Abstract for 2011 Annual Report Stock Code: 000022 /200022 Stock Abbr.: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No. 2012-008 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED ABSTRACT FOR 2011 ANNUAL REPORT 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 will accept, individually and collectively, the responsibility for the correctness, accuracy and completeness of the contents of this report. The report is abstracted from the 2011 Annual Report, which is published on the internet website www.cninfo.com.cn in the mean time. The investors are suggested to read the full text of 2011 Annual Report to understand more details. 1.2 All Directors agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report. 1.3 Independent director Zhang Jianjun did not attend the meeting due to business reason and appointed Independent director Hao Zhujiang, as his proxy to attend and speak at the meeting on his behalf. Independent director Zhang Jianjun has given his consents to the full contents of this report. 1.4 PricewaterhouseCoopers Zhong Tian CPAs Limited Company presented standard audit reports without any reserved opinions for Financial Statements 2011 of the Company. 1.5 Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Jianguo and Financial Manager Ms. Ma Zhihong hereby confirm that the Financial Statements in the Annual Report are true, accurate and complete. 1.6 The Annual Report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. 1.7 According to certain regulations issued by China Securities Regulatory Commission, the Company needn't to prepare Financial Statements under International Financial Reporting Standards, thus all the financial data disclosed in this report were prepared under Chinese Accounting Standards. 2. Company Profile 2.1 Basic information Stock Abbreviation Chiwan Wharf A/Chiwan Wharf B Stock Code 000022/200022 Stock Exchange Shenzhen Stock Exchange 2.2 For contact Company Secretary Securities Affairs Representative Name Ms. Bu Dan Ms. Hu Jingjing 13/F., Chiwan Petroleum Building, 13/F., Chiwan Petroleum Building, Address Shenzhen, PRC Shenzhen, PRC Tel +86 755 26694222 +86 755 26694222 Fax +86 755 26684117 +86 755 26684117 E-mail cwh@cndi.com cwh@cndi.com 1 Abstract for 2011 Annual Report 3. Financial and Business Highlights 3.1 Major accounting data Unit: RMB Increase or decrease of 2011 2010 2009 this year than last year Revenue 1,708,136,899.00 1,740,417,668.00 -1.85% 1,465,434,512.00 Operating profit 816,494,626.00 962,439,501.00 -15.16% 673,649,986.00 Total profit 816,337,301.00 964,414,981.00 -15.35% 679,900,108.00 Net profit attributable to equity holders of the 505,645,137.00 596,680,156.00 -15.26% 418,864,844.00 Company Net profit attributable to equity holders of the 505,629,810.00 595,310,399.00 -15.06% 412,521,386.00 Company after extraordinary gains and losses Net cash flows from operating 746,190,596.00 926,845,569.00 -19.49% 726,501,993.00 activities Increase or decrease of As at 31 Dec. 2011 As at 31 Dec. 2010 this year-end than last As at 31 Dec. 2009 year-end Total assets 6,540,228,435.00 6,202,184,742.00 5.45% 5,527,873,569.00 Total liabilities 2,434,164,364.00 2,395,026,910.00 1.63% 2,107,282,039.00 Total equity attributable to equity holders of the 3,467,796,751.00 3,239,549,058.00 7.05% 2,852,982,756.00 Company Share capital 644,763,730.00 644,763,730.00 0.00% 644,763,730.00 3.2 Financial Highlights Unit: RMB Increase or decrease of this 2011 2010 2009 year than last year Basic earnings per share 0.784 0.925 -15.24% 0.650 Diluted earnings per share 0.784 0.925 -15.24% 0.650 Basic earnings per share after 0.784 0.923 -15.06% 0.640 extraordinary gains and losses Weighted average return on equity 15.19% 19.70% -4.51% 15.08% Weighted average return on net assets 15.19% 19.65% -4.46% 14.85% after extraordinary gains and losses Net cash flow per share arising from 1.157 1.437 -19.49% 1.127 operating activities Increase or decrease of this As at 31 Dec. 2011 As at 31 Dec. 2010 As at 31 Dec. 2009 year-end than last year-end Net assets per share attributable to equity 5.378 5.024 7.05% 4.425 holders of the Company Asset-liability ratio 37.22% 38.62% -1.40% 38.12% 2 Abstract for 2011 Annual Report 3.3 Items of extraordinary gains and losses √Applicable □Non-applicable Unit: RMB Notes (if Items 2011 2010 2009 applicable) Net gains on disposal of non-current assets -1,889,222.00 -672,955.00 8,218,321.00 Government grants in current year profit 0.00 1,200,000.00 1,450,000.00 Receivables impairment reversal by individual 0.00 0.00 1,815,259.00 assessment Other non-operating income/(expense),net 1,731,897.00 1,448,435.00 -3,418,198.00 Tax effects 33,863.00 -350,605.00 -1,572,070.00 Minority interests effects (after