Report for the First Quarter of 2014 - Chiwan Wharf Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No. 2014-021 Shenzhen Chiwan Wharf Holdings Limited Report for the First Quarter of 2014 Section I. Important Reminders I. 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 the information carried in 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. II. All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report. III. All directors have attended the board session for reviewing this report. IV. This quarterly Financial Statements was un-audited. V. Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Fang and Financial Manager Ms. Li Li hereby announce that they guarantee the factuality, accuracy and completeness of the financial statements enclosed in this report. VI. This report is prepared in both Chinese and English. Should there be any understanding discrepancy between the two versions, the Chinese version shall prevail. Section II. Financial Highlights & Change of Shareholders I. Financial highlights Does the Company adjust retrospectively or restate any accounting data of previous periods? □ Yes √ No Jan.-Mar. 2014 Jan.-Mar. 2013 +/- Total operating income (RMB Yuan) 404,266,553.22 412,475,925.33 -1.99% Net profit attributable to shareholders of the parent (RMB Yuan) 106,553,992.04 130,207,443.98 -18.17% Net profit attributable to shareholders of the parent after 104,705,247.80 129,730,049.98 -19.29% extraordinary gains and losses (RMB Yuan) Net cash flows from operating activities (RMB Yuan) 147,151,915.58 141,992,180.29 3.63% Basic EPS (RMB Yuan/share) 0.165 0.202 -18.32% Diluted EPS (RMB Yuan/share) 0.165 0.202 -18.32% Weighted average ROE (%) 2.62% 3.47% -0.85% 31 Mar. 2014 31 Dec. 2013 +/- Total assets (RMB Yuan) 7,437,143,338.04 7,346,529,214.70 1.23% Total shareholder’s equity attributable to equity holders of the 4,054,847,730.82 3,947,846,392.77 2.71% parent (RMB Yuan) 1 Report for the First Quarter of 2014 - Chiwan Wharf Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Item 1 Jan. 2014-31 Mar. 2014 (RMB Yuan) Explanation Profit or loss on disposal of non-current assets - Government grants recognized in profit or loss 3,892,446.28 Other non-operating income and expenses other than the above 69,087.88 Tax effects (808,275.42) Minority interests effects (after tax) (1,304,514.50) Total 1,848,744.24 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders Unit: share Total number of shareholders at the period-end 35,971, with 27,589 being A-share holders, and 8,382 being B-share holders Shareholdings of top 10 shareholders (all non-restricted shareholders) Nature of Shareholding Number of Number of Type of shareholder Name of shareholder percentage non-restricted pledged or shares (A, B, (state-owned or (%) shares held frozen shares H or other) foreign) CHINA NANSHAN DEVELOPMENT 32.52% 209,687,067 0 A-share (GROUP) INC. SHENZHEN MALAI STORAGE CO., LTD. 25% 161,190,933 0 A-share KEEN FIELD ENTERPRISES LIMITED Foreign shareholder 8.58% 55,314,208 0 B-share CMBLSA RE FTIF TEMPLETON ASIAN Foreign shareholder 7.43% 47,914,954 Unknown B-share GRW FD GTI 5496 GIC PRIVATE LIMITED Foreign shareholder 0.66% 4,275,390 Unknown B-share EMPLOYEES PROVIDENT FUND Foreign shareholder 0.44% 2,828,270 Unknown B-share TEMPLETON ASIAN GROWTH FUND Foreign shareholder 0.41% 2,657,852 Unknown B-share BAYVK A2-FONDS Foreign shareholder 0.41% 2,614,089 Unknown B-share BBH A/C VANGUARD EMERGING Foreign shareholder 0.40% 2,595,918 Unknown B-share MARKETS STOCK INDEX FUND CMBNA/STICHTING PENS FND ABP Foreign shareholder 0.39% 2,504,856 Unknown B-share China Merchants Holdings (International) Co., Ltd. (“CMHI”) was a shareholder of China Nanshan Development (Group) Inc. (“CND Group”), Shenzhen Malai Storage Explanation on associated relationship or Co., Ltd. (Malai Storage) was a wholly-funded subsidiary of CMHI, and Keen Field persons acting in concert among the Enterprises Limited was also a wholly-funded subsidiary of CMHI. Other than that, above-mentioned shareholders the Company does not know whether the other non-restricted shareholders are related parties or not. Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 2 Report for the First Quarter of 2014 - Chiwan Wharf Section III. Significant Events I. Significant changes of the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 +/- (%) Financial expenses 20,712,863.67 11,047,426.43 87.49% Investment gain 26,958,571.17 18,203,848.53 48.09% Minority interests income 22,698,936.19 37,499,611.35 -39.47% Various taxes and fares paid 39,685,744.00 27,351,801.40 45.09% Cash payments related to other operating activities 19,992,324.71 39,351,492.04 -49.20% Cash payments to acquire or construct fixed assets, intangible 27,783,353.64 90,259,583.05 -69.22% assets and other long-term assets Cash borrowings received 118,965,000.00 - - Debt repayments in cash 118,965,000.00 5,000,000.00 2279.30% Financial expenses increased mainly because the average interest balance of borrowings and the exchange loss increased. Investment gain increased mainly because the profit from joint venture and associated companies increased. Minority interests income decreased mainly because the container throughput of non-wholly-funded subsidiaries decreased, causing a decrease in profit of this business. Various taxes and fares paid increased mainly because the income taxes paid in the reporting year by subsidiaries for last year increased. Cash payments related to other operating activities decreased mainly because the payments made on behalf of others decreased. Cash payments to acquire or construct fixed assets, intangible assets and other long-term assets decreased mainly because the investments into fixed assets of Machong Wharf decreased. Cash borrowings received and debt repayments in cash both increased mainly because new borrowings were secured and due borrowings were repaid in the current year while there was no such event last year. II. Progress of significant events and analysis & explanations on their influence and solutions N/A III. Commitments made by the Company or any shareholder with a shareholding over 5% in the reporting period or such commitments carried down into the reporting period Time of Commitment Term of Commitment Contents making Fulfillment maker commitment commitment 1. Commitments made by China Merchants Holdings It is promised that (International) about share custody; the horizontal Commitment in 2. Commitment made by China Merchants Holdings competition issue the acquisition (International) about guaranteeing the independency of the will be solved In the report or the CMHI Company; 17 Sept. 2012 through ways such process of report on equity 3. Commitment made by China Merchants Holdings as asset execution changes (International) about horizontal competition; and reorganization in 4. Commitment made by China Merchants Holdings the coming 3-5 (International) about regulating related-party transactions years. 3 Report for the First Quarter of 2014 - Chiwan Wharf 1. Commitment made by Malai Storage about guaranteeing the independency of the Company; Whenever Malai In the 2. Commitment made by Malai Storage about horizontal Storage holds the Malai Storage 27 Dec. 2012 process of competition; and Company s ’ execution 3. Commitment made by Malai Storage about regulating shares related-party transactions CND Group irrevocably and unconditionally agrees that if Chiwan Wharf suffers from any loss, expense, liability, demanded compensation or law suit due to any actual or 20 Mar. 2001; potential illegality or unenforceability in any land use In the 18 Jun. 2003; CND Group agreement or relevant documents signed or to be signed by Standing process of 29 Sept. 2004 CND Group or other related problems, CND Group execution promises to give full immunity to the recipient party of the Other land use right and its inheritor and the recipient person commitments regarding the aforesaid matters. made to If the Company cannot pay interest on time, pay principals minority upon maturity or is involved in any violation, it shall at shareholders Whenever any of least take the following measures: the corporate 1. Not to distribute profit to shareholders; 26 Apr. 2012; In the The bonds of “11 2. Suspend capital outlay projects such as significant 18 Oct. 2013 process of Company Chiwan 01” and outward investments or mergers; execution “13 Chiwan 01” 3. Reduce or stop salaries and bonuses for directors and exists senior management staff; and 4. Not to remove the persons held chiefly responsible. Executed in time Yes or not? Specific reason for failing to fulfill the Inapplicable commitment and plan for the next step (if any) IV. Predict the operating results of Jan.