CHINA MERCHANTS PORT GROUP CO., LTD.
ANNUAL REPORT 2023
Date of disclosure: 2 April 2024
China Merchants Port Group Co., Ltd. Annual Report 2023
Chairman’s Statement
Dear Shareholders,
I hereby present to you the annual report of China Merchants Port Group Co., Ltd. and its subsidiaries
(the Company or CMPort) for the year ended 31 December 2023. On behalf of the Board, I would
like to express my sincere gratitude to all of you for your long-term support to the Company.
The Company is a crucial vehicle for China Merchants Group to implement the development tasks of
the "14th Five-Year Plan" and the strategy of Guangdong-Hong Kong-Macao Greater Bay Area.
Serving not only as the core enterprise of China Merchants Group's port sector, the Company is also
the capital operation and management platform for the group's global port assets, hence playing a key
role in the consolidation and synergistic development of China Merchants Group’s port assets. The
Company has become a world-leading port investor, developer and operator.
By implementing new development concepts based on the new development stage and building a new
development pattern, CMPort will strive to promote its high-quality development and become a high-
quality worldclass comprehensive port service provider. While cultivating innovative businesses with
a focus on core port businesses, strengthening the supporting role of scientific and technological
innovation and building an independent and controllable terminal operating system, it will strive to
build a smart and diverse port ecosystem. By actively exploring and participating in global port
resource integration opportunities, optimizing the port network system on a continuous basis and
strengthening external and internal coordination, we will provide customers with more economical,
higher-quality, and more efficient service solutions and deepen strategic cooperation with customers,
thus creating greater value for the Company and more returns for shareholders, and making an
important contribution to maintaining the safety, stability, and smoothness of the supply chain.
REVIEW FOR THE YEAR
In 2023, the global economy continued to step a slow recovery from the influence of geopolitics and
the conflict between Russia and Ukraine, showing some resilience. Extreme situations such as
economic recession and deep-seated financial crisis that the international community was worried
about have not occurred, but economic activity remains at a weak level and sluggish economic
recovery still plagues most countries. Global economic growth has been keeping up a slower and
uneven development as divergence among nations was increasingly intensifying, especially in
emerging markets and developing economies. With the differentiation between regions becoming
apparent and uncertainties increasing, which brought great challenges to the daily operation and
management of enterprises. Facing the complicated external environment, the Company took "high-
quality development" as its central task and "lean operation and global layout" as its guidance, to
solidly advance endogenous growth as well as innovation and upgrading and give a strong and
effective respond to the impact of unexpected factors, hence successfully completed various business
tasks and enjoyed a good situation of high-quality development.
Financial performance: In 2023, the Company achieved operating income of RMB15.75 billion and
a total profit of RMB8.8 billion. The net profit attributable to the parent company was RMB3.57
billion, up by 6.98% year-on-year, and the operating performance increased steadily, handing over a
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China Merchants Port Group Co., Ltd. Annual Report 2023
satisfactory answer.
Business performance: In terms of container business, the Company handled a total container
throughput of 180.195 million TEUs in 2023, up by 23.5% year-on-year, of which the container
throughput handled by mainland port projects was 140.306 million TEUs, up by 33.4% year-on year;
In terms of bulk cargo business, the Company handled a bulk cargo volume of 1,250 million tonnes
in 2023, representing an increase of 69.6% year-on-year, mainly because the Company, as a strategic
investor, completed the subscription for the A Shares of Ningbo Port issued under the non-public
issuance of A Shares in 2021, and the business volume of Ningbo Port has been included in the
Company's statistics from October 2022, bringing 31.374 million TEUs of containers and 490 million
tonnes of bulk cargo increments in 2023.
In terms of key priorities, first, we achieved new breakthroughs in overseas expansion. The Company
invested in the construction of the South Asia Commercial and Logistics Hub to further enhance the
core competitiveness of overseas homebase ports. China Merchants Port, the holding subsidiary of
the Company, signed a contract to acquire the equity of PT Nusantara Pelabuhan Handal Tbk (NPH)
in Indonesia, which made an important breakthrough in the layout of Southeast Asia and will further
share the opportunities from the rapid development of the RCEP region. Second, we made a new
progress in the homebase port position. In 2023, the Company not only increased its domestic and
overseas homebase port market share, but also further improved its service efficiency indicators and
customer satisfaction, with explosive growth in HIPG RoRo and oil and gas businesses. Third, we
explore new benefits in cost control. In 2023, adhering to the concept of "all costs are controllable"
and advocating the cost control culture of "macro-cost control concept" and "little by little makes
extraordinary", the Company formulated a combined action plan for quality and efficiency
improvement to promote cost optimization in multiple dimensions and effectively promote profit
improvement. Fourth, we achieved new achievements in smart technology. As CTOS progresses to
version 5.0 and serves 15 customer companies in 6 countries, its influence continued to grow. "CM
ePort " achieved full coverage of domestic main ports and terminals, providing customers one-stop
intelligent services. Smart Management Platform (SMP) won the special prize of the 2023 Science
and Technology Prize of China Port and Harbors Association. Fifth, ESG construction took a new
step. In 2023, the Company was selected into the "ESG-Pioneer 100 Index of Central Enterprises (央
企 ESG.先锋 100 指数)" and "China Securities Times ESG Top 100 Index (中证证券时报 ESG 百
强指数)", and ranked in the list of "Most Valued ESG Top 100 of Chinese Listing Companies". Our
subsidiary China Merchants Port's Morgan Stanley Capital International (MSCI) rating is "BB",
having its rating rose two levels in a row.
OUTLOOK
Looking forward to 2024, the global economic recovery process is expected to remain slow and
uneven, and the impact of major international events such as the Russia-Ukraine conflict, the
Palestinian-Israeli conflict and the Red Sea crisis will remain for a long time. Global polarization
continues to expand. Global economic and trade growth is at historically low levels, with a marked
slowdown in the growth of developed economies and a projected relatively modest decline in the
growth of emerging markets and developing economies. At the same time, large-scale global elections
will bring more uncertainty, and the global political and economic situation will be complicated. 2024
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China Merchants Port Group Co., Ltd. Annual Report 2023
is a critical year for China to implement the "14th Five-Year Plan". China will stay committed to the
general principle of making advances while maintaining stable performance and its economic
recovery is poised to undergo consolidation and strengthening and effectively improve the quality of
the economy and promote its growth within a reasonable range. It is expected that the gradual
implementation of various economic stabilization policies along with the continuous release of the
effects of various trade agreements, China will further enhance the flow of elements of cross-border
trade, strengthen the momentum of commodity import and export, and provide new growth
opportunities for the port industry. In addition, the coordinated digital and green transformation and
development of the port will also inject new vitality into the port industry.
2024 is a critical year to achieve the goals and tasks of the "14th Five-Year Plan". By focusing on
digital intelligence technology and green technology to improve core competitiveness, the Company
will take on the responsibility in this new journey to play the role of supporting functions of the
industry, thereby enhancing its core capabilities. First, we will always stick to our original intentions
and build strategic strength in unison with unbreakable faith. By strengthening the construction of
headquarters capacity and enhancing the expansion capacity of overseas terminals, we will continue
to push forward the implementation of various strategies. Second, consolidating what it has achieved
and break new ground, play it by ear and, improve innovation and advance reform to create a leading
force. We will strengthen collaborative innovation to transform and upgrade the port's main business
by creating differentiated competitive advantages in digital intelligence technology and seizing the
green technology development trend. Third, we will intensively cultivate and continue to optimize to
build professional strength with lean operations. By insisting on quality and efficiency improvement,
and completing the Center of Excellence (COE) working mechanism and team building, we will
implement lean management in all aspects to strengthen cost control and strive to reduce costs and
increase efficiency, so as to establish a professional, efficient and strong operation and management
headquarters. Four, we will forge ahead and develop as a whole to build a high-quality development
which is supported. We will co-ordinate the construction of strong ports, key projects, party building
work and safe production, thereby pushing forward the high-quality development of CMPort to a new
level!
APPRECIATION
In 2023, facing the tough external situation and a range of risk challenges, CMPort has adhered to
strategic guidance and focused on endogenous growth as well as innovation and upgrading to
significantly improve its lean operational capabilities and accelerate the pace of global restructuring,
while all key tasks have progressed smoothly and performance has maintained a steady and upward
trend. All of these could not be accomplished without the dedication of all of our staff and the support
from our shareholders and investors, business partners and those in the society who have taken to
heart the Group’s interest. For this, I would like to extend my most sincere appreciation and deepest
gratitude.
Feng Boming
Chairman
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China Merchants Port Group Co., Ltd. Annual Report 2023
Part I Important Notes, Table of Contents and Definitions
The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,
supervisors and senior managers of China Merchants Port Group Co., Ltd. (hereinafter referred to as
the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this
Report and its summary, and shall be jointly and severally liable for any misrepresentations,
misleading statements or material omissions therein.
Xu Song, the Company’s legal representative, Tu Xiaoping, the Company’s Chief Financial Officer,
and Hu Shaode, the person-in-charge of the accounting organ hereby guarantee that the financial
statements carried in this Report are factual, accurate and complete.
All the Company’s directors have attended the Board meeting for the review of this Report and its
summary.
Any forward-looking statements such as future plans or development strategies mentioned herein
shall not be considered as the Company’s promises to investors. And investors are reminded to
exercise caution when making investment decisions. Possible risks faced by the Company and
countermeasures have been explained in “Part III Management Discussion and Analysis” herein,
which investors are kindly reminded to pay attention to.
Securities Times, China Securities Journal, Shanghai Securities News, 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 these media.
The Board has approved a final dividend plan as follows: based on the latest total 2,499,462,404
shares, a cash dividend of RMB5.80 (tax inclusive) per 10 shares is to be distributed to shareholders,
with no bonus issue from either profit or capital reserves.
This Report and its summary have been prepared in both Chinese and English. Should there be any
discrepancies or misunderstandings between the two versions, the Chinese version shall prevail.
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China Merchants Port Group Co., Ltd. Annual Report 2023
Table of Contents
Chairman’s Statement ....................................................................................................................... 1
Part I Important Notes, Table of Contents and Definitions........................................................... 4
Part II Corporate Information and Key Financial Information ................................................... 9
Part III Management Discussion and Analysis ............................................................................. 17
Part IV Corporate Governance ...................................................................................................... 62
Part V Environmental and Social Responsibility ....................................................................... 106
Part VI Significant Events............................................................................................................. 114
Part VII Share Changes and Shareholder Information ............................................................. 149
Part VIII Preference Shares.......................................................................................................... 159
Part IX Bonds ................................................................................................................................. 160
Part X Financial Statements .........................................................................................................173
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China Merchants Port Group Co., Ltd. Annual Report 2023
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. The 2023 Auditor's Report stamped by the accounting firm and signed and stamped by
registered accountants; and
III. Original copies of all documents and the announcements thereof disclosed in the Reporting
Period on Securities Times, China Securities Journal, Shanghai Securities News, Ta Kung Pao
(HK) and www.cninfo.com.cn.
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China Merchants Port Group Co., Ltd. Annual Report 2023
Definitions
Term Definition
The “Company”, “CMPort” or China Merchants Port Group Co., Ltd., formerly known as
“we” “Shenzhen Chiwan Wharf Holdings Limited”
CMG China Merchants Group Co., Limited
CMPort Holdings China Merchants Port Holdings Company Limited (00144.HK)
China Merchants Gangtong Development (Shenzhen) Co., Ltd., a
CMGD
Broadford Global majority-owned subsidiary in Shenzhen
CND Group China Nanshan Development (Group) Inc.
Shenzhen Chiwan Wharf Holdings Limited (stock name: Chiwan
Chiwan Wharf
Wharf/ Chiwan Wharf-B; stock code: 000022/200022)
Malai Storage Shenzhen Malai Storage Co., Ltd.
China Merchants Port Investment Development Company
CMPID
Limited
The “Assets Purchase via Share Chiwan Wharf’s purchase of 1,313,541,560 ordinary CMPort
Offering” Holdings shares from CMPID via share offering
Broadford Global Limited, a wholly-owned subsidiary of CMG
Broadford Global
Hong Kong
CSRC China Securities Regulation Commission
TEU Twenty Foot Equivalent Unit
RCEP Regional Comprehensive Economic Partnership
The wharf e-commerce platform, i.e. the unified customer service
CM ePort
platform
Shunde New Port Guangdong Yide Port Limited
Dongguan Machong Dongguan Chiwan Port Service Co., Ltd.
SIPG Shanghai International Port (Group) Co., Ltd.
Ningbo Daxie China Merchants International Container Terminal
CMICT
Co., Ltd.
Ningbo Port Ningbo Zhoushan Port Company Limited
Liaoning Port Co., Ltd., formerly known as Dalian Port (PDA)
Liaoning Port/ Dalian Port
Company Limited
Yingkou Port Yingkou Port Co., Ltd.
QQCTU Qingdao Qianwan United Container Terminal Co., Ltd.
QQTU Qingdao Qianwan United Terminal Co., Ltd.
Qingdao Dongjiakou Qingdao Port Dongjiakou Ore Terminal Co., Ltd.
Laizhou Port Yantai Port Group Laizhou Port Co. LTD
Tianjin Port Container Terminal Tianjin Port Container Terminal Co., Ltd.
Shantou Port Shantou CMPort Group Co., Ltd.
Zhangzhou Port Zhangzhou China Merchants Port Co., Ltd.
Xiamen Port Zhangzhou China Merchants Xiamen Port Affairs Co., Ltd.
Zhanjiang Port Zhanjiang Port (Group) Co., Ltd.
CMCS China Merchants Container Services Limited
Modern Terminals Modern Terminals Limited
Taiwan Kao Ming Container Kao Ming Container Terminal Corp.
7
China Merchants Port Group Co., Ltd. Annual Report 2023
CICT Colombo International Container Terminals Ltd.
HIPG Hambantota International Port Group
TCP TCP Participaes S.A.
LCT Lome Container Terminal Ltd.
TICT Tin-Can Island Container Terminal Ltd.
PDSA Port de Djibouti S.A.
Kumport Liman Hizmetleri ve Lojistik Sanayi ve Ticaret Anonim
Kumport
Sirketi
TL Terminal Link S.A.S.
CMBL China Merchants Bonded Logistics Co., Ltd.
China Merchants Hoi Tung China Merchants Hoi Tung Trading Company Limited
NPH PT Nusantara Pelabuhan Handal TBK
Haixing Harbor Shenzhen Haixing Harbor Development Co., Ltd.
State-Owned Assets Supervision and Administration Commission
SASAC of the State Council
of the State Council
CMB China Merchants Bank Co., Ltd.
Zhejiang Provincial Seaport Investment & Operation Group Co.
Seaport Group
Ltd.
Ningbo Zhoushan Port Group Ningbo Zhoushan Port Group Co., Ltd.
Cyber Chic Company Limited, a wholly-owned subsidiary of the
Cyber Chic Company’s majority-owned subsidiary China Merchants Port
Holdings Company Limited
The cninfo website www.cninfo.com.cn
SZSE Shenzhen Stock Exchange
The “Articles of Association” The Articles of Association of China Merchants Port Group Co.,
Ltd.
Expressed in the Chinese currency of Renminbi
RMB
Expressed in tens of thousands of Renminbi
RMB’0,000
Expressed in hundreds of millions of Renminbi
RMB’00,000,000
(unless otherwise specified)
Note: In this Report, certain total numbers may not be exactly equal to the summation of their sub-
item numbers as a result of roundoff.
8
China Merchants Port Group Co., Ltd. Annual Report 2023
Part II Corporate Information and Key Financial Information
I Corporate Information
CM Port Group/
Stock name Stock code 001872/201872
CM Port Group B
Stock exchange for stock
Shenzhen Stock Exchange
listing
Company name in Chinese 招商局港口集团股份有限公司
Abbr. 招商港口
Company name in English China Merchants Port Group Co., Ltd.
Abbr. CMPort
Legal representative Xu Song
23-25/F, China Merchants Port Plaza, 1 Gongye 3rd Road,
Registered address
Zhaoshang Street, Nanshan, Shenzhen, PRC
Zip code 518067
On 14 December 2018, the Company completed the formalities
with the competent industrial and commercial administration to
change its registered address from “8/F, Chiwan Petroleum Plaza,
Changes of registered address
Zhaoshang Street, Nanshan, Shenzhen, PRC” to “23-25/F, China
Merchants Port Plaza, 1 Gongye 3rd Road, Zhaoshang Street,
Nanshan, Shenzhen, PRC”.
23-25/F, China Merchants Port Plaza, 1 Gongye 3rd Road,
Office address
Zhaoshang Street, Nanshan, Shenzhen, PRC
Zip code 518067
Company website http://www.cmp1872.com
Email address Cmpir@cmhk.com
II Contact Information
Board Secretary Securities Representative
Name Li Yubin Hu Jingjing
24/F, China Merchants Port
24/F, China Merchants Port Plaza,
Plaza, 1 Gongye 3rd Road,
Address 1 Gongye 3rd Road, Zhaoshang
Zhaoshang Street, Nanshan,
Street, Nanshan, Shenzhen, PRC
Shenzhen, PRC
Tel. +86 755 26828888 +86 755 26828888
Fax +86 755 26886666 +86 755 26886666
Email address Cmpir@cmhk.com Cmpir@cmhk.com
III Media for Information Disclosure and Place where this Report Is Lodged
Stock exchange website where this Report is
http://www.szse.cn
disclosed
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China Merchants Port Group Co., Ltd. Annual Report 2023
Securities Times, China Securities Journal,
Media and website where this Report is
Shanghai Securities News, and
disclosed
www.cninfo.com.cn
Place where this Report is lodged Board Office
IV Change to Company Registered Information
Unified social credit
91440300618832968J
code
On 14 December 2018, the Company changed its business scope registered
with the industrial and commercial administration. The new business scope
includes: construction, management and operation of ports and wharves;
bonded warehousing of various goods for import and export; development,
construction and operation of supporting parks in ports; loading, unloading,
transhipment, warehousing and transportation of international and
domestic goods and processing of goods; devanning and LCL operations,
cleaning, repairing, manufacturing and leasing of containers; international
freight forwarding; vehicle and ship leasing; the provision of ship and port
Change to principal
services including the provision of fuels, supplies and daily necessities for
activity of the
ships; ship towing (no operation using foreign ships); leasing and repair
Company since going
services of port facilities, equipment and machinery; import and export of
public (if any)
various goods and technologies on a self-operation or agency basis,
excluding the goods and technologies restricted or forbidden for import and
export by the state; port logistics and port information technology
consulting services; technical development and services in respect of
modern logistics information systems; supply chain management and
related services; design of logistics plans; engineering project
management; development, research and consulting services in respect of
port engineering technologies. (In respect of any operations that require
approval according to law, the approval must be obtained before operation).
1. On 8 June 2018, as the ownership of 209,687,067 Chiwan Wharf shares
formerly held by CND Group and 161,190,933 Chiwan Wharf shares
formerly held by Malai Storage was officially transferred to CMGD,
CMGD, holding 57.52% of the Company’s outstanding share capital,
became the controlling shareholder of the Company. Meanwhile, CMG
remains the actual controller of the Company.
2. On 26 December 2018, the Company issued RMB-denominated
ordinary shares (A-shares) at RMB21.46/share to CMPID for the
Every change of
acquisition of the 1,313,541,560 CMPort Holdings ordinary shares that it
controlling shareholder
held. Upon the Acquisition, the Company’s total share capital has become
since incorporation (if
1,793,412,378 shares. Meanwhile, as Broadford Global controls an 87.81%
any)
aggregated voting right in the Company (direct interests and interests
through CMPID and CMGD), it is the direct controlling shareholder of the
Company. Meanwhile, CMG remains the actual controller of the Company.
3. Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd.
subscribed for 576,709,537 shares of the Company offered in a non-public
manner at RMB18.50 per share. The subscribed shares were floated on
Shenzhen Stock Exchange on 12 October 2022. Upon the Acquisition,
Broadford Global directly holds the Company’s equity and controls an
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China Merchants Port Group Co., Ltd. Annual Report 2023
63.02% aggregated voting right in the Company through controlling
CMPID and CMGD. Broadford Global is the direct controlling shareholder
of the Company. Meanwhile, CMG remains the actual controller of the
Company.
V Other Information
The independent audit 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.
Accountants writing
Li Weihua, and Wang Hongmei
signatures
The independent sponsor hired by the Company to exercise constant supervision over the Company
in the Reporting Period:
Name Office address Representatives Period of supervision
27/F and 28/F, Tower 2,
China International China World Trade Wu Jiaqing, and 12 October 2022 - 31
Capital Corporation Center, 1 Jianguomenwai Peng Yanzhe December 2023
Limited Avenue, Chaoyang
District, Beijing
No.111, Fuhua Yi Road,
China Merchants Futian Street, Futian Wang Dawei, 12 October 2022 - 31
Securities Co., Ltd. District, Shenzhen, and Li Mingze December 2023
Guangdong, P.R.China
VI Key Financial Information
Indicate by tick mark whether there is any retrospectively restated datum in the table below.
√ Yes □ No
On November 30, 2022, the Ministry of Finance promulgated the Interpretation of Accounting
Standards for Business Enterprises No. 16, in which the provision that "deferred income tax related
to assets and liabilities arising from single transactions does not apply to the accounting treatment
of initial recognition exemption" took effect on January 1, 2023. The Company has implemented
the above provisions since January 1, 2023, adopted the retrospective adjustment method for
accounting treatment, and restated the comparative annual financial statements.
2023-over-
2022 2021
2023 2022 change
Before Restated Restated Before Restated
Operating
revenue 15,750,475,780.22 16,230,489,127.55 16,230,489,127.55 -2.96% 15,283,808,174.60 15,283,808,174.60
(RMB)
Net profit
attributabl
3,571,800,762.16 3,337,446,222.82 3,338,693,816.70 6.98% 2,685,829,204.07 2,685,752,918.53
e to the
listed
11
China Merchants Port Group Co., Ltd. Annual Report 2023
company’s
shareholde
rs (RMB)
Net profit
attributabl
e to the
listed
company’s
shareholde 3,339,226,783.73 3,345,170,153.81 3,365,017,880.33 -0.77% 2,355,700,274.23 2,373,623,431.15
rs before
exceptiona
l gains and
losses
(RMB)
Net cash
generated
from/used
in 6,579,606,635.17 6,920,377,390.35 6,920,377,390.35 -4.92% 6,510,326,570.48 6,510,326,570.48
operating
activities
(RMB)
Basic
earnings
per share 1.43 1.61 1.61 -11.18% 1.40 1.40
(RMB/sha
re)
Diluted
earnings
per share 1.43 1.61 1.61 -11.18% 1.40 1.40
(RMB/sha
re)
Weighted
average
6.35% 7.54% 7.54% -1.19% 6.99% 6.99%
return on
equity (%)
Change of
31
December
31 December 31 December 2022 31 December 2021
2023 over 31
2023
December
2022 (%)
Before Restated Restated Before Restated
Total
assets 198,557,296,667.26 197,525,530,887.76 197,587,102,447.31 0.49% 175,984,101,168.66 176,040,600,182.21
(RMB)
Equity
attributabl
e to the
listed 58,847,592,947.55 54,267,143,304.02 54,291,425,886.65 8.39% 39,801,188,662.13 39,822,241,022.30
company’s
shareholde
rs (RMB)
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s
shareholders before and after exceptional gains and losses was negative for the last three accounting
12
China Merchants Port Group Co., Ltd. Annual Report 2023
years, and the latest independent auditor’s report indicated that there was uncertainty about the
Company’s ability to continue as a going concern.
□ Yes √ No
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s
shareholders before and after exceptional gains and losses was negative.
□ Yes √ No
The total share capital at the end of the last trading session before the disclosure of this Report:
Total share capital at the end of the last trading session
2,499,462,404
before the disclosure of this Report (share)
Fully diluted earnings per share based on the latest total share capital above:
Fully diluted earnings per share based on the latest total
1.4290
share capital above (RMB/share)
VII Accounting Data Differences under China’s Accounting Standards for Business
Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign
Accounting Standards
1. Net Profit and Equity under CAS and IFRS
□ Applicable √ Not applicable
No difference for the Reporting Period.
2. Net Profit and Equity under CAS and Foreign Accounting Standards
□ Applicable √ Not applicable
No difference for the Reporting Period.
3. Reasons for Accounting Data Differences between Domestics and Foreign Accounting
Principle
□ Applicable √ Not applicable
VIII Key Financial Information by Quarter
Unit: RMB
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China Merchants Port Group Co., Ltd. Annual Report 2023
Q1 Q2 Q3 Q4
Operating revenue 3,693,584,257.97 4,101,677,313.02 3,960,045,863.71 3,995,168,345.52
Net profit attributable to the
listed company’s 850,039,606.18 1,052,295,153.25 1,246,983,201.06 422,482,801.67
shareholders
Net profit attributable to the
listed company’s
724,465,592.72 1,076,927,780.43 1,201,169,655.63 336,663,754.95
shareholders before
exceptional gains and losses
Net cash generated
from/used in operating 699,050,929.84 1,611,794,376.12 1,578,995,551.67 2,689,765,777.54
activities
Indicate by tick mark whether any of the quarterly financial data in the table above or their
summations differs materially from what have been disclosed in the Company’s quarterly or semi-
yearly reports.
□ Yes √ No
IX Exceptional Gains and Losses
Unit: RMB
Item 2023 2022 2021 Note
The subsidiary of
the Company was
publicly listed on
the Beijing Equity
Exchange to
Gain or loss on transfer 45% of the
disposal of non- equity of Ningbo
current assets Daxie, and
(inclusive of 231,205,985.85 -104,372,804.10 233,551,553.79 recognized the
impairment long-term equity
allowance write- investment disposal
offs) income of
205,336,602.02
yuan, which was
recognised as
exceptional gain
this year.
Government grants
recognised in
current profit or
loss (exclusive of
those that are
closely related to
the Company's 149,238,503.34 150,227,881.76 270,061,990.27 -
normal business
operations and
given in accordance
with defined criteria
and in compliance
with government
policies, and have a
14
China Merchants Port Group Co., Ltd. Annual Report 2023
continuing impact
on the Company's
profit or loss)
Gain or loss on fair-
The price of
value changes in
Qingdao Port shares
financial assets and
held by Company
liabilities held by a
has increased
non-financial
compared to the
enterprise, as well
beginning of the
as on disposal of
year, and the fair
financial assets and 73,352,800.52 -129,033,650.11 221,242,275.17
value loss has
liabilities (exclusive
decreased year-on-
of the effective
year due to the
portion of hedges
conversion of
that arise in the
Antong Holdings to
Company’s
equity method
ordinary course of
accounting.
business)
Capital occupation
charges on a non-
financial enterprise
194,897,544.80 189,123,975.49 232,343,789.35 -
that are charged to
current profit or
loss
Reversed portions
of impairment
allowances for
receivables which 52,962,785.14 18,730,660.58 93,196.96 -
are tested
individually for
impairment
Current profit or
loss on subsidiaries
obtained in business
combinations
involving
enterprises under - - -3,255,790.50 -
common control
from the period-
beginning to
combination dates,
net
Custodian fees
earned from - - 1,663,396.22 -
entrusted operation
Non-operating
income and expense 12,810,280.19 216,674,035.87 -4,065,501.22 -
other than the above
Other gains and
losses that meet the
definition of - -213,574,591.16 - -
exceptional
gain/loss
Less: Income tax
145,340,260.29 6,703,875.74 175,837,436.29 -
effects
15
China Merchants Port Group Co., Ltd. Annual Report 2023
Non-controlling
interests effects (net 336,553,661.12 147,395,696.22 463,667,986.37 -
of tax)
Total 232,573,978.43 -26,324,063.63 312,129,487.38 --
Particulars about other gains and losses that meet the definition of exceptional gain/loss:
□ Applicable √ Not applicable
No such cases for the Reporting Period.
Explanation of why the Company reclassifies recurrent gain/loss as an exceptional gain/loss item
listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering
Their Securities to the Public—Exceptional Gain/Loss Items:
□ Applicable √ Not applicable
No such cases for the Reporting Period.
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China Merchants Port Group Co., Ltd. Annual Report 2023
Part III Management Discussion and Analysis
I. Industry Overview of the Company during the reporting period
1. External environment analysis
(1) Macroeconomic environment
In 2023, the global economy showed its resilience to some extent. Even though some extreme
circumstances of the international community’s concern, such as economic recession and deep-rooted
financial crisis, were not observed, most countries have been plagued by the sluggish economic
recovery. In view of the continuous adjustment of the global economic landscape, severe geopolitical
situations, frequent regional conflicts, a rampant backlash against globalization, the markedly rising
unilateralism and protectionism, price fluctuations in the commodity market, persistent inflation and
the accumulated global financial market risks, the global economic development has been faced with
risks and challenges. The widening global divergence, especially in emerging markets and developing
economies, has become increasingly pronounced among regions, bringing more uncertainties to
global economic development and not conducive to a sound recovery of the global economy.
According to the “World Economic Outlook” published by the International Monetary Fund (“IMF”)
in January 2024, the global economy in 2023 was expected to increase by 3.1% year-on-year,
representing a decrease of 0.4 percentage points. Specifically, developed economies were expected
to grow by 1.6%, representing a decrease of 1.0 percentage points year-on-year, while emerging
markets and developing economies were expected to grow by 4.1%, keeping flat year-on-year.
According to the report published by the U.S. Department of Commerce, the U.S. GDP grew by 2.5%
year-on-year in 2023, up 0.6% quarter-on-quarter. According to statistics of Eurostat, affected by the
technical recession experienced by the economy, in 2023, the Eurozone GDP was expected to grow
by 0.5% year-on-year, among which German GDP dropped by 0.3% year-on-year, and in the fourth
quarter of 2023, French GDP kept flat quarter-on-quarter, up 0.9% year-on-year in the year. In the
third quarter, Japanese GDP recorded its first negative quarterly growth since 2023, and was expected
to drop by 0.5% quarter-on-quarter. With the improvement of exports and private consumption, in the
fourth quarter of 2023, South Korea's GDP grew by 0.6% quarter-on-quarter, and up 1.4% year-on-
year in the year. In terms of global trade, the volume of global trade was expected to grow by 0.8%
in 2023, far below half the forecast in April 2023, which was mainly due to a slowdown in trade
affected by inflation in developed countries and certain regions.
In the face of a complex and interwoven international environment, China has adhered to the general
principle of seeking progress while maintaining stability, made solid efforts to promote high-quality
development and focused on expanding domestic demand, improving the economic structure,
boosting confidence and preventing and defusing risks, which could be seen from the constantly
effective macro-control policies and increasingly improved market demand. According to the
statistics of the National Bureau of Statistics of China, China’s GDP increased by 5.2% in 2023,
taking the lead among the global major economies in terms of economic growth. On the whole, China
has survived under the external economic downward pressure, continued to stabilize the scale and
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China Merchants Port Group Co., Ltd. Annual Report 2023
improve the structure, constantly gathered positive strength through various precise and targeted
domestic policies, showing an overall positive development trend. According to the statistics
published by the General Administration of Customs of the People's Republic of China, the total value
of imports and exports of trade in goods in China amounted to RMB41.76 trillion in 2023,
representing an increase of 0.2% year-on-year, among which the total export value was RMB23.77
trillion, representing an increase of 0.6% year-on-year, and the total import value was RMB17.99
trillion, representing a decrease of 0.3% year-on-year.
The global industrial and supply chain showed a development trend toward fragmentation and
regionalization. RCEP has continually delivered policy dividends within two years after its being into
effect, and industrial cooperation among its members has been constantly deepened, which has further
resulted in the significantly reduced intra-regional trade costs, providing real benefits to participants
and helping stabilize regional economic development through win-win cooperation. In 2023, the
RMB-denominated imports and exports of China, Singapore, Vietnam, Australia and other members
increased by 2.2%, 5.0% and 9.8%, respectively. The development of digital intelligence technologies
such as big data, artificial intelligence, cloud computing, Internet of Things and blockchain provide
new directions for the international economy and trade, reduce information asymmetry issues arising
in trade, change the international supply-demand relationship, exert a profound impact on the trade
model, structure and pattern, and gradually promote and improve the platform-based trade ecosystem,
which will further improve the utilization rate of production factors and the efficiency of trade
operations.
Looking ahead to 2024, the global economy will maintain its slow growth but remain to be sluggish,
with a moderate recovery in international trade. The global economy maintained its slow recovery
due to uncertainties arising from macro-systemic risks. If the "black swan" events such as the spread
of the conflict between Russia and Ukraine concur and increase, it may result in inflation and the
reoccurrence of strong unpredictable fluctuations in bulk commodities, which may disturb the
economic growth of various countries. On the other hand, the recovery of the services sector and the
decline in core inflation provide favorable support for the economic development in 2024. The IMF
expects the global economy to grow by 3.1% in 2024, among which advanced economies, emerging
market and developing economies grow by 1.5% and 4.1%, respectively.
In 2024, in order to further promote economic recovery, there are certain difficulties and challenges
to be overcome by China, mainly including insufficient effective demand, overcapacity in some
industries, weak social expectations, numerous latent risks, blockades in the domestic economic
circulation and rising complexity, severity and uncertainty in the external environment, which will
exert certain pressure on economic growth. However, relying on China's mature and complete
industrial and supply chain production advantage and hypermarket superiority, China’s imports and
exports occupy a vital position in the international market, plus the coordinated development of the
digital economy and the green economy, laying a good foundation for accelerating the construction
of a modern industrial system. In the next stage, the Chinese government will continue to take the
domestic market as the mainstay while letting domestic and foreign markets boost each other, and the
open and huge Chinese market will continue to support the economy through its imports and exports.
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China Merchants Port Group Co., Ltd. Annual Report 2023
(2) Market environment of the port and shipping industry
The international shipping industry has been deeply affected by the remodeling of the global industrial
and supply chain, resulting in significant adjustment of the route layout in 2023. In order to ensure
the security and stability of the supply chain, developed countries have implemented strong policy
intervention in the global industrial and supply chain that has been in good and long-time operation,
promoting chain links to develop toward short chain, nearshoring and friendshoring. Due to the
concurrence and increase of "black swan" events such as the spread of the conflict between Russia
and Ukraine, a chain effect such as route detour and a surge in shipping costs/freight rates triggered
by "Houthi factor (胡塞因素)", the maritime interests of several countries have been damaged. The
transshipment of the global trade in goods has also been interfered, with increased instabilities in
global shipping and global supply chain.
In 2023, uncertainties in the container market increased, resulting in a supply-demand imbalance in
container shipping market. On the demand side, the purchasing managers' index (PMI) for the global
manufacturing fell back, and the overall demand for container shipping was weak. The Baltic and
International Maritime Council (BIMCO) forecast global container traffic growth of -0.5% to 0.5%
in 2023. On the supply side, the global shipyards delivered a total of 350 container ships in 2023,
with a total capacity of 2.20 million TEU, breaking the record of 1.70 million TEU delivered in 2015,
nearly double the number and total capacity delivered last year, and the supply of capacity far
outweighs the growth of demand, thus there is less room and possibility for container freight rates to
rise in the short term. It is expected that more capacity will be unleashed in 2024, and shipping
companies will face greater pressure on the operation. Therefore, such companies will focus on cost
control and business diversification to ensure profits, including optimizing fleet capacity, reducing
charter costs, slow sailing, extending to both ends of the shipping logistics chain and investing in
zero-carbon fields.
Affected by the global economy and trade and the international shipping industry, the global major
hub locations recorded a weak growth of container throughput, but the production situation of Asian
ports presented a certain resilience, in the second half of 2023, except for the continuous decline in
container throughput in European and American ports, the container throughput in major ports in
other regions was back to growth. Drewry, a shipping consultancy, expected global port throughput
growth of 3% between 2024 and 2027. The total container business volume handled at global major
hub locations decreased slightly, mainly due to significant business volume decline in Europe and
North America. According to the statistics of Alphaliner, a shipping consultancy, the total container
throughput of the world's top 20 ports amounted to 277.99 million TEUs for the first three quarters
of 2023, representing a decrease of 0.4% year-on-year, and the container throughput growth varied
among regions. Benefiting from the overall recovery of China's economic performance, the effect of
economy-driven trade has been lasting, and the foreign trade maintains its stable growth and quality
improvement, and the business volume handled by ports in mainland China keeps its growth trend,
still ranking the world. According to the data released by the National Bureau of Statistics, in 2023,
China's mainland ports completed a cumulative container throughput of 310.34 million TEU, an
increase of 4.9%. The cumulative cargo throughput of 17 billion tons, an increase of 8.2%.
19
China Merchants Port Group Co., Ltd. Annual Report 2023
(3) The Company’s industry position
The Company is a leading global port investor, developer and operator. As one of the top port
operators in the world, the Company has the resource endowment and unique advantages to build a
world-class comprehensive port service provider. In terms of scale, as at the end of the reporting
period, the Company has established a relatively complete port network across major hub locations
along coastal China, with its presence in 51 ports in 26 countries and regions including Asia, Africa,
Europe, Oceania, South and North America. In 2023, according to the statistics of Alphaliner, the
Company's equity throughput of containers ranked third among the global port operators in terms of
the growth of top 20 ports in the third quarter. In terms of quality, the master terminals controlled by
the Company have occupied various market and regional leading positions, continued to promote
ESG construction, and strived to create an ESG port benchmark in the industry. In addition, leveraging
on the good ground of port technology and based on the CTOS system self-developed by CMPort,
the Company has worked out the worldwide first full-case, full-time, all-regime and multi-factor
traditional container terminal upgrading solution, and has built the trade facilitation platform for the
Guangdong-Hong Kong-Macao Greater Bay Area through blockchain technology, which has been
extended to 30 terminals to help enhance the trade facilitation level in the Greater Bay Area. In terms
of performance, the Company has continually promoted high-quality development and has been an
industry leader in terms of net profit margin and overall labour productivity and other indicators.
II. Principal activities of the Company during the reporting period
The Company's core business includes major port business and comprehensive development business,
and the nurturing business includes smart technology business and ecological extension business.
The major port business includes containers and bulk cargo handling and warehousing services. The
Company has established a comprehensive port network across the hub locations along coastal China,
and the terminals which the Company invested in or invested in and managed are located in hub
locations across Hong Kong, Taiwan, Shenzhen, Ningbo, Shanghai, Qingdao, Tianjin, Dalian,
Zhangzhou, Zhanjiang, and Shantou, as well as in Asia, Africa, Europe, Oceania, South and North
America, amongst others. In terms of port investment, the Company puts emphasis on its presence in
global major hub locations, gateway ports and regions with huge market potential, rapid economic
growth and promising development, in order to capture investment opportunities in ports, logistics
and related infrastructure and further improve the global port network.
In terms of the comprehensive development business, leveraging on the innovative park business
models and services, the Company conducts in-depth exploration of synergy value between ports and
parks, and provides customers with diversified value-added services, including warehousing leasing,
customs clearance, division or merger of cargoes, documentation services, amongst others, in
Shenzhen Qianhaiwan Bonded Port Zone, Qingdao Qianwan Bonded Port Zone, Tianjin Dongjiang
Bonded Port Zone, Djibouti International Free Trade Zone, Hambantota Industrial Park,.
In terms of the smart technology business, the Company utilizes cutting-edge digital technology to
fully leverage its advantages of big data and rich application scenarios, drives its industrial
20
China Merchants Port Group Co., Ltd. Annual Report 2023
digitalization and digital industrialization, and provides customers with premium port services
through smart port solutions, an open platform for smart ports and smart port technology operations.
In terms of the ecological extension business, which is based on ports as the core and includes port
tugboat service, tallying business and engineering supervision and management business, the
Company integrates the port ecological service resources, promotes the collaboration and cooperation
between the upstream and downstream of the port logistics value chain and lays a key focus on the
openness and sharing of resources, to advance the smooth trade development as well as the efficient
operation of the logistics, information flow and capital flow of the port service chain and further help
customers reduce costs and increase efficiency.
The main business segments of the Company are as follows:
Business
Business content
segments
Port investment:
●The Company puts emphasis on its presence in global major hub
locations, gateway ports and regions with huge market potential, rapid
economic growth and promising development, in order to capture
investment opportunities in ports, logistics and related infrastructure,
and further improve the global port network.
Port operation:
Major port
business ●Containers: The Company provides ship berthing, loading and
unloading services to ship companies, offers container storage service
to ship companies and cargo owners and provides overhead box
services to tractor companies. The Company also engages in the
businesses of division or merger of cargoes in containers, container
Core leasing and container maintenance;
business ●Bulk cargoes: the Company is engaged in bulk cargo handling and
transportation in port zones, as well as storage services in yards. The
major types of cargoes handled include food, steel, woods and
sandstones.
The Company provides various services, including warehouse/yard
leasing, loading and unloading in warehouses/yards, customs clearance
and division or merger of cargoes at terminals, intermodal
transportation, logistics and transportation and value-added
Comprehensive warehousing services for clients (including logistics companies, trading
development companies or cargo owners). Relying on the port-surrounding land
business resources, the Company conducts the comprehensive development to
enhance the land value as well as the value of commercial properties,
and provides its customers with quality property leasing and other
related services.
Nurturing Smart The Company focuses on smart port solutions, an open platform for
business technology smart ports and smart port technology operation, accelerates the
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China Merchants Port Group Co., Ltd. Annual Report 2023
business industry upgrading from "digitization" to "digital intelligence",
continues to empower the core businesses of port production,
management, service and ecology, and injects new momentum into port
enterprises through digital technology.
The business is based on ports as the core and includes port tugboat
service, tallying business and engineering supervision and management
business, and the Company integrates the port ecological service
Ecological resources, promotes the collaboration and cooperation between the
extension upstream and downstream of the port logistics value chain and lays a
business key focus on the openness and sharing of resources, to advance the
smooth trade development as well as the efficient operation of the
logistics, information flow and capital flow of the port service chain
and further help customers reduce costs and increase efficiency.
III. Core Competitiveness Analysis
1. Sound shareholder background and resource integration capability
CMG, the de facto controller of the Company, was the Hundred Years' central State-owned enterprises
starting with port shipping logistics business that owns excellent reputation and resources available
in the industry.
Founded in 1872, CMG is an integrated and diversified key enterprise under the direct administration
of the PRC central government, also a one of the four major Chinese enterprises in Hong Kong with
two global companies counted on Fortune Global 500 list. Currently, it mainly focuses on three core
industries, namely transportation & logistics, integrated finance and comprehensive development of
cities and industrial zones. In recent years, CMG successively realized the transformation from these
three primary industries to the three major platforms of industrial management, financial services,
investment and capital operation, and also began to deploy its footprint in big health, testing and other
sectors.
CMG’s Transportation & Logistics Business Department includes port, highway, energy shipping,
logistics, naval architecture and marine engineering businesses, and has a wide range of coordinated
space for industrial chain service. Acceleration of international development and improvement on
logistics network layout will effectively bolster CMPort’s capabilities related to create a world-class
port investment and operation platform which can gives a global push as well as an interconnected
international port comprehensive service system.
2. Professional and high-efficiency global port investment capability
The Company focuses on port investment, grasps global trend and seizes opportunities in region to
achieve full-process and full-cycle management on investments.
As an important carrier for domestic and overseas port investment and operation of CMG, CMPort
has over 20 years of experience for port investment and over 10 years thereof for overseas investment.
22
China Merchants Port Group Co., Ltd. Annual Report 2023
A scientific and professional investment management system has been set up with a research team
specialized in investment global which owns a wealth of experience in policy research, industry
analysis, risk control, fund raising, post-investment management. The Company continues to work in
development of global industrial supply chain, keeps up with major strategic opportunities in
domestic and dynamic investment opportunities in overseas and properly invests in hub and gateways
of strategic significance around the world.
The Company strives to balance its investment portfolio within the regional and life cycle of ports.
Adhering to the principle of “extensive consultation, joint development and shared benefits”, its
overseas business has developed local-based business operation and formed a community of shared
future based on the consolidation of connectivity and cooperation and expanded new international
cooperation, to the greater extent that capability strengthened in coping with various risks such as
industry fluctuations, trade conflicts and emergencies.
3. Fleshing out the port comprehensive management capability
The Company has committed to port operation and improved comprehensive management capability
through application of digital intelligence technology and integrated platform.
The Company endeavors to operation management of port business for years, based on digital
management and cost control with aiming at improving quality and efficiency, and thus forms an
industry-leading port operational management system. Self-developed Smart Management Platform
(“SMP”) is a united platform that runs through the whole process, connects the whole scene, and
docks the whole system of the enterprise, so as to achieve comprehensive digital management of
business process. It provides a one-stop operating model for the Decision-making personnel,
Management and Executive to support the management decision based on the presentation and
analysis of global business core data. In addition, the Company keeps applying measures of cost
control and forms a complete system thereof, and achieves cost savings and efficiency gains in
practice and effectivity manner with respect of process optimization, resource conservation,
technological innovation, realizing its potential according to such policy and optimized allocation.
The port comprehensive management capability of the Group sustained for years has marked a good
reputation in the industry.
4. Continuously optimized supply chain comprehensive service capability
The Company adheres to create values on the port-centered blockchain as well as the port-linked
logistics chain.
With the objective of becoming a high-quality and world-class comprehensive port service provider,
the Company keeps enhancing corporate value. Firstly, in respect of the advanced comprehensive
development capability, taking port business as the core and leveraging the synergy of different port
zones as well as city-industry integration, the Company explores the comprehensive port development
model of “Port-Park-City”. Based on the traditional loading and discharging and ancillary services at
ports, it gradually established the comprehensive development model offering high value-added
23
China Merchants Port Group Co., Ltd. Annual Report 2023
services to enterprises. Currently, the Company has participated in promoting the comprehensive port
development model of “Port-Park-City” in various overseas regions and has achieved remarkable
results and helped foster new profit growth points for the Company. Secondly, in respect of modern
comprehensive logistics service capability, in view that the shipping and port sectors gradually shifted
to form alliances, the Company is actively integrating its domestic and overseas port assets and
capitalises on its relatively complete global port network to provide customers with comprehensive
port logistics service solutions, forming its unique competitive strength based on resources such as
maritime logistics, land transportation, storage, logistics and trading from CMG.
5. Self-innovative intelligent port construction capability
The Company rises to the call of the industry, pushing for traditional industrial upgrading, and its
progress sets the direction of intelligent port construction.
The Company sticks into the promotion of digitalization transformation, leads technologies
innovation and industrial application by combining with new technology and development and
releases overall solutions for smart ports featuring CMPort’s characteristics. In terms of the core
production system between the port and the park, although the self-developed system of CMIT, a
high-tech enterprise under the Company broke the monopoly of foreign suppliers, it still stresses the
importance of intensifying related scientific research, with strengths concentrated on new structure
and intelligent upgrade of CTOS system. In terms of industrial network platform construction, we
have updated comprehensive service platform to 3.0 version, i.e., “CM ePort 3.0” which is based on
global port network of the Company to provide the port shipping logistics industry with the one-stop
port integrating services including intelligent logistics, intelligent port as well as intelligent finance
and business. The construction of intelligent port ecology circle leverages such system for achieving
innovation of port business model. In terms of the construction of intelligent port, Mawan Smart Port
of the Company taking a lead from traditional bulk terminals upgraded to 5G intelligent port that
integrating 5G, Beidou system, artificial intelligence, automation and other scientific and intelligence
technologies. It has greatly improved productivity, green degree and management level of the port
and achieved good economic and social benefits. With the SMP as the main achievement, "Research
and Application of Comprehensive Smart Management Platform for Large Port Groups based on Big
Data Analysis" of CMPort was awarded the special prize of the 2023 Science and Technology Prize
of China Port and Harbors Association, playing a demonstration role in the industry.
IV. Core business analysis
1. Port business review
(1) Overview of port business
In 2023, the Company’s ports handled a total container throughput of 180.195 million TEUs, up
23.5% year-on-year, and a bulk cargo volume of 1,250 million tonnes, up 69.6% year-on-year, which
was mainly thanks to the business volume of Ningbo Port included in the Company since October
2022, contributing business increment of the Company with container throughput of 31.374 million
24
China Merchants Port Group Co., Ltd. Annual Report 2023
TEUs and bulk cargo throughput of 490 million TEUs in the year. For container business, the
Company’s ports in Mainland China handled a container throughput of 140.306 million TEUs,
representing a year-on-year increase of 33.4%, and ports in Hong Kong and Taiwan regions
contributed a total container throughput of 5.825 million TEUs, representing a year-on-year decrease
of 15.5%, with the total container throughput handled by the Company’s overseas ports of 34.064
million TEUs, representing a year-on-year increase of 0.6%. In terms of bulk cargo business, the
Company’s ports in Mainland China handled a bulk cargo volume of 1,248 million tonnes, up 70.0%
year-on-year, with the bulk cargo volume handled by the Company’s overseas ports of 6.915 million
tonnes, up 25.2% year-on-year.
Table 3-1 Throughput of the Company and changes in 2023
Item 2023 2022 Changes
Container throughput (’0,000
18,019.5 14,594.8 23.5%
TEU)
Among which: Mainland China 14,030.6 10,517.4 33.4%
Hong Kong and Taiwan 582.5 689.7 -15.5%
Overseas 3,406.4 3,387.7 0.6%
Bulk cargo volume (’0,000
125,449.6 73,953.4 69.6%
tonnes)
Among which: Mainland China 124,758.1 73,400.8 70.0%
Overseas 691.5 552.6 25.2%
Note: 1. The statistics represents the total throughput of the holding subsidiaries, associates and joint
ventures of the Company; 2. On September 2022, the Company being a strategic investor has
completed the subscription of 2021 non-public A share issuance of Ningbo Port, representing holding
23.08% equities of Ningbo Port in total and became the second largest shareholder of such company.
As such, the Company has been including the business volume of Ningbo Port since October 2022.
(2) Operation condition of port business by region
Table 3-2 Container throughput of the Company and changes in 2023 (in’0,000 TEU)
Region and port company 2023 2022 Changes
West Shenzhen Port
Holding 1,358.2 1,332.3 1.9%
Zone
Pearl River company Shunde New Port 38.5 41.0 -6.0%
Delta
Joint stock Chu Kong River Trade
87.9 87.1 0.9%
company Terminal
Joint stock
SIPG Group 4,915.8 4,730.0 3.9%
Yangtze River company
Delta Joint stock
Ningbo Zhoushan Port 4,272.0 1,134.6 276.5%
company
25
China Merchants Port Group Co., Ltd. Annual Report 2023
Tianjin Port Container
822.2 848.1 -3.1%
Terminal
Joint stock
Bohai Rim QQCTU 1,065.0 934.9 13.9%
company
Liaoning Port Co., Ltd. 1,143.8 1,089.7 5.0%
South-East Holding Zhangzhou Port 35.6 33.2 7.2%
region company Shantou Port 164.4 163.0 0.9%
South-West Holding Zhanjiang Port 127.1 123.4 3.0%
region company
Holding
company
/Joint CMCS/Modern Terminals 415.5 484.9 -14.3%
Hong Kong and stock
Taiwan company
Joint stock
Taiwan Kao Ming Container 167.0 204.8 -18.5%
company
CICT 324.8 321.5 1.0%
Holding
TCP 125.3 115.6 8.4%
company
LCT 160.1 160.3 -0.1%
Overseas TL 2,544.1 2,575.9 -1.2%
Joint stock Kumport 131.7 120.9 8.9%
company PDSA 88.7 63.5 39.7%
TICT 31.7 30.0 5.7%
Total 18,019.5 14,594.8 23.5%
Note: On September 2022, the Company being a strategic investor has completed the subscription of
2021 non-public A share issuance of Ningbo Port, representing holding 23.08% equities of Ningbo
Port in total and became the second largest shareholder of such company. As such, the Company has
been including the business volume of Ningbo Port since October 2022.
Table 3-3 Bulk cargo volume handled by the Company and changes in 2023 (in’0,000 tonnes)
Region and port company 2023 2022 Changes
West Shenzhen Port
1,616.1 1,860.5 -13.1%
Holding Zone
Pearl River company Dongguan Machong 1,701.6 1,501.5 13.3%
Delta Shunde New Port 660.9 627.1 5.4%
Joint stock Chu Kong River
398.7 424.8 -6.1%
company Trade Terminal
Joint stock
SIPG Group 8,401.0 7,817.0 7.5%
Yangtze River company
Delta Joint stock Ningbo Zhoushan
64,533.0 15,094.0 327.5%
company Port
26
China Merchants Port Group Co., Ltd. Annual Report 2023
Joint stock QQTU 1,392.2 1,363.8 2.1%
company Qingdao Port
7,463.7 7,221.1 3.4%
Dongjiakou
Bohai Rim Liaoning Port Co.,
25,126.6 25,442.4 -1.2%
Ltd.
Laizhou Harbour
2,021.3 1,907.5 6.0%
Affairs
Zhangzhou Port 916.6 838.3 9.3%
South-East Holding Xia Men Bay
619.6 607.5 2.0%
region company Terminals
Shantou Port 461.6 381.4 21.0%
South-West Holding
Zhanjiang Port 9,445.0 8,313.9 13.6%
region company
Holding
HIPG 245.6 129.4 89.8%
company
Overseas
Joint stock Kumport 44.8 14.5 208.4%
company PDSA 401.1 408.6 -1.8%
Total 125,449.6 73,953.4 69.6%
Note: On September 2022, the Company being a strategic investor has completed the subscription of
2021 non-public A share issuance of Ningbo Port, representing holding 23.08% equities of Ningbo
Port in total and became the second largest shareholder of such company. As such, the Company has
been including the business volume of Ningbo Port since October 2022.
Pearl River Delta region
The West Shenzhen Port Zone handled a total of container throughput of 13.582 million TEUs, up
1.9% year-on-year, and a bulk cargo volume of 16.161 million tonnes, down 13.1% year-on-year,
which was influenced by business structure adjustment in West Shenzhen Port Zone. Shunde New
Port handled a container throughput of 0.385 million TEUs, down 6.0% year-on-year, which was
mainly influenced by the supply and demand in the international shipping market with the lower
demand for import and export from Europe and America; and a bulk cargo volume of 6.609 million
tonnes, up 5.4% year-on-year, mainly benefiting from the increase of steel volume driven by rising
demand from manufacturing enterprises. Dongguan Machong handled a bulk cargo volume of 17.016
million tonnes, representing an increase of 13.3% year-on-year, mainly due to the expansion of grain-
forage market. Chu Kong River Trade Terminal handled a total of container throughput of 0.879
million TEUs, up 0.9% year-on-year, and a bulk cargo volume of 3.987 million tonnes, down 6.1%
year-on-year.
Yangtze River Delta region
SIPG handled a container throughput of 49.158 million TEUs, up 3.9% year-on-year, and a bulk cargo
volume of 84.01 million tonnes, up 7.5% year-on-year, mainly due to the lower base in the same
period last year. Ningbo Zhoushan Port handled a container throughput of 42.72 million TEUs, and a
bulk cargo volume of 645.33 million tonnes.
27
China Merchants Port Group Co., Ltd. Annual Report 2023
Bohai Rim region
QQCTU delivered a container throughput of 10.65 million TEUs, up 13.9% year-on-year, mainly
benefiting from the adjustment of business policies and more routes. QQTU delivered a bulk cargo
volume of 13.922 million tonnes, up 2.1% year-on-year. Qingdao Port Dongjiakou handled a bulk
cargo volume of 74.637 million tonnes, representing a year-on-year increase of 3.4%. Liaoning Port
Co., Ltd. handled a container throughput of 11.438 million TEUs, up 5.0% year-on-year, mainly
benefiting from the recovery of vessels in the foreign trade routes; and a bulk cargo volume of 251.266
million tonnes, down 1.2% year-on-year. Laizhou Harbour Affairs handled a container throughput of
20.213 million tonnes, representing a year-on-year increase of 6.0%, mainly benefiting from the
expansion of crude oil business. Tianjin Port Container Terminal handled a container throughput of
8.222 million TEUs, representing a year-on-year decrease of 3.1%.
South-East region
Zhangzhou Port handled a container throughput of 0.356 million TEUs, up 7.2% year-on-year, mainly
benefiting from sources expansion of weighted boxes in hinterland trade and increased routes and
increment brought by sea-rail joint transportation, and a bulk cargo volume of 9.166 million tonnes,
up 9.3% year-on-year, which was mainly due to the supportive policies of food and wood business.
Xia Men Bay Terminals handled a bulk cargo volume of 6.196 million tonnes, representing a year-
on-year increase of 2.0%. Shantou Port handled a container throughput of 1.644 million TEUs, up
0.9% year-on-year, and a bulk cargo volume of 4.616 million tonnes, up 21.0% year-on-year, mainly
benefiting from business growth in coal import.
South-West region
Zhanjiang Port handled a container throughput of 1.271 million TEUs, up 3.0% year-on-year, and a
bulk cargo volume of 94.45 million tonnes, up 13.6% year-on-year, mainly benefiting from expansion
of iron ore, coal and food business.
Hong Kong and Taiwan regions
CMCS and Modern Terminals in Hong Kong delivered a total of container throughput of 4.155
million TEUs, representing a year-on-year decrease of 14.3%, which was influenced by annually
decreased transfer business in Hong Kong and recovery of domestic supply business to Hong Kong.
Kao Ming Container in Taiwan handled a total of container throughput of 1.67 million TEUs,
representing a year-on-year decrease of 18.5%, mainly caused by decreased transfer business.
Overseas regions
In Sri Lanka, CICT handled a container throughput of 3.248 million TEUs, representing a year-on-
year increase of 1.0%, which represents increased market share and unchanged competitive advantage
in regional markets. HIPG handled bulk cargo volume of 2.456 million tonnes, up 89.8% year-on-
year, mainly benefiting from expansion of oil and gas business; RO-RO volume handled by HIPG
28
China Merchants Port Group Co., Ltd. Annual Report 2023
was 0.7 million vehicles, up 25% year-on-year, consolidating its position as the regional transfer
centre. TCP in Brazil handled a container throughput of 1.253 million TEUs, representing a year-on-
year increase of 8.4%, mainly benefiting from further business structure optimization and increased
market shares of weighted boxes and refrigerators. LCT in Togo handled a container throughput of
1.601 million TEUs, representing a year-on-year decrease of 0.1%. TICT in Nigeria handled a
container throughput of 0. 317 million TEUs, representing a year-on-year increase of 5.7%. Port de
Djibouti S.A. (PDSA) in Djibouti handled a container throughput of 0.887 million TEUs, up 39.7%
year-on-year, mainly benefiting from expansion of international transfer business, and a bulk cargo
volume of 4.01 million TEUs, down by 1.8% year-on-year. In Turkey, Kumport handled a container
throughput of 1.317 million TEUs, up 8.9% year-on-year, mainly benefiting from new-added airline,
and a bulk cargo volume of 0.448 million tonnes, up 208.4% year-on-year, mainly benefiting from
increasingly rising building materials exported. Terminal Link handled a container throughput of
25.441 million TEUs, representing a year-on-year decrease of 1.2%.
2. Implementation of business plan during the Reporting Period
During the Reporting Period, in face of the complicated and changing situation for global supply
chain, the Company adhered to the general thrust of seeking progress while maintaining stability,
continued to overcome challenges and record steady growth by focusing on “high-quality
development” and endogenous growth as well as innovation and upgrade, made breakthrough in
“finely developing in Southeast Asia” and progress in lean operation as well as continuously broke
through the bottlenecks of homebase ports, and achieved better performance with higher quality with
respect to construction of homebase ports, technological innovation, market expansion, operation
management, deepening reform, comprehensive development, ESG construction and other aspects.
(1) As for the construction of homebase ports, strengthening regional position and extending
value chain. The business volume of the West Shenzhen homebase port recorded a steady growth.
The container business created a record high in its market share in foreign trade in the Guangdong-
Hong Kong-Macao Greater Bay Area, representing a better performance than the overall level of the
Guangdong-Hong Kong-Macao Greater Bay Area. In addition, the coordinated ports model in the
Guangdong- Hong Kong-Macau Greater Bay Area has been promoted to other regions on an ongoing
basis. The Company efficiently propelled the development of the coordinated ports system covering
the West Shenzhen Port Zone and the river ports in the Pearl River Delta region by integrating the
functions of the blockchain platform of the coordinated port and the barge scheduling platform of the
Pearl River Delta region, which helped significantly streamline trade and logistics development in
the Greater Bay Area; With further consolidating the leading position of bulk cargo operations, the
Company continued to rank first in terms of its domestic market share of imported wheat, meals and
compound fertilizer. For Sri Lanka homebase port, the Company continued to promote the
construction of the international shipping hubs in South Asia. CICT continued to optimize the
structure of shipping routes by focusing on local volume of containers and consolidating the
foundation and created a record high in terms of its market share of local containers; the Company
continued to extend its industry chain and build a logistics ecosphere. With the official initiating of
trade and logistics project in South Asia, the Company made efforts to transform it into a new business
growth point. HIPG continued to strengthen its core competitiveness by enhancing its foundation of
29
China Merchants Port Group Co., Ltd. Annual Report 2023
RORO operations and actively exploring RORO value-added services, and also collaborated with
Sinopec in joint marketing of fuel oil , which contributed to a new breakthrough in refueling for main
channel ships and a history high in the business volume of RORO vehicles and fuel oil.
(2) In terms of technological innovation, promoting digital innovation and constructing smart
port. CMIT, a subsidiary of the Company, continued to increase investment in R&D of technologies,
steadily implemented the critical task to implement the structural upgrade of the Container Terminal
Operation System (CTOS) of Ministry of Transport, continued to optimize the proposal of
autonomous driving technology, sped up the R&D and promotion of products of comprehensive
service platform of “CM ePort”, and constantly promoted management delegation of the Smart
Management Platform (SMP). In 2023, significant results were made in implementing the critical
task of CTOS; “CM ePort” succeeded in entirely covering the domestic master terminals controlled
by the Company to provide customers with one-stop intelligent services; The construction of data
base of CMPort, business process platform, data indicator platform and global monitoring center has
been finished on the “SMP” platform, and was comprehensively applied into the process management
and operation analysis of enterprises. The project won the first prize in the operation management
category of the first State-Owned Enterprise Digital Scene Professional Competition by SASAC and
the Special Award for Science and Technology Progress Award issued by the China Ports & Harbours
Association in 2023.
(3) In terms of overseas expansion, implementing key projects and making breakthroughs in
key areas. In April 2023, an agreement on the South Asia Commercial and Logistics Hub in Colombo
Port was officially signed. The project, with a total investment of US$392 million, is implemented by
adopting the “Build-Operate-Transfer (BOT)” model, will provide a superior logistics and
warehousing facility, and will offer the full gamut of services such as container disassembling and
loading, bonded warehousing, free port operations, warehouse leasing and harbour trade logistics.
The project will not only significantly improve the logistics services there, but will also attract more
business and container volumes to Colombo Port, further strengthening the position of Colombo Port
as an important hub in South Asia. In November 2023, China Merchants Port (a holding subsidiary
of the Company) acquired 51% of the shares of PT Nusantara Pelabuhan Handal Tbk (NPH) at a
consideration of approximately US$61.20 million and will become its controlling shareholder. NPH
is a company listed on the Indonesia Stock Exchange and principally engaged in the provision of
container, multipurpose and general terminal services and provision of engineering services for port
equipment. It operates two container terminals at Jakarta Port, the largest port in Indonesia. This
acquisition is a great progress for the Company to expand its business in Southeast Asia and will
further enable the Company to share the dividends brought by the rapid development of the RCEP
region.
(4) In terms of operation management, facilitating intelligence-driven operation and deepening
lean management. By taking SMP as a starting point, the Company built a one-stop comprehensive
management platform of CMPort, supporting the business analysis of all modules, namely containers,
bulk cargos, logistics park, comprehensive development and intelligent technology. SMP takes digital
technology as the key force and applies smart tools to drive the transformation of means, modes and
concepts of the operation and management of CMPort. At present, the Company has substantially
30
China Merchants Port Group Co., Ltd. Annual Report 2023
realized the classification and management of information of lifetime of assets, the standardization
and online presence of major business processes. Besides, the Company also optimizes the
engineering management system and strengthens lifecycle management of major projects; optimizes
its profitability and constantly developed measures to enhance its quality and efficiency; optimizes
and reshapes its business and financial analysis framework to strictly control the increase of cost and
expenses; deepens cost control to form a normalization mechanism of cost reduction and higher
efficiency. The streamline operation of the Company has achieved phased results.
(5) In terms of deepening reform, deeply implementing the “Double-Hundred Action” and
stimulating Company vitality. The Company has deeply implemented the “Double-Hundred
Action”. By focusing on "improving the core competitiveness of the enterprise and enhancing core
functions", the Company developed a reform implementation plan of the "Double Hundred Action"
for CMPort (2023-2025) and working record, specifying the goals, tasks, timetable and road map in
the next round of reform. In 2023, the Company has achieved full coverage of tenure system and
contractual management, improved the market-oriented salary distribution mechanism, strengthened
the performance salary dual benchmarking, and explored the construction of a diversified and
international incentive system that combines short and medium term incentives, and supplements
cash and equity incentives. In May 2023, SASAC of the State Council released the special appraisal
results of “Double-Hundred Enterprises” of 2022 and the Company received “Excellent” title for its
outstanding achievements and remarkable reform results.
(6) In terms of comprehensive development, domestic parks advancing together and overseas
parks developing against the trend. China Merchants Bonded has achieved effective utilization of
new warehouses at a rate of over 95%. The export service platform for new energy vehicles has
performed well. Qingdao Bonded has maintained a stable occupancy rate, and diversified self-
operated business, achieving a doubled inbound logistics year-on-year. The Hambantota Port
Industrial Park has further explored the market, and realized a significant improvement on the quality
of customers. In 2023, 12 new customers have signed contracts to settle in the park, contributing to a
total of 51 companies settled in; the Djibouti International Free Trade Zone has signed contracts with
351 companies, with container yard fully occupied and warehouse occupied over 96%.
(7) In terms of ESG construction, actively implementing the ESG concept and having won
multiple awards. In 2023, under the guidance of the ESG strategic plan, the Company further
improved the comprehensive ESG management system, compiled an ESG work manual and
promoted the ESG upgrade of overseas projects. By focusing on main port business and industry
priorities, the Company fully leveraged its sufficient resources to promote more distinctive ESG
practices. The Company has been selected into the "China ESG Listed Companies First 100" list and
"China Top 100 ESG Listed Companies", and has also been included in the "CSI Securities Times
ESG Top 100 Index". In 2023, the MSCI rating of China Merchants Port (the Company's holding
subsidiary), was upgraded by two levels from "CCC" to "BB".
31
China Merchants Port Group Co., Ltd. Annual Report 2023
3. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2023 2022
As % of Change
As % of total
total (%)
Operating revenue operating Operating revenue
operating
revenue (%)
revenue (%)
Total 15,750,475,780.22 16,230,489,127.55 -2.96%
By operating division
Port operations 15,036,273,586.66 95.47% 15,626,802,064.84 96.28% -3.78%
Bonded
532,670,444.04 3.38% 445,592,537.09 2.75% 19.54%
logistics service
Property
development 181,531,749.52 1.15% 158,094,525.62 0.97% 14.82%
and investment
By operating segment
Mainland
China, Hong
10,958,608,605.93 69.58% 12,105,380,701.20 74.58% -9.47%
Kong and
Taiwan
Other countries
4,791,867,174.29 30.42% 4,125,108,426.35 25.42% 16.16%
and regions
(2) Operating Division, Product Category, Operating Segment or Sales Model Contributing
over 10% of Operating Revenue or Operating Profit
Unit: RMB
YoY
YoY
YoY change in
Gross change in
change in gross
Operating revenue Cost of sales profit operating
cost of profit
margin revenue
sales (%) margin
(%)
(%)
By operating division
Port
15,036,273,586.66 8,796,081,230.13 41.50% -3.78% -3.90% 0.08%
operations
By operating segment
Mainland
China, Hong
10,958,608,605.93 7,201,809,031.78 34.28% -9.47% -7.22% -1.60%
Kong and
Taiwan
Other
countries and 4,791,867,174.29 2,116,377,675.97 55.83% 16.16% 12.09% 1.60%
regions
Core business data of the prior year restated according to the changed statistical caliber for the
Reporting Period:
32
China Merchants Port Group Co., Ltd. Annual Report 2023
□ Applicable √ Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
□ Yes √ No
(4) Execution Progress of Major Signed Sales and Purchase Contracts in the Reporting Period
□ Applicable √ Not applicable
(5) Breakdown of Cost of Sales
Unit: RMB
2023 2022
Operating As % of Change
Item As % of
division total cost (%)
Cost of sales total cost of Cost of sales
of sales
sales (%)
(%)
Loading
and
Port operations 8,796,081,230.13 94.40% 9,153,516,391.90 94.85% -3.90%
unloading
services
Bonded
Logistics
logistics 289,816,313.93 3.11% 280,270,213.56 2.90% 3.41%
service
service
Other Properties 232,289,163.69 2.49% 216,675,107.48 2.25% 7.21%
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
√ Yes □ No
On 8 August 2023, the transfer of 45% equity interest in Ningbo Daxie China Merchants International
Terminals Co., Ltd. (hereinafter referred to as “Ningbo Daxie”) by the Company’s subsidiary Cyber
Chic Company Limited through public tender was completed. The Company no longer holds equity
interests in Ningbo Daxie, which is thus no longer a subsidiary within the scope of the Company's
consolidated financial statements.
The Company’s subsidiary China Merchants International Technology Co., Ltd. (hereinafter referred
to as “CMIT”) transferred 100% equity interests in Yingkou Port Information Technology Co., Ltd.
(hereinafter referred to as “YPIT”) and 79.03% equity interests in Dalian Port Logistics Network Co.,
Ltd. (hereinafter referred to as “DPN”) to Liaoning Port Co., Ltd. (hereinafter referred to as “Liaoning
33
China Merchants Port Group Co., Ltd. Annual Report 2023
Port”). YPIT and DPN completed the alteration of their registered information with the competent
industrial and commercial administration in association with the aforesaid transaction in November
2023. As such, YPIT and DPN are no longer subsidiaries within the scope of the Company's
consolidated financial statements.
(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period
□ Applicable √ Not applicable
(8) Major Customers and Suppliers
Major customers:
Total sales to top five customers (RMB) 4,223,089,383.16
Total sales to top five customers as % of total sales of the
Reporting Period (%) 26.81%
Total sales to related parties among top five customers as % of
total sales of the Reporting Period (%) 0.00%
Top five customers:
Sales revenue
As % of total sales revenue
No. Customer contributed for the
(%)
Reporting Period (RMB)
1 Customer A 2,007,111,746.88 12.74%
2 Customer B 754,791,701.68 4.79%
3 Customer C 737,970,284.02 4.69%
4 Customer D 396,722,960.42 2.52%
5 Customer E 326,492,690.16 2.07%
Total -- 4,223,089,383.16 26.81%
Other information about major customers:
□ Applicable √ Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB) 789,890,887.34
Total purchases from top five suppliers as % of total
12.33%
purchases of the Reporting Period (%)
Total purchases from related parties among top five suppliers
0.00%
as % of total purchases of the Reporting Period (%)
Top five suppliers:
Purchase in the Reporting As % of total purchases
No. Supplier
Period (RMB) (%)
1 Supplier A 329,518,663.16 5.14%
34
China Merchants Port Group Co., Ltd. Annual Report 2023
2 Supplier B 141,671,251.97 2.21%
3 Supplier C 139,554,424.91 2.18%
4 Supplier D 96,633,378.98 1.51%
5 Supplier E 82,513,168.32 1.29%
Total -- 789,890,887.34 12.33%
Other information about major suppliers:
□ Applicable √ Not applicable
4. Expense
Unit: RMB
Reason for any
2023 2022 Change (%) significant
change
Administrative
1,776,641,155.38 1,765,094,736.51 0.65% -
expense
Mainly due to the
impact of
exchange rate
changes, the net
exchange loss
Finance costs 1,839,113,328.14 2,258,713,672.42 -18.58%
caused by foreign
exchange
adjustment
decreased year-
on-year
Mainly due to the
decrease in R&D
R&D expense 223,739,072.07 287,706,178.70 -22.23%
expenditure this
year
5. R&D Investments
Main R&D Objective to be Expected impact on the
Project purpose Project progress
project achieved Company
Develop a new
generation of
automated
production Comprehensively create
Have standardised
Project for management a new generation of
product functions with
developing the system for CTOS product based on
external applications
core container terminal, microservice
designed with more
technology in that is controlled in It is now under architecture driven by
plugins. Meet customer
TOS for an integrated, development. big data, with the focus
needs at a low cost and
automated intelligent and on the digitalised and
be more efficient in
container coordinated intelligent upgrading of
replication and
terminal manner, applicable traditional container
promotion.
to traditional terminals.
container terminals.
Adopt multi-
platform,
35
China Merchants Port Group Co., Ltd. Annual Report 2023
distributed and
microservice
architecture, driven
by big data, and
develop core
algorithms and
make
breakthroughs
based on AI
technology and
operations
optimisation
technology, to
reshape the
intelligent
integrated operation
and control mode
and technology
system of container
terminals.
It aims to address
the difficulties of
the production
organization and
Its objective is to
intelligent
realize routine dual-
management of the
flow loading, The implementation
bulk cargo wharves
unloading, and mixing, capacity can be driven
and focus on It has been put
significantly improve to improve and a green
efficiency into operation
Intelligent bulk loading capacity while port can be constructed
improvement, cost and will be
cargo wharves improving the through technical
control, security improved on an
capabilities of the transformation, thus
guarantee, on-going basis.
wharves and mixing creating intelligent bulk
standardized
operation, and reduce cargo wharves.
management, and
wharf operating
environmental
personnel.
protection to drive
sustainable and
green development
of the port.
Its objective is to
As the port business
realize the online
handling platform
operation of the ship
for external The dispersive
service module,
customers of each customer service
documentation service
port of the CM Port demands of each wharf
R&D of the It has been module, container
Group, it aims to will be integrated to
CM ePort V3.0 applied to nine service module, bulk
maximumly realize become the unified
product wharves. cargo service module,
the online external customer
commercial service
processing of service portal of the
module, regulation
offline business CM Port Group.
service module, inquiry
processes of the
services, and customer
port’s customers.
services.
The professional Build eight major Manage and monitor
Energy and
management business modules, carbon emissions more
carbon It has been
system is used for including effectively, facilitating
management released.
accurate collection comprehensive cockpit, the adoption of
platform
and refined enterprise information appropriate energy-
36
China Merchants Port Group Co., Ltd. Annual Report 2023
management of management, data saving and emission
energy collection, energy and reduction measures. Be
consumption data carbon analysis, early able to follow progress
of subordinate units warning center, in the implementation
under CM Port knowledge center, of emission reduction
Group, which project management projects. Perform
empowers it to and control, and back- environmental
enhance the office management. protection
effectiveness of Roll out functions such responsibility to
energy and carbon as remote docking of promote sustainable
management electrical energy data development.
through statistics, and one-button push of
measurement and the Group’s energy
analysis on carbon saving and
emissions. environmental
protection management
system.
Enrich the functions of
CTOS products to
Build a set of
enhance the support for
scheduling and
terminals in horizontal
management system for
Develop the automated
unmanned container
solution of transportation scenario
truck fleet, where the
R&D project autonomous driving and significantly
existing production
for unmanned system at the improve the intelligent
system CTOS at the
driving terminal, and level and core
It is now under terminal can connect
dispatch dispatch the fleet to competitiveness of such
development. with unmanned trucks,
system ensure the mixed products. Support both
to manage the
supporting traffic of automatic the upgrading of
unmanned truck fleet in
mixed traffic driving vehicles traditional terminals
a unified manner and
and manned and the production and
conduct the horizontal
vehicles. operation of fully
automated
automated terminals in
transportation within
terms of horizontal
the port area.
transportation
automation.
Based on the
Mawan Smart Port
system, it aims to
utilize such It will improve the
Function technologies as AI, Its objective is to overall efficiency of
enhancement 5G, Beidou visualize the positions tractors in West
of the positioning, and of all tractors at the port Shenzhen ports as well
It is now under
intelligent digital twin in the transportation as the safe production
development
whole-field technology to process and optimize environment, save
and fine-tuning.
dispatching dispatch tractors and improve the energy, reduce carbon
module of within the whole efficiency of tractors in emissions, and reduce
tractors field of the three West Shenzhen ports. the cost of a single
ports of West container.
Shenzhen to
improve tractor
efficiency.
Make port facility Facilitate the digital Build digitalised port
Visual security
security more upgrading of port security to support
information It is now under
intelligent, build the security through heavy and complex
platform of the development.
framework of information technology security work by
South China
digital security and provide more strengthening security
37
China Merchants Port Group Co., Ltd. Annual Report 2023
Management management comprehensive, monitoring and
Center information accurate and real-time standardizing security
platform, and security management business operation
integrate various information. procedures.
security modules.
Provide interfaces
for later
interconnection
with managing
units to realize data
sharing for safety
supervision and
real-time
management of
internal safety
information.
It will facilitate the
expansion of waterway
It aims to connect Its objective is to transport transfer
all customs offices establish core port business in the
in the Greater Bay logistics data standards Guangdong-Hong
Area, achieve and platforms with Kong-Macao Greater
mutual blockchain network Bay Area, improve the
connectivity, technology as the basis dominant role and core
Customs
mutual trust and It is now under of scientific and competitiveness of
clearance
mutual recognition customized technological Shenzhen Western Port
project for the
among customs development, innovation to simplify Area in the market,
Greater Bay
areas, and realize optimization the cargo clearance innovate the technology
Area
dynamic and real- and expansion. procedures, enhance the application of smart
Blockchain
time monitoring of comprehensive port scenarios, extend
goods declaration, competitive strength of and expand intelligent
release, inspection ports, and realize the financial services, and
and arrival and innovation of contribute to the
departure at hub supervision technology sustainable and healthy
ports. and mode. development of
intelligent port new
ecology.
Details about R&D personnel:
2023 2022 Change (%)
Number of R&D
758 1,028 -26.26%
personnel
R&D personnel as %
5.52% 6.51% -0.99%
of total employees
Education background —— —— ——
Bachelor’s degree 431 665 -35.19%
Master’s degree 51 73 -30.14%
Doctoral degree 2 2 0%
Others 274 288 -4.86%
Age structure —— —— ——
Below 30 182 209 -12.92%
30~40 312 401 -22.19%
Over 40 264 418 -36.84%
38
China Merchants Port Group Co., Ltd. Annual Report 2023
Note: The data of R&D personnel from 2022 will be counted according to the index definition of Ministry of
Transport.
Details about R&D investments:
2023 2022 Change (%)
R&D investments
(RMB) 243,835,440.24 295,509,765.04 -17.49%
R&D investments
as % of operating 1.55% 1.82% -0.27%
revenue
Capitalized R&D
investments (RMB) 54,083,098.04 38,808,729.08 39.36%
Capitalized R&D
investments as % of
total R&D 22.18% 13.13% 9.05%
investments
Reasons for any significant change to the composition of the R&D personnel and the impact:
Affected by the transfer of Ningbo Daxie and the split of CMIT, the number of R&D personnel of the
company declined in 2023. Excluding the above factors, the number of R&D personnel of the
company will be 618 in 2022, an increase of 22.65% in 2023.
Reasons for any significant YoY change in the percentage of R&D investments in operating revenue:
□ Applicable √ Not applicable
Reason for any sharp variation in the percentage of capitalized R&D investments and rationale:
□ Applicable √ Not applicable
6. Cash Flows
Unit: RMB
Item 2023 2022 Change (%)
Subtotal of cash
generated from operating 17,000,495,102.94 17,929,072,211.60 -5.18%
activities
Subtotal of cash used in
operating activities 10,420,888,467.77 11,008,694,821.25 -5.34%
Net cash generated
from/used in operating 6,579,606,635.17 6,920,377,390.35 -4.92%
activities
Subtotal of cash
generated from investing 35,753,871,407.49 43,633,757,210.28 -18.06%
activities
Subtotal of cash used in
investing activities 31,986,686,794.41 57,597,705,841.12 -44.47%
39
China Merchants Port Group Co., Ltd. Annual Report 2023
Net cash generated
from/used in investing 3,767,184,613.08 -13,963,948,630.84 126.98%
activities
Subtotal of cash
generated from financing 35,969,147,411.79 59,806,176,788.35 -39.86%
activities
Subtotal of cash used in
financing activities 43,953,840,588.20 52,289,938,319.06 -15.94%
Net cash generated
from/used in financing -7,984,693,176.41 7,516,238,469.29 -206.23%
activities
Net increase in cash and
cash equivalents 2,451,304,159.48 839,954,233.26 191.84%
Explanation of why any of the data above varies significantly on a year-on-year basis:
Cash used in investing activities declined 44.47% year-on-year, primarily driven by the decreased
equity investments and structured deposits purchases.
Net cash generated from investing activities rose 126.98% year-on-year, primarily driven by a bigger
reduction in cash used in investing activities than in cash generated from investing activities.
Cash generated from financing activities declined 39.86% year-on-year, primarily driven by the
receipt of funds raised through a private placement of A-stock shares last year, with no comparable
fund raising activities in the current year.
Net cash generated from financing activities declined 206.23% year-on-year, primarily driven by a
larger reduction in cash generated from financing activities than in cash used in financing activities.
The net increase in cash and cash equivalents increased 191.84% year-on-year, mainly driven by the
combined impact of operating, financing and investing cash flows.
Explanation of why net cash generated from/used in operating activities varies significantly from net
profit of the Reporting Period:
□ Applicable √ Not applicable
V Analysis of Non-main Businesses
Unit: RMB
As % of Recurrent
Amount Main source/reason
total profit or not
40
China Merchants Port Group Co., Ltd. Annual Report 2023
Income from investments in
Investment associates and joint ventures,
6,348,676,940.80 72.15% which were mainly due to the Yes
income net profit of Shanghai Port this
year
Change in
fair value 73,352,800.52 0.83% - Not
gain or loss
Asset
-2.17% Mainlyimpairmentthelosses
due to provision of
-191,297,311.28 Not
impairment asset
Non-
operating 87,302,024.12 0.99% - Not
income
Non-
operating 97,072,840.72 1.10% - Not
expense
Other
2.55% Mainly due to obtain
224,389,260.77 Not
income government subsidies
Gain/loss on
disposal of 36,759,532.61 0.42% - Not
assets
VI Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
31 December 2023 1 January 2023 Change Main reason
As % of As % of in for any
Amount total Amount total percenta significant
assets assets ge (%) change
Changes in
expenditures
Monetary on operating,
16,079,646,178.24 8.10% 13,615,928,739.40 6.89% 1.21%
assets investing and
financing
activities
Deconsolidat
ion of
Accounts CMICT and
1,103,901,466.25 0.56% 1,276,149,689.44 0.65% -0.09%
receivable enhanced
collection of
payments
Inventory 218,898,192.87 0.11% 225,122,821.48 0.11% 0.00% -
Investment
4,958,374,968.79 2.50% 5,123,690,119.56 2.59% -0.09% -
real estate
The swift to
Long-term the equity
equity 96,666,117,776.27 48.68% 92,364,293,919.05 46.75% 1.93% method for
investment the
measurement
41
China Merchants Port Group Co., Ltd. Annual Report 2023
of the
investment in
Antong
Holdings, as
well as share
of profits and
dividends
from investee
enterprises
Deconsolidat
ion of
CMICT and
Fixed assets 28,986,538,326.35 14.60% 32,033,326,083.50 16.21% -1.61%
the provision
for
depreciation
Projects Increased
under 2,909,817,281.46 1.47% 2,413,844,407.64 1.22% 0.25% engineering
construction inputs
Right assets 9,441,668,311.22 4.76% 9,342,642,222.33 4.73% 0.03% -
Increased
Short-term
15,714,045,288.97 7.91% 7,164,338,366.18 3.63% 4.28% short-term
borrowings
borrowings
Contract
142,080,101.00 0.07% 141,899,551.03 0.07% 0.00% -
liability
Increased
Long-term
18,227,543,954.71 9.18% 12,390,099,177.85 6.27% 2.91% long-term
payables
borrowings
Lease
1,001,172,206.92 0.50% 948,350,914.04 0.48% 0.02% -
liability
Held-for-
Changes in
trading
4,568,806,108.84 2.30% 2,998,781,599.63 1.52% 0.78% structured
financial
deposits
assets
Increased
Notes bank
325,150,195.09 0.16% 36,395,000.00 0.02% 0.14%
receivable acceptance
bills
Renewal of
PON
shareholder
Non-current advance due
assets due within one
17,451,380.98 0.01% 902,225,293.93 0.46% -0.45%
within one year, which
year was
transferred to
long-term
receivables
Recovery of
TL
shareholder
Long-term loan and
3,856,466,116.99 1.94% 5,661,327,499.07 2.87% -0.93%
receivables Renewal of
PON
shareholder
advance
42
China Merchants Port Group Co., Ltd. Annual Report 2023
The swift to
the equity
method for
Other non-
the
current
877,576,442.83 0.44% 1,745,740,896.41 0.88% -0.44% measurement
financial
of the
assets
investment in
Antong
Holdings
Decreased
Non-current
bonds
liabilities due
6,817,404,289.25 3.43% 11,641,223,688.95 5.89% -2.46% payable due
within one
within one
year
year
Decreased
Other current super-short-
2,143,842,534.53 1.08% 3,161,147,525.96 1.60% -0.52%
liabilities term
financings
Indicate whether overseas assets account for a high proportion of total assets.
√ Applicable □ Not applicable
Control Return As % of the Material
Asset value
measures to generated Company’s impairment
Asset Source (RMB’0,00 Location Operations
protect (RMB’0,00 net asset risk
0)
asset safety 0) value (yes/no)
Appointing
director,
supervisor
and senior
manageme
nt
/According
to the
political,
economic
and legal
Port
Acquired environme
Equity 15,123,090. investment
via share Hong Kong nt of 646,669.76 83.59% No
assets 34 and
offering different
operations
countries
and
regions,
establish a
targeted
internal
control
system and
early
warning
system.
Other
N/A
information
2. Assets and Liabilities at Fair Value
43
China Merchants Port Group Co., Ltd. Annual Report 2023
Unit: RMB
Impa
irme
nt
allo
wan
Gain/loss on Cumulative
ce
fair-value fair-value
Beginning mad Purchased in the Sold in the
Item changes in the changes Other changes Ending amount
amount e in Reporting Period Reporting Period
Reporting through
the
Period equity
Rep
ortin
g
Peri
od
Fina
ncial
asset
s
Held
-for-
tradi
ng
fina
ncial
asset
s
(excl
2,998,781,599.63 49,197,662.35 - - 29,767,450,209.48 28,197,763,397.26 -48,859,965.36 4,568,806,108.84
usiv
e of
deri
vativ
e
fina
ncial
asset
s)
Othe
r
non-
curr
ent 1,745,740,896.41 24,155,138.17 - - - 2,000,000.00 -890,319,591.75 877,576,442.83
fina
ncial
asset
s
Othe
r
equit
y
instr
171,945,275.02 - 3,205,467.88 - - - -17,689,094.74 157,461,648.16
ume
nt
inve
stme
nt
Subt
otal
of
fina 4,916,467,771.06 73,352,800.52 3,205,467.88 - 29,767,450,209.48 28,199,763,397.26 -956,868,651.85 5,603,844,199.83
ncial
asset
s
44
China Merchants Port Group Co., Ltd. Annual Report 2023
Rece
ivabl
es
163,766,913.10 - - - - - -161,765,243.64 2,001,669.46
fina
ncin
g
Tota
l of
the 5,080,234,684.16 73,352,800.52 3,205,467.88 - 29,767,450,209.48 28,199,763,397.26 -1,118,633,895.49 5,605,845,869.29
abov
e
Fina
ncial
- - - - - - - -
liabi
lities
Details of other changes:
Other changes in trading financial assets were mainly due to changes in structured deposits.
The main reasons for other changes in investments in other equity instruments were due to the
disposal of Ningbo Daxie.
Other changes in other non-current financial assets were primarily attributable to the transfer of
equity investments in Antong Holdings to long-term equity investment in associates.
Other changes in receivables financing are primarily attributable to changes in receivables
financing.
Significant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes √ No
3. Restricted Asset Rights as at the Period-End
The restricted monetary assets were RMB46,535,456.14 of security deposits and the frozen funds.
The carrying value of fixed assets as collateral for bank loans was RMB291,001,239.59.
The carrying value of intangible assets as collateral for bank loans was RMB457,654,685.65.
VII Investments Made
1. Total Investment Amount
Investment Amount in 2023 Investment Amount in 2022
Change (%)
(RMB) (RMB)
1,935,029,905.71 19,688,903,358.82 -90.17%
2. Major Equity Investments Made in the Reporting Period
□ Applicable √ Not applicable
45
China Merchants Port Group Co., Ltd. Annual Report 2023
3. Major Non-Equity Investments Ongoing in the Reporting Period
□ Applicable √ Not applicable
4. Financial Investments
(1) Securities Investments
Unit: RMB
A
cc F
ou u
nti n
Va
ng Cumulati Ac d
rie Na
m ve fair co i
ty Code me Gain/loss on fair Purchased
ea value Sold in the Gain/loss in un n
of of of Initial Beginning carrying value changes in in the Ending carrying
su changes Reporting the Reporting tin g
se securiti sec investment cost value the Reporting Reporting value
re recorded Period Period g s
cu es urit Period Period
m into ite o
rit ies
en equity m u
ies
t r
m c
od e
el
Ot
he
r
Fa no
O
ir n-
w
va cu
Qin n
St gda lu rre
f
oc 6198 o 124,405,138.80 e 139,233,775.66 16,703,109.95 - - - 11,040,295.43 158,062,729.23 nt
k Por u
m fin
t n
et an
d
ho cia
s
d l
as
set
s
Ot
he
r
Fa no
O
ir n-
w
va cu
Qin n
St gda lu rre
f
oc 601298 o 331,404,250.30 e 628,320,000.00 63,840,000.00 - - - 30,161,600.00 692,160,000.00 nt
k Por u
m fin
t n
et an
d
ho cia
s
d l
as
set
s
46
China Merchants Port Group Co., Ltd. Annual Report 2023
Ot
he
r
eq
Fa uit
O
ir y
w
Pet va ins
roc n
St lu tru
he f
oc 400032
mic 3,500,000.00 e 382,200.00 - - - - - 382,200.00 m
k u
al m en
n
A1 et t
d
ho in
s
d ve
st
m
en
t
Ot
he
r
eq
Fa uit
O
ir y
w
va ins
Gu n
St lu tru
ang f
oc 400009
Jia 27,500.00 e 17,000.00 - - - - - 17,000.00 m
k u
n1 m en
n
et t
d
ho in
s
d ve
st
m
en
t
Fa
O
ir
w
va
Ant n
St ong lu N
f
oc 600179 Hol 391,956.73 e 950,457,051.17 -57,896,503.19 - - - - - ot
k din u
m e
gs n
et
d
ho
s
d
Total 459,728,845.83 -- 1,718,410,026.83 22,646,606.76 0.00 0.00 0.00 41,201,895.43 850,621,929.23 -- --
Note: As at 31 December 2023, the Company and a subsidiary of the Company, Zhanjiang Zhongli
Ocean Shipping Tallying Co., LTD., held a combined 6.83% equity interest in Antong Holdings and
assigned one director to Antong Holdings, thus the Company had a significant influence on Antong
Holdings and its equity investment in Antong Holdings was changed from other non-current
financial assets to long-term equity investment in associates.
(2) Investments in Derivative Financial Instruments
□ Applicable √ Not applicable
47
China Merchants Port Group Co., Ltd. Annual Report 2023
5. Use of Funds Raised
(1) Overall Usage of Funds Raised
Unit: RMB’0,000
Proportio
The Amount
n of
Total usage of funds
Way Accumulati accumula
Total funds funds and raised
of Total funds Accumulative ve funds tive Total unused
Year Net proceeds used in the with destinat idle for
raisin raised fund used with usage funds funds
Current Period usage ion of over
g changed with
changed unused two
usage
funds years
changed
Privat
e
2022 1,066,912.64 1,063,253.33 852,717.05 2,313,092.05 0 0 0% 0 -- 0
place
ment
Total -- 1,066,912.64 1,063,253.33 852,717.05 2,313,092.05 0.00 0 - 0 -- 0
Explanation of overall usage of funds raised
Pursuant to the Reply of China Securities Regulatory Commission on the Approval of the Private Placement of China Merchants Port Group Co.,
Ltd. (ZJXK [2022] No. 1657), the Company issued, in a private placement, a total of 576,709,537 shares of RMB-denominated ordinary shares (A-
shares) to specified investors at a fixed price of RMB18.50/share, raising a total of RMB10,669,126,434.50, with the net amount after deducting
issuance costs (exclusive of tax) being RMB10,632,533,330.40. The actual amount deposited in the raised funds account was RMB10,642,126,434.50
(inclusive of to-be-deducted other issuance costs of RMB9,593,104.10. Following the arrival of the aforesaid funds on 15 September 2022, Deloitte
Touche Tohmatsu Certified Public Accountants LLP verified the funds raised in the private placement on 16 September 2022 and issued a Capital
Verification Report (DSB (Y) Z (22) No. 00471).