tax) 138,789.00 -255,118.00 -149,854.00 Total 15,327.00 - 1,369,757.00 6,343,458.00 4. Particulars about Shareholding and Control Relationship Illustration 4.1 Top ten shareholders and top ten shareholders holding shares not subject to trading moratorium Unit: Share Total number of 38,502, with 29,466 being A-share Total number of 38,558, with 29,728 being A-share shareholders as at 31 holders, and 9,036 being B-share shareholders as at 29 Feb. holders, and 8,830 being B-share Dec. 2011 holders 2012 holders Shareholdings of top ten shareholders (all being shareholders holding shares not subject to trading moratorium) Shares Type of Shares Percentage of subject to shares Nature of Total shares pledged Name of shareholders shareholding trading (A, B, H shareholders held (share) or frozen (%) moratorium or other (share) (share) shares) CHINA NANSHAN DEVELOPMENT 57.52% 370,878,000 0 0 A shares (GROUP) INC. KEEN FIELD ENTERPRISES LIMITED Holder of B shares 8.02% 51,708,881 0 N/A B shares CMBLSA RE FTIF TEMPLETON Holder of B shares 7.43% 47,914,954 0 N/A B shares ASIAN GRW FD GTI 5496 GOVERNMENT OF SINGAPORE INV. Holder of B shares 0.94% 6,071,192 0 N/A B shares CORP.- A/C "C" EMPLOYEES PROVIDENT FUND Holder of B shares 0.55% 3,545,534 0 N/A B shares OMERS ADMINISTRATION Holder of B shares 0.5% 3,238,309 0 N/A B shares CORPORATION(SC03) TEMPLETON CANADA EMERGING Holder of B shares 0.41% 2,671,924 0 N/A B shares MKTS FUND FTIF-TEMPLETON EMERGING MKT Holder of B shares 0.39% 2,522,279 0 N/A B shares SMALLER COMPANIES FUND CHINA MERCHANTS SECURITIES Holder of B shares 0.38% 2,470,046 0 N/A B shares (HK) CO., LTD TEMPLETON EMERGING MKTS Holder of B shares 0.33% 2,126,967 0 N/A B shares FUND INC China Nanshan Development (Group) Inc. does not have any relations with other Explanation on associated relationship among the shareholders holding shares not subject to trading moratorium. The Company does top ten shareholders: not know if there are any inter-relations among other shareholders holding shares not subject to trading moratorium. 3 Abstract for 2011 Annual Report 4.2 Shareholding structure of the Company State-Owned Assets Supervision and Administration Commission of the State Council 100% China Merchants State-Owned State-Owned China Group Assets Assets National 55.14% Supervision and Supervision and Offshore Administration Administration Oil Commission of Commission of Corporation Shenzhen the People’s China Merchants Municipal Government of Holdings Government Guangdong (International) Province Company Limited 100% 100% 100% 100% China Silverflow Shenzhen Guangdong China China HK Merchants Co., Ltd. Investment Guangye National Ocean Clifford (Nanshan) Holdings Investment Offshore Oilfields Wong Holdings Co., Ltd. Holdings Oil Services Investme Ltd Limited Investme (Hong nt Co., nt Co., Kong) Ltd Ltd Limited (COOS) 36.52% 0.50% 26.10% 23.49% 7.83% 1.64% 3.92% China Nanshan Development (Group) Incorporation 57.52% 14.58% 27.90% Public A Shares Shenzhen Chiwan Wharf Holdings Limited Public B Shares 4 Abstract for 2011 Annual Report 5. Report of the Board of Directors 5.1 Discussion and analysis on the performance of 2011 A. Business review for the reporting period The Company is principally engaged in the handling, warehousing and transportation of containers and bulk cargoes, as well as the provision of related services. The year 2011 saw a faltering recovery of the world economy. The spreading European Sovereign Debt Crisis, the Japan Earthquake, the riotous Middle East and other factors presented the world economy with serious challenges. China’s foreign trade grew in a much lower-than-expected rate. Liner companies as a whole gave a lackluster performance, transport capacity was integrated and deepened, and more and more large ships kept putting pressure on facilities and equipments in ports. In the year, the Company deeply carried forward optimization of resource allocation, stepped up its efforts and looked for overall improvement of its resources. Meanwhile, it made good use of internal and external opportunities to ensure stability of clients and achieve steadily increasing rates of port operation charges. In order to upgrade its service, the Company reinforced internal management in an all-round way covering system, process, technology, training, etc., carried on with research and innovation in an orderly manner and made sure of application of research results. As a result, internal management of the Company was improved on a going basis and notable achievements were made in cost control. By and large, the Company managed to maintain or even slightly improve all of its performance indicators with a stricter cost control. Duing the reporting year, the Company