2011 SEMI-ANNUAL REPORT SHENZHEN CHIWAN WHARF HOLDINGS LIMITED Important Note 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 factuality, accuracy and completeness of the contents of this report. This Semi-Annual Report has been reviewed and approved at the Second Session of the Seventh Board of Directors of the Company. Director Wang Fen did not attend the meeting due to business reason and appointed Chairman of the Board Mr. Zheng Shaoping, as her proxy to attend and speak at the meeting on his behalf. Director Wang Fen has given her consents to the full contents of this semi-annual report. Chairman of the Board Mr. Zheng Shaoping, as well as Chief Financial Officer The Semi-Annual Jianguo and both English and Ms. of the Company Mr. ZhangReport is written inFinancial ManagerChinese.Ma Zhihong hereby confirm that the financial report contained herein is true and complete. In case of any discrepancy between the two versions, Chinese version prevails. The financial report contained herein has not been audited. The Semi-Annual Report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. Table of Contents PART Ⅰ COMPANY PROFILE .............................................................................................1 PART II CHANGES IN SHARE CAPITAL AND SHAREHOLDERS...............................3 PART Ⅲ DIRECTORS, SUPERVISORS & SENIOR MANAGEMENT STAFF..............4 PART Ⅳ REPORT OF THE BOARD OF DIRECTORS......................................................5 PART Ⅴ SIGNIFICANT EVENTS .........................................................................................9 PART Ⅵ FINANCIAL REPORT (SEE ATTACHED, UN-AUDITED) ............................15 PART Ⅶ DOCUMENTS AVAILABLE FOR REFERENCE .............................................15 Semi-Annual Report 2011-Chiwan Wharf PART Ⅰ COMPANY PROFILE I. Corporate Information A. Company's Name in Chinese 深圳赤湾港航股份有限公司(深赤湾) Company's Name in English Shenzhen Chiwan Wharf Holdings Limited (Chiwan Wharf) B. Legal Representative Mr. Zheng Shaoping, Chairman C. Company Secretary Ms. Pei Jiangyuan Securities Affairs Representative Ms. Hu Jingjing Address 13/F., Chiwan Petroleum Building, Shenzhen, PRC Tel +86 755 26694222 Fax +86 755 26684117 E-mail cwh@cndi.com D. Place of Registration Chiwan, Shenzhen, PRC Office address 13/F., Chiwan Petroleum Building, Chiwan, Shenzhen, PRC Postal Code 518067 E-mail address cwh@cndi.com Internet Website http://www.szcwh.com E. Newspaper for Information "Securities Times" and "Ta Kung Pao” Disclosure Website for Annual Report http://www.cninfo.com.cn Annual Report Preparation Secretariat of the Board of Directors F. Stock Exchange Shenzhen Stock Exchange Stock Short Name Chiwan Wharf A/Chiwan Wharf B Stock Code 000022/200022 G. Other information Date of Original Registration 19 July 1990 Place of Registration Chiwan, Shenzhen Business Registration Number 440301501124494 Tax Registration Number Shen-Guo-Shui-Deng-Zi No. 440300618832968 Shen-Di-Shui-Deng-Zi No. 440301618832968 Organization Code 61883296-8 Accounting Firm PricewaterhouseCoopers Zhong Tian Certified Public Accountants Room 3706, Di Wang Commercial Centre 5002 Shennan Road East Shenzhen, 518068, PRC 1 Semi-Annual Report 2011-Chiwan Wharf II. Major Financial Highlights U n i t : R M B As at 30 Jun. 2011 As at 31 Dec. 2010 +/- (%) Total assets 6,773,160,926 6,202,184,742 9.21% Total equity attributable to equity holders of the Company 3,222,886,079 3,239,549,058 -0.51% Share capital 644,763,730 644,763,730 0.00% Net assets per share attributable to equity holders of the Company 4.999 5.024 -0.50% Jan.-Jun. 2011 Jan.-Jun. 2010 +/- (%) Revenue 844,983,574 833,761,885 1.35% Operating profit 403,107,347 491,087,919 -17.92% Total profit 403,297,147 493,451,736 -18.27% Net profit attributable to equity holders of the Company 258,357,428 308,963,482 -16.38% Net profit attributable to equity holders of the Company after 258,193,085 307,126,626 -15.93% extraordinary gains and losses Earnings per share-Basic 0.401 0.479 -16.28% Earnings per share -Diluted 0.401 0.479 -16.28% Return on equity 8.02% 10.47% -2.45% Net cash flows from operating activities 301,380,845 377,587,237 -20.18% Net cash flows per share from operating activities 0.467 0.586 -20.31% E x t r a o r d i n a r y g a i n s a n d l o s s e s ● Items Amount Net gains/(losses) on disposal of non-current assets 3,010 Non-operating income (expense) - net 186,790 Tax effects on extraordinary gains and losses (35,120) Minority interests on extraordinary gains and losses 9,663 Total 164,343 III. Returns on equity and earnings per share calculated in accordance with the requirements of the Rules for the Compilation of Information Disclosure by the Companies Publicly Issuing Securities (No. 9) promulgated by CSRC Return on equity Earnings per share Profit for the reporting period Fully diluted Weighted average Basic Diluted Net profit attributable to equity 8.02% 7.78% 0.401 0.401 holders of the Company Net profit attributable to equity holders of the Company after 8.01% 7.78% 0.400 0.400 extraordinary gains and losses 2 Semi-Annual Report 2011-Chiwan Wharf PART II CHANGES IN SHARE CAPITAL AND SHAREHOLDERS Ⅰ. Changes in Share Capital U n i t : s h a r e Before the change Increase(+)/decrease(-) After the change Issue of Bonus Reserves Number Percentage additional Other Sub-total Number Percentage issue to stocks shares 1. Shares subject to trading moratorium 673,252 0.10% +131,666 +131,666 804,918 0.12% a. State-owned shares b. State-owned legal person shares c. Other domestic shares 0 0.00% +13,988 +13,988 13,988 0.00% Including: Shares held by domestic non-state-owned legal persons Shares held by domestic individuals 0 0.00% +13,988 +13,988 13,988 0.00% d. Shares held by overseas shareholders Including: Shares held by overseas legal persons Shares held by overseas individuals e. Shares held by senior management staff 673,252 0.10% +117,678 +117,678 790,930 0.12% 2. Shares not subject to trading moratorium 644,090,478 99.90% -131,666 -131,666 643,958,812 99.88% a. Ordinary shares denominated in RMB 464,789,805 72.09% 0 0 464,789,805 72.09% b. Domestically listed foreign shares 179,300,673 27.81% -131,666 -131,666 179,169,007 27.79% c. Overseas listed foreign shares d. Others 3. Total shares 644,763,730 100.00% 644,763,730 100.00% ※Shares held by domestic individuals were changed with ex-director Mr. Han Guimao’s leaving the position in Jun. 2011. According to the regulations of “Rules on Stock Listing” issued by Shenzhen Stock Exchange, shares held by Mr. Han Guimao cannot be traded within the half year after his demission. Meanwhile, restricted shares held by senior management staff were changed due to such shares held by incoming new senior management personnel. Ⅱ. Number of shareholders and particulars about shares held by them (as at 30 Jun.inUt : 2011)ahs r e 38,676, among which 29,552 being shareholders of A shares and Total number of shareholders 9,124 being shareholders of B shares Shareholdings of top ten shareholders (all being shareholders holding shares not subject to trading moratorium) Percentage Shares Shares Type of Nature of of Total shares subject to pledged shares (A, B, Name of shareholders shareholders shareholding held trading or H or other (%) moratorium frozen shares) CHINA NANSHAN 57.51 370,802,900 0 0 A shares DEVELOPMENT (GROUP) INC. KEEN FIELD ENTERPRISES Holder of B 7.98 51,475,773 0 N/A B shares LIMITED shares CMBLSA RE FTIF TEMPLETON Holder of B 6.99 45,069,081 0 N/A B shares ASIAN GRW FD GTI 5496 shares GOVERNMENT OF SINGAPORE Holder of B 0.92 5,907,699 0 N/A B shares INV. CORP.- A/C "C" shares 3 Semi-Annual Report 2011-Chiwan Wharf Holder of B EMPLOYEES PROVIDENT FUND 0.55 3,545,534 0 N/A B shares shares OMERS ADMINISTRATION Holder of B 0.46 2,956,444 0 N/A B shares CORPORATION (SC03) shares TEMPLETON CANADA Holder of B 0.41 2,671,924 0 N/A B shares EMERGING MKTS FUND shares FTIF-TEMPLETON EMERGING Holder of B MKT SMALLER COMPANIES 0.39 2,522,279 0 N/A B shares shares FUND MIRAE ASSET ASIA PACIFIC Holder of B INFRA SECTOR EQTY INVSTMT 0.34 2,171,544 0 N/A B shares shares TRS 1 TEMPLETON EMERGING MKTS Holder of B 0.33 2,126,967 0 N/A B shares FUND INC shares China Nanshan Development (Group) Inc. (hereinafter referred to as “CND”) does Explanation on associated not have any relations with the shareholders holding shares not subject to trading relationship among the top ten moratorium. The Company does not know if there are any inter-relations among shareholders: other shareholders holding shares not subject to trading moratorium. III. Within the reporting period, the controlling shareholder of the Company remained unchanged, so did the shares held by CND. PART Ⅲ DIRECTORS, SUPERVISORS & SENIOR MANAGEMENT STAFF Ⅰ. Changes in shares held by the Company’s directors, supervisors and senior management staff Number of Number of Number of Number of Shares Number of shares shares shares shares subject to stock options Reason for Name Title held at increased in decreased in held at trading held at changes year-begin reporting reporting period-end moratorium period-end (share) period (share) period (share) (share) (share) (share) Chairman of Zheng Shaoping 212,652 0 0 212,652 159,489 0 Unchanged the Board Wang Fen Director 82,632 0 0 82,632 61,974 0 Unchanged Fan Zhaoping Director 53,877 0 0 53,877 40,407 0 Unchanged Yuan Yuhui Director 14,040 0 0 14,040 10,530 0 Unchanged Director & Executive Zhang Ning 146,991 0 0 146,991 110,243 0 Unchanged Deputy General Manager Zhao Chaoxiong Supervisor 64,954 0 0 64,954 48,716 0 Unchanged Ni Keqin Supervisor 38,772 0 0 38,772 29,079 0 Unchanged Deputy General Qu Jiandong 112,265 0 0 112,265 84,199 0 Unchanged Manager Deputy General Zhao Qiang 84,948 0 0 84,948 63,711 0 Unchanged Manager Deputy General Zhang Jianguo 98,782 0 0 98,782 74,087 0 Unchanged Manager, CFO Deputy General Xiong Haiming 93,807 0 0 93,807 70,355 0 Unchanged Manager Company Pei Jiangyuan 50,852 0 0 50,852 38,139 0 Unchanged Secretary 4 Semi-Annual Report 2011-Chiwan Wharf Ⅱ. Changes of directors, supervisors and senior management staff during the reporting period The office terms of the Sixth Board of Directors and the Sixth Supervisory Committee as well as senior management staff all came to expiration in May 2011. The 2010 Annual General Meeting held on 27 May 2011, re-elected members for the Board of Directors and the Supervisory Committee. At the meeting, the Report on Re-election of the Board of Directors, the Report on Re-election of Independent Directors and the Report on Re-election of the Supervisory Committee were reviewed and approved, electing Zheng Shaoping, Tian Junyan, Wang Fen, Fan Zhaoping, Yuan Yuhui and Zhang Ning as directors for the Seventh Board of Directors; Li Wuzhou, Hao Zhujiang and Zhang Jianjun as independent directors for the Seventh Board of Directors; and Yu Liming, Mary-Jean Wong and Guo Songhua as supervisors for the Seventh Supervisory Committee. Meanwhile, the Workers’ Representative Assembly on 4 Mar. 2011 elected Mr. Zhao Chaoxiong and Ms. Ni Keqin as staff-representative supervisors for the Seventh Supervisory Committee. The new office term of directors and supervisors mentioned above will last till May 2014. The First Session of the Seventh Board of Directors was held on 27 May 2011, electing Mr. Zheng Shaoping as the Chairman for the Seventh Board of Directors; Mr. Zhang Ning as the Executive Deputy General Manager; Mr. Qu Jiandong, Mr. Zhao Qiang, Mr. Zhang Jianguo and Mr. Xiong Haiming as deputy general managers; Mr. Zhang Jianguo as CFO; and Ms. Pei Jiangyuan as the Company Secretary for the Seventh Board of Directors. The new office term of senior management staff mentioned above will also last till May 2014. The First Session of the Seventh Supervisory Committee was held on 27 May 2011, at which Mr. Yu Liming was elected as the Chairman for the Seventh Supervisory Committee. PART Ⅳ REPORT OF THE BOARD OF DIRECTORS Ⅰ. Business Performance A. Core business scope and business performance The Company is principally engaged in handling, warehousing and transportation of containers and bulk cargoes, as well as the provision of related services. During the reporting period, China’s import and export trading volume grew 25.8% from a year earlier, with a year-on-year rise of 12.9% in container throughput. The container throughput in Shenzhen Port, living on foreign trade, was up 1.8% when compared with the same period of last year. Affected by weak economic recovery in American and European countries, the relocation of manufacturing businesses in hinterland and the adjustment of shipping lines by shipping companies, the Company’s container throughput suffered a slight decrease of 5% on a year-on- year basis. In terms of the bulk cargo handling business, the throughput in Machong Port grew substantially and Chiwan Port also adjusted its cargo source structure to increase resource utilization efficiency and earnings. As a result, the combined bulk cargo throughput in the said two ports in the first half of 2011 went down 6.1% over the corresponding period of last year, but 5 Semi-Annual Report 2011-Chiwan Wharf the combined earnings rose significantly by 32% on a year-on-year basis. Meanwhile, business in relation to port trailer service, tugboat service and other supporting services saw declines at different degrees due to the throughput. Specific business indexes were as follows: Business Highlights Jan.-Jun. 2011 Jan.-Jun. 2010 +/- Total throughput of cargo (’000 tons) 30,922 31,505 -1.9% Including: container (’000 TEU) 2,805 2,951 -4.9% Chiwan Port 1,967 1,986 -1% Joint venture in Mawan Port 838 949 -11.7% Bulk cargoes (’000 tons) 4,734 5,041 -6.1% Chiwan Port 3,387 4,203 -19.4% Machong Port 1,347 839 60.5% Hours charged for trailer service (’000 hours) 584 614 -4.9% Hours charged for tugboat service (hour) 16,377 16,489 -0.7% B. Year-on-year changes in revenue, operating profit and net profit : U n i t : R M B Item Jan.-Jun. 2011 Jan.-Jun. 2010 +/- Revenue 844,983,574 833,761,885 1.35% Operating profit 403,107,347 491,087,919 -17.92% Net profit attributable to equity holders of the Company 258,357,428 308,963,482 -16.38% No substantial change took place in the structures of core business and profit breakdown during the reporting period. Revenue was slightly increased by 1.35% compared with the same period of last year. Operating profit and net profit attributable to equity holders of the Company went down 17.92% and 16.38% respectively, a larger decrease than that of the business volume, which was mainly due to the substantial rise in prices of various raw materials, labor cost, loan interest and so on from a year earlier. C. Core business accounting for 10% or above of the revenue for the reporting period: U n i t : R M B Operating +/- of operating +/- of revenue +/- of operating Business Revenue Operating cost profit margin profit margin YoY (%) cost YoY (%) (%) YoY (%) Cargo handling 790,369,518 334,992,667 57.62% 1.22% 5.06% -1.55% D. Profit breakdown, core business structure and profitability of the Company did not have significant changes during the reporting period. E. The Company conducted no other business, which exerted significant influence on the Company’s profit during the reporting period. F. Media Port Investments Limited (hereinafter referred to as “MPIL”) is jointly incorporated at the British Virgin Islands by Chiwan Wharf Holdings (HK) Ltd. (a wholly-owned subsidiary company of the Company hereinafter referred to as “CWHK”) and China Merchants Holdings 6 Semi-Annual Report 2011-Chiwan Wharf (International) Company Limited as an investment controlling company. The said two companies hold its 50% equity separately. MPIL holds 60% equity of Shenzhen Mawan Wharf Co., Ltd., Shenzhen Mawan Port Service Co., Ltd. and Shenzhen Mawan Terminals Co., Ltd. in total. During the reporting period, MPIL gained net profit of RMB84,088,692 through the above-mentioned three companies. For the reporting period, the Company earned investment income amounting to RMB42,044,346 from MPIL, accounting for 16.27% of net profit attributable to equity holders of the Company for the reporting period. Ⅱ. Financial Status A. Asset breakdown and reasons for significant changes year-on-year: U n i t : R M B Item As at 30 Jun. 2011 As at 31 Dec. 2010 +/- (%) Dividend payable 511,876,650 213,351,043 139.92% Reasons for significant changes: The dividend payable increased because it was declared at the Annual General Meeting in May that a cash dividend was to be distributed in July. B. Profit breakdown and reasons for significant year-on-year changes: U n i t : R M B Item Jan.-Jun. 2011 Jan.-Jun. 2010 +/- (%) Administrative expenses 76,912,960 55,387,647 38.86% Investment income 58,444,197 84,416,791 -30.77% Reasons for significant changes: Administrative expenses increased due to the rise of labor cost. Investment income decreased because the Company sold some equity of an associated company in the same period of last year while there was no such event in the reporting period. C. Cash flow breakdown: Unit: RMB Item Jan.-Jun. 2011 Jan.-Jun. 2010 +/- (%) Net cash flows from operating activities 301,380,845 377,587,237 -20.18% Net cash flows from investing activities (335,089,746) (59,614,883) 462.09% Net cash flows from financing activities 175,174,443 48,940,109 257.94% Net increase in cash and cash equivalents 141,465,542 366,912,463 -61.44% 7 Semi-Annual Report 2011-Chiwan Wharf Reasons for significant changes: Net cash inflows from operating activities decreased due to the drop of operating profit for the reporting period. Net cash outflows from investing activities increased mainly because ⑴ construction expenses on the Berth 13 extension project and the Dongguan Machong Port project increased from a year earlier; and ⑵the Company purchased Hinwin Development Limited in the reporting period. Net cash inflows from financing activities increased mainly because ⑴ the Company received the capital contribution from Yihai Kerry Investment Company Limited; and ⑵ more borrowings were obtained in the reporting period. Ⅲ. Investments in reporting period A. The Company did not raise any funds in the reporting period, and the latest funds raised by the Company had been used up by the end of 1996. B. Significant investment projects with non-raised funds In the reporting period, the Company made a total investment of RMB335.83 million, of which RMB110.58 million was invested in fixed assets at Chiwan Port, mainly referring to the Berth 13 extension project; RMB124.96 million was invested in Dongguan Machong Port project; and RMB100.29 million was paid to acquire 100% equity of Hinwin Development Limited. Ⅳ. Outlook for future development of the Company A. Development trend of the industry in which the Company is engaged It will be difficult for American and European economies to pick up in the second half of this year, and the imbalance in shipping demand and supply will continue. As such, container throughput is expected to grow at a slower pace in the coming six months. And ports in the Pearl River Delta, living on export-oriented economy, will take the first hit. However, as the traditional peak season for containers is nearer and the Company puts more effort in improving business, the container handling business of the Company is expected to stop the decline and pull a slight rise. The bulk cargo handling business of the Company will remain stable as a whole. Throughput usually depends on resources. Increasing resources is not the only way to achieve business growth, improving resource allocation efficiency can also achieve the same purpose. B. Main problems and risks encountered by the Company The Company will be confronted with much higher labor, fuel and material costs caused by a rising inflation in China. It will also face the pressure on port resources and operations resulting from the growing ship size and the imbalanced ship arrival. 8 Semi-Annual Report 2011-Chiwan Wharf C. Business plan for the second half of the year, as well as countermeasures against risks Keeping an eye on the changeable market, the Company will adjust its annual business plan responsively, tap internal and external resources in depth, and make itself more responsive to the market. It will also adjust its business strategies and structure in a timely manner and expand business with clear targets. Meanwhile, it will try to make breakthroughs in all business segments by continuing to improve service quality and supporting services while at the same time strengthening internal management and cost control. PART Ⅴ SIGNIFICANT EVENTS Ⅰ. 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. Along with the development of the Company, it will, as always, keep perfecting its corporate governance and protecting the interests of all shareholders and stakeholders. Non-compliance of corporate governance standards by the Company during the reporting period: according to the Accounting Standards for Business Enterprises No.33—Consolidated Financial Statements, the Financial Department of the Company should submit the Company’s monthly financial statements around the 10th day of each month to CND, the main shareholder holding 57.51% of the Company’s shares, for the need of the latter’s preparing its consolidated statements. At the Fifth Session of the Fifth Board of Directors of the Company held on 17 April 2007, the Report Concerning the Submission of Monthly Financial Statements to the Substantial Shareholder was reviewed and approved, and it was agreed that Financial Department shall provide the company’s monthly financial statements to CND. On 25 August 2007, the Company disclosed the details of submitting the financial statements to substantial shareholders in the Self-inspection Report and Rectification Plan for Corporate Governance in 2007 of Shenzhen Chiwan Wharf Holding Co., Ltd. In compliance with the requirements of the Shenzhen Securities Regulatory Bureau, the Company delivered “Undisclosed Information Provided by the Company to its Substantial Shareholders and Actual Controllers” to the Shenzhen Securities Regulatory Bureau before the tenth day every month since September 2007, including the name list of relevant parties and relevant information. The above-mentioned matters did not affect the Company’s independence. In the future, the Company will disclose the relevant information in due course at the request of the regulatory authorities. Ⅱ. Internal control progress As required by the Circular on Doing a Good Job in Pilot Internal Control Regulation in Listed Companies of Shenzhen (Shen-Zheng-Ju-Gong-Si-Zi 2011 No. 31), the Company has 〔 〕 completed all the preparing work, with details as follows: 9 Semi-Annual Report 2011-Chiwan Wharf A. An internal control work team has been formulated within the Company, with the chairman as the leader. B. A plan for carrying out internal control regulations has been worked out, which has been put into practice after it was reviewed and approved at the First Special Session of the Audit Committee under the Sixth Board of Directors for 2011 and the Fourth Special Session of the Sixth Board of Directors for 2011 on 27 Apr. 2011. And it has been disclosed as required. C. Scope and business cycles for the internal control’s implementation were set. Subsidiaries within the application scope have all formed their own internal control teams to work with the Company’s internal control work team in carrying out the project. The Company is now in the phase of benchmarking. Internal control work teams of the Company and subsidiaries within the application scope review their existing internal control documents, amend them according to the guidelines for internal control of listed companies, examine the internal control rules on financial report preparation by way of interviews and enquiries, then produce internal control documentation. In line with the schedule for internal control improvement for 2011, the Company has finished the first phase of the internal control project (preparation) and started the second phase (gap analysis). The internal control project is right on schedule, with no derivation or delay. As resolved at the Fourth Special Session of the Sixth Board of Directors for 2011 held on 27 Apr. 2011 and the 2010 Annual General Meeting held on 27 May 2011, PricewaterhouseCoopers Zhong Tian Certified Public Accountants has been appointed by the Company as its internal control audit agency for 2011. And the Company’s internal control work teams, together with the audit agency, have drawn up a preliminary plan for internal control audit for 2011. III. Profit and dividend distribution plan for 2010 and its implementation As audited by PricewaterhouseCoopers Zhong Tian Certified Public Accountants Co., Ltd., the net profit of the Company for 2010 was RMB381,220,010, and the accumulative attributable profit was RMB574,774,541. 1. In accordance with the Company Law and the Articles of Association of the Company, RMB38,122,001, i.e. 10% of the Company’s net profit as audited for the year 2010 was to be withdrawn as statutory surplus reserve; 2. It was planned that a cash dividend of RMB4.63 per ten shares (tax included) totaling RMB298,525,607 would be paid based on the total share capital of 644,763,730 shares as at the end of 2010. After the aforesaid distribution, the retained profit of the Company was RMB238,126,933. The said profit distribution plan was completed on 26 Jul. 2011, with the day of record for A shares and the last trading day for B shares both being 21 Jul. 2011, and the ex-dividend day being 22 Jul. 2011. IV. For year 2011, no interim profit distribution will be conducted and no reserves will be transferred into shares. 