Report for the Third Quarter of 2011-Chiwan Wharf Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No.2011-039 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED REPORT FOR THE THIRD QUARTER OF 2011 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) hereby confirm that there exists no omission, misstatement, or misleading information in this report, and accept, individually and collectively, the responsibility for the correctness, accuracy and completeness of the contents of this report. 1.2 All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report. 1.3 All directors attended the board session for reviewing this report. 1.4 This quarterly Financial Statements was un-audited. 1.5 Chairman of the Board Mr. Zheng Shaoping, as well as Chief Financial Officer Mr. Zhang Jianguo and Financial Manager Ms. Ma Zhihong hereby confirm that the Financial Statements in this report is true and complete. 1.6 This report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. §2 Company Profile 2.1 Main accounting data and financial highlights Unit: RMB As at 30 Sep. 2011 As at 31 Dec. 2010 +/-(%) Total assets 6,516,469,850.00 6,202,184,742.00 5.07% Total equity attributable to equity 3,351,849,097.00 3,239,549,058.00 3.47% holders of the Company Shares capital 644,763,730.00 644,763,730.00 0.00% Net assets per share attributable to 5.199 5.024 3.48% equity holders of the Company To corresponding To corresponding Jul.-Sep. 2011 Jan.-Sep. 2011 period of 2010(%) period of 2010(%) Revenue 436,986,039.00 -7.64% 1,281,969,613.00 -1.91% Net profit attributable to equity holders of 129,046,618.00 -24.60% 387,404,046.00 -19.31% the Company Net cash flows from operating activities - - 541,749,317.00 -14.29% Net cash flows per share from operating - - 0.840 -14.29% activities Basic earnings per share 0.200 -24.53% 0.601 -19.33% Diluted earnings per share 0.200 -24.53% 0.601 -19.33% Weighted average return on equity(%) 3.93% -30.20% 11.73% -26.13% Weighted average return on equity after 3.93% -30.20% 11.72% -25.92% extraordinary gain and losses(%) Items of extraordinary gains and losses √Applicable □Non-applicable 1 Report for the Third Quarter of 2011-Chiwan Wharf Unit: RMB Items of extraordinary gains and losses Amount Net gains on disposal of non-current assets -42,931.00 Other non-operating income/(expense),net 209,746.00 Minority interests effects(after tax) 38,939.00 Tax effects -34,435.00 Total 171,319.00 2.2 Total number of shareholders and shares held by top ten shareholders holding shares not subject to trading moratorium as at the end of reporting period Unit: share 38,355 shareholders ,among which 29,287 being Total number of shareholders shareholders of A shares and 9,068 being shareholders of B shares Top ten shareholders holding shares not subject to trading moratorium Name of shareholders Name of shareholders Name of shareholders CHINA NANSHAN DEVELOPMENT (GROUP) INC. 370,878,000 A shares KEEN FIELD ENTERPRISES LIMITED 51,708,881 B shares CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 47,090,003 B shares GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 5,907,699 B shares EMPLOYEES PROVIDENT FUND 3,545,534 B shares OMERS ADMINISTRATION CORPORATION(SC03) 3,238,309 B shares TEMPLETON CANADA EMERGING MKTS FUND 2,671,924 B shares TEMPLETON EMERGING MKT SMALLER COMPANIES FUND 2,522,279 B shares CHINA MERCHANTS SECURITIES (HK) CO., LTD. 2,457,869 B shares TEMPLETON EMERGING MKTS FUND INC 2,126,967 B shares §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes. √Applicable □Non-applicable 30-Sep-2011 31-Dec-2010 +/-(%) Cash at bank and on hand 482,482,614 781,720,083 -38.28% Construction in progress 375,600,238 14,593,516 2473.75% Minority interest 752,696,151 567,608,774 32.61% Cash at bank and on hand decreased mainly due to the dividends distributed by the Company for the year 2010 in the reporting period; Construction in progress increased mainly because the development of the No. 13 berth extension project in the reporting period; Minority interests increased mainly because controlled subsidiaries realized profits on an accumulative basis. Jul.