of which
Usage and execution process of the RMB0.281 billion were used for repaying the HKD bank loans for the
bonds raise funds of the Company Company and the wholly owned subsidiary – Shenzhen Chiwan Wharf
Container Co., Ltd. with the rest for supplementing the circulating fund.
Closing balance (RMB10,000’) 0
Operation of the special account of the
The raise funds had used up and the special account had written off
raise funds
The usage of the raise funds whether
met with the committed usage, usage
Yes
plans and other agreements on the
specification
4. List of the rating of the Company bonds information
On 24 Apr. 2015, CCXCREDIT had executed the tracking rating on the credit condition of “13
Chiwan 01” of the issued Company bonds and issued the Tracking Rating Report of the 2013
Company Bonds (Phase 1) of Shenzhen Chiwan Wharf Holdings Limited (2015) (No.:
ZPWHZ[2015]Tracking No. 015), which maintained the credit rating of “13 Chiwan 01” of the
Company bonds of AA+ as well as the credit rating of the main body of the Company of AA+ with
the stable rating outlook.
5. Credit supplement mechanism, repayment plans and other repayment guarantee measures
of the Company bonds
N/A
6. List of the holder conference of the bonds during the reporting period
In Y2015, the Company had not involved in any event needed to convene the Bondholders’
Meeting and had not convened any of that meeting.
38
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
7. List of the duties performance of the bonds trustees during the reporting period
The bonds trustees had disclosed the Report of the Bonds Trustee Transactions of 13 Chiwan 01
Company Bonds (Y2014) on the www.cninfo.com.cn according to the regulations on 26 Jun. 2015,
and the issuers had issued the annual report of the bonds trustee transactions of the reporting period
within 1 month after the annual report and external disclosed which on the appointed websites by
the CSRC.
8. Major accounting data and financial index of the recent 2 years of the Company up to the
period-end*
Unit: RMB Ten Thousand Yuan
Change rate of Notes of the reason of changes
Item 2015 2014 the same
period
EBITDA 103,260.84 99,438.93 3.84% -
Mainly due to the completion of the major
project of the Machong Port due to the
Net Cash Flows from Investing Activities 29.43 -6,313.04 100.47%
fixed assets and the investment of the
construction in progress decreased.
Net Cash Flows from Financing Activities -77,248.27 -100,278.06 22.97% -
Main reasons are 1) inflow of the cash of
disposing the equities of China
Closing Balance of Cash and Cash
68,313.81 46,863.55 45.77% Development Finance at the year-end 2)
Equivalents
increase of the net inflow of the operating
cash at the year-end
Current ratio 84.86% 77.92% 6.94% -
Asset-liability ratio 24.36% 29.70% -5.34% -
Quick ratio 83.27% 75.95% 7.32% -
Total debt ratio of EBITDA 90.63% 71.28% 19.35% -
Mainly due to the decrease of the average
balance of the interest-bearing debt led to
Times interest earned 12.33 8.4 46.79% the decrease of the interest expenditure
and the increase of the earnings before
interest and tax.
Times interest earned of cash 10.81 31.17% -
14.18
Mainly due to the decrease of the average
balance of the interest-bearing debt led to
Times interest earned of EBITDA 16.08 11.08 45.13% the decrease of the interest expenditure
and the increase of the earnings before
interest and tax.
Loan repayment rate 100% 100% -
Interest coverage 100% 100% -
* (1) Total debt ratio of EBITDA = EBITDA / total debts = short-term loans + other current liabilities + bonds payable.
(2) Times interest earned = EBIT / (interest expenditure included in the financial expenses + capitalized interest expenditure).
(3) Times interest earned of cash = (net amount of the cash flow from operating activities + cash interest expenditure + cash
payment of the income tax) /cash interest expenditure.
(4) Times interest earned of EBITDA = EBITDA / (interest expenditure included in the financial expenses + capitalized interest
expenditure).
(5) Loan repayment rate = actual loan repayment / amount of the loans payable.
(6) Interest coverage = actual interest payments / interest payable.
39
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
9. List of the restricted assets right up to the report-end
Inapplicable
10. List of the interest payment of other bonds and bonds financing instruments during the
reporting period
The 2011 Company bonds (phase I) of the Company (called “11 Chiwan 01” for short) issued
according to the face value on 26 Apr. 2012 with the amount of RMB0.5 billion, the bond period of
5 years and the nominal interest rate of 5.28%, which had paid the interest payment on time every
year and repaid the capital. According to the agreement on the Specification of the Raising of the
Public Offering of the 2011 Company Bonds of Shenzhen Chiwan Wharf Holdings Limited (Phase
1), the Company could decide whether execute the redemption options of the issuer on the 30th
exchange date before the 3rd interest accrual annual interest date (if face with the legal holidays or
rest days, should delay which to the subsequent 1st work day) of the Company bonds. If decided to
the execute the redemption options,the whole current bonds would be regarded as expired in the
3rd year, and the issuer should redeem the whole Company bonds with the face value plus the
interests of the last period. 27 Apr. 2015 was the 3rd interest accrual annual interest date of the
current Company bonds, and the 2nd Extraordinary General Meeting of the 8th Board of Directors
held on 12 Mar. 2015 reviewed and approved the Proposal on the Redemption of the 2011
Company Bonds (Phase 1) and decided to executed the issuer redemption options of 2011 Company
bonds (phase 1) to completely redeemed the Company bonds of “11 Chiwan 01” registered on the
redemption registration date. The Company redeem the current Company bonds at one time by
adding the face value to the current interests on 27 Apr. 2015. For the details of the above specific
contents, please refer to the relevant announcements disclosed on www.cninfo.com.cn on 13 Mar.,
17 Mar., 19 Mar., 25 Apr., and 26 Jun. 2015.
The 2014 Phase I short-term financing bonds of the Company had public issued on the bonds
market among the national banks on 26 Jun. 2014, with the amount of RMB0.4 billion and the term
of 365 days and the interest rate of 5.0%, which to repay the capital and the interests at one time
when expire and had expired on 27 Jun. 2015 with the principal and interests cashed on time.
The 2015 Phase I short-term financing bonds of the Company had public issued on the bonds
market among the national banks on 10 Apr. 2015, with the amount of RMB0.3 billion and the term
of 366 days and the interest rate of 4.9%, which to repay the capital and the interests at one time
when expire and will expire on 13 Apr. 2016.
The 2015 Phase I super-short-term financing bonds of the Company had public issued on the bonds
market among the national banks on 16 Jun. 2015, with the amount of RMB0.2 billion and the term
of 90 days and the interest rate of 3.98% which to repay the capital and the interests at one time
when expire and had expired on 16 Sep. 2015 with the principal and interests cashed on time.
The 2015 Phase II super-short-term financing bonds of the Company had public issued on the bonds
market among the national banks on 14 Jul. 2015, with the amount of RMB0.1 billion and the term
of 154 days and the interest rate of 3.55% which to repay the capital and the interests at one time
when expire and had expired on 17 Dec. 2015 with the principal and interests cashed on time.
The 2015 Phase III super-short-term financing bonds of the Company had public issued on the
bonds market among the national banks on 8 Sep. 2015, with the amount of RMB0.2 billion and the
term of 268 days and the interest rate of 3.44% which to repay the capital and the interests at one
time when expire and will expire on 4 Jun. 2016.
40
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
11. List of the acquired bank credit lines, usage and the repayment of the bank loans
The amount of the newly acquired bank credit lines during the reporting period was of RMB767.56
million, the total amount of the accumulative bank credit lines up to the year-end of 2015 was of
1187.56 million and the borrowings within the quota of 2015 was of HKD169.02 million
(amounted to RMB141.61 million) with the due date of 20 May 2016.
The Company was with sound reputation and without any situation of loan extension and remission.
12. List of the execution of the agreements or the commitments related to the Company bonds
raising specification during the reporting period
N/A
13. Significant events occurred during the reporting period
For the details, please refer to the notes to the No. XVIII, other significant events of Section V.
14. Whether there was guarantor of the Company bonds
□ Yes √ No
41
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section VI. Share Changes & Particulars about Shareholders
I. Changes in shares
1. Changes in shares
Unit: share
Before Increase (+)/ decrease (-) After
Issue of
Percentage Bonus Reserves Percentage
Number additional Other Sub-total Number
(%) issue to stocks (%)
shares
I. Restricted shares 367,401 0.06% 63,693 63,693 431,094 0.07%
1. Shares held by state 0 0 0 0 0 0
2. Shares held by state-
0 0 0 0 0 0
owned corporations
3. Shares held by other 367,401 0.06% 63,693 63,693 431,094 0.07%
domestic investors
Including: Shares
held by domestic 0 0 0 0 0 0
corporations
Shares held by
367,401 0.06% 63,693 63,693 431,094 0.07%
domestic individuals
4. Shares held by foreign
0 0 0 0 0 0
investors
Including: Shares
held by foreign 0 0 0 0 0 0
corporations
Shares held by
0 0 0 0 0 0
foreign individuals
II. Non-restricted shares 644,396,329 99.94% -63,693 -63,693 644,332,636 99.93%
1. Renminbi common
464,867,324 72.10% -325 -325 464,866,999 72.10%
shares
2. Domestically listed 179,529,005 27.84% -63,368 -63,368 179,465,637 27.83%
foreign shares
3. Overseas listed foreign 0 0 0 0 0 0
shares
4. Other 0 0 0 0 0 0
III. Total shares 644,763,730 100% 644,763,730 100%
Reasons for share changes
The share changes above resulted from changes in the directors.
Particulars about the approval of the change in share capital
□ Applicable √ Inapplicable
The transfer of change in share capital
□ Applicable √ Inapplicable
42
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Change in share capital’s impacts on basic EPS and diluted EPS in recent year and recent issue, and
net assets per share attributed to equity shareholder and financial index etc.
□ Applicable √ Inapplicable
Other contents was necessary to the company or the securities regulators required to be disclosed
□ Applicable √ Inapplicable
2. Changes in restricted shares
Unit: share
Number of Number of Number of Number of
Name of restricted relieved increased restricted Reason of Date of restriction
shareholders shares at the restricted restricted shares at the restriction relief
period-begin shares shares period-end
Zhang Jianguo 55,712 0 0 55,712 -
Yuan Yuhui 0 0 10,530 10,530 -
Ni Keqin 21,909 0 0 21,909 -
According to
Zhao Qiang 11,328 0 0 11,328 the Articles of -
Association and
Nie Qi 64,057 0 0 64,057 -
the relevant
Zhao Zhaoxiong 48,716 0 0 48,716 laws and -
regulations
Wang Yongli 3,739 0 0 3,739 -
Zhang Fang 2,451 0 0 2,451 -
Zheng Shaoping 159,489 0 53,163 212,652 30 Jun. 2016
Total 367,401 0 63,693 431,094 -- --
II. Issuance and listing of securities
1. List of the issue of the securities (excluding the preferred shares) during the reporting
period
□ Applicable √ Inapplicable
2. List of the total shares and the changes of the shareholders structure as well as the changes
of the assets and liabilities structure of the Company
□ Applicable √ Inapplicable
3. List of the existing internal employee stocks
□ Applicable √ Inapplicable
43
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Ⅲ. Shareholders and actual controller
1. Total number of shareholders and their shareholdings
Unit: share
Total number of
Total number of
36,676, Total number of preference
37,528, common
Total number including preference shareholders with
including 28,103 shareholders at
of common 27,174 A- shareholders with resumed voting
A-shareholders pervious month- 0 0
shareholders at shareholders and resumed voting rights at pervious
and 9,425 B- end of this
period-end 9,502 B- rights at period-end month-end of this
shareholders Report’s
shareholders (if any) Report’s
disclosure
disclosure (if any)
Shareholdings of shareholders with a stake over 5%
Number
+/- in of Number of
Name of Nature of Shareholding Total shares held
reporting restricted non-restricted Pledged or frozen shares
shareholder shareholder percentage at period-end
period shares shares held
held
CHINA NANSHAN
DEVELOPMENT 32.52% 209,687,067 0 0 209,687,067 0
(GROUP) INC.
SHENZHEN
MALAI STORAGE 25.00% 161,190,933 0 0 161,190,933 0
CO., LTD.
KEEN FIELD
ENTERPRISES Foreign-funded 8.58% 55,314,208 0 0 55,314,208 Unknown
LIMITED
CMBLSA RE FTIF
TEMPLETON
Foreign-funded 7.43% 47,914,954 0 0 47,914,954 Unknown
ASIAN GRW FD
GTI 5496
CMBNA/STICHTI
NG PENS FND Foreign-funded 0.54% 3,463,503 0 0 3,463,503 Unknown
ABP
GIC PRIVATE
Foreign-funded 0.52% 3,360,777 0 0 3,360,777 Unknown
LIMITED
TEMPLETON
ASIAN GROWTH Foreign-funded 0.41% 2,657,852 0 0 2,657,852 Unknown
FUND
BBH A/C
VANGUARD
EMERGING Foreign-funded 0.41% 2,617,518 21600 0 2,617,518 Unknown
MARKETS STOCK
INDEX FUND
KUMPULAN
WANG
PERSARAAN Foreign-funded 0.37% 2,368,067 0 0 2,368,067 Unknown
(DIPERBADANKA
N)
TEMPLETON
EMERGING MKTS Foreign-funded 0.33% 2,126,967 0 0 2,126,967 Unknown
FUND INC
Shareholdings of top 10 non-restricted share holders
Number of non-restricted Type of shares
Name of shareholder
shares held at period-end Type Number
CHINA NANSHAN DEVELOPMENT (GROUP) INC. 209,687,067 A share 209,687,067
SHENZHEN MALAI STORAGE CO., LTD. 161,190,933 A share 161,190,933
44
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
KEEN FIELD ENTERPRISES LIMITED 55,314,208 B share 55,314,208
CMBLSA RE FTIF TEMPLETON ASIAN GRW FD
47,914,954 B share 47,914,954
GTI 5496
CMBNA/STICHTING PENS FND ABP 3,463,503 B share 3,463,503
GIC PRIVATE LIMITED 3,360,777 B share 3,360,777
TEMPLETON ASIAN GROWTH FUND 2,657,852 B share 2,657,852
BBH A/C VANGUARD EMERGING MARKETS
2,617,518 B share 2,617,518
STOCK INDEX FUND
KUMPULAN WANG PERSARAAN
2,368,067 B share 2,368,067
(DIPERBADANKAN)
TEMPLETON EMERGING MKTS FUND INC 2,126,967 B share 2,126,967
China Merchants Holdings (International) Company Limited is a
shareholder of China Nanshan Development (Group) Inc., Shenzhen Malai
Storage Co., Ltd. is a wholly-funded subsidiary of China Merchants
Related or acting-in-concert parties among top 10 Holdings (International) Company Limited, and Keen Field Enterprises
shareholders Limited is also a wholly-funded subsidiary of China Merchants Holdings
(International) Company Limited. Other than that, the Company does not
know whether the other non-restricted shareholders are related parties or
not.
Top 10 common shareholders conducting securities
Inapplicable
margin trading (if any)
Neither the top 10 common shareholders nor the top 10 shareholders holding shares not subject to
trading moratorium of the Company had conducted the transaction of repurchase under the
agreement during the reporting period.
2. Particulars about the controlling shareholder
Nature of the controlling shareholders: central state-owned shareholding
Type of the controlling shareholders: corporation
Legal representative
Name of controlling shareholder Date of establishment Organization code Business scope
/ company principal
Port services, bonded
logistic and cold chain
China Merchants Holdings
Li Xiaopeng 28 May 1991 14602056-000-05-15-6 services, property
(International) Co., Ltd.
development and
investment
Equities held by the controlling
shareholder in other listed CMHI, the controlling shareholder of the Company, held 24.05% shares of Shanghai International Port
companies at home or overseas (Group) Co., Ltd., 23.08% shares of China International Marine Containers (Group) Co., Ltd. and
by holding or shareholding 4.55% shares of Ningbo Port Co., Ltd., 3.21% shares of Qingdao Port International Co., Ltd.
during the reporting period
There was no change of the controlling shareholders of the Company during the reporting period.
3. Particulars about the actual controller
Nature of the actual controller: central state-owned assets management institutions
Type of the actual controller: corporation
45
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Legal
Name of the actual representative / Date of Organization
Registered capital
controller company establishment code
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, repairing, checking and marketing of
shipping, offshore petroleum drilling equipment; repairing
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;
procurement, supply and sale of water/land communication
China Merchants Group Li Jianhong 14 Oct. 1986 10000522-0
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.
Equities of the other
China Merchants Group, the actual controller of the Company, held 76.13% shares of China Merchants
listed companies at
Shekou Industrial Zone Holdings Co., Ltd.; held 75.88% shares of China Merchants Holdings Limited; held
home or overseas
74.35% shares of China Merchants Land Limited; held 50.86% shares of China Merchants Securities Co. Ltd.;
controlled by the actual
held 47.38% shares of China Merchants Energy Shipping Co., Ltd.; held 30.06% shares of China Merchants
controller during the
Bank Co., Ltd..
reporting period
There was no change of the actual controller of the Company during the reporting period.
The ownership and controlling relationship between the actual controller of the Company and the
Company is detailed as follows:
State-Owned Assets Supervision and Administration Commission of the State Council
100%
China Merchants Group
54.95%
China Merchants Holdings
Entrusted to (International) Company Limited
manage
32.52%
shares held 100% 100% 37.02%
by CND
Group
Malai Storage Keen Field Enterprises CND Group
25% 8.58% 32.52%
14.58% Public Share A
Shenzhen Chiwan Wharf Holdings Limited
19.32% Public Share B
46
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
The actual controller controls the Company via trust or other ways of asset management
□ Applicable √ Inapplicable
4. Particulars about other corporate shareholders’ share holding over 10% of shares
√ Applicable □ Inapplicable
Legal representative / Date of Registered Business scope or
Name of corporate shareholder
company principal establishment capital management activities
Land development, port
transportation, related
China Nanshan Development RMB900
Yu Liming 28 Sept. 1982 manufacture, commerce, real
(Group) Inc. million
estate, tourism, bonded yards
and warehouses, etc.
Logistics information
consulting for goods, related
Shenzhen Malai Storage Co.,
Wang Zhixian 14 Sept. 2006 HKD30 million technical service,
Ltd.
warehousing projects (in
preparation)
5. List of the restricted underweight of the shares of the controlling shareholders, actual
controller, restructuring parties and the other committed entities
□ Applicable √ Inapplicable
47
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section VII. Preference Shares
□ Applicable √ Inapplicable
No preference shares during reporting period
48
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section VIII. Directors, Supervisors, Senior Management Staff & Employees
I. Changes in shareholding of directors, supervisors and senior management staff
Shares
Increased Decreased Other Shares held
held at the
Current/ Starting and ending shares of shares of increase/ at the
Name Office title Sex Age period-
former dates of office term the period the period decrease period-end
begin
(share) (share) (share) (share)
(share)
Chairman of
Shi Wei Current Female 52 Jan. 2016 – May 2017 0 0 0 0
the Board
Lv Shengzhou Director Current Male 51 Jan. 2016 – May 2017 0 0 0 0
Li Yubin Director Current Male 44 May 2014 – May 2017 0 0 0 0
Pan Ke Director Current Male 38 Nov. 2015 – May 2017 0 0 0 0
Qu Jiandong Director Current Male 51 Jan. 2016 – May 2017 112,544 0 0 112,544
Zhang Jianguo Director Current Male 51 May 2014 – May 2017 74,282 0 0 74,282
Independent
Yuan Yuhui Current Male 65 Aug. 2015 – May 2017 14,040 0 0 14,040
Director
Independent
Su Qiyun Current Male 52 May 2014 – May 2017 0 0 0 0
Director
Independent
Li Changqing Current Male 47 May 2014 – May 2017 0 0 0 0
Director
Supervisory
Yu Shixin Board Current Male 53 Nov. 2015 – May 2017 0 0 0 0
Chairman
Wen Ling Supervisor Current Female 51 May 2014 – May 2017 0 0 0 0
Zhao Jianli Supervisor Current Female 52 May 2014 – May 2017 0 0 0 0
Ni Keqin Supervisor Current Female 51 May 2014 – May 2017 29,211 0 0 29,211
Zheng Linwei Supervisor Current Male 45 May 2014 – May 2017 0 0 0 0
General
Zhao Qiang Current Male 54 May 2014 – May 2017 15,103 0 0 15,103
Manager
Vice General
Nie Qi Current Male 53 May 2014 – May 2017 85,409 0 0 85,409
Manager
Zhao Vice General
Current Male 50 May 2014 – May 2017 64,954 0 0 64,954
Zhaoxiong Manager
Vice General
Manager and
Wang Yongli Current Male 48 May 2014 – May 2017 4,985 0 0 4,985
Board
Secretary
Zhang Fang CFO Current Male 51 May 2014 – May 2017 3,267 0 0 3,267
Zheng Chairman of
Former Male 53 May 2014 – Dec. 2015 212,652 0 0 212,652
Shaoping the Board
49
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Vice
Wang Zhixian Chairman of Former Male 51 May 2014 – Dec. 2015 0 0 0 0
the Board
Yu Shixin Director Former Male 53 May 2014 – Oct. 2015 0 0 0 0
Zhang Director,
Former Male 47 May 2014 – Oct. 2015 0 0 0 0
Rizhong Supervisor
Ma Yong Director Former Male 50 May 2015 – Dec. 2015 0 0 0 0
Deng
Director Former Male 48 May 2014 – Mar. 2015 0 0 0 0
Weidong
Independent
Yin Kesheng Former Male 51 May 2014 – May 2015 0 0 0 0
Director
Board
Bu Dan Former Female 38 May 2014 – May 2015 0 0 0 0
Secretary
Total -- -- -- -- -- 616,447 0 0 616,447
II. Changes in directors, supervisors and senior management staff
Name Position Type Date Reason
Zheng Shaoping Chairman of the Board Former 30 Dec. 2015 Change of job
Wang Zhixian Vice Chairman of the Board Former 30 Dec. 2015 Change of job
Yu Shixin Director Former 23 Oct. 2015 Change of job
Zhang Rizhong Director, Supervisor Former 23 Oct. 2015 Change of job
Ma Yong Director Former 30 Dec. 2015 Change of job
Deng Weidong Director Former 13 Mar. 2015 Change of job
Yin Kesheng Independent Director Former 19 May 2015 Change of job
Bu Dan Board Secretary Dismissed 19 May 2015 Change of job
III. Particulars about important personnel
The professional background, major working experience and the current main duty of the Company
of the current Directors, Supervisors and Senior Executives
Board Chairman Ms. Shi Wei graduated from Anhui University with a master’s degree of
International Economics, and obtained a Master Degree of Executive Master of Business
Management of Cheung Kong Graduate School of Business, and now acts as the Deputy General
Manager of CMHI. Ms. Shi has over 20 years' experience in the field of Maritime and Port and
Transportation Management and she successively held the post of Head of Legal Section of
Transport Management Bureau of Shenzhen Municipality, Vice Commissioner of Shenzhen
Highway Management Bureau, the Commissioner of Western Transportation of Transport
Commission of Shenzhen Municipality, Deputy inspector of Transport Commission of Shenzhen
Municipality. She has been acting as the Chairman of the Company since Jan. 2016 up to now.
50
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Director Mr. Lv Shengzhou graduated from Zhongnan University of Economics and Law with a
Master Degree of National Economics, and now acts as the Chief Financial Controller of CMHI. Mr.
Lv has over 20 years' experience in Finance management and he successively held the post of Head
of Finance Department of China Merchants Shekou Industrial Zone Holdings Co., Ltd., Assistant t
o General Manager and Officer of Finance Department of China Merchants Group Ltd., Chief Finan
cial Officer of Hong Kong Ming Wah Shipping Co., Ltd., Deputy General Manager of Finance Dep
artment of China Merchants Group Ltd. He has been acting as the Director of the Company since Ja
n. 2016 up to now.
Director Mr. Li Yubin graduated from Tianjin University with a bachelor’s degree in port & sea-
route engineering and a master degree in engineering management, and graduated in 2007 from the
University of Hong Kong with a Doctorate 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 Department and the Planning
& Business Department of CMHI and a Deputy GM of China Merchants Bonded Logistics Co., Ltd.
He is now the Deputy Chief Economist, the GM of the Strategy and Operations Management
Department of the Planning & Business Department of CMHI and the GM of China Merchants
Bonded Logistics Co., Ltd. And he has been a Director of the Company since Jan. 2013.