10 Semi-Annual Report 2011-Chiwan Wharf V. During the reporting period, the Company was not involved in any significant lawsuits or arbitrations. VI. During the reporting period, the Company did not conduct any significant asset acquisition, sale or reorganization. VII. During the reporting period, no shareholders holding over 30% shares of the Company put forward and implemented plans of increasing the shares held by them. VIII. During the reporting period, there existed no new securities investments. The Company did not acquire equity of financial enterprises such as commercial banks, securities companies, insurance companies, trust companies and futures companies, or equity of the companies to be listed. Set out below was the equity of other listed companies held by the Company, which was acquired by the Company in the previous periods and carried down to the current period. Unit: RMB Shareholding Gains/ Changes in Initial Book value owners’ equity Stock percentage in (losses) in Short name of the stock investment at period- during reporting code the listed reporting amount end period company period 600377 JiangSu Expressway 1,120,000 0.02% 5,410,000 - (934,800) Shenzhen Petrochemical 400032 3,500,000 0.26% 382,200 - - Industry (Group) Co., Ltd. Guangdong Guang Jian 400009 27,500 0.02% 17,000 - - Group Limited Company Total 4,647,500 - 5,809,200 - (934,800) IX. Special explanation and independent opinion by independent directors In accordance with the Circular on Relevant Issues Concerning Regulating Capital Flows between Listed Companies and Related Parties and Provision of External Guaranty By Listed Companies (ZJF [2003] No.56) and the Circular on Regulating Provision of Guarantees for Outside Parties by Listed Companies (ZJF (2005) No.120) (hereinafter referred to as “the Circulars”), as well as the Circular on Doing a Good Job in 2011 Semi-Annual Report Disclosure by Listed Companies (SZS 2011 No. 193), Mr. Li Wuzhou, Mr. Hao Zhujiang and Mr. Zhang Jianjun, all independent 〔 〕 directors of the Company, have carefully and responsibly examined the Company’s provision of guarantees for other parties and the capital occupation by its controlling shareholder and other related parties during the first six months of 2011, under the principle of being responsible to the Company, all its shareholders and investors and the principle of seeking truth from facts. Upon the examination, they made the relevant explanation as follows: 1. The Company strictly abided by the requirements of the Circulars. No funds occupation by its controlling shareholder had been found by 30 Jun. 2011; nor were such cases incurred in the previous periods and carried down to the reporting period. The funds flows between the Company and its related parties during the reporting period were considered normal operational funds flows. 11 Semi-Annual Report 2011-Chiwan Wharf 2. As at 30 Jun. 2011, the balance of guarantee provided to outside parties by the Company was zero. 3. As at 30 Jun. 2011, the accumulative guarantee amount provided by the Company for its wholly-owned and controlled subsidiaries reached RMB130,930,000, accounting for 4.06% of the Company’s net assets as at 30 Jun. 2011, The aforesaid guarantees were in line with relevant laws and regulations concerning the provision of guarantees for other parties by listed companies, which were detailed as follows: Relationship between the guaranteed Guaranteed party Guarantee amount party and the Company Chiwan Wharf (Hong Kong) Limited A wholly-owned subsidiary RMB79,050,000 Dongguan Chiwan Wharf Company Limited A controlled subsidiary RMB51,880,000 To sum up, the independent directors were of the opinion that the Company effectively controlled its financial risks during the reporting period, without doing any harm to the interests of investors. X. Significant related transactions A. Related transactions arising from routine operation Payment of Land use fees Jan.-Jun. 2011 Jan.-Jun. 2010 CND RMB 21,169,725 RMB 20,997,382 Due to the need of routine operation, the Harbor Division of the Company and Chiwan Container Terminal Co., Ltd. (CCT), in which the Company held a total of 55% equity directly and indirectly, rented lands from CND for bulk cargo and container stacking. Recognized as frequent transactions of the Company, the said transactions occurred in the previous years and will continue to occur in the future. Almost as same as the land rents in the western Shenzhen ports in 2011, the transaction price was a fair market price decided through negotiation between transaction parties at RMB3.5—12.5/ sq.m.. According to the contract signed, the rent was paid by month and a penalty would be charged at a ratio of 0.5% of the monthly rental fee for each day overdue. During the reporting period, the aforesaid rents accounted for 88.12% of the Company’s total rental expenses for stacking yards and offices, which caused expenses of RMB21.17 million. B. Creditor’s rights and liabilities with related parties Cash at bank and on hand As at 30 Jun. 2011 As at 31 Dec. 2010 China Merchants Bank Co., Ltd. RMB 99,294,153 RMB 123,853,303 As at 30 Jun. 2011, the account above accounted for 10.76% of the Company’s total monetary funds (15.84% in the year of 2010). Other receivables As at 30 Jun. 2011 As at 31 Dec. 2010 Media Port Investments Ltd RMB 44,879,120 RMB 44,879,120 12 Semi-Annual Report 2011-Chiwan Wharf As at 30 Jun. 2011, the account above accounted for 80.75% of the Company’s total other receivables (85.05% in the year of 2010). Short-term borrowing As at 30 Jun. 2011 As at 31 Dec. 2010 China Merchants Bank Co., Ltd. RMB 50,000,000 RMB 50,000,000 As at 30 Jun. 2011, the account above accounted for 3.42% of the Company’s total short-term borrowings (4.08% in the year of 2010). XI. Significant contracts A. During the reporting period, the Company did not hold in trust, contract or lease any significant assets of other companies, nor vice versa. B. During the reporting period, the Company did not provide any guarantee for external parties. By the end of the reporting period, the Company provided guarantees only for the bank loans granted to a wholly-owned subsidiary Chiwan Wharf (Hong Kong) Limited and a controlled ( ) subsidiary Dongguan Chiwan Wharf Company Limited) of the Company. Details are as ( follows: Subsisting Decision-making Guaranteed Amount of guarantee Type of Term of guarantee procedures for party guarantee liability or guarantee guarantee not Reviewed and Chiwan Guarantee approved at the Tenth Wharf (Hong HKD93 2010.11.23-2012.5.21 Yes with joint Special Session of the Kong) million liability Sixth Board of Limited Directors for 2010 First reviewed and approved at the Sixth Dongguan RMB1.88 Special Session of the Chiwan 2011.2.25-2011.8.25 Guarantee Sixth Board of million Wharf Yes with joint Directors for 2009, Company liability then at the First Limited Special Shareholders’ RMB 50 General Meeting for 2010.9.13-2011.9.13 million 2009 By the end of the reporting period, the Company had provided guarantees for external parties totaling RMB130.93 million, accounting for 4.06% of the Company’s net assets. C. During the reporting period, the Company did not entrust others to manage its cash assets. XII. Particulars about investor relations reception, investigation, communication, interview, etc., in the reporting period During the reporting period, the Company handled warm-heartedly investors’ phone calls and held one-on-one meetings with investors. The Company disclosed relevant information to investors in accordance with the Company Law, the Securities Law, the Rules on the Management of Investors 13 Semi-Annual Report 2011-Chiwan Wharf Relations and other laws and regulations. During the reporting period, the Company received in aggregate 24 visits. The Company gave visitors an introduction to the profile of the Company and the development of its business, and made reasonable disclosures regarding the operations, investments and financial status of the Company that the investors were interested in. The Company did not disclose, reveal or divulge to any specific visitors any material information not generally available to the public. Details of such interviews and visits are as follows: Topics discussed Type Time Location Means Investor and information provided UBS Basic information Jan. 2011 Shanghai Clients of UBS of operations, Conference Promotional investments and Conference by the financial status activities China of the Company launched Jun. 2011 Shenzhen Clients of China Merchants Securities Merchants by security Securities Information firms UBS provided: Jun. 2011 Hong Kong Clients of UBS Brochure of the Conference Company One-on-one China Merchants Securities, UBS SDIC meeting Jan. 2011 Tel conference Goldman Sachs (Asia) L.L.C. Changjiang Securities, Lion Fund Management Co., Ltd., Dacheng Fund Management Co., Ltd., SWS Research Co., Ltd., Bank of China Investment Management, Matthews International Capital Management llc, Guosen Securities, China AMC, First State One-on-one Investments, Haitong Securities, E Fund meeting Feb. 2011 Management Co., Ltd., China Merchants Fund Management Co., Ltd., Industrial Securities Co., Ltd. , Rongtong Fund, Essence Securities, SYWG BNP Paribas Asset Management Co., Ltd., Minsheng Royal Fund Management Co., Ltd., Mizuho Corporate Bank Ltd. Tel conference Guosen Securities Receiving Conference One-on-one visits from Mar. 2011 room of the Theleme Partners LLP meeting investors Company Apr. 2011 Tel conference Templeton Emerging Markets Morgan Stanley Huaxin Funds, China Merchants Fund, Sinolink Securities, China Merchants Securities, Jefferies, Shenyin Wanguo Securities, CICC, Shanghai Yuanhao Investment Management Co., Ltd., United Innovation Capital Ltd., CP Capital, Hangseng One-on-one Capital, Shenzhen Huaqiang Dingxin meeting May 2011 Investment Co., Ltd., Shenzhen Huaqiang Investment & Guaranty Co., Ltd., Cowin Investment, Huatai Securities, Aisawa Securities, The Capital Group, Macquarie, Guosen Securities, UBS Securities Company Limited, Citic Securities Tel conference Theleme Partners LLP、Kelusa Capital One-on-one Jun. 2011 RBS Securities, CLSA Asia-Pacific Markets meeting 14 Semi-Annual Report 2011-Chiwan Wharf PART Ⅵ FINANCIAL REPORT (SEE ATTACHED, UN-AUDITED) PART Ⅶ DOCUMENTS AVAILABLE FOR REFERENCE I. 2011 Semi-Annual Report carrying the signature of Chairman of the Board; II. 2011 Semi-Annual Financial Report carrying the signatures of the Company’s Legal Representative, Chief Financial Officer and Financial Manager; III. Original copies of all documents and public notices thereof disclosed during the reporting period on Securities Times and Ta Kung Pao; and IV. Other relevant materials. For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 18th August, 2011 15 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED FINANCIAL STATEMENTS AND REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2011 [English Translation for Reference Only. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail.] SHENZHEN CHIWAN WHARF HOLDINGS LIMITED [English translation for reference only] Contents Page Financial Statements and Report for the six months ended 30 June 2011 Consolidated and Company’s balance sheets 1-2 Consolidated and Company’s income statements 3 Consolidated and Company’s cash flow statements 4 Consolidated statement of changes in owners’ equity 5 Company’s statement of changes in owners’ equity 6 Notes to financial statements 7 - 107 Supplementary information to financial statements 108 -110 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 30 JUNE 2011 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] 30-Jun-11 31-Dec-10 30-Jun-11 31-Dec-10 ASSETS Notes The Group The Group The Company The Company Current assets Cash at bank and on hand 5(1) 923,185,625 781,720,083 619,059,211 494,364,355 Notes receivable 5(2) - 4,640,000 - 1,700,000 Accounts receivable 5(4),13(1) 246,557,343 179,772,755 21,754,200 9,336,968 Advances to suppliers 5(6) 32,375,332 31,256,172 2,247,500 316,780 Interests receivable 5(3) 123,333 1,318,202 215,235 91,902 Dividends receivable 1,224,863 - 261,845,299 304,203,089 Other receivables 5(5),13(2) 55,579,859 52,765,361 183,661,430 365,862,136 Inventories 5(7) 25,385,346 23,888,526 1,068,313 1,099,168 Total current assets 1,284,431,701 1,075,361,099 1,089,851,188 1,176,974,398 Non-current assets Available-for-sale financial assets 5(8) 5,410,000 6,640,000 5,410,000 6,640,000 Long-term receivables - - 11,004,304 11,004,304 Long-term equity investments 5(9),13(3) 1,302,679,505 1,149,921,886 1,923,233,743 1,589,644,572 Investment properties 5(11) 36,592,257 29,379,544 28,332,003 20,991,116 Fixed assets 5(12) 2,568,332,792 2,652,957,915 144,457,606 156,903,932 Construction in progress 5(13) 268,749,180 14,593,516 261,394 450,900 Intangible assets 5(14) 1,055,003,337 1,074,247,819 66,808,518 68,371,761 Goodwill 5(15) 15,244,795 10,858,898 - - Long-term prepaid expenses 5(16) 63,543,552 63,848,189 5,209,856 5,299,666 Deferred tax assets 5(18) 51,502,881 52,083,662 23,183,838 21,221,357 Other non-current assets 5(17) 121,670,926 72,292,214 - - Total non-current assets 5,488,729,225 5,126,823,643 2,207,901,262 1,880,527,608 TOTAL ASSETS 6,773,160,926 6,202,184,742 3,297,752,450 3,057,502,006 -1- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 30 JUNE 2011 (CONTINUED) (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] LIABILITIES AND 30-Jun-11 31-Dec-10 30-Jun-11 31-Dec-10 OWNERS’ EQUITY Notes The Group The Group The Company The Company Current liabilities Short-term borrowings 5(20) 1,463,550,000 1,225,550,000 606,050,000 478,550,000 Notes payable 5(21) 1,875,000 1,895,750 - - Accounts payable 5(22) 282,212,391 214,723,251 11,292,359 16,221,238 Advances from customers 5(23) 5,163,375 4,769,320 4,140,817 3,643,835 Employee benefits payable 5(24) 31,769,196 36,929,912 23,931,950 15,275,662 Taxes payable 5(25) 62,057,172 100,583,520 (1,375,900) 605,756 Interests payable 5(26) 3,291,127 2,958,406 2,035,434 1,829,970 Dividends payable 5(27) 511,876,650 213,351,043 298,525,607 - Other payables 5(28) 48,758,621 45,027,806 807,149,224 570,336,042 Current portion of non- 5(29,31) current liabilities 285,451,750 412,951,750 85,000,000 212,500,000 Total current liabilities 2,696,005,282 2,258,740,758 1,836,749,491 1,298,962,503 Non-current liabilities Special payable 5(30) 76,528,850 69,119,645 - - Deferred tax liabilities 5(18) 1,029,600 1,324,800 1,029,600 1,324,800 Other non-current liabilities 5(31) 63,455,081 65,841,707 - - Total non-current liabilities 141,013,531 136,286,152 1,029,600 1,324,800 Total liabilities 2,837,018,813 2,395,026,910 1,837,779,091 1,300,287,303 Owners' equity Share capital 5(32) 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 5(33) 169,624,955 144,909,755 153,171,228 154,106,028 Surplus reserves 5(34) 421,692,405 383,570,404 421,692,405 383,570,404 Undistributed profits 5(35) 2,000,224,292 2,079,724,472 240,345,996 574,774,541 Foreign exchange translation differences (13,419,303) (13,419,303) - - Total equity attributable to equity holders of the Company 3,222,886,079 3,239,549,058 1,459,973,359 1,757,214,703 Minority interests 5(36) 713,256,034 567,608,774 - - Total owners' equity 3,936,142,113 3,807,157,832 1,459,973,359 1,757,214,703 TOTAL LIABILITIES AND OWNERS’ EQUITY 6,773,160,926 6,202,184,742 3,297,752,450 3,057,502,006 The accompanying notes form an integral part of these financial statements. -2- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Jun. 2011 Jan.-Jun. 2010 Jan.-Jun. 2011 Jan.-Jun. 2010 Items Notes Consolidated Consolidated Company Company Revenue 5(37),13(4) 844,983,574 833,761,885 93,475,369 83,968,138 Less: Cost of sales 5(37),13(4) (359,809,074) (336,890,090) (62,270,145) (62,927,819) Tax and levies on operations 5(38) (34,992,446) (29,897,320) (3,935,057) (3,155,974) General and administrative expenses (76,912,960) (55,387,647) (34,237,253) (19,877,921) Financial (expenses) /income - 5(39) net (28,605,944) (4,915,700) (19,525,431) (2,920,881) Asset impairment reversals/(losses) - - - - Add: Investment income 5(41),13(5) 58,444,197 84,416,791 24,181,344 32,906,831 Including: share of results of 5(41) associates 58,084,197 84,106,791 15,614,034 27,706,685 Operating profit 403,107,347 491,087,919 (2,311,173) 27,992,374 Add: Non-operating income 5(42) 287,103 2,469,174 209,757 352,045 Less: Non-operating expenses 5(43) (97,303) (105,357) (23,195) (17,939) Including: Loss on disposals of non-current assets (67,124) (57,458) (23,175) (12,939) Total profit 403,297,147 493,451,736 (2,124,611) 28,326,480 Less: Income tax (expenses)/ income 5(44) (66,792,459) (65,939,121) 4,343,674 (2,295,068) Net profit 336,504,688 427,512,615 2,219,063 26,031,412 Attributable to equity holders of the Company 258,357,428 308,963,482 Minority interests 78,147,260 118,549,133 Earnings per share (attributable to equity holders of the Company) Basic earnings per share 5(45) 0.401 0.479 Diluted earnings per share 5(45) 0.401 0.479 Other comprehensive income 5(46) (934,800) (818,718) (934,800) (819,000) Total comprehensive income 335,569,888 426,693,897 1,284,263 25,212,412 Attributable to equity holders of the Company 257,422,628 308,144,764 Minority interest 78,147,260 118,549,133 The accompanying notes form an integral part of these financial statements. -3- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Jun. 2011 Jan.-Jun. 2010 Jan.-Jun. 2011 Jan.-Jun. 2010 Items Notes Consolidated Consolidated Company Company 1. Cash flows from operating activities Cash received from rendering of services 776,977,795 794,087,904 82,842,309 68,736,435 Cash received relating to other operating activities 5(47) 13,260,433 8,177,173 238,196,844 236,820,327 Sub-total of cash inflows 790,238,228 802,265,077 321,039,153 305,556,762 Cash paid for goods and services (198,385,053) (161,385,911) (47,999,210) (45,053,251) Cash paid to and on behalf of employees (113,064,057) (105,080,062) (31,366,176) (29,882,464) Payments of taxes and levies (143,455,455) (117,713,056) (4,601,568) (5,059,624) Cash paid relating to other operating activities 5(47) (33,952,818) (40,498,811) (90,814,629) (67,976,214) Sub-total of cash outflows (488,857,383) (424,677,840) (174,781,583) (147,971,553) Net cash flows from operating activities 5(47) 301,380,845 377,587,237 146,257,570 157,585,209 2. Cash flows from investing activities Cash received from disposals of investments - - 270,300,000 10,000,000 Cash received from returns on investments 360,000 310,000 52,149,964 63,611,777 Net cash received from disposals of fixed assets and intangible assets 384,000 10,681,289 169,500 - Sub-total of cash inflows 744,000 10,991,289 322,619,464 73,611,777 Cash paid to purchase fixed assets, intangible assets and other long-term assets (235,549,565) (70,606,172) (3,389,647) (3,341,851) Net cash received from subsidiaries and other operational units (100,284,181) - - - Cash paid relating to other investing activities - - (319,200,000) (30,000,000) Sub-total of cash outflows (335,833,746) (70,606,172) (322,589,647) (33,341,851) Net cash flows from investing activities (335,089,746) (59,614,883) 29,817 40,269,926 3. Cash flows from financing activities Cash received as investment 91,940,000 - - - Cash received from borrowings 521,050,000 374,880,000 266,050,000 143,440,000 Sub-total of cash infllows 612,990,000 374,880,000 266,050,000 143,440,000 Cash repayments of borrowings (410,550,000) (319,440,000) (266,050,000) (143,440,000) Cash payments for interest expenses and distribution of dividends or profits (26,224,557) (5,902,112) (20,772,531) (3,822,428) Cash paid relating to other activities (1,041,000) (597,779) (820,000) (298,207) Sub-total of cash outflows (437,815,557) (325,939,891) (287,642,531) (147,560,635) Net cash flows from financing activities 175,174,443 48,940,109 (21,592,531) (4,120,635) 4. Effect of foreign exchange rate changes on cash and cash equivalents - - - - 5. Net increase in cash and cash equivalents 141,465,542 366,912,463 124,694,856 193,734,500 Add: Cash and cash equivalents at beginning of year 5(48) 781,720,083 741,096,267 494,364,355 453,407,958 6. Cash and cash equivalent at 30 June 2011 5(48) 923,185,625 1,108,008,730 619,059,211 647,142,458 The accompanying notes form an integral part of these financial statements. -4- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN OWNERS’ EQUITY For The Six Months Ended 30 June 2011 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Items Notes Attributable to equity holders of the Company Share Capital Surplus Undistributed Translation Total owners' capital surplus reserves profits difference Minority interest equity Balance at 1 January 2010 644,763,730 145,410,155 355,134,736 1,721,028,196 (13,354,061) 567,608,774 3,420,591,530 Movement for the year ended 31 December 2010 Net profit - - - 596,680,156 - 229,959,208 826,639,364 Other comprehensive income 5(34) - (500,400) - - (65,242) - (565,642) Profit appropriation - appropriation to surplus reserves 5(35) - - 28,435,668 (28,435,668) - - - - profit distribution to equity owners 5(36) - - - (209,548,212) - (229,959,208) (439,507,420) Balance at 31 December 2010 644,763,730 144,909,755 383,570,404 2,079,724,472 (13,419,303) 567,608,774 3,807,157,832 Balance at 1 January 2011 644,763,730 144,909,755 383,570,404 2,079,724,472 (13,419,303) 567,608,774 3,807,157,832 Movement for the six months ended June 30 2011 Net profit - - - 258,357,428 - 78,147,260 336,504,688 Other comprehensive income 5(34) - (934,800) - - - - (934,800) Input and reduced capital of owners -Input capital of owners - - - - - 67,500,000 67,500,000 Profit appropriation - appropriation to surplus reserves 5(35) - - 38,122,001 (38,122,001) - - - - profit distribution to equity owners 5(36) - - - (298,525,607) - - (298,525,607) Others 25,650,000 - (1,210,000) - - 24,440,000 Balance at 30 June 2011 644,763,730 169,624,955 421,692,405 2,000,224,292 (13,419,303) 713,256,034 3,936,142,113 The accompanying notes form an integral part of these financial statements. -5- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN OWNERS’ EQUITY For The Six Months Ended 30 June 2011 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Items Notes Share capital Capital surplus Surplus reserves Undistributed profits Total owners' equity Balance at 1 January 2010 644,763,730 154,606,428 355,134,736 431,538,411 1,586,043,305 Movement for the year ended 31 December 2010 Net profit - - - 381,220,010 381,220,010 Other comprehensive income 5(34) - (500,400) - - (500,400) Profit appropriation - - appropriation to surplus reserves 5(35) - - 28,435,668 (28,435,668) - - profit distribution to equity owners 5(36) - - - (209,548,212) (209,548,212) Balance at 31 December 2010 644,763,730 154,106,028 383,570,404 574,774,541 1,757,214,703 Balance at 1 January 2011 644,763,730 154,106,028 383,570,404 574,774,541 1,757,214,703 Movement for the six months ended June 30 2011 Net profti - - - 2,219,063 2,219,063 Other comprehensive income 5(34) - (934,800) - - (934,800) Profit appropriation - appropriation to surplus reserves 5(35) - - 38,122,001 (38,122,001) - - profit distribution to equity owners 5(36) - - - (298,525,607) (298,525,607) Balance at 30 June 2011 644,763,730 153,171,228 421,692,405 240,345,996 1,459,973,359 The accompanying notes form an integral part of these financial statements. -6- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 1. General information Shenzhen Chiwan Wharf Holdings Limited (the “Company”) was incorporated in September 1982 in Shenzhen, the People’s Republic of China (the “PRC”), by China Nanshan Development (Group) Ltd (the “Nanshan Group”), and was registered a sino-foreign joint venture enterprise in July 1990. In January 1993, as approved by the Shenzhen municipal government with document SFBF (1993)357, the Company was reorganized into a joint stock limited company. In February 1993, the Company issued, by public offering, the domestic shares (“A shares”) of 46,000,000 shares and domestically listed foreign shares (“B shares”) of 40,000,000 shares. Both shares were listed in Shenzhen Stock Exchange in May 1993. In June 1994, 31,047,000 bonus shares were issued in a proportion of “one bonus share for every ten shares”. In June, the bonus A shares and bonus B shares held by Nanshan Group were listed in Shenzhen Stock Exchange. In December 1995, the Company issued additional 40,000,000 B shares, consequently, the total volume of the Company’s shares rose to 381,517,000. In June 2004, the directors of the Company resolved to increase the share capital by means of capitalization of the share premium and capital reserves of the Company to the extent that 3 additional ordinary shares were issued to each shareholder holding 10 shares of the Company. As the result, the total volume of shares was increased from 381,517,000 to 495,972,100. In July 2005, again the directors of the Company resolved to increase the share capital by means of capitalization of the share premium and capital reserves of the Company to the extent that 3 additional ordinary shares were issued to each shareholder holding 10 shares of the Company. Consequently, the total volume of shares was increased from 495,972,100 to 644, 763, 700. The Company and its subsidiaries (collectively the “Group”) are principally engaged in the provision of cargo packing, cargo handling, container terminal, warehousing, land and sea transportation services. These consolidated financial statements have been approved for issue by the Board of Directors on 20 Augest 2011. 