Report for the First Quarter of 2009－Chiwan Wharf
1
Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No.2009-011
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
REPORT FOR THE FIRST QUARTER OF 2009
§1 Important Notes
1.1 The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior
management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”)
hereby confirm that there exists no omission, misstatement, or misleading information in this report, and
accept, individually and collectively, the responsibility for the correctness, accuracy and completeness of
the
contents of this report.
1.2 All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness,
accuracy
and completeness of the contents of this Report.
1.3 All directors attended the second special session of the Sixth Board of Directors in 2009, at which
this Report
was reviewed.
1.4 This quarterly Financial Statements was un-audited.
1.5 Chairman of the Board Ms. Wang Fen, as well as Chief Financial Officer Mr. Zhang Jianguo and Financial
Manager Ms. Zhang Yuanling hereby confirm that the Financial Statements in this report is true and
complete.
1.6 This report was prepared in Chinese version and English version respectively. In the event of any
difference in
interpretation between the two versions, Chinese version shall prevail.
§2 Company Profile
2.1 Main accounting data and financial highlights
Unit: RMB
As at March 31, 2009 As at December 31, 2008 +/-
Total assets 5,106,957,144.00 5,153,728,048.00 -0.91%
Owners’ equity attributable to equity
holders of the Company 2,848,954,259.00 2,755,264,347.00 3.40%
Pain-in capital 644,763,730.00 644,763,730.00 0.00%
Net assets per share attributable to equity
holders of the Company 4.419 4.273 3.42%
January-March 2009 January-March 2008 +/-
Revenue 340,012,153.00 471,871,606.00 -27.94%
Net profit attributable to equity holders
of the Company 93,337,912.00 165,671,223.00 -43.66%
Net cash flows from operating activities 169,933,994.00 266,199,504.00 -36.16%
Net cash flows per share arising from
operating activities 0.264 0.413 -36.08%
Basic earnings per share 0.145 0.257 -43.58%
Diluted earnings per share 0.145 0.257 -43.58%
Return on equity 3.28% 6.02% -274 bp
ROE after extraordinary gains and losses 3.10% 6.00% -290 bpReport for the First Quarter of 2009－Chiwan
Wharf
2
Items of extraordinary gains and losses Amount
Net gains/(losses) on disposal of non-current 6,396,830.00
Non-operating income(expense)-net -70,994.00
Tax effects on extraordinary gains and losses -1,264,100.00
Minority interests on extraordinary gains and losses -4,041.00
Total 5,057,695.00
Explanations on items of extraordinary gains and losses:
Gains on disposal of non-current were mostly from sale of fixed assets by subsidiaries.
2.2 Total number of shareholders and shares held by top ten shareholders holding shares not subject to
trading
moratorium as at the end of reporting period
Unit: share
Total number of shareholders 44,125 shareholders ,of which 34,095 were shareholders of A
shares and 10,030 were shareholders of B shares
Top ten shareholders holding shares not subject to trading moratorium
Name of shareholders Number of tradable shares held
at the end of reporting period Type of shares (A, B, H or other)
CHINA MERCHANTS SECURITIES (HK) CO., LTD. 51,416,224 B shares
CHINA NANSHAN DEVELOPMENT (GROUP) INC. 46,486,830 A shares
CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 24,346,454 B shares
PLATINUM ASIA FUND 12,576,679 B shares
NATIONAL SOCIAL SECURITY FUND 102 PORTFOLIO 8,503,724 A shares
GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 7,543,691 B shares
MIRAE ASSET ASIA PACIFIC INFRA SECTOR EQTY
INVSTMT TRS 1 3,927,021 B shares
BBH BOS S/A MTB JP RE PCA ASIA OCEANIA H DIV EQ M
FUND 3,015,249 B shares
GSI S/A ACRU CHINA+ ABSOLUTE RETURN FUND
LIMITED 3,007,552 B shares
FTIF-TEMPLETON EMERGING MKT SMALLER
COMPANIES FUND 2,951,190 B shares
§3 Significant Events
3.1 Significant changes in major accounting data, financial highlights and reasons for these changes.
√Applicable □Non-applicable
Jan-Mar 2009 Jan-Mar 2008 +/- +/-%
Investment income 14,400,805 31,518,660 -17,117,855 -54.31%
Non-operating income 6,542,189 390,153 6,152,036 1576.83%
Investment income decreased over same period of last year because net profit realized by associate
companies
decreased compared with the same period of last year;
Non-operating income increased due to increase of income from fixed assets disposal of subsidiaries in the
reporting
period.