Director Mr. Pan Ke received a bachelor’s degree in management information system from
Dongbei University of Finance and Economics and a master’s degree of logistics engineering from
Dalian Maritime University and now acts as the GM of the Purser Department and GM of the
Administration Division of the western port of CMHI. And he had successively acted as the Deputy
GM of the Operation Department of Shenzhen Chiwan Port Container Co., Ltd., Deputy GM of the
Container Department of the harbor service headquarters of Shenzhen Chiwan Wharf Holdings
Limited, Logistics GM, General Manager Assistant and Deputy General Manager of Chiwan
Container Terminal Co., Ltd., and as the Deputy GM of Shenzhen Chiwan Wharf Holdings Limited
from Oct. 2012 to Mar. 2014. And he has been a Director of the Company since Nov. 2015.
Director Mr. Qu Jiandong graduated from the shipping and logistics from the Hong Kong
Polytechnic University and receive the master’s degree and now acts as the GM of Chiwan
Container Terminal Co., Ltd. Joining in the Company in 1997, he had successively acted as the
Deputy GM, Deputy General Manager and GM of Shenzhen Chiwan Port Container Co., Ltd.,
Deputy GM of Chiwan Container Terminal Co., Ltd. and the Company. And he has been a Director
of the Company since Jan. 2016.
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.
Director Mr. Yuan Yuhui, MBA, once acted as the Vice GM, Vice Director of CND Group and
the Director of the Company. And now acts as the Director of Shenzhen Riland Industrial Co., Ltd.
and the Independent Director of Beijing Mainstreets Investment Group Co., Ltd.
Independent Director 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
51
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 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 Center 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.
Supervisory Committee Chairman Mr. Yu Shixin graduated from Zhengzhou University,
University of International Business and Economics and China-EU Business School of
Management and successively received the bachelor’s degree of English, master’s degree of
economics and MBA. Mr. Yu possesses over 20 years’ abundant management experience of the
transportation industry and had successively acted as the Deputy GM and GM of China
Communications Import & Export Corporation, Deputy GM of Hong Kong Haitong Company,
Director and GM of China Merchants Bonded Logistics Co., Ltd., Deputy GM of CMHI and now
acts as the Deputy GM of Hong Kong Haitong Company. He has been a Director and Vice
Chairman of Asia Airfreight Terminal Company Limited from Apr. 2014 up to now and a Vice
Chairman of Tianjin Haitian Bonded Logistics Co., Ltd. from Jul. 2014 up to now. And he acted as
the Director of Shenzhen Chiwan Wharf Holdings Limited from May – Oct. 2015 and acts as a
Supervisory Board Chairman of the Company from Nov. 2015 till now.
Supervisor Ms. Wen Ling graduated from Southwestern University of Finance and Economics
with a postgraduate degree. She was once the Deputy 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 Deputy 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 Deputy 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.
Supervisor Ms. Ni Keqin, joined Chiwan Container Terminal Co., Ltd. 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 the Harbor Division, 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.
52
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 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 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 and Company Secretary 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 and a Board Secretary of the Company since Aug.
2015.
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.
Concurrent 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)
Shi Wei CMHI Deputy GM Oct. 2015 - now Yes
Lv Shengzhou CMHI CFO Oct. 2015 - now Yes
Deputy Chief Economist Mar. 2014 - now Yes
Li Yubin CMHI GM of Strategy and Operation
May 2012 - now Yes
Management Department
GM of Administrative
Feb. 2016 - now Yes
Department
Pan Ke CMHI
GM of Purser Department of
Mar. 2014 - now Yes
western port area
53
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Senior Deputy GM of Financial
Wen Ling CMHI Sep. 2010 - now Yes
Department
Zhao Jianli CMHI Internal control and audit GM Jun. 2010 - now Yes
Malai Storage
Zhao Jianli Supervisor Mar. 2013 - now No
(Shenzhen) Co., Ltd.
Concurrent positions in other units
√ Applicable □ Inapplicable
Remuneration or
Starting and
Position in other allowance from
Name Other unit ending dates of
unit other unit
office term
(Yes/No)
Shi Wei Shenzhen Haixing Harbor Development Co., Ltd. Chairman Jan. 2016 - now No
Shi Wei China Merchants Port Services (Shenzhen) Co., Ltd. Chairman Feb. 2016 - now No
Shi Wei Shenzhen Mawan Wharf Co., Ltd. Chairman Feb. 2016 - now No
Shi Wei Shenzhen Mawan Port Service Co., Ltd. Director Feb. 2016 - now No
Lv Shengzhou China Merchants Bonded Logistics Co., Ltd. Director Mar. 2016 - now No
Ningbo Daxie China Merchants Internation Terminals
Lv Shengzhou Director Mar. 2016 - now No
Co., Ltd.
Qingdao Qianwan United Container Terminal Co.,
Lv Shengzhou Director Mar. 2016 - now No
Ltd.
Qingdao Qianwan United Advance Container
Lv Shengzhou Director Mar. 2016 - now No
Terminal Co., Ltd
Li Yubin China Merchants Bonded Logistics Co., Ltd. General Manager Feb. 2016-now No
Li Yubin Shekou Container Terminals Ltd. Director Aug. 2012 - now No
Li Yubin Shenzhen Mawan Wharf Co., Ltd. Director Sep. 2012 - now No
China Merchants Holdings (International) Information
Li Yubin Director Apr. 2012 - now No
Technology Co., Ltd.
Li Yubin Asia Airfreight Terminal Company Limited Director Apr. 2014 - now No
China Merchants Holdings (International) Information
Pan Ke Director Mar. 2013 - now No
Technology Co., Ltd.
Pan Ke Chiwan Container Terminal Co., Ltd. Director Jul. 2013 - now No
Pan Ke Shenzhen Haixing Harbor Development Co., Ltd. Director Oct. 2015 - now No
Pan Ke Shekou Container Terminals Ltd. Director Dec. 2015 - now No
Pan Ke Shenzhen Mawan Port Service Co., Ltd. Director Feb. 2016 - now No
Pan Ke Shenzhen Mawan Terminals Co., Ltd. Director Feb. 2016 - now No
Pan Ke Shenzhen Mawan Wharf Co., Ltd. Director Feb. 2016 - now No
Pan Ke China Merchants Port Services (Shenzhen) Co., Ltd. Director Feb. 2016 - now No
Yu Shixin Hong Kong Haitong Co., Ltd. Deputy Vice GM Jan. 2016 - now Yes
Yu Shixin Tianjin Haitian Bonded Logistics Co., Ltd. Vice President Jul. 2014 - now No
54
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Yu Shixin Asia Airfreight Terminal Company Limited Director Apr. 2014 - now No
Tianjin Five Continents International Container
Yu Shixin Director Apr. 2014 - now No
Terminal Co., Ltd
Vice President of
Wen Ling Zhangjiang Port (Group) Co., Ltd. the Board of Nov. 2007 - now No
Supervisors
Shenzhen Haiqin Engineering Supervision &
Wen Ling Supervisor Sep. 2012 - now No
Management Co., Ltd.
Wen Ling China Merchants Port Services (Shenzhen) Co., Ltd. Supervisor Mar. 2008 - now No
Zhao Jianli China Merchants Port Services (Shenzhen) Co., Ltd. Director Apr. 2010 - now No
Zhao Jianli Shekou Container Terminals Ltd. Director Sep. 2013 - now No
Zhao Jianli Shenzhen Mawan Terminals Co., Ltd. Director Apr. 2013 - now No
Zhao Jianli Malai Storage (Shenzhen) Co., Ltd. Supervisor Mar. 2013-now No
Grain Electronic Trade Center of China Grain
Zhao Jianli Supervisor Aug. 2014 - now No
Merchants Group (Shenzhen)
Zhao Jianli China Merchants Bonded Logistics Co., Ltd. Supervisor Mar. 2016 - now No
Zhang Jianguo China Development Finance Co., Ltd. Vice President Aug. 2015 - now No
Convener of the
Zhang Jianguo Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Board of May 2013 - now No
Supervisors
List of the penalty by the securities supervision agencies of the recent 3 years of the current and the
Directors, Supervisors and Senior Executives left during the reporting period of the Company
□ Applicable √ Inapplicable
IV. 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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2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(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 Ten thousand
Total before-tax Whether gained
Current/ remuneration remuneration from the
Name Position Gender Age
former gained from the related parties of the
Company Company
Shi Wei Chairman of the Board Female 52 Current 0 Yes
Lv Shengzhou Director Male 51 Current 0 Yes
Li Yubin Director Male 44 Current 0 Yes
Pan Ke Director Male 38 Current 0 Yes
Qu Jiandong Director Male 51 Current 138 No
Zhang Jianguo Director Male 51 Current 0 Yes
Yuan Yuhui Independent director Male 65 Current 2.5 No
Su Qiyun Independent director Male 52 Current 10 No
Li Changqing Independent director Male 47 Current 10 No
Supervisory Board
Yu Shixin Male 53 Current 0 Yes
Chairman
Wen Ling Supervisor Female 51 Current 0 Yes
Zhao Jianli Supervisor Female 52 Current 0 Yes
Ni Keqin Supervisor Female 51 Current 114 No
Zheng Linwei Supervisor Male 45 Current 97 No
Zhao Qiang GM Male 54 Current 137 No
Nie Qi Vice GM Male 53 Current 106 No
Zhao
Vice GM Male 50 Current 101 No
Chaoxiong
Vice GM &Company
Wang Yongli Male 48 Current 104 No
Secretary
Zhang Fang CFO Male 51 Current 94 No
Zheng
Chairman of the Board Male 53 Former 0 Yes
Shaoping
Vice chairman of the
Wang Zhixian Male 51 Former 0 Yes
Board
Yu Shixin Director Male 53 Former 0 Yes
Zhang Rizhong Director, supervisor Male 47 Former 0 Yes
Ma Yong Director Male 50 Former 0 Yes
Deng Weidong Director Male 48 Former 0 Yes
Yin Kesheng Independent director Male 51 Former 7.5 No
Bu Dan Company Secretary Female 38 Dismissal 50 No
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2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Total -- -- -- -- 971 --
Situations of equity incentives awarded to the directors, supervisors and senior management of the
Company during the reporting period
□ Applicable √ Inapplicable
V. About employees
As at 31 December 2015, the Company had 1,447 employees (including controlling subsidiary), the
overall condition of professional classification, education and age distribution of the employees
were as following:
Number of in-service employees of the Company 430
Number of in-service employees of main subsidiaries 1,017
Total number of in-service employees 1,447
Total number of employees with remuneration in current
1,447
period
Number of retirees to whom the Company or its main
0
subsidiaries need to pay retirement pension
Professional structure Number Proportion
Administrative personnel 147 10%
Financial personnel 67 5%
Technicians 500 34%
Production personnel 674 47%
Commercial personnel 59 4%
Education Number Proportion
Master or above 31 2%
Bachelor 299 21%
Junior college 392 27%
Technical secondary school 167 11%
Technical secondary school below 558 39%
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2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
StaffFunctionBreakdown
4% 10%
5% Administrativepersonnel
Financialpersonnel
47% Technicians
34%
Productionpersonnel
Commercialpersonnel
EducationalBackground
2%
39% 21% Masterorabove
Bachelor
Juniorcollege
27%
11% Technicalsecondaryschool
Belowabove
The Company set remuneration system of the employees in line with the post setting, job grade and
the market pay level determine remuneration in term with the principle of "Salary based on the
related post ".
The integration of employee training and strategy was accord with the demand of the Company's
long term development, while considering the business demand of the Company and personal
development, the Company organized Internal training and open classes aiming at different levels
and post, followed up and evaluated the training results.
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2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section IX. Corporate Governance
I. Basic details of corporate governance
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. 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 Board of Directors and Work Instruction of General Manager. The revision was
reviewed and approved by the Third Meeting of 8th Board of Director held on 25 March 2015.
2. 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.
3. 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.
4. 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 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.
5. 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.
6. 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.
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2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
7. 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.
8. 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
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.
9. 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 Meeting 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.
There isn’t difference between the actual circumstances of the Company and all normative
documents issued by CSRC
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2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
II. 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.
III. Horizontal competition
Type of the Name of
Cause Methods Work progress and follow-up plans
question shareholders
Mainly was the On17 Sept. 2012 The CMHI was actively promote and discuss the research of
historical reason, CMHI has promised solution for the horizontal competition, including
comparatively, to completely solve independence of Chiwan Wharf, further reinforce the stable
cooperation more than the horizontal development of the west port in Shenzhen, enhance strategic
Horizontal competition synergy effect and endeavor to focus on the equity of
CMHI * competition between
competition problem through shareholder of the Company. The Company timely and
the China Merchants
Holdings asset reorganization, actively communicated with CMHI and perform
(International) and the etc. in the coming 3 information disclosure obligation in term of the stipulation
Company * to 5 years. of the existing relevant laws and regulations.
* On 17 Sept. 2012, CMHI 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, the wholly
subsidiary of CMHI signed the “ Agreement on Equity Transfer of Shenzhen Chiwan Wharf
Holdings Limited between China Nanshan Development (Group) Inc. and Shenzhen Malai Storage
Co., Ltd. CND Group transferred its holding of 161,190,933 shares of RMB ordinary shares
(Proportion of shareholding of 25%) to Malai Storage. After the complement of the transfer, CMHI
was entrusted to manage CND Group's holding of 209,687,067 shares of A share (Proportion of
shareholding of 32.52%). Meanwhile, CMHI indirectly held 55.3142 million shares of B share of
the Company through its wholly subsidiary Keen Field Enterprises Limited (Proportion of
shareholding of 8.58%), so far, 66.10% equity of the Company is under control of CMHI.
* 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
61
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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.
IV. Particulars about the annual shareholders’ general meeting and special shareholders’
general meetings held during the reporting period
Particulars about the shareholders’ general meeting in reporting period
Proportion of
Session Type investors' Convening date Disclosure date Index to the disclosed
participation
The First Special Special For the resolution
Shareholders’ General Shareholders’ 76.66% 24 Mar. 2015 25 Mar. 2015 announcement (No. 2015-016),
Meeting of 2015 General Meeting see http://www.cninfo.com.cn
The Annual The Annual For the resolution
Shareholders’ General Shareholders’ 76.65% 29 May 2015 30 May 2015 announcement (No. 2015-040),
Meeting of 2014 General Meeting see http://www.cninfo.com.cn
The Second Special Special For the resolution
Shareholders’ General Shareholders’ 76.72% 25 Aug. 2015 26 Aug. 2015 announcement (No. 2015-071),
Meeting of 2015 General Meeting see http://www.cninfo.com.cn
The Third Special Special For the resolution
Shareholders’ General Shareholders’ 76.63% 17 Nov. 2015 18 Nov. 2015 announcement (No. 2015-097),
Meeting of 2015 General Meeting see http://www.cninfo.com.cn
2. Special Shareholders’ General Meeting applied by the preferred stockholder with
restitution of voting right
□ Applicable √ Inapplicable
V. Performance of the Independent Directors
1. Particulars about the independent directors attending the board sessions and the
shareholders’ general meetings
1. Particulars about the independent directors attending the board sessions
Sessions Non-attendance
Attendance by
required to Entrusted in person for
Independent Attendance in way of
attend during presence Absence rate two
director person telecommunica
the reporting (times) consecutive
tion
period times
Yuan Yuhui 4 2 2 0 0 No
Su Qiyun 10 3 6 1 0 No
Li Changqing 10 4 6 0 0 No
Yin Kesheng 6 1 4 1 0 No
General meetings sat in on by
4
independent directors
62
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Notes to non-attendance in person for two consecutive times
Inapplicable
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
Whether advices to the Company from independent directors were adopted or not
√ Yes □ No
Note to advices to the Company from independent directors were adopted or not adopted
During the reporting period, all independent directors of the Company probity and self-discipline,
fulfill their duties in line with their expertise and experience; earnestly and diligently perform their
duties. The independent directors actively known about the Company’s business and operation,
protected the interests of minority shareholders, 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 professional suggestions on standard governance and production operation
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 and had play a important role in scientific decision-making of the Board. 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 details of performance by independent
directors of their duties, please refer to the work report of independent directors for 2015 as
disclosed at http://www.cninfo.com.cn.
VI. Performance of the Special Committees under the Board during the reporting period
(I) Performance of the Audit Committee of the Board
During the reporting period, the Audit Committee of the Board in line with the requirements of
CSRC and Shenzhen Stock Exchange, Articles of Association, 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”) and in term of their expertise and experience,
duties and obligations endowed by the Board, earnestly perform their duties, played active role in
the Company's annual audit, reviewing of financial statement, construction of internal control
standard system.
1. During the reporting period, the Audit Committee of the Board held a total of five meetings, with
details as follows:
(1) On 25 Mar. 2015, the First Meeting of the Audit Committee of the 8th Board of Directors for
2015 was held at 9:00 a.m. at Conference Room 3, 11/F., Chiwan Haiyun Building, Shenzhen, at
63
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
which the following proposals were reviewed and approved unanimously:
“Internal Auditing Report of the Company for 2014” was reviewed and approved;
Audit Office's Auditing Report of the Company for 2014 No.01-03” was reviewed and
approved;
“Internal Auditing Plan of the Company for 2015” was reviewed and approved;
“Working Report of the Audit Committee of the Board in 2014” was reviewed and approved;
“The 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 Financial Statements of 2014” 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 2015” 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 2015.
This proposal was submitted to the Board of Directors of the Company for approval.
(2) On 23 Apr. 2015, the First Meeting of the Audit Committee of the 8th Board of Directors for
2015 was held by communication voting at which the following proposals were reviewed and
approved unanimously:
“Internal Auditing Report of the Company for the First Quarter of 2015” was reviewed and
approved;
Audit Office's Auditing Report of the Company for 2015 No.01-03” was reviewed and
approved.
(3) On 25 Aug. 2015, the Second Meeting of the Audit Committee of the 8th Board of Directors for
2015 was held at 2:00 p.m. at Conference Room 2, 11/F., Chiwan Haiyun Building, Shenzhen, at
which the following proposals were reviewed and approved unanimously:
“The Semi-Annual Financial Report for 2015 of the Company” was reviewed and approved
and was submitted to the Board of Directors of the Company for approval;
“Internal Auditing Report of the Company for the Second Quarter of 2015” was reviewed and
approved;
(4) On 28 Oct. 2015, the Second Special Meeting of the Audit Committee of the 8th Board of
Directors for 2015 was held by communication voting at which the following proposals were
reviewed and approved unanimously:
“Internal Auditing Report of the Company for the Third Quarter of 2015” was reviewed and
approved;
Audit Office's Annual Report of the Company for 2015 No.04” was reviewed and approved.
(5) On 29 Dec. 2015, the Third Special Meeting of the Audit Committee of the 8th Board of
Directors for 2015 was held at 9: 00 a.m. Conference Room 1, 8/F., Chiwan Petroleum Building,
Shenzhen, at which the Report on the Company's operation, the Introduction on Anti-Spam Inform
and Complaint Management System, Report on the Company’s Auditing Work of Finance and
64
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Internal Control by Deloitte Touche Tohmatsu Certified Public Accountants LLP for 2015 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 2014 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.
(2) The Audit Committee expressed its audit opinions two times on the annual financial statements
of the Company for 2014.
During the reporting period, the Audit Committee expressed its audit opinions two times on the
annual financial statements of the Company for 2014 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 2014. Information
included in the Financial Statements was objective and complete. Financial Statements for 2014
which was preliminarily audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP
may be submitted for review at the 3rd Meeting of the 8th 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 29 Jan. and 25 Feb. 2015 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
65
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Public Accountants issued a standard unqualified audit report on 26 Mar. 2015.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. 2014 and its operation
results and cash flows for the year 2014 and the audit conclusion made was in line with the actual
situation of the Company.
3. During the reporting period, the Audit Committee made standards and requirements to the Audit
Office's report submitted, fully understood the sound establish and implementation of internal
control system, focused on problems and suggestions provided by the Audit Office. In addition, the
Audit Committee advised on the improvement 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 earnestly
performed their duties, investigated the candidate of the manager and the directors, and examined
the remuneration of directors, supervisors and senior executives which obtained from the Company,
in term of the requirements and stipulations of CSRC, Articles of Association, Working Rules of
the Nomination, Remuneration and Evaluation Committee and responsibilities and obligations
empowered by the Board of Directors.
During the reporting period, the Nomination, Remuneration and Evaluation Committee under the
Board of Directors held a total of four meetings, details of which are as follows:
(1) On 25 Mar. 2015, the First Meeting of he Nomination, Remuneration and Evaluation
Committee of the 8th Board of Directors for 2015 was held at 10:30 a.m. at Conference Room 1,
11/F., Chiwan Haiyun Building, Shenzhen, at which the following proposals were reviewed and
approved unanimously:
“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 2014”;
“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 7 Aug. 2015, the Second Meeting of the Nomination, Remuneration and Evaluation
Committee of the 8th Board of Directors for 2015 was held by communication voting at which the
following proposals were reviewed and approved unanimously:
“The Proposal on Examining Independent 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;
“Proposal on Hiring Secretary to the Board of the Company”, and submitted to the Board of
Directors of the Company for approval;
(3) On 25 Aug. 2015, the Third Meeting of he Nomination, Remuneration and Evaluation
Committee of the 8th Board of Directors for 2015 was held at 4:00 a.m. at Conference Room 2,
66
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
11/F., Chiwan Haiyun Building, Shenzhen, at which the Proposal on the election of the convener of
the Nomination, Remuneration and Evaluation Committee of the 8th Board of Directors was
reviewed and approved unanimously, and submitted to the Board of Directors of the Company for
approval;
(4) On 28 Oct. 2015, the Fourth Meeting of he Nomination, Remuneration and Evaluation
Committee of the 8th Board of Directors for 2015 was held by communication voting at which the
Proposal on Examining Director Candidates was reviewed and approved unanimously, and after
submitted to the Board of Directors of the Company for approval, joined the election of the
Company’s general meeting of shareholders
(III) Performance of the Strategy Committee
During the reporting period, members of the Strategy Committee in line with the requirements of
CSRC, Article of Association, and the stipulation of Working Rules of the Strategy Committee and
relying on its expertise and experience and the responsibilities and obligations empowered by the
Board of Directors, earnestly perform their duties, assisted the Company's further plan for medium
and long-term development, conducted research and advised on the investment plans and assets
operation projects related to the medium to long term development strategy of the Company.
During the reporting period, the Strategy Committee under the Board of Directors held a total of
one meeting, details of which are as follows:
(1) On 25 Mar. 2015, the First Meeting of the Strategy Committee of the 8th Board of Directors for
2015 was held at 11:00 a.m. at Conference Room 1, 11/F., Chiwan Haiyun Building, Shenzhen, at
which the “Working Report of the Strategy Committee of the Board for 2014” and the “Business
Development Plan for 2015 to 2019” were reviewed and approved unanimously.
VII. Performance of the Supervisory Committee
During the reporting period, the Supervisory Committee found whether there was risk in the
Company in the supervisory activity
□ Yes √ No
The Supervisory Committee has no objection on the supervised events during the reporting period.
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.
IX. Internal Control
1. Particulars about significant defects found in the internal control during reporting period
□ Yes √ No
67
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. Self-appraisal report on internal control
Disclosure date of the Self-appraisal Report on Internal Control 28 Mar. 2016
For specific content ,disclosed on
Disclosure index of the Auditor’s Report on Internal Control
www.cninfo.com.cn
The proportion of total assets included in evaluation scope entities in the
97.00%
Company's total assets of the consolidated financial statements
The proportion of operation revenue included in evaluation scope entities in
90.00%
the Company's operation revenue of the consolidated financial statements
Defect Judging Standards
Category Financial Report Non-Financial Report
Great defect Significant defect Common defect
Development Development Development
direction severity direction severity direction severity
deviate from the deviate from the deviate from the
strategic goals, strategic goals, strategic goals,
investment investment investment
direction, and direction, and direction, and
business structure, business structure, business structure,
commercial commercial commercial
modeled. which modeled. which modeled. which
completely unable unable to support completely can't
to support the the realization of fully support the
If a defect or defect group give realization of strategic goals at a realization of
strategic goals larger extent strategic goals
rise to the following events which Strategy Strategy Strategy
can not be prevented or found and implementation is implementation is implementation is
made rectification, the defect or blocked, almost blocked, most of blocked, part of
defect group are recognized as all indicators of indicators of indicators of
strategy strategy strategy
significant defects: implementation implementation implementation
(1) Malpractices of directors, can not completed can not completed can not completed
supervisors and senior as planned as planned as planned
management: Have a significant Have a greater Have an adverse
adverse impact on adverse impact on impact on the
(2) The Company make correction
the asset turnover the asset turnover asset turnover
Qualitative criteria to the financial report issued; ability, which lead ability, which lead ability, which lead
(3) Certified Public Accountant to total asset to total asset to total asset
find that there is a significant turnover rate turnover rate turnover rate
lowed 20% above lowed10% to 20% lowed10% below
error in the financial report,
(Including 20％） (Including 10%）
however, the internal control did Lead to break off Lead to break off Some daily
not discover it when conducting of common of common business is
internal control; business/service business/service influenced, lead to
(4) The Audit Committee under or it takes half or it takes three break off of
year or above to months or half common
the Board and Internal Audit recover the break year below to business/service
Service's supervision to the off of common recover the break or it takes three
internal control is invalid. business/service off of common months below to
business/service recover the break
off of common
business/service
Badly damage the In a large extent, In a large extent,
working damage the damage the
enthusiasm of all working working
the employees, enthusiasm of all enthusiasm of all
will give rise to the employees, the employees,
large scale group reduce work reduce work
events or heavy efficiency, have efficiency, have
damage to greatly adverse some adverse
enterprises culture effect to effect to
and enterprises enterprises culture enterprises culture
68
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
cohesion and enterprises and enterprises
cohesion cohesion
The employee's The employee's The employee's
ability and ability and ability and
professional skills professional skills professional skills
universally can in some in some fields can
not meet the significant fields not meet the
enterprise can not meet the enterprise
development enterprise development
needs by a large development
margin needs
Negative news Negative news Negative news
spread in the field spread in the field spread in the field
of the entire of the entire of the entire
business business, or was business, have
(including paid attention or small damage to
extending to reported by the the reputation of
industry chain),or local media the the enterprise, the
was paid attention recovery of recovery of
by the national reputation will reputation will
media or public take three to six take three months
media, the months below
recovery of
reputation will
take more than six
months
The enterprise's The enterprise's The enterprise's
internal internal internal
confidential confidential confidential
information information information
leakage which leakage which leakage which
badly affect the affect the affect the
enterprise's enterprise's enterprise's
competitive competitive competitive
capacity in the capacity in the capacity in the
market, or affect market, or affect market, or affect
the competitive the competitive the competitive
capacity in capacity in capacity in
management management in a management in a
large extent general extent
The judging standard was the net profits attributable to
the parent Company's shareholders in the consolidated
financial statements audited in last year.
