The 20117 Annual Reeport of Shennzhen Chiwan Wharf Holddings Limited
SHENZHEN CHHIWAN WHARF HOLDIINGS LIIMITED
THHE 2017 A L REPORT
Disclosed on 7 Maarch 2018
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section I. Important Statements, Contents & Terms
The Board of Directors, the Supervisory Board as well as the directors, supervisors and senior
management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the
“Company”) hereby warrant that this Report is factual, accurate and complete without any false
information, misleading statements or material omissions. And they shall be jointly and severally
liable for that.
Chairman of the Board Bai Jingtao, 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 reviewed and approved by all directors at the 3rd Meeting of the 9th Board of
Directors of the Company.
Possible risks faced by the Company and countermeasures have been explained in “Section IV.
Performance Discussion and Analysis” in this Report, which investors are kindly reminded to pay
attention to. Any forward-looking statement such as those involving future plans or development
strategies in this Report shall not be considered as virtual promises of the Company to investors.
And investors are kindly reminded to pay attention to possible risks.
Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn have been designated by the
Company for information disclosure. And all information about the Company shall be subject to
what’s disclosed on the aforesaid media. Investors are kindly reminded to pay attention to possible
risks.
The Company’s preliminary plan for profit distribution upon the review and approval at the board
meeting: Based on the total shares of 644,763,730, a cash dividend of RMB13.19 (tax included)
will be distributed to all the shareholders for every 10 shares they hold. No bonus shares will be
granted and no capital reserve will be turned into share capital.
This Report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Contents
Section I. Important Statements, Contents & Terms ..................................................... 1
Section II. Company Profile & Financial Highlights .................................................... 4
Section III. Business Highlights .................................................................................... 8
Section IV. Performance Discussion and Analysis...................................................... 10
Section V. Significant Events ...................................................................................... 24
Section VI. Share Changes & Particulars about Shareholders .................................... 39
Section VII. Preference Shares .................................................................................... 46
Section VIII. Directors, Supervisors, Senior Management Staff & Employees ......... 47
Section IX. Corporate Governance ............................................................................. 60
Section X. Corporate Bonds ........................................................................................ 76
Section XI. Auditor's Report (See Attached)............................................................... 77
Section XII. Documents Available for Reference ....................................................... 78
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Terms
Term Meaning
Company, the Company or Chiwan
Shenzhen Chiwan Wharf Holdings Limited
Wharf
CMG China Merchants Group
CMPort China Merchants Port Holdings Company Limited
CND Group China Nanshan Development (Group) Inc.
Malai Storage Shenzhen Malai Storage Co., Ltd.
KFEL Keen Field Enterprises Limited
China Merchants Group (H.K.) Limited, a CMG wholly-owned
CMG Hong Kong
subsidiary in Hong Kong
Broadford Global Limited, a wholly-owned subsidiary of CMG
Broadford Global
Hong Kong
China Merchants Gangtong Development (Shenzhen) Co., Ltd.,
CMGD
a Broadford Global wholly-owned subsidiary in Shenzhen
CDF China Development Finance Company Ltd.
CMG Finance China Merchants Group Finance Co., Ltd.
Chiwan Container Terminal Co., Ltd. (a subsidiary controlled
CCT
by the Company)
State-Owned Assets Supervision and Administration
SASAC of the State Council
Commission of the State Council
CSRC China Securities Regulation Commission
Shenzhen CSRC Shenzhen Bureau of China Securities Regulatory Commission
SZSE Shenzhen Stock Exchange
“The Company Law” “The Company Law of the People’s Republic of China”
“The Securities Law” “The Securities Law of the People’s Republic of China”
“The Articles of Association of Shenzhen Chiwan Wharf
“The Articles of Association”
Holdings Limited”
“The Stock Listing Rules” “The Stock Listing Rules of Shenzhen Stock Exchange”
The cninfo website www.cninfo.com.cn
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section II. Company Profile & Financial Highlights
I. Company information
Stock name Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022
Stock exchange Shenzhen Stock Exchange
Company name in Chinese 深圳赤湾港航股份有限公司
Abbreviation 深赤湾
Company name in English (if any) Shenzhen Chiwan Wharf Holdings Limited
Abbreviation (if any) Chiwan Wharf
Legal representative of the Company Bai Jingtao
8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District,
Registered address
Shenzhen, PRC
Zip code
8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District,
Office address
Shenzhen, PRC
Zip code
Internet website of the Company http://www.szcwh.com
Email address cwh@szcwh.com
II. Contact us
Company Secretary Securities Representative
Name Wang Yongli Hu Jingjing & Chen Dan
8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District,
Contact address
Shenzhen, PRC
Tel. +86 755 26694222 +86 755 26694222
Fax +86 755 26684117 +86 755 26684117
E-mail cwh@szcwh.com cwh@szcwh.com
III. About information disclosure and where this Report is placed
Newspapers designated by the Company for information
Securities Times, Ta Kung Pao (HK)
disclosure
Internet website designated by CSRC for disclosing this
http://www.cninfo.com.cn
Report
Where this Report is placed Company Secretary’s Office
IV. Changes in the registered information
Credibility code 91440300618832968J
Changes in main business since going public (if any) No changes
Changes of controlling shareholder (if any) N/A
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
V. Other information
The CPAs firm hired by the Company
Name Deloitte Touche Tohmatsu Certified Public Accountants LLP
Office address 30/F, 222 Yan An Road East, Huangpu District, Shanghai, P.R.C.
