CHINA MERCHANTS PORT GROUP CO., LTD.
ANNUAL REPORT 2021
Date of disclosure: 31 March 2022
China Merchants Port Group Co., Ltd. Annual Report 2021
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”) for the year ended 31 December 2021. 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 CMG to implement the “Belt and Road” Initiative promoted by
China 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 CMG’s port assets. The Company has become a world-leading port
investor, developer and operator.
Looking ahead, by seizing the important opportunities arising from implementing major national
strategies, apply a new vision of development and implement high-quality development requirements,
the Company will take actions and strive to become a world-class comprehensive port service
provider. While actively innovating the service model with a focus on core port businesses and
promoting the construction of “Intelligent Port” ecosystem under the guidance of technology
innovation, it will proactively take part in international port investment, development and operation,
so as to optimize the port network system on a continuous basis. By offering top-notch service
solutions, it will become customers’ first choice of partner for cooperation, creating greater value for
the Company, enhancing return for shareholders and contributing to building a more stable, reliable
and secure supply chain.
Review for the year
In 2021, COVID-19 situation around the world was complex and severe. Benefiting from the
accelerated vaccination process, loose monetary policy and continued active fiscal policy, the global
economy, especially of major economies, was generally showing a recovery trend. However, repeated
outbreak of the pandemic and discrepancy in national policy response against the pandemic have
caused divergence in the economic recovery of different countries. Under the multiple impacts of
inflation, supply chain disruption, complicated geopolitics, and exchange rate fluctuations, along with
other uncertainties, the Company's daily operation and management faced certain challenges.
Confronted with a grave and complex external environment, the Company adhered to the strategic
principle of “leveraging on its long-term strategy, tapping the current edges, driving through
technology and embracing changes”. Apart from coping with challenges proactively as the COVID-
19 pandemic spread, it pursued various key construction projects in a steady manner, including the
pandemic prevention and control, development of leading ports, innovative development, overseas
expansion and comprehensive development, and successfully accomplished its strategic goals and
various operational objectives of the year.
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China Merchants Port Group Co., Ltd. Annual Report 2021
In terms of port operation, the container port business delivered a container throughput totaled
136.394 million twenty-foot equivalent units (TEUs) in 2021, up 12.0% year-on-year. Looking into
the regional performance, container throughput handled by the Company’s ports in Mainland China
totaled 95.138 million TEUs, up 10.9% year-on-year. Ports in Hong Kong and Taiwan handled a
combined container throughput of 7.684 million TEUs, up 7.4% year-on-year, while overseas port
projects handled a total container throughput of 33.572 million TEUs, up 16.3% year-on-year, mainly
because the business volume of eight terminals which Terminal Link SAS(TL)newly acquired was
included in the statistics in April 2020 and the business growth of Lomé Container Terminal S.A.
(LCT) in Togo and TCP Participaes S.A. (TCP) in Brazil. In terms of bulk cargo volume, the
Company’s ports in Mainland China handled a total bulk cargo volume of 607 million tons, up 35.3%
year-on-year, mainly due to the merger of Yingkou Port by the shareholding company Dalian Port,
the whole changed to Liaoning Port Co., Ltd and the Company will include the business volume of
Yingkou Port into the statistics since February 2021; the overseas port handled a total bulk cargo
volume of 6.21 million tons, up 6.5% year-on-year, mainly due to the business increase of HIPG in
Sri Lanka. Among the major ports, container throughput handled in West Shenzhen Port Zone in
China was 12.834 million TEUs, up 8.4% year- on-year; bulk cargo volume handled by it increased
by 7.9% year-on-year to 19.504 million tons. SIPG handled a container throughput of 47.032 million
TEUs, representing a year-on-year increase of 8.1%; bulk cargo volume handled by it increased by
8.9% year-on-year to 82.388 million tons. For overseas projects, CICT in Sri Lanka delivered a year-
on-year growth of 4.4% by handling a container throughput of 3.060 million TEUs; bulk cargo
volume handled by HIPG in Sri Lanka increased by 25.6% year-on-year to 1.555 million tons. LCT
in Togo handled a container throughput of 1.626 million TEUs, representing a growth of 19.2% year-
on-year. Kumport in Turkey handled a container throughput of 1.248 million TEUs, representing an
increase of 2.5% year-on-year; bulk cargo volume handled by it increased by 62.1% year-on-year to
0.107 million tons. TCP in Brazil handled a container throughput of 1.101 million TEUs, representing
a year-on-year increase of 12.0%. Terminal Link SAS (TL) handled a container throughput of 25.523
million TEUs in the year, up 20.3% year-on-year.
In terms of key priorities, firstly, the Company simultaneously focused on the prevention and control
of the pandemic as well as the production and operation. The Company adhered to "enhancing the
sense of responsibility, guarding the gate for the country, and keeping the first line of defense for
foreign input", worked to ensure constant vigilance against the pandemic, made unremitting efforts
in prevention and control work and scientifically implemented ongoing targeted control. At the same
time, new achievements in production and operation have been achieved, the Company's operating
income and recurrent operating profits both set a new record. Secondly, the development of leading
ports has been advanced to a new stage. The West Shenzhen homebase port saw a net addition of 35
new routes, the regionally leading ports Zhanjiang Port and Shantou Port have greatly improved their
capacity, and the business volumes of two overseas homebase ports in Sri Lanka have both made
breakthroughs. TCP in Brazil has entered the Million TEU Terminal Club in Brazil for the first time.
Thirdly, new results in innovation and development have been achieved. The Company actively
explored model innovation, built an innovation-driven development platform, and cooperated closely
with relevant entities to jointly build demonstration ports of international hydrogen energy industry;
actively accelerated industrial digitization and established a smart port technology innovation
laboratory; continued to promote the construction of Mawan Intelligent Port which passed the
completion acceptance and officially put into operation at the end of June 2021; the number of port
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China Merchants Port Group Co., Ltd. Annual Report 2021
complex in the Guangdong-Hong Kong-Macao Greater Bay Area continued to increase, greatly
improving the comprehensive competitiveness of the West Shenzhen Port Area in the Pearl River
Delta region. Fourth, the Company continuously improved the quality of overseas ports and
comprehensive development business, strengthened the business coordination of various sites and
enhanced the influence of various regions by taking advantage of the global port network layout. At
the same time, the PPC comprehensive development model was further promoted, and the number of
enterprises entering the park from overseas continued to increase. Fifth, corporate governance and
social responsibility performance were recognized. The Company stood out from 440 central
enterprises and was selected into the "Central Enterprise ESG Pioneer 50 Index (央企 ESG先鋒 50
指 數)", ranking ninth on the index list, which fully reflected the SASAC's affirmation of the
Company's ESG work; the Company continued to be practical and meticulous in the governance of
the board of directors and won the award of "Top 20 Board Governance of Listed Companies in the
Greater Bay Area (2021 大灣區上市公司董事會治理 TOP20)" and the recognition from the industry.
The Company's influence has continued to increase.
Outlook
Looking forward into 2022, the global economy will gradually return to normal from the impact of
the pandemic and fiscal stimulus, and will present the main principle of recovery in general. However,
the recurrence of the COVID-19 pandemic has led to uncertainties about the recovery prospects of
the global economy. 2022 is the year of deepening China's implementation of the "14th Five-Year
Plan". China will adhere to the general guideline of economic work of seeking progress while
maintaining stability, continue to implement new development concepts, accelerate the construction
of a new development pattern, adhere to innovation-driven development, and promote high-quality
development, adhere to the supply-side structural reform as the main line, and focus on stabilizing
the macroeconomic market. It is expected that the Chinese economy will resume trend growth in
2022, and the growth rate will be slower than that in 2021, but the economic structure will continue
to be optimized. Policies such as supporting technological innovation-driven development, deepening
the reform of the logistics supply chain system, and promoting green new infrastructure are expected
to be successively introduced and implemented, which will continue to bring new development
opportunities for the development of the industry. The Company will firmly grasp the general thrust
of "seeking progress while maintaining stability", practice new development concepts, adhere to the
two development paths of "endogenous growth + innovation and transformation", take active actions
and respond scientifically, focus on key areas, and overcome difficulties. Through reform and
innovation, we will continuously improve the quality of customer service, continue to enhance the
competitiveness of the global market, and become a world-class leading integrated port service
provider with high-quality development, and strive to achieve greater value for the Company and
more returns for shareholders.
In 2022, the Company will continue to grasp the general thrust of the work of seeking progress while
maintaining stability, stand on the new stage of development, implement new development concepts,
and build new development pattern. The Company will continue to make breakthroughs in homebase
port construction, pandemic prevention and control, technological innovation, market expansion,
operation management, capital operation, comprehensive development, etc., and make every effort to
promote the Company's overall high-quality development.
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China Merchants Port Group Co., Ltd. Annual Report 2021
In terms of homebase port construction, the West Shenzhen homebase port will continue to closely
follow the Guangdong-Hong Kong-Macao Greater Bay Area construction strategy, continuously
improve customer service levels, and further enhance comprehensive capabilities. Meanwhile, the
Company will focus on building its overseas homebase ports in Sri Lanka, CICT and HIPG into an
international container hub port and a regional comprehensive port, respectively. The Company
continue to promote the construction of the international shipping center in South Asia, and continue
to improve the integrated operation and management of the two ports.
In terms of pandemic prevention and control, the Company will continue to build a normalized
pandemic prevention and control system, continuously improve emergency plans and operational
norms, adhere to the “human” and “material” prevention and control, and maintain the defense line
to ensure the safety and stability of the pandemic prevention and control situation.
In respect of technology innovation, the Company will focus on industrial transformation, upgrade
driven by innovation and technology empowerment and realize sustainable and stable growth of the
company. The Company will develop the ecosystem for technology and innovation, and generate
innovative solutions with technology for ports to build the integrated platform for industry, education
and research. With the “CM Chip” platform, the Company will develop three major leading products
for the industry, strive to intelligentize the production and operation within the terminals. With the
“CM ePort” platform, the Company will innovate the service models by improving the information
service system and adopting the “Port + Internet” approach for the port, so as to explore and develop
an open platform for intelligent ports.
In terms of market expansion, the Company will deepen the concept with the focus on customers,
continue to strengthen the cooperation with major shipping companies, build a three dimensional,
multi-dimensional and multi-business collaborative alliance chain circle around the coordinated ports
model, with the West Shenzhen homebase ports as the core, to enhance the linkage with end customers.
At the same time, the Company will construct a collaborative business platform, improve the
construction of the market commerce system, and expand the coverage of the logistics supply chain
endogenously and externally via shaping the integration, platform and digitalization.
In terms of operation management, the Company will accelerate the development of an international
operation management and control system, build a management and control model that matches
business development, continue to deepen the construction of smart operation management platform
system, promote the building of a first class operation and management system highlighting
“empowerment, professional and value”, strengthen the benchmarking between overseas companies
and world-class enterprises, and shape international competitive advantages on all fronts.
In respect of capital operation, the Company constantly promote the optimization of asset structure
and reduce investment risks. In line with the strategies of the company and the direction of “asset-
heavy to asset-light” and “quantity to quality”, the company will promote the "asset management +
capital operation" two-wheel drive and improve capital operation plans, asset allocation and
endogenous growth in order to enhance shareholder returns.
In respect of comprehensive development, the Company will closely adapt to the changes in the
global trade environment, strive to become an important link in the internal and external economic
cycle, and a cornerstone for the security and stability of the industrial supply chain. Apart from
improving quality of services to existing customers and increasing customer stickiness, the Company
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China Merchants Port Group Co., Ltd. Annual Report 2021
will enhance the capacity to nurture and support hinterland industries.
Appreciation
In 2021, under the external environment of repeated pandemic and various risks, the Company
adhered to its strategic directives, took the initiative to embrace changes, and thus recorded positive
results for various tasks and its operating performances have been growing significantly year-on-year.
All of these could not be accomplished without the dedication from all of our staff and the support
from our shareholders, investors, business partners, and those in the society who have taken to heart
the Company’s interest. For this, I would like to extend my most sincere appreciation and deepest
gratitude.
Deng Renjie
Chairman
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China Merchants Port Group Co., Ltd. Annual Report 2021
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.
Wang Xiufeng, the Company’s legal representative, Tu Xiaoping, the Company’s Chief Financial
Officer and 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, Ta Kung Pao (HK) and
www.cninfo.com.cn have been designated by the Company for information disclosure. And all
information about the Company shall be subject to what’s disclosed on the aforesaid media. Investors
are kindly reminded to pay attention to these media.
The Board has approved a final dividend plan as follows: based on 1,922,365,124 shares, a cash
dividend of RMB4.30 (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 2021
Table of Contents
Chairman’s Statement ....................................................................................................................... 1
Part I Important Notes, Table of Contents and Definitions ........................................................... 6
Part II Corporate Information and Key Financial Information ................................................. 11
Part III Management Discussion and Analysis ............................................................................. 18
Part IV Corporate Governance ...................................................................................................... 55
Part V Environmental and Social Responsibility ......................................................................... 95
Part VI Significant Events ............................................................................................................. 104
Part VII Share Changes and Shareholder Information ............................................................. 143
Part VIII Preference Shares.......................................................................................................... 152
Part IX Bonds ................................................................................................................................. 153
Part X Financial Statements ......................................................................................................... 166
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China Merchants Port Group Co., Ltd. Annual Report 2021
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 2021 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 2021
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
China Merchants International Technology Co., Ltd., formerly
CMIT/ CMHIT known as China Merchants Holdings (International) Information
Technology Co., Ltd.
Jifa Logistics Dalian Port Jifa Logistics Co., Ltd.
DPCD Dalian Port Container Development Co., Ltd.
Yingkou Port Group Yingkou Port Group Co., Ltd.
DPN Dalian Port Logistics Network Co., Ltd.
YPIT Yingkou Port Information Technology Co., Ltd.
Dongguan Machong Dongguan Chiwan Port Service Co., Ltd.
Shantou Port Shantou CMPort Group Co., Ltd.
Zhanjiang Port Zhanjiang Port (Group) Co., Ltd.
Shunde New Port Guangdong Yide Port Limited
Zhangzhou Port Zhangzhou China Merchants Port Co., Ltd.
Ningbo Daxie China Merchants International Container Terminal
CMICT
Co., Ltd.
CICT Colombo International Container Terminals Ltd.
HIPG Hambantota International Port Group
LCT Lome Container Terminal Ltd.
TCP TCP Participaes S.A
TEU Twenty Foot Equivalent Unit
The wharf e-commerce platform, i.e. the unified customer service
CM ePort
platform
Haixing Harbor Shenzhen Haixing Harbor Development Co., Ltd.
Yingkou Port Yingkou Port Co., Ltd.
Liaoning Port Co., Ltd., formerly known as Dalian Port (PDA)
Liaoning Port/ Dalian Port
Company Limited
9
China Merchants Port Group Co., Ltd. Annual Report 2021
State-Owned Assets Supervision and Administration Commission
SASAC of the State Council
of the State Council
SIPG Shanghai International Port (Group) Co., Ltd.
Tianjin Port Container Terminal Tianjin Port Container Terminal Co., Ltd.
QQCTU Qingdao Qianwan United Container Terminal Co., Ltd.
CMCS China Merchants Container Services Limited
Modern Terminals Modern Terminals Limited
Taiwan Kao Ming Container Kao Ming Container Terminal Corp.
TL Terminal Link S.A.S.
Kumport Liman Hizmetleri ve Lojistik Sanayi ve Ticaret Anonim
Kumport
Sirketi
PDSA Port de Djibouti S.A.
TICT Tin-Can Island Container Terminal 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
Xiamen Port Zhangzhou China Merchants Xiamen Port Affairs Co., Ltd.
Mawan Ganghang Shenzhen Mawan Ganghang Co., Ltd.
CMPS China Merchants Port Service (Shenzhen) Co., Ltd.
CMB China Merchants Bank Co., Ltd.
Zhejiang Provincial Seaport Investment & Operation Group Co.
Seaport Group
Ltd.
Ningbo Port Ningbo Zhoushan Port Company Limited
Ningbo Zhoushan Port Group Ningbo Zhoushan Port Group Co., Ltd.
China Merchants Venture China Merchants Venture Capital Management Co., Ltd.
Shenzhen China Merchants Venture Capital Fund Center (Limited
China Merchants Venture Fund
Partnership)
Broadford Shenzhen Broadford (Shenzhen) Port Development Co., Ltd.
China Merchants Liaoning China Merchants (Liaoning) Port Development Co., Ltd.
Liaoning Port Group Liaoning Port Group Co., Ltd.
CMA CMA CGM S.A.
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.
10
China Merchants Port Group Co., Ltd. Annual Report 2021
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 Wang Xiufeng
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 2021
Securities Times, China Securities Journal,
Media and website where this Report is
Shanghai Securities News, Ta Kung Pao (HK)
disclosed
and 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,
transshipment, 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
Every change of remains the actual controller of the Company.
controlling shareholder 2. On 26 December 2018, the Company issued RMB-denominated
since incorporation (if ordinary shares (A-shares) at RMB21.46/share to CMPID for the
any) acquisition of the 1,313,541,560 CMPort Holdings ordinary shares that it
held. Upon the Acquisition, the Company’s total share capital has become
1,793,412,378 shares. Meanwhile, as Broadford Global controls an 87.81%
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.
V Other Information
The independent audit firm hired by the Company:
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China Merchants Port Group Co., Ltd. Annual Report 2021
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
Xu Xiangzhao, Pi Dehan
signatures
The independent sponsor hired by the Company to exercise constant supervision over the Company
in the Reporting Period:
□ Applicable √ Not applicable
The independent financial advisor hired by the Company to exercise constant supervision over the
Company in the Reporting Period:
□ Applicable √ Not applicable
VI Key Financial Information
Indicate by tick mark whether there is any retrospectively restated datum in the table below.
√ Yes □ No
Reason: Business combination under common control
On 18 December 2020, the Company signed the Equity Subscription and Capital Increase Agreement
for CMHIT with the Company's subsidiaries CMPort Holdings and CMHIT, Jifa Logistics, DPCD,
and Yingkou Port Group.
According to the Equity Subscription and Capital Increase Agreement, Jifa Logistics and DPCD
would increase the capital of CMHIT with 29.40% and 49.63% of their respective shares in DPN,
and Yingkou Port Group would increase the capital of CMHIT with 100% of its equity in YPIT.
Before and after the merger, CMHIT, DPN and YPIT are all subject to the final control of CMG, the
actual controller of the Company, and such control is not temporary.
The above capital increase was completed on 9 February 2021. Upon completion of the capital
increase, CMHIT changed its name to CMIT. The Company, CMPort Holdings, Jifa Logistics, DPCD
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China Merchants Port Group Co., Ltd. Annual Report 2021
and Yingkou Port Group hold 13.18%, 43.74%, 13.26%, 22.38% and 7.44% equity in CMIT,
respectively. CMIT remains a majority-owned subsidiary of the Company. CMIT holds 79.03%
equity in DPN and 100% equity in YPIT respectively, and is able to exercise control over the latter
two companies. Therefore, since 9 February 2021, the Company will follow the accounting
processing method for enterprise merger under the same control and include DPN and YPIT in the
consolidated scope of the Company's consolidated financial statements from the beginning of the
comparative financial statement period.
2021-
over-
2020 2019
2021 2020
change
Original Restated Restated Original Restated
Operating revenue
15,283,808,174.60 12,618,529,996.02 12,756,744,317.91 19.81% 12,123,829,423.74 12,262,451,114.91
(RMB)
Net profit attributable
to the listed
2,685,829,204.07 2,065,322,969.66 2,073,844,409.04 29.51% 2,898,192,168.84 2,902,555,697.90
company’s
shareholders (RMB)
Net profit attributable
to the listed
company’s
2,355,700,274.23 1,262,830,563.26 1,271,352,002.64 85.29% 1,037,766,875.23 1,042,130,404.29
shareholders before
exceptional gains and
losses (RMB)
Net cash generated
from/used in operating 6,510,326,570.48 5,495,800,917.01 5,551,289,013.01 17.28% 5,501,873,415.94 5,507,450,443.65
activities (RMB)
Basic earnings per
1.40 1.07 1.08 29.63% 1.59 1.60
share (RMB/share)
Diluted earnings per
1.40 1.07 1.08 29.63% 1.59 1.60
share (RMB/share)
Weighted average
6.99% 5.66% 5.67% 1.32% 8.71% 8.71%
return on equity (%)
Change of
31
December
31 December 31 December 2020 2021 over 31 December 2019
2021 31
December
2020 (%)
Original Restated Restated Original Restated
Total assets (RMB) 175,984,101,168.66 168,543,611,777.21 168,728,326,345.77 4.30% 156,696,917,845.87 156,849,330,783.53
Equity attributable to
the listed company’s 39,801,188,662.13 37,117,806,052.18 37,165,277,744.78 7.09% 35,972,804,419.42 36,011,246,088.71
shareholders (RMB)
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s
14
China Merchants Port Group Co., Ltd. Annual Report 2021
shareholders before and after exceptional gains and losses was negative for the last three accounting
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
1,922,365,124
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
1.3971
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
15
China Merchants Port Group Co., Ltd. Annual Report 2021
VIII Key Financial Information by Quarter
Unit: RMB
Q1 Q2 Q3 Q4
Operating revenue 3,574,128,378.48 3,765,814,483.78 4,047,333,525.94 3,896,531,786.40
Net profit attributable to the
listed company’s 532,867,484.84 1,144,167,861.33 756,770,050.94 252,023,806.96
shareholders
Net profit attributable to the
listed company’s
524,972,071.00 1,119,723,989.97 588,153,132.19 122,851,081.07
shareholders before
exceptional gains and losses
Net cash generated
from/used in operating 880,940,193.44 2,054,020,214.52 1,824,880,606.88 1,750,485,555.64
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
semiyearly reports.
□ Yes √ No
IX Exceptional Gains and Losses
Unit: RMB
Item 2021 2020 2019 Note
Gain or loss on disposal of
non-current assets (inclusive
233,551,553.79 1,480,572,929.90 4,794,562,782.79 -
of impairment allowance
write-offs)
Government subsidies
charged to current profit or
loss (exclusive of government
subsidies given in the
Company’s ordinary course of 314,172,152.25 238,216,977.76 162,587,042.38 -
business at fixed quotas or
amounts as per the
government’s uniform
standards)
Capital occupation charges on
non-financial enterprises that
232,343,789.35 232,906,880.87 19,571,040.36 -
are charged to current profit or
loss
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
Gain or loss on fair-value
221,242,275.17 -409,658,173.58 66,075,363.30 -
changes in held-for-trading
16
China Merchants Port Group Co., Ltd. Annual Report 2021
financial assets and liabilities
& income from disposal of
held-for-trading financial
assets and liabilities and
available-for-sale financial
assets (exclusive of the
effective portion of hedges
that arise in the Company’s
ordinary course of business)
Reversed portions of
impairment allowances for
93,196.96 46,709,066.77 - -
receivables which are tested
individually for impairment
Custodian fees earned
1,663,396.22 1,886,792.45 - -
from entrusted operation
Non-operating income and
-4,065,501.22 -42,615,710.20 482,165,418.73 -
expense other than the above
Other gains and losses that
meet the definition of - 753,988,749.80 732,644,357.06 -
exceptional gain/loss
Less: Income tax effects 181,130,994.22 241,651,237.66 1,504,203,995.96 -
Non-controlling interests
484,485,147.96 1,257,863,869.71 2,892,976,715.05 -
effects (net of tax)
Total 330,128,929.84 802,492,406.40 1,860,425,293.61 --
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.
17
China Merchants Port Group Co., Ltd. Annual Report 2021
Part III Management Discussion and Analysis
I Situation of the Industry in which the Company Operates During the Reporting Period
1. External Environment Analysis
(1) Macroeconomic environment
In 2021, global COVID-19 pandemic situation was complex and severe, economy recovery of each
country suffered diversion due to repeated outbreaks of pandemic and their different preferences on
pandemic prevention policies. Although global economy, especially of major economies, showed a
keynote of recovery in overall, the uncertainty of economy recovery increased. According to the
“World Economy Outlook” report published by International Monetary Fund (IMF) in January 2022,
it is projected that the growth rate of global economy was 5.9% in 2021, among which the economic
growth rate of developed economies and emerging economies were 5.0% and 6.5%, respectively. In
the first half of 2021, European and American pandemic was alleviated thanks to the acceleration of
vaccination process, driving the recovery of global trade and consumption. In the second half of 2021,
however, the occurrence of novel coronavirus variants resulted in repeated outbreaks of pandemic
and brought severe challenges to the global economy recovery. Facing the complicated external
environment, China organized and promoted pandemic prevention and control along with economic
and social development, which effectively facilitated the restoration of normal production and
everyday life. In 2021, China recorded an annual GDP growth of 8.1%, with a total amount of over
RMB100 trillion for two consecutive years. In the second half of 2021, China recorded better-than-
expected growth in foreign trade driven by regional trade and cooperation. Consumption demand
gradually picked up and the economy showed positive signs of recovery. Overall, China’s economy
maintained its upward trend in the long-run. To achieve high-quality economic growth, China will
intensify the supply-side restructuring and pay attention to demand-side management in the meantime.
According to the statistics published by the General Administration of Customs, China’s total import
and export value amounted to RMB39.1 trillion in 2021, representing an increase of 21.4% year-on-
year compared to that of 2020. Among which, the export value was RMB21.73 trillion, representing
an increase of 21.2%, while the import value was RMB17.37 trillion, representing an increase of
21.5%. Trade surplus amounted to RMB4.37 trillion, representing an increase of 20.2%.
(2) Market environment of the port and shipping industry
In 2021, the acceleration of global vaccination process promoted the further normalization of global
economy. As such, the global economy was under an overall recovery and growth stage. The
merchandise trade realized recovery growth, driving the demand for global seaborne freight trade of
containers. However, while the export demand kept increasing, the slowdown of repositioning of
European and American ports due to impacts of pandemic and shortage of manpower, together with
various “black swan events” such as blocking of the Suez Canal and Yantian Port pandemic, led to
problems of ship postponement, port congestion and route adjustment from time to time, thereby
causing partial unbalance of container distribution, decreasing supply of effective seaborne freight
18
China Merchants Port Group Co., Ltd. Annual Report 2021
capability, constant high level of seaborne freight price in international market and frequent
congestion in supply chain of global seaborne freight logistics. On the other hand, however, new
opportunities for industry also appeared continuously. The new trends such as digitalization, carbon
neutrality and new infrastructure will add constant new impetus on industry transformation and
development.
Under the general situation of global economy recovery, the global port container throughput
recorded a significant increase in 2021. According to the latest report of Drewry, a global shipping
consultancy institution, the global container port throughput recorded an increase of 6.5% year-on-
year in 2021. The shortage of global supply and demand facilitated China’s export growth, which
resulted in rapid growth trend in container throughput of domestic major ports. According to the
statistics of national port throughput published by the Ministry of Transport in January 2022, in 2021,
national ports handled a container throughput of 283 million TEUs, representing an increase of 7.0%
year-on-year, while the national port cargo throughput was 15.55 billion tons, representing an
increase of 6.8% year-on-year.
(3) The Company’s industry position
The port industry is a crucial cornerstone industry for national economic and social development, and
is closely linked to global economy and trade. The Company is the largest port developer, investor
and operator in the PRC and the leading comprehensive port service provider in the world, with a
well-developed port network at major hub locations along coastal China. It has also successfully
established presences in Asia, Africa, Europe, Mediterranean, Oceania, South America and North
America. By its proactive, sound and efficient operating style, the Company capitalizes on its global
port portfolio, professional management experience, the self-developed state-of-the-art terminal
operation system and integrated logistics management platform for exports and imports, thereby
providing its customers with timely and efficient port and maritime logistics services along with
comprehensive and modern integrated logistics solutions. In addition, the Company also invests in
bonded logistics operation and launches integrated park development business, facilitates the
transformation and upgrade of port industry, develops supporting port industry, striving to improve
industry efficiency and create greater value through the synergies of the existing terminal network.
II Principal Activity of the Company in the Reporting Period
The Company is principally engaged in the handling, warehousing and transportation of containers
and bulk cargoes, as well as the provision of other ancillary services. It principally operates 24
container berths and 18 bulk cargo berths in the ports in West Shenzhen and Dongguan Machong, 6
container berths, 3 bulk cargo berths, and 1 coal-handling specific berth in Shantou Port, 2 container
berths and 34 bulk cargo berths in Zhanjiang Port, 4 multi-purpose berths in Shunde New Port, 2
container berths and 6 bulk cargo berths in Zhangzhou Port, 4 container berths in Ningbo Daxie, 4
container berths in CICT, Sri Lanka, 4 multi-purpose berths, 2 oil berths and 4 container berths in
HIPG, Sri Lanka, 3 container berths in LCT, Togo, and 4 container berths in TCP, Brazil. Moreover,
the Company invests in container hubs in Shanghai and Tianjin and expands its layout to ports in
Asia, Africa, Europe, Oceania, South America and North America.
The major business segments of China Merchants Port Group Co., Ltd. are as follows:
19
China Merchants Port Group Co., Ltd. Annual Report 2021
Business Segments Applications
Container handling and warehousing: the Company provides ship
berthing, loading and discharging services to ship companies, offers
container storage service to ship companies and cargo owners and
provides overhead box services to tractor companies. The Company
Cargo handling and also engages in the businesses of division or merger of cargoes in
warehousing containers, container leasing and container maintenance;
Bulk cargo handling and warehousing: 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 ancillary port-related services of the Company mainly include
Ancillary port-related tugboat berthing assistance and barge services at the arrival of ships
services to the ports, tallying in the course of cargo handling, and supply of
shore power and freshwater for vessels.
The Company provides various services for clients (including
logistics companies, trading companies or cargo owners), for
example, warehouse/yard leasing, loading and unloading in
Bonded logistics operations
warehouses/yards, customs clearance and division or merger of
cargoes at terminals. It also provides documentation services for
tractors arriving or leaving the bonded logistics parks.
III Core competitiveness analysis
1. Sound shareholder background and recourse integration capability
Established in 1872, which is 150 years ago, CMG, the effective controller of the Company, has
become an exemplary model for Chinese enterprises and developed strong brand power. It is also a
key state-owned enterprise under the direct administration of the PRC central government.
Headquartered in Hong Kong, CMG is an integrated enterprise with diversified businesses and one
of the four major Chinese enterprises in Hong Kong. At present, it mainly focuses on three core
industries: comprehensive transportation, featured finance, and holistic development and operation
of residential communities and industrial parks. It has also been engaging in the transformation from
these three primary industries to the three platforms of industrial management, financial services, and
investment and capital operation. CMG has been rated as a Grade A enterprise in the Operating
Results Assessment of the State-owned Assets Supervision and Administration Commission of the
State Council for 17 consecutive years and is a central state-owned enterprise that owns two Fortune
500 companies.
Being a crucial player and facilitator of the national “Belt and Road” initiative, CMG has
accelerated its international development and preliminarily formed a relatively complete network of
overseas ports, logistics, finance, and park business. The sound shareholder background and ample
domestic and overseas resources integration capability of CMG have provided strong support to
CMPort for constructing a global port investment and operation platform with international vision
and global expansion capabilities and distinguishing from others in the fierce global competition.
2. Well-balanced national port network distribution capability
20
China Merchants Port Group Co., Ltd. Annual Report 2021
As an important carrier for domestic and overseas port investment and operation of CMG, the
Company gained in-depth insight into the current states, trends and driving factors of the global
industrial chain. Based on the insight, it followed development pattern of the global trade and industry
and seized the significant policy opportunities arising from the key “Belt and Road” initiative and the
construction of key areas of the Guangdong-Hong Kong-Macao Greater Bay Area and integration of
the Yangtze River Delta to actively build a global port network and arrange for the investment and
allocation of global recourses.
In recent years, through mergers, acquisitions, restructuration, renovation of old ports, and
building of new ports, the Company has been consistently optimizing its modern port network with
global coverage, enhancing the value of the port industry, and pushing forward balanced regional
development. After years of overseas development, CMPort has formed a global business layout. Its
port network comprises 50 ports which are located in 25 countries and regions on six continents.
Adhering to the principle of “extensive consultation, joint development and shared benefits”, CMPort
has developed local-based business operation and formed a community of shared future with
stakeholders from countries and regions along the “Belt and Road” initiative to explore development
opportunities with concerted efforts. At the same time, the diversified investment and operation of
port assets at home and abroad have also effectively enhanced its capabilities of resisting risks of
industry fluctuations, trade fictions and unexpected events.
3. Consistently optimized supply chain comprehensive service capability
The Company is striving to become a world-class comprehensive port service provider and keep
optimizing supply chain comprehensive service capability from various aspects. First, 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 is actively
exploring and facilitating the comprehensive port development model of “Port-Park-City”. Based on
the traditional loading and discharging and ancillary services at ports, it established the
comprehensive development model that offered high value-added services to enterprises. Currently,
the Company has participated in promoting the port-oriented regional comprehensive development
and construction in various overseas regions and has achieved phased progresses and helped foster
new profit growth points for the Company. Secondly, in respect of perfecting comprehensive logistics
service capability, the Company aims at increasing its global presence with shipping routes across
five continents. As both the shipping and port sectors gradually shifted to form alliances, the
Company is actively integrating its domestic and overseas supply chain recourse, to provide more
comprehensive and effective integrated logistics service solutions for the global supply chain to
satisfy customer needs, forming its unique competitive strength. Based on the West Shenzhen
homebase port and the Shunde New Port, it built the first complex port in the Greater Bay Area and
expanded to Zhu Kong River Terminal to meet the unsatisfied customer needs, promoting the
development of the Guangdong-Hong Kong-Macao Greater Bay Area. The Company safeguards the
security of international supply chain and supply for people’s livelihood in the country through
serving domestic and overseas trade business, thereby accelerating the formation of China’s new
development pattern, with the domestic economic cycle as the mainstay and the domestic and
international economic cycles boosting each other.
21
China Merchants Port Group Co., Ltd. Annual Report 2021
4. Self-innovative intelligent port construction capability
To seize the development opportunity in the wave of new technologies, the Company proactively
supported the construction of intelligent ports, and promoted the digitalization transformation and
intelligent upgrade of ports through “CM Chip” and “CM ePort”. “CM Chip” is a port core operation
system self-developed and constructed by the Company, including CTOS (Container Terminal
Operation System), BTOS (Bulk Cargo Terminal Operation System), and LPOS (Logistic Park
Operation System). Currently, series products of “CM Chip” self-developed by the Company have
been basically applied in domestic and overseas terminals that the Company mainly controls, which
lays a solid foundation for the Company’s intelligent port construction. Based on the Company’s
global port network, “CM ePort” is a digitalized comprehensive service ecology platform facing the
whole port shipping logistics industry and integrating port, shipping, logistics and third-party e-
commerce platform. It provides services such as intelligent logistics, intelligent port as well as
intelligent finance and business, promoting construction of intelligent port ecology circle.
Based on the pilot transformation project of Haixing Harbor, the Company successfully
constructed “Mawan Intelligent Port” around nine major intelligent elements, namely “CM Chip, CM
ePort, automation, intelligent ports, 5G network application, blockchain, Beidou system, artificial
intelligence, and green and low-carbon development”. Mawan Intelligent Port has been completed
and opened for duly operation in the end of June 2021. It is the first automation port upgraded and
transformed from traditional port in China, forming intelligent port comprehensive solutions with
“CM Characteristics”.
5. Sound and efficient port management capability
Adhering to the proactive, sound and efficient operating style and benefiting from its global port
assets and resources portfolio, the Company is committed to providing customers with timely and
efficient port and maritime logistics services as well as professional and first-class solutions, and has
become the preferred partner for customers and an important gateway for the country’s foreign trade,
thereby making due contributions to the country’s foreign trade development. At the same time, the
Company also made an extensive investment in bonded logistics business to expand its port value
chain and enhance industrial value. Taking advantages of the synergy of its existing terminal network,
the Company created values for both its customers and shareholders.
The Company has earned itself good reputation across the industry by its professional
management experience accumulated for years, its self-developed global leading terminal operating
system and integrated logistics management platform for import and export, its extensive maritime
logistics support system with all-rounded modern integrated logistics solutions, and its high-quality
engineering management and reliable service offerings.
IV Core Business Analysis
1. Port Business Review
(1) Overview of port business
22
China Merchants Port Group Co., Ltd. Annual Report 2021
In 2021, the Company’s ports handled a total container throughput of 136.394 million TEUs, up
by 12.0% year-on-year. Bulk cargo volume handled by the Company’s ports increased by 35.0%
year-on-year to 613 million tons. During the Reporting Period, operating revenue of the Company
amounted to RMB15.28 billion, representing a year-on-year increase of 19.8%.
Table 3-1 Throughput of the Company and changes in 2021
Item 2021 2020 Changes
Container throughput (’0,000
13,639.4 12,171.0 12.0%
TEU)
Among which: Mainland China 9,513.8 8,576.0 10.9%
Hong Kong and Taiwan 768.4 716.0 7.4%
Overseas 3,357.2 2,878.0 16.3%
Bulk cargo throughput (’0,000
61,308.5 45,429.5 35.0%
tons)
Among which: Mainland China 60,687.5 44,846.3 35.3%
Overseas 621.0 583.2 6.5%
Note: 1. The statistics represented the total throughput of the holding subsidiaries, associates and joint
ventures of the Company; 2. Dalian Port Co., Ltd., the joint stock company, was generally changed
to Liaoning Port Co., Ltd due to the merger of Yingkou Port Co., Ltd. by it through conversion and
absorption. As such, the Company has been including the business volume of Yingkou Port Co., Ltd
since February 2021.
For container business, the Company’s ports in Mainland China handled a container throughput
of 95.138 million TEUs, representing a year-on-year increase of 10.9%. Ports in Hong Kong and
Taiwan regions contributed a total container throughput of 7.684 million TEUs, indicating an increase
of 7.4% year-on-year. The total container throughput handled by the Company’s overseas ports grew
by 16.3% year-on-year to 33.572 million TEUs, mainly benefiting from the inclusion of the eight
terminals acquired by TL and the business growth of LCT in Togo and TCP in Brazil. In terms of
bulk cargo business, the Company’s ports in Mainland China handled a bulk cargo volume of 607
million tons, up by 35.3% year-on-year, mainly benefiting from the inclusion of the business volume
of Yingkou Port Co., Ltd by the Company since February 2021 because the Dalian Port Co., Ltd., the
joint stock company, was generally changed to Liaoning Port Co., Ltd. as a result of the merger of
Yingkou Port Co., Ltd. by it through conversion and absorption. Overseas ports handled a bulk cargo
volume of 6.21 million tons, up by 6.5% year-on-year, mainly benefiting from the business growth
of HIPG in Sri Lanka.
(2) Operation condition of port business by region
Table 3-2 Container throughput of the Company and changes in 2021 (in ’0,000 TEU)
Region and port company 2021 2020 Changes
West Shenzhen Port
Holding Zone 1,283.4 1,184.0 8.4%
company
Pearl River Shunde New Port 45.8 42.5 7.8%
Delta Joint
Chu Kong River
stock 102.8 105.5 -2.6%
Trade Terminal
company
23
China Merchants Port Group Co., Ltd. Annual Report 2021
Joint
stock SIPG Group 4,703.2 4,350.3 8.1%
Yangtze River
company
Delta
Holding
Ningbo Daxie 340.7 332.0 2.6%
company
Tianjin Port
864.2 786.6 9.9%
Joint Container Terminal
Bohai Rim stock QQCTU 854.3 809.7 5.5%
company Liaoning Port Co.,
990.6 653.5 51.6%
Ltd.
South-East Zhangzhou Port 26.7 31.5 -15.2%
region of Holding
Mainland company Shantou Port 180.0 158.8 13.4%
China
South-West
region of Holding
Zhanjiang Port 122.2 122.0 0.2%
Mainland company
China
Holding
company
CMCS/Modern
/Joint 565.4 555.7 1.7%
Terminals
Hong Kong stock
and Taiwan company
Joint
Taiwan Kao Ming
stock 202.9 159.9 26.9%
Container
company
CICT 306.0 293.0 4.4%
Holding
TCP 110.1 98.3 12.0%
company
LCT 162.6 136.4 19.2%
Overseas TL 2,552.3 2,113.4 20.3%
Joint Kumport 124.8 121.7 2.5%
stock
PDSA 69.2 85.9 -19.4%
company
TICT 32.0 30.3 5.6%
Total 13,639.4 12,171.0 12.0%
Note: 1. Since April 2020, the Company has newly included the business volume of eight new
terminals acquired by TL, a joint stock company of the Company; 2. Dalian Port Co., Ltd., the joint
stock company, was generally changed to Liaoning Port Co., Ltd due to the merger of Yingkou Port
Co., Ltd. by it through conversion and absorption. As such, the Company has been including the
business volume of Yingkou Port Co., Ltd since February 2021.
Table 3-3 Bulk cargo volume handled by the Company and changes in 2021 (in ’0,000 tonnes)
Region and port company 2021 2020 Changes
West Shenzhen Port
1,950.4 1,807.1 7.9%
Pearl River Holding Zone
Delta company Dongguan Machong 1,609.7 1,548.3 4.0%
Shunde New Port 518.8 394.9 31.4%
24
China Merchants Port Group Co., Ltd. Annual Report 2021
Joint
Chu Kong River
stock 317.2 307.7 3.1%
Trade Terminal
company
Joint
Yangtze River
stock SIPG Group 8,238.8 7,564.9 8.9%
Delta
company
QQTU 1,765.1 1,629.2 8.3%
Qingdao Port
6,559.4 6,314.7 3.9%
Joint Dongjiakou
Bohai Rim stock Liaoning Port Co.,
26,256.2 13,124.0 100.1%
company Ltd.
Laizhou Harbour
2,138.7 2,055.9 4.0%
Affairs
South-East Zhangzhou Port 868.2 633.0 37.2%
region of Holding Xia Men Bay
564.8 64.9 770.3%
Mainland company Terminals
China Shantou Port 346.1 314.2 10.2%
South-West
region of Holding
Zhanjiang Port 9,554.1 9,087.4 5.1%
Mainland company
China
Holding
HIPG 155.5 123.8 25.6%
company
Overseas Joint Kumport 10.7 6.6 62.1%
stock
company PDSA 454.8 452.9 0.4%
Total 61,308.5 45,429.5 35.0%
Note: 1. HIPG has included liquid bulk cargo in the statistics of its business volume since 2020; 2.
Dalian Port Co., Ltd., the joint stock company, was generally changed to Liaoning Port Co., Ltd due
to the merger of Yingkou Port Co., Ltd. by it through conversion and absorption. As such, the
Company has been including the business volume of Yingkou Port Co., Ltd. since February 2021.
Pearl River Delta region
The Company’s terminals in West Shenzhen Port Zone handled a total container throughput of
12.834 million TEUs, up by 8.4% year-on-year, mainly benefiting from entering of production of
Mawan Intelligent Port and increase in its routes. Bulk cargo volume handled amounted to 19.504
million tons, up by 7.9% year-on-year, mainly due to the significant increase in import food. Chu
Kong River Trade Terminal handled a total container throughput of 1.028 million TEUs, down by
2.6% year-on-year, and a bulk cargo volume of 3.172 million tons, up by 3.1% year-on-year
respectively. Dongguan Machong handled bulk cargo volume of 16.097 million tons, up by 4.0%
year-on-year. Shunde New Port handled a container throughput of 0.458 million TEUs, up by 7.8%
year-on-year, mainly benefiting from cooperation with large customers and promotion of business
model of complex port. It also handled a bulk cargo volume of 5.188 million tons, up by 31.4% year-
on-year, mainly due to active expansion of new cargo sources for steel.
25
China Merchants Port Group Co., Ltd. Annual Report 2021
Yangtze River Delta region
SIPG handled a container throughput of 47.032 million TEUs, up by 8.1% year-on-year. Bulk
cargo volume handled increased by 8.9% year-on-year to 82.388 million tons. Ningbo Daxie handled
a container throughput of 3.407 million TEUs, representing an increase of 2.6% year-on-year.
Bohai Rim region
QQCTU handled a container throughput of 8.543 million TEUs, representing an increase of 5.5%
year-on-year. QQTU handled a bulk cargo volume of 17.651 million tons, representing an increase
of 8.3% year-on-year, mainly due to breakthrough in emerging cargo types. Qingdao Port Dongjiakou
handled a bulk cargo volume of 65.594 million tons, indicating an increase of 3.9% year-on-year.
Liaoning Port Co., Ltd. handled a container throughput of 9.906 million TEUs, representing an
increase of 51.6% year-on-year, and a bulk cargo volume of 263 million tons, representing an increase
of 100.1% year-on-year, mainly benefiting from the inclusion of the business volume of Yingkou
Port Co., Ltd. by the Company since February 2021 because the Dalian Port Co., Ltd., the joint stock
company, was generally changed to Liaoning Port Co., Ltd. as a result of the merger of Yingkou Port
Co., Ltd. by it through conversion and absorption. Laizhou Harbour Affairs handled a bulk cargo
volume of 21.387 million tons, representing a year-on-year increase of 4.0%. Tianjin Port Container
Terminal contributed a container throughput of 8.642 million TEUs, representing a year-on-year
increase of 9.9%, mainly due to the increase in domestic trade throughput driven by deeper
cooperation with large customers.
South-East region of Mainland China
Zhangzhou Port handled a container throughput of 267 thousand TEUs, representing a decrease
of 15.2% year-on-year, mainly impacted by the structural adjustment of regional container business,
and a bulk cargo volume of 8.682 million tons, representing an increase of 37.2% year-on-year,
mainly benefiting from the growth of bulk grain business in south and north. Xia Men Bay Terminals
handled a bulk cargo volume of 5.648 million tons, representing an increase of 770.3% year-on-year,
mainly benefiting from the significant growth of sandstone business and the further release of
production capacity. Shantou Port handled a container throughput of 1.80 million TEUs, representing
an increase of 13.4% year-on-year, mainly due to the growth of domestic trade container business,
and a bulk cargo volume of 3.461 million tons, representing an increase of 10.2% year-on-year.
South-West region of Mainland China
Zhanjiang Port handled a container throughput of 1.222 million TEUs, remain relatively stable
year-on-year. It also handled a bulk cargo volume of 95.541 million tons, up by 5.1% year-on-year.
Hong Kong and Taiwan regions
Modern Terminals and China Merchants Container in Hong Kong delivered an aggregate
container throughput of 5.654 million TEUs, up by 1.7% year-on-year. Kao Ming Container in
Taiwan handled a total container throughput of 2.029 million TEUs, up by 26.9% year-on-year,
26
China Merchants Port Group Co., Ltd. Annual Report 2021
mainly caused by regional ports congestion due to the pandemic, and part of containers had to be
transported to KMCT.
Overseas operation
In Sri Lanka, CICT handled a container throughput of 3.060 million TEUs, up by 4.4% year-on-
year; HIPG handled a bulk cargo volume of 1.555 million tons, up by 25.6% year-on-year, mainly
due to the significant growth in cement business; RO-RO volume handled by HIPG was 0.536 million
vehicles, up by 38.0% year-on-year, mainly due to the significant growth in vehicles transshipment
business. LCT in Togo handled a container throughput of 1.626 million TEUs, up by 19.2% year-on-
year, mainly attributable to the stable growth in container volume from major customers. TICT in
Nigeria handled a container throughput of 0.320 million TEUs, up by 5.6% year-on-year. Port de
Djibouti S.A. (PDSA) in Djibouti handled a container throughput of 0.692 million TEUs, down 19.4%
year-on-year, which was mainly affected by unstable regional political and economic; its bulk cargo
volume of 4.548 million TEUs, up by 0.4% year-on-year. TL handled a container throughput of
25.523 million TEUs, up by 20.3% year-on-year, mainly due to the operation of 8 ports newly
acquired has accounted since April 2020, of which the terminals located in European countries
recorded a business growth. In turkey, Kumport handled a container throughput of 1.248 million
TEUs, up by 2.5% year-on-year; its bulk cargo volume of 0.107 million tons, up by 62.1% year-on-
year. TCP in Brazil handled a container throughput of 1.101 million TEUs, up by 12.0% year-on-
year, mainly benefitted from the increase in local imported container volume driven by the resumption
of work and production of the enterprises in Brazil in the first half of the year.
2. Implementation of business plan during the reporting period
During the Reporting Period, the Company grasped the bottom line to safeguard China under
the severe and complex situation of pandemic. We maintained a high standard for the daily pandemic
prevention and control and overcame the challenges brought by the pandemic so as to achieve a solid
start of the 14th Five-Year Plan. By embarking on a new development stage, being committed to a
new development philosophy, building a new pattern of development and growing in all businesses,
the Company captured the rebound of port industry, beat the general trends and better than peers.
(1) Business volume recorded high again. In 2021, the Company's business achieved rapid
growth, and the port project completed a total container throughput of 136.394 million TEUs, up by
12.0% year-on-year. Among them, container throughput in Mainland China increased 10.9% year on
year, outperforming the overall domestic level. Overseas container throughput increased 16.3% year
on year. In the bulk cargo business, its bulk cargo volume of 613 million tons, up by 35% year-on-
year. Thanks to Dalian Port Co., Ltd., the joint stock company, was generally changed to Liaoning
Port Co., Ltd due to the merger of Yingkou Port Co., Ltd. by it through conversion and absorption.
As such, the Company has been including the business volume of Yingkou Port Co., Ltd. since
February 2021. Benefited from the reasons above, bulk cargo volume significant increased to further
improve domestic ports presence and enhance the comprehensive competitiveness of the Company.
(2) Focus on pandemic prevention and control as always. In 2021, the Company insisted on
the principle of “Strengthening the sense of responsibility, guarding the gate for the country, and
guarding the first line of defense for foreign defense input”, actively carried out pandemic prevention
27
China Merchants Port Group Co., Ltd. Annual Report 2021
and control, successfully disposed a number of ships involved in pandemic and tested by various
outbreaks. The Company strived to promote the construction of service station in Hong Kong,
implemented closed-loop management for the key personnel at frontline and achieved "infection-
free" among domestic employees. The safety of overseas employees attached great importance to the
Company, vaccinated for them and other measures were actively taken in order to keep them safe. In
the meantime, we are sticking to daily prevention and control in the way of scientific and accurate,
continuing to improve prevention and control mechanism and well-preparing for anti-epidemic in a
long term, which all play important role in safeguarding supply chains in domestic ports.
(3) A new advance for the development of leading ports. As market opportunities that “Main
Line Ports” were outperformed met under the pandemic, there were 35 Liner Services added in West
Shenzhen homebase port during the year. In terms of the domestic reginal leading ports, it has showed
new advantages on facilities and management. The expansion of 0.3 million tons route and upgrade
on 0.4 million tons ironstone wharf in Zhanjiang port as well as the 0.15 million tons general sea
berths in Xiashan has completed and production capacity has significant improved. The annual design
capacity of Guang’ao Port Zone was increased from 0.43 million TEUs to 1.90 million TEUs as Phase
II of Guang’ao Port Zone of Shantou Port successfully completed and received acceptance. In terms
of the port business overseas, it recorded an up-trend due to pandemic eased and shipping routes
adjustment. The container throughput of TCP in Brazil hit from 1.00 million TEUs to 1.10 million
TEUs for the first time, up 12.4% year-on-year. From this, it joined the “million TEUs port Club”.
CICT, a homebased port in overseas, took the initiative to adjust the structure of shipping routes to
be as qualified TEUs routes in local. Its container throughput first hit 3 million TEUs, up by 4.4%
year-on-year. The corporation between HIPG and Ro-Ro shipping companies were further tightened,
over 0.5 million vehicles was achieved throughout the year, and the bulk cargo business initially
exceeded 1 million tons.
(4) Great progresses from innovation and development. According to the requirements and
trend of industrial and technology development, the Company continued to revised and improved
digitalization plan, promoted the construction of “CMCore” platform, “CM ePort” platform and
intelligent management platform SMP to perfect relevant implementation plan and improve level of
industrial digitalization; it kept promoting the construction of Mawan Smart Port that completed and
received acceptance at the end of June 2021 and putted into operation. Since its operation, comments
for such project from media and with industry are all in a good way, and it also won a number of
awards, including the Gold of the 4th “Blossom Cup” 5G Application Benchmarking Contest hosted
by MIIT (工信部第四届“绽放杯”5G 应用大赛标杆赛金奖), 2021 IAPH Sustained Development
Award (2021 年世界港口协会可持续发展奖) and etc.. The project was also obtained 17 patents, 16
software copyrights and participated in 2 industry standard setting. The operation prosperity of
Mawan Smart Port has further enhanced the West Shenzhen homebased port’s competitiveness and
influence in regional market and accelerated to be as “World-class leading port”. When in the course
of digital transformation, the Company actively explored model innovation and cooperated closely
with relevant partners to jointly build an international hydrogen energy industry demonstration port
and established a smart port technology innovation laboratory; continued to expand the coordinated
ports in the Guangdong-Hong Kong-Macao Greater Bay Area and promoted such model to 14 branch
ports of Greater Bay Area such as Shunde, Beijiao and etc. This promotion is enhancing the
28
China Merchants Port Group Co., Ltd. Annual Report 2021
trade facilitation in Greater Bay Area; CSRC has successfully integrated and opened, awarded the
national "Small Giant" enterprise recognition, and will become an important platform for the
Company's innovation-driven development in the future.
(5) Deepening the comprehensively development. In 2021, Bonded logistics operation in
domestic kept pushing business innovation, introducing new projects, ascending scale, optimizing
structure of self-operated business and improving core goods. With respect of overseas logistic parks,
the logistic park in Hambantota, Sri Lanka has a total of 35 enterprises with aiming at introducing
industrial clients which covered finance, logistics, maritime services, auto support, government one-
stop service institutions, etc.; the logistic park in Djibouti has a total of 196 enterprises, serving
domestic production capacity and connecting to overseas markets through trade and logistics.
3. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2021 2020
As % of total As % of total Change
Operating revenue operating Operating revenue operating (%)
revenue (%) revenue (%)
Total 15,283,808,174.60 100% 12,756,744,317.91 100% 19.81%
By operating division
Port operations 14,635,410,073.74 95.76% 12,185,938,824.48 95.53% 20.10%
Bonded
logistics 464,573,743.50 3.04% 417,391,441.86 3.27% 11.30%
service
Property
development 183,824,357.36 1.20% 153,414,051.57 1.20% 19.82%
and investment
By operating segment
Mainland
China, Hong
11,550,563,244.63 75.57% 9,255,785,222.67 72.56% 24.79%
Kong and
Taiwan
Other
countries and 3,733,244,929.97 24.43% 3,500,959,095.24 27.44% 6.65%
regions
(2) Operating Division, Product Category, Operating Segment or Distribution Model
Contributing over 10% of Operating Revenue or Operating Profit
Unit: RMB
YoY
YoY change in
Gross YoY change
change in gross
Operating revenue Cost of sales profit in operating
cost of profit
margin revenue (%)
sales (%) margin
(%)
By operating division
29
China Merchants Port Group Co., Ltd. Annual Report 2021
Port
14,635,410,073.74 8,570,124,838.35 41.44% 20.10% 14.34% 2.95%
operations
By operating segment
Mainland
China, Hong
11,550,563,244.63 7,337,866,237.73 36.47% 24.79% 3.44% 13.11%
Kong and
Taiwan
Other
countries and 3,733,244,929.97 1,708,969,944.76 54.22% 6.65% 96.80% -20.97%
regions
Core business data of the prior year restated according to the changed statistical caliber for the
Reporting Period:
□ 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
2021 2020
Operating As % of total As % of total Change
Item
division Cost of sales cost of sales Cost of sales cost of sales (%)
(%) (%)
Loading
Port and
8,570,124,838.35 94.73% 7,495,318,817.92 94.14% 14.34%
operations unloading
services
Bonded
Logistics
logistics 257,835,741.37 2.85% 245,350,697.54 3.08% 5.09%
service
service
Propertie
Other 218,875,602.77 2.42% 221,269,319.94 2.78% -1.08%
s
Total - 9,046,836,182.49 100% 7,961,938,835.40 100% 13.63%
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
√ Yes □ No
On 9 February 2021, Jifa Logistics and DPCD increased the capital of CMIT with their 29.40% and
49.63% shares of DPN respectively, and Yingkou Port Group increased the capital of CMIT with their
30
China Merchants Port Group Co., Ltd. Annual Report 2021
100% shares of YPIT. After the capital increase, the Company, CMPort Holdings, Jifa Logistics,
DPCD and Yingkou Port Group hold 13.18%, 43.74%, 13.26%, 22.38% and 7.44% of the equity of
CMIT respectively. According to the Accounting Standards for Business Enterprises, the Company
includes DPN and YPIT into its 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) 3,741,849,003.95
Total sales to top five customers as % of total sales of the
24.48%
Reporting Period (%)
Total sales to related parties among top five customers as %
1.81%
of total sales of the Reporting Period (%)
Top five customers:
Sales revenue
contributed for the As % of total sales revenue
No. Customer
Reporting Period (%)
(RMB)
1 Customer A 1,760,264,413.65 11.52%
2 Customer B 673,815,843.60 4.41%
3 Customer C 655,201,872.32 4.29%
4 Customer D 339,039,011.08 2.22%
5 Customer E 313,527,863.30 2.05%
Total -- 3,741,849,003.95 24.48%
Other information about major customers:
Fu Gangfeng, the former chairman of the Company, resigned as the chairman of the Company on
January 31, 2020 and became the director and general manager of China Cosco Shipping Group Co.,
LTD less than 12 months after his departure. Therefore, the association between the Company and
China Cosco Shipping Group Co., Ltd. lasts from January 31, 2020 to January 31, 2021.
Major suppliers:
Total purchases from top five suppliers (RMB) 732,261,894.52
Total purchases from top five suppliers as % of total
12.44%
purchases of the Reporting Period (%)
31
China Merchants Port Group Co., Ltd. Annual Report 2021
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
No. Supplier Reporting Period As % of total purchases (%)
(RMB)
1 Supplier A 215,150,602.00 3.65%
2 Supplier B 164,766,102.94 2.80%
3 Supplier C 143,642,576.62 2.44%
4 Supplier D 113,949,812.78 1.94%
5 Supplier E 94,752,800.18 1.61%
Total -- 732,261,894.52 12.44%
Other information about major suppliers:
□ Applicable √ Not applicable
4. Expense
Unit: RMB
Reason for any
2021 2020 Change (%) significant
change
Administrative
1,729,160,558.50 1,605,655,465.25 7.69% -
expense
Finance costs 1,545,338,597.29 1,231,930,503.70 25.44% -
R&D expense 217,905,635.67 168,787,774.86 29.10% -
5. R&D Investments
Main R&D Objective to be Expected impact on the
Project purpose Project progress
project achieved Company
Its objective is to It has realized the
upgrade the traditional automatic and
port into Mawan intelligent routine
It aims to upgrade
Intelligent Port by using production and
and transform the
a number of cutting- operation of Mawan
former Shenzhen Mawan
edge technologies based Intelligent Port, and
Information Haixing Harbor into Intelligent Port
on the independently formed a solution for
system project the first 5G green has been
developed “CM Chip” traditional container
for Mawan and low-carbon officially
Port Intelligent wharf upgrade that can
Intelligent Port smart port in the opened in June
Operation and be replicated and
Guangdong-Hong 2021.
Management System, promoted in the entire
Kong-Macao
and eventually form a region, at all time and
Greater Bay Area.
solution for traditional under all working
container wharf conditions and multiple
upgrade. elements.
The R&D and It aims to create a Its objective is to It will improve quality
It is now under
implementation multi-functional complete the and efficiency of ports.
development.
project for the port digital construction of "Two In addition, the digital
32
China Merchants Port Group Co., Ltd. Annual Report 2021
"CM Chip" production and Platforms and One production management
Cloud Smart management Station" function based platform will support
Platform V1.0 platform for a wide on the cloud micro- rapid iterative
(for bulk cargos) range of cargo types service architecture, and replication and
and operation gradually promote and promotion outside the
processes by implement the platform Group.
adopting cloud as a multi-purpose port
computing, for bulk cargos of CM
artificial Port Group.
intelligence,
Internet of Things
(IoT) and other
modern logistics
technologies.
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 of scientific and competitiveness of
The first phase
clearance project mutual recognition technological Shenzhen Western Port
of the project
for the Greater among customs innovation to simplify Area in the market,
was accepted in
Bay Area areas, and realize the cargo clearance innovate the technology
April 2021.
Blockchain dynamic and real- procedures, enhance the application of smart port
time monitoring of comprehensive scenarios, extend and
goods declaration, competitive strength of 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.
It aims to cooperate
with professional
manufacturers to
carry out R&D of
The large-scale
unmanned container
application of
trucks at wharves, Its objective is to
unmanned container
build the automatic replace manned
trucks for operation can
Unmanned system of wharf It is now under container trucks with
effectively improve the
container truck horizontal joint debugging unmanned container
efficiency and safety of
system transportation, and test. trucks to carry out
port transportation and
realize the systematic and normal
alleviate the recruitment
systematic and operation at wharves.
difficulties of container
normal operation of
truck drivers.
unmanned container
trucks replacing
manned container
trucks at wharves.
It aims to use Its objective is to use
It will improve
Intelligent intelligent intelligent algorithm
It is now under operation efficiency and
storage yard algorithm technology to optimize
development. save corresponding
R&D plan technology to the storage yard R&D
cost.
optimize the storage plan.
33
China Merchants Port Group Co., Ltd. Annual Report 2021
yard R&D plan to
meet the
requirements of
automatic storage
yard plan for
wharves.
It aims to develop a
new gate entry
unmanned plan to
improve the
recognition rate and
automation rate
with dual
identification
engine mode, and to
replace manual It was launched It has improved gate
Research and of Its objective is to realize
inspection, in Mawan entry passing efficiency
intelligent gate intelligent and
supporting vehicles Intelligent Port and reduced manual
entry system unmanned gate entry.
and personnel in August 2021. operation.
intelligent security
and other functions
with intelligent
inspection
algorithm. The
finial purpose is to
make gate entry
intelligent and
unmanned.
It aims to realize
Development automatic operation
and application of four major It has improved the
Its objective is to realize
of automatic process systems for automation level of
The project was automatic operation of
control systems heavy oil, diesel, Zhanjiang Port and laid
completed in four major process
for heavy oil, gasoline, methanol a foundation for
July 2021. systems at Zhanjiang
diesel, gasoline process at building a digital
Port.
and methanol Zhanjiang Port, and petrochemical wharf.
process improve their safety
and applicability.
It aims to adopt
automatic
Technical
intelligent system to Its objective is to realize
service project
realize unmanned unmanned operation
for
operation and and connection with the It has improved quality
transformation It was
connection with the existing intelligent and efficiency, and
of automatic completed in
existing intelligent bucket-wheel stacker reduced manual
intelligent May 2021.
bucket-wheel reclaimer operating operation.
bucket-wheel
stacker reclaimer system at intelligent
stacker
operating system at bulk cargo wharves.
reclaimer
intelligent bulk
cargo wharves.
Details about R&D personnel:
2021 2020 Change (%)
Number of R&D
1091 984 10.87%
personnel
34
China Merchants Port Group Co., Ltd. Annual Report 2021
R&D personnel as %
7.24% 6.68% 0.56%
of total employees
Education background —— —— ——
Bachelor’s degree 634 581 9.12%
Master’s degree 61 52 17.31%
Doctoral degree 1 0 100%
Age structure —— —— ——
Below 30 148 165 -10.30%
30~40 433 401 7.98%
Details about R&D investments:
2021 2020 Change (%)
R&D investments
266,564,896.92 222,260,092.16 19.93%
(RMB)
R&D investments
as % of operating 1.74% 1.74% 0.00%
revenue
Capitalized R&D
48,659,261.25 53,472,317.30 -9.00%
investments (RMB)
Capitalized R&D
investments as % of
18.25% 24.06% -5.81%
total R&D
investments
Reasons for any significant change to the composition of the R&D personnel and the impact:
□ Applicable √ Not applicable
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 2021 2020 Change (%)
Subtotal of cash generated
16,732,952,290.22 13,833,729,117.44 20.96%
from operating activities
Subtotal of cash used in
10,222,625,719.74 8,282,440,104.43 23.43%
operating activities
Net cash generated from/used
6,510,326,570.48 5,551,289,013.01 17.28%
in operating activities
Subtotal of cash generated
20,517,516,799.74 12,533,055,176.10 63.71%
from investing activities
35
China Merchants Port Group Co., Ltd. Annual Report 2021
Subtotal of cash used in
25,089,524,501.76 19,426,844,075.10 29.15%
investing activities
Net cash generated from/used
-4,572,007,702.02 -6,893,788,899.00 33.68%
in investing activities
Subtotal of cash generated
26,888,597,909.66 37,578,675,786.12 -28.45%
from financing activities
Subtotal of cash used in
27,838,280,286.14 32,185,533,323.64 -13.51%
financing activities
Net cash generated from/used
-949,682,376.48 5,393,142,462.48 -117.61%
in financing activities
Net increase in cash and cash
828,736,911.07 4,110,947,600.84 -79.84%
equivalents
Explanation of why any of the data above varies significantly on a year-on-year basis:
Subtotal of cash generated from investing activities rose 63.71% year-on-year, primarily driven by
the increased principals received from structured deposits, and the receipt of dividend payout by
Terminal Link, in the year.
Net cash generated from investing activities rose 33.68% year-on-year, primarily driven by a faster
growth in cash generated from investing activities than in cash used in investing activities.
Net cash generated from financing activities declined 117.61% year-on-year, primarily driven by a
much larger decrease in cash generated from financing activities than in cash used in financing
activities.
The net increase of cash and cash equivalents declined 79.84% year-on-year, primarily driven by the
comprehensive influence of each activity of 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 or
Amount Main source/reason
total profit not
Share of the profit of joint
Investment
6,636,949,510.91 73.06% ventures and associates, Yes
income
mainly Shanghai Port
36
China Merchants Port Group Co., Ltd. Annual Report 2021
Change in
fair value 221,242,275.17 2.44% - Not
gain or loss
Mainly for the provision
Asset
-420,492,515.75 -4.63% of goodwill impairment Not
impairment
this year
Non-
operating 43,467,537.50 0.48% - Not
income
Non-
operating 95,528,693.11 1.05% - Not
expense
Other Mainly for government
363,245,161.08 4.00% Not
income subsidies
Gain/loss on
disposal of 35,576,459.42 0.39% - Not
assets
VI Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
31 December 2021 1 January 2021 Change
Reason for any
As % of As % of in
significant
Amount total Amount total percenta
change
assets assets ge (%)
Monetary
12,772,349,406.77 7.26% 11,918,423,758.71 7.06% 0.20% -
assets
Accounts
1,320,577,577.81 0.75% 1,393,349,417.02 0.83% -0.08% -
receivable
Inventory 194,920,136.12 0.11% 214,823,976.30 0.13% -0.02% -
Investment
5,298,238,414.88 3.01% 5,558,755,275.21 3.29% -0.28% -
real estate
Long-term
equity 70,353,451,824.52 39.98% 66,242,411,222.90 39.26% 0.72% -
investment
Fixed assets 31,710,513,230.29 18.02% 29,479,755,159.21 17.47% 0.55% -
Mainly for the
Projects
starfish smart
under 2,557,584,953.92 1.45% 5,381,430,606.18 3.19% -1.74%
port project into
construction
fixed assets
Right assets 8,743,077,542.19 4.97% 9,087,741,812.94 5.39% -0.42% -
The main
reason is the
Short-term increase in
13,651,452,805.36 7.76% 10,483,775,548.93 6.21% 1.55%
borrowings loans for
supporting
projects
Contract
196,784,525.26 0.11% 157,442,109.67 0.09% 0.02% -
liability
37
China Merchants Port Group Co., Ltd. Annual Report 2021
Long-term
7,144,839,870.89 4.06% 7,406,322,693.81 4.39% -0.33% -
payables
Lease
1,055,194,906.09 0.60% 1,327,850,984.08 0.79% -0.19% -
liability
Held-for-
Mainly
trading
6,921,831,502.55 3.93% 850,165,448.59 0.50% 3.43% structural
financial
deposit increase
assets
Mainly land
acquisition and
Other storage funds
696,276,595.87 0.40% 3,561,292,313.98 2.11% -1.71%
receivables reclassified to
long-term
receivables
Mainly land
acquisition and
Long-term storage funds
6,162,713,861.02 3.50% 3,887,949,993.10 2.30% 1.20%
receivables reclassified to
long-term
receivables
Non-current Mainly due to
liabilities that an increase in
mature 8,268,209,284.17 4.70% 3,564,587,701.07 2.11% 2.59% bonds payable
within one due within one
year year
Mainly
franchise
Long-term liabilities
3,422,179,366.40 1.94% 1,228,461,573.69 0.73% 1.21%
payables reclassified to
long-term
payables
Mainly
franchise
Other non-
liabilities
current 163,065,578.53 0.09% 2,982,220,894.03 1.77% -1.68%
reclassified to
liabilities
long-term
payables
Indicate whether overseas assets account for a high proportion of total assets.
√ Applicable □ Not applicable
As %
of the
Control Return Material
Compa
Asset value Operat measures to generated impairm
Asset Source Location ny’s
(RMB’0,000) ions protect (RMB’0,0 ent risk
net
asset safety 00) (yes/no)
asset
value
Appointing
Port director,
Acquire invest supervisor
Equity d via ment and senior
14,236,545.65 Hong Kong 732,484.00 88.96% No
assets share and managemen
offering operati t
ons /According
to the
38
China Merchants Port Group Co., Ltd. Annual Report 2021
political,
economic
and legal
environmen
t of
different
countries
and regions,
establish a
targeted
internal
control
system and
early
warning
system.
Other
inform N/A
ation
2. Assets and Liabilities at Fair Value
Unit: RMB
Impairm
Purchas
Gain/loss on ent
Cumulative ed in Sold in
fair-value allowanc
fair-value the the
Item Beginning amount changes in the e made Other changes Ending amount
changes Reporti Reportin
Reporting in the
through equity ng g Period
Period Reportin
Period
g Period
Financial
assets
Held-for-
trading
financial
assets
(exclusive 850,165,448.59 11,666,053.97 - - - - 6,059,999,999.99 6,921,831,502.55
of
derivative
financial
assets)
Other non-
current
910,807,452.56 -96,596,314.84 - - - - -4,695,892.85 809,515,244.87
financial
assets
Other
equity
181,467,057.74 - -1,215,259.31 - - - - 180,251,798.43
instrument
investment
Subtotal of
financial 1,942,439,958.89 -84,930,260.87 -1,215,259.31 - - - 6,055,304,107.14 7,911,598,545.85
assets
Receivables
217,449,966.41 - - - - - 20,979,436.30 238,429,402.71
financing
Total of the
2,159,889,925.30 -84,930,260.87 -1,215,259.31 - - - 6,076,283,543.44 8,150,027,948.56
above
Financial
2,888,395,641.53 306,172,536.04 - - - - -3,194,568,177.57 0.00
liabilities
Details of other changes:
39
China Merchants Port Group Co., Ltd. Annual Report 2021
N/A
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 RMB12,830,212.33 of security deposits.
The carrying value of fixed assets as collateral for bank loans was RMB278,015,952.68.
The carrying value of construction in progress as collateral for bank loans was RMB12,388,924.87.
The carrying value of intangible assets as collateral for bank loans was RMB212,232,642.30.
The carrying value of equities and interests as collateral for bank loans was RMB2,438,275,555.16.
VII Investments Made
1. Total Investment Amount
Investment Amount in 2021 (RMB) Investment Amount in 2020 (RMB) Change (%)
2,444,270,974.39 8,434,929,741.98 -71.02%
2. Major Equity Investments Made in the Reporting Period
□ Applicable √ Not applicable
3. Major Non-Equity Investments Ongoing in the Reporting Period
Unit: RMB
Reason
Accumul
for not
Fixed ative
Way Estimated reaching
assets Accumulative actual realized
of Industry Input amount in the Capital return on the
Item investm input amount as of the Progress revenues
invest involved Reporting Period resources investme schedule
ent or period-end as of the
ment nt and
not period-
anticipate
end
d income
Haixing
Harbor 1#-4# Support
Self-
berths activities
Self- funded
renovation Yes for water 632,110,920.11 2,176,337,736.71 88.21% 0.00 0.00 N/A
built and loan-
project— transportati
funded
water on
engineering
40
China Merchants Port Group Co., Ltd. Annual Report 2021
HIPG
Support
container and Self-
activities
oil terminals Self- funded
Yes for water 30,225,598.52 1,580,665,935.37 57.68% 0.00 0.00 N/A
and tank zone built and loan-
transportati
renovation funded
on
project
Zhanjiang
Port Baoman
Support
Area vanning Self-
activities
and Self- funded
Yes for water 5,270,101.53 142,345,316.09 23.47% 0.00 0.00 N/A
devanning built and loan-
transportati
services area funded
on
phase I
project
Zhanjiang
Port Baoman
Support
Area Self-
activities
container Self- funded
Yes for water 25,002,275.68 181,014,755.60 7.73% 0.00 0.00 N/A
terminal built and loan-
transportati
phase I funded
on
expansion
project
General Support
Self-
Cargo project activities
Self- funded
of Zhanjiang Yes for water 33,093,195.93 399,676,589.24 44.15% 0.00 0.00 N/A
built and loan-
Port Donghai transportati
funded
Island on
Total -- -- -- 725,702,091.77 4,480,040,333.01 -- -- 0.00 0.00 --
4. Financial Investments
(1) Securities Investments
Unit: RMB
Ac
cou
Va
nti Ca
rie Na Sold
ng pit
ty me Gain/loss on fair Cumulative fair Purchased in in the Acc
Code of me Gain/loss in the al
of of Initial investment Beginning carrying value changes in value changes the Repo Ending carrying ount
securiti asu Reporting res
se sec cost value the Reporting recorded into Reporting rting value ing
es re Period ou
cu urit Period equity Period Perio item
me rce
riti ies d
nt s
es
mo
del
Oth
er
Fai
non-
Qin r Se
curr
St gda val lf-
ent
oc 06198 o 124,405,138.80 ue 166,225,139.77 -16,085,383.40 - - - 10,771,388.76 145,443,863.52 ow
fina
k Por me ne
ncia
t tho d
l
d
asse
ts
Oth
er
Fai
non-
Qin r Se
curr
St gda val lf-
ent
oc 601298 o 331,404,250.30 ue 720,160,000.00 -82,880,000.00 - - - 29,366,400.00 637,280,000.00 ow
fina
k Por me ne
ncia
t tho d
l
d
asse
ts
41
China Merchants Port Group Co., Ltd. Annual Report 2021
Oth
er
Fai
Jian equi
r Se
gsu ty
St val lf-
Exp instr
oc 600377 1,120,000.00 ue 10,786,800.00 - -1,625,100.00 - - 460,000.00 8,620,000.00 ow
ress ume
k me ne
wa nt
tho d
y inve
d
stm
ent
Oth
er
Fai
equi
Petr r Se
ty
St och val lf-
instr
oc 400032 emi 3,500,000.00 ue 382,200.00 - - - - - 382,200.00 ow
ume
k cal me ne
nt
A1 tho d
inve
d
stm
ent
Oth
er
Fai
equi
r Se
Gu ty
St val lf-
ang instr
oc 400009 27,500.00 ue 17,000.00 - - - - - 17,000.00 ow
Jian ume
k me ne
1 nt
tho d
inve
d
stm
ent
Fai Tra
Ant r ding Se
St ong val fina lf-
oc 600179 Hol 391,956.73 ue 165,448.59 -8,251.80 - - - - 157,196.79 ncia ow
k ding me l ne
s tho asse d
d ts
Total 460,848,845.83 -- 897,736,588.36 -98,973,635.20 -1,625,100.00 0 0 40,597,788.76 791,900,260.31 -- --
(2) Investments in Derivative Financial Instruments
□ Applicable √ Not applicable
5. Use of Funds Raised
(1) Overall Usage of Funds Raised
Unit: RMB’0,000
Proporti
Amount
on of
The usage of funds
Total funds Accumulativ accumul
Way Total funds and raised
Total funds used in the Accumulativ e funds with ative Total unused
Year of with usage destination idle for
raised Current e fund used usage funds funds
raising changed of unused over
Period changed with
funds two
usage
years
changed
Deposited
Private
in funds
2019 place 221,282.91 444,294.92 965,177.12 0 18,599.73 8.41% 64,000.54 0
raising
ment
account
Total -- 221,282.91 444,294.92 965,177.12 0 18,599.73 8.41% 64,000.54 -- 0
Explanation of overall usage of funds raised
As approved in the document “ZJXK [2018] No. 1750” of CSRC, CMPort issued 128,952,746 RMB ordinary shares (A Share) at
RMB 17.16 per share through private placement on Shenzhen Stock Exchange. The total fund raised was RMB2,212,829,121.36,
and after deducting fees associated with the issuance of shares, the net fund raised was RMB2,185,997,340.15. As of 23 October
2019, the aforementioned fund was fully paid, which was verified by BDO China Shu Lun Pan Certified Public Accounts LLP with
42
China Merchants Port Group Co., Ltd. Annual Report 2021
a capital verification report (XKSBZ [2019] No. ZI10673). As of 31 December 2021, a total of RMB9,651,771,153.86 in the
Company’s raised funds account had been used, including: (1) RMB582,722,414.48 for replacing the self-funding spent on
fundraising investment projects in advance; (2) RMB1,012,216,958.17 as raised fund invested after the fund was paid, including an
investment of RMB1,012,216,958.17 in the Haixing Harbor renovation project (Phase II) (2019: RMB324,533,139.29; 2020:
RMB424,734,590.46; 2021: RMB262,949,228.42); (3) RMB26,831,781.21 for paying issue fees; (4) RMB7,130,000,000.00 for
purchasing structured deposits (2019: RMB1,200,000,000.00; 2020: RMB2,650,000,000.00; 2021: RMB3,280,000,000.00); (5)
RMB900,000,000.00 for purchasing seven days call deposits. As of 31 December 2021, the net amount of interest income generated
from the fund account is RMB2,452,004.93 after deducting surcharges (2019: RMB795,775.14; 2020: RMB1,142,652.22; 2021:
RMB513,577.57); the amount of structured deposits redeemed is RMB7,130,000,000.00 (2019: RMB100,000,000.00; 2020:
RMB2,950,000,000.00; 2021: RMB4,080,000,000.00); the amount of income from structured deposits is RMB41,738,931.50 (2019:
RMB302,465.75; 2020: RMB28,538,767.13; 2021: RMB12,897,698.62); the amount of seven days call deposits redeemed is
RMB900,000,000.00 with an income of RMB4,756,502.08. As of 31 December 2021, the balance of the raised funds account is
RMB640,005,406.01.