As of 31 December 2023, a total of RMB23,130,920,541.98 of raised funds had been used, including: (1) RMB10,727,170,541.98 used after the
arrival of the raised funds, including RMB7,600,000,000.00 for supplementing working capital and repaying debts in 2022 and RMB3,127,170,541.98
for supplementing working capital and repaying debts in 2023; (2) RMB3,750,000.00 for paying issuance costs; (3) RMB7,800,000,000.00 for
purchasing structured deposits (2022: RMB4,900,000,000.00; 2023: RMB2,900,000,000.00); (4) RMB500,000,000.00 for purchasing seven days call
deposits (2022: RMB200,000,000.00; 2023: RMB300,000,000.00); (5) RMB4,100,000,000.00 for purchasing term deposits (2022:
RMB1,900,000,000.00; 2023: RMB2,200,000,000.00).
As of 31 December 2023, the interest income in the account of raised funds minus service charges stood at RMB24,371,574.15 (2022:
RMB17,445,775.40; 2023: RMB6,925,798.75); the amount of structured deposits redeemed was RMB7,800,000,000.00 (2022:
RMB4,100,000,000.00; 2023: RMB3,700,000,000.00); the amount of income from structured deposits was RMB31,427,525.11 (2022:
RMB10,056,182.64; 2023: RMB21,371,342.47); the amount of term deposits redeemed was RMB4,100,000,000.00 (2023: RMB4,100,000,000.00);
the amount of income from term deposits was RMB28,079,452.66 (2023: RMB28,079,452.66); the amount of seven days call deposits redeemed was
RMB500,000,000.00 (2023: RMB500,000,000.00); and the amount of income from seven days call deposits was RMB4,915,555.56 (2023:
RMB4,915,555.56).
As of 31 December 2023, the raised funds had been used up, and the balance in the account of raised funds was nil. So far, the account of raised
funds has been cancelled.
(2) Commitment Projects of Fund Raised
Unit: RMB’0,000
Realiz Whether
Change Date of
Committed Investment reachin ed Whethe occurred
d or not
investment Accumulative incom r significa
(includi Committed Investment Investment schedule as g
project and investment the period- intende e in reached nt
ng investment amount after amount in the
super raise amount as of the the anticipa changes
partial amount adjustment (1) Reporting Period end (3)＝ d use of
fund period-end (2) Report ted in project
change (2)/(1) the
arrangement ing income feasibilit
s) project
Period y
Committed investment project
48
China Merchants Port Group Co., Ltd. Annual Report 2023
Replenishin
g working
capital and No 1,063,253.33 1,063,253.33 312,717.05 1,072,717.05 100.89% - N/A N/A N/A
repaying
debt
Subtotal of
committed
-- 1,063,253.33 1,063,253.33 312,717.05 1,072,717.05 -- -- N/A -- --
investment
project
Super raise fund arrangement
N/A
Subtotal of
super raise
-- - - - - -- -- 0 -- --
fund
arrangement
Total -- 1,063,253.33 1,063,253.33 312,717.05 1,072,717.05 -- -- N/A -- --
Condition
and reason
for not
reaching the
schedule and N/A
anticipated
income (by
specific
items)
Notes of
condition of
significant
changes N/A
occurred in
project
feasibility
Amount,
usage and
schedule of N/A
super raise
fund
Changes in
implementat
ion address
N/A
of
investment
project
Adjustment
of
implementat
N/A
ion mode of
investment
project
Upfront
investment
and transfer
N/A
of
investment
project
On September 29, 2022, the Company held the 7th Temporary meeting of the 10th Board of Directors in 2022 and the 4th Temporary
meeting of the 10th Board of Supervisors in 2022, deliberating and passing the Motion on Using Idle Raised Funds for Cash Management,
and agreed that the Company would use idle raised funds with a total amount not exceeding RMB10 billion for cash management. The
Use of idle funds in the above quota can be used on a rolling basis, and the quota is valid for 12 months from the date of the approval of the proposal
raised funds by the Board of Directors of the Company, and the idle cash management of the raised funds will be returned to the raised funds account
for cash after the expiration.
management As of December 31, 2023, the Company used temporarily idle raised funds to purchase structured deposits of RMB7.8 billion, of which:
purposes RMB4.9 billion in 2022 and RMB2.9 billion in 2023; Purchase a seven-day notice deposit of RMB500 million, including RMB200
million in 2022 and RMB300 million in 2023; Purchased time deposits of RMB4.1 billion, including RMB1.9 billion in 2022 and
RMB2.2 billion in 2023. The aforementioned structured deposits, seven-day notice deposits and time deposits have all been redeemed.
During the year, cash management generated revenue of RMB54.3664 million.
Amount of
surplus in
project
Income from wealth management and interest income
implementat
ion and the
reasons
49
China Merchants Port Group Co., Ltd. Annual Report 2023
Usage and
destination
N/A (account cancelled)
of unused
funds
Problems
incurred in
fund using
and N/A
disclosure or
other
condition
(3) Re-purposed Raised Funds
□ Applicable √ Not applicable
The company did not change the project of raising funds in the Reporting Period.
VIII Sale of Major Assets and Equity Investments
1. Sale of Major Assets
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Investments
Equi
Net Ratio ty
profit of the Exec
contri net inve uted
buted profit Relati stme as
to the contri onshi nt sche
Comp buted p dule
Trans any by the Relate betwe invo d or
Equit Index to
action from Effect sale Pricin d- en the lved not; Disc
Trans y Date disclose
price the on the of the g party transa has if losu
action invest of d
(RMB period Comp equity princi transa ction not, re
party ment sale been informat
’0,000 -begin any invest ple ction party give date
sold ion
) to the ment or not and all reaso
date to the the tran ns
of Comp Comp and
sale any’s any sferr meas
(RMB total ed ures
’0,000 profit or taken
) (%)
not
45% Effect Announc
equity ive ement
Ningb
intere utilisa No.
o
sts in tion 2023-
Zhous 22
Ningb of Throu 021 on
han 8 1,845, Mar
o asset gh the
Port Augus 000,0 No N/A Yes Yes ch
Daxie resour public Transfer
Comp t 2023 00 202
China ces, tender of 45%
any 3
Merch realisa Equity
Limit
ants tion Interest
ed
Intern of in
ationa asset Ningbo
50
China Merchants Port Group Co., Ltd. Annual Report 2023
l value Daxie
Conta and China
iner optimi Merchan
Termi sation ts
nal of Internati
Co., geogr onal
Ltd. aphica Terminal
l s Co.,
locati Ltd. by a
ons Majority
-owned
Subsidia
ry
through
Public
Tender,
Announc
ement
No.
2023-
046 on
Progress
of the
Transfer
of 45%
Equity
Interest
in
Ningbo
Daxie
China
Merchan
ts
Internati
onal
Terminal
s Co.,
Ltd. by a
Majority
-owned
Subsidia
ry
through
Public
Tender,
and
Announc
ement
No.
2023-
063 on
Progress
of the
Transfer
of 45%
Equity
Interest
51
China Merchants Port Group Co., Ltd. Annual Report 2023
in
Ningbo
Daxie
China
Merchan
ts
Internati
onal
Terminal
s Co.,
Ltd. by a
Majority
-owned
Subsidia
ry
through
Public
Tender
on
www.cni
nfo.com.
cn
IX Major Subsidiaries
Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10%
effect on the Company’s net profit
Unit: RMB
Relat
ionsh
ip
Principa
Name with Registered capital Total assets Net assets Operating revenue Operating profit Net profit
l activity
the
Com
pany
Busines
Shanghai
Joint s related
Internatio
stock to port,
nal Port
comp containe 23,284,144,750.00 203,575,515,172.97 136,186,412,306.99 37,551,570,005.56 16,208,778,069.60 14,007,787,452.35
(Group)
any r and
Co., Ltd.
terminal
Port
China business
Merchant , bonded
s Port Subsi logistics 48,730,938,830.02
Holdings diary and 151,230,903,375.40 104,970,107,380.42 10,503,277,811.44 7,531,020,573.54 6,466,697,575.11
(HKD)
Company property
Limited investm
ent
Busines
s related
Ningbo
to port,
Zhoushan Joint
integrate
Port stock
d 19,454,388,399.00 112,329,401,000.00 80,698,048,000.00 25,993,200,000.00 6,207,455,000.00 5,156,174,000.00
Company comp
logistics
Limited any
, and
(note)
trade
sales
Subsidiaries obtained or disposed in the Reporting Period:
52
China Merchants Port Group Co., Ltd. Annual Report 2023
How subsidiary was Effects on overall
Subsidiary obtained or disposed in the operations and operating
Reporting Period performance
Dalian Port Logistics Network Co.,
Transfer upon negotiation No significant impact
Ltd.
Yingkou Port Information
Transfer upon negotiation No significant impact
Technology Co., Ltd.
Ningbo Daxie China Merchants
International Container Terminal Transfer upon negotiation No significant impact
Co., Ltd.
FORTUNE CENTRE GROUP
Newly incorporated No significant impact
LIMITED
SOUTH ASIA COMMERCIAL
Newly incorporated No significant impact
AND LOGISTICS HUB LIMITED
Zhanjiang Zhangang Technology
De-registered No significant impact
Co., LTD
Notes of major holding companies and joint stock companies
There is no information on major holding companies and joint stock companies for the Company to
disclose during the Reporting Period.
X. Structured Bodies Controlled by the Company
Applicable √ Not applicable
XI Outlook for the Future Development of the Company
1. Layout and trends of the industry
In terms of the international economy and trade, the global economic structure continues to undergo
profound adjustments, and the impact of major international events such as the Russia-Ukraine
conflict, the Palestinian-Israeli conflict and the Red Sea crisis will remain for a long time. The
widening global divergence, especially in emerging markets and developing economies, has become
increasingly pronounced among regions. Meanwhile, the elections in major countries will bring more
uncertainty to the world, which have an adverse effect on the steady recovery of the global economy.
However, the recovery of service industry and the decline of core inflation will be favorable
supporting factors for economic development for the coming year.
In terms of the domestic economy and trade, China continues to advance the “14th Five-Year Plan”
in a strong and orderly manner. By adhering to the general tone of striving for progress while
maintaining stability, China accelerates its construction of a new development pattern and focuses on
promoting high-quality development to comprehensively deepen reform and opening-up while
implementing the new development philosophy fully, accurately and comprehensively. China will
consolidate and strengthen the positive trend of economic recovery and continuously promote
effective economic improvement in quality and reasonable growth in quantity. With policies to
stabilize economy gradually implemented and effects of trade agreements continuously released, the
53
China Merchants Port Group Co., Ltd. Annual Report 2023
liquidity of transnational trade elements will be further improved, the momentum of import and export
of commodities will be strengthened, economy and trade will stay within a reasonable ambit and the
steady development of port industry will be promoted.
In recent years, across the world are spreading unprecedented changes. Port, as a major carrier and
part of international trade flow, has played a significant role in global trade and transport systems.
Global port operators have seized opportunities of the times, made efforts to improve the quality of
port services, continuously enlarged the sphere of influence of the ports, strengthened the
collaborative effects with other logistics participants and provided clients with higher-quality and
more comprehensive logistics solutions. Resources competition among international ports will
continue, which will bring new opportunities and challenges to the port industry. In the future, the
port industry will develop towards the following trends:
(1) Globalization of port network. With the pushed process of international economic integration and
the exacerbated competition in port markets globalization, the demand for port transformation and
upgrade is no longer a desperate pursuit to maximize port handling capacity and corporate economic
benefits. Instead, it makes the maximization of the long-term value of ports a target. The Company
should continue to complete and enrich the globalization layout of ports, identify acquisition projects
with investing potential, actively explore ports with strategic significance, and further improve the
competence, influence and sustainability of the corporate.
(2) Integration of port services. The prominent issue of global supply chain and the acceleration of
regionalization and localization of industrial chain have further driven the expansion and reform of
the port industry. While focusing on the major port business, the Company should actively expand its
port expansion business, carry out innovative port commercial modes, propose professional and
customized logistics solutions, and provide clients with logistics services that are more flexible,
secure and efficient.
(3) Digitalization of port operation. Port digitalization extent is outperforming the impact of physical
infrastructure upgrades in increasing the port production efficiency. The breakthrough and innovation
of digital techniques will accelerate the upgrade of the industry from “digitalization” to “digital
intelligence” and continuously empower the core businesses, such as the production, management,
services and ecology of the port. Digital technology infuses the port enterprises with new momentum.
(4) Green and low-carbon ports. Port is a traditional tremendous source of energy consumption and
carbon emission. Governments around the world and international institutions have made a new
request for green transformation to achieve the “Double Reduction” goal for energy consumption and
total amount of emission. In IMO Preliminary Strategy for Greenhouse Gas Emission Reduction from
Ships, the International Maritime Organization required that, the average carbon emission intensity
per unit of transport work of global shipping industry shall decrease by at least 40% by 2030
compared with 2008. The green and low-carbon transformation of port industry is not only in line
with the strategic demand by the country, but also makes an important contribution to the global green
environment and sustainable development.
54
China Merchants Port Group Co., Ltd. Annual Report 2023
2. Development strategy
The Company is committed to becoming a world-class comprehensive port service provider, base
itself in a new stage of development, implement the new development philosophy fully and faithfully.
In pursuit of high-quality growth, it will accelerate technological leadership and innovation-driven
development, achieve global scientific layout and balanced development, provide first-class
comprehensive port service professional solutions, seek more returns for shareholders, support local
economic and industrial development, and contribute to the development of the port industry.
Firstly, in respect of the domestic homebase port strategies, the Company will seize the opportunity
arising from the supply-side reform and based on the goal of “regional consolidation and
enhancement of synergy”, seek for opportunities for consolidation and cooperation on an ongoing
basis across the five main coastal regions with a view to further expanding and improving the ports
network layout within China. The Group will lead a new direction for the consolidation of regional
ports with a key focus on constantly improving the quality of port development with its best efforts.
Secondly, in respect of the overseas strategies, the Company will correctly understand and capitalize
on the opportunities arising from the international industrial transfers, at the same time adapting to
the trend of deploying mega-vessels and forming shipping alliances. Emphasis will be placed on the
development of global major hub ports and gateway ports as well as areas with high market potential,
fast-growing economy and promising development prospect. The Company will grasp opportunities
in ports, logistics and related infrastructures investment for the on-going enhancement of its global
port network.
Thirdly, in respect of the innovation strategies, the Company will adhere to the principle of “driving
through technology and embracing changes”, under which the Company could support the future port
development through increasing the investment in innovation and holding the technology high ground.
By means of technological innovation and innovative management, it will significantly enhance the
efficiency and effectiveness of port operation, which will help the Company transform from "scale-
driven" to "quality-driven" and the business structure change from "simple port handling and storage"
to "comprehensive services based on the main port business", supporting the Company's new leapfrog
development with innovation, and continuously improving the Company's driving force of
development.
Fourthly, in respect of the digital strategies, the Company firmly grasps the development opportunities
of "industrial digitization" and "digital industrialization", uses digitization as an entry point to
empower the Company's production and operation, market expansion, operation management, and
capital operation. In line with the development trends of the times and the industry, the Company uses
digital technology to carry out all-round transformation of traditional port terminals to promote
industrial optimization and upgrading. Relying on the stock assets and business of the ports, with the
core purpose of improving quality and efficiency, the Company improves the scientization and
elaboration of production operation, customer service, operation management and decision-making,
and promotes the comprehensive upgrade of port management and service intelligence.
55
China Merchants Port Group Co., Ltd. Annual Report 2023
Fifthly, in respect of the lean operation strategies, the Company continues to optimize its operation
and management model to focus on the planning, allocation, organization and use of resources by
adhering to the market orientation, taking resources as the core, and aiming to refine resource
allocation and enhance resource efficiency. The Company promotes the construction of a
comprehensive management system covering the entire life cycle of resource demand assessment,
resource allocation, production organization, risk management and control, sustainability and value
tree assessment, thereby facilitating the Company’s effective qualitative improvement and reasonable
volume growth through lean operation management and providing sustained momentum for the
Company's high-quality development.
Sixthly, in respect of the low-carbon strategies, the Company will firmly grasp the development
opportunity of green industrial transformation and thoroughly implement the concept of green
development, actively fulfil social responsibilities to continuously optimize the energy structure of
the ports. It will improve its modern green port management system and mechanism, enrich the green
energy supply scenarios, widely promote the concept of green investment and strive to build a new
generation of green and smart ports with low energy consumption and low pollution.
3. Business plans for 2024
In 2024, the Company will continue to adhere to the general tone of making progress while
maintaining stability. It takes "endogenous growth", "innovation and upgrade" and “global layout” as
its development pace in accordance with the overall work policy of "seeking progress while
maintaining stability, promoting stability through progress, and establishing the new before
abolishing the old". Focusing on "improving the core competitiveness of the enterprise and enhancing
core functions", we will establish a lean operation management system for high-quality development.
The Company will promote innovation in business models and technology empowerment, constantly
improving its global network layout. The Company will continue to push forward the overall high-
quality development and accelerate the construction of a world-class enterprise.
(1) Adhering to the strategic guidance, promoting the construction of leading port.
Focusing on the development strategic goals and tasks for the new decade, the Company will continue
to drive the implementation of its various strategies. First, the Company will continuously refine and
optimize the “innovation strategies”, “digital strategies”, “lean operation strategies” and “low-carbon
strategies”. Second, we will constantly promote our domestic homebase port strategies. By optimizing
the collection and transportation infrastructure, expanding support resources outside the port,
enhancing regional synergistic development and implementing green and low-carbon development,
the West Shenzhen homebase port will continue to promote the construction of leading port, thereby
further enhancing the competitiveness of homebase ports. Third, the Company will accelerate the
advancement of overseas strategies. With the objective of becoming a world-class enterprise, CICT
actively respond to surrounding competition to fully leverage its strengths, consolidate and enhance
the main business capabilities of container ports, accelerate the construction of South Asia's trade and
logistics centre, and thereby expand the port's comprehensive logistics business. HIPG will focus on
oil and gas, ro-ro trucks, bulk cargo, maritime services, regional container transshipment and park
56
China Merchants Port Group Co., Ltd. Annual Report 2023
development, and accelerating the construction of the “Six Centres” of Han Port.
(2) Strengthening lean management and promoting organic growth.
The Company will conduct internal reform based on the concept of lean management to reduce costs
and increase efficiency: (1) enhancing financial management capabilities. The Company will build a
world-class financial management system, set up a lean operation team and explore new measures to
reduce costs; (2) improving our capital operation capability. The Company will perfect a portfolio of
action plan for quality and efficiency improvement, and constantly improve the efficiency of capital
operation as well as the cash return of investment projects; (3) building up our operation and
management capabilities. The Company will establish professional, efficient and strong operation and
management headquarters, comprehensively implement lean management, strengthen cost control,
focus on reducing costs and increasing efficiency, deepen reform and strengthen headquarters control;
(4) boosting our asset management capabilities. The Company will further optimize the life cycle
management system of projects, and gradually develop terminal handling capability and establish
cost control and operation management model.
(3) Adhering to innovation-driven development and promoting industrial upgrading.
The Company will be committed to innovation-driven development and promote technology-
empowered transformation and upgrading. Leveraging on the Research Institute of CMPort for
Technological Innovation and Development, the Company will develop the ecosystem for technology
and innovation, and generate smart solutions for ports to build the integrated platform for industry,
education and research. Through “CMCore” platform, the Company will develop three major leading
products for the industry, including Container Terminal Operation System (“CTOS”), Bulk Cargo
Terminal Operation System (“BTOS”) and Logistic Park Operation System (“LPOS”), striving to
intelligentize the production and operation within the terminals. Based on a major project approved
by the Ministry of Transport of the PRC, the Company has successfully completed a new structural
design for “CTOS” and achieved phased objectives. The “CM ePort” platform will innovate the
service models by improving the information service system and adopting the “Port + Internet”
approach for the port to explore and develop an open platform for intelligent ports. "SMP" will
combine data management, the deepening of management, and AI LLM research and application to
promote the intelligent business and management.
(4) Exploring the global layout and offering additional room for development.
The Company will further expand its international footprint and conduct resource integration, and
steadily offer additional room for development: (1) striving to promote the integration of domestic
ports to achieve business increments. The Company will constantly advance strategic cooperation
with SIPG Group and Zhejiang Seaport Group; (2) being “deeply rooted in Hong Kong” and making
fresh progress. The Company will promote the business model innovation and transformation and
upgrading of CMCS, CMBL, China Merchants Hoi Tung and other enterprises, continue to focus on
and follow up the merger and acquisition opportunities of port and logistics-related assets in Hong
Kong; (3) being “intensively rooted in Southeast Asia” and making new breakthroughs. The Company
57
China Merchants Port Group Co., Ltd. Annual Report 2023
will facilitate the completion of the NPH project in Indonesia and constantly seek opportunities to
invest in port projects in Southeast Asia; (4) being “finely rooted in Middle East and Latin America”
and further making headway. The Company will update regional investment strategy timely based on
market changes and keep up with potential projects.
(5) Deepening reform and promoting high-quality development.
The Company will take the new round of state-owned enterprise reform deepening and upgrading
action as an opportunity to promote the reform of the system and mechanism and promote the high-
quality development of the Company: (1) promoting the implementation of working record and
reform plan of the “Double-Hundred Action”, and continuing to improve the high-quality
development as a listed company. The Company will give full play to the functions and powers of the
board of directors, establish a team of full-time external directors and improve the standard of the
board building at subsidiaries level; (2) deepening employment and institutional reform. The
Company will further reform the system of posts, improve the talent introduction mechanism,
strengthen the employer branding, further optimize management methods for total remunerations and
the medium - and long-term incentive mechanism, and further improve the overseas talent
management mechanism; (3) practicing ESG in depth. The Company will continue to perfect the ESG
management system, adopt good practices on ESG information disclosure, strengthen investor
communication, build C Blue public-welfare brand, and continue to promote the green and low-
carbon development of the Company.
4. Possible risks and counter measures
(1) Risk of macroeconomic fluctuations
Internationally, in view of the rising external risks and challenges, plus several combined and
interwoven factors, the uncertainties arising from the global economic recovery have increased. Due
to the tight supply of international crude oil and natural gas, the scale of government debt in developed
economies repeatedly reaching new highs, high benchmark interest rates in Europe and the United
States, currency devaluation faced by developing countries and the reshaping of the industrial and
supply chain, the global economic growth and commodity trade market have been exposed to shocks,
bringing challenges to the Company’s overseas operations and investments. Domestically, the
economy has gradually recovered and maintained its long-term positive growth trend. However,
external demand has significantly declined affected by high inflation, high interest rates and high debt,
and domestic consumer demand remains to be boosted, plus continually unstable real estate market,
which will exert multiple pressure on the economy.
Amidst the complex external environment, the Company insists on emphasizing top-level design, and
has a deeper insight into the global development trend and adheres to the global thinking in planning
the future development. The Company will optimize the global layout through the transformation and
upgrading of ports, intensify efforts in key and core technologies and enhance the momentum of
overall development; grasp the policy environment of high-level opening-up to the outside world,
gradually improve the regular and long-term internal collaboration system, further enhance the
58
China Merchants Port Group Co., Ltd. Annual Report 2023
connectivity with trade, promote the smooth flow of goods and resources of production factors on a
larger scale, and expand the service scope and hinterland areas of ports; closely follow the changes
in the global market, keep an eye on major international geopolitical development as well as the
reconstruction of global industrial and supply chain, timely adjust the Company's business strategies,
accurately grasp the trend and prevent the occurrence of major external risk events.
(2) Policy risks
There are diverse policy risks in the port industry. Internationally, due to the frequent occurrence of
strike actions in docks arising from inflation, the dock operation in some developed countries has
been confronted with a risk of halt, resulting in a pile-up of cargos and shipment delays. Such a
situation, with the concurrence of the contradiction between operators and labor, may force the
government roll out new policies and measures. Domestically, China adopts a more proactive
opening-up strategy, develops a deeper pattern of opening-up, promotes the optimization and
upgrading of trade in goods, innovates the development mechanism of trade in services, develops
digital trade and introduces a series of policies conducive to import and export trade.
Facing the potential policy risks, on the one hand, the Company will strengthen the policy research,
firmly grasp policy opportunities. On the other hand, the Company will improve quality and increase
efficiency and strengthen the allocation of resources to enhance operational management, constantly
improve profitability and effectively respond to and resolve risks.
(3) Operation management risks
The Company actively seeks the investment opportunities of domestic and overseas ports, expands
its network to several regions and countries in the world through mergers and acquisitions,
acquisitions, equity swaps and other ways to provide comprehensive services for global customers.
With the deepening of the globalization process and the adverse changes in the macro environment,
the Company is facing negative conditions such as increased difficulties in the operation and
management of ports in some regions and lower returns on investment and operational efficiency.
The main risks include: (1) the uncertainty and complexity of the place where the Company operates,
which further increases the risk of investment decisions and the difficulty of investment, operation
and management; (2) international exchange rate fluctuations affecting different regions. A two-way
fluctuation of the RMB exchange rate is obvious, and this year it presented the trend of rising-falling-
rising, while in emerging economies, the imported inflationary pressure has caused the fluctuations
of exchange rate and capital market; (3) increased operation and management difficulties in view of
different business operations between domestic ports and overseas ports.
In view of the Company's internal business management risks, the Company will (1) enhance
competitiveness based on three elements, namely “market, resources and services” , increase existing
customer loyalty, take the initiative to identify new customers and grasp market opportunities; (2)
improve the construction of the internal control and compliance system, strengthen the legal
empowerment of business capabilities, ensuring effective risk identification and control and
consolidating the foundation of risk control; (3) improve the risk warning system, continue to
59
China Merchants Port Group Co., Ltd. Annual Report 2023
strengthen risk identification, early warning and resolution capabilities, do a good job in key risk
prevention and management in a stable and orderly manner, and continuously improve the Company's
risk prevention capabilities; (4) actively explore and innovate the international operation management
model, make good use of digital technology to build smart platforms, and improve the overall
operation.
XII Communications with the Investment Community such as Researches, Inquiries and
Interviews
Type of
Way of Index to basic
communi
Date Place communica Object of communication information of
cation
tion researches
party
Representatives from
institutions, such as
Huachuang Securities,
Zheshang Securities,
Industrial Securities,
China Shenwan Hongyuan
Merchants Teleconfer Institutio Securities, Essence
4 April 2023
Port encing n Securities, BOC
Building International (China) Co.,
Ltd., Western Securities,
Sinolink Securities,
Everbright Securities,
Harvest Fund, Bosera
Fund, UBS
Online Main discussions:
China
communica Institutio the basic condition
Merchants
6 April 2023 tion on n+Individ All investors of operations,
Port
network ual investments made
Building
platform and the financial
Huachuang Securities, condition of the
Zheshang Securities, Company;
China Harmony Capital, China Materials provided:
One-on-
Merchants Institutio Life Insurance, HZBank None
10 May 2023 one
Port n Wealth Management, Index: SZSE EasyIR
meeting
Building Jinxin Fund, Deyun Asset (http://irm.cninfo.co
Management, Minsen m.cn/ircs/index)
Investment, Hengli Fund
Huachuang Securities,
ZTF Securities, Bosera
Fund, BOCOM
Schroders, Essence
Securities, Capital
China Securities, Hazel
Merchants Conference Institutio Investment, Golden
31 August 2023
Port call n Eagle Fund, Orient
Building Securities, Industrial
Securities, Changjiang
Securities, Shanghai
Securities, Fulida Asset,
Zheshang Securities, and
Northeast Securities
60
China Merchants Port Group Co., Ltd. Annual Report 2023
Orient Securities, China
Securities, Tianfeng
Securities, Harvest Fund,
Citic-prudential Fund,
China
BOSC Asset
Merchants Conference Institutio
4 September 2023 Management, IGWT
Port call n
Investment, Sun Life
Building
Everbright Asset
Management, and
Taiping Asset
Management
Online
China
communica Institutio
Merchants
8 September 2023 tion on n+Individ All investors
Port
network ual
Building
platform
Online
China
communica Institutio
Merchants
15 November 2023 tion on n+Individ All investors
Port
network ual
Building
platform
By Main discussions:
phone, or the basic condition
written of operations,
China investments made
inquiry
1 January 2023-31 Merchants Individua and the financial
(the Individual investors
December 2023 Port l condition of the
EasyIR
Building Company;
platform
of SZSE Materials provided:
or email) None
Times of communications 85
Number of institutions communicated with 45
Number of individuals communicated with 85
Number of other communication parties 0
Tip-offs or leakages of substantial supposedly-confidential information during
No
communications
XIII Implementation of the action plan of "Double Improvement of Quality Reporting"
Whether the company disclosed the action plan of "Double Improvement of Quality Reporting".
□ Yes √ No
61
China Merchants Port Group Co., Ltd. Annual Report 2023
Part IV Corporate Governance
I General Information 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 are set out as below:
1. Establishment of systems:
(1) Corporate governance mechanisms and rules that the Company has already established: Articles
of Association of the Company, Rules of Procedure for General Meetings, Rules of Procedure for the
Board of Directors, 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 and
Sustainability Committee of the Board of Directors, Working System for Independent Directors,
Working Rules of Annual Report for Independent Directors, Rules of Procedure for the Supervisory
Committee, Working Articles of Chief Executive Officer, Management System for Company Shares
held by Directors, Supervisors and Senior Executives and Its Changes, Management System of
Outward Investment, Management System of Related-party 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, Management System of External Guarantees, Working Articles of Board
Secretary, Management System of Securities Investments, Management System of Subsidiaries,
Management Method of Donations, Rules of Procedures for Office Meeting, Management System on
the Authorization of the Board of Directors, Liabilities Management System, etc. There isn’t
difference between the actual circumstances of the Company and all established systems.
62
China Merchants Port Group Co., Ltd. Annual Report 2023
(2) System establishment and revisions: As per the relevant regulations of the China Securities
Regulatory Commission and the Shenzhen Stock Exchange, between the beginning of the Reporting
Period and the date of disclosure of this report, the Company revised 11 systems and created 4 new
systems, with the relevant information disclosed on www.cninfo.com.cn, demonstrating sound and
effective systems. And details are as follows:
Mechanism Approval
Management Methods for the Remunerations of
Managers, Management Methods for Professional Approved at the 1st Extraordinary Meeting of
Managers, Management Methods for the Tenure the 10th Board of Directors in 2023 on 19
and Contract-based System, and Liabilities January 2023
Management System
Working Articles of Audit Committee of the Board
of Directors, Working Articles for Nomination,
Remuneration and Evaluation Committee of the
Board of Directors; Working Articles of Strategy Approved at the 5th Extraordinary Meeting of
and Sustainability Committee of the Board of the 11th Board of Directors in 2023 on 25
Directors, Working Articles of Chief Executive October 2023
Officer, Management System of Investors’
Relations, and Performance Appraisal Methods for
Managers
Articles of Association of the Company, Rules of
Procedure for the Board of Directors, Working Approved at the 2nd Extraordinary General
System for Independent Directors, and Meeting of 2023 on 5 December 2023
Management Method of Donations
Approved at the 6th Extraordinary Meeting of
Rules of Procedures for Office Meeting the 11th Board of Directors in 2023 on 28
December 2023
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 occupy any funds of the Company.
4. Directors and the Board of Directors: the Company elected directors in strict accordance with the
Articles of Association. Number and composition of members of the Board were in compliance with
63
China Merchants Port Group Co., Ltd. Annual Report 2023
relevant laws and regulations. During the Reporting Period, the Company successfully completed the
general election of the Board of Directors. During the Reporting Period, the Board of Directors
implemented six powers including rights to make decisions on medium- and long-term development,
select and engage Management members, evaluate performance of Management members, manage
the remuneration of Management members, manage the distribution of employees and manage major
financial affairs in accordance with the Implementation of the Functions and Powers of the Board of
Directors, strengthening the ability of the Board of Directors to exercise their rights and fulfil their
responsibilities. All directors of the Company fulfilled their responsibilities loyally and diligently,
actively attending the Board Meeting and the General Meeting, expressing views and discussing on
proposals submitted to and deliberated by the Board during the Reporting Period. Proposals
deliberated by the Board were all agreed. The Board of Directors of the Company has set up the Audit
Committee, the Nomination, Remuneration and Evaluation Committee, and the Strategy and
Sustainable Development Committee. During the Reporting Period, each committee gave full play to
its professional functions, researched each professional affairs, offered views and advice, assisted the
Board in carrying out works, and actively came up with ideas, providing strong guarantee for the
scientific and efficient decision-making of the Board.
5. Supervisors and the Supervisory Committee: number and composition of the members of the
Supervisory Committee were in compliance with the requirements of laws and regulations. During
the Reporting Period, the Company successfully completed the general election of the Supervisory
Committee. 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, clients and other stakeholders so as to develop the Company in a
consistent and healthy way.
7. Information disclosure and transparency: As the department for the management of information
disclosure, the Board of Directors of the Company is responsible for managing the information
disclosure matters of the Company. Chairman of the Board assumes a central role in managing the
64
China Merchants Port Group Co., Ltd. Annual Report 2023
information disclosure matters of the Company while the Board Secretary is responsible for
organizing and coordinating such matters. The Board Secretary of the Company is responsible for the
management of investor relationships. Unless expressly authorized and trained, other directors,
supervisors, senior management members and staff members of the Company should avoid speaking
on behalf of the Company in investor relationship activities. 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, China Securities Journal,
Shanghai Securities News, 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.
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.
Indicate by tick market whether there is any material incompliance with the laws, administrative
regulations and regulations issued by the CSRC governing the governance of listed companies.
□ Yes √ No
No such cases in the Reporting Period.
II The Company’s Independence from Its Controlling Shareholder and Actual Controller in
Asset, Personnel, Financial Affairs, Organization and Business
The Company is absolutely independent in business, personnel, assets, finance and organization from
its controlling shareholder and actual controller. 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
65
China Merchants Port Group Co., Ltd. Annual Report 2023
Company has established and improved the corporate governance structure according to law and has
an independent and complete organizational structure. Separation in finance: The Company has set
up its own financial department as well as normative accounting system and the financial
management system on its subsidiaries. The Company has its own bank accounts and does not share
the same bank account with its controlling shareholder. The Company has been paying tax in
accordance with the laws and regulations on its own behalf.
III Horizontal Competition
□ Applicable √ Not applicable
IV Annual and Special General Meetings Convened during the Reporting Period
1. General Meeting Convened during the Reporting Period
Investo
r Index to
Meeting Type particip Date of the meeting Disclosure date disclosed
ation information
ratio
For the
resolution
Annual announcemen
The 2022 Annual
General 90.81% 22 May 2023 23 May 2023 t (No. 2023-
General Meeting
Meeting 045), see
http://www.cn
info.com.cn
For the
resolution
The 1st Extraordin
announcemen
Extraordinary ary
90.75% 31 July 2023 1 August 2023 t (No. 2023-
General Meeting of General
060), see
2023 Meeting
http://www.cn
info.com.cn
For the
resolution
The 2nd Extraordin
announcemen
Extraordinary ary
90.49% 5 December 2023 6 December 2023 t (No. 2023-
General Meeting of General
088), see
2023 Meeting
http://www.cn
info.com.cn
2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed
66
China Merchants Port Group Co., Ltd. Annual Report 2023
Voting Rights
□ Applicable √ Not applicable
V Directors, Supervisors and Senior Management
1. General Information
Increa Decre
Other
Begin se in ase in
increa Endin Reaso
ning the the
Incum se/de g n for
Gende shareh Repor Repor
Name Age Office title bent/F Start of tenure End of tenure creas shareh share
r olding ting ting
ormer e olding chang
(share Period Period
(share (share) e
) (share (share
)
) )
Feng Chairman of the Incum
Male 54 July 2023 May 2026 0 0 0 0 0 N/A
Boming Board bent
Vice Chairman of the Incum
Xu Song Male 52 July 2023 May 2026 0 0 0 0 0 N/A
Board and CEO bent
Vice Chairman of the Incum
Yan Gang Male 51 May 2022 May 2026 0 0 0 0 0 N/A
Board bent
Director, Chief
Incum
Lu Yongxin Male 54 Operation Officer, July 2023 May 2026 0 0 0 0 0 N/A
bent
and General Manager
Incum
Li Zhanglin Male 57 Director January 2024 May 2026 0 0 0 0 0 N/A
bent
Incum
Li Qing Male 54 Director January 2024 May 2026 0 0 0 0 0 N/A
bent
Wu Incum
Male 54 Director December 2022 May 2026 0 0 0 0 0 N/A
Changpan bent
Lyu Incum
Male 47 Director December 2022 May 2026 0 0 0 0 0 N/A
Yiqiang bent
Incum
Gao Ping Male 68 Independent director May 2020 May 2026 0 0 0 0 0 N/A
bent
Femal Incum
Li Qi 53 Independent director May 2020 May 2026 0 0 0 0 0 N/A
e bent
Zheng Incum
Male 46 Independent director May 2021 May 2026 0 0 0 0 0 N/A
Yongkuan bent
Chai Incum
Male 60 Independent director December 2022 May 2026 0 0 0 0 0 N/A
Yueting bent
Chairman of the
Yang Incum
Male 57 Supervisory October 2021 May 2026 0 0 0 0 0 N/A
Yuntao bent
Committee
Incum
Fu Bulin Male 52 Supervisor April 2022 May 2026 0 0 0 0 0 N/A
bent
Incum
Xu Jia Male 42 Supervisor May 2020 May 2026 0 0 0 0 0 N/A
bent
Lei Femal Incum
34 Supervisor May 2023 May 2026 0 0 0 0 0 N/A
Yuanyuan e bent
Tu Incum
Male 58 CFO May 2021 May 2026 0 0 0 0 0 N/A
Xiaoping bent
Deputy General Incum
Li Yubin Male 52 December 2018 May 2026 0 0 0 0 0 N/A
Manager bent
67
China Merchants Port Group Co., Ltd. Annual Report 2023
Incum
Board Secretary April 2021 May 2026
bent
Deputy General Incum
Liu Bin Male 55 September 2022 May 2026 0 0 0 0 0 N/A
Manager bent
Deputy General Incum
Zhu Weida Male 55 April 2023 May 2026
Manager bent
Deputy General Incum
Li Wenbo Male 44 August 2023 May 2026
Manager bent
General Counsel
Incum
Liu Libing Male 50 (Chief Compliance August 2020 May 2026 0 0 0 0 0 N/A
bent
Officer)
Deng Former Chairman of
Male 54 Former December 2018 July 2023 0 0 0 0 0 N/A
Renjie the Board
Former Vice
Wang
Male 53 Chairman of the Former August 2021 July 2023 0 0 0 0 0 N/A
Xiufeng
Board and CEO
Zhang Rui Male 58 Former Director Former April 2022 January 2024 0 0 0 0 0 N/A
Liu Weiwu Male 59 Former Director Former May 2021 January 2024 0 0 0 0 0 N/A
Femal
Gong Man 35 Former Supervisor Former May 2020 April 2023 0 0 0 0 0 N/A
e
Total -- -- -- -- -- -- 0 0 0 0 0 --
Indicate by tick mark whether any directors or supervisors left or any senior management were
disengaged during the Reporting Period
√ Yes □ No
During the Reporting Period, the directors, supervisors and senior management of the Company left
mainly for job change. For more details, please see the table below.
Change of Directors, Supervisors and Senior Management
Type of
Name Office title Date of change Reason for change
change
Gong Man Employee Supervisor Resigned 7 April 2023 Job change
Appointe
Zhu Weida Deputy General Manager 29 April 2023 Appointed
d
Lei
Employee Supervisor Elected 22 May 2023 Elected
Yuanyuan
Director, Chairman of the
Deng Renjie Resigned 10 July 2023 Job change
Board
Wang Director, Vice Chairman
Resigned 10 July 2023 Job change
Xiufeng of the Board and CEO
Chief Operation Officer,
Xu Song Resigned 14 July 2023 Reappointment
and General Manager
Appointe
Xu Song CEO 14 July 2023 Appointed
d
Lu Yongxin Deputy General Manager Resigned 14 July 2023 Reappointment
Chief Operation Officer, Appointe
Lu Yongxin 14 July 2023 Appointed
and General Manager d
Feng Director, Chairman of the
Elected 31 July 2023 Elected
Boming Board
68
China Merchants Port Group Co., Ltd. Annual Report 2023
Vice Chairman of the
Xu Song Elected 31 July 2023 Elected
Board
Lu Yongxin Director Elected 31 July 2023 Elected
Appointe
Li Wenbo Deputy General Manager 16 August 2023 Appointed
d
Appointe
Liu Libing Chief Compliance Officer 16 August 2023 Appointed
d
Zhang Rui Director Resigned 8 January 2024 Job change
Liu Weiwu Director Resigned 8 January 2024 Job change
Li Zhanglin Director Elected 31 January 2024 Elected
Li Qing Director Elected 31 January 2024 Elected
2. Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the
incumbent directors, supervisors and senior management:
Feng Boming, Chairman of the Board, and economist, graduated from the University of Hong
Kong, with a master’s degree in business administration. He is currently Chairman of the Company,
Deputy General Manager of China Merchants Group Limited, Chairman of Liaoning Port Group Co.,
Ltd., Chairman of the Board of Directors and a non-executive director of China Merchants Port
Holdings Company Limited, Chairman of China Merchants Energy Shipping Co., Ltd., and Chairman
of Sinotrans Limited. He served as Manager of the Commercial Department of COSCO Shipping
Lines Co., Ltd., General Manager of COSCO Shipping (Hong Kong) MERCURY, General Manager
of the Operation and Management Department of COSCO Shipping Holdings (Hong Kong), General
Manager of COSCO Shipping Lines (Wuhan) Co., Ltd./COSCO Logistics (Wuhan) Co., Ltd.,
Director of the Strategic Management Implementation Office of China COSCO Shipping (Group)
Company, General Manager of the Strategic and Enterprise Management Department of COSCO
Shipping Corporation Limited, executive director and Chairman of the Board of Directors of COSCO
Shipping Ports Ltd., executive director of COSCO Shipping Holdings Co., Ltd. and Oriental Overseas
(International) Limited, non-executive director of COSCO Shipping Energy Transportation Co., Ltd.,
COSCO Shipping Development Co., Ltd., COSCO Shipping International (Hong Kong) Co., Ltd.,
Qingdao Port International Co., Ltd. and Piraeus Port Authority S.A., as well as director of COSCO
69
China Merchants Port Group Co., Ltd. Annual Report 2023
Shipping (Hong Kong) Co., Ltd., COSCO Shipping Investment Holdings Co., Limited, Hainan
Harbor & Shipping Holding Co., Ltd., COSCO Shipping Bulk Co., Ltd., and Chairman and non-
executive director of Sinotrans Limited. Mr. Feng has been the Chairman of the Board of the
Company since July 2023.
Xu Song, Vice Chairman of the Board, CEO, a senior Economist, holds a bachelor's degree in
Material Management of the Huazhong University of Science and Technology, Master of Business
Administration (MBA) of the Dongbei University of Finance & Economics, Master of International
Business (MIB) of the Coventry University, and Ph.D. in Transportation Planning and Management
of the Dalian Maritime University. Currently, he serves as the Vice Chairman of the Board and CEO
of the Company, as well as the Vice Chairman and CEO of China Merchants Port Holdings Company
Limited. He used to work as Deputy General Manager at Dalian Port Container Co., Ltd.; Deputy
General Manager and General Manager at Dalian Port Jifa Logistics Co., Ltd.; General Manager at
Dalian Port Container Co., Ltd.; General Manager at Dalian Port Northern Huanghai Sea Port
Cooperative Management Company; General Manager at Dalian Port (PDA) Company Limited;
Deputy General Manager, director, and General Manager of Dalian Port; Deputy General Manager
of Liaoning Port Group Co., Ltd.; Deputy General Manager, General Manager and COO of the
Company; Director of Liaoning Port Co., Ltd. He has been Director of the Company since September
2022, Vice Chairman of the Board and CEO of the Company since July 2023.
Yan Gang, Vice Chairman of the Board, graduated from Xiamen University with a bachelor’s in
international trade, and completed an MBA program co-created by the Maastricht School of
Management (Maastricht, the Netherlands) and Shanghai Maritime University. He now serves as
Vice Chairman of the Board of the Company, non-executive director of China Merchants Port
Holdings Company Limited, member of Commercial (Third) Functional Constituency of the
Legislative Council of the Hong Kong Special Administrative Region of the People’s Republic of
China, Vice Chairman of Panel on Economic Development of the Legislative Council of the Hong
Kong Special Administrative Region of the People’s Republic of China, and member of the Maritime
70
China Merchants Port Group Co., Ltd. Annual Report 2023
and Port Development Committee of Hong Kong Maritime and Port Board. He served as the senior
logistic manager in Neptune Orient Lines Limited and Hong Kong Swire Group, Chief Commercial
Supervisor, Deputy General Manager, Executive Deputy General Manager and General Manager of
Shekou Container Terminals Limited, Deputy General Manager, Chief Commercial Officer and
Managing Director of China Merchants Port Holdings Company Limited, Chief Representative of
the Representative Office of China Merchants Group Limited in the Baltic Sea, General Manager of
Great Stone Industrial Park, Deputy General Manager, Chief Operating Officer and General Manager
of China Merchants Port Group Co., Ltd., and the member of the Pilotage Advisory Committee of
Marine Department of the Government of the Hong Kong Special Administrative Region and the
Logistic Service Advisory Committee of Hong Kong Trade Development Council. He has served as
a Director of the Company since April 2022 and Vice Chairman of the Board of the Company since
May 2022.
Lu Yongxin, Director, COO and General Manager, graduated from Dalian University of
Technology, and obtained bachelor’s degree in English for science and technology. Later Lu Yongxin
graduated from Curtin University and obtained master’s degree in project management. Lu Yongxin
now serves as Director, COO and General Manager of the Company, as well as Executive Director
and Managing Director of China Merchants Port Holdings Company Limited. Lu Yongxin has
successively held the posts of Assistant General Manager of Zhenhua Construction Co. Ltd., Deputy
Director of General Manager’s Office of China Harbour Engineering Company Limited (Presiding),
Deputy General Manager of Research & Development Department of China Merchants Port Holdings
Company Limited, General Manager of Overseas Business Department, Assistant General Manager
and Deputy General Manager of the company, Deputy General Manager of the Company. Lu Yongxin
has been dispatched to Terminal Link in France to act as CFO and Senior Vice President. Lu Yongxin
has been as the Director, COO and General Manager of the Company since July 2023.
Li Zhanglin, Director, and senior economist, graduated from the School of Statistics of Renmin
University of China, with a master’s degree in economics. He is currently a director of the Company,
71
China Merchants Port Group Co., Ltd. Annual Report 2023
a full-time external director sent by China Merchants Group Corporation Limited and a supervisor of
China Merchants Expressway Network & Technology Holdings Co., Ltd. He served as Assistant
General Manager of the Enterprise Planning Department, Deputy Director of the Comprehensive
Transportation Department/Overseas Business Department, and Deputy Director of the
Transportation and Logistics Department of China Merchants Group Corporation Limited, and
Deputy General Manager of Sinotrans Limited, and worked at the Planning Department of the
Ministry of Transportation, and the Securities Management Department of China Merchants
Expressway Network & Technology Holdings Co., Ltd.. Mr. Li has been Chairman of the Board of
Directors of the Company since January 2024.
Li Qing, Director, graduated from Sichuan Normal College, majoring in Political Economy, with a
bachelor’s degree in Philosophy. He is currently a director of the Company, a full-time external
director sent by China Merchants Group Corporation Limited and a supervisor of China Merchants
Hainan Development & Investment Co., Ltd. He served as Assistant General Manager of the Business
Development Department of China Merchants Group Corporation Limited and Deputy Director of
Major Project Office and Director of Qianhai Office, Assistant Director of Capital Operation
Department of China Merchants Group Corporation Limited and Deputy Director of Major Office
and Director of Qianhai Office, Assistant Director and Deputy Director of Regional Development
Department of China Merchants Group Corporation Limited, and Assistant Director and Deputy
Director of Qianhai Shekou FTZ Office, as well as Deputy Director of Industrial Development
Department/Business Collaboration Department of China Merchants Group Corporation Limited. Mr.
Li has been Chairman of the Board of Directors of the Company since January 2024.
Wu Changpan, Director, graduated from the Power Plant and Power System major of Hangzhou
Electric Power College and Human Resource major of Central China Normal University. He now
serves as a Director of the Company and Director of Investment Development Department in
Zhejiang Provincial Seaport Investment & Operation Co., Ltd. and Ningbo Zhoushan Port Group Co.,
Ltd. Mr. Wu has served as Deputy Director and Director of Comprehensive Office of Zhejiang
Electric Power Construction Company, Deputy Director and Director of Comprehensive Office of
72
China Merchants Port Group Co., Ltd. Annual Report 2023
Zhejiang Electric Power Construction Co., Ltd., Deputy Director and Director of Investment and
Development Department of Ningbo Zhoushan Port Group Co., Ltd. He has served as a Director of
the Company since December 2022.
Lyu Yiqiang, Director, graduated from the Management School of Wuhan University of
Transportation and Technology with bachelor’s degree in management engineering and the School of
Economics & Management in Shanghai Maritime University with master’s degree in business
administration. He now serves as a Director of the Company and the Director of Production Safety
Department in Zhejiang Provincial Seaport Investment & Operation Co., Ltd. and Ningbo Zhoushan
Port Group Co., Ltd. Mr. Lyu has served in the warehouse yard team and as a staff member of Material
Division of Beilun Container Company of Ningbo Port Authority, a Market Director of Commerce
Department and Duty Manager of Operations Department of Ningbo Beilun International Container
Terminals, Deputy Head of Container Division of Business Department of Ningbo Port Company
Limited, General Manager of Ningbo Xinggang International Shipping Agency Co., Ltd., Deputy
General Manager of Zhejiang Yiwu Port Co., Ltd., and General Manager of Suzhou Modern
Terminals Co., Ltd. He has served as a Director of the Company since December 2022.
Gao Ping, Independent Director, obtained Executive Master of Business Administration from the
University of International Business and Economics (UIBE). He is also a senior engineer and senior
political worker. Currently, he serves as an Independent Director in the Company. His former titles
included first mate, Management Section Chief, and HR Manager at Shanghai Ocean Shipping Co.,
Ltd., HR General Manager at COSCO Container Lines Co., Ltd., General Manager at the Crew
Department of COSCO (H.K.) Shipping Co., Ltd., Deputy General Manager at COSCO (H.K.)
Shipping Co., Ltd., Deputy General Manager at Shenzhen Ocean Shipping Co., Ltd. under COSCO
(H.K.) Shipping Co., Ltd., General Manager at the Organization Department/HR Department of
China COSCO SHIPPING Corporation Limited (COSCO SHIPPING Group), Deputy General
Manager at COSCO Shipping Lines Co., Ltd., member of 11th and 12th Shanghai Committees of the
Chinese People's Political Consultative Conference (CPPCC), and Deputy Director of the Committee
for Economic Affairs of the Shanghai Committee of the CPPCC. He has served as an Independent
Director of the Company since May 2020.
73
China Merchants Port Group Co., Ltd. Annual Report 2023
Li Qi, Independent Director, graduated from Guanghua School of Management, Peking University
with a PhD degree in Business Administration. Currently, she serves as an Independent Director in
the Company, as well as an associate professor at the Department of Accounting of the Guanghua
School of Management, Peking University. She worked as a teaching assistant and lecturer at the
Department of Accounting of the Guanghua School of Management, Peking University, Assistant to
the Dean and Deputy Secretary of CPC of the Guanghua School of Management, Peking University.
She has been an independent director of the Company since May 2020.
Zheng Yongkuan, Independent Director, graduated from China University of Political Science and
Law with bachelor's degree in law, a master's degree in civil and commercial law and doctor degree
in civil and commercial law. He is now an Independent Director in the Company, as well as a
professor of Law School, Head of Civil and Commercial Law Teaching and Research Section and
Director of Tort Law Research Center in Xiamen University. He is also a director of Civil Law
Research Institute of China Law Society, Vice President of Civil and Commercial Law Research
Institute of Fujian Law Society, arbitrator of Xiamen Arbitration Commission, arbitrator of Quanzhou
Arbitration Commission, a lawyer of Fidelity Law Firm, and an Independent Director of Fujian Deer
Technology Corp. He has been an assistant professor and associate professor in Law School, Xiamen
University. He has served as an independent director of the Company since May 2021.
Chai Yueting, Independent Director, graduated from the Department of Automation of Tsinghua
University with a master’s degree and a doctoral degree in engineering. He now serves as an
Independent Director of the Company, doctoral mentor in automation in Tsinghua University,
Director of National Engineering Laboratory for E-Commerce Technologies, Leader of the Expert
Team for Modern Services of the Ministry of Science and Technology of the People’s Republic of
China, E-Commerce Standardization Team of the Standardization Administration and Expert Team
of Expert Advisory Committee for Development of National E-Commerce Demonstration Cities,
editor of the international, academic journal International Journal of Crowd Science, and Independent
Director of Xinfangsheng Digital Intelligence Technology Co., Ltd. Mr. Chai has served as a member
of the 2nd and 3rd Expert Advisory Committee of State Informatization. He serves as an Independent
Director of the Company since December 2022.
Yang Yuntao, Chairman of the Supervisory Committee, graduated from Jilin University, majoring
in international law, and obtained bachelor’s degree in law. Later Yang Yuntao studied at School of
Law, University of International Business and Economics, and obtained doctor’s degree in law. He is
74
China Merchants Port Group Co., Ltd. Annual Report 2023
now Chairman of the Supervisory Committee of the Company, and Head of the Risk Management
Department/Legal Compliance Department/Audit Department of CMG. Yang Yuntao has
successively held the posts of Deputy General Manager of Port Business Department of Sino-Trans
China National Foreign Trade Transportation Corporation, General Manager of Law Department,
Director, Deputy President (principal person) of SINOTRANS (Hong Kong) Group Company
Limited, Non-Executive Director of SINOTRANS Limited, General Manager of Law Department of
Sino-Trans China Foreign Trade Transportation (Group) Corporation, General Manager, Deputy
General Counsel, General Counsel and General Manager of Law Department of SINOTRANS &
CSC, Deputy Director of Transportation & Logistics Business Department/Beijing Headquarters of
China Merchants Group Company Limited., Deputy Director of Shipping Business Management
Preparatory Office of China Merchants Group, Deputy General Manager and General Counsel of
China Merchants Energy Shipping Co., Ltd.,. Yang Yuntao has been being the Supervisor of the
Company since December 2018 and the Chairman of the Supervisory Committee of the Company
since October 2021.
Fu Bulin, Supervisor, intermediate accountant, graduated from the Accounting Department of
Shanghai Maritime University with a bachelor’s degree in economics, and a master’s degree in
business management from the University of South Australia. He now serves as a Supervisor of the
Company and Deputy Director of Audit Department in China Merchants Group Limited. Mr. Fu has
served as an Accounting Department Chief of the China Merchants Zhangzhou Development Zones
Co., Ltd., Deputy Director, Manager and Senior Manager of Audit Department of the China
Merchants Group Limited, and Assistant of the General Manager of Audit Department, Assistant of
the Head of Risk Management Department and Deputy Director of the Audit Centre of China
Merchants Group Limited. He serves as a Supervisor of the Company since April 2022.
Xu Jia, Supervisor, graduated from the Wuhan University of Technology and obtained a master's
degree in Control Theory and Control Engineering. Currently, he is a supervisor and the Deputy
General Manager at the Operations Management Department of the Company. He worked as a Senior
System Planning Engineer and Project Planning Director at the Engineering Technology Department
75
China Merchants Port Group Co., Ltd. Annual Report 2023
of Shekou Container Terminal Co., Ltd. He has been a supervisor of the Company since May 2020.
Lei Yuanyuan, Supervisor, graduated from Shanxi University of Finance and Economics and with
a bachelor’s degree in financial management and in finance. She is currently a supervisor of the
Company and the Senior Manager of the Financial Management Department/Capital Operation
Department. She served as Accountant, the Reporting Director and Capital Director in the Finance
Department of Shenzhen Chiwan Wharf Holdings Limited and Deputy Function Manager, Function
Manager in the Finance Management Department/Capital Operation Department of China Merchants
Port Group Co., Ltd. She has been a supervisor of the Company since May 2023.
Tu Xiaoping, Chief Financial Officer, senior accountant, graduated from Shanghai Maritime
University with a bachelor's degree in economics, majoring in financial accounting, and a master's
degree in management from Zhongnan University of Economics and Law, majoring in administration
management. He currently serves as the Chief Financial Officer of the Company, as well as an
Executive Director and the Chief Financial Officer of China Merchants Port Holdings Company
Limited. He worked as accountant in Finance Division of Anhui Jianghai Transportation Company,
Deputy Head of Finance Division of Anhui Ocean Shipping Co., Ltd., a clerk in the Finance
Department of Hong Kong Ming Wah Shipping Company Limited, Deputy Manager of the Finance
Department of China Merchants Group Cangma Transportation Co., Ltd., Manager of Finance
Department and Chief Financial Officer of China Merchants Real Estate Co., Ltd., Manager of
Finance Department of China Merchants Real Estate Group Co., Ltd., Chief Financial Officer and
Deputy General Manager of Shenzhen Merchants Venture Co., Ltd., General Manager of Finance
Department, China Merchants Shekou Industrial Zone Co., Ltd., CFO, Deputy General Manager and
Party Secretary of China Merchants Logistics Group Co., Ltd., General Manager and Deputy Party
Secretary of China Yangtze Shipping Group Co., Ltd. He has served as the Chief Financial Officer
of the Company since May 2021.
Li Yubin, Deputy General Manager and Board Secretary, graduated from Tianjin University,
majoring in Harbor and Cannel Engineering with the bachelor of engineering degree, Tianjin
76
China Merchants Port Group Co., Ltd. Annual Report 2023
University, majoring in engineering management, and obtained master’s degree. Later Li Yubin
graduated from The University of Hong Kong and obtained doctor’s degree in real estate and
construction. Li Yubin now serves as Deputy General Manager and Board Secretary of the Company,
as well as Deputy General Manager of China Merchants Port Holdings Company Limited. Li Yubin
used to be Deputy General Manager of Road and Bridge Project of China Harbor Company in
Bangladeshi Office, Project Director of Overseas Business Department of CHEC, Assistant General
Manager of Planning and Commerce Department, R&D Department and Overseas Branches
Department of China Merchants Holdings (International) Company Limited, General Manager,
Deputy General Economist of Strategy and Operation Management Department of China Merchants
Port Holdings Company Limited (CM Port Holdings) &General Manager and Chairman of the Board
of China Merchants Bonded Logistics Co., Ltd., the Chief Representative of Representative Office
of China Merchants Group in Djibouti, the Chief Digital Officer of China Merchants Port Group Co.,
Ltd., and Vice Chairman of the Board of Tianjin Haitian Bonded Logistics Co,. Ltd. Li Yubin has
been the Deputy General Manager of the Company since December 2018 and the Board Secretary of
the Company since April 2021.
Liu Bin, Deputy General Manager, graduated from Zhongnan University of Economic and Law
with a bachelor’s degree in economic law and a master’s degree in business management from Dalian
University of Technology. He now serves as the Deputy General Manager of the Company and
Deputy Chief Economist of China Merchants Port Holdings Company Limited. Mr. Liu has served
as the Deputy General Manager of Business Management Department, Ministry of Commerce and
Corporate Strategy and Development Department and General Manager of Administration
Department, Human Resource Department and Supervision Department in China Merchants Port
Holdings Company Limited, Director and General Manager of Shenzhen Chiwan Wharf Holdings
Limited, and Director of Shenzhen Goodten Interlink Technology Co., Ltd. He serves as a Deputy
General Manager of the Company since September 2022.
Li Wenbo, Deputy General Manager, Intermediate Economist, Engineer, graduated from the
School of Mechanical Engineering, Hefei University of Technology, majoring in Mechanical Design
and Manufacturing. He now serves as Deputy General Manager of the Company and Deputy General
77
China Merchants Port Group Co., Ltd. Annual Report 2023
Manager of China Merchants Port Holdings Company Limited. He served as the Assistant to the
General Manager/Director of the Human Resources Department of Sinotrans Limited, the Deputy
Director, Director, Assistant to the Head of the Personnel Department under the Human Resources
Department of China Merchants Group Corporation Limited, and Director of Personnel
Department/Cadre Supervision Department, Assistant to the Director of the Human Resources
Department and Director of Cadre Department, Deputy Director of the Human Resources Department
and Director of Cadre Department. He has been the Deputy General Manager of the Company since
August 2023.
Zhu Weida, Deputy General Manager, holds a bachelor degree in engineering in Electrical
Automation from the Department of Computer and Automation of Wuhan Institute of Water
Transportation Engineering and a master degree in engineering in mechanical engineering from the
School of Automation, Wuhan University of Technology. Currently, he is Deputy General Manager
of the Company. He served as Deputy General Manager of Beilun Ore Terminal under Ningbo
Zhoushan Port Company Limited, General Manager of Zhoushan Quhuang Port Development and
Construction Co., Ltd, General Manager of Zhoushan Shulanghu Terminal Co., Ltd, Director of
Corporate Management (Audit) Department and Comprehensive Supervision Department of
Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd and Ningbo Zhoushan Port
Group Co., Ltd.. He has been Deputy General Manager of the Company since April 2023.
Liu Libing, General Counsel (Chief Compliance Officer), graduated from the Department of
Philosophy, School of Philosophy, Wuhan University with a Bachelor in Philosophy. Later, he
pursued further study at Sun Yat-sen University School of Law and obtained a Master of Laws.
Currently, he serves as General Counsel and Chief Compliance Officer of the Company, Supervisor
of Shanghai International Port (Group) Co., Ltd. He used to work as Publicity Secretary of the
Political Work Department of China Construction Third Engineering Bureau, Deputy Secretary of
Party Branch (deputy section level) and Deputy Director of Party Committee Office of Shenzhen
Decoration Design Engineering Co., Ltd. of China Construction Third Bureau, Production Supervisor
of Shenzhen Foxconn (Group) Company, lawyer assistant and full-time lawyer at Shenzhen Office
78
China Merchants Port Group Co., Ltd. Annual Report 2023
of Shanghai City Development Law Firm, and full-time lawyer at Guangdong Sun Law
Firm.Manager at the Legal Affairs Department and Senior Manager of China Merchants Property
Development Co., Ltd., Manager at the Legal Affairs Department of China Merchants Group Co.,
Limited, Senior Manager at the Risk Management Department of China Merchants Group Co.,
Limited, and Senior Manager of the General Office and head of the Secretariat of the Board of
Directors at China Merchants Group Co., Limited. He has been the General Counsel of the Company
since August 2020. He has been the Chief Compliance Officer of the Company since August 2023.
Offices held concurrently in shareholding entities:
□ Applicable √ Not applicable
Offices held concurrently in other entities:
Remune
ration or
Office held in allowan
Name Other entity Start of tenure End of tenure
the entity ce from
the
entity
Deputy
Feng
China Merchants Group Co., Limited General March 2022 Yes
Boming
Manager
Feng Chairman of
Liaoning Port Group Co., Ltd. August 2022 No
Boming the Board
Feng Chairman of
China Merchants Energy Shipping Co., Ltd July 2023 No
Boming the Board
Feng SINOTRANS&CSC Holdings Co.,Ltd. Chairman of
December 2023 No
Boming the Board
Feng Chairman of
Sinotrans Limited August 2022 July 2023 No
Boming the Board
Xu Song Liaoning Port Co., Ltd. Director November 2021 September 2023 No
China Merchants Taiping Bay
Xu Song Director July 2023 No
Development Investment Co., Ltd.
China Nanshan Development (Group)
Xu Song Director September 2023 No
Incorporation
Shenzhen Chiwan Industrial Development
Xu Song Director September 2023 No
Co. Ltd.
Vice
Lu
Tin-can Island Container Terminal Ltd Chairman of July 2019 No
Yongxin
the Board
Lu
Terminal Link S.A.S. Director March 2020 No
Yongxin
Full-time
Li outside
China Merchants Group Co., Limited December 2023 Yes
Zhanglin directors
assigned
Li China Merchants Expressway Network &
Supervisor March 2022 No
Zhanglin Technology Holdings Co., Ltd.
79
China Merchants Port Group Co., Ltd. Annual Report 2023
Full-time
outside
Li Qing China Merchants Group Co., Limited December 2023 Yes
directors
assigned
China Merchants Hainan Development &
Li Qing Director June 2023 No
Investment Co., Ltd.
Wu Director of
Zhejiang Provincial Seaport Investment &
Changpa Investment September 2022 Yes
Operation Group Co., Ltd.
n Development
Wu Director of
Changpa Ningbo Zhoushan Port Group Co., Ltd. Investment September 2022 Yes
n Development
Wu
East Harbor Investment Development
Changpa Director June 2017 No
Group Co., Ltd.
n
Wu
Zhejiang Zhongao Modern Industrial Park
Changpa Director April 2016 No
Co., Ltd.
n
Wu
Changpa Zhejiang Zhidi Holdings Co., Ltd. Director August 2019 No
n
Wu
Changpa Zhejiang Aozhou Cattle Industry Co., Ltd Director September 2016 No
n
Director of
Lyu Zhejiang Provincial Seaport Investment & Production
December 2021 Yes
Yiqiang Operation Group Co., Ltd. Safety
Department
Director of
Lyu Production
Ningbo Zhoushan Port Group Co., Ltd. December 2021 Yes
Yiqiang Safety
Department
Lyu
Hangzhou Port Group Co., Ltd. Director June 2022 No
Yiqiang
Lyu Chairman of
Ningbo Electronic Port Co., Ltd. February 2023 No
Yiqiang the Board
Associate
Li Qi Peking University August 2005 Yes
Professor
Independent
Li Qi Guangdong Nanyue Bank Co.,Ltd. November 2020 Yes
Director
Independent
Li Qi Shanghai Nagamori Machinery Co., Ltd. July 2023 Yes
Director
Zheng
Yongku Xiamen University Professor August 2019 Yes
an
Zheng
Civil Law Research Institute of China Law
Yongku Director June 2017 No
Society
an
Zheng
Civil and Commercial Law Research
Yongku Vice President November 2020 No
Institute of Fujian Law Society
an
Zheng
Yongku Xiamen Arbitration Commission Arbitrator April 2008 No
an
80
China Merchants Port Group Co., Ltd. Annual Report 2023
Zheng
Yongku Quanzhou Arbitration Commission Arbitrator January 2019 No
an
Zheng
Yongku Fidelity Law Firm Lawyer December 2017 No
an
Zheng
Independent
Yongku Fujian Deer Technology Corp. April 2022 Yes
Director
an
Chai
Tsinghua University Researcher August 2001 Yes
Yueting
General Expert Group of Modern Service
Chai
Industry, Ministry of Science and Group Leader May 2018 No
Yueting
Technology
Chai E-Commerce Standardization Work Group
Group Leader August 2016 No
Yueting of Standardization Administration
Expert Group of National E-Commerce
Chai
Model City Creation Work Expert Group Leader January 2015 No
Yueting
Advisory Committee
Chai
Beijing Block Chain Expert Group Member June 2020 No
Yueting
Chai
International Journal of Crowd Science Editor January 2017 No
Yueting
Chai Xinfang Shengshuzhi Technology Co., Independent
November 2022 Yes
Yueting Ltd. Director
Minister of
Risk
Management
Department/L
Yang
China Merchants Group Co., Limited egal September 2021 No
Yuntao
Compliance
Department/A
udit
Department
Chairman of
Yang the
China Yangtze Shipping Group Co., Ltd. October 2021 No
Yuntao Supervisory
Committee
Yang China Merchants Shekou Industrial Zone
Supervisor March 2022 No
Yuntao Holdings Co., Ltd.
Chairman of
Yang China Merchants Expressway Network & the
March 2022 No
Yuntao Technology Holdings Co., Ltd. Supervisory
Committee
Vice Minister
Fu Bulin China Merchants Group Co., Limited of Audit September 2017 Yes
Department
Fu Bulin China Yangtze Shipping Group Co., Ltd. Supervisor June 2023 No
Fu Bulin Sinotrans Limited Supervisor July 2023 No
Fu Bulin China Merchants Sharing Service Co. Ltd. Supervisor November 2021 No
China Merchants Investment Development
Fu Bulin Supervisor October 2022 No
Co., Ltd.
Chairman of
Tu
China Nanshan Development (Group) the
Xiaopin February 2022 No
Incorporation Supervisory
g
Committee
81
China Merchants Port Group Co., Ltd. Annual Report 2023
Chairman of
Tu
Shenzhen Chiwan Industrial Development the
Xiaopin February 2022 No
Co. Ltd. Supervisory
g
Committee
Tu
Shenzhen China Merchants Qianhai
Xiaopin Director April 2022 No
Industrial Development Co., L
g
Silk Road Yishang Information Chairman of
Li Yubin January 2019 No
Technology Co., Ltd. the Board
Shenzhen Gangteng Internet Technology Chairman of
Li Yubin January 2022 No
Co., Ltd. the Board
Vice
Asia Airfreight Terminal Company
Li Yubin Chairman of December 2022 No
Limited
the Board
Laos Vientiane Saysettha Operation and
Li Yubin Director June 2022 No
Management Co., Ltd.
Vice
Li Yubin Tianjin Haitian Bonded Logistics Co., Ltd. Chairman of June 2022 November 2023 No
the Board
Li Yubin Liaoning Port Co., Ltd. Director August 2023 No
President of
China Merchants Port International
Liu Bin the Council, October 2020 No
College SZPU Haisi College
President
SPIC Yuetong Qiyuan Core Power
Liu Bin Director July 2021 No
Technology Co., Ltd.
Shenzhen Goodten Interlink Technology
Liu Bin Director January 2022 August 2023 No
Co., Ltd.
Li
Tianjin Port Container Terminal Co., Ltd. Director August 2023 No
Wenbo
Liu Shanghai International Port (Group) Co.,
Supervisor October 2022 No
Libing Ltd.
Offices of directors, supervisor, and senior management held concurrently in other entities exclude
Note
offices held in the Company and subsidiaries within the consolidation scope.
Punishments imposed in the recent three years by the securities regulator on the incumbent directors,
supervisors and senior management as well as those who left in the Reporting Period:
□ Applicable √ Not applicable
3. Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors,
supervisors and senior management:
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 the 10th Independent Directors is RMB150,000/year (tax included), which has been
approved at the 2019 Annual General Meeting. Allowance for the 11th Independent Directors is
82
China Merchants Port Group Co., Ltd. Annual Report 2023
RMB150,000/year (tax included), which has been approved at the 2022 Annual General Meeting.
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.
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.
Remuneration of directors, supervisors and senior management for the Reporting Period
Total before-
Any
tax
remuneratio
Incumbent/For remuneration
Name Gender Age Office title n from
mer from the
related
Company
party
( RMB’0,000)
Feng
Male 54 Chairman of the Board Incumbent 0 Yes
Boming
Vice Chairman of the Board and
Xu Song Male 52 Incumbent 251 No
CEO
Yan Gang Male 51 Vice Chairman of the Board Incumbent 232 No
Lu Director, Chief Operation Officer,
Male 54 Incumbent 223 No
Yongxin and General Manager
Li
Male 57 Director Incumbent 0 Yes
Zhanglin
Li Qing Male 54 Director Incumbent 0 Yes
Wu
Male 54 Director Incumbent 0 Yes
Changpan
Lyu
Male 47 Director Incumbent 0 Yes
Yiqiang
Gao Ping Male 68 Independent director Incumbent 15 No
Li Qi Female 53 Independent director Incumbent 15 No
Zheng
Male 46 Independent director Incumbent 15 No
Yongkuan
Chai
Male 60 Independent director Incumbent 15 No
Yueting
Yang Chairman of the Supervisory
Male 57 Incumbent 0 Yes
Yuntao Committee
Fu Bulin Male 52 Supervisor Incumbent 0 Yes
Xu Jia Male 42 Supervisor Incumbent 68 No
83
China Merchants Port Group Co., Ltd. Annual Report 2023
Lei
Female 34 Supervisor Incumbent 30 No
Yuanyuan
Tu
Male 58 CFO Incumbent 244 No
Xiaoping
Deputy General Manager, Board
Li Yubin Male 52 Incumbent 174 No
Secretary
Liu Bin Male 55 Deputy General Manager Incumbent 198 No
Li Wenbo Male 44 Deputy General Manager Incumbent 43 No
Zhu
Male 55 Deputy General Manager Incumbent 0 Yes
Weida
Liu General Counsel (Chief
Male 50 Incumbent 165 No
Libing Compliance Officer)
Deng
Male 54 Former Chairman of the Board Former 0 Yes
Renjie
Wang Former Vice Chairman of the
Male 53 Former 169 No
Xiufeng Board and CEO
Zhang Rui Male 58 Former Director Former 0 Yes
Liu
Male 59 Former Director Former 0 Yes
Weiwu
Gong
Female 35 Former Supervisor Former 37 No
Man
Total -- -- -- -- 1,894 --
Other notes
□ Applicable √ Not applicable
VI Performance of Duty by Directors in the Reporting Period
1. Board Meeting Convened during the Reporting Period
Date of the Disclosure
Meeting Meeting resolutions
meeting date
The meeting deliberated on and passed:
1. Proposal on Adjusting the Exercise Prices of the Stock Option Incentive
Plan (Phase I) of the Company
The 1st 2. Proposal on Adjusting the Numbers of Qualified Awardees and Stock
Extraordinary Options to Be Granted of the Stock Option Incentive Plan (Phase I) of the
Meeting of the 19 January 20 January Company
10th Board of 2023 2023
Directors in 3. Proposal on the Failure to Meet the Exercise Conditions for the Second
2023 Exercise Schedule of the Stock Options (the First Batch to be Granted) under
the Company’s Stock Option Incentive Plan (Phase I)
4. Proposal on the Failure to Meet the Exercise Conditions for the First
Exercise Schedule of the Stock Options (the Reserved Batch to be Granted)
under the Company’s Stock Option Incentive Plan (Phase I)
84
China Merchants Port Group Co., Ltd. Annual Report 2023
5. Proposal on Cancelling Some Stock Options under the Company’s Stock
Option Incentive Plan (Phase I)
6. Proposal on the Formulation of the Management Measures for the
Remuneration of Management Members
7. Proposal on the Formulation of the Management Measures for
Professional Managers
8. Proposal on the Formulation of the Management Measures for Term
System and Contractual Management
9. Proposal on the Revision of the Management Measures for Donations to
External Beneficiaries
10. Proposal on the Formulation of Liabilities Management System
The 2nd
Extraordinary The meeting deliberated on and passed:
Meeting of the 21 March
20 March 2023 Proposal on the Public Transfer of 45% of CMICT’s Equity by the Majority-
10th Board of 2023
Directors in Owned Subsidiary
2023
The meeting deliberated on and passed:
1. Proposal on the 2022 Report on the Work of the Board of Directors
2. Proposal on the 2022 Report on Business Operations
3. Proposal on the 2022 Report on Financial Accounts
4. Proposal on the Company’s Shareholder Return Plan for the Three Years
(2022-2024)
5. Proposal on the 2022 Profit Distribution and Dividend Payout Plan
6. Proposal on the Annual Report 2022 and Abstract
7. Proposal on the 2022 Report on Sustainable Development
8. Proposal on the 2022 Annual Internal Control Evaluation Report
The 7th Meeting
of the 10th Board 31 March 2023 4 April 2023 9. Proposal on Anti-fraud Risk Assessment Report for 2022
of Directors 10. Proposal on the 2022 Inspection Report on the Provision of Guarantees,
Related-Party Transactions, Securities Investment and Derivatives
Transactions and the Provision of Financial Assistance
11. Proposal on the 2022 Law-Based Development Report (including the
Report on the Development of the Compliance Management System)
12. Proposal on the 2023 Investment Plan
13. Proposal on the 2023 Report on Donation Budget
14. Proposal on the Company’s Five-Year Strategic Plan for 2023-2027
15. Proposal on the Confirmation of the Continuing Related-Party
Transactions in 2022 and the Estimation of Such Transactions in 2023
16. Proposal on Business at China Merchants Bank Such as Deposits and
Loans and Related-Party Transactions in 2023
85
China Merchants Port Group Co., Ltd. Annual Report 2023
17. Proposal on Confirming External Guarantee Progress of the Company in
2022 and the Expected New External Guarantee Line in the Next 12 Months
18. Proposal on Bank Credit Line and Financing Plan for Financial
Institutions in 2023
19. Proposal on Reviewing the General Authorization of the Company to Issue
Bond Products
20. Proposal on the Risk Assessment Report of China Merchants Group
Finance Co., Ltd. Dated 31 December 2022
21. Proposal on the Special Report on Deposit and Usage of Raised Fund in
2022
22. Proposal on Renewal of Appointment of Accounting Firm for 2023
23. Proposal on the Renewal of Liability Insurance for Directors, Supervisors
and Senior Management
24. Proposal on the Election of the Board of Directors
25. Proposal on the Nomination of Independent Director Candidates
26. Proposal on the Allowance and Expense of Independent Directors
The 3rd
Extraordinary The meeting deliberated on and passed:
Meeting of the
6 April 2023 7 April 2023 Proposal on the Related-Party Transaction Regarding Conducting Financial
10th Board of
Directors in Leasing between Majority-owned Subsidiaries and Related Parties
2023
The meeting deliberated on and passed:
1. Proposal on the First Quarter Report 2023
The 4th 2. Proposal on the Extension of Financial Assistance Provided by Majority-
Extraordinary owned Subsidiaries
Meeting of the 3. Proposal on the Extension of Financial Assistance Provided by Majority-
28 April 2023 29 April 2023
10th Board of owned Subsidiaries and Related-Party Transactions to their Equity-
Directors in participating Companies
2023
4. Proposal on the Appointment of Mr. Zhu Weida as Deputy General
Manager
5. Proposal on the Schedule and Agenda of the 2022 Annual General Meeting
The meeting deliberated on and passed:
1. Proposal on the Appointment of Senior Management
The 1st
Extraordinary 2. Proposal on the Appointment of Securities Affairs Representative
Meeting of the 3. Proposal on the Adjustment of a Partially-owned Subsidiary’s Related-
14 July 2023 15 July 2023
11th Board of party Guarantee for Its Equity-participating Company
Directors in
2023 4. Proposal on the By-election of Director
5. Proposal on the Schedule and Agenda of the First Extraordinary General
Meeting in 2023
86
China Merchants Port Group Co., Ltd. Annual Report 2023
The meeting deliberated on and passed:
1. Proposal on the Election of Chairman and Vice Chairman of the 11th
Board of Directors
2. Proposal on the Election of Members of Audit Committee of the 11th Board
of Directors
The 2nd 3. Proposal on the Election of Members of Nomination, Remuneration and
Extraordinary Appraisal Committee of the 11th Board of Directors
Meeting of the
31 July 2023 1 August 2023 4. Proposal on the Election of Members of Strategy and Sustainable
11th Board of
Directors in Development Committee of the 11th Board of Directors
2023
5. Proposal on the Convener of Audit Committee of the 11th Board of
Directors
6. Proposal on the Convener of Nomination, Remuneration and Appraisal
Committee of the 11th Board of Directors
7. Proposal on the Convener of Strategy and Sustainable Development
Committee of the 11th Board of Directors
The 3rd
Extraordinary The meeting deliberated on and passed:
Meeting of the 16 August 17 August
1. Proposal on the Appointment of Deputy General Manager
11th Board of 2023 2023
Directors in 2. Proposal on the Appointment of Chief Compliance Officer
2023
The meeting deliberated on and passed:
1. Proposal on the Semi-Annual Report 2023 and Abstract
2. Proposal on the Risk Assessment Report of China Merchants Group
The 1st Meeting Finance Co., Ltd. Dated 30 June 2023
29 August 31 August
of the 11th Board
2023 2023 3. Proposal on the Special Report on Deposit and Usage of Raised Fund in
of Directors
H1 2023
4. Proposal on Inspection Report on the Provision of Guarantees, Related-
Party Transactions, Securities Investment and Derivatives Transactions and
the Provision of Financial Assistance for H1 2023
The 4th
Extraordinary The meeting deliberated on and passed:
Meeting of the 26 September 26 September
11th Board of 2023 2023 Proposal on the Transfer and Acquisition of Equity Interests in Relevant
Directors in Subsidiaries and Related-party Transactions
2023
The meeting deliberated on and passed:
1. Proposal on the Third Quarter Report 2023
The 5th
Extraordinary 2. Proposal on Amending the Articles of Association of the Company
Meeting of the 25 October 26 October
11th Board of 2023 2023 3. Proposal on Revising the Rules of Procedure for the Board of Directors
Directors in
4. Proposal on Revising the Working System for Independent Directors
2023
5. Proposal on Revising the Working Articles of Audit Committee of the Board
of Directors
87
China Merchants Port Group Co., Ltd. Annual Report 2023
6. Proposal on Revising the Working Articles of Nomination, Remuneration
and Appraisal Committee of the Board of Directors
7. Proposal on Revising the Working Articles of Strategy and Sustainable
Development Committee of the Board of Directors
8. Proposal on Revising the Working Articles of Chief Executive Officer
9. Proposal on Revising the Management System of Investors’ Relations
10. Proposal on Revising the Measures for Appraising the Business
Performance of Management Members
11. Proposal on Convening the Company’s 2nd Extraordinary General
Meeting in 2023
The 6th The meeting deliberated on and passed:
Extraordinary
Meeting of the 28 December 29 December 1. Proposal on Revising the Rules of Procedures for Office Meeting
11th Board of 2023 2023
Directors in 2. Proposal on the Results of Performance Appraisal of Management
2023 Members for 2022 and Remuneration Encashment Programme
2. Attendance of Directors at Board Meetings and General Meetings
Attendance of directors at board meetings and general meetings
Total
The
number of
Board Board director
board Board
Board meetings meetings failed to
meetings meetings General
meetings attended the attend two
Director the attended meetings
attended by director consecutiv
director through a attended
on site telecommu failed to e board
was proxy
nication attend meetings
eligible to
(yes/no)
attend
Feng Boming 7 3 4 0 0 No 2
Xu Song 12 4 8 0 0 No 3
Yan Gang 12 3 9 0 0 No 3
Zhang Rui 12 3 9 0 0 No 3
Liu Weiwu 12 3 9 0 0 No 3
Lu Yongxin 7 3 4 0 0 No 2
Wu Changpan 12 0 12 0 0 No 3
Lyu Yiqiang 12 0 12 0 0 No 3
Gao Ping 12 3 9 0 0 No 3
Li Qi 12 4 8 0 0 No 3
Zheng
12 4 8 0 0 No 3
Yongkuan
Chai Yueting 12 4 8 0 0 No 3
Deng Renjie 5 1 4 0 0 No 1
Wang
5 1 4 0 0 No 1
Xiufeng
88
China Merchants Port Group Co., Ltd. Annual Report 2023
Why any director failed to attend two consecutive board meetings:
None
3. Objections Raised by Directors on Matters of the Company
Indicate by tick mark whether any directors raised any objections on any matter of the Company.
□ Yes √ No
No such cases in the Reporting Period.
4. Other Information about the Performance of Duty by Directors
Indicate by tick mark whether any suggestions from directors were adopted by the Company.
√ Yes □ No
Specification of whether suggestions from directors are adopted or not adopted by the Company
During the Reporting Period, all the directors of the Company carried out their work conscientiously
and responsibly in strict accordance with the Company Law, Securities Law, Listed Company
Governance Standards, Self-Regulatory Guidelines No. 1 for Companies Listed on Shenzhen Stock
Exchange - Standard Operation of Listed Companies on the Main Board, Articles of Association and
Rules of Procedure of the Board of Directors. Based on the Company's reality, they put forward
relevant opinions on the Company's major governance and operation decisions, and reached
consensus through full communication and discussion. They resolutely supervised and promoted the
implementation of the resolutions of the Board of Directors to ensure scientific, timely and efficient
decision-making and fully safeguard the legitimate rights and interests of the Company and all
shareholders.
VII Performance of Duty by Specialized Committees under the Board in the Reporting Period
Profile of Specialized Committee under the Board as at the end of the period
No. Specialized Committee Member Convener
Strategy and Sustainable
Feng Boming, Xu Song, Yan Gang, Li Zhanglin, Li Qing, Feng
1 Development
Lu Yongxin, Gao Ping, Li Qi, Chai Yueting Boming
Committee
2 Audit Committee Li Qi, Chai Yueting, Zheng Yongkuan Li Qi
Nomination,
3 Remuneration and Gao Ping, Feng Boming, Zheng Yongkuan Gao Ping
Evaluation Committee
Commit N Othe Detail
Member Date of the meeting Meeting Contents
tee u r s
89
China Merchants Port Group Co., Ltd. Annual Report 2023
m infor about
b mati matte
e on rs
r abou with
o t the object
f perf ions
m orm (if
e ance any)
et of
i duty
n
g
s
c
o
n
v
e
n
e
d
The meeting reviewed:
The 10th Deng Renjie, 1. Proposal on the Report on
Strategy Wang Performance of Duty by the Strategy
1st
The Meeting
and Xiufeng, and Sustainable Development
of the Strategy Una
Sustaina Yan Gang, Committee of the Board of Directors in
Committee of the nim
ble Zhang Rui, 1 30 March 2023 2022 None
10th Board of ous
Develop Xu Song,
Directors for 2. Proposal on the 2022 Report on vote
ment Gao Ping, Li
2023 Sustainable Development
Commit Qi, Chai
tee Yueting
3. Proposal on the Company’s Five-
Year Strategic Plan for 2023-2027
The 11th Feng
Strategy Boming, Xu The meeting reviewed:
The 1st Meeting
and Song, Yan
of the Strategy Proposal on the Election of Convener of Una
Sustaina Gang, Zhang
Committee of the Strategy and Sustainable Development nim
ble Rui, Lu 1 31 July 2023 None
11th Board of Committee of the 11th Board of ous
Develop Yongxin,
Directors for Directors and Confirmation of the Head vote
ment Gao Ping, Li
2023 of Investment Review Team
Commit Qi, Chai
tee Yueting
The meeting reviewed:
Audit 1. Proposal on the Report on
Commit The 1st Meeting Performance of Duty by the Audit
tee of Li Qi, Liu of the Audit Committee of the Board of Directors in Una
the Weiwu, Committee of the 2022 nim
6 30 March 2023 None
Board Zheng 10th Board of ous
of Yongkuan Directors for 2. Proposal on Work Report of vote
Director 2023 Accounting Firm for 2022
s
3. Proposal on the Financial Report of
2022
90
China Merchants Port Group Co., Ltd. Annual Report 2023
4. Proposal on Renewal of Appointment
of Accounting Firm for 2023
5. Proposal on Anti-fraud Risk
Assessment Report for 2022
6. Proposal on Internal Auditing Report
for 2022
7. Proposal on Internal Auditing Plan
for 2023
8. Proposal on Inspection Report on
Deposit and Usage of Raised Fund in
2022
9. Proposal on Inspection Report on the
Provision of Guarantees, Related-Party
Transactions, Securities Investment and
Derivatives Transactions and the
Provision of Financial Assistance for
2022
10. Proposal on the 2022 Law-Based
Development Report (including the
Report on the Development of the
Compliance Management System)
The meeting reviewed:
The 2nd Meeting
of the Audit 1. Proposal on Internal Audit Report for Una
Committee of the the First Quarter of 2023 nim
28 April 2023 None
10th Board of ous
Directors for 2. Proposal on Inspection Report on vote
2023 Deposit and Usage of Raised Fund in
the First Quarter of 2023
The 1st Meeting The meeting reviewed:
of the Audit Una
Committee of the Proposal on the Election of Convener of nim
31 July 2023 Audit Committee of the 11th Board of None
11th Board of ous
Directors for Directors and the Confirmation of vote
2023 Contact of Working Group
The meeting reviewed:
1. Proposal on Financial Report for H1
2023
The 2nd Meeting 2. Proposal on Internal Audit Report for
of the Audit the Second Quarter of 2023 Una
Committee of the nim
29 August 2023 None
11th Board of 3. Proposal on Inspection Report on ous
Directors for Deposit and Usage of Raised Fund in vote
2023 H1 2023
4. Proposal on Inspection Report on the
Provision of Guarantees, Related-Party
Transactions, Securities Investment and
Derivatives Transactions and the
91
China Merchants Port Group Co., Ltd. Annual Report 2023
Provision of Financial Assistance for
H1 2023
The meeting deliberated on and passed:
1. Proposal on the Third Quarter
Report 2023
The 3rd Meeting
of the Audit 2. Proposal on Internal Audit Report for Una
Committee of the the Third Quarter of 2023 nim
25 October 2023 None
11th Board of ous
Directors for 3. Proposal on Inspection Report on vote
2023 Deposit and Usage of Raised Fund in
the Third Quarter of 2023
4. Proposal on the Selection of
Accounting Firm for 2024
Mee
ting
and
The 4th Meeting
com
of the Audit
Meet with accountants to negotiate the mun
Committee of the
29 December 2023 schedule for the audit of the 2023 icati None
11th Board of
Annual Financial Report on
Directors for
with
2023
acco
unta
nts
The meeting reviewed:
The 1st Meeting 1. Proposal on the Formulation of the
of the Management Measures for the
Nomination, Remuneration of Management
Una
Remuneration and Members
nim
The 10th 19 January 2023 Evaluation 2. Proposal on the Formulation of the None
ous
Nomina Committee of the Management Measures for
vote
tion, 10th Board of Professional Managers
Remune Directors for 3. Proposal on the Formulation of the
ration 2023 Management Measures for Term
and System and Contractual Management
Gao Ping,
Evaluati
Deng Renjie,
on 3 The meeting reviewed:
Zheng
Commit 1. Proposal on Report on Performance
Yongkuan
tee of The 2nd Meeting of Duty by the Nomination,
the of the Remuneration and Appraisal
Board Nomination, Committee of the Board of Directors in
of Una
Remuneration and 2022
Director nim
30 March 2023 Evaluation 2. Proposal on the Remuneration of None
s ous
Committee of the Directors, Supervisors and Senior
vote
10th Board of Management in 2022
Directors for 3. Proposal on the Inspection of
2023 Director Candidates
4. Proposal on the Allowance and
Expense of Independent Directors
92
China Merchants Port Group Co., Ltd. Annual Report 2023
The 3rd Meeting
of the
Nomination,
Una
Remuneration and The meeting reviewed:
nim
28 April 2023 Evaluation Proposal on the Appointment of Mr. None
ous
Committee of the Zhu Weida as Deputy General Manager
vote
10th Board of
Directors for
2023
The 1st Meeting
of the
The meeting reviewed:
Nomination,
Proposal on the Election of Convener of Una
Remuneration and
Nomination, Remuneration and nim
31 July 2023 Evaluation None
Appraisal Committee of the 11th Board ous
Committee of the
of Directors and the Confirmation of vote
11th Board of
Head of Working Group
Directors for
2023
The 2nd Meeting
of the
The 11th
Nomination, The meeting reviewed:
Nomina Una
Remuneration and 1. Proposal on the Appointment of
tion, nim
16 August 2023 Evaluation Deputy General Manager None
Remune ous
Committee of the 2. Proposal on the Appointment of Chief
ration vote
11th Board of Compliance Officer
and Gao Ping,
Directors for
Evaluati Feng
2023
on Boming, 4
The 3rd Meeting
Commit Zheng
of the
tee of Yongkuan
Nomination,
the The meeting reviewed: Una
Remuneration and
Board Proposal on Revising the Measures for nim
25 October 2023 Evaluation None
of Appraising the Business Performance ous
Committee of the
Director of Management Members vote
11th Board of
s
Directors for
2023
The 4th Meeting
of the
Nomination, The meeting reviewed:
Una
Remuneration and Proposal on the Results of Performance
nim
28 December 2023 Evaluation Appraisal of Management Members for None
ous
Committee of the 2022 and Remuneration Encashment
vote
11th Board of Programme
Directors for
2023
VIII Performance of Duty by the Supervisory Committee
Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its
supervision in the Reporting Period.
□ Yes √ No
The Supervisory Committee raised no objections in the Reporting Period.
93
China Merchants Port Group Co., Ltd. Annual Report 2023
IX Employees
1. Number, Functions and Educational Backgrounds of Employees
Number of in-service employees of the
Company as the parent as at the end of the 303
period
Number of in-service employees of major
14,147
subsidiaries as at the end of the period
Total number of in-service employees 14,450
Total number of paid employees in the
15,315
Reporting Period
Number of retirees to whom the Company as the
parent or its major subsidiaries need to pay 9,659
retirement pensions
Functions
Function Employees
Production 7,769
Sales 545
Technical 3,044
Financial 524
Administrative 2,568
Total 14,450
Educational backgrounds
Educational background Employees
Master’s degree and above 554
Bachelor’s degree 3,921
Junior college 3,682
Technical secondary school and below 6,293
Total 14,450
2. Employee Remuneration Policy
In 2023, in the face of the severe external situation and a series of risks and challenges, the Company,
in line with the general principle of seeking progress while maintaining stability and made every
effort to implement development measures. Through continuous optimization of the remuneration
incentive mechanism, the Company promoted the in-depth integration of human efficiency
enhancement and business development, boosting its high-quality development.
The Company optimized revenue distribution mechanism, launched benchmarking of performance
and remuneration, improved remuneration strategy at the appropriate time, and enhanced the
efficiency of resource allocation. Efforts were made to improve the diversified incentive system by
combining short-term and medium- and long-term incentives, equity incentives and cash-based
incentives, to create a mechanism for employees and the Company to share benefits and risks. The
94
China Merchants Port Group Co., Ltd. Annual Report 2023
Company adopted targeted incentives by stratification and classification, supported by the
improvement in performance appraisal and incentive mechanism, adhered to the concept of
performance-oriented market-based income distribution, and strengthened the connection with
appraisal. The Company continuously and effectively play the role of remuneration incentives by
establishing a dynamic remuneration adjustment mechanism linked to the appraisal. The
remuneration distribution policy is more favourable to the excellent team and outstanding employees
who create value, talents who make remarkable contributions and the difficult, dirty, dangerous, and
tiring front-line positions, as well as technology innovation talents and value creators.
