Report for the Third Quarter of 2010-Chiwan Wharf Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No.2010-029 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED REPORT FOR THE THIRD 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 ninth 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 30 Sep.2010 As at 31 Dec.2009 +/-(%) Total assets 6,147,008,258.00 5,527,873,569.00 11.20% Total equity attributable to equity holders of the Company 3,123,454,651.00 2,852,982,756.00 9.48% Shares capital 644,763,730.00 644,763,730.00 0.00% Net assets per share attributable to equity holders of the Company 4.844 4.425 9.47% Jul.-Sep.2010 To corresponding period of 2009(%) Jan.-Sep.2010 To corresponding period of 2009(%) Revenue 473,141,532.00 23.51% 1,306,903,417.00 19.09% Net profit attributable to equity holders of the Company 171,149,943.00 39.65% 480,113,425.00 48.78% Net cash flows from operating activities - - 632,091,777.00 35.49% Net cash flows per share from operating activities - - 0.980 35.36% Basic earnings per share 0.265 39.47% 0.745 49.00% Diluted earnings per share 0.265 39.47% 0.745 49.00% Weighted average return on equity(%) 5.63% 23.74% 15.88% 36.43% Weighted average return on equity after extraordinary gain and losses(%) 5.63% 25.95% 15.82% 39.26% 1Report for the Third Quarter of 2010-Chiwan Wharf Items of extraordinary gains and losses Amount Net gains on disposal of non-current assets 350,741.00 Government grants in current year profit 1,544,690.00 Other non-operating income/(expense),net 181,083.00 Tax effects (522,061.00) Minority interests effects(after tax) 292,030.00 Total 1,846,483.00 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 36,578 shareholders ,among which 28,707being shareholders of A shares and7,871being 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, Hor 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 37,347,061 B shares BANK OF NEW YORK-MATTHEWS PACIFIC TIGER FUND 11,949,117 B shares GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 7,610,114 B shares NATIONAL SOCIAL SECURITY FUND 102 PORTFOLIO 6,500,000 A shares PLATINUM ASIA FUND 4,528,991 B shares MIRAE ASSET ASIA PACIFIC INFRA SECTOR EQTY INVSTMT TRS 1 3,576,544 B shares GSIC A/C MONETARY AUTHORITY OF SINGAPORE 3,343,364 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 30-Sep-2010 31-Dec-2009 +/-(%) Long-term equity investments 1,122,764,382 346,061,938 224.44% Short-term borrowings 1,240,080,000 777,040,000 59.59% Minority interest 752,677,978 567,608,774 32.61% 冘 Long-term equity investments increased mainly because of the new investment project; 冘 Short-term borrowings increased due to funds raised for investment projects; 冘 Minority interest increased since net profits of holding subsidiary increased. 2Report for the Third Quarter of 2010-Chiwan Wharf Jul.-Sep.2010 Jul.-Sep.2009 +/-(%) Jan.-Sep.2010 Jan.-Sep.2009 +/-(%) Invest income 36,940,353 21,387,181 72.72% 121,357,144 52,594,673 130.74% Income tax (expenses)/income (39,309,280) (23,159,390) 69.73% (105,248,401) (59,403,083) 77.18% 冘 Invest income increased significantly due to the following reasons: a. Partial equities of associate companies was sold, while there was no such case in the same period of last year; b. Business volume of associate companies increased, so did their profits; 冘 Income tax (expenses)/income increased mainly because income tax rate of this year increased and favorite policy for income tax of some berths expired. Jul.-Sep.2010 Jan.-Sep.2009 +/-(%) Payments of the taxes and levies (188,140,591) (110,627,481) 70.07% Cash received from disposals of investments 146,653,951 - Cash repayments of borrowings (319,440,000) (689,040,000) -53.64% Cash payments for interest expenses and distribution of dividends or profits (396,134,877) (598,359,617) -33.80% 冘 Reason for increasing of payments of the taxes and levies is the same as above; 冘 Cash received from disposals of investments increased due to the following reasons : a. Partial equities of associate companies was sold; b. Loans to associates were repaid; 冘 Cash repayments of borrowings decreased because the loan that is due decreased; 冘 Cash payments for interest expenses and distribution of dividends or profits decreased because cash dividends for 2009 reduced. 