Chiwan Wharf—Report for the Third Quarter of 2014
Stock code: 000022/200022 Stock abbreviation: Chiwan Wharf A/Chiwan Wharf B Announcement No.: 2014-045
Shenzhen Chiwan Wharf Holdings Limited
Report for the Third 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. Major accounting data and financial indexes
Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
□ Yes √ No
30 Sept. 2014 31 Dec. 2013 Increase/decrease
Total assets (RMB Yuan) 7,335,788,570.78 7,346,529,214.70 -0.15%
Net assets attributable to shareholders of the
4,065,588,581.10 3,947,846,392.77 2.98%
Company (RMB Yuan)
YoY YoY
Jul.-Sept. 2014 Jan.-Sept. 2014
increase/decrease increase/decrease
Operating revenues (RMB Yuan) 463,686,826.14 2.27% 1,339,668,067.73 1.59%
Net profit attributable to shareholders of the
131,361,955.16 -13.12% 366,700,553.87 -17.93%
Company (RMB Yuan)
Net profit attributable to shareholders of the
Company after extraordinary gains and losses 131,130,407.64 -13.45% 364,224,214.78 -18.39%
(RMB Yuan)
Net cash flows from operating activities
-- -- 481,588,587.65 -23.38%
(RMB Yuan)
Basic EPS (RMB Yuan/share) 0.204 -12.82% 0.569 -17.89%
Diluted EPS (RMB Yuan/share) 0.204 -12.82% 0.569 -17.89%
Weighted average ROE (%) 3.28% -0.68% 9.12% -2.64%
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Chiwan Wharf—Report for the Third Quarter of 2014
Total share capital of the Company of the trading day before the disclosure of this report:
Total share capital of the Company of the trading day before the disclosure of this report (share) 644,763,730
Items and amounts of extraordinary gains and losses
√Applicable □Inapplicable
Unit: RMB Yuan
Amount as of Jan.-Sept.
Item Note
2014
Gains/losses on the disposal of non-current assets (including the offset part of asset
(1,062,700.58)
impairment provisions)
Government grants recognized in the current period, except for those acquired in
the ordinary course of business or granted at certain quotas or amounts according to 4,431,990.51
the country’s unified standards
Non-operating incomes and expenses other than the above 1,493,626.50
Less: Income tax effects 973,722.00
Minority interests effects (after tax) 1,412,855.34
Total 2,476,339.09 --
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 and top 10 shareholders at the period-end
1. Total number of common shareholders and shareholdings of the top 10 common shareholders at the
period-end
Unit: share
Total number of shareholders at the period-end 33,202 shareholders, including 24,566 A-share holders and 8,636 B-share holders
Shareholdings of top ten shareholders (all being non-restricted share holders)
Percentage Number of Type of
Nature of Shares pledged or
Name of shareholder of non-restricted shares (A, B,
shareholder frozen (share)
shareholding shares held H or other)
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% 4,270,728 Unknown B share
CMBNA/STICHTING PENS FND ABP Foreign shareholder 0.52% 3,331,560 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
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Chiwan Wharf—Report for the Third Quarter of 2014
BBH A/C VANGUARD EMERGING
Foreign shareholder 0.4% 2,595,918 Unknown B share
MARKETS STOCK INDEX FUND
KUMPULAN WANG PERSARAAN
Foreign shareholder 0.37% 2,368,067 Unknown B share
(DIPERBADANKAN)
China Merchants Holdings (International) Company Limited is a shareholder of China
Nanshan Development (Group) Inc., (hereinafter referred to as “CND”). Shenzhen
Explanation on associated relationship or/and Malai Storage Co., Ltd. (hereinafter referred to as “Malai Storage”) was a
persons acting in concert among the wholly-funded subsidiary of China Merchants Holdings (International) Company
above-mentioned shareholders: Limited, and Keen Field Enterprises Limited was also a wholly-funded subsidiary of
China Merchants Holdings (International) Company Limited. The Company does not
know whether the other non-restricted shareholders are related parties or not.
Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company
carry out any agreed buy-back in the reporting period?
□ Yes √ No
2. Total number of preferred share holders and shareholdings of the top ten preferred share holders at the
period-end
□ Applicable √ Inapplicable
Section III. Significant Events
I. Major changes of main accounting statement items and financial indicators in the reporting
period, as well as reasons for the changes
(I) Reasons for major year-on-year changes of assets, liabilities and cash flows:
Unit: RMB Yuan
Item Jan.-Sept. 2014 Jan.-Sept. 2013 Increase
Other cash payments relating to operating activities 93,707,456.76 58,217,964.39 61%
Cash receipts from investments income 113,781,887.74 20,094,686.52 466%
Cash payments to acquire or construct fixed assets, intangible
96,538,583.57 292,086,038.49 -67%
assets and other long-term assets
Other cash payments relating to operating activities increased because of the amortized expenses on the dredging
engineering of the Tonggu Channel.
Cash receipts from investments income increased because the dividends received from China Overseas Harbour
Affairs (Laizhou) Co., Ltd. increased.