(2) Commitment Projects of Fund Raised
Unit: RMB’0,000
Accumulat
Whether
Changed or Investment Investme ive Investment Date of
Committed Realized Whether occurred
not Committed amount nt amount investment schedule as reaching
investment project income in the reached significant
(including investment after in the amount as the period- intended
and super raise Reporting anticipated changes in
partial amount adjustment Reporting of the end (3)＝ use of the
fund arrangement Period income project
changes) (1) Period period-end (2)/(1) project
feasibility
(2)
Committed investment project
Supporting
transformation N/A
Yes 18,599.73 - - - - - N/A N/A
project of Han (Note 1)
Port
Transformation
28 June No
project of Haixing No 200,000 218,599.73 26,294.92 159,493.94 72.96% -7,550.39 No
2021 (Note 2)
Harbor (Phase II)
Subtotal of
committed -- 218,599.73 218,599.73 26,294.92 159,493.94 -- -- -7,550.39 -- --
investment project
Super raise fund arrangement
N/A
Subtotal of super
raise fund -- - - - - -- -- 0 -- --
arrangement
Total -- 218,599.73 218,599.73 26,294.92 159,493.94 -- -- -7,550.39 -- --
Note 1: Based on the estimated construction progress of supporting transformation project of Han Port, US$ 79 million and USD281
million were planned to be used to build an oil wharf and a tank area respectively in 2019 and 2020; USD12.48 million and 179.6
million were planned to be used to acquire quay cranes, yard cranes and other operating equipment respectively in 2019 and 2020.
Condition and
The funds were estimated to be fully spent by 2020. So far the project has been delayed. According to the Company’s overall
reason for not
development planning, in order to further optimize its internal resource allocation, increase the utilization efficiency of funds and
reaching the
safeguard shareholders’ rights and interests, the Company used RMB185,997,300 of the fund raised in transformation project of
schedule and
Haixing Harbor (Phase II). As of 31 December 2021, a total of RMB0 had been invested in supporting transformation project of
anticipated
Han Port. 2. Transformation project of Haixing Harbor (Phase II) is currently under construction and thus has not generated income.
income (by
Note 2: The Transformation project of Haixing Harbor (Phase II) obtained the port operation license on 24 June 2021, passed the
specific items)
acceptance check by the competent port administration on 28 June 2021 and has been put into operation. As of 31 December 2021,
the project cumulatively generated revenue of RMB-75.50 million. The revenue has not yet reached the estimated income since it
has merely six months since the project was put into operation.
Notes of
condition of
significant
N/A
changes occurred
in project
feasibility
Amount, usage
and schedule of N/A
super raise fund
43
China Merchants Port Group Co., Ltd. Annual Report 2021
Changes in
implementation
N/A
address of
investment project
Adjustment of
implementation
N/A
mode of
investment project
BDO China Shu Lun Pan Certified Public Accountants LLP verified the upfront investment with self-pooled funds in raised funds
investment projects, and issued the XKSSBZ [2019] No. 10423 The Audit Report on the Upfront Investment with Self-Pooled
Upfront
Funds in raised Funds Investment Project of Shenzhen Haixing Harbor Development Co., Ltd. dated 12 November 2019. As of 31
investment and
October 2019, the upfront investment with self-pooled funds in raised funds investment projects amounted to RMB582.7224
transfer of
million. In December 2019, pursuant to the Proposal on the Swap of Raised Funds and Upfront Investment of Self-Pooled Funds
investment project
approved at the 11th Extraordinary Meeting of the 9th Board of Directors in 2019, the Company has completed the swap of the
aforesaid funds.
Idle fund
supplementing the
N/A
current capital
temporarily
Amount of
surplus in project
N/A
implementation
and the reasons
Usage and
destination of Unused fund was deposited in the fund-raising account.
unused funds
On 22 November 2019, the 11th Extraordinary Meeting of the 9th Board of Directors in 2019 reviewed and approved the Proposal
on the Implementation of Cash Management by the Usage of Idle Raised Funds, which agreed the Company to carry out cash
management by using idle funds of no more than RMB1.2 billion. The quota was valid within 12 months of the date when the said
proposal was approved by the Board. And the cash management amount would be returned to the account of raised funds upon the
expiry.
On 30 November 2020, the Second Extraordinary Meeting of the 10th Board of Directors in 2020 and the Second Extraordinary
Meeting of the 10th Supervisory Committee in 2020 reviewed and approved the Proposal on the Implementation of Cash
Management by the Usage of Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of
no more than RMB800 million. The quota was valid within 12 months of the date when the said proposal was approved by the
Problems incurred Board. And the cash management amount would be returned to the account of raised funds upon the expiry.
in fund using and On 23 December 2021, the 13th Extraordinary Meeting of the 10th Board of Directors in 2021 and the 7th Extraordinary Meeting
disclosure or of the 10th Supervisory Committee in 2021 reviewed and approved the Proposal on the Implementation of Cash Management by
other condition the Usage of Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of no more than
RMB600 million on a rolling basis within the validity as stated in the relevant resolution.
As of 31 December 2021, the Company has purchased financial products of RMB7,130,000,000.00 in structured deposits and
RMB900,000,000.00 in seven-day notice deposits (2019: RMB1,200,000,000.00 of structured deposits; 2020:
RMB2,650,000,000.00 of structured deposits; 2021: RMB3,280,000,000.00 of structured deposits and RMB900,000,000.00 of
seven days call deposits) at CMB Shenzhen New Times Sub-branch with some of its temporarily idle raised funds from the private
placement. Income arising on structured deposits was RMB41,738,931.50 in total (2019: RMB302,465.75; 2020:
RMB28,538,767.13; 2021: RMB12,897,698.62), while income from seven days call deposits was RMB4,756,502.08 in 2021. So
far, the principals of all the financial products purchased with CMB Shenzhen New Times Sub-branch have been taken back upon
maturity.
(3) Changes in Items of Funds Raised
Unit: RMB’0,000
Whe Whether
Investm
Corres ther occurred
Amount of Actual Accumulati ent
pondin Realized reac significa
planned investment ve schedul
Items g Date of reaching income in hed nt
funds amount in investment e as the
after original intended use of the the antic changes
invested the amount as period-
changes commit project Reporting ipate in
after Reporting the period- end
ted Period d project
changes (1) Period end (2) (3)=(2)/
items inco feasibilit
(1)
me y
44
China Merchants Port Group Co., Ltd. Annual Report 2021
Suppor
Transform
ting
ation
transfor
project of
mation 218,599.73 26,294.92 159,493.94 72.96% 28 June 2021 -7,550.39 No No
Haixing
project
Harbor
of Han
(Phase II)
Port
Total -- 218,599.73 26,294.92 159,493.94 -- -- -7,550.39 -- --
The usage of unused fund of RMB185.9973 million in supporting transformation
project of HIPG was changed to the construction of transformation project of
Haixing Harbor (Phase II). The matters of partial changes in fund raised
Notes of reasons for changes, investment has been approved by the Proposal on Partial Changes in Usage of
decision-making procedures and Fund Raised, which was reviewed and approved on the 11th Extraordinary
information disclosure (by Meeting of the 9th Board of Directors in 2019 on 22 November 2019. The
specific items) Announcement of Partial Changes in Usage of Fund Raised (Announcement No.
2019-85) has been disclosed on website www.cninfo.com.cn on 26 November
2019. As of 31 December 2021, the amount with usage changed was
RMB185.9973 million.
Based on the estimated construction progress of supporting transformation project
of Han Port, US$ 79 million and USD281 million were planned to be used to build
an oil wharf and a tank area respectively in 2019 and 2020; USD12.48 million
and 179.6 million were planned to be used to acquire quay cranes, yard cranes
and other operating equipment respectively in 2019 and 2020. The funds were
estimated to be fully spent by 2020. So far the project has been delayed. According
to the Company’s overall development planning, in order to further optimize its
internal resource allocation, increase the utilization efficiency of funds and
Condition and reason for not
safeguard shareholders’ rights and interests, the Company used RMB185,997,300
reaching the schedule and
of the fund raised in transformation project of Haixing Harbor (Phase II). As of
anticipated income (by specific
31 December 2021, a total of RMB0 had been invested in supporting
items)
transformation project of Han Port. 2. Transformation project of Haixing Harbor
(Phase II) is currently under construction and thus has not generated income.
The Transformation project of Haixing Harbor (Phase II) obtained the port
operation license on 24 June 2021, passed the acceptance check by the competent
port administration on 28 June 2021 and has been put into operation. As of 31
December 2021, the project cumulatively generated revenue of RMB-75.50
million. The revenue has not yet reached the estimated income since it has merely
six months since the project was put into operation.
Notes of condition of significant
changes occurred in project N/A
feasibility after changes
VIII Sale of Major Assets and Equity Interests
1. Sale of Major Assets
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Interests
□ Applicable √ Not applicable
45
China Merchants Port Group Co., Ltd. Annual Report 2021
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
Rela
tion
ship
with Principal
Name Registered capital Total assets Net assets Operating revenue Operating profit Net profit
the activity
Co
mpa
ny
Business
Shanghai Joint
related to
Internatio stoc
port,
nal Port k 23,278,679,750.00 170,787,478,512.86 107,805,629,246.31 34,288,697,334.43 17,860,772,873.21 15,480,719,994.16
container
(Group) com
and
Co., Ltd. pany
terminal
Port
China business,
Merchant bonded
Subs
s Port logistics 44,016,586,625.24
idiar 142,365,456,450.90 98,772,110,395.06 9,835,827,140.59 8,302,153,749.61 7,324,839,959.14
Holdings and (HKD)
y
Company property
Limited investmen
t
Subsidiaries obtained or disposed in the Reporting Period
How subsidiary was obtained
Effects on overall operations
Subsidiary or disposed in the Reporting
and operating performance
Period
Sanya Merchants Port
Newly incorporated No significant impact
Development Co., Ltd.
Shantou Port Service Co., Ltd. Liquidated and de-registered No significant impact
Zhanjiang Port Bonded
Liquidated and de-registered No significant impact
Service Co., Ltd., Guangdong
Yingkou Port Information Business combination under
Business integration
Technology Co., Ltd. the same control
Dalian Port Logistics Network Business combination under
Business integration
Co., Ltd. the same control
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
46
China Merchants Port Group Co., Ltd. Annual Report 2021
Looking into 2022, the global economy shows a keynote of overall recovery, but the recovery
will stall, the economic growth will slow down and inflation will last for longer. The global economic
deeply links to COVID-19 pandemic, and the outlook of global economy recovery still faces with
uncertainties. What’s more, the upgrade of tensions geopolitics may bring other global risks and the
climate change increased means a higher probability of severe natural disasters. In January 2022, the
IMF predicted the global economy will slow down, representing a grow by 4.4% in 2021, down 1.5
percentage point year-on-year. In particular, the developed economies will grow at 3.9%, down 1.1
percentage point as compared to that of 2021; and the emerging markets and developing economies
will grow at 4.8%, up 1.7 percentage point as compared to that of 2021. Global trade volume
(including goods and services) will grow by 6.0%, down 3.3 percentage points as compared to that
of 2021.
2022 is the year of continuously deepening China's implementation of the "14th Five-Year Plan"
and the Long-Range Objectives Through the Year of 2035. China will always act on the general
principle of " prioritizing stability while pursuing progress", continue to improve people's livelihood
through "ensuring stability on the six fronts and security in the six areas"(“六穩” 、 “六保”),
safeguard macroeconomic stability, keep major economic indicators within an appropriate range by
accelerating the progress of optimizing and upgrade economic structure and other policies. According
to the latest IMF’s report, China's economic growth forecast for 2022 has been lowered to 4.8%, 0.8%
points lower than the forecast on October 2021.
In 2022, although the global shipping routes, capacity and supply of containers may be
normalized gradually, and the supply and demand imbalance of global container shipping market will
mitigate, the container shortage still exists, rendering port congestion difficult to ease in a short term.
Drewry, a global shipping consultancy, predicted that the port and shipping industry will still maintain
the current situation including high demand, high freight rates, supply chain disruption and the like
throughout 2022.
Looking ahead to 2021, China will continue to consolidate the economic foundations, enhance
the abilities of scientific and technological innovation and adhere to multilateralism. It also urged
making proactive efforts to align with the high-standard international economic and trade rules, do
more to attract foreign investment while contributing to the stable and smooth functioning of
industrial and supply chains, deepen reform via high-level opening-up and boost high-quality
development. It is foreseeable that with the implementation of various trade agreements, the level of
trade and investment facilitation will be further improved, and the ties of cooperation between China
and trading partners will be further enhanced, thereby strengthening the growth driver of merchandise
import and export, which will benefit the port industry for sure. In addition, ongoing progress in the
construction of intelligent ports and green ports will also rejuvenate the development of the port
industry.
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, and serve and integrate itself into the new development paradigm. In pursuit of high-
quality growth, it will accelerate technological leadership and innovation-driven development,
47
China Merchants Port Group Co., Ltd. Annual Report 2021
achieve global scientific layout and balanced development, provide first-class comprehensive
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 domestic 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 overseas strategies, the Company will continue to capitalize on the
opportunities arising from the “Belt and Road” initiative promoted by China and 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 port, logistics and related
infrastructures investment for the on-going enhancement of its global port network.
Thirdly, in respect of 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 and become a leading enterprise in the intelligent
transformation of traditional ports. It will also enrich the comprehensive port services through
business model innovation.
3. Business plans for 2022
In 2022, the company will continue to uphold the underlying principle of pursuing progress
while ensuring stability, base itself in a new stage of development, implement the new development
philosophy fully and faithfully, and build a new development model. In the pursuit of further
breakthroughs in aspects such as the construction of homebase ports, prevention and control of the
pandemic, technological innovation, market expansion, operation management, capital operation,
comprehensive development, the company will actively promote the company's overall high-quality
development.
As for the construction of homebase ports, in line with the development strategy of the
Guangdong-Hong Kong-Macao Greater Bay Area, the West Shenzhen homebase port will
continuously continue to improve infrastructure construction, provide better customer service at ports,
and boost the overall capabilities. Meanwhile, the company will take further actions to build the
Colombo International Container Terminals Limited (“CICT”) in Sri Lanka into an international
container hub port and Hambantota International Port Group (Private) Limited (“HIPG”) into a
regional comprehensive port. Cooperation with shipping companies and other partners will be
strengthened to establish world-class shipping centers in South Asia and integrate the operation and
management of the two ports aforesaid, providing a new thinking of development.
48
China Merchants Port Group Co., Ltd. Annual Report 2021
In terms of pandemic prevention and control, the company continues to effectuate
countermeasures and risk elusion and coordinate development and security. In response to changing
pandemic dynamics, the company will adopt regular prevention and control measures in a timely
manner, and continuously improve the emergency plan and operation norms. Adherence to that all
people and items must be checked and holding the position in the fronts of the battle against the
pandemic will maintain the security and stability in preventing and controlling the pandemic.
On the issue of technological innovation, the Company will commit to innovation-driven
development and promote industrial transformation and upgrade by innovation and technology.
Therefore, the company can achieve stable and sustainable growth. On one hand, with closer attention
to its main businesses, the Company will achieve the growth of revenue and efficiency gains by
actively promoting the innovation of science and technology and management. On the other hand,
through implementing an innovative business model to promote the transformation and upgrade of
the company and cultivate new growth drivers, the Company will constantly enhance its core
competitiveness. the Company will develop the CMPort’s ecosystem for technology and innovation,
and generate innovative solutions with technology 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 CTOS (Container Terminal Operation System),
BTOS (Bulk Cargo Terminal Operation System) and LPOS (Logistic Park Operation System),
striving to realise intelligentised operation inside the terminals. “CM ePort” platform will innovate
the service models by improving the information service system of the port zones and using the “Port
+ Internet” approach for the port, so as to explore and develop an open platform for intelligent ports.
With regard to market expansion, the Company will continue to deepen the concept of customer-
centricity, strengthen cooperation with major shipping companies, and build a collaborative alliance
featuring multifaceted businesses with the West Shenzhen homebase port as core under the
coordinated port framework to strengthen interaction with end-customers. The Company will also
build a business collaboration platform characterized by integration, platform thinking and
digitalization, perfect the management mechanism for marketing and commerce, and expand the
coverage of the logistics supply chains endogenously and externally.
Regarding operation management, the Company will speed up building an international
operation management and control system for sustainable value creation, which matches our business
development and helps strengthen overall planning. The intelligent operation management platform
will be continuously updated and promoted to facilitate a first-class operation management system
highlighting “empowerment, professional and value”. With introducing improved supervision and
management mechanism, the Company will realize transformation to closed-loop business
management. Increasing the benchmarking efforts of overseas subsidiaries to outstrip world-class
enterprises is conducive to achieve international competitive advantage in an all-round manner.
In respect of capital operation, the Company continues to promote the optimization of asset
structure and reduce investment risks. In line with the strategies of the company and the direction of
“asset-heavy to asset-light” and “quantity to quality”, the company will promote the "asset
management + capital operation" dual -wheel drive and improve capital operation plans, asset
allocation and endogenous growth in order to enhance shareholder returns.
In terms of comprehensive development, the Company will actively adapt to the changes in the
global trade environment and strive to become an important bond to domestic and foreign markets to
boost each other and the cornerstone of the security and stability of the industrial chain supply chain.
49
China Merchants Port Group Co., Ltd. Annual Report 2021
The company will accelerate the creation of a complete model of " Port-Park-City" for comprehensive
development business, such that realize long-term benefits from the "land economy" around ports.
Apart from improving quality of services to existing customers and increasing customer stickiness,
the Company will enhance the cultivation and support of the hinterland industry.
Capital expenditure plans
In 2022, the Company will formulate capital expenditure plans according to business
development needs. Key investment projects include project for general cargo wharf in Donghai
Island Harbour District of Zhanjiang Port, phase I project for the stuffing and destuffing service area
of Zhanjiang Port, expansion project for yard of Shantou Guang'ao Port Area, and the facilities
procurement for HIPG container terminal in Sri Lanka, etc.
4. Possible risks and counter measures
(1) Risk of macroeconomic fluctuations
Internationally, the global economic situation in 2022 will be still complex and severe with
uncertainties and destabilizing factors in recovery, for which reason, various derivative risks
stemming from the pandemic should not be overlooked. Another outbreak caused by Omicron variant
of COVID-19 in major regions around the world at the end of 2021 increased uncertainty and
unevenness of the global economic recovery. Against the backdrop of the repeated spread of the
pandemic, the new round of easy monetary policies will increase global debt level and emerging
markets will become more vulnerable. Traditional and non-traditional risks, such as natural disasters
and geopolitical uncertainties, may aggregate volatility in the international financial market. Such
risks of uncertainties will shock China’s foreign trade market, container shipping market, and bulk
commodity demand, and pose certain challenges to the Company’s overseas investment and layout
planning.
Domestically, although the fundamentals of China’s economy are overall solid and consolidated,
China's economic growth is still facing the triple pressure of demand contraction, supply shock and
weakening expectations, and uncertainties as a result of the pandemic, the Sino-US friction，and
other factors as well. In addition, the pandemic has accelerated the implementation of technological
innovation support policies in the national level and amplified the necessity and urgency of the digital
transformation and upgrade in the shipping industry.
Facing the risk of macroeconomic fluctuations, especially the risks imposed on foreign trade and
import and export business by the COVID-19 pandemic and fluctuations in exchange, along with
other factors, the Company will take the initiative to identify and respond to changes. Firstly, it will
work in full swing to support the national 14th Five-year Plan and follow the national “Belt and Road”
initiative and the strategies on developing the Guangdong-Hong Kong-Macao Greater Bay Area, and
realizing the in development of Yangtze River Delta, so as to help construct the new national dual
circulation development pattern and achieve strategic goals of carbon emission peaking and carbon
neutrality. Secondly, it will seize the opportunities arising from a new round of high-level opening
up policies to improve the quality of port services continuously under the economic globalization
50
China Merchants Port Group Co., Ltd. Annual Report 2021
trend. Thirdly, it will enhance capacity building of risk identification, warning, and elimination, and
continue to follow up on the development of the global industrial chain and trade movements to adjust
business operating strategies appropriately to effectively prevent, control, and reduce the effect of
external risks.
(2) Policy risks
The policy risks in the port industry can be either positive or negative. On the one hand, under
the new national dual circulation development pattern, policies such as encouraging the expansion of
imports are expected to bring new development opportunities to the growth of the industry, and
national strategies such as the “Belt and Road” initiative and the Guangdong-Hong Kong-Macao
Greater Bay Area will introduce favorable policies to the industrial development; on the other hand,
policies and initiatives of the government for reducing costs and improving efficiency in logistics,
anti-monopoly, and environmental protection may exert pressure on the profitability of the port
industry.
Facing the potential policy risks, on the one hand, the Company will improve policy research,
proactively practice the key “Belt and Road” initiative and a series of national strategies to firmly
seize the opportunities arising from these policies; on the other hand, in response to the negative risks,
the Company will improve its operation management capability by continuously enhancing quality
and efficiency and strengthening resource allocation. Besides, the company will constantly improve
its profitability to effectively address and mitigate negative risks.
(3) Operation management risks
Amidst the favorable environment of domestic and overseas regional ports integration, the
Company has swiftly strengthened its main port business and successfully further optimized the
layout of the global port network. At the same time, the Company faces unfavorable conditions of
ports in certain regions such as challenging operation management in certain regions, relatively low
investment returns, and etc. The risks specifically include: (1) investment decision-making on certain
projects will be riskier and more difficult under the complicating external environment;(2) since the
beginning of this year, the RMB exchange rate has generally strengthened slightly, but the larger
volatility reflects that floating exchange rate regime becomes more flexible. The company will further
improve the exchange rate risk management mechanism and adjust the response strategy in a timely
manner according to the exchange rate fluctuations, aiming to reduce the impact of exchange rate
fluctuations on the company's performance as much as possible; (3) the Company’s internationalized
operation management system still needs to be improved and the Company shall strengthen the
benefits of integration through management output and other ways to accommodate with its own
rapid development and expansion; (4) the risk control system of the company shall be consistently
established and optimized to constantly improve management efficiency.
In terms of the Company’s internal operation management risks, the Company will: (1) increase
customer loyalty and seize market opportunities based on three improvement elements, namely
“market, resources, services”; (2) improve internal control system to take further precautions in risk
control and reinforce the stringent restrictions on internal control, ensuring effective risk
identification and control and consolidating the foundation of risk control; and (3) optimize risk
51
China Merchants Port Group Co., Ltd. Annual Report 2021
warning system to precisely keep abreast of the new developments with an aim to seize the prime
opportunities for risk control.
XII Communications with the Investment Community such as Researches, Inquiries and
Interviews
1. During the Reporting Period
Type of
Way of Index to basic
communi
Date Place communi Object of communication information of
cation
cation researches
party
China
One-on-
Merchants Institutio
22 January 2021 one Orient Securities
Port n
meeting
Building
Changjiang Securities,
CICC, Industrial
Securities, Guotai Junan
Securities, China
Merchants Securities,
Guosen Securities,
Golden Eagle Fund, Ping
An Capital, Hwabao WP
Fund, Yinhua Fund,
China CICC Capital Main discussions:
Merchants Teleconfe Institutio Management, Green the basic condition
31 March 2021
Port rencing n Court Capital, HighGear of operations,
Building Capital, Fangyuan investments made
Tiancheng, Rongyuan and the financial
Dingfeng Asset condition of the
Management, Panpei Company;
Investment, Honghu Materials provided:
Venture Capital, Yong An None
Insurance, Beijing Index: SZSE EasyIR
Optimus Prime
Investment Management (http://irm.cninfo.co
Co., Ltd. m.cn/ircs/index)
China
One-on-
Merchants Institutio Hua Chuang Securities,
25 May 2021 one
Port n CICC
meeting
Building
Changjiang Securities,
Essence Securities, Ping
An Asset Management,
Haitong Securities,
China
Kymco Capital, Minsen
Merchants Teleconfe Institutio
31 August 2021 Investment, Golden
Port rencing n
Eagle, Hotland
Building
Innovation Asset
Management,
Greenwoods Asset
Management, Zhaofeng
52
China Merchants Port Group Co., Ltd. Annual Report 2021
Investment, Congrong
Investment, Foresight
Investment, Southern
Raytai Fund
Management, Taiping
Fund Management
China
One-on-
Merchants Institutio
4 November 2021 one Zheshang Securities
Port n
meeting
Building
UBS Securities, Tianfeng
Securities, Industrial
Securities, Huatai
Securities, Huaxi
Securities, Zheshang
Securities, Huachuang
Securities, Shenwan
Hongyuan Securities,
Changjiang Securities,
Eagle Investment,
Shenzhen Beishan
China Research and Design
Merchants Institute, One Shipping,
Port CNFH, Fulida Asset
One-on-
25 November 2021-26 Building, Institutio Management, Kaiyin
one
November 2021 Mawan n Fund Management,
meeting
Smart Port, Guangdong Yixin Asset
Shunde Management, China
New Port Merchants Capital,
Shenzhen Qianhai The
Way Investment,
Rongtong Fund
Management, Qianhai
Alliance Asset
Management, CCB
Wealth Management,
FORTUNE & ROYAL
ASSET, Shanghai
Pudong Development
Bank
China
One-on- CICC, Greenwoods
Merchants Institutio
15 December 2021 one Asset Management,
Port n
meeting Win&Fun, First Beijing
Building
By Main discussions:
phone, or the basic condition
written of operations,
China investments made
inquiry
1 January 2021-31 Merchants Individua and the financial
(the Individual investors
December 2021 Port l condition of the
EasyIR
Building Company;
platform
of SZSE Materials provided:
or email) None
Times of communications 116
Number of institutions communicated with 64
53
China Merchants Port Group Co., Ltd. Annual Report 2021
Number of individuals communicated with 109
Number of other communication parties 0
Tip-offs or leakages of substantial supposedly-confidential information during
No
communications
2. Period-end to Disclosure Date
Type of
Way of Index to basic
communi
Date Place communi Object of communication information of
cation
cation researches
party
By Main discussions:
phone, or the basic condition
written of operations,
China investments made
1 January 2022 to inquiry
Merchants and the financial
30 March 2022 (the Individual Individual investors
Port condition of the
EasyIR
Building Company;
platform
of SZSE Materials provided:
or email) None
Times of communications 20
Number of institutions communicated with 0
Number of individuals communicated with 20
Number of other communication parties 0
Tip-offs or leakages of substantial supposedly-confidential information during
No
communications
54
China Merchants Port Group Co., Ltd. Annual Report 2021
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. Between the beginning of the Reporting Period and the date of disclosure of this report, the
Company revised two systems and created one new system.
(1) The Management System on Inside Information and Insiders was revised
In order to implement the new Securities Law which further regulates the registration and submission
of insider information of listed companies, and strengthens the comprehensive prevention and control
of insider trading, the Company revised the Management System on Inside Information and Insiders
on 28 April 2021. This revision covers supplement and update to the definition, scope and personnel
involved of inside information as well as the requirements for filling the Registration Form of Insider
Information.
(2) The Information Disclosure Management Rules for the Inter-bank Debt Financing Instrument was
revised
Since 1 May 2021, the People's Bank of China, together with the National Development and Reform
Commission and the China Securities Regulatory Commission, officially implemented the Measures
for the Administration of Information Disclosure Concerning Corporate Debentures (hereinafter
referred to as the "Measures"), which provides the unified requirements on information disclosure
rules of corporate debentures. On 27 April 2021, National Association of Financial Market
Institutional Investors clarified part of the requirements for the application of the Measures to the
projects of inter-bank debt financing instruments in the form of business questions and answers,
issued the Q&A Compilation on the Registration and Issuance of Debt Financing Instruments of Non-
financial Enterprises (hereinafter referred to as the Q&A Compilation) and formulated the System of
55
China Merchants Port Group Co., Ltd. Annual Report 2021
Information Disclosure Forms for the Duration of Debt Financing Instruments of Non-financial
Enterprises in the Inter-bank Bond Market in accordance with the relevant self-regulatory rules.
Considering that the Company's Information Disclosure Management Rules for the Inter-bank Debt
Financing Instrument should comply with the relevant provisions of the Measures and Q&A
Compilation, the Company revised on 30 June 2021 the Information Disclosure Management Rules
for the Inter-bank Debt Financing Instrument, supplementing and updating the contents including but
not limited to information disclosure obligations of the Company and all its directors, supervisors,
senior management members, issuance documents, announcement time requirements, definitions of
significant events, and notes for information disclosure.
(3) The Management System on the Authorization of the Board of Directors was newly established
In order to further strengthen the construction of the Board of Directors of the Company, further
improve the Company's scientific and standardized decision-making mechanism, improve the
efficiency of operating decisions, enhance the vitality of enterprise reform and development, and
protect the legitimate rights and interests of shareholders, the Company and creditors, the Proposal
on the Establishment of the Management System on the Authorization of the Board of Directors
(Announcement No. 2022-005, refer to website www.cninfo.com.cn for details) was deliberated and
approved in accordance with the Company Law of the People’s Republic of China , the Articles of
Association and other laws, regulations and policies on the 1st Extraordinary Meeting of the 10th
Board of Directors in 2022 on 28 January 2022, and the establishment of the Management System on
the Authorization of the Board of Directors was approved.
Details are as follows:
Mechanism Deliberation Disclosure
Revised
The revised policy was It has been timely
deliberated and approved by the disclosed on the
The Management System on Inside
3rd Extraordinary Meeting of the website
Information and Insiders
10th Board of Directors in 2021 www.cninfo.com.cn.
held on 28 April 2021.
The revised policy was It has been timely
The Information Disclosure Management deliberated and approved by the disclosed on the
Rules for the Inter-bank Debt Financing 5th Extraordinary Meeting of the website
Instrument 10th Board of Directors in 2021 www.cninfo.com.cn.
held on 30 June 2021.
56
China Merchants Port Group Co., Ltd. Annual Report 2021
New
The new policy was deliberated It has been timely
and approved by the 1st disclosed on the
The Management System on the
Extraordinary Meeting of the website
Authorization of the Board of Directors
10th Board of Directors in 2022 www.cninfo.com.cn.
held on 28 January 2022.
2. In order to implement the Opinions of State Council on Further Improving Quality of Listed
Companies (G.F. [2020] No. 14, hereinafter referred to as the "Opinions"), the Company implemented
the special action of "performing entity responsibilities, improving governance, and achieving quality
development" for further self-inspection, in conformity with the Notice of Shenzhen CSRC on
Promoting Listed Companies Within Jurisdiction to Perform Entity Responsibilities, Improve
Governance, and Achieve Quality Development (SH.ZH.J.G.S.Z. [2020] No. 128, hereinafter
referred to as the "Notice"), and formed the Special Self-Inspection List for Governance of Listed
Company (hereinafter referred to as the "Self-Inspection List").
According to the self-inspection, no major defects were identified in the Company's internal control.
All responsible departments and subordinate units have made remediation plans for the defects in
internal control identified and implemented remediation in time according to the Company's internal
control management requirements. The Company has established a relatively perfect internal control
management mechanism, and adopted measures such as incompatible job separation control,
authorization and approval control, accounting system control, property protection control and budget
control to prevent major internal control defects. The Company submitted the Self-Inspection List to
Shenzhen CSRC in April 2021.
3. On 23 December 2021, the 13th Extraordinary Meeting of the 10th Board of Directors in 2021
deliberated and passed the Proposal on the Implementation of the Functions and Powers of the Board
of Directors (Announcement No. 2021-116, see website www.cninfo.com.cn for details). According
to the plan, on the basis of the existing standardized operation of the Board of Directors, the Company
will further promote the implementation of various functions and powers of the Board of Directors,
continue to manage enterprise according to law, align authority with corresponding responsibility,
delegate power and strengthen supervision, earnestly protect the exercise of various rights in
accordance with the law by the Board of Directors, improve the operation mechanism, and strengthen
responsibility supervision; further standardize the operation of the Board of Directors, improve its
57
China Merchants Port Group Co., Ltd. Annual Report 2021
ability to perform duties, continuously enhance the authority, effectiveness and overall function of
the Board of Directors, and continuously improve the Company's independent operation; further
improve the corporate governance structure, give full play to the role of the Board of Directors in
"formulating strategies, making decisions and preventing risks", strengthen the Company's position
as an independent market player, effectively stimulate the endogenous impetus and vitality of the
Company, and speed up efforts to realize high-quality development.
4. 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.
5. 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.
6. Directors and the Board of Directors: the Company elected directors in strict accordance with the
Articles of Association. Number and composition of members of the Board were in compliance with
relevant laws and regulations; all Directors attend Board meetings and shareholders’ general meeting
in a serious and responsible manner and participated enthusiastically relevant training so as to know
better about laws and regulations as well as the rights, obligations and liabilities of Directors. The
Company set up the Audit Committee as approved by the 1st Extraordinary General Meeting of 2004
and the Nomination, Remuneration and Evaluation Committee and Strategy Committee as approved
by the 2005 Annual General Meeting, with a view to ensuring the efficient operation and scientific
decision-making of the Board of Directors.
7. Supervisors and the Supervisory Committee: number and composition of the members of the
Supervisory Committee were in compliance with the requirements of laws and regulations. The
supervisors diligently and seriously performed their duties and obligations, took responsible attitudes
to all shareholders and supervised the financial affair as well as the performance by the Company’s
Directors, managers and other senior executives of their duties in compliance with the laws and
regulations.
58
China Merchants Port Group Co., Ltd. Annual Report 2021
8. 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.
9. 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
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, Ta Kung Pao and http://www.cninfo.com.cn as its newspaper and website
for information disclosure, so as to ensure all shareholders have equal opportunity to obtain the
information.
10. Corporate governance mechanisms and rules that the Company has already established:
Articles of Association of the Company, Rules of Procedure for General Meetings, Working Articles
of Audit Committee of the Board of Directors, Working Rules of Annual Report for Audit Committee
of the Board of Directors, Working Articles for Nomination, Remuneration and Evaluation
Committee of the Board of Directors; Working Articles of Strategy Committee of the Board of
Directors, Working System for Independent Directors, Working Rules of Annual Report for
Independent Directors, Rules of Procedure for Supervisory Board, Working Articles of Chief
Executive Officer, Management System for Company Shares held by Directors, Supervisors and
Senior Executives and Its Changes, Management System of Foreign Investment, Management
System of Related Transactions, Management System of Fund-raising, Management Rules on
Information Disclosure, Rules of Accountability for Significant Mistakes in Annual Report
59
China Merchants Port Group Co., Ltd. Annual Report 2021
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, etc. There isn’t difference between the actual circumstances of the Company and
all established systems.
Since the foundation, the Company was consistently in strict accordance with Company Law and
relevant laws and regulations to make a standard operation, continued business-running in line with
relevant requirements of Corporate Governance Principle for Listed Companies and earnestly made
effort to protect profit and interests of shareholders and stakeholders.
Indicate by tick market whether there is any material incompliance with the regulatory documents
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
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
60
China Merchants Port Group Co., Ltd. Annual Report 2021
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
Investor
Index to
participa
Meeting Type Date of the meeting Disclosure date disclosed
tion
information
ratio
For the
resolution
Annual announcemen
The 2020 Annual
General 88.89% 28 May 2021 29 May 2021 t (No. 2021-
General Meeting
Meeting 047), see
http://www.cn
info.com.cn
For the
resolution
The 1st
Extraordina announcemen
Extraordinary
ry General 88.87% 27 September 2021 28 September 2021 t (No. 2021-
General Meeting of
Meeting 087), see
2021
http://www.cn
info.com.cn
2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed
Voting Rights
□ Applicable √ Not applicable
V Directors, Supervisors and Senior Management
1. General Information
Restri Increa Decre
Other Rea
Begin cted se in ase in
increa Endin son
ning share the the
Incum se/de g for
Gen shareh s Repor Repor
Name Office title bent/F Age Start of tenure End of tenure Share option creas shareh shar
der olding grant ting ting
ormer e olding e
(share ed Period Period
(share (share) chan
) (shar (share (share
) ge
e) ) )
Deng Chairman of Incum Mal
52 December 2018 May 2023 0 0 0 0 0 0 0 N/A
Renjie the Board bent e
61
China Merchants Port Group Co., Ltd. Annual Report 2021
Vice Chairman
Wang Incum Mal
of the Board 51 August 2021 May 2023 0 0 0 0 0 0 0 N/A
Xiufeng bent e
and CEO
Liu Incum Mal
Director 57 May 2021 May 2023 0 0 0 0 0 0 0 N/A
Weiwu bent e
Song Incum Mal
Director 59 December 2018 May 2023 0 0 0 0 0 0 0 N/A
Dexing bent e
Gao Independent Incum Mal
66 May 2020 May 2023 0 0 0 0 0 0 0 N/A
Ping director bent e
Independent Incum Fem
Li Qi 51 May 2020 May 2023 0 0 0 0 0 0 0 N/A
director bent ale
Zheng
Independent Incum Mal
Yongkua 44 May 2021 May 2023 0 0 0 0 0 0 0 N/A
director bent e
n
Chairman of
Yang the Incum Mal
55 December 2018 May 2023 0 0 0 0 0 0 0 N/A
Yuntao Supervisory bent e
Committee
Gong Incum Fem
Supervisor 33 May 2020 May 2023 0 0 0 0 0 0 0 N/A
Man bent ale
Incum Mal
Xu Jia Supervisor 40 May 2020 May 2023 0 0 0 0 0 0 0 N/A
bent e
Yan Incum Mal
COO and GM 49 November 2021 May 2023 0 102,000 0 0 0 0 0 N/A
Gang bent e
Tu
Incum Mal
Xiaopin CFO 56 May 2021 May 2023 0 0 0 0 0 0 0 N/A
bent e
g
Lu Incum Mal
Vice GM 52 December 2018 May 2023 0 144,000 0 0 0 0 0 N/A
Yongxin bent e
Vice GM and
Incum Mal
Li Yubin Secretary of 50 December 2018 May 2023 0 144,000 0 0 0 0 0 N/A
bent e
the Board
Zhang Incum Mal
Vice GM 58 May 2021 May 2023 0 0 0 0 0 0 0 N/A
Yiming bent e
Incum Mal
Xu Song Vice GM 50 October 2020 May 2023 0 240,000 0 0 0 0 0 N/A
bent e
Liu General Incum Mal
48 August 2020 May 2023 0 50,000 0 0 0 0 0 N/A
Libing Counsel bent e
Former Vice
Bai Chairman of Mal
Former 56 September 2017 August 2021 0 0 0 0 0 0 0 N/A
Jingtao the Board and e
CEO
Yan Former Mal
Former 49 December 2018 February 2022 0 252,000 0 0 0 0 0 N/A
Shuai Director e
Former Mal
Su Jian Former 50 December 2018 March 2021 0 0 0 0 0 0 0 N/A
Director e
Former
Zhang Mal
Director, COO Former 51 December 2018 August 2021 0 210,000 0 0 0 0 0 N/A
Yi e
and GM
Former
Wang Mal
Independent Former 55 May 2020 May 2021 0 0 0 0 0 0 0 N/A
Zhenmin e
director
Former
Chairman of
Liu Mal
the Former 50 December 2018 August 2021 0 0 0 0 0 0 0 N/A
Yingjie e
Supervisory
Committee
Former Fem
Hu Qin Former 55 December 2018 February 2022 0 0 0 0 0 0 0 N/A
Supervisor ale
62
China Merchants Port Group Co., Ltd. Annual Report 2021
Zheng
Former Vice Mal
Shaopin Former 59 December 2018 August 2021 9,821 210,000 0 0 0 0 9,821 N/A
GM e
g
Former Vice
Huang
GM and Mal
Chuanji Former 39 December 2018 January 2021 0 0 0 0 0 0 0 N/A
Secretary of e
ng
the Board
Total -- -- -- -- -- -- 9,821 1,352,000 0 0 0 0 9,821 --
Note: On 14 February 2022, 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). The column of stock options in the above table shows the number of stock options
held by the directors, supervisors and senior management of the Company as of the date of disclosure.
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 reasons for the departure of directors, supervisors and senior management of the
Company are mainly job change, retirement or personal reasons. For details, please see the change of directors,
supervisors and senior management of the Company below.
Change of Directors, Supervisors and Senior Management
Type of
Name Office title Date of change Reason for change
change
Vice GM and
Huang
Secretary of Left 15 January 2021 Job change
Chuanjing
the Board
Su Jian Director Left 5 March 2021 Job change
Li Yubin Secretary of Engaged 13 April 2021 Engagement
the Board
Tu Xiaoping CFO Engaged 17 May 2021 Engagement
Zhang Yiming Vice GM Engaged 17 May 2021 Engagement
Liu Weiwu Director Elected 28 May 2021 Election
Zheng Independent 28 May 2021 Election
Elected
Yongkuan director
Wang Independent
Left 28 May 2021 Personal reason
Zhenmin director
Zheng Vice GM
Left 6 August 2021 Personal reason
Shaoping
Chairman of
the
Liu Yingjie Left 13 August 2021 Job change
Supervisory
Committee
63
China Merchants Port Group Co., Ltd. Annual Report 2021
Vice Chairman
Bai Jingtaoof the Board Left 20 August 2021 Job change
and CEO
Director, COO
Zhang Yi Left 20 August 2021 Job change
and GM
Wang Xiufeng CEO Engaged 23 August 2021 Engagement
Wang Xiufeng Vice Chairman
Elected 27 September 2021 Election
of the Board
Yang Yuntao Chairman of
the
Elected 18 October 2021 Election
Supervisory
Committee
Yan Gang COO and GM Engaged 3 November 2021 Engagement
Yan Shuai Director Left 25 February 2022 Job change
Hu Qin Supervisor Left 25 February 2022 Retirement
2. Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the
incumbent directors, supervisors and senior management:
Deng Renjie, Chairman of the Board, graduated from Beijing Electronic Science&Technology
Institute, majoring in computing, and obtained a bachelor degree, later graduated from Dalian
Maritime University, majoring in international economic law, and obtained master’s degree. Deng
Renjie now holds the post of the Vice GM of China Merchants Group Company Limited, President
of Liaoning Port Group Co., Ltd., the Company’s Chairman of the Board, Vice President of the 8 th
Council of China Highway and Transportation Society & Vice President of the 7th Council of China
Transportation Association. Deng Renjie has successively held the posts of Researcher of General
Office of Ministry of Communications, Deputy Director of General Office of Hunan Provincial Party
Committee, Deputy Secretary General of Hunan Provincial Party Committee, Deputy Secretary
General of Party Committee of Xinjiang Autonomous Region, Assistant President of China
Merchants Group Company Limited, Director of General Manager’s Office, and Chairman of the
Board of China Merchants Expressway Network & Technology Holdings Co., Ltd. Deng Renjie has
been being the Vice Chairman of the Board of the Company from December 2018 to January 2020,
and has been being the Chairman of the Board of the Company since February 2020.
Wang Xiufeng, Vice Chairman of the Board, CEO, senior accountant, and senior engineer,
graduated from Northeast University with a bachelor's degree in industrial accounting, and obtained
64
China Merchants Port Group Co., Ltd. Annual Report 2021
master's degree in business administration from Tsinghua University. He previously served as the
General Manager of China 22MCC Group Corporation Ltd., Chairman and Party Secretary of MCC
Jingtang Construction Ltd., Vice President and Standing Member of CPC Committee of China
Metallurgical Group Corporation, Director of Anhui Wantong Expressway Company Limited, a
director of Henan Zhongyuan Expressway Co., Ltd., Vice Chairman of Shandong Hi-Speed Company
Limited, Director of Xingyun Shuju (Beijing) Technology Co., Ltd., CFO of CMG Huajian
Expressway Investment Co., Ltd., and Chairman and General Manager of China Merchants
Expressway Network & Technology Holdings Co., Ltd. Mr. Wang has been CEO of the Company
from August 2021 to present and Vice Chairman of the Company from September 2021 to present.
Liu Weiwu, Director and intermediate accountant, graduated from the Economics Department of
Xi'an Highway Institute with a bachelor's degree in engineering, and obtained a master's degree in
business administration from Macau University of Science and Technology. He is currently the Head
of the Finance Department (Property Rights Department) of China Merchants Group Limited. He
previously served as the Head of Treasury Division of Financial Department of Guangzhou Ocean
Shipping Company, the Manager of Financial Department of Hong Kong Ming Wah Shipping
Company Limited, the Deputy General Manager of the Finance Department of China Merchants
Group Limited, and the Chief Financial Officer, the Deputy General Manager and a director of China
Merchants Energy Shipping Co., Ltd. He has served as a director of the Company since May 2021.
Song Dexing, Director, Senior Engineer, graduated from Department of Mechanics of Wuhan
University of Technology (former name is Wuhan Institute of Water Transportation Engineering),
and obtained bachelor’s degree in engineering. Later Song Dexing obtained master’s degree,
majoring in transportation planning at Wuhan University of Technology and doctor’s degree in
management, majoring in administrative management at Huazhong University of Science and
Technology. Song Dexing now holds the posts of Business Director of Transportation & Logistics,
Minister of Transportation & Logistics Department/Beijing Headquarters of China Merchants Group
Company Limited, GM, Secretary of Party Committee of SINOTRANS&CSC. Song Dexing has
successively held the posts of Secretary of Youth League Committee, Engineer of Water Transport
Planning & Design Institute of Ministry of Communications, Principal Staff of Division of Transport
of Ministry of Communications, Deputy Director, Director of Container Office of Division of Water
65
China Merchants Port Group Co., Ltd. Annual Report 2021
Transport of Ministry of Communications, Deputy Mayor of Luoyang Municipal People’s
Government (temporary post), Deputy Director of China Waterborne Transport Research Institute,
Deputy Director, Director of Yangtze Three Gorges Navigation Administration, Deputy Director,
Director of Division of Water Transport of Ministry of Communications, Director of Bureau of Water
Transport of Ministry of Transport (Director of Taiwanese Affairs Office of the ministry), Vice
Chairman of the Board, Member of Party Committee, Deputy Secretary of Party Committee,
Secretary of Committee for Discipline Inspection of SINOTRANS&CSC, General Manager of
SINOTRANS&CSC, Director of Department of Comprehensive Logistics Business of China
Merchants Group Company Limited. Song Dexing has been being the Director of the Company since
December 2018.
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. 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), Secretary of the Party Committee and 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.
Li Qi, Independent Director, graduated from Guanghua School of Management, Peking University,
and majored in Business Management. Currently, she is 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 and Assistant to the Dean and Deputy
Secretary of the Party Committee 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
66
China Merchants Port Group Co., Ltd. Annual Report 2021
in civil and commercial law. He is now 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 and a lawyer of Fidelity Law Firm. 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.
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
now Head of the Risk Management Department/Legal Compliance Department/Audit Department of
CMG and Chairman of the Board of Supervisors of China Yangtze Shipping Group Co., Ltd. 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.
Gong Man, Supervisor, obtained her master's degree in accounting from the Dongbei University of
Finance & Economics, was non-practicing member of Chinese Institute of Certified Public
Accountants. She serves as the Senior Manager at the Financial Management Department of China
Merchants Port Group Co., Ltd. and accountant at the Financial Department of Shekou Container
Terminal Co., Ltd. She has been a supervisor of the Company since May 2020.
67
China Merchants Port Group Co., Ltd. Annual Report 2021
Xu Jia, Supervisor, graduated from the Wuhan University of Technology and obtained a master's
degree in Control Theory and Control Engineering. He is the Senior Manager at the Operations
Management Department of China Merchants Port Group Co., Ltd. He worked as a Senior System
Planning Engineer and Project Planning Director at the Engineering Technology Department of
Shekou Container Terminal Co., Ltd. He has been a supervisor of the Company since May 2020.
Yan Gang, Chief Operating Officer and GM, graduated from Xiamen University with a bachelor's
degree in international trade, and completed an MBA program co-created by the Maastricht School
of Management (Maastricht, the Netherlands) and Shanghai Maritime University. He previously
served as Commissioner in the Transportation Department of Neptune Orient Lines of Singapore,
Shipping Manager of Swire Shipping Office in Beijing, Trainee Manager of Hong Kong Tug &
Salvage Limited appointed by Swire Group, Assistant General Manager of Shekou Container
Terminals Limited appointed by Swire Group, General Manager of Pearl River Delta Logistics at
Hong Kong Air Cargo Terminal appointed by Swire Group, Deputy General Manager and General
Manager of Shekou Container Terminals Limited, Chief Business Officer of China Merchants
Holdings (International) Company Limited, Vice General Manager and Chief Business Officer of
China Merchants Port Holdings Company Limited, Vice General Manager of China Merchants Port
Group Co., Ltd., General Manager of China-Belarus Industrial Park Development Company, the
Chief Representative of the Representative Office of China Merchants Group Limited in Central Asia
and the Baltic Sea and the Chief Representative of Representative Office of China Merchants Group
Limited in the Republic of Belarus. He has served as the Chief Operating Officer and General
Manager of the Company since November 2021.
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. 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
68
China Merchants Port Group Co., Ltd. Annual Report 2021
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.
Lu Yongxin, Vice GM, 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 holds the post of Deputy GM
of the Company, Deputy General Manager of China Merchants Port Holdings Company Limited (CM
Port Holdings). Lu Yongxin has successively held the posts of Assistant General Manager of Zhenhua
Construction Co. Ltd., Deputy Director of CHEC (Beijing) Head Office, Deputy General Manager of
Research & Development Department of China Merchants Port Holdings Company Limited (CM
Port Holdings), General Manager of Overseas Business Department, Assistant General Manager. Lu
Yongxin has been dispatched to Terminal Link in France to act as CFO and Senior Vice President. Lu
Yongxin has been as the Deputy GM of the Company since December 2018.
Li Yubin, Vice GM and Secretary of the Board, graduated from Tianjin University, majoring in
Harbor and Cannel Engineering with the bachelor of engineering degree, Tianjin 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
holds the post of Deputy GM, Secretary of the Board and Chief Digital Officer of the Company and
Deputy General Manager of China Merchants Port Holdings Company Limited (CM Port Holdings).
Li Yubin has successively held the posts of 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. and the Chief Representative
69
China Merchants Port Group Co., Ltd. Annual Report 2021
of Representative Office of China Merchants Group in Djibouti. Li Yubin has been acting the Vice
GM of the Company since December 2018 and the Secretary of the Board of the Company since
April 2021.
Zhang Yiming, Vice GM, senior engineer, graduated from Tianjin University with a bachelor's
degree in inorganic non-metallic materials engineering and a master's degree in engineering, and
subsequently obtained a doctorate degree in management from system analysis and management at
Dalian University of Technology. He is now a Vice General Manager of the Company. He previously
served as the Deputy Director of the Dalian Electric Porcelain Factory, Director's Assistant of the
Dalian Mechanical & Industrial Department of the Electric Equipment Industrial Management
Bureau, the Director's Assistant and Deputy Director of the Dalian Economic and Trade Committee
of the Dalian Municipal Government, the Deputy Secretary-general of the People's Government of
Dalian Municipality, Deputy Secretary of the Party Committee of Pulandian City, Liaoning Province,
the Mayor of the Liaoning Pulandian Municipal People's Government, the Deputy Secretary of the
Party Working Committee, the Deputy Director of the Committee's Management Board of Dalian
Puwan New Area, the Director (Secretary) and Party Secretary of the Dalian Economic and
Information Technology Committee (Dalian Municipal Small and Medium Enterprises Bureau),
Chairman of the Board of Director of Dalian Port (PDA) Company Limited, Chairman of the Board
of Director and Party Secretary of Dalian Port Group Corporation Limited, Deputy General Manager
and Party committee member of Liaoning Port Group Co., Ltd. He has been a Vice General Manager
of the Company since May 2021.
Xu Song, Vice GM, 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. He is also a Senior
Economist. 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.; Secretary of the Party
Committee and 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 and Deputy
70
China Merchants Port Group Co., Ltd. Annual Report 2021
Secretary of the Party Committee of Dalian Port; and Deputy General Manager and member of the
Party Committee of Liaoning Port Group Co., Ltd. He has been Deputy General Manager of the
Company since October 2020.
Liu Libing, General Counsel, 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. He worked 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
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.
Offices held concurrently in shareholding entities:
□ Applicable √ Not applicable
Offices held concurrently in other entities:
Remuner
ation or
Office held in
Name Other entity Start of tenure End of tenure allowanc
the entity
e from
the entity
Deng
China Merchants Group Co., Limited Vice GM March 2015 Yes
Renjie
Deng
China Merchants Group (H.K.) Limited Director December 2015 No
Renjie
Deng Chairman of
Liaoning Port Group November 2018 No
Renjie the Board
Deng The 7th Council of China Transportation Vice
December 2018 No
Renjie Association. President
Deng
China Merchants Steamship Co., Ltd. Director March 2020 No
Renjie
Executive
Deng China Merchants Inspection and
director & October 2020 No
Renjie Certification Co. Ltd.
GM
71
China Merchants Port Group Co., Ltd. Annual Report 2021
Deng The 9th Council of China Highway and Vice
September 2021 No
Renjie Transportation Society President
Deng China Merchants Testing Technology Chairman of
December 2021 No
Renjie Holdings Ltd. the Board
Wang
Liaoning Port Group Director October 2021 No
Xiufeng
Wang China Merchants Taiping Bay
Director February 2022 No
Xiufeng Development Investment Co., Ltd.
Wang China Merchants Northeast Asia
Director February 2022 No
Xiufeng Development Investment Co., Ltd.
Minister of
Financial
Management
Liu
China Merchants Group Co., Limited Department December 2020 Yes
Weiwu
(Property
Right
Department)
Independent
Liu China Aerospace Science and Technology
non-executive June 2018 Yes
Weiwu Corporation
director
Liu No
Liaoning Port Group Director March 2021
Weiwu
China Merchants Chongqing
Liu
Communications Technology Research & Director March 2021 No
Weiwu
Design Institute Co., Ltd.
Liu China Merchants Taiping Bay
Director March 2021 No
Weiwu Development Investment Co., Ltd.
Liu China Merchants International Finance No
Director March 2021
Weiwu Co., Ltd.
Liu China Merchants Industry Holdings Co., No
Director March 2021
Weiwu Ltd.
Liu
China Merchants Group Finance Co., Ltd. Director March 2021 No
Weiwu
Liu China Merchants Zhangzhou
Director March 2021 No
Weiwu Development Zone Co., Ltd.
Liu China Merchants Expressway Network &
Director April 2021 No
Weiwu Technology Holdings Co., Ltd.
Liu Executive No
China Merchants Shared Service Co. Ltd. April 2021
Weiwu director
Liu No
China Merchants Securities Co., Ltd. Director June 2021
Weiwu
Non-
Liu China Merchants Life Insurance Company
executive June 2021 No
Weiwu Limited
director
Liu No
Sinotrans Limited Director June 2021
Weiwu
Liu China Merchants Port Investment No
Director June 2021
Weiwu Development Company Limited
Liu No
China Merchants Union(BVI)Limited Director October 2021
Weiwu
Liu China Merchants Testing Technology No
Director November 2021
Weiwu Holdings Ltd.
72
China Merchants Port Group Co., Ltd. Annual Report 2021
Minister of
Transportatio
n & Logistics
Division/
Song
China Merchants Group Co., Limited Minister of August 2018 No
Dexing
the
Headquarters
of the Group
in Beijing
Director of
Song Transportatio
China Merchants Group Co., Limited May 2019 No
Dexing n & Logistics
Business
Song
SINOTRANS&CSC GM June 2016 Yes
Dexing
Song Executive
SINOTRANS&CSC September 2016 Yes
Dexing director
Song Executive
Sinotrans Limited December 2016 No
Dexing director
Vice
Song
Sinotrans Limited Chairman of June 2018 No
Dexing
the Board
Vice
Song China Merchants Energy Shipping Co.,
Chairman of August 2018 No
Dexing Ltd.
the Board
Song
Liaoning Port Group Director September 2019 No
Dexing
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
Yan
Terminal Link S.A.S. Director November 2021 No
Gang
Vice
Lu
Tin-can Island Container Terminal Ltd Chairman of July 2019 No
Yongxin
the Board
Lu Chairman of
LOME CONTAINER TERMINAL S.A. November 2019 No
Yongxin the Board
Lu Kumport Liman Hizmetleri ve Lojistik Chairman of
December 2019 No
Yongxin San. ve Tic. A.. the Board
73
China Merchants Port Group Co., Ltd. Annual Report 2021
Lu
Terminal Link S.A.S. Director March 2020 No
Yongxin
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
Zhang
Dalian Port Group Corporation Limited Director April 2019 No
Yiming
Zhang
Tianjin Port Container Terminal Co., Ltd. Director September 2021 No
Yiming
Zhang
Ningbo Zhoushan Port Company Limited Director September 2021 No
Yiming
Xu Song Liaoning Port Co., Ltd. Director November 2021 No
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.
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
74
China Merchants Port Group Co., Ltd. Annual Report 2021
Total before-
Any
tax
remuneratio
Incumbent/For remuneration
Name Office title Gender Age n from
mer from the
related
Company
party
( RMB’0,000)
Deng
Chairman of the Board Male 52 Incumbent 0 Yes
Renjie
Wang Vice Chairman of the Board
Male 51 Incumbent 69 No
Xiufeng and CEO
Liu Director Male 57 Incumbent
0 Yes
Weiwu
Song Director Male 59 Incumbent
0 Yes
Dexing
Gao Ping Independent director Male 66 Incumbent 15 No
Li Qi Independent director Female 51 Incumbent 15 No
Zheng Independent director Male 44 Incumbent
9 No
Yongkuan
Yang Chairman of the Supervisory Male 55 Incumbent
0 Yes
Yuntao Committee
Gong Female 33 Incumbent
Supervisor 58 No
Man
Xu Jia Supervisor Male 40 Incumbent 58 No
Yan Gang COO and GM Male 49 Incumbent 21 No
Tu CFO Male 56 Incumbent
101 No
Xiaoping
Lu Vice GM Male 52 Incumbent
175 No
Yongxin
Vice GM and Secretary of the
Li Yubin Male 50 Incumbent 199 No
Board
Zhang Vice GM Male 58 Incumbent
91 No
Yiming
Xu Song Vice GM Male 50 Incumbent 137 No
Liu Male Incumbent
General Counsel 48 127 No
Libing
Bai Former Vice Chairman of the
Male 56 Former 165 No
Jingtao Board and CEO
Yan Shuai Former Director Male 49 Former 0 Yes
Su Jian Former Director Male 50 Former 0 Yes
Former Director, COO and
Zhang Yi Male 51 Former 131 No
GM
Wang Former Independent director Male 55 Former
6 No
Zhenmin
Liu Former Chairman of the Male 50 Former
0 Yes
Yingjie Supervisory Committee
Hu Qin Former Supervisor Female 55 Former 0 Yes
Zheng Former Vice GM Male 59 Former
96 No
Shaoping
Huang Former Vice GM and
Male 39 Former 7 No
Chuanjing Secretary of the Board
Total -- -- -- -- 1,480 --
Note: the above total remuneration has been rounded off.
75
China Merchants Port Group Co., Ltd. Annual Report 2021
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 1st
The meeting deliberated and passed:
Extraordinary
1. Proposal on Adjusting the Exercise Price of the First Grant under the Stock
Meeting of the 29 January 30 January
Option Incentive Plan (Phase I);
10th Board of 2021 2021
2. Proposal on the Grant of Stock Option (the Reserved) to Incentive Objects
Directors in
of the Stock Option Incentive Plan (Phase I)
2021
The meeting deliberated and passed:
1. Proposal on the 2020 Report on the Work of the Board of Directors;
2. Proposal on the 2020 Report on Business Operations;
3. Proposal on the 2020 Report on Financial Accounts;
4. Proposal on the 2020 Profit Distribution and Dividend Payout Plan;
5. Proposal on the Annual Report 2020 and Abstract;
6. Proposal on the 2020 Corporate Social Responsibility Report;
7. Proposal on the 2020 Annual Internal Control Evaluation Report;
8. Proposal on the 2020 Summary Report on Legal and Compliance Work;
9. Proposal on 2021 Fixed Assets Investment Plan;
10. Proposal on the Confirmation of the Continuing Related-Party
Transactions in 2020 and the Estimation of Such Transactions in 2021;
11. Proposal on the Related-Party Transactions Regarding Making Deposits in
and Obtaining Loans from China Merchants Bank in 2021;
The 3rd Meeting 12. Proposal on Confirming External Guarantee Progress of the Company in
31 March
of the 10th Board 29 March 2021 2020 and the Expected New External Guarantee Line in the Next 12 Months;
2021
of Directors 13. Proposal on Bank Credit Line and Financing Plan for Financial Institutions
in 2021;
14. Proposal on Reviewing the General Authorization of the Company to Issue
Bond Products;
15. Proposal on the Risk Assessment Report of China Merchants Group
Finance Co., Ltd. Dated 31 December 2020;
16. Proposal on the Special Audit Report of the 41.85% Shareholder's Equity
Impairment Test of China Merchants Port Holdings Company Limited on 31
December 2020;
17. Proposal on the Special Report on Deposit and Usage of Raised Fund in
2020;
18. Proposal on Renewal of Appointment of Accounting Firm for 2021;
19. Proposal on the By-election of Director;
20. Proposal on the Renewal of Liability Insurance for Directors, Supervisors
and Senior Management;
The 2nd
Extraordinary
Meeting of the The meeting deliberated and passed:
13 April 2021 14 April 2021
10th Board of Proposal on the Appointment of Secretary of the Board
Directors in
2021
The meeting deliberated and passed:
The 3rd
1. Proposal on the First Quarter Report 2021;
Extraordinary
2. Proposal on Related-Party Transaction regarding Conducting Entrusted
Meeting of the
28 April 2021 30 April 2021 Wealth Management with Self-Owned Idle Funds;
10th Board of
3. Proposal on Adjustment of Providing Financial Aid by Majority-owned
Directors in
Subsidiaries;
2021
4. Proposal on the Revisions to the Management System on Inside Information
76
China Merchants Port Group Co., Ltd. Annual Report 2021
and Insiders;
5. Proposal on the Schedule and Agenda of the 2020 Annual General Meeting
The 4th
Extraordinary The meeting deliberated and passed:
Meeting of the 1. Proposal on the Appointment of Chief Financial Officer and Vice General
17 May 2021 18 May 2021
10th Board of Manager;
Directors in 2. Proposal on the By-election of Independent Director
2021
The 5th
Extraordinary
The meeting deliberated and passed:
Meeting of the
30 June 2021 1 July 2021 Proposal on the Revisions to the Information Disclosure Management Rules
10th Board of
for the Inter-bank Debt Financing Instrument
Directors in
2021
The meeting deliberated and passed:
1. Proposal on the Company Meeting the Conditions for Non-public Offering
of A-Shares;
2. Proposal on the Company's Non-public Offering of A-Shares;
3. Proposal on the Plan for the Company's Non-public Offering of A-Shares;
4. Proposal on the Signing of Conditional Share Subscription Agreement and
Related-Party Transaction between the Company and Specified Objects;
5. Proposal on the Introduction of Strategic Investor and the Signing of a
Conditional Strategic Cooperation Framework Agreement;
6. Proposal on Related-Party Transactions regarding the Company's Non-
public Offering of A-Shares;
The 6th
7. Proposal on the Feasibility Analysis Report on the Usage of Funds Raised
Extraordinary
by the Company's Non-public Offering of A-Shares;
Meeting of the
13 July 2021 14 July 2021 8. Proposal on the Report on the Use of the Fund Raised by the Company in
10th Board of
the Previous Round;
Directors in
9. Proposal on Risk Warning and Mitigation Measures for Diluted Immediate
2021
Returns from the Company's Non-public Offering of A-Shares;
10. Proposal on the Company's Shareholder Return Plan for the Next Three
Years (2021-2023);
11. Proposal on Requesting the General Meeting of the Company to Authorize
the Board of Directors and relevant Authorized Persons of the Board of
Directors to Handle all Matters related to the Non-public Offering of A-
Shares;
12. Proposal on the Company as a Strategic Investor Subscribing to the Non-
public Offering of Shares of Ningbo Zhoushan Port Company Limited and
Related-Party Transaction;
13. Proposal on Holding a General Meeting at a Later Date of the Company
The 7th
Extraordinary
The meeting deliberated and passed:
Meeting of the 23 August 24 August
1. Proposal on the By-election of Mr. Wang Xiufeng as a Director;
10th Board of 2021 2021
2. Proposal on the Appointment of Chief Executive Officer
Directors in
2021
The meeting deliberated and passed:
1. The Proposal on the Semi-Annual Report 2021 and Abstract;
2. Proposal on the Risk Assessment Report of China Merchants Group Finance
Co., Ltd. Dated 30 June 2021;
The 4th Meeting
30 August 31 August 3. Proposal on the Special Report on Deposit and Usage of Raised Fund in H1
of the 10th Board
2021 2021 2020;
of Directors
4. Proposal on Establishment of a New Wholly-owned Subsidiary in Hong
Kong and Adjustment of the Shareholding Structure of the Subsidiary;
5. Proposal on Adjustment of the Amount of Deposits and Loans in China
Merchants Bank and Related-Party Transaction;
77
China Merchants Port Group Co., Ltd. Annual Report 2021
6. Proposal on Convening the Company's 1st Extraordinary General Meeting
in 2021
The 8th
The meeting deliberated and passed:
Extraordinary
1. Proposal on the Report on the Use of the Fund Raised by the Company in
Meeting of the 8 September 9 September
the Previous Round;
10th Board of 2021 2021
2. Proposal on Supplementary Agreement for the Majority-owned Subsidiary
Directors in
to Enter into Franchise Lease Agreement
2021
The 9th
Extraordinary
The meeting deliberated and passed:
Meeting of the 27 September 28 September
Proposal on the Election of Mr. Wang Xiufeng as the Vice Chairman of the
10th Board of 2021 2021
10th Board of Directors
Directors in
2021
The 10th
Extraordinary
Meeting of the 28 October The meeting deliberated and passed:
-
10th Board of 2021 Proposal on the Third Quarter Report 2021
Directors in
2021
The 11th The meeting deliberated and passed:
Extraordinary 1. Proposal on the By-election of Mr. Yim Kong as a Director;
Meeting of the 3 November 4 November 2. Proposal on the Appointment of Chief Operating Officer and General
10th Board of 2021 2021 Manager
Directors in 3. Proposal on Convening the Company's 2nd Extraordinary General
2021 Meeting in 2021
The 12th
Extraordinary The meeting deliberated and passed:
Meeting of the 3 December 4 December Proposal on Transferring 49% Equity of the Joint Stock Company Zhanjiang
10th Board of 2021 2021 Merchants Port City Investment Co., Ltd. to a Related Party and Related
Directors in Party Transaction
2021
The 13th
Extraordinary The meeting deliberated and passed:
Meeting of the 23 December 25 December 1. Proposal on the Implementation of the Functions and Powers of the Board
10th Board of 2021 2021 of Directors;
Directors in 2. Proposal on the Use of Idle Raised Funds for Cash Management
2021
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
Deng Renjie 15 2 13 0 0 No 2
Wang
5 0 5 0 0 No 1
Xiufeng
Liu Weiwu 10 1 9 0 0 No 2
Song Dexing 15 2 13 0 0 No 2
78
China Merchants Port Group Co., Ltd. Annual Report 2021
Gao Ping 15 2 13 0 0 No 2
Li Qi 15 2 13 0 0 No 2
Zheng
10 1 9 0 0 No 2
Yongkuan
Bai Jingtao 7 1 6 0 0 No 1
Yan Shuai 15 2 13 0 0 No 2
Su Jian 1 0 1 0 0 No 0
Zhang Yi 7 1 6 0 0 No 1
Wang
5 1 4 0 0 No 1
Zhenmin
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
Deng Renjie, Wang Xiufeng, Yan Shuai, Song Dexing, Gao Deng
1 Strategy Committee
Ping, Li Qi Renjie
2 Audit Committee Li Qi, Liu Weiwu, Zheng Yongkuan Li Qi
79
China Merchants Port Group Co., Ltd. Annual Report 2021
Nomination,
3 Remuneration and Gao Ping, Deng Renjie, Zheng Yongkuan Gao Ping
Evaluation Committee
Othe
r
infor Details
Number mati about
of on matter
meeting Date of the abou s with
Committee Member Meeting Contents
s meeting t the objecti
convene perf ons
d orm (if
ance any)
of
duty
The meeting reviewed: 1.
Proposal on Report on the
The 1st Meeting of the Performance of Duty by the Una
Strategy Committee of Strategy Committee of the nim
29 March 2021 None
the 10th Board of Board of Directors in 2020; 2. ous
Directors for 2021 Proposal on the Company's vote
Five-year Strategic Plan for
Deng
2021-2025
Renjie, Bai
Strategy The meeting reviewed: 1.
Jingtao, Yan
Committee Proposal on the Introduction
Shuai, Song
of the 2 of Strategic Investor and the
Dexing,
Board of Signing of a Conditional
Zhang Yi,
Directors Strategic Cooperation
Gao Ping, Li The 1st Meeting of the Una
Framework Agreement; 2.
Qi Strategy Committee of nim
13 July 2021 Proposal on the Company as None
the 10th Board of ous
a Strategic Investor
Directors for 2021 vote
Subscribing to the Non-
public Offering of Shares of
Ningbo Zhoushan Port
Company Limited and
Related-Party Transaction;
The meeting reviewed: 1.
Proposal on the Report on
Performance of Duty by the
Audit Committee of the
Board of Directors in 2020; 2.
Proposal on Work Report of
Audit The 1st Meeting of the Accounting Firm for 2020; 3.
Una
Committee Audit Committee of Proposal on the Financial
Li Qi, Wang nim
of the 5 29 March 2021 the 10th Board of Report of 2020; 4. Proposal None
Zhenmin ous
Board of Directors for 2021 on Renewal of Appointment
vote
Directors of Accounting Firm for 2021;
5. Proposal on Anti-fraud
Risk Assessment Report for
2020; 6. Proposal on Internal
Auditing Report for 2020; 7.
Proposal on Internal Auditing
Plan for 2021; 8. Proposal on
80
China Merchants Port Group Co., Ltd. Annual Report 2021
Inspection Report on the
Deposit and Usage of Raised
Fund in 2020; 9. Proposal on
the 2020 Legal Compliance
Work Report
The meeting reviewed: 1.
Proposal on Internal Audit
The 2nd Meeting of the
Report for the First Quarter Una
Audit Committee of
of 2021; 2. Proposal on nim
28 April 2021 the 10th Board of None
Inspection Report on the ous
Directors for 2021
Deposit and Usage of Raised vote
Fund in the First Quarter of
2021;
The meeting reviewed: 1.
Proposal on Financial Report
for H1 2021; 2. Proposal on
Internal Audit Report for the
Second Quarter of 2021; 3.
Proposal on Inspection
The 3rd Meeting of the
Report on the Deposit and Una
Audit Committee of
Usage of Raised Fund in H1 nim
27 August 2021 the 10th Board of None
2021; 4. Proposal on ous
Directors for 2021
Inspection Report on the vote
Provision of Guarantees,
Related-Party Transactions,
Securities Investment and
Derivatives Transactions and
the Provision of Financial
Assistance
Li Qi, Liu
The meeting reviewed: 1.
Weiwu,
Proposal on Internal Audit
Zheng
The 4th Meeting of the Report for the Third Quarter Una
Yongkuan
Audit Committee of of 2021; 2. Proposal on nim
28 October 2021 None
the 10th Board of Inspection Report for the ous
Directors for 2021 Deposit and Usage of Raised vote
Fund for the Third Quarter of
2021
Mee
ting
and
com
The 5th Meeting of the Meet with accountants to
mun
29 December Audit Committee of negotiate the schedule for the
icati None
2021 the 10th Board of audit of the 2021 Annual
on
Directors for 2021 Financial Report
with
acco
unta
nts
The meeting reviewed: 1.
Nominatio
The 1st Meeting of the Proposal on Performance of
n, Gao Ping,
Nomination, Duty by the Nomination, Una
Remunerat Deng
Remuneration and Remuneration and nim
ion and Renjie, 5 29 March 2021 None
Evaluation Committee Evaluation Committee of the ous
Evaluation Wang
of the 10th Board of Board of Directors in 2020; vote
Committee Zhenmin
Directors for 2021 Proposal on the
of the
Remuneration of the
81
China Merchants Port Group Co., Ltd. Annual Report 2021
Board of Directors, Supervisors and
Directors Senior Management in 2020;
3. Proposal on the Inspection
of Director Candidates
The 2nd Meeting of the
Nomination, Una
The meeting reviewed:
Remuneration and nim
13 April 2021 Proposal on the Appointment None
Evaluation Committee ous
of Secretary of the Board
of the 10th Board of vote
Directors for 2021
The meeting reviewed: 1.
The 3rd Meeting of the
Proposal on the Appointment
Nomination, Una
of Chief Financial Officer
Remuneration and nim
17 May 2021 and Vice General Manager; None
Evaluation Committee ous
2. Proposal on the Inspection
of the 10th Board of vote
of Candidates for
Directors for 2021
Independent Director
The 4th Meeting of the
The meeting reviewed: 1.
Nomination, Una
Proposal on the Inspection of
Remuneration and nim
23 August 2021 Director Candidates; 2. None
Evaluation Committee ous
Gao Ping, Proposal on the Appointment
of the 10th Board of vote
Deng of Chief Executive Officer
Directors for 2021
Renjie,
The 5th Meeting of the The meeting reviewed: 1.
Zheng
Nomination, Proposal on the Inspection of Una
Yongkuan
3 November Remuneration and Director Candidates; 2. nim
None
2021 Evaluation Committee Proposal on the Appointment ous
of the 10th Board of of Chief Operating Officer vote
Directors for 2021 and General Manager
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.
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 328
period
Number of in-service employees of major
15564
subsidiaries as at the end of the period
Total number of in-service employees 15892
Total number of paid employees in the
15892
Reporting Period
82
China Merchants Port Group Co., Ltd. Annual Report 2021
Number of retirees to whom the Company as the
parent or its major subsidiaries need to pay 9528
retirement pensions
Functions
Function Employees
Production 8515
Sales 602
Technical 3543
Financial 563
Administrative 2669
Total 15892
Educational backgrounds
Educational background Employees
Master’s degree and above 577
Bachelor’s degree 4115
Junior college 4098
Technical secondary school and below 7102
Total 15892
2. Employee Remuneration Policy
The Company followed the principle of efficiency first, consideration of impartiality, and sustainable
development in its remuneration management. It continued to pay attention to the global economic
trend, and implemented dynamic compensation management strategy based on market trends and
corporate efficiency factors to ensure its market competitiveness in employee remuneration. In 2021,
the Company continued to promote the development of incentive mechanism by combining short-
term incentive with medium - and long-term incentive, and adopting complementary cash incentive
and equity incentive. On the basis of the promotion and application of HR-MAX intelligent personnel
management platform, the Company improved the evaluation and incentive mechanism, strengthened
the connection with evaluation, applied evaluation results scientifically, adhered to the performance-
oriented market-oriented income distribution concept, stimulated employees' potential and creativity,
and further improved the efficiency of resource allocation. Employee remuneration adjustment and
bonus distribution are connected with company benefit and individual performance to improve the
effectiveness and accuracy of remuneration incentives and promote the continuous improvement in
organizational performance. In 2021, the Company introduced a performance-related remuneration
scheme for strategic assessment, whereby deferred bonuses for senior management and middle
management were paid based on the results of strategic assessment. This aimed to guide the
Company's medium - and long-term development and support the achievement of its strategic goals.
