Report for the Third Quarter of 2009-Chiwan Wharf 1 Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No. 2009-035 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED REPORT FOR THE THIRD QUARTER OF 2009 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) hereby confirm that there exists no omission, misstatement, or misleading information in this report, and accept, individually and collectively, the responsibility for the correctness, accuracy and completeness of the contents of this report. 1.2 All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report. 1.3 Due to business reason, Director and General Manager Zheng Shaoping did not attend the Seventh special session of the Sixth Board of Directors in 2009, at which this report was reviewed and approved. Mr. Zheng Shaoping has given his consents to the full contents of this report, and appointed Director Yuan Yuhui, as his proxy to attend and speak at the meeting on his behalf. 1.4 This quarterly Financial Statements was un-audited. 1.5 Chairman of the Board Ms. Wang Fen, as well as Chief Financial Officer Mr. Zhang Jianguo hereby confirm that the Financial Statements in this report is true and complete. §2 Company Profile 2.1 Main accounting data and financial highlights Unit: RMB As at 30 Sep. 2009 As at 31 Dec. 2008 +/- (%) Total assets 5,165,527,116.00 5,153,728,048.00 0.23% Total equity attributable to equity holders of the Company 2,755,941,796.00 2,755,264,347.00 0.02% Share capital 644,763,730.00 644,763,730.00 0.00% Net assets per share attributable to equity holders of the Company 4.274 4.273 0.02% Jul. – Sep. 2009 To corresponding period of 2008 (%) Jan.- Sep. 2009 To corresponding period of 2008 (%) Revenue 383,070,887.00 -26.92% 1,097,429,027.00 -26.85% Net profit attributable to equity holders of the Company 122,554,875.00 -27.14% 322,699,314.00 -35.35% Net cash flows arising from operating activities - - 466,532,696.00 -44.52% Net cash flows per share arising from operating activities - - 0.724 -44.48% Basic earnings per share 0.190 -27.20% 0.500 -35.40% Diluted earnings per share 0.190 -27.20% 0.500 -35.40% Return on equity 4.45% -30.36% 11.71% -38.24% Return on equity after extraordinary gains and losses items 4.39% -31.19% 11.43% -39.78%Report for the Third Quarter of 2009-Chiwan Wharf 2 Items of extraordinary gains and losses Unit: RMB Items Jan. – Sep. 2009 The accompanying notes Net gains/(losses) on disposal of non-current assets 8,902,734.00 Non-operating income /(expense)- net 1,079,148.00 Tax effects on extraordinary gains and losses -1,894,505.00 Minority interests on extraordinary gains and losses -392,803.00 Total 7,694,574.00 2.2 Total number of shareholders and shares held by top ten shareholders holding shares not subject to trading moratorium as at the end of reporting period Unit: share Total number of shareholders 38,562 shareholders, of which 30,266 were shareholders holding A-shares and 8,296 holding B-shares Top ten shareholders holding shares not subject to trading moratorium Name of shareholders Number of tradable shares held at the end of reporting period Type of shares (A, B, H or other shares) CHINA NANSHAN DEVELOPMENT (GROUP) INC. 370,802,900 A shares CHINA MERCHANTS SECURITIES (HK) CO., LTD. 50,973,894 B shares CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 30,150,692 B shares BANK OF NEW YORK-MATTHEWS PACIFIC TIGER FUND 10,165,221 B shares NATIONAL SOCIAL SECURITY FUND 102 COMBINATION 8,503,724 A shares GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 7,521,592 B shares PLATINUM ASIA FUND 6,051,207 B shares MIRAE ASSET ASIA PACIFIC INFRA SECTOR EQTY INVSTMT TRS 1 3,737,421 B shares GSIC A/C MONETARY AUTHORITY OF SINGAPORE 3,241,876 B shares BBH BOS S/A MTB JP RE PCA ASIA OCEANIA H DIV EQ M FUND 3,015,249 B shares §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes. √Applicable □Non-applicable Items As at 30 Sep. 2009 As at 31 Dec. 2008 +/-(%) Accounts receivable 264,636,974 145,675,880 81.66% Construction in progress 453,947,263 301,348,064 50.64% ● Increases of accounts receivable are due to the agreement with some clients about extending the payoff