Signing accountants Huang Yue, Jiang Qishen
Sponsor engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Not applicable
Financial consultant engaged by the Company to conduct sustained supervision during the reporting
period
□ Applicable √ Not applicable
VI. Accounting and financial highlights
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
Unit: RMB
Increase/decrease of
Item 2017 2016 current year over last 2015
year
Operating revenues 2,456,218,834.63 2,381,483,399.94 3.14% 2,342,495,360.79
Netprofits attributable to
504,495,064.39 532,376,492.97 -5.24% 521,390,931.84
shareholders of the parent
Net profits attributable to
shareholders of the parent
497,361,340.01 529,198,583.98 -6.02% 520,784,611.74
before extraordinary gains
and losses
Net cash flows from operating
1,162,281,754.31 1,121,032,625.07 3.68% 1,231,610,675.57
activities
Basic EPS (RMB/share) 0.782 0.826 -5.33% 0.809
Diluted EPS (RMB/share) 0.782 0.826 -5.33% 0.809
Weighted average ROE (%) 10.45% 11.57% -1.12% 12.20%
Increase/decrease of
Item As of 31 Dec. 2017 As of 31 Dec. 2016 current year-end As of 31 Dec. 2015
than last year-end
Total assets 7,975,470,563.32 7,792,570,272.01 2.35% 8,186,131,157.94
Net assets attributable to
4,922,969,405.92 4,736,680,543.81 3.93% 4,474,942,668.10
shareholders of the parent
Business combination under common control have caused retrospective adjustments or restatements,
which are shown in the table below. For further information, see “VIII. Explain change of the
consolidation scope as compared with the financial reporting of last year” under “Section V.
Significant Events” in this Report.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Unit: RMB
Increase/decrea
se of current
2016
year over last
Item
year
Before After After Before After
adjustment adjustment adjustment adjustment adjustment
Operating revenues 2,456,218,834.63 1,905,107,140.42 2,381,483,399.94 3.14% 1,872,608,596.16 2,342,495,360.79
Net profits attributable to
504,495,064.39 532,376,492.97 532,376,492.97 -5.24% 527,751,492.42 521,390,931.84
shareholders of the parent
Net profits attributable to
shareholders of the parent
497,361,340.01 530,615,980.15 529,198,583.98 -6.02% 528,043,530.88 520,784,611.74
before extraordinary gains
and losses
Net cash flows from
1,162,281,754.31 827,754,904.11 1,121,032,625.07 3.68% 977,850,737.45 1,231,610,675.57
operating activities
Basic EPS (RMB
0.782 0.826 0.826 -5.33% 0.819 0.809
Yuan/share)
Diluted EPS (RMB Yuan
0.782 0.826 0.826 -5.33% 0.819 0.809
/share)
Weighted average ROE (%) 10.45% 11.64% 11.57% -1.12% 12.34% 12.20%
Increase/decrea
se of current
As of 31 Dec. 2016 As of 31 Dec. 2015
As of 31 Dec. year-end than
2017 last year-end
Before After After Before After
adjustment adjustment adjustment adjustment adjustment
Total assets 7,975,470,563.32 6,620,476,709.79 7,792,570,272.01 2.35% 6,913,772,876.99 8,186,131,157.94
Net assets attributable to
4,922,969,405.92 4,709,815,552.89 4,736,680,543.81 3.93% 4,439,600,537.05 4,474,942,668.10
shareholders of the parent
The listed company’s total share capital as of the last trading session before the disclosure of this
Report:
The listed company’s total share capital as of the last trading session before the
644,763,730
disclosure of this Report (share)
Fully diluted EPS based on the latest share capital above (RMB Yuan /share) 0.782
Are there any corporate bonds?
