The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement No. 2018-093
Shenzhen Chiwan Wharf Holdings Limited
The Report for the Third Quarter of 2018
Disclosed on 31 October 2018
The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
Section I Important Statements
The Board of Directors, Supervisory Committee, directors, supervisors and senior management of
Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the “Company”) hereby
guarantee that the information presented in this Report is factual, accurate and complete, and shall
be jointly and severally liable for any false information, misleading statements or material
omissions carried in this Report.
All directors attended the board meeting for the review of this Report.
Board Chairman BaiJingtao, Chief Financial Officer Yao Shenglan and Financial Manager Li
Xiaopeng hereby guarantee the factuality, accuracy and completeness of the Financial Report in this
Report.
This Report has been prepared in both Chinese and English. Should there be any discrepancies or
misunderstandings between the two versions, the Chinese version shall prevail.
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
Section II Company Profile
I Key financial results
Whether the Company performed any retroactive adjustments to or restatement of its accounting data
□ Yes √ No
30 September 2018 31 December 2017 +/-%
Total assets (RMB) 7,359,309,512.35 7,975,470,563.32 -7.73%
Net assets attributable to shareholders
4,623,725,618.75 4,922,969,405.92 -6.08%
of the Company (RMB)
July-September 2018 YoY change January-September 2018 YoY change
Operating revenues (RMB) 539,467,699.85 -21.39% 1,785,603,216.19 -4.15%
Net profit attributable to shareholders of
137,156,655.12 -16.55% 453,216,945.79 2.90%
the Company (RMB)
Net profit attributable to shareholders of
the Company before exceptional profit 135,412,515.91 -17.12% 452,038,424.15 2.97%
and loss (RMB)
Net operating cash flow (RMB) -- -- 568,714,502.50 -37.94%
Basic earnings per share (RMB/share) 0.213 -16.47% 0.703 2.93%
Diluted earnings per share (RMB/share) 0.213 -16.47% 0.703 2.93%
Weighted average return on equity (%) 3.09% 3.35% 9.88% 0.81%
Exceptional profit and loss
√ Applicable □ Not applicable
Unit: RMB
Item January-September 2018 Note
Profit/loss on disposal of non-current assets (including offset asset impairment
-426,755.70
provisions)
Government subsidies charged to the profit/loss for this Reporting Period (except
for the government grants closely related to the business of the Company and
3,811,791.19
given at a fixed quota or amount in accordance with the State’s uniform
standards)
Non-operating income and expense other than the above 1,469,131.58
Less: Corporate income tax effects 512,913.89
Minority interests effects (after tax) 3,162,731.54
Total 1,178,521.64 --
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
II Total number of shareholders at the period-end and shareholdings of top ten shareholders
1. Numbers of common shareholders and preference shareholders with resumed voting rights as well as
shareholdings of top ten shareholders
Unit: share
Total number of
common 35,002 (including 24,335 A-shareholders and 10,667 Total number of preference shareholders
with resumed voting rights at the 0
shareholders at the B-shareholders)
period-end
period-end
Shareholdings of top ten shareholders (all non-restricted shareholders)
Sharehol
Type of share Number of
Nature of ding Number of non-restricted
Name of shareholder (A, B, H or pledged or
shareholder percenta shares held
others) frozen shares
ge (%)
Common
CHINA MERCHANTS GANGTONG
domestic 57.52% 370,878,000 A share 0
DEVELOPMENT (SHENZHEN) CO., LTD.
corporation
Foreign
BROADFORD GLOBAL LIMITED 8.58% 55,314,208 B share 0
corporation
CMBLSA RE FTIF TEMPLETON ASIAN Foreign
7.01% 45,207,421 B share Unknown
GRW FD GTI 5496 corporation
Foreign
NORGES BANK 0.43% 2,802,863 B share Unknown
corporation
CHINA MERCHANTS SECURITIES (HK) State-owned
0.40% 2,564,987 B share Unknown
CO., LTD. corporation
CHINA CONSTRUCTION BANK CO., LTD.