Great defect Significant defect Common defect
Had significant Had larger adverse Had adverse
adverse impact to impact to the impact to the
the annual annual operation annual operation
The judging standard was the net operation profits profits or cause profits or cause
profits attributable to the parent or cause decrease decrease of annual decrease of annual
Company's shareholders in the of annual operation profits operation profits
consolidated financial statements operation profits when at 1% when at 1% below
audited in last year. Misstatement when at 5% (including 1%) to of judging
amount ≥ 5% above of judging (including 5%) 5% judging standard
Quantitative criteria standard was great defect; 5% above of judging standard
standard
judging standard ＞1%
Had significant Had larger adverse Had adverse
misstatement amount was
adverse impact to impact to decrease impact to decrease
significant defect; misstatement
decrease of inflow of inflow of total of inflow of total
amount ＜1% below of judging
of total cash flow cash flow or cash flow or
standard was general standard. or increase of increase of increase of
outflow total cash outflow total cash outflow total cash
flow when at 10% flow when at 5% flow when at 5%
(including 10%) (including 5%) to below of judging
above of judging 10% above of standard
standard judging standard
Great investment Larger investment Great investment
mistake incurred mistake incurred mistake incurred
69
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
which cause direct which cause direct which cause direct
economy losses economy losses economy losses
when at 5% when at 1% when at 1% below
(including 5%) (including 1%)to of judging
above of judging 5% of judging standard or the
standard or the standard or the return on
return on return on investment less
investment more investment less than 30% lower
than 40% lower than than expected
than expected 30%(including
30% to 40%)
lower than
expected
0 death or above , 3 deaths above to less than 3 deaths
or 50 people 10 deaths below , or above , or less
serious injury, or or less than10 than 10 people
direct economy people serious serious injury, or
losses when at 5% injury, or direct direct economy
(including 5%) economy losses losses when at
above of judging when at 1% 1% below of
standard (including 1%) to judging standard
5% of judging
standard
Asset integrity Asset integrity Asset integrity
cannot be ensured, cannot be ensured, cannot be ensured,
when assets losses when assets losses when assets losses
at 5% (including at 1% (including at 1% below of
5%) above of 1%)to 5% of judging standard
judging standard judging standard
A large number of Number of great Irreconcilable
great commercial commercial commercial
disputes, civil disputes, civil disputes, civil
lawsuits and lawsuits, and had lawsuits happened
negative obviously sometimes, cause
influences can't influence in a a certain
eliminate in a certain area and influences in
short period of period, may pay local, may pay
time, may pay compensation at compensation at
compensation at 1% (including 1% below of
5% (including 1%) to 5% of judging standard
5%) above of judging standard
judging standard
A serious A serious Violation of laws
violation of laws violation of laws and regulations,
and regulations, and regulations, investigated by
investigated by investigated by government
government government department and
department and department and legal department,
legal department, legal department, may pay
cause prosecution may pay compensation at
and class action, compensation at 0.5% below of
may pay 0.5% (including judging standard
compensation at 0.5%) to 2% of
2% (including judging standard
2%) above of
judging standard
Number of significant defects of
0
financial report (Piece)
Number of significant defects of non-
0
financial report (Piece)
Number of important defects of
0
financial report (Piece)
Number of important defects of non-
0
financial report (Piece)
70
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
X. Audit report on internal control
Audit opinion paragraphs in the Audit Report on Internal Control
In line with the relevant requirement of Enterprise Internal Control Audit Guidelines and Practicing Standards for
China's CPAs, Deloitte Touche Tohmatsu Certified Public Accountants LLP audited the effectiveness of internal
control in financial report on 31 Dec. 2015, and believed 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. 2015.
Disclosure of Audit Report on Internal Control Disclosed
Disclosure date of the Audit Report on Internal Control 28 Mar. 2016
Details of the Internal Control Report of Shenzhen Chiwan
Disclosure index of the Audit Report on Internal
Wharf Holdings Limited was disclosed on
Control
www.cninfo.com.cn
Type of Audit Report on Internal Control Standard Unqualified auditor's report
Whether there is significant defect in non-financial
No
report
Whether the CPAs firm issues an Audit Report on Internal Control with non-standard opinion or not?
□ Yes √ No
Whether the Audit Report on Internal Control from the CPAs firm is in consistent with the Self-
appraisal Report from the Board or not?
√ Yes □ No
71
2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section X. Financial Statements (See attached)
Type of audit opinion Standard and unqualified auditor's report
Date of signing audit report 24 Mar. 2016
Audit agency Deloitte Touche Tohmatsu Certified Public Accountants LLP
No. of audit report De Shi Bao (Shen) Zi (16) No. P0572
Name of CPA Li Weihua, Su Min
72
Section XI. Documents Available 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”;
IV. Original copy of the Annual Report signed by the Chairman.
For and on behalf of the Board
Shi Wei
Chairman
Shenzhen Chiwan Wharf Holdings Limited
Dated 28 March 2016
73
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND
AUDITORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
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 - 100
AUDITOR'S REPORT
De Shi Bao (Shen) Zi (16) No. P0572
To the Shareholders of Shenzhen Chiwan Wharf Holdings Limited
We have audited the accompanying financial statements of Shenzhen Chiwan Wharf Holdings
Limited (hereinafter referred to as "Chiwan Wharf"), which comprise the company and consolidated
balance sheets as at 31 December 2015, 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 2015, 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
24 Mar 2016
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 2015
Consolidated Balance Sheet
Unit: RMB
LIABILITIES AND
ASSETS Notes 2015 2014 SHAREHOLDERS' EQUITY Notes 2015 2014
Current Assets: Current Liabilities:
Cash and bank balances (V)1 683,138,123.66 468,635,486.47 Short-term borrowings (V)20 141,610,178.37 -
Notes receivable (V)2 3,327,000.00 2,500,000.00 Accounts payable (V)21 91,453,838.66 77,447,853.13
Accounts receivable (V)3 189,016,564.86 203,641,944.62 Receipts in advance (V)22 40,504,130.84 31,818,775.21
Prepayments (V)4 2,678,775.41 1,984,932.73 Employee benefits payable (V)23 77,084,662.63 69,425,249.36
Interest receivable (V)5 72,773.05 183,213.50 Taxes payable (V)24 48,134,602.74 66,374,211.86
Dividends receivable (V)6 - - Interest payable (V)25 18,519,838.93 33,775,342.43
Other receivables (V)7 14,908,748.44 42,321,002.73 Dividends payable (V)26 88,715,008.17 199,830,762.29
Inventories (V)8 17,300,307.66 19,090,168.61 Other payables (V)27 76,713,923.82 85,558,954.41
Non-current liabilities due
Other current assets (V)9 12,889,208.71 16,893,412.98 (V)28 5,306,254.17 4,997,419.52
within one year
Total current assets 923,331,501.79 755,250,161.64 Other current liabilities (V)29 500,000,000.00 400,000,000.00
Non-current Assets: Total current liabilities 1,088,042,438.33 969,228,568.21
Available-for-sale financial assets (V)10 22,659,200.00 21,209,200.00 Non-current Liabilities:
Long-term equity investments (V)11 1,447,024,975.16 1,493,340,275.05 Bonds payable (V)30 497,764,383.59 995,110,137.02
Investment property (V)12 26,747,795.38 31,031,939.45 Special payables (V)31 34,990,596.50 47,002,997.66
Fixed assets (V)13 3,213,180,964.08 3,319,843,271.66 Deferred income (V)32 61,757,528.45 47,337,896.36
Construction in progress (V)14 22,222,084.78 34,582,369.45 Deferred tax liabilities (V)18 1,907,500.00 1,545,000.00
Intangible assets (V)15 1,046,896,621.98 950,021,585.10 Total non-current liabilities 596,420,008.54 1,090,996,031.04
Goodwill (V)16 10,858,898.17 10,858,898.17 TOTAL LIABILITIES 1,684,462,446.87 2,060,224,599.25
Long-term prepaid expenses (V)17 57,241,809.97 58,077,245.85 SHAREHOLDERS' EQUITY:
Deferred tax assets (V)18 11,274,320.82 26,941,859.72 Share capital (V)33 644,763,730.00 644,763,730.00
Other non-current assets (V)19 132,334,704.86 234,667,393.59 Capital reserve (V)34 165,564,739.15 162,698,555.65
Total non-current assets 5,990,441,375.20 6,180,574,038.04 Other comprehensive income (V)35 (7,889,646.43) (8,977,146.43)
Special reserve (V)36 3,719,755.58 2,219,777.52
Surplus reserve (V)37 520,074,434.56 520,074,434.56
Unappropriated profit (V)38 3,113,367,524.19 2,794,519,480.29
Total shareholders' equity attributable to
4,439,600,537.05 4,115,298,831.59
equity holders of the parent
Minority interests 789,709,893.07 760,300,768.84
TOTAL SHAREHOLDERS' EQUITY: 5,229,310,430.12 4,875,599,600.43
TOTAL LIABILITIES AND
TOTAL ASSETS 6,913,772,876.99 6,935,824,199.68 6,913,772,876.99 6,935,824,199.68
SHAREHOLDERS' EQUITY
The accompanying notes form part of the financial statements.
The financial statements on pages 3 to 100 were signed by the following:
Legal Representative：Shi Wei
Chief Financial Officer：Zhang Fang
Head of Accounting Department：Li Li
-3-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
AT 31 DECEMBER 2015
Balance Sheet of the Company
Unit: RMB
LIABILITIES AND
ASSETS Notes 2015 2014 SHAREHOLDERS' EQUITY Notes 2015 2014
Current Assets: Current Liabilities:
Cash and bank balances 331,615,767.60 281,427,034.32 Accounts payable 15,487,513.65 14,948,575.64
Accounts receivable (XIV)1 20,084,782.32 12,114,724.37 Receipts in advance 152,681.00 1,214,888.00
Prepayments 489,500.00 175,000.00 Employee benefits payable 47,533,873.50 41,375,574.26
Interest receivable - 152,533.34 Taxes payable 1,571,813.93 359,758.06
Dividends receivable 217,818,690.44 218,805,886.23 Interest payable 20,381,890.98 36,181,574.83
Other receivables (XIV)2 679,107,748.88 826,175,209.04 Dividend payable 37,608,540.65 -
Inventories 1,026,023.04 824,171.90 Other payables 327,263,528.94 266,554,498.30
Other current assets 487,860.51 98,303.47 Other current liabilities 500,000,000.00 400,000,000.00
Total current assets 1,250,630,372.79 1,339,772,862.67 Total current liabilities 949,999,842.65 760,634,869.09
Non-current Assets: Non-current Liabilities:
Available-for-sale financial assets 22,659,200.00 21,209,200.00 Bonds payable 497,764,383.59 995,110,137.02
Long-term receivables 11,004,284.75 11,004,284.75 Deferred tax liabilities 1,907,500.00 1,545,000.00
Long-term equity investments (XIV)3 2,000,153,426.29 2,124,318,151.59 Total non-current liabilities 499,671,883.59 996,655,137.02
Investment property 16,358,585.53 23,668,903.59 TOTAL LIABILITIES 1,449,671,726.24 1,757,290,006.11
Fixed assets 192,230,359.90 184,439,928.48 SHAREHOLDERS' EQUITY
Construction in progress 1,945,894.40 3,621,969.65 Share capital 644,763,730.00 644,763,730.00
Intangible assets 65,112,021.93 66,559,896.74 Capital reserve 239,043,433.54 204,296,719.24
Long-term prepaid expenses 4,391,427.41 4,871,223.29 Other Comprehensive Income 5,822,500.00 4,735,000.00
Total non-current assets 2,313,855,200.21 2,439,693,558.09 Special reserve 1,465,450.61 -
Surplus reserve 520,074,434.56 520,074,434.56
Unappropriated profit 703,644,298.05 648,306,530.85
TOTAL SHAREHOLDERS'
2,114,813,846.76 2,022,176,414.65
EQUITY
TOTAL LIABILITIES AND
TOTAL ASSETS 3,564,485,573.00 3,779,466,420.76 3,564,485,573.00 3,779,466,420.76
SHAREHOLDERS' EQUITY
The accompanying notes form part of the financial statements.
-4-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2015
Consolidated Income Statement
Unit: RMB
ITEM Notes 2015 2014
I. Total operating income 1,872,608,596.16 1,804,766,176.31
Including: Operating income (V)39 1,872,608,596.16 1,804,766,176.31
Less: Operating costs (V)39 1,002,715,909.05 983,886,550.05
Business taxes and levies (V)40 7,552,581.66 8,050,196.20
Administrative expenses (V)41 175,644,906.71 155,757,115.05
Financial expenses (V)42 59,500,840.56 77,630,799.99
Impairment losses of assets (V)43 (89,469.40) 20,933.36
Add: Investment income (V)44 100,817,732.86 92,448,549.62
Including: Income from investments in associates
(V)44 95,337,543.13 88,168,549.62
and joint ventures
II. Operating profit 728,101,560.44 671,869,131.28
Add: Non-operating income (V)45 3,500,319.86 5,428,171.15
Including: Gains from disposal of non-current assets (V)45 460,800.55 24,167.60
Less: Non-operating expenses (V)46 3,574,586.26 4,759,566.32
Including: Losses from disposal of non-current assets (V)46 3,087,832.34 4,388,305.14
III. Gross profit 728,027,294.04 672,537,736.11
Less: Income tax expenses (V)47 75,309,635.43 142,747,236.17
IV. Net profit 652,717,658.61 529,790,499.94
Net profit attributable to shareholders of the parent 527,751,492.42 417,594,271.33
Profit or loss attributable to minority shareholders 124,966,166.19 112,196,228.61
V. Amount of Other Comprehensive Net Income After Tax: (V)48 1,087,500.00 1,290,423.07
Amount of other comprehensive net income after tax attributable
1,087,500.00 1,290,423.07
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
1,087,500.00 1,290,423.07
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 available-for-sale
1,087,500.00 1,290,000.00
financial assets
(iii) Translation differences of financial statements denominated
- 423.07
in foreign currencies
Amount of other comprehensive net income after tax attributable
- -
to minority shareholders
VI. Total comprehensive income attributable to: 653,805,158.61 531,080,923.01
Shareholders of the parent 528,838,992.42 418,884,694.40
Minority shareholders 124,966,166.19 112,196,228.61
VII. Earnings per share:
(I) Basic earnings per share 0.819 0.648
(II) Diluted earnings per share 0.819 0.648
The accompanying notes form part of the financial statements.
-5-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2015
Income Statement of the Company
Unit: RMB
ITEM Notes 2015 2014
I. Total operating income (XIV)4 260,740,919.37 227,726,250.81
Less: Operating costs (XIV)4 154,634,147.78 177,966,749.30
Business taxes and levies 4,723,343.75 5,032,297.52
Administrative expenses 72,403,051.31 59,480,636.17
Financial expenses 29,594,550.18 28,603,489.73
Impairment loss of assets - -
Add: Investment income (XIV)5 275,970,089.64 359,402,711.86
Including: Income from investments in associates
(XIV)5 52,671,209.47 42,120,784.92
and joint ventures
II. Operating profit 275,355,915.99 316,045,789.95
Add: Non-operating income 960,564.26 2,105,413.98
Including: Gains from disposal of non-current assets 313,012.51 24,167.60
Less: Non-operating expenses 937,447.90 4,020,580.73
Including: Losses from disposal of non-current assets 789,301.88 4,020,530.73
III. Gross profit 275,379,032.35 314,130,623.20
Less: Income tax expenses 11,137,816.63 45,976,703.93
IV. Net profit 264,241,215.72 268,153,919.27
V. Amount of Other Comprehensive Net Income After Tax: 1,087,500.00 1,290,000.00
(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 1,087,500.00 1,290,000.00
(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 1,087,500.00 1,290,000.00
(iii) Translation differences of financial statements
denominated in foreign currencies - -
VI. Total comprehensive income 265,328,715.72 269,443,919.27
The accompanying notes form part of the financial statements.
-6-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2015
Consolidated Cash Flow Statement
Unit: RMB
ITEM Notes 2015 2014
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 1,940,123,679.99 1,894,151,822.20
Other cash receipts relating to operating activities (V)50(1) 71,210,780.42 26,732,206.02
Sub-total of cash inflows 2,011,334,460.41 1,920,884,028.22
Cash payments for goods purchased and services received 525,054,196.11 559,027,388.27
Cash payments to and on behalf of employees 340,667,806.30 321,778,361.43
Payments of all types of taxes 108,991,126.73 141,052,550.54
Other cash payments relating to operating activities (V)50(2) 58,770,593.82 80,710,580.24
Sub-total of cash outflows 1,033,483,722.96 1,102,568,880.48
Net Cash Flows from Operating Activities (V)51(1) 977,850,737.45 818,315,147.74
II. Cash Flows from Investing Activities:
Cash receipts from disposals and recovery of investments 110,955,345.27 -
Cash receipts from investments income 39,043,870.98 159,676,390.80
Net cash receipts from disposal of fixed assets, intangible assets
3,117,287.66 883,470.00
and other long-term assets
Sub-total of cash inflows 153,116,503.91 160,559,860.80
Cash payments to acquire or construct fixed assets, intangible
152,822,155.82 223,690,273.38
assets and other long-term assets
Sub-total of cash outflows 152,822,155.82 223,690,273.38
Net Cash Flows from Investing Activities 294,348.09 (63,130,412.58)
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 133,885,679.50 554,240,000.00
Cash receipts from issue of bonds 800,000,000.00 398,800,000.00
Sub-total of cash inflows 933,885,679.50 953,040,000.00
Cash repayments of borrowings 1,200,000,000.00 1,611,355,000.00
Cash payments for distribution of dividends or profit or interest 504,618,011.73 344,236,152.00
Including: Payments for distribution of dividends or profit to
215,249,531.83 -
minorities
Other cash payments relating to financing activities (V)50(3) 1,750,344.61 229,424.00
Sub-total of cash outflows 1,706,368,356.34 1,955,820,576.00
Net Cash Flows from Financing Activities (772,482,676.84) (1,002,780,576.00)
IV. Effect of Foreign Exchange Rate Changes on Cash and Cash
8,840,228.49 691,810.83
Equivalents
V. Net Increase (Decrease)in Cash and Cash Equivalents 214,502,637.19 (246,904,030.01)
Add: Opening balance of Cash and Cash Equivalents (V)51(2) 468,635,486.47 715,539,516.48
VI. Closing Balance of Cash and Cash Equivalents (V)51(2) 683,138,123.66 468,635,486.47
The accompanying notes form part of the financial statements.
-7-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2015
Cash Flow Statement of the Company
Unit: RMB
ITEM Notes 2015 2014
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 266,291,531.90 247,382,767.55
Other cash receipts relating to operating activities 1,085,646,413.98 997,057,833.46
Sub-total of cash inflows 1,351,937,945.88 1,244,440,601.01
Cash payments for goods purchased and services received 74,851,999.84 103,564,354.33
Cash payments to and on behalf of employees 120,776,012.55 110,544,071.65
Payments of all types of taxes 15,379,650.33 12,667,812.28
Other cash payments relating to operating activities 769,807,353.31 1,061,199,695.03
Sub-total of cash outflows 980,815,016.03 1,287,975,933.29
Net Cash Flows from Operating Activities (XIV)8 371,122,929.85 (43,535,332.28)
II. Cash Flows from Investing Activities:
Cash receipts from disposals and recovery of investments 110,955,345.27 -
Cash receipts from investments income 257,849,757.21 291,405,549.02
Net cash receipts from disposal of fixed assets, intangible assets
2,949,239.92 2,065,466.52
and other long-term assets
Cash receipts from disposal of subsidiaries and other business units 118,451.91 533,316.45
Sub-total of cash inflows 371,872,794.31 294,004,331.99
Cash payments to acquire or construct fixed assets,
3,722,488.26 4,356,396.16
intangible assets and other long-term assets
Sub-total of cash outflows 3,722,488.26 4,356,396.16
Net Cash Flows from Investing Activities 368,150,306.05 289,647,935.83
III. Cash Flows from Financing Activities:
Cash receipts from issue of bonds 800,000,000.00 398,800,000.00
Sub-total of cash inflows 800,000,000.00 398,800,000.00
Cash repayments of borrowings 1,200,000,000.00 500,000,000.00
Cash payments for distribution of dividends or profit or interest 287,640,370.14 328,857,854.70
Other cash payments relating to financing activities 1,750,344.61 229,424.00
Sub-total of cash outflows 1,489,390,714.75 829,087,278.70
Net Cash Flows from Financing Activities (689,390,714.75) (430,287,278.70)
IV. Effect of Foreign Exchange Rate Changes on Cash
306,212.13 272,467.72
and Cash Equivalents
V. Net Increase(Decrease) in Cash and Cash Equivalents 50,188,733.28 (183,902,207.43)
Add: Opening balance of Cash and Cash Equivalents 281,427,034.32 465,329,241.75
VI. Closing Balance of Cash and Cash Equivalents 331,615,767.60 281,427,034.32
The accompanying notes form part of the financial statements.
-8-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2015
Consolidated Statement of Changes in Shareholders' Equity
Unit: RMB
2015 2014
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 644,763,730.00 162,698,555.65 (8,977,146.43) 2,219,777.52 520,074,434.56 2,794,519,480.29 - 760,300,768.84 4,875,599,600.43 644,763,730.00 166,143,555.65 - 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
Add: Changes in accounting policies - - - - - - - - - - (3,445,000.00) (10,267,569.50) - - - 13,712,569.50 - -
Corrections of prior period errors - - - - - - - - - - - - - - - - - -
Others - - - - - - - - - - - - - - - - - -
II. Opening 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
III. Changes for the year - 2,866,183.50 1,087,500.00 1,499,978.06 - 318,848,043.90 - 29,409,124.23 353,710,829.69 - - 1,290,423.07 25,599.12 36,388,726.04 129,747,690.59 - (19,929,020.26) 147,523,418.56
(I) Total comprehensive income - - 1,087,500.00 - - 527,751,492.42 - 124,966,166.19 653,805,158.61 - - 1,290,423.07 - - 417,594,271.33 - 112,196,228.61 531,080,923.01
(II) Owners’ contributions and reduction in
- - - - - - - - - - - - - - - - - -
capital
1. Capital contribution from shareholders - - - - - - - - - - - - - - - - - -
2. Share-based payment recognised in
- - - - - - - - - - - - - - - - - -
shareholders' equity
3. Others - - - - - - - - - - - - - - - - - -
(III) Profit distribution - - - - - (208,903,448.52) - (95,620,966.90) (304,524,415.42) - - - - 36,388,726.04 (287,846,580.74) - (132,168,078.54) (383,625,933.24)
1. Transfer to surplus reserve - - - - - - - - - - - - - 36,388,726.04 (36,388,726.04) - - -
2. Transfer to general reserve - - - - - - - - - - - - - - - - - -
3. Distributions to shareholders - - - - - (208,903,448.52) - (95,620,966.90) (304,524,415.42) - - - - - (251,457,854.70) - (132,168,078.54) (383,625,933.24)
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 - - - 1,499,978.06 - - - 63,924.94 1,563,903.00 - - - 25,599.12 - - - 42,829.67 68,428.79
1. Withdrawn in the period - - - 15,469,088.96 - - - 4,006,535.25 19,475,624.21 - - - 15,335,522.96 - - - 4,177,359.95 19,512,882.91
2. Utilized in the period - - - (13,969,110.90) - - - (3,942,610.31) (17,911,721.21) - - - (15,309,923.84) - - - (4,134,530.28) (19,444,454.12)
(VI) Others - 2,866,183.50 - - - - - - 2,866,183.50 - - - - - - - - -
IV. Closing balance of the year 644,763,730.00 165,564,739.15 (7,889,646.43) 3,719,755.58 520,074,434.56 3,113,367,524.19 - 789,709,893.07 5,229,310,430.12 644,763,730.00 162,698,555.65 (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
The accompanying notes form part of the financial statements.