Efforts were made to promote the phased implementation of equity incentive scheme, and explore
the development of an incentive mechanism for scientific and technological innovation talent. A
83
China Merchants Port Group Co., Ltd. Annual Report 2021
mechanism for sharing of profits and risks among the Company and its shareholders and employees
was created.
In 2021, the COVID-19 reoccurred from time to time, and the pandemic control situation remained
grim. The Company coordinated the regular pandemic prevention and control and its operation and
development. While striving to achieve the production and operation goals, it truly gave meticulous
care for employees and fulfilled corporate social responsibility to minimize the impact of the
pandemic. Online and offline professional medical teams offered consulting services. The Company
cared for the physical and mental health of front-line COVID-19 prevention and control staff in an
all-round manner through multiple channels. The special credit line was used to subsidize overtime
work and other related work, and a plan was made to subsidize pandemic prevention and control for
expatriate employees who were fighting against the pandemic overseas on the front line. More
incentives were granted to front-line staff engaging in pandemic prevention and control. Advanced
models in pandemic prevention and control were commended. In 2021, the Company also launched
the construction of overseas employees' health management platform. Through systematic
management, online consultation, evaluation reminder, file storage, data query and other functions
were realized to comprehensively guarantee the physical and mental health of overseas employees.
3. Employee Training Plans
Focusing on its talent development strategy and business development needs, the Company is
dedicated to creating a platform for the development and promotion of global port professionals,
provides domestic and foreign employees with learning opportunities, opens channels for global
career development and helps employees to keep improving themselves with the development of the
Company. Meanwhile, it provides its peers with opportunities of coming to China for exchange to
share knowledge and values.
In 2021, the Company overcame the impact of the reoccurring COVID-19 to carry out talent training
mainly in online way with offline training as a supporting way. It conducted various training programs
by combining online live streaming, online courses and offline intensive training to speed up the
construction of the Company's talent at four major levels. Major projects include 2021 Young Cadre
Class Project (Phase IV), Phrase III Maritime Silk Road Elite Training Program, Financial Elite
Talent Training Plan, Internal Trainer Training and others. These projects vigorously promoted the
Company's construction of management talent, overseas talent, professional talent echelon, enhanced
the brand value, strengthened and improved the Company's internal training system construction.
84
China Merchants Port Group Co., Ltd. Annual Report 2021
In 2021, the Company also made great progress in exploring more talent development opportunities
in deepening college-enterprise cooperation. CM Port Group and Shenzhen Polytechnic continued to
strengthen cooperation. By introducing training programs and signing management consulting
contracts, they provided practical training services for the college's trainees in the port industry. In
the future, with the help of the platform of China Merchants Port International Exchange College, in-
depth exploration will be made in personnel training, industry-education integration and other aspects.
In 2021, the Company gathered strong transportation schools, professional teachers and international
young talent in transportation for the first time, and successfully held the 9th "China Merchants C-
Blue Training Program". It provided a sustainable development learning platform for outstanding
international students and outstanding youth in the field of transportation in China, promoted the
common aspiration of the people, economic development and social progress of countries along the
Belt and Road, and expanded the brand influence and circle of friends for investment, which laid the
foundation for integrated and win-win development.
Meanwhile, the online platform was fully applied to the training for the Company and its subsidiaries.
All members utilized the online platform to produce livestreaming and online courses and develop
internal quality courses. As a result, the coverage of training during the pandemic was expanded.
Companies deepened collaboration in training. Internal training across the Group was strongly
promoted.
4. Labor Outsourcing
Total man-hours (hour) N/A
Total remuneration paid (RMB) 1,399,573,359.28
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 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
85
China Merchants Port Group Co., Ltd. Annual Report 2021
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
Independent directors faithfully performed their duties
Yes
and played their due role
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) 4.3
Bonus issue from capital reserves (share/10 shares) 0
Share base (share) 1,922,365,124
Total cash dividends (RMB) (tax inclusive) 826,617,003.32
Cash dividends in other forms (such as share
0.00
repurchase) (RMB)
Total cash dividends (including other forms)
826,617,003.32
(RMB)
Distributable profits (RMB) 2,729,507,111.31
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 2021 stood at RMB2,685,829,204.07 and the net profit of the Company as the parent at RMB1,087,072,210.89.
(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. If the cumulative amount of the company's
statutory reserve fund is more than 50% of the company's registered capital, it may not be withdrawn. After this withdrawal, the
cumulative amount of legal surplus reserve has reached 50% of the registered capital, and the company will not continue to withdraw
legal surplus reserve. The accumulative distributable profit of the Company as the parent at the end of 2021 was
RMB2,729,507,111.31.
(2) Base on the total 1,922,365,124 shares as at the end of 2021, a cash dividend of RMB4.30 (tax included) is to be distributed for
every 10 shares, totaling RMB826,617,003.32.
After the above-mentioned distribution, the retained earnings of the Company as the parent will be RMB1,902,890,107.99.
The above profit distribution plan still needs to be submitted to the 2021 Annual General Meeting for approval.
86
China Merchants Port Group Co., Ltd. Annual Report 2021
XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for
Employees
1. The Company is implementing the stock option incentive plan, and the review and approval
procedures carried out in connection with the Stock Option Incentive Plan are as follows:
(1) At the 1st Extraordinary Meeting of the 10th Board of Directors in 2021 and the 1st Extraordinary
Meeting of the 10th Supervisory Committee in 2021 held on 29 January 2021, the Proposal on
Adjusting the Exercise Price of the First Grant under the Stock Option Incentive Plan (Phase I) and
the Proposal on the Grant of Stock Option (the Reserved) to Incentive Objects of the Stock Option
Incentive Plan (Phase I) of the Company were considered and approved respectively. The Supervisory
Committee reviewed the list of incentive objects for the reserved stock options under the Stock Option
Incentive Plan (Phase I) on the grant date, and independent directors expressed independent opinions.
Refer to the relevant announcements (Announcement No. 2021-007, No. 2021-008) disclosed on
www.cninfo.com.cn for details.
(2) On 9 February 2021, the Company disclosed the Announcement on Notes of the Supervisory
Committee on the Review and Publicity of the List of Incentive Objects for the Reservation under the
Stock Option Incentive Plan (Phase I) (Announcement No. 2021-009). The Company published the
names and positions of the incentive objects for reserved stock options in its internal OA system from
29 January 2021 to 8 February 2021. By the end of the publicity, the Company’s Supervisory
Committee had not received any objection against the incentive objects for reserved stock options.
Refer to the relevant announcement (Announcement No. 2021-009) disclosed on www.cninfo.com.cn
for details.
2. Equity Incentives for Directors, Supervisors and Senior Management in the Reporting Period:
On 3 February 2020, the Company held the 1st Extraordinary General Meeting of 2020, at which the
following matters were reviewed and approved: Stock Options Incentive Plan (Draft) and its Abstract,
Stock Options Incentive Plan (Phase I) (Revised Draft) and its Abstract, Management Method for
Stock Options Incentive Plan, Examination Method for Implementation of Stock Options Incentive
Plan and Proposal on Authorization to the Board to Handle Matters in Relation to Stock Options
87
China Merchants Port Group Co., Ltd. Annual Report 2021
Incentive. The details about the stock options granted to directors and senior management of the
Company in the incentive plan are as follows:
Share
options
As % of total As % of total share
No. Name Office title granted
granted capital
(’0,000
shares)
Lu
1 Vice GM 24.0 1.35% 0.012%
Yongxin
Vice GM and Secretary of
2 Li Yubin 24.0 1.35% 0.012%
the Board
At the 1st Extraordinary Meeting of the 10th Board of Directors in 2021 and the 1st Extraordinary
Meeting of the 10th Supervisory Committee in 2021 held on 29 January 2021, Proposal on the Grant
of Stock Option (the Reserved) to Incentive Objects of the Stock Option Incentive Plan (Phase I) of
the Company was considered and approved respectively. The stock options granted to directors and
senior management of the Company for the incentive plan are as follows:
Share
options
As % of total As % of total share
No. Name Office title granted
granted capital
(’0,000
shares)
1 Xu Song Vice GM 24.0 1.35% 0.012%
2 Liu Libing General Counsel 5.0 0.29% 0.003%
3. Appraisal of and Incentive for Senior Management
In 2021, the Company took the tenure system and contractual management as an opportunity to
realize comprehensive coverage, and strengthened the assessment for 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 managers based on the factors including operation
status, position served and assessment results, and determines the performance bonus of managers
through the factors including annual comprehensive ability assessment, annual key performance
indicators appraisal and three-year strategic appraisal results.
The Company strives to be "superior to the market average and peers" regarding as the assessment
and distribution of performance bonuses for senior executives. Senior executives are expected to
compare with themselves chronologically and with their peers horizontally. Short-term KPI
88
China Merchants Port Group Co., Ltd. Annual Report 2021
assessment and long-term strategy assessment complement each other. The comprehensive
assessment results of corporate performance are linked with the performance bonuses of senior
executives so as to give full play to the incentive and guiding effects of remuneration. Accordingly,
senior executives pay attention to the short-term performance in the current period or year and the
mid- and long-term development of the Company.
4. Employee Stock Ownership Plans
□ Applicable √ Not applicable
5. 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
(1) Establishment of internal control system
One unit was newly included as one of the ninth batch of units in 2021. As of 31 December 2021, a
total of 25 units have been included in the risk control system to evaluate, covering all enterprises
controlled by the Company. Based on the personnel changes of the Company and its subsidiaries, the
list of members of the leading group and working group for risk management and internal control
self-assessment was adjusted.
(2) Further Improvement in coverage of internal control evaluation process
In 2021, 22 subsidiaries included in the Company’s internal control system to self-evaluate as the
first to eighth batch of units have completed the sorting out of all 12 business processes so as to make
the internal control evaluation cover the core business of the Company; Ningbo Daxie China
Merchants International Container Terminal Co., Ltd., newly added as one of the ninth batch of
subordinate units, the combing of 8 core processes (production management, sales and marketing,
outsourcing management, contract management, procurement management, capital management,
information system and project management) and preparing of the process manual have been
completed to make the internal control process compliant.
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China Merchants Port Group Co., Ltd. Annual Report 2021
(3) Carrying out the establishment and evaluation of internal control system on a regular basis
As of 31 December 2021, all units have renewed their internal control self-evaluation working papers
in accordance with the annual internal control evaluation plan and changes in business process and
carried out the internal control self-evaluation work on a quarterly basis. The internal control working
group of the Company has reviewed the internal control working papers submitted by each unit and
notified the problems existing in the self-evaluation of each unit.
(4) Completing the internal control as planned
The Company has prepared the Report of China Merchants Port Group Co., Ltd. on Internal Control
System Evaluation of 2021. At the same time, it has cooperated with the external internal control
audit project team to complete the internal control audit and obtained the internal control audit report
on time. The Company worked out the “Three-year Full Coverage” work plan for supervising and
inspecting internal control systems for all subsidiaries incorporated into the Company’s internal
control system and intended to conduct the supervision and inspection of eight units of them in 2021.
As of 31 December 2021, the supervision and inspection on the internal control system of nine
subsidiaries have been completed with the internal control evaluation defect lists.
2. Material Internal Control Weaknesses Identified for the Reporting Period
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.
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China Merchants Port Group Co., Ltd. Annual Report 2021
XIV Internal Control Self-Evaluation Report and Independent Auditor’s Report on Internal
Control
Disclosure date of the internal control self-evaluation report 31 March 2022
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 97.73%
Evaluated entities’ combined operating revenue as % of consolidated operating revenue 99.44%
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, the strategic goals,
found and made investment direction, investment direction, investment direction,
and business structure, and business structure, and business structure,
rectification, the defect
commercial modeled. commercial modeled. commercial modeled.
or defect group are which completely which unable to support which completely can't
recognized as unable to support the the realization of fully support the
significant defects: realization of strategic strategic goals at a larger realization of strategic
goals extent goals
(1) Malpractices of Strategy implementation Strategy implementation Strategy implementation
directors, supervisors is blocked, almost all is blocked, most of is blocked, part of
and senior indicators of strategy indicators of strategy indicators of strategy
management: implementation cannot implementation cannot implementation cannot
completed as planned completed as planned completed as planned
(2) The Company make Lead to break off of Lead to break off of Some daily business is
correction to the common common influenced, lead to break
Nature
financial report issued; business/service or it business/service or it off of common
standard
takes half year or above takes three months or business/service or it
(3) Certified Public to recover the break off half year below to takes three months
Accountant find that of common recover the break off of below to recover the
there is a significant business/service common break off of common
error in the financial business/service business/service
Badly damage the In a large extent, damage damage the working
report, however, the working enthusiasm of the working enthusiasm enthusiasm of all the
internal control did not all the employees, will of all the employees, employees, reduce work
discover it when give rise to large scale reduce work efficiency, efficiency, have some
conducting internal group events or heavy have greatly adverse adverse effect to
damage to enterprises effect to enterprises enterprises culture and
control; culture and enterprises culture and enterprises enterprises cohesion
(4) The Audit cohesion cohesion
Committee under the The employee's ability The employee's ability The employee's ability
Board and Internal and professional skills and professional skills in and professional skills in
Audit Service's universally cannot meet some significant fields some fields cannot meet
supervision to the the enterprise cannot meet the the enterprise
internal control is development needs by a enterprise development development
invalid. large margin needs
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China Merchants Port Group Co., Ltd. Annual Report 2021
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 was the net profits attributable to the parent Company's
shareholders in the consolidated financial statements audited in last year.
Great defect Significant defect Common defect
Have a significant Have a greater adverse Have an adverse impact
adverse impact on the impact on the asset on the asset turnover
asset turnover ability, turnover ability, which ability, which lead to
which lead to total asset lead to total asset total asset turnover rate
turnover rate lowed 20% turnover rate lowed10% lowed10% below
above (Including to 20% (Including
The judging standard
was the net profits 20％） 10%）
attributable to the Had significant adverse Had larger adverse Had adverse impact to
parent Company's impact to the annual impact to the annual the annual operation
shareholders in the operation profits or operation profits or profits or cause decrease
consolidated financial cause decrease of annual cause decrease of annual of annual operation
statements audited in operation profits when at operation profits when at profits when at 1%
last year. Misstatement 5% (including 5%) 1% (including 1%) to below of judging
above of judging 5% judging standard standard
Quantitative amount ≥ 5% above of
standard judging standard was standard
great defect; 5% Had significant adverse Had larger adverse Had adverse impact to
judging standard ＞1% impact to decrease of impact to decrease of decrease of inflow of
misstatement amount inflow of total cash flow inflow of total cash flow total cash flow or
was significant defect; or increase of outflow or increase of outflow increase of outflow total
misstatement amount 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
＜1% below of judging
above of judging 10% above of judging standard
standard was general
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
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China Merchants Port Group Co., Ltd. Annual Report 2021
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
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 2021 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 31 March 2022
Index to such report disclosed For details, see www.cninfo.com.cn
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China Merchants Port Group Co., Ltd. Annual Report 2021
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
During the Reporting Period, the Company organized relevant departments to conduct self-inspection
on corporate governance issues and completed the Special Self-Inspection List in accordance with
the requirements of the Announcement on Launching a Special Campaign to Improve the Governance
of Listed Companies issued by the CSRC. The self-inspection results showed that the overall
corporate governance met the requirements, and no major problems that needed to be remedied were
identified.
The Company identified a total of 69 internal control defects in 2019 and 66 internal control defects
in 2020, all of which are general defects. All responsible departments and subordinate units have
made remediation plans for the defects in internal control identified and implemented remediation in
time according to the Company's internal control management requirements. The above-mentioned
internal control defects have been remedied on time, and all defects have been remedied before 30
June 2021. The Company has established a relatively perfect internal control management mechanism,
and adopted measures such as incompatible job separation control, authorization and approval control,
accounting system control, property protection control and budget control to prevent major internal
control defects.
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China Merchants Port Group Co., Ltd. Annual Report 2021
Part V Environmental and Social Responsibility
I Major Environmental Issues
1. Pollution Discharge
Name
of the
Total
compan Names of Outl
Outlet Discharge Pollutant Total discharg
y or major and Discharge et Excessive
distributi concentratio discharge disch e
subsidi characteristic method quan discharge
on n standards arge approve
ary pollutants tity
d
compan
y
Particulate Plant Discharge No excessive
Unorganized -- 0.055mg/m3 -- --
matters boundary Limits of discharge
Plant Air No excessive
SO2 Unorganized -- 0.008mg/m3 -- --
boundary Pollutants discharge
Plant (DB44/27- No excessive
Oxynitride Unorganized -- 0.007mg/m3 -- --
boundary 2001) discharge
No excessive
PH No efflux -- -- 8.27 -- --
discharge
Suspended No excessive
No efflux -- -- 6mg/L -- --
substances Level-1 discharge
Chemical standards
oxygen for the 2nd No excessive
No efflux -- -- 8mg/L -- --
The demand time discharge
first (COD) interval of
branch Five-day Discharge
of biochemical Limits of
Zhanjia No excessive
oxygen No efflux -- -- 2.6mg/L Water -- --
ng Port discharge
demand Pollutants
(Group) (BOD5) (DB44/26-
Co., Ammonia- 2001) No excessive
Ltd. No efflux -- -- 0.108mg/L -- --
nitrogen discharge
No excessive
Petroleum No efflux -- -- 0.06mg/L -- --
discharge
Emission
Standard
Daytime: for Noise
(56.7-63.8) of
Noise (plant Plant db Industrial No excessive
Unorganized -- -- --
boundary) boundary Nighttime: Enterprise discharge
(47.3-53.1) s at
db Boundary
(GB12348
-2008)
Particulate Plant Discharge No excessive
Unorganized -- 0.094mg/m3 -- --
matters boundary Limits of discharge
Plant Air No excessive
The SO2 Unorganized -- 0.007mg/m3 -- --
boundary Pollutants discharge
third (DB44/27-
Plant No excessive
branch Oxynitride Unorganized -- 0.017mg/m3 -- --
boundary 2001) discharge
of
No excessive
Zhanjia PH No efflux -- -- 7.38 -- --
discharge
ng Port
(Group) Suspended No excessive
No efflux -- -- 56mg/L -- --
Co., substances discharge
Ltd. Chemical
oxygen No excessive
No efflux -- -- 89mg/L -- --
demand discharge
(COD)
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China Merchants Port Group Co., Ltd. Annual Report 2021
Ammonia- No excessive
No efflux -- -- 3.9mg/L -- --
nitrogen discharge
No excessive
Petroleum No efflux -- -- 0.07mg/L -- --
discharge
No excessive
Phosphate No efflux -- -- 0.45mg/L -- --
discharge
Level-1
standards
for the 2nd
Daytime: time
(55.8-59) db interval of
Noise (plant Plant No excessive
Unorganized -- Nighttime: Discharge -- --
boundary) boundary discharge
(46.7-48.8) Limits of
db Water
Pollutants
(DB44/26-
2001)
Emission
Standard
for Noise
Volatile
of
organic
Plant 0.31- Industrial No excessive
compounds Unorganized -- -- --
boundary 0.74mg/m3 Enterprise discharge
(plant
s at
boundary)
Boundary
(GB12348
-2008)
Two
exhaust
Discharge
outlets,
Organized Limits of
Volatile one for
and (4.55- Air 1.255 No excessive
organic 2 vehicle
discontinuous 21.6)g/m3 Pollutants 0 tons discharge
compounds loading,
discharge (DB44/27-
another
2001)
for train
loading
235.254
Emission
Standard 68 tons
Volatiliz of Air (total
Zhanjia
ng Port ation of Pollutant 168.3 approve
Volatile
Petroch storage for Bulk d No excessive
organic Unorganized -- -- 52
emical tank (33 Petroleum amount discharge
compounds tons
Termin storage Terminals
for one
al Co., tank) (GB20950
-2020) year)
Ltd.
A
Discharge
dynamic
Limits of
Volatile or static
Air 4.244 No excessive
organic Unorganized -- sealing --
Pollutants 3 tons discharge
compounds point
(DB44/27-
around
2001)
21,500
Daytime: Discharge
(60.4- Limits of
Noise (plant Plant Plant 62.3) db Air No excessive
-- -- --
boundary) boundary boundary Nighttime: Pollutants discharge
(50.5- (DB44/27-
2001)
52.6) db
Chemical Wastewa Industrial Emission
oxygen Discontinuou ter outlet, wastewater: Standard No excessive
2 -- --
demand s discharge Rainwate 43-63mg/L for Noise discharge
(COD) r outlet Rainwater: of
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China Merchants Port Group Co., Ltd. Annual Report 2021
6-45mg/L Industrial
Enterprise
s at
Boundary
(GB12348
-2008)
Industrial Discharge
wastewater: Limits of
Wastewa (0.23- Water
Ammonia-
Discontinuou ter outlet, Pollutants No excessive
nitrogen 2 0.325)mg/L -- --
s discharge Rainwate (DB44/26- discharge
(NH3-N) Rainwater:
r outlet 2001) of
(0.106- Guangdon
0.677)mg/L g Province
Industrial Discharge
wastewater: Limits of
Wastewa (0.06- Water
Discontinuou ter outlet, Pollutants No excessive
Petroleum 2 0.45)mg/L -- --
s discharge Rainwate (DB44/26- discharge
r outlet Rainwater: 2001) of
(0.06- Guangdon
0.44)mg/L g Province
Discharge
Limits of
Water
Discontinuou Wastewa Pollutants No excessive
PH 1 7.0-7.79 -- --
s discharge ter outlet (DB44/26- discharge
2001) of
Guangdon
g Province
Discharge
Limits of
Water
Suspended Discontinuou Wastewa Pollutants No excessive
1 6-7mg/L -- --
substances s discharge ter outlet (DB44/26- discharge
2001) of
Guangdon
g Province
Discharge
Limits of
Water
Total organic
Discontinuou Wastewa 5.7- Pollutants No excessive
carbon 1 -- --
(TOC)
s discharge ter outlet 13.8mg/L (DB44/26- discharge
2001) of
Guangdon
g Province
Discharge
Limits of
Water
Volatile Discontinuou Wastewa 0.01-0.284 Pollutants No excessive
1 -- --
phenols s discharge ter outlet mg/L (DB44/26- discharge
2001) of
Guangdon
g Province
Discharge
Limits of
Water
Total Discontinuou Wastewa 0.004- Pollutants No excessive
1 -- --
cyanide s discharge ter outlet 0.005mg/L (DB44/26- discharge
2001) of
Guangdon
g Province
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China Merchants Port Group Co., Ltd. Annual Report 2021
2. Construction and operation of pollution control facilities
(1) Wastewater treatment
①The first branch of Zhanjiang Port (Group) Co., Ltd. has a set of temporary rainwater collection
and treatment facilities, and the rainwater is collected and transferred to the second branch for
treatment. The domestic sewage in the port area is assigned to a qualified third party for treatment in
compliance with relevant standards, and the equipment and facilities are in normal operation. The
sewage collection and treatment system of Xiashan Port Area is under construction.
②The third branch of Zhanjiang Port (Group) Co., Ltd. has a set of temporary rainwater collection
facilities, and the rainwater is collected for watering and dust control in the port area after treatment;
while domestic sewage in the port area is assigned to a qualified third party for treatment in
compliance with relevant standards. The equipment and facilities are in normal operation. The sewage
collection and treatment system of Tiaoshun Port Area is under construction.
③Zhanjiang Port Petrochemical Terminal Co., Ltd. has two sets of wastewater treatment facilities,
and the production wastewater and initial rainwater are discharged into the sea after being treated by
wastewater treatment facilities.
The above-mentioned equipment and facilities are in normal operation.
(2) Waste gas treatment
① The first and third branches of Zhanjiang Port (Group) Co., Ltd. use water spray, water mist spray,
sprinkler and other facilities to meet the demand for dust control in mass stockpiles and working
places. To reduce dust emissions to the maximum, the stockpile is fully covered, and the dust control
management in the process of static storage and dynamic operation is strengthened. The first branch
owns a dust-free and sound-proof wall with a length of 160 meters and a height of 12 meters on the
northern boundary of the plant; and the third branch has a dust suppression wall 427 meters long and
17 meters high, a retaining wall 2.5 meters high and 3,100 meters long, and a green belt around the
port area covering 60,000 square meters. The wind and dust suppression wall of 350 meters has been
newly built.
② Zhanjiang Port Petrochemical Terminal Co., Ltd. has two sets of waste gas treatment equipment
to recover the oil and gas generated during vehicle and train loading. One set is for the recovery of
oil and gas of vehicles, with a processing capacity of 200 m/h. The other is for the recovery of oil
and gas of trains, with a processing capacity of 1200 m/h.
The above-mentioned equipment and facilities are in normal operation.
(3) Hazardous waste
The first and third branches of Zhanjiang Port (Group) Co., Ltd., and Zhanjiang Port Petrochemical
Terminal Co., Ltd. provide seven special rooms for temporary storage of hazardous waste as required,
and assign a qualified third party to transport the waste in time. This system is in normal operation.
3. Assessment of the environmental impact of construction projects and other administrative
licenses of environmental protection
According to the requirements of relevant laws and regulations, the first and third branches of
Zhanjiang Port (Group) Co., Ltd., and Zhanjiang Port Petrochemical Terminal Co., Ltd. provide
various documents such as the environmental impact report, environmental inspection and acceptance
report, and approval and licenses of environmental authorities. The reply documents include: Review
Opinions of the Current Environmental Impact Assessment Report of the First Branch of Zhanjiang
Port (Group) Co., Ltd. (Document Z.X.H.J. [2018] No. 12); Review Opinions of the Current
98
China Merchants Port Group Co., Ltd. Annual Report 2021
Environmental Impact Assessment Report of the Third Branch of Zhanjiang Port (Group) Co., Ltd.
(Document Z.H.C.J. [2018] No. 31); Environmental Impact Assessment Report of the Current Status
of Crude Oil Storage Tank Farms of Zhanjiang Port Petrochemical Terminal Co., Ltd. (Document
Z.X.H.J. [2019] No. 05); Environmental Impact Assessment Report of 1# Tank Farm Project of
Zhanjiang Port Petrochemical Terminal Co., Ltd. (Document Z.H.J.X. [2021] No. 6), etc.
4. Contingency plan for environmental emergencies
In order to earnestly implement the Emergency Response Law of the People's Republic of China,
other relevant laws, regulations and documents, and to prevent, prepare for and respond to
environmental emergencies, as well as to protect the lives and reduce property losses, Zhanjiang Port
(Group) Co., Ltd. prepares Contingency Plan for Environmental Emergencies of Zhanjiang Port
(Group) Co., Ltd. and has completed the filing of this document (Filing No.440803-2020-0036-H).
The first branch of it separately prepares Contingency Plan for Environmental Emergencies of the
First Branch of Zhanjiang Port (Group) Co., Ltd. and has completed the filing of this document
(Filing No.440803-2021-0025-M). The third branch of it also prepares its contingency plan and is
going through the filing process. Zhanjiang Port Petrochemical Terminal Co., Ltd. prepares the
Contingency Plan for Environmental Emergencies of Zhanjiang Port Petrochemical Terminal Co.,
Ltd. and has completed the filing of this document (Filing No. 440803-2021-0040-H).
5. Environmental self-monitoring program
The first and third branch of Zhanjiang Port (Group) Co., Ltd., and Zhanjiang Port Petrochemical
Terminal Co., Ltd. entrust environmental monitoring of wastewater, waste gas and noise to the
institutions with nationally recognized qualifications. With accumulated data and a scientific outlook
to further guide environmental protection, the Company strives to be an environment-friendly
enterprise which promotes social harmony.
6. Administrative penalties for environmental problems during the Reporting Period
Impact on
Name of
the
the
production
company Penalty Violation Penalty
and Remediation measures of the Company
or reason situation result
operation of
subsidiary
the
company
Company
The lessees
of Shenzhen
As required, Shenzhen Mawan Ganghang Co., Ltd. talked with the
Administrat Mawan
two lessees and established a rectification period. The Operations
ive penalties Ganghang
Shenzhen Department of Shenzhen Mawan Ganghang Co., Ltd. has improved
for Co., Ltd. did A fine of No
Mawan the sprinkler equipment and installed a vehicle washing system for
environmen not take the RMB10,0 significance
Ganghang the muck operation site within the specified period. The Quality and
tal airtight 00 influence
Co., Ltd. Safety Department of China Merchants Port Service (Shenzhen) Co.,
protection method to
Ltd. has intensified the inspection of musk dust and musk vehicle
problems load and
cleaning of Shenzhen Mawan Ganghang Co., Ltd.
unload the
muck
The leasee
of Shenzhen Shenzhen Chiwan Port Development Co., Ltd. has timely talked with
Administrat Chiwan Port the lessee as required and set the remediation deadline. Measures are
Shenzhen
ive penalties Developmen as follows: replan the sand and gravel storage yard functional area;
Chiwan
for t Co., Ltd. A fine of No comprehensively cover the unworking sand and gravel storage yard;
Port
environmen did not take RMB50,0 significance add sprinkling facilities and sprinklers around the yard; add dust net
Developm
tal insufficient 00 influence at the top of storage yard operation area; ensure that the spraying
ent Co.,
protection dust equipment is in the open state during the operation to maintain
Ltd.
problems prevention uninterrupted spray dust; arrange the sprinklers to water the road
measures in surface to reduce dust during the operation.
sand and
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China Merchants Port Group Co., Ltd. Annual Report 2021
gravel
operation
Administrat
Shenzhen Two forklift
ive penalties
Chiwan trucks
for A fine of No The two devices have been installed with particle traps and passed
Port exceeded
environmen RMB5,00 significance the verification of Shenzhen Academy of Metrology & Quality
Developm the standard
tal 0 influence Inspection. They also passed the reinspection.
ent Co., in exhaust
protection
Ltd. test
problems
7. Other environmental information that should be disclosed
□ Applicable √ Not applicable
8. Measures taken to decrease carbon emission in the Reporting Period and corresponding
effects
□ Applicable √ Not applicable
9. Other information related to environmental protection
The Company adhered to the concept of "lucid waters and lush mountains are invaluable assets", and
strictly implemented the state's decisions and arrangements on energy conservation and
environmental protection. It strengthened the bottom-line thinking and red-line awareness, did well
in climate risk prevision and total energy consumption and intensity control, consolidated the
foundation, strengthened weak links, and solved prominent problems of environmental pollution. It
has made contribution to the stability of energy conservation and environmental protection.
Regarding response to climate change, the Company actively responded to the state's low-carbon
energy conservation policy, constantly improved its energy conservation and emission reduction and
environmental management system, and increased investment in environmental protection year by
year. It has strengthened efforts to identify and respond to climate risks, continued to promote clean
and low-carbon development, and spread advanced concepts of green and environmental protection
to contribute to the goal of "carbon peaking and carbon neutrality". Great efforts were made to
identify climate risks. The Company adhered to the guiding ideology of "prevention first, people
orientation, scientific and technological improvement, comprehensive management". It promoted the
construction of an emergency command platform, and made use of the meteorological system and
information exchange mechanism established by the weather early warning system and local
meteorological departments to improve the early warning and prevention capabilities of sudden
climate risks. Clean and low-carbon development was the focus. The Company endeavored to
promote the use of clean energy and low-carbon technology development, and continued to promote
distributed photovoltaic power generation, energy-saving lighting transformation, change from oil
into electricity and other new energy-saving technologies and products. It has contributed wisdom
and experience to green water transport, and interpreted the concept of green, energy conservation
and environmental protection with practical actions to promote the development of green shipping.
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China Merchants Port Group Co., Ltd. Annual Report 2021
Regarding adherence to green operation, the Company continued to strengthen pollution prevention
and control in production and operation, promoted recycling and reuse of resources, and strengthened
the protection of biodiversity. It made active efforts to create a new ecology of green industry, and
build a green ecological port. Attention was paid to pollution control. The Company strictly observed
the Law of the People's Republic of China on the Prevention and Control of Environmental Pollution
by solid Waste and other environmental laws and regulations. It has carried out environmental
protection work centering on the goal that "total discharge of major pollutants continues to decrease,
environmental risks are effectively controlled, and the environmental protection and energy
conservation continue to improve". More efforts were made to promote innovation in environmental
protection technology and monitoring methods to improve the overall pollution prevention and
control. Actions were taken to save resources. The Company actively responded to the state's call to
build a resource-saving enterprise, encouraged employees to save water and electricity and go
paperless, and integrated the concept of green office into its daily operation. Chiwan Port has
developed the recycling of sewage from its vehicle cleaning yard to continuously improve the
utilization of water resources and protect natural resources. Efforts were made to protect biological
diversity. The Company attached great importance to the harmonious symbiotic relationship between
the enterprise and the local ecological environment system. The "Human-Elephant Peace Fund" was
established to provide a solid guarantee for green and circular development in Sri Lanka. The
Company continued to carry out ecological compensation activities for breeding and releasing water,
monitor and protect whales, turtles and grass banks. The site selection and environmental impact of
new projects were assessed strictly in accordance with relevant requirements to minimize the impact
on the surrounding environment and promote the sustainable development of marine undertakings.
Regarding the transmission of green value, port is an important channel for a city to connect with the
world. Developing green ports and transmitting green value is an inevitable way to achieve
sustainable development of ports. The Company actively carried out a variety of green charitable
activities, passing on the concept of green environmental protection. This aims to make the
sustainable development concept of green, low-carbon and environmental protection deeply rooted
in people's hearts.
II Corporate Social Responsibility (CSR)
Always upholding the principle of sustainable development and performing its social responsibilities
proactively, the Company promotes its sustainable development with efforts in continuously
strengthening environment governance, safeguarding the rights and interests of its employees,
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China Merchants Port Group Co., Ltd. Annual Report 2021
attaching importance to occupational health, participating in charitable activities, and responding to
targeted poverty alleviation.
The Company is always committed to take on historical missions and has a strong sense of social
responsibilities. During our journey of growth and development, we never steer away from the
original goal. We take the lead to address social problems, continue to seek for the matching point
for mutual development with the society and explore appropriate models for conducting charitable
business that meets the needs of the current generation. By leveraging our core strengths to launch
professional charitable activities, support regional development and preserve fine cultures, we will
incorporate social development needs into our daily operation activities and join hands with even
more partners to create a harmonious society and promote social progress.
In 2021, the Company continued to build the "Shaping Blue Dreams Together (C-Blue)" charity brand
and to carry out C-Blue Training Program and provide care for left-behind children and alleviate
poverty for rural areas. In terms of activities in China, with the support of the team of "C-Blue"
volunteers, the Company hosted CM Port Group's "Caring for You, Standing by You" development
camp for students in Weining, Guizhou. This camp was a six-day, five-night camp for 100 teachers
and students in Weining County, Guizhou Province and provided them with a platform to enrich
themselves and develop their dreams. Through this program, CM Port Group showed its love and
care for students as well as expressed a wish to stand by them. The 9th China Merchants "C-Blue
Training Program" was held successfully, and 80 C-Blue Talent Program students from 34 countries
on 5 continents completed all courses. The second C-Blue Children's Growth Camp of "C-Blue
Volunteers Care for You" in 2021 was upgraded and expanded again in Qiling Town, Wuhua County,
Guangdong Province. As for overseas activities, CICT has completed the construction of "Love
Village" community center in Kalutara District, Sri Lanka. In April, CICT and HIPG jointly launched
the second "Love Village" project in Sri Lanka and conducted research and initial preparation for this
project in a village of Hambantota District.
Please refer to Corporate Social Responsibility Report of China Merchants Port Group Co., Ltd. in
2021 for the fulfillment of social responsibilities in the Reporting Period for details.
III Consolidation and Expansion of Poverty Alleviation Outcomes, and Rural Revitalization
In 2021, after completing the last round of poverty alleviation work, Zhanjiang Port subordinate to
the Company adhered to the concept of poverty alleviation, enthusiasm in charitable activities and
harmonious development of CMG. Carrying forward its tradition of "serving the society with
sincerity and responsibility", Zhanjiang Port assumed its social responsibility, continued to devote
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China Merchants Port Group Co., Ltd. Annual Report 2021
itself to rural revitalization, and quickly started relevant work. For Macheng Village, Hai'an Town,
Xuwen County, Zhanjiang, the main area to be supported, Zhanjiang Port selected two Party members
who are enthusiastic about charity and have strong sense of responsibility to be team members
stationed in the town to support the rural revitalization work. They actively provided assistance, paid
visits and carried out volunteer service activities to express greetings and care.
"Education is the fundamental driving force of rural revitalization." In 2021, through the charity
model of rural education revitalization of "Small Cut, Big World" of C-Blue Children's Growth Camp,
the Company continued to promote rural revitalization with charitable acts, and to upgrade, innovate
and expand rural revitalization in Qiling Town, Wuhua County, Guangdong Province. By carrying
out C-Blue Reading Corner, C-Blue Growth Classroom, C-Blue Children's Playground and C-Blue
Courses and other activities, it brought C-Blue education assistance and spiritual care to more than
5,000 local teachers and students and more than 20,000 rural children's families, which aroused strong
response and played a demonstration and leading role in the education and care for local left-behind
children. In the future, with Qiling Town in Wuhua as the starting point and original point, the project
will continue to deepen and expand the C-Blue Children's Growth Camp from vertical reinforcement
and horizontal expansion. Through this project, the Company will continuously strengthen and
expand the care and support for rural children in China.
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China Merchants Port Group Co., Ltd. Annual Report 2021
Part VI Significant Events
I Fulfillment 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 Fulfill
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
CMGD related-
competitio by CMGD and its person acting in concert Broadford Global: to
and 15 March party Ongoi
n, related- safeguard the independence of finance, institutions, business
Broadfor 2018 transaction ng
party and personnel of CMPort as well as independence and integrity
d Global s is
transaction of 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 information disclosure shall be fulfilled pursuant to provisions; CMPort is
competitio
and
n, related- 2. CMGD/Broadford Global and its related parties ensure they 15 March effective Ongoi
Broadfor will strictly observe related stipulations of laws, regulations, 2018 for a long ng
party
d Global normative documents and Articles of Association of CMPort time; the
transaction
and capital and equally execute shareholders' rights and fulfill commitme
occupation shareholders' obligations together with other shareholders in nt on
line with legal program as well as won't seek improper interest regulating
with actual controller's status or damage legitimate interest of related-
CMPort and other shareholders; 3. The above commitment is party
continuously effective during the period when transaction
CMGD/Broadford Global has the right to control CMPort. In s is
104
China Merchants Port Group Co., Ltd. Annual Report 2021
case of losses incurred by CMGD/Broadford Global failing to effective
fulfill the above commitment to CMPort, CMGD will bear during the
corresponding compensation 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 fulfill 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 fulfill the above commitment to
CMPort, China Merchants Group will bear corresponding
compensation responsibility.
1. CMPort shares obtained by purchasing assets with shares
issued this time are forbidden to be transferred or transacted in
the market before the latter one between the date arising 36
months after the date when CMPort shares gained by CMPID
based on this transaction are registered under the name of
CMPID and the date when fulfillment of compensation
obligations set forth in the Impairment Compensation
Agreement for Issuing Shares To Purchase Assets signed by and
between CMPID and CMPort, separately and its supplementary
agreement (if any) is over (except for repurchasing or
presenting shares pursuant to Impairment Compensation
Agreement for Issuing Shares To Purchase Assets and its
supplementary agreement (if any)); 2. In case of closing price
Commitm of CMPort stocks being lower than issue price for consecutive
Commitm 20 transaction days within 6 months after completion of the
ents made
ent on transaction or such closing price being lower than issue price at 26 December 25 June
in time of Ongoi
CMPID restriction the end of the 6th month after completion of the transaction, the
asset 2018 2022 ng
on share lockup period of CMPort stocks held by CMPID will be
restructuri
trading automatically lengthened for at least 6 months; 3. CMPort
ng
shares which derive from consideration shares obtained by
CMPID based on the transaction during the lockup period due
to CMPort distributing stock dividend and capital reserve
converted into increased capital shall be subject to the
commitment regarding the above restricted stock trade period;
4. In case that the transaction is placed on file for investigation
and prosecution by judiciary authorities as well as registered
and investigated by CSRC because false record, misleading
statement or important omission happens to provided or
disclosed information, CMPID won't transfer its shares with
rights and interests at CMPort before case investigation
conclusion is drawn; 5. In case that lockup period set forth in
the commitment is inconsistent with regulatory opinions from
securities market supervision department or lockup period
105
China Merchants Port Group Co., Ltd. Annual Report 2021
required by related provisions, CMPID shall adjust the above
lockup period pursuant to regulatory opinions from relevant
securities market supervision department and related
provisions. 6. After the above lockup period expires, CMPID
shall observe provisions of laws and regulations, related rules
of Shenzhen Stock Exchange as well as Articles of Association
of CMPort in case of reducing shares held by it.
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 any new business opportunity which constitutes or
likely constitutes direct or indirect competitive relation with
main business of CMPort or the enterprise controlled by it,
CMPID or CMPID and other 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
Commitm reasonable and fair terms and conditions; 4. In case of CMPort
Effective
ents on or the enterprise controlled by it waiving such competitive new
until no-
horizontal business opportunity and CMPID or/and other enterprise
longer to
competitio controlled by it engaging in such competitive business, CMPort
be the Ongoi
CMPID n, related- or the enterprise controlled by it will have the right to purchase 26 July 2018
largest ng
party any stock rights, assets or other rights and interests in the above
shareholde
transaction competitive business from CMPID or/and other enterprise
r of the
and capital controlled by it once or several times at any moment, or
Company
occupation 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 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
Commitm and other enterprise controlled by it will make a great effort to
avoid and reduce related-party transaction between CMPort and Effective
ents on
economic entity controlled by it; 2. CMPID and other until no-
horizontal
enterprise controlled by it will exercise stockholder's rights in longer to
competitio
accordance with related provisions of relevant laws and be the Ongoi
CMPID n, related- 26 July 2018
regulations as well as Articles of Association of CMPort and largest ng
party
fulfill the obligation of vote avoidance at the moment of voting shareholde
transaction
for related-party transactions involved by CMPID and other r of the
and capital
enterprise controlled by it at the stockholders' meeting; 3. As Company
occupation
for related-party transaction which is inevitable or occurs due to
reasonable reason, CMPID will carry out transaction pursuant
106
China Merchants Port Group Co., Ltd. Annual Report 2021
to the principle of openness, fairness and justice for market
transaction and based on fair and reasonable market price,
perform related-party transaction decision-making process and
legally fulfill 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. 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
Commitm
its subsidiary or damage legitimate interest of CMPort and Effective
ents on
other shareholders; 2. CMPID will ensure CMPort is until no-
horizontal
independent from CMPID and related parties in the aspects of longer to
competitio
business, asset, finance, personnel and institution; 3. CMPID be the Ongoi
CMPID n, related- 26 July 2018
ensures 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
fulfill various commitments in the commitment letter and will
take corresponding legal responsibility for losses incurred to
CMPort due to violation of related commitment.
Commitment on avoiding horizontal competition: 1. China
Merchants Group and the enterprise controlled by it (excluding
CMPort Holdings and the enterprise controlled it) fail to engage
in or participate in any business or activity which is similar
with and constitutes or likely constitute direct or indirect
competitive relationship with main business conducted by
CMPort and the enterprise controlled by it now; 2. China
Merchants Group will try its best to promote enterprises
controlled by it(except for CMPort and the enterprise controlled
by it) not to directly or indirectly engage in or participate in or
Commitm assist to engage in or participate in any business or activity Effective
ents on which constitutes or likely constitutes competitive relation with until no-
horizontal main business conducted by CMPort and the enterprise longer to
competitio controlled by it now and in the future independently or together be the Ongoi
CMG n, related- with others; 3. In case of discovering any new business 26 July 2018
actual ng
party opportunity which constitutes and likely constitutes direct or controller
transaction indirect competitive relation with main business of CMPort or of the
and capital the enterprise controlled by it, China Merchants Group or Company
occupation 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
107
China Merchants Port Group Co., Ltd. Annual Report 2021
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 between CMPort and economic entity controlled by
it; 2. China Merchants Group 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 fulfill the obligation of vote
avoidance at the moment of voting for related-party
transactions involved by China Merchants Group and other
enterprise controlled by it at the stockholders' meeting; 3. As
Commitm
for related transaction which is inevitable or occurs due to Effective
ents on
reasonable reason, China Merchants Group will carry out until no-
horizontal
transaction pursuant to the principle of openness, fairness and longer to
competitio
justice for market transaction and based on fair and reasonable be the Ongoi
CMG n, related- 26 July 2018
market price, perform related-party transaction decision- actual ng
party
making process and legally fulfill information disclosure controller
transaction
obligation to safeguard benefits of CMPort and other of the
and capital
shareholders of CMPort in line with provisions of laws, Company
occupation
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.
Commitm Commitment about keeping independence of CMPort: 1. After Effective
ents on the transaction is completed, China Merchants Group will until no-
horizontal strictly observe related provisions regarding independence of longer to
competitio listed companies from CSRC and won't violate standard be the Ongoi
CMG 26 July 2018
n, related- operating procedures of CMPort based on actual controller's actual ng
party status, conduct excessive intervention of operation and controller
transaction management activities of CMPort and its subsidiary, embezzle of the
and capital benefits of CMPort and its subsidiary or damage legitimate Company
108
China Merchants Port Group Co., Ltd. Annual Report 2021
occupation interest of CMPort and other shareholders; 2. China Merchants
Group will ensure CMPort is independent from China
Merchants Group and related parties in the aspects of business,
asset, finance, personnel and institution; 3. China Merchants
Group ensures independence of CMPort, China Merchants
Group and other enterprise controlled by it fail to occupy
capitals and resources of CMPort based on violation in any way
and will strictly observe provisions of rules and regulations for
avoiding 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 fulfill 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 Effective
handled (except for results incurred by force majeure, law, until no-
policy, government administration behavior and change in longer to
Other
planned use of the land instead of CMPort Holdings and the be the Ongoi
CMG commitme 26 July 2018
enterprise subordinate to it); Or (2) Land use right of ownership actual ng
nt
certificate, the property ownership certificate failing to be controller
handled (except for results incurred by force majeure, law, of the
policy, government administration behavior and change in Company
planned use of the land of 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.
Commitment letter about real estate leased by CMPort
Holdings and the enterprise subordinate to it: In case of
nonstandard situation of the leased property significantly
influencing use of CMPort Holdings and the Company
subordinate to it to engage in operation of normal business,
China Merchants Group will actively take effective measures
(including but not limited to arranging to provide the property
with identical or similar conditions to be used for operation of Effective
related Company) to promote business operation of related until no-
Company to be conducted normally and alleviate or eliminate longer to
Other
adverse effect; In case of nonstandard of the leased property be the Ongoi
CMG commitme 26 July 2018
causing CMPort Holdings and the enterprise subordinate to it actual ng
nt
produce actual additional expenditures or losses (such as third- controller
party compensation), China Merchants Group will actively of the
coordinate and negotiate with other related party to support Company
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.
109
China Merchants Port Group Co., Ltd. Annual Report 2021
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 actual ng
nt
any actual loss (excluding land-transferring fees or rent, fees controller
paid for taking rural land, ownership registration fees, taxes and of the
dues and other related expenses to be paid by Chiwan Wharf or Company
above-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 14 September be the Ongoi
CMG commitme
Holdings without complete ownership certificate existing 2018 actual ng
nt
before the transaction is completed), incurring registration fees controller
such as taxes and dues, compensation and fine in the process of of the
perfecting legal procedures of defective land use right and Company
house 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
actual
Other assets to make net profit of CMPort Holdings (00144.HK)
30 September controller Ongoi
CMG commitme enjoyed as per the rights and interests in the consolidated
2018 of the ng
nt statement of listed Company in recent one fiscal year fail to
Company
exceed 50% net profit 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 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
Other provided or disclosed by this transaction is suspected of false Effective
Ongoi
CMG commitme records, misleading statements or major omissions, and is 26 July 2018 continuous
investigated by the judicial authorities or investigated by the ng
nt ly
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 Board of Directors shall apply for
lock-up on behalf of the CMG Hong Kong to the Stock
110
China Merchants Port Group Co., Ltd. Annual Report 2021
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
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 obligation has been performed, and no
contracts, agreements, arrangements or miscellaneous that
should have been disclosed exists; 5. The CMG Hong Kong
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 listed Company, and submit the
CMG Other written application and stock account of the suspension of the Effective
Ongoi
Hong commitme transfer to the Board of Directors of the CMPort within two 26 July 2018 continuous
ng
Kong nt trading days after receiving the filing inspection notice, and the ly
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 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.
111
China Merchants Port Group Co., Ltd. Annual Report 2021
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
Other application and stock account of the suspension of the transfer Effective
Ongoi
CMPID commitme to the Board of Directors of the CMPort within two trading 26 July 2018 continuous
ng
nt days after receiving the filing inspection notice, and the Board ly
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.
1. CMPort Holdings ensures related information provided for
the transaction is true, accurate and complete without false
record, misleading statement or important omission; 2. CMPort
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
CMPort Other legally authorized and effectively signs such documents Effective
Ongoi
Holding commitme without any false record, misleading statement or important 26 July 2018 continuous
ng
s nt omission; 3. CMPort Holdings ensures description and ly
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
112
China Merchants Port Group Co., Ltd. Annual Report 2021
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 (CSRC), it does not
transfer the shares that have interests in CMPort, and submit the
Other written application and stock account of the suspension of the Effective
Ongoi
CMG commitme transfer to the Board of Directors of the CMPort within two 26 July 2018 continuous
ng
nt trading days after receiving the filing inspection notice, and the ly
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 responsibility; In
case of China Merchants Group violating the above promise,
incurring losses to CMPort, China Merchants Group will take
corresponding compensation responsibility.
Chiwan Chiwan Wharf and all its directors, supervisors and
Wharf administrative officers ensure the transaction report, its
and all abstract, other information provided for the transaction and
directors application document are true, accurate and complete without
Other false record, misleading statement or important omission as Effective
, Ongoi
supervis
commitme well as take individual and joint legal liability for false record, 26 July 2018 continuous
ng
nt misleading statement or important omission. If the information ly
ors and
senior provided or disclosed by this transaction is suspected of false
manage records, misleading statements or major omissions, and is
ment investigated by the judicial authorities or investigated by the
China Securities Regulatory Commission (CSRC), the
113
China Merchants Port Group Co., Ltd. Annual Report 2021
directors, supervisors, or senior managers of Chiwan Wharf do
not transfer the shares that have interests in CMPort, 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 them 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 directors, supervisors
or 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
ensure transferee of such land use right and its successor and
China
assignee will be fully exempted from responsibility for the 20 March
Nanshan
Other above matters in case of CMPort encountering losses, needing 2001; 18 June Effective
Develop Ongoi
commitme to bear expenses and liabilities, undergoing claim for 2003; 29 continuous
ment ng
nt compensation or needing to file a lawsuit due to any actual or September ly
(Group)
potential illegal and unenforceable issues incurred by land use 2004
Inc.
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
undertakes as follows:
1. CND Group affirms the historical fact that it contributed to
the restructuring and listing of Chiwan Wharf with the right to
use 270,692 square meters of land in 1993. Besides, it affirms
that the 270,692 square meters of land has been transferred to
Other CMPort (formerly known as Chiwan Wharf) and the right to
commitm use the land is owned by CMPort. 2. CND Group will continue
ents made keeping the original undertaking and ensure that the signing of
to China the relevant agreement will not damage CMPort's rights and
minority Nanshan Other interests of 148,119 square meters of land transferred in 1993 to Effective
sharehold Develop commitme CMPort (formerly, Chiwan Wharf) as a contribution. 3. CND 2 July 2020 Ongoi
continuous
ers ment Group will continue giving full play to its advantages to fully ng
nt ly
(Group) support land-related authorities in Shenzhen City to secure
Inc. 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 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 intends to issue 576,709,537 RMB ordinary shares (A
Other shares) to specific targets in a non-public manner, and the fund Effective
Ongoi
CMG commitme raised in this non-public offering is RMB10,917,111,500. In 13 July 2021 continuous
ng
nt order to ensure that the compensation measures for the dilution ly
of immediate returns in this non-public offering can be
114
China Merchants Port Group Co., Ltd. Annual Report 2021
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 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.
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 intends to issue 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
Other Effective
cash. As the actual controller of CMPort, the company hereby 16 November Ongoi
CMG commitme continuous
make a commitment as follows: 2021 ng
nt ly
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 intends to issue 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
Other Effective
Broadfor normative documents, as the controlling shareholder and actual Ongoi
commitme 13 July 2021 continuous
d Global controller of the issuer of the non-public offering, I hereby ng
nt ly
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.
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.
Broadfor Other CMPort intends to issue 576,709,537 RMB ordinary shares (A 16 November
d Global commitme shares) to specific targets in a non-public manner, and the fund 2021 Effective Ongoi
115
China Merchants Port Group Co., Ltd. Annual Report 2021
nt raised by this non-public offering is RMB10,917,111,500, continuous ng
which will be subscribed by Seaport Group in a lump sum in ly
cash. As the controlling shareholder of CMPort, the company
hereby make a commitment as follows:
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 intends to issue 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 connection with the non-
Director
public offering:
s and
Other 1. I will not transfer benefits to other units or individuals for Effective
senior Ongoi
commitme free or under unfair conditions, nor will I damage the interests 13 July 2021 continuous
manage ng
nt of the Company in other ways. ly
ment of
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.
Ningbo Port intends to issue 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 irrevocably makes the
following statements and commitments:
Ningbo Port's 2021 non-public offering of A-shares is Ningbo
Port's non-public offering of A-shares to CMPort. After the
completion of Ningbo Port's non-public offering of A-shares to
CMPort, the business relationship and management relationship
Other Effective
between Ningbo Zhoushan Port Group, Seaport Group and the Ongoi
CMPort commitme 13 July 2021 continuous
subordinate enterprises controlled by them and Ningbo Port ng
nt ly
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
116
China Merchants Port Group Co., Ltd. Annual Report 2021
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 fulfill 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 intends to fully subscribe 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 by CMPort.
ii. Independent personnel
After the non-public offering of A-shares by Ningbo Port to
CMPort, Ningbo Port will continue to have an independent and
complete labor and personnel management system, which is
completely independent from CMPort. The selection of
Other Effective
directors, supervisors, managers and other senior management Ongoi
CMPort commitme 13 July 2021 continuous
personnel recommended by CMPort to Ningbo Port shall be ng
nt ly
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.
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
117
China Merchants Port Group Co., Ltd. Annual Report 2021
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 intends to issue 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
offering of A-shares by Ningbo Port in accordance with the
Share Subscription Agreement between Ningbo Zhoushan Port
Other Effective
Company Limited and China Merchants Port Group Co., Ltd. Ongoi
CMPort commitme 13 July 2021 continuous
is self-owned fund or self-raised fund. There is no external fund ng
nt ly
raising, proxy holding, structural arrangement or direct or
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 intends to fully subscribe 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's statements on non-transfer within 36
months after completion of subscription are as follows:
Other Effective
The shares non-publicly offered by Ningbo Port that CMPort Ongoi
CMPort commitme 13 July 2021 continuous
subscribes shall not be transferred within 36 months from the ng
nt ly
date of the end of the non-public offering of A-shares by
Ningbo 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 intends to issue 576,709,537 RMB ordinary shares (A
shares) to specific targets in a non-public manner, the fund
raised in this non-public offering is RMB10,917,111,500. In
order to further ensure the use of the funds raised in this non-
Other public offering, the Company makes statements as follows: Effective
29 September Ongoi
CMPort commitme 1. The Company intends to use the proceeds of this non-public continuous
2021 ng
nt share offering to supplement working capital and repay debts, ly
and it does not involve real estate development projects.
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 intends to issue 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
Other cash. The Company hereby makes commitments as follows: Effective
29 September Ongoi
CMPort commitme In connection with this non-public offering, the Company does continuous
2021 ng
nt not make a commitment on guarantee income or disguised ly
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.
Other CMPort makes the following commitments regarding the Effective
18 November Ongoi
CMPort commitme reduction of shares involved in the 2021 non-public offering of continuous
2021 ng
nt A-shares by Ningbo Port: ly
118
China Merchants Port Group Co., Ltd. Annual Report 2021
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
date of Ningbo Port's 2021 non-public offering of A-shares to
the date of issuance of this Letter of Commitment.
2. CMPort, its persons acting in concert and related parties
controlled by CMPort will not have the plan to reduce their
holdings of shares of Ningbo Port from the date of issuance of
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 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.
CMPort intends to issue 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:
Other The Company will actively coordinate Jinyu Rongtai to handle Effective
19 November Ongoi
CMPort commitme the cancellation of the aforesaid real estate development continuous
2021 ng
nt qualification certificate. Within 30 days after approval of ly
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 intends to issue 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
Other Effective
Investment & Operation Group Co., Ltd. in a lump sum in cash. 16 December Ongoi
CMPort commitme continuous
The Company makes commitments in connection with the fund 2021 ng
nt ly
raised in this 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 intends to issue 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.
Other The Company hereby makes commitments as follows: Effective
7 January Ongoi
CMPort commitme Prior to the completion of the use of the fund raised in this non- continuous
2022 ng
nt public offering or within 36 months after the fund is raised, no ly
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.
119
China Merchants Port Group Co., Ltd. Annual Report 2021
Whether
fulfilled Yes
on time
Specific
reasons
for failing
to fulfill
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
and Other Related Parties, and 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
“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
120
China Merchants Port Group Co., Ltd. Annual Report 2021
VI YoY Changes to Accounting Policies, Estimates or Correction of Material Accounting
Errors
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VII YoY Changes to the Scope of the Consolidated Financial Statements
On 18 December 2020, the Company signed the Equity Subscription and Capital Increase Agreement
for CMHIT with the Company's subsidiaries CMPort Holdings and CMHIT, Jifa Logistics, DPCD,
and Yingkou Port Group.
According to the Equity Subscription and Capital Increase Agreement, Jifa Logistics and DPCD
would increase the capital of CMHIT with 29.40% and 49.63% of their respective shares in DPN,
and Yingkou Port Group would increase the capital of CMHIT with 100% of its equity in YPIT.
Before and after the merger, CMHIT, DPN and YPIT are all subject to the final control of CMG, the
actual controller of the Company, and such control is not temporary.
The above capital increase was completed on 9 February 2021. Upon completion of the capital
increase, CMHIT changed its name to CMIT. The Company, CMPort Holdings, Jifa Logistics, DPCD
and Yingkou Port Group hold 13.18%, 43.74%, 13.26%, 22.38% and 7.44% equity in CMIT,
respectively. CMIT remains a majority-owned subsidiary of the Company. CMIT holds 79.03%
equity in DPN and 100% equity in YPIT respectively, and is able to exercise control over the latter
two companies. Therefore, since 9 February 2021, the Company will follow the accounting
processing method for enterprise merger under the same control and include DPN and YPIT in the
consolidated scope of the Company's consolidated financial statements from the beginning of the
comparative financial statement period.
VIII Engagement and Disengagement of Independent Auditor
Current independent auditor
Deloitte Touche Tohmatsu Certified Public Accountants
Name of the domestic independent auditor
LLP
121
China Merchants Port Group Co., Ltd. Annual Report 2021
The Company’s payment to the domestic
703.71
independent auditor (RMB’0,000)
How many consecutive years the domestic
independent auditor has provided audit service for 10
the Company
Names of the certified public accountants from the
domestic independent auditor writing signatures on Xu Xiangzhao, Pi Dehan
the auditor’s report
How many consecutive years the certified public
accountants have provided audit service for the 1
Company
Name of the overseas independent auditor (if any) Deloitte Touche Tohmatsu
The Company’s payment to the overseas
359.08
independent auditor (RMB’0,000) (if any)
How many consecutive years the overseas
independent auditor has provided audit service for 10
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 1
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 3rd Meeting of the 10th Board of Directors in 2021 and 2020 Annual General Meeting
of the Company, the Company was allowed to continuously engage Deloitte Touche Tohmatsu
Certified Public Accountants LLP as the 2021 independent auditor for the audit of annual financial
statements and internal control in the 2021. The audit price for 2021 annual financial statements was
RMB10.1939 million and the price for internal control was RMB0.434 million. The total expense on
aforesaid two audit work was RMB10.6279 million.
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
Applicable √ Not applicable
No such cases in the Reporting Period.
Other legal matters
Basic situation of Lawsuit Whether Process of lawsuit Trial results and Situation of Disclo Disclo
122
China Merchants Port Group Co., Ltd. Annual Report 2021
lawsuit (arbitration) amount (RMB form into (arbitration) influences of execution of sure sure
‘0,000) estimated lawsuit judgment of date index
liabilities (arbitration) lawsuit
(arbitration)
Summary of Brazil Relatively low
2,0780.79 Partly In progress - - -
TCP Case (note) risk
Summary of other
matters not meeting
the disclosure Relatively low
21,024.00 Partly In progress - - -
standards for major risk
lawsuits
(arbitrations)
Note: This 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 Company’s management, the possible compensation is
RMB207,807,928.33 but it is not likely to cause outflow of economic benefits from the Company. Therefore, the
contingent liabilities arising from the above pending litigations are not recognized as provisions. The counter-
bonification where the Company 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 need to make counter-
bonification to the Company in respect of the above contingent liabilities, with the compensation amount not
exceeding pre-determined amount and 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 % of Obtainable
Relati
the total market
onshi Approved
Type Transactio value of Over the Way price for
p Specific Pricing Total value transaction Index to
Related of n price all the approve of same-type
with transactio principl (RMB’0,000 line Disclosure date disclosed
party transa (RMB’0,0 same- d line or settle transaction
the n e ) (RMB’0,00 information
ction 00) type not ment s
Comp 0)
transacti (RMB’0,0
any
ons 00)
123
China Merchants Port Group Co., Ltd. Annual Report 2021
Rend
er
servic
e and
lease
Unde
to
Liaoning r the
relate Lease,
Port contr www.cninfo.
d labor cost, Settle
Group ol of com.cn
party, informatio Market d
Co., Ltd. ultim 19,087.72 19,087.72 20.66% 29,728.29 No 19,087.72 31 March 2021 (Announcem
receiv n service price month
and its ate ent No. 2021-
e income, ly
subsidiari share 021)
servic etc.
es holde
e and
r
lease
from
relate
d
party
Rend
er
servic
e to
relate Labor
Antong d cost,
Affili www.cninfo.
Holdings party, freight Settle
ated com.cn
Co., Ltd. receiv forwardin Market d
legal 14,925.75 14,925.75 19.24% 13,522.24 Yes 14,925.75 31 March 2021 (Announcem
and its e g agent, price month
perso ent No. 2021-
subsidiari servic Port ly
n 021)
es e and service
lease charge
from
relate
d
party
Rend
er
servic
e and
Unde lease
r the to
Sinotrans contr relate www.cninfo.
Labor Settle
Limited ol of d com.cn
cost, Market d
and its ultim party, 16,285.64 16,285.64 18.85% 14,637.11 Yes 16,285.64 31 March 2021 (Announcem
demurrage price month
subsidiari ate receiv ent No. 2021-
, lease, etc. ly
es share e 021)
holde servic
r e
from
relate
d
party
Rend
er
servic
e and
China lease
Unde
Merchant to
r the
s Shekou relate
contr www.cninfo.
Industrial d Labor Settle
ol of com.cn
Zone party, cost, lease Market 9,123.15 d
ultim 9,123.15 10.24% 9,506.17 No 9,123.15 31 March 2021 (Announcem
Holdings receiv expense of price month
ate ent No. 2021-
Co., Ltd. e land and ly
share 021)
and its servic houses
holde
subsidiari e and
r
es lease
from
relate
d
party
Total -- -- 59,422.26 -- 67,393.81 -- -- -- -- --
Large-amount sales return in detail None
124
China Merchants Port Group Co., Ltd. Annual Report 2021
The Proposal on Recognition of 2020 Daily Related-party Transaction and the Forecast of 2021 Daily Related-party Transaction
Give the actual situation in the was reviewed and approved on the 2020 Annual General Meeting on 28 May 2021, which allowed the Company and subsidiaries
Reporting Period (if any) where an to conduct daily business transaction including office leasing, providing or receiving labor services. The amount of daily related-
estimate had been made for the total party transactions in 2021 is estimated to be RMB909 million. The actual occurrence of the company's daily related transactions
value of continuing related-party in 2021 is significantly different from the expected event, which is due to the company's actual market demand and business
transactions by type to occur in the development needs, and is a normal business adjustment of the company, which does not have a significant impact on the
Reporting Period company's daily operations and performance. The transaction price is based on market principles It is determined that the pricing
is fair, fair and just, and there is no situation that damages the interests of the company and minority shareholders.
Reason for any significant
difference between the transaction
N/A
price and the market reference price
(if applicable)
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
Credits receivable with related parties
Whether
Interest in
there is
Increased in the Recovered in the
Formin occupation Beginning Ending
Related Related Reporting the Reporting Interest Reporting
g on non- balance balance
party relationship Period Period rate Period
reason operating (RMB’0,000) (RMB’0,000)
(RMB’0,000) (RMB’0,000) (RMB’0,0
capital or
00)
not
The
ultimate Bank
China controlling deposit
1.65%-
Merchants shareholder s/Struct No 275,114.92 6,577,235.92 6,505,918.26 3,293.16 346,432.58
3.16%
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)
China The ultimate Borrowing 10,903.32 9,096.68 0 3.41% 730.92 20,022.73
125
China Merchants Port Group Co., Ltd. Annual Report 2021
Merchants controlling
Bank shareholder
has major
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
Daily Actual amount
Beginning Ending
maximum Total
Related Related Interest rate balance Total deposited balance
limits withdrawn
party relationship range (RMB’0,000 amount (RMB’0,000
(RMB’0,00 amount
) (RMB’0,000) )
0) (RMB’0,000)
Other
China company
Merchants under the
Group same control 500,000.00 1.495%-2.1% 168,575.51 1,668,091.74 1,618,844.16 217,823.09
Finance of
Co., Ltd. controlling
shareholder
Loan business
Beginning Actual amount Ending
Related Related Loan limit Interest balance Total loan Total repaid balance
party relationship (RMB’0,000) rate range (RMB’0,000 amount amount (RMB’0,000
) (RMB’0,000) (RMB’0,000) )
Other
China company
Merchants under the
1.2%-
Group same control 1,000,000.00 312,437.74 486,882.23 402,898.27 396,421.70
5.5125%
Finance of
Co., Ltd. controlling
shareholder
Credit or other finance business
Actual
Type of Total amount amount
Related party Related relationship
business (RMB’0,000) (RMB’0,000
)
China Merchants Group Finance Co., Other company under the same control of
Credit 1,000,000.00 396,421.70
Ltd. controlling shareholder
The Company did not make deposits in, receive loans or credit from and was not involved in any
other finance business with any related finance company or any other related parties.
6. Transactions with Related Parties by Finance Company Controlled by the Company
Applicable √ Not applicable
126
China Merchants Port Group Co., Ltd. Annual Report 2021
7. Other Major Related-Party Transactions
(1) The Company held the third meeting of the Tenth Board of Directors on 29 March 2021, and
reviewed and approved the Proposal on the Related-Party Transactions Regarding Making Deposits
in and Obtaining Loans from China Merchants Bank in 2021, which was submitted to the 2020
Annual General Meeting of the Company for deliberation. The Company held the 2020 Annual
General Meeting on 28 May 2021, and deliberated and approved the Proposal on the Related-Party
Transactions Regarding Making Deposits in and Obtaining Loans from China Merchants Bank in
2021, agreeing the Company and its subsidiaries to open bank accounts with China Merchants Bank.
In 2021, the maximum deposit balance of the Company and its subsidiaries with China Merchants
Bank shall not exceed RMB5 billion, and the maximum loan balance shall not exceed RMB10 billion.
For details, please refer to the Announcement on the Related-Party Transactions Regarding Making
Deposits in and Obtaining Loans from China Merchants Bank in 2021 (Announcement No. 2021-
022) disclosed by the Company on 31 March 2021, the Announcement on the Resolution of the 2020
General Meeting of Shareholders (Announcement No. 2021-047) disclosed by the Company on 29
May 2021 and other relevant announcements.
According to the business development needs and capital management requirements, the Company
held the fourth meeting of the Tenth Board of Directors on 30 August 2021, and reviewed and
approved the Proposal on Adjustment of the Amount of Deposits and Loans in China Merchants Bank
and Related-Party Transaction, which was submitted to the 2021 First Extraordinary General
Meeting of Shareholders for deliberation. The Company held the 2021 First Extraordinary General
Meeting of Shareholders on 27 September 2021, deliberated and approved the Proposal on
Adjustment of the Amount of Deposits and Loans in China Merchants Bank and Related-Party
Transaction, agreeing to adjust the deposit and loan amount of the Company with China Merchants
Bank, with the adjusted maximum deposit balance not exceeding RMB15 billion and maximum credit
balance not exceeding RMB20 billion. For details, please refer to the Announcement on the
Adjustment of the Amount of Deposits and Loans in China Merchants Bank and Related-Party
Transaction (Announcement No. 2021-076) disclosed by the Company on 31 August 2021, the
Announcement on the Resolution of 2021 First Extraordinary General Meeting of Shareholders
(Announcement No. 2021-087) disclosed by the Company on 28 September 2021 and other relevant
announcements.
(2) The Company held the 3rd Extraordinary Meeting of the 10th Board of Directors in 2021 on 28
April 2021, and reviewed and approved the Proposal on Related-Party Transaction regarding
Conducting Entrusted Wealth Management with Self-Owned Idle Funds, agreeing that the Company
127
China Merchants Port Group Co., Ltd. Annual Report 2021
may use self-owned idle funds to entrust wealth management through financial institutions approved
and regulated by the China Banking and Insurance Regulatory Commission (CBIRC) (including but
not limited to the related party China Merchants Bank) on the premise of not affecting the funds
required for the Company's daily business and effective control of investment risks. The entities using
the quota include the Company and its subsidiaries within the consolidated scope, and the total
amount shall not exceed RMB3 billion. For details, please refer to the Announcement on Related-
Party Transaction regarding Conducting Entrusted Wealth Management with Self-Owned Idle Funds
(Announcement No. 2021-038) disclosed by the Company on 30 April 2021.
(3) The Company held the 6th Extraordinary Meeting of the 10th Board of Directors in 2021 and the
Third Extraordinary Meeting of the 10th Board of Directors in 2021 on 13 July 2021, and reviewed
and unanimously approved the Proposal on the Company's Non-public Offering of A-Shares, the
Proposal on the Company as a Strategic Investor Subscribing to the Non-public Offering of Shares
of Ningbo Zhoushan Port Company Limited and Related-Party Transaction and other proposals,
agreeing the Company to introduce the Seaport Group as a strategic investor and non-publicly offered
A shares of RMB577 million (accounting for 30% of the total share capital of the Company before
the offering) to Seaport Group to raise RMB10,917 million, and agreeing the Company to participate
in the subscription of non-publicly offered 3,646,971,029 A shares of Ningbo Port in 2021 in cash as
a strategic investor. For details, please refer to the Announcement on the Signing of Share
Subscription Agreement with Specific Target with Conditions in Force and Related-Party Transaction
(Announcement No. 2021-038) disclosed by the Company on 14 July 2021, the Announcement on
the Company as a Strategic Investor Subscribing to the Non-public Offering of Shares of Ningbo
Zhoushan Port Company Limited and Related-Party Transaction and other relevant announcements.
(4) The Company held the 2nd Extraordinary Meeting of the 10th Board of Directors in 2020 on 30
November 2020, and reviewed and approved the Proposal on the Establishment of Investment Fund
under the Joint Capital Investment with Related Parties and Related-Party Transaction, agreeing that
the Company and its related party, China Merchants Venture and its managed China Merchants
Venture Fund, jointly invest in the establishment of CMPort (Shenzhen) Industrial Innovation Private
Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as the "Fund").
On 26 October 2021, the Fund has completed the first phase of fund raising of RMB200.04 million,
of which, China Merchants Venture Fund has contributed RMB100 million (accounting for 49.99%),
CMPort has contributed RMB100 million (accounting for 49.99%) and China Merchants Venture has
contributed RMB40,000 (0.02%). All relevant parties have signed the Fund Partnership Agreement,
the Fund Industry Investment Advisory Agreement and other relevant agreements. The Fund has
128
China Merchants Port Group Co., Ltd. Annual Report 2021
performed the business registration procedures, completed the filing with the Asset Management
Association of China on 22 October 2021, and obtained the Certificate of Filing of Private Investment
Funds. For details, please refer to the Announcement on the Establishment of Investment Fund under
the Joint Capital Investment with Related Party and Related-Party Transaction (Announcement No.
2021-095) disclosed by the Company on 26 October 2021.
In January 2022, in view of the fact that the Fund had not commenced actual investment activities,
and based on the overall planning of the Company's capital operation, the Company, China Merchants
Venture and China Merchants Venture Fund unanimously agreed to dissolve the Fund and go through
the corresponding liquidation and cancellation procedures in accordance with the provisions of the
Partnership Law of the People's Republic of China and other relevant laws and regulations and the
partnership agreement related to the Fund. For details, please refer to the Announcement on the Exit
of Investment Fund (Announcement No. 2022-001) disclosed by the Company on 8 January 2022.
(5) The Company held the 12th Extraordinary Meeting of the 10th Board of Directors in 2021 on 3
December 2021, and reviewed and approved the Proposal on Transferring 49% Equity of the Joint
Stock Company Zhanjiang Merchants Port City Investment Co., Ltd. to a Related Party and Related
Party Transaction, agreeing Broadford Shenzhen, a related party of the Company, to acquire 49%
equity interest in Zhanjiang Merchants Port City Investment Co., Ltd. held by Zhanjiang Port, a
holding subsidiary of the Company, through an open listing on the Shanghai United Assets and Equity
Exchange(SUAEE). For details, please refer to the Announcement on Transferring 49% Equity of the
Joint Stock Company Zhanjiang Merchants Port City Investment Co., Ltd. to a Related Party and
Related Party Transaction (Announcement No. 2021-109) disclosed by the Company on 4 December
2021.
Information on the disclosure website for current announcements on significant related-party
transactions:
Name of provisional reports Disclosure date Website
Announcement on Deposit and Loan of Related-
www.cninfo.com.cn (Announcement
party Transaction in 2021 at China Merchants 31 March 2021
No. 2021-022)
Bank
Announcement on Related-Party Transaction
www.cninfo.com.cn (Announcement
regarding Conducting Entrusted Wealth 30 April 2021
No. 2021-038)
Management with Self-Owned Idle Funds
Announcement on Signing Conditionally
www.cninfo.com.cn (Announcement
Effective Share Subscription Agreement with 14 July 2021
No. 2021-055)
Certain Entities & Related-party Transaction
Announcement on Subscription by the Company
as a Strategic Investor of Shares in a Private www.cninfo.com.cn (Announcement
14 July 2021
Placement of Ningbo Zhoushan Port Company No. 2021-057)
Limited & Related-party Transaction
129
China Merchants Port Group Co., Ltd. Annual Report 2021
Announcement on Adjustments to the Deposit and
www.cninfo.com.cn (Announcement
Loan Limits with China Merchants Bank & 31 August 2021
No. 2021-076)
Related-party Transaction
Announcement on Progress of Establishing an
www.cninfo.com.cn (Announcement
Investment Fund and Related-party Transaction 26 October 2021
No. 2021-095)
jointly with Related Parties through Investments
Announcement on Transfer of 49% of Equity
Interest in Joint Stock Company Zhanjiang www.cninfo.com.cn (Announcement
4 December 2021
Merchants Port City Investment Co., Ltd. to No. 2021-109)
Related Parties & Related-party Transaction
www.cninfo.com.cn (Announcement
Announcement on the Exit of Investment Fund 8 January 2022
No. 2022-001)
XV Major Contracts and Execution thereof
1. Entrustment, Contracting and Leases
(1) Entrustment
Details of entrustment
On 13 December 2018, the Company held the 10th Extraordinary Meeting in 2018 of the 9th Board
of Directors, on which the Proposal on Signing Custody Agreement of Equity of Liaoning Port Group
Co., Ltd. between the Company and China Merchants (Liaoning) Port Development Co., Ltd. was
reviewed and approved. The Company was allowed to sign the Custody Agreement of Equity of
Liaoning Port Group Co., Ltd. with China Merchants (Liaoning) Port Development Co, Ltd., the
indirect wholly-owned subsidiary of CMG, and made an appointment that China Merchants (Liaoning)
Port Development entrusted all 49.9% shares of Liaoning Port Group Co., Ltd. held by it to the
Company for management (hereinafter referred to as the “Entrustment”).
