SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
2013 Annual Report
Disclosed on 29 March 2014
2013 Annual Report
Section I. Important Reminders, Catalogue & Explanation
The Board of Directors, the Supervisory Committee, directors, supervisors and senior management
staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”)
warrant that this report is factual, accurate and complete without any false record, misleading
statement or material omission. And they shall be jointly and severally liable for that.
This report has been reviewed and approved at the 7th Session of the 7th Board of Directors, which
all directors attended.
The Company’s profit distribution preplan upon review and approval of this board session: Based
on the total 644,763,730 shares of the Company as at 31 Dec. 2013, a cash dividend of RMB 3.90
(tax included) will be distributed for every 10 shares held by shareholders. No bonus shares will be
granted and no capital reserve will be turned into share capital.
Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Fang and Financial
Manager Ms. Li Li hereby confirm that the Financial Report in the Annual Report is true, accurate
and complete.
This report involves future plans, development strategies and some other forward-looking
statements, which shall not be considered as virtual promises of the Company to investors. And
investors are kindly reminded to pay attention to possible risks.
This report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
According to certain regulations issued by China Securities Regulatory Commission, the Company
needn't to prepare Financial Statements under International Financial Reporting Standards, and thus
all the financial data disclosed in this report were prepared under Chinese Accounting Standards.
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2013 Annual Report
Catalogue
Section I. Important Reminders, Catalogue & Explanation..........................................................1
Section II. Company Profile..............................................................................................................5
Section III. Accounting & Business Highlights ...............................................................................7
Section IV. Report of the Board of Directors...................................................................................8
Section V. Significant Events...........................................................................................................22
Section VI. Change in Shares & Shareholders ..............................................................................32
Section VII. Directors, Supervisors, Senior Management Staff and Employees........................36
Section VIII. Corporate Governance .............................................................................................45
Section IX. Internal Control ...........................................................................................................54
Section X. Auditor's Report (See attached) ...................................................................................58
Section XI. Documents for Reference.............................................................................................59
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2013 Annual Report
Explanation
Term Refers to Contents
Company, the Company or Chiwan
Refers to Shenzhen Chiwan Wharf Holdings Limited
Wharf
China Merchants Group Refers to China Merchants Group Limited
CMHI Refers to China Merchants Holdings (International) Company Limited
CND Group Refers to China Nanshan Development (Group) Inc.
Malai Storage Refers to Shenzhen Malai Storage Co., Ltd.
KFEL Refers to Keen Field Enterprises Limited
State-Owned Assets Supervision and Administration
SASAC of the State Council Refers to
Commission of the State Council
The Ministry of Commerce Refers to The Ministry of Commerce of the People’s Republic of China
CSRC Refers to China Securities Regulation Commission
Shenzhen CSRC Refers to Shenzhen Bureau of China Securities Regulatory Commission
SZSE Refers to Shenzhen Stock Exchange
“the Company Law” Refers to “the Company Law of the People’s Republic of China”
“the Securities Law” Refers to “the Securities Law of the People’s Republic of China”
“the Articles of Association of Shenzhen Chiwan Wharf
“the Articles of Association” Refers to
Holdings Limited”
“the Stock Listing Rules” Refers to “the Stock Listing Rules of Shenzhen Stock Exchange”
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2013 Annual Report
Warning of Significant Risks
1. Risk concerning the industry situation
Complicated elements still exist in the global economy and the international shipping market stays
weak. With new opportunities and challenges arising from the allied operation of liners, the
container business of the Company maintains relative stability but is still under quite some pressure.
In view of that, the Company proactively improves its operation and service at wharfs, and
continues to expand the Asian and African routes, as well as the local cargo sources, trying to
maintain basic stability of its key clients and market share.
2. Risk concerning market competition
Structural overcapacity of containers at the Pearl River Delta wharfs stands out, heating up the
competition among wharfs in the region. Thanks to its advanced experience in wharf operation,
stable clients and professional services, the Company is still a strong competitor. In addition, the
Company will focus more on cooperation with other wharfs in the region, trying to realize positive
interaction and avoid vicious competition.
3. Risk concerning rising cost
The rise of labor cost is irreversible, causing more cost pressure on the Company. Therefore, the
carries on with R&D innovation and lean management, attaches great importance to the study and
application of new technologies and skills, and cuts down the staff, which reduces the cost pressure
to some degree.
Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn were designated by the Company as
the media for information disclosure for 2013. All information of the Company shall be subject to
what is released by the Company on the said media. And Investors are kindly reminded to pay
attention to possible investment risks.
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2013 Annual Report
Section II. Company Profile
I. Company information
Stock abbreviation Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 深圳赤湾港航股份有限公司
Abbr. of the Chinese name of the Company 深赤湾
English name of the Company Shenzhen Chiwan Wharf Holdings Limited
Abbr. of the English name of the Company Chiwan Wharf
Legal representative of the Company Mr. Zheng Shaoping, Chairman
Registered address Chiwan, Shenzhen, PRC
Postal code for the registered address 518067
Office address 8/F, Chiwan Petroleum Building, Shenzhen, PRC
Postal code for the office address 518067
Internet website of the Company http://www.szcwh.com
Email address cwh@cndi.com
II. Contact information
Company Secretary Securities Affairs Representative
Name Ms. Bu Dan Ms. Hu Jingjing
Contact address 8/F, Chiwan Petroleum Building, Shenzhen, PRC
Tel. +86 755 26694222 +86 755 26694222
Fax +86 755 26684117 +86 755 26684117
E-mail cwh@cndi.com cwh@cndi.com
III. About information disclosure and where this report is placed
Newspapers designated by the Company for information disclosure Securities Times, Ta Kung Pao (HK)
Internet website designated by CSRC for disclosing this report http://www.cninfo.com.cn
Where this report is placed Company Secretary Office
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2013 Annual Report
IV. Change of the registered information
Registration Registration Business Registration code of Organizational
Query index
date place license No. taxation code
Initial Chiwan, 4403015011 SSDZ No. Market
19 Jul. 1990 61883296-8
registration Shenzhen 24494 440300618832968 Supervision
Administration
At the end Bureau of
of the Chiwan, 4403015011 SSDZ No. Shenzhen
24 Apr. 2013 61883296-8
reporting Shenzhen 24494 440300618832968 Municipality
period (http://www.szaic.
gov.cn)
Changes of the main
business since listing (if Unchanged
any)
Changes of the controlling
N/A
shareholder (if any)
V. Other information
The CPAs firm hired by the Company:
Name Deloitte Touche Tohmatsu Certified Public Accountants LLP
Office address 30/F, 222 Yan An Road East, Huangpu District, Shanghai, P.R.C.
Signing accountants Li Weihua, Su Min
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2013 Annual Report
Section III. Accounting & Business Highlights
I. Major accounting data and financial indicators
Unit: RMB
Increase or decrease
2013 2012 of this year over last 2011
year
Total operating income 1,780,774,836.30 1,783,846,134.76 -0.17% 1,708,136,899.00
Net profit attributable to
502,894,547.79 467,103,270.43 7.66% 505,645,137.00
shareholders of the parent
Net profit attributable to
shareholders of the parent after 502,469,158.84 464,592,323.43 8.15% 505,629,810.00
extraordinary gains and losses
Net cash flows from operating
897,178,297.23 698,472,452.71 28.45% 746,190,596.00
activities
Basic EPS (RMB/share) 0.780 0.724 7.73% 0.784
Diluted EPS (RMB/share) 0.780 0.724 7.73% 0.784
ROE (%) 13.26% 13.15% 0.11% 15.19%
Increase or decrease
As at 31 Dec. 2013 As at 31 Dec. 2012 of this year-end than As at 31 Dec. 2011
last year-end
Total assets 7,346,529,214.70 6,781,130,451.10 8.34% 6,540,228,435.00
Tatal shareholder’s equity
attributable to equity holders of 3,947,846,392.77 3,678,032,085.18 7.34% 3,467,796,751.00
the parent
II. Differences between accounting data under domestic and overseas accounting standards
Unit: RMB
Net profit attributable to shareholders of Net assets attributable to shareholders of the
the parent parent
2013 2012 Closing amount Opening amount
According to Chinese
502,894,547.79 467,103,270.43 3,947,846,392.77 3,678,032,085.18
accounting standards
According to international and overseas accounting standards N/A
III. Items and amounts of extraordinary gains and losses
Unit: RMB
Item 2013 2012 2011
Profit or loss on disposal of non-current assets (1,697,013.72) (1,749,511.00) (1,889,222.00)
Government grants recognized in profit or loss 460,819.18 494,730.00 -
Other non-operating income aor expenses other than
1,941,846.95 5,064,433.00 1,731,897.00
above
Tax effects (127,755.32) (251,327.00) 33,863.00
Effects of minority interest (152,508.15) (1,047,378.00) 138,789.00
Total 425,388.95 2,510,947.00 15,327.00
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2013 Annual Report
Section IV. Report of the Board of Directors
I. Overview
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 global economy saw a gradual and non equilibrium recovery in 2013. Stimulated by quite a few
rounds of quantitative easing and the re-industrialization progress, the U.S. economy kept
recovering. Euro-zone economies bottomed out and showed a slight growth. Japan saw a strong
rebound upon a series of economic stimulus policies, with the deflation situation improved.
Emerging economies commenced re-structuring and slowed down in the overall growth. And
China’s economy was stable and recorded a GDP growth of 7.7% for 2013, with foreign trade
showing a growth of 7.6% from last year. Meanwhile, International Monetary Fund (IMF)
estimated a growth of 3.0% and 2.7% in 2013 for the global economy and trade respectively.
Overcapacity still existed in the container shipping market and liner companies generally suffered
from gloomy earnings. Due to a weak foreign demand and increasing competition among wharfs,
the container business of the Company was under a lot of pressure. However, the Company still
managed to maintain relative stability of its container throughput and market share through
proactively expanding local import and export cargo resources, near-sea shipping routes, liner
branch routes and emerging business. As for the bulk cargo business, in view of a sluggish demand
in foreign trade, the Company adapted itself to the said market change and proactively sought for
more needs in inner trade, which offset the drop in the cargo volume caused by the declining
foreign trade. In addition, the operation rates for main cargos were effectively increased.
For the reporting year, the Company achieved a container throughput of 5,346 thousand TEU,
representing a small YoY increase of 0.7%, slightly lower than the 1.7% growth of the average
container throughput of all Shenzhen wharfs. The container throughput of the Company represented
a 23% market share of Shenzhen wharfs, almost the same as last year. Chiwan port achieved a
throughput of 3,990 thousand TEU, a 1.1% increase over last year.
Throughout the year, the bulk cargo throughput achieved by the Company was 13,311 thousand
tons, up 24.4% over last year. To be specific, Chiwan Port optimized its business structure and
achieved a throughput growth of 10.6% over last year despite limited resources. And Machong Port
saw the gradual release of new resource capacity, which resulted in a considerable throughput
growth of 46.2% over last year.
For the year 2013, the Company achieved a total throughput of 65.894 million tons, representing an
increase of 7.1% over 2012, of which Chiwan Port achieved 59.806 million tons, up 4.2% over
2012, accounting for 25.6% of the overall throughput at Shenzhen ports, up by 40 basic points as
compared with 2012.
Business highlights of the Company for the past three years are set out as follows:
Business highlight 2013 2012 2011
Total throughput (thousand tons) 65,894 61,533 63,840
Among which: Container throughput (thousand TEU) 5,346 5,311 5,793
Chiwan Port 3,990 3,946 4,122
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2013 Annual Report
Mawan Port 1,356 1,365 1,671
Throughput of bulk cargos (thousand tons) 13,311 10,699 9,251
Chiwan Port 7,223 6,534 6,532
Machong Port 6,088 4,165 2,719
Hours charged for tow trucks (thousand hours) 1,230 1,179 1,231
Hours charged for tugboats (hour) 30,247 31,707 32,121
In 2013, the Company attached importance to and continued improving customer service to
stabilize core customers. Meanwhile, it proactively sought for new customers and adopted more
flexible business strategies to enhance customers’ reliance on it and its routes. It also enhanced
exchange and cooperation with other wharfs in the region to maintain a good order in market
competition.
The Company pushed forward R&D innovation and lean management; increased operation
efficiency and resource utilization efficiency through operation process improvement, work flow
optimization and technical innovation; and eased the pressure brought by limited resources and
rising labor cost. In 2013, the Company accelerated the transition from technical innovation
achievements to actual productivity, which produced an excellent result. It also vigorously carried
forward innovation in organization, management and mechanism. Through a series of lean
management measures such as optimization of the organizational structure, IT application in
management and cost control, the Company successfully reduced costs, increased efficiency and
greatly improved the overall management capability.
II. Main business analysis
1. Overview
Unit: RMB
Item 2013 2012 +/-
Total operating income 1,780,774,836.30 1,783,846,134.76 -0.17%
Operating profit 759,282,870.84 737,084,907.08 3.01%
Net profits attributable to shareholders of the parent 502,894,547.79 467,103,270.43 7.66%
No significant change occurred to the structures of the main business and profit during the reporting
period.
Operating revenue was almost the same as that of last year.
Operating profit went up by 3.01% mainly because ① business tax and surtaxes recorded a
considerable drop of 89% when VAT replaced business tax; ② RMB appreciation generated
exchange earnings; and ③ jointly-run and associated companies recorded YoY growth in profit due
to the macro market environment, bringing up the relevant investment earnings by 22% on the year-
on-year basis.
Net profit attributable to shareholders of the Company (without subsidiaries) recorded a growth of
7.66% mainly because ① the extension of Berth 13# was put into use in Aug. 2012, which enabled
the Company to enjoy a preferential treatment of relevant income tax reduction or exemption; and
② interest expenses decreased, RMB appreciated and financial expenses decreased.
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2013 Annual Report
2. Income
Unit: RMB
Core business Industry Operating income Proportion Operating profit Proportion
Load and
Load and unload services 1,668,049,422.40 90.33% 666,919,721.32 87.84%
unload services
Supporting service for Related road 81,079,270.81 4.39% 8,436,121.42 1.11%
load and unload services transportation
Related
Tugboat services 79,909,986.21 4.33% 28,615,684.06 3.77%
shipping
Agency and others services Agency 17,618,167.70 0.95% 55,311,344.04 7.28%
Subtotal 1,846,656,847.12 100% 759,282,870.84 100%
Elimination (65,882,010.82) - - -
Total 1,780,774,836.30 100% 759,282,870.84 100%
Major customers:
Total sales to the top 5 customers (RMB) 964,135,795.69
Ratio of the total sales to the top 5 customers to the annual total sales (%) 54.14%
3. Costs
Unit: RMB
2013 2012
Industry Item Proportion in Proportion in YoY +/-
Amount Amount
operating costs operating costs
Load and unload Load and
858,643,893.87 94.34% 792,177,702.37 93.79% 8.39%
services unload services
Supporting services Related road
for load and unload transportation 49,035,130.20 5.39% 50,589,617.89 5.99% -3.07%
services and shipping
Agency and others
Agency 2,455,715.83 0.27% 1,834,098.26 0.22% 33.89%
services
Total 910,134,739.90 100% 844,601,418.52 100% 7.76%
4. Expense
Unit: RMB
Item 2013 2012 YoY +/-
Financial expenses 40,956,491.50 70,763,164.30 -42.12%
Impairment losses of assets 448,204.74 331,339.05 35.27%
Financial expenses decreased mainly because the average interest rate of loans decreased due to
optimization of the loan structure, and RMB appreciated by 3% over the year-begin, generating
more exchange earnings.
Impairment losses of assets increased mainly because inventory falling-price loss increased.
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2013 Annual Report
5. Cash flows
Unit: RMB
Item 2013 2012 YoY +/-
Subtotal of cash inflows from operating activities 1,867,847,176.58 1,754,822,862.83 6.44%
Subtotal of cash outflows from operating activities 970,668,879.35 1,056,350,410.12 -8.11%
Net cash flows from operating activities 897,178,297.23 698,472,452.71 28.45%
Subtotal of cash inflows from investing activities 69,919,307.66 77,630,142.00 -9.93%
Subtotal of cash outflows from investing activities 405,953,935.88 592,432,594.36 -31.48%
Net cash flows from investing activities (336,034,628.22) (514,802,452.36) 34.73%
Subtotal of cash inflows from financing activities 1,922,097,800.00 2,216,960,000.00 -13.30%
Subtotal of cash outflows from financing activities 2,079,235,781.45 2,564,602,356.70 -18.93%
Net cash flows from financing activities (157,137,981.45) (347,642,356.70) 54.80%
Net increase in cash and cash equivalents 400,683,948.94 (163,933,375.22) 344.42%
Subtotal of cash inflows from operating activities increased mainly because the Company attached
great importance to managing & collecting receivables, and cash received from selling goods and
providing services increased significantly.
Subtotal of cash outflows from operating activities decreased mainly because the “business tax to
VAT” policy and the relevant tax exemption resulted in a drop in tax and fare expenses.
Subtotal of cash inflows from investing activities decreased mainly because the bonuses from
jointly-run companies and associates decreased and the cash inflows from disposal of fixed assets,
intangible assets and other long-term assets decreased as well.
Subtotal of cash outflows from investing activities decreased mainly because fixed asset investment
slowed down, and the Company invested RMB 100 million in China Development Finance Co., Ltd.
last year while there was no outward investment this year.
Subtotal of cash inflows from financing activities decreased mainly because the Company
optimized the loan structure and reduced loans.
Subtotal of cash outflows from financing activities decreased mainly because last year, subsidiaries
distributed bonuses for the previous year, while there was no such event this year.
III. Breakdown of main business
Unit: RMB
Operating YoY +/-of
YoY +/-of YoY +/-of
Operating income Operating costs profit operating
income operating costs
margin profit margin
Classified by industry:
Load and unload
1,668,049,422.40 858,643,893.87 48.52% 0.23% 8.39% -3.88%
services
Classified by region:
China Mainland 1,699,914,732.06 900,138,084.80 47.05% -0.24% 7.89% -3.99%
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2013 Annual Report
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB
As at 31 Dec. 2013 As at 31 Dec. 2012
Proportion
Proportion in Proportion in change
Amount Amount
total assets total assets
Currency funds 715,539,516.48 9.74% 314,855,567.54 4.64% 5.10%
Accounts receivable 223,441,476.99 3.04% 251,420,961.37 3.71% -0.67%
Inventories 21,253,356.18 0.29% 21,325,571.29 0.31% -0.02%
Investment property 32,247,721.85 0.44% 33,463,475.57 0.49% -0.05%
Long-term equity
1,574,597,485.03 21.43% 1,544,951,108.34 22.78% -1.35%
investments
Fixed assets 2,828,481,942.32 38.50% 2,701,093,453.30 39.83% -1.33%
Construction in
615,064,297.08 8.37% 609,932,608.74 8.99% -0.62%
progress
Currency funds increased mainly because the Company carried out bond financing and last year,
subsidiaries distributed bonuses to minority shareholders for the previous year, while there was no
such event this year.
Construction in progress increased mainly because input went into construction of the Machong
Port project as scheduled.
Long-term equity investments increased mainly because associated and jointly-run companies
achieved better business results.
Fixed assets increased mainly because construction in process of the Machong Port project was
shifted to fixed assets.
2. Major changes of liability items
Unit: RMB
2013 2012
Proportion in total Proportion in total Proportion change
Amount Amount
assets assets
Short-term
550,340,000 7.49% 1,180,929,700 17.41% -9.92%
borrowings
Other-current
500,000,000 6.81% - - 6.81%
liabilities
Long-term
- - 150,000,000 2.21% -2.21%
borrowings
Bonds payable 993,510,137 13.52% 496,545,753 7.32% 6.20%
The liability items changed mainly because the Company properly adjusted the structure of short
and long-term loans in RMB or other currencies to reduce liquidity risk and exchange rate risk. The
Company issued short-term financing bonds of RMB 500 million in Jun. 2013 and corporate bonds of RMB 500
million in Oct. 2013.
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2013 Annual Report
3. Assets and liabilities measured at fair value
Unit: RMB
Gain/loss Accumulated
Sold
on fair fair value Impairment Purchased
Opening amount Closing
Item value changes provided in amount in
balance in the balance
change in included in the period the period
period
the period equity
Financial assets
1. Financial assets at fair
value through profit or loss
2. Derivative financial assets
3. Available-for-sale
5,210,000 277,500 5,580,000
financial assets
Subtotal of financial assets 5,210,000 277,500 5,580,000
Investing property
Bearer biological assets
Other
Total 5,210,000 277,500 5,580,000
Financial liabilities
V. Core competitiveness analysis
Upon 30 years of development, the Company has gathered a pool of experienced professionals and
an excellent managerial team, with its business management highly recognized by shareholders and
clients. It has stable client sources, high efficient business operation and industry-leading operating
efficiency. As a mature listed port company in China, the Company owns an excellent brand and
reputation in the market.
Major changes of the Company’s core competitiveness during the reporting period: In 2013, grain
warehouses of Machong Port Phase I were completed and put into use, which greatly eased the
pressure imposed by limited warehousing resources and strengthened the overall competitiveness of
the wharf. In addition, the framework of the wharf in Machong Port Phase II was also completed
and expected to be put into use in 2014.
VI. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
No new investment in any external party during the reporting period
(2) Equity-holdings in financial enterprises
No new equity-holding in any financial enterprise during the reporting period
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2013 Annual Report
(3) Securities investments
Gain/loss
Initial Number of Number of
Variety Shareholding Shareholding Closing for
Code of Name of investment shares held shares held Accounting Source of
of percentage at percentage at book value reporting
securities securities cost at period- at period- title stock
securities period-begin period-end (RMB) period
(RMB) begin end
(RMB)
Long-term Shares held
Petro-
Stock 400032 3,500,000 780,000 0.26% 780,000 0.26% 382,200 - equity by legal
chemical A1
investment entity
Long-term Shares held
Stock 400009 Guang Jian 1 27,500 20,000 0.02% 20,000 0.02% 17,000 - equity by legal
investment entity
Shares held
by legal
Available- entity,
Ninghu for-sale which is
Stock 600377 1,120,000 1,000,000 0.02% 1,000,000 0.02% 5,580,000 -
Expressway financial allowed for
assets circulation
after share
reform
Total 4,647,500 1,800,000 -- 1,800,000 -- 5,979,200 - -- --
2. Wealth management entrustment, derivative investments and entrustment loans
The Company was not involved in any wealth management entrustment, derivative investment or
entrustment loan during the reporting period.
3. Use of raised funds
（1）Overview of the use of raised funds
Unit: RMB’000
Total raised funds 1,000,000
Raised funds input in the reporting period 1,000,000
Raised funds accumulatively input 1,000,000
Raised funds with changed use in the reporting period 0
Accumulative raised funds with changed use 0
Proportion of accumulative raised funds with changed use (%) 0%
Overview of the use of raised funds
The Company issued short-term financing bonds of RMB 500 million in Jun. 2013 and corporate bonds of RMB
500 million in Oct. 2013. And the raised funds has been used to repay bank loans and supplement the working
capital.
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2013 Annual Report
（2）Projects promised to be invested with raised funds
Unit: RMB’000
Project Date when Material
Projects invested with Investment Profit Reach
changed Raised Input in Accumulati the project change in
raised capital as Investment progress up generated the
or not capital the ve input up reaches the the
promised and after to the in the expected
(including input as reporting to the expected project
investments with over- adjustment period-end reporting profit or
partially promised year period-end usable feasibility
raised capital (%) period not
changed) condition or not
Projects invested with raised capital as promised
For repaying bank
-- 431,000 431,000 431,000 431,000 100% -- -- -- --
loans
For supplementing
-- 569,000 569,000 569,000 569,000 100% -- -- -- --
working capital
Subtotal of promised
-- 1,000,000 1,000,000 1,000,000 1,000,000 -- -- -- -- --
investment projects
Investments of over-raised capital
N/A 0 0 0 0 0% 0
Subtotal of investments
-- 0 0 0 0 -- -- 0 -- --
with over-raised capital
Total -- 1,000,000 1,000,000 1,000,000 1,000,000 -- -- 0 -- --
Reason for failing to
reach scheduled
progress or projected N/A
income (explain one
project by one project)
Explanation on
significant changes in N/A
feasibility of projects
Amount, usage and
usage progress of over- N/A
raised capital
Change of the
implementation
location of any raised N/A
funds investment
project
Adjustment of the
implementation
method of any raised N/A
funds investment
project
Advance input and
exchange of any raised
N/A
funds investment
project
Idle raised capital for
temporarily
N/A
supplementing working
capital
Outstanding raised
funds in project
N/A
implementation and
reasons
Usage and whereabouts
N/A
of unused raise capital
Problems found in the
usage and information
disclosure of raised N/A
capital and other
matters
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2013 Annual Report
4. Analysis to main subsidiaries and stock-participating companies
Unit: RMB
Company Main Registered
Company name Industry Total assets Net assets Net profit
variety products/services capital
Non- Handling and
Harbor Division independent Transportation warehousing of N/A 302,823,540.70 272,975,035.48 (18,358,350.05)
legal entity imported fertilizers
Shenzhen Chiwan Handling and storage RMB 50
Subsidiary Transportation 141,570,368.86 101,618,730.10 50,231,186.71
Terminal Co., Ltd of grains million
Loading and
Shenzhen Chiwan
unloading, RMB 45
Trans-Grains Subsidiary Transportation 115,251,794.32 68,495,347.88 27,239,907.16
warehousing and million
Terminal Limited
packaging of grains
Dongguan
Chiwan Wharf Handling and storage RMB 450
Subsidiary Transportation 996,462,091.38 515,516,692.88 49,448,589.54
Company of bulk cargos million
Limited
Shenzhen Chiwan
Tow truck service for RMB 15
Transportation Subsidiary Transportation 73,544,864.11 33,654,003.93 6,236,547.41
containers in the port million
Co., Ltd.
Shenzhen Chiwan
Shipping & RMB 24
Subsidiary Transportation Tugboat service 142,031,278.33 51,147,181.71 21,257,835.88
Transportation million
Co., Ltd.
Handling and
China Overseas
Stock- warehousing of
Harbour Affairs USD
participating Transportation petroleum, liquefied 2,168,222,302.71 1,890,318,660.46 71,238,919.38
(Laizhou) Co., 176,407,700
subsidiary products and bulk
Ltd.
cargos
Subsidiaries and stock-participating companies with an impact over 10% (inclusive) on net profit
of the Company
Unit: RMB
Main
Company Registere Operating Operating
Company name Industry products/se Total assets Net assets Net profit
variety d capital income profit
rvices
Chiwan
Container Transporta Container USD 95.3
Subsidiary 2,386,993,690.35 1,557,259,765.36 851,059,962.78 350,395,124.71 293,706,841.19
Terminal Co., tion handling million
Ltd.
Shenzhen
RMB
Chiwan Harbor Transporta Container
Subsidiary 288.2 679,827,323.81 464,640,146.45 334,079,159.87 187,084,106.21 176,470,422.46
Container Co. tion handling
million
Ltd.
Chiwan Wharf
Investment Investment HKD 1
(Hong Kong) Subsidiary 1,247,883,280.30 1,229,789,355.82 - 102,340,802.64 96,965,887.08
holding holding million
Ltd.
5. Significant projects invested with non-raised funds
Unit: RMB’000
Cumulative
Total planned Input for this Project Project
Project name actual input as at
investment period progress earnings
the period-end
Berth 4#-5#, Machong Port 624,225.2 227,598.4 611,121.7 94% --
Berth 2#-3#, Machong Port 240,652.1 21,618.7 240,652.1 100% --
Equipment for berth 2#-3#, Machong Port 37,712.0 25,397.3 25,397.3 67%
Total 902,589.3 274,614.4 877,171.1 -- --
16
2013 Annual Report
VII. Outlook of the Company’s future development
1. Development trends and competition status of the industry in which the Company is engaged
In 2014, the global economy will keep the moderate recovery trend with the overall situation
expected to be better than 2013. However, there will still be challenges such as withdrawal of
American QE, the weak European economy and re-structuring of emerging markets. It will be
difficult to see a fundamental improvement of the supply and demand imbalance in the shipping
market, and the freight rates may fluctuate more frequently. “Allied container shipping” of liner
companies will keep upgrading and the global map of liner routes may be re-drawn. New
opportunities and challenges are ahead for container wharfs.
Thanks to more and more in-transit containers, the container throughput of Shenzhen surpassed
Hong Kong and became No. 3 in the world in 2013. But in the long run, the declining foreign
demand and the ongoing industry relocation from the Pearl River Delta will lead to a limited growth
of containerizable goods in the hinterland, and the container throughput of Shenzhen wharfs will
enter a period of steady growth at a low speed.
In terms of its container business in the long run, the Company will devote itself to maintaining
stable core clients and main shipping routes through increasing the wharf operation efficiency and
carrying out a quality service strategy. Meanwhile, along with the upgrading of the berths, there will
still be some room for the throughput to grow. As for the bulk cargo business, the overall resource
capability of the Company improves significantly as the wharf of Machong Phase II is put into use.
The Company becomes a stronger competitor in the traditional cargo market and there is room for it
to expand the emerging cargo market. In the future, the bulk cargo business of the Company will
keep growing steadily.
2. Business plan for 2014
The Company will pay close attention to developments in the macro-economy and social changes,
proactively study the industry situation and market changes, and adjust operating strategies based
on its actual situation so as to maximize operating earnings.
In terms of the container business, the Company will proactively deal with more and more larger
ships and allied liner companies, as well as push forward the upgrading of berths. It will take the
initiative to seize market opportunities and expand local cargo sources and near-sea shipping routes.
And it will also continue to optimize the port environment and increase the customs clearance
efficiency.
As for the bulk cargo business, the Company will put the wharf of Machong Port Phase II into use
as scheduled, input great efforts in business expansion, and accelerate market cultivation. It will
also carry forward the relocation of the fertilizer business to Machong Port step by step as planned.
At the same time, it will try to achieve the optimal resource allocation and a coordinative
development between Chiwan Port and Machong Port.
The Company will continue to provide quality and efficient comprehensive port services for clients,
and maintain a steady growth of the overall business scale. Meanwhile, it will seek for cooperation
with other wharfs in the region to keep competition in a healthy state. It will also deepen R&D
17
2013 Annual Report
innovation and lean management; improve resource utilization efficiency and the overall
management capability; and carry on with its various tasks such as reducing costs and increasing
efficiency, saving energy and reducing emission, and building green wharfs.
3. Capital needs and expenditure plan for 2014
To implement our future development strategies and achieve business goals we have set, a capital
expenditure of RMB 334.68 million is planned for 2014, of which RMB 193.11 million will be
invested in wharf warehouses, RMB 106.32 million in equipments and ships, RMB 15.80 million in
IT and RMB 19.45 million in administration and offices. The above capital expenditures will be
mainly funded by cash inflows from operating activities of the Company and bank borrowings.
VIII. Explain any change of the accounting policies, the accounting estimates and the
accounting methods when compared to the financial report for last year
According to “Motion to change the provision method and proportion of accounts receivables”
considered and approved on the 4th Special Session of the 7th Board of Directors for 2013 on 8 Mar.
2013. The announcement on the said change of accounting estimates (announcement No.: 2013-018)
was released on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 12 Mar. 2013.
The changes in accounting estimates reduced the consolidated net profit for the year 2013 by RMB
295,850.01, of which RMB 216,791.16 attributable to shareholders of the parent company's net
profit.
IX. Profit allocation and dividend payout
1. Formulation, execution or adjustment of the Company’s profit allocation policy, especially the
cash dividend policy
Pursuant to the guiding spirit of the Notice of CSRC on Further Implementing Matters Related to
Cash Dividends of Listed Companies, the Notice of CSRC Shenzhen Bureau on Fully
Implementing the Notice of CSRC on Further Implementing Matters Related to Cash Dividends of
Listed Companies (Shen-Zheng-Ju-Gong-Si-Zi (2012) No. 43), the Company has revised some
articles in its Articles of Association in relation to the profit distribution policy, which involves the
specific policy, the decision-making procedure and mechanism, the adjustment and implementation
of the profit distribution policy, profit distributed to foreign shareholders and other aspects (for the
revised Articles of Association of the Company, see www.cninfo.com.cn). The revised Articles of
Association of the Company was reviewed and approved on the 5th Special Session of the 7th Board
of Directors for 2012 on 3 Aug. 2012, and later on the 1st Special Shareholders’ General Meeting
for 2012 on 21 Aug. 2012. During the reporting period, the Company executed the profit allocation
policy in strict compliance with the revised Articles of Association, and it did not again alter the
profit allocation policy, especially the cash dividend policy.
18
2013 Annual Report
Special statement about the cash dividend policy
In compliance with the Company’s Articles of Association and the resolution of the
Yes
general meeting
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
Independent directors fulfilled their responsibilities and played their due role. Yes
Minority shareholders have the chance to fully express their opinion and desire and their
Yes
legal rights and interests were fully protected.
In adjustment or alteration of the cash dividend policy, the conditions and procedure were
Yes
in compliance with regulations and transparent.
2. Profit allocation plans of the Company for the recent three years (including the reporting year)
(1) Profit allocation and dividend distribution plan for 2011
As audited by PricewaterhouseCoopers Zhong Tian Certified Public Accountants Co., Ltd., the net
profit of the Company (without subsidiaries) for 2011 stood at RMB 430,118,633 and the
cumulative distributable profit at RMB 668,245,566.
1) According to the Company Law and the Articles of Association of the Company, RMB
43,011,863, 10% of the audited net profit of the Company (without subsidiaries) for 2011 was taken
out as statutory surplus reserve.
2) As planned, based on the total 644,763,730 shares as at the end of 2011, a cash dividend of RMB
4.00 (tax included) was to be distributed for every 10 shares, with a total of RMB 257,905,492
being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB 367,328,211.
The Board of the Company disclosed a notice in respect of payment of dividend for the year 2011 in
Securities Times and Ta Kung Pao on 12 July 2012, and completed the dividends payment for both
A shares and B shares on 20 July and 24 July 2012 respectively.
(2) Profit allocation and dividend distribution plan for 2012
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2012 stood at RMB 189,814,396 and the cumulative
distributable profit at RMB 557,142,607.
1) According to the Company Law and the Articles of Association of the Company, RMB
18,981,440, 10% of the audited net profit of the Company (without subsidiaries) for 2012 was taken
out as statutory surplus reserve.
2) As planned, based on the total 644,763,730 shares as at the end of 2012, a cash dividend of RMB
3.63 (tax included) was to be distributed for every 10 shares, with a total of RMB 234,049,234
being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB 304,111,933.
The Board of the Company disclosed a notice in respect of payment of dividend for the year 2012 in
Securities Times and Ta Kung Pao on 9 July 2013, and completed the dividends payment for both
A shares and B shares on 17 July and 19 July 2013 respectively.
19
2013 Annual Report
(3) Profit allocation and dividend distribution pre-plan for 2013
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2013 stood at RMB 363,887,260.39 and the cumulative
distributable profit at RMB 667,999,192.32.
1) According to the Company Law and the Articles of Association of the Company, RMB
36,388,726.04, 10% of the audited net profit of the Company (without subsidiaries) for 2013 was
taken out as statutory surplus reserve.
2) As planned, based on the total 644,763,730 shares as at the end of 2013, a cash dividend of RMB
3.90 (tax included) was to be distributed for every 10 shares, with a total of RMB 251,457,854.70
being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at
RMB 380,152,611.58.
The above-mentioned allocation plan shall be submitted to the Shareholders’ General Meeting for
review and approval.
3. Cash dividend distribution of the Company over the recent three years
Unit: RMB
Ratio the amount of cash
Net profit attributable to
dividend to the net profit
Amount of cash dividend shareholders of the parent in
Year attributable to shareholders
(tax included) the consolidated statement for
of the parent in the
the year
consolidated statement
2013 251,457,854 502,894,547 50%
2012 234,049,234 467,103,270 50.11%
2011 257,905,492 505,645,137 51.01%
X. Pre-plan for profit allocation and turning capital reserve into share capital for the
reporting period
Bonus shares for every 10 shares (share) 0
Dividend for every 10 shares (RMB) (tax included) 3.90
Increased shares for every 10 shares (share) 0
Total shares as the basis for the allocation preplan (share) 644,763,730
Total cash dividends (RMB) (tax included) 251,457,854.70
Distributable profit (RMB) 667,999,192.32
Percentage of the cash dividends in the total distributed profit (%) 100%
Cash dividend policy
According to the profit allocation policy stipulated in the Company’s Articles of Association, under the premises
of meeting the conditions for distributing cash dividends and ensuring its normal operation and long-term
development, the Company shall distribute cash dividends for once every year; and the Company shall keep a
consistent and stable policy of profit allocation, with the profit distributed in cash per year not less than 10% of
the distributable profit achieved in the year in principle. For 2013, the cash dividends to be distributed planned to
account for 50% of the consolidated net profit attributable to shareholders of the Company.
20
2013 Annual Report
Details about the pre-plan for profit allocation and turning capital reserve into share capital
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the Company
(without subsidiaries) for 2013 stood at RMB 363,887,260.39 and the cumulative distributable profit at RMB
667,999,192.32.
1) According to the Company Law and the Articles of Association of the Company, RMB 36,388,726.04, 10%
of the audited net profit of the Company (without subsidiaries) for 2013 was taken out as statutory surplus
reserve.
2) As planned, based on the total 644,763,730 shares as at the end of 2013, a cash dividend of RMB 3.90 (tax
included) was to be distributed for every 10 shares, with a total of RMB 251,457,854.70 being distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) stood at RMB
380,152,611.58..
The above-mentioned allocation plan shall be submitted to the Shareholders’ General Meeting for review and
approval.
XI. Social responsibilities
Always keeping fulfillment of its social responsibilities in mind and with building “energy saving”
and “environment friendly” green wharfs as the goal, the Company has been devoting itself to
achieve healthy and harmonious development between the Company and its employees, between
the Company and society and between the Company and environment. The Company has built up a
scientific management system of safe production, strict operation rules and sound emergency plans.
Meanwhile, it also has a safety committee to perfect the examination and supervision mechanism. It
proactively promotes compliance of safety standards in its production. And Chiwan Port and
Machong Port have both reached the Safe Production Standard Level A of the Ministry of Transport.
In the meantime, it continues to push forward technical innovation and technique & work flow
improvement for energy saving and emission reduction. It encourages employees to save resources
and protect the environment. It plays an active role in activities in the industry to fulfill social and
industry responsibilities. In 2013, entrusted by the State Administration of Work Safety, it took the
lead in drafting the “Safety Instructions Concerning Working in the Explosive Dust Environment at
Wharfs and Maintenance of Handling Facilities” (AQ4231-2013). The Company protects various
legal rights and interests of its employees, cares for them and tries to promote harmonious labor
relations.
XII. Particulars about researches, visits and interviews received in this reporting period
Main discussion and
Place of Way of
Time of reception Visitor type Visitor materials provided by the
reception reception
Company
Basic information of
Jan. to the end of Telephone operations and
Individual Individual investors
Dec. 2013 communication investments of the
Shenzhen
Online Q&A Company and the
13 Sept. 2013 Individual Individual investors financial status of the
for all
Company
Rare Infrastructure Limited,
One-on-one Information provided:
7 Nov. 2013 Beijing Institution Value Partners, New Silk
meeting Brochure of the
Road Investment
Company
21
2013 Annual Report
Section V. Significant Events
I. Significant lawsuits or arbitrations
There was no significant lawsuit or arbitration during the reporting period.
II. Media’s doubts
There was no such case in the reporting period where most of the media raised the same doubt
about the Company.
Index to the disclosed
Rumor explanation Date of disclosure
announcement
On 25 Jan. 2013, an article named “Multiple
Concepts to Create a New and Better Chiwan Wharf”
was posted on the 21st Century website
(www.21cbh.com). In order to protect investors’
interests, the Company applied for trading suspension
of its A and B shares starting from 28 Jan. 2013 and See http://www.cninfo.com.cn
would resume trading after relevant checks were 28 Jan. 2013 for the relevant
finished and the relevant announcement was 30 Jan. 2013 announcements (No. 2013-
disclosed. On 29 Jan. 2013, upon checks, the 011, No. 2013-012)
Company found the “reorganization concept, Qianhai
concept and B-share to H-share concept” not in
compliance with the actual situation. On 30 Jan.
2013, it released the clarification and share trading
resumption announcement.
III. Occupation of the Company’s capital by the controlling shareholder or its related parties
for non-operating purposes
During the reporting period, the controlling shareholder or its related parties did not occupy capital
for non-operating purposes or repay such capital. Deloitte Touche Tohmatsu Certified Public
Accountants LLP issued the “Special Report on Capital Occupation by the Controlling Shareholder
and Other Related Parties of Shenzhen Chiwan Wharf Holdings Limited. For the detailed report, see
the website designated by the Company for information disclosure(www.cninfo.com.cn).
IV. Matters concerning bankruptcy and reorganization
The Company was not involved in any matter concerning bankruptcy or reorganization during the
reporting period.
V. Asset transactions
1. Acquisition of assets
No significant acquisition of assets during the reporting period
22
2013 Annual Report
2. Sale of assets
No significant sale of assets during the reporting period
3. Business combination
The “Proposal on the Company Merging Shenzhen Chiwan Terminal Co., Ltd. and Shenzhen
Chiwan Trans-Grains Terminal Limited” was reviewed and approved at the 5th Special Session of
the 7th Board of Directors for 2013 on 23 Apr. 2013 and later at the 2012 Annual Shareholders’
General Meeting on 21 May 2013, agreeing the Company to merge Shenzhen Chiwan Terminal Co.,
Ltd. and Shenzhen Chiwan Trans-Grains Terminal Limited into itself to operate the bulk cargo
handing business in Chiwan Port under unified management. After the merge, Shenzhen Chiwan
Terminal Co., Ltd. and Shenzhen Chiwan Trans-Grains Terminal Limited will be crossed off and
the Company will become the main operating unit of the bulk cargo handling business in Chiwan
Port. For the relevant resolution announcements, see the announcements (No. 2013-027 and 2013-
034) disclosed on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 24 Apr.
2013 and 22 May 2013.
In Nov. 2013, the Company received the “Reply of the Economy, Trade and Information
Commission of Shenzhen Municipality about Preliminary Approval to the Merge of Shenzhen
Chiwan Terminal Co., Ltd. into Shenzhen Chiwan Wharf Holdings Limited” (SJMXXZZ [2013]
No. 1883). And the relevant progress announcement (No. 2013-059) was disclosed on Securities
Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 22 Nov. 2013.
In Jan. 2014, the Company received the “Reply of the Economy, Trade and Information
Commission of Shenzhen Municipality about Approval to the Merger between Shenzhen Chiwan
Wharf Holdings Limited and Shenzhen Chiwan Terminal Co., Ltd.” (SJMXXZZ [2014] No. 109),
approving the combination of the two companies in the form of a merger. The Company survived
the merger; and Shenzhen Chiwan Terminal Co., Ltd. was dissolved in the merger and all its
creditor’s rights, liabilities and properties were assumed by the Company. After the merger, the total
share capital and registered capital of the Company remained the same. And the relevant
announcement (No. 2014-005) was disclosed on Securities Times, Ta Kung Pao (HK) and
www.cninfo.com.cn dated 14 Feb. 2014.
In Feb. 2014, Shenzhen Chiwan Terminal Co., Ltd. canceled its registration with the Market
Supervision Administration Bureau of Shenzhen Municipality and received the “Enterprise
Cancellation Notice” issued by the Bureau. And the relevant announcement (No. 2014-007) was
disclosed on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 28 Feb. 2014.
VI. Implementation of equity incentive and its influence
The Company did not work out any equity incentive plan during the reporting period.