-9-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2015
Statement of Changes in Shareholders' Equity of the Company
Unit: RMB
2015 2014
Other Total Other Total
Capital comprehensive Special Surplus Unappropriated shareholders' comprehensive Unappropriated shareholders'
ITEM Share capital reserve income reserve reserve profit equity Share capital Capital reserve income Special reserve Surplus reserve profit equity
I. Closing balance of the preceding year 644,763,730.00 204,296,719.24 4,735,000.00 - 520,074,434.56 648,306,530.85 2,022,176,414.65 644,763,730.00 153,355,827.18 - 120,437.30 483,685,708.52 667,999,192.32 1,949,924,895.32
Add: Changes in accounting policies - - - - - - - - (3,445,000.00) 3,445,000.00 - - - -
Corrections of prior period errors - - - - - - - - - - - - - -
Others - - - - - - - - - - - - - -
II. Opening balance of the year 644,763,730.00 204,296,719.24 4,735,000.00 - 520,074,434.56 648,306,530.85 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
III. Changes for the year - 34,746,714.30 1,087,500.00 1,465,450.61 - 55,337,767.20 92,637,432.11 - 54,385,892.06 1,290,000.00 (120,437.30) 36,388,726.04 (19,692,661.47) 72,251,519.33
(I) Total comprehensive income - - 1,087,500.00 - - 264,241,215.72 265,328,715.72 - - 1,290,000.00 - - 268,153,919.27 269,443,919.27
(II) Owners’ contributions and reduction
- - - - - - - - - - - - - -
in capital
1. Capital contribution from shareholders - - - - - - - - - - - - - -
2. Share-based payment recognised in
- - - - - - - - - - - - - -
shareholders' equity
3. Others - - - - - - - - - - - - - -
(III) Profit distribution - - - - - (208,903,448.52) (208,903,448.52) - - - - 36,388,726.04 (287,846,580.74) (251,457,854.70)
1. Transfer to surplus reserve - - - - - - - - - - - 36,388,726.04 (36,388,726.04) -
2. Transfer to general reserve - - - - - - - - - - - - - -
3. Distributions to shareholders - - - - - (208,903,448.52) (208,903,448.52) - - - - - (251,457,854.70) (251,457,854.70)
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 - - - 1,296,180.48 - - 1,296,180.48 - - - (120,437.30) - - (120,437.30)
1. Transfer to special reserve in the period - - - 2,927,499.53 - - 2,927,499.53 - - - 2,362,146.80 - - 2,362,146.80
2. Utilized in the period - - - (1,631,319.05) - - (1,631,319.05) - - - (2,482,584.10) - - (2,482,584.10)
(VI) Others - 34,746,714.30 - 169,270.13 - - 34,915,984.43 - 54,385,892.06 - - - - 54,385,892.06
IV. Closing balance of the year 644,763,730.00 239,043,433.54 5,822,500.00 1,465,450.61 520,074,434.56 703,644,298.05 2,114,813,846.76 644,763,730.00 204,296,719.24 4,735,000.00 - 520,074,434.56 648,306,530.85 2,022,176,414.65
The accompanying notes form part of the financial statements.
- 10 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(I) GENERAL INFORMATION OF THE COMPANY
Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the "Company") was a
stock limited company incorporated on 16 January 1993.
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
other services.
The company's and consolidated financial statements have been approved by the Board of
Directors on 24th March 2016.
The scope of consolidated financial statements in the current period involves 10 subsidiaries. See
Note (VII) "Equity in other entities" for details. Absorption merger made by the company lessen
the scope of consolidated financial statements. See Note (VI) "Changes in 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.
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.
- 11 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(II) BASIS OF PREPARATION OF FINANCIAL STATEMENTS - continueed
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 2015. 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) 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.Statement of compliance with the ASBE
The financial statements of the Company have been prepared in accordance with ASBE, and present truly and
completely, the Company's and consolidated financial position as of 31 December 2015, and the Company's and
consolidated results of operations and cash flows for the year then ended.
2. Accounting period
The Group has adopted the calendar year as its accounting year, e.g. from 1 January to 31
December.
3. 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.
4. Functional currency
Renminbi ("RMB") is the currency of the primary economic environment in which the Company
and its subsidiaries operate. Therefore, the Company and its subsidiaries choose RMB as their
functional currency. The Group adopts RMB to prepare its financial statements.
- 12 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
5. 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.
5.1 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.
5.2 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.
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 acquire. 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 at the acquisition date of the acquirer's previously held interest in
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.
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.
- 13 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
5. The accounting treatment of business combinations involving or not involving enterprises
under common control - continued
5.2 Business combinations not involving enterprises under common control and goodwill -
continued
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.
6. 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.
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.
- 14 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
6. Preparation of consolidated financial statements - continued
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.
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.
- 15 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
7.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(III) 13.3.2 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.
8. 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.
9. Foreign currency transactions
9.1 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.
- 16 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Foreign currency transactions
9.1 Transactions denominated in foreign currencies - continued
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.
10. 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.
10.1 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.
10.2 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.
- 17 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.2 Classification, recognition and measurement of financial assets - continued
10.2.1 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.
10.2.2 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.
- 18 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.2 Classification, recognition and measurement of financial assets - continued
10.2.3 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.
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.
10.2.4 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.
10.3 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.
- 19 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.3 Impairment of financial assets - continued
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;
(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.
- 20 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.3 Impairment of financial assets - continued
- Impairment of financial assets measured at amortized cost - continued
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.
- 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.
- 21 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.4 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.
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
10.5 Classification, recognition and measurement 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.
- 22 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.5.1 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.
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.
10.5.2 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.
- 23 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.5 Classification and recognition of financial liabilities - continued
10.5.3 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.
10.6 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.
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.
10.7 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.
10.8 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.
- 24 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
11. Receivables
11.1 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 individually significant
determining individually significant receivables by the Group.
receivables
For receivables that are individually significant, the Group assesses the
Provision methods for receivables that receivables individually for impairment; for a financial asset that is not
are individually significant and for impaired individually, the Group includes the asset in a group of
financial assets with similar credit risk characteristics and collectively
which bad debt provision is assesses them for impairment. Receivables for which an impairment
individually assessed loss is individually recognized are not included in a collective
assessment of impairment.
11.2 Receivables for which bad debt provision is collectively assessed on a credit risk portfolio
basis
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 for Provision proportion for
Aging accounts receivable (%) other receivables (%)
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
11.3 Accounts receivable that are not individually significant but for which individual bad debt
provision is individually assessed:
Reasons for making individual bad debt provision As objective evidence indicates the Group is unable to
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.
- 25 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
12. Inventories
12.1 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.
12.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method.
12.3 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.
12.4 Inventory count system
The perpetual inventory system is maintained for stock system.
12.5 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.
- 26 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
13. Long-term equity investments
13.1 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.
13.2 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.
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.
- 27 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
13. Long-term equity investments - continued
13.3 Subsequent measurement and recognition of profit or loss
13.3.1 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.
13.3.2 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.
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.
- 28 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
13. Long-term equity investments - continued
13.3 Subsequent measurement and recognition of profit or loss - continued
13.3.2 A long-term equity investment accounted for using the equity method - continued
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.
13.4 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.
14. 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.
- 29 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
14. Investment properties - continued
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.
15. Fixed assets
15.1 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.
15.2 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 tugboats 5 - 20 years 10% 4.5%-18%
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.
- 30 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
15. Fixed assets - continued
15.3 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.
16. 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.
17. 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.
- 31 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
17. 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.
18. Intangible assets
Intangible assets include land use rights, sea area 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.
Residual
Category Amortization method Estimated useful lives(year) value (%)
Land use rights Straight-line method 20-50 -
Computer software Straight-line method 5 -
Sea area use rights Straight-line method 5-50 -
Coastal line use rights Straight-line method 41.9-44.3 -
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.
19. 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.
- 32 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
19. 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.
20. 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.
21. Employee benefits
21.1 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.
- 33 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
21、Employee benefits - continued
21.2 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.
21.3 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.
22. 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.
23. Revenue
23.1 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.
- 34 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
23. Revenue
23.2 Rental income - continued
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.
23.3 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.
24. 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.
24.1 The accounting treatment of government grants related to assets
A government grant, such as special funds for modern logistics project and special funds for
energy-saving and emission reduction of transportation, related to an asset is recognized as
deferred income, and evenly amortized to profit or loss over the useful life of the related asset.
24.2 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, such as financial support funds of business tax converted to VAT
and reward for energy saving, 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.
25. Deferred tax assets/ deferred tax liabilities
The income tax expenses include current income tax and deferred income tax.
25.1 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.
- 35 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
25. Deferred tax assets/ deferred tax liabilities - continued
25.2 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.
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.
- 36 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
25. Deferred tax assets/ deferred tax liabilities - continued
25.3 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.
26. 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.
26.1 The accounting treatment of operating leases
26.1.1 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.
26.1.2 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.
- 37 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
27. 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.
28. 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 (III), 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.
- 38 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
28. Critical judgments in applying accounting policies and key assumptions and
uncertainties in accounting estimates - continued
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.
(IV) 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 surcharges VAT and Business tax paid 3%
Regional education surcharges 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 16.50%
Chiwan Shipping (HK) Company Limited 16.50%
Xuanyun Development Company Limited 16.50%
- 39 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(IV) 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 Tugboat 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 subject to tax
preference of "3-year exemption followed by 3-year half reduction" commencing from 2010.
2015 is its third year with tax preference of half reduction; hence, DGW has calculated its income
tax at a rate of 12.5% (2014: 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 subject to tax
preference of "3-year exemption followed by 3-year half reduction" commencing from 2014.
DGT is exempted from income tax in 2015 (2014: exempted from enterprise income tax).
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, are 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. 2015 is the
fourth profit-making year of berth #13A; hence, the tax rate of 12.5% was adopted to calculate its
enterprise income tax. (2014:exempted from enterprise income tax).
According to the joint verification by Science and Technology Innovation Commission of
Shenzhen Municipality, Finance Commission of Shenzhen Municipality, Shenzhen Provincial
Office, SAT and Shenzhen Local Taxation Bureau , the DGT, a subsidiary of the Group, is a high-
tech enterprise, subject to tax preference of 3-year enterprise income tax rate of 15%
commencing in 2014. Hence, Chiwan Container Terminal Company Limited has calculated its
income tax at a rate of 15% in 2015 (2014: 15%).
- 40 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Cash and bank balances
Unit: RMB
Item Closing balance Opening balance
Cash:
RMB 24,361.90 9,981.65
USD 461.05 434.45
HKD 3,824.97 776.04
Subtotal 28,647.92 11,192.14
Bank deposit:
RMB 409,906,378.32 330,799,996.02
USD 164,610,997.05 41,390,267.99
HKD 108,138,907.80 93,997,685.60
Subtotal 682,656,283.17 466,187,949.61
Other cash and bank balances
(Note)
RMB 453,192.57 2,436,344.72
USD - -
HKD - -
Subtotal 453,192.57 2,436,344.72
Total 683,138,123.66 468,635,486.47
Including: The total amount of funds deposited in overseas 88,863,245.66 76,729,803.80
Note: The balance of other cash and bank balances 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 3,327,000.00 2,500,000.00
Note: No notes receivable pledged, endorsed or discounted at the year end.
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 12,418,434.10 6.56 - - 12,418,434.10 9,713,134.41 4.76 - - 9,713,134.41
Portfolio 2 176,789,459.38 93.44 191,328.62 0.11 176,598,130.76 194,290,803.68 95.24 361,993.47 0.19 193,928,810.21
Subtotal of portfolios 189,207,893.48 100.00 191,328.62 0.10 189,016,564.86 204,003,938.09 100.00 361,993.47 0.18 203,641,944.62
Accounts receivable that are not individually
significant but for which bad debt provision has - - - - - - - - - -
been assessed individually
Total 189,207,893.48 100.00 191,328.62 0.10 189,016,564.86 204,003,938.09 100.00 361,993.47 0.18 203,641,944.62
- 41 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) 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
Carrying Bad debt Proportion Carrying Bad debt Proportion
Aging amount provision (%) Book value amount provision (%) Book value
Within 1 year 176,739,529.67 142,974.91 0.08 176,596,554.76 193,242,566.45 109,535.22 0.06 193,133,031.23
More than 1 year but not
1,970.00 394.00 20.00 1,576.00 964,041.23 192,808.25 20.00 771,232.98
exceeding 2 years
More than 2 years but not
- - - - 49,092.00 24,546.00 50.00 24,546.00
exceeding 3 years
More than 3 years 47,959.71 47,959.71 100.00 - 35,104.00 35,104.00 100.00 -
Total 176,789,459.38 191,328.62 0.11 176,598,130.76 194,290,803.68 361,993.47 0.19 193,928,810.21
(2) Bad debt provision, reversal and written-off
Unit: RMB
bad debt Decrease
Item Opening balance provision Reversal Write-off Closing balance
Accounts receivable 361,993.47 271,255.83 441,920.68 - 191,328.62
(3) There are no accounts receivables that have been written off during the year.
(4) Top five balances of accounts receivable classified by debtor:
Unit: RMB
Proportion of the
amount to the
Relationship with total accounts
Name of customer the Company Amount receivable (%) Bad debt provision
Customer A Customer 64,373,406.41 34.02 83,360.40
Customer B Customer 15,126,076.63 7.99 -
Customer C Customer 9,738,100.41 5.15 -
Customer D Customer 9,466,851.48 5.00 358.89
Customer E Customer 5,179,415.33 2.74 -
Total 103,883,850.26 54.90 83,719.29
4. Prepayments
(1) Prepayments presented by aging
Unit: RMB
Closing balance Opening balance
Aging Amount Proportion (%) Amount Proportion (%)
Within 1 year 2,503,775.41 93.47 1,884,932.73 94.96
More than 1 year
175,000.00 6.53 100,000.00 5.04
but not exceeding 2 years
Total 2,678,775.41 100.00 1,984,932.73 100.00
- 42 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Prepayments - continued
(2) Top five balances of prepayments classified by entities
Unit: RMB
Proportion of
the closing
balance to the
total
Relationship with prepayments
Entities the Company Closing balance (%)
The People's Insurance Company(Group) of China Limited. Supplier 1,094,687.12 40.87
China Life Insurance Company Limited Shenzhen Branch Supplier 329,916.68 12.32
Shenzhen Shekou Chiwan Port Machinery
Supplier 225,000.00 8.40
Company Limited.
China continent property&casualty insurance company Supplier 217,550.77 8.12
Shenzhen Shen Rong plastic products Company Limited. Supplier 182,400.00 6.81
Total 2,049,554.57 76.51
(3) The Group has no significant aging over one year prepayment.
5. Interest receivable
(1) Interest receivable
Unit: RMB
Category Closing balance Opening balance
Fixed term deposit 72,773.05 183,213.50
(2) The Group has no significant overdue interest.
6. Dividends receivable
(1) Dividends receivable
Unit: RMB
Impairment
Opening Closing appeared or
Item balance Increase Decrease balance not
China Overseas Harbor Affairs
- 30,785,676.52 30,785,676.52 - No
(Laizhou) Co., Ltd.
China Ocean Shipping Agency
- 3,221,220.00 3,221,220.00 - No
(Shenzhen) Company Limited
China Merchants
Holdings(International) Information - 2,778,004.73 2,778,004.73 - No
Technology
Jiang Su Ninghu Expressway
- 380,000.00 380,000.00 - No
Company Limited
Total - 37,164,901.25 37,164,901.25 -
(2) The Group has no dividends receivable aging more than one year.
- 43 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
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
12,390,252.83 80.02 100,000.00 0.81 12,290,252.83 25,553,830.02 59.68 100,000.00 0.39 25,453,830.02
Portfolio 2
3,094,402.45 19.98 475,906.84 15.38 2,618,495.61 17,261,884.10 40.32 394,711.39 2.29 16,867,172.71
Subtotal of portfolios
15,484,655.28 100.00 575,906.84 3.72 14,908,748.44 42,815,714.12 100.00 494,711.39 1.16 42,321,002.73
Other receivables that are not individually
significant but for which bad debt provision - - - - - - - - - -
has been assessed individually
Total
15,484,655.28 100.00 575,906.84 3.72 14,908,748.44 42,815,714.12 100.00 494,711.39 1.16 42,321,002.73
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
Aging amount provision (%) Book value amount provision (%) Book value
Within 1 year 2,622,437.97 10,265.61 0.39 2,612,172.36 16,789,909.62 9,035.49 0.05 16,780,874.13
More than 1 year
2,600.00 520.00 20.00 2,080.00 11,096.50 2,219.30 20.00 8,877.20
but not exceeding 2 years
More than 2 years
8,486.50 4,243.25 50.00 4,243.25 - - - -
but not exceeding 3 years
More than 3 years 460,877.98 460,877.98 100.00 - 460,877.98 383,456.60 83.20 77,421.38
Total 3,094,402.45 475,906.84 15.38 2,618,495.61 17,261,884.10 394,711.39 2.29 16,867,172.71
(2) 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 494,711.39 125,761.99 44,566.54 - - 575,906.84
(3) Other receivable has not been written off during the year.
(4) Disclosure of other receivables by nature
Unit: RMB
Item Closing balance Opening balance
Temporary payments 4,789,080.04 21,840,184.60
Deposits 4,469,460.16 6,363,552.37
Others 6,226,115.08 14,611,977.15
Total 15,484,655.28 42,815,714.12
- 44 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
(5) Top five balances of other receivables classified by creditors
Unit: RMB
Proportion of the
amount to the total
accounts receivable
Name of company Nature of the fund Amount Aging (%) Bad debt provision
Shenzhen Mawan Temporary payments from
1,934,775.73 Within one year 12.49 -
Terminals Co., Ltd. related parties
China Merchants Bonded
Temporary payments from
Logistics Co., 1,868,304.61 Within one year 12.07 -
related parties
Ltd.("CMBL")
Shekou Container Temporary payments from
1,245,976.00 Within one year 8.05 -
Terminal Co., Ltd related parties
China Nanshan More than 1 year
Development (Group) Temporary payments from but not exceeding 2
1,054,300.09 6.81 -
Incorporation ("Nanshan related parties years and more than
Group") 3 years
Shenzhen Mawan Port Temporary payments from
985,340.31 Within one year 6.36 -
Co., Ltd.("SMP") related parties
Total 7,088,696.74 45.78 -
8. Inventories
(1) Categories of inventories
Unit: RMB
2015 2014
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 17,569,310.18 972,744.93 16,596,565.25 18,866,392.87 972,744.93 17,893,647.94
Fuel 703,742.41 - 703,742.41 1,196,520.67 - 1,196,520.67
Total 18,273,052.59 972,744.93 17,300,307.66 20,062,913.54 972,744.93 19,090,168.61
(2) Provision for decline in value of inventories
Unit: RMB
Decrease
Item Opening balance Increase Reversal Write-off Closing balance
Spare parts 972,744.93 - - - 972,744.93
9、Other current assets
Unit: RMB
Item Closing balance Opening balance
Added-value tax to be certified and deducted 12,889,208.71 16,893,412.98
- 45 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
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
25,787,500.00 3,128,300.00 22,659,200.00 24,337,500.00 3,128,300.00 21,209,200.00
equity instruments
Measured at fair value 8,750,000.00 - 8,750,000.00 7,300,000.00 - 7,300,000.00
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 25,787,500.00 3,128,300.00 22,659,200.00 24,337,500.00 3,128,300.00 21,209,200.00
(2) Available-for-sale financial assets measured at fair value at the end of the year
Unit: RMB
Classification of available-for-sale financial assets Available-for-sale equity instruments
Cost of equity instruments 1,120,000.00
Fair value 8,750,000.00
Accumulated amount of changes in fair value included in the other
7,630,000.00
comprehensive income
Provision amount for impairment -
Note: The available-for-sale financial assets held by the Company represent the circulating shares
of Jiang Su Ninghu Expressway Company Ltd at the end of the year.
(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
27,500.00 - - 27,500.00 10,500.00 - - 10,500.00 0.02 -
Group Company Limited
China Ocean Shipping
Agency (Shenzhen) 13,510,000.00 - - 13,510,000.00 - - - - 15.00 3,221,220.00
Company Limited
Total 17,037,500.00 - - 17,037,500.00 3,128,300.00 - - 3,128,300.00 3,221,220.00
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
Category Available-for-sale equity 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
- 46 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
11. Long-term equity investments
Unit: RMB
Changes
Investment profit Reconciling items from Cash dividends or Closing value
Accounting or loss under equity other comprehensive Other equity profits announced of Provision for of provision
Investee method Investment cost Opening balance Increase Decrease method income movements issuance impairment Others Closing balance for impairment
I. Joint ventures
China Overseas Harbor Affairs (Laizhou) Co., Ltd.(Note 1) Equity method 749,655,300.00 761,613,322.04 - - 40,102,679.54 - - 30,785,676.52 - - 770,930,325.06 -
II. Associates
China Merchants Holdings (International) Information Technology
Equity method 1,875,000.00 14,654,011.40 - - 957,851.28 - - 2,778,004.73 - - 12,833,857.95 -
Company Ltd.
CMBL Equity method 280,000,000.00 312,082,144.78 - - 11,714,735.38 - 2,866,183.50 - - - 326,663,063.66 -
MediaPortInvestmentsLimited("MPIL") (Note 2) Equity method 139,932.00 299,788,762.52 - - 36,808,965.97 - - - - - 336,597,728.49 -
China Development Finance Co., Ltd.(note 3) Equity method 100,000,000.00 105,202,034.31 - 110,955,345.27 5,753,310.96 - - - - - - -
Subtotal 382,014,932.00 731,726,953.01 - 110,955,345.27 55,234,863.59 - 2,866,183.50 2,778,004.73 - - 676,094,650.10 -
Total 1,131,670,232.00 1,493,340,275.05 - 110,955,345.27 95,337,543.13 - 2,866,183.50 33,563,681.25 - - 1,447,024,975.16 -
Note 1: The Company holds 40% equity interests in China Overseas Harbor Affairs (Laizhou) Co., Ltd. (hereinafter "COHA (Laizhou)"). According
to its articles of incorporation, significant matters such as operating decisions can be passed only when jointly 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 Shenzhen Mawan Wharf Co.,
Ltd.("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.
Note 3: On 30 November 2015, the Company and Nanshan Group entered into an agreement called "Equity Transfer Contract", to transfer the
Company's 20% equity interests in the China Development Finance Co., Ltd at RMB 112,900,000.00, the relevant procedures of which are
under going.
- 47 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) 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 3,548,533.09 21,438,400.00 47,138,271.09
1. Buildings 33,519,173.00 3,548,533.09 20,013,200.00 17,054,506.09
2. Land use right 31,508,965.00 - 1,425,200.00 30,083,765.00
II. Total accumulated depreciation
33,996,198.55 1,402,627.37 15,008,350.21 20,390,475.71
and amortization
1. Buildings 18,496,095.59 842,307.30 13,583,150.21 5,755,252.68
2. Land use right 15,500,102.96 560,320.07 1,425,200.00 14,635,223.03
III. Total net book value of investment
31,031,939.45 26,747,795.38
property
1. Buildings 15,023,077.41 11,299,253.41
2. Land use right 16,008,862.04 15,448,541.97
IV. Total accumulated amount of
provision for impairment losses of - - - -
investment property
1. Buildings - - - -
2. Land use right - - - -
V. Total carrying value of
31,031,939.45 26,747,795.38
investment property
1. Buildings 15,023,077.41 11,299,253.41
2. Land use right 16,008,862.04 15,448,541.97
Note: Depreciation and amortization for the current period is RMB1,178,498.38.