On 30 December 2021, the Company signed with China Merchants (Liaoning) Port Development Co.,
Ltd. the Termination Agreement between China Merchants Port Group Co., Ltd. and China Merchants
(Liaoning) Port Development Co., Ltd. on the Share Custody Agreement of Liaoning Port Group Co.,
Ltd., in which the two sides agreed to terminate the custody, and to end the custody agreement since
1 January 2022. The Company will no longer be entrusted to manage Liaoning Port Group. For details,
please refer to the Notice on Termination of Custody disclosed by the Company on 31 December
2021 (Notice No.: 2021-120).
Project which generates profit or loss reaching over 10% of total profits of the Company during the
Reporting Period
□ Applicable √ Not applicable
No such cases in the Reporting Period.
130
China Merchants Port Group Co., Ltd. Annual Report 2021
(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)
Disclosu Guaran
re date tee for
of the Actual Actual Having
Line of Type of Term of a
Obligor guarante occurrence guarantee expired
e line guarantee guarantee guarantee related
date amount or not
announc party
ement or not
Terminal Link 11 June General About 20
N/A 6,512.24 6,512.24 Not Yes
S.A.S. 2013 guarantee years
KHOR 30
24 May 11,039.47 Joint- About 13
AMBADO March 18,338.11 Not Yes
2019 liability years
FZCO 2019
KHOR 31
AMBADO March 7,000.00 - -- - - -
FZCO 2021
Total actual balance
Total approved line for
of such guarantees in
such guarantees in the 7,000.00 -
the Reporting Period
Reporting Period (A1)
(A2)
Total actual balance
Total approved line for
of such guarantees at
such guarantees at the end 31,850.35 the end of the 17,551.71
of the Reporting Period
Reporting Period
(A3)
(A4)
Guarantee between the Company to its subsidiaries
Disclosu Actual Actual Having Guaran
Line of Type of Term of
Obligor re date occurrence guarantee expired tee for
guarantee guarantee guarantee
of the date amount or not a
131
China Merchants Port Group Co., Ltd. Annual Report 2021
guarante related
e line party
announc or not
ement
Chiwan Wharf
16 April 28 July Joint- About 1
Holdings (Hong 150,000.00
2020
150,000.00 Yes Not
2020 liability year
Kong) Limited
Chiwan Wharf 31
Joint- About 1
Holdings (Hong March 150,000.00 120,000.00 Not Not
Kong) Limited 2021 liability year
Zhanjiang Port
16 April
(Group) Co., 200,000.00 - -- - - -
2020
Ltd.
Total actual amount
Total approved line for
of such guarantees in
such guarantees in the 350,000.00 120,000.00
the Reporting Period
Reporting Period (B1)
(B2)
Total actual balance
Total approved line for
of such guarantees at
such guarantees at the end
350,000.00 the end of the 120,000.00
of the Reporting Period
Reporting Period
(B3)
(B4)
Guarantees provided between subsidiaries
Disclosu
Guaran
re date
tee for
of the Actual Actual Having
Line of Type of Term of a
Obligor guarante occurrence guarantee expired
guarantee guarantee guarantee related
e line date amount or not
party
announc
or not
ement
Joint and
China Merchants
16 April several About 2
International Terminal
2020
59,010.00.00 1 Jan 2021 7,000.00
liability Years Not Not
(Qingdao) Co., LTD
guarantee
Shenzhen Jinyu Joint and
Rongtai Investment Not several About 10
development Co., Applicable
80,000.00 12 Jan 2017 64,000.00
liability Years Not Not
LTD guarantee
Joint and
China Merchants
Not several About 10
International (China)
Applicable
2,500.00 30 Jun 2016 2,500.00
liability Years Not Not
Investment Co., LTD
guarantee
China Merchants
4 May General About 10
Finance Company
2012
318,370.00 4 May 2012 318,370.00
guarantee Years Not Not
Limited
China Merchants
General About 10
Finance Company 3 Aug 2015 318,370.00 3 Aug 2015 318,370.00
guarantee Years Not Not
Limited
132
China Merchants Port Group Co., Ltd. Annual Report 2021
CMHI Finance (BVI) General About 5
Co., Ltd
6 Aug 2018 573,066.00 6 Aug 2018 573,066.00
guarantee Years Not Not
CMHI Finance (BVI) General About 10
Co., Ltd
6 Aug 2018 382,044.00 6 Aug 2018 382,044.00
guarantee Years Not Not
General About 3
CMHI Finance (BVI) 26 Sept
382,044.00
guarantee Years Not Not
509,392.00 9 Oct 2020
Co., Ltd 2020 General About 5
127,348.00
guarantee Years Not Not
COLOMBO
INTERNATIONAL
Not General About 13
CONTAINER
Applicable
14,340.02 16 Sept 2012 14,340.02
guarantee Years Not Not
TERMINALS
LIMITED
COLOMBO
INTERNATIONAL
Not General
CONTAINER
Applicable
9,551.10 16 Sept 2012 9,551.10
guarantee
Infinite Not Not
TERMINALS
LIMITED
COLOMBO
INTERNATIONAL
Not General
CONTAINER
Applicable
15,918.50 16 Sept 2012 15,918.50
guarantee
Infinite Not Not
TERMINALS
LIMITED
Lome Container Not General About 9
Terminals Co., Ltd Applicable
2,528.47 1 Jun 2015 872.32
guarantee Years Not Not
Lome Container Not General About 9
Terminals Co., Ltd Applicable
2,528.47 1 Jun 2015 872.32
guarantee Years Not Not
Lome Container Not General About 9
Terminals Co., Ltd Applicable
2,528.47 1 Jun 2015 872.32
guarantee Years Not Not
Joint and
China Merchants Port
Not several About 5
Development
Applicable
320,000.00 31 Jul2017 15,334.00
liability Years
Yes Not
(Shenzhen) Co., LTD
guarantee
TCP - TERMINAL
DE CONTElNERES Not General About 6
DE PARANAGUA Applicable
26,578.52 19 April 2018 15,947.11
guarantee Years Not Not
S/A.
TCP - TERMINAL
DE CONTElNERES Not General About 6
DE PARANAGUA Applicable
48,964.30 7 Nov 2016 34,274.68
guarantee Years Not Not
S/A.
Joint and
Shenzhen Haixin Port
30 March several About 18
Development Co.,
2019
219,090.00 26 Jun 2019 18,830.08
liability Years Not Not
LTD
guarantee
Joint and
Zhanjiang Port 31 March several About 3
(Group) Co., LTD 2019
80,000.00 9 Oct 2021 20,000.00
liability Years Not Not
guarantee
China Merchants
31 March
International Terminal 60,000.00 - -- - - -
2019
(Qingdao) Co., LTD
Hambantota
31 March
International Port 100,000.00 - -- - - -
2019
Group Co. LTD
CMHI Finance (BVI) 31 March
800,000.00 - -- - - -
Co., Ltd 2019
TCP - TERMINAL
DE CONTElNERES 31 March
10,000.00 - -- - - -
DE PARANAGUA 2019
S/A.
Total approved line for
Total actual amount
such guarantees in the 1,050,000.00 27,000.00
of such guarantees in
Reporting Period (C1)
133
China Merchants Port Group Co., Ltd. Annual Report 2021
the Reporting Period
(C2)
Total actual balance
Total approved line for
of such guarantees at
such guarantees at the end
3,634,779.84 the end of the 2,306,220.46
of the Reporting Period
Reporting Period
(C3)
(C4)
Total guarantee amount (total of the three kinds of guarantees above)
Total actual
Total guarantee line
guarantee amount in
approved in the Reporting 1,407,000.00 147,000.00
the Reporting Period
Period (A1+B1+C1)
(A2+B2+C2)
Total actual
Total approved guarantee
guarantee balance at
line at the end of the
4,016,630.19 the end of the 2,443,772.17
Reporting Period
Reporting Period
(A3+B3+C3)
(A4+B4+C4)
Total actual guarantee amount (A4+B4+C4) as %
61.40%
of the Company’s net assets
Of which:
Balance of guarantees provided for shareholders,
17,551.71
actual controller and their related parties (D)
Balance of debt guarantees provided directly or
indirectly for obligors with an over 70% debt/asset 2,303,833.34
ratio (E)
Amount by which the total guarantee amount
453,712.73
exceeds 50% of the Company’s net assets (F)
Total of the three amounts above (D+E+F) 2,775,097.78
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.
134
China Merchants Port Group Co., Ltd. Annual Report 2021
(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.
XVI Other Significant Events
(I) Private Placement of A-shares and Subscription of Shares in Ningbo Port
On 13 July 2021, the Proposal on the Plan for Private Placement of A-shares, the Proposal on
Subscription by the Company as a Strategic Investor of Shares in a Private Placement of Ningbo
Zhoushan Port Company Limited & Related-party Transaction, and other relevant proposals were
approved unanimously at the 6th Extraordinary Meeting of the Company’s 10th Board of Directors
in 2021, and the 3rd Extraordinary Meeting of the Company’s 10th Supervisory Committee in 2021,
respectively. As such, the Company was agreed to introduce Zhejiang Provincial Seaport Investment
& Operation Group Co. Ltd. (Seaport Group) as a strategic investor by carrying out a private
placement of 577,000,000 A-shares (or 30% of the Company’s total share capital before the issue) to
Seaport Group to raise RMB10.917 billion. Meanwhile, the Company was agreed to subscribe for in
cash, as a strategic investor, 3,646,971,029 A-shares in the 2021 private placement of Ningbo
Zhoushan Port Company Limited (Ningbo Port). For further information, see Announcement No.
2021-053 on the Resolutions of the 6th Extraordinary Meeting of the 10th Board of Directors in 2021,
Announcement No. 2021-054 on the Resolutions of the 3rd Extraordinary Meeting of the 10th
Supervisory Committee in 2021, Announcement No. 2021-057 on Subscription by the Company as
a Strategic Investor of Shares in a Private Placement of Ningbo Zhoushan Port Company Limited &
Related-party Transaction, and other relevant announcements disclosed by the Company dated 14
July 2021.
On 26 August 2021, the Company disclosed that it had received the Reply on the Private Placement
of A-shares of China Merchants Port Group Co., Ltd. (Guo Zi Chan Quan [2021] No. 457) issued by
the State-owned Assets Supervision and Administration Commission of the State Council, which in
135
China Merchants Port Group Co., Ltd. Annual Report 2021
principle consented to the plan of the Company for a private placement of no more than 576,709,537
A-shares to Zhejiang Provincial Seaport Investment & Operation Group Co. Ltd. (SS). For further
information, see Announcement No. 2021-070 on Approval of Private Placement of A-shares by
SASAC of the State Council disclosed by the Company dated 27 August 2021.
On 27 September 2021, the proposals in relation to the private placement of A-shares were approved
at the 1st Extraordinary General Meeting of the Company in 2021. For further information, see
Announcement No. 2021-087 on Announcement on Resolutions of the 1st Extraordinary General
Meeting of 2021 disclosed by the Company dated 28 September 2021.
On 15 October 2021, the Company received the Acceptance Form for Administrative License
Application from the China Securities Regulatory Commission (Acceptance Number: 212745),
which tells that the China Securities Regulatory Commission has examined the application materials
submitted by the Company for Approval of Non-public Offering of Shares by Listed Company (A-
Share Main Board of Shanghai Stock Exchange and Shenzhen Stock Exchange and B Shares) and
decided to accept the application for an administrative license.
On 26 October 2021, the Company received the Announcement on Receiving the Notice of Feedback
on the Examination of Administrative License Project (No. 212745) issued by the China Securities
Regulatory Commission (hereinafter referred to as the "Feedback"), which tells that the China
Securities Regulatory Commission has examined the application materials for an administrative
license of Approval on Non-Public Offering of Shares (A-Share Main Board of Shanghai Stock
Exchange and Shenzhen Stock Exchange and B Shares) by Listed Company of China Merchants Port
Group Co., Ltd. submitted by the Company, and required the Company to make written descriptions
and explanations on relevant issues, and submit a written reply to the administrative license
acceptance department of the China Securities Regulatory Commission within 30 days.
On 20 November 2021, the Company and relevant intermediaries carefully checked and implemented
the issues listed in the Feedback In accordance with the requirements of China Securities Regulatory
Commission, and formed the Reply to the Feedback on the Application Document for the 2021 Non-
Public Offering of A-Shares of China Merchants Port Group Co., Ltd. (hereinafter referred to as the
"Reply to the Feedback") and disclosed it. For details, please refer to the Reply to the Feedback on
the Application Document for the 2021 Non-Public Offering of A-Shares of China Merchants Port
Group Co., Ltd. published on the website www.cninfo.com.cn on the same day. The Company has
submitted the Reply to the Feedback and other relevant materials to CSRC within two working days
after its disclosure.
2. Index to Disclosed Information
The significant events disclosed by the Company on Securities Times, Shanghai Securities News, Ta
Kung Pao and www.cninfo.com.cn during the Reporting Period are as follows:
Announceme Date of the
Title of the announcement
nt No. announcement
Announcement on Voluntary Information Disclosure of Business Volume
2021-001 16 January 2021
Data of December 2020
Announcement on Resignation of Vice General Manager & Secretary of
2021-002 16 January 2021
the Board and the Vice General Manager Acting As the Secretary of the
136
China Merchants Port Group Co., Ltd. Annual Report 2021
Board
Reminder of the Issuance of 2021 Phase I Super-short-term Financing
2021-003 21 January 2021
Bonds
Announcement on Issue Results of 2021 Phase I Super-short-term
2021-004 26 January 2021
Financing Bonds
Announcement on Resolutions of the 1st Special Meeting of the 10th
2021-005 30 January 2021
Board of Directors in 2021
Announcement on Resolutions of the 1st Special Meeting of the 10th
2021-006 30 January 2021
Supervisory Committee in 2021
Announcement on Adjusting the Exercise Price of the First Grant under
2021-007 30 January 2021
the Stock Option Incentive Plan (Phase I)
Announcement on the Grant of Stock Option (the Reserved) to Incentive
2021-008 30 January 2021
Objects of the Stock Option Incentive Plan (Phase I) of the Company
Announcement on Notes of the Supervisory Committee on the Review
2021-009 9 February 2021 and Publicity of the List of Incentive Objects for the Reservation under
the Stock Option Incentive Plan (Phase I)
Announcement on Voluntary Information Disclosure of Business Volume
2021-010 19 February 2021
Data of January 2021
Announcement on the Due Payment of 2020 Phase III Super & Short-
2021-011 3 March 2021
term Commercial Paper
2021-012 6 March 2021 Announcement on Resignation of Director
Announcement on Completion of the Grant of Stock Option (the
2021-013 6 March 2021 Reserved) under the Stock Option Incentive Plan (Phase I) of the
Company
Announcement on Voluntary Information Disclosure of Business Volume
2021-014 16 March 2021
Data of February 2021
Reminder of the Issuance of 2021 Phase II Super-short-term Financing
2021-015 19 March 2021
Bonds
Announcement on Issue Results of 2021 Phase II Super-short-term
2021-016 24 March 2021
Financing Bonds
Announcement on Resolutions of the 3rd Meeting of the 10th Board of
2021-017 31 March 2021
Directors
Announcement on Resolutions of the 3rd Meeting of the 10th Supervisory
2021-018 31 March 2021
Committee
2021-019 31 March 2021 Announcement on 2020 Profit Distribution Plan
2021-020 31 March 2021 Abstract of 2020 Annual Report (Chinese and English Versions)
Announcement on the Confirmation of the Continuing Related-Party
2021-021 31 March 2021
Transactions in 2020 and the Estimation of Such Transactions in 2021
Announcement on the Related-Party Transaction Regarding Making
2021-022 31 March 2021
Deposits in and Obtaining Loans from China Merchants Bank in 2021
Announcement on the External Guarantee Progress of a Majority-Owned
2021-023 31 March 2021 Subsidiary of the Company in 2020 and the Expected New External
Guarantee Line in the Next 12 Months
2021-024 31 March 2021 Special Report on Deposit and Usage of Raised Fund in 2020
2021-025 31 March 2021 Announcement on Reappointment of Accounting Firm in 2021
2021-026 31 March 2021 Announcement on By-election of Director
Announcement on the Disclosure of the 2020 Annual Results by the
2021-027 31 March 2021
Majority-Owned Subsidiary
Announcement on the Online Investor Communication on the 2020
2021-028 31 March 2021
Annual Results to Be Held
137
China Merchants Port Group Co., Ltd. Annual Report 2021
2021-029 13 April 2021 Reminder of the Issuance of 2021 Phase I Medium Term Notes
Announcement on Resolutions of the 2nd Special Meeting of the 10th
2021-030 14 April 2021
Board of Directors in 2021
2021-031 14 April 2021 Announcement on Appointment of Secretary of the Board
Announcement on Voluntary Information Disclosure of Business Volume
2021-032 15 April 2021
Data of March 2021
2021-033 15 April 2021 2021 First Quarter Performance Forecast
2021-034 20 April 2021 Announcement on Issue Results of 2021 Phase I Medium Term Notes
Announcement on the Due Payment of 2021 Phase I Super & Short-term
2021-035 23 April 2021
Commercial Paper
Announcement on Resolutions of the 3rd Special Meeting of the 10th
2021-036 30 April 2021
Board of Directors in 2021
2021-037 30 April 2021 The Text of the First Quarter Report 2021 (Chinese and English Versions)
Announcement on Related-Party Transaction regarding Conducting
2021-038 30 April 2021
Entrusted Wealth Management with Self-Owned Idle Funds
Announcement on Adjustment of Providing Financial Aid by Majority-
2021-039 30 April 2021
owned Subsidiaries
2021-040 30 April 2021 Notice on Convening the 2020 Annual General Meeting
2021-041 7 May 2021 Reminder of Convening the 2020 Annual General Meeting
Announcement on Voluntary Information Disclosure of Business Volume
2021-042 15 May 2021
Data of April 2021
Announcement on Resolutions of the 4th Special Meeting of the 10th
2021-043 18 May 2021
Board of Directors in 2021
Announcement on Appointment of Chief Financial Officer and Vice
2021-044 18 May 2021
General Manager
Announcement on Resignation of Independent Director and By-election
2021-045 18 May 2021
of Independent Director
Announcement on Adding a Impromptu Proposal for the 2020 Annual
2021-046 18 May 2021
General Meeting and the Supplementary Notice Thereof
2021-047 29 May 2021 Announcement on Resolutions of the 2020 Annual General Meeting
Reminder of the Issuance of 2021 Phase III Super-short-term Financing
2021-048 4 June 2021
Bonds
Announcement on Issue Results of 2021 Phase III Super-short-term
2021-049 8 June 2021
Financing Bonds
Announcement on Voluntary Information Disclosure of Business Volume
2021-050 16 June 2021
Data of May 2021
Announcement on the Resolutions of the 5th Extraordinary Meeting of the
2021-051 1 July 2021
10th Board of Directors in 2021
Announcement on 2021 Interest Payment for 2020 Public Offering of
2021-052 1 July 2021
Corporate Bonds (Tranche 1) to Qualified Investors
Announcement on the Resolutions of the 6th Extraordinary Meeting of the
2021-053 14 July 2021
10th Board of Directors in 2021
Announcement on the Resolutions of the 3rd Extraordinary Meeting of the
2021-054 14 July 2021
10th Supervisory Committee in 2021
Announcement on Signing Conditionally Effective Share Subscription
2021-055 14 July 2021
Agreement with Certain Entities & Related-party Transaction
Announcement on Signing Strategic Cooperation Framework Agreement
2021-056 14 July 2021
with Zhejiang Provincial Seaport Investment & Operation Group Co. Ltd.
138
China Merchants Port Group Co., Ltd. Annual Report 2021
Announcement on Subscription by the Company as a Strategic Investor
2021-057 14 July 2021 of Shares in a Private Placement of Ningbo Zhoushan Port Company
Limited & Related-party Transaction
Announcement on No Punishments or Other Regulatory Measures from
2021-058 14 July 2021
the Securities Regulator or the Stock Exchange in the Past 5 Years
2021-059 14 July 2021 Reminder on Changes in Shareholders’ Equity in a Private Placement
2021-060 15 July 2021 Announcement on Estimated Increase in 2021 Interim Earnings
Announcement on Voluntary Disclosure of the Business Volume Data of
2021-061 15 July 2021
June 2021
2021-062 15 July 2021 Announcement on Payout of 2020 Final Dividends
2021-063 17 July 2021 Reminder on the 4th Issue of SCP in 2021
2021-064 21 July 2021 Announcement on Results of the 4th Issue of SCP in 2021
Announcement on Resignation of Deputy General Manager Mr. Zheng
2021-065 7 August 2021
Shaoping
Announcement on Voluntary Disclosure of the Business Volume Data of
2021-066 14 August 2021
July 2021
Announcement on Resignation of Chairman of the Supervisory
2021-067 14 August 2021
Committee
Announcement on the Resolutions of the 7th Extraordinary Meeting of the
2021-068 24 August 2021
10th Board of Directors in 2021
Announcement on Resignation of Director and Senior Management &
2021-069 24 August 2021
Re-election of Director and Appointment of CEO
Announcement on Approval of Private Placement of A-shares by SASAC
2021-070 28 August 2021
of the State Council
Announcement on the Resolutions of the 4th Meeting of the 10th Board of
2021-071 31 August 2021
Directors
Announcement on the Resolutions of the 4th Meeting of the 10th
2021-072 31 August 2021
Supervisory Committee
2021-073 31 August 2021 Interim Report 2021 (Summary) (Chinese and English Version)
2021-074 31 August 2021 Special Report of the Deposit and Use of Raised Funds for H1 2021
Announcement on Incorporation of HK Wholly-owned Subsidiary and
2021-075 31 August 2021
Adjustment to Ownership Structure of the Subsidiary
Announcement on Adjustments to the Deposit and Loan Limits with
2021-076 31 August 2021
China Merchants Bank & Related-party Transaction
Announcement on Release of 2021 Interim Results by Majority-owned
2021-077 31 August 2021
Subsidiary
2021-078 31 August 2021 Announcement on Online Investor Meeting on 2021 Interim Results
Announcement on the Resolutions of the 8th Extraordinary Meeting of the
2021-079 9 September 2021
10th Board of Directors in 2021
Announcement on the Resolutions of the 4th Extraordinary Meeting of the
2021-080 9 September 2021
10th Supervisory Committee in 2021
Announcement on Majority-owned Subsidiary Signing Supplementary
2021-081 9 September 2021
Agreement to Lease Agreement Regarding Concessions
2021-082 9 September 2021 Notice of the 1st Extraordinary General Meeting of 2021
Announcement on Alteration of Registered Information with Industry and
2021-083 14 September 2021
Commerce Administration
Announcement on Voluntary Disclosure of the Business Volume Data of
2021-084 15 September 2021
August 2021
139
China Merchants Port Group Co., Ltd. Annual Report 2021
Announcement on Redemption of the 2nd Issue of SCP in 2021 upon
2021-085 23 September 2021
Maturity
2021-086 25 September 2021 Reminder on the 5th Issue of SCP in 2021
Announcement on Resolutions of the 1st Extraordinary General Meeting
2021-087 28 September 2021
of 2021
Announcement on the Resolutions of the 9th Extraordinary Meeting of the
2021-088 28 September 2021 th
10 Board of Directors in 2021
2021-089 29 September 2021 Announcement on Results of the 5th Issue of SCP in 2021
Announcement on Performance Forecast for the First Three Quarters in
2021-090 15 October 2021
2021
Announcement on Voluntary Information Disclosure of Business
2021-091 15 October 2021
Volume Data of September 2021
Announcement on Resolutions of the 5th Special Meeting of the 10th
2021-092 19 October 2021
Board of Supervisors in 2021
Announcement on the Election of the Chairman of the Board of
2021-093 19 October 2021
Supervisors
Announcement on the Due Payment of 2021 Phase IV Super & Short-
2021-094 19 October 2021
term Commercial Paper
Announcement on the Establishment of Investment Fund under the Joint
2021-095 26 October 2021
Capital Investment with Related Party and Related-Party Transaction
Announcement on Receiving the Acceptance Form of Administrative
2021-096 27 October 2021
License Application from the CSRC
Announcement on Receiving the Notice of Feedback on the First
2021-097 28 October 2021
Examination of Administrative License Project from the CSRC
2021-098 30 October 2021 The Third Quarter Report 2021 (Chinese and English Versions)
Reminder of the Issuance of 2021 Phase VI Super & Short-term
2021-099 30 October 2021
Commercial Paper
Announcement on Issue Results of 2021 Phase VI Super & Short-term
2021-100 3 November 2021
Commercial Paper
Announcement on Resolutions of the 11th Extraordinary Meeting of the
2021-101 4 November 2021
10th Board of Directors in 2021
Announcement on the By-election of Director and Appointment of Chief
2021-102 4 November 2021
Operating Officer and General Manager
Announcement on the Progress of Replacement Land for Dachan Bay
2021-103 5 November 2021 Port Area by Qianhai Land Preparation, a Wholly-owned Subsidiary of
the Holding Subsidiary
Announcement on Voluntary Information Disclosure of Business
2021-104 15 November 2021
Volume Data of October 2021
Announcement on the Reply to the Feedback on the Application
2021-105 20 November 2021
Document for the Non-Public Offering of A-Shares
Announcement on Approval for Registration of Debt Financing
2021-106 23 November 2021
Instruments
Announcement on Participating in the Online Collective Reception Day
Activity of Investors of Listed Companies in 2021 "Communicating and
2021-107 25 November 2021
Transferring Value, Communicating and Creating Good Ecology" of
Shenzhen Municipality
Announcement on Resolutions of the 12th Extraordinary Meeting of the
2021-108 4 December 2021
10th Board of Directors in 2021
Announcement on Transferring 49% Equity of the Joint Stock Company
2021-109 4 December 2021 Zhanjiang Merchants Port City Investment Co., Ltd. to a Related Party
and Related-Party Transaction
Announcement on the Due Payment of 2021 Phase III Super & Short-
2021-110 7 December 2021
term Commercial Paper
140
China Merchants Port Group Co., Ltd. Annual Report 2021
Reminder of the Issuance of 2021 Phase VII Super & Short-term
2021-111 10 December 2021
Commercial Paper
2021-112 14 December 2021 Announcement on the Change of Audit Project Partner and Signing CPA
Announcement on Voluntary Information Disclosure of Business
2021-113 15 December 2021
Volume Data of November 2021
Announcement on Issue Results of 2021 Phase VII Super & Short-term
2021-114 16 December 2021
Commercial Paper
Announcement on the Due Payment of 2021 Phase VI Super & Short-
2021-115 18 December 2021
term Commercial Paper
Announcement on Resolutions of the 13th Extraordinary Meeting of the
2021-116 25 December 2021
10th Board of Directors in 2021
Announcement on Resolutions of the 7th Special Meeting of the 10th
2021-117 25 December 2021
Board of Supervisors in 2021
2021-118 25 December 2021 Announcement on the Use of Idle Raised Funds for Cash Management
Announcement on the Due Payment of 2021 Phase V Super & Short-term
2021-119 28 December 2021
Commercial Paper
2021-120 31 December 2021 Announcement on the Termination of Custody
2021-121 31 December 2021 Announcement on New Media for Information Disclosure
XVII Significant Events of Subsidiaries
On 25 November 2019, CMPort Holdings signed a memorandum of agreement with CMA, according
to which, CMA intended to transfer the equity assets of 10 ports it held to Terminal Link S.A.S. (TL).
To complete the transfer, CMPort Holdings would provide TL with a financing of no more than
US$968 million, including guaranteed long-term loans of no more than US$500 million with a term
of eight years and mandatory convertible securities of no more than US$468 million for the
subscription of TL. At the maturity of the long-term loans, CMA would provide the cash required for
repaying the loans by injecting capital in TL and all the convertible securities held by CMPort
Holdings would be converted into TL’s equity mandatorily. On 26 March 2020, CMPort Holdings
completed the acquisition of Phase I eight target ports, with the subscription of mandatory convertible
securities and prepayment of the loans amounting to approximately US$815 million. CMPort
Holdings and CMA agreed to extend the delivery deadline for the remaining terminals to 30
September 2021, but due to the pandemic and geopolitical factors, the delivery of the remaining
terminals failed to be approved by relevant government authorities. Therefore, as of 30 September
2021, CMA confirmed that the delivery of the remaining Gemalink Terminal in Vietnam and Mundra
Terminal in India could not be finalized. In accordance with the Share Purchase Agreement (SPA)
signed by both parties, CMPort Holdings will not pay the US$20.73 million withheld during the
delivery of the first tranche of assets, accounting for 5% of the consideration for the first tranche of
141
China Merchants Port Group Co., Ltd. Annual Report 2021
assets delivered. The acquisition ended up with the acquisition of eight of CMA's terminals by
CMPort Holdings.
142
China Merchants Port Group Co., Ltd. Annual Report 2021
Part VII Share Changes and Shareholder Information
I Share Changes
1. Share Changes
Unit: share
Before Increase/decrease in the Reporting Period (+/-) After
Shares
as Shares as
divide dividend
Percentage New nd converted Percentage
Shares Other Subtotal Shares
(%) issues conver from (%)
ted capital
from reserves
profit
I. Restricted shares 1,148,658,144 59.7523% 0 0 0 325 325 1,148,658,469 59.7524%
1. Shares held by
0 0.0000% 0 0 0 0 0 0 0.0000%
state
2. Shares held by
state-owned legal 0 0.0000% 0 0 0 0 0 0 0.0000%
person
3. Shares held by
other domestic 9,496 0.0005% 0 0 0 325 325 9,821 0.0005%
investors
Including: Shares
held by domestic 0 0.0000% 0 0 0 0 0 0 0.0000%
legal person
Shares held
by domestic natural 9,496 0.0005% 0 0 0 325 325 9,821 0.0005%
person
4. Shares held by
1,148,648,648 59.7518% 0 0 0 0 0 1,148,648,648 59.7518%
foreign investors
Including: Shares
held by foreign 1,148,648,648 59.7518% 0 0 0 0 0 1,148,648,648 59.7518%
legal person
Shares held
by foreign natural 0 0.0000% 0 0 0 0 0 0 0.0000%
person
II. Unrestricted
773,706,980 40.2477% 0 0 0 -325 -325 773,706,655 40.2476%
shares
1. RMB ordinary
593,820,070 30.8901% 0 0 0 0 0 593,820,070 30.8901%
shares
2. Domestically
179,886,910 9.3576% 0 0 0 -325 -325 179,886,585 9.3576%
listed 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 shares 1,922,365,124 100.00% 0 0 0 0 0 1,922,365,124 100.00%
Reasons for share changes:
During the reporting period, changes in restricted shares held by the then senior management.
Approval of the share changes:
□ Applicable √ Not applicable
Transfer of share ownership:
□ Applicable √ Not applicable
143
China Merchants Port Group Co., Ltd. Annual Report 2021
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
Number of
Number of of Number of Date of
Name of released Reason for
restricted shares at increased restricted shares restriction
shareholders restricted restriction
the period-begin restricted at the period-end release
shares
shares
China
Merchants According to
Port relevant laws and
Investment 1,148,648,648 0 0 1,148,648,648 regulations and June 2022
Development the shareholder
Company commitment
Limited
According to the
Articles of
Zheng
9,496 325 0 9,821 Association and November 2023
Shaoping
the relevant laws
and regulations
Total 1,148,658,144 325 0 1,148,658,469 -- --
II Issuance and Listing of Securities
1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period
□ Applicable √ Not applicable
2. Changes to Total Shares, Shareholder Structure and Asset and Liability Structures
□ Applicable √ Not applicable
3. Existing Staff-Held Shares
□ Applicable √ Not applicable
144
China Merchants Port Group Co., Ltd. Annual Report 2021
III Shareholders and Actual Controller
1. Shareholders and Their Shareholdings at the Period-End
Unit: share
Number of
preferred
Number of
shareholders
ordinary 31,367
Number of 31,102 (19,769 Number of preferred with resumed
A-shareholders shareholders at (19,854 A-
ordinary shareholders with voting rights at
the month-end shareholders 0 0
shareholders at and 11,333 B- resumed voting rights at the month-end
prior to the and 11,513 B-
the period-end shareholders） the period-end (if any) prior to the
disclosure of shareholders)
disclosure of
this Report
this Report (if
any)
5% or greater shareholders or top 10 shareholders
Increase/dec
Shareholdi Total shares
Name of Nature of rease in the Restricted Unrestricted Shares in pledge or
ng held at the
shareholder shareholder Reporting shares held shares held frozen
percentage period-end
Period
China Merchants
Port Investment Foreign legal
59.75% 1,148,648,648 0 1,148,648,648 0 0
Development person
Company Limited
CHINA
MERCHANTS
GANGTONG State-owned
19.29% 370,878,000 0 0 370,878,000 0
DEVELOPMENT legal person
(SHENZHEN)
CO., LTD.
SHENZHEN
INFRASTRUCTU
RE
INVESTMENT
FUND-
Fund and
SHENZHEN
wealth
INFRASTRUCTU 3.37% 64,850,182 0 0 64,850,182 0
management
RE
products
INVESTMENT
FUND
PARTNERSHIP
(LIMITED
PARTNERSHIP)
CHINA-AFRICA
State-owned
DEVELOPMENT 3.33% 64,102,564 0 0 64,102,564 0
legal person
FUND
BROADFORD
State-owned
GLOBAL 2.88% 55,314,208 0 0 55,314,208 0
legal person
LIMITED
HONG KONG
SECURITIES Foreign legal
0.31% 6,045,069 3,337,168 0 6,045,069 Unknown
CLEARING
COMPANY LTD. person
Domestic
ZHU HUI 0.15% 2,958,003 2,958,003 0 2,958,003 Unknown
natural person
CHINA
MERCHANTS State-owned
0.13% 2,563,555 -42,800 0 2,563,555 Unknown
SECURITIES
(HK) CO., LTD. legal person
145
China Merchants Port Group Co., Ltd. Annual Report 2021
Domestic
JIN XING 0.12% 2,245,196 2,245,196 0 2,245,196
natural person Unknown
ARROWSTREET
EMERGING
Foreign legal
MARKET ALPHA 0.11% 2,192,691 1,273,101 0 2,192,691 Unknown
person
EXTENSION
TRUST FUND
Strategic investors or general legal
person becoming top-ten ordinary
N/A
shareholders due to placing of new
shares (if any)
China Merchants Gangtong Development (Shenzhen) Co., Ltd. is a majority-owned subsidiary
Related or acting-in-concert parties of Broadford Global Limited, and Broadford Global Limited is the controlling shareholder of
among the shareholders above China Merchants Port Investment Development Company Limited. The Company does not
know whether the other unrestricted shareholders are related parties or not.
Above shareholders involved in
entrusting/being entrusted and None
giving up voting rights
Special account for share
repurchases (if any) None
among the 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 RMB
GANGTONG DEVELOPMENT 370,878,000 ordinary 370,878,000
(SHENZHEN) CO., LTD. share
SHENZHEN INFRASTRUCTURE
INVESTMENT FUND-
RMB
SHENZHEN INFRASTRUCTURE
64,850,182 ordinary 64,850,182
INVESTMENT FUND
share
PARTNERSHIP (LIMITED
PARTNERSHIP)
RMB
CHINA-AFRICA
64,102,564 ordinary 64,102,564
DEVELOPMENT FUND
share
Domesti
cally
BROADFORD GLOBAL
55,314,208 listed 55,314,208
LIMITED
foreign
share
RMB
HONG KONG SECURITIES
6,045,069 ordinary 6,045,069
CLEARING COMPANY LTD.
share
RMB
ZHU HUI 2,958,003 ordinary 2,958,003
share
Domesti
cally
CHINA MERCHANTS
2,563,555 listed 2,563,555
SECURITIES (HK) CO., LTD.
foreign
share
Domesti
cally
JIN XING 2,245,196 listed 2,245,196
foreign
share
Domesti
ARROWSTREET EMERGING cally
MARKET ALPHA EXTENSION 2,192,691 listed 2,192,691
TRUST FUND foreign
share
146
China Merchants Port Group Co., Ltd. Annual Report 2021
RMB
MAI SHUQING 2,129,247 ordinary 2,129,247
share
Related or acting-in-concert parties
among top 10 unrestricted public China Merchants Gangtong Development (Shenzhen) Co., Ltd. is a majority-owned subsidiary
shareholders, as well as between top of Broadford Global Limited. The Company does not know whether the other unrestricted
10 unrestricted public shareholders shareholders are related parties or not.
and top 10 shareholders
Top 10 ordinary shareholders
involved in securities margin trading N/A
(if any)
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
Li Jianhui,
and cold chain
BROADFORD GLOBAL Sun Ligan,
27 November 2017 68550019-000-11-21-9 services,
LIMITED Zheng
property
Peihui
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
Name of Legal
actual representat Unified social
Date of establishment Principal activity
controlle ive/person credit code
r in charge
Lease and agency of water/land passenger-cargo
transportation, water/land conveyance and facilities;
China investment and management of port and storage
Miao
Merchan 14 October 1986 10000522-0 business; salvage, refloatation and tugboat;
Jianmin
ts Group industrial production; construction, repairing,
checking and marketing of shipping, offshore
petroleum drilling equipment; repairing and
147
China Merchants Port Group Co., Ltd. Annual Report 2021
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
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:
74.35% shares of China Merchants Land Limited;
69.15% shares of Liaoning Port Co., Ltd.;
68.72% shares of China Merchants Expressway Network &Technology Holdings Co., Ltd;
65.69% shares of China Merchants Port Holdings Company Limited;
63.57% shares of China Merchants Shekou Industrial Zone Holdings Co., Ltd.;
57.64% shares of Sinotrans Limited;
54.26% shares of China Merchants Energy Shipping Co., Ltd;
Sharehol
51.16% shares of China Merchants Property Operation & Service Co., Ltd.;
dings of
44.17% shares of China Merchants Securities Co. Ltd.;
the
35.50% shares of China Merchants Commercial Real Estate Investment Trust;
actual
32.00% shares of Bosera China Merchants Shekou Industrial Park Closed-end Infrastructure Securities
controlle
Investment Fund;
r in
29.97% shares of China Merchants Bank Co., Ltd;
other
29.94% shares of Anhui Expressway Company Limited;
listed
27.97% shares of Nanjing Tanker Corporation;
compani
27.59% shares of China Merchants China Direct Investments Limited;
es at
26.64% shares of Shanghai International Port (Group) Co., Ltd;
home or
24.88% shares of Sichuan Expressway Company Limited;
abroad
24.49% shares of China International Marine Containers (Group) Ltd;
in this
19.08% shares of Jinzhou Port Co., Ltd.;
Reportin
17.75% shares of Fujian Expressway Development Co., Ltd;
g Period
16.52% shares of Heilongjiang Transport Development Co., Ltd;
16.32% shares of Hubei Chutian Smart Communication Co., Ltd.;
16.29% shares of Shandong Hi-speed Co., Ltd;
15.43% shares of Henan Zhongyuan Expressway Co., Ltd;
14.04% shares of Jilin Expressway Co., Ltd;
13.86% shares of Guangxi Wuzhou Communications Co., Ltd;
12.36% shares of China Great Wall Securities Co., Ltd.;
11.69% shares of Jiangsu Expressway Company Limited;
148
China Merchants Port Group Co., Ltd. Annual Report 2021
9.59% shares of Shanxi Road&Bridge Co.,Ltd.;
8.70% shares of Qilu Expressway Company Limited;
8.12% shares of Shenzhen Expressway Co., Ltd;
8.04% shares of Xiandai Investment Co., Ltd;
6.03% shares of S.F. Holding Co., Ltd.;
6.00% shares of Pangang Group Vanadium Titanium & Resources Co., Ltd.;
5.33% shares of Ningbo Zhoushan Port Company Limited;
2.43% shares of Linklogis Inc.;
2.36% shares of Qingdao Port International Co., Ltd;
2.10% shares of International Business Settlement Holdings Limited;
1.66% shares of Zhejiang Expressway Co., Ltd.;
1.20% shares of Oriental Times Media Co., Ltd;
1.02% shares of Sinotrans & CSC Phoenix Co., Ltd.;
0.62% shares of JD Logistics, Inc.;
0.53% shares of China Shipbuilding Industry Company Limited;
0.16% shares of CMMB Vision Holdings Limited;
0.11% shares of Haitong Securities Co., Ltd.;
0.10% shares of Sinopec Engineering (Group) Co., Ltd.;
0.02% shares of Bank of Tianjin Co., Ltd.;
0.01% shares of Bank of China Co., Ltd.
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:
Indicate by tick mark whether the actual controller controls the Company via trust or other ways of
149
China Merchants Port Group Co., Ltd. Annual Report 2021
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 represent
corporate ative/pers Date of establishment Registered capital Business scope or management activities
shareholders on in
charge
China
Li
Merchants
Jianhui,
Port
Sun HKD28,287,989,2 Investment management of equities and
Investment 15 November 2013
Ligan, 41 others
Development
Zheng
Company
Peihui
Limited
150
China Merchants Port Group Co., Ltd. Annual Report 2021
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 and unloading
China
tools, mechanical and electrical products
Merchants
RMB13,495,525,7 and non-ferrous metal products (excluding
Gangtong
Li Jianhui 16 January 2018 00 precious metals) (Commodities that
Development
involve state trading, quota, license and
(Shenzhen)
special administrative regulations shall be
Co., Ltd.
operated 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
Progress on any share repurchases:
□ Applicable √ Not applicable
Progress on reducing the repurchased shares by means of centralized bidding:
□ Applicable √ Not applicable
151
China Merchants Port Group Co., Ltd. Annual Report 2021
Part VIII Preference Shares
□ Applicable √ Not applicable
No preference shares in the Reporting Period.
152
China Merchants Port Group Co., Ltd. Annual Report 2021
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
Way of
Date of Value Bonds Interest Trading
Name Abbr. Code Maturity redemptio
issuance date balance rate place
n
Simple
interest is
adopted
and
calculated
by year.
No
compoun
2020 d interest
Public is
Offering calculated
of . Interests
Corporate are paid
Bonds of once
China 20 every Shenzhen
7 July 8 July 8 July 2,000,000
Merchant CMPort 149170 3.36% year and Stock
2020 2020 2023 ,000.00
s Port 01 principals Exchange
Group paid in
Co., Ltd. lump sum
(for at
qualified maturity.
investors) In the last
(Phase I) installme
nt, the
interests
are paid
together
with
principal
repaymen
t.
The Company's bonds are publicly issued to eligible investors who comply with the
Appropriate arrangement of the Measures for Issuance and Trading of Corporate Bonds and have opened an eligible A-
investors (if any) share securities account with Shenzhen Branch of China Securities Depository and
Clearing Co., Ltd. (CSDC).
Bilateral listing transactions through the centralized bidding system of Shenzhen Stock
Applicable trading mechanism
Exchange and the comprehensive agreement transactions platform
Risk of termination of listing
transactions (if any) and None
countermeasures
Overdue bonds
153
China Merchants Port Group Co., Ltd. Annual Report 2021
□ Applicable √ Not applicable
2. The Trigger and Execution of the Option Clause of the Issuers or Investors and the Investor
Protection Clause
□ Applicable √ Not applicable
3. Intermediary
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
2020 Public
Offering of 18F CITIC
Corporate Securities
Bonds of China CITIC Tower, No.8
Chen Tianya
Merchants Port Securities Co., Zhongxin 3rd Not applicable 0755-23835062
and Feng Yuan
Group Co., Ltd. Ltd. Road, Futian
(for qualified District,
investors) Shenzhen
(Phase I)
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
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
2,000,000,000.00 2,000,000,000.00 0.00 None None Yes
Merchants Port
Group Co., Ltd.
(for qualified
investors)
(Phase I)
The raised funds were used for project construction
□ Applicable √ Not applicable
154
China Merchants Port Group Co., Ltd. Annual Report 2021
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
Date Trad
Way of
of Value Interes ing
Name Abbr. Code Maturity Bonds balance redempt
issuan date t rate plac
ion
ce e
Super-short-
term Principa
Commercial ls and Inter
Papers of interest bank
China 20 CMPort 3 June 5 June 2 March paid in bon
012002045.IB 0 1.99%
Merchants SCP003 2020 2020 2021 lump d
Port Group sum at mar
Co., Ltd. maturit ket
(Phase III y
2020)
Super-short-
term Principa
Commercial ls and Inter
Papers of 12 13 interest bank
China 20 CMPort Nove Novem 12 May paid in bon
012003945.IB 0 2.5%
Merchants SCP004 mber ber 2021 lump d
Port Group 2020 2020 sum at mar
Co., Ltd. maturit ket
(Phase IV y
2020)
Super-short-
term Principa
Commercial ls and Inter
Papers of interest bank
21 22
China 21 CMPort 22 April paid in bon
012100333.IB Januar Januar 0 2.3%
Merchants SCP001 2021 lump d
y 2021 y 2021
Port Group sum at mar
Co., Ltd. maturit ket
(Phase I y
2021)
Super-short- 19 22 18 Principa Inter
21 CMPort
term 012101135.IB March March Septemb 0 2.73% ls and bank
SCP002
Commercial 2021 2021 er 2021 interest bon
155
China Merchants Port Group Co., Ltd. Annual Report 2021
Papers of paid in d
China lump mar
Merchants sum at ket
Port Group maturit
Co., Ltd. y
(Phase II
2021)
Interest
s paid
once
Medium-
every
term Notes of Inter
year
China bank
14 16 and
Merchants 21 CMPort 16 April 2,000,000,000. bon
102100703.IB April April 3.52% principa
Port Group MTN001 2024 00 d
2021 2021 ls paid
Co., Ltd. mar
in lump
(Phase I ket
sum on
2021)
the
redempt
ion date
Super-short-
term Principa
Commercial ls and Inter
Papers of interest bank
4
China 21 CMPort 4 June 7 June paid in bon
012102083.IB Decembe 0 2.55%
Merchants SCP003 2021 2021 lump d
r 2021
Port Group sum at mar
Co., Ltd. maturit ket
(Phase III y
2021)
Super-short-
term Principa
Commercial ls and Inter
Papers of interest bank
19 18
China 21 CMPort 20 July paid in bon
012102633.IB July October 0 2.3%
Merchants SCP004 2021 lump d
2021 2021
Port Group sum at mar
Co., Ltd. maturit ket
(Phase IV y
2021)
Super-short-
term Principa
Commercial ls and Inter
Papers of 26 27 interest bank
27
China 21 CMPort Septe Septem paid in bon
012103568.IB Decembe 0 2.3%
Merchants SCP005 mber ber lump d
r 2021
Port Group 2021 2021 sum at mar
Co., Ltd. maturit ket
(Phase V y
2021)
Super-short-
term Principa
Commercial ls and Inter
Papers of 1 2 interest bank
27
China 21 CMPort Nove Novem paid in bon
012103993.IB Decembe 0 2.3%
Merchants SCP006 mber ber lump d
r 2021
Port Group 2021 2021 sum at mar
Co., Ltd. maturit ket
(Phase VI y
2021)
Super-short-
10 Principa Inter
term
Dece 14 ls and bank
Commercial 14
21 CMPort mber Decem interest bon
Papers of 012105379.IB March 0 2.45%
SCP007 2021 ber paid in d
China 2021
to 13 2021 lump mar
Merchants
Dece sum at ket
Port Group
156
China Merchants Port Group Co., Ltd. Annual Report 2021
Co., Ltd. mber maturit
(Phase VII 2021 y
2021)
Appropriate
arrangement
of the Not applicable
investors (if
any)
Applicable
trading Inquiry
mechanism
Risk of
termination
of listing
transactions None
(if any) and
countermeas
ures
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
Lead
Bank Shenzhen
Underwriter:
Branch Luo Yingying,
China 0755-88023712
Building, No. Gan Yawen
Merchants Bank
2016 Shennan
Co., Ltd.
Avenue,
Shenzhen
22nd Floor,
CITIC
Securities
Joint lead Wang
Medium-term Building, No.
underwriter: Hongfeng,
Notes of China 48
CITIC Chen Tianya, 0755-2383 5888
Merchants Port Liangmaqiao Uninvolved
Securities Co., Feng Yuan, Qiu
Group Co., Ltd. Road,
Ltd. Chengfei
(Phase I 2021) Chaoyang
District,
Beijing
20th Floor,
China
Resources
Law firm: Building, No. 8
Liu Yongzhao,
Beijing Junhe Jianguomen 010-8519 1300
Chen Shanshan
Law Firm North Street,
Dongcheng
District,
Beijing
157
China Merchants Port Group Co., Ltd. Annual Report 2021
Room 60101,
Credit rating
Building 1, No.
agency: China
2 Nanzhugan
Chengxin 010-66428877-
Hutong, Lu Jingyi
International 533
Dongcheng
Credit Rating
District,
Co., Ltd.
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
Co-lead
underwriter:
No. 12,
Shanghai
Zhongshan East Lin Jie 021-61616388
Pudong
Super-short- Road, Shanghai
Development
term
Bank Co., Ltd.
Commercial
20th Floor,
Papers of China Uninvolved
China
Merchants Port
Resources
Group Co., Ltd.
Law firm: Building, No. 8
(Phase I 2021) Liu Yongzhao,
Beijing Junhe Jianguomen 010-8519 1300
Chen Shanshan
Law Firm North Street,
Dongcheng
District,
Beijing
Room 60101,
Credit rating
Building 1, No.
agency: China
2 Nanzhugan
Chengxin 010-66428877-
Hutong, Lu Jingyi
International 533
Dongcheng
Credit Rating
District,
Co., Ltd.
Beijing
No. 1
Lead Fuxingmen
Underwriter: Inner Street,
Xie Zhijian 010-66592416
Bank of China Xicheng
Limited District,
Beijing, China
Building 1,
Super-short- Joint lead
Yard 10,
term underwriter:
Guanghua
Commercial China CITIC
Road, Song Yu 010-66635905
Papers of China Bank Uninvolved
Chaoyang
Merchants Port Corporation
District,
Group Co., Ltd. Limited
Beijing
(Phase II 2021)
20th Floor,
China
Law firm: Resources
Liu Yongzhao,
Beijing Junhe Building, No. 8 010-8519 1300
Chen Shanshan
Law Firm Jianguomen
North
Street,Dongche
158
China Merchants Port Group Co., Ltd. Annual Report 2021
ng District,
Beijing
Room 60101,
Credit rating
Building 1, No.
agency: China
2 Nanzhugan
Chengxin 010-66428877-
Hutong, Lu Jingyi
International 533
Dongcheng
Credit Rating
District,
Co., Ltd.
Beijing
No. 1
Lead Fuxingmen
Underwriter: Inner Street,
Xie Zhijian 010-66592416
Bank of China Xicheng
Limited District,
Beijing, China
15th Floor,
Xingye
Building, No.
Joint lead
20
underwriter:
Chaoyangmen Yang Jingtan 010-89926629
Industrial Bank
North Street,
Co., Ltd.
Super-short- Chaoyang
term District,
Commercial Beijing
Papers of China 20th Floor, Uninvolved
Merchants Port China
Group Co., Ltd. Resources
(Phase III 2021) Law firm: Building, No. 8
Liu Yongzhao,
Beijing Junhe Jianguomen 010-8519 1300
Chen Shanshan
Law Firm North Street,
Dongcheng
District,
Beijing
Room 60101,
Credit rating
Building 1, No.
agency: China
2 Nanzhugan
Chengxin 010-66428877-
Hutong, Lu Jingyi
International 533
Dongcheng
Credit Rating
District,
Co., Ltd.
Beijing
Building 1,
Lead Dean An
Underwriter: Xingrong
China Center, No. 1 Zhou Peng, Xie 010-67596478 、
Construction Naoshikou Yuqian 0755-81683042
Super-short- Bank Street, Xicheng
term Corporation District,
Commercial Beijing
Papers of China No. 69, Uninvolved
Co-lead
Merchants Port Jianguomen
underwriter:
Group Co., Ltd. Inner Street,
Agricultural An Liwei 010-85109045
(Phase IV 2021) Dongcheng
Bank of China
District,
Co., Ltd.
Beijing
Law firm: 20th Floor,
Liu Yongzhao,
Beijing Junhe China 010-8519 1300
Chen Shanshan
Law Firm Resources
159
China Merchants Port Group Co., Ltd. Annual Report 2021
Building, No. 8
Jianguomen
North Street,
Dongcheng
District,
Beijing
Room 60101,
Credit rating
Building 1, No.
agency: China
2 Nanzhugan
Chengxin 010-66428877-
Hutong, Lu Jingyi
International 533
Dongcheng
Credit Rating
District,
Co., Ltd.
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
15th Floor,
Xingye
Building, No.
Joint lead
20
underwriter:
Chaoyangmen Yang Jingtan 010-89926629
Industrial Bank
Super-short- North Street,
Co., Ltd.
term Chaoyang
Commercial District,
Papers of China Beijing Uninvolved
Merchants Port 20th Floor,
Group Co., Ltd. China
(Phase V 2021) Resources
Law firm: Building, No. 8
Liu Yongzhao,
Beijing Junhe Jianguomen 010-8519 1300
Chen Shanshan
Law Firm North Street,
Dongcheng
District,
Beijing
Room 60101,
Credit rating
Building 1, No.
agency: China
2 Nanzhugan
Chengxin 010-66428877-
Hutong, Lu Jingyi
International 533
Dongcheng
Credit Rating
District,
Co., Ltd.
Beijing
China
Merchants
Lead
Super-short- Bank Shenzhen
Underwriter:
term Branch Luo Yingying,
China 0755-88023712
Commercial Building, No. Gan Yawen
Merchants Bank
Papers of China 2016 Shennan Uninvolved
Co., Ltd.
Merchants Port Avenue,
Group Co., Ltd. Shenzhen
(Phase VI 2021) Joint lead Building 1,
underwriter: Yard 10, Song Yu 010-66635905
China CITIC Guanghua
160
China Merchants Port Group Co., Ltd. Annual Report 2021
Bank Road,
Corporation Chaoyang
Limited District,
Beijing
20th Floor,
China
Resources
Law firm: Building, No. 8
Liu Yongzhao,
Beijing Junhe Jianguomen 010-8519 1300
Chen Shanshan
Law Firm North Street,
Dongcheng
District,
Beijing
Room 60101,
Credit rating
Building 1, No.
agency: China
2 Nanzhugan
Chengxin 010-66428877-
Hutong, Lu Jingyi
International 533
Dongcheng
Credit Rating
District,
Co., Ltd.
Beijing
No. 69,
Lead
Jianguomen
Underwriter:
Inner Street, Luo Yingying,
Agricultural 0755-88023712
Dongcheng Gan Yawen
Bank of China
District,
Co., Ltd.
Beijing
No. 1
Joint lead Fuxingmen
underwriter: Inner Street,
An Liwei 010-85109045
Bank of China Xicheng
Super-short- Limited District,
term Beijing, China
Commercial 20th Floor,
Papers of China China
Uninvolved
Merchants Port Resources
Group Co., Ltd. Law firm: Building, No. 8
Liu Yongzhao,
(Phase VII Beijing Junhe Jianguomen 010-8519 1300
Chen Shanshan
2021) Law Firm North Street,
Dongcheng
District,
Beijing
Room 60101,
Credit rating
Building 1, No.
agency: China
2 Nanzhugan
Chengxin 010-66428877-
Hutong, Lu Jingyi
International 533
Dongcheng
Credit Rating
District,
Co., Ltd.
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
161
China Merchants Port Group Co., Ltd. Annual Report 2021
Whether is
consistent
Rectificati with the
Operation
on of usage,
Unuse of special
raised using plan
d account for
Bonds Total amount Amount spent funds for and other
amoun raised
violation agreements
t funds (if
operation stipulated in
any)
(if any) the raising
specificatio
n
Super-short-
term
Commercial
Papers of
China
1,000,000,000.00 1,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase III
2020)
Super-short-
term
Commercial
Papers of
China
1,200,000,000.00 1,200,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase IV
2020)
Super-short-
term
Commercial
Papers of
China 800,000,000.00 800,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase I 2021)
Super-short-
term
Commercial
Papers of
China
1,000,000,000.00 1,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase II
2021)
Medium-term
Notes of China
Merchants
2,000,000,000.00 2,000,000,000.00 0.00 None None Yes
Port Group
Co., Ltd.
(Phase I 2021)
162
China Merchants Port Group Co., Ltd. Annual Report 2021
Super-short-
term
Commercial
Papers of
China
1,000,000,000.00 1,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase III
2021)
Super-short-
term
Commercial
Papers of
China
1,000,000,000.00 1,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase IV
2021)
Super-short-
term
Commercial
Papers of
China
1,000,000,000.00 1,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase V
2021)
Super-short-
term
Commercial
Papers of
China
1,000,000,000.00 1,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase VI
2021)
Super-short-
term
Commercial
Papers of
China
2,000,000,000.00 2,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase VII
2021)
The raised funds were used for project construction
□ Applicable √ Not applicable
163
China Merchants Port Group Co., Ltd. Annual Report 2021
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
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
Unit: RMB’0,000
Item 31 December 2021 31 December 2020 Increase/decrease
Current ratio 75.96% 83.48% -9.01%
Debt/asset ratio 36.91% 37.29% -0.38%
Quick ratio 75.32% 82.54% -8.75%
2021 2020 Increase/decrease
Net profit after deducting
non-recurring profit or 235,570.03 127,135.20 85.29%
loss
Debt/EBITDA ratio 21.65% 18.74% 2.91%
Interest cover (times) 4.62 3.39 36.28%
164
China Merchants Port Group Co., Ltd. Annual Report 2021
Cash-to-interest cover
5.02 4.16 20.67%
(times)
EBITDA-to-interest
7.16 5.85 22.39%
cover (times)
Loan repayment rate 100.00% 100.00% -
Interest coverage 100.00% 100.00% -
165
China Merchants Port Group Co., Ltd. Annual Report 2021
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 30 March 2022
Deloitte Touche Tohmatsu Certified Public
Name of the independent auditor
Accountants LLP
Reference number of Audit Report De Shi Bao (Shen) Zi (22) No. [P02569]
Name of the certified public accountants Xu Xiangzhao, Pi Dehan
II Financial Statements
See attached.
For and on behalf of the Board
Wang Xiufeng
Legal representative of
China Merchants Port Group Co., Ltd.
Dated 31 March 2022
166
China Merchants Port Group Co., Ltd. Annual Report 2021
CHINA MERCHANTS PORT GROUP CO., LTD.
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
CHINA MERCHANTS PORT GROUP CO., LTD.
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
CONTENTS Pages
AUDITOR'S REPORT 1-6
THE CONSOLIDATED AND COMPANY'S BALANCE SHEETS 7-9
THE CONSOLIDATED AND COMPANY'S INCOME STATEMENTS 10 - 11
THE CONSOLIDATED AND COMPANY'S CASH FLOW STATEMENTS 12 - 13
THE CONSOLIDATED AND COMPANY'S STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY 14 - 17
NOTES TO ITEMS OF THE FINANCIAL STATEMENTS 18 - 181
AUDITOR'S REPORT
De Shi Bao (Shen) Zi (22) No. P02569
(Page 1 of 6)
To all the shareholders of China Merchants Port Group Co., Ltd.,
I. Audit Opinion
We have audited the accompanying financial statements of China Merchants Port Group Co., Ltd.
(hereinafter referred to as "the Company"), which comprise the consolidated and company balance
sheets as at 31 December 2021, 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 present fairly, in all material
respects, the consolidated and company's financial position as of 31 December 2021, 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 the Auditing Standards for the Chinese Certified Public
Accountants. 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 the Auditing Standards for the Chinese Certified Public Accountants,
and we have fulfilled our other ethical responsibilities in accordance with the standards. 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, and 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 investment in associates and joint ventures
As disclosed in Notes (VIII) 13 to the consolidated financial statements, on 31 December 2021, the
book value of China Merchants Port Group's long-term equity investment in associates amounted to
RMB 61,813,448,065.88, accounting for 55.67% of the total shareholder's equity. In 2021, the
investment income from associates recognized by the equity method amounts to RMB
6,048,315,587.10, accounting for 79.01% of the consolidated net profit. Since the amount of
investment income recognized by China Merchants Port Group for associates this 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 investment in associates as a
merger key audit matters of financial statements.
-1-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (22) No. P02569
(Page 2 of 6)
III. Key Audit Matters - continued
1. Subsequent measurement of long-term equity investment in associates and joint ventures -
continued
Principal audit procedures we performed for key audit matters are as follows:
(1) Understood the certified public accountants of major associates/joint ventures and evaluated
their independence and professional competence;
(2) Identified and assessed the risk of material misstatement in the financial statements of the major
associates/joint ventures from the perspective of auditing the consolidated financial statements
of the Company by reading the financial statements of the major associates/joint ventures and
discussing with the management the financial performance of the major associates/joint
ventures 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/joint
ventures 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 associates/joint
ventures were consistent with the Company's. If not, checked whether the financial statements
of the associates/joint ventures have been adjusted according to the accounting policies and
accounting period of the Company, and recognized the amount of investment income under
equity method on that basis.
2. Goodwill impairment
As disclosed in Notes (VIII) 22 to the consolidated financial statements, as at 31 December 2021, the
goodwill in the consolidated financial statements of the Company was RMB 6,024,160,942.07. The
management of the Company used 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
included key assumptions, such as income growth rate, gross profit margin, discount rate, etc. We
identified the 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 (22) No. P02569
(Page 3 of 6)
III. Key Audit Matters - continued
2. Goodwill impairment - continued
Principal audit procedures we performed for key audit matters are as follows:
(1) Assessed reasonability of division of asset group and combination of asset group management
made by management;
(2) Referred to industry practice to assess whether the management's approach in cash flows
forecast is appropriate and whether the assumptions used are 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 appropriateness.
(5) Understood the basis for management to determine the growth rate of the business in the
subsequent forecast period and assessed its appropriateness;
(6) Assessed the appropriateness of the discount rate adopted by the management in combination
with market risk-free interest rates, risk factors, etc.;
(7) Use the work of internal evaluation experts to evaluate the appropriateness of management's
assessment method of 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
the cash flow 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) Reviewed whether the method used to assess the fair value less costs of disposal was
appropriate.
(10) Assess the adequacy and appropriateness of the disclosure of the goodwill impairment test.
IV. Other Information
The Company is responsible for the other information. The other information comprises the
information included in the 2021 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 (22) No. P02569
(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 the
preparation of financial statements that 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 Auditing Standards for the Chinese Certified Public Accountants 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 expected influence the
economic decisions taken based on these financial statements by reasonable users.
As part of an audit in accordance with Auditing Standards for the Chinese Certified Public
Accountants, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
-4-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (22) No. P02569
(Page 5 of 6)
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
(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 directors' 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 cause 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 over audit scope, time arrangement and
significant audit findings, including any significant deficiencies of internal control that we identified
through 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 (22) No. P02569
(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
Xu Xiangzhao
Chinese Certified Public Accountant
Pi Dehan
30 March 2022
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 2021
Consolidated Balance Sheet
RMB
Opening balance
Item Notes Closing balance
(Restated)
Current Assets:
Cash and bank balances (VIII)1 12,772,349,406.77 11,918,423,758.71
Held-for-trading financial assets (VIII)2 6,921,831,502.55 850,165,448.59
Notes receivable (VIII)3 6,081,611.95 5,391,994.84
Accounts receivable (VIII)4 1,320,577,577.81 1,393,349,417.02
Receivables financing (VIII)5 238,429,402.71 217,449,966.41
Prepayments (VIII)6 51,606,794.20 51,217,870.43
Other receivables (VIII)7 696,276,595.87 3,561,292,313.98
Inventories (VIII)8 194,920,136.12 214,823,976.30
Assets held for sale (VIII)9 337,442,757.28 337,442,757.28
Non-current assets due within one year (VIII)10 102,356,461.97 67,692,473.44
Other current assets (VIII)11 339,684,297.41 434,074,085.16
Total current assets 22,981,556,544.64 19,051,324,062.16
Non-current Assets:
Long-term receivables (VIII)12 6,162,713,861.02 3,887,949,993.10
Long-term equity investments (VIII)13 70,353,451,824.52 66,242,411,222.90
Investments in other equity instruments (VIII)14 180,251,798.43 181,467,057.74
Other non-current financial assets (VIII)15 809,515,244.87 910,807,452.56
Investment properties (VIII)16 5,298,238,414.88 5,558,755,275.21
Fixed assets (VIII)17 31,710,513,230.29 29,479,755,159.21
Construction in progress (VIII)18 2,557,584,953.92 5,381,430,606.18
Right-of-use assets (VIII)19 8,743,077,542.19 9,087,741,812.94
Intangible assets (VIII)20 18,475,412,380.93 18,772,180,542.10
Development expenditure (VIII)21 82,391,225.85 64,237,735.23
Goodwill (VIII)22 6,024,160,942.07 6,675,939,930.13
Long-term prepaid expenses (VIII)23 975,994,541.52 874,999,735.91
Deferred tax assets (VIII)24 398,145,710.84 420,857,076.76
Other non-current assets (VIII)25 1,231,092,952.69 2,138,468,683.64
Total non-current assets 153,002,544,624.02 149,677,002,283.61
TOTAL ASSETS 175,984,101,168.66 168,728,326,345.77
-7-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2021
Consolidated Balance Sheet - continued
RMB
Opening balance
Item Notes Closing balance
(Restated)
Current liabilities:
Short-term borrowings (VIII)26 13,651,452,805.36 10,483,775,548.93
Notes payable (VIII)27 1,895,987.17 7,081,772.32
Accounts payable (VIII)28 843,820,438.51 607,972,699.59
Receipts in advance (VIII)29 9,313,166.01 39,510,127.90
Contract liabilities (VIII)30 196,784,525.26 157,442,109.67
Employee benefits payable (VIII)31 820,416,415.47 726,897,125.42
Taxes payable (VIII)32 2,162,719,251.68 2,370,258,689.99
Other payables (VIII)33 2,140,108,341.08 2,481,217,568.40
Non-current liabilities due within one year (VIII)34 8,268,209,284.17 3,564,587,701.07
Other current liabilities (VIII)35 2,158,497,775.85 2,383,668,985.94
Total current liabilities 30,253,217,990.56 22,822,412,329.23
Non-current Liabilities:
Long-term borrowings (VIII)36 7,144,839,870.89 7,406,322,693.81
Bonds payable (VIII)37 16,670,872,414.14 21,090,545,845.56
Including: Preferred shares -
Perpetual bonds -
Lease liabilities (VIII)38 1,055,194,906.09 1,327,850,984.08
Long-term payables (VIII)39 3,422,179,366.40 1,228,461,573.69
Long-term employee benefits payable (VIII)40 588,681,492.63 507,714,699.46
Provisions (VIII)41 24,247,302.42 100,406,745.66
Deferred income (VIII)42 1,075,957,884.91 1,113,180,823.99
Deferred tax liabilities (VIII)24 4,550,417,470.61 4,347,553,142.73
Other non-current liabilities (VIII)43 163,065,578.53 2,982,220,894.03
Total non-current liabilities 34,695,456,286.62 40,104,257,403.01
TOTAL LIABILITIES 64,948,674,277.18 62,926,669,732.24
Shareholders' equity:
Share capital (VIII)44 1,922,365,124.00 1,922,365,124.00
Capital reserve (VIII)45 23,592,702,758.70 22,839,598,324.56
Other comprehensive income (VIII)46 -890,125,318.18 -826,697,303.06
Special reserve (VIII)47 9,184,429.12 10,201,178.30
Surplus reserve (VIII)48 961,182,562.00 890,690,322.28
Unappropriated profit (VIII)49 14,205,879,106.49 12,329,120,098.70
Total shareholders' equity attributable to shareholders
39,801,188,662.13 37,165,277,744.78
of the parent
Minority interests 71,234,238,229.35 68,636,378,868.75
TOTAL SHAREHOLDERS' EQUITY 111,035,426,891.48 105,801,656,613.53
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 175,984,101,168.66 168,728,326,345.77
The accompanying notes form part of the financial statements.
The financial statements were signed by the following:
Wang Xiufeng Tu Xiaoping Tu Xiaoping
Legal Representative Chief Financial Officer Head of Accounting Department
-8-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2021
Balance Sheet of the Company
RMB
Item Notes Closing balance Opening balance
Current Assets:
Cash and bank balances 2,913,761,567.31 753,590,556.77
Held-for-trading financial assets 4,355,978,026.30 800,000,000.00
Prepayments - 32,236.27
Other receivables (XVIII) 1 1,256,742,971.01 1,102,712,752.04
Other current assets 3,799,849.79 2,574,148.83
Total current assets 8,530,282,414.41 2,658,909,693.91
Non-current Assets:
Long-term receivables 8,447,395.74 8,667,950.38
Long-term equity investments (XVIII) 2 38,632,541,293.73 37,236,798,123.55
Investments in other equity instruments 154,017,984.69 155,610,830.00
Fixed assets 1,684,450.22 748,147.75
Construction in progress 8,714,886.98 3,502,416.12
Intangible assets 53,886,017.45 56,760,723.98
Long-term prepaid expenses 1,223,180.69 1,572,660.89
Deferred tax assets 1,846,793.34 1,846,793.34
Total non-current assets 38,862,362,002.84 37,465,507,646.01
TOTAL ASSETS 47,392,644,417.25 40,124,417,339.92
Current Liabilities:
Short-term borrowings 6,606,500,555.58 2,174,486,432.93
Employee benefits payable 36,196,999.78 27,085,844.52
Taxes payable 166,072,684.93 208,459,425.46
Other payables 1,136,030,015.25 460,457,238.16
Non-current liabilities due within one year 82,735,342.45 33,040,000.00
Other current liabilities 2,007,042,725.30 2,224,519,555.57
Total current liabilities 10,034,578,323.29 5,128,048,496.64
Non-current Liabilities:
Bonds payable 4,000,000,000.00 2,000,000,000.00
Provisions 1,003,584.24 -
Deferred tax liabilities 44,515,821.76 43,419,526.51
Total non-current liabilities 4,045,519,406.00 2,043,419,526.51
TOTAL LIABILITIES 14,080,097,729.29 7,171,468,023.15
SHAREHOLDERS' EQUITY
Share capital 1,922,365,124.00 1,922,365,124.00
Capital reserve 27,594,079,596.13 27,591,847,402.73
Other comprehensive income 105,412,294.52 105,536,222.50
Surplus reserve 961,182,562.00 890,690,322.28
Unappropriated profit 2,729,507,111.31 2,442,510,245.26
TOTAL SHAREHOLDERS' EQUITY 33,312,546,687.96 32,952,949,316.77
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 47,392,644,417.25 40,124,417,339.92
The accompanying notes form part of the financial statements.
-9-
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2021
Consolidated Income Statement
RMB
Amount incurred in
Amount incurred in
Item Notes the prior period
the current period
(Restated)
I. Operating income (VIII)50 15,283,808,174.60 12,756,744,317.91
Less: Operating costs (VIII)50 9,046,836,182.49 7,961,938,835.40
Taxes and surcharges (VIII)51 191,974,244.31 151,930,002.18
Administrative expenses (VIII)52 1,729,160,558.50 1,605,655,465.25
Research and development expenses 217,905,635.67 168,787,774.86
Financial expenses (VIII)53 1,545,338,597.29 1,231,930,503.70
Including: Interest expense 1,909,848,615.00 1,949,912,922.21
Interest income 377,563,874.49 326,239,184.34
Add: Other income (VIII)54 363,245,161.08 207,726,827.70
Investment income (VIII)55 6,636,949,510.91 4,909,830,592.83
Including: Income from investments in associates
(VIII)55 6,290,957,480.59 3,992,772,117.69
and joint ventures
Gains from changes in fair value (Loss is marked with "-" ) (VIII)56 221,242,275.17 -411,508,773.58
Gains from impairment of credit (Loss is marked with "-" ) (VIII)57 -252,953,617.50 -457,301,295.35
Gains from impairment of assets (Loss is marked with "-" ) (VIII)58 -420,492,515.75 -551,370,042.53
Gains on disposal of assets (Loss is marked with "-" ) (VIII)59 35,576,459.42 1,489,206,502.32
II. Operating profit 9,136,160,229.67 6,823,085,547.91
Add: Non-operating income (VIII)60 43,467,537.50 81,715,412.68
Less: Non-operating expenses (VIII)61 95,528,693.11 79,003,740.77
III. Gross profit 9,084,099,074.06 6,825,797,219.82
Less: Income tax expenses (VIII)62 1,429,093,084.31 1,277,021,844.62
IV. Net profit 7,655,005,989.75 5,548,775,375.20
(I) Categorization by continuity of operation
1. Net profit from continuing operation 7,655,005,989.75 5,548,775,375.20
2. Net profit from discontinued operation -
(II) Categorization by attribution of ownership
1. Net profit attributable to shareholders of the parent 2,685,829,204.07 2,073,844,409.04
2. Profit or loss attributable to minority shareholders 4,969,176,785.68 3,474,930,966.16
V. Other comprehensive income, net of tax (VIII) 64 -711,791,683.91 -1,849,656,940.86
Other comprehensive income attributable to owners of the parent,
-61,106,763.50 -470,752,737.15
net of tax
(I) Other comprehensive income that will not be reclassified to
-316,112.17 -1,552,867.01
profit or loss
1. Changes from remeasurement of the defined benefit plan -8,714,853.33 10,248,546.35
2. Other comprehensive income that cannot be reclassified to
9,495,957.95 -11,817,008.06
profit or loss under the equity method
3. Fair value changes of investments in other equity instruments -1,097,216.79 15,594.70
(II) Other comprehensive income that will be reclassified
-60,790,651.33 -469,199,870.14
subsequently to profit or loss
1. Other comprehensive income that can be reclassified to profit
20,160,707.37 90,675,445.06
or loss under the equity method
2. Translation differences of financial statements denominated
-80,951,358.70 -559,875,315.20
in foreign currencies
Other comprehensive income attributable to minority interests,
-650,684,920.41 -1,378,904,203.71
net of tax
VI. Total comprehensive income attributable to: 6,943,214,305.84 3,699,118,434.34
Shareholders of the parent 2,624,722,440.57 1,603,091,671.89
Minority shareholders 4,318,491,865.27 2,096,026,762.45
VII. Earnings per share
(I) Basic earnings per share 1.40 1.08
(II) Diluted earnings per share 1.40 1.08
The accompanying notes form part of the financial statements.
- 10 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2021
Income Statement of the Company
RMB
Amount incurred in Amount incurred in
Item Notes
the current period the prior period
I. Operating income (XVIII) 3 2,642,001.75 6,653,002.66
Less: Operating costs (XVIII) 3 2,265,959.45 2,265,959.64
Taxes and surcharges 844,763.45 2,520,271.63
Administrative expenses 149,779,423.73 133,748,040.20
Financial expenses 197,780,513.57 59,313,221.11
Including: Interest expense 247,594,446.06 87,576,683.75
Interest income 58,523,130.29 38,511,845.95
Add: Other income 129,405.22 355,292.70
Investment income (XVIII) 4 1,596,809,225.29 2,975,643,847.56
Including: Income from investments in associates
(XVIII) 4 226,225,111.65 57,647,049.81
and joint ventures
Gains (losses) from changes in fair value 5,978,026.30 33,096,476.05
II. Operating profit 1,254,887,998.36 2,817,901,126.39
Add: Non-operating income 430,740.39 5,001.83
III. Gross profit 1,255,318,738.75 2,817,906,128.22
Less: Income tax expenses 168,246,527.86 214,455,979.69
IV. Net profit 1,087,072,210.89 2,603,450,148.53
V. Other comprehensive income, net of tax -123,927.98 -58,353.75
(I) Other comprehensive income that cannot be reclassified
-2,225,208.98 -58,353.75
to profit or loss
1. Changes from remeasurement of the defined benefit plan - -
2. Other comprehensive income that cannot be reclassified to
-1,030,575.00 -
profit or loss under the equity method
3. Fair value changes of investments in other equity instruments -1,194,633.98 -58,353.75
(II) Other comprehensive income that will be reclassified to profit
2,101,281.00 -
or loss
1. Other comprehensive income that can be reclassified
2,101,281.00 -
to profit or loss under the equity method
2. Translation differences of financial statements denominated
- -
in foreign currencies
VI. Total comprehensive income 1,086,948,282.91 2,603,391,794.78
The accompanying notes form part of the financial statements.