23
2013 Annual Report
VII. Significant related-party transactions
1. Related-party transactions concerning routine operation
Unit: RMB
Type of Pricing Settlement
Contents of Proportion
Related the principle of method of Index to
Relati the related- Transaction Transaction in same Date of
transacti related- the related- the related- Market price the
onship party price amount kind of disclosure
on party party party party disclosed
transaction transactions
transaction transaction transaction
See
http://www
.cninfo.co
m.cn for
CND Share Land use Mutual Payment 27 Mar.
Lease 65,266,429.79 65,266,429.79 83% 65,266,429.79 the
Group holder fee negotiation by month 2013
resolution
announcem
ent (No.
2013-023)
Total -- -- 65,266,429.79 83% -- -- -- --
Details about return of large-amount sales N/A
It’s needed for daily operation of the Company. The Company
Necessity and consistency of the related-party transaction, as well as the reasons
and its controlled subsidiaries lease yards every year from CND
why the related party is chosen over other parties in the market to deal with
Group for containers and bulk cargoes.
Influence of the related-party transaction on independency of the Company
The Company’s independence on the related part and the relevant solutions (if any)
Where the Company classifies and estimates the total amount of routine related- N/A
party transactions for the reporting period, explain the actual implementation during
the reporting period (if any)
Explain why the transaction price is greatly different from the market price
2. Credits and liabilities with related parties
Unit: RMB’000
Non-operating Amount
Type of Reason for capital Opening during Closing
Related party Relation
credit/liability credit/liability occupation balance reporting balance
(Yes/No) period
A director of the
Company’s actual Credit
China
controller is also receivable
Merchants Bank deposits No 50,688.7 2,566,066.1 152,851.2
a director of from related
Bank Co., Ltd.
China Merchants party
Bank.
VIII. Particulars about significant contracts and their fulfillment
1. Trusteeship
On 17 Sept. 2012, CMHI and CND Group signed the “Agreement of China Merchants Holdings
(International) Co., Ltd. and China Nanshan Development (Group) Inc. Concerning Custody of
Shares of Shenzhen Chiwan Wharf Holdings Limited”. According to the Agreement, CND Group
would entrust CMHI as a custodian with its 370,878,000 A-shares in the Company (representing a
24
2013 Annual Report
shareholding percentage of 57.52%). The custody announcement (No. 2012-035) was released on
20 Sept. 2012 on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn. Meanwhile, CMHI
indirectly holds 55,314,200 B-shares of the Company (representing a shareholding percentage of
8.58%) via its wholly-funded subsidiary KFEL. As such, CMHI controls 66.10% equity interests of
the Company.
On 1 Nov. 2012, China Securities Regulatory Commission issued the ZJXK [2012] No. 1428
Document—“Reply on Approving CMHI to Disclose the Acquisition Report on Shenzhen Chiwan
Wharf Holdings Limited and Exempting It from the Tender Offer Duty”, exempting its tender offer
duty due to being the custodian of 370,878,000 shares of the Company, which made it the controller
of the Company’s 426,192,200 shares in all, accounting for 66.10% of the Company’s total shares.
On 27 Dec. 2012, CND Group and Malai Storage (a wholly-funded subsidiary of CMHI) signed the
“Agreement between China Nanshan Development (Group) Inc. and Shenzhen Malai Storage Co.,
Ltd. Concerning Transferring Shares of Shenzhen Chiwan Wharf Holdings Limited”. According to
the Agreement, CND Group transferred a number of 161,190,933 RMB ordinary shares of the
Company (representing a shareholding percentage of 25%) to Malai Storage. The said transaction
was approved by SASAC of the State Council and the transfer registration formalities were finished,
with the relevant announcements (No. 2013-019 and No. 2013-030) disclosed Securities Times, Ta
Kung Pao (HK) and www.cninfo.com.cn dated 12 Mar. 2013 and 27 Apr. 2013 respectively. After
the equity transfer, CMHI indirectly held 161,190,933 A-shares of the Company (a stake of 25%)
via its wholly-funded subsidiary Malai Storage, and held 55,314,208 B-shares of the Company (a
stake of 8.58%) via its wholly-funded subsidiary KFEL, representing a combined stake of 33.58%
in the Company. Meanwhile, CMHI was entrusted to manage the 209,687,067 A-shares of the
Company (a stake of 32.52%) held by CND Group, which meant that CMHI controlled a stake of
66.10% in the Company. The actual controller of the Company remained China Merchants Group.
2. Guarantees provided by the Company
Unit: RMB’000
Guarantees provided by the Company for its subsidiaries
Disclosure date Guarantee
Date of
of the public for a
occurrence Execution
Guaranteed notice in Amount of Actual amount Type of Term of related
(date of completed
party relation to the guarantee of guarantee guarantee guarantee party or
signing or not
guarantee not (Yes
agreement)
amount or No)
Dongguan
Chiwan
26 Apr. 2012 100,000 N/A N/A N/A N/A N/A N/A
Terminal Co.,
Ltd.
Shenzhen
Chiwan Harbor Joint-liability
26 Apr. 2012 100,000 18 Jun. 2013 31,448 1 year Yes No
Container Co., guarantee
Ltd.
Total amount of guarantees for Total actual amount of
subsidiaries as above approved 0 guarantees for subsidiaries in 31,448
in the reporting period the reporting period (new)
Total amount of guarantees for Total actual balance of
200,000 0
subsidiaries approved by the guarantees for subsidiaries at
25
2013 Annual Report
period-end the period-end
Total guarantee amount of the Company (combination of the two kinds of guarantees above)
Total guarantee amount as Total actual guarantee
above approved in the reporting 0 amount in the reporting 31,448
period period (new)
Total guarantee amount Total actual guarantee
200,000 0
approved by the period-end balance at the period-end
Proportion of the total actual guarantee balance in the
0
Company’s net assets
Explanation on possibility to bear joint liability due to
N/A
undue guarantees
Explanation on the external guarantees in violation of
N/A
stipulated procedures
In Oct. 2013, subsidiary Shenzhen Chiwan Harbor Container Co. Ltd. repaid the loan at full amount
guaranteed by the Company.
IX. Fulfillment of commitments
Commitments made by the Company or shareholders holding over 5% of the Company’s shares in
the reporting period, or such commitments carried down into the reporting period
Time of
Commitment Period of
Commitment Contents making Fulfillment
maker commitment
commitment
It is promised that
the horizontal
competition issue
1. Commitments made by CMHI about share
will be solved
custody;
through ways
2. Commitment made by CMHI about
such as asset In the
guaranteeing the independency of the Company; 17 Sept.
Commitment CMHI reorganization in process of
3. Commitment made by CMHI about horizontal 2012
in the the coming 3-5 execution
competition; and
acquisition years. Other three
4. Commitment made by CMHI about regulating
report or the commitments are
related-party transactions
report on valid within the
equity share entrustment
changes period.
1. Commitment made by Malai Storage about
guaranteeing the independency of the Company; Whenever Malai
In the
Malai 2. Commitment made by Malai Storage about Storage holds the
27 Dec. 2012 process of
Storage horizontal competition; and Company’s
execution
3. Commitment made by Malai Storage about shares
regulating related-party transactions
CND Group irrevocably and unconditionally
agrees that if Chiwan Wharf suffers from any
loss, expense, liability, demanded compensation
Other or law suit due to any actual or potential 20 Mar.
commitments illegality or unenforceability in any land use 2001; 18 Jun. In the
made to CND Group agreement or relevant documents signed or to be 2003; 29 Standing process of
minority signed by CND Group or other related problems, Sept. 2004 execution
shareholders CND Group promises to give full immunity to
the recipient party of the land use right and its
inheritor and the recipient person regarding the
aforesaid matters.
26
2013 Annual Report
If the Company cannot pay interest on time, pay
principals upon maturity or is involved in any
violation, it shall at least take the following
Whenever any of
measures:
26 Apr. the corporate
1. Not to distribute profit to shareholders; In the
The 2012; 18 bonds of “11
2. Suspend capital outlay projects such as process of
Company Oct. 2013 Chiwan 01” and
significant outward investments or mergers; execution
“13 Chiwan 01”
3. Reduce or stop salaries and bonuses for
exists
directors and senior management staff; and
4. Not to remove the persons held chiefly
responsible.
Executed in
Yes
time or not?
Specific
reason for
failing to
fulfill the
N/A
commitment
and plan for
the next step
(if any)
The announcement on the aforesaid commitments (No. 2014-006) was disclosed on Securities
Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 15 Feb. 2014.
X. Particulars about engagement and disengagement of CPAs firm
1. Present CPAs firm:
Name of domestic CPAs firm Deloitte Touche Tohmatsu Certified Public Accountants LLP
Remuneration for domestic CPAs firm for the
RMB 2.014 million
reporting period
Consecutive years of the audit services provided
2 years
by domestic CPAs firm
Names of the certified public accountants from
Li Weihua, Su Min
the CPAs firm
2. Not to change the CPAs firm during the reporting period.
3. CPAs firm, financial accountant or sponsor engaged for the audit of internal control:
As approved by the 1st Session of the Audit Committee under the 7th Board of Directors for 2013,
the 5th Session of the 7th Board of Directors and the Annual General Meeting for 2012, it was
agreed to renew the employment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as
the Company’s accounting firm for 2013 to audit the annual financial report and internal control.
The fee for auditing the financial report for 2013 and internal control are RMB 1,696,000 and RMB
318,000 respectively, totaling RMB 2,014,000.
During the reporting period, the Company issued “13 Chiwan 01” corporate bonds and thus hired
China Merchants Securities Co., Ltd. and Hua Ying Securities Co., Ltd. as the sponsor and the lead
underwriter respectively, for which the Company paid a total of RMB 4 million for services of
underwriting, sponsoring and management in trust.
27
2013 Annual Report
XI. Other significant events
1. Change of directors and supervisors during the reporting period
In Jan. 2013, due to post adjustment, former directors Mr. Tian Junyan, Ms. Wang Fen, Mr. Fan
Zhaoping, Mr. Yuan Yuhui and Mr. Zhang Ning resigned as director; and former supervisors Ms.
Huang Huizhen and Ms. Guo Songhua resigned as supervisor. On 7 Jan. 2013, the Company
convened the 1st Special Session of the 7th Board of Directors for 2013, at which the “Proposal on
Change of Directors” was reviewed and approved, agreeing to nominate Mr. Zhang Rizhong, Mr.
Deng Weidong, Mr. Wang Zhixian, Mr. Li Yubin and Mr. Zhang Jianguo as the director candidates
for the 7th Board of Directors to be elected on the 1st Special Shareholders’ General Meeting for
2013. On the same day, the Company convened the 1st Special Session of the 7th Supervisory
Committee for 2013, at which the “Proposal on Change of Supervisors” was reviewed and approved,
agreeing to nominate Ms. Wen Ling and Ms. Zhao Jianli as the supervisor candidates for the 7th
Supervisory Committee to be elected on the 1st Special Shareholders’ General Meeting for 2013. On
30 Jan. 2013, the Company convened the 1st Special Shareholders’ General Meeting for 2013, at
which the “Proposal on Change of Directors” and the “Proposal on Change of Supervisors” were
reviewed and approved, with Mr. Zhang Rizhong, Mr. Deng Weidong, Mr. Wang Zhixian, Mr. Li
Yubin and Mr. Zhang Jianguo being elected as directors for the 7th Board of Directors; and Ms.
Wen Ling and Ms. Zhao Jianli being elected as supervisors for the 7th Supervisory Committee. The
office term of the said directors and supervisors will expire in May 2014. The relevant
announcements (No. 2013-002 to 2013-005, No. 2013-013) were disclosed on Securities Times, Ta
Kung Pao (HK) and www.cninfo.com.cn dated 8 Jan. 2013 and 31 Jan. 2013 respectively.
2. Change in shareholdings of shareholders with a stake over 5%
On 27 Dec. 2012, the Company’s shareholder CND Group and Malai Storage signed the
“Agreement between China Nanshan Development (Group) Inc. and Shenzhen Malai Storage Co.,
Ltd. Concerning Transferring Shares of Shenzhen Chiwan Wharf Holdings Limited”, according to
which it was agreed that CND Group transferred 161,190,933 circulating A-shares of the Company
(representing a shareholding percentage of 25%) to Malai Storage at the agreed price of RMB
11.088 per share. The equity transfer announcement (No. 2012-054) was published on Securities
Times, Ta Kung Pao (HK) and www.cninfo.com.cn dated 29 Dec. 2012. The said transaction was
approved by SASAC of the State Council and the transfer registration formalities were finished,
with the relevant announcements (No. 2013-019 and No. 2013-030) disclosed Securities Times, Ta
Kung Pao (HK) and www.cninfo.com.cn dated 12 Mar. 2013 and 27 Apr. 2013 respectively.
3. In the reporting period, the Company disclosed the following significant events on Securities
Times, Ta Kung Pao (HK) and www.cninfo.com.cn:
Announcement No. Title Date
2013-001 Announcement on Resignation of Vice GM & CFO 4 Jan. 2013
2013-002 Announcement on Resignation of Director 8 Jan. 2013
2013-003 Announcement on Resignation of Supervisor 8 Jan. 2013
28
2013 Annual Report
st th
Announcement on Resolutions Made at the 1 Special Session of the 7
2013-004 8 Jan. 2013
Board of Directors for 2013
Announcement on Resolutions Made at the 1st Special Session of the 7th
2013-005 8 Jan. 2013
Supervisory Committee for 2013
2013-006 Announcement on the Volume of Business for Dec. 2012 11 Jan. 2013
Announcement on Resolutions Made at the 2nd Special Session of the 7th
2013-007 14 Jan. 2013
Board of Directors for 2013
2013-008 Notice on Convening the 1st Special Shareholders’ General Meeting for 2013 14 Jan. 2013
2013-009 Announcement on Change of the Name of the CPAs Firm 16 Jan. 2013
2013-010 Announcement on Abnormal Fluctuation in Share Trading 24 Jan. 2013
2013-011 Announcement on Share Trading Suspension 28 Jan. 2013
2013-012 Announcement on Clarification & Share Trading Resumption 30 Jan. 2013
st
Announcement on Resolutions Made at the 1 Special Shareholders’ General
2013-013 31 Jan. 2013
Meeting for 2013
Announcement on Resolutions Made at the 3rd Special Session of the 7th
2013-014 31 Jan. 2013
Board of Directors for 2013
2013-015 Announcement on the Volume of Business for Jan. 2013 7 Feb. 2013
2013-016 Announcement on the Volume of Business for Feb. 2013 8 Mar. 2013
th th
Announcement on Resolutions Made at the 4 Special Session of the 7
2013-017 12 Mar. 2013
Board of Directors for 2013
2013-018 Announcement on Change of Accounting Estimate 12 Mar. 2013
Announcement on SASAC of the State Council Replying on Matters Related
2013-019 12 Mar. 2013
to Contractual Transfer of the Company’s State-owned Shares
Announcement on Resolutions Made at the 5th Session of the 7th Board of
2013-020 27 Mar. 2013
Directors
Announcement on Resolutions Made at the 5th Session of the 7th Supervisory
2013-021 27 Mar. 2013
Committee
2013-022 Abstract of the 2012 Annual Report 27 Mar. 2013
2013-023 Announcement on Expected Routine Related-party Transactions for 2013 27 Mar. 2013
2013-024 Notice on Convening the 2012 Annual Shareholders’ General Meeting 27 Mar. 2013
2013-025 Announcement on the Volume of Business for Mar. 2013 10 Apr. 2013
Announcement of Shenzhen Chiwan Wharf Holdings Limited on Payment of
2013-026 19 Apr. 2013
Interest in 2013 for the 2011 Corporate Bonds (Phase I)
Announcement on Resolutions Made at the 5th Special Session of the 7th
2013-027 24 Apr. 2013
Board of Directors for 2013
Announcement on the Wholly-funded Subsidiary Shenzhen Chiwan Harbor
2013-028 24 Apr. 2013
Container Co., Ltd. Providing Guarantee for the Company
2013-029 Report on the First Quarter of 2013 24 Apr. 2013
2013-030 Announcement on Completion of Share Ownership Transfer by Shareholder 27 Apr. 2013
Announcement on Adding Interim Proposals for the 2012 Annual
2013-031 Shareholders’ General Meeting & Supplementary Notice on Convening the 7 May 2013
2012 Annual Shareholders’ General Meeting
2013-032 Announcement on the Volume of Business for Apr. 2013 9 May 2013
Announcement on Registration Approval of the Issue of Short-term
2013-033 10 May 2013
Financing Notes
Announcement on Resolutions Made at the 2012 Annual Shareholders’
2013-034 22 May 2013
General Meeting
2013-035 Announcement on the Corporate Bonds Follow-up Rating Result 24 May 2013
2013-036 Suggestive Announcement on Issue of the First Phase of Short-term 6 Jun. 2013
29
2013 Annual Report
Financing Notes for 2013
2013-037 Announcement on the Volume of Business for May 2013 6 Jun. 2013
Announcement on the Issue Result of the First Phase of Short-term Financing
2013-038 18 Jun. 2013
Notes for 2013
2013-039 Announcement on the Volume of Business for Jun. 2013 9 Jul. 2013
2013-040 Announcement on Implementation of Dividend Payout for 2012 9 Jul. 2013
Announcement on Progress of the Joint Investment and Incorporation of a
2013-041 29 Jul. 2013
Finance Company with Related Party
2013-042 Announcement on the Volume of Business for Jul. 2013 8 Aug. 2013
th th
Announcement on Resolutions Made at the 6 Session of the 7 Board of
2013-043 28 Aug. 2013
Directors
2013-044 Abstract of the 2013 Semi-annual Report 28 Aug. 2013
th th
Announcement on Resolutions Made at the 6 Special Session of the 7
2013-045 31 Aug. 2013
Board of Directors for 2013
2013-046 Notice on Convening the 2nd Special Shareholders’ General Meeting for 2013 31 Aug. 2013
2013-047 Announcement on the Volume of Business for Aug. 2013 7 Sept. 2013
nd
Suggestive Announcement on Convening the 2 Special Shareholders’
2013-048 11 Sept. 2013
General Meeting for 2013
2013-049 Announcement on Abnormal Fluctuation in Share Trading 11 Sept. 2013
nd
Announcement on Resolutions Made at the 2 Special Shareholders’ General
2013-050 17 Sept. 2013
Meeting for 2013
Announcement on Resolutions Made at the 7th Special Session of the 7th
2013-051 18 Sept. 2013
Board of Directors for 2013
2013-052 Announcement on the Volume of Business for Sept. 2013 11 Oct. 2013
Announcement on Offering of Corporate Bonds (Phase I) for 2013
2013-053 Abstract of the Prospectus of the Public Offering of Corporate Bonds (Phase 16 Oct. 2013
I) for 2013
2013-054 Announcement on the Coupon Rate of Corporate Bonds (Phase I) for 2013 18 Oct. 2013
2013-055 Announcement on the Offer Results of Corporate Bonds (Phase I) for 2013 25 Oct. 2013
th th
Announcement on Resolutions Made at the 8 Special Session of the 7
2013-056 25 Oct. 2013
Board of Directors for 2013
2013-057 Report on the Third Quarter of 2013 25 Oct. 2013
2013-058 Announcement on the Volume of Business for Oct. 2013 8 Nov. 2013
Announcement on the Progress of Merging Wholly-funded Subsidiaries and
2013-059 22 Nov. 2013
Notifying Creditors
2013-060 Listing Particulars of Corporate Bonds (Phase I) for 2013 25 Nov. 2013
2013-061 Notice on the Conference of Holders of “11 Chiwan 01” 2013 Phase I Bonds 3 Dec. 2013
2013-062 Notice on the Conference of Holders of “13 Chiwan 01” 2013 Phase I Bonds 3 Dec. 2013
2013-063 Announcement on the Volume of Business for Nov. 2013 11 Dec. 2013
Announcement on the Results of the Conference of Holders of “11 Chiwan
2013-064 21 Dec. 2013
01” 2013 Phase I Bonds
Announcement on the Results of the Conference of Holders of “13 Chiwan
2013-065 21 Dec. 2013
01” 2013 Phase I Bonds
Announcement on Subsequent Matters of the Conference of Holders of “11
2013-066 24 Dec. 2013
Chiwan 01” 2013 Phase I Bonds
Announcement on Subsequent Matters of the Conference of Holders of “13
2013-067 24 Dec. 2013
Chiwan 01” 2013 Phase I Bonds
30
2013 Annual Report
XII. Offering of corporate bonds
On 25 Nov. 2011, the Company was approved to publicly issue the corporate bonds with par value
not more than 1 billion in accordance with CSRC Zheng-Jian-Xu-Ke [2011] No. 1889. The
corporate bonds were offered in two stages. And the 2011 Corporate Bonds (Phase I) of RMB 500
million ended on 4 May 2012; and the remaining RMB 500 million also ended on 24 Oct. 2013,
with details as follows:
The total issuing amount of corporate bonds for the Company in 2013 (Phase I) stood at RMB 0.5
billion with an expiration period of five years (attached with the resell rights of investors,
repurchase rights of issuer and right of increasing the coupon rate at the end of the third year) and a
par value of RMB100 by way of parity issuance. The coupon rate is 5.60% and the value date is 18
Oct. 2013, as well as the interest paying date is each 18 Oct. from the year of 2014 to 2018. As
approved by the Shenzhen Stock Exchange Shen-Zheng-Shang [2012] No. 142, the corporate
bonds has been listed for trading in Shenzhen Stock Exchange since 26 Nov. 2013 with the bond
abbreviation of “13 Chiwan 01” and bond code of “101650”. (For details, please refer to the Public
Notice on the Listing Particulars of Corporate Bonds in 2013 for Shenzhen Chiwan Wharf Holdings
Limited (Phase I) , Announcement No: 2013-060).
XIII. Offering of short-term financing bonds
The “Proposal on Planning to Apply for Offering of Short-term Financing Bonds” was reviewed
and approved on the 2nd Special Shareholders’ General Meeting for 2012 on 5 Dec. 2012,
approving the Company to apply to National Association of Financial Market Institutional Investors
(“NAFMII”) for offering of short-term financing bonds not exceeding RMB 1.6 billion. On 7 May
2013, the Company received the “Registration Acceptance Notice” (ZSXZ [2013] No. CP171)
signed and issued by NAFMII on 3 May 2013. According to the Notice, NAFMII decided to accept
the registration of the Company’s short-term financing bonds, with the registered line valid within 2
years since the issue of the “Registration Acceptance Notice” by NAFMII. And the relevant
announcements (No. 2012-050 and No. 2013-033) were disclosed on Securities Times, Ta Kung
Pao (HK) and www.cninfo.com.cn dated 6 Dec. 2012 and 10 May 2013 respectively.
The 2013 Phase I Short-term Financing Bonds were offered to the public on the national financial
market of bonds on 14 Jun. 2013, with the total par value at RMB 500 million, a term of 365 days,
RMB 100/bond and the coupon rate at 4.6%. The principals and interest would be paid at full
amount upon maturity. On 17 Jun. 2013, all the funds arrived at the account. The relevant
announcement (No. 2013-038) was disclosed on Securities Times, Ta Kung Pao (HK) and
www.cninfo.com.cn dated 18 Jun. 2013.
31
2013 Annual Report
Section VI. Change in Shares & Shareholders
I. Changes in shares
Unit: share
Before the change Increase (+)/ decrease (-) After the change
Issue of Reser
Bonus
Number Percentage addition ves to Other Sub-total Number Percentage
issue
al shares stocks
1.Shares subject to trading moratorium 735,466 0.114% -347,957 -347,957 387,509 0.060%
a. State-owned shares
b. State-owned legal person shares
c. Other domestic shares 735,466 0.114% -347,957 -347,957 387,509 0.060%
Including: Shares held by domestic
legal persons
Shares held by domestic individuals 735,466 0.114% -347,957 -347,957 387,509 0.060%
d. Shares held by overseas
shareholders
Including: Shares held by overseas
legal persons
Shares held by overseas individuals
2. Shares not subject to trading
644,028,264 99.886% 347,957 347,957 644,376,221 99.940%
moratorium
a. Ordinary shares denominated in
464,789,805 72.087% 77,519 77,519 464,867,324 72.099%
RMB
b. Domestically listed foreign shares 179,238,459 27.799% 270,438 270,438 179,508,897 27.841%
c. Overseas listed foreign shares
d. Others
3.Total shares 644,763,730 100% 644,763,730 100%
Reasons for the changes in shares:
1. Changes of shares resulted from movement of directors and senior management staff: The shares
held by some directors and supervisors were unlocked half a year after their resignation.
2. Some directors and supervisors sold their unlocked shares.
Ⅱ. Issuance and listing of securities
Securities issues in the recent three years
Name of stock and
Date of Issuing price Amount of Amount approved Period for the
its derivative Public date
issuance (RMB/share) the issue for trading issue
securities
Corporate Bond
26 April 2012 100 5 million 1 Jun. 2012 5 million 3+2 years
for 2011 (Phase I)
Corporate Bond
18 Oct. 2013 100 5 million 26 Nov. 2013 5 million 3+2 years
for 2013 (Phase I)
32
2013 Annual Report
Ⅲ. Shareholders and actual controller
1. Total number of shareholders and their shareholdings
Unit: share
Total number of 37,120 shareholders, with Total number of shareholders at
35,762 shareholders, with 27,490
shareholders at the 29,087 being A-share the end of the fifth trading day
being A-share holders, and 8,272
end of the reporting holders, and 8,033 being B- before the disclosure date of the
being B-share holders
period share holders annual report
Shareholdings of top ten shareholders (all being shareholders holding shares not subject to trading moratorium)
Type
Shares not
Shares of
Percentage Increase/decrease subject to
Nature of pledged shares
Name of shareholder of in reporting trading
shareholder or frozen (A, B,
shareholding period moratorium
(share) H or
(share)
other)
CHINA NANSHAN A
32.52% -161,190,933 209,687,067 0
DEVELOPMENT (GROUP) INC. share
SHENZHEN MALAI STORAGE A
25% 161,190,933 161,190,933 0
CO., LTD. share
KEEN FIELD ENTERPRISES Foreign- B
8.58% 0 55,314,208 Unknown
LIMITED funded share
CMBLSA RE FTIF TEMPLETON Foreign- B
7.43% 0 47,914,954 Unknown
ASIAN GRW FD GTI 5496 funded share
GOVERNMENT OF SINGAPORE Foreign- B
0.66% -470,468 4,275,390 Unknown
INV. CORP.- A/C "C" funded share
Foreign- B
BAYVK A2-FONDS 0.58% 2,747,000 3,732,089 Unknown
funded share
Foreign- B
EMPLOYEES PROVIDENT FUND 0.56% 0 3,586,266 Unknown
funded share
TEMPLETON ASIAN GROWTH Foreign- B
0.41% 0 2,657,852 Unknown
FUND funded share
BBH A/C VANGUARD
Foreign- B
EMERGING MARKETS STOCK 0.4% 2,380,818 2,595,918 Unknown
funded share
INDEX FUND
CMBNA/STICHTING PENS FND Foreign- B
0.39% 778,008 2,504,856 Unknown
ABP funded share
Explanation on associated CMHI was a shareholder of CND Group., Shenzhen Malai Storage Co., Ltd. was a
relationship or/and persons acting in wholly-funded subsidiary of CMHI, and KFEL was also a wholly-funded
concert among the above-mentioned subsidiary of CMHI. Other than that, the Company does not know whether the
shareholders: other non-restricted shareholders are related parties or not.
2. Particulars about the controlling shareholder
Legal
Name of controlling representative Date of Registered
Organization code Business scope
shareholder / company establishment capital
principal
Port services,
China Merchants Registration No.: bonded logistic and
Holdings 312158; Business RMB 500 cold chain services,
Fu Yuning 28 May 1991
(International) Co., license No.: 14602056- million property
Ltd. 000-05-12-2 development and
investment
China Merchants Holdings (International) Co., Ltd. (“CMHI”) is the largest public port
Basic introduction
operator in China, as well as a leading one in the world. It has a sound port network
33
2013 Annual Report
expanding across main coastal hub ports in China. It invests or invests and manages
wharfs in Hong Kong, Shenzhen, Ningbo, Shanghai, Qingdao, Tianjin, Xiamen Bay,
Zhangjiang and other container hub ports, with its hands also successfully reaching out
for ports in South Asia, Africa, etc. Up until now, CMHI invests in over 30 ports and
more than 180 container berths and container throughput for the year exceeded 70 million
TEU., accounting for over 30% of the China Mainland market.
Shares held by the
controlling
shareholder in other CMHI, the controlling shareholder of the Company, held 24.49% shares of Shanghai
listed companies by International Port (Group) Co., Ltd., 25.54% shares of China International Marine
holding or Containers (Group) Co., Ltd. and 4.55% shares of Ningbo Port Co., Ltd..
shareholding during
the reporting period
3. Particulars about the actual controller
Legal
Name of the representat Date of
Organization Registered
actual ive / establish Business scope
code capital
controller company ment
principal
lease and agency of water/land passenger-cargo
transportation, water/land conveyance and facilities;
investment and management of port and storage
business; salvage, refloatation and tugboat;
industrial production; construction, repairing,
checking and marketing of shipping, offshore
petroleum drilling equipment; repairing and
checking of drilling platform and drilling container;
overall contracting of water/land construction
projects and the related offshore petroleum
development projects, and their construction
organization and logistic services; procurement,
China
14 Oct. RMB 11.55 supply and sale of water/land communication and
Merchants Fu Yuning 10000522-0
1986 billion transportation equipment; export and import
Group
business of transportation; investment and
management of finance, insurance, trust, securities,
futures business; investment and management of
tourism, hotels, catering services and relevant
service; real estate development, management and
consultancy of property; investment and
management of petroleum and chemical industry;
investment and operation of infrastructure of
communication; overseas assets management.
Development and management of Shenzhen Shekou
Industrial Zone and Fujian Zhangzhou Development
Zone.
Currently, China Merchants Group focuses on three core business sectors, namely,
construction, operation and services concerning transportation & related infrastructure
Basic introduction
(ports, roads, energy transportation and logistics); financial investment and management;
and property development and management.
34
2013 Annual Report
4. Relation between the Company and its actual controller in the form of diagram
State-Owned Assets Supervision
and Administration Commission
of the State Council
100%
China Merchants Group
55.10%
China Merchants Holdings (International)
Company Limited
entrusted to
manage
32.52% of the 100% 100% 37.02%
Company's
Shenzhen Malai Keen Field China Nanshan Development
shares held by
Storage Co., Ltd. Enterprises Limited (Group) Incorporation
CND
25% 8.58% 32.52%
Shenzhen Chiwan Wharf Holdings Limited
Note: For details of share entrustment and transfer, see Section V. VIII. 1 of this report.
5. Other corporate shareholders with a stake over 10%
Legal
Name of corporate representative / Date of Organization
Registered capital Business scope
shareholder company establishment code
principal
Land development, port
transportation, related
China Nanshan
manufacture,
Development Fu Yuning 28 Sept. 1982 618832976 RMB 900 million
commerce, real estate,
(Group) Inc.
tourism, bonded yards
and warehouses, etc.
Logistics information
consulting for goods,
Shenzhen Malai
Wang Zhixian 14 Sept. 2006 792553729 HKD 30 million related technical
Storage Co., Ltd.
service, warehousing
projects (in preparation)
35
2013 Annual Report
Section VII. Directors, Supervisors, Senior Management Staff and Employees
I. Changes in shareholding of directors, supervisors and senior management staff
Number of
Number of
Shares held shares
shares held
Current/ Starting and ending at the year- increased/
Name Office title Sex Age at the
former dates of office term begin decreased at
period-end
(share) the reporting
(share)
period (share)
Zheng Chairman of
Current Male 51 May 2011-May 2014 212,652 0 212,652
Shaoping the Board
Zhang
Director Current Male 45 Jan. 2013-May 2014 0 0 0
Rizhong
Deng
Director Current Male 46 Jan. 2013-May 2014 0 0 0
Weidong
Wang
Director Current Male 49 Jan. 2013-May 2014 0 0 0
Zhixian
Li Yubin Director Current Male 42 Jan. 2013-May 2014 0 0 0
Zhang
Director Current Male 49 Jan. 2013-May 2014 98,782 -24,500 74,282
Jianguo
Independent
Li Wuzhou Current Male 74 May 2011-May 2014 0 0 0
director
Hao Independent
Current Male 61 May 2011-May 2014 0 0 0
Zhujjiang director
Zhang Independent
Current Male 49 May 2011-May 2014 0 0 0
Jianjun director
Chairman of
Yu Liming the Supervisory Current Male 51 May 2011-May 2014 0 0 0
Committee
Wen Ling Supervisor Current Female 49 Jan. 2013-May 2014 0 0 0
Zhao Jianli Supervisor Current Female 50 Jan. 2013-May 2014 0 0 0
Zhao
Supervisor Current Male 48 May 2011-May 2014 64,954 0 64,954
Chaoxiong
Ni Keqin Supervisor Current Female 49 May 2011-May 2014 38,772 -9,561 29,211
Zhao
GM Current Male 51 Oct. 2012-May 2014 15,103 0 15,103
Qiang
Xiong Vice GM, chief
Current Male 50 May 2011-May 2014 83,147 0 83,147
Haiming engineering
Zhang
CFO Current Male 49 Jan. 2013-May 2014 3,267 0 3,267
Fang
Company
Bu Dan Current Female 36 Jan. 2012-May 2014 0 0 0
secretary
Tian
Director Former Male 52 May 2011-Jan. 2013 0 0 0
Junyan
36
2013 Annual Report
Wang Fen Director Former Female 59 May 2011-Jan. 2013 82,632 0 82,632
Fan
Director Former Male 59 May 2011-Jan. 2013 53,877 0 53,877
Zhaoping
Yuan
Director Former Male 63 May 2011-Jan. 2013 14,040 0 14,040
Yuhui
Executive
Zhang
director, vice Former Male 53 May 2011-Jan. 2013 146,991 -146,991 0
Ning
GM
Huang
Supervisor Former Female 57 May 2011-Jan. 2013 0 0 0
Huizhen
Guo
Supervisor Former Female 55 May 2011-Jan. 2013 0 0 0
Songhua
Pan Ke Vice GM Former Male 36 Oct. 2012-Mar. 2014 0 0 0
Total -- -- -- -- -- 814,217 -181,052 633,165
Reason for the changes in shares: Some current directors and supervisors, as well as some former
directors who had resigned for half a year, sold their unlocked shares.
II. Particulars about important personnel
1. Main working experience of current directors, supervisors and senior management staff over the
past five years:
Chairman of the Board Mr. Zheng Shaoping majored in Maritime Law and graduated from
Dalian Marine College with a Master’s Degree, received an MBA from University of Wales. He
ever took posts of Vice GM of CND, Chairman of the Board of Shenzhen Chiwan Harbour
Container Co., Ltd., Vice GM, GM and Vice Chairman of the Board of the Company. Presently, he
acts as Executive Director & Vice GM of China Merchants Holdings (International) Company
Limited, Vice Chairman of China Merchants Bonded Logistics Co., Ltd., Chairman of the Board of
Shekou Container Terminals Ltd. and Chiwan Container Terminal Co., Ltd., and GM of Shenzhen
Chiwan Harbour Container Co., Ltd. Director of the Company since May 1999. GM of the
Company from Sept. 2004 to Jan. 2011. He was elected as Vice Chairman of the Company in Apr.
2010, and has been Chairman of the Board of the Company since Jan. 2011.
Director Mr. Zhang Rizhong graduated from Central University of Finance and Economics
(China) and Westminster University (Britain) with a bachelor’s degree in Economics and a MBA,
ACCA member. He has worked in finance and accounting for over 20 years, with rich experience in
financial management. He was once a vice GM of the Financial Department of China Merchants
Group and the CFO of China Merchants Holdings (U.K.) Co., Ltd.. Joining in in 2005, he is now a
vice GM and the CFO of China Merchants Holdings (International) Company Limited. He has been
a director of the Company since Jan. 2013.
Director Mr. Deng Weidong graduated in 1994 from Nanjing University in physical geography
with a doctor’s degree and graduated in Sept. 2002 from Dalhousie University in Canada in marine
stewardship with a master’s degree. With rich experience in port operation and management, he was
37
2013 Annual Report
once an employee of the Administration Bureau of Hainan Yangpu Economic Development Zone,
the GM of the Development Department of CND Group, a vice GM of Chiwan Container Terminal
Co., Ltd., the GM of Shenzhen Mawan Port Services Co., Ltd. and the GM of Shenzhen Mawan
Terminals Co., Ltd.. Joining in in Jul. 2009, he is now a vice GM of China Merchants Holdings
(International) Company Limited. He has been a director of the Company since Jan. 2013.
Director Mr. Wang Zhixian graduated from Tianjin University and Shanghai Jiao Tong
University with a master’s degree in engineering and then graduated from the Guanghua School of
Management of Peking University with an MBA degree. He has rich experience in port
management. Joining CMHI in Jul. 1992, he was once a vice GM of the Industrial Management
Department and the GM of the Company Planning Department of CMHI, a vice GM of Shenzhen
Mawan Port Services Co., Ltd., the Chairman and CEO of China Merchants International Terminals
Co., Ltd. Daxie Ningbo Port.D and the Managing Director of China Merchants Port Service
(Shenzhen) Co., Ltd. and Shenzhen Haixing Harbor Development Co., Ltd. He is now a vice GM of
CMHI, the Chairman of China Merchants Port Service (Shenzhen) Co., Ltd. and Shenzhen Haixing
Harbor Development Co., Ltd., and the Vice Chairman of Zhangzhou China Merchants Port Co.,
Ltd. He has been a director of the Company since Jan. 2013.
Director Mr. Li Yubin graduated from Tianjin University with a bachelor’s degree in port & sea-
route engineering and a master’s degree in engineering management, and graduated in 2007 from
the University of Hong Kong with a doctor’s degree in real estate and construction. He has rich
experience in port construction & operation and logistics management. Joining in CMHI in 2007, he
was once an assistant to the GM of the R&D Department, the Overseas Operation Department and
the Planning & Business Department of CMHI and a vice GM of China Merchants Bonded
Logistics Co., Ltd.. He is now the GM of the Planning & Business Department of CMHI. And he
has been a director of the Company since Jan. 2013.
Director Mr. Zhang Jianguo graduated from Shanxi Finance & Economics Institute in accounting
with a bachelor’s degree in economics. Financial Manager of the Company since 1997, Chief
Financial Officer of the Company from Sept. 1999 to 31 Dec. 2012, and Vice GM of the Company
from Feb. 2011 to 31 Dec. 2012. He is now the CFO of CND Group. And he has been a director of
the Company since Jan. 2013.
Independent Director Mr. Li Wuzhou got Bachelor's Degree in Tianjin University. Previously,
Vice Director of Construction Department, Deputy Director of Water Transportation Department of
the Ministry of Transport, Head of the Preparation Team and President of China Water
Transportation Construction Association. Currently, Honorary President of China Water
Transportation Construction Association, and Independent Director of the Company since May
2008.
Independent Director Mr. Hao Zhujiang got Bachelor's Degree in Southwest University of
Political Science and Law. Previously, Director and Secretary of Party Committee of the Bureau of
Legislative Affairs of Shenzhen Municipality, Director of the Administrative Reconsideration
Office of Shenzhen Municipal Government, Director of the Legal Advice Office of Shenzhen
38
2013 Annual Report
Municipal Government. He retired in 2001. Currently, he is a partner and lawyer of Horizon Law
Firm, Shenzhen Office. And Independent Director of the Company since May 2008.
Independent Director Mr. Zhang Jianjun got Doctoral Degree in Shanghai University of Finance
and Economics. Previously, Deputy Dean and professor of the Accounting School of Jiangxi
University of Finance and Economics, Vice President of Pengyuan Credit Rating Co., Ltd.
(formerly, Sino-Hawk Credit Rating Co., Ltd.), Dean and professor of Business School of Shenzhen
University. Currently, he is the Director and a professor of Accounting & Finance Institute of
Shenzhen University. And Independent Director of the Company since May 2008.
Chairman of the Supervisory Committee Mr. Yu Liming got Doctoral Degree in Management
from Fudan University. He graduated from South China University of Technology in 1982 and
studied in Rotterdam, Netherlands and the IHE Institute, Delft from 1987 to 1988. He joined China
Merchants Group in 1984 and has extensive experiences in strategic management, asset acquisition
and business combination, port management and architecture. Currently, Vice President of China
Merchants Group and Executive Director of CMHI. And Supervisor of the Company since Oct.
2009.
Supervisor Ms. Wen Ling graduated from Southwestern University of Finance and Economics
with a postgraduate degree. She was once the Vice Financial Manager of China Merchants Port
Service (Shenzhen) Co., Ltd., the Financial Manager of Shenzhen Mawan Port Services Co., Ltd.
and the Vice Financial Manager of CMHI. Joining CMHI in 2004, she is now a senior vice GM of
the Financial Department of CMHI. And she has been a supervisor of the Company since Jan. 2013.
Supervisor Ms. Zhao Jianli has a bachelor’s degree in transportation management engineering and
a master’s degree in financial management of Xi’an Highway Institute. Joining CMHI in Sept. 2003,
she is now the internal control and audit GM of CMHI. She was once the internal control and audit
manager, an assistant to the GM and a vice GM of CMHI. And she has been a supervisor of the
Company since Jan. 2013.
Supervisor Mr. Zhao Chaoxiong is a university graduate, Vice Manager and Manager of the
Business Department of the Company since Dec. 1999. Currently, Vice GM of the Harbour
Division of the Company. And Supervisor of the Company since Aug. 2009.
Supervisor Ms. Ni Keqin, joined Chiwan Container Terminal Co., Ltd. (“CCT”) in May 1993 and
took the positions of Manager Assistant, Vice Manager as well as Manager of the Operation
Department and GM Assistant of CCT successively. Currently, Vice GM of CCT. And Supervisor
of the Company since May 2008.
General Manager Mr. Zhao Qiang got a Bachelor’s Degree of Land and Chemistry from Jilin
Agricultural University. Previously, he took posts of GM of Harbour Division of the Company,
Vice GM of Chiwan Shipping (H.K.) Company Limited and GM Assistant of the Company.
Presently, he is GM of Harbour Division of the Company and Vice GM of Chiwan Shipping (H.K.)
Company Limited. He was Vice GM of the Company from Feb. 2011 to Oct. 2012. And he has
been the GM of the Company since Oct. 2012.
39
2013 Annual Report
Vice GM and Chief Engineer Mr. Xiong Haiming graduated from South China University of
Technology with a Bachelors’ Degree of Naval Architecture Engineering. Previously, he took posts
of Vice GM, GM of Engineering Technology Division and GM Assistant of Chiwan Container
Terminal Co., Ltd. Presently, he is Chief Engineer of the Company. He has been Vice GM of the
Company since Feb. 2012.
CFO Mr. Zhang Fang graduated from Xi’an Highway Institute with a bachelor’s degree in finance
and accounting of transportation. Joining the Company in Mar. 1996, he was once the Financial
Manager of Shenzhen Chiwan Transportation Co., Ltd., Shenzhen Chiwan Harbor Container Co., Ltd. and
Chiwan Container Terminal Co., Ltd.. He has been the CFO of the Company since Jan. 2013.
Company Secretary Ms. Bu Dan got a Bachelor Degree of Accounting and a Master Degree of
Enterprise Management from Liaoning Technical University. She was Securities Affairs
Representative of the Company from Sept. 2003 to Aug. 2008, and GM of Enterprise Risk
Management of Deloitte Touche Tohmatsu CPA from Sept. 2008 to Oct. 2011. She has been
Company Secretary of the Company since Jan. 2012.