Based on the principles of internationalization, localization and being market-oriented, the Company
built an international talent incentive system combining differentiated management and all-round
protection, ensuring the effective operation of the management mode featuring “professionalised
long-term assignment, policy-based short-term assignment, and young reserve talents”. It explored
the development of incentive mechanism for a technology-based enterprise, introduced special
incentive measures for technology innovation talents, and strengthened the incentive orientation of
value creation based on knowledge, technology and other innovation elements, providing policy
support and system guarantee for technology innovation. The Company focused on the establishment
of a long-term incentive mechanism, explored the feasibility of phased implementation of the equity
incentive plan and the applicability of medium- and long-term incentive instruments. Based on this,
it actively advanced medium- and long-term incentive plans for Senior Management and key
employees, effectively mobilizing motivation and creativity and injecting vitality into it.
3. Employee Training Plans
In 2023, the Company vigorously planned and implemented various talent development projects with
a focus on its talent development strategies and business development needs. It also established a
team of high-quality internal trainers and developed high-quality courses. The above measures helped
cultivate young cadres with excellent professional ability, innovative spirit and global vision, thus
boosting the talent building of the Company.
First, the Company continued to carry out the youth cadre class project, strengthened the industry’s
internal course training system, and organized 115 young cadres to study and explore port-related
business in depth. Through a series of leadership course training such as non-authority influence and
comprehensive communication, the Company improved the comprehensive management ability in a
targeted manner, and helped to build high-quality young cadres who are proficient in business, good
at management, and have a global vision.
95
China Merchants Port Group Co., Ltd. Annual Report 2023
Second, its overseas strategies were actively promoted and its digitalised strategies implemented. To
expand the Company’s overseas business, thematic seminars and external resource empowerment
were carried out in order to conduct targeted training projects. It invited professional professors from
key national institutions to give lectures and exchange ideas, and organised overseas political,
economic and cultural courses, enhancing the staff’s understanding of cross-culture communication
and their ability to communicate and collaborate with partners with different cultural backgrounds.
In addition, the Company invited its experts in digitalisation to conduct internal training to deepen
employees’ understanding of digitally-enabled business and to enhance their awareness of digital
security.
Third, it continued to improve the quality of internal trainers and expand the size of the team. In 2023,
the Company launched the third phase of its trainer training project, and established a long-term
effective mechanism to encourage more managers and business experts to join in the ranks of internal
trainers. Through course review and teaching in lieu of training, 30 new internal trainers were added
and 30 high-quality courses were released. At the same time, the Company effectively leveraged the
synergy of training, and sent more quality internal training courses to subordinate companies,
ensuring the sharing of high-quality training resources to benefit more employees.
4. Labor Outsourcing
Total man-hours (hour) N/A
Total remuneration paid (RMB) 1,204,882,561.08
X Final Dividend Plan of the Company for the Reporting Period
1. Formulation, execution or adjustments of profit distribution policy for shareholders,
especially cash dividend policy, in the Reporting Period
Pursuant to the CSRC Guideline for Listed Companies No.3-Cash Dividends of Listed Companies
and the Notice of CSRC on Further Implementing Matters Related to Cash Dividends of Listed
Companies, the Articles of Association clarifies the specific profit distribution policy, decision-
making procedures and mechanism, adjustment of profit distribution policy, implementation of profit
distribution plan, and profit distribution for foreign shares. During the Reporting Period, the Company
executed the profit distribution policy in strict compliance with the Articles of Association.
Special statement about the cash dividend policy
In compliance with the Company’s Articles of
Yes
Association and resolution of general meeting
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
96
China Merchants Port Group Co., Ltd. Annual Report 2023
Independent directors faithfully performed their duties
Yes
and played their due role
Specific reasons and the next steps it intends to take
to enhance the investor return level if the Company Not applicable
has not made cash dividend:
Non-controlling interests are able to fully express their
opinion and desire and their legal rights and interests Yes
are fully protected
In case of adjusting or changing the cash dividend
policy, the conditions and procedures involved are in
Not applicable
compliance with applicable regulations and
transparent
2. The Company was profitable in the Reporting period and the positive profits of the Company
as the parent attributable to shareholders while the distribution plan of cash dividend for
shareholders was not proposed.
Applicable √ Not applicable
3. Final Dividend Plan for the Reporting Period
Bonus shares/10shares (share) 0
Cash dividend/10 shares (RMB) (tax inclusive) 5.8
Bonus issue from capital reserves (share/10 shares) 0
Share base (share) 2,499,462,404
Total cash dividends (RMB) (tax inclusive) 1,449,688,194.32
Cash dividends in other forms (such as share
repurchase) (RMB) 0.00
Total cash dividends (including other forms)
(RMB) 1,449,688,194.32
Distributable profits (RMB) 1,999,000,567.57
Cash dividends (including other forms) as % of 100%
total profits to be distributed (%)
Details of the cash dividends
As the Company is in the mature stage of development with significant capital expenditures arrangement, when distributing profits,
the proportion of cash dividends in this profit distribution shall be 40% at least.
Details of final dividend plan for the Reporting Period
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the consolidated net profit attributable to the Company
as the parent for 2023 stood at RMB3,571,800,762.16 and the net profit of the Company as the parent at RMB940,631,145.26.
(1) According to the Company Law and the Articles of Association of the Company, when distributing the current year's after-tax
profits, the Company shall draw 10% of the profits for the company's statutory reserve fund. This withdrawal of surplus reserve for
the Company is RMB94,063,114.53. The accumulative distributable profit of the Company as the parent at the end of 2023 was
RMB1,999,000,567.57.
(2) Base on the latest total 2,499,462,404 shares, a cash dividend of RMB5.80 (tax included) is to be distributed for every 10 shares,
totalling RMB1,449,688,194.32, with no bonus issue from either profit or capital reserves.
After the above-mentioned distribution, the retained earnings of the Company as the parent will be RMB549,312,373.25.
If there is a change in the total share capital of the company during the period from the disclosure of the distribution plan to its
implementation due to the listing of new shares, the grant and exercise of equity incentives, convertible bonds to shares conversion,
share repurchases, etc., the total distribution amount for the year 2023 will be adjusted accordingly based on the principle that the
distribution amount per share remains unchanged.
The above profit distribution plan still needs to be submitted to the 2023 Annual General Meeting for approval.
97
China Merchants Port Group Co., Ltd. Annual Report 2023
XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for
Employees
1. Equity incentive
The Company’s review and approval procedures carried out in connection with the Stock Option
Incentive Plan are as follows:
(1) The 1st Extraordinary Meeting of the 10th Board of Directors in 2023 and 1st Extraordinary
Meeting of the 10th Supervisory Committee in 2023 of the Company, held on 19 January 2023,
reviewed and approved the Proposal on Adjusting the Exercise Prices of the Stock Option Incentive
Plan (Phase I) of the Company, the Proposal on Adjusting the Numbers of Qualified Awardees and
Stock Options to Be Granted of the Stock Option Incentive Plan (Phase I) of the Company, the
Proposal on the Failure to Meet the Exercise Conditions for the Second Exercise Schedule of the
Stock Options (the First Batch to be Granted) of the Stock Option Incentive Plan (Phase I) of the
Company, the Proposal on the Failure to Meet the Exercise Conditions for the First Exercise Schedule
of the Stock Options (the Reserved Portion) of the Stock Option Incentive Plan (Phase I) of the
Company, and the Proposal on Cancelling Some Stock Options in the Stock Option Incentive Plan
(Phase I) of the Company.. Independent directors gave independent opinions of agreement. The
Supervisory Committee of the Company verified the proposals and gave opinions. For details, see the
relevant announcements disclosed by the Company on Cninfo (www.cninfo.com.cn) (Announcement
No. 2023-005, 2023-006, 2023-007, 2023-008 and 2023-009).
(2) On 7 February 2023, upon the review and confirmation of Shenzhen Branch of China Securities
Depository and Clearing Corporation Limited, the Company completed the cancellation of some
stock options in the stock option incentive plan (phase I). For more details, please refer to the
Announcement on Completing the Cancellation of Some Stock Options in the Stock Option Incentive
Plan (Phase I) of the Company (Announcement No. 2023-010) disclosed by the Company on Cninfo
(www.cninfo.com.cn).
Equity Incentives for Directors and Senior Management
Exerc
Shar ise
es price Numb
Shar
Shar feasi of er of
es Mark Numb The
e ble exerci Numb restric Numb
exer et er of grant
optio to sed er of ted er of
Share cised Share price releas price
ns exer share restric shares restric
options duri options at the ed of
Offic grant cise s ted newly ted
held at ng held at perio shares restric
Name e ed in duri durin shares grante shares
the the the d- for ted
title the ng g the held d held
period- Rep period- end the shares
Repo the Repor at the during at the
begin ortin end (RM Repor (RMB
rting Rep ting period the period
g B/sh ting /share
Perio ortin Perio -begin Repor -end
Peri are) Period )
d g d ting
od
Peri (RM Period
od B/sha
re)
Xu Vice
Song Chair 240,000 - - - - 120,000 - - - - - -
man
98
China Merchants Port Group Co., Ltd. Annual Report 2023
of
the
Boar
d and
CEO
Vice
Chair
man
Yan
of 102,000 - - - - 51,000 - - - - - -
Gang
the
Boar
d
Chief
Oper
ation
Offic
Lu
er,
Yongxi 144,000 - - - - 72,000 - - - - - -
and
n
Gene
ral
Man
ager
Depu
ty
Gene
ral
Man
Li
ager, 144,000 - - - - 72,000 - - - - - -
Yubin
and
Boar
d
Secre
tary
Depu
ty
Liu Gene
Bin 60,000 - - - - 30,000 - - - - - -
ral
Man
ager
Gene
ral
Coun
sel
(Chie
Liu
f 50,000 - - - - 25,000 - - - - - -
Libing
Com
plian
ce
Offic
er)
Total -- 740,000 - - - -- 370,000 -- - - - -- -
On 7 February 2023, upon the review and confirmation of Shenzhen Branch of China Securities Depository and
Clearing Corporation Limited, the Company completed the cancellation of above stock options. 120,000 shares,
Remark (if any) 51,000 shares, 72,000 shares, 72,000 shares, 30,000 shares and 25,000 shares of share options respectively held
by Mr. Xu Song, Mr. Yan Gang, Mr. Lu Yongxin, Mr. Li Yubin, Mr. Liu Bin and Mr. Liu Libing had been
cancelled
Appraisal of and Incentive for Senior Management
In 2023, the Company continuously carried out the tenure system and contractual management,
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China Merchants Port Group Co., Ltd. Annual Report 2023
realized comprehensive coverage and adhered to rigid remuneration realization. The Company has a
mature assessment mechanism and system covering all senior management personnel. The annual
comprehensive assessment combines qualitative and quantitative methods with the dimensions
including performance, competence, self-discipline, etc. The assessment results of senior
management serve as an important basis for appointment and motivation. The Company adjusts and
determines the post salary of senior management based on the factors including operation status,
position served and assessment results, and determines the performance bonus of senior management
through the factors including annual comprehensive ability assessment, annual key performance
indicators appraisal and three-year strategic appraisal results.
The performance-based bonus scheme for Senior Management members was optimized based on the
distinctive principle of “outperforming the market and the peers”, through the comparison with
themselves and benchmarking with their peers and the complementation of short-term KPI appraisal
and long-term strategic assessment. That ensured the Company’s business performance was strongly
linked to the performance bonus of Senior Management members, giving full play to the incentive
and guiding role of remuneration. To promote the implementation of the Company’s medium- and
long-term incentive plan, it encouraged Senior Management to focus on the short-term performance
of the year and the development of its medium- and long-term performance.
2. Employee Stock Ownership Plans
□ Applicable √ Not applicable
3. Other Incentive Measures for Employees
□ Applicable √ Not applicable
XII Establishment and Implementation of Internal Control System in the Reporting Period
1. Establishment and Implementation of Internal Control System
During the Reporting Period, to boost operational efficiency and results, the Company continuously
improved and optimized its existing internal control system in strict compliance with laws,
regulations, and external regulatory requirements and taking into consideration its actual status. In
the process, it was guided by risk management, based itself on procedure streamlining, and focused
on critical control activities.
During the Reporting Period, the Company prepared the Handbook of Internal Control Workflow of
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China Merchants Port Group Co., Ltd. Annual Report 2023
CMPort, in which it specified the workflow of the principal business and corresponding authority and
responsibilities and regulated critical control processes, including the setting of internal institutions,
the responsibilities and authority for major positions, and the approval procedures. By refining the
internal control workflow, the Company’s internal control management was substantially improved.
CMPort achieved full coverage of internal control management during the Reporting Period. It
supervised and inspected the internal control systems of nine subordinate companies. Concurrently,
all subordinate companies conducted internal control self-assessments on a quarterly basis and
prepared the internal control weakness checklist in accordance with the annual internal control plan
of CMPort and focusing on internal control elements including corporate governance, authorization
management, job responsibilities and process activities. By the end of 2023, all internal control
weaknesses are rated as general weaknesses, and no material weaknesses were identified. For the
general weaknesses, the Company designated the person responsible for the remediation, developed
a remediation plan, and followed up on the remediation progress regularly.
The Company prepared the 2023 Internal Control Assessment Report in accordance with the Basic
Rules for Enterprise Internal Control and its supporting guidelines, other regulatory requirements for
internal control, and the Company’s internal control policies and assessment methods. The conclusion
of the report is as follows: By the identification of material weaknesses in the internal control over
the Company’s financial reporting, as at the base day of the internal control assessment report (31
December 2023), no material weaknesses were identified in the internal control over the Company’s
financial reporting. Therefore, the Board of Directors believed that the Company had maintained
effective internal control over financial reporting in all material respects as per the Basic Rules for
Enterprise Internal Control and relevant regulations. According to the identification of material
weaknesses in the Company’s internal control over non-financial reporting, there were no material
weaknesses in the internal control over non-financial reporting as at the base day of the internal
control assessment report. Between the base day and the issuance day of the internal control
assessment report, there were no factors that affected the assessment conclusion about the
effectiveness of the internal control.
2. Material Internal Control Weaknesses Identified for the Reporting Period
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China Merchants Port Group Co., Ltd. Annual Report 2023
Yes √ No
XIII Management and Control over Subsidiaries for the Reporting Period
The Company, guided by “empowerment, professionalism and value”, established an operation
management system with sustainable value creation, gradually formulated standards for all functional
modules, and managed to build a world-class value-oriented headquarters. Taking into account the
strategic positioning of its subsidiaries, the Company, adhering to the principles of differentiation and
controllable risks and pushing forward full-cycle asset management, procurement management, and
performance evaluation mechanism, continuously promoted the healthy development of its
subsidiaries. Besides, focusing on execution quality, the Company intensified the tasks on quality and
efficiency improvement and strived to implement related measures to achieve in-depth integration
between quality and efficiency improvement and strategic objectives.
XIV Internal Control Self-Evaluation Report and Independent Auditor’s Report on Internal
Control
Disclosure date of the internal control self-evaluation report 2 April 2024
For details, see
Index to the disclosed internal control self-evaluation report
www.cninfo.com.cn
Evaluated entities’ combined assets as % of consolidated total assets 100.00%
Evaluated entities’ combined operating revenue as % of consolidated operating revenue 100.00%
Identification standards for internal control weaknesses
Weaknesses in internal
Type control over financial Weaknesses in internal control not related to financial reporting
reporting
If a defect or defect Great defect Significant defect Common defect
group give rise to the Development direction Development direction Development direction
following events which substantially deviates partly deviates from the slightly deviates from
cannot be prevented or from the strategic goals, strategic goals, and the strategic goals, and
and investment investment direction, investment direction,
found and made direction, business business structure and business structure and
Nature rectification, the defect structure and business business model are business model are
standard
or defect group are model are completely unable to support the unable to fully support
recognized as unable to support the realization of strategic the realization of
realization of strategic goals at a larger extent strategic goals
significant defects: goals
(1) Malpractices of Strategy implementation Strategy implementation Strategy implementation
directors, supervisors is blocked, almost all is blocked, most of is blocked, part of
indicators of strategy indicators of strategy indicators of strategy
102
China Merchants Port Group Co., Ltd. Annual Report 2023
and senior implementation cannot implementation cannot implementation cannot
management: completed as planned completed as planned completed as planned
Lead to break off of Lead to break off of Some daily business is
(2) The Company make common common influenced, lead to break
correction to the business/service or it business/service or it off of common
financial report issued; takes half year or above takes three months or business/service or it
to recover the break off half year below to takes three months
(3) Certified Public
of common recover the break off of below to recover the
Accountant find that business/service common break off of common
there is a significant business/service business/service
error in the financial Badly damage the In a large extent, damage damage the working
working enthusiasm of the working enthusiasm enthusiasm of all the
report, however, the
all the employees, will of all the employees, employees, reduce work
internal control did not give rise to large scale reduce work efficiency, efficiency, have some
discover it when group events or heavy have greatly adverse adverse effect to
conducting internal damage to enterprises effect to enterprises enterprises culture and
culture and enterprises culture and enterprises enterprises cohesion
control;
cohesion cohesion
(4) The Audit The employee's ability The employee's ability The employee's ability
Committee under the and professional skills and professional skills in and professional skills in
Board and Internal universally cannot meet some significant fields some fields cannot meet
Audit Service's the enterprise cannot meet the the enterprise
supervision to the development needs by a enterprise development development
internal control is large margin needs
invalid. Negative news spread in Negative news spread in Negative news spread in
the field of the entire the field of the entire the field of the entire
business (including business, or was paid
extending to industry attention or reported by business, have small
chain),or was paid the local media the damage to the reputation
attention by the national recovery of reputation of the enterprise, the
media or public media, will take three to six recovery of reputation
the recovery of months
reputation will take more will take three months
than six months below
The enterprise's internal The enterprise's internal The enterprise's internal
confidential information confidential information confidential information
leakage which badly leakage which affect the leakage which affect the
affect the enterprise's enterprise's competitive enterprise's competitive
competitive capacity in capacity in the market, capacity in the market,
the market, or affect the or affect the competitive or affect the competitive
competitive capacity in capacity in management capacity in management
management in a large extent in a general extent
The judging standard The judging standard was the net profits attributable to the parent Company's
was the net profits shareholders in the consolidated financial statements audited in last year.
attributable to the
Great defect Significant defect Common defect
parent Company's
shareholders in the Have a significant Have a greater adverse Have an adverse impact
consolidated financial adverse impact on the impact on the asset on the asset turnover
Quantitative statements audited in asset turnover ability, turnover ability, which ability, which lead to
standard last year. Misstatement which lead to total asset lead to total asset total asset turnover rate
amount ≥ 5% above of turnover rate lowed 20% turnover rate lowed 10% lowed 10% below
judging standard was above (Including to 20% (Including
great defect; 5% 20％） 10%）
judging standard ＞1% Had significant adverse Had larger adverse Had adverse impact to
misstatement amount impact to the annual impact to the annual the annual operation
103
China Merchants Port Group Co., Ltd. Annual Report 2023
was significant defect; operation profits or operation profits or profits or cause decrease
misstatement amount cause decrease of annual cause decrease of annual of annual operation
＜1% below of judging operation profits when at operation profits when at profits when at 1%
standard was general 5% (including 5%) 1% (including 1%) to below of judging
standard. above of judging 5% judging standard standard
standard
Had significant adverse Had larger adverse Had adverse impact to
impact to decrease of impact to decrease of decrease of inflow of
inflow of total cash flow inflow of total cash flow total cash flow or
or increase of outflow or increase of outflow increase of outflow total
total cash flow when at total cash flow when at cash flow when at 5%
10% (including 10%) 5% (including 5%) to below of judging
above of judging 10% above of judging standard
standard standard
Great investment Larger investment Great investment
mistake incurred which mistake incurred which mistake incurred which
cause direct economy cause direct economy cause direct economy
losses when at 5% losses when at 1% losses when at 1% below
(including 5%) above of (including 1%)to 5% of of judging standard or
judging standard or the judging standard or the the return on investment
return on investment return on investment less less than 30% lower than
more than 40% lower than 30%(including 30% expected
than expected to 40%) lower than
expected
10 death or above , or 50 3 deaths above to 10 less than 3 deaths or
people serious injury, or deaths below , or more above , or less than 10
direct economy losses than 10 people but less people serious injury, or
when at 5% (including than 50 people serious direct economy losses
5%) above of judging injury, or direct economy when at 1% below of
standard losses when at 1% judging standard
(including 1%) to 5% of
judging standard
Asset integrity cannot be Asset integrity cannot be Asset integrity cannot be
ensured, when assets ensured, when assets ensured, when assets
losses at 5% (including losses at 1% (including losses at 1% below of
5%) above of judging 1%)to 5% of judging judging standard
standard standard
A large number of great Several commercial Irreconcilable
commercial disputes, disputes, civil lawsuits, commercial disputes,
civil lawsuits and and had obviously civil lawsuits happened
negative influences can't influence in a certain sometimes, cause a
eliminate in a short area and period, may pay certain influences in
period of time, may pay compensation at 1% local, may pay
compensation at 5% (including 1%) to 5% of compensation at 1%
(including 5%) above of judging standard below of judging
judging standard standard
A serious violation of A serious violation of Violation of laws and
laws and regulations, laws and regulations, regulations, investigated
investigated by investigated by by government
government department government department department and legal
and legal department, and legal department, department, may pay
cause prosecution and may pay compensation compensation at 0.5%
class action, may pay at 0.5% (including below of judging
compensation at 2% 0.5%) to 2% of judging standard
(including 2%) above of standard
judging standard
104
China Merchants Port Group Co., Ltd. Annual Report 2023
Number of material weaknesses in internal control over financial reporting 0
Number of material weaknesses in internal control not related to financial reporting 0
Number of serious weaknesses in internal control over financial reporting 0
Number of serious weaknesses in internal control not related to financial reporting 0
Note: The percentages of evaluated entities’ combined assets and operating revenue to consolidated
total assets and operating revenue have been deducted the corresponding financial data of the merged
company.
Opinion paragraph in the independent auditor’s report on internal control
We believe that China Merchants Port Group Co., Ltd. has maintained effective internal control over financial
reporting in all material respects as of 31 December 2023 as per the Basic Rules for Enterprise Internal Control and
relevant regulations.
Independent auditor’s report on internal control
Disclosed
disclosed or not
Disclosure date 2 April 2024
Index to such report disclosed For details, see www.cninfo.com.cn
Type of the auditor’s opinion Unmodified unqualified opinion
Material weaknesses in internal control not related to
None
financial reporting
Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s report
on the Company’s internal control.
Yes √ No
Indicate by tick mark whether the independent auditor’s report on the Company’s internal control is
consistent with the internal control self-evaluation report issued by the Company’s Board.
√ Yes No
XV Rectifications of Problems Identified by Self-inspection in the Special Action for Listed
Company Governance
Upon a comprehensive self-inspection, the Company has adhered to the combination of the leadership
of the Communist Party of China and corporate governance throughout operations and complied with
relevant laws, regulations, and normative documents, such as improving the internal governance
mechanism, refining the governance system, and disclosing information in an open and transparent
manner.
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China Merchants Port Group Co., Ltd. Annual Report 2023
Part V Environmental and Social Responsibility
I Major Environmental Issues
1. Policies and industry standards pertaining to environmental protection
During the Reporting Period, the Company and its subsidiaries with heavy pollutant discharge needs
abode by laws and regulations related to environmental protection throughout routine production and
operation, including the Environmental Protection Law of the People’s Republic of China, the Law
of the People’s Republic of China on the Prevention and Control of Atmospheric Pollution, the Law
of the People’s Republic of China on Prevention and Control of Water Pollution, the Law of the
People’s Republic of China on the Prevention and Control of Solid Waste Pollution, the Law of the
People’s Republic of China on Noise Pollution Prevention and Control, the Law of the People’s
Republic of China on the Prevention and Control of Soil Pollution, the Law of the People’s Republic
of China on Environmental Impact Assessment, and Regulation on the Administration of Permitting
of Pollutant Discharges of the People’s Republic of China. They also strictly complied with national
and industry standards pertaining to environmental protection, such as Standard for Fugitive Emission
of Volatile Organic Compounds, Technical Specification for Setting Identification Signs of Hazardous
Waste, Standard for Pollution Control on Hazardous Waste Storage, Discharge Standard of
Pollutants for Municipal Wastewater Treatment Plant, Emission Standard of Air Pollutant for Bulk
Petroleum Terminals, Emission Standard for Noise of Industrial Enterprises at Boundary.
2. Administrative permit for the purpose of environmental protection
The environmental impacts of the construction projects of domestic enterprises controlled by the
Company were assessed as required. Additionally, all domestic pollutant discharge units have
obtained administrative permits for pollutant discharge as per laws and regulations and discharged
pollutants by the administrative permits for pollutant discharge in a legal and compliant manner. All
106
China Merchants Port Group Co., Ltd. Annual Report 2023
units of the Company with heavy pollutant discharge needs have obtained the national pollutant
discharge permit and specific information on the pollutant discharge permit number is as follows:
(1) The First Branch of Zhanjiang Port (Group) Co., Ltd.: 914408008943759949001R
(2) Zhanjiang Port Petrochemical Terminal Co., Ltd.: 914408007247840152001R
3. The regulations for industrial emissions and the particular requirements for controlling
pollutant emissions those are associated with production and operational activities
Name
of the
compan Types of major Names of
Outlet Outlet Discharge Pollutant Total Total
y or and major and Discharg Excessive
quanti distributi concentratio discharge disch discharge
subsidi characteristic characteristi e method discharge
ty on n (mg/kg) standards arge approved
ary pollutants c pollutants
compan
y
The
First
Emission
Branch
Standard for
of
Daytime: Noise of
Zhanjia
57db Industrial
ng Port No
Enterprises at
(Group) Noise Noise Fugitive -- -- -- -- excessive
Boundary
Co., Night: 50db discharge
(GB12348-
Ltd.
2008)-
(Key
Standards for
noise
Category 3
dischar
ge unit)
VOC Fugitive -- -- 2.5mg/m3 Emission
Limits of Air
Pollutants
Zhanjia Methanol Fugitive -- -- 2L
(DB44/27-
ng Port Air pollutants
2001)
Petroch (Plant
Emission
emical boundary)
Standards for
Termin
Malodor Fugitive -- -- <10 Odor
al Co.,
Pollutants
Ltd.
(GB14554-93)
(Key
Emission No
air 227.6
Limits of Air 274.96t/a excessive
polluta 71t
VOC Fugitive -- -- 1.93mg/m3 Pollutants discharge
nt
(DB44/27-
dischar
2001)
ge unit)
(Exhau Emission
Air pollutants Organize
st Standards for
(In-plant) d
emissio North of Air Pollutants
(Intermit
the car from Oil
n) VOC tent 2 1469mg/m3
loading Storage
discharg
dock Depots
e)
(GB20950-
2020)
107
China Merchants Port Group Co., Ltd. Annual Report 2023
Organize
Emission
d North of
Limits of Air
(Intermit the car
Methanol 1 50mg/m3 Pollutants
tent loading
(DB44/27-
discharg dock
2001)
e)
4. Treatment of pollutants
During the Reporting Period, the pollution treatment facilities for wastewater and exhaust gas of the
enterprises controlled by the Company ran normally, with pollutants discharged in a compliant
manner. In terms of equipment and facilities improvements, a new wastewater treatment station has
been put into operation, bringing the total number of treatment stations to 38, resulting in an annual
increase in wastewater treatment capacity of 700,000 tons/year, which eventually reached 24.92
million tons per year. Besides, with respect to the VOCs control, the Company has actively completed
volatile organic compounds recycling facilities at 10,000-ton ship loading berths and conducted
governance work to ensure that facilities for volatile organic compounds ran normally. Moreover,
sound-proof walls were well maintained to ensure that the noise at the plant boundary met the
standards. Information on units with heavy pollutant discharge needs controlled by the Company is
as follows:
(1) The first branch of Zhanjiang Port (Group) Co., Ltd.
In sewage treatment, it has a production sewage treatment system, with a treatment capacity of 5,800
m3/d. The treated sewage is used for watering and dust control in the port area.
In dust control management, the Company used water spray, water mist spray, sprinklers, 15 spray
towers, 33 mobile remote fog machines, and two mobile dust suppression funnels, and other facilities
to meet the demand for dust control throughout the operation. The stockpiles were fully covered, and
the dust control management of static storage and dynamic operation was strengthened to reduce dust
emissions to the maximum.
In noise reduction, the Company from the source adopted measures including equipment maintenance,
road repair to reduce noise generation; in the process, it optimised on-site operational layout and
adjustment of operating hours, to reduce the impact of noise by management means; in the end, it
108
China Merchants Port Group Co., Ltd. Annual Report 2023
built a 160-meter-long, 12-meter-high dust-free and sound-proof wall along the factory, to control the
noise impact.
In solid waste management, an intelligent monitoring system for solid waste was installed, and one
room for storing hazardous waste was set up, which is protected against thunder, wind, rain, sunlight,
and seepage according to the requirements. A qualified third party was entrusted to transport the
hazardous waste in a timely and compliant manner.
(2) Zhanjiang Port Petrochemical Terminal Co., Ltd.
In sewage treatment, it has two production wastewater treatment systems and one domestic
wastewater treatment system.
In waste gas management, Zhanjiang Port Petrochemical Terminal Co., Ltd. completed the oil and
gas recycling equipment project for three 1,000-ton ship loading berths, automobile platforms and
train platforms, and then responded to the new requirements of the country by accomplishing the
construction of oil and gas recycling equipment for 10,000-ton ship loading berths and putting them
into use during the reporting period.
In solid waste management, an intelligent monitoring system for solid waste was installed, and two
rooms for storing hazardous waste was set up, which is protected against thunder, wind, rain, sunlight,
and seepage according to the requirements. A qualified third party was entrusted to transport the
hazardous waste in a timely and compliant manner.
5. Environmental self-monitoring program
During the Reporting Period, enterprises under the Company that are subject to the pollutant
discharge permits formulated self-monitoring plans as per laws, regulations, and pollutant discharge
permits. As a result, the monitoring results indicated that all indicators met the standards. Information
on units with heavy pollutant discharge needs controlled by the Company is as follows:
(1) The First Branch of Zhanjiang Port (Group) Co., Ltd. has developed a noise self-monitoring plan,
by which it conducts noise monitoring every quarter. All indicators meet requirements, and the
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China Merchants Port Group Co., Ltd. Annual Report 2023
monitoring report will be submitted to local ecological and environmental authorities.
(2) Zhanjiang Port Petrochemical Terminal Co., Ltd. has developed an air self-monitoring plan, by
which it conducts air monitoring every quarter. All indicators meet requirements, and the monitoring
report will be submitted to local ecological and environmental authorities.
6. Contingency plan for environmental emergencies
During the Reporting Period, the Contingency Plan for Environmental Emergencies of the Company
continued to be effective, and all enterprises controlled by the Company prepared a contingency plan
for environmental emergencies as required. Units with heavy pollutant discharge needs filed
environmental emergencies at local ecological and environmental bureaus as required. Details about
the filing number of contingency plan for environmental emergencies are as follows:
(1) The First Branch of Zhanjiang Port (Group) Co., Ltd.: 440803-2021-0025-M
(2) Zhanjiang Port Petrochemical Terminal Co., Ltd.: 440803-2021-0040-H
7. Input in environmental governance and protection and payment of environmental protection
tax
The Company constantly increases its input into environmental protection to make sure that various
pollutants constantly meet the standards and thus contribute to business sustainability. During the
Reporting Period, the Company spent RMB169 million on environmental protection and paid
RMB5.73 million for environmental protection tax in full in time as per laws and regulations.
8. Measures taken to decrease carbon emission in the Reporting Period and corresponding
effects
CMPort vigorously responds to and implements the national requirements as well as the requirements
of CMG for carbon peak and carbon neutrality, implements energy saving and carbon reduction
strictly in accordance with the Action Plan of CMPort for Achieving Carbon Peak and Carbon
Neutrality formulated and helps the effective implementation of the goal of “achieving carbon peak
by 2028 and carbon neutrality by 2060”. During the Reporting Period, the Company’s 57 carbon
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China Merchants Port Group Co., Ltd. Annual Report 2023
reduction projects achieved a carbon reduction of 8,000 tons.
9. Administrative penalties for environmental problems during the Reporting Period
□ Applicable √ Not applicable
10. Other environmental information that should be disclosed
None
11. Other information related to environmental protection
None
II Corporate Social Responsibility (CSR)
The Company highlighted and practiced corporate social responsibilities. While improving business
performance and creating benefits for shareholders, the Company earnestly performed its social
responsibilities for employees, society and environment, and promoted the sustainable development
of the enterprise and society. Furthermore, it continued to build the “Shaping Blue Dreams Together
(C-Blue)” charity brand. By leveraging its core strengths to launch domestic and overseas charitable
activities, support community development and advance cultural exchange, the Company
incorporated social development needs into its daily operation activities and joint hands with more
partners to create a harmonious society and promote social progress.
The main achievements in 2023 are as follows:
1. Overseas, Colombo International Container Terminals Ltd. (CICT) and Hambantota International
Port Group (HIPG) jointly initiated the program, “China Merchants Silk Road Love Villages”, which
successively achieved results in Kenda Village, Sri Lanka. Moreover, community activity centers,
medical and health care centers, crop cultivation bases, poultry breeding bases and other
infrastructures were constructed. This benefits more than 6,000 villagers, creating nearly 800 jobs for
the local community. Through technical training for villagers, the people can enjoy the dividends
brought by enterprise development. These measures assist local people in exploring a replicable and
sustainable path out of poverty, to truly perform the principle of “teaching a man to fish is better than
giving him a fish”. After achieving fruitful results in Kenda Village, the Village will be taken as a
successful example to gradually explore the path of sustainable development in impoverished rural
areas overseas, so as to benefit more villages in Sri Lanka. TCP Brazil, in conjunction with
professional organizations, continuously carried out monitoring of dolphin and sea turtle populations
in the area around the terminal, and mobilized employee volunteers to participate in mangrove
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China Merchants Port Group Co., Ltd. Annual Report 2023
cleanup and protection to collect waste garbage from the mangrove forests along the Ittibel River and
in the area. These actions have helped to avoid adverse impacts on local marine biota, and deeply
performed biodiversity conservation.
Domestically, the Company successfully hosted the Children’s Growth Camp of the C-Blue Rural
Education Charity Programme in Lianping, Heyuan, Weining, Guizhou and Xuwen, Zhanjiang.
Through innovative C-Blue cloud classroom and other forms of activities, it helped rural schools
access high-quality urban education resources, committed to promoting rural revitalization through
education. The Company continued to implement the “C Blue Training Programme”, cultivating 63
trainees from 30 countries in 2023. It also participated in the case exhibition at people-to-people
exchange sessions under the Third Belt and Road Forum for International Cooperation. Zhanjiang
Port, the Company’s subsidiary, offered community volunteer services vigorously. For instance, it
took care of left-behind children through the childcare volunteer service of “Spring Breeze for
Seedlings”. Shantou CM Port Group organized six public welfare events for three hours, including
“activities of ‘Love for the Motherland, Love for the Hometown and Love for the Port’ by schools
and enterprises”, “taking green and harmonious actions to be an environmental protection guard for
hometown”, “practical exercise of fire extinguishers and teaching of cardio-pulmonary resuscitation”,
“maker competition”, “delivering warmth to households”, and “shaping good mindsets to be a
positive teenager”. Through these activities, the Company practiced the ESG concept and physically
contributed to sustainable development. The West Shenzhen port actively organized its employees to
participate in volunteer activities, such as environmental protection public welfare activities, unpaid
blood donation, and parent-child volunteer service activities, encouraging them to assume their social
responsibilities as the Company’s employees and play their roles as role models.
Please refer to Sustainable Development Report of China Merchants Port Group Co., Ltd. in 2023 for
the fulfilment of social responsibilities in the Reporting Period for details.
III Consolidation and Expansion of Poverty Alleviation Outcomes, and Rural Revitalization
In 2023, Zhanjiang Port subordinate to the Company, followed the general requirements of the rural
revitalization strategy featuring “industrial prosperity, ecological livability, rural civilization,
effective governance and affluent life”, adhered to the concepts of China Merchants’ poverty
alleviation, public welfare and harmonious development, and carried forward its fine tradition of
“serving the society with sincerity and responsibility”. It assumed its social responsibility by
constantly sending working groups to fully cooperate with Zhanjiang City to implement the strategy
of rural revitalization to solidly promote the improvement in the rural living environment, and to
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China Merchants Port Group Co., Ltd. Annual Report 2023
make every effort to effectively connect the results of poverty alleviation and rural revitalization, so
as to make positive contributions to rural revitalization in Zhanjiang City.
Zhanjiang Port has been committed to providing practical assistance and doing good deeds for
villagers. In 2023, in the paired Haian Town for rural revitalisation, there are a total of 11 projects of
various types that were completed and are being implemented. The cultural publicity project for rural
revitalisation was launched on both sides of avenues in Xuwen County, Haian Township, Xinglei
Village. The cultivation of civilised rural style, good family style, and honest resident style is viewed
as an important task to inject cultural confidence for rural revitalization, boosting spirit and enhancing
cohesion. The working group has repeatedly worked with village leaders to understand the living
conditions of poverty-stricken and low-income households, updated the system data of more than 30
poverty-stricken households in a timely manner, and formulated targeted assistance initiative of “one
policy for one household”. The staff stationed in the town actively participated in the work of
improving the human environment in the town and village as well as in the work of creating a civilized
city and clean town, and gave the Spring Festival and Mid-Autumn Festival condolences for
households in difficulty, which covered those monitored to prevent poverty, old party members and
children in difficulty. On-site assessment activities were conducted on 36 natural villages in the town
in various aspects such as environmental improvement, rural landscape, public services, and
grassroots governance. Good results were achieved in the improvement of the living environment in
each village. Apart from that, Zhanjiang Port Group also carried out sewage road cleaning project for
Longhua Village around the port, as well as a hard bottoming project for roads in Baoman Village.
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China Merchants Port Group Co., Ltd. Annual Report 2023
Part VI Significant Events
I Fulfilment of Commitments
1. Commitments of the Company’s Actual Controller, Shareholders, Related Parties, and
Acquirers, as well as the Company Itself and other Entities Fulfilled in the Reporting Period or
Ongoing at the Period-end
Type of Date of Term of
Commitm Promiso Fulfil
commitme Details of commitment commitment commitme
ent r ment
nt making nt
The
commitme
nt on
safeguardi
ng
independe
nce of
CMPort is
effective
for a long
time; the
commitme
Commitm
nt on
ents on
regulating
horizontal Commitment on safeguarding independence of CMPort made by
CMGD related-
competitio CMGD and its person acting in concert Broadford Global: to
and 15 March party Ongoi
n, related- safeguard the independence of finance, institutions, business and
Broadfor 2018 transaction ng
party personnel of CMPort as well as independence and integrity of
d Global s is
transaction assets of CMPort.
effective
and capital
Commitm during the
occupation
ents made period
in when
acquisitio CMGD
n and its
document persons
s or acting in
shareholdi concert
ng possess
alteration control
document power
s over the
Company
Commitment on regulating related-party transaction made by The
CMGD and corresponding persons acting in concert- Broadford commitme
Global: 1. CMGD/Broadford Global will make a great effort to nt on
reduce related-party transaction between CMGD/Broadford safeguardi
Commitm Global and its related parties as well as CMPort. Inevitable ng
ents on business dealings or transactions shall be conducted as per independe
horizontal marketization principle and fair price and the obligation of nce of
CMGD
competitio information disclosure shall be fulfilled pursuant to provisions; CMPort is
and
n, related- 2. CMGD/Broadford Global and its related parties ensure they 15 March effective Ongoi
Broadfor
party will strictly observe related stipulations of laws, regulations, 2018 for a long ng
d Global
transaction normative documents and Articles of Association of CMPort and time; the
and capital equally execute shareholders' rights and fulfil shareholders' commitme
occupation obligations together with other shareholders in line with legal nt on
program as well as won't seek improper interest with actual regulating
controller's status or damage legitimate interest of CMPort and related-
other shareholders; 3. The above commitment is continuously party
effective during the period when CMGD/Broadford Global has transaction
the right to control CMPort. In case of losses incurred by s is
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China Merchants Port Group Co., Ltd. Annual Report 2023
CMGD/Broadford Global failing to fulfil the above commitment effective
to CMPort, CMGD will bear corresponding compensation during the
responsibility. period
when
CMGD
and its
persons
acting in
concert
possess
control
power
over the
Company
Commitment on regulating related-party transaction: 1. China
Merchants Group will try its best to reduce related-party
transaction between it and its related parties and CMPort.
Inevitable business dealings or transactions shall be conducted
as per marketization principle and fair price and the obligation
Commitm of information disclosure shall be fulfilled pursuant to
Effective
ents on provisions; 2. China Merchants Group ensure they will strictly
until no-
horizontal observe related stipulations of laws, regulations, normative
longer to
competitio documents and Articles of Association of CMPort and equally
15 March be the Ongoi
CMG n, related- execute shareholders' rights and fulfil shareholders' obligations
2018 actual ng
party together with other shareholders in line with legal program as
controller
transaction well as won't seek improper interest with actual controller's
of the
and capital status or damage legitimate interest of CMPort and other
Company
occupation shareholders; 3. The above commitment is continuously
effective during the period when China Merchants Group has the
right to control CMPort. In case of losses incurred by China
Merchants Group failing to fulfil the above commitment to
CMPort, China Merchants Group will bear corresponding
compensation responsibility.
Commitment on avoiding horizontal competition: 1. CMPID and
other enterprise controlled by CMPID fail to engage in or
participate in business or activity which is similar with and
constitutes or likely constitutes competitive relation with main
business conducted by CMPort and the enterprise controlled by
it now; 2. CMPID will try its best to promote CMPID and other
enterprise controlled by CMPID not to directly or indirectly
engage in or participate in or assist to engage in or participate in
any business or activity which constitutes or likely constitutes
competitive relation with main business conducted by CMPort
and the enterprise controlled by it now and in the future
independently or together with others; 3. In case of discovering
Commitm any new business opportunity which constitutes or likely Effective
Commitm
ents on constitutes direct or indirect competitive relation with main until no-
ents made
horizontal business of CMPort or the enterprise controlled by it, CMPID or longer to
in time of
competitio CMPID and other enterprise controlled by it will immediately be the Ongoi
asset
CMPID n, related- notify CMPort in written as well as make a great effort to 26 July 2018 largest ng
restructuri
party promote such business opportunity to be provided to CMPort or shareholde
ng
transaction the enterprise controlled by it firstly according to reasonable and r of the
and capital fair terms and conditions; 4. In case of CMPort or the enterprise Company
occupation controlled by it waiving such competitive new business
opportunity and CMPID or/and other enterprise controlled by it
engaging in such competitive business, CMPort or the enterprise
controlled by it will have the right to purchase any stock rights,
assets or other rights and interests in the above competitive
business from CMPID or/and other enterprise controlled by it
once or several times at any moment, or CMPort will select
entrusted operation, leasing or contract operation of assets or
businesses of CMPID or/and other enterprise controlled by it in
the above competitive business as per the mode permitted by
national laws and regulations; 5. When CMPID and other
enterprise controlled by it plans to transfer, sell, rent out, conduct
licensed use of or transfer or allow to use assets and businesses
115
China Merchants Port Group Co., Ltd. Annual Report 2023
which constitutes or likely constitutes direct or indirect
competitive relationship with main business of CMPort or the
enterprise controlled by it in other way, CMPID and other
enterprise controlled by it will provide the right of priority
assignment to CMPort or the enterprise controlled by it and
promise to make a great effort to promote other enterprise
controlled by CMPID provide CMPort or the enterprise
controlled by it with the right of priority assignment under the
above situation; 6. As of the date when the commitment letter is
provided, CMPID promises to compensate all actual losses,
damages and expenses arising from violation of any clause in the
commitment letter by CMPID or the enterprise controlled by it
to CMPort or the enterprise controlled by it.
Commitment on regulating related-party transaction: 1. CMPID
and other enterprise controlled by it will make a great effort to
avoid and reduce related-party transaction between CMPort and
economic entity controlled by it; 2. CMPID and other enterprise
controlled by it will exercise stockholder's rights in accordance
with related provisions of relevant laws and regulations as well
as Articles of Association of CMPort and fulfil the obligation of
vote avoidance at the moment of voting for related-party
transactions involved by CMPID and other enterprise controlled
Commitm by it at the stockholders' meeting; 3. As for related-party
Effective
ents on transaction which is inevitable or occurs due to reasonable
until no-
horizontal reason, CMPID will carry out transaction pursuant to the
longer to
competitio principle of openness, fairness and justice for market transaction
be the Ongoi
CMPID n, related- and based on fair and reasonable market price, perform related- 26 July 2018
largest ng
party party transaction decision-making process and legally fulfil
shareholde
transaction information disclosure obligation to safeguard benefits of
r of the
and capital CMPort and other shareholders of CMPort in line with
Company
occupation provisions of laws, regulations, normative documents and
Articles of Association of CMPort; 4. It's ensured that no
legitimate interest of CMPort and other shareholders of CMPort
is damaged by related-party transaction based on status and
influence of CMPort; 5. CMPID will promote other enterprise
controlled by it to observe the commitment of Subparagraph 1-
4; 6. In case of CMPID and other enterprise controlled by it
violating the above commitment, causing rights and interests of
CMPort and its shareholders are damaged, CMPID will take
corresponding compensation responsibility according to law.
Commitment about keeping independence of CMPort: 1. After
the transaction is completed, CMPID will strictly observe related
provisions regarding independence of listed Companies from
CSRC and won't violate standard operating procedures of
CMPort based on the first majority shareholder, conduct
excessive intervention of operation and management activities of
CMPort and its subsidiary, embezzle benefits of CMPort and its
Commitm
subsidiary or damage legitimate interest of CMPort and other Effective
ents on
shareholders; 2. CMPID will ensure CMPort is independent from until no-
horizontal
CMPID and related parties in the aspects of business, asset, longer to
competitio
finance, personnel and institution; 3. CMPID ensures be the Ongoi
CMPID n, related- 26 July 2018
independence of CMPort, CMPID and other enterprise largest ng
party
controlled by it fail to occupy capitals and resources of CMPort shareholde
transaction
based on violation in any way and will strictly observe r of the
and capital
provisions of rules and regulations for avoiding occupation of Company
occupation
related party funds from CMPort as well as related laws,
regulations and normative documents; 4. The commitment letter
takes effect as of the signature date of CMPID as well as is
legally binding upon CMPID. CMPID ensures it will strictly
fulfil various commitments in the commitment letter and will
take corresponding legal responsibility for losses incurred to
CMPort due to violation of related commitment.
Commitm Commitment on avoiding horizontal competition: 1. China Effective
ents on Merchants Group and the enterprise controlled by it (excluding 26 July 2018 until no- Ongoi
CMG
horizontal CMPort Holdings and the enterprise controlled it) fail to engage longer to ng
competitio in or participate in any business or activity which is similar with be the
116
China Merchants Port Group Co., Ltd. Annual Report 2023
n, related- and constitutes or likely constitute direct or indirect competitive actual
party relationship with main business conducted by CMPort and the controller
transaction enterprise controlled by it now; 2. China Merchants Group will of the
and capital try its best to promote enterprises controlled by it (except for Company
occupation CMPort and the enterprise controlled by it) not to directly or
indirectly engage in or participate in or assist to engage in or
participate in any business or activity which constitutes or likely
constitutes competitive relation with main business conducted by
CMPort and the enterprise controlled by it now and in the future
independently or together with others; 3. In case of discovering
any new business opportunity which constitutes and likely
constitutes direct or indirect competitive relation with main
business of CMPort or the enterprise controlled by it, China
Merchants Group or enterprise controlled by it(except for
CMPort and the enterprise controlled by it) will immediately
notify CMPort in written as well as make a great effort to
promote such business opportunity to be provided to CMPort or
the enterprise controlled by it firstly according to reasonable and
fair terms and conditions; 4. In case of CMPort or the enterprise
controlled by it waives such competitive new business
opportunity and China Merchants Group or the enterprise
controlled by it (except for CMPort and the enterprise controlled
by it) engaging in such competitive business, CMPort or the
enterprise controlled by it will be entitled to purchase any
equities, assets and other rights and interests in the above
competitive business from China Merchants Group or the
enterprise controlled by it (except for CMPort and the enterprise
controlled by it) once or several times at any moment or CMPort
will select entrusted operation, leasing or contract operation of
assets or businesses of China Merchants Group or the enterprise
controlled by it (except for CMPort and the enterprise controlled
by it) in the above competitive business according to the mode
permitted by national laws and regulations; 5. When China
Merchants Group and the enterprise controlled by it (except for
CMPort and the enterprise controlled by it) plans to transfer, sell,
lease, allow to use or transfer or allow to use asset and business
which constitutes or likely constitutes direct or indirect
competitive relationship with main business of CMPort or the
enterprise controlled by it in other way, China Merchants Group
and the enterprise controlled by it (except for CMPort and the
enterprise controlled by it) will provide the right of priority
assignment for CMPort or the enterprise controlled by it and
promise to make a great effort to promote the enterprise
controlled by China Merchants Group to provide the of priority
assignment for CMPort or the enterprise controlled by it under
the above situation; 6. As of the date when the commitment letter
is provided, China Merchants Group promises to compensate all
actual losses, damages and expenses arising from violation of
any clause in the commitment letter by China Merchants Group
or the enterprise controlled by it to CMPort or the enterprise
controlled by it.
Commitment on regulating related-party transaction: 1. China
Merchants Group and other enterprise controlled by it will make
a great effort to avoid and reduce related-party transaction
Commitm between CMPort and economic entity controlled by it; 2. China Effective
ents on Merchants Group and other enterprise controlled by it will until no-
horizontal exercise stockholder's rights in accordance with related longer to
competitio provisions of relevant laws and regulations as well as Articles of be the Ongoi
CMG n, related- Association of CMPort and fulfil the obligation of vote 26 July 2018 actual ng
party avoidance at the moment of voting for related-party transactions controller
transaction involved by China Merchants Group and other enterprise of the
and capital controlled by it at the stockholders' meeting; 3. As for related Company
occupation transaction which is inevitable or occurs due to reasonable
reason, China Merchants Group will carry out transaction
pursuant to the principle of openness, fairness and justice for
market transaction and based on fair and reasonable market
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China Merchants Port Group Co., Ltd. Annual Report 2023
price, perform related-party transaction decision-making process
and legally fulfil information disclosure obligation to safeguard
benefits of CMPort and other shareholders of CMPort in line
with provisions of laws, regulations, normative documents and
Articles of Association of CMPort; 4. It's ensured that no
legitimate interest of CMPort and other shareholders of CMPort
is damaged by related-party transaction based on status and
influence of CMPort; 5. China Merchants Group promotes other
enterprise controlled by it to observe the commitment set forth
in Subparagraph 1-4 above; 6. In case of China Merchants Group
and other enterprise controlled by it violating the above
commitment, causing rights and interests of CMPort and its
shareholders are damaged, China Merchants Group will take
corresponding compensation responsibility according to law.
Commitment about keeping independence of CMPort: 1. After
the transaction is completed, China Merchants Group will
strictly observe related provisions regarding independence of
listed companies from CSRC and won't violate standard
operating procedures of CMPort based on actual controller's
status, conduct excessive intervention of operation and
management activities of CMPort and its subsidiary, embezzle
benefits of CMPort and its subsidiary or damage legitimate
Commitm
interest of CMPort and other shareholders; 2. China Merchants Effective
ents on
Group will ensure CMPort is independent from China Merchants until no-
horizontal
Group and related parties in the aspects of business, asset, longer to
competitio
finance, personnel and institution; 3. China Merchants Group be the Ongoi
CMG n, related- 26 July 2018
ensures independence of CMPort, China Merchants Group and actual ng
party
other enterprise controlled by it fail to occupy capitals and controller
transaction
resources of CMPort based on violation in any way and will of the
and capital
strictly observe provisions of rules and regulations for avoiding Company
occupation
occupation of related party funds from CMPort as well as related
laws, regulations and normative documents; 4. The commitment
letter takes effect as of the signature date of China Merchants
Group as well is legally binding upon China Merchants Group.
China Merchants Group ensures it will strictly fulfil various
commitments in the commitment letter and will take
corresponding legal responsibility for losses incurred to listed
Company due to violation of related commitment.
Commitment letter about perfecting the property ownership
certificate for land and house property of CMPort Holdings and
the enterprise subordinate to it: 1. China Merchants Group will
spare no effort to assist, promote and drive CMPort Holdings and
the enterprise subordinate to it to standardize, perfect and solve
ownership defects of properties such as land and house property;
2. The following situations happen to CMPort Holdings and the
enterprise subordinate to it before completion of the transaction:
(1) Land use right of ownership certificate which is being
handled, the house property failing to be timely handled (except Effective
for results incurred by force majeure, law, policy, government until no-
administration behavior and change in planned use of the land longer to
Other
instead of CMPort Holdings and the enterprise subordinate to it); be the Ongoi
CMG commitme 26 July 2018
Or (2) Land use right of ownership certificate, the property actual ng
nt
ownership certificate failing to be handled (except for results controller
incurred by force majeure, law, policy, government of the
administration behavior and change in planned use of the land of Company
CMPort Holdings and the enterprise subordinate to it); Or (3) In
case of nonstandard other land use right and house property
(except for results incurred by force majeure, law, policy,
government administration behavior and change in planned use
of the land instead of CMPort Holdings and the enterprise
subordinate to it) and encountering actual losses (including but
not limited to compensation, fine, expenditure and benefit lost),
China Merchants Group will timely and fully compensate
CMPort.
Other Commitment letter about real estate leased by CMPort Holdings 26 July 2018 Effective
CMG
commitme and the enterprise subordinate to it: In case of nonstandard Ongoi
until no-
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China Merchants Port Group Co., Ltd. Annual Report 2023
nt situation of the leased property significantly influencing use of longer to ng
CMPort Holdings and the Company subordinate to it to engage be the
in operation of normal business, China Merchants Group will actual
actively take effective measures (including but not limited to controller
arranging to provide the property with identical or similar of the
conditions to be used for operation of related Company) to Company
promote business operation of related Company to be conducted
normally and alleviate or eliminate adverse effect; In case of
nonstandard of the leased property causing CMPort Holdings
and the enterprise subordinate to it produce actual additional
expenditures or losses (such as third-party compensation), China
Merchants Group will actively coordinate and negotiate with
other related party to support normal operation of CMPort
Holdings and the enterprise subordinate to it to the great extent
and avoid or control continuous enlargement of the damage; At
the same time, China Merchants Group agrees compensate
CMPort Holdings and the enterprise subordinate to it in cash for
actual losses incurred to CMPort Holdings and the enterprise
subordinate to it for this reason to relieve or eliminate adverse
effect.
Commitment letter about allotted land of the enterprise
subordinate to China Merchants Port Holdings Company
Limited from China Merchants Group: In case that the above
allotted land is withdrawn or needs to be translated into
assignment land due to policy adjustment in the future after the
transaction is completed, China Merchants Group will actively Effective
coordinate with CMPort and related companies such as China until no-
Merchants Group International Port (Qingdao) Co., Ltd. and longer to
Other
Shantou CMPort Group Co., Ltd. to handle the transfer be the Ongoi
CMG commitme 26 July 2018
procedure or take other feasible countermeasures. In case of any actual ng
nt
actual loss (excluding land-transferring fees or rent, fees paid for controller
taking rural land, ownership registration fees, taxes and dues and of the
other related expenses to be paid by Chiwan Wharf or above- Company
mentioned related companies according to provisions of laws
and regulations) incurred to CMPort or above-mentioned related
companies for this reason, China Merchants Group will timely
and fully compensate actual loss incurred to CMPort or above-
mentioned related companies.
Commitment letter about undertaking the accreditation fees of
property ownership certificate for the perfection of the land and
house property of CMPort Holdings and the enterprise
subordinate to it: In case of defective land use right and house Effective
property involved by the Company subordinate to CMPort until no-
Holdings on account of operation (namely land use right and longer to
Other
house property of the Company subordinate to CMPort Holdings 14 September be the Ongoi
CMG commitme
without complete ownership certificate existing before the 2018 actual ng
nt
transaction is completed), incurring registration fees such as controller
taxes and dues, compensation and fine in the process of of the
perfecting legal procedures of defective land use right and house Company
property by the subordinate to CMPort Holdings, China
Merchants Group will timely and fully compensate to the
Company subordinate to CMPort Holdings for undertaking.
Commitment letter about related matters of CMPort after the
transaction is completed: After the transaction is completed, Three to
Chiwan Wharf will become port business asset management five years
headquarters and domestic capital operation platform of China and CMG
Merchants Group, deeply participate in integration of domestic is the
regional port assets and enlarge the scale of domestic listed assets actual
Other
controller Ongoi
commitme to make net profit of CMPort Holdings (00144.HK) enjoyed as
30 September
CMG
per the rights and interests in the consolidated statement of listed 2018 of the ng
nt
Company in recent one fiscal year fail to exceed 50% net profit Company
of consolidated statement of the listed Company and net asset of
CMPort Holdings (00144.HK) enjoyed in light of rights and
interests in the consolidated statement of listed Company in
recent one fiscal year fail to exceed 30% net asset in the
consolidated statement of the listed Company within 3-5 years
119
China Merchants Port Group Co., Ltd. Annual Report 2023
after the transaction is completed.
China Merchants Group and all its directors, supervisors and
administrative officers ensure the transaction report, its abstract,
other information provided for the transaction and application
document are true, accurate and complete without false record,
misleading statement or important omission as well as take
individual and joint legal liability for false record, misleading
statement or important omission. If the information provided or
disclosed by this transaction is suspected of false records,
misleading statements or major omissions, and is investigated by
the judicial authorities or investigated by the China Securities
Regulatory Commission (CSRC), the directors, supervisors or
senior managers of China Merchants Group do not transfer the
shares that have interests in listed Company, and submit the
written application and stock account of the suspension of the
transfer to the Board of Directors of the CMPort within two
trading days after receiving the filing inspection notice, and the
Other Effective
Board of Directors shall apply for lock-up on behalf of the CMG Ongoi
CMG commitme 26 July 2018 continuous
Hong Kong to the Stock Exchange and Registration and ng
nt ly
Settlement Company. In case of failing to file a locking
application within two transaction days and after the Board of
Directors is authorized for verification, identity information and
account information on directors, supervisors or administrative
officers of China Merchants Group will be directly submitted to
Stock Exchange and Registration and Settlement Company with
locking applied; In case of Board of Directors failing to submit
identity information and account information on directors,
supervisors or administrative officers of China Merchants Group
to Stock Exchange and Registration and Settlement Company,
Stock Exchange and Registration and Settlement Company will
be authorized to directly lock related shares. In case that the
situation of violating laws and rules is found upon investigation
conclusion, directors, supervisors or administrative officers of
China Merchants Group promise locked shares are voluntarily
used for compensating related investors.
1. CMG Hong Kong ensures related information provided for the
transaction is true, accurate and complete without false record,
misleading statement or important omission; 2. CMG Hong
Kong ensures the data provided to CMPort and all intermediary
organs participating in the transaction is true, accurate and
complete original written data or data copy. Data copy is
consistent with original data and signature and seal of all the
documents are true. The signatory of such documents is legally
authorized and effectively signs such documents without any
false record, misleading statement or important omission; 3.
CMG Hong Kong ensures descriptions and confirmations issued
for the transaction is true, accurate and complete without false
record, misleading statement or important omission; 4. CMG
Hong Kong ensures that statutory disclosure and report
CMG Other obligation has been performed, and no contracts, agreements, Effective
Ongoi
Hong commitme arrangements or miscellaneous that should have been disclosed 26 July 2018 continuous
ng
Kong nt exists; 5. The CMG Hong Kong made the commitment that if the ly
information provided or disclosed by this transaction is
suspected of false records, misleading statements or major
omissions, and is investigated by the judicial authorities or
investigated by the China Securities Regulatory Commission
(CSRC), it does not transfer the shares that have interests in listed
Company, and submit the written application and stock account
of the suspension of the transfer to the Board of Directors of the
CMPort within two trading days after receiving the filing
inspection notice, and the Board of Directors shall apply for
lock-up on behalf of the CMG Hong Kong to the Stock Exchange
and Registration and Settlement Company. In case of failing to
file a locking application within two transaction days and after
the Board of Directors is authorized for verification, identity
information and account information on CMG Hong Kong will
120
China Merchants Port Group Co., Ltd. Annual Report 2023
be directly submitted to Stock Exchange and Registration and
Settlement Company with locking applied; In case of Board of
Directors failing to submit identity information and account
information on CMG Hong Kong to Stock Exchange and
Registration and Settlement Company, Stock Exchange and
Registration and Settlement Company will be authorized to
directly lock related shares. If the investigation finds that there is
a violation of the law, CMG Hong Kong committed to lock the
shares voluntarily for the relevant investor compensation; 6. If
CMG Hong Kong promises to related document, data and
information provided in the reorganization process aren't true,
accurate or complete or are with false record, misleading
statement or important omission, CMG Hong Kong is willing to
legally bear corresponding legal responsibility; 7. In case of
CMG Hong Kong violating the above promise, incurring losses
to CMPort, CMG Hong Kong will take corresponding
compensation responsibility.
1. CMPID ensures related information provided for the
transaction is true, accurate and complete without false record,
misleading statement or important omission; 2. CMPID ensures
the data provided to CMPort and all intermediary organs
participating in the transaction is true, accurate and complete
original written data or data copy. Data copy is consistent with
original data and signature and seal of all the documents are true.
The signatory of such documents is legally authorized and
effectively signs such documents without any false record,
misleading statement or important omission; 3. CMPID ensures
description and confirmation provided for the transaction are
true, accurate and complete without any false record, misleading
statement or important omission; 4. CMPID ensures that
statutory disclosure and report obligation has been performed,
and no contracts, agreements, arrangements or miscellaneous
that should have been disclosed exists; 5. The CMPID made the
commitment that if the information provided or disclosed by this
transaction is suspected of false records, misleading statements
or major omissions, and is investigated by the judicial authorities
or investigated by the China Securities Regulatory Commission
(CSRC), it does not transfer the shares that have interests in
CMPort, and submit the written application and stock account of
Other Effective
the suspension of the transfer to the Board of Directors of the Ongoi
CMPID commitme 26 July 2018 continuous
CMPort within two trading days after receiving the filing ng
nt ly
inspection notice, and the Board of Directors shall apply for
lock-up on behalf of the CMG Hong Kong to the Stock Exchange
and Registration and Settlement Company. If the application for
lock-up is not submitted within two transaction days, the Board
of Directors is authorized to verify and submit the identity
information and account information of CMPID directly to the
Stock Exchange and Registration and Settlement Company and
apply for lock-up; If the Board of Directors fails to submit the
identity information and account information of the CMPID to
the Stock Exchange and Registration and Settlement Company,
then the Stock Exchange and Registration and Settlement
Company shall be authorized to directly lock the relevant shares.
If the investigation finds that there is a violation of the law,
CMPID committed to lock the shares voluntarily for the relevant
investor compensation; 6. If CMPID promises to related
document, data and information provided in the reorganization
process aren't true, accurate or complete or are with false record,
misleading statement or important omission, CMPID is willing
to legally bear corresponding legal responsibility; 7. In case of
CMPID violating the above commitment, incurring losses to
CMPort, CMPID will take corresponding compensation
responsibility.
CMPort Other 1. CMPort Holdings ensures related information provided for the Effective
Ongoi
Holding commitme transaction is true, accurate and complete without false record, 26 July 2018 continuous
ng
s nt misleading statement or important omission; 2. CMPort ly
121
China Merchants Port Group Co., Ltd. Annual Report 2023
Holdings ensures the data provided to CMPort and all
intermediary organs participating in the transaction is true,
accurate and complete original written data or data copy. Data
copy is consistent with original data and signature and seal of all
the documents are true. The signatory of such documents is
legally authorized and effectively signs such documents without
any false record, misleading statement or important omission; 3.
CMPort Holdings ensures description and confirmation provided
for the transaction are true, accurate and complete without any
false record, misleading statement or important omission; 4.
CMPort Holdings ensures that statutory disclosure and report
obligation has been performed, and no contracts, agreements,
arrangements or miscellaneous that should have been disclosed
exists; 5. CMPort Holdings made the commitment that if the
information provided or disclosed by this transaction is
suspected of false records, misleading statements or major
omissions, and is investigated by the judicial authorities or
investigated by the China Securities Regulatory Commission
(CSRC); CMPort Holdings committed that if CMPort Holdings
violated the above promise, incurring losses to CMPort, CMPort
Holdings will take corresponding compensation responsibility.
1. China Merchants Group ensures related information provided
for the transaction is true, accurate and complete without false
record, misleading statement or important omission; 2. China
Merchants Group ensures the data provided to CMPort and all
intermediary organs participating in the transaction is true,
accurate and complete original written data or data copy. Data
copy is consistent with original data and signature and seal of all
the documents are true. The signatory of such documents is
legally authorized and effectively signs such documents without
any false record, misleading statement or important omission; 3.
China Merchants Group ensures descriptions and confirmations
issued for the transaction is true, accurate and complete without
false record, misleading statement or important omission; 4.
China Merchants Group ensures that statutory disclosure and
report obligation has been performed, and no contracts,
agreements, arrangements or miscellaneous that should have
been disclosed exists; 5. China Merchants Group made the
commitment that if the information provided or disclosed by this
transaction is suspected of false records, misleading statements
or major omissions, and is investigated by the judicial authorities
or investigated by the China Securities Regulatory Commission
Other (CSRC), it does not transfer the shares that have interests in Effective
Ongoi
CMG commitme CMPort, and submit the written application and stock account of 26 July 2018 continuous
ng
nt the suspension of the transfer to the Board of Directors of the ly
CMPort within two trading days after receiving the filing
inspection notice, and the Board of Directors shall apply for
lock-up on behalf of China Merchants Group to the Stock
Exchange and Registration and Settlement Company. In case of
failing to file a locking application within two transaction days
and after the Board of Directors is authorized for verification,
identity information and account information of China
Merchants Group will be directly submitted to Stock Exchange
and Registration and Settlement Company with locking applied;
In case of Board of Directors failing to submit identity
information and account information of China Merchants Group
to Stock Exchange and Registration and Settlement Company,
Stock Exchange and Registration and Settlement Company will
be authorized to directly lock related shares. If the investigation
finds that there is a violation of the law, China Merchants Group
committed to lock the shares voluntarily for the relevant investor
compensation; 6. If China Merchants Group promises to related
document, data and information provided in the reorganization
process aren't true, accurate or complete or are with false record,
misleading statement or important omission, China Merchants
Group is willing to legally bear corresponding legal
122
China Merchants Port Group Co., Ltd. Annual Report 2023
responsibility; In case of China Merchants Group violating the
above promise, incurring losses to CMPort, China Merchants
Group will take corresponding compensation responsibility.
Chiwan Wharf and all its directors, supervisors and
administrative officers ensure the transaction report, its abstract,
other information provided for the transaction and application
document are true, accurate and complete without false record,
misleading statement or important omission as well as take
individual and joint legal liability for false record, misleading
statement or important omission. If the information provided or
disclosed by this transaction is suspected of false records,
misleading statements or major omissions, and is investigated by
the judicial authorities or investigated by the China Securities
Regulatory Commission (CSRC), the directors, supervisors, or
senior managers of Chiwan Wharf do not transfer the shares that
Chiwan
have interests in CMPort, and submit the written application and
Wharf
stock account of the suspension of the transfer to the Board of
and all
Directors of the CMPort within two trading days after receiving
directors
Other the filing inspection notice, and the Board of Directors shall Effective
, Ongoi
commitme apply for lock-up on behalf of them to the Stock Exchange and 26 July 2018 continuous
supervis ng
nt Registration and Settlement Company. In case of failing to file a ly
ors and
locking application within two transaction days and after the
senior
Board of Directors is authorized for verification, identity
manage
information and account information on directors, supervisors or
ment
administrative officers of Chiwan Wharf will be directly
submitted to Stock Exchange and Registration and Settlement
Company with locking applied; In case of Board of Directors
failing to submit identity information and account information
on directors, supervisors or administrative officers of Chiwan
Wharf to Stock Exchange and Registration and Settlement
Company, Stock Exchange and Registration and Settlement
Company will be authorized to directly lock related shares. In
case that the situation of violating laws and rules is found upon
investigation conclusion, directors, supervisors or administrative
officers of Chiwan Wharf promise locked shares are voluntarily
used for compensating related investors.
CND Group will irrevocably and unconditionally agrees it will
China ensure transferee of such land use right and its successor and
20 March
Nanshan assignee will be fully exempted from responsibility for the above
Other 2001; 18 June Effective
Develop matters in case of CMPort encountering losses, needing to bear Ongoi
commitme 2003; 29 continuous
ment expenses and liabilities, undergoing claim for compensation or ng
nt September ly
(Group) needing to file a lawsuit due to any actual or potential illegal and
2004
Inc. unenforceable issues incurred by land use agreement and
relevant documents signed and to be signed by it.
In order to properly solve the issue regarding the ownership of
the land of 270,692 square meters transferred to CMPort by CND
Group as a contribution, CND Group hereby irrevocably
Other undertakes as follows:
commitm 1. CND Group affirms the historical fact that it contributed to the
ents made restructuring and listing of Chiwan Wharf with the right to use
to 270,692 square meters of land in 1993. Besides, it affirms that
minority the 270,692 square meters of land has been transferred to
sharehold China
Nanshan CMPort (formerly known as Chiwan Wharf) and the right to use
ers Other the land is owned by CMPort. 2. CND Group will continue Effective
Develop Ongoi
commitme keeping the original undertaking and ensure that the signing of 2 July 2020 continuous
ment ng
nt the relevant agreement will not damage CMPort's rights and ly
(Group)
Inc. interests of 148,119 square meters of land transferred in 1993 to
CMPort (formerly, Chiwan Wharf) as a contribution. 3. CND
Group will continue giving full play to its advantages to fully
support land-related authorities in Shenzhen City to secure
CMPort's right to use the 270,692 square meters of land.
Moreover, CND Group will continue to actively assist CMPort
in going through the corresponding procedures for the change of
ownership of property rights and perfect legal procedures related
to the right to use the land (e.g., defining the boundary line of
123
China Merchants Port Group Co., Ltd. Annual Report 2023
land, land surveying, and claiming for the certificate of land). In
addition, CND Group undertakes to cover all costs incurred
accordingly (including the land premium). 4. All consequent
losses to CMPort shall be borne by CND Group, should the latter
break the above undertaking. Furthermore, CND Group will
shoulder all liabilities for damage, if the asset integrity of the
listed company, CMPort, is damaged.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised in
this non-public offering is RMB10,917,111,500. In order to
ensure that the compensation measures for the dilution of
immediate returns in this non-public offering can be effectively
implemented, in accordance with the Opinions of the General
Office of the State Council on Further Strengthening the Work of
Protection of the Legitimate Rights and Interests of Minority
Investors in the Capital Markets (G.B.F. [2013 No. 110), the
Guiding Opinions on Matters concerning the Dilution of
Immediate Return in Initial Public Offering, Refinancing and
Material Asset Restructuring (Announcement of the China
Securities Regulatory Commission [2015] No. 31) and other
Commitm
laws, regulations and normative documents, as the controlling Effective
ents when Ongoi
CMG shareholder and actual controller of the issuer of the non-public 13 July 2021 continuous
refinancin ng
offering, I hereby make a commitment as follows concerning the ly
g
dilution of immediate returns and compensation measures in
connection with the non-public offering:
1. I will not interfere in the operation and management activities
of the Company beyond its authority and will not encroach on its
interests.
2. From the date of issuance of this commitment to the
completion of the non-public offering of the Company, if the
regulatory authority has other requirements on the measures to
compensate the returns and the relevant provisions of the
commitment, and the commitment cannot meet the relevant
requirements of the regulatory authority, I will make a
supplementary commitment in accordance with relevant
首次公开 regulations.
发行或再 CMPort issued 576,709,537 RMB ordinary shares (A shares) to
融资时所 specific targets in a non-public manner, and the fund raised by
作承诺 this non-public offering is RMB10,917,111,500, which will be
Commitm subscribed by Seaport Group in a lump sum in cash. As the actual
Effective
ents when controller of CMPort, the company hereby make a commitment 16 November Ongoi
CMG continuous
refinancin as follows: 2021 ng
ly
g In connection with this non-public offering, the company does
not provide financial assistance, compensation, promise of
benefits or other similar arrangements to Seaport Group, directly
or through its stakeholders.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised in
this non-public offering is RMB10,917,111,500. In order to
ensure that the compensation measures for the dilution of
immediate returns in this non-public offering can be effectively
implemented, in accordance with the Opinions of the General
Office of the State Council on Further Strengthening the Work of
Protection of the Legitimate Rights and Interests of Minority
Investors in the Capital Markets (G.B.F. [2013 No. 110), the
Commitm
Guiding Opinions on Matters concerning the Dilution of Effective
Broadfor ents when Ongoi
Immediate Return in Initial Public Offering, Refinancing and 13 July 2021 continuous
d Global refinancin ng
Material Asset Restructuring (Announcement of the China ly
g
Securities Regulatory Commission [2015] No. 31) and other
laws, regulations and normative documents, as the controlling
shareholder and actual controller of the issuer of the non-public
offering, I hereby make a commitment as follows concerning the
dilution of immediate returns and compensation measures in
connection with the non-public offering:
1. I will not interfere in the operation and management activities
of the Company beyond its authority and will not encroach on its
interests.
124
China Merchants Port Group Co., Ltd. Annual Report 2023
2. From the date of issuance of this commitment to the
completion of the non-public offering of the Company, if the
regulatory authority has other requirements on the measures to
compensate the returns and the relevant provisions of the
commitment, and the commitment cannot meet the relevant
requirements of the regulatory authority, I will make a
supplementary commitment in accordance with relevant
regulations.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
Commitm subscribed by Seaport Group in a lump sum in cash. As the
Effective
Broadfor ents when controlling shareholder of CMPort, the company hereby make a 16 November Ongoi
continuous
d Global refinancin commitment as follows: 2021 ng
ly
g In connection with this non-public offering, the company does
not provide financial assistance, compensation, promise of
benefits or other similar arrangements to Seaport Group, directly
or through its stakeholders.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised in
this non-public offering is RMB10,917,111,500. In order to
ensure that the compensation measures for the dilution of
immediate returns in this non-public offering can be effectively
implemented, in accordance with the Opinions of the General
Office of the State Council on Further Strengthening the Work of
Protection of the Legitimate Rights and Interests of Minority
Investors in the Capital Markets (G.B.F. [2013 No. 110), the
Guiding Opinions on Matters concerning the Dilution of
Immediate Return in Initial Public Offering, Refinancing and
Material Asset Restructuring (Announcement of the China
Securities Regulatory Commission [2015] No. 31) and other
laws, regulations and normative documents, as a director and
senior management member of the issuer of the non-public
offering, I hereby make a commitment as follows concerning the
dilution of immediate returns and compensation measures in
Director connection with the non-public offering:
s and Commitm 1. I will not transfer benefits to other units or individuals for free
Effective
senior ents when or under unfair conditions, nor will I damage the interests of the Ongoi
13 July 2021 continuous
manage refinancin Company in other ways. ng
ly
ment of g 2. I will regulate my personal business consumption behavior.
CMPort 3. I will not use the Company's assets to engage in investment
and consumption activities unrelated to the performance of my
duties.
4. The salary system formulated by the board of directors or the
remuneration committee is linked to the implementation of the
Company's return compensation measures.
5. If the Company intends to implement equity incentives, the
exercise conditions of such equity incentive are linked to the
implementation of the Company's return compensation
measures.
6. From the date of issuance of this commitment to the
completion of the non-public offering of the Company, if the
regulatory authority has other requirements on the measures to
compensate the returns and the relevant provisions of the
commitment, and the commitment cannot meet the relevant
requirements of the regulatory authority, I will make
supplementary commitments in accordance with relevant
regulations.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, the fund raised in this
Commitm non-public offering is RMB10,917,111,500. In order to further
Effective
ents when ensure the use of the funds raised in this non-public offering, the 29 September Ongoi
CMPort continuous
refinancin Company makes statements as follows: 2021 ng
ly
g 1. The Company intends to use the proceeds of this non-public
share offering to supplement working capital and repay debts,
and it does not involve real estate development projects.
125
China Merchants Port Group Co., Ltd. Annual Report 2023
2. The fund raised by the Company in this non-public offering
shall not be used for real estate development or in a disguised
form.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
subscribed by Seaport Group in a lump sum in cash. The
Commitm
Company hereby makes commitments as follows: Effective
ents when 29 September Ongoi
CMPort In connection with this non-public offering, the Company does continuous
refinancin 2021 ng
not make a commitment on guarantee income or disguised ly
g
guarantee income to Seaport Group, nor does it provide financial
assistance, compensation, promise of benefits or other similar
arrangements to Seaport Group, directly or through its
stakeholders.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500. The Company
hereby makes the following commitments regarding the
Qualification Certificate of Real Estate Development Enterprise
of the People's Republic of China (Number: SH.F.K.Z. (2017)
No. 879) obtained by Shenzhen Jinyu Rongtai Investment
Development Co., Ltd (hereinafter referred to as "Jinyu
Rongtai"), a wholly-owned subsidiary of the Company:
Commitm
The Company will actively coordinate Jinyu Rongtai to handle Effective
ents when 19 November Ongoi
CMPort the cancellation of the aforesaid real estate development continuous
refinancin 2021 ng
qualification certificate. Within 30 days after approval of ly
g
relevant laws and regulations, regulatory regulations and
competent housing authorities, Jinyu Rongtai will apply to the
competent housing department for the cancellation of real estate
development qualification registration. Before the cancellation
or expiration of the qualification, the Company and Jinyu
Rongtai will not use the qualification to engage in real estate
development and operation and other related businesses. After
qualification cancellation or invalidity, qualification renewal or
new real estate development qualification will not be handled.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
Commitm subscribed by Zhejiang Provincial Seaport Investment &
Effective
ents when Operation Group Co., Ltd. in a lump sum in cash. The Company 16 December Ongoi
CMPort continuous
refinancin makes commitments in connection with the fund raised in this 2021 ng
ly
g non-public offering as follows:
The proceeds from this non-public offering of shares will not
flow into China Nanshan Development (Group) Co., Ltd.
through any direct or indirect means.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
subscribed by Zhejiang Provincial Seaport Investment &
Operation Group Co., Ltd. in a lump sum in cash. The Company
Commitm
hereby makes commitments as follows: Effective
ents when 7 January Ongoi
CMPort Prior to the completion of the use of the fund raised in this non- continuous
refinancin 2022 ng
public offering or within 36 months after the fund is raised, no ly
g
additional investment (including capital increase, loan,
guarantee and capital investment in other forms) shall be made
in industrial funds and M&A funds that do not conform to the
Company's upstream and downstream industrial chain or the
Company's main business and strategic development direction.
Ningbo Port issued A shares to CMPort in a non-public manner.
As the subscription target of Ningbo Port's 2021 non-public
Commitm
offering of A-shares, CMPort irrevocably makes the following
ents when
statements and commitments: Effective
subscribin Ongoi
其他承诺 CMPort Ningbo Port's 2021 non-public offering of A-shares is Ningbo 13 July 2021 continuous
g shares of ng
Port's non-public offering of A-shares to CMPort. After the ly
Ningbo
completion of Ningbo Port's non-public offering of A-shares to
Port
CMPort, the business relationship and management relationship
between Ningbo Zhoushan Port Group, Seaport Group and the
126
China Merchants Port Group Co., Ltd. Annual Report 2023
subordinate enterprises controlled by them and Ningbo Port will
not change substantially, and it will not lead to new or potential
competition in the same industry between Ningbo Port and
Ningbo Zhoushan Port Group, Seaport Group and the
subordinate enterprises controlled by them. Assuming that
3,646,971,029 shares are issued (i.e., 23.07% of the total share
capital prior to issuance), after the completion of Ningbo Port's
non-public offering of A-shares to CMPort, CMPort holds
20.98% shares of Ningbo Port and 2.10% shares of Ningbo Port
through China Merchants Ningbo. Thus, CMPort holds 23.08%
shares of Ningbo Port in total. It will not lead to changes in the
controlling shareholder and actual controller of Ningbo Port, so
it will not lead to new or potential competition between Ningbo
Port and CMPort and its controlling shareholder and actual
controller.
CMPort warrants that it has the right to enter into this Letter of
Statements and Commitments, and once this Letter of Statements
and Commitments is entered into by CMPort, it will constitute
an effective, legal and binding responsibility upon the CMPort,
and this Letter of Statements and Commitments will remain valid
and irrevocable during the period when CMPort is as a
shareholder of Ningbo Port. CMPort warrants that it will strictly
fulfil all commitments in this Letter of Statements and
Commitments. In case of any loss caused to Ningbo Port due to
its violation of this Letter of Statements and Commitments,
CMPort will bear relevant legal responsibilities.
CMPort fully subscribed the shares issued through non-public
offering by Ningbo Port with cash. It is expected that after the
issuance, CMPort and its subsidiary China Merchants Ningbo
will hold about 23.08% of shares of Ningbo Port in total. CMPort
and Ningbo Port continue to be independent from each other in
assets, personnel, finance, organization and business. The A-
shares issued by Ningbo Port to CMPort through non-public
offering will not affect the independent operation ability of
Ningbo Port. The statements on the independent operation of
Ningbo Port after the completion of its non-public offering of A-
shares to CMPort are as follows:
i. Independent assets
After the non-public offering of A-shares by Ningbo Port to
CMPort, Ningbo Port still has complete and independent
ownership of all its assets, which are strictly separated from the
assets of CMPort and completely operated independently. There
is no mixed operation, unclear assets, or fund or assets occupied
Commitm by CMPort.
ents when ii. Independent personnel
Effective
subscribin After the non-public offering of A-shares by Ningbo Port to Ongoi
CMPort 13 July 2021 continuous
g shares of CMPort, Ningbo Port will continue to have an independent and ng
ly
Ningbo complete labor and personnel management system, which is
Port completely independent from CMPort. The selection of
directors, supervisors, managers and other senior management
personnel recommended by CMPort to Ningbo Port shall be
carried out through legal procedures. CMPort shall not interfere
with the personnel appointment and removal decisions made by
the board of directors and the general meeting of Ningbo Port.
iii. Independent finance
After the non-public offering of A-shares by Ningbo Port to
CMPort, Ningbo Port will continue to maintain an independent
financial accounting department, operate an independent
accounting system and independent a financial management
system. It will keep its independent bank account and will not
share the bank account with CMPort. It will pay taxes
independently and make independent financial decisions, and
CMPort will not interfere in the use of funds of Ningbo Port.
CMPort will not interfere with the use of funds of Ningbo Port
in any illegal or rule-violating way, and Ningbo Port will not
provide guarantee for other enterprises controlled by CMPort.
127
China Merchants Port Group Co., Ltd. Annual Report 2023
No Ningbo Port's financial employee will work part-time in
CMPort.
iv. Independent organizations
Ningbo Port will continue to maintain a sound corporate
governance structure of joint-stock company. It has an
independent and complete organizational structure. Its general
meeting, board of directors, independent directors, board of
supervisors and senior management exercise their functions and
powers independently in accordance with laws, regulations and
articles of association. It is in no subordinate or controlling
relationship with the functional departments of other enterprises
controlled by CMPort.
v. Independent business
Ningbo Port has an independent management system, assets,
personnel, venues and brands to carry out business
independently, and the ability to operate independently and
continuously in the market. CMPort will not intervene in Ningbo
Port's business activities other than the exercise of its rights as a
shareholder.
Ningbo Port issued A-shares to CMPort in a non-public manner.
As the subscription target of Ningbo Port's 2021 non-public
offering of A-shares, CMPort makes the following
commitments:
The fund used by CMPort to subscribe for the 2021 non-public
Commitm offering of A-shares by Ningbo Port in accordance with the
ents when Share Subscription Agreement between Ningbo Zhoushan Port
Effective
subscribin Company Limited and China Merchants Port Group Co., Ltd. is Ongoi
CMPort 13 July 2021 continuous
g shares of self-owned fund or self-raised fund. There is no external fund ng
ly
Ningbo raising, proxy holding, structural arrangement or direct or
Port indirect use of funds of Ningbo Zhoushan Port Company Limited
and its related parties for this subscription. There is no financial
support, compensation, promise of income or other arrangements
by Ningbo Zhoushan Port Company Limited or its controlling
shareholder or actual controller to CMPort directly or through its
stakeholders.
CMPort fully subscribed the shares issued through non-public
offering by Ningbo Port with cash. It is expected that after the
issuance, CMPort and its subsidiary China Merchants Ningbo
will hold about 23.08% of shares of Ningbo Port in total.
Commitm CMPort's statements on non-transfer within 36 months after
ents when completion of subscription are as follows:
Effective
subscribin The shares non-publicly offered by Ningbo Port that CMPort Ongoi
CMPort 13 July 2021 continuous
g shares of subscribes shall not be transferred within 36 months from the ng
ly
Ningbo date of the end of the non-public offering of A-shares by Ningbo
Port Port to CMPort. The shares derived from the company's
distribution of stock dividends and the conversion of capital
reserve fund into equity regarding the shares subscribed for by
CMPort through this non-public offering shall also comply with
the above lock-in arrangement.
CMPort makes the following commitments regarding the
reduction of shares involved in the 2021 non-public offering of
A-shares by Ningbo Port:
1. CMPort, its persons acting in concert and related parties
controlled by CMPort have not reduced their holdings of shares
of Ningbo Port from the six months prior to benchmark pricing
Commitm date of Ningbo Port's 2021 non-public offering of A-shares to
ents when the date of issuance of this Letter of Commitment.
Effective
subscribin 2. CMPort, its persons acting in concert and related parties 18 November Ongoi
CMPort continuous
g shares of controlled by CMPort will not have the plan to reduce their 2021 ng
ly
Ningbo holdings of shares of Ningbo Port from the date of issuance of
Port this Letter of Commitment to the six months after the completion
of Ningbo Port's 2021 non-public offering of A-shares.
3. CMPort, its persons acting in concert and related parties
controlled by CMPort will not violate Article 44 of the Securities
Law of the People's Republic of China.
4. In case of any violation of the above commitments, the income
from the reduction in holdings of shares of Ningbo Port obtained
128
China Merchants Port Group Co., Ltd. Annual Report 2023
by CMPort, its persons acting in concert and related parties
controlled by CMPort will all be owned by Ningbo Port, and they
bear the legal liabilities arising therefrom according to law.
Ningbo Port intends to offer 3,646,971,029 RMB-denominated
ordinary shares (A shares) to CMPort in a non-public manner,
and the Company intends to participate in the subscription as a
Commitm
strategic investor and undertakes as follows:
ents when
In addition to becoming a strategic investor of Ningbo Port via Effective
subscribin Ongoi
CMPort subscribing for the shares offered in a non-public manner this 28 July 2022 continuous
g shares of ng
time, the Company does not subscribe for the shares offered in a ly
Ningbo
non-public manner by any listed company in the same industry
Port
as Ningbo Port as a strategic investor and will not do so within
36 months upon obtaining the shares offered by Ningbo Port in
a non-public manner this time.
Whether
fulfilled Yes
on time
Specific
reasons
for failing
to fulfil
commitm
N/A
ents on
time and
plans for
next step
(if any)
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 √ Not applicable
II Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Parties
for Non-Operating Purposes
Applicable √ Not applicable
During the Reporting Period, the controlling shareholder or its related parties did not occupy capital
or repay for non-operating purposes. Deloitte Touche Tohmatsu Certified Public Accountants LLP
issued the Special Report on Occupation of the Company’s Capital by the Controlling Shareholder,
the Actual Controller and Other Related Parties, and please refer to www.cninfo.com.cn for details.
III Irregularities in the Provision of Guarantees
□ Applicable √ Not applicable
No such cases in the Reporting Period.
IV Explanations Given by the Board of Directors Regarding the Independent Auditor’s
129
China Merchants Port Group Co., Ltd. Annual Report 2023
“Modified Opinion” on the Financial Statements of the Latest Period
□ Applicable √ Not applicable
V Explanations Given by the Board of Directors, the Supervisory Committee and Independent
Directors (if any) Regarding the Independent Auditor’s “Modified Opinion” on the Financial
Statements of the Reporting Period
□ Applicable √ Not applicable
VI YoY Changes to Accounting Policies, Estimates or Correction of Material Accounting
Errors
On 30 November 2022, the Ministry of Finance issued the Interpretation No. 16 of the Accounting
Standards for Business Enterprises (C.K. [2022] No. 31, hereinafter referred to as “Interpretation No.
16”). In Interpretation No. 16, the provision that “accounting processing under initial recognition and
exemption is not applicable to deferred income taxes related to assets and liabilities incurred from a
single transaction” will enter into force on 1 January 2023. The Company has implemented this
provision from 1 January 2023 in accordance with the relevant rules and regulations of the Ministry
of Finance mentioned above. For details, please refer to the Announcement on Changes in Accounting
Policies (Announcement No. 2023-043) published by the Company on 29 April 2023 on
www.cninfo.com.cn.
For details of the impact of changes in accounting policies and accounting estimates, please refer to
“VI. Changes in significant accounting policies and estimates” in the “Section X Financial Report”
of the Report.
VII YoY Changes to the Scope of the Consolidated Financial Statements
The Proposal on the Transfer of 45% Equity Interest in Ningbo Daxie China Merchants International
Terminals Co., Ltd. by a Majority-owned Subsidiary through Public Tender was approved at the
Second Extraordinary Meeting of the 10th Board of Directors of the Company in 2023 dated 20 March
2023. As such, CYBER CHIC COMPANY LIMITED (hereinafter referred to as “CYBER CHIC”),
130
China Merchants Port Group Co., Ltd. Annual Report 2023
a subsidiary of the Company, was approved to transfer its 45% equity interest in Ningbo Daxie China
Merchants International Container Terminal Co., Ltd. (hereinafter referred to as “CMICT”) through
public tender on the China Beijing Equity Exchange. On 20 April 2023, CYBER CHIC put its 45%
equity interest in CMICT to a public tender on the China Beijing Equity Exchange. On 19 May 2023,
Ningbo Zhoushan Port Company Limited (hereinafter referred to as “Ningbo Zhoushan Port”)
became the transferee, with a transaction price of RMB1,845 million. On 25 May 2023, CYBER
CHIC and Ningbo Zhoushan Port entered into the Equity Transaction Contract. On 8 August 2023,
CMICT changed its registered information with the competent industrial and commercial
administration and received its new business license upon the equity transfer, with its name changed
to “Ningbo Daxie Container Terminal Co., Ltd.” (hereinafter refer to as “Ningbo Daxie”). As such,
the equity transfer has been completed and CYBER CHIC no longer holds equity interest in Ningbo
Daxie, and Ningbo Daxie is no longer a subsidiary within the scope of the Company’s consolidated
financial statements.
On 26 September 2023, the Company held the 4th Extraordinary Meeting of the 11th the Board of
Directors for 2023 to review and approve the Proposal on the Transfer and Acquisition of Equity
Interests in Relevant Subsidiaries and Related-party Transactions (the “Transaction”). Accordingly,
China Merchants International Technology Company Limited (CMIT) subordinate to the Company,
transferred 100% share of Yingkou Port Information Technology Co., Ltd. (YPIT), and 79.03% share
of Dalian Port Logistics Network Co., Ltd. (DPN) to Liaoning Port Co., Ltd. (Liaoning Port). Besides,
the Company acquired 22.3779%, 13.2563% and 7.4495% (43.0837% in aggregate) of the share in
CMIT held respectively by Dalian Port Container Development Co., Ltd. (DPCD), Dalian Port Jifa
Logistics Co., Ltd. (Jifa Logistics) and Yingkou Port Group Co., Ltd. (Yingkou Port Group). DPCD,
Jifa Logistics and Yingkou Port Group are all majority-owned subsidiaries of the related party,
Liaoning Port Group Co., Ltd. (Liaoning Port Group) Limited. In November 2023, YPIT and DPN
completed the business registration changes in connection with the Transaction. As a result, YPIT
and DPN were no longer subsidiaries included in the Company’s consolidated financial statements.
131
China Merchants Port Group Co., Ltd. Annual Report 2023
VIII Engagement and Disengagement of Independent Auditor
Current independent auditor
Deloitte Touche Tohmatsu Certified Public Accountants
Name of the domestic independent auditor
LLP
The Company’s payment to the domestic
708.83
independent auditor (RMB’0,000)
How many consecutive years the domestic
independent auditor has provided audit service for 12
the Company
Names of the certified public accountants from the
domestic independent auditor writing signatures on Li Weihua, Wang Hongmei
the auditor’s report
How many consecutive years the certified public
accountants have provided audit service for the 2
Company
Name of the overseas independent auditor (if any) Deloitte Touche Tohmatsu
The Company’s payment to the overseas
343.45
independent auditor (RMB’0,000) (if any)
How many consecutive years the overseas
independent auditor has provided audit service for 12
the Company (if any)
Names of the certified public accountants from the
overseas independent auditor writing signatures on Hu Jinghua
the auditor’s report (if any)
How many consecutive years the certified public
accountants have provided audit service for the 3
Company (if any)
Indicate by tick mark whether the independent auditor was changed for the Reporting Period.