－INVESCO GREAT WALL QUANTIFIED Other 0.37% 2,417,752 A share Unknown
SELECTED STOCK FUND
VANGUARD EMERGING MARKETS Foreign
0.36% 2,290,700 B share Unknown
STOCK INDEX FUND corporation
Domestic
MAI SHUQING 0.35% 2,238,347 A share 0
individual
BANK OF CHINA CO., LTD. － YINHUA
ADVANCED ENTERPRISES (BALANCED Other 0.24% 1,536,098 A share Unknown
TYPE) SECURITIES INVESTMENT FUND
CANADA POST CORPORATION Foreign
0.23% 1,494,696 B share Unknown
REGISTERED PENSION PLAN corporation
China Merchants Gangtong Development (Shenzhen) Co., Ltd.
(hereinafter referred to as “CMGD”) is a wholly-owned subsidiary
Related or acting-in-concert parties among the above set up in Shenzhen by Broadford Global Limited (hereinafter
shareholders referred to as “Broadford Global”). The two companies are
acting-in-concert parties. The Company does not know whether the
other shareholders are related parties or persons acting in concert.
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
Top ten common shareholders conducting securities margin
N/A
trading (if any)
Whether the top ten common shareholders or the top ten non-restricted common shareholders of the Company conducted any
promissory repo during the Reporting Period
□ Yes √ No
No such cases in the reporting period.
2. Total number of preference shareholders and shareholdings of the top ten of them
□ Applicable √ Not applicable
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
Section III Significant Events
I Changes in major accounting statement items and financial indicators for the Reporting
Period, as well as reasons for such changes
√ Applicable □ Not applicable
Unit: RMB
Item 30 September 2018 31 December 2017 +/-% Explanation of change
The payment of the 2017 final dividends and the
deconsolidation of the financial statements of Media Port
Monetary funds 530,897,773.88 818,193,679.32 -35.11%
Investments Limited (hereinafter referred to as “MPIL”) in
the current period
Notes and accounts More days of the outstanding amount due from clients in
339,591,293.78 257,581,961.83 31.84%
receivable the current period
As per the new accounting standard governing financial
instruments, the measurement method of
Investments in other
146,473,840.00 23,759,200.00 516.49% “available-for-sale financial assets” has changed from the
equity instruments
cost method to the fair value method, which is now
included in “investments in other equity instruments”
MPIL’s financial statements have been deconsolidated and
MPIL is treated as an associate and the investment in it is
included in “long-term equity investments” since this June.
Long-term equity
1,586,811,347.61 1,152,620,039.97 37.67% Meanwhile, the new investment in CMPort (Zhoushan)
investments
RoRo Logistics Co., Ltd. (hereinafter referred to as
“Zhoushan RoRo”) made in the current period is included
in “long-term equity investments”.
The consolidation of Zhoushan RoRo since this
Construction in progress 297,271,050.81 86,317,666.70 244.39%
September, which is still under construction
The goodwill recognized on the portion of the Zhoushan
Goodwill 26,556,336.80 10,858,898.17 144.56% RoRo combination cost over the fair value of its
identifiable net assets
Long-term prepaid Deconsolidation of MPIL’s financial statements in the
51,555,921.82 98,278,001.09 -47.54%
expenses current period
New borrowings obtained in the current period for
Short-term borrowings 378,400,000.00 - -
replenishing the working capital
Accounts received in Higher discounts in the container handling business in the
11,801,409.63 56,571,454.49 -79.14%
advance same period of last year
The payment of dividends by controlled subsidiary
Other accounts payable 272,702,051.07 405,075,490.69 -32.68% Shenzhen Chiwangang Container Co., Ltd. to its minority
shareholders in the current period
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
Long-term loans taken out for the construction of
Long-term borrowings 47,000,000.00 - -
ZhoushanRoRo’s terminal and storage yard
Long-term accounts Deconsolidation of MPIL’s financial statements in the
28,208,630.71 57,563,422.41 -51.00%
payable current period
As per the new accounting standard governing revenue
recognition, the discounts offered in the container handling
Provisions 4,466,897.39 - -
business have been reclassified from “accounts received in
advance” to “provisions”
The measurement method of available-for-sale financial
assets has changed to the fair value method, and deferred
Deferred income tax income tax liabilities on the appraised value increase are
50,535,868.59 10,584,342.80 377.46%
liabilities recognized. Meanwhile, there is a new deferred tax
liability recognized on the difference between the fair
value and carrying value of Zhoushan RoRo.