2. Significant accounting policies and accounting estimates (1) Basis of preparation The Group prepared financial statements in accordance with the Basic Standard and 38 specific standards of Accounting Standards for Business Enterprises issued by Ministry of Finance of the PRC on 15 February 2006, Application Guidance of Accounting Standard for Business Enterprises, Interpretation of Accounting Standards for Business Enterprises and other regulations issued thereafter (hereafter referred to as “the Accounting Standard for Business Enterprises”, “China Accounting Standards” or “CAS”), Rules for Preparation Convention of Disclosure of Public Offering Companies No.15 – General Regulations for Financial Reporting (revised in 2010) by China Securities Regulatory Commission. -7- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (2) Statement of compliance with the Accounting Standards for Business Enterprises The consolidated and the Company’s financial statements for the six months ended 30 June 2011 truly and completely present the financial position as of 30 June 2011 and the operating results, cash flows and other information for the first half of the year of the Group and Company in compliance with the Accounting Standards for Business Enterprises. (3) Accounting year The Company’s accounting year starts on 1 January and ends on 31 December. (4) Recording currency The recording currency is Renminbi (RMB) (5) Business Combinations (a) A business combination under common control The cost of combination and net asset obtained by the combining party shall be measured at their book value and the difference shall adjust the capital surplus – capital premium. If the balance of capital premium is not sufficient to be offset, the retained earning shall be adjusted. The direct expense for the combination shall be booked into current P&L when it happens. (b) A business combination does not under common control The cost of combination and net asset obtained by the combining party shall be measured at fair value on acquisition day. If the cost is higher than the proportion of net assets’ fair value of combined party at acquisition day the difference shall be recognized as good will. If the cost is lower, the difference should be booked into current P&L. The direct expense for the combination shall be booked into current P&L when it happens. (6) Preparation of consolidated financial statements The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. -8- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (6) Preparation of consolidated financial statements(continued) Subsidiaries are fully consolidated from the date on which the Group obtains control and are de- consolidated from the date that such control ceases. For a subsidiary acquired in a business combination involving enterprises under common control, it is included in the consolidated financial statements from the date when it, together with the Company, came under common control of the ultimate controlling party. The portion of the net profits realized before the combination date is presented separately in the consolidated income statement. The financial statements of subsidiaries are adjusted in accordance with the accounting policies and accounting period of the Company during the preparation of the consolidated financial statements, where the accounting policies and the accounting periods are inconsistent between the Company and subsidiaries. For subsidiaries acquired from a business combination involving enterprises not under common control, the individual financial statements of the subsidiaries are adjusted based on the fair value of the identifiable net assets at the acquisition date. All significant inter-group balances, transactions and unrealised profits are eliminated in the consolidated financial statements. The portion of a subsidiary’s equity and the portion of a subsidiary’s net profits and losses for the period not held by the Company are recognized as minority interests and presented separately in the consolidated balance sheet within equity and net profits respectively. (7) Cash and cash equivalents For the purpose of the cash flow statement, cash and cash equivalents comprise cash in hand, deposits held at call with bank and short-term and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (8) Foreign currency translation (a) Transactions and balances Foreign currency transactions are translated into RMB using the exchange rates prevailing at the dates of the transactions. -9- SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (8) Foreign currency translation(continued) (a) Transactions and balances(continued) At the balance sheet date, monetary items denominated in foreign currency are translated into RMB using the spot exchange rate at the balance sheet date. Exchange differences arising from these translations are recognised in profit or loss for the current period, except for those attributable to foreign currency borrowings that have been taken out specifically for the acquisition or construction of qualifying assets, which are capitalised as part of the cost of those assets. Non- monetary items denominated in foreign currency that are measured in terms of historical cost are translated at the balance sheet date using the spot exchange rate at the date of the transaction. The effect of exchange rate changes on cash is presented separately in the cash flow statement. (b) Translation of foreign currency financial statements The asset and liability items in the balance sheets for overseas businesses are translated at the spot exchange rate on the balance sheet date. Among the owner’s equity items, the items other than “undistributed profits” are translated at the spot exchange rate of the transaction date. The income and expense items in the income statements of overseas businesses are translated at the spot exchange rate of the transaction date. The differences arising from the above translation are presented separately in the owner’s equities. The cash flows of overseas businesses are translated at the spot exchange rate on the date of the cash flows. The effect of exchange rate changes on cash is presented separately in the cash flow statement. (9) Financial instruments (a) Financial assets (i) Classification of financial assets Financial assets are classified into the following categories at initial recognition: financial assets at fair value through profit or loss, loans and receivables, available-for-sale financial assets and held- to-maturity investments. The classification of financial assets depends on the Group’s intention and ability to hold the financial assets. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for the purpose of selling in the short term, which are presented as financial assets held for trading on the balance sheet. - 10 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (9) Financial instruments (continued) (i) Classification of financial assets(continued) Receivables Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories at initial recognition. Available-for-sale financial assets are included in other current assets in the balance sheet if management intends to dispose of them within 12 months of the balance sheet date. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed maturity and fixed or determinable payments that management has the positive intention and ability to hold to maturity. Held-to-maturity investments with maturities over 12 months when the investments were made but are due within 12 months at the balance sheet date are included in current portion of non-current assets; held-to maturity investments with maturities no more than 12 months when the investments were made are included in other current assets. (ii) Recognition and measurement Financial assets are recognised at fair value on the balance sheet when the Group becomes a party to the contractual provisions of the financial instrument. In the case of financial assets at fair value through profit or loss, the related transaction costs occurred at the time of acquisition is recognised in profit or loss for the current period. For other financial assets, transaction costs that are attributable to the acquisition of the financial assets are included in their initial recognition amounts. Financial assets are derecognised when the contractual rights to receive the cash flows from the financial assets have expired, or all substantial risks and rewards of ownership of the financial assets have been transferred. Financial assets at fair value through profit or loss and available-for-sale financial assets are subsequently measured at fair value. Investments in equity instruments are measured at cost when they do not have a quoted market price in an active market and whose fair value cannot be reliably measured. Receivables and held-to-maturity investments are measured at amortised cost using the effective interest method. - 11 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (9) Financial instruments (continued) (ii) Recognition and measurement (continued) A gain or loss arising from a change in the fair value of financial assets at fair value through profit or loss is recognised in profit or loss. Interests and cash dividends received during the period in which such financial assets are held, as well as the gains or losses arising from the disposal of the assets are recognised in profit or loss for the current period. A gain or loss arising from a change in fair value of an available-for-sale financial asset is recognised directly in equity, except for impairment losses and foreign exchange gains and losses arising from the translation of monetary financial assets. When such financial asset is derecognised, the cumulative gain or loss previously recognised in equity is recognised in profit or loss for the current period. Interests on available-for-sale investments in debt instruments are calculated using the effective interest method during the period in which such investments are held and cash dividends declared by the investee on available-for-sale investments in equity instruments are recognised as investment income in profit or loss. (iii) Impairment of financial assets The Group assesses the carrying amount of a financial asset other than that at fair value through profit or loss at each balance sheet date. If there is objective evidence that the financial asset is impaired, the Group shall determine the amount of any impairment loss. If an impairment loss on a financial asset carried at amortised cost has been incurred, the amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). If there is objective evidence that the value of the financial asset recovered and the recovery is related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed and the amount of reversal is recognised in profit or loss. In the case of a significant or prolonged decline in the fair value of an available-for-sale financial asset, the cumulative loss arising from the decline in fair value that had been recognised directly in equity is removed from equity and recognised in impairment loss. For an investment in debt instrument classified as available-for-sale on which impairment losses have been recognised, if, in a subsequent period, its fair value increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the previously recognised impairment loss is reversed and recognised in profit or loss for the current period. For an investment in an equity instrument classified as available-for-sale on which impairment losses have been recognised, if, in a subsequent period, its fair value increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the previously recognised impairment loss is reversed and directly recognised in equity. - 12 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (9) Financial instruments (continued) (iv) Derecognition of financial assets Financial assets are derecognised when: i) the contractual rights to receive the cash flows from the financial assets have expired; or ii) all substantial risks and rewards of ownership of the financial assets have been transferred; or iii) the control over the financial asset has been waived even if the Group does not transfer or retain nearly all of the risks and rewards relating to the ownership of a financial asset. On derecognition of a financial asset, the difference between the carrying amount and the aggregate of consideration received and the accumulative amount of the changes of fair value originally recorded in the owner’s equity, is recognised in the income statement. (b) Financial liabilities Financial liabilities are classified into the following categories at initial recognition: the financial liabilities at fair value through profit or loss and other financial liabilities. The financial liabilities in the Group mainly comprise other financial liabilities, including payables and borrowings. Payables comprise accounts payable and other payables, which are recognised initially at fair value and measured subsequently at amortised cost using the effective interest method. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently carried at amortised costs using the effective interest method. Other financial liabilities are classified as current liabilities if they mature within one year (one year included); others are classified as noncurrent liabilities; long-term borrowings due for repayment within one year since the balance sheet day are classified as current portion of non-current liabilities. A financial liability (or a part of financial liability) is derecognised when and only when the obligation specified in the contract is discharged or cancelled. The difference between the carrying amount of a financial liability (or a part of financial liability) extinguished and the consideration paid is recognised in the income statement. - 13 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (9) Financial instruments (continued) (c) Determination of fair value of financial instruments The fair value of a financial instrument that is traded in an active market is determined at the quoted price in the active market. The fair value of a financial instrument for which the market is not active is determined by using a valuation technique. Valuation techniques include using recent market transactions between knowledgeable, willing parties, reference to the current fair value of another instrument that is substantially the same with this instrument, and discounted cash flow analysis. When a valuation technique is used to establish the fair value of a financial instrument, management use observable market data as much as possible and relies as little as possible on the Group specific inputs. (10) Receivables Receivables comprise accounts receivable and other receivables. Accounts receivables arising from rendering of services are initially recognised at fair value of the contractual payments from the customer. (a) The receivables that are individually significant and the provision is individually provided for Receivables that are individually significant are subject to separate impairment assessment. If there is objective evidence that the Group will not be able to collect the full amount under the original terms, a provision for impairment of that receivable is established. The method for providing bad debt provision of the receivables that are individually significant and the provision is individually provided for is at the difference between the carrying amount of that receivable and the present value of its estimated future cash flows. (b) The receivables that are grouped for providing bad debt provision Receivables that are not individually significant are grouped on the basis of similar credit risk. The impairment losses are determined by considering the current conditions and the experience of bad debt for the groups of receivables with the similar credit risk. The basis of similar credit risk group: the aging of receivables Provision by credit risk portfolio – Aging analysis - 14 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (10) Receivables(continued) Aging analysis method for the bad debt provision for the groups of receivables Provision for Provision for other receivables (%) receivables (%) Within 1 year 0 0 1 to 2 years 0-10 0-10 2 to 3 years 0-30 0-30 3 to 4 years 0-60 0-60 4 to 5 years 0-60 0-60 Over 5 years 50-100 50-100 (c) The receivables that are not individually significant but the provision is individually provided for The reason for individually bad debt provision is there is objective evidence that the Group will not be able to collect the full amount under the original terms. The method for providing the bad debt provision is based on the difference between the carrying amount of that receivable and the present value of its estimated future cash flows. (d) When the Group transfers the accounts receivable to financial institutions without recourse, the difference between proceeds derived from the transaction, net of the carrying amounts of the accounts receivable and relevant taxes is recognized in profit or loss for the current period. (11) Inventories (a) Categories Inventories include spare parts, fuel and low cost consumables, and are presented at the lower of cost and net realisable value. (b) Measurement upon issuance Cost of spare parts and fuel is determined on the weighted average method. (c) Determination of net realisable value and the method of provisions for impairment of inventories Provisions for declines in the value of inventories are determined at the carrying value of the inventories net of their net realisable value. Net realisable value is determined based on the estimated selling price in the ordinary course of business, less the estimated costs to completion and estimated costs necessary to make the sale and relevant taxes. - 15 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (11) Inventories (d) The Group adopts the perpetual inventory system (e) Amortisation of low cost consumables Low cost consumables are expensed upon issuance. Designated accounting period (12) Long-term equity investments Long-term equity investments comprise the Company’s equity investments in its subsidiaries, the Group’s long-term equity investments in its associates as well as the long-term equity investments where the Group does not have control, joint control or significant influence over the investees, and which are not quoted in an active market and whose fair value cannot be reliably measured. Subsidiaries are all investees over which the Company is able to control. Associates are all investees that the Group has significant influence on their financial and operating policies. Investments in subsidiaries are measured using the cost method in the Company’s financial statements, and adjusted using the equity method when preparing the consolidated financial statements. Investments in associates are accounted for using the equity method. Other long-term equity investments where the Group does not have control, joint control or significant influence over the investee, and which are not quoted in an active market and whose fair value cannot be reliably measured are accounted for using the cost method. (a) Determining initial investment cost Long-term equity investments accounted for using the cost method are measured at the initial investment cost. Long-term equity investments accounted for using the equity method, where the initial investment cost exceeds the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the investment is initially measured at 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 included in profit or loss for the current period and the cost of the long-term equity investment is adjusted accordingly. - 16 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (12) Long-term equity investments (continued) (b) Subsequent accounting and recognition of profit or loss For long-term equity investments accounted for using the cost method, investment income is recognised in profit or loss for the cash dividends or profit declared by the investee. When using the equity method of accounting, the Group recognised the investment income based on its share of net profit or loss of the investee. The Group discontinues recognising its share of net losses of an investee after the carrying amount of the long-term equity investment together with any long-term interests that, in substance, form part of the investor’s net investment in the investee are reduced to zero. However, if the Group has obligations for additional losses and the conditions on recognition of provision are satisfied in accordance with the accounting standards on contingencies, the Group continues to recognise the investment losses and the provision. For changes in owner’s equity of the investee other than those arising from its net profit or loss, the Group record directly in capital surplus its proportion, provided that the Group’s proportion of shareholding in the investee remains unchanged. The carrying amount of the investment is reduced by the Group’s share of the profit or cash dividends declared by an investee. The unrealised profits or losses arising from the intra-group transactions between the Group and its investees are eliminated to the extent of the Group’s interest in the investees, on the basis of which the investment gain or losses are recognised. The loss on the intra-group transaction between the Group and its investees, of which the nature is asset impairment, is recognised in full amount, and the relevant unrealised gain or loss is not allowed to be eliminated. (c) Determining control, joint control, significant influence over investees Control means that the investor has the power to govern the financial and operating policies so as to obtain benefits from their operating activities. The existence and effect of potential voting rights (including that derived from the convertible bonds and warrants that are currently convertible or exercisable) are considered to determine whether the Group has control over the investee. Joint control means that the investor has contractual obligation to control a certain economic activity, while such control only exists when the significant financial and operating policies relating to that activity are agreed upon by all investors sharing that control. Significant influence means that the investor has the right to participate in the determination of the investee’s financial and operating policies, but cannot control or joint control with other parties on the determination of these policies. - 17 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (12) Long-term equity investments (continued) (d) Impairment of long-term equity investments The carrying amount of long-term equity investments in subsidiaries and associates is reduced to the recoverable amount when the recoverable amount is less than the carrying amount (Note 2(19)). When the long term investments which are not quoted in an active market and whose fair value cannot be reliably measured have impairment, the impairment loss is recognised at the differences between carrying amounts and the present value of future cash flow discounted using the prevailing market return rate on similar financial assets. Once the impairment loss is recognised, it is not allowed to be reversed for the value recovered in the subsequent periods. (13) Investment property Investment property, including land use rights that have already been leased out and buildings that held for the purpose of lease and buildings that is being constructed or developed for future use for leasing, is measured initially at the cost. Subsequent expenditures incurred for an investment property is included in the cost of the investment property when it is probable that economic benefits associated with the investment property will flow to the Group and the cost can be reliably measured, otherwise the expenditure is recognised in income statement in the period in which they are incurred. The Group adopts the cost model for subsequent measurement of the investment property. Buildings and land use rights are depreciated or amortised to allocate the costs of these assets to their estimated net residual values over their estimated useful lives. The estimated useful lives, the estimated net residual values expressed as a percentage of cost and the annual depreciation (amortisation) rates of the investment properties are as follows: Estimated Annual depreciation Estimated useful lives residual value (amortization) rate Buildings 25 - 33 years 10% 2.7% to 3.6% Land use rights 8 - 38 years - 2.6% to 12.5% When an investment property is changed to an owner-occupied property, it is transferred to fixed assets or intangible assets at the date of such change. When an owner-occupied property is changed to be held to earn rental or for capital appreciation, the fixed asset or intangible asset is transferred to investment property at the date of such change at the carrying amount of the property. The estimated useful life, net residual value of an investment property and the depreciation (amortisation) method applied are reviewed, and adjusted as appropriate at each financial year end. - 18 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (13) Investment property (continued) An investment property is derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. The amount of proceeds on sale, transfer, retirement or damage of an investment property less its carrying amount and related taxes and expenses is recognised in income statement for the current period. The carrying amount of investment property is reduced to the recoverable amount when the recoverable amount is less than the carrying amount (Note 2 (19)). (14) Fixed assets (a) Fixed assets recognition and initial measurement Fixed assets comprise harbor facilities, warehouses, container yards and buildings, machinery and equipment, motor vehicles, cargo ships and tugboats, and other equipments. Fixed assets purchased or constructed by the Group are initially measured at cost at the time of acquisition. Fixed assets contributed by the State-owned shareholders at the incorporation of a limited company are initially recorded at the valuation amount recognized by the State-owned assets supervision and administration department. Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset when it is probable that economic benefits associated with the fixed asset will flow to the Group and its cost can be reliably measured. The carrying amount of those parts that are replaced is derecognized and all other subsequent expenditures are recognised in profit or loss in the period in which it is incurred. (b) Fixed assets depreciation Fixed assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated residual values over their estimated useful lives. For the fixed assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted carrying amounts over their remaining useful lives. \ - 19 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (14) Fixed assets (continued) (c) Fixed assets depreciation The estimated useful lives, the estimated residual values expressed as a percentage of cost and the annual depreciation rates are as follows: Estimated Estimated Annual useful lives residual value depreciation rate Harbor facilities 5 - 50 years 10% 1.8%-18% warehouses, container yards and buildings 5 - 40 years 10% 2.25%-18% machinery and equipments 5 - 15 years 10% 6%-18% motor vehicles, cargo ships and tugboats 5 - 20 years 10% 4.5%-18% other equipments 5 years 10% 18% The estimated useful life, the estimated net residual value of a fixed asset and the depreciation method applied to the asset are reviewed, and adjusted as appropriate at least at each financial year-end. (d) The carrying amount of fix assets is reduced to the recoverable amount when the recoverable amount is less than the carrying amount (Note 2(19). (e) Fixed assets disposal A fixed asset is derecognized on disposal or when no future economic benefits are expected from its use or disposal. The amount of proceeds on sale, transfer, retirement or damage of a fixed asset net of its carrying amount and related taxes and expenses is recognised in profit or loss for the current period. (15) Construction in progress Construction in progress is measured at actual cost. Actual cost comprises construction costs, ,installation cost, borrowing costs that are eligible for capitalization and other costs necessary to bring the fixed assets ready for their intended use. Construction in progress is transferred to fixed assets when the assets are ready for their intended use, and depreciation begins from the following month. The carrying amount of construction in progress is reduced to the recoverable amount when the recoverable amount is less than the carrying amount (Note 2(19)). - 20 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (16) Borrowing costs The borrowing costs that are directly attributable to the acquisition and construction of a fixed asset that needs a substantially long period of time of acquisition and construction for its intended use commence to be capitalised and recorded as part of the cost of the asset when expenditures for the asset and borrowing costs have been incurred, and the activities relating to the acquisition and construction that are necessary to prepare the asset for its intended use have commenced. The capitalisation of borrowing costs ceases when the asset under acquisition or construction becomes ready for its intended use, the borrowing costs incurred thereafter are recognised in profit or loss for the current period. Capitalisation of borrowing costs is suspended during periods in which the acquisition or construction of a fixed asset is interrupted abnormally and the interruption lasts for more than 3 months, until the acquisition or construction is resumed. For a borrowing specific for the acquisition, construction or production activities for preparing an asset eligible for capitalisation, the to-be-capitalised borrowing costs shall be determined according to the actual borrowing costs incurred less any income earned on the unused borrowing fund as a deposit in the bank or as a temporary investment. For the other borrowings related to acquisition, construction and production of a qualifying asset, the amount of to-be-capitalised borrowing costs shall be the lower of the actual borrowing costs incurred and the amount of qualifying asset not financed by specific borrowings multiplying capitalisation rate. The capitalisation rate is the weighted average interest rate of these borrowings. (17) Intangible assets Intangible assets including land use rights, coastal line use rights and computer software are measured at actual cost. Fixed assets contributed by the state-owned shareholders at the incorporation of a limited company are initially recorded at the valuation amount recognized by the state-owned assets supervision and administration department. (a) Land use rights Land use rights are amortised on the straight-line basis over their estimated useful lives of 20 - 50 years. If the purchase costs of land use rights and attached buildings cannot be reliably allocated between the land use rights and buildings, for the purchase costs are recognised as fixed assets. (b) Coastal line use rights Coastal line use rights are amortised on the straight-line basis over periods of 5 - 50 years. (c) Computer software Computer software is amortised on a straight-line basis over periods of 3 - 5 years. - 21 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (17) Intangible assets (continued) (d) Periodical review of useful life and amortisation method For an intangible asset with a finite useful life, review and adjustment on useful life and amortization method are performed at each year-end. A provision for impairment and an impairment loss are recognized when the recoverable amount of an intangible assets is less than its carrying amount (2(19)). (18) Long-term prepaid expenses Long-term prepaid expenses include the expenditure for improvements to fixed assets under operating lease and other prepayments incurred but should be borne by the current and subsequent periods and amortised over more than one year. Long-term prepaid expenses are amortised on the straight-line basis over the expected beneficial period and are presented at cost net of accumulated amortisation. (19) Impairment of long-term assets Fixed assets, construction in progress, intangible assets with finite useful lives, investment properties measured using the cost model and long-term equity investments in subsidiaries, joint ventures and associates are tested for impairment if there is any indication that an asset may be impaired at the balance date. If the result of the impairment test indicates that the recoverable amount of the asset is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. A provision for asset Impairment is determined and recognised on an individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of the group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows. Separately recognised goodwill is tested at least annually for impairment, irrespective of whether there is any indication that the asset may be impaired. During the test, the carrying value of goodwill is allocated to the related asset group or groups of asset group which is expected to benefit from the synergies of the business combination. If the result of the test indicates that the recoverable amount of an asset group or groups of asset group including the goodwill allocated is lower than its carrying amount, the corresponding impairment loss is recognized. The impairment loss is first deducted from the carrying amount of goodwill allocated to the asset group or groups of asset group, and then deducted from the carrying amount of the remaining assets of the asset group or groups of asset group pro rata with goodwill. - 22 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (19) Impairment of long-term assets (continued) Once the asset impairment loss mentioned above is recognised, it is not allowed to be reversed even if the value is recovered in the subsequent periods. (20) Employee benefits Employee benefits mainly include wages or salaries, bonuses, allowances and subsidies, staff welfare, social security contributions, housing funds, labour union funds, employee education funds and other expenditures incurred in exchange for service rendered by employees. The Group has established a pension scheme for employees which is a defined contribution plan. The Group pays contributions at 5.5% to 6% of employees’ salary into the plan. The Group has no further obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. The pension assets are hold by a trustee and are managed separately from the Group’s assets. (21) Profit distribution Proposed profit distribution is recognised as a liability in the period in which it is approved by the shareholders’ meeting. (22) Revenue recognition The amount of revenue is determined in accordance with the fair value of the consideration received or receivable for services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, rebates, discounts and returns. Revenue is recognised when the economic benefits associated with the transaction will flow to the Group, the relevant revenue can be reliably measured and specific revenue recognition criteria have been met for each of the Group’s activities as described below: (a) Rendering of services The Group provides loading/unloading, transportation, logistic agency and other related harbor services to external customers. Revenue arising from provision of services is re ognised when services are completed and the amount of revenue and cost can be reliably measured . - 23 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (22) Revenue recognition (continued) (b) Transfer of asset use rights Interest income is recognised on a time-proportion basis using the effective interest method. Lease income from an operating lease is recognised on a straight-line basis over the period of the lease. (23) Government subsidies Government subsidy means the monetary or non-monetary assets obtained freely by an enterprise from the government, including tax returns, financial subsidies. Government subsidy is recognized unless the additional condition can be met and the subsidy can be received by the corporation. If the government subsidy is a monetary asset, it will be measured in the light of the received or receivable amount, if the government subsidy is a non-monetary asset, it shall be measured at its fair value. If its fair value cannot be obtained in a reliable way, it will be measured at its nominal amount. The government subsidies pertinent to assets will be recognized as other non-current debt- deferred income, equally amortized within the useful lives of the relevant assets and recognized as profit and loss at the same time. The government subsidies measured at their nominal amounts will be directly recognized as profit and loss in the current period. The government subsidies pertinent to incomes, those subsidies used for compensating related future expenses or losses will be recognized as deferred income and recognized as profit and loss during the period when the relevant expenses are recognized; those subsidies used for compensating related expenses or losses already existed will be directly recognized as income or cost in the current period. (24) Deferred revenue Deferred revenue is the advance from customers which should be amortised on a straight-line basis over the expected beneficial period and presented at cost net of accumulated amortization. - 24 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (25) Deferred tax assets and deferred tax liabilities Deferred tax assets and deferred tax liabilities are calculated and recognised based on the differences arising between the tax base of assets and liabilities and their carrying amount (temporary differences). Deferred tax asset is recognized for the deductible losses that can be carried forward to subsequent years for deduction of the taxable profit in accordance with the tax law. No deferred tax liability is recognised for a temporary difference arising from the initial recognition of goodwill. No deferred tax asset or deferred tax liability is recognized for the temporary differences resulting from the initial recognition of assets or liabilities due to a transaction other than a business combination, which affects neither accounting profit nor taxable profit (or deductible loss) At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax assets are only recognised for deductible temporary differences, deductible losses and tax credits to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, deductible losses and tax credits can be utilised. Deferred tax liabilities are recognised for temporary differences arising from investments in joint ventures, subsidiaries and associates, 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. When it is probable that the temporary differences arising from investments in subsidiaries, joint ventures and associates will be reversed in the foreseeable future and that the taxable profit will be available in the future against which the temporary differences can be utilized, the corresponding deferred tax assets are recognized. Deferred tax assets and liabilities are offset and presented on net basis when: The deferred taxes are relate to the same taxable entity and same taxation authority, and; That taxable entity has a legally enforceable right to offset current tax assets against current tax liabilities. (26) Leases A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an asset. An operating lease is a lease other than a finance lease. Lease payments under an operating lease are recognised on a straight-line basis over the period of the lease, and are either capitalized as part of the cost of related assets, or charged as an expense for the current period. - 25 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 2 Significant accounting policies and accounting estimates (continued) (27) Held for sale and discontinuing operations Non-current asset or components of the corporation which meet all three conditions below can be classified as hold for sale: (1) The agreement of disposal is made. (2) The contract which can not withdraw is signed by both corporation and the transferee. (3) The transfer will be completed with in a year. A non-current asset classified as an asset held for sale is presented as other current asset at the lower of the carrying amount and the fair value less costs to sell. Any excess of the carrying amount over the fair value less the costs to sell is recognised as asset impairment loss. Discontinuing operations are disposed or classified as hold for sale components which can be respectively identified from both operating and preparing the financial statements of the corporation. (28) Segment information The Group identifies operating segments based on the internal organization structure, management requirement and internal reporting, then discloses segment information of reportable segments which is based on operating segments. An operating segment is the component of the Group that all of the following conditions are satisfied: (1) that component can earn revenues and incur expenses from ordinary activities; (2) whose operating results are regularly reviewed by the Group’s management in order to make decisions about resources being allocated to the segment and assess its performance, and (3) for which the information of financial position, operating results and cash flows are available to the Group. If two or more operating segments have similar economic characteristics, and certain conditions are satisfied, they may be aggregated into one operating segment. (29) Critical accounting estimates and judgments The Group continually evaluates the critical accounting estimates and key judgements applied based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There are no critical accounting estimates or key judgments of the Group in current year that will cause significant adjustments to the book value of assets and liabilities in next year. - 26 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 3 Taxation The types and rates of taxes applicable to the Group are set out below. Type Taxable basis Tax rate Enterprise income tax Taxable income 16.5%, 24% and 25% Value added tax (“VAT”) Taxable income from vehicle maintenance and utilities supplies on 17% ships in shore (tax payable represents output VAT calculated using the taxable sales amount multiplied by the effective tax rate less deductible input VAT) Taxable income from sales of scraps 3% Taxable income from transfer of fixed asset (tax inclusive) 4% (levied by half) Business tax Taxable loading/unloading and transportation income 3% Taxable warehousing, logistic agency and rental income 5% Urban maintenance and VAT and Business tax paid 7% construction tax Education surplus VAT and Business tax paid 3%and2% The applicable enterprise income tax rate for the Company and the subsidiaries located in Shenzhen Special Economic Zone had been 15%. Under the new CIT Law, the CIT income tax rate applicable to the Company and these subsidiaries will increase gradually to 25% within 5 years from 2009 to 2012. The applicable income tax rate for 2011 is 24%. (2010: 22%) The applicable enterprise income tax rate for the subsidiaries located in Dongguan city is 25%. (2010: 25%) Chiwan Wharf Holdings (H.K.) Limited (the “WHK”) and Chiwan Shipping (H.K.) Company Limited are subject to Hong Kong CIT income tax rate at 16.5% (2010: 16.5%). - 27 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 3 Taxation (continued) For the six months ended 30 June 2011, several subsidiaries of the Company are still in the tax holiday of “5 year exemption and 5 year half reduction”. The details are set out below. (a) The profit derived from berth #12 of CCT is entitled to full exemption from income tax for five years commencing from its first profit making year and a 50% exemption for the following five years. 2011 is the eighth profit-making year of berth #12, CIT has been provided at a rate of 12% (2010: 11%). (b) The profit derived from berth #13 of CCT is entitled to full exemption from income tax for five years commencing from its first profit making year and a 50% exemption for the following five years when certain requirement met. 2011 is the seventh profit-making year of berth #13, CIT has been provided at a rate of 12% (2010: 11%). - 28 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 4. Business combination and consolidation of financial statements (1) Particulars of the subsidiaries (a) Subsidiaries established or invested by the Group Registered capital Type of Place of Nature of Legal Organization Full name of investees (in ten thousand Yuan Principal activities Type of enterprise subsidiaries registration business representatives code unless otherwise stated) Shenzhen Chiwan International Freight Agency Domestically-funded Company Limited Direct Shenzhen, PRC Logistics 550 Shipping agency service enterprise Qu Jiandong 61885111-4 Shenzhen Chiwan Terminal Company Limited Direct and Shenzhen, PRC Logistics Domestically-funded indirect 5,000 Port services enterprise Zhao Qiang 19231989-1 Shenzhen Chiwan Trains-Grains Terminal Direct and Shenzhen, PRC Logistics Warehousing of grains Chinese-Foreign equity Company Limited indirect 4,500 joint venture Zhang Jianguo 61893398-8 Chiwan Wharf Holdings (H.K.) Limited Direct Hong Kong SAR, Investments Shipping agency service Foreign company PRC HKD1,000,000 NA NA Dongguan Chiwan Wharf Company Limited Direct and Dongguan, PRC Logistics Port services, warehousing and other logistic Chinese-Foreign equity indirect 45,000 services joint venture Zhang Ning 79123972-X Dongguan Chiwan Terminal Company Limited Direct and Dongguan, PRC Logistics Port services, warehousing and other logistic Chinese-Foreign equity indirect 30,000 services joint venture Wang Fen 67307267-4 Hong Kong SAR, Investments Hinwin Development Limited Indirect PRC HKD10,000 NA Foreign company NA NA British Virgin Grossalan Investments Limited Indirect Islands Investments USD 1 Investment holding Foreign company NA NA - 29 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 4 Business combination and consolidation of financial statements (continued) (1) Particulars of the subsidiaries (continued) (a) Subsidiaries established or invested by the Group (continued) Substantial net investment on the Name of subsidiaries Year end actual investment subsidiaries recorded in other items Interest held (%) Voting right held (%) Consolidated Shenzhen Chiwan International Freight Agency 5,500,000 - 100% 100% Yes Company Limited Shenzhen Chiwan Terminal Company Limited 50,000,000 - 100% 100% Yes Shenzhen Chiwan Trains-Grains Terminal 45,000,000 - 100% 100% Yes Company Limited Chiwan Wharf Holdings (H.K.) Limited 1,070,000 11,004,285 100% 100% Yes Dongguan Chiwan Wharf Company Limited 382,500,000 - 85% 85% Yes Dongguan Chiwan Terminal Company Limited 300,000,000 - 100% 100% Yes Hinwin Development Limited 6,278,500 94,014,181 100% 100% Yes Grossalan Investments Limited 8 - 100% 100% Yes 790,348,508 105,018,466 - 30 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 4 Business combination and consolidation of financial statements (continued) (1) Particulars of the subsidiaries (continued) (b) Subsidiaries acquired under common control Registered capital Full name of investees Type of Nature of (in ten thousand Yuan unless Legal subsidiaries Place of registration business otherwise stated) Principal activities Type of enterprise representatives Organization code Shenzhen Chiwan Harbour Container Direct and indirect Shenzhen, PRC Logistics 28,820 Container handling and Chinese-Foreign Company Limited other port services Equity joint venture Zhang Ning 61881729-0 Shenzhen Chiwan Transportation Direct and indirect Shenzhen, PRC Logistics 1,500 container transportation, Chinese-Foreign Company Limited vehicle and port machinery Equity joint venture maintenance Zhang Ning 61883349-3 Chiwan Container Terminal Company Direct and indirect Shenzhen, PRC Logistics USD 95,300,000 Container handling and Chinese-Foreign Zheng Limited other port services Equity joint venture Shaoping 61881700-4 Shenzhen Chiwan Shipping and Direct and indirect Shenzhen, PRC Logistics 2,400 Cargo shipping Chinese-Foreign Transportation Company Limited Equity joint venture Zhang Ning 61881638-6 Chiwan Shipping (H.K.) Company Indirect Hong Kong, PRC Logistics HKD 800,000 Shipping agency service Foreign company Limited NA NA - 31 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 4 Business combination and consolidation of financial statements (continued) (1) Particulars of the subsidiaries (continued) (b) Subsidiaries acquired under common control (continued) Substantial net investment on the Reversal of minority profit / Year end actual subsidiaries recorded in Minority equity loss interest from minority Name of subsidiaries investment other items Interest held (%) Voting right held (%) Consolidated interest equity interest Shenzhen Chiwan Harbour Container Company Limited 250,920,000 - 100% 100% Yes - - Shenzhen Chiwan Transportation Company Limited 7,000,000 19 100% 100% Yes - - Chiwan Container Terminal Company Limited 485,990,004 - 55% 55% Yes 645,756,034 - Shenzhen Chiwan Shipping and Transportation Company Limited 24,000,000 - 100% 100% Yes - - Chiwan Shipping (H.K.) Company Limited 856,000 - 100% 100% Yes - - Shenzhen Chiwan Harbour Container Company Limited 768,766,004 19 645,756,034 - All above subsidiaries and the Company had been under common control by Nanshan Group before and after the acquisition. - 32 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 4 Business combination and consolidation of financial statements (continued) (1) Particulars of the subsidiaries (continued) (c) Subsidiaries acquired not under common control : Place of Registered registration capital Principal activities Interest held (%) Voting right held (%) Hong Kong SAR, Hinwin Development Limited PRC HKD10,000 NA 100% 100% (2) Entities newly or no longer included in the consolidation scope Entities newly in the consolidation scope is Hinwin Development Limited. (3) There is no loss of subsidiary due to disposal of shares and loss of control during the year. (4) Exchange rates adopted on the translation of major financial statement items of the foreign operating entities Balance Sheet Item Revenue, expense 30 June 2011 31 December 2010 and cash flow item Chiwan Shipping (H.K.) 1HKD = 0.85RMB 1HKD = 0.85RMB Current exchange rate of the Company Limited transaction Grossalan Investments Limited 1HKD = 0.85RMB 1HKD = 0.85RMB Current exchange rate of the transaction - 33 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (1) Cash at bank and on hand 30 June 2011 31 December 2010 Original Exchang RMB Original Exchang RMB currency e rate equivalent currency e rate equivalent Cash on hand- RMB - - 12,334 - - 8,829 HKD 1,861 0.85 1,582 2,557 0.85 2,174 USD 71 6.62 470 71 6.62 470 14,386 11,473 Cash at bank- RMB - - 747,524,500 - - 605,086,621 HKD 165,607,468 0.85 140,766,348 196,006,858 0.85 166,605,829 USD 4,981,897 6.62 32,980,158 1,336,616 6.62 8,848,399 921,271,006 780,540,849 Other cash balances- RMB - - 1,885,913 - - 1,066,932 HKD 16,847 0.85 14,320 116,847 0.85 99,320 USD - 6.62 - 228 6.62 1,509 1,900,233 1,167,761 923,185,625 781,720,083 (2) Notes receivable 30 June 2011 31 December 2010 Bank acceptance notes - 4,640,000 (3) Interest receivable 31 December Current year Current year 30 June 2010 additions decreases 2011 Interest receivables 1,318,202 535,000 (1,729,869) 123,333 There was no interest overdue as at 30 June 2011 and 31 December 2010. - 34 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (4) Accounts receivable 30 June 2011 31 December 2010 Accounts receivable 246,607,337 179,822,749 Less: provision for bad debts (49,994) (49,994) 246,557,343 179,772,755 (a) The ageing of accounts receivable is analysed below: 30 June 2011 31 December 2010 Within 1 year 246,524,014 179,739,426 Over 3 year 83,323 83,323 246,607,337 179,822,749 (b) Accounts receivable are analysed by categories as follows: 30 June 2011 31 December 2010 Book amount Provision for bad debts Book amount Provision for bad debts % of total Provision for % of % of total Provision for % of Amount balance bad debts balance Amount balance bad debts balance Receivables that are individually significant 171,126,329 69% - - 135,313,207 75% - - Others 75,481,008 31% (49,994) 0% 44,509,542 25% (49,994) 0% 246,607,337 100% (49,994) 0% 179,822,749 100% (49,994) 0% The management classified the five largest accounts receivable as “receivables that are individually significant”. (c) As at 30 June 2011, receivables that are individually significant and impaired are analysed as follows: % of the balance Provision for bad and reason of Amount debt impairment Customer A 74,288,026 - Not applicable Customer B 43,273,723 - Not applicable Customer C 22,710,438 - Not applicable Customer D 21,112,381 - Not applicable Customer E 9,741,761 - Not applicable 171,126,329 - - 35 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (4) Accounts receivable (continued) (d) The aging analysis of the receivables that are grouped and impaired is as follows: 30 June 2011 31 December 2010 Book amount Provision for bad debts Book amount Provision for bad debts % of total Provision for % of % of total Provision for % of Amount balance bad debts balance Amount balance bad debts balance Within 1 year 75,397,685 31% - 44,426,219 25% - - Over 3 years 83,323 0% (49,994) 60% 83,323 0% (49,994) 60% 75,481,008 31% (49,994) 0% 44,509,542 25% (49,994) 0% (e) As at 30 June 2011, no balances included in above accounts receivable are due from the shareholders of the Company who hold over 5% shares with voting rights (31 December 2010: Nil). (f) As at 30 June 2011, the Group’s five largest accounts receivable balances are analysed as follows: Relationship % of total accounts with the Group Amount Duration receivable balance Within 1 year and Customer A Third party 74,288,026 1 to 2 years 30% Customer B Third party 43,273,723 Within 1 year 17% Customer C Third party 22,710,438 Within 1 year 9% Customer D Third party 21,112,381 Within 1 year 9% Customer E Third party 9,741,761 Within 1 year 4% 171,126,329 69% - 36 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (4) Accounts receivable (continued) (g) Accounts receivable due from related parties are analysed as follows: 30 June 2011 31 December 2010 Provision Provision Relationship with the % of total for bad % of total for bad Group Amount balance debts Amount balance debts China Merchants Maritime Notes7(4) 1,655,720 0.7% - 344,900 0.2% - Logistics(Shenzhen)Co.,Ltd(“ CMML”) Shenzhen Southsea Grains Notes7(4) 1,107,347 0.4% - 110,521 0.1% - Industries Limited (“Southsea Grains”) CPSB Notes7(4) 1,050,490 0.4% - Notes7(4) Shenzhen Mawan Port Co., Ltd. 1,017,088 0.4% - 998,942 0.6% - (“SMP”) Notes7(4) Shenzhen Mawan Wharf Co, 413,293 0.2% - 397,090 0.2% - Ltd.