Yes √ No
Independent auditor, financial advisor or sponsor engaged for the audit of internal controls:
Approved by the 7th Meeting of the 10th Board of Directors in 2023 and 2022 Annual General
Meeting of the Company, the Company was allowed to continuously engage Deloitte Touche
Tohmatsu Certified Public Accountants LLP as the 2023 independent auditor for the audit of annual
financial statements and internal control in the 2023. The audit price for 2023 annual financial
statements was RMB10,112,800 and the price for internal control was RMB410,000. The total
expense on aforesaid two audit work was RMB10,522,800.
IX Possibility of Delisting after Disclosure of this Report
Applicable √ Not applicable
X Insolvency and Reorganization
Applicable √ Not applicable
No such cases in the Reporting Period.
XI Major Legal Matters
132
China Merchants Port Group Co., Ltd. Annual Report 2023
Applicable √ Not applicable
No such cases in the Reporting Period.
Other legal matters
Situation of
Whether Trial results and
Process of execution of Disclo Disclo
Basic situation of Lawsuit amount form into influences of
lawsuit judgment of sure sure
lawsuit (arbitration) (RMB ‘0,000) estimated lawsuit
(arbitration) lawsuit date index
liabilities (arbitration)
(arbitration)
Summary of Brazil Relatively low
94,621.84 Partly In progress - - -
TCP Case (note) risk
Summary of other
matters not meeting
the disclosure Relatively low
112,024.47 Partly In progress - - -
standards for major risk
lawsuits
(arbitrations)
Note: The major contingent liabilities of TCP and its subsidiaries due to pending litigation with local tax authorities,
employees or former employees in Brazil, according to the latest estimates of the Company's management, the
potential compensation amount is RMB946,218,359.48 and is unlikely to result in the outflow of economic benefits
from the Company. As a result, the Company does not recognize estimated liabilities for contingent liabilities arising
from the aforementioned pending litigation. A counter-compensation agreement in favour of the Company will be
executed by the original TCP shareholder selling the shares, pursuant to which the original TCP Shareholder is
required to compensate the Company for the said contingent liability up to a pre-determined amount and for a
specified period.
XII Punishments and Rectifications
Applicable √ Not applicable
No such cases in the Reporting Period.
XIII Credit Quality of the Company as well as Its Controlling Shareholder and Actual
Controller
Applicable √ Not applicable
XIV Major Related-Party Transactions
1. Continuing Related-Party Transactions
As % Obtainab
of the le
Rela
total market
tions Type Approved Over
Pricin Transact Total value Way price for Index to
hip of Specific transactio the
Related g ion price value of all of same- disclosed
with trans transacti n line approv Disclosure date
party princip (RMB’0 (RMB’0,0 the settle type informatio
the actio on (RMB’0, ed line
le ,000) 00) same- ment transacti n
Com n 000) or not
type ons
pany
transac (RMB’0,
tions 000)
133
China Merchants Port Group Co., Ltd. Annual Report 2023
Ren
der
servi
ce
and
Und lease
er to
Liaonin Lease,
the relat
g Port labor www.cninf
cont ed
Group cost, Settle o.com.cn
rol party
Co., informat Marke d
of , 12,761.45 12,761.45 18.88% 24,983.17 No 12,761.45 4 April 2023 (Announce
Ltd. and ion t price mont
ulti recei ment No.
its service hly
mate ve 2023-028)
subsidia income,
shar servi
ries etc.
ehol ce
der and
lease
from
relat
ed
party
Ren
der
servi
ce
Und and
er lease
the to
Sinotran Labor www.cninf
cont relat
s cost, Settle o.com.cn
rol ed
Limited demurra Marke d
of party 14,750.38 21.82% 20,239.79 No 14,750.38 4 April 2023 (Announce
and its ge, t price 14,750.38 mont
ulti , ment No.
subsidia lease, hly
mate recei 2023-028)
ries etc.
shar ve
ehol servi
der ce
from
relat
ed
party
Ren
der
servi
ce
and
China lease
Nansha to
n relat
Labor www.cninf
Develop Affil ed
cost, Settle
ment iated party o.com.cn
lease Marke d
(Group) legal , 14,176.34 14,176.34 20.97% 14,394.29 No 14,176.34 4 April 2023 (Announce
expense t price mont
Co., pers recei ment No.
of land hly
Ltd. and on ve 2023-028)
and
its servi
houses
subsidia ce
ries and
lease
from
relat
ed
party
134
China Merchants Port Group Co., Ltd. Annual Report 2023
China Render
Mercha Ulti service
nts mate and
Shekou cont lease to
www.cninf
Industri rolli relatedLabor cost, Settle
party, o.com.cn
al Zone ng lease Marke d
receive 13,007.69 13,007.69 19.24% 13,323.90 No 13,007.69 4 April 2023 (Announce
Holding shar serviceexpense oft price mont
land and ment No.
s Co., ehol and hly
houses 2023-028)
Ltd. and der lease
its cont from
subsidia rol related
ries party
www.cninf
Labo Settle
Other Labor o.com.cn
r Marke d
related - cost, 12,904.51 12,904.51 19.09% 28,089.05 No 12,904.51 4 April 2023 (Announce
cost, t price mont
party lease ment No.
lease hly
2023-028)
Total -- -- 67,600.37 -- 101,030.20 -- -- -- -- --
Large-amount sales return in
None
detail
The Proposal on Recognition of 2022 Daily Related-party Transaction and the Forecast of 2023 Daily
Related-party Transaction was reviewed and approved on the 2022 Annual General Meeting on 22 May
Give the actual situation in the
2023, which allowed the Company and subsidiaries to conduct daily business transaction including office
Reporting Period (if any)
leasing, providing or receiving labor services. The amount of daily related-party transactions in 2023 is
where an estimate had been
estimated to be RMB1.01 billion. The significant difference between the actual occurrence and the forecast
made for the total value of
of the Company's daily connected transactions in 2023 is due to the actual market demand and business
continuing related-party
development needs of the Company. It belongs to the normal operation adjustment of the Company and
transactions by type to occur
has not had a great impact on the daily operation and performance of the Company. The transaction price
in the Reporting Period
is determined in accordance with market principles, and the pricing is fair, fair and just, without harming
the interests of the Company and minority shareholders.
Reason for any significant
difference between the
transaction price and the N/A
market reference price (if
applicable)
Note: Other related parties are the current directors, supervisors and senior managers of the company or the directors,
supervisors and senior managers of the company who have left the office for less than 12 months as legal persons
or other organizations (except the company and the holding company) or the subsidiaries of the company's actual
controller China Merchants Group Co., LTD. (except the company and the holding company).
2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests
Applicable √ Not applicable
3. Related Transactions Regarding Joint Investments in Third Parties
Applicable √ Not applicable
4. Credits and Liabilities with Related Parties
Whether there are credits and liabilities with non-operating related parties
√ Yes No
135
China Merchants Port Group Co., Ltd. Annual Report 2023
Credits receivable with related parties
Whether
Interest in
there is
Increased in the Recovered in the Ending
Formin occupation Beginning
Related Related Reporting the Reporting Interest Reporting balance
g on non- balance
party relationship Period Period rate Period (RMB’0,000
reason operating (RMB’0,000)
(RMB’0,000) (RMB’0,000) (RMB’0,00 )
capital or
0)
not
The
ultimate Bank
China controlling deposit
0.20%-
Merchants shareholder s/Struct No 428,803.42 4,003,363.40 4,054,311.48 5,124.90 377,855.34
2.75%
Bank has major ured
influence deposit
on it
Effects of credits with
related parties on the
The above credits receivable with related parties were mainly deposits in financial institutions which has
Company’s operating
no major influence on the Company’s operating results and financial conditions.
results and financial
conditions
Liabilities payable with related parties:
Interest in
Increased in the Recovered in the
Beginning Ending
Related Forming Reporting the Reporting Interest Reporting
Related party balance balance
relationship reason Period Period rate Period
(RMB’0,000) (RMB’0,000)
(RMB’0,000) (RMB’0,000) (RMB’0,0
00)
The ultimate
controlling
China
shareholder 2.48-
Merchants Borrowing 35,137.82 121,900.41 6,217.52 1,759.66 150,820.71
has major 3.65%
Bank
influence on
it
Effects of liabilities with
related parties on the The above liabilities payable with related parties were mainly financial institution loans which had no
Company’s operating results major influence on the Company’s operating results and financial conditions.
and financial conditions
5. Transactions with Related Finance Companies
Deposit business
Actual amount
Daily Beginning Ending
Total Total
Related Related maximum Interest rate balance balance
deposited withdrawn
party relationship limits range (RMB’0,000 (RMB’0,000
amount amount
(RMB’0,000) ) )
(RMB’0,000) (RMB’0,000)
Other
China company
Merchants under the
Group same control 500,000.00 0.55%-2.1% 184,169.86 2,830,173.07 2,805,335.11 209,007.82
Finance of
Co., Ltd. controlling
shareholder
Loan business
Actual amount
136
China Merchants Port Group Co., Ltd. Annual Report 2023
Beginning
Total loan Total repaid Ending
Related Related Loan limit Interest balance
amount amount balance
party relationship (RMB’0,000) rate range (RMB’0,000
(RMB’0,000) (RMB’0,000) (RMB’0,000)
)
Other
China company
Merchants under the
1.2%-
Group same control 1,000,000.00 97,983.90 78,360.10 55,356.69 120,987.31
4.06%
Finance of
Co., Ltd. controlling
shareholder
Credit or other finance business
Type Actual
of Total amount amount
Related party Related relationship
busine (RMB’0,000) (RMB’0,000
ss )
China Merchants Group Finance Co., Other company under the same control of
Credit 1,000,000.00 120,987.31
Ltd. controlling shareholder
6. Transactions with Related Parties by Finance Company Controlled by the Company
Applicable √ Not applicable
7. Other Major Related-Party Transactions
(1) The Company held the 7th Meeting of the 10th Board of Directors on 31 March 2023, and
reviewed and approved the Proposal on the Related-Party Transactions Regarding Making Deposits
in and Obtaining Loans from China Merchants Bank in 2023, which was submitted to the 2022
Annual General Meeting of the Company for deliberation. The Company held the 2022 Annual
General Meeting on 22 May 2023, and deliberated and approved the Proposal on the Related-Party
Transactions Regarding Making Deposits in and Obtaining Loans from China Merchants Bank in
2023, agreeing the Company and its subsidiaries to open bank accounts with China Merchants Bank.
In 2023, the maximum deposit balance of the Company and its subsidiaries with China Merchants
Bank shall not exceed RMB10 billion, and the maximum credit balance shall not exceed RMB15
billion. It is agreed that the Company and its subsidiaries shall use temporarily idle own funds to
purchase structured deposits and lower risk financial products from China Merchants Bank within
the amount of the maximum deposit balance. For details, please refer to the Announcement on the
Related-Party Transactions Regarding Making Deposits in and Obtaining Loans from China
Merchants Bank in 2023 (Announcement No. 2023-029) disclosed by the Company on 4 April 2023,
the Announcement on the Resolution of the 2022 General Meeting of Shareholders (Announcement
No. 2023-045) disclosed by the Company on 23 May 2023 and other relevant announcements.
(2) The Company held the 3rd Extraordinary Meeting of the 10th Board of Directors on 6 April 2023,
and reviewed and approved the Proposal on the Related-Party Transaction Regarding Conducting
Financial Leasing between Majority-owned Subsidiaries and Related Parties. For details, please refer
to the Announcement on the Related-Party Transaction Regarding Conducting Financial Leasing
between Majority-owned Subsidiaries and Related Parties (Announcement No. 2023-034) disclosed
by the Company on 7 April 2023.
137
China Merchants Port Group Co., Ltd. Annual Report 2023
(3) The Company held the 4th Extraordinary Meeting of the 10th Board of Directors on 28 April 2023,
reviewed and approved the Proposal on the Provision of Financial Assistance by Majority-owned
Subsidiaries and Related-Party Transactions to their Equity-participating Companies. For details,
please refer to the Announcement on the Provision of Financial Assistance by Majority-owned
Subsidiaries and Related-Party Transactions to their Equity-participating Companies (Announcement
No. 2023-040) disclosed by the Company on 29 April 2023 and the Announcement on the Resolution
of the 2022 General Meeting of Shareholders (Announcement No. 2023-045) disclosed by the
Company on 23 May 2023 and other relevant announcements.
(4) The Company held the 2023 First Extraordinary Meeting of the 11th Board of Directors on 14
July 2023, at which, the Proposal on the Adjustment of a Partially-owned Subsidiary’s Related-party
Guarantee for Its Equity-participating Company was reviewed and approved. For details, please refer
to the Announcement on the Adjustment of a Partially-owned Subsidiary’s Related-party Guarantee
for Its Equity-participating Company (Announcement No. 2023-056) disclosed by the Company on
15 July 2023, the Announcement on the Resolution of 2023 1st Extraordinary General Meeting of
Shareholders disclosed by the Company on 1 August 2023 (Announcement No. 2023-060) and other
relevant announcements.
(5) The Company held the 2023 4th Extraordinary Meeting of the 11th Board of Directors on 26
September 2023, at which, the Proposal on the Transfer and Acquisition of Equity Interests in
Relevant Subsidiaries and Related-party Transactions was reviewed and approved. For details, please
refer to the Announcement on the Transfer and Acquisition of Equity Interests in Relevant
Subsidiaries and Related-party Transactions (Announcement No. 2023-078) disclosed by the
Company on 27 September 2023.
Information on the disclosure website for current announcements on significant related-party
transactions:
Name of provisional reports Disclosure date Website
Announcement on the Related-Party Transaction
www.cninfo.com.cn
Regarding Making Deposits in and Obtaining Loans 4 April 2023
(Announcement No. 2023-029)
from China Merchants Bank in 2023
Announcement on the Related-Party Transaction
www.cninfo.com.cn
Regarding Conducting Financial Leasing between 7 April 2023
(Announcement No. 2023-034)
Majority-owned Subsidiaries and Related Parties
Announcement on the Provision of Financial
Assistance by Majority-owned Subsidiaries and www.cninfo.com.cn
29 April 2023
Related-Party Transactions to their Equity- (Announcement No. 2023-040)
participating Companies
Announcement on the Adjustment of a Partially-owned
www.cninfo.com.cn
Subsidiary’s Related-party Guarantee for Its Equity- 15 July 2023
(Announcement No. 2023-056)
participating Company
Announcement on the Transfer and Acquisition of
www.cninfo.com.cn
Equity Interests in Relevant Subsidiaries and Related- 27 September 2023
(Announcement No. 2023-078)
party Transactions
XV Major Contracts and Execution thereof
138
China Merchants Port Group Co., Ltd. Annual Report 2023
1. Entrustment, Contracting and Leases
(1) Entrustment
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Contracting
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(3) Leases
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Major guarantees
(1) Guarantees
Unit: RMB’0,000
Guarantees provided by the Company and its subsidiaries for external parties (exclusive of those for subsidiaries)
Disclosur Count Guaran
e date of Havin
Guarante er tee for
the Actual Actual Type of Collat Term of g
e- Line of guara a
guarantee occurrenc guarantee guarante eral (if guarante expire
receiving guarantee ntee related
line e date amount e any) e d or
entity party or
announce (if not
not
ment any)
Terminal General
11 June About
Link N/A 7,665.57 7,665.57 guarante Not Not Not Yes
2013 20 years
S.A.S. e
Terminal 25
31 March Joint- About 7
Link 11,452.73 January 11,452.73 Not Not Not Yes
2022 liability years
S.A.S. 2023
Terminal 4 April
244,374.40
Link SAS 2023
Kingston
Freeport 31 March
5,205.78
Terminal 2022
Limited
KHOR
AMBAD 30 March 24 May Joint- About
20,398.18 15,625.48 Not Not Not Yes
O 2019 2019 liability 13 years
FZCO*
Total approved line for Total actual balance of
such guarantees in the 244,374.40 such guarantees in the 11,452.73
Reporting Period (A1) Reporting Period (A2)
Total approved line for Total actual balance of
such guarantees at the such guarantees at the
283,890.88 34,743.78
end of the Reporting end of the Reporting
Period (A3) Period (A4)
Guarantee between the Company to its subsidiaries
139
China Merchants Port Group Co., Ltd. Annual Report 2023
Disclosur Count Guaran
e date of Havin
Guarante er tee for
the Actual Actual Type of Collat Term of g
e- Line of guara a
guarantee occurrenc guarantee guarante eral (if guarante expire
receiving guarantee ntee related
line e date amount e any) e d or
entity party or
announce (if not
not
ment any)
Chiwan
Wharf
Holdings 31 March
190,000.00
(Hong 2022
Kong)
Limited
Port
Develop
ment
31 March
(Hongko 200,000.00
2022
ng)
Company
Limited
Port
Develop
ment
4 April
(Hongko 100,000.00
2023
ng)
Company
Limited
Chiwan
Wharf
Holdings 4 April
100,000.00
(Hong 2023
Kong)
Limited
Total approved line for Total actual amount of
such guarantees in the 200,000.00 such guarantees in the -
Reporting Period (B1) Reporting Period (B2)
Total approved line for Total actual balance of
such guarantees at the such guarantees at the
200,000.00 -
end of the Reporting end of the Reporting
Period (B3) Period (B4)
Guarantees provided between subsidiaries
Disclosur Count Guaran
e date of Havin
Guarante er tee for
the Actual Actual Type of Collat Term of g
e- Line of guara a
guarantee occurrenc guarantee guarante eral (if guarante expire
receiving guarantee ntee related
line e date amount e any) e d or
entity (if party or
announce not
not
ment any)
China
Merchant
s
Internatio
16 April 1 January Joint- January
nal 50,000.00 19,931.18 Not Not Not Not
2020 2021 liability 2024
Terminal
(Qingdao
) Co.,
LTD
Shenzhen
Jinyu
Rongtai
12
Investme Joint- About
N/A 80,000.00 January 44,000.00 Not Not Not Not
nt liability 10 years
2017
developm
ent Co.,
LTD
140
China Merchants Port Group Co., Ltd. Annual Report 2023
China
Merchant
s
Internatio
30 June Joint- About
nal N/A 2,500.00 2,500.00 Not Not Not Not
2016 liability 10 years
(China)
Investme
nt Co.,
LTD
China
Merchant General
3 August 3 August About
s Finance 354,135.00 354,135.00 guarante Not Not Not Not
2015 2015 10 years
Company e
Limited
CMHI
General
Finance 6 August 6 August About 5
637,443.00 637,443.00 guarante Not Not Yes Not
(BVI) 2018 2018 years
e
Co., Ltd
CMHI
General
Finance 6 August 6 August About
424,962.00 424,962.00 guarante Not Not Not Not
(BVI) 2018 2018 10 years
e
Co., Ltd
General
CMHI About 3
424,962.00 guarante Not Not Yes Not
Finance 26 years
9 October e
(BVI) Septembe 566,616.00
2020 General
Co., Ltd r 2020 About 5
141,654.00 guarante Not Not Not Not
years
e
CMHI
General
Finance 31 March 2 June About 5
354,135.00 354,135.00 guarante Not Not Not Not
(BVI) 2022 2022 years
e
Co., Ltd
COLOM
BO
INTERN
ATIONA
L 16 General
About
CONTAI N/A 18,064.50 Septembe 18,064.50 guarante Not Not Yes Not
13 years
NER r 2012 e
TERMIN
ALS
LIMITE
D
COLOM
BO
INTERN
ATIONA
L
CONTAI N/A 4,957.89 - - - - - - - -
NER
TERMIN
ALS
LIMITE
D
COLOM
BO
INTERN
ATIONA
L 16 General
17,706.75 17,706.75
CONTAI N/A Septembe guarante Not Not Infinite Not Not
NER r 2012 e
TERMIN
ALS
LIMITE
D
141
China Merchants Port Group Co., Ltd. Annual Report 2023
Lome
General
Container June About 9
N/A 2,750.72 247.56 guarante Not Not Yes Not
Terminal 2015 years
e
s Co., Ltd
Lome
General
Container June About 9
N/A 2,750.72 247.56 guarante Not Not Yes Not
Terminal 2015 years
e
s Co., Ltd
Lome
General
Container June About 9
N/A 2,750.72 247.56 guarante Not Not Yes Not
Terminal 2015 years
e
s Co., Ltd
TCP -
TERMIN
AL DE
CONTEl General
19 April About 6
NERES N/A 33,994.43 6,798.89 guarante Not Not Not Not
2018 years
DE e
PARAN
AGUA
S/A.
Shenzhen
Haixin
Port 30 March 26 June Joint- About
219,090.00 93,275.88 Not Not Not Not
Develop 2019 2019 liability 18 years
ment Co.,
LTD
Zhanjian
g Port 31 March 9 October Joint- About 3
80,000.00 39,840.00 Not Not Not Not
(Group) 2021 2021 liability years
Co., LTD
CMHI
Finance 4 April
354,990.00
(BVI) 2023
Co., Ltd
Ansujie
Terminal
Storage
4 April
Service 70,000.00
2023
(Shenzhe
n) Co.,
Ltd.
China
Merchant
s
Internatio
31 March
nal 10,000.00
2022
Terminal
(Qingdao
) Co.,
LTD
Shenzhen
Haixin
Port 4 April
105,000.00
Develop 2023
ment Co.,
LTD
Total approved line for Total actual amount of
such guarantees in the 529,990.00 such guarantees in the 0.00
Reporting Period (C1) Reporting Period (C2)
Total approved line for Total actual balance of
such guarantees at the such guarantees at the
2,293,125.07 1,498,938.70
end of the Reporting end of the Reporting
Period (C3) Period (C4)
Total guarantee amount (total of the three kinds of guarantees above)
142
China Merchants Port Group Co., Ltd. Annual Report 2023
Total guarantee line approved Total actual guarantee
in the Reporting Period 974,364.40 amount in the Reporting 11,452.73
(A1+B1+C1) Period (A2+B2+C2)
Total actual guarantee
Total approved guarantee line
balance at the end of the
at the end of the Reporting 2,777,015.95 1,533,682.48
Reporting Period
Period (A3+B3+C3)
(A4+B4+C4)
Total actual guarantee amount (A4+B4+C4) as %
26.06%
of the Company’s net assets
Of which:
Balance of guarantees provided for shareholders,
34,743.78
actual controller and their related parties (D)
Balance of debt guarantees provided directly or
indirectly for obligors with an over 70% debt/asset 1,299,810.37
ratio (E)
Amount by which the total guarantee amount
-
exceeds 50% of the Company’s net assets (F)
Total of the three amounts above (D+E+F) 1,334,554.14
Joint responsibilities possibly borne in the
None
Reporting Period for undue guarantees (if any)
Provision of external guarantees in breach of the
None
prescribed procedures (if any)
Particulars of guarantees adopting complex methods
□ Applicable √ Not applicable
3. Cash Entrusted to Other Entities for Management
(1) Cash Entrusted for Wealth Management
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Entrusted Loans
Overview of entrusted loans in the Reporting Period
Unit: RMB’0,000
Amount Capital resources Undue balance Overdue amount
3,430.00 Self-owned funds 3,430.00 0
Particulars of entrusted loans with single significant amount or low security, bad liquidity, and no
capital preservation
□ Applicable √ Not applicable
Whether there is the case where the principal cannot be recovered at maturity or other case which
may cause impairment for entrusted loans
□ Applicable √ Not applicable
4. Other Major Contracts
□ Applicable √ Not applicable
No such cases in the Reporting Period.
143
China Merchants Port Group Co., Ltd. Annual Report 2023
XVI Other Significant Events
1. The transfer of 45% equity interest in Ningbo Daxie China Merchants International
Terminals Co., Ltd. (Ningbo Daxie) by majority-owned subsidiary CMPort Holdings through
public tender
The Proposal on the Transfer of 45% Equity Interest in Ningbo Daxie China Merchants International
Terminals Co., Ltd. by a Majority-owned Subsidiary through Public Tender was approved at the
Second Extraordinary Meeting of the 10th Board of Directors of the Company in 2023 dated 20
March 2023. As such, Cyber Chic Company Limited (hereinafter referred to as “Cyber Chic”), a
wholly-owned subsidiary of the Company’s majority-owned subsidiary CMPort Holdings, was
approved to transfer its 45% equity interest in Ningbo Daxie through public tender on the China
Beijing Equity Exchange, and the Company’s management was authorized to deal with the
subsequent matters relating to the said transaction (including but not limited to the signing of the
formal agreement, etc.) at its sole discretion in the transaction process. It was also approved that based
on the results of the asset valuation report issued by Beijing China Enterprise Appraisals Co., Ltd.,
the bottom price would be no less than RMB1,845 million (ultimately subject to the results of the
asset valuation report filed to the state-owned assets supervision organization). Final transferee and
transaction price would be subject to the results of the public tender. For further information, see
Announcement No. 2023-021 on the Transfer of 45% Equity Interest in Ningbo Daxie China
Merchants International Terminals Co., Ltd. by a Majority-owned Subsidiary through Public Tender,
which has been disclosed by the Company on 22 March 2023.
On 20 April 2023, CYBER CHIC put its 45% equity interest in Ningbo Daxie to a public tender on
the China Beijing Equity Exchange. On 19 May 2023, CYBER CHIC received the "Notification of
Transaction Contract Signing" from the China Beijing Equity Exchange, and Ningbo Zhoushan Port
became the transferee, with a transaction price of RMB1,845 million. On 25 May 2023, CYBER
CHIC and Ningbo Zhoushan Port entered into the Equity Transaction Contract. For further
information, see Announcement No. 2023-046 on Progress of the Transfer of 45% Equity Interest in
Ningbo Daxie China Merchants International Terminals Co., Ltd. by a Majority-owned Subsidiary
through Public Tender, which has been disclosed by the Company on 26 May 2023.
On 8 August 2023, Ningbo Daxie changed its registered information with the competent industrial
and commercial administration and received its new business license upon the equity transfer, with
its name changed to “Ningbo Daxie Container Terminal Co., Ltd.”. As such, the equity transfer has
been completed and CYBER CHIC no longer holds equity interest in Ningbo Daxie. For further
information, see Announcement No. 2023-063 on Progress of the Transfer of 45% Equity Interest in
Ningbo Daxie China Merchants International Terminals Co., Ltd. by a Majority-owned Subsidiary
through Public Tender, which has been disclosed by the Company on 10 August 2023.
2. Index to Disclosed Information
The significant events disclosed by the Company on Securities Times, China Securities Journal,
Shanghai Securities News, Ta Kung Pao and www.cninfo.com.cn during the Reporting Period are as
follows:
144
China Merchants Port Group Co., Ltd. Annual Report 2023
Announcem Date of the
Title of the announcement
ent No. announcement
Announcement on Obtaining the Registration Approval from the China Securities
2023-001 10 January 2023 Regulatory Commission for the Public Offering of Corporate Bonds to Professional
Investors
Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-002 14 January 2023
of December 2022
Announcement on the Resolutions of the 1st Extraordinary Meeting of the 10th
2023-003 20 January 2023
Board of Directors in 2023
Announcement on the Resolutions of the 1st Extraordinary Meeting of the 10th
2023-004 20 January 2023
Board of Supervisors in 2023
Announcement on Adjusting the Exercise Prices of the Stock Option Incentive Plan
2023-005 20 January 2023
(Phase I) of the Company
Announcement on Adjusting the Numbers of Qualified Awardees and Stock
2023-006 20 January 2023
Options to Be Granted of the Stock Option Incentive Plan (Phase I) of the Company
Announcement on the Failure to Meet the Exercise Conditions for the Second
2023-007 20 January 2023 Exercise Schedule of the Stock Options (the First Batch to be Granted) under the
Company’s Stock Option Incentive Plan (Phase I)
Announcement on the Failure to Meet the Exercise Conditions for the First Exercise
2023-008 20 January 2023 Schedule of the Stock Options (the Reserved Batch to be Granted) under the
Company’s Stock Option Incentive Plan (Phase I)
Announcement on Cancelling Some Stock Options under the Company’s Stock
2023-009 20 January 2023
Option Incentive Plan (Phase I)
Announcement on Completing the Cancellation of Some Stock Options under the
2023-010 8 February 2023
Company’s Stock Option Incentive Plan (Phase I)
Announcement on the Exercise of the Redemption Option of “22 CMPort 03”
2023-011 8 February 2023 Corporate Bond and the Waiver of the Exercise of the Adjustment Option of the
Coupon Interest of “22 CMPort 03” Corporate Bond
First Reminder on the Exercise of the Redemption Option of “22 CMPort 03”
2023-012 10 February 2023 Corporate Bond and the Waiver of the Exercise of the Adjustment Option of the
Coupon Interest of “22 CMPort 03” Corporate Bond
Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-013 15 February 2023
of January 2023
Second Reminder on the Exercise of the Redemption Option of “22 CMPort 03”
2023-014 17 February 2023 Corporate Bond and the Waiver of the Exercise of the Adjustment Option of the
Coupon Interest of “22 CMPort 03” Corporate Bond
Third Reminder on the Exercise of the Redemption Option of “22 CMPort 03”
2023-015 24 February 2023 Corporate Bond and the Waiver of the Exercise of the Adjustment Option of the
Coupon Interest of “22 CMPort 03” Corporate Bond
2023-016 1 March 2023 Reminder of the Issuance of 2023 Phase I Super-short-term Financing Bonds
Announcement on the Issue Results of 2023 Phase I Super-short-term Financing
2023-017 7 March 2023
Bonds
2023-018 8 March 2023 Announcement on the Redemption Results and Delisting of “22 CMPort 03”
Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-019 15 March 2023
of February 2023
Announcement on the Resolutions of the 2nd Extraordinary Meeting of the 10th
2023-020 22 March 2023
Board of Directors in 2023
Announcement on the Public Transfer of 45% of CMICT’s Equity by the Majority-
2023-021 22 March 2023
Owned Subsidiary
2023-022 28 March 2023 Announcement on the Online Investor Meeting on the 2022 Annual Results
Announcement on the Voluntary Information Disclosure of the 2022 Annual Results
2023-023 1 April 2023
by the Majority-Owned Subsidiary
2023-024 4 April 2023 Announcement on the Resolutions of the 7th Meeting of the 10th Board of Directors
145
China Merchants Port Group Co., Ltd. Annual Report 2023
Announcement on the Resolutions of the 7th Meeting of the 10th Board of
2023-025 4 April 2023
Supervisors
2023-026 4 April 2023 Announcement on the 2022 Profit Distribution and Dividend Payout Plan
2023-027 4 April 2023 Abstract of 2022 Annual Report (Chinese and English Versions)
Announcement on the Confirmation of the Continuing Related-Party Transactions
2023-028 4 April 2023
in 2022 and the Estimation of Such Transactions in 2023
Announcement on the Related-Party Transaction Regarding Making Deposits in and
2023-029 4 April 2023
Obtaining Loans from China Merchants Bank in 2023
Announcement on the External Guarantee Progress of a Majority-Owned Subsidiary
2023-030 4 April 2023 of the Company in 2022 and the Expected New External Guarantee Line in the Next
12 Months
2023-031 4 April 2023 Special Report on Deposit and Usage of Raised Fund in 2022
2023-032 4 April 2023 Announcement on Reappointment of Accounting Firm in 2023
Announcement on the Resolutions of the 3rd Extraordinary Meeting of the 10th
2023-033 7 April 2023
Board of Directors in 2023
Announcement on the Related-Party Transaction Regarding Conducting Financial
2023-034 7 April 2023
Leasing between Majority-owned Subsidiaries and Related Parties
2023-035 8 April 2023 Announcement on the Resignation of Employee Supervisors
Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-036 15 April 2023
of March 2023
Announcement on the Resolutions of the 4th Extraordinary Meeting of the 10th
2023-037 29 April 2023
Board of Directors in 2023
2023-038 29 April 2023 The First Quarter Report 2023 (Chinese and English Versions)
Announcement on the Extension of Financial Assistance Provided by Majority-
2023-039 29 April 2023
owned Subsidiaries
Announcement on the Provision of Financial Assistance by Majority-owned
2023-040 29 April 2023 Subsidiaries and Related-Party Transactions to their Equity-participating
Companies
2023-041 29 April 2023 Announcement on the Appointment of Mr. Zhu Weida as Deputy General Manager
2023-042 29 April 2023 Notice on Convening 2022 Shareholders’ General Meeting
2023-043 29 April 2023 Announcement on Accounting Policy Changes
Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-044 16 May 2023
of April 2023
2023-045 23 May 2023 Announcement on the Resolutions of 2022 General Meeting of Shareholders
Announcement on the Progress of the Public Transfer of 45% of CMICT’s Equity
2023-046 26 May 2023
by the Majority-Owned Subsidiary
2023-047 3 June 2023 Announcement on the Redemption of the 5th Issue of SCP in 2022 upon Maturity
2023-048 14 June 2023 Reminder of the Issuance of 2023 Phase II Super-short-term Financing Bonds
Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-049 15 June 2023
of May 2023
Announcement on the Issue Results of 2023 Phase II Super-short-term Financing
2023-050 17 June 2023
Bonds
2023-051 20 June 2023 Announcement on the 2022 Dividend Payout
Announcement on the Public Issuance of Corporate Bonds (Phase I) to Qualified
2023-052 6 July 2023
Investors in 2020, Interest Payment, Redemption and Delisting in 2023
Announcement on the Resolutions of the 1st Extraordinary Meeting of the 11th
2023-053 15 July 2023
Board of Directors in 2023
Announcement on the Resolutions of the 1st Extraordinary Meeting of the 11th
2023-054 15 July 2023
Board of Supervisors in 2023
Announcement on the Appointment of Senior Management and Securities Affairs
2023-055 15 July 2023
Representative
146
China Merchants Port Group Co., Ltd. Annual Report 2023
Announcement on the Adjustment of a Partially-owned Subsidiary’s Related-party
2023-056 15 July 2023
Guarantee for Its Equity-participating Company
2023-057 15 July 2023 Announcement on the Resignation and By-election of Director
2023-058 15 July 2023 Notice on Convening the 2023 1st Extraordinary General Meeting of Shareholders
Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-059 15 July 2023
of June 2023
Announcement on the Resolutions of 2023 1st Extraordinary General Meeting of
2023-060 1 August 2023
Shareholders
Announcement on the Resolutions of the 2nd Extraordinary Meeting of the 11th
2023-061 1 August 2023
Board of Directors in 2023
2023-062 9 August 2023 Announcement on the Completion of Business Registration Changes
Announcement on the Progress of the Public Transfer of 45% of CMICT’s Equity
2023-063 10 August 2023
by the Majority-Owned Subsidiary
Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-064 15 August 2023
of July 2023
Announcement on the Resolutions of the 3rd Extraordinary Meeting of the 11th
2023-065 17 August 2023
Board of Directors in 2023
2023-066 17 August 2023 Announcement on the Appointment of Senior Management
Announcement on the Public Issuance of Corporate Bonds (PhaseI) to Professional
2023-067 29 August 2023
Investors in 2022 and Interest Payment for 2023
Announcement on the Resolutions of the 1st Extraordinary Meeting of the 11th
2023-068 31 August 2023
Board of Directors
Announcement on the Resolutions of the 1st Extraordinary Meeting of the 11th
2023-069 31 August 2023
Board of Supervisors
2023-070 31 August 2023 Interim Report 2023 (Summary) (Chinese and English Versions)
2023-071 31 August 2023 Special Report on Deposit and Usage of Raised Fund in H1 2023
Announcement on the Voluntary Information Disclosure of the 2023 Interim Results
2023-072 31 August 2023
by the Majority-Owned Subsidiary
2023-073 31 August 2023 Announcement on the Online Investor Meeting on the Results in H1 2023
2023-074 31 August 2023 Announcement on the Redemption of the 1st Issue of SCP in 2023 upon Maturity
5 September Announcement on the Public Issuance of Corporate Bonds (Phase II ) to
2023-075
2023 Professional Investors in 2022 and Interest Payment for 2023
15 September Announcement on the Voluntary Information Disclosure of Business Volume Data
2023-076
2023 of August 2023
27 September Announcement on the Resolutions of the 4th Extraordinary Meeting of the 11th
2023-077
2023 Board of Directors in 2023
27 September Announcement on the Transfer and Acquisition of Equity Interests in Relevant
2023-078
2023 Subsidiaries and Related-party Transactions
Announcement on the Voluntary Disclosure of the Data on Business Volume for
2023-079 14 October 2023
September 2023
Announcement on the Resolutions of the 5th Extraordinary Meeting of the 11th
2023-080 26 October 2023
Board of Directors in 2023
2023-081 26 October 2023 The Third Quarter Report 2023 (Chinese and English Versions)
7 November
2023-082 Reminder of the Issuance of 2023 Phase III Super-short-term Financing Bonds
2023
8 November Announcement on the Participation in 2023 Shenzhen Online Group Reception Day
2023-083
2023 for Listed Company Investors
10 November Announcement on the Issue Results of 2023 Phase III Super-short-term Financing
2023-084
2023 Bonds
15 November Announcement on Voluntary Information Disclosure of Business Volume Data of
2023-085
2023 October 2023
147
China Merchants Port Group Co., Ltd. Annual Report 2023
18 November
2023-086 Notice on Convening 2023 Second Extraordinary General Meeting
2023
Announcement on the Completion of the Cancellation of the Special Account for
2023-087 1 December 2023
Funds Raised by the Company’s Non-public Offering of A-Shares
2023-088 6 December 2023 Announcement on Resolutions of 2023 Second Extraordinary General Meeting
13 December
2023-089 Announcement on the Redemption of the 2nd Issue of SCP in 2023 upon Maturity
2023
15 December Announcement on the Voluntary Disclosure of the Data on Business Volume for
2023-090
2023 November 2023
29 December Announcement on the Resolutions of the 6th Extraordinary Meeting of the 11th
2023-091
2023 Board of Directors in 2023
29 December
2023-092 Announcement on Approval for Registration of Debt Financing Instruments
2023
29 December
2023-093 Announcement on the Change of the Designated Media for Information Disclosure
2023
XVII Significant Events of Subsidiaries
□ Applicable √ Not applicable
148
China Merchants Port Group Co., Ltd. Annual Report 2023
Part VII Share Changes and Shareholder Information
I Share Changes
1. Share Changes
Unit: share
Before Increase/decrease in the Reporting Period (+/-) After
Shares
Shares
as
as
dividen
divide
d
Percentage New nd Subtot Percentage
Shares convert Other Shares
(%) issues conver al (%)
ed from
ted
capital
from
reserve
profit
s
I. Restricted
576,716,903 23.0772% 0 0 0 -7,366 -7,366 576,709,537 23.0769%
shares
1. Shares
0 0.0000% 0 0 0 0 0 0 0.0000%
held by state
2. Shares
held by
576,709,537 23.0769% 0 0 0 0 0 576,709,537 23.0769%
state-owned
legal person
3. Shares
held by
other 7,366 0.0003% 0 0 0 -7,366 -7,366 0 0.0000%
domestic
investors
Including:
Shares held
0 0.0000% 0 0 0 0 0 0 0.0000%
by domestic
legal person
Shares held
by domestic 7,366 0.0003% 0 0 0 -7,366 -7,366 0 0.0000%
natural
person
4. Shares
held by
0 0.0000% 0 0 0 0 0 0 0.0000%
foreign
investors
Including:
Shares held
0 0.0000% 0 0 0 0 0 0 0.0000%
by foreign
legal person
Shares held
by foreign 0 0.0000% 0 0 0 0 0 0 0.0000%
natural
person
II.
Unrestricted 1,922,357,758 76.9228% 0 0 0 7,366 7,366 1,922,365,124 76.9231%
shares
1. RMB
ordinary 1,742,468,718 69.7246% 0 0 0 976 976 1,742,469,694 69.7246%
shares
2.
Domesticall 179,889,040 7.1982% 0 0 0 6,390 6,390 179,895,430 7.1985%
y listed
149
China Merchants Port Group Co., Ltd. Annual Report 2023
foreign
shares
3. Overseas
listed
0 0.0000% 0 0 0 0 0 0 0.0000%
foreign
shares
4. Other 0 0.0000% 0 0 0 0 0 0 0.0000%
III. Total
2,499,074,661 100.0000% 0 0 0 0 0 2,499,074,661 100.0000%
shares
Reasons for share changes:
The restricted shares held by the Company’s outgoing Senior Management members were changed.
Approval of the share changes:
□ Applicable √ Not applicable
Transfer of share ownership:
□ Applicable √ Not applicable
Effects of the share changes on the basic and diluted earnings per share, equity per share attributable
to the Company’s ordinary shareholders and other financial indicators of the prior year and the prior
accounting period, respectively:
□ Applicable √ Not applicable
Other information that the Company considers necessary or is required by the securities regulator to
be disclosed:
□ Applicable √ Not applicable
2. Changes in Restricted Shares
Unit: share
Number of Number of Number of
Number of Date of
Name of increased released restricted Reason for
restricted shares at restriction
shareholders restricted restricted shares at the restriction
the period-begin release
shares shares period-end
According to
the Articles of
Zheng Association and November
7,366 0 7,366 0
Shaoping the relevant 2023
laws and
regulations
Total 7,366 0 7,366 0 -- --
II Issuance and Listing of Securities
□ Applicable √ Not applicable
III Shareholders and Actual Controller
1. Shareholders and Their Shareholdings at the Period-End
150
China Merchants Port Group Co., Ltd. Annual Report 2023
Unit: share
Number of
preferred
Number of
shareholders
ordinary 30,312 (19,38 Number of preferred
Number of 29,064 (17,986 with resumed
shareholders at 9 A-sharehold shareholders with
ordinary A-shareholders voting rights at
the month-end ers and 10,923 resumed voting rights 0 0
shareholders at and 11,078 B-s the month-end
prior to the B-shareholder at the period-end (if
the period-end hareholders) prior to the
disclosure of s) any)
disclosure of
this Report
this Report (if
any)
5% or greater shareholders or top 10 shareholders
Sharehold Increase/dec
Total shares
Name of Nature of ing rease in the Restricted Unrestricted
held at the Shares in pledge or frozen
shareholder shareholder percentag Reporting shares held shares held
period-end
e Period
CHINA
MERCHANTS
PORT Foreign
INVESTMENT legal 45.96% 1,148,648,648 0 0 1,148,648,648 0
DEVELOPMENT person
COMPANY
LIMITED
ZHEJIANG
PROVINCIAL
State-
SEAPORT
owned
INVESTMENT & 23.08% 576,709,537 0 576,709,537 0 0
legal
OPERATION
person
GROUP CO.,
LTD.
CHINA
MERCHANTS State-
GANGTONG owned
14.84% 370,878,000 0 0 370,878,000 0
DEVELOPMENT legal
(SHENZHEN) person
CO., LTD.
SHENZHEN
INFRASTRUCTU
RE
INVESTMENT
FUND-
Fund and
SHENZHEN
wealth
INFRASTRUCTU 2.59% 64,850,182 0 0 64,850,182 0
managemen
RE
t products
INVESTMENT
FUND
PARTNERSHIP
(LIMITED
PARTNERSHIP)
State-
BROADFORD
owned
GLOBAL 2.21% 55,314,208 0 0 55,314,208 0
legal
LIMITED
person
State-
CHINA-AFRICA
owned
DEVELOPMENT 1.69% 42,190,151 -21,912,413 0 42,190,151 0
legal
FUND
person
151
China Merchants Port Group Co., Ltd. Annual Report 2023
CHINA LIFE
INSURANCE
COMPANY Funds,
LIMITED- wealth
TRADITION- managemen 0.19% 4,734,022 4,734,022 0 4,734,022 0
GENERAL t products,
INSURANCE etc.
PRODUCTS-
005L- CT001 HU
BASIC Funds,
ENDOWMENT wealth
INSURANCE managemen 0.18% 4,556,289 4,556,289 0 4,556,289 0
FUND 1006 t products,
PORTFOLIO etc.
HONG KONG
Foreign
SECURITIES
legal 0.17% 4,335,761 -187,135 0 4,335,761 0
CLEARING
person
COMPANY LTD.
CHINA
Foreign
MERCHANTS
legal 0.11% 2,668,175 125,720 0 2,668,175 0
SECURITIES
person
(HK) CO., LTD.
Among the foregoing shareholders, Shenzhen Infrastructure Investment Fund-Shenzhen
Infrastructure Investment Fund Partnership (Limited Partnership) subscribed for 64,850,182 shares
of the Company offered in a non-public manner in 2019 for raising supporting funds at RMB17.16
per share. The subscribed shares were floated on Shenzhen Stock Exchange on 4 November 2019,
Strategic investors or general
and the lock-in period lasted until 4 November 2020. China-Africa Development Fund subscribed
legal person becoming top-ten
for 64,102,564 shares of the Company offered in a non-public manner in 2019 for raising supporting
ordinary shareholders due to
funds at RMB17.16 per share. The subscribed shares were floated on Shenzhen Stock Exchange on
placing of new shares (if any)
4 November 2019, and the lock-in period lasted until 4 November 2020. Zhejiang Provincial Seaport
Investment & Operation Group Co., Ltd. subscribed for 576,709,537 shares of the Company offered
in a non-public manner at RMB18.50 per share. The subscribed shares were floated on Shenzhen
Stock Exchange on 12 October 2022, and the lock-in period lasts until 12 October 2025.
Broadford Global Limited is the controlling shareholder of China Merchants Port Investment
Related or acting-in-concert
Development Company Limited and China Merchants Gangtong Development (Shenzhen) Co.,
parties among the shareholders
Ltd. The Company does not know whether the other unrestricted shareholders are related parties or
above
not.
Above shareholders involved in
entrusting/being entrusted and None
giving up voting rights
Special account for share
repurchases (if any) among the
None
top 10 shareholders (see note
10)
Top 10 unrestricted shareholders
Shares by type
Name of shareholder Unrestricted shares held at the period-end
Type Shares
CHINA MERCHANTS PORT
RMB
INVESTMENT
1,148,648,648 ordinary 1,148,648,648
DEVELOPMENT COMPANY
share
LIMITED
CHINA MERCHANTS
RMB
GANGTONG
370,878,000 ordinary 370,878,000
DEVELOPMENT
share
(SHENZHEN) CO., LTD.
SHENZHEN
INFRASTRUCTURE
INVESTMENT FUND-
RMB
SHENZHEN
64,850,182 ordinary 64,850,182
INFRASTRUCTURE
share
INVESTMENT FUND
PARTNERSHIP (LIMITED
PARTNERSHIP)
152
China Merchants Port Group Co., Ltd. Annual Report 2023
Domestical
BROADFORD GLOBAL ly listed
55,314,208 55,314,208
LIMITED foreign
share
RMB
CHINA-AFRICA
42,190,151 ordinary 42,190,151
DEVELOPMENT FUND
share
CHINA LIFE INSURANCE
COMPANY LIMITED- RMB
TRADITION- GENERAL 4,734,022 ordinary 4,734,022
INSURANCE PRODUCTS- share
005L- CT001 HU
BASIC ENDOWMENT RMB
INSURANCE FUND 1006 4,556,289 ordinary 4,556,289
PORTFOLIO share
RMB
HONG KONG SECURITIES
4,335,761 ordinary 4,335,761
CLEARING COMPANY LTD.
share
Domestical
CHINA MERCHANTS ly listed
2,668,175 2,668,175
SECURITIES (HK) CO., LTD. foreign
share
RMB
MAI SHUQING 2,458,747 ordinary 2,458,747
share
Related or acting-in-concert
parties among top 10 Broadford Global Limited is the controlling shareholder of China Merchants Port Investment
unrestricted public shareholders, Development Company Limited and China Merchants Gangtong Development (Shenzhen) Co.,
as well as between top 10 Ltd. The Company does not know whether the other unrestricted shareholders are related parties or
unrestricted public shareholders not.
and top 10 shareholders
Top 10 ordinary shareholders At the end of the Reporting Period, the shareholder of the Company, Mai Shuqing held 2,458,747
involved in securities margin shares through the customer credit transaction secured securities account in China Merchants
trading (if any) Securities Co., Ltd.
Top 10 shareholders involved in refinancing business through lending shares
□ Applicable √ Not applicable
Change in Top 10 shareholders compared with the last period
Change in Top 10 shareholders compared with last period
Shares held by shareholders through their
Shares lent for refinancing and not general accounts and credit accounts and
Name of returned yet at the period-end Shares lent for refinancing and not
Add/exit in the
shareholders (full returned yet at the period-end
Reporting Period
name)
% of total share % of total share
Total amount Total amount
capital capital
CHINA LIFE
INSURANCE
COMPANY
LIMITED-
TRADITION- Add 0 0.00% 4,734,022 0.19%
GENERAL
INSURANCE
PRODUCTS-
005L- CT001 HU
BASIC
ENDOWMENT
INSURANCE Add 0 0.00% 4,556,289 0.18%
FUND 1006
PORTFOLIO
ZHU HUI Exit 0 0.00% 0 0.00%
153
China Merchants Port Group Co., Ltd. Annual Report 2023
MONETARY
AUTHORITY OF
Exit 0 0.00% 0 0.00%
MACAO-SELF-
OWNED FUNDS
Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted
ordinary shareholders of the Company conducted any promissory repo during the Reporting Period.
□ Yes √ No
No such cases in the Reporting Period.
2. Controlling Shareholder
Nature of the controlling shareholder: Controlled by a central state-owned legal person
Type of the controlling shareholder: legal person
Legal
Name of controlling representativ Principal
Date of establishment Unified social credit code
shareholder e/person in activity
charge
Port services,
bonded logistic
Yu Zhiliang,
and cold chain
BROADFORD GLOBAL Chen
27 November 2017 68550019-000 services,
LIMITED Chengdi,
property
Liang Jian
development
and investment
Shareholdings of the
controlling shareholder in
other listed companies at N/A
home or abroad in this
Reporting Period
Change of the controlling shareholder in the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Actual Controller and Its Acting-in-Concert Parties
Nature of the actual controller: Central institution for state-owned assets management
Type of the actual controller: legal person
Legal
Name of
representativ Unified social
actual Date of establishment Principal activity
e/person in credit code
controller
charge
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;
China construction, repairing, checking and marketing of shipping,
Miao 9111000010000
Merchants 14 October 1986 offshore petroleum drilling equipment; repairing and
Jianmin 5220B
Group 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
154
China Merchants Port Group Co., Ltd. Annual Report 2023
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. (The market body shall independently choose business
items and carry out business activities according to law. For
items requiring approval according to law, the market body
must obtain approval from related authorities before carrying
out the business activities. The market body shall not engage
in business activities that are banned and restricted in the
national and municipal industrial policies.)
China Merchants Group holds:
Sharehold
74.35% shares of China Merchants Land Limited;
ings of the
71.76% share of China Merchants Port Holdings Company Limited;
actual
69.15% shares of Liaoning Port Co., Ltd.;
controller
68.72% shares of China Merchants Expressway Network &Technology Holdings Co., Ltd;
in other
58.48% shares of Sinotrans Limited;
listed
58.47% shares of China Merchants Shekou Industrial Zone Holdings Co., Ltd.;
companie
54.02% shares of China Merchants Energy Shipping Co., Ltd;
s at home
51.16% shares of China Merchants Property Operation & Service Co., Ltd.;
or abroad
44.17% shares of China Merchants Securities Co. Ltd.;
in this
27.97% shares of Nanjing Tanker Corporation;
Reporting
27.86% shares of China Merchants Bank Co., Ltd;
Period
27.59% shares of China Merchants China Direct Investments Limited.
Change of the actual controller during the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
Ownership and control relations between the actual controller and the Company:
155
China Merchants Port Group Co., Ltd. Annual Report 2023
Indicate by tick mark whether the actual controller controls the Company via trust or other ways of
asset management.
□ Applicable √ Not applicable
4. Number of Accumulative Pledged Shares held by the Company’s Controlling Shareholder
or the Largest Shareholder as well as Its Acting-in-Concert Parties Accounts for 80% of all
shares of the Company held by Them
□ Applicable √ Not applicable
5. Other 10% or Greater Corporate Shareholders
Legal
Name of
representati Date of
corporate Registered capital Business scope or management activities
ve/person establishment
shareholders
in charge
China
Merchants Yu
Port Zhiliang,
15 November HKD28,287,989,24
Investment Chen Investment management of equities and others
2013 1
Development Chengdi,
Company Liang Jian
Limited
156
China Merchants Port Group Co., Ltd. Annual Report 2023
The exploration and utilization of marine
resources, marine industry investment, the
management of marine and port resources and
Zhejiang
capital operations, port investment,
Provincial
construction, and operations, shipping services,
Seaport
Tao commodity reserves, trading, and processing
Investment & 30 July 2014 RMB50 billion
Chengbo (excluding hazardous chemicals), marine
Operation
engineering construction, and port engineering
Group Co.,
design and supervision. (Business activities
Ltd.
that require approval in accordance with laws
shall be subject to approval by relevant
authorities.)
Provision of management services for ports
(without involving special administrative
measures on the access of foreign investment);
port information inquiries, economic
information consultation, economic
information consultation, corporate
management consultation, business
information consultation, brand management
consultation and logistics information
consultation (excluding restricted items in each
case); technical development and sales of ship
machinery and equipment; technical services in
respect of port loading and unloading
equipment; supporting businesses in respect of
the design, sales, import and export of loading
China
and unloading tools, mechanical and electrical
Merchants
products and non-ferrous metal products
Gangtong
Qi Yue 16 January 2018 RMB13,495,525,70 (excluding precious metals) (Commodities that
Development
0 involve state trading, quota, license and special
(Shenzhen)
administrative regulations shall be operated
Co., Ltd.
through the application pursuant to related state
regulations); technical development and
technical services in respect of modern
logistics information systems; supply chain
management and related supporting services;
design of logistics plans; planning of corporate
image; planning of cultural exchange activities
(without involving special administrative
measures on the access of foreign investment);
marketing planning; and planning of brand
image. (In each case, any item forbidden by
laws, administrative regulations and the State
Council shall be excluded and restricted items
shall be operated upon the attainment of the
permission), licensed business item: none
6. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, Actual
Controller, Reorganizer and Other Commitment Makers
□ Applicable √ Not applicable
IV Specific Implementation of Share Repurchases in the Reporting Period
157
China Merchants Port Group Co., Ltd. Annual Report 2023
Progress on any share repurchases:
□ Applicable √ Not applicable
Progress on reducing the repurchased shares by means of centralized bidding:
□ Applicable √ Not applicable
158
China Merchants Port Group Co., Ltd. Annual Report 2023
Part VIII Preference Shares
□ Applicable √ Not applicable
No preference shares in the Reporting Period.
159
China Merchants Port Group Co., Ltd. Annual Report 2023
Part IX Bonds
I Enterprise Bonds
□ Applicable √ Not applicable
No enterprise bonds in the Reporting Period.
II Corporate Bonds
1. Basic Information of the Corporate Bonds
Unit: RMB’0,000
Tradi
Date of Value Bonds Interest Way of
Name Abbr. Code Maturity ng
issuance date balance rate redemption
place
Simple
interest is
adopted and
2020
calculated by
Public
year. No
Offering
compound
of
interest is
Corporate
calculated.
Bonds of Shen
Interests are
China 20 zhen
7 July 7 July 8 July paid once
Merchant CMPort 149170 0 3.36% Stock
2020 2020 2023 every year and
s Port 01 Exch
principals paid
Group ange
in lump sum at
Co., Ltd.
maturity. In
(for
the last
qualified
instalment, the
investors)
interests are
(Phase I)
paid together
with principal
repayment.
Simple
interest is
2022 adopted and
Public calculated by
Offering year. No
of compound
Corporate interest is
Bonds of calculated.
Shen
China 29 August Interests are
22 zhen
Merchant 2022 to 30 August 30 August paid once
CMPort 148052 300,000.00 2.69% Stock
s Port 30 August 2022 2025 every year and
01 Exch
Group 2022 principals paid
ange
Co., Ltd. in lump sum at
(for maturity. In
professio the last
nal instalment, the
investors) interests are
(Phase I) paid together
with principal
repayment.
2022 22 5 6 6
Public CMPort 148058 Septembe Septembe Septembe 300,000.00 2.45% Simple Shen
Offering 02 r 2022 to r 2022 r 2024 interest is zhen
160
China Merchants Port Group Co., Ltd. Annual Report 2023
Tradi
Date of Value Bonds Interest Way of
Name Abbr. Code Maturity ng
issuance date balance rate redemption
place
of 6 adopted and Stock
Corporate Septembe calculated by Exch
Bonds of r 2022 year. No ange
China compound
Merchant interest is
s Port calculated.
Group Interests are
Co., Ltd. paid once
(for every year and
professio principals paid
nal in lump sum at
investors) maturity. In
(Phase II) the last
instalment, the
interests are
paid together
with principal
repayment.
The
maturity
date of the
bonds is 9
Septembe
r 2023; if Simple
2022 the issuer interest is
Public exercises adopted and
Offering the calculated by
of redemptio year. No
Corporate n option, compound
Bonds of the interest is
China 8 maturity calculated.
Shen
Merchant Septembe date of the Interests are
22 9 zhen
s Port r 2022 to bonds is 8 paid once
CMPort 148060 Septembe 0 1.93% Stock
Group 9 March every year and
03 r 2022 Exch
Co., Ltd. Septembe 2023; if principals paid
ange
(for r 2023 the in lump sum at
professio investor maturity. In
nal exercises the last
investors) the resale instalment, the
(Phase option, interests are
III) the paid together
maturity with principal
date of the repayment.
resale
portion of
the bonds
is 8 March
2023.
Appropriate arrangement of the
The Company's bonds are publicly issued to professional institutional investors
investors (if any)
Applicable trading mechanism Match-and-deal, negotiate-and-deal, click-and-deal, inquire-and-deal, bid-and-deal
Risk of termination of listing
transactions (if any) and Not
countermeasures
Overdue bonds
□ Applicable √ Not applicable
2. The Trigger and Execution of the Option Clause of the Issuers or Investors and the Investor
Protection Clause
161
China Merchants Port Group Co., Ltd. Annual Report 2023
□ Applicable √ Not applicable
3. Intermediary
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
18F CITIC
Lead Securities
Underwriter and Tower, No.8
Trustee: CITIC Zhongxin 3rd Not applicable Feng Yuan 0755-23835062
Securities Co., Road, Futian
Ltd. District,
Shenzhen
20th Floor,
China
2020 Public Resources
Law firm:
Offering of Building, No. 8 Liu Yongzhao,
Beijing Junhe Not applicable 010-8519 1300
Corporate Jianguomen Chen Shanshan
Law Firm
Bonds of China North Street,
Merchants Port Dongcheng
Group Co., Ltd. District, Beijing
(for qualified Credit rating Room 60101,
investors) agency: China Building 1, No.
(Phase I) Chengxin 2 Nanzhugan Zhong Ting,
Not applicable 027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Auditor:
30th Floor,
Deloitte Touche
Bund Center,
Tohmatsu Li Weihua,
No. 222 East Wang Hongmei 021-61418888
Certified Public Wang Hongmei
Yan'an Road,
Accountants
Shanghai
LLP
18F CITIC
Lead Securities
Underwriter and Tower, No.8
Trustee: CITIC Zhongxin 3rd Not applicable Feng Yuan 0755-23835062
Securities Co., Road, Futian
Ltd. District,
Shenzhen
2022 Public 20th Floor,
Offering of China
Corporate Resources
Law firm:
Bonds of China Building, No. 8 Liu Yongzhao,
Beijing Junhe Not applicable 010-8519 1300
Merchants Port Jianguomen Chen Shanshan
Law Firm
Group Co., Ltd. North Street,
(for professional Dongcheng
investors) District, Beijing
(Phase I) Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
Not applicable 027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Auditor: 30th Floor, Li Weihua,
Wang Hongmei 021-61418888
Deloitte Touche Bund Center, Wang Hongmei
162
China Merchants Port Group Co., Ltd. Annual Report 2023
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
Tohmatsu No. 222 East
Certified Public Yan’an Road,
Accountants Shanghai
LLP
18F CITIC
Lead Securities
Underwriter and Tower, No.8
Trustee: CITIC Zhongxin 3rd Not applicable Feng Yuan 0755-23835062
Securities Co., Road, Futian
Ltd. District,
Shenzhen
20th Floor,
China
2022 Public
Resources
Offering of Law firm:
Building, No. 8 Liu Yongzhao,
Corporate Beijing Junhe Not applicable 010-8519 1300
Jianguomen Chen Shanshan
Bonds of China Law Firm
North Street,
Merchants Port
Dongcheng
Group Co., Ltd.
District, Beijing
(for professional
Credit rating Room 60101,
investors)
agency: China Building 1, No.
(Phase II)
Chengxin 2 Nanzhugan Zhong Ting,
Not applicable 027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Auditor:
30th Floor,
Deloitte Touche
Bund Center,
Tohmatsu Li Weihua,
No. 222 East Wang Hongmei 021-61418888
Certified Public Wang Hongmei
Yan’an Road,
Accountants
Shanghai
LLP
18F CITIC
Lead Securities
Underwriter and Tower, No.8
Trustee: CITIC Zhongxin 3rd Not applicable Feng Yuan 0755-23835062
Securities Co., Road, Futian
Ltd. District,
Shenzhen
20th Floor,
2022 Public
China
Offering of
Resources
Corporate Law firm:
Building, No. 8 Liu Yongzhao,
Bonds of China Beijing Junhe Not applicable 010-8519 1300
Jianguomen Chen Shanshan
Merchants Port Law Firm
North Street,
Group Co., Ltd.
Dongcheng
(for professional
District, Beijing
investors)
Credit rating Room 60101,
(Phase III)
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
Not applicable 027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Auditor: 30th Floor,
Li Weihua,
Deloitte Touche Bund Center, Wang Hongmei 021-61418888
Wang Hongmei
Tohmatsu No. 222 East
163
China Merchants Port Group Co., Ltd. Annual Report 2023
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
Certified Public Yan’an Road,
Accountants Shanghai
LLP
Indicate by tick mark whether above intermediary changed in the Reporting Period
□ Yes √ No
4. List of the Usage of the Raised Funds
Unit: RMB’0,000
Whether is
consistent
Operation Rectificatio with the
Unuse of special n of raised usage, using
d account for funds for plan and
Bonds Total amount Amount spent
amoun raised violation other
t funds (if operation agreements
any) (if any) stipulated in
the raising
specification
2020 Public
Offering of
Corporate
Bonds of China
Merchants Port 200,000.00 200,000.00 0.00 None None Yes
Group Co., Ltd.
(for qualified
investors)
(Phase I)
2022 Public
Offering of
Corporate
Bonds of China
Merchants Port
300,000.00 300,000.00 0.00 None None Yes
Group Co., Ltd.
(for
professional
investors)
(Phase I)
2022 Public
Offering of
Corporate
Bonds of China
Merchants Port
Group Co., Ltd. 300,000.00 300,000.00 0.00 None None Yes
(for
professional
investors)
(Phase II)
164
China Merchants Port Group Co., Ltd. Annual Report 2023
Whether is
consistent
Operation Rectificatio with the
Unuse of special n of raised usage, using
d account for funds for plan and
Bonds Total amount Amount spent
amoun raised violation other
t funds (if operation agreements
any) (if any) stipulated in
the raising
specification
2022 Public
Offering of
Corporate
Bonds of China
Merchants Port
Group Co., Ltd. 200,000.00 200,000.00 0.00 None None Yes
(for
professional
investors)
(Phase III)
The raised funds were used for project construction
□ Applicable √ Not applicable
The Company changed the usage of above funds raised from bonds during the Reporting Period.
□ Applicable √ Not applicable
5. Adjustment of Credit Rating Results during the Reporting Period
□ Applicable √ Not applicable
6. Execution and Changes of Guarantee, Repayment Plan and Other Repayment Guarantee
Measures as well as Influence on Equity of Bond Investors during the Reporting Period
□ Applicable √ Not applicable
III Debt Financing Instruments of Non-financial Enterprises
1. Basic Information of Debt Financing Instruments of a Non-financial Enterprise
Unit: RMB’0,000
Way Tra
Inter of din
Date of Value
Name Abbr. Code Maturity Bonds balance est rede g
issuance date
rate mpti pla
on ce
Medium- Inter Inte
21 CMPort 10210070 14 April 16 April 16 April 3.52
term Notes 200,000.00 ests rba
MTN001 3 2021 2021 2024 %
of China paid nk
165
China Merchants Port Group Co., Ltd. Annual Report 2023
Merchants once bon
Port every d
Group year mar
Co., Ltd. and ket
(Phase I princ
2021) ipals
paid
in
lump
sum
on
the
rede
mpti
on
date
Princ
Super-
ipals
short-term
and
Commerci Inte
inter
al Papers rba
est
of China 1 5 nk
22 CMPort 01228315 2 June 1.75 paid
Merchants September September 0 bon
SCP005 2 2023 % in
Port 2022 2022 d
lump
Group mar
sum
Co., Ltd. ket
at
(Phase V
matu
2022)
rity
Princ
Super-
ipals
short-term
and
Commerci Inte
inter
al Papers rba
est
of China 30 nk
23 CMPort 01238078 1 March 3 March 2.35 paid
Merchants August 0 bon
SCP001 5 2023 2023 % in
Port 2023 d
lump
Group mar
sum
Co., Ltd. ket
at
(Phase I
matu
2023)
rity
Princ
Super-
ipals
short-term
and
Commerci Inte
inter
al Papers rba
est
of China 12 nk
23 CMPort 01238223 14 June 15 June 2.05 paid
Merchants Decembe 0 bon
SCP002 3 2023 2023 % in
Port r 2023 d
lump
Group mar
sum
Co., Ltd. ket
at
(Phase II
matu
2023)
rity
Princ
Super-
ipals
short-term
and
Commerci Inte
inter
al Papers rba
est
of China 7 8 6 nk
23 CMPort 01238404 2.43 paid
Merchants November November February 200,000.00 bon
SCP003 4 % in
Port 2023 2023 2024 d
lump
Group mar
sum
Co., Ltd. ket
at
(Phase III
matu
2023)
rity
Appropria
te Not applicable
arrangeme
166
China Merchants Port Group Co., Ltd. Annual Report 2023
nt of the
investors
(if any)
Applicabl
e trading
Inquiry
mechanis
m
Risk of
terminatio
n of listing
transactio
None
ns (if any)
and
counterme
asures
Matured bonds unredeemed
□ Applicable √ Not applicable
2. Triggering and Implementation of Issuer or Investor Option Clauses and Investor Protection
Clauses
□ Applicable √ Not applicable
3. Intermediary
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
China
Merchants
Bank Shenzhen
Lead
Branch
Underwriter:
Building, No. Luo Yingying,
China 0755-88023712
2016 Shennan Gan Yawen
Merchants Bank
Avenue,
Co., Ltd.
Shenzhen,
Guangdong
Province
18th Floor,
CITIC
Co-lead
Securities
Medium-term Underwriter:
Building, No. 8
Notes of China CITIC Feng Yuan 0755-23835062
Zhongxin 3rd
Merchants Port Securities Co., Uninvolved
Road, Futian
Group Co., Ltd. Ltd.
District,
(Phase I 2021)
Shenzhen
20th Floor,
China
Resources
Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No. Zhong Ting,
027-87339288
Chengxin 2 Nanzhugan Liang Ziqiu
International Hutong,
167
China Merchants Port Group Co., Ltd. Annual Report 2023
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Lead No. 69,
Underwriter: Jianguomen
Agricultural Inner Street, An Liwei 010-85109045
Bank of China Dongcheng
Co., Ltd. District, Beijing
No. 1
Co-lead Fuxingmen
Underwriter: Inner Street,
Li Xintong 010-66595024
Bank of China Xicheng
Super-short- Limited District,
term Beijing, China
Commercial 20th Floor,
Papers of China China Uninvolved
Merchants Port Resources
Law firm:
Group Co., Ltd. Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
(Phase V 2022) Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
China
Merchants
Lead
Bank Shenzhen
Underwriter:
Branch Luo Yingying,
China 0755-88023712
Building, No. Gan Yawen
Merchants Bank
2016 Shennan
Co., Ltd.
Avenue,
Shenzhen
No. 55
Co-lead
Fuxingmen
Underwriter:
Inner Street,
Super-short- Industrial and Liu Hanbin 010-81012319
Xicheng
term Commercial
District,
Commercial Bank of China
Beijing, China
Papers of China Uninvolved
20th Floor,
Merchants Port
China
Group Co., Ltd.
Resources
(Phase I 2023) Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
168
China Merchants Port Group Co., Ltd. Annual Report 2023
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
China
Merchants
Lead
Bank Shenzhen
Underwriter:
Branch Luo Yingying,
China 0755-88023712
Building, No. Gan Yawen
Merchants Bank
2016 Shennan
Co., Ltd.
Avenue,
Shenzhen
15th Floor,
Industrial Bank
Building, No.
Co-lead 20
Zhang Hao, 010-89926629、
Super-short- Underwriter: Chaoyangmen
Wu Dan 0755-82049629
term Industrial Bank North Street,
Commercial Co. Ltd. Chaoyang
Papers of China District, Uninvolved
Merchants Port Beijing
Group Co., Ltd. 20th Floor,
(Phase II 2023) China
Resources
Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
China
Merchants
Lead
Bank Shenzhen
Underwriter:
Branch Luo Yingying,
China 0755-88023712
Building, No. Gan Yawen
Merchants Bank
2016 Shennan
Co., Ltd.
Avenue,
Shenzhen
No. 55
Super-short- Co-lead
Fuxingmen
term Underwriter:
Inner Street,
Commercial Industrial and Liu Hanbin 010-81012319
Xicheng
Papers of China Commercial Uninvolved
District,
Merchants Port Bank of China
Beijing, China
Group Co., Ltd.
20th Floor,
(Phase III 2023)
China
Resources
Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101, Zhong Ting,
027-87339288
agency: China Building 1, No. Liang Ziqiu
169
China Merchants Port Group Co., Ltd. Annual Report 2023
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
Chengxin 2 Nanzhugan
International Hutong,
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Indicate by tick mark whether above intermediary changed in the Reporting Period
□ Yes √ No
4. List of the Usage of the Raised Funds
Unit: RMB’0,000
Whether is
consistent
Operation Rectification with the
of special of raised usage, using
Unused account funds for plan and
Bonds Total amount Amount spent
amount for raised violation other
funds (if operation (if agreements
any) any) stipulated in
the raising
specification
Medium-term
Notes of
China
Merchants
200,000.00 200,000.00 0.00 None None Yes
Port Group
Co., Ltd.
(Phase I
2021)
Super-short-
term
Commercial
Papers of
China
100,000.00 100,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase V
2022)
Super-short-
term
Commercial
Papers of
China
200,000.00 200,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase I
2023)
Super-short-
term
200,000.00 200,000.00 0.00 None None Yes
Commercial
Papers of
170
China Merchants Port Group Co., Ltd. Annual Report 2023
China
Merchants
Port Group
Co., Ltd.
(Phase II
2023)
Super-short-
term
Commercial
Papers of
China
200,000.00 200,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase III
2023)
The raised funds were used for project construction
□ Applicable √ Not applicable
The Company changed the usage of above funds raised from bonds during the Reporting Period.
□ Applicable √ Not applicable
5. Adjustment of Credit Rating Results during the Reporting Period
□ Applicable √ Not applicable
6. Execution and Changes of Guarantee, Repayment Plan and Other Repayment Guarantee
Measures as well as Influence on Equity of Bond Investors during the Reporting Period
□ Applicable √ Not applicable
IV Convertible Corporate Bonds
□ Applicable √ Not applicable
No such cases in the Reporting Period.
V Losses of Scope of Consolidated Financial Statements during the Reporting Period Exceeding
10% of Net Assets up the Period-end of Last Year
□ Applicable √ Not applicable
VI Matured Interest-bearing Debt excluding Bonds up the Period-end
□ Applicable √ Not applicable
171
China Merchants Port Group Co., Ltd. Annual Report 2023
VII Whether there was any Violation of Rules and Regulations during the Reporting Period
□ Yes √ No
VIII The Major Accounting Data and the Financial Indicators of the Recent 2 Years of the
Company up the Period-end
31 December 2022
Item 31 December 2023 Change
(Restated)
Current ratio 80.71% 76.93% 4.91%
Debt/asset ratio 36.76% 35.06% 1.70%
Quick ratio 79.96% 76.08% 5.10%
2023 2022(Restated) Change
Net profit before exceptional
333,922.68 336,501.79 -0.77%
gains and losses (RMB ’0,000)
EBITDA/debt ratio 19.65% 21.47% -1.82%
Interest cover (times) 3.85 4.14 -7.00%
Cash-to-interest cover (times) 4.38 5.02 -12.75%
EBITDA-to-interest cover
6.28 6.59 -4.70%
(times)
Debt repayment ratio (%) 100.00% 100.00% -
Interest payment ratio (%) 100.00% 100.00% -
172
China Merchants Port Group Co., Ltd. Annual Report 2023
Part X Financial Statements
I Independent Auditor’s Report
Type of the independent auditor’s opinion Standard and unqualified auditor's report
Date of signing this report 29 March 2024
Deloitte Touche Tohmatsu Certified Public
Name of the independent auditor
Accountants LLP
Reference number of Audit Report De Shi Bao (Shen) Zi (24) No. [P03112]
Name of the certified public accountants Li Weihua, Wang Hongmei
II Financial Statements
See attached.
China Merchants Port Group Co., Ltd.
Board of Directors
2 April 2024
173
CHINA MERCHANTS PORT GROUP CO., LTD.
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
CHINA MERCHANTS PORT GROUP CO., LTD.
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
CONTENTS PAGE(S)
AUDITOR'S REPORT 1-6
CONSOLIDATED BALANCE SHEET 7-8
BALANCE SHEET OF THE COMPANY 9 - 10
CONSOLIDATED INCOME STATEMENT 11
INCOME STATEMENT OF THE COMPANY 12
CONSOLIDATED CASH FLOW STATEMENT 13
CASH FLOW STATEMENT OF THE COMPANY 14
CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY 15 - 16
THE COMPANY'S STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY 17 - 18
NOTES TO THE FINANCIAL STATEMENTS 19 - 189
AUDITOR'S REPORT
De Shi Bao (Shen) Zi (24) No. P03112
(Page 1 of 6)
To all the shareholders of China Merchants Port Group Co., Ltd.,
I. Audit Opinion
We have audited the financial statements of China Merchants Port Group Co., Ltd. (hereinafter referred
to as "the Company"), which comprise the consolidated and Company's balance sheets as at 31
December 2023, and the consolidated and Company's income statements, the consolidated and
Company's cash flow statements and the consolidated and Company's statements of changes in
shareholders' equity for the year then ended, and the notes to the financial statements.
In our opinion, the accompanying financial statements of the Company are prepared and present fairly,
in all material respects, the consolidated and Company's financial position as at 31 December 2023, and
the consolidated and Company's results of operations and cash flows for the year then ended in
accordance with the Accounting Standards for Business Enterprises.
II. Basis for the Opinion
We conducted our audit in accordance with China Standards on Auditing. Our responsibilities under
those standards are further described in the Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with China Code
of Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in
accordance with the Code. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
III. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current year. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, we do not provide a
separate opinion on these matters. We determine the followings are key audit matters that need to be
addressed in our report.
1. Subsequent measurement of long-term equity investments in associates
As disclosed in Note (VIII) 12 to the consolidated financial statements, as at 31 December 2023, the
carrying amount of the Company's long-term equity investments in associates amounts to RMB
87,708,124,441.05, accounting for 69.85% of the total shareholder's equity. In 2023, the investment
income from associates recognized under the equity method amounts to RMB 5,582,402,904.90,
accounting for 74.48% of the consolidated net profit. Since the amount of income from investments in
associates recognized by the Company for the year is significant, and its correctness depends on the
financial status and operating results of the investee, we determine the above-mentioned subsequent
measurement of the long-term equity investments in associates as a key audit matter of the consolidated
financial statements.
-1-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (24) No. P03112
(Page 2 of 6)
III. Key Audit Matters - continued
1. Subsequent measurement of long-term equity investments in associates - continued
Principal audit procedures we performed for the above key audit matter are as follows:
(1) Understood the certified public accountants of major associates and evaluated their independence
and professional competence;
(2) Identified and assessed the risk of material misstatement in the financial statements of the major
associates from the perspective of auditing the consolidated financial statements of the Company
by reading the financial statements of the major associates and discussing with the management
about the financial performance of the major associates and the significant judgments and
estimates made in the preparation of the financial statements;
(3) Discussed with the component certified public accountants of the major associates about their
assessment of the component audit risk, the identification of key audit areas and the
implementation of the corresponding audit procedures to evaluate whether the audit of the
component certified public accountants was appropriate;
(4) Verified whether the accounting policies and accounting periods adopted by the major associates
were consistent with those of the Company. If not, checked whether the financial statements of
the major associates have been adjusted according to the accounting policies and accounting
periods of the Company, and recognized the amount of investment income under equity method
on that basis.
2. Goodwill impairment
As disclosed in Note (VIII) 20 to the consolidated financial statements, as at 31 December 2023, the
goodwill presented in the consolidated financial statements of the Company is RMB 6,493,002,246.44.
The management of the Company uses the net amount of fair value less costs of disposal or the present
value of the estimated future cash flows to determine the recoverable amount of the relevant asset group
when testing the goodwill for impairment, of which the fair value assessment is based on the market
approach, and the forecast of future cash flows and the calculation of the present value include key
assumptions, such as growth rate and discount rate. We determine goodwill impairment as a key audit
matter of the consolidated financial statements due to the significant amount of goodwill and that the
management needs to make significant judgments and estimates when conducting goodwill impairment
testing.
-2-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (24) No. P03112
(Page 3 of 6)
III. Key Audit Matters - continued
2. Goodwill impairment - continued
Principal audit procedures we performed for the above key audit matter are as follows:
(1) Assessed the reasonableness of the division of asset group and combination of asset group made
by the management;
(2) Referred to the industry practice to assess whether the management's approach in cash flow
forecast was appropriate and whether the assumptions used were reasonable;
(3) Compared the data used in cash flow forecast with historical data and budget data approved by
the management, and assessed the reasonableness of the data used;
(4) Compared the growth rate of the business volume in the forecast period with the growth rate of
the historical business volume and evaluated its reasonableness;
(5) Understood the basis adopted by the management to determine the growth rate of the business in
the subsequent forecast period and assessed its reasonableness;
(6) Assessed the reasonableness of the discount rate adopted by the management in combination with
market risk-free interest rates, risk factors, etc.;
(7) Used the work of internal evaluation experts to evaluate the appropriateness of the management's
method to assess the recoverable amount of the asset group, and evaluate the reasonableness of
the discount rate used by the management in predicting the present value of cash flows and the
growth rate of the subsequent forecast period;
(8) Reviewed whether the calculation of the present value of future cash flows was correct;
(9) Assessed whether the method used to determine the fair value less costs of disposal was
appropriate;
(10) Assessed the adequacy and appropriateness of the disclosure of goodwill impairment testing.
IV. Other Information
The management of the Company is responsible for the other information. The other information
comprises the information included in the 2023 annual report, but does not include the consolidated
financial statements and our auditor's report.
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion.
-3-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (24) No. P03112
(Page 4 of 6)
IV. Other Information - continued
In combination with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the audit work performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
V. Responsibilities of the Management and Those Charged with Governance for the Financial
Statements
The management of the Company is responsible for the preparation of the financial statements that give
a true and fair view in accordance with Accounting Standards for Business Enterprises, and for the
design, performance and maintenance of such internal control that is necessary to enable that the
preparation of financial statements are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
These charged with governance are responsible for overseeing the Company's financial reporting
process.
VI. Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes an
audit opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with China Standards on Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
-4-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (24) No. P03112
(Page 5 of 6)
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
As part of an audit in accordance with China Standards on Auditing, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
(1) Identified and assessed the risks of material misstatement of the financial statements, whether due
to fraud or error, designed and performed audit procedures responsive to those risks, and obtained
audit evidence that was sufficient and appropriate to form our opinion. The risk of not detecting
a material misstatement resulting from fraud was higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
(2) Understood audit-related internal control in order to design audit procedures that were appropriate
in the circumstances.
(3) Evaluated the appropriateness of accounting policies applied and the reasonableness of
accounting estimates and related disclosures made by the management.
(4) Concluded on the appropriateness of the management' application of the going concern basis of
accounting. Based on audit evidence obtained, concluded on whether the material uncertainty of
events or conditions that may cast significant doubt on the Company's ability to continue as a
going concern existed. If we concluded that a material uncertainty existed, we were required to
draw attention in our auditor's report to the related disclosures in the financial statements or to
modify our opinion, if such disclosures were inadequate. Our conclusions were based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
(5) Evaluated the overall presentation (including the disclosures), structure and content of the
financial statements, and whether the financial statements represented the underlying transactions
and events in a manner that achieved fair presentation.
(6) Obtained sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Company to express an opinion on the financial statements. We
were responsible for the direction, supervision and performance of the group audit. We remained
solely responsible for our audit opinion.
We communicated with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identified during our audit.
We also provided those charged with governance with a statement that we had complied with relevant
ethical requirements of independence, and communicated with those charged with governance over all
relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
-5-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (24) No. P03112
(Page 6 of 6)
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
From the matters communicated with those charged with governance, we determined those matters that
were of most significance in the audit of the financial statements of the current year and were therefore
the key audit matters. We described these matters in our auditor's report unless law or regulation
precluded public disclosure about the matter or when, in extremely rare circumstances, we determined
that a matter should not be addressed in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte Touche Tohmatsu CPA LLP Chinese Certified Public Accountant
(Engagement Partner)
Shanghai, China
Li Weihua
Chinese Certified Public Accountant
Wang Hongmei
29 March 2024
The auditor's report and the accompanying financial statements are English translations of the Chinese auditor's report and
statutory financial statements prepared under accounting principles and practices generally accepted in the People's
Republic of China. 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. In case the English version does not conform to the Chinese version, the Chinese version prevails.
-6-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2023
Consolidated Balance Sheet
RMB
31/12/2022
Item Notes 31/12/2023
(Restated)
Current Assets:
Cash and bank balances (VIII)1 16,079,646,178.24 13,615,928,739.40
Held-for-trading financial assets (VIII)2 4,568,806,108.84 2,998,781,599.63
Notes receivable (VIII)3 325,150,195.09 36,395,000.00
Accounts receivable (VIII)4 1,103,901,466.25 1,276,149,689.44
Receivables financing (VIII)5 2,001,669.46 163,766,913.10
Prepayments (VIII)6 37,664,552.30 63,627,425.42
Other receivables (VIII)7 940,014,994.01 948,842,094.30
Including: Interest receivable (VIII)7 - -
Dividends receivable (VIII)7 343,386,866.06 416,040,485.62
Inventories (VIII)8 218,898,192.87 225,122,821.48
Non-current assets due within one year (VIII)9 17,451,380.98 902,225,293.93
Other current assets (VIII)10 189,673,500.87 185,903,140.53
Total current assets 23,483,208,238.91 20,416,742,717.23
Non-current Assets:
Long-term receivables (VIII)11 3,856,466,116.99 5,661,327,499.07
Long-term equity investments (VIII)12 96,666,117,776.27 92,364,293,919.05
Investments in other equity instruments (VIII)13 157,461,648.16 171,945,275.02
Other non-current financial assets (VIII)14 877,576,442.83 1,745,740,896.41
Investment properties (VIII)15 4,958,374,968.79 5,123,690,119.56
Fixed assets (VIII)16 28,986,538,326.35 32,033,326,083.50
Including: Fixed assets - cost 51,987,700,820.76 55,185,206,442.91
Accumulated depreciation 22,787,694,400.09 23,088,313,866.49
Provision for impairment of fixed assets 213,504,483.08 63,574,868.76
Construction in progress (VIII)17 2,909,817,281.46 2,413,844,407.64
Right-of-use assets (VIII)18 9,441,668,311.22 9,342,642,222.33
Intangible assets (VIII)19 18,073,062,184.72 19,277,065,115.61
Development expenditure (IX)2 50,990,153.18 17,412,196.16
Goodwill (VIII)20 6,493,002,246.44 6,411,426,891.09
Long-term prepaid expenses (VIII)21 993,793,505.29 986,356,904.90
Deferred tax assets (VIII)22 415,063,477.03 434,498,820.95
Other non-current assets (VIII)23 1,194,155,989.62 1,186,789,378.79
Total non-current assets 175,074,088,428.35 177,170,359,730.08
TOTAL ASSETS 198,557,296,667.26 197,587,102,447.31
-7-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2023
Consolidated Balance Sheet - continued
RMB
31/12/2022
Item Notes 31/12/2023
(Restated)
Current liabilities:
Short-term borrowings (VIII)24 15,714,045,288.97 7,164,338,366.18
Notes payable (VIII)25 73,461,165.82 -
Accounts payable (VIII)26 691,765,137.25 811,149,397.66
Receipts in advance (VIII)27 17,387,537.36 9,886,531.59
Contract liabilities (VIII)28 142,080,101.00 141,899,551.03
Employee benefits payable (VIII)29 917,964,606.65 936,834,718.13
Including: Payroll payable 883,913,277.13 897,442,262.83
Welfare payable - -
Taxes payable (VIII)30 923,053,572.50 917,933,169.09
Other payables (VIII)31 1,654,622,170.02 1,755,885,258.26
Including: Interest payable (VIII)31 - -
Dividends payable (VIII)31 111,897,214.27 92,374,921.29
Non-current liabilities due within one year (VIII)32 6,817,404,289.25 11,641,223,688.95
Other current liabilities (VIII)33 2,143,842,534.53 3,161,147,525.96
Total current liabilities 29,095,626,403.35 26,540,298,206.85
Non-current Liabilities:
Long-term borrowings (VIII)34 18,227,543,954.71 12,390,099,177.85
Bonds payable (VIII)35 14,287,508,564.15 19,088,293,099.02
Including: Preferred shares - -
Perpetual bonds - -
Lease liabilities (VIII)36 1,001,172,206.92 948,350,914.04
Long-term payables (VIII)37 3,822,862,202.17 3,551,315,590.31
Long-term employee benefits payable (VIII)38 603,009,921.91 639,095,931.43
Provisions (VIII)39 85,590,059.41 35,365,156.43
Deferred income (VIII)40 1,024,776,557.73 1,031,273,189.74
Deferred tax liabilities (VIII)22 4,659,638,104.37 4,855,019,835.33
Other non-current liabilities (VIII)41 179,634,263.73 186,383,117.00
Total non-current liabilities 43,891,735,835.10 42,725,196,011.15
TOTAL LIABILITIES 72,987,362,238.45 69,265,494,218.00
Shareholders' equity:
Share capital (VIII)42 2,499,074,661.00 2,499,074,661.00
Including: State capital - -
State-owned corporate capital 2,264,090,797.00 2,283,118,870.00
Collective capital - -
Private capital 218,857,094.00 195,001,566.00
Foreign capital 16,126,770.00 20,954,225.00
Capital reserve (VIII)43 37,076,846,803.06 34,751,640,835.25
Other comprehensive income (VIII)44 -903,626,594.35 -689,553,619.86
Special reserve (VIII)45 34,003,994.41 26,358,259.97
Surplus reserve (VIII)46 1,095,980,563.68 1,001,917,449.15
Unappropriated profit (VIII)47 19,045,313,519.75 16,701,988,301.14
Total equity attributable to shareholders of the Company 58,847,592,947.55 54,291,425,886.65
Minority interests 66,722,341,481.26 74,030,182,342.66
TOTAL SHAREHOLDERS' EQUITY 125,569,934,428.81 128,321,608,229.31
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 198,557,296,667.26 197,587,102,447.31
The accompanying notes form part of the financial statements.
The financial statements were signed by the following:
Xu Song
_______________________ Tu Xiaoping
_______________________ Hu Shaode
___________________________
Legal Representative Chief Financial Officer Head of Accounting Department
-8-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2023
Balance Sheet of the Company
RMB
Item Notes 31/12/2023 31/12/2022
Current Assets:
Cash and bank balances 3,281,038,218.84 3,333,936,587.44
Held-for-trading financial assets 1,500,517,808.22 1,502,601,369.86
Prepayments 10,075,055.61 -
Other receivables (XX)1 1,742,461,670.32 2,749,637,755.23
Including: Interest receivable (XX)1 - -
Dividends receivable (XX)1 167,092,526.14 147,896,763.88
Other current assets 10,882,675.96 7,774,206.30
Total current assets 6,544,975,428.95 7,593,949,918.83
Non-current Assets:
Long-term receivables 9,391,615.50 9,240,200.34
Long-term equity investments (XX)2 55,168,618,338.79 53,433,613,471.49
Investments in other equity instruments 148,088,364.25 144,700,378.28
Other non-current financial assets - 950,321,309.06
Fixed assets 27,343,639.28 28,826,135.19
Including: Fixed assets - cost 32,478,382.04 31,811,887.38
Accumulated depreciation 5,134,742.76 2,985,752.19
Provision for impairment of fixed assets - -
Construction in progress 607,774.34 15,435,512.32
Intangible assets 54,876,218.77 50,303,126.12
Development expenditure 38,923,289.23 6,219,670.14
Long-term prepaid expenses 665,319.42 873,700.49
Deferred tax assets 928,465.21 928,465.21
Total non-current assets 55,449,443,024.79 54,640,461,968.64
TOTAL ASSETS 61,994,418,453.74 62,234,411,887.47
-9-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2023
Balance Sheet of the Company - continued
RMB
Item Notes 31/12/2023 31/12/2022
Current Liabilities:
Receipts in advance 5,358,074.44 -
Employee benefits payable 45,188,572.96 38,763,907.88
Including: Payroll payable 45,032,983.18 38,672,237.18
Welfare payable - -
Taxes payable 1,046,270.66 1,251,923.17
Other payables 376,323,201.93 373,569,651.65
Including: Interest payable - -
Dividends payable 34,577,578.12 34,577,578.12
Non-current liabilities due within one year 5,119,243,623.45 2,146,233,151.54
Other current liabilities 2,007,190,136.98 3,017,713,424.64
Total current liabilities 7,554,349,880.42 5,577,532,058.88
Non-current Liabilities:
Long-term borrowings 7,979,000,000.00 4,988,000,000.00
Bonds payable 3,000,000,000.00 8,000,000,000.00
Deferred tax liabilities 41,948,362.13 41,622,256.05
Total non-current liabilities 11,020,948,362.13 13,029,622,256.05
TOTAL LIABILITIES 18,575,298,242.55 18,607,154,314.93
SHAREHOLDERS' EQUITY
Share capital 2,499,074,661.00 2,499,074,661.00
Including: State capital - -
State-owned corporate capital 2,264,090,797.00 2,283,118,870.00
Collective capital - -
Private capital 218,857,094.00 195,001,566.00
Foreign capital 16,126,770.00 20,954,225.00
Capital reserve 37,704,543,586.11 37,749,723,642.07
Other comprehensive income 120,520,832.83 99,525,686.03
Surplus reserve 1,095,980,563.68 1,001,917,449.15
Unappropriated profit 1,999,000,567.57 2,277,016,134.29
TOTAL SHAREHOLDERS' EQUITY 43,419,120,211.19 43,627,257,572.54
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 61,994,418,453.74 62,234,411,887.47
The accompanying notes form part of the financial statements.
- 10 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2023
Consolidated Income Statement
RMB
2022
Item Notes 2023
(Restated)
I. Total operating income (VIII)48 15,750,475,780.22 16,230,489,127.55
Less: Operating costs (VIII)48 9,318,186,707.75 9,650,461,712.94
Taxes and surcharges (VIII)49 312,998,026.19 282,249,473.46
Administrative expenses (VIII)50 1,776,641,155.38 1,765,094,736.51
Research and development expenses (VIII)51 223,739,072.07 287,706,178.70
Financial expenses (VIII)52 1,839,113,328.14 2,258,713,672.42
Including: Interest expenses 2,238,152,796.66 2,225,162,805.79
Interest income 497,593,921.36 469,834,098.05
Net exchange loss 85,519,920.28 477,004,284.27
Add: Other income (VIII)53 224,389,260.77 241,648,070.42
Investment income (VIII)54 6,348,676,940.80 7,377,655,506.33
Including: Income from investments in associates
(VIII)54 5,979,007,585.96 7,185,182,148.75
and joint ventures
Gains (Losses) from changes in fair value (Losses are marked
(VIII)55 73,352,800.52 -129,033,650.11
with "-")
Gains (Losses) from impairment of credit (Losses are marked
(VIII)56 37,284,041.18 -223,473,576.55
with "-")
Losses from impairment of assets (Losses are marked with "-") (VIII)57 -191,297,311.28 -22,159,020.20
Gains from disposal of assets (VIII)58 36,759,532.61 55,130,095.52
II. Operating profit 8,808,962,755.29 9,286,030,778.93
Add: Non-operating income (VIII)59 87,302,024.12 279,274,452.77
Including: Government grants - 1,640,553.77
Less: Non-operating expenses (VIII)60 97,072,840.72 220,442,254.68
III. Gross profit 8,799,191,938.69 9,344,862,977.02
Less: Income tax expenses (VIII)63 1,303,579,852.93 1,112,959,676.75
IV. Net profit 7,495,612,085.76 8,231,903,300.27
(I) Categorized by continuity of operation
1. Net profit from continuing operation 7,495,612,085.76 8,231,903,300.27
2. Net profit from discontinued operation - -
(II) Categorized by attribution of ownership
1. Net profit attributable to shareholders of the Company 3,571,800,762.16 3,338,693,816.70
2. Profit or loss attributable to minority shareholders 3,923,811,323.60 4,893,209,483.57
V. Other comprehensive income, net of tax (VIII)66 209,856,768.77 1,628,631,938.02
(I) Other comprehensive income attributable to shareholders of
-214,072,974.49 208,085,368.23
the Company, net of tax
1. Other comprehensive income that will not be reclassified to
-73,874,071.89 -22,706,023.29
profit or loss
(1) Changes from remeasurement of the defined benefit plan 7,480,103.34 -12,793,128.73
(2) Other comprehensive income that cannot be reclassified to
-83,841,725.07 -11,550,762.02
profit or loss under the equity method
(3) Changes in fair value of investments in other equity
2,487,549.84 1,637,867.46
instruments
2. Other comprehensive income that will be reclassified
-140,198,902.60 230,791,391.52
subsequently to profit or loss
(1) Other comprehensive income that can be reclassified to profit
-366,028,318.84 -110,193,707.53
or loss under the equity method
(2) Translation differences of financial statements denominated
225,829,416.24 340,985,099.05
in foreign currencies
(II) Other comprehensive income attributable to minority interests,
423,929,743.26 1,420,546,569.79
net of tax
VI. Total comprehensive income attributable to: 7,705,468,854.53 9,860,535,238.29
(I) Shareholders of the Company 3,357,727,787.67 3,546,779,184.93
(II) Minority shareholders 4,347,741,066.86 6,313,756,053.36
VII. Earnings per share
(I) Basic earnings per share (Yuan/share) 1.43 1.61
(II) Diluted earnings per share (Yuan/share) 1.43 1.61
The accompanying notes form part of the financial statements.