□ Yes √ No
VII. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under
international and Chinese accounting standards
No such differences
2. Differences of net profit and net assets disclosed in financial reports prepared under
overseas and Chinese accounting standards
No such differences
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
VIII. Financial highlights by quarter
Unit: RMB
Item Q1 Q2 Q3 Q4
Operating revenues 590,462,575.45 586,188,442.54 686,261,296.41 593,306,520.23
Net profits attributable to
138,193,456.79 137,867,900.71 164,362,034.13 64,071,672.76
shareholders of the parent
Net profits attributable to
shareholders of the parent before 137,529,057.95 138,082,062.94 163,375,030.69 58,375,188.43
extraordinary gains and losses
Net cash flows from operating
327,701,479.55 246,854,052.48 341,832,880.07 245,893,342.21
activities
The financial indicators above or their summations differ from those which had been disclosed in
quarterly or semi-annual reports because they have been retrospectively adjusted as a result of
business mergers under the same control.
IX. Extraordinary gains and losses
Unit: RMB
Item 2017 2016 2015 Note
Profit or loss on disposal of non-current assets 431,343.46 -123,667.77 -745,648.90
Government grants recognized in profit or loss (except
for grants that are closely related to the Company's
1,843,431.75 6,142,644.12 4,764,470.53
business and are in amounts and quantities fixed in
accordance with the national standard)
Impairment provision reversal for accounts receivable
4,238,993.78 - -
on which impairment test is carried out separately
Non-operating income or expenses other than above 1,572,703.48 2,078,697.90 1,308,856.45
Less: Tax effects 290,506.79 1,429,655.13 1,108,165.15
Effects of minority interest (after tax) 662,241.30 3,490,110.13 3,613,192.83
Total 7,133,724.38 3,177,908.99 606,320.10 --
The Company did not shift in the reporting period any extraordinary gain/loss item as defined and
listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering
Their Securities to the Public—Extraordinary Gains and Losses to a recurrent gain/loss item.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section III. Business Highlights
I. Main business during the reporting period
(I) The Company’s main business scope and business models
The Company is principally engaged in the handling, warehousing and transportation of containers
and bulk cargoes, as well as the provision of related services. The Company has 6 container berths
and 7 bulk cargo berths in Chiwan Wharf (Shenzhen), 3 container berths in Mawan Wharf
(Shenzhen) and 5 bulk cargo berths in Machong Wharf (Dongguan). The Company also has an
investment in Laizhou Wharf in Shandong Province.
(II) Development stage and seasonality of the industry, as well as the Company’s position in the
industry
The port industry in which the Company competes is a basic industry in the national economy, with
its development level tied to the macro economy and trade. Due to seasonal factors and a stronger
endogenous driving force of growth, the world economy was on a track of relatively strong
recovery during the reporting period, which resulted in a faster recovery of international trade and
an uptick in growth of port throughput.
The ports run by the Company have been considered hubs for container and bulk cargo carriers in
the Pearl River Delta. The Company’s market position and operating performance remained stable
during the reporting period.
II. Significant changes in primary assets
1. Significant changes in primary assets
Primary asset Significant change
The Proposal on Signing The Supplementary Agreement of Media Port
Investments Limited Shareholder Agreement was considered and approved
at the 2nd Meeting of the 9th Board of the Company dated 23 August 2017.
On the same day, the Company, China Merchants Port Holdings Company
Limited, Fatten Investments Limited and Media Port Investments Limited
signed the said agreement to let the Company control Media Port
Equity assets
Investments Limited. As such, the Company has controlled and will include
in its consolidated financial statements Shenzhen Mawan Port Services Co.,
Ltd., Shenzhen Mawan Wharf Co., Ltd. and Shenzhen Mawan Warehouse &
Terminals Co., Ltd. The announcement (No. 2017-034) on the related
transactions arising from the signed contract has been disclosed on
Securities Times, Ta Kung Pao and www.cninfo.com.cn on 25 August 2017.