Cash payments to acquire or construct fixed assets, intangible assets and other long-term assets decreased because
the fixed asset investment decreased as the Machong Wharf Project was basically completed.
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Chiwan Wharf—Report for the Third Quarter of 2014
(II) Reasons for major year-on-year changes of profit items
Unit: RMB Yuan
Item Jul.-Sept. 2014 Jul.-Sept. 2013 Increase Jan.-Sept. 2014 Jan.-Sept. 2013 Increase
Financial expenses 19,055,518.33 10,773,397.60 77% 56,251,281.27 23,522,585.64 139%
Financial expenses increased because the average interest rate of borrowings increased as the marketing financing
costs increased, interest capitalization decreased as the Machong Wharf Project was basically completed, the
exchange loss increased as Renminbi depreciated, etc.
(III) Influence of the new accounting standards on our consolidated financial statements
In 2014, the Ministry of Finance promulgated or amended a series of accounting standards, of which some took
effect starting from 1 Jul. 2014. And the influence on our consolidated financial statements is as follows:
According to the new accounting standards, long-term equity investments refers to equity investments where an
investor has control of, or significant influence over, an investee, as well as equity investments in joint ventures.
We reclassified the other long-term equity investments where we did not have control, joint control over or
significant influence on the invested parties (measured at the cost method according to the old accounting
standards) as available-for-sale financial assets (still measured at the cost method). The reclassification involved
initial investment costs of RMB 17,037,500 in total, impairment provisions of RMB 3,128,300 in total and net
book value of RMB 13,909,200 in total. The reclassification did not affect our gains and losses and equity
interests. Apart from the above-mentioned, the new accounting standards had no other significant influence on our
consolidated financial statements.
II. Progress and influence of significant events, as well as the analysis and explanation on
solutions
□ Applicable √ Inapplicable
III. 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
√ Applicable □ Inapplicable
Time of
Commitment Period of
Commitment Contents making Fulfillment
maker commitment
commitment
CND Group proposed in Mar. 2009 to the
Company ,
encourage the core management and key
which was reviewed and approved in the
personnel so that the interests of the
general meeting of the Company in May
management and all the shareholders can
2009. The Board of Directors of the Company
coincide, CND made a commitment to
Share reform was authorized to formulate and carry out an
CND Group entrust, through the general meeting of Apr. 2006 Standing
commitment equity incentive plan at a proper timing
the Company, the Board of Directors of
according to applicable laws and regulations.
the Company to formulate and carry out
In Jun. 2014, according to jointly
division reform according to applicable
promulgated by the State-owned Assets
laws and regulations.
Supervision and Administration Commission
of the State Council and the Ministry of
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Chiwan Wharf—Report for the Third Quarter of 2014
Finance, as well as promulgated by CSRC, the
equity incentive plan could not be
successfully formulated due to policy and
regulation changes, as well as some
restrictions. Therefore, the Company has
decided not to formulate and carry out the
equity incentive plan for now. The Board of
Directors will continue to follow and study
relevant policies and regulations, and
reconsider formulating and carrying out a new
equity incentive plan according to the actual
situation of the Company and executing the
decision-making procedure.
Concerning
horizontal
1. Commitments made by China competition, it is
Merchants Holdings (International) about promised that the
share custody; horizontal
2. Commitment made by China competition issue
China
Merchants Holdings (International) about will be solved
Merchants
guaranteeing the independency of the through ways
Holdings 17 Sept.
Company; such as asset In the process of execution
(International) 2012
Commitment 3. Commitment made by China reorganization in
Company
in the Merchants Holdings (International) about the coming 3-5
Limited
acquisition horizontal competition; and years. And the
report or the 4. Commitment made by China other three
report on Merchants Holdings (International) about commitments are
equity regulating related-party transactions subject to the
changes share custody
period.
1. Commitment made by Malai Storage
about guaranteeing the independency of
the Company;
Whenever Malai
2. Commitment made by Malai Storage 27 Dec.
Malai Storage Storage holds the In the process of execution
about horizontal competition; and 2012
Company’s shares
3. Commitment made by Malai Storage
about regulating related-party
transactions
CND Group irrevocably and
unconditionally agrees that if Chiwan
Wharf suffers from any loss, expense,
liability, demanded compensation or law
20 Mar.
suit due to any actual or potential
2001; 18
illegality or unenforceability in any land
Jun. 2003;
CND Group use agreement or relevant documents Standing In the process of execution
29 Sept.
signed or to be signed by CND Group or
2004
other related problems, CND Group
promises to give full immunity to the
recipient party of the land use right and
Other
its inheritor and the recipient person
commitments
regarding the aforesaid matters.
made to
If the Company cannot pay interest on
minority
time, pay principals upon maturity or is
shareholders
involved in any violation, it shall at least
take the following measures:
Whenever any of
1. Not to distribute profit to shareholders;
26 Apr. the corporate
2. Suspend capital outlay projects such as
2012; 18 bonds of “11
The Company significant outward investments or In the process of execution
Oct. 2013 Chiwan 01” and
mergers;
“13 Chiwan 01”
3. Reduce or stop salaries and bonuses
exists
for directors and senior management
staff; and
4. Not to remove the persons held chiefly
responsible.