- 11 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2023
Income Statement of the Company
RMB
Item Notes 2023 2022
I. Operating income (XX)3 17,326,885.29 3,669,891.36
Less: Operating costs (XX)3 3,686,411.84 2,276,202.60
Taxes and surcharges 2,161,621.42 1,126,365.82
Administrative expenses 167,273,393.24 154,023,617.71
Research and development expenses 14,046,526.98 15,151,413.80
Financial expenses 397,006,521.97 361,633,510.16
Including: Interest expenses 482,413,617.32 491,933,634.55
Interest income 89,862,634.06 144,120,475.54
Net exchange loss 2,296,890.14 3,785,346.40
Add: Other income 206,131.06 499,438.35
Investment income (XX)4 1,597,599,935.27 1,053,614,451.09
Including: Income from investments in associates
(XX)4 1,111,522,805.93 384,257,363.02
and joint ventures
Losses from changes in fair value (Losses are marked with
-48,217,517.53 -125,383,212.19
"-")
Losses from impairment of assets (Losses are marked with
-43,605,014.00 -
"-")
Gains from disposal of assets - 237,727.99
II. Operating profit 939,135,944.64 398,427,186.51
Add: Non-operating income 18,698.11 545,089.04
Less: Non-operating expenses 104,998.04 18.84
III. Gross profit 939,049,644.71 398,972,256.71
Less: Income tax expenses -1,581,500.55 -8,376,614.77
IV. Net profit 940,631,145.26 407,348,871.48
V. Other comprehensive income, net of tax 20,995,146.80 1,625,433.48
(I) Other comprehensive income that cannot be reclassified
3,661,309.41 1,391,486.75
to profit or loss
1. Changes from remeasurement of the defined benefit plan - -
2. Other comprehensive income that cannot be reclassified to
1,120,319.93 27,649.59
profit or loss under the equity method
3. Changes in fair value of investments in other equity
2,540,989.48 1,363,837.16
instruments
(II) Other comprehensive income that will be reclassified to
17,333,837.39 233,946.73
profit or loss
1. Other comprehensive income that can be reclassified
17,333,837.39 233,946.73
to profit or loss under the equity method
2. Translation differences of financial statements denominated
- -
in foreign currencies
VI. Total comprehensive income 961,626,292.06 408,974,304.96
The accompanying notes form part of the financial statements.
- 12 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2023
Consolidated Cash Flow Statement
RMB
Item Notes 2023 2022
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 16,019,658,434.90 16,547,850,742.82
Receipts of tax refunds 53,272,648.95 239,426,543.45
Other cash receipts relating to operating activities (VIII) 67(1) 927,564,019.09 1,141,794,925.33
Sub-total of cash inflows 17,000,495,102.94 17,929,072,211.60
Cash payments for goods purchased and services received 4,550,256,851.25 4,790,513,865.61
Cash payments to and on behalf of employees 3,598,624,870.64 3,612,535,626.78
Payments of various types of taxes 1,418,779,686.67 1,579,320,175.46
Other cash payments relating to operating activities (VIII) 67(1) 853,227,059.21 1,026,325,153.40
Sub-total of cash outflows 10,420,888,467.77 11,008,694,821.25
Net Cash Flows from Operating Activities (VIII) 68(1) 6,579,606,635.17 6,920,377,390.35
II. Cash Flows from Investing Activities:
Cash receipts from disposal and recovery of investments 28,430,740,038.14 40,894,899,081.53
Cash receipts from investments income 2,329,944,728.79 2,429,981,136.20
Net cash receipts from disposal of fixed assets, intangible assets
144,845,803.86 13,812,483.21
and other long-term assets
Net cash receipts from disposals of subsidiaries and
(VIII) 68(3) 1,683,385,533.43 -
other business units
Other cash receipts relating to investing activities (VIII) 67(2) 3,164,955,303.27 295,064,509.34
Sub-total of cash inflows 35,753,871,407.49 43,633,757,210.28
Cash payments to acquire or construct fixed assets, intangible
1,929,374,936.21 2,133,837,244.47
assets and other long-term assets
Cash payments to acquire investments 29,974,648,554.87 54,509,066,114.35
Other cash payments relating to investing activities (VIII) 67(2) 82,663,303.33 954,802,482.30
Sub-total of cash outflows 31,986,686,794.41 57,597,705,841.12
Net Cash Flows from Investing Activities 3,767,184,613.08 -13,963,948,630.84
III. Cash Flows from Financing Activities:
Cash receipts from capital contributions 217,520,934.61 10,642,126,434.50
Including: Cash receipts from capital contributions from
217,520,934.61 -
minority shareholders of subsidiaries
Cash receipts from borrowings 29,416,872,247.55 29,859,438,534.05
Cash receipts from issue of bonds 6,000,000,000.00 19,248,308,650.00
Other cash receipts relating to financing activities (VIII) 67(3) 334,754,229.63 56,303,169.80
Sub-total of cash inflows 35,969,147,411.79 59,806,176,788.35
Cash repayments of borrowings 31,919,051,211.87 46,432,911,425.29
Cash payments for distribution of dividends or profits or
5,167,695,546.01 4,732,910,153.42
settlement of interest expenses
Including: Payments for distribution of dividends or profits to
1,955,677,172.68 1,900,086,012.38
minority shareholders of subsidiaries
Other cash payments relating to financing activities (VIII) 67(3) 6,867,093,830.32 1,124,116,740.35
Sub-total of cash outflows 43,953,840,588.20 52,289,938,319.06
Net Cash Flows from Financing Activities -7,984,693,176.41 7,516,238,469.29
IV. Effect of Foreign Exchange Rate Changes on Cash
89,206,087.64 367,287,004.46
and Cash Equivalents
V. Net Increase in Cash and Cash Equivalents 2,451,304,159.48 839,954,233.26
Add: Opening balance of cash and cash equivalents (VIII) 68(2) 13,567,309,471.62 12,727,355,238.36
VI. Closing Balance of Cash and Cash Equivalents (VIII) 68(2) 16,018,613,631.10 13,567,309,471.62
The accompanying notes form part of the financial statements.
- 13 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash Flow Statement of the Company
RMB
Item Notes 2023 2022
I. Cash Flows from Operating Activities:
Other cash receipts relating to operating activities 205,894,785.22 108,295,282.75
Sub-total of cash inflows 205,894,785.22 108,295,282.75
Cash payments for goods purchased and services received 142,500.00 86,280.54
Cash payments to and on behalf of employees 111,864,640.42 102,305,409.21
Payments of various types of taxes 2,203,522.03 162,077,694.07
Other cash payments relating to operating activities 197,101,786.33 64,738,420.24
Sub-total of cash outflows 311,312,448.78 329,207,804.06
Net Cash Flows from Operating Activities -105,417,663.56 -220,912,521.31
II. Cash Flows from Investing Activities:
Cash receipts from disposal and recovery of investments 11,200,000,000.00 33,317,450,238.74
Cash receipts from investment income 934,979,575.11 770,719,728.64
Net cash receipts from disposal of fixed assets, intangible assets
- 1,002,668.00
and other long-term assets
Other cash receipts relating to investing activities 1,948,842,841.79 50,285,632.68
Sub-total of cash inflows 14,083,822,416.90 34,139,458,268.06
Cash payments to acquire or construct fixed assets, intangible
23,594,300.69 42,642,426.69
assets and other long-term assets
Cash payments to acquire investments 11,589,128,994.69 45,942,721,212.13
Other cash payments relating to investing activities 890,011,664.40 1,523,809,248.36
Sub-total of cash outflows 12,502,734,959.78 47,509,172,887.18
Net Cash Flows from Investing Activities 1,581,087,457.12 -13,369,714,619.12
III. Cash Flows from Financing Activities:
Cash receipts from capital contributions - 10,642,126,434.50
Cash receipts from borrowings 6,250,000,000.00 9,171,668,674.85
Cash receipts from issue of bonds 6,000,000,000.00 16,000,000,000.00
Other cash receipts relating to financing activities 6,728,017.13 6,303,169.80
Sub-total of cash inflows 12,256,728,017.13 35,820,098,279.15
Cash repayments of borrowings 12,125,000,000.00 20,529,408,504.85
Cash payments for distribution of dividends or profits or
1,650,693,345.10 1,257,422,374.13
settlement of interest expenses
Other cash payments relating to financing activities 9,832,313.92 23,179,821.90
Sub-total of cash outflows 13,785,525,659.02 21,810,010,700.88
Net Cash Flows from Financing Activities -1,528,797,641.89 14,010,087,578.27
IV. Effect of Foreign Exchange Rate Changes on Cash
176,979.73 714,582.29
and Cash Equivalents
V. Net (Decrease) Increase in Cash and Cash Equivalents
-52,950,868.60 420,175,020.13
(Losses are marked with "-")
Add: Opening balance of cash and cash equivalents 3,333,936,587.44 2,913,761,567.31
VI. Closing Balance of Cash and Cash Equivalents 3,280,985,718.84 3,333,936,587.44
The accompanying notes form part of the financial statements.
- 14 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2023
Consolidated Statement of Changes in Shareholders' Equity
RMB
2023
Equity attributable to shareholders of the Company
Item
Including:
Other Minority interests Total shareholders'
Foreign currency Unappropriated
Share capital Capital reserve comprehensive Special reserve Surplus reserve equity
conversion profit
income
difference
I. Closing balance of the preceding year 2,499,074,661.00 34,751,640,835.25 -691,536,248.44 -681,788,363.07 26,358,259.97 1,001,917,449.15 16,679,688,347.09 73,994,641,893.21 128,261,785,197.23
Add: Changes in accounting policies - - 1,982,628.58 1,982,628.58 - - 22,299,954.05 35,540,449.45 59,823,032.08
Corrections of prior period errors - - - - - - - - -
Business combination involving -
- - - - - - - -
enterprises under common control
Others - - - - - - - - -
II. Opening balance of the year 2,499,074,661.00 34,751,640,835.25 -689,553,619.86 -679,805,734.49 26,358,259.97 1,001,917,449.15 16,701,988,301.14 74,030,182,342.66 128,321,608,229.31
III. Changes for the year - 2,325,205,967.81 -214,072,974.49 225,829,416.24 7,645,734.44 94,063,114.53 2,343,325,218.61 -7,307,840,861.40 -2,751,673,800.50
(I) Total comprehensive income - - -214,072,974.49 225,829,416.24 - - 3,571,800,762.16 4,347,741,066.86 7,705,468,854.53
(II) Owners' contributions and reduction in
- 2,325,205,967.81 - - -317,684.31 - -1,883,909.97 -9,190,432,492.89 -6,867,428,119.36
capital
1. Ordinary shares contributed by
- - - - - - - 685,424,826.14 685,424,826.14
owners
2. Capital contribution from holders of
- - - - - - - -4,222,148,460.84 -4,222,148,460.84
other equity instruments
3. Share-based payment recognized in
- 1,053,188.36 - - - - - 523,302.32 1,576,490.68
shareholders' equity
4. Others - 2,324,152,779.45 - - -317,684.31 - -1,883,909.97 -5,654,232,160.51 -3,332,280,975.34
(III) Profit distribution - - - - - 94,063,114.53 -1,226,591,633.58 -2,477,802,768.49 -3,610,331,287.54
1. Transfer to surplus reserve - - - - - 94,063,114.53 -94,063,114.53 - -
2. Distribution to shareholders - - - - - - -1,124,583,597.45 -2,256,143,657.02 -3,380,727,254.47
3. Others - - - - - - -7,944,921.60 -221,659,111.47 -229,604,033.07
(IV) Transfers within shareholders' equity - - - - - - - - -
1. Capitalization of capital reserve - - - - - - - - -
2. Capitalization of surplus reserve - - - - - - - - -
3. Loss offset by surplus reserve - - - - - - - - -
4. Retained earnings carried forward
- - - - - - - - -
from other comprehensive income
5. Others - - - - - - - - -
(V) Special reserve - - - - 7,963,418.75 - - 12,653,333.12 20,616,751.87
1. Transfer to special reserve in the
- - - - 61,589,514.21 - - 66,309,179.08 127,898,693.29
year
2. Amount utilized in the year - - - - -53,626,095.46 - - -53,655,845.96 -107,281,941.42
(VI) Others - - - - - - - - -
IV. Closing balance of the year 2,499,074,661.00 37,076,846,803.06 -903,626,594.35 -453,976,318.25 34,003,994.41 1,095,980,563.68 19,045,313,519.75 66,722,341,481.26 125,569,934,428.81
- 15 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2023
Consolidated Statement of Changes in Shareholders' Equity - continued
RMB
2022 (Restated)
Equity attributable to shareholders of the Company
Including: Total
Item Other
Foreign currency Special Unappropriated Minority interests shareholders'
Share capital Capital reserve comprehensive Surplus reserve
conversion reserve profit equity
income
difference
I. Closing balance of the preceding year 1,922,365,124.00 23,592,702,758.70 -890,125,318.18 -1,020,790,833.54 9,184,429.12 961,182,562.00 14,205,879,106.49 71,234,238,229.35 111,035,426,891.48
Add: Changes in accounting policies - - - - - - 21,052,360.17 33,445,604.29 54,497,964.46
Corrections of prior period errors - - - - - - - - -
Business combination involving
enterprises under - - - - - - - - -
common control
Others - - - - - - - - -
II. Opening balance of the year 1,922,365,124.00 23,592,702,758.70 -890,125,318.18 -1,020,790,833.54 9,184,429.12 961,182,562.00 14,226,931,466.66 71,267,683,833.64 111,089,924,855.94
III. Changes for the year 576,709,537.00 11,158,938,076.55 200,571,698.32 340,985,099.05 17,173,830.85 40,734,887.15 2,475,056,834.48 2,762,498,509.02 17,231,683,373.37
(I) Total comprehensive income - - 208,085,368.23 340,985,099.05 - - 3,338,693,816.70 6,313,756,053.36 9,860,535,238.29
(II) Owners' contributions and reduction
576,709,537.00 11,158,938,076.55 - - - - - -683,588,937.26 11,052,058,676.29
in capital
1. Ordinary shares contributed by
576,709,537.00 10,055,823,793.40 - - - - - 971,135,730.31 11,603,669,060.71
owners
2. Capital contribution from holders
- - - - - - - - -
of other equity instruments
3. Share-based payment recognized in
- -4,365,536.60 - - - - - -3,266,354.51 -7,631,891.11
shareholders' equity
4. Others - 1,107,479,819.75 - - - - - -1,651,458,313.06 -543,978,493.31
(III) Profit distribution - - - - - 40,734,887.15 -871,150,652.13 -2,897,141,819.77 -3,727,557,584.75
1. Transfer to surplus reserve - - - - - 40,734,887.15 -40,734,887.15 - -
2. Transfer to general risk reserve - - - - - - - - -
3. Distribution to shareholders - - - - - - -826,617,003.32 -2,698,588,539.77 -3,525,205,543.09
4. Others - - - - - - -3,798,761.66 -198,553,280.00 -202,352,041.66
(IV) Transfers within shareholders' equity - - -7,513,669.91 - - - 7,513,669.91 - -
1. Capitalization of capital reserve - - - - - - - - -
2. Capitalization of surplus reserve - - - - - - - - -
3. Loss offset by surplus reserve - - - - - - - - -
4. Retained earnings carried forward
from other - - -7,513,669.91 - - - 7,513,669.91 - -
comprehensive income
5. Others - - - - - - - - -
(V) Special reserve - - - - 17,173,830.85 - - 29,473,212.69 46,647,043.54
1. Transfer to special reserve in the
- - - - 62,696,039.72 - - 86,478,912.67 149,174,952.39
year
-
2. Amount utilized in the year - - - - - - -57,005,699.98 -102,527,908.85
45,522,208.87
(VI) Others - - - - - - - - -
IV. Closing balance of the year 2,499,074,661.00 34,751,640,835.25 -689,553,619.86 -679,805,734.49 26,358,259.97 1,001,917,449.15 16,701,988,301.14 74,030,182,342.66 128,321,608,229.31
The accompanying notes form part of the financial statements.
- 16 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company's Statement of Changes in Shareholders' Equity
RMB
2023
Other
Item Unappropriated Total shareholders'
Share capital Capital reserve comprehensive Special reserve Surplus reserve
profit equity
income
I. Closing balance of the preceding year 2,499,074,661.00 37,749,723,642.07 99,525,686.03 - 1,001,917,449.15 2,277,016,134.29 43,627,257,572.54
Add: Changes in accounting policies - - - - - - -
Corrections of prior period errors - - - - - - -
Others - - - - - - -
II. Opening balance of the year 2,499,074,661.00 37,749,723,642.07 99,525,686.03 - 1,001,917,449.15 2,277,016,134.29 43,627,257,572.54
III. Changes for the year - -45,180,055.96 20,995,146.80 - 94,063,114.53 -278,015,566.72 -208,137,361.35
(I) Total comprehensive income - - 20,995,146.80 - - 940,631,145.26 961,626,292.06
(II) Owners' contributions and reduction in capital - -45,180,055.96 - - - - -45,180,055.96
1. Ordinary shares contributed by owners - - - - - - -
2. Share-based payment recognized in shareholders' equity - - - - - - -
3. Share-based payment recognized in owners' equity - 1,890,784.31 - - - - 1,890,784.31
4. Others - -47,070,840.27 - - - - -47,070,840.27
(III) Profit distribution - - - - 94,063,114.53 -1,218,646,711.98 -1,124,583,597.45
1. Transfer to surplus reserve - - - - 94,063,114.53 -94,063,114.53 -
2 Distribution to shareholders - - - - - -1,124,583,597.45 -1,124,583,597.45
3. Others - - - - - - -
(IV) Transfers within shareholders' equity - - - - - - -
1. Capitalization of capital reserve - - - - - - -
2. Capitalization of surplus reserve - - - - - - -
3. Loss offset by surplus reserve - - - - - - -
4. Retained earnings carried forward from other
- - - - - - -
comprehensive income
5. Others - - - - - - -
(V) Special reserve - - - - - - -
1. Transfer to special reserve in the year - - - - - - -
2. Amount utilized in the year - - - - - - -
(VI) Others - - - - - - -
IV. Closing balance of the year 2,499,074,661.00 37,704,543,586.11 120,520,832.83 - 1,095,980,563.68 1,999,000,567.57 43,419,120,211.19
- 17 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company's Statement of Changes in Shareholders' Equity - continued
RMB
2022
Other
Item Unappropriated Total shareholders'
Share capital Capital reserve comprehensive Special reserve Surplus reserve
profit equity
income
I. Closing balance of the preceding year 1,922,365,124.00 27,594,079,596.13 105,412,294.52 - 961,182,562.00 2,729,507,111.31 33,312,546,687.96
Add: Changes in accounting policies - - - - - - -
Corrections of prior period errors - - - - - - -
Others - - - - - - -
II. Opening balance of the year 1,922,365,124.00 27,594,079,596.13 105,412,294.52 - 961,182,562.00 2,729,507,111.31 33,312,546,687.96
III. Changes for the year 576,709,537.00 10,155,644,045.94 -5,886,608.49 - 40,734,887.15 -452,490,977.02 10,314,710,884.58
(I) Total comprehensive income - - 1,625,433.48 - - 407,348,871.48 408,974,304.96
(II) Owners' contributions and reduction in capital 576,709,537.00 10,155,644,045.94 - - - - 10,732,353,582.94
1. Ordinary shares contributed by owners 576,709,537.00 10,055,823,793.40 - - - - 10,632,533,330.40
2. Share-based payment recognized in shareholders' equity - -6,388,558.75 - - - - -6,388,558.75
3. Others - 106,208,811.29 - - - - 106,208,811.29
(III) Profit distribution - - - - 40,734,887.15 -867,351,890.47 -826,617,003.32
1. Transfer to surplus reserve - - - - 40,734,887.15 -40,734,887.15 -
2. Transfer to general risk reserve - - - - - - -
3. Distribution to shareholders - - - - - -826,617,003.32 -826,617,003.32
4. Others - - - - - - -
(IV) Transfers within shareholders' equity - - -7,512,041.97 - - 7,512,041.97 -
1. Capitalization of capital reserve - - - - - - -
2. Capitalization of surplus reserve - - - - - - -
3. Loss offset by surplus reserve - - - - - - -
4. Retained earnings carried forward from other
- - -7,512,041.97 - - 7,512,041.97 -
comprehensive income
5. Others - - - - - - -
(V) Special reserve - - - - - - -
1. Transfer to special reserve in the year - - - - - - -
2. Amount utilized in the year - - - - - - -
(VI) Others - - - - - - -
IV. Closing balance of the year 2,499,074,661.00 37,749,723,642.07 99,525,686.03 - 1,001,917,449.15 2,277,016,134.29 43,627,257,572.54
The accompanying notes form part of the financial statements.
- 18 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(I) GENERAL INFORMATION OF THE COMPANY
China Merchants Port Group Co., Ltd. (hereinafter referred to as the "Company") is a stock limited
company incorporated in Shenzhen, Guangdong Province, on 16 January 1993.
The headquarters of the Company is located in Shenzhen, Guangdong Province. The Company and
its subsidiaries (collectively the "Group") are actually engaged in the principal operating activities
of port service, bonded logistics service and other businesses such as property development and
investment.
The Company's and consolidated financial statements were approved by the Board of Directors on
29 March 2024.
(II) BASIS OF PREPARATION OF FINANCIAL STATEMENTS
Basis of preparation of financial statements
The Group has adopted the Accounting Standards for Business Enterprises ("ASBE") issued by the
Ministry of Finance ("MoF"). 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 2023).
Going concern
As at 31 December 2023, the Group had total current liabilities in excess of total current assets by
RMB 5,612,418,164.44. As at 31 December 2023, the Group had available and unused line of credit
and bonds amounting to RMB 69,439,268,355.68, which is greater than the balance of the net
current liabilities. The Group can obtain financial support from the available line of credit and bonds
when needed. Therefore, the financial statements have been prepared on a going concern basis.
(III) 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 at 31 December 2023,
and the Company's and consolidated results of operations and cash flows for the year then ended.
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
1. Accounting year
The Group has adopted the calendar year as its accounting year, e.g., from 1 January to 31 December.
- 19 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
2. Operating cycle
An operating cycle refers to the period since when an enterprise purchases assets for processing
purpose till the realization of those assets in cash or cash equivalents. The Group is principally
engaged in the rendering of port service, bonded logistics service and other businesses such as
property development and investment with one year being an operating cycle.
3. Functional currency
Renminbi ("RMB") is the currency of the primary economic environment in which the Company
and its domestic subsidiaries operate. Therefore, the Company and its domestic subsidiaries choose
RMB as their functional currency. The Company's overseas subsidiaries choose their functional
currencies on the basis of the primary economic environment in which they operate. The Company
adopts RMB to prepare its financial statements.
4. Method for determination of materiality criteria and basis for selection
Item Materiality criteria
Significant prepayments aged more than 1 year The amount exceeds RMB 10 million individually
Significant dividends receivable aged more than 1 year The amount exceeds RMB 50 million individually
Significant other receivables for which bad debt
The amount exceeds RMB 10 million individually
provision is assessed on an individual basis
Reversal or recovery of significant bad debt provision The amount exceeds RMB 10 million individually
Impairment testing of significant long-term equity The carrying amount of an individual long-term equity investment≥
investments 2% of the amount of total assets
The year-end carrying amount of an individual construction in
Significant construction in progress
progress ranges top ten
Impairment testing of significant construction The carrying amount of an individual construction in progress ≥
in progress 20% of the amount of total assets
Significant accounts payable aged more than 1 year The amount exceeds RMB 10 million individually
Significant receipts in advance aged more than 1 year The amount exceeds RMB 10 million individually
Significant contract liabilities aged more than 1 year The amount exceeds RMB 10 million individually
Significant dividends payable aged more than 1 year The amount exceeds RMB 50 million individually
Significant other payables aged more than 1 year The amount exceeds RMB 10 million individually
Cash flows from significant investing activities The amount exceeds 0.5% of the amount of total assets individually
The amount of total revenue or total assets of subsidiaries exceeds
Significant non-wholly owned subsidiaries 15% of the amount of total consolidated revenue or total
consolidated assets
Joint ventures or associates in which the carrying amount of a long-
term equity investment accounts for ≥10% of the amount of total
Significant joint ventures or associates consolidated assets or in which the investment income recognized
under the equity method accounts for ≥10% of the amount of total
consolidated profit
The amount exceeds 0.3% of the amount of total assets individually,
Significant commitments including reorganization, mergers and acquisitions, and building of
construction in progress, etc.
- 20 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
5. Basis of accounting and principle of measurement
The Group has adopted the accrual basis of accounting. Except for 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.
In the measurement of non-financial assets at fair value, market participants' ability to best utilize
such assets to generate most economic benefits, or the ability to sell such assets to other market
participants who are able to best utilize the assets to generate economic benefits is taken into
account.
For financial assets of which transaction prices are the fair value on initial recognition, and of which
valuation technique involving unobservable input is used in subsequent measurement, the valuation
technique in the course of valuation is adjusted to enable the result of initial recognition based on
the valuation technique equal to the transaction price.
Fair value measurements are categorized 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.
- 21 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
6. Business combinations
Business combinations are classified into business combinations involving enterprises under
common control and business combinations not involving enterprises under common control.
6.1 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.
6.2 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 acquiree. 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.
- 22 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
6. Business combinations - continued
6.2 Business combinations not involving enterprises under common control and goodwill
- continued
When a business combination contract provides for the acquirer's recovery of consideration
previously paid contingent on one or multiple future event(s), the Group recognizes the contingent
consideration provided in the contract as an asset, as part of the consideration transferred in the
business combination, and includes it in the cost of business combination at the fair value at the
acquisition date. Within 12 months after the acquisition, where the contingent consideration needs
to be adjusted as new or further evidences are obtained in respect of the circumstances existed at
the acquisition date, the adjustment shall be recognized and the amount originally recognized in
goodwill or non-operating income shall be adjusted. A change in or adjustment to the contingent
consideration under other circumstances shall be accounted for in accordance with Accounting
Standards for Business Enterprise No. 22 - Financial Instruments: Recognition and Measurement
and Accounting Standards for Business Enterprises No. 13 - Contingencies. Any change or
adjustment is included in profit or loss for the current period.
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.
If either the fair values of identifiable assets, liabilities and contingent liabilities acquired in a
combination or the cost of business combination can be determined only provisionally by the end
of the period in which the business combination was affected, the acquirer recognizes and measures
the combination using those provisional values. Any adjustments to those provisional values within
twelve months after the acquisition date are treated as if they had been recognized and measured on
the acquisition date.
Goodwill arising from a business combination is measured at cost less accumulated impairment
losses, and is presented separately in the consolidated financial statements.
- 23 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
7. Consolidated financial statements
7.1 Determination criteria 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 in the above elements of the definition of control.
7.2 Preparation of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of
control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary 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 cash flow statement, 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 cash flow statement,
as appropriate.
No matter when the business combination occurs in the reporting period, subsidiaries acquired
through a business combination involving enterprises under common control or the party being
absorbed under merger by absorption 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 cash flow statement, 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.
Where the accounting policies and accounting periods adopted by subsidiaries are inconsistent with
those of the Company, appropriate adjustments are made to the subsidiaries' financial statements in
accordance with the accounting policies of the Company.
All significant intra-group balances and transactions are eliminated on consolidation.
- 24 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
7. Consolidated financial statements - continued
7.2 Preparation of consolidated financial statements - continued
The portion of subsidiaries' equity that is not attributable to the Company is treated as minority
interests and presented as "minority interests" in the consolidated balance sheet under the line item
of 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 line item of "net profit". The portion of comprehensive income of subsidiaries for the period
attributable to minority interests is presented as "total comprehensive income attributable to
minority shareholders" in the consolidated income statement under the line item of "total
comprehensive income".
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 owners' equity of the
subsidiary, the excess amount is still allocated against minority interests.
Acquisition of minority interests or disposal of interests in a subsidiary that does not result in the
loss of control over the subsidiary is accounted for as equity transactions. The carrying amounts of
the Company'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 capital reserve. If the
capital reserve is not sufficient to absorb the difference, the excess is adjusted against retained
earnings.
For the stepwise acquisition of equity interest till acquiring control after a few transactions and
leading to business combination not involving enterprises under common control, it shall be dealt
with based on whether it belongs to 'package deal': if it belongs to 'package deal', it will be
accounted for as a transactions to acquire control; if it does not belong to 'package deal', it will be
accounted for as a transaction to acquire control on acquisition date, and the fair value of acquiree'
shares held before acquisition date will be revalued, and the difference between fair value and
carrying amount will be recognized in profit or loss of the current period; if acquiree' shares held
before acquisition date involve changes in other comprehensive income and other changes in
owners' equity under equity method, it will be transferred to income of acquisition date.
When the Group loses control over a subsidiary due to disposal of equity investment or other
reasons, 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.
- 25 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
7. Consolidated financial statements - continued
7.2 Preparation of consolidated financial statements - continued
When the Group loses control of a subsidiary in two or more arrangements (transactions), terms
and conditions of the arrangements (transactions) and their economic effects are considered. One
or more of the following indicate that the Group shall account for the multiple arrangements as a
'package deal': (i) they are entered into at the same time or in contemplation of each other; (ii) they
form a complete transaction designed to achieve an overall commercial effect; (iii) the occurrence
of one transaction is dependent on the occurrence of at least one other transaction; (iv) one
transaction alone is not economically justified, but it is economically justified when considered
together with other transactions. Where the transactions of disposal of equity investments in a
subsidiary until the loss of control are assessed as a package deal, these transactions are accounted
for as one transaction of disposal of a subsidiary with loss of control. Before losing control, the
difference of consideration received on disposal and the share of net assets of the subsidiary
continuously calculated from acquisition date is recognized as other comprehensive income. When
losing control, the cumulated other comprehensive income is transferred to profit or loss of the
period of losing control. If the transactions of disposal of equity investments in a subsidiary are not
assessed as a package deal, these transactions are accounted for as unrelated transactions.
8. Joint arrangements
There are two types of joint arrangements - joint operations and joint ventures. The classification is
based on the rights and obligations of the parties under the joint venture arrangement, taking into
account factors such as the structure, legal form and contractual terms of 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.
The Group accounts for investments in joint ventures using equity method. Refer to Note (IV),
15.3.2 "Long-term equity investments accounted for using the equity method" for details.
When a group entity undertakes its activities under joint operations, the Group as a joint operator
recognizes in relation to its interest in a joint operation: - its assets, including its share of any assets
held jointly; its liabilities, including its share of any liabilities incurred jointly; its revenue from the
sale of its share of the output arising from the joint operation; its share of the revenue from the sale
of the output by the joint operation; and its expenses, including its share of any expenses incurred
jointly. The Group accounts for the assets, liabilities, revenues and expenses relating to its interest
in a joint operation in accordance with the accounting standards applicable to the particular assets,
liabilities, revenues and expenses.
- 26 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
9. 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 (generally due within 3 months since the acquisition date),
highly liquid investments that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.
10. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies
10.1 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 functional currency
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 changes in the carrying amounts (other than the amortized cost)
of monetary items at fair value through other comprehensive income are recognized as other
comprehensive income.
When the consolidated financial statements include foreign operation(s), if there is foreign currency
monetary item constituting a net investment in a foreign operation, exchange differences arising
from changes in exchange rates are recognized as "exchange differences arising from translation of
financial statements denominated in foreign currencies" in other comprehensive income, and in
profit or loss for the period upon disposal of the foreign operation.
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 when 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 in exchange rate) and is
recognized in profit or loss or as other comprehensive income.
- 27 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies - continued
10.2 Translation of financial statements denominated in foreign currencies
For the purpose of preparing the consolidated financial statements, financial statements of a foreign
operation are translated from the foreign currency into RMB using the following method: assets
and liabilities on the balance sheet are translated at the spot exchange rate prevailing at the balance
sheet date; shareholders' equity items except for unappropriated profit are translated at the spot
exchange rates at the dates on which such items arose; all items in the income statement as well as
items reflecting the distribution of profits are translated at the average exchange rates of the
accounting period of the consolidated financial statements; the opening balance of unappropriated
profit is the translated closing balance of the previous year's unappropriated profit; the closing
balance of unappropriated profit is calculated and presented on the basis of each translated income
statement and profit distribution item. The difference between the translated assets and the
aggregate of liabilities and shareholders' equity items is recognized as other comprehensive income
and included in shareholders' equity.
Cash flows arising from a transaction in foreign currency and the cash flows of a foreign subsidiary
are translated at average exchange rate during the accounting period of consolidated financial
statements. The effect of exchange rate changes on cash and cash equivalents is regarded as a
reconciling item and presented separately in the cash flow statement as "effect of exchange rate
changes on cash and cash equivalents".
The closing balances and the comparative figures of previous year are presented at the translated
amounts in the previous year's financial statements.
On disposal of the Group's entire interest in a foreign operation, or upon a loss of control over a
foreign operation due to disposal of certain interest in it or other reasons, the Group transfers the
accumulated exchange differences arising from translation of financial statements of this foreign
operation attributable to the owners' equity of the Company and presented under other
comprehensive income, to profit or loss in the period in which the disposal occurs.
In case of a disposal of part equity investments or other reason leading to lower interest percentage
in foreign operations but does not result in the Group losing control over a foreign operation, the
exchange differences arising from the translation of foreign currency statements related to this
disposed part are re-attributed to minority interests and are not recognized in profit or loss. For
partial disposals of equity interests in foreign operations which are associates or joint ventures, the
proportionate share of the accumulated exchange differences arising from translation of statements
of foreign operations is reclassified to profit or loss.
- 28 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments
The Group recognizes a financial asset or a financial liability when it becomes a party to the
contractual provisions of the financial instrument.
For financial assets purchased or sold in regular ways, assets to be received and liabilities to be
assumed are recognized on the transaction date or assets sold are derecognized on that date.
Financial assets and financial liabilities are initially measured at fair value (the method for
determining the fair values of the financial assets and financial liabilities is set out in related
disclosures under "basis of accounting and principle of measurement" in note(IV) 5). 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. Upon initial recognition of contract assets, notes
receivable and accounts receivable that do not contain significant financing component or without
considering the financing component included in the contract with a term not exceeding one year
under the Accounting Standards for Business Enterprises No. 14 - Revenue ("Revenue Standards"),
the Group adopts the transaction price as defined in the Revenue Standards for initial measurement.
The effective interest method is a method of calculating the amortized cost of a financial asset or a
financial liability and of allocating the interest income or interest expenses over the relevant
accounting periods.
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 to the gross carrying amount of the financial
asset or to the amortized cost of the 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 (such as repayment in advance, extension, call option or other similar options etc.)
(without considering the expected credit losses).
The amortized cost of a financial asset or a financial liability is the amount of a financial asset or a
financial liability initially recognized net of principal repaid, plus or less the cumulative amortized
amount arising from amortization of the difference between the amount initially recognized and the
amount at the maturity date using the effective interest method, net of cumulative credit loss
allowance (only applicable to financial assets).
11.1 Classification, recognition and measurement of financial assets
Subsequent to initial recognition, the Group's financial assets of various categories are subsequently
measured at amortized cost, at fair value through other comprehensive income or at fair value
through profit or loss.
- 29 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.1 Classification, recognition and measurement of financial assets - continued
If the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding, and the financial asset is
held within a business model whose objective is achieved by collecting contractual cash flows, the
Group classifies such financial asset as financial assets at amortized cost, which include cash and
bank balances, notes receivable, accounts receivable, other receivables, debt investments, and long-
term receivables etc.
If the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding, and the financial asset is
held within a business model whose objective is achieved by both collecting contractual cash flows
and selling the financial asset, the Group classifies such financial asset as financial assets at
FVTOCI. The accounts receivable and notes receivable classified as at FVTOCI upon acquisition
are presented under receivables financing, while the remaining items due within one year (inclusive)
upon acquisition are presented under other current assets. Other financial assets of such type are
presented as other debt investments if they are due after one year since the acquisition, or presented
under non-current assets due within one year if they are due within one year (inclusive) since the
balance sheet date.
On initial recognition, the Group may irrevocably designate non-trading equity instruments, other
than contingent consideration recognized through business combination not involving enterprises
under common control, as financial assets at FVTOCI on an individual basis. Such financial assets
at FVTOCI are presented as investments in other equity instruments.
A financial asset is classified as held for trading if one of the following conditions is satisfied:
It has been acquired principally for the purpose of selling in the near term; or
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
It is a derivative that is not a financial guarantee contract or designated and effective as a
hedging instrument.
Financial assets measured at fair value through profit or loss ("FVTPL") include those classified as
financial assets at FVTPL and those designated as financial assets at FVTPL.
Financial assets not satisfying the criteria of classification as financial assets at amortized cost
and financial assets at FVTOCI are classified as financial assets at FVTPL.
Upon initial recognition, the Group may irrevocably designate the financial assets as at
FVTPL if doing so eliminates or significantly reduces accounting mismatch.
- 30 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.1 Classification, recognition and measurement of financial assets - continued
Financial assets at FVTPL other than derivative financial assets are presented as financial assets
held-for-trading. Financial assets with a maturity over one year since the balance sheet date (or
without a fixed maturity) and expected to be held for over one year are presented under other non-
current financial assets.
11.1.1 Financial assets measured at amortized cost
Financial assets measured at amortized cost are subsequently measured at amortized cost using the
effective interest method. Gain or loss arising from impairment or derecognition is recognized in
profit or loss.
For financial assets measured at amortized cost, the Group recognizes interest income using
effective interest method. The Group calculates and recognizes interest income through gross
carrying amount of financial assets multiplying effective interest rate, except for the following
circumstances:
For purchased or originated credit-impaired financial assets, the Group calculates and
recognizes the interest income based on amortized cost of the financial asset and the effective
interest rate through credit adjustment since initial recognition.
11.1.2 Financial assets at FVTOCI
For financial assets classified as at FVTOCI, except for the impairment losses or gains and the
interest income and exchange losses or gains calculated using the effective interest method which
are included in profit or loss for the period, the changes in fair value are included in other
comprehensive income. The amounts included in profit or loss for each period are equivalent to that
as if the financial assets have been always measured at amortized cost. Upon derecognition, the
accumulated gains or losses previously included in other comprehensive income are transferred to
profit or loss for the period.
Changes in fair value of non-trading equity instrument investments designated as financial assets at
FVTOCI are recognized in other comprehensive income, and the cumulative gains or losses
previously recognized in other comprehensive income allocated to the part derecognized are
transferred and included in retained earnings. During the period in which the Group holds the non-
trading equity instruments, revenue from dividends is recognized in profit or loss for the current
period when (1) the Group has established the right of collecting dividends; (2) it is probable that
the associated economic benefits will flow to the Group; and (3) the amount of dividends can be
measured reliably.
- 31 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.1 Classification, recognition and measurement of financial assets - continued
11.1.3 Financial assets at FVTPL
Financial assets at FVTPL are subsequently measured at fair value. Gain or loss arising from
changes in fair value and dividends and interest related to the financial assets are recognized in
profit or loss.
11.2 Impairment of financial instruments
For financial assets at amortized cost, financial assets classified as at FVTOCI, lease receivables,
contract assets, loan commitments that are not financial liabilities at FVTPL, financial liabilities
that are not at FVTPL and financial guarantee contracts that are not qualified for derecognition due
to the transfer of financial assets or financial liabilities arising from continuing involvement of the
transferred financial assets, the Group accounts for the impairment and recognizes the provision for
losses on the basis of expected credit loss ("ECL").
For all contract assets, notes receivable and accounts receivable arising from transactions regulated
by Revenue Standards, and lease receivables arising from transactions regulated by the Accounting
Standards for Business Enterprises No. 21 - Leases, the Group recognizes the provision for losses
at an amount equivalent to lifetime ECL.
For other financial instruments (other than purchased or originated credit-impaired financial assets),
the Group assesses the changes in credit risk since initial recognition of relevant financial
instruments at each balance sheet date. If the credit risk has increased significantly since initial
recognition of the financial instruments, the Group recognizes the provision for losses at an amount
equivalent to lifetime ECL; if the credit risk has not increased significantly since initial recognition
of the financial instruments, the Group recognizes the provision for losses at an amount equivalent
to 12-month ECL. The increase or reversal of credit loss provision for financial assets other than
those classified as at FVTOCI is recognized as impairment loss or gain and included in profit or
loss for the period. For financial assets classified as at FVTOCI, the credit loss provision is
recognized in other comprehensive income and the impairment loss or gain is included in profit or
loss for the period without reducing the carrying amount of the financial assets in the balance sheet.
Where the Group has measured the provision for losses at an amount equivalent to lifetime ECL of
a financial instrument in prior accounting period, but the financial instrument no longer satisfies the
criteria of significant increase in credit risk since initial recognition at the current balance sheet date,
the Group recognizes the provision for losses of the financial instrument at an amount equivalent
to 12-month ECL at the current balance sheet date, with any resulting reversal of provision for
losses recognized as impairment gains in profit or loss for the period.
- 32 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.2 Impairment of financial instruments - continued
11.2.1 Significant increase of credit risk
The Group uses reasonable and supportable forward-looking information to assess whether the
credit risk has increased significantly since initial recognition by comparing the risk of a default
occurring on the financial instrument at the balance sheet date with the risk of a default occurring
on the financial instrument at the date of initial recognition. For loan commitments and financial
guarantee contracts, the date on which the Group becomes a party to the irrevocable commitment
is considered to be the date of initial recognition in the application of criteria related to the financial
instrument for impairment.
In particular, the following information is taken into account when assessing whether credit risk has
increased significantly:
(1) Significant changes in internal price indicators resulting from changes in credit risk;
(2) Significant changes in the rates or other terms of an existing financial instrument if the
instrument was newly originated or issued at the balance sheet date (such as more stringent
covenants, increased amounts of collateral or guarantees, or higher rate of return, etc.);
(3) Significant changes in the external market indicators of credit risk of the same financial
instrument or similar financial instruments with the same expected duration. These
indicators include: credit spreads, credit default swap prices against borrower, length of time
and extent to which the fair value of financial assets is less than their amortized cost, and
other market information related to the borrower (such as the borrower's debt instruments
or changes in the price of equity instruments);
(4) An actual or expected significant change in the financial instrument's external credit rating;
(5) An actual or expected decrease in the internal credit rating for the debtor;
(6) Adverse changes in business, financial or economic conditions that are expected to cause a
significant decrease in the debtor's ability to meet its debt obligations;
(7) An actual or expected significant change in the operating results of the debtor;
(8) Significant increase in credit risk of other financial instruments issued by the same debtor;
(9) Significant adverse changes in the regulatory, economic, or technological environment of
the debtor;
(10) Significant changes in the value of the collaterals or the quality of guarantees or credit
enhancements provided by third parties, which are expected to reduce the debtor's economic
motives to repay within the time limit specified in contract or affect the probability of default;
(11) Significant change in the debtor's economic motives to repay within the time limit specified
in contract;
(12) Expected changes to loan contract, including the exemption or revision of contractual
obligations, the granting of interest-free periods, the jump in interest rates, the requirement
for additional collateral or guarantees, or other changes in the contractual framework for
financial instruments that may result from the breach of contract;
- 33 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.2 Impairment of financial instruments - continued
11.2.1 Significant increase of credit risk - continued
(13) Significant change in the expected performance and repayment of the debtor;
(14) Significant change in the method used by the Group to manage the credit of financial
instruments.
The Group assumes that the credit risk on a financial instrument has not increased significantly
since initial recognition if the financial instrument is determined to have lower credit risk at the
balance sheet date. A financial instrument is determined to have lower credit risk if: i) it has a lower
risk of default, ii) the borrower has a strong capacity to meet its contractual cash flow obligations
in the near term and iii) adverse changes in economic and business conditions in the longer term
may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow
obligations.
11.2.2 Credit-impaired financial assets
When an event or several events that are expected to have adverse impact on the future cash flows
of the financial assets have occurred, the financial assets become credit-impaired. The evidences of
credit impairment of financial assets include the following observable information:
(1) Significant financial difficulty of the issuer or debtor.
(2) A breach of contract by the debtor, such as a default or delinquency in interest or principal
payments.
(3) The creditor, for economic or legal reasons relating to the debtor's financial difficulty,
granting a concession to the debtor.
(4) It becomes probable that the debtor will enter bankruptcy or other financial reorganizations.
(5) The disappearance of an active market for the financial asset because of financial difficulties
of the issuer or the debtor.
(6) Purchase or origination of a financial asset with a large scale of discount, which reflects the
fact of credit loss.
Based on the Group's internal credit risk management, the Group considers an event of default
occurs when information developed internally or obtained from external sources indicates that the
debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any
collaterals held by the Group).
- 34 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.2 Impairment of financial instruments - continued
11.2.3 Determination of expected credit loss
The Group determines the ECL of relevant financial instruments using the following methods:
For financial assets, the credit loss is the present value of the difference between the
contractual cash flows that are due to the Group under the contract and the cash flows that the
Group expects to receive;
For undrawn loan commitments (refer to Note IV, 11.4.1.3 for the detail of accounting
policies), the credit loss is the present value of the difference between the contractual cash
flows that are due to the Group if the holder of the loan commitments draws down the loan,
and the cash flows that the Group expects to receive if the loan is drawn down. The Group's
estimation of the ECL for loan commitments is consistent with its expectation of the loan
commitments drawn down.
For financial guarantee contracts (refer to Note IV, 11.4.1.3 for the detail of accounting
policies), the credit loss is the present value of the expected payments to reimburse the holder
for the credit loss incurred less any amounts that the Group expects to receive from the holder,
the debtor or any other party.
For financial assets credit-impaired at the balance sheet date, but not purchased or originated
credit-impaired, the credit loss is the difference between the gross carrying amount of the
financial assets and the present value of estimated future cash flows discounted at the original
effective interest rate.
The factors reflected by the Group's measurement of ECL of financial instruments include: unbiased
probability weighted average amount recognized by assessing a series of possible results; time value
of money; reasonable and supportable information related to historical events, current condition
and forecast of future economic position that is available without undue cost or effort at the balance
sheet date.
11.2.4 Write-down of financial assets
When the Group no longer reasonably expects that the contractual cash flows of financial assets
can be collected in aggregate or in part, the Group will directly write down the gross carrying
amount of the financial assets, which constitutes derecognition of relevant financial assets.
11.3 Transfer of financial assets
The Group will derecognize a financial asset if one of the following conditions is satisfied: (i) the
contractual rights to the cash flows from the financial asset expire; (ii) 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 (iii) 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.
- 35 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.3 Transfer of financial assets - continued
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, the Group will recognize the financial
asset to the extent of its continuing involvement in the transferred financial asset and recognize an
associated liability. The Group will measure relevant liabilities as follows:
For transferred financial assets carried at amortized cost, the carrying amount of relevant
liabilities is the carrying amount of financial assets transferred with continuing involvement
less amortized cost of the Group's retained rights (if the Group retains relevant rights upon
transfer of financial assets) with addition of amortized cost of obligations assumed by the
Group (if the Group assumes relevant obligations upon transfer of financial assets). Relevant
liabilities are not designated as financial liabilities at fair value through profit or loss.
For transferred financial assets carried at fair value, the carrying amount of relevant liabilities
is the carrying amount of financial assets transferred with continuing involvement less fair
value of the Group's retained rights (if the Group retains relevant rights upon transfer of
financial assets) with addition of fair value of obligations assumed by the Group (if the Group
assumes relevant obligations upon transfer of financial assets). Accordingly, the fair value of
relevant rights and obligations shall be measured on an individual basis.
For the 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. Where the transferred assets are non-
trading equity instrument investments designated as at FVTOCI, cumulative gains or losses
previously recognized in other comprehensive income are transferred out and included in retained
earnings.
If a part of the transferred financial asset qualifies for derecognition, the overall carrying amount of
the financial asset prior to transfer is allocated between the part that continues to be recognized and
the part that is derecognized, based on the respective fair value of those parts at the date of transfer.
The difference between (1) the carrying amount allocated to the part derecognized on the date of
derecognition; 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. Where the transferred assets are non-
trading equity instrument investments designated as at FVTOCI, cumulative gains or losses
previously recognized in other comprehensive income are transferred out and included in retained
earnings.
For a transfer of a financial asset in its entirety that does not satisfy the derecognition criteria, the
Group continues to recognize the transferred financial asset in its entirety. The consideration
received from transfer of assets is recognized as a liability upon receipt.
- 36 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.4 Classification of financial liabilities and equity instruments
Financial instruments issued by the Group or their components are classified into financial liabilities
or equity instruments on the basis of the substance of the contractual arrangements and the economic
nature not only the legal form, together with the definition of financial liability and equity
instrument on initial recognition.
11.4.1 Classification, recognition and measurement of financial liabilities
On initial recognition, financial liabilities are classified into financial liabilities at FVTPL and other
financial liabilities.
11.4.1.1 Financial liabilities at FVTPL
Financial liabilities at FVTPL consist of financial liabilities held for trading (including derivatives
classified as financial liabilities) and those designated as at FVTPL. Except for derivative financial
liabilities presented separately, the financial liabilities at FVTPL are presented as held-for-trading
financial liabilities.
A financial liability is classified as held for trading if one of the following conditions is satisfied:
It has been acquired principally for the purpose of repurchasing in the near term; or
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
It is a derivative that is not a financial guarantee contract or designated and effective as a
hedging instrument.
A financial liability may be designated as at FVTPL on initial recognition when one of the following
conditions is satisfied: (i) Such designation eliminates or significantly reduces accounting mismatch;
or (ii) The Group makes management and performance evaluation on a fair value basis, in
accordance with the Group's formally documented risk management or investment strategy, and
reports to key management personnel on that basis. (iii) The qualified hybrid financial instrument
combines financial asset with embedded derivatives.
Held-for-trading financial liabilities are subsequently measured at fair value. Any gains or losses
arising from changes in fair value and any dividends or interest expenses paid on the financial
liabilities are recognized in profit or loss.
- 37 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.4 Classification of financial liabilities and equity instruments - continued
11.4.1 Classification, recognition and measurement of financial liabilities - continued
11.4.1.1 Financial liabilities at FVTPL - continued
For a financial liability designated as at FVTPL, the amount of changes in fair value of the financial
liability that are attributable to changes in the credit risk of that liability shall be presented in other
comprehensive income, while other changes in fair value are included in profit or loss for the current
period. Upon the derecognition of such financial liability, the accumulated amount of changes in
fair value that are attributable to changes in the credit risk of that liability, which was recognized in
other comprehensive income, is transferred to retained earnings. Any dividend or interest expense
on the financial liabilities is recognized in profit or loss. If the accounting treatment for the impact
of the change in credit risk of such financial liability in the above ways would create or enlarge an
accounting mismatch in profit or loss, the Group shall present all gains or losses on that liability
(including the effects of changes in the credit risk of that liability) in profit or loss for the period.
For financial liabilities arising from contingent consideration recognized by the Group as the
acquirer in the business combination not involving enterprises under common control, the Group
measures such financial liabilities at fair value through profit or loss, and includes the changes in
the financial liabilities in profit or loss for the period.
11.4.1.2 Other financial liabilities
Except for financial liabilities, financial guarantee contracts and loan commitments arising from
transfer of financial assets that do not meet the derecognition criteria or those arising from
continuing involvement in the transferred financial assets, other financial liabilities are
subsequently measured at amortized cost, with gain or loss arising from derecognition or
amortization recognized in profit or loss.
If the modification or renegotiation for the contract by the Group and its counterparties does not
result in derecognition of a financial liability subsequently measured at amortized cost but the
changes in contractual cash flows, the Group will recalculate the carrying amount of the financial
liability, with relevant gain or loss recognized in profit or loss. The Group will determine the
carrying amount of the financial liability based on the present value of renegotiated or modified
contractual cash flows discounted at the original effective interest rate of the financial liability. For
all costs or expenses arising from modification or renegotiation of the contract, the Group will adjust
the modified carrying amount of the financial liability and make amortization during the remaining
term of the modified financial liability.
- 38 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.4 Classification of financial liabilities and equity instruments - continued
11.4.1 Classification, recognition and measurement of financial liabilities - continued
11.4.1.3 Financial guarantee contracts and loan commitments
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder of the contract for a loss it incurs because a specified debtor fails to make
payment when due in accordance with the original or modified terms of a debt instrument.
Subsequent to initial recognition, financial guarantee contracts that are not designated as financial
liabilities at fair value through profit or loss or financial liabilities arising from transfer of financial
assets that do not meet the derecognition criteria or those arising from continuing involvement in
the transferred financial assets, and loan commitments to provide a loan at a below-market interest
rate, which are not designated at fair value through profit or loss, are measured at the higher of: (1)
amount of loss provision; and (2) the amount initially recognized less cumulative amortization
amount determined based on the revenue standards.
11.4.2 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 (the debtor) and the creditor 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.
11.4.3 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. Equity instruments issued (including refinanced), repurchased,
sold and cancelled by the Group are recognized as changes in equity. Changes in fair value of equity
instruments are not recognized by the Group. Transaction costs related to equity transactions are
deducted from equity.
The Group recognizes the distribution to holders of the equity instruments as distribution of profits,
and dividends paid do not affect total amount of shareholders' equity.
- 39 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.5 Derivatives and embedded derivatives
Derivatives include forward exchange contracts, currency swaps, interest rate swaps and foreign
exchange options, etc. Derivatives are initially measured at fair value at the date when the derivative
contracts are entered into and are subsequently measured at fair value.
Derivatives embedded in hybrid contracts with a financial asset host are not separated by the Group.
The hybrid contract shall apply the relevant accounting standards regarding the classification of
financial assets as a whole.
Derivatives embedded in hybrid contracts with hosts that are not financial assets are separated and
treated as separate derivatives by the Group when they meet the following conditions:
(1) the economic characteristics and risks of the embedded derivative are not closely related to
those of the host contract;
(2) a separate instrument with the same terms as the embedded derivative would meet the
definition of a derivative;
(3) the hybrid contracts are not measured at fair value through profit or loss.
For the embedded derivative separated from the host contracts, the Group accounts for the host
contracts in the hybrid contracts with applicable accounting standards. When the embedded
derivatives whose fair value cannot be measured reliably by the Group according to the terms and
conditions of the embedded derivatives, the fair value of such derivatives are measured at the
difference between the fair value of the hybrid contracts and the fair value of the host contracts. By
adopting the above method, if the embedded derivative cannot be measured on a stand-alone basis
at the time when it is acquired or at subsequent balance sheet dates, the hybrid instrument is
designated as financial instruments at fair value through profit or loss as a whole.
11.6 Offsetting financial assets and financial liabilities
Where the Group has a legal right that is currently enforceable to set off the recognized financial
assets and financial liabilities, 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 and the net amount is presented in the balance sheet. Except for the above circumstances,
financial assets and financial liabilities shall be presented separately in the balance sheet and shall
not be offset.
11.7 Compound instruments
For convertible bonds issued by the Group that contain both liabilities and conversion option that
may convert the liabilities to its own equity instrument, upon initial recognition, the bonds are split
into liabilities and conversion option which are separately recognized. Therein, the conversion
option that exchanges a fixed amount of cash or other financial assets for a fixed amount of equity
instruments is accounted for as an equity instrument.
- 40 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.7 Compound instruments - continued
Upon initial recognition, the fair value of liability portion is determined based on the prevailing
market price of the bonds containing no conversion option. The overall issue price of the convertible
bonds net of the fair value of the liability portion is considered as the value of the conversion option
that enables the bonds holder to convert the bonds to equity instruments, and is included in other
equity instruments.
The liability portion of the convertible bonds is subsequently measured at amortized cost using
effective interest method; the value of the conversion option classified as equity instrument is
remained in equity instrument. The expiry or conversion of convertible bonds will not result in loss
or gain.
The transaction costs incurred for issuance of the convertible bonds are allocated between the
liability portion and equity instrument portion in proportion to their respective fair values. The
transaction cost relating to the equity instrument portion is directly included in equity instrument;
while the transaction cost relating to the liability portion is included in the carrying amount of the
liability, and amortized over the lifetime of the convertible bonds using effective interest method.
11.8 Reclassification of financial instruments
When the Group changes the business model to manage the financial assets, the financial assets
affected will be reclassified and no financial liabilities will be reclassified.
The financial assets are reclassified by the Group and are accounted for prospectively since the date
of reclassification (i.e., the first date of the initial reporting period after the business model of which
the financial assets are reclassified by the enterprise is changed).
Where a financial asset at amortized cost is reclassified as a financial asset at fair value through
profit or loss ("FVTPL") by the Group, such financial asset is measured at fair value at the date of
reclassification and the difference between the original carrying amount and the fair value is
recognized in profit or loss for the period.
Where a financial asset at amortized cost is reclassified as a financial asset at fair value through
other comprehensive income ("FVTOCI") by the Group, such financial asset is measured at fair
value at the date of reclassification, and the difference between the original carrying amount and
the fair value is recognized in other comprehensive income.
Where a financial asset at FVTOCI is reclassified as a financial asset at amortized cost by the Group,
the accumulated gains or losses previously recognized in other comprehensive income are
transferred out and the fair value at the date of reclassification is adjusted. The adjusted fair value
is determined as the new carrying amount, as if the financial asset has been always measured at
amortized cost. The reclassification of the financial asset shall not affect its effective interest rate
or the measurement of ECL.
- 41 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
11. Financial instruments - continued
11.8 Reclassification of financial instruments - continued
Where a financial asset at FVTOCI is reclassified as a financial asset at FVTPL by the Group, such
financial asset continues to be measured at fair value. At the same time, the accumulated gains or
losses previously recognized in other comprehensive income are transferred to profit or loss for the
period.
Where a financial asset at FVTPL is reclassified as a financial asset at amortized cost by the Group,
the fair value at the date of reclassification is determined as the new gross carrying amount.
Where a financial asset at FVTPL is reclassified as a financial asset at FVTOCI by the Group, such
financial asset continues to be measured at fair value.
Where a financial asset at FVTPL is reclassified, the effective interest rate is determined on the
basis of the fair value of the financial asset at the date of reclassification.
12. Receivables
12.1 Determination and accounting methods for expected credit losses of receivables
The Group assesses the credit risk of receivables with significantly different credit risks on an
individual basis, and determine the credit losses of receivables on a portfolio basis using an
impairment matrix for other receivables. The amount of increase in or reversal of allowance for
expected credit losses on receivables is included in profit or loss for the period as credit impairment
losses or gains.
12.2 Categories of portfolios for which bad debt provision is assessed on a portfolio basis
according to credit risk characteristics and the basis for determination
The Group classifies receivables into groups A, B and C based on common risk characteristics. The
common credit risk characteristics adopted by the Group include: type of financial instrument,
credit risk rating, type of collateral, initial recognition date, remaining contractual term, industry of
the debtor, geographical location of the debtor, value of the collateral to the financial asset, etc.
- 42 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
12. Receivables - continued
12.2 Categories of portfolios for which bad debt provision is assessed on a portfolio basis
according to credit risk characteristics and the basis for determination - continued
The Group makes internal credit ratings on customers and determines expected loss rate of
receivables. Basis for determining ratings and the expected loss rates are as follows:
Internal credit Expected average
Basis for determining portfolio
rating loss rate (%)
Customers can make repayments within credit term and have good credit
A records based on historical experience. The probability of default on 0.00-0.10
payment of due amounts is extremely low in the foreseeable future.
The customers may have overdue payment based on historical experience
B 0.10-0.30
but they can make repayments.
The evidence indicates that the overdue credit risks of the customers are
C 0.30-50.00
significantly increased and there is probability of default on payment.
12.3 Determination criteria for provision of bad debts on an individual basis
Internal credit Expected average
Basis to determine the provision for bad debts on an individual basis
ratings loss ratio (%)
There is evidence showing that the receivables from customers are
impaired, or that the customers are experiencing significant financial
D 50.00-100.00
difficulties and thus the receivables will be irrecoverable in the
foreseeable future.
13. Receivables financing
Notes receivable classified as at FVTOCI should be listed as receivables financing within one year
(including one year) from the date of acquisition. Those over one year should be listed as other debt
investments. For related accounting policies, refer to Note (IV) 11 and Note (IV) 12.
14. Inventories
14.1 Categories of inventories, valuation method of inventories upon delivery, inventory count
system, and amortization method for ow cost and short-lived consumable items and
packaging materials
14.1.1 Categories of inventories
The Group's inventories mainly include raw materials, merchandise and others. 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.
- 43 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
14. Inventories - continued
14.1 Categories of inventories, valuation method of inventories upon delivery, inventory count
system, and amortization method for ow cost and short-lived consumable items and
packaging materials - continued
14.1.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method and
first-in-first-out method.
14.1.3 Inventory count system
The perpetual inventory system is maintained for stock system.
14.1.4 Amortization method 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.
14.2 Recognition criteria and provision method 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 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.
- 44 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
15. Long-term equity investments
15.1 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.
15.2 Determination of initial investment cost
For a long-term equity investment acquired through business combination involving enterprises
under common control, share of carrying amount of owners' equity of the acquiree in the
consolidated financial statements of ultimate controlling party is recognized as initial investment
cost of long-term equity investment at the date of combination. The difference between initial
investment cost of long-term equity investment and cash paid, non-cash assets transferred and
carrying amount of liabilities assumed, is adjusted in capital reserve. If the balance of capital reserve
is not sufficient to absorb the difference, any excess is 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 is the share of carrying amount of owners' equity of the
acquiree in the consolidated financial statements of ultimate controlling party at the date of
combination. The aggregate face value of the shares issued is accounted for as share capital. The
difference between the initial investment cost and the aggregate face value of the shares issued is
adjusted to capital reserve. If the balance of capital reserve is not sufficient to absorb the difference,
any excess is adjusted to retained earnings. Where equity interests in an acquiree are acquired in
stages through multiple transactions ultimately constituting a business combination involving
enterprises under common control, the acquirer shall determine if these transactions are considered
to be a "package deal". If yes, these transactions are accounted for as a single transaction where
control is obtained. If no, the initial investment cost of the long-term equity investment is the share
of carrying amount of owners' equity of the acquiree in the consolidated financial statements of
ultimate controlling party at the date of combination. The difference between the initial investment
cost and the sum of carrying amount of equity investments previously held in the acquiree and the
new investment cost is adjusted to capital reserve. If the balance of capital reserve is not sufficient
to absorb the difference, any excess is adjusted to retained earnings. Other comprehensive income
recognized for the previously held equity investments by accounting treatment of equity method or
non-trading equity instrument investments designated as at FVTOCI is not subject to accounting
treatment temporarily.
- 45 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
15. Long-term equity investments - continued
15.2 Determination of initial investment cost - continued
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 expenses incurred by the acquirer in respect of auditing, legal services, valuation and
consultancy services and other associated administrative expenses attributable to the business
combination are recognized in profit or loss 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 Standards for Business Enterprises No.22 - Financial Instruments: Recognition and
Measurement (ASBE No. 22) and the additional investment cost.
15.3 Subsequent measurement and recognition of profit or loss
15.3.1 Long-term equity investments 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. When
additional investment is made or the investment is recouped, the cost of the long-term equity
investment is adjusted accordingly. Investment income is recognized in the period in accordance
with the attributable share of cash dividends or profit distributions declared by the investee.
15.3.2 Long-term equity investments accounted for using the equity method
Except for investments in associates and joint ventures classified as held-for-sale partly or wholly,
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 Group only has rights to the net assets of the 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.
- 46 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
15. Long-term equity investments - continued
15.3 Subsequent measurement and recognition of profit or loss - continued
15.3.2 Long-term equity investments accounted for using the equity method - continued
Under the equity method, the Group recognizes its share of the net profit or loss and other
comprehensive income of the investee for the period as investment income and other
comprehensive income for the period. Meanwhile, the carrying amount of long-term equity
investment is adjusted; the carrying amount of long-term equity investment is decreased in
accordance with its share of the investee's declared profit or cash dividends; other changes in
owners' equity of the investee other than net profit or loss and other comprehensive income are
correspondingly adjusted to the carrying amount of the long-term equity investment, and recognized
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 individual identifiable assets, etc. at the acquisition date after making
appropriate adjustments. When the investee's accounting policies and accounting period are
inconsistent with those of the Group, the Group recognizes investment income and other
comprehensive income after making appropriate adjustments to conform to the Group's accounting
policies and accounting period. However, unrealized gains or losses resulting from the Group's
transactions with its associates and joint ventures, which do not constitute a business, are eliminated
based on the proportion attributable to the Group and then investment gains or losses are recognized.
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.
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. In addition, 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.
- 47 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
15. Long-term equity investments - continued
15.4 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 recognized
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 recognized due to other changes in 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 recognized 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; other changes in owners' equity in the investee's net
assets recognized 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.
Where the Group loses control over the investee due to disposal of part of shares, and in preparing
the separate financial statements, remaining shares after disposal can have joint control or
significant influence over the investee, the equity method shall be adopted to adjust the remaining
shares as they are accounted for under equity method since the acquisition date. If remaining shares
after disposal cannot have joint control or significant influence over the investee, they are accounted
for in accordance with the standards for recognition and measurement of financial instruments, and
the difference between fair value on date of losing control and carrying amount is recognized in
profit or loss for the period. Other comprehensive income recognized using the equity method or in
accordance with the standards for the recognition and measurement of financial instruments before
losing 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 when the control over the investee
is lost; other changes in owners' equity in the investee's net assets recognized 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. Where remaining shares after disposal
are accounted for under equity method, other comprehensive income and other owners' equity are
transferred on a pro rata basis. Where remaining shares after disposal are accounted for in
accordance with the standards for recognition and measurement of financial instruments, other
comprehensive income and other owners' equity are all transferred.
- 48 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
15. Long-term equity investments - continued
15.4 Disposal of long-term equity investments - continued
Where the Group loses joint control or significant influence over the investee after part disposal of
shares, remaining shares after disposal are accounted for in accordance with the standards for
recognition and measurement of financial instruments, and the difference between fair value at the
date of losing joint control or significant influence and carrying amount is recognized in profit or
loss for the period. Other comprehensive income previously recognized under 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 when the equity method is not adopted, and other changes in owners'
equity other than net profit or loss, other comprehensive income and profit distribution are
transferred to investment income for the period when the equity method is not adopted.
The Group disposes of its equity investment in subsidiaries through multiple transactions step by
step until it loses control over the subsidiaries. If these transactions belong to "package deal", all
transactions are deemed as one transaction on disposal of equity investment in subsidiaries, and the
difference between the amount of disposal and carrying amount of long-term equity investment is
recognized as other comprehensive income, and transferred to profit or loss for the period when the
control is lost.
16. Investment properties
Investment property is the property held by the Group to earn rentals or for capital appreciation or
both. It includes a land use right that is leased out 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 the investment property will flow to the Group and the
subsequent expenditures can be measured reliably. Other subsequent expenditures are recognized
in profit or loss for the period in which they are incurred.
The Group uses the cost model for subsequent measurement of investment property, and the
investment properties are depreciated over their useful lives using the straight-line method. The
depreciation life, estimated residual value rate and annual depreciation rate of each category of
investment properties are as follows:
Annual depreciation rate
Category Depreciation life (year) Residual value rate (%)
(%)
Land use rights 21.25-50 - 2.00-4.71
Buildings and structures 10-43.17 5.00 2.20-9.50
An investment property is derecognized upon disposal or when the investment property is
permanently withdrawn from use and no future economic benefits are expected from the disposal.
- 49 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Investment properties - continued
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.
17. Fixed assets and depreciation
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 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 for the period
in which they are incurred.
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 depreciation life, estimated
net residual value rate and annual depreciation rate of each category of fixed assets are as follows:
Depreciation life Residual value Annual
Category
(year) rate (%) depreciation rate (%)
Port and terminal facilities 5-50 5.00 1.90-19.00
Buildings and structures 5-30 5.00 1.90-19.00
Machinery and equipment, furniture
3-20 5.00 4.75-31.67
and fixture and other equipment
Motor vehicles and cargo ships 5-25 5.00 3.80-19.00
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.
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 accounts for any change
as a change in accounting estimates.
- 50 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
18. 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 accounted for by categories of projects initiated, and is transferred to a
fixed asset when it is ready for intended use. The criteria for judging the intended use shall be one
of the following:
(1) The physical construction (including installation) of fixed assets has been fully or
substantially completed;
(2) The trial production or trial operation has been carried out and the results of which indicate
that the asset is capable of normal operation or producing qualified products on a stable
basis, or the results of which indicate that it is capable of normal functioning or operation;
(3) The fixed assets and intangible assets acquired and constructed have met the design or
contractual requirements or are basically in compliance with the design or contractual
requirements.
19. 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. 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 for the period in which they are incurred.
- 51 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
20. Intangible assets
20.1 Useful life and the basis for determination, estimates, amortization method or review
procedures
Intangible assets include land use rights, terminal operating rights and others.
An intangible asset is measured initially at cost. Upon being restructured into a stock company, the
intangible assets initially contributed by the state-owned shareholders are recognized based on the
valuation amounts confirmed by the state-owned assets administration department. Except for
terminal operating rights, when an intangible asset with a finite useful life is available for use, its
original cost is amortized over its estimated useful life. The terminal operating rights under the
output method are amortized over periods according to the ratio of the estimated minimum
guaranteed throughput to the estimated minimum guaranteed total throughput during the operation
period. When the estimated minimum guaranteed throughput cannot be measured reliably, the
straight-line method will be used for amortization. An intangible asset with indefinite useful life
will not be amortized.
The amortization method, useful life and estimated net residual value rate of each category of
intangible assets are as follows:
Category Amortization method Useful life (year) Residual value (%)
From the date of the land transfer, it
Land use rights Straight-line method is amortized using the straight-line -
method over the land transfer period
Output method - it is amortized
over periods according to the ratio
of the estimated minimum
guaranteed throughput to the
estimated minimum guaranteed
Terminal operating total throughput; straight-line
Output/Straight-line method -
right method - it is amortized using the
straight-line method over the
shortest of the estimated useful life,
the beneficial period specified in the
contract and the effective life as
defined by law
It is amortized using the straight-
line method over the shortest of the
Others Straight-line method estimated useful life, the beneficial -
period specified in the contract and
the effective life as defined by law
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization
method at the end of the year, and makes adjustments when necessary.
- 52 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
20. Intangible assets - continued
20.2 Scope of R&D expenditure and method for accounting treatment
Expenditure during the research phase is recognized in profit or loss for the period in which it is
incurred.
Expenditure during the development phase that meets all of the following conditions at the same
time is recognized as intangible asset. Expenditure during development phase that does not meet
the following conditions is recognized in profit or loss for the period:
(1) it is technically feasible to complete the intangible asset so that it will be available for use
or sale.
(2) the Group has the intention to complete the intangible asset and use or sell it.
(3) the Group can demonstrate the ways in which the intangible asset will generate economic
benefits, including the evidence of the existence of a market for the output of the intangible
asset or the intangible asset itself or, if it is to be used internally, the usefulness of the
intangible asset.
(4) the availability of adequate technical, financial and other resources to complete the
development and the ability to use or sell the intangible asset.
(5) the expenditure attributable to the intangible asset during its development phase can be
reliably measured.
If the expenditures cannot be distinguished between the research phase and development phase, the
Group recognizes all of them in profit or loss for the year. The costs of intangible assets generated
by the internal research only include the total expenditure incurred for the period from the time
point of capitalization to the time point when the intangible assets are ready for intended use. For
the identical intangible asset, the expenditures recorded as expenses before they qualify for
capitalization during the development process are not adjusted.
The Group classifies the expenditures on an internal research and development project into
expenditures in the research phase and expenditures in the development phase. The scope of R&D
expenditures refer to those directly related to the R&D activities, including wages, salaries, and
welfare expenses of personnel directly engaged in R&D activities, materials directly consumed in
R&D activities, depreciation expenses for instruments and equipment used in R&D activities, travel,
transportation, and communication expenses required for research and experimental development,
etc. Technical feasibility and economic viability studies are adopted as specific criteria for
classifying the research and development phases once such studies have been evaluated and
approved.
- 53 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
21. Impairment of long-term assets
The Group assesses at the balance sheet date whether there is any indication that long-term equity
investments, investment properties measured at cost model, fixed assets, construction in progress,
right-of-use assets, intangible assets with a finite useful life and assets related to contract costs 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 an 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.
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 group(s) or portfolio of assets
group(s), i.e., goodwill is reasonably allocated to the related assets group(s) or portfolio of assets
group(s) expected to benefit from the synergies of the combination. An impairment loss is
recognised if the recoverable amount of the assets group(s) or portfolio of assets group(s) (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(s) or portfolio of assets group(s),
and then to the other assets of the group pro-rata on the basis of the carrying amount of each asset
(other than goodwill) in the group.
Once the impairment loss of above-mentioned assets is recognized, it shall not be reversed in any
subsequent period.
22. 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.
23. Contract liabilities
Contract liabilities refer to the Group's obligation to transfer goods or services to a customer for
consideration received or receivable from the customer. The contract assets and contract liabilities
under the same contract are presented on a net basis.
- 54 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
24. Employee benefits
24.1 Short-term employee benefits
Short-term benefits refer to the employee benefits that the Group is required to make full payments
within 12 months after the annual reporting period during which relevant services are provided by
the employees, except the post-employment benefits and termination benefits. Specifically, the
short-term benefits include: employee salaries, bonuses, allowances and subsidies, employee
benefits, social insurance contributions such as the medical insurance and the work injury insurance,
housing funds, trade union funds and employee education funds, short-term paid absence, short-
term profit sharing plan, non-monetary welfare and other short-term benefits.
Short-term employee benefits payable are recognized as liabilities, with a corresponding charge to
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
recognized in profit or loss for the period or the costs of relevant assets based on the actually
occurred amounts when they 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 recognized as relevant liabilities,
with a corresponding charge to profit or loss for the period or the costs of relevant assets in the
accounting period in which employees provide services.
24.2 Post-employment benefits
Post-employment benefits refer to the rewards and benefits of various forms provided by the Group
after the employees have retired or terminated the labor relationship with the enterprise for the
services rendered by the employees, except the short-term benefits and the termination benefits.
The post-employment benefits consist of the pension insurance, the annuity, the unemployment
insurance and other post-employment benefits.
Post-employment benefit plans are classified by the Group into defined contribution plans and
defined benefit plans. The post-employment benefit plan refers to the agreements the Group entered
into with the employees on the post-employment benefits or the regulations or measures established
by the Group for provisions of the post-employee benefits, among which the defined contribution
plans refer to the post-employment benefit plan under which the Group shall no longer undertake
any obligations of payments after paying fixed expenses to independent funds; the defined benefit
plans refer to the post-employment benefit plans other than the defined contribution plans. During
the accounting period in which employees render services to the Group, the amounts payable
calculated based on the defined contribution plans are recognized as liabilities and included in profit
or loss for the period or costs of related assets.
- 55 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
24. Employee benefits - continued
24.2 Post-employment benefits - continued
For defined benefit plans, the Group attributes the welfare obligations arising from the defined
benefit plans to the period in which employees provide services to the Group according to the
formula determined based on the projected cumulative benefit unit method, and includes them in
profit or loss for the period or costs of related assets. Defined benefit costs are categorized as follows:
Service cost (including current service cost, past service cost, as well as gains and losses on
settlements);
Net interest of net liabilities or assets of defined benefit plans (including interest income of
planned assets, interest expenses of defined benefit plan liabilities and effect of asset ceiling);
and
Changes arising from remeasurement of net liabilities or net assets of defined benefit plans.
Service costs and net interest of net liabilities and net assets of defined benefit plans are recognized
in profit or loss for the period or costs of related assets. Remeasurement of the net defined benefit
liabilities (assets) (including actuarial gains and losses, the return on planned assets, excluding
amounts included in net interest on net defined benefit liabilities (assets), and any changes in the
effect of the asset ceiling, excluding amounts included in net interest on net defined benefit
liabilities (assets)) are recognized in other comprehensive income.
The deficit or surplus resulting from the present value of the defined benefit plan obligations less
the fair value of the defined benefit plan assets is recognized as a net defined benefit plan liability
or net asset.
24.3 Termination benefits
Termination benefits refer to the compensations the Group pay to the employees for terminating the
employment relationship with employees before the expiry of the employment contracts or
encouraging employees to accept voluntary redundancy. When the Group provides termination
benefits to employees, employee benefit liabilities are recognized for termination benefits, with a
corresponding charge to 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.
24.4 Other long-term employee benefits
Other long-term employee benefits refer to all employee benefits except for short-term benefits,
post-employment benefits, and termination benefits.
- 56 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
24. Employee benefits - continued
24.4 Other long-term employee benefits - continued
Other long-term employee benefits that qualify as defined contribution plans are treated in
accordance with the relevant provisions of the defined contribution plans mentioned above, except
that the net liability or net asset for other long-term employee benefits is recognized and measured
in accordance with the relevant provisions of the defined benefit plans. At the end of the reporting
period, employee compensation costs arising from other long-term employee benefits are
recognized as three components: service cost, net interest on net liability or net asset for other long-
term employee benefits, and changes resulting from the remeasurement of the net liability or net
asset for other long-term employee benefits. The total net amount of these items is included in profit
or loss for the period or in the costs of related assets.
The Group provides internal retirement benefits to employees accepting the internal retirement
arrangements. Internal retirement benefits refer to the payments of salaries and social security
contributions for employees who reach the retirement age regulated by the country and are approved
to quit the job voluntarily. For internal retirement benefits, the internal retirement benefits the Group
is expected to pay during the period from the date when employees stop providing services to the
date of normal retirement are recognized as liabilities at the present value and included in profit or
loss for the period when relevant recognition requirements of the internal retirement benefits are
met.
25. Provisions
Provisions are recognized when the Group has a present obligation related to a contingency, it is
probable that an outflow of economic benefits will be required to settle the obligation, and the
amount of the obligation can be measured reliably.
The amount recognized as a provision is the best estimate of the consideration required to settle the
present obligation at the balance sheet date, taking into account factors pertaining to a contingency
such as the risks, uncertainties and time value of money. Where the effect of the time value of money
is material, the amount of the provision is determined by discounting the related future cash
outflows.
Where all or some of the expenditure required to settle a provision is expected to be reimbursed by
a third party, the reimbursement is recognized as a separate asset only when it is virtually certain
that reimbursement will be received, and the amount of reimbursement recognized does not exceed
the carrying amount of the provision.
- 57 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
26. Share-based payments
A share-based payment is a transaction which the Group grants equity instruments, in return for
services rendered by employees or other parties. The Group's share-based payments include equity-
settled share-based payments.
Equity-settled share-based payments in exchange for services rendered by employees are measured
at fair value of the equity instruments granted to employees at the grant date. Such amount is
recognized as related costs or expenses on a straight-line basis over the vesting period, based on the
best estimate of the number of equity instruments expected to vest/ as related costs or expenses at
the grant date, if the equity instruments could be vested immediately, with a corresponding increase
in capital reserve.
27. Preferred stock, perpetual bonds and other financial instruments
The consideration received by the Group for the issuance of equity instruments is included in
shareholders' equity after deducting transaction costs. Repurchase the consideration and transaction
costs paid by the Group's equity instruments to reduce shareholders' equity.
The Group classifies financial instruments, or their components, as financial liabilities or equity
instruments at initial recognition based on the contractual terms of the issued perpetual bonds and
their reflected economic substance, combined with the definitions of financial liabilities and equity
instruments.
For financial instruments such as perpetual bonds classified as equity instruments, interest expense
or dividend (dividend) distributions are treated as profit distributions of the Group, and their
repurchases, write-offs, etc., are treated as changes in equity, and related transaction costs are
deducted from equity.
28. Revenue recognition
28.1 Disclosure of accounting policies adopted for revenue recognition and measurement by type
of business
The Group's revenue is mainly from port business, bonded logistics business and other businesses.
The Group recognizes revenue based on the transaction price allocated to the performance
obligation when the Group satisfies a performance obligation in the contract, namely, when the
customer obtains control over relevant goods or services. A performance obligation is a
commitment that the Group transfers a distinct goods or service to a customer in the contract.
- 58 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
28. Revenue recognition - continued
28.1 Disclosure of accounting policies adopted for revenue recognition and measurement by type
of business - continued
It is a performance obligation satisfied during a period of time and the Group recognizes revenue
during a period of time according to the progress of performance if one of the following conditions
is met: (i) the customer obtains and consumes economic benefits at the same time of the Group's
performance; (ii) the customer is able to control goods or services in progress during the Group's
performance; (iii) goods or services generated during the Group's performance have irreplaceable
utilization, and the Group is entitled to collect amounts of cumulative performance part which have
been done up to now. Otherwise, revenue is recognized at a point in time when the customer obtains
control over the relevant goods or services.
The Group adopts output method, i.e., the value of goods or services transferred to customers to
determine the appropriate progress of performance. Where the progress cannot be determined
reasonably, the revenue is recognized based on the amount of cost that is expected to be
compensated based on the cost already incurred, until the progress of performance is reasonably
determined.
The transaction price is the amount of consideration to which the Group expects to be entitled in
exchange for transferring promised goods or services to a customer, excluding amounts collected
on behalf of third parties and amounts expected to be refunded to a customer. In determining the
transaction price, the Group should consider the effects of variable consideration, significant
financing components in the contract, non-cash consideration and consideration payable to
customers.
If there are two or more of performance obligations included in the contract, at the inception of the
contract, the Group allocates the transaction price to each single performance obligation based on
the proportion of stand-alone selling price of goods or services promised in each stand-alone
performance obligation. However, if there is conclusive evidence indicating that the contract
discount or variable consideration is only relative with one or more (not the whole) performance
obligations in the contract, the Group will allocate the contract discount or variable consideration
to relative one or more performance obligations. Stand-alone selling price refers to the price of a
single sale of goods or services. If the stand-alone selling price cannot be observed directly, the
Group estimates the stand-alone selling price through comprehensive consideration of all relative
information that can be reasonably acquired and maximum use of observable inputs.
In case of the existence of variable consideration (such as sales discount) in the contract, the Group
shall determine the best estimate of variable consideration based on the expected value or the most
probably occurred amount. The transaction price including variable consideration shall not exceed
the amount of the cumulatively recognized revenue which is unlikely to be significantly reversed
when relevant uncertainty is eliminated. At each balance sheet date, the Group re-estimates the
amount of variable consideration which should be included in transaction price.
- 59 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
28. Revenue recognition - continued
28.1 Disclosure of accounting policies adopted for revenue recognition and measurement by type
of business - continued
If the customer pays non-cash consideration, the Group determines the transaction price based on
the fair value of the non-cash consideration. If the fair value of non-cash consideration cannot be
reasonably estimated, the Group shall determine the transaction price indirectly by reference to the
stand-alone selling price of the goods or services promised to transfer to the customer.
In case of the existence of a significant financing component in the contract, the Group shall
determine the transaction price on the assumption that the customer has paid the amount payable
by cash when obtaining the control over the goods or services. Differences between transaction
price and contract consideration are amortized using effective interest method during the contract
life. At the inception of the contract, if the period between when the Group transfers a promised
goods or service to a customer and when the customer pays for that goods or service will be one
year or less, the Group would not consider the significant component in the contract.
The Group assesses whether it controls each specified goods or service before that goods or service
is transferred to the customer to determine whether the Group is a principal or an agent. If the Group
controls the specified good or service before that good or service is transferred to a customer, the
Group is a principal and recognizes revenue in the gross amount of consideration received or
receivable. Otherwise, the Group is an agent and recognizes revenue in the amount of any fee or
commission to which it expects to be entitled. The fee or commission is the net amount of
consideration that the Group retains after paying the other party the consideration received in
exchange for the goods or services to be provided by that party, or is determined in accordance with
the established commission amount or percentage, etc.
Where the Group receives receipts in advance from a customer for sales of goods or rendering of
services, the amount is first recognized as a liability and then transferred to revenue when the related
performance obligation has been satisfied. When the Group's receipts in advance are not required
to be refunded and it is probable that the customer will waive all or part of its contractual rights, the
Group recognizes the said amounts as revenue on a pro-rata basis in accordance with the pattern of
exercise of the customer's contractual rights, if the Group expects to be entitled to the amounts
relating to the contractual rights waived by the customer; otherwise, the Group reverses the related
balance of the said liabilities to revenue only when it is highly unlikely that the customer will require
performance of the remaining performance obligations.
For port business, the revenue from the handling of containers and bulk cargos is recognized over
time based on the progress of completed services, and the revenue from the storage of containers
and bulk cargos is recognized on a straight-line basis over the period of storage.
- 60 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
28. Revenue recognition - continued
28.1 Disclosure of accounting policies adopted for revenue recognition and measurement by type
of business - continued
For bonded logistics business, the revenue is recognized based on the progress of services rendered,
where the progress of completed services is determined based on the proportion of days on services
provided to the estimated total number of service days. As at the balance sheet date, the Group has
re-estimated the progress of completed bonded logistics service so that it reflects the changes in
performance status.
28.2 Similar operations under different business models which involve different revenue
recognition and measurement methods
The Group has no similar operations under different business models which involve different
revenue recognition and measurement methods.
29. Contract costs
29.1 Costs of obtaining a contract
For the incremental cost of obtaining the contract (cost that will not occur if the contract is not
obtained) that is expected to be recoverable, it is recognized as an asset. If the amortization period
of such asset is less than one year, it is recognized in profit or loss for the period when incurred.
Other expenses incurred for obtaining the contract is included in profit or loss for the period when
incurred, except for those explicitly assumed by the customer.
29.2 Costs to fulfil a contract
If the costs incurred in fulfilling a contract are not within the scope of any standards other than
Revenue Standards, the Group recognizes an asset only if those costs meet all of the following
criteria: (1) the costs relate directly to a contract or to an anticipated contract that the Group can
specifically identify; (2) the costs enhance resources of the Group that will be used in satisfying
performance obligations in the future; and (3) the costs are expected to be recovered. The asset
mentioned above shall be amortized on a basis that is consistent with the revenue recognition of the
goods or services to which the asset relates and recognized in profit or loss for the period.
- 61 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
29. Contract costs - continued
29.3 Impairment loss of assets related to contract costs
In determining the impairment losses of assets related to contract costs, the Group first determines
the impairment losses of other assets related to contracts recognized in accordance with other ASBE;
then, for assets related to contract costs, if the carrying amount of the assets is higher than the
difference between: (1) the remaining consideration that the Group expects to obtain for the transfer
of the goods or services related to the assets; and (2) the estimated costs to be incurred for the
transfer of the related goods or services, any excess is provided for impairment and recognized as
impairment loss of assets.
After the provision for impairment of assets related to contract costs is made, if the factors of
impairment in previous periods change so that the difference between the above two is higher than
the carrying amount of the assets, the original provision for impairment of the assets is reversed and
recognized in profit or loss for the period, provided that the carrying amount of the assets after the
reversal does not exceed the carrying amount of the assets at the date of reversal assuming no
provision for impairment was made.
30. 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 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. If a government grant is in the form of a non-monetary asset, it is measured
at fair value. If the fair value cannot be reliably determined, it is measured at a nominal amount. A
government grant measured at a nominal amount is recognized immediately in profit or loss for the
period.
30.1 Determination basis and accounting treatment of government grant related to assets
Government grants of the Group mainly include grants for intelligent system, etc., and these
government grants relate to assets as they will form long-term assets.
A government grant related to an asset is recognized as deferred income, and evenly amortized to
profit or loss over the useful life of the related asset. A government grant measured at a nominal
amount is recognized immediately in profit or loss in the current period. Where the relevant asset
is sold, transferred, retired or damaged prior to the end of its useful life, the related undistributed
deferred income is transferred to profit or loss of the disposal period.
- 62 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
30. Government grants - continued
30.2 Determination basis and accounting treatment of government grant related to income
Government grants of the Group mainly include grants for business development and specialized
operations, etc., and these government grants relate to income as they will not form long-term assets.
The Group classifies government grants that are difficult to be distinguished as government grants
related to income aggregately.
For a government grant related to income, if the grant is a compensation for related expenses or
losses to be incurred in subsequent periods, the grant is recognized as deferred income and
recognized in profit or loss for the period in which the related costs or losses are recognized; If the
grant is a compensation for related expenses or losses already incurred, the grant is recognized
immediately in profit or loss.
A government grant related to the Group's daily activities is recognized in other income or charged
against related costs based on the nature of economic activities; a government grant not related to
the Group's daily activities is recognized in non-operating income.
31. Income tax
The income tax expenses include current income tax and deferred income tax.
31.1 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.
31.2 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, which is not a business
combination that affects neither the accounting profit nor taxable profits (or deductible losses) and
will not result in taxable temporary differences and deductible temporary differences in equivalent
amounts at the time of transaction, no deferred tax asset or liability is recognized.
- 63 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Deferred tax assets/ deferred tax liabilities - continued
31.2 Deferred tax assets and deferred tax liabilities - continued
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, associates and joint ventures, except where the Group is able to control
the timing of the reversal of the temporary differences and it is probable that the temporary
differences will not be reversed in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with investments in subsidiaries, associates and joint
ventures are recognized to the extent that it is probable that future taxable profits will be available
against which the deductible temporary differences can be utilized and they are expected to be
reversed 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 shareholders' equity, in which case they are recognized in other comprehensive income
or shareholders' 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.
31.3 Income tax offsetting
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.
- 64 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
32. Leases
A lease is a contract in which the lessor, for a certain period of time, gives the lessee the right to
use the assets to obtain a consideration.
For contracts entered into, the Group assesses whether the contract is, or contains, a lease at the
commencement date. Such contract will not be reassessed unless the terms and conditions of the
contract are subsequently changed.
32.1 The Group as lessee
32.1.1 Separating components of a lease
For a contract that contains one or more lease components or non-lease components, the Group
separates each individual lease and non-lease component and allocates the contract consideration
in the relative proportion of the sum of the individual price of each lease component and the
individual price of the non-lease component.
32.1.2 Right-of-use assets
Except for short-term leases and leases of low-value assets, the Group recognizes the right-of-use
assets of the leases at the commencement date. The commencement date of the lease is the date
from which the lessor provides the leased assets to make them available for use by the Group. Right-
of-use assets are initially measured at cost. The cost includes:
the amount of the initial measurement of the lease liabilities.
any lease payments made at or before the commencement date, less any lease incentives.
any initial direct costs incurred by the Group.
an estimate of costs to be incurred by the Group in dismantling and removing the underlying
asset, restoring the site on which it is located or restoring the underlying asset to the condition
required by the terms and conditions of the lease.
Right-of-use assets are depreciated by the Group in accordance with the ASBE No.4 Fixed Assets.
If the Group is reasonably certain, that the lease will transfer ownership of the underlying asset to
the Group by the end of the lease term, the right-of-use assets are depreciated from the
commencement date to the end of the useful life of the underlying asset. Otherwise, the right-of-
use assets are depreciated from the commencement date to the earlier of the end of the useful life
of the right-of-use assets or the end of the lease term.
The Group applies ASBE No. 8 Impairment of Assets, to determine whether the right-of-use assets
are impaired and to account for any impairment loss identified.
- 65 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
32. Leases - continued
32.1 The Group as lessee - continued
32.1.3 Lease liabilities
Except for short-term leases and leases of low-value assets, the Group initially measures lease
liabilities at the present value of the outstanding lease payments at the commencement date. In
calculating the present value of the lease payments, the Group uses the implicit interest rate of the
lease as the discount rate. If it is not possible to determine the implicit interest rate of the lease,
the incremental borrowing rate shall be applied.
The lease payments comprise the following payments by the Group for the right to use the
underlying asset during the lease term:
fixed payments (including in-substance fixed payments), less any lease incentives.
variable lease payments that depend on an index or a rate.
the exercise price of a purchase option if the Group is reasonably certain to exercise that
option.
payments for terminating the lease, if the lease term reflects the Group exercising an option
to terminate the lease.
amounts expected to be payable by the Group under residual value guarantees.
Variable lease payments that depend on an index or a rate, are initially measured using the index
or rate as at the commencement date. Variable lease payments not included in the measurement of
the lease liabilities, are recognized in profit or loss, or in the cost of relevant assets, in the period
of those payments.