2. Taking positions in shareholder units
Remuneration or
Position in shareholder Starting and ending
Name Shareholder unit allowance from
unit dates of office term
shareholder unit (Yes/No)
Zheng Executive director Feb. 2012-now
CMHI Yes
Shaoping Vice GM Jan. 2013-now
Vice GM Mar. 2012-now
Zhang CMHI Yes
CFO Feb. 2009-now
Rizhong
Malai Storage Director Oct. 2012-now No
Deng
CMHI Vice GM Dec. 2011-now Yes
Weidong
Wang CMHI Vice GM Jul. 2012-now Yes
Zhixian Malai Storage Board Chairman Oct. 2012-now No
GM of Commercial and
Li Yubin CMHI May 2012-now Yes
Strategic Planning Dept.
Zhang
CND Group CFO Jan. 2013-now Yes
Jianguo
Yu Liming CMHI Executive director Dec. 1998-now No
CMHI Senior vice financial GM Sept. 2010-now Yes
Wen Ling
Malai Storage CFO Dec. 2012-now No
Internal control and audit
CMHI Jun. 2010-now Yes
Zhao Jianli GM
Malai Storage Supervisor Mar. 2013-now No
40
2013 Annual Report
3. Taking positions in other units
Remuneration or
Position in Starting and ending allowance from
Name Other unit
other unit dates of office term other unit
(Yes/No)
Chiwan Container Terminal Co., Ltd. Chairman Mar. 2011-now No
Shenzhen Mawan Terminals Co., Ltd. Chairman Aug. 2011-now No
Zheng Shenzhen Mawan Port Services Co., Ltd. Chairman Aug. 2011-now No
Shaoping Shenzhen Mawan Wharf Co., Ltd. Chairman Aug. 2011-now No
Shekou Container Terminals Ltd. Chairman Apr. 2011-now No
China Merchants Bonded Logistics Co., Ltd. Vice Chairman Apr. 2010-now No
Shenzhen Haixing Harbor Development Co.,
Vice Chairman Jun. 2009-now No
Ltd.
Zhang China Merchants Port Service (Shenzhen)
Vice Chairman Apr. 2010-now No
Rizhong Co., Ltd.
Shekou Container Terminals Ltd. Director May 2009-now No
Shanghai International Port (Group) Co., Ltd. Supervisor Apr. 2011-Apr. 2014 No
Chiwan Container Terminal Co., Ltd. Vice Chairman Sept. 2012-now No
Deng
China Merchants Bonded Logistics Co., Ltd. Director Dec. 2011-now No
Weidong
Shekou Container Terminals Ltd. Director Jul. 2010-now No
Shenzhen Haiqin Engineering Management
Chairman Aug. 2012-now No
Co., Ltd.
China Merchants Port Service (Shenzhen)
Chairman Sept. 2012-now No
Co., Ltd.
Wang Shenzhen Haixing Harbor Development Co.,
Zhixian Ltd. Chairman Aug. 2012-now No
Zhangzhou China Merchants Port Co., Ltd. Vice Chairman May 2013-now No
Ningbo Daxie China Merchants International
Director Jul. 2012-now No
Terminals Co., Ltd.
Shekou Container Terminals Ltd. Director Aug. 2012-now No
Shenzhen Mawan Wharf Co., Ltd. Director Sept. 2012-now No
Li Yubin
China Merchants Holdings (International)
Director Apr. 2012-now No
Information Technology Co., Ltd.
China Development Finance Co., Ltd. Director Jul. 2013-now No
Zhang Convener of
Jianguo Shenzhen Chiwan Petroleum Supply Base
the Supervisory May 2013-now No
Co., Ltd.
Committee
China Merchants Holdings (Hong Kong) Ltd. Director Apr. 2000-now No
China Merchants Loscam International
Director Jun. 2010-now No
Yu Holdings Co., Ltd.
Liming Modern Terminals Limited Director Apr. 2007-now No
China Merchants Finance Holdings Co., Ltd. Director Feb. 2011-now No
China Merchants Capital Co., Ltd. Director Jan. 2012-now No
Wen
Ling Zhanjiang Port (Group) Co., Ltd. Vice Chairman Nov. 2011-now No
of the
41Supervisory
2013 Annual Report
Committee
Shenzhen Haiqin Engineering Management
Supervisor Sept. 2012-now No
Co., Ltd.
China Merchants Port Service (Shenzhen)
Supervisor Mar. 2008-now No
Co., Ltd.
China Merchants Port Service (Shenzhen)
Director Apr. 2010-now No
Co., Ltd.
Shekou Container Terminals Ltd. Director Sept. 2013-now No
Zhao
Jianli Shenzhen Mawan Terminals Co., Ltd. Director Apr. 2013-now No
Shenzhen Mawan Port Services Co., Ltd. Director Apr. 2013-now No
Shenzhen Mawan Wharf Co., Ltd. Director Apr. 2013-now No
III. Remuneration for directors, supervisors and senior management
1. Decision-making procedure, determining basis and actual payment for the remuneration of
directors, supervisors and senior management
(1) Decision-making procedure for the remuneration of directors, supervisors and senior
management:
Remunerations for the Company’s directors, supervisors and senior management shall be nominated
by the Board of Directors and determined upon review of the Remuneration and Appraisal
Committee. Allowance for Independent Directors is RMB 100,000/year (tax included), which has
been approved at the 2010 Annual General Meeting with effect from 1 Jun. 2011.
(2) Determining basis for the remuneration of directors, supervisors and senior management
The modes and amounts of the remuneration for directors, supervisors and senior management are
determined according to the market levels with the post value, responsibilities, etc. taken into
account.
(3) Actual payment for the remuneration of directors, supervisors and senior management:
Salaries and independent director allowances were paid to directors, supervisors and senior
executives on a monthly basis. And the other bonuses were paid all at one time according to the
performance of each of them.
2. Remuneration of the directors, supervisors and senior management of the Company during the
reporting period
Unit: RMB’000
Total before-tax Total before-tax
Name Position Current/former remuneration gained remuneration gained from
from the Company shareholder’s unit
Chairman of the
Zheng Shaoping Current - 1,490
Board
Zhang Rizhong Director Current - 1,550
Deng Weidong Director Current - 1,280
Wang Zhixian Director Current - 1,210
42
2013 Annual Report
Li Yubin Director Current - 1,050
Zhang Jianguo Director Current 610 540
Li Wuzhou Independent director Current 100 -
Hao Zhujiang Independent director Current 100 -
Zhang Jianjun Independent director Current 100 -
Wen Ling Supervisor Current - 750
Zhao Jianli Supervisor Current - 820
Zhao Chaoxiong Supervisor Current 940 -
Ni Keqin Supervisor Current 940 -
Zhao Qiang GM Current 1,390 -
Vice GM, Chief
Xiong Haiming Current 1,130 -
Engineer
Zhang Fang CFO Current 610 -
Bu Dan Company Secretary Current 750 -
Tian Junyan Director Former - 1,490
Wang Fen Director Former - 1,380
Fan Zhaoping Director Former - 1,280
Yuan Yuhui Director Former - 880
Director, Standing
Zhang Ning Former 290 980
Vice GM
Guo Songhua Supervisor Former - 720
Pan Ke Vice GM Former 1,110 -
※ As at the end of the reporting period, the actual before-tax remunerations paid to all the directors,
supervisors and senior executives of the Company stood at RMB 23.49 million. The pre-tax
emoluments paid by the Company to Director Zhang Jianguo and Mr. Zhang Ning were due to
their services as CFO and director in 2012 respectively.
The Company did not formulate any equity incentive plan during the reporting period.
IV. Directors, supervisors and senior management staff leaving office
Name Position Type Date Reason
Tian Junyan Director Resign 30 Jan. 2013 Change of job
Wang Fen Director Resign 30 Jan. 2013 Change of job
Fan Zhaoping Director Resign 30 Jan. 2013 Change of job
Yuan Yuhui Director Resign 30 Jan. 2013 Change of job
Zhang Ning Director Resign 30 Jan. 2013 Change of job
Huang Huizhen Supervisor Resign 7 Jan. 2013 Change of job
Guo Songhua Supervisor Resign 7 Jan. 2013 Change of job
Pan Ke Vice GM Resign 7 Mar. 2014 Change of job
43
2013 Annual Report
V. Particulars about work force
As at 31 December 2013, the Company had 1,781 employees, with 820 being university graduates
or above, 67 financial personnel, 65 sales persons, 263 technicians, 67 administrative personnel, and
the others being staff for production. The Company did not need to pay remuneration or any fees for
retired staff.
44
2013 Annual Report
Section VIII. Corporate Governance
I. Basic details of corporate governance
(I) 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. Details about corporate governance
within the reporting period are set out as below:
1. According to the requirement of National Association of Financial Market Institutional Investors,
there should be an information disclosure mechanism for the inter-bank market debt financing
instrument when issuing bonds in the inter-bank market. Considering its need to issue short-term
financing bonds in the inter-bank market, the Company formulated the “Information Disclosure
Management Rules for the Inter-bank Debt Financing Instrument of Shenzhen Chiwan Wharf
Holdings Limited” according to relevant laws, regulations, the Company’s Management Rules for
Information Disclosure, Articles of Association, etc., which was reviewed and approved at the 4th
Special Session for 2013 of the 7th Board of Directors on 8 Mar. 2013.
2. In order to adapt to the changes in the external operating environment and satisfy needs arising
from the internal control rectification, the Company revised the “Management Rules for Investment
in External Parties” according to its actual operation needs, which was reviewed and approved on
the 8th Special Session of the 7th Board of Directors for 2013 on 23 Oct. 2013.
3. Shareholders and shareholders’ general meeting: the Company ensures that all the shareholders,
especially minority shareholders, are equal and could enjoy their full rights. The Company called
and held shareholders’ general meeting strictly in compliance with the Rules for Shareholders’
General Meeting.
4. Relationship between the controlling shareholder and the Company: controlling shareholder of
the Company acted in line with rules during the reporting period, did not intervened the decisions,
productions or operations of the Company directly or indirectly in exceeding the authority of the
shareholders’ general meeting, and did not appropriate any funds of the Company.
5. Directors and the Board of Directors: the Company elected directors in strict accordance with the
Articles of Association. Number and composition of members of the Board were in compliance
with relevant laws and regulations; all Directors attend Board meetings and shareholders’ general
meeting in a serious and responsible manner and participated enthusiastically relevant training so as
to know better about laws and regulations as well as the rights, obligations and liabilities of
Directors. The Company set up the Audit Committee as approved by the First Special Shareholders’
Meeting for Y2004 and the Nomination, Remuneration and Evaluation Committee and Strategy
Committee of the Board as approved by the Annual General Meeting for Y2005, with a view to
ensuring the efficient operation and scientific decision-making of the Board of Directors.
45
2013 Annual Report
6. Supervisors and the Supervisory Committee: number and composition of the members of the
Supervisory Committee were in compliance with the requirements of laws and regulations. The
supervisors diligently and seriously performed their duties and obligations, took responsible
attitudes to all shareholders and supervised the financial affair as well as the performance by the
Company’s Directors, managers and other senior executives of their duties in compliance with the
laws and regulations.
7. Stakeholders: the Company fully respected and safeguarded the legal rights and interests of the
banks and other creditors, staff, consumers and other stakeholders so as to develop the Company in
a consistent and healthy way.
8. Information disclosure and transparency: the Company authorized the Company Secretary to take
charge of information disclosure, and the Chairman as well as related Directors to meet with
shareholders. The Company disclosed relevant information in a true, accurate, complete and timely
way in strict accordance with the requirements of laws, regulations and the Articles of Association,
formulated the Management Rules on Information Disclosure, the Management System on Inside
Information and Insiders and the Rules on the Management of Investors Relations, and designated
Securities Times, Ta Kung Pao and http://www.cninfo.com.cn as its newspaper and website for
information disclosure, so as to ensure all shareholders have equal opportunity to obtain the
information.
9. Corporate governance mechanisms and rules that the Company already established:
Articles of Association of the Company, Rules of Procedure for General Meetings, Working
Articles of Audit Committee of the Board of Directors, Working Rules of Annual Report for Audit
Committee of the Board of Directors, Working Articles for Nomination, Remuneration and
Evaluation Committee of the Board of Directors; Working Articles of Strategy Committee of the
Board of Directors, Working System for Independent Directors, Working Rules of Annual Report
for Independent Directors, Rules of Procedure for Supervisory Committee, Working Articles of
General Manager, Management System for Company Shares held by Directors, Supervisors and
Senior Executives and Its Changes, Management System of Foreign Investment, Decision-making
Mechanism of Related Transactions, Management System of Fund-raising, Management Rules on
Information Disclosure, Rules of Accountability for Significant Mistakes in Annual Report
Information Disclosure, Management System on Inside Information and Insiders, Internal Audit
System, Management System of Investors’ Relations, Specific System for Engaging Accountants,
Management Method of Financial Tools, Management System on Person in Charge of Finance and
CFO, Information Disclosure Management Rules for the Inter-bank Debt Financing Instrument, etc.
Details for the above systems please refer to website of the Company http://www.szcwh.com. There
isn’t difference between the actual circumstances of the Company and all established systems.
Since the foundation, the Company was consistently in strict accordance with Company Law and
relevant laws and regulations to make a standard operation, continued business-running in line with
relevant requirements of Corporate Governance Principle for Listed Companies and earnestly made
effort to protect profit and interests of shareholders and stakeholders.
10. Non-compliance of corporate governance standards by the Company
46
2013 Annual Report
On 23 Apr. 2013, the “Proposal on Providing Undisclosed Information for the Majority
Shareholder” was reviewed and approved at the 5th Special Session of the 7th Board of Directors for
2013. And the Company has kept a file of information insiders for management in strict accordance
with the “Rules for Management of Insider Information and Information Insiders”. The aforesaid
matter does not affect the independence of the Company and the Company will properly provide
relevant information according to the regulators’ requirements.
(II) Special campaigns for corporate governance & formulation and implementation of the
registration management rules for information insiders
1. Work conference on insider trading prevention and control
On 19 Mar. 2013, the Company Secretary attended the “Work Conference on Insider Trading
Prevention and Control in Listed Companies of Shenzhen” convened by CSRC Shenzhen. After the
conference, the Company handed out relevant materials to its directors, supervisors, senior
management staff and other staff that may be exposed to insider information and carried out a
special training on insider trading prevention and control. With help from the relevant materials and
training, the relevant staff became aware of the danger of insider trading. The awareness of insider
trading prevention and control was enhanced among the staff. The Company will pay more
attention to management and secrecy of insider information and keep a file of information insiders
for management in strict accordance with the “Rules for Management of Insider Information and
Information Insiders”.
2. Establishment and Execution of the Management Rules on Insider Information and Insiders
The Company established the Management Rules on Inside Information and Insiders in accordance
with the Articles of Association of the Company and other laws and regulations, which was
reviewed and approved at the Seventh Special Session of the Sixth Board of Directors for 2009 held
on 29 Oct. 2009. In compliance with the document requirement of Regulation on Establishing
Management Rules of Insiders Registration in Listed Company from CSRC, Notice on
Establishing Management Rules of Insiders Registration from Shenzhen Securities Regulatory
Bureau and Memorandum of Information Disclosure No. 34— Management Issues on Insiders
Registration from Shenzhen Stock Exchange, the Company revised the Management Rules on
Inside Information and Insiders by connecting with the practice, which was reviewed and approved
at the First Special Session of the Seventh Board of Directors for 2012 on 27 Feb. 2012. The rules
set forth specific provisions regarding the management on information submitted to external entities.
No information insiders have been found trading the Company’s shares by taking advantage of
insider information.
47
2013 Annual Report
II. Particulars about the annual shareholders’ general meeting and special shareholders’
general meetings held during the reporting period
1. Particulars about annual shareholders’ general meeting held during the reporting period
Convening Disclosure Index to the
Session Name of proposal Resolution
date date disclosed
1. 2012 Annual Work Report of the
Board of Directors;
2. 2012 Annual Work Report of the
Supervisory Committee;
For the
3. 2012 Annual Final Financial Report;
resolution
4. 2012 Annual Preplan for Profit
2012 Annual Reviewed announcement
21 May Allocation and Dividend
Shareholders’ and 22 May 2013 (No. 2013-
2013 Distribution;
General Meeting approved 034), see
5. Proposal on Reengaging the CPAs
http://www.cni
Firm for 2013;
nfo.com.cn
6. Proposal on Absorbing Shenzhen
Chiwan Terminal Co., Ltd. and
Shenzhen Chiwan Trans-Grains
Terminal Limited
2. Particulars about special shareholders’ general meetings held during the reporting period
Convening Disclosure Index to the
Session Name of proposal Resolution
date date disclosed
For the resolution
The First Special
1. Proposal on Change of Directors; Reviewed announcement (No.
Shareholders’ 30 Jan.
2. Proposal on Change of and 31 Jan. 2013 2013-013), see
General Meeting 2013
Supervisors approved http://www.cninfo.
for 2013
com.cn
The Second For the resolution
Proposal on Extending the Valid
Special Reviewed announcement (No.
16 Sept. Term of the Corporate Bond 17 Sept.
Shareholders’ and 2013-050), see
2013 Offering Resolution of Shenzhen 2013
General Meeting approved http://www.cninfo.
Chiwan Wharf Holdings Limited
for 2013 com.cn
III. Performance of the Independent Directors
1. Particulars about the independent directors attending the board sessions and the shareholders’
general meetings
Particulars about the independent directors attending the board sessions
Sessions required to Attendance by way Number of Non-attendance in
Attendance Attendance
Name attend during the of times of person for two
in person by proxy
reporting period telecommunication absence consecutive times
Li Wuzhou 10 3 7 0 0 No
Hao Zhujiang 10 2 7 1 0 No
Zhang Jianjun 10 3 7 1 0 No
General meetings sat in on by independent directors 3
48
2013 Annual Report
2. Particulars about independent directors proposing objection on relevant events
During the reporting period, no independent directors proposed any objection on relevant events of
the Company.
3. Other explanations about the duty performance of independent directors
During the reporting period, all independent directors of the Company honestly performed their
duties and brought their roles as independent directors into full play by participating in discussions
on reports reviewed at board sessions and other issues of the Company, and proposed constructive
suggestions which had been adopted by the Company. They carefully reviewed and issued
independent opinions in written form on significant events such as material related-party
transactions in accordance with relevant requirements. In accordance with the requirements of
CSRC and Shenzhen Stock Exchange, the “Working Rules for Independent Directors” and the
“Working Rules for Independent Directors Concerning Annual Reports, they performed their
obligations with due diligence and fully oversaw the preparation and disclosure of the Annual
Report of the Company for 2012. Independent directors of the Company proactively performed
their duties, monitored the Company’s business and operation, actively protected the interests of
minority shareholders, and thus played significant roles in the scientific decision-making by the
Board of Directors. For details of performance by independent directors of their duties, please refer
to the work report of independent directors for 2013 as disclosed at http://www.cninfo.com.cn.
IV. Performance of the Special Committees under the Board during the reporting period
(I) Establishment, improvement and principal contents of the working rules for the Audit
Committee and performance of the Audit Committee
In accordance with the Company Law of the PRC, the Corporate Governance Principle for Listed
Companies, the Articles of Association and other relevant requirements, the Company established
the Audit Committee under its Board of Directors and formulated the Working Rules for the Audit
Committee of the Board (“Working Rules”) and the Working Practices for the Audit Committee of
the Board on Annual Report (“Working Practices”). The Working Rules and the Working Practices
set forth specific provisions regarding the composition, responsibility and authority, decision-
making process and rules of the Audit Committee and the works that need to be done in preparing
and auditing annual reports, which improved the Company’s corporate governance structure and
mechanism, reinforced the construction of internal control of the Company, and brought into full
play the critical role of the Audit Committee of the Board in preventing risks.
1. The Audit Committee of the Company held a total of three meetings during the year, with details
as follows:
(1) On 25 Mar. 2013, the First Session of the Audit Committee of the Seventh Board of Directors
for 2013 was held at 9:00 a.m. at Conference Room I, 8/F., Chiwan Petroleum Building, Shenzhen,
at which the following proposals were reviewed and approved unanimously:
49
2013 Annual Report
● “Internal Auditing Report of the Company for 2012” was reviewed and approved;
● “Internal Auditing Plan of the Company for 2013” was reviewed and approved;
● “Working Report of the Audit Committee of the Board in 2012” was reviewed and approved;
● “The Financial Statements of 2012” was reviewed and approved and was submitted to the Board
of Directors of the Company for approval;
● “Working Report of the Accounting Firm in 2012” was reviewed and approved and was
submitted to the Board of Directors of the Company for approval;
● “Report on the Change of the Accounting Firm for 2013” was reviewed and approved. The Audit
Committee proposed to change the CPAs firm of the Company to Deloitte Touche Tohmatsu
Certified Public Accountants LLP to shoulder the audit of the annual financial statements and the
internal audit for 2013. This proposal was submitted to the Board of Directors of the Company for
approval.
(2) On 26 Aug. 2013, the Second Session of the Audit Committee of the Seventh Board of Directors
for 2013 was held at 1:00 p.m. at the Conference Room on 11/F., Chiwan Haiyun Building,
Shenzhen, at which the following proposals were reviewed and approved unanimously:
● “The Semi-Annual Financial Report for 2013 of the Company” was reviewed and approved and
was submitted to the Board of Directors of the Company for approval;
● “The Semi-Annual Internal Auditing Report of the Company for 2013” was reviewed and
approved.
(3) On 23 Dec. 2013, the First Special Session of the Audit Committee of the Seventh Board of
Directors for 2013 was held at 9:00 a.m. at Conference Room I, 8/F., Chiwan Petroleum Building,
Shenzhen, at which the Report on the Company’s Auditing Work of Finance and Internal Control
by Deloitte Touche Tohmatsu Certified Public Accountants LLP for 2013 was debriefed.
2. In accordance with relevant requirements of CSRC and Shenzhen Stock Exchange, the specific
working rules and procedure for the Audit Committee, during the reporting period, the Audit
Committee of the Board of the Company oversaw the auditing of the Annual Report of the
Company for 2012 with due diligence, details of which are as follows:
(1) Before the auditors started their work, the Audit Committee discussed with the principal auditor
of the accounting firm and determined, inter alia, the timing schedule for the auditing work of the
financial statements for the year.
(2) The Audit Committee expressed its audit opinions two times on the annual financial statements
of the Company for 2012.
During the reporting period, the Audit Committee expressed its audit opinions two times on the
annual financial statements of the Company for 2012 in accordance with relevant requirements
from CSRC.
The Audit Committee reviewed the Financial Statements prepared by the Company and issued the
following opinions before the Auditors started their work: the Company was in full compliance
with relevant laws, regulations and the Articles of Association of the Company, the units and items
of the Company's financial statements to be consolidated were complete, and the consolidation
basis thereof was accurate and the information included in the Financial Statements submitted by
the Company was objective, comprehensive and true. The Company's accounting policies were
properly adopted and the accounting estimates made were reasonable. No significant mistake or
omission has been identified so far. Due to the time-lag between this review of Financial Statements
50
2013 Annual Report
and the dates of the Auditors' Report, we suggest the Finance Department focus on and deal with
subsequent events properly in accordance with the New Enterprises Accounting Standards to ensure
the fairness, truthfulness and completeness of the Financial Statements.
After the Auditors issued their preliminary audit opinions, the Audit Committee reviewed the
Financial Statements again and issued the following opinions: the Company prepared the Financial
Statement in full compliance with the New Enterprise Accounting Standards and relevant
provisions of the financial control system of the Company, the procedures for the preparation of the
Financial Statements were reasonable and proper, which gave a true and fair view of the Company's
assets, liabilities, equity interests and operation results as at 31 December 2012. Information
included in the Financial Statements was objective and complete. Financial Statements for 2012
which was preliminarily audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP
may be submitted for review at the 5th Session of the Seventh Board of Directors.
(3) Supervision over the Auditing Work of the Accounting firm
The Audit Committee issued letters to Deloitte Touche Tohmatsu Certified Public Accountants LLP
on 22 Jan. and 18 Feb. 2013 respectively to urge them to produce their audit report in a timely
manner, so as to ensure the annual audit and information disclosure proceed as scheduled.
(4) Opinions on the Auditing Work Performed by the Accountants for the previous year
During the auditing period, the Audit Committee of the Board focused on the problems discovered
in process of audit, urged auditors to finish the preparation of their report within a prescribed period
of time and ensured the truthfulness, accuracy and completeness of the annual report. The Certified
Public Accountants issued a standard unqualified audit report on 25 Mar. 2013. The Audit
Committee considered that the Certified Public Accountants conducted their audit in accordance
with China’s Independent Auditing Standards, the audit time was sufficient, the deployment of the
auditors was appropriate and their practicing capability was excellent, and that the audit report
issued sufficiently reflected the Company's financial condition as at 31 Dec. 2012 and its operation
results and cash flows for the year 2012 and the audit conclusion made was in line with the actual
situation of the Company.
3. During the reporting period, the Audit Committee placed great emphasis on the establishment of
the internal control and supervision department of the Company and its personnel deployment. The
Audit Department was required to submit its working report for the previous year and working plan
for the current year to the Audit Committee and report the establishment and implementation of the
internal control system, which enabled the Audit Committee to understand the implementation and
effect of the internal control system. In addition, the Audit Committee advised on the improvement
for the work of the Audit Department and the Company relating to internal control for the next year.
(II) Performance of the Nomination, Remuneration and Evaluation Committee
During the reporting period, the Nomination, Remuneration and Evaluation Committee under the
Board of Directors held a total of two meetings, details of which are as follows:
1. On 4 Jan. 2013, the First Special Session of the Nomination, Remuneration and Evaluation
Committee of the Seventh Board of Directors for 2013 was held by way of telecommunication
voting, at which the “Proposal on Examining Director Candidates” and the “Proposal on
Engagement of CFO” were reviewed and approved unanimously and submitted to the Board of
Directors of the Company for approval.
2. On 25 Mar. 2013, the Second Session of the Nomination, Remuneration and Evaluation
Committee of the Seventh Board of Directors for 2013 was held at 10 a.m. at Conference Room I,
51
2013 Annual Report
8/F, Chiwan Petroleum Building, Shenzhen, at which the “Working Report of the Nomination,
Remuneration and Evaluation Committee of the Board for 2012” and the “Report on the
Remuneration of the Directors, Supervisors and Senior Management Staff for 2012” were reviewed
and approved.
(III) Performance of the Strategy Committee
On 25 Mar. 2013, the First Session of the Strategy Committee of the Seventh Board of Directors for
2013 was held at 10:30 a.m. at Conference Room I, 8/F, Chiwan Petroleum Building, Shenzhen, at
which the “Working Report of the Strategy Committee of the Board for 2012” and the “Business
Development Plan for 2013 to 2017” were reviewed and approved unanimously.
During the reporting period, members of the Strategy Committee conducted research and advised
on the investment plans and assets operation projects related to the medium to long term
development strategy of the Company.
V. Performance of the Supervisory Committee
The Supervisory Committee has no objection on the supervised events during the reporting period.
VI. Particulars about the Company’s separation from the controlling shareholder in respect
of business, personnel, assets, organization and financial affairs
The Company is absolutely independent in business, personnel, assets, finance and organization
from its controlling shareholder. Details are set out as follows.
Separation in business: The Company has its own assets, personnel, qualifications and ability to
carry out operating activities and is able to operate independently in the market. Separation in
personnel: The Company has basically separated its staff from its controlling shareholder. No senior
management staff of the Company holds positions at controlling shareholder of the Company.
Separation in assets: The Company possesses its own self-governed assets and domicile. Separation
in organization: The Company has established and improved the corporate governance structure
according to law and has an independent and complete organizational structure. Separation in
finance: The Company has set up its own financial department as well as normative accounting
system and the financial management system on its subsidiaries. The Company has its own bank
accounts and does not share the same bank account with its controlling shareholder. The Company
has been paying tax in accordance with the laws and regulations on its own behalf.
VII. Horizontal competition
On 17 Sept. 2012, China Merchants Holdings (International) and CND Group signed the
“Agreement of China Merchants Holdings (International) Co., Ltd. and China Nanshan
Development (Group) Inc. Concerning Custody of Shares of Shenzhen Chiwan Wharf Holdings
Limited”. According to the Agreement, CND Group would entrust Merchants Holdings
(International) as a custodian with its A-shares in the Company (representing a stake of 57.52%).
China Merchants Holdings (International) Company Limited (“CMHI”) went public in the Stock
Exchange of Hong Kong in Jul. 1992. It is mainly engaged in handling of containers and bulk
cargos at ports, with the ports it invests in and manages covering Mainland China, Hong Kong,
China, Southeast Asia, Africa and some other regions. Within Shenzhen, there is some horizontal
competition between the Company and CMHI in the container terminal business in the port area of
52
2013 Annual Report
West Shenzhen due to historical reasons; and there is also market competition with Yantian Port
and Dachanwan Port in Shenzhen. However, comparatively speaking, thanks to the coordination of
the actual controller China Merchants Group, the cooperation between the Company and CMHI is
greater than competition. The aforesaid management entrustment is mainly a response to the
deteriorating port markets. It is a strategic move to boost CMHI’s business in ports of West
Shenzhen, increase the Company’s overall market competitiveness, keep the operation of ports of
West Shenzhen in order and improve the market competition environment of the port area in West
Shenzhen.
On 17 Sept. 2012, CMHI has promised to completely solve the horizontal competition problem
through asset reorganization, etc. in the coming 3 to 5 years.
VIII. Performance Evaluation and Incentive Mechanism for Senior Management Staff
All senior management staff of the Company is appointed by the Board of Directors. The Board sets
up the Company’s business objectives and financial budget for each year and signs KPI contracts
accordingly with senior management staff. The Board then determines the incentive standards to
senior management staff according to their respective performance during the year.
53
2013 Annual Report
Section IX. Internal Control
I. Internal control progress
Based on the Basic Norms for Internal Control of Enterprises and the mating guideline, the
Company worked out the “Work Plan for Internal Control of 2013”. The Company kept the original
two-tier internal control task group and changed some members. At the tier of the Company, the
task group was headed by the chairman of the board, with divisional leaders and departmental
leaders as the members for the internal control steering committee, and important professionals of
all functional departments as the members for the task group. At the tier of a subsidiary, the task
group was headed by the general manager of the subsidiary, with important professionals in the
subsidiary as the members for the task group.
In order to optimize the internal control system and improve the internal control capability,
according to the features and significant levels of its business lines, the scope of the Company’s
internal control task for 2013 was extended to cover various processes and links of its operation.
1. Subjects included in the internal control improvement and self-evaluation task for 2013 were: the
Company, Chiwan Container Terminal Co., Ltd., Shenzhen Chiwan Harbor Container Co. Ltd.,
Shenzhen Chiwan Terminal Co., Ltd., Shenzhen Chiwan Trans-Grains Terminal Limited,
Dongguan Chiwan Wharf Company Limited and Dongguan Chiwan Terminal Company Limited.
The combined assets of the aforesaid entities included in the appraisal scope accounted for 96% of
the Company’s total consolidated assets. And their combined operating revenue accounted for 94%
of the Company’s total consolidated operating revenue.
2. Internal control processes included in the internal control improvement and self-evaluation task
for 2012 were: the organizational structure, development strategy, human resources, social
responsibilities, corporate culture, capital operation, procurement, asset management, marketing,
R&D, engineering projects, guarantees, outsourcing, financial reporting, overall budget, contract
management, internal information transmission and the information system.
According to the contents and schedule of the work plan, internal control task groups, through
examining processes, evaluating the existing process and mechanism design and other measures,
completed the defect-looking phase for the internal control improvement project, formulated
internal control defect lists and rectification plans, and rectified internal control problems found.
The Audit Office of the Company organized and carried out the self-evaluation of internal control.
Via talks and sampling tests, and according to the previously-set evaluation standards, the office
evaluated the defects found, prepared a defect evaluation summary sheet, and then offered their
rectification advice. It then, according to the results of its aforesaid work, prepared the 2013 annual
internal control self-evaluation report, which was later reviewed and approved at the 7th Session of
the 7th Board of Directors.
The Company engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP to audit the
effectiveness of its 2013 financial reporting internal control. A standard auditor’s report with
54
2013 Annual Report
unqualified opinion was issued by DDT and later disclosed by the Company as required by the
regulator.
II. Board statement on its responsibility towards internal control
As required by the CSRC and Shenzhen Stock Exchange, the board made a statement on the
Company’s internal control self-evaluation report as follows:
According to the enterprise internal control regulations, it is the responsibility of the Board of
Directors to formulate, improve and effectively execute internal control; appraise its effectiveness;
and disclose internal control appraisal reports in compliance with the actual situation. The
Supervisory Committee supervises the internal control formulation and execution by the board and
the management organizes the daily operation of the internal control. The Board of Directors, the
Supervisory Committee, directors, supervisors and senior management staff of the Company ensure
that the internal control appraisal reports do not carry any false record, misleading statement or
material omission. And they are jointly and severally liable for the factuality, accuracy and
completeness of the contents carried in the reports.
The goal of internal control is to rationally ensure compliance of the Company’s operation with
laws and regulations, asset safety, and factuality and completeness of financial statements and the
relevant information; improve the operating efficiency and effects; and promote the materialization
of the development strategies. Due to the inherent limitations in internal control, it can only provide
rational guarantee for the aforesaid objectives. Meanwhile, internal control may become
inappropriate or be in less compliance with the internal control policy and procedures due to change
of the circumstances, so it is of certain risk to deduce the effectiveness of internal control in the
future according to internal control appraisal results.
III. Basis for the financial reporting internal control
Based on the Company Law, the Accounting Law, the Accounting Standards for Business
Enterprises, the Basic Norms for Internal Control of Enterprises & its mating guideline and the
Stock Listing Rules of Shenzhen Stock Exchange, as well as applicable laws, regulations, standards
and guidelines, and considering its actual situation, the Company has formulated a comparatively
sound financial reporting internal control system upon years of improvement. The system is based
on the financial management system, with relevant management rules as the control means and the
daily management system as the control guarantee.
The financial reporting internal control system includes: the Accounting Management Rules as the
basis; the Internal Control Rules for Monetary Funds, the Internal Audit Rules, the Approval Power
and Process for Significant Matters, the Management Rules for Fixed Assets, the Management
Rules for Outward Investments, the Bidding and Bidding Invitation Management Rules, the Overall
Budget Management Rules, the Decision-making Rules for Related-party Transactions, the
Management Rules for Raised Funds, the Accountability Mechanism for Material Errors in Annual
Report Disclosure, the Special Rules for Engaging a CPAs Firm, the Management Methods for
Financial Instruments, the Management Rules for Financial Chief and Accounting Chief, the
Information Disclosure Management Rules for the Inter-bank Debt Financing Instrument and other
rules, which have been executed to effectively control the financial reporting internal control system;
and the ISO9001 Quality Management System, the ISO14001 Environmental Management System,
55
2013 Annual Report
the ISO28000 Supply Chain Safety Management System, the safety management rules and other
daily management rules, which have formed a solid guarantee for the financial reporting internal
control system.
IV. Internal control self-evaluation report
No major defect of internal control was found during the reporting period. For the whole contents of
the self-evaluation report prepared by the Company, see the “2013 Annual Self-evaluation Report
on Internal Control of the Company” disclosed on www.cninfo.com.cn.
V. Internal control audit report
Auditors’ Report on Internal Control
De Shi Bao (Shen) Zi (14) No. S0055
To the Shareholders of Shenzhen Chiwan Wharf Holdings Limited:
We have audited Shenzhen Chiwan Wharf Holdings Limited’s (the "Company") internal control
over financial reporting as of December 31, 2013, based on the requirements of the Enterprise
Internal Control Assurance Guidance, and the professional standards of Chinese Certified Public
Accountants.
1.Company responsibilities over internal controls
According to the Basic Standard for Enterprise Internal Control, Enterprise Internal Control
Practical Guidance and Enterprise Internal Control Assessment Guidance, the Company's Board of
Directors is responsible for establishing and maintaining effective internal controls and for its
assessment of the effectiveness of internal controls.
2．Auditors 'responsibilities
Our responsibilities are to express opinion on the effectiveness of the Company's internal control
over financial reporting base on our audit and to disclose any material weakness we noted in
relation to internal control over the non-financial reporting area.
3．Inherent Limitation of Internal control
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
4．Opinion on the effectiveness of internal control over financial reporting
In our opinion, the Company, based on the Basic Standard for Enterprise Internal Control and the
related requirements, maintained, in all material respects, effective internal control over financial
reporting as at December 31, 2013.
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Chinese Certified Public Accountant: Li Weihua
Chinese Certified Public Accountant: Su Min
27 March 2014
56
2013 Annual Report
VI. Formulation and execution of the accountability system for material mistakes in annual
report preparation
Pursuant to the Securities Law, the Administrative Methods for Information Disclosure of Listed
Companies and other laws and regulations, as well as the Company’s Articles of Association, the
Company has formulated the Accountability Mechanism for Material Errors in Annual Report
Disclosure, which was reviewed and approved at the Fifth Session of the Sixth Board of Directors
on 8 Apr. 2010. During the reporting period, the Company strictly executed the Accountability
Mechanism for Material Errors in Annual Report Disclosure, with no such cases as correction of
material accounting errors, supplementation due to material omissions or correction of performance
forecasts.
57
2013 Annual Report
Section X. Auditor's Report (See attached)
Type of audit opinion Standard unqualified
Date of signing audit report 27 Mar. 2014
Audit agency Deloitte Touche Tohmatsu Certified Public Accountants LLP
No. of audit report De Shi Bao (Shen) Zi (14) No. P0546
Certified public accountant Li Weihua, Su Min
58
2013 Annual Report
Section XI. Documents for Reference
I. Financial Statements carrying the signatures and stamps of the Company Principal, the Chief
Financial Officer and the person in charge of accounting firm;
II. Original copy of the Auditor's Report stamped by the accounting firm and signed and stamped by
registered accountants;
III. Original copies of all documents and the announcements thereof disclosed in the reporting
period on “Securities Times” and “Ta Kung Pao”; and
IV. Original copy of the Annual Report signed by the Chairman.
For and on behalf of the Board
Zheng Shaoping
Chairman
Shenzhen Chiwan Wharf Holdings Limited
Dated 29 March 2014
59
SHENZHEN CHIWAN
WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND
AUDITORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2013
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2013
Contents Pages
Auditor's Report 1-2
The Company and Consolidated balance sheets 3-4
The Company and Consolidated income statements 5-6
The Company and Consolidated cash flow statements 7-8
The Company and Consolidated statements of changes in
shareholders' equity 9 - 10
Notes to the financial statements 11 - 109
AUDITOR'S REPORT
De Shi Bao (Shen) Zi (14) No. P0546
To the Shareholders of Shenzhen Chiwan Wharf Holdings Limited
We have audited the accompanying financial statements of Shenzhen Chiwan Wharf Holdings
Limited (hereinafter "Chiwan Wharf"), which comprise the company and consolidated balance
sheets as at 31 December 2013, and the company and consolidated income statements, the company
and consolidated statements of changes in shareholders' equity and the company and consolidated
cash flow statements for the year then ended, and the notes to the financial statements.
1. Management's responsibility for the financial statements
Management of Chiwan Wharf is responsible for the preparation and fair presentation of these
financial statements. This responsibility includes: (1) preparing the financial statements in
accordance with Accounting Standards for Business Enterprises to achieve fair presentation of the
financial statements; (2) designing, implementing and maintaining internal control which is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
2. Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with China Standards on Auditing. Those standards require that
we comply with the Code of Ethics for Chinese Public Accountants and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, we consider the internal control relevant to
the preparation and fair presentation of the financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
-1-
3. Opinion
In our opinion, the financial statements of Chiwan Wharf present fairly, in all material respects,
the company's and consolidated financial position as of 31 December 2013, and the company's and
consolidated results of operations and cash flows for the year then ended in accordance with
Accounting Standards for Business Enterprises.
Deloitte Touche Tohmatsu Chinese Certified Public Accountant:
Certified Public Accountants LLP
Shanghai, China Li Weihua
Chinese Certified Public Accountant:
Su Min
27 March 2014
The auditor's report and the accompanying financial statements are English translations of the
Chinese auditor's report and financial statements prepared in accordance with Accounting
Standards for Business Enterprises. These financial statements are not intended to present the
financial position and results of operations and cash flows in accordance with accounting principles
and practices generally accepted in other countries and jurisdictions. Where the English version
does not conform to the Chinese version, the Chinese version prevails.
-2-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
AT 31 DECEMBER 2013
Consolidated Balance Sheet
Unit: RMB
LIABILITIES AND
ASSETS Notes Closing balance Opening balance SHAREHOLDERS' EQUITY Notes Closing balance Opening balance
Current Assets: Current Liabilities:
Currency funds (V)1 715,539,516.48 314,855,567.54 Short-term borrowings (V)20 550,340,000.00 1,180,929,700.00
Notes receivable 200,000.00 1,680,000.00 Notes payable (V)21 - 826,000.00
Accounts receivable (V)2 223,441,476.99 251,420,961.37 Accounts payable (V)22 139,534,522.12 145,987,940.68
Prepayments (V)3 1,692,011.86 1,623,036.67 Advances (V)23 793,291.30 299,452.73
Interest receivable 984,200.00 - Employee benefits payable (V)24 72,523,316.28 65,535,789.75
Dividends receivable (V)4 3,334,985.50 - Taxes payable (V)25 61,282,690.48 40,854,859.42
Other receivables (V)5 12,579,679.85 15,984,053.14 Interest payable (V)26 36,813,185.09 18,541,172.99
Inventories (V)6 21,253,356.18 21,325,571.29 Dividends payable (V)27 77,208,156.09 -
Other current assets (V)7 15,672,486.73 8,956,589.43 Other payables (V)28 59,144,474.30 41,574,838.40
Non-current liabilities due
Total current assets 994,697,713.59 615,845,779.44 (V)29 4,676,624.27 39,727,206.52
within one year
Non-current Assets: Other current liabilities (V)30 500,000,000.00 -
Available-for-sale financial
(V)8 5,580,000.00 5,210,000.00 Total current liabilities 1,502,316,259.93 1,534,276,960.49
assets
Long-term equity
(V)9,10 1,574,597,485.03 1,544,951,108.34 Non-current Liabilities:
investments
Investment property (V)11 32,247,721.85 33,463,475.57 Long-term borrowings (V)31 - 150,000,000.00
Fixed assets (V)12 2,828,481,942.32 2,701,093,453.30 Bonds payable (V)32 993,510,137.00 496,545,753.43
Construction in progress (V)13 615,064,297.08 609,932,608.74 Special payables (V)33 72,917,084.77 80,622,976.12
Intangible assets (V)14 986,041,335.51 1,007,534,028.15 Deferred tax liabilities (V)17 1,115,000.00 1,022,500.00
Goodwill (V)15 10,858,898.17 10,858,898.17 Other non-current liabilities (V)34 48,594,551.13 53,652,355.62
Long-term prepaid expenses (V)16 56,030,458.79 60,962,668.38 Total non-current liabilities 1,116,136,772.90 781,843,585.17
Deferred tax assets (V)17 68,259,696.74 67,969,034.03 TOTAL LIABILITIES 2,618,453,032.83 2,316,120,545.66
SHAREHOLDERS'
Other non-current assets (V)18 174,669,665.62 123,309,396.98
EQUITY:
Total non-current assets 6,351,831,501.11 6,165,284,671.66 Share capital (V)35 644,763,730.00 644,763,730.00
Capital reserve (V)36 166,143,555.65 165,866,055.65
Special reserve (V)37 2,194,178.40 1,394,831.60
Surplus reserve (V)38 483,685,708.52 464,704,268.52
Unappropriated profit (V)39 2,664,771,789.70 2,414,907,916.91
Translation differences arising
on translation of financial
(13,712,569.50) (13,604,717.50)
statements denominated in
foreign currencies
Total shareholders' equity
attributable to equity holders of 3,947,846,392.77 3,678,032,085.18
the parent
Minority interests 780,229,789.10 786,977,820.26
TOTAL SHAREHOLDERS'
4,728,076,181.87 4,465,009,905.44
EQUITY:
TOTAL LIABILITIES AND
TOTAL ASSETS 7,346,529,214.70 6,781,130,451.10 7,346,529,214.70 6,781,130,451.10
SHAREHOLDERS' EQUITY
The accompanying notes form an integral part of the financial statements.
