The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
2016 ANNUAL REPORT
Disclosed on 28 March 2017
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section I. Important Statements, Contents & Terms
The Board of Directors, the Supervisory Board 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 Xiaopeng
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 7th Meeting of the 8th Board of
Directors.
Possible risks faced by the Company and countermeasures have been explained in “Section IV.
Performance Discussion and Analysis” 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 RMB4.96 (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 2016 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..................................................................................... 8
Section IV. Performance Discussion and Analysis.......................................................10
Section V. Significant Events........................................................................................25
Section VI. Share Changes & Particulars about Shareholders.....................................38
Section VII. Preference Shares..................................................................................... 45
Section VIII. Directors, Supervisors, Senior Management Staff & Employees..........46
Section IX. Corporate Governance...............................................................................59
Section X. Corporate Bonds......................................................................................... 74
Section XI. Auditor's Report (See Attached)................................................................75
Section XII. Documents Available for Reference........................................................ 76
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The 2016 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
CMPort China Merchants Port Holdings 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 of
CCT
the Company)
State-Owned Assets Supervision and Administration
SASAC of the State Council
Commission of the State Council
CSRC China Securities Regulation Commission
Shenzhen CSRC Shenzhen Bureau of China Securities Regulatory 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”
The cninfo website www.cninfo.com.cn
* China Merchants Holdings (International) Company Limited has officially changed its name to
“China Merchants Port Holdings Company Limited” on 10 August 2016.
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The 2016 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 the
深赤湾
Company
English name of the Company (if
Shenzhen Chiwan Wharf Holdings Limited
any)
Abbr. of the English name of the
Chiwan Wharf
Company (if any)
Legal representative of the Company Shi Wei
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 Company http://www.szcwh.com
Email address cwh@szcwh.com
II. Contact us
Company Secretary Securities 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
Securities Times, Ta Kung Pao (HK)
disclosure
Internet website designated by CSRC for disclosing this
http://www.cninfo.com.cn
Report
Where this Report is placed Company Secretary’s Office
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
IV. Changes in the registered information
Credibility 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
Item 2016 2015 of current year 2014
over last year
Operating revenues 1,905,107,140.42 1,872,608,596.16 1.74% 1,804,766,176.31
Net profits attributable to
532,376,492.97 527,751,492.42 0.88% 417,594,271.33
shareholders of the parent
Net profits attributable to
shareholders of the parent before 530,615,980.15 528,043,530.88 0.49% 417,628,589.12
extraordinary gains and losses
Net cash flows from operating
827,754,904.11 977,850,737.45 -15.35% 818,315,147.74
activities
Basic EPS (RMB Yuan/share) 0.826 0.819 0.85% 0.648
Diluted EPS (RMB Yuan/share) 0.826 0.819 0.85% 0.648
Weighted average ROE (%) 11.64% 12.34% -0.70% 10.36%
Increase/decrease
of current year-
Item As at 31 Dec. 2016 As at 31 Dec. 2015 As at 31 Dec. 2014
end than last year-
end
Total assets 6,620,476,709.79 6,913,772,876.99 -4.24% 6,935,824,199.68
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Net assets attributable to
4,709,815,552.89 4,439,600,537.05 6.09% 4,115,298,831.59
shareholders of the Company
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 441,414,712.95 463,394,939.29 513,538,393.69 486,759,094.49
Net profits attributable to
121,221,004.55 145,314,502.42 160,704,737.43 105,136,248.57
shareholders of the parent
Net profits attributable to
shareholders of the parent before 120,104,236.05 144,612,148.26 160,374,471.28 105,525,124.56
extraordinary gains and losses
Net cash flows from operating
101,594,145.81 267,063,097.99 204,666,194.32 254,431,465.99
activities
Indicate by tick mark whether there are any material differences between the financial indicators
above or their summations and those which have been disclosed in quarterly or semi-annual reports
□ Yes √ No
IX. Extraordinary gains and losses
Unit: RMB Yuan
Item 2016 2015 2014 Note
Profit or loss on disposal of non-current assets -2,468,885.29 -748,062.06 -4,364,137.54
Government grants recognized in profit or
loss (except for grants that are closely related
to the Company's business and are in amounts 1,046,444.12 934,144.81 2,489,528.50
and quantities fixed in accordance with the
national standard)
Other non-operating income or expenses other
3,961,699.05 1,618,620.58 2,543,213.87
than above
Less: Tax effects 595,892.67 579,718.94 40,993.60
Effects of minority interest (after tax) 182,852.39 1,517,022.85 661,929.02
Total 1,760,512.82 -292,038.46 -34,317.79 --
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 2016 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. The Company has 6 container berths
and 7 bulk cargo berths in Chiwan Wharf (Shenzhen), 3 container berths in Mawan Wharf
(Shenzhen) and 5 bulk cargo berths in Machong Wharf (Dongguan). The Company also has an
investment in Laizhou Wharf in Shandong Province.
In the reporting period, the global economy was in deep change, international trade remained
sluggish and slow growth became an ordinary state for the port industry, urging faster
transformation by upgrading and integration of port resources. As a regional hub for container and
bulk cargo carriers, the Company enjoyed growing business results as well as a stable and
improving market position.
II. Material changes in main assets
1. Material changes in main assets
□ Applicable √ Inapplicable
2. Main assets overseas
□ Applicable √ Inapplicable
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.
Material changes as below in the Company’s core competitiveness during the reporting period:
1. Container handling business: A R&D project of smart quayside handling has been set up and four
quay cranes have been put into trial operation in May 2016. The project of broadening and dredging
Tonggu Sea Route went into operation in Nov, which would create a water depth navigable for
vessels around the clock in Shenzhen western port area, achieving a bottleneck-breaking result.
2. Bulk cargo handling business: In June 2016, State I of Machong Wharf II was granted the
Acceptance Certificate of Completed Wharf Project by the Department of Transportation of
Guangdong Province. In the same month, Machong Wharf obtained an administrative permit from
Huangpu Customs to build bonded warehouses for public use with an area of 15,700 ㎡,which was
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
checked and accepted by the Customs. In Dec, the Technological transformation of Berth 7# ,
Chiwan Port was completed.
These improvements in resource capacity will further increase the Company’s competitiveness and
provide guarantee for its continuously stable development.
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section IV. Performance Discussion and Analysis
I. Business review
In 2016, the global economy remained in deep change which varied markedly among different
regions. Profound changes also happened with trade rules, production modes, industrial layout,
international division of labor, currency systems, etc. China steadily pushed forward its supply-side
structural reform and transformation and deepened its pilot free trade zone reform. Its economic
growth further slowed down to 6.7%, with the total import and export value down by 0.9% from
last year. With continuously sluggish global shipping, the domestic port industry also grew at a
slow pace. The country’s coastal ports above the designated size registered a cargo throughput of
8.08 billion metric tons, representing 3.0% growth from last year, and a container throughput of 190
million TEU, up 3.4% from the year earlier. Under such circumstances, main production and
operation indicators of the Company for the reporting period all registered increase. To be specific,
the Company achieved a cargo throughput of 67.8 million metric tons, a year-on-year increase of
1.8%, which generated operating revenues of RMB1.91 billion, up 1.7% from last year; total profits
of RMB0.77 billion, up 5.9% on a year-on-year basis; and net profits attributable to the Company
(excluding subsidiaries) of RMB0.53 billion, representing a 0.9% growth from the year earlier.
1. Container handling business
Growth in the global container capacity significantly slowed down, but overcapacity wasn’t
substantively improved. With lower earnings for shipping enterprises, the bankrupt of Hanjin
Shipping, the 7th largest shipping company in the world shocked the shipping industry. The
shipping alliances were on the verge of a reshuffle due to series of merging and reorganization
events in the industry. In the reporting period, container throughput of main ports in South China
declined by 1.2% year on year, of which the data of Shenzhen port declined by 1.0%. We
strengthened business expansion, closely followed up the route adjustment caused by the alliance
reshuffle, energetically explored qualified routes, leading to growth in both local and transit
container handling. We handled 5.035 million TEU of containers, up 5.8% on a year-on-year basis,
accounting for 21% of the Shenzhen port market, 1 percentage point higher than the same period of
last year.
2. Bulk cargo handling business
Due to the government’s structural reform of the supply front, as well as the market demand,
China’s imports of grain and fertilizer both decreased sharply. We adopted a business strategy of
working on both domestic and foreign trade. As a result, the considerable growth in the domestic
grain and feedstuff throughput made up for the drop in the foreign counterpart, and our total grain
and feedstuff throughput is still at a leading position in the Pearl River Delta. Meanwhile, despite a
weak demand, we are still a leader in terms of fertilizer throughput, with the compound fertilizer
imports handled accounting for around 50% of China’s market. At the same time, we strengthened
business expansion. Breakthroughs have been made in new business and the comprehensive
logistics services based on the ports have continued to develop, making clients more dependent on
us. In the reporting period, we achieved a bulk cargo throughput of 18.822 million tons, down 2.4%
from the year earlier.
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
3. Supporting services and investment management
Our supporting services of tow truck, tugboat, customs clearance, barge and the like went on
smoothly, and gained goods. Meanwhile, our main investees such as China Overseas Harbour
Affairs (Laizhou) Co., Ltd., and China Merchants Holdings (International) Information Technology
Co., Ltd. achieved greatly improved business results, producing much higher returns on our
investments from a year earlier.
Business highlights of the Company for the past three years are set out as follows:
Main business indicator 2016 2015 2014
Total throughput (thousand tons) 67,800 66,618 63,002
Among which:
5,035 4,760 4,958
Container throughput (thousand TEU)
Bulk cargo throughput (thousand tons) 18,822 19,283 15,139
Hours charged for tow trucks (thousand hours) 1,165 1,129 1,170
Hours charged for tugboats (hour) 32,530 34,098 28,642
In the reporting period, we continued to push forward lean management and innovation work, and
emphasized on improving quality and efficiency. We adapted to the management requirements in
new situations by sorting and optimizing management process, as well as revising and perfecting
systems. We combined theory training with work practice, and strengthened the guiding function of
data analysis. Through making use of interest technologies, we carried forward the fusion of
production network, and the Company’s informationization. We encouraged technique and process
reform, and new technology application, focused on solving and improving issues in the front line
of production, and accomplished multiple projects of technical innovation. We combined the main
wharf business with supporting businesses, arranged the participation in multiple logistics links,
explored and extended the logistics chain service in ports. We developed special management and
control on key costs, reached the annual target on management and control, and realized the
increase of operating profits. We also expanded financing channels for a better debt structure and
reduced the loans to avoid exchange rate risk, which helped cut down our finance costs in a
significant way.
II. Main business analysis
1. Overview
Changes in main financial indicators in the reporting period are as follows:
Unit: RMB Yuan
Item 2016 2015 +/- Reason
Operating revenues 1,905,107,140.42 1,872,608,596.16 1.74% -
Operating costs 1,050,465,880.51 1,002,715,909.05 4.76% -
Administrative
174,521,284.02 175,644,906.71 -0.64% -
expenses
Decrease in average
balance of interest-
Finance costs 17,022,615.47 59,500,840.56 -71.39%
bearing debts and average
loan interest
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Net cash flows from
827,754,904.11 977,850,737.45 -15.35% -
operating activities
2. Revenues and costs
(1) Breakdown of operating revenues
Unit: RMB Yuan
2016 2015
Item In operating In operating +/-
Amount Amount
revenues revenues
Operating
1,905,107,140.42 100% 1,872,608,596.16 100% 1.74%
revenues
By segments
Load and unload
1,782,343,936.83 93.56% 1,747,972,945.00 93.34% 1.97%
services
Trailer and 158,782,168.60 8.33% 158,969,818.91 8.49% -0.12%
tugboat business
Agency and other
29,384,718.03 1.54% 25,708,043.32 1.37% 14.30%
services
Inter-segment
deduction -65,403,683.04 -3.43% -60,042,211.07 -3.21% 8.93%
By areas
Mainland China 1,886,725,592.26 99.04% 1,855,423,240.72 99.08% 1.69%
Hong Kong,
18,381,548.16 0.96% 17,185,355.44 0.92% 6.96%
China
(2) Segments, products or areas contributing over 10% of operating revenues or profit
Unit: RMB Yuan
Gross
Operating Operating cost: Gross profit
profit
Item Operating revenue Operating cost revenue: +/-% +/-% from last margin: +/-%
margin
from last year year from last year
(%)
By segments
Load and
unload 1,782,343,936.83 976,831,006.93 45.19% 1.97% 4.94% -1.55%
services
By areas
Mainland
1,886,725,592.26 1,035,760,386.34 45.10% 1.69% 4.72% -1.59%
China
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(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
2016 2015
Segment Item In In +/-
Amount operating Amount operating
costs costs
Load and unload Load and unload
976,831,006.93 92.99% 930,887,674.04 92.84% 4.94%
services services
Related road
Trailer and 119,894,587.11 11.41% 118,198,934.43 11.79% 1.43%
transportation
tugboat business
and shipping
Agency and other
Agency 19,108,936.15 1.82% 13,671,511.65 1.36% 39.77%
services
Inter-segment
deduction -65,368,649.68 -6.22% -60,042,211.07 -5.99% 8.87%
Total 1,050,465,880.51 100.00% 1,002,715,909.05 100.00% 4.76%
(6) Changes in consolidation scope for reporting period
□ Yes √ No
(7) Major changes in business, products or services in reporting period
□ Applicable √ Inapplicable
(8) Main clients and suppliers
Main clients
Sales income from top 5 clients (RMB Yuan) 1,053,730,861.13
In total sales income of the year (%) 55.31%
Total sales income from related parties among top 5 clients as a
0%
percentage of the total sales income of the year (%)
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Information about top 5 clients
Serial Sales income generated
Client In total sales income of the year (%)
No. (RMB Yuan)
1 Client A 390,888,906.34 20.52%
2 Client B 287,577,575.57 15.10%
3 Client C 197,766,419.76 10.38%
4 Client D 89,559,790.11 4.70%
5 Client E 87,938,169.35 4.62%
Total -- 1,053,730,861.13 55.31%
Other information about the main clients
□ Applicable √ Inapplicable
Main suppliers
Procurement from top 5 suppliers (RMB Yuan) 295,502,508.27
In total procurement of the year (%) 41.00%
Total procurement from related parties among top 5 suppliers as a percentage of
0%
the total procurement of the year (%)
Information about top 5 suppliers
Serial No. Supplier Procurement (RMB Yuan) In total procurement of the year (%)
1 Supplier A 96,458,673.67 13.38%
2 Supplier B 60,759,336.04 8.43%
3 Supplier C 59,625,304.21 8.27%
4 Supplier D 43,829,203.50 6.08%
5 Supplier E 34,829,990.85 4.83%
Total -- 295,502,508.27 41.00%
Other information about the main suppliers
□ Applicable √ Inapplicable
3. Expense
Unit: RMB Yuan
Item 2016 2015 +/- Explanation of any significant change
Administr
ative 174,521,284.02 175,644,906.71 -0.64% -
expenses
Finance Decrease in average balance of interest-bearing
17,022,615.47 59,500,840.56 -71.39%
costs debts and average loan interest
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
4. R&D input
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 2016 2015 +/-%
Number of R&D personnel 76 65 16.92%
R&D personnel in total employees 5.37% 4.49% 0.88%
R&D input (RMB Yuan) 28,215,328.71 23,311,082.47 21.04%
R&D input in operating revenues 1.48% 1.24% 0.26%
Capitalized R&D input (RMB Yuan) 0 0
Capitalized R&D input in total R&D input 0% 0%
Reasons for any significant YoY change in the percentage of the R&D input in the operating
revenues
□ Applicable √ Inapplicable
Reason for any sharp variation in the percentage of the capitalized R&D input and rationale
□ Applicable √ Inapplicable
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
5. Cash flows
Unit: RMB Yuan
Item 2016 2015 +/- Reason
Subtotal of cash
inflows from 1,983,146,777.05 2,011,334,460.41 -1.40% -
operating activities
Subtotal of cash
outflows from 1,155,391,872.94 1,033,483,722.96 11.80% -
operating activities
Net cash flows
from operating 827,754,904.11 977,850,737.45 -15.35% -
activities
Subtotal of cash
Sale of equity interests in China
inflows from 81,664,692.15 153,116,503.91 -46.66%
Development Finance last year
investing activities
Subtotal of cash
outflows from 171,567,857.53 152,822,155.82 12.27% -
investing activities
Payment for construction of granaries in
Net cash flows
- Machong Wharf in current period; income
from investing -89,903,165.38 294,348.09
30,643.15% from selling equity interests in China
activities
Development Finance last year
Subtotal of cash
inflows from 950,000,000.00 933,885,679.50 1.73% -
financing activities
Subtotal of cash
outflows from 1,956,089,056.07 1,706,368,356.34 14.63% -
financing activities
Net cash flows
-
from financing -772,482,676.84 -30.24% Increased debt repayment
1,006,089,056.07
activities
Net increase in cash Decrease in net cash flows from operating
and cash -257,101,420.79 214,502,637.19 -219.86% and investing activities, as well as increased
equivalents debt repayment
Reason for any big difference between the net operating cash flow and the net profit for this
reporting period
□ Applicable √ Inapplicable
III. Non-core business analysis
Unit: RMB Yuan
Item Amount In total profit (%) Source/reason Recurring or not
Investment Profit from jointly-run and associated
120,483,875.42 15.63% Yes
gains companies
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Asset Impairment provision made on a
4,689,573.88 0.61% No
impairment receivable from Hanjin Shipping
Non-
Disposal of non-current assets,
operating 5,695,583.80 0.74% No
government subsidies, etc.
revenues
Non-
operating 3,156,325.92 0.41% Disposal of non-current assets No
expenses
IV. Assets and liabilities
1. Major changes in asset composition
Unit: RMB Yuan
As at 31 Dec. 2016 As at 31 Dec. 2015 Proportion
reason for major
Item In total assets In total assets change
Amount Amount change
(%) (%) （%）
Monetary funds
decreased 38%
from the opening
amount of the
year mainly
Monetary
426,036,702.87 6.44% 683,138,123.66 9.88% -3.44% because self-
funds
owned funds
were used to
repay interest-
bearing debts in
the current period
Accounts
173,934,496.63 2.63% 189,016,564.86 2.73% -0.10% -
receivable
Inventories 14,771,410.09 0.22% 17,300,307.66 0.25% -0.03% -
Investing real
23,646,913.77 0.36% 26,747,795.38 0.39% -0.03% -
estate
Long-term
equity 1,490,427,656.53 22.51% 1,447,024,975.16 20.93% 1.58% -
investment
Fixed assets 3,036,813,842.54 45.87% 3,213,180,964.08 46.48% -0.61% -
Construction in
progress
increased 641%
from the opening
amount of the
year mainly
because of the
Construction in
164,604,358.31 2.49% 22,222,084.78 0.32% 2.17% payment for
progress
Machong
Wharf’s granary
construction and
Chiwan Wharf’s
berth 7#
alteration in the
year
Short-term
141,610,178.37 2.05% -100% Repaid
borrowings
17
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. Assets and liabilities measured at fair value
Unit: RMB Yuan
Gain/loss
on fair Cumulative Impairment Purchase Sold
value fair value provisions d amount amount
Item Opening amount change in change in the in the in the Closing amount
the recorded into reporting reporting reporting
reporting equity period period period
period
Financial
assets
Available-
for-sale
8,750,000 -150,000 8,550,000
financial
assets
Subtotal of
financial 8,750,000 -150,000 8,550,000
assets
Total of the
8,750,000 -150,000 8,550,000
above
Financial
0 0 0
liabilities
Major changes in measurement attributes of main assets in reporting period
□ Yes √ No
3. Restricted asset rights as of the end of this reporting period
Inapplicable
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
18
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
4. Investments in financial assets
(1) Securities investment
Unit: RMB Yuan
Gain/lo
ss on
Account Cumulative
Variet Name Initial fair Purcha
Code of ing Opening fair value Sold in Gain/loss Closing Sourc
y of of value sed in Accounti
securiti measure book changes current in current book e of
securi securi investment changes current ng title
es ment value recorded period period value funds
ties ties cost in period
model into equity
current
period
Jiangs Available- Self-
Fair
u 8,750,00 for-sale owne
Stock 600377 1,120,000 value 0 -150,000 0 0 400,000 8,550,000 financial
Expres 0 d
method assets
sway funds
Available- Self-
Petroc
Cost for-sale owne
Stock 400032 hemic 3,500,000 382,200 0 0 0 0 0 382,200 financial
method d
al A1 assets funds
Available- Self-
Guang Cost for-sale owne
Stock 400009 27,500 17,000 0 0 0 0 0 17,000 financial
Jian 1 method d
assets funds
9,149,20
Total 4,647,500 -- 0 -150,000 0 0 400,000 8,949,200 -- --
0
(2) Investments in financial derivatives
No such cases in reporting period
5. Use of raised funds
No such cases in reporting period
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
19
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 Main Registered Operating
Company name Total assets Net assets Operating profit Net profit
variety business capital revenues
Chiwan
Container Container USD95.3
Subsidiary 1,965,224,639.43 1,804,827,351.32 780,248,364.76 335,020,399.72 287,120,208.26
Terminal Co., handling million
Ltd.
Shenzhen
Chiwan Harbor Container RMB288.
Subsidiary 844,215,780.64 492,635,817.08 333,594,430.50 158,176,922.84 135,785,699.86
Container Co. handling 2 million
Ltd.
Dongguan Handling
Chiwan and storage RMB400
Subsidiary 947,915,459.60 556,799,419.25 229,420,530.53 68,738,680.34 68,866,908.53
Terminal Co., of bulk million
Ltd. cargos
Chiwan Wharf
Investment HKD1
Holdings (HK) Subsidiary 1,468,819,888.73 1,445,051,131.08 18,381,548.16 68,124,245.95 63,769,595.72
holding million
Limited
Other main subsidiaries and joint stock companies
Unit: RMB Yuan
Company Main products
Company variety Industry Registered capital Total assets Net assets Net profit
name /services
Handling and
Harbor Non-independent Transpor warehousing of
N/A 619,555,521.69 515,410,792.19 26,004,945.56
Division legal entity tation grain and
feedstuff
Shenzhen
Tow truck service
Chiwan Transpor
Subsidiary for containers in RMB15 million 75,543,534.69 33,654,003.93 3,360,711.40
Transportation tation
the port
Co., Ltd.
Shenzhen
Chiwan Transpor
Subsidiary Tugboat service RMB24 million 145,152,847.37 51,002,798.08 18,349,546.90
Tugboats Co., tation
Ltd.
Dongguan
Chiwan Handling and
Transpor
Wharf Subsidiary storage of bulk RMB450 million 1,054,834,857.77 752,469,897.99 55,127,446.88
tation
Company cargos
Limited
China
Handling and
Overseas
Stock- warehousing of
Harbour Transpor
participating petroleum, USD176,407,700 2,218,646,787.48 1,985,353,143.45 150,392,274.39
Affairs tation
subsidiary liquefied products
(Laizhou) Co.,
and bulk cargos
Ltd.
VIII. Structured bodies controlled by the Company
□ Applicable √ Inapplicable
IX. Outlook of the Company’s future development
1. Outlook and trends of the industry
20
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2017 is expected to continue to see a complicated and serious situation in the global economy as
well as a slow development pace in global shipping, which wouldn’t be changed in a short term.
The economy of traditional industry will be in the passage of reducing excess production capacity
in a long term. The fast growth of port throughput slowed down to intermediate, even unit-digit
speed, representing a situation where the net growth of throughput and annual average growth speed
both declined. The development of China’s port industry will transfer from obtaining benefits by
relying on the bonus brought by economy development to obtaining benefits by improving quality
and efficiency, as well as building high-end value chain by itself. The excess production capacity
will intensify regional competitions, making mutual benefit and win-win result caused by
leveraging resource integration becomes the general trend.
In terms of container handling, container throughput in the Pearl River Delta is expected to remain
stable. Larger ships and shipping alliances have made clients more centralized. The adjustment of
regional industry layout, as well as the rapid development of cross-border E-commerce put forward
higher requirements to container ports. The risk of business fluctuation will aggravate. The industry
position and business scale of the Company, the regional hub port, will keep steady.
As for bulk cargo handling, regional demand for grain and feedstuff keeps growing, and the demand
for fertilizer keeps stable. In future, with the improvement of resource capability of bulk cargo
handling, the development of bonded and transit businesses, and the cultivation of new supply of
good and new business forms, the overall market competitiveness will continuously get enhanced.
Throughput of our bulk cargo handling business will expectedly keep stable growing, constantly
occupying the leading position in regional market.
2. Development strategy
During the 13th Five-Year Plan period, focusing on the strategy vision of “Building the Regional 1st
Level’s Port Integrated Servicer”, With our strategic standard of development 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.
In the reporting period, we researched and formulated the implementation schemes for our strategic
planning. In future, we will intensively farm on the area on the basis of main businesses, fully take
advantage of the internet tools to exert ourselves to develop port investment and operation business,
port integrated development business, and port extending service business. We’ll put forth effort on
improving our ability of lean management, driving innovation, resource integration, organization
establishment, as well as risk management.
