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深赤湾B:2016年第三季度报告正文(英文版)2016-10-28  

						Shenzhen Chiwan Wharf Holdings Limited                                                  Third Quarter Report 2016


Stock code: 000022 /200022               Short form: Chiwan Wharf A/Chiwan Wharf B   Announcement No. 2016-045




     SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

                             THIRD QUARTER REPORT 2016




                                Date of disclosure: 28 October 2016
Shenzhen Chiwan Wharf Holdings Limited                                           Third Quarter Report 2016




                                Section I Important Statements

The board of directors (the “Board”), the board of supervisors (the “Board of Supervisors”) as well
as the directors, supervisors and senior management of Shenzhen Chiwan Wharf Holdings Limited
(the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this
Report, and shall be jointly and severally liable for any false representation, misleading statements
or material omissions in this Report.
All the directors attended the board meeting for the review of this Report.
Board Chairman Shi Wei, Chief Financial Officer Zhang Fang and Financial Manager Li Li hereby
guarantee that the financial statements carried in this Report are factual, accurate and complete.
This Report has been prepared in both Chinese and English. Should there be any discrepancies or
misunderstandings between the two versions, the Chinese version shall prevail.




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Shenzhen Chiwan Wharf Holdings Limited                                                                       Third Quarter Report 2016




                Section II Financial Highlights & Shareholder Changes

I Highlights of accounting data and financial indicators

Whether the Company performs any retroactive adjustments to or restatements of its accounting data of last year due to change in
accounting policies or correction of accounting errors
□ Yes √ No

                                                30 September 2016                   31 December 2015                    +/- (%)

Total assets (RMB)                                        6,710,692,291.27               6,913,772,876.99                          -2.94%

Net assets attributable to shareholders
                                                          4,607,138,778.85               4,439,600,537.05                           3.77%
of the Company (RMB)

                                             July-September 2016          YoY +/- (%)        January-September 2016        YoY +/- (%)

Operating revenues (RMB)                          513,538,393.69                     0.73%          1,418,348,045.93                2.00%

Net profit attributable to shareholders of
                                                  160,704,737.43                    -8.45%             427,240,244.40               2.33%
the Company (RMB)
Net profit attributable to shareholders of
the Company excluding exceptional                 160,374,471.28                    -8.50%             425,090,855.59               1.45%
profit and loss (RMB)
Net cash flows from operating activities
                                                     --                        --                      573,323,438.12             -11.12%
(RMB)

Basic earnings per share (RMB/share)                          0.249                 -8.46%                     0.663                2.31%

Diluted earnings per share (RMB/share)                        0.249                 -8.46%                     0.663                2.31%

Weighted average return on equity (%)                        3.55%                  -0.59%                     9.41%               -0.45%

                                                                                                                               Unit: RMB

                                  Item                                       January-September 2016                     Note
Profit/loss on disposal of non-current assets (including offset asset
                                                                                             -396,232.45
impairment provisions)
Government grants charged to the profit/loss for the period (except
for the government grants closely related to the business of the
                                                                                              792,260.53
Company and given at a fixed quota or amount in accordance with
nationally uniform standards)
Non-operating revenue and expense other than the above                                       2,340,740.57

Less: Corporate income tax                                                                    251,258.43

        Minority interests (after tax)                                                        336,121.41

Total                                                                                        2,149,388.81                 --

Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the Explanatory
Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Profit and Loss,
or reclassified any exceptional profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss
□ Applicable √ Not applicable


                                                                      2
Shenzhen Chiwan Wharf Holdings Limited                                                                        Third Quarter Report 2016


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

1. Total number of ordinary shareholders and preference shareholders who had resumed their voting right
& shareholdings of top 10 shareholders at the period-end