period in 2009; ● Increases of construction in progress are resulted from continuous investments in Machong Port and the projects of converting diesel-powered RTG engines into electric ones.Report for the Third Quarter of 2009-Chiwan Wharf 3 Items Jul. – Sep. 2009 Jul. – Sep. 2008 +/- (%) Jan. – Sep. 2009 Jan. – Sep. 2008 +/- (%) Investment income 21,387,181 30,286,127 -29.38% 52,594,673 81,852,837 -35.74% Minority interest 51,692,414 84,683,509 -38.96% 142,818,921 237,266,914 -39.81% ● Investment income decreased due to the decrease in net profit of associate companies with throughput falling down; ● Minority interest decrease since net profits of holding subsidiary dropped. Items Jan. – Sep. 2009 Jan. – Sep. 2008 +/- (%) Cash received from rendering of services 988,677,004 1,475,695,261 -33.00% Cash received from returns on investments 11,020,550 142,068,566 -92.24% Net cash received from disposals of fixed assets, intangible assets and other long-term assets 22,950,230 5,118,690 348.36% Cash paid relating to other investing activities - 40,000,000 -100.00% Cash received from borrowings 821,040,000 1,224,820,000 -32.97% Cash repayments of borrowings 689,040,000 1,571,494,000 -56.15% ● Cash received from rendering of services decreased due to drop of throughput and extension of the payoff period of some clients; ● Cash received from returns on investments decreased since the company received dividends from Media Port Investment Ltd. at the same period in 2008, while none for this year; ● Net cash received from disposals of fixed assets, intangible assets and other long-term assets were increased since Shenzhen Chiwan Transportation Company Ltd. sold assets related to the container highway transportation business to Shenzhen Chiwan Oriental Logistics Company Ltd.; ● Decreases of cash paid relating to other investing activies are due to the additional investments in China Merchants Maritime& Logistics (Shenzhen)Ltd. at the same period in 2008, while none for this year; ● Decreases of cash received from borrowings are due to the extension of the average loan duration; ● Decreases of cash repayments of borrowings are due to the return of loans for proposed projects at the same period in 2008, while none for this year. 3.2 Process of significant events. □Applicable √Non-applicable 3.3 Special commitments made by the company and its shareholders □Applicable √Non-applicable 3.4 Reason of expected possible significant changes in net profit for this reporting year compared with last year □Applicable √Non-applicable 3.5 Other significant events During the reporting period, the Company has not provided fund for controlling shareholders or its related parties, or supplied external guarantees against the regulations.Report for the Third Quarter of 2009-Chiwan Wharf 4 3.5.1 Particulars about meetings with investors in the reporting period Type Way Time Location Investor Topics discussed and information provided Ping An Securities’ conference Promotional July 2009 Beijing Clients of Ping An Securities activities launched by security firms Goldman Sachs ’ conference July 2009 HK Clients of Goldman Sachs July 2009 CITIC Securities Co., ltd., BNP Paribas equities ( Asia ) limited, Edmond de Rothschild asset management Hong Kong ltd., Founder securities co., ltd. August 2009 Hamon Asset Management Ltd, China asset management(hongkong) limited, RCM Asia pacific limited, UBS global asset management (hongkong) ltd, BNP Paribas equities(Asia)limited, BNP paribas securities(Asia)limited, Comgest Far East Limited, Minsheng royal fund management co., ltd., XA SPDB Investment Management Co., Ltd., AIG Huatai Fund Management Co., Ltd., IRST STATE CINDA Fund Management Co., Ltd., FORTIS HAITONG Investment Management Co., Ltd., CCB Principal Asset Management Co., Ltd., ABN AMRO TEDA fund management Co., ltd., SYWG Research Co., LTD., CRTZ Asset management Co., ltd., Shenzhen Cowin Investment Co., Ltd., Sumitomo Mitsui Asset Management Company, Limited, Toyo Securities Co., Ltd., SMC China Fund, Shenyin & Wanguo Securities Co., Ltd. Receiving visits from investors Oral interview, Telephone conference September 