3. Business plans for 2017
In face of the complex and changeable market in 2017, we will adhere to the guideline of “Aiming
at development through Real Practice and Solid Work, Creating 1st Class Company on the basis of
Main businesses” and vigorously respond to challenges so as to achieve sound growth in our
business results and profits. Our main business plans are as follows:
(1) To know well about the market situation, and ensure business growth in size
In order for a steady growth in our business scale, we will actively deal with changes in the
shipping market and industry trends, keep up-and-coming commercial strategies, solidify and
increase our local market position, as well as continue to expand and extend integrated services
based on the main port business, and enhance customer’s stickiness
21
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(2) To optimize resource allocation and improve resource utilization rate
We’ll positively carry forward the 270-meter broadening and dredging project for Tonggu sea route,
improve the hardware conditions for shipping, launch the transformation of Berth 5-6# , Chiwan
Port, and keep propelling the reformation of the storage yard in ports. The Bulk grain warehouses
Phase II, Machong Port will be accomplished and put into operation, and the construction of the
Bulk grain warehouses Phase III., together with other supporting facilities, will be accelerated.
We’ll reinforce the optimization and utilization of the existing stock of resources, and improve the
resources utilization in full aspects.
(3) To enhance lean management and innovation to improve quality and efficiency for internal
management
Lean management and innovation will be pushed forward in the form of projects. We’ll impel and
implement the informatization construction plan to improve the port management efficiency. We’ll
strength establishing institutions and the personnel, perfect risk management and control system,
and ensure our standard operation. We’ll specially carry forward management and control on key
costs in multiple dimensions, and execute long-acting tracking. We’ll encourage technology
transformation and innovation aiming at providing practical production solutions to give expression
to the values of innovation.
(4) To look for investment and cooperation opportunities to push forward our leaping development
We will keep looking for regional opportunities for resource integration and business expansion,
and make use of our financing platform and brand advantage, so as to further perfect and enlarge
our business layout and achieve business synergistic effect. And at the same time, we’ll propel
strategic cooperation to lock in qualified customers, so that our integrated competitiveness can be
improved.
4. Capital needs and expenditure plan for 2017
To implement our future development strategies and achieve the business goals we have set, a
capital expenditure of RMB537.60 million is planned for 2017, of which RMB407.70 million will
be invested in wharfs and warehouses, RMB79.19 million in mechanical equipment and technical
improvement projects, RMB43.46 million in computer projects and RMB7.25 million in
administration and other. The said capital expenditures will be mainly funded by cash inflows from
operating activities of the Company and borrowings from interbank markets and financial
institutions.
5. Possible risks and countermeasures
(1) Risk concerning the external environment
Our main businesses depend largely on the domestic and international macro economy and trade
trends. Currently, we face great challenges in business development due to the consistently weak
global economy, the increasingly stronger shipping alliances, the slow growth of port business scale
and operating profit. We will positively research and estimate on the changes in the operating
environment, improve our flexibility to adapt to the market, and meanwhile, optimize resource
allocation based on proper situations, so as to transform our operation mode the direction of
adapting to regional economy development and industry upgrade. We’ll seek for opportunities
against challenges, and strive for the steadiness of core businesses.
22
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(2) Risk concerning regional competitions
The Pearl River Delta is already dense with ports, and there is port capacity increasing consistently
to heat up competition in a slow-growing market. Our container and bulk cargo businesses has
always been placed in the regional hub port and leading position, together with the synergistic
operation advantage, have created strong market competitiveness. With the gradually improving
resource capability and strengthening regional cooperation in future, our comprehensive
competitiveness will be further enhanced.
(3) Risk of uprising costs
Prices of production elements such as land and labor keep rising, resulting to rigid increase of the
operating cost of wharfs, and squeezing the space for enterprise profits. We will enhance the
utilization and analysis on the existing stock of resources, deeply dig out the utilization efficiency of
resources such as land and shorelines. We’ll keep reinforcing on lean management and innovation
to improve quality and efficiency, specially push forward cost control participated by the whole
personnel, covering the whole process and whole aspects, so as to remit the pressure form uprising
costs.
X. Visits paid to the Company for purposes of research, communication, interview, etc.
1. In the reporting period
Date Way of visit Type of visitor Main discussion, materials provided & index
Main discussion: basic business condition, investments and
By phone or
financial condition of the Company; Materials provided:
written inquiry Individuals and
Jan.-Dec. 2016 brochure of the Company;
(EasyIR platform institutions
Index: SZSE EasyIR
of SZSE)
(http://irm.cninfo.com.cn/ssessgs/S000022/index.html)
Times of visit 162
Number of visiting institutions 11
Number of visiting individuals 151
Number of other visiting entities 0
Significant undisclosed information disclosed, revealed
None
or leaked
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
By phone or
financial condition of the Company; Materials provided:
written inquiry Individuals and
Jan.-Mar. 2017 brochure of the Company;
(EasyIR platform institutions
Index: SZSE EasyIR
of SZSE)
(http://irm.cninfo.com.cn/ssessgs/S000022/index.html)
23
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Times of visit 22
Number of visiting institutions 9
Number of visiting individuals 13
Number of other visiting entities 0
Significant undisclosed information disclosed,
None
revealed or leaked
24
The 2016 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
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
Yes
meeting
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
Independent directors fulfilled their responsibilities and played their due role. Yes
Minority shareholders have the chance to fully express their opinion and desire and their legal
Yes
rights 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.
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 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
25
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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) 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.
(2) Profit distribution and dividend payout 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 intended not to draw surplus reserve from retained profit for 2015.
2) 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.
The Board of Directors of the Company published the implementation announcement on dividend
payout for 2015 on Securities Times and Ta Kung Pao (HK) dated 21 Jul. 2016, and completed the
dividend payout for the A-share and B-share holders on 28 Jul. 2016 and 1 Aug. 2016 respectively.
(3) Profit distribution and dividend payout pre-plan for 2016
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2016 stood at RMB195,474,231.11 and the cumulative
distributable profit at RMB634,765,399.86.
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 2016, equal to 80.66% of the registered capital. Therefore, the
Company intends not to draw surplus reserve from retained profit for 2016.
2) As planned, based on the total 644,763,730 shares as at the end of 2016, a cash dividend of
RMB4.96 (tax included) was to be distributed for every 10 shares, with a total of
RMB319,802,810.08 being distributed.
26
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB314,962,589.78.
The above-mentioned allocation plan shall be submitted to the 2016 Annual Shareholders’ Meeting
for review and approval.
Cash dividends distributed to common shareholders in recent three years (including reporting
period)
Unit: RMB Yuan
Ratio of cash dividend to
Net profit attributable to
net profit attributable to Ratio of
common shareholders of Cash
Cash dividend common shareholders of cash
Year the Company in dividend in
(tax included) the Company in dividend in
consolidated statement for other forms
consolidated statement other forms
the year
(%)
2016 319,802,810.08 532,376,492.97 60.07% 0 0%
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%
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) 4.96
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) 319,802,810.08
Distributable profit (RMB Yuan) 634,765,399.86
Percentage of the cash dividends in the total distributed profit (%) 100%
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 2016 stood at RMB195,474,231.11 and the cumulative distributable profit at RMB634,765,399.86.
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 2016, equal to
80.66% of the registered capital. Therefore, the Company intends not to draw surplus reserve from retained profit
for 2016.
2. As planned, based on the total 644,763,730 shares as at the end of 2016, a cash dividend of RMB4.96 (tax
included) was to be distributed for every 10 shares, with a total of RMB319,802,810.08 being distributed.
27
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB314,962,589.78.
The above-mentioned allocation plan shall be submitted to the 2016 Annual Shareholders’ Meeting for review and
approval.
III. Fulfillment of commitments
1. Commitments of the Company’s actual controller, shareholders, related parties and
acquirer, as well as the Company and other commitment makers, fulfilled in reporting period
or ongoing at period-end
Time of
Commitment Type of Period of
Commitment Contents making Fulfillment
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
In order to enhance the equity incentive plan at a proper
shareholding confidence of timing according to applicable
tradable share holders, and laws and regulations. In Jun.
encourage the core 2014, according to
and all the shareholders can jointly promulgated by the State-
coincide, CND made a owned Assets Supervision and
Share reform commitment to entrust, Administration Commission of
CND Group Other Apr. 2006 Standing
commitment through the general meeting the State Council and the
of the Company, the Board Ministry of Finance, as well as
of Directors of the Company promulgated
proper timing after the by CSRC, the equity incentive
completion of the share plan could not be successfully
division reform according to formulated due to policy and
applicable laws and regulation changes, as well as
regulations. some restrictions. Therefore, the
Company has decided not to
formulate and carry out the
equity incentive plan for now.
The Board of Directors will
continue to follow and study
relevant policies and regulations,
and reconsider formulating and
carrying out a new equity
incentive plan according to the
actual situation of the Company
and executing the decision-
making procedure.
Commitment Commitment 1. Commitments about share Concerning
in the CMPort on horizontal custody; 17 Sept. 2012 horizontal In the process of execution
acquisition competition, 2. Commitment about competition, it is
28
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
report or the related-party guaranteeing the promised that the
report on transactions independency of the horizontal
equity changes and capital Company; competition
occupation 3. Commitment about issue will be
horizontal competition; and solved through
4. Commitment about ways such as
regulating related-party asset
transactions reorganization in
the coming 3-5
years. And the
other three
commitments are
subject to the
share custody
period.
1. Commitment about
Commitment guaranteeing the
on horizontal independency of the
Whenever Malai
competition, Company;
Storage holds the
Malai Storage related-party 2. Commitment about 27 Dec. 2012 In the process of execution
Company’s
transactions horizontal competition; and
shares
and capital 3. Commitment about
occupation 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
Other illegality or unenforceability
commitments in any land use agreement or
20 Mar. 2011
made to CND Group Other relevant documents signed Standing In the process of execution
minority or to be signed by CND
shareholders Group or other related
problems, CND Group
promises to give full
immunity to the recipient
party of the land use right
and its inheritor and the
recipient person regarding
the aforesaid matters.
Executed on time or not Yes
Explain in detail specific reasons for failing to
fulfill commitment and plan for next step in case of N/A
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
29
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 Board 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.
VIII. Explain change of the consolidation scope as compared with the financial reporting of
last year
There was no such situation of the Company during the reporting period.
IX. Particulars about engagement and disengagement of CPAs firm
Present CPAs firm:
Deloitte Touche Tohmatsu
Name of domestic CPAs firm
Certified Public Accountants LLP
Remuneration of domestic CPAs firm (RMB’0,000) 229
Consecutive years of the audit services provided by domestic CPAs firm 5
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
30
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Consecutive years of the audit services provided by overseas CPAs firm (if
N/A
any)
Name of the certified public accountants from the overseas CPAs firm (if any) N/A
CPAs firm changed in current period or not?
□ Yes √ No
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 2016,
the 5th Session of the 8th Board of Directors and the Annual General Meeting for 2015, it was agreed
to renew the employment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the
Company’s accounting firm for 2016 to audit the annual financial report and internal control. The
fee for auditing the financial report for 2016 and internal control are RMB1.93 million and
RMB0.36 million respectively, totaling RMB2.29 million.
X. Particulars about trading suspension and termination faced after the disclosure of annual
report
□ Applicable √ Inapplicable
XI. Related events of the bankruptcy organization
□ Applicable √ Inapplicable
XII. Significant lawsuits and arbitrations
□ Applicable √ Inapplicable
XIII. Punishment and rectification
□ Applicable √ Inapplicable
XIV. Credit conditions of the Company as well as its controlling shareholder 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
□ Applicable √ Inapplicable
31
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
XVI. Significant related-party transactions
1. Related-party transactions relevant to routine operation
Unit: RMB Yuan
Wheth
Pricing Approve Settlemn
Type Content Proporti er
principle d t method
of the of the Transaction on in exceed Disc
of the transacti of the Similar
Relate Relati related related- Transact amount same ed the losur Disclosure
related- on related- market
d party onship -party party ion price (RMB10,00 kind of approv e index
party amount party price
transac transacti 0’) transacti ed date
transacti (RMB10 transacti
tion on ons amoun
on ,000’) on
t
See
http://www.
cninfo.com.
Mutual Payment 28
CND Shareh Land use 61,655, 61,655, cn for the
Lease negotiati 6,165.59 80.67% 7,000 No by Mar.
Group older fee 931.48 931.48 resolution
on month 2016
announcem
ent (No.
2016-013)
Total -- -- 6,165.59 -- 7,000 -- -- -- -- --
Details about return of large-
Inapplicable
amount sales
Where the Company classifies
and estimates the total amount of
routine related-party transactions
Inapplicable
for the reporting period, explain
the actual implementation during
the reporting period (if any)
Explain why the transaction
price is greatly different from Inapplicable
the market price (if applicable)
2. Related-party transactions arising from assets or equities acquisition and sale of assets
□ Applicable √ Inapplicable
3. Related-party transactions arising from joint investment in external parties
□ Applicable √ Inapplicable
4. Credits and liabilities with related parties
□ Applicable √ Inapplicable
32
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
5. Other significant related-party transactions
Unit: RMB’0,000
Whether
Rela Reason there was
Type of
ted Rela for non- Opening Closing Disclosure
credit/lia Increase Decrease Disclosure index
part tion credit/lia operating balance balance date
bility
y bility capital
occupation
Receiva See
Related ble from 28 Mar. http://www.cninfo.com.cn for
CDF Deposits No 5,564.91 27,726.27 33,170 121.19
party* related 2016 the resolution announcement
party (No. 2016-013)
* On 30 Nov. 2015, the Company signed an equity transfer contract with CND Group, transferring
the 20% stake it held in CDF to the latter for RMB112,900,000. Starting from the transfer day, CDF
is no longer an associate of the Company. However, the parent company of the Company still has a
significant influence on CDF and the Company’s director Zhang Jianguo is also a director of CDF,
which thus makes CDF a related party of the Company.
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
□ Applicable √ Inapplicable
(2) Contracting
□ Applicable √ Inapplicable
(3) Leasing
□ Applicable √ Inapplicable
2. Significant guarantee
□ Applicable √ Inapplicable
33
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
3. Entrusted cash management
(1) Entrusted asset management
□ Applicable √ Inapplicable
(2) Entrusted loans
□ Applicable √ Inapplicable
4. Other significant contracts
□ Applicable √ Inapplicable
XVIII. Social responsibilities
1. Targeted measures taken to help people lift themselves out of poverty
□ Applicable √ Inapplicable
2. Other social responsibilities taken
The Company has been paying high attention on fulfilling the social responsibility, and has
comprehensively integrated the requirements of fulfilling social responsibility into development
strategy and daily operation management. The Company 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; conducted
trainings and communication activities related to employee skills, management ability, and
cohesiveness in various forms, and improved employees’ work autonomy and enthusiasm in all-
around vision; built an appraisal mechanism which was objective and fair, normative and
transparent as well as performance-oriented; positively put internal public-recruitment for the
management into trial use, enlarged the promotion channel for employees, and provided employees
with more opportunities and platforms for development.
Paying high attention on the production safety and occupational health, the Company successfully
passed the recheck for safety standard in 2016. The Company conscientiously implemented the
system of responsibility in safe production with the character of “one position pairing dual
responsibilities”, took advantage of the advanced safety management system, executed the safety
inspection and hidden risks governance in production places in strict accordance with the safety
management and control standards of “Five Inspection” and “Five Appropriateness”, and held many
times of emergency drills and specific rectification so that the safety awareness of the whole staffs
improved obviously with no significant safety production liability accident of the Company during
2016.
34
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
In purpose of contributing to a livable environment, the Company pursued for promoting the
resources saving and environmental protection by the technology innovation. Environmental
monitoring was intensified in daily production. The Company reduced the energy consumption as
well as the pollutant emission through a serious of measures such as promoting the usage of double
towing bracket trailer, the mobile stacker crane, as well as the research and manufacture of the bulk
grain dust suppression hopper, of which the mobile stacker crane won the practical and new patent
certification in Aug 2016. The Company strictly executed environmental requirements in
engineering project design and construction, as well as positively supported the special
investigation by the environment protection bureau.
In order to effectively protect the rightful interests of clients and suppliers, the Company improved
service quality and standardized the procurement process. In Sep 2016, two enterprises of the
Company, the Chiwan Port and the Machong Port, both won the honor of “Faithful Enterprise in
Import and Export Quality in China in 2016” awarded by the China Entry-Exit Inspection and
Quarantine Association.
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 a social responsibility report is released
□ Yes √ No
XIX. Other significant events
In the reporting period, the Company disclosed the following significant events on Securities Times,
Ta Kung Pao (HK) and www.cninfo.com.cn:
Announcement
Date Content
No.
Announcement on Resolutions of the First Special Meeting of the Eighth Board of
2016-001 2016-01-06
Directors in 2016
2016-002 2016-01-06 Notice of the First Special General Meeting in 2016
2016-003 2016-01-09 Announcement on Business Volume Data of Dec 2015
2016-004 2016-01-18 Indicative Announcement on Convening the First Special General Meeting in 2016
2016-005 2016-01-23 Announcement on Resolutions of the First Special General Meeting in 2016
Announcement on Resolutions of the Second Special Meeting of the Eighth Board of
2016-006 2016-01-23
Directors in 2016
2016-007 2016-02-05 Announcement on Business Volume Data of Jan 2016
2016-008 2016-02-19 Announcement on Abnormality of Stock Price
2016-009 2016-03-10 Announcement on Business Volume Data of Feb 2016
2016-010 2016-03-28 Announcement on Resolutions of the Fifth Meeting of the Eighth Board of Directors
2016-011 2016-03-28 Announcement on Resolutions of the Fifth Meeting of the Eighth Supervisory Board
2016-012 2016-03-28 Abstract of Annual Report 2015
2016-013 2016-03-28 Announcement on Expected Routine Related-Party Transactions for 2016
2016-014 2016-04-08 Announcement on Business Volume Data of Mar 2016
2016-015 2016-04-15 Announcement on the Due Payment of 2015 Phase I Short-term Financing Bonds
2016-016 2016-04-23 Announcement on Follow-up Rating Result of Corporate Bond “13 Chiwan 01”
Announcement on Resolutions of the Third Special Meeting of the Eighth Board of
2016-017 2016-04-27
Directors in 2016
35
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2016-018 2016-04-27 Quarter One Report 2016
2016-019 2016-04-27 Announcement on Joint Investment with Related Party in Haixing Onoda Project
2016-020 2016-04-27 Notice of Convening Annual General Meeting 2015
2016-021 2016-05-10 Announcement on Business Volume Data of Apr 2016
2016-022 2016-05-28 Indicative Announcement on Convening Annual General Meeting 2015
2016-023 2016-06-07 Announcement on Resolutions of Annual General Meeting 2015
Announcement on the Due Payment of 2015 Phase III Super-short-term Financing
2016-024 2016-06-08
Bonds
2016-025 2016-06-13 Announcement on Business Volume Data of May 2016
Voluntary Information Disclosure Announcement on Business Volume Data of Jun
2016-026 2017-07-12
2016
2016-027 2016-07-18 Indicative Announcement on Issue of 2016 Phase I Super-short-term Financing Bonds
2016-028 2016-07-21 Announcement on the Execution of the 2015 Dividend Payout
2016-029 2016-07-23 Announcement on Issue Results of 2016 Phase I Super-short-term Financing Bonds
2016-030 2016-08-06 Announcement on Obtaining Registration Permit for Issuing Medium Term Notes
Voluntary Information Disclosure Announcement on Business Volume Data of Jul
2016-031 2016-08-11
2016
2016-032 2016-08-26 Announcement on Resolutions of the Sixth Meeting of the Eighth Board of Directors
2016-033 2016-08-26 Abstract of 2016 Semi-annual Report
First Indicative Announcement on Exercise of Issuer Redemption Option on the 2013
2016-034 2016-08-26
Corporate Bonds (Phase I)
Second Indicative Announcement on Exercise of Issuer Redemption Option on the
2016-035 2016-08-31
2013 Corporate Bonds (Phase I)
Third Indicative Announcement on Exercise of Issuer Redemption Option on the 2013
2016-036 2016-09-02
Corporate Bonds (Phase I)
Voluntary Information Disclosure Announcement on Business Volume Data of Aug
2016-037 2016-09-08
2016
2016-038 2016-10-11 Indicative Announcement on Issue of 2016 Phase II Super-short-term Financing Bonds
2016-039 2016-10-11 Indicative Announcement on Issue of 2016 Phase I Medium Term Notes
Voluntary Information Disclosure Announcement on Business Volume Data of Sep
2016-040 2016-10-12
2016
2016-041 2016-10-14 Announcement on Issue Results of 2016 Phase II Super-short-term Financing Bonds
2016-042 2016-10-14 Announcement on Issue Results of 2016 Phase I Medium Term Notes
2016-043 2016-10-18 Announcement on Redemption Result and Delisting of 2013 Corporate Bonds (Phase I)
Announcement on Resolutions of the Fourth Special Meeting of the Eighth Board of
2016-044 2016-10-28
Directors in 2016
2016-045 2016-10-28 Quarter Three Report 2016
2016-046 2016-10-28 Announcement on Holding the Internet Reception for Investors
2016-047 2016-11-03 Announcement on Details of the Internet Reception for Investors
Voluntary Information Disclosure Announcement on Business Volume Data of Oct
2016-048 2016-11-07
2016
2016-049 2016-12-07 Indicative Announcement on Issue of 2016 Phase III Super-short-term Financing Bonds
Voluntary Information Disclosure Announcement on Business Volume Data of Nov
2016-050 2016-12-08
2016
2016-051 2016-12-13 Announcement on Issue Results of 2016 Phase III Super-short-term Financing Bonds
2016-052 2016-12-22 Announcement on the Due Payment of 2016 Phase I Super-short-term Financing Bonds
Announcement on the Due Payment of 2016 Phase II Super-short-term Financing
2016-053 2016-12-24
Bonds
36
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
XX. Significant events of the subsidiaries of the Company
□ Applicable √ Inapplicable
37
The 2016 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
Bon
of Reserv
Percent us Percent
Number additio es to Other Sub-total Number
age (%) issu age (%)
nal stocks
e
shares
I. Restricted shares 431,094 0.07% 0 0 0 -125,994 -125,994 305,100 0.05%
1. Shares held by state 0 0% 0 0 0 0 0 0 0%
2. Shares held by state-
0 0% 0 0 0 0 0 0 0%
owned corporations
3. Shares held by other 431,094 0% 0 0 0 -125,994 -125,994 305,100 0%
domestic investors
Including: Shares
held by domestic 0 0% 0 0 0 0 0 0 0%
corporations
Shares held by
431,094 0% 0 0 0 -125,994 -125,994 305,100 0%
domestic individuals
4. Shares held by foreign
0 0% 0 0 0 0 0 0 0%
investors
Including: Shares
held by foreign 0 0% 0 0 0 0 0 0 0%
corporations
Shares held by
0 0% 0 0 0 0 0 0 0%
foreign individuals
II. Non-restricted shares 644,332,636 99.93% 0 0 0 125,994 125,994 644,458,630 99.95%
1. Renminbi common 464,866,999 72.10% 0 0 0 -949 -949 464,866,050 72.10%
shares
2. Domestically listed 179,465,637 27.83% 0 0 0 126,943 126,943 179,592,580 27.85%
foreign shares
3. Overseas listed foreign 0 0% 0 0 0 0 0 0 0%
shares
4. Other 0 0% 0 0 0 0 0 0 0%
III. Total shares 644,763,730 100% 644,763,730 100%
38
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Reasons for share changes
A. Director changes; and B. Increases and decreases in tradable shareholdings by senior
management.
Particulars about the approval of the change in share capital
□ Applicable √ Inapplicable
The transfer of change in share capital
□ Applicable √ Inapplicable
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
restricted
Name of relieved increased restricted Reason of Date of restriction
shares at
shareholders restricted restricted shares at the restriction relief
the period-
shares shares period-end
begin
Qu Jiandong 0 0 84,408 84,408 -
Zhang Jianguo 55,712 0 0 55,712 -
Yuan Yuhui 10,530 0 0 10,530 -
Ni Keqin 21,909 0 0 21,909 -
Zhao Qiang 11,328 0 0 11,328 According to the -
Nie Qi 64,057 0 2,250 66,307 Articles of -
Association and the
Zhao relevant laws and
48,716 0 0 48,716 -
Chaoxiong regulations
Wang Yongli 3,739 0 0 3,739 -
Zhang Fang 2,451 0 0 2,451 -
Zheng Shaoping 212,652 212,652 0 0 30 Jun. 2016
Total 431,094 212,652 86,658 305,100 -- --
39
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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
Ⅲ. Shareholders and actual controller
1. Total number of shareholders and their shareholdings
Unit: share
Total number of
Total number of preference
35,947, including Total number of 33,345, including
Total number preference shareholders with
25,640 A- common shareholders 22,841 A-
of common shareholders with resumed voting
shareholders and at pervious month-end shareholders and 0 0
shareholders at resumed voting rights at pervious
10,307 B- of this Report’s 10,504 B-
period-end rights at period- month-end of this
shareholders disclosure shareholders
end (if any) Report’s disclosure
(if any)
Shareholdings of shareholders with a stake over 5%
Total shares +/- in Number of Number of non-
Nature of Shareholding Pledged or
Name of shareholder held reporting restricted shares restricted shares
shareholder percentage frozen shares
at period-end period held held
CHINA NANSHAN
State-owned
DEVELOPMENT 32.52% 209,687,067 0 0 209,687,067 0
corporation
(GROUP) INC.
SHENZHEN MALAI Common
STORAGE CO., domestic 25.00% 161,190,933 0 0 161,190,933 0
LTD. corporation
KEEN FIELD
Foreign
ENTERPRISES 8.58% 55,314,208 0 0 55,314,208 Unknown
corporation
LIMITED
CMBLSA RE FTIF
TEMPLETON Foreign
7.43% 47,914,954 0 0 47,914,954 Unknown
ASIAN GRW FD GTI corporation
5496
ICBC－LION Common
VALUE GROWTH domestic 0.42% 2,698,775 2,698,775 0 2,698,775 Unknown
STOCK FUND corporation
BBH A/C
VANGUARD
Foreign
EMERGING 0.41% 2,617,518 0 0 2,617,518 Unknown
corporation
MARKETS STOCK
INDEX FUND
40
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
SHENWAN
HONGYUAN Foreign
0.39% 2,511,586 2,511,586 0 2,511,586 Unknown
SECURITIES (HK) corporation
LIMITED
CHINA
MERCHANTS State-owned
0.38% 2,451,059 515,483 0 2,451,059 Unknown
SECURITIES (HK) corporation
CO., LTD.