(2) Investment properties without ownership certificates
As of 31 December 2015, the Group has not obtained any ownership certificates of investment
properties. For buildings located within the scope of Chiwan watershed with net book value of
RMB23,465,273.31 (original carrying amount: RMB43,589,738.00), the underlying reasons and
management's resolutions for obtaining certificates of title are set out in Note (V) 15, and the rest
certificates of title are under the process of application.
- 48 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) 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 5,456,487,930.26 117,795,338.62 52,865,995.05 5,521,417,273.83
Including: Port and terminal facilities 1,964,933,409.57 36,271,746.33 9,971,691.84 1,991,233,464.06
Container yards and buildings 1,015,842,646.42 50,652,733.88 4,438,607.62 1,062,056,772.68
Mechanical equipment 2,053,341,346.04 21,304,993.04 3,814,771.59 2,070,831,567.49
Motor vehicles, cargo ships
299,281,377.32 5,089,108.31 18,200,248.15 286,170,237.48
and tugboats
Other equipment 123,089,150.91 4,476,757.06 16,440,675.85 111,125,232.12
II. Total accumulated depreciation 2,075,949,277.19 211,170,403.17 36,302,839.57 2,250,816,840.79
Including: Port and terminal facilities 388,113,614.13 51,260,518.35 3,186,462.10 436,187,670.38
Container yards and buildings 234,896,097.66 26,096,952.44 229,798.97 260,763,251.13
Mechanical equipment 1,207,206,921.85 112,815,046.76 2,172,311.52 1,317,849,657.09
Motor vehicles, cargo ships
155,607,578.23 13,598,903.71 15,919,688.55 153,286,793.39
and tugboats
Other equipment 90,125,065.32 7,398,981.91 14,794,578.43 82,729,468.80
III. Total net book value of fixed assets 3,380,538,653.07 3,270,600,433.04
Including: Port and terminal facilities 1,576,819,795.44 1,555,045,793.68
Container yards and buildings 780,946,548.76 801,293,521.55
Mechanical equipment 846,134,424.19 752,981,910.40
Motor vehicles, cargo ships
143,673,799.09 132,883,444.09
and tugboats
Other equipment 32,964,085.59 28,395,763.32
IV. Total provision for impairment losses 60,695,381.41 - 3,275,912.45 57,419,468.96
Including: Port and terminal facilities 7,537,511.93 - 3,275,912.45 4,261,599.48
Container yards and buildings 53,157,869.48 - - 53,157,869.48
Mechanical equipment - - - -
Motor vehicles, cargo ships
- - - -
and tugboats
Other equipment - - - -
V. Total carrying value of fixed assets 3,319,843,271.66 3,213,180,964.08
Including: Port and terminal facilities 1,569,282,283.51 1,550,784,194.20
Container yards and buildings 727,788,679.28 748,135,652.07
Mechanical equipment 846,134,424.19 752,981,910.40
Motor vehicles, cargo ships
143,673,799.09 132,883,444.09
and tugboats
Other equipment 32,964,085.59 28,395,763.32
Note 1: The increase of total original carrying amount for current period consists of new
acquisition of RMB12,034,855.15, an increase of RMB20,013,200.00 transferred from
investment properties,and an increase of RMB82,246,926.23 of amount transferred from
construction in progress. The decrease of total original carrying amount for current period
consists of a decrease of RMB45,583,133.55 resulting from disposal of fixed assets.
- 49 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Fixed assets - continued
Note 2: The increase in accumulated depreciation for current period consists of charge for the
current year of RMB197,385,401.36. The decrease in accumulated depreciation for
current period consists of a decrease of RMB35,876,164.91 resulting from disposal of
fixed assets .
Note 3: The decrease in provision for impairment loss for current period consists of a decrease
resulting from disposal of fixed assets of RMB3,275,912.45.
Note 4: As of 31 December 2015, the Group has no fixed assets that used as collateral.
Note 5: As of 31 December 2015, the certificates of title for the Group's buildings with a net book
value of RMB325,474,741.67 (total original carrying amount: RMB439,884,369.96)
have not yet been obtained. For buildings located within the scope of Chiwan watershed
with net book value of RMB30,844,993.13 (original carrying amount:
RMB119,204,302.62), the underlying reasons and management's solutions for obtaining
certificates of title are set out in Note (V) 15, and the rest certificates of title are under the
process of application.
(2) Other issues
Unit: RMB
Item Amount Note
The original amounts of fixed assets fully depreciated but still
628,014,319.05
in use at 31 December 2015
Closing original amount of temporary idle fixed assets -
Fixed assets disposed or retired in the current year
Original amount of fixed assets disposed or retired
45,583,133.55
in the current year
Net book value of fixed assets disposed or retired
6,431,056.19
in the current year
Gain or loss on disposal or retire of fixed assets 2,948,935.99
14. Construction in progress
(1) Details of construction in progress are as follows:
Unit: RMB
Closing Balance Opening Balance
Provision for Provision for
Item Carrying amount impairment Book value Carrying amount impairment Book value
Relavent construction work
of 50.86 meters coastline, 4,994,656.36 - 4,994,656.36 4,968,524.28 - 4,968,524.28
Machong Port
Supporting equipment & facilities
renovation project, 4,802,731.27 - 4,802,731.27 736,933.56 - 736,933.56
Chiwan Port terminal
Bulk grain warehouses
2,526,814.00 - 2,526,814.00 - - -
Phase II,Machong Port
Technological transformation of
1,447,719.40 - 1,447,719.40 - - -
Berth 7# , Chiwan Port
Warehouse Engineering
- - - 14,216,401.54 - 14,216,401.54
Mechanization
Refrigerated Field, Chiwan Port - - - 2,991,251.98 - 2,991,251.98
Supporting equipment &
facilities construction of - - - 734,588.23 - 734,588.23
Machong Port terminal
Others 8,450,163.75 - 8,450,163.75 10,934,669.86 - 10,934,669.86
Total 22,222,084.78 - 22,222,084.78 34,582,369.45 - 34,582,369.45
- 50 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) 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 Interest
accumulated Amount of Including: capitalisation
Transfer to fixed Decrease in construction accumulated capitalised rate for the
Budget Opening Increase in the and intangible the current investment in Construction capitalised interest for the currentperiod
Item amount balance current period assets period Closing balance budget progress interest current period (%) Capital source
Relavent construction work of 50.86 meters
8,819,228.91 4,968,524.28 26,132.08 - - 4,994,656.36 56.63% 56.63% - - - Self-funding
coastline, Machong Port
Supporting equipment & facilities
30,500,000.00 736,933.56 6,454,346.97 2,388,549.26 - 4,802,731.27 23.58% 23.58% - - - Self-funding
renovation project, Chiwan Port terminal
Bulk grain warehouses Phase II,
320,000,000.00 - 2,526,814.00 - - 2,526,814.00 0.79% 0.79% - - - Self-funding
Machong Port
Technological transformation of
29,500,000.00 - 1,447,719.40 - - 1,447,719.40 4.91% 4.91% - - - Self-funding
Berth 7# , Chiwan Port
Self-funding and
Warehouse Engineering Mechanization 47,102,140.74 14,216,401.54 32,012,033.14 46,228,434.68 - - 98.15% 100.00% 215,749.26 212,638.15 4.83%
loan
Refrigerated Field, Chiwan Port 7,600,000.00 2,991,251.98 476,330.00 3,467,581.98 - - 45.63% 100.00% - - - Self-funding
Supporting equipment & facilities
21,289,848.39 734,588.23 18,857,439.65 19,592,027.88 - - 92.03% 100.00% - - - Self-funding
construction of Machong Port terminal
Self-funding and
Others 43,678,892.14 10,934,669.86 12,062,221.19 10,570,332.43 3,976,394.87 8,450,163.75 52.65% 52.65% 64,245.14 - -
loan
Total 508,490,110.18 34,582,369.45 73,863,036.43 82,246,926.23 3,976,394.87 22,222,084.78 279,994.40 212,638.15
- 51 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) 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 1,507,125,392.66 136,340,327.17 40,201,018.00 1,603,264,701.83
Land use rights - prepaid under lease (Note 2) 1,237,013,503.76 - 38,022,600.00 1,198,990,903.76
Land use rights - prepaid under investment (Note 2) 122,623,476.00 - - 122,623,476.00
Land use rights - purchased 41,150,418.28 75,552,094.31 - 116,702,512.59
Computer software 33,451,857.62 788,232.86 2,178,418.00 32,061,672.48
Sea area use rights 72,886,137.00 - - 72,886,137.00
Coast line use rights - 60,000,000.00 - 60,000,000.00
II. Total accumulated amortization 557,103,807.56 39,465,290.29 40,201,018.00 556,368,079.85
Land use rights - prepaid under lease (Note 2) 467,553,650.97 30,289,914.76 38,022,600.00 459,820,965.73
Land use rights - prepaid under investment (Note 2) 54,976,191.74 2,452,469.52 - 57,428,661.26
Land use rights - purchased 4,089,392.68 2,386,226.16 - 6,475,618.84
Computer software 22,589,134.97 1,720,198.60 2,178,418.00 22,130,915.57
Sea area use rights 7,895,437.20 1,460,213.95 - 9,355,651.15
Coast line use rights - 1,156,267.30 - 1,156,267.30
III.Total net carrying amount of intangible assets 950,021,585.10 1,046,896,621.98
Land use rights - prepaid under lease (Note 2) 769,459,852.79 739,169,938.03
Land use rights - prepaid under investment (Note 2) 67,647,284.26 65,194,814.74
Land use rights - purchased 37,061,025.60 110,226,893.75
Computer software 10,862,722.65 9,930,756.91
Sea area use rights 64,990,699.80 63,530,485.85
Coast line use rights - 58,843,732.70
IV.Total provision for impairment - - - -
Land use rights - prepaid under lease - - - -
Land use rights - prepaid under investment - - - -
Land use rights - purchased - - - -
Computer software - - - -
Sea area use rights - - - -
Coast line use rights - - - -
V.Total carrying value of intangible assets 950,021,585.10 1,046,896,621.98
Land use rights - prepaid under lease (Note 2) 769,459,852.79 739,169,938.03
Land use rights - prepaid under investment (Note 2) 67,647,284.26 65,194,814.74
Land use rights - purchased 37,061,025.60 110,226,893.75
Computer software 10,862,722.65 9,930,756.91
Sea area use rights 64,990,699.80 63,530,485.85
Coast line use rights - 58,843,732.70
Note 1: The amortization for the current period is RMB39,465,290.29.
- 52 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
15. Intangible assets - continued
Note 2: The Group has obtained the land use right for berth and container yard located in Chiwan
watershed area with original amount of RMB1,400,288,984.00 from Nanshan Group. The
tenure ranging between 20 - 50 years. The land with a total area of 1,049,946.00 square
meters consists of an area 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.
The land use rights for the plot of 270,692 sq. meters (original amount:
RMB122,623,476.00) was contributed by Nanshan Group as capital injection at corporate
restructuring of the Company. The rest land use rights were obtained from Nanshan Group
by long-term leasing.
Since Nanshan Group has yet obtained official certificates of land use rights for the above
lands so far, the Group has no certificates of title for relevant land and buildings either.
On 20 March 2001, 18 June 2003 and 29 September 2004, Nanshan Group made
commitments on all the land use rights obtained by the Group from it as of the
commitment date respectively: Nanshan Group has no right to withdraw the commitment
and will unconditionally consent that, if the Group suffers loss, bears expense and liability,
is claimed for compensation or runs into lawsuit, for any actually or potentially illegal and
non-executable issues arising from land use right agreements and their relevant documents
which signed or will be signed by the Group, Nanshan Group guarantees that the acquiring
party and its inheritor of those land use right will be fully exempted from above issues.
Hence, directors of the Company believe there is no significant impairment risk in respect
of the absence of land use right certificate and no significant contingent liability.
The management notes that Nanshan Group is positively approaching relevant government
authorities to solve the above historical land problem; however, it cannot predict the exact
time to obtain legal certificates of title for above land and relevant building property
ownership certificates.
As of 31 December 2015, lease agreements for land use rights with total original carrying
amount of RMB99,320,299.24 mentioned above have expired. The underlying land with
an area of 146,613.00 m2 consists of: a returned cultivated land of Chiwan Village with an
area of 9,897.70 m2 (original carrying amount: RMB7,918,160.00) being returned to
Shenzhen Chiwan Shekou Industrial Co., Ltd; 8 # storeroom with an area of 6,118.50 m2
not being renewal any more, and the remaining land being subject to renewal, but the
renewal of land contracts for the remaining land are under way.
- 53 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
16. Goodwill
Unit: RMB
Increase for the Decrease for the
Investee Opening balance current period current period 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 in prior years, 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 performance and
development forecast of the Company, the management holds the opinion that these is no
need to allocate impairment to goodwill arising from the investment of Chiwan Container
Terminal Company Limited.
17. Long-term prepaid expenses
Unit: RMB
Residual
useful
Item Opening balance Increase Amortization Other decreases Closing balance Original Cost life
Construction expenditure of
56,543,474.43 2,477,200.00 2,074,596.99 - 56,946,077.44 71,991,655.56 27 years
Tonggu sea-route (Note )
Golf membership 1,243,731.62 - 173,499.09 774,500.00 295,732.53 1,696,049.00 1-6 years
Building decoration 290,039.80 - 290,039.80 - - 2,214,040.47 0 year
Total 58,077,245.85 2,477,200.00 2,538,135.88 774,500.00 57,241,809.97 75,901,745.03
Note 1: In 2007, Shenzhen municipal government launched 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 ("Connecting Sea Route"). In
compliance with the government resolution, 60% of dredging expenditure would be born
by the investee companies while the remaining 40% born by the government. 35% of
the expenditure born by the investee companies was assumed by the port operators in
Western Shenzhen port , and the allocation portion to each operator was determined on
the basis of function, waterfront length, and berthing ship of each port operator. The
Tonggu sea route construction expenses allocated to the Group is amortized on a
straight-line basis over 35 years of the expected useful lives of Connecting Sea Route
starting from 2008 when the Tonggu Sea Route is put into use.
18. Deferred tax assets and deferred tax liabilities
(1) Deferred tax assets that are presented at the net amount without offsetting
Unit: RMB
Closing balance Opening balance
Deductible temporary Deductible temporary Deferred tax
Item differences Deferred tax assets differences assets
Deferred income 24,769,557.06 6,192,389.27 8,487,070.64 2,096,624.60
Organization costs 24,827,835.78 4,663,638.91 29,748,694.69 4,790,028.26
Provision for impairment losses of assets 1,256,892.70 199,181.44 62,141,374.60 15,527,259.00
Depreciation of fixed assets and amortization
186,560.41 46,640.12 151,714.27 37,928.57
of intangible assets
Accrued expenses - - 20,583,566.32 4,584,505.56
Others 959,082.56 172,471.08 24,138,134.95 3,019,120.93
Total 51,999,928.51 11,274,320.82 145,250,555.47 30,055,466.92
- 54 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
18. Deferred tax assets and deferred tax liabilities - continued
(2) Deferred tax liabilities that are presented at the net amount without offsetting
Unit: RMB
Closing balance Opening balance
Taxable temporary Taxable temporary
Item differences Deferred tax liabilities differences Deferred tax liabilities
Depreciation of fixed assets and
- - 12,454,428.92 3,113,607.20
amortization of intangible assets
Change in fair value of available-for-
7,630,000.00 1,907,500.00 6,180,000.00 1,545,000.00
sale financial assets
Total 7,630,000.00 1,907,500.00 18,634,428.92 4,658,607.20
(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
Item liabilities that are offset liabilities after offsetting liabilities that are offset liabilities after offsetting
Deferred tax assets - 11,274,320.82 3,113,607.20 26,941,859.72
Deferred tax liabilities - 1,907,500.00 3,113,607.20 1,545,000.00
(4) Details of unrecognized deferred tax assets
Unit: RMB
Item Closing balance Opening balance
Deductible temporary differences 109,232,919.91 83,413,757.90
Deductible losses 175,298,730.79 187,859,648.89
Total 284,531,650.70 271,273,406.79
Note: Deferred tax assets are not recognized for the above-mentioned deductible temporary
differences and deductible losses due to uncertainty whether sufficient taxable profits will
be available in the future.
(5) Deductible losses for unrecognized deferred tax assets will be expired in the following years
Unit: RMB
Year Closing balance Opening balance Note
2015 - 15,706,529.89
2016 16,885,955.11 16,885,955.11
2017 30,345,268.82 30,345,268.82
2018 75,300,266.59 75,300,266.59
2019 49,621,628.48 49,621,628.48
2020 3,145,611.79 -
Total 175,298,730.79 187,859,648.89
- 55 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
19. Other non-current assets
Unit: RMB
Item Closing balance Opening balance
Land Use Right (Note) 132,334,704.86 183,565,126.79
Coast Line Use Right (Note) - 48,187,500.00
Prepayments on construction - 2,914,766.80
Total 132,334,704.86 234,667,393.59
Note: On March and October 2006, November 2007 and September 2014, the Company entered
into Cooperation Framework Agreement on Usage of Coastline and Land for 2#- 5# Berth
at Machong Port in Dongguan and its supplementary agreements with Dongguan Humen
Port Administration Commission. The Company purchased use rights of coastline and land
with a total area of 800,000 square meters, including waters with depth of 700 meters from
the front of terminal, and coastline from berth 2# to berth 5# with a total length of 1,200
meters at Dongguan Machong Port at a consideration of RMB260,000,000. As the Group
has not obtained the use right certificates for the above land, the relevant prepayments were
therefore recognized as other non-current assets.
20. Short-term borrowings
Unit:RMB
Item Closing balance Opening balance
Credit loan (Note) 141,610,178.37 -
Note: The credit loan of HK$ 169,026,233.43 (RMB 141,610,178.37) borrowed from Tokyo
Mitsubishi UFJ Bank Shenzhen Branch by the Group's subsidiary, Chiwan Container Terminal
Co., Ltd, has a tendure from May 20, 2015 to May 20, 2016 with a floating borrowing rate of
Hibor + 1.8%.
21. Accounts payable
(1) Details of accounts payable
Unit: RMB
Item Closing balance Opening balance
Service 51,543,398.18 44,373,840.63
Material purchase 17,995,475.95 18,596,880.54
Rental 14,693,668.47 5,242,675.11
Construction 7,029,001.36 8,098,608.44
Equipment 192,294.70 1,135,848.41
Total 91,453,838.66 77,447,853.13
(2) There is no significant accounts payable agaed more than one year at the end of the year.
- 56 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
22. Receipts in advance
(1) Details of receipts in advance
Unit: RMB
Item Closing balance Opening balance
Service fee receipt in advance 40,504,130.84 31,818,775.21
23. Employee benefits payable
(1) Employee benefits payable
Unit:RMB
Increase for the Decrease for the
Item Opening balance current period current period Closing balance
I. Short-term benefits 69,425,249.36 307,563,482.28 299,904,069.01 77,084,662.63
II. Post-employment benefits - defined
- 33,304,915.84 33,304,915.84 -
contribution plans
III. Termination benefits - 7,458,821.45 7,458,821.45 -
Total 69,425,249.36 348,327,219.57 340,667,806.30 77,084,662.63
(2) Short-term benefits
Unit:RMB
Increase for the Decrease for the
Item Opening balance current period current period Closing balance
I. Wages and salaries, bonuses, allowances
56,438,493.07 255,097,992.18 247,327,048.84 64,209,436.41
and subsidies
II. Staff welfare - 13,714,438.04 13,714,438.04 -
III. Social insurance charges 535.54 8,758,709.45 8,758,709.45 535.54
Including:
- 6,901,210.88 6,901,210.88 -
Medical insurance
Work injury insurance 535.54 721,736.15 721,736.15 535.54
Maternity insurance - 1,135,762.42 1,135,762.42 -
IV. Housing funds - 15,774,161.55 15,774,161.55 -
V. Labor union and employee education funds 12,986,220.75 5,988,883.05 6,100,413.12 12,874,690.68
VI. Others - 8,229,298.01 8,229,298.01 -
Total 69,425,249.36 307,563,482.28 299,904,069.01 77,084,662.63
Note: There are no amounts in arrears under the employee benefits payable.
(3) Post-employement benefits - defined contribution plans
Unit: RMB
Increase for the Decrease for the
Item Opening balance current period current period Closing balance
I. Basic pension (Note 1) - 23,580,447.85 23,580,447.85 -
II. Unemployment insurance (Note 1) - 694,705.15 694,705.15 -
III. Enterprise annuity plan (Note 2) - 9,029,762.84 9,029,762.84 -
Total - 33,304,915.84 33,304,915.84 -
- 57 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
23. Employee benefits payable - continued
(3) Post-employement benefits - defined contribution plans - continued
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%
(1% for staffs in Dongguan City) respectively to such plans based on the employee's basic
salary each month.
During the year, the Group is obliged to contribute RMB 23,580,447.85 and RMB
694,705.15 respectively to the social security contributions and the unemployment
insurance plan (2014: RMB 21,685,912.46and RMB 669,708.99). As at 31 December
2015, 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 enterprise annuity plan of
Nanshan Group approved by Shenzhen municipal government. This supplementary
pension contributions were paid into a managed account through Nanshan Group.
24. Taxes payable
Unit: RMB
Item Opening balance Increase Decrease Closing balance
Enterprise income tax 30,086,957.65 56,986,095.19 70,995,086.80 16,077,966.04
Withholding tax (Note) 32,001,141.42 9,561,960.10 14,783,886.89 26,779,214.63
Business tax 491,213.54 3,802,842.35 4,106,510.30 187,545.59
Value-added-tax 2,980,055.19 24,035,124.32 25,058,131.12 1,957,048.39
Others 814,844.06 29,001,090.35 26,683,106.32 3,132,828.09
Total 66,374,211.86 123,387,112.31 141,626,721.43 48,134,602.74
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.
25. Interest payable
Unit: RMB
Item Closing balance Opening balance
Interest on corperate debentures 18,440,692.42 33,775,342.43
Interest on short-term borrowings 79,146.51 -
Total 18,519,838.93 33,775,342.43
- 58 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
26. Dividends payable
Unit: RMB
Item Closing balance Opening balance
Ordinary share dividends 88,715,008.17 199,830,762.29
Including: Payable to International Enterprise Co., Ltd. 50,466,621.41 146,963,530.87
Payable to Hidoney Developments Co., Ltd. 38,248,386.76 52,867,231.42
27. Other payables
(1) Other payables presented by the nature of amount
Unit: RMB
Item Closing balance Opening balance
Amount payable for construction and quality warranty 40,593,200.80 49,895,534.66
Temporary receipts 13,871,671.22 19,482,137.94
Security expense payable 4,584,940.63 3,951,002.85
Deposits received 5,903,230.85 3,181,017.63
Others 11,760,880.32 9,049,261.33
Total 76,713,923.82 85,558,954.41
(2) Significant other payables aged more than one year
Unit: RMB
Reasons for
Name of entity Closing balance Aging unpayment
CCCC third Harbor Engineering Co., Ltd. 9,241,239.33 1-2 years Unsettled
28. Non-current liabilities due within one year
Unit: RMB
Item Closing balance Opening balance
Deferred income due within one year 5,306,254.17 4,997,419.52
29.Other current liabilities
Unit: RMB
Item Closing balance Opening balance
Short-term bonds payable 500,000,000.00 400,000,000.00
Changes in short-term bonds payable:
Unit: RMB
Interest
Amount issued accrued at par Discount or
Term of in the current during the premium Repayment in
Name of bond Face value Date of issue the bond Amount of issue Opening balance period year amortization the current year Closing balance
14 Chiwan port CP001(note1) 400,000,000.00 26/06/2014 365days 400,000,000.00 400,000,000.00 - 9,698,630.12 - 400,000,000.00 -
15 Chiwan port CP001(note1) 300,000,000.00 10/04/2015 366days 300,000,000.00 - 300,000,000.00 10,563,114.76 - - 300,000,000.00
15 Chiwan port SCP001(note2) 200,000,000.00 16/06/2015 90days 200,000,000.00 - 200,000,000.00 1,957,377.05 - 200,000,000.00 -
15 Chiwan port SCP002(note2) 100,000,000.00 14/07/2015 154days 100,000,000.00 - 100,000,000.00 1,493,715.85 - 100,000,000.00 -
15 Chiwan port SCP003(note2) 200,000,000.00 08/09/2015 268days 200,000,000.00 - 200,000,000.00 2,124,153.01 - - 200,000,000.00
Total 1,200,000,000.00 1,200,000,000.00 400,000,000.00 800,000,000.00 25,836,990.79 - 700,000,000.00 500,000,000.00
- 59 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
29.Other current liabilities - continued
Note1: 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 7
May 2013, the Interbank Market Dealers Association approved the Company's short-term
financing registration of RMB 1.6 billion with valid period of two years with effect from
the acceptance of Notice of Registration Acceptance. On 26 June 2014, the Company
issued the first 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 365
days, which has been repaid in this period. On 10 April, 2015, the Company issued the
second short-term financing bill with an amount of RMB 300 million at the interest rate of
4.90%. The principle should be repaid with interest when the bill is due within 366 days.