                                                                                                                             Unit: share
                                                                               Total    number    of    preference
Total number of shareholders at 34,249 shareholders in total, including 23,914 shareholders who had resumed their
                                                                                                                   0
the end of the Reporting Period A-share holders and 10,335 B-share holders     voting right at the end of the
                                                                               Reporting Period
                              Shareholdings of top 10 shareholders (all being non-restricted share holders)
                                                                                     Number of         Type of shares     Shares
                                                   Nature of       Percentage of
               Name of shareholder                                               non-restricted shares (A, B, H or      pledged or
                                                  shareholder      shareholding
                                                                                         held             other)      frozen (share)
CHINA NANSHAN      DEVELOPMENT State-owned
                                                                          32.52%             209,687,067        A share          0
(GROUP) INC.                     corporation
                                 Ordinary domestic
SHENZHEN MALAI STORAGE CO., LTD.                                          25.00%             161,190,933        A share          0
                                 corporation
                                 Foreign
KEEN FIELD ENTERPRISES LIMITED                                             8.58%              55,314,208        B share          0
                                 corporation
CMBLSA RE FTIF TEMPLETON ASIAN Foreign
                                                                           7.43%              47,914,954        B share      Unknown
GRW FD GTI 5496                  corporation

                                                                                               3,769,399        A share
                                               Domestic
ZHU WUGUANG                                                                0.58% 3,973,723                                   Unknown
                                               individual
                                                                                                 204,324        B share

BBH A/C VANGUARD EMERGING       Foreign
                                                                           0.41%               2,617,518        B share      Unknown
MARKETS STOCK INDEX FUND        corporation
                                Foreign
TEMPLETON ASIAN GROWTH FUND                                                0.39%               2,534,858        B share      Unknown
                                corporation
SHENWAN HONGYUAN SECURITIES     Foreign
                                                                           0.39%               2,486,586        B share      Unknown
(HK) LIMITED                    corporation
CHINA MERCHANTS SECURITIES (HK) State-owned
                                                                           0.34%               2,214,824        B share      Unknown
CO., LTD.                       corporation
                                Foreign
NORGES BANK                                                                0.26%               1,660,562        B share      Unknown
                                corporation
                                                                  China Merchants Port Holdings Company Limited* (CMPort) is a
                                                                  shareholder of China Nanshan Development (Group) Inc.. (CND
                                                                  Group). Shenzhen Malai Storage Co., Ltd. (Malai Storage) and Keen
Related or act-in-concert parties among the shareholders above
                                                                  Field Enterprises Limited are both wholly-funded subsidiaries of
                                                                  CMPort. Other than that, the Company does not know whether the
                                                                  other non-restricted shareholders are related parties or not.


* China Merchants Port Holdings Company Limited is formerly known as “China Merchants Holdings (International) Company
Limited” (CMHI). The said name change took place on 10 August 2016.


Did any of the top 10 ordinary shareholders or the top 10 non-restricted ordinary shareholders of the Company conduct any
promissory repo during the Reporting Period?
□ Yea √ No


2. Total number of preference shareholders and shareholdings of the top 10 of them at the period-end

□ Applicable √ Not applicable

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    Shenzhen Chiwan Wharf Holdings Limited                                                                 Third Quarter Report 2016




                                              Section III Significant Events

    I Changes in main accounting statement items and financial indicators in the Reporting
    Period, as well as reasons for the changes

    √ Applicable □ Not applicable
                                                                                                                            Unit: RMB
                    30 September            31 December
     Item                                                          +/-         +/- (%)                Main reason for change
                        2016                    2015

Monetary funds      458,277,511.84          683,138,123.66   -224,860,611.82   -33%      More self-owned funds were used to repay debts