TEMPLETON
Foreign
ASIAN GROWTH 0.29% 1,885,170 -772,682 0 1,885,170 Unknown
corporation
FUND
Foreign
NORGES BANK 0.26% 1,660,562 579,100 0 1,660,562 Unknown
corporation
Strategic investors or general
corporations becoming top-ten
N/A
shareholders due to placing of new
shares (if any)
China Merchants Port Holdings Company Limited (“CMPort”) is a shareholder of China Nanshan
Related or acting-in-concert parties Development (Group) Inc., and Shenzhen Malai Storage Co., Ltd. and Keen Field Enterprises
among the shareholders above 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.
Shareholdings of top 10 non-restricted share holders
Type of shares
Number of non-restricted shares held
Name of shareholder
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
KEEN FIELD ENTERPRISES LIMITED 55,314,208 B share 55,314,208
CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 47,914,954 B share 47,914,954
ICBC－LION VALUE GROWTH STOCK FUND 2,698,775 A share 2,698,775
BBH A/C VANGUARD EMERGING MARKETS STOCK
2,617,518 B share 2,617,518
INDEX FUND
SHENWAN HONGYUAN SECURITIES (HK) LIMITED 2,511,586 B share 2,511,586
CHINA MERCHANTS SECURITIES (HK) CO., LTD. 2,451,059 B share 2,451,059
TEMPLETON ASIAN GROWTH FUND 1,885,170 B share 1,885,170
NORGES BANK 1,660,562 B share 1,660,562
China Merchants Port Holdings Company Limited (“CMPort”) is a
shareholder of China Nanshan Development (Group) Inc., and Shenzhen
Related or acting-in-concert parties among the top ten non-
Malai Storage Co., Ltd. and Keen Field Enterprises Limited are both
restrictedly tradable share holders and between the top ten non-
wholly-funded subsidiaries of CMPort. Other than that, the Company
restrictedly tradable share holders and the top ten shareholders
does not know whether the other non-restricted shareholders are related
parties or not.
Top ten common shareholders conducting securities margin
N/A
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.
41
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. Particulars about the controlling shareholder
Nature of the controlling shareholders: central state-owned shareholding
Type of the controlling shareholders: corporation
Legal
Name of controlling representative Date of
Organization code Business scope
shareholder / company establishment
principal
Port services,
bonded logistic and
China Merchants Port cold chain services,
Li Xiaopeng 28 May 1991 14602056-000-05-16-0
Holdings Company Limited property
development and
investment
Equities held by the CMPort holds:
controlling shareholder in 24.05% shares of Shanghai International Port (Group) Co., Ltd.;
other listed companies at 24.53% shares of China International Marine Containers (Group) Co., Ltd.;
home or overseas by 21.05% shares of Dalian Port (PDA) Company Limited;
holding or shareholding 3.50% shares of Ningbo Port Co., Ltd.; and
during the reporting period 3.21% shares of Qingdao Port International Co., Ltd.
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
Legal
Name of the representative Date of Organization
Business scope
actual 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
China Merchants shipping, offshore petroleum drilling
Li Jianhong 14 Oct. 1986 10000522-0
Group 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 and
42
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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.
China Merchants Group holds:
Equities of the 76.13% shares of China Merchants Shekou Industrial Zone Holdings Co., Ltd.;
other listed 74.35% shares of China Merchants Land Limited;
companies at 50.86% shares of China Merchants Securities Co. Ltd.;
home or overseas 47.38% shares of China Merchants Energy Shipping Co., Ltd.;
controlled by the 27.85% shares of China Merchants Bank Co., Ltd.;
actual controller 68.75% shares of Sinotrans Shipping Ltd.;
during the 55.75% shares of Sinotrans Limited;
reporting period 60.95% shares of Sinotrans Air Transportation Development Co., Ltd.; and
26.82% shares of Huabei Expressway Co., Ltd.
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
100%
China Merchants Group
54.78%
China Merchants Port Holdings
Company Limited
Entrusted to
manage
32.52% 100% 100% 37.02%
shares held
Malai Storage Keen Field CND
by CND Group
Group 25% 8.58% 32.52% 14.58% Public Share
Shenzhen Chiwan Wharf Holdings Limited A
19.32% Public Share
43
The 2016 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. 10% or greater corporate shareholders
Legal
Name of corporate representative Date of Registered Business scope or management
shareholder / company establishment capital activities
principal
Land development, port
China Nanshan
RMB900 transportation, related manufacture,
Development Wang Zhixian 28 Sept. 1982
million commerce, real estate, tourism,
(Group) Inc.
bonded yards and warehouses, etc.
Logistics information consulting for
Shenzhen Malai
Shi Wei 14 Sept. 2006 HKD30 million goods, related technical service,
Storage Co., Ltd.
warehousing projects (in preparation)
5. Limitations on shareholding decrease by the Company’s controlling shareholder, actual
controller, reorganizer and other commitment makers
□ Applicable √ Inapplicable
44
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section VII. Preference Shares
□ Applicable √ Inapplicable
No preference shares during reporting period
45
The 2016 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 Decrea Shares
Increased Other
Curr held at sed held at
shares of increas
ent/ Starting and ending dates of the shares the
Name Office title Sex Age the e/decre
form office term period- of the period-
period ase
er begin period end
(share) (share)
(share) (share) (share)
Chairman of Curr Fema
Shi Wei 53 Jan. 2016 – May 2017 0 0 0 0 0
the Board ent le
Lu
Curr
Shengzh Director Male 52 Jan. 2016 – May 2017 0 0 0 0 0
ent
ou
Curr
Li Yubin Director Male 45 May 2014 – May 2017 0 0 0 0 0
ent
Curr
Pan Ke Director Male 39 Nov. 2015 – May 2017 0 0 0 0 0
ent
Qu Curr
Director Male 52 Jan. 2016 – May 2017 112,544 0 0 0 112,544
Jiandong ent
Zhang Curr
Director Male 52 May 2014 – May 2017 74,282 0 0 0 74,282
Jianguo ent
Yuan Independent Curr
Male 66 Aug. 2015 – May 2017 14,040 0 0 0 14,040
Yuhui Director ent
Su Independent Curr
Male 53 May 2014 – May 2017 0 0 0 0 0
Qiyun Director ent
Li
Independent Curr
Changqi Male 49 May 2014 – May 2017 0 0 0 0 0
Director ent
ng
Supervisory
Yu Curr
Board Male 54 Nov. 2015 – May 2017 0 0 0 0 0
Shixin ent
Chairman
Wen Curr Fema
Supervisor 52 May 2014 – May 2017 0 0 0 0 0
Ling ent le
Zhao Curr Fema
Supervisor 53 May 2014 – May 2017 0 0 0 0 0
Jianli ent le
Curr Fema
Ni Keqin Supervisor 52 May 2014 – May 2017 29,211 0 0 0 29,211
ent le
Zheng Curr
Supervisor Male 46 May 2014 – May 2017 0 0 0 0 0
Linwei ent
Zhao General Curr
Male 55 May 2014 – May 2017 15,103 0 0 0 15,103
Qiang Manager ent
46
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Vice General Curr
Nie Qi Male 54 May 2014 – May 2017 85,409 3,000 750 0 87,659
Manager ent
Zhao
Vice General Curr
Chaoxio Male 51 May 2014 – May 2017 64,954 0 0 0 64,954
Manager ent
ng
Vice General
Wang Manager and Curr
Male 49 May 2014 – May 2017 4,985 0 0 0 4,985
Yongli Board ent
Secretary
Lin Vice General Curr
Male 58 Aug. 2016 – May 2017 0 0 0 0 0
Cong Manager ent
Zhang Curr
CFO Male 52 May 2014 – May 2017 3,267 0 0 0 3,267
Fang ent
Total -- -- -- -- -- -- 403,795 3,000 7,500 0 406,045
II. Changes in directors, supervisors and senior management staff
□ Applicable √ Inapplicable
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 an executive director
and vice general manager in China Merchants Port Holdings Company Limited. 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.
Director Mr. Lu Shengzhou graduated from Zhongnan University of Economics and Law with a
Master Degree of National Economics, and now acts as the Chief Financial Officer of China
Merchants Port Holdings Company Limited. Mr. Lu 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 to General Manager and Officer of Finance
Department of China Merchants Group Ltd., Chief Financial Officer of Hong Kong Ming Wah
Shipping Co., Ltd., Deputy General Manager of Finance Department of China Merchants Group
Ltd. He has been acting as the Director of the Company since Jan. 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
47
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 China Merchants Port Holdings
Company Limited in 2007, he was once an assistant to the GMs of the R&D Department, the
Overseas Operation Department and the Planning & Business Department, as well as the GM of the
Strategy and Operations Management Department of China Merchants Port Holdings Company
Limited, and a Deputy GM and then the GM of China Merchants Bonded Logistics Co., Ltd. He is
now a Vice GM in China Merchants Port Holdings Company Limited. 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 China Merchants Port Holdings Company Limited.
And he was once 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 received the master’s degree and now acts as a Vice President of
Zhanjiang Port (Group) Co., Ltd. He was once the Deputy GM, Standing Deputy General Manager
and GM of Shenzhen Chiwan Port Container Co., Ltd., Deputy GM and GM of Chiwan Container
Terminal Co., Ltd. and Deputy GM of 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.
Independent 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.
And he has been an Independent Director of the Company since Aug. 2015.
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
China, as Cadres of Shenzhen Industry and Commerce Administration and now is founding partner
of Beijing Deheng 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 Board Chairman Mr. Yu Shixin graduated from Zhengzhou University, University
of International Business and Economics and China-EU Business School of Management and
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 China Merchants Port Holdings Company Limited and
now acts as the Deputy GM of Hong Kong Haitong Company. And he acted as the Director of
Shenzhen Chiwan Wharf Holdings Limited from May – Oct. 2015 and acts as the 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 and Senior Vice Financial Manager of China Merchants Port
Holdings Company Limited. Joining China Merchants Port Holdings Company Limited in 2004,
she is now the Capital Operation GM of China Merchants Port Holdings Company Limited. 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 China Merchants Port
Holdings Company Limited. Joining China Merchants Port Holdings Company Limited in Sept.
2003, she is now the internal control and audit GM of China Merchants Port Holdings Company
Limited. 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.
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
49
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 with a
bachelor’s degree in engineering 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.
Vice GM Mr. Lin Cong graduated from Wuhan Institute of Water Transportation Engineering with
a bachelor’s degree in engineering (port machinery design and manufacturing) and is a senior
engineer. He has over three decades of experience in operation and management of port enterprises.
He was once the Technical Safety Superintendent and a Vice GM of Huangpu Port Container
Terminal Co., Ltd. under the Ministry of Transport, a Vice GM of Shenzhen Yantian Port Affairs
Co., Ltd., the Operation Manager and western port project director of Yantian International
Container Terminals Co., Ltd., a Standing Vice GM of Shenzhen Yantian Western Terminal Co.,
Ltd., a Vice GM of China Merchants International Terminal (Qingdao) Company Ltd., a Standing
Vice GM of China Merchants International Container Terminal (Qingdao) Co., Ltd., the GM of the
Safety Committee’s Office of China Merchants Port Holdings Company Limited, a President
Assistant and Vice President of Zhanjiang Port (Group) Co., Ltd., and the GM of Zhanjiang Port
China Shipping Container Terminal Co., Ltd. And he has been a Vice GM of the Company since
Aug. 2016.
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 shareholding entities
Remuneration
or allowance
Name Shareholding entity Position in shareholding entity Term of office from
shareholding
entity (Yes/No)
China Merchants Port Holdings
Vice GM & Executive Director Oct. 2015 - now Yes
Company Limited
Shi Wei
Shenzhen Malai Storage Co., Ltd. Board Chairman May 2016 - now No
China Merchants Port Holdings
CFO Oct. 2015 - now Yes
Lu Company Limited
Shengzhou
Shenzhen Malai Storage Co., Ltd. Director May 2016 - now No
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
China Merchants Port Holdings
Li Yubin Vice GM Nov. 2016 - now Yes
Company Limited
Administrative GM Feb. 2016 - now
China Merchants Port Holdings
Yes
Company Limited Western Port Affairs GM
Pan Ke Mar. 2014 - now
Shenzhen Malai Storage Co., Ltd. Director May 2016 - now No
Vice GM Feb. 2015 - now
Zhang China Nanshan Development
Yes
Jianguo (Group) Inc.
CFO Jan. 2013 - now
China Merchants Port Holdings
Wen Ling Capital Operation GM May 2016 - now Yes
Company Limited
China Merchants Port Holdings
Internal Control & Audit GM Jun. 2010 - now Yes
Company Limited
Zhao Jianli
Shenzhen Malai Storage Co., Ltd. Supervisor Mar. 2013 - now No
Concurrent positions in other entities
Remuneration or
Position in other allowance from
Name Other entity Term of office
entity other entity
(Yes/No)
Shekou Container Terminals Ltd. Director May 2016 - now No
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director Oct. 2016 - now No
Shi Wei Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director May 2016 - now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director May 2016 - now No
China Merchants International (China) Investment
Director May 2016 - now No
Co., Ltd.
Shekou Container Terminals Ltd. Director May 2016 - now No
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director Oct. 2016 - now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director May 2016 - now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director May 2016 - now No
Lu Shenzhen Lianyongtong Terminal Co., Ltd. Director Dec. 2016 - now No
Shengzhou
Shanghai International Port (Group) Co., Ltd. Supervisor Mar. 2016 - now No
Ningbo Daxie China Merchants International
Director Mar. 2016 - now No
Terminals Co., Ltd.
China Merchants International Terminal (Qingdao)
Director Oct. 2016 - now No
Company Ltd.
China Merchants International Container Terminal Director Oct. 2016 - now No
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(Qingdao) Co., Ltd.
Qingdao Qianwan United Container Terminal Co.,
Director Mar. 2016 - now No
Ltd.
Qingdao Qianwan United Advance Container
Director Mar. 2016 - now No
Terminal Co., Ltd
China International Marine Containers (Group) Co.,
Supervisor Oct. 2016 - now No
Ltd.
Supervisory
China Nanshan Development (Group) Inc. Apr. 2016 - now No
Board Chairman
China Merchants Bonded Logistics Co., Ltd. Director Mar. 2016 - now No
Shenzhen JinYuRongTai Investment &
Director Jun. 2016 - now No
Development Co., Ltd.
Asia Airfreight Terminal Company Limited Director Apr. 2014 - now No
Modern Terminals Limited Director Mar. 2015 - now No
Shekou Container Terminals Ltd. Director Aug. 2012 - now No
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director Sept. 2012 - now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director Sept. 2012 - now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director Sept. 2012 - now No
Shenzhen Lianyongtong Terminal Co., Ltd. Director Jan. 2014 - now No
Shenzhen Mawan Wharf Co., Ltd. Director Sept. 2012 - now No
Guangdong Yide Port Co., Ltd. Supervisor Mar. 2014 - now No
Li Yubin Zhangzhou China Merchants Port Co., Ltd. Director Oct. 2014 - now No
China Merchants International Terminal (Qingdao) Vice Board
Oct. 2016 - now No
Company Ltd. Chairman
Colombo International Container Terminals Limited Director Aug. 2012 - now No
China Merchants Holdings (International)
Director Apr. 2012 - now No
Information Technology Co., Ltd.
Vice Board
China Merchants Bonded Logistics Co., Ltd. Feb. 2016 - now No
Chairman
Vice Board
Shenzhen Qianhaiwan Depot Co., Ltd. Aug. 2012 - now No
Chairman
Vice Board
Juzhongzhi Investment (Shenzhen) Co., Ltd. Dec. 2015 - now No
Chairman
Silk Road E-Merchants Information Technologies
Supervisor Mar. 2016 - now No
Co., Ltd.
Pan Ke Shekou Container Terminals Ltd. Director Dec. 2015 - now No
52
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director Dec. 2015 - now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director Mar. 2016 - now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director May 2016 - now No
Chiwan Container Terminal Co., Ltd. Director Jul. 2013 - now No
Shenzhen Mawan Port Service Co., Ltd. Director Feb. 2016 - now No
Shenzhen Mawan Godown & Wharf Co., Ltd. Director Feb. 2016 - now No
Shenzhen Mawan Wharf Co., Ltd. Director Feb. 2016 - now No
China Merchants Port Service (Shenzhen) Co., Ltd. Director Feb. 2016 - now No
Shenzhen Haixing Harbor Development Co., Ltd. Director Oct. 2015 - now No
China Merchants Holdings (International)
Director Mar. 2013 - now No
Information Technology Co., Ltd.
China Merchants Bonded Logistics Co., Ltd. Director Mar. 2016 - now No
Zhangjiang Port (Group) Co., Ltd. Vice President Sept. 2016 - now No
Qu Jiandong
Zhanjiang Port International Container Terminal Co.,
Director Dec. 2016 - now No
Ltd.
Standing Vice
Yu Shixin Hong Kong Haitong Co., Ltd. Jan. 2016 - now Yes
GM
China Merchants Port Service (Shenzhen) Co., Ltd. Supervisor Mar. 2008 - now No
Vice Supervisory
Zhangjiang Port (Group) Co., Ltd. Nov. 2007 - now No
Board Chairman
Wen Ling
Shenzhen Haiqin Engineering Supervision &
Supervisor Sept 2012 - now No
Management Co., Ltd.
China Merchants Port Development (Shenzhen) Co.,
Supervisor Sept. 2016 - now No
Ltd.
Shekou Container Terminals Ltd. Director Sept. 2013 - now No
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director May 2013 - now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director May 2013 - now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director May 2013 - now No
Zhao Jianli Shenzhen Lianyongtong Terminal Co., Ltd. Supervisor Jan. 2014 - now No
Antongjie Terminal Depot (Shenzhen) Co., Ltd. Supervisor Feb. 2014 - now No
Ansujie Terminal Depot (Shenzhen) Co., Ltd. Supervisor Mar. 2014 - now No
Shenzhen Mawan Wharf Co., Ltd. Director Apr. 2013 - now No
China Merchants Port Service (Shenzhen) Co., Ltd. Director Apr. 2010 - now No
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
China Merchants International Terminal (Qingdao)
Supervisor Oct. 2016 - now No
Company Ltd.
China Merchants International Container Terminal
Supervisor Mar. 2016 - now No
(Qingdao) Co., Ltd.
China Merchants Bonded Logistics Co., Ltd. Supervisor Mar. 2016 - now No
Grain Electronic Trade Center of China Grain
Supervisor Aug. 2014 - now No
Merchants Group (Shenzhen)
Shenzhen JinYuRongTai Investment &
Supervisor Jun. 2016 - now No
Development Co., Ltd.
Vice Board
China Development Finance Co., Ltd. Dec. 2012 - now No
Chairman
Zhang Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Director Jul. 2016 - now No
Jianguo
Vice Board
Shenzhen New Nanshan Holding (Group) Co., Ltd. Aug. 2015 - now No
Chairman
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
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 RMB100,000/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.
(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.
54
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Remuneration of the directors, supervisors and senior management of the Company during the
reporting period
Unit: RMB’0,000
Whether
Total before- gained
Current/ tax remuneration
Name Position Gender Age remuneration from the
former gained from related parties
the Company of the
Company
Chairman of the
Shi Wei Female 53 Current 0 Yes
Board
Lu Shengzhou Director Male 52 Current 0 Yes
Li Yubin Director Male 45 Current 0 Yes
Pan Ke Director Male 39 Current 0 Yes
Qu Jiandong Director Male 52 Current 122 No
Zhang Jianguo Director Male 52 Current 0 Yes
Independent
Yuan Yuhui Male 66 Current 10 No
director
Independent
Su Qiyun Male 53 Current 10 No
director
Independent
Li Changqing Male 49 Current 10 No
director
Supervisory Board
Yu Shixin Male 54 Current 0 No
Chairman
Wen Ling Supervisor Female 52 Current 0 Yes
Zhao Jianli Supervisor Female 53 Current 0 Yes
Ni Keqin Supervisor Female 52 Current 110 No
Zheng Linwei Supervisor Male 46 Current 96 No
Zhao Qiang GM Male 55 Current 140 No
Nie Qi Vice GM Male 54 Current 111 No
Zhao
Vice GM Male 51 Current 112 No
Chaoxiong
Vice GM
Wang Yongli &Company Male 49 Current 112 No
Secretary
Lin Cong Vice GM Male 58 Current 16 No
Zhang Fang CFO Male 52 Current 99 No
55
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Total -- -- -- -- 948 --
Situations of equity incentives awarded to the directors, supervisors and senior management of the
Company during the reporting period
□ Applicable √ Inapplicable
V. About employees
1. Number, functions and educational backgrounds of employees
Number of in-service employees of the Company 400
Number of in-service employees of main subsidiaries 1,015
Total number of in-service employees 1,415
Total number of employees with remuneration in
1,415
current period
Number of retirees to whom the Company or its main
0
subsidiaries need to pay retirement pension
Functions
Function Number of employees
Production 694
Sales 49
Technical 466
Financial 68
Administrative 138
Total 1,415
Educational backgrounds
Educational background Number of employees
Master and above 33
Bachelor 300
College 388
Technical secondary school 163
Below above 531
Total 1,415
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. Employee remuneration policy
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 ".
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
3. Employee training plans
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.
4. Labor outsourcing
□ Applicable √ Inapplicable
58
The 2016 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. We developed the special project of “the Blue Sky Action” to protect investors
To carry out and implement the key spirit of Mr. Xijinping, the General Secretary’s speech about
speeding up the formation of the stock market where investors’ rights and interests can be fully
protected, the requirements from the Opinion of the General Office of the State Council on Further
Enhancing the Lawful Rights and Interests of Medium and Small Investors in the Capital Market
(GBF [2013] NO.110) as well as the spirit of the Y2016 Conference of Supervision Work for
National Securities and Futures, and on the basis of the Notice of Shenzhen Securities Regulatory
Commission on Developing the Special Project of “the Blue Sky Action” to Protect Investors (SZJF
〔2016〕NO.15) (named as the Notice thereafter), we developed the special project of “the Blue
Sky Action” to protect investors with details as below:
(1) We sustainably perfected systems and standardized processes. We would persistently keep a
watchful eye on new laws and regulations, organized our internal processes, and sustainably revised
and perfected related systems and processes as well as kept the standardability on the basis of work
demands, and rules of management and control.
(2) We strictly prevented insider trading. We have always been attaching importance to the
prevention and control against insider trading. We strictly executed the Management System on
Inside Information and Insiders, and would continue to try efforts in related work covering the
registration of inside information, as well as the prevention and control against insider trading.
(3) We made a serious commitment to information disclosure. Strictly based on laws, regulations,
and related systems, we faced all our investors in openness, fairness, and impartiality. We would
continue to disclose information seriously, objectively, and justly.
(4) We kept good relationship with investors. Over the years, we preserved in the culture of
managing good investor relations, valued the protection of investors’ rights and interests, kept
smooth communication with investors through shareholders’ general meetings, the SZSE EasyIR
platform, email and phone consultation, daily reception for investors’ visits, as well as the
participation in investors’ meetings, etc., and also ensured the consistent and equal treatment to all
investors. We severely practiced the Investors’ Management System of the Company in
communication with investors.
In order to further enhance the management on investor relations, strengthen the communication
with the vast investors, practically improve the transparency and governance of the listed Company,
59
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
as well as positively response the Shenzhen Securities Regulatory Commission’s call of developing
the special project of “the Blue Sky Action” to protect investors, we announced the Announcement
on Holding the Internet Reception for Investors (Announcement number: 2016-046) on 28 Oct 2016.
We held the internet reception for investors via network communication on the IR investor
interaction platform of Shenzhen Stock Exchange (website linkage: http://irm.p5w.net) on 2 Nov
2016. Board Chairmen Ms. Shi Wei, General Manager Mr. Zhao Qiang, Deputy General Manger
(Concurrently as the Board Secretary) Mr. Wang Yongli were present at the reception meeting,
where they communicated with investors about the concerned issues. For details of the reception,
please refer to the Announcement on Details of the Internet Reception for Investors (Announcement
number: 2016-047) on 3 Nov 2016. We would keep good investor relations management and
constantly improve our service to investors as well as enhance the management on investor relations,
ensure the smooth service channels for investors in aspects of the investors service call, the
website’s investors relation column, etc., and update related announcements in our official website
in time.
(5) We kept steady profit distribution policy to pay shareholders back. We have always been
keeping faith with the culture and concept about stock equity as repaying the society and
shareholders, for which we have practically implemented for years by maintaining the cash bonus
rate around 50%-60% every year, not to mention our good investors relation management over the
years. We have refinanced for about RMB 0.37 billion in the capital market, and distributed cash
dividends of about RMB 4.43 billion since we went public in 1993. We would stick on and further
intensify the consciousness of paying shareholders back, and positively pay back shareholders
through stable dividends in strict accordance with the rules in the Company Law and the Articles of
Association as well as on the basis of our actual situation.