-Jun. 2014 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: □ Applicable √ Inapplicable V. Securities investments Initial Number of Closing Gain/loss for Number of Shareholding Shareholding Variety of Code of Name of investment shares held book value reporting Accounting shares held at percentage at percentage at Source of stock securities securities securities cost (RMB at (RMB period title period-begin period-begin period-end Yuan) period-end Yuan) (RMB Yuan) Shares held by legal entity, Available-for which is -sale Stock 600377 NHGS 1,120,000 1,000,000 0.02% 1,000,000 0.02% 5,310,000 - allowed for financial circulation assets after share reform Long-term Shares held by Stock 400032 SHA1 3,500,000 780,000 0.26% 780,000 0.26% 382,200 - equity legal entity investment Long-term Shares held by Stock 400009 GJ1 27,500 20,000 0.02% 20,000 0.02% 17,000 - equity legal entity investment Total 4,647,500 1,800,000 -- 1,800,000 -- 5,709,200 - -- -- VI. Derivative investments Derivative investments held at period-end: □ Applicable √ Inapplicable 4 Report for the First Quarter of 2014 - Chiwan Wharf VII. Researches, visits and interviews received in the reporting period Place of Main discussion and materials Time of reception Way of reception Visitor type Visitor reception provided by the Company Basic information of operations Office of the Telephone Individual and investments of the Company Jan.-Mar. 2014 Individual Company communication investors and the financial status of the Company VIII. Other The Company’s internal control progress: In the first quarter of 2014, according to the work plan for internal control, 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 disclosed upon review and approval at the 7th Session of the 7th Board of Directors and the 7th Session of the 7th Supervisory Committee. 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 unqualified opinion was issued by DDT and later disclosed by the Company. Currently, the Company is filing internal control documents of previous periods and solidifying the internal control achievements. It is also renewing members of the internal control task groups and working on the internal control work plan for 2014 to prepare for internal control activities in 2014. The Company has completed the internal control work according to the schedule in the internal control work plan for 2013, with no difference or delay. 5 Report for the First Quarter of 2014 - Chiwan Wharf Section IV. Financial Statements I. Financial statements (see the attached) 1. Balance sheet 2. Income statement 3. Cash flow statement II. Audit report Is this report audited? □ Yes √ No For and on behalf of the Board Mr. Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 25 April 2014 6 Report for the First Quarter of 2014 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEET FOR THE MONTH ENDED 31 MARCH 2014 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] 31-Mar-2014 31-Dec-2013 31-Mar-2014 31-Dec-2013 ASSETS Consolidated Consolidated Company Company Current Assets Currency funds 837,282,189.15 715,539,516.48 503,820,153.23 465,329,241.75 Notes receivable 300,000.00 200,000.00 - 200,000.00 Accounts receivable 215,972,940.10 223,441,476.99 15,445,478.03 18,217,533.28 Prepayments 5,538,672.65 1,692,011.86 717,209.00 - Interest receivable 642,675.00 984,200.00 175,000.00 908,584.00 Dividends receivable - 3,334,985.50 86,760,083.06 86,760,083.07 Other receivables 18,029,516.13 12,579,679.85 824,934,009.43 825,316,780.47 Inventories 22,187,489.56 21,253,356.18 945,160.84 979,620.41 Other current assets 11,776,823.08 15,672,486.73 - - Total current assets 1,111,730,305.67 994,697,713.59 1,432,797,093.59 1,397,711,842.98 Non-current Assets Available-for-sale financial assets 5,310,000.00 5,580,000.00 5,310,000.00 5,580,000.00 Long-term receivables - - 11,004,284.75 11,004,284.75 Long-term equity investments 1,601,556,056.20 1,574,597,485.03 2,266,948,899.92 2,249,775,991.91 