- 11 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2021
Consolidated Cash Flow Statement
RMB
Amount incurred in Amount incurred in
Item Notes
the current period the prior period
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 15,567,101,995.95 12,878,256,705.27
Receipts of tax refunds 142,122,022.96 43,190,041.64
Other cash receipts relating to operating activities (VIII) 65(1) 1,023,728,271.31 912,282,370.53
Sub-total of cash inflows 16,732,952,290.22 13,833,729,117.44
Cash payments for goods purchased and services received 4,395,758,133.61 3,526,421,961.61
Cash payments to and on behalf of employees 3,313,989,844.94 2,842,897,173.86
Payments of various types of taxes 1,637,763,934.22 1,073,013,338.43
Other cash payments relating to operating activities (VIII) 65(2) 875,113,806.97 840,107,630.53
Sub-total of cash outflows 10,222,625,719.74 8,282,440,104.43
Net Cash Flows from Operating Activities (VIII) 66(1) 6,510,326,570.48 5,551,289,013.01
II. Cash Flows from Investing Activities:
Cash receipts from disposals and recovery of investments 17,047,342,468.86 9,137,020,345.82
Cash receipts from investments income 2,956,256,663.23 1,552,583,683.37
Net cash receipts from disposal of fixed assets, intangible assets
76,761,096.56 389,937,931.20
and other long-term assets
Other cash receipts relating to investing activities (VIII) 65(3) 437,156,571.09 1,453,513,215.71
Sub-total of cash inflows 20,517,516,799.74 12,533,055,176.10
Cash payments to acquire or construct fixed assets, intangible
2,235,972,958.53 2,730,742,008.88
assets and other long-term assets
Cash payments to acquire investments 22,831,319,242.28 13,686,331,715.60
Other cash payments relating to investing activities (VIII) 65(4) 22,232,300.95 3,009,770,350.62
Sub-total of cash outflows 25,089,524,501.76 19,426,844,075.10
Net Cash Flows from Investing Activities -4,572,007,702.02 -6,893,788,899.00
III. Cash Flows from Financing Activities:
Cash receipts from capital contributions 1,960,000.00 5,347,041,408.13
Including: Cash receipts from capital contributions from
1,960,000.00 5,347,041,408.13
Minority shareholder of subsidiary
Cash receipts from borrowings 17,088,797,909.66 24,095,846,198.30
Cash receipts from issue of bonds 9,797,840,000.00 6,197,833,243.33
Other cash receipts relating to financing activities (VIII) 65(5) - 1,937,954,936.36
Sub-total of cash inflows 26,888,597,909.66 37,578,675,786.12
Cash repayments of borrowings 23,334,671,577.97 26,544,628,012.33
Cash payments for distribution of dividends or profits or
4,000,078,191.43 4,326,228,539.60
settlement of interest expenses
Including: Payments for distribution of dividends or profits to
1,600,821,550.56 1,586,039,122.85
Minority shareholder of subsidiary
Other cash payments relating to financing activities (VIII) 65(6) 503,530,516.74 1,314,676,771.71
Sub-total of cash outflows 27,838,280,286.14 32,185,533,323.64
Net Cash Flows from Financing Activities -949,682,376.48 5,393,142,462.48
IV. Effect of Foreign Exchange Rate Changes on Cash
-159,899,580.91 60,305,024.35
and Cash Equivalents
V. Net Increase in Cash and Cash Equivalents 828,736,911.07 4,110,947,600.84
Add: Opening balance of Cash and Cash Equivalents (VIII) 66(2) 11,898,618,327.29 7,787,670,726.45
VI. Closing Balance of Cash and Cash Equivalents (VIII) 66(2) 12,727,355,238.36 11,898,618,327.29
The accompanying notes form part of the financial statements.
- 12 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2021
Cash Flow Statement of the Company
RMB
Amount incurred in Amount incurred in
Item Notes
the current period the prior period
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 979,698.05 -
Other cash receipts relating to operating activities 235,966,260.63 88,581,495.56
Sub-total of cash inflows 236,945,958.68 88,581,495.56
Cash payments for goods purchased and services received 40,000.00 -
Cash payments to and on behalf of employees 97,250,483.46 56,294,477.30
Payments of various types of taxes 210,087,464.31 211,434,912.21
Other cash payments relating to operating activities 258,672,489.54 61,598,017.83
Sub-total of cash outflows 566,050,437.31 329,327,407.34
Net Cash Flows from Operating Activities -329,104,478.63 -240,745,911.78
II. Cash Flows from Investing Activities:
Cash receipts from disposals and recovery of investments 10,580,000,000.00 2,950,000,000.00
Cash receipts from investment income 617,411,256.40 1,530,980,750.04
Other cash receipts relating to investing activities 340,000,000.00 297,303,477.07
Sub-total of cash inflows 11,537,411,256.40 4,778,284,227.11
Cash payments to acquire or construct fixed assets, intangible
7,311,253.87 1,526,872.01
assets and other long-term assets
Cash payments to acquire investments 14,416,331,314.09 5,567,604,695.27
Net cash payments for acquisitions of subsidiaries and other
- 3,006,793,109.07
business units
Other cash payments relating to investing activities 588,583,691.07 436,450,231.63
Sub-total of cash outflows 15,012,226,259.03 9,012,374,907.98
Net Cash Flows from Investing Activities -3,474,815,002.63 -4,234,090,680.87
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 7,600,000,000.00 2,372,563,339.18
Cash receipts from issue of bonds 9,797,840,000.00 6,197,833,243.33
Other cash receipts relating to financing activities 915,000,000.00 544,400,000.00
Sub-total of cash inflows 18,312,840,000.00 9,114,796,582.51
Cash repayments of borrowings 11,381,742,457.36 3,233,786,000.00
Cash payments for distribution of dividends or profits or
965,552,501.17 905,286,543.64
settlement of interest expenses
Other cash payments relating to financing activities 1,274,938.84 437,554,375.82
Sub-total of cash outflows 12,348,569,897.37 4,576,626,919.46
Net Cash Flows from Financing Activities 5,964,270,102.63 4,538,169,663.05
IV. Effect of Foreign Exchange Rate Changes on Cash
-179,610.83 -427,725.05
and Cash Equivalents
V. Net Increase in Cash and Cash Equivalents 2,160,171,010.54 62,905,345.35
Add: Opening Balance of Cash and Cash Equivalents 753,590,556.77 690,685,211.42
VI. Closing Balance of Cash and Cash Equivalents 2,913,761,567.31 753,590,556.77
The accompanying notes form part of the financial statements.
- 13 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2021
Consolidated Statement of Changes in Shareholders' Equity
RMB
2021
Equity attributable to shareholders of the parent
Total
Item Other
Special Surplus Unappropriated Minority interests shareholders'
Share capital Capital reserve comprehensive
reserve reserve profit equity
income
I. Closing balance of the preceding year 1,922,365,124.00 22,805,069,335.49 -826,697,303.06 10,201,178.30 890,690,322.28 12,316,177,395.17 68,559,161,478.89 105,676,967,531.07
Add: Changes in accounting policies - - - - - - - -
Corrections of prior period errors - - - - - - - -
Business combination involving enterprises
- 34,528,989.07 - - - 12,942,703.53 77,217,389.86 124,689,082.46
under common control
Others - - - - - - - -
II. Opening balance of the year 1,922,365,124.00 22,839,598,324.56 -826,697,303.06 10,201,178.30 890,690,322.28 12,329,120,098.70 68,636,378,868.75 105,801,656,613.53
III. Changes for the year - 753,104,434.14 -63,428,015.12 -1,016,749.18 70,492,239.72 1,876,759,007.79 2,597,859,360.60 5,233,770,277.95
(I) Total comprehensive income - - -61,106,763.50 - - 2,685,829,204.07 4,318,491,865.27 6,943,214,305.84
(II) Owners' contributions and reduction in capital - 753,104,434.14 -1,033,518.86 - - -1,588,932.52 143,222,332.57 893,704,315.33
1. Ordinary shares contributed by shareholders - - - - - - - -
2. Capital contribution from holders
- - - - - - - -
of other equity instruments
3. Share-based payment recognized in shareholders' equity - -139,669.02 - - - - -656,323.25 -795,992.27
4. Others - 753,244,103.16 -1,033,518.86 - - -1,588,932.52 143,878,655.82 894,500,307.60
(III) Profit distribution - - - - 70,492,239.72 -808,768,996.52 -1,864,400,984.46 -2,602,677,741.26
1. Transfer to surplus reserve - - - - 70,492,239.72 -70,492,239.72 - -
2. Transfer to general risk reserve - - - - - - - -
3. Distributions to shareholders - - - - - -730,498,747.12 -1,678,821,128.83 -2,409,319,875.95
4. Others - - - - - -7,778,009.68 -185,579,855.63 -193,357,865.31
(IV) Transfers within shareholders' equity - - -1,287,732.76 - - 1,287,732.76 - -
1. Capitalization of capital reserve - - - - - - - -
2. Capitalization of surplus reserve - - - - - - - -
3. Loss offset by surplus reserve - - - - - - - -
4. Others - - -1,287,732.76 - - 1,287,732.76 - -
(V) Special reserve - - - -1,016,749.18 - - 546,147.22 -470,601.96
1. Transfer to special reserve in the period - - - 48,296,277.57 - - 52,595,662.54 100,891,940.11
2. Amount utilized in the period - - - -49,313,026.75 - - -52,049,515.32 -101,362,542.07
(VI) Others - - - - - - - -
IV. Closing balance of the year 1,922,365,124.00 23,592,702,758.70 -890,125,318.18 9,184,429.12 961,182,562.00 14,205,879,106.49 71,234,238,229.35 111,035,426,891.48
- 14 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2021
Consolidated Statement of Changes in Shareholders' Equity - continued
RMB
2020(Restated)
Equity attributable to shareholders of the parent
Total
Item Other
Special Surplus Unappropriated Minority interests shareholders'
Share capital Capital reserve comprehensive
reserve reserve profit equity
income
I. Closing balance of the preceding year 1,922,365,124.00 22,296,485,467.35 -355,944,565.91 12,386,734.70 630,345,307.43 11,467,166,351.85 59,017,403,192.82 94,990,207,612.24
Add: Changes in accounting policies - - - - - - - -
Corrections of prior period errors - - - - - - - -
Business combination involving enterprises
- 34,528,989.07 - - - 4,421,264.15 62,531,504.60 101,481,757.82
under common control
Others - - - - - - - -
II. Opening balance of the year 1,922,365,124.00 22,331,014,456.42 -355,944,565.91 12,386,734.70 630,345,307.43 11,471,587,616.00 59,079,934,697.42 95,091,689,370.06
III. Changes for the year - 508,583,868.14 -470,752,737.15 -2,185,556.40 260,345,014.85 857,532,482.70 9,556,444,171.33 10,709,967,243.47
(I) Total comprehensive income - - -470,752,737.15 - - 2,073,844,409.04 2,096,026,762.45 3,699,118,434.34
(II) Owners' contributions and reduction in capital - 508,583,868.14 - - - - 9,813,153,124.68 10,321,736,992.82
1. Ordinary shares contributed by shareholders - - - - - - - -
2. Capital contribution from holders of other equity
- - - - - - 5,347,041,408.13 5,347,041,408.13
instruments
3. Share-based payment recognized in shareholders' equity - 10,096,607.62 - - - - 9,116,783.96 19,213,391.58
4. Others - 498,487,260.52 - - - - 4,456,994,932.59 4,955,482,193.11
(III) Profit distribution - - - - 260,345,014.85 -1,217,861,842.98 -2,342,313,102.40 -3,299,829,930.53
1. Transfer to surplus reserve - - - - 260,345,014.85 -260,345,014.85 - -
2. Transfer to general risk reserve - - - - - - - -
3. Distributions to shareholders - - - - - -884,287,957.04 -2,241,431,859.76 -3,125,719,816.80
4. Others - - - - - -73,228,871.09 -100,881,242.64 -174,110,113.73
(IV) Transfers within shareholders' equity - - - -1,549,916.64 - 1,549,916.64 - -
1. Capitalization of capital reserve - - - - - - - -
2. Capitalization of surplus reserve - - - - - - - -
3. Loss offset by surplus reserve - - - - - - - -
4. Others - - - -1,549,916.64 - 1,549,916.64 - -
(V) Special reserve - - - -635,639.76 - - -10,422,613.40 -11,058,253.16
1. Transfer to special reserve in the period - - - 57,538,524.86 - - 49,446,114.15 106,984,639.01
2. Amount utilized in the period - - - -58,174,164.62 - - -59,868,727.55 -118,042,892.17
(VI) Others - - - - - - - -
IV. Closing balance of the year 1,922,365,124.00 22,839,598,324.56 -826,697,303.06 10,201,178.30 890,690,322.28 12,329,120,098.70 68,636,378,868.75 105,801,656,613.53
The accompanying notes form part of the financial statements.
- 15 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2021
Statement of Changes in Shareholders' Equity of the Company
RMB
2021
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 27,591,847,402.73 105,536,222.50 - 890,690,322.28 2,442,510,245.26 32,952,949,316.77
Add: Changes in accounting policies - - - - - - -
Corrections of prior period errors - - - - - - -
Others - - - - - - -
II. Opening balance of the year 1,922,365,124.00 27,591,847,402.73 105,536,222.50 - 890,690,322.28 2,442,510,245.26 32,952,949,316.77
III. Changes for the year - 2,232,193.40 -123,927.98 - 70,492,239.72 286,996,866.05 359,597,371.19
(I) Total comprehensive income - - -123,927.98 - - 1,087,072,210.89 1,086,948,282.91
(II) Owners' contributions and reduction in capital - 2,232,193.40 - - - 915,642.00 3,147,835.40
1. Ordinary shares contributed by shareholders - - - - - - -
2. Share-based payment recognized in shareholders' equity - -581,972.50 - - - - -581,972.50
3. Others - 2,814,165.90 - - - 915,642.00 3,729,807.90
(III) Profit distribution - - - - 70,492,239.72 -800,990,986.84 -730,498,747.12
1. Transfer to surplus reserve - - - - 70,492,239.72 -70,492,239.72 -
2. Transfer to general risk reserve - - - - -
3. Distributions to shareholders - - - - - -730,498,747.12 -730,498,747.12
4. Others - - - - - - -
(IV) Transfers within shareholders' equity - - - - - - -
1. Capitalization of capital reserve - - - - - - -
2. Capitalization of surplus reserve - - - - - - -
3. Loss offset by surplus reserve - - - - - - -
4. Others - - - - - - -
(V) Special reserve - - - - - - -
1. Transfer to special reserve in the period - - - - - - -
2. Amount utilized in the period - - - - - - -
(VI) Others - - - - - - -
IV. Closing 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
- 16 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2021
Statement of Changes in Shareholders' Equity of the Company - continued
RMB
2020
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 27,576,242,527.73 105,594,576.25 - 630,345,307.43 983,693,068.62 31,218,240,604.03
Add: Changes in accounting policies - - - - - - -
Corrections of prior period errors - - - - - - -
Others - - - - - - -
II. Opening balance of the year 1,922,365,124.00 27,576,242,527.73 105,594,576.25 - 630,345,307.43 983,693,068.62 31,218,240,604.03
III. Changes for the year - 15,604,875.00 -58,353.75 - 260,345,014.85 1,458,817,176.64 1,734,708,712.74
(I) Total comprehensive income - - -58,353.75 - - 2,603,450,148.53 2,603,391,794.78
(II) Owners' contributions and reduction in capital - 15,604,875.00 - - - - 15,604,875.00
1. Ordinary shares contributed by shareholders - - - - - - -
2. Share-based payment recognized in shareholders' equity - 15,604,875.00 - - - - 15,604,875.00
3. Others - - - - - - -
(III) Profit distribution - - - - 260,345,014.85 -1,144,632,971.89 -884,287,957.04
1. Transfer to surplus reserve - - - - 260,345,014.85 -260,345,014.85 -
2. Transfer to general risk reserve - - - - - - -
3. Distributions to shareholders - - - - - -884,287,957.04 -884,287,957.04
4. Others - - - - - - -
(IV) Transfers within shareholders' equity - - - - - - -
1. Capitalization of capital reserve - - - - - - -
2. Capitalization of surplus reserve - - - - - - -
3. Loss offset by surplus reserve - - - - - - -
4. Others - - - - - - -
(V) Special reserve - - - - - - -
1. Transfer to special reserve in the period - - - - - - -
2. Amount utilized in the period - - - - - - -
(VI) Others - - - - - - -
IV. Closing balance of the year 1,922,365,124.00 27,591,847,402.73 105,536,222.50 - 890,690,322.28 2,442,510,245.26 32,952,949,316.77
The accompanying notes form part of the financial statements.
- 17 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(I) GENERAL INFORMATION OF THE COMPANY
China Merchants Port Group Company Limited (hereinafter referred to as the "Company") was 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 principally engaged in the rendering of port
service, bonded logistics service and other businesses such as property development and
investment.
The Company's and consolidated financial statements have been approved by the Board of
Directors on 29 March 2022.
See Notes (X) "Equity in Other Entities" for details of the scope of consolidated financial
statements in the current year. See Note (IX) "Changes in Scope of Consolidation" for details of
changes in the scope of consolidated financial statements in the current period.
(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
2014).
Going concern
As at 31 December 2021, the Group had total current liabilities in excess of total current assets of
RMB 7,271,661,445.92. On 31 December 2021, the Group had available and unused line of
credit amounting to RMB 54,220,580,229.33, which is greater than the balance of the net current
liabilities. The Group can obtain financial support from the available line of credit 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 of 31
December 2021, and the Company's and consolidated results of operations and cash flows for the
year then ended.
- 18 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
1. Accounting period
The Group has adopted the calendar year as its accounting year, e.g. from 1 January to 31
December.
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 are 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 subsidiaries choose their functional
currency on the basis of the primary economic environment in which they operate. The Company
adopts RMB to prepare its financial statements.
4. Basis of accounting and principle of measurement
The Group has adopted the accrual basis of accounting. Except for certain financial instruments
which are measured at fair value, the Group adopts the historical cost as the principle of
measurement of the financial statements. Upon being restructured into a stock company, the fixed
assets and intangible assets initially contributed by the state-owned shareholders are recognized
based on the valuation amounts confirmed by the state-owned assets administration department.
Where assets are impaired, provisions for asset impairment are made in accordance with the
relevant requirements.
Where the historical cost is adopted as the measurement basis, assets are recorded at the amount
of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the
time of their acquisition. Liabilities are recorded at the amount of proceeds or assets received or
the contractual amounts for assuming the present obligation, or, at the amounts of cash or cash
equivalents expected to be paid to settle the liabilities in the normal course of business.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date, regardless of whether
that price is directly observable or estimated using valuation technique. Fair value measurement
and/or disclosure in the financial statements are determined according to the above basis.
A fair value measurement of a non-financial asset takes into account a market participant's ability
to generate economic benefits by using the assets in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use.
- 19 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
4. Basis of accounting and principle of measurement - continued
For financial assets which are transferred at transaction price upon initial recognition and a
valuation technique that unobservable input is to be used to measure fair value in subsequent
periods, the valuation technique is calibrated so that at initial recognition the results of the
valuation technique equals 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.
5. Business combinations
Business combinations are classified into business combinations involving enterprises under
common control and business combinations not involving enterprises under common control.
5.1 Business combinations involving enterprises under common control
A business combination involving enterprises under common control is a business combination in
which all of the combining enterprises are ultimately controlled by the same party or parties both
before and after the combination, and that control is not transitory.
Assets and liabilities obtained shall be measured at their respective carrying amounts as recorded
by the combining entities at the date of the combination. The difference between the carrying
amount of the net assets obtained and the carrying amount of the consideration paid for the
combination is adjusted to the share premium in capital reserve. If the share premium is not
sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
Costs that are directly attributable to the combination are charged to profit or loss in the period in
which they are incurred.
5.2 Business combinations not involving enterprises under common control and goodwill
A business combination not involving enterprises under common control is a business
combination in which all of the combining enterprises are not ultimately controlled by the same
party or parties before and after the combination.
- 20 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
5. Business combinations - continued
5.2 Business combinations not involving enterprises under common control and goodwill - continued
The cost of combination is the aggregate of the fair values, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for
control of the acquire. Where a business combination not involving enterprises under common
control is achieved in stages that involve multiple transactions, the cost of combination is the sum
of the consideration paid at the acquisition date and the fair value at the acquisition date of the
acquirer's previously held interest in the acquiree. The intermediary expenses (fees in respect of
auditing, legal services, valuation and consultancy services, etc.) and other administrative
expenses attributable to the business combination are recognized in profit or loss in the periods
when they are incurred.
The acquiree's identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a
business combination that meet the recognition criteria shall be measured at fair value at the
acquisition date.
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 recognises 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 recognised and the amount originally recognised 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
Standard for Business Enterprise No. 22 - Financial Instruments: Recognition and Measurement
and Accounting Standard 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.
- 21 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
5. Business combinations - continued
5.2 Business combinations not involving enterprises under common control and goodwill - continued
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 effected, the acquirer recognises 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 recognised
and measured on the acquisition date.
Goodwill arising on a business combination is measured at cost less accumulated impairment
losses, and is presented separately in the consolidated financial statements.
For the purpose of impairment testing, goodwill is considered together with the related assets
groups, i.e., goodwill is reasonably allocated to the related assets groups or each of assets groups
expected to benefit from the synergies of the combination. In testing an assets group with
goodwill for impairment, an impairment loss is recognized if the recoverable amount of the assets
group or sets of assets groups (including goodwill) is less than its carrying amount. The
impairment loss is firstly allocated to reduce the carrying amount of any goodwill allocated to
such assets group or sets of assets groups, and then to the other assets of the group pro-rata basis
on the basis of the carrying amount of each asset (other than goodwill) in the group.
Recoverable amount is the higher of the fair value of an asset less cost of disposal and the present
value of estimated future cash flows.
The impairment loss of goodwill is recognised in profit or loss for the period and does not reverse
in subsequent periods.
6. Consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of
control. Control exists when the investor has power over the investee; is exposed, or has rights, to
variable returns from its involvement with the investee; and has the ability to use its power over
the investee to affect its returns. The Group reassesses whether or not it controls an investee if
facts and circumstances indicate that there are changes of the above elements of the definition of
control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiaries and
ceases when the Group loses control of the subsidiary.
For a subsidiary already disposed of by the Group, the operating results and cash flows before the
date of disposal (the date when control is lost) are included in the consolidated income statement
and consolidated statement of cash flows, as appropriate.
- 22 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
6. Consolidated financial statements - continued
For subsidiaries acquired through a business combination involving enterprises not under
common control, the operating results and cash flows from the acquisition date (the date when
control is obtained) are included in the consolidated income statement and consolidated statement
of cash flows, as appropriate.
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 statement of cash flows, as appropriate.
The significant accounting policies and accounting periods adopted by the subsidiaries are
determined based on the uniform accounting policies and accounting periods set out by the
Company.
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.
The portion of subsidiaries' equity that is not attributable to the parent is treated as minority
interests and presented as "minority interests" in the consolidated balance sheet under
shareholders' equity. The portion of net profits or losses of subsidiaries for the period attributable
to minority interests is presented as "minority interests" in the consolidated income statement
under the "net profit" line item. The portion of comprehensive income of subsidiaries for the
period attributable to minority interests is presented as "total comprehensive income attributable
to minority shareholders" under the "total comprehensive income" in the consolidated income
statement.
When the amount of loss for the period attributable to the minority shareholders of a subsidiary
exceeds the minority shareholders' portion of the opening balance of shareholders' equity of the
subsidiary, the excess amount is still allocated against minority interests.
Acquisition of minority interests or disposals of interests in a subsidiary that do not result in the
loss of control over the subsidiary are accounted for as equity transactions. The carrying amounts
of the parent's interests and minority interests are adjusted to reflect the changes in their relative
interests in the subsidiary. The difference between the amount by which the minority interests are
adjusted and the fair value of the consideration paid or received is adjusted to capital reserve. If
the capital reserve is not sufficient to absorb the difference, the excess are adjusted against
retained earnings.
- 23 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
6. Consolidated financial statements - continued
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, this should be
dealt with based on whether this belongs to 'package deal': if it belongs to 'package deal',
transactions will be dealt as transactions to acquire control. If it does not belong to 'package deal',
transactions to acquire control on acquisition date will be under accounting treatment, the fair
value of acquirees' shares held before acquisition date will be revalued, and the difference
between fair value and book value will be recognized in profit or loss of the current period; if
acquirees' shares held before acquisition date involve in changes of other comprehensive income
and other equity of owners under equity method, this 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.
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.
- 24 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
7. Joint arrangements
Joint arrangement refers to the arrangement jointly controlled by two or more than two
participants. The Group's joint arrangements have the following characteristics: (1) all the
participants are restricted by the arrangement; (2) the arrangement is jointly controlled by two or
more than two participants. Any participant cannot control the arrangement separately and any
participant to the joint control of the arrangement can stop other participants or the group of
participants from the separate control over the arrangement.
Joint control refers to the joint control over an arrangement in accordance with relevant
agreements and relevant activities of the arrangement shall be decided after the unanimous
consent by participants sharing the controlling rights.
There are two types of joint arrangements - joint operations and joint ventures. 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.
8. 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.
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies
9.1 Transactions denominated in foreign currencies
A foreign currency transaction is recorded, on initial recognition, by applying the spot exchange
rate on the date of the transaction.
At the balance sheet date, foreign currency monetary items are translated into 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 amortised cost) of monetary items at fair value through other comprehensive income are
recognised as other comprehensive income.
- 25 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies - continued
9.1 Transactions denominated in foreign currencies - continued
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 difference
arising from changes in exchange rates are recognized as "exchange differences arising on
translation of financial statements denominated in foreign currencies " in other comprehensive
income, and in profit and 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 the fair value is determined.
Difference between the re-translated functional currency amount and the original functional
currency amount is treated as changes in fair value (including changes of exchange rate) and is
recognized in profit and loss or as other comprehensive income.
9.2 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.
- 26 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies - continued
9.2 Translation of financial statements denominated in foreign currencies - continued
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 on 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
and 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 on
translation of statements of foreign operations is reclassified to profit or loss.
10. Financial instruments
The Group recognizes a financial asset or a financial liability when it becomes a party to the
contractual provisions of a financial instrument.
All regular way purchases or sales of financial assets are recognized and derecognized on a trade
date basis.
Financial assets and financial liabilities are initially measured at fair value. For financial assets
and financial liabilities at fair value through profit or loss for the period, relevant transaction costs
are directly recognized in profit or loss; transaction costs relating to other categories of financial
assets and financial liabilities are included in the value initially recognized. For accounts
receivable and notes receivable recognized that do not contain a significant financing component
or a financing component included in the contracts less than one year which are not considered by
the Group, which are within the scope of Accounting Standard for Business Enterprises No.14 -
Revenue (hereinafter referred to as "revenue standards"), transaction prices defined in the
standards shall be adopted on initial recognition.
The effective interest method is a method that is used in the calculation of the amortized cost of a
financial asset or a financial liability and in the allocation of the interest income or interest
expense in profit or loss over the relevant period.
- 27 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
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 a financial
asset or to the amortized cost of a financial liability. When calculating the effective interest rate,
the Group estimates future cash flows by considering all the contractual terms of the financial
asset or financial liability (for example, prepayment, extension, call option or similar options) but
shall not consider 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).
10.1 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.
If 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 to hold financial assets in order to collect
contractual cash flows, such asset is classified into financial assets measured at amortized cost,
which include cash and bank balances, notes receivable, accounts receivable, other receivables,
debt investments, and long-term receivables and etc.
Financial assets that meet the following conditions are subsequently measured at fair value
through other comprehensive income ("FVTOCI"): the financial asset is held within a business
model whose objective is achieved by both collecting contractual cash flows and selling; and 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. Financial assets at
FVTOCI are presented as other debt investments.
Accounts receivable and notes receivable classified as FVTOCI at acquisition are presented as
financing receivables, and those whose period within one year (inclusive) upon acquisition are
presented as other current assets. Those whose period over one year upon acquisition are
presented as other debt investment, those will fall due within one year (inclusive) since the
balance sheet date are presented as non-current assets due within one year
- 28 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.1 Classification, recognition and measurement of financial assets - continued
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 other equity instrument.
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.
Any financial assets that does not qualify for amortized cost measurement or measurement
at FVTOCI or designated at FVTOCI are classified into financial assets at FVTPL.
Upon initial recognition, in order to eliminate or significantly reduce accounting mismatch,
the Group will irrevocably designated it as financial liabilities at FVTPL.
Financial assets at FVTPL assets other than derivative financial assets are presented as "held-for-
trading financial assets". Such financial assets at FVTPL which may fall due more than one year
(or without fixed term) since the balance sheet date and will be held more than one year are
presented as other non-current financial assets.
10.1.1 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 book
value of financial assets multiplying effective interest, except for the following circumstances:
For purchased or originated credit-impaired financial assets with credit impairment, the
Group calculates and recognizes its interest income based on amortized cost of the financial
asset and the effective interest through credit adjustment since initial recognition.
- 29 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.1 Classification, recognition and measurement of financial assets - continued
10.1.2 Financial assets at FVTOCI
Impairment losses or gains related to financial assets at FVTOCI, interest income measured using
effective interest method and exchange gains or losses are recognized into profit or loss for the
current period, except for the above circumstances, changes in fair value of the financial assets are
included in other comprehensive income. Amounts charged to profit or loss for every period equal
to the amount charged to profit or loss as it is measured at amortized costs. When the financial
asset is derecognized, the cumulative gains or losses previously recognized in other
comprehensive income shall be removed from other comprehensive income and recognized in
profit or loss.
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.
10.1.3 Financial assets at FVTPL
Financial assets at FVTPL are subsequently measured at fair value. Gain or loss arising from
changes in fair values and dividends and interests related to the financial assets are recognized in
profit or loss.
10.2 Impairment of financial instruments
The Group makes accounting treatment on impairment and recognizes loss allowance for
expected credit losses ("ECL") on financial assets measured at amortized cost, financial assets
classified as at FVTOCI, lease receivables, contract assets, loan commitments that are not
financial liabilities at FVTPL, financial liabilities not measured at FVTPL, financial guarantee
contracts arising from transfer of financial assets which does not satisfy derecognition criteria or
continuing involvement of transferred financial assets.
- 30 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
The Group makes a loss allowance against amount of lifetime ECL of the contract assets, notes
receivable and accounts receivable arising from transactions adopting the Revenue Standard as
well as lease receivables arising from transactions adopting ASBE No. 21- Leases.
For other financial instrument, other than purchased or originated credit-impaired financial assets,
the Group assesses changes in credit risks of the relevant financial asset since initial recognition at
each balance sheet date. If the credit loss of the financial instrument has been significantly
increased since initial recognition, the Group will make a loss allowance at an amount of expected
credit loss during the whole life; if not, the Group will make a loss allowance for the financial
instrument at an amount in the future 12-month expected credit losses. Except for the financial
assets classified as at FVTOCI, increase in or reversal of credit loss allowance is included in profit
or loss as loss/gain on impairment. For the financial assets classified as at FVTOCI, the Group
recognizes credit loss allowance in other comprehensive income and recognizes the loss/gain on
impairment in profit or loss, while the Group does not decrease the carrying amount of such
financial assets in the balance sheet.
The Group has makes a loss allowance against amount of expected credit losses during the whole
life in the prior accounting period. However, at the balance sheet date, the credit risk on a
financial instrument has not increased significantly since initial recognition; the Group will
measure the loss allowance for that financial instrument at an amount in the future 12-month
expected credit losses. Reversed amount of loss allowance arising from such circumstances shall
be included in profit or loss as impairment gains.
10.2.1 Significant increase of credit risk
In assessing whether the credit risk has increased significantly since initial recognition, the Group
compares the risk of a default occurring on the financial instrument as at the reporting date with
the risk of a default occurring on the financial instrument as at the date of initial recognition. For
loan commitments and financial guarantee contracts, the date that 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.
- 31 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.1 Significant increase of credit risk - continued
In particular, the following information is taken into account when assessing whether credit risk
has increased significantly:
(1) Significant changes in internal price indicators of credit risk as a result of a change in
credit risk.
(2) Other changes in the rates or terms of an existing financial instrument that would be
significantly different 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 income coverage).
(3) Significant changes in external market indicators of credit risk for a particular financial
instrument or similar financial instruments with the same expected life. These indicators
include the credit spread, the credit swap prices for the borrower, the length of time or the
extent to which the fair value of a financial asset has been less than its amortized cost and
other market information related to the borrower, such as changes in the price of a
borrower's debt and equity instruments.
(4) Significant changes in actual or expected external credit rating for the financial
instruments.
(5) An actual or expected internal credit rating downgrade for the borrower.
(6) Adverse changes in business, financial or economic conditions that are expected to cause a
significant change 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 increases in credit risk on other financial instruments of the same borrower.
(9) Significant adverse change in the regulatory, economic, or technological environment of
the debtor.
(10) Significant changes in the value of the collateral supporting the obligation or in the quality
of third-party guarantees or credit enhancements, which are expected to reduce the
debtor's economic incentive to make scheduled contractual payments or to otherwise have
an effect on the probability of a default occurring.
(11) Significant changes in circumstances expected to reduce the debtor's economic incentive
to make scheduled contractual payments.
(12) Expected changes in the loan documentation including an expected breach of contract that
may lead to covenant waivers or amendments, interest payment holidays, interest rate
step-ups, requiring additional collateral or guarantees, or other changes to the contractual
framework of the financial instrument.
(13) Significant changes in the expected performance and behaviour of the debtor.
(14) Changes in the entity's credit management approach in relation to the financial instrument.
- 32 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.1 Significant increase of credit risk - continued
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.
10.2.2 Credit-impaired financial assets
When the Group expected occurrence of one or more events which may cause adverse impact on
future cash flows of a financial asset, the financial asset will become a credit-impaired financial
assets. Objective evidence that a financial asset is impaired includes but not limited to the
following observable events:
(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 becoming probable that the debtor will enter bankruptcy or other financial reorganizations.
(5) The disappearance of an active market for that financial asset because of financial
difficulties of the issuer or the debtor.
(6) Purchase or originate a financial asset with a large scale of discount, which reflects facts
of credit loss incurred.
Based on the Group's management of the internal credit risk, when the information recommended
internally or obtained externally indicates that the debtors of the financial instruments are unable
to make the full reimbursement to the creditors including the Group (not considering any
guarantee obtained by the Group), the Group then considers there occurs the event of default.
- 33 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.3 Determination of expected credit loss
Lease receivables are assessed for ECL individually by the Group. In addition, the Group uses
provision matrix to calculate ECL for notes receivable, accounts receivable, other receivables,
contract assets, debt investments and other debt investments based on a portfolio basis. The Group
classifies financial instruments into different groups based on common risk characteristics.
Common credit risk characteristics include credit risk rating, the date of initial recognition,
remaining contractual maturity, industry of borrower and geographical location of the borrower
etc.
The Group determines expected credit losses of relevant financial instruments using the following
methods:
For a financial asset, a credit loss shall be 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 a lease receivable, a credit loss shall be 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, 10.4.1.3 for the detail of accounting
policies), the ECL shall be 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 a financial guarantee contract (refer to Note IV, 10.4.1.3 for the detail of accounting
policies ), the expected losses is the present value of the expected payments to reimburse the
holder for a credit loss that it incurs less any amounts that the Group expects to receive from
the holder, the debtor or any other party.
For a financial asset with credit-impaired at the balance sheet date, but not purchased or
originated credit-impaired, a credit losses is the difference between the asset's gross carrying
amount and the present value of estimated future cash flows discounted at the financial
asset's original effective interest rate.
The factors reflected in methods of measurement of expected credit losses include an unbiased
and probability-weighted amount that is determined by evaluating a range of possible outcomes;
time value of money; reasonable and supportable information about past events, current
conditions and forecasts on future economic status at balance sheet date without unnecessary
additional costs or efforts.
- 34 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.4 Write-down of financial assets
When the Group will no longer reasonably expect that the contractual cash flows of financial
assets can be collected in aggregate or in part, the Group will directly write down the carrying
amount of the financial asset, which constitutes derecognition of relevant financial assets.
10.3 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.
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
financial 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.
- 35 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.3 Transfer of financial assets - continued
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, the
difference between (1) the carrying amount of the financial asset transferred at the derecognition
date and (2) the sum of the consideration received from the transfer of the financial asset and the
derecognition amount corresponding to accumulated changes in fair value initially recorded in
other comprehensive income is recognized in profit or loss. For the non-tradable equity
instrument designated as financial assets at FVTOCI, cumulative gain or loss that has been
recognized in other comprehensive income should be removed from other comprehensive income
but be recognized in retained earnings.
For a part of transfer of a financial asset that satisfies the derecognition criteria, the carrying
amount of the transferred financial asset is allocated between the part that is derecognized and the
part that is continuously involved, based on the respective fair values of those parts on transfer
date. The difference between (1) 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; and (2) the carrying amount allocated to the part
derecognized on derecognition date; is recognized in profit or loss. For the non-tradable equity
instrument designated as financial assets at FVTOCI, cumulative gain or loss that has been
recognized in other comprehensive income should be removed from other comprehensive income
but be recognized in retained earnings.
For a transfer of a financial asset in its entirety that does not satisfy the derecognition criteria, the
Group will continuously recognize the transferred financial asset in its entirety. Considerations
received due to transfer of assets should be recognized as a financial liability upon receipts.
10.4 Classification of financial liabilities and equity instruments
Financial instruments issued by the Group are classified into financial liabilities or equity
instruments on the basis of the substance of the contractual arrangements and the economic nature
not only its legal form, together with the definition of financial liability and equity instruments on
initial recognition.
10.4.1 Classification, recognition and measurement of financial liabilities
On initial recognition, financial liabilities are classified into financial liabilities at FVTPL and
other financial liabilities.
- 36 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.1 Classification, recognition and measurement of financial liabilities - continued
10.4.1.1 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.
Transaction financial liabilities are subsequently measured at fair value. Any gains or losses
arising from changes in the fair value and any dividend or interest expenses paid on the financial
liabilities are recognized in profit or loss.
The amount of change in the fair value of the financial liability that is attributable to changes in
the credit risk of that liability shall be presented in other comprehensive income, other changes in
fair values are included in profit or loss for the current period. Upon the derecognition of such
liability, the accumulated amount of change in fair value that is attributable to changes in the
credit risk of that liability, which is recognized in other comprehensive income, is transferred to
retained earnings. Any dividend or interest income earned on the financial liabilities are
recognized in profit or loss. If the impact of the change in credit risk of such financial liability
dealt with in the above way 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.
- 37 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.1 Classification, recognition and measurement of financial liabilities - continued
10.4.1.1 Financial liabilities at FVTPL - continued
Financial liabilities are measured at FVTPL when the financial liabilities is arising from
contingent consideration recognized by the Group as an acquirer in a business combination not
involving enterprises under common control.
10.4.1.2 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.
That the Group and its counterparty modify or renegotiate the contract does not result in
derecognition of a financial liability subsequently measured at amortized cost but result in
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 carrying
amount of the financial liability based on the present value of renegotiated or modified contractual
cash flows discounted at the financial liability's original effective interest rate. 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.
10.4.1.3 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 standard.
- 38 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.2 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.
10.4.3 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 of equity. Changes of fair value of
equity instruments is 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, dividends paid do not affect total amount of shareholders' equity.
10.5 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 re-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 to the relevant accounting standards regarding the
classification of financial assets as a whole.
- 39 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.5 Derivatives and embedded derivatives - continued
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 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.
10.6 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.
10.7 Compound instrument
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
splitted 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 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.7 Compound instrument - 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
remain 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 value. 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.
10.8 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 amortised cost is reclassified as a financial assets 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 amortised cost is reclassified as a financial asset at fair value through
other comprehensive income ("FVTOCI") by the Group, such financial asset is measured at the
fair value at the date of reclassification, and the difference between the original amount and the
fair value is recognized in other comprehensive income.
- 41 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.8 Reclassification of financial instruments - continued
Where a financial asset at FVTOCI is reclassified as a financial asset at amortised cost by the
Group, the accumulated gains or losses previously recognized in other comprehensive income are
transferred out and the fair value is adjusted as the fair value at the date of reclassification. The
adjusted fair value is recognized as the new carrying amount, as if the financial asset had been
measured at amortised cost.
Where a financial asset at FVTOCI is reclassified as a financial asset at FVTPL by the Group,
such financial asset continues to be accounted for 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 amortised cost by the
Group, the fair value at the date of reclassification is recognized as the new account balance.
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.
11. Accounts receivable
The Group makes internal credit ratings on customers and determines expected losses rate of
notes receivable, accounts receivable, other receivables and long-term receivables. Basis for
determining ratings and the expected losses rates are as follows:
Internal Average expected
Basis for determining portfolio
credit rating loss rate (%)
Customers can make repayments within credit term and have good
A credit records based on historical experience. The probability of default 0.00-0.10
on payment of due amounts is extremely low in the foreseeable future.
The customer may have overdue payment based on historical
B 0.10-0.30
experience but they can make repayments.
The evidences indicate that the overdue credit risks of the customer are
C 0.30-50.00
significantly increased and there is probability of default on payment.
The evidences indicate that the accounts receivable are impaired or the
D customer has significant financial difficulty. The amounts cannot be 50.00-100.00
recovered in the foreseeable future.
- 42 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
12. Receivables financing
Notes receivable classified to hedging instruments for the purpose of hedging, should be listed as
receivables financing within one year (including one year). If the term above one year, it should
be listed as other investment on bonds. Related accounting policies refer to Note IV, 10.
13. Inventories
13.1 Categories of inventories
Inventories 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.
13.2 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.
13.3 Basis for determining net realizable value of inventories and provision methods for
decline in value of inventories
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If
the cost of inventories is higher than the net realizable value, a provision for decline in value of
inventories is made.
Net realizable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes.
Net realizable value is determined on the basis of clear evidence obtained, after taking into
consideration the purposes of inventories being held and effect of post balance sheet events.
Provision for decline in value of other inventories is made based on the excess of cost of
inventory over its net realizable value on an item-by-item basis.
After the provision for decline in value of inventories is made, if the circumstances that
previously caused inventories to be written down below cost no longer exist so that the net
realizable value of inventories is higher than their cost, the original provision for decline in value
is reversed and the reversal is included in profit or loss for the period.
- 43 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
13. Inventories - continued
13.4 Inventory count system
The perpetual inventory system is maintained for stock system.
13.5 Amortization methods for low cost and short-lived consumable items and packaging
materials
Packaging materials and low cost and short-lived consumable items are amortized using the
immediate write-off method.
14. Contract assets
14.1 Recognition and criteria of contract assets
A contract asset represents the Group's right to consideration in exchange for goods or services
that the Group has transferred to a customer, and such right depends on factors other than the
passage of time. The Group's unconditional right (only the passage of time is required) to
consideration from the customer is separately presented as " accounts receivable".
14.2 Determination and accounting treatments of expected credit losses ("ECL") for contract
assets
Refer to Note IV,10.2 " Impairment of financial instruments" for determination and accounting
treatments of expected credit losses for contract assets.
15. Assets held for sale
When the Group withdraw the book value of certain assets or disposal group mainly through
disposal instead of continual application, the assets should be classified as held-for-sale assets.
Assets or disposal group classified as held-for-sale assets should meat following conditions: (1)
The current status is available for immediate distribution according to similar transactions of this
category of assets or disposal group; (2) The transaction is likely to occur, i.e. the Group has made
its resolution over the distribution arrangements and acquired purchase commitment. Also the
distribution is going to be fulfilled within a year.
- 44 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
15. Assets held for sale - continued
If the holding company loses control of its subsidiary for reasons like subsidiary disposal, in
regardless of whether the holding company still keeps part of equity investment, once the
proposed investment disposal meets the requirements of being classified as available for sale
assets in the holding company's individual statement, all assets and liabilities of the subsidiary
should be classified as held-for-sale in consolidated financial statement.
The group's non-current assets and disposal group are measured at the lower of book value and
the net value of fair value less costs to sell. Once the book value is higher than the net value of
fair value less costs to sell, the book value should be adjusted to the net value and the excess
should be recognized as impairment losses and provision for held-for-sale assets impairment
should be made. A gain and a reverse in the previous provision for held-for-sale assets impairment
can be recognized for any increase in fair value less costs to sell at subsequent balance sheet
dates, to the extent that it is not in excess of the cumulative impairment loss that has been
recognized. Asset impairment losses recognized before such assets are classified as held for sale
will not be reversed.
Non-current held-for-sale assets is not subject to depreciation and amortization. The creditor
interest and other expenses of disposal group classified as held-for-sale asset should still be
recognized.
Once the associate or joint venture equity investment is completely or partly classified as held-
for-sale assets, the classified part of the investment is not subject to equity method measurement.
If an asset or a disposal group has been classified as held for sale but the recognition criteria for
non-current assets held for sale are no longer met, the Group shall cease to classify the asset or
disposal group as held for sale. It shall be measured at the lower of (1) the carrying amount before
the asset or disposal group was classified as held for sale, adjusted for any depreciation,
amortisation or impairment that would have been recognised had the asset or disposal group not
been classified as held for sale; and (2) the recoverable amount at the date of the decision not to
sell.
For equity investments in associates or joint ventures that are classified as held for sale but the
recognition for non-current assets held for sale are no longer met, such investments are accounted
for retrospectively using the equity method from the date when they classified as held for sale.
The financial statements for the held-for-sale period are adjusted accordingly.
- 45 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments
16.1 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.
16.2 Determination of initial investment cost
For a long-term equity investment acquired through a business combination involving enterprises
under common control, the investment cost of the long-term equity investment is the attributable
share of the carrying amount of the shareholders' equity of the acquiree at the date of
combination. The difference between the initial investment cost and the carrying amount of cash
paid, non-cash assets transferred and liabilities assumed shall be adjusted to capital reserve. If the
balance of capital reserve is not sufficient, any excess shall be adjusted to retained earnings. If the
consideration of the combination is satisfied by the issue of equity securities, the initial
investment cost of the long-term equity investment shall be the share of party being absorbed of
the owners' equity in the consolidated financial statements of the ultimate controlling party at the
date of combination. The aggregate face value of the shares issued shall be accounted for as share
capital. The difference between the initial investment cost and the aggregate face value of the
shares issued shall be adjusted to capital reserve. If the balance of capital reserve is not sufficient,
any excess shall be adjusted to retained earnings. Where equity interests in an acquiree are
acquired in stages through multiple transactions ultimately constituting a business combination
involving entities 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 book value of owners' equity of the acquired entity in the ultimate
controlling party's consolidated financial statements 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 available-for-sale financial assets is not
subject to accounting treatment temporarily.
- 46 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.2 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 absorbing party's or purchaser's intermediary expenses (fees in respect of auditing, legal
services, valuation and consultancy services, etc.) and other administrative expenses attributable
to the business combination are recognized in profit or loss in the periods when they are incurred.
The long-term equity investment acquired otherwise than through a business combination is
initially measured at its cost. When the entity is able to exercise significant influence or joint
control (but not control) over an investee due to additional investment, the cost of long-term
equity investments is the sum of the fair value of previously-held equity investments determined
in accordance with Accounting Standard for Business Enterprises No.22 - Financial Instruments:
Recognition and Measurement (ASBE No. 22) and the additional investment cost.
16.3 Subsequent measurement and recognition of profit or loss
16.3.1 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.
Additional or withdrawing investment would affect the cost of long-term equity investment.
Investment income is recognized in the period in accordance with the attributable share of cash
dividends or profit distributions declared by the investee.
16.3.2 Long-term equity investments accounted for using the equity method
Except associate and joint venture investment completely or partly classified as available for sale,
and The Group accounts for investment in associates and joint ventures using the equity method.
An associate is an entity over which the Group has significant influence and a joint venture is a
joint arrangement whereby the parties that have joint control of the arrangement have rights to the
net assets of the joint arrangement.
- 47 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.3 Subsequent measurement and recognition of profit or loss - continued
16.3.2 Long-term equity investments accounted for using the equity method - continued
Under the equity method, where the initial investment cost of a long-term equity investment
exceeds the Group's share of the fair value of the investee's identifiable net assets at the time of
acquisition, no adjustment is made to the initial investment cost. Where the initial investment cost
is less than the Group's share of the fair value of the investee's identifiable net assets at the time of
acquisition, the difference is recognized in profit or loss for the period, and the cost of the long-
term equity investment is adjusted accordingly.
Under the equity method, the Group recognizes its share of the other comprehensive income and
net profit or loss of the investee for the period as other comprehensive income and investment
income or loss respectively for the period, and the carrying amount of the long-term equity
investment is adjusted accordingly. The carrying amount of the investment shall be reduced by the
portion of any profit distributions or cash dividends declared by the investee that is distributed to
the investing enterprise. The investing enterprise shall adjust the carrying amount of the long-term
equity investment for other changes in owners' equity of the investee (other than net profits or
losses, other comprehensive income and profit distribution), and include the corresponding
adjustment in capital reserve. The Group recognizes its share of the investee's net profit or loss
based on the fair value of the investee's individually identifiable assets at the acquisition date after
making appropriate adjustments. Where the accounting policies and accounting period adopted by
the investee are different from those of the investing enterprise, the investing enterprise shall
adjust the financial statements of the investee to conform to its own accounting policies and
accounting period, and recognize other comprehensive income and investment income or losses
based on the adjusted financial statements. Unrealized profits or losses resulting from the Group's
transactions and assets invested or sold that are not recognized as business transactions with its
associates and joint ventures are recognized as investment income or loss to the extent that those
attributable to the Group's, equity interest are eliminated. However, unrealized losses resulting
from the Group's transactions with its associates and joint ventures which represent impairment
losses on the transferred assets are not eliminated.
The Group discontinues recognizing its share of net losses of the investee after the carrying
amount of the long-term equity investment together with any long-term interests that in substance
form part of its net investment in the investee are reduced to zero. Except that if the Group has
incurred obligations to assume additional losses, a provision is recognized according to the
obligation expected, and recorded in the investment loss for the period. Where net profits are
subsequently made by the investee, the Group resumes recognizing its share of those profits only
after its share of the profits exceeds the share of losses previously not recognized.
- 48 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.4 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 for using the equity method is accounted for on the same basis as would
have been required if the investee had directly disposed of related assets or liabilities, and
transferred to profit or loss for the period on a pro rata basis; owners' equity recognized due to
changes in other owners' equity of the investee (other than net profit or loss, other comprehensive
income and profit distribution) is transferred to profit or loss for the period on a pro rata basis.
For long-term equity investments accounted for using the cost method, if the remaining interest
after disposal is still accounted for using the cost method, other comprehensive income previously
recognized for using the equity method or in accordance with the standards for the recognition
and measurement of financial instruments before obtaining the control over the investee, is
accounted for on the same basis as would have been required if the investee had directly disposed
of related assets or liabilities, and transferred to profit or loss for the period on a pro rata basis;
changes in other owners' equity in the investee's net assets 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.
The Group loses control on investee due to disposal of part of shares, during preparing separate
financial statement, remaining shares after disposal can make joint control or significant influence
on investee, are accounted under equity method, and adjusted as they are accounted under equity
method since the acquisition date; If remaining shares after disposal cannot make joint control or
significant influence on investee, they are accounted according to recognition and measurement of
financial instruments, and the difference between fair value on date of losing control and book
value is recognized in profit or loss of current period. Before the Group obtained controls over the
investee, other comprehensive income recognized due to equity method or recognition and
measurement of financial instruments, is accounted on the basis of related assets and liabilities,
and recognized in profit or loss; changes of owners' equity except for net profit or loss, other
comprehensive income and profit distribution are recognized in profit or loss of current period.
Remaining shares after disposal are accounted under equity method, other comprehensive income
and other owners' equity are carried forward as proportion; remaining shares after disposal are
accounted due to recognition and measurement of financial instruments other comprehensive
income and other owners' equity are all carried forward
- 49 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.4 Disposal of long-term equity investments - continued
For the Group loses joint control or significant influence on investee after part disposal of shares,
remaining shares after disposal are accounted according to recognition and measurement of
financial instruments, the difference between fair value at the date of losing joint control or
significant influence and book value is recognized in profit or loss of current period. Other
comprehensive income recognized under equity method, is accounted on the basis of related
assets or liabilities when stop using equity method, change of owners' equity except for net profit
or loss, other comprehensive income and profit distribution is recognized in investment income of
current period.
The Group loses control on subsidiaries through step by step transactions of disposal, if
transactions are "package deal", all transactions are seemed as one transaction of disposal
investment on subsidiaries, difference between amount of disposal and book value of long-term
equity investment, is recognized as other comprehensive income, and recognized in income for
the period when losing control.
17. Investment properties
Investment property is property held by the Group to earn rentals or for capital appreciation or
both. It includes a land use right that is leased out; a land use right held for transfer upon capital
appreciation; and a building that is leased out.
An investment property is measured initially at cost. Subsequent expenditures incurred for such
investment property are included in the cost of the investment property if it is probable that
economic benefits associated with an investment property will flow to the Group and the
subsequent expenditures can be measured reliably, other subsequent expenditures are recognized
in profit or loss in the period in which they are incurred.
The Group uses the cost model for subsequent measurement of investment property, and adopts a
depreciation or amortization policy for the investment property which is consistent with that for
buildings or land use rights.
An investment property is derecognized upon disposal or when the investment property is
permanently withdraw from use and no future economic benefits are expected from the disposal.
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.
- 50 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
18. 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 and
if it is probable that economic benefits associated with the asset will flow to the Group and the
subsequent expenditures can be measured reliably. Meanwhile the carrying amount of the
replaced part is derecognized. Other subsequent expenditures are recognized in profit or loss in
the period in which they are incurred.
A fixed asset is depreciated over its useful life using the straight-line method starting from the
month subsequent to the one in which it is ready for intended use. The useful life, estimated net
residual value rate and annual depreciation rate of each category of fixed assets are as follows:
Annual
Estimated Estimated
Category depreciation rate
useful lives residual value (%)
(%)
Port and terminal facilities 5-50 years 5.00 1.90-19.00
Buildings and structures 10-50 years 5.00 1.90-9.50
Machinery and equipment, furniture
3-20 years 5.00 4.75-31.67
and fixture and other equipment
Motor vehicles and cargo ships 5-25 years 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 account for any change
as a change in an accounting estimate.
19. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include various
construction expenditures during the construction period, borrowing costs capitalized before it is
ready for intended use and other relevant costs. Construction in progress is not depreciated.
Construction in progress is transferred to a fixed asset when it is ready for intended use.
- 51 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
20. 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 in the period in
which they are incurred.
21. Intangible assets
21.1 Intangible assets
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
port operation 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 through 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 uncertain useful life
will not be amortized.
- 52 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
21. Intangible assets - continued
21.1 Intangible assets - continued
The amortization method, useful life and estimated net residual value of various intangible assets
are as follows:
Category Amortization Method Useful Life (year) Residual value (%)
Land use rights Straight-line method 40-50 -
Terminal operating right Output/Straight-line method 30-50 -
Others Straight-line method 5-50 -
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.
21.2 Research and development expenditure
Expenditure during the research phase is recognised as an expense in the period in which it is
incurred.
Expenditure during the development phase that meets all of the following conditions at the same
time is recognised as intangible asset. Expenditure during development phase that does not meet
the following conditions is recognised 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 recognises all of them in profit or loss for the period. 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 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.
- 53 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
22. Impairment of non-financial assets other than goodwill
The Group assesses at the balance sheet date whether there is any indication that the long-term
equity investments, investment properties measured at cost method, construction in progress,
fixed assets, 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 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.
Once the impairment loss of above-mentioned asset is recognized, it shall not be reversed in any
subsequent period.
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
relevant ASBEs; 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 asset; 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.
Except for impairment loss of assets related to contract costs, the above impairment loss is
recognized, it cannot be reversed in the subsequent accounting periods. 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 asset, the original provision for impairment of the asset is reversed and recognized in profit or
loss for the period, provided that the carrying amount of the asset after the reversal does not
exceed the carrying amount of the asset at the date of reversal assuming no provision for
impairment was made.
23. 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.
- 54 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
24. Contract liabilities
A contract liability represents the Group's obligation to transfer goods or services to a customer
for which the Group has received consideration (or an amount of consideration is due) from the
customer. A contract asset and a contract liability relating to the same contract are accounted for
and presented on a net basis.
25. Employee benefits
Employee benefits are all forms of considerations given by the Group in exchange for services
rendered by employees or for the termination of employment. Employee benefits include short-
term benefits, post-employment benefits, termination benefits and other long-term employee
benefits.
25.1 Short-term employee benefits
Short-term benefits refer to the employee benefits that the Group is required to make the full
payments to within the 12 months after the annual reporting period during which relevant services
are provided by the employees is ended, 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, the
work injury insurance and the maternity 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
the profit or loss for the period or in the costs of relevant assets in the accounting period in which
employees provide services to the Group. Staff welfare expenses incurred by the Group are
recognized in profit or loss for the period or the costs of relevant assets based on the actually
occurred amounts when it actually occurred. Non-monetary staff welfare expenses are measured
at fair value.
Payment made by the Group of social security contributions for employees such as premiums or
contributions on medical insurance, work injury insurance and maternity insurance, etc. and
payments of housing funds, as well as union running costs and employee education costs provided
in accordance with relevant requirements, are calculated according to prescribed bases and
percentages in determining the amount of employee benefits and recognized as relevant liabilities,
with a corresponding charge to the profit or loss for the period or the costs of relevant assets in the
accounting period in which employees provide services.
- 55 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
25. Employee benefits - continued
25.2 Post-employment benefits
Post-employment benefits refer to the rewards and benefits of various forms provided by the
Group after the employees have been retired or terminated the labor relationship with the
enterprises for the services rendered by the employees, except the short-term salaries 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 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 plan refers to the post-employment benefits 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 when employees render services to the Group,
the amounts payable calculated based on the defined contribution plan are recognized as liabilities
and included to the profit or loss for the period or relevant costs of assets.
For defined benefit plans, the Group calculates defined benefit plan obligations using projected
unit credit method and the service cost resulting from employee service in the current period is
recorded in profit or loss or the cost 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 plan (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 of current period or costs of related assets. Remeasurement of the net
defined benefit liability (asset) (including actuarial gains and losses, the return on plan assets,
excluding amounts included in net interest on the net defined benefit liability (asset), and any
change in the effect of the asset ceiling, excluding amounts included in net interest on the net
defined benefit liability (asset)) are recognized in other comprehensive income.
The deficit or surplus resulting from the present value of the defined benefit plan obligation less
the fair value of the defined benefit plan assets is recognized as a net defined benefit plan liability
or net asset.
- 56 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
25. Employee benefits - continued
25.3 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 the profit or loss for the period at the earlier of: (1) when the Group
cannot unilaterally withdraw the offer of termination benefits because of the termination plan or a
curtailment proposal; and (2) when the Group recognizes costs or expenses related to restructuring
that involves the payment of termination benefits.
25.4 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.
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 the 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 cost of the 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 at 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 to the profit or loss for the period when relevant recognition requirements of
the internal retirement benefits are met.
26. Provisions
Provisions are recognized when the Group has a present obligation related with contingencies, it
is probable that the Group will be required to settle that obligation causing an outflow of
economic benefits, and a reliable estimate can be made of the amount of the obligation.
- 57 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
26. Provisions - continued
The amount recognized as a provision is the best estimate of the consideration required to settle
the present obligation at balance sheet date, taking into account the risks, uncertainties and time
value of money surrounding the obligation. When a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those cash
flows where the effect of the time value of money is material.
When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognized as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable should not exceed the carrying
amount of provisions.
27. Revenue recognition
The Group's revenue is mainly from the following business types:
(1) Port service;
(2) Bonded logistics service
(3) Other business such as property development and investment.
The Group recognizes revenue based on the transaction price allocated to such performance
obligation when a performance obligation is satisfied, i.e. when "control" of the goods or services
underlying the particular performance obligation is transferred to the customer. A performance
obligation represents the commitment that a good and service that is distinct shall be transferred
by the Group to the customer. Transaction price refers to the consideration that the Group is
expected to charge due to the transfer of goods or services to the customer, but it does not include
payments received on behalf of third parties and amounts that the Group expects to return to the
customer.
It is a performance obligation satisfied during a period of time if one of the following conditions
is met in accordance with New revenue standards: (i) the customer obtains and consumes
economic benefits at the same time of the Company's performance; (ii) the customer is able to
control goods in progress during the Company's performance; (iii) goods or services generated
during the Company's performance have irreplaceable utilization, and the Company is entitled to
collect amounts of cumulative performance part which have been done up to now. Otherwise, the
Company will recognize revenue at the point in time when the customer obtains control over
relative 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.
- 58 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
27. Revenue recognition - continued
Contract asset refers to the Company's right to consideration in exchange for goods or services
that the Company has transferred to a customer when that right is conditioned on something other
than the passage of time. Accounting policies relating to contract asset are specified in Note IV,
10. The Company's unconditional (i.e., depending on the passage of time only) right to receive
consideration from the customer is separately presented as receivables.
Contract liabilities refer to the Company's obligation to transfer goods or services to a customer
for which the Company has received consideration from the customer.
Contract assets and contract liabilities under the same contract are presented at net amount.
If the contract includes two or more performance obligations, at contract inception, the Group
allocates the transaction price to single performance obligation according to relative proportion of
the stand-alone selling prices of the goods or services promised by single performance obligation.
However, where there is conclusive evidence that the contract discount or variable consideration
is only related to one or more (not all) performance obligations in the contract, the Group shall
allocate the contract discount or variable consideration to relevant one or more performance
obligations. The stand-alone selling price is the price at which the Group would sell a promised
good or service separately to a customer. If a stand-alone selling price is not directly observable,
the Group shall consider all information that is reasonably available to the Group and maximize
the use of observable inputs and apply estimates methods consistently in similar circumstances.
For contracts that contain variable consideration (e.g. sales discount), the Group estimates the
amount of consideration using either the expected value or the most likely amount. The
transaction price that includes variable consideration is only to the extent that it is highly probable
that such an inclusion will not result in a significant revenue reversal in the future when the
uncertainty is subsequently resolved. At the end of each reporting period, the Group reevaluates
the variable consideration included in the transaction price.
For non-cash consideration from customer, the Group recognizes the transaction price based on
the fair value of the non-cash consideration. Where the fair value of the non-cash consideration
cannot be reasonably estimated, the Group recognizes the transaction price indirectly by reference
to the stand-alone price of the promised goods or services promised transferred to the customer.
If the contract includes significant financing component, the Group determines the transaction
price based on the amount payable under the assumption that the customer pays that amount
payable in cash when "control" of the goods or services is obtained by the customer. The
difference between the transaction price and the contract consideration shall be amortized within
the contract period using effective interest rate. If the Group expects, at contract inception, that the
period between when the Group transfers a promised good or service to a customer and when the
customer pays for that good or service will be one year or less, the Group needs not to consider
the significant financing component.
- 59 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
27. Revenue recognition - continued
The Group determines whether it is a principal or an agent at the time of the transaction based on
whether it owns the "control" of the goods or services before the transfer of such goods or
services to the customer. The Group is a principal if it controls the specified good or service
before that good or service is transferred to a customer, and the revenue shall be recognized based
on the total consideration received or receivable; otherwise, the Group is an agent, and the
revenue shall be recognized based on the amount of commission or handling fee that is expected
to be charged, and such amount is determined based on the net amount of the total consideration
received or receivable after deducting the prices payable to other related parties or according to
the established commission amount or proportion.
Where payment is received in advance, the advance payment received shall be recorded as a
liability and recognized as revenue when the relevant performance obligation is satisfied. The
above amount will be recognized as revenue proportionately in accordance with the model of
contractual rights exercised by the customer if (1) the Group's advance payment does not need to
be returned, (2) the customer may waive all or part of its contractual rights, and (3) the Group
expects to be entitled to the amount related to the contractual rights waived by the customer.
Otherwise, the balance of the liabilities is recognized as revenue by the Group only when the
possibility of the customer requesting the satisfaction of the remaining performance obligations is
extremely remote.
28. Contract costs
28.1 Costs of obtaining a contract
If the incremental costs (costs that will not occur if no contract obtained) incurred for obtaining
the contract are expected to be recovered, the Group recognizes it as an asset amortized on a basis
that is consistent with the transfer to the customer of the goods or services to which the asset
relates and recognized in profit or loss for the period. If the amortization period of the asset does
not exceed one year, it is recognized in profit or loss for the period in which it occurs. Other
expenses incurred by the Group for obtaining the contract are recognized in profit or loss for the
period in which it occurs, except as expressly borne by the customer.
28.2 Costs to fulfil a contract
If the costs incurred in fulfilling a contract are not within the scope of other standard other than
the revenue standard, the Group shall recognized an asset from the costs incurred to fulfil a
contract 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
generate or enhance resources of the entity 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 transfer to the customer of the goods or services to
which the asset relates and recognized in profit or loss for the period.
- 60 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
29. Types and accounting treatments of 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.
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, scrapped or damaged prior to the end of its useful life, the related
undistributed deferred income is transferred to the profit or loss of the disposal period.
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 over the periods 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.
For government grants both related to asset and income, different parts should be distinguished
for accounting treatment; if it is difficult to distinguish, it as a whole should be classified as
government grants related to income.
A government grant related to the Group's daily activities is recognized in other income based on
the nature of economic activities; a government grant is not related to the Group's daily activities
is recognized in non-operating income.
30. Income tax
The income tax expenses include current income tax and deferred income tax.
30.1 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.
- 61 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
30. Deferred tax assets/ deferred tax liabilities - continued
30.2 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) at the time of transaction, no deferred tax asset or liability is recognized.
For deductible losses and tax credits that can be carried forward, deferred tax assets are
recognized to the extent that it is probable that future taxable profits will be available against
which the deductible losses and tax credits can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with
investments in subsidiaries and associates, and interests in joint ventures, except where the Group
is able to control the timing of the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only
recognized to the extent that it is probable that there will be taxable profits against which to utilize
the benefits of the temporary differences and they are expected to reverse in the foreseeable
future.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates
applicable in the period in which the asset is realized or the liability is settled according to tax
laws.
Current and deferred tax expenses or income are recognized in profit or loss for the period, except
when they arise from transactions or events that are directly recognized in other comprehensive
income or in equity, in which case they are recognized in other comprehensive income or in
equity, and when they arise from business combinations, in which case they adjust the carrying
amount of goodwill.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it
is no longer probable that sufficient taxable profits will be available in the future to allow the
benefit of deferred tax assets to be utilized. Any such reduction in amount is reversed when it
becomes probable that sufficient taxable profits will be available.
- 62 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
30. Deferred tax assets/ deferred tax liabilities - continued
30.3 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.
31. Leases
Lease is a contract that conveys the right to use an asset for a period of time in exchange for
consideration.
For contracts that are signed or modified after the date of initial application, at
inception/modification of the contracts, the Group assesses whether the contract is, or contains, a
lease. Unless the terms and conditions of the contract are changed, the Group does not reassess
whether a contract is, or contains, a lease.
31.1 The Group as Lessee
31.1.1 Separating components of a lease
If a contract contains a lease component and one or more non-lease components, the Group
allocates the consideration in the contract to each lease component on the basis of the relative
stand-alone price of the lease components and the aggregate stand-alone price of the non-lease
components.
- 63 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.1 The Group as Lessee - continued
31.1.2 Right-of-use assets
Except for short-term leases and leases for which the underlying asset is of low value, at the
commencement date of the lease, the Group recognizes a right-of-use assets. The commencement
date of the lease is the date on which a lessor makes an underlying asset available for use by the
Group. The Group measures the right-of-use assets at cost. The cost of the right-of-use assets
comprises:
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 lessee 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 is depreciated from the
commencement date to the end of the useful life of the underlying asset. Otherwise, the right-of-
use assets is 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.
31.1.3 Lease liabilities
Except for short-term leases and leases for which the underlying asset is of low value, at the
commencement date of the lease, the Group measures the lease liabilities at the present value of
the lease payments that are not paid at that date. If the interest rate implicit in the lease cannot be
readily determined, the lessee shall use the lessee's incremental borrowing rate.
- 64 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.1 The Group as Lessee - continued
31.1.3 Lease liabilities - continued
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 recognised in profit or loss, or in the cost of relevant assets, in the period
of those payments.
Interest on the lease liabilities in each period during the lease term is calculated by a constant
periodic rate of interest on the remaining balance of the lease liabilities and recognized in the
current profit and loss or the cost of the relevant assets.
After the commencement date, if one of the following occurs, the lease liability is remeasured by
the Group with the adjustment to the right-of-use asset. If the carrying amount of the right-of-use
asset is reduced to zero and there is further reduction in the measurement of the lease liability, the
remaining remeasurement should be recognized in profit or loss.
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;
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 is applied to the
present value.
- 65 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.1 The Group as Lessee - continued
31.1.4 Short-term leases and leases for which the underlying asset is of low value
The Group elects not to recognise right-of-use assets or lease liabilities for short-term leases and
leases for which the underlying asset is of low value, i.e. port and terminal facilities, buildings,
machinery and equipment, furniture and fixture and other equipment, motor vehicles and cargo
ships, other short-term leases and leases for which the underlying asset is of low value. A shorts-
term lease is a lease that, at the commencement date, has a lease term of 12 months or less. A
lease for which the underlying asset is of low value is that, the value of the underlying asset is less
than RMB50,000 when it is new. For short-term leases and leases for which the underlying asset
is of low value, the Group recognises the lease payments associated with those leases as an
expense or cost of relevant asset on a straight-line basis over the lease term.
31.1.5 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 liability by discounting the
revised payments using a revised discount rate.
For lease modifications that decrease the scope of the lease or narrow the term of the lease, the
Group should decrease the carrying amount of the right-of-use asset with any gain or loss relating
to the partial or full termination of the lease should be recognized in profit or loss. For
remeasurement of lease liabilities from all other lease modifications, a corresponding adjustment
is made to the carrying amount of the right-of-use asset.
31.2 The Group as Lessor
31.2.1 Separating components of a lease
Where the contract contains both the lease and non-lease parts, the Group shall apportion the
contract consideration in accordance with the provisions of the revenue standard on the
apportionment of the transaction price, based on the separate prices of the lease part and the non-
lease part.
- 66 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.2 The Group as Lessor - continued
31.2.2 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.
31.2.2.1 The Group as lessor under operating leases
The Group recognises lease payments from operating leases as income on a straight-line basis.
The Group capitalises initial direct costs incurred in obtaining an operating lease and recognises
those costs as an expense over the lease term on the same basis as the lease income.
Variable lease receipts relating to an operating lease not included in the lease receipts are
recognized in profit or loss by the Group when incurred.
31.2.2.2 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 investment in the lease with finance lease assets derecognized. The net investment in the
lease is the sum of any unguaranteed residual value and lease payments receivable from the
commencement date, discounted at the interest rate implicit in the lease.
The amount of the lease payments receivable refers to the amount that the Group should collect
from the lessee for the purpose of transferring the leased assets during the lease term, including:
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.
the lessee exercises the amount to be paid for the termination of the lease option, provided
that the lease term reflects the lessee's exercise of the option to terminate the lease.
the residual value of the guarantee provided by the lessee, the party concerned with the
lessee and the independent third party with the financial ability to perform the guarantee
obligation.
- 67 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.2 The Group as Lessor - continued
31.2.2 Classification of leases - continued
31.2.2.2 The Group as lessor under finance leases - continued
Variable payments receivable not included in the net investment in the lease are recognized in
profit or loss when they arise.
Interest income for each period over the lease term is recognized by the Group at the fixed
periodic rate.
31.2.3 Subleases
As a lessor of the sublease, the Group accounts for the original lease contract and the sublease
contract as two separate contracts. 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.
31.2.4 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.
The Group should account for a modification to a finance lease as a separate lease if both:
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
should account for the modification as follows:
If the lease would have been classified as an operating lease had the modification been effect
at the inception 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 asset as the net investment in the lease before the effective date of the lease
modification.
If the lease would have been classified as a finance lease if the modification had been in
effect at the inception date, the Group should apply the requirements of contract
modification and renegotiation under the ASBE No. 22 Financial Instruments: Recognition
and Measurement.
- 68 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.2 The Group as Lessor - continued
31.2.5 Sale and leaseback transactions
31.2.5.1 The Group as the seller-lessee
The Group applies the requirements of the 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 should continue to recognize the transferred assets and should recognize a financial
liability equal to the transfer proceeds applying ASBE No. 22 Financial Instruments: Recognition
and Measurement. If the transfer of an asset is a sale, the Group should measure the right-of-use
asset arising from the leaseback at the proportion of the previous carrying amount of the asset that
relates to the right of use, and recognize only the amount of any gain or loss that relates to the
rights transferred to the lessor.
31.2.5.2 The Group as the buyer-lessor
If the transfer of an asset in a sale and leaseback transaction does not constitutes a sale, the Group
does not recognize the transferred asset, but recognizes a financial liability equal to the transfer
proceeds in accordance with the ASBE 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 ASBEs and accounts for the lease of the asset.
32. Exchange of Non-Monetary Assets
Where a non-monetary assets transaction satisfies the following conditions at the same time, it
should calculated based on fair value. The transaction is commercial in nature and the fair value
of the assets received or surrendered can be measured reliably. The fair value of the assets
surrendered and relevant payable taxes shall be regarded as the transaction cost of the assets
received. For assets surrendered, the difference between the fair value and the carrying value of
the asset surrendered shall be recorded into the profit or loss of the current period. If any exact
evidence showing that the fair value of the assets received is more reliable, the cost of assets
received and surrendered shall be calculated as different way. For assets received, its cost shall be
calculated based on fair value of assets received and relevant payable taxes. For the assets
surrendered, the difference between the fair value of the assets received and the carrying value of
the asset surrendered shall be recorded into the profit or loss of the current period.
Where a non-monetary assets transaction does not meet the conditions as prescribed, the carrying
value and relevant payable taxes of the assets surrendered shall be the cost of the assets received
and no profit or loss is recognized.
- 69 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
33. Discontinued Operation
Discontinued operation refers to the separately identifiable components that have been disposed
of or classified as held for sale and meet one of the following conditions:
(1) The component represents an independent main business or a major business area.
(2) This component is a part of a related plan that intends to dispose an independent main
business or a separate main operating area.
(3) This component is a subsidiary acquired exclusively for resale.
Profits or losses from discontinued operations are presented separately in the income statement
from continuing operations. Profits and losses from operations or disposals (e.g. impairment
losses and reversals of discontinued operations) are presented under discontinued operations. For
discontinued operations presented in the current period, the information previously under
continuing operations is presented under discontinued operations by the Group in the financial
statements for the comparable accounting period.
34. Safety Production Cost
According to the Administrative Rules on Provision and Use of Enterprise Safety Production Cost
jointly issued by the Ministry of Finance and the State Administration of Work Safety on 14
February 2012 (filed as Cai Qi [2012] No. 16), safety production cost set aside by the Group is
directly included in the cost of relevant products or recognized in profit or loss for the period, as
well as the special reserve. When safety production cost set aside is utilized, if the costs incurred
can be categorized as expenditure, the costs incurred should be charged against the special
reserve. If the costs set aside are used to build up fixed assets, the costs should be charged to
construction in progress, and reclassified to fixed assets when the safety projects are ready for
intended use. Meantime, expenditures in building up fixed assets are directly charged against the
special reserve with the accumulated depreciation recognized at the same amount. Depreciation
will not be made in the future period on such fixed assets.
35. 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 the 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 vest immediately, with a corresponding
increase in capital reserves.
- 70 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(V) CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY
ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES
In the application of accounting policies as set out in Note (IV), the Company is required to make
judgments, estimates and assumptions about the carrying amounts of items in the financial
statements that cannot be measured accurately, due to the internal uncertainty of the operating
activities. These judgments, estimates and assumptions are based on historical experiences of the
Company's management as well as other factors that are considered to be relevant. Actual results
may differ from these estimates.
The Company regularly reviews the judgments, estimates and assumptions on a going concern
basis. Changes in accounting estimates which only affect the current period should be recognized
in current period; changes which not only affect the current but the future periods should be
recognized in current and future periods. At the balance sheet date, key assumptions and
uncertainties that are likely to lead to significant adjustments to the book values of assets and
liabilities in the future are:
Goodwill impairment
For the purpose of impairment testing, the present value of the expected future cash flows of the
assets group or portfolio including goodwill shall be calculated, and such expected future cash
flows shall be estimated. Meantime, a pre-tax rate shall be determined that should reflect the time
value of money on the current market and the specific interest risks.
Recognition of deferred income tax
The Group calculates and makes provision for deferred tax liabilities according to the profit
distribution plan of subsidiaries, associates and the joint ventures subject to the related law. For
retained earnings which are not allocated by the investment company, since the profits will be
used to invest the company's daily operation and future development, no deferred tax liabilities
are recognized. If the actually distributed profits in the future are more or less than those
expected, corresponding deferred tax liabilities will be recognized or reversed at the earlier of
profits distribution date and the declaration date, in the profit and loss of the current period.
Deferred tax assets are recognized based on the deductible temporary difference and the
corresponding tax rate, to the extent that it has become probable that future taxable profit will be
available for the deductible temporary difference. If in the future the actual taxable income does
not coincide with the amount currently expected, the deferred tax assets resulting will be
recognized or reversed in the period when actually incurred, in profit or loss.