-Sep.2011 Jul.-Sep.2010 +/-(%) Jan.-Sep.2011 Jan.-Sep.2010 +/-(%) General and administrative (31,103,111) (27,224,306) 14.25% (108,016,071) (82,611,953) 30.75% expenses Financial expenses (19,126,367) (8,310,267) 130.15% (47,732,311) (13,225,967) 260.90% Minority interest 39,440,117 66,520,071 -40.71% 117,587,377 185,069,204 -36.46% 2 Report for the Third Quarter of 2011-Chiwan Wharf General and administrative expenses increased mainly due to the rising labor cost; The significant increase of Financial expenses was due to the increased loan interest rates; Minority interest decrease since net profits of holding subsidiary dropped. Jan.-Sep.2011 Jan.-Sep.2010 +/-(%) Cash received from disposals of investments - 146,653,951 -100.00% Cash paid to purchase fixed assets, intangible assets and (411,459,288) (106,261,991) 287.21% other long-term assets Cash paid relating to others investing activities (220,284,181) (749,655,300) -70.62% Cash received as investment 91,940,000 - 100.00% Cash received from borrowings 1,026,050,000 764,880,000 34.15% Cash repayments of borrowings (996,050,000) (319,440,000) 211.81% Cash received from disposals of investments decreased mainly because: ① In the same period of last year, the Company was paid for selling some equities of China Merchants Maritime Logistics (Shenzhen) Ltd.; and ②loans to associates were repaid in the corresponding period of last year; Cash paid to purchase fixed assets, intangible assets and other long-term assets increased mainly because more funds were input in the reporting period for the construction of the No. 13 berth extension project and the Dongguan Machong Port project; Cash paid relating to others investing activities decreased mainly because the Company purchased 40% share of China Overseas Harbour Affairs (Laizhou) Co., Ltd. in the same period of last year; Cash received as investment increased mainly because the Company received the capital contribution from Yihai Kerry Investment Company Limited; Cash received from borrowings increased mainly because funds needed for new projects rose on a year-on-year basis; Cash repayments of borrowings increased mainly because loans that was due increased when compared with the same period of last year. 3.2 Progress of significant events, as well as analysis on their influence and solutions 3.2.1 Non-standard audit opinion □Applicable √Non-applicable 3.2.2 The Company provides funds to the controlling shareholder or its related parties or provides guarantees to external parties in violation of prescribed procedures. □Applicable √Non-applicable 3.2.3 Signing and execution of significant contracts concerning routine operation □Applicable √Non-applicable 3.2.4 Others √Applicable □Non-applicable 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 the phase of identify control deffection, with details as follows: A. Various internal control procedures have been checked and a list of risks has been made. B. A description has been given to the control procedure related to financial statements. C. Through risk comparison and practice tests, the phase of identify control deffection has been finished and a list of internal control defects has been formulated. D. A remediation plan has been worked out upon discussion. The Company is now in the phase of remediation, we are trying to remediate the internal control issues which were found in the previous phase according to the remediation plan,. As scheduled, PricewaterhouseCoopers Zhong Tian Certified Public Accountants Co., Ltd., the Company’s internal control auditor, has finished the on-site work of its preliminary audit and submitted to the Company a list of problems found in its internal control audit, upon which and the Company’s internal control defect list the remediation plan is produced upon discussion. In line with the schedule for internal control improvement for 2011, the Company has finished the first phase (preparation) and the second phase (identify control deffection) of the internal control improvement project, and is currently going through the third phase (remediation). The internal control improvement project is right on schedule, with no derivation or delay. 