achieved a container throughput of 5,793,000 TEU, down 5.8% as compared with last year, pushing the Company behind the average growth rate of 0.3% in all Shenzhen ports for the same period. The said container throughput represented a 25.7% market share in the container & port business in Shenzhen, down 150 basic points on a year-on-year basis. Chiwan port achieved a throughput of 4,122,000 TEU, a 1% decrease over last year. As for its bulk cargo handling business, the Company still handled grain and fertilizers as its two main kinds of cargo and maintained a leading position in the region in this respect. In 2011, considering a weak market demand and decreasing available resources in Chiwan Port, the Company adjusted the cargo source structure by increasing the portion of high-value cargo sources. As a result, the average unit price rose considerably. Meanwhile, the Company also adjusted retention periods to increase its income from retention charges, which was why it still achieved growth in operating revenue and profit despite a decreasing throughput. Throughout the year, the Company achieved a throughput of 9.251 million tons, representing a slight decrease of 9.4% year on year. The bulk cargo throughput achieved by Chiwan port 6.532 million tons, decreased of 18.2%, accounting for a 19.8% market share among the three main bulk cargo wharfs in Shenzhen, down 180 basic points over 2010. For the year 2011, the Company achieved a throughput of 63.84 million tons, representing a slight decrease of 0.5% over 2010 and accounting for 27.4% of the overall throughput at Shenzhen ports, down by 60 basic points as compared with 2010. 5 Abstract for 2011 Annual Report Business highlights of the Company for the past three years are set out as follows. Business Data 2011 2010 2009 Total throughput (million tons) 63.84 64.17 51.77 Among which: Container throughput (million TEU) 5.79 6.15 4.77 Chiwan Port 4.12 4.16 3.29 Mawan Port 1.67 1.96 1.48 Machong Port 0 0.03 -- Throughput of bulk cargo (million tons) 9.25 10.21 8.18 Chiwan Port 6.53 7.99 8.18 Machong Port 2.72 2.23 -- Hours charged for tow trucks (million hours) 1.23 1.30 1.16 Hours charged for tugboats (hour) 32,121 34,447 30,219 In face of rising labor cost, raw material cost and fuel cost in 2011, the Company actively coped with these problems through modern management and research & innovation. It improved the system’s statistical function, monitored unit consumption of labor and man hours, and reduced cost labor according to the appraisal system. Meanwhile, it also explored the possibility of using domestic tugboat spare parts to reduce raw material cost. And in order to keep down fuel cost, it altered internal tugboats in container wharfs with LNG (liquefied natural gas). The relationship between the costs caused by all adjustments in the year and the business volume and income was under effective control. B. Outlook for the future development of the Company 1. Development trend and competition status of the industry in which the Company is engaged In 2012, economic recovery in American and European countries may remain faltering, causing weak demands. Affected by that, global economy will grow in a comparatively lower pace. China’s foreign trade still has a chance to rise, but the growth rate is sure to become lower. Judging from the cycle of the industry, the shipping industry may have reached the peak of this cycle in 2010, and considering bottoming freight charges and unfavorable factors concerning the macro-economy and shipping capacity supply & demand, it is hard for the industry to reach that peak again in 2012 even if it bottoms out in the year. The intrinsic growth of the port industry will slow down structurally. Meanwhile, investments that have been made in the high-speed development period will continue to produce new throughput capacity, and over-capacity in ports will heat up competition. Shenzhen ports mainly handle containers for foreign trade, making the port industry easily susceptible to foreign demands. And the Company’s container business lies in an area where ports handling large containers are close-packed, which means fierce competition. Slowdown of growth in foreign trade and further relocation of industries from the Pearl River Delta will both affect growth of container capacity in the future. At the same time, liner companies are having low freight charges and a poor performance, which will consequently put pressure on port tariffs. Alteration in ports in West Shenzhen will be carried forward step by step. The bulk cargo handling business developed by the three ports in the western part of Shenzhen in line with their respective strengths will remain stable generally, but the business structure may change as the plan for port resources changes. In the long run, the fertilizer and grain handling business of the Company is 6 Abstract for 2011 Annual Report expected to show a steady growth; and resource allocation and business assignment between Chiwan Port and Machong Port will be optimized as response to markets change, laying a foundation for the sustained development of the Company’s bulk cargo handling business in the future. 