(“SMW”) Notes7(4) Shekou Container Terminals 107,050 0.1% - 907,600 0.5% - Limited Notes7(4) COCL 50,000 0.0% - - - - Notes7(4) Haiqin Engineering 29,040 0.0% - - - - Notes7(4) Nantian Oilmills 9,519 0.0% - 562,957 0.3% - 5,439,547 2.2% - 3,322,010 1.9% - (h) The following accounts receivable are denominated in foreign currencies: 30 June 2011 31 December 2010 Original Exchang RMB Original Exchang RMB currency e rate equivalent currency e rate equivalent USD 5,615,833 6.62 37,176,814 4,025,498 6.62 26,648,794 HKD 1,638,811 0.85 1,392,989 1,551,068 0.85 1,318,408 38,569,803 27,967,202 - 37 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (5) Other receivables 30 June 2011 31 December 2010 Current accounts with counterparties 50,304,853 49,746,197 Staff advances 3,063,415 1,066,432 Deposits 3,256,176 2,427,356 Others 166,060 736,021 56,790,504 53,976,006 Less: Provision for bad debts (1,210,645) (1,210,645) 55,579,859 52,765,361 (a) The ageing of other receivables is analysed below: 30 June 2011 31 December 2010 Within 1 year 54,168,267 52,147,049 1 to 2 years 1,163,858 158,164 2 to 3 years 444,742 418,316 3 to 4 years 428,694 475,805 4 to 5 years - 130,563 Over 5 years 584,943 646,109 56,790,504 53,976,006 (b) Other receivables are analysed by categories as follows: 30 June 2011 31 December 2010 Book amount Provision for bad debts Book amount Provision for bad debts % of total Provision for % of % of total Provision for % of Amount balance bad debts balance Amount balance bad debts balance Receivables that are individually significant and individually provided for bad debt 47,066,017 83% (874,000) 1.9% 47,492,149 88% (520,000) 1.1% Receivables that are grouped and provided for bad debt 9,724,487 17% (336,645) 3.5% 6,483,857 12% (690,645) 10.7% 56,790,504 100% (1,210,645) 2.1% 53,976,006 100% (1,210,645) 2.2% - 38 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (5) Other receivables (continued) (c) As at 30 June 2011, the bad debt provision for other receivables that are individually significant or individually insignificant but subject to separate impairment assessment is made as follows: Provision for Book amount bad debts % of balance Reason Media Port Investments Limited 44,879,120 - - NA CMML 1,046,897 - - NA Beijing Tonggang Ltd 520,000 (520,000) 100% (i) Shenzhen Xuqin Industrial Development Co., The ageing of Ltd.(“Xuqin”) 320,000 (192,000) 60% other receivables The ageing of Petro china(ShenZhen)Oil Products Supply Co.,Ltd 300,000 (162,000) 54% other receivables 47,066,017 (874,000) (i) As at 30 June 2011 this item aged above 3 years, and the counterparty was already bankrupted. The Group is of the view that the receivable is fully irrecoverable, thus full provision has been made for this. (d) The aging analysis for other receivables that are grouped and provided for bad debt is as follows: 30 June 2011 31 December 2010 Book amount Provision for bad debts Book amount Provision for bad debts % of % of total Provision for % of total Provision for % of Amount balance bad debts balance Amount balance bad debts balance Within 1 year 5,718,134 10.0% - - 4,778,114 8.9% - - 1 to 2 years 2,589,487 4.6% (15,816) 0.6% 158,164 0.2% (15,816) 10.0% 2 to 3 years 430,426 0.8% (83,663) 19.4% 418,316 0.8% (83,663) 20.0% Over 3 years 986,440 1.7% (237,166) 24.0% 1,129,263 2.1% (591,166) 52.3% 9,724,487 17.1% (336,645) 3.5% 6,483,857 12.0% (690,645) 10.7% (e) As at 30 June 2011, the Group did not have any balances which were due to parties having 5% or above shareholdings in the Company (31 December 2010: Nil). - 39 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (5) Other receivables (continued) (f) As at 30 June 2011, the Group’s five largest other receivables balances are analysed as follows: % of total accounts Relationship with the receivable Group Amount Duration balance Associate of the Group Media Port Investment Limited(i) 44,879,120 Over 3 years 79% Associate of the Group CMML 1,046,897 Within 1 year 2% Beijing Tonggang Ltd Third party 520,000 Over 3 years 1% Shenzhen Xuqin Industrial Development Co., Controlled by the same Ltd.(“Xuqin”) parent company 320,000 Over 3 years 1% Petrochina(ShenZhen)Oil Products Supply Co.,Ltd Third party 300,000 Over 3 years 0% 47,066,017 83% (i) On 30 September 2002, China Merchants Holdings (International) Company Limited (the “CMHI”, a listed company in Hong Kong) and Shenzhen South Oil (Group) Company Limited (the “SSOG”) entered into an agreement called the “Agreement on Cooperation and Development of Mawan Port” (the “Development Agreement”) to incorporate three joint ventures, namely SMW, SMP and Shenzhen Mawan Terminals Co., Ltd. (“SMT”) (together referred to as “Mawan Companies”), to construct and operate the berth 0#, 5#, 6#, 7# and 8# in Mawan Port. According to the Development Agreement, CMHI and the Group will incorporate an associated corporation (Note 5 (10)) Media Port Investments Limited (the “MPIL”) first with equal percentage of equity held respectively. MPIL then incorporates the abovementioned three joint ventures together with SSOG, at 60% and 40% equity interest therein respectively. The total investment by the shareholders in these three Mawan joint ventures amounts to RMB 1,200,000,000. In 2003, according to the arrangement under the Development Agreement, WHK, a subsidiary of the Company, provided an interest free shareholder’s loan of HKD 169,815,000 to MPIL, and MPIL then injected the amount to the three Mawan companies as their paid-in capital. In 2006, the interest free shareholder’s loan was increased by HKD 39,320,388 and the increment was paid to the three companies by MPIL as paid-in capital. During year 2010, pursuant to meeting of board of directors of MPIL, such shareholders’ loans were decided to be partially repaid by portion according to the operation and funding situation of the Mawan companies. Therefore, the balance reduced to RMB 44,879,120 as at 30 June 2011 and the group estimated the receivable will be recovered within one year and recorded it as current asset. - 40 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (5) Other receivables (continued) (g) Other receivables due from related parties are analysed as follows: 30 June 2011 31 December 2010 Relationship with % of total % of total the Group accounts accounts receivable Provision for receivabl Provision for Amount s bad debt Amount es bad debt Media Port Investment Limited Notes7(4) 44,879,120 79.0% - 44,879,120 83.1% - Notes7(4) CMML 1,065,147 1.8% - 57,821 0.1% - Notes7(4) Xuqin 320,000 0.6% (192,000) 320,000 0.6% (192,000) Notes7(4) CPSB 135,622 0.2% - 135,622 0.3% - Notes7(4) Shekou Container Terminals Limited 58,071 0.1% - - - - Notes7(4) SMW 40,409 0.1% - 79,083 0.1% - Notes7(4) SMP 28,290 0.1% - 20,961 0.1% - 46,526,659 81.9% (192,000) 45,492,607 84.3% (192,000) (h) The following other receivables are denominated in foreign currencies: 30 June 2011 31 December 2010 Foreign currency Original Exchang RMB Original Exchang RMB currency e rate equivalent currency e rate equivalent USD 137,410 6.62 909,654 125,650 6.62 831,801 HKD 470,417 0.85 399,854 196,519 0.85 167,041 1,309,508 998,842 (6) Advance to suppliers (a) The ageing of advance to suppliers is analysed below: 30 June 2011 31 December 2010 % of total % of total Amount balance Amount balance Within 1 year 32,299,796 99.8% 31,256,172 100% 1 to 2 years 75,536 0.2% - - 32,375,332 100% 31,256,172 100% - 41 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (6) Advance to suppliers (continued) (b) As at 30 June 2011, the Group’s five largest advance to suppliers balances are analysed as follows: Relationship % of total with the advance to Time of Group Amount suppliers prepayment Unsettled reason Relevant goods or services Tianjin Dredging Co., Ltd Third party 13,740,000 42.4% Year2010 were not provided Year2011 Relevant goods or services Huidong construction engineering Co., LTD Third party 7,480,141 23.1% were not provided Relevant goods or services Wuhan construction first construction Co., LTD. Of shenzhen branch Third party 6,275,200 19.4% Year2011 were not provided Year2011 Relevant goods or services The Shanghai machinery equipment Co., LTD Third party 2,235,000 6.9% were not provided The People’s Insurance Company Relevant goods or services (Group) of China Limited Third party 841,972 2.6% Year2011 were not provided 30,572,313 94.4% (c) As at 30 June 2011, no balances of advance to suppliers were with related parties (31 December 2010: Nil). (d) As at 30 June 2011, no balances of advance to suppliers were with related parties (31 December 2010: Nil). (7) Inventories (a) Inventories by categories are analysed as follows: 30 June 2011 31 December 2010 Provision for Provision for declines in the declines in the value of Net book value of Net book Cost inventories value Cost inventories value Spare parts 27,450,930 (3,396,128) 24,054,802 26,001,106 (3,396,128) 22,604,978 Fuel 1,287,014 - 1,287,014 1,281,346 - 1,281,346 Low cost consumables 43,530 - 43,530 2,202 - 2,202 28,781,474 (3,396,128) 25,385,346 27,284,654 (3,396,128) 23,888,526 - 42 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (7) Inventories(continued) (b) Provision for declines in the value of inventories is analysed as follows: 31 December Current year 30 June 2011 2010 provisions Current year decreases Reversals Written-off Spare parts (3,396,128) - - - (3,396,128) (3,396,128) - - - (3,396,128) (c) Details about provision for declines in the value of inventories is as follows: % of current year reversals to Basis of provision Reason of current year reversals stock year end balance Net realizable value lower than the book value of spare Spare parts parts Not applicable Not applicable (8) Available-for-sale financial assets 30 June 2011 31 December 2010 Available-for-sale equity investments 5,410,000 6,640,000 Available-for-sale financial asset represented 1,000,000 PRC legal person shares of Jiangsu Expressway (the “Jiangsu Expressway”) held by the Company. As at 30 June 2011, the market value of the stocks in Shanghai Stock Exchange per the closing market price of the last trading day of the first half of the year 2011 was RMB 5,410,000. Fair value change of RMB 934,800 has been debited to capital surplus. - 43 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (9) Long-term equity investments 30 June 2011 31 December 2010 Joint ventures (a) 779,055,546 763,011,159 Associates (b) 509,714,759 373,001,527 Other long-term equity investment (c) 17,037,500 17,037,500 1,305,807,805 1,153,050,186 Less: Provision for impairment of long-term equity investments (d) (3,128,300) (3,128,300) 1,302,679,505 1,149,921,886 As at 30 June 2011, the long-term equity investments of the Group were not subject to restriction on disposal or remittance of return on investments. - 44 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated and the Company’s financial statements (continued) (9) Long-term equity investments (continued) (a) Joint venture Current year additions / decreases Provision for Cash Provision impairment Initial Share of net dividends Other Reason of for made in Accounting investment 31 December Additional profit or loss of announced by equity 30 June Interest Voting inconsistent interest impairment method cos 2010 investment associates associates changes 2011 % right % % and voting right balance current year China Overseas Harbour Equity Affairs (Laizhou) Co., Ltd * method 749,655,300 763,011,159 - 16,044,387 - - 779,055,546 40% 40% Not applicable - - * According to the investment agreement with shareholders of COHA and its constitutions, operating and other significant affairs should be effective after the approval of director from our side, therefore the company is under common control of our company and other shareholders and will be consolidated as joint venture. - 45 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated and the Company’s financial statements (continued) (9) Long-term equity investments (continued) (b) Associates Current year additions / decreases Provision Cash Provision for Initial Share of net dividends Other Reason of for impairment Accounting investment 31 December Additional profit or loss announced by equity 30 June Interest Voting inconsistent interest impairment made in method cost 2010 investment of associates associates changes 2011 % right % % and voting right balance current year Shenzhen Cyber-harbour Network Co., Ltd.(“Cyber Equity Network”) method 1,875,000 12,869,241 - (296,450) (1,224,863) - 11,347,928 23.16% 23.16% Not applicable - - Equity CMML method 80,000,000 66,766,772 95,898,285 291,914 - - 162,956,971 40% 40% Not applicable - - Equity MPIL* method 139,932 293,365,514 - 42,044,346 - - 335,409,860 50% 50% Not applicable - - 373,001,527 95,898,285 42,039,810 (1,224,863) - 509,714,759 - - * The Company held 50% equity in MPIL, but has no control over it. Thus MPIL was treated as an associate of the Company. As stated in Note 5(9), the Company held 30% equity of the three Mawan Companies through MPIL. - 46 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (9) Long-term equity investments (continued) (c) Other long-term equity investment Initial Current year Reason of Provision Provision Current year Accounting investment additions / Interest Voting inconsistent interest for impairment for impairment made declared cash method cost 31 December 2010 decreases 30 June 2011 % right % % and voting right balance in current year dividend China Ocean Shipping Agency Cost (Shenzhen) Company Limited method 13,510,000 13,510,000 - 13,510,000 15% 15% Not applicable - - - Shenzhen Petro-chemical Industry Cost (Group) Company Limited. method 3,500,000 3,500,000 - 3,500,000 0.26% 0.26% Not applicable (3,117,800) - - Guangdong Guang Jian Group Cost Company Limited method 27,500 27,500 - 27,500 0.02% 0.02% Not applicable (10,500) - - 17,037,500 - 17,037,500 (3,128,300) - - (d) Provision for impairment of long-term equity investments Current year Current year 31 December 2010 additions decreases 30 June 2011 Other long-term equity investment -Shenzhen Petro-chemical Industry (Group) Company Limited (3,117,800) - - (3,117,800) -Guangdong Guang Jian Group Company Limited (10,500) - - (10,500) (3,128,300) - - (3,128,300) - 47 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (10) Investment in joint ventures and associates Voting right Interest held held 30 June 2011 For the six Months Ended June 30 2011 Total assets Total liabilities Net assets Operating revenue Net profit / (loss) Joint venture – China Overseas Harbour Affairs (Laizhou) Co., Ltd 40% 40% 1,895,115,164 139,242,538 1,755,872,626 149,222,893 39,788,459 Associates – China Merchants Holdings (international) information technology company Ltd 23.16% 23.16% 64,288,693 12,933,127 51,355,566 22,548,876 (1,280,010) CMML 40% 40% 1,309,030,133 975,865,786 333,164,347 67,665,988 (669,515) MPIL 50% 50% HKD 481,344,703 HKD 105,892,865 HKD 375,451,838 - HKD (1,300) All above summary financial information of the joint venture and associates are extracted from their statutory financial statements or management accounts. The Group has applied the accounting policy of the Group to the results of the joint venture and associates in equity accounting of the share of results of the joint venture and associates. - 48 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (11) Investment properties 31 December Current year Current year 2010 additions decreases 30 June 2011 Cost totals 50,658,833 20,013,200 - 70,672,033 Buildings / properties 19,149,868 20,013,200 - 39,163,068 Land use right 31,508,965 - - 31,508,965 Accumulated depreciation / amortization totals 21,279,289 12,800,487 - 34,079,776 Buildings / properties 8,234,247 12,493,604 - 20,727,851 Land use right 13,045,042 306,883 - 13,351,925 Book value totals 29,379,544 - - 36,592,257 Buildings / properties 10,915,621 - - 18,435,217 Land use right 18,463,923 - - 18,157,040 In the first half of 2011, investment properties depreciation / amortisation was RMB 699,235 (Jan.-Jun 2010: RMB453,552). In the first half of 2011, the previously self occupied properties with net book value RMB 7,911,949 (Cost of RMB20,013,200) was leased out in current year, and therefore, such assets were transferred from fixed assets and intangible assets to investment properties at the dates of transfers. As at 30 June 2011 and 31 December 2010, none of the investment properties have obtained Building and Land Ownership Certificate. Please refer to Note 5(14) for the reason and measures taken by management. - 49 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (12) Fixed assets 31 December Current year Current year 30 June 2010 additions decreases 2011 Cost totals 4,236,465,750 4,678,032 (23,419,019) 4,217,724,763 Harbor facilities 1,315,344,468 - (17,147,200) 1,298,197,268 Warehouses, container yards and buildings 700,915,560 142,696 (3,342,092) 697,716,164 Machinery and equipments 1,874,315,547 982,769 - 1,875,298,316 Motor vehicles, cargo ships and tugboats 254,367,036 2,664,105 (2,382,800) 254,648,341 Other equipments 91,523,139 888,462 (546,927) 91,864,674 Accumulated depreciation totals 1,522,787,834 80,579,340 (14,695,204) 1,588,671,970 Harbor facilities 227,871,832 12,032,249 (9,537,665) 230,366,416 Warehouses, container yards and buildings 199,385,996 6,615,637 (2,579,400) 203,422,233 Machinery and equipments 907,292,082 51,916,431 - 959,208,513 Motor vehicles, cargo ships and tugboats 120,599,575 7,047,723 (2,142,486) 125,504,812 Other equipments 67,638,349 2,967,300 (435,653) 70,169,996 Net book amount totals 2,713,677,916 - - 2,629,052,793 Harbor facilities 1,087,472,636 - - 1,067,830,852 Warehouses, container yards and buildings 501,529,564 - - 494,293,931 Machinery and equipments 967,023,465 - - 916,089,803 Motor vehicles, cargo ships and tugboats 133,767,461 - - 129,143,529 Other equipments 23,884,790 - - 21,694,678 Provision for impairment loss totals 60,720,001 - - 60,720,001 Harbor facilities - - - - Warehouses, container yards and - - buildings* 60,695,381 60,695,381 Machinery and equipments - - - - Motor vehicles, cargo ships and tugboats 24,620 - - 24,620 Other equipments - - - - Net book value totals 2,652,957,915 - 2,568,332,792 Harbor facilities 1,087,472,636 - - 1,067,830,852 Warehouses, container yards and buildings 440,834,183 - - 433,598,550 Machinery and equipments 967,023,465 - - 916,089,803 Motor vehicles, cargo ships and tugboats 133,742,841 - - 129,118,909 Other equipments 23,884,790 - - 21,694,678 - 50 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (12) Fixed assets (continued) (*) In 2007, the Group planned to relocate part of the general cargo business and facilities to Dongguan Machong Port, and made certain impairment provision of certain demolition for related warehouses, container yards and buildings accordingly. As at 30 June 2011, the management of the Group considered that impairment provision against the fixed assets were sufficient. Depreciation charge in the first half of 2011 amounted to RMB 80,579,340(Jan.-Jun.2010: RMB 89,525,942). In the first half of 2011, depreciation expenses of RMB 76,874,148 (Jan.-Jun.2010: RMB86,107,646) and RMB3,705,192 (Jan.-Jun.2010: RMB 3,418,296) were charged to cost of revenue and general and administrative expenses, respectively. Fixed assets amounted to RMB 661,400(Jan.-Jun.2010: RMB46,085,622) were transferred from construction in progress in the first half of year. (a) Temporary idle fixed assets As at 30 June 2011, buildings, machinery and equipment with a net book amount of approximately RMB 1,940,528 (cost: RMB 28,298,184) were temporary idle (31 December 2010: net book amount: RMB 1,994,990 (cost: RMB 28,738,184)), due to that management has not designated their usage. Details are as follows: Accumulated Net book Cost depreciation Impairment amount Warehouses, container yards and buildings 28,298,184 (26,357,656) - 1,940,528 Management is of the view that such idle fixed assets are expected to put into use in the future, or the recoverable amount is larger than the net book value, thus no impairment provision is needed. (b) Fixed assets with ownership certificates to be obtained As at 30 June 2011, ownership certificates of buildings (“Buildings and Land Ownership Certificates”) for certain buildings of the Group with net book value of approximately RMB 85,502,427 (cost: RMB 212,427,825) had not yet been obtained (31 December 2010: carrying amount: RMB 62,095,750 (cost: RMB 128,793,948). For fixed assets with which book value of RMB 28,360,473(cost: RMB 94,282,156), please refer to Note 5(14) for the reason and response from management and the rest is on the process of getting ownership certificates. - 51 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (13) Construction in progress 30 June 2011 31 December 2010 Provision for Net Provision for Net Book value impairment book value Book value impairment book value 13 berths of the coastline of extended 144,669,558 - 144,669,558 1,380,600 - 1,380,600 Berth 4#-5#, Machong Port 42,513,499 - 42,513,499 7,222,455 - 7,222,455 Tug 2 27,008,939 - 27,008,939 5,060,834 - 5,060,834 Berth 2#-3#, Machong Port 20,490,332 - 20,490,332 64,129 - 64,129 Quay crane 19,575,000 - 19,575,000 - - - CTOS System 11,499,413 - 11,499,413 - - - Others 2,992,439 - 2,992,439 865,498 - 865,498 268,749,180 - 268,749,180 14,593,516 - 14,593,516 - 52 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (13) Construction in progress (continued) (a) Movement of significant construction in progress Perce % of ntage Accumulated Borrowing Transfer to fixed actual of capitalised cost capitalised Weighted 31 December Current year assets during the cost to compl borrowing In Jan.- average Sources of Name of projects Budget 2010 additions current year Other reduction 30 June 2011 budget etion cost Jun.2011 interest rate fund 13 berths of the coastline of Self Funding extended 373,080,000 1,380,600 143,288,958 - - 144,669,558 39% 39% - - - and loan Self Funding Berth 4#-5#, Machong Port 194,965,171 7,222,455 35,291,044 - - 42,513,499 22% 22% - - - and loan Self Funding Berth 2#-3#, Machong Port 331,850,000 64,129 20,426,203 - - 20,490,332 6% 6% - - - and loan Self Funding Tug 2 38,000,000 5,060,834 21,948,105 - - 27,008,939 71% 71% 228,388 194,609 5.679% and loan Self Funding Quay crane 130,500,000 - 19,575,000 - - 19,575,000 15% 15% - - - and loan Self CTOS System 31,040,542 - 11,499,413 - - 11,499,413 37% 37% - - - Funding Self Others 174,704,988 865,498 2,788,341 (661,400) - 2,992,439 2% 2% - - - Funding 14,593,516 254,817,064 (661,400) - 268,749,180 228,388 194,609 - 53 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (13) Construction in progress (continued)) (b) As at 30 June 2011, the progresses for significant constructions are analysed as below: Progress Notes Progress is estimated based on In survey and site the percentage of injection vs. 13 berths of the coastline of extended preparation budget Progress is estimated based on In survey and site the percentage of injection vs. Berth 4#-5#, Machong Port preparation budget Progress is estimated based on In survey and site the percentage of injection vs. Berth 2#-3#, Machong Port preparation budget (14) Intangible assets 31 December Current year Current year 2010 additions reductions 30 June 2011 Original cost totals 1,531,257,503 - - 1,531,257,503 Land use rights – prepaid under lease (a) 1,419,159,549 - - 1,419,159,549 Land use rights– purchased 19,343,189 - - 19,343,189 Computer software 19,868,628 - - 19,868,628 Coastal line use rights 72,886,137 - - 72,886,137 Accumulated amortization totals (457,009,684) (19,244,482) - (476,254,166) Land use rights – prepaid under lease (a) (436,282,005) (16,524,485) - (452,806,490) Land use rights– purchased (1,456,075) (1,952,356) - (3,408,431) Computer software (17,763,788) (355,995) - (18,119,783) Coastal line use rights (1,507,816) (411,646) - (1,919,462) Net book value totals 1,074,247,819 - - 1,055,003,337 Land use rights – prepaid under lease (a) 982,877,544 - - 966,353,059 Land use rights– purchased 17,887,114 - - 15,934,758 Computer software 2,104,840 - - 1,748,845 Coastal line use rights 71,378,321 - - 70,966,675 In the first half of 2011, the amortisation of intangible assets amounted to RMB 19,244,482 (Jan.