- 71 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(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
Estimated useful lives and residual values of fixed assets and intangible assets
The Group assesses the estimated useful lives and residual values of its fixed assets and intangible
assets. Such assessment is made by reference to the historical experience of actual useful lives and
residual values of fixed assets and intangible assets of a similar nature and function, and may
subject to significant changes due to technical innovation and fierce industry competition. Where
the estimated useful lives and residual values of fixed assets and intangible assets are less than the
previous estimates, the Group will increase the depreciation and amortisation, or write off or
eliminate the technically obsolete fixed assets or intangible assets.
(VI) SIGNIFICANT CHANGES IN ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES
1. Significant changes in accounting policies
1.1 Interpretation No.14 of the Accounting Standards for Business Enterprises
The Ministry of Finance issued the Interpretation No. 14 of the Accounting Standards for
Business Enterprises (hereinafter referred to as the "Interpretation No.14") on 26 January 2021,
which stipulates the accounting treatment for the changes in the basis for determining the
contractual cash flows as a result of contracts on PPP projects the benchmark interest rate reform.
The Interpretation is effective from the date of issue.
Accounting Treatment for Public-Private-Partnership (PPP) Project Contracts
"Contracts on PPP projects" can be defined as the contracts concluded by and between the social
capital and the government for collaborating in PPP projects in accordance with laws and
regulations, which shall concurrently meet the following features: (1) The social capital uses the
PPP project assets to provide public products and services on behalf of the government during the
operation period as agreed in the contract; (2) The social capital receives compensation for the
rendering of public products and services during the period as agreed in the contract. Contracts on
PPP projects shall concurrently meet the following conditions: (1) The government controls or
regulates the types, objects and prices of public products and services required to be provided by
the social capital in using the PPP project assets; (2) When a contract on PPP project is
terminated, the government controls the significant residual equity of the PPP project assets by
ownership, usufruct or other forms.
In accordance with the Interpretation No. 14, the Group accounts for the new PPP projects for the
period from 1 January 2021 to the effective date of the Interpretation No. 14 in accordance with
the provisions of Interpretation No. 14. For contracts on PPP projects that commenced before 31
December 2020 and have not been completed by the effective date of the Interpretation No. 14,
retroactive adjustments should be made. The Group assessed that the application of the provisions
does not have a material impact on the Group's financial statements.
- 72 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VI) SIGNIFICANT CHANGES IN ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
1. Significant changes in accounting policies - continued
1.1 Interpretation No.14 of the Accounting Standards for Business Enterprises - continued
Accounting treatment of changes in the basis for determining the contractual cash flows as a result
of interest rate benchmark reform
For changes in the basis for determining the contractual cash flows as a result of interest rate
benchmark reform, if and only if the basis for determining the contractual cash flows of a
financial asset or liability for which the interest income or expense is determined by using the
effective interest rate method changes as a direct consequence of the interest rate benchmark
reform, and the new basis for determining the contractual cash flows is economically equivalent
to the previous basis, the effective interest rate is updated based on the revised future cash flows
only resulted from the benchmark interest rate reform by reference to the accounting treatment of
floating rate changes and makes accounting treatments on this basis subsequently.
In addition to the above changes, for other changes made to financial assets or financial liabilities
for which interest income or expense is determined by using the effective interest rate method, the
changes required by the interest rate benchmark reform in accordance with the above
requirements are accounted for firstly, and then assesses whether the such other changes result in
derecognition of the financial assets or financial liabilities in accordance with the requirements of
ASBE No.22 - "Recognition and Measurement of Financial Instruments".
According to the Interpretation No.14, the new businesses related to the benchmark interest rate
reform starting from 1 January 2021 to the effective date of the Interpretation No. 14 should be
treated in accordance with the provisions of Interpretation No. 14. Businesses related to the
benchmark interest rate reform occurring before 31 December, 2020 shall be retroactively
adjusted, except where retroactive adjustment is not practicable. The Group assessed that the
adoption of such provisions does not have a material impact on the Group's financial statements.
1.2 Interpretation No.15 of the Accounting Standards for Business Enterprises
The Ministry of Finance issued the Interpretation No.15 of the Accounting Standards for Business
Enterprises (hereinafter referred to as the "Interpretation No.15") on 30 December 2021, which
stipulates the presentation related to centralized management of funds. The Interpretation No. 15
shall go into effect on the date of issue. The Group maintains consistency with the provisions of
Interpretation No. 15 for the presentation related to centralized management of funds before 30
December 2020, and therefore, the Group considers that the adoption of such provisions does not
have a material impact on the Group's financial statements.
- 73 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VII) TAXES
1. Major taxes and tax rates
Taxes Tax basis Tax rate
Taxable income 15%-34% (Note 1)
Enterprise income tax
Dividend income tax 5%,10%,25% (Note 2)
Income from sale of goods 9%,13%
Income from transportation, loading and
Value-added Tax unloading business and part of modern 6%
("VAT") (Note 3) service industries
Income from sale of real estate, property
5%
management, real estate lease, etc.
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 2.4-12 per square meter
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 are 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
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 28%
and 34%.
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 of 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%.
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.
- 74 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VII) TAXES - continued
1. Major taxes and tax rates - continued
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 the overseas subsidiary of the Group, TCP
Participaes S.A.( hereinafter referred to as "TCP"), to the local government.
2. Tax preference
Some 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 China may be subject to enterprise income tax preference in
accordance with relevant local tax policies.
From 1 January 2020 to 31 December 2022, the urban land use tax for the Group's some domestic
subsidiaries 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.
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Cash and bank balances
Opening balance
Item Closing balance
(Restated)
Cash 501,446.73 575,797.26
RMB 20,504.26 37,045.02
USD 105,169.96 146,078.94
HKD 23,918.14 24,653.41
BRL 5,600.44 5,997.01
Others 346,253.93 362,022.88
Bank deposit (Note1) 12,367,010,853.19 11,547,077,133.15
RMB 8,311,399,392.65 7,585,560,643.67
USD 1,481,370,545.88 817,495,062.65
EUR 708,753,319.34 770,193,517.95
BRL 273,845,734.48 273,701,827.77
HKD 1,567,048,304.98 2,076,664,153.73
AUD 3,805,872.65 557,797.36
Others 20,787,683.21 22,904,130.02
Other cash and bank balances (Note 2) 404,837,106.85 370,770,828.30
RMB 404,810,610.86 370,726,535.43
HKD 26,495.99 44,292.87
Total 12,772,349,406.77 11,918,423,758.71
Including: The total amount of funds deposited overseas 4,261,299,895.41 5,313,591,920.43
- 75 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(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 balance of interest receivable in bank deposits was RMB 13,906,450.61, and the
bank deposits of the Group deposited overseas and restricted for remittance to China at
the end of the year totalled nil.
Note 2: The balance of the securities margin account totalled RMB 23,749,389.05 in other cash
and bank balances at the end of the year, the principal of the time certificate of deposit in
other cash and bank balances that can be readily withdrawn on demand at the end of the
year totalled RMB 350,000,000.00, the interest of the time certificate of deposit totalled
RMB 18,257,505.47, the restricted deposit totalled RMB 12,818,212.33, and the frozen
funds of ETC card business totalled RMB 12,000.00.
2. Held-for-trading financial assets
Item Closing balance Opening balance
Financial assets at FVTPL 6,921,831,502.55 850,165,448.59
Including: Debt investment instruments - -
Equity investment instruments 157,196.79 165,448.59
Structural deposits 6,921,674,305.76 850,000,000.00
Total 6,921,831,502.55 850,165,448.59
3. Notes receivable
(1) Category of notes receivable
Opening balance
Category Closing balance
(Restated)
Bank acceptance 6,081,611.95 2,245,000.16
Commercial acceptance - 3,146,994.68
Total 6,081,611.95 5,391,994.84
Less: Provision for credit losses (Note) - -
Carrying amount 6,081,611.95 5,391,994.84
Note: The Group believes that the acceptor of its bank acceptance and commercial acceptance
have high credit ratings with no significant credit risks; therefore, no provision for credit
loss is made.
(2) As at 31 December 2021, there are no notes receivable pledged.
(3) As at 31 December 2021, there are no notes reclassified to accounts receivable due to the
drawers' inability to settle the note.
(4) The Group has no notes receivable written off in 2021.
- 76 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Accounts receivable
(1) Accounts receivable disclosed by aging
Closing balance
Aging Accounts Provision for
Proportion (%)
receivable credit loss
Within 1 year 1,322,013,727.29 24,895,951.15 1.88
More than 1 year but not exceeding 2 years 31,413,062.01 14,678,423.40 46.73
More than 2 years but not exceeding 3 years 13,345,543.00 7,436,597.03 55.72
More than 3 years 40,455,237.18 39,639,020.09 97.98
Total 1,407,227,569.48 86,649,991.67
(2) Disclosure of accounts receivable by categories
Opening balance
Expected Closing balance
Credit (Restated)
credit loss
rating Carrying Provision for Carrying Provision for
rate (%) Book value Book value
amount credit loss amount credit loss
A 0.00-0.10 768,959,184.29 195,963.28 768,763,221.01 680,599,675.12 658,001.13 679,941,673.99
B 0.10-0.30 436,073,607.05 1,088,792.71 434,984,814.34 520,087,318.71 639,654.91 519,447,663.80
C 0.30-50.00 146,604,738.15 32,286,595.88 114,318,142.27 207,630,761.65 23,911,382.65 183,719,379.00
D 50.00-100.00 55,590,039.99 53,078,639.80 2,511,400.19 60,465,077.73 50,224,377.50 10,240,700.23
Total 1,407,227,569.48 86,649,991.67 1,320,577,577.81 1,468,782,833.21 75,433,416.19 1,393,349,417.02
(3) Changes in provision for credit loss of accounts receivable
Lifetime expected Lifetime expected
Item credit loss (not credit loss (credit- Total
credit-impaired) impaired)
At 1 January 2021(Restated) 25,209,038.69 50,224,377.50 75,433,416.19
Carrying amount of accounts receivable
at 1 January 2021
-- Transferred to credit-impaired accounts receivables - - -
-- Reversed to not credit-impaired accounts receivable - - -
Provision for the year 9,124,422.59 5,507,719.66 14,632,142.25
Reversal for the year -133,502.86 -823,698.12 -957,200.98
Transfer-out from derecognition of financial
- -2,018,967.31 -2,018,967.31
assets(including direct write-down)
Other changes -628,606.55 189,208.07 -439,398.48
At 31 December 2021 33,571,351.87 53,078,639.80 86,649,991.67
(4) Accounts receivable written off in the year
Arising from
Performance
Item Nature Write-offs Reasons for write-off related party
performed
transactions?
The company is in bankruptcy and
Entity 1 Handling charges 1,109,799.16 Yes No
liquidation
Entity 2 Handling charges 610,541.77 The company was dissolved Yes No
Entity 3 Handling charges 159,580.12 The company was dissolved Yes No
Entity 4 Handling charges 124,998.00 The company was dissolved Yes No
The company has been liquidated
Entity 5 Stowage 14,048.26 Yes Yes
and deregistered
Total 2,018,967.31
- 77 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Accounts receivable - continued
(5) The top five balances of accounts receivable at the end of the year classified by debtor
Proportion of the Closing balance
Name of entity Closing balance Aging amount to the total of provision for
accounts receivable (%) credit loss
Within 1 year, more than 1 year but not exceeding
Client 1 203,845,734.90 2 years, more than 2 years but not exceeding 3 14.49 203,845.73
years, more than 3 years
Within 1 year, more than 1 year but not exceeding
Client 2 92,424,169.37 6.57 29,501,794.87
2 years
Within 1 year, mmore than 1 year but not
Client 3 65,068,263.10 4.62 224.00
exceeding 2 years
Client 4 54,244,407.04 Within 1 year 3.85 -
Client 5 41,612,049.62 Within 1 year 2.96 -
Total 457,194,624.03 32.49 29,705,864.60
5. Receivables financing
(1) Classification of receivables financing
Items Closing balance Opening balance
Bank acceptance measured by fair value 238,429,402.71 217,449,966.41
(2) On 31 December 2021, the Group has no pledged receivables financing.
(3) On 31 December 2021, The Group has endorsed or discounted and has not yet matured the
financing of receivables on the balance sheet date.
Opening balance
Closing balance
Item (Restated)
Derecognized Recognized Derecognized Recognized
Bank acceptance measured
153,044,339.75 - 129,866,604.18 -
by fair value
6. Prepayments
(1) Aging analysis of prepayment
Opening balance
Closing balance
(Restated)
Aging Provision
Proportion Proportion Impairment
Amount for Amount
(%) (%) provision
impairment
Within 1 year 51,121,689.93 99.06 - 50,438,796.50 98.48 -
More than 1 year but
351,693.15 0.68 - 585,435.07 1.14 -
not exceeding 2 years
More than 2 years but
109,329.76 0.21 - - - -
not exceeding 3 years
More than 3 years 24,081.36 0.05 - 193,638.86 0.38 -
Total 51,606,794.20 100.00 - 51,217,870.43 100.00 -
- 78 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
6. Prepayments - continued
(2) As at 31 December 2021, 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
Name of entity 31 December 2021 Aging closing balance to the Why unsettled
the Company
total prepayments (%)
Entity 1 Non-related party 12,347,416.16 Within 1 year 23.93 Unsettled advance premium
Unsettled advance
Entity 2 Non-related party 2,801,656.00 Within 1 year 5.43
consulting fee
Unsettled prepaid
Entity 3 Non-related party 2,113,207.54 Within 1 year 4.09
communication expenses
Unsettled advance labour
Entity 4 Non-related party 1,632,676.43 Within 1 year 3.16
expenses
Unsettled prepayment for
Entity 5 Non-related party 1,453,982.28 Within 1 year 2.82
purchase of materials
Total 20,348,938.41 39.43
7. Other receivables
7.1 Summary of other receivables
Opening balance
Item Closing balance
(Restated)
Dividend receivable 264,626,493.85 258,137,208.69
Other receivables 431,650,102.02 3,303,155,105.29
Total 696,276,595.87 3,561,292,313.98
7.2 Dividend receivable
(1) Presentation of dividend receivable
Name of investee Closing balance Opening balance
China Nanshan Development (Group) Incorporation
185,070,000.00 210,831,000.00
("Nanshan Group")
Zhanjiang Merchants Port City Investment Co., Ltd.
41,847,044.77 -
("Merchants Port City")
Tin-Can Island Container Terminal Ltd 19,076,909.00 33,289,037.77
COSCO Logistics (Zhanjiang) Co., Ltd. 18,403,959.77 13,378,666.52
Others 493,472.09 896,900.00
Total 264,891,385.63 258,395,604.29
Less: Provision for credit loss 264,891.78 258,395.60
Book value 264,626,493.85 258,137,208.69
- 79 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(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 Dividend receivable - continued
(2) Significant dividend receivable aged more than 1 year
Name of investee Closing balance Opening balance Aging Why unrecovered
Undergoing relevant
More than 1 year but
Nanshan Group 74,028,000.00 140,554,000.00 formalities, expected to be
not exceeding 2 years
recovered by the end of 2022
(3) Changes in provision for credit loss of dividends receivable
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Item Expected credit Total
credit loss (not credit loss (credit-
loss in 12 months
credit-impaired) impaired)
At 1 January 2021 258,395.60 - - 258,395.60
Carrying amount of dividends
receivable at 1 January 2021
-- Transfer to Stage 2 - - - -
-- Transfer to Stage 3 - - - -
-- Reverse to Stage 2 - - - -
-- Reverse to Stage 1 - - - -
Provision for the year 6,496.18 - - 6,496.18
Reversal for the year - - - -
Transfer-out on derecognition of
financial assets( including - - - -
direct write-down)
Other changes - - - -
At 31 December 2021 264,891.78 - - 264,891.78
7.3 Other receivables
(1) Other receivables disclosed by aging
Closing balance
Aging Provision for credit
Other receivables Proportion (%)
loss
Within 1 year 328,141,878.41 5,068,631.24 1.54
More than 1 year but not exceeding 2 years 38,177,531.87 9,689,121.55 25.38
More than 2 years but not exceeding 3 years 465,330,513.59 463,694,669.80 99.65
More than 3 years 358,564,468.35 280,111,867.61 78.12
Total 1,190,214,392.22 758,564,290.20
- 80 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(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
(2) Disclosure of other receivables by nature
Opening balance
Item Closing balance
(Restated)
Operation compensation (Note 1) 618,500,035.62 687,057,815.03
Temporary payments 260,222,250.12 159,559,495.82
Land compensation (Note 2) 89,630,000.00 2,742,032,000.00
Deposits 25,492,288.59 24,819,304.63
Dedicated grants(Note 3) 24,800,000.00 -
Compensation for profit or loss on transition 6,347,258.89 38,312,376.24
Others 165,222,559.00 173,665,086.98
Total 1,190,214,392.22 3,825,446,078.70
Less: Provision for credit loss 758,564,290.20 522,290,973.41
Book value 431,650,102.02 3,303,155,105.29
Note 1: As of 31 December 2021, it is the operation compensation amounting to RMB
618,500,035.62 that the subsidiaries of the Company should collect from the holding
companies of minority shareholders. The aforesaid amount has been overdue. Therefore,
the Group made a corresponding provision for credit impairment losses of RMB
190,775,500.00. As of 31 December 2021, these amount has been fully provided for
credit losses.
Note 2: On 9 October 2021, Zhanjiang Port (Group) Co., Ltd.,(hereinafter referred to as the "
Zhanjiang Port "), subsidiary of the Company, entered into the Agreement on Recovery
of State-owned Land Use Rights with the People's Government of Xiashan District,
Zhanjiang Municipal. Pursuant to the Agreement, Zhanjiang Port shall return the land
located in the Zhanjiang Comprehensive Bonded Zone on the east of the Gangshu
Avenue of approximately 195.68 mu, which is amounting to RMB 89,630,000.00. The
aforementioned land was then returned before 31 December 2021. The net book value of
the land was RMB63,458,203.57, and the compensation gain recognized netting of
transaction costs was RMB26,126,981.43. As at 31 December 2021, the total land
compensation not recovered amounted to RMB89,630,000.00.
Note 3: This represents the special subsidy of RMB35,000,000.00 for public lighterage branch
line obtained by the Company's subsidiary Shantou CMPort Group Co., Ltd. ("Shantou
Port") in 2021 according to the Notice of Shantou Transportation Bureau and Bureau of
Commerce of Shantou Municipality on Continuation of the Policy of Subsidy for Heavy
Container Imports by Voyage and Special Subsidy for Shantou Public Lighterage Branch
Line. As of 31 December 2021, RMB24,800,000.00 is not yet received. This special
subsidy is closely related with the business of Shantou Port, and is taken as a component
of the consideration for provision of public lighterage branch line business.
- 81 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(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 on other receivables
As part of the Group's credit risk management, the Group conducts internal credit ratings for its
customers and determines the expected loss rate for other receivables for each rating. Such
expected average loss rates are based on actual historical impairments and taking into account the
current and future economic conditions.
- 82 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(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 on other receivables - continued
As at 31 December 2021, the credit risk and expected credit loss of other receivables of each category of customers are presented as below:
Opening balance
Closing balance
(Restated)
Expected credit Lifetime Lifetime Lifetime Lifetime
Credit rating
loss rate (%) Expected credit expected credit expected credit Expected credit expected credit expected credit
Total Total
loss in 12 months loss (not credit- loss (credit- loss in 12 months loss (not credit- loss (credit-
impaired) impaired) impaired) impaired)
A 0.00-0.10 431,741,133.45 - - 431,741,133.45 3,102,785,902.96 - - 3,102,785,902.96
B 0.10-0.30 - - - - - - - -
C 0.30-50.00 - - - - - - - -
D 50.00-100.00 - - 758,473,258.77 758,473,258.77 - - 722,660,175.74 722,660,175.74
Account balance 431,741,133.45 - 758,473,258.77 1,190,214,392.22 3,102,785,902.96 - 722,660,175.74 3,825,446,078.70
Provision for credit loss 106,031.43 - 758,458,258.77 758,564,290.20 308,222.19 - 521,982,751.22 522,290,973.41
Book value 431,635,102.02 - 15,000.00 431,650,102.02 3,102,477,680.77 - 200,677,424.52 3,303,155,105.29
Including: Significant other receivables for which the provision for credit loss is assessed individually at the end of the year( credit rating of D)
Name Carrying amount Provision for credit loss ECL rate(%) Reasons for provision
Entity 1 618,500,035.62 618,500,035.62 100.00 Expected to be unrecoverable(Note)
Entity 2 103,643,609.29 103,643,609.29 100.00 Expected to be unrecoverable
Entity 3 14,000,000.00 14,000,000.00 100.00 Expected to be unrecoverable
Total 736,143,644.91 736,143,644.91 -- --
Note: Refer to Note (VIII), 7.3(2)Note 1 for details.
- 83 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(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) Changes in provision, reversal and write-off for credit loss of other receivables
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Credit loss allowance Expected credit Total
credit loss (not credit loss (credit-
loss in 12 months
credit-impaired) impaired)
At 1 January 2021(Restated) 308,222.19 - 521,982,751.22 522,290,973.41
Carrying amount of other
receivables at 1 January 2021
-- Transfer to Stage 2 - - - -
-- Transfer to Stage 3 -161,287.99 - 161,287.99 -
-- Reverse to Stage 2 - - - -
-- Reverse to Stage 1 293,405.18 - -293,405.18 -
Provision for the year 104,464.47 - 239,995,475.12 240,099,939.59
Reversal for the year -438,772.42 - -6,000.00 -444,772.42
Resold for the year - - - -
Write-off for the year - - - -
Other changes - - -3,381,850.38 -3,381,850.38
At 31 December 2021 106,031.43 - 758,458,258.77 758,564,290.20
(5) Changes in the carrying amount of other receivables
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Carrying amount Expected credit Total
credit loss (not credit loss (credit-
loss in 12 months
credit-impaired) impaired)
At 1 January 2021 3,102,785,902.96 - 722,660,175.74 3,825,446,078.70
Carrying amount of other
-- -- -- --
receivables at 1 January 2021
-- Transfer to Stage 2 - - - -
-- Transfer to Stage 3 -43,728,163.84 - 43,728,163.84 -
-- Reverse to Stage 2 - - - -
-- Reverse to Stage 1 355,828.50 - -355,828.50 -
Increase for the year 75,755,789.07 - 5,668,098.06 81,423,887.13
Derecognition for the year - - - -
Other changes -2,703,428,223.24 - -13,227,350.37 -2,716,655,573.61
At 31 December 2021 431,741,133.45 - 758,473,258.77 1,190,214,392.22
(6) In 2021, the Group has no other receivables written off.
- 84 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(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
(7) The top five balances of other receivables at the end of the year classified by debtor
Proportion of the Provision for
Name of entity Nature Closing balance Aging amount to the other credit loss at the
receivable (%) end of the year
More than 2 years but not
Operation
Entity 1 618,500,035.62 exceeding 3 years, more 51.97 618,500,035.62
compensation
than 3 years
Within 3 year, more than 3
Entity 2 Temporary payments 103,643,609.29 8.71 103,643,609.29
years
Entity 4 Land compensation 89,630,000.00 Within 1 year 7.53 -
Within 1 year, more than 1
Entity 5 Temporary payments 77,858,169.40 year but not exceeding 2 6.54 -
years
Entity 6 Temporary payments 32,953,940.00 More than 3 years 2.77 -
Total 922,585,754.31 77.52 722,143,644.91
8. Inventories
(1) Categories of inventories
Opening Balance
Closing balance
(Restated)
Item Provision for Provision for
Carrying Carrying
decline in value Book value decline in value Book value
amount amount
of inventories of inventories
Raw materials 174,693,225.25 730,054.35 173,963,170.90 168,411,323.61 884,061.15 167,527,262.46
Finished goods 6,576,244.72 - 6,576,244.72 34,780,194.84 - 34,780,194.84
Others 14,380,720.50 - 14,380,720.50 12,516,519.00 - 12,516,519.00
Total 195,650,190.47 730,054.35 194,920,136.12 215,708,037.45 884,061.15 214,823,976.30
(2) Provision for decline in value of inventories
Decrease
Item 1 January 2021 Provision 31 December 2021
Reversal Write-off
Raw materials 884,061.15 - - 154,006.80 730,054.35
(3) As at 31 December 2021, the Group has no capitalized borrowing cost in the balance of
inventories.
- 85 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
9. Assets held for sale
Carrying amount at Fair value at closing Estimated disposal
Item Schedule
closing balance balance expenses
Expected to be
Long-term assets held for sale(Note) 337,442,757.28 1,380,876,000.00 31,475,777.36 vacated and relocated
in 2022
Less: Provision for impairment of
-
assets held for sale
Carrying amount 337,442,757.28
Note: Refer to Note (VIII).12(1) for details.
10. Non-current assets due within one year
Opening balance
Item Closing balance
(Restated)
Long-term receivables due within one year 102,458,920.89 67,760,233.67
Less: Provision for credit loss 102,458.92 67,760.23
Carrying amount 102,356,461.97 67,692,473.44
11. Other current assets
(1) Categories of other current assets
Item Closing balance Opening balance
Structural deposits - 102,749,431.10
Including: Principal - 100,000,000.00
Interest receivable - 2,749,431.10
Prepaid taxes 64,390,050.80 47,556,756.97
Input tax to be deducted and to be certified 254,909,235.38 237,493,882.42
Others 20,385,011.23 46,274,014.67
Total 339,684,297.41 434,074,085.16
Less: Provision for credit loss - -
Book value 339,684,297.41 434,074,085.16
12. Long-term receivables
(1) Details of long-term receivables
Closing balance Opening balance Range of discount
Item Provision for Provision for rate at the end of
Account balance Book value Account balance Book value
credit loss credit loss year
Advances to shareholders (Note1) 3,566,614,937.93 3,566,614.94 3,563,048,322.99 3,663,271,923.98 3,663,271.92 3,659,608,652.06 4.75%-8.00%
Land compensation receivable (Note 2) 2,692,032,000.00 - 2,692,032,000.00 - - - -
Financing lease deposits 10,000,000.00 10,000.00 9,990,000.00 10,000,000.00 10,000.00 9,990,000.00 -
Receivables for cooperation - - - 286,330,144.62 286,330.14 286,043,814.48 -
Total 6,268,646,937.93 3,576,614.94 6,265,070,322.99 3,959,602,068.60 3,959,602.06 3,955,642,466.54 -
Less: Long-term receivables
102,458,920.89 102,458.92 102,356,461.97 67,760,233.67 67,760.23 67,692,473.44 -
due within 1 year
Long-term receivables due over 1 year 6,166,188,017.04 3,474,156.02 6,162,713,861.02 3,891,841,834.93 3,891,841.83 3,887,949,993.10 -
- 86 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Long-term receivables - continued
(1) Details of long-term receivables - continued
Note 1: It mainly represents the Company's receivable of aggregate principal and interest from
Terminal Link SAS, equivalent to RMB 2,722,198,784.01.
On 25 November 2019, the subsidiary of the Company, China Merchants Port Holdings
Company ("CMPort") has signed the shareholders' agreement with the associate Terminal
Link SAS and its shareholder CMA CGM S.A. According to this agreement, CMPort
intends to subscribe for mandatory convertible bonds of USD468 million and grant a loan
facility of USD500 million to Terminal Link SAS in order to support Terminal Link SAS'
acquisition plan of 10 target terminals. On 26 March 2020, the Company subscribed
mandatory convertible bonds, equivalent to RMB2,746,841,398.03. Meanwhile, Direct
Achieve Investments Limited, a subsidiary of the Company, provided a long-term loan to
Terminal Link SAS for the terminal acquisition project and charged interest to Terminal
Link SAS at an interest rate of 6%.
Note 2: On 5 November 2019, 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 has
been transferred in 2020. As at 31 December 2021, the land compensation totalling
RMB1,158,032,000.00 has not yet been recovered.
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 2021. As at 31 December 2021, the land compensation
totalling RMB200,000,000.00 has not yet been recovered.
- 87 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Long-term receivables - continued
(1) Details of long-term receivables - continued
Note 2: - continued
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. As at 31 December 2021, the land compensation totalling
RMB1,334,000,000.00 has not yet been recovered, and the remaining 328.78 mu of land
and attached buildings have not been transferred. The intangible assets of the remaining
328.78 mu of land and attached buildings of RMB212,552,105.91, fixed assets of
RMB113,712,788.00 and investment properties of RM B11,177,863.37 are presented as
assets held for sale by the Group.
In 2021, Shantou Municipal Government revised the "Detailed Control Planning of
Shantou Zhugang New Town (Partial) - Zhuchigang Area", as the final plan has not yet
been approved and announced, Shantou Land Reserve Center delayed the transfer of the
above 328.78 mu of land originally planned to be completed in 2021 to 2022.
(2) Provision for credit loss on long-term receivables
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Item Expected credit Total
credit loss (not credit loss (credit-
loss in 12 months
credit-impaired) impaired)
At 1 January 2021 3,959,602.06 - - 3,959,602.06
Carrying amount of other
current assets at 1 January 2021
-- Transfer to Stage 2 - - - -
-- Transfer to Stage 3 - - - -
-- Reverse to Stage 2 - - - -
-- Reverse to Stage 1 - - - -
Provision for the year 34,698.70 - - 34,698.70
Reversal for the year -417,685.82 - - -417,685.82
Transfer-out on derecognition of
financial assets( including - - - -
direct write-down)
Other changes - - - -
At 31 December 2021 3,576,614.94 - - 3,576,614.94
(3) As at 31 December 2021, there are no long-term receivables derecognized due to the
transfer of financial assets.
(4) There are no assets and liabilities arising from the transfer or continuing involvement of
long-term receivables at 31 December 2021.
- 88 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Long-term equity investments
(1) Details of long-term equity investments
Changes for the year
Reconciling Effect of Including:
Cash dividends
Accounting 1 January 2021 Investment items from Other Provision translation of 31 December Closing balance
Investees or profits
method (restated) Increase Decrease profit under other equity Others for financial statements 2021 of provision for
announced of
equity method comprehensiv movements impairment denominated in impairment
issuance
e income foreign currencies
I. Joint ventures
Euro-Asia Oceangate S.àr.l. Equity method 2,533,296,561.96 - - 57,559,118.21 - - -159,489,460.08 - - -59,827,233.35 2,371,538,986.74 -
Port of Newcastle Equity method 2,149,048,944.67 - - 12,868,828.80 4,375,404.14 - -30,408,519.30 - - -176,201,036.95 1,959,683,621.36 -
Qingdao Qianwan United Container
Equity method 1,507,359,082.53 - - 83,154,378.77 - - -100,000,000.00 - - - 1,490,513,461.30 -
Terminal Co., Ltd.
Yantai Port Group Laizhou Port Co., Ltd.
(formerly known as "China Overseas Equity method 782,832,086.50 - - 33,327,096.27 - - -24,643,441.33 - - - 791,515,741.44 -
Harbour Affairs (Laizhou) Co., Ltd.")
Others Equity method 1,893,790,530.18 1,021,291.12 - 55,732,471.44 - - -21,350,308.29 1,003,584.24 - -3,445,620.89 1,926,751,947.80 -
Subtotal 8,866,327,205.84 1,021,291.12 - 242,641,893.49 4,375,404.14 - -335,891,729.00 1,003,584.24 - -239,473,891.19 8,540,003,758.64 -
II. Associates
Shanghai International Port (Group) Co.,
Ltd.(hereinafter referred to as the Equity method 25,361,783,181.41 - - 4,190,349,799.99 152,749,411.32 -68,880,822.92 -793,927,959.22 - - 1,733,773.11 28,843,807,383.69 -
"Shanghai Port Group")
Nanshan Group Equity method 5,390,946,895.65 - - 685,312,588.00 10,912,249.63 352,921,807.12 -111,042,000.00 - - - 6,329,051,540.40 -
Terminal Link SAS Equity method 6,803,553,044.91 2,108,106.13 - 476,262,839.86 -137,113,127.55 -230,782.28 -1,389,503,418.41 - - 282,916,394.46 6,037,993,057.12 -
Liaoning Port Co., Ltd. (formerly known
as "Dalian Port (PDA) Company Equity method 3,455,964,513.62 - - 177,413,349.12 -1,739,501.18 133,473,710.98 -76,829,166.42 265,572,515.61 - 18,545,210.30 3,972,400,632.03 337,700,959.79
Limited")("Liaoning Port")(Note)
Shenzhen China Merchants Qianhai
Equity method 7,176,706,008.55 - - 130,229,025.57 - - - - - - 7,306,935,034.12 -
Industrial Development Co., Ltd.
Ningbo Zhoushan Port Company Limited
Equity method 3,098,292,286.95 206,523,799.86 - 229,363,153.19 3,863,547.99 5,473,715.31 -68,675,568.77 - - - 3,474,840,934.53 -
("Ningbo Zhoushan")
China Merchants Northeast Asia
Equity method 1,007,786,285.71 - - 8,262,246.98 - - - - - - 1,016,048,532.69 -
Development & Investment Co., Ltd.
Others Equity method 5,081,051,800.26 776,647.76 -158,496,285.36 151,122,584.39 31,811,339.48 28,775,127.82 -181,330,149.23 - -2,147,208.07 -119,192,905.75 4,832,370,951.30 2,135,644.39
Subtotal 57,376,084,017.06 209,408,553.75 -158,496,285.36 6,048,315,587.10 60,483,919.69 451,532,756.03 -2,621,308,262.05 265,572,515.61 -2,147,208.07 184,002,472.12 61,813,448,065.88 339,836,604.18
Total 66,242,411,222.90 210,429,844.87 -158,496,285.36 6,290,957,480.59 64,859,323.83 451,532,756.03 -2,957,199,991.05 266,576,099.85 -2,147,208.07 -55,471,419.07 70,353,451,824.52 339,836,604.18
Note : Other equity movements refer to Note (VIII) 45 for details.
- 89 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Long-term equity investments - continued
(2) Changes in provisions for impairment losses of long-term equity investments
Decrease Effect of
Effect of
translation of
Item 1/1/2021 consolidation Increase 31/12/2021
Amount Reason foreign currency
scope change
statements
Refer to
Liaoning Port 621,818,684.80 - - 265,572,515.61 -18,545,209.40 337,700,959.79
Note(VIII)45
HOA THUONG
- - 2,147,208.07 - N/A -11,563.68 2,135,644.39
CORPORATION
Total 621,818,684.80 - 2,147,208.07 265,572,515.61 -- -18,556,773.08 339,836,604.18
14. Investments in other equity instruments
(1) Details of investments in other equity instruments
Investees Closing balance Opening balance
China Ocean Shipping Agency (Shenzhen) Co., Ltd. 144,998,784.69 144,424,830.00
Others 35,253,013.74 37,042,227.74
Total 180,251,798.43 181,467,057.74
(2) Details of non-trading equity instruments
Amounts
Why transferred to
Dividends transferred to
retained earnings
income Accumulated retained earnings Why designated as
Item from other
recognized gains/losses from other FVTOIC
comprehensive
for the year comprehensive
income
income
The intention of holding
China Ocean Shipping Agency
6,949,500.00 131,488,784.69 - is neither for sale nor N/A
(Shenzhen) Co., Ltd.
profits in short-term
The intention of holding
Others 460,262.66 7,410,582.00 - is neither for sale nor N/A
profits in short-term
Total 7,409,762.66 138,899,366.69 -
15. Other non-current financial assets
Item Closing balance Opening balance
Financial assets at FVTPL 809,515,244.87 910,807,452.56
Including: Investments in equity instruments 809,515,244.87 910,807,452.56
Including: Qingdao Port International Co., Ltd. 782,723,863.52 886,385,139.77
Others 26,791,381.35 24,422,312.79
- 90 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
16. Investment properties
(1) Investment properties measured under cost method
Buildings and
Item Land use rights Total
structures
I. Total original carrying amount
1. Balance at 1 January 2021 105,727,492.82 6,278,220,271.05 6,383,947,763.87
2. Increase for the year 8,907,053.85 14,936,216.21 23,843,270.06
(1) Purchase - 1,301,544.00 1,301,544.00
(2) Transferred from fixed assets - 13,634,672.21 13,634,672.21
(3) Transferred from intangible assets 8,907,053.85 - 8,907,053.85
3. Decrease for the year - 111,653,314.50 111,653,314.50
(1) Disposal - 1,868,892.31 1,868,892.31
(2) Transfer to fixed assets - 109,784,422.19 109,784,422.19
4. Balance at 31 December 2021 114,634,546.67 6,181,503,172.76 6,296,137,719.43
II. Accumulated depreciation
and amortization
1. Balance at 1 January 2021 33,534,616.24 791,657,872.42 825,192,488.66
2. Increase for the year 3,913,726.53 189,673,663.97 193,587,390.50
(1) Provision for the year 2,282,104.06 187,357,639.74 189,639,743.80
(2) Transferred from fixed assets - 2,316,024.23 2,316,024.23
(3) Transferred from intangible assets 1,631,622.47 - 1,631,622.47
3. Decrease for the year - 20,880,574.61 20,880,574.61
(1) Disposal - 1,775,447.69 1,775,447.69
(2) Transfer to fixed assets - 19,105,126.92 19,105,126.92
4. Balance at 31 December 2021 37,448,342.77 960,450,961.78 997,899,304.55
III. Impairment provision
1. Balance at 1 January 2021 - - -
2. Increase for the year - - -
3. Decrease for the year - - -
4. Balance at 31 December 2021 - - -
IV. Book value
1. At 31 December 2021 77,186,203.90 5,221,052,210.98 5,298,238,414.88
2. At 1 January 2021 72,192,876.58 5,486,562,398.63 5,558,755,275.21
(2) Investment properties without ownership certificates
Reasons for certificate of Expected time of
Item Closing balance Opening balance
title not completed completion
Some houses and buildings
Buildings, structures, and have not yet obtained The certificate of title is
17,610,186.51 19,256,400.05
land use rights certificates of land use underway
rights
- 91 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Fixed assets
17.1 Summary of fixed assets
Opening balance
Item Closing balance
(restated)
Fixed assets 31,710,355,613.32 29,478,004,411.21
Disposal of fixed assets 157,616.97 1,750,748.00
Total 31,710,513,230.29 29,479,755,159.21
17.2 Fixed assets
(1) Details of fixed assets
Machinery and
equipment,
Port and terminal Buildings and Motor vehicles and
Item furniture and Total
facilities structures cargo ships
fixture and other
equipment
I. Total original carrying amount
1. Balance at 1 January 2021(restated) 29,858,213,065.80 1,847,328,245.18 15,259,298,893.86 2,133,169,183.60 49,098,009,388.44
2. Increase for the year 2,597,697,997.28 169,178,346.91 1,627,272,788.24 91,847,711.39 4,485,996,843.82
(1) Purchase 28,913,704.71 1,657,155.23 249,775,005.43 10,618,654.29 290,964,519.66
(2) Transfer from development expenditure 231,671.58 - 7,725,001.98 - 7,956,673.56
(3) Transfer from construction in progress 2,568,552,620.99 57,736,769.49 1,369,772,780.83 81,229,057.10 4,077,291,228.41
(4) Transfer from investment properties - 109,784,422.19 - - 109,784,422.19
(5) Effect of changes in the scope of consolidation - - - - -
3. Decrease for the year 106,048,643.07 20,384,736.21 239,086,033.64 31,951,977.37 397,471,390.29
(1) Disposal or retirement 98,938,297.47 6,750,064.00 239,086,033.64 31,951,977.37 376,726,372.48
(2) Transfer to construction in progress 3,206,649.81 - - - 3,206,649.81
(3) Transfer to investment properties - 13,634,672.21 - - 13,634,672.21
(4) Adjustments to the amount carried forward 3,903,695.79 - - - 3,903,695.79
4. Reclassification 4,634,191.17 -14,125,996.90 9,491,805.73 - -
5. Effect of changes in foreign exchange -217,233,587.45 -4,510,309.88 -199,637,336.47 -17,911,473.16 -439,292,706.96
6. Balance at 31 December 2021 32,137,263,023.73 1,977,485,549.10 16,457,340,117.72 2,175,153,444.46 52,747,242,135.01
II. Accumulated depreciation
1. Balance at 1 January 2021(restated) 8,832,870,876.12 468,211,667.37 9,319,665,495.98 941,729,519.54 19,562,477,559.01
2. Increase for the year 939,489,240.41 94,689,351.03 761,159,730.21 101,209,197.82 1,896,547,519.47
(1) Provision 939,489,240.41 75,584,224.11 761,159,730.21 101,209,197.82 1,877,442,392.55
(2) Transfer from investment properties - 19,105,126.92 - - 19,105,126.92
(3) Effect of changes in the scope of consolidation - - - - -
3. Decrease for the year 82,743,017.62 8,728,635.03 217,932,477.76 29,750,768.67 339,154,899.08
(1) Disposal or retirement 82,337,575.64 6,412,610.80 217,932,477.76 29,750,768.67 336,433,432.87
(2) Transfer to construction in progress 405,441.98 - - - 405,441.98
(3) Transfer to investment properties - 2,316,024.23 - - 2,316,024.23
4. Reclassification 6,643,252.93 -6,877,372.10 234,119.17 - -
5. Effect of changes in foreign exchange -45,495,621.18 -1,080,004.31 -88,954,302.21 -4,979,822.72 -140,509,750.42
6. Balance at 31 December 2021 9,650,764,730.66 546,215,006.96 9,774,172,565.39 1,008,208,125.97 20,979,360,428.98
III. Impairment provision
1. Balance at 1 January 2021 57,419,468.96 63,906.47 44,042.79 - 57,527,418.22
2. Increase for the year - - - - -
3. Disposal or retirement for the year - - - - -
4. Reclassified amount for the year - - - - -
5. Other decreases - - 1,325.51 - 1,325.51
6. Balance at 31 December 2021 57,419,468.96 63,906.47 42,717.28 - 57,526,092.71
IV. Book value
1. Balance at 31 December 2021 22,429,078,824.11 1,431,206,635.67 6,683,124,835.05 1,166,945,318.49 31,710,355,613.32
2. Balance at 1 January 2021(restated) 20,967,922,720.72 1,379,052,671.34 5,939,589,355.09 1,191,439,664.06 29,478,004,411.21
(2) The Group has no fixed assets that are temporarily idle as at 31 December 2021.
- 92 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Fixed assets - continued
17.2 Fixed assets - continued
(3) Fixed assets leased out under operating leases
Book value at 31 Book value at 31
Item
December 2021 December 2020
Buildings and structures 174,489,188.90 296,325,159.35
Port and terminal facilities 38,957,300.62 79,578,478.13
Machinery and equipment, furniture and fixture and
4,770,103.50 8,646,797.33
other equipment
Total 218,216,593.02 384,550,434.81
(4) Fixed assets without ownership certificates
Book value at Book value at
Item Remarks
31 December 2021 31 December 2020
This is mainly due to the fact that certain buildings
Buildings, structures, port and structures have not yet obtained the land use
2,086,360,399.74 1,751,680,587.08
and terminal facilities rights of the land for such fixed assets and the
approval procedures have not yet been completed.
(5) Other issues
Item Amount Remark
Cost of fixed assets fully depreciated but still in use
4,067,219,016.28
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 376,726,372.48
Net value of fixed assets disposed and retired in the year 40,291,614.10
Loss on disposal or retirement of fixed assets in the year 18,305,792.81
(6) As at 31 December 2021, the Group's fixed assets with restricted ownership refer to Note
(VIII) 63 for details.
17.3 Disposal of fixed assets
Item Closing balance Opening balance
Machinery and equipment, furniture and fixture
78,950.02 1,216,187.48
and other equipment
Motor vehicles and cargo ships 78,666.95 17,000.05
Port and terminal facilities - 517,560.47
Total 157,616.97 1,750,748.00
- 93 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress
(1) Summary of construction in progress
Item Closing balance Opening balance
Construction in progress 2,543,631,289.59 5,366,181,331.72
Materials for construction of fixed assets 13,953,664.33 15,249,274.46
Total 2,557,584,953.92 5,381,430,606.18
(2) Details of construction in progress
Closing balance Opening balance
Item Carrying Provision for Carrying Provision for
Book value Book value
amount impairment amount impairment
Port and terminal
2,177,670,930.47 - 2,177,670,930.47 4,662,213,617.98 - 4,662,213,617.98
facilities
Berths and yards 15,718,097.89 - 15,718,097.89 336,353,712.35 - 336,353,712.35
Infrastructure 220,531,192.85 - 220,531,192.85 197,699,601.64 - 197,699,601.64
Ship under
- - - 58,674,526.32 - 58,674,526.32
construction
Others 129,711,068.38 - 129,711,068.38 111,239,873.43 - 111,239,873.43
Total 2,543,631,289.59 - 2,543,631,289.59 5,366,181,331.72 - 5,366,181,331.72
- 94 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress - continued
(3) The top ten balances of construction in progress
Proportion of Interest
Effect of Amount of Including:
Other accumulated Constructio capitalizati
1 January Increase for Transfer to changes in 31 December accumulated capitalized Capital
Item Budget amount decreases for construction n progress on rate for
2021 the year fixed assets foreign 2021 capitalized interest for source
the year investment in (%) the current
exchange interest the year
budget(%) year (%)
Reconstruction project of HIPG Own funds
2,575,891,749.20 986,965,991.96 30,225,598.52 5,829,386.34 112,313,625.52 -22,673,579.91 876,374,998.71 57.68 57.68 847,663.37 327,390.66 2.75
container, oil terminal and tank area and loans
General cargo terminal project at
Own funds
Donghai Island Port Area of 905,348,400.00 366,583,393.31 33,093,195.93 - - - 399,676,589.24 44.15 44.15 44,364,372.49 12,879,488.70 4.22
and loans
Zhanjiang Port
Phase I expansion project for the
Own funds
container terminal at Baoman Port Area, 2,342,775,800.00 156,012,479.92 25,002,275.68 - 398,668.68 - 180,616,086.92 7.73 7.73 953,620.60 -11,119.86 4.22
and loans
Zhanjiang Port
Reconstruction project for Yard 16# of Own funds
190,000,000.00 68,846,809.70 110,039,628.07 - - - 178,886,437.77 94.15 94.15 2,899,307.26 2,600,508.04 4.22
the bulk cargo terminal, Zhanjiang Port and loans
Phase I project for the stuffing and
Own funds
destuffing service area of Baoman Port 606,521,505.83 137,075,214.56 5,270,101.53 - 9,146,779.70 - 133,198,536.39 23.47 23.47 16,689,500.56 - -
and loans
Area, Zhanjiang Port
Back land Reclamation Project on
Haidagan Bulk Yard and Supporting 59,300,000.00 58,274,286.20 837,110.40 - - - 59,111,396.60 99.68 99.68 - - - Own funds
Facilities and Liquid Bulk Berth
Logistic Centre Project of Baoman Port
608,535,600.00 55,668,801.93 - - - - 55,668,801.93 9.15 9.15 - - - Own funds
Area, Zhanjiang Port
Hydraulic structure engineering for the
Own funds
reconstruction project of Berth 1# - 4#, 2,467,361,016.88 1,544,226,816.60 632,110,920.11 2,086,947,310.05 33,836,256.04 - 55,554,170.62 88.21 88.21 66,037,883.84 25,219,359.80 3.87
and loans
Haixing Terminal
Berth 3# project of Houshi Port area of Own funds
1,000,000,000.00 19,237,391.30 33,996,281.66 - - - 53,233,672.96 98.80 98.80 - - -
Xiamen Port and loans
28# Warehouse Relocation Project 67,670,000.00 41,299,327.20 6,178,297.33 - - - 47,477,624.53 70.16 70.16 - - - Own funds
Total 10,823,404,071.91 3,434,190,512.68 876,753,409.23 2,092,776,696.39 155,695,329.94 -22,673,579.91 2,039,798,315.67 131,792,348.12 41,015,627.34
- 95 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress - continued
(4) Materials for construction of fixed assets
Closing balance Opening balance(restated)
Item Carrying Provision for Carrying Provision for
Book value Book value
amount impairment amount impairment
Materials for construction
13,953,664.33 - 13,953,664.33 15,249,274.46 - 15,249,274.46
of fixed assets
19. Right-of-use assets
(1) Details of right-of-use assets
Machinery and
Motor
Port and equipment,
Buildings and vehicles, cargo
Item terminal furniture and Land use rights Total
structures ships and
facilities fixture and
others
other equipment
I. Cost
1. Balance at 1 January 2021(restated) 6,772,369,651.12 161,394,715.13 466,008,746.03 2,654,899,114.51 14,863,949.59 10,069,536,176.38
2. Increase for the year 152,243,356.00 15,605,749.60 3,337,541.05 261,663.67 1,689,609.47 173,137,919.79
(1) Purchase 152,243,356.00 15,605,749.60 3,337,541.05 261,663.67 1,689,609.47 173,137,919.79
3. Decrease for the year 175,632,891.39 4,347,735.56 7,460,829.68 16,634,314.87 7,244,123.48 211,319,894.98
(1) Termination of lease 175,632,891.39 4,347,735.56 7,460,829.68 16,634,314.87 7,244,123.48 211,319,894.98
4. Effect of changes in foreign exchange -141,451,125.79 -3,208,031.94 -510,995.73 -63,637,363.39 - -208,807,516.85
5. Balance at 31 December 2021 6,607,528,989.94 169,444,697.23 461,374,461.67 2,574,889,099.92 9,309,435.58 9,822,546,684.34
II. Accumulated depreciation
1. Balance at 1 January 2021(restated) 588,760,107.94 30,621,557.69 109,303,923.22 242,317,665.43 10,791,109.16 981,794,363.44
2. Increase for the year 239,697,224.28 18,304,628.95 28,402,668.30 40,834,819.42 2,363,800.88 329,603,141.83
(1) Provision 239,697,224.28 18,304,628.95 28,402,668.30 40,834,819.42 2,363,800.88 329,603,141.83
3. Decrease for the year 175,622,826.43 4,325,539.34 7,460,829.68 16,634,314.87 7,244,123.48 211,287,633.80
(1) Termination of lease 175,622,826.43 4,325,539.34 7,460,829.68 16,634,314.87 7,244,123.48 211,287,633.80
4. Effect of changes in foreign exchange -13,786,566.06 -513,859.90 -343,717.54 -5,996,585.82 - -20,640,729.32
5. Balance at 31 December 2021 639,047,939.73 44,086,787.40 129,902,044.30 260,521,584.16 5,910,786.56 1,079,469,142.15
III. Impairment provision
1. Balance at 1 January 2021 - - - - - -
2. Increase for the year - - - - - -
3. Decrease for the year - - - - - -
4. Balance at 31 December 2021 - - - - - -
IV. Book value
1. Book value at 31 December 2021 5,968,481,050.21 125,357,909.83 331,472,417.37 2,314,367,515.76 3,398,649.02 8,743,077,542.19
2. Book value at 1 January 2021(restated) 6,183,609,543.18 130,773,157.44 356,704,822.81 2,412,581,449.08 4,072,840.43 9,087,741,812.94
(2) Amount recognized in profit or loss
Amount incurred in
Category
the year
Depreciation expenses of right-of-use assets (Note 1) 329,603,141.83
Interest expenses on lease liabilities (Note 2) 79,937,678.42
Expenses for short-term leases 57,066,803.15
Expenses for leases of low value assets 1,059.70
Variable lease payments not included in the measurement of lease liabilities (Note 3) -
Revenue from sublease of right-of-use assets 21,274,985.98
Note 1: In 2021, no depreciation expenses of right-of-use assets is capitalized.
Note 2: In 2021, no interest expenses of lease liabilities are capitalized.
Note 3: In 2021, no variable lease payments were included in the measurement of lease liabilities.
- 96 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
19. Right-of-use assets - continued
(3) The total cash outflows in relation to leases for the current year amount to RMB
435,267,676.74.
(4) The lease terms of the lease assets of the Group are as follows:
Category Lease term
Port and terminal facilities 1-99 years
Buildings and structures 3 months-5 years
Machinery and equipment, furniture and fixture and other equipment 1-6 years
Motor vehicles and cargo ships 5 years
Others 35 years
20. Intangible assets
(1) Details of intangible assets
Terminal management
Items Land use rights Others Total
rights
I. Total original carrying amount
1. Balance at 1 January 2021(restated) 13,925,403,678.69 8,996,212,561.23 1,123,714,042.87 24,045,330,282.79
2. Increase for the year 809,185,563.97 23,673,686.37 266,870,311.55 1,099,729,561.89
(1) Purchase 324,710.39 23,673,686.37 94,887,589.91 118,885,986.67
(2) Effect of changes in the scope of consolidation - - - -
(3) Other increase(Note 1) 808,860,853.58 - 171,982,721.64 980,843,575.22
3. Decrease for the year 94,747,493.09 - 40,590,156.23 135,337,649.32
(1) Disposal 85,840,439.24 - 1,870,786.22 87,711,225.46
(2) Transfer to investment properties 8,907,053.85 - - 8,907,053.85
(3) Other decrease - - 38,719,370.01 38,719,370.01
4. Effect of changes in foreign exchange -8,794,482.57 -780,862,955.02 -46,265,516.67 -835,922,954.26
5. Balance at 31 December 2021 14,631,047,267.00 8,239,023,292.58 1,303,728,681.52 24,173,799,241.10
II. Accumulated amortization
1. Balance at 1 January 2021(restated) 3,399,466,693.48 1,444,000,560.60 429,682,486.61 5,273,149,740.69
2. Increase for the year 330,762,067.27 228,027,157.06 62,473,826.09 621,263,050.42
(1) Provision 325,611,018.07 228,027,157.06 62,469,243.88 616,107,419.01
(2) Effect of changes in the scope of consolidation - - - -
(3) Other increase 5,151,049.20 - 4,582.21 5,155,631.41
3. Decrease for the year 18,117,752.79 - 8,761,767.63 26,879,520.42
(1) Disposal 16,486,130.32 - 3,510,718.43 19,996,848.75
(2) Transfer to investment properties 1,631,622.47 - - 1,631,622.47
(3) Other decrease - - 5,251,049.20 5,251,049.20
4. Effect of changes in foreign exchange -205,360.82 -152,691,783.78 -16,249,265.92 -169,146,410.52
5. Balance at 31 December 2021 3,711,905,647.14 1,519,335,933.88 467,145,279.15 5,698,386,860.17
III. Impairment provision
1. Balance at 1 January 2021 - - - -
2. Increase for the year - - - -
3. Decrease for the year - - - -
4. Balance at 31 December 2021 - - - -
IV. Book value
1. Book value at 31 December 2021 10,919,141,619.86 6,719,687,358.70 836,583,402.37 18,475,412,380.93
2. Book value at 1 January 2021(restated) 10,525,936,985.21 7,552,212,000.63 694,031,556.26 18,772,180,542.10
Note 1: It is the lands located in Dachanwan Port Area Phase II acquired by the Company's
subsidiaries Ansujie Terminal Services (Shenzhen) Co., Ltd. ("ASJ"). Refer to Note
(VIII) 25 for details.
- 97 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
20. Intangible assets - continued
(2) Land use rights without ownership certificates on 31 December 2021:
Book value Book value
Item
at this year end at last year end
Land use rights (Note) 1,882,080,080.20 1,051,555,795.12
Note: At 31 December 2021, 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 1,049,946.00 ㎡, and the land use rights for
Dachanwan Port area Phase II obtained by ASJ, of which the costs are RMB
1,400,288,984.00 and RMB 914,968,043.27 respectively.
The Group 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, as Nanshan Group
has not yet obtained the land use rights in respect of the lands within Chiwan watershed,
including aforementioned capital investment and land lease to the Group, therefore the
Group can not obtain the ownership certificate for relevant land and buildings on such
land. The Company's management understood that the 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.
21. Development expenses
Decrease in the current year Effect of
Increase in
Transfer to Transfer to Transfer Transfer to translation of
Item 1/1/2021 the current 31.12/2021
intangible construction to fixed profit or loss foreign currency
year
assets in progress assets for the year statements
CTOS upgrading - 62,596,122.69 - - - 62,596,122.69 - -
R&D project of port public
- 12,735,903.00 - - - 12,735,903.00 - -
information platform
Development of intelligent gate system - 11,621,699.80 - - - 11,621,699.80 - -
"China Merchants Chip" ICT integrated
- 9,812,731.04 - - - 9,812,731.04 - -
R&D for the smart container terminal
R&D of Anqiao auxiliary production
- 9,022,425.42 - - - 9,022,425.42 - -
monitoring
Customized development of block
- 8,055,519.62 - - - 8,055,519.62 - -
chain clearance project
Development and application of
automatic control systems for heavy
19,689,935.13 6,129,035.71 - - - - - 25,818,970.84
oil, diesel, gasoline, and methanol
processes
Automatic intelligent bucket wheel
stacker and transformation technology - 6,043,141.79 - 6,043,141.79 - - - -
service procurement project
R&D of RTG remote automatic catch
- 5,939,534.80 - - - 5,939,534.80 - -
and release box system
Multifunctional Port BTOS Cloud Edge
- 5,361,073.70 - - - 5,361,073.70 - -
Fusion Platform Phase I R&D Project
R&D of crane remote monitoring and
- 4,316,460.46 - - - 4,316,460.46 - -
management system
Development of intelligent stock
- 2,296,416.10 - - - 2,296,416.10 - -
management system
Key technical research for the device
20,656,125.15 1,218,823.23 - - - - - 21,874,948.38
used to load crude oil to a train
Others 23,891,674.95 106,830,819.22 160,214.95 1,760,549.99 7,956,673.56 86,147,749.04 - 34,697,306.63
Total 64,237,735.23 251,979,706.58 160,214.95 7,803,691.78 7,956,673.56 217,905,635.67 - 82,391,225.85
- 98 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Goodwill
(1) Carrying amount of goodwill
Amount of
Investee 1/1/2021 Increase Decrease changes in foreign 31/12/2021
exchange
TCP 2,562,567,253.74 - - -233,433,680.38 2,329,133,573.36
Mega Shekou Container
1,815,509,322.42 - - - 1,815,509,322.42
Terminals Limited
China Merchants Port Holdings 993,992,000.00 - - - 993,992,000.00
Shantou Port 552,317,736.65 - - - 552,317,736.65
Zhanjiang Port 418,345,307.68 - - - 418,345,307.68
Shenzhen Mawan Project 408,773,001.00 - - - 408,773,001.00
Ningbo Daxie China Merchants
International Terminals Co. 188,497,194.41 - - - 188,497,194.41
Ltd. ("Ningbo Daxie")
Others 288,255,850.88 - - - 288,255,850.88
Total 7,228,257,666.78 - - -233,433,680.38 6,994,823,986.40
(2) Provisions for goodwill impairments
Effect of changes
Investee 1/1/2021 Increase Decrease in foreign 31/12/2021
exchange
Zhanjiang Port - 418,345,307.68 - - 418,345,307.68
Shantou Port 552,317,736.65 - - - 552,317,736.65
Total 552,317,736.65 418,345,307.68 - - 970,663,044.33
(3) Information of assets group or portfolio of assets group to which the goodwill belongs
The Group takes the ability to independently generate cash inflows, manage the way of
production and operation activities (mainly by geographic areas) and unified decision on the use
and disposal of the assets as the criteria to determine assets group or portfolio of assets group, and
performs impairment test of goodwill for the assets group or portfolio of assets group as
determined. As at 31 December 2021, the assets group or portfolio of assets group determined by
the Group include: TCP; Mega Shekou Container Terminals Limited, including Shekou
Container Terminals Ltd., Shenzhen Lianyunjie Container Terminals Co., Ltd., Anxunjie
Container Terminals (Shenzhen) Co., Ltd.; CMPort; Shantou Port; Zhanjiang port; Shenzhen
Mawan Project, including Shenzhen Mawan Port Waterway Co., Ltd., Shenzhen Magang
Godown & Wharf Co., Ltd. (hereinafter referred to as "Magang Godown & Wharf");
- 99 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Goodwill - continued
(4) Impairment test of goodwill and key parameters
When testing the goodwill for impairment, the Group compares the carrying amount of related
assets group and portfolio of assets group (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 assets group and portfolio of
assets group 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 27 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 assets group and portfolio of assets group 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 forecasted period adopted in 2021 are around 10.75%-17.45% and 2.24%-3.00%
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.
(5) Effect of impairment test of goodwill
During the year, the Group assessed the recoverable amount of the asset group or set of asset
groups which including the goodwill and determined that the provision for impairment of the
goodwill of Zhanjiang Port was RMB418,345,307.68.
23. Long-term prepaid expenses
Effect of
1/1/2021 changes in the Increase for the Amortization Reasons for
Item Other changes 31/12/2021
(restated) scope of year in the year other decreases
consolidation
Tonggu channel widening project
491,846,986.99 - - 18,635,856.00 - 473,211,130.99
(note 1)
West public channel widening project,
249,214,515.10 - 9,985,504.85 6,440,250.17 - 252,759,769.78
West port area (note 2)
Relocation project of Nanhai Rescue
39,768,848.30 - - 1,107,368.40 - 38,661,479.90
Bureau
Expenditures for the improvement of
17,479,223.03 - 4,745,234.37 1,437,932.36 - 20,786,525.04
leased fixed assets
Dredging project - - 79,544,232.97 2,952,365.74 - 76,591,867.23
Others 76,690,162.49 - 60,198,056.01 22,904,449.92 - 113,983,768.58
Total 874,999,735.91 - 154,473,028.20 53,478,222.59 - 975,994,541.52
- 100 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
23. Long-term prepaid expenses - continued
Note 1: This represent the Group's actual expenses on the Shenzhen Western Port Area Tonggu
Channel 210-270 Meters Widening Project. According to relevant resolutions of
Shenzhen Municipal Government, the expenses incurred for the 210-240M widening
project are born by the enterprise and government on 60% to 40% principle, and the
expenses incurred for the 240-270M widening project are born by the enterprise and
government on 50% to 50% principle. 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 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 represent the Group's actual expenses on the Shenzhen Western Port Area Public
Channel Widening Project, of which the widening of 240-270 meters in the first section
was completed on 1 June 2019 and the widening of 240-270 meters in the second and
third sections was completed on 5 November 2020. According to relevant resolutions of
Shenzhen Municipal Government, the expenses incurred for the project are born by the
enterprise and government on 50% to 50% principle. 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.
24. Deferred income tax
(1) Deferred tax assets without offsetting
Opening balance
Closing balance
(restated)
Item Deductible Deductible
temporary Deferred tax assets temporary Deferred tax assets
differences differences
Unrealized profit 769,833,723.80 187,934,375.63 782,881,449.78 191,015,511.36
Depreciation of fixed assets 174,310,058.63 38,498,510.97 121,474,197.24 30,363,658.82
Deductible losses 243,923,028.71 77,871,713.03 375,133,696.59 121,834,055.80
Provision for credit loss 134,107,345.89 22,607,019.97 44,693,047.44 11,118,047.81
Accrued and unpaid wages 133,228,573.09 32,069,398.58 85,390,402.74 20,498,335.20
Provisions 23,243,718.18 7,902,864.18 83,415,919.34 22,408,962.33
Deferred income 37,320,614.70 8,908,126.11 40,760,480.40 9,289,713.04
Amortization of computer software 9,375,355.92 2,343,838.98 11,007,022.11 2,751,755.53
Organization costs 5,967,432.36 1,491,858.09 8,436,714.76 2,109,178.68
Provision for impairment losses of assets 3,858,354.37 964,588.59 884,061.15 221,015.29
Others 69,133,036.30 17,553,416.71 36,412,379.66 9,246,842.90
Total 1,604,301,241.95 398,145,710.84 1,590,489,371.21 420,857,076.76
- 101 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Deferred income tax - continued
(2) Deferred tax liabilities without offsetting
Opening balance
Closing balance
(restated)
Item
Taxable temporary Deferred tax Taxable temporary Deferred tax
differences liabilities differences liabilities
Withholding dividend income tax 32,834,363,823.45 2,276,809,099.05 28,188,540,389.01 1,925,457,143.90
Fair value adjustment of assets acquired
7,922,514,263.15 1,794,717,729.81 8,566,522,113.13 1,925,197,755.69
by business combination
Depreciation of fixed assets 855,120,746.48 226,223,855.58 826,231,081.71 217,461,491.73
Changes in fair value of other non-current
478,483,648.29 99,590,902.64 572,236,171.97 120,501,451.06
financial assets
Changes in fair value of investments in
138,988,784.68 34,747,196.17 140,581,630.00 35,145,407.50
other equity instruments
Others (Note) 1,101,926,283.77 118,328,687.36 1,140,966,796.27 123,789,892.85
Total 43,331,397,549.82 4,550,417,470.61 39,435,078,182.09 4,347,553,142.73
Note: This mainly represents the taxable temporary differences arising from the fair value
measurement of equity held by the Company's subsidiaries in Ningbo Zhoushan and the
corresponding deferred tax liabilities.
(3) Deferred tax assets or liabilities that are presented at the net amount after offsetting
Balance of deferred
Balance of deferred
Offset amount of Offset amount of tax assets or
tax assets or
deferred tax assets deferred tax assets liabilities after
Item liabilities after
and liabilities at the and liabilities at the offsetting at the end
offsetting at the end
end of the year end of last year of last year
of this year
(restated)
Deferred tax assets - 398,145,710.84 - 420,857,076.76
Deferred tax liabilities - 4,550,417,470.61 - 4,347,553,142.73
(4) Details of unrecognized deferred tax assets
Opening balance
Item Closing balance
(restated)
Deductible temporary differences 944,129,558.25 428,574,636.02
Deductible losses 2,197,937,158.38 2,536,136,831.19
Total 3,142,066,716.63 2,964,711,467.21
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 is recognized.
- 102 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Deferred income tax - continued
(5) Deductible losses for unrecognized deferred tax assets will be expired in the following
years:
Opening balance
Year Closing balance
(restated)
2021 - 244,394,853.17
2022 418,419,582.20 615,440,669.35
2023 568,545,269.63 753,395,413.47
2024 501,044,247.06 507,211,725.15
2025 385,310,677.29 392,332,675.29
2026 300,322,682.88 1,411,580.00
Deductible losses due after 2027 24,294,699.32 21,949,914.76
Total 2,197,937,158.38 2,536,136,831.19
25. Other non-current assets
Item Closing balance Opening balance
Dachanwan port area Phase II land replacement payment (Note 1) - 916,884,222.49
Advances for the channel project (Note 2) 965,997,076.71 940,472,488.75
Prepayments for land use rights 132,334,704.86 132,334,704.86
Prepayments for fixed assets 66,519,391.16 32,623,333.85
Prepayments for terminal franchise 28,084,523.57 31,113,113.10
Others 38,157,256.39 85,040,820.59
Subtotal 1,231,092,952.69 2,138,468,683.64
Less: Impairment provision - -
Total 1,231,092,952.69 2,138,468,683.64
Note 1: It is the lands located in Shenzhen Qianhaiwan Logistics Park which has been returned to
government in 2019 by the Company's subsidiaries Antongjie Terminal Services
(Shenzhen) Co., Ltd. ("ATJ") and ASJ. Qianhai Administration replaces 55% land and
corresponding shoreline (with a land area of approximately 531,300 square meters)
included in the total areas of T102-0166 and T102-0167 held by ATJ and ASJ to
Dachanwan Port Area Phase II.
In November 2021, ASJ signed a grant contract of land use right with the Planning and
Natural Resources Bureau of Shenzhen Municipality Bao'an Administration (hereinafter
referred to as "Planning and Resources Bureau") for Dachanwan Port Area Phase II,
clarifying that the land area of Dachanwan Port Area Phase II is approximately 523,000
square meters with the period ready to use from 1 January 2015 to 31 December 2064.
From the date of signing the contract, the land shall be deemed to be delivered by the
Planning and Resources Bureau to ASJ. Based on the relevant provisions of the above
contract, ASJ transferred other non-current assets of RMB916,884,222.49 to intangible
assets for accounting treatment in the current period.
- 103 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
25. Other non-current assets - continued
Note 2: 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 included the advances of channel project that should be repaid by Zhanjiang
SASAC in other non-current assets.
26. Short-term borrowings
(1) Classification of short-term borrowings
Item Closing balance Opening balance
Credit loan 12,450,169,472.03 8,976,788,882.26
Guaranteed loan (Note) 1,201,283,333.33 1,506,986,666.67
Total 13,651,452,805.36 10,483,775,548.93
Note: The Company provided guarantee for the loan.
(2) At 31 December 2021, the Group has no short-term borrowings that were overdue.
27. Notes payable
Category Closing balance Opening balance
Bank acceptance - 1,600,100.00
Commercial acceptance 1,895,987.17 5,481,672.32
Total 1,895,987.17 7,081,772.32
28. Accounts payable
Opening balance
Item Closing balance
(restated)
Service fee 279,969,574.04 146,212,519.71
Construction fee 189,852,525.62 117,439,992.70
Material purchase 147,895,793.90 144,294,086.08
Equipment payments 34,478,229.18 20,712,191.08
Rental fee 6,226,422.72 7,494,989.48
Others 185,397,893.05 171,818,920.54
Total 843,820,438.51 607,972,699.59
- 104 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
28. Accounts payable - continued
(1) Details of accounts payable are as follows:
Opening balance
Closing balance
(restated)
Aging
Proportion Proportion
Amount Amount
(%) (%)
Within 1 year(inclusive) 751,095,352.31 89.01 552,340,561.28 90.84
More than 1 year but not exceeding 2 years
58,151,929.86 6.89 23,931,179.43 3.94
(inclusive)
More than 2 years but not exceeding 3 years
8,515,047.38 1.01 4,247,892.21 0.70
(inclusive)
More than 3 years 26,058,108.96 3.09 27,453,066.67 4.52
Total 843,820,438.51 100.00 607,972,699.59 100.00
(2) Significant accounts payable aged more than one year
Reason for outstanding or
Name of entity Closing balance Aging
carry-forward
The government planning
Urban Planning, Land and Resources
More than project has not been completed,
Commission of Shenzhen Municipality 21,642,795.50
3 years and the ownership certificate is
Nanshan Administration
not handled
29. Receipts in advance
Item Closing balance Opening balance
Rental fee received in advance 6,724,007.73 2,715,835.65
Management fee received in advance 2,163,886.70 10,350,161.96
Equity transfer fee received in advance - 20,492,849.00
Ship transfer fee received in advance - 3,450,560.00
Others 425,271.58 2,500,721.29
Total 9,313,166.01 39,510,127.90
(1) Summary of receipts in advance
Closing balance Opening balance
Aging Proportion Proportion
Amount Amount
(%) (%)
Within 1 year(inclusive) 9,283,472.35 99.68 39,324,346.50 99.53
More than 1 year but not exceeding 2 years
13,943.66 0.15 88,614.98 0.22
(inclusive)
More than 2 years but not exceeding 3 years
- - 73,979.82 0.19
(inclusive)
More than 3 years 15,750.00 0.17 23,186.60 0.06
Total 9,313,166.01 100.00 39,510,127.90 100.00
(2) There is no significant receipts in advance aged more than one year at the end of the year.
- 105 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
30. Contract liabilities
(1) Summary of contract liabilities
Opening balance
Item Closing balance
(restated)
Port charges received in advance 122,718,356.71 78,789,466.29
Service fee received in advance 47,772,567.97 49,782,911.22
Warehousing fee received in advance 15,698,102.34 18,460,680.90
Others 10,595,498.24 10,409,051.26
Total 196,784,525.26 157,442,109.67
Less: Contract liabilities recognised in other non-current liabilities - -
Net amount 196,784,525.26 157,442,109.67
(2) There was no significant change in the book value of contract liabilities during the year.
(3) There is no significant contract liabilities aged more than one year at the end of the year.
(4) Qualitative and quantitative analysis of contract liabilities
The contract liability mainly represents the amount received by the Group to provide port services
to customers. The payment is collected according to the contractual payment time. The Group
recognizes contract revenue based on the progress of the contract. The contract liabilities will be
recognized as income 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 RMB110,874,321.28 included in the book value of contract liabilities at the
beginning of 2021 has been recognized as revenue in the current year, including contract
liabilities arising from settled but unfinished construction resulting from the contract of receipt of
port charges in advance amounting to RMB 78,457,768.90, contract liabilities arising from settled
but unfinished construction resulting from the contract of receipt of service fee in advance
amounting to RMB 20,788,635.77, contract liabilities arising from settled but unfinished
construction resulting from warehousing fee received in advance amounting to RMB
10,227,216.33, and contract liabilities arising from settled but unfinished construction resulting
from other contracts amounting to RMB1,400,700.28.
- 106 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
31. Employee benefits payable
(1) Employee benefits payable
Effect of
1/1/2021 changes in the Increase in the Decrease in the
Item 31/12/2021
(restated) scope of current year current year
consolidation
1. Short-term benefits 721,298,746.97 - 3,131,465,175.59 3,043,850,608.07 808,913,314.49
2. Post-employment benefits
6,217,684.84 - 309,865,408.84 309,957,194.10 6,125,899.58
- defined contribution plan
3. Termination benefits - - 13,464,366.62 7,564,366.62 5,900,000.00
4. Other benefits due within a year - - 3,692,457.98 3,692,457.98 -
5. Others -619,306.39 - 6,784,819.68 6,688,311.89 -522,798.60
Total 726,897,125.42 - 3,465,272,228.71 3,371,752,938.66 820,416,415.47
(2) Short-term benefits
Effect of
1/1/2021 changes in the Increase in the Decrease in the
Item 31/12/2021
(restated) scope of current year current year
consolidation
I. Wages and salaries, bonuses,
688,968,854.26 - 2,577,057,681.94 2,482,425,761.16 783,600,775.04
allowances and subsidies
II. Staff welfare - - 146,948,953.57 146,948,953.57 -
III. Social insurance charges 16,094,126.74 - 160,388,934.58 167,424,890.08 9,058,171.24
Including: Medical insurance 14,865,150.41 - 139,326,638.36 146,512,932.69 7,678,856.08
Work injury insurance 6,258.14 - 12,725,217.54 12,684,226.73 47,248.95
Others 1,222,718.19 - 8,337,078.68 8,227,730.66 1,332,066.21
IV. Housing funds -490,321.89 - 183,746,103.16 183,330,528.51 -74,747.24
V. Labor union and employee
16,726,087.86 - 47,745,014.36 48,058,238.80 16,412,863.42
education funds
VI. Other short-term benefits - - 15,578,487.98 15,662,235.95 -83,747.97
Total 721,298,746.97 - 3,131,465,175.59 3,043,850,608.07 808,913,314.49
(3) Defined benefit plans
Effect of
1/1/2021 changes in the Increase in the Decrease in the
Item 31/12/2021
(restated) scope of current year current year
consolidation
I. Basic pension 6,112,958.64 - 233,373,793.05 233,691,260.29 5,795,491.40
II. Unemployment insurance 64,028.24 - 3,921,845.03 3,942,673.03 43,200.24
III. Enterprise annuity 40,697.96 - 72,569,770.76 72,323,260.78 287,207.94
Total 6,217,684.84 - 309,865,408.84 309,957,194.10 6,125,899.58
The Company and its subsidiaries participates in the social security contributions and the
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 a corporate annuity system, and accrues and pays the corporate annuity according to
the corporate annuity system of the Company and its subsidiaries located in Mainland China. In
addition to above contributions, the Group has no further payment obligations. The corresponding
expenses are included in profit and loss or the cost of related assets when incurred.
- 107 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
32. Taxes payable
Opening balance
Item Closing balance
(restated)
Enterprise income tax 2,098,884,089.24 2,320,197,283.53
VAT 19,025,631.30 13,239,447.16
Other taxes 44,809,531.14 36,821,959.30
Total 2,162,719,251.68 2,370,258,689.99
33. Other payables
(1) Summary of other payables
Opening balance
Item Closing balance
(restated)
Dividends payable 48,803,019.31 70,388,849.49
Other payables 2,091,305,321.77 2,410,828,718.91
Total 2,140,108,341.08 2,481,217,568.40
(2) Dividends payable
Opening balance
Item Closing balance
(restated)
Ordinary share dividends 48,803,019.31 70,388,849.49
Including: China Merchants Zhangzhou Development Zone Co.,
20,000,000.00 20,000,000.00
Ltd. (Note)
Dalian Port Container Development Co., Ltd.
18,349,264.69 12,160,517.31
("Dalian Port Container") (Note)
Dalian Port Jifa Logistics Co., Ltd. ("Jifa Logistics"), 4,945,967.80 3,972,477.39
Dalian City Investment Holding Group Co., Ltd. 3,527,787.23 -
Qingdao Qingbao Investment Holding Co., Ltd. 1,979,999.59 -
Sri Lanka Ports Authority - 34,255,854.79
Note: On 31 December 2021, the dividends payable over one year include RMB 20,000,000.00
due to China Merchants Zhangzhou Development Zone Co., Ltd. and RMB 10,000,000.00
due to Dalian Port Container, which are dividends not yet received by the investors.