The measurement method of available-for-sale financial
Other comprehensive assets has changed to the fair value method, and the
111,836,324.49 19,800,344.49 464.82%
income appraised value increase is included in other
comprehensive income.
A lift of container handling subsidiaries’ production safety
Special reserve 10,714,020.36 4,767,373.45 124.74% reserve ratio from 1% to 1.5%of operating revenue in the
current period
January-September January-September
Item +/-% Explanation of change
2018 2017
As per the Notice of the Ministry of Finance on Revising
and Issuing the Format of Financial Statements of General
Enterprises for 2018 (CK〔2018〕No. 15), R&D expense
R&D expense 27,893,888.48 19,984,575.58 39.58%
shall be presented separately in the financial statements.
R&D expense of the current period is higher than that of
the same period of last year.
Greater exchange loss due to a considerably fluctuating
Financecosts 27,372,367.16 20,204,691.09 35.48%
U.S. dollar in the current period
MPIL has become an associate since this June and
investment income from it is recognized according to the
Investment income 79,648,356.64 56,687,149.95 40.51% Company’s investment percentage, while MPIL was
included in the consolidated financial statements for the
same period of last year
An RMB100m government subsidy was received in the
Cash received from other
61,593,726.02 129,895,453.88 -52.58% same period of last year, while there is no such subsidy in
operating activities
the current period
Net payments for Net amount of the cash outflow for investment in
acquisition of Zhoushan RoRo and the cash inflow generated from the
129,007,717.47 - -
subsidiaries and other consolidation of its financial statements in the current
business units period
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
The deconsolidation of MPIL’s financial statements
Cash paid for other
203,758,566.92 - - caused cash outflow in the current period, while there was
investing activities
no event in the same period of last year
New borrowings obtained for replenishing the working
Increase in cash
629,630,000.00 130,000,000.00 384.33% capital were of a larger amount in the current period as
borrowings obtained
compared to the same period of last year
New bonds issued for replenishing the working capital
Net proceeds from
200,000,000.00 99,850,000.00 100.30% were of a larger amount in the current period as compared
issuance of bonds
to the same period of last year
Repayment of
300,000,000.00 466,270,000.00 -35.66% Year-on-year decrease in loan repayment
borrowings in cash
Cash paid for interest
expenses and distribution 957,772,123.12 334,203,771.24 186.58% Year-on-year rise in dividends paid
of dividends or profit
II Progress of significant events and analysis & explanations on their influence and solutions
√ Applicable □ Not applicable
1. Particulars about the related-party transaction of assets purchase via share offering and matching fund raising
On 10 August 2018, the Company received the Administrative Permit Application Acceptance Form issued by the China Securities
Regulatory Commission (hereinafter referred to as “CSRC”) (acceptance No. 181142). Upon a due-diligence review of the
Application of Shenzhen Chiwan Wharf Holdings Limited for Assets Purchase via Share Offering, the CSRC decided to accept the
application on the ground that the application materials were complete and in compliance with the prescribed formats.
On 5 September 2018, the Company received the CSRC Notice No. 181142 of the First Feedback on Administrative Permission
Review. Immediately after that, the Company organized the relevant intermediary agencies to carefully study the feedback, made
sure the compliance with all the requirements of the feedback, worked out a reply to the feedback and disclosed the reply to the
public as required. The reply and the relevant materials were submitted to the CSRC department for accepting administrative permit
applications within two working days after the disclosure of the reply.
On 27 September 2018, the Company was notified by the CSRC that its Review Board for Mergers, Acquisitions and Restructurings
of Listed Companies (hereinafter referred to as the “Review Board”) would hold a work meeting in the recent days to review the
Company’s related-party transaction of assets purchase via share offering and matching fund raising. In order to avoid abnormal
fluctuations in the Company’s stock price and protect investors’ interests, as per the Measures for the Administration of Major Asset
Restructurings of Listed Companies as well as other applicable laws and regulations, upon the Company’s application to the
Shenzhen Stock Exchange, trading in the Company’s shares was suspended since 28 September 2018.