3 Report for the Third Quarter of 2011-Chiwan Wharf 3.3 Special commitments made by the company and its shareholders □Applicable √Non-applicable 3.4 Reason of expected significant changes in net profit for the first half of this year compared with last year □Applicable √Non-applicable 3.5 Other significant events 3.5.1 Securities investment □Applicable √Non-applicable 3.5.2 Particulars about meetings with investors in the reporting period Topics discussed and Type Time Location Means Investors information provided Receiving July. 2011 Conference One-on-one Topics discussed: Basic Jianghai Securities visits room of meeting information of operations from Aug. 2011 the Industrial Securities Co., Ltd and investments of the investors Company Company and the financial status of the Company Sep. 2011 Magellan Financial Group, BOC Information provided: International(China) Limited, BOCI Brochure of the Company Research Limited 3.6 Derivatives investment □Applicable √Non-applicable 3.6.1 Derivatives held as at the end of the report period □Applicable √Non-applicable §4 Appendix(See Attachment) 4.1 Balance Sheet 4.2 Income Statement in the report period 4.3 Income Statement from year-begin to the end of report period 4.4 Cash Flow Statement 4.5 Report of the auditor's Opinion of the auditor’s: Un-audited For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 26th October, 2011 4 Report for the Third Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET FOR THE MONTH ENDED 30 SEPTEMBER 2011 (All amounts in Rmb unless otherwise stated) [English translation for reference only] 30-Sep-11 31-Dec-10 30-Sep-11 31-Dec-10 ASSETS The Group The Group The Company The Company Current assets Cash at bank and on hand 482,482,614 781,720,083 137,276,220 494,364,355 Notes receivable - 4,640,000 - 1,700,000 Accounts receivable 221,755,440 179,772,755 16,774,943 9,336,968 Advances to suppliers 27,421,283 31,256,172 650,500 316,780 Interests receivable 51,667 1,318,202 221,568 91,902 Dividends receivable - - 260,620,436 304,203,089 Other receivables 60,924,354 52,765,361 285,297,108 365,862,136 Inventories 24,716,629 23,888,526 1,026,441 1,099,168 Total current assets 817,351,987 1,075,361,099 701,867,216 1,176,974,398 Non-current assets Available-for-sale financial 5,300,000 6,640,000 5,300,000 6,640,000 assets Long-term receivables - - 11,004,304 11,004,304 Long-term equity investments 1,453,355,923 1,149,921,886 1,990,932,189 1,589,644,572 Investment properties 34,983,168 29,379,544 26,787,001 20,991,116 Fixed assets 2,535,097,036 2,652,957,915 144,702,447 156,903,932 Construction in progress 375,600,238 14,593,516 4,803,844 450,900 Intangible assets 1,045,387,468 1,074,247,819 66,022,229 68,371,761 Goodwill 15,244,795 10,858,898 - - Long-term prepaid expenses 62,691,042 63,848,189 5,164,951 5,299,666 Deferred tax assets 49,787,267 52,083,662 23,183,838 21,221,357 Other non-current assets 121,670,926 72,292,214 - - Total non-current assets 5,699,117,863 5,126,823,643 2,277,900,803 1,880,527,608 TOTAL ASSETS 6,516,469,850 6,202,184,742 2,979,768,019 3,057,502,006 5 Report for the Third Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET FOR THE MONTH ENDED 30 SEPTEMBER 2011(CONTINUE) (All amounts in Rmb unless otherwise stated) [English translation for reference only] 30-Sep-11 31-Dec-10 30-Sep-11 31-Dec-10 LIABILITIES AND OWNERS’ EQUITY The Group The Group The Company The Company Current liabilities Short-term borrowings 1,536,050,000 1,225,550,000 601,050,000 478,550,000 Notes payable 4,376,000 1,895,750 3,165,000 - Accounts payable 211,384,742 214,723,251 9,495,231 16,221,238 Advances from customers 5,142,196 4,769,320 4,049,559 3,643,835 Employee benefits payable 31,754,240 36,929,912 24,406,327 15,275,662 