                                                                                         Discounts have not yet been given as to the
Accounts                                                                                 container handling revenue of the period; and
                    268,506,909.40          189,016,564.86    79,490,344.54     42%
receivable                                                                               there was a slight increase in the turnover days of
                                                                                         accounts receivable
Other accounts                                                                           Payment of a second-phase watercourse
                     36,503,112.16           14,908,748.44    21,594,363.72    145%
receivable                                                                               occupancy fee (to be returned by the government)
Construction in                                                                          Building of new plate silos for bulk cargos and
                     82,575,754.44           22,222,084.78    60,353,669.66    272%
progress                                                                                 berth renewal
Short-term                                                                               Repayment of short-term borrowings with
                                      -     141,610,178.37   -141,610,178.37   -100%
borrowings                                                                               self-owned funds
                                                                                         The “13 Chiwan 01” Corporate Bond was
Non-current
                                                                                         redeemed ahead of maturity, so the bonds payable
liabilities due     504,004,136.75            5,306,254.17   498,697,882.58    9398%
                                                                                         of RMB500 million were reclassified into
within one year
                                                                                         non-current liabilities due within one year
Other current                                                                            Repayment of some short-term bonds with
                    150,000,000.00          500,000,000.00   -350,000,000.00   -70%
liabilities                                                                              self-owned funds
                                                                                         The “13 Chiwan 01” Corporate Bond was
                                                                                         redeemed ahead of maturity, so the bonds payable
Bonds payable                         -     497,764,383.59   -497,764,383.59   -100%
                                                                                         of RMB500 million were reclassified into
                                                                                         non-current liabilities due within one year
                   January-Septem         January-Septembe
     Item                                                          +/-         +/- (%)                Main reason for change
                      ber 2016                 r 2015
                                                                                         Interest cost decreased as the average balance of
Finance costs        21,711,836.73           48,443,583.46    -26,731,746.73   -55%      interest-bearing debts and the average loan rate
                                                                                         decreased
                                                                                         Expiration of the income tax preferential policy
Corporate                                                                                (exemption for first three years and half reduction
                     79,443,347.70           58,030,462.54    21,412,885.16     37%
income tax                                                                               for second three years) of subsidiary Dongguan
                                                                                         Chiwan Wharf Company Limited from this year
                                                                                         In the same period of last year, the money
Cash received
                                                                                         advanced for clients as to the Tonggu shipping
from other
                      8,890,587.84           39,974,117.19    -31,083,529.35   -78%      lane was repaid and the first-phase watercourse
operating
                                                                                         occupancy fee was returned, while there were no
activities
                                                                                         such cases in the current period
                                                                                         In the current period, the money advanced for
Cash paid for
                                                                                         clients increased and the second-phase
other operating      62,502,243.86           21,666,665.93    40,835,577.93    188%
                                                                                         watercourse occupancy fee was paid, while there
activities
                                                                                         were no such cases in the same period of last year
Cash received                                                                            In the current period, dividends from associate
as return on         77,454,161.88           34,386,896.52    43,067,265.36    125%      Mawan Wharf were received, while there were no
investments                                                                              such cases in the same period of last year
Cash received
from issuance       150,000,000.00          800,000,000.00   -650,000,000.00   -81%      Decrease in short-term bonds issued
of bonds


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       Shenzhen Chiwan Wharf Holdings Limited                                                                     Third Quarter Report 2016


   Repayment of                                                                                 The first phase of corporate bonds of RMB500
                        745,531,586.99     1,100,000,000.00    -354,468,413.01        -32%
   borrowings                                                                                   million was repaid in the same period of last year
   Cash paid for
                                                                                                In the same period of last year, controlled
   interest
                                                                                                subsidiary Chiwan Container Terminal Co., Ltd.
   expenses and
                        286,096,232.65      464,056,566.07     -177,960,333.42        -38%      distributed minority distributed dividends to
   distribution of
                                                                                                minority shareholders, while there were no such
   dividends or
                                                                                                cases in the same period of last year
   profit


       II Progress on significant events, as well as the influence and solutions

       □ Applicable √ Not applicable


       III Commitments of the Company, its shareholders, actual controller, acquirer, directors,
       supervisors, senior management or other related parties fulfilled in the Reporting Period or
       ongoing at the period-end