After the commencement date, interest expenses on the lease liabilities in each period during the
lease term is calculated by a constant periodic rate of interest, and included in profit or loss or
charged to cost of related assets.
After the commencement date, the Group shall remeasure the lease liabilities and make
corresponding adjustments to the related right-of-use assets in the following circumstances. If the
carrying amount of the right-of-use assets is reduced to zero and there is a further reduction in the
measurement of the lease liabilities, the Group shall recognize the difference in profit or loss:
where there is a change in the lease term, or in the assessment of an option to purchase the
underlying asset, the Group remeasures the lease liabilities, on the basis of the revised lease
term and the revised discount rate;
where there is a change in the amounts expected to be payable under a residual value
guarantee, or in future lease payments resulting from a change in an index or a rate used to
determine those payments, the Group remeasures the lease liabilities, on the basis of the
revised lease payments and the unchanged discount rate, unless the change in the lease
payments results from a change in floating interest rates, in which case a revised discount
rate is applied to calculate the present value.
- 66 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
32. Leases - continued
32.1 The Group as lessee - continued
32.1.4 Short-term leases and leases of low-value assets
The Group elects not to recognize right-of-use assets or lease liabilities for short-term leases and
leases of low-value assets, i.e., port and terminal facilities, buildings, machinery and equipment,
furniture, fixture and other equipment, motor vehicles and cargo ships and others. A short-term
lease is a lease that, at the commencement date, has a lease term of 12 months or less and does not
contain a call option. A lease of low-value assets is a lease that, the value of the underlying asset is
less than RMB50,000 when it is new. For short-term leases and leases of low-value assets, the
Group recognizes the lease payments in profit or loss, or in the cost of related assets on a straight-
line basis over each period within the lease term.
32.1.5 Lease modifications
A lease modification should be accounted for as a separate lease if both of the following apply:
the modification increases the scope of the lease by adding the right to use one or more
underlying assets.
the consideration for the lease increases by an amount commensurate with the stand-alone
price for the increase in scope and any appropriate adjustments to that stand-alone price
according to the circumstances of the particular contract.
For a lease medication that is not accounted for as a separate lease, at the effective date of the lease
modification, the Group should allocate the consideration in the modified contract, determine the
lease term of the modified lease and remeasure the lease liabilities based on the present value of the
changed lease payments and the revised discount rate.
For lease modifications that decrease the scope of the lease or shorten the term of the lease, the
Group should decrease the carrying amount of the right-of-use assets with any gain or loss relating
to the partial or full termination of the lease recognized in profit or loss. For re-measurement of
lease liabilities due to other lease modifications, a corresponding adjustment is made to the carrying
amount of the right-of-use assets.
- 67 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
32. Leases - continued
32.1 The Group as lessee - continued
32.1.6 Sale and leaseback transactions
The Group as seller-lessee
The Group applies the requirements of Revenue Standard to determine whether the transfer of an
asset is accounted for as a sale of that asset. If the transfer of an asset does not constitute a sale, the
Group shall continue to recognize the transferred assets, recognize a financial liability equal to the
transfer proceeds and accounts for such financial liability in accordance with the Accounting
Standards for Business Enterprises No. 22 - Financial Instruments: Recognition and Measurement.
If the transfer of an asset is a sale, the Group shall measure the right-of-use assets arising from the
leaseback at the proportion of the previous carrying amount of the asset that relates to the right of
use, and recognize any gain or loss for rights transferred to the lessor only.
32.2 The Group as lessor
32.2.1 Separating components of a lease
For a contract that contains lease components and non-lease components, the Group allocates the
contract consideration in accordance with the Revenue Standards on allocation of transaction prices,
based on the respective individual prices of the lease components and the non-lease components.
32.2.2 Classification of leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership. All other leases are classified as operating leases.
32.2.2.1 The Group as lessor under operating leases
The Group recognizes lease receipts from operating leases as rental income using a straight-line
method over the respective periods of the lease term. The Group's initial direct costs incurred in
connection with operating leases are capitalized when the costs incurred, and are allocated to profit
or loss for the period over the lease term on the same basis as the recognition of rental income.
Variable lease receipts acquired by the Group in connection with operating leases that are not
included in the lease receipts are recognized in profit or loss for the period when they are actually
incurred.
- 68 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
32. Leases - continued
32.2 The Group as lessor - continued
32.2.2 Classification of leases - continued
32.2.2.2 The Group as lessor under finance leases
At the commencement date, the Group recognizes a finance lease receivable at the amount equal to
the net lease investment with assets under finance lease derecognized. The net lease investment is
the sum of any unguaranteed residual value and the present value of the lease receipts over the lease
term discounted at the interest rate implicit in lease.
The lease receivable comprises the following payments collected by the Group from the lessee for
the transfer of the right to use the underlying assets during the lease term:
fixed payments (including in-substance fixed payments) paid by the lessee, less any lease
incentives.
variable lease payments that depend on an index or a rate.
the exercise price of a purchase option, provided that it is reasonably determined that the
lessee will exercise the option.
payments for terminating the lease, provided that the lease term reflects that the lessee will
exercise the option to terminate the lease;
residual value of guarantee provided to the Group by the lessee, a party related to the lessee
and an independent third party with the financial ability to fulfil the guarantee obligations.
Variable lease receipts not included in the net lease investment are recognized in profit or loss when
they are actually incurred.
Interest income for each period over the lease term is calculated and recognized by the Group at a
fixed periodic rate.
32.2.3 Subleases
As the lessor of a sublease, the Group accounts for the original lease contract and the sublease
contract on a separate basis. The Group classifies the subleases based on the right-of-use assets
generating from the original lease rather than the underlying assets of the original lease.
- 69 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
32. Leases - continued
32.2 The Group as lessor - continued
32.2.4 Lease modifications
The Group accounts for a modification to an operating lease as a new lease from the effective date
of the modification, considering any lease advances or receivables relating to the original lease as
the lease receipts for the new lease.
A lease modification should be accounted for as a separate lease if there is a modification in a
finance lease and both of the followings apply:
the modification increases the scope of the lease by adding the right to use one or more
underlying assets; and
the consideration for the lease increases by an amount commensurate with the stand-alone
price for the increase in scope with any appropriate adjustment to that stand-alone price.
For a modification to a finance lease that is not accounted for as a separate lease, the Group accounts
for the modification as follows:
If the lease would have been classified as an operating lease had the modification been
effective at the commencement date, the Group should account for the lease modification as
a new lease from the effective date of the modification, and measure the carrying amount of
the underlying assets at the amount equal to the net lease investment before the effective date
of the modification;
If the lease would have been classified as a finance lease had the modification been effective
at the commencement date, the Group should account for it in accordance with the provisions
on contract modification and renegotiation under Accounting Standards for Business
Enterprises No. 22 - Financial Instruments: Recognition and Measurement.
32.2.5 Sale and leaseback transactions
The Group as the buyer-lessor
If the transfer of an asset in a sale and leaseback transaction does not constitute a sale, the Group
does not recognize the transferred asset but a financial asset at an amount equal to the transfer
proceeds, and accounts for such financial asset under the Accounting Standards for Business
Enterprises No. 22 - Financial Instruments: Recognition and Measurement. If the transfer of an
asset constitutes a sale, the Group accounts for the purchase of the asset in accordance with other
applicable Accounting Standards for Business Enterprises and accounts for the lease of the asset.
- 70 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
33. Exchange of non-monetary assets
When the non-monetary assets are of commercial substance and the fair value of assets received or
the assets given up can be measured reliably, the non-monetary transactions are measured at fair
value. For the asset received, the fair value of the asset given up and related taxes payable are
recognized as the cost at initial recognition; For the asset given up, at derecognition, the difference
between the fair value and the carrying amount is recognized in profit or loss for the current period.
When there is clear evidence indicating that the fair value of the received asset is more reliable, for
the asset received, the fair value of the asset received and related taxes payable are recognized as
the cost at initial recognition; For the asset given up, at derecognition, the difference between the
fair value of the asset received and the carrying amount of the asset given up is recognized in profit
or loss for the current period.
When the non-monetary transactions fail to meet criteria to be measured at fair value, the
transactions are measured at carrying amounts. For the asset received, the carrying amount of the
asset given up and relevant taxes payable are recognized as the cost of at initial recognition. For the
asset given up, at derecognition, no profit or loss is recognized.
34. Safety production cost
According to the Administrative Measures for the Collection and Utilization of Enterprise Work
Safety Funds (Cai Zi [2022] No. 136) jointly issued by the Ministry of Finance and the Emergency
Department on 13 December 2022, 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, and transferred to
special reserve simultaneously. 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.
(V) CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY
ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES
In the application of accounting policies and accounting estimates as set out in Note (IV), the Group
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 experience
of the Group's management as well as other factors that are considered to be relevant. Actual results
may differ from these estimates.
- 71 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(V) CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY
ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES - continued
The Group 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 the
current period; changes which not only affect the current but the future periods should be recognized
in the current and future periods. At the balance sheet date, key assumptions and uncertainties in
critical judgments and accounting estimates that are likely to lead to significant adjustments to the
carrying amounts of assets and liabilities in the future are as follows:
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 rate shall be determined that should reflect the time value of money
on the current market and the specific interest risks.
Recognition of deferred income tax
The Group calculates and makes provision for deferred tax liabilities according to the profit
distribution plans of subsidiaries, associates and joint ventures and relevant provisions of tax law.
For retained earnings of the investee which are not expected to be distributed, since the profits will
be used for the daily operation and future development of the investee, no deferred tax liabilities
are recognized. If the profits to be actually distributed in future years are more or less than those
expected, corresponding deferred tax liabilities will be recognized or reversed in profit or loss for
the period at the earlier of the date on which the profit distribution plan is changed and the date on
which the profit distribution is declared.
Deferred tax assets are recognized based on the deductible temporary differences and the
corresponding tax rate, to the extent that it is probable that future taxable profits will be available
against which the deductible temporary differences can be utilized. If the actual taxable income in
future years are more or less than that expected, corresponding deferred tax assets will be
recognized or reversed in profit or loss for the period in which they are actually incurred.
Estimated useful lives and residual value of fixed assets and intangible assets
The Group assesses the estimated useful lives and residual value of fixed assets and intangible assets.
Such estimate is made by reference to the historical experience of actual useful lives and residual
value of fixed assets and intangible assets of similar nature and function, and is subject to significant
changes due to technical innovation and fierce industry competition. Where the estimated useful
lives and residual value of fixed assets and intangible assets are less than the previous estimates,
the Group will increase the depreciation and amortization, or write off or eliminate the technically
obsolete fixed assets or intangible assets.
- 72 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VI) CHANGES IN SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES
1. Changes in significant accounting policies
1.1 Interpretation No. 16 of the Accounting Standards for Business Enterprises
The Interpretation No. 16 of the Accounting Standards for Business Enterprises (the "Interpretation
No. 16") was issued by the Ministry of Finance on 30 November 2022, which clarified the
accounting treatment concerning the exemption of initial recognition of deferred income tax relating
to assets and liabilities arising from a single transaction.
Interpretation No. 16 revised the coverage of exemption of the initial recognition of deferred income
tax in the Accounting Standards for Business Enterprises No. 18 – Income Tax, and specified that
the relevant provisions on the exemption of initial recognition of deferred tax liabilities and deferred
tax assets are not applicable to a single transaction (not a business combination) that affects neither
the accounting profit nor taxable income (or deductible losses) at the time of transaction, and where
the assets and liabilities initially recognized generate equal taxable temporary differences and
deductible temporary differences. The Interpretation became effective from 1 January 2023 and
could be early applied. The Group started to apply the Interpretation from 1 January 2023, adopted
the retrospective adjustment method for accounting treatment, and restated the financial statements
for the comparative year. The impacts are listed as follows:
Item 1/1/2022 Adjustment 1/1/2022
Assets:
Deferred tax assets 398,145,710.84 56,499,013.55 454,644,724.39
Liabilities:
Deferred tax liabilities 4,550,417,470.61 2,001,049.09 4,552,418,519.70
Shareholders' equity:
Unappropriated profit 14,205,879,106.49 21,052,360.17 14,226,931,466.66
Minority interests 71,234,238,229.35 33,445,604.29 71,267,683,833.64
Item 31/12/2022 Adjustment 31/12/2022
Assets:
Deferred tax assets 372,927,261.40 61,571,559.55 434,498,820.95
Liabilities:
Deferred tax liabilities 4,853,271,307.86 1,748,527.47 4,855,019,835.33
Shareholders' equity:
Other comprehensive income -691,536,248.44 1,982,628.58 -689,553,619.86
Unappropriated profit 16,679,688,347.09 22,299,954.05 16,701,988,301.14
Minority interests 73,994,641,893.21 35,540,449.45 74,030,182,342.66
- 73 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VI) CHANGES IN SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
1. Changes in significant accounting policies - continued
1.1 Interpretation No. 16 of the Accounting Standards for Business Enterprises - continued
Item 2022 Adjustment 2022
Profit and loss:
Income tax expenses 1,113,179,679.35 -220,002.60 1,112,959,676.75
Net profit 8,231,683,297.67 220,002.60 8,231,903,300.27
Profit or loss attributable to minority
4,894,237,074.85 -1,027,591.28 4,893,209,483.57
shareholders
Other comprehensive income
attributable to shareholders of the 206,102,739.65 1,982,628.58 208,085,368.23
Company, net of tax
Other comprehensive income
attributable to minority interests, 1,417,424,133.35 3,122,436.44 1,420,546,569.79
net of tax
(VII) TAXES
1. Major taxes and tax rates
Taxes Tax basis Tax rate
Taxable income 8.25%-34% (Note 1)
Enterprise income tax
Dividend income tax 5%,10% (Note 2)
Income from sale of goods 9%,13%
Income from transportation, loading and
unloading business and part of modern 6%
Value-added tax
service industries
("VAT") (Note 3)
Income from sale of real estate, property
3%, 5%, 9%
management, lease of real estate, etc.
Income from leases of movable properties 13%
Social contribution tax (Note 4) Income 0.65%-7.6%
Deed tax Land use right and property transfer amount 3%-5%
Property tax 70% of cost of property or rental income 1.2% or 12%
City maintenance and
VAT paid 1%-7%
construction tax
Education surtax VAT paid 3%
Land use tax Land area actually occupied RMB 1-12 per square meter
Amount of pollution equivalents of the
Environmental protection tax RMB 1.8 per pollution
taxable air pollutants converted based on the
(Note 5) equivalent
quantity of pollutions discharged
- 74 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VII) TAXES - continued
1. Major taxes and tax rates - continued
Note 1: The Group's enterprise income tax is calculated based on the current tax rate stipulated by
local tax laws. Among them, the Company is subject to an enterprise income tax rate of
25%, the subsidiaries set up in Hong Kong are subject to an enterprise income tax rate of
8.25% and 16.5%, the majority of subsidiaries set up in China are subject to an enterprise
income tax rate of 25% and certain others are subject to the preferential tax rate for small
and micro enterprises of 20%, certain domestic subsidiaries are subject to the preferential
tax rate for high-tech enterprises or encouraged industrial enterprises in the region of 15%,
and the other overseas subsidiaries are subject to enterprise income tax rates between 10%
and 34%.
The Company obtains dividends distributed by overseas subsidiaries and should pay
enterprise income tax at a rate of 25% in accordance with relevant Chinese tax laws. The
Company obtains taxable income outside of China, and the amount of income tax that has
been paid abroad can be offset with the current taxable amount. The credit limit is the
taxable amount calculated in accordance with the provisions of the Enterprise Income Tax
Law.
Note 2: Foreign investors who receive dividends of profits from Chinese subsidiaries in 2008 and
thereafter generally shall pay withholding income tax at a rate of 10% in accordance with
the relevant provisions on the PRC enterprise income tax. For companies incorporated in
certain regions (including Hong Kong and Singapore), if the companies are actual owners
holding more than 25% interest in the subsidiaries in China, they will enjoy a preferential
tax rate of 5%.
Note 3: The VAT amount is the balance of the output tax less the deductible input tax, and the
output tax is calculated in accordance with the sales income and the corresponding tax rate
stipulated in the relevant tax laws of China.
Note 4: The social contribution tax is the tax paid by TCP Participaes S.A. (hereinafter referred
to as "TCP"), an overseas subsidiary of the Group, to the local government.
Note 5: The environmental protection tax is the tax paid by Zhanjiang Port (Group) Co., Ltd.
(hereinafter referred to as "Zhanjiang Port"), a domestic subsidiary of the Group, to the
government.
2. Tax preference
Certain subsidiaries of the Group in China are recognized as high-tech enterprises or encouraged
industrial enterprises in the region and are subject to an enterprise income tax rate of 15%. The
Group's subsidiaries outside of China may be subject to enterprise income tax preference in
accordance with relevant local tax policies.
- 75 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VII) TAXES - continued
2. Tax preference - continued
From 1 January 2023 to 31 December 2027, the urban land use tax for certain domestic subsidiaries
of the Group on the land for bulk commodity storage facilities is levied at the reduced rate of 50%
of the tax amount applicable to the grade of the land.
Certain subsidiaries of the Group in China are small and micro enterprises and are subject to a
preferential tax rate of 20%. In accordance with the Announcement on Relevant Tax and Fee
Policies for Further Supporting the Development of Micro and Small Enterprises and Individual
Industrial and Commercial Households (Announcement No. 12 of the Ministry of Finance and the
State Administration of Taxation in 2023), for small and micro enterprises, the taxable income is
calculated at a reduced rate of 25% and the enterprise income tax is paid at a rate of 20% from 1
January 2023 and 31 December 2027.
As approved by Shekou Taxation Sub-bureau of Shenzhen Tax Bureau, State Administration of
Taxation on 12 October 2017, certain subsidiaries of the Group are exempted from VAT for
auxiliary logistics services (warehousing services, excluding delivery services) provided to
overseas enterprises in 2023.
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Cash and bank balances
Item 31/12/2023 31/12/2022
Cash 974,692.93 726,960.10
Including: RMB 2,767.60 2,767.60
USD 225,565.37 44,853.90
HKD 25,259.89 26,167.88
BRL 8,625.45 6,536.63
Others 712,474.62 646,634.09
Bank deposits (Note 1) 13,934,385,410.92 11,219,776,605.37
Including: RMB 8,215,456,953.08 8,846,763,966.57
USD 3,189,067,302.34 1,045,085,866.19
EUR 655,188,558.31 745,066,787.31
BRL 283,264,276.30 379,062,088.91
HKD 1,211,715,308.91 141,668,372.90
AUD 36,381,245.06 4,708,056.85
FCFA 295,232,843.14 -
Others 48,078,923.78 57,421,466.64
Other cash and bank balances (Note 2) 54,207,918.46 553,726,619.61
Including: LKR 39,287,209.66 -
RMB 14,920,544.77 340,778,819.19
HKD 164.03 212,571,712.02
USD - 376,088.40
Funds deposited in Finance Company (Note 3) 2,090,078,155.93 1,841,698,554.32
Total 16,079,646,178.24 13,615,928,739.40
Including: Total amount of funds deposited overseas 4,143,910,318.92 4,012,922,744.09
- 76 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
1. Cash and bank balances - continued
Note 1: The interest receivable and funds frozen for ETC card business which are included in the
balance of bank deposits at the end of the year amounted to RMB 13,563,157.74 and RMB
12,000.00, respectively.
Note 2: The funds frozen for litigation, the balance of the securities account, the restricted banker's
letter of guarantee, and the restricted performance bond, which are included in the balance
of other cash and bank balances at the end of the year, amounted to RMB 1,826,085.98,
RMB 7,684,462.32, RMB 4,214,480.40, RMB 40,482,889.76.
Note 3: The funds deposited in Finance Company included the interest receivable amounting to
RMB 933,933.26.
2. Held-for-trading financial assets
Item 31/12/2023 31/12/2022
Financial assets classified as at FVTPL 4,568,806,108.84 2,998,781,599.63
Including: Investments in debt instruments 450,209.48 -
Investments in equity investments - 135,742.11
Structured deposits 4,568,355,899.36 2,998,645,857.52
Total 4,568,806,108.84 2,998,781,599.63
3. Notes receivable
(1) Category of notes receivable
Category 31/12/2023 31/12/2022
Bank acceptance 315,150,195.09 395,000.00
Commercial acceptance 10,000,000.00 36,000,000.00
Total 325,150,195.09 36,395,000.00
Note: In 2023, no provision for bad debts of notes receivable is assessed on an individual basis
and, the acceptor of bank acceptance and commercial acceptance for which provision for
bad debts is assessed on a portfolio basis has high credit ratings with no significant credit
risks, therefore, no provision for bad debts is made.
(2) As at 31 December 2023, the Group has no notes receivable pledged.
(3) As at 31 December 2023, the Group has no endorsed or discounted and not yet matured
notes receivable at the balance sheet date.
(4) The Group has no notes receivable written off in 2023.
- 77 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Accounts receivable
(1) Overall situation of accounts receivable
Category 31/12/2023 31/12/2022
Accounts receivable 1,194,923,829.34 1,370,162,956.88
Les: provision for credit loss 91,022,363.09 94,013,267.44
Total 1,103,901,466.25 1,276,149,689.44
(2) Aging analysis of accounts receivable
Aging 31/12/2023 31/12/2022
Within 1 year 1,112,613,215.99 1,296,002,000.92
1-2 years 23,735,983.67 11,157,744.62
2-3 years 3,139,299.76 10,897,749.26
More than 3 years 55,435,329.92 52,105,462.08
Total 1,194,923,829.34 1,370,162,956.88
(3) Disclosure of accounts receivable by category
Expected 31/12/2023 31/12/2022
Credit
credit loss Gross carrying Bad debt Carrying Gross carrying Bad debt Carrying
rating
rate (%) amount provision amount amount provision amount
A 0.00-0.10 622,585,699.82 428,822.70 622,156,877.12 757,893,845.42 254,506.65 757,639,338.77
B 0.10-0.30 428,914,672.70 552,173.90 428,362,498.80 437,329,923.88 579,435.66 436,750,488.22
C 0.30-50.00 62,942,396.67 9,638,519.30 53,303,877.37 91,915,183.34 12,581,359.16 79,333,824.18
D 50.00-100.00 80,481,060.15 80,402,847.19 78,212.96 83,024,004.24 80,597,965.97 2,426,038.27
Total -- 1,194,923,829.34 91,022,363.09 1,103,901,466.25 1,370,162,956.88 94,013,267.44 1,276,149,689.44
(4) Accounts receivable disclosed by method of bad debt provision:
31 December 2023 31 December 2022
Gross carrying amount Bad debt provision Gross carrying amount Bad debt provision
Category
Proportion Proportion Carrying amount Proportion Proportion Carrying amount
Amount Amount Amount Amount
(%) (%) (%) (%)
Bad debt provision assessed on an
80,481,060.15 6.74 80,402,847.19 99.90 78,212.96 83,024,004.24 6.06 80,597,965.97 97.08 2,426,038.27
individual basis
Bad debt provision assessed on a
1,114,442,769.19 93.26 10,619,515.90 0.95 1,103,823,253.29 1,287,138,952.64 93.94 13,415,301.47 1.04 1,273,723,651.17
portfolio basis
Total 1,194,923,829.34 100.00 91,022,363.09 —— 1,103,901,466.25 1,370,162,956.88 100.00 94,013,267.44 —— 1,276,149,689.44
Bad debt provision assessed on an individual basis:
31 December 2023
Name Gross carrying Bad debt Reason for provision
Proportion (%)
amount provision
Entity 1 24,908,308.44 24,908,308.44 100.00 Low probability of recovery
Entity 2 15,228,816.61 15,150,603.67 99.49 Low probability of recovery
Entity 3 7,693,327.33 7,693,327.33 100.00 Low probability of recovery
Entity 4 6,169,500.45 6,169,500.45 100.00 Low probability of recovery
Entity 5 5,923,278.20 5,923,278.20 100.00 Low probability of recovery
Others 20,557,829.12 20,557,829.10 100.00 Low probability of recovery
Total 80,481,060.15 80,402,847.19 —— ——
- 78 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Accounts receivable - continued
(4) Accounts receivable disclosed by method of bad debt provision: - continued
Bad debt provision assessed on a portfolio basis:
31 December 2023
Name
Accounts receivable Bad debt provision Proportion (%)
A 622,585,699.82 428,822.70 0.07
B 428,914,672.70 552,173.90 0.13
C 62,942,396.67 9,638,519.30 15.31
Total 1,114,442,769.19 10,619,515.90 ——
(5) Measurement of expected credit loss at an amount equivalent to the lifetime expected credit
loss
Lifetime expected Lifetime expected
Item credit loss (not credit loss (credit- Total
credit-impaired) impaired)
At 1 January 2023 13,415,301.47 80,597,965.97 94,013,267.44
Gross carrying amount of accounts receivable
at 1 January 2023
- Transfer to credit-impaired accounts receivable - - -
- Reversal of accounts receivable that are not
- - -
credit-impaired
Provision for the year 3,361,539.37 17,614,537.42 20,976,076.79
Reversal for the year -5,995,730.86 -5,694,956.74 -11,690,687.60
Effect of changes in the scope of consolidation - -5,662,552.89 -5,662,552.89
Transfer-out due to derecognition of financial
- -8,087,700.00 -8,087,700.00
assets (including direct write-down)
Other changes -161,594.08 1,635,553.43 1,473,959.35
At 31 December 2023 10,619,515.90 80,402,847.19 91,022,363.09
(6) Details of bad debt provision
Changes for the year
Effect of
Category 31/12/2022 Recovery or changes in the Charge-off or Other 31/12/2023
Provision
reversal scope of write-off changes
consolidation
Bad debt provision
assessed on an 80,597,965.97 17,614,537.42 -5,694,956.74 -5,662,552.89 -8,087,700.00 1,635,553.43 80,402,847.19
individual basis
Bad debt provision
assessed on a 13,415,301.47 3,361,539.37 -5,995,730.86 - - -161,594.08 10,619,515.90
portfolio basis
Total 94,013,267.44 20,976,076.79 -11,690,687.60 -5,662,552.89 -8,087,700.00 1,473,959.35 91,022,363.09
- 79 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Accounts receivable - continued
(7) Accounts receivable written off in the year
Arising from
Procedures
Item Nature Amount Reason for write-off related party
performed
transactions or not
Confirmed as
Entity A Service fees 8,087,700.00 Yes No
irrecoverable
Total —— 8,087,700.00 —— —— ——
(8) The top five balances of accounts receivable at the end of the year classified by debtor
Name of Relationship Proportion of the amount to the Bad debt provision at
31/12/2023 Aging
entity with the Group total accounts receivable (%) 31/12/2023
Client 1 Non-related party 259,396,393.45 Within 1 year, 1-2 years 21.71 30,325.21
Client 2 Non-related party 68,403,654.05 Within 1 year 5.72 54,946.81
Client 3 Non-related party 43,464,824.09 Within 1 year, 1-2 years 3.64 7,510.99
Client 4 Non-related party 29,747,677.62 Within 1 year 2.49 7,909.61
Client 5 Non-related party 29,355,671.89 Within 1 year 2.46 -
Total 430,368,221.10 36.02 100,692.62
5. Receivables financing
(1) Classification of receivables financing
Item 31/12/2023 31/12/2022
Bank acceptance measured at fair value 2,001,669.46 163,766,913.10
(2) As at 31 December 2023, the Group has no pledged receivables financing.
(3) At the end of the year, the Company's receivables financing that have been endorsed or
discounted and have not yet matured at the balance sheet date are as follows:
Amount not
Amount derecognized
Item derecognized at the
at the end of the year
end of the year
Bank acceptance measured at fair value 16,291,826.66 -
Total 16,291,826.66 -
(4) In 2023, no provision for bad debt of receivables financing is assessed on an individual basis
and, the acceptor of bank acceptance for which provision for bad debts is assessed on a
portfolio basis has high credit ratings with no significant credit risks, therefore, no provision
for credit loss is made.
- 80 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
6. Prepayments
(1) Aging analysis of prepayments
31/12/2023 31/12/2022
Gross Gross
Aging Proportion Impairment Proportion Impairment
carrying carrying
(%) provision (%) provision
amount amount
Within 1 year (inclusive) 36,798,888.01 97.70 - 61,917,391.43 97.31 -
1-2 years (inclusive) 615,427.75 1.63 - 1,589,158.49 2.50 -
2-3 years (inclusive) 129,361.04 0.34 - - - -
More than 3 years 120,875.50 0.33 - 120,875.50 0.19 -
Total 37,664,552.30 100.00 - 63,627,425.42 100.00 -
(2) As at 31 December 2023, the Group has no significant prepayments aged more than one
year.
(3) The top five balances of prepayments at the end of the year classified by entities
Proportion of the
Relationship with closing balance to Reason for not being
Name of entity 31/12/2023 Aging
the Company the total settled
prepayments (%)
Unsettled prepayment for
Entity 1 Non-related party 14,057,775.95 Within 1 year 37.32
premium
Within 1 year, 1-2 Unsettled prepayment for
Entity 2 Non-related party 6,591,641.10 17.50
years, and 2-3 years communication charges
Unsettled prepayment for
Entity 3 Non-related party 2,298,659.10 Within 1 year 6.10
premium
Unsettled prepayment for
Entity 4 Non-related party 743,362.83 Within 1 year 1.97
procurement
Unsettled prepayment for
Entity 5 Non-related party 641,646.87 Within 1 year 1.70
procurement
Total 24,333,085.85 64.59
7. Other receivables
7.1 Presentation of other receivables
Item 31/12/2023 31/12/2022
Dividends receivable 343,386,866.06 416,040,485.62
Other receivables 596,628,127.95 532,801,608.68
Total 940,014,994.01 948,842,094.30
- 81 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.2 Dividends receivable
(1) Presentation of dividends receivable
Name of investee 31/12/2023 31/12/2022
China Nanshan Development (Group) Incorporation
203,577,000.00 240,591,000.00
("Nanshan Group")
Zhanjiang Merchants Port City Investment Co., Ltd.
38,809,044.77 41,847,044.77
("Merchants Port City")
Dalian Port Logistics Network Co., Ltd. 30,605,256.76 -
Yingkou Gangxin Technology Co., Ltd. 23,881,213.75 -
COSCO Logistics (Zhanjiang) Co., Ltd. 13,449,001.16 18,449,001.16
China Ocean Shipping Agency (Shenzhen) Co., Ltd. 11,232,000.00 -
Tin-can Island Container Terminal Ltd 21,960,680.22 65,121,449.40
Qingdao Qianwan United Container Terminal Co., Ltd. - 50,000,000.00
Others 216,400.00 448,447.23
Sub-total 343,730,596.66 416,456,942.56
Less: Bad debt provision 343,730.60 416,456.94
Carrying amount 343,386,866.06 416,040,485.62
(2) Significant dividends receivable aged more than 1 year
Whether bad debts
Name of Reason for not being have been incurred
31/12/2023 31/12/2022 Aging
investee recovered and the basis for
determination
Undergoing relevant
formalities, expected to
Nanshan Group 129,549,000.00 111,042,000.00 1-2 years No
be recovered by the end
of 2024
(3) Changes in provision for credit loss of dividends receivable
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Item 12-month expected Total
credit loss (not credit loss (credit-
credit loss
credit-impaired) impaired)
At 1 January 2023 416,456.94 - - 416,456.94
Balance at 1 January 2023
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 - - - -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 - - - -
Provision for the year - - - -
Reversal for the year -72,726.34 - - -72,726.34
Transfer-out due to
derecognition of financial
- - - -
assets (including direct
write-down)
Other changes - - - -
At 31 December 2023 343,730.60 - - 343,730.60
- 82 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.2 Dividends receivable - continued
(4) Details of bad debt provision
Changes for the year
Category 31/12/2022 Recovery or Charge-off or Other 31/12/2023
Provision
reversal write-off changes
Bad debt provision assessed
- - - - - -
on an individual basis
Bad debt provision assessed
416,456.94 - -72,726.34 - - 343,730.60
on a portfolio basis
Total 416,456.94 - -72,726.34 - - 343,730.60
7.3 Other receivables
(1) Aging analysis of other receivables
31/12/2023 31/12/2022
Aging Other Bad debt Proportion Other Bad debt Proportion
receivables provision (%) receivables provision (%)
Within 1 year 261,380,065.65 3,386,613.18 1.30 487,428,214.83 229,150,234.71 47.01
1-2 years 268,634,561.16 189,669,720.48 70.61 192,100,283.58 4,690,780.38 2.44
2-3 years 189,029,374.18 4,675,136.05 2.47 12,444,128.52 9,740,862.33 78.28
More than 3 years 834,322,127.22 759,006,530.55 90.97 844,098,122.57 759,687,263.40 90.00
Total 1,553,366,128.21 956,738,000.26 1,536,070,749.50 1,003,269,140.82
(2) Disclosure of other receivables by nature
Item 31/12/2023 31/12/2022
Operation compensation (Note 1) 857,551,782.45 859,677,826.43
Advance payments 264,603,548.43 295,592,304.09
Land compensation (Note 2) 89,630,000.00 89,630,000.00
Guarantees and deposits 24,853,374.42 26,402,747.81
Special subsidy 24,800,000.00 31,716,257.00
Others 291,927,422.91 233,051,614.17
Sub-total 1,553,366,128.21 1,536,070,749.50
Less: Bad debt provision 956,738,000.26 1,003,269,140.82
Total 596,628,127.95 532,801,608.68
Note 1: It represents the operation compensation receivable by a subsidiary of the Company
from the holding company of its minority shareholder in accordance with the agreement.
As at 31 December 2023, a bad debt provision has been made for the accumulated
outstanding compensation amounting to RMB 857,551,782.45.
Note 2: On 9 October 2021, Zhanjiang Port, a subsidiary of the Company, entered into the
Agreement on Recovery of State-owned Land Use Rights with the local government.
Pursuant to the Agreement, Zhanjiang Port shall return the land of approximately 195.68
mu located in Zhanjiang Comprehensive Bonded Zone on the east of Shugang Avenue,
which is amounting to RMB 89,630,000.00. The above-mentioned land has been
returned before 31 December 2021. As at 31 December 2023, the above-mentioned land
compensation of RMB 89,630,000.00 has not been recovered yet.
- 83 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(3) Provision for credit loss of other receivables
31/12/2023 31/12/2022
Lifetime Lifetime Lifetime Lifetime
Expected credit 12-month 12-month
Credit rating expected credit expected credit expected credit expected credit
loss rate (%) expected credit Total expected credit Total
loss (not credit- loss (credit- loss (not credit- loss (credit-
loss loss
impaired) impaired) impaired) impaired)
A 0.00-0.10 596,631,116.95 - - 596,631,116.95 532,760,873.61 - - 532,760,873.61
B 0.10-0.30 - - - - - - - -
C 0.30-50.00 - - - - - - - -
D 50.00-100.00 - - 956,735,011.26 956,735,011.26 - - 1,003,309,875.89 1,003,309,875.89
Gross carrying amount —— 596,631,116.95 - 956,735,011.26 1,553,366,128.21 532,760,873.61 - 1,003,309,875.89 1,536,070,749.50
Bad debt provision —— 2,989.00 - 956,735,011.26 956,738,000.26 24,451.35 - 1,003,244,689.47 1,003,269,140.82
Carrying amount —— 596,628,127.95 - - 596,628,127.95 532,736,422.26 - 65,186.42 532,801,608.68
Significant other receivables for which bad debt provision is assessed on an individual basis (credit rating of D)
Name 31/12/2023 Bad debt provision ECL rate (%) Reason for provision
Entity 1 857,551,782.45 857,551,782.45 100.00 Expected to be unrecoverable (Note)
Entity 2 64,841,250.09 64,841,250.09 100.00 Expected to be unrecoverable
Entity 3 14,000,000.00 14,000,000.00 100.00 Expected to be unrecoverable
Others 20,341,978.72 20,341,978.72 100.00 Expected to be unrecoverable
Total 956,735,011.26 956,735,011.26 —— ——
Note: Refer to Note (VIII) 7.3(2).
- 84 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(4) Provision, reversal and write-off of credit loss of other receivables
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Item 12-month expected Total
credit loss (not credit loss (credit-
credit loss
credit-impaired) impaired)
At 1 January 2023 24,451.35 - 1,003,244,689.47 1,003,269,140.82
Balance of other receivables
at 1 January 2023
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 - - - -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 6,000.00 - -6,000.00 -
Provision for the year 36,129.03 - 3,459,687.18 3,495,816.21
Reversal for the year -27,462.35 - -47,267,828.40 -47,295,290.75
Effect of changes in the scope of
-36,129.03 - -545,545.45 -581,674.48
consolidation
Charge-off for the year - - - -
Write-off for the year - - -73,074.00 -73,074.00
Other changes - - -2,076,917.54 -2,076,917.54
At 31 December 2023 2,989.00 - 956,735,011.26 956,738,000.26
(5) Details of bad debt provision
Changes for the year 31/12/2023
Effect of
Category 01/01/2023 Recovery or changes in Charge-off Other
Provision
reversal the scope of or write-off changes
consolidation
Bad debt provision
assessed on an 1,003,244,689.47 3,459,687.18 -47,273,828.40 -545,545.45 -73,074.00 -2,076,917.54 956,735,011.26
individual basis
Bad debt provision
assessed on a 24,451.35 36,129.03 -21,462.35 -36,129.03 - - 2,989.00
portfolio basis
Total 1,003,269,140.82 3,495,816.21 -47,295,290.75 -581,674.48 -73,074.00 -2,076,917.54 956,738,000.26
Among which, the bad debt provision recovered or reversed for the period that is significant in
amount is listed as below:
Basis to determine the
Amount recovered original proportion of
Name Reason for retrieve Recovered through
or reversed bad debt provision and
its reasonableness
Improvement in debtor's Based on prior years'
Entity 4 47,169,811.32 Cash
operations financial position
Total 47,169,811.32
- 85 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(6) Write-off of other receivables in the year
Arising from
Procedures related party
Item Nature Amount Reason for write-off
performed transactions or
not
The counterparty was unable to make Write-off upon
Entity 5 Rents receivable 73,074.00 No
payments approval
Total —— 73,074.00 —— —— ——
(7) The top five balances of other receivables at the end of the year classified by debtor
Closing
Proportion to
Name of Relationship with balance of
Nature 31/12/2023 Aging total other
entity the Group provision for
receivables (%)
credit loss
Operation Within 1 year, more
Entity 1 Non-related party 857,551,782.45 55.21 857,551,782.45
compensation than 3 years
Advance Within 1 year, 1-2
Entity 2 Non-related party 122,674,255.48 7.90 -
payments years, 2-3 years
Land
Entity 3 Non-related party 89,630,000.00 2-3 years 5.77 -
compensation
Within 1 year, 1-2
Advance
Entity 4 Non-related party 64,841,250.09 years, 2-3 years, 4.17 64,841,250.09
payments
more than 3 years
Advance
Entity 5 Non-related party 59,698,841.66 Within 1 year 3.84 -
payments
Total —— —— 1,194,396,129.68 —— 76.89 922,393,032.54
8. Inventories
(1) Category of inventories
31/12/2023 31/12/2022
Provision for Provision for
Item Gross carrying Carrying Gross carrying Carrying
decline in value decline in value
amount amount amount amount
of inventories of inventories
Raw materials 217,097,512.98 1,234,628.38 215,862,884.60 196,425,573.04 1,326,130.64 195,099,442.40
Finished goods 2,520,205.91 - 2,520,205.91 17,248,970.37 - 17,248,970.37
Others 515,102.36 - 515,102.36 12,774,408.71 - 12,774,408.71
Total 220,132,821.25 1,234,628.38 218,898,192.87 226,448,952.12 1,326,130.64 225,122,821.48
(2) Provision for decline in value of inventories
Increase Decrease Effect of
translation of
financial
Category 1/1/2023 Reversal or 31/12/2023
Provision Others Others statements
charge-off
denominated in
foreign currencies
Raw materials 1,326,130.64 - - 99,456.13 - 7,953.87 1,234,628.38
- 86 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
8. Inventories - continued
(2) Provision for decline in value of inventories - continued
Provision for decline in value of inventories is made on an item-by-item basis and no provision for
decline in value of inventories is made on a portfolio basis. Provision for decline in value of
inventories is reversed in the current year due to the rebound in value of inventories.
(3) As at 31 December 2023, the Group has no capitalized borrowing cost in the balance of
inventories.
9. Non-current assets due within one year
(1) Presentation of non-current assets due within one year
Item 31/12/2023 31/12/2022
Long-term receivables due within one year 17,468,849.83 903,128,422.35
Less: Bad debt provision 17,468.85 903,128.42
Carrying amount 17,451,380.98 902,225,293.93
(2) Provision for bad debts
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Item 12-month expected Total
credit loss (not credit loss (credit-
credit loss
credit-impaired) impaired)
At 1 January 2023 903,128.42 - - 903,128.42
Gross carrying amount of long-term
receivables at 1 January 2023
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 - - - -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 - - - -
Provision for the year 6,200.00 - - 6,200.00
Reversal for the year -891,859.57 - - -891,859.57
Transfer-out due to
derecognition of financial assets - - - -
(including direct write-down)
Other changes - - - -
At 31 December 2023 17,468.85 - - 17,468.85
(3) Details of bad debt provision
Changes for the year
Category 31/12/2022 Recovery or Charge-off or Other 31/12/2023
Provision
reversal write-off changes
Bad debt provision assessed
903,128.42 6,200.00 -891,859.57 - - 17,468.85
on a portfolio basis
Total 903,128.42 6,200.00 -891,859.57 - - 17,468.85
- 87 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
10. Other current assets
(1) Category of other current assets
Item 31/12/2023 31/12/2022
Input tax to be deducted and certified 115,121,766.13 70,627,183.33
Prepaid taxes 71,771,659.09 98,329,205.73
Others 2,780,075.65 16,946,751.47
Total 189,673,500.87 185,903,140.53
11. Long-term receivables
(1) Details of long-term receivables
31/12/2023 31/12/2022 Range of discount
Item Gross carrying Bad debt Carrying Gross carrying Bad debt Carrying rate at the end of
amount provision amount amount provision amount year
Advances to shareholders (Note 1) 1,167,470,819.35 1,167,470.82 1,166,303,348.53 3,864,736,673.31 3,864,736.67 3,860,871,936.64 3.65%-8.50%
Guarantees for finance leases 10,695,876.01 10,695.88 10,685,180.13 10,659,515.88 10,659.52 10,648,856.36 0-5.37%
Land compensation receivable (Note 2) 2,691,932,000.00 - 2,691,932,000.00 2,692,032,000.00 - 2,692,032,000.00 -
Others 4,996,969.31 - 4,996,969.31 - - - -
Total 3,875,095,664.67 1,178,166.70 3,873,917,497.97 6,567,428,189.19 3,875,396.19 6,563,552,793.00 -
Less: Long-term receivables
17,468,849.83 17,468.85 17,451,380.98 903,128,422.35 903,128.42 902,225,293.93 -
due within 1 year
Long-term receivables due after 1 year 3,857,626,814.84 1,160,697.85 3,856,466,116.99 5,664,299,766.84 2,972,267.77 5,661,327,499.07 -
Note 1: It mainly represents the aggregate principal and interest receivable from Port of Newcastle
and Terminal Link SAS, equivalent to RMB 921,402,438.00 and 211,768,361.35,
respectively.
On 14 June 2018, China Merchants Port Holdings Company ("CM Port"), a subsidiary of
the Company, provided a long-term loan to Port of Newcastle, which matures in 2023 and
has been extended to 31 December 2034 as stipulated in an agreement entered into during
the year. The loan carries interest at a rate of weighted average interest rate on debt as
determined by local authority of Port of Newcastle plus 0.5%.
On 31 May 2023, CM Port, a subsidiary of the Company, provided a long-term loan to
Terminal Link SAS for making additional capital injection to Saigang project and charged
interest to Terminal Link SAS at an interest rate of 6.15%.
Note 2: On 5 November 2019, Shantou CM Port Group Co., Ltd. ("Shantou Port") entered into
the Contract for the Acquisition of State-Owned Land Use Rights in Shantou with Shantou
Land Reserve Center. Pursuant to the contract, the land and attached buildings of
approximately 370.96 mu located in Zhuchi Deepwater Port on the south of Zhongshan
East Road of Shantou should be returned to Shantou Land Reserve Center by Shantou
Port, which is amounting to RMB1,558,032,000.00. Among them, 183.63 mu of land and
attached buildings have been transferred in 2019, and the remaining 187.33 mu of land
and attached buildings have been transferred in 2020. As at 31 December 2023, the land
compensation totalling RMB1,158,032,000.00 has not yet been recovered.
- 88 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
11. Long-term receivables - continued
(1) Details of long-term receivables - continued
Note 2: - continued
On 21 August 2020, Shantou Port entered into the Contract for the Acquisition of State-
Owned Land Use Rights in Shantou with Land Reserve Center of Shantou Haojiang
District. Pursuant to the contract, the land and attached buildings of approximately 152.34
mu located in Yutianwen, Queshi, Haojiang District, Shantou, should be returned to Land
Reserve Center of Shantou Haojiang District by Shantou Port, which is amounting to
RMB250,000,000.00. The transfer of above-mentioned land and attached buildings was
completed before 31 December 2020. As at 31 December 2023, the land compensation
totalling RMB200,000,000.00 has not yet been recovered.
On 22 December 2020, Shantou Port entered into the Contract for the Acquisition of State-
Owned Land Use Rights in Shantou with Shantou Land Reserve Center. Pursuant to the
contract, the land and attached buildings of approximately 648.78 mu located in Zhuchi
Deepwater Port of Shantou should be returned to Shantou Land Reserve Center by
Shantou Port, which is amounting to RMB2,724,876,000.00. Among them, 320 mu of
land and attached buildings were transferred by 31 December 2020, which is amounting
to RMB1,344,000,000.00, and the remaining 328.78 mu of land and attached buildings
have not been transferred. As at 31 December 2023, the land compensation totalling RMB
1,333,900,000.00 has not yet been recovered.
(2) Long-term receivables disclosed by method of bad debt provision
31 December 2023 31 December 2022
Gross carrying amount Bad debt provision Gross carrying amount Bad debt provision
Category Carrying
Proportion Proportion Proportion Proportion Carrying amount
Amount Amount amount Amount Amount
(%) (%) (%) (%)
Bad debt provision assessed
3,875,095,664.67 100.00 1,178,166.70 0.03 3,873,917,497.97 6,567,428,189.19 100.00 3,875,396.19 0.06 6,563,552,793.00
on a portfolio basis
Total 3,875,095,664.67 100.00 1,178,166.70 —— 3,873,917,497.97 6,567,428,189.19 100.00 3,875,396.19 —— 6,563,552,793.00
Bad debt provision assessed on a portfolio basis
31 December 2023
Name
Accounts receivable Bad debt provision Proportion (%)
A 3,875,095,664.67 1,178,166.70 0.03
Total 3,875,095,664.67 1,178,166.70 ——
- 89 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
11. Long-term receivables - continued
(3) Provision for credit loss of long-term receivables
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Item 12-month expected Total
credit loss (not credit loss (credit-
credit loss
credit-impaired) impaired)
At 1 January 2023 3,875,396.19 - - 3,875,396.19
Gross carrying amount of
long-term receivables
at 1 January 2023
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 - - - -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 - - - -
Provision for the year 921,438.82 - - 921,438.82
Reversal for the year -3,618,668.31 - - -3,618,668.31
Charge-off for the year - - - -
Write-off for the year - - - -
Other changes - - - -
At 31 December 2023 1,178,166.70 - 1,178,166.70
(4) Details of bad debt provision
Changes for the year
Effect of
Category 1/1/2023 Recovery or Charge-off or changes in the 31/12/2023
Provision
reversal write-off scope of
consolidation
Advances to shareholders 3,864,736.67 921,402.46 -3,618,668.31 - - 1,167,470.82
Guarantees for finance
10,659.52 36.36 - - - 10,695.88
leases
Land compensation
- - - - - -
receivable
Others - - - - - -
Total 3,875,396.19 921,438.82 -3,618,668.31 - - 1,178,166.70
(5) There are no long-term receivables written off during the year.
- 90 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Long-term equity investments
(1) Details of long-term equity investments
Changes for the year
Effect of Closing
Reconciliation
Accounting Investment Cash dividends Provision translation of balance of
Investees 31/12/2022 of other Other equity 31/12/2023
method Increase Decrease income under or profits Others for financial statements provision for
comprehensive movements
equity method declared impairment denominated in impairment
income
foreign currencies
I. Joint ventures
Euro-Asia Oceangate S.àr.l. Equity method 2,787,204,745.37 - - 186,208,262.73 -847,649,041.64 - -123,177,188.28 - - 43,254,636.78 2,045,841,414.96 -
Port of Newcastle Equity method 2,048,681,775.65 - - -10,864,327.20 -22,300,558.83 - - - - 59,506,810.29 2,075,023,699.91 -
Others Equity method 4,880,906,534.70 5,720,923.74 -33,913,627.22 221,260,745.53 -9,322,791.00 -1,228,997.17 -239,356,160.34 - - 13,061,592.11 4,837,128,220.35 -
Sub-total 9,716,793,055.72 5,720,923.74 -33,913,627.22 396,604,681.06 -879,272,391.47 -1,228,997.17 -362,533,348.62 - - 115,823,039.18 8,957,993,335.22 -
II. Associates
Shanghai International Port (Group)
Co., Ltd. (hereinafter referred to Equity method 34,171,898,201.17 - - 3,700,844,097.27 -15,345,010.77 269,871,649.40 -914,383,798.30 - - - 37,212,885,138.77 -
as "Shanghai Port Group")
Nanshan Group Equity method 6,377,197,726.21 - - 214,805,574.66 43,279,577.18 757,245.35 -74,028,000.00 - - -2,767,082.88 6,559,245,040.52 -
Terminal Link SAS Equity method 6,395,609,168.37 - - 221,059,137.39 110,006,179.63 - -381,826,231.04 - - 108,192,659.85 6,453,040,914.20 -
Liaoning Port Co., Ltd. ("Liaoning Port")
Equity method 4,021,162,878.74 - - 151,571,456.52 1,605,319.83 2,186,919.86 -47,236,402.20 - - -5,132,381.49 4,124,157,791.26 359,989,686.74
（Note）
Shenzhen China Merchants Qianhai
Equity method 7,403,186,521.01 - - 42,538,797.17 - - - - - - 7,445,725,318.18 -
Industrial Development Co., Ltd.
Ningbo Zhoushan Port Company Limited
Equity method 17,974,630,545.05 - - 1,049,986,813.85 20,609,205.32 -23,196,655.58 -390,875,794.33 - - - 18,631,154,114.31 -
("Ningbo Zhoushan")
Others Equity method 6,303,815,822.78 892,560,547.98 -5,123,348.92 201,597,028.04 -15,914,070.05 -191,087.11 -128,730,841.44 - - 33,902,072.53 7,281,916,123.81 2,344,389.02
Sub-total 82,647,500,863.33 892,560,547.98 -5,123,348.92 5,582,402,904.90 144,241,201.14 249,428,071.92 -1,937,081,067.31 - - 134,195,268.01 87,708,124,441.05 362,334,075.76
Total 92,364,293,919.05 898,281,471.72 -39,036,976.14 5,979,007,585.96 -735,031,190.33 248,199,074.75 -2,299,614,415.93 - - 250,018,307.19 96,666,117,776.27 362,334,075.76
Note: The provision for the impairment of Liaoning Port is made in previous years. No evidence of impairment was found this year, and no
impairment test was conducted.
- 91 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Long-term equity investments - continued
(2) Impairment testing of significant long-term equity investments
The recoverable amount is determined at the present value of expected future cash flows
Basis to determine the
Recoverable Projection Key parameters for Basis to determine the key
Item Carrying amount parameters for projection Key parameters for steady period
amount period projection period parameters for steady period
period
The discount rate is a pre-tax
discount rate that reflects the
Terminal Link Pre-tax discount rate, Perpetual growth rate, Forward inflation rate published by
6,453,040,914.20 7,453,973,943.83 5 years specific risks of the
SAS(note) 7.8%~12.2% 1.559%~5.010% BNP Paribas
underlying asset group or
combination of asset groups
Note: The Terminal Link SAS Asset Group consists of five asset groups which are tested for impairment during the year with no impairment identified.
- 92 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Investments in other equity instruments
(1) Details of investments in other equity instruments
Changes for the year
Reasons for
Gains Losses Accumulated Accumulated
Dividend designation as at
included in included in Effect of gains included in losses included
income fair value through
Item 1/1/2023 other other changes in the 31/12/2023 other in other
Addition Reduction recognized for other
comprehensi comprehen scope of comprehensive comprehensive
the year comprehensive
ve income for sive income consolidation income income
income
the year for the year
It is a non-trading
China Ocean Shipping Agency
144,301,178.28 - - 3,387,985.97 - - 147,689,164.25 20,056,500.00 134,179,164.25 - equity instrument
Shenzhen Co., Ltd.
investment
It is a non-trading
Others 27,644,096.74 - - 33,084.28 -215,602.37 -17,689,094.74 9,772,483.91 - 3,873,283.91 -3,128,300.00 equity instrument
investment
Total 171,945,275.02 - - 3,421,070.25 -215,602.37 -17,689,094.74 157,461,648.16 20,056,500.00 138,052,448.16 -3,128,300.00 ——
(2) There are no other equity instruments derecognized for the year.
Accumulated gains transferred to Accumulated losses transferred to
Item Reason for derecognition
retained earnings due to derecognition retained earnings due to derecognition
Others - - Changes in the scope of consolidation
Total - - ——
- 93 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
14. Other non-current financial assets
Item 31/12/2023 31/12/2022
Financial assets at FVTPL 877,576,442.83 1,745,740,896.41
Including: Investments in equity instruments 877,576,442.83 1,745,740,896.41
Including: Antong Holdings Co., Ltd.
- 950,321,309.06
("Antong Holdings") (Note)
Qingdao Port International Co., Ltd. 850,222,729.23 767,553,775.66
Others 27,353,713.60 27,865,811.69
Note: As at 31 December 2023, the Company and Zhanjiang Zhongli Ocean Shipping Tally Co.,
Ltd., a subsidiary of the Company, together hold 6.83% equity interest in Antong Holdings
and has appointed one director to Antong Holdings. Therefore, the Company has significant
influence over Antong Holdings and has changed its equity investment in Antong Holdings
from other non-current financial assets to long-term equity investments in an associate.
15. Investment properties
(1) Investment properties measured at cost
Buildings and
Item Land use rights Total
structures
I. Cost
1. At 1 January 2023 128,269,825.38 6,177,602,852.51 6,305,872,677.89
2. Increase for the year 8,388,170.37 13,843,232.32 22,231,402.69
(1) Purchases - 1,002,852.62 1,002,852.62
(2) Transfer from fixed assets - 12,840,379.70 12,840,379.70
(3) Transfer from intangible assets 8,388,170.37 - 8,388,170.37
3. Decrease for the year - - -
4. At 31 December 2023 136,657,995.75 6,191,446,084.83 6,328,104,080.58
II. Accumulated depreciation
and amortization
1. At 1 January 2023 43,054,991.58 1,139,127,566.75 1,182,182,558.33
2. Increase for the year 4,514,324.10 183,032,229.36 187,546,553.46
(1) Provision for the year 2,571,200.74 180,261,875.48 182,833,076.22
(2) Transfer from fixed assets - 2,770,353.88 2,770,353.88
(3) Transfer from intangible assets 1,943,123.36 - 1,943,123.36
3. Decrease for the year - - -
4. At 31 December 2023 47,569,315.68 1,322,159,796.11 1,369,729,111.79
III. Impairment provision
1. At 1 January 2023 - - -
2. Increase for the year - - -
3. Decrease for the year - - -
4. At 31 December 2023 - - -
IV. Carrying amount
1. At 31 December 2023 89,088,680.07 4,869,286,288.72 4,958,374,968.79
2. At 1 January 2023 85,214,833.80 5,038,475,285.76 5,123,690,119.56
- 94 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
15. Investment properties - continued
(2) Investment properties without ownership certificates
Carrying amount at Carrying amount at Reasons for not obtaining Expected time of
Item
31/12/2023 31/12/2022 certificate of title completion
Some buildings and structures
Buildings, structures, The certificate of title is
24,363,424.74 24,008,665.10 have not yet obtained
and land use rights underway
certificates of land use rights
16. Fixed assets
16.1 Summary of fixed assets
Item 31/12/2023 31/12/2022
Fixed assets 28,986,501,937.59 32,033,317,707.66
Disposal of fixed assets 36,388.76 8,375.84
Total 28,986,538,326.35 32,033,326,083.50
16.2 Fixed assets
(1) Details of fixed assets
Machinery and
Port and terminal Buildings and equipment, Motor vehicles and
Item Total
facilities structures furniture, fixture cargo ships
and other equipment
I. Cost —— —— —— —— ——
1. At 1 January 2023 33,376,255,522.14 2,027,195,029.06 17,467,174,796.88 2,314,581,094.83 55,185,206,442.91
2. Increase for the year 355,653,533.35 5,819,641.52 946,224,073.20 15,977,020.14 1,323,674,268.21
(1) Purchase 37,782,655.58 31,964.06 322,325,677.27 13,660,825.82 373,801,122.73
(2) Transfer from development expenditure 6,341,635.07 - 8,723,850.63 - 15,065,485.70
(3) Transfer from construction in progress 311,529,242.70 1,453,075.86 344,378,153.65 2,316,194.32 659,676,666.53
(4) Transfer from right-of-use assets - - 270,796,391.65 - 270,796,391.65
(5) Transfer from other accounts - 4,334,601.60 - - 4,334,601.60
3. Decrease for the year 2,763,230,873.66 261,672,874.02 1,842,920,457.17 60,681,086.42 4,928,505,291.27
(1) Disposal or retirement 42,219,921.65 16,064,482.96 139,255,106.92 52,104,672.51 249,644,184.04
(2) Transfer to investment properties - 12,840,379.70 - - 12,840,379.70
(3) Effect of changes in the scope of consolidation 2,720,840,274.13 232,768,011.36 1,701,179,778.57 8,576,413.91 4,663,364,477.97
(4) Transfer to right-of-use assets 170,677.88 - 2,485,571.68 - 2,656,249.56
4. Adjustments to the amount carried forward -1,058,728.12 - 184,445.13 83,718.00 -790,564.99
5. Reclassification -57,793,950.52 51,434,642.27 6,359,308.25 - -
6. Effect of translation of financial statements
227,485,569.31 2,918,280.50 164,288,140.60 13,423,975.49 408,115,965.90
denominated in foreign currencies
7. At 31 December 2023 31,137,311,072.50 1,825,694,719.33 16,741,310,306.89 2,283,384,722.04 51,987,700,820.76
II. Accumulated depreciation —— —— —— —— ——
1. At 1 January 2023 10,720,998,321.19 635,722,974.00 10,636,302,077.50 1,095,290,493.80 23,088,313,866.49
2. Increase for the year 963,017,607.23 78,532,518.38 930,468,443.58 108,868,177.01 2,080,886,746.20
(1) Provision 963,017,607.23 74,197,916.78 837,465,030.34 108,868,177.01 1,983,548,731.36
(2) Transfer from right-of-use assets - - 93,003,413.24 - 93,003,413.24
(3) Transfer from other accounts - 4,334,601.60 - - 4,334,601.60
3. Decrease for the year 1,131,042,660.07 90,575,216.73 1,243,641,341.44 55,932,196.77 2,521,191,415.01
(1) Disposal or retirement 31,267,071.50 14,971,013.85 121,150,414.20 49,154,025.33 216,542,524.88
(2) Transfer to investment properties - 2,770,353.88 - - 2,770,353.88
(3) Effect of changes in the scope of consolidation 1,099,775,588.57 72,833,849.00 1,122,490,927.24 6,778,171.44 2,301,878,536.25
4. Reclassification -1,509,396.69 625,422.16 883,974.53 - -
5. Effect of translation of financial statements
46,017,171.79 713,896.63 88,553,012.49 4,401,121.50 139,685,202.41
denominated in foreign currencies
6. At 31 December 2023 10,597,481,043.45 625,019,594.44 10,412,566,166.66 1,152,627,595.54 22,787,694,400.09
III. Impairment provision —— —— —— —— ——
1. At 1 January 2023 57,546,986.63 5,985,164.85 42,717.28 - 63,574,868.76
2. Increase for the year 138,917,159.59 3,429,362.62 7,577,097.23 - 149,923,619.44
3. Disposal or retirement for the year - - - - -
4. Effect of translation of financial statements
- - 5,994.88 - 5,994.88
denominated in foreign currencies
5. At 31 December 2023 196,464,146.22 9,414,527.47 7,625,809.39 - 213,504,483.08
IV. Carrying amount —— —— —— —— ——
1. At 31 December 2023 20,343,365,882.83 1,191,260,597.42 6,321,118,330.84 1,130,757,126.50 28,986,501,937.59
2. At 1 January 2023 22,597,710,214.32 1,385,486,890.21 6,830,830,002.10 1,219,290,601.03 32,033,317,707.66
- 95 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
16. Fixed assets - continued
16.2 Fixed assets - continued
(2) The Group has no fixed assets that are temporarily idle as at 31 December 2023.
(3) Fixed assets leased out under operating leases
Carrying amount at Carrying amount at
Item
31/12/2023 31/12/2022
Buildings and structures 190,979,949.85 196,480,507.61
Port and terminal facilities 35,709,105.32 33,260,157.31
Machinery and equipment, furniture, fixture and other equipment 5,012,091.76 7,920,761.45
Total 231,701,146.93 237,661,426.37
(4) Fixed assets without ownership certificates
Carrying amount at Carrying amount at
Item Remark
31/12/2023 31/12/2022
This is mainly due to the fact that certain buildings
Buildings, structures,
and structures have not yet obtained the land use
port and terminal 1,539,024,375.12 1,786,308,720.95
rights of the corresponding land and the approval
facilities
procedures have not yet been completed.
(5) Details of fixed assets depreciated but still in use and temporarily idle at the end of the year,
and fixed assets disposed and retired in the year:
Item Amount Remark
Cost of fixed assets fully depreciated but still in use
4,947,824,713.22
at the end of the year
Cost of fixed assets temporarily idle at the end of the year -
Fixed assets disposed and retired in the year: —— ——
Including: Cost of fixed assets disposed and retired in the year 249,644,184.04
Net book value of fixed assets disposed and retired in the year 33,101,659.16
Loss on disposal or retirement of fixed assets in the year 18,876,795.60
(6) The details of the Group's fixed assets with restricted ownership as at 31 December 2023
are set out in Note (VIII) 64.
(7) Impairment testing of fixed assets
The recoverable amount is determined at the present value of expected future cash flows
Key parameters Key Basis to determine the
Carrying Recoverable Amount of Projection
Item for projection parameters for key parameters for
amount amount impairment period
period steady period steady period
Perpetual China's forward inflation
Zhoushan RoRo Asset Pre-tax discount
397,078,829.12 208,048,600.00 189,030,229.12 10 years growth rate, rate published by the
Group (Note) rate, 12.01%
2.20% World Bank
Total 397,078,829.12 208,048,600.00 189,030,229.12 —— —— —— ——
- 96 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
16. Fixed assets - continued
16.2 Fixed assets - continued
(7) Impairment testing of fixed assets - continued
Note: Zhoushan RoRo Asset Group include fixed assets and intangible assets, of which fixed
assets are impaired at the amount of RMB 147,557,081.15 and intangible assets are
impaired at the amount of RMB 41,473,147.97.
16.3 Disposal of fixed assets
Item 31/12/2023 31/12/2022
Machinery and equipment, furniture, fixture
36,388.76 8,375.84
and other equipment
Total 36,388.76 8,375.84
17. Construction in progress
(1) Presentation of construction in progress
Item 31/12/2023 31/12/2022
Construction in progress 2,907,014,186.24 2,405,872,478.61
Materials for construction of fixed assets 2,803,095.22 7,971,929.03
Total 2,909,817,281.46 2,413,844,407.64
(2) Details of construction in progress
31/12/2023 31/12/2022
Item Gross carrying Provision for Carrying Gross carrying Provision for Carrying
amount impairment amount amount impairment amount
Port and terminal
2,380,800,758.33 - 2,380,800,758.33 1,991,321,268.14 - 1,991,321,268.14
facilities
Infrastructure 252,638,193.22 - 252,638,193.22 201,444,537.67 - 201,444,537.67
Berths and yards 178,174,354.90 - 178,174,354.90 18,728,577.14 - 18,728,577.14
Cargo ships under
1,726,548.68 - 1,726,548.68 - - -
construction
Others 93,674,331.11 - 93,674,331.11 194,378,095.66 - 194,378,095.66
Total 2,907,014,186.24 - 2,907,014,186.24 2,405,872,478.61 - 2,405,872,478.61
- 97 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Construction in progress - continued
(3) The top ten balances of construction in progress
Effect of
translation of Proportion of Interest
Amount of Including:
Other financial accumulated capitalizatio
Increase for Transfer to Construction accumulated Capitalized Capital
Item Budget amount 31/12/2022 decreases for statements 31/12/2023 construction n rate for
the year fixed assets progress (%) capitalized interest for source
the year denominated investment in the current
interest the year
in foreign budget (%) year (%)
currencies
Reconstruction project of HIPG Own funds
2,817,485,265.02 817,365,084.37 - - - 13,860,209.69 831,225,294.06 57.68 57.68 942,888.05 - -
container, oil terminal and tank area and loans
Phase I project for the stuffing and
Own funds
destuffing service area of Baoman Port 683,007,100.00 269,045,354.01 227,860,991.66 - - - 496,906,345.67 72.75 72.75 29,908,415.82 10,355,373.62 3.50
and loans
Area, Zhanjiang Port
General cargo terminal project at
Own funds
Donghai Island Port Area of 905,348,400.00 448,877,835.04 67,384.80 - - - 448,945,219.84 49.59 49.59 44,364,372.49 - -
and loans
Zhanjiang Port
Phase I expansion project for the
Own funds
container terminal at Baoman Port Area, 2,342,775,800.00 191,463,684.57 37,101,454.78 - - - 228,565,139.35 9.76 9.76 1,011,370.60 57,750.00 3.30
and loans
Zhanjiang Port
TCP tire-type container crane project 211,491,137.08 16,222,603.92 138,123,291.50 6,430,507.98 - 6,438,252.61 154,353,640.05 76.02 76.02 - - - Own funds
Subsequent construction work in progress at
84,992,400.00 28,006,814.86 56,051,165.83 16,985,386.70 3,212,066.78 657,829.52 64,518,356.73 99.67 99.67 - - - Own funds
HIPG terminal
Back land reclamation project on
Haidagan Bulk Yard and Supporting 82,400,000.00 60,576,339.80 1,674,220.80 - - - 62,250,560.60 75.55 75.55 - - - Own funds
Facilities and Liquid Bulk Berth
Installation project of bucket-wheel stacker Own funds
74,800,000.00 51,551,526.93 837,359.25 - - - 52,388,886.18 70.04 70.04 2,671,994.44 837,359.25 3.50
reclaimer, Zhanjiang Port and loans
AMPLIACAO PLATAFORMAS REEFER 71,524,388.49 - 53,555,672.30 6,045,103.81 - 1,479,878.70 48,990,447.19 76.95 76.95 - - - Own funds
Dachanwan phase II project 918,521,317.23 24,872,917.72 21,319,643.76 - - - 46,192,561.48 5.03 5.03 - - - Own funds
Total 8,192,345,807.82 1,907,982,161.22 536,591,184.68 29,460,998.49 3,212,066.78 22,436,170.52 2,434,336,451.15 —— —— 78,899,041.40 11,250,482.87 ——
- 98 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Construction in progress - continued
(4) Materials for construction of fixed assets
31/12/2023 31/12/2022
Gross Gross
Item Provision for Carrying Provision for Carrying
carrying carrying
impairment amount impairment amount
amount amount
Materials for construction
2,803,095.22 - 2,803,095.22 7,971,929.03 - 7,971,929.03
of fixed assets
(5) Impairment testing of construction in progress
The recoverable amount is determined at the present value of expected future cash flows
Key Basis to
Key
Carrying Recoverable Amount of Projection parameters for determine the
Item parameters for
amount amount impairment period projection key parameters
steady period
period for steady period
Consult the expected
Pre-tax discount Perpetual
HIPG Asset Group 9,116,161,496.49 51,365,680,683.52 - 5 years growth rate of the
rate, 7.55% growth rate, 7%
industry
Total 9,116,161,496.49 51,365,680,683.52 -
18. Right-of-use assets
（1） Details of right-of-use assets
Machinery and
Motor
Port and equipment,
Buildings and vehicles, cargo
Item terminal furniture, Land use rights Total
structures ships and
facilities fixture and
others
other equipment
I. Cost —— —— —— —— —— ——
1. At 1 January 2023 7,414,725,804.49 174,746,285.16 361,404,132.03 2,833,468,093.15 15,456,422.12 10,799,800,736.95
2. Increase for the year 126,996,462.16 47,184,328.34 5,908,348.40 314,033,487.98 5,119,357.99 499,241,984.87
(1) Purchase 126,825,784.28 47,184,328.34 3,422,776.72 314,033,487.98 5,119,357.99 496,585,735.31
(2) Others 170,677.88 - 2,485,571.68 - - 2,656,249.56
3. Decrease for the year 83,575,652.80 14,851,420.78 277,492,044.42 - 8,251,408.84 384,170,526.84
(1) Termination of lease 83,575,652.80 13,723,966.87 6,695,652.77 - 8,251,408.84 112,246,681.28
(2) Decrease due to change in the
- 1,127,453.91 - - - 1,127,453.91
scope of consolidation
(3) Transfer to fixed assets - - 270,796,391.65 - - 270,796,391.65
4. Effect of translation of financial
statements denominated in foreign 104,207,338.95 2,294,309.58 594,918.95 49,298,269.33 - 156,394,836.81
currencies
5. At 31 December 2023 7,562,353,952.80 209,373,502.30 90,415,354.96 3,196,799,850.46 12,324,371.27 11,071,267,031.79
II. Accumulated depreciation —— —— —— —— —— ——
1. At 1 January 2023 940,705,350.30 59,749,857.79 119,454,049.67 326,945,093.98 10,304,162.88 1,457,158,514.62
2. Increase for the year 262,536,189.49 24,038,515.68 20,649,140.40 46,180,031.37 4,099,083.51 357,502,960.45
(1) Provision 262,536,189.49 24,038,515.68 20,649,140.40 46,180,031.37 4,099,083.51 357,502,960.45
3. Decrease for the year 80,201,819.61 14,365,794.00 99,372,627.07 - 8,251,408.84 202,191,649.52
(1) Termination of lease 80,201,819.61 13,538,700.80 6,369,213.83 - 8,251,408.84 108,361,143.08
(2) Transfer to fixed assets - - 93,003,413.24 - - 93,003,413.24
(3) Decrease due to change in the
- 827,093.20 - - - 827,093.20
scope of consolidation
4. Effect of translation of financial
statements denominated in foreign 10,472,990.85 495,286.98 558,342.85 5,602,274.34 - 17,128,895.02
currencies
5. At 31 December 2023 1,133,512,711.03 69,917,866.45 41,288,905.85 378,727,399.69 6,151,837.55 1,629,598,720.57
III. Impairment provision —— —— —— —— —— ——
1. At 1 January 2023 - - - - - -
2. Increase for the year - - - - - -
3. Decrease for the year - - - - - -
4. At 31 December 2023 - - - - - -
IV. Carrying amount —— —— —— —— —— ——
1. At 31 December 2023 6,428,841,241.77 139,455,635.85 49,126,449.11 2,818,072,450.77 6,172,533.72 9,441,668,311.22
2. At 1 January 2023 6,474,020,454.19 114,996,427.37 241,950,082.36 2,506,522,999.17 5,152,259.24 9,342,642,222.33
- 99 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
19. Intangible assets
(1) Details of intangible assets
Terminal
Item Land use rights Others Total
management rights
I. Cost —— —— —— ——
1. At 1 January 2023 15,314,517,408.67 9,033,916,504.04 1,500,585,297.68 25,849,019,210.39
2. Increase for the year 4,829,976.87 70,899,565.34 210,116,533.73 285,846,075.94
(1) Purchase 4,707,118.86 70,899,565.34 204,248,227.46 279,854,911.66
(2) Transfer from R&D expenditure - - 279,255.32 279,255.32
(3) Other increase 122,858.01 - 5,589,050.95 5,711,908.96
3. Decrease for the year 1,391,040,555.28 - 97,786,230.03 1,488,826,785.31
(1) Disposal 117,561,406.55 - 12,263,934.48 129,825,341.03
(2) Effect of changes in the scope of
1,242,052,238.36 - 85,144,042.52 1,327,196,280.88
consolidation
(3) Transfer to investment properties 8,388,170.37 - - 8,388,170.37
(4) Other decrease 23,038,740.00 - 378,253.03 23,416,993.03
4. Effect of translation of financial
statements denominated in foreign 3,238,376.56 614,328,132.15 55,732,509.00 673,299,017.71
currencies
5. At 31 December 2023 13,931,545,206.82 9,719,144,201.53 1,668,648,110.38 25,319,337,518.73
II. Accumulated amortization —— —— —— ——
1. At 1 January 2023 4,096,452,545.66 1,897,700,710.79 562,263,716.23 6,556,416,972.68
2. Increase for the year 337,512,145.19 265,684,203.80 83,683,325.73 686,879,674.72
(1) Provision 337,512,145.19 265,684,203.80 83,683,325.73 686,879,674.72
(2) Other increase - - - -
3. Decrease for the year 136,784,782.90 - 70,286,984.40 207,071,767.30
(1) Disposal 24,240,728.18 - 12,642,187.51 36,882,915.69
(2) Transfer to investment properties 1,943,123.36 - - 1,943,123.36
(3) Effect of changes in the scope of
110,600,931.36 - 57,644,796.89 168,245,728.25
consolidation
(4) Other decrease - - - -
4. Effect of translation of financial
statements denominated in foreign 1,454,778.05 131,353,162.92 20,232,242.87 153,040,183.84
currencies
5. At 31 December 2023 4,298,634,686.00 2,294,738,077.51 595,892,300.43 7,189,265,063.94
III. Impairment provision —— —— —— ——
1. At 1 January 2023 15,537,122.10 - - 15,537,122.10
2. Increase for the year 28,662,259.14 - 12,810,888.83 41,473,147.97
3. Decrease for the year - - - -
4. At 31 December 2023 44,199,381.24 - 12,810,888.83 57,010,270.07
IV. Carrying amount —— —— —— ——
1. At 31 December 2023 9,588,711,139.58 7,424,406,124.02 1,059,944,921.12 18,073,062,184.72
2. At 1 January 2023 11,202,527,740.91 7,136,215,793.25 938,321,581.45 19,277,065,115.61
(2) Land use rights without ownership certificates as at 31 December 2023:
Carrying amount Carrying amount
Item
at 31/12/2023 at 31/12/2022
Land use rights (Note) 2,374,139,495.63 2,511,195,386.58
- 100 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
19. Intangible assets - continued
(2) Land use rights without ownership certificates as at 31 December 2023: - continued
Note: At 31 December 2023, the land use rights without ownership certificates mainly represent
the land use rights for berth and storage yard within Chiwan Port area obtained by the Group
from Nanshan Group, with an area of 691,828.56 m2, and Dachanwan Port area Phase II
land use rights obtained by ASJ, the costs of which are RMB 1,179,949,191.44 and RMB
918,521,317.23 respectively.
The land use rights for berth and storage yard within Chiwan Port area obtained by the
Group from Nanshan Group represent the capital contribution from Nanshan Group to the
Company upon restructuring of the Company, while the remaining land use rights are
obtained from Nanshan Group by way of long-term lease. Up to date, Nanshan Group has
not yet obtained the land use rights in respect of the lands within Chiwan watershed,
including aforementioned capital contribution and land lease to the Group, therefore, the
Group cannot obtain the ownership certificate for relevant land and buildings on such land.
The Company's management understood that Nanshan Group is negotiating with relevant
government departments regarding the historical issues, and the date when the Group can
obtain the ownership certificate of relevant land and buildings on such land cannot be
estimated reliably.
ASJ is negotiating with relevant government departments for handling the ownership
certificates of Dachanwan Port area Phase II land use rights obtained by it.
(3) Impairment testing of intangible assets
Refer to Note (VIII), 16.2 (7) for details.
20. Goodwill
(1) Details of goodwill
Effect of translation
of financial
Investee Sources 31/12/2022 Increase Decrease statements 31/12/2023
denominated in
foreign currencies
TCP Acquisition of equity 2,716,399,522.38 - - 270,072,549.76 2,986,472,072.14
Mega Shekou Container
Acquisition of equity 1,815,509,322.42 - - - 1,815,509,322.42
Terminals Limited ("Mega SCT")
CM Port Acquisition of equity 993,992,000.00 - - - 993,992,000.00
Shantou Port Acquisition of equity 552,317,736.65 - - - 552,317,736.65
Zhanjiang Port Acquisition of equity 418,345,307.68 - - - 418,345,307.68
Shenzhen Mawan Project Acquisition of equity 408,773,001.00 - - - 408,773,001.00
Ningbo Daxie Container Terminal
Co., Ltd. (formerly known as Ningbo Consolidation of associate
188,497,194.41 - 188,497,194.41 - -
Daxie China Merchants International into subsidiary
Terminals Co. Ltd.) ("Ningbo Daxie")
Others Acquisition of equity 288,255,850.88 - - - 288,255,850.88
Sub-total —— 7,382,089,935.42 - 188,497,194.41 270,072,549.76 7,463,665,290.77
Provision for impairment of goodwill —— 970,663,044.33 - - - 970,663,044.33
Total —— 6,411,426,891.09 - 188,497,194.41 270,072,549.76 6,493,002,246.44
- 101 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
20. Goodwill - continued
(2) Provision for impairment of goodwill
Effect of
translation of
financial
Investee 31/12/2022 Provision Decrease 31/12/2023
statements
denominated in
foreign currencies
Zhanjiang Port 418,345,307.68 - - - 418,345,307.68
Shantou Port 552,317,736.65 - - - 552,317,736.65
Total 970,663,044.33 - - - 970,663,044.33
(3) Information of asset groups or portfolio of asset groups to which the goodwill belongs
Composition of asset groups or portfolio of asset Is it consistent with that of the
Name
groups to which it is allocated and its basis prior year?
TCP Yes
Mega SCT The Group identifies asset groups or portfolio of asset Yes
groups based on their ability to generate cash inflows
CM Port Yes
independently, the manner in which they manage their
Shantou Port Yes
production and operating activities (primarily by
Zhanjiang Port Yes
geographic region), and the unified decision-making on
Shenzhen Mawan Project use or disposal of assets. Yes
Others Yes
When testing the goodwill for impairment, the Group compares the carrying amount of related asset
groups and portfolio of asset groups (including goodwill) with the recoverable amount. If the
recoverable amount is less than the carrying amount, the difference is included in profit or loss for
the period. The Group determines the recoverable amount of the asset groups and portfolio of asset
groups that generate goodwill at fair value less cost of disposal or at present value of expected future
cash flows. The fair value is determined using market approach. The present value of cash flows is
estimated based on the forecast of cash flows for 5 years to 25 years detailed forecast period and
subsequent forecast period. The estimated future cash flows for the detailed forecast period are
based on the business plan established by the management; the expected future cash flows for the
subsequent forecast period are determined in conjunction with the level of the final year of the
detailed forecast period, combined with the Group's business plans, industry trends and inflation
rates. The growth rate adopted will not exceed the long-term average growth rate of the country
where the asset groups and portfolio of asset groups are located. The key assumptions used by the
Group in estimating the present value of future cash flows include growth rate and discount rate etc.
The pre-tax discount rate and the growth rate for subsequent forecast period adopted in 2023 are
10.97%-21.99% and 2.20%-3.02% respectively. The parameters of key assumptions determined by
the Group's management are in line with the Group's historical experience or external source of
information.
- 102 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
20. Goodwill - continued
(4) Specific method for determination of recoverable amount
The recoverable amount is determined at the present value of expected future cash flows
Key parameters for projection Basis to determine the key parameters Key parameters for steady Basis to determine the key parameters for steady
Item Projection period
period for projection period period period
1. Pre-tax discount rate: 12.23% 1. The discount rate is a pre-tax discount 1. Pre-tax discount rate: 12.23% 1. The discount rate is a pre-tax discount rate that
2. Average revenue growth rate for rate that reflects the specific risks of the 2. Average revenue growth rate reflects the specific risks of the underlying asset
Mega SCT 5 years projection period: 3.35% underlying asset group or combination for steady period: 2.20% group or combination of asset groups.
3. Average profit margin for of asset groups. 3. Average profit margin for 2. Average revenue growth rate for steady period:
projection period: 37.58% 2. Average revenue growth rate for steady period: 42.89% China's forward inflation rate published by the
projection period and average profit World Bank (TCP refers to Brazil's forward inflation
1. Pre-tax discount rate: 21.99% 1. Pre-tax discount rate: 21.99%
margin for projection period: Taking rate published by the World Bank)
2. Average revenue growth rate for 2. Average revenue growth rate
into account comprehensive factors such 3. Average profit margin for steady period: Taking
TCP 25 years projection period: 5.36% for steady period: 3.02%
as each company's business operations, into account comprehensive factors such as each
3. Average profit margin for 3. Average profit margin for
performance, key financial indicators company's business operations, performance, key
projection period: 53.33% steady period: 54.81%
and market environment financial indicators and market environment
- 103 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
21. Long-term prepaid expenses
Presentation of long-term prepaid expenses:
Effect of
Reason for
changes in Increase for Amortization Other
Item 31/12/2022 31/12/2023 other
the scope of the year in the year decreases
decreases
consolidation
Tonggu channel widening project
455,446,696.75 - - 14,449,031.76 - 440,997,664.99 ——
(Note 1)
Reclassify to
West public channel widening
249,437,402.87 - - 9,919,028.64 1,538,430.04 237,979,944.19 dredging
project at West port area (Note 2)
project
Dredging project 69,760,419.37 - 26,871,419.28 17,342,403.61 - 79,289,435.04 ——
Relocation project of Nanhai Rescue ——
37,554,111.50 - - 1,107,368.40 - 36,446,743.10
Bureau
Transfer to
Expenditures for the improvement of
20,631,173.37 - 3,920,837.53 2,374,618.58 82,477.87 22,094,914.45 inventory
leased fixed assets
account
Others 153,527,101.04 -8,905,237.72 80,141,950.88 47,779,010.68 - 176,984,803.52 ——
Total 986,356,904.90 -8,905,237.72 110,934,207.69 92,971,461.67 1,620,907.91 993,793,505.29 ——
Note 1: This represents the Group's actual expenses on Shenzhen Western Port Area Tonggu
Channel 210-270M Widening Project. According to relevant resolutions of Shenzhen
Municipal Government, the enterprise and government shall bear 60% and 40% of the
expenses incurred for the 210-240M widening project, and 50% and 50% of the expenses
incurred for the 240-270M widening project respectively. The Company's subsidiary has
included the expenses on deepening the channel in the item of "long-term prepaid
expenses", and amortized such expenses over the expected useful lives of the two
widening projects of 35 and 40 years using straight-line method since the completion of
each project in 2008 and 2019, respectively.
Note 2: This represents the Group's actual expenses on Shenzhen West Port Area Public Channel
Widening Project, of which the widening of 240-270M in the first section was completed
on 1 June 2019 and the widening of 240-270M in the second and third sections was
completed on 5 November 2020. According to relevant resolutions of Shenzhen Municipal
Government, the enterprise and government shall bear 50% and 50% of the expenses
incurred for the project respectively. The Company's subsidiary has included the expenses
on deepening the channel in the item of "long-term prepaid expenses", and amortized such
expenses over the expected useful life of 40 years using straight-line method since the
completion of each section of the channel widening project.
- 104 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Deferred income tax
(1) Deferred tax assets before offsetting
31/12/2023 31/12/2022 (Restated)
Deductible Deductible
Item Deferred tax Deferred tax
temporary temporary
assets assets
differences differences
Lease liabilities 812,240,581.51 218,145,932.73 582,736,512.28 164,262,934.19
Unrealized profit 749,254,178.80 183,009,204.87 756,772,558.79 184,729,651.97
Terminal operating right 714,547,999.18 214,364,399.78 702,633,317.13 210,789,995.14
Depreciation of fixed assets 162,352,087.79 40,588,021.95 154,724,225.49 35,753,675.92
Provision for credit loss 151,277,238.51 32,071,347.97 190,727,520.03 35,544,695.31
Accrued and unpaid wages 126,623,677.19 27,883,418.55 161,026,788.29 35,802,355.38
Provisions 85,590,059.41 29,100,620.20 35,365,156.43 12,024,153.19
Deductible losses 43,785,085.09 10,946,271.43 182,211,924.34 40,193,891.36
Deferred income 39,203,663.56 9,101,072.49 36,723,054.56 8,709,144.22
Amortization of computer software 7,345,031.20 1,836,257.80 9,291,532.77 2,322,883.19
Provision for impairment of assets 6,698,523.93 1,555,485.91 5,507,073.16 1,376,768.29
Organization costs 1,028,867.64 257,216.91 3,498,150.00 874,537.50
Others 70,987,022.41 18,570,226.51 57,124,137.75 15,595,505.07
Total 2,970,934,016.22 787,429,477.10 2,878,341,951.02 747,980,190.73
(2) Deferred tax liabilities before offsetting
31/12/2023 31/12/2022 (Restated)
Item Taxable temporary Deferred tax Taxable temporary Deferred tax
differences liabilities differences liabilities
Withholding dividend income tax 41,551,214,196.81 2,840,377,397.22 37,565,601,815.13 2,568,624,605.88
Lease business 1,017,854,192.39 282,003,933.26 783,000,219.10 224,483,346.07
Terminal operating right 307,617,857.01 92,285,357.10 302,488,503.92 90,746,551.18
Fair value adjustment of assets acquired
4,880,293,882.18 1,292,552,086.64 7,755,954,464.86 1,762,190,010.27
from business combination
Depreciation of fixed assets 975,166,842.96 272,103,476.86 1,119,997,714.31 280,579,814.18
Changes in fair value of other non-current
408,104,042.76 99,604,068.18 330,012,225.76 82,503,056.44
financial assets
Changes in fair value of investments in
134,179,164.24 33,544,791.03 130,791,178.28 32,697,794.57
other equity instruments
Valuation of held-for-trading financial
2,161,643.84 540,410.96 - -
assets and liabilities
Others 1,045,132,765.59 118,992,583.19 1,169,095,183.52 126,676,026.52
Total 50,321,724,587.78 5,032,004,104.44 49,156,941,304.88 5,168,501,205.11
(3) Deferred tax assets or liabilities that are presented at the net amount after offsetting
Balance of deferred
Offset amount of Balance of deferred Offset amount of
tax assets or
deferred tax assets tax assets or deferred tax assets
liabilities after
Item and liabilities at the liabilities after and liabilities at the
offsetting at the end
end of the current offsetting at the end end of the prior
of the prior year
year of the current year year (Restated)
(Restated)
Deferred tax assets -372,366,000.07 415,063,477.03 -313,481,369.78 434,498,820.95
Deferred tax liabilities -372,366,000.07 4,659,638,104.37 -313,481,369.78 4,855,019,835.33
- 105 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Deferred income tax - continued
(4) Deductible temporary differences and deductible losses for which deferred tax assets are
not recognized
Item 31/12/2023 31/12/2022
Deductible temporary differences 966,126,806.19 930,204,772.41
Deductible losses 2,334,799,700.50 2,112,659,943.00
Total 3,300,926,506.69 3,042,864,715.41
The Group recognizes deferred income tax assets to the extent of future taxable income that is likely
to be obtained to offset the deductible temporary differences and deductible losses. For the excess
of deductible temporary differences and deductible losses over future taxable income, no deferred
tax assets are recognized.
(5) Deductible losses for which deferred tax assets are not recognized will be expired in the
following years:
Year 31/12/2023 31/12/2022
2023 - 515,101,493.80
2024 483,200,212.68 488,358,232.03
2025 375,189,307.19 375,208,491.05
2026 110,765,532.94 112,756,494.15
2027 612,819,518.30 600,178,442.73
2028 752,825,129.39 -
Deductible losses due after 2029 - 21,056,789.24
Total 2,334,799,700.50 2,112,659,943.00
23. Other non-current assets
Item 31/12/2023 31/12/2022
Advances for the channel project (Note) 1,013,508,448.79 989,752,762.75
Prepayments for fixed assets 144,896,516.09 117,094,834.14
Prepayments for terminal franchise 29,807,737.16 27,493,116.21
Others 5,943,287.58 52,448,665.69
total 1,194,155,989.62 1,186,789,378.79
Note: This represents that the Company's subsidiary Zhanjiang Port, upon its reorganization into
a joint stock company in 2007, signed the Channel Arrangement Agreement with State-
owned Assets Supervision and Administration Commission of Zhanjiang ("Zhanjiang
SASAC") and China Merchants International Terminal (Zhanjiang) Co., Ltd. According to
the agreement, the channel belongs to Zhanjiang SASAC, therefore, the Group presented
the advances of channel project that should be repaid by Zhanjiang SASAC as other non-
current assets.
- 106 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Short-term borrowings
(1) Classification of short-term borrowings
Item 31/12/2023 31/12/2022
Credit borrowings 15,593,937,427.86 7,149,322,782.85
Guaranteed borrowings (Note 1) 110,096,708.33 -
Mortgage borrowings (Note 2) 10,011,152.78 15,015,583.33
Total 15,714,045,288.97 7,164,338,366.18
Note 1: The borrowings are guaranteed by Guangdong Zhanjiang Port Logistics Co., Ltd. ("Zhanjiang
Port Logistics"), a subsidiary of the Company.
Note 2: It represents the short-term borrowings obtained by Zhoushan RoRo, a subsidiary of the
Company, with the land use rights and buildings on the land held by it as the collateral.
(2) As at 31 December 2023, the Group has no short-term borrowings that are overdue.
25. Notes payable
Category 31/12/2023 31/12/2022
Bank acceptance 64,280,925.21 -
Commercial acceptance 9,180,240.61 -
Total 73,461,165.82 -
26. Accounts payable
Item 31/12/2023 31/12/2022
Service fee 246,400,717.07 299,350,272.24
Material purchase fee 117,170,447.10 132,460,163.17
Construction fee 100,672,753.10 110,687,325.42
Equipment payments 52,762,565.74 87,445,302.02
Rental fee 13,591,518.23 8,304,019.32
Others 161,167,136.01 172,902,315.49
Total 691,765,137.25 811,149,397.66
(1) Aging of accounts payable
31/12/2023 31/12/2022
Aging Proportion Proportion
Amount Amount
(%) (%)
Within 1 year 617,528,837.76 89.27 710,976,970.28 87.65
1-2 years 26,506,267.62 3.83 47,038,049.65 5.80
2-3 years 30,254,034.46 4.37 26,667,189.69 3.29
More than 3 years 17,475,997.41 2.53 26,467,188.04 3.26
Total 691,765,137.25 100.00 811,149,397.66 100.00
- 107 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
26. Accounts payable - continued
(2) Significant accounts payable aged more than 1 year
Reason for outstanding or
Name of entity 31/12/2023 Aging
not being carried forward
To be paid upon
Quanzhou Antong Logistics Co., Ltd. 16,948,161.45 2-3 years
confirmation by both parties.
27. Receipts in advance
Item 31/12/2023 31/12/2022
Rental fee received in advance 8,993,727.31 6,205,443.31
Management fee received in advance 2,659,217.99 -
Others 5,734,592.06 3,681,088.28
Total 17,387,537.36 9,886,531.59
(1) Aging of receipts in advance
31/12/2023 31/12/2022
Aging Proportion Proportion
Amount Amount
(%) (%)
Within 1 year 17,387,537.36 100.00 9,884,079.59 99.98
1-2 years - - - -
2-3 years - - - -
More than 3 years - - 2,452.00 0.02
Total 17,387,537.36 100.00 9,886,531.59 100.00
(2) As at 31 December 2023, the Group has no significant receipts in advance aged more than
one year.
(3) As at 31 December 2023, the Group has no receipts in advance with significant changes in
carrying amount.
28 Contract liabilities
(1) Details of contract liabilities
Item 31/12/2023 31/12/2022
Port charges received in advance 84,869,413.45 55,045,635.27
Service fee received in advance 26,198,333.07 59,729,035.75
Warehousing fee received in advance 3,204,091.87 3,048,588.90
Others 27,808,262.61 24,076,291.11
Total 142,080,101.00 141,899,551.03
(2) There are no significant changes in carrying amount of contract liabilities during the year.
- 108 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
28 Contract liabilities - continued
(3) As at 31 December 2023, the Group has no significant contract liabilities aged more than
one year.
(4) Qualitative analysis of contract liabilities
Contract liabilities mainly represent the amount received by the Group for the port services provided
to customers. The payment is collected according to the time agreed in the contract. The Group
recognizes contract revenue based on the progress of the contract. The contract liabilities will be
recognized as revenue after the Group fulfils its performance obligations.