2. Business Plan for 2012 In a changeable market environment, the Company will take initiative to alter its strategies so as to seize market opportunities. Meanwhile, it will keep an eye on influence of state policy amendments on imported cargos, as well as increasing near-sea cargos stimulated by development of emerging Asian economies. It will also look for cooperation with other ports in the region so as to keep competition in a healthy condition. It will continue to improve quality of all kinds of services it provides, focus on its core competitive edge, and maintain stability in core business and with major clients. While trying to maintain the existing clients and market share, the Company will adopt more proactive strategies to expand its business, and also attach great importance to market and brand development. It will improve the governing environment for the port, expand cargo sources by making use of the policy advantage of the bonded port, enhance its ability to utilize and integrate internal and external resources, extend the service chain, and at the same time proactively improve the operating efficiency and service quality as a way to cope with the fierce competition among ports in the region. The Company is well positioned to push forward research and innovation more deeply and widely; improve the appraisal and incentive mechanism; upgrade management; increase its resource distribution efficiency and allocation capability; encourage technical innovations for controlling cost, saving energy & reducing CO2 emission and building green ports; constantly increase vitality and sustainability of its core competitiveness; and enhance its risk control capability as a whole. In 2012, the Company will mainly work on the following construction projects: the Berth 13 extension project in Chiwan Port to be commenced for accommodating more and more larger ships, which will greatly improve our ability to receive and handle large ships at the jetty; ancillary warehousing facilities for the first phase of the Machong Port Project, including bonded and bulk grain warehouses; and the second phase of the Machong Port Project. Meanwhile, we will keep an eye on any possible opportunity arising from market and industry changes, as well as investment orientations for resource and business integration. Also, we will continuously enhance our ability to manage investments, assure progress of all the construction projects, and keep a watch over companies that we invest in. 3. Capital requirements and expenditure plan for 2012 To implement our future development strategies and achieve business goals we have set, a capital expenditure of RMB694 million is planned for 2012, of which RMB162 million will be invested in fixed assets at Chiwan Port and RMB532 million will be invested in Machong Port in Dongguan. The above capital expenditures will be mainly funded by cash inflows from operating activities of the Company, bank borrowings and corporate bonds. 7 Abstract for 2011 Annual Report 5.2 Core business in different industries and products Unit: RMB’000 Core business in different industries YoY +/- of Operating YoY +/- of YoY +/- of operating Business Revenue Operating cost profit margin operating cost revenue (%) profit margin (%) (%) (%) Cargo handling 159,339.07 72,577.97 54.45% -1.81% 3.45% -4.70% 5.3 Reasons for material movements of profit breakdown, main business and its structure and main business profitability in the reporting period as compared with last year □Applicable √Non-applicable 6. Financial Report 6.1 Explanation about changes in accounting policies, accounting estimates and measurement methods as compared with the previous annual report □Applicable √Non-applicable 6.2 Significant accounting errors, corrected amount, reason and impact □Applicable √Non-applicable 6.3 Specific explanation about changes of the consolidation scope as compared with the previous annual report √Applicable □Non-applicable Hinwin Development Limited was newly consolidated for the reporting year. 6.4 Explanation from the Board of Directors and the Supervisory Committee on any “non-standard auditor’s report” issued by the Certified Public Accountants □Applicable √Non-applicable For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 28 March 2012 8