Through positive conduction of the aforesaid special work, we formulated the special mechanism
for protecting investors suitable for our development, which required us to stick to the
consciousness of protecting investors in daily work, continue to highly value the investors
protection work, keep perfecting our behaviors of protecting investors, as well as guide investors to
build rational investment concept, improve risk awareness and self-protection capability. We
would continue to keep firm operation, make hard efforts to information disclosure, inside
information management, as well as investors relation maintenance and protection, build a good
company image, keep steady profit distribution policy, better improve our standard operation level,
and share our growth and development with the investors.
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
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 Board: number and composition of the members of the
Supervisory Board 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, customers and other stakeholders so as to develop the Company in a
consistent and healthy way.
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 Board, 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.
61
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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.
Any significant incompliance with the regulatory documents issued by the CSRC governing the
governance of listed companies
□ Yes √ No
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.
62
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
III. Horizontal competition
Name of
Type of the
shareholde Cause Methods Work progress and follow-up plans
question
rs
On17 Sept. 2012
CMPort was actively promote and discuss the
CMPort has
research of solution for the horizontal competition,
Mainly was the promised to
including independence of Chiwan Wharf, further
historical reason, completely solve reinforce the stable development of the west port in
comparatively, the horizontal
Shenzhen, enhance strategic synergy effect and
Horizontal cooperation more competition
CMPort * endeavor to focus on the equity of shareholder of
competition than competition problem through the Company. The Company timely and actively
between CMPort asset communicated with CMPort and perform
and the Company reorganization, information disclosure obligation in term of the
* etc. in the
stipulation of the existing relevant laws and
coming 3 to 5
regulations.
years.
* On 17 Sept. 2012, CMPort and CND Group signed a stock custody agreement. According to the
said agreement, CND Group would entrust CMPort 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 CMPort, signed an equity transfer agreement. According to the said agreement,
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, CMPort was entrusted
to manage CND Group's holding of 209,687,067 shares of A share (Proportion of shareholding of
32.52%). Meanwhile, CMPort 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 the control of CMPort.
* CMPort 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 CMPort in the container
terminal business in the port area of West Shenzhen due to historical reasons; and there is also
market competition with Yantian Port and Dachanwan Port in Shenzhen. However, comparatively
speaking, thanks to the coordination of the actual controller China Merchants Group, the
cooperation between the Company and CMPort is greater than competition. The aforesaid
management entrustment is mainly a response to the deteriorating port markets. It is a strategic
move to boost CMPort’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.
63
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
IV. Particulars about the annual shareholders’ general meeting and special shareholders’
general meetings held during the reporting period
1. Particulars about the shareholders’ general meeting in reporting period
Proportion
of
Session Type investors' Convening date Disclosure date Index to the disclosed
participatio
n
For the resolution
The First Special Special
announcement (No.
Shareholders’ Shareholders’
76.72% 01/22/2016 01/23/2016 2016-005), see
General Meeting of General
http://www.cninfo.co
2016 Meeting
m.cn
For the resolution
The Annual The Annual
announcement (No.
Shareholders’ Shareholders’
76.43% 06/06/2016 06/07/2016 2016-023), see
General Meeting of General
http://www.cninfo.co
2015 Meeting
m.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
Particulars about the independent directors attending the board sessions
Non-
Sessions required Attendance by
Entrusted attendance in
Independent to attend during Attendance way of
presence Absence rate person for two
director the reporting in person telecommunica
(times) consecutive
period tion
times
Yuan Yuhui 6 3 3 0 0 N/A
Su Qiyun 6 2 3 1 0 N/A
Li Changqing 6 3 3 0 0 N/A
General meetings sat in on by
2
independent directors
Notes to non-attendance in person for two consecutive times
Inapplicable
64
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 2016 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 24 Mar. 2016, the First Meeting of the Audit Committee of the 8th Board of Directors for
2016 was held at 9:00 a.m. at Conference Room 2, 11/F., Chiwan Haiyun Building, Shenzhen, at
which the following proposals were reviewed and approved unanimously:
1) “Internal Auditing Report of the Company for 2015” was reviewed and approved;
65
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2) Audit Office's Auditing Report of the Company for 2015 No.05-07” was reviewed and approved;
3) “Internal Auditing Plan of the Company for 2016” was reviewed and approved;
4) “Working Report of the Audit Committee of the Board in 2015” was reviewed and approved;
5) “The 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;
6) “The Financial Statements of 2015” was reviewed and approved and was submitted to the Board
of Directors of the Company for approval;
7) “Report on the Change of the Accounting Firm for 2016” 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 2016. This proposal
was submitted to the Board of Directors of the Company for approval.
(2) On 25 Apr. 2016, the Second Meeting of the Audit Committee of the 8th Board of Directors for
2016 was held by communication voting at which the Internal Auditing Report of the Company for
the First Quarter of 2016 was reviewed and approved unanimously.
(3) On 24 Aug. 2016, the Third Meeting of the Audit Committee of the 8th Board of Directors for
2016 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:
1) “The Semi-Annual Financial Report for 2016 of the Company” was reviewed and approved and
was submitted to the Board of Directors of the Company for approval;
2) “Internal Auditing Report of the Company for the Second Quarter of 2016” was reviewed and
approved;
(4) On 26 Oct. 2016, the Fourth Meeting of the Audit Committee of the 8th Board of Directors for
2016 was held by communication voting at which the Internal Auditing Report of the Company for
the Third Quarter of 2016 was reviewed and approved unanimously.
(5) On 30 Dec. 2016, the Fifth Meeting of the Audit Committee of the 8th Board of Directors for
2016 was held at 2: 00 p.m. at Conference Room 1, 8/F., Chiwan Petroleum Building, Shenzhen, at
which the Report on the Company's operation and the Audit Report on the Company’s Finance and
Internal Control by Deloitte Touche Tohmatsu Certified Public Accountants LLP for 2016 were
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 2015 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 2015.
During the reporting period, the Audit Committee expressed its audit opinions two times on the
annual financial statements of the Company for 2015 in accordance with relevant requirements
66
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 2015. Information
included in the Financial Statements was objective and complete. Financial Statements for 2015
which was preliminarily audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP
may be submitted for review at the 5th 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 25 Jan. and 25 Feb. 2016 respectively to urge them to produce their audit report in a timely
manner, so as to ensure the annual audit and information disclosure proceed as scheduled.
(4) Opinions on the Auditing Work Performed by the Accountants for the previous year
During the auditing period, the Audit Committee of the Board focused on the problems discovered
in process of audit, urged auditors to finish the preparation of their report within a prescribed period
of time and ensured the truthfulness, accuracy and completeness of the annual report. The Certified
Public Accountants issued a standard unqualified audit report on 24 Mar. 2016. 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. 2015 and its operation
results and cash flows for the year 2015 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
67
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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 three meetings, details of which are as follows:
1. On 5 Jan. 2016, the First Meeting of the Nomination, Remuneration and Evaluation Committee
of the 8th Board of Directors for 2016 was held by telecommunication voting at which the Proposal
on Examining Director Candidates was reviewed and approved unanimously. Upon review by the
Board, these director candidates would be elected at a meeting of shareholders.
2. On 24 Mar. 2016, the Second Meeting of he Nomination, Remuneration and Evaluation
Committee of the 8th Board of Directors for 2016 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:
(1) “The Working Report of the Nomination, Remuneration and Evaluation Committee of the Board
for 2015”; and
(2) “The Report on the Remuneration of the Directors, Supervisors and Senior Management Staff
for 2015”.
3. On 24 Aug. 2016, the Third Meeting of the Nomination, Remuneration and Evaluation
Committee of the 8th Board of Directors for 2016 was held at 2:50 p.m. at Conference Room 3,
11/F., Chiwan Haiyun Building, Shenzhen, at which the Proposal on Hiring Mr. Lin Cong as Vice
GM was reviewed and approved unanimously, and submitted to the Board of Directors of the
Company for approval.
(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
three meetings, details of which are as follows:
1. On 22 Jan. 2016, the First Meeting of the Strategy Committee of the 8th Board of Directors for
2016 was held at 3:40 p.m. at Conference Room 2, 11/F., Chiwan Haiyun Building, Shenzhen, at
which the Proposal on Election of Convener for the Strategy Committee under the 8th Board of
Directors was reviewed and approved unanimously. The said proposal was later submitted to the
Board for review.
2. On 24 Mar. 2016, the Second Meeting of the Strategy Committee of the 8th Board of Directors
for 2016 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 2015 and the Business
Development Plan for 2016 to 2020 were reviewed and approved unanimously.
68
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
3. On 25 Apr. 2016, the Third Meeting of the Strategy Committee of the 8th Board of Directors for
2016 was held by telecommunication voting, at which the Proposal on Investing in Haixing Onoda
Project was reviewed and approved unanimously. The said proposal was later submitted to the
Board for review.
VII. Performance of the Supervisory Board
During the reporting period, the Supervisory Board found whether there was risk in the Company in
the supervisory activity
□ Yes √ No
The Supervisory Board 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
2. Self-appraisal report on internal control
Disclosure date of the Self-appraisal Report on Internal Control 28 Mar. 2017
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
92%
the Company's total assets of the consolidated financial statements
The proportion of operation revenue included in evaluation scope
entities in the Company's operation revenue of the consolidated financial 90%
statements
Defect Judging Standards
Category Financial Report Non-Financial Report
If a defect or defect group give Great defect Significant
Common defect
defect
rise to the following events Development Development Development
which can not be prevented or direction direction direction
found and made rectification, severity deviate severity deviate severity deviate
the defect or defect group are from the from the from the
Qualitative criteria
strategic goals, strategic goals, strategic goals,
recognized as significant investment investment investment
defects: direction, and direction, and direction, and
(1) Malpractices of directors, business business business
supervisors and senior structure, structure, structure,
commercial commercial commercial
69
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
management: modeled. which modeled. which modeled. which
(2) The Company make completely unable to completely can't
unable to support the fully support the
correction to the financial
support the realization of realization of
report issued; realization of strategic goals at strategic goals
(3) Certified Public strategic goals a larger extent
Accountant find that there is a Strategy Strategy Strategy
implementation implementation implementation
significant error in the
is blocked, is blocked, most is blocked, part
financial report, however, the almost all of indicators of of indicators of
internal control did not indicators of strategy strategy
discover it when conducting strategy implementation implementation
implementation can not can not
internal control;
can not completed as completed as
(4) The Audit Committee completed as planned planned
under the Board and Internal planned
Audit Service's supervision to Have a Have a greater Have an adverse
the internal control is invalid. significant adverse impact impact on the
adverse impact on the asset asset turnover
on the asset turnover ability, ability, which
turnover ability, which lead to lead to total
which lead to total asset asset turnover
total asset turnover rate rate lowed10%
turnover rate lowed10% to below
lowed 20% 20% (Including
above (Including 10%）
20％）
Lead to break Lead to break Some daily
off of common off of common business is
business/service business/service influenced, lead
or it takes half or it takes three to break off of
year or above to months or half common
recover the year below to business/service
break off of recover the or it takes three
common break off of months below to
business/service common recover the
business/service break off of
common
business/service
Badly damage In a large extent, In a large extent,
the working damage the damage the
enthusiasm of working working
all the enthusiasm of enthusiasm of
employees, will all the all the
give rise to large employees, employees,
scale group reduce work reduce work
events or heavy efficiency, have efficiency, have
damage to greatly adverse some adverse
enterprises effect to effect to
culture and enterprises enterprises
enterprises culture and culture and
cohesion enterprises enterprises
cohesion cohesion
The employee's The employee's The employee's
ability and ability and ability and
professional professional professional
skills universally skills in some skills in some
can not meet the significant fields fields can not
enterprise can not meet meet the
development the enterprise enterprise
70
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
needs by a large development development
margin needs
Negative news Negative news Negative news
spread in the spread in the spread in the
field of the field of the field of the
entire business entire business, entire business,
(including or was paid have small
extending to attention or damage to the
industry reported by the reputation of the
chain),or was local media the enterprise, the
paid attention by recovery of recovery of
the national reputation will reputation will
media or public take three to six take three
media, the months 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 management in
a large extent a 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 Common defect
defect
Had significant Had larger Had adverse
The judging standard was the adverse impact adverse impact impact to the
net profits attributable to the to the annual to the annual annual operation
parent Company's operation profits operation profits profits or cause
shareholders in the or cause or cause decrease of
consolidated financial decrease of decrease of annual operation
statements audited in last year. annual operation annual operation profits when at
Misstatement amount ≥ 5% profits when at profits when at 1% below of
Quantitative criteria above of judging standard was 5% (including 1% (including judging standard
great defect; 5% judging 5%) above of 1%) to 5%
standard ＞1% misstatement judging standard judging standard
amount was significant defect; Had significant Had larger Had adverse
misstatement amount ＜1% adverse impact adverse impact impact to
below of judging standard was to decrease of to decrease of decrease of
general standard. inflow of total inflow of total inflow of total
cash flow or cash flow or cash flow or
increase of increase of increase of
outflow total outflow total outflow total
cash flow when cash flow when cash flow when
at 10% at 5% (including at 5% below of
(including 10%) 5%) to 10% judging standard
above of judging above of judging
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
standard standard
Great Larger Great
investment investment investment
mistake incurred mistake incurred mistake incurred
which cause which cause which cause
direct economy direct economy direct economy
losses when at losses when at losses when at
5% (including 1% (including 1% below of
5%) above of 1%)to 5% of judging standard
judging standard judging standard or the return on
or the return on or the return on investment less
investment investment less than 30% lower
more than 40% than than expected
lower than 30%(including
expected 30% to 40%)
lower than
expected
0 death or 3 deaths above less than 3
above , or 50 to 10 deaths deaths or above ,
people serious below , or less or less than 10
injury, or direct than10 people people serious
economy losses serious injury, or injury, or direct
when at 5% direct economy economy losses
(including 5%) losses when at when at 1%
above of judging 1% (including below of
standard 1%) to 5% of judging standard
judging standard
Asset integrity Asset integrity Asset integrity
cannot be cannot be cannot be
ensured, when ensured, when ensured, when
assets losses at assets losses at assets losses at
5% (including 1% (including 1% below of
5%) above of 1%)to 5% of judging standard
judging standard judging standard
A large number Number of great Irreconcilable
of great commercial commercial
commercial disputes, civil disputes, civil
disputes, civil lawsuits, and lawsuits
lawsuits and had obviously happened
negative influence in a sometimes,
influences can't certain area and cause a certain
eliminate in a period, may pay influences in
short period of compensation at local, may pay
time, may pay 1% (including compensation at
compensation at 1%) to 5% of 1% below of
5% (including judging standard judging standard
5%) above of
judging standard
A serious A serious Violation of
violation of laws violation of laws laws and
and regulations, and regulations, regulations,
investigated by investigated by investigated by
government government government
department and department and department and
legal legal legal
department, department, may department, may
cause pay pay
prosecution and compensation at compensation at
class action, 0.5% (including 0.5% below of
may pay 0.5%) to 2% of judging standard
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
compensation at judging standard
2% (including
2%) above of
judging standard
Number of significant defects of
0
financial report (Piece)
Number of significant defects of
0
non- financial report (Piece)
Number of important defects of
0
financial report (Piece)
Number of important defects of
0
non-financial report (Piece)
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. 2016, 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. 2016.
Disclosure of Audit Report on Internal Control Disclosed
Disclosure date of the Audit Report on Internal
28 Mar. 2017
Control
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
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The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section X. Corporate Bonds
Corporate bonds publicly offered and listed on the stock exchange, which were undue before the
approval date of this Report or were due but could not be redeemed in full
None
74
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section XI. Auditor’s Report (See attached)
Type of audit opinion Standard and unqualified auditor's report
Date of signing audit report 24 Mar. 2017
Audit agency Deloitte Touche Tohmatsu Certified Public Accountants LLP
No. of audit report De Shi Bao (Shen) Zi (17) No. P00240
Name of CPA Li Weihua, Su Min
75
The 2016 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section XII. 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 2017
76
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND
AUDITORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2016
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2016
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 (17) No. P00240
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 2016, 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 2016, 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 March 2017
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 2016
Consolidated Balance Sheet
Unit: RMB
LIABILITIES AND
ASSETS Notes 2016 2015 SHAREHOLDERS' EQUITY Notes 2016 2015
Current Assets: Current Liabilities:
Cash and bank balances (V)1 426,036,702.87 683,138,123.66 Short-term borrowings (V)20 - 141,610,178.37
Notes receivable (V)2 500,000.00 3,327,000.00 Accounts payable (V)21 89,444,597.10 91,453,838.66
Accounts receivable (V)3 173,934,496.63 189,016,564.86 Receipts in advance (V)22 30,668,212.67 40,504,130.84
Prepayments (V)4 2,639,758.53 2,678,775.41 Employee benefits payable (V)23 88,578,492.26 77,084,662.63
Interest receivable (V)5 - 72,773.05 Taxes payable (V)24 48,504,829.80 48,134,602.74
Dividends receivable (V)6 - - Interest payable (V)25 2,567,260.28 18,519,838.93
Other receivables (V)7 26,647,869.01 14,908,748.44 Dividends payable (V)26 - 88,715,008.17
Inventories (V)8 14,771,410.09 17,300,307.66 Other payables (V)27 74,590,394.09 76,713,923.82
Non-current liabilities due
Other current assets (V)9 16,832,212.36 12,889,208.71 (V)28 - 5,306,254.17
within one year
Total current assets 661,362,449.49 923,331,501.79 Other current liabilities (V)29 250,000,000.00 500,000,000.00
Non-current Assets: Total current liabilities 584,353,786.20 1,088,042,438.33
Available-for-sale financial assets (V)10 22,459,200.00 22,659,200.00 Non-current Liabilities:
Long-term equity investments (V)11 1,490,427,656.53 1,447,024,975.16 Bonds payable (V)30 298,331,506.85 497,764,383.59
Investment property (V)12 23,646,913.77 26,747,795.38 Special payables (V)31 34,326,860.44 34,990,596.50
Fixed assets (V)13 3,036,813,842.54 3,213,180,964.08 Deferred income (V)32 64,613,319.88 61,757,528.45
Construction in progress (V)14 164,604,358.31 22,222,084.78 Deferred tax liabilities (V)18 1,857,500.00 1,907,500.00
Intangible assets (V)15 1,010,767,451.01 1,046,896,621.98 Total non-current liabilities 399,129,187.17 596,420,008.54
Goodwill (V)16 10,858,898.17 10,858,898.17 TOTAL LIABILITIES 983,482,973.37 1,684,462,446.87
Long-term prepaid expenses (V)17 54,944,476.64 57,241,809.97 SHAREHOLDERS' EQUITY:
Deferred tax assets (V)18 12,221,758.47 11,274,320.82 Share capital (V)33 644,763,730.00 644,763,730.00
Other non-current assets (V)19 132,369,704.86 132,334,704.86 Capital reserve (V)34 167,480,381.25 165,564,739.15
Total non-current assets 5,959,114,260.30 5,990,441,375.20 Other comprehensive income (V)35 (8,039,646.43) (7,889,646.43)
Special reserve (V)36 4,145,765.65 3,719,755.58
Surplus reserve (V)37 520,074,434.56 520,074,434.56
Unappropriated profit (V)38 3,381,390,887.86 3,113,367,524.19
Total shareholders' equity attributable to
4,709,815,552.89 4,439,600,537.05
equity holders of the parent
Minority interests 927,178,183.53 789,709,893.07
TOTAL SHAREHOLDERS' EQUITY: 5,636,993,736.42 5,229,310,430.12
TOTAL LIABILITIES AND
TOTAL ASSETS 6,620,476,709.79 6,913,772,876.99 6,620,476,709.79 6,913,772,876.99
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 Xiaopeng
-3-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
AT 31 DECEMBER 2016
Balance Sheet of the Company
Unit: RMB
LIABILITIES AND
ASSETS Notes 2016 2015 SHAREHOLDERS' EQUITY Notes 2016 2015
Current Assets: Current Liabilities:
Cash and bank balances 97,401,657.09 331,615,767.60 Accounts payable 15,743,751.91 15,487,513.65
Accounts receivable (XIV)1 14,730,412.29 20,084,782.32 Receipts in advance - 152,681.00
Prepayments 175,000.00 489,500.00 Employee benefits payable 53,761,846.04 47,533,873.50
Dividends receivable 134,702,787.76 217,818,690.44 Taxes payable 1,906,748.15 1,571,813.93
Other receivables (XIV)2 582,452,104.00 679,107,748.88 Interest payable 5,657,953.71 20,381,890.98
Inventories 394,234.74 1,026,023.04 Dividend payable 37,608,540.65 37,608,540.65
Other current assets 997,740.76 487,860.51 Other payables 358,982,632.32 327,263,528.94
Total current assets 830,853,936.64 1,250,630,372.79 Other current liabilities 250,000,000.00 500,000,000.00
Non-current Assets: Total current liabilities 723,661,472.78 949,999,842.65
Available-for-sale financial assets 22,459,200.00 22,659,200.00 Non-current Liabilities:
Long-term receivables 11,004,284.75 11,004,284.75 Bonds payable 298,331,506.85 497,764,383.59
Long-term equity investments (XIV)3 2,032,600,191.97 2,000,153,426.29 Long-term payable 116,662,000.00 -
Investment property 13,600,159.92 16,358,585.53 Deferred tax liabilities 1,857,500.00 1,907,500.00
Fixed assets 179,815,891.12 192,230,359.90 Total non-current liabilities 416,851,006.85 499,671,883.59
Construction in progress 29,437,068.97 1,945,894.40 TOTAL LIABILITIES 1,140,512,479.63 1,449,671,726.24
Intangible assets 62,890,018.39 65,112,021.93 SHAREHOLDERS' EQUITY
Long-term prepaid expenses 4,156,590.13 4,391,427.41 Share capital 644,763,730.00 644,763,730.00
Total non-current assets 2,355,963,405.25 2,313,855,200.21 Capital reserve 240,001,254.59 239,043,433.54
Other Comprehensive Income 5,672,500.00 5,822,500.00
Special reserve 1,027,543.25 1,465,450.61
Surplus reserve 520,074,434.56 520,074,434.56
Unappropriated profit 634,765,399.86 703,644,298.05
TOTAL SHAREHOLDERS'
2,046,304,862.26 2,114,813,846.76
EQUITY
TOTAL LIABILITIES AND
TOTAL ASSETS 3,186,817,341.89 3,564,485,573.00 3,186,817,341.89 3,564,485,573.00
SHAREHOLDERS' EQUITY
The accompanying notes form part of the financial statements.
-4-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2016
Consolidated Income Statement
Unit: RMB
ITEM Notes 2016 2015
I. Operating income (V)39 1,905,107,140.42 1,872,608,596.16
Less: Operating costs (V)39 1,050,465,880.51 1,002,715,909.05
Business taxes and levies (V)40 10,772,232.34 7,552,581.66
Administrative expenses (V)41 174,521,284.02 175,644,906.71
Financial expenses (V)42 17,022,615.47 59,500,840.56
Impairment losses of assets (V)43 4,689,573.88 (89,469.40)
Add: Investment income (V)44 120,483,875.42 100,817,732.86
Including: Income from investments in associates
(V)44 114,191,687.57 95,337,543.13
and joint ventures
II. Operating profit 768,119,429.62 728,101,560.44
Add: Non-operating income (V)45 5,695,583.80 3,500,319.86
Including: Gains from disposal of non-current assets (V)45 325,644.31 460,800.55
Less: Non-operating expenses (V)46 3,156,325.92 3,574,586.26
Including: Losses from disposal of non-current assets (V)46 2,794,529.60 3,087,832.34
III. Gross profit 770,658,687.50 728,027,294.04
Less: Income tax expenses (V)47 100,808,983.78 75,309,635.43
IV. Net profit 669,849,703.72 652,717,658.61
Net profit attributable to shareholders of the parent 532,376,492.97 527,751,492.42
Profit or loss attributable to minority shareholders 137,473,210.75 124,966,166.19
V. Amount of Other Comprehensive Net Income After Tax: (V)48 (150,000.00) 1,087,500.00
Amount of other comprehensive net income after tax attributable
(150,000.00) 1,087,500.00
to equity holders of the parent
(I) Other comprehensive income that will not be reclassified
- -
subsequently to profit or loss
(i) Change as a result of remeasurement of the net defined
- -
benefit plan liability or asset
(ii) Share of other comprehensive income of the investee under
the equity method that will not be reclassified to profit or - -
loss
(II) Other comprehensive income that will be reclassified
(150,000.00) 1,087,500.00
subsequently to profit or loss
(i) Share of other comprehensive income of the investee under
- -
the equity method that will be reclassified to profit or loss
(ii) Gains or losses on changes in fair value of available-for-sale
(150,000.00) 1,087,500.00
financial assets
(iii) Translation differences of financial statements denominated
- -
in foreign currencies
Amount of other comprehensive net income after tax attributable
- -
to minority shareholders
VI. Total comprehensive income attributable to: 669,699,703.72 653,805,158.61
Shareholders of the parent 532,226,492.97 528,838,992.42
Minority shareholders 137,473,210.75 124,966,166.19
VII. Earnings per share:
(I) Basic earnings per share 0.826 0.819
(II) Diluted earnings per share 0.826 0.819
The accompanying notes form part of the financial statements.