(5) Revenue recognized in the year and included in the carrying amount of contract liabilities
at the beginning of the year
An amount of RMB 91,180,530.23 included in the carrying amount of contract liabilities at the
beginning of 2023 has been recognized as revenue in the current year, including contract liabilities
arising from settled but unfinished construction resulting from the contract of service fees received
in advance amounting to RMB 24,937,772.66, contract liabilities arising from settled but unfinished
construction resulting from the contract of port charges received in advance amounting to RMB
50,149,195.64, contract liabilities arising from settled but unfinished construction resulting from
contract of warehousing fee received in advance amounting to RMB 3,048,588.90, and contract
liabilities arising from settled but unfinished construction resulting from other contracts amounting
to RMB 13,044,973.03.
29. Employee benefits payable
(1) Presentation of employee benefits payable
Effect of
changes in the Increase for the Decrease for the
Item 31/12/2022 31/12/2023
scope of year year
consolidation
1. Short-term benefits 921,533,425.99 -35,636,773.69 3,243,766,906.07 3,219,390,381.18 910,273,177.19
2. Post-employment benefits
13,383,514.93 -4,201,592.85 351,623,760.71 352,451,682.76 8,354,000.03
- defined contribution plan
3. Termination benefits 2,423,282.78 - 5,158,916.08 7,582,198.86 -
4. Other benefits due within 1 year - - 4,053,449.56 4,053,449.56 -
5. Others -505,505.57 -631,121.04 5,145,597.17 4,671,541.13 -662,570.57
Total 936,834,718.13 -40,469,487.58 3,609,748,629.59 3,588,149,253.49 917,964,606.65
- 109 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
29. Employee benefits payable - continued
(2) Presentation of short-term benefits
Effect of
changes in the Increase for the Decrease for the
Item 31/12/2022 31/12/2023
scope of year year
consolidation
1. Wages and salaries, bonuses,
897,442,262.83 -33,339,184.53 2,606,547,914.19 2,586,737,715.36 883,913,277.13
allowances and subsidies
2. Staff welfare - - 169,221,198.72 169,221,198.72 -
3. Social insurance contributions 10,545,539.44 -891,098.34 204,136,593.97 199,978,211.04 13,812,824.03
Including: Medical insurance 8,631,543.96 -836,747.58 173,636,271.40 170,223,587.11 11,207,480.67
Work injury insurance 53,916.77 -54,350.76 17,211,021.96 17,210,587.97 -
Others 1,860,078.71 - 13,289,300.61 12,544,035.96 2,605,343.36
4. Housing funds -95,060.47 274.00 198,040,769.72 198,042,657.10 -96,673.85
5. Labour union and employee
13,642,129.96 -1,406,764.82 50,814,109.87 50,314,255.40 12,735,219.61
education funds
6. Other short-term benefits -1,445.77 - 15,006,319.60 15,096,343.56 -91,469.73
Total 921,533,425.99 -35,636,773.69 3,243,766,906.07 3,219,390,381.18 910,273,177.19
(3) Presentation of defined benefit plans
Effect of
changes in the Increase for the Decrease for the
Item 31/12/2022 31/12/2023
scope of year year
consolidation
I. Basic pension 9,761,086.14 -1,383,333.72 258,989,715.66 259,128,522.95 8,238,945.13
II. Unemployment insurance 49,026.91 -49,434.91 6,077,524.71 6,077,116.71 -
III. Enterprise annuity 3,573,401.88 -2,768,824.22 86,556,520.34 87,246,043.10 115,054.90
Total 13,383,514.93 -4,201,592.85 351,623,760.71 352,451,682.76 8,354,000.03
The Company and its domestic subsidiaries participate in the pension insurance and unemployment
insurance plan established by government institutions as required. According to such plans, the
Group contributes in proportion to the local government. The Group has established an enterprise
annuity system, and accrues and pays the enterprise annuity according to the enterprise annuity
system of the Company and its domestic subsidiaries. In addition to above contributions, the Group
has no further payment obligations. The corresponding expenses are included in profit or loss for
the period or the cost of related assets when incurred.
30. Taxes payable
Effect of Effect of translation of
changes in the Provision for Payment for the financial statements
Item 31/12/2022 31/12/2023
scope of the year year denominated in foreign
consolidation currencies
Enterprise
804,846,345.79 -3,002,884.36 1,123,434,326.28 1,108,672,570.98 3,089,589.10 819,694,805.83
income tax
VAT 30,032,002.80 -613,554.49 205,611,948.35 215,161,352.07 352,761.87 20,221,806.46
Other taxes 83,054,820.50 -4,006,342.06 522,874,894.04 522,097,230.12 3,310,817.85 83,136,960.21
Total 917,933,169.09 -7,622,780.91 1,851,921,168.67 1,845,931,153.17 6,753,168.82 923,053,572.50
- 110 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
31. Other payables
(1) Presentation of other payables
Item 31/12/2023 31/12/2022
Dividends payable 111,897,214.27 92,374,921.29
Other payables 1,542,724,955.75 1,663,510,336.97
Total 1,654,622,170.02 1,755,885,258.26
(2) Dividends payable
Item 31/12/2023 31/12/2022
Ordinary share dividends 111,897,214.27 92,374,921.29
Including: China Merchants Zhangzhou Development Zone
77,734,806.46 20,000,000.00
Co., Ltd. (Note)
Dalian Port Container Development Co., Ltd.
16,160,696.61 14,000,000.00
("Dalian Port Container")
Dalian Port Jifa Logistics Co., Ltd. 9,575,104.42 3,000,000.00
Yingkou Port Group Co., Ltd. ("Yingkou Port -
5,372,456.78
Group")
Yiu Lian Dockyards Limited 2,334,150.00 -
Qingdao Port (Group) Co., Ltd. 720,000.00 -
Zhanjiang Infrastructure Construction Investment
- 41,400,234.06
Group Co., Ltd.
Sri Lanka Ports Authority - 10,446,900.00
Dalian City Construction Investment Group Co., Ltd
(formerly known as Dalian City Investment Holding - 3,527,787.23
Group Co., Ltd. )
Note: As at 31 December 2023, the Group has no significant dividends payable aged more than
one year.
(3) Other payables
(a) Disclosure of other payables by nature
Item 31/12/2023 31/12/2022
Amount payable for construction and quality warranty 575,941,472.21 643,816,817.51
Guarantees and deposits 246,316,308.32 221,628,920.81
Accrued expenses 139,920,340.25 190,048,988.98
Customer discount 129,780,042.30 164,622,341.62
Port construction and security fee 27,939,655.23 36,697,168.04
Balance of payment for transfer of land use rights - 11,295,700.00
Others 422,827,137.44 395,400,400.01
Total 1,542,724,955.75 1,663,510,336.97
- 111 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
31. Other payables - continued
(3) Other payables - continued
(b) Significant other payables aged more than one year or past due
Company name Amount payable Aging Reason for being outstanding
Transport Bureau of Shenzhen Municipality 1-2 years and more than 3
79,679,948.23 To be paid upon confirmation by both parties
(Ports Administration of Shenzhen Municipality) years
CCCC Water Transport Planning and Design Institute 1-2 years, 2-3 years and
58,666,012.94 To be paid upon confirmation by both parties
Co., Ltd. more than 3 years
Lac Assal Investment Holding Company Limited 48,162,348.73 1-2 years To be paid upon confirmation by both parties
1-2 years and more than 3 The contracted settlement condition has not
Shanghai Zhenhua Heavy Industries Co., Ltd. 37,248,716.35
years been reached
Shantou Transportation Bureau 31,358,355.47 More than 3 years To be paid upon confirmation by both parties
Wuxi Huadong Heavy Machinery Co., Ltd. 10,090,410.68 2-3 years To be paid upon confirmation by both parties
China Merchants Real Estate (Shenzhen) Co., Ltd. 10,079,369.00 More than 3 years To be paid upon confirmation by both parties
Guangdong Groton Group Co., Ltd. (formerly known as The contracted settlement condition has not
10,000,000.00 More than 3 years
Guangdong Hengtai Guotong Industrial Co., Ltd.) been reached
Shantou Finance Bureau 10,000,000.00 More than 3 years To be paid upon confirmation by both parties
Total 295,285,161.40 —— ——
32. Non-current liabilities due within one year
Item 31/12/2023 31/12/2022
Long-term borrowings due within one year (Note VIII, 34) 1,033,008,184.01 2,313,191,859.96
Including: Credit borrowings 532,282,391.00 1,368,934,869.99
Guaranteed borrowings 410,725,775.58 219,564,028.82
Mortgage and pledged borrowings 30,352,589.61 715,461,578.62
Guaranteed and mortgage borrowings 59,647,427.82 9,231,382.53
Bonds payable due within one year (Note VIII, 35) 5,267,490,749.32 8,668,651,537.27
Lease liabilities due within one year (Note VIII, 36) 248,634,286.86 306,942,164.80
Long-term payables due within one year (Note VIII, 37) 184,534,373.50 155,665,725.85
Long-term employee benefits payable due within one year
49,730,825.21 54,414,877.57
(Note VIII, 38)
Other non-current liabilities due within one year (Note VIII, 41) 34,005,870.35 142,357,523.50
Total 6,817,404,289.25 11,641,223,688.95
33. Other current liabilities
(1) Details of other current liabilities
Item 31/12/2023 31/12/2022
Short-term bonds payable 2,007,190,136.98 3,017,713,424.64
Accrued professional agency fee 114,638,017.33 124,799,040.22
Others 22,014,380.22 18,635,061.10
Total 2,143,842,534.53 3,161,147,525.96
- 112 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
33. Other current liabilities - continued
(2) Changes in short-term bonds payable
Interest
Amortization of Is it in
Coupon Term of Amount issued in accrued Repayment in
Name of bond Face value Date of issue Amount of issue 31/12/2022 premiums or 31/12/2023 breach of
rate the bond the current year based on par the current year
discounts contract?
value
2.43% RMB 2 billion Super &
2,000,000,000.00 2.43% 2023-11-7 90 days 2,000,000,000.00 - 2,000,000,000.00 7,190,136.98 - - 2,007,190,136.98 No
Short-term Commercial Paper
2.35% RMB 2 billion Super &
2,000,000,000.00 2.35% 2023-3-1 180 days 2,000,000,000.00 - 2,000,000,000.00 23,114,754.10 - 2,023,114,754.10 - No
Short-term Commercial Paper
2.05% RMB 2 billion Super &
2,000,000,000.00 2.05% 2023-6-14 180 days 2,000,000,000.00 - 2,000,000,000.00 20,163,934.43 - 2,020,163,934.43 - No
Short-term Commercial Paper
1.75% RMB 1 billion Super &
1,000,000,000.00 1.75% 2022-9-1 270 days 1,000,000,000.00 1,005,657,534.24 - 7,287,671.24 - 1,012,945,205.48 - No
Short-term Commercial Paper
1.93% RMB 2 billion Super &
2,000,000,000.00 1.93% 2022-9-8 180 days 2,000,000,000.00 2,012,055,890.40 - 6,979,725.60 - 2,019,035,616.00 - No
Short-term Commercial Paper
Total 9,000,000,000.00 —— —— —— 9,000,000,000.00 3,017,713,424.64 6,000,000,000.00 64,736,222.35 - 7,075,259,510.01 2,007,190,136.98
- 113 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
34. Long-term borrowings
Range of year-end
Category 31/12/2023 31/12/2022
interest rate
Credit borrowings 16,857,281,855.60 12,319,883,867.05 1.20%-3.80%
Guaranteed borrowings (Note 1) 845,725,775.58 1,020,670,858.02 2.95%-12.90%
Mortgage and pledged borrowings (Note 2) 314,794,387.22 1,082,723,114.44 3.40%-3.96%
Guaranteed and mortgage borrowings (Note 3) 1,242,750,120.32 280,013,198.30 2.95%
Total 19,260,552,138.72 14,703,291,037.81 ——
Less: Long-term borrowings due within one year 1,033,008,184.01 2,313,191,859.96 ——
Including: Credit borrowings 532,282,391.00 1,368,934,869.99 ——
Guaranteed borrowings 410,725,775.58 219,564,028.82 ——
Mortgage and pledged borrowings 30,352,589.61 715,461,578.62 ——
Guaranteed and mortgage borrowings 59,647,427.82 9,231,382.53
Long-term borrowings due after one year 18,227,543,954.71 12,390,099,177.85 ——
Note 1: The borrowings are guaranteed by Shenzhen Magang Godown & Wharf Co., Ltd., China
Merchants Port (Shenzhen) Co., Ltd. and CM Port.
Note 2: On 31 December 2023, the Group obtained the long-term borrowings of RMB
314,794,387.22(31 December 2022: RMB 1,082,723,114.44) with the land with property
right, fixed assets and construction in progress of Yide Port Co., Ltd. ("Yide Port"), as
well as the land with property right of Guangdong Shunkong Port Development and
Construction Co., Ltd. ("Shunkong Port"), as collaterals.
Note 3: On 31 December 2023, Shenzhen Haixing Harbor Development Co., Ltd. ("Shenzhen
Haixing") obtained the long-term borrowings of RMB 1,242,750,120.32 (31 December
2022: RMB 280,013,198.30) with the land with property right as collaterals, and the
borrowings are guaranteed by CM Port and Sinotrans South China Co., Ltd.
Details of mortgage and pledged borrowings are as follows:
Company name 31/12/2023 31/12/2022 Collateral and pledge
Bank of China Qianhai Shekou Branch 1,242,750,120.32 280,013,198.30 Land use rights of Shenzhen Haixing
Land use rights and fixed assets of
China Construction Bank Shunde Branch 206,239,867.27 236,479,995.32
Yide Port
Bank of Communications Co., Ltd. Guangdong Branch 108,554,519.95 - Land use rights (Phase II) of Shunde
China Development Bank Corporation - 494,997,308.55 The Group's entire equity in CICT
International Finance Corporation - 123,849,460.76
African Development Bank - 56,864,864.36
Nederlandse Financierings-Maatschappij voor
- 46,859,749.65
Ontwikkelingslanden N.V.
The OpecFund For International Development - 40,139,904.25 The Group's entire equity in TML
Societe de Promotion et de Participation pour
- 40,170,265.09
la Cooperation Economique S.A.
Deutsche Investitions-und
- 33,449,920.21
Entwicklungsgesellschaft MBH
Land use rights and fixed assets of
China Minsheng Bank Co., Ltd. Zhoushan Branch - 9,911,646.25
Zhoushan RoRo
Total 1,557,544,507.54 1,362,736,312.74
Note: See Note (VIII) 64 for the above mortgages and pledges.
- 114 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
35. Bonds payable
(1) Bonds payable
Item 31/12/2023 31/12/2022
5.000% USD 600 million corporate bond 4,304,565,371.23 4,227,154,465.35
4.750% USD 500 million corporate bond 3,605,285,143.36 3,542,544,662.47
4.000% USD 500 million corporate bond 3,544,024,689.32 3,482,186,896.02
2.690% RMB 3 billion corporate bond 3,027,415,890.40 3,027,415,890.40
2.450% RMB 3 billion corporate bond 3,023,560,273.97 3,023,560,273.97
3.520% RMB 2 billion corporate bond 2,050,147,945.19 2,050,147,945.19
4.375% USD 900 million corporate bond - 6,371,347,105.64
3.360% RMB 2 billion corporate bond - 2,032,587,397.25
Total 19,554,999,313.47 27,756,944,636.29
Less: Bonds payable due within one year 5,267,490,749.32 8,668,651,537.27
Bonds payable due after one year 14,287,508,564.15 19,088,293,099.02
- 115 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
35. Bonds payable - continued
(2) Details of bonds payable
Effect of
Amount translation of
Interest accrued Amortization Is it in
Coupon Term of issued in Repayment in financial
Name of bonds Face value Date of issue Amount of issue 31/12/2022 based on par of premiums 31/12/2023 breach of
rate the bond the current current year statements
value or discounts contract?
year denominated in
foreign currencies
4.375% USD 900 million corporate
USD 900,000,000.00 4.3750% 2018-8-6 5 years USD 900,000,000.00 6,371,347,105.64 - 165,969,062.10 7,181,597.31 6,594,432,388.71 49,934,623.66 - No
bond
5.000% USD 600 million corporate
USD 600,000,000.00 5.0000% 2018-8-6 10 years USD 600,000,000.00 4,227,154,465.35 - 211,325,733.29 5,708,335.36 211,183,578.27 71,560,415.50 4,304,565,371.23 No
bond
4.750% USD 500 million corporate
USD 500,000,000.00 4.7500% 2015-8-3 10 years USD 500,000,000.00 3,542,544,662.47 - 167,360,385.31 2,662,117.20 167,360,385.38 60,078,363.76 3,605,285,143.36 No
bond
3.360% RMB 2 billion corporate
2,000,000,000.00 3.3600% 2020-7-7 3 years 2,000,000,000.00 2,032,587,397.25 - 34,612,602.75 - 2,067,200,000.00 - - No
bond
3.520% RMB 2 billion corporate
2,000,000,000.00 3.5200% 2021-4-14 3 years 2,000,000,000.00 2,050,147,945.19 - 70,400,000.00 - 70,400,000.00 - 2,050,147,945.19 No
bond
4.000% USD 500 million corporate
USD 500,000,000.00 4.0000% 2022-6-1 5 years USD 500,000,000.00 3,482,186,896.02 - 140,882,105.54 2,781,931.67 140,841,532.67 59,015,288.76 3,544,024,689.32 No
bond
2.690% RMB 3 billion corporate
3,000,000,000.00 2.6900% 2022-8-29 3 years 3,000,000,000.00 3,027,415,890.40 - 80,700,000.00 - 80,700,000.00 - 3,027,415,890.40 No
bond
2.450% RMB 3 billion corporate
3,000,000,000.00 2.4500% 2022-9-5 2 years 3,000,000,000.00 3,023,560,273.97 - 73,500,000.00 - 73,500,000.00 - 3,023,560,273.97 No
bond
Total —— —— —— —— —— 27,756,944,636.29 - 944,749,888.99 18,333,981.54 9,405,617,885.03 240,588,691.68 19,554,999,313.47 No
Less: Bonds payable due within
—— —— —— —— —— 8,668,651,537.27 —— —— —— —— 5,267,490,749.32 ——
one year
Bonds payable due after one year —— —— —— —— —— 19,088,293,099.02 —— —— —— —— 14,287,508,564.15 ——
- 116 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
36. Lease liabilities
(1) Lease liabilities
Category 31/12/2023 31/12/2022
Lease payment 2,782,133,802.80 1,963,098,776.36
Unrecognized financing cost -1,532,327,309.02 -707,805,697.52
Total 1,249,806,493.78 1,255,293,078.84
Less: Lease liabilities due within one year 248,634,286.86 306,942,164.80
Lease liabilities due after one year 1,001,172,206.92 948,350,914.04
(2) Maturity of lease liabilities
Item 31/12/2023
Minimum lease payments under non-cancellable leases:
1st year subsequent to the balance sheet date 298,065,006.16
2nd year subsequent to the balance sheet date 91,365,497.12
3rd year subsequent to the balance sheet date 86,669,003.03
Subsequent years 2,306,034,296.49
Total 2,782,133,802.80
The Group is not exposed to any significant liquidity risk associated with lease liabilities.
37. Long-term payables
(1) Presentation of long-term payables
Item 31/12/2023 31/12/2022
Long-term payables 4,001,789,922.65 3,698,632,219.45
Special payables 5,606,653.02 8,349,096.71
Total 4,007,396,575.67 3,706,981,316.16
Less: Long-term payables due within one year 184,534,373.50 155,665,725.85
Long-term payables due after one year 3,822,862,202.17 3,551,315,590.31
(2) Long-term payables
Item 31/12/2023 31/12/2022
Terminal management rights (Note) 3,958,393,516.47 3,657,579,951.15
Others 43,396,406.18 41,052,268.30
Total 4,001,789,922.65 3,698,632,219.45
Less: Long-term payables due within one year 184,534,373.50 155,665,725.85
Long-term payables due after one year 3,817,255,549.15 3,542,966,493.60
- 117 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Long-term payables - continued
(2) Long-term payables - continued
Note: Mainly from CICT and TCP terminal management rights purchased. On 12 August 2011, the
Group reached a 35-year building, operation and transfer agreement through the subsidiary CICT
and Sri Lanka Port Authority on the building, operation, management and development of
Colombo Port South Container Terminal (hereinafter referred to as "BOT"). The above-
mentioned amount payable for the acquisition of terminal management rights is determined by
discounting the amount to be paid in the future using the prevailing market interest rate according
to the BOT agreement. As at 31 December 2023, the amount payable for the acquisition of
terminal management rights is RMB 876,500,567.56.
TCP, a subsidiary of the Company, entered into a franchise agreement on the Port of
Paranaguá with the Administration of the Ports of Paranaguá and Antonina- APPA
(hereinafter referred to as "APPA"). The agreement provides for an initial term of 25 years
for the franchising rights. In April 2016, TCP and APPA entered into the Supplemental
Agreement, which extends the term to 50 years and will be expired in October 2048.
On 9 September 2021, TCP, a subsidiary of the Company, entered into a supplemental
agreement to the Lease Agreement with APPA for the franchising rights of the Ports of
Paranaguáand Antonina, pursuant to which the base figure for the calculation of franchising
rights for the Ports of Paranaguáand Antonina was adjusted from Brazil IGP-M Inflation
Index ("IGP-M index") to the Extended National Consumer Price Index ("IPCA index") of
Brazilian Institute of Geography and Statistics("IBGE"). In November 2021, TCP
readjusted the franchising rights using the IPCA index. As at 31 December 2023, the amount
of franchising rights payable was RMB 3,081,892,948.91.
(3) Special payables
Effect of
Increase for Decrease for changes in the
Item 31/12/2022 31/12/2023 Reason
the year the year scope of
consolidation
Employee housing fund 5,126,641.68 480,061.34 50.00 - 5,606,653.02 Note
Innovation workshop
3,222,455.03 - - -3,222,455.03 -
for model workers
Total 8,349,096.71 480,061.34 50.00 -3,222,455.03 5,606,653.02
Note: This represents the repairing fund for public areas and public facilities and equipment
established after the Group sells the public-owned house on the collectively allocated land
to employees. The fund is contributed by all the employees having ownership of the house
according to the rules and is specially managed and used for specific purpose.
- 118 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
38. Long-term employee benefits payable
(1) Long-term employee benefits payable
Item 31/12/2023 31/12/2022
Post-employment benefits - net liabilities of defined benefit plans 509,605,071.25 516,950,669.03
Termination benefits 58,098,932.22 64,274,552.96
Others (Note) 85,036,743.65 112,285,587.01
Total 652,740,747.12 693,510,809.00
Less: Long-term employee benefits payable due within one year 49,730,825.21 54,414,877.57
Long-term employee benefits payable due after one year 603,009,921.91 639,095,931.43
Note: This represents the employee relocation costs of the Company's subsidiary Shantou Port in
connection with land acquisition and reservation.
(2) Changes in defined benefit plans
Present value of defined benefit plan obligations:
Item 2023 2022
I. Opening balance 516,950,669.03 463,858,274.44
II. Defined benefit cost included in profit or loss for the period 31,630,084.71 24,392,165.72
1. Current service cost 14,097,094.50 11,191,538.44
2. Past service cost 2,420,000.00 -
3. Interest adjustment 15,112,990.21 13,200,627.28
III. Defined benefit cost included in other comprehensive income -22,975,434.75 50,820,198.04
1. Actuarial gains -23,856,287.15 49,959,657.35
2. Effect of exchange rate changes 880,852.40 860,540.69
IV. Other changes -16,000,247.74 -22,119,969.17
1. Benefits paid -16,000,247.74 -22,119,969.17
2. Changes in the scope of consolidation - -
V. Closing balance 509,605,071.25 516,950,669.03
The Company's subsidiaries provide the registered retirees and in-service staff with supplementary
post-employment benefit plans.
The Group hired a third-party actuary to estimate the present value of the above-mentioned
retirement benefit plan obligations in an actuarial manner based on the expected cumulative welfare
unit method. The Group recognizes the liabilities based on the actuarial results. The relevant
actuarial gains or losses are included in other comprehensive income and cannot be reclassified into
profit or loss in the future. Past service costs are recognized in profit or loss for the period in which
the plan is revised. The net interest is determined by multiplying the defined benefit plan net debt
or net assets by the appropriate discount rate.
- 119 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Provisions
Effect of
translation of
Increase for Decrease for financial
Item 31/12/2022 31/12/2023 Reason
the year the year statements
denominated in
foreign currencies
Pending litigation 35,365,156.43 52,650,477.00 7,489,688.34 5,064,114.32 85,590,059.41 Note
Sales discount - 179,125,657.39 179,125,657.39 - -
Total 35,365,156.43 231,776,134.39 186,615,345.73 5,064,114.32 85,590,059.41
Note: This represents the estimated compensation amount that the Company's subsidiary TCP may
need to pay due to the pending litigation.
40. Deferred income
Decrease for the
Item 31/12/2022 Increase for the year 31/12/2023
year
Government grants 1,031,273,189.74 41,207,834.25 47,704,466.26 1,024,776,557.73
Total 1,031,273,189.74 41,207,834.25 47,704,466.26 1,024,776,557.73
41. Other non-current liabilities
Item 31/12/2023 31/12/2022
Actuarial cost for the calculation of pension benefit difference
198,642,177.67 175,742,813.67
for the public security bureau staff (Note 1)
Related party borrowings (Note 2) 11,945,870.35 3,162,000.00
Third party borrowings (Note 2) - 143,755,523.50
Berth priority call right (Note 3) 439,990.79 4,480,217.05
Others 2,612,095.27 1,600,086.28
Total 213,640,134.08 328,740,640.50
Less: Other non-current liabilities due within one year 34,005,870.35 142,357,523.50
Including: Actuarial cost for the calculation of pension benefits
22,060,000.00 15,440,000.00
difference for the public security bureau staff
Related party borrowings 11,945,870.35 3,162,000.00
Third party borrowings - 123,755,523.50
Other non-current liabilities due after one year 179,634,263.73 186,383,117.00
- 120 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
41. Other non-current liabilities - continued
Note 1: It represents the transfer of Zhanjiang Port Public Security Bureau to the People's
Government of Zhanjiang Municipality by Zhanjiang Port, a subsidiary of the Company,
in 2020 in accordance with the Notice on the Issuance of the Program on Deepening the
Management System Reform of Ganghang Public Security Organs (Zhong Yang Bian Ban
Fa No. 327 (2017)) and the Notice on the Issuance of the Implementation Plan for
Deepening the Management System Reform of Ganghang Public Security Organs in
Guangdong Province (Yue Ji Bian Ban Fa No. 221 (2018)). The former in-service police
officers of Zhanjiang Port Public Security Bureau were transferred as civil servants in
accordance with state regulations, the retired police officers were included in the scope of
pension insurance of the government departments and public institutions in Zhanjiang,
and the difference between the pension benefits under the original standard and the
retirement benefits of Zhanjiang municipal police officers (the "pension benefit
difference") was borne by Zhanjiang Port.
Shantou Port, a subsidiary of the Company, transferred Shantou Municipal Public Security
Bureau Ganghang Branch (formerly, the Shantou Port Public Security Bureau) to Shantou
Municipal Government, and Shantou Municipal Public Security Bureau Ganghang Branch
was fully taken over by Shantou Municipal Public Security Bureau. The in-service police
officers were transferred as civil servants in accordance with state regulations, the retired
police officers were included in the scope of pension insurance of the government
departments and public institutions in Shantou, and the pension benefit difference was
borne by Shantou Port.
Note 2: It represents the principal and interest on borrowings of the subsidiary of the Company
Shunkong Port from its minority shareholder Guangdong Shunkong City Investment Real
Estate Co., Ltd. and its related party Guangdong Shunkong Transportation Investment Co.,
Ltd.
Note 3: It represents the berth priority call right as agreed in the contract entered into with the
customers in 2003, with total amount of USD14 million. The Group must give priority to
the berthing requirements of the contracted customers during the contract period. Chiwan
Container Terminal amortized the berth priority call right over 20 years using straight-line
method.
- 121 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
42. Share capital
Changes for the year
Capitalization
Item 31/12/2022 New issue 31/12/2023
Bonus issue of surplus Others Sub-total
of share
reserve
2023
I. Restricted tradable shares —— —— —— —— —— —— ——
1. State-owned shares - - - - - - -
2. State-owned corporate shares 576,709,537.00 - - - - - 576,709,537.00
3. Other domestic shares 7,366.00 - - - -7,366.00 -7,366.00 -
4. Foreign shares - - - - - - -
Total restricted tradable shares 576,716,903.00 - - - -7,366.00 -7,366.00 576,709,537.00
II. Non-restricted tradable shares —— —— —— —— —— —— ——
1. Ordinary shares denominated in RMB 1,742,468,718.00 - - - 976.00 976.00 1,742,469,694.00
2. Foreign capital shares listed domestically 179,889,040.00 - - - 6,390.00 6,390.00 179,895,430.00
3. Foreign capital shares listed overseas - - - - - - -
4. Others - - - - - - -
Total non-restricted tradable shares 1,922,357,758.00 - - - 7,366.00 7,366.00 1,922,365,124.00
III. Total shares 2,499,074,661.00 - - - - - 2,499,074,661.00
- 122 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
42. Share capital - continued
Changes for the year
Capitalization
Item 31/12/2021 New issue 31/12/2022
Bonus issue of surplus Others Sub-total
of share
reserve
2022
I. Restricted tradable shares —— —— —— —— —— —— ——
1. State-owned shares - - - - - - -
2. State-owned corporate shares - 576,709,537.00 - - - 576,709,537.00 576,709,537.00
3. Other domestic shares 9,821.00 - - - -2,455.00 -2,455.00 7,366.00
4. Foreign shares 1,148,648,648.00 - - - -1,148,648,648.00 -1,148,648,648.00 -
Total restricted tradable shares 1,148,658,469.00 576,709,537.00 - - -1,148,651,103.00 -571,941,566.00 576,716,903.00
II. Non-restricted tradable shares —— —— —— —— —— —— ——
1. Ordinary shares denominated in RMB 593,819,745.00 - - - 1,148,648,973.00 1,148,648,973.00 1,742,468,718.00
2. Foreign capital shares listed domestically 179,886,910.00 - - - 2,130.00 2,130.00 179,889,040.00
3. Foreign capital shares listed overseas - - - - - - -
4. Others - - - - - - -
Total non-restricted tradable shares 773,706,655.00 - - - 1,148,651,103.00 1,148,651,103.00 1,922,357,758.00
III. Total shares 1,922,365,124.00 576,709,537.00 - - - 576,709,537.00 2,499,074,661.00
- 123 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
43. Capital Reserve
Item 31/12/2022 Increase Decrease 31/12/2023
2023
I. Capital premium 34,208,812,963.50 2,244,317,625.22 - 36,453,130,588.72
Including: Capital contributed by investors 17,068,816,277.34 - - 17,068,816,277.34
Differences arising from business combination
13,302,937,205.73 - - 13,302,937,205.73
involving enterprises under common control
Differences arising from acquisition of minority
2,165,423,814.02 2,242,433,715.25 - 4,407,857,529.27
interests (Note 1)
Others 1,671,635,666.41 1,883,909.97 - 1,673,519,576.38
II. Other capital reserve 542,827,871.75 104,628,733.77 23,740,391.18 623,716,214.34
Including: Transfer from capital reserve under the previous
-2,781,133.00 - - -2,781,133.00
accounting system
Unexercised share-based payment (Note 2) 5,591,402.00 1,528,712.73 475,524.37 6,644,590.36
Other changes in owners' equity of the investee
under equity method other than changes in net
540,017,602.75 103,100,021.04 23,264,866.81 619,852,756.98
profit or loss, profit distribution and other
comprehensive income
Total 34,751,640,835.25 2,348,946,358.99 23,740,391.18 37,076,846,803.06
2022
I. Capital premium 23,189,922,809.62 11,018,890,153.88 - 34,208,812,963.50
Including: Capital contributed by investors 7,012,992,483.94 10,055,823,793.40 - 17,068,816,277.34
Differences arising from business combination
13,302,937,205.73 - - 13,302,937,205.73
involving enterprises under common control
Differences arising from acquisition of minority
1,215,209,939.74 950,213,874.28 - 2,165,423,814.02
interests
Others 1,658,783,180.21 12,852,486.20 - 1,671,635,666.41
II. Other capital reserve 402,779,949.08 151,303,029.21 11,255,106.54 542,827,871.75
Including: Transfer from capital reserve under the previous
-2,781,133.00 - - -2,781,133.00
accounting system
Unexercised share-based payment 9,956,938.60 5,617,671.30 9,983,207.90 5,591,402.00
Other changes in owners' equity of the investee
under equity method other than changes in net
395,604,143.48 145,685,357.91 1,271,898.64 540,017,602.75
profit or loss, profit distribution and other
comprehensive income
Total 23,592,702,758.70 11,170,193,183.09 11,255,106.54 34,751,640,835.25
Note 1: The changes for the year mainly represent the dividends attributable to CM Port that the
Company chose to acquire in the form of share replacement and shareholding increase,
which increased the capital reserve by RMB 2,269,118,327.61. Refer to Note (XI) 2 for
details.
Note 2: Refer to Note (XVI) 2 for details.
- 124 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
44. Other comprehensive income
2023
Less: Amount Less: Amount
included in other included in other
comprehensive comprehensive Attributable to
Item 31/12/2022 Pre-tax amount for the income in the prior income in the prior Less: Income Attributable to the minority Other changes 31/12/2023
year period but period but tax expenses Company, net of tax shareholders, net of
transferred to profit transferred to tax
or loss in the retained earnings in
current period the current period
2023
I. Other comprehensive income that will not be reclassified
51,014,303.06 60,755,557.83 - - 846,996.46 -73,874,071.89 133,782,633.26 - -22,859,768.83
subsequently to profit or loss
Including: Changes arising from remeasurement of defined
-10,189,712.88 25,003,573.00 - - - 7,480,103.34 17,523,469.66 - -2,709,609.54
benefit plans
Other comprehensive income that can't be
-8,907,673.34 32,473,509.74 - - - -83,841,725.07 116,315,234.81 - -92,749,398.41
reclassified to profit or loss under equity method
Changes in fair value of other equity instruments 70,111,689.28 3,278,475.09 - - 846,996.46 2,487,549.84 -56,071.21 - 72,599,239.12
II. Other comprehensive income that will be reclassified
-740,567,922.92 149,948,207.40 - - - -140,198,902.60 290,147,110.00 - -880,766,825.52
subsequently to profit or loss
Including: Other comprehensive income that may be
-60,762,188.43 -767,504,700.07 - - - -366,028,318.84 -401,476,381.23 - -426,790,507.27
reclassified to profit or loss under equity method
Translation differences of financial statements
-679,805,734.49 917,452,907.47 - - - 225,829,416.24 691,623,491.23 - -453,976,318.25
denominated in foreign currencies
Total other comprehensive income -689,553,619.86 210,703,765.23 - - 846,996.46 -214,072,974.49 423,929,743.26 - -903,626,594.35
2022 (Restated)
I. Other comprehensive income that will not be reclassified
81,233,996.26 -72,230,027.20 - - 329,334.05 -22,706,023.29 -49,853,337.96 7,513,669.91 51,014,303.06
subsequently to profit or loss
Including: Changes arising from remeasurement of defined
2,603,415.85 -49,039,668.45 - - - -12,793,128.73 -36,246,539.72 - -10,189,712.88
benefit plans
Other comprehensive income that can't be
2,643,088.68 -25,906,733.50 - - - -11,550,762.02 -14,355,971.48 - -8,907,673.34
reclassified to profit or loss under equity method
Changes in fair value of other equity instruments 75,987,491.73 2,716,374.75 - - 329,334.05 1,637,867.46 749,173.24 7,513,669.91 70,111,689.28
II. Other comprehensive income that will be reclassified
-971,359,314.44 1,701,191,299.27 - - - 230,791,391.52 1,470,399,907.75 - -740,567,922.92
subsequently to profit or loss
Including: Other comprehensive income that may be
49,431,519.10 -246,633,232.89 - - - -110,193,707.53 -136,439,525.36 - -60,762,188.43
reclassified to profit or loss under equity method
Translation differences of financial statements
-1,020,790,833.54 1,947,824,532.16 - - - 340,985,099.05 1,606,839,433.11 - -679,805,734.49
denominated in foreign currencies
Total other comprehensive income -890,125,318.18 1,628,961,272.07 - - 329,334.05 208,085,368.23 1,420,546,569.79 7,513,669.91 -689,553,619.86
- 125 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
45. Special reserve
Item 31/12/2022 Increase Decrease 31/12/2023
Safety production cost 26,358,259.97 61,589,514.21 53,943,779.77 34,003,994.41
46. Surplus reserve
Item 31/12/2022 Increase Decrease 31/12/2023
Statutory surplus reserve 1,001,917,449.15 94,063,114.53 - 1,095,980,563.68
47. Unappropriated profit
Proportion of
Item Amount appropriation or
allocation
2023
Unappropriated profit at the beginning of the year before adjustment 16,679,688,347.09
Add: Adjustment to unappropriated profit at beginning of the year 22,299,954.05
Including: Changes in accounting policies 22,299,954.05
Unappropriated profit at the beginning of the year after adjustment 16,701,988,301.14
Add: Net profit of the year attributable to shareholders of the Company 3,571,800,762.16
Unappropriated profit carried forward from other comprehensive income -
Less: Transfer to statutory surplus reserve in the current year 94,063,114.53
Transfer to discretionary surplus reserve in the current year -
Ordinary shares' dividends payable 1,124,583,597.45 Note 1
Ordinary shares' dividends converted into share capital -
Pension benefit difference 7,944,921.60 Note 2
Transfer to the National Council for Social Security Fund of the PRC -
Distribution to holders of other equity instruments -
Others 1,883,909.97
Unappropriated profit at the end of the year 19,045,313,519.75
Proportion of
Item Amount appropriation or
allocation
2022 (Restated)
Unappropriated profit at the beginning of the year before adjustment 14,205,879,106.49
Add: Adjustment to unappropriated profit at beginning of the year 21,052,360.17
Including: Changes in accounting policies 21,052,360.17
Unappropriated profit at the beginning of the year after adjustment 14,226,931,466.66
Add: Net profit of the year attributable to shareholders of the Company 3,338,693,816.70
Unappropriated profit carried forward from other comprehensive income 7,513,669.91
Less: Transfer to statutory surplus reserve in the current year 40,734,887.15
Transfer to discretionary surplus reserve in the current year -
Ordinary shares' dividends payable 826,617,003.32
Ordinary shares' dividends converted into share capital -
Pension benefit difference 3,798,761.66
Distribution to holders of other equity instruments
Others -
Unappropriated profit at the end of the year 16,701,988,301.14
- 126 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
47. Unappropriated profit - continued
Note 1: According to the resolution of shareholders' meeting on 22 May 2023, the Company
distributes cash dividends of RMB 4.50 (inclusive of tax) for every 10 shares, totalling
RMB 1,124,583,597.45 on the basis of the total shares of 2,499,074,661 at the end of 2022.
Note 2: This represents the difference between the pension benefits under the original standard
and the retirement benefits of Shantou municipal police officers borne by Shantou Port.
Shantou Port recognizes the related liabilities based on the actuarial results, and
unappropriated profit of RMB 7,944,921.60 is eliminated based on the proportion of
equity interest in Shantou Port.
48. Operating income and operating costs
(1) Details of operating income and operating costs
2023 2022
Item
Income Cost Income Cost
Principal operation 15,568,944,030.70 9,085,897,544.06 16,072,394,601.93 9,433,786,605.46
Other operations 181,531,749.52 232,289,163.69 158,094,525.62 216,675,107.48
Total 15,750,475,780.22 9,318,186,707.75 16,230,489,127.55 9,650,461,712.94
- 127 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
48. Operating income and operating costs - continued
(2) Breakdown information of operating income and operating costs
Ports operation Bonded logistics operation Other operations Total
Category of contracts Operating Operating Operating Operating
Operating costs Operating costs Operating costs Operating costs
income income income income
Mainland China, Hong Kong
10,284,643,568.10 6,714,915,284.62 492,433,288.31 254,604,583.47 181,531,749.52 232,289,163.69 10,958,608,605.93 7,201,809,031.78
and Taiwan area
- Pearl River Delta 6,075,691,801.01 3,640,281,453.34 343,594,001.79 181,329,868.92 181,531,749.52 232,289,163.69 6,600,817,552.32 4,053,900,485.95
- Yangtze River Delta 557,788,311.93 361,926,675.75 - - - - 557,788,311.93 361,926,675.75
- Bohai Rim 76,760,801.96 63,825,074.56 148,839,286.52 73,274,714.55 - - 225,600,088.48 137,099,789.11
- Other areas 3,574,402,653.20 2,648,882,080.97 - - - - 3,574,402,653.20 2,648,882,080.97
Other countries 4,751,630,018.56 2,081,165,945.51 40,237,155.73 35,211,730.46 - - 4,791,867,174.29 2,116,377,675.97
Total 15,036,273,586.66 8,796,081,230.13 532,670,444.04 289,816,313.93 181,531,749.52 232,289,163.69 15,750,475,780.22 9,318,186,707.75
- 128 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
48. Operating income and operating costs - continued
(3) Description of performance obligations
The Group provides port service, bonded logistics service and other services. These services are
obligations performed over a period of time. For port services, as the handling time for containers
and bulk cargos is short, the management believes that it is not necessary to recognize revenue
according to the progress towards the completion of contract and it is an appropriate method to
recognize the fulfilment of performance obligation and revenue upon the completion of the service.
For bonded logistics service and other services, the customers evenly obtain and consume the
economic benefits from the Group's performance of contract, meanwhile the charging rules as
agreed in the contract terms usually adopt daily/month/yearly basis. During the process of rendering
services, the Group recognizes revenue using straight-line method. At the same time, the Group is
primarily responsible for the above services and generally does not have any commitment to the
amount of money expected to be returned to the customer.
Part of the Group's handling contracts are established with discount terms, i.e., the customers whose
business volume reaches agreed level, are granted with preferential charge rate or discount. At the
end of the year, as the business volume finally realized within the contract period is uncertain, the
contract consideration is subject to variable factors. The management includes this part of discount
in other payables and provisions. At the end of the year, the variable considerations arising from
sales discount are set out in Note (VIII) 31 (3) and Note (VIII) 39.
(4) Descriptions on allocation to remaining performance obligations
At the end of the year, the amount of revenue corresponding to the performance obligations which
the Group has entered into a contract for but has not fulfilled or completely fulfilled mainly included
the contract liabilities of RMB 142,080,101.00, of which RMB 97,512,251.80 is expected to be
recognized as revenue in 2024; and RMB 44,567,849.20 is expected to be recognized as revenue in
2025 and subsequent years.
49. Taxes and surcharges
Item 2023 2022
Property tax 75,912,651.85 63,233,633.53
Land use tax 37,809,190.33 36,260,260.97
City construction and maintenance tax 7,891,945.97 8,456,389.09
Education surcharges and local education surcharges 5,953,401.79 6,253,550.00
Stamp duty 5,057,465.35 8,694,943.46
Others (Note) 180,373,370.90 159,350,696.41
Total 312,998,026.19 282,249,473.46
Note: Others mainly represent the social contribution tax and tax on services borne by TCP, a
subsidiary of the Company, totalled BRL 120,997,445.84 (equivalent to RMB
170,698,356.69) for the year.
- 129 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
50. Administrative expenses
Item 2023 2022
Employee benefits 1,297,690,387.03 1,280,394,043.79
Depreciation expenses 75,710,865.79 79,095,275.09
Fees paid to agencies 63,693,285.42 80,164,840.55
Amortization of intangible assets 56,233,463.25 54,493,578.78
Others 283,313,153.89 270,946,998.30
Total 1,776,641,155.38 1,765,094,736.51
51. Research and development expenses
Item 2023 2022
Employee benefits 163,593,250.77 218,783,071.72
Direct materials and outsourced R&D 41,115,107.10 47,737,604.22
Depreciation and amortization 11,500,358.17 15,813,613.68
Others 7,530,356.03 5,371,889.08
Total 223,739,072.07 287,706,178.70
52. Financial expenses
Item 2023 2022
Interest expenses 2,016,181,859.25 1,960,177,578.36
Less: Interest income 497,593,921.36 469,834,098.05
Less: Capitalized interest expenses 45,140,959.39 30,960,097.84
Exchange differences 85,519,920.28 477,004,284.27
Interest expenses -Terminal management rights (Note) 206,277,567.64 222,326,056.63
Interest expenses on lease liabilities 60,834,329.16 73,619,268.64
Handling fee 5,316,520.88 21,148,526.03
Others 7,718,011.68 5,232,154.38
Total 1,839,113,328.14 2,258,713,672.42
Note: Details are set out in Note (VIII) 37.
53. Other income
Classification by nature 2023 2022
Business development subsidy 113,983,657.91 94,355,004.33
Transfer from allocation of deferred income (Note VIII 40) 47,704,466.26 45,858,732.41
Additional deduction of VAT 25,604,125.36 45,179,805.12
Special fund for operation 18,439,586.22 7,385,898.57
Steady post subsidies 1,682,015.15 5,771,198.38
Others 16,975,409.87 43,097,431.61
Total 224,389,260.77 241,648,070.42
- 130 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
54. Investment income
(1) Details of investment income:
Item 2023 2022
Income from long-term equity investments under equity method 5,979,007,585.96 7,185,182,148.75
Including: Income from long-term equity investments of
5,582,402,904.90 6,765,840,426.95
associates under equity method
Income from long-term equity investments of joint ventures
396,604,681.06 419,341,721.80
under equity method
Investment income from disposal of subsidiaries 216,949,902.47 -
Income from disposal of long-term equity investments (Losses
77,647.56 -20,508.06
are marked with "-")
Investment income from held-for-trading financial assets 91,219,728.19 152,728,622.47
Investment income from other non-current financial assets 41,365,576.62 39,525,241.71
Dividend income from investments in other equity instruments 20,056,500.00 240,001.46
Total 6,348,676,940.80 7,377,655,506.33
(2) Details of income from long-term equity investments under equity method
Investee 2023 2022 Reason for changes
SIPG 3,700,844,097.27 4,762,565,562.93 Changes in net profit of investee
Ningbo Zhoushan 1,049,986,813.85 351,607,511.90 Changes in net profit of investee
Terminal Link SAS 221,059,137.39 364,965,366.44 Changes in net profit of investee
Nanshan Group 214,805,574.66 206,680,217.04 Changes in net profit of investee
Euro-Asia Oceangate S.àr.l. 186,208,262.73 140,072,915.26 Changes in net profit of investee
Liaoning Port 151,571,456.52 144,196,061.13 Changes in net profit of investee
Shenzhen China Merchants Qianhai
42,538,797.17 218,696,415.40 Changes in net profit of investee
Industrial Development Co., Ltd.
Others 411,993,446.37 996,398,098.65 Changes in net profit of investee
Total 5,979,007,585.96 7,185,182,148.75
55. Gains (Losses) from changes in fair value
Source resulting in gains from changes in fair values (Losses
2023 2022
are marked with "-")
Held-for-trading financial assets 49,197,662.35 34,417,357.38
Other non-current financial assets 24,155,138.17 -163,451,007.49
Including: Financial assets at fair value through profit or loss 24,155,138.17 -163,451,007.49
Total 73,352,800.52 -129,033,650.11
56. Gains (Losses) from impairment of credit
Item 2023 2022
I. Losses from impairment of credit of accounts receivable -9,285,389.19 -5,939,952.37
II. Gains (Losses) from impairment of credit of other receivables
43,872,200.88 -217,234,842.93
(Losses are marked with "-")
III. Gains (Losses) from impairment of credit of long-term
2,697,229.49 -298,781.25
receivables (Losses are marked with "-")
Total 37,284,041.18 -223,473,576.55
- 131 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
57. Losses from impairment of assets
Item 2023 2022
Losses from impairment of fixed assets -149,923,619.44 -6,048,776.05
Losses from impairment of intangible assets -41,473,147.97 -15,537,122.10
Gains (Losses) from decline in value of inventories (Losses are
99,456.13 -573,122.05
marked with "-")
Total -191,297,311.28 -22,159,020.20
58. Gains from disposal of assets
Amount included in
non-recurring profit
Item 2023 2022
or loss for the current
year
Gains from disposal of non-current assets 36,759,532.61 55,130,095.52 36,759,532.61
Including: Gains from disposal of intangible
35,051,791.80 57,590,483.04 35,051,791.80
assets
Gains (Losses) from disposal of
fixed assets (Losses are marked 1,713,921.04 -1,824,719.58 1,713,921.04
with "-")
Other losses -6,180.23 -635,667.94 -6,180.23
59. Non-operating income
Amount included in
non-recurring profit
Item 2023 2022
or loss for the
current year
Compensation received for violation of
55,396,338.32 2,930,876.85 55,396,338.32
contracts
Management service fee and
11,964,440.07 8,190,857.40 11,964,440.07
directors' remuneration
Land rent deduction 7,124,609.25 6,421,113.49 7,124,609.25
Income from relocation compensation 5,558,730.17 6,955,000.00 5,558,730.17
Gains from retirement or damage of
1,966,904.66 3,138,573.24 1,966,904.66
non-current assets
Including: Gains from retirement
1,765,984.40 3,138,573.24 1,765,984.40
or damage of fixed assets
Exempted current accounts 197,118.09 25,091,421.77 197,118.09
Insurance claims 44,269.64 341,555.58 44,269.64
Operation compensation (Note) - 213,574,591.16 -
Government grants - 1,640,553.77 -
Others 5,049,613.92 10,989,909.51 5,049,613.92
Total 87,302,024.12 279,274,452.77 87,302,024.12
Note: Refer to Note (VIII), 7.3 (2) for details.
- 132 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
60. Non-operating expenses
Amount included in
non-recurring profit
Item 2023 2022
or loss for the
current year
Litigation loss 42,689,603.93 20,603,558.61 42,689,603.93
Losses on retirement of non-current
24,548,001.45 162,620,964.79 24,548,001.45
assets
Including: Losses on retirement
22,356,701.04 34,444,521.73 22,356,701.04
or damage of fixed assets
Expenditure on public welfare
11,153,329.51 21,352,071.53 11,153,329.51
donations
Compensation and liquidated damages 1,195,947.89 11,552,735.44 1,195,947.89
Administrative fines and late fees 624,038.01 - 624,038.01
Others 16,861,919.93 4,312,924.31 16,861,919.93
Total 97,072,840.72 220,442,254.68 97,072,840.72
61. Borrowing costs
Item Capitalization rate Amount capitalized
Construction in progress —— ——
Phase I project for the stuffing and destuffing service area of
3.50% 10,355,373.62
Baoman Port Area, Zhanjiang Port
Phase II project for the operation area terminal at Liaogeshan Port
4.19% 10,134,790.48
Area, Foshan Port
Installation project of bucket-wheel stacker reclaimer,
3.50% 837,359.25
Zhanjiang Port
Phase I expansion project for the container terminal at Baoman
3.30% 57,750.00
Port Area, Zhanjiang Port
Other non-current assets —— ——
Advances for channels 3.50% 23,755,686.04
Sub-total —— 45,140,959.39
Interest expenses included in profit or loss for the period
(Excludes interest expense on terminal operating rights and lease —— 1,971,040,899.86
liabilities）
Total —— 2,016,181,859.25
62. Translation of foreign currencies
Item 2023
Exchange differences included in profit or loss for the period 85,519,920.28
Total 85,519,920.28
63. Income tax expenses
Item 2023 2022
Current income tax expenses 1,129,424,872.77 871,429,455.95
Deferred income tax expenses 174,154,980.16 241,530,220.80
Total 1,303,579,852.93 1,112,959,676.75
- 133 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
63. Income tax expenses - continued
Reconciliation of income tax expenses to the accounting profit is as follows:
Item 2023
Total profit 8,799,191,938.69
Income tax expenses calculated at 25% 2,199,797,984.67
Effect of non-deductible costs, expenses and losses 272,242,876.02
Accrued income tax 384,531,164.82
Effect of deductible temporary differences and deductible losses
232,164,986.26
for which deferred tax assets are not recognized in the year
Effect of tax-free income (Note) -1,152,685,934.75
Effect of tax incentives and changes in tax rate -461,574,423.95
Effect of different tax rates of subsidiaries operating in other jurisdictions -191,471,358.38
Effect of utilizing deductible losses for which deferred tax assets
-47,180,168.14
were not recognized in prior period
Effect of adjustments to income tax of prior year -19,545,836.05
Others 87,300,562.43
Income tax expenses 1,303,579,852.93
Note: This mainly represents the tax effect of income from investments in joint ventures and
associates.
- 134 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
64. Assets with restricted ownership and use right
31/12/2023 31/12/2022
Item Gross carrying Gross carrying
Carrying amount Type of restriction Status of restriction Carrying amount Type of restriction Status of restriction
amount amount
Performance bonds,
Cash and bank balances Performance bonds, frozen funds for card
46,535,456.14 46,535,456.14 Restricted guarantee 9,309,145.94 9,309,145.94 Restricted guarantees
(Note 1) frozen funds, etc. business of Bank of
Communications
Equity investment in
- - —— —— 2,115,796,097.99 2,115,796,097.99 Pledge Pledge of equity
CICT (Note 2)
Equity investment in
- - —— —— 1,047,063,416.30 1,047,063,416.30 Pledge Pledge of equity
TML (Note 2)
Fixed assets (Note 3) 330,222,332.58 291,001,239.59 Mortgage Mortgage borrowings 341,870,382.84 341,870,382.84 Mortgage Mortgage borrowings
Intangible assets
457,654,685.65 457,654,685.65 Mortgage Mortgage borrowings 222,040,259.68 222,040,259.68 Mortgage Mortgage borrowings
(Note 3)
Restricted
Construction in progress
- - —— —— 4,298,598.50 4,298,598.50 construction in Mortgage borrowings
(Note 3)
progress
Total 834,412,474.37 795,191,381.38 —— —— 3,740,377,901.25 3,740,377,901.25 —— ——
Note 1: Details of restricted cash and bank balances are set out in Note (VIII) 1.
Note 2: Details of pledged equity are set out in Note (VIII) 34.
Note 3: Details of mortgage borrowings are set out in Note (VIII) 24 and Note (VIII) 34.
- 135 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
65. Provision for impairment of assets and provision for credit loss
Effect of translation
Effect of Other Other
Write-off and Transfer-out due of financial
changes in the Provision for Reversal for increases decreases
Item 31/12/2022 charge-off for to sale in the statements 31/12/2023
scope of the year the year for the for the
the year current year denominated in
consolidation year year
foreign currencies
Provision for credit loss of accounts
94,013,267.44 -5,662,552.89 20,976,076.79 -11,690,687.60 - 8,087,700.00 - - - 1,473,959.35 91,022,363.09
receivable
Provision for credit loss of other receivables 1,003,685,597.76 -581,674.48 3,495,816.21 -47,368,017.09 -73,074.00 - - - -2,076,917.54 957,081,730.86
Provision for decline in value of inventories 1,326,130.64 - - -99,456.13 - - - - 7,953.87 1,234,628.38
Provision for credit loss of long-term
3,875,396.19 - 921,438.82 -3,618,668.31 - - - - - 1,178,166.70
receivables
Provision for impairment of long-term equity
357,168,270.27 - - - - - - - 5,165,805.49 362,334,075.76
investments
Provision for impairment of fixed assets 63,574,868.76 - 149,923,619.44 - - - - - 5,994.88 213,504,483.08
Provision for impairment of intangible assets 15,537,122.10 - 41,473,147.97 - - - - - - 57,010,270.07
Provision for impairment of goodwill 970,663,044.33 - - - - - - - - 970,663,044.33
Total 2,509,843,697.49 -6,244,227.37 216,790,099.23 -62,776,829.13 -8,160,774.00 - - - 4,576,796.05 2,654,028,762.27
- 136 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
66. Other comprehensive income, net of tax
Details are set out in Note (VIII) 44.
67. Items in cash flow statement
(1) Cash relating to operating activities
Other cash receipts relating to operating activities
Item 2023 2022
Interest income 316,807,536.02 258,843,106.76
Government grants 163,169,407.30 146,183,117.33
Guarantees and deposits 59,967,562.07 56,548,699.29
Insurance indemnities 11,868,450.00 58,668,674.41
Rentals 11,677,109.86 6,633,711.38
Others 364,073,953.84 614,917,616.16
Total 927,564,019.09 1,141,794,925.33
Other cash payments relating to operating activities
Item 2023 2022
Advance payment 191,928,420.03 328,830,785.30
Operating expenses such as operating costs
167,200,604.70 136,317,839.62
and administrative expenses etc.
Guarantees and deposits 59,616,680.63 47,134,870.60
Rentals 26,007,218.14 22,559,158.93
Harbor dues on cargo 7,279,452.46 14,619,372.24
Port charges 5,743,216.19 5,422,920.14
Others 395,451,467.06 471,440,206.57
Total 853,227,059.21 1,026,325,153.40
(2) Cash relating to investing activities
Cash receipts relating to significant investing activities
Item 2023 2022
Recovered structured deposits 28,397,000,000.00 40,874,000,000.00
Recovered lending(Note 1) 2,965,681,743.10 -
Dividends received 2,186,696,975.69 2,239,605,794.55
Funds for disposal of subsidiaries received (Note 2) 1,683,385,533.43 -
Total 35,232,764,252.22 43,113,605,794.55
Note 1: It represents the recovery of RMB 2,965,681,743.10 lent to Terminal Link SAS.
Note 2: The funds received for disposal of subsidiaries during the year represent the amount
received for disposal of Ningbo Daxie.
- 137 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
67. Items in cash flow statement - continued
(2) Cash relating to investing activities - continued
Cash payments relating to significant investing activities
Item 2023 2022
Purchase of structured deposits 29,967,000,000.00 36,954,000,000.00
Investment funds - 17,549,460,113.25
Total 29,967,000,000.00 54,503,460,113.25
Other cash receipts relating to investing activities
Item 2023 2022
Recovered lending by Terminal Link SAS 2,965,681,743.10 -
Interest on advances for the project 177,940,904.60 169,844,015.81
Net cash receipts from acquisition of subsidiaries
- 74,295,900.85
and other business units
Recovered principal for the advances of the project - 45,535,614.18
Others 21,332,655.57 5,388,978.50
Total 3,164,955,303.27 295,064,509.34
Other cash payments relating to investing activities
Item 2023 2022
Performance guarantees for project development 39,087,797.69 -
Disposal of equity of subsidiaries 35,267,442.35 -
Payment of taxes on land acquisition and reserve by An
Tong Jie Terminal Warehouse Service (Shenzhen) Co., Ltd. - 947,426,040.54
("ATJ")
Others 8,308,063.29 7,376,441.76
Total 82,663,303.33 954,802,482.30
(3) Cash relating to financing activities
Other cash receipts relating to financing activities
Item 2023 2022
Sale and leaseback proceeds 328,026,212.50 50,000,000.00
Others 6,728,017.13 6,303,169.80
Total 334,754,229.63 56,303,169.80
- 138 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
67. Items in cash flow statement - continued
(3) Cash relating to financing activities - continued
Other cash payments relating to financing activities
Item 2023 2022
Repayment of perpetual bonds 4,222,148,460.84 -
Payment for the Company's acquisition of minority interests
872,848,916.41 660,552,076.54
of CM Port
Lease expenses paid 829,455,300.35 422,373,905.31
Payment for the Company's acquisition of minority interests
818,659,106.04 -
of Oasis King International Limited
Payment for the Company's acquisition of minority interests
109,901,500.00 -
of CM International Tech
Payment for non-public shares issued by the Company - 7,778,570.52
Others 14,080,546.68 33,412,187.98
Total 6,867,093,830.32 1,124,116,740.35
Changes in liabilities arising from financing activities
Increase for the year Decrease for the year
Item 31/12/2022 Non-cash Non-cash 31/12/2023
Cash changes Cash changes
changes changes
Short-term borrowings 7,164,338,366.18 18,324,960,509.40 531,121,750.39 10,306,375,337.00 - 15,714,045,288.97
Long-term borrowings 12,390,099,177.85 11,091,911,738.15 - 4,325,439,446.26 929,027,515.03 18,227,543,954.71
Non-current liabilities
11,641,223,688.95 - 7,930,642,448.33 12,695,530,031.31 58,931,816.72 6,817,404,289.25
due within one year
Bonds payable 19,088,293,099.02 - 199,215,465.13 - 5,000,000,000.00 14,287,508,564.15
Lease liabilities 948,350,914.04 - 404,265,256.81 114,686,862.61 236,757,101.32 1,001,172,206.92
Dividends payable 92,374,921.29 - 2,924,344,643.64 2,880,173,694.97 24,648,655.69 111,897,214.27
Other current liabilities 3,017,713,424.64 6,328,026,212.50 77,180,966.07 7,415,730,466.23 - 2,007,190,136.98
Total 54,342,393,591.97 35,744,898,460.05 12,066,770,530.37 37,737,935,838.38 6,249,365,088.76 58,166,761,655.25
(4) The Company has no cash flows presented on a net basis
(5) Significant activities that do not involve cash receipts and payment for the current period
but have an impact on the enterprise's financial position or may affect the enterprise's cash
flows in the future and their financial effects:
- 139 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
68. Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Supplementary information 2023 2022 (Restated)
1. Reconciliation of net profit to cash flows from operating activities: —— ——
Net profit 7,495,612,085.76 8,231,903,300.27
Add: Provision for impairment of assets 191,297,311.28 22,159,020.20
Provision for impairment of credit -37,284,041.18 223,473,576.55
Depreciation of fixed assets 1,983,548,731.36 2,015,080,231.04
Depreciation of investment properties 182,833,076.22 184,276,397.36
Depreciation of right-of-use assets 357,502,960.45 349,846,619.98
Amortization of intangible assets 686,879,674.72 663,429,174.32
Amortization of long-term prepaid expenses 92,971,461.67 84,874,394.19
Losses (Gains) from disposal of fixed assets, intangible assets
-36,759,532.61 -55,130,095.52
and other long-term assets (Losses are marked with "-")
Losses on retirement of fixed assets, intangible assets
22,581,096.79 159,482,391.55
and other long-term assets
Losses (Gains) from changes in fair value (Losses are marked
-73,352,800.52 129,033,650.11
with "-")
Financial expenses 2,185,350,735.70 2,532,320,466.47
Investment loss (income) (Losses are marked with "-") -6,348,676,940.80 -7,377,655,506.33
Decrease in deferred tax assets 19,435,343.92 20,145,903.44
Increase in deferred tax liabilities 154,719,636.24 221,384,317.36
Decrease (Increase) in inventories (Losses are marked with "-") 6,316,130.87 -30,798,761.65
Decrease (Increase) in operating receivables (Losses are
-132,511,582.62 -245,987,914.80
marked with "-")
Increase (Decrease) in operating payables (Losses are marked
-170,856,712.08 -207,459,774.19
with "-")
Net cash flows from operating activities 6,579,606,635.17 6,920,377,390.35
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 - -
3. Net changes in cash and cash equivalents: ——
Closing balance of cash 16,018,613,631.10 13,567,309,471.62
Less: Opening balance of cash 13,567,309,471.62 12,727,355,238.36
Add: Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase in cash and cash equivalents 2,451,304,159.48 839,954,233.26
(2) Cash and cash equivalents
Item 31/12/2023 31/12/2022
I. Cash 16,018,613,631.10 13,567,309,471.62
Including: Cash on hand 974,692.93 726,960.10
Bank deposits available for payment at any time 16,009,954,475.85 13,045,336,190.09
Other monetary funds available for payment at any time 7,684,462.32 521,246,321.43
II. Cash equivalents - -
III. Balance of cash and cash equivalents at the end of the year 16,018,613,631.10 13,567,309,471.62
- 140 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
68. Supplementary information to the cash flow statement - continued
(3) Net cash receipts from disposal of subsidiaries
Amount
Cash or cash equivalents received in the current year from disposal of subsidiaries
1,797,936,550.00
in the current year
Including: Ningbo Daxie 1,714,909,050.00
Dalian Port Logistics Network Co., Ltd. 63,716,000.00
Yingkou Gangxin Technology Co., Ltd. 19,311,500.00
Less: Cash and cash equivalents held by subsidiaries on the date when control is lost 149,818,458.92
Including: Ningbo Daxie 31,523,516.57
Dalian Port Logistics Network Co., Ltd. 86,068,813.26
Yingkou Gangxin Technology Co., Ltd. 32,226,129.09
Add: Cash or cash equivalents received in the current year from disposal of
-
subsidiaries in prior periods
Including: Ningbo Daxie -
Dalian Port Logistics Network Co., Ltd. -
Yingkou Gangxin Technology Co., Ltd. -
Net cash receipts from disposal of subsidiaries 1,648,118,091.08
(4) The Company has no items with restricted use but are still presented as cash and cash
equivalents.
(5) Cash and bank balances not classified as cash and cash equivalents
Items 2023 2022 Reason
Restricted guarantees 44,697,370.16 9,297,145.94 Restricted scope of use
Interest receivable from bank deposits 14,497,091.00 16,126,969.60 Not actually received
Not available for
Funds frozen for litigation 1,826,085.98 -
withdrawal at any time
Not available for
Guarantees frozen for ETC 12,000.00 12,000.00
withdrawal at any time
Interest on time deposit - 23,183,152.24 Not actually received
Total 61,032,547.14 48,619,267.78 /
- 141 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
69. Foreign currency monetary items
Closing balance in foreign
Item Exchange rate Closing balance in RMB
currency
Cash and bank balances 2,988,104,992.31
Including: HKD 19,647,056.77 0.9062 17,804,555.79
USD 317,185,988.33 7.0827 2,246,533,199.54
RMB 408,295,641.99 1.0000 408,295,641.99
EUR 40,140,420.78 7.8592 315,471,594.99
Accounts receivable 173,075,521.17
Including: HKD 512,979.31 0.9062 464,872.11
USD 1,423,085.41 7.0827 10,079,287.03
EUR 20,680,395.21 7.8592 162,531,362.03
Other receivables 799,457,535.30
Including: HKD 524,271,214.69 0.9062 475,105,060.18
USD 1,343,324.84 7.0827 9,514,366.84
EUR 9,691,705.64 7.8592 76,169,052.97
RMB 238,669,055.31 1.0000 238,669,055.31
Long-term receivables 282,209,825.00
Including: EUR 25,995,028.12 7.8592 204,300,125.00
Short-term borrowings 6,885,485,000.00
USD 550,000,000.00 7.0827 3,895,485,000.00
RMB 2,990,000,000.00 1.0000 2,990,000,000.00
Accounts payable 40,104,170.70
Including: HKD 1,173,832.48 0.9062 1,063,750.47
USD 44,617.49 7.0827 316,012.30
EUR 4,927,270.96 7.8592 38,724,407.93
Other payables 668,048,202.56
Including: HKD 32,251,917.27 0.9062 29,227,332.47
USD 39,743,432.26 7.0827 281,490,807.67
EUR 13,924,592.03 7.8592 109,436,153.68
RMB 247,893,908.74 1.0000 247,893,908.74
Non-current liabilities due
175,706,225.87
within one year
Including: USD 23,489,155.23 7.0827 166,366,639.76
RMB 9,339,586.11 1.0000 9,339,586.11
Long-term borrowings 4,656,000,000.00
Including: RMB 4,656,000,000.00 1.0000 4,656,000,000.00
Bonds payable 11,287,508,564.15
Including: USD 1,593,673,113.95 7.0827 11,287,508,564.15
Long-term payables 9,391,615.50
Including: HKD 2,366,680.97 0.9062 2,144,733.63
USD 1,023,180.69 7.0827 7,246,881.87
- 142 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
70. Leases
(1) Lessor under operating lease
Item Amount
I. Revenue ——
Lease income 288,005,772.42
Including: Income related to variable lease payments that are not included
-
in lease receipts
II. Undiscounted lease receipts received after the balance sheet date ——
1st year 206,915,451.16
2nd year 144,032,701.64
3rd year 118,298,471.55
4th year 83,869,818.08
5th year 45,923,854.38
Over 5 years 121,551,555.20
Note: The operating leases where the Group acts as the lessor are related to port and terminal
facilities, machinery and equipment, vehicles, land and buildings, with lease terms ranging
from 1 month to 50 years and option to renew the lease of port and terminal facilities,
machinery and equipment, land and buildings. The Group considers that the unguaranteed
balance of leased assets does not constitute significant risk of the Group, as the assets are
properly used.
(2) Lessee
Item Amount
Interest expenses on lease liabilities 60,834,329.16
Short-term lease expenses that are accounted for using simplified approach
55,635,496.52
and included in cost of related assets or profit or loss for the period
Expenses on leases of low-value assets (exclusive of expenses on short-term leases
of low-value assets) that are accounted for using simplified approach and included in 2,564,521.41
cost of related assets or profit or loss for the period
Variable lease payments that are included in cost of related assets or profit or loss
-
but not included in measurement of lease liabilities
Including: The portion arising from sale and leaseback transactions -
Income from sub-lease of right-of-use assets 11,364,199.51
Total cash outflows relating to leases 837,856,182.83
Income (loss) from sale and leaseback transactions 61,743,409.02
Cash inflows from sale and leaseback transactions 328,026,212.50
Cash outflows from sale and leaseback transactions 520,496,584.08
Others -
- 143 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
70. Leases - continued
(2) Lessee - continued
Sale and leaseback transactions and basis for determination:
Note: For the purpose of raising funds and leasing back for use, the Company carries out sale and
leaseback transaction with the legally owned terminal assets as the subject of the transfer
and the leased assets, for a term of three years. As the Company is entitled to repurchase at
the expiry of the lease term and the repurchase price is not lower than the original selling
price, it is considered as a financing transaction and is recognized as a long-term payable
when the amount is received from the lessor, and the difference between the original selling
price and the repurchase price is recognized as interest expenses.
(IX) R&D EXPENDITURE
1. Disclosure by nature of expenses
Item 2023 2022
Employee benefits 166,273,348.83 222,334,684.01
Direct materials and outsourced R&D 78,769,899.84 57,140,031.23
Depreciation and amortisation 11,654,856.90 16,295,546.56
Others 15,963,664.54 23,694,839.98
Total 272,661,770.11 319,465,101.78
Including: R&D expenditure recorded as expenses 223,739,072.07 287,706,178.70
R&D expenditure capitalised 48,922,698.04 31,758,923.08
- 144 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(IX) R&D EXPENDITURE - continued
2. Development expenditure for R&D projects that qualify for capitalisation
Increase Decrease
Internal
Item 31/12/2022 Recognised as fixed Recognised as Transferred to profit 31/12/2023
development
assets intangible assets or loss for the period
expenditure
Eport - 30,150,532.71 - - - 30,150,532.71
Other R&D projects 17,412,196.16 19,364,847.34 15,065,485.70 279,255.32 592,682.01 20,839,620.47
Total 17,412,196.16 49,515,380.05 15,065,485.70 279,255.32 592,682.01 50,990,153.18
(X) CHANGES IN SCOPE OF CONSOLIDATION
1. Disposal of subsidiaries
Loss of control over subsidiaries
Amount of other
Difference between disposal Proportion of comprehensive income
Disposal Disposal Disposal
Determination basis consideration and shares of remaining equity related to equity
Point in time of consideration at proportion at approach at
Name of the subsidiary for point in time of corresponding net assets of at the date of investments of the original
losing control point in time of losing point in time of point in time of
losing control the subsidiary at losing control subsidiary transferred to
control losing control (%) losing control
consolidated level (%) investment gains or losses
or retained earnings
Completion of
Ningbo Daxie August 2023 1,845,000,000.00 45.00 Transfer of equity transaction and transfer 205,336,602.02 - -
of control
Completion of
Dalian Port Logistics Network
November 2023 63,716,000.00 79.03 Transfer of equity transaction and transfer 19,694,127.20 - -
Co., Ltd.
of control
Completion of
Gangxin Technology November 2023 19,311,500.00 100.00 Transfer of equity transaction and transfer -8,080,826.75 - -
of control
- 145 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XI) EQUITY IN OTHER ENTITIES
1. Interests in subsidiaries
(1) Composition of the Group - Major subsidiaries
Registered capital Shareholding ratio
Principal
Place of Nature of (RMB'0000, of the Company
Name of the subsidiary place of Acquisition method
incorporation business unless otherwise (%)
business
specified) Direct Indirect
Shenzhen Chiwan International Freight Agency Shenzhen Shenzhen Logistics support
550.00 100.00 - Established through investment
Co., Ltd. China China services
Chiwan Wharf Holdings (Hong Kong) Ltd. Investment
HK China HK China HKD 1,000,000 100.00 - Established through investment
(Wharf Holdings Hong Kong) holding
Dongguan Dongguan Logistics support
Dongguan Shenchiwan Port Affairs Co., Ltd. 45,000.00 85.00 - Established through investment
China China services
Dongguan Dongguan Logistics support
Dongguan Shenchiwan Wharf Co., Ltd. 40,000.00 100.00 - Established through investment
China China services
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Chiwan Harbor Container Co. Ltd. 28,820.00 100.00 -
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Chiwan Port Development Co., Ltd. 10,000.00 100.00 -
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Chiwan Container Terminal Co., Ltd. USD 95,300,000 55.00 20.00
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Chiwan Tugboat Co., Ltd. 2,400.00 100.00 -
China China services enterprises under common control
Logistics support Business combination involving
Chiwan Shipping (Hong Kong) Limited HK China HK China HKD 800,000 100.00 -
services enterprises under common control
Investment HKD Business combination involving
CM Port (Note 1) HK China HK China 0.38 48.90
holding 48,730,938,800 enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
China Merchants Bonded Logistics Co., Ltd. 70,000.00 40.00 60.00
China China services enterprises under common control
Shenzhen Shenzhen Business combination involving
CM International Tech IT service 8,784.82 56.26 43.74
China China enterprises under common control
China Merchants International (China) Investment Shenzhen Shenzhen Investment Business combination involving
USD67,400,000 - 100.00
Co., Ltd. China China holding enterprises under common control
China Merchants International Container Terminal Qingdao Logistics support Business combination involving
Qingdao China USD 206,300,000 - 100.00
(Qingdao) Co., Ltd. China services enterprises under common control
Logistics support Business combination involving
China Merchants Container Services Limited HK China HK China HKD 500,000 - 100.00
services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
China Merchants Port (Shenzhen) Co., Ltd. 55,000.00 - 100.00
China China services enterprises under common control
Engineering
Shenzhen Shenzhen Business combination involving
Shenzhen Haiqin Project Management Co., Ltd. supervision 1,000.00 - 100.00
China China enterprises under common control
service
Preparation for
Shenzhen Shenzhen Business combination involving
ATJ the warehousing HKD 100,000,000 - 100.00
China China enterprises under common control
project
Preparation for
Shenzhen Shenzhen Business combination involving
ASJ the warehousing HKD 100,000,000 - 100.00
China China enterprises under common control
project
China Merchants International Terminal (Qingdao) Qingdao Logistics support Business combination involving
Qingdao China USD 44,000,000 - 90.10
Co., Ltd. China services enterprises under common control
Logistics support Business combination involving
CICT Sri Lanka Sri Lanka USD 150,000,100 - 85.00
services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Magang Godown & Wharf 33,500.00 - 100.00
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Mawan Port Services Co., Ltd. 20,000.00 - 100.00
China China services enterprises under common control
Zhangzhou Zhangzhou Logistics support Business combination involving
Zhangzhou China Merchants Tugboat Co., Ltd. 1,500.00 - 100.00
China China services enterprises under common control
Zhangzhou Zhangzhou Logistics support Business combination involving
Zhangzhou China Merchants Port Co., Ltd. 116,700.00 - 60.00
China China services enterprises under common control
Zhangzhou Investment Promotion Bureau
Zhangzhou Zhangzhou Logistics support Business combination involving
Xiamenwan Port Affairs Co., Ltd. ("Xiamenwan 44,450.00 - 31.00
China China services enterprises under common control
Port Affairs") (Note 2)
Shenzhen Shenzhen Logistics support Business combination involving
Shekou Container Terminals Ltd. HKD 618,201,200 - 100.00
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Lianyunjie Container Terminals Co., Ltd. 60,854.90 - 100.00
China China services enterprises under common control
Anxunjie Container Terminals (Shenzhen) Shenzhen Shenzhen Logistics support Business combination involving
127,600.00 - 100.00
Co., Ltd. China China services enterprises under common control
Preparation for
Anyunjie Port Warehousing Service (Shenzhen) Shenzhen Shenzhen Business combination involving
the warehousing 6,060.00 - 100.00
Co., Ltd. China China enterprises under common control
project
- 146 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XI) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - Major subsidiaries - continued
Registered capital Shareholding ratio
Principal
Place of Nature of (RMB'0000, of the Company
Name of the subsidiary place of Acquisition method
incorporation business unless otherwise (%)
business
specified) Direct Indirect
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Haixing 53,072.92 - 67.00
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Lianyongtong Terminal Co., Ltd. USD 7,000,000 - 100.00
China China services enterprises under common control
Logistics support Business combination involving
Yide Port Foshan China Foshan China 21,600.00 51.00 -
services enterprises under common control
Investment Business combination involving
Mega SCT BVI BVI USD 120.00 - 80.00
holding enterprises under common control
Investment Business combination involving
Oasis King International Limited BVI BVI USD 100.00 - 100.00
holding enterprises under common control
Republic of Republic of Logistics support Business combination involving
Lome Container Terminal S.A. (Note 3) XOF 200,000,000 - 100.00
Togo Togo services enterprises under common control
Investment Business combination involving
Gainpro Resources Limited BVI BVI USD 1.00 - 76.47
holding enterprises under common control
Hambantota International Port Group (Private) Logistics support USD Business combination involving
Sri Lanka Sri Lanka - 85.00
Limited services 1,145,480,000 enterprises under common control
Shantou Logistics support Business combination involving
Shantou port Shantou China 12,500.00 - 60.00
China services enterprises under common control
Shenzhen Jinyu Rongtai Investment Development Shenzhen Shenzhen Property lease, Business combination involving
80,000.00 - 100.00
Co., Ltd. China China etc. enterprises under common control
Shenzhen Merchants Qianhaiwan Real Estate Shenzhen Shenzhen Property lease,
20,000.00 - 100.00 Asset acquisition
Co., Ltd China China etc.
Shenzhen Shenzhen Investment Business combination involving
Juzhongzhi Investment (Shenzhen) Co., Ltd. 4,000.00 - 75.00
China China consulting enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Lianda Tugboat Co., Ltd. 200.00 - 60.29
China China services enterprises under common control
Zhangzhou Zhangzhou Logistics support Business combination involving
China Ocean Shipping Tally Zhangzhou Co., Ltd. 200.00 - 84.00
China China services enterprises under common control
Logistics support Business combination involving
China Merchants Holdings (Djibouti) FZE Djibouti Djibouti USD 38,140,000 - 100.00
services enterprises under common control
Investment Business combination involving
Xinda Resources Limited BVI BVI USD 107,620,000 - 77.45
holding enterprises under common control
Investment Business combination involving
Kong Rise Development Limited HK China HK China USD 107,620,000 - 100.00
holding enterprises under common control
Logistics support Business combination not involving
TCP Brazil Brazil BRL 68,851,600 - 100.00
services enterprises under common control
Investment Business combination involving
Direcet Achieve Investments Limited HK China HK China USD 814,781,300 - 100.00
holding enterprises under common control
Zhoushan Zhoushan Logistics support
Zhoushan RoRo 17,307.86 51.00 - Asset acquisition
China China services
Shenzhen Shenzhen Logistics support
Shenzhen Haixing Logistics Development Co., Ltd. 7,066.79 - 100.00 Asset acquisition
China China services
Zhanjiang Zhanjiang Logistics support Business combination not involving
Zhanjiang Port 587,420.91 30.78 27.58
China China services enterprises under common control
Zhanjiang Port International Container Terminal Zhanjiang Zhanjiang Logistics support Business combination not involving
60,000.00 - 80.00
Co., Ltd. China China services enterprises under common control
Zhanjiang Port Petrochemical Terminal Co., Ltd. Zhanjiang Zhanjiang Logistics support Business combination not involving
18,000.00 - 50.00
(Note 4) China China services enterprises under common control
Zhanjiang Zhanjiang Logistics support Business combination not involving
China Ocean Shipping Tally Co., Ltd., Zhanjiang 300.00 - 84.00
China China services enterprises under common control
Zhanjiang Port Donghaidao Bulk Cargo Terminal Zhanjiang Zhanjiang Logistics support Business combination not involving
5,000.00 - 100.00
Co., Ltd. China China services enterprises under common control
Zhanjiang Zhanjiang Logistics support Business combination not involving
Zhanjiang Port Logistics 10,000.00 - 100.00
China China services enterprises under common control
Guangdong Zhanjiang Port Longteng Shipping Zhanjiang Zhanjiang Logistics support Business combination not involving
9,000.00 - 51.00
Co., Ltd. China China services enterprises under common control
Shantou Logistics support
Shantou Harbor Towage Service Co., Ltd. Shantou China 1,000.00 - 100.00 Established through investment
China services
Logistics support
Sanya Merchants Port Development Co., Ltd. Sanya China Sanya China 1,000.00 51.00 - Established through investment
services
Shenzhen Shenzhen Owning China HKD Business combination involving
Malai Warehousing (Shenzhen) Co., Ltd - 100.00
China China Qianhai property 1,600,000,000 enterprises under common control
Hong Kong Hong Kong Investment
Ports Development (Hong Kong) Limited 2,768,291.56 100.00 - Established through investment
China China holding
Property
Shunkong Port Foshan China Foshan China development and 34,489.79 51.00 - Asset acquisition
management
South Asia Trade and Logistics Center Logistics support USD
Sri Lanka Sri Lanka - 70.00 Established through investment
Co., Ltd.("SACL") ( Note 5) services 37,140,000
- 147 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XI) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - Major subsidiaries - continued
Note 1: On 19 June 2018, the Company and China Merchants Group (Hong Kong) Co., Ltd.
("CMHK") entered into an "Agreement of Concerted Action on China Merchants Port
Holdings Company Limited". According to the agreement, CMHK unconditionally keeps
consistent with the Company when voting for the matters discussed at the general
shareholders' meeting of CM Port in respect of its voting power of CM Port as entrusted,
and performs the voting as per the Company's opinion. In March 2022, the Company
transferred its 43.00% equity contribution in China Merchants Port Holdings Company
Limited to the wholly-owned subsidiary Ports Development (Hong Kong) Co., Ltd.
In June and October 2023, CM Port respectively distributed 2022 dividends and 2023
interim dividends to shareholders. The shareholders may select to receive the dividends
all in cash or shares, or receive the dividends part in cash and part in new shares. The
Company and Ports Development (Hong Kong) Co., Ltd. select to receive all dividends
attributable to their shareholdings in CM Port in the form of shares, and CMHK selects to
receive the 2022 dividends in cash and the 2023 interim dividends attributable to its
shareholding in CM Port in the form of shares. In 2023, Ports Development (Hong Kong)
Co., Ltd. acquired 94,702,000 ordinary shares of CM Port from the secondary market.
Upon the completion of above distribution and the transaction, the proportion of the
ordinary shares of CM Port held by the Group to the total issued ordinary shares of CM
Port was changed from 45.69% to 49.28%, while the proportion of the ordinary shares of
CM Port held by CMHK to the total issued ordinary shares of CM Port was changed from
22.42% to 21.85%. Therefore, the Company has 71.13% voting power on CM Port in total
and is able to exercise control over CM Port.
Note 2: The Group and China Merchants Zhangzhou Development Zone Co., Ltd. entered into an
"Equity Custody Agreement", according to which China Merchants Zhangzhou
Development Zone Co., Ltd. entrusted its 29% equity of ZCMG to the Group for operation
and management. Therefore, the Group has 60% voting power of ZCMG and includes it
in the scope of consolidation of the consolidated financial statements.
Note 3: The Group is entitled to the nomination of most members of the executive commission
and has control over Lome Container Terminal S.A. Therefore, the Group includes it in
the scope of consolidation of the consolidated financial statements.
Note 4: The Group holds 50% equity interest in Zhanjiang Port Petrochemical Terminal Co., Ltd.
According to the agreement, the Group has control over Zhanjiang Port Petrochemical
Terminal Co., Ltd., and therefore includes it in the scope of consolidation of the
consolidated financial statements.
Note 5: SACL is a limited liability company established by CM Port in Sri Lanka on 21 April
2023.
- 148 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XI) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(2) Significant non-wholly-owned subsidiaries
Proportion of Profit or loss Dividends distributed Balance of
Name of the ownership interest attributable to minority to minority minority interests
subsidiary held by the minority shareholders in the shareholders in the at the end of the
shareholders (%) current year current year year
CM Port 50.72 3,790,168,766.29 1,716,130,041.14 61,593,070,426.41
- 149 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XI) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(3) Major financial information of significant non-wholly-owned subsidiaries
31/12/2023 31/12/2022
Name of the
Non-current Current Non-current Non-current Current Non-current
subsidiary Current assets Total assets Total liabilities Current assets Total assets Total liabilities
assets liabilities liabilities assets liabilities liabilities
CM Port 15,917,026,132.04 135,313,877,243.36 151,230,903,375.40 18,457,977,486.53 27,802,818,508.45 46,260,795,994.98 12,837,082,258.94 137,558,098,661.09 150,395,180,920.03 18,761,895,893.60 25,152,356,977.50 43,914,252,871.10
2023 2022
Name of
Total Total
the Cash flows from Cash flows from
Operating income Net profit comprehensive Operating income Net profit comprehensive
subsidiary operating activities operating activities
income income
CM Port 10,503,277,811.44 6,466,697,575.11 7,608,794,449.88 4,852,710,141.52 10,926,649,847.41 7,771,272,424.87 9,468,881,467.49 5,181,954,271.51
- 150 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XI) EQUITY IN OTHER ENTITIES - continued
2. Transactions resulting from changes in ownership interests in subsidiaries without
losing control over the subsidiaries
(1) Description of changes in ownership interests in subsidiaries
During the year, the Group's ownership interests in CM Port is changed from 45.69% to 49.28%.
Details are set out in Note (XI) 1 (1).
During the year, the Group's ownership interests in CM International Tech is changed from 56.92%
to 100%.
During the year, the Group's ownership interests in Oasis King International Limited is changed
from 70.00% to 100%.
(2) Effect of the transactions on minority interests and equity attributable to owners of the
Company
Oasis King
CM International
CM Port International Total
Tech
Limited
Acquisition cost
- Cash 880,259,262.73 109,901,500.00 818,659,106.04 1,808,819,868.77
- Fair value of non-cash assets 1,398,559,890.07 - - 1,398,559,890.07
Total acquisition cost 2,278,819,152.80 109,901,500.00 818,659,106.04 3,207,379,758.84
Less: Share of net assets of subsidiaries
calculated based on the proportion of 4,547,937,480.41 82,775,475.48 819,100,518.20 5,449,813,474.09
equity acquired
Difference -2,269,118,327.61 27,126,024.52 -441,412.16 -2,242,433,715.25
Including: Adjustment to capital reserve 2,269,118,327.61 -27,126,024.52 441,412.16 2,242,433,715.25
Adjustment to surplus reserve - - - -
Adjustment to unappropriated profit - - - -
3. Interests in joint ventures and associates
(1) Significant joint ventures or associates
Proportion of ownership
Accounting treatment
Principal place Place of interests held by the Group
Investee Nature of business of investments in
of business registration (%)
associates
Direct Indirect
Associate
Port and container
SIPG Shanghai, PRC Shanghai, PRC - 28.05 Equity method
terminal business
Port and container
Ningbo Zhoushan Ningbo, PRC Ningbo, PRC 20.98 2.10 Equity method
terminal business
- 151 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XI) EQUITY IN OTHER ENTITIES - continued
4. Key financial information of significant associate
SIPG
31/12/2023 / 31/12/2022/
2023 2022
Current assets 53,049,570,240.87 46,525,054,810.02
Including: Cash and cash equivalents 35,721,676,040.14 26,843,326,028.04
Non-current assets 150,525,944,932.10 135,276,650,788.84
Total assets 203,575,515,172.97 181,801,705,598.86
Current liabilities 22,835,359,505.98 25,863,891,496.14
Non-current liabilities 44,553,743,360.00 34,770,765,671.21
Total liabilities 67,389,102,865.98 60,634,657,167.35
Net assets 136,186,412,306.99 121,167,048,431.51
Minority interests 13,010,972,126.11 8,839,640,972.54
Net assets attributable to owners of the Company 123,175,440,180.88 112,327,407,458.97
Share of net assets calculated based on the proportion of
34,550,710,970.74 31,507,837,792.24
ownership interests
Adjustments
- Goodwill 2,427,508,397.27 2,427,508,397.27
- Others 234,665,770.76 236,552,011.66
Carrying amount of equity investments in associates 37,212,885,138.77 34,171,898,201.17
Fair value of publicly quoted equity investments in associates 32,003,432,940.50 34,877,210,592.30
Operating income 37,551,570,005.56 37,279,806,723.63
Net profit 14,007,787,452.35 17,910,112,648.83
Other comprehensive income -58,126,233.99 -526,788,637.24
Total comprehensive income 13,949,661,218.36 17,383,324,011.59
Dividends received from associates in the current year 914,383,798.30 1,240,688,187.97
Ningbo Zhoushan
31/12/2023
Current assets 19,223,549,000.00
Including: Cash and cash equivalents 9,635,337,000.00
Non-current assets 93,105,852,000.00
Total assets 112,329,401,000.00
Current liabilities 22,201,633,000.00
Non-current liabilities 9,429,720,000.00
Total liabilities 31,631,353,000.00
Net assets 80,698,048,000.00
Minority interests 5,828,457,000.00
Net assets attributable to owners of the Company 74,869,591,000.00
Share of net assets calculated based on the proportion of
17,279,901,602.80
ownership interests
Adjustments
- Goodwill 1,231,115,756.87
- Others 120,136,754.64
Carrying amount of equity investments in associates 18,631,154,114.31
Fair value of publicly quoted equity investments in associates 15,982,528,312.20
Operating income 25,993,200,000.00
Net profit 5,156,174,000.00
Other comprehensive income 76,072,000.00
Total comprehensive income 5,232,246,000.00
Dividends received from associates in the current year 390,875,794.33
- 152 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XI) EQUITY IN OTHER ENTITIES - continued
4. Key financial information of significant associate - continued
Note: Ningbo Zhoushan has become an important associate this year and only disclosed financial
data for this year, Ningbo Zhoushan's financial data are accurate to the nearest RMB
1,000.00.
5. Summarized financial information of insignificant associates and joint ventures
31/12/2022
31/12/2023
Item / 2022
/2023
(Restated)
Joint ventures: —— ——
Total carrying amount of investments 8,957,993,335.22 9,716,793,055.72
Aggregate of following items calculated based on
—— ——
the proportion of ownership interest
- Net profit 396,604,681.06 419,341,721.80
- Other comprehensive income -879,272,391.47 175,421,702.38
- Total comprehensive income -482,667,710.41 594,763,424.18
Associates: —— ——
Total carrying amount of investments 31,864,085,187.97 48,475,602,662.16
Aggregate of following items calculated based on
—— ——
the proportion of ownership interest
- Net profit 831,571,993.78 2,003,274,864.02
- Other comprehensive income 138,977,006.59 -300,868,120.56
- Total comprehensive income 970,549,000.37 1,702,406,743.46
6. The investees where the Group holds long-term equity investments are not restricted
to transfer funds to the Group.
(XII) GOVERNMENT GRANTS
1. Government grants recognised as receivables at the end of current year
Balance of receivables as at the end of current year 2,181,470.00
2. Liabilities involving government grants
Amount
New Amount
included in Other Related to
Item 31/12/2022 government included in 31/12/2023
non-operating changes assets/income
grants other income
income
Deferred income 1,031,273,189.74 41,207,834.25 - 47,704,466.26 - 1,024,776,557.73 Related to assets
Total 1,031,273,189.74 41,207,834.25 - 47,704,466.26 - 1,024,776,557.73 ——
- 153 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XII) GOVERNMENT GRANTS - continued
3. Government grants included in profit or loss
Item 2023 2022
Business development subsidy 113,983,657.91 94,355,004.33
Special fund for operation 18,439,586.22 7,385,898.57
Steady post subsidies 1,682,015.15 5,771,198.38
Others 15,133,244.06 42,331,663.35
Total 149,238,503.34 149,843,764.63
(XIII) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS
The Group's major financial instruments include cash and bank balances, held-for-trading financial
assets, notes receivable, accounts receivable, receivables financing, other receivables, long-term
receivables, other non-current financial assets, borrowings, notes payable, accounts payable, other
payables, other current liabilities, non-current liabilities due within one year, bonds payable, long-
term payables, other non-current liabilities, etc. Details of these financial instruments are disclosed
in Note (VIII). The risks associated with these financial instruments and the policies on how to
mitigate these risks are set out below. Management of the Group manages and monitors these
exposures to ensure the risks are monitored at a certain level.
The Group adopts sensitivity analysis technique to analyse how the profit and loss for the period
and shareholders' equity would have been affected by reasonably possible changes in the relevant
risk variables. As it is unlikely that risk variables will change in an isolated manner, and the
interdependence among risk variables will have significant effect on the amount ultimately
influenced by the changes in a single risk variable, the following are based on the assumption that
the change in each risk variable is on a stand-alone basis.
1. Risk management objectives, policies and procedures, and changes for the period
The Group's risk management objectives are to achieve a proper balance between risks and yield,
minimise the adverse impacts of risks on the Group's operation performance, and maximise the
benefits of the shareholders and other stakeholders. Based on these risk management objectives, the
Group's basic risk management strategy is to identify and analyse the Group's exposure to various
risks, establish an appropriate maximum tolerance to risk, implement risk management, and
monitors regularly and effectively these exposures to ensure the risks are monitored at a certain
level.
