The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited
Stock code: 000022/200022 Stock abbreviation: Chiwan Wharf A/Chiwan Wharf B Announcement No.: 2015-093
Shenzhen Chiwan Wharf Holdings Limited
The Report for the Third Quarter of 2015
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 meeting for reviewing this Report.
IV. These quarterly Financial Statements are 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 & Changes in 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
Item 30 Sept. 2015 31 Dec. 2014 Increase/decrease
Total assets (RMB Yuan) 6,833,803,697.08 6,935,824,199.68 -1.47%
Net assets attributable to shareholders
4,326,142,462.17 4,115,298,831.59 5.12%
of the Company (RMB Yuan)
YoY YoY
Item Jul.-Sept. 2015 Jan.-Sept. 2015
increase/decrease increase/decrease
Operating revenues (RMB Yuan) 509,817,001.86 9.95% 1,390,605,010.64 3.80%
Net profit attributable to shareholders
175,532,433.81 33.63% 417,509,806.15 13.86%
of the Company (RMB Yuan)
Net profit attributable to shareholders
of the Company after extraordinary 175,272,326.54 33.66% 419,035,408.25 15.05%
gains and losses (RMB Yuan)
Net cash flows from operating
-- -- 645,020,079.10 33.94%
activities (RMB Yuan)
Basic EPS (RMB Yuan/share) 0.272 33.33% 0.648 13.88%
Diluted EPS (RMB Yuan/share) 0.272 33.33% 0.648 13.88%
Weighted average ROE (%) 4.14% 0.86% 9.86% 0.74%
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The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited
Items and amounts of extraordinary gains and losses
√Applicable □Inapplicable
Unit: RMB Yuan
Amount as of Jan.-Sept.
Item Note
2015
Gains/losses on the disposal of non-current assets (including the offset part of asset
(809,709.57)
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 482,763.16
the country’s unified standards
Non-operating incomes and expenses other than the above 1,602,878.61
Less: Income tax effects 811,212.99
Minority interests effects (after tax) 1,990,321.31
Total (1,525,602.10) --
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 35,875 shareholders, including 26,313 A-share holders and 9,562 B-share holders
Shareholdings of top ten shareholders (all being non-restricted share holders)
Number of Type of shares
Nature of Percentage of Shares pledged or
Name of shareholder non-restricted (A, B, H or
shareholder shareholding frozen (share)
shares held other)
CHINA NANSHAN DEVELOPMENT State-owned
32.52% 209,687,067 0 A share
(GROUP) INC. corporation
Ordinary domestic
SHENZHEN MALAI STORAGE CO., LTD. 25% 161,190,933 0 A share
corporation
KEEN FIELD ENTERPRISES LIMITED Foreign corporation 8.58% 55,314,208 0 B share
CMBLSA RE FTIF TEMPLETON ASIAN
Foreign corporation 7.43% 47,914,954 Unknown B share
GRW FD GTI 5496
DEUTSCHE BANK
Foreign corporation 0.62% 3,996,830 Unknown A share
AKTIENGESELLSCHAFT
CMBNA/STICHTING PENS FND ABP Foreign corporation 0.54% 3,463,503 Unknown B share
GIC PRIVATE LIMITED Foreign corporation 0.52% 3,360,777 Unknown B share
TEMPLETON ASIAN GROWTH FUND Foreign corporation 0.41% 2,657,852 Unknown B share
BBH A/C VANGUARD EMERGING
Foreign corporation 0.40% 2,595,918 Unknown B share
MARKETS STOCK INDEX FUND
KUMPULAN WANG PERSARAAN
Foreign corporation 0.37% 2,368,067 Unknown B share
(DIPERBADANKAN)
Explanation on associated relationship or/and China Merchants Holdings (International) Company Limited is a shareholder of China
persons acting in concert among the Nanshan Development (Group) Inc., (hereinafter referred to as “CND”). Shenzhen
above-mentioned shareholders: Malai Storage Co., Ltd. (hereinafter referred to as “Malai Storage”) was a
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The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited
wholly-funded subsidiary of China Merchants Holdings (International) Company
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 preference share holders and shareholdings of the top ten preferred share holders at the
period-end
□ Applicable √ Inapplicable
Section III. Significant Events
I. Major changes in main accounting statement items and financial indicators in the reporting
period, as well as reasons for the changes
Unit: RMB Yuan
Increase/
Item 30 Sept. 2015 31 Dec. 2014 Main reasons
decrease
Other current liabilities 600,000,000.00 400,000,000.00 50% Short-term financing bonds were issued and repaid.
Corporate bonds were redeemed ahead of schedule
Bonds payable 497,562,739.75 995,110,137.02 -50%
in this April.