- 108 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
33. Other payables - continued
(3) Other payables
(a) Disclosure of other payables by nature
Opening balance
Item Closing balance
(restated)
Amount payable for construction and quality warranty 821,093,777.44 1,044,821,435.49
Deposits 446,198,541.16 360,604,022.08
Prepaid expenses 198,863,463.79 229,820,205.45
Customer discount (Note) 102,393,978.35 119,368,121.44
Port construction and security fee 59,026,576.51 55,085,280.96
Balance of land use rights transfer 11,295,700.00 11,295,700.00
Others 452,433,284.52 589,833,953.49
Total 2,091,305,321.77 2,410,828,718.91
Note 1: Refer to Note (VIII) 50 (3) for details.
(b) Significant other payables with aging over 1 year
Company name Amount payable Aging Why\not paid
More than 1 year but not exceeding
Transport Commission of Shenzhen Municipality 53,104,140.85 To be paid upon confirmation by both parties
2 years and more than 3 years
Shanghai Zhenhua Heavy Industries Co., Ltd. 32,612,813.26 More than 3 years To be paid upon confirmation by both parties
Shantou Transportation Bureau 31,358,355.47 More than 3 years To be paid upon confirmation by both parties
More than 1 year but not exceeding The contracted settlement condition has not
China First Metallurgical Group Co., Ltd. 28,760,291.25
2 years and more than 3 years been reached
More than 2 years but not
The contracted settlement condition has not
Guangdong JIAYE Reserve Logistics Co., Ltd. 25,000,000.00 exceeding 3 years and more than 3
been reached
years
Qingdao Maritime Bureau 20,713,982.12 More than 3 years To be paid upon confirmation by both parties
More than 1 year but not exceeding
Zhanjiang Transportation Bureau 15,222,571.10 To be paid upon confirmation by both parties
2 years
More than 1 year but not exceeding
Shenzhen Bulk Cement Office 12,238,226.14 To be paid upon confirmation by both parties
2 years, more than 3 years
More than 2 years but not The contracted settlement condition has not
CCCC-FHDI Engineering Co.,Ltd. 11,644,486.59
exceeding 3 years been reached
More than 1 year but not exceeding
Wuxi Huadong Heavy Machinery Co., Ltd. 10,090,410.68 To be paid upon confirmation by both parties
2 years
The contracted settlement condition has not
China Merchants Real Estate (Shenzhen) Co., Ltd. 10,079,369.00 More than 3 years
been reached
Shantou Finance Bureau 10,000,000.00 More than 3 years To be paid upon confirmation by both parties
Guangdong Hengtai Guotong Industrial Co., Ltd. 10,000,000.00 More than 3 years To be paid upon confirmation by both parties
More than 1 year but not exceeding
2 years, more than 2 years but not
Shenzhen Penglilong Industrial Co., Ltd. 8,156,000.00 To be paid upon confirmation by both parties
exceeding 3 years and more than 3
years
More than 1 year but not exceeding
.Shenzhen Aohua Zhongmao Industry Co., Ltd. 6,157,000.00 To be paid upon confirmation by both parties
2 years and more than 3 years
More than 1 year but not exceeding The contracted settlement condition has not
Harman Technology (Shenzhen) Co., Ltd. 5,917,392.48
2 years and more than 3 years been reached
Total 291,055,038.94
- 109 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
34. Non-current liabilities due within one year
Opening balance
Item Closing balance
(restated)
Long-term loans due within one year(Note VIII 36) 1,187,781,073.61 2,074,906,728.26
Including: Credit loan 399,437,084.19 749,046,479.86
Guaranteed loan 158,812,554.95 739,805,701.02
Mortgage and pledged loan 629,531,434.47 586,054,547.38
Bonds payable due within one year(Note VIII 37) 6,554,177,357.66 1,042,773,072.37
Lease liabilities due within one year(Note VIII 38) 298,117,295.41 322,950,258.37
Long-term payable due within one year(Note VIII 39) 139,696,643.49 3,562,994.44
Long-term employee benefits payable due within one year(Note
64,306,914.00 36,811,951.00
VIII 40)
Other non-current liabilities due within one year(Note VIII 43) 24,130,000.00 83,582,696.63
Total 8,268,209,284.17 3,564,587,701.07
35. Other current liabilities
Item Closing balance Opening balance
Short-term bonds payable 2,002,416,438.36 2,215,478,001.40
Accrued professional agency fee 128,664,439.94 138,158,158.51
Others 27,416,897.55 30,032,826.03
Total 2,158,497,775.85 2,383,668,985.94
- 110 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
35. Other current liabilities - continued
Changes of short-term bonds payable:
Amount issued Interest accrued Amortization of
Term of the Repayment in
Name of bond Face value Date of issue Amount of issue 1/1/2021 in the current based on par premiums or 31/12/2021
bond the current year
year value discounts
1.99% RMB 1 billion Super &
1,000,000,000.00 2020-6-3 270 days 1,000,000,000.00 1,011,418,032.80 - 3,302,515.17 - 1,014,720,547.97 -
Short-term Commercial Paper
2.50% RMB 1.2 billion Super &
1,200,000,000.00 2020-11-12 180 days 1,200,000,000.00 1,204,059,968.60 - 10,734,551.95 - 1,214,794,520.55 -
Short-term Commercial Paper
2.30% RMB 0.8 billion Super &
800,000,000.00 2021-1-21 90 days 800,000,000.00 - 800,000,000.00 4,536,986.30 - 804,536,986.30 -
Short-term Commercial Paper
2.73% RMB 1 billion Super &
1,000,000,000.00 2021-3-19 180 days 1,000,000,000.00 - 1,000,000,000.00 13,463,013.70 - 1,013,463,013.70 -
Short-term Commercial Paper
2.55% RMB 1 billion Super &
1,000,000,000.00 2021-6-4 180 days 1,000,000,000.00 - 1,000,000,000.00 12,575,342.47 - 1,012,575,342.47 -
Short-term Commercial Paper
2.30% RMB 1 billion Super &
1,000,000,000.00 2021-7-19 90 days 1,000,000,000.00 - 1,000,000,000.00 5,671,232.88 - 1,005,671,232.88 -
Short-term Commercial Paper
2.30% RMB 1 billion Super &
1,000,000,000.00 2021-9-26 90 days 1,000,000,000.00 - 1,000,000,000.00 5,671,232.88 - 1,005,671,232.88 -
Short-term Commercial Paper
2.30% RMB 1 billion Super &
1,000,000,000.00 2021-11-1 45 days 1,000,000,000.00 - 1,000,000,000.00 2,835,616.44 - 1,002,835,616.44 -
Short-term Commercial Paper
2.45% RMB 2 billion Super &
2,000,000,000.00 2021-12-13 90 days 2,000,000,000.00 - 2,000,000,000.00 2,416,438.36 - - 2,002,416,438.36
Short-term Commercial Paper
Total 10,000,000,000.00 10,000,000,000.00 2,215,478,001.40 7,800,000,000.00 61,206,930.15 - 8,074,268,493.19 2,002,416,438.36
- 111 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
36. Long-term borrowings
(1) Classification of long-term borrowings
Range of year-end
Item Closing balance Opening balance
interest rate(%)
Credit borrowings 5,366,543,524.76 5,258,127,800.87 1.20%-4.79%
Guaranteed borrowings (Note 1) 1,076,679,935.08 1,629,960,889.64 1.20%-4.75%
Mortgage and pledged borrowings (Note 2) 1,889,397,484.66 2,593,140,731.56 2.51%-5.78%
Total 8,332,620,944.50 9,481,229,422.07 1.20%-5.78%
Less: Long-term borrowings due within one year 1,187,781,073.61 2,074,906,728.26 ——
Including: Credit borrowings 399,437,084.19 749,046,479.86 ——
Guaranteed borrowings 158,812,554.95 739,805,701.02 ——
Mortgage and pledged borrowings 629,531,434.47 586,054,547.38 ——
Long-term borrowings due after one year 7,144,839,870.89 7,406,322,693.81 ——
Note 1: The loan was guaranteed by Magang Godown & Wharf, China Merchants Port
(Shenzhen) Co., Ltd., CMPort and Guangdong Zhanjiang Logistics Co., Ltd.
Note 2: As at 31 December 2021, the Group obtained the long-term loan of
RMB1,889,397,484.66 (31 December 2020: RMB 2,593,140,731.56) with its entire
equity in Colombo International Container Terminals Limited (hereinafter referred to as
"CICT"), and the entire equity in Thesar Maritime Limited, (hereinafter referred to as
"TML"), and the land with property right, fixed assets and construction in progress held
by Guangdong Yide Port Co., Ltd. (hereinafter referred to as "Yide Port"), the land with
property right of Shenzhen Haixing Harbor Development Co., Ltd. (hereinafter referred
to as "Shenzhen Haixing"), as well as the sea area use rights of Dongguan Shenchiwan
Port Affairs Co., Ltd.(hereinafter referred to as "Shenchiwan Port Affairs"), mortgaged
as collaterals.
Details of mortgage and pledged borrowings are as follows:
Company name Closing balance Opening balance Collateral and pledge
China Development Bank Corporation 747,186,761.93 1,027,981,472.96 The Group's entire equity in CICT
International Finance Corporation 230,966,536.60 364,480,624.59
African Development Bank 106,074,913.93 167,372,490.13
Nederlandse Financierings-Maatschappij voor
87,410,830.23 137,905,387.30
Ontwikkelingslanden N.V.
The OpecFund For International Development 74,876,376.58 118,146,703.89 The Group's entire equity in TML
Societe de Promotion et de Participation pour
74,932,105.74 118,218,277.06
la Cooperation Economique S.A.
Deutsche Investitions-und
62,397,008.21 98,452,963.64
Entwicklungsgesellschaft MBH
Bank of China Qianhai Shekou Branch 241,370,822.03 241,370,822.05 Land use rights of Shenzhen Haixing
Land use rights, fixed assets and
China Construction Bank Shunde Branch 264,182,129.41 210,178,757.55
construction in progress of Yide Port
Sea area use rights of Shenchiwan
China Merchants Bank Dongguan Branch - 109,033,232.39
Port Affairs
Total 1,889,397,484.66 2,593,140,731.56
Note: See Note (VIII) 63 for the above mortgages and pledges.
- 112 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Bonds payable
(1) Bonds payable
Item Closing balance Opening balance
4.375%, USD 900 million corporate bond 5,814,296,318.30 5,948,107,858.02
5.000%, USD 600 million corporate bond 3,859,622,116.07 3,950,488,734.13
4.750%, USD 500 million corporate bond 3,236,350,690.37 3,314,305,348.22
5.000%, USD 500 million corporate bond 3,207,848,098.69 3,280,606,167.04
4.890% RMB 2.5 billion corporate bond 2,585,407,534.25 2,585,407,534.25
3.360% RMB 2 billion corporate bond 2,032,587,397.26 2,033,040,000.00
IPCA + 7.8164% BRL300 million
438,789,671.67 620,162,618.74
(2020: BRL428 million) corporate bond
4.980% RMB 400 million corporate bond - 401,200,657.53
3.520% RMB 2 billion corporate bond 2,050,147,945.19 -
Total 23,225,049,771.80 22,133,318,917.93
Less: Bonds payable due within one year 6,554,177,357.66 1,042,773,072.37
Bonds payable due after one year 16,670,872,414.14 21,090,545,845.56
- 113 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Bonds payable - continued
(2) Changes of bonds payable
Amount issued Interest Amortization
Date of Term of Repayment in Effect of changes in
Name of bonds Face value Amount of issue 1/1/2021 in the current accrued based of premiums 31/12/2021
issue the bond the current year foreign exchange
year on par value or discounts
4.375%, USD 900 million corporate bond USD 900,000,000.00 2018-8-6 5 years USD 900,000,000.00 5,948,107,858.02 - 126,386,325.16 10,139,641.03 126,674,159.06 -143,663,346.85 5,814,296,318.30
5.000%, USD 600 million corporate bond USD 600,000,000.00 2018-8-6 10 years USD 600,000,000.00 3,950,488,734.13 - 96,294,343.13 4,715,401.10 96,513,645.00 -95,362,717.29 3,859,622,116.07
4.750%, USD 500 million corporate bond USD 500,000,000.00 2015-8-3 10 years USD 500,000,000.00 3,314,305,348.22 - 153,231,176.19 2,213,804.54 153,231,176.25 -80,168,462.33 3,236,350,690.37
5.000%, USD 500 million corporate bond USD 500,000,000.00 2012-5-4 10 years USD 500,000,000.00 3,280,606,167.04 - 161,295,975.00 6,649,208.29 161,295,975.00 -79,407,276.64 3,207,848,098.69
4.890% RMB 2.5 billion corporate bond RMB 2,500,000,000.00 2017-4-21 5 years RMB 2,500,000,000.00 2,585,407,534.25 - 122,250,000.00 - 122,250,000.00 - 2,585,407,534.25
3.360% RMB2 billion corporate bond RMB 2,000,000,000.00 2020-7-7 3 years RMB 2,000,000,000.00 2,033,040,000.00 - 66,747,397.26 - 67,200,000.00 - 2,032,587,397.26
BRL 299,632,900.00 BRL 299,632,900.00
IPCA + 7.8164% BRL300 million
(2020: BRL 2016-11-7 6 years (2020: BRL 620,162,618.74 - 116,956,935.89 - 234,465,763.73 -63,864,119.23 438,789,671.67
(2020: BRL428 million) corporate bond
428,047,000.00) 428,047,000.00)
4.980% RMB 400 million corporate bond RMB 400,000,000.00 2018-12-10 3 years RMB 400,000,000.00 401,200,657.53 - 18,719,342.47 - 419,920,000.00 - -
3.520% RMB 200 million corporate bond RMB 2,000,000,000.00 2021-4-14 3 years RMB 2,000,000,000.00 - 2,000,000,000.00 50,147,945.19 - - - 2,050,147,945.19
Total 22,133,318,917.93 2,000,000,000.00 912,029,440.29 23,718,054.96 1,381,550,719.04 -462,465,922.34 23,225,049,771.80
Less: Bonds payable due within one year 1,042,773,072.37 6,554,177,357.66
Bonds payable due after one year 21,090,545,845.56 16,670,872,414.14
- 114 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
38. Lease liabilities
(1) Lease liabilities
Opening balance
Category Closing balance
(restated)
Lease payment 2,060,643,997.13 2,452,804,794.89
Unrecognized financing cost -707,331,795.63 -802,003,552.44
Total 1,353,312,201.50 1,650,801,242.45
Less: Lease liabilities due within one year 298,117,295.41 322,950,258.37
Lease liabilities due after one year 1,055,194,906.09 1,327,850,984.08
(2) Maturity of lease liabilities
Item Closing balance
Minimum lease payments under non-cancellable leases:
1st year subsequent to the balance sheet date 363,975,463.99
2nd year subsequent to the balance sheet date 293,893,731.27
3rd year subsequent to the balance sheet date 138,864,681.32
Subsequent periods 1,263,910,120.55
Total 2,060,643,997.13
The Group is not exposed to any significant liquidity risk associated with lease liabilities.
39. Long-term payables
(1) Summary of long-term payables
Item Closing balance Opening balance
Long-term payables 3,540,616,228.99 1,192,028,415.01
Special payables 21,259,780.90 39,996,153.12
Total 3,561,876,009.89 1,232,024,568.13
Less: Long-term payables due within one year 139,696,643.49 3,562,994.44
Long-term payables due after one year 3,422,179,366.40 1,228,461,573.69
(2) Long-term payables
Item Closing balance Opening balance
Terminal management rights (Note 1) 3,125,647,576.58 749,658,074.16
Payable to Minority shareholder of subsidiary (Note 2) 411,858,969.58 437,238,325.33
Others 3,109,682.83 5,132,015.52
Total 3,540,616,228.99 1,192,028,415.01
Less: Long-term payables due within one year 139,696,643.49 3,562,994.44
Long-term payables due after one year 3,400,919,585.50 1,188,465,420.57
- 115 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Long-term payables - continued
(2) Long-term payables - continued
Note 1: As at 12 August 2011, the Group reached a 35-year building, operation and transfer agreement
through the subsidiary CICT and the Sri Lanka Port Authority on the building, operation,
management and development of the Colombo Port South Container Terminal (hereinafter
referred to as for "BOT"). The above-mentioned terminal operating rights purchase amount is
determined by discounting the amount to be paid in the future using the prevailing market
interest rate according to the BOT agreement. As of December 31, 2021, the amount
payable for the purchase of terminal operation rights is RMB 795,271,962.21.
TCP, a subsidiary of the Company entered into a franchise agreement on the Port of
Paranaguáwith the Administration of the Ports of Paranaguá and Antonina-
APPA(hereinafter referred to the "APPA"). The agreement provides for an initial term of
25 years for the concessions. In April 2016, TCP and APPA entered into the 10th
Supplemental Agreement, which extends the period 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 concessions of the Ports of
Paranaguá and Antonina. Pursuant to which, the base figure for the calculation of
royalties for the Ports of Paranaguáand Antonina was adjusted from the Brazil IGP-M
Inflation Index("IGP-M index") to the Extended National Consumer Price Index("IPCA
index") of the Brazilian Institute of Geography and Statistics("IBGE"). In November
2021, TCP will readjust the royalties using the IPCA index. As of December 31, 2021,
the amount of royalty payable was RMB 2,330,375,614.37.
Note 2: It is an unsecured loan from minority shareholder of TML, a subsidiary of the Company,
with an annual interest rate of 4.65%.
(3) Special payables
Effect of
Increase in the changes in the Decrease in the
Item 1/1/2021 31/12/2021 Reason
current year scope of current year
consolidation
Refunds of port
34,271,558.30 - - 21,596,055.78 12,675,502.52 Note 1
construction fee
Employee housing fund 3,852,825.60 833,853.37 - - 4,686,678.97 Note 2
Innovation workshop
1,871,769.22 2,075,000.00 - 49,169.81 3,897,599.41
for model workers
Total 39,996,153.12 2,908,853.37 - 21,645,225.59 21,259,780.90
- 116 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Long-term payables - continued
(3) Special payables - continued
Note 1: This represents the refund of the construction fee received by the Group from the
Ministry of Transport, Shenzhen Municipal Transportation Bureau. According to the
"Port Construction Fee Management Measures" promulgated by the Ministry of Finance,
this payment is dedicated to the construction of water transport infrastructure and
terminal construction.
Note 2: This represent the repairing fund for public areas and public facilities and equipment
established after the Group's selling 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.
40. Long-term employee benefits payable
(1) Long-term employee benefits payable
Item Closing balance Opening balance
Post-employment benefits - net liabilities of defined benefits plan 463,858,274.44 429,830,989.42
Termination benefits 71,467,335.47 40,939,305.56
Others (Note) 117,662,796.72 73,756,355.48
Total 652,988,406.63 544,526,650.46
Less: Long-term employee benefits payable due within one year 64,306,914.00 36,811,951.00
Long-term employee benefits payable due after one year 588,681,492.63 507,714,699.46
Note: It's the employee setting cost of the Company's subsidiary Shantou Port in connection with
land acquisition and reservation.
(2) Changes of defined benefits plan
Present value of defined benefits plan obligation:
Item 2021 2020
I. Opening balance 429,830,989.42 454,383,940.25
II. Defined benefits cost included in profit or loss for the period 26,633,751.24 35,512,520.40
1. Current service cost 11,482,700.68 19,803,282.73
2. Past service cost - -
3. Interest adjustment 15,151,050.56 15,709,237.67
III. Defined benefits cost included in other comprehensive income 31,841,388.55 -35,245,220.38
1. Actuarial gains 32,665,927.62 -35,016,155.14
2. Effect of exchange rate changes -824,539.07 -229,065.24
IV. Other changes -24,447,854.77 -24,820,250.85
1. Benefits paid -24,447,854.77 -24,820,250.85
2. Changes in the scope of consolidation - -
V. Closing balance 463,858,274.44 429,830,989.42
- 117 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
40. Long-term employee benefits payable - continued
(2) Changes of defined benefits plan - continued
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 its above-mentioned
retirement benefit plan obligations in an actuarial manner based on the expected cumulative
welfare unit method. The Group recognizes the Group's 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.
41. Provisions
Effect of
Opening Increase for Decrease for changes in Closing
Item Reason
balance the year the year foreign balance
exchange
Estimated expenses on land
acquisition and reservation 66,138,336.08 - 66,138,336.08 - -
for Shangtou Port
Pending litigation 17,277,583.26 7,900,029.99 - -1,933,895.07 23,243,718.18 Note
Sales discount 16,990,826.32 209,482,403.12 226,473,229.44 - -
Other - 1,003,584.24 - - 1,003,584.24
Total 100,406,745.66 218,386,017.35 292,611,565.52 -1,933,895.07 24,247,302.42
Note: This represents the estimated compensation amount that the Company's subsidiary TCP
may need to pay due to the pending litigation.
42. Deferred income
1/1/2021 Increase in the Decrease in the
Item 31/12/2021
(restated) current year current year
Government grants 1,112,272,684.13 7,403,600.00 44,110,161.98 1,075,566,122.15
Unrealized sale-and-
908,139.86 - 516,377.10 391,762.76
leaseback income
Total 1,113,180,823.99 7,403,600.00 44,626,539.08 1,075,957,884.91
- 118 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
42. Deferred income - continued
Items involving government grants are as follows:
1/1/2021 Recognized in Related to assets
Liabilities New subsidies 31/12/2021
(restated) other income /related to income
Refund from marine reclamation land 355,820,652.47 - 19,349,167.92 336,471,484.55 Related to assets
Tonggu channel widening project(Note) 269,372,073.24 - 7,057,783.56 262,314,289.68 Related to assets
Special subsidies for facilities and equipment 240,227,572.98 - 6,887,816.80 233,339,756.18 Related to assets
Western port area western public channel
214,101,151.86 - 5,439,716.28 208,661,435.58 Related to assets
widening project (Note)
Government subsidies for intelligent system 14,803,742.19 1,604,600.00 2,936,668.73 13,471,673.46 Related to assets
Refund of land transfer charges 6,568,666.65 - 267,200.04 6,301,466.61 Related to assets
Green low carbon port project 561,560.02 - 421,170.00 140,390.02 Related to assets
Others 10,817,264.72 5,799,000.00 1,750,638.65 14,865,626.07 Related to assets
Total 1,112,272,684.13 7,403,600.00 44,110,161.98 1,075,566,122.15
Note: Refer to Note (VIII) 23 for details.
43. Other non-current liabilities
Item Closing balance Opening balance
Actuarial cost for the calculation of pension benefits difference
176,939,999.96 162,810,000.00
for the public security bureau staff (Note 1)
Berth priority call right (Note 2) 9,595,454.89 14,597,949.13
TCP operating right liabilities(Note 3) - 2,888,395,641.53
Others 660,123.68
Total 187,195,578.53 3,065,803,590.66
Less: Other non-current liabilities due within one year 24,130,000. 00 83,582,696.63
Including: TCP operating right liabilities - 67,272,696.63
Actuarial cost for the calculation of pension benefits
24,130,000.00 16,310,000.00
difference for the public security bureau staff (Note 2)
Other non-current liabilities due after one year 163,065,578.53 2,982,220,894.03
Note 1: Refer to Note (VIII) 49 for details.
Note 2: This represents the berth priority call right as agreed in the contract entered into with the
clients 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. The Group
amortized the berth priority right within 20 years using straight-line method. In 2021, the
amount included in operating income is RMB 5,002,494.24.
Note 3: Refer to Note (VIII) 39 for details.
- 119 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
44. Share capital
Changes for the year
New issue Capitalization
Item Opening balance Bonus Closing balance
of share of surplus Others Sub-total
issue
(note) reserve
2021
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person shares - - - - - - -
3. Other domestic shares 9,496.00 - - - 325.00 325.00 9,821.00
4. Foreign shares 1,148,648,648.00 - - - - - 1,148,648,648.00
Total restricted tradable shares 1,148,658,144.00 - - - 325.00 325.00 1,148,658,469.00
II. Non-restricted tradable shares
1. Ordinary shares denominated in RMB 593,820,070.00 - - - - - 593,820,070.00
2. Foreign capital shares listed
179,886,910.00 - - - -325.00 -325.00 179,886,585.00
domestically
3. Foreign capital shares listed overseas - - - - - - -
4. Others - - - - - - -
Total non-restricted tradable shares 773,706,980.00 - - - -325.00 -325.00 773,706,655.00
III. Total shares 1,922,365,124.00 - - - - - 1,922,365,124.00
Changes for the year
New issue Capitalization
Item Opening balance Bonus Closing balance
of share of surplus Others Sub-total
issue
(note) reserve
2020
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person shares 128,952,746.00 - - - -128,952,746.00 -128,952,746.00 -
3. Other domestic shares 169,602.00 - - - -160,106.00 -160,106.00 9,496.00
4. Foreign shares 1,148,648,648.00 - - - - - 1,148,648,648.00
Total restricted tradable shares 1,277,770,996.00 - - - -129,112,852.00 -129,112,852.00 1,148,658,144.00
II. Non-restricted tradable shares
1. Ordinary shares denominated in RMB 464,858,324.00 - - - 128,961,746.00 128,961,746.00 593,820,070.00
2. Foreign capital shares listed
179,735,804.00 - - - 151,106.00 151,106.00 179,886,910.00
domestically
3. Foreign capital shares listed overseas - - - - - - -
4. Others - - - - - - -
Total non-restricted tradable shares 644,594,128.00 - - - 129,112,852.00 129,112,852.00 773,706,980.00
III. Total shares 1,922,365,124.00 - - - - - 1,922,365,124.00
- 120 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
45. Capital Reserve
Opening
Item Increase Decrease Closing balance
balance(restated)
2021
Capital premium 22,730,949,021.44 501,665,416.93 42,691,628.75 23,189,922,809.62
Including: Capital contributed by investors 7,012,992,483.94 - - 7,012,992,483.94
Differences arising from business combination
13,345,628,834.48 - 42,691,628.75 13,302,937,205.73
involving enterprises under common control
Differences arising from acquisition of minority
714,658,981.71 500,550,958.03 - 1,215,209,939.74
interests (Note 1)
Others 1,657,668,721.31 1,114,458.90 - 1,658,783,180.21
Other capital Reserve 108,649,303.12 353,196,864.64 59,066,218.68 402,779,949.08
Including: Transfer from capital reserve under the previous
-2,781,133.00 - - -2,781,133.00
accounting system
Unexercised share-based payment(Note 2) 10,096,607.62 11,870,209.58 12,009,878.60 9,956,938.60
Other changes of owners' equity of the investee
under equity method other than changes in net
101,333,828.50 341,326,655.06 47,056,340.08 395,604,143.48
profit or loss, profit distribution and other
comprehensive income(Note 3)
Total 22,839,598,324.56 854,862,281.57 101,757,847.43 23,592,702,758.70
2020(restated)
Capital premium 22,218,126,884.40 731,489,964.17 218,667,827.13 22,730,949,021.44
Including: Capital contributed by investors 7,012,992,483.94 - - 7,012,992,483.94
Differences arising from business combination
13,345,628,834.48 - - 13,345,628,834.48
involving enterprises under common control
Differences arising from acquisition of minority
419,130,116.03 514,196,692.81 218,667,827.13 714,658,981.71
interests
Others 1,440,375,449.95 217,293,271.36 - 1,657,668,721.31
Other capital Reserve 112,887,572.02 10,096,607.62 14,334,876.52 108,649,303.12
Including: Transfer from capital reserve under the
-2,781,133.00 - - -2,781,133.00
previous accounting system
Unexercised share-based payment - 10,096,607.62 - 10,096,607.62
Other changes of owners' equity of the investee
under equity method other than changes in net
115,668,705.02 - 14,334,876.52 101,333,828.50
profit or loss, profit distribution and other
comprehensive income
Total 22,331,014,456.42 741,586,571.79 233,002,703.65 22,839,598,324.56
Note 1: The Company chose to acquire the dividends attributable to CMPort in lieu of shares,
which increased the capital reserve by RMB 438,184,583.31 in the current year. Refer to
Note (X) 2 for details.
Note 2: Refer to Note (XIV) 2 for details.
Note 3: The changes for the year mainly represent the effect of passive dilution of the Group's
shareholding ratio in Liaoning Port, resulting in increase of RMB 170,052,644.70 in
capital reserve; and the effect of passive dilution of the Group's shareholding ratio in
SIPG, resulting in decrease of RMB 47,056,340.08 in capital reserve.
- 121 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
46. Other comprehensive income
2021
Less: Amount
included in other
comprehensive Post-tax income Post-tax income
Less: Other
Item Opening balance Pre-tax amount income in the Less: Income tax attributable to attributable to Closing balance
changes
for the year prior periods expense the parent minority
transferred to company owner shareholders
profit or loss in
this period
2021
I. Other comprehensive income that will not be reclassified subsequently
81,416,891.26 -11,657,252.55 - -398,211.33 -316,112.17 -10,942,929.05 -133,217.17 81,233,996.26
to profit or loss
Including: Changes arising from remeasurement of defined benefits plan 11,318,269.18 -32,665,927.62 - - -8,714,853.33 -23,951,074.29 - 2,603,415.85
Other comprehensive income that can't be transferred to
-6,986,086.44 22,223,934.38 - - 9,495,957.95 12,727,976.43 -133,217.17 2,643,088.68
profit or loss under equity method
Changes in fair value of other equity instruments 77,084,708.52 -1,215,259.31 - -398,211.33 -1,097,216.79 280,168.81 - 75,987,491.73
II. Other comprehensive income that will be reclassified subsequently to
-908,114,194.32 -700,532,642.69 - - -60,790,651.33 -639,741,991.36 2,454,468.79 -971,359,314.44
profit or loss
Including: Other comprehensive income that may be transferred to profit
31,725,280.52 42,635,389.45 - - 20,160,707.37 22,474,682.08 2,454,468.79 49,431,519.10
or loss under equity method
Translation differences of financial statements denominated
-939,839,474.84 -743,168,032.14 - - -80,951,358.70 -662,216,673.44 - -1,020,790,833.54
in foreign currencies
Total other comprehensive income -826,697,303.06 -712,189,895.24 - -398,211.33 -61,106,763.50 -650,684,920.41 2,321,251.62 -890,125,318.18
- 122 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
46. Other comprehensive income - continued
2020
Less: Amount Less: Other
included in other comprehens
comprehensive Post-tax income Post-tax income ive income
Item Opening balance Pre-tax amount income in the Less: Income tax attributable to attributable to carried Closing balance
for the year prior periods expense the parent minority forward to
transferred to company owner shareholders retained
profit or loss in earnings
this period
2020(restated)
I. Other comprehensive income that will not be reclassified subsequently
82,969,758.27 6,911,190.88 - -33,528.75 -1,552,867.01 8,497,586.64 - 81,416,891.26
to profit or loss
Including: Changes arising from remeasurement of defined benefits plan 1,069,722.83 35,016,155.14 - - 10,248,546.35 24,767,608.79 - 11,318,269.18
Other comprehensive income that can't be transferred to profit
4,830,921.62 -28,307,578.26 - - -11,817,008.06 -16,490,570.20 - -6,986,086.44
or loss under equity method
Changes in fair value of other equity instruments 77,069,113.82 202,614.00 - -33,528.75 15,594.70 220,548.05 - 77,084,708.52
II. Other comprehensive income that will be reclassified subsequently to
-438,914,324.18 -1,856,601,660.49 - - -469,199,870.14 -1,387,401,790.35 - -908,114,194.32
profit or loss
Including: Other comprehensive income that may be transferred to profit
-58,950,164.54 217,642,457.56 - - 90,675,445.06 126,967,012.50 - 31,725,280.52
or loss under equity method
Translation differences of financial statements denominated
-379,964,159.64 -2,074,244,118.05 - - -559,875,315.20 -1,514,368,802.85 - -939,839,474.84
in foreign currencies
Total other comprehensive income -355,944,565.91 -1,849,690,469.61 - -33,528.75 -470,752,737.15 -1,378,904,203.71 - -826,697,303.06
- 123 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
47. Special reserve
Item Opening balance Increase Decrease Closing balance
Production safety reserve 10,201,178.30 48,296,277.57 49,313,026.75 9,184,429.12
48. Surplus reserve
Item Opening balance Increase Decrease Closing balance
Statutory surplus reserve 890,690,322.28 70,492,239.72 - 961,182,562.00
49. Unappropriated profit
Proportion of
Item Amount appropriation or
allocation
2021
Unappropriated profit at the beginning of the year before adjustment 12,316,177,395.17
Add: Adjustment to unappropriated profit at beginning of the period 12,942,703.53
Including: Effect of business combinations involving enterprises
12,942,703.53
under common control
Unappropriated profit at the beginning of the year
12,329,120,098.70
after adjustment(restated)
Add: Net profit of the year attributable to shareholders of the parent 2,685,829,204.07
Less: Appropriation to statutory surplus reserve 70,492,239.72
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 730,498,747.12 Note 1
Ordinary shares' dividends converted into share capital -
Pension Benefits 3,525,104.12 Note 2
Others 4,554,105.32
Unappropriated profit at the end of the year 14,205,879,106.49
Proportion of
Item Amount appropriation or
allocation
2020
Unappropriated profit at the end of last year before adjustment 11,467,166,351.85
Add: Adjustment to unappropriated profit at beginning of the period 4,421,264.15
Including: Effect of business combinations involving enterprises
4,421,264.15
under common control
Unappropriated profit at the beginning of the year
11,471,587,616.00
after adjustment(restated)
Add: Net profit of the year attributable to shareholders of the parent 2,073,844,409.04
Less: Appropriation to statutory surplus reserve 260,345,014.85
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 884,287,957.04
Ordinary shares' dividends converted into share capital -
Pension Benefits 73,228,871.09
Others -1,549,916.64
Unappropriated profit at the end of the year 12,329,120,098.70
- 124 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
49. Unappropriated profit - continued
Note 1: According to the resolution of shareholders meeting on 28 May 2021, the Company
distributes cash dividends of RMB3.80 (inclusive of tax) for every 10 shares, totalling to
RMB 730,498,747.12 on the basis of the total shares of 1,922,365,124 shares at the end
of 2020.
Note 2: In accordance with the Notice on Issuing the Plan for Deeping Administration System
Reform of Port & Channel Public Security Authorities (No.327 [2017], State
Commission Office of Public Sectors Reform) and the Notice on Issuing the
Implementation Plan for Deeping Administration System Reform of Port & Channel
Public Security Authorities (No.221 [2018], Guangdong Commission Office of Public
Sectors Reform), in 2020, Zhanjiang Port, a subsidiary of the Company, transferred the
Zhanjiang Port Public Security Bureau to Zhanjiang Municipal Government. The police
in-service were transitioned to civil servants in accordance with national regulations, the
retired police were included in the jurisdiction of the pension insurance of state organs
and public institutions, and the difference between the original standard of pension
benefits and the retirement benefits of the Zhanjiang municipal police (hereinafter
referred to as the "pension benefits difference") shall be borne by Zhanjiang Port.
Zhanjiang Port engaged Towers Watson Consulting (Shenzhen) Co., Ltd. to estimate the
present value of pension benefits difference in actuarial terms. Zhanjiang Port recognized
the liabilities based on the actuarial results, and the relevant actuarial losses resulted in a
total elimination of RMB 8,330,000.00 from the unappropriated profit of Zhanjiang Port
for the year, and a corresponding elimination of RMB 3,525,104.12 from the
unappropriated profit of the Company in proportion to the Company's equity interest in
Zhanjiang Port.
Note 3: Profit distribution after the balance sheet date
According to the profit distribution plan for 2021, approved by the 10th board of directors
at the 5th meeting on 29 March 2022, the Company, based on the total shares of
1,922,365,124 at 31 December 2021, distributes cash dividends at RMB 4.30 for every
shares, totalling to RMB 826,617,003.32. The above profit distribution plan has yet been
approved by shareholders meeting.
- 125 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
50. Operating income and operating costs
(1) Operating income and operating costs
Amount incurred in the prior period
Amount incurred in the current period
Item (restated)
Income Cost Income Cost
Principal operation 15,099,983,817.24 8,827,960,579.72 12,603,330,266.34 7,740,669,515.46
Other operations 183,824,357.36 218,875,602.77 153,414,051.57 221,269,319.94
Total 15,283,808,174.60 9,046,836,182.49 12,756,744,317.91 7,961,938,835.40
(2) Revenue from contracts
Bonded logistics
Categories of contracts Ports operation Other operations Total
operation
Mainland China, Hong Kong
10,940,195,610.05 426,543,277.22 183,824,357.36 11,550,563,244.63
and Taiwan area
- Pearl River Delta 6,169,011,494.33 293,602,126.57 183,824,357.36 6,646,437,978.26
- Yangtze River Delta 955,807,808.06 - - 955,807,808.06
- Bohai Rim 69,178,976.05 132,941,150.65 - 202,120,126.70
- Other areas 3,746,197,331.61 - - 3,746,197,331.61
Other countries 3,695,214,463.69 38,030,466.28 - 3,733,244,929.97
Total 14,635,410,073.74 464,573,743.50 183,824,357.36 15,283,808,174.60
(3) Description of performance obligations
The Group provides wharf service, bonded logistics service and other services. These services are
obligations performed over a period of time. For wharf 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 obtains and
consumes 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.
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 quantity finally realized within the contract period is
uncertain, the contract consideration is subject to variable factors. The management included this
part of discount in other payables and provisions. The variable considerations arising from sales
discount are not included in the transaction. At the end of the year, the variable considerations
arising from sales discount are set out in Note (VIII) 33 (3) and Note (VIII) 41.
- 126 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
51. Taxes and surcharges
Amount incurred in
Amount incurred in
Item the prior period
the current period
(restated)
Property tax 70,389,135.52 57,045,127.75
Land use tax 34,202,909.60 33,997,224.70
City construction and maintenance tax 9,898,436.53 7,349,880.46
Education surcharges and local education surcharges 7,369,925.21 5,477,134.10
Stamp duty 3,995,999.87 7,593,765.29
Others (note) 66,117,837.58 40,466,869.88
Total 191,974,244.31 151,930,002.18
Note: Others mainly represent (1) Program of Social Integration and Contribution for the
Financing of Social Security (social contribution tax on enterprise income) and Tax on
Services (tax based on services rendered) borne by TCP, a subsidiary of the Company,
totalled BRL49,540,163.48 (equivalent to RMB59,226,541.93) for the year.
52. Administrative expenses
Amount incurred in
Amount incurred in
Item the prior period
the current period
(restated)
Employee's salary 1,254,118,714.39 1,106,679,090.17
Depreciation expenses 71,427,267.44 83,244,180.56
Fees paid to agencies 67,169,001.82 73,421,741.00
Amortization of intangible assets 62,610,371.46 63,971,960.67
Others 273,835,203.39 278,338,492.85
Total 1,729,160,558.50 1,605,655,465.25
53. Financial expenses
Amount incurred in
Amount incurred in
Item the prior period
the current period
(restated)
Interest expense 1,885,088,577.54 1,915,963,616.06
Less: Capitalized interest expenses 55,177,640.96 65,255,075.44
Less: Interest income 377,563,874.49 326,239,184.34
Interest expenses of lease liabilities 79,937,678.42 99,204,381.59
Handling fee 14,643,061.91 19,315,161.95
Exchange differences -8,805,663.12 -415,864,228.16
Others 7,216,457.99 4,805,832.04
Total 1,545,338,597.29 1,231,930,503.70
- 127 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
54. Other income
Amount incurred in Amount incurred in
Item
the current period the prior period
Business development subsidy 250,536,747.94 16,666,657.00
Transferred from allocation of deferred income (Note VIII 42) 44,110,161.98 39,538,414.33
Additional deduction of VAT 24,740,974.05 18,095,829.09
Steady post subsidies 15,167,723.22 4,590,624.84
Special fund for operation 9,947,660.80 4,530,545.00
Cross-border trading e-commerce award 3,940,000.00 -
Innovation special fund 3,601,300.00 13,359,768.44
Refund of withholding taxes 2,351,124.35 2,655,040.88
Special fund for promoting high-quality development
2,000,000.00 -
of economy
Value-added tax levied and immediately returned
1,856,439.18 1,438,961.78
for software products
Anti-epidemic and epidemic prevention subsidy 394,443.34 6,670,018.69
Refund of unemployment insurance premium 84,591.31 13,701,836.63
Special fund for house renting - 73,356,900.00
Environmental subsidy - 5,799,000.00
Facility construction fund - 1,544,768.00
Others 4,513,994.91 5,778,463.02
Total 363,245,161.08 207,726,827.70
55. Investment income
(1) Details of investment income:
Amount incurred in
Amount incurred in
Item the prior period
the current period
(restated)
Long-term equity investments income under equity method 6,290,957,480.59 3,992,772,117.69
Including: Long-term equity investments income of associates
6,048,315,587.10 3,632,771,022.08
under equity model
Including: Long-term equity investments income of joint venture
242,641,893.49 360,001,095.61
under equity model
Investment income from disposal of long-term equity
225,846,183.50 -
investments (Note)
Gains from remeasurement of previously held equity
- 753,988,749.80
at fair value upon obtaining the control
Investment income from held-for-trading financial assets 72,438,700.63 10,181,238.09
Investment income from other non-current financial assets 40,297,383.53 83,138,043.43
Investment income on disposal of other non-current
- 1,850,600.00
financial assets
Dividend income from other equity instruments investments 7,409,762.66 8,568,250.21
Interest income from debt investments - 59,331,593.61
Total 6,636,949,510.91 4,909,830,592.83
- 128 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
55. Investment income - continued
(1) Details of investment income: - continued
Note: In December 2021, Zhanjiang Port, a subsidiary of the Company, transferred its 49%
equity interest in Merchants Port City to Broadford (Shenzhen) Port Development Co.,
Ltd. for a transaction consideration of RMB 384,000,000.00 and recognized the
investment income from the disposal of long-term equity investment of RMB
225,832,476.54.
The Group's remittance of investment income is not subject to significant restriction.
(2) Details of long-term equity investments income under equity method
Amount incurred Amount incurred
Investee in the current in the prior Reason for changes
period period (restated)
SIPG 4,190,349,799.99 2,234,593,249.98 Changes in net profit of investee
Nanshan Group 685,312,588.00 424,745,838.41 Changes in net profit of investee
Terminal Link SAS 476,262,839.86 312,427,210.29 Changes in net profit of investee
Liaoning Port Co., Ltd. 177,413,349.12 169,692,898.03 Changes in net profit of investee
Ningbo Zhoushan 229,363,153.19 - Changes in net profit of investee
Shenzhen China Merchants Qianhai
130,229,025.57 335,639,784.43 Changes in net profit of investee
Industrial Development Co., Ltd.
Qingdao Qianwan United Container
83,154,378.77 102,594,175.95 Changes in net profit of investee
Terminal Co., Ltd.
Euro-Asia Oceangate, S.a` r.l. 57,559,118.21 71,938,690.26 Changes in net profit of investee
Port of Newcastle 12,868,828.80 -7,767,864.73 Changes in net profit of investee
Yantai Port Group Laizhou Port Co., Ltd 33,327,096.27 24,750,032.44 Changes in net profit of investee
China Merchants Northeast Asia
8,262,246.98 7,786,285.71 Changes in net profit of investee
development and Investment Co., Ltd
Others 206,855,055.83 316,371,816.92 Changes in net profit of investee
Total 6,290,957,480.59 3,992,772,117.69
56. Gains (losses) on changes in fair value
Amount incurred Amount incurred
Item in the current in the prior
period period
Held-for-trading financial assets 11,666,053.97 -226,508.15
Other non-current financial assets -96,596,314.84 269,099,721.85
Including: Financial assets at fair value through profit or loss -96,596,314.84 269,099,721.85
Other non-current liabilities 306,172,536.04 -680,381,987.28
Including: Financial liabilities at fair value through profit or loss 306,172,536.04 -680,381,987.28
Total 221,242,275.17 -411,508,773.58
- 129 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
57. Gains (losses) on impairment of credit
Amount incurred Amount incurred
Item in the current in the prior
period period (restated)
I. Gains on impairment of credit of accounts receivable
-13,674,941.27 20,725,595.61
(loss is marked with "-")
II. Gains on impairment of credit of other receivables
-239,661,663.35 -475,976,923.35
(loss is marked with "-")
III. Gains on impairment of credit of long-term receivables
382,987.12 -2,049,967.61
(loss is marked with "-")
Total -252,953,617.50 -457,301,295.35
58. Gains (losses) from impairment of assets
Amount incurred Amount incurred
Item in the current in the prior
period period
Gains from decline in value of inventories - 947,694.12
Impairment provision for long-term equity investments -2,147,208.07 -
Losses on goodwill impairments -418,345,307.68 -552,317,736.65
Total -420,492,515.75 -551,370,042.53
59. Gains (losses) on disposal of assets
Amount included in
Amount incurred Amount incurred
non-recurring profit
Item in the current in the prior
or loss for the current
period period
year
Gains on disposal of non-current assets 35,576,459.42 1,489,206,502.32 35,576,459.42
Including: Gains on disposal of fixed assets
9,374,568.54 -50,184,379.22 9,374,568.54
(loss is marked with "-")
Gains on disposal of intangible assets 30,064,375.22 1,480,715,445.14 30,064,375.22
Gains on disposal of construction in progress - 59,164,336.00 -
Others -3,862,484.34 -488,899.60 -3,862,484.34
- 130 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
60. Non-operating income
Amount included in
Amount incurred Amount incurred
non-recurring profit
Item in the current in the prior
or loss for the current
period period
year
Profit form tax saving 12,743,050.88 779,998.17 12,743,050.88
Management service fee and
7,912,260.93 2,734,335.68 7,912,260.93
directors' remuneration
Land rent deduction 6,952,470.22 5,554,357.90 6,952,470.22
Gains from the retirement
3,613,726.26 3,272,216.69 3,613,726.26
of damaged non-current assets
Including: Gains from retirement
3,613,726.26 3,272,216.69 3,613,726.26
of damaged fixed assets
Compensation received for contracts violation 3,519,366.77 3,074,739.23 3,519,366.77
Exempted account currents 1,446,930.55 2,603,213.36 1,446,930.55
Insurance claims 886,184.77 3,548,709.63 886,184.77
Government grants 875,528.75 53,884,602.38 875,528.75
Others 5,518,018.37 6,263,239.64 5,518,018.37
Total 43,467,537.50 81,715,412.68 43,467,537.50
61. Non-operating expenses
Amount included in
Amount incurred Amount incurred
non-recurring profit
Item in the current in the prior
or loss for the current
period period
period
Loss on retirement of non-current assets 31,484,815.39 11,905,789.11 31,484,815.39
Including: Loss on retirement
31,294,087.61 11,905,789.11 31,294,087.61
of damaged fixed assets
Litigation loss 11,267,275.13 7,992,269.39 11,267,275.13
Donations 11,156,992.01 29,768,154.87 11,156,992.01
Compensation, liquidated damages
9,220,103.11 9,131,029.28 9,220,103.11
and penalties
Stability maintenance housing subsidy - 13,500,000.00 -
Others 32,399,507.47 6,706,498.12 32,399,507.47
Total 95,528,693.11 79,003,740.77 95,528,693.11
62. Income tax expenses
Amount incurred Amount incurred
Item in the current in the prior
period period (restated)
Current income tax expenses 1,162,076,514.07 1,305,083,876.52
Deferred income tax expenses 267,016,570.24 -28,062,031.90
Total 1,429,093,084.31 1,277,021,844.62
- 131 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
62. Income tax expenses - continued
Reconciliation of income tax expenses to the accounting profit is as follows:
Amount incurred
Item in the current
period
Gross profit 9,084,099,074.06
Income tax expenses calculated at 25% 2,271,024,768.52
Effect of non-deductible cost, expenses and losses 387,137,443.85
Accrued income tax expenses 691,032,360.67
Effect of deductible temporary differences and deductible losses
74,682,468.49
for which the deferred tax assets are not recognized in current period
Effect of tax-free income (Note) -1,082,059,417.15
Effect of tax incentives and changes of tax rate -459,127,249.98
Effect of different tax rates of subsidiaries operating in other jurisdictions -300,563,430.43
Effect of utilizing deductible losses for which the deferred tax assets
-129,618,579.95
were not recognized in prior period
Effect of adjustments to prior-year income tax -26,377,469.21
Others 2,962,189.50
Income tax expenses 1,429,093,084.31
Note: This mainly represents the tax effect on investment income from joint venture and
associates.
63. Assets with restricted ownership or use right
Item Closing balance Opening balance
Cash and bank balances (Note 1) 12,830,212.33 11,528,570.90
Equity investment in CICT (Note 2) 2,026,382,103.10 1,626,554,439.58
Equity investment in TML (Note 2) 411,893,452.06 859,148,327.98
Fixed assets (Note 3) 278,015,952.68 341,931,071.09
Intangible assets (Note 3) 212,232,642.30 218,825,477.36
Construction in progress (Note 3) 12,388,924.87 43,751,101.60
Total 2,953,743,287.34 3,101,738,988.51
Note 1: Details of restricted cash and bank balances are set out in Note (VIII) 1.
Note 2: Details of mortgaged equity and interests are set out in Note (VIII) 36.
Note 3: Details of mortgage borrowings are set out in Note (VIII) 36.
64. Other comprehensive income
Details are set out in Note (VIII) 46.
- 132 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
65. Items in cash flow statement
(1) Other cash receipts relating to operating activities:
Amount incurred Amount incurred
Item in the current in the prior
period period (restated)
Government grants 300,310,363.33 204,171,774.90
Interest income 133,986,424.52 197,914,789.22
Guarantees and deposits 38,247,722.18 72,204,983.41
Insurance indemnities 7,390,248.30 11,043,593.46
Rentals 9,641,271.39 10,735,793.35
Refund of port construction fee and service charges 130,668.41 1,660,916.38
Others 534,021,573.18 414,550,519.81
Total 1,023,728,271.31 912,282,370.53
(2) Other cash payments relating to operating activities
Amount incurred Amount incurred
Item in the current in the prior
period period (restated)
Advance payment 275,907,895.42 171,218,230.90
Operating expenses such as operating costs
182,351,696.26 183,305,983.48
and administration expense etc.
Guarantees and deposits 28,616,516.45 38,575,451.19
Harbor dues on cargo 15,776,034.06 -
Rentals 14,653,775.08 23,239,432.01
Port construction fee 12,001,158.90 11,661,727.63
Port charges 11,723,562.35 7,481,400.21
Others 334,083,168.45 404,625,405.11
Total 875,113,806.97 840,107,630.53
(3) Other cash receipts relating to investing activities
Amount incurred Amount incurred
Item in the current in the prior
period period
Recovered principal for the advances of the project 179,243,313.40 825,670,000.00
Recovered interest for the advances of the project 162,918,518.18 87,104,514.28
Recovered lendings 8,980,037.68 33,282,119.52
Net cash receipts from acquisition of subsidiaries
- 317,470,188.12
and other operating units
Zhanjiang Port Transition Compensation - 3,803,477.07
Others 86,014,701.83 186,182,916.72
Total 437,156,571.09 1,453,513,215.71
- 133 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
65. Items in cash flow statement - continued
(4) Other cash payments relating to investing activities
Amount incurred Amount incurred
Item in the current in the prior
period period
Payment of staff relocation cost to Shantou Port in respect
22,231,894.84 -
of the land purchasing and reserve
Related party borrowings - 3,009,744,121.38
Others 406.11 26,229.24
Total 22,232,300.95 3,009,770,350.62
(5) Other cash receipts relating to financing activities
Amount incurred Amount incurred
Item in the current in the prior
period period
Proceeds of CMPort from disposal of part of equity
- 1,851,325,647.36
of subsidiaries
Equity capital recovered from minority shareholders
- 82,129,289.00
for Shantou Port
Recovered financing lease deposits - 4,500,000.00
Total - 1,937,954,936.36
(6) Other cash payments relating to financing activities
Amount incurred Amount incurred
Item in the current in the prior
period period
Payment for the Company's acquisition of minority interests
76,767,514.23 -
of CMPort
Amount paid by Dalian Port Logistics Network Co.,
Ltd(formerly known as "DPN")for the acquisition 8,748,637.26 -
of minority shareholders' equities
Amount paid by CMPort for the acquisition
- 755,398,999.97
of minority shareholders' equities
Payments for the liquidation of Shantou Port's subsidiaries - 82,129,289.00
Lease expenses paid 412,013,733.57 472,115,301.75
Others 6,000,631.68 5,033,180.99
Total 503,530,516.74 1,314,676,771.71
- 134 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
66. Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Amount incurred Amount incurred
Supplementary information in the current in the prior
period period (restated)
1. Reconciliation of net profit to cash flows from operating activities:
Net profit 7,655,005,989.75 5,548,775,375.20
Add: Provision for impairment losses of assets 420,492,515.75 551,370,042.53
Provision for impairment losses of credit 252,953,617.50 457,301,295.35
Depreciation of fixed assets 1,877,442,392.55 1,812,195,015.18
Depreciation of investment property 189,639,743.80 189,954,310.24
Depreciation of right-of-use assets 329,603,141.83 355,847,857.29
Amortization of intangible assets 616,107,419.01 610,778,742.12
Amortization of long-term prepaid expenses 53,478,222.59 46,028,917.79
Losses on disposal of fixed assets, intangible assets
-35,576,459.42 -1,489,206,502.32
and other long-term assets (gain is marked with "-")
Losses on retirement of fixed assets, intangible assets
27,871,089.13 8,633,572.42
and other long-term assets
Losses on changes in fair value (gain is marked with "-") -221,242,275.17 411,508,773.58
Financial expenses 1,733,787,046.57 1,305,544,471.18
Investment income -6,636,949,510.91 -4,909,830,592.83
Decrease in deferred tax assets (increase is marked with "-") 22,711,365.92 -120,252,590.37
Increase in deferred tax liabilities 244,305,204.32 92,190,558.47
Decrease in inventories (increase is marked with "-") 20,057,846.98 -34,628,371.06
Decrease in operating receivables (increase is marked with "-") -4,503,635.75 -423,471,225.29
Decrease in operating payables (increase is marked with "-") -34,857,143.97 1,138,549,363.53
Net cash flows from operating activities 6,510,326,570.48 5,551,289,013.01
2. Significant investing and financing activities that do not involve
cash receipts and payments:
Conversion of debt into capital - -
Convertible bonds due within one year - -
Fixed assets acquired under finance leases - -
3. Net changes in cash and cash equivalents:
Closing balance of cash 12,727,355,238.36 11,898,618,327.29
Less: Opening balance of cash 11,898,618,327.29 7,787,670,726.45
Add: Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase in cash and cash equivalents 828,736,911.07 4,110,947,600.84
(2) Cash and cash equivalents
Opening balance
Item Closing balance
(restated)
I. Cash 12,727,355,238.36 11,898,618,327.29
Including: Cash on hand 501,446.73 575,797.26
Bank deposits available for payment at any time 12,353,104,402.58 11,545,752,102.19
Other monetary funds available for payment at any time 373,749,389.05 352,290,427.84
II. Cash equivalents - -
III. Balance of cash and cash equivalents at the end of the year 12,727,355,238.36 11,898,618,327.29
- 135 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
67. Foreign currency monetary items
Closing balance of Closing amount in
Item Exchange rate
foreign currency RMB
Cash and bank balances 1,605,201,076.66
Including: HKD 22,044,029.44 0.8165 17,998,950.04
USD 100,121,665.86 6.3674 637,514,695.20
EUR 97,757,986.79 7.2242 706,223,248.17
RMB 243,464,183.25 1.0000 243,464,183.25
Accounts receivable 209,762,995.27
Including: HKD 1,313,813.27 0.8165 1,072,728.53
USD 5,742,521.74 6.3674 36,564,932.93
EUR 23,826,213.81 7.2242 172,125,333.81
Other receivables 326,544,843.88
Including: HKD 97,298,692.24 0.8165 79,444,382.21
USD 5,977,025.63 6.3674 38,058,113.00
EUR 4,492,480.76 7.2242 32,454,579.51
RMB 176,587,769.16 1.0000 176,587,769.16
Other Non-Current Assets 28,084,411.98
Including: EUR 3,887,546.30 7.2242 28,084,411.98
Short-term borrowings 1,028,876,600.00
Including: HKD 800,000,000.00 0.8165 653,200,000.00
USD 59,000,000.00 6.3674 375,676,600.00
Accounts payable 41,862,294.84
Including: HKD 3,833,404.09 0.8165 3,129,974.44
USD 702.00 6.3674 4,469.91
EUR 5,305,480.26 7.2242 38,327,850.49
RMB 400,000.00 1.0000 400,000.00
Other payables 640,218,472.26
Including: HKD 40,893,776.95 0.8165 33,389,768.88
USD 76,211,211.07 6.3674 485,267,265.37
EUR 3,947,344.18 7.2242 28,516,403.83
RMB 93,045,034.18 1.0000 93,045,034.18
Non-current liabilities due within one year 6,032,652,343.52
Including: USD 541,389,705.26 6.3674 3,447,244,809.27
RMB 2,585,407,534.25 1.0000 2,585,407,534.25
Long-term borrowings 2,680,907,395.00
Including: USD 216,000,000.00 6.3674 1,375,358,400.00
EUR 87,975,000.00 7.2242 635,548,995.00
RMB 670,000,000.00 1.0000 670,000,000.00
Bonds payable 12,670,872,414.16
Including: USD 1,989,960,174.35 6.3674 12,670,872,414.16
Long-term payables 3,433,175,756.61
Including: HKD 4,204,746,793.15 0.8165 3,433,175,756.61
- 136 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
68. Government grants
(1) New government grants for the year
Amount included
Presentation
Type Amount Item in profit or loss
account
for the period
Related to income 250,536,747.94 Business development subsidy Other income 250,536,747.94
Related to income 15,167,723.22 Steady post subsidy Other income 15,167,723.22
Related to income 9,947,660.80 Special operation subsidy Other income 9,947,660.80
Energy conservation and emission reduction –
Related to assets 5,799,000.00 Deferred income 918,175.00
ship shore power phase II
Related to income 3,940,000.00 Cross-border trading e-commerce award Other income 3,940,000.00
Related to income 3,601,300.00 Innovation special funds Other income 3,601,300.00
Special fund for promoting high-quality
Related to income 2,000,000.00 Other income 2,000,000.00
development of economy
Related to assets 1,604,600.00 Intelligent system subsidy Deferred income 120,696.53
Related to income 394,443.34 Anti-epidemic and epidemic prevention subsidy Other income 394,443.34
Related to income 84,591.31 Refund of unemployment insurance premium Other income 84,591.31
Related to income 4,513,994.91 Others Other income 4,513,994.91
Non-operating
Related to income 875,528.75 Others 875,528.75
income
Total 298,465,590.27 292,100,861.80
69. Lease
(1) Lessor under operating lease
Item Amount
I. Revenue -
Lease income 393,858,973.55
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 234,699,427.04
2nd year 109,190,765.76
3rd year 87,829,496.57
4th year 71,167,299.90
5th year 69,224,147.74
Over 5 years 256,980,112.03
Note: The operating leases where the Group as the lessor are related to port and terminal
facilities, machinery 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 equipment, land and buildings. The Group considers that as the leased assets
are properly used, the unguaranteed balance of such assets does not constitutes material
risk of the Group
- 137 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
69. Lease - continued
(2) Lessee
Item Amount
Interest expense on lease liabilities 79,937,678.42
Short-term lease expenses that are accounted for using simplified approach
57,066,803.15
and included in cost of related assets or profit or loss for the period
Expenses on lease of low-value assets (exclusive of expenses on short-term lease
of low-value assets) that are accounted for using simplified approach and included in 1,059.70
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 21,274,985.98
Total cash outflows relating to lease 435,267,676.74
Profit or loss arising from sale and leaseback transactions (loss is marked with "-") -25,726,283.95
Cash inflows from sale and leaseback transactions -
Cash outflows from sale and leaseback transactions 223,602,538.98
Others -
(IX) CHANGES IN SCOPE OF CONSOLIDATION
1. Business combination involving enterprises under common control
(1) Composition of the Group
Acquiree's Acquiree's net
Basis for
revenue from the profit from the Acquiree's Acquiree's net
Proportion Basis for determining determining
Acquisition beginning of the beginning of the revenue for the profit for the
Name of acquiree of equity the type of the
date period of the period of the comparative comparative
acquired(%) combination acquisition
acquisition to the acquisition to the period period
date
acquisition date acquisition date
Controlled by the same
party both before and
9 February Transfer of
DPN 79.03 after the combination, 6,730,476.41 -1,670,529.39 132,127,167.98 16,915,758.32
2021 control
and the control is not
transitory
Controlled by the same
Yingkou Gangxin party both before and
9 February Transfer of
Technology Co., Ltd. 100.00 after the combination, - -1,585,261.11 6,087,153.91 2,036,064.66
2021 control
("Gangxin Technology") and the control is not
transitory
- 138 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(IX) CHANGES IN SCOPE OF CONSOLIDATION - continued
1. Business combination involving enterprises under common control - continued
(2) Acquisition cost
Acquisition cost DPN Gangxin Technology
Cash - -
Par value of equity securities issued 66,576,790.71 13,918,166.22
Total acquisition cost 66,576,790.71 13,918,166.22
(3) Carrying amount of assets and liabilities of the acquiree at the acquisition date
DPN Gangxin Technology
Acquisition date 1 January 2021 Acquisition date 1 January 2021
Assets:
Current assets 131,539,011.74 140,838,127.92 18,138,156.03 18,319,351.22
Long-term equity investments 10,246,299.45 10,487,799.45 - -
Fixed assets 8,023,111.99 8,136,170.96 34,046.16 35,363.69
Right-of-use assets 517,511.87 526,095.34 - -
Intangible assets 5,994,866.71 6,088,378.29 - -
Long-term prepaid expenses 131,052.72 157,263.23 - -
Deferred tax assets 126,018.46 126,018.46 - -
Liabilities:
Current liabilities 88,544,510.18 56,894,215.88 2,096,138.65 2,410,894.10
Deferred income 278,444.67 293,140.09 - -
Lease liabilities 444,186.06 427,236.03 - -
Net assets 67,310,732.03 108,745,261.65 16,076,063.54 15,943,820.81
Less: Minority interests - 20,332,141.71 - -
Net assets acquired 67,310,732.03 88,413,119.94 16,076,063.54 15,943,820.81
(X) EQUITY IN OTHER ENTITIES
1. Interests in subsidiaries
(1) Composition of the Group
Registered capital Shareholding ratio
Principal
Place of Nature of (RMB'0000,
Name of the subsidiary place of Acquisition method
incorporation business unless otherwise Direct Indirect
business
specified)
Shenzhen Chiwan International Freight Agency Shenzhen Shenzhen Logistics support
550.00 100.00 - Established through investment
Co., Ltd. China China services
Investment
Chiwan Wharf Holdings (Hong Kong) Ltd. HK China HK China HKD 100.00 100.00 - Established through investment
holding
Dongguan Dongguan Logistics support
Shenchiwan Port Affairs 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. 1,500.00 100.00 -
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
CMPort (Note 1) HK China HK China 43.18 -
holding 44,016,586,600 enterprises under common control
- 139 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - continued
Registered capital Shareholding ratio
Principal
Place of Nature of (RMB'0000,
Name of the subsidiary place of Acquisition method
incorporation business unless otherwise Direct Indirect
business
specified)
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
China Merchants Holdings (International)
Shenzhen Shenzhen Business combination involving
Information Technology Co., Ltd. ("CM IT service 8,784.82 13.18 43.74
China China enterprises under common control
International Tech")
Liaoning Business combination involving
DPN(Note 2) Liaoning China IT service 3,200.00 - 79.03
China enterprises under common control
Liaoning Business combination involving
Gangxin Technology Liaoning China IT service 800.00 - 100.00
China enterprises under common control
China Merchants International (China) Investment Shenzhen Shenzhen Investment Business combination involving
USD 30,000,000 - 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 300.00 - 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. 100,000.00 - 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 3)
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 Lianyunjie Container Terminals Co., Shenzhen Shenzhen Logistics support Business combination involving
60,854.90 - 100.00
Ltd. 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
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 Shekou Container Terminals Limited BVI BVI USD 120.00 - 80.00
holding enterprises under common control
Investment Business combination involving
TML Cyprus Cyprus EUR 5,000.00 - 100.00
holding enterprises under common control
Republic of Republic of Logistics support Business combination involving
Lome Container Terminal S.A. 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
Logistics support Business combination involving
Hambantota International Port Group Sri Lanka Sri Lanka USD 794,000,000 - 85.00
services 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, Business combination involving
20,000.00 - 100.00
Co., Ltd China China etc. enterprises under common control
Shenzhen Shenzhen Investment Business combination involving
Juzhongzhi Investment (Shenzhen) Co., Ltd. 4,000.00 - 75.00
China China consulting enterprises under common control
- 140 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - continued
Registered capital Shareholding ratio
Principal
Place of Nature of (RMB'0000,
Name of the subsidiary place of Acquisition method
incorporation business unless otherwise Direct Indirect
business
specified)
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
Xinda Resources Limited (hereinafter referred Investment Business combination involving
BVI BVI USD 107,620,000 - 77.45
to as "Xinda") 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
CMPort (Zhoushan) RoRo Wharf Co., Ltd. 17,307.86 51.00 - Assets acquisition
China China services
Shenzhen Shenzhen Logistics support
Shenzhen Haixing Logistics Development Co., Ltd. 7,066.79 - 67.00 Assets acquisition
China China services
Zhanjiang Zhanjiang Logistics support Business combination not involving
Zhanjiang Port 587,420.91 3.42 54.93
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 Zhanjiang Logistics support Business combination not involving
Zhanjiang Port Petrochemical Terminal Co., Ltd. 18,000.00 - 50.00
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
Guangdong Zhanjiang Port Logistics Co., Ltd. 10,000.00 - 100.00
China China services enterprises under common control
Zhanjiang Zhanjiang Logistics support Business combination not involving
Zhanjiang Port Haichuan Trading Co., Ltd. 200.00 - 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 - 70.00
Co., Ltd. China China services enterprises under common control
Logistics support Business combination not involving
Ningbo Daxie(Note 4) Nongbo China Nongbo China 120,909.00 - 45.00
services enterprises under common control
Logistics support
Shantou Harbor Towage Service Co., Ltd. Shantou China Shantou China 1,000.00 - 100.00 Established through investment
services
Logistics support
Sanya Merchants Port Development Co., Ltd. Sanya China Sanya China 1,000.00 51.00 - Established through investment
services
Note 1: On 19 June 2018, the Company and China Merchants Group (Hong Kong) Co., Ltd.
("CMHK") entered into "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 CMPort in respect of its voting power of CMPort as entrusted,
and performs the voting as per the Company's opinion.
In June and October 2020, CMPort respectively distributed 2020 dividends and 2021
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 CMHK select to receive all its share of dividends from the shareholding in
CMPort in the form of scrip dividends. Upon the completion of above distribution of
CMPort, the Company's share in CMPort increased from 1,532,248,957 shares to
1,627,635,473 shares. In December 2021, the Company acquired 7,008,000 shares of
ordinary share of CMPort from the secondary market. Upon completion of the
transaction, the proportion of the ordinary share of CMPort held by the Company to the
total issued ordinary share of CMPort changed from 41.85% to 43.18%, while the
proportion of the ordinary share of CMPort held by the CMHK to the total issued
ordinary share of CMPort changed from 22.36% to 21.98%. Therefore, the Company has
total 65.16% voting power of CMPort and has control over CMPort.
- 141 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - continued
Note 2: On 18 December 2020, the Company and its subsidiaries CMPort, CM International
Tech, Jifa Logistics, Dalian Port Container, Yingkou Port Group Co., Ltd. ("Yingkou
Port Group") signed the Equity Subscription and Capital Increase Agreement regarding
CM International Tech. According to the agreement, Jifa Logistics and Dalian Port
Container respectively use their 29.40% and 49.63% equity in DPN, while the Yingkou
Port Group uses its 100% equity in Gangxin Technology to increase the capital of CM
International Tech. The CM International Tech, DPN and Gangxin Technology are
controlled by the Company's actual controller China Merchants Group both before and
after the combination, and the control is not transitory. The aforesaid capital increase has
been completed on 9 February 2021. Upon completion of the capital increase, the
Company CMPort, Jifa Logistics, Dalian Port Container and Yingkou Port Group
respectively holds 13.18%, 43.74%, 13.26%, 22.38% and 7.44% equity in CM
International Tech, which remain as the holding subsidiary of the Company. CM
International Tech holds 79.03% and 100% equity in DPN and Gangxin Technology
respectively, and has control over DPN and Gangxin Technology. Therefore, the
Company adopts the accounting treatment for business combination involving enterprises
under common control and included DPN and Gangxin Technology in the scope of
consolidation since 9 February 2021.
Note 3: The Group and China Merchants Zhangzhou Development Zone Co., Ltd. entered into
"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 4: Cyber Chic Company Limited, a subsidiary of the Company, entered into a cooperation
agreement with Ningbo Zhoushan. According to the cooperation agreement, Cyber Chic
Company Limited and Ningbo Zhoushan will negotiate and communicate to reach a
unanimous action before exercising their shareholder rights. If the parties to the
agreement fail to reach a consensus on matters such as the operation and management of
Ningbo Daxie, the decision will be based on the opinion of Cyber Chic Company
Limited. After the signing of the Cooperation Agreement, Cyber Chic Company Limited
and Ningbo Zhoushan together own more than 50% of the equity interest in Ningbo
Daxie. As a result, the Group is able to exercise control over it and include it in the scope
of consolidation of the Group's consolidated financial statements.
(2) Material 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
CMPort 56.82 4,603,182,074.30 1,498,760,711.05 65,476,589,235.67
- 142 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(3) Significant financial information of material non-wholly-owned subsidiaries
Closing balance Opening balance
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
CMPort 12,688,479,912.82 129,676,976,538.08 142,365,456,450.90 17,301,652,593.00 26,291,693,462.84 43,593,346,055.84 14,625,774,694.50 125,425,081,030.94 140,050,855,725.44 13,055,907,214.63 34,087,468,137.34 47,143,375,351.97
2021 2020
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
CMPort 9,835,827,140.59 7,324,839,959.14 6,890,512,293.77 4,700,305,072.57 7,956,928,250.59 5,064,412,321.79 3,204,689,765.86 3,629,199,456.13
- 143 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
2. Transactions resulting in 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 CMPort changed from 41.85% to 43.18%.
Details are set out in Note (X) 1 (1).
(2) Effect of the transaction on minority interests and equity attributable to owners of the
Company
CMPort
Acquisition cost
- Cash 76,429,220.65
- Fair value of non-cash assets 942,037,747.91
Total acquisition cost 1,018,466,968.56
Less: Share of net assets of subsidiaries calculated based on the proportion of
1,519,017,926.59
equity acquired
Difference -500,550,958.03
Including: Adjustment to capital Reserve 500,550,958.03
Adjustment to surplus reserve -
Adjustment to unappropriated profit -
3. Interests in joint ventures and associates
(1) Material joint ventures or associates
Proportion of ownership
Accounting method of
Principal place Place of interests held by the Group
Investee Nature of business investments in
of business registration (%)
associates
Direct Indirect
Associates
Port and container
SIPG Shanghai, PRC Shanghai, PRC - 26.64 Equity method
terminal business
- 144 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
4. Key financial information of material associates
SIPG
Closing balance / Opening balance/
Item Amount incurred Amount incurred
in the current in the prior
period period
Current assets 50,550,358,636.59 43,653,716,114.59
Including: Cash and cash equivalents 28,494,577,716.81 20,689,734,592.59
Non-current assets 120,237,119,876.27 112,271,033,861.93
Total assets 170,787,478,512.86 155,924,749,976.52
Current liabilities 29,281,912,321.67 22,405,787,626.17
Non-current liabilities 33,699,936,944.88 37,539,362,699.55
Total liabilities 62,981,849,266.55 59,945,150,325.72
Minority interests 8,014,833,731.08 8,461,734,212.94
Equity attributable to shareholders of the parent company 99,790,795,515.23 87,517,865,437.86
Share of net assets calculated based on the proportion of
26,584,267,925.26 23,428,532,577.72
ownership interests
Adjustments
- Goodwill 2,066,192,806.75 2,076,585,747.12
- Others 193,346,651.68 -143,335,143.43
Carrying amounts of equity investments in associates 28,843,807,383.69 25,361,783,181.41
Fair value of publicly quoted equity investments
33,990,040,779.28 28,345,709,190.02
in associates
Operating income 34,288,697,334.43 26,119,460,820.07
Net profit 15,480,719,994.16 9,183,403,328.66
Other comprehensive income 573,880,124.36 657,555,565.18
Total comprehensive income 16,054,600,118.52 9,840,958,893.84
Dividends received from associates in the current year 793,927,959.22 899,371,516.97
5. Summarized financial information of immaterial associates and joint ventures
Closing
Opening balance/
balance/Amount
Item Amount accumulated
accumulated in the
last year
year
Joint ventures:
Total carrying amount of investments 8,540,003,758.64 8,866,327,205.84
Aggregate of following items calculated based on
the proportion of ownership interest
- Net profit 242,641,893.49 362,452,573.20
- Other comprehensive income 4,375,404.14 25,430,763.35
- Total comprehensive income 247,017,297.63 387,883,336.55
Associates:
Total carrying amount of investments 32,969,640,682.19 32,014,300,835.65
Aggregate of following items calculated based on
the proportion of ownership interest
- Net profit 1,857,965,787.11 1,405,583,978.08
- Other comprehensive income -92,265,491.63 21,687,463.52
- Total comprehensive income 1,765,700,295.48 1,427,271,441.60
- 145 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
6. The investees where the Group holds long-term equity investments are not restricted
to transfer funds to the Group.
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS
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 2021, the balance 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 currency. Currency risk arising from the foreign currency balance of assets
and liabilities may have impact on the Group's performance.
Item Closing balance Opening balance
Cash and bank balances 304,226,402.75 1,214,901,554.08
Accounts receivable 37,640,821.94 34,261,643.29
Other receivables 292,001,737.01 1,004,843,484.23
Short-term borrowings 653,200,000.00 668,320,000.00
Accounts payable 3,534,444.32 4,286,809.14
Other payables 131,844,034.16 201,395,071.52
Non-current liabilities due within one year 2,585,407,534.25 382,131,909.25
Long-term borrowings 670,000,000.00 670,000,000.00
Bonds payable - 2,500,000,000.00
Long-term payables 3,433,175,756.61 440,659,667.97
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 of the exchange
rate movements, management considers it is unlikely that the exchange rate changes in the future
one year will result in significant loss to the Group.
- 146 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
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:
Closing balance Opening balance
Effect on Effect on
Item Changes in exchange rate Effect Effect
shareholders' shareholders'
on profits on profits
equity equity
All foreign currencies 5% increase against RMB -146,440,030.80 -146,440,030.80 -577,260.66 -577,260.66
All foreign currencies 5% decrease against RMB 146,440,030.80 146,440,030.80 577,260.66 577,260.66
All foreign currencies 5% increase against USD 5,092,313.03 5,092,313.03 1,578,468.63 1,578,468.63
All foreign currencies 5% decrease against USD -5,092,313.03 -5,092,313.03 -1,578,468.63 -1,578,468.63
All foreign currencies 5% increase against HKD -201,218,971.96 -201,218,971.96 -131,469,479.65 -131,469,186.05
All foreign currencies 5% decrease against HKD 201,218,971.96 201,218,971.96 131,469,479.65 131,469,186.05
5% increase against EUR
All foreign currencies 402,049.34 402,049.34 -171,067.13 -171,067.13
(including FCFA)
5% decrease against
All foreign currencies -402,049.34 -402,049.34 171,067.13 171,067.13
FCFA(including FCFA)
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) 26 and Note (VIII) 36). 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 etc.
Sensitivity analysis of interest rate risk
Sensitivity analysis of interest rate risk is based on the following assumptions:
Fluctuations of market interest rate can affect the interest income or expense of a financial
instrument with floating interest rate;
For a financial instrument at fair value with fixed interest rate, the fluctuations of market interest
rate can only affect its interest income or expense;
For a derivative financial instrument designated as hedging instrument, the fluctuations of market
interest rate affect its fair value, and all interest rate hedging 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.
