Report for the First Quarter of 2010-Chiwan Wharf 1 Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No.2010-011 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED REPORT FOR THE FIRST QUARTER OF 2010 §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 All directors attended the third special session of the Sixth Board of Directors in 2010, at which this Report was reviewed. 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 and Deputy Financial Manager Mr. Gao Limin hereby confirm that the Financial Statements in this report is true and complete. 1.6 This report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. §2 Company Profile 2.1 Main accounting data and financial highlights Unit: RMB As at 31 Mar. 2010 As at 31 Dec. 2009 +/- (%) Total assets 5,647,028,374.00 5,527,873,569.00 2.16% Total equity attributable to equity holders of the Company 2,984,869,131.00 2,852,982,756.00 4.62% Shares capital 644,763,730.00 644,763,730.00 0.00% Net assets per share attributable to equity holders of the Company 4.629 4.425 4.61% Jan. –Mar. 2010 Jan. –Mar. 2009 +/- (%) Revenue 390,868,013.00 340,012,153.00 14.96% Net profit attributable to equity holders of the Company 131,168,775.00 93,337,912.00 40.53% Net cash flows from operating activities 153,730,137.00 169,933,994.00 -9.54% Net cash flows per share from operating activities 0.238 0.264 -9.85% Basic earnings per share 0.203 0.145 40.00% Diluted earnings per share 0.203 0.145 40.00% Weighted average return on equity (%) 4.49% 3.33% 1.16% Weighted average return on equity after extraordinary gain and losses (%) 4.49% 3.15% 1.34%Report for the First Quarter of 2010-Chiwan Wharf 2 Items of extraordinary gains and losses Amount Net gain on disposal of non-current assets (30,218.00) Government grants in current year profit 344,690.00 Other non-operating income/(expense),net 4,156.00 Tax effects (69,521.00) Minority interests effects (after tax) (2,701.00) Total 246,406.00 Explanations on items of extraordinary gains and losses: Important extraordinary gains and losses mainly refer to government subsidies received by subsidiaries. 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 35,204 shareholders ,among which 26,887 being shareholders of A shares and 8,317 being shareholders of 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) CHINA NANSHAN DEVELOPMENT (GROUP) INC. 370,802,900 A shares KEEN FIELD ENTERPRISES LIMITED 51,475,773 B shares CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 33,187,889 B shares BANK OF NEW YORK-MATTHEWS PACIFIC TIGER FUND 11,949,117 B shares NATIONAL SOCIAL SECURITY FUND 102 PORTFOLIO 8,503,724 A shares GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 6,802,860 B shares PLATINUM ASIA FUND 5,811,797 B shares INVESCO ASSET MANAGEMENT LIMITED-INVESCO PRC EQUITY FUND 3,999,979 A shares MIRAE ASSET ASIA PACIFIC INFRA SECTOR EQTY INVSTMT TRS 1 3,705,057 B shares EMPLOYEES PROVIDENT FUND 3,098,150 B shares §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes. √Applicable □Non-applicable Jan.-Mar. 2010 Jan.-Mar. 2009 +/- +/-(%) Investment income 22,628,185 14,400,805 8,227,380 57.13% Non-operating income 357,819 6,542,189 (6,184,370) -94.53% Income tax expenses (31,651,241) (17,929,374) (13,721,867) 76.53% Cash paid to purchases fixed assets, intangible assets and other long-term assets (45,523,897) (28,417,867) (17,106,030) 60.19% Cash payments for interest expenses and distribution of dividends or profits (2,720,413) (9,844,604) 7,124,191 -72.37%Report for the First Quarter of 2010-Chiwan Wharf 3 .. Investment income increased over same period of last year because net profit realized by associate companies increased; .. Non-operating income decreased due to decrease of income from fixed assets disposal of subsidiaries in the reporting period; .. Income tax expenses registered a year-on-year increase mainly due to increase of the income tax rate and expiration of income tax preferential treatment on some berths in the reporting period; .. Cash paid to purchases fixed assets, intangible assets and other long-term assets registered a year-on-year increase mainly due to construction of the Machong Project; .. Cash payments for interest expenses and distribution of dividends or profits, registered a year-on-year decrease mainly because average interest rates of bank loans in foreign currencies decreased, while interest expenses decreased as a result. 