- Jun.2010: RMB 18,880,351). - 54 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (14) Intangible assets(continued) (a) Group has leased from Nanshan Group several plots of land with a total area of 752,699 sq. meters within Chiwan port for a lease term of 20 - 50 years with up-front payments of RMB 684,453,783 made. The lands were injected by Shenzhen Investment Holding Corporation in 1982 as part of the consideration in acquiring the equity interests of Nanshan Group. As the PRC laws prevailing at that time did not provide for a mechanism for the issuance of official certificates of the land use rights, Nanshan Group has not obtained the land use right certificates of the leased land so far. In June 2003 and September 2004, CCT entered into a land use agreement with Nanshan Group and leased two plots of land, one with an area of 117,827.2 square meters for 40.5 years and the other with an area of 171,089.478 square meters for 39 years, at the consideration of RMB 271,002,558 and RMB 444,832,643 respectively. Also no official certificates for such lands were obtained by Nanshan Group. Correspondingly, the buildings located on such lands have not obtained relevant real estate certificates. Nanshan Group issued irrevocable and unconditional letters of indemnity to the Group in March 2001, June 2003 and September 2004, undertaking to indemnify the Group against any losses arising from or in connection with the leased land use rights. Based on the situations above, directors of the company believed there is no significant impairment risk will be caused by the absence of land use right certificate and no significant contingency exist. The company notice that Nanshan Group is actively settling the historical problem with relevant government department and it is just not possible to predict exact time of obtaining relevant legal certificates. (15) Goodwill 31 December Current year Current year 30 June 2010 additions decreases 2011 CCT (a) 10,858,898 - - 10,858,898 Hinwin Development Limited (b) - 4,385,897 - 4,385,897 10,858,898 4,385,897 - 15,244,795 (a) The goodwill arose from the acquisition of the minority interests in CCT, being the difference of the additional cost of investment and the Group’s share of the fair value of the identifiable net assets in CCT. (b) The goodwill arose from the acquisition of the shareowner in Hinwin Development Limited in May 2010,being the difference of the cost of investment and the Group’s share of the fair value of the identifiable net assets in Hinwin Development Limited. - 55 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (15) Goodwill (continued) (a) Impairment Goodwill allocated to the asset groups or compositions of asset groups of the Group at impairment tests are summarized by operating segments as follows: 30 June 2011 31 December 2010 Loading and unloading business - Mainland China 10,858,898 10,858,898 The recoverable amount of the asset groups and compositions of asset groups was determined according to the 5-year budget approved by the management, and calculated per cash flow forecasts. Estimated growth rate in cash flow above this 5-year was calculated as follows. Major assumptions applied in the future cash flow forecast method: Loading and unloading business – Mainland China Growth rate 0% Gross margin 57% Discount rate 13.2% The weighted average growth rate that management adopted is consistent with forecasts in relevant industry analysis reports, and did not exceed the long-term average growth rate of various services. Management developed a budgeted gross profit margin according to experience and forecast in market development, as well as the pre-tax interest rate that can reflect the specific risk of relevant asset group or combination of asset group, as discount rate. Such assumptions are applied to analyse the asset group or combination of asset group within relevant operating segment. (16) Long-term prepaid expenses 31 December Current year Current year Other 30 June 2010 additions amortisations decreases 2011 Construction expenditure of Tonggu sea-route (a) 59,026,284 - (922,285) - 58,103,999 Foresea packing ground 3,624,552 - (604,092) - 3,020,460 Improvement to fixed assets under operating leases 710,553 1,380,000 (86,771) - 2,003,782 Golf membership 486,800 - (71,489) - 415,311 63,848,189 1,380,000 (1,684,637) - 63,543,552 - 56 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (16) Long-term prepaid expenses(continued) (a)In 2007, the Shenzhen municipal government commenced the construction work of the public sea route connecting Tonggu sea route, Shekou port area, Chiwan port area, Mawan port area, Qianhaiwan port area and Dachanwan port area (“Tonggu Sea Route”). As required by a decision by the government, 60% of construction expenditure would be allocated to the port operators while the remaining 40% born by the government. The port operators in Western Shenzhen port areas were allocated 35% of the total expenditure, and subsequently agreed the portion to each operator, taking into accounts of the factors including the function, waterfront length, berthing ship of each porter etc. The total expenditure of RMB 64,560,000 were allocated to the Group and accounted for as Long term prepaid expenses, being amortized on a straight line basis over 35 years which is the expected useful live of Tonggu Sea Route starting from 2008 when the Tonggu Sea Route was ready for use. (17) Other non-current assets In March 2006, the Company entered into the agreement of “Frame contract for cooperation on usage of quay and land for berth 2# & 5# at Machong Port in Dongguan” with Dongguan Humen Port Administration Commission to purchase the use right of 1,200 meters coast line for berth 2# to 5# in Dongguan Machong Port, extending 700 meters from the front of terminal , equal to an area of 800,000 square meters at a consideration of RMB 260,000,000. Up to 30 June 2011, the Company has paid the first four installments of the consideration. As the Group has not obtain the land use right certificate, the relevant payments were therefore recognized as other non-current assets. (18) Deferred tax assets and deferred tax liabilities (a) Deferred tax assets before offsetting 30 June 2011 31 December 2010 Deductible Deductible temporary temporary Deferred tax difference and difference and assets losses Deferred tax assets losses Provision for asset impairment 15,485,248 65,587,348 15,485,248 65,587,348 Deductible losses 14,580,112 67,326,990 14,580,112 67,326,990 Depreciation of fixed assets and amortization of intangible assets 12,495,066 50,145,172 12,495,066 50,145,172 Accrued expenses 5,582,196 25,714,331 6,162,977 28,134,252 Pre-operational expenses 1,390,282 9,100,033 1,390,282 9,100,033 Others 1,969,977 8,758,878 1,969,977 8,757,878 51,502,881 226,632,752 52,083,662 229,051,673 - 57 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (18) Deferred tax assets and deferred tax liabilities (continued) (b) Deferred tax liabilities before offsetting 30 June 2011 31 December 2010 Deferred tax Taxable temporary Deferred tax Taxable temporary liabilities difference liabilities difference Change in fair value of available for sale equity financial assets recorded in capital surplus 1,029,600 4,290,000 1,324,800 5,520,000 (c) Analysis about deductible temporary differences and losses that the Group did not recognise deferred tax assets for is as follows: 30 June 2011 31 December 2010 Deductible losses 5,170,629 5,170,629 Deductible temporary differences - - 5,170,629 5,170,629 (d) The above deductible losses that no deferred tax assets have been provided for will expire in the following years: 30 June 2011 31 December 2010 2013 83,654 83,654 2014 379,817 379,817 2015 4,707,158 4,707,158 5,170,629 5,170,629 (e) As at 30 June 2011, there were no offsets between deferred tax assets and liabilities (31 December 2010: Nil). - 58 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (19) Provision for impairment of assets 31 December Current year Current year 30 June 2010 addition reduction 2011 Reverse Utilized Foreign exchange translation differences Bad debt provisions 1,260,639 - - - - 1,260,639 Bad debt provision for accounts receivable 49,994 - - - - 49,994 Bad debt provision for other receivable 1,210,645 - - - - 1,210,645 Provision for declines in the value of inventories(Note 5(7)) 3,396,128 - - - - 3,396,128 Provision for impairment of long-term equity investments (Note 5(9)) 3,128,300 - - - - 3,128,300 Provision for impairment of fixed assets (Note 5(12)) 60,720,001 - - - - 60,720,001 68,505,068 - - - - 68,505,068 (20) Short-term borrowings 30 June 2011 31 December 2010 Bank loans - unsecured 1,463,550,000 1,225,550,000 The above bank loans includes 577,000,000 denominated in RMB(31 December 2010: 390,000,000) and 1,043,000,000 denominated in HKD(31 December 2010: 983,000,000), the latter is equivalent to RMB 886,550,000 (31 December 2010: 835,550,000). As at 30 June 2011, the weighted average interest rate of the short-term borrowings was 3.95%per annum (2010: 3.68%). (21) Notes payable 30 June 2011 31 December 2010 Bank acceptance notes 1,875,000 1,895,750 As at 30 June 2011, RMB 1,875,000 had an expected maturity within 1 year (31 December 2010: RMB 1,895,750). - 59 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (22) Accounts payable 30 June 2011 31 December 2010 Construction amounts payable 236,219,323 160,673,611 Service amounts payable 28,293,021 20,810,343 Material purchase amounts payable 9,538,728 23,131,022 Rental payables 5,745,552 5,238,273 Machinery procurement amounts payable 2,415,767 4,870,002 282,212,391 214,723,251 (a) As at 30 June 2011, the Group did not have any accounts payable balances which were due to parties having 5% or above shareholdings in the Company except for the amount due to Nanshan Group below. (31 December 2010: nil). (b) Accounts payable due to related parties: 30 June 31 December 2011 2010 Nanshan Group 6,586,827 8,583,552 Shenzhen Haiqin Engineering Supervision Co. Ltd. (“Haiqin Engineering”) 5,062,227 9,972,227 China Merchants Holdings (international) information technology company Ltd 703,812 - Nantian Youpo 202,409 202,361 Xuqin 140,950 1,760,479 12,696,225 20,518,619 (c) As at 30 June 2011, accounts payable with aging over 1 year amounting to RMB 136,346,284 (31 December 2010: RMB 148,390,794) were mainly payable for construction. As the related construction projects have not been completed yet, the accounts have not been settled. Up to the approval date of these financial statements, RMB46,569,225 was paid. (d) The following accounts payable balances are denominated in foreign currency: 30 June 2011 31 December 2010 Original currency Exchange rate RMB equivalent Original currency Exchange rate RMB equivalent USD 5,644 6.62 37,363 7,433 6.62 49,208 HKD 1,081,827 0.85 919,553 1,359,449 0.85 1,155,532 956,916 1,204,740 - 60 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (23) Advances from customers 30 June 2011 31 December 2010 Service fee receipt in advance 5,163,375 4,769,320 (a) As at 30 June 2011, the Group did not have any advance from customers balances which were due to parties having 5% or above shareholdings in the Company (31 December 2010: Nil). (b) As at 30 June 2011, no balances of advance from customers were from related parties (31 December 2010: Nil). (c) As at 30 June 2011, no balances of advance from customers were aged above 1 year (31 December 2010: 1,100,684). (24) Employee benefits payable 31 December Current year Current year 30 June 2010 additions reductions 2011 Wages and salaries, bonuses, allowances and subsidies 27,253,030 89,071,040 (95,249,514) 21,074,556 Staff welfare - 2,409,406 (2,409,406) - Social security contributions 10,256 8,159,864 (8,160,306) 9,814 Including: Medical insurance - 1,279,510 (1,279,510) - Basic pension - 6,456,075 (6,456,075) - Unemployment insurance - 122,122 (122,122) - Employment injury insurance 10,256 130,970 (131,412) 9,814 Generational insurance - 171,187 (171,187) - Defined contribution plan * 125,952 1,400,251 (1,526,203) - Housing funds 11,810 5,518,648 (5,530,458) - Labor union and employee education funds 9,528,864 3,937,864 (2,781,902) 10,684,826 Others - 96,240 (96,240) - 36,929,912 110,593,313 115,754,029 31,769,196 * On 3 June 2008, the Group participated in a group defined contribution plan of Nanshan Group approved by Shenzhen government. The above pension contributions were paid into the plan through Nanshan Group. As at 30 June 2011, employee benefits payable balance did not include default items (31 December 2010: Nil). - 61 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (24) Employee benefits payable (continued) Pursuant to the resolution of 2004 general meeting of shareholders on 17 May 2005, it s resolved that the management team will be granted a performance reward scheme basing on the current year net profit and yearly net asset return ratio. The Company has provided RMB 14,917,004 of management reward in the first half of 2011 (Jan.-Jun.2010: 2,932,054), which was debited to general and administrative expenses. (25) Taxes payable 30 June 2011 31 December 2010 Enterprise income tax payable 29,006,918 69,788,458 Withholding tax payable 23,736,008 23,736,008 Business tax payable 5,745,215 4,834,815 Value-added-tax payable 49,934 95,738 Others 3,519,097 2,128,501 62,057,172 100,583,520 (26) Interest payable 30 June 2011 31 December 2010 Interest payable for long-term borrowings that interests are payable by installment and principal at maturity 905,272 769,567 Interest payable for short-term borrowings 2,385,855 2,188,839 3,291,127 2,958,406 (27) Dividends payable 30 June 2011 31 December 2010 Payable to International Enterprise Co., Ltd. 121,367,360 121,367,360 Payable to Hidoney Developments Co., Ltd. 91,983,683 91,983,683 Nanshan Group 171,681,743 - Public A Shares 43,552,280 - Public B Shares 83,291,584 - 511,876,650 213,351,043 - 62 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (27) Dividends payable(continued) As at 30 June 2011, the balances were payable to the minority shareholders of CCT, one of the subsidiaries of the Company, being dividends declared for 2010,and The company in July 2011 assigned 2010 dividend. (28) Other payables 30 June 2011 31 December 2010 Security expense payable 18,111,185 16,713,645 Temporary receipts 9,300,759 14,143,124 Due to employees 5,248,250 819,218 Deposits received 2,515,822 1,944,902 Service fees 1,748,152 951,137 Due to Nanshan Group 1,557,047 28,278 Insurance indemnity 1,365,425 1,386,919 Audit fee payable - 1,680,000 Others 8,911,981 7,360,583 48,758,621 45,027,806 (a) As at 30 June 2011, except for the amount due to Nanshan Group, the Group did not have any other payables which were due to parties having 5% or above shareholdings in the Company. (b) Other payables due to related parties: 30 June 2011 31 December 2010 Nanshan Group 1,557,047 48,304 China Merchants International Cold Chain (Shenzhen)Co.,Ltd(“CMICCL”) 253,800 253,800 CMML 53,380 - SMP 41,633 20,894 1,906,220 322,998 (c) As at 30 June 2011, other payables with aging over 1 year amounting to RMB 7,961,443 (31 December 2010: RMB8,435,721) are mainly deposits. As the relevant business keeps running, the amounts have not been settled. Up to the approval date of these financial statements, there was no significant repayment. - 63 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (28) Other payables (continued) (d) The following other payable balances are dominated in foreign currency: 30 June 2011 31 December 2010 Original Exchang RMB Original Exchan RMB currency e rate equivalent currency ge rate equivalent USD - 6.62 - 533,500 6.62 3,531,770 HKD 417,311 0.85 354,714 327,518 0.85 278,390 354,714 3,810,160 (29) Current portion of non-current liabilities 30 June 2011 31 December 2010 Current portion of long-term borrowings (a) 280,500,000 408,000,000 Current portion of deferred revenue(Note 5(31)) 4,951,750 4,951,750 285,451,750 412,951,750 (a) Current portion of long-term borrowings 30 June 2011 31 December 2010 Bank borrowings - unsecured 280,500,000 408,000,000 As at 30 June 2011, the balance of current portion of long- term borrowings represented the borrowing of HKD 100,000,000 by the Company and the borrowings by the Company’s subsidiary Chiwan container terminals Co.,Ltd(“CCT”) of HKD 230,000,000. - 64 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (29) Current portion of non-current liabilities (continued) Top five current portion of long-term borrowings: Borrowing Curren beginning Borrowing ending cy Interest rate (%) 30 June 2011 31 December 2010 Original RMB Original RMB currency equivalent currency equivalent Nanyang 19 October 19 October 2011 HKD 1.13%-1.57% 150,000,000 127,500,000 150,000,000 127,500,000 Commercial Bank 2009 Nanyang 22 July 2008 25 June 2011 HKD 1.079%-1.523% - - 139,000,000 118,150,000 Commercial Bank Nanyang 17 September 17 September HKD 1.69%-2.23% 100,000,000 85,000,000 100,000,000 85,000,000 Commercial Bank 2009 2011 Nanyang 31 July 2008 25 July 2011)) HKD 1.29%-2.03% 80,000,000 68,000,000 80,000,000 68,000,000 Commercial Bank Nanyang 25 June 2008 25 June 2011 HKD 1.079%-1.523% - - 11,000,000 9,350,000 Commercial Bank 330,000,000 280,500,000 480,000,000 408,000,000 (30) Special Payables 30 June 2011 31 December 2010 Refunds of Harbor Construction Fee 76,528,850 69,119,645 The item is refunds of harbor construction fee to the company and its subsidiary CCT from Shenzhen traffic bureau. According toreleased by Ministry of Finance, the fund should be managed in separate account and can be only used on fundamental facilities’ construction of marine transportation. (31) Other non-current liabilities 30 June 2011 31 December 2010 Deferred revenue - Business Contract (a) 55,455,081 57,841,707 - Government grant related to asset (b) 8,000,000 8,000,000 63,455,081 65,841,707 - 65 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (31) Other non-current liabilities(continued) (a) Business Contract 31 December 2010 - the portion of current liabilities 4,951,750 - the portion of non-current liabilities 57,841,707 62,793,457 Current year reduction (2,386,626) Less: the portion of current liabilities (4,951,750) 30 June 2011 55,455,081 Residual useful years 12-13 年 Deferred revenue is amortised on a straight-line basis over the expected beneficial period of 20 years and is presented at cost net of accumulated amortisation. (b) Government grant related to asset The item is government subsidies received which based on (NDRC[2010] No.1263). The total received amount is 8 million yuan. - 66 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (32) Share capital 31 December 2010 Current year additions / decreases 30 June 2011 Issuance of Presented Shares converted from new shares shares accumulation fund Others Sub-total Shares with restriction on disposal - State shares - - - - - - - PRC legal person shares - - - - - - - Other domestic shares 673,252 - - - 161,862 161,862 835,114 Including: Domestic shares of legal person other than the State - - - - - - - Natural person shares 673,252 - - - 161,862 161,862 835,114 Foreign shares - - - - - - - Including: Foreign legal person shares - - - - - - - Natural person shares - - - - - - - 673,252 - - - 161,862 161,862 835,114 Shares without restriction on disposal - Common shares in RMB 464,789,805 - - - - - 464,789,805 Domestically listed foreign shares 179,300,673 - - - (161,862) (161,862) 179,138,811 644,090,478 - - - (161,862) (161,862) 643,928,616 644,763,730 - - - - - 644,763,730 - 67 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (32) Share capital(continued) Since the share reformation scheme came into effect on 30 May 2006, the non tradable shares became tradable in 1 to 3 years. Up to 30 June 2011, all the shares held by Nanshan Group have become tradable. 31 December 2009 Current year additions / decreases 31 December 2010 Issuance of Presented Shares converted from new shares shares accumulation fund Others Sub-total Shares with restriction on disposal - State shares - - - - - - - PRC legal person shares - - - - - - - Other domestic shares 361,942 - - - 311,310 311,310 673,252 Including: Domestic shares of legal person other than the State - - - - - - - Natural person shares 361,942 - - - 311,310 311,310 673,252 Foreign shares - - - - - - - Including: Foreign legal person shares - - - - - - - Natural person shares - - - - - - - 361,942 - - - 311,310 311,310 673,252 Shares without restriction on disposal - Common shares in RMB 464,789,805 - - - - - 464,789,805 Domestically listed foreign shares 179,611,983 - - - (311,310) (311,310) 179,300,673 644,401,788 - - - (311,310) (311,310) 644,090,478 644,763,730 - - - - - 644,763,730 - 68 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (33) Capital surplus 31 December Current year Current year 2010 additions reductions 30 June 2011 Share premium 142,786,083 24,440,000 - 167,226,083 Other capital surplus— Change in fair value of available-for-sale financial assets - Total (Note 5(8)) 5,520,000 - (1,230,000) 4,290,000 - Deferred tax liabilities (Note 5(18)) (1,324,800) 295,200 - (1,029,600) Transfer from the balance of capital surplus - recognised under previous accounting system (a) (2,781,133) - (2,781,133) Others 709,605 1,210,000 - 1,919,605 144,909,755 25,945,200 (1,230,000) 169,624,955 31 December Current year Current year 31 December 2009 additions reductions 2010 Share premium 142,786,083 - - 142,786,083 Other capital surplus— Change in fair value of available-for-sale financial assets - Total (Note 5(8)) 6,020,000 (500,000) - 5,520,000 - Deferred tax liabilities (Note 5(18)) (1,324,400) (400) - (1,324,800) Transfer from the balance of capital surplus - recognised under previous accounting system (a) (2,781,133) - (2,781,133) Others 709,605 - - 709,605 145,410,155 (500,400) - 144,909,755 (a) Balances of capital surplus recognized under previous accounting system mainly include: -During 2003 to 2005, the Group provided shareholder’s loan of RMB 100,000,000 to Mawan companies. According to related circular CK(2001)64 regarding accounting treatment of sales of assets between related parties issued by the Ministry of Finance, that part of interest received that exceeded the market interest rate of RMB 7,124,745 was recorded in capital surplus. -On 1 January 2006, CCT changed its recording currency from Hong Kong dollar to Renminbi yuan. According to the relevant PRC regulations, the exchange differences arising from translation of foreign capital and other equity accounts are recorded in capital surplus. The Group debited the portion of CCT’s capital and other equity accounts of RMB 10,086,842, calculated based on the proportion of equity interest the Group held in CCT, to capital surplus. - 69 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (34) Surplus reserve Current year Current year 31 December 2010 additions reductions 30 June 2011 Statutory surplus reserve 383,570,404 38,122,001 - 421,692,405 Current year Current year 31 December 31 December 2009 additions reductions 2010 Statutory surplus reserve 355,134,736 28,435,668 - 383,570,404 In accordance with the Company Law and the Company’s Articles of Association, the Company should appropriate 10% of net profit for the year to the statutory surplus reserve, the Company can cease appropriation when the statutory surplus reserve accumulated to more than 50% of the paid in capital. The statutory surplus reserve can be used to make up for the loss or increase the paid in capital after approval. The Company appropriates discretionary surplus reserve after shareholders’ meeting approves the Board of Director’s proposal. The discretionary surplus reserve can be used to make up for the loss or increase the paid in capital after approval. Pursuant to the board resolution, the Company appropriates 10% of net profit to statutory surplus reserve, namely RMB 38,122,001 (2010: 28,435,668), no appropriation to discretionary reserve is provided. (35) Retained earnings Jan.-Jun.2011 2010 Amount Appropriate or Amount Appropriate or distribution % distribution % Opening retained earnings 2,079,724,472 - 1,721,028,196 - Add: Current year net profit attributable to the equity owners of the parent company 258,357,428 - 596,680,156 - Less: Appropriation of statutory reserves (38,122,001) 10% (28,435,668) 10% Common share dividends payable (298,525,607) 50% (209,548,212) 50% Closing retained earnings (1,210,000) - - - Opening retained earnings 2,000,224,292 2,079,724,472 - 70 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (35) Retained earnings (continued) As at 30 June 2011, included in the undistributed profits, the amount of RMB 466,088,790 is subsidiaries’ surplus reserve attributable to the Company (31 December 2010: RMB 466,088,790), among which nothing is appropriated for the first half year (Jan.-Jun.2010: nil). In accordance with a resolution at the Board of Directors meeting dated 11 June 2010, the Board of Directors proposed dividend of RMB 3.25 for each 10 shares of the issued shares of 644,763,730 in total, with an aggregated amount of RMB 209,548,212(2009 proposed: RMB322,381,865). In accordance with the resolution at the Shareholder’s meeting dated on 27 May 2011, the Board of Directors proposed dividend of RMB 4.63 for each 10 shares of the issued shares of 644,763,730 in total, with an aggregated amount of RMB298,525,607 and has been recorded as liability as at 30 June 2011. (36) Minority interests 30 June 2011 31 December 2010 CCT 645,756,034 567,608,774 Dongguan Chiwan Wharf Company Limited 67,500,000 - 713,256,034 567,608,774 (37) Revenue and cost of sales Jan.-Jun.2011 Jan.-Jun.2010 Revenue from main operations 813,668,717 809,922,098 Revenue from other operations 31,314,857 23,839,787 844,983,574 833,761,885 Jan.-Jun.2011 Jan.-Jun.2010 Cost of main operations 354,204,083 333,013,099 Cost of other operations 5,604,991 3,876,991 359,809,074 336,890,090 - 71 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (37) Revenue and cost of sales (continued) (a) Revenue and cost from main operations Analysis by business is as follows: Jan.-Jun.2011 Jan.-Jun.2010 Revenue from Cost from Revenue from main main main Cost from main operations operations operations operations Loading and unloading services 759,054,661 329,387,676 757,020,116 314,985,173 Transportation service 68,602,368 43,857,182 70,188,863 38,870,144 Agency and others services 5,052,463 - 3,555,337 - Elimination (19,040,775) (19,040,775) (20,842,218) (20,842,218) 813,668,717 354,204,083 809,922,098 333,013,099 Analysis by geographic area is as follows: Jan.-Jun.2011 Jan.-Jun.2010 Revenue from Cost from Revenue from Cost from main main main main operations operations operations operations Mainland China 810,804,713 354,204,083 808,068,595 333,013,099 Hong Kong 2,864,004 - 1,853,503 - 813,668,717 354,204,083 809,922,098 333,013,099 (b) Other revenue and cost Jan.-Jun.2011 Jan.-Jun.2010 Revenue from Cost from other Revenue from Cost from other other operations operations other operations operations Lease income 11,866,087 1,090,971 7,769,043 1,265,627 Security fee 8,268,912 1,244,159 3,782,631 223,312 Other logistic services in port 5,227,930 - 5,592,274 - Agency fee 2,455,045 1,616,614 2,236,507 1,183,204 Sales of material 1,065,715 - 690,565 - Documentation fee 456,991 - 300,535 - Containers management fee 1,974,177 1,653,247 3,468,232 1,204,848 31,314,857 5,604,991 23,839,787 3,876,991 - 72 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (37) Revenue and cost of sales (continued) (c) Particulars of revenue from the top five customers of the Group Revenue from the top 5 customers with aggregate amount of RMB 519,367,626 (Jan.-Jun.2010: RMB 521,509,348) accounted for 61% (Jan.-Jun.2010: 63%) of the Group’s total revenue in Jan.-Jun.2011. Details are as follows: % of total revenue Revenue of the Group Customer A 243,295,867 29% Customer B 171,032,864 20% Customer C 39,843,705 5% Customer G 34,429,950 4% Customer F 30,765,240 3% 519,367,626 61% (38) Tax and surcharges Jan.-Jun.2011 Jan.-Jun.2010 Accrual basis Business tax 31,161,389 28,739,075 See Note 3 City maintenance and construction tax 2,188,931 994,959 See Note 3 Educational surcharge 1,404,818 46,444 See Note 3 Others 237,308 116,842 34,992,446 29,897,320 - 73 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (39) General and administration expenses Jan.-Jun.2011 Jan.-Jun.2010 Staff cost 45,991,777 26,829,760 Depreciation and amortisation 4,723,026 4,051,919 Utilities and property management 4,051,958 4,296,732 Entertainment 3,083,598 2,426,333 Decoration and maintenance 2,554,029 1,451,377 Insurance 2,532,314 1,950,801 Professional service 2,300,184 1,742,810 Transportation 2,022,448 2,305,026 Communication 1,741,015 1,478,855 Rental 804,083 856,163 Others 7,108,528 7,997,871 76,912,960 55,387,647 (40) Financial (income)/expenses - net Jan.-Jun.2011 Jan.-Jun.2010 Interest expenses - Interests on 26,557,236 6,132,898 borrowings Less: interest income (3,144,709) (2,825,461) Exchange gains 4,009,335 668,086 - Exchange gains from operating 4,009,335 668,086 activities Others 1,184,082 940,177 28,605,944 4,915,700 (41) Investment income Jan.-Jun.2011 Jan.-Jun.2010 Investment income from investments under cost method accounting - - Investment income from investments under equity method accounting (Note 5 (9)(a)(b)) 58,084,197 54,339,534 Loss from disposal of long-term investment - 29,767,257 Income from available-for-sale financial assets 360,000 310,000 58,444,197 84,416,791 - 74 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (41) Investment income(continued) There is no significant restriction in receipt in remittance for investment income. (a) Investment income from long-term equity investments under cost method accounting Investment income from top five investees or individually accounted to over 5% of total profit are analysed as below: Jan.