       √ Applicable □ Not applicable
                                                                           Time of
                Commitm     Type of                                                           Period of
 Commitment                                         Contents               making                                         Fulfillment
                ent 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
                                           In order to enhance the
                                                                                                           Directors of the Company was authorized
                                           shareholding confidence of
                                                                                                           to formulate and carry out an equity
                                           tradable share holders, and
                                                                                                           incentive plan at a proper timing according
                                           encourage the core
                                                                                                           to applicable laws and regulations. In Jun.
                                           management and key
                                                                                                           2014, according to  jointly
                                           and all the shareholders can
                                                                                                           promulgated by the State-owned Assets
                                           coincide, CND made a
                                                                                                           Supervision and Administration
Share reform    CND                        commitment to entrust,
                           Other                                         April 2006     Standing           Commission of the State Council and the
commitment      Group                      through the general meeting
                                                                                                           Ministry of Finance, as well as 
                                           to formulate and carry out an
                                                                                                           promulgated by CSRC, the equity
                                           equity incentive plan at a
                                                                                                           incentive plan could not be successfully
                                           proper timing after the
                                                                                                           formulated due to policy and regulation
                                           completion of the share
                                                                                                           changes, as well as some restrictions.
                                           division reform according to
                                                                                                           Therefore, the Company has decided not to
                                           applicable laws and
                                                                                                           formulate and carry out the equity
                                           regulations.
                                                                                                           incentive plan for now. The Board of
                                                                                                           Directors will continue to follow and study
                                                                                                           relevant policies and regulations, and
                                                                                                           reconsider formulating and carrying out a
                                                                                                           new equity incentive plan according to the
                                                                                                           actual situation of the Company and
                                                                                                           executing the decision-making procedure.

                           Commitment      1. Commitments made by                       Concerning
Commitment                                 CMPort about share custody;                  horizontal
                           on horizontal
in the                                                                                  competition, it
                           competition,    2. Commitment made by
acquisition                                                                             is promised that In the process of execution
               CMPort      related-party   CMPort about guaranteeing 2012-09-17
report or the                                                                           the horizontal
                           transactions    the independency of the
report on                                                                               competition
                           and capital     Company;
equity changes                                                                          issue will be
                           occupation      3. Commitment made by                        solved through
                                                                        5
        Shenzhen Chiwan Wharf Holdings Limited                                                                     Third Quarter Report 2016


                                            CMPort about horizontal                       ways such as
                                            competition; and                              asset
                                            4. Commitment made by                         reorganization
                                            CMPort about regulating                       in the coming
                                            related-party transactions                    3-5 years. And
                                                                                          the other three
                                                                                          commitments
                                                                                          are subject to
                                                                                          the share
                                                                                          custody period.
                                            1. Commitment made by
                                            Malai Storage about
                                            guaranteeing the
                            Commitment      independency of the
                            on horizontal   Company;                                      Whenever
                            competition,                                                  Malai Storage
                Malai                       2. Commitment made by
                            related-party                                  2012-12-27     holds the         In the process of execution
                Storage                     Malai Storage about
                            transactions                                                  Company’s
                                            horizontal competition; and
                            and capital                                                   shares
                            occupation      3. Commitment made by
                                            Malai Storage about
                                            regulating related-party
                                            transactions
                                            CND Group irrevocably and
                                            unconditionally agrees that if
                                            Chiwan Wharf suffers from
                                            any loss, expense, liability,
                                            demanded compensation or
                                            law suit due to any actual or
                                            potential illegality or
                                            unenforceability in any land 2001-03-20;
                CND                         use agreement or relevant      2003-06-18;
                            Other                                                         Standing          In the process of execution
                Group                       documents signed or to be      2004-09-29
                                            signed by CND Group or
                                            other related problems, CND
                                            Group promises to give full
                                            immunity to the recipient
                                            party of the land use right
                                            and its inheritor and the
Other                                       recipient person regarding
commitments                                 the aforesaid matters.
made to
minority                                    If the Company cannot pay
shareholders                                interest on time, pay
                                            principals upon maturity or
                                            is involved in any violation,
                                            it shall at least take the
                                            following measures:
                                            1. Not to distribute profit to                Whenever any
                                            shareholders;                                 of the corporate Fulfilled. The “13 Chiwan 01” Corporate
                The                                                        2013-10-18
                        Other               2. Suspend capital outlay                     bonds of “13    Bond has been redeemed on 18 October
                Company
                                            projects such as significant                  Chiwan 01”      2016.
                                            outward investments or                        exists
                                            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
                                                                                            N/A
in case of commitment unfulfilled on time