3.2 Process of significant events.
□Applicable √Non-applicableReport for the First Quarter of 2009－Chiwan Wharf
3
3.3 Special commitments made by the company and its shareholders
√Applicable □Non-applicable
Name of
shareholder
Special commitment Execution
Commitment on dividend policy: CND commits to keep stable
dividend policy as in the past, promises to put forward dividend
distribution proposal at the annual general meetings for 2006 and
2007, and the dividend payout ratio shall not be less than 50% of the
distributable profits achieved in the respective year, and promises to
vote for it at general meetings.
Executed.
The dividend payout
ratio for 2006 and
2007 was 60% and
50.02% of the
distributable profits
achieved in the year
respectively.
Commitment on increase of its share equity in the Company: To avoid
the unreasonable fluctuation of stock price of the Company and boost
investors confidence in the Company, and at the same time to enhance
its position as the controlling shareholder, CND will, within 2 months
after the share reform proposal be approved at the Relevant
Shareholders’ Meeting of A Share Market, buy from stock market
9,406,540 shares (say 10% of all tradable A shares not subject to
trading moratorium of 94,065,400 after the execution of the share
reform proposal) when the price is not higher than RMB13.00. Within
6 months after share equity increase plan is executed, CND will not
sell any shares thus bought according to the said plan, otherwise the
income from the sale of shares will be possessed by all shareholders.
Executed.
Incentive mechanism: In order to enhance shareholders’ confidence
and boost initiatives of management team and core staff of the
Company, CND will, after the share reform proposal is executed,
choose to entrust the Board of Directors of the Company through
annual general meeting to formulate and carry out equity incentive
scheme in accordance with relevant laws and regulations, thus
integrate the interests of management team with the whole
shareholders of the Company.
Proposed to the annual
general meeting of the
Company for 2008 in
March 2009.
Letter of Guarantee: CND commits that it will obtain, before the
registration date for the Relevant Shareholders’ Meeting of A Share
Market, the letter of guarantee from certain monetary institution
recognized by Shenzhen Stock Exchange, consenting to provide
complete guarantee to CND for the required amount of money when
put options granted to shareholders of tradable shares be executed.
Executed.
China Nanshan
Development
(Group)
Incorporation
(“CND”)
Keep the Company as a listed one: CND commits that the Company
is undertaking Share Reform with a view to address the problem of
balancing the interests among shareholders of circulating and
non-circulating shares, but not to quit from the stock market. CND
promises to take actions to keep the Company as a listed one within
the period stipulated by relevant laws, rules and regulations, and to
disclose information in time, if the shareholding structure does not
conform to the requirements for a listed company recognized by
Shenzhen Stock Exchange due to the exercise of put option.
Executed.
3.4 Reason of expected significant changes in net profit for the first half of this year compared with last
year
□Applicable √Non-applicableReport for the First Quarter of 2009－Chiwan Wharf
4
3.5 Other significant events
3.5.1 Securities investment
□Applicable √Non-applicable
3.5.2 Particulars about meetings with investors in the reporting period
Type Means Time Location Investor
Topics discussed
and information
provided
Conference
launched by
securities
firms
UBS
Conference
Jan,2009 ShangHai Clients of UBS
Jan,2009 China Merchants Securities、Penghua fund
management co.,ltd、SYWG BNP Parisbas
asset management、Hua an fund management
co., ltd
investor
reception
One-on-one
meeting
Feb,2009
Conference
room of the
Company
SYWG research Co.,ltd、Everbright Pramerica
Fund Management Co., Ltd、Blue Bridge
China、Harvest Fund Management Co., ltd、
Everbright Securities Co., ltd. 、Bank of
Communications Schroders 、GF Securities
Co., ltd、Orient Securities Company Limited、
ChangJiang Securities 、New China Asset
Management Co., ltd、CITIC-prudential Fund
Management Company Ltd、New Century
Fund Management Co., Ltd、YinHua Fund
Management Co., Ltd、HuaTai Securities Co.,
ltd 、Morgan Stanley 、Alliance Bernstein
Investment、Merrill Lynch (Asia Pacific) Ltd、
Ping An securities company ltd、Galaxy asset
Management Co.,Ltd、ICBC Credit Suisse
Asset Management Co., Ltd、Guotai Asset
Management Co.,Ltd
Basic status of the
operations and
investments of the
Company and the
financial position of
the Company
Information
provided: Brief
introductions of the
Company
3.5.3 Other significant events
√Applicable □Non-applicable
1．During the reporting period, the Company has not provided fund for controlling shareholders or its
related
arties, or supplied external guarantees against the regulations.
2. During the reporting period, the shareholder holding over 30% equity interest of the Company didn’t
propose or
carry out any plan on further increasing its equity in the Company.
3．During the reporting period, the Company has not sign any significant contract.