-Jun.2011 Jan.-Jun.2010 Reason of fluctuation 42,044,346 56,400,106 Decrease in performance MPIL COHA(Laizhou) 16,044,387 - Newly joint venture in Jule 2010 Cyber Network (296,450) 939,805 Decrease in performance CMML 291,914 (3,000,377) Decrease in performance 58,084,197 54,339,534 (42) Non-operating income Jan.-Jun.2011 Jan.-Jun.2010 Gain on disposal of non-current assets 70,135 2,008,173 Including: disposal of fixed assets 70,135 2,008,173 Government grant (a) - 344,690 Others 216,968 116,311 287,103 2,469,174 (a) Details of government grants Jan.-Jun.2011 Jan.-Jun.2010 Special award of water saving - 344,690 - 344,690 - 75 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (43) Non-operating expenses Jan.-Jun.2011 Jan.-Jun.2010 Losses on disposal of non-current assets 67,125 57,458 Including: disposal of fixed assets 67,125 57,458 Donation 17,000 6,000 Penalty expenditure 290 - Others 12,888 41,899 97,303 105,357 (44) Income tax expenses Jan.-Jun.2011 Jan.-Jun.2010 Current income tax 66,211,679 55,289,972 Deferred income tax 580,780 10,649,149 66,792,459 65,939,121 The reconciliation from income tax calculated based on applicable tax rate and total profit presented in the consolidated financial statements to the income tax expenses is as follows: Jan.-Jun.2011 Jan.-Jun.2010 Profit before income tax 403,297,147 493,451,736 Income tax calculated at the applicable tax rate of 24% (2010: 22%) 96,791,315 108,559,382 Effect of tax holidays (15,972,249) (27,093,995) Income not subject to tax (14,026,607) (15,491,694) Effect of different tax rate in other tax jurisdictions - (34,572) Income tax expenses 66,792,459 65,939,121 - 76 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (45) Earning per share (a) Earnings per share - basic Basic earning’s per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average number of ordinary shares in issue during the year. Jan.-Jun.2011 Jan.-Jun.2010 Consolidated profit attributable to shareholders of the Company 258,357,428 308,963,482 Weighted average number of ordinary shares in issue 644,763,730 644,763,730 Basic earnings per share 0.401 0.479 Includes: - Basic earnings per share from 0.401 0.479 continuing operations: (b) Earnings per share - diluted The Company had not potential dilutive outstanding equity instruments issued as at Jan.-Jun. 2011 and 2010, accordingly the diluted earnings per share are the same as the basic ones. (46) Other comprehensive income Jan.-Jun.2011 Jan.-Jun.2010 Gain/(loss) arising from available-for-sale financial assets (1,230,000) (1,050,000) Less: Income tax relating to available-for-sale financial assets 295,200 231,000 Subtotal (934,800) (819,000) Exchange differences arising from translating foreign operations - 282 Subtotal - 282 (934,800) (818,718) - 77 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (47) Notes to consolidated cash flow statements (a) Cash received relating to other operating activities Jan.-Jun.2011 Jan.-Jun.2010 Refunds of Harbour Construction Fee received 7,458,725 (981,521) Intrest income 5,419,544 3,059,031 Government grant - 344,690 Others 382,164 5,754,973 13,260,433 8,177,173 (b) Cash paid relating to other operating activities Jan.-Jun.2011 Jan.-Jun.2010 Office expenses & utilities 6,892,098 7,450,339 Lease expenses 192,721 172,853 Entertainment expenses 2,918,335 2,430,689 Asset insurance fee 2,861,214 1,954,592 Car expenses 2,344,176 1,991,373 Consulting & auditing fee 1,856,663 2,076,638 Port expenses 1,800,919 3,143,587 Collection and payment on others behalf 1,205,094 8,645,922 Travel & accommodation 1,073,977 1,559,967 Advertisements & exhibition expense 80,383 319,691 Others 12,727,238 10,753,160 33,952,818 40,498,811 - 78 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (48) Notes to consolidated cash flow statements (a) Notes to consolidated cash flow statements Reconciliation from the net profit to the cash flows from operating activities Jan.-Jun.2011 Jan.-Jun.2010 Net profit 336,504,688 427,512,615 Add: (Provisions for)/reversal of assets impairment - - Depreciation of fixed assets 80,579,340 89,525,942 Depreciation/amortization of investment property 658,922 453,552 Amortization of intangible assets 19,244,482 18,880,351 Amortization of long-term prepaid expenses 1,684,637 2,009,038 Gains on disposal of fixed assets and intangible assets (70,135) (1,950,715) Losses on scrapping of fixed assets - - Finance expenses/(income) 26,557,236 5,703,729 Investment (income)/lose (58,444,197) (84,416,791) Increase in deferred tax assets 580,781 10,469,149 Decrease/(increase) in inventories (1,496,820) 754,301 (Increase)/decrease in operating receivables (88,047,570) (34,928,208) Increase/(decrease) in operating payables (16,370,519) (56,425,726) Net cash flows from operating activities 301,380,845 377,587,237 Net increase/(decrease) in cash and cash equivalents Jan.-Jun.2011 Jan.-Jun.2010 Cash at end of year 923,185,625 1,108,008,730 Less: cash at beginning of year 781,720,083 741,096,267 Net increase/(decrease) in cash 141,465,542 366,912,463 - 79 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 5 Notes to the consolidated financial statements (continued) (b) Cash and cash equivalents 30 June 2011 31 December 2010 Cash Including: Cash on hand 14,386 11,473 Cash at bank without restriction 921,271,006 780,540,849 Other cash balance without restriction 1,900,233 1,167,761 Cash and cash equivalents at end of year 923,185,625 781,720,083 6 Segment information The reportable segments of the Group are the business units that provide different products or service, or operate in the different areas. Different businesses or areas require different technologies and marketing strategies, the Group, therefore, separately manages the production and operation of each reportable segment and evaluates their operating results respectively, in order to make decisions about resources to be allocated to these segments and to assess their performance. The Group identified 3 reportable segments namely loaded and unloaded operation, transportation and agency service and other services respectively. The management of the Company identifies reviews the group internal reports regularly in order to assess their performance and make decisions of resources being allocated to the segment, which is the foundation of the Group identifying operation segments. Inter-segment transfers are measured by reference to sales to third parties. The assets are allocated based on the operations of the segment and the physical location of the asset. The liabilities are allocated based on the operations of the segment. Expenses indirectly attributable to each segment are allocated to the segments based on the proportion of each segment’s revenue. - 80 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 6 Segment information (continued) (a) Segment information as at and for the period ended 30 June 2011 is as follows : Load and unload Agency service and operation Transportation others Unallocated Elimination Total Revenue from external customers 790,369,518 49,561,593 5,052,463 - - 844,983,574 Inter-segment revenue - 19,040,775 - - (19,040,775) - Interest income 750,865 7,737 3,618 2,382,489 - 3,144,709 Interest expenses (12,066,630) - - (14,490,606) - (26,557,236) Share of profit of associates and joint venture 58,088,733 - (4,536) - - 58,084,197 Asset impairment loss - - - - - - Depreciation and amortisation (96,337,685) (5,750,116) (79,580) - - (102,167,381) Total profit 419,432,460 18,841,428 2,474,542 (37,451,283) - 403,297,147 Income tax expenses (70,238,489) (4,521,943) (196,952) 8,164,925 - (66,792,459) Net profit 349,193,971 14,319,485 2,277,590 (29,286,358) - 336,504,688 Total assets 6,469,955,935 222,019,979 198,029,531 (81,167,401) (35,677,118) 6,773,160,926 Total liabilities 706,338,734 51,439,834 10,780,347 2,104,137,017 (35,677,118) 2,837,018,813 Non-cash expenses other than depreciation and amortisation - - - - - - Long-term equity investments in associates and joint ventures 1,114,465,406 - 174,304,899 - - 1,288,770,305 Additions to non-current assets other than long-term equity investments 237,812,934 22,230,454 79,865 48,250 - 260,171,503 - 81 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 6 Segment information (continued) (b) Segment information as at and for the period ended 30 June 2010 is as follows: Load and unload Agency service and operation Transportation others Unallocated Elimination Total Revenue from external customers 780,859,901 49,346,646 3,555,338 - - 833,761,885 Inter-segment revenue - 20,842,218 - - (20,842,218) - Interest income 254,477 24,107 2,551 2,554,326 - 2,825,461 Interest expenses (3,623,924) - - (2,508,974) - (6,132,898) Share of profit of associates and joint venture 56,400,106 - 27,736,685 - - 84,136,791 Asset impairment loss - - - - - - Depreciation and amortisation (102,805,827) (8,000,228) (62,828) - - (110,868,883) Total profit 445,785,249 26,987,128 29,184,929 (8,505,570) - 493,451,736 Income tax expenses (59,055,943) (5,975,168) (188,294) (719,716) - (65,939,121) Net profit 386,729,306 21,011,960 28,996,635 (9,225,286) - 427,512,615 Total assets 5,324,871,355 198,893,451 98,679,915 337,440,899 (27,098,676) 5,932,786,944 Total liabilities 836,946,275 53,519,717 10,579,091 1,421,103,322 (27,098,676) 2,295,049,729 Non-cash expenses other than depreciation and amortisation - - - - - - Long-term equity investments in associates and joint ventures 244,490,196 - 77,769,333 - - 322,259,529 Additions to non-current assets other than long-term equity investments 46,451,889 346,141 7,898 47,299 - 46,853,227 - 82 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 6 Segment information (continued) The Group’s revenue from external customers of Mainland China and other countries or geographical areas for the first half of 2011, and the total non-current assets other than financial assets and deferred tax assets located in the Mainland China and other countries or geographical areas as at 30 June 2011 are as follows: Revenue from external customers Jan.-Jun.2011 Jan.-Jun.2010 Mainland PRC 842,119,570 831,908,382 Hong Kong 2,864,004 1,853,503 844,983,574 833,761,885 Total non-current assets other than 30 June 2011 31 December 2010 financial assets and deferred tax assets Mainland PRC 5,431,792,752 5,068,071,718 Hong Kong 23,592 28,263 5,431,816,344 5,068,099,981 The revenue from Load and unload operation segment of RMB 519,367,626 is derived from a single customer, accounting for 61% of the Group’s total revenue 7 Related parties and related party transactions (1) The parent company (a) General information of the parent company Entity type Place of Legal Nature of business Organisation registration representative code Nanshan Group Sino-foreign Shenzhen Fu Yuning Land development, port 61883297-6 invested service and transportation, enterprise industry and commerce, tour, real estate and others China Merchants (Nanshan) Holdings Ltd (an indirect subsidy of China Merchants Group Co., Ltd),Shenzhen Investment Holdings Co.ltd and Guangdong Guangye Investment Holdings Ltd holds 36.52% , 26.1% and 23.49% share of Nanshan Group respectively, there is no other shareholders’ share over 10%. - 83 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 7 Related parties and related party transactions (continued) (1) The parent company (continued) (b) Registered capital and changes in registered capital of the parent company 31 December Current year Current year 30 June 2010 additions decreases 2011 Nanshan Group 500,000,000 - - 500,000,000 (c) The proportion of interests and voting rights in the Company held by the parent company 30 June 31 December 2011 2010 % interest held % voting rights % interest held % voting rights Nanshan Group 57.51% 57.51% 57.51% 57.51% (2) Subsidiaries The general background and other related information of the subsidiaries is set out in Note 4. (3) Associates The general background and other related information of the associates is set out in Note 5(10). Entity type Place of Legal Nature of Registered capital Interest Voting right oganisation code incorporation presentative business held held Joint venture – China Overseas Harbour Affairs Sino-foreign Shandong, Li Chuan Harbour USD176,407.7 40% 40% 61344937-X (Laizhou)Co.,Ltd invested enterprise China service thousand Associates – China Merchants Holdings Sino-foreign Shenzhen, Luo Huilai Network 50 million 23.16% 23.16% 73207614-X (international ) Information invested enterprise China service Technology Co.,Ltd(Previous name:Shenzhen Cyber-Harbour Network Co Ltd) CMML Sino-foreign Shenzhen, Hu Jianhua Warehousi 400 million 40% 40% 75045115-0 invested enterprise China ng service MPIL Foreign British Not Investment USD 10 50% 50% Not applicable enterprise Virgin Islands applicable - 84 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 7 Related parties and related party transactions (continued) (4) Other related parties Relationship with the Group Organisation code CPSB Controlled by the same parent company 61883389-9 Shenzhen Chixiao Engineering Construction Co. Controlled by the same parent company Ltd. (“Chixiao Engineering”) 61883136-7 Xuqin Controlled by the same parent company 70845749-5 COCL Controlled by the same parent company 72616516-2 Shenzhen Nanshan Real Estate development Controlled by the same parent company Ltd.(Nanshan Development) 75046859-3 Haiqin Engineering Common key connected person with the Company 61888000-1 Shenzhen Mawan Port Co., Ltd. (“SMP”) Indirect associates of the Company, and common 74322579-6 key management personnel with the Company Shenzhen Mawan Wharf Co, Ltd.(“SMW”) Indirect associates of the Company, and common 74322582-5 key management personnel with the Company Shenzhen Mawan Wharf Holdings Ltd Indirect associates of the Company, and common key management personnel with the Company 74322581-7 China Merchants Holdings (international ) Associate of the Company Information Technology Co.,Ltd(“ Cyber Network”) 73207614-X MPIL Indirect associate of the Company Not applicable Nantian Oilmills Common key connected person with the Company 61881614-0 CMML Associate of the Company 75045115-0 Shenzhen Southsea Grains Industries Limited Common key connected person with the Company (“Southsea Grains”) 61883769-7 China Merchants Port Services (Shenzhen) Co Ltd (“CMPS”) Note 19244179-0 Shekou Container Terminals Limited (“SCT”) Note 61883279X China Merchants International Cold Chain Note (Shenzhen) Company Limited (“CMCCL”) 61889222-3 Hinwin Development Ltd. Note Not applicable China Merchant Bank Lt d(CMB) Note 10001686-X Note: As at 30 June 2010, one of the Company’s parent company Nanshan Group’s indirect share holder China Merchants Group Co., Ltd(which belongs to State-owned Assets Supervision and Administration Commission of the State Council) via the arrangement of another share holder Guangdong Guangye Investment Holdings ltd, obtained 23.49% share of Nanshan Group it holds under trust, brought the Nanshan Group into the scope of the consolidation. These companies are all subsidiaries of China Merchants Group Co., Ltd except China Merchants Bank which is an associate of it. - 85 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 7 Related parties and related party transactions (continued) (5) Related party transactions Saved for disclosed in above, other major related party transactions are as follows: (a) Saving or Purchasing goods, providing or receiving service Saving or Purchasing goods: Pricing Policies Jan.-Jun.2011 Jan.-Jun.2010 and determination Amount % of same Amount % of same Related party Type of transaction Nature of transaction procedures transaction transaction Haiqin Service received Project management Negotiation 4,910,000 100% - - Engineering Cyber Network Service received Network service Negotiation 3,014,971 100% 1,921,430 100% Purchase of goods Purchase cement Negotiation 827,000 100% - - Xuqin baffle plate Xuqin Service received Building projec Negotiation 346,913 0.2% 360,000 5% Service received Load and unload Negotiation 4,560 0.0% - - SCT service Service received Nantian Load and Negotiation - - 1,453,185 0.6% Oilmills unload service Poviding or receiving service: Pricing Policies Jan.-Jun.2011 Jan.-Jun.2010 and determination Amount % of same Amount % of same Related party Type of transaction Nature of transaction procedures transaction transaction Nantian Oilmills Service provided Load and unload Negotiation 7,040,072 1.0% 5,375,660 0.8% service SMP Service provided Land Transportation Negotiation 6,795,332 14.0% 5,715,949 11.6% and others SMW Service provided Land Transportation Negotiation 3,439,489 7.0% 2,299,132 4.6% and others CMML Service provided Land Transportation Negotiation 1,606,240 3.0% - - and others Southsea grains Service provided Load and unload Negotiation 792,553 0.1% 1,067,316 0.2% service SCT Service provided Land Transportation Negotiation 120,200 0.2% 96,217 0.0% and others - 86 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 7 Related parties and related party transactions (continued) (5) Related party transactions (continued) (b) Lease The Group as the leaser: Lease income Lease Lessor Lessee Leased assets Start date Ending date recognition basis income The Company CPSB Port packing January 2011 December 2011 Negotiation 4,701,910 yards CCT Southsea Grains Office land January 2010 December 2011 Negotiation 2,132,690 Negotiation CCT CMML Crane May 2006 Not applicable 960,000 Negotiation The Company CPSB Landand packing August 2010 December 2011 832,320 yards The Company Haiqin Building January 2011 December 2011 Negotiation 174,240 Engineering 8,801,160 The Group as the lessee: Lease income Lease Lessor Lessee Leased assets Start date Ending date recognition basis income Nanshan Entities of the Land, Office and Various N Various Negotiation 18,917,836 Development Group others Nanshan Entities of the Land, buildings and Various Respective expiry of Negotiation 2,251,889 Group Group packing yards operation of the group companies CMPS CCT Packing yards January 2010 December 2012 Negotiation 1,200,000 Nantian CGCL Packing yards January 2010 December 2011 Negotiation Oilmills 1,068,723 CPSB The Company Land and buildings January 2010 December 2011 Negotiation 710,333 24,148,781 (c) The purchase of shares At 4 may 2011 the group purchased its stock equity (100%) of Hinwin Development Ltd. with the amount of HKD 119,856,506. - 87 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 7 Related parties and related party transactions (continued) (6) Receivables from and payables to related parties Receivables from related parties 30 June 2011 31 December 2010 Book amount Provision for bad Book amount Provision for bad debt debt Cash and bank China Merchants Bank 99,294,153 - 123,853,303 - Accounts receivable CMML 1,655,720 - 344,900 - Southsea Grains 1,107,347 - 110,521 - CPSB 1,050,490 - - - SMP 1,017,088 - 998,942 - SMW 413,293 - 397,090 - SCT 107,050 - 907,600 - COCL 50,000 - - - Haiqin Engineering 29,040 - - - Nantian Oilmill 9,519 562,957 5,439,547 - 3,322,010 - Other receivables MPIL 44,879,120 - 44,879,120 - CMML 1,065,147 - 57,821 - Xuqin 320,000 (192,000) 320,000 (192,000) CPSB 135,622 - 135,622 - SCT 58,071 - - - SMW 40,409 - 79,083 - SMP 28,290 - 20,961 - 46,526,659 (192,000) 45,492,607 (192,000) - 88 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 7 Related parties and related party transactions (continued) (6) Receivables from and payables to related parties(continued) Payables to related parties: 30 June 2011 31 December 2010 Short tem borrowings China Merchants Bank 50,000,000 50,000,000 Accounts payable Nanshan Group (a) 6,586,827 8,583,552 Haiqin Engineering 5,062,227 9,972,227 CMIT 703,812 - Nantian Oilmill 202,409 202,361 Xuqin 140,950 1,760,479 12,696,225 20,518,619 Other payables Nanshan Group 1,557,407 48,304 CMCCCL 253,800 253,800 CMML 53,380 - SMP (b) 41,633 20,894 1,906,220 322,998 (a) This item mainly includes the balance which Nanshan group collects electricity fees from the group and pays to power supply bureau at almost the same price. Nanshan group also pay the emoluments of key management and collect them from the company. (b) The Company cooperates with Mawan companies in marketing promotion activities. Some common expenses incurred in the cooperation are allocated to both parties based on certain reasonable criteria. For those payments and receipts made on behalf, the Company and Mawan companies recorded the amounts in other receivables or other payables. - 89 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 7 Related parties and related party transactions (continued) (7) Commitments in relation to the related parties 30 June 2011 31 December 2010 Rental - Rental expense Nanshan Group 8,330,313 3,083,751 CPSB 856,783 1,713,566 9,187,096 4,797,317 - Rental income CPSB 5,534,230 10,819,640 Southsea Grains 2,132,928 4,265,856 Haiqin engineering 174,240 348,480 7,841,398 15,433,976 8 Commitments (1) Capital commitments Capital expenditures contracted for by the Group at the balance sheet date but not yet necessary to be recognised on the balance sheet are as follows: 30 June 2011 31 December 2010 Land and coastal line use rights 379,870,489 159,405,361 Machinery and equipments 121,730,470 168,291,373 Buildings 119,315,339 33,050,780 Harbour facilities - - Others 5,478,858 - 626,395,156 360,747,514 The Group’s share of the joint ventures’ own commitments for capital expenditure at the balance sheet date are nil. - 90 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 8 Commitments (continued) (2) Operating lease commitments The future aggregate minimum lease payments due under the signed irrevocable operating leases contracts are summarized as follows: 30 June 2011 31 December 2010 Within one year 25,298,569 5,614,470 Between 1 and 2 years 3,786,505 1,607,499 Between 2 and 3 years 1,708,105 830,341 More than 3 years 1,708,105 3,111,783 32,501,284 11,164,093 (3) Investment commitments The company committed to inject RMB121,200,000 to increase the capital of Dongguan Wharf Ltd. As at publishing day of the financial statement, the process of capital increment iscompleted. (4) Fulfillment of prior period commitments The Group has fulfilled the capital and operating lease commitments as of 30 June 2011 according to the relevant contracts. 9 Events after the balance sheet date (1) Significant events after balance sheet date Nothing (2) Proposed dividends Nothing 10 Financial instrument and risk The Group's activities expose it to a variety of financial risks: market risk (primarily currency risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. - 91 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 10 Financial instrument and risk (continued) (1) Market risk (continued) (a) Foreign exchange risk The Group’s major operational activities are carried out in Mainland China and a majority of the transactions are denominated in RMB. The Group is exposed to foreign exchange risk arising from the recognized assets and liabilities, and future transactions denominated in foreign currencies (recognized assets and liabilities are primarily with respect to Hong Kong dollars, foreign currency transaction is mainly with respect of HK and US dollars). The Group’s finance department at its headquarters is responsible for monitoring the amount of assets and liabilities, and transactions denominated in foreign currencies. According to current risk exposure and the trend of exchange rate fluctuation, management believed that the risk caused by the fluctuation of foreign currency exchange rate is low in the coming year. As at 30 June 2011 and 2010, the carrying amounts in RMB equivalent of the Group’s assets and liabilities denominated in foreign currencies are summarized below: 30 June 2011 HKD USD Total Financial assets denominated in foreign currency - Cash at bank and on hand 140,782,250 32,980,628 173,762,878 Receivables 1,792,843 38,086,468 39,879,311 142,575,093 71,067,096 213,642,189 Financial liabilities denominated in foreign currency - Short-term borrowings 886,550,000 - 886,550,000 Payables 1,274,267 37,363 1,311,630 Long-term borrowings 280,500,000 - 280,500,000 1,168,324,267 37,363 1,168,361,630 31 December 2010 HKD USD Total Financial assets denominated in foreign currency - Cash at bank and on hand 166,707,323 8,850,378 175,557,701 Receivables 2,803,651 27,480,595 30,284,246 169,510,974 36,330,973 205,841,947 Financial liabilities denominated in foreign currency - Short-term borrowings 835,550,000 - 835,550,000 Payables 4,392,328 3,580,977 7,973,305 Long-term borrowings 408,000,000 - 408,000,000 1,247,942,328 3,580,977 1,251,523,305 - 92 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 10 Financial instrument and risk (continued) (1) Market risk (continued) (a) Foreign exchange risk (continued) As at 30 June 2011, if the currency had strengthened by 5 % against the HKD while all other variables had been held constant, the Group’s net profit for the year would have been approximately RMB 48,270,549 (2010: RMB 84,034,038). (b) Interest rate risk The Group's interest rate risk arises from bank borrowings including long-term borrowings and debentures payable. Financial liabilities issued at floating rates expose the Group to cash flow interest rate risk. Financial liabilities issued at fixed rates expose the Group to fair value interest rate risk. The Group determines the relative proportions of its fixed rate and floating rate contracts depending on the prevailing market conditions. As at 30 June 2011, all the Group’s interest bearing borrowings were with floating rates. Increases in interest rates will increase the cost of new borrowing and the interest expenses with respect to the Group’s outstanding floating rate borrowings, and therefore could have a material adverse effect on the Group’s financial position. The Group’s finance department at its headquarters continuously monitors the interest rate position of the Group and makes decisions with reference to the latest market conditions including turning to fixed interest financial liabilities or adjusting the ratio of financial leverage. For the first half of the year 2011, if interest rates on the floating rate borrowings had been 10% higher/lower while all other variables had been held constant, the Group’s net profit would have decreased/increased by approximately RMB 2,018,350 (Jan.