-5-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2016
Income Statement of the Company
Unit: RMB
ITEM Notes 2016 2015
I. Operating income (XIV)4 223,985,141.78 260,740,919.37
Less: Operating costs (XIV)4 142,385,061.09 154,634,147.78
Business taxes and levies 2,614,833.60 4,723,343.75
Administrative expenses 77,019,295.74 72,403,051.31
Financial expenses 15,068,123.74 29,594,550.18
Impairment loss of assets 7,730.22 -
Add: Investment income (XIV)5 208,616,109.27 275,970,089.64
Including: Income from investments in associates
(XIV)5 67,621,133.66 52,671,209.47
and joint ventures
II. Operating profit 195,506,206.66 275,355,915.99
Add: Non-operating income 1,645,059.38 960,564.26
Including: Gains on disposal of non-current assets 175,644.31 313,012.51
Less: Non-operating expenses 1,699,991.85 937,447.90
Including: Losses on disposal of non-current assets 1,353,089.04 789,301.88
III. Gross profit 195,451,274.19 275,379,032.35
Less: Income tax expenses (22,956.92) 11,137,816.63
IV. Net profit 195,474,231.11 264,241,215.72
V. Amount of Other Comprehensive Net Income After Tax: (150,000.00) 1,087,500.00
(I) Other comprehensive income that will not be
- -
reclassified subsequently to profit or loss
(i) Change as a result of remeasurement of the net
- -
defined benefit plan liability or asset
(ii) Share of other comprehensive income of the investee
under the equity method that will not be reclassified to - -
profit or loss
(II) Other comprehensive income that will be reclassified
(150,000.00) 1,087,500.00
subsequently to profit or loss
(i) Share of other comprehensive income of the investee
under the equity method that will be reclassified to - -
profit or loss
(ii) Gains or losses on changes in fair value of available-
(150,000.00) 1,087,500.00
for-sale financial assets
(iii) Translation differences of financial statements
- -
denominated in foreign currencies
VI. Total comprehensive income 195,324,231.11 265,328,715.72
The accompanying notes form part of the financial statements.
-6-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2016
Consolidated Cash Flow Statement
Unit: RMB
ITEM Notes 2016 2015
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 1,960,263,631.42 1,940,123,679.99
Other cash receipts relating to operating activities (V)50(1) 22,883,145.63 71,210,780.42
Sub-total of cash inflows 1,983,146,777.05 2,011,334,460.41
Cash payments for goods purchased and services received 583,883,340.44 525,054,196.11
Cash payments to and on behalf of employees 351,637,512.85 340,667,806.30
Payments of all types of taxes 124,839,402.64 108,991,126.73
Other cash payments relating to operating activities (V)50(2) 95,031,617.01 58,770,593.82
Sub-total of cash outflows 1,155,391,872.94 1,033,483,722.96
Net Cash Flows from Operating Activities (V)51(1) 827,754,904.11 977,850,737.45
II. Cash Flows from Investing Activities:
Cash receipts from disposals and recovery of investments - 110,955,345.27
Cash receipts from investments income 78,873,958.07 39,043,870.98
Net cash receipts from disposal of fixed assets, intangible assets
2,790,734.08 3,117,287.66
and other long-term assets
Sub-total of cash inflows 81,664,692.15 153,116,503.91
Cash payments to acquire or construct fixed assets, intangible
171,567,857.53 152,822,155.82
assets and other long-term assets
Sub-total of cash outflows 171,567,857.53 152,822,155.82
Net Cash Flows from Investing Activities (89,903,165.38) 294,348.09
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 100,000,000.00 133,885,679.50
Cash receipts from issue of bonds 850,000,000.00 800,000,000.00
Sub-total of cash inflows 950,000,000.00 933,885,679.50
Cash repayments of borrowings 1,541,610,178.37 1,200,000,000.00
Cash payments for distribution of dividends or profit or interest 411,776,223.56 504,618,011.73
Including: Payments for distribution of dividends or profit to
95,677,829.00 215,249,531.83
minorities
Other cash payments relating to financing activities (V)50(3) 2,702,654.14 1,750,344.61
Sub-total of cash outflows 1,956,089,056.07 1,706,368,356.34
Net Cash Flows from Financing Activities (1,006,089,056.07) (772,482,676.84)
IV. Effect of Foreign Exchange Rate Changes on Cash and Cash
11,135,896.55 8,840,228.49
Equivalents
V. Net Increase (Decrease)in Cash and Cash Equivalents (257,101,420.79) 214,502,637.19
Add: Opening balance of Cash and Cash Equivalents (V)51(2) 683,138,123.66 468,635,486.47
VI. Closing Balance of Cash and Cash Equivalents (V)51(2) 426,036,702.87 683,138,123.66
The accompanying notes form part of the financial statements.
-7-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2016
Cash Flow Statement of the Company
Unit: RMB
ITEM Notes 2016 2015
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 242,290,965.55 266,291,531.90
Other cash receipts relating to operating activities 808,126,879.09 1,085,646,413.98
Sub-total of cash inflows 1,050,417,844.64 1,351,937,945.88
Cash payments for goods purchased and services received 71,852,072.97 74,851,999.84
Cash payments to and on behalf of employees 118,427,797.66 120,776,012.55
Payments of all types of taxes 6,394,756.31 15,379,650.33
Other cash payments relating to operating activities 673,179,988.69 769,807,353.31
Sub-total of cash outflows 869,854,615.63 980,815,016.03
Net Cash Flows from Operating Activities (XIV)8 180,563,229.01 371,122,929.85
II. Cash Flows from Investing Activities:
Cash receipts from disposals and recovery of investments - 110,955,345.27
Cash receipts from investments income 260,243,067.32 257,849,757.21
Net cash receipts from disposal of fixed assets, intangible assets
2,304,251.36 2,949,239.92
and other long-term assets
Cash receipts from disposal of subsidiaries and other business units - 118,451.91
Sub-total of cash inflows 262,547,318.68 371,872,794.31
Cash payments to acquire or construct fixed assets,
26,783,222.80 3,722,488.26
intangible assets and other long-term assets
Sub-total of cash outflows 26,783,222.80 3,722,488.26
Net Cash Flows from Investing Activities 235,764,095.88 368,150,306.05
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 216,662,000.00 -
Cash receipts from issue of bonds 850,000,000.00 800,000,000.00
Sub-total of cash inflows 1,066,662,000.00 800,000,000.00
Cash repayments of borrowings 1,400,000,000.00 1,200,000,000.00
Cash payments for distribution of dividends or profit or interest 315,547,137.22 287,640,370.14
Other cash payments relating to financing activities 2,702,654.14 1,750,344.61
Sub-total of cash outflows 1,718,249,791.36 1,489,390,714.75
Net Cash Flows from Financing Activities (651,587,791.36) (689,390,714.75)
IV. Effect of Foreign Exchange Rate Changes on Cash
1,046,355.96 306,212.13
and Cash Equivalents
V. Net Increase(Decrease) in Cash and Cash Equivalents (234,214,110.51) 50,188,733.28
Add: Opening balance of Cash and Cash Equivalents 331,615,767.60 281,427,034.32
VI. Closing Balance of Cash and Cash Equivalents 97,401,657.09 331,615,767.60
The accompanying notes form part of the financial statements.
-8-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2016
Consolidated Statement of Changes in Shareholders' Equity
Unit: RMB
2016 2015
Attributable to shareholders of the parent Attributable to shareholders of the parent
Other Total Other Total
Capital comprehensi Special Surplus Unappropriated Minority shareholders' Capital comprehensive Special Unappropriated Minority shareholders'
ITEM Share capital reserve ve income reserve reserve profit Others interests equity Share capital reserve income reserve Surplus reserve profit Others interests equity
I. Closing balance of the
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
preceding year
Add: Changes in accounting
- - - - - - - - - - - - - - - - - -
policies
Corrections of prior period errors - - - - - - - - - - - - - - - - - -
Others - - - - - - - - - - - - - - - - - -
II. Opening 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
III. Changes for the year - 1,915,642.10 (150,000.00) 426,010.07 - 268,023,363.67 - 137,468,290.46 407,683,306.30 - 2,866,183.50 1,087,500.00 1,499,978.06 - 318,848,043.90 - 29,409,124.23 353,710,829.69
(I) Total comprehensive income - - (150,000.00) - - 532,376,492.97 - 137,473,210.75 669,699,703.72 - - 1,087,500.00 - - 527,751,492.42 - 124,966,166.19 653,805,158.61
(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 - - - - - (264,353,129.30) - - (264,353,129.30) - - - - - (208,903,448.52) - (95,620,966.90) (304,524,415.42)
1. Transfer to surplus reserve - - - - - - - - - - - - - - - - - -
2. Transfer to general reserve - - - - - - - - - - - - - - - - - -
3. Distributions to shareholders - - - - - (264,353,129.30) - - (264,353,129.30) - - - - - (208,903,448.52) - (95,620,966.90) (304,524,415.42)
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 - - - 426,010.07 - - - (4,920.29) 421,089.78 - - - 1,499,978.06 - - - 63,924.94 1,563,903.00
1. Withdrawn in the period - - - 19,844,261.39 - - - 3,842,861.21 23,687,122.60 - - - 15,469,088.96 - - - 4,006,535.25 19,475,624.21
2. Utilized in the period - - - (19,418,251.32) - - - (3,847,781.50) (23,266,032.82) - - - (13,969,110.90) - - - (3,942,610.31) (17,911,721.21)
(VI) Others - 1,915,642.10 - - - - - - 1,915,642.10 - 2,866,183.50 - - - - - - 2,866,183.50
IV. Closing balance of the year 644,763,730.00 167,480,381.25 (8,039,646.43) 4,145,765.65 520,074,434.56 3,381,390,887.86 - 927,178,183.53 5,636,993,736.42 644,763,730.00 165,564,739.15 (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
The accompanying notes form part of the financial statements.
-9-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2016
Statement of Changes in Shareholders' Equity of the Company
Unit: RMB
2016 2015
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 644,763,730.00 239,043,433.54 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
Add: Changes in accounting policies - - - - - - - - - - - - - -
Corrections of prior period errors - - - - - - - - - - - - - -
Others - - - - - - - - - - - - - -
II. Opening 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
III. Changes for the year - 957,821.05 (150,000.00) (437,907.36) - (68,878,898.19) (68,508,984.50) - 34,746,714.30 1,087,500.00 1,465,450.61 - 55,337,767.20 92,637,432.11
(I) Total comprehensive income - - (150,000.00) - - 195,474,231.11 195,324,231.11 - - 1,087,500.00 - - 264,241,215.72 265,328,715.72
(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 - - - - - (264,353,129.30) (264,353,129.30) - - - - - (208,903,448.52) (208,903,448.52)
1. Transfer to surplus reserve - - - - - - - - - - - - - -
2. Transfer to general reserve - - - - - - - - - - - - - -
3. Distributions to shareholders - - - - - (264,353,129.30) (264,353,129.30) - - - - - (208,903,448.52) (208,903,448.52)
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 - - - (437,907.36) - - (437,907.36) - - - 1,296,180.48 - - 1,296,180.48
1. Transfer to special reserve in the period - - - 2,621,610.60 - - 2,621,610.60 - - - 2,927,499.53 - - 2,927,499.53
2. Utilized in the period - - - (3,059,517.96) - - (3,059,517.96) - - - (1,631,319.05) - - (1,631,319.05)
(VI) Others - 957,821.05 - - - - 957,821.05 - 34,746,714.30 - 169,270.13 - - 34,915,984.43
IV. Closing balance of the year 644,763,730.00 240,001,254.59 5,672,500.00 1,027,543.25 520,074,434.56 634,765,399.86 2,046,304,862.26 644,763,730.00 239,043,433.54 5,822,500.00 1,465,450.61 520,074,434.56 703,644,298.05 2,114,813,846.76
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 2016
(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 24 March 2017.
The scope of consolidated financial statements in the current period involves 10 subsidiaries. See
Note (VI) "Equity in other entities" 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 2016
(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 2016. 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("ASBE").
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 2016, 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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 individually assesses them for impairment. Receivables for which an impairment
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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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 2016
(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%
warehousing income and agency income
Taxable income from vehicle maintenance and utilities supplies
13% and 17%
on ships in shore
Value-added Tax ("VAT")
Sales revenue of waste materials and lease income from tangible
3%
movable property
Taxable income from leases of immovable property and labor 5% and 6%
dispatching (Note 2)
Taxable income from leases of immovable property and labor
Business tax 5 %(Note 2)
dispatching
City maintenance and 5% and 7%
VAT and Business tax paid
construction tax (Note 1)
Education surtax 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 (Hong Kong) Limited 16.50%
Chiwan Shipping (Hong Kong) Limited 16.50%
Hinwin Development Limited 16.50%
- 39 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(IV) TAXES - continued
1. Major taxes and tax rates - continued
Note 1: The subsidiaries set up in Shenzhen are subject to an city maintenance and construction
tax rate of 7%, and those set up in Dongguan are subject to an city maintenance and
construction tax rate of 5%.
Note 2: Pursuant to the Notice of the Ministry of Finance and the State Administration of Taxation
("SAT")on Full Launch of the Pilot Scheme on Levying Value-added Tax in Place of
Business Tax (filed as Cai Shui [2016] No. 36), a full implementation of replacing
business tax with VAT has been launched. Therefore, the Group is subject to VAT at 5%
and 6% respectively for rental income from immovable property and income from labor
dispatching since 1 May 2016.
Pursuant to the Interim Measures on Management of VAT Collection on Immovable
Property Leases Provided by Taxpayers released by SAT(filed as the notice of SAT 2016
No.16), the Group, are entitled to VAT tax rate at 5% based on simple tax method for
immovable property leasing since 1 May 2016.
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. The
tax preference is expired in 2016, hence, DGW has calculated its income tax at a rate of 25%
(2015: 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 2016 (2015: 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 Co., Ltd ("CHCC"), was
subject to tax preference of "3-year exemption followed by 3-year half reduction" commencing
from 2012. 2016 is the fifth profit-making year of berth 13A#, hence, the tax rate of 12.5% was
adopted to calculate its enterprise income tax. (2015: 12.5%).
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, Chiwan Container Terminal Co., Ltd ("CCT"),
a subsidiary of the Group, is a high-tech enterprise, and was subject to tax preference of 3-year
enterprise income tax rate of 15% commencing from 2014. Hence, CCT has calculated its income
tax at a rate of 15% in 2016 (2015: 15%).
- 40 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(IV) TAXES - continued
2. Tax preference - continued
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 Shen
Guo Shui She Jian Mian Bei [2015] No.0419, [2015] No.0575 and [2015] No.0755 respectively),
CCT, CHCC and Shenzhen Chiwan International Freight Agency Co., Ltd, the subsidiaries of the
Group, are exempted from VAT when providing logistics support service to overseas enterprises
except for warehousing service.
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Cash and bank balances
Unit: RMB
Item Closing balance Opening balance
Cash:
RMB 20,664.46 24,361.90
USD 492.53 461.05
HKD 7,786.85 3,824.97
Subtotal 28,943.84 28,647.92
Bank deposit:
RMB 225,166,179.45 409,906,378.32
USD 175,236,570.78 164,610,997.05
HKD 25,531,313.32 108,138,907.80
Subtotal 425,934,063.55 682,656,283.17
Other cash and bank balances(Note)
RMB 73,695.48 453,192.57
USD - -
HKD - -
Subtotal 73,695.48 453,192.57
Total 426,036,702.87 683,138,123.66
Including: The total amount of funds deposited in overseas 11,778,425.97 88,863,245.66
Note: Other cash and bank balances is mainly the amount deposited in the credit card account of
Industrial and Commerical Bank of China and securities settlement account of China Merchants
Securities Co., Ltd.
2. Notes receivable
Unit: RMB
Category Closing balance Opening balance
Bank acceptance bills 500,000.00 3,327,000.00
Note: There is no notes receivable pledged, endorsed or discounted at the year end.
- 41 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
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 4,527,585.51 2.54 - - 4,527,585.51 12,418,434.10 6.56 - - 12,418,434.10
Portfolio 2 169,922,044.73 95.41 515,133.61 0.30 169,406,911.12 176,789,459.38 93.44 191,328.62 0.11 176,598,130.76
Subtotal of portfolios 174,449,630.24 97.95 515,133.61 0.29 173,934,496.63 189,207,893.48 100.00 191,328.62 0.10 189,016,564.86
Accounts receivable that are not
individually significant but for which
bad debt provision has been assessed 3,647,046.03 2.05 3,647,046.03 100.00 - - - - - -
individually
Total 178,096,676.27 100.00 4,162,179.64 2.34 173,934,496.63 189,207,893.48 100.00 191,328.62 0.10 189,016,564.86
Accounts receivable portfolios for which bad debt provision has been assessed using the aging
analysis approach:
Unit: RMB
Closing balance Opening balance
Bad debt Proportion Carrying Bad debt Proportion
Aging Carrying amount provision (%) Book value amount provision (%) Book value
Within 1 year 169,810,253.50 477,141.52 0.28 169,333,111.98 176,739,529.67 142,974.91 0.08 176,596,554.76
More than 1 year but not
91,873.93 18,374.79 20.00 73,499.14 1,970.00 394.00 20.00 1,576.00
exceeding 2 years
More than 2 years but not
600.00 300.00 50.00 300.00 - - - -
exceeding 3 years
More than 3 years 19,317.30 19,317.30 100.00 - 47,959.71 47,959.71 100.00 -
Total 169,922,044.73 515,133.61 0.30 169,406,911.12 176,789,459.38 191,328.62 0.11 176,598,130.76
(2) Bad debt provision increase, reversal and written-off
Unit: RMB
Decrease
Item Opening balance Increase Reversal Write-off Closing balance
Accounts receivable 191,328.62 3,973,743.43 2,892.41 - 4,162,179.64
(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
Relationship with the amount to the total
Name of customer Company Amount accounts receivable (%) Bad debt provision
Customer A Customer 64,583,710.55 36.26 88,609.73
Customer B Customer 19,160,751.38 10.76 15.25
Customer C Customer 7,579,528.90 4.26 -
Customer D Customer 6,332,134.38 3.56 -
Customer E Customer 4,171,471.16 2.34 -
Total 101,827,596.37 57.18 88,624.98
- 42 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Prepayments
(1) Prepayments presented by aging
Unit: RMB
Closing balance Opening balance
Aging Amount Proportion (%) Amount Proportion (%)
Within 1 year 2,464,758.53 93.37 2,503,775.41 93.47
More than 1 year but not exceeding 2 years - - 175,000.00 6.53
More than 2 years but not exceeding 3 years 175,000.00 6.63 - -
Total 2,639,758.53 100.00 2,678,775.41 100.00
(2) Top five balances of prepayments classified by entities
Unit: RMB
Proportion of
the closing
balance to the
total
Relationship with Closing prepayments
Entities the Company balance (%)
The People's Insurance Company(Group) of China Limited. Supplier 921,724.05 34.92
China Life Insurance Co., Ltd Shenzhen Branch Supplier 496,400.00 18.80
The People's Property Insurance Company (Group) of China
Supplier 461,901.61 17.50
Limited, Shenzhen Branch
China Continent Property Insurance Co., Ltd. Supplier 216,780.91 8.21
Guangdong Jing'an Safety Evaluation & Consulting Co., Ltd. Supplier 175,000.00 6.63
Total 2,271,806.57 86.06
(3) The Group has no significant prepayment aging over one year.
5. Interest receivable
(1) Interest receivable
Unit: RMB
Category Closing balance Opening balance
Fixed term deposit - 72,773.05
(2) The Group has no significant overdue interest.
- 43 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
6. Dividends receivable
(1) Dividends receivable
Unit: RMB
Opening Impairment
Item balance Increase Decrease Closing balance appeared or not
China Overseas Harbor Affairs (Laizhou)
- 36,132,189.03 36,132,189.03 - No
Co., Ltd.("COHA(Laizhou)")
Media Port Investments Limited - 34,085,893.00 34,085,893.00 - No
China Ocean Shipping Agency (Shenzhen)
- 5,892,187.85 5,892,187.85 - No
Co., Ltd("Ocean Shipping Agency")
Jiang Su Ninghu Expressway Co., Ltd - 400,000.00 400,000.00 - No
Total - 76,510,269.88 76,510,269.88 -
(2) The Group has no dividends receivable aging more than one year.
7. Other receivables
(1) Disclosure of other receivables by categories:
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Category Amount (%) Amount (%) Book value Amount (%) Amount (%) Book value
Other receivables that are individually
significant and for which bad debt - - - - -
provision has been assessed individually
Other receivables for which bad debt provision has been assessed by credit risk portfolios
Portfolio 1 9,736,887.93 34.85 100,000.00 1.03 9,636,887.93 12,390,252.83 80.02 100,000.00 0.81 12,290,252.83
Portfolio 2 18,205,610.78 65.15 1,194,629.70 6.56 17,010,981.08 3,094,402.45 19.98 475,906.84 15.38 2,618,495.61
Subtotal of portfolios 27,942,498.71 100.00 1,294,629.70 4.63 26,647,869.01 15,484,655.28 100.00 575,906.84 3.72 14,908,748.44
Other receivables that are not
individually significant but for which bad
debt provision has been assessed - - - - - - - - - -
individually
Total 27,942,498.71 100.00 1,294,629.70 4.63 26,647,869.01 15,484,655.28 100.00 575,906.84 3.72 14,908,748.44
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 17,704,281.50 723,624.26 4.09 16,980,657.24 2,622,437.97 10,265.61 0.39 2,612,172.36
More than 1 year but not
37,904.80 7,580.96 20.00 30,323.84 2,600.00 520.00 20.00 2,080.00
exceeding 2 years
More than 2 years but not
- - - - 8,486.50 4,243.25 50.00 4,243.25
exceeding 3 years
More than 3 years 463,424.48 463,424.48 100.00 - 460,877.98 460,877.98 100.00 -
Total 18,205,610.78 1,194,629.70 6.56 17,010,981.08 3,094,402.45 475,906.84 15.38 2,618,495.61
(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 575,906.84 731,205.22 12,482.36 - - 1,294,629.70
- 44 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
(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 7,216,846.26 4,789,080.04
Deposits 4,021,619.49 4,469,460.16
Others 16,704,032.96 6,226,115.08
Total 27,942,498.71 15,484,655.28
(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
Dongguan Finance Amount to be prepaid 14,469,500.00 Within one year 51.78 723,475.00
China Merchants Bonded
Temporary payments from
Logistics Co., Ltd 2,437,813.73 Within one year 8.73 -
related parties
("CMBL")
Finance Department of
Deposits and guarantee 1,600,000.00 more than 3 years 5.73 -
Ministry of Transport
Shenzhen Mawan Port Co., Temporary payments from
1,366,290.52 Within one year 4.89 -
Ltd. ("SMP") related parties
China Nanshan More than 2 year but
Development (Group) Temporary payments from not exceeding 3 years
1,054,300.09 3.77 -
Incorporation ("Nanshan related parties and more than 3
Group") years
Total 20,927,904.34 74.90 723,475.00
8. Inventories
(1) Categories of inventories
Unit: RMB
2016 2015
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 15,138,488.70 972,744.93 14,165,743.77 17,569,310.18 972,744.93 16,596,565.25
Fuel 605,666.32 - 605,666.32 703,742.41 - 703,742.41
Total 15,744,155.02 972,744.93 14,771,410.09 18,273,052.59 972,744.93 17,300,307.66
(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
- 45 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
9、Other current assets
Unit: RMB
Item Closing balance Opening balance
Added-value tax to be certified and deducted 16,832,212.36 12,889,208.71
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-saleequity
25,587,500.00 3,128,300.00 22,459,200.00 25,787,500.00 3,128,300.00 22,659,200.00
instruments
Measured at fair value 8,550,000.00 - 8,550,000.00 8,750,000.00 - 8,750,000.00
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 25,587,500.00 3,128,300.00 22,459,200.00 25,787,500.00 3,128,300.00 22,659,200.00
(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 8,550,000.00
Accumulated amount of changes in fair value included in the other
7,430,000.00
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 Co., 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 Industry
3,500,000.00 - - 3,500,000.00 3,117,800.00 - - 3,117,800.00 0.26 -
(Group) Co., Ltd
Guangdong Guang Jian Group Co., Ltd 27,500.00 - - 27,500.00 10,500.00 - - 10,500.00 0.02 -
Ocean Shipping Agency 13,510,000.00 - - 13,510,000.00 - - - - 15.00 5,892,187.85
Total 17,037,500.00 - - 17,037,500.00 3,128,300.00 - - 3,128,300.00 5,892,187.85
Note: The available-for-sale financial assets measured at cost are equity investments of Shenzhen
Petro-chemical Industry (Group) Co., Ltd, Guangdong Guang Jian Group Co., Ltd and
Ocean Shipping Agency. 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.
- 46 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
10. Available-for-sale financial assets - continued
(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
- 47 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
11. Long-term equity investments
Unit: RMB
Changes
Investment profit or Reconciling items from Cash dividends or Closing value
Accounting 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
COHA (Laizhou) (Note 1) Equity method 749,655,300.00 770,930,325.06 - - 60,183,170.19 - - 36,132,189.03 - - 794,981,306.22 -
II. Associates
China Merchants Holdings (International) Information Technology Co.,
Equity method 1,875,000.00 12,833,857.95 - - 1,761,382.97 - - - - - 14,595,240.92 -
Ltd
CMBL Equity method 280,000,000.00 326,663,063.66 - - 11,353,161.00 - 1,915,642.10 - - - 339,931,866.76 -
Media Port Investments Limited("MPIL") (Note 2) Equity method 139,932.00 336,597,728.49 - - 40,893,973.41 - - 36,572,459.27 - - 340,919,242.63 -
Subtotal 282,014,932.00 676,094,650.10 - - 54,008,517.38 - 1,915,642.10 36,572,459.27 - - 695,446,350.31 -
Total 1,031,670,232.00 1,447,024,975.16 - - 114,191,687.57 - 1,915,642.10 72,704,648.30 - - 1,490,427,656.53 -
Note 1: The Company holds 40% equity interests in 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 Port Holdings Co., Ltd (the "CMPH", formerly known as China Merchants Holdings
(International)Co., Ltd.) and Shenzhen South Oil (Group) Co., Ltd (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, CMPH and the Group
will jointly set up 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.