The financial statements on pages 3 to 109 were signed by the following:
Legal Representative：Zheng Shaoping
Chief Financial Officer：Zhang Fang
Head of Accounting Department：Li Li
-3-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
AT 31 DECEMBER 2013
Balance Sheet of the Company
Unit: RMB
LIABILITIES AND
ASSETS Notes Closing balance Opening balance SHAREHOLDERS' EQUITY Notes Closing balance Opening balance
Current Assets: Current Liabilities:
Currency funds 465,329,241.75 149,792,424.85 Short-term borrowings - 334,901,700.00
Notes receivable 200,000.00 200,000.00 Accounts payable 13,891,494.19 13,264,802.83
Accounts receivable (XII)1 18,217,533.28 17,754,008.55 Advances 5,338.70 246,980.00
Prepayments - 93,006.00 Employee benefits payable 38,264,601.11 42,214,994.74
Interest receivable 908,584.00 218,084.00 Taxes payable 503,982.43 2,213,147.95
Dividends receivable 86,760,083.07 145,359,111.21 Interest payable 40,521,068.16 21,204,529.70
Other receivables (XII)2 825,316,780.47 358,588,905.71 Other payables 391,049,559.49 369,642,044.13
Inventories 979,620.41 860,701.73 Other current liabilities 500,000,000.00 -
Other current assets - 323,405.83 Total current liabilities 984,236,044.08 783,688,199.35
Total current assets 1,397,711,842.98 673,189,647.88 Non-current Liabilities:
Non-currentAssets: Bonds payable 993,510,137.00 496,545,753.43
Available-for-sale financial assets 5,580,000.00 5,210,000.00 Deferred tax liabilities 1,115,000.00 1,022,500.00
Long-term receivables 11,004,284.75 11,004,284.75 Total non-current liabilities 994,625,137.00 497,568,253.43
Long-term equity investments (XII)3 2,249,775,991.91 2,131,519,861.87 TOTAL LIABILITIES 1,978,861,181.08 1,281,256,452.78
Investment property 24,628,337.91 25,587,743.55 SHAREHOLDERS' EQUITY
Fixed assets 133,867,730.53 144,059,819.87 Share capital 644,763,730.00 644,763,730.00
Construction in progress 3,007,894.20 687,894.20 Capital reserve 153,355,827.18 153,078,327.18
Intangible assets 58,638,559.13 62,376,910.85 Special reserve 120,437.30 240,348.59
Long-term prepaid expenses 5,750,647.61 7,488,719.06 Surplus reserve 483,685,708.52 464,704,268.52
Deferred tax assets 38,820,787.38 40,060,851.97 Unappropriated profit 667,999,192.32 557,142,606.93
TOTAL SHAREHOLDERS'
Total non-current assets 2,531,074,233.42 2,427,996,086.12 1,949,924,895.32 1,819,929,281.22
EQUITY
TOTAL LIABILITIES AND
TOTAL ASSETS 3,928,786,076.40 3,101,185,734.00 3,928,786,076.40 3,101,185,734.00
SHAREHOLDERS' EQUITY
The accompanying notes form an integral part of the financial statements.
-4-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2013
Consolidated Income Statement
Unit: RMB
ITEM Notes 2013 2012
I. Revenue 1,780,774,836.30 1,783,846,134.76
Including: Operating income (V)40 1,780,774,836.30 1,783,846,134.76
less:Total operating costs 910,134,739.90 844,601,418.52
Including: Operating costs (V)40 910,134,739.90 844,601,418.52
Business taxes and surcharges (V)41 6,761,096.81 61,151,246.32
General and administrative expenses 165,246,053.81 153,432,971.72
Financial expenses (V)42 40,956,491.50 70,763,164.30
Impairment losses of assets (V)43 448,204.74 331,339.05
Add: Investment income (V)44 102,054,621.30 83,518,912.23
Including: Income from investments in associates (V)44
97,910,121.30 83,158,912.23
and joint ventures
II. Operating profit 759,282,870.84 737,084,907.08
Add: Non-operating income (V)45 2,848,306.47 7,638,387.73
Less: Non-operating expenses (V)46 2,142,654.06 3,828,736.12
Including: Losses from disposal of non-current assets (V)46 1,721,447.10 2,940,282.82
III. Gross profit 759,988,523.25 740,894,558.69
Less: Income tax expenses (V)47 117,508,608.50 125,125,048.22
IV. Net profit 642,479,914.75 615,769,510.47
Net profit attributable to shareholders of the parent 502,894,547.79 467,103,270.43
Profit or loss attributable to minority shareholders 139,585,366.96 148,666,240.04
V. Earnings per share: (V)50
(I) Basic earnings per share 0.780 0.724
(II) Diluted earnings per share 0.780 0.724
VI. Other comprehensive income (V)51 169,648.00 (357,277.42)
VII. Total comprehensive income attributable to: 642,649,562.75 615,412,233.05
Shareholders of the parent 503,064,195.79 466,745,993.01
Minority shareholders 139,585,366.96 148,666,240.04
The accompanying notes form an integral part of the financial statements.
-5-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2013
Income Statement of the Company
Unit: RMB
ITEM Notes 2013 2012
I. Revenue (XII)4 155,089,767.54 204,419,906.94
Less: Operating costs (XII)4 145,436,954.76 144,778,845.90
Business taxes and surcharges 3,695,843.70 8,091,481.32
General and administrative expenses 58,199,111.70 58,189,832.26
Financial expenses 20,545,208.95 37,920,456.99
Impairment loss of assets 161,950.98 79,777.32
Add: Investment income (XII)5 438,076,114.97 225,487,155.21
Including: Income from investments in associates
(XII)5 39,646,172.10 29,403,289.36
and joint ventures
II. Operating profit 365,126,812.42 180,846,668.36
Add: Non-operating income 815,606.53 1,038,992.97
Less: Non-operating expenses 815,093.97 2,422,655.45
Including: Losses from disposal of non-current assets 815,073.97 2,416,755.45
III. Gross profit 365,127,324.98 179,463,005.88
Less: Income tax expenses 1,240,064.59 (10,351,390.47)
IV. Net profit 363,887,260.39 189,814,396.35
V. Earnings per share:
(I) Basic earnings per share N/A N/A
(II) Diluted earnings per share N/A N/A
VI. Other comprehensive income 277,500.00 (360,000)
VII. Total comprehensive income 364,164,760.39 189,454,396.35
The accompanying notes form an integral part of the financial statements.
-6-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2013
Consolidated Cash Flow Statement
Unit: RMB
ITEM Notes 2013 2012
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 1,859,560,512.28 1,740,376,273.96
Receipts of tax refunds - 1,003,912.60
Other cash receipts relating to operating activities (V)52(1) 8,286,664.30 13,442,676.27
Sub-total of cash inflows 1,867,847,176.58 1,754,822,862.83
Cash payments for goods purchased and services received 502,448,395.54 472,056,723.83
Cash payments to and on behalf of employees 273,626,675.84 234,641,704.00
Payments of all types of taxes 126,936,297.18 282,874,706.61
Other cash payments relating to operating activities (V)52(2) 67,657,510.79 66,777,275.68
Sub-total of cash outflows 970,668,879.35 1,056,350,410.12
Net Cash Flows from Operating Activities (V)53(1) 897,178,297.23 698,472,452.71
II. Cash Flows from Investing Activities:
Cash receipts from investments income 67,052,532.55 72,263,700.00
Net cash receipts from disposal of fixed assets, intangible assets
2,866,775.11 5,366,442.00
and other long-term assets
Sub-total of cash inflows 69,919,307.66 77,630,142.00
Cash payments to acquire or construct fixed assets, intangible
405,953,935.88 492,432,594.36
assets and other long-term assets
Net cash payments for acquisition of subsidiaries and other business
- 100,000,000.00
units
Sub-total of cash outflows 405,953,935.88 592,432,594.36
Net Cash Flows from Investing Activities (336,034,628.22) (514,802,452.36)
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 927,597,800.00 1,720,960,000.00
Cash receipts from issue of bonds 994,500,000.00 496,000,000.00
Sub-total of cash inflows 1,922,097,800.00 2,216,960,000.00
Cash repayments of borrowings 1,715,978,100.00 1,875,060,000.00
Cash payments for distribution of dividends or profit or interest 362,918,289.45 689,142,356.70
Including: Payments for distribution of dividends or profit to
66,317,742.55 365,161,451.00
minorities
Other cash payments relating to financing activities (V)52(3) 339,392.00 400,000.00
Sub-total of cash outflows 2,079,235,781.45 2,564,602,356.70
Net Cash Flows from Financing Activities (157,137,981.45) (347,642,356.70)
IV. Effect of Foreign Exchange Rate Changes on Cash and Cash
(3,321,738.62) 38,981.13
Equivalents
V. Net Increase in Cash and Cash Equivalents 400,683,948.94 (163,933,375.22)
Add: Opening balance of Cash and Cash Equivalents (V)53(2) 314,855,567.54 478,788,942.76
VI. Closing Balance of Cash and Cash Equivalents (V)53(2) 715,539,516.48 314,855,567.54
The accompanying notes form an integral part of the financial statements.
-7-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2013
Cash Flow Statement of the Company
Unit: RMB
ITEM Notes 2013 2012
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of
160,730,884.14 196,415,023.46
services
Other cash receipts relating to operating activities 546,048,324.98 483,754,807.00
Sub-total of cash inflows 706,779,209.12 680,169,830.46
Cash payments for goods purchased and services received 95,241,672.66 98,019,837.98
Cash payments to and on behalf of employees 80,840,818.97 64,026,116.00
Payments of all types of taxes 7,005,330.73 9,956,452.82
Other cash payments relating to operating activities 977,070,461.40 980,803,386.02
Sub-total of cash outflows 1,160,158,283.76 1,152,805,792.82
Net Cash Flows from Operating Activities (XII)7 (453,379,074.64) (472,635,962.36)
II. Cash Flows from Investing Activities:
Cash receipts from investments income 478,419,013.06 580,014,636.64
Net cash receipts from disposal of fixed assets,
161,756.90 208,360.00
intangible assets and other long-term assets
Sub-total of cash inflows 478,580,769.96 580,222,996.64
Cash payments to acquire or construct fixed assets,
6,281,545.75 10,669,757.85
intangible assets and other long-term assets
Cash payments to acquire investments 100,000,000.00 100,000,000.00
Sub-total of cash outflows 106,281,545.75 110,669,757.85
Net Cash Flows from Investing Activities 372,299,224.21 469,553,238.79
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 249,335,800.00 719,060,000.00
Cash receipts from issue of bonds 994,500,000.00 496,000,000.00
Sub-total of cash inflows 1,243,835,800.00 1,215,060,000.00
Cash repayments of borrowings 576,886,100.00 969,060,000.00
Cash payments for distribution of dividends or profit or
269,840,793.57 279,799,308.00
interest
Other cash payments relating to financing activities 339,392.00 400,000.00
Sub-total of cash outflows 847,066,285.57 1,249,259,308.00
Net Cash Flows from Financing Activities 396,769,514.43 (34,199,308.00)
IV. Effect of Foreign Exchange Rate Changes on Cash
(152,847.10) (16,238.00)
and Cash Equivalents
V. Net Increase in Cash and Cash Equivalents 315,536,816.90 (37,298,269.57)
Add: Opening balance of Cash and Cash Equivalents (XII)7 149,792,424.85 187,090,694.42
VI. Closing Balance of Cash and Cash Equivalents (XII)7 465,329,241.75 149,792,424.85
The accompanying notes form an integral part of the financial statements.
-8-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2013
Consolidated Statement of Changes in Shareholders’ Equity
Unit: RMB
2013 2012
Attributable to shareholders of the parent Attributable to shareholders of the parent
Total Total
Special Surplus Unappropriated Minority shareholders' Special Surplus Unappropriated Minority shareholders'
ITEM Share capital Capital reserve reserve reserve profit Others interests equity Share capital Capital reserve reserve reserve profit Others interests equity
I. Closing balance of the preceding
644,763,730.00 165,866,055.65 1,394,831.60 464,704,268.52 2,414,907,916.91 (13,604,717.50) 786,977,820.26 4,465,009,905.44 644,763,730.00 166,226,055.65 - 421,692,405.52 2,248,722,001.48 (13,607,440.08) 638,267,320.92 4,106,064,073.49
year
Add: Changes in accounting policies - - - - - - - - - - - - - - - -
Corrections of prior period errors - - - - - - - - - - - - - - - -
Others - - - - - - - - - - - - - - - -
II. Opening balance of the year 644,763,730.00 165,866,055.65 1,394,831.60 464,704,268.52 2,414,907,916.91 (13,604,717.50) 786,977,820.26 4,465,009,905.44 644,763,730.00 166,226,055.65 - 421,692,405.52 2,248,722,001.48 (13,607,440.08) 638,267,320.92 4,106,064,073.49
III. Changes for the year - 277,500.00 799,346.80 18,981,440.00 249,863,872.79 (107,852.00) -6,748,031.16 263,066,276.43 - (360,000.00) 1,394,831.60 43,011,863.00 166,185,915.43 2,722.58 148,710,499.34 358,945,831.95
(I) Net profit - - - - 502,894,547.79 - 139,585,366.96 642,479,914.75 - - - - 467,103,270.43 - 148,666,240.04 615,769,510.47
(II) Other comprehensive income - 277,500.00 - - - (107,852.00) - 169,648.00 - (360,000.00) - - - 2,722.58 - (357,277.42)
Subtotal of (I) and (II) - 277,500.00 - - 502,894,547.79 (107,852.00) 139,585,366.96 642,649,562.75 - (360,000.00) - - 467,103,270.43 2,722.58 148,666,240.04 615,412,233.05
(III) contributions and reduction in
- - - - - - - - - - - - - - - -
capital
1. Capital contribution from
- - - - - - - - - - - - - - - -
shareholders
2. Share-based payment recognised in
- - - - - - - - - - - - - - - -
shareholders' equity
3. Others - - - - - - - - - - - - - - - -
(IV) Profit distribution - - - 18,981,440.00 (253,030,675.00) - (146,289,137.91) (380,338,372.91) - - - 43,011,863.00 (300,917,355.00) - - (257,905,492.00)
1. Transfer to surplus reserve - - - 18,981,440.00 (18,981,440.00) - - - - - - 43,011,863.00 (43,011,863.00) - - -
2. Transfer to general reserve - - - - - - - - - - - - - - - -
3. Distributions to shareholders - - - - (234,049,235.00) - (146,289,137.91) (380,338,372.91) - - - - (257,905,492.00) - - (257,905,492.00)
4. Others - - - - - - - - - - - - - - - -
(V) Transfers within shareholders' - - - - - - - - - - - - - - - -
equity
1. Capitalisation of capital reserve - - - - - - - - - - - - - - - -
2. Capitalisation of surplus reserve - - - - - - - - - - - - - - - -
3. Loss made up by surplus reserve - - - - - - - - - - - - - - - -
4. Others - - - - - - - - - - - - - - - -
(VI) Special reserve - - 799,346.80 - - - (44,260.21) 755,086.59 - - 1,394,831.60 - - - 44,259.30 1,439,090.90
1. Withdrawn in the period - - 14,841,719.02 - - - 4,847,619.51 19,689,338.53 - - 10,853,323.95 - - - 3,953,633.13 14,806,957.08
2. Utilized in the period - - (14,042,372.22) - - - (4,891,879.72) (18,934,251.94) - - (9,458,492.35) - - - (3,909,373.83) (13,367,866.18)
(VII) Others - - - - - - - - - - - - - - - -
IV. Closing balance of the year 644,763,730.00 166,143,555.65 2,194,178.40 483,685,708.52 2,664,771,789.70 (13,712,569.50) 780,229,789.10 4,728,076,181.87 644,763,730.00 165,866,055.65 1,394,831.60 464,704,268.52 2,414,907,916.91 (13,604,717.50) 786,977,820.26 4,465,009,905.44
The accompanying notes form an integral part of the financial statements.
-9-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2013
Statement of Changes in Shareholders' Equity of the Company
Unit: RMB
2013 2012
Special Unappropriated Total shareholders' Special Unappropriated Total shareholders'
Share capital Capital reserve reserve Surplus reserve profit equity Share capital Capital reserve reserve Surplus reserve profit equity
I. Closing balance of the preceding year 644,763,730.00 153,078,327.18 240,348.59 464,704,268.52 557,142,606.93 1,819,929,281.22 644,763,730.00 153,438,327.18 - 421,692,405.52 668,245,565.58 1,888,140,028.28
Add: Changes in accounting policies - - - - - - - - - - - -
Corrections of prior period errors - - - - - - - - - - - -
Others - - - - - - - - - - - -
II. Opening balance of the year 644,763,730.00 153,078,327.18 240,348.59 464,704,268.52 557,142,606.93 1,819,929,281.22 644,763,730.00 153,438,327.18 - 421,692,405.52 668,245,565.58 1,888,140,028.28
III. Changes for the year - 277,500.00 (119,911.29) 18,981,440.00 110,856,585.39 129,995,614.10 - (360,000.00) 240,348.59 43,011,863.00 (111,102,958.65) (68,210,747.06)
(I) Net profit - - - - 363,887,260.39 363,887,260.39 - - - - 189,814,396.35 189,814,396.35
(II) Other comprehensive income - 277,500.00 - - - 277,500.00 - (360,000.00) - - - (360,000.00)
Subtotal of (I) and (II) - 277,500.00 - - 363,887,260.39 364,164,760.39 - (360,000.00) - - 189,814,396.35 189,454,396.35
(III) Shareholders' contributions and
- - - - - - - - - - - -
reduction in capital
1. Capital contribution from shareholders - - - - - - - - - - - -
2. Share-based payment recognised in
- - - - - - - - - - - -
shareholders' equity
3. Others - - - - - - - - - - - -
(IV) Profit distribution - - - 18,981,440.00 (253,030,675.00) (234,049,235.00) - - - 43,011,863.00 (300,917,355.00) (257,905,492.00)
1. Transfer to surplus reserve - - - 18,981,440.00 (18,981,440.00) - - - - 43,011,863.00 (43,011,863.00) -
2. Transfer to general reserve - - - - - - - - - - - -
3. Distributions to shareholders - - - - (234,049,235.00) (234,049,235.00) - - - - (257,905,492.00) (257,905,492.00)
4. Others - - - - - - - - - - - -
(V) Transfers within shareholders' equity - - - - - - - - - - - -
1. Capitalisation of capital reserve - - - - - - - - - - - -
2. Capitalisation of surplus reserve - - - - - - - - - - - -
3. Loss made up by surplus reserve - - - - - - - - - - - -
4. Others - - - - - - - - - - - -
(VI) Special reserve - - (119,911.29) - - (119,911.29) - - 240,348.59 - - 240,348.59
1. Withdrawn in the period - - 2,044,199.16 - - 2,044,199.16 - - 1,431,300.75 - - 1,431,300.75
2. Utilized in the period - - (2,164,110.45) - - (2,164,110.45) - - (1,190,952.16) - - (1,190,952.16)
(VII) Others - - - - - - - - - - - -
IV. Closing balance of the year 644,763,730.00 153,355,827.18 120,437.30 483,685,708.52 667,999,192.32 1,949,924,895.32 644,763,730.00 153,078,327.18 240,348.59 464,704,268.52 557,142,606.93 1,819,929,281.22
The accompanying notes form an integral part of the financial statements.
- 10 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(I) GENERAL
Shenzhen Chiwan Wharf Holdings Limited (the "Company") was a joint stock limited company
reorganized from Shenzhen Chiwan Wharf Co., Ltd on 16 January 1993 as approved by General
Office of Shenzhen Municipal People's Government (filed as Shen Fu Ban Fu [1993] No. 357).
On 18 February 1993, under the approval released by People's Bank of China Shenzhen Branch
(filed as Shen Ren Yin Fu Zi [1993] No.038), the Company issued, by public offering, the
ordinary shares of 310,470,000 shares, including 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 on Shenzhen Stock Exchange on 5 May 1993.
As of 31 December 2005, the total shares of the Company amounted to 644,763,730, after several
times of capitalization of capital reserves and additional issuances during the period between 1993
and 2005.
On 26 May 2006, the stockholders' meeting of the Company approved the spilt-share reform
under which a consideration comprising of every 1 A-share, cash of RMB11.5 and 8 put warrants
was granted by China Nanshan Development (Group) Incorporation ("Nanshan Group"), the non-
circulating shareholder of the Company, to each circulating shareholder holding 10 A-shares of
the Company. After implementation of the split-share reform, the total number of A-shares
remained unchanged with 370,802,900 shares held by Nanshan Group, occupying 57.51% of the
total shares.
On 13 July 2011, Nanshan Group obtained 75,100 shares of A shares in the secondary market; as
a result, the number of A-shares held by Nanshan Group arrived at 370,878,000, occupying
57.52% of the total shares.
On 17 September 2012, China Merchants Holdings International Company Limited (the "CMHI")
signed a shareholding entrustment agreement with Nanshan Group, subject to which Nanshan
Group entrusted CMHI with its holding in Shenzhen Chiwan Wharf of A-shares of 370,878,000
shares (57.52% of the total shares). Additionally, 55,314,200 B-shares indirectly held by CMHI
via Jing Feng Co., Ltd, a subsidiary of CMHI, plus the voting rights obtained via entrustment,
make up of 66.10% of the voting right of the Company.
On 1 November 2012, the China Securities Regulatory Commission ("CSRC") approved the
Announcement of China Merchants Holdings International Company Limited Concerning the
Purchase Report of Shenzhen Chiwan Wharf Holding Limited and the Exemption of the Offer
Obligation (filed as Zhen Jian Xu Ke [2012] No.1428), exempting CMHI from the offer
obligation resulted from the fact of controlling Shenzhen Chiwan Wharf's 370,878,000 shares
through stock custody.
On 27 December 2012, Nanshan Group signed an equity transfer agreement with Shenzhen Malai
Warehouse Co., Ltd, a subsidiary of CMHI, subject to which Nanshan Group would transfer
161,190,933 A-shares of the Company to Shenzhen Malai Warehouse Co., Ltd.
- 11 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(I) GENERAL - continued
On 6 March 2013, the Company received the Reply on Certain Issues Regarding Agreed Transfer
of State-owned Shares of Shenzhen Chiwan Wharf Holdings Ltd. released by the State-owned
Assets Supervision and Administration Commission (filed as Guo Zi Chan Quan [2013] No. 94),
which approved Nanshan Group to transfer 161,190,933 A-shares of the Company to Shenzhen
Malai Warehouse Co., Ltd. The transfer procedures of registration of the above shares have been
completed on April 25th, 2013.
Therefore, the parent of the Company has been changed from Nanshan Group to CMHI since 1
November 2012, with the ultimate actual controller of the Company having always been China
Merchants Group ("CMG").
The headquarters of the Company is located in Shenzhen Guangdong Province. The Company
and its subsidiaries (collectively the "Group") are principally engaged in the provision of cargo
handling, warehousing, land and sea transportation services, cargo packing, agency business and
the other services.
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES
1. Basis of preparation of financial statements
The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry
of Finance (MoF) on 15 February 2006. In addition, the Group has disclosed relevant financial
information in accordance with Information Disclosure and Presentation Rules for Companies
Offering Securities to the Public No. 15-General Provisions on Financial Reporting (Revised in
2010).
Basis of accounting and principle of measurement
The Group has adopted the accrual basis of accounting. Except for certain financial instruments
which are measured at fair value, the Group adopts the historical cost as the principle of
measurement of the financial statements. Upon being restructured into a stock company, the fixed
assets and intangible assets initially contributed by the state-owned shareholders are recognized
based on the valuation amounts confirmed by the state-owned assets administration department.
Where assets are impaired, provisions for asset impairment are made in accordance with the
relevant requirements.
2. Statement of compliance with the Accounting Standards for Business Enterprises
The financial statements of the Company have been prepared in accordance with the Accounting
Standards for Business Enterprises, and present truly and completely, the Company's and
consolidated financial position as of 31 December 2013, and the Company's and consolidated
results of operations and cash flows for the year then ended.
3. Accounting period
The Group has adopted the calendar year as its accounting year, e.g. from 1 January to 31
December.
- 12 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES – continued
4. Functional currency
Renminbi ("RMB") is the currency of the primary economic environment in which the Company
and its domestic subsidiaries operate. Therefore, the Company and its domestic subsidiaries
choose RMB as their functional currency. The Company's foreign subsidiary chooses RMB or
Hong Kong dollars ("HKD") as its functional currency on the basis of the primary economic
environment in which it operates. The Group adopts RMB to prepare its financial statements.
5. The accounting treatment of business combinations involving or not involving enterprises
under common control
Business combinations are classified into business combinations involving enterprises under
common control and business combinations not involving enterprises under common control.
5.1 Business combinations involving enterprises under common control
A business combination involving enterprises under common control is a business combination in
which all of the combining enterprises are ultimately controlled by the same party or parties both
before and after the combination, and that control is not transitory.
Assets and liabilities obtained shall be measured at their respective carrying amounts as recorded
by the combining entities at the date of the combination. The difference between the carrying
amount of the net assets obtained and the carrying amount of the consideration paid for the
combination is adjusted to the share premium in capital reserve. If the share premium is not
sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
Costs that are directly attributable to the combination are charged to profit or loss in the period in
which they are incurred.
5.2 Business combinations not involving enterprises under common control and goodwill
A business combination not involving enterprises under common control is a business
combination in which all of the combining enterprises are not ultimately controlled by the same
party or parties before and after the combination.
The cost of combination is the aggregate of the fair values, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for
control of the acquiree, the intermediary expenses (fees in respect of auditing, legal services,
valuation and consultancy services, etc.) and other administrative expenses attributable to the
business combination are recognized in profit or loss in the periods when they are incurred.
Where a business combination not involving enterprises under common control is achieved in
stages that involve multiple transactions, the cost of combination is the sum of the consideration
paid at the acquisition date and the fair value of the equity in the acquiree held before the
acquisition. The equity held in the acquiree before the acquisition date is remeasured at its fair
value at the acquisition date, with any difference between its fair value and its carrying amount
being recognized as investment income, and the other comprehensive income relating to the
equity held in the acquiree before the acquisition date being transferred to investment income.
- 13 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
5. The accounting treatment of business combinations involving or not involving enterprises
under common control - continued
The acquiree's identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a
business combination that meet the recognition criteria shall be measured at fair value at the
acquisition date. Where the cost of combination exceeds the acquirer's interest in the fair value of
the acquiree's identifiable net assets, the difference is treated as an asset and recognized as
goodwill, which is measured at cost on initial recognition. Where the cost of combination is less
than the acquirer's interest in the fair value of the acquiree's identifiable net assets, the acquirer
reassesses the measurement of the fair values of the acquiree's identifiable assets, liabilities and
contingent liabilities and measurement of the cost of combination. If after that reassessment, the
cost of combination is still less than the acquirer's interest in the fair value of the acquiree's
identifiable net assets, the acquirer recognizes the remaining difference immediately in profit or
loss for the current period.
Goodwill arising on a business combination is measured at cost less accumulated impairment
losses, and is presented separately in the consolidated financial statements. It is tested for
impairment at least at the end of each year.
For the purpose of impairment testing, goodwill is considered together with the related assets
groups, i.e., goodwill is reasonably allocated to the related assets groups or each of assets groups
expected to benefit from the synergies of the combination. In testing an assets group with
goodwill for impairment, an impairment loss is recognized if the recoverable amount of the assets
group or sets of assets groups (including goodwill) is less than its carrying amount. The
impairment loss is firstly allocated to reduce the carrying amount of any goodwill allocated to
such assets group or sets of assets groups, and then to the other assets of the group pro-rata basis
on the basis of the carrying amount of each asset (other than goodwill) in the group.
The recoverable amount of an asset is the higher of its fair value less costs of disposal and the
present value of the future cash flows expected to be derived from the asset. An asset's fair value
is the price in a sale agreement in an arm's length transaction. If there is no sale agreement but an
asset is traded in an active market, fair value is the current bid price. If there is no sale agreement
or active market for an asset, fair value is assessed based on the best information available. Costs
of disposal include legal costs related to the disposal of the asset, related taxes, costs of removing
the asset and direct costs to bring the asset into condition for its sale. The present value of
expected future cash flows of an asset shall be determined by estimating the future cash flows to
be derived from continuing use of the asset and from its ultimate disposal and applying the
appropriate discount rate to those future cash flows.
The impairment of goodwill is recognized in profit or loss for the period in which it is incurred
and will not be reversed in any subsequent period.
- 14 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
6. Preparation of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of
control. Control is the power to govern the financial and operating policies of an enterprise so as
to obtain benefits from its operating activities.
For a subsidiary already disposed of by the Group, the operating results and cash flows before the
date of disposal (the date when control is lost) are included in the consolidated income statement
and consolidated statement of cash flows, as appropriate.
For subsidiaries acquired through a business combination involving enterprises not under
common control, the operating results and cash flows from the acquisition date (the date when
control is obtained) are included in the consolidated income statement and consolidated statement
of cash flows, as appropriate, and no adjustment is made to the opening balances and comparative
figures in the consolidated financial statements.
No matter when the business combination occurs in the reporting period, subsidiaries acquired
through a business combination involving enterprises under common control are included in the
Group's scope of consolidation as if they had been included in the scope of consolidation from the
date when they first came under the common control of the ultimate controlling party. Their
operating results and cash flows from the date when they first came under the common control of
the ultimate controlling party are included in the consolidated income statement and consolidated
statement of cash flows, as appropriate.
The significant accounting policies and accounting periods adopted by the subsidiaries are
determined based on the uniform accounting policies and accounting periods set out by the
Company.
All significant intra-group balances and transactions are eliminated on consolidation.
The portion of subsidiaries' equity that is not attributable to the parent is treated as minority
interests and presented as "minority interests" in the consolidated balance sheet under
shareholders' equity. The portion of net profits or losses of subsidiaries for the period attributable
to minority interests is presented as "minority interests" in the consolidated income statement
under the "net profit" line item.
When the amount of loss for the period attributable to the minority shareholders of a subsidiary
exceeds the minority shareholders' portion of the opening balance of shareholders' equity of the
subsidiary, the excess amount is still allocated against minority interests.
Acquisition of minority interests or disposals of interests in a subsidiary that do not result in the
loss of control over the subsidiary are accounted for as equity transactions. The carrying amounts
of the parent's interests and minority interests are adjusted to reflect the changes in their relative
interests in the subsidiary. The difference between the amount by which the minority interests are
adjusted and the fair value of the consideration paid or received is adjusted to shareholders' equity
(capital reserve). If the capital reserve is not sufficient to absorb the difference, the excess are
adjusted against retained earnings.
- 15 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
6. Preparation of consolidated financial statements - continued
When the group loses control over a subsidiary due to disposal of equity investment or other
reason, any retained interest is re-measured at its fair value at the date when control is lost. The
difference between (i) the aggregate of the consideration received on disposal and the fair value of
any retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculated
from the acquisition date according to the original proportion of ownership interests is recognized
as investment income in the period in which control is lost. Other comprehensive income
associated with investment in the former subsidiary is reclassified to investment income in the
period in which control is lost.
7. Cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash
equivalents are the Group's short-term, 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. Translation of transactions and financial statements denominated in foreign currencies
8.1 Transactions denominated in foreign currencies
A foreign currency transaction is recorded, on initial recognition, by applying the spot exchange
rate on the date of the transaction.
At the balance sheet date, foreign currency monetary items are translated into RMB using the spot
exchange rates at the balance sheet date. Exchange differences arising from the differences
between the spot exchange rates prevailing at the balance sheet date and those on initial
recognition or at the previous balance sheet date are recognized in profit or loss for the period,
except that (1) exchange differences related to a specific-purpose borrowing denominated in
foreign currency that qualify for capitalization are capitalized as part of the cost of the qualifying
asset during the capitalization period; (2) exchange differences related to hedging instruments for
the purpose of hedging against foreign currency risks are accounted for using hedge accounting;
(3) exchange differences arising from change in the carrying amounts other than the amortized
cost of available-for-sale monetary items are recognized as other comprehensive income and
included in capital reserve.
Foreign currency non-monetary items measured at historical cost are translated to the amounts in
functional currency at the spot exchange rates on the dates of the transactions; the amounts in
functional currency remain unchanged. Foreign currency non-monetary items measured at fair
value are re-translated at the spot exchange rate on the date the fair value is determined.
Difference between the re-translated functional currency amount and the original functional
currency amount is treated as changes in fair value including changes of exchange rate and is
recognized in profit and loss or as other comprehensive income included in capital reserve.
- 16 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
8. Translation of transactions and financial statements denominated in foreign currencies
- continued
8.2 Translation of financial statements denominated in foreign currencies
For the purpose of preparing the consolidated financial statements, financial statements of a
foreign operation are translated from the foreign currency into RMB using the following method:
assets and liabilities on the balance sheet are translated at the spot exchange rate prevailing at the
balance sheet date; shareholders' equity items except for retained earnings are translated at the
spot exchange rates at the dates on which such items arose; all items in the income statement as
well as items reflecting the amount of profit distributed are translated at the spot exchange rates
on the dates of the transactions; the opening balance of retained earnings is the translated closing
balance of the previous year's retained earnings; the closing balance of retained earnings is
calculated and presented on the basis of each translated income statement and profit distribution
item. The difference between the translated assets and the aggregate of liabilities and
shareholders' equity items is separately presented, as the translation difference of financial
statements denominated in foreign currencies, under the shareholders' equity in the balance sheet.
Cash flows arising from transaction in a foreign currency and the cash flows of a foreign
subsidiary are translated at the spot exchange rate on the date of the cash flows. The effect of
exchange rate changes on cash and cash equivalents is regarded as a reconciling item and
presented separately in the cash flow statement as "effect of exchange rate changes on cash and
cash equivalents".
The opening balances and the comparative figures of previous year are presented at the translated
amounts of previous year's financial statements.
On disposal of the Group's entire interest in a foreign operation, or disposal of certain interest or
due to other reasons resulting in a loss of control over a foreign operation, the Group transfers the
accumulated translation differences attributable to the shareholders' equity of the parent that
relating to translation of the financial statements of that foreign operation, presented under
shareholders' equity, to profit or loss in the period in which the disposal occurs.
In case of a disposal or other reason that does not result in the Group losing control over a foreign
operation, the proportionate share of accumulated translation differences are re-attributed to non-
controlling interests and are not recognized in profit and loss. For partial disposals of associates or
joint ventures, the proportionate share of the accumulated translation differences is reclassified to
profit or loss.
- 17 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the
contractual provisions of the instrument. Financial assets and financial liabilities are initially
measured at fair value. For financial assets and financial liabilities at fair value through profit or
loss, transaction costs are immediately recognized in profit or loss. For other financial assets and
financial liabilities, transaction costs are included in their initial recognized amounts.
9.1 Determination of fair value
Fair value is the amount for which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm's length transaction. For a financial instrument which
has an active market, the Group uses the quoted price in the active market to establish its fair
value. For a financial instrument which has no active market, the Group establishes fair value by
using a valuation technique. Valuation techniques include using recent arm's length market
transactions between knowledgeable, willing parties, reference to the current fair value of another
instrument that is substantially the same, discounted cash flow analysis and option pricing models.
9.2 Effective interest method
The effective interest method is a method of calculating the amortized cost of a financial asset or a
financial liability (or a group of financial assets or financial liabilities) and of allocating the
interest income or interest expense over the relevant period, using the effective interest rate. The
effective interest rate is the rate that exactly discounts estimated future cash flows through the
expected life of the financial asset or financial liability or, where appropriate, a shorter period to
the net carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Group estimates future cash flows considering all
contractual terms of the financial asset or financial liability (without considering future credit
losses), and also considers all fees paid or received between the parties to the contract giving rise
to the financial asset and financial liability that are an integral part of the effective interest rate,
transaction costs, and premiums or discounts etc.
9.3 Classification, recognition and measurement of financial assets
On initial recognition, the Group’s financial assets are classified into one of the four categories,
including financial assets at fair value through profit or loss ("FVTPL"), held-to-maturity
investments, loans and receivables, and available-for-sale financial assets. All regular way
purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- 18 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.3 Classification, recognition and measurement of financial assets - continued
9.3.1 Financial Assets at Fair Value through Profit or Loss ("FVTPL")
Financial assets at fair value through profit or loss ("FVTPL") include financial assets held for
trading and those designated as at fair value through profit or loss.
A financial asset is classified as held for trading if one of the following conditions is satisfied: (1)
it has been acquired principally for the purpose of selling in the near term; or (2) on initial
recognition it is part of a portfolio of identified financial instruments that the Group manages
together and there is objective evidence that the Group has a recent actual pattern of short-term
profit-taking; or (3) it is a derivative that is not designated and effective as a hedging instrument,
or a financial guarantee contract, or a derivative that is linked to and must be settled by delivery
of an unquoted equity instrument (without a quoted price in an active market) whose fair value
cannot be reliably measured.
A financial asset may be designated as at FVTPL upon initial recognition only when one of the
following conditions is satisfied: (1) such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise result from measuring assets or
recognizing the gains or losses on them on different bases; or (2) the financial asset forms part of
a group of financial assets or a group of financial assets and financial liabilities, which is managed
and its performance is evaluated on a fair value basis, in accordance with the Group's documented
risk management or investment strategy, and information about the grouping is reported to key
management personnel on that basis.
Financial assets at FVTPL are subsequently measured at fair value. Any gains or losses arising
from changes in the fair value and any dividend or interest income earned on the financial assets
are recognized in profit or loss.
9.3.2 Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and fixed maturity dates that the Group's management has the positive intention and
ability to hold to maturity.
Held-to-maturity investments are subsequently measured at amortized cost using the effective
interest method. Gain or loss arising from derecognition, impairment or amortization is
recognized in profit or loss.
9.3.3 Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. Financial assets classified as loans and receivables by the
Group include notes receivable, accounts receivable, interest receivable, dividends receivable, and
other receivables.
Loans and receivables are subsequently measured at amortized cost using the effective interest
method. Gain or loss arising from derecognition, impairment or amortization is recognized in
profit or loss.
- 19 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.3 Classification, recognition and measurement of financial assets - continued
9.3.4 Available-for-sale financial assets
Available-for-sale financial assets include non-derivative financial assets that are designated on
initial recognition as available for sale, and financial assets that are not classified as financial
assets at fair value through profit or loss, loans and receivables or held-to-maturity investments.
Available-for-sale financial assets are subsequently measured at fair value, and gains or losses
arising from changes in the fair value are recognized as other comprehensive income and included
in the capital reserve, except that impairment losses and exchange differences related to amortized
cost of financial assets are recognized in profit or loss, until the financial assets are derecognized,
at which time the gains or losses are released and recognized in profit or loss.
Interests obtained and the dividends declared by the investee during the period in which the
available-for-sale financial assets are held, are recognized in investment gains.
Investments in equity instruments that do not have a quoted market price in an active market and
whose fair value cannot be reliably measured, and derivative financial assets that are linked to and
must be settled by delivery of such unquoted equity instruments are measured at cost.
9.4 Impairment of financial assets
The Group assesses at each balance sheet date the carrying amounts of financial assets other than
those at fair value through profit or loss. If there is objective evidence that a financial asset is
impaired, the Group determines the amount of any impairment loss. Objective evidence that a
financial asset is impaired is evidence that, arising from one or more events that occurred after the
initial recognition of the asset, the estimated future cash flows of the financial asset, which can be
reliably measured, have been affected.
Objective evidence that a financial asset is impaired includes the following observable events:
(1) Significant financial difficulty of the issuer or obligor;
(2) A breach of contract by the borrower, such as a default or delinquency in interest or principal
payments;
(3) The Group, for economic or legal reasons relating to the borrower's financial difficulty,
granting a concession to the borrower;
(4) It becoming probable that the borrower will enter bankruptcy or other financial
reorganizations;
(5) The disappearance of an active market for that financial asset because of financial difficulties
of the issuer;
- 20 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.4 Impairment of financial assets - continued
(6) Upon an overall assessment of a group of financial assets, observable data indicates that there
is a measurable decrease in the estimated future cash flows from the group of financial assets
since the initial recognition of those assets, although the decrease cannot yet be identified
with the individual financial assets in the group. Such observable data includes:
- Adverse changes in the payment status of borrower in the group of assets;
- Economic conditions in the country or region of the borrower which may lead to a failure to
pay the group of assets;
(7) Significant adverse changes in the technological, market, economic or legal environment in
which the issuer of equity instruments operates, indicating that the cost of the investment in
the equity instrument may not be recovered by the investor;
(8) A significant or prolonged decline in the fair value of an investment in an equity instrument
below its cost;
(9) Other objective evidence indicating there is an impairment of a financial asset.
- Impairment of financial assets measured at amortized cost
If financial assets carried at cost or amortized cost are impaired, the carrying amounts of the
financial assets are reduced to the present value of estimated future cash flows (excluding future
credit losses that have not been incurred) discounted at the financial asset's original effective
interest rate. The amount of reduction is recognized as an impairment loss in profit or loss. If,
subsequent to the recognition of an impairment loss on financial assets carried at amortized cost,
there is objective evidence of a recovery in value of the financial assets which can be related
objectively to an event occurring after the impairment is recognized, the previously recognized
impairment loss is reversed. However, the reversal does not result in a carrying amount of the
financial asset that exceeds what the amortized cost would have been had the impairment not been
recognized at the date the impairment is reversed.
For a financial asset that is individually significant, the Group assesses the asset individually for
impairment. For a financial asset that is not individually significant, the Group assesses the asset
individually for impairment or includes the asset in a group of financial assets with similar credit
risk characteristics and collectively assesses them for impairment. If the Group determines that no
objective evidence of impairment exists for an individually assessed financial asset (whether
significant or not), it includes the asset in a group of financial assets with similar credit risk
characteristics and collectively assesses them for impairment. Assets for which an impairment
loss is individually recognized are not included in a collective assessment of impairment.
- 21 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.4 Impairment of financial assets - continued
- Impairment of available-for-sale financial assets
When an available-for-sale financial asset is impaired, the cumulative loss arising from decline in
fair value previously recognized directly in capital reserve is reclassified from the capital reserve
to profit or loss. The amount of the cumulative loss that is reclassified from capital reserve to
profit or loss is the difference between the acquisition cost (net of any principal repayment and
amortization) and the current fair value, less any impairment loss on that financial asset
previously recognized in profit or loss.
If, subsequent to the recognition of an impairment loss on available-for-sale financial assets, there
is objective evidence of a recovery in value of the financial assets which can be related
objectively to an event occurring after the impairment is recognized, the previously recognized
impairment loss is reversed. The amount of reversal of impairment loss on available-for-sale
equity instruments is recognized as other comprehensive income and included in the capital
reserve, while the amount of reversal of impairment loss on available-for-sale debt instruments is
recognized in profit or loss.
- Impairment of financial assets measured at cost
If an impairment loss has been incurred on an investment in unquoted equity instrument (without
a quoted price in an active market) whose fair value cannot be reliably measured, or on a
derivative financial asset that is linked to and must be settled by delivery of such an unquoted
equity instrument, the carrying amount of the financial asset is reduced to the present value of
estimated future cash flows discounted at the current market rate of return for a similar financial
asset. The amount of reduction is recognized as an impairment loss in profit or loss. The
impairment loss on such financial asset is not reversed once it is recognized.
9.5 Transfer of financial assets
The Group derecognizes a financial asset if one of the following conditions is satisfied: (1) the
contractual rights to the cash flows from the financial asset expire; or (2) the financial asset has
been transferred and substantially all the risks and rewards of ownership of the financial asset is
transferred to the transferee; or (3) although the financial asset has been transferred, the Group
neither transfers nor retains substantially all the risks and rewards of ownership of the financial
asset but has not retained control of the financial asset.