§4 Appendix（See Attachment）
4.1 Balance Sheet
4.2 Income Statement
4.3 Cash Flow Statement
4.4 Report of the auditor's
Opinion of the auditor’s: Un-audited
Shenzhen Chiwan Wharf Holdings Limited
Dated this 29th day of April, 2009Report for the First Quarter of 2009－Chiwan Wharf
5
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY BALANCE SHEETS
AS AT 31 MARCH 2009
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
31-Mar-2009 31-Dec-2008 31-Mar-2009 31-Dec-2008
ASSETS
The Group The Group The Company The Company
Current assets
Cash at bank and on hand
610,473,798
641,475,910
397,689,351
298,644,660
Notes receivable
-
7,846,264
-
7,846,264
Accounts receivable
158,431,178
145,675,880
4,310,384
11,338,751
Dividends receivable
-
-
404,741,735
404,741,735
Advances to suppliers
10,332,071
10,336,323
49,605
111,253
Interest receivable
1,300,341
454,878
5,709,045
5,277,795
Other receivables
11,757,667
10,180,699
102,255,178
132,957,981
Inventories
28,228,618
27,808,298
959,030
837,989
Total current assets
820,523,673
843,778,252
915,714,328
861,756,428
Non-current assets
Available-for-sale financial assets
5,880,000
5,440,000
5,880,000
5,440,000
Long-term receivables
184,039,141
184,039,141
164,228,079
164,228,079
Long-term equity investments
297,244,888
282,844,083
851,517,745
853,904,176
Investment properties
28,757,895
29,048,953
20,697,801
20,860,490
Fixed assets
2,219,314,022
2,261,881,360
180,102,657
184,480,910
Construction in progress
316,176,244
301,348,064
-
168,540
Intangible assets
1,065,987,894
1,075,111,068
72,993,157
73,752,628
Goodwill
10,858,898
10,858,898
-
-
Long-term prepaid expenses
68,499,706
67,625,291
5,750,545
5,818,207
Long-term prepayment
58,772,833
58,772,833
-
-
Deferred tax assets
30,901,950
32,980,105
11,372,218
12,635,845
Total non-current assets
4,286,433,471
4,309,949,796
1,312,542,202
1,321,288,875
TOTAL ASSETS
5,106,957,144
5,153,728,048
2,228,256,530
2,183,045,303Report for the First Quarter of 2009－Chiwan Wharf
6
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY BALANCE SHEETS
AS AT 31 MARCH 2009 (CONTINUED)
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
LIABILITIES AND 31-Mar-2009 31-Dec-2008 31-Mar-2009 31-Dec-2008
OWNERS’ EQUITY The Group The Group The Company The Company
Current liabilities
Short-term borrowings 667,040,000 829,840,000 143,440,000 178,640,000
Notes payable 5,668,800 8,681,000 - -
Accounts payable 52,757,152 58,507,695 11,845,574 13,231,145
Advances from customers 937,417 650,306 7,088 16,388
Employee benefits payable 23,744,634 39,286,759 18,243,685 21,825,885
Taxes payable 25,284,744 27,885,431 (2,788,801) 1,448,453
Interests payable 3,405,884 4,864,951 199,500 2,909,946
Dividends payable 271,365,815 271,365,815 - -
Other payables 112,904,297 104,635,820 315,726,729 209,280,593
Deferred revenue 4,951,750 4,951,750 - -
Total current liabilities 1,168,060,493 1,350,669,527 486,673,775 427,352,410
Non-current liabilities
Long-term borrowing 404,800,000 404,800,000 132,000,000 132,000,000
Deferred revenue 68,499,207 69,737,144 - -
Deferred tax liabilities 952,000 864,000 952,000 864,000
Total non-current liabilities 474,251,207 475,401,144 132,952,000 132,864,000
Total liabilities 1,642,311,700 1,826,070,671 619,625,775 560,216,410
Owners' equity
Paid-in capital 644,763,730 644,763,730 644,763,730 644,763,730
Capital surplus 144,522,555 144,170,555 153,718,828 153,366,828
Surplus reserve 355,134,736 355,134,736 355,134,736 355,134,736
Undistributed profits 1,717,883,129 1,624,545,217 455,013,461 469,563,599
Translation difference of
foreign currency financial
statements (13,349,891) (13,349,891) - -
Total equity attributable to
equity holders of the Company 2,848,954,259 2,755,264,347 1,608,630,755 1,622,828,893
Minority interest 615,691,185 572,393,030 - -
Total owners' equity 3,464,645,444 3,327,657,377 1,608,630,755 1,622,828,893
TOTAL LIABILITIES AND
OWNERS’ EQUITY 5,106,957,144 5,153,728,048 2,228,256,530 2,183,045,303Report for the First Quarter of 2009
－Chiwan Wharf
7
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY INCOME STATEMENTS
FOR the Three Months Ended March 31 2009
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