2009 Conference room of the Company China Southern Fund Management Co., ltd., Bank of Communications Schroder Fund Management Co., Ltd., Gartmore Investment, Donghai Securities Co., Ltd., Guodu Securities Co., Ltd., CITIC Securities Co., Ltd, Southwest Securities Co., Ltd., China Alpha Investment Management Limited, China Life Asset Management Company Limited, Shenzhen Sunshine Fund Management Co., Ltd., Wanlian Securities, South China Investment Management Co., Ltd., HYS Investment Consultants, China Merchants Securities, China Merchants Funds, Bank of China Investment, Harvest Fund Management Co., ltd., China Southern Fund Management Co., ltd., Industrial Securities Co., Ltd., Harfor Fund Management Co., Ltd., China International Capital Corporation Limited, Green Finance Investment Developing Co., Ltd., Ping An Securities company ltd., Galaxy asset Management Co., Ltd., China Universal Asset Management Co., Kylin Management LLC, Fidelity Management & Research Company, Pure Heart Asset Management Co., Ltd., China Ping An Trust & Investment Co., Ltd., GENESIS CO., LTD., Morgen Stanley Asia Limited, Invesco Hong Kong Limited, Goldman Sachs(Asia)L.L.C. Basic information of operations and investments of the Company and the financial status of the Company Information provided: Brochure of the Company 3.6 Derivatives investment □Applicable √Non-applicable 3.6.1 Derivatives held as at the end of the report period □Applicable √Non-applicableReport for the Third Quarter of 2009-Chiwan Wharf 5 §4 Appendix(See Attachment) 4.1 Balance Sheet 4.2 Income Statement in the report period 4.3 Income Statement from year-begin to the end of report period 4.4 Cash Flow Statement 4.5 Report of the auditor's Opinion of the auditor’s: Un-audited For and on behalf of the Board Wang Fen Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 30th October, 2009Report for the Third Quarter of 2009-Chiwan Wharf 6 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] 30-Sep-09 31-Dec-08 30-Sep-09 31-Dec-08 ASSETS The Group The Group The Company The Company Current assets Cash at bank and on hand 474,833,677 641,475,910 248,895,813 298,644,660 Notes receivable - 7,846,264 - 7,846,264 Dividends receivable - - - 404,741,735 Accounts receivable 264,636,974 145,675,880 17,406,495 11,338,751 Advances to suppliers 8,611,116 10,336,323 466,605 111,253 Interests receivable 185,250 454,878 6,933,420 5,277,795 Other receivables 21,096,529 10,180,699 381,676,180 132,957,981 Inventories 27,391,156 27,808,298 1,186,292 837,989 Total current assets 796,754,702 843,778,252 656,564,805 861,756,428 Non-current assets Available-for-sale financial assets 5,890,000 5,440,000 5,890,000 5,440,000 Long-term receivables 184,039,141 184,039,141 11,004,304 164,228,079 Long-term equity investments 326,159,314 282,844,083 841,906,053 853,904,176 Investment properties 28,383,292 29,048,953 20,372,423 20,860,490 Fixed assets 2,123,757,158 2,261,881,360 173,255,819 184,480,910 Construction in progress 453,947,263 301,348,064 244,129 168,540 Disposal of fixed assets 375,897 - 135,830 - Intangible assets 1,081,002,290 1,075,111,068 71,474,516 73,752,628 Goodwill 10,858,898 10,858,898 - - Long-term prepaid expenses 67,644,199 67,625,291 5,615,220 5,818,207 Long-term prepayment 58,772,833 58,772,833 - - Deferred tax assets 27,942,129 32,980,105 9,329,706 12,635,845 Total non-current assets 4,368,772,414 4,309,949,796 1,139,228,000 1,321,288,875 TOTAL ASSETS 5,165,527,116 5,153,728,048 1,795,792,805 2,183,045,303Report for the Third Quarter of 2009-Chiwan Wharf 7 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2009(CONTINUED) (All amounts in RMB unless otherwise stated) [English translation for reference only] LIABILITIES AND 30-Sep-09 31-Dec-08 30-Sep-09 31-Dec-08 OWNERS’ EQUITY The Group The Group The Company The Company Current liabilities Short-term borrowings 909,040,000 829,840,000 143,440,000 178,640,000 Notes payable 16,110,870 8,681,000 - - Accounts payable 48,551,704 58,507,695 9,266,644 13,231,145 Advances from customers 7,709,531 650,306 6,137,322 16,388 Employee benefits payable 23,713,222 39,286,759 17,993,012 21,825,885 