3.2 Progress of significant events, as well as analysis on their influence and solutions 3.2.1 Non-standard audit opinion □Applicable √Non-applicable 3.2.2 The Company provides funds to the controlling shareholder or its related parties or provides guarantees to external parties in violation of prescribed procedures. □Applicable √Non-applicable 3.2.3 Signing and execution of significant contracts concerning routine operation √Applicable □Non-applicable The fourth special session of the Sixth Board of Directors in 2010 of the Company was convened on 11 May 2010, at which the Report on Investing in Laizhou Port was reviewed and approved unanimously. And the relevant agreements and legal documents were signed in Hong Kong, China, in the afternoon of the same day. According to the said agreements, the Company subscribed capital and held 40% shares in China Overseas Harbour Affairs (Laizhou) Co., Ltd. at the price of RMB 749,655,300. The said investment event did not form a related-party transaction and was already disclosed on Securities Times, Ta Kung Pao and http://www.cninfo.com.cn on 12 May 2010. The Company has paid up all the above-mentioned capital according to the said agreements by 25 Aug. 2010. 3Report for the Third Quarter of 2010-Chiwan Wharf 3.2.4 Others □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 July,2010 One-on-one meeting AJ Securities Co.,Ltd, Tufton Oceanic far east limited, First Shanghai Venture Capital Management Co., Ltd., China international capital corporation limited, Invesco great wall fund management Co., Ltd., Harvest Fund Management Co.,Ltd One-on-one meeting SWS research Co., Ltd Everbright Securities Co., Ltd Receiving visits from investors Sep,2010 Conference room of the Company Conference call Templeton Emerging Markets Topics discussed: 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-applicable 4Report for the Third Quarter of 2010-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 29th October, 2010Report for the Third Quarter of 2010-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET FOR THE MONTH ENDED 30 SEPTEMBER 2010 (All amounts in Rmb unless otherwise stated) [English translation for reference only] 30-Sep-10 31-Dec-09 30-Sep-10 31-Dec-09 ASSETS The Group The Group The Company The Company Current assets Cash at bank and on hand 724,161,591 741,096,267 224,052,730 453,407,958 Accounts receivable 255,516,053 209,177,364 13,443,066 9,860,135 Advances to suppliers 3,334,270 2,575,752 511,460 667,000 Interests receivable - 384,750 50,657 389,807 Dividends receivable - - - 268,588,679 Other receivables 11,775,542 21,760,241 375,910,791 360,320,056 Inventories 23,791,626 25,616,306 1,192,699 1,094,881 Total current assets 1,018,579,082 1,000,610,680 615,161,403 1,094,328,516 Non-current assets Available-for-sale financial assets 7,020,000 7,140,000 7,020,000 7,140,000 Long-term receivables 55,383,648 108,037,599 11,004,304 11,004,304 Long-term equity investments 1,122,764,382 346,061,938 1,579,538,838 861,060,047 Investment properties 28,174,182 28,854,510 19,721,667 20,209,734 Fixed assets 2,149,669,347 2,209,046,448 161,628,903 169,912,242 Construction in progress 554,306,615 575,630,562 821,290 827,356 Disposal of fixed assets 113,134 - 113,134 - Intangible assets 1,043,871,035 1,071,933,095 68,443,884 70,715,345 Goodwill 10,858,898 10,858,898 - - Long-term prepaid expenses 65,057,389 66,638,726 5,344,571 5,547,558 Deferred tax assets 32,437,713 44,288,280 10,149,371 20,457,200 Other non-current assets 58,772,833 58,772,833 - - Total non-current assets 5,128,429,176 4,527,262,889 1,863,785,962 1,166,873,786 TOTAL ASSETS 6,147,008,258 5,527,873,569 2,478,947,365 2,261,202,302 6Report for the Third Quarter of 2010-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET FOR THE MONTH ENDED 30 SEPTEMBER 2010 (All amounts in Rmb unless otherwise stated) [English translation for reference