- 154 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIII) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
1. Risk management objectives, policies and procedures, and changes for the period
- continued
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 HKD, USD and EUR. Except for
part of the purchases and sales, the Group's other principal activities are denominated and settled in
RMB. As at 31 December 2023, the balances of the Group's assets and liabilities are both
denominated in functional currency, except that the assets and liabilities set out below are recorded
using foreign currencies. Currency risk arising from the foreign currency balance of assets and
liabilities may have impact on the Group's performance.
Item 31/12/2023 31/12/2022
Cash and bank balances 487,182,682.32 799,833,569.05
Accounts receivable 10,544,159.14 29,766,083.42
Other receivables 339,131,902.71 360,531,571.16
Long-term receivables 204,300,125.00 -
Short-term borrowings 2,990,000,000.00 4,090,000,000.00
Accounts payable 1,379,762.77 2,372,883.60
Other payables 300,187,007.82 246,131,122.92
Non-current liabilities due within one year 9,339,586.11 670,000,000.00
Long-term borrowings 4,656,000,000.00 3,669,000,000.00
Long-term payables 9,391,615.50 -
The Group closely monitors the effects of changes in the foreign exchange rates on the Group's
currency risk exposures. According to the current risk exposure and judgment on the exchange rate
movements, the management considers it is unlikely that the exchange rate changes in the next year
will result in significant loss to the Group.
- 155 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIII) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
1. Risk management objectives, policies and procedures, and changes for the period
- continued
1.1 Market risk - continued
1.1.1 Currency risk - continued
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 and
shareholders' equity:
2023 2022
Effect on Effect on
Item Changes in exchange rate Effect Effect
shareholders' shareholders'
on profit on profit
equity equity
All foreign currencies 5% increase against RMB -362,713,439.88 -362,713,439.88 -383,846,068.61 -383,846,068.61
All foreign currencies 5% decrease against RMB 362,713,439.88 362,713,439.88 383,846,068.61 383,846,068.61
All foreign currencies 5% increase against USD -18,083,083.38 -18,083,083.38 5,221,127.37 5,221,127.37
All foreign currencies 5% decrease against USD 18,083,083.38 18,083,083.38 -5,221,127.37 -5,221,127.37
All foreign currencies 5% increase against HKD 23,046,933.58 23,046,933.58 3,837,255.04 3,837,255.04
All foreign currencies 5% decrease against HKD -23,046,933.58 -23,046,933.58 -3,837,255.04 -3,837,255.04
5% increase against EUR
All foreign currencies 11,592,634.53 11,592,634.53 419,047.06 419,047.06
(including FCFA)
5% decrease against EUR
All foreign currencies -11,592,634.53 -11,592,634.53 - 419,047.06 - 419,047.06
(including FCFA)
1.1.2 Interest rate risk - changes in cash flows
Risk of changes in cash flows of financial instruments arising from interest rate changes is mainly
related to bank loans with floating interest rate. (See Note (VIII) 24 and Note (VIII) 34). The Group
continuously and closely monitors the impact of interest rate changes on the Group's interest rate
risk. The Group's policy is to maintain these borrowings at floating rates. Presently, the Group has
no arrangement such as interest rate swaps.
- 156 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIII) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
1. Risk management objectives, policies and procedures, and changes for the period
- continued
1.1 Market risk - continued
1.1.2 Interest rate risk - changes in cash flows - continued
Sensitivity analysis on interest rate risk
Sensitivity analysis on 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 designated as hedging instrument, the fluctuations of market
interest rate affect its fair value, and all interest rate hedges are expected to be highly effective;
The changes in fair value of derivative financial instruments and other financial assets and liabilities
are calculated using cash flow discounting method by applying the market interest rate at balance
sheet date.
On the basis of above assumptions, where the other variables held constant, the pre-tax effect of
possible and reasonable changes in interest rate on the profit or loss for the period and shareholders'
equity are as follows:
2023 2022
Changes in Effect on Effect on
Item
interest rate Effect on profit shareholders' Effect on profit shareholders'
equity equity
Short-term borrowings and
1% increase -342,406,182.88 -342,406,182.88 -207,621,560.74 -207,621,560.74
long-term borrowings
Short-term borrowings and
1% decrease 342,406,182.88 342,406,182.88 207,621,560.74 207,621,560.74
long-term borrowings
1.2 Credit risk
As at 31 December 2023, 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 (without considering the available collateral or other credit
enhancements) is arising from cash and bank balances (Note (VIII), 1), notes receivable (Note
(VIII), 3), accounts receivable (Note (VIII), 4), other receivables (Note (VIII), 7), long-term
receivables (Note (VIII), 11), etc. At the balance sheet date, the carrying amounts of the Group's
financial assets represent its maximum exposure to credit risk. In addition, the Group's maximum
credit risk exposure to credit losses includes the amount of financial guarantee contract as disclosed
in Note (XVII), 2 "Contingencies".
- 157 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIII) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
1. Risk management objectives, policies and procedures, and changes for the period
- continued
1.2 Credit risk - continued
In order to minimise the credit risk, the Group has delegated a department 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 financial assets at each balance sheet date to ensure that adequate provision for credit
loss is made for relevant financial assets. In this regard, the management of the Group considers
that the Group's credit risk is significantly reduced.
The credit risk on cash and bank balances is limited because they are deposited with financial
institutions with high credit ratings.
The Group has no significant concentration of credit risk, with exposure spread over a number of
counterparties and customers.
The Group has adopted a policy to ensure that all sales customers have good credit records.
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 utilisation of bank
borrowings and ensures compliance with loan covenants.
As at 31 December 2023, the Group had total current liabilities in excess of total current assets of
RMB 5,612,418,164.44. As at 31 December 2023, the Group had available and unused line of credit
and bonds amounting to RMB 69,439,268,355.68, which is greater than the balance of the net
current liabilities. The Group can obtain financial support from the available line of credit and bonds
when needed. Therefore, the Group's management believes that the Group has no significant
liquidity risk.
The following is the maturity analysis for financial assets and financial liabilities held by the Group
which is based on undiscounted remaining contractual obligations:
Item Carrying amount Gross amount Within 1 year 1 to 5 years Over 5 years
Short-term borrowings 15,714,045,288.97 16,173,813,350.97 16,173,813,350.97 - -
Notes payable 73,461,165.82 73,461,165.82 73,461,165.82 - -
Accounts payable 691,765,137.25 691,765,137.25 691,765,137.25 - -
Other payables 1,654,622,170.02 1,654,622,170.02 1,654,622,170.02 - -
Non-current liabilities due
6,745,613,464.04 7,946,167,971.57 7,946,167,971.57 - -
within one year
Other current liabilities 2,143,842,534.53 2,153,429,383.85 2,153,429,383.85 - -
Long-term borrowings 18,227,543,954.71 19,240,642,199.11 - 17,013,554,984.11 2,227,087,215.00
Bonds payable 14,287,508,564.15 15,590,487,807.53 - 15,590,487,807.53 -
Lease liabilities 1,001,172,206.92 2,484,068,796.64 - 282,009,548.65 2,202,059,247.99
Long-term payables 3,817,255,549.15 6,096,325,412.76 - 826,260,924.50 5,270,064,488.26
Related-party guarantees 347,437,758.18 347,437,758.18 114,527,259.00 156,254,811.86 76,655,687.32
- 158 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIV) DISCLOSURE OF FAIR VALUE
1. Closing balance of assets and liabilities measured at fair value
Fair value at 31/12/2023
Level 1 Level 2 Level 3
Item
Fair value Fair value Fair value Total
measurement measurement measurement
Continuously measured at fair value
Held-for-trading financial assets - 4,568,806,108.84 - 4,568,806,108.84
Receivables financing - - 2,001,669.46 2,001,669.46
Investments in other equity instruments - - 157,461,648.16 157,461,648.16
Other non-current financial assets 850,222,729.23 - 27,353,713.60 877,576,442.83
Total assets continuously measured
850,222,729.23 4,568,806,108.84 186,817,031.22 5,605,845,869.29
at fair value
2. Basis for determining the market price of items continuously measured at level 1 fair
value
The market prices of held-for-trading financial assets and other non-current financial assets are
determined based on the closing price of the equity instruments at Stock Exchange at 31 December
2023.
3. Qualitative and quantitative information of valuation techniques and key parameters
adopted for items continuously measured at level 2 fair value
Fair value at
Item Valuation techniques Inputs
31/12/2023
Expected rate of
Held-for-trading financial assets 4,568,806,108.84 Cash flow discounting
return
The fair value of debt instruments at fair value through profit or loss is determined using the cash
flow discounting approach. During the valuation, the Group adopts the expected return as the input.
4. Qualitative and quantitative information of valuation techniques and key parameters
adopted for items continuously measured at level 3 fair value
Fair value at
Item Valuation techniques Inputs
31/12/2023
Receivables financing 2,001,669.46 Cash flow discounting Discount rate
Investments in other equity
157,461,648.16 Net worth method Carrying amount
instruments
Other non-current financial assets 737,436.89 Net worth method Carrying amount
Other non-current financial assets 26,616,276.71 Listed company comparison approach Share price
The fair value of non-listed equity instruments included in equity instruments at fair value through
profit or loss or other comprehensive income is determined using the valuation techniques such as
net worth method, listed company comparison approach etc.
- 159 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIV) DISCLOSURE OF FAIR VALUE - continued
5. Fair value of financial assets and financial liabilities not measured at fair value
The financial assets and liabilities not measured at fair value mainly include notes receivable,
accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable,
other payables, long-term borrowings, bonds payable, lease liabilities and long-term payables etc.
The Group's management believes that the carrying amounts of financial assets and financial
liabilities at amortized cost in the financial statements approximate their fair values.
- 160 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
1. Parent of the Company
Proportion of
Proportion of voting
Related party Place of ownership interests
Name of the Company Type of the entity Nature of business Issued share capital power held by the
relationship registration held by the Company
Company (%)
(%)
Broadford Global Limited Parent Private limited company (share limited) Hong Kong Investment holding HKD 21,120,986,262 2.21 63.01 (Note)
Note: Broadford Global Limited directly holds 2.21% equity of the Company, and indirectly holds 14.84% and 45.96% equity of the Company through
the subsidiaries China Merchants Gangtong Development (Shenzhen) Co., Ltd. and China Merchants Port Investment Development Company
Limited respectively. The ultimate controlling shareholder of the Company is China Merchants Group.
2. Subsidiaries of the Company
Details of the subsidiaries of the Company are set out in Note (X) 1, Note (XI) 1.
- 161 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
3. Associates and joint ventures of the Company
Details of the Company's significant joint ventures and associates are set out in Note (XI) 3.
Other joint ventures or associates that have related party transactions with the Group in the current
year, or formed balances of related party transactions with the Group in the prior year are as follows:
Name of joint venture or associate Relationship with the Company
Port of Newcastle and its subsidiaries Joint venture
Guizhou East Land Port Operation Co., Ltd. Joint venture
Qingdao Qianwan United Container Terminal Co., Ltd. Joint venture
Qingdao Qianwan West Port United Wharf Co., Ltd. Joint venture
Qingdao Qianwan New United Container Terminal Co., Ltd. Joint venture
COSCO Logistics (Zhanjiang) Co., Ltd. Joint venture
China Ocean Shipping Agency (Zhanjiang) Co., Ltd Joint venture
Yantai Port Group Laizhou Port Co., Ltd. Joint venture
Qingdao Wutong Century Supply Chain Co., Ltd. Joint venture
China Merchants Port (Shenzhen) Industrial Innovation Private Equity
Joint venture
Investment Fund Partnership (Limited Partnership) ("Investment Fund")
Doraleh Multi-purpose Port Associate
Great Horn Development Company FZCo Associate
International Djibouti Industrial Parks Operation FZCo Associate
Port de Djibouti S.A. Associate
Terminal Link SAS Associate
Tin-Can Island Container Terminal Ltd Associate
Guizhou Qiandongnan Continental Land Port Operation Co., Ltd. Associate
Nanshan Group and its subsidiaries Associate
SIPG Associate
Ningbo Zhoushan and its subsidiaries Associate
Shenzhen Baohong Technology Co., Ltd. Associate
Tianjin Haitian Bonded Logistics Co., Ltd. Associate
Merchants Port City Associate
Zhanjiang Xiagang United Development Co., Ltd. Associate
Chu Kong River Trade Terminal Co., Ltd. Associate
Shantou Zhonglian Tally Co., Ltd Associate
Shantou International Container Terminals Limited Associate
Shenzhen Bay Electricity Industry Co., Ltd. Associate
Tianjin Port Container Terminal Co., Ltd. Associate
Lac Assal Investment Holding Company Limited Associate
CM Port Chuangrong (Shenzhen) Technology Co., Ltd. Associate
Ningbo Port Container Transportation Co., Ltd. Associate
Shenzhen Chiwan Haike Industrial Operation Co., Ltd. Associate
Associate, controlled by the same
Liaoning Port and its subsidiaries
ultimate controlling shareholder
New Land-Sea Corridor Operation (Zhanjiang) Co., Ltd. Associate
Antong Holdings and its subordinate companies Associate
- 162 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company
Name of other related parties Relationship with the Company
Zhoushan Blue Ocean Investment Co., Ltd. Minority shareholder of subsidiary
Sri Lanka Ports Authority Minority shareholder of subsidiary
Guangdong Shunkong City Investment Real Estate Co. Ltd. Minority shareholder of subsidiary
Zhanjiang Infrastructure Construction Investment Group Co., Ltd. Minority shareholder of subsidiary
Dalian Port Logistics Technology Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Port Communications Engineering Co., Ltd. Controlled by the same ultimate controlling shareholder
China Marine Shipping Agency Guangdong Co., Ltd. Controlled by the same ultimate controlling shareholder
Hoi Tung (Shanghai) Company Limited Controlled by the same ultimate controlling shareholder
South China Sinotrans Supply Chain Management Co., Ltd. Controlled by the same ultimate controlling shareholder
EuroAsia Dockyard Enterprise and Development Limited Controlled by the same ultimate controlling shareholder
Qingdao Bonded Logistics Park Sinotrans Warehousing Logistics
Controlled by the same ultimate controlling shareholder
Co., Ltd.
Qingdao Sinotrans Supply Chain Management Co., Ltd. Controlled by the same ultimate controlling shareholder
Penavico Shenzhen Warehousing Co., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Nanyou (Holdings) Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Qianhai Shekou Free Trade Investment Development Co. Ltd. Controlled by the same ultimate controlling shareholder
China Merchants International Shipping Agency (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Real Estate (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Real Estate Co., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Merchants to Home Technology Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Shenzhen Ro-Ro Shipping Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Property Management (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Marine Shipping Agency Shenzhen Co., Ltd. Controlled by the same ultimate controlling shareholder
Yiu Lian Dockyards (Shekou) Limited Controlled by the same ultimate controlling shareholder
Yiu Lian Dockyards Limited Controlled by the same ultimate controlling shareholder
China Merchants International Cold Chain (Shenzhen) Company
Controlled by the same ultimate controlling shareholder
Limited
China Merchants Group Finance Company Limited Controlled by the same ultimate controlling shareholder
China Merchants Port Investment Development Company Limited Controlled by the same ultimate controlling shareholder
China Merchants Finance Lease (Shanghai) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Finance Lease (Tianjin) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Shekou Industrial Zone Holdings Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchant Food (China) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Tongshang Finance Lease Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Zhangzhou Development Zone Power Supply Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Securities Co., Ltd. Controlled by the same ultimate controlling shareholder
China Traffic Import and Export Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Changhang Group Limited Controlled by the same ultimate controlling shareholder
Shenzhen Dehan Investment Development Co., Ltd. Controlled by the same ultimate controlling shareholder
China Marine Shipping Agency Guangdong Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Healthcare (Qichun) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Ocean Shipping Tally Shenzhen Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Central China Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans (HK) Shipping Limited Controlled by the same ultimate controlling shareholder
Sinoway Shipping Ltd. Controlled by the same ultimate controlling shareholder
- 163 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company - continued
Name of other related parties Relationship with the Company
China Merchants Heavy Industry (Jiangsu) Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Shantou Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants-Logistics Shenzhen Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Zhangzhou Development Zone Co., Ltd. Controlled by the same ultimate controlling shareholder
China Ocean Shipping Agency Shenzhen Co. Ltd. Controlled by the same ultimate controlling shareholder
China Marine Shipping Agency Ningbo Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Container Lines (Hong Kong) Company Limited Controlled by the same ultimate controlling shareholder
Sinotrans Container Lines Co., Ltd. Controlled by the same ultimate controlling shareholder
Yingkou Port Group Co., Ltd. and its subsidiaries
Controlled by the same ultimate controlling shareholder
("Yingkou Port Group")
Liaoning Port Group Co., Ltd. Controlled by the same ultimate controlling shareholder
Liaoning Electronic Port Co., Ltd Controlled by the same ultimate controlling shareholder
China Yangtze River Shipping Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Gangrong Big Data Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Port Construction Supervision Consulting Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Port Group Corporation Limited Controlled by the same ultimate controlling shareholder
Dalian Container Terminal Co., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen West Port Security Service Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Port Container Controlled by the same ultimate controlling shareholder
China Merchants Apartment Development (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Bonded Zone Yongdexin Real Estate Development &
Controlled by the same ultimate controlling shareholder
Construction Co., Ltd.
Jifa Logistics Controlled by the same ultimate controlling shareholder
Dalian Jifa South Coast International Logistics Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Jifa Port Logistics Co., Ltd. Controlled by the same ultimate controlling shareholder
CHINA MERCHANTS SHIPPING AND ENTERPRISES COMPANY
Controlled by the same ultimate controlling shareholder
LIMITED
Ningbo Transocean International Forwarding Agency Co., Ltd. Controlled by the same ultimate controlling shareholder
Qingdao Sinotrans Mining Technology Co., Ltd. Controlled by the same ultimate controlling shareholder
Yingkou Xingang Kuangshi Terminals Co., Ltd. Controlled by the same ultimate controlling shareholder
Dandong Port Group Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Port and Shipping Digital Technology (Liaoning)
Controlled by the same ultimate controlling shareholder
Co., Ltd.
Ocean Driller III Limited Controlled by the same ultimate controlling shareholder
Dalian Ganglong Technology Co., Ltd. Controlled by the same ultimate controlling shareholder
Qingdao Sinotrans Logistics Co., Ltd. Controlled by the same ultimate controlling shareholder
Significantly influenced by the ultimate controlling
Shenzhen Wanhai Building Management Co., Ltd.
shareholder
Significantly influenced by the ultimate controlling
China Merchants Union (BVI) limited
shareholder
Significantly influenced by the ultimate controlling
Datong Securities Co., Ltd
shareholder
Significantly influenced by the ultimate controlling
Dalian Automobile Terminal Co., Ltd
shareholder
Significantly influenced by the ultimate controlling
Dalian Port Design Research Institute Co., Ltd.
shareholder
Significantly influenced by the ultimate controlling
Khor Ambado FZCo
shareholder
Significantly influenced by the ultimate controlling
China Merchants Bank Co., Ltd.
shareholder
Significantly influenced by the ultimate controlling
China Merchants (Shenzhen) Power Supply Co., Ltd.
shareholder
- 164 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions
(1) Rendering and receipt of services
Pricing method and
decision procedures
Related party Content of transaction 2023 2022
of related
transactions
Receipt of services:
Shenzhen Bay Electricity Industry Co., Ltd. Service expense Negotiation 56,553,895.23 55,476,519.62
Shenzhen Nanyou (Holdings) Ltd. Service expense Negotiation 37,373,052.06 5,764,441.32
China Merchants (Shenzhen) Power Supply Co., Ltd. Service expense Negotiation 19,085,551.42 17,893,208.32
Qingdao Qianwan West Port United Wharf Co., Ltd. Service expense Negotiation 18,954,315.25 18,229,532.95
China Merchants Property Management (Shenzhen)
Service expense Negotiation 15,013,993.93 7,959,601.92
Co., Ltd.
Nanshan Group and its subsidiaries Service expense Negotiation 12,922,553.88 20,553,330.63
Ocean Driller III Limited Service expense Negotiation 12,444,743.72 -
Shenzhen West Port Security Service Co., Ltd. Service expense Negotiation 11,300,450.18 11,952,754.94
Yiu Lian Dockyards Limited Service expense Negotiation 8,104,140.51 8,489,653.19
Ningbo Zhoushan and its subsidiaries Service expense Negotiation 7,569,178.76 14,417,120.66
China Merchants Zhangzhou Development Zone Power
Service expense Negotiation 6,449,368.77 5,562,706.02
Supply Co., Ltd.
International Djibouti Industrial Parks Operation FZCo Service expense Negotiation 6,264,666.66 2,344,919.84
Hoi Tung (Shanghai) Company Limited Service expense Negotiation 5,014,184.85 19,923,373.82
China Merchants Commercial Property Investment
Service expense Negotiation 5,000,000.00 3,896,620.63
(Shenzhen) Co., Ltd.
Other related parties Service expense Negotiation 37,272,690.46 60,512,567.41
Purchase of structured
China Merchants Bank Co., Ltd. Negotiation 3,180,000,000.00 900,061,111.11
deposits
China Merchants Group Finance Company Limited Interest expense Negotiation 26,303,900.66 74,066,413.54
China Merchants Bank Co., Ltd. Interest expense Negotiation 17,596,634.76 8,970,399.98
China Merchants Finance Lease (Tianjin) Co., Ltd. Interest expense Negotiation 2,117,332.10 724,437.17
Total 3,485,340,653.20 1,236,798,713.07
Rendering of service:
COSCO Logistics (Zhanjiang) Co., Ltd. Service income Negotiation 243,101,038.82 203,783,472.45
Antong Holdings and its subordinate companies Service income Negotiation 108,978,140.94 124,308,389.86
Liaoning Port and its subsidiaries Service income Negotiation 80,155,659.35 165,608,963.82
China Ocean Shipping Agency (Zhanjiang) Co., Ltd Service income Negotiation 75,114,485.59 59,100,409.00
Qingdao Qianwan United Container Terminal Co., Ltd. Service income Negotiation 69,319,211.87 61,896,678.04
China Marine Shipping Agency Guangdong Co., Ltd. Service income Negotiation 36,263,254.23 57,816,828.74
China Merchants International Shipping Agency
Service income Negotiation 26,223,978.84 29,854,035.10
(Shenzhen) Co., Ltd.
Yingkou Port Group Co., Ltd. and its subsidiaries
Service income Negotiation 25,600,739.56 41,932,643.50
("Yingkou Port Group")
Yiu Lian Dockyards (Shekou) Limited Service income Negotiation 12,403,540.05 15,088,720.57
Sinotrans Container Lines Co., Ltd. Service income Negotiation 11,703,055.83 7,891,652.35
Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. Service income Negotiation 10,684,159.25 5,354,930.31
New Land-Sea Corridor Operation (Zhanjiang) Co., Ltd. Service income Negotiation 9,724,814.72 -
CM Port Chuangrong (Shenzhen) Technology Co., Ltd. Service income Negotiation 8,632,714.51 8,665,860.83
Shenzhen Baohong Technology Co., Ltd. Service income Negotiation 8,201,361.90 5,562,857.25
China Merchants International Cold Chain (Shenzhen)
Service income Negotiation 7,196,978.46 4,050,145.80
Company Limited
China Merchants Port Investment Development Company
Service income Negotiation 6,905,698.13 1,907,632.07
Limited
China Ocean Shipping Agency Shenzhen Co. Ltd. Service income Negotiation 6,779,104.47 4,966,841.25
Other related parties Service income Negotiation 81,221,890.50 141,359,228.82
Terminal Link SAS Service income Negotiation 138,262,807.50 169,844,015.81
Port of Newcastle and its subsidiaries Service income Negotiation 55,424,394.92 17,721,583.77
China Merchants Bank Co., Ltd. Service income Negotiation 51,248,973.95 105,426,962.23
China Merchants Group Finance Company Limited Service income Negotiation 33,052,458.75 25,519,980.42
Tianjin Haitian Bonded Logistics Co., Ltd. Service income Negotiation 1,210,342.38 1,558,375.91
China Merchants Union (BVI) limited Default income Negotiation 34,137,339.48 -
Total 1,141,546,144.00 1,259,220,207.90
- 165 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(2) Leases with related parties
The Group as the lessor:
Pricing method and
Lease income Lease income
decision procedures
Name of the lessee Type of leased assets recognized in the recognized in the
of related
current year prior year
transactions
Qingdao Qianwan West Port United Wharf Co., Ltd. Buildings and structures Negotiation 14,311,677.72 10,222,395.86
Qingdao Bonded Logistics Park Sinotrans Warehousing Port and terminal
Negotiation 6,680,118.90 6,876,165.97
Logistics Co., Ltd. facilities
China Merchant Food (China) Co., Ltd. Buildings and structures Negotiation 5,964,675.96 5,683,461.66
China Traffic Import and Export Co., Ltd. Buildings and structures Negotiation 5,473,072.56 5,473,072.56
Qingdao Sinotrans Mining Technology Co., Ltd. Buildings and structures Negotiation 4,750,557.12 4,750,557.12
Qingdao Sinotrans Supply Chain Management Co., Ltd. Buildings and structures Negotiation 3,438,231.48 3,558,552.62
Qingdao Qianwan United Container Terminal Co., Ltd. Buildings and structures Negotiation 3,323,938.08 3,037,651.81
Equipment and storage
CM Port Chuangrong (Shenzhen) Technology Co., Ltd. Negotiation 2,719,625.46 1,819,957.10
yards
Qingdao Wutong Century Supply Chain Co., Ltd. Buildings and structures Negotiation 2,705,626.50 2,119,296.03
China Merchants Securities Co., Ltd. Buildings and structures Negotiation 2,697,967.83 2,567,514.78
Nanshan Group and its subsidiaries Buildings and structures Negotiation 2,283,922.57 5,065,342.55
Yiu Lian Dockyards (Shekou) Limited Buildings and structures Negotiation 2,268,270.47 2,195,466.64
Qingdao Sinotrans Logistics Co., Ltd. Buildings and structures Negotiation 2,064,723.80 -
China Merchants Real Estate (Shenzhen) Co., Ltd. Buildings and structures Negotiation - 7,152,157.00
Buildings and
Other related parties structures, land use Negotiation 5,928,324.10 5,600,826.68
rights
Total 64,610,732.55 66,122,418.38
- 166 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(2) Leases with related parties - continued
The Group as the lessee:
Short-term lease expenses or Variable lease payments that
expenses on leases of low-value are not included in the Interest expenses on lease
Rental paid Addition to right-of-use assets
Name of the lessor Type of leased assets assets that are accounted for measurement of lease liabilities
using simplified approach liabilities
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Port and terminal facilities,
China Merchants Finance Lease (Shanghai) Co., Ltd. - - - - 110,343,653.60 116,152,138.56 7,734,573.29 13,517,478.02 - -
Machinery and equipment
Buildings and structures, Port
Nanshan Group and terminal facilities, Land 34,242.32 28,161.16 - - 69,881,796.93 72,311,711.35 4,454,094.13 7,595,712.33 - 9,903,480.08
use right, Others
China Merchants Tongshang Finance Lease Co., Ltd. Machinery and equipment - - - - 46,381,918.54 64,099,065.58 1,266,294.12 3,844,907.71 - -
China Merchants Finance Lease (Tianjin) Co., Ltd. Port and terminal facilities - - - - 41,997,224.42 38,839,274.64 4,035,780.92 4,986,303.85 - -
China Merchants Shekou Industrial Zone Holdings Port and terminal facilities,
- - - - 36,699,122.62 36,699,122.62 1,209,619.98 3,046,636.47 91,911,426.83 78,187,153.30
Co., Ltd. Land use right
EuroAsia Dockyard Enterprise and Development
Port and terminal facilities - - - - 14,908,924.82 14,696,367.93 446,855.68 440,484.85 14,462,069.14 14,255,883.08
Limited
Shenzhen Qianhai Shekou Free Trade Investment Port and terminal facilities,
7,937,320.80 7,892,513.32 - - 8,175,440.38 8,175,440.38 - - - -
Development Co. Ltd. Land use right
China Merchants Commercial Property Investment
Buildings and structures - - - - 6,488,599.40 6,473,427.40 471,603.69 181,534.99 10,920,656.12 -
(Shenzhen) Co., Ltd.
Shenzhen Nanyou (Holdings) Ltd. Land use right 1,655,096.34 1,995,553.15 - - 1,995,553.20 1,995,553.15 - - - -
China Merchants International Cold Chain
Port and terminal facilities 148,500.00 859,290.00 - - 1,893,762.89 2,782,367.73 32,922.55 83,666.10 - -
(Shenzhen) Company Limited
Shenzhen Wanhai Building Management Co., Ltd. Buildings and structures - - - - 1,881,947.00 1,202,209.02 70,805.86 106,595.46 1,708,272.10 -
- 167 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(2) Leases with related parties - continued
The Group as the lessee: - continued
Short-term lease expenses or Variable lease payments that
expenses on leases of low- are not included in the Interest expenses on lease
Rental paid Addition to right-of-use assets
Name of the lessor Type of leased assets value assets that are accounted measurement of lease liabilities
for using simplified approach liabilities
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Dalian Bonded Zone Yongdexin Real Estate
Buildings and structures - - - - 413,854.72 408,741.23 - - - 393,967.46
Development & Construction Co., Ltd.
China Merchants Apartment Development
Buildings and structures 144,662.87 142,674.30 - - 142,674.30 142,674.30 - - - -
(Shenzhen) Co., Ltd.
Dalian Port Group Corporation Limited Buildings and structures - - - - 80,000.00 80,000.00 5,613.75 9,766.56 - -
Dalian Port Communications Engineering Co., Ltd. Buildings and structures - - - - 50,000.00 50,000.00 8,196.73 11,498.73 - -
Shenzhen Chiwan Haike Industrial Operation
Buildings and structures - 1,101,345.84 - - - 1,200,466.97 - - - `
Co., Ltd.
Qingdao Qianwan United Container Terminal
Port and terminal facilities - - - - - 662,285.71 - 18,421.02 - 1,079,443.53
Co., Ltd.
Total 9,919,822.33 12,019,537.77 - - 341,334,472.82 365,970,846.57 19,736,360.70 33,843,006.09 119,002,424.19 103,819,927.45
- 168 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(3) Related party guarantees
The Group as the guarantor
The guarantee has
Guaranteed
Secured party Credit line Commencement date Maturity been completed or
amount
not
2023
Terminal Link SAS (Note 1) 76,655,687.32 76,655,687.32 11 June 2013 2033 No
Khor Ambado FZCo (Note 2) 203,981,760.00 156,254,811.86 24 May 2019 2032 No
Terminal Link SAS (Note 1) 114,527,259.00 114,527,259.00 25 Jan 2023 2030 No
Total 395,164,706.32 347,437,758.18 —— —— ——
2022
Terminal Link SAS (Note 1) 66,490,102.62 66,490,102.62 11 June 2013 2033 No
Khor Ambado FZCo (Note 2) 200,580,480.00 120,182,425.59 24 May 2019 2032 No
Total 267,070,582.62 186,672,528.21 —— —— ——
Note 1: CMA CGM S.A. is another shareholder of Terminal Link SAS, an associate of the Group.
The Group has made a commitment to CMA CGM S.A. that the Group will provide
guarantee for its bank loans and other liabilities to Terminal Link SAS to the extent of the
Group's 49% ownership interest in the company. The actual guaranteed amount is RMB
191,182,946.32as at 31 December 2023. If any guarantee liability occurs, the Group will
compensate CMA CGM S.A.
Note 2: Khor Ambado FZCo is a related party of the Group's ultimate controlling shareholder. The
Group provides guarantee for its bank loans and other liabilities, the actual amount of
which as at 31 December 2023 is RMB 156,254,811.86.
(4) Borrowings and loans with related parties
Related party Amount Commencement date Maturity date Description
2023
Borrowings
China Merchants Bank Co., Ltd. 1,150,941,725.01 Actual borrowing date Agreed repayment date Short-term borrowings
China Merchants Group Finance Company Limited 576,421,628.29 Actual borrowing date Agreed repayment date Long-term borrowings
Ocean Driller III Limited 332,846,013.33 Actual borrowing date Agreed repayment date Other current liabilities
China Merchants Group Finance Company Limited 207,179,377.43 Actual borrowing date Agreed repayment date Short-term borrowings
China Merchants Bank Co., Ltd. 68,062,333.33 Actual borrowing date Agreed repayment date Long-term borrowings
Total 2,335,451,077.39 —— —— ——
2022
Borrowings
China Merchants Group Finance Company Limited 604,990,472.82 Actual borrowing date Agreed repayment date Short-term borrowings
China Merchants Bank Co., Ltd. 140,139,852.77 Actual borrowing date Agreed repayment date Long-term borrowings
China Merchants Group Finance Company Limited 31,618,224.87 Actual borrowing date Agreed repayment date Long-term borrowings
China Merchants Bank Co., Ltd. 15,015,583.33 Actual borrowing date Agreed repayment date Short-term borrowings
Total 791,764,133.79 —— —— ——
- 169 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(5) Asset transfer from related parties
Pricing method and
Related party Content of transaction decision procedures of 2023 2022
related transactions
Ningbo Zhoushan Equity investment Valuation 1,845,000,000.00 -
Liaoning Port Equity investment Valuation 83,027,500.00 -
Dalian Port Container Equity investment Valuation 57,083,400.00 -
Jifa Logistics Equity investment Valuation 33,815,300.00 -
Yingkou Port Group Equity investment Valuation 19,002,800.00 -
Hoi Tung (Shanghai) Company Limited Fixed assets Negotiation - 8,831,858.42
Hoi Tung (Shanghai) Company Limited Construction in progress Negotiation - 4,853,097.34
Total —— —— 2,037,929,000.00 13,684,955.76
(6) Compensation for key management personnel
Item 2023 2022
Compensation for key management personnel 18,932,731.03 20,313,774.52
6. Amounts due from/to related parties that have not settled
(1) Amounts due from related parties
Item Related party 31/12/2023 31/12/2022
China Merchants Bank Co., Ltd. 3,778,553,414.06 3,387,973,124.59
Cash and bank balances China Merchants Group Finance Company Limited 2,090,078,155.93 1,841,698,554.32
Total 5,868,631,569.99 5,229,671,678.91
Held-for-trading
China Merchants Bank Co., Ltd. - 900,061,111.11
financial assets
Antong Holdings and its subordinate companies 8,919,131.23 8,395,245.04
China Marine Shipping Agency Guangdong Co., Ltd. 2,765,338.38 17,505,768.03
Sinotrans Container Lines Co., Ltd. 2,763,240.00 1,287,851.75
Great Horn Development Company FZCo 2,162,941.76 2,157,859.50
China Ocean Shipping Agency Shenzhen Co. Ltd. 2,035,495.50 758,113.05
China Merchants International Shipping Agency (Shenzhen)
1,750,277.36 1,530,505.68
Co., Ltd.
Dalian Container Terminal Co., Ltd. 1,725,150.00 1,957,840.00
COSCO Logistics (Zhanjiang) Co., Ltd. 1,505,114.97 4,045,734.88
Nanshan Group and its subsidiaries 1,214,194.85 1,404,627.23
Qingdao Qianwan West Port United Wharf Co., Ltd. 1,207,750.72 3,749,064.99
Qingdao Qianwan United Container Terminal Co., Ltd. 1,188,600.01 1,729,380.01
Yiu Lian Dockyards (Shekou) Limited 1,077,910.40 3,554,521.60
Accounts receivable Sinoway Shipping Ltd. 755,606.02 4,564,389.71
Sinotrans (HK) Shipping Limited 682,942.44 375,748.78
Liaoning Port - 3,680,900.00
Khor Ambado FZCo - 3,108,610.49
Dalian Jifa Port Logistics Co., Ltd. - 2,220,941.63
Dalian Jifa South Coast International Logistics Co., Ltd. - 1,839,478.79
Liaoning Port Group Co., Ltd. - 1,821,581.00
Port de Djibouti S.A. - 1,770,749.55
South China Sinotrans Supply Chain Management Co., Ltd. - 659,854.40
China Marine Shipping Agency Ningbo Co., Ltd. - 164,981.21
Yingkou Port Group Co., Ltd. and its subsidiaries
- 160,491.00
("Yingkou Port Group")
Other related parties 5,733,746.69 13,549,055.64
Total 35,487,440.33 102,283,282.02
- 170 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(1) Amounts due from related parties - continued
Item Related party 31/12/2023 31/12/2022
Nanshan Group 203,577,000.00 240,591,000.00
Merchants Port City 38,809,044.77 41,847,044.77
Dalian Port Logistics Network Co., Ltd. 30,605,256.76 -
Yingkou Gangxin Technology Co., Ltd. 23,881,213.75 -
Tin-Can Island Container Terminal Ltd 21,960,680.22 65,121,449.40
Dividends receivable
COSCO Logistics (Zhanjiang) Co., Ltd. 13,449,001.16 18,449,001.16
China Ocean Shipping Agency Shenzhen Co. Ltd. 11,232,000.00 -
Qingdao Qianwan United Container Terminal Co., Ltd. - 50,000,000.00
Other related parties - 232,047.23
Total 343,514,196.66 416,240,542.56
Chu Kong River Trade Terminal Co., Ltd. 36,575,039.20 36,053,588.00
Shenzhen Nanyou (Holdings) Ltd. 30,639,652.92 6,725,260.86
Port de Djibouti S.A. 24,966,517.50 24,808,664.70
Shenzhen Qianhai Shekou Free Trade Investment Development
6,310,000.00 6,310,000.00
Co. Ltd.
China Merchants Port Investment Development Company
2,830,188.69 -
Limited
EuroAsia Dockyard Enterprise and Development Limited 1,531,896.04 1,510,055.76
Other receivables
Tin-Can Island Container Terminal Ltd 1,320,562.03 -
Nanshan Group and its subsidiaries 1,189,566.10 1,009,839.70
China Merchants Commercial Property Investment (Shenzhen)
1,166,408.40 1,132,846.40
Co., Ltd.
Zhoushan Blue Ocean Investment Co., Ltd. - 4,996,989.39
China Merchants Shenzhen Ro-Ro Shipping Co., Ltd. - 2,899,163.95
Other related parties 2,142,975.51 3,550,453.73
Total 108,672,806.39 88,996,862.49
Nanshan Group and its subsidiaries - 9,000.00
Prepayments Other related parties 250,084.22 6,351.75
Total 250,084.22 15,351.75
Terminal Link SAS 7,468,849.83 46,409,214.10
China Merchants Finance Lease (Shanghai) Co., Ltd. 6,200,000.00 -
Non-current assets due
China Merchants Finance Lease (Tianjin) Co., Ltd. 3,800,000.00 3,800,000.00
within one year
Port of Newcastle and its subsidiaries - 852,919,208.25
Total 17,468,849.83 903,128,422.35
Port of Newcastle and its subsidiaries 921,402,438.00 -
Terminal Link SAS 204,299,511.52 2,931,108,250.96
Tianjin Haitian Bonded Logistics Co., Ltd. 34,300,000.00 34,300,000.00
Long-term receivables Zhoushan Blue Ocean Investment Co., Ltd. 4,996,989.39 -
China Merchants Finance Lease (Tianjin) Co., Ltd. 695,876.01 659,515.88
China Merchants Finance Lease (Shanghai) Co., Ltd. - 6,200,000.00
Total 1,165,694,814.92 2,972,267,766.84
- 171 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(2) Amounts due to related parties
Item Related party 31/12/2023 31/12/2022
China Merchants Bank Co., Ltd. 1,150,880,891.67 15,015,583.33
Short-term borrowings China Merchants Group Finance Company Limited 200,176,534.70 413,453,629.50
Total 1,351,057,426.37 428,469,212.83
Other current liabilities China Merchants Group Finance Company Limited - 10,056,575.34
Khor Ambado FZCo 22,639,585.37 -
Antong Holdings and its subordinate companies 20,360,897.30 16,948,161.45
Dalian Port Logistics Technology Co., Ltd. 17,607,121.00 -
Ningbo Zhoushan and its subsidiaries 14,691,952.29 16,725,206.29
Dalian Port Logistics Network Co., Ltd. 8,355,644.80 -
Nanshan Group and its subsidiaries 5,968,662.37 4,259,215.79
Shenzhen Bay Electricity Industry Co., Ltd. 5,394,353.74 4,920,501.06
Qingdao Qianwan West Port United Wharf Co., Ltd. 4,066,438.84 8,007,474.16
China Merchants Port and Shipping Digital Technology
2,905,000.00 -
(Liaoning) Co., Ltd.
Accounts payable
Dalian Ganglong Technology Co., Ltd. 2,739,450.00 -
EuroAsia Dockyard Enterprise and Development Limited 2,413,589.56 2,363,408.70
Shenzhen Merchants to Home Technology Co., Ltd. 1,781,775.33 -
China Merchants Port Investment Development Company
1,649,069.28 1,203,536.99
Limited
Yiu Lian Dockyards Limited 1,135,115.31 792,077.94
Sinoway Shipping Ltd. - 4,886,700.00
China Marine Shipping Agency Shenzhen Co., Ltd. 259,966.50 248,149.17
Other related parties 2,761,309.78 4,212,603.81
Total 100,037,979.18 64,567,035.36
China Merchants Port Investment Development Company
5,358,074.44 -
Limited
Receipts in advance Qingdao Wutong Century Supply Chain Co., Ltd. 196,301.30 196,301.30
Other related parties - 160,600.00
Total 5,554,375.74 356,901.30
COSCO Logistics (Zhanjiang) Co., Ltd. 4,552,313.24 1,275,397.28
Qingdao Sinotrans Supply Chain Management Co., Ltd. 1,464,429.12 368,484.60
China Merchants Port Investment Development Company
660,943.40 -
Limited
China Ocean Shipping Agency Shenzhen Co. Ltd. 633,024.00 -
Shenzhen Baohong Technology Co., Ltd. 459,049.11 -
Qingdao Sinotrans Logistics Co., Ltd. 440,727.56 -
Contract liabilities
Dalian Container Terminal Co., Ltd. - 9,679,785.44
Dandong Port Group Co., Ltd. - 3,842,709.07
Qingdao Qianwan United Container Terminal Co., Ltd. - 1,556,753.55
Yingkou Xingang Kuangshi Terminals Co., Ltd. - 1,514,844.30
Antong Holdings and its subordinate companies - 1,468,616.91
Other related parties 1,021,090.85 2,508,480.44
Total 9,231,577.28 22,215,071.59
China Merchants Zhangzhou Development Zone Co., Ltd. 77,734,806.46 20,000,000.00
Dalian Port Container 16,160,696.61 14,000,000.00
Jifa Logistics 9,575,104.42 3,000,000.00
Yingkou Port Group 5,372,456.78 -
Dividends payable Yiu Lian Dockyards Limited 2,334,150.00 -
Zhanjiang Infrastructure Construction Investment Group
- 41,400,234.06
Co., Ltd.
Sri Lanka Ports Authority - 10,446,900.00
Total 111,177,214.27 88,847,134.06
Lac Assal Investment Holding Company Limited 64,310,900.95 47,359,371.46
Terminal Link SAS 10,423,425.44 -
China Merchants Real Estate (Shenzhen) Co., Ltd. 10,079,369.00 10,079,369.00
Other payables China Merchants Commercial Property Investment (Shenzhen)
5,000,000.03 3,750,000.03
Co., Ltd.
Antong Holdings and its subordinate companies 4,743,266.37 12,730,734.37
Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. 1,690,130.78 1,628,515.12
- 172 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XV) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(2) Amounts due to related parties - continued
Item Related party 31/12/2023 31/12/2022
China Merchant Food (China) Co., Ltd. 1,069,017.00 1,069,017.00
China Traffic Import and Export Co., Ltd. 1,055,975.76 -
Hoi Tung (Shanghai) Company Limited 966,785.34 -
China Merchants International Cold Chain (Shenzhen)
757,976.00 -
Company Limited
Shenzhen Baohong Technology Co., Ltd. 749,269.39 749,269.39
Other payables China Merchants Shekou Industrial Zone Holdings Co., Ltd. - 6,420,820.68
China Merchants Port Investment Development Company
- 4,130,081.82
Limited
China Merchants Real Estate Co., Ltd. - 3,263,853.86
Zhanjiang Xiagang United Development Co., Ltd. - 1,439,753.57
Other related parties 6,946,931.01 6,732,058.14
Total 107,793,047.07 99,352,844.44
China Merchants Group Finance Company Limited 288,071,994.22 110,838,087.45
China Merchants Bank Co., Ltd. 199,326,195.84 11,362,639.43
China Merchants Finance Lease (Shanghai) Co., Ltd. 76,461,173.65 103,236,707.51
Nanshan Group and its subsidiaries 63,331,699.85 65,165,836.97
China Merchants Shekou Industrial Zone Holdings Co., Ltd. 35,719,107.95 37,012,422.69
China Merchants Finance Lease (Tianjin) Co., Ltd. 7,548,329.72 32,339,542.44
China Merchants Commercial Property Investment (Shenzhen)
Non-current liabilities 6,396,788.04 -
Co., Ltd.
due within one year
China Merchants International Cold Chain (Shenzhen)
375,528.56 1,050,270.17
Company Limited
China Merchants Tongshang Finance Lease Co., Ltd. - 45,115,824.42
EuroAsia Dockyard Enterprise and Development Limited - 14,255,883.08
Guangdong Shunkong City Investment Real Estate Co. Ltd. - 3,162,000.00
Other related parties - 1,962,815.09
Total 677,230,817.83 425,502,029.25
China Merchants Group Finance Company Limited 721,624,592.13 445,490,692.58
Long-term borrowings China Merchants Bank Co., Ltd. 158,000,000.00 325,000,000.00
Total 879,624,592.13 770,490,692.58
China Merchants Shekou Industrial Zone Holdings Co., Ltd. 62,185,360.58 5,993,041.70
China Merchants Finance Lease (Shanghai) Co., Ltd. - 75,833,546.45
Nanshan Group and its subsidiaries - 65,431,073.09
China Merchants Finance Lease (Tianjin) Co., Ltd. - 15,833,403.29
Lease liabilities
China Merchants International Cold Chain (Shenzhen)
- 253,362.41
Company Limited
Other related parties 1,070,904.61 803,148.25
Total 63,256,265.19 164,147,575.19
Long-term payables China Merchants Finance Lease (Tianjin) Co., Ltd. 33,905,690.32 41,052,268.30
(XVI) SHARE-BASED PAYMENTS
1. Equity instruments
Granted in the current Exercised in the current Unlocked in the current
Type of targets Lapsed in the current year
year year year
granted
Qty. Amount Qty. Amount Qty. Amount Qty. Amount
Management - - - - - - 354,720 1,129,997.09
- 173 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XVI) SHARE-BASED PAYMENTS - continued
1. Equity instruments - continued
Outstanding stock option or other equity instruments at the end of current year
Outstanding stock option at the end of current year
Type of targets granted
Range of exercise prices Remaining term of contract
Management RMB 14.28 to RMB 16.53 37 months
2. Equity-settled share-based payments
The method used to determine the fair value of equity instruments The cost of granted stock options was estimated
at the grant date using the Black Scholes Model.
At each balance sheet date in the vesting period,
the best estimate was made and the estimated
number of exercisable equity instruments was
The basis for determining the number of exercisable equity instruments
modified according to the latest changes in the
number of employees who can exercise the rights
and other subsequent information.
Reasons for the significant difference between the estimates Criteria of exercising in vesting period of batch 1
of the current year and the estimates of prior year and batch 2 are not satisfied
The aggregate amount of equity-settled share-based payments that is
6,644,590.36
included in capital reserve
Pursuant to the Official Reply on the Implementation of the Stock Option Incentive Plan of China
Merchants Port Group Co., Ltd. by State-owned Assets Supervision and Administration
Commission of the State Council (No. 748 [2019], SASAC), which was deliberated and approved
by the 1st Extraordinary General Meeting of the Company in 2020 on 3 February 2020, the Company
implemented a stock option plan with effect from 3 February 2020 to grant 238 incentive recipients
17,198,000 stock options with an exercise price of RMB17.80 per share. With a lockup period of
24 months from the grant date, the stock options are exercisable upon expiry of the 24-month lockup
period in the premise that the vesting conditions are satisfied. The stock options are exercisable in
three batches, specifically, 40% for the first batch (after 24 months but within 36 months subsequent
to the grant date), 30% for the second batch (after 36 months but within 48 months subsequent to
the grant date) and the remaining 30% for the third batch (after 48 months but within 84 months
subsequent to the grant date). Each stock option entitles the holder to subscribe for one ordinary
share of the Company.
On 5 March 2021, the granting of stock option (reserved portion) under stock option inventive plan
(phase I) was completed. The reserved portion of stock option targets to total 3 persons, granting
530,000 shares of stock option with exercise price of RMB15.09 per share. The grant date is 29
January 2021. With a lockup period of 24 months from the grant date, the stock options are
exercisable upon expiry of the 24-month lockup period in the premise that the vesting conditions
are satisfied. The stock options are exercisable in two batches, specifically, 50% for the first batch
(after 24 months but within 36 months subsequent to the grant date), and the remaining 50% for the
second batch (after 36 months but within 72 months subsequent to the grant date). Each stock option
entitles the holder to subscribe for one ordinary share of the Company.
- 174 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XVI) SHARE-BASED PAYMENTS - continued
2. Equity-settled share-based payments - continued
According to Article 32 of Stock Option Incentive Plan, since the grant date of the stock option, if
the Company distributes dividends prior to the exercise of the option, the exercise price shall be
adjusted accordingly. Therefore, the Company uniformly adjusted the exercise price from
RMB17.80 per share to 17.34 per share in respect of the first batch of stock option granted under
the stock option incentive plan (phase I) on 30 January 2021; the Company uniformly adjusted the
exercise price from RMB 17.34 per share to 16.96 per share in respect of the first batch of stock
option granted under the stock option incentive plan (phase I), and the exercise price of the reserved
portion of stock option from RMB 15.09 per share to 14.71 per share on 29 January 2022; the
Company uniformly adjusted the exercise price from RMB 16.96 per share to 16.53 per share in
respect of the first batch of stock option granted under the stock option incentive plan (phase I), and
the exercise price of the reserved portion of stock option from RMB 14.71 per share to 14.28 per
share on 20 January 2023.
As at the date on which the financial statements are issued, as 12 of the incentive targets for the first
batch of stock option granted under the stock option incentive plan (phase I) have retired or no
longer serve the Company, the board of directors of the Company decided to cancel in total of
339,600 shares of stock option granted but not yet exercised by such persons; as 5 of the incentive
targets for the third vesting period of the stock option (1st batch) under the stock option incentive
plan (phase I) of the Company have not satisfied the criteria of exercise in their performance
assessment, the Company has cancelled the 20% of the stock option (totalling 15,120 shares) for
the third vesting period of the stock option (1st batch) under the stock option incentive plan (phase
I) held by the 5 incentive targets.
As at the date on which the financial statements are issued, 195 incentive targets who can exercise
the rights for the third vesting period of the stock option (1st batch) under the stock option incentive
plan (phase I) included: (1) 190 incentive targets who met the designated grades in the performance
assessment, holding 100% of the stock option (totalling 3,471,600 shares) for the third vesting
period of the stock option (1st batch) under the stock option incentive plan (phase I) of the Company
and satisfying the criteria of exercise; and (2) 5 incentive targets who met the designated grades in
the performance assessment, holding 80% of the stock option (totalling 60,480 shares) for the third
vesting period of the stock option (1st batch) under the stock option incentive plan (phase I) of the
Company and satisfying the criteria of exercise. The second vesting period of the stock option
(reserved portion) under the stock option incentive plan (phase I) targets to total 3 persons who can
exercise the rights. The 3 incentive targets have met the designated grades in the performance
assessment, and 100% of stock option for the second vesting period of the stock option (reserved
portion) under the stock option incentive plan (phase I) of the Company held by them have satisfied
the criteria of exercise, granting 265,000 shares of exercisable stock option for the second vesting
period of the stock option (reserved portion) under the stock option incentive plan (phase I).
3. Share-based payment expenses in the current year
Type of targets granted Equity-settled share-based payment expenses
Management 4,016,693.76
- 175 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XVII) COMMITMENTS AND CONTINGENCIES
1. Significant commitments
Item 31/12/2023 31/12/2022
Commitments that have been entered into but have not
been recognized in the financial statements
- Commitment to make contributions to the investees 467,604,906.76 38,956,185.01
- Commitment to acquire and construct long-term assets 2,407,538,867.35 1,802,316,899.52
- Commitment to invest port construction - 5,571,690.76
- Others - 383,560.31
Total 2,875,143,774.11 1,847,228,335.60
2. Contingencies
Item 31/12/2023 31/12/2022
Contingent liabilities brought by external litigations (Note 1) 946,218,359.48 279,438,527.06
Guarantee for borrowings of related parties (Note 2) 347,437,758.18 186,672,528.21
Total 1,293,656,117.66 466,111,055.27
Note 1: This mainly represents the significant contingent liabilities arising from the litigations
between TCP and its subsidiaries and local tax authority, employee or former employee
of TCP and its subsidiaries in Brazil at as the year end. According to the latest estimates
of the Group's management, the possible compensation is RMB 946,218,359.48 but it is
not likely to cause outflow of economic benefits from the Group. Therefore, the contingent
liabilities arising from the above pending litigations are not recognized as provisions. The
counter-bonification where the Group as the beneficiary will be executed by the former
TCP shareholder that disposed the shares. According to the counter-bonification
agreement, the former TCP shareholder needs to make counter-bonification to the Group
in respect of the above contingent liabilities, with the compensation amount not exceeding
pre-determined amount and specified period.
Zhanjiang Port, a subsidiary of the Company, entered into an EPC contract for the General
Cargo Terminal Project at Donghai Island Port Area of Zhanjiang Port with CCCC Water
Transport Planning and Design Institute Co., Ltd. on 28 June 2016, with the agreed
construction period from 28 June 2016 to 8 June 2018. After the contract was signed, the
overall progress of the project construction was delayed due to the optimization and
adjustment of the layout plan and process design for the terminal. In December 2022,
CCCC Water Transport Planning and Design Institute Co., Ltd. filed a litigation to the
court for losses caused by delay in construction, adjustment to project scale, changes in
design, and other reasons, and may require the Zhanjiang Port for compensation.
The claims of CCCC Water Transport Planning and Design Institute Co., Ltd. were
inconsistent with those agreed in the contract, the relevant result of the litigation could not
be reasonably estimated, and the management of the Company believed that the possibility
of loss was quite low, therefore, no provisions were made for the above pending litigation.
- 176 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XVII) COMMITMENTS AND CONTINGENCIES - continued
2. Contingencies - continued
Note 2: As at 31 December 2023, the guarantees provided by the Group for related parties are
detailed in Note XV 5(3).
As at 31 December 2023, the directors of the Company evaluated the default risks of
related companies on the above-mentioned loan financing and other liabilities, and
believed that the risks were not significant and the possibility of guaranteed payments was
very small.
Except for the above-mentioned contingencies, as at 31 December 2023, the Group had no other
major guarantees and other contingencies that need to be explained.
(XVIII)EVENTS AFTER THE BALANCE SHEET
According to the profit distribution plan for 2023 and as approved by the 7th meeting of the 10th
board of directors on 29 March 2024, the Company, based on the total shares of 2,499,074,661 as
at 31 December 2023, distributes cash dividends at RMB 5.80(inclusive of tax) for every 10 shares,
totalling RMB 1,449,463,303.38. The above profit distribution plan has not yet been approved by
shareholders' meeting.
(XIX) OTHER SIGNIFICANT EVENTS
1. Segment reporting
(1) Basis for determining reporting segments and accounting policies
The key management team of the Company is regarded as the CODM, who reviews the Group's
internal reports in order to assess performance, allocate resources and determine the operating
segments. The CODM considers the operation of the Group in terms of business and locations.
Individual operating segments for which discrete financial information is available are identified
by the CODM and are operated by their respective management teams. These individual operating
segments are aggregated in arriving at the reporting segments of the Group.
From business and location perspectives, the management assesses the performance of the Group's
business operations including ports operation, bonded logistics operation and other operations.
Ports operation
Ports operation includes container terminal operation, bulk and general cargo terminal operation
operated by the Group and its associates and joint ventures.
- 177 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIX) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(1) Basis for determining reporting segments and accounting policies - continued
Ports operation - continued
The Group's ports operation is presented as follows:
(a) Mainland China, Hong Kong and Taiwan
Pearl River Delta
Yangtze River Delta
Bohai Rim
Others
(b) Other locations outside of Mainland China, Hong Kong and Taiwan
Bonded logistics operation
Bonded logistics operation includes logistics park operation, ports transportation and airport cargo
handling operated by the Group and its associates and joint ventures.
Other operations
Other operations mainly include property development and investment and logistics business
operated by the Group's associates, property investment operated by the Group and corporate
function.
Each of the segments under ports operation includes the operations of a number of ports in various
locations within one geographic location. For the purpose of segment reporting, these individual
operating segments have been aggregated into reportable segments on geographic basis in order to
present a more systematic and structured segment information. To give details of each of the
operating segments, in the opinion of the directors of the Company, would result in particulars of
excessive length.
Bonded logistics operation and other operations include a number of different operations, each of
which is considered as a separate but insignificant operating segment by the CODM. For segment
reporting, these individual operating segments have been aggregated according to the nature of their
operations to give rise to more meaningful presentation.
There are no material sales or other transactions between the segments.
The revenue from a major customer of ports operation amounts to RMB 2,007,111,746.88,
representing 12.74% (2022: 10.30%) of the Group's operating income for 2023.
- 178 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIX) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments
Segment financial information for 2023 is as follows:
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unappropriated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Operating income 6,075,691,801.01 557,788,311.93 76,760,801.96 3,574,402,653.20 4,751,630,018.56 15,036,273,586.66 532,670,444.04 181,531,749.52 - 15,750,475,780.22
Operating cost 3,640,281,453.34 361,926,675.75 63,825,074.56 2,648,882,080.97 2,081,165,945.51 8,796,081,230.13 289,816,313.93 232,289,163.69 - 9,318,186,707.75
Segment operating profit (Losses
2,435,410,347.67 195,861,636.18 12,935,727.40 925,520,572.23 2,670,464,073.05 6,240,192,356.53 242,854,130.11 -50,757,414.17 - 6,432,289,072.47
are marked with "-")
Taxes and surcharges 36,973,822.23 2,937,337.05 1,126,391.13 45,970,219.08 174,670,480.72 261,678,250.21 26,757,765.42 24,332,840.83 229,169.73 312,998,026.19
Administrative expense 437,814,344.01 26,162,000.70 9,644,685.03 529,927,581.34 289,653,304.36 1,293,201,915.44 49,569,679.55 1,111,358.13 432,758,202.26 1,776,641,155.38
R&D expenses 176,892,569.73 23,890,344.38 - 22,956,157.96 - 223,739,072.07 - - - 223,739,072.07
Financial expenses 57,700,690.44 20,953,099.98 1,883,921.89 85,621,075.66 55,969,633.29 222,128,421.26 3,129,354.57 20,854,412.74 1,593,001,139.57 1,839,113,328.14
Other income 148,491,604.96 10,227,298.67 203,918.26 50,512,014.48 - 209,434,836.37 14,668,272.54 286,151.86 - 224,389,260.77
Investment income 130,131,600.03 4,956,167,513.13 416,731,511.24 50,706,320.64 454,900,989.67 6,008,637,934.71 59,521,957.15 245,264,989.05 35,252,059.89 6,348,676,940.80
Gains from changes (Losses are
marked with "-") 102,777,832.55 -58,125,015.24 80,543,109.95 -6,584,009.33 - 118,611,917.93 -57,875,873.69 9,644,865.10 2,971,891.18 73,352,800.52
in fair value
Gains from impairment of
7,327,814.78 -36,129.03 - 3,468,262.80 -7,171,766.68 3,588,181.87 33,695,859.31 - - 37,284,041.18
credit (Losses are marked with "-")
Gains from impairment of
assets (Losses are marked with "- -1,091,994.67 -189,030,229.12 - - -1,175,087.49 -191,297,311.28 - - - -191,297,311.28
")
Gains from disposal of
assets (Losses are marked with "- 6,196,256.45 - -7,362.22 34,965,994.86 507,804.31 41,662,693.40 -602,074.20 -4,253,879.72 -47,206.87 36,759,532.61
")
Operating profit (Losses are marked
2,119,862,035.36 4,841,122,292.48 497,751,906.58 374,114,121.64 2,597,232,594.49 10,430,082,950.55 212,805,471.68 153,886,100.42 -1,987,811,767.36 8,808,962,755.29
with "-")
- 179 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIX) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2023 is as follows: - continued
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unappropriated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Non-operating income 30,640,040.33 206,852.93 541,008.01 8,475,666.30 41,553,418.13 81,416,985.70 151,072.00 397,901.93 5,336,064.49 87,302,024.12
Non-operating expenses 7,067,285.26 269,926.28 89,933.45 20,553,447.08 59,763,043.59 87,743,635.66 323,424.06 - 9,005,781.00 97,072,840.72
Total profit (Losses are marked
2,143,434,790.43 4,841,059,219.13 498,202,981.14 362,036,340.86 2,579,022,969.03 10,423,756,300.59 212,633,119.62 154,284,002.35 -1,991,481,483.87 8,799,191,938.69
with "-")
Income tax expenses 496,377,795.59 258,020,898.94 44,218,770.18 58,080,621.40 383,193,406.85 1,239,891,492.96 35,421,490.70 27,848,029.46 418,839.81 1,303,579,852.93
Net profit (Losses are marked with
1,647,056,994.84 4,583,038,320.19 453,984,210.96 303,955,719.46 2,195,829,562.18 9,183,864,807.63 177,211,628.92 126,435,972.89 -1,991,900,323.68 7,495,612,085.76
"-")
Segment assets 23,724,145,365.09 57,709,896,939.07 9,703,687,046.02 27,727,348,979.52 42,500,927,378.99 161,366,005,708.69 4,712,961,257.31 19,403,999,499.27 13,074,330,201.99 198,557,296,667.26
Total assets in the financial statements 198,557,296,667.26
Segment liabilities 7,029,170,965.33 1,275,695,327.99 158,452,621.02 6,498,242,286.20 7,189,272,994.18 22,150,834,194.72 540,614,061.66 617,809,748.89 49,678,104,233.18 72,987,362,238.45
Total liabilities in the financial statements 72,987,362,238.45
Supplementary information:
Depreciation and amortization 1,126,510,216.09 113,947,562.11 882,064.68 875,850,774.90 866,605,229.04 2,983,795,846.82 102,034,394.34 194,738,423.53 23,167,239.73 3,303,735,904.42
Interest income 42,679,230.74 2,243,451.14 714,733.07 22,543,238.68 256,085,052.61 324,265,706.24 7,210,199.57 1,678,151.13 164,439,864.42 497,593,921.36
Interest expense 90,781,497.89 10,849,293.26 - 107,297,773.92 314,310,921.43 523,239,486.50 8,495,591.27 19,075,433.27 1,687,342,285.62 2,238,152,796.66
Investment income from
long-term equity investments 44,963,451.52 4,750,830,911.12 375,529,615.82 47,995,671.63 454,900,989.67 5,674,220,639.76 59,521,957.15 245,264,989.05 - 5,979,007,585.96
under equity method
Long-term equity investments
1,764,751,439.03 55,844,039,253.08 8,777,428,828.42 1,715,660,813.08 12,507,306,667.48 80,609,187,001.09 1,756,185,613.17 14,300,745,162.01 - 96,666,117,776.27
under equity method
Non-current assets other than
18,193,324,391.19 398,488,128.16 14,938,012.93 20,908,386,344.60 26,031,938,950.63 65,547,075,827.51 2,381,793,244.49 4,753,153,217.29 419,380,677.78 73,101,402,967.07
long-term equity investments
- 180 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIX) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2022 is as follows:
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unappropriated
Item Others Total (Restated)
Yangtze River Other locations Sub-total operation amount (Restated)
Pearl River Delta Bohai Rim Others
Delta
Operating income 6,774,045,422.66 1,139,944,516.62 74,222,857.10 3,552,074,625.60 4,086,514,642.86 15,626,802,064.84 445,592,537.09 158,094,525.62 - 16,230,489,127.55
Operating cost 3,849,914,782.32 696,788,162.45 62,264,300.65 2,691,172,225.32 1,853,376,921.16 9,153,516,391.90 280,270,213.56 216,675,107.48 - 9,650,461,712.94
Segment operating profit (Losses
2,924,130,640.34 443,156,354.17 11,958,556.45 860,902,400.28 2,233,137,721.70 6,473,285,672.94 165,322,323.53 -58,580,581.86 - 6,580,027,414.61
are marked with "-")
Taxes and surcharges 32,239,840.06 5,674,557.52 1,102,665.95 49,561,307.23 152,923,436.63 241,501,807.39 22,188,514.91 18,305,796.73 253,354.43 282,249,473.46
Administrative expense 435,544,849.33 37,586,936.77 9,903,393.91 536,045,336.65 266,594,657.88 1,285,675,174.54 46,846,479.95 1,356,901.51 431,216,180.51 1,765,094,736.51
R&D expenses 227,962,954.81 40,790,798.38 - 18,952,425.51 - 287,706,178.70 - - - 287,706,178.70
Financial expenses 43,042,474.05 12,623,313.35 16,617,530.89 105,755,359.90 202,779,070.53 380,817,748.72 11,831,333.17 42,509,881.22 1,823,554,709.31 2,258,713,672.42
Other income 128,422,018.54 6,905,602.77 99,278.36 73,123,957.51 - 208,550,857.18 20,996,809.22 2,259,661.58 9,840,742.44 241,648,070.42
Investment income 222,543,823.37 5,152,876,665.17 334,188,303.02 53,824,558.05 1,070,198,985.49 6,833,632,335.10 94,330,245.64 425,089,497.20 24,603,428.39 7,377,655,506.33
Gains from changes
in fair value (Losses are marked 34,481,879.58 - -28,084,576.60 1,009,908.14 - 7,407,211.12 -136,440,861.23 - - -129,033,650.11
with "-")
Gains from impairment
of credit (Losses are marked -5,932,959.08 - 269,053.38 19,276,798.42 -221,119,087.29 -207,506,194.57 -15,967,381.98 - - -223,473,576.55
with "-")
Gains from impairment
of assets (Losses are marked -573,122.05 - - -21,585,898.15 - -22,159,020.20 - - - -22,159,020.20
with "-")
Gains from disposal of
assets (Losses are marked with -186,834.36 - - -2,189,571.61 61,495.66 -2,314,910.31 104,763.84 57,352,755.05 -12,513.06 55,130,095.52
"-")
Operating profit (Losses are
2,564,095,328.09 5,506,263,016.09 290,807,023.86 274,047,723.35 2,459,981,950.52 11,095,195,041.91 47,479,570.99 363,948,752.51 -2,220,592,586.48 9,286,030,778.93
marked with "-")
- 181 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIX) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2022 is as follows: - continued
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unappropriated
Item Others Total (Restated)
Yangtze River Other locations Sub-total operation amount (Restated)
Pearl River Delta Bohai Rim Others
Delta
Non-operating income 18,342,596.09 2,900,356.17 22,378,312.31 10,237,915.83 221,044,827.94 274,904,008.34 50,933.02 992,336.45 3,327,174.96 279,274,452.77
Non-operating expenses 23,387,870.39 1,035,713.16 - 148,923,783.29 29,888,387.79 203,235,754.63 10,000.00 - 17,196,500.05 220,442,254.68
Total profit (Losses are marked
2,559,050,053.79 5,508,127,659.10 313,185,336.17 135,361,855.89 2,651,138,390.67 11,166,863,295.62 47,520,504.01 364,941,088.96 -2,234,461,911.57 9,344,862,977.02
with "-")
Income tax expenses 517,928,967.15 218,235,972.45 19,104,784.49 39,483,784.58 224,820,817.17 1,019,574,325.84 17,884,281.49 73,694,575.33 1,806,494.09 1,112,959,676.75
Net profit (Losses are marked 2,426,317,573.50 10,147,288,969.78 -2,236,268,405.66
2,041,121,086.64 5,289,891,686.65 294,080,551.68 95,878,071.31 29,636,222.52 291,246,513.63 8,231,903,300.27
with "-")
Segment assets 24,260,000,005.96 58,080,072,708.01 9,491,073,768.13 27,095,782,491.19 44,382,357,967.93 163,309,286,941.22 4,719,222,985.06 19,523,260,761.95 10,035,331,759.08 197,587,102,447.31
Total assets in the financial statements 197,587,102,447.31
Segment liabilities 10,545,067,732.35 1,993,414,192.41 142,428,100.05 7,095,951,456.64 7,184,350,827.79 26,961,212,309.24 472,931,692.54 849,543,150.07 40,981,807,066.15 69,265,494,218.00
Total liabilities in the financial statements 69,265,494,218.00
Supplementary information:
Depreciation and amortization 1,119,781,238.27 214,719,968.82 882,688.51 851,694,182.33 801,221,249.28 2,988,299,327.21 98,440,779.50 184,744,488.91 26,022,221.27 3,297,506,816.89
Interest income 49,428,469.37 2,890,732.29 543,508.80 27,921,113.89 255,001,470.66 335,785,295.01 1,231,657.13 1,329,524.29 131,487,621.62 469,834,098.05
Interest expense 86,468,640.13 10,921,214.61 - 128,204,357.08 415,728,796.45 641,323,008.27 13,108,859.14 26,701,866.03 1,544,029,072.35 2,225,162,805.79
Investment income from
long-term equity investments 134,882,198.77 5,114,173,074.83 293,371,940.22 53,436,206.60 1,070,198,985.49 6,666,062,405.91 94,330,245.64 424,789,497.20 - 7,185,182,148.75
under equity method
Long-term equity investments
1,741,189,123.54 52,146,528,746.22 8,605,621,312.90 1,094,348,450.19 13,193,855,158.62 76,781,542,791.47 1,496,017,782.58 14,086,733,345.00 - 92,364,293,919.05
under equity method
Non-current assets other than
18,338,841,436.04 4,203,682,076.56 15,863,803.61 21,159,269,860.52 25,053,023,827.83 68,770,681,004.56 2,058,218,100.73 5,083,564,521.74 880,089,692.55 76,792,553,319.58
long-term equity investments
- 182 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XIX) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
The Group's total revenue from external transactions in Mainland China and other countries and
regions, and total non-current assets other than financial assets and deferred tax assets located in
Mainland China and other countries and regions are presented as follows:
Revenue from external transactions 2023 2022
Mainland China, Hong Kong and Taiwan 10,958,608,605.93 12,105,380,701.20
Pearl River Delta 6,600,817,552.32 7,195,529,214.88
Yangtze River Delta 557,788,311.93 1,139,944,516.62
Bohai Rim 225,600,088.48 217,832,344.10
Others 3,574,402,653.20 3,552,074,625.60
Other locations 4,791,867,174.29 4,125,108,426.35
Total 15,750,475,780.22 16,230,489,127.55
Total non-current assets 31/12/2023 31/12/2022
Mainland China, Hong Kong and Taiwan 128,859,143,257.19 130,723,044,577.52
Pearl River Delta 40,390,524,565.51 42,150,053,552.57
Yangtze River Delta 56,242,527,381.24 56,350,210,822.78
Bohai Rim 9,297,697,381.31 9,147,542,234.74
Others 22,928,393,929.13 23,075,237,967.43
Other locations 40,908,377,486.15 38,433,802,661.11
Total 169,767,520,743.34 169,156,847,238.63
(3) Degree of reliance on major customers
The total operating income derived from the top five customers of the Group is RMB
4,146,867,314.45, accounting for 26.33% of the Group's operating income.
(XX)NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
1. Other receivables
1.1 Summary of other receivables
Item 31/12/2023 31/12/2022
Dividends receivable 167,092,526.14 147,896,763.88
Other receivables 1,575,369,144.18 2,601,740,991.35
Total 1,742,461,670.32 2,749,637,755.23
- 183 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XX)NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
- continued
1. Other receivables - continued
1.2 Dividends receivable
(1) Presentation of dividends receivable
Investee 31/12/2023 31/12/2022
Wharf Holdings Hong Kong 147,680,363.88 147,680,363.88
CM International Tech 4,758,668.03 -
Chiwan Shipping (Hong Kong) Limited 3,205,094.23 -
Shenzhen Petrochemical Industry (Group) Co., Ltd. 216,400.00 216,400.00
China Ocean Shipping Agency (Shenzhen) Co., Ltd. 11,232,000.00 -
Total 167,092,526.14 147,896,763.88
Less: Provision for credit loss - -
Carrying amount 167,092,526.14 147,896,763.88
(2) Significant dividends receivable aged more than 1 year
Impaired or not and
Reason for
Item 31/12/2023 31/12/2022 the determination
outstanding
basis
In processing and
Wharf Holdings Hong
147,680,363.88 147,680,363.88 expected to be No
Kong
recovered in 2024
Total 147,680,363.88 147,680,363.88
1.3 Other receivables
(1) Aging analysis of other receivables
31/12/2023
Aging Provision for Proportion of
Other receivables
credit loss provision (%)
Within 1 year 910,122,251.73 - -
1 to 2 years 662,450,976.98 - -
2 to 3 years 2,467,600.00 - -
More than 3 years 711,772.07 383,456.60 53.87
Total 1,575,752,600.78 383,456.60 ——
(2) Disclosure of other receivables by nature
Item 31/12/2023 31/12/2022
Amounts due from related parties 1,553,447,353.90 2,596,356,894.67
Advances 4,965,337.56 2,467,600.00
Others 17,339,909.32 3,299,953.28
Total 1,575,752,600.78 2,602,124,447.95
Less: Provision for credit loss 383,456.60 383,456.60
Carrying amount 1,575,369,144.18 2,601,740,991.35
- 184 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XX)NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
- continued
1. Other receivables - continued
1.3 Other receivables - continued
(3) Provision for credit loss of other receivables
31/12/2023 31/12/2022
Expected Lifetime Lifetime Lifetime Lifetime
Credit rating credit loss ECL (not ECL ECL ECL
12-month ECL Total 12-month ECL Total
rate (%) credit- (credit- (not credit- (credit-
impaired) impaired) impaired) impaired)
A 0.00-0.10 1,575,369,144.18 - - 1,575,369,144.18 2,601,740,991.35 - - 2,601,740,991.35
B 0.10-0.30 - - - - - - - -
C 0.30-50.00 - - - - - - - -
D 50.00-100.00 - - 383,456.60 383,456.60 - - 383,456.60 383,456.60
Gross carrying
1,575,369,144.18 - 383,456.60 1,575,752,600.78 2,601,740,991.35 - 383,456.60 2,602,124,447.95
amount
Provision for
- - 383,456.60 383,456.60 - - 383,456.60 383,456.60
credit loss
Carrying
1,575,369,144.18 - - 1,575,369,144.18 2,601,740,991.35 - - 2,601,740,991.35
amount
(4) Provision, recovery and reversal of credit loss of other receivables
Stage 1 Stage 2 Stage 3
Item Lifetime ECL Lifetime ECL Total
12-month ECL
(not credit-impaired) (credit-impaired)
At 1 January 2023 - - 383,456.60 383,456.60
Balance of other receivables
at 1 January 2023
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 - - - -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 - - - -
Provision for the year - - - -
Reversal for the year - - - -
Transfer out due to derecognition of
financial assets (including direct - - - -
write-down)
Other changes - - - -
At 31 December 2023 - - 383,456.60 383,456.60
(5) Details of bad debt provision
Changes for the year
Effect of
Charge-off
Category 31/12/2022 Recovery or changes in Other 31/12/2023
Provision or write-
reversal the scope of changes
off
consolidation
Bad debt provision
assessed on an 383,456.60 - - - - - 383,456.60
individual basis
Bad debt provision
assessed on a portfolio - - - - - - -
basis
Total 383,456.60 - - - - - 383,456.60
(6) The Company has no recovery or reversal of significant provision for credit loss in the
current year.
- 185 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XX)NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
- continued
1. Other receivables - continued
(7) The Group has no other receivables written off during the year.
(8) The top five balances of other receivables at the end of the year classified by debtor
Proportion Closing
Relationship to total balance of
Name of entity with the Nature Closing balance Aging other provision
Company receivables for credit
(%) loss
Loan to Within 1 year,
Shenzhen Haixing Subsidiary 1,541,029,169.74 97.80 -
related parties 1-2 years
Lease
Wharf Holdings Hong Kong Subsidiary 15,189,918.60 Within 1 year 0.96 -
payment
Loan to Within 1 year,
Shunkong Port Subsidiary 12,418,184.16 0.79 -
related parties 1-2 years
CM International Tech Subsidiary Advances 2,467,600.00 2-3 years 0.16 -
Shenzhen Shekou Local Taxation More than 3
Third party Others 711,772.07 0.05 -
Bureau years
Total 1,571,816,644.57 99.76 -
- 186 -
CHINA MERCHANTS PORT GROUP CO., LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XX)NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS - continued
2. Long-term equity investments
(1) Breakdown of long-term equity investments
Changes for the year
Reconciliation Closing balance of
Investment income Cash dividends
Investee 31/12/2022 of other Other equity Provision for 31/12/2023 provision for
Increase Decrease under equity or profit Others
comprehensive movements impairment impairment
method declared
income
I. Subsidiaries
Shenzhen Chiwan International Freight Agency
5,500,000.00 - - - - - - - - 5,500,000.00 -
Co., Ltd.
Shenzhen Chiwan Harbor Container Co. Ltd. 250,920,000.00 - - - - - - - - 250,920,000.00 -
Shenzhen Chiwan Port Development Co., Ltd. 206,283,811.09 - - - - - - - - 206,283,811.09 -
Wharf Holdings Hong Kong 1,070,000.00 - - - - - - - - 1,070,000.00 -
Shenzhen Chiwan Tugboat Co., Ltd. 24,000,000.00 - - - - - - - - 24,000,000.00 -
Chiwan Container Terminal Co., Ltd. 421,023,199.85 - - - - - - - - 421,023,199.85 -
Shenchiwan Port Affairs 186,525,000.00 - - - - - - - - 186,525,000.00 -
Dongguan Shenchiwan Wharf Co., Ltd. 175,000,000.00 - - - - - - - - 175,000,000.00 -
Chiwan Shipping (Hong Kong) Limited 1,051,789.43 - - - - - - - - 1,051,789.43 -
CM Port (Note 1) 168,841,768.35 12,474,393.06 - - - - - - - 181,316,161.41 -
Zhoushan RoRo 149,709,800.00 - - - - - - 43,605,014.00 - 106,104,786.00 43,605,014.00
Zhanjiang Port 3,381,825,528.52 - - - - - - - - 3,381,825,528.52 -
CM International Tech (Note 2) 20,561,075.02 109,901,500.00 - - - - - - - 130,462,575.02 -
Sanya Merchants Port Development Co., Ltd. 2,040,000.00 - - - - - - - - 2,040,000.00 -
Ports Development (Hong Kong) Limited 29,203,045,326.23 - - - - - - - - 29,203,045,326.23 -
Shunkong Port (Note 3) 50,000,000.00 144,673,400.00 - - - - - - - 194,673,400.00 -
Guangdong Yide Port Co., Ltd. 131,866,700.00 - - - - - - - - 131,866,700.00 -
Sub-total 34,379,263,998.49 267,049,293.06 - - - - - 43,605,014.00 - 34,602,708,277.55 43,605,014.00
II. Associates
Ningbo Zhoushan 16,228,879,526.87 - - 966,972,107.64 18,734,157.32 -45,798,686.57 -355,122,265.53 - - 16,813,664,839.73 -
China Merchants Northeast Asia Development &
1,017,010,205.71 - - 1,668,941.79 - -144,795.94 - - - 1,018,534,351.56 -
Investment Co., Ltd.
China Merchants Bonded Logistics Co., Ltd. 412,362,918.79 - - 54,128,341.59 - - -84,285,525.91 - - 382,205,734.47 -
Antong Holdings (Note 4) - 892,445,435.37 - 29,869,705.60 - 17,223.61 - - - 922,332,364.58 -
Sub-total 17,658,252,651.37 892,445,435.37 - 1,052,639,096.62 18,734,157.32 -45,926,258.90 -439,407,791.44 - - 19,136,737,290.34 -
III. Joint ventures - -
Yantai Port Group Laizhou Port Co., Ltd. 794,153,389.74 - - 38,645,587.47 -280,000.00 -1,858,614.11 -28,133,178.67 - - 802,527,184.43 -
Fujian Zhaohang Logistics Management Partnership
592,134,266.75 - - 21,878,659.99 - 714,032.74 - - - 614,726,959.48 -
(Limited Partnership)
Shenzhen Gangteng Internet Technology Co., Ltd.
9,809,165.14 3,750,000.00 - -1,640,538.15 - - - - - 11,918,626.99 -
(Note 5)
Sub-total 1,396,096,821.63 3,750,000.00 58,883,709.31 -280,000.00 -1,144,581.37 -28,133,178.67 - - 1,429,172,770.90 -
Total 53,433,613,471.49 1,163,244,728.43 - 1,111,522,805.93 18,454,157.32 -47,070,840.27 -467,540,970.11 43,605,014.00 - 55,168,618,338.79 43,605,014.00
- 187 -
CHINA MERCHANTS PORT GROUP CO., LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XX)NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
- continued
2. Long-term equity investments - continued
(1) Details of long-term equity investments - continued
Note 1: Details are set out in Note (XI) 1. (1).
Note 2: Details are set out in Note (XI) 2. (1).
Note 3: In July and December 2023, the Company and Guangdong Shunkong City Investment
Real Estate Co. Ltd. entered into a capital increase agreement for Shunkong Port in two
parts, whereby the two parties agreed to increase the capital by RMB 218,751,400.00 and
RMB 153,823,600.00 together in accordance with their respective shareholding ratios of
51% and 49%, of which the Company contributed RMB 111,563,200.00 and RMB
78,450,000.00. According to the capital increase agreement, the Company paid a total of
RMB 144,673,400.00 for the capital increase at the end of the year. The shareholding ratio
of the two investors remained unchanged after the capital increase.
Note 4: Details are set out in Note (VIII) 14.
Note 5: The Company fulfilled the investment agreement in the current year and paid the second
contribution amounting to RMB 3,750,000.00.
(2) Details of impairment testing of long-term equity investments
The Company recognized a provision for impairment of long-term equity investments
amounting to RMB 43,605,014.00 based on the share of Zhoushan RoRo's recoverable
amount, refer to Note (VIII), 16.2 (7) for details.
3. Operating income and operating costs
2023 2022
Item
Income Cost Income Cost
Principal operation - - - -
Other operations 17,326,885.29 3,686,411.84 3,669,891.36 2,276,202.60
Total 17,326,885.29 3,686,411.84 3,669,891.36 2,276,202.60
- 188 -
CHINA MERCHANTS PORT GROUP CO., LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(Unless otherwise specified, the monetary unit shall be RMB)
(XX)NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
- continued
4. Investment income
(1) Details of investment income
Item 2023 2022
Income from long-term equity investments under cost method 416,405,658.26 549,150,517.02
Income from long-term equity investments under equity
1,111,522,805.93 384,257,363.02
method
Income from held-for-trading financial assets 49,614,971.08 120,227,079.12
Income from investments in other equity instruments 20,056,500.00 -
Income from disposal of long-term equity investments - -20,508.07
Total 1,597,599,935.27 1,053,614,451.09
(2) Income from long-term equity investments under cost method
Investee 2023 2022 Reason for changes
Chiwan Container Terminal Co., Ltd. 149,527,479.94 166,925,696.05 Changes in profit distribution of investee
Shenzhen Chiwan Harbor Container Co. Ltd. 111,712,423.41 173,751,858.77 Changes in profit distribution of investee
Zhanjiang Port 36,552,790.18 91,862,080.91 Changes in profit distribution of investee
Dongguan Shenchiwan Wharf Co., Ltd. 33,386,741.74 37,543,998.58 Changes in profit distribution of investee
Dongguan Shenchiwan Port Affairs Co., Ltd. 26,519,896.50 18,111,237.23 Changes in profit distribution of investee
Shenzhen Chiwan Tugboat Co., Ltd. 20,137,075.44 29,238,925.84 Changes in profit distribution of investee
CM Port 11,184,689.72 11,069,965.98 Changes in profit distribution of investee
Shenzhen Chiwan Port Development Co., Ltd. 9,751,697.73 20,415,654.72 Changes in profit distribution of investee
CM International Tech 9,517,336.07 - Changes in profit distribution of investee
Chiwan Shipping (Hong Kong) Limited 7,902,673.23 - Changes in profit distribution of investee
Shenzhen Chiwan International Freight Agency
212,854.30 231,098.94 Changes in profit distribution of investee
Co., Ltd.
Total 416,405,658.26 549,150,517.02 --
- 189 -
CHINA MERCHANTS PORT GROUP CO., LTD.
SUPPLEMENTARY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023
1. BREAKDOWN OF NON-RECURRING PROFIT OR LOSS
Item Amount Remark
Gains or losses on disposal of non-current assets, including those charged off for
231,205,985.85
which provision for impairment of assets has been made
Government grants recognized in profit or loss (other than grants which are
closely related to the Company's business, in line with the national regulations,
149,238,503.34
enjoyed under established standards and have a continuous impact
on the Company's profit or loss)
Income earned from lending funds to non-financial institutions and recognized
194,897,544.80
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 asset management -
Losses on assets due to force majeure, e.g., natural disasters -
Gains or losses on debt restructuring -
Lump-sum costs incurred by the enterprises as a result of the discontinuation of
-
relevant business activities, e.g., expenditure for layoff of employees, etc.
Gains from 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 from changes in fair value of financial assets and financial
liabilities held by non-financial enterprises other than effective hedging operation
73,352,800.52
relating to the Company's normal operations, and gains or losses from disposal of
financial assets and financial liabilities
Reversal of provision for accounts receivable that are tested for
52,962,785.14
impairment individually
Gains or losses on entrusted loans -
Gains or losses from changes in fair value of investment properties that are
-
subsequently measured using the fair value model
One-time effect of adjustments in tax laws and accounting laws and regulations
-
on profit or loss for the period
Custodian fees earned from entrusted operation -
Share-based payment expenses recognized once due to the cancellation or
-
modification of equity incentive plans
For cash-settled share-based payments, gains or losses arising from changes
-
in fair value of employee benefits payable after the vesting date
Other non-operating income or expenses other than above 12,810,280.19
Other profit or loss that meets the definition of non-recurring profit or loss -
Tax effects -145,340,260.29
Effects of minority interests (after tax) -336,553,661.12
Total 232,573,978.43
The revised Explanatory Announcement No. 1 on Information Disclosure for Companies Making Public
Offering - Non-recurring Profit or Loss (Revised in 2023) was issued by the China Securities Regulatory
Commission on 22 December 2023, and the effect of the revision on non-recurring profit or loss for the
comparable accounting periods is reflected as a decrease of non-recurring profit or loss by RMB
18,600,132.64.
CHINA MERCHANTS PORT GROUP CO., LTD.
SUPPLEMENTARY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023
2. RETURN ON NET ASSETS AND EARNINGS PER SHARE ("EPS")
The return on net assets and EPS have been prepared by the Company 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.
Weighted average EPS
Item
return on net assets (%) Basic EPS Diluted EPS
Net profit attributable to ordinary shareholders 6.3455 1.4292 1.4292
Net profit attributable to ordinary shareholders after
5.9324 1.3362 1.3362
deducting non-recurring profit or loss
CHINA MERCHANTS PORT GROUP CO., LTD.
SUPPLEMENTARY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023
3. SUPPLEMENTARY INFORMATION RELATING TO ITEMS IN THE FINANCIAL
STATEMENTS DUE TO RETROSPECTIVE APPLICATION OF ACCOUNTING
POLICIES
Item 31/12/2023 31/12/2022 1/1/2022 Item 31/12/2023 31/12/2022 1/1/2022
Current Assets: Current liabilities:
Cash and bank balances 16,079,646,178.24 13,615,928,739.40 12,772,349,406.77 Short-term borrowings 15,714,045,288.97 7,164,338,366.18 13,651,452,805.36
Held-for-trading financial assets 4,568,806,108.84 2,998,781,599.63 6,921,831,502.55 Notes payable 73,461,165.82 - 1,895,987.17
Notes receivable 325,150,195.09 36,395,000.00 6,081,611.95 Accounts payable 691,765,137.25 811,149,397.66 843,820,438.51
Accounts receivable 1,103,901,466.25 1,276,149,689.44 1,320,577,577.81 Receipts in advance 17,387,537.36 9,886,531.59 9,313,166.01
Receivables financing 2,001,669.46 163,766,913.10 238,429,402.71 Contract liabilities 142,080,101.00 141,899,551.03 196,784,525.26
Prepayments 37,664,552.30 63,627,425.42 51,606,794.20 Employee benefits payable 917,964,606.65 936,834,718.13 820,416,415.47
Other receivables 940,014,994.01 948,842,094.30 696,276,595.87 Taxes payable 923,053,572.50 917,933,169.09 2,162,719,251.68
Inventories 218,898,192.87 225,122,821.48 194,920,136.12 Other payables 1,654,622,170.02 1,755,885,258.26 2,140,108,341.08
Non-current liabilities due within
Assets held-for-sale - - 337,442,757.28 6,817,404,289.25 11,641,223,688.95 8,268,209,284.17
one year
Non-current assets due within
17,451,380.98 902,225,293.93 102,356,461.97 Other current liabilities 2,143,842,534.53 3,161,147,525.96 2,158,497,775.85
one year
Other current assets 189,673,500.87 185,903,140.53 339,684,297.41 Total current liabilities 29,095,626,403.35 26,540,298,206.85 30,253,217,990.56
Total current assets 23,483,208,238.91 20,416,742,717.23 22,981,556,544.64 Non-current Liabilities:
Non-current Assets: Long-term borrowings 18,227,543,954.71 12,390,099,177.85 7,144,839,870.89
Long-term receivables 3,856,466,116.99 5,661,327,499.07 6,162,713,861.02 Bonds payable 14,287,508,564.15 19,088,293,099.02 16,670,872,414.14
Long-term equity investments 96,666,117,776.27 92,364,293,919.05 70,353,451,824.52 Including: Preferred shares - - -
Other non-current financial
877,576,442.83 1,745,740,896.41 809,515,244.87 Perpetual bonds - - -
assets
Investments in other equity
157,461,648.16 171,945,275.02 180,251,798.43 Provisions 1,001,172,206.92 948,350,914.04 1,055,194,906.09
instruments
Investment properties 4,958,374,968.79 5,123,690,119.56 5,298,238,414.88 Lease liabilities 3,822,862,202.17 3,551,315,590.31 3,422,179,366.40
Fixed assets 28,986,538,326.35 32,033,326,083.50 31,710,513,230.29 Long-term payables 603,009,921.91 639,095,931.43 588,681,492.63
Long-term employee benefits
Construction in progress 2,909,817,281.46 2,413,844,407.64 2,557,584,953.92 85,590,059.41 35,365,156.43 24,247,302.42
payable
Right-of-use assets 9,441,668,311.22 9,342,642,222.33 8,743,077,542.19 Deferred income 1,024,776,557.73 1,031,273,189.74 1,075,957,884.91
Intangible assets 18,073,062,184.72 19,277,065,115.61 18,475,412,380.93 Deferred tax liabilities 4,659,638,104.37 4,855,019,835.33 4,552,418,519.70
Development expenditure 50,990,153.18 17,412,196.16 82,391,225.85 Other non-current liabilities 179,634,263.73 186,383,117.00 163,065,578.53
Goodwill 6,493,002,246.44 6,411,426,891.09 6,024,160,942.07 Total non-current liabilities 43,891,735,835.10 42,725,196,011.15 34,697,457,335.71
Long-term prepaid expenses 993,793,505.29 986,356,904.90 975,994,541.52 TOTAL LIABILITIES 72,987,362,238.45 69,265,494,218.00 64,950,675,326.27
Deferred tax assets 415,063,477.03 434,498,820.95 454,644,724.39 Owners' equity:
Other non-current assets 1,194,155,989.62 1,186,789,378.79 1,231,092,952.69 Share capital 2,499,074,661.00 2,499,074,661.00 1,922,365,124.00
Total non-current assets 175,074,088,428.35 177,170,359,730.08 153,059,043,637.57 Including: Preferred shares - - -
Perpetual bonds - - -
Capital reserve 37,076,846,803.06 34,751,640,835.25 23,592,702,758.70
Less: Treasury shares - - -
Other comprehensive income -903,626,594.35 -689,553,619.86 -890,125,318.18
Special reserve 34,003,994.41 26,358,259.97 9,184,429.12
Surplus reserve 1,095,980,563.68 1,001,917,449.15 961,182,562.00
Unappropriated profit 19,045,313,519.75 16,701,988,301.14 14,226,931,466.66
Total equity attributable to equity
58,847,592,947.55 54,291,425,886.65 39,822,241,022.30
holders of the Company
Minority interests 66,722,341,481.26 74,030,182,342.66 71,267,683,833.64
TOTAL OWNERS' EQUITY 125,569,934,428.81 128,321,608,229.31 111,089,924,855.94
TOTAL LIABILITIES AND
TOTAL ASSETS 198,557,296,667.26 197,587,102,447.31 176,040,600,182.21 198,557,296,667.26 197,587,102,447.31 176,040,600,182.21
OWNERS' EQUITY