On 9 October 2018, upon review at the Review Board’s 47th work meeting in 2018, the Company’s related-party transaction of assets
purchase via share offering and matching fund raising was conditionally approved. According to the Measures for the Administration
of Major Asset Restructurings of Listed Companies as well as other applicable regulations, upon the Company’s application to the
Shenzhen Stock Exchange, trading in the Company’s shares (stock name: Chiwan Wharf A, Chiwan Wharf B; stock code: 000022,
200022) was resumed since 10 October 2018 (Wednesday).
On 17 October 2018, the Company received the Notice FGBWZB [2018] No. 690 of Overseas Investment Recording issued by the
National Development and Reform Commission (hereinafter referred to as “NDRC”), agreeing to put on records the Company’s
acquisition of some equity interests of China Merchants Port Holdings Company Limited (hereinafter referred to as “CMPort”). On
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
the same day, the Enterprise Overseas Investment Certificate No. N1000201800487 was granted by the Ministry of Commerce of the
People’s Republic of China (hereinafter referred to as the “Ministry of Commerce).
So far, the major asset restructuring is still subject to the record or approval of the Ministry of Finance regarding the overseas
strategic investor’s subscription in the Company’s new share offering involved in this deal, as well as to the CSRC’s official approval
document, etc. Further announcements will be made upon the receipt of these documents. For more details of the progress and plan
of this deal, please refer to the relevant announcements disclosed by the Company on Securities Times, Ta Kung Pao (HK) and the
website http://www.cninfo.com.cn.
2. Information disclosure index
In the reporting period, the Company disclosed the following significant events on Securities Times, Ta Kung Pao (HK) and
www.cninfo.com.cn:
Announcement
Date of disclosure Overview of significant event
No.
Announcement on the Reply of the State-Owned Assets Supervision and Administration
4 July 2018 2018-068
Commission under the State Council on the Major Asset Restructuring
Announcement on the Postponement of the Reply to the Shenzhen Stock Exchange’s
5 July 2018 2018-069
Inquiry Letter on the Restructuring and Continued Share Trading Suspension
7 July 2018 Announcement onVoluntary Disclosure of the Business Volume Data of June 2018 2018-070
Announcement on the Resolutions of the Sixth Special Meeting of the Ninth Board of
10 July 2018 2018-071
Directors in 2018
Announcement on the Resolutions of the Third Special Meeting of the Ninth Supervisory
10 July 2018 2018-072
Committee in 2018
Announcement on Signing the Termination Agreement of the Financial Service
10 July 2018 2018-073
Agreement with China Development Finance Company Ltd.
10 July 2018 Notice on the Second Special General Meeting in 2018 2018-074
Announcement on Share Trading Resumption Associated with a Major Asset
10 July 2018 2018-075
Restructuring
19 July 2018 Reminder of the Second Special General Meeting in 2018 to be Convened 2018-076
Announcement on the Payment of the 2017 Final Dividends by China Merchants Port
24 July 2018 Holdings Company Limited, the Target Acquiree in a Major Asset Restructuring of the 2018-077
Company
27 July 2018 Announcement on the Resolutions of the Second Special General Meeting in 2018 2018-078
Announcement on Amendments to Relevant Documents of the Related-Party Transaction
9 August 2018 of Assets Purchase via Share Offering and Matching Fund Raising of Shenzhen Chiwan 2018-079
Wharf Holdings Limited
10 August 2018 Announcement onVoluntary Disclosure of the Business Volume Data of July 2018 2018-080
Announcement on the Receipt of the CSRC’s Administrative Permit Application
11 August 2018 2018-081
Acceptance Form
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
31 August 2018 Announcement on the Resolutions of the Fourth Meeting of the Ninth Board of Directors 2018-082
31 August 2018 Abstract of Semi-Annual Report 2018 2018-083
31 August 2018 Announcement on Progress of an External Investment and Related-Party Transaction 2018-084
Announcement on the Receipt of the CSRC’s First Feedback on Administrative
6 September 2018 2018-085
Permission Review
11 September 2018 Announcement onVoluntary Disclosure of the Business Volume Data of August 2018 2018-086
Announcement on the Reply to the CSRC’s First Feedback on Administrative Permission
14 September 2018 2018-087
Review
Announcement on Share Trading Suspension for the Review of the Company’s
Related-Party Transaction of Assets Purchase via Share Offering and Matching Fund
28 September 2018 2018-088
Raising by the CSRC’s Review Board for Mergers, Acquisitions and Restructurings of
Listed Companies
III Overdue commitments of the Company’s actual controller, shareholders, related parties
and acquirer, as well as the Company and other parties in the reporting period or ongoing at
the period-end
□ Applicable √ Not applicable
No such cases in the reporting period.