The Proposal on Signing The Agreement on Equity Management
Entrustment with China Merchants Port Holdings Company Limited
(CMPort) was considered and approved at the 2nd Meeting of the 9th Board
Entrusted assets of the Company dated 23 August 2017. On the same day, the agreement was
signed to let the Company manage, in CMPort’s trust, part of the
shareholder and other rights in relation to the 80% stake in Mega Shekou
Container Terminals Limited, which is held directly by CMPort. This move
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
would strengthen the Company’s influence and ability of sustainable
development among the ports in West Shenzhen. The announcement (No.
2017-035) on the related transaction arising from the signed contract has
been disclosed on Securities Times, Ta Kung Pao and www.cninfo.com.cn
on 25 August 2017.
2. Main assets overseas
□ Applicable √ Not applicable
III. Core competitiveness analysis
Regarding container handling, the first phase of the Company’s the shore power program covering
four container berths in the Company’s Chiwan Wharf was completed in August 2017, which is
able to supply stable power to large inbound container carriers; in September, the Company applied
a smart and safe tallying system to all of its wharfs and won a prize for innovation in “Internet +
Smart Port” awarded by the National Development and Reform Commission because of the system.
With respect to bulk cargo handling, in May 2017, the bonded yard of the Company’s Machong
Wharf has expanded from 16,000 ㎡ to 50,000 ㎡ ; in June, the renovated Berth 7# of the
Company’s Chiwan Wharf began trial operation, with a renewed ability to berth 70,000-ton vessels
and a much more efficient gallery system to send the unloaded cargos into the warehouses; and in
December, Machong Wharf’s 225,000-ton grain silo was put into trial operation.
These improvements in resource capacity will further increase the Company’s competitiveness and
provide guarantee for its continuously stable development.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section IV. Performance Discussion and Analysis
I. Business review
During 2017, the global economy grew at a faster pace, with higher international trade volumes and
prices, as well as a basically stable financial market. China’s economic growth reached 6.9% for the
year as its supply-side structural reform boosted investment and export. The country’s foreign trade
was improving, with the total value coming to an end of the recent years’ negative growth and
rebounding 14.2% over last year. As a result, the country’s shipping market saw a general recovery,
with faster growth in port throughput. According to the preliminary data of China’s Ministry of
Transport, the country’s coastal ports above the designated size registered a cargo throughput of
8.63 billion metric tons, representing a year-over-year growth of 6.4% (3.2 percentage points higher
than last year), and a container throughput of 0.21 billion TEU, up 7.7% from a year earlier (4.3
percentage points higher than last year).
During the reporting period, the Company forged ahead, faithfully following the policy of “Adhere
to a Down-to-Earth Working Style and Focus on the Main Business for Development”. All the
business plans that the Company set out for the year have been implemented successfully, with the
yearly cargo throughput reaching 69.847 million tons, representing a steady year-over-year increase
of 1.8%.
1. Container handling business
A higher container shipping demand spurred by the recovery in international trade, the slowdown in
growth in the worldwide shipping capacity and the slightly increased shipping rates brought better
earnings to shipping companies. Mergers, restructuring and federalization were still taking place in
the shipping sector. The three major shipping unions, namely, 2M, OCEAN and THE began
running in April, which has caused adjustments to global shipping routes, as well as a more
centralized market.
During the reporting period, the combined container throughput of the ports of the three major cities
in South China was 66.11 million TEU, up 5.9% from last year, of which Shenzhen ports handled
25.25 million TEU, a 5.3% year-over-year growth. With hub ports for containers in South China,
the Company responded to changing shipping routes in an effective way by soliciting business from
new routes and local sources to maintain stability in business. The Company handled a total of
5.374 million TEU of containers throughout the year, up 2.9% from last year and accounting for 21%
of the Shenzhen market. In the meantime, the Company continued to forge ahead with the “Internet
+ Smart Port” campaign to upgrade its comprehensive logistics services. In addition, the
Company’s ePort platform, a one-stop customer service system, went online, which would connect
both the upstream and downstream links for better services.