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 significant changes in net profit for the first half of this year compared with last year □Applicable √Non-applicable 3.5 Other significant events 3.5.1 Securities investment □Applicable √Non-applicable 3.5.2 Particulars about meetings with investors in the reporting period Type Time Location Means Investors Topics discussed and information provided Promotional activities launched by security firms Jan,2010 Shanghai UBS Conference Clients of UBS Jan,2010 One-on-one meeting Matthews international capital management, LLC, Xiangcai Securities Co., ltd., Merrill Lynch(Asia Pacific) Ltd., First Shanghai Group, Orient Securities Co., Ltd., Essence Securities Co., Ltd., Penghua Fund Management Co., Ltd. One-on-one meeting Guotai Junan Securities, Guodu Securities Co., Ltd., Great wall fund management Co., ltd., CLSA research limited Receiving visits from investors Feb,2010 Conference room of the Company conference call Value Partners Ltd., Keywise Capital Management (HK) Limited Basic information of operations and investments of the Company and the financial status of the Company Information provided: Brochure of the Company 3.5.3 Other significant events □Applicable √Non-applicableReport for the First Quarter of 2010-Chiwan Wharf 4 3.6 Derivatives investment □Applicable √Non-applicable 3.6.1 Derivatives held as at the end of the reporting period □Applicable √Non-applicable §4 Appendix(See Attachment) 4.1 Balance Sheet 4.2 Income Statement 4.3 Cash Flow Statement 4.4 Report of the auditor's Opinion of the auditor’s: Un-audited Shenzhen Chiwan Wharf Holdings Limited Dated 30th April, 2010Report for the First Quarter of 2010-Chiwan Wharf 5 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 31 March 2010 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] ASSETS 31-Mar-10 31-Dec-09 31-Mar-10 31-Dec-09 Consolidated Consolidated Company Company Current assets Cash at bank and on hand 830,182,520 741,096,267 485,580,949 453,407,958 Notes receivable 4,700,000 - 4,700,000 - Accounts receivable 244,593,343 209,177,364 22,979,023 9,860,135 Advances to suppliers 3,070,693 2,575,752 417,000 667,000 Interest receivable 413,250 384,750 463,907 389,807 Dividends receivable - - 268,588,679 268,588,679 Other receivables 15,770,262 21,760,241 407,766,253 360,320,056 Inventories 25,662,404 25,616,306 1,187,164 1,094,881 Total current assets 1,124,392,472 1,000,610,680 1,191,682,975 1,094,328,516 Non-current assets Available-for-sale financial assets 8,060,000 7,140,000 8,060,000 7,140,000 Long-term receivables 108,037,599 108,037,599 11,004,304 11,004,304 Long-term equity investments 368,690,123 346,061,938 858,509,856 861,060,047 Investment properties 28,627,734 28,854,510 20,047,045 20,209,734 Fixed assets 2,204,930,478 2,209,046,448 167,088,236 169,912,242 Construction in progress 565,522,422 575,630,562 1,265,853 827,356 disposal of fixed assets 1,972,587 - - - Intangible assets 1,062,497,758 1,071,933,095 69,956,175 70,715,345 Goodwill 10,858,898 10,858,898 - - Long-term prepaid expenses 65,564,898 66,638,726 5,479,896 5,547,558 Deferred tax assets 39,100,572 44,288,280 16,759,430 20,457,200 Other non-current assets 58,772,833 58,772,833 - - Total non-current assets 4,522,635,902 4,527,262,889 1,158,170,795 1,166,873,786 TOTAL ASSETS 5,647,028,374 5,527,873,569 2,349,853,770 2,261,202,302Report for the First Quarter of 2010-Chiwan Wharf 6 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 31 March 2010(CONTINUED) (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] LIABILITIES AND 31-Mar-10 31-Dec-09 31-Mar-10 31-Dec-09 OWNERS'EQUITY Consolidated Consolidated Company Company Current liabilities Short-term borrowings 777,040,000 777,040,000 143,440,000 143,440,000 Notes payable 14,616,600 20,466,600 - - Accounts payable 214,168,459 227,293,714 10,289,665 12,113,749 Advances from customers 6,131,555 5,057,162 4,385,472 3,281,709 Employee benefits payable 24,308,204 43,145,231 17,315,035 26,443,239 Taxes payable 76,376,105 79,069,847 (1,338,816) 775,935 Interests payable 208,187 492,546 653,850 592,370 Dividends payable 171,889,814 171,889,814 - - Other payables 116,334,634 122,165,581 364,341,077 267,187,595 Current portion of non-current liabilities 154,551,750 172,151,750 - - Total current liabilities 1,555,625,308 1,618,772,245 539,086,283 453,834,597 Non-current liabilities Long-term borrowings 422,400,000 422,400,000 220,000,000 220,000,000 Deferred tax liabilities 1,526,800 1,324,400 1,526,800 1,324,400 Other non-current liabilities 63,547,457 64,785,394 - - Total non-current liabilities 487,474,257 488,509,794 221,526,800 221,324,400 Total liabilities 2,043,099,565 2,107,282,039 760,613,083 675,158,997 Owners' equity Share capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 146,127,755 145,410,155 155,324,028 154,606,428 Surplus reserves 355,134,736 355,134,736 355,134,736 355,134,736 Undistributed profits 1,852,196,971 1,721,028,196 434,018,193 431,538,411 Foreign exchange translation differences (13,354,061) (13,354,061) - - Total equity attributable to equity holders of the Company 2,984,869,131 2,852,982,756 