Investment property 31,943,776.25 32,247,721.85 24,388,479.33 24,628,337.91 Fixed assets 2,790,055,686.52 2,828,481,942.32 131,181,903.25 133,867,730.53 Construction in progress 618,815,497.39 615,064,297.08 3,170,892.16 3,007,894.20 Intangible assets 976,170,185.58 986,041,335.51 57,844,134.26 58,638,559.13 Goodwill 10,858,898.17 10,858,898.17 - - Long-term prepaid expenses 55,305,994.51 56,030,458.79 5,530,791.53 5,750,647.61 Deferred tax assets 60,268,758.92 68,259,696.74 35,537,865.23 38,820,787.38 Other non-current assets 175,128,178.83 174,669,665.62 - - Total non-current assets 6,325,413,032.37 6,351,831,501.11 2,540,917,250.43 2,531,074,233.42 TOTAL ASSETS 7,437,143,338.04 7,346,529,214.70 3,973,714,344.02 3,928,786,076.40 7 Report for the First Quarter of 2014 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEET FOR THE MONTH ENDED 31 MARCH 2014(CONTINUE) (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] LIABILITIES AND 31-Mar-2014 31-Dec-2013 31-Mar-2014 31-Dec-2013 SHAREHOLDERS' EQUITY Consolidated Consolidated Company Company Current Liabilities Short-term borrowings 555,170,000.00 550,340,000.00 - - Notes payable - - - - Accounts payable 122,763,720.24 139,534,522.12 11,626,730.71 13,891,494.19 Advances 1,177,411.51 793,291.30 445,338.70 5,338.70 Employee benefits payable 38,865,417.86 72,523,316.28 25,649,372.40 38,264,601.11 Taxes payable 48,612,919.69 61,282,690.48 3,704,749.55 503,982.43 Interest payable 57,871,251.45 36,813,185.09 59,195,100.80 40,521,068.16 Dividends payable 77,208,156.09 77,208,156.09 - - Other payables 57,989,085.99 59,144,474.30 434,924,666.75 391,049,559.49 Non-current liabilities due within one 4,661,417.02 4,676,624.27 - - year Other current liabilities 500,000,000.00 500,000,000.00 500,000,000.00 500,000,000.00 Total current liabilities 1,464,319,379.85 1,502,316,259.93 1,035,545,958.91 984,236,044.08 Non-current Liabilities Bonds payable 993,904,657.56 993,510,137.00 993,904,657.56 993,510,137.00 Special payables 72,188,901.77 72,917,084.77 - - Deferred tax liabilities 1,047,500.00 1,115,000.00 1,047,500.00 1,115,000.00 Other non-current liabilities 47,847,939.06 48,594,551.13 - - Total non-current liabilities 1,114,988,998.39 1,116,136,772.90 994,952,157.56 994,625,137.00 TOTAL LIABILITIES 2,579,308,378.24 2,618,453,032.83 2,030,498,116.47 1,978,861,181.08 SHAREHOLDERS' EQUITY Share capital 644,763,730.00 644,763,730.00 644,763,730.00 644,763,730.00 Capital reserve 165,941,056.65 166,143,555.65 153,153,327.18 153,355,827.18 Special reserve 2,843,601.32 2,194,178.40 (58,827.08) 120,437.30 Surplus reserve 483,685,708.52 483,685,708.52 483,685,708.52 483,685,708.52 Unappropriated profit 2,771,325,780.77 2,664,771,789.70 661,672,288.93 667,999,192.32 Translation differences arising on translation of financial statements (13,712,146.44) (13,712,569.50) - - denominated in foreign currencies Total shareholders' equity attributable 4,054,847,730.82 3,947,846,392.77 1,943,216,227.55 1,949,924,895.32 to equity holders of the parent Minority interests 802,987,228.98 780,229,789.10 - - TOTAL SHAREHOLDERS' EQUITY 4,857,834,959.80 4,728,076,181.87 1,943,216,227.55 1,949,924,895.32 TOTAL LIABILITIES AND 7,437,143,338.04 7,346,529,214.70 3,973,714,344.02 3,928,786,076.40 SHAREHOLDERS' EQUITY 8 Report for the First Quarter of 2014 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENT FOR THE THREE MONTHS ENDED MARCH 31 2014 (All amounts in RMB unless otherwise stated) [English translation for reference only] Jan.-Mar.2014 Jan.-Mar.2013 Jan.-Mar.2014 Jan.-Mar.2013 Items Consolidated Consolidated Company Company Total operating income 404,266,553.22 412,475,925.33 37,631,731.84 23,273,284.25 Less: Operating costs (217,026,811.04) (188,538,176.33) (34,657,162.18) (28,655,828.26) Business taxes and levies (1,635,682.34) (1,342,690.06) (977,620.18) (485,759.73) Administrative expenses (38,788,865.20) (35,093,629.83) (15,138,152.21) (10,402,975.66) Financial (expenses)/income – net (20,712,863.67) (11,047,426.43) (7,104,600.31) (4,475,118.90) Impairment reversals/(losses) of (222,860.96) (15,987.78) - (161,950.98) asset Add: Gains from changes in fair values - - - - Investment income 26,958,571.17 18,203,848.53 17,172,908.01 