Jan-Mar 2009 Jan-Mar 2008 Jan-Mar 2009 Jan-Mar 2008
Items
The Group The Group The Company The Company
Revenue 340,012,153 471,871,606 22,377,705 49,221,377
Less: Cost (162,713,724) (182,323,871) (27,164,674) (31,553,603)
Tax and levies on operations (11,713,890) (16,142,637) (837,178) (1,604,616)
General and administrative
expenses (25,087,497) (30,039,315) (8,645,370) (10,979,903)
Finance expenses - net (6,658,242) (9,881,472) (1,150,393) (3,314,318)
Asset impairment losses - - - -
Add: Investment income 14,400,805 31,518,660 (1,146,620) 2,417,718
Including: Share of profit of
associates and joint ventures 14,400,805 31,518,660 (2,386,431) 723,557
Operating profit 148,239,605 265,002,971 (16,566,530) 4,186,655
Add: Non-operating income 6,542,189 390,153 28,674 10,130
Less: Non-operating expenses (216,353) 118,644 (153,209) 138,612
Including: Loss on disposals of
non-current assets (44,838) 132,250 (495) 138,612
Total profit 154,565,441 265,511,768 (16,691,065) 4,335,397
Less: Income tax expenses (17,929,374) (21,843,862) 2,140,927 (1,222,643)
Net profit 136,636,067 243,667,906 (14,550,138) 3,112,754
Attributable to equity holders of
the Company 93,337,912 165,671,223
Minority interest 43,298,155 77,996,683
Earnings per share
(attributable to equity holders of
the Company)
—Basic earnings per share 0.145 0.257
—Diluted earnings per share 0.145 0.257Report for the First Quarter of 2009－Chiwan Wharf
8
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
FOR the Three Months Ended March 31 2009
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
Jan-Mar 2009 Jan-Mar 2008 Jan-Mar 2009 Jan-Mar 2008
Items
The Group The Group The Company The Company
1. Cash flows from operating activities
Cash received from rendering of services 337,493,614 466,410,435 34,413,911 32,101,548
Refund of taxes and levies - - - -
Cash received relating to other operating
activities 4,147,962 7,223,790 102,641,101 169,871,571
Sub-total of cash inflows 341,641,576 473,634,225 137,055,012 201,973,119
Cash paid for goods and services (67,288,853) (87,911,451) (13,763,348) (16,069,902)
Cash paid to and on behalf of employees (52,448,866) (61,218,453) (12,291,989) (13,995,628)
Payments of taxes and levies (32,357,650) (33,829,204) (2,136,276) 316,066
Cash paid relating to other operating activities (19,612,213) (24,475,613) (1,462,636) (5,199,237)
Sub-total of cash outflows (171,707,582) (207,434,721) (29,654,249) (34,948,701)
Net cash flows from operating activities 169,933,994 266,199,504 107,400,763 167,024,418
2. Cash flows from investing activities
Cash received from disposals of investments - - 70,408,776 10,000,000
Cash received from returns on investments - 139,818,566 9,239,811 1,694,161
Net cash received from disposals of fixed
assets
302,365
771,300
30,000
142,000
Sub-total of cash inflows 302,365 140,589,866 79,678,587 11,836,161
Cash paid to acquire fixed assets, intangible
assets and other long-term assets (28,417,867) (98,580,301) (208,320) (378,373)
Cash paid relating to other investing activities - - (47,408,776) (14,105,000)
Sub-total of cash outflows (28,417,867) (98,580,301) (47,617,096) (14,483,373)
Net cash flows from investing activities (28,115,502) 42,009,565 32,061,491 (2,647,212)
3. Cash flows from financing activities
Cash received from borrowings - 56,400,000 - -
Sub-total of cash inflows - 56,400,000 - -
Cash repayments of borrowings (162,800,000) (512,584,000) (35,200,000) (400,000,000)
Cash payments for interest expenses and
distribution of dividends or profits (9,844,604) (12,671,487) (5,217,563) (3,492,211)
Cash paid relating to other financing activities (176,000) - - -
Sub-total of cash outflows (172,820,604) (525,255,487) (40,417,563) (403,492,211)
Net cash flows from financing activities (172,820,604) (468,855,487) (40,417,563) (403,492,211)
4. Effect of foreign exchange rate changes on
cash and cash equivalents
-
-
-
-
5. Net increase in cash and cash equivalents (31,002,112) (160,646,418) 99,044,691 (239,115,005)
Add: Cash and cash equivalents at beginning
of year 641,475,910 781,587,534 298,644,660 570,266,835
6. Cash and cash equivalent at end of year 610,473,798 620,941,116 397,689,351 331,151,830