Dividends payable - 271,365,815 - - Taxes payable 37,074,674 27,885,431 (7,165,542) 1,448,453 Interests payable - 4,864,951 107,925 2,909,946 Other payables 127,428,542 104,635,820 119,098,195 209,280,593 Deferred revenue 4,951,750 4,951,750 - - Total current liabilities 1,174,580,293 1,350,669,527 288,877,556 427,352,410 Non-current liabilities Long-term borrowings 457,600,000 404,800,000 220,000,000 132,000,000 Deferred revenue 66,023,332 69,737,144 - - Deferred tax liabilities 954,000 864,000 954,000 864,000 Total non-current liabilities 524,577,332 475,401,144 220,954,000 132,864,000 Total liabilities 1,699,157,625 1,826,070,671 509,831,556 560,216,410 Owners' equity Paid-in capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 144,530,555 144,170,555 153,726,828 153,366,828 Surplus reserve 355,134,736 355,134,736 355,134,736 355,134,736 Undistributed profits 1,624,862,666 1,624,545,217 132,335,955 469,563,599 Foreign exchange translation differences (13,349,891) (13,349,891) - - Total equity attributable to equity holders of the Company 2,755,941,796 2,755,264,347 1,285,961,249 1,622,828,893 Minority interest 710,427,695 572,393,030 - - Total owners' equity 3,466,369,491 3,327,657,377 1,285,961,249 1,622,828,893 TOTAL LIABILITIES AND OWNERS’ EQUITY 5,165,527,116 5,153,728,048 1,795,792,805 2,183,045,303Report for the Third Quarter of 2009-Chiwan Wharf 8 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENT IN THE REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jul.- Sep. 2009 Jul.- Sep. 2008 Items The Group The Company The Group The Company Revenue 383,070,887 35,543,760 524,181,377 50,232,603 Including: Revenue 383,070,887 35,543,760 524,181,377 50,232,603 Total cost (209,547,412) (47,777,729) (277,919,316) (58,707,287) Less: cost (164,925,105) (30,546,239) (215,588,768) (36,478,927) Tax and levies on operations (13,311,725) (1,351,669) (17,795,535) (1,747,401) General and administrative expenses (32,505,382) (14,994,834) (31,985,268) (9,553,728) Finance income/(expenses) – net 1,194,800 (884,987) (12,549,745) (10,927,231) Asset impairment losses - - - - Changes of fair value - - - - Add: Investment income 21,387,181 3,895,822 30,286,127 1,932,673 Including: Share of profit of associates 21,387,181 (599,901) 30,286,127 997,457 Operating profit 194,910,656 (8,338,147) 276,548,188 (6,542,011) Add: Non-operating income 2,598,591 401,336 549,290 6,800 Less: Non-operating expenses (102,568) (5,000) (356,904) (55,000) Including: Loss on disposals of non-current assets (24,769) - (12,518) - Total profit 197,406,679 (7,941,811) 276,740,574 (6,590,211) Less: Income tax (expenses)/income (23,159,390) 285,462 (23,850,998) 1,365,780 Net profit 174,247,289 (7,656,349) 252,889,576 (5,224,431) Attributable to equity holders of the Company 122,554,875 168,206,067 Minority interest 51,692,414 84,683,509 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.190 0.261 Diluted earnings per share 0.190 0.261 Comprehensive income (368,000) (368,000) (14,423,538) (508,400) Total Comprehensive income 173,879,289 (8,024,349) 238,466,038 (5,732,831) Attributable to equity holders of the Company 122,186,875 160,044,341 Minority interest 51,692,414 78,421,697Report for the Third Quarter of 2009-Chiwan Wharf 9 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENT FROM YEAR-BEGIN TO END OF REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.- Sep. 2009 Jan.- Sep. 2008 Items The Group The company The Group The company Revenue 1,097,429,027 94,942,687 1,500,161,828 154,235,047 Including: Revenue 1,097,429,027 94,942,687 1,500,161,828 154,235,047 Total cost (635,084,265) (127,890,604) (775,899,124) (163,070,171) Less: cost (506,629,288) (90,304,413) (599,518,616) (105,108,297) Tax and levies on operations (38,178,342) (3,498,127) (51,520,541) (5,189,135) Sales expense - - - - General and administrative expenses (81,584,183) (32,332,347) (97,244,774) (34,471,433) Finance income/(expenses) – net (9,343,988) (2,407,253) (27,615,193) (18,301,306) Asset impairment losses 651,536 651,536 - - Add: Investment income 52,594,673 13,422,141 81,852,837 34,634,869 Including: Share of profit of associates 