2. Bulk cargo handling business
During the reporting period, China’s supply-side structural reform optimized production capacity
and spurred growth in imports of grain and fertilizers. During 2017, China imported 0.13 billion
tons of grain, a 13.9% year-over-year increase; and 9.17 million tons of fertilizers, up 10.2% from
the year earlier. By seizing market opportunities, the Company handled a total of 21.203 million
tons of bulk cargos throughout the year, increasing 12.7% compared to last year.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
With respect to grain and feedstuff handling, the Company adopted a business strategy of working
on both domestic and foreign trade and successfully attracted new clients by virtue of a keen sense
of the market and quality services. Meanwhile, the Company improved its port operation procedure
for better efficiency and furthered cooperation with clients to satisfy their various needs. As a result,
the Company’s customer service quality and local influence kept improving. During 2017, the
Company’s grain and feedstuff throughput increased 9.4% from last year, of which the inbound data
went up 13.0% on a year-over-year basis, solidifying the Company’s position as a leading grain and
feedstuff handling service provider, as well as priority ports for handling imported and exported
grain and feedstuff, in the Pearl River Delta.
As for fertilizer handling, by paying close attention to changes in the market and staying in close
contact with clients, the Company handled significantly more cargos from its core clients, attracted
new potash clients, restarted the bonded and re-exported calcium phosphate business which had
stopped for over two years, and handled an increasing quantity of exported urea and imported pure
sodium carbonate. Additionally, the Company offered customized, value-added support services to
increase customer loyalty, and extended its rail-water gallery for more business opportunities.
During 2017, the fertilizers handled by the Company rose significantly by 40% from last year, the
compound fertilizer imports handled accounted for a 55% of the national market, and the potash
imports handled took up 9% nationwide, which have further secured the Company’s leading
position on the market.
3. Support services and investment management
The Company’s business of support tow truck, tugboat, customs clearance and barge services
operated well. Earnings in this respect have risen as the Company also looked for income while
ensuring the support services. Meanwhile, the Company’s main joint ventures, including China
Overseas Harbour Affairs (Laizhou) Co., Ltd., China Merchants Bonded Logistics Co., Ltd. and
China Merchants Holdings (International) Information Technology Co., Ltd., offered slightly lower
returns to the Company compared to last year.
The Company’s primary business results are set out as follows:
Main business indicator 2017 2016 Change
Total throughput (thousand tons) 69,847 68,603 1.8%
Among which: Container throughput (thousand TEU) 5,374 5,222 2.9%
Bulk cargo throughput (thousand tons) 21,203 18,822 12.7%
Hours charged for tow trucks (thousand hours) 1,169 1,165 0.4%
Hours charged for tugboats (hour) 38,392 32,530 18.0%
During the reporting period, the Company carried out the tasks it had set out for the year, with its
focus on lean management for the purposes of better quality and efficiency of internal management.
It improved the structure of its Headquarters for a more professional division of functions, as well
as for a more solid organizational and human resources structure; further strengthened budgetary
and performance management for more effective internal control; made better use of its existing
facilities and equipment through technical modification and procedure reform, and enhanced
resource allocation assessment and asset control, which have resulted in a significantly higher ratio
of resource utilization; and promoted integrated financial management to management the liquidity
of each entity within the Company in a more effective way, improve the debt structure and look for
the best financial outcome.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
II. Main business analysis
1. Overview
Changes in main financial indicators in the reporting period are as follows:
Unit: RMB
Item 2017 2016 Change Reason for change
Operating revenues 2,456,218,834.63 2,381,483,399.94 3.14% -
Operating costs 1,445,228,046.76 1,342,778,196.75 7.63% -
Administrative
expenses
177,345,622.79 188,446,906.70 -5.89% -
Decrease in interest
Finance costs 27,224,172.17 32,613,939.18 -16.53% expense as a result of less
interest-bearing liabilities
Net cash flows from
operating activities
1,162,281,754.31 1,121,032,625.07 3.68% -
2. Revenues and costs
(1) Breakdown of operating revenues
Unit: RMB
2017
Item In operating In operating Change