only] LIABILITIES AND 30-Sep-10 31-Dec-09 30-Sep-10 31-Dec-09 OWNERS’ EQUITY The Group The Group The Company The Company Current liabilities Short-term borrowings 1,240,080,000 777,040,000 483,440,000 143,440,000 Notes payable 3,111,750 20,466,600 - - Accounts payable 205,693,672 227,293,714 12,123,700 12,113,749 Advances from customers 7,821,395 5,057,162 4,821,365 3,281,709 Employee benefits payable 18,523,963 43,145,231 11,447,580 26,443,239 Taxes payable 36,468,351 79,069,847 (5,231,655) 775,935 Interests payable 2,057,383 492,546 818,363 592,370 Dividends payable - 171,889,814 - - Other payables 117,797,784 122,165,581 339,369,956 267,187,595 Current portion of non-current liabilities 286,551,750 172,151,750 132,000,000 - Total current liabilities 1,918,106,048 1,618,772,245 978,789,309 453,834,597 Non-current liabilities Long-term borrowings 290,400,000 422,400,000 88,000,000 220,000,000 Deferred tax liabilities 1,298,000 1,324,400 1,298,000 1,324,400 Other non-current liabilities 61,071,581 64,785,394 - - Total non-current liabilities 352,769,581 488,509,794 89,298,000 221,324,400 Total liabilities 2,270,875,629 2,107,282,039 1,068,087,309 675,158,997 Owners' equity Paid-in capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 145,316,555 145,410,155 154,512,828 154,606,428 Surplus reserve 383,570,404 355,134,736 383,570,404 355,134,736 Undistributed profits 1,963,157,741 1,721,028,196 228,013,094 431,538,411 Foreign exchange translation difference (13,353,779) (13,354,061) - - Total equity attributable to equity holders of the Company 3,123,454,651 2,852,982,756 1,410,860,056 1,586,043,305 Minority interest 752,677,978 567,608,774 - - Total owners' equity 3,876,132,629 3,420,591,530 1,410,860,056 1,586,043,305 TOTAL LIABILITIES AND OWNERS’ EQUITY 6,147,008,258 5,527,873,569 2,478,947,365 2,261,202,302 7Report for the Third Quarter of 2010-Chiwan Wharf 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. 2010 Jul.-Sep. 2009 Items The Group The Company The Group The Company Revenue 473,141,532 42,483,244 383,070,887 35,543,760 Less: cost of sales (180,091,273) (28,163,396) (164,925,105) (30,546,239) Tax and levies on operations (17,189,444) (1,658,784) (13,311,725) (1,351,669) General and administrative expenses (27,224,306) (9,021,911) (32,505,382) (14,994,834) Finance income/(expenses) – net (8,310,267) (2,361,121) 1,194,800 (884,987) Asset impairment reversals /(losses) - - - - Add: Investment income 36,940,353 8,773,736 21,387,181 3,895,822 Including: Share of results of associates 36,940,353 5,116,806 21,387,181 (599,901) Operating profit 277,266,595 10,051,768 194,910,656 (8,338,147) Add: Non-operating income 1,863,127 482,630 2,598,591 401,336 Less: Non-operating expenses (2,150,428) (22,682) (102,568) (5,000) Including: Loss on disposals of non-current assets (2,079,971) - (24,769) - Total profit 276,979,294 10,511,716 197,406,679 (7,941,811) Less: Income tax (expenses) /income (39,309,280) (2,084,565) (23,159,390) 285,462 Net profit 237,670,014 8,427,151 174,247,289 (7,656,349) Attributable to equity holders of the Company 171,149,943 122,554,875 Minority interest 66,520,071 51,692,414 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.265 0.190 Diluted earnings per share 0.265 0.190 Comprehensive income 725,400 725,400 (368,000) (368,000) Total Comprehensive income 238,395,414 9,152,551 173,879,289 (8,024,349) Attributable to equity holders of the Company 171,875,343 122,186,875 Minority interest 66,520,071 51,692,414 8Report for the Third Quarter of 2010-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED 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. 2010 Jan.