47,065,231 (3,748,123) 81,852,837 (2,586,569) Operating profit 514,939,435 (19,525,776) 806,115,541 25,799,745 Add: Non-operating income 10,434,874 461,177 1,043,208 22,576 Less: Non-operating expenses (452,991) (242,621) (1,967,399) (714,462) Including: Loss on disposals of non-current assets (122,628) (29,907) (770,666) (425,122) Total profit 524,921,318 (19,307,220) 805,191,350 25,107,859 Less: Income tax (expenses)/income (59,403,083) 4,461,441 (68,754,164) 573,945 Net profit 465,518,235 (14,845,779) 736,437,186 25,681,804 Attributable to equity holders of the Company 322,699,314 499,170,272 Minority interest 142,818,921 237,266,914 Earnings per share (attributable to equity holders of the Company) Basic earnings per share 0.500 0.774 Diluted earnings per share 0.500 0.774 Comprehensive income 360,000 360,000 (24,862,646) (4,190,200) Total Comprehensive income 465,878,235 (14,485,779) 711,574,540 21,491,604 Attributable to equity holders of the Company 323,059,314 483,610,227 Minority interest 142,818,921 227,964,313Report for the Third Quarter of 2009-Chiwan Wharf 10 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED CASH FLOW STATEMENT FROM YEAR-BEGIN TO END OF REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.- Sep. 2009 Jan.- Sep.2008 Jan.- Sep. 2009 Jan.- Sep. 2008 Items The Group The Group The company The company 1. Cash flows from operating activities Cash received from rendering of services 988,677,004 1,475,695,261 98,290,947 131,895,367 Refund of taxes and levies 71,864 - - - Cash received relating to other operating activities 27,141,415 54,381,303 5,981,150 26,049,117 Sub-total of cash inflows 1,015,890,283 1,530,076,564 104,272,097 157,944,484 Cash paid for goods and services (261,342,675) (342,941,789) (65,135,288) (70,754,555) Cash paid to and on behalf of employees (138,141,811) (164,065,610) (36,443,884) (43,611,127) Payments of taxes and levies (110,627,481) (120,891,345) (6,328,525) (5,351,901) Cash paid relating to other operating activities (39,245,620) (61,250,085) (35,626,010) (12,160,331) Sub-total of cash outflows (549,357,587) (689,148,829) (143,533,707) (131,877,914) Net cash flows from operating activities 466,532,696 840,927,735 (39,261,610) 26,066,570 2. Cash flows from investing activities Cash received from disposals of investments - - 408,041,327 134,000,000 Cash received from returns on investments 11,020,550 142,068,566 380,810,525 402,645,144 Net cash received from disposals of fixed assets, intangible assets 22,950,230 5,118,690 839,160 530,000 Net cash received from disposals of subsidiary or other operating units 1,961,995 - 2,458,847 - Sub-total of cash inflows 35,932,775 147,187,256 792,149,859 537,175,144 Cash paid to purchase fixed assets, intangible assets and other long-term assets (202,572,087) (205,732,115) (4,089,023) (7,769,977) Cash paid relating to others investing activities - (40,000,000) (521,017,552) (238,023,511) Sub-total of cash outflows (202,572,087) (245,732,115) (525,106,575) (245,793,488) Net cash flows from investing activities (166,639,312) (98,544,859) 267,043,284 291,381,656 3. Cash flows from financing activities Cash received from borrowings 821,040,000 1,224,820,000 319,440,000 331,820,000 Sub-total of cash inflows 821,040,000 1,224,820,000 319,440,000 331,820,000 Cash repayments of borrowings (689,040,000) (1,571,494,000) (266,640,000) (601,160,000) Cash payments for interest expenses and distribution of dividends or profits (598,359,617) (769,209,815) (330,330,521) (450,030,550) Cash paid relating to other financing activities (176,000) - - - Sub-total of cash outflows (1,287,575,617) (2,340,703,815) (596,970,521) (1,051,190,550) Net cash flows from financing activities (466,535,617) (1,115,883,815) (277,530,521) (719,370,550) 4. Effect of foreign exchange rate changes on cash and cash equivalents - - - - 5. Net increase in cash and cash equivalents (166,642,233) (373,500,939) (49,748,847) (401,922,324) Add: Cash and cash equivalents at beginning of year 641,475,910 781,587,534 298,644,660 570,266,835 6. Cash and cash equivalent at end of year 474,833,677 408,086,595 248,895,813 168,344,511