IV 2018 annual operating performance forecast
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-beginning to the end of
the next reporting period according to prediction, as well as explanations on the reasons:
□ Applicable √ Not applicable
V Securities investments
√ Applicable □ Not applicable
Unit: RMB
Gain/loss
Account Cumulative
Variet Name on fair Purchase Gain/los
Code of Initial ing fair value Sold in Source
y of of Opening value d in s in Closing Accounting
securitie investment measure changes current of
securit securit book value changes in current current book value title
s cost ment recorded period funds
ies ies current period period
model into equity
period
Fair Other equity
Jiangsu Self-o
Stock 600377 Expres 1,120,000 value 9,850,000 0 -577,500 0 0 0 9,080,000 instrument wned
sway funds
method investment
Petroch Self-o
Fair Other equity
Stock 400032 emical 3,500,000 382,200 0 0 0 0 0 382,200 wned
A1 value instrument funds
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
method investment
Fair Other equity
Self-o
GuangJ
Stock 400009 27,500 value 17,000 0 0 0 0 0 17,000 instrument wned
ian 1
funds
method investment
Total 4,647,500 -- 10,249,200 0 -577,500 0 0 0 9,479,200 -- --
VI Wealth management entrustment
□ Applicable √ Not applicable
No such cases in the reporting period.
VIIInvestments in derivative financial instruments
□ Applicable √ Not applicable
No such cases in the reporting period.
VIIIVisits paid to the Company in the Reporting Period for purposes of research,
communication, interview, etc.
√ Applicable □ Not applicable
Date of visit Way of visit Type of visitor Index to main inquiry information
Main inquiry: basic business condition, investments and financial
By phone and written condition of the Company;
July-September
inquiry (through the EasyIR Individual Materials provided: brochure of the Company;
2018
platform of SZSE) Index: SZSE EasyIR
(http://irm.cninfo.com.cn/ssessgs/S000022/index.html)
IX Illegal provision of guarantees for external parties
□ Applicable √ Not applicable
No such cases in the reporting period.
X Occupation of the Company’s funds by the controlling shareholder or its related parties for
non-operating purposes
□ Applicable √ Not applicable
No such cases in the reporting period.
XI Progress made on internal control
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 2018:
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
1. The internal control task groups of the Headquarters and the subsidiaries have reviewed the flow chart risk matrix assessment of
last year, and have re-described work flows within the internal control improvement scope according to business changes this year so
as to formulate an internal control risk matrix.
2. The internal control task groups of the Headquarters and the subsidiaries have searched for defects in internal control by
walk-through tests.
3. The Company has searched for risks by going through the operation flows and has made a list of risks.Risk grading was carried out
at the three levels of management, department chiefs and internal control task groups to identify the major risks facing the Company.
The Company carries out the internal control-related work according to the schedule for the internal control improvement plan for
2018. And the internal control project is right on schedule, with no derivation or delay.
XII Deposits in and loans provided by finance companies
1. Deposits in and loans provided by CDF
The Proposal on Renewing the Financial Service Agreement Signed with China Development Finance Company Ltd. was approved
on the 2016 Annual Meeting of Shareholders held on 5 Jun. 2017, in which, the Company was agreed to sign the Financial Service
Agreement with period of three years with China Development Finance Company Ltd. (hereinafter referred to as “CDF”).