-Sep. 2009 Items The Group The company The Group The company Revenue 1,306,903,417 126,451,382 1,097,429,027 94,942,687 Less: cost of sales (516,981,363) (91,091,215) (506,629,288) (90,304,413) Tax and levies on operations (47,086,764) (4,814,758) (38,178,342) (3,498,127) General and administrative expenses (82,611,953) (28,899,832) (81,584,183) (32,332,347) Finance income/(expenses) – net (13,225,967) (5,282,002) (9,343,988) (2,407,253) Asset impairment reversals /(losses) - - 651,536 651,536 Add: Investment income 121,357,144 41,680,567 52,594,673 13,422,141 Including: Share of results of associates 121,047,144 32,823,491 47,065,231 (3,748,123) Operating profit 768,354,514 38,044,142 514,939,435 (19,525,776) Add: Non-operating income 4,332,301 834,675 10,434,874 461,177 Less: Non-operating expenses (2,255,785) (40,621) (452,991) (242,621) Including: Loss on disposals of non-current assets (2,137,429) (12,939) (122,628) (29,907) Total profit 770,431,030 38,838,196 524,921,318 (19,307,220) Less: Income tax (expenses)/income (105,248,401) (4,379,633) (59,403,083) 4,461,441 Net profit 665,182,629 34,458,563 465,518,235 (14,845,779) Attributable to equity holders of the Company 480,113,425 322,699,314 Minority interest 185,069,204 142,818,921 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.745 0.500 Diluted earnings per share 0.745 0.500 Comprehensive income (93,318) (93,600) 360,000 360,000 Total Comprehensive income 665,089,311 34,364,963 465,878,235 (14,485,779) Attributable to equity holders of the Company 480,020,107 323,059,314 Minority interest 185,069,204 142,818,921 9Report for the Third Quarter of 2010-Chiwan Wharf 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. 2010 Jan.-Sep. 2009 Jan.-Sep.2010 Jan.-Sep. 2009 Items The Group The Group The company The company 1. Cash flows from operating activities Cash received from rendering of services 1,255,220,500 988,677,004 123,334,144 98,290,947 Refund of taxes and levies - 71,864 - - Cash received relating to other operating activities 16,197,938 27,141,415 369,699,724 5,981,150 Sub-total of cash inflows 1,271,418,438 1,015,890,283 493,033,868 104,272,097 Cash paid for goods and services (258,659,665) (261,342,675) (66,427,851) (65,135,288) Cash paid to and on behalf of employees (152,885,776) (138,141,811) (41,538,002) (36,443,884) Payments of taxes and levies (188,140,591) (110,627,481) (6,585,255) (6,328,525) Cash paid relating to other operating activities (39,640,629) (39,245,620) (316,969,550) (35,626,010) Sub-total of cash outflows (639,326,661) (549,357,587) (431,520,658) (143,533,707) Net cash flows from operating activities 632,091,777 466,532,696 61,513,210 (39,261,610) 2. Cash flows from investing activities Cash received from disposals of investments 146,653,951 - 94,000,000 408,041,327 Cash received from returns on investments 310,000 11,020,550 277,241,892 380,810,525 Net cash received from disposals of fixed assets, intangible assets 11,623,449 22,950,230 915,341 839,160 Net cash received from disposals of subsidiary or other operating units - 1,961,995 - 2,458,847 Sub-total of cash inflows 158,587,400 35,932,775 372,157,233 792,149,859 Cash paid to purchase fixed assets, intangible assets and other long-term assets (106,261,991) (202,572,087) (3,823,003) (4,089,023) Cash paid relating to others investing activities (749,655,300) - (779,655,300) (521,017,552) Sub-total of cash outflows (855,917,291) (202,572,087) (783,478,303) (525,106,575) Net cash flows from investing activities (697,329,891) (166,639,312) (411,321,070) 267,043,284 3. Cash flows from financing activities Cash received from borrowings 764,880,000 821,040,000 483,440,000 319,440,000 Sub-total of cash inflows 764,880,000 821,040,000 483,440,000 319,440,000 Cash repayments of borrowings (319,440,000) (689,040,000) (143,440,000) (266,640,000) Cash payments for interest expenses and distribution of dividends or profits (396,134,877) (598,359,617) (218,545,683) (330,330,521) Cash paid relating to other financing activities (1,001,685) (176,000) (1,001,685) - Sub-total of cash outflows (716,576,562) (1,287,575,617) (362,987,368) (596,970,521) Net cash flows from financing activities 48,303,438 (466,535,617) 120,452,632 (277,530,521) 4. Effect of foreign exchange rate changes on cash and cash equivalents - - - - 5. Net (decrease)/increase in cash and cash equivalents (16,934,676) (166,642,233) (229,355,228) (49,748,847) 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 724,161,591 474,833,677 224,052,730 248,895,813 10