Amount Amount
revenues revenues
Operating
2,456,218,834.63 100% 2,381,483,399.94 100% 3.14%
revenues
By business segment
Cargo handling 2,342,308,735.18 95.36% 2,271,823,689.25 95.40% 3.10%
Support services 176,554,448.36 7.19% 158,782,168.60 6.67% 11.19%
Agency and other
28,604,158.08 1.16% 29,384,718.03 1.23% -2.66%
services
Inter-segment
-91,248,506.99 -3.71% -78,507,175.94 -3.30% 16.23%
deduction
By geographic segment
Mainland China 2,431,453,323.81 98.99% 2,363,101,851.78 99.23% 2.89%
Hong Kong,
24,765,510.82 1.01% 18,381,548.16 0.77% 34.73%
China
(2) Business segments, products or geographic segments contributing over 10% of operating
revenues or profit
Unit: RMB
Operating Operating cost: Gross profit
Operating Gross profit
Operating cost revenue: +/-% +/-% from last margin: +/-%
revenue margin (%)
from last year year from last year
By business segment
Cargo handling 2,342,308,735.18 1,387,285,171.07 40.77% 3.10% 8.19% -2.79%
By geographic segment
Mainland China 2,431,453,323.81 1,424,915,739.55 41.40% 2.89% 7.29% -2.40%
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(3) Product sales higher than service income
□ Yes √ No
(4) Execution progress of major signed sales contracts in reporting period
□ Applicable √ Not applicable
(5) Breakdown of operating costs
By business segment and product
Unit: RMB
2017
Business segment Item In operating In operating Change
Amount Amount
costs costs
Loading and
Cargo handling 1,387,285,171.07 95.99% 1,282,246,816.07 95.49% 8.19%
unloading services
Tow truck, tugboat
Support services 128,545,300.96 8.89% 119,894,587.11 8.93% 7.22%
and barge services
Agency and other
Agency services 20,614,081.68 1.43% 19,108,936.15 1.42% 7.88%
services
Inter-segment
-91,216,506.95 -6.31% -78,472,142.58 -5.84% 16.24%
deduction
Total 1,445,228,046.76 100.00% 1,342,778,196.75 100.00% 7.63%
(6) Changes in consolidation scope for reporting period
√ Yes □ No
Five entities (Shenzhen Mawan Wharf Co., Ltd., Shenzhen Mawan Port Services Co., Ltd.,
Shenzhen Mawan Warehouse & Terminals Co., Ltd., Media Port Investments Limited and Fatten
Investments Limited) have been newly included in the scope of the Company’s consolidated
financial statements due to the under-the-same-control mergers that took place in September 2017.
(7) Major changes in business, products or services in reporting period
□ Applicable √ Not applicable
(8) Main clients and suppliers
Main clients
Sales income from top 5 clients (RMB) 1,014,074,195.31
In total sales income of the year (%) 41.29%
Total sales income from related parties among top 5 clients as a
0.00%
percentage of the total sales income of the year (%)
Information about top 5 clients
Serial Sales income generated
Client In total sales income of the year (%)
No. (RMB)
1 Client A 372,603,266.53 15.17%
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2 Client B 259,839,352.74 10.58%
3 Client C 175,090,369.61 7.13%
4 Client D 103,956,938.54 4.23%
5 Client E 102,584,267.89 4.18%
Total -- 1,014,074,195.31 41.29%
Other information about the main clients
□ Applicable √ Not applicable
Main suppliers
Procurement from top 5 suppliers (RMB) 286,473,815.77
In total procurement of the year (%) 40.21%
Total procurement from related parties among top 5 suppliers as a percentage of
0.00%
the total procurement of the year (%)
Information about top 5 suppliers
Serial No. Supplier Procurement (RMB) In total procurement of the year (%)
1 Supplier A 70,696,215.78 9.92%
2 Supplier B 69,387,647.42 9.74%
3 Supplier C 69,124,353.78 9.70%
4 Supplier D 43,606,945.06 6.12%
5 Supplier E 33,658,653.73 4.72%
Total -- 286,473,815.77 40.21%
Other information about the main suppliers
□ Applicable √ Not applicable
3. Expense
Unit: RMB
Item 2017 2016 Change Reason for any significant change
Administrative expenses 177,345,622.79 188,446,906.70 -5.89%
Decrease in interest expense as a result
Finance costs 27,224,172.17 32,613,939.18 -16.53%
of less interest-bearing liabilities
4. R&D investments
In light of the development trends in the modern logistics industry, the Company has formulated an
R&D policy of developing “automatic hardware” and “intelligent software”. The Company is
committed to building smart, green wharfs. R&D teams have been set up to work on improvements
in port operation procedure and service quality. As a result, the Company has accumulated key
technologies regarding a one-stop customer service platform, smart management of containers of
hazardous materials, a smart, visible container handling system, a port-related supply chain
information inquiry system, an automatic storage yard system, a warning system for berthing
vessels, smart tallying, a smart weighbridge system, warehousing techniques, etc. These R&D
results will help transform the Company with a more automatic, smart, energy-saving and
environment-friendly procedure.