- 48 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 47,138,271.09 - 3,559,012.95 43,579,258.14
1. Buildings 17,054,506.09 - 2,107,378.79 14,947,127.30
2. Land use right 30,083,765.00 - 1,451,634.16 28,632,130.84
II. Total accumulated depreciation and
20,390,475.71 913,968.27 1,372,099.61 19,932,344.37
amortization
1. Buildings 5,755,252.68 373,882.42 665,637.70 5,463,497.40
2. Land use right 14,635,223.03 540,085.85 706,461.91 14,468,846.97
III. Total net book value of investment
26,747,795.38 23,646,913.77
property
1. Buildings 11,299,253.41 9,483,629.90
2. Land use right 15,448,541.97 14,163,283.87
IV. Total accumulated amount of
provision for impairment losses of - - - -
investment property
1. Buildings - - - -
2. Land use right - - - -
V. Total carrying value of investment
26,747,795.38 23,646,913.77
property
1. Buildings 11,299,253.41 9,483,629.90
2. Land use right 15,448,541.97 14,163,283.87
Note: Depreciation and amortization for the current period is RMB913,968.27.
(2) Investment properties without ownership certificates
As of 31 December 2016, 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
RMB20,450,499.62 (original carrying amount: RMB40,030,725.05 ), 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.
- 49 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 5,521,417,273.83 23,612,201.79 39,185,788.93 5,505,843,686.69
Including: Port and terminal facilities 1,991,233,464.06 1,800,349.95 1,162,333.57 1,991,871,480.44
Container yards and buildings 1,062,056,772.68 4,412,881.96 3,412,410.92 1,063,057,243.72
Mechanical equipment 2,070,831,567.49 4,623,306.58 16,359,680.34 2,059,095,193.73
Motor vehicles, cargo ships and
286,170,237.48 1,993,298.44 12,153,425.31 276,010,110.61
tugboats
Other equipment 111,125,232.12 10,782,364.86 6,097,938.79 115,809,658.19
II. Total accumulated depreciation 2,250,816,840.79 193,934,050.36 33,140,515.96 2,411,610,375.19
Including: Port and terminal facilities 436,187,670.38 41,528,539.90 713,844.57 477,002,365.71
Container yards and buildings 260,763,251.13 25,294,663.09 3,029,785.70 283,028,128.52
Mechanical equipment 1,317,849,657.09 104,582,463.46 13,005,264.44 1,409,426,856.11
Motor vehicles, cargo ships and
153,286,793.39 13,857,145.76 10,917,922.67 156,226,016.48
tugboats
Other equipment 82,729,468.80 8,671,238.15 5,473,698.58 85,927,008.37
III. Total net book value of fixed assets 3,270,600,433.04 3,094,233,311.50
Including: Port and terminal facilities 1,555,045,793.68 1,514,869,114.73
Container yards and buildings 801,293,521.55 780,029,115.20
Mechanical equipment 752,981,910.40 649,668,337.62
Motor vehicles, cargo ships and
132,883,444.09 119,784,094.13
tugboats
Other equipment 28,395,763.32 29,882,649.82
IV. Total provision for impairment losses 57,419,468.96 - - 57,419,468.96
Including: Port and terminal facilities 4,261,599.48 - - 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 3,213,180,964.08 3,036,813,842.54
Including: Port and terminal facilities 1,550,784,194.20 1,510,607,515.25
Container yards and buildings 748,135,652.07 726,871,245.72
Mechanical equipment 752,981,910.40 649,668,337.62
Motor vehicles, cargo ships and
132,883,444.09 119,784,094.13
tugboats
Other equipment 28,395,763.32 29,882,649.82
Note 1: The increase of total original carrying amount for current period consists of new
acquisition of RMB9,545,285.40, an increase of RMB2,107,378.79 transferred from
investment properties,and an increase of RMB11,959,537.60 transferred from
construction in progress. The decrease of total original carrying amount for current period
consists of a decrease of RMB38,156,374.39 resulting from disposal of fixed assets.
- 50 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 RMB192,493,319.57. The decrease in accumulated depreciation for
current period consists of a decrease of RMB32,976,198.14 resulting from disposal of
fixed assets .
Note 3: As of 31 December 2016, the Group has no fixed assets that used as collateral.
Note 4: As of 31 December 2016, the certificates of title for the Group's buildings with a net book
value of RMB319,611,656.91 (total original carrying amount: RMB 442,079,399.52)
have not yet been obtained. For buildings located within the scope of Chiwan watershed
with net book value of RMB30,782,553.50 (original carrying amount:
RMB118,989,052.62), 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 in use at
668,051,469.23
31 December 2016
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 in the current year 38,156,374.39
Net book value of fixed assets disposed or retired in the current year 5,180,176.25
Gains or losses on disposal or retire of fixed assets (2,544,833.30)
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
Bulk grain warehouses Phase
123,199,182.41 - 123,199,182.41 2,526,814.00 - 2,526,814.00
II,Machong Port
Technological transformation of
20,061,782.13 - 20,061,782.13 1,447,719.40 - 1,447,719.40
Berth 7# , Chiwan Port
Relavent construction work of
50.86 meters coastline, Machong 5,130,743.15 - 5,130,743.15 5,098,856.36 - 5,098,856.36
Port
Supporting equipment & facilities
renovation project, Chiwan Port 2,051,117.23 - 2,051,117.23 4,802,731.27 - 4,802,731.27
terminal
Others 14,161,533.39 - 14,161,533.39 8,345,963.75 - 8,345,963.75
Total 164,604,358.31 - 164,604,358.31 22,222,084.78 - 22,222,084.78
- 51 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 construction accumulated capitalised rate for the
Budget Opening Increase in the and intangible Decrease in the investment in Constructi capitalised interest for the currentperiod
Item amount balance current period assets current period Closing balance budget on progress interest current period (%) Capital source
Self-
Bulk grain warehouses Phase II,
320,000,000.00 2,526,814.00 120,672,368.41 - - 123,199,182.41 38.50 38.50 107,179.17 107,179.17 4.35 fundingandl
Machong Port
oan
Technological transformation of
29,500,000.00 1,447,719.40 18,614,062.73 - - 20,061,782.13 68.01 68.01 - - - Self-funding
Berth 7# , Chiwan Port
Relavent construction work of
50.86 meters coastline, Machong 36,000,000.00 5,098,856.36 31,886.79 - - 5,130,743.15 14.25 14.25 - - - Self-funding
Port
Supporting equipment & facilities
renovation project, Chiwan Port 40,783,220.17 4,802,731.27 319,846.60 2,447,615.05 623,845.59 2,051,117.23 12.56 12.56 - - - Self-funding
terminal
Others 788,274,449.17 8,345,963.75 15,802,835.51 9,511,922.55 475,343.32 14,161,533.39 3.06 3.06 - - - Self-funding
Total 1,214,557,669.34 22,222,084.78 155,441,000.04 11,959,537.60 1,099,188.91 164,604,358.31 107,179.17 107,179.17
- 52 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 1,603,264,701.83 2,631,696.88 1,186,210.60 1,604,710,188.11
Land use rights - prepaid under lease (Note 3) 1,198,990,903.76 1,451,634.16(Note1) 174,964.92 1,200,267,573.00
Land use rights - prepaid under investment (Note 3) 122,623,476.00 - - 122,623,476.00
Land use rights - purchased 116,702,512.59 - - 116,702,512.59
Computer software 32,061,672.48 1,180,062.72 65,258.68 33,176,476.52
Sea area use rights 72,886,137.00 - 945,987.00 71,940,150.00
Coast line use rights 60,000,000.00 - - 60,000,000.00
II. Total accumulated amortization 556,368,079.85 38,760,867.85(Note2) 1,186,210.60 593,942,737.10
Land use rights - prepaid under lease (Note 3) 459,820,965.73 29,086,432.28 174,964.92 488,732,433.09
Land use rights - prepaid under investment (Note 3) 57,428,661.26 2,452,469.52 - 59,881,130.78
Land use rights - purchased 6,475,618.84 2,386,226.16 - 8,861,845.00
Computer software 22,130,915.57 2,023,935.20 65,258.68 24,089,592.09
Sea area use rights 9,355,651.15 1,424,283.93 945,987.00 9,833,948.08
Coast line use rights 1,156,267.30 1,387,520.76 - 2,543,788.06
III. Total net carrying amount of intangible assets 1,046,896,621.98 1,010,767,451.01
Land use rights - prepaid under lease (Note 3) 739,169,938.03 711,535,139.91
Land use rights - prepaid under investment (Note 3) 65,194,814.74 62,742,345.22
Land use rights - purchased 110,226,893.75 107,840,667.59
Computer software 9,930,756.91 9,086,884.43
Sea area use rights 63,530,485.85 62,106,201.92
Coast line use rights 58,843,732.70 57,456,211.94
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 1,046,896,621.98 1,010,767,451.01
Land use rights - prepaid under lease (Note 3) 739,169,938.03 711,535,139.91
Land use rights - prepaid under investment (Note 3) 65,194,814.74 62,742,345.22
Land use rights - purchased 110,226,893.75 107,840,667.59
Computer software 9,930,756.91 9,086,884.43
Sea area use rights 63,530,485.85 62,106,201.92
Coast line use rights 58,843,732.70 57,456,211.94
Note 1:It is transferred from investment properties.
Note 2:The amortization for the current period is RMB37,673,273.86.
Note 3: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.
- 53 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
15. Intangible assets - continued
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 2016, long-term lease agreements for land use rights of 146,613.00
square meters with total original carrying amount of RMB99,495,264.16 mentioned above
have expired.
16. Goodwill
Unit: RMB
Increase for the Decrease for the
Investee Opening balance current period current period Closing balance
CCT 10,858,898.17 - - 10,858,898.17
Note: The goodwill arose from the acquisition of the minority interests in CCT 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 CCT. 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 CCT.
- 54 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
17. Long-term prepaid expenses
Unit: RMB
Residual
useful
Item Opening balance Increase Amortization Other decreases Closing balance Original Cost life
Construction expenditure of
56,946,077.44 - 2,056,904.40 - 54,889,173.04 71,991,655.56 27years
Tonggu sea-route (Note )
Golf membership 295,732.53 - 27,712.34 212,716.59 55,303.60 2,028,316.60 1-6years
Total 57,241,809.97 - 2,084,616.74 212,716.59 54,944,476.64 74,019,972.16
Note: 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 Deferred tax Deductible temporary Deferred tax
Item differences assets differences assets
Deferred income 24,550,555.40 6,137,638.85 24,769,557.06 6,192,389.27
Organization costs 21,347,408.91 4,410,860.21 24,827,835.78 4,663,638.91
Provision for impairment losses of assets 5,947,568.77 1,294,075.11 1,256,892.70 199,181.44
Depreciation of fixed assets and amortization of
620,721.18 146,555.33 186,560.41 46,640.12
intangible assets
Others 1,303,115.87 232,628.97 959,082.56 172,471.08
Total 53,769,370.13 12,221,758.47 51,999,928.51 11,274,320.82
- 55 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 Deferred tax Taxable temporary Deferred tax
Item differences liabilities differences liabilities
Change in fair value of available-for- sale
7,430,000.00 1,857,500.00 7,630,000.00 1,907,500.00
financial assets
(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 - 12,221,758.47 - 11,274,320.82
Deferred tax liabilities - 1,857,500.00 - 1,907,500.00
(4) Details of unrecognized deferred tax assets
Unit: RMB
Item Closing balance Opening balance
Deductible temporary differences 102,828,757.97 109,232,919.91
Deductible losses 177,001,767.54 175,298,730.79
Total 279,830,525.51 284,531,650.70
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
2016 - 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 3,145,611.79
2021 18,588,991.86 -
Total 177,001,767.54 175,298,730.79
- 56 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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) 132,369,704.86 132,334,704.86
Note: In March and October 2006, November 2007 and September 2014, the Group 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 Group 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 - 141,610,178.37
21. Accounts payable
(1) Details of accounts payable
Unit: RMB
Item Closing balance Opening balance
Service 46,961,672.78 51,543,398.18
Material purchase 21,834,346.04 17,995,475.96
Rental 9,619,783.53 7,029,001.36
Construction 10,891,405.40 14,693,668.46
Equipment 137,389.35 192,294.70
Total 89,444,597.10 91,453,838.66
(2) There is no significant accounts payable agaed more than one year at the end of the year.
22. Receipts in advance
Unit: RMB
Item Closing balance Opening balance
Service fee receipt in advance 30,668,212.67 40,504,130.84
- 57 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
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 77,084,662.63 318,730,860.40 309,233,698.77 86,581,824.26
II. Post-employment benefits - defined
- 36,751,096.98 36,751,096.98 -
contribution plans
III. Termination benefits - 9,103,327.21 7,106,659.21 1,996,668.00
Total 77,084,662.63 364,585,284.59 353,091,454.96 88,578,492.26
(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
64,209,436.41 263,487,056.48 253,478,801.09 74,217,691.80
and subsidies
II. Staff welfare - 13,358,716.49 13,358,716.49 -
III. Social insurance charges 535.54 9,277,760.14 9,277,760.14 535.54
Including: Medical insurance - 7,598,900.22 7,598,900.22 -
Work injury insurance 535.54 788,754.81 788,754.81 535.54
Maternity insurance - 890,105.11 890,105.11 -
IV. Housing funds - 19,795,064.23 19,795,064.23 -
V. Labor union and employee education funds 12,874,690.68 5,775,765.79 6,286,859.55 12,363,596.92
VI. Others - 7,036,497.27 7,036,497.27 -
Total 77,084,662.63 318,730,860.40 309,233,698.77 86,581,824.26
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) - 25,784,070.95 25,784,070.95 -
II. Unemployment insurance (Note 1) - 412,603.16 412,603.16 -
III. Enterprise annuity plan (Note 2) - 10,554,422.87 10,554,422.87 -
Total - 36,751,096.98 36,751,096.98 -
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 ) of mothly basic salary , 0.8% (0.5% for staffs in Dongguan City) respectively to
such plans based on the minimum salary benchmark.
During the year, the Group is obliged to contribute RMB 25,784,070.95 and RMB
412,603.16 respectively to the social security contributions and the unemployment
insurance plan (2015: RMB 23,580,447.85 and RMB 694,705.15). As at 31 December
2016, the Group have no outstanding contributions to be paid to the social security
contributions and the unemployment insurance plan.
- 58 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
23. Employee benefits payable - continued
(3) Post-employement benefits - defined contribution plans - continued
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 16,077,966.04 97,647,283.26 93,723,979.07 20,001,270.23
Withholding tax (Note) 26,779,214.63 2,265,005.57 7,755,922.87 21,288,297.33
Business tax 187,545.59 1,225,050.81 1,412,596.40 -
VAT 1,957,048.39 24,400,240.70 22,884,726.70 3,472,562.39
Others 3,132,828.09 28,368,009.15 27,758,137.39 3,742,699.85
Total 48,134,602.74 153,905,589.49 153,535,362.43 48,504,829.80
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 (Hong
Kong) Limited located in Hong Kong.
25. Interest payable
Unit: RMB
Item Closing balance Opening balance
Mid-term bill interest 1,952,876.72 -
Short-term financing bonds interest 614,383.56 12,687,267.77
Short-term borrowings interest - 79,146.51
Corporate bonds interest - 5,753,424.65
Total 2,567,260.28 18,519,838.93
26. Dividends payable
Unit: RMB
Item Closing balance Opening balance
Ordinary share dividends - 88,715,008.17
Including: Payable to International Enterprise Co., Ltd. - 50,466,621.41
Payable to Hidoney Developments Co., Ltd. ("Hidoney") - 38,248,386.76
- 59 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
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 37,664,828.31 40,593,200.80
Temporary receipts 11,011,631.18 13,871,671.22
Security expense payable 7,942,731.71 4,584,940.63
Deposits received 4,424,738.15 5,903,230.85
Others 13,546,464.74 11,760,880.32
Total 74,590,394.09 76,713,923.82
(2) There is no significant other payables ageing more than one year.
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
29.Other current liabilities
(1) Short-term bonds payable
Unit: RMB
Item Closing balance Opening balance
Short-term bonds payable 250,000,000.00 500,000,000.00
(2) Changes of 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
15 Chiwan port CP001(Note1) 300,000,000.00 10/04/2015 366days 300,000,000.00 300,000,000.00 - 4,136,885.24 - 300,000,000.00 -
15 Chiwan port SCP003(Note2) 200,000,000.00 08/09/2015 268days 200,000,000.00 200,000,000.00 - 2,913,661.20 - 200,000,000.00 -
16 Chiwan port SCP001(Note2) 150,000,000.00 19/07/2016 150days 150,000,000.00 - 150,000,000.00 1,726,027.40 - 150,000,000.00 -
16 Chiwan port SCP002(Note2) 150,000,000.00 11/10/2016 70days 150,000,000.00 - 150,000,000.00 805,479.45 - 150,000,000.00 -
16 Chiwan port SCP003(Note2) 250,000,000.00 07/12/2016 180days 250,000,000.00 - 250,000,000.00 614,383.56 - - 250,000,000.00
Total 1,050,000,000.00 1,050,000,000.00 500,000,000.00 550,000,000.00 10,196,436.85 - 800,000,000.00 250,000,000.00
Note1: According to the Notice of Registration Acceptance (filed as Zhong Shi Xie Zhu [2013]
No. CP171) issued by China's Interbank Market Dealers Association received by the
Company on 7 May 2013, the Association approved the Company's short-term financing
registration of RMB 1.6 billion in total.
Note2: According to the Notice of Registration Acceptance (filed as Zhong Shi Xie Zhu [2015]
No. SCP121) issued by China's Interbank Market Dealers Association received by the
Company on 5 June 2015, the Association approved the Company's short-term financing
registration of RMB 1.6 billion in total.
- 60 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
30. Bonds payable
(1) Bonds payable
Unit: RMB
Item Closing balance Opening balance
Corporate bonds 298,331,506.85 497,764,383.59
(2) Changes of bonds payable:
Unit: RMB
Amount issued Interest accrued Discount or
Term of the Opening in the current at par during the premium Repayment in
Name of bonds Face value Date of issue bond Amount of issue balance year year amortization the current year closing balance
13 ChiWan 01
100.00 18/10/2013 5 years 500,000,000.00 497,764,383.59 - 22,246,575.35 2,235,616.41 500,000,000.00 -
(Note 1)
Chiwan Wharf
100.00 11/10/2016 3 years 300,000,000.00 - 300,000,000.00 1,952,876.72 (1,668,493.15) - 298,331,506.85
MTN001(Note 2)
Total 800,000,000.00 497,764,383.59 300,000,000.00 24,199,452.07 567,123.26 500,000,000.00 298,331,506.85
Note 1: On 25 November 2011, the Company received the Approval from China Securities
Regulatory Commission(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 which was
redempted at full amount on 27 April 2015.
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.
- 61 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
30. Bonds payable - continued
(2) Changes of bonds payable: - continued
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 2013 which was reviewed and passed at the sixth session of the eighth
Board of Directors held on 24 June 2016, the Company decided to excercise the
redemption option for corporate bonds (term I) issued by the Company in 2013.
Therefore, the “13 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 end 17
Octorber 2016, the date appointed in the bond prospectus.
Note 2: According to the Notice of Registration Acceptance (filed as Zhong Shi Xie Zhu [2016]
MTN No. 325) issued by the China's Interbank Market Dealers Association received by
the Company on 6 August 2016. The Company is entitled to issue mid-term bills no more
than RMB 800,000,000 with an effective period of 2 years.
31. Special payables
Unit: RMB
Item Opening balance Increase Decrease Closing Balance Reason
Refunds of Harbor Construction Fee 34,990,596.50 - 663,736.06 34,326,860.44 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 67,063,782.62 3,535,240.18 5,985,702.92 64,613,319.88
Including: Berth priority right 38,067,281.42 2,535,240.18 4,966,056.92 35,636,464.68 Note1
Government grants related to
28,996,501.20 1,000,000.00 1,019,646.00 28,976,855.20 Note2
assets
Total 67,063,782.62 3,535,240.18 5,985,702.92 64,613,319.88
Less: Non-current liabilities due within
5,306,254.17 -
one year
Including: Berth priority right 4,707,860.00 -
Government grants related to
598,394.17 -
assets
Deferred income 61,757,528.45 64,613,319.88
- 62 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
32. Deferred income - continued
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 Ministry of Finance, Ministry of Technology and Sicence,
Ministry of Industry and Information, National Development and Reform Commission's
Notice on Financial Support to Application of New Energy Vehicles from 2016 to 2020
(Cai Jian [2015]No.134).The government grants shall be amortized on the straight-line
basis over the useful life of the related assets.
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
23,360,000.54 - 166,956.48 - 23,193,044.06 Relatedtoassets
logistics project
Special funds for development
1,409,557.00 - 52,045.20 - 1,357,511.80 Relatedtoassets
of modern service guide
Special funds for energy-
saving and emission reduction 2,130,000.00 - 360,000.00 - 1,770,000.00 Relatedtoassets
of transportation
Reward for energy saving 2,006,666.66 - 200,000.04 - 1,806,666.62 Relatedtoassets
Green carbon harbor thematic
projects subsidy granted by 90,277.00 - 23,977.60 - 66,299.40 Relatedtoassets
central government
Subsidy for electric buses - 1,000,000.00 216,666.68 - 783,333.32 Relatedtoassets
Total 28,996,501.20 1,000,000.00 1,019,646.00 - 28,976,855.20
- 63 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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
2016:
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person shares - - - - - - -
3. Other domestic shares 431,094.00 - - - (125,994.00) (125,994.00) 305,100.00
4. Other foreign shares - - - - - - -
Total restricted tradable shares 431,094.00 - - - (125,994.00) (125,994.00) 305,100.00
II. Non-restricted tradable shares
1. Ordinary shares denominated in
464,866,999.00 - - - (949.00) (949.00) 464,866,050.00
RMB
2. Foreign capital shares listed
179,465,637.00 - - - 126,943.00 126,943.00 179,592,580.00
domestically
3. Foreign capital shares listed
- - - - - - -
overseas
4. Others - - - - - - -
Total non-restricted tradable shares 644,332,636.00 - - - 125,994.00 125,994.00 644,458,630.00
III. Total shares 644,763,730.00 - - - - - 644,763,730.00
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 in
464,867,324.00 - - - (325.00) (325.00) 464,866,999.00
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 shares 644,396,329.00 - - - (63,693.00) (63,693.00) 644,332,636.00
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 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
34. Capital reserve
Unit: RMB
Items Opening balance Increase Decrease Closing balance
2016:
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 2,004,656.15 1,915,642.10 - 3,920,298.25
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 4,785,789.15 1,915,642.10(Note) - 6,701,431.25
Total 165,564,739.15 1,915,642.10 - 167,480,381.25
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 previous
(2,781,133.00) - - (2,781,133.00)
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
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 2016
(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
2016
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
(7,889,646.43) (200,000.00) - (50,000.00) (150,000.00) - (8,039,646.43)
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
5,722,500.00 (200,000.00) - (50,000.00) (150,000.00) - 5,572,500.00
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 (7,889,646.43) (200,000.00) - (50,000.00) (150,000.00) - (8,039,646.43)
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)
36. Special reserve
Unit: RMB
Item Opening balance Increase Decrease Closing balance
2016:
Production safety fee 3,719,755.58 19,844,261.39 19,418,251.32 4,145,765.65
2015:
Production safety fee 2,219,777.52 15,469,088.96 13,969,110.90 3,719,755.58
- 66 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Surplus reserve
Unit: RMB
Item Opening balance Increase Decrease Closing balance
2016:
Statutory surplus reserve 520,074,434.56 - - 520,074,434.56
2015:
Statutory surplus reserve 520,074,434.56 - - 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
2016:
Before adjustment: Unappropriated profit at the end of prior year 3,113,367,524.19
Adjustment: Total unappropriated profit at the beginning of year -
After adjustment: Unappropriated profit at the beginning of year 3,113,367,524.19
Add: Net profit attributable to shareholders of the Company for the
532,376,492.97
year
Less: Appropriation to statutory surplus reserve - Note1
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 264,353,129.30 Note2
Ordinary shares' dividends converted into share capital -
Unappropriated profit at the end of the year 3,381,390,887.86
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 of the Company for the
527,751,492.42
year
Less: Appropriation to statutory surplus reserve -
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 208,903,448.52
Ordinary shares' dividends converted into share capital -
Unappropriated profit at the end of the year 3,113,367,524.19
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 2016
(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 06 June 2016, on the basis of
644,763,730 issued shares for the year ended 31 December 2015, dividends of
RMB4.10(tax included) for every 10 shares were distributed to all shareholders, which
amounted to RMB 264,353,129.30.
Note 3: Profit distribution decided after the balance sheet date
【According to the profit appropriation proposal made at the fifth session of the eighth
Board of Directors held on 24 March 2017, on the basis of 644,763,730 issued shares as
at 31 December 2016, cash dividends of RMB 319,802,810.08 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 2016, the balance of the Group's unappropriated profit included
appropriation to surplus reserve made by subsidiaries amounting to RMB587,698,230.64
(31 December 2015: RMB575,268,020.18).