Increase/
Item Jan.-Sept. 2015 Jan.-Sept. 2014 Main reasons
decrease
1) Chiwan Container Terminal Co., Ltd., one of the
Company’s controlled subsidiaries, passed the
hi-tech enterprise certification in 2015 and has thus
Net cash flows from been entitled to a preferential income tax rate of
645,020,079.10 481,588,587.65 34%
operating activities 15%; 2) We received and held as an agent more
payments; 3) A rebate from the Machong Wharf
watercourse occupancy fee was received; and 4)
There existed timing differences in payments.
Net cash flows from In the same period of last year, we received from a
(58,769,748.94) 17,243,304.17 -441%
investing activities joint venture the dividends for the previous year.
Cash receipts from
borrowings 138,736,732.40 554,750,000.00 -75% The borrowings obtained decreased.
Cash receipts from
issue of bonds 800,000,000.00 398,800,000.00 101% More short-term financing bonds were issued.
Chiwan Container Terminal Co., Ltd., one of the
Cash payments for
Company’s controlled subsidiaries, distributed
distribution of
464,056,566.07 312,751,306.37 48% dividends to its minority shareholders this year,
dividends or profit or
while there had been no such cases in the same
interest
period of last year.
Chiwan Container Terminal Co., Ltd., one of the
Company’s controlled subsidiaries, distributed
Net cash flows from
(627,058,353.75) (453,805,730.38) 38% dividends to its minority shareholders this year,
financing activities
causing an increase in the cash outflows from
financing activities.
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The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited
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 Carrying out the Equity Inventive Plan of Shenzhen Chiwan Wharf Holdings Limited>, which was reviewed and approved in the general meeting of the Company in May 2009. The Board of Directors of the Company was authorized to formulate and carry out an equity incentive plan at a proper timing In order to enhance the shareholding according to applicable laws and regulations. confidence of tradable share holders, and In Jun. 2014, according to encourage the core management and key (Trial) for State Holding Listed Companies to personnel so that the interests of the Carry out Equity Inventive> jointly management and all the shareholders can promulgated by the State-owned Assets coincide, CND made a commitment to Supervision and Administration Commission Share reform CND Group entrust, through the general meeting of Apr. 2006 Standing of the State Council and the Ministry of commitment the Company, the Board of Directors of Finance, as well as the Company to formulate and carry out Methods (Trial) for Equity Incentive of Listed an equity incentive plan at a proper Companies> promulgated by CSRC, the timing after the completion of the share equity incentive plan could not be division reform according to applicable successfully formulated due to policy and laws and regulations. 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 Commitment Merchants guaranteeing the independency of the through ways in the Holdings 17 Sept. Company; such as asset In the process of execution acquisition (International) 2012 3. Commitment made by China reorganization in report or the Company Merchants Holdings (International) about the coming 3-5 report on Limited horizontal competition; and years. And the equity 4. Commitment made by China other three changes Merchants Holdings (International) about commitments are regulating related-party transactions subject to the share custody period. 1. Commitment made by Malai Storage Whenever Malai 27 Dec. Malai Storage about guaranteeing the independency of Storage holds the In the process of execution 2012 the Company; Company’s shares 4 The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited 2. Commitment made by Malai Storage about horizontal competition; and 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: 1. Not to distribute profit to shareholders; Whenever any of 2. Suspend capital outlay projects such as 18 Oct. the corporate The Company significant outward investments or 2013 In the process of execution bonds of “13 mergers; Chiwan 01” exists 3. Reduce or stop salaries and bonuses for directors and senior management staff; and 4. Not to remove the persons held chiefly responsible. Executed in Yes time or not? Specific reason for failing to fulfill the N/A commitment and plan for the next step (if any) IV. Predict the 2015 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 √ Applicable □ Inapplicable 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 Availabl Corporate e-for-sa shares, which Ninghu Stock 600377 1,120,000 1,000,000 0.02% 1,000,000 0.02% 7,960,000 380,000 le are allowed for Expressway financia circulation after l assets share reform 5 The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited 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 -- 8,359,200 380,000 -- -- VI. Shareholdings in other listed companies □ Applicable √ Inapplicable No such cases in the reporting period. VII. Investments in derivatives □ Applicable √ Inapplicable No such cases in the reporting period. VIII. 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 Basic operation situation Office of the of the Company, Jul.-Sept. 2015 By phone Individual Individual investors Company investments made and its financial position IX. Provision of guarantees in violation of regulations □ Applicable √ Inapplicable 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 √ Inapplicable No such cases in the reporting period. XI. Other information 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 2015: 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. 6 The Report for the Third Quarter of 2015 of Shenzhen Chiwan Wharf Holdings Limited The Company has hired Deloitte Touche Tohmatsu Certified Public Accountants LLP to be its internal control auditor for 2015 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 2015. And the internal control project is right on schedule, with no derivation or delay. For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 30 October 2015 7
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