7,519,311.26 Including: Income from 26,958,571.17 18,203,848.53 17,172,908.01 7,519,311.26 investments in associates and joint ventures Operating profit 152,838,041.18 194,641,863.43 (3,072,895.03) (13,389,038.02) Add: Non-operating income 3,965,786.73 1,102,731.71 28,913.80 181,515.05 Less: Non-operating expenses (4,252.57) (156,225.18) - - Including: Losses from disposal of - (17,801.26) - - non-current assets Total Profit 156,799,575.34 195,588,369.96 (3,043,981.23) (13,207,522.97) Less: Income tax expenses (27,546,647.11) (27,881,314.63) (3,282,922.15) 3,821,708.56 Net profit 129,252,928.23 167,707,055.33 (6,326,903.38) (9,385,814.41) Net profit attributable to 106,553,992.04 130,207,443.98 shareholders of the parent Profit or loss attributable to 22,698,936.19 37,499,611.35 minority interests Earnings per share Basic earnings per share 0.165 0.202 Diluted earnings per share 0.165 0.202 Other comprehensive income (202,076.94) 143,665.00 (202,500.00) 157,500.00 Total comprehensive income 129,050,851.29 167,850,720.33 (6,529,403.38) (9,228,314.41) Shareholders of the parent 106,351,915.10 130,351,108.98 Minority interests 22,698,936.19 37,499,611.35 9 Report for the First Quarter of 2014 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY CASH FLOW STATEMENT FOR THE THREE MONTHS ENDED MARCH 31 2014 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Mar.2014 Jan.-Mar. 2013 Jan.-Mar. 2014 Jan.-Mar.2013 Items Consolidated Consolidated Company Company 1. Cash Flows from Operating Activities Cash receipts from the sale of goods and the 424,837,358.90 387,196,498.81 42,584,543.72 24,865,369.42 rendering of services Receipts of tax refunds - - - - Other cash receipts relating to operating 7,348,726.51 5,536,499.67 131,740,733.04 162,053,703.58 activities Sub-total of cash inflows 432,186,085.41 392,732,998.48 174,325,276.76 186,919,073.00 Cash payments for goods purchased and (131,427,644.27) (105,253,701.99) (26,118,763.03) (19,350,197.73) services received Cash payments to and on behalf of (93,928,456.85) (78,783,822.76) (30,016,747.89) (25,768,798.83) employees Payments of all types of taxes (39,685,744.00) (27,351,801.40) (1,453,919.46) (1,193,034.98) Other cash payments relating to operating (19,992,324.71) (39,351,492.04) (78,298,528.91) (93,304,824.06) activities Sub-total of cash outflows (285,034,169.83) (250,740,818.19) (135,887,959.29) (139,616,855.60) Net Cash Flow from Operating Activities 147,151,915.58 141,992,180.29 38,437,317.47 47,302,217.40 2. Cash Flows from Investing Activities Cash receipts from disposals and returns of - - - - investments Cash receipts from investments income 3,334,985.50 - - - Net cash receipts from disposals of fixed assets, intangible assets and other long-term - 128,900.00 - - assets Sub-total of cash inflows 3,334,985.50 128,900.00 - - Cash payments to acquire or construct fixed assets, intangible assets and other long-term (27,783,353.64) (90,259,583.05) (389,270.50) (2,770,860.25) assets Cash payments to acquire investments - - - (20,000,000.00) Sub-total of cash outflows (27,783,353.64) (90,259,583.05) (389,270.50) (22,770,860.25) Net Cash Flow from Investing Activities (24,448,368.14) (90,130,683.05) (389,270.50) (22,770,860.25) 3. Cash Flows from Financing Activities Cash receipts from borrowings 118,965,000.00 - - - Sub-total of cash inflows 118,965,000.00 - - - Cash repayments of borrowings (118,965,000.00) (5,000,000.00) - - Cash payments for distribution of dividends (1,814,464.82) (12,260,041.92) - (4,044,636.55) or profit or interest Other cash payments relating to financing - (105,307.00) - (105,307.00) activities Sub-total of cash outflows (120,779,464.82) (17,365,348.92) - (4,149,943.55) Net Cash Flow from Financing Activities (1,814,464.82) (17,365,348.92) - (4,149,943.55) 4. Effect of Foreign Exchange Rate Changes 853,590.05 (343,351.27) 442,864.51 (54,291.02) on Cash and Cash Equivalents 5. Net Increase in Cash and Cash Equivalents 121,742,672.67 34,152,797.05 38,490,911.48 20,327,122.58 Add: Opening balance of Cash and Cash 715,539,516.48 314,855,567.54 465,329,241.75 149,792,425.00 Equivalents 6. Closing Balance of Cash and Cash 837,282,189.15 349,008,364.59 503,820,153.23 170,119,547.58 Equivalents 10