Note2: 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 14
May 2015, the Interbank Market Dealers Association approved the Company's super
short-term financing registration of RMB 1.6 billion with valid period of two years with
effect from the acceptance of Notice of Registration Acceptance. On 16 June 2015, the
Company issued the first phase of super short-term financing bills with an amount of
RMB 200 million at the interest rate of 3.98%. The principle should be repaid with interest
accrued when the bills are due in 90 days, which has been repaid in this period. On 14 July
2015, the Company issued the second phase of super short-term financing bills with an
amount of RMB 100 million at the interest rate of 3.55%. The principle should be repaid
with interest accrued when the bills are due in 154 days, which has been repaid in this
period. On 8 September 2015, the Company issued the third phase of super short-term
financing bills with an amount of RMB 200 million at the interest rate of 3.44%. The
principle should be repaid with interest accrued when the bills are due in 268 days.
30. Bonds payable
(1) Bonds payable
Unit: RMB
Item Closing balance Opening balance
Corporate bonds 497,764,383.59 995,110,137.02
(2) Changes of bonds payable:
Unit: RMB
Amount Discount or
Term of the issued in the Interest accrued at premium Repayment in the
Name of bonds Face value Date of issue bond Amount of issue Opening balance current year par during the year amortization current year closing balance
11 ChiWan 01 500,000,000.00 26/04/2012 Fiveyears 500,000,000.00 498,145,753.44 - 8,679,452.09 - 506,825,205.53 -
13 ChiWan 01 500,000,000.00 18/10/2013 Fiveyears 500,000,000.00 496,964,383.58 - 28,000,000.01 - - 497,764,383.59
Total 1,000,000,000.00 995,110,137.02 - 36,679,452.10 - 506,825,205.53 497,764,383.59
- 60 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
30. Bonds payable - continued
(2) Changes of bonds payable: - continued
Note: On 25 November 2011, the Company received the Approval from CSRC (filed as Zhen
Jian Xu Ke [2011] No.1889) to issue corporate bonds with face value no more than 1
billion. This bonds issued in 2 terms.
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 and repaiad once annually.
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 and repaid once annually.
According to the bond prospectus, the Company should make an announcement on
whether to exercise the redemption option 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.
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.
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 bondholders 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.
In accordance with the Resolution for Redemption of Corporate Bonds (Term I) issued by
the Company in 2011 which was reviewed and passed at the second session of the eighth
Board of Directors held on 12 March 2015, the Company decided to excercise the
redemption option for corporate bonds (term I) issued by the Company in 2011. Therefore,
the “11 ChiWan 01” corporate bonds registered as at the redemption date were fully
repurchased by the Company at the face value plus interest for the period on 27 April 2015,
the date appointed in the bond prospectus.
- 61 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
31. Special payables
Unit: RMB
Item Opening balance Increase Decrease Closing Balance Reason
Refunds of Harbor Construction Fee 47,002,997.66 - 12,012,401.16 34,990,596.50 Note
Note: The item is refunds of harbor construction fee 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.
32. Deferred income
Unit: RMB
Closing
Item Opening balance Increase Decrease Balance Reason
Deferred income 52,335,315.88 20,390,153.97 5,661,687.23 67,063,782.62
Including: Berth priority right 40,308,244.84 2,606,253.97 4,847,217.39 38,067,281.42 Note 1
Government grants related
12,027,071.04 17,783,900.00 814,469.84 28,996,501.20 Note 2
to assets
Total 52,335,315.88 20,390,153.97 5,661,687.23 67,063,782.62
Less: Non-current liabilities due within
4,997,419.52 5,306,254.17
one year
Including: Berth priority right 4,436,275.00 4,707,860.00
Government grants related
561,144.52 598,394.17
to assets
Deferred income 47,337,896.36 61,757,528.45
Note 1: This item represents berth priority right with total amounts to USD14,000,000 that agreed
in the contract signed in 2003. 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.
Note 2: The item represents the government grants received by the Group 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), 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),Nanshan
District, Shenzhen, energy saving projects funded sub contract, Announcement Released
by Reform and Development Commission of Guangdong Province and the Grain Bureau
of Guangdong Province about 2015 Investment Plans within Budget of Grains and
Modern Logistics Program (GDRC[2015] No.521), Measures Released by Dongguan
Government about Grants Management to Special Fund Program for the Development of
National and Provincial Industries (DGM[2013]No.162), Interim Measures Released by
Shenzhen Government about the Management to Special Fund used in Recycling
Economy and Energy Savings, and the Reply of Ministry of Transport to Implementation
Program of Building 19 Regional Projects such as the Construction of a Green Recycling
Low-carbon Transportation City by Beijing Government (Transportation Law
Letter[2014]No.499) . The government grants shall be amortized on the straight-line basis
over the useful life of the related assets.
- 62 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VI) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
32. Deferred income - continued
Programs related with government grants:
Unit: RMB
The amount included Related to
New subsidy of in operating income Other assets/Related to
Liability Program Opening balance the year of the year changes Closing Balance income
Special funds for modern
7,526,956.96 16,000,000.00 166,956.42 - 23,360,000.54 Related to assets
logistics project
Special funds for the
development of modern 960,114.08 500,000.00 50,557.08 - 1,409,557.00 Related to assets
service guide
Special funds for energy-
saving and emission 3,540,000.00 1,040,000.00 443,333.34 - 4,136,666.66 Related to assets
reduction of transportation
Green carbon harbor thematic
projects subsidy granted by - 243,900.00 153,623.00 - 90,277.00 Related to assets
central government
Total 12,027,071.04 17,783,900.00 814,469.84 - 28,996,501.20
- 63 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
33. Share capital
Unit: RMB
Changes for the period
New issue of Capitalisation of
Opening balance share Bonus issue surplus reserve Others Subtotal Closing balance
2015:
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person
- - - - - - -
shares
3. Other domestic shares 367,401.00 - - - 63,693.00 63,693.00 431,094.00
4. Other foreign shares - - - - - - -
Total restricted tradable shares 367,401.00 - - - 63,693.00 63,693.00 431,094.00
II. Non-restricted tradable shares
1. Ordinary shares denominated
464,867,324.00 - - - (325.00) (325.00) 464,866,999.00
in RMB
2. Foreign capital shares listed
179,529,005.00 - - - (63,368.00) (63,368.00) 179,465,637.00
domestically
3. Foreign capital shares listed
- - - - - - -
overseas
4. Others - - - - - - -
Total non-restricted tradable
644,396,329.00 - - - (63,693.00) (63,693.00) 644,332,636.00
shares
III. Total shares 644,763,730.00 - - - - - 644,763,730.00
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. Non-restricted 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 non-restricted tradable
644,376,221.00 - - - 20,108.00 20,108.00 644,396,329.00
shares
III. Total shares 644,763,730.00 - - - - - 644,763,730.00
- 64 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
34. Capital reserve
Unit: RMB
Items Opening balance Increase Decrease Closing balance
2015:
Capital premium 163,560,083.00 - - 163,560,083.00
Including: Capital contributed by investors 163,560,083.00 - - 163,560,083.00
Exercised conversion option of convertible corporate
- - - -
bonds
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) 2,866,183.50(note) - 2,004,656.15
Including: Equity 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
(2,781,133.00) - - (2,781,133.00)
previous accounting system
Others 1,919,605.65 2,866,183.50 - 4,785,789.15
Total 162,698,555.65 2,866,183.50 - 165,564,739.15
2014:
Capital premium 163,560,083.00 - - 163,560,083.00
Including: Capital contributed by investors 163,560,083.00 - - 163,560,083.00
Excised conversion option of convertible corporate bonds - - - -
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 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
Note：This is the capital reserve recoginized on pro rata basis of ownership interest held by the
Group due to the changes of other equity of the associate of the Group, China Merchant
Bonded Logistics.
- 65 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
35. Other comprehensive income
Unit: RMB
Amount incurred in current year
Less: Amount
included in other Post-tax
comprehensive amount Post-tax
Amount before income in the prior attributable to amount
income tax periods that is Less: shareholders attributable to
Opening incurred in transferred to profit income tax of the minority Closing
Item balance current year or loss for the period expenses Company holders balance
2015
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
(8,977,146.43) 1,450,000.00 - 362,500.00 1,087,500.00 - (7,889,646.43)
reclassified subsequently to profit or loss
Including: Share of other comprehensive income
of the investee under the equity method that will 100,000.00 - - - - - 100,000.00
be reclassified to profit or loss
Gains or losses on changes in fair value of
4,635,000.00 1,450,000.00 - 362,500.00 1,087,500.00 - 5,722,500.00
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
(13,712,146.43) - - - - - (13,712,146.43)
denominated in foreign currencies
Total (8,977,146.43) 1,450,000.00 - 362,500.00 1,087,500.00 - (7,889,646.43)
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
(10,267,569.50) 1,720,423.07 - 430,000.00 1,290,423.07 - (8,977,146.43)
reclassified subsequently to profit or loss
Including: Share of other comprehensive income
of the investee under the equity method that will 100,000.00 - - - - - 100,000.00
be reclassified to profit or loss
Gains or losses on changes in fair value of
3,345,000.00 1,720,000.00 - 430,000.00 1,290,000.00 - 4,635,000.00
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
(13,712,569.50) 423.07 - - 423.07 - (13,712,146.43)
denominated in foreign currencies
Total (10,267,569.50) 1,720,423.07 - 430,000.00 1,290,423.07 - (8,977,146.43)
36. Special reserve
Unit: RMB
Item Opening balance Increase Decrease Closing balance
2015:
Production safety fee 2,219,777.52 15,469,088.96 13,969,110.90 3,719,755.58
2014:
Production safety fee 2,194,178.40 15,335,522.96 15,309,923.84 2,219,777.52
- 66 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Surplus reserve
Unit: RMB
Item Opening balance Increase Decrease Closing balance
2015:
Statutory surplus reserve 520,074,434.56 - - 520,074,434.56
2014:
Statutory surplus reserve 483,685,708.52 36,388,726.04 - 520,074,434.56
Note: In accordance with the Company Law of the PRC 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 accumulates to more than 50% of the registered capital. The statutory
surplus reserve can be used to make up for the loss or increase the paid-in capital after
approval.
38. Unappropriated profit
Unit: RMB
Proportion of
appropriation or
Item Amount allocation
2015:
Before adjustment: Unappropriated profit at the end of prior year 2,794,519,480.29
Adjustment: Total unappropriated profit at the beginning of year -
After adjustment: Unappropriated profit at the beginning of year 2,794,519,480.29
Add: Net profit attributable to shareholders
527,751,492.42
of the Company for the year
Less: Appropriation to statutory surplus reserve - Note1
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 208,903,448.52 Note2
Ordinary shares' dividends converted into share capital -
Unappropriated profit at the end of the year 3,113,367,524.19
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 year 417,594,271.33
Less: Appropriation to statutory surplus reserve 36,388,726.04 Note1
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 251,457,854.70
Ordinary shares' dividends converted into share capital -
Unappropriated profit at the end of the year 2,794,519,480.29
Note 1: Appropriation to 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. The Company can cease appropriation when the
statutory surplus reserve accumulated to more than 50% of the register capital.
- 67 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
38. Unappropriated profit - continued
Note 2:Cash dividends approved by shareholders' meeting during the year
Pursuant to the resolution of shareholders’ meeting on 30 May 2015, on the basis of
644,763,730 issued shares for the year ended 31 December 2014, dividends of RMB3.24
for every 10 shares were distributed to all shareholders, which amounted to RMB
208,903,448.52.
Note 3:Profit distribution decided after the balance sheet date
According to a profit appropriation proposal made at the fifth Session of the Eighth Board
of Directors held on 24 March 2016, on the basis of 644,763,730 issued shares as at 31
December 2015, cash dividends of RMB264,353,129.30 will be distributed to all
shareholders. The above proposal regarding dividends distribution is yet to be approved at
the shareholders' meeting.
Note 4:Appropriation to surplus reserve made by subsidiaries
As of 31 December 2015, the balance of the Group's unappropriated profit included
appropriation to surplus reserve made by subsidiaries amounting to RMB575,268,020.18
(31 December 2014: RMB547,756,504.18).
39. Operating income and operating costs
Unit: RMB
2015 2014
Item Income Cost Income Cost
Principal operating 1,840,788,324.86 1,000,163,255.99 1,771,559,587.54 979,353,959.89
Other operating 31,820,271.30 2,552,653.06 33,206,588.77 4,532,590.16
Total 1,872,608,596.16 1,002,715,909.05 1,804,766,176.31 983,886,550.05
40. Business taxes and levies
Unit: RMB
Item 2015 2014
Business tax 3,802,842.35 4,609,344.22
City construction and maintenance tax 1,800,731.44 1,705,332.63
Education surcharges 1,397,337.57 1,354,141.37
Others 551,670.30 381,377.98
Total 7,552,581.66 8,050,196.20
41. Administrative expenses
Unit: RMB
Item 2015 2014
Employee benefits 124,464,078.55 104,695,345.49
Taxes 6,920,658.40 6,177,404.92
Depreciation expenses 2,899,129.23 4,728,936.85
Amortization of intangible assets 959,630.77 1,844,968.88
Others 40,401,409.76 38,310,458.91
Total 175,644,906.71 155,757,115.05
- 68 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
42. Financial expenses
Unit: RMB
Item 2015 2014
Interest expense 64,226,460.89 89,739,653.53
Less: Capitalized interest expenses 212,638.15 8,395,768.13
Less: Interest income 5,227,584.31 14,248,843.79
Exchange differences (4,002,853.28) 6,546,293.54
Less: Capitalized exchange differences - -
Others 4,717,455.41 3,989,464.84
Total 59,500,840.56 77,630,799.99
43. Impairment losses of assets
Unit: RMB
Item 2015 2014
I. Bad debt losses (89,469.40) 23,059.57
II. Write-down of inventories - (2,126.21)
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 (89,469.40) 20,933.36
44. Investment income
(1) Details of investment income
Unit: RMB
2015 2014
Long-term equity investments income under equity method 95,337,543.13 88,168,549.62
Investment income on disposal of long-term equity investments 1,878,969.73 -
Investment income on available-for-sale financial assets 3,601,220.00 4,280,000.00
Total 100,817,732.86 92,448,549.62
(2) Details of long-term equity investments income under equity method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2015 2014 compared to the prior period
MPIL 36,808,965.97 43,439,804.43 Net profit of investee fluctuates.
China Overseas Harbor Affairs (Laizhou) Co.,Ltd 40,102,679.54 34,244,750.24 Net profit of investee fluctuates.
CMBL 11,714,735.38 5,215,920.54 Net profit of investee fluctuates.
China Development Finance Co., Ltd 5,753,310.96 4,096,895.16 Net profit of investee fluctuates.
China Merchants Holdings (international )
Information Technology Co.,Ltd
957,851.28 1,171,179.25 Net profit of investee fluctuates.
Total 95,337,543.13 88,168,549.62
- 69 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
45. Non-operating income
(1) Non-operating income
Unit: RMB
Amount recognized
as non-recurring
gain and loss in the
Item 2015 2014 current period
Government grants 934,144.81 2,489,528.50 934,144.81
Gains on disposal of non-current assets 460,800.55 24,167.60 460,800.55
Including: Gains on disposal of fixed assets 138,896.35 24,167.60 138,896.35
Insurance compensation income - 927,000.00 -
Income derived from settlement of the payables
- 154,679.41 -
that cannot be paid
Others 2,105,374.50 1,832,795.64 2,105,374.50
Total 3,500,319.86 5,428,171.15 3,500,319.86
(2) Government grants
Unit: RMB
Related to
assets/Related to
Item 2015 2014 income
Financial support funds of business tax
69,674.97 1,128,384.02 Related to income
converted to VAT
Reward for energy saving 50,000.00 50,000.00 Related to income
Special funds for energy-saving and emission reduction
443,333.34 1,110,000.00 Related to assets
of transportation
Special funds for modern logistics project 166,956.42 166,956.52 Related to assets
Green carbon harbor thematic projects subsidy granted by
central government
153,623.00 - Related to assets
Special funds for development of modern service 50,557.08 34,187.96 Related to assets
Total 934,144.81 2,489,528.50
46. Non-operating expenses
Unit: RMB
Amount recognized as
non-recurring gain and
loss in the current
Item 2015 2014 period
Total losses on disposal of non-current assets 3,087,832.34 4,388,305.14 3,087,832.34
Including: Losses on disposal of fixed assets 3,087,832.34 4,388,305.14 3,087,832.34
Donations contributed 25,000.00 35,000.00 25,000.00
Amercement outlay 29,283.10 11,443.92 29,283.10
Others 432,470.82 324,817.26 432,470.82
Total 3,574,586.26 4,759,566.32 3,574,586.26
- 70 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
47. Income tax expenses
Unit: RMB
Item 2015 2014
Current tax expense 59,642,096.53 101,429,399.16
Deferred income tax 15,667,538.90 41,317,837.01
Total 75,309,635.43 142,747,236.17
Reconciliation of income tax expenses to the accounting profit is as follows:
Unit: RMB
Item 2015 2014
Accounting profit 728,027,294.04 672,537,736.11
Income tax expenses calculated at 25% (the prior year: 25 %) 182,006,823.51 168,134,434.03
Effect of expenses that are not deductible for tax purposes 1,285,532.56 2,118,118.99
Effect of tax-free income (22,690,590.01) (23,112,137.66)
Effect of unrecognized deductible losses and deductible temporary
11,127,264.72 58,083,616.84
differences for tax purposes
Effect of different tax rates of subsidiaries operating in other jurisdictions (43,101.79) (18,222.79)
Effect of tax preference policy (97,170,907.89) (63,997,600.82)
Withholding income tax (Note) 2,656,001.37 6,294,697.14
Effect of previous unrecognized deductible temporary differences
(1,606,934.60) (4,755,669.56)
of deferred income tax
Pay previous years income tax 44,720.38 -
Tax adjustments result in changes in the opening deferred tax assets /
(299,172.82) -
liabilities balance
Income tax expenses 75,309,635.43 142,747,236.17
Note: Withholding income tax was accrued at the rate of 5% or 10% for dividend payable to
Chiwan Wharf Holdings (H.K.) Limited, declared by those PRC subsidiaries of which
Chiwan Wharf Holdings (H.K.) Limited is a shareholder.
48. Other comprehensive income
Please refer to Note (V) 35.
49. Borrowing cost
Unit: RMB
2015 2014
Amount of borrowing Amount of borrowing Capitalizatio
costs capitalized Capitalization costs capitalized n
Item during the year rate during the year rate
Construction in progress 212,638.15 4.83% 8,395,768.13 6.00%
Sub-total of borrowing costs capitalized
212,638.15 8,395,768.13
during the year
Borrowing costs recognized in profit
64,013,822.74 81,343,885.40
or loss during the year
Total of borrowing costs during the year 64,226,460.89 89,739,653.53
- 71 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
50. Notes to items in the cash flow statement
(1) Other cash receipts relating to operating activities
Unit: RMB
Item 2015 2014
Government grants 17,903,574.97 5,828,384.02
Tonggu sea-route expenses 14,863,366.67 -
Refunds of channel occupancy fee 12,175,000.00 -
Interest income 5,338,024.76 14,955,733.71
Insurance indemnity 302,383.43 -
Refunds of harbor construction fee 295,689.33 515,515.40
Others 20,332,741.26 5,432,572.89
Total 71,210,780.42 26,732,206.02
(2) Other cash payments relating to operating activities
Unit: RMB
Item 2015 2014
Port expenses 10,025,373.33 10,086,386.23
Port construction fee 7,729,024.34 -
Office expenses & utilities 4,524,794.54 4,132,854.14
Consulting & auditing 3,990,837.59 2,429,274.25
Entertainment 3,705,397.30 5,626,335.26
Verhicles 3,192,347.97 4,280,488.63
Property insurance 2,184,157.68 2,645,192.03
Travel & accommodation 1,603,128.66 1,620,226.74
Advertisements & exhibition - 488,434.43
Prepayments for Tonggu sea-route - 14,863,366.67
River channel occupation fee - 12,175,000.00
Others 21,815,532.41 22,363,021.86
Total 58,770,593.82 80,710,580.24
(3) Other cash payments relating to financing activities
Unit: RMB
Item 2015 2014
Debt issue costs 1,750,344.61 229,424.00
- 72 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
51. Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Unit: RMB
Supplementary 2015 2014
1. Reconciliation of net profit to cash flows from operating activities:
Net profit 652,717,658.61 529,790,499.94
Add: Provision for impairment losses of assets (89,469.40) 20,933.36
Depreciation of fixed assets 197,385,401.36 198,012,815.92
Depreciation and amortization of investment property 1,178,498.38 1,215,782.40
Amortization of intangible assets 39,465,290.29 38,371,454.31
Amortization of long-term prepaid expenses 2,538,135.88 2,907,668.50
Losses on disposal of fixed assets , intangible assets and other
2,627,031.79 4,364,137.54
long-term assets
Financial expenses 56,006,812.00 83,718,499.67
Losses (gains) arising from investments (100,817,732.86) (92,448,549.62)
Decrease(Increase) in deferred tax assets 15,667,538.90 41,317,837.02
Decrease(Increase) in inventories 1,789,860.95 2,165,313.78
Decrease(Increase) in operating receivables 42,943,949.50 (12,888,064.57)
Increase(Decrease) in operating payables 66,437,762.05 21,766,819.49
Net cash flows from operating activities 977,850,737.45 818,315,147.74
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 683,138,123.66 468,635,486.47
Less: Opening balance of cash 468,635,486.47 715,539,516.48
Add: Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase(Decrease) in cash and cash equivalents 214,502,637.19 (246,904,030.01)
(2) Composition of cash and cash equivalents
Unit: RMB
Item Closing balance Opening balance
I. Cash 683,138,123.66 468,635,486.47
Including: Cash on hand 28,647.92 11,192.14
Bank deposits 682,656,283.17 466,187,949.61
Other monetary funds 453,192.57 2,436,344.72
II. Cash equivalents - -
III. Closing balance of cash and cash equivalents 683,138,123.66 468,635,486.47
52. Asset with restricted ownership or use right
The Group has no assets with restricted ownership or use right.
- 73 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
53. Foreign currency monetary items
Unit: RMB
Closing balance of Exchange
Item original currency rate Closing amount in RMB
Cash and bank balances 272,754,190.87
Including: HKD 129,079,413.66 0.8378 108,142,732.77
USD 25,349,799.51 6.4936 164,611,458.10
Interest Receivable 72,773.05
Including: HKD 86,862.08 0.8378 72,773.05
Accounts Receivable 18,540,869.43
Including: HKD 5,437,251.69 0.8378 4,555,329.47
USD 2,153,742.14 6.4936 13,985,539.96
Other Receivables 271,155.27
Including: HKD 323,651.55 0.8378 271,155.27
Accounts Payable 2,303,220.74
Including: HKD 2,749,129.55 0.8378 2,303,220.74
Other Payable (205,177.50)
Including: HKD 127,707.67 0.8378 106,993.48
USD (48,073.64) 6.4936 (312,170.98)
Interest Payable 79,146.51
Including: HKD 94,469.46 0.8378 79,146.51
Short-term borrowings 141,610,178.37
Including: HKD 169,026,233.43 0.8378 141,610,178.37
(VI) CHANGES IN CONSOLIDATION SCOPE
1. Reduction of subsidiary quantity from merger by absorption
According to the proposal of "Merger and Absorption of Shenzhen Chiwan Trains-Grains
Terminal Company Limited and Shenzhen Chiwan Terminal Company Limited" passed at the fifth
temporary 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 and Shenzhen Chiwan Terminal Company Limited (filed as Shen Jing Mao Xin
Xi[2015]No.24), approving the merger of the Company and Shenzhen Chiwan Trains-Grains
Terminal Company Limited by absorption.
On 22 January 2015, Shenzhen Chiwan Terminal Company Limited completed the procedure of
cancellation registration at Market and Quality Supervision Commission of Shenzhen
Municipality, and its related business, assets and staff were transferred to the Company.
2. Change in the consolidation scope due to other reasons
BVI Financial Services Commission declared on 5 June 2015 that Grossalan Investments Limited
was dissoluted pursuant to Company Ordinance (2004) Cap.213.