China Nanshan Development (Group) Inc. (hereinafter referred to as “CND Group”) will no longer be the shareholder of the
Company from 8 Jun. 2018 when it completed the transfer registration of A-Share of the Company. CDF cannot continue to provide
financial service for the Company since it is a non-bank financial institution specially providing financial service for member
enterprises of CND Group. The Company held the 6th Special Meeting of the 9th Board of Directors on 9 Jul. 2018, on which the
Proposal on Termination Agreement on Financial Service Agreement Signed with China Development Finance Company Ltd. in
which the Company was agreed to sign the Termination Agreement on Financial Service Agreement with CDF.
As of the end of the reporting period, the deposits in and loans provided by CDF were listed as follows:
Unit: RMB’0,000
Item Opening balance Increase in the Decrease in the Closing balance
current period current period
I. Deposits in CDF 119.27 0.36 119.63 -
II. Loans from CDF - - - -
2. Deposits in and loans provided by China Merchants Group Finance
The Proposal on Signing Financial Service Agreement with SinoTrans& CSC Finance Co., Ltd. was approved on the Second Meeting
of the Ninth Board of Directors held on 23 August 2017, in which the Company was agreed to sign the Financial Service Agreement
with period of three years with Sinotrnas& CSC Finance Co., Ltd. (renamed China Merchants Group Finance in August 2017).
As of the end of the reporting period, the deposits in and loans provided by China Merchants Group Finance were listed as follows:
Unit: RMB’0,000
Item Opening balance Increase in the Decrease in the Closing balance
current period current period
I. Deposits in China Merchants Group Finance 15,035.93 699.69 15,639.36 96.26
II. Loans from China Merchants Group Finance - 42,000.00 20,000.00 22,000.00
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
XIII Explain change of the accounting policy, accounting estimate and measurement methods
as compared with the financial reporting of last year
The primary changes to the Company’s accounting policies are summarized as follows: On 31 March 2017, the Ministry of Finance
issued the revised Accounting Standard No. 22 for Business Enterprises—Recognition and Measurement of Financial Instruments
(hereinafter referred to as the “Revised Accounting Standard No. 22”), the revised Accounting Standard No. 23 for Business
Enterprises—Transfer of Financial Assets (hereinafter referred to as the “Revised Accounting Standard No. 23”) and the revised
Accounting Standard No. 24 for Business Enterprises—Accounting for Hedges (hereinafter referred to as the “Revised Accounting
Standard No. 24”); on 28 April 2017, the Ministry of Finance issued the Accounting Standard No. 42 for Business
Enterprises—Non-Current Assets and Disposal Groups Held for Sale and Discontinued Operations (hereinafter referred to as the
“Accounting Standard No. 42”); on 2 May 2017, the Ministry of Finance issued the revised Accounting Standard No. 37 for Business
Enterprises—Presentation of Financial Instruments (hereinafter referred to as the “Revised Accounting Standard No. 37”); on 10
May 2017, the Ministry of Finance issued the revised Accounting Standard No. 16 for Business Enterprises—Government Subsidies
(hereinafter referred to as the “Revised Accounting Standard No. 16”); and on 5 July 2017, the Ministry of Finance issued the revised
Accounting Standard No. 14 for Business Enterprises—Revenue (hereinafter referred to as the “Revised Accounting Standard No.
14”). As required by the Ministry of Finance, the Company has adopted the Revised Accounting Standard No. 22, No. 23, No. 24, No.
37 and No. 14 since 1 January 2018; the Accounting Standard No. 42 since 28 May 2017; and the Revised Accounting Standard No.
16 since 12 June 2017. For further information, please see the Announcement of Shenzhen Chiwan Wharf Holdings Limited on
Accounting Policy Changes (No. 2018-025), which has been disclosed by the Company on http://www.cninfo.com.cn dated 7 March
2018.
XIV Explain change of the consolidation scope as compared with the financial reporting of
last year
1. Deconsolidation of MPIL and its subsidiaries
The Company signed the Supplementary Agreement to the Media Port Investments Limited Shareholder Agreement with CMPort,
Fatten Investments Limited (hereinafter referred to as “FIL”) and Media Port Investments Limited(hereinafter referred to as “MPIL”)
on 23 August 2017 in Shenzhen. Under the arrangements of the agreement, the Company completed the director appointment for
MPIL at the end of September 2017 and has realized control over MPIL and its subsidiary FIL, Shenzhen Mawan Wharf Co., Ltd.,
Shenzhen Mawan Port Services Co., Ltd. and Shenzhen Mawan Warehouse & Terminals Co., Ltd. (hereinafter referred to as the
“Mawan Companies”) in form and nature. According to the Accounting Standards for Business Enterprises No. 33-Consolidated
Financial Statements, the Company began to consolidate MPIL and its subsidiary FIL and the Mawan Companies from September
2017.