Executed in
Yes
time or not?
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Chiwan Wharf—Report for the Third Quarter of 2014
Specific
reason for
failing to
fulfill the
N/A
commitment
and plan for
the next step
(if any)
IV. Predict the 2014 annual operating results
Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the
beginning of the year to the end of the next reporting period compared with the same period of the last year
according to prediction, as well as explanations on the reasons
□Applicable √Inapplicable
V. Securities investment
Unit: RMB Yuan
Number of Shareholdin Gain/loss
Initial Number of shares Shareholding
Variety of Code of Name of shares held g percentage Closing book in Accountin
investment held at percentage at Source of stock
securities securities securities at at value reporting g title
cost period-beginning period-beginning
period-end period-end period
Corporate
Available-
shares, which
Ninghu for-sale
Stock 600377 1,120,000 1,000,000 0.02% 1,000,000 0.02% 6,100,000 380,000 are allowed for
Expressway financial
circulation after
assets
share reform
Available
Petro-chemi -for-sale Corporate
Stock 400032 3,500,000 780,000 0.26% 780,000 0.26% 382,200 -
cal A1 financial shares
assets
Available
Guang Jian -for-sale Corporate
Stock 400009 27,500 20,000 0.02% 20,000 0.02% 17,000 -
1 financial shares
assets
Total 4,647,500 1,800,000 -- 1,800,000 -- 6,499,200 380,000 -- --
The Company did not have any shareholding in any other listed company in the reporting period.
VI. Investments in derivatives
Derivative product investments held at the end of the reporting period
□Applicable √Inapplicable
VII. Researches, visits and interviews received in the reporting period
Main discussion and
Way of
Time Place Visitor type Visitor materials provided by the
reception
Company
Office of the
Jul.-Sept. 2014 By phone Individual Individual investors Basic operation situation
Company
of the Company,
Okasan International (Asia)
Office of the One-on-one investments made and its
10 Sept. 2014 Institution Limited and an international
Company meeting financial position
trust investment consultant
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Chiwan Wharf—Report for the Third Quarter of 2014
VIII. Other
1. Internal control progress:
Pursuant to the “Internal Control Rules for Enterprises” and the mating guidelines, the Company has completed
the following internal control tasks for the third quarter of 2014:
1. The Company organized the members of the task groups of the Headquarters and the subsidiaries within the
internal control project to review the operation flows completed last year, revised them according to business
changes this year and complete the description of recognized operation flows.
2. The Company searched for defects in internal control by designing and running effectiveness tests.
3. The Company searched for risks by going through the operation flows and making a list of risks.
The Company has hired Deloitte Touche Tohmatsu Certified Public Accountants LLP to be its internal control
auditor for 2014 and communicated with the accountants about the internal control audit plan. The accountants are
now carrying out the preliminary audit.
The Company carries out the internal control-related work according to the schedule for the internal control
improvement plan for 2014. And the internal control project is right on schedule, with no derivation or delay.
2. Wealth management entrustment
Unit: RMB’000
Principal Actual
Related-
actually gains and
Related party Payment Impairme
Type of Beginning Ending recovered Anticipa losses in
Name of trustee -party transacti Amount determin nt
product date date in the ted gain the
relation on or ation provision
reporting reporting
not
period period
Agricultural Principa
3 Apr. 13 May Floating
Bank of China Naught No l-guaran 250,000 250,000 - 1202.1 1202.1
2014 2014 earnings
Co., Ltd. teed
Agricultural Principa
2 Jul. 11 Aug. Floating
Bank of China Naught No l-guaran 250,000 250,000 - 1202.1 1202.1
2014 2014 earnings
Co., Ltd. teed
Agricultural Principa 12
13 Aug. Floating
Bank of China Naught No l-guaran 280,000 Sept. 280,000 - 978.8 978.8
2014 earnings
Co., Ltd. teed 2014
Agricultural Principa
22 Sept. 14 Oct. Floating
Bank of China Naught No l-guaran 100,000 - - 258.9
2014 2014 earnings
Co., Ltd. teed
Agricultural Principa
24 Sept. 4 Nov. Floating
Bank of China Naught No l-guaran 180,000 - - 887.7
2014 2014 earnings
Co., Ltd. teed
Total 1,060,000 -- -- -- 780,000 - 4,529.6 3,383
Source of the entrusted funds Our own idle funds
Cumulative overdue principals and gains -
Lawsuit (if applicable) Inapplicable
Disclosure date of the board announcement
approving the wealth management entrustment (if 29 Jan. 2014
any)
Disclosure date of the general meeting
announcement approving the wealth management Inapplicable
entrustment (if any)
For and on behalf of the Board
Zheng Shaoping
Chairman
Shenzhen Chiwan Wharf Holdings Limited
Dated 25 October 2014
7