- 74 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VII) EQUITY 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 Indirect Proportion of
Principal place of Place of Nature of thousand Yuan unless contribution at the net investments in the Direct ownership ownership voting power Consolidated
Full name of the subsidiary business incorporation business otherwise stated) end of the period subsidiary interest interest (%) or 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
Established through
Chiwan Wharf Holdings (H.K.) Limited Hong Kong SAR, PRC Hong Kong SAR, PRC Investment HKD 1,000,000.00 1,070,000.00 11,004,285.00 100.00 - 100.00 Y
investment
Dongguan Chiwan Wharf Logistics support Established through
Dongguan, PRC Dongguan, PRC 45,000.00 382,500,000.00 - 85.00 - 85.00 Y
Company Limited services investment
Dongguan Chiwan Terminal Logistics support Established through
Dongguan, PRC Dongguan, PRC 40,000.00 400,000,000.00 - 100.00 - 100.00 Y
Company Limited services investment
Established through
Hinwin Development Company Limited Hong Kong SAR, PRC Hong Kong SAR, PRC Investment HKD 10,000.00 6,278,500.00 94,014,181.00 100.00 - 100.00 Y
investment
Combination involving
Shenzhen Chiwan Harbor Container Logistics support
Shenzhen, PRC Shenzhen, PRC 28,820.00 250,920,000.00 - 100.00 - 100.00 Y enterprises under
Co., Ltd services
common control
Combination involving
Shenzhen Chiwan Transportation Logistics support
Shenzhen, PRC Shenzhen, PRC 1,500.00 7,000,000.00 - 100.00 - 100.00 Y enterprises under
Co., 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 Logistics support
Shenzhen, PRC Shenzhen, PRC 2,400.00 24,000,000.00 - 100.00 - 100.00 Y enterprises under
Transportation Co., Ltd. services
common control
Combination involving
Logistics support
Chiwan Shipping (Hong Kong) Ltd. Hong Kong SAR, PRC Hong Kong SAR, PRC HKD 800,000.00 856,000.00 - 100.00 - 100.00 Y enterprises under
services
common control
- 75 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VII) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries- continued
(2) Material non-wholly-owned subsidiaries
Unit: RMB
Proportion of ownership Profit or loss attributable Payments for dividends
interest held by the to minority shareholders to minority shareholders Closing balance of
Name of the subsidiary minority shareholders at the end of the period in the current period minority interest
2015
Dongguan Chiwan Wharf Company Limited 15% 10,596,767.69 - 106,741,678.70
Chiwan Container Terminal Co., Ltd 45% 114,369,398.50 215,249,531.83 682,968,214.37
Total 124,966,166.19 215,249,531.83 789,709,893.07
2014
Dongguan Chiwan Wharf Company Limited 15% 16,575,261.72 - 96,080,986.07
Chiwan Container Terminal Co., Ltd 45% 95,620,966.89 - 664,219,782.77
Total 112,196,228.61 - 760,300,768.84
(3) Significant financial information of material non-wholly-owned subsidiaries
Unit: RMB
Closing balance Opening balance
Non-current Non-current
Name of the subsidiary Current assets Non-current assets Total assets Current liabilities liabilities Total liabilities Current assets Non-current assets Total assets Current liabilities liabilities Total liabilities
Dongguan Chiwan Wharf 46,975,372.45 942,043,889.38 989,019,261.83 267,093,453.40 24,550,555.38 291,644,008.78 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
Company Limited
Chiwan Container Terminal Co., Ltd 362,104,228.94 1,670,433,420.63 2,032,537,649.57 444,644,188.60 70,186,317.91 514,830,506.51 279,041,182.69 1,780,636,820.51 2,059,678,003.20 498,579,073.59 85,054,967.90 583,634,041.49
Unit: RMB
2015 2014
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 278,723,570.73 70,645,117.94 70,645,117.94 100,572,060.08 338,654,427.44 110,501,744.79 110,501,744.79 202,359,599.22
Company Limited
Chiwan Container Terminal Co., Ltd 758,255,475.19 254,154,218.89 254,154,218.89 435,838,006.25 774,208,188.96 212,491,037.54 212,491,037.54 450,234,266.63
(4) No entities are added to the scope of consolidation in the current year.
- 76 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VII) 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 2015 2014 2015 2014 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/2015 Opening balance/2014
Current assets 454,129,237.15 375,987,736.38
Including: cash and cash equivalent 389,947,216.68 293,859,343.15
Non-current assets 1,697,805,412.58 1,760,795,958.65
Total assets 2,151,934,649.73 2,136,783,695.03
Current liabilities 50,550,304.70 54,944,241.94
Non-current liabilities 176,064,000.00 179,732,000.00
Total liabilities 226,614,304.70 234,676,241.94
Minority interests 1,054,388.32 1,244,496.84
Total equity attributable to shareholders of
1,924,265,956.71 1,900,862,956.25
the parent company
Net assets calculated based on the proportion of
769,706,382.68 760,345,182.50
ownership interest
Adjustments
- Goodwill - -
- Unrealized Profits Resulting from Intragroup
- -
Transactions
- Others 1,223,942.38 1,268,139.54
Carrying amounts of equity investments in Joint Venture 770,930,325.06 761,613,322.04
Operating income 288,944,609.42 293,116,734.15
Financial expenses (6,934,303.93) (11,069,942.64)
Tax expenses 19,852,555.25 13,666,093.59
Net profit 100,216,183.27 85,151,481.92
Other comprehensive income - -
Total comprehensive income 100,216,183.27 85,151,481.92
Dividends received from joint ventures
30,785,676.52 106,169,425.24
in the current year
- 77 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VII) EQUITY IN OTHER ENTITIES- continued
2. Interests in joint ventures and associates - continued
(3) Financial information of material associates
Unit: RMB
MPIL
Closing balance/2015 Opening balance/2014
Current assets 373,493,554.97 307,430,988.64
Including: cash and cash equivalent 103,374,072.06 32,538,087.04
Non-current assets 1,367,177,697.91 1,452,397,920.94
Total assets 1,740,671,252.88 1,759,828,909.58
Current liabilities 405,113,685.76 401,036,031.53
Non-current liabilities 167,056,518.57 259,378,043.73
Total liabilities 572,170,204.33 660,414,075.26
Minority interests 441,275,007.08 441,372,770.60
Total equity attributable to shareholders of
727,226,041.47 658,042,063.71
the parent company
Net assets calculated based on the proportion
363,613,020.74 329,021,031.85
of ownership interest
Adjustments
- Goodwill - -
- Unrealized Profits Resulting from
- -
Intragroup Transactions
- Others (27,015,292.25) (29,232,269.33)
Carrying amounts of equity investments in Joint Venture 336,597,728.49 299,788,762.52
Operating income 480,058,683.93 521,845,538.46
Financial expenses 27,040,907.12 16,429,859.20
Tax expenses 20,630,440.82 24,910,317.16
Net profit 113,027,051.28 140,956,947.82
Other comprehensive income - -
Total comprehensive income 113,027,051.28 140,956,947.82
Dividends received from joint ventures in the current year - 49,347,134.36
(4) Summarized financial information of immaterial associates
Unit: RMB
Closing balance/2015 Opening balance/2014
Associates:
Total carrying amounts of investment 339,496,921.61 431,938,190.49
Aggregate of following items calculated based on
the proportion of ownership interest
- Net profit 12,672,586.66 10,483,079.61
- Other comprehensive income -
- Total comprehensive income 12,672,586.66 10,483,079.61
(5) As at 31 December 2015, the long-term equity investments of the Group were not subject to
restriction on disposal or remittance of return on investments.
- 78 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VIII) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Group's major financial instruments include Cash and bank balances, available-for-sale
financial assets, borrowings, equity investments, account receivables, account payables, bond
payables etc. Details of these financial instruments are disclosed in Note (V). 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 2015, 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
Cash and bank balances 272,754,190.87 135,389,164.08
- HKD 108,142,732.77 93,998,461.64
- USD 164,611,458.10 41,390,702.44
Accounts receivable 18,884,797.75 12,150,030.98
- HKD 4,899,257.79 7,072,686.27
- USD 13,985,539.96 5,077,344.71
Short-term borrowings 141,610,178.37 -
- HKD 141,610,178.37 -
Accounts payable 2,177,189.75 2,738,005.02
- HKD 2,489,360.73 2,726,471.14
- USD (312,170.98) 11,533.88
- 79 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VIII ) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
1. Risk management objectives and policies - continued
1.1 Market risk - 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
2015 2014
Effect on Effect on
Changes in Effect on shareholders' Effect on shareholders'
Item exchange rate profits equity profits equity
5% appreciation
All foreign currencies 7,392,581.02 7,392,581.02 7,240,059.50 7,240,059.50
against RMB
5% depreciation
All foreign currencies (7,392,581.02) (7,392,581.02) (7,240,059.50) (7,240,059.50)
against RMB
1.1.2 Interest rate risk - changes in cash flows
Risk derived from changes in cash flows of financial instruments is mainly related to bank loan
with floating interest rate. Details are disclosed in Note (V) 20. This Group takes the measure of
maintaining the floating interest rate of the bank loan, as a way to reduce the interest rate risk
arising from changes in fair value.
Sensitivity analysis of interest rate risk
Sensitivity analysis of interest rate risk is based on the following assumptions:
Fluctuations of market interest rate can affect the interest income or expense of a financial
instrument with floating interest rate.
For a financial instrument at fair value with fixed interest rate, the fluctuations of market
interest rate can only affect its interest income or expense.
For a derivative financial instrument recognized as hedging instrument, the fluctuations of
market interest rate affects its fair value and interest rate hedging estimation are effective
and efficient.
Market interest rate at the balance sheet date is adopted to calculate fair value changes of
derivative financial instruments and other financial assets and liabilities under discounted
cash flow method.
- 80 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VIII) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
1. Risk management objectives and policies - continued
1.1 Market risk - continued
1.1.2 Interest rate risk - changes in cash flows - continued
Given that other variables unchanged on the basis of above assumptions, the pre-tax effect on the
profit or loss for the current period from possible and reasonable changes of interest rate are as
follows:
Unit: RMB
2015 2014
Effect on Effect on
Changes in Effect on shareholders' Effect on shareholders'
Item interest rate profits equity profits equity
Short-term borrowings 1% increase (1,416,101.78) (1,416,101.78) - -
Short-term borrowings 1% decrease 1,416,101.78 1,416,101.78 - -
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 2015, 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.
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.
- 81 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(VIII) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
1. Risk management objectives and policies - continued
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 2015, the Group has net current liabilities of RMB164,710,936.54 (2014:
RMB213,978,406.57). The Group has available unutilized bank loan facilities of approximately
RMB 1,187,560,000.00 (2014: RMB3,155,005,000.00). 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 Carrying amount Total amount Within one year 1-5 years
years
The non-derivative financial assets
Cash and bank balances 683,138,123.66 683,138,123.66 683,138,123.66 - -
Notes receivable 3,327,000.00 3,327,000.00 3,327,000.00 - -
Accounts receivable 189,016,564.86 189,016,564.86 189,016,564.86 - -
Interest receivable 72,773.05 72,773.05 72,773.05 - -
Other receivables 14,908,748.44 14,908,748.44 14,908,748.44 - -
Available-for-sale financial
22,659,200.00 22,659,200.00 22,659,200.00 - -
assets
The non-derivative financial liabilities
Short-term borrowings 141,610,178.37 142,726,144.17 142,726,144.17 - -
Accounts payable 91,453,838.66 91,453,838.66 91,453,838.66 - -
Interest payable 18,519,838.93 18,519,838.93 18,519,838.93 - -
Dividends payable 88,715,008.17 88,715,008.17 88,715,008.17 - -
Other payable 76,713,923.82 76,713,923.82 76,713,923.82 - -
Other current liabilities 500,000,000.00 507,188,109.59 507,188,109.59 - -
Bonds payable 497,764,383.59 561,830,136.99 28,000,000.00 533,830,136.99 -
(IX) 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: 8,750,000.00 - - 8,750,000.00
- Equity instruments (Note) 8,750,000.00 - - 8,750,000.00
Total assets measured at fair value continuously 8,750,000.00 - - 8,750,000.00
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.
- 82 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(IX) FAIR VALUE - continued
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
2015.
3. Information of financial assets and financial liabilities that are not measured at fair value
The management considers that the carrying amount of financial assets and liabilities measured at
amortized cost is approximately equal to the fair value of financial assets and liabilities.
(X) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
1. Parent of the Company
Unit: RMB
Proportion of the
entity's ownership Proportion of the entity's
Related party Type of the Place of Legal Nature of interests held by the voting power held by the
Name of the parent relationship entity incorporation representative business Issued share capital parent (%) parent (%)
Listed in Hong
CMHI Parent company Hong Kong Li Jian Hong Port shipping HKD18,991,699,462 - 66.10(Note)
Kong
Note: CMHI obtained 8.58% equity of the Company via its subsidiary Jing Feng Company, 25%
equity via its subsidiaries Shenzhen Malai Warehouse Co., Ltd., and obtained another 32.52%
equity by entrustment of Nanshan Group's stock, totally holding 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 (VII)
1.
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 (VII) 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. Note
Note:As set out in Note (V) 11, the Group has disposed all of its equity interests held in China
Development Finance Company Limited, so China Development Finance Company Limited is
not associate of the Group any more this year. However, the parent of the Company has
significant influence on China Development Finance Company Limited, hence it is regarded as
other related party of the Group.
- 83 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(X) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company
Relationships between other related
Name of other related parties parties and the Company
Shenzhen Haiqin Engineering Management Co., Ltd. (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
Shenzhen Haixing Harbor Development Co.,Ltd("Haixing") Controlled by the same parent company
Shenzhen Huxing Tug Service Co., Ltd.("Huxing Tug") Controlled by the same parent company
Shenzhen Lianda Tug Service Co., Ltd.(" Lianda Tug") Controlled by the same parent company
Shenzhen Malai Warehouse Co., Ltd. ("Malai Warehouse") Controlled by the same parent company
China Merchants Container Services Ltd.("China Merchants Container") 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.("Hairun Port") A subsidiary of the associate
China Merchants International Cold Chain (Shenzhen) Company Limited ("CMCCL") Controlled by the same ultimate actual controller
China Ocean Shipping Agency (Shenzhen) Company Limited ("Ocean Shipping Agency") Controlled by the same ultimate actual controller
Shenzhen China Merchants Shangzhi Investment Co., Ltd.("China Merchants Shangzhi ") Controlled by the same ultimate actual controller
Shenzhen China Merchants Qianhaiwan Property Co., Ltd. ("Qianhai Property") Controlled by the same ultimate actual controller
Shenzhen China Merchants International Shipping Agency Co., Ltd.("Shipping Agency") Controlled by the same ultimate actual controller
Youlian Shipyard Shekou Co. Ltd.("Youlian Shipyard") Controlled by the same ultimate actual controller
Shenzhen China Merchants Property Management Co., Ltd.("China Merchants Property") Controlled by the same ultimate actual controller
Guangzhou International Ocean Shipping Agency Co., Ltd. Controlled by the same ultimate actual controller
( "International Ocean Shipping")
China Ocean Shipping Tally Shenzhen Co., Ltd. ("Ocean Shipping Tally") Controlled by the same ultimate actual controller
China Merchants Houlder Insurance Co., Ltd. ("Houlder Insurance") Controlled by the same ultimate actual controller
Hoi Tung (Shanghai) Company Limited Controlled by the same ultimate actual controller
Hoi Tung (Shenzhen) Co., Ltd. Controlled by the same ultimate actual controller
Sheanzhen South China Liquefied Gas Marine Co., Ltd.(South China Liquefied Gas) 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.("Zengcheng Xinkang") Influenced significantly by parent company
Shenzhen Baowan international logistics Co., Ltd.("Baowan Logistics") Influenced significantly by parent company
Shenzhen Chiwan Property Management Co., Ltd.("Chiwan Property") Influenced significantly by parent company
Shenzhen Xuqin Industrial Development Co., Ltd.(“Xuqin”) Influenced significantly by parent company
Shenzhen Chiwan Oriental Logistics Co., Ltd.( Chiwan Oriental Logistics) Influenced significantly by parent company
Invetsor that has significant influence on the
Nanshan Group
company
Influenced significantly by the ultimate actual
China Merchant Bank Co., Ltd.("CMB")
controller
- 84 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(X) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions
(1) Provision and receipt of services
Unit: RMB
Pricing and decision-
Content of related party making procedures of
Related parties transaction related party transactions 2015 2014
Receipt of services :
Haixing Load and unload service Negotiation 5,250,938.99 5,407,346.23
China Merchants Holdings (International) Information Technology Company Ltd Technical service fee Negotiation 3,593,871.23 4,918,373.62
Xuqin Landscape Engineering Negotiation 2,737,278.57 1,667,765.20
CMBL Load and unload service Negotiation 2,033,893.83 243,052.17
Property management
Chiwan Property Negotiation 2,110,798.96 1,849,089.41
service
Hoi Tung (Shenzhen) Co., Ltd. Purchase of goods Negotiation 854,700.86 -
China Merchants Container Transportation services Negotiation 702,070.57 -
Property management
Zengcheng Xinkang Negotiation 683,731.80 570,147.00
service
Lianda Tug Tugboat service Negotiation 555,742.69 381,810.25
Hoi Tung (Shanghai) Company Limited Purchase of goods Negotiation 534,873.63 -
Haiqin Engineering Project management Negotiation 531,551.64 1,113,346.19
Ocean Shipping Agency Agency service Negotiation 313,335.00 37,443.40
SMW Load and unload service Negotiation 197,805.66 1,399,460.00
Property management
China Merchants Property Negotiation 149,222.12 49,392.90
service
Houlder Insurance Insurance service Negotiation 80,000.00 -
SMT Load and unload service Negotiation 68,340.00 -
Chiwan Oriental Logistics Transportation services Negotiation 27,117.11 -
Huxing Tug Tugboat service Negotiation 11,686.42 29,595.25
Shipping Agency Agency service Negotiation 4,925.51 515,823.99
SMP Load and unload service Negotiation - 24,480.00
Total 20,441,884.59 18,207,125.61
Rendering of services:
SMT Trailer service etc. Negotiation 13,661,628.99 12,156,434.95
SCT Trailer service etc. Negotiation 12,103,589.48 9,392,733.61
Ocean Shipping Agency Tugboat service Negotiation 9,606,798.58 4,936,401.69
SMP Tugboat service Negotiation 9,397,633.97 5,069,811.75
Shipping Agency Trailer service etc. Negotiation 2,502,690.16 2,029,493.09
Lianda Tug Tugboat service Negotiation 1,124,381.62 510,210.29
International Ocean Shipping Berthage fee Negotiation 775,267.91 599,657.56
CMBL Trailer service Negotiation 754,800.96 4,590,305.67
China Overseas Harbour Affairs (Laizhou) Co., Ltd Labor dispatch service Negotiation 561,543.76 1,589,663.44
Youlian Shipyard Tugboat service Negotiation 433,459.86 901,984.90
CMCCL Trailer service Negotiation 314,316.43 576,300.92
Ocean Shipping Tally Others Negotiation 65,580.00 65,580.00
Huxing Tug Tugboat service Negotiation 45,788.21 20,926.41
South China Liquefied Gas Tugboat service Negotiation 43,981.13 -
Zengcheng Xinkang Others Negotiation 8,883.91 8,638.85
Xuqin Load and unload service Negotiation 6,762.24 -
Hairun Port Tugboat service Negotiation - 1,001,785.71
Total 51,407,107.21 43,449,928.84
- 85 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(X) 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
Coastal line, packing yards, road lighting,
Chiwan Base 11,208,750.00 12,237,750.00
etc,
CMBL Crane 1,864,077.72 1,920,000.00
Total 13,072,827.72 14,157,750.00
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
Nanshan Group Land, Office and packing yard 61,599,405.12 49,096,903.49
Malai Warehouse Office 7,195,527.00 7,227,738.00
CMPS Former Bay port lands 3,169,800.00 3,169,800.00
Chiwan Base Office 1,523,364.72 1,478,320.13
SCT Crane 1,399,057.46 803,232.00
China Merchants Shangzhi Buildings 830,980.80 453,192.00
Qianhai Property Staff dormitory 271,994.50 446,316.00
Chiwan Property Building - 264,239.00
Baowan Logistics Warehouse 103,775.41 119,284.89
Total 76,093,905.01 63,059,025.51
(3) Transfers of assets involved with related parties
Unit: RMB
related party Related trade 2015 2014
SMW Transfer of transport equipment 101,600.00 -
(4)Compensation for key management personnel
Unit: RMB
Item 2015 2014
Compensation for key management personnel 8,355,047.60 8,931,979.78
- 86 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(X) 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 CMB 168,955,890.49 100,147,455.36
China Development Finance Company LTD. 55,649,145.28 50,520,314.97
Total 224,605,035.77 150,667,770.33
Accounts receivable Chiwan Base 5,113,500.00 93,393.09
SCT 2,379,795.00 5,438,480.00
Ocean Shipping Agency 1,608,650.60 867,728.60
SMT 1,500,641.58 1,429,055.00
SMP 1,114,816.72 821,332.45
China Overseas Harbour Affairs (Laizhou) Co.,
535,207.20 559,663.44
Ltd
Shipping Agency 116,172.00 122,789.00
Youlian shipyard 12,680.00 -
CMBL 16,630.00 207,090.00
Lianda Tug - 65,591.25
Others 20,341.00 108,011.58
Total 12,418,434.10 9,713,134.41
Other receivables SMT 1,934,775.73 10,053,588.97
CMBL 1,868,304.61 3,041,907.46
SCT 1,245,976.00 -
Nanshan Group 1,054,300.09 1,523,561.88
SMP 985,340.31 5,008,548.13
Qianhai Property 654,480.00 448,820.00
Xuqin 323,000.00 320,000.00
Haixing 311,494.00 -
CMPS 311,494.00 -
China Merchants Shangzhi 240,263.20 62,482.00
Chiwan Base 135,621.91 135,621.91
China Merchants Property 5,294.00 12,452.00
Others 56,869.00 92,863.00
Total 9,127,212.85 20,699,845.35
Accounts payable Nanshan Group 20,710,081.71 9,718,184.39
Xuqin 2,224,268.57 1,353,465.08
Haixing 343,405.00 -
Hoi Tung (Shanghai) Company Limited 192,593.29 -
Zengcheng Xinkang 150,810.50 138,310.50
SCT 60,000.00 135,660.96
SMT 28,747.20 -
SMW - 1,399,460.00
China Merchants Holdings (International)
- 13,850.00
Information Technology Company Ltd.
Others - 9,075.02
Total 23,709,906.27 12,768,005.95
Dividends payable Hidoney 38,248,386.76 52,867,231.42
- 87 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(X) 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 Hoi Tung (Shenzhen) Co., Ltd. 1,000,000.00 -
SMT 704,405.12 61,472.00
China Merchants Holdings (International)
508,921.00 381,740.00
Information Technology Company Ltd.
SCT 470,047.59 88,186.88
SMP 362,861.51 288,320.00
Nanshan Group 111,991.70 180,252.32
Haiqin Engineering 88,977.03 488,963.00
CMBL 67,080.00 76,456.00
CMHI 27,194.56 -
Xuqin 11,500.00 55,436.00
International Ocean Shipping 10,000.00 -
China Merchants Property 1,464.12 -
China Merchants Container - 855,383.21
Malai Warehouse - 409,211.00
Others - 18,233.00
Total 3,364,442.63 2,903,653.41
(XI) COMMITMENTS AND CONTINGENCIES
1. Significant 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 25,429,546.67 72,245,147.93
(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 3,285,372.56 22,600,904.11
2nd year subsequent to the balance sheet date 599,468.69 507,861.36
3rd year subsequent to the balance sheet date 389,421.36 280,341.36
More than 3 years 742,712.59 1,023,822.01
Total 5,016,975.20 24,412,928.84
2. Contingencies
No material contingencies that should be disclosed by the Group.
- 88 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XII) EVENTS AFTER THE BALANCE SHEET
1. Profit appropriation
Unit: RMB
Item Amount
Proposed distribution of profits or dividends (Note) 264,353,129.30
Profits or dividends declared to be distributed To be approved by General meeting of shareholders
Note: Please refer to Note (V) 38.
(XIII) OTHER SIGNIFICANT EVENTS
1. Annuity plan
On 3 June 2008, the Group participated in the enterprise annuity plan of Nanshan Group approved
by Shenzhen government. Funds involved were deposited in the managed account coordinated by
Nanshan Group. Staffs would be qualified to participant the annuity plan if the following
requirements are met:
(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.
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 four business segments. The
Group's management periodically evaluates the operating results of these segments to make
decisions about resources to be allocated to the segments and assess their performance. On the
basis of such business segments, the Group determined three reporting segments including load
and unload services, trailer and tugboat business, agency services and other segments, which are
classified based on the nature of business. 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.