39. Operating income and operating costs
Unit: RMB
2016 2015
Item Income Cost Income Cost
Principal operating 1,884,909,361.46 1,047,677,751.98 1,840,788,324.86 1,000,163,255.99
Other operating 20,197,778.96 2,788,128.53 31,820,271.30 2,552,653.06
Total 1,905,107,140.42 1,050,465,880.51 1,872,608,596.16 1,002,715,909.05
40. Business taxes and levies
Unit: RMB
Item 2016 2015
Proprty tax 4,266,897.33 -
City construction and maintenance tax 1,462,163.29 1,800,731.44
Business tax 1,225,050.81 3,802,842.35
Education surcharges 1,195,938.07 1,397,337.57
Others 2,622,182.84 551,670.30
Total 10,772,232.34 7,552,581.66
41. Administrative expenses
Unit: RMB
Item 2016 2015
Employee benefits 137,429,131.62 124,464,078.55
Depreciation expenses 3,136,175.98 2,899,129.23
Amortization of intangible assets 863,800.76 959,630.77
Taxes 5,733.66 6,920,658.40
Others 33,086,442.00 40,401,409.76
Total 174,521,284.02 175,644,906.71
- 68 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
42. Financial expenses
Unit: RMB
Item 2016 2015
Interest expense 34,896,767.00 64,226,460.89
Less: Capitalized interest expenses 107,179.17 212,638.15
Less: Interest income 5,554,585.47 5,227,584.31
Exchange differences (15,725,987.44) (4,002,853.28)
Others 3,513,600.55 4,717,455.41
Total 17,022,615.47 59,500,840.56
43. Impairment losses of assets
Unit: RMB
Item 2016 2015
I. Bad debt losses 4,689,573.88 (89,469.40)
II. Write-down of inventories - -
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 4,689,573.88 (89,469.40)
44. Investment income
(1) Details of investment income
Unit: RMB
2016 2015
Long-term equity investments income under equity method 114,191,687.57 95,337,543.13
Investment income on disposal of long-term equity investments - 1,878,969.73
Investment income on available-for-sale financial assets 6,292,187.85 3,601,220.00
Total 120,483,875.42 100,817,732.86
(2) Details of long-term equity investments income under equity method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2016 2015 compared to the prior period
MPIL 40,893,973.41 36,808,965.97 Net profit of investee fluctuates.
COHA (Laizhou) 60,183,170.19 40,102,679.54 Net profit of investee fluctuates.
CMBL 11,353,161.00 11,714,735.38 Net profit of investee fluctuates.
China Development Finance Co., Ltd("CDFC") - 5,753,310.96 Disposed of last year.
China Merchants Holdings (International )
1,761,382.97 957,851.28 Net profit of investee fluctuates.
Information Technology Co.,Ltd
Total 114,191,687.57 95,337,543.13
- 69 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 current
Item 2016 2015 period
Government grants 1,046,444.12 934,144.81 1,046,444.12
Gains on disposal of non-current assets 325,644.31 460,800.55 325,644.31
Including: Gains on disposal of fixed assets 144,996.31 138,896.35 144,996.31
Income from insurance compensation 1,421,480.12 - 1,421,480.12
Others 2,902,015.25 2,105,374.50 2,902,015.25
Total 5,695,583.80 3,500,319.86 5,695,583.80
(2) Government grants
Unit: RMB
Related to
assets/Related to
Item 2016 2015 income
Special funds for energy-saving and emission reduction
360,000.00 443,333.34 Related to assets
of transportation
Subsidy for electric buses 216,666.68 - Related to assets
Reward for energy saving 200,000.04 50,000.00 Related to assets
Special funds for modern logistics project 166,956.48 166,956.42 Related to assets
Special funds for development of modern service 52,045.20 50,557.08 Related to assets
Green carbon harbor thematic projects subsidy granted
23,977.60 153,623.00 Related to assets
by central government
Post subsidies for social security purpose 6,798.12 - Related to income
Government grant for new energy vehicles 20,000.00 - Related to income
Financial support funds of business tax
- 69,674.97 Related to income
converted to VAT
Total 1,046,444.12 934,144.81
46. Non-operating expenses
Unit: RMB
Amount recognized as
non-recurring gain and
loss in the current
Item 2016 2015 period
Total losses on disposal of non-current assets 2,794,529.60 3,087,832.34 2,794,529.60
Including: Losses on disposal of fixed assets 2,689,829.61 3,087,832.34 2,689,829.61
Donations contributed 4,136.48 25,000.00 4,136.48
Amercement outlay 7,882.00 29,283.10 7,882.00
Others 349,777.84 432,470.82 349,777.84
Total 3,156,325.92 3,574,586.26 3,156,325.92
- 70 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
47. Income tax expenses
Unit: RMB
Item 2016 2015
Current tax expense 101,756,421.43 59,642,096.53
Deferred income tax (947,437.65) 15,667,538.90
Total 100,808,983.78 75,309,635.43
Reconciliation of income tax expenses to the accounting profit is as follows:
Unit: RMB
Item 2016 2015
Accounting profit 770,658,687.50 728,027,294.04
Income tax expenses calculated at 25% (the prior year: 25 %) 192,664,671.88 182,006,823.51
Effect of expenses that are not deductible for tax purposes 685,072.77 1,285,532.56
Effect of tax-free income (29,238,273.30) (22,690,590.01)
Effect of unrecognized deductible losses and deductible temporary
3,200,218.92 11,127,264.72
differences for tax purposes
Effect of different tax rates of subsidiaries operating in other jurisdictions (126,475.90) (43,101.79)
Effect of tax preference policy (68,128,374.42) (97,170,907.89)
Withholding income tax (Note) 4,109,138.17 2,656,001.37
Effect of previous unrecognized deductible temporary differences of
- (1,606,934.60)
deferred income tax
Previous years income tax refund (22,956.92) 44,720.38
Tax adjustments result in changes in the opening deferred tax assets /
(614,573.30) (299,172.82)
liabilities balance
Tax effect of additional deductions of research and development expenses (1,719,464.12) -
Income tax expenses 100,808,983.78 75,309,635.43
Note: Withholding income tax was accrued at the rate of 5% or 10% for dividend payable to
Chiwan Wharf Holdings (Hong Kong) Limited, declared by those PRC subsidiaries of
which Chiwan Wharf Holdings (Hong Kong) Limited is a shareholder.
48. Other comprehensive income
Please refer to Note (V) 35.
49. Borrowing cost
Unit: RMB
2016 2015
Amount of borrowing Amount of borrowing
costs capitalized Capitalization costs capitalized Capitalizatio
Item during the year rate during the year nrate
Construction in progress 107,179.17 4.35% 212,638.15 4.83%
Borrowing costs capitalized during the
107,179.17 212,638.15
year
Borrowing costs recognized in profit or
34,789,587.83 64,013,822.74
loss during the year
Total of borrowing costs during the year 34,896,767.00 64,226,460.89
- 71 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 2016 2015
Interest income 5,715,403.68 5,338,024.76
Government grants 1,038,698.12 17,903,574.97
Insurance indemnity 741,344.92 302,383.43
Refunds of harbor construction fee 151,912.85 295,689.33
Tonggu sea-route expenses - 14,863,366.67
Refunds of river channel occupation fee - 12,175,000.00
Others 15,235,786.06 20,332,741.26
Total 22,883,145.63 71,210,780.42
(2) Other cash payments relating to operating activities
Unit: RMB
Item 2016 2015
Port expenses 10,418,259.98 10,025,373.33
River channel occupation fee 14,469,500.00 -
Port administration fee 5,178,148.40 -
Port construction fee 4,022,151.67 7,729,024.34
Office expenses & utilities 3,606,966.88 4,524,794.54
Consulting & auditing 3,352,281.61 3,990,837.59
Entertainment 2,565,851.48 3,705,397.30
Verhicles 2,062,078.92 3,192,347.97
Property insurance 2,716,404.91 2,184,157.68
Travel & accommodation 1,216,221.72 1,603,128.66
Others 45,423,751.44 21,815,532.41
Total 95,031,617.01 58,770,593.82
(3) Other cash payments relating to financing activities
Unit: RMB
Item 2016 2015
Debt issue costs 2,702,654.14 1,750,344.61
- 72 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(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 2016 2015
1. Reconciliation of net profit to cash flows from operating activities:
Net profit 669,849,703.72 652,717,658.61
Add: Provision for impairment losses of assets 4,689,573.88 (89,469.40)
Depreciation of fixed assets 192,493,319.57 197,385,401.36
Depreciation and amortization of investment property 913,968.27 1,178,498.38
Amortization of intangible assets 37,673,273.86 39,465,290.29
Amortization of long-term prepaid expenses 2,084,616.74 2,538,135.88
Losses on disposal of fixed assets , intangible assets and other
2,468,885.29 2,627,031.79
long-term assets
Financial expenses 24,170,073.30 56,006,812.00
Losses (gains) arising from investments (120,483,875.42) (100,817,732.86)
Decrease(Increase) in deferred tax assets (947,437.65) 15,667,538.90
Decrease(Increase) in inventories 2,528,897.57 1,789,860.95
Decrease(Increase) in operating receivables 4,343,445.89 42,943,949.50
Increase(Decrease) in operating payables 7,970,459.09 66,437,762.05
Net cash flows from operating activities 827,754,904.11 977,850,737.45
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 426,036,702.87 683,138,123.66
Less: Opening balance of cash 683,138,123.66 468,635,486.47
Add: Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase(Decrease) in cash and cash equivalents (257,101,420.79) 214,502,637.19
(2) Composition of cash and cash equivalents
Unit: RMB
Item Closing balance Opening balance
I. Cash 426,036,702.87 683,138,123.66
Including: Cash on hand 28,943.84 28,647.92
Bank deposits 425,934,063.55 682,656,283.17
Other monetary funds 73,695.48 453,192.57
II. Cash equivalents - -
III. Closing balance of cash and cash equivalents 426,036,702.87 683,138,123.66
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 2016
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
53. Foreign currency monetary items
Unit: RMB
Closing balance of Closing amount in
Item original currency Exchangerate RMB
Cash and bank balances 200,776,163.48
Including: HKD 28,551,257.87 0.8945 25,539,100.17
USD 25,261,217.14 6.9370 175,237,063.31
Interest Receivable
Including: HKD
Accounts Receivable 26,385,131.19
Including: HKD 7,924,872.79 0.8945 7,088,798.71
USD 2,781,653.81 6.9370 19,296,332.48
Other Receivables 209,128.46
Including: HKD 150,446.55 0.8945 134,574.44
USD 10,747.30 6.9370 74,554.02
Accounts Payable 2,418,046.35
Including: HKD 2,703,237.95 0.8945 2,418,046.35
Other Payables (234,704.00)
Including: HKD 112,966.50 0.8945 101,048.53
USD (48,400.25) 6.9370 (335,752.53)
- 74 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(VI) 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 Co., Ltd services investment
Chiwan Wharf Holdings (Hong Kong) Established through
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
Limited investment
Logistics support Established through
DGW Dongguan, PRC Dongguan, PRC 45,000.00 382,500,000.00 - 85.00 - 85.00 Y
services investment
Logistics support Established through
DGT Dongguan, PRC Dongguan, PRC 40,000.00 400,000,000.00 - 100.00 - 100.00 Y
services investment
Established through
Hinwin Development 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
Logistics support
CHCC Shenzhen, PRC Shenzhen, PRC 28,820.00 250,920,000.00 - 100.00 - 100.00 Y enterprises under
services
common control
Combination involving
Shenzhen Chiwan Transportation Co., Logistics support
Shenzhen, PRC Shenzhen, PRC 1,500.00 7,000,000.00 - 100.00 - 100.00 Y enterprises under
Ltd services
common control
Combination involving
Logistics support
CCT 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
Logistics support
Shenzhen Chiwan Tugboat Co., Ltd Shenzhen, PRC Shenzhen, PRC 2,400.00 24,000,000.00 - 100.00 - 100.00 Y enterprises under
services
common control
Combination involving
Logistics support
Chiwan Shipping (Hong Kong) Limited 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 2016
(VI) 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
2016
DGW 15% 8,269,117.04 - 115,005,875.45
CCT 45% 129,204,093.71 95,677,829.00 812,172,308.08
Total 137,473,210.75 95,677,829.00 927,178,183.53
2015
DGW 15% 10,596,767.69 - 106,741,678.70
CCT 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
(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
DGW 27,675,293.15 1,027,159,564.62 1,054,834,857.77 277,814,404.40 24,550,555.38 302,364,959.78 46,975,372.45 942,043,889.38 989,019,261.83 267,093,453.40 24,550,555.38 291,644,008.78
CCT 389,403,217.21 1,575,821,422.22 1,965,224,639.43 87,814,329.79 72,582,958.32 160,397,288.11 362,104,228.94 1,670,433,420.63 2,032,537,649.57 444,644,188.60 70,186,317.91 514,830,506.51
Unit: RMB
2016 2015
Total comprehensive Cash flows from Total comprehensive Cash flows from
Name of the subsidiary Operating income Net profit income operating activities Operating income Net profit income operating activities
DGW 257,657,559.13 55,127,446.88 55,127,446.88 131,145,552.45 278,723,570.73 70,645,117.94 70,645,117.94 100,572,060.08
CCT 780,248,364.76 287,120,208.26 287,120,208.26 387,145,173.82 758,255,475.19 254,154,218.89 254,154,218.89 435,838,006.25
(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 2016
(VI) 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 2016 2015 2016 2015 associates
Warehousing
COHA (Laizhou) Laizhou Laizhou 40.00 40.00 40.00 40.00 Equity method
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
COHA (Laizhou)
Closing balance/2016 Opening balance/2015
Current assets 472,412,233.11 454,129,237.15
Including: cash and cash equivalent 428,471,301.05 389,947,216.68
Non-current assets 1,746,234,554.37 1,697,805,412.58
Total assets 2,218,646,787.48 2,151,934,649.73
Current liabilities 60,897,644.03 50,550,304.70
Non-current liabilities 172,396,000.00 176,064,000.00
Total liabilities 233,293,644.03 226,614,304.70
Minority interests 974,119.24 1,054,388.32
Total equity attributable to shareholders of the parent
1,984,379,024.21 1,924,265,956.71
company
Net assets calculated based on the proportion of
793,751,609.68 769,706,382.68
ownership interest
Adjustments
- Goodwill - -
- Unrealized Profits Resulting from Intragroup
- -
Transactions
- Others 1,229,696.54 1,223,942.38
Carrying amounts of equity investments in Joint Venture 794,981,306.22 770,930,325.06
Operating income 363,088,369.45 288,944,609.42
Financial expenses (6,142,578.84) (6,934,303.93)
Tax expenses 24,846,767.07 19,852,555.25
Net profit 150,392,274.39 100,216,183.27
Other comprehensive income - -
Total comprehensive income 150,392,274.39 100,216,183.27
Dividends received from joint ventures in the current
36,132,189.03 30,785,676.52
year
- 77 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(VI) EQUITY IN OTHER ENTITIES - continued
2. Interests in joint ventures and associates - continued
(3) Financial information of material associates
Unit: RMB
MPIL
Closing balance/2016 Opening balance/2015
Current assets 216,977,210.88 373,493,554.97
Including: cash and cash equivalent 116,043,096.52 103,374,072.06
Non-current assets 1,274,297,269.88 1,367,177,697.91
Total assets 1,491,274,480.76 1,740,671,252.88
Current liabilities 299,257,041.62 405,113,685.76
Non-current liabilities 4,031,799.53 167,056,518.57
Total liabilities 303,288,841.15 572,170,204.33
Minority interests 452,668,593.90 441,275,007.08
Total equity attributable to shareholders of the parent
735,317,045.71 727,226,041.47
company
Net assets calculated based on the proportion of
367,658,522.86 363,613,020.74
ownership interest
Adjustments
- Goodwill - -
- Unrealized Profits Resulting from Intragroup
- -
Transactions
- Others (26,739,280.23) (27,015,292.25)
Carrying amounts of equity investments in Joint Venture 340,919,242.63 336,597,728.49
Operating income 505,001,659.70 480,058,683.93
Financial expenses 15,536,880.37 27,040,907.12
Tax expenses 28,327,011.06 20,630,440.82
Net profit 130,135,606.54 113,027,051.28
Other comprehensive income - -
Total comprehensive income 130,135,606.54 113,027,051.28
Dividends received from joint ventures in the current year 36,572,459.27 -
(4) Summarized financial information of immaterial associates
Unit: RMB
Closing balance/2016 Opening balance/2015
Associates:
Total carrying amounts of investment 354,527,107.68 339,496,921.61
Aggregate of following items calculated based on the
proportion of ownership interest
- Net profit 13,114,543.97 12,672,586.66
- Other comprehensive income - -
- Total comprehensive income 13,114,543.97 12,672,586.66
(5) As at 31 December 2016, 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 2016
(VII) 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 2016, 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 200,776,163.48 272,754,190.87
- HKD 25,539,100.17 108,142,732.77
- USD 175,237,063.31 164,611,458.10
Accounts receivable 26,594,259.65 18,884,797.75
- HKD 7,223,373.15 4,899,257.79
- USD 19,370,886.50 13,985,539.96
Short-term borrowings - 141,610,178.37
- HKD - 141,610,178.37
Accounts payable 2,183,342.35 2,177,189.75
- HKD 2,519,094.88 2,489,360.73
- USD (335,752.53) (312,170.98)
- 79 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(VII ) 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 Group'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
2016 2015
Effect on Effect on
Changes in shareholders' Effect on shareholders'
Item exchange rate Effect on profits equity profits equity
5% appreciation
All foreign currencies 11,259,354.04 11,259,354.04 7,392,581.02 7,392,581.02
against RMB
5% depreciation
All foreign currencies (11,259,354.04) (11,259,354.04) (7,392,581.02) (7,392,581.02)
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 2016
(VII) 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
2016 2015
Effect on Effect on
Changes in shareholders' Effect on shareholders'
Item interest rate Effect on 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 2016, 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 Group 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 2016
(VII) 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.
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 426,036,702.87 426,036,702.87 426,036,702.87 - -
Notes receivable 500,000.00 500,000.00 500,000.00 - -
Accounts receivable 173,934,496.63 173,934,496.63 173,934,496.63 - -
Other receivables 26,647,869.01 26,647,869.01 26,647,869.01 - -
Available-for-sale financial assets 22,459,200.00 22,459,200.00 22,459,200.00 - -
The non-derivative financial liabilities
Accounts payable 89,444,597.10 89,444,597.10 89,444,597.10 - -
Interest payable 2,567,260.28 2,567,260.28 2,567,260.28
Other payable 74,590,394.09 74,590,394.09 74,590,394.09 - -
Other current liabilities 250,000,000.00 254,311,780.82 254,311,780.82 - -
Bonds payable 298,331,506.85 324,777,123.29 8,910,000.00 315,867,123.29 -
(VIII) 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: 8,550,000.00 - - 8,550,000.00
- Equity instruments (Note) 8,550,000.00 - - 8,550,000.00
Total assets measured at fair value continuously 8,550,000.00 - - 8,550,000.00
Note: The available-for-sale financial assets held by the Company represent the fair value of the
circulating shares of Jiang Su Ninghu Expressway Co., Ltd at the end of the year.
2. Basis for determining the market price measured at fair value at level I continuously
The market price of assets and liabilities measured at fair value at level I continuously is
determined by the Shanghai stock exchange closing price of equity instruments at 31 December
2016.
- 82 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(VIII) FAIR VALUE - continued
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.
(IX) 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
CMPH Parent company Hong Kong Li Jian Hong Port shipping HKD18,991,699,462 - 66.10(Note)
Kong
Note: CMPH obtained 8.58% equity of the Company via its subsidiary Jing Feng Company, 25%
equity via its subsidiaries Shenzhen Malai Warehouse Co., Ltd.("Malai Warehouse"), and
obtained another 32.52% equity by entrustment of Nanshan Group's stock, totally holding
66.10% of the voting shares, so CMPH 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 (VI)
1.
3. Associates and joint ventures of the Company
The general background and other related information of the significant associates and joint
ventures are set out in Note (VI) 2.
- 83 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(IX) 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
SMT Controlled by the same parent company
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
Malai Warehouse Controlled by the same parent company
China Merchants Container Services Ltd.("China Merchants Container") Controlled by the same parent company
SMW Controlled by the same parent company
Hidoney Controlled by the same parent company
Shenzhen China Merchants Qianhaiwan Property Co., Ltd. ("Qianhai Property") Controlled by the same parent company
China Merchants International Cold Chain (Shenzhen) Co., Ltd ("CMCCL") Controlled by the same ultimate actual controller
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 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. ("International Ocean Controlled by the same ultimate actual controller
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) Co., Ltd. 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
China Marine Shipping Agency, Shenzhen Co., Ltd. ("CMSA") (Note) Controlled by the same ultimate actual controller
Sinoway Shipping Ltd. ("Sinoway") (Note) Controlled by the same ultimate actual controller
China Merchants Heavy Industry Shenzhen Co., Ltd. ("CMHI") 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
CDFC 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
Note: On 28 December 2015, State-owned Assets Supervision and Administration
Commission("SASAC") released an approval to transfer Sinotrans&CSC Holdings Co.,
Ltd.("Sinotrans & CSC"), as a whole, into China Merchants Group Co., Ltd .("CMG") for
free. On 24 Februrary 2016, SASAC confirmed that CMG is the controller shareholder of
Sinotrans & CSC. Therefore, the Company included the subsidiaries of Sinotrans& SCS,
CMSA and Sinoway as its related parties since 24 February 2016.
- 84 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(IX) 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 2016 2015
Receipt of services :
Haixing Load and unload service Negotiation 4,697,099.06 5,250,938.99
CMSA Platform use fee Negotiation 3,691,752.00 N/A
China Merchants Holdings (International) Information Technology Co., Ltd Technical service fee Negotiation 2,685,201.86 3,593,871.23
Property management
Chiwan Property Negotiation 2,080,632.12 2,110,798.96
service
Xuqin Landscape Engineering Negotiation 1,424,421.04 2,737,278.57
Haiqin Engineering Project management Negotiation 1,320,737.69 531,551.64
SMT Load and unload service Negotiation 1,010,880.00 68,340.00
Property management
Zengcheng Xinkang Negotiation 784,798.07 683,731.80
service
Ocean Shipping Agency Agency service Negotiation 576,990.00 313,335.00
SMW Load and unload service Negotiation 593,207.56 197,805.66
Lianda Tug Tugboat service Negotiation 503,943.87 555,742.69
Hoi Tung (Shanghai) Co., Ltd. Purchase of goods Negotiation 498,199.64 534,873.63
Property management
China Merchants Property Negotiation 186,930.84 149,222.12
service
SCT Load and unload service Negotiation 171,547.76 -
SMP Load and unload service Negotiation 138,420.00 -
CMBL Load and unload service Negotiation 35,377.36 2,033,893.83
Hoi Tung (Shenzhen) Co., Ltd. Purchase of goods Negotiation - 854,700.86
China Merchants Container Transportation services Negotiation - 702,070.57
Houlder Insurance Insurance service Negotiation - 80,000.00
Chiwan Oriental Logistics Transportation services Negotiation - 27,117.11
Huxing Tug Tugboat service Negotiation - 11,686.42
Shipping Agency Agency service Negotiation - 4,925.51
Total 20,400,138.87 20,441,884.59
Rendering of services:
SCT Trailer service etc. Negotiation 14,561,689.56 12,103,589.48
Ocean Shipping Agency Tugboat service Negotiation 14,360,875.75 9,606,798.58
SMT Trailer service etc. Negotiation 13,072,813.13 13,661,628.99
SMP Tugboat service Negotiation 6,014,324.79 9,397,633.97
CMSA Tug service etc. Negotiation 4,283,663.48 N/A
Shipping Agency Trailer service etc. Negotiation 2,460,519.24 2,502,690.16
COHA (Laizhou) Labor dispatch service Negotiation 1,495,994.08 561,543.76
International Ocean Shipping Berthage fee Negotiation 952,187.92 775,267.91
Lianda Tug Tugboat service Negotiation 515,908.65 1,124,381.62
Youlian Shipyard Tugboat service Negotiation 420,190.56 433,459.86
CMCCL Trailer service Negotiation 168,481.13 314,316.43
CMBL Trailer service Negotiation 95,003.78 754,800.96
Loading and unloading Negotiation
Sinoway 75,836.09 N/A
income
CMHI Tug service Negotiation 72,073.58 -
Zengcheng Xinkang Others Negotiation 7,948.40 8,883.91
Xuqin Load and unload service Negotiation 4,872.68 6,762.24
Ocean Shipping Tally Others Negotiation - 65,580.00
Huxing Tug Tugboat service Negotiation - 45,788.21
South China Liquefied Gas Tugboat service Negotiation - 43,981.13
Total 58,562,382.82 51,407,107.21
- 85 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(IX) 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
CMBL Crane 1,882,718.48 1,864,077.72
Ocean Shipping Tally Office renting 58,167.53 -
Shipping Agency Office renting 5,951.88 -
Coastal line, packing yards, road lighting,
Chiwan Base - 11,208,750.00
etc,
Total 1,946,837.89 13,072,827.72
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 61,655,931.48 61,599,405.12
Malai Warehouse Office 4,879,713.88 7,195,527.00
Chiwan Base Office 4,104,644.97 1,523,364.72
CMPS Former Bay port lands 3,169,800.00 3,169,800.00
SMW Rental 899,311.39 -
China Merchants Shangzhi Buildings 859,832.64 830,980.80
SCT Crane 621,580.55 1,399,057.46
Qianhai Property Staff dormitory 144,147.73 271,994.50
Baowan Logistics Warehouse 99,460.54 103,775.41
Total 76,434,423.18 76,093,905.01
(3) Transfers of assets involved with related parties
Unit: RMB
related party Related trade 2016 2015
SMW Machinery and equipment transfer-out 1,176,271.66 -
Haixing Machinery and equipment transfer-in 128,000.00 -
SMW Transfer of transport equipment - 101,600.00
(4) Compensation for key management personnel
Unit: RMB
Item 2016 2015
Compensation for key management personnel 10,788,235.12 8,355,047.60
- 86 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(IX) 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 244,449,550.95 168,955,890.49
CDFC 1,211,887.57 55,649,145.28
Total 245,661,438.52 224,605,035.77
Accounts receivable Ocean Shipping Agency 2,138,014.00 1,608,650.60
SMT 1,097,931.17 1,500,641.58
CMSA 568,815.80 N/A
Shipping Agency 390,704.00 116,172.00
SMP 278,192.54 1,114,816.72
SCT 29,340.00 2,379,795.00
Sinoway 24,588.00 N/A
Chiwan Base - 5,113,500.00
COHA (Laizhou) - 535,207.20
Others - 49,651.00
Total 4,527,585.51 12,418,434.10
Other receivables CMBL 2,437,813.73 1,868,304.61
SMP 1,366,290.52 985,340.31
Nanshan Group 1,054,300.09 1,054,300.09
SMT 870,864.34 1,934,775.73
Qianhai Property 654,480.00 654,480.00
Xuqin 323,000.00 323,000.00
China Merchants Shangzhi 176,299.20 240,263.20
Chiwan Base 135,621.91 135,621.91
SCT 16,994.00 1,245,976.00
China Merchants Property 5,294.00 5,294.00
Haixing - 311,494.00
CMPS - 311,494.00
Others 62,809.00 56,869.00
Total 7,103,766.79 9,127,212.85
Accounts payable Nanshan Group 10,090,213.25 20,710,081.71
Xuqin 793,251.50 2,224,268.57
CMSA 743,962.71 N/A
Haixing 575,625.00 343,405.00
Zengcheng Xinkang 207,845.50 150,810.50
Hoi Tung (Shanghai) Co., Ltd. 188,945.00 192,593.29
CMPH 99,675.65 -
SCT - 60,000.00
SMT - 28,747.20
Total 12,699,518.61 23,709,906.27
Dividends payable Hidoney - 38,248,386.76
- 87 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(IX) 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 SMT 5,173,198.89 704,405.12
SMP 647,066.08 362,861.51
Haiqin Engineering 389,509.73 88,977.03
SCT 247,360.66 470,047.59
Nanshan Group 155,593.03 111,991.70
China Merchants Shangzhi 117,532.80 -
Xuqin 51,624.65 11,500.00
China Merchants Holdings (International)
42,900.00 508,921.00
Information Technology Co., Ltd.