-Jun.2010: approximately RMB 2,683,386). (2) Credit risk Credit risk is managed on a Group basis. Credit risk mainly arises from cash at bank and on hand, accounts receivable, other receivables, notes receivable etc. The Group expects that there is no significant credit risk associated with cash at bank since they are deposited at state-owned banks and other medium or large size listed banks. Management does not expect that there will be any significant losses from non-performance by these counterparties. - 93 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 10 Financial instrument and risk (continued) (2) Credit risk (continued) In addition, the Group has policies to limit the credit exposure on accounts receivable, other receivables and notes receivable. The Group assesses the credit quality of and sets credit limits on its customers by taking into account their financial position, the availability of guarantee from third parties, their credit history and other factors such as current market conditions. The credit history of the customers is regularly monitored by the Group. In respect of customers with a poor credit history, the Group will use written payment reminders, or shorten or cancel credit periods, to ensure the overall credit risk of the Group is limited to a controllable extent. (3) Liquidity risk Cash flow forecasting is performed by each subsidiary of the Group and aggregated by the Group’s finance department in its headquarters. The Group’s finance department at its headquarters monitors rolling forecasts of the Group's short-term and long-term liquidity requirements to ensure it has sufficient cash and securities that are readily convertible to cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed borrowing facilities from major financial institution so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities to meet the short-term and long-term liquidity requirements(Notes5 (31)). The financial assets and liabilities of the Group at the balance sheet date are analysed by their maturity date below at their undiscounted contractual cash flows : 30 June 2011 Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total Financial assets denominated in foreign currency - Cash at bank and on hand 923,185,625 - - - 923,185,625 Receivables 303,485,398 - - - 303,485,398 Available-for-sale financial 5,410,000 - - - 5,410,000 assets 1,232,081,023 - - - 1,232,081,023 Financial liabilities denominated in foreign currency - Short-term borrowings 1,463,550,000 - - - 1,463,550,000 Payables 905,741,844 - - - 905,741,844 Long-term borrowings 280,500,000 - - - 280,500,000 2,649,791,844 - - - 2,649,791,844 - 94 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 10 Financial instrument and risk (continued) (3) Liquidity risk (continued) 31 December 2010 Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total Financial assets denominated in foreign currency - Cash at bank and on hand 781,720,083 - - - 781,720,083 Receivables 238,496,318 - - - 238,496,318 Available-for-sale financial 6,640,000 - - - 6,640,000 assets 1,026,856,401 - - - 1,026,856,401 Financial liabilities denominated in foreign currency - Short-term borrowings 1,225,550,000 - - - 1,225,550,000 Payables 507,567,419 - - - 507,567,419 Long-term borrowings 408,000,000 - - - 408,000,000 2,141,117,419 - - - 2,141,117,419 The borrowings of the group are mainly short term bank loans and therefore the net current liability of the group was RMB1,411,573,581at 30 June 2011. As at 30 June 2011, the internal undrawn bank facilities of the group are listed as below : Within a year 2,299,900,000 1 year to 2 years 1,803,620,000 2 year to 3 years 400,000,000 Over 3 years 14,300,000 4,517,820,000 Undrawn facilities above can be used on the committed capital payment in the future (Notes 8) Directors of the company confirmed that the group is able to extend the time limits of short term borrowings and adequate facilities including facilities over a year and other financing resources to refund existed short term borrowings, and adequate working capital for the need of operation. Therefore the first half of the year 2011 financial statements have been prepared on going concern basis by directors. - 95 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 10 Financial instrument and risk (continued) (4) Fair value (a) Financial instruments not measured at fair value Financial assets and liabilities not measured at fair value mainly represent receivables, short-term borrowings, payables and Long-term borrowings. The difference between the book value and fair value of the financial assets and liabilities not measured at fair value is immaterial. The fair value of long-term borrowings not quoted in an active market is the present value of the contractually determined stream of future cash flows discounted at the rate of interest applied at that time by the market to instruments of comparable credit status and providing substantially the same cash flows on the same terms. (b) Financial instruments measured at fair value Based on the lowest level input that is significant to the fair value measurement in its entirety, the fair value hierarchy has the following levels: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) As at 30 June 2011 and 31 December 2010, the financial assets of the Group are all measured at Level 1: 30 June 2011 31 December 2010 Financial assets - Available- for- sale financial assets 5,410,000 6,640,000 11 Assets and liabilities denominated of fair value Impairment Current year fair Current year fair provision 31 December value changes in value changes in made during 2010 profit or loss equity the year 30 June 2011 Financial assets - Available-for-sale financial assets 6,640,000 - (1,230,000) - 5,410,000 - 96 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 12 Financial assets and liabilities denominated in foreign currency Impairment provision 31 December 2010 madeduring the year 30 June 2011 Financial assets - Loans and receivables 205,841,947 - 213,642,189 Financial liabilities 1,251,523,305 Not applicable 1,168,361,630 13 Notes to the Company’s financial statements (1) Accounts receivable 30 June 2011 31 December 2010 Accounts receivable 21,754,200 9,336,968 (a) The ageing of accounts receivable is analysed below: 30 June 2011 31 December 2010 Within 1 year 21,754,200 9,336,968 (b) Accounts receivable are analysed by categories as follows: 30 June 2011 31 December 2010 Book amount Provision for bad debts Book amount Provision for bad debts % of total Provision for % of % of total Provision for % of Amount balance bad debts balance Amount balance bad debts balance Receivables that are individually significant and individually provided for bad debt 14,948,203 69% - - 6,608,924 71% - - Receivables that are grouped and provided for bad debt 6,805,997 31% - - 2,728,044 29% - - 21,754,200 100% - - 9,336,968 100% - - The management classified the five largest accounts receivable as “receivables that are individually significant”. They are all aged within one year and the management considered no provision for bad debts is needed. (c) As at 30 June 2011, no bad debt provision has been made for accounts receivable that are individually significant or individually insignificant but subject to separate impairment assessment. - 97 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (1) Accounts receivable (continued) (d) The aging analysis of the receivables that are grouped and impaired is as follows: 30 June 2011 31 December 2010 Book amount Provision for bad debts Book amount Provision for bad debts % of total Provision for % of % of total Provision for % of Amount balance bad debts balance Amount balance bad debts balance Within 1 year 6,805,997 31% - - 2,728,044 29% - - (e) There are no receivables which are fully provided for bad debt or with significant impairment but fully received or recoverable or with significant portion of received or recoverable during the year. (f) No accounts receivable have been written off during the year. (g) As at 30 June 2011, no balances included in above accounts receivable are due from the shareholders of the Company who hold over 5% shares with voting rights (31 December 2010: Nil) (h) As at 30 June 2011, the Group’s five largest accounts receivable balances are analysed as follows: % of total Relationship accounts with the Group Amount Duration receivable balance Customer F Third party 7,547,622 Within 1 year 35% Customer G Third party 2,502,899 Within 1 year 12% Customer H Third party 2,183,654 Within 1 year 10% Customer I Third party 1,439,080 Within 1 year 7% Customer J Third party 1,274,948 Within 1 year 5% 14,948,203 69% (i) As at 30 June 2011 and 31 December 2010, there were no balances due from related parties. (2) Other receivables 30 June 2011 31 December 2010 Loans to subsidiaries 179,246,932 364,704,313 Others 5,037,625 1,780,950 184,284,557 366,485,263 Less: Provision for bad debts (623,127) (623,127) 183,661,430 365,862,136 - 98 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (2) Other receivables (continued) (a) The ageing of other receivables is analysed below: 30 June 2011 31 December 2010 Within 1 year 181,963,779 364,164,485 1 to 2 years 150 150 2 to 3 years 108,221 108,221 Over 3 years 2,212,407 2,212,407 184,284,557 366,485,263 (b) Other receivables are analysed by categories as follows: 30 June 2011 31 December 2010 Book amount Provision for bad debts Book amount Provision for bad debts % of total Provision for % of % of total Provision for % of Amount balance bad debts balance Amount balance bad debts balance Receivables that are individually significant and individually provided for bad debt 181,397,398 98% (520,000) 0.3% 365,224,313 99.7% (520,000) 0.1% Receivables that are grouped and provided for bad debt 2,887,159 2% (103,127) 4% 1,260,950 0.3% (103,127) 8.2% 184,284,557 100% (623,127) 0.3% 366,485,263 100% (623,127) 0.2% The management classified the five largest accounts receivable as “receivables that are individually significant”. They are all aged within one year. (c) As at 30 June 2011, the bad debt provision for other receivables that are individually significant or individually insignificant but comparatively risky when grouped on the basis of similar credit risk characteristics is made as follows: Provision for bad Book amount debts % of balance Beingjing Tonggang Limited 520,000 (520,000) 100% (i) (i) As at 30 June 2011, the above items were all aged above 3 years and bankrupted, thus full provision has been made against them. - 99 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (2) Other receivables (continued) (d) The aging analysis for other receivables that are grouped and provided for bad debt is as follows: 30 June 2011 31 December 2010 Book amount Provision for bad debts Book amount Provision for bad debts % of total Provision for % of % of total Provision for % of Amount balance bad debts balance Amount balance bad debts balance 1 to 2 years 1,618,139 0.9% - - 150 0.0% (15) 10.0% 2 to 3 years 8,220 0.0% (15) 0.2% 108,221 0.0% (21,644) 20.0% 3 to 4 years 1,260,800 0.7% (103,112) 8.2% 1,152,579 0.3% (81,468) 7.1% 2,887,159 1.6% (103,127) 3.6% 1,260,950 0.3% (103,127) 8.2% (e) There are no receivables which are fully provided for bad debt or with significant impairment but fully received or recoverable or with significant portion of received or recoverable during the year. (f) None of other receivables were written off during the year. (g) As at 30 June 2011, the Company did not have any balances which were due to parties having 5% or above shareholdings in the Company (31 December 2010: Nil). (h) As at 30 June 2011, the Company’s five largest other receivable balances are analysed as follows: Relationship with the % of total other Group Amount Duration receivables balance DGW Subsidiary of the Group 143,000,000 Within 1 year 77.6% CSTC Subsidiary of the Company 35,186,932 Within 1 year 19% WHK Subsidiary of the Company 1,630,466 Over 1 year 0.9% CIFA Subsidiary of the Company 1,060,000 Within 1 year 0.6% Beijing Tonggang Ltd Third party 520,000 Over 5 years 0.3% 181,397,398 98.4% - 100 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (2) Other receivables (continued) (i) Other receivables due from related parties are analysed as follows: 30 June 2011 31 December 2010 Relationship % of total Provision % of total with the Group accounts for bad accounts Provision for Amount receivables debt Amount receivables bad debt DGW Subsidiary of the Group 143,000,000 77.6% - 325,800,000 88.9% - Subsidiary of the - - CSTC Company 35,186,932 19.1% 36,363,777 9.9% WHK Subsidiary of the - - Company 1,630,466 0.9% 1,480,536 0.4% Subsidiary of the - - CIFA Company 1,060,000 0.6% 1,060,000 0.3% Controlled by the same CPSB parent company 135,622 0.0% - 135,622 0.1% - 181,013,020 98.2% 364,839,935 99.6% - (3) Long-term equity investments 30 June 2011 31 December 2010 Subsidiaries (a) 1,052,288,200 733,088,200 Joint venture(b) 779,055,546 763,011,159 Associates (c)- without quoted price 77,980,797 79,636,013 Other long-term equity investments (d) 17,037,500 17,037,500 1,926,362,043 1,592,772,872 Less: provision for impairment loss (e) (3,128,300) (3,128,300) 1,923,233,743 1,589,644,572 The long-term equity investments of the Company are not subject to restriction on conversion into cash. - 101 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (3) Long-term equity investments (continued) (a) Subsidiaries Provision Provision Reason of for for impairment Current year Accounting Investment 31 December Current year 30 June Interest Voting inconsistent interest impairment made in declared cash method costs 2010 changes 2011 % right % % and voting right balance current year dividend Shenzhen Chiwan Terminal Company - - Limited Cost method 47,500,000 47,500,000 - 47,500,000 95% 95% Not applicable - Shenzhen Chiwan International Freight - - Agency Company Limited Cost method 5,500,000 5,500,000 - 5,500,000 100% 100% Not applicable - Shenzhen Chiwan Harbour Container - - Company Limited Cost method 70,920,000 70,920,000 180,000,000 250,920,000 60% 60% Not applicable - Shenzhen Chiwan Transportation Company - - Limited Cost method 7,000,000 7,000,000 - 7,000,000 75% 75% Not applicable - Chiwan Wharf Holdings (H.K.) Limited Cost method 1,070,000 1,070,000 - 1,070,000 100% 100% Not applicable - - - Shenzhen Chiwan Shipping and - - Transportation Company Limited Cost method 6,000,000 6,000,000 18,000,000 24,000,000 60% 60% Not applicable - Shenzhen Chiwan Trains-Grains Terminal - - Company Limited Cost method 33,750,000 33,750,000 - 33,750,000 75% 75% Not applicable - Chiwan Container Terminal Company - - Limited Cost method 421,023,199 421,023,200 - 421,023,200 51% 51% Not applicable - Dongguan Chiwan Wharf Company Limited Cost method 186,525,000 65,325,000 121,200,000 186,525,000 41.45% 41.45% Not applicable - - - Dongguan Chiwan Terminal Company - - Limited Cost method 75,000,000 75,000,000 - 75,000,000 25% 25% Not applicable - 733,088,200 319,200,000 1,052,288,200 - - - - 102 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (3) Long-term equity investments (continued) (b) Joint venture Current year additions / decreases Reason of Provision Provision Share of net Cash dividends Other inconsistent for for impairment Accounting nitial investment 31 December Additional profit or loss of announced by equity Interest Voting interest % and impairment made in current method cos 2010 investment associates associates changes 30 June 2011 % right % voting right balance year China Overseas Harbour Equity Affairs(Laizhou)Co.,Ltd method 749,655,300 763,011,159 - 16,044,387 - - 779,055,546 40% 40% Not applicable - - (c) Associates Current year additions / decreases Reason of Provision Provision Initial Share of net Cash dividends Other inconsistent for for impairment Accounting investment 31 December Additional profit or loss announced by equity Interest Voting interest % and impairment made in current method cost 2010 investment of associates associates changes 30 June 2011 % right % voting right balance year Cyber Network Equity method 1,875,000 12,869,241 - (296,450) (1,224,863) - 11,347,928 23.16% 23.16% Not applicable - - CMML Equity method 80,000,000 66,766,772 - (133,903) - - 66,632,869 20% 20% Not applicable - - 79,636,013 - (430,353) (1,224,863) - 77,980,797 - - - 103 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (3) Long-term equity investments (continued) (d) Other long-term equity investment Initial Current year Reason of Provision for Provision for Current year Accounting investment 31 December additions / Interest Voting inconsistent interest impairment impairment made declared cash method cost 2010 decreases 30 June 2011 % right % % and voting right balance in current year dividend China Ocean Shipping Agency - - (Shenzhen) Company Limited Cost method 13,510,000 13,510,000 13,510,000 15% 15% Not applicable - - Shenzhen Petro-chemical Industry - - (Group) Company Limited. Cost method 3,500,000 3,500,000 3,500,000 0.26% 0.26% Not applicable (3,117,800) - Guangdong Guang Jian Group - - Company Limited Cost method 27,500 27,500 27,500 0.02% 0.02% Not applicable (10,500) - 17,037,500 - 17,037,500 (3,128,300) - - (e) Provision for impairment of long-term equity investments 31 December 2010 Current year additions Current year decreases 30 June 2011 Other long-term equity investment -Shenzhen Petro-chemical Industry (Group) Company Limited (3,117,800) - - (3,117,800) -Guangdong Guang Jian Group Company Limited (10,500) - - (10,500) (3,128,300) - - (3,128,300) - 104 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (4) Operating income and operating cost Jan.-Jun.2011 Jan.-Jun.2010 Revenue from main operations 83,182,415 79,131,875 Revenue from other operations 10,292,954 4,836,263 93,475,369 83,968,138 Jan.-Jun.2011 Jan.-Jun.2010 Cost from main operations 61,435,910 62,573,536 Cost from other operations 834,235 354,283 62,270,145 62,927,819 (a) Revenue and cost from main operations Jan.-Jun.2011 Jan.-Jun.2010 Revenue from Cost from main Revenue from Cost from main main operations operations main operations operations Load and unload operation 83,182,415 61,435,910 79,131,875 62,573,536 (b) Other revenue and cost Jan.-Jun.2011 Jan.-Jun.2010 Revenue from Cost from Revenue from Cost from other operations other operations other operations other operations Lease income 6,108,217 834,235 1,999,985 354,283 Labor management income 2,543,920 - 1,862,704 - Sales of materials 508,509 - 290,374 - Documentation fee 314,264 - 300,229 - Other logistic services in port 221,559 - 82,540 - others 596,485 - 300,431 - 10,292,954 834,235 4,836,263 354,283 - 105 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (4) Operating income and operating cost (continued) (c) Particulars of the top five customers in revenue Revenue from top five customers of the Company totaled RMB48,376,291(Jan.-Jun.2010: 26,310,353), which accounted for 52% (Jan.-Jun.2010: 31%) of the total revenue from main operations. Details are showed as below: Revenue % of total revenue from main operations of the Company Customer K 19,101,830 20% Customer F 15,031,558 16% Customer L 5,553,483 6% Customer G 5,263,772 6% Customer H 3,516,648 4% 48,467,291 52% (5) Investment income Jan.-Jun.2011 Jan.-Jun.2010 Investment income from investments under cost method of accounting - - Investment income from investments under equity method of accounting (a) 15,614,034 (2,060,572) Loss from disposal of long-term investment - 29,767,257 Income from available-for-sale financial assets 360,000 310,000 Interest income for short-term loans to subsidiaries 8,207,310 4,890,146 24,181,344 32,906,831 (a) Investment income from long-term investment under equity method of accounting Investment income from top five investees or individually accounted to over 5% of total profit are analysed as below: Jan.-Jun.2011 Jan.-Jun.2010 Reason of fluctuation COHA(Laizhou) 16,044,387 - Newly joint venture in Jule 2010 CMIT (296,450) 939,805 Decrease in performance and Investment was down CMML (133,903) (3,000,377) Decrease in performance and Investment was down 15,614,034 (2,060,572) - 106 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 13 Notes to the Company’s financial statements (continued) (6) Supplementary information to cash flow statements (a) Reconciliation from the net profit to the cash flows from operating activities Jan.-Jun.2011 Jan.-Jun.2010 Net profit 2,219,063 26,031,412 Add: Provisions for assets impairment - - Depreciation of fixed assets 6,222,570 7,887,155 Depreciation/amortisation of investment property 529,528 325,378 Amortisation of intangible assets 1,563,242 1,465,775 Amortisation of long-term prepaid expenses 89,810 135,324 Gains on disposal of fixed assets and intangible assets (69,642) 15,735 Finance (income)/expenses 20,308,106 6,819,649 Investment income (24,181,344) (32,906,831) (Increase)/decrease in deferred tax assets (1,962,481) 8,926,411 (Increase)/decrease in inventories 30,855 (26,316) (Increase)/decrease in operating receivables (97,548,055) (58,601,495) Increase/(decrease) in operating payables 239,055,918 197,513,012 Net cash flows from operating activities 146,257,570 157,585,209 (b) Net changes in cash and cash equivalents Jan.-Jun.2011 Jan.-Jun.2010 Cash at end of year 619,059,211 647,142,458 Less: cash at beginning of year 494,364,355 453,407,958 Net increase/(decrease) in cash 124,694,856 193,734,500 - 107 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 1. Breakdown of extraordinary gains and losses Jan.-Jun.2011 Jan.-Jun.2010 Net gain on disposal of non-current assets 3,010 1,950,715 Government grants in current year profit - 344,690 Receivables impairment reversal by individual - - assessment Other non-operating (expenses)/income, net 186,790 68,412 189,800 2,363,817 Tax effects (35,120) (518,077) Minority interests effects (after tax) 9,663 (8,884) 164,343 1,836,856 The basis of preparation of net profit before extraordinary gains and losses reconciliation According to the Interpretation Bulletin on Information Disclosure by Public Companies No [2008] 1 – Extraordinary gains and losses, extraordinary gain and losses are the gain and losses resulted from the transactions/events which are not incurred by the operation of the entity, or, though incurred by the operation, the nature, amounts or the frequency of such transactions/events will lead to a misleading presentation of the normal performance and profitability of the operation of the entity. 2. Return on equity and earnings per share Weighted average return on Earnings per share equity (%) Basic earnings per share Diluted earnings per share Jan.-Jun.2011 Jan.-Jun.2010 Jan.-Jun.2011 Jan.-Jun.2010 Jan.-Jun.2011 Jan.-Jun.2010 Consolidated net profit attributable to shareholders of the Company 7.78% 10.27% 0.401 0.479 0.401 0.479 Consolidated net profit excluding non- routine items attributable to shareholders of the Company 7.78% 10.21% 0.400 0.476 0.400 0.476 - 108 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 3 Notes for significant fluctuation of major accounts in financial statements The following represents analysis to financial statements line items with a fluctuation above 30% (inclusive), or take up 5% of total assets as at balance sheet date (inclusive) or 10% of net profit for the reported period (inclusive): Increase / 30 June 2011 31 December 2010 (decrease)(%) Cash at bank and on hand 1 923,185,625 781,720,083 18% Notes receivable 2 - 4,640,000 -100% Accounts receivable 3 246,557,343 179,772,755 37% Interest receivable 4 123,333 1,318,202 -91% Dividends receivable 5 1,224,863 - 100% Long-term equity 13% investments 6 1,302,679,505 1,149,921,886 Fixed assets 7 2,568,332,792 2,652,957,915 -3% Construction in progress 8 268,749,180 14,593,516 1742% Intangible assets 9 1,055,003,337 1,074,247,819 -2% Goodwill 10 15,244,795 10,858,898 40% Other non-current assets 11 121,670,926 72,292,214 68% Short-term borrowings 12 1,463,550,000 1,225,550,000 19% Accounts payable 13 282,212,391 214,723,251 31% Taxes payable 14 62,057,172 100,583,520 -38% Dividends payable 15 511,876,650 213,351,043 140% Current portion of non- -31% current liabilities 16 285,451,750 412,951,750 Jan.-Jun.2011 Jan.-Jun.2010 Revenue 17 844,983,574 833,761,885 1% Cost of sales 18 (359,809,074) (336,890,090) 7% General and administrative 39% expenses 19 (76,912,960) (55,387,647) Financial (expenses)/income 482% - net 20 (28,605,944) (4,915,700) Investment income 21 58,444,197 84,416,791 -31% Non-operating income 22 287,103 2,469,174 -88% Income tax expense 23 (66,792,459) (65,939,121) 1% 1. The major reason for the increase was net cash flows from operating activities and financing activities were larger than net cash flows from investing activities. 2. It was mainly due to notes receivable were accepted. 3. It was mainly due to the credit term was extended. 4. It was due to interest on bank deposits was received. 5. It was due to dividend receivable by the Company for the year 2010 was recognized according to the resolution of the Board of Directors of CMCCL. - 109 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS For The Six Months Ended 30 June 2011 (All amounts in RMB unless otherwise stated) [English translation for reference only] 3 Notes for significant fluctuation of major accounts in financial statements(continued) 6. It was mainly due to the increase of investment income from joint ventures and associates. 7. Fixed assets were depreciated and the net value of fixed assets decreased as a result. 8. It was mainly due to berths of subsidiary CHCC were in construction. 9. Intangible assets were amortized and the net value of intangible assets decreased as a result. 10. It arose from the acquisition of the share in Hinwin Development Limited in May 2010,being the difference of the cost of investment and the Group’s share of the fair value of the identifiable net assets in Hinwin Development Limited. 11. DCTC paid for the use right of the land and coastline of Berth 4# and 5#. 12. The major reason was short-term loans were obtained to repay long-term loans. 13. It was mainly due to the increased accounts payable for berth construction of CHCC. 14. It was mainly due to the income tax of 2010 was paid . 15. The increase was due to dividends payable for A-share and B-share holders according to the resolution of the Shareholders’ General Meeting. 16. The reason of fluctuation was the same as (12). 17. It was mainly due to the increase of operating renenue from normal operation of the subsidiary DGW this year. 18. Expenses on material consumption increased as the labor cost and material prices rised up. 19. It was mainly due to the increased labor cost. 20. The significant increase was due to the increased loan interest rates and the loan principal . 21. It was mainly due to the company obtained gains on selling shares of an associated company in the same period of last year . 22. The reason was CTCL disposed some fixed assets and recognized gains in the same period of last year. 23. It was mainly due to the income tax rate increased and income tax preference to some berths came to expiration in 2010. - 110 -