Taxes payable 70,821,258 100,583,520 3,840,939 605,756 Interests payable 7,382,250 2,958,406 3,344,819 1,829,970 Dividends payable 213,351,043 213,351,043 - - Other payables 56,454,022 45,027,806 865,808,886 570,336,042 Current portion of non-current liabilities 132,451,750 412,951,750 - 212,500,000 Total current liabilities 2,269,167,501 2,258,740,758 1,515,160,761 1,298,962,503 Non-current liabilities Long-term borrowings - - - - Special payable 79,498,695 69,119,645 - - Deferred tax liabilities 1,003,200 1,324,800 1,003,200 1,324,800 Other non-current liabilities 62,255,206 65,841,707 - - Total non-current liabilities 142,757,101 136,286,152 1,003,200 1,324,800 Total liabilities 2,411,924,602 2,395,026,910 1,516,163,961 1,300,287,303 Owners' equity Paid-in capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 169,541,355 144,909,755 153,087,628 154,106,028 Surplus reserve 421,692,405 383,570,404 421,692,405 383,570,404 Undistributed profits 2,129,270,910 2,079,724,472 244,060,295 574,774,541 Foreign exchange translation (13,419,303) (13,419,303) - - difference Total equity attributable to equity 3,351,849,097 3,239,549,058 1,463,604,058 1,757,214,703 holders of the Company Minority interest 752,696,151 567,608,774 - - Total owners' equity 4,104,545,248 3,807,157,832 1,463,604,058 1,757,214,703 TOTAL LIABILITIES AND OWNERS’ 6,516,469,850 6,202,184,742 2,979,768,019 3,057,502,006 EQUITY 6 Report for the Third Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENT IN THE REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jul.-Sep. 2011 Jul.-Sep. 2010 Items The Group The Company The Group The Company Revenue 436,986,039 47,804,622 473,141,532 42,483,244 Less: cost of sales (189,317,656) (32,661,421) (180,091,273) (28,163,396) Tax and levies on operations (18,595,099) (2,109,794) (17,189,444) (1,658,784) General and administrative (31,103,111) (10,382,259) (27,224,306) (9,021,911) expenses Finance income/(expenses) – net (19,126,367) (10,919,597) (8,310,267) (2,361,121) Asset impairment reversals/(losses) - - - - Add: Investment income 28,379,161 10,704,726 36,940,353 8,773,736 Including: Share of results of 28,379,161 7,698,446 36,940,353 5,116,806 associates Operating profit 207,222,967 2,436,277 277,266,595 10,051,768 Add: Non-operating income 71,946 24,917 1,863,127 482,630 Less: Non-operating expenses (94,931) (5,047) (2,150,428) (22,682) Including: Loss on disposals of (46,722) (5,047) (2,079,971) - non-current assets Total profit 207,199,982 2,456,147 276,979,294 10,511,716 Less: Income tax (expenses)/income (38,713,247) 1,258,152 (39,309,280) (2,084,565) Net profit 168,486,735 3,714,299 237,670,014 8,427,151 Attributable to equity holders of the 129,046,618 171,149,943 Company Minority interest 39,440,117 66,520,071 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.200 0.265 Diluted earnings per share 0.200 0.265 Comprehensive income (83,600) (83,600) 725,400 725,400 Total Comprehensive income 3,630,699 238,395,414 9,152,551 168,403,135 Attributable to equity holders of the Company 128,963,018 171,875,343 Minority interest 39,440,117 66,520,071 7 Report for the Third Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED INCOME STATEMENT FROM YEAR-BEGIN TO END OF REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Sep. 2011 Jan.-Sep. 2010 Items The Group The company The Group The company Revenue 1,281,969,613 141,279,991 1,306,903,417 126,451,382 Less: cost of sales (549,126,730) (94,931,566) (516,981,363) (91,091,215) Tax and levies on operations (53,587,545) (6,044,851) (47,086,764) (4,814,758) General and administrative expenses (108,016,071) (44,619,512) (82,611,953) (28,899,832) Finance income/(expenses) – net (47,732,311) (30,445,028) (13,225,967) (5,282,002) Asset impairment reversals/(losses) - - - - Add: Investment income 86,823,358 34,886,070 121,357,144 41,680,567 Including: Share of results of 86,463,358 23,312,480 121,047,144 32,823,491 associates Operating profit 610,330,314 125,104 768,354,514 38,044,142 Add: Non-operating