- 22 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.5 Transfer of financial assets - continued
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a
financial asset, and it retains control of the financial asset, it recognizes the financial asset to the
extent of its continuing involvement in the transferred financial asset and recognizes an associated
liability. The extent of the Group's continuing involvement in the transferred asset is the extent to
which it is exposed to changes in the value of the transferred asset.
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, the
difference between (1) the carrying amount of the financial asset transferred; and (2) the sum of
the consideration received from the transfer and any cumulative gain or loss that has been
recognized in other comprehensive income, is recognized in profit or loss.
If a part of the transferred financial asset qualifies for derecognition, the carrying amount of the
transferred financial asset is allocated between the part that continues to be recognized and the
part that is derecognized, based on the respective fair values of those parts. The difference
between (1) the carrying amount allocated to the part derecognized; and (2) the sum of the
consideration received for the part derecognized and any cumulative gain or loss allocated to the
part derecognized which has been previously recognized in other comprehensive income, is
recognized in profit or loss.
9.6 Classification and recognition of financial liabilities
Debt and equity instruments issued by the Group are classified into financial liabilities or equity
on the basis of the substance of the contractual arrangements and definitions of financial liability
and equity instrument.
On initial recognition, financial liabilities are classified into financial liabilities at fair value
through profit or loss and other financial liabilities.
9.6.1 Financial liabilities at fair value through profit or loss
Financial liabilities at FVTPL consist of financial liabilities held for trading and those designated
as at FVTPL on initial recognition.
A financial liability is classified as held for trading if one of the following conditions is satisfied:
(1) It has been acquired principally for the purpose of repurchasing in the near term; or (2) On
initial recognition it is part of a portfolio of identified financial instruments that the Group
manages together and there is objective evidence that the Group has a recent actual pattern of
short-term profit-taking; or (3) It is a derivative, except for a derivative that is a designated and
effective hedging instrument, or a financial guarantee contract, or a derivative that is linked to and
must be settled by delivery of an unquoted equity instrument (without a quoted price in an active
market) whose fair value cannot be reliably measured.
- 23 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.6 Classification and recognition of financial liabilities - continued
9.6.1 Financial liabilities at fair value through profit or loss - continued
A financial liability may be designated as at FVTPL upon initial recognition only when one of the
following conditions is satisfied: (1) such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise result from measuring liabilities
or recognizing the gains or losses on them on different bases; or (2) the financial liability forms
part of a group of financial liabilities or a group of financial assets and financial liabilities, which
is managed and its performance is evaluated on a fair value basis, in accordance with the Group's
documented risk management or investment strategy, and information about the grouping is
reported to key management personnel on that basis.
Financial liabilities at FVTPL are subsequently measured at fair value, and any gains or losses
arising from changes in the fair value or any dividend or interest expense related with the
financial liabilities are recognized in profit or loss.
9.6.2 Other financial liabilities
For a derivative liability that is linked to and must be settled by delivery of an unquoted equity
instrument (without a quoted price in an active market) whose fair value cannot be reliably
measured, it is subsequently measured at cost. Other financial liabilities are subsequently
measured at amortized cost using the effective interest method, with gains or losses arising from
derecognition or amortization recognized in profit or loss.
9.6.3 Financial guarantee contracts
A financial guarantee contract is a contract by which the guarantor and the lender agree that the
guarantor would settle the debts or bear obligations in accordance with terms of the contract in
case the borrower fails to settle the debts. Financial guarantee contracts that are not designated as
financial liabilities at fair value through profit or loss, are initially measured at their fair values
less the directly attributable transaction costs. Subsequent to initial recognition, they are measured
at the higher of: (i) the amount determined in accordance with Accounting Standard for Business
Enterprises No. 13 - Contingencies; and (ii) the amount initially recognized less cumulative
amortization recognized in accordance with the principles set out in Accounting Standard for
Business Enterprises No. 14 - Revenue.
- 24 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.7 Derecognition of Financial Liabilities
The Group derecognizes a financial liability (or part of it) only when the underlying present
obligation (or part of it) is discharged. An agreement between the Group (an existing borrower)
and an existing lender to replace the original financial liability with a new financial liability with
substantially different terms is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability.
When the Group derecognizes a financial liability or a part of it, it recognizes the difference
between the carrying amount of the financial liability (or part of the financial liability)
derecognized and the consideration paid (including any non-cash assets transferred or new
financial liabilities assumed) in profit or loss.
9.8 Derivatives and embedded derivatives
Derivative financial instruments include forward exchange contracts, currency swaps, interest rate
swaps and foreign exchange options, etc. Derivatives are initially measured at fair value at the
date when the derivative contracts are entered into and are subsequently re-measured to fair value.
The resulting gain or loss is recognized in profit or loss unless the derivative is designated and
highly effective as a hedging instrument, in which case the timing of the recognition in profit or
loss depends on the nature of the hedge relationship.
An embedded derivative is separated from the hybrid instrument, where the hybrid instrument is
not designated as a financial asset or financial liability at fair value through profit or loss, and
treated as a standalone derivative if 1) the economic characteristics and risks of the embedded
derivative are not closely related to the economic characteristics and risks of the host contract; and
2) a separate instrument with the same terms as the embedded derivative would meet the
definition of a derivative. If the Group is unable to measure the embedded derivative separately
either at acquisition or at a subsequent balance sheet date, it designates the entire hybrid
instrument as a financial asset or financial liability at fair value through profit or loss.
9.9 Offsetting financial assets and financial liabilities
Where the Group has a legal right that is currently enforceable to set off the recognized amounts,
and intends either to settle on a net basis, or to realize the financial asset and settle the financial
liability simultaneously, a financial asset and a financial liability shall be offset with the net
amount presented in the balance sheet. Except for the circumstances above, financial assets and
financial liabilities shall be presented separately in the balance sheet and shall not be offset.
- 25 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Financial instruments - continued
9.10 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. The consideration received from issuing equity instruments,
net of transaction costs, is added to shareholders' equity.
All types of distributions (excluding stock dividends) made by the Group to holders of equity
instruments are deducted from shareholders' equity. The Group does not recognize any changes in
the fair value of equity instruments.
10. Receivables
10.1 Receivables that are individually significant and for which bad debt provision is individually
assessed
Basis or monetary criteria for Top five balances of receivables are deemed as
determining individually individually significant receivables by the Group.
significant receivables
For receivables that are individually significant, the Group
assesses the receivables individually for impairment; for a
Provision methods for receivables financial asset that is not impaired individually, the Group
that are individually significant includes the asset in a group of financial assets with
and for which bad debt provision similar credit risk characteristics and collectively assesses
is individually assessed them for impairment. Receivables for which an
impairment loss is individually recognized are not
included in a collective assessment of impairment.
10.2 Receivables for which bad debt provision is collectively assessed
Basis for determining a portfolio
Portfolio 1 The portfolio primarily includes amounts due from related
parties of the Group, deposits and petty cash etc. The risk
characteristics of such receivables are different from those
of portfolio 2. The Group individually assesses receivables
in this portfolio and determines the bad debt provision.
Portfolio 2 This portfolio excludes amounts due from related parties of
the Group, deposits and petty cash etc. The Group
collectively assesses receivables in this portfolio with
aging analysis method, by taking historical experience into
consideration.
Bad debt provision methods for a portfolio
Portfolio 1 Specific Identification Method
Portfolio 2 Aging Analysis Method
- 26 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Receivables - continued
10.2.1 Portfolios that use aging analysis for bad debt provision:
Aging analysis
Provision proportion for Provision proportion for
Aging accounts receivable (%) other receivables (%)
Within 90 days (inclusive) 0 0
More than 91 days but not exceeding 183 0-3 0-3
days
More than 184 days but not exceeding 5 5
year
More than 1 year but not exceeding 2 20 20
years
More than 2 years but not exceeding 3 50 50
years
More than 3 years 100 100
10.3 Accounts receivable that are not individually significant but for which individual bad debt
provision is individually assessed:
Reasons for making individual As objective evidence indicates the Group is unable to
bad debt provision collect the receivables under original terms, the company
makes individual bad debt provision.
Bad debt provision methods Under bad debt provision method, the provision is
recognized by the differences between the expected present
value of future cash flows and carrying value.
11. Inventories
11.1 Categories of inventories
Inventories include spare parts, fuel, and low value consumables. Inventories are initially
measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and
other expenditures incurred in bringing the inventories to their present location and condition.
11.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method.
- 27 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
11. Inventories - continued
11.3 Basis for determining net realizable value of inventories and provision methods for decline
in value of inventories
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If
the cost of inventories is higher than the net realizable value, a provision for decline in value of
inventories is made. Net realizable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion, the estimated costs necessary to make the sale and
relevant taxes. Net realizable value is determined on the basis of clear evidence obtained, after
taking into consideration the purposes of inventories being held and effect of post balance sheet
events.
Provision for decline in value of other inventories is made based on the excess of cost of
inventory over its net realizable value on an item-by-item basis.
After the provision for decline in value of inventories is made, if the circumstances that
previously caused inventories to be written down below cost no longer exist so that the net
realizable value of inventories is higher than their cost, the original provision for decline in value
is reversed and the reversal is included in profit or loss for the period.
11.4 Inventory count system
The perpetual inventory system is maintained for stock system.
11.5 Amortization methods for low cost and short-lived consumable items and packaging
materials
Packaging materials and low cost and short-lived consumable items are amortized using the
immediate write-off method.
12. Long-term equity investments
12.1 Determination of investment cost
For a long-term equity investment acquired through a business combination involving enterprises
under common control, the investment cost of the long-term equity investment is the attributable
share of the carrying amount of the shareholders' equity of the acquiree at the date of combination.
For a long-term equity investment acquired through business combination not involving
enterprises under common control, the investment cost of the long-term equity investment
acquired is the cost of acquisition. The long-term equity investment acquired otherwise than
through a business combination is initially measured at its cost.
- 28 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
12. Long-term equity investments - continued
12.2 Subsequent measurement and recognition of profit or loss
12.2.1 A long-term equity investment accounted for using the cost method
For long-term equity investments over which the Group does not exercise joint control or
significant influence and those without quoted prices in an active market and the fair values
cannot be reliably measured, the Group accounts for such long-term equity investments using the
cost method. Besides, long-term equity investments in subsidiaries are accounted for using the
cost method in the Company's separate financial statements. A subsidiary is an investee that is
controlled by the Group.
Under the cost method, a long-term equity investment is measured at initial investment cost.
Except for cash dividends or profits already declared but not yet paid that are included in the price
or consideration actually paid upon acquisition of the long-term equity investment, investment
income is recognized in the period in accordance with the attributable share of cash dividends or
profit distributions declared by the investee.
12.2.2 A long-term equity investment accounted for using the equity method
The Group accounts for investment in associates and joint ventures using the equity method. An
associate is an entity over which the Group has significant influence and a joint venture is an
entity over which the Group exercises joint control along with other investors.
Under the equity method, where the initial investment cost of a long-term equity investment
exceeds the Group's share of the fair value of the investee's identifiable net assets at the time of
acquisition, no adjustment is made to the initial investment 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 recognized in profit or loss for the period, and the cost of the long-
term equity investment is adjusted accordingly.
Under the equity method, the Group recognizes its share of the net profit or loss of the investee
for the period as investment income or loss for the period. The Group recognizes its share of the
investee's net profit or loss based on the fair value of the investee's individually identifiable assets
at the acquisition date after making appropriate adjustments to conform to the Group's accounting
policies and accounting period. Unrealized profits or losses resulting from the Group's
transactions with its associates and joint ventures are recognized as investment income or loss to
the extent that those attributable to the Group's, equity interest are eliminated. However,
unrealized losses resulting from the Group's transactions with its associates and joint ventures
which represent impairment losses on the transferred assets are not eliminated. Changes in
shareholder's equity of the investee other than net profit or loss are correspondingly adjusted to
the carrying amount of the long-term equity investment, and recognized as other comprehensive
income which is included in the capital reserve.
- 29 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
12. Long-term equity investments - continued
12.2 Subsequent measurement and recognition of profit or loss - continued
12.2.2 A long-term equity investment accounted for using the equity method - continued
The Group discontinues recognizing its share of net losses of the investee after the carrying
amount of the long-term equity investment together with any long-term interests that in substance
form part of its net investment in the investee are reduced to zero. Except that if the Group has
incurred obligations to assume additional losses, a provision is recognized according to the
obligation expected, and recorded in the investment loss for the period. Where net profits are
subsequently made by the investee, the Group resumes recognizing its share of those profits only
after its share of the profits exceeds the share of losses previously not recognized.
12.2.3 Disposal of long-term equity investments
On disposal of a long-term equity investment, the difference between the proceeds actually
received and receivable and the carrying amount is recognized in profit or loss for the period. For
a long-term equity investment accounted for using the equity method, the amount initially
included in the shareholders' equity upon disposal is transferred to profit or loss for the period on
a pro-rata basis.
12.3 Basis for determining joint control and significant influence over investee
Control is the power to govern the financial and operating policies of an entity so as to obtain
benefits from its activities. Joint control is the contractually agreed sharing of control over an
economic activity, and exists only when the strategic financial and operating policy decisions
relating to the activity require the unanimous consent of the parties sharing control. Significant
influence is the power to participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies. When determining whether an investing
enterprise is able to exercise control or significant influence over an investee, the effect of
potential voting rights of the investee (for example, warrants and convertible debts) held by the
investing enterprises or other parties that are currently exercisable or convertible shall be
considered.
12.4 Impairment assessment and provision method for impairment loss
The Group reviews the long-term equity investments at each balance sheet date to determine
whether there is any indication that they have suffered an impairment loss. If an impairment
indication exists, the recoverable amounts are estimated. If such recoverable amount is less than
its carrying amount, a provision for impairment losses in respect of the deficit is recognized in
profit or loss for the period.
Once an impairment loss is recognized for a long-term equity investment, it will not be reversed
in any subsequent period.
- 30 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
13. Investment properties
Investment property is property held to earn rentals or for capital appreciation or both. It includes
a land use right that is leased out; a land use right held for transfer upon capital appreciation; and
a building that is leased out.
An investment property is measured initially at cost. Subsequent expenditures incurred for such
investment property are included in the cost of the investment property if it is probable that
economic benefits associated with an investment property will flow to the Group and the
subsequent expenditures can be measured reliably, other subsequent expenditures are recognized
in profit or loss in the period in which they are incurred.
The Group uses the cost model for subsequent measurement of investment property, and adopts a
depreciation or amortization policy for the investment property which is consistent with that for
buildings or land use rights.
The Group reviews the investment properties at each balance sheet date to determine whether
there is any indication that they have suffered an impairment loss. If an impairment indication
exists, the recoverable amounts are estimated. Recoverable amount is estimated on an item-by-
item basis. If it is not practical to estimate the recoverable amount of an individual asset, the
recoverable amount of the asset group to which the asset belongs will be estimated. If such
recoverable amount is less than its carrying amount, a provision for impairment losses in respect
of the deficit is recognized in profit or loss for the period.
Once an impairment loss is recognized for an investment property, it will not be reversed in any
subsequent period.
When an investment property is sold, transferred, retired or damaged, the Group recognizes the
amount of any proceeds on disposal net of the carrying amount and related taxes in profit or loss
for the period.
14. Fixed assets
14.1 Recognition criteria for fixed assets
Fixed assets are tangible assets that are held for use in the production or supply of goods or
services, for rental to others, or for administrative purposes, and have useful lives of more than
one accounting year. A fixed asset is recognized only when it is probable that economic benefits
associated with the asset will flow to the Group and the cost of the asset can be measured reliably.
Fixed assets are initially measured at cost. Upon being restructured into a stock company, the
fixed assets initially contributed by the state-owned shareholders are recognized based on the
valuation amounts confirmed by the state-owned assets administration department.
- 31 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
14. Fixed assets - continued
14.1 Recognition criteria for fixed assets - continued
Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and
if it is probable that economic benefits associated with the asset will flow to the Group and the
subsequent expenditures can be measured reliably. Meanwhile the carrying amount of the
replaced part is derecognized. Other subsequent expenditures are recognized in profit or loss in
the period in which they are incurred.
14.2 Depreciation of each category of fixed assets
A fixed asset is depreciated over its useful life using the straight-line method starting from the
month subsequent to the one in which it is ready for intended use. The useful life, estimated net
residual value rate and annual depreciation rate of each category of fixed assets are as follows:
Estimated Estimated Annual
Category useful lives residual value depreciation rate
Harbor facilities 5 - 50 years 10% 1.8%-18%
Warehouses, container
5 - 40 years 10% 2.25%-18%
yards and buildings
Machinery and
5 - 15 years 10% 6%-18%
equipments
Motor vehicles, cargo
5 - 20 years 10% 4.5%-18%
ships and tugboats
Other equipments 5 years 10% 18%
Estimated net residual value of a fixed asset is the estimated amount that the Group would
currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the
asset were already of the age and in the condition expected at the end of its useful life.
14.3 The method of impairment test and provision for impairment losses of fixed assets
The Group assesses at the balance sheet date whether there is any indication that the fixed assets
may be impaired. If there is any indication that such assets may be impaired, recoverable amounts
are estimated for such assets. Recoverable amount is estimated on an item-by-item basis. If it is
not practical to estimate the recoverable amount of an individual asset, the recoverable amount of
the asset group to which the asset belongs will be estimated. If the recoverable amount of an asset
or an asset group is less than its carrying amount, the deficit is accounted for as an impairment
loss and is recognized in profit or loss.
Once the impairment loss of such assets is recognized, it shall not be reversed in any subsequent
period.
- 32 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
14. Fixed assets - continued
14.4 Other explanations
The Group reviews the useful life and estimated net residual value of a fixed asset and the
depreciation method applied at least once at each financial year-end, and account for any change
as a change in an accounting estimate.
If a fixed asset is upon disposal or no future economic benefits are expected to be generated from
its use or disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired
or damaged, the amount of any proceeds on disposal of the asset net of the carrying amount and
related taxes is recognized in profit or loss for the period.
15. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include various
construction expenditures during the construction period, borrowing costs capitalized before it is
ready for intended use and other relevant costs. Construction in progress is not depreciated.
Construction in progress is transferred to a fixed asset when it is ready for intended use.
The Group assesses at the balance sheet date whether there is any indication that construction in
progress may be impaired. If there is any indication that such assets may be impaired, recoverable
amounts are estimated for such assets. Recoverable amount is estimated on an item-by-item basis.
If it is not practical to estimate the recoverable amount of an individual asset, the recoverable
amount of the asset group to which the asset belongs will be estimated. If the recoverable amount
of an asset or an asset group is less than its carrying amount, the deficit is accounted for as an
impairment loss and is recognized in profit or loss.
Once the impairment loss of construction in progress is recognized, it shall not be reversed in any
subsequent period.
16. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying
asset are capitalized when expenditures for such asset and borrowing costs are incurred and
activities relating to the acquisition, construction or production of the asset that are necessary to
prepare the asset for its intended use or sale have commenced. Capitalization of borrowing costs
ceases when the qualifying asset being acquired, constructed or produced becomes ready for its
intended use or sale. Capitalization of borrowing costs is suspended during periods in which the
acquisition, construction or production of a qualifying asset is interrupted abnormally and when
the interruption is for a continuous period of more than 3 months. Capitalization is suspended
until the acquisition, construction or production of the asset is resumed. Other borrowing costs are
recognized as an expense in the period in which they are incurred.
- 33 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be
capitalized is the actual interest expense incurred on that borrowing for the period less any bank
interest earned from depositing the borrowed funds before being used on the asset or any
investment income on the temporary investment of those funds. Where funds are borrowed under
general-purpose borrowings, the Group determines the amount of interest to be capitalized on
such borrowings by applying a capitalization rate to the weighted average of the excess of
cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The
capitalization rate is the weighted average of the interest rates applicable to the general-purpose
borrowings.
During the capitalization period, exchange differences related to a specific-purpose borrowing
denominated in foreign currency are all capitalized. Exchange differences in connection with
general-purpose borrowings are recognized in profit or loss in the period in which they are
incurred.
17. Intangible assets
17.1 Intangible assets
Intangible assets include land use rights, coastal line use rights and computer software.
An intangible asset is measured initially at cost. Upon being restructured into a stock company,
the intangible assets initial contributed by the state-owned shareholders are recognized based on
the valuation amounts confirmed by the state-owned assets administration department. When an
intangible asset with a finite useful life is available for use, its original cost is amortized over its
estimated useful life.
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization
method at the end of the period, and makes adjustments when necessary.
17.2 The method of impairment test and provision for impairment losses of intangible assets
The Group assesses at the balance sheet date whether there is any indication that the intangible
assets with a finite useful life may be impaired. If there is any indication that such assets may be
impaired, recoverable amounts are estimated for such assets. Recoverable amount is estimated on
individual basis. If it is not practical to estimate the recoverable amount of an individual asset, the
recoverable amount of the asset group to which the asset belongs will be estimated. If the
recoverable amount of an asset or an asset group is less than its carrying amount, the deficit is
accounted for as an impairment loss and is recognized in profit or loss.
Intangible assets with indefinite useful life and intangible assets not yet available for use are
tested for impairment annually, irrespective of whether there is any indication that the assets may
be impaired.
Once the impairment loss of such asset is recognized, it shall not be reversed in any subsequent
period.
- 34 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
18. Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and amortized over
the current and subsequent periods (together of more than one year). Long-term prepaid expenses
are amortized using the straight-line method over the expected periods in which benefits are
derived.
19. Revenue
19.1 Revenue from rendering of services
The Group provides load and unload services, tugboat and trailer services, logistics agency and
other related harbor services to customers. Revenue from rendering of services is recognized
when (1) the amount of revenue can be measured reliably; (2) it is probable that the associated
economic benefits will flow to the enterprise; and (3) the associated costs incurred or to be
incurred can be measured reliably.
19.2 Rental income
The operating lease income of investment property should be recognized in the lease term at the
price stated in contract or agreements using the straight-line method.
19.3 Interest income
Interest income is calculated based on the length of time for which the Group's cash is used by
others and the applicable interest rate.
20. Government grants
Government grants are transfer of monetary assets or non-monetary assets from the government to
the Group at no consideration. A government grant is recognized only when the Group can
comply with the conditions attached to the grant and the Group will receive the grant.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount
received or receivable. If a government grant is in the form of a non-monetary asset, it is
measured at fair value. If the fair value cannot be reliably determined, it is measured at a nominal
amount. A government grant measured at a nominal amount is recognized immediately in profit
or loss for the period.
A government grant related to an asset is recognized as deferred income, and evenly amortized to
profit or loss over the useful life of the related asset.
A government grant relating to income, if used to compensate the related expenses or losses to be
incurred in subsequent periods, is determined as deferred income and recognised in profit or loss
over the periods in which the related costs are recognized; if used to compensate the related
expenses or losses already incurred, is recognised immediately in profit or loss for the period.
- 35 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
20. Government grants - continued
For a government grant related to income, if the grant is a compensation for related expenses or
losses to be incurred in subsequent periods, the grant is recognized as deferred income in profit or
loss over the periods in which the related costs are recognized. If the grant is a compensation for
related expenses or losses already incurred, the grant is recognized immediately in profit or loss
for the period.
21. Deferred tax assets/ deferred tax liabilities
The income tax expenses include current income tax and deferred income tax.
21.1 Current income tax
At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods
are measured at the amount expected to be paid (or recovered) according to the requirements of
tax laws.
21.2 Deferred tax assets and deferred tax liabilities
For temporary differences between the carrying amounts of certain assets or liabilities and their
tax base, or between the nil carrying amount of those items that are not recognized as assets or
liabilities and their tax base that can be determined according to tax laws, deferred tax assets and
liabilities are recognized using the balance sheet liability method.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred
tax assets for deductible temporary differences are recognized to the extent that it is probable that
taxable profits will be available against which the deductible temporary differences can be utilized.
However, for temporary differences associated with the initial recognition of goodwill and the
initial recognition of an asset or liability arising from a transaction (not a business combination)
that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of
transaction, no deferred tax asset or liability is recognized.
For deductible losses and tax credits that can be carried forward, deferred tax assets are
recognized to the extent that it is probable that future taxable profits will be available against
which the deductible losses and tax credits can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with
investments in subsidiaries and associates, and interests in joint ventures, 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. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only
recognized to the extent that it is probable that there will be taxable profits against which to utilize
the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
- 36 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
21. Deferred tax assets/ deferred tax liabilities - continued
21.2 Deferred tax assets and deferred tax liabilities - continued
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates
applicable in the period in which the asset is realized or the liability is settled according to tax
laws.
Current and deferred tax expenses or income are recognized in profit or loss for the period, except
when they arise from transactions or events that are directly recognized in other comprehensive
income or in equity, in which case they are recognized in other comprehensive income or in
equity, and when they arise from business combinations, in which case they adjust the carrying
amount of goodwill.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it
is no longer probable that sufficient taxable profits will be available in the future to allow the
benefit of deferred tax assets to be utilized. Any such reduction in amount is reversed when it
becomes probable that sufficient taxable profits will be available.
When the Group has a legal right to settle on a net basis and intends either to settle on a net basis
or to realize the assets and settle the liabilities simultaneously, current tax assets and current tax
liabilities are offset and presented on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and
deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities which intend either to settle
current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously,
in each future period in which significant amounts of deferred tax assets or liabilities are expected
to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net
basis.
22. Operating leases and finance leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
22.1 The Group as lessee under operating leases
Operating lease payments are recognized on a straight-line basis over the term of the relevant
lease, and are either included in the cost of related asset or charged to profit or loss for the period.
Initial direct costs incurred are charged to profit or loss for the period. Contingent rents are
charged to profit or loss in the period in which they are actually incurred.
- 37 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
22. Operating leases and finance leases - continued
22.2 The Group as lessor under operating leases
Rental income from operating leases is recognized in profit or loss on a straight-line basis over the
term of the relevant lease. Initial direct costs with more than an insignificant amount are
capitalized when incurred, and are recognized in profit or loss on the same basis as rental income
over the lease term. Other initial direct costs with an insignificant amount are charged in profit or
loss in the period in which they are incurred. Contingent rents are charged to profit or loss in the
period in which they actually arise.
23. Safety Production Cost
According to the Administrative Rules on Provision and Use of Enterprise Safety Production Cost
jointly issued by the Ministry of Finance and the State Administration of Work Safety on 14
February 2012 (filed as Cai Qi [2012] No. 16), safety production cost set aside by the Group is
directly included in the cost of relevant products or recognized in profit or loss for the period, as
well as the special reserve. When safety production cost set aside is utilized, if the costs incurred
can be categorized as expenditure, the costs incurred should be charged against the special reserve.
If the costs set aside are used to build up fixed assets, the costs should be charged to construction
in progress, and reclassified to fixed assets when the safety projects are ready for intended use.
Meantime, expenditures in building up fixed assets are directly charged against the special reserve
with the accumulated depreciation recognized at the same amount. Depreciation will not be made
in the future period on such fixed assets.
24. Other significant accounting policies, accounting estimates, and preparation of financial
statements
24.1 Employee benefits
In an accounting period in which an employee has rendered service to the Group, the Group
recognizes the employee benefits for that service as a liability, except for compensation for
termination of employment relationship with the employees.
The Group participates in the employee social security programmes, such as basic pensions,
medical insurance, housing funds and other social securities established by the government in
accordance with relevant requirements. The related expenditures are either included in cost of
related assets or charged to profit or loss for the period when they occur.
When the Group terminates the employment relationship with employees before the expiry of the
employment contracts or provides compensation as an offer to encourage employees to accept
voluntary redundancy, if the Group has a formal plan for termination of employment relationship
or has made an offer for voluntary redundancy which will be implemented immediately, and the
Group cannot unilaterally withdraw from the termination plan or the redundancy offer, a
provision for the compensation payable arising from the termination of employment relationship
with employees is recognized in profit or loss for the period.
- 38 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
25. Critical judgments in applying accounting policies and key assumptions and
uncertainties in accounting estimates
In the application of accounting policies as set out above, the Company is required to make
judgments, estimates and assumptions about the carrying amounts of items in the financial
statements that cannot be measured accurately, due to the internal uncertainty of the operating
activities. These judgments, estimates and assumptions are based on historical experiences of the
Company's management as well as other factors that are considered to be relevant. Actual results
may differ from these estimates.
The Company regularly reviews the judgments, estimates and assumptions on a going concern
basis. Changes in accounting estimates which only affect the current period should be recognized
in current period; changes which not only affect the current but the future periods should be
recognized in current and future periods. At the balance sheet date, key assumptions and
uncertainties that are likely to lead to significant adjustments to the book values of assets and
liabilities in the future are:
25.1 Goodwill impairment
On 31 December 2013, the book value of goodwill is RMB10,858,898.17. For the purpose of
impairment testing, the present value of the expected future cash flows of the assets group or
portfolio including goodwill shall be calculated, and such expected future cash flows shall be
estimated. Meantime, a pre-tax rate shall be determined that should reflect the time value of
money on the current market and the specific asset risks.
25.2 Recognition of deferred tax
The Group calculates and makes provision for deferred income tax liabilities according to the
profit distribution plan of subsidiaries, associates and the joint ventures subject to the related law.
For retained earnings which are not allocated by the investment company, since the profits will be
used to invest the company's daily operation and future development, no deferred income tax
liabilities are recognized. If the actually distributed profits in the future are more or less than those
expected, corresponding deferred tax liabilities will be recognized or reversed at the earlier of
profits distribution date and the declaration date, in the profit and loss of the current period.
Deferred tax assets are recognized based on the deductible temporary difference and the
corresponding tax rate, to the extent that it has become probable that future taxable profit will be
available for the deductible temporary difference. If in the future the actual taxable income does
not coincide with the amount currently expected, the deferred tax assets resulting will be
recognized or reversed in the period when actually incurred, in profit or loss.
- 39 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
26. Changes in accounting estimates
According to Motion to Change the Provision Method and Proportion of Accounts Receivables
considered and approved at the fourth extraordinary session of the seventh board of Directors on
March 8th 2013 held by the Company, the Group changes the provision method and proportions of
accounts receivables since January 1st, 2013, in order to keep consistent with the ultimate actual
controllers’ provision method and proportion of accounts receivables of the Company. Details are
as follows：
Provision rate of accounts receivable and other receivables (%)
Aging Before the change After the change
Within 90 days 0
0
(inclusive)
More than 91 0-3
days
0
but not exceeding
183 days
More than 184 5
days
0
but not exceeding
1 year
More than 1 year 20
but not exceeding 0-10
2 years
More than 2year 50
but not exceeding 0-30
3 years
More than 3 years 0-100 100
With regard to the above changes in accounting estimates, the Group adopts such changes
prospectively. The changes in accounting estimates reduced the consolidated net profit for the
year 2013 by RMB 295,850.01, of which RMB 216,791.16 is attributable to shareholders of the
parent company.
- 40 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(III) TAXES
1. Major taxes and tax rates
Taxes Tax basis Tax rate
Enterprise income Taxable income
Note1
tax
Value-add Tax Load and unload income, tugboat income, trailer income,
6% (Note 2)
warehousing income and agency income
Taxable income from vehicle maintenance and utilities
13% and17%
supplies on ships in shore
Taxable income from sales of scraps 3%
Business tax Taxable load and unload income, tugboat income and trailer
3 % (Note 2)
income
Taxable warehousing and agency income 5 % (Note 2)
Rental income 5%
Urban maintenance VAT and Business tax paid
5% and 7 % (Note 3)
and construction tax
Education surplus VAT and Business tax paid 3%
Regional education VAT and Business tax paid
2%
surplus
Note 1: The income tax rate applicable to the subsidiaries in mainland China for 2013 is 25%
(2012:25%).
The profit tax rate applicable to Chiwan Wharf Holdings (HK) Limited and Chiwan
Shipping (HK) Company Limited, subsidiaries located in Hong Kong, is 16.5%.
On 21 February 2012, Machong Branch of National Taxation Bureau in Dongguan City
approved that Dongguan Chiwan Wharf Co., Ltd (DGW), a subsidiary of the Group, was
subjected to tax preference of "3-year exemption followed by 3-year half reduction"
commencing from its first profit-making year. 2013 is its fourth profit-making year; hence,
DGW has calculated its income tax at a rate of 12.5% (2012: 0%).
According to Doc. [2004] No.538 issued by the Third Branch of Local Taxation Bureau in
Shenzhen, the profit derived from berth #12 of Chiwan Container Terminal Company
Limited which has been under construction and put into operation by stages, 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 requirements are met.
2013 is the tenth profit-making year of berth #12; hence, Chiwan Container Terminal
Company Limited has calculated its income tax at a rate of 12.5% (2012: 12.5%).
- 41 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(II) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
1. Major taxes and tax rates - continued
According to Doc. [2007] No.40 issued by Shekou Local Taxation Bureau in Shenzhen,
the profit derived from berth #13 of Chiwan Container Terminal Company Limited which
has been under construction and put into operation by stages, 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 requirements are met. 2013 is the
ninth profit-making year of berth #13; hence, Chiwan Container Terminal Company
Limited has calculated its income tax at a rate of 12.5% (2012: 12.5%).
According to Doc. [2013] No.3 issued by Shekou Local Taxation Bureau In Shenzhen, the
profits derived from berth #13A of Shenzhen Chiwan Harbour Container Company
Limited, is entitled to full exemption from income tax for three years commencing from
its first profit making year and 50% exemption for the following three year when certain
requirements are met. 2013 is the second profit-making year of berth #13A; hence, it has
been exempted from enterprise income tax.
Note 2: The load and unload income, tugboat income and trailer income derived from 1 January to
31 October 2012 were subject to business tax rate of 3%, and warehousing income,
agency income and rental income were subject to business tax rate of 5%. According to
the Notice on Pilot Transforming Business Tax to Value Added Tax in Transportation and
Certain Modern Service Sectors in 8 Provinces/Municipalities issued by the Ministry of
Finance and State Administration of Taxation (filed as Cai Shui [2012] No.71), the above-
mentioned income of the Group is subject to VAT rate of 6% applicable in modern
service industry instead of business tax, since the date of November 1st 2012.
According to the Notice on Taxable Services Subject to "VAT" Tax Rate of Zero and
Exemption issued by the Ministry of Finance and State Administration of Taxation (filed
as Cai Shui [2011] No.131), and approvals released by Shekou National Taxation Bureau
in Shenzhen (filed as Jian Mian Bei [2012] No.0686, No.0693, No.0834 and .Jian Mian
Bei [2013] No.0136 respectively), Container Terminal Company Limited, Shenzhen
Chiwan Harbor Container Company Limited and Shenzhen Chiwan Shipping and
Transportation Company Limited, the subsidiaries of the Company, are exempt from
"VAT" when providing logistics support service (except for warehousing service).
Note 3: The subsidiaries set up in Shenzhen are subject to an urban maintenance and construction
tax rate of 7%, and those set up in Dongguan are subject to an urban maintenance and
construction tax rate of 5%.
- 42 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(IV) BUSINESS COMBINATIONS AND CONSOLIDATED FINANCIAL STATEMENTS
1. Information of subsidiaries
(1) Subsidiaries established or acquired through investments
Unit: RMB
Registered Balance of other Amount of the minority
Capital(in ten items substantively Proportion interest used to absorb
thousand Yuan Actual capital constituting net of Proportion profit or loss
Type of the Place of Nature of unless otherwise Business contribution at the investments in the ownership of voting Consolida Minority attributable to minority
Full name of the subsidiary subsidiary incorporation business stated) scope end of the period subsidiary Interest (%) power (%) ted or not interests interest
Logistics
Shenzhen Chiwan International Limited liability
Shenzhen, PRC support 550.00 Shipping agency service 5,500,000.00 - 100.00 100.00 Yes N/A N/A
Freight Agency Company Limited Company
services
Logistics
Shenzhen Chiwan Terminal Company Limited liability
Shenzhen, PRC support 5,000.00 Port services 50,000,000.00 - 100.00 100.00 Yes N/A N/A
Limited Company
services
Logistics
Shenzhen Chiwan Trains-Grains Limited liability
Shenzhen, PRC support 4,500.00 Warehousing of grains 45,000,000.00 - 100.00 100.00 Yes N/A N/A
Terminal Company Limited Company
services
Limited liability Hong Kong SAR,
Chiwan Wharf Holdings (H.K.) Limited Investments HKD1,000,000.00 Investment holding 1,070,000.00 11,004,285.00 100.00 100.00 Yes N/A N/A
Company PRC
Logistics
Dongguan Chiwan Wharf Company Limited liability Port services, warehousing
Dongguan, PRC support 45,000.00 382,500,000.00 - 85.00 85.00 Yes 79,462,894.69 -
Limited Company and supporting services
services
Logistics
Dongguan Chiwan Terminal Limited liability Port services, warehousing
Dongguan, PRC support 40,000.00 400,000,000.00 - 100.00 100.00 Yes N/A N/A
Company Limited(Note 1) Company and supporting services
services
Limited liability British Virgin
Grossalan Investments Limited Investments USD 1.00 Investment holding 8.00 - 100.00 100.00 Yes N/A N/A
Company Islands
Hinwin Development Company Limited liability Hong Kong SAR,
Investments HKD10,000.00 Investment holding 6,278,500.00 94,014,181.00 100.00 100.00 Yes N/A N/A
Limited Company PRC
- 43 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(IV) BUSINESS COMBINATIONS AND CONSOLIDATED FINANCIAL STATEMENTS
- continued
1. Information of subsidiaries - continued
(2) Subsidiaries acquired through a business combination involving enterprises under common control
Unit: RMB
Registered Balance of other Proportion Amount of the minority
Capital(in ten items substantively of interest used to absorb
thousand Yuan Actual capital constituting net ownership Proportion profit or loss
Type of the Place of Nature of unless otherwise Business contribution at the investments in the interest of voting Consolidated attributable to minority
Full name of the subsidiary subsidiary incorporation business stated) scope end of the period subsidiary (%) power (%) or not Minority interests interest
Logistics
Shenzhen Chiwan Harbour Container Limited liability Container handling and other
Shenzhen, PRC support 28,820.00 250,920,000.00 - 100.00 100.00 Yes N/A N/A
Company Limited Company port services
services
Logistics Container transportation,
Shenzhen Chiwan Transportation Limited liability
Shenzhen, PRC support 1,500.00 vehicle and port machinery 7,000,000.00 - 100.00 100.00 Yes N/A N/A
Company Limited Company
services maintenance
Logistics
Chiwan Container Terminal Limited liability USD Container handling and other
Shenzhen, PRC support 485,990,004.00 - 55.00 55.00 Yes 700,766,894.41 -
Company Limited Company 95,300,000.00 port services
services
Logistics
Shenzhen Chiwan Shipping and Limited liability
Shenzhen, PRC support 2,400.00 Cargo shipping 24,000,000.00 - 100.00 100.00 Yes N/A N/A
Transportation Company Limited Company
services
Logistics
Chiwan Shipping (H.K.) Company Limited liability Hong Kong SAR,
support HKD 800,000.00 Shipping agency service 856,000.00 - 100.00 100.00 Yes N/A N/A
Limited Company PRC
services
Note1: Dongguan Chiwan Wharf Co., Ltd (DGW) is a subsidiary jointly owned by the Company holding 25% of the equity capital and Chiwan
Wharf Holdings (H.K.) Limited (a subsidiary of the Company) holding 75% of the equity capital respectively. On March 20th, 2013, the
Company added capital of RMB100, 000,000.00 to DGW. After the capital increase, the registered capital of DGW is changed to RMB
400,000,000.00 and the Company and Chiwan Wharf Holdings (H.K.) Limited hold DGW’s 43.75% and 56.25% equity capital respectively.
- 44 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(IV) BUSINESS COMBINATIONS AND CONSOLIDATED FINANCIAL STATEMENTS
- continued
2. No new entities that have been consolidated in the current period or entities that are
excluded from consolidation in the current period
3. Number of subsidiaries is not decreased in the current period due to sales of equity
interest resulting in loss of control
4. Exchange rate for translating major financial statement items of foreign operations
Unit: RMB
Currency Balance Sheet Income statement
HKD 0.7862 0.7926
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Currency Funds
Unit: RMB
Closing balance Opening balance
Exchange Exchange
Item Original currency rate Amount in RMB Original currency rate Amount in RMB
Cash:
RMB 9,699.39 1.0000 9,699.39 12,057.67 1.0000 12,057.67
USD 71.00 6.0969 432.88 71.00 6.2855 446.27
HKD 703.79 0.7862 553.32 2,326.17 0.8109 1,886.29
Subtotal 10,685.59 14,390.23
Bank deposit:
RMB 607,052,542.23 1.0000 607,052,542.23 182,788,276.23 1.0000 182,788,276.23
USD 12,027,862.01 6.0969 73,332,671.91 4,459,141.14 6.2855 28,027,931.64
HKD 42,130,496.98 0.7862 33,122,996.73 126,184,466.86 0.8109 102,322,985.17
Subtotal 713,508,210.87 313,139,193.04
Other currency funds:
(Note)
RMB 2,020,462.78 1.0000 2,020,462.78 1,688,161.07 1.0000 1,688,161.07
USD - 6.0969 - - 6.2855 -
HKD 200.00 0.7862 157.24 17,046.74 0.8109 13,823.20
Subtotal 2,020,620.02 1,701,984.27
Total 715,539,516.48 314,855,567.54
Note: The balance of other currency funds is mainly the amount deposited in the securities
settlement account of China Merchants Securities Co., Ltd.
- 45 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
2. Accounts receivable
(1) Disclosure of accounts receivable by categories:
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Item Amount (%) Amount (%) Amount (%) Amount (%)
Accounts receivable that are individually
significant and for which bad debt provision - - - - - - - -
has been assessed individually(Note)
Accounts receivable for which bad debt provision has been assessed by portfolios
Portfolio 1 4,114,310.45 1.84 - - 4,854,248.63 1.93 - -
Portfolio 2 219,641,091.44 98.16 313,924.90 0.14 246,890,645.82 98.07 323,933.08 0.13
Subtotal of portfolios 223,755,401.89 100.00 313,924.90 0.14 251,744,894.45 100.00 323,933.08 0.13
Total 223,755,401.89 100.00 313,924.90 0.14 251,744,894.45 100.00 323,933.08 0.13
Note: Top five balances of accounts receivable are deemed as individually significant accounts
receivable by the Group.
Aging analysis of accounts receivable is as follows:
Unit: RMB
Closing balance Opening balance
Carrying Proportion Bad debt Carrying Proportion Bad debt
Aging amount (%) provision Book value amount (%) provision Book value
Within 1 year 222,734,678.59 99.54 99,249.04 222,635,429.55 251,172,094.05 99.77 147,781.00 251,024,313.05
More than 1 year
985,619.30 0.44 197,123.86 788,495.44 495,810.40 0.20 99,162.08 396,648.32
but not exceeding 2 years
More than 2 years
35,104.00 0.02 17,552.00 17,552.00 - - - -
but not exceeding 3 years
More than 3 years - - - - 76,990.00 0.03 76,990.00 -
Total 223,755,401.89 100.00 313,924.90 223,441,476.99 251,744,894.45 100.00 323,933.08 251,420,961.37
Accounts receivable portfolios for which bad debt provision has been assessed using the
aging analysis approach:
Unit: RMB
Closing balance Opening balance
Carrying Proportion Bad debt Carrying Proportion Bad debt
Aging amount (%) provision Book value amount (%) provision Book value
Within 1 year 218,620,368.14 99.54 99,249.04 218,521,119.10 246,317,845.42 99.77 147,781.00 246,170,064.42
More than 1 year
985,619.30 0.45 197,123.86 788,495.44 495,810.40 0.20 99,162.08 396,648.32
but not exceeding 2 years
More than 2 years
35,104.00 0.01 17,552.00 17,552.00 - - - -
but not exceeding 3 years
More than 3 years - - - - 76,990.00 0.03 76,990.00 -
Total 219,641,091.44 100.00 313,924.90 219,327,166.54 246,890,645.82 100.00 323,933.08 246,566,712.74
- 46 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
2. Accounts receivable - continued
(2) Top five companies with the largest balances of accounts receivable:
Unit: RMB
Proportion of the
amount to the total
Relationship with accounts receivable
Name of customer the Company Amount Aging (%)
Customer A Customer 74,328,976.29 Within 1 year 33.27
Customer B Customer 29,322,698.24 Within 1 year 13.12
Customer C Customer 11,928,034.74 Within 1 year 5.34
Customer D Customer 11,746,881.43 Within 1 year 5.26
Customer E Customer 6,739,226.23 Within 1 year 3.02
Total 134,065,816.93 60.01
(3) As at 31 December 2013, no balances included in above accounts receivable are due from the
shareholders of the Company who hold over 5% voting right. Please see Note (VI) 6 for
receivables from related parties.