The Company signed the Supplementary Agreement II to the Media Port Investments Limited Shareholder Agreement with CMPort,
FIL and MPIL on 5 February 2018 which became effective after being signed by all the parties. After the transfer of a combined stake
of 66.10% in the Company held by Shenzhen Malai Storage Co., Ltd., Keen Field Enterprises Limited and China Nanshan
Development (Group) Inc. to the subsidiary of China Merchants Group-CMGD and its acting-in-concert party Broadford Global, the
Company will no longer control MPIL and its subsidiary FIL and the Mawan Companies. Therefore, it has excluded the said
companies fromits consolidated financial statements from the date when its control ceased.
The Company received from CMGD and Broadford Global the Securities Transfer Registration Confirmation issued by the Shenzhen
branch of China Securities Depository and Clearing Corporation Limited on 11 June 2018. The registration formalities for the said
share transfer have been completed on 8 June 2018. From this day on, the Company will exclude MPIL and its subsidiary FIL and the
Mawan Companiesfrom its consolidated financial statements. For further information, please refer to the Announcement on the
Completion of Share transfer and Change of the Controlling Shareholder (Announcement No.:2018-060) disclosed on
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The Report for the Third Quarter of 2018 (Summary)－Shenzhen Chiwan Wharf Holdings Limited
www.cninfo.com.cn dated 12 June 2018.
2. Consolidation of Zhoushan RoRo
On 26 January 2018, the Second Special Meeting of the Ninth Board of Directors of the Company approved the Proposal on Capital
Increase to Zhoushan Archipelago New Area SinoTrans& CSC RoRoLogistics Co., Ltd. On the same day, the Company together
with Zhoushan Blue Ocean Investment Co., Ltd. (hereafter referred to as “Blue Ocean Investment”), CSC RoRo Logistics Company
Limited (hereafter referred to as “CSC”), CMPort (Zhoushan) RoRo Logistics Co., Ltd. (hereafter referred to as “Zhoushan RoRo”
with the current name changed on 29 August 2018 from “Zhoushan Archipelago New Area SinoTrans& CSC RoRoLogistics Co.,
Ltd.”) and Zhoushan Archipelago New Area XinghaiRoRo Terminal Co., Ltd.( hereafter referred to as “Xinghai Terminal”) signed
Zhoushan Archipelago New Area SinoTrans& CSC RoRoLogistics Co., Ltd.. According to the agreement, the Company contributed
RMB149.7098 million in cash to hold 51% equity in Zhoushan RoRo, and the capital of Zhoushan RoRo increased from RMB60
million to RMB173.0786 million, and Zhoushan RoRo owned 100% stake of XinghaiRoRo, which made XinghaiRoRo a wholly
owned subsidiary of Zhoushan RoRo. More information is showed on the Announcement on an External Investment and
Related-Party Transaction (Announcement No.: 2018-007) published on the Securities Times, Ta Kun Pao (HK) and
www.cninfo.com.cn on 27 January 2018.
In May 2018, the Company paid all the increased capital to Zhoushan RoRo. On 29 August 2018, Zhoushan RoRo completed the
formalities for the change of its directors, supervisors and senior executives with the industrial and commercial administration. As
such, Zhoushan RoRo has officially become a controlled subsidiary of the Company. From that day on, ZhoushanRoRo’s financial
statements are included in the Company’s consolidated financial statements. More information is showed on the Announcement on
Progress of an External Investment and Related-Party Transaction (Announcement No.: 2018-084) published on the Securities Times,
Ta Kun Pao (HK) and www.cninfo.com.cn on 31 August 2018.
For and on behalf of the Board
BaiJingtao
Chairman of the Board
Shenzhen Chiwan Wharf Holdings Limited
Dated 31 October 2018
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