- 89 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIII) OTHER SIGNIFICANT EVENTS - continued
2. Segment reporting - continued
(2) Segment financial information
Unit: RMB
Load and unload services Trailer and tugboat business Agency and other services Unappropriated items Inter-segment deduction Total
2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014
Operating income
Revenue arising from external -
1,747,810,379.34 1,691,404,362.86 100,524,805.89 92,043,618.22 24,273,410.93 21,318,195.23 - - - 1,872,608,596.16 1,804,766,176.31
transactions
Revenue arising from inter-segment -
162,565.66 83,771.94 58,445,013.02 62,124,721.03 1,434,632.39 207,864.12 - (60,042,211.07) (62,416,357.09) - -
transactions
Total segment operating income 1,747,972,945.00 1,691,488,134.80 158,969,818.91 154,168,339.25 25,708,043.32 21,526,059.35 - - (60,042,211.07) (62,416,357.09) 1,872,608,596.16 1,804,766,176.31
Reconciling items:
Operating Income in the financial statements 1,872,608,596.16 1,804,766,176.31
Operating cost 930,887,674.04 920,259,787.76 118,198,934.43 120,199,375.78 13,671,511.65 5,843,743.60 - - (60,042,211.07) (62,416,357.09) 1,002,715,909.05 983,886,550.05
Segment operating profits 817,085,270.96 771,228,347.04 40,770,884.48 33,968,963.47 12,036,531.67 15,682,315.75 - - - - 869,892,687.11 820,879,626.26
Reconciling items:
Business taxes and surcharges 5,025,061.87 4,929,369.18 173,686.91 79,876.51 2,353,832.88 3,040,950.51 - - - - 7,552,581.66 8,050,196.20
Administrative expenses 126,052,506.42 111,435,508.57 12,176,192.51 10,221,587.96 6,622,851.39 7,765,161.84 30,793,356.39 26,334,856.68 - - 175,644,906.71 155,757,115.05
Financial expenses 31,337,452.90 46,774,426.75 (1,276,595.12) (859,645.21) (451,057.55) (104,654.68) 29,891,040.33 31,820,673.13 - - 59,500,840.56 77,630,799.99
Impairment losses of assets (189,100.49) 46,314.85 99,631.09 - - (25,381.49) - - - - (89,469.40) 20,933.36
Investment Income - - - - - - 643,131,167.80 601,073,292.24 (542,313,434.94) (508,624,742.62) 100,817,732.86 92,448,549.62
Operating profit 654,859,350.26 608,042,727.69 29,597,969.09 24,527,144.21 3,510,904.95 5,006,239.57 582,446,771.08 542,917,762.43 (542,313,434.94) (508,624,742.62) 728,101,560.44 671,869,131.28
Non-operating income 3,029,421.88 5,046,806.05 150,470.75 71,612.26 320,427.23 309,752.84 - - - - 3,500,319.86 5,428,171.15
Non-operating expenses 3,061,272.21 4,522,220.55 401,448.62 237,295.77 111,865.43 50.00 - - - - 3,574,586.26 4,759,566.32
Gross profit 654,827,499.93 608,567,313.19 29,346,991.22 24,361,460.70 3,719,466.75 5,315,942.41 582,446,771.08 542,917,762.43 (542,313,434.94) (508,624,742.62) 728,027,294.04 672,537,736.11
Income tax expenses 64,894,793.15 85,949,822.45 7,381,628.04 6,202,631.70 377,212.87 612,205.27 2,656,001.37 49,982,576.75 - 75,309,635.43 142,747,236.17
Net profit 589,932,706.78 522,617,490.74 21,965,363.18 18,158,829.00 3,342,253.88 4,703,737.14 579,790,769.71 492,935,185.68 (542,313,434.94) (508,624,742.62) 652,717,658.61 529,790,499.94
- 90 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIII) OTHER SIGNIFICANT EVENTS - continued
2. Segment reporting - continued
(2) Segment financial information - continued
Unit: RMB
Load and unload services Trailer and tugboat business Agency and other services Unappropriated items Inter-segment deduction Total
2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014
Total segment assets 5,381,327,550.98 5,229,761,950.19 221,421,640.98 208,322,467.42 36,860,916.07 38,909,438.74 7,564,266,067.68 7,525,911,369.78 (6,290,103,298.72) (6,067,081,026.45) 6,913,772,876.99 6,935,824,199.68
Total assets in the financial
5,381,327,550.98 5,229,761,950.19 221,421,640.98 208,322,467.42 36,860,916.07 38,909,438.74 7,564,266,067.68 7,525,911,369.78 (6,290,103,298.72) (6,067,081,026.45) 6,913,772,876.99 6,935,824,199.68
statements
Total segment liabilities 1,694,385,386.50 1,816,331,174.66 136,764,838.97 123,665,665.41 27,602,514.14 27,291,812.70 1,802,530,453.59 2,091,829,696.54 (1,976,820,746.33) (1,998,893,750.06) 1,684,462,446.87 2,060,224,599.25
Total liabilities in the financial
1,694,385,386.50 1,816,331,174.66 136,764,838.97 123,665,665.41 27,602,514.14 27,291,812.70 1,802,530,453.59 2,091,829,696.54 (1,976,820,746.33) (1,998,893,750.06) 1,684,462,446.87 2,060,224,599.25
statements
Supplementary information
Depreciation 172,445,076.14 187,332,659.80 11,429,783.53 10,962,794.21 87,975.88 751,744.77 14,601,064.19 181,399.54 - - 198,563,899.74 199,228,598.32
Amortization 41,695,890.13 40,103,747.56 307,536.04 17,496.24 - - - 1,157,879.01 - - 42,003,426.17 41,279,122.81
Interest income 8,846,137.76 2,616,864.78 1,344,086.28 30,603.87 158,571.71 9,596.52 42,708,036.66 11,591,778.62 (47,829,248.10) - 5,227,584.31 14,248,843.79
Interest expense 39,645,349.49 6,202,901.45 65,254.86 - - - 72,132,466.49 75,140,983.95 (47,829,248.10) - 64,013,822.74 81,343,885.40
Investment income from
long-term equity investment - - - - - - 95,337,543.13 88,168,549.62 - - 95,337,543.13 88,168,549.62
under equity method
Long-term equity investment - - - - - - 1,447,024,975.16 1,493,340,275.05 - - 1,447,024,975.16 1,493,340,275.05
under equity method
Non-current assets other than
4,349,568,017.17 4,468,351,033.93 126,029,974.90 134,886,358.44 16,492,521.44 17,209,374.69 175,301,933.69 176,545,504.19 (157,909,567.98) (157,909,567.98) 4,509,482,879.22 4,639,082,703.27
long-term equity investment
- 91 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIII) 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 2015 2014
Revenue from external transactions with domestic customers 1,855,423,240.72 1,800,527,725.81
Revenue from external transactions with Hong Kong customers 17,185,355.44 4,238,450.50
Total 1,872,608,596.16 1,804,766,176.31
Unit: RMB
Item 2015 2014
Non-current assets sourced from Mainland of PRC 4,509,466,040.28 4,639,052,749.99
Non-current assets sourced from Hong Kong 16,838.94 29,953.28
Total 4,509,482,879.22 4,639,082,703.27
(4) Degree of reliance on major customers
The total operating income derived from the top five clients of the Group is RMB886, 448,006.08 ,
occupying 47.34% of the Group's total operating income.
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS
1. Accounts receivable
(1) Disclosure of accounts receivable by categories
Unit: RMB
Closing balance Opening balance
Carrying amount balance Bad debt provision Carrying amount balance Bad debt provision
Proportion Proportion Carrying Proportion Proportion Carrying
Category Amount (%) Amount (%) value Amount (%) Amount (%) 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 5,648,707.20 28.12 - - 5,648,707.20 695,656.53 5.74 - - 695,656.53
Portfolio 2 14,436,075.12 71.88 - - 14,436,075.12 11,419,067.84 94.26 - - 11,419,067.84
Subtotal of portfolios 20,084,782.32 100.00 - - 20,084,782.32 12,114,724.37 100.00 - - 12,114,724.37
Accounts receivable that are
not individually significant
but for which bad debt - - - - - - - - - -
provision has been assessed
individually
Total 20,084,782.32 100.00 - - 20,084,782.32 12,114,724.37 100.00 - - 12,114,724.37
- 92 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S 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 Carrying amount Bad debt Proportion
Aging amount balance provision (%) Carrying value balance provision (%) Carrying value
Within 1 year 14,436,075.12 - - 14,436,075.12 11,419,067.84 - - 11,419,067.84
(2) Top five balances of accounts receivable classified by debtor:
Unit: RMB
Proportion of
the closing
Relationship balance to the Closing balance
with the total accounts of bad debt
Name of entity Company Closing balance receivable (%) provision
Customer F Customer 1,605,220.10 7.99 -
Customer G Customer 1,526,519.00 7.60 -
Customer H Customer 1,270,561.00 6.33 -
Customer I Customer 1,259,169.29 6.27 -
Customer J Customer 694,624.48 3.46 -
Total 6,356,093.87 31.65
2. Other receivables
(1) Disclosure of other receivables by categories
Unit: RMB
Closing balance Opening balance
Carrying amount balance Bad debt provision Carrying amount balance Bad debt provision
Proportion Proportion BCarrying Proportion Proportion
Category Amount (%) Amount (%) value Amount (%) Amount (%) BCarrying 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 1 678,272,733.47 99.82 - - 678,272,733.47 825,995,030.84 99.93 - - 825,995,030.84
Portfolio 2 1,218,472.01 0.18 383,456.60 31.47 835,015.41 563,634.80 0.07 383,456.60 68.03 180,178.20
Subtotal of portfolios 679,491,205.48 100.00 383,456.60 0.06 679,107,748.88 826,558,665.64 100.00 383,456.60 0.05 826,175,209.04
Other receivables that are not
individually significant but for
- - - - - - - - - -
which bad debt provision has been
assessed individually
Total 679,491,205.48 100.00 383,456.60 0.06 679,107,748.88 826,558,665.64 100.00 383,456.60 0.05 826,175,209.04
- 93 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S 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 Carrying Bad debt Proportion Carrying
Aging amount balance provision (%) value amount balance provision (%) value
Within 1 year 835,015.41 - - 835,015.41 180,178.20 - - 180,178.20
More than 1 year 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 1,218,472.01 383,456.60 31.47 835,015.41 563,634.80 383,456.60 68.03 180,178.20
(2) Disclosure of other receivables by nature
Unit: RMB
Item Closing balance Opening balance
Temporary payments 3,726,739.80 4,407,604.66
Deposits 249,328.31 554,934.56
Others 675,515,137.37 821,596,126.42
Including: amounts due from subsidiaries 674,871,443.87 820,189,909.43
Total 679,491,205.48 826,558,665.64
(3) Top five balances of other receivables classified by debtor:
Unit: RMB
Proportion of the
amount to the Closing balance
total accounts of bad debt
Name of entity Nature of the fund Amount Aging receivable (%) provision
Dongguan Chiwan Terminal Temporary payment due
443,275,000.00 Within one year 65.24 -
Company Limited. from subsidiaries
Dongguan Chiwan Wharf Temporary payment due
227,500,000.00 Within one year 33.48 -
Co., Ltd. from subsidiaries
Chiwan Wharf Holdings Temporary payment due More than three
2,850,467.87 0.42 -
(H.K.) Limited. from subsidiaries year
Chiwan Container Terminal Temporary payment due
1,245,976.00 Within one year 0.18 -
Company Limited. from subsidiaries
Temporary payment due
SCT 1,245,976.00 Within one year 0.18 -
from related parties
Total 676,117,419.87 99.50 -
- 94 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS - continued
3. Long-term equity investments
Unit: RMB
Changes
Reconciling items
Investment income from other Cash dividends or Closing balance
under equity comprehensive Other equity profits announced of Provision for of provision for
Investee Opening balance Increase Decrease method income movements issuance impairment Others Closing balance impairment
I. Subsidiaries
Shenzhen Chiwan International Freight Agency
5,500,000.00 - - Not applicable Not applicable Not applicable Not applicable - - 5,500,000.00 -
Company Limited
Shenzhen Chiwan Harbor Container
250,920,000.00 - - Not applicable Not applicable Not applicable Not applicable - - 250,920,000.00 -
Company Limited
Shenzhen Chiwan Transportation
7,000,000.00 - - Not applicable Not applicable Not applicable Not applicable - - 7,000,000.00 -
Company Limited
Chiwan Wharf Holdings (H.K.) Limited 1,070,000.00 - - Not applicable Not applicable Not applicable Not applicable - - 1,070,000.00 -
Shenzhen Chiwan Tugboat Company Limited 24,000,000.00 - - Not applicable Not applicable Not applicable Not applicable - - 24,000,000.00 -
Shenzhen Chiwan Trains-Grains Terminal
33,750,000.00 - 33,750,000.00 Not applicable Not applicable Not applicable Not applicable - - - -
Company Limited
Chiwan Container Terminal Company Limited 421,023,199.85 - - Not applicable Not applicable Not applicable Not applicable - - 421,023,199.85 -
Dongguan Chiwan Wharf Company Limited 186,525,000.00 - - Not applicable Not applicable Not applicable Not applicable - - 186,525,000.00 -
Dongguan Chiwan Terminal Company Limited 175,000,000.00 - - Not applicable Not applicable Not applicable Not applicable - - 175,000,000.00 -
Subtotal 1,104,788,199.85 33,750,000.00 - - 1,071,038,199.85 -
II. Associates -
CMHI 14,654,011.40 - - 957,851.28 - - 2,778,004.73 - - 12,833,857.95 -
CMBL 138,060,583.99 - - 5,857,367.69 - 1,433,091.75 - - - 145,351,043.43 -
China Development Finance Co., Ltd. 105,202,034.31 - 110,955,345.27 5,753,310.96 - - - - - - -
Subtotal 257,916,629.70 110,955,345.27 12,568,529.93 - 1,433,091.75 2,778,004.73 - - 158,184,901.38 -
III. Joint ventures
China Overseas Harbor Affairs (Laizhou)
761,613,322.04 - - 40,102,679.54 - - 30,785,676.52 - - 770,930,325.06 -
Co., Ltd
Total 2,124,318,151.59 - 144,705,345.27 52,671,209.47 - 1,433,091.75 33,563,681.25 - - 2,000,153,426.29 -
- 95 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS -
continued
4. Operating income and operating costs
Unit: RMB
2015 2014
Item Income Cost Income Cost
Principal operating 228,693,176.21 153,418,697.04 197,453,780.29 176,603,054.07
Other operating 32,047,743.16 1,215,450.74 30,272,470.52 1,363,695.23
Total 260,740,919.37 154,634,147.78 227,726,250.81 177,966,749.30
5. Investment income
(1) Details of investment income
Unit: RMB
Item 2015 2014
Income from long-term equity investments under cost method 217,818,690.44 313,001,926.94
Income from long-term equity investments under equity method 52,671,209.47 42,120,784.92
Investment income from the disposal of long-term equity 1,878,969.73 -
iInvestment income on available-for-sale financial assets, etc. 3,601,220.00 4,280,000.00
Total 275,970,089.64 359,402,711.86
(2) Income from long-term equity investments under cost method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2015 2014 compared to the prior period
The dividends distributed by
Chiwan Container Terminal Company Limited 108,370,429.14 149,790,489.01
investee fluctuate.
Shenzhen Chiwan Harbour Container The dividends distributed by
89,592,252.90 124,524,235.19
Company Limited investee fluctuate.
The dividends distributed by
Shenzhen Chiwan Tugboat Company Limited 18,738,081.41 15,724,302.77
investee fluctuate.
The dividends distributed by
Shenzhen Chiwan Transportation Company Limited 858,954.54 2,375,607.47
investee fluctuate.
Shenzhen Chiwan International Freight Agency The dividends distributed by
258,972.45 1,460,271.29
Company Limited investee fluctuate.
The dividends distributed by
Shenzhen Chiwan Terminal Company Limited - 5,634,804.08
investee fluctuate.
Shenzhen Chiwan Trains-Grains Terminal The dividends distributed by
- 13,492,217.13
Company Limited investee fluctuate.
Total 217,818,690.44 313,001,926.94
- 96 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS -
continued
6. Related party transactions
(1) Provision and receipt of services
Unit: RMB
Pricing and decision-
making procedures of
Content of related party related party
transaction transactions 2015 2014
Receipt of services :
Xuqin Landscape engineering Negotiation 1,279,632.70 17,280.00
China Merchants Container Transport services Negotiation 702,070.57 -
Chiwan Property Property management service Negotiation 490,993.70 544,502.00
Shenzhen Chiwan Transportation Company Limited Transportation services Negotiation 272,141.51 4,261,204.82
CMHI Technical service Negotiation 242,359.49 167,735.90
Shenzhen Chiwan International Freight Agency
Agency service Negotiation 83,931.17 -
Company Limited
Haixing Load and unload service Negotiation 60,828.30 19,643.40
Shenzhen Chiwan Transportation Company Limited Transportation services Negotiation 34,226.41 -
SMW Load and unload service Negotiation 30,400.00 1,399,460.00
Shipping Agency Agency service Negotiation 4,925.51 515,823.99
Haiqin Engineering Engineering Management Negotiation - 120,000.00
Total 3,201,509.36 7,045,650.11
Rendering of services:
Dongguan Chiwan Wharf Company Limited Labor dispatch service Negotiation 13,966,685.01 9,609,307.12
China Overseas Harbour Affairs (Laizhou) Co., Ltd Labor dispatch service Negotiation 561,543.76 1,589,663.44
Shipping Agency Berthage fee , etc, Negotiation 183,237.71 6,154.79
Ocean Shipping Agency Load and unload service Negotiation 106,336.59 385,707.00
SCT Load and unload service Negotiation 17,264.15 687,924.54
SMP Load and unload service Negotiation 11,320.75 2,830.20
SMT Load and unload service Negotiation 9,056.60 1,037.74
Xuqin Load and unload service Negotiation 6,762.24 -
Chiwan Container Terminal Company Limited Load and unload service Negotiation 2,169.81 -
Ocean Shipping Tally Load and unload service Negotiation 65,580.00 65,580.00
Total 14,929,956.62 12,348,204.83
(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 11,208,750.00 12,237,750.00
road lighting
Chiwan Container Terminal Co., Ltd. Rental of packing yards 199,151.11 -
Shenzhen Chiwan Port Container Company Rental of packing yards 102,441.59 -
Total 11,510,342.70 12,237,750.00
- 97 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS -
continued
6. Related party transactions - continued
(2) Leases with related parties - continued
The Group as the lessee:
Unit: RMB
Lease payment recognised Lease payment recognised in
Name of lessor Type of leased assets in the current year the previous year
Nanshan Group Land, Office and packing yard 10,272,041.24 14,765,129.22
Chiwan Base Office 1,523,364.72 1,478,320.13
Malai Warehouse Office 1,104,870.00 1,104,870.00
SCT Crane 660,000.00 720,000.00
Chiwan Container Terminal
Building 104,466.02 645,600.00
Company Limited
Total 13,664,741.98 18,713,919.35
7. Amounts due from/to related parties
Unit: RMB
Item Related parties Closing balance Opening balance
China Merchants Bank 57,416,519.17 53,971,405.52
Cash and bank
China Development Finance Co., Ltd. 55,649,145.28 50,520,314.97
balances
Total 113,065,664.45 104,491,720.49
Accounts Chiwan Base 5,113,500.00 93,393.09
receivable
China Overseas Harbour Affairs (Laizhou) Co., Ltd 535,207.20 559,663.44
Others - 42,600.00
Total 5,648,707.20 695,656.53
Other receivables Dongguan Chiwan Terminal Company Limited 443,275,000.00 478,689,909.43
Dongguan Chiwan Wharf Company Limited 227,500,000.00 300,000,000.00
Chiwan Wharf Holdings (H.K.) Limited 2,850,467.87 2,842,827.10
Chiwan Container Terminal Company Limited 1,245,976.00 38,000,000.00
SCT 1,245,976.00 -
Nanshan Group 1,022,760.39 1,022,760.39
Haixing 311,494.00 -
CMPS 311,494.00 -
Chiwan Base 135,621.91 135,621.91
China Merchants Shangzhi 58,766.40 -
Others 38,420.45 31,549.12
Shenzhen Chiwan Shipping and Transportation
- 3,500,000.00
Company Limited
Shenzhen Chiwan Trains-Grains Terminal Company Limited - 213,519.54
Total 677,995,977.02 824,436,187.49
- 98 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS -
continued
7. Amounts due from/to related parties - continued
Item Related parties Closing balance Opening balance
Long-term
Chiwan Wharf Holdings (H.K.) Limited 11,004,284.75 11,004,284.75
receivables
Accounts Nanshan Group 3,106,063.74 2,729,340.60
payable
Xuqin 1,445,977.80 703,242.00
SCT 60,000.00 135,660.96
SMW - 1,399,460.00
Chiwan Container Terminal Company Limited - 215,200.00
Shenzhen Chiwan Transportation Company Limited - 163,236.00
Total 4,612,041.54 5,346,139.56
Other payables Shenzhen Chiwan Harbour Container Company Limited 190,759,953.28 88,200,907.40
Shenzhen Chiwan Transportation Company Limited 42,501,681.28 43,706,556.61
Dongguan Chiwan Wharf Company Limited 28,650,894.16 6,799,553.27
Chiwan Container Terminal Company Limited 22,420,393.04 30,125,977.04
Shenzhen Chiwan Shipping and Transportation
17,656,552.77 429,181.32
Company Limited
Dongguan Chiwan Terminal Company Limited 14,259,301.60 5,267,541.71
Shenzhen Chiwan International Freight Agency
1,059,758.93 698,090.93
Company Limited
Chiwan Wharf Holdings (H.K.) Limited 673,055.09 596,461.77
Nanshan Group 60,054.00 163,673.95
Xuqin 10,000.00 -
China Merchants Holdings (International) Information
6,400.00 6,400.00
Technology Company Ltd.
Shenzhen Chiwan Trains-Grains Terminal Company Limited - 80,645,134.77
China Merchants Container - 855,383.21
Total 318,058,044.15 257,494,861.98
Interests payable Shenzhen Chiwan Harbour Container Company Limited 1,121,027.45 549,835.65
Shenzhen Chiwan Transportation Company Limited 796,967.00 353,917.27
Shenzhen Chiwan Tugboat Company Limited 23,204.11 -
Shenzhen Chiwan Trains-Grains Terminal Company Limited - 1,502,479.48
Total 1,941,198.56 2,406,232.40
Note: The Company collectively manages and coordinates the use of the capital within the Group.
The subsidiaries deposit their funds with the Company, and apply for fund when needed.
The Company collects fund usage expenses based on the actual financing costs incurred.
- 99 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
(XIV) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS -
continued
8. Supplementary information to the cash flow statement
Unit: RMB
Supplementary information 2015 2014
1. Reconciliation of net profit to cash flows from operating
activities:
Net profits 264,241,215.72 268,153,919.27
Add: Provision for impairment losses of assets - -
Depreciation of fixed assets 13,720,795.92 13,935,814.15
Depreciation and amortization of investment property 880,268.27 959,434.32
Amortization of intangible assets 3,060,842.80 3,375,890.11
Amortization of long-term prepaid expenses 469,660.48 879,424.32
Losses(Profits) on disposal of fixed assets, intangible assets
476,289.37 3,996,363.21
and other long-term assets
Financial expenses 80,785,844.84 80,156,956.30
Loss (Gains) arising from investments (275,970,089.64) (359,402,711.86)
Decrease (Increase) in deferred tax assets 11,093,096.27 45,976,703.93
Decrease(Increase) in inventories (201,851.14) 326,794.23
Decrease (Increase) in operating receivables 219,516,152.90 26,962,983.17
Increase (Decrease) in operating payables 53,050,704.06 (128,856,903.43)
Net cash flows from operating activities 371,122,929.85 (43,535,332.28)
2. Net changes in cash and cash equivalents:
Closing balance of cash 331,615,767.60 281,427,034.32
Less: Opening balance of cash 281,427,034.32 465,329,241.75
Net increase (decrease) in cash 50,188,733.28 (183,902,207.43)
- 100 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2015
1. BREAKDOWN OF EXTRAORDINARY GAINS AND LOSSES
Unit: RMB
Item Amounts Description
Profit or loss on disposal of non-current assets (748,062.06)
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 934,144.81
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 -
Provision of impairment losses 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 1,618,620.58
Other profit or loss that meets the definition of non-recurring profit or loss -
Tax effects (579,718.94)
Effects of minority interest (after tax) (1,517,022.85)
Total (292,038.46)
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 in 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 ordinary shareholders
12.338 0.819 0.819
Net profit attributable to ordinary shareholders
after deducting extraordinary gains and 12.344 0.819 0.819
losses