3. Prepayments
(1) Aging analysis of prepayments is as follows:
Unit: RMB
Closing balance Opening balance
Item Amount Proportion (%) Amount Proportion (%)
Within 1 year 1,662,772.86 98.27 1,623,036.67 100.00
More than 1 year
29,239.00 1.73 - -
but not exceeding 2 years
Total 1,692,011.86 100.00 1,623,036.67 100.00
(2) Disclosure of prepayments by categories:
Unit: RMB
Item Closing balance Opening balance
Insurance 1,356,653.64 1,375,091.67
Equipment 318,858.22 138,439.00
Consultancy and advisory 16,500.00 16,500.00
Decoration - 93,006
Total 1,692,011.86 1,623,036.67
(3) As at 31 December 2013, no balances included in above prepayments are due from the
shareholders of the Company who hold over 5% voting right.
- 47 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT – continued
4、Dividends receivable
Unit: RMB
Opening Impairment
Item balance Increase Decrease Closing balance appeared or not
Dividends receivable of aging within one
- 70,387,518.27 67,052,532.77 3,334,985.50 No
year
Including: China Overseas Harbor Affairs
- 19,734,686.52 19,734,686.52 - No
(Laizhou) Co., Ltd.
China Merchants Holdings
(International) Information - 1,655,355.54 1,655,355.54 - No
Technology Company Ltd
MediaPortInvestmentsLimited - 44,852,976.21 41,517,990.71 3,334,985.50 No
China Ocean Shipping Agency
- 3,784,500.00 3,784,500.00 - No
(Shenzhen) Company Limited
Jiang Su Ninghu Expressway
- 360,000.00 360,000.00 - No
Company Limited
Total - 70,387,518.27 67,052,532.77 3,334,985.50
5. Other receivables
(1) Disclosure of other receivables by categories:
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Category Amount (%) Amount (%) Amount (%) Amount (%)
Other receivables that are individually
significant and for which bad debt provision - - - - - - - -
has been assessed individually
Other receivables for which bad debt provision has been assessed by portfolios
Portfolio 1 9,126,793.25 69.67 125,160.67 1.37 9,923,060.13 60.91 89,568.91 0.90
Portfolio 2 3,972,386.17 30.33 394,338.90 9.93 6,368,240.36 39.09 217,678.44 3.42
Subtotal of portfolios 13,099,179.42 100.00 519,499.57 3.97 16,291,300.49 100.00 307,247.35 1.89
Total 13,099,179.42 100.00 519,499.57 3.97 16,291,300.49 100.00 307,247.35 1.89
Note: Top five balances of other receivables are deemed as individually significant other
receivables by the Group.
Aging analysis of other receivables is as follows:
Unit: RMB
Closing balance Opening balance
Carrying Proportion Bad debt Carrying Proportion Bad debt
Aging amount (%) provision Book value amount (%) provision Book value
Within 1 year 6,296,028.40 48.06 10,508.79 6,285,519.61 9,629,102.99 59.10 26,070.69 9,603,032.30
More than 1 year
1,107,449.23 8.45 373.51 1,107,075.72 3,743,930.94 22.98 55,669.36 3,688,261.58
but not exceeding 2 years
More than 2 years
2,914,884.39 22.25 - 2,914,884.39 1,439,452.42 8.84 195,728.30 1,243,724.12
but not exceeding 3 years
More than 3 years 2,780,817.40 21.24 508,617.27 2,272,200.13 1,478,814.14 9.08 29,779.00 1,449,035.14
Total 13,099,179.42 100.00 519,499.57 12,579,679.85 16,291,300.49 100.00 307,247.35 15,984,053.14
- 48 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
5. Other receivables - continued
(1) Disclosure of other receivables by categories - continued:
Other receivables portfolios for which bad debt provision has been assessed using the aging
analysis
Unit: RMB
Closing balance Opening balance
Carrying Bad debt Carrying Bad debt
Aging amount Proportion (%) provision Book value amount Proportion (%) provision Book value
Within 1 year 3,587,062.01 90.30 10,508.79 3,576,553.22 5,984,783.38 93.98 25,950.14 5,958,833.24
More than 1 year
1,867.56 0.05 373.51 1,494.05 - - - -
but not exceeding 2 years
More than 2 years
- - - - 383,456.98 6.02 191,728.30 191,728.68
but not exceeding 3 years
More than 3 years 383,456.60 9.65 383,456.60 - - - - -
Total 3,972,386.17 100.00 394,338.90 3,578,047.27 6,368,240.36 100.00 217,678.44 6,150,561.92
(2) Top five companies with the largest balances of other receivables:
Unit: RMB
Proportion of the amount
Relationship with to the total accounts
Name of company the Company Amount Aging receivable (%)
More than 2 years
Government
1,600,000.00 but not exceeding 12.21
Sector
Financial Secretary of Transport Ministry 3 years
Wan Feng Shipping Co., Ltd. Customer 1,287,147.13 Within 1 year 9.83
CMBL Related party 1,000,000.00 Within 1 year 7.63
Guangzhou Taihe Ocean International Freight
Customer 870,325.76 Within 1 year 6.64
Forwarding Co., Ltd.
Shenzhen Pingnan Railway Co., Ltd. Customer 540,000.00 Within 1 year 4.12
Total More than 2 years
5,297,472.89 but not exceeding 40.43
3 years
(3) As at 31 December 2013, no balances included in above other receivables are due from the
shareholders of the Company who hold over 5% voting right. Please see Note (VI) 6 for
receivables from related parties.
6. Inventories
(1) Categories of inventories
Unit: RMB
Closing Balance Opening Balance
Provision for Provision for
Carrying decline in value Carrying decline in value
Item amount of inventories Book value amount of inventories Book value
Spare parts 20,755,196.60 974,871.14 19,780,325.46 20,457,424.80 792,118.39 19,665,306.41
Fuel 1,417,014.73 - 1,417,014.73 1,635,457.45 - 1,635,457.45
Low value consumables 56,015.99 - 56,015.99 24,807.43 - 24,807.43
Total 22,228,227.32 974,871.14 21,253,356.18 22,117,689.68 792,118.39 21,325,571.29
- 49 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
6. Inventories - continued
(2) Movement of inventories is analyzed as follows:
Unit: RMB
Item Opening balance Increase Decrease Closing balance
Spare parts 20,457,424.80 36,842,238.54 36,544,466.74 20,755,196.60
Fuel 1,635,457.45 42,813,998.61 43,032,441.33 1,417,014.73
Low value consumables 24,807.43 630,871.48 599,662.92 56,015.99
Total 22,117,689.68 80,287,108.63 80,176,570.99 22,228,227.32
(3) Provision for decline in value of inventories
Unit: RMB
Decrease
Item Opening balance Increase Reversal Write-off Closing balance
Spare parts 792,118.39 182,752.75 - - 974,871.14
7、Other current assets
Unit: RMB
Item Closing balance Opening balance
Added-value tax to be certified 15,672,486.73 8,956,589.43
8. Available-for-sale financial assets
Unit: RMB
Item Closing balance Opening balance
Available-for-sale financial assets (Note) 5,580,000.00 5,210,000.00
Note: The available-for-sale financial assets held by the Company represent the fair value of the
circulating shares of Jiang Su Ninghu Expressway Company Ltd at the end of the year.
Available-for-sale financial assets:
Unit: RMB
Available-for- Available-for-
sale equity sale debt
Classification of available-for-sale financial assets instruments instruments Others Total
Cost of equity instruments/ Closing amortized cost of debt
1,120,000.00 - - 1,120,000.00
instruments
Closing fair value 5,580,000.00 - - 5,580,000.00
Accumulated amount of changes in fair value included in the
4,460,000.00 - - 4,460,000.00
other comprehensive income
Provision amount for impairment - - - -
- 50 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
9. Investments in joint ventures and associates
Unit: RMB
Proportion Proportion
of of voting
ownership power in the
interests investee Investee's total
held by the held by the Investee's total assets at liabilities at the end of Total net assets at the Total operating income
Investee Group (%) Group (%) the end of the period the period end of the period for the period Net profit for the period
I. Joint ventures
China Overseas Harbor Affairs
40.00 40.00 2,157,527,582.53 265,540,406.40 1,891,987,176.13 300,487,702.31 70,268,048.80
(Laizhou) Co., Ltd.(Note 1)
II. Associates
China Merchants Holdings
(International) Information 23.16 23.16 77,894,322.16 17,052,169.42 60,842,152.74 73,453,927.69 6,285,283.60
Technology Company Ltd.
CMBL 40.00 40.00 2,105,335,486.99 1,427,727,957.53 677,607,529.46 189,827,039.85 19,374,791.08
Media Port Investments
50.00 50.00 HKD2,948,618,767.86 HKD1,932,480,966.50 HKD1,016,137,801.36 HKD693,772,270.29 HKD224,293,057.34
Limited("MPIL")(Note 2)
China Development Finance Co.,
20.00 20.00 1,908,559,441.61 1,403,033,745.86 505,525,695.75 19,442,819.95 5,525,695.75
Ltd.
Note 1: The Company holds 40% equity interests in China Overseas Harbor Affairs (Laizhou) Co.,
Ltd. (hereinafter "COHA (Laizhou)"). According to the investment agreement with
shareholders of COHA (Laizhou) and its constitutions, significant matters such as
operating decisions can be passed only when approved by directors of the Company and
the other venturers. Therefore, COHA (Laizhou) is deemed to be under common control
of Chiwan Wharf and the other shareholders; accordingly COHA (Laizhou) is accounted
for as a joint venture.
Note 2: 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 "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 jointly set up Media Port Investments Limited (the "MPIL") with equal
percentage of equity held respectively. MPIL then incorporates the abovementioned three
joint ventures together with SSOG, and MPIL has 60% equity in each of the three joint
ventures.
The Company has 50% equity of MPIL which is the investment holding company. Thus,
MPIL is accounted for as an associate and the share of equity in its consolidated financial
statements is based on proportion of shareholding since the Company holds 30% voting
rights in Mawan Company despite no director being sent to MPIL.
- 51 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
10. Long-term equity investments
(1) Categories of Long-term equity investments
Unit: RMB
Item Opening Balance Increase Decrease Closing Balance
Joint ventures 820,062,280.52 33,210,403.04 19,734,686.52 833,537,997.04
Associates 710,979,627.82 64,699,718.26 48,529,058.09 727,150,287.99
Other long-term equity investments 17,037,500.00 - - 17,037,500.00
Subtotal 1,548,079,408.34 97,910,121.30 68,263,744.61 1,577,725,785.03
Less: Provision for impairment of
3,128,300.00 - - 3,128,300.00
long-term equity investments
Net amount 1,544,951,108.34 97,910,121.30 68,263,744.61 1,574,597,485.03
As at 31 December 2013, the long-term equity investments of the Group were not subject to
restriction on disposal or remittance of return on investments.
- 52 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
10. Long-term equity investments - continued
(2) Details of long-term equity investments are as follows:
Unit: RMB
Explanation of the
proportion of
Proportion of Proportion ownership Provision
ownership of voting interests being not for
Changes interests in power in consistent with Provision for impairmen
Accounting (increase/ the investee the investee the proportion of impairment t losses for Cash dividends
Investee method Investment cost Opening balance decrease) Closing balance (%) (%) voting power losses the period for the period
China Overseas Harbor Affairs
Equity method 749,655,300.00 820,062,280.52 13,475,716.52 833,537,997.04 40.00 40.00 N/A - - 19,734,686.52
(Laizhou) Co., Ltd
China Merchants Holdings
(International) Information Equity method 1,875,000.00 13,682,516.01 (199,683.86) 13,482,832.15 23.16 23.16 N/A - - 1,655,355.54
Technology Company Ltd
CMBL Equity method 280,000,000.00 299,116,307.80 7,749,916.44 306,866,224.24 40.00 40.00 N/A - - -
MPIL Equity method 139,932.00 298,180,804.01 7,515,288.44 305,696,092.45 50.00 50.00 N/A - - 46,873,702.55
China Development Finance Co., Ltd Equity method 100,000,000.00 100,000,000.00 1,105,139.15 101,105,139.15 20.00 20.00 N/A - - -
China Ocean Shipping Agency
Cost method 13,510,000.00 13,510,000.00 - 13,510,000.00 15.00 15.00 N/A - - 3,784,500.00
(Shenzhen) Company Limited
Shenzhen Petro-chemical Industry
Cost method 3,500,000.00 3,500,000.00 - 3,500,000.00 0.26 0.26 N/A 3,117,800.00 - -
(Group) Company Limited.
Guangdong Guang Jian Group
Cost method 27,500.00 27,500.00 - 27,500.00 0.02 0.02 N/A 10,500.00 - -
Company Limited
Total 1,148,707,732.00 1,548,079,408.34 29,646,376.69 1,577,725,785.03 3,128,300.00 - 72,048,244.61
- 53 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
(3) Long-term equity investments under equity method
Unit: RMB
Changes in Income adjustment Other
Investment investment Accrued profit Dividends in equity
Investee cost Opening balance cost and loss the year changes Closing balance
Joint ventures
China Overseas Harbor
749,655,300.00 820,062,280.52 - 33,210,403.04 (19,734,686.52) - 833,537,997.04
Affairs (Laizhou) Co., Ltd
Associates
China Merchants Holdings
(International) Information 1,875,000.00 13,682,516.01 - 1,455,671.68 (1,655,355.54) - 13,482,832.15
Technology Company Ltd
CMBL 280,000,000.00 299,116,307.80 - 7,749,916.44 - - 306,866,224.24
MPIL 139,932.00 298,180,804.01 - 54,388,990.99 (46,873,702.55) - 305,696,092.45
China Development
100,000,000.00 100,000,000.00 - 1,105,139.15 - - 101,105,139.15
Finance Co., Ltd
Total 1,131,670,232.00 1,531,041,908.34 - 97,910,121.30 (68,263,744.61) - 1,560,688,285.03
(4) Long-term equity investments under cost method
Unit: RMB
Item Accounting method Investment cost Opening balance Increase Decrease Closing balance
China Ocean Shipping Agency (Shenzhen)
Cost method 13,510,000.00 13,510,000.00 - - 13,510,000.00
Company Limited
Shenzhen Petro-chemical Industry (Group)
Cost method 3,500,000.00 3,500,000.00 - - 3,500,000.00
Company Limited.
Guangdong Guang Jian Group Company
Cost method 27,500.00 27,500.00 - - 27,500.00
Limited
Total 17,037,500.00 17,037,500.00 - - 17,037,500.00
(5) Provision for impairment loss of long-term equity investments
Unit: RMB
Item Opening balance Increase Decrease Closing balance
Shenzhen Petro-chemical Industry (Group)
3,117,800.00 - - 3,117,800.00
Company Limited.
Guangdong Guang Jian Group Company
10,500.00 - - 10,500.00
Limited
Total 3,128,300.00 - - 3,128,300.00
- 54 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
11. Investment properties
Unit: RMB
Opening Closing
carrying carrying
Item amount Increase Decrease amount
I. Total original carrying amount 65,028,138.00 - - 65,028,138.00
1. Buildings 33,519,173.00 - - 33,519,173.00
2. Land use right 31,508,965.00 - - 31,508,965.00
II. Total accumulated depreciation and
31,564,662.43 1,215,753.72 - 32,780,416.15
amortization
1. Buildings 17,292,090.11 601,988.40 - 17,894,078.51
2. Land use right 14,272,572.32 613,765.32 - 14,886,337.64
III. Total net book value of investment
33,463,475.57 32,247,721.85
property
1. Buildings 16,227,082.89 15,625,094.49
2. Land use right 17,236,392.68 16,622,627.36
IV. Total accumulated amount of
provision for impairment losses of - - - -
investment property
1. Buildings - - - -
2. Land use right - - - -
V. Total carrying value of investment
33,463,475.57 32,247,721.85
property
1. Buildings 16,227,082.89 15,625,094.49
2. Land use right 17,236,392.68 16,622,627.36
Note 1: Depreciation and amortization for the current period is RMB1,215,753.72.
Note 2: For the year ended 31 December 2013, the Group has no investment property used as
collateral.
Note 3: For the year ended 31 December 2013, the Group has not obtained any ownership
certificates of investment properties. Please see the Note (V) 14 for the reasons and
management countermeasures.
- 55 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
12. Fixed assets
(1) Fixed assets
Unit: RMB
Opening carrying Closing carrying
Item amount Increase Decrease amount
I. Total original carrying amount 4,539,939,385.74 313,431,706.39 53,307,066.57 4,800,064,025.56
Including: Harbor facilities 1,384,171,755.93 21,540,039.80 170,000.00 1,405,541,795.73
Warehouses, container yards
730,414,586.50 168,098,218.64 1,060,615.00 897,452,190.14
and buildings
Machinery and equipments 2,019,829,746.21 107,334,785.78 42,164,947.26 2,084,999,584.73
Motor vehicles, cargo ships
297,261,097.16 9,016,707.00 8,352,686.50 297,925,117.66
and tugboats
Other equipments 108,262,199.94 7,441,955.17 1,558,817.81 114,145,337.30
II. Total accumulated depreciation 1,778,150,551.03 180,212,504.89 47,476,354.09 1,910,886,701.83
Including: Harbor facilities 262,152,794.65 26,474,961.90 58,650.00 288,569,106.55
Warehouses, container yards
227,850,148.03 18,575,302.69 545,789.34 245,879,661.38
and buildings
Machinery and equipments 1,071,021,821.57 114,842,765.05 37,945,212.55 1,147,919,374.07
Motor vehicles, cargo ships
140,891,604.32 12,713,034.75 7,517,417.85 146,087,221.22
and tugboats
Other equipments 76,234,182.46 7,606,440.50 1,409,284.35 82,431,338.61
III. Total net book value of fixed assets 2,761,788,834.71 2,889,177,323.73
Including: Harbor facilities 1,122,018,961.28 1,116,972,689.18
Warehouses, container yards
502,564,438.47 651,572,528.76
and buildings
Machinery and equipments 948,807,924.64 937,080,210.66
Motor vehicles, cargo ships
156,369,492.84 151,837,896.44
and tugboats
Other equipments 32,028,017.48 31,713,998.69
IV. Total provision for impairment
60,695,381.41 - - 60,695,381.41
losses
Including: Harbor facilities - - - -
Warehouses, container yards
60,695,381.41 - - 60,695,381.41
and buildings
Machinery and equipments - - - -
Motor vehicles, cargo ships
- - - -
and tugboats
Other equipments - - - -
V. Total carrying value of fixed assets 2,701,093,453.30 2,828,481,942.32
Including: Harbor facilities 1,122,018,961.28 1,116,972,689.18
Warehouses, container yards 441,869,057.06
590,877,147.35
and buildings
Machinery and equipments 948,807,924.64 937,080,210.66
Motor vehicles, cargo ships 156,369,492.84
151,837,896.44
and tugboats
Other equipments 32,028,017.48 31,713,998.69
Note 1: New acquisition of fixed assets during the period amounted to RMB28,107,137.17 and
construction in progress transferred to fixed assets during the period was
RMB285,324,569.22, which composed the total increase in original carrying amount.
Disposal of fixed assets during the period amounted to RMB53,307,066.57, which
composed the total decrease in original carrying amount.
- 56 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Fixed assets - continued
(1) Fixed assets - continued
Note 2: Of the increase in accumulated depreciation, depreciation of RMB180,212,504.89 was
made during the period. And decrease in accumulated depreciation during the period was
composed of RMB47,476,354.09, resulted from disposal of fixed assets .
Note 3: As of 31 December 2013, there are no fixed assets that are used as collateral.
Note 4: As of 31 December 2013, ownership certificates for certain buildings of the Group with
net book value of RMB296,600,737.69 (cost: RMB408,161,114.70) have not yet been
obtained. Among them, fixed assets with net book value of RMB33,495,838.74 (cost:
RMB132,972,216.85) are located within the scope of Chiwan watershed. Please refer to
Note (V) 14 for the reasons and management countermeasures; the ownership certificate
for the remainder is under the process of application.
(2) Other issues
Unit: RMB
Item Amount Note
The original amounts of fixed assets fully depreciated but still
696,467,664.62
in use at 31 December 2013
Closing original amount of temporary idle fixed assets -
Fixed assets disposed or scrapped in the current year
(1)Original amount of fixed assets disposed or scrapped in the
53,307,066.57
current year
(2)Net book value of fixed assets disposed or scrapped in the
5,830,712.48
current year
(3)Gain or loss on disposal or scrap of fixed assets 1,697,013.72
13. Construction in progress
(1) Details of construction in progress are as follows:
Unit: RMB
Closing Balance Opening Balance
Provision for Provision for
Item Carrying amount impairment Book value Carrying amount impairment Book value
Berth 4#-5#, Machong Port 585,124,261.30 - 585,124,261.30 383,523,257.34 - 383,523,257.34
Berth 2#-3#, Machong Port - - - 219,033,380.73 - 219,033,380.73
Equipment for berth 2#-3#,
25,397,336.78 - 25,397,336.78 - - -
Machong Port
Others 4,542,699.00 - 4,542,699.00 7,375,970.67 - 7,375,970.67
Total 615,064,297.08 - 615,064,297.08 609,932,608.74 - 609,932,608.74
- 57 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2012
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
13. Construction in progress - continued
(2) Changes in significant construction in progress
Unit: RMB
Proportion of Amount of Including: Interest
construction accumulated capitalised capitalisation
Budget Transfer to fixed Transfer to investment in Construction capitalised interest for the rate for the
Item amount Opening balance Increase assets intangible assets budget progress interest period period (%) Capital source Closing balance
Self-Funding
Berth 4#-5#, Machong Port 624,225,151.07 383,523,257.34 227,598,435.52 25,997,431.56 - 94% 94% 19,817,409.75 14,916,339.53 5.97% 585,124,261.30
and loan
Self-Funding
Berth 2#-3#, Machong Port 240,652,126.61 219,033,380.73 21,618,745.88 240,652,126.61 - 100% 100% 7,893,869.32 1,394,361.32 6.41% -
and loan
Equipment for berth 2#-3#, Machong Self-Funding
37,711,959.46 - 25,397,336.78 - - 67% 67% 638,487.97 638,487.97 5.86% 25,397,336.78
Port and loan
Others 12,727,173.00 7,375,970.67 16,071,739.38 18,675,011.05 230,000.00 36% 36% - - - Self-Funding 4,542,699.00
Total 609,932,608.74 290,686,257.56 285,324,569.22 230,000.00 28,349,767.04 16,949,188.82 615,064,297.08
- 58 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
14. Intangible assets
Unit: RMB
Opening carrying Closing carrying
Item amount Increase Decrease amount
I. Total original carrying amount 1,541,937,875.22 21,335,622.43 - 1,563,273,497.65
Land use rights - prepaid under
1,296,536,073.00 - - 1,296,536,073.00
lease (Note 2)
Land use rights - prepaid under
122,623,476.00 - - 122,623,476.00
investment (Note 2)
Land use rights - purchased 19,343,189.00 21,335,622.43 - 40,678,811.43
Computer software 30,549,000.22 - - 30,549,000.22
Coastal line use rights 72,886,137.00 - - 72,886,137.00
II. Total accumulated amortization 534,403,847.07 42,828,315.07 - 577,232,162.14
Land use rights - prepaid under
457,734,969.82 36,513,967.70 - 494,248,937.52
lease (Note 2)
Land use rights - prepaid under
50,071,252.70 2,452,469.52 - 52,523,722.22
investment (Note 2)
Land use rights - purchased 2,229,802.80 706,951.32 - 2,936,754.12
Computer software 19,604,005.35 1,526,926.13 - 21,130,931.48
Coastal line use rights 4,763,816.40 1,628,000.40 - 6,391,816.80
III. Total net book value of
1,007,534,028.15 986,041,335.51
intangible assets
Land use rights - prepaid under
838,801,103.18 802,287,135.48
lease (Note 2)
Land use rights - prepaid under
72,552,223.30 70,099,753.78
investment (Note 2)
Land use rights - purchased 17,113,386.20 37,742,057.31
Computer software 10,944,994.87 9,418,068.74
Coastal line use rights 68,122,320.60 66,494,320.20
IV. Total provision for impairment - - - -
Land use rights - prepaid under
- - - -
lease
Land use rights - prepaid under
- - - -
investment
Land use rights - purchased - - - -
Computer software - - - -
Coastal line use rights - - - -
V. Total carrying value of
1,007,534,028.15 986,041,335.51
intangible assets
Land use rights - prepaid under
838,801,103.18 802,287,135.48
lease (Note 2)
Land use rights - prepaid under
72,552,223.30 70,099,753.78
investment (Note 2)
Land use rights - purchased 17,113,386.20 37,742,057.31
Computer software 10,944,994.87 9,418,068.74
Coastal line use rights 68,122,320.60 66,494,320.20
Note 1: Amortization for the current period is RMB42,828,315.07.
- 59 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
14. Intangible assets - continued
Note 2: The Group has obtained the land use right from Nanshan Group in connection with
several plots of land with a total area of 1,049,946.00 square meters within Chiwan port
for a use term ranging between 20 - 50 years with original amount of
RMB1,400,288,984.00. The lands are located within the scope of Chiwan watershed,
comprising of a land of 2.2 square kilometers injected by Shenzhen Investment Holding
Corporation, the parent of Nanshan Group, and a land arising from marine reclamation by
Nanshan Group.
An area of 270,692 sq. meters (RMB122,623,476.00) was injected by Nanshan Group as
capital contribution at the moment of corporate restructuring. The rest land use right was
obtained from Nanshan Group by long-term leasing.
Until now, no official certificates for above lands were obtained by Nanshan Group.
Correspondingly, the buildings located on such lands have not obtained relevant real
estate certificates.
On 20 March 2001, 18 June 2003 and 29 September 2004, Nanshan Group committed on
all the land use right obtained by the Group from it. Per the commitment, Nanshan Group
has no right to withdraw and will agree in any condition that, when the Group suffers
loss, bears expense and liability, is claimed for compensation or runs into lawsuit, caused
by any actually or potentially illegal and unconductable issues generated by land use right
agreements and their relevant documents, signed or will be signed by Nanshan Group,
Nanshan group will guarantee that the acquiring party and its inheritor of those land use
right will be fully exempted from above issues mentioned. Based on the situations above,
directors of the Company believe there is no significant impairment risk to be caused by
the absence of land use right certificate and no significant contingency exists.
The management is aware that Nanshan Group is active in process of resolving the
historical problem with relevant government department; however, it cannot predict the
exact time of obtaining legal certificates of land and relevant real estate certificates.
15. Goodwill
Unit: RMB
Investee Opening balance Increase Decrease Closing balance
Chiwan Container Terminal
10,858,898.17 - - 10,858,898.17
Company Limited
- 60 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
Note: The goodwill arose from the acquisition of the minority interests in Chiwan Container
Terminal Company Limited, being the difference of the additional cost of investment and
the Group's share of the fair value of the identifiable net assets in Chiwan Container
Terminal Company Limited. Based on past years operation relating to these assets groups
and the forecast of the Company, the management holds the opinion that these is no need to
allocate impairment to goodwill arising from Chiwan Container Terminal Company
Limited investment.
16. Long-term prepaid expenses
Unit: RMB
Residual
Opening Other Closing useful
Item balance Increase Amortization reductions balance Original Cost period
Construction expenditure of
55,337,143.20 - 1,844,571.46 - 53,492,571.74 64,560,000.00 29 years
Tonggu sea-route (Note 1)
Foresea packing ground 1,208,183.95 - 1,208,183.95 - - 5,537,510.00 -
Golf membership 1,668,203.58 - 215,473.65 - 1,452,729.93 2,443,549.00 1-8years
Building decoration 1,899,137.65 5,116.36 819,096.89 - 1,085,157.12 2,214,040.47 1-4 years
Others 850,000.00 - 850,000.00 - - 850,000.00 -
Total 60,962,668.38 5,116.36 4,937,325.95 - 56,030,458.79 75,605,099.47
Note 1: In 2007, 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 account
the factors including the function, waterfront length, berthing ship of each porter etc.
The total expenditure of RMB64,560,000 was 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 is ready for use.
- 61 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Deferred tax assets and deferred tax liabilities
(1) Deferred tax assets or deferred tax liabilities that are presented at the net amount after offset
and correspondingly deductible or taxable temporary differences
Unit: RMB
Closing balance Closing balance Opening balance Opening balance
of deferred tax of deductible or of deferred tax of deductible or
assets or deferred taxable temporary assets or deferred taxable temporary
tax liabilities differences after tax liabilities differences after
Item after offsetting offsetting after offsetting offsetting
Deferred tax assets:
Provision for impairment losses 15,398,018.41 62,469,584.34 15,155,785.33 62,012,606.93
of assets
Depreciation of fixed assets and
amortization of intangible 8,271,984.79 33,145,080.33 9,479,405.98 37,974,765.08
assets
Deductible losses 25,606,725.99 102,426,903.95 25,606,725.99 102,426,903.95
Accrued expenses 13,886,672.61 61,791,958.82 13,382,166.95 58,360,663.99
Pre-operational expenses 1,263,893.50 6,066,688.80 1,390,282.85 7,077,803.60
Others 3,832,401.44 15,717,641.10 2,954,666.93 13,009,018.53
Subtotal 68,259,696.74 281,617,857.34 67,969,034.03 280,861,762.08
Deferred tax liabilities:
Change in fair value of
available-for-sale financial
1,115,000.00 4,460,000.00 1,022,500.00 4,090,000.00
assets recorded in capital
surplus
Subtotal 1,115,000.00 4,460,000.00 1,022,500.00 4,090,000.00
(2) Details of offsetting deferred tax assets and deferred tax liabilities
Unit: RMB
Item The amount of offset
Current period:
Depreciation of fixed assets and amortization of intangible assets 2,462,830.43
Prior period:
Depreciation of fixed assets and amortization of intangible assets 1,794,112.66
(3) Details of unrecognized deferred tax assets
Unit: RMB
Item Closing balance Opening balance
Deductible temporary differences 3,162,393.02 3,234,372.64
Deductible losses 94,303,813.38 12,406,662.00
Total 97,466,206.40 15,641,034.64
Note: Deferred tax assets are not recognized for the above-mentioned deductible temporary
differences and deductible losses due to uncertainty on whether sufficient taxable profits
will be available in the future.
- 62 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Deferred tax assets and deferred tax liabilities - continued
(4) Deductible losses for which no deferred tax assets are recognized will expire in the following
years
Unit: RMB
Year Closing balance Opening balance Note
2013 - 83,654.00
2014 379,817.00 379,817.00
2015 4,707,158.00 4,707,158.00
2016 3,403,289.00 3,403,289.00
2017 3,832,744.00 3,832,744.00
2018 81,980,805.38 -
Total 94,303,813.38 12,406,662.00
18. Other non-current assets
Unit: RMB
Item Closing balance Opening balance
Coast Line Use Right (Note) 36,375,000.00 36,375,000.00
Land Use Right (Note) 138,294,665.62 86,934,396.98
Total 174,669,665.62 123,309,396.98
Note : The Company entered into Frame Contract for Cooperation on Usage of Quay and Land
for Berth 2#- 5# at Machong Port in Dongguan and its supplements with Dongguan
Humen Port Administration Commission to purchase a land with an area of 800,000
square meters and area of water with depth of 700 meters from the front of terminal,
together with the use right of 1,200 meters coast line, for berth 2# to berth 5# in
Dongguan Machong Port at a consideration of RMB260,000,000, respectively in March
2006, October 2006 and November 2007. As the Group has not obtained the land use
right certificate and coast line use right certificate, the relevant payments were therefore
recognized as other non-current assets.
- 63 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
19. Details of provision for impairment losses of assets
Unit: RMB
Decrease Foreign
Opening exchange Closing
carrying translation carrying
Item amount Increase Reversals Others differences amount
I. Bad debts provision 631,181.43 593,877.29 328,425.30 60,119.24 (3,089.71) 833,424.47
Including: Provision for accounts
323,933.08 271,317.26 218,909.02 60,119.24 (2,297.18) 313,924.90
receivable
Including: Provision for other
307,248.35 322,560.03 109,516.28 - (792.53) 519,499.57
receivables
II.Provision for decline in value of
792,118.39 182,752.75 - - - 974,871.14
inventories
III.Provision for impairment losses
- - - - - -
of available-for-sale financial assets
IV.Provision for impairment losses
- - - - - -
of held-to-maturity investments
V. Provision for impairment losses
3,128,300.00 - - - - 3,128,300.00
of long-term equity investments
VI. Provision for impairment losses
- - - - - -
of investment properties
VII. Provision for impairment losses
60,695,381.41 - - - - 60,695,381.41
of fixed assets
Total 65,246,981.23 776,630.04 328,425.30 60,119.24 (3,089.71) 65,631,977.02
20. Short-term borrowings
Unit:RMB
Item Closing balance Opening balance
Credit loans 550,340,000.00(Note) 1,080,929,700.00
Guarantee loans - 100,000,000.00
Total 550,340,000.00 1,180,929,700.00
Note : The credit loans consisting of 700,000,000.00 denominated in HKD (equal to
RMB550,340,000.00) were borrowed by Chiwan Container Terminal Company Limited
from bank.
21. Notes payable
Unit: RMB
Item Closing balance Opening balance
Bank acceptance notes - 826,000.00
- 64 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Accounts payable
(1) Details of accounts payable are as follows:
Unit: RMB
Item Closing balance Opening balance
Construction 40,539,479.56 83,690,612.51
Service 46,368,137.05 29,011,735.66
Material purchase 19,660,274.12 20,316,662.82
Rental 18,576,812.78 12,288,707.13
Equipment 14,389,818.61 661,118.56
Quality margin - 19,104.00
Total 139,534,522.12 145,987,940.68
(2) As at 31 December 2013, the Group did not have any accounts payable balances which were
due to parties having 5% or above voting rights in the Company except for the amount due to
Nanshan Group. Payables to Nanshan Group or other related parties are specified in (VI) 6.
(3) Details of significant accounts payable aged more than one year as follows:
Unit: RMB
Closing Reasons for Subsequent
Name of entity balance Aging unpayment Payment
China Communications Second
4,304,703.20 1-2 year Project reserve -
Construction Co.,Ltd
China Communications Third
3,002,320.76 1-2 year Project reserve -
Harbor Engineering Co.,Ltd
Tonggu sea-route Construction Remaining
2,560,000.00 Over 3 years -
Office construction costs
Shenzhen IB Technologies Remaining
1,641,000.00 1-2 year -
Development CO.,Ltd construction costs
Total 11,508,023.96
23. Advances
(1) Details of advances are as follows:
Unit: RMB
Item Closing balance Opening balance
Service fee receipt in advance 793,291.30 299,452.73
(2) As at 31 December 2013, the Group did not have any advance from shareholders or related
parties having 5% or above voting rights in the Company.
- 65 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Employee benefits payable
Unit:RMB
Opening Closing
carrying carrying
Item amount Increase Decrease amount
I. Wages and salaries, bonuses, allowances
56,065,181.59 204,936,436.04 201,006,816.81 59,994,800.82
and subsidies
II. Staff welfare - 11,547,936.24 11,547,936.24 -
III. Social security contributions 3,243.60 33,827,004.74 33,829,785.28 463.06
Including: Medical insurance - 6,150,562.15 6,150,562.15 -
Basic pension 3,243.60 17,944,550.91 17,947,794.51 -
Supplementary pension (Note1 ) - 7,878,702.58 7,878,702.58 -
Unemployment insurance - 528,568.34 528,105.28 463.06
Employment injury insurance - 833,832.33 833,832.33 -
Generational insurance - 490,788.43 490,788.43 -
IV. Housing funds 810.9 10,771,807.42 10,772,618.32 -
V. Labor union and employee education
9,466,553.66 9,660,256.93 7,135,696.69 11,991,113.90
funds
VI. Non-monetary benefits - 21,364.23 21,364.23 -
VII. Termination benefits - - - -
VIII. Others - 9,849,396.77 9,312,458.27 536,938.50
Total 65,535,789.75 280,614,202.37 273,626,675.84 72,523,316.28
Note 1: On 3 June 2008, the Group participated in a group defined contribution plan of Nanshan
Group approved by Shenzhen government. The above supplementary pension
contributions were paid into the plan through Nanshan Group.
Note 2: There are no amounts in arrears under the employee benefits payable.
Note3: Pursuant to the resolution of 2010 general meeting of shareholders on 27 May 2011, the
management team will be granted a performance reward scheme based on the current year
net profit attributable to the parent and yearly net asset return ratio. The Company has
provided RMB9,334,547.00 of management reward in 2013 (2012: RMB10,112,903.00).
25. Taxes payable
Unit: RMB
Opening carrying Closing carrying
Item amount Increase Decrease amount
Enterprise income tax 26,849,100.79 112,424,355.65 96,247,436.82 43,026,019.62
Withholding tax (Note) 9,104,556.60 17,240,590.07 13,177,002.91 13,168,143.76
Business tax 226,308.29 3,848,934.78 3,774,607.75 300,635.32
Value-added-tax 919,596.79 17,655,971.61 17,616,601.99 958,966.41
Others 3,755,296.95 28,374,176.42 28,300,548.00 3,828,925.37
Total 40,854,859.42 179,544,028.53 159,116,197.47 61,282,690.48
Note: The amount represents the withholding tax provided by the Group at the rate of 5% or 10%
when paying out dividends to foreign shareholders and Chiwan Wharf Holdings (H.K.)
Limited located in HongKong.
- 66 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
26. Interest payable
Unit: RMB
Item Closing balance Opening balance
Interest on debentures 35,950,684.93 18,009,863.00
Interest on short-term borrowings 862,500.16 531,309.99
Total 36,813,185.09 18,541,172.99
27. Dividends payable
Unit: RMB
Reasons for not paying
dividends for more
Name of entity Closing balance Opening balance than one year
Payable to International Enterprise Co., Ltd. 77,208,156.09 - N/A
28. Other payables
(1) Details of other payables are as follows:
Unit: RMB
Item Closing balance Opening balance
Temporary receipts 24,068,273.34 23,025,327.45
Quality margin 23,400,915.81 -
Deposits received 2,170,768.36 2,746,129.94
Security expense payable 1,794,492.18 3,620,546.26
Others 7,710,024.61 12,182,834.75
Total 59,144,474.30 41,574,838.40
(2) The aging of other payables based on their recording dates is analyzed as follows:
Unit: RMB
Closing balance Opening balance
Proportion Proportion
Aging Amount (%) Amount (%)
Within 1 year 45,045,096.38 76.15 36,254,316.43 87.20
More than 1 year
9,789,914.42 16.56 1,353,934.00 3.26
but not exceeding 2 years
More than 2 years
626,757.86 1.06 1,300,464.17 3.13
but not exceeding 3 years
More than 3 years 3,682,705.64 6.23 2,666,123.80 6.41
Total 59,144,474.30 100.00 41,574,838.40 100.00
(3) As at 31 December 2013, the Group did not have any other payables to shareholders having
5% or above voting rights in the Company. For payables to related parties, please refer to (VI) 6.
- 67 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
29. Current portion of non-current liabilities
(1) Details of current portion of non-current liabilities are as follows:
Unit: RMB
Item Closing balance Opening balance
Current portion of long-term borrowings - 35,000,000.00
Current portion of deferred income 4,676,624.27(Note) 4,727,206.52
Total 4,676,624.27 39,727,206.52
Note: Please refer to (V) 34.
(2) Long-term borrowings due within one year
(a) Long-term borrowings due within one year
Unit: RMB
Item Closing balance Opening balance
Guarantee loans - 35,000,000.00
(b) Long-term borrowings due within one year
Unit: RMB
Closing balance Opening Balance
Annual Amount of Amount of Amount of Amount of
interest foreign domestic foreign domestic
Creditor Inception date Maturity date Currency rate (%) currency currency currency currency
Financial institution I 2011.10.21 2013.10.20 RMB 6.4 - 20,000,000.00
Financial institution II 2012.02.09 2013.08.09 RMB 6.4 - 15,000,000.00
Total - 35,000,000.00
30、Other current liabilities
人民币元
Interest
payable at Interest paid Interest payable Amount at
Date of beginning of Interest accrued during the at closing of the closing of the
Name of bond Par value issue Bond period Amount of issue the year during the year year year year
13 Chiwan port
100.00 14/06/2013 365 days 500,000,000.00 - 12,476,712.34 - 12,476,712.34 500,000,000.00
CP001
Note: According to Notice of Registration Acceptance (Zhong Shi Xie Zhu [2013] No. CP171)
issued by China's Interbank Market Dealers Association received by the Company on May
7th, 2013, Market Dealers Association agrees with the Company’s RMB 1.6 billion yuan of
short-term financing registration and the valid period of registration limit is two years from
the acceptance of Notice of Registration Acceptance. On June 14th, 2013, the Company
issued the first phase of short-term financing bills with RMB 500 million at the interest rate
of 4.60%. The period was one year and the capital and interest should be repaid at maturity.
- 68 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
31. Long-term borrowings
(1) Categories of long-term borrowings
Unit: RMB
Item Closing balance Opening balance
Guarantee loans( Note) - 150,000,000.00
(2) Details of long-term borrowings are as follows:
Unit: RMB
Closing balance Opening Balance
Amount of Amount of Amount of Amount of
Interest rate foreign domestic foreign domestic
Creditor Inception date Maturity date Currency (%) currency currency currency currency
Financial
2011.10.21 2016.10.20 RMB 6.4 - 70,000,000.00
institution I
Financial
2012.02.09 2017.02.09 RMB 6.4 - 80,000,000.00
institution II
Total - 150,000,000.00
32. Bonds payable
Unit: RMB
Interest paid Closing
Term of the Opening Accrued interest during the interest
Name of bonds Par value Issue date bond Issue amount interest payable for the period period payable Closing balance
11 ChiWan 01 100 2012.4.26 Five years 500,000,000.00 18,009,863.00 26,110,684.93 26,400,000.00 17,720,547.93 497,345,753.43
13 ChiWan 01 100 2013.10.18 Five years 500,000,000.00 - 5,753,424.66 - 5,753,424.66 496,164,383.57
Total 1,000,000,000.00 18,009,863.00 31,864,109.59 26,400,000.00 23,473,972.59 993,510,137.00
Note: On 25 November 2011, the Company received the Approval from CSRC (filed as Zhen Jian
Xu Ke [2011] No.1889) agreeing the Company to issue corporate bonds with no more than
100 million in par value. On 26 April 2012, the Company's actual issue amounted to
RMB500,000,000 with the term of five years. The bond interests should be calculated on
simple interest basis at a nominal fixed interest rate of 5.28% on a yearly basis.
On 18 October 2013, the Company's actual issue amounted to RMB500,000,000 with the
term of five years. The bond interests should be calculated on simple interest basis at a
nominal fixed interest rate of 5.60% on a yearly basis.