income 359,049 234,674 4,332,301 834,675 Less: Non-operating expenses (192,234) (28,242) (2,255,785) (40,621) Including: Loss on disposals of (113,846) (28,222) (2,137,429) (12,939) non-current assets Total profit 610,497,129 331,536 770,431,030 38,838,196 Less: Income tax (expenses)/income (105,505,706) 5,601,826 (105,248,401) (4,379,633) Net profit 504,991,423 5,933,362 665,182,629 34,458,563 Attributable to equity holders of the 387,404,046 480,113,425 Company Minority interest 117,587,377 185,069,204 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.601 0.745 Diluted earnings per share 0.601 0.745 Comprehensive income (1,018,400) (1,018,400) (93,318) (93,600) Total Comprehensive income 4,914,962 665,089,311 34,364,963 503,973,023 Attributable to equity holders of the 480,020,107 Company 386,385,646 Minority interest 185,069,204 117,587,377 8 Report for the Third Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED CASH FLOW STATEMENT FROM YEAR-BEGIN TO END OF REPORT PERIOD (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Sep. Jan.-Sep. Jan.-Sep. Jan.-Sep. Items 2011 2010 2011 2010 The Group The Group The company The company 1. Cash flows from operating activities Cash received from rendering of services 1,241,282,991 1,255,220,500 134,921,669 123,334,144 Refund of taxes and levies - - - - Cash received relating to other operating activities 20,595,029 16,197,938 296,649,976 369,699,724 Sub-total of cash inflows 1,261,878,020 1,271,418,438 431,571,645 493,033,868 Cash paid for goods and services (302,477,754) (258,659,665) (71,452,499) (66,427,851) Cash paid to and on behalf of employees (165,680,960) (152,885,776) (44,894,953) (41,538,002) Payments of taxes and levies (199,959,516) (188,140,591) (6,835,065) (6,585,255) Cash paid relating to other operating activities (52,010,473) (39,640,629) (344,229,689) (316,969,550) Sub-total of cash outflows (720,128,703) (639,326,661) (467,412,206) (431,520,658) Net cash flows from operating activities 541,749,317 632,091,777 (35,840,561) 61,513,210 2. Cash flows from investing activities Cash received from disposals of investments - 146,653,951 423,300,000 94,000,000 Cash received from returns on investments 1,584,863 310,000 56,381,107 277,241,892 Net cash received from disposals of fixed assets, 389,749 11,623,449 157,083 915,341 intangible assets Net cash received from disposals of subsidiary or - - - - other operating units Sub-total of cash inflows 1,974,612 158,587,400 479,838,190 372,157,233 Cash paid to purchase fixed assets, intangible (411,459,288) (106,261,991) (5,471,572) (3,823,003) assets and other long-term assets Cash paid relating to others investing activities (220,284,181) (749,655,300) (379,200,000) (779,655,300) Sub-total of cash outflows (631,743,469) (855,917,291) (384,671,572) (783,478,303) Net cash flows from investing activities (629,768,857) (697,329,891) 95,166,618 (411,321,070) 3. Cash flows from financing activities Cash received as investment 91,940,000 - - - Cash received from borrowings 1,026,050,000 764,880,000 643,550,000 483,440,000 Sub-total of cash inflows 1,117,990,000 764,880,000 643,550,000 483,440,000 Cash repayments of borrowings (996,050,000) (319,440,000) (733,550,000) (143,440,000) Cash payments for interest expenses and (330,671,304) (396,134,877) (324,743,567) (218,545,683) distribution of dividends or profits Cash paid relating to other financing activities (2,486,625) (1,001,685) (1,670,625) (1,001,685) Sub-total of cash outflows (1,329,207,929) (716,576,562) (1,059,964,192) (362,987,368) Net cash flows from financing activities (211,217,929) 48,303,438 (416,414,192) 120,452,632 4. Effect of foreign exchange rate changes on - - - - cash and cash equivalents 5. Net (decrease)/increase in cash and cash (299,237,469) (16,934,676) (357,088,135) (229,355,228) equivalents Add: Cash and cash equivalents at beginning of 781,720,083 741,096,267 494,364,355 453,407,958 year 6. Cash and cash equivalent at end of year 482,482,614 724,161,591 137,276,220 224,052,730 9