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         Shenzhen Chiwan Wharf Holdings Limited                                                                               Third Quarter Report 2016


         IV Performance forecast for Y2016

         Warning of possible loss or considerable YoY change in the accumulative net profit made during the year-beginning to the end of the

         next reporting period, as well as the reasons
         □ Applicable √ Not applicable


         V Securities investment

         √ Applicable □ Not applicable
                                                                                                                                                Unit: RMB
                                                                                                                                  Gain/loss
                                         Initial      Number of shares Shareholding      Number of     Shareholding
Variety of Code of       Name of                                                                                     Closing book    in     Accounting      Source of
                                       investment          held at       percentage at  shares held at percentage at
securities securities    securities                                                                                     value     Reporting    title          stock
                                          cost        period-beginning period-beginning period-end      period-end
                                                                                                                                   Period
                                                                                                                                                          Corporate
                                                                                                                                          Available-fo    shares, which
                        Ninghu                                                                                                            r-sale          are allowed for
Stock      600377                         1,120,000         1,000,000             0.02%     1,000,000       0.02%     8,810,000   400,000
                        Expressway                                                                                                        financial       circulation
                                                                                                                                          assets          after share
                                                                                                                                                          reform
                                                                                                                                           Available-fo
                        Petro-chemi                                                                                                        r-sale         Corporate
Stock      400032                         3,500,000           780,000             0.26%       780,000       0.26%       382,200          -
                        cal A1                                                                                                             financial      shares
                                                                                                                                           assets
                                                                                                                                           Available-fo
                                                                                                                                           r-sale         Corporate
Stock      400009       Guang Jian 1        27,500             20,000             0.02%        20,000       0.02%        17,000          -
                                                                                                                                           financial      shares
                                                                                                                                           assets

Total                                     4,647,500         1,800,000        --             1,800,000      --         9,209,200   400,000       --              --



         VI Investment in derivative financial instruments

         □ Applicable √ Not applicable
         No such cases in the Reporting Period.


         VII Visits paid to the Company for purposes of research, communication, interview, etc.
         during the Reporting Period

         √ Applicable □ Not applicable

                Date of visit                       Way of visit            Type of visitor               Index to main inquiry information

                                       Phone talk, one-on-one                                 Main inquiry: basic business condition, investments and
                                       meeting and written inquiry                            financial condition of the Company;
                                                                    Individual and
         July-September 2016           (through the EasyIR platform                           Materials provided: brochure of the Company;
                                                                    institution
                                       of the Shenzhen Stock                                  Index: SZSE EasyIR
                                       Exchange)                                              (http://irm.cninfo.com.cn/ssessgs/S000022/index.html)


         VIII Illegal provision of guarantees for external parties

         □ Applicable √ Not applicable
         No such cases in the Reporting Period.




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Shenzhen Chiwan Wharf Holdings Limited                                                                     Third Quarter Report 2016


IX Occupation of the Company’s funds for non-operating purposes by the controlling
shareholder and its related parties

□ Applicable √ Not applicable
No such cases in the Reporting Period.


X Internal control progress

Pursuant to the “Internal Control Rules for Enterprises” and the mating guidelines, the Company has completed the following
internal control tasks for the third quarter of 2016:
1. The internal control task groups of the Headquarters and the subsidiaries have reviewed the flow chart risk matrix assessment of
last year, and have re-described work flows within the internal control improvement scope according to business changes this year so
as to formulate an internal control risk matrix and a core flow chart for the Company for 2016.
2. The internal control task groups of the Headquarters and the subsidiaries have searched for defects in internal control by designing
and running effectiveness tests.
3. The Company has searched for risks by going through the operation flows and has made a list of risks.
The Company carries out the internal control-related work according to the schedule for the internal control improvement plan for
2016. And the internal control project is right on schedule, with no derivation or delay.




                                                                        For and on behalf of the Board
                                                                                       Shi Wei
                                                                                      Chairman
                                                               Shenzhen Chiwan Wharf Holdings Limited
                                                                             Dated 28 October 2016




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