According to the bond prospectus, the Company should make an announcement on whether
to exercise the redemption option on the information disclosure media designated by CSRC
at the 30th trading date before the interest payment date in the third interest-bearing year. If
the decision of exercising the redemption option is made, the bond would be regarded as to
be matured in the third year and the payment mode of redemption would be the same as that
- 69 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
32. Bonds payable - continued
of principal and interests of bonds due in the period. If the decision of not exercising the
redemption of option is made, the Company should make an announcement on whether to raise
the interest rate and the extent of variation, which ranges from zero to 100 base points. If the
company chooses to exercise the option of raising the stated interest rate, the stated interest rate of
the portion of non-put-back bond due in two years after the remaining period equals to the stated
interest rate due in three years prior to the remaining period plus the increased base point. And the
stated interest rate of the bond due in two years after the remaining period would be fixed. If the
company chooses not to exercise the option of raising the stated interest rate, the original stated
interest rate remains the same for the portion of non-put-back bond due in two years after the
remaining period.
Investors have the option to sell bonds back to the Company at the interest payment date in the
third interest-bearing year at the par value wholly or in partially, after the Company makes the
announcement on whether to raise the stated interest rate and the extent of variation.
If the Company abandons the redemption option and the bondholder s abandon the put back
option wholly or partially, the rest of the principal would be paid back in advance. Namely, 30%
proportion of the principal should be paid back at the end of the fourth year since the bond issued
and the rest should be paid back at the end of the fifth year.
33. Special payables
Unit: RMB
Item Opening balance Increase Decrease Closing Balance Note
Refunds of Harbor
80,622,976.12 - 7,705,891.35 72,917,084.77 Note
Construction Fee
Note: The item is refunds of harbor construction fee to the Company and its subsidiary Chiwan
Container Terminal Company Limited from Shenzhen Traffic Bureau. According to
Measures of Harbor Construction Fee Management released by Ministry of Finance, the
funds should be managed in separate account and can be only used on fundamental
facilities' construction of marine transportation.
34. Other non-current liabilities
(1) Details of other non-current liabilities are as follows:
Unit: RMB
Closing carrying Opening carrying
Item amount amount
Deferred income 53,271,175.40 58,379,562.14
Including: Berth priority right (Note 1) 44,582,959.88 50,518,692.14
Including: Government grant related to asset (Note 2) 8,688,215.52 7,860,870.00
Total 53,271,175.40 58,379,562.14
Less: Non-current liabilities due within one year 4,676,624.27 4,727,206.52
Including: Berth priority right 4,509,667.75 4,560,250.00
Including: Government grant related to asset 166,956.52 166,956.52
Non-current liabilities due beyond one year 48,594,551.13 53,652,355.62
- 70 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
34. Other non-current liabilities- continued
Note 1: Berth priority right represents that agreed in the contract signed in 2003, which amounts
to USD14,000,000. The Group should satisfy the berthing requirement of contracted
customers in priority during the contract period. According to the contract, the berth
priority right should be amortized over twenty years on the straight-line basis.
Note 2: The item is government grants received which is based on the Announcement Released by
National Development and Reform Commission about 2010 Investment Plans within
Budget of Grains and Modern Logistics Program (NDRC[2010] No.1263) and the
Announcement Released by Guangdong Provincial Department of Finance about 2012
Provincial Special Funds to Guide the Development of Modern Service Project
(Guangdong Production Letter [2012] No. 621). The asset relating to the government
grants has arrived the status for its intended use. Therefore, it shall be amortized on the
straight-line basis over the useful life of the related asset.
Government grants programs:
Unit: RMB
The amount
included in
Balance at the operating Related to
beginning of New subsidy of income of the Balance at the assets/Related to
Liability Program the year the year year Other changes end of the year income
Modern logistics project
7,860,870.00 - 166,956.52 - 7,693,913.48 Related to assets
special subsidies
Special subsidies for the
development of modern - 1,000,000.00 5,697.96 - 994,302.04 Related to assets
service guide
Total 7,860,870.00 1,000,000.00 172,654.48 - 8,688,215.52
- 71 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
35. Share capital
Unit: RMB
Changes for the period
Capitalisation
New issue of Bonus of surplus
Opening balance share issue reserve Others Subtotal Closing balance
2013:
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person
- - - - - - -
shares
3. Other domestic shares 735,466.00 - - - (347,957.00) (347,957.00) 387,509.00
4. Other foreign shares - - - - - - -
Total restricted tradable shares 735,466.00 - - - (347,957.00) (347,957.00) 387,509.00
II. Tradable shares
1. Ordinary shares
464,789,805.00 - - - 77,519.00 77,519.00 464,867,324.00
denominated in RMB
2. Foreign capital shares
179,238,459.00 - - - 270,438.00 270,438.00 179,508,897.00
listed domestically
3. Foreign capital shares
- - - - - - -
listed overseas
4. Others - - - - - - -
Total tradable shares 644,028,264.00 - - - 347,957.00 347,957.00 644,376,221.00
III. Total shares 644,763,730.00 - - - - - 644,763,730.00
2012:
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person
- - - - - - -
shares
3. Other domestic shares 790,929.00 - - - (55,463.00) (55,463.00) 735,466.00
4. Other foreign shares - - - - - - -
Total restricted tradable shares 790,929.00 - - - (55,463.00) (55,463.00) 735,466.00
II. Tradable shares
1. Ordinary shares
464,789,805.00 - - - - - 464,789,805.00
denominated in RMB
2. Foreign capital shares
179,182,996.00 - - - 55,463.00 55,463.00 179,238,459.00
listed domestically
3. Foreign capital shares
- - - - - - -
listed overseas
4. Others - - - - - - -
Total tradable shares 643,972,801.00 - - - 55,463.00 55,463.00 644,028,264.00
III. Total shares 644,763,730.00 - - - - - 644,763,730.00
- 72 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
36. Capital reserve
Unit: RMB
Opening balance Increase Decrease Closing balance
2013:
Capital premium 163,560,083.00 - - 163,560,083.00
Including: Capital contributed by investors 163,560,083.00 - - 163,560,083.00
Conversion option of convertible corporate
- - - -
bonds is exercised
Debt converted into capital - - - -
Differences arising from business combination
- - - -
involving enterprises under common control
Equity acquisition from minority shareholders
- - - -
of subsidiaries
Capital reserve converted into capital - - - -
Other comprehensive income 3,167,500.00 277,500.00 - 3,445,000.00
Other capital reserve (861,527.35) - - (861,527.35)
Including: Equity component split from convertible
- - - -
corporate bonds
Fair value of equity-settled share-based equity
- - - -
instrument
Surplus of compensation granted by
- - - -
government for relocation in the public interests
Transfer from capital reserve under the previous
(2,781,133.00) - - (2,781,133.00)
accounting system
Others 1,919,605.65 - - 1,919,605.65
Total 165,866,055.65 277,500.00 - 166,143,555.65
2012:
Capital premium 163,560,083.00 - - 163,560,083.00
Including: Capital contributed by investors 163,560,083.00 - - 163,560,083.00
Conversion option of convertible corporate
- - - -
bonds is exercised
Debt converted into capital - - - -
Differences arising from business combination
- - - -
involving enterprises under common control
Equity acquisition from minority shareholders
- - - -
of subsidiaries
Capital reserve converted into capital - - - -
Other comprehensive income 3,527,500.00 - 360,000.00 3,167,500.00
Other capital reserve (861,527.35) - - (861,527.35)
Including: Equity component split from convertible
- - - -
corporate bonds
Fair value of equity-settled share-based equity
- - - -
instrument
Surplus of compensation granted by
- - - -
government for relocation in the public interests
Transfer from capital reserve under the previous
(2,781,133.00) - - (2,781,133.00)
accounting system
Others 1,919,605.65 - - 1,919,605.65
Total 166,226,055.65 - 360,000.00 165,866,055.65
37. Special reserve
Unit: RMB
Item Opening balance Increase Decrease Closing balance
2013:
Production safety fee 1,394,831.60 14,841,719.02 14,042,372.22 2,194,178.40
2012:
Production safety fee - 10,853,323.95 9,458,492.35 1,394,831.60
- 73 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
38. Surplus reserve
Unit: RMB
Item Opening balance Increase Decrease Closing balance
2013:
Statutory surplus reserve 464,704,268.52 18,981,440.00 - 483,685,708.52
2012:
Statutory surplus reserve 421,692,405.52 43,011,863.00 - 464,704,268.52
Note: 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,
and 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.
39. Unappropriated profit
Unit: RMB
Proportion of
appropriation or
Item Amount allocation
2013:
Before adjustment: Unappropriated profit at the end of prior year 2,414,907,916.91
Adjustment: Total unappropriated profit at the beginning of year -
After adjustment: Unappropriated profit at the beginning of year 2,414,907,916.91
Add: Net profit attributable to shareholders of the parent company for 502,894,547.79
the period
Less: Appropriation to statutory surplus reserve 18,981,440.00 Note 1
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 234,049,235.00 Note 2
Ordinary shares' dividends converted into share capital -
Unappropriated profit at the end of the period 2,664,771,789.70
2012:
Before adjustment: Unappropriated profit at the end of prior year 2,248,722,001.48
Adjustment: Total unappropriated profit at the beginning of year -
After adjustment: Unappropriated profit at the beginning of year 2,248,722,001.48
Add: Net profit attributable to shareholders of the parent company for 467,103,270.43
the period
Less: Appropriation to statutory surplus reserve 43,011,863.00
Appropriation to discretionary surplus reserve -
Appropriation to general risk reserve -
Ordinary shares' dividends payable 257,905,492.00
Ordinary shares' dividends converted into share capital -
Unappropriated profit at the end of the period 2,414,907,916.91
Note 1: Withdraw statutory surplus reserve
According to the Articles of Association, the Company is required to transfer 10% of its
net profit to the statutory surplus reserve.
- 74 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Unappropriated profit - continued
Note 2: Cash dividends approved by shareholders' meeting during the year
Pursuant to the board resolution on 28 May 2013, on the basis of 644,763,730 issued
shares for the year ended 31 December 2012, dividends of RMB3.63 for every 10 shares
were distributed to all the shareholders, which amounted to RMB234,049,235.00.
Note 3: Profit distribution decided after the balance sheet date
According to a proposal made at the seventh session of the seventh Board of Directors
held at 27 March 2014, on the basis of 644,763,730 issued shares as at 31 December 2013,
cash dividends of RMB251,457,854.70will be distributed to all the shareholders. The
above proposal regarding dividends distribution is yet to be approved at the shareholders'
meeting.
Note 4: Appropriation to surplus reserve that has been made by subsidiaries
As at 31 December 2013, the balance of the Group's unappropriated profit included
appropriation to surplus reserve that has been made by subsidiaries amounting to
RMB522,067,616.93 (31 December 2012: RMB497,496,804.00).
40. Operating income and operating costs
(1) Operating income and operating costs
Unit: RMB
Item 2013 2012
Principal operating income 1,705,818,574.07 1,710,327,274.38
Other operating income 74,956,262.23 73,518,860.38
Total 1,780,774,836.30 1,783,846,134.76
Principal operating costs 900,138,084.80 834,345,295.33
Other operating costs 9,996,655.10 10,256,123.19
Total 910,134,739.90 844,601,418.52
(2) Principal operating activities (classified by business)
Unit: RMB
2013 2012
Item Operating income Operating costs Operating income Operating costs
Load and unload services 1,605,650,252.96 786,939,147.60 1,600,968,079.24 743,507,147.27
Port ancillary services 88,769,243.40 113,198,937.20 97,455,819.85 90,838,148.06
Agency and others services 11,399,077.71 - 11,903,375.29 -
Total 1,705,818,574.07 900,138,084.80 1,710,327,274.38 834,345,295.33
- 75 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
40. Operating income and operating costs - continued
(3) Principal operating activities (classified by geographical areas)
Unit: RMB
2013 2012
Item Operating income Operating costs Operating income Operating costs
Mainland China 1,699,914,732.06 900,138,084.80 1,703,981,350.08 834,345,295.33
Hong Kong 5,903,842.01 - 6,345,924.30 -
Total 1,705,818,574.07 900,138,084.80 1,710,327,274.38 834,345,295.33
(4) Other services
Unit: RMB
2013 2012
Other operating Other operating Other operating Other operating
Item income cost income cost
Lease income 35,117,724.98 4,174,650.96 29,801,818.95 3,271,518.59
Security fee 11,117,771.40 - 10,456,055.27 -
Port ancillary services 15,926,858.54 4,402,367.57 17,308,127.31 5,045,888.27
Agency fee 3,507,269.40 1,419,636.57 3,555,772.45 1,938,716.33
Sales of material 2,109,256.02 - 2,908,705.11 -
Documentation fee 1,057,710.80 - 938,488.36 -
Others 6,119,671.09 - 8,549,892.93 -
Total 74,956,262.23 9,996,655.10 73,518,860.38 10,256,123.19
(5) Operating income from the Group's top five customers
Unit: RMB
Proportion to total operating
Name of customer Operating income income of the Group (%)
Customer A 453,539,386.05 25.47
Customer D 327,250,983.57 18.38
Customer B 112,291,688.74 6.31
Customer C 40,055,029.73 2.25
Customer F 30,998,707.60 1.74
Total 964,135,795.69 54.15
41. Business taxes and surcharges
Unit: RMB
Item 2013 2012 Basis of calculation
Business tax 3,848,934.78 53,812,383.37 Note
Urban maintenance and construction tax 1,444,519.09 3,996,559.48 Note
Education surcharges 814,298.78 2,866,407.34 Note
Others 653,344.16 475,896.13
Total 6,761,096.81 61,151,246.32
Note: Please refer to Note (III).
- 76 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
42. Financial expenses
Unit: RMB
Item 2013 2012
Interest expense 80,835,143.78 84,667,523.37
Less: Capitalized interest expenses 16,949,188.82 11,116,984.36
Less: Interest income 3,995,137.70 6,906,511.07
Exchange differences (22,816,441.78) 1,430,738.00
Less: Capitalized exchange differences - -
Others 3,882,116.02 2,688,398.36
Total 40,956,491.50 70,763,164.30
43. Impairment losses of assets
Unit: RMB
Item 2013 2012
I. Bad debt losses 265,451.99 331,339.05
II. Write-down of inventories 182,752.75 -
III. Impairment on available-for-sale financial assets - -
IV. Impairment on held-to-maturity investments - -
V. Impairment on long-term equity investments - -
VI. Impairment on investment properties - -
VII. Impairment on fixed assets - -
VIII. Impairment on construction materials - -
IX. Impairment on construction in progress - -
X. Impairment on bearer biological assets - -
XI. Impairment on oil and gas assets - -
XII. Impairment on intangible assets - -
XIII. Impairment on goodwill - -
XIV. Others - -
Total 448,204.74 331,339.05
44. Investment income
(1) Details of investment income
Unit: RMB
2013 2012
Long-term equity investments income under cost method 3,784,500.00 -
Long-term equity investments income under equity method 97,910,121.30 83,158,912.23
Investment income on disposal of long-term equity investment - -
Investment income on available-for-sale financial assets, etc. 360,000.00 360,000.00
Total 102,054,621.30 83,518,912.23
- 77 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
44. Investment income - continued
(2) Long-term equity investments income under cost method
Unit: RMB
Reasons for increases or
decreases in the current period
Investee 2013 2012 compared to the prior period
China Ocean Shipping Agency The investee distributed profit to
3,784,500.00 -
(Shenzhen) Company Limited shareholders this year
(3) Long-term equity investments income under equity method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2013 2012 compared to the prior period
MPIL 54,388,990.99 50,656,653.57 Net profit of investee fluctuates.
China Overseas Harbor Affairs
33,210,403.04 24,286,065.14 Net profit of investee fluctuates.
(Laizhou) Co.,Ltd
CMBL 7,749,916.44 6,197,940.60 Net profit of investee fluctuates.
China Merchants Holdings
(international ) Information 1,455,671.68 2,018,252.92 Net profit of investee fluctuates.
Technology Co.,Ltd
China Development Finance Co., Ltd 1,105,139.15 - Net profit of investee fluctuates.
Total 97,910,121.30 83,158,912.23
45. Non-operating income
(1) Details of non-operating income are as follows:
Unit: RMB
Amount recognized
as non-recurring
gain and loss in the
Item 2013 2012 current period
Total gains on disposal of non-current assets 24,433.38 1,190,772.35 24,433.38
Including: Gains on disposal of intangible assets - - -
Gains on disposal of fixed assets 24,433.38 1,190,772.35 24,433.38
Government grants 460,819.18 494,730.40 460,819.18
Insurance compensation income 525,096.31 1,800,200.00 525,096.31
Income derived from settlement of the payables
- 2,288,281.60 -
that cannot be paid
Others 1,837,957.60 1,864,403.38 1,837,957.60
Total 2,848,306.47 7,638,387.73 2,848,306.47
- 78 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
45. Non-operating income - continued
(2) Details of government grants are as follows:
Unit: RMB
Related to
assets/Related to
Item 2013 2012 income
Circulation business development project funds - 355,600.00 Related to income
Financial support funds of business tax converted to VAT 288,164.70 - Related to income
Modern logistics project special subsidies 166,956.52 139,130.40 Related to assets
Special subsidies for the development of modern service Related to assets
5,697.96 -
guide
Total 460,819.18 494,730.40
46. Non-operating expenses
Unit: RMB
Amount recognized as
non-recurring gain and
loss in the current
Item 2013 2012 period
Total losses on disposal of non-current assets 1,721,447.10 2,940,282.82 1,721,447.10
Including: Losses on disposal of fixed assets 1,721,447.10 2,940,282.82 1,721,447.10
Donations contributed 32,000.00 20,000.00 32,000.00
Amercement outlay 145,020.00 933.54 145,020.00
Others 244,186.96 867,519.76 244,186.96
Total 2,142,654.06 3,828,736.12 2,142,654.06
47. Income tax expenses
Unit: RMB
Item 2013 2012
Current tax expense calculated according to tax laws and relevant
117,799,271.21 133,843,163.12
requirements
Deferred income tax (290,662.71) (8,718,114.90)
Total 117,508,608.50 125,125,048.22
Reconciliation of income tax expenses to the accounting profit is as follows:
Unit: RMB
Item 2013 2012
Accounting profit 759,988,523.25 740,894,558.69
Income tax expenses calculated at 25% (the prior year: 25 %) 189,997,130.81 185,223,639.67
Effect of expenses that are not deductible for tax purposes 1,712,681.85 3,715,115.22
Effect of tax-free income (25,513,655.33) (20,879,728.00)
Effect of unrecognized deductible losses and deductible temporary
20,477,206.44 957,341.33
differences for tax purposes
Changes in opening balances of deferred tax assets/liabilities due to the
- -
adjustment in tax rate
Effect of different tax rates of subsidiaries operating in other jurisdictions (176,804.61) (302,040.32)
Effect of tax preference policy (74,362,866.22) (50,664,660.13)
Withholding tax (Note) 5,374,915.56 7,075,380.45
Income tax expense 117,508,608.50 125,125,048.22
- 79 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
47. Income tax expense - continued
Note: Withholding income tax was accrued at the rate of 5% or 10% for dividend payable to
Chiwan Wharf Holdings (H.K.) Limited for the year ended 31 December 2013, declared by
those Group's PRC subsidiaries of which Chiwan Wharf Holdings (H.K.) Limited is a
shareholder.
48. Government grants
Unit: RMB
Item 2013 2012
Government grants related to assets:
Modern logistics project special subsidies 1,000,000.00 -
Government grants related to income:
Financial support funds of business tax converted to VAT 288,164.70 -
Circulation business development project funds - 355,600.00
Sub-total 288,164.70 355,600.00
Total 1,288,164.70 355,600.00
Less: government grants credited in deferred income 1,000,000.00 -
Add: Government grants in current year profit debited deferred
income 172,654.48 139,130.40
Government grants credited in current year profit 460,819.18 494,730.40
49. Borrowing cost
Unit: RMB
Amount of borrowing
costs capitalised during Capitalisation
Name of Project the year rate
Construction in progress 16,949,188.82 6.10%
Sub-total of borrowing costs capitalised during the year 16,949,188.82
Borrowing costs recognised in profit or loss during the year 63,885,954.96
Total of borrowing costs during the year 80,835,143.78
50. Earnings per share
For the purpose of calculating earnings per share, net profit for the current period
attributable to ordinary shareholders is:
Unit: RMB
Item 2013 2012
Net profit for the current period attributable to ordinary shareholders 502,894,547.79 467,103,270.43
Including: Net profit from continued operations 502,894,547.79 467,103,270.43
Net profit from discontinued operations - -
- 80 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
50. Earnings per share - continued
For the purpose of calculating basic earnings per share, the denominator is the weighted average
number of outstanding ordinary shares and its calculation process is as follows:
Unit: RMB
Item 2013 2012
Number of ordinary shares outstanding at the beginning of year 644,763,730.00 644,763,730.00
Add: Weighted average number of ordinary shares issued during the
- -
period
Less: Weighted average number of ordinary shares repurchased
- -
during the period
Number of ordinary shares outstanding at the end of year 644,763,730.00 644,763,730.00
Unit: RMB
Item 2013 2012
Calculated based on net profit attributable to shareholders of the
parent:
Basic earnings per share 0.780 0.724
Diluted earnings per share 0.780 0.724
Calculated based on net profit from continued operations attributable
to shareholders of the parent:
Basic earnings per share 0.780 0.724
Diluted earnings per share 0.780 0.724
Calculated based on net profit from discontinued operations
attributable to shareholders of the parent:
Basic earnings per share - -
Diluted earnings per share - -
Since there are no dilutive potential ordinary shares, the diluted earnings per share equals to the
basic earnings per share.
- 81 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENT - continued
51. Other comprehensive income
Unit: RMB
Item 2013 2012
1. Gains (losses) arising from available-for-sale financial assets 370,000.00 (480,000.00)
Less: Tax effects arising from available-for-sale financial assets 92,500.00 (120,000.00)
Net amounts included in other comprehensive income in the prior
- -
period that are transferred to profit or loss for the period
Subtotal 277,500.00 (360,000.00)
2. Share of other comprehensive income of the investee accounted
- -
for using the equity method
Less: Tax effects arising from the share of other comprehensive
- -
income of the investee accounted for using the equity method
Net amounts included in other comprehensive income in the prior
- -
period that are transferred to profit or loss for the period
Subtotal - -
3. Gains (losses) arising from cash flow hedging instruments - -
Less: Tax effects arising from cash flow hedging instruments - -
Net amounts included in other comprehensive income in the prior
- -
period that are transferred to profit or loss for the period
Adjustments to the initial recognition amount of hedged items - -
Subtotal - -
4. Translation differences of financial statements denominated in
(107,852.00) 2,722.58
foreign currencies
Less: Net amounts transferred to profit or loss for the period on
- -
disposal of foreign operations
Subtotal (107,852.00) 2,722.58
5. Others - -
Less: Tax effects arising from other items recognized in other
- -
comprehensive income
Net amounts included in other comprehensive income in the prior
- -
period that are transferred to profit or loss for the period
Subtotal - -
Total 169,648.00 (357,277.42)
52. Notes to items in the cash flow statement
(1) Other cash receipts relating to operating activities
Unit: RMB
Item 2013 2012
Interest income 3,009,070.68 6,906,511.07
Refunds of Harbor Construction Fee received 1,651,232.18 5,048,835.00
Government grants 1,288,164.70 355,600.00
Others 2,338,196.74 1,131,730.20
Total 8,286,664.30 13,442,676.27
- 82 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
52. Notes to items in the cash flow statement - continued
(2) Other cash payments relating to operating activities
Unit: RMB
Item 2013 2012
Office expenses & utilities 6,388,525.52 8,748,558.16
Port expenses 14,105,498.72 7,699,962.59
Entertainment 6,157,884.55 7,575,397.13
Car expenses 4,540,709.81 5,294,284.85
Asset insurance 3,652,170.99 4,480,077.83
Consulting & auditing 3,491,886.00 4,423,778.96
Travel & accommodation 2,545,358.02 2,559,818.29
Advertisements & exhibition 273,812.31 189,179.23
Others 26,501,664.87 25,806,218.64
Total 67,657,510.79 66,777,275.68
(3) Other cash payments relating to financing activities
Unit: RMB
Item 2013 2012
Debt issue costs 175,000.00 400,000.00
Others 164,392.00 -
Total 339,392.00 400,000.00
- 83 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
53. Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Unit: RMB
Supplementary 2013 2012
1. Reconciliation of net profit to cash flows from operating
activities:
Net profit 642,479,914.75 615,769,510.47
Add: Provision for impairment losses of assets 448,204.74 331,339.05
Depreciation of fixed assets 180,212,504.89 166,466,467.06
Depreciation and amortization of investment property 1,215,753.72 1,215,753.72
Amortization of intangible assets 42,828,315.07 38,868,236.07
Amortization of long-term prepaid expenses 4,937,325.85 3,424,158.13
Losses on disposal of fixed assets , intangible assets and
1,697,013.72 1,749,510.47
other long-term assets
Financial expenses 36,934,435.66 74,942,295.87
Gains arising from investments (102,054,621.30) (83,518,912.23)
Decrease(Increase) in deferred tax assets (290,662.71) (8,718,114.90)
Decrease in inventories (110,537.64) 2,174,786.58
Decrease(Increase) in operating receivables 34,080,563.77 (32,480,512.53)
Increase(Decrease) in operating payables 54,800,086.71 (81,752,065.05)
Net cash flows from operating activities 897,178,297.23 698,472,452.71
2. Significant investing and financing activities that do not involve
cash receipts and payments:
Conversion of debt into capital - -
Convertible bonds due within one year - -
Fixed assets acquired under finance leases - -
3. Net changes in cash and cash equivalents:
Closing balance of cash 715,539,516.48 314,855,567.54
Less: Opening balance of cash 314,855,567.54 478,788,942.76
Add: Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase(Decrease) in cash and cash equivalents 400,683,948.94 (163,933,375.22)
(2) Composition of cash and cash equivalents
Unit: RMB
Item Closing balance Opening balance
I. Cash 715,539,516.48 314,855,567.54
Including: Cash on hand 10,685.59 14,390.23
Bank deposits 713,508,210.87 313,139,193.04
Other monetary funds 2,020,620.02 1,701,984.27
II. Cash equivalents - -
III. Closing balance of cash and cash equivalents 715,539,516.48 314,855,567.54
- 84 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(VI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
1. Parent of the Company
Unit: RMB
Proportion of
the entity's Proportion of
ownership the entity's Ultimate
interests held voting power controllin
Name of the Related party Type of the Place of Legal by the parent held by the g party of Organization
parent relationship entity incorporation representative Nature of business Registered capital (%) parent (%) the entity code
Controlling Listed in Hong
CMHI Hong Kong Fu Yuning Port shipping HKD5,000,000,000.00 - 66.10(Note) CMG N/A
shareholders Kong
The state
owned
assets
Land development,
supervisi
port service and
on and
Nanshan Controlling Sino-foreign transportation,
Shenzhen Fu Yuning RMB900,000,000.00 32.52 - (Note) Administ 61883297-6
Group shareholders joint venture industry and
ration
commerce, tour, real
Commiss
estate and others
ion of the
State
Council
The ultimate controller of the Group is CMG, whose financial statements are not required to be made public.
Note: As mentioned in Note (I), Nanshan Group had 57.52% equity in the Company before
1 Novermber 2012. Since 1 November 2012, CMHI obtained 8.58% equity via its
subsidiary Jing Feng Company, and obtained another 57.52% equity by entrustment
of Nanshan Group's stock, accordingly holding totally 66.10% of the voting shares.
Please refer to Note (I) for details.
On March 6th, 2013, the State-owned Assets Supervision and Administration
Commission of the State Council agreed that Nanshan Group transferred its holding
161,190,933 A-shares to Warehousing (Shenzhen) Co., Ltd, subsidiary of China
Merchants Holdings International. The transfer procedures of registration of the above
shares have been completed on April 25th, 2013.
2. Subsidiaries of the Company
The general background and other related information of the subsidiaries are set out in Note
(IV).
3. Associates and joint ventures of the Company
The general background and other related information of the associates and joint ventures
are set out in Note (V) 9.
- 85 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(VI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company
Relationships between other related
Name of other related parties parties and the Company Organization code
Haiqin Engineering Controlled by the same controlling shareholder 61888000-1
Shenzhen Mawan Port Co., Ltd. ("SMP") Controlled by the same controlling shareholder 74322579-6
Shenzhen Mawan Wharf Co., Ltd. ("SMW") Controlled by the same controlling shareholder 74322582-5
China Merchants Port Services (Shenzhen) Co., Ltd ("CMPS") Controlled by the same controlling shareholder 19244179-0
Shekou Container Terminals Limited ("SCT") Controlled by the same controlling shareholder 61883279-X
An Xunjie Container Terminals Limited Controlled by the same controlling shareholder 75048172-0
Shenzhen Lian Yunjie Container Terminals Limited Controlled by the same controlling shareholder 71093674-3
China Merchants International Cold Chain (Shenzhen) Company
Controlled by the same controlling shareholder 61889222-3
Limited ("CMCCL")
Shenzhen Haixing Harbor Development Co.,Ltd("Haixing") Controlled by the same controlling shareholder 61884362-4
Shenzhen Huxing Tug Service Co., Ltd. Controlled by the same controlling shareholder 19233962-2
Shenzhen Lianda Tug Service Co., Ltd. Controlled by the same controlling shareholder 61880378-8
China Ocean Shipping Agency (Shenzhen) Company Limited Controlled by the same controlling shareholder 19244404-3
Hongkong International Enterprise Co., Ltd. Controlled by the same controlling shareholder N/A
Shenzhen Malai Warehouse Co., Ltd. Controlled by the same controlling shareholder 79255372-9
Laizhou Hairun of Port Management Co. Ltd. A subsidiary of the associate 763687373
Shenzhen China Merchants Shangzhi Investment Co., Ltd. Controlled by the same ultimate actual controller 57637705-4
Shenzhen China Merchants Qianhaiwan Property Co., Ltd. Controlled by the same ultimate actual controller 79386851-1
Shenzhen China Merchants International Shipping Agency Co., Ltd. Controlled by the same ultimate actual controller 70840200-5
Youlian shipyard Shekou Co. Ltd. Controlled by the same ultimate actual controller 61880825-5
Shenzhen City Venture Investment Co. Ltd. Controlled by the same ultimate actual controller 70844223
Shenzhen China Merchants Property Management Co., Ltd. Controlled by the same ultimate actual controller 19244307-3
Associated company controlled by the controlling
China Petroleum Supply Base Co., Ltd. ("CPSB") 61883389-9
shareholder
Shenzhen Nanshan Real Estate development Ltd.(Nanshan Associated company controlled by the controlling
75046859-3
Development) shareholder
Associated company controlled by the controlling
Zengcheng Xinkang property Co., Ltd. 70820542-3
shareholder
Associated company controlled by the controlling
Shenzhen Baowan Holding Co., Ltd. 61885906-0
shareholder
Associated company controlled by the controlling
Shenzhen Chiwan Property Management Co., Ltd. 70846415-0
shareholder
Shenzhen Chixiao Construction Technology Co., Ltd. (Chixiao Associated company controlled by the controlling
61881595-7
Construction) shareholder
Associated company controlled by the controlling
Shenzhen Xuqin Industrial Development Co., Ltd.(“Xuqin”) 70845749-5
shareholder
Associated company controlled by the same ultimate
China Merchant Bank Co., Ltd.("CMB") 10001686-X
actual controller
Nantian Oilmills(Note) Ex-common key management personnel 61881614-0
Shenzhen Southsea Grains Industries Limited ("Southsea
Ex-common key management personnel 61883769-7
Grains")(Note)
Note: Since 7th January 2013, Nantian Oilmills and Southsea Grains have no common key
management personnel with the Company; hence, they are no longer the related
parties during this year.
- 86 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(VI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions
(1) Sales and purchase of goods, provision and receipt of services
Unit: RMB
2013 2012
Proportion of the Proportion of the
Pricing and amount of related amount of related
decision-making party transactions to party transactions to
procedures of that of similar that of similar
Type of related party Content of related related party transactions transactions
Related parties transaction party transaction transactions Amount (%) Amount (%)
Purchase of goods and receiving of services:
China Merchants Holdings
Technical service
(International) Information Receipt of service Negotiation 6,054,584.25 0.67 13,471,885.50 1.6
fee
Technology Company Ltd
Load and unload
Haixing Receipt of service Negotiation 5,551,215.00 0.61 3,997,020.00 0.47
service
Xuqin Receipt of service Construction Negotiation 5,145,932.00 0.57 2,197,526.40 0.26
Load and unload
SCT Receipt of service Negotiation 5,127,662.33 0.56 4,259,648.91 0.5
service
Project
Haiqin Engineering Receipt of service Negotiation 3,735,710.81 0.41 9,111,950.00 1.08
management
Shenzhen Chiwan Property Property
Receipt of service Negotiation 1,646,853.90 0.18 2,094,793.27 0.25
Management Co., Ltd management fee
An Xunjie Container Terminals Load and unload
Receipt of service Negotiation 1,203,967.80 0.13 13,691,728.64 1.62
Limited service
Zengcheng Xinkang property Co., Property
Receipt of service Negotiation 695,282.50 0.08 509,668.00 0.06
Ltd. management fee
Shenzhen China Merchants
International Shipping Agency Co., Receipt of service Agency service Negotiation 558,033.65 0.07 - -
Ltd.
Shenzhen Lian Yunjie Container Load and unload
Receipt of service Negotiation 403,304.44 0.05 4,586,447.37 0.54
Terminals Limited service
Property
CPSB Receipt of service Negotiation 135,911.18 0.01 137,267.71 0.02
management fee
Load and unload
SMP Receipt of service Negotiation 53,678.40 0.006 75,998.40 0.01
service
Load and unload
SMW Receipt of service Negotiation 23,040.00 0.003 153,326.50 0.02
service
Load and unload
Nantian Oilmills Receipt of service Negotiation N/A N/A 519,863.96 0.06
service
Total 30,335,176.26 54,807,124.66
Rendering of services:
SMP Provision of service Trailer service etc. Negotiation 10,810,885.66 11.28 9,384,717.81 16.25
Laizhou Hairun of Port
Provision of service Trailer service Negotiation 6,600,000.00 7.44 0.03
Management Co. Ltd. 2,750,000.00
CMBL Provision of service Trailer service etc. Negotiation 4,620,706.25 5.21 7,792,336.58 13.49
SMW Provision of service Trailer service etc. Negotiation 4,252,942.34 4.48 3,159,122.71 5.47
China Ocean Shipping Agency
Provision of service Tugboat service Negotiation 4,771,884.34 4.49 7,272,911.38 9.02
(Shenzhen) Company Limited
Shenzhen China Merchants
International Shipping Agency Co., Provision of service Tugboat service Negotiation 2,572,233.96 2.90 2,700,256.00 3.35
Ltd.
SCT Provision of service Trailer service etc. Negotiation 2,015,570.01 1.54 2,387,496.22 4.13
China Overseas Harbour Affairs
Provision of service Dispatch income Negotiation 941,581.20 8.26 2,930,997.09 0.18
(Laizhou) Co., Ltd
Load and unload
CMCCL Provision of service Negotiation 781,333.00 0.15 526,056.00 0.03
service
Shenzhen Lianda Tug Service Co.,
Provision of service Tugboat service Negotiation 550,105.88 0.62 2,034,716.73 2.52
Ltd.
Youlian shipyard Shekou Co. Ltd. Provision of service Shipping service Negotiation 384,457.36 0.43 1,386,369.60 2.40
Shenzhen Huxing Tug Service Co.,
Provision of service Tugboat service Negotiation 196,056.23 0.22 168,368.25 0.21
Ltd.
Zengcheng Xinkang property Co.,
Provision of service Others Negotiation 6,666.72 0.06 7,173.12 0.001
Ltd.
Load and unload
Southsea Grains Provision of service Negotiation N/A N/A 909,166.94 0.05
service
Load and unload
Nantian Oilmills Provision of service Negotiation N/A N/A 14,695,584.99 0.88
service
Total 38,504,422.95 58,105,273.42
- 87 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(VI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(2) Leases with related parties
The Group as the lessor:
Unit: RMB
Basis of Lease income
Type of leased Inception date Expiration date determining the recognised in the
Name of lessor Name of lessee assets of leases of leases lease income current year
Coastal line,
The Company CPSB packing yards and January 2013 December 2013 Negotiation 12,873,750.00
road lighting
Chiwan Container
Terminal Company CMBL Crane January 2013 December 2013 Negotiation 1,920,000.00
Limited
Total 4,793,750.00
The Group as the lessee:
Unit: RMB
Basis of Lease payment
Type of Inception Expiration determining the recognised in the
Name of lessor Name of lessee leased assets date of leases date of leases lease payment current year
Land, Office
Companies within Automatic
Nanshan Group and packing January 2013 Negotiation 65,266,429.79
the Group renewal
yard
The Company and
Shenzhen Malai Chiwan Container December
Warehouse January 2013 Negotiation 7,037,155.55
Warehouse Co., Ltd. Terminal 2013
Company Limited
Chiwan Container
Former Bay December
CMPS Terminal January 2013 Negotiation 3,000,000.00
port lands 2013
Company Limited
Packing yard December
CPSB The Company January 2013 Negotiation 1,252,919.70
and crane 2013
Shenzhen China Chiwan Container
December
Merchants Shangzhi Terminal Buildings January 2013 Negotiation 706,971.00
2013
Investment Co., Ltd. Company Limited
December
SCT The Company Crane January 2013 Negotiation 720,000.00
2013
Shenzhen Chiwan
Property December
The Company Building January 2013 Negotiation 255,272.30
Management Co., 2013
Ltd.
Shenzhen Chiwan
Shenzhen Baowan Shipping and December
Warehouse January 2013 Negotiation 100,494.13
Holding Co., Ltd. Transportation 2013
Company Limited
Total 78,339,242.47
(3) Compensation for key management personnel
Unit: RMB
Item 2013 2012
Compensation for key management personnel 8,108,000.00 8,630,000.00
- 88 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(VI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties
Unit: RMB
Item Related parties Closing balance Opening balance
Cash and bank China Merchants Bank 152,851,220.46 50,688,701.00
Accounts SMP 1,397,911.61 649,861.31
receivable China Ocean Shipping Agency (Shenzhen)
880,489.90 -
Company Limited
SCT 768,650.00 665,100.28
SMW 460,432.07 193,574.85
CMBL 334,800.00 432,460.00
Shenzhen China Merchants International
151,120.00 -
Shipping Agency Co., Ltd.
CPSB 113,503.83 -
Nantian Oilmills N/A 1,616,308.03
Southsea Grains N/A 1,285,840.60
Others 7,403.04 11,103.56
Total 4,114,310.45 4,854,248.63
Advances Xuqin - 93,006.00
Other receivables CMBL 1,000,000.00 1,427,200.08
Shenzhen CM Qianhaiwan Property Co.,
448,820.00 435,884.00
Ltd.
CMCCL 435,542.50 108,040.00
SMP 334,438.26 38,609.78
SMW 207,921.81 1,327,947.36
Xuqin 320,000.00 320,000.00
CPSB 135,621.91 135,621.91
Shenzhen China Merchants Shangzhi
85,684.00 198,008.00
Investment Co., Ltd.
SCT - 187,101.86
Shenzhen China Merchants Property
5,294.00 80,423.20
Management Co., Ltd.
Shenzhen City Venture Investment Co.
- 20,052.00
Ltd.
Others 120,572.70 19,150.00
Total 3,093,895.18 4,298,038.19
Dividends
MPIL 3,334,985.50 -
receivable
Accounts payable Nanshan Group 21,210,268.59 4,256,802.86
Haiqin Engineering 4,225,367.81 4,355,107.45
China Merchants Holdings (International)
3,069,805.00 802,290.00
Information Technology Company Ltd.
Xuqin 2,483,784.77 239,976.51
Zengcheng Xinkang property Co., Ltd. 138,310.50 123,540.75
Nantian Oilmills N/A 291,764.02
Chixiao Construction - 113,000.00
Others 120,000.00 2,857.65
Total 31,247,536.67 10,185,339.24
Dividends Hongkong International Enterprise Co.,
77,208,156.09 -
payable Ltd.
- 89 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(VI) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
Unit: RMB
Item Related parties Closing balance Opening balance
Other Laizhou Hairun of Port Management Co.
550,000.00 550,000.00
payables Ltd.
SMW 336,428.00 44,702.66
China Merchants Holdings (International)
298,403.00 163,300.00
Information Technology Company Ltd.
CMBL 112,928.51 12,000.00
SCT 13,872.00 2,801,555.00
Others 10,385.10 108,028.30
Total 1,322,016.61 3,679,585.96
(VII) COMMITMENTS
1. Capital commitments
Unit: RMB
Item Closing balance Opening balance
Capital commitments that have been entered into but have
not been recognised in the financial statements:
Commitment for acquisition of long-term assets 117,323,839.67 353,109,299.31
2. Operating lease commitments
As of the balance sheet date, the Group had the following commitments in respect of non-
cancellable operating leases:
Unit: RMB
Item Closing balance Opening balance
Minimum lease payments under non-cancellable operating
leases:
1st year subsequent to the balance sheet date 21,549,029.24 10,136,023.61
2nd year subsequent to the balance sheet date 10,149,611.12 8,718,378.00
3rd year subsequent to the balance sheet date 280,341.36 8,340,011.00
More than 3 years 1,327,099.83 1,588,601.04
Total 33,306,081.55 28,783,013.65
(VIII) EVENTS AFTER THE BALANCE SHEET
1. Profit appropriation after the balance sheet date
Unit: RMB
Item Amount
Proposed distribution of profits or dividends (Note) 251,457,854.70
Profits or dividends declared to be distributed To be approved by General meeting of shareholders
Note: Please refer to Note (V) 39.
- 90 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(IX) OTHER SIGNIFICANT EVENTS
According to a proposal considered and passed at the fifth session of the seventh Board of
Directors held on 23 April 2013 and 2012 Annual Shareholders' General Meeting held on 21 May
2013, the Company is approved to merge Shenzhen Chiwan Trains-Grains Terminal Company
Limited and Shenzhen Chiwan Terminal Company Limited by absorption.
On 25 January 2014, Economy, Trade and Information Commission of Shenzhen Municipality
released Reply to the Company's Proposed Merge of Shenzhen Chiwan Trains-Grains Terminal
Company Limited and Shenzhen Chiwan Terminal Company Limited (filed as Shen Jing Mao Xin
xi[2014]No.109), agreeing the merger of the Company and Shenzhen Chiwan Terminal Company
Limited by absorption.
On 29 February 2014, Shenzhen Chiwan Terminal Company Limited completed the procedure of
cancellation of registration.
(X) SEGMENT REPORTING
Subject to the Group's in-house infrastructure, management requirements and internal reporting
system, the operation businesses of the Group are classified into three reporting segments
determined based on the nature of business. The Group's management periodically evaluates the
operating results of these reporting segments to make decisions about resources to be allocated to
the segments and assess their performance. Major products and services delivered or provided by
each of the reporting segments are load and unload services, trailer and tugboat business, agency
services and other segments.
Segment information is disclosed in accordance with the accounting policies and measurement
standards adopted by each segment when reporting to management. The measurement basis is
consistent with the accounting and measurement basis in the preparation of the financial
statements.