As of the end of the reporting period, the Company has independently designed 22 high-tech
systems, which have been all commercialized to help the Company provide better wharf services. A
specialized function has been set up by the Company to be responsible for management of the
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Company’s intellectual property rights. The Company has filed its R&D achievements to authorities
for intellectual property rights recognition and protection. As of the end of the reporting period, the
Company (inclusive of subordinates) has had 1 patent for invention, 10 utility models and 19
software copyrights.
Particulars about R&D investments:
Item 2017 2016 Change
Number of R&D personnel 78 76 2.63%
R&D personnel in total employees 4.54% 5.37% -0.83%
R&D investment (RMB) 30,523,311.93 28,215,328.71 8.18%
R&D investment in operating revenues 1.24% 1.18% 0.06%
Capitalized R&D investment (RMB) 0.00 0.00
Capitalized R&D investment in total R&D investment 0.00% 0.00%
Reasons for any significant YoY change in the percentage of the R&D investment in the operating
revenues
□ Applicable √ Not applicable
Reason for any sharp variation in the percentage of the capitalized R&D investment and rationale
□ Applicable √ Not applicable
5. Cash flows
Unit: RMB
Item 2017 2016 Change Reason for significant change
Subtotal of cash inflows
2,559,512,439.23 2,493,690,238.82 2.64% -
from operating activities
Subtotal of cash outflows
1,397,230,684.92 1,372,657,613.75 1.79% -
from operating activities
Net cash flows from
1,162,281,754.31 1,121,032,625.07 3.68% -
operating activities
Subtotal of cash inflows Better returns on investments and
343,617,622.29 247,387,640.33 38.90%
from investing activities increase in withdrawn investments
Subtotal of cash outflows
440,427,177.26 398,447,492.64 10.54% -
from investing activities
Net cash flows from Increase in cash inflows from investing
-96,809,554.97 -151,059,852.31 35.91%
investing activities activities
Subtotal of cash inflows
229,850,000.00 1,228,117,634.71 -81.28% Lower borrowings
from financing activities
Decrease in borrowing repayment and
Subtotal of cash outflows interest payment, as well as in dividend
1,001,183,883.86 2,455,617,374.53 -59.23%
from financing activities payment by subsidiaries to their
minority shareholders
Net cash flows from Decrease in cash outflows from
-771,333,883.86 -1,227,499,739.82 37.16%
financing activities financing activities
Net increase in cash and
276,113,879.93 -244,432,396.34 212.96% -
cash equivalents
Reason for any big difference between the net operating cash flow and the net profit for this
reporting period
□ Applicable √ Not applicable
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
III. Non-core business analysis
Unit: RMB
Item Amount In total profit (%) Source/reason Recurring or not
Investment Share of profits of joint ventures and
64,321,791.76 7.40% Yes
income associates
Asset Reversal of allowances for doubtful
-5,474,833.11 -0.63% No
impairment accounts
Non-
Client default income and tax
operating 2,533,092.56 0.29% No
withholding fee
income
Non-
Loss incurred by disposal of property,
operating 960,389.08 0.11% No
plant or equipment
expenses
IV. Assets and liabilities
1. Major changes in asset composition
Unit: RMB
As of 31 Dec. 2017 As of 31 Dec. 2016 Proportion Reason for
Item In total assets In total assets change significant
Amount Amount
(%) (%) （%） change
Increased
retained earnings
and a
government
Monetary
818,193,679.32 10.26% 542,079,799.39 6.96% 3.30% subsidy of
assets
RMB100 million
resulted in a 51%
increase in
monetary assets
Accounts
257,081,961.83 3.22% 214,806,648.35 2.76% 0.46% -
receivable
Inventories 21,862,480.10 0.27% 22,011,047.53 0.28% -0.01% -
Investment
22,821,081.69 0.29% 23,646,913.77 0.30% -0.01% -
property
Long-term
equity 1,152,620,039.97 14.45% 1,151,874,922.62 14.78% -0.33% -
investments