1,589,240,687 1,586,043,305 Minority interests 619,059,678 567,608,774 - - Total owners' equity 3,603,928,809 3,420,591,530 1,589,240,687 1,586,043,305 TOTAL LIABILITIES AND OWNERS’ EQUITY 5,647,028,374 5,527,873,569 2,349,853,770 2,261,202,302Report for the First Quarter of 2010-Chiwan Wharf 7 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENTS FOR the Three Months Ended March 31 2010 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan-Mar 2010 Jan-Mar 2009 Jan-Mar 2010 Jan-Mar 2009 Items The Group The Group The Company The Company Revenue 390,868,013 340,012,153 42,509,736 22,377,705 Less: Cost of sales (157,847,395) (162,713,724) (27,951,282) (27,164,674) Tax and levies on operations (14,009,955) (11,713,890) (1,593,394) (837,178) General and administrative expenses (26,513,116) (25,087,497) (8,021,769) (8,645,370) Financial (expenses) /income - net (1,173,440) (6,658,242) (574,195) (1,150,393) Asset impairment reversals/(losses) - - - - Add: Investment income 22,628,185 14,400,805 (220,539) (1,146,620) Including: share of results of associates 22,628,185 14,400,805 (2,550,191) (2,386,431) Operating profit 213,952,292 148,239,605 4,148,557 (16,566,530) Add: Non-operating income 357,819 6,542,189 342,395 28,674 Less: Non-operating expenses (39,191) (216,353) (17,939) (153,209) Including: Loss on disposals of non-current assets (22,373) (44,838) (12,939) (495) Total profit 214,270,920 154,565,441 4,473,013 (16,691,065) Less: Income tax (expenses)/ income (31,651,241) (17,929,374) (1,993,231) 2,140,927 Net profit 182,619,679 136,636,067 2,479,782 (14,550,138) Attributable to equity holders of the Company 131,168,775 93,337,912 Minority interests 51,450,904 43,298,155 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.203 0.145 Diluted earnings per share 0.203 0.145 Other comprehensive income 717,600 352,000 717,600 352,000 Total comprehensive income 183,337,279 136,988,067 3,197,382 (14,198,138) Attributable to equity holders of the Company 131,886,375 93,689,912 Minority interest 51,450,904 43,298,155Report for the First Quarter of 2010-Chiwan Wharf 8 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS FOR the Three Months Ended March 31 2010 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan-Mar 2010 Jan-Mar 2009 Jan-Mar 2010 Jan-Mar 2009 Items The Group The Group The Company The Company 1. Cash flows from operating activities Cash received from rendering of services 352,741,492 337,493,614 24,906,717 34,413,911 Refund of taxes and levies - - - - Cash received relating to other operating activities 76,324 4,147,962 99,652,595 102,641,101 Sub-total of cash inflows 352,817,816 341,641,576 124,559,312 137,055,012 Cash paid for goods and services (81,377,866) (67,288,853) (22,287,478) (13,763,348) Cash paid to and on behalf of employees (54,405,787) (52,448,866) (13,501,532) (12,291,989) Payments of taxes and levies (42,140,169) (32,357,650) (2,139,587) (2,136,276) Cash paid relating to other operating activities (21,163,857) (19,612,213) (54,544,573) (1,462,636) Sub-total of cash outflows (199,087,679) (171,707,582) (92,473,170) (29,654,249) Net cash flows from operating activities 153,730,137 169,933,994 32,086,142 107,400,763 2. Cash flows from investing activities Cash received from disposals of investments 70,408,776 Cash received from returns on investments 2,329,652 9,239,811 Net cash received from disposals of fixed assets and intangible assets 1,500,000 302,365 - 30,000 Sub-total of cash inflows 1,500,000 302,365 2,329,652 79,678,587 Cash paid to purchase fixed assets, intangible assets and other long-term assets (45,523,897) (28,417,867) (873,490) (208,320) Cash paid relating to other investing activities - - - (47,408,776) Sub-total of cash outflows (45,523,897) (28,417,867) (873,490) (47,617,096) Net cash flows from investing activities (44,023,897) (28,115,502) 1,456,162 32,061,491 3. Cash flows from financing activities Cash received from borrowings - - - Sub-total of cash inflows - - - - Cash repayments of borrowings (17,600,000) (162,800,000) - (35,200,000) Cash payments for interest expenses and distribution of dividends or profits (2,720,413) (9,844,604) (1,369,313) (5,217,563) Cash paid relating to other financing activities (299,574) (176,000) - Sub-total of cash outflows (20,619,987) (172,820,604) (1,369,313) (40,417,563) Net cash flows from financing activities (20,619,987) (172,820,604) (1,369,313) (40,417,563) 4. Effect of foreign exchange rate changes on cash and cash equivalents - - - - 5. Net increase in cash and cash equivalents 89,086,253 (31,002,112) 32,172,991 99,044,691 Add: Cash and cash equivalents at beginning of year 741,096,267 641,475,910 453,407,958 298,644,660 6. Cash and cash equivalent at end of year 830,182,520 610,473,798 485,580,949 397,689,351