- 91 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(X) SEGMENT REPORTING - continued
(1) Segment information
Unit: RMB
Load and unload services Trailer and tugboat business Agency services Unappropriated items Inter-segment deduction Total
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
Operating income
Revenue arising from external
1,668,049,422.40 1,664,268,714.06 95,225,068.70 100,205,819.85 17,500,345.20 19,371,600.85 - - - - 1,780,774,836.30 1,783,846,134.76
transactions
Revenue arising from inter-segment
- - 65,764,188.32 40,915,355.72 117,822.50 - - - (65,882,010.82) (40,915,355.72) - -
transactions
Total operating income 1,668,049,422.40 1,664,268,714.06 160,989,257.02 141,121,175.57 17,618,167.70 19,371,600.85 - - (65,882,010.82) (40,915,355.72) 1,780,774,836.30 1,783,846,134.76
Reconciling items:
Operating Income in the financial statements 1,780,774,836.30 1,783,846,134.76
Operating cost 858,643,893.87 792,177,702.37 114,799,318.52 91,504,973.61 2,573,538.33 1,834,098.26 - - (65,882,010.82) (40,915,355.72) 910,134,739.90 844,601,418.52
Segment operating profits 809,405,528.53 872,091,011.69 46,189,938.50 49,616,201.96 15,044,629.37 17,537,502.59 - - - - 870,640,096.40 939,244,716.24
Reconciling items:
Business taxes and surcharges 4,174,275.23 55,297,994.29 225,959.09 4,315,273.27 2,360,862.49 1,537,978.76 - - - - 6,761,096.81 61,151,246.32
General and administrative expenses 118,025,118.92 106,539,704.88 9,749,695.93 8,684,709.66 7,952,977.08 6,663,054.70 29,518,261.88 31,545,502.48 - - 165,246,053.81 153,432,971.72
Financial expenses 19,982,454.31 25,905,412.79 (837,522.00) (130,253.59) (63,586.23) (530,953.89) 21,875,145.42 45,518,958.99 - - 40,956,491.50 70,763,164.30
Impairment losses of assets 303,958.75 230,238.86 - - 144,245.99 21,322.87 - 79,777.32 - - 448,204.74 331,339.05
Investment Income - - - - - - 672,315,614.56 616,036,203.10 (570,260,993.26) (532,517,290.87) 102,054,621.30 83,518,912.23
Operating profit 666,919,721.32 684,117,660.87 37,051,805.48 36,746,472.62 4,650,130.04 9,846,100.15 620,922,207.26 538,891,964.31 (570,260,993.26) (532,517,290.87) 759,282,870.84 737,084,907.08
Non-operating income 2,693,856.46 6,638,505.65 20,702.99 26,018.69 133,747.02 973,863.39 - - - - 2,848,306.47 7,638,387.73
Non-operating expenses 2,022,361.73 1,395,073.09 94,394.63 116,520.95 25,897.70 2,317,142.08 - - - - 2,142,654.06 3,828,736.12
Gross profit 667,591,216.05 689,361,093.43 36,978,113.84 36,655,970.36 4,757,979.36 8,502,821.46 620,922,207.26 538,891,964.31 (570,260,993.26) (532,517,290.87) 759,988,523.25 740,894,558.69
Income tax expenses 100,546,310.01 122,545,872.35 9,483,730.55 9,155,955.61 830,159.26 1,141,826.93 6,648,408.68 (7,718,606.67) - - 117,508,608.50 125,125,048.22
Net profit 567,044,906.04 566,815,221.08 27,494,383.29 27,500,014.75 3,927,820.10 7,360,994.53 614,273,798.58 546,610,570.98 (570,260,993.26) (532,517,290.87) 642,479,914.75 615,769,510.47
- 92 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(X) SEGMENT REPORTING - continued
(1) Segment information - continued
Unit: RMB
Load and unload services Trailer and tugboat business Agency services Unappropriated items Inter-segment deduction Total
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
Total segment assets 5,443,487,886.90 5,132,632,282.84 215,576,142.44 223,004,419.04 48,802,059.00 47,280,807.56 8,299,414,360.00 6,955,570,183.05 (6,660,751,233.64) (5,577,357,241.39) 7,346,529,214.70 6,781,130,451.10
Total assets in the financial
5,443,487,886.90 5,132,632,282.84 215,576,142.44 223,004,419.04 48,802,059.00 47,280,807.56 8,299,414,360.00 6,955,570,183.05 (6,660,751,233.64) (5,577,357,241.39) 7,346,529,214.70 6,781,130,451.10
statements
Total segment liabilities 2,083,487,247.53 2,066,069,370.81 130,774,956.80 138,347,617.03 37,526,123.00 34,985,424.15 3,110,213,353.00 2,121,151,606.77 (2,743,548,647.50) (2,044,433,473.10) 2,618,453,032.83 2,316,120,545.66
Total liabilities in the financial
2,083,487,247.53 2,066,069,370.81 130,774,956.80 138,347,617.03 37,526,123.00 34,985,424.15 3,110,213,353.00 2,121,151,606.77 (2,743,548,647.50) (2,044,433,473.10) 2,618,453,032.83 2,316,120,545.66
statements
Supplementary information
Depreciation 169,715,743.20 155,682,380.31 10,813,144.42 10,842,546.79 752,016.68 750,021.61 147,354.31 407,272.07 - - 181,428,258.61 167,682,220.78
Amortization 45,911,207.77 41,900,772.84 17,496.54 122,913.00 - - 1,836,936.51 268,708.36 - - 47,765,640.92 42,292,394.20
Interest income 1,173,513.16 2,439,077.55 13,734.16 4,020.26 7855.57 7,783.29 2,800,034.81 4,455,629.97 - - 3,995,137.70 6,906,511.07
Interest expense 8,445,130.01 37,520,346.84 - - - - 55,440,824.95 36,030,192.17 - - 63,885,954.96 73,550,539.01
Investment income from long-
term equity investment under - - - - - - 97,910,121.30 83,158,912.23 - - 97,910,121.30 83,158,912.23
equity method
Long-term equity investment - - - - - - 1,560,688,285.03 1,531,041,908.34 - - 1,560,688,285.03 1,531,041,908.34
Non-current assets other than
4,565,523,487.02 4,393,365,740.13 141,720,090.93 147,881,496.71 18,031,913.46 18,760,310.63 209,868,092.65 218,235,583.83 (157,909,567.98) (157,909,567.98) 4,777,234,016.08 4,620,333,563.32
long-term equity investment
- 93 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(X) SEGMENT REPORTING - continued
(2) Segment revenue from external transactions by source and non-current assets by geographical
location
Unit: RMB
Item 2013 2012
Revenue from external transactions with domestic
1,774,690,281.49 1,777,315,427.86
customers
Revenue from external transactions with Hong Kong
6,084,554.81 6,530,706.90
customers
Sub-total 1,780,774,836.30 1,783,846,134.76
Unit: RMB
Item 2013 2012
Non-current assets located in local country 4,703,349,975.80 4,547,110,307.68
Non-current assets located in Hong Kong 44,343.54 44,221.61
Sub-total 4,703,394,319.34 4,547,154,529.29
(3) Degree of reliance on major customers
The revenue derived from the top two clients of the Group in load and unload services is
RMB780,790,369.62, occupying 43.85% of the Group's total revenue.
(XI) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Group's major financial instruments include currency funds, equity and debt investments,
borrowings, account receivables, account payables etc. Details of these financial instruments are
disclosed in Note (V). The risks associated with these financial instruments and the policies on
how to mitigate these risks are set out below. Management manages and monitors these exposures
to ensure the risks are monitored at a certain level.
1. Risk management objectives and policies
The Group's risk management objectives are to achieve proper balance between risks and yield,
minimize the adverse impacts of risks on the Group's operation performance, and maximize the
benefits of the shareholders and other equity investors. Based on these risk management
objectives, the Group's basic risk management strategy is to identify and analyze the industry's
exposure to various risks, establish appropriate bottom line for risk tolerance, implement risk
management, and monitors these exposures to ensure the risks are monitored at a certain level.
- 94 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XI) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
1. Risk management objectives and policies - continued
1.1 Market risk
1.1.1. Currency risk
Currency risk is the risk that losses will occur because of changes in foreign exchange rates. The
Group's exposure to the currency risk is primarily associated with USD and HKD. Several of the
Group's subsidiaries have purchases and sales denominated in HKD while the Group's other
principal activities are denominated and settled in RMB. As at 31 December 2013, the balance of
the Group's assets and liabilities are both denominated in RMB, except that balance of assets set
out below is in HKD and USD. Currency risk arising from the foreign currency balance of assets
and liabilities may have impact on the Group's performance.
Unit: RMB
Item Closing balance Opening balance
Cash and cash equivalents 103,935,039.66 122,142,181.87
- HKD 31,017,228.58 94,523,749.66
- USD 72,916,292.09 27,617,945.32
- RMB 1,518.99 486.89
Accounts receivable 22,875,401.14 40,939,777.49
- HKD 4,985,052.96 2,321,769.81
- USD 9,937,095.08 34,303,954.48
- RMB 7,953,253.10 4,314,053.20
Short-term borrowings 550,340,000.00 1,080,929,700.00
- HKD 550,340,000.00 1,080,929,700.00
Accounts payable 1,953,953.35 3,852,312.54
- HKD 873,982.40 566,028.47
- USD - 5,619.24
- RMB 1,079,970.95 3,280,664.83
The Group closely monitors the effects of changes in the foreign exchange rates on the Group's
currency risk exposures, to minimize the company's currency risk. According to the current risk
exposure and judgment of the exchange rate movements, management considers the probable loss
resulted from foreign exchange rate fluctuation to be fairly low.
1.1.2. Interest rate risk
The Group's interest rate risk arises from debt with interests, such as bank loan. The floating
interest rate of financial liability makes the Group confronted with interest rate risk of cash flows.
And the fixed interest rate of financial liability makes the Group confronted with interest rate risk
of fair value. The Group determines the relative proportion of fixed interest rate and floating
interest rate according to the prevailing market conditions.
The financial department of the Group has been responsible for monitoring the interest rate. The
increase of interest rate could enhance the cost of new interest-bearing debts and that of
outstanding floating interest-bearing debts, which has material adverse effect on the financial
performance of the Group. The management would make prompt responses to the latest market
conditions, including obtaining fixed rate loan or adjusting financial leverage ratio, etc.
- 95 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XI) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
1. Risk management objectives and policies - continued
1.2. Credit risk
As at 31 December 2013, the Group's maximum exposure to credit risk which will cause a
financial loss to the Group due to failure to discharge an obligation by the counterparties and
financial guarantees issued by the Group is arising from the carrying amount of the respective
recognized financial assets as stated in the consolidated balance sheet. For financial instruments
measured at fair value, the carrying amount reflects the exposure to risks but not the maximum
exposure to risks; the maximum exposure to risks would vary according to the future changes in
fair value.
In order to minimize the credit risk, the Group has delegated a team responsible for determination
of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action
is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each
individual trade debt at each balance sheet date to ensure that adequate impairment losses are
made for irrecoverable amounts. In this regard, the management of the Group considers that the
Group's credit risk is significantly reduced.
The credit risk on liquid funds is limited because the counterparties are banks with high credit
ratings.
The Company adopted necessary policies to make sure that all clients and customers are attributed
with merit credit records.
1.3. Liquidity risk
In the management of the liquidity risk, the Group monitors and maintains a level of cash and
cash equivalents deemed adequate by the management to finance the Group's operations and
mitigate the effects of fluctuations in cash flows. The management monitors the utilization of
bank borrowings and ensures compliance with loan covenants.
Most of the Group's bank borrowings are short-term borrowings. As at 31 December 2013, the
Group has net current liabilities of RMB507,618,546.34 (2012: RMB918,431,181.05). The
Group's management is confident that short-term borrowings will be rolled over or replaced by a
new financing channel when due. In addition, the Group has available unutilized bank loan
facilities of approximately RMB4,094,903,500.00 (2012: RMB3,999,925,800.00). Consequently,
the management believes that the Group is not exposed to significant liquidity risks. In addition,
other factors that have been taken into account in the disclosure of how to mitigate liquidity risk
should also be disclosed.
- 96 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XI) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
1. Risk management objectives and policies - continued
1.3. Liquidity risk - continued
The following is the maturity analysis for financial assets and financial liabilities held by the
Group which is based on undiscounted remaining contractual obligations:
Unit: RMB
More than 5
Item Book value Total amount Within one year 1-5 years years
Cash at bank and on hand 715,539,516.48 715,539,516.48 715,539,516.48 - -
Notes receivable 200,000.00 200,000.00 200,000.00 - -
Accounts receivable 223,441,476.99 223,441,476.99 223,441,476.99 - -
Interest receivable 984,200.00 984,200.00 984,200.00 - -
Dividends receivable 3,334,985.50 3,334,985.50 3,334,985.50 - -
Other receivables 12,579,679.85 12,579,679.85 12,579,679.85 - -
Short-term borrowings 550,340,000.00 558,797,286.53 558,797,286.53 - -
Available-for-sale financial
assets
5,580,000.00 5,580,000.00 5,580,000.00 - -
Accounts payable 139,534,522.12 139,534,522.12 139,534,522.12 - -
Interest payable 36,813,185.09 36,813,185.09 36,813,185.09 - -
Dividends payable 77,208,156.09 77,208,156.09 77,208,156.09 - -
Other payable 35,743,558.49 35,743,558.49 35,743,558.49 - -
Other current liabilities 500,000,000.00 510,605,555.56 510,605,555.56 - -
Bonds payable 993,510,137.00 1,214,036,067.75 54,044,535.23 1,159,991,532.52 -
2. Fair value
Fair values of the financial assets and financial liabilities are determined as follows:
The fair value of financial assets and financial liabilities with standard terms and conditions
traded on active markets are determined with reference to quoted market bid prices and ask
prices respectively;
The fair value of other financial assets and financial liabilities (excluding derivative
instruments) are determined in accordance with generally accepted pricing models based on
discounted cash flow analysis or using prices from observable current market transactions;
The fair value of derivative instruments are determined with reference to quoted market
prices.
The management considers that the book value of financial assets and liabilities measured at
amortized cost is approximately equal to the fair value of financial assets and liabilities.
- 97 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XI) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
2. Fair value - continued
Fair value hierarchy
The following table provides an analysis of financial instruments that are measured subsequent to
initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair
value is observable.
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 (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3 - inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
Unit: RMB
Closing Balance
Item Level 1 Level 2 Level 3 Total
Held-for-trading financial assets:
- Derivative financial assets - - - -
Available-for-sale financial assets:
- Equity instruments 5,580,000.00 - - 5,580,000.00
Total 5,580,000.00 - - 5,580,000.00
Held-for-trading financial liabilities:
- Derivative financial liabilities - - - -
Total - - - -
Unit: RMB
Opening Balance
Item Level 1 Level 2 Level 3 Total
Held-for-trading financial assets:
－ Derivative financial assets - - - -
Available-for-sale financial assets:
－ Equity instruments 5,210,000.00 - - 5,210,000.00
Total 5,210,000.00 - - 5,210,000.00
Held-for-trading financial liabilities:
－ Derivative financial liabilities - - - -
Total - - - -
There are no transfers between Level 1 and Level 2 for the fair value measurements of the
Group's financial assets and financial liabilities in the current year and in the prior year.
- 98 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XI) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
3. Sensitivity analysis
The Group adopts sensitivity analysis techniques to analyze how the entity's profit and loss for the
period and shareholders 'equity would have been affected by changes in the relevant risk variables
that were reasonably possible. As it is unlikely that risk variables will change in an isolated
manner, and the interdependence between risk variables will have significant effect on the amount
ultimately influenced by the changes in a single risk variable, the following items are based on the
assumption that each risk variable has changes on a stand-alone basis.
3.1. Currency risk
3.1.1 The assumption for the sensitivity analysis on currency risk is that all the cash flow hedges
and hedges of a net investment in a foreign operation are highly effective.
3.1.2 The Group does not conduct sensitivity analysis of the subsidiary with HKD as its functional
currency, as it is exposed to minimal foreign exchange risk. The table below is a sensitivity
analysis of RMB functional currency of the Company and its subsidiaries to foreign exchange risk.
On the basis of the above assumption, where all other variables are held constant, the reasonably
possible changes in the foreign exchange rate may have the following pre-tax effect on the profit
or loss for the period or equity:
Unit: RMB
2013 2012
Effect on Effect on
Changes in shareholders' shareholders'
Item exchange rate Effect on profits equity Effect on profits equity
All foreign 5% appreciation
(21,617,915.68) (21,617,915.68) (46,136,696.42) (46,136,696.42)
currencies against RMB
All foreign 5% depreciation
21,617,915.68 21,617,915.68 46,136,696.42 46,136,696.42
currencies against RMB
3.2. Sensitivity analysis on interest rate risk:
3.2.1 The sensitivity analysis on interest rate risk is based on the following assumptions:
For fixed rate financial instruments measured at fair value, changes in the market interest rate
may influence the interest income or expense of the variable rate financial instruments;
For derivative financial instruments designated as hedging instruments, changes in the
market interest rate influence their fair values, and all the hedges of interest rate risk are
expected to be highly effective;
Changes in the fair value of derivative financial instruments and other financial assets and
liabilities are calculated at the market interest rate as at the balance sheet date, using the
method of discounted cash flow analysis.
- 99 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XI) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
3. Sensitivity analysis - continued
3.2. Sensitivity analysis on interest rate risk: - continued
3.2.2 On the basis of the above assumptions, where all other variables are held constant, the
reasonably possible changes in the interest rate may have the following pre-tax effect on the profit
or loss for the period or equity:
Unit: RMB
2013 2012
Effect on Effect on
shareholders' shareholders'
Item Changes in interest rate Effect on profits equity Effect on profits equity
Floating rate loan Increase by 1% (84,572.87) (84,572.87) (223,643.06) (223,643.06)
Floating rate loan Decrease by 1% 84,572.87 84,572.87 223,643.06 223,643.06
(XII) NOTES TO THE FINANCIAL STATEMENTS
1. Accounts receivable
(1) Disclosure of accounts receivable by categories:
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Item Amount (%) Amount (%) Amount (%) Amount (%)
Accounts receivable that are individually significant and for
- - - - - - - -
which bad debt provision has been assessed individually(Note)
Accounts receivable for which bad debt provision has been assessed by portfolios
Portfolio 1 340,769.83 1.87 - - 75,000.00 0.42 - -
Portfolio 2 17,876,763.45 98.13 - - 17,679,008.55 99.58 - -
Subtotal of portfolios 18,217,533.28 100.00 - - 17,754,008.55 100.00 - -
Total 18,217,533.28 100.00 - - 17,754,008.55 100.00 - -
Note: Top five balances of accounts receivable are deemed as individually significant accounts
receivable by the Group.
Aging analysis of accounts receivable is as follows:
Unit: RMB
Closing balance Opening balance
Carrying Proportion Bad debt Carrying Proportion Bad debt
Aging amount (%) provision Book value amount (%) provision Book value
Within 1 year 18,217,533.28 100.00 - 18,217,533.28 17,754,008.55 100.00 - 17,754,008.55
Accounts receivable portfolios for which bad debt provision has been assessed using the aging
analysis approach:
Unit: RMB
Closing balance Opening balance
Carrying Proportion Bad debt Carrying Proportion Bad debt
Aging amount (%) provision Book value amount (%) provision Book value
Within 1 year 17,876,763.45 100.00 - 17,876,763.45 17,679,008.55 100.00 - 17,679,008.55
- 100 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
1. Accounts receivable - continued
(2) Top five companies with the largest balances of accounts receivable:
Unit: RMB
Proportion of
the amount to
the total
Relationship with accounts
Name of entity the Company Amount Aging receivable (%)
Customer G Customer 4,541,298.40 Within 1 year 24.93
Customer H Customer 3,333,484.15 Within 1 year 18.30
Customer I Customer 1,791,495.50 Within 1 year 9.83
Customer J Customer 1,455,589.30 Within 1 year 7.99
Customer K Customer 1,336,102.08 Within 1 year 7.33
Total 12,457,969.43 68.38
(3) As at 31 December 2013, no balances included in above accounts receivable are due from the
shareholders of the Company who hold over 5% voting right. Please refer to Note (XII) 6(1) for
receivables from related parties.
2. Other receivables
(1) Disclosure of other receivables by categories:
Unit: RMB
Closing balance Opening balance
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion Proportion
Category Amount (%) Amount (%) Amount (%) Amount (%)
Other receivables that are individually
significant and for which bad debt provision - - - - - - - -
has been assessed individually
Other receivables for which bad debt provision has been assessed by portfolios
Portfolio 1 825,316,780.47 99.95 - - 358,333,721.97 99.87 29,779.00 0.01
Portfolio 2 383,456.60 0.05 383,456.60 100.00 476,691.04 0.13 191,728.30 40.22
Subtotal of portfolios 825,700,237.07 100.00 383,456.60 0.04 358,810,413.01 100.00 221,507.30 0.06
Total 825,700,237.07 100.00 383,456.60 0.04 358,810,413.01 100.00 221,507.30 0.06
Note: Top five balances of other receivables are deemed as individually significant other
receivables by the Group.
Aging analysis of other receivables is as follows:
Unit: RMB
Closing balance Opening balance
Proportion Bad debt Proportion Bad debt
Aging Carrying amount (%) provision Book value Carrying amount (%) provision Book value
Within 1 year 821,613,575.43 99.50 - 821,613,575.43 355,219,377.43 99.00 - 355,219,377.43
More than 1 year 884,236.88 0.10 - 884,236.88 1,311,073.95 0.36 - 1,311,073.95
More than 2 years but not
839,166.12 0.10 - 839,166.12 1,641,199.67 0.46 191,728.30 1,449,471.37
exceeding 3 years
More than 3 years 2,363,258.64 0.30 383,456.60 1,979,802.04 638,761.96 0.18 29,779.00 608,982.96
Total 825,700,237.07 100.00 383,456.60 825,316,780.47 358,810,413.01 100.00 221,507.30 358,588,905.71
- 101 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
2. Other receivables - continued
Disclosure of other receivables by categories: - continued
Other receivables portfolios for which bad debt provision has been assessed using the aging
analysis:
Unit: RMB
Closing balance Opening balance
Proportion Bad debt Proportion Bad debt
Aging Carrying amount (%) provision Book value Carrying amount (%) provision Book value
Within 1 year - - - - 93,234.44 19.56 - 93,234.44
More than 1 year - - - - - - - -
More than 2 years but not
- - - - 383,456.60 80.44 191,728.30 191,728.30
exceeding 3 years
More than 3 years 383,456.60 100.00 383,456.60 - - - - -
Total 383,456.60 100.00 383,456.60 - 476,691.04 100.00 191,728.30 284,962.74
(2) Top five companies with the largest balances of other receivables:
Unit: RMB
Proportion of the
amount to the total
Relationship with the accounts
Name of entity Company Amount Aging receivable (%)
Dongguan Chiwan Terminal Company Subsidiary of the
417,000,000.00 Within one year 50.53
Limited Company
Subsidiary of the
Dongguan Chiwan Wharf Co., Ltd. 393,700,000.00 Within one year 47.70
Company
Shenzhen Chiwan Shipping and Subsidiary of the
10,000,000.00 Within one year 1.21
Transportation Company Limited Company
Subsidiary of the
Chiwan Wharf Holdings (H.K.) Limited 2,835,771.65 Within one year 0.34
Company
Shenzhen International West Logistics More than 1 year but
The third party 481,920.00 0.06
Co., Ltd not exceeding 2 years
Total 824,017,691.65 99.84
(3) As at 31 December 2013, no balances included in above other receivables are due from the
shareholders of the Company who hold over 5% voting right. Please refer to Note (XII) 6(1) for
receivables from related parties.
- 102 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
3. Long-term equity investments
(1) Categories of long-term equity investments
Unit: RMB
Item Opening balance Increase Decrease Closing balance
Investment in subsidiaries 1,052,288,200.00 100,000,000.00 - 1,152,288,200.00
Investment in joint ventures 820,062,280.52 33,210,403.04 19,734,686.52 833,537,997.04
Investment in associates 245,260,181.35 6,435,769.06 1,655,355.54 250,040,594.87
Other long-term equity investments 17,037,500.00 - - 17,037,500.00
Subtotal 2,134,648,161.87 139,646,172.10 21,390,042.06 2,252,904,291.91
Less: Provision for impairment of
3,128,300.00 - - 3,128,300.00
long-term equity investments
Net amount 2,131,519,861.87 139,646,172.10 21,390,042.06 2,249,775,991.91
As at 31 December 2013, the long-term equity investments of the Company were not subject to
restriction on disposal or remittance of return on investments.
- 103 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
3. Long-term equity investments - continued
(2) Details of long-term equity investments are as follows:
Unit: RMB
Explanation of the
Proportion proportion of ownership
Proportion of of voting interests being not Provision for
ownership power in the consistent with the Provision for impairment
Changes interests in the investee proportion of voting impairment losses for the Cash dividends
Investee Accounting method Investment cost Opening balance (increase/decrease) Closing balance investee (%) (%) power losses period for the period
Shenzhen Chiwan Terminal Company
Cost method 47,500,000.00 47,500,000.00 - 47,500,000.00 95.00 95.00 N/A - - 50,231,186.70
Limited
Shenzhen Chiwan International
Cost method 5,500,000.00 5,500,000.00 - 5,500,000.00 100.00 100.00 N/A - - 1,095,391.12
Freight Agency Company Limited
Shenzhen Chiwan Harbor Container
Cost method 250,920,000.00 250,920,000.00 - 250,920,000.00 84.98 84.98 N/A - - 134,968,108.50
Company Limited
Shenzhen Chiwan Transportation
Cost method 7,000,000.00 7,000,000.00 - 7,000,000.00 75.00 75.00 N/A - - 4,677,410.56
Company Limited
Chiwan Wharf Holdings (H.K.)
Cost method 1,070,000.00 1,070,000.00 - 1,070,000.00 100.00 100.00 N/A - - -
Limited
Shenzhen Chiwan Shipping and
Cost method 24,000,000.00 24,000,000.00 - 24,000,000.00 90.00 90.00 N/A - - 19,132,052.29
Transportation Company Limited
Shenzhen Chiwan Trains-Grains
Cost method 33,750,000.00 33,750,000.00 - 33,750,000.00 75.00 75.00 N/A - - 18,386,937.33
Terminal Company Limited
Chiwan Container Terminal Company
Cost method 421,023,200.00 421,023,200.00 - 421,023,200.00 51.00 51.00 N/A - - 165,794,356.37
Limited
Dongguan Chiwan Wharf Company
Cost method 186,525,000.00 186,525,000.00 - 186,525,000.00 41.45 41.45 N/A - - -
Limited
Dongguan Chiwan Terminal
Cost method 75,000,000.00 75,000,000.00 100,000,000.00 175,000,000.00 43.75 43.75 N/A - - -
Company Limited
China Ocean Shipping Agency
Cost method 13,510,000.00 13,510,000.00 - 13,510,000.00 15.00 15.00 N/A - - 3,784,500.00
(Shenzhen) Company Limited
Shenzhen Petro-chemical Industry
Cost method 3,500,000.00 3,500,000.00 - 3,500,000.00 0.26 0.26 N/A 3,117,800.00 - -
(Group) Company Limited.
Guangdong Guang Jian Group
Cost method 27,500.00 27,500.00 - 27,500.00 0.02 0.02 N/A 10,500.00 - -
Company Limited
China Merchants Holdings
(international) information technology Equity method 1,875,000.00 13,682,516.01 (199,683.86) 13,482,832.15 23.16 23.16 N/A - - 1,655,355.54
company Ltd
CMBL Equity method 140,000,000.00 131,577,665.34 3,874,958.23 135,452,623.57 20.00 20.00 N/A - - -
China Development Finance Co., Ltd. Equity method 100,000,000.00 100,000,000.00 1,105,139.15 101,105,139.15 20.00 20.00 N/A - - -
China Overseas Harbor Affairs
Equity method 749,655,300.00 820,062,280.52 13,475,716.52 833,537,997.04 40.00 40.00 N/A - - 19,734,686.52
(Laizhou) Co., Ltd.
Total 2,134,648,161.87 118,256,130.04 2,252,904,291.91 3,128,300.00 - 419,459,984.93
- 104 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
3. Long-term equity investments - continued
(3) Investments in joint ventures and associates
Unit: RMB
Proportion of Proportion of
ownership voting power in Investee's total Investee's total Total net assets at Total operating
interests in the the investee assets at the end of liabilities at the end the end of the income for the Net profit for the
Investee investee (%) (%) the period of the period period period period
I. Joint ventures
China Overseas Harbor
40.00 40.00 2,157,527,582.53 265,540,406.40 1,891,987,176.13 300,487,702.31 70,268,048.80
Affairs (Laizhou) Co., Ltd.
II. Associates
China Merchants Holdings
(international) information 23.16 23.16 77,894,322.16 17,052,169.42 60,842,152.74 73,453,927.69 6,285,283.60
technology company Ltd
CMBL 20.00 20.00 2,105,335,486.99 1,427,727,957.53 677,607,529.46 189,827,039.85 19,374,791.08
China Development Finance
20.00 20.00 1,908,559,441.61 1,403,033,745.86 505,525,695.75 19,442,819.95 5,525,695.75
Co., Ltd.
(4) Provision for long-term equity investments
Unit: RMB
Opening Closing
Investee balance Increase Decrease balance
Shenzhen Petro-chemical Industry (Group)
3,117,800.00 - - 3,117,800.00
Company Limited
Guangdong Guang Jian Group Company
10,500.00 - - 10,500.00
Limited
Total 3,128,300.00 - - 3,128,300.00
4. Operating income and operating costs
(1) Operating income and operating costs
Unit: RMB
Item 2013 2012
Principal operating income 127,084,165.21 177,348,589.13
Other operating income 28,005,602.33 27,071,317.81
Total 155,089,767.54 204,419,906.94
Principal operating costs 142,627,601.31 142,687,625.42
Other operating costs 2,809,353.45 2,091,220.48
Total 145,436,954.76 144,778,845.90
(2) Principal operating activities (classified by business)
Unit: RMB
2013 2012
Item Operating income Operating costs Operating income Operating costs
Load and unload services 127,084,165.21 142,627,601.31 177,348,589.13 142,687,625.42
- 105 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
4. Operating income and operating costs - continued
(3) Other activities
Unit: RMB
2013 2012
Other operating Other operating Other operating Other operating
Item income costs income costs
Lease 18,628,185.18 2,809,353.45 16,908,609.84 2,091,220.48
Port ancillary services 8,506,654.91 - 9,296,352.26 -
Documentation fee 427,999.04 - 578,442.12 -
Sales of material 399,842.47 - 215,544.46 -
Security fee 42,920.73 - 72,369.13 -
Total 28,005,602.33 2,809,353.45 27,071,317.81 2,091,220.48
(4) Operating income from the Company's top five customers
Unit: RMB
Proportion to total
operating income of the
Name of customer Operating income Company (%)
Customer M 23,832,048.44 15.37
Customer N 19,543,607.59 12.60
Customer H 10,738,586.32 6.92
Customer O 8,663,961.37 5.59
Customer P 8,639,356.29 5.57
Total 71,417,560.01 46.05
5. Investment income
(1) Details of investment income
Unit: RMB
Item 2013 2012
Income of long-term equity investments under cost method 398,069,942.87 195,723,865.85
Income of long-term equity investments under equity method 39,646,172.10 29,403,289.36
Income from disposal of long-term equity investment - -
Investment income on available-for-sale financial assets, etc. 360,000.00 360,000.00
Total 438,076,114.97 225,487,155.21
- 106 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
5. Investment income - continued
(2) Income of long-term equity investments under cost method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2013 2012 compared to the prior period
Chiwan Container Terminal Company The dividends distributed by
Limited
165,794,356.37 - investee fluctuate.
Shenzhen Chiwan Harbour Container The dividends distributed by
Company Limited
134,968,108.50 102,428,275.40 investee fluctuate.
Shenzhen Chiwan Terminal Company The dividends distributed by
Limited
50,231,186.70 45,605,008.67 investee fluctuate.
Shenzhen Chiwan Shipping and The dividends distributed by
Transportation Company Limited
19,132,052.29 18,801,575.10 investee fluctuate.
Shenzhen Chiwan Trains-Grains Terminal The dividends distributed by
Company Limited
18,386,937.33 22,545,382.10 investee fluctuate.
Shenzhen Chiwan Transportation The dividends distributed by
Company Limited
4,677,410.56 4,957,030.98 investee fluctuate.
Chiwan Container Terminal Company The dividends distributed by
Limited
3,784,500.00 - investee fluctuate.
Shenzhen Chiwan International Freight The dividends distributed by
Agency Company Limited
1,095,391.12 1,386,593.60 investee fluctuate.
Total 398,069,942.87 195,723,865.85
(3) Income of long-term equity investments under equity method
Unit: RMB
Reasons for increases or
decreases in the current
Investee 2013 2012 compared to the prior period
China Overseas Harbour Affairs (Laizhou) Net income of investee
Co., Ltd
33,210,403.04 24,286,065.14 fluctuates.
Net income of investee
CMBL 3,874,958.22 3,098,970.44 fluctuates.
China Merchants Holdings (international) Net income of investee
information technology company Ltd
1,455,671.69 2,018,253.78 fluctuates.
Net income of investee
China Development Finance Co., Ltd 1,105,139.15 - fluctuates.
Total 39,646,172.10 29,403,289.36
- 107 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
6. Related party transactions
(1) Amounts due from/to related parties
Unit: RMB
Item Related parties Closing balance Opening balance
Interests receivable Shenzhen Chiwan International Freight Agency Company Limited 218,084.00 218,084.00
Shekou Container Terminals Limited 107,750.00 75,000.00
CPSB 110,353.83 -
Accounts receivable
China Ocean Shipping Agency (Shenzhen) Company Limited 122,666.00 -
Total 340,769.83 75,000.00
Other receivables Dongguan Chiwan Terminal Company Limited 393,700,000.00 186,200,000.00
Dongguan Chiwan Wharf Company Limited 417,000,000.00 145,400,000.00
Shenzhen Chiwan Shipping and Transportation Company Limited 10,000,000.00 22,000,000.00
Chiwan Wharf Holdings (H.K.) Limited 2,835,771.65 2,640,282.80
CPSB 135,621.91 135,621.91
Hinwin Development Company Limited 24,536.15 151,528.71
Total 823,695,929.71 356,527,433.42
Long-term
Chiwan Wharf Holdings (H.K.) Limited 11,004,284.75 11,004,284.75
receivables
Advances Xuqin - 93,006.00
Accounts payable Xuqin 1,841,926.00 772,544.00
Nanshan Group 1,764,168.70 628,077.56
Shenzhen Chiwan Transportation Company Limited - 381,118.59
Shekou Container Terminals Limited 120,000.00 60,000.00
Shenzhen Chiwan Shipping and Transportation Company Limited 335,665.00 -
Total 4,061,759.70 1,841,740.15
Other payables Chiwan Container Terminal Company Limited 145,868,442.09 159,102,834.35
Shenzhen Chiwan Trains-Grains Terminal Company Limited 79,646,554.60 71,634,252.49
Shenzhen Chiwan Transportation Company Limited 45,365,261.99 48,126,285.99
Shenzhen Chiwan Harbor Container Company Limited 50,853,300.94 37,322,399.41
Shenzhen Chiwan Terminal Company Limited 43,211,371.33 30,344,683.32
Dongguan Chiwan Wharf Company Limited 13,241,025.98 10,579,341.78
Shenzhen Chiwan International Freight Agency Company Limited 4,447,292.32 2,564,560.28
Shenzhen Chiwan Shipping and Transportation Company Limited 1,426,865.36 1,527,693.18
Dongguan Chiwan Terminal Company Limited 280,246.26 600,130.39
Chiwan Wharf Holdings (H.K.) Limited 596,348.85 470,423.34
China Merchants Holdings (International) Information Technology
6,400.00 -
Company Ltd.
Total 384,943,109.72 362,272,604.53
Interests payable Shenzhen Chiwan Trains-Grains Terminal Company Limited 1,462,499.93 1,425,624.99
Shenzhen Chiwan Shipping and Transportation Company Limited 1,839,083.26 1,247,375.05
Shenzhen Chiwan Terminal Company Limited 774,550.04 307,916.66
Chiwan Container Terminal Company Limited 494,250.00 213,750.00
Total 4,570,383.23 3,194,666.70
Note: The Company collectively manages and coordinates the use of the capital within the Group.
Various subsidiaries save their money with the Company, or apply for fund when needed.
The Company collects fund usage expenses based on the actual financing costs incurred.
- 108 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
(XII) NOTES TO THE FINANCIAL STATEMENTS - continued
6. Related party transactions - continued
(2) Guarantee with related parties
Unit: RMB
Inception date of Expiration date of Whether guarantee
The guarantor The principal Guaranteed amount guarantee guarantee has been fulfilled
Dongguan Chiwan Terminal
100,000,000.00 26/04/2012 07/02/2015 No
Company Limited
Shenzhen Chiwan Harbor
100,000,000.00 26/04/2012 07/02/2015 No
Container Company Limited
Total 200,000,000.00
Note: By December 31st, 2013, the loans under the above guarantees have all been repaid.
7. Supplementary information to the cash flow statement
Unit: RMB
Supplementary information 2013 2012
1. Reconciliation of net profit to cash flows from operating activities:
Net profits 363,887,260.39 189,814,396.35
Add: Provision for impairment losses of assets 161,950.98 79,777.32
Depreciation of fixed assets 12,828,393.10 13,388,345.68
Depreciation and amortization of investment property 959,405.64 959,405.64
Amortization of intangible assets 3,738,351.72 3,175,445.41
Amortization of long-term prepaid expenses 1,865,829.22 587,328.34
Losses on disposal of fixed assets, intangible assets and
796,360.49 2,416,755.45
other long-term assets
Financial expenses 47,728,134.93 58,517,937.59
Loss (Gains) arising from investments (438,076,114.97) (225,487,155.21)
Decrease (Increase) in deferred tax assets 1,240,064.59 (10,351,390.47)
Decrease in inventories (118,918.68) 62,219.45
Decrease (Increase) in operating receivables (468,525,575.41) (127,708,552.99)
Increase (Decrease) in operating payables 20,135,783.36 (378,090,474.92)
Net cash flows from operating activities (453,379,074.64) (472,635,962.36)
2. Net changes in cash and cash equivalents:
Closing balance of cash 465,329,241.75 149,792,424.85
Less: Opening balance of cash 149,792,424.85 187,090,694.42
Net increase in cash and cash equivalents 315,536,816.90 (37,298,269.57)
- 109 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2013
1. BREAKDOWN OF EXTRAORDINARY GAINS AND LOSSES
Unit: RMB
Item Amounts Description
Profit or loss on disposal of non-current assets (1,697,013.72)
Tax refunds or reductions with ultra vires approval or without official approval
-
documents
Government grants recognized in profit or loss (except for grants that are closely
related to the Company's business and are in amounts and quantities fixed in 460,819.18
accordance with the national standard)
Money lending income earned from non-financial institutions in profit or loss -
The excess of attributable fair value of identifiable net assets over the consideration
-
paid for subsidiaries, associates and joint ventures
Profit or loss on exchange of non-monetary assets -
Profit or loss on entrusted investments or assets management -
Impairment losses provided for each asset due to force majeure, e.g. acts of God -
Profit or loss on debt restructuring -
Business restructuring expenses, e.g., expenditure for layoff of employees, integration
-
expenses, etc.
Profit or loss relating to the unfair portion in transactions with unfair transaction price -
Net profit or loss of subsidiaries recognized as a result of business combination of
enterprises under common control from the beginning of the period up to the business -
combination date
Profit or loss arising from contingencies other than those related to normal operating
-
business
Profit or loss on changes in the fair value of financial assets and financial liabilities
held for trading and investment income on disposal of held-for-trading financial
-
assets, held-for-trading financial liabilities and available-for-sale financial assets,
other than the effective hedging activities relating to normal operating business
Reversal of provision for accounts receivable that are tested for impairment losses
-
individually
Profit or loss on entrusted loans -
Profit or loss on changes in the fair value of investment properties that are
-
subsequently measured using the fair value model
Effects on profit or loss of one-off adjustment to profit or loss for the period according
-
to the requirements by tax laws and accounting laws and regulations
Custodian fees earned from entrusted operation -
Other non-operating income or expenses other than above 1,941,846.95
Other profit or loss that meets the definition of non-recurring profit or loss -
Tax effects (127,755.31)
Effects of minority interest (after tax) (152,508.15)
Total 425,388.95
2. RETURN ON NET ASSETS AND EARNINGS PER SHARE ("EPS")
The return on net assets and EPS have been prepared by Shenzhen Chiwan Wharf Co., Ltd (hereinafter
"the Company") in accordance with Information Disclosure and Presentation Rules for Companies
Making Public Offering No. 9 - Calculation and Disclosure of Return on Net Assets and Earnings per
Share (Revised 2010) issued by China Securities Regulatory Commission.
Unit: RMB
EPS
Weighted average return on net
Profits incurred in the current period assets (%) Basic EPS Diluted EPS
Net profit for the current period attributable to
ordinary shareholders 13.257 0.780 0.780
Net profit attributable to ordinary shareholders
after extraordinary gains and losses 13.246 0.780 0.780
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
SUPPLEMENTARY INFORMATION TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2013
3. ABNORMAL FINANCIAL STATEMENTS ITEMS ("F/S ITEMS") AND EXPLANATION OF
REASONS
Unit: RMB
F/S items 2013 2012 Change by Cause for the changes
Additional bond financing and increase in payments for
1 Currency funds 715,539,516.48 314,855,567.54 127.26%
construction in progress
2 Notes receivable 200,000.00 1,680,000.00 (88.10%) Receipt of payment when notes are due
Dividends receivable from MPIL, an associate, not yet
3 Dividends receivable 3,334,985.50 - -
received
4 Other receivables 12,579,679.85 15,984,053.14 (21.30%) Timely settlement
5 Other current assets 15,672,486.73 8,956,589.43 74.98% Increase in input VAT pending for deduction
6 Long-term equity investments 1,574,597,485.03 1,544,951,108.34 1.92% Increase in investment in associates and joint ventures
Transfer of bulk barn and facilities attached to 2#-3# berth
7 Fixed assets 2,828,481,942.32 2,701,093,453.30 4.72%
Machong Port after completion of construction
Increase in construction expenditure and transfer after
8 Construction in progress 615,064,297.08 609,932,608.74 0.84%
completion of construction
9 Other non-current assets 174,669,665.62 123,309,396.98 41.65% Increase in land funds prepaid
10 Short-term borrowings 550,340,000.00 1,180,929,700.00 (53.40%) Repayment
11 Taxes payable 61,282,690.48 40,854,859.42 50.00% Increase in enterprise income tax payable
12 Interest payable 36,813,185.09 18,541,172.99 98.55% Increase in interest expenses on bonds
Dividends payable to minority shareholders not yet paid
13 Dividends payable 77,208,156.09 - -
by subsidiaries
14 Other payables 59,144,474.30 41,574,838.40 42.26% Increased quality margin
Non-current liabilities due
15 4,676,624.27 39,727,206.52 (88.23%) Repayment of borrowings due within one year
within one year
16 Other current liabilities 500,000,000.00 - - Issuance of short-term bonds during the year
17 Long-term borrowings - 150,000,000.00 - Repayment of long-term bank borrowing
18 Bonds payable 993,510,137.00 496,545,753.43 100.08% Issuance of new bonds during the year
Decrease in volume of bulk businesses and agency
19 Operating income 1,780,774,836.30 1,783,846,134.76 (0.17%)
businesses
20 Operating costs 910,134,739.90 844,601,418.52 7.76% Rising labor cost and depreciation
Business taxes and
21 6,761,096.81 61,151,246.32 (88.94%) Decrease in business tax due to VAT conversion
surcharges
Decrease in interest payments and increase in exchange
22 Financial expenses 40,956,491.50 70,763,164.30 (42.12%)
gains
Decrease in write-off of payables that cannot be paid and
23 Non-operating income 2,848,306.47 7,638,387.73 (62.71%)
in gains on disposal of fixed assets
24 Non-operating expenses 2,142,654.06 3,828,736.12 (44.04%) Decrease in loss on disposal of fixed assets