Chiwan Property 14,100.90 -
International Ocean Shipping 10,000.00 10,000.00
China Merchants Property 3,626.34 1,464.12
Hoi Tung (Shenzhen) Co., Ltd. - 1,000,000.00
CMBL - 67,080.00
CMPH - 27,194.56
Total 6,852,513.08 3,364,442.63
(X) 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 151,991,708.93 25,429,546.67
- Commitment on external investment 56,136,194.00 -
Total 208,127,902.93 25,429,546.67
(2) Operating lease commitments
As of the balance sheet date, the Group had the following commitments in respect of non-
cancellable operating leases:
Unit: RMB
Item Closing balance Opening balance
Minimum lease payments under non-cancellable operating
leases:
1st year subsequent to the balance sheet date 58,325,261.82 3,285,372.56
2nd year subsequent to the balance sheet date 54,599,108.85 599,468.69
3rd year subsequent to the balance sheet date 656,227.25 389,421.36
More than 3 years - 742,712.59
Total 113,580,597.92 5,016,975.20
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 2016
(XI) EVENTS AFTER THE BALANCE SHEET
1. 【Profit appropriation】
Unit: RMB
Item Amount
Proposed distribution of profits or dividends (Note) 319,802,810.08
Profits or dividends declared to be distributed To be approved by General meeting of shareholders
Note: Please refer to Note (V) 38.
(XII) 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 2016
(XII) 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
2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015
Operating income 1,782,343,936.83 1,747,972,945.00 158,782,168.60 158,969,818.91 29,384,718.03 25,708,043.32 - - (65,403,683.04) (60,042,211.07) 1,905,107,140.42 1,872,608,596.16
Revenue arising from external
1,779,272,172.37 1,747,810,379.34 96,580,829.78 100,524,805.89 29,254,138.27 24,273,410.93 - - - - 1,905,107,140.42 1,872,608,596.16
transactions
Revenue arising from inter-segment
3,071,764.46 162,565.66 62,201,338.82 58,445,013.02 130,579.76 1,434,632.39 - - (65,403,683.04) (60,042,211.07) - -
transactions
Total segment operating income 1,782,343,936.83 1,747,972,945.00 158,782,168.60 158,969,818.91 29,384,718.03 25,708,043.32 - - (65,403,683.04) (60,042,211.07) 1,905,107,140.42 1,872,608,596.16
Reconciling items:
Operating Income in the financial statements 1,905,107,140.42 1,872,608,596.16
Operating cost 976,831,006.93 930,887,674.04 119,894,587.11 118,198,934.43 19,108,936.15 13,671,511.65 - - (65,368,649.68) (60,042,211.07) 1,050,465,880.51 1,002,715,909.05
Segment operating profits 805,512,929.90 817,085,270.96 38,887,581.49 40,770,884.48 10,275,781.88 12,036,531.67 - - (35,033.36) - 854,641,259.91 869,892,687.11
Reconciling items:
Business taxes and surcharges 8,593,274.58 5,025,061.87 291,541.06 173,686.91 841,236.94 2,353,832.88 - - 1,046,179.76 - 10,772,232.34 7,552,581.66
Administrative expenses 124,511,443.64 126,052,506.42 12,744,154.28 12,176,192.51 6,195,758.39 6,622,851.39 31,104,961.07 30,793,356.39 (35,033.36) - 174,521,284.02 175,644,906.71
Financial expenses (2,683,344.67) 31,337,452.90 (1,573,432.76) (1,276,595.12) (1,096,936.54) (451,057.55) 23,422,509.20 29,891,040.33 (1,046,179.76) - 17,022,615.47 59,500,840.56
Impairment losses of assets 4,500,706.29 (189,100.49) 188,867.59 99,631.09 - - - - - - 4,689,573.88 (89,469.40)
Investment Income - - - - - - 650,399,885.73 643,131,167.80 (529,916,010.31) (542,313,434.94) 120,483,875.42 100,817,732.86
Operating profit 670,590,850.06 654,859,350.26 27,236,451.32 29,597,969.09 4,335,723.09 3,510,904.95 595,872,415.46 582,446,771.08 (529,916,010.31) (542,313,434.94) 768,119,429.62 728,101,560.44
Non-operating income 3,748,438.75 3,029,421.88 1,904,840.62 150,470.75 42,304.43 320,427.23 - - - - 5,695,583.80 3,500,319.86
Non-operating expenses 2,980,376.93 3,061,272.21 140,907.96 401,448.62 35,041.03 111,865.43 - - - - 3,156,325.92 3,574,586.26
Gross profit 671,358,911.88 654,827,499.93 29,000,383.98 29,346,991.22 4,342,986.49 3,719,466.75 595,872,415.46 582,446,771.08 (529,916,010.31) (542,313,434.94) 770,658,687.50 728,027,294.04
Income tax expenses 89,054,315.93 64,894,793.15 7,290,125.68 7,381,628.04 355,404.00 377,212.87 4,109,138.17 2,656,001.37 - 100,808,983.78 75,309,635.43
Net profit 582,304,595.95 589,932,706.78 21,710,258.30 21,965,363.18 3,987,582.49 3,342,253.88 591,763,277.29 579,790,769.71 (529,916,010.31) (542,313,434.94) 669,849,703.72 652,717,658.61
- 90 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XII) 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
2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015
Total segment assets 5,420,847,740.96 5,381,327,550.98 220,696,382.06 221,421,640.98 33,145,715.78 36,860,916.07 7,001,692,433.36 7,564,266,067.68 (6,055,905,562.37) (6,290,103,298.72) 6,620,476,709.79 6,913,772,876.99
Total assets in the financial
5,420,847,740.96 5,381,327,550.98 220,696,382.06 221,421,640.98 33,145,715.78 36,860,916.07 7,001,692,433.36 7,564,266,067.68 (6,055,905,562.37) (6,290,103,298.72) 6,620,476,709.79 6,913,772,876.99
statements
Total segment liabilities 1,287,022,232.16 1,694,385,386.50 136,039,580.05 136,764,838.97 23,856,538.93 27,602,514.14 926,751,588.43 1,802,530,453.59 (1,390,186,966.20) (1,976,820,746.33) 983,482,973.37 1,684,462,446.87
Total liabilities in the financial
1,287,022,232.16 1,694,385,386.50 136,039,580.05 136,764,838.97 23,856,538.93 27,602,514.14 926,751,588.43 1,802,530,453.59 (1,390,186,966.20) (1,976,820,746.33) 983,482,973.37 1,684,462,446.87
statements
Supplementary information
Depreciation 170,034,292.39 172,445,076.14 11,673,804.16 11,429,783.53 47,541.30 87,975.88 11,651,649.99 14,601,064.19 - - 193,407,287.84 198,563,899.74
Amortization 39,463,601.5 41,695,890.13 17,496.30 307,536.04 276,792.75 - - - - - 39,757,890.60 42,003,426.17
Interest income 12,425,426.84 8,846,137.76 1,574,476.16 1,344,086.28 567,456.25 158,571.71 31,188,838.91 42,708,036.66 (40,201,612.69) (47,829,248.10) 5,554,585.47 5,227,584.31
Interest expense 28,894,711.66 39,645,349.49 - 65,254.86 - - 47,142,668.62 72,132,466.49 (41,247,792.45) (47,829,248.10) 34,789,587.83 64,013,822.74
Investment income from long-
term equity investment under - - - - - - 114,191,687.57 95,337,543.13 - - 114,191,687.57 95,337,543.13
equity method
Long-term equity investment
- - - - - - 1,490,427,656.53 1,447,024,975.16 - - 1,490,427,656.53 1,447,024,975.16
under equity method
Non-current assets other than
4,286,827,890.15 4,349,568,017.17 114,168,681.90 126,029,974.90 13,699,499.49 16,492,521.44 175,916,227.44 175,301,933.69 (156,606,653.68) (157,909,567.98) 4,434,005,645.30 4,509,482,879.22
long-term equity investment
- 91 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XII) 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 2016 2015
Revenue from external transactions with domestic customers 1,886,725,592.26 1,855,423,240.72
Revenue from external transactions with Hong Kong customers 18,381,548.16 17,185,355.44
Total 1,905,107,140.42 1,872,608,596.16
Unit: RMB
Item 2016 2015
Non-current assets sourced from Mainland of PRC 4,433,998,794.69 4,509,466,040.28
Non-current assets sourced from Hong Kong 6,850.61 16,838.94
Total 4,434,005,645.30 4,509,482,879.22
(4) Degree of reliance on major customers
The total operating income derived from the top five clients of the Group is
RMB1,053,730,861.13, occupying 55.31% of the Group's total operating income.
(XIII) 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 63,999.00 0.43 - - 63,999.00 5,648,707.20 28.12 - - 5,648,707.20
Portfolio 2 14,666,413.29 99.57 - - 14,666,413.29 14,436,075.12 71.88 - - 14,436,075.12
Subtotal of portfolios 14,730,412.29 100.00 - - 14,730,412.29 20,084,782.32 100.00 - - 20,084,782.32
Accounts receivable that are
not individually significant
but for which bad debt - - - - - - - - - -
provision has been assessed
individually
Total 14,730,412.29 100.00 - - 14,730,412.29 20,084,782.32 100.00 - - 20,084,782.32
- 92 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XIII) 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 14,666,413.29 - - 14,666,413.29 14,436,075.12 - - 14,436,075.12
(2) Top five balances of accounts receivable classified by debtor:
Unit: RMB
Proportion of
the closing
balance to the Closing balance
Relationship with the total accounts of bad debt
Name of entity Company Closing balance receivable (%) provision
Customer F Third party with transactions 3,511,309.00 23.84 -
Customer G Third party with transactions 3,088,540.38 20.97 -
Customer H Third party with transactions 3,361,812.17 22.82 -
Customer I Third party with transactions 2,001,873.16 13.59 -
Customer J Third party with transactions 1,015,568.20 6.89 -
Total 12,979,102.91 88.11 -
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
Propo
Proporti rtion Proportion Proportion
Category Amount on (%) Amount (%) BCarrying value Amount (%) Amount (%) BCarrying value
Other receivables that are
individually significant and for
- - - - - - - - - -
which bad debt provision has
beenassessed individually
Other receivables for which bad debt provision has been assessed by credit risk portfolios
Portfolio 1 581,387,532.80 99.75 - - 581,387,532.80 678,272,733.47 99.82 - - 678,272,733.47
Portfolio 2 1,455,758.02 0.25 391,186.82 26.87 1,064,571.20 1,218,472.01 0.18 383,456.60 31.47 835,015.41
Subtotal of portfolios 582,843,290.82 100.00 391,186.82 0.07 582,452,104.00 679,491,205.48 100.00 383,456.60 0.06 679,107,748.88
Other receivables that are not
individually significant but for
which bad debt provision has - - - - - - - - - -
been assessed individually
Total 582,843,290.82 100.00 391,186.82 0.07 582,452,104.00 679,491,205.48 100.00 383,456.60 0.06 679,107,748.88
- 93 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XIII) 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 1,034,396.62 149.26 0.01 1,034,247.36 835,015.41 - - 835,015.41
More than 1 year but
37,904.80 7,580.96 20.00 30,323.84 - - - -
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 1,455,758.02 391,186.82 26.87 1,064,571.20 1,218,472.01 383,456.60 31.47 835,015.41
(2) Disclosure of other receivables by nature
Unit: RMB
Item Closing balance Opening balance
Temporary payments 2,095,061.81 3,726,739.80
Deposits 306,791.32 249,328.31
Others 580,441,437.69 675,515,137.37
Including: amounts due from subsidiaries 580,057,981.09 674,871,443.87
Total 582,843,290.82 679,491,205.48
(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
Temporary payment due
DGT 361,632,988.72 Within one year 62.05 -
from subsidiaries
Temporary payment due
DGW 214,500,000.00 Within one year 36.80 -
from subsidiaries
Chiwan Wharf Holdings (Hong Temporary payment due More than three
2,851,360.05 0.49 -
Kong) Limited. from subsidiaries year
More than 2 year
Temporary payments from
Nanshan Group 1,022,760.39 but not exceeding 0.18 -
related parties
3 years
Temporary payment due
CCT 725,678.44 Within one year 0.12 -
from related parties
Total 580,732,787.60 99.64 -
- 94 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XIII) 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 - - - - - - - - 5,500,000.00 -
Co., Ltd
CHCC 250,920,000.00 - - - - - - - - 250,920,000.00 -
Shenzhen Chiwan Transportation Co., Ltd 7,000,000.00 - - - - - - - - 7,000,000.00 -
Chiwan Wharf Holdings (Hong Kong) Limited 1,070,000.00 - - - - - - - - 1,070,000.00 -
Shenzhen Chiwan Tugboat Co., Ltd 24,000,000.00 - - - - - - - - 24,000,000.00 -
CCT 421,023,199.85 - - - - - - - - 421,023,199.85 -
DGW 186,525,000.00 - - - - - - - - 186,525,000.00 -
DGT 175,000,000.00 - - - - - - - - 175,000,000.00 -
Subtotal 1,071,038,199.85 - - - - - - - - 1,071,038,199.85 -
II. Associates
China Merchants Holdings (International)
12,833,857.95 - - 1,761,382.97 - - - - - 14,595,240.92 -
Information Technology Co., Ltd
CMBL 145,351,043.43 - - 5,676,580.50 - 957,821.05 - - - 151,985,444.98 -
Subtotal 158,184,901.38 - - 7,437,963.47 - 957,821.05 - - - 166,580,685.90 -
III. Joint ventures
COHA (Laizhou) 770,930,325.06 - - 60,183,170.19 - - 36,132,189.03 - - 794,981,306.22 -
Total 2,000,153,426.29 - - 67,621,133.66 - 957,821.05 36,132,189.03 - - 2,032,600,191.97 -
- 95 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XIII) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS -
continued
4. Operating income and operating costs
Unit: RMB
2016 2015
Item Income Cost Income Cost
Principal operating 196,844,379.94 141,627,809.07 228,693,176.21 153,418,697.04
Other operating 27,140,761.84 757,252.02 32,047,743.16 1,215,450.74
Total 223,985,141.78 142,385,061.09 260,740,919.37 154,634,147.78
5. Investment income
(1) Details of investment income
Unit: RMB
Item 2016 2015
Income from long-term equity investments under cost method 134,702,787.76 217,818,690.44
Income from long-term equity investments under equity method 67,621,133.66 52,671,209.47
Investment income from the disposal of long-term equity - 1,878,969.73
investment income on available-for-sale financial assets, etc.
Investment 6,292,187.85 3,601,220.00
Total 208,616,109.27 275,970,089.64
(2) Income from long-term equity investments under cost method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2016 2015 compared to the prior period
The dividends distributed by
CCT - 108,370,429.14
investee fluctuate.
The dividends distributed by
CHCC 115,390,687.74 89,592,252.90
investee fluctuate.
The dividends distributed by
Shenzhen Chiwan Tugboat Co., Ltd 16,514,592.21 18,738,081.41
investee fluctuate.
The dividends distributed by
Shenzhen Chiwan Transportation Co., Ltd 2,520,533.55 858,954.54
investee fluctuate.
The dividends distributed by
Shenzhen Chiwan International Freight Agency Co., Ltd 276,974.26 258,972.45
investee fluctuate.
Total 134,702,787.76 217,818,690.44
- 96 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XIII) 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
Content of related party procedures of related party
transaction transactions 2016 2015
Receipt of services :
Chiwan Shipping (Hong Kong) Limited Agency service Negotiation 1,068,046.98 -
Landscape
Xuqin Negotiation 898,037.45 1,279,632.70
engineering
Property
Chiwan Property Negotiation 458,830.60 490,993.70
management service
CMHI Technical service Negotiation 151,132.13 242,359.49
Transportation
Shenzhen Chiwan Tugboat Co., Ltd Negotiation 28,256.60 34,226.41
services
Shenzhen Chiwan International Freight Agency
Agency service Negotiation 18,209.81 83,931.17
Co., Ltd
Transportation
China Merchants Container Negotiation - 702,070.57
services
Transportation
Shenzhen Chiwan Transportation Co., Ltd Negotiation - 272,141.51
services
Load and unload
Haixing Negotiation - 60,828.30
service
Load and unload -
SMW Negotiation 30,400.00
service
Shipping Agency Agency service Negotiation - 4,925.51
Total 2,622,513.57 3,201,509.36
Rendering of services:
Labor dispatch
DGW Negotiation 16,973,861.28 13,966,685.01
service
Labor dispatch
DGT
service
Negotiation 1,698,686.94 -
Labor dispatch
COHA (Laizhou) Negotiation 1,495,994.08 561,543.76
service
Harbor
CMSA Negotiation 333,178.01 N/A
administration
Shipping Agency Berthage fee , etc, Negotiation 142,419.81 183,237.71
Load and unload
Ocean Shipping Agency Negotiation 18,736.79 106,336.59
service
Load and unload
Xuqin Negotiation 4,872.68 6,762.24
service
Load and unload
SCT Negotiation - 17,264.15
service
Load and unload
SMP Negotiation - 11,320.75
service
Load and unload
SMT Negotiation - 9,056.60
service
Load and unload
CCT Negotiation - 2,169.81
service
Total 20,667,749.59 14,864,376.62
(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
CHCC Rental of packing yards 97,563.42 102,441.59
Ocean Shipping Tally Office lease 58,167.53 65,580.00
Shipping Agency Office lease 5,951.88 -
Chiwan Base Coastal line, packing yards and road lighting - 11,208,750.00
CCT Rental of packing yards - 199,151.11
Total 161,682.83 11,575,922.70
- 97 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XIII) 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 10,044,055.34 10,272,041.24
Malai Warehouse Office 3,726,743.96 1,104,870.00
Chiwan Base Office 1,395,430.42 1,523,364.72
SCT Crane 540,000.00 660,000.00
CCT Building - 104,466.02
Total 15,706,229.72 13,664,741.98
(3) Asset transfer with related parties
Name of lessor Content of related party transaction 2016 2015
SMT Transfer mechanical equipment 1,176,271.66 -
7. Amounts due from/to related parties
Unit: RMB
Item Related parties Closing balance Opening balance
Cash and bank China Merchants Bank 19,265,421.23 57,416,519.17
balances
CDFC 1,211,887.57 55,649,145.28
Total 20,477,308.80 113,065,664.45
Accounts CMSA 44,129.00 N/A
receivable
Shipping Agency 19,870.00 -
Chiwan Base - 5,113,500.00
COHA (Laizhou) - 535,207.20
Total 63,999.00 5,648,707.20
Other receivables DGT 361,632,988.72 443,275,000.00
DGW 214,500,000.00 227,500,000.00
Chiwan Wharf Holdings (Hong Kong) Limited 2,851,360.05 2,850,467.87
Nanshan Group 1,022,760.39 1,022,760.39
CCT 725,678.44 1,245,976.00
CHCC 309,683.43 -
Chiwan Base 135,621.91 135,621.91
China Merchants Shangzhi 58,766.40 58,766.40
Hinwin Development Limited 38,270.45 38,270.45
Chiwan Property 150.00 150.00
SCT - 1,245,976.00
Haixing - 311,494.00
CMPS - 311,494.00
Total 581,275,279.79 677,995,977.02
- 98 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
(XIII) 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 receivables Chiwan Wharf Holdings (Hong Kong) Limited 11,004,284.75 11,004,284.75
Accounts payable Nanshan Group 2,906,947.14 3,106,063.74
Xuqin 785,059.00 1,445,977.80
SCT - 60,000.00
Total 3,692,006.14 4,612,041.54
Other payables CHCC 243,733,114.96 190,759,953.28
Shenzhen Chiwan Transportation Co., Ltd 46,897,834.66 42,501,681.28
Shenzhen Chiwan Tugboat Co., Ltd 24,912,752.12 17,656,552.77
DGW 13,260,132.40 28,650,894.16
DGT 10,133,892.96 14,259,301.60
CCT 9,697,899.00 22,420,393.04
Chiwan Shipping (Hong Kong) Limited 1,183,964.01 673,055.09
Shenzhen Chiwan International Freight Agency Co., Ltd 975,053.00 1,059,758.93
Haiqin Engineering 389,509.47 -
Nanshan Group 58,539.14 60,054.00
Xuqin 10,000.00 10,000.00
China Merchants Holdings (International) Information
6,400.00 6,400.00
Technology Co., Ltd
Total 351,259,091.72 318,058,044.15
Long-term payables Chiwan Wharf Holdings (Hong Kong) Limited 116,662,000.00 -
Interests payable Shenzhen Chiwan Transportation Co., Ltd 1,500,827.59 796,967.00
CHCC 1,492,533.76 1,121,027.45
Shenzhen Chiwan Tugboat Co., Ltd 97,332.08 23,204.11
Total 3,090,693.43 1,941,198.56
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 2016
(XIII) NOTES TO THE KEY ITEMS IN THE COMPANY’S FINANCIAL STATEMENTS -
continued
8. Supplementary information to the cash flow statement
Unit: RMB
Supplementary information 2016 2015
1. Reconciliation of net profit to cash flows from operating
activities:
Net profits 195,474,231.11 264,241,215.72
Add: Provision for impairment losses of assets 7,730.22 -
Depreciation of fixed assets 11,080,137.72 13,720,795.92
Depreciation and amortization of investment property 571,512.27 880,268.27
Amortization of intangible assets 2,967,175.79 3,060,842.80
Amortization of long-term prepaid expenses 179,620.71 469,660.48
Losses(Gains) on disposal of fixed assets, intangible assets
1,177,444.73 476,289.37
and other long-term assets
Financial expenses 34,252,187.10 80,785,844.84
Losses (Gains) arising from investments (208,616,109.27) (275,970,089.64)
Decrease (Increase) in deferred tax assets - 11,093,096.27
Decrease(Increase) in inventories 631,788.30 (201,851.14)
Decrease (Increase) in operating receivables 101,806,904.44 219,516,152.90
Increase (Decrease) in operating payables 41,030,605.89 53,050,704.06
Net cash flows from operating activities 180,563,229.01 371,122,929.85
2. Net changes in cash and cash equivalents:
Closing balance of cash 97,401,657.09 331,615,767.60
Less: Opening balance of cash 331,615,767.60 281,427,034.32
Net increase (decrease) in cash (234,214,110.51) 50,188,733.28
- 100 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2016
1. BREAKDOWN OF EXTRAORDINARY GAINS AND LOSSES
Unit: RMB
Item Amounts Description
Gains or losses on disposal of non-current assets (2,468,885.29)
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 1,046,444.12
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
-
Gains or losses on exchange of non-monetary assets -
Gains or losses on entrusted investments or assets management -
Provision of impairment losses for each asset due to force majeure, e.g. acts of God -
Gains or losses on debt restructuring -
Business restructuring expenses, e.g., expenditure for layoff of employees,
integration expenses, etc.
-
Gains or losses 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
Gains or losses arising from contingencies other than those related to normal
operating business
-
Gains or losses 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
-
Gains or losses on entrusted loans -
Gains or losses 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 3,961,699.05
Other profit or loss that meets the definition of non-recurring profit or loss -
Tax effects (595,892.67)
Effects of minority interest (after tax) (182,852.39)
Total 1,760,512.82
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
11.637 0.826 0.826
ordinary shareholders
Net profit attributable to ordinary shareholders
11.601 0.823 0.823
after deducting extraordinary gains and losses