- 147 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
2. Interest rate risk - changes in cash flows - continued
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:
Closing balance Opening balance
Changes in Effect on Effect on
Item
interest rate Effect on profits shareholders' Effect on profits shareholders'
equity equity
Short-term borrowings and
1% increase -163,962,806.32 -163,962,806.32 -133,940,312.35 -133,940,312.35
long-term borrowings
Short-term borrowings and
1% decrease 163,962,806.32 163,962,806.32 133,940,312.35 133,940,312.35
long-term borrowings
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 of 31 December 2021, the Group had total current liabilities in excess of total current assets of
RMB 7,271,661,445.92. As at 31 December 2021, the Group has available unutilized loan facility
of RMB 54,220,580,229.33 which is more than current liabilities, and may obtain funds within the
credit limit as necessary. 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 13,651,452,805.36 13,759,806,524.21 13,759,806,524.21 - -
Notes payable 1,895,987.17 1,895,987.17 1,895,987.17 - -
Accounts payable 843,820,438.51 843,820,438.51 843,820,438.51 - -
Other payables 2,140,108,341.08 2,140,108,341.08 2,140,108,341.08 - -
Non-current liabilities due
8,179,772,370.17 9,348,291,951.06 9,348,291,951.06 - -
within one year
Other current liabilities 2,158,497,775.85 2,162,074,534.34 2,162,074,534.34 - -
Long-term borrowings 7,144,839,870.89 7,904,794,817.93 - 6,179,083,715.29 1,725,711,102.64
Bonds payable 16,670,872,414.14 18,075,861,970.23 - 14,044,854,814.96 4,031,007,155.27
Lease liabilities 1,055,194,906.09 1,696,668,533.14 - 522,315,363.87 1,174,353,169.27
Long-term payables 3,400,919,585.50 3,491,619,776.83 - 232,234,584.52 3,259,385,192.31
- 148 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XII) DISCLOSURE OF FAIR VALUE
1. Closing balance of assets and liabilities measured at fair value
Fair value at the end of the year
Level 1 Level 2 Level 3
Item
Measured at Measured at Measured at Total
fair value fair value fair value
Measurements at fair value continuously
Held-for-trading financial assets 157,196.79 6,921,674,305.76 - 6,921,831,502.55
Receivables financing - - 238,429,402.71 238,429,402.71
Other equity instrument investments 8,620,000.00 - 171,631,798.43 180,251,798.43
Other non-current financial assets 782,723,863.52 - 26,791,381.35 809,515,244.87
Total assets continuously measured
791,501,060.31 6,921,674,305.76 436,852,582.49 8,150,027,948.56
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, other equity instrument investments and
other non-current financial assets are determined at the closing price of the equity instrument at
Stock Exchange at 31 December 2021.
3. Qualitative and quantitative information of valuation techniques and key parameters
adopted for items continuously measured at level 2 fair value
Fair value at the
Item Valuation techniques Inputs
end of this year
Expected rate of
Held-for-trading financial assets 6,921,674,305.76 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 the
Item Valuation techniques Inputs
end of this year
Receivables financing 238,429,402.71 Cash flow discounting Discount rate
Other equity instrument investments 171,631,798.43 Net worth method Carrying amount
Other non-current financial assets 2,000,000.00 Cash flow discounting Discount rate
Other non-current financial assets 680,887.72 Net worth method Carrying amount
Other non-current financial assets 24,110,493.63 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
cash flow discounting method, net worth method, listed company comparison approach etc.
During the valuation, the Group needs to make estimates in respect of the future cash flows, credit
risk, market volatility and relevance etc., select appropriate discount rate and take into
consideration of adjustment of discount and premium.
- 149 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XII) 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.
- 150 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
1. Parent of the Company
Proportion of the
Proportion of the
Related party Place of Company's ownership
Name of the parent Type of the entity Nature of business Issued share capital Company's voting power
relationship registration interests held by the
held by the parent (%)
parent (%)
Broadford Global Limited Parent company Private limited company (share limited) Hong Kong Investment holding HKD 21,120,986,262 2.88 81.92 (Note)
Note: Broadford Global Limited directly holds 2.88% equity of the Company, and indirectly holds 19.29% and 59.75% equity of the Company
through the subsidiaries China Merchants Gangtong Development (Shenzhen) Co., Ltd. and China Merchants Port Investment Development
Company Limited (formerly known as China Merchants Investment Development Co., Ltd.) 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.
- 151 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) 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 (X) 3.
Other joint ventures or joint ventures that occurred related party transactions and formed balances
with the Group this 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 Merchants Antong Logistics Management Company 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
Antong Holdings Co., Ltd. and its subordinate companies (Note) Subsidiary of joint venture
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
Associate, Controlled by the same
Liaoning Port Co., Ltd. and its subsidiaries
ultimate controlling shareholder
Ningbo Zhoushan Associate
Shenzhen Baohong Technology Co., Ltd. (formerly known as
Associate
"Shenzhen Baohong E-Commerce Integrated Services Co., Ltd.")
Tianjin Haitian Bonded Logistics Co., Ltd. Associate
Merchants Port City Associate
Zhanjiang Xiagang United Development Co., Ltd. Associate
Zhangzhou COSCO Shipping Agency 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
Note: Antong Holdings Co., Ltd. is the subsidiary of Fujian Zhaohang Logistics Management
Partnership (Limited Partnership), which is a joint venture of the Company.
- 152 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company
Name of other related parties Relationship with the Company
Zhanjiang Infrastructure Construction Investment Group Co., Ltd. Minority shareholder of subsidiary
Zhoushan Blue Ocean Investment Co., Ltd. Minority shareholder of subsidiary
Sri Lanka Ports Authority Minority shareholder of subsidiary
China COSCO Shipping Group and its subsidiaries (Note) Same related natural person
Dalian Port Logistics Technology 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
Hoi Tung (Shenzhen) 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 Co., Ltd. Controlled by the same ultimate controlling shareholder
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 (Shenzhen) Power Supply., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Merchants to Home Technology Co. 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 Limited Controlled by the same ultimate controlling shareholder
China Merchants Group Finance Company Limited Controlled by the same ultimate controlling shareholder
Dalian Port Group Financial Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Port Investment Development Company Limited Controlled by the same ultimate controlling shareholder
China Merchants Life Insurance 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 Logistics Group Qingdao 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
China Merchants Your Cellar (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Dehan Investment Development Co., Ltd. Controlled by the same ultimate controlling shareholder
- 153 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company - continued
Name of other related parties Relationship with the Company
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
China Merchants (Liaoning) Port Development Co., Ltd. Controlled by the same ultimate controlling shareholder
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 Apartment Development (Shenzhen) 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 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
Hoi Tung Innotek (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
Yingkou Port Group and its subsidiaries Controlled by the same ultimate controlling shareholder
Panjin Port Group Co., Ltd. Controlled by the same ultimate controlling shareholder
Broadford (Shenzhen) Port Development Co., Ltd. Controlled by the same ultimate controlling shareholder
Liaoning Port Group Co., Ltd. Controlled by the same ultimate controlling shareholder
Liaoning Electronic Port Co., Ltd Controlled by the same ultimate controlling shareholder
CMPort Chuangrong (Shenzhen) Technology 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. (formerly known as
Controlled by the same ultimate controlling shareholder
"Yingkou Gangrong Big Data Co., Ltd.")
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 Municipal Public Security Bureau Shekou Police Substation Controlled by the same ultimate controlling shareholder
Shenzhen West Port Security Service Co., Ltd. (formerly known as
Controlled by the same ultimate controlling shareholder
"Shenzhen West Port Security Service Company")
Sinotrans South China Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Port Container Controlled by the same ultimate controlling shareholder
Jifa Logistics Controlled by the same ultimate controlling shareholder
Datong Securities Co., Ltd Significantly influenced by the ultimate controlling shareholder
Dalian Automobile Terminal Co., Ltd Significantly influenced by the ultimate controlling shareholder
Dalian Port Design Research Institute Co., Ltd. Significantly influenced by the ultimate controlling shareholder
Khor Ambado FZCo Significantly influenced by the ultimate controlling shareholder
Djibouti International Hotel Company Significantly influenced by the ultimate controlling shareholder
China Merchant Bank Co., Ltd. Significantly influenced by the ultimate controlling shareholder
Note: The Company's former Chairman Fu Gangfeng (resigned on 31 January 2020) worked as
the director and general manager of China COSCO Shipping Corporation Limited within
12 months after his departure. Therefore, the related party transactions and balances for
the period in which the he was the senior management personnel of the Company and
China COSCO Shipping Corporation Limited and for the 12 months after such period are
disclosed.
- 154 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions
(1) Rendering and receipt of service
Pricing method and Amount incurred Amount incurred
Content of
Related party decision procedures of in the current in the prior
transaction
related transactions period period (restated)
Receipt of service:
Shenzhen Bay Electricity Industry Co., Ltd. Service expense Negotiation 52,118,359.34 29,148,667.42
Qingdao Qianwan West Port United Wharf Co., Ltd. Service expense Negotiation 17,429,281.52 16,335,069.80
Shenzhen Merchants Electricity Supply Co., ltd Service expense Negotiation 16,896,892.16 13,221,740.64
Ningbo Zhoushan Service expense Negotiation 14,902,071.93 -
COSCO Logistics (Zhanjiang) Co., Ltd. Service expense Negotiation 13,741,598.64 5,078,367.51
Shenzhen Municipal Public Security Bureau Shekou Police
Service expense Negotiation 13,215,162.92 -
Substation
Nanshan Group and its subsidiaries Service expense Negotiation 12,899,160.06 29,612,136.31
China Merchants Property Management (Shenzhen) Co., Ltd. Service expense Negotiation 11,411,320.65 844,512.39
Hoi Tung (Shanghai) Company Limited Service expense Negotiation 9,908,555.07 9,886,142.11
Shenzhen West Port Security Service Co., Ltd. Service expense Negotiation 8,628,090.47 4,159,456.50
Yiu Lian Dockyards Limited Service expense Negotiation 8,484,365.83 9,274,213.41
China Merchants Commercial Property Investment
Service expense Negotiation 6,963,663.53 6,616,945.42
(Shenzhen) Co., Ltd.
China Merchants Zhangzhou Development Zone Power
Service expense Negotiation 5,148,081.30 4,548,046.20
Supply Co., Ltd.
China Marine Shipping Agency Guangdong Co., Ltd Service expense Negotiation 5,128,165.14 1,994,707.90
Yingkou Port Group and its subsidiaries Service expense Negotiation 3,655,450.63 5,623,518.39
Shenzhen Qianhai Shekou Free Trade Investment
Service expense Negotiation 3,246,406.82 -
Development Co. Ltd.
China Marine Shipping Agency Shenzhen Co., Ltd. Service expense Negotiation 2,886,771.98 2,403,262.96
Shenzhen Merchants to Home Technology Co. Service expense Negotiation 2,529,286.74 162,182.56
China Merchants Port Investment Development Company
Service expense Negotiation 2,511,488.39 -
Limited
China Ocean Shipping Tally Shenzhen Co., Ltd. Service expense Negotiation 2,367,078.52 1,208,224.86
China Merchant Food (China) Co., Ltd. Service expense Negotiation 2,010,522.22 1,790,459.66
Liaoning Port Co., Ltd. and its subsidiaries Service expense Negotiation 1,453,666.27 1,968,171.53
Qingdao Wutong Century Supply Chain Co., Ltd. Service expense Negotiation 1,412,347.77 34,202.46
China Merchants Healthcare (Qichun) Co., Ltd. Service expense Negotiation 874,591.30 1,473,607.08
China Merchants Logistics Group Qingdao Co., Ltd. Service expense Negotiation 278,746.88 1,506,882.06
China Merchants Your Cellar (Shenzhen) Co., Ltd. Service expense Negotiation 145,501.77 2,201,965.59
Djibouti International Hotel Company Service expense Negotiation - 2,028,556.99
China Merchants Life Insurance Company Limited Service expense Negotiation - 1,828,798.25
Dalian Port Logistics Technology Co. Ltd. Service expense Negotiation - 1,068,592.04
Other related parties Service expense Negotiation 5,426,539.23 7,009,354.97
Other related parties Property utilities Negotiation 1,527,482.73 1,269,101.74
China Merchants Property Management (Shenzhen) Co., Ltd. Property utilities Negotiation - 7,567,376.65
Purchase of
China Merchant Bank Co., Ltd. Negotiation 901,314,575.34 850,000,000.00
structured deposits
China Merchants Group Finance Company Limited Interest expense Negotiation 57,267,460.41 40,218,054.32
China Merchant Bank Co., Ltd. Interest expense Negotiation 7,309,189.97 2,820,905.00
Total 1,193,091,875.53 1,062,903,222.72
- 155 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(1) Rendering and receipt of service - continued
Pricing method and Amount incurred Amount incurred
Content of
Related party decision procedures of in the current in the prior
transaction
related transactions period period (restated)
Rendering of service:
Broadford (Shenzhen) Port Development Co., Ltd. Service income Negotiation 233,023,495.03 -
COSCO Logistics (Zhanjiang) Co., Ltd. Service income Negotiation 172,689,315.75 138,294,236.96
Antong Holdings Co., Ltd. and its subordinate companies Service income Negotiation 149,257,485.43 127,713,616.40
China Marine Shipping Agency Ningbo Co., Ltd. Service income Negotiation 127,750,175.04 -
Liaoning Port Co., Ltd. and its subsidiaries Service income Negotiation 84,665,638.27 53,346,029.84
China Marine Shipping Agency Guangdong Co., Ltd. Service income Negotiation 78,136,291.87 61,942,724.25
China COSCO Shipping Group and its subsidiaries Service income Negotiation 67,594,546.16 473,089,186.47
China Ocean Shipping Agency (Zhanjiang) Co., Ltd Service income Negotiation 58,774,852.27 53,774,870.23
Yingkou Port Group and its subsidiaries Service income Negotiation 58,066,543.74 6,149,920.19
Qingdao Qianwan United Container Terminal Co., Ltd. Service income Negotiation 57,107,934.04 49,104,741.77
Liaoning Port Group Co., Ltd. Service income Negotiation 30,230,480.12 4,572,257.33
China Merchants International Shipping Agency
Service income Negotiation 19,931,387.34 10,407,471.90
(Shenzhen) Co., Ltd.
Yiu Lian Dockyards (Shekou) Limited Service income Negotiation 15,861,643.81 6,825,979.02
Shenzhen Baohong Technology Co., Ltd. Service income Negotiation 12,375,371.81 9,183,840.58
Sinotrans Container Lines Co., Ltd. Service income Negotiation 9,659,043.11 5,775,004.77
Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. Service income Negotiation 8,201,186.45 5,366,080.32
China Merchants International Cold Chain (Shenzhen)
Service income Negotiation 6,932,874.90 6,781,159.20
Company Limited
China Ocean Shipping Agency Shenzhen Service income Negotiation 6,742,585.37 11,872,191.59
China Merchants Port Investment Development Company
Service income Negotiation 6,100,924.53 1,870,575.47
Limited
China Marine Shipping Agency Shenzhen Co., Ltd. Service income Negotiation 6,065,850.59 4,566,415.18
CMPort Chuangrong (Shenzhen) Technology Co., Ltd. Service income Negotiation 5,060,041.98 -
China Yangtze River Shipping Co.,Ltd. Service income Negotiation 4,015,942.03 276,427.36
China Merchants Gangrong Big Data Co., Ltd. 3,839,970.76 3,627,717.89
Qingdao Qianwan West Port United Wharf Co., Ltd. Service income Negotiation 3,556,894.16 3,403,438.43
South China Sinotrans Supply Chain Management Co., Ltd. Service income Negotiation 3,315,529.59 5,730,351.44
Shantou International Container Terminals Limited Service income Negotiation 2,830,152.56 15,018,042.39
China Merchants Heavy Industry (Jiangsu) Co., Ltd. Service income Negotiation 2,788,745.68 1,771,945.79
Qingdao Qianwan New United Container Terminal Co., Ltd. Service income Negotiation 2,727,630.47 3,147,064.19
Shantou Zhonglian Tally Co., Ltd Service income Negotiation 2,688,839.07 1,720,385.71
Sinotrans Container Lines (Hong Kong) Company Limited Service income Negotiation 2,618,545.62 1,049,302.38
China Merchants Shekou Industrial Zone Holdings Co., Ltd. Service income Negotiation 2,379,478.59 908,372.64
Guizhou East Land Port Operation Co., Ltd. Service income Negotiation 2,379,122.83 1,854,382.19
Sinoway Shipping Ltd. Service income Negotiation 2,275,910.33 2,380,557.22
Dalian Automobile Terminal Co., Ltd Service income Negotiation 2,162,744.31 -
Qingdao Bonded Logistics Park Sinotrans Warehousing
Service income Negotiation 2,060,322.30 1,777,701.97
Logistics Co., Ltd.
Yantai Port Group Laizhou Port Co., Ltd. Service income Negotiation 2,043,962.25 1,448,756.38
Merchants Port City Service income Negotiation 1,591,345.21 1,226,801.94
Dalian Port Construction Supervision Consulting Co., Ltd. Service income Negotiation 1,561,447.66 354,686.83
Dalian Port Group Corporation Limited Service income Negotiation 1,471,595.43 2,245,666.81
Datong Securities Co., Ltd Service income Negotiation 1,464,247.85 -
SIPG Service income Negotiation 1,430,583.02 1,631,054.72
Sinotrans Shantou Co., Ltd. Service income Negotiation 1,411,180.98 747,042.39
Sinotrans & CSC Holdings Co., Ltd. Service income Negotiation 1,349,056.61 -
Sinotrans (HK) Shipping Limited Service income Negotiation 1,270,858.60 3,516,284.75
China Marine Shipping Agency Guangdong Co., Ltd. Service income Negotiation 1,234,211.32 2,771,236.94
Dalian Port Design Research Institute Co., Ltd. Service income Negotiation 1,217,915.13 -
Nanshan Group and its subsidiaries Service income Negotiation 1,147,657.18 822,683.39
Shenzhen Dehan Investment Development Co., Ltd. Service income Negotiation 1,106,438.68 863,738.20
Liaoning Electronic Port Co., Ltd Service income Negotiation 1,007,547.18 -
Guizhou Qiandongnan Continental Land Port Operation
Service income Negotiation 975,890.37 2,006,774.37
Co., Ltd.
China Merchants (Liaoning) Port Development Co., Ltd. Service income Negotiation 943,396.22 1,886,792.45
Zhangzhou COSCO Shipping Agency Co., Ltd. Service income Negotiation 820,987.04 1,171,144.27
Doraleh Multi-purpose Port Service income Negotiation 585,604.28 1,396,158.59
International Djibouti Industrial Parks Operation FZCO Service income Negotiation 502,024.39 1,219,559.23
- 156 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(1) Rendering and receipt of service - continued
Pricing method and Amount incurred Amount incurred
Content of
Related party decision procedures of in the current in the prior
transaction
related transactions period period (restated)
Rendering of service:
China Merchants-Logistics Shenzhen Co., Ltd. Service income Negotiation 364,878.63 1,007,155.73
Penavico Shenzhen Warehousing Co., Ltd. Service income Negotiation 206,068.60 6,450,089.03
Sinotrans Central China Co., Ltd. Service income Negotiation 2,557.32 1,097,750.34
Port de Djibouti S.A. Service income Negotiation - 10,943,478.47
Ningbo Daxie Service income Negotiation - 4,212,324.06
Terminal Link SAS Service income Negotiation - 1,203,144.53
Other related parties Service income Negotiation 16,978,944.05 10,351,714.06
Terminal Link SAS Interest income Negotiation 165,180,415.51 130,683,767.31
Port of Newcastle and its subsidiaries Interest income Negotiation 76,683,050.81 61,452,466.62
China Merchant Bank Co., Ltd. Interest income Negotiation 32,931,572.09 25,077,926.86
China Merchants Group Finance Company Limited Interest income Negotiation 24,994,228.38 17,374,507.16
Dalian Port Group Financial Co., Ltd. Interest income Negotiation - 822,219.25
Merchants Port City Interest income Negotiation 1,957,067.27 34,310,102.60
Tianjin Haitian Bonded Logistics Co., Ltd. Interest income Negotiation 1,558,375.91 1,507,141.63
Other related parties Interest income Negotiation - 39,343.77
Total 1,597,860,603.88 1,403,143,503.75
(2) Leases with related parties
The Group as the lessor:
Pricing method and Lease income Lease income
Name of the lessee Type of leased assets decision procedures of recognized in the recognized in the
related transactions current year prior year
Port and terminal
Qingdao Qianwan West Port United Wharf Co., Ltd. Negotiation 9,711,263.00 9,530,634.40
facilities
Qingdao Bonded Logistics Park Sinotrans Warehousing
Buildings and structures Negotiation 5,533,737.88 5,246,389.08
Logistics Co., Ltd.
China Merchant Food (China) Co., Ltd. Buildings and structures Negotiation 5,414,148.96 4,979,293.98
China Traffic Import and Export Co., Ltd. Buildings and structures Negotiation 5,212,396.32 4,791,084.02
Qingdao Sinotrans Supply Chain Management Co., Ltd. Buildings and structures Negotiation 3,926,471.23 3,937,228.69
Yiu Lian Dockyards (Shekou) Limited Buildings and structures Negotiation 3,008,337.95 2,612,180.18
Nanshan Group and its subsidiaries Buildings and structures Negotiation 2,478,760.43 2,451,852.32
Qingdao Qianwan United Container Terminal Co., Ltd. Buildings and structures Negotiation 2,407,032.41 2,402,484.55
China Merchants Securities Co., Ltd. Buildings and structures Negotiation 2,265,123.10 2,364,578.34
Sinotrans South China Co., Ltd. Buildings and structures Negotiation 1,897,332.07 -
Qingdao Wutong Century Supply Chain Co., Ltd. Buildings and structures Negotiation 619,965.10 960,707.68
Buildings and structures,
Other related parties Negotiation 7,650,774.22 6,612,178.37
land use rights
Total 50,125,342.67 45,888,611.61
- 157 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(2) Leases with related parties - continued
The Group as the lessee:
Lease term (disclose
Other significant lease
Name of the lessor Type of leased assets Rental (year) the period covered by
terms
contract)
China Merchants Finance Lease (Shanghai) Co., Ltd. Port and terminal facilities 58,302,270.50 2018.3.19-2024.3.15 N/A
Machinery equipment, port
China Merchants Finance Lease (Shanghai) Co., Ltd. 57,849,868.06 2018.11.30-2024.11.30 N/A
and terminal facilities
Nanshan Group and its subsidiaries Buildings and structures 54,380,695.56 2019.1.1-2023.12.31 N/A
China Merchants Tongshang Finance Lease Co., Ltd. Machinery equipment 46,381,918.54 2017.10.31-2023.10.27 N/A
China Merchants Finance Lease (Tianjin) Co., Ltd. Port and terminal facilities 35,733,649.64 2018.3.19-2024.3.15 N/A
China Merchants Shekou Industrial Zone Holdings
Port and terminal facilities 35,385,536.56 2020.1.1-2021.12.31 N/A
Co., Ltd.
China Merchants Tongshang Finance Lease Co., Ltd. Machinery equipment 17,717,147.04 2016.12.26-2022.11.15 N/A
EuroAsia Dockyard Enterprise and Development
Port and terminal facilities 13,432,871.84 2022.1.1-2022.12.31 N/A
Limited
China Merchants Shekou Industrial Zone Holdings
Others 6,115,067.28 2020.1.1-2021.12.31 N/A
Co., Ltd.
China Merchants Commercial Property Investment
Buildings and structures 4,421,369.16 2021.1.1-2022.12.31 N/A
(Shenzhen) Co., Ltd.
Shenzhen Qianhai Shekou Free Trade Investment
Buildings and structures 3,373,361.28 2020.12.30-2021.12.31 N/A
Development Co. Ltd.
Attached with renewal
Nanshan Group and its subsidiaries Others 3,220,926.84 2016.1.1-2018.12.31
option
Attached with renewal
Nanshan Group and its subsidiaries Buildings and structures 3,083,925.40 2021.1.1-2021.12.31
option
Shenzhen Nanyou (Holdings) Ltd. Others 1,995,553.20 2021.1.1-2021.12.31 N/A
Attached with renewal
Nanshan Group and its subsidiaries Buildings and structures 1,908,589.28 2016.1.1-2018.12.31
option
Nanshan Group and its subsidiaries Buildings and structures 1,468,461.12 2021.1.1-2021.3.31 N/A
Nanshan Group and its subsidiaries Buildings and structures 1,468,461.12 2021.4.1-2021.12.31 N/A
China Merchants Commercial Property Investment
Buildings and structures 1,241,376.00 2021.1.1-2022.12.31 N/A
(Shenzhen) Co., Ltd.
China Merchants International Cold Chain 2018.5.1-2021.4.30、
Port and terminal facilities 1,027,422.38 N/A
(Shenzhen) Company Limited 2021.5.1-2024.4.30
China Merchants International Cold Chain
Buildings and structures 840,000.00 2021.3.1-2022.2.28 N/A
(Shenzhen) Company Limited
China Merchants International Cold Chain
Buildings and structures 819,000.00 2020.3.22-2021.2.28 N/A
(Shenzhen) Company Limited
China Merchants Commercial Property Investment With progressively
Buildings and structures 709,554.28 2021.1.1-2022.12.31
(Shenzhen) Co., Ltd. increasing rent
Attached with renewal
Nanshan Group and its subsidiaries Buildings and structures 319,869.42 2019.1.1-2023.12.31
option
Attached with renewal
Nanshan Group and its subsidiaries Others 230,502.86 2021.1.1-2023.12.31
option
Nanshan Group and its subsidiaries Others 225,460.64 2017.1.1-2021.8.25 N/A
Nanshan Group and its subsidiaries Buildings and structures 176,057.15 2021.1.1-2021.12.31 N/A
China Merchants Apartment Development
Buildings and structures 133,680.00 2021.1.1-2021.12.31 N/A
(Shenzhen) Co., Ltd.
Dalian Port Group Corporation Limited Buildings and structures 80,000.00 2021.1.1-2021.12.31 N/A
Attached with renewal
Nanshan Group and its subsidiaries Port and terminal facilities 46,990.60 2019.1.1-2023.12.31
option
Total 352,089,585.75
- 158 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) 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
2021
Terminal Link SAS (Note 1) 65,122,443.30 65,122,443.30 1 June 2013 2033 No
Khor Ambado FZCo (Note 2) 253,381,120.00 110,394,672.56 24 May 2019 2032 No
Total 318,503,563.30 175,517,115.86
2020
Terminal Link SAS (Note 1) 71,003,968.05 71,003,968.05 1 June 2013 2033 No
Khor Ambado FZCo (Note 2) 187,917,834.24 113,125,755.69 24 May 2019 2032 No
Total 258,921,802.29 184,129,723.74
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
provides guarantee for its bank loan financing to the associate Terminal Link SAS and
other liabilities to the extent of the Group's 49% ownership interest in the company. The
actual guaranteed amount is RMB65,122,443.30 on 31 December 2021. If any guarantee
liability occurs, the Group will compensate CMA CGM S.A.
Note 2: Khor Ambado FZCo is a related company 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 2021 is RMB110,394,672.56. In March 2021, the Group
approved a new guarantee line of RMB 70 million for Khor Ambado FZCo through a board
resolution, which had not been actually used as of December 31, 2021.
(4) Borrowings and loans with related parties
Commencement
Related party Amount Maturity date Description
date
2021
Borrowings
China Merchants Group Finance Company Limited 1,000,977,777.78 15 October 2021 14 October 2022 Fixed interest rate of 3.2000%
China Merchants Group Finance Company Limited 1,000,977,777.78 15 December 2021 13 January 2022 Fixed interest rate of 3.2000%
China Merchants Group Finance Company Limited 600,586,666.67 26 November 2021 22 November 2022 Fixed interest rate of 3.2000%
China Merchants Group Finance Company Limited 500,488,888.89 02 December 2021 01 December 2022 Fixed interest rate of 3.2000%
China Merchants Group Finance Company Limited 128,925,358.00 01 March 2021 21 June 2024 Fixed interest rate of 1.2000%
China Merchants Group Finance Company Limited 50,058,819.44 11 June 2021 10 June 2022 Fixed interest rate of 3.8500%
China Merchants Group Finance Company Limited 50,022,458.33 05 July 2021 04 July 2022 Fixed interest rate of 3.8500%
China Merchants Group Finance Company Limited 49,500,000.00 08 April 2021 31 October 2023 Fixed interest rate of 1.2000%
China Merchants Group Finance Company Limited 47,026,415.28 09 April 2021 08 April 2022 Fixed interest rate of 3.8500%
China Merchants Group Finance Company Limited 40,042,777.78 01 December 2021 30 November 2022 Fixed interest rate of 3.5000%
China Merchants Group Finance Company Limited 33,017,111.09 25 June 2021 24 June 2022 Fixed interest rate of 3.8500%
China Merchants Group Finance Company Limited 30,034,008.33 10 May 2021 09 May 2022 Fixed interest rate of 3.7100%
China Merchants Group Finance Company Limited 27,026,813.63 17 May 2021 12 March 2029 Fixed interest rate of 4.5050%
China Merchants Group Finance Company Limited 14,517,057.64 08 July 2021 07 July 2022 Fixed interest rate of 3.8500%
China Merchants Group Finance Company Limited 10,023,527.78 08 December 2021 08 December 2022 Fixed interest rate of 3.8500%
China Merchants Group Finance Company Limited 10,012,082.19 15 December 2021 14 March 2022 Fixed interest rate of 2.4500%
China Merchants Group Finance Company Limited 10,000,000.00 12 November 2021 12 November 2022 Fixed interest rate of 3.8500%
China Merchants Group Finance Company Limited 5,593,095.16 19 April 2021 18 April 2022 Fixed interest rate of 3.8500%
China Merchants Group Finance Company Limited 5,000,000.00 07 June 2021 10 December 2028 Fixed interest rate of 4.4100%
China Merchants Group Finance Company Limited 4,000,000.00 26 April 2021 10 December 2028 Fixed interest rate of 4.4100%
China Merchants Group Finance Company Limited 2,250,000.00 23 November 2021 10 December 2028 Fixed interest rate of 4.4100%
China Merchants Group Finance Company Limited 2,100,000.00 01 February 2021 10 December 2028 Fixed interest rate of 4.4100%
- 159 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
China Merchants Group Finance Company Limited 950,000.00 03 September 2021 10 December 2028 Fixed interest rate of 4.4100%
Total 3,623,130,635.77
- 160 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(4) Borrowings and loans with related parties - continued
Commencement
Related party Amount Maturity date Description
date
2020
Borrowings
Fixed annual interest rate of
China Merchants Group Finance Company Limited 1,301,430,000.00 22 October 2020 21 October 2021
3.6000%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 672,821,155.13 28 December 2020 27 January 2021
3.4500%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 200,235,277.84 14 April 2020 13 April 2021
4.0500%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 200,235,277.78 25 September 2020 24 September 2021
3.8500%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 192,039,573.34 30 December 2020 29 December 2021
3.7100%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 76,929,960.60 25 March 2020 12 March 2029
4.5050%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 70,086,890.22 22 June 2020 21 June 2024
1.2000%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 50,606,027.37 05 June 2020 02 March 2021
1.9900%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 50,056,680.56 21 May 2020 20 May 2021
3.7100%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 40,000,000.00 20 December 2020 31 October 2023
1.2000%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 47,000,000.00 06 January 2020 07 October 2024
4.5125%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 30,035,291.66 04 December 2020 20 May 2021
3.7100%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 10,000,000.00 13 November 2020 12 May 2021
2.5000%
Fixed annual interest rate of
China Merchants Group Finance Company Limited 1,500,000.00 17 December 2020 10 December 2028
4.4100%
Total 2,942,976,134.50
Lendings
Fixed annual interest rate of
Terminal Link SAS 2,975,444,121.38 26 March 2020 26 March 2028
6.0000%
Fixed annual interest rate of
Port of Newcastle and its subsidiaries 815,144,304.00 30 May 2020 29 July 2023
8.0000%
Fixed annual interest rate of
Tianjin Haitian Bonded Logistics Co., Ltd. 34,300,000.00 03 January 2020 02 January 2023
4.7500%
Total 3,824,888,425.38
(5) Asset transfer from related parties
Pricing method and Amount Amount
Related party Content of transaction decision procedures of accumulated in the accumulated in the
related transactions current period prior period
Broadford (Shenzhen) Port Development Co., Ltd. (Note) Equity investment Valuation 384,000,000.00 -
Hoi Tung (Shanghai) Company Limited Machinery equipment Negotiation 4,115,044.26 8,202,477.87
Hoi Tung (Shenzhen) Company Limited Machinery equipment Market price 1,345,132.74 -
Other related parties Construction in progress Negotiation 485,704.85 -
Hoi Tung Innotek (Shenzhen) Co., Ltd. Machinery equipment Negotiation - 1,946,000.00
Other related parties General office equipment Negotiation - 83,584.00
Total 389,945,881.85 10,232,061.87
Note: Refer to Note(VIII) 55.
- 161 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(6) Compensation for key management personnel
Amount incurred Amount incurred
Item
in the current period in the prior period
Compensation for key management personnel 14,796,861.98 20,552,276.50
6. Amounts due from/to related parties
(1) Amounts due from related parties
Opening balance
Item Related party Closing balance
(restated)
China Merchant Bank Co., Ltd. 2,563,011,212.30 1,901,149,161.24
Cash and bank balances China Merchants Group Finance Company Limited 2,178,303,655.54 1,685,755,069.49
Total 4,741,314,867.84 3,586,904,230.73
Held-for-trading
China Merchant Bank Co., Ltd. 901,314,575.34 850,000,000.00
financial assets
Antong Holdings Co., Ltd. and its subordinate companies 13,014,575.59 10,508,254.42
China Marine Shipping Agency Ningbo Co., Ltd. 6,502,287.89 7,773,568.86
COSCO Logistics (Zhanjiang) Co., Ltd. 5,211,554.51 4,326,223.02
Yiu Lian Dockyards (Shekou) Limited 4,414,431.20 725,330.10
Yingkou Port Group 3,333,618.62 150,681.00
Khor Ambado FZCo 2,842,053.59 2,774,015.84
Great Horn Development Company FZCo 2,606,831.64 1,427,020.52
Qingdao Qianwan West Port United Wharf Co., Ltd. 2,315,131.88 2,007,669.18
China Marine Shipping Agency Guangdong Co., Ltd. 1,970,902.79 7,777,640.18
Port de Djibouti S.A. 1,618,911.45 1,497,611.83
Panjin Port Group 1,467,000.00 239,339.83
Sinotrans Container Lines Co., Ltd. 1,436,388.75 1,148,569.75
China Ocean Shipping Agency Shenzhen 1,418,539.82 843,054.75
Liaoning Port Co., Ltd. 1,414,964.00 1,248,825.00
Accounts receivable
China Merchants International Shipping Agency (Shenzhen)
1,341,323.72 590,901.89
Co., Ltd.
China Merchants International Cold Chain (Shenzhen)
1,215,660.73 614,839.90
Company Limited
Sinotrans (HK) Shipping Limited 1,068,888.42 622,597.02
Qingdao Qianwan United Container Terminal Co., Ltd. 1,049,999.99 -
South China Sinotrans Supply Chain Management Co., Ltd. 475,477.60 1,035,675.13
Dalian Container Terminal Co., Ltd. 330,000.60 1,580,275.50
Guizhou East Land Port Operation Co., Ltd. 89,177.60 3,612,221.02
China COSCO Shipping Group and its subsidiaries - 120,615,548.37
Shenzhen Baohong Technology Co., Ltd. - 2,641,391.12
Guizhou Qiandongnan Continental Land Port Operation Co., Ltd. - 1,061,604.20
Other related parties 11,352,531.16 9,856,831.77
Total 66,490,251.55 184,679,690.20
- 162 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(1) Amounts due from related parties - continued
Opening balance
Item Related party Closing balance
(restated)
Nanshan Group and its subsidiaries 185,070,000.00 210,831,000.00
Merchants Port City 41,847,044.77 -
Tin-Can Island Container Terminal Ltd 19,076,909.00 33,289,037.77
Dividends receivables
COSCO Logistics (Zhanjiang) Co., Ltd. 18,403,959.77 13,378,666.52
Other related parties 277,072.09 220,500.00
Total 264,674,985.63 257,719,204.29
Chu Kong River Trade Terminal Co., Ltd. 32,953,940.00 57,607,520.00
Port de Djibouti S.A. 22,681,372.48 23,248,597.69
Shenzhen Qianhai Shekou Free Trade Investment Development
6,000,000.00 4,000,000.00
Co. Ltd.
China Merchants Port Investment Development Company Limited 5,000,000.00 -
Zhoushan Blue Ocean Investment Co., Ltd. 4,996,989.39 4,996,989.39
Zhanjiang Infrastructure Construction Investment Group Co., Ltd. 4,907,365.06 31,513,558.59
Other receivables China Merchants Shenzhen Ro-Ro Shipping Co., Ltd. 2,899,163.95 2,899,163.95
COSCO Logistics (Zhanjiang) Co., Ltd. 2,190,539.40 -
EuroAsia Dockyard Enterprise and Development Limited 1,380,231.20 1,422,660.84
China Merchants Commercial Property Investment (Shenzhen)
1,132,846.40 1,068,658.39
Co., Ltd.
China Merchants (Liaoning) Port Development Co., Ltd. - 2,000,000.00
Other related parties 6,717,646.33 5,752,296.58
Total 90,860,094.21 134,509,445.43
Prepayments China Traffic Import and Export Co., Ltd. - 244,729.25
Port of Newcastle and its subsidiaries 60,029,243.30 16,473,559.57
Non-current assets due
Terminal Link SAS 42,429,677.59 51,286,674.10
within one year
Total 102,458,920.89 67,760,233.67
Terminal Link SAS 2,679,769,106.42 2,746,067,386.31
Port of Newcastle and its subsidiaries 750,086,910.62 815,144,304.00
Tianjin Haitian Bonded Logistics Co., Ltd. 34,300,000.00 34,300,000.00
Long-term receivables
China Merchants Finance Lease (Tianjin) Co., Ltd. 10,000,000.00 10,000,000.00
Merchants Port City - 286,330,144.62
Total 3,474,156,017.04 3,891,841,834.93
Other non-current assets China Traffic Import and Export Co., Ltd. 20,854,077.98 -
- 163 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(2) Amounts due to related parties
Opening balance
Item Related party Closing balance
(restated)
Short-term borrowings China Merchants Group Finance Company Limited 3,393,366,381.96 2,646,853,256.33
Other current liabilities China Merchants Group Finance Company Limited 10,012,082.19 60,606,027.37
Qingdao Qianwan West Port United Wharf Co., Ltd. 6,742,200.79 6,381,033.57
Shenzhen Bay Electricity Industry Co., Ltd. 4,987,709.79 -
EuroAsia Dockyard Enterprise and Development Limited 3,142,704.91 2,994,548.16
Nanshan Group and its subsidiaries 3,154,427.56 9,220,434.36
Accounts payable Yiu Lian Dockyards Limited 2,651,200.00 2,271,520.48
Ningbo Zhoushan 1,159,307.43 -
China Marine Shipping Agency Shenzhen Co., Ltd. 633,810.99 1,264,544.50
Other related parties 3,102,320.77 694,721.19
Total 25,573,682.24 22,826,802.26
Port de Djibouti S.A - 10,350,122.63
Receipts in advance Other related parties 53,057.84 606,631.45
Total 53,057.84 10,956,754.08
Dalian Container Terminal Co., Ltd. 3,573,179.78 -
Antong Holdings Co., Ltd. and its subordinate companies 1,994,209.18 6,774,086.39
Qingdao Sinotrans Supply Chain Management Co., Ltd. 1,578,302.00 -
Contract liabilities Qingdao Qianwan United Container Terminal Co., Ltd. 1,050,000.00 -
China Marine Shipping Agency Guangdong Co., Ltd. - 2,304,015.01
Other related parties 2,897,061.68 3,264,592.40
Total 11,092,752.64 12,342,693.80
China Merchants Zhangzhou Development Zone Co., Ltd. 20,000,000.00 20,000,000.00
Dalian Port Container 18,349,264.69 12,160,517.31
Dividends Payable Jifa Logistics 4,945,967.80 3,972,477.39
Sri Lanka Ports Authority - 34,255,854.79
Total 43,295,232.49 70,388,849.49
Port de Djibouti S.A. 254,894,592.46 175,497,252.70
China Merchants Real Estate (Shenzhen) Co., Ltd. 10,079,369.00 14,305,122.78
Antong Holdings Co., Ltd. and its subordinate companies 8,077,252.00 35,160.00
China Merchants Commercial Property Investment (Shenzhen)
7,839,816.47 8,447,512.23
Co., Ltd.
China Merchants Port Investment Development Company Limited 7,417,802.54 29,329,463.17
Terminal Link SAS 3,910,337.39 89,905,681.62
Other Payables
Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. 1,579,720.16 1,013,738.40
Zhanjiang Xiagang United Development Co., Ltd. 1,433,473.84 1,433,730.78
China Merchant Food (China) Co., Ltd. 1,069,017.00 1,161,179.14
Shenzhen Baohong Technology Co., Ltd. - 2,634,014.09
Penavico Shenzhen Warehousing Co., Ltd. - 1,127,339.68
Other related parties 5,419,228.21 6,757,283.77
Total 301,720,609.07 331,647,478.36
- 164 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(2) Amounts due to related parties - continued
Opening balance
Item Related party Closing balance
(restated)
China Merchants Finance Lease (Shanghai) Co., Ltd. 104,204,701.37 -
China Merchants Tongshang Finance Lease Co., Ltd. 60,639,407.07 58,348,704.99
Nanshan Group and its subsidiaries 56,174,150.92 54,030,933.00
China Merchants Finance Lease (Tianjin) Co., Ltd. 32,788,124.97 138,409,402.75
China Merchants Group Finance Company Limited 27,106,533.22 51,423,306.47
Non-current liabilities EuroAsia Dockyard Enterprise and Development Limited 13,030,256.95 13,406,128.42
due within one year China Merchants Commercial Property Investment (Shenzhen)
6,029,278.06 -
Co., Ltd.
China Merchant Bank Co., Ltd. 4,227,333.34 -
China Merchants Shekou Industrial Zone Holdings Co., Ltd. - 39,512,425.01
Other related parties 961,513.13 433,329.00
Total 305,161,299.03 355,564,229.64
Other non-current
Nanshan Group and its subsidiaries 1,020,381.51 944,011.06
liabilities
China Merchants Group Finance Company Limited 543,744,022.45 426,100,835.53
Long-term borrowings China Merchant Bank Co., Ltd. 196,000,000.00 109,033,232.39
Total 739,744,022.45 535,134,067.92
China Merchants Finance Lease (Shanghai) Co., Ltd. 177,500,213.13 358,333,616.46
Nanshan Group and its subsidiaries 58,651,209.31 114,304,842.23
China Merchants Finance Lease (Tianjin) Co., Ltd. 47,500,069.97 -
China Merchants Tongshang Finance Lease Co., Ltd. 44,730,575.22 104,616,135.92
Lease liabilities
China Merchants International Cold Chain (Shenzhen)
1,353,404.41 -
Company Limited
Other related parties 181,987.02 186,938.69
Total 329,917,459.06 577,441,533.30
(XIV) SHARE-BASED PAYMENTS
1. Overall share-based payments
Total equity instruments granted by the Company in the year 530,000 shares
Total equity instruments exercised by the Company in the year None
Total equity instruments of the Company that became invalid in the year 7,628,000 shares
The range of the exercise price of the stock options externally issued
Exercise price: RMB15.09 to RMB17.34;
by the Company at the end of the year and the remaining term
The remaining term of the contract: 61 months
of the contract
The range of the exercise price of the other equity instruments externally
issued by the Company at the end of the year and the remaining term None
of the contract
- 165 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIV) SHARE-BASED PAYMENTS - continued
2. Share-based payments settled by equity
The method used to determine the fair value of equity instruments The cost of granted stock options was estimated
on the day of granting using the Black Scholes Model.
On each balance sheet date in the waiting 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 this year and the estimates of last year are not satisfied
The aggregate amount of share-based payments settled by equity
9,956,938.60
that is included in the capital reserve
Total expenses recognized for the share-based payments settled
-795,992.27
by equity in the year
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), and 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;
subject to the fulfilment of the exercise conditions, 40% of the stock options will be exercisable
from 24 months but within 36 months after the grant date, 30% will be exercisable from 36
months but within 48 months after the grant date and 30% will be exercisable from 48 months but
within 84 months after the grant date, and can be exercised to subscribe for shares of the
Company within one year, one year and three years from the exercise date, respectively; each
stock option entitles the holder to subscribe for one common share of the Company.
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 on 30 January 2021 in respect of the first batch of stock
option granted under stock option incentive plan (phase I).
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 granting
date is 29 January 2021. With a lockup period of 24 months from the granting date, the share
options are exercisable upon expiry of the 24-month lockup period in the premise that the vesting
conditions are satisfied. The share options are exercisable in two batches, specifically 50% for the
first batch (after 24 months but within 36 months subsequent to the granting date), and the
remaining 50% for the second batch (after 36 months but within 72 months subsequent to the
granting date); each share option represents the right to subscribe a share of ordinary share of the
Company.
- 166 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIV) SHARE-BASED PAYMENTS - continued
2. Share-based payments settled by equity - continued
As at the reporting date, as the criteria of exercise in the first vesting period of the stock option
(1st batch) under the stock option incentive plan (phase I) are not satisfied, the Company has
cancelled the 6,380,000 shares of stock option corresponding to the first vesting period of the
stock option (1st batch) under the stock option incentive plan (phase I). As 10of the incentive
targets have retired or no longer serve the Company, the corresponding 1,248,000 shares of stock
option have been cancelled.
(XV) COMMITMENTS AND CONTINGENCIES
1. Significant commitments
Item 31/12/2021 31/12/2020
Commitments that have been entered into but have not
been recognized in the financial statements
- Commitment to make contributions to the investees 211,620,680.00 11,500,000.00
- Commitment to acquire and construct long-term assets 1,755,687,773.54 2,682,977,514.73
- Commitment to invest port construction 5,093,914.88 1,004,960,692.18
- Others - 20,831,652.14
Total 1,972,402,368.42 3,720,269,859.05
2. Contingencies
Item 31/12/2021 31/12/2020
Contingent liabilities brought by external litigations (Note 1) 207,807,928.33 213,109,668.45
Guarantee for borrowings of related parties (Note 2) 175,517,115.86 184,129,723.74
Total 383,325,044.19 397,239,392.19
Note 1: This 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 RMB207,807,928.33 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 need 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.
- 167 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XV) COMMITMENTS AND CONTINGENCIES - continued
2. Contingencies - continued
Note 2: Till 31 December 2021, the guarantees provided by the Group for related parties are
detailed in Note XIII 5(3).
On 31 December 2021, the directors of the Group 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 of 31 December 2021, the Group had
no other major guarantees and other contingencies that need to be explained.
(XVI) EVENTS AFTER THE BALANCE SHEET
1. Retreating from CMPort (Shenzhen) Industry Innovation Private Equity Investment
Fund Partnership (LP) ("Investment Fund")
On 24 December 2020, the Company and its related party China Merchants Innovation
Investment Management Co., Ltd. ("China Merchants Innovation Investment") as well as
Shenzhen China Merchants Innovation Investment Fund Center (Limited Partnership) ("China
Merchants Innovation Fund") managed by China Merchants Innovation Investment jointly
established an investment fund. On 22 October 2021, the investment fund completed the filing
with Asset Management Association of China and obtained the Certificate of Filing of Private
Investment Fund. As at 31 December 2021, the Company has paid capital contribution of
RMB1,000,000.
Considering the investment fund has not yet carried out activities and taking into account the
Company's overall plan of capital operation, on 8 January 2022, the Company, China Merchants
Innovation Investment, China Merchants Innovation Fund unanimously agree to dissolve the
investment fund and implement liquidation and cancellation procedures.
As at the date of the financial statements, the above liquidation and cancellation procedures are
not yet completed.
2. Issuing 2022 tranche 1, 2 and 3super short-term commercial paper ("SCP")
The Company's 2022 tranche 1 SCP was publicly offered at National Interbank Bond Market on
17 January 2022, with issue amount of RMB 2 billion, a term of 90 days and par value of RMB
100. The lead underwriter and co-lead underwriter are China Merchants Bank Co., Ltd. and China
Construction Bank Corporation respectively. The fund raised from this offering may be used to
repay the Company's and its subsidiaries' borrowings from financial institutions.
- 168 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVI) EVENTS AFTER THE BALANCE SHEET - continued
2. Issuing 2022 tranche 1, 2 and 3 super short-term commercial paper ("SCP") -
continued
The Company's 2022 tranche 2 SCP was publicly offered at National Interbank Bond Market on 2
March 2022, with issue amount of RMB 1 billion, a term of 180 days and par value of RMB 100.
The lead underwriter and co-lead underwriter are China Merchants Bank Co., Ltd. and Industrial
and Commercial Bank of China Limited respectively. The fund raised from this offering will be
used to repay the Company's and its subsidiaries' working capital.
The Company's 2022 tranche 3 SCP was publicly offered at National Interbank Bond Market on
28 March 2022, with issue amount of RMB 2 billion, a term of 180 days and par value of RMB
100. The lead underwriter and co-lead underwriter are China Merchants Bank Co., Ltd. and
Industrial and Bank of China Limited respectively. The fund raised from this offering will be used
to repay bonds at maturity.
(XVII) 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.
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 financial perspectives, 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.
The Group's ports operation are 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
- 169 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(1) Basis for determining reporting segments and accounting policies - continued
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 construction of
modular housing operated by the Group's associates, property investment operated by the Group
and corporate function.
Each of the segments under ports operation include the operations of a number of ports in various
locations within one geographic location, each of which is considered as a separate operating
segment by the CODM. 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 natures 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 RMB1,760,264,413.65,
representing 11.52% (2020: 12.46%) of the Group's operating income for 2021.
- 170 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Segment financial information
Segment financial information for 2021 is as follows:
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unallocated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Operating income 6,169,011,494.33 955,807,808.06 69,178,976.05 3,746,197,331.61 3,695,214,463.69 14,635,410,073.74 464,573,743.50 183,824,357.36 - 15,283,808,174.60
Operating cost 3,453,475,366.43 597,481,157.49 54,665,813.81 2,783,662,072.53 1,680,840,428.09 8,570,124,838.35 257,835,741.37 218,875,602.77 - 9,046,836,182.49
Segment operating profit
2,715,536,127.90 358,326,650.57 14,513,162.24 962,535,259.08 2,014,374,035.60 6,065,285,235.39 206,738,002.13 -35,051,245.41 - 6,236,971,992.11
(loss is marked with "-")
Adjustments:
Taxes and surcharges 33,618,026.16 1,740,839.69 1,145,292.35 46,827,778.00 59,226,541.93 142,558,478.13 25,369,242.73 23,905,217.75 141,305.70 191,974,244.31
Administrative expense 459,095,114.37 41,447,191.06 10,094,331.91 530,495,769.77 239,606,436.10 1,280,738,843.21 43,767,439.19 1,021,783.02 403,632,493.08 1,729,160,558.50
R&D expenses 162,845,174.00 38,114,947.70 - 16,945,513.97 - 217,905,635.67 - - - 217,905,635.67
Financial expenses 77,467,350.81 5,641,533.68 -2,466,397.16 120,310,978.09 195,175,809.87 396,129,275.29 12,385,910.10 22,982,823.67 1,113,840,588.23 1,545,338,597.29
Other income 282,932,907.60 9,484,000.67 5,469.40 57,374,140.86 - 349,796,518.53 13,193,859.62 254,782.93 - 363,245,161.08
Investment income 440,035,665.04 4,238,562,309.59 277,273,943.74 345,017,458.52 468,204,189.40 5,769,093,566.29 -12,031,120.80 856,291,297.44 23,595,767.98 6,636,949,510.91
Gains from changes in fair
9,359,683.02 - -98,965,383.40 2,347,751.88 306,172,536.00 218,914,587.50 - - 2,327,687.67 221,242,275.17
value (loss is marked with "-")
Impairment gains of credit
-6,838,168.58 1,020,000.00 - -7,045,279.31 -192,031,975.00 -204,895,422.89 -48,058,194.61 - - -252,953,617.50
(loss is marked with "-")
Impairment gains of assets
- - - -418,345,307.68 -2,147,208.07 -420,492,515.75 - - - -420,492,515.75
(loss is marked with "-")
Gains from disposal of assets
2,962,025.35 13,209.72 6,430,654.08 25,740,511.52 266,566.00 35,412,966.67 212,611.41 - -49,118.66 35,576,459.42
(loss is marked with "-")
Operating profit (loss is
2,710,962,574.99 4,520,461,658.42 190,484,618.96 253,044,495.04 2,100,829,356.03 9,775,782,703.44 78,532,565.73 773,585,010.52 -1,491,740,050.02 9,136,160,229.67
marked with "-")
- 171 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Segment financial information - continued
Segment financial information for 2021 is as follows: - continued
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unallocated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Non-operating income 13,008,411.38 574,013.03 508,302.39 9,629,274.10 14,567,738.63 38,287,739.53 27,449.61 597,934.35 4,554,414.01 43,467,537.50
Non-operating expenses 6,917,726.39 2,166,481.95 - 53,226,742.91 24,897,586.02 87,208,537.27 20,000.00 -0.01 8,300,155.85 95,528,693.11
Gross profit (loss is marked
2,717,053,259.98 4,518,869,189.50 190,992,921.35 209,447,026.23 2,090,499,508.64 9,726,861,905.70 78,540,015.34 774,182,944.88 -1,495,485,791.86 9,084,099,074.06
with "-")
Income tax expenses 524,164,148.32 221,408,593.92 7,548,598.15 61,714,339.27 307,146,501.14 1,121,982,180.80 11,538,241.85 53,526,346.43 242,046,315.23 1,429,093,084.31
Net profit (loss is marked
2,192,889,111.66 4,297,460,595.58 183,444,323.20 147,732,686.96 1,783,353,007.50 8,604,879,724.90 67,001,773.49 720,656,598.45 -1,737,532,107.09 7,655,005,989.75
with "-")
Segment assets 28,287,890,207.35 36,766,156,834.80 7,570,933,282.53 27,838,467,531.77 41,135,106,798.84 141,598,554,655.29 3,462,069,538.25 18,978,652,576.39 11,944,824,398.73 175,984,101,168.66
Total assets in the financial statements 175,984,101,168.66
Segment liabilities 10,300,340,684.26 1,641,664,024.25 149,926,571.36 7,645,454,637.72 7,851,403,330.63 27,588,789,248.22 533,057,935.76 1,017,520,046.89 35,809,307,046.31 64,948,674,277.18
Total liabilities in the financial statements 64,948,674,277.18
Supplementary information:
Depreciation and Amortization 889,758,581.06 197,464,949.23 1,093,508.89 917,975,691.54 766,865,123.91 2,773,157,854.63 72,861,519.89 175,029,480.65 45,222,064.61 3,066,270,919.78
Interest income 13,898,280.21 4,223,041.44 402,788.78 32,826,269.88 246,477,465.44 297,827,845.75 1,120,075.68 2,177,357.15 76,438,595.91 377,563,874.49
Interest expense 96,364,688.47 5,094,276.48 - 153,293,454.39 383,901,414.22 638,653,833.56 15,348,819.97 31,819,095.28 1,224,026,866.19 1,909,848,615.00
Investment income from
long-term equity investment 361,451,468.54 4,238,562,309.59 236,693,226.55 141,786,109.87 468,204,189.40 5,446,697,303.95 -12,031,120.80 856,291,297.44 - 6,290,957,480.59
under equity method
Long-term equity investment
6,010,920,490.10 30,734,063,685.69 6,722,000,869.89 508,063,722.03 11,990,041,710.35 55,965,090,478.06 672,691,660.83 13,715,669,685.63 - 70,353,451,824.52
under equity method
Non-current assets other than
18,760,635,381.65 4,126,611,225.22 16,711,625.75 24,186,695,730.85 20,329,634,458.61 67,420,288,422.08 2,126,565,848.52 4,930,963,314.80 620,648,598.94 75,098,466,184.34
long-term equity investment
- 172 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Segment financial information - continued
Segment financial information for 2020 is as follows:
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unallocated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Operating income 5,241,233,142.55 73,413,401.10 62,661,236.23 3,333,716,950.72 3,474,914,093.88 12,185,938,824.48 417,391,441.86 153,414,051.57 - 12,756,744,317.91
Operating cost 2,956,793,312.13 40,965,225.12 48,645,796.45 2,681,846,267.01 1,767,068,217.21 7,495,318,817.92 245,350,697.54 221,269,319.94 - 7,961,938,835.40
Segment operating profit (loss is
2,284,439,830.42 32,448,175.98 14,015,439.78 651,870,683.71 1,707,845,876.67 4,690,620,006.56 172,040,744.32 -67,855,268.37 - 4,794,805,482.51
marked with "-")
Adjustments:
Taxes and surcharges 27,581,350.62 1,525,681.36 1,155,694.87 48,249,699.24 34,531,713.98 113,044,140.07 20,652,317.30 18,092,487.86 141,056.95 151,930,002.18
Administrative expense 500,990,070.71 14,189,057.25 9,379,082.71 473,751,196.10 249,846,408.69 1,248,155,815.46 42,007,434.87 1,093,821.55 314,398,393.37 1,605,655,465.25
R&D expenses 147,625,689.62 3,968,928.76 - 15,724,656.48 - 167,319,274.86 - - 1,468,500.00 168,787,774.86
Financial expenses 143,731,948.26 -14,347,282.70 -9,466,114.16 133,937,742.90 44,368,823.84 298,225,118.14 16,272,850.96 19,152,258.84 898,280,275.76 1,231,930,503.70
Other income 70,819,504.36 1,752,751.59 33,397.31 51,406,035.35 - 124,011,688.61 10,173,062.64 73,365,149.56 176,926.89 207,726,827.70
Investment income 210,845,395.46 3,122,680,492.45 351,638,093.79 103,533,080.19 357,882,216.11 4,146,579,278.00 19,641,031.91 743,610,282.92 - 4,909,830,592.83
Gains from changes in fair value
33,063,464.71 150,747,337.90 77,018,544.18 8,043,866.90 -680,381,987.27 -411,508,773.58 - - - -411,508,773.58
(loss is marked with "-")
Impairment gains of credit
-5,687,600.55 1,020,000.00 - 28,130,653.65 -477,897,709.00 -454,434,655.90 -2,866,639.45 - - -457,301,295.35
(loss is marked with "-")
Impairment gains of assets
947,694.12 - - -552,317,736.65 - -551,370,042.53 - - - -551,370,042.53
(loss is marked with "-")
Gains from disposal of assets
5,187,792.01 507,040.19 -1,441.50 1,600,635,718.61 311,438.49 1,606,640,547.80 305,861.36 -117,707,200.00 -32,706.84 1,489,206,502.32
(loss is marked with "-")
Operating profit (loss is marked
1,779,687,021.32 3,303,819,413.44 441,635,370.14 1,219,639,007.04 579,012,888.49 7,323,793,700.43 120,361,457.65 593,074,395.86 -1,214,144,006.03 6,823,085,547.91
with "-")
- 173 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Segment financial information - continued
Segment financial information for 2020 is as follows: - continued
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unallocated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Non-operating income 43,331,436.81 43,196.21 440,831.36 31,641,529.53 1,889,443.67 77,346,437.58 198,116.16 1,391,661.99 2,779,196.95 81,715,412.68
Non-operating expenses 2,960,035.34 813,550.98 25,948.75 22,767,505.78 25,707,516.11 52,274,556.96 42,000.00 - 26,687,183.81 79,003,740.77
Gross profit (loss is marked
1,820,058,422.79 3,303,049,058.67 442,050,252.75 1,228,513,030.79 555,194,816.05 7,348,865,581.05 120,517,573.81 594,466,057.85 -1,238,051,992.89 6,825,797,219.82
with "-")
Income tax expenses 602,962,273.77 169,174,798.29 62,114,619.13 493,406,817.80 -52,337,554.93 1,275,320,954.06 15,094,962.21 15,750,266.73 -29,144,338.38 1,277,021,844.62
Net profit (loss is marked
1,217,096,149.02 3,133,874,260.38 379,935,633.62 735,106,212.99 607,532,370.98 6,073,544,626.99 105,422,611.60 578,715,791.12 -1,208,907,654.51 5,548,775,375.20
with "-")
Segment assets 29,821,611,467.10 34,720,797,014.91 7,246,173,514.37 26,212,201,328.99 44,448,666,487.24 142,449,449,812.61 3,315,494,460.32 18,342,294,850.36 4,621,087,222.48 168,728,326,345.77
Total assets in the financial statements 168,728,326,345.77
Segment liabilities 14,922,681,608.31 1,603,641,824.41 143,181,803.40 8,095,524,461.24 9,659,518,990.29 34,424,548,687.65 583,644,968.76 1,372,383,302.75 26,546,092,773.08 62,926,669,732.24
Total liabilities in the financial statements 62,926,669,732.24
Supplementary information:
Depreciation and Amortization 871,328,799.31 16,840,576.77 2,019,814.39 986,324,667.31 843,174,817.50 2,719,688,675.28 97,449,874.10 175,099,107.40 22,567,185.84 3,014,804,842.62
Interest income 40,895,256.73 2,611,662.90 2,863,089.15 61,729,133.61 203,403,087.34 311,502,229.73 1,372,300.78 1,105,725.59 12,258,928.24 326,239,184.34
Interest expense 205,101,200.19 2,716,578.54 - 194,085,313.44 312,694,424.90 714,597,517.07 20,355,642.89 34,988,377.32 1,179,971,384.93 1,949,912,922.21
Investment income from
long-term equity investment 140,412,519.63 2,329,321,018.47 321,168,422.22 80,736,626.43 357,882,216.11 3,229,520,802.86 19,641,031.91 743,610,282.92 - 3,992,772,117.69
under equity method
Long-term equity investment
4,152,223,455.22 28,460,075,468.21 6,275,998,231.07 604,585,694.21 13,303,915,012.11 52,796,797,860.82 736,196,163.40 12,709,417,198.68 - 66,242,411,222.90
under equity method
Non-current assets other than
21,731,261,369.66 4,256,897,677.23 24,886,574.80 19,427,332,228.33 24,705,573,985.43 70,145,951,835.45 2,226,903,590.34 5,238,035,244.36 422,618,810.40 78,033,509,480.55
long-term equity investment
- 174 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Segment financial information - continued
The Group's revenue by geographical areas of operations and information about its non-current
assets other than financial instruments and deferred tax assets presented based on the geographical
areas in which the assets are located as follows:
Amount incurred in
Amount incurred in
Revenue from external transactions the prior period
the current period
(restated)
Mainland China, Hong Kong and Taiwan 11,550,563,244.63 9,255,785,222.67
Pearl River Delta 6,646,437,978.26 5,660,744,147.48
Yangtze River Delta 955,807,808.06 73,413,401.10
Bohai Rim 202,120,126.70 187,910,723.37
Others 3,746,197,331.61 3,333,716,950.72
Other locations 3,733,244,929.97 3,500,959,095.24
Total 15,283,808,174.60 12,756,744,317.91
Opening balance
Total non-current assets Closing balance
(restated)
Mainland China, Hong Kong and Taiwan 109,645,185,780.08 105,111,642,513.71
Pearl River Delta 45,414,657,732.10 45,459,155,093.97
Yangtze River Delta 34,860,356,989.30 32,716,973,145.44
Bohai Rim 7,318,137,784.88 6,903,596,351.63
Others 22,052,033,273.80 20,031,917,922.67
Other locations 35,806,732,228.78 39,164,278,189.74
Total 145,451,918,008.86 144,275,920,703.45
(3) Degree of reliance on major customers
The total operating income derived from the top five customers of the Group is RMB
3,741,849,003.95, accounting for 24.48% of the Group's operating income.
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
1. Other receivables
1.1 Summary of other receivables
Item Closing balance Opening balance
Dividends receivable 177,295,422.67 311,297,793.86
Other receivables 1,079,447,548.34 791,414,958.18
Total 1,256,742,971.01 1,102,712,752.04
- 175 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
1.2 Dividends receivable
(1) Disclosure of dividends receivable
Investee Closing balance Opening balance
Chiwan Wharf Holdings (Hong Kong) Ltd. 147,680,363.88 147,680,363.88
China Merchants Bonded Logistics Co., Ltd. 15,707,120.00 15,707,120.00
Dongguan Shenchiwan Wharf Co., Ltd. 13,691,538.79 147,233,909.98
Shenzhen Petrochemical Industry (Group) Co., Ltd. 216,400.00 216,400.00
Jiangsu Expressway Company Limited - 460,000.00
Total 177,295,422.67 311,297,793.86
Less: Provision for credit loss - -
Carrying amount 177,295,422.67 311,297,793.86
(2) Significant dividends receivable with aging over 1 year
Closing Opening Impaired
Item Reason for outstanding
balance balance or not
Chiwan Wharf Holdings (Hong In processing and expected
147,680,363.88 147,680,363.88 No
Kong) Ltd. to be received in 2022
China Merchants Bonded In processing and expected
15,707,120.00 15,707,120.00 No.
Logistics Co., Ltd. to be received in 2022
Total 163,387,483.88 163,387,483.88
1.3 Other receivables
(1) Disclosure of other receivables by aging
Closing balance
Aging Provision for Proportion of
Other receivables
credit loss provision (%)
Within 1 year 293,366,907.09 - -
1 to 2 years 458,303,409.30 - -
2 to 3 years 327,448,916.48 - -
Over 3 years 711,772.07 383,456.60 53.87
Total 1,079,831,004.94 383,456.60
(2) Provision for credit loss of other receivables
As part of the Company's credit risk management, the Company performs internal credit rating on
customers, and determines the expected loss ratio of other receivables under each credit rating.
Such expected average loss ratio is based on historical actual impairment and taking into
consideration of current and expected future economic conditions.
- 176 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
1.3 Other receivables - continued
(2) Provision for credit loss of other receivables - continued
At 31 December 2021, the credit risk and expected credit loss of other receivables by categories
of customers are as follows:
Closing balance Opening balance
Expected Lifetime Lifetime Lifetime Lifetime
Credit rating credit loss ECL ECL ECL ECL
12-month ECL Total 12-month ECL Total
ratio (%) (not credit- (credit- (not credit- (credit-
impaired) impaired) impaired) impaired)
A 0.00-0.10 1,079,447,548.34 - - 1,079,447,548.34 791,414,958.18 - - 791,414,958.18
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
Carrying amount 1,079,447,548.34 - 383,456.60 1,079,831,004.94 791,414,958.18 - 383,456.60 791,798,414.78
Credit loss allowance - - 383,456.60 383,456.60 - - 383,456.60 383,456.60
Book value 1,079,447,548.34 - - 1,079,447,548.34 791,414,958.18 - - 791,414,958.18
(3) Changes in credit loss allowance for other receivables
Stage I Stage II Stage III
Item Lifetime ECL Lifetime ECL Total
12-month ECL
(not credit-impaired) (credit-impaired)
Balance at 1 January 2021 - - 383,456.60 383,456.60
Transfer in the current year
-- transfer to stage II - - -
-- transfer to stage III - - -
-- transfer back to stage II - - -
-- transfer back to stage I - - -
Provision - - -
Reversal - - -
Transfer out due to derecognition of
financial assets (including direct - - -
write-down)
Other changes - - -
Balance at 31 December 2021 - 383,456.60 383,456.60
(4) Changes in carrying amount of other receivables
Stage I Stage II Stage III
Carrying amount Lifetime ECL Lifetime ECL Total
12-month ECL
(not credit-impaired) (credit-impaired)
Balance at 1 January 2021 791,414,958.18 - 383,456.60 791,798,414.78
Transfer in the current year:
-- transfer to stage II - - - -
-- transfer to stage III - - - -
-- transfer back to stage II - - - -
-- transfer back to stage I - - - -
Increase 288,032,590.16 - - 288,032,590.16
Derecognition - - - -
Other changes - - - -
Balance at 31 December 2021 1,079,447,548.34 - 383,456.60 1,079,831,004.94
- 177 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
1.3 Other receivables - continued
(5) The Company has no recovery or reversal of significant credit loss allowance in the
current year.
(6) Other receivables by nature
Item Closing balance Opening balance
Amounts due from related parties 1,072,941,653.53 785,752,325.78
Advances 4,741,428.81 3,862,191.69
Others 2,147,922.60 2,183,897.31
Total 1,079,831,004.94 791,798,414.78
Less: Provision for credit loss 383,456.60 383,456.60
Book value 1,079,447,548.34 791,414,958.18
(7) There is no other receivables write-off during this year.
(8) The top four balances of other receivables classified by debtor
Proportion
Closing
Relationship to total
balance of
Company name with the Nature Closing balance Aging other
credit loss
Company receivables
allowance
(%)
Loan to
Shenzhen Haixing Subsidiary 1,072,941,653.53 Within 3 years 99.36 -
related parties
CM International Tech Subsidiary Advances 2,467,600.00 Within 1 year 0.23 -
Social security contributions paid
on behalf of employee and Third party Advances 2,273,828.81 Within 1 year 0.21 -
enterprise annuity
Shenzhen Shekou Local Taxation
Third party Others 711,772.07 Over 3 years 0.07 383,456.60
Bureau
Total 1,078,394,854.41 99.87 383,456.60
- 178 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS - continued
2. Long-term equity investments
Changes for the year
Closing
Reconciling items Announced
Investment balance of
Investee 1/1/2021 from other Other equity distribution of Impairment 31/12/2021
Increase Decrease income under Others impairment
comprehensive movements cash dividends provision
equity method provision
income or profit
I. Subsidiaries
Shenzhen Chiwan International Freight Agency Co., Ltd. 5,500,000.00 - - - - - - - - 5,500,000.00 -
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 -
Chiwan Wharf Holdings (Hong Kong) Ltd. 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 -
CMPort (Note 1) 28,272,939,139.99 1,017,342,017.46 - - - - - - - 29,290,281,157.45 -
CMPort (Zhoushan) RoRo Logistics Co., Ltd. 149,709,800.00 - - - - - - - - 149,709,800.00 -
Zhanjiang Port 3,381,825,528.52 - - - - - - - - 3,381,825,528.52 -
CM International Tech (Note 2) - 23,451,570.97 2,890,495.95 - - - - - - 20,561,075.02 -
Sanya Merchants Port Development Co., Ltd. (Note 3) - 2,040,000.00 - - - - - - - 2,040,000.00 -
Sub-total 33,075,848,268.88 1,042,833,588.43 2,890,495.95 - - - - - - 34,115,791,361.36 -
II. Associates
CM International Tech 23,833,710.97 - 1,875,000.00 -385,535.90 - -35,889,398.04 14,316,222.97 - - -
China Merchants Bonded Logistics Co., Ltd. 384,647,157.60 - - 10,601,954.40 - - - - - 395,249,112.00 -
China Merchants Northeast Asia Development & Investment
1,007,786,285.71 - - 8,262,246.98 - - - - - 1,016,048,532.69 -
Co., Ltd.
Ningbo Zhoushan 1,500,464,520.87 206,523,799.86 - 116,870,715.60 1,070,706.00 3,729,807.90 -35,661,315.55 - - 1,792,998,234.68 -
Sub-total 2,916,731,675.15 206,523,799.86 1,875,000.00 135,349,381.08 1,070,706.00 -32,159,590.14 -21,345,092.58 - - 3,204,295,879.37 -
III. Joint ventures
Yantai Port Group Laizhou Port Co., Ltd. 782,832,086.50 - - 33,327,096.27 - - -24,643,441.33 - - 791,515,741.44 -
China Merchants Antong Logistics Management Company 9,102,988.02 - - 624,890.92 - - - - - 9,727,878.94 -
Fujian Zhaohang Logistics Management Partnership
452,283,105.00 - - 58,927,327.62 - - - - - 511,210,432.62 -
(Limited Partnership)
Investment Fund (Note 4) - 1,000,000.00 - -2,003,584.24 - - - - 1,003,584.24 - -
Sub-total 1,244,218,179.52 1,000,000.00 - 90,875,730.57 - - -24,643,441.33 - 1,003,584.24 1,312,454,053.00 -
Total 37,236,798,123.55 1,250,357,388.29 4,765,495.95 226,225,111.65 1,070,706.00 -32,159,590.14 -45,988,533.91 - 1,003,584.24 38,632,541,293.73 -
- 179 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
2. Long-term equity investments - continued
Note 1: Details are set out in Note (X) 1.
Note 2: Details are set out in Note (X) 1. (1).
Note 3: Sanya Merchants Port Development Co., Ltd. is a limited company jointly established by
the Company and Sanya Port Group Co., Ltd. on 16 July 2021, with registered capital of
RMB 10 million.
Note 4: According to the Partnership Agreement, the loss of investment fund is shared in
proportion to the paid-in capital. For the current period, Investment Fund Partnership
(LP) has excess loss of RMB 1,003,584.24 included in provisions.
3. Operating income and operating costs
Amount incurred in Amount incurred in
Item the current period the prior period
Revenue Cost Revenue Cost
Principal operating - - - -
Other operating 2,642,001.75 2,265,959.45 6,653,002.66 2,265,959.64
Total 2,642,001.75 2,265,959.45 6,653,002.66 2,265,959.64
4. Investment income
(1) Details of investment income
Amount incurred in Amount incurred in
Item
the current period the prior period
Income from long-term equity investments under cost method 1,324,423,832.08 2,871,566,529.89
Long-term equity investments income under equity method 226,225,111.65 57,647,049.81
Income from held-for-trading financial assets 38,750,781.56 13,161,408.95
Income from other equity instruments investments 7,409,500.00 8,567,900.00
Income from debt investments - 24,700,958.91
Total 1,596,809,225.29 2,975,643,847.56
- 180 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
4. Investment income - continued
(2) Income from long-term equity investments under cost method
Amount incurred in Amount incurred in Reason for changes comparing with
Investee
the current period the prior period prior year
CMPort 946,405,578.84 982,379,582.35 Changes in profit distribution of investee
Shenzhen Chiwan Harbor Container Co. Ltd. 143,574,378.69 121,071,884.15 Changes in profit distribution of investee
Chiwan Container Terminal Co., Ltd. 115,287,847.14 275,313,936.56 Changes in profit distribution of investee
Dongguan Shenchiwan Wharf Co., Ltd. 48,020,128.82 59,036,979.32 Changes in profit distribution of investee
Shenzhen Chiwan Tugboat Co., Ltd. 30,409,076.03 25,604,356.23 Changes in profit distribution of investee
Zhanjiang Port (Group) Co., Ltd. 23,395,773.67 - Changes in profit distribution of investee
Shenzhen Chiwan Port Development Co., Ltd. 14,577,752.63 - Changes in profit distribution of investee
Shenchiwan Port Affairs 2,664,219.41 60,234,278.79 Changes in profit distribution of investee
Shenzhen Chiwan International Freight Agency
89,076.85 245,148.61 Changes in profit distribution of investee
Co., Ltd.
Chiwan Wharf Holdings (Hong Kong) Ltd. - 1,347,680,363.88 Changes in profit distribution of investee
Total 1,324,423,832.08 2,871,566,529.89
- 181 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
1. BREAKDOWN OF NON-RECURRING PROFIT OR LOSS
Item Amount Remarks
Losses on disposal of non-current assets 233,551,553.79
Tax refunds or reductions with ultra vires approval or
-
without official approval documents
Government grants recognized in profit or loss (except for
grants that are closely related to the Company's business and are
314,172,152.25
in amounts and quantities fixed in accordance with the national
standard)
Money lending income earned from non-financial institutions
232,343,789.35
in profit or loss
The excess of attributable fair value of identifiable net assets
over the consideration paid for subsidiaries, associates and -
joint ventures
Gains or losses on exchange of non-monetary assets -
Gains or losses on entrusted investments or assets management -
Provision of impairment losses for each asset due to
-
force majeure, e.g. natural disasters
Gains or losses on debt restructuring -
Business restructuring expenses, e.g., expenditure for layoff of
-
employees, integration expenses, etc.
Gains or losses relating to the unfair portion in transactions
-
with unfair transaction price
Net profit or loss of subsidiaries recognized as a result of business
combination of enterprises under common control from the -3,255,790.50
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 from changes of fair value of held-for-trading financial
assets, derivative financial assets, other non-current financial
assets, held-for-trading financial liabilities, derivative financial
liabilities other than effective hedging operation relating to 221,242,275.17
the Company's normal operations, and the investment income
from disposal of the above held-for-trading financial
assets/financial liabilities and other debt investments
Reversal of provision for accounts receivable that are tested for
93,196.96
credit loss individually
Gains or losses on entrusted loans -
Gains or losses on changes in the fair value of investment
properties that are subsequently measured using the -
fair value model
Effects on profit or loss of one-off adjustment to profit or loss
for the period according to the requirements by tax laws and -
accounting laws and regulations
Custodian fees earned from entrusted operation 1,663,396.22
Other non-operating income or expenses other than above -4,065,501.22
Other profit or loss that meets the definition of
non-recurring profit or loss
Tax effects -181,130,994.22
Effects of minority interest (after tax) -484,485,147.96
Total 330,128,929.84
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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
Basic EPS Diluted EPS
assets (%)
Net profit attributable to ordinary shareholders 6.9903 1.3971 1.3968
Net profit attributable to ordinary shareholders after
6.1311 1.2254 1.2251
deducting non-recurring profit or loss