Property, plant
3,929,355,718.60 49.27% 3,871,338,923.59 49.68% -0.41% -
and equipment
Construction in
progress
decreased 48%
because the
Machong Wharf
Construction in bulk grain
86,317,666.70 1.08% 167,093,107.33 2.14% -1.06%
progress warehouse
expansion
program and the
Chiwan Wharf
Berth 7#
alteration
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
program were
completed and
therefore
reclassified to
property, plant
and equipment
Short-term
241,270,000.00 3.10% -3.10% Repayment
borrowings
2. Assets and liabilities measured at fair value
Unit: RMB
Gain/loss on Impairment
Cumulative fair Purchased Sold amount
fair value provisions
Opening value change amount in the in the Closing
Item change in the in the
amount recorded into reporting reporting amount
reporting reporting
equity period period
period period
Financial assets
Available-for-
sale financial 8,550,000 975,000 9,850,000
assets
Subtotal of
8,550,000 975,000 9,850,000
financial assets
Total of the
8,550,000 975,000 9,850,000
above
Financial
0 0
liabilities
Major changes in measurement attributes of main assets in reporting period
□ Yes √ No
3. Restricted asset rights as of the end of this reporting period
Not applicable
V. Investments
1. General situation
□ Applicable √ Not applicable
2. Major equity investments made in reporting period
□ Applicable √ Not applicable
3. Major non-equity investments ongoing in reporting period
□ Applicable √Not applicable
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
4. Investments in financial assets
(1) Securities investment
Unit: RMB
Gain/loss
Accoun Cumulative
Variety Name Initial on fair Purchas Gain/lo
Code of ting Opening fair value Sold in Accoun Sourc
of of value ed in ss in Closing
securiti measur book changes current ting e of
securiti securi investment changes in current current book value
es ement value recorded into period title funds
es ties cost current period period
model equity
period
Jiangs Availabl Self-
Fair e-for-
u owne
Stock 600377 1,120,000 value 8,550,000 0 975,000 0 0 420,000 9,850,000 sale
Expres financial d
method
sway assets funds
Availabl Self-
Petroc e-for-
Cost owne
Stock 400032 hemic 3,500,000 382,200 0 0 0 0 0 382,200 sale
method financial d
al A1
assets funds
Availabl Self-
e-for-
Guang Cost owne
Stock 400009 27,500 17,000 0 0 0 0 0 17,000 sale
Jian 1 method financial d
assets funds
Total 4,647,500 -- 8,949,200 0 975,000 0 0 420,000 10,249,200 -- --
(2) Investments in financial derivatives
No such cases in reporting period
5. Use of raised funds
No such cases in reporting period
VI. Sale of major assets and equity interests
1. Sale of major assets
No such cases in reporting period
2. Sale of major equity interests
No such cases in reporting period
VII. Main controlled and joint stock companies
Main subsidiaries and joint stock companies with over 10% effect on the Company’s net profit
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Unit: RMB
Compa
Company Main Registered Operating Operating
ny Total assets Net assets Net profit
name business capital revenues profit
variety
Chiwan
Container Subsidi Container USD95.3
2,200,821,901.66 1,469,702,023.87 705,811,823.85 239,963,641.03 206,149,099.70
Terminal Co., ary handling million
Ltd.
Shenzhen
Chiwan Harbor Subsidi Container RMB288.2
845,503,146.31 493,529,710.43 334,178,721.89 133,993,560.50 114,680,600.61
Container Co. ary handling million
Ltd.
Dongguan Handling
Chiwan Subsidi and storage RMB400
910,385,228.27 424,056,471.09 248,373,550.54 77,955,794.33 68,084,620.21
Terminal Co., ary of bulk million
Ltd. cargos
Dongguan Handling
Chiwan Wharf Subsidi and storage RMB450
1,250,343,171.69 566,864,884.54 288,983,282.12 85,012,102.32 63,799,222.57
Company ary of bulk million
Limited cargos
Shenzhen
Mawan
Subsidi Container RMB335
Warehouse & 935,164,042.94 768,750,207.27 376,357,577.41 141,865,877.71 120,868,848.99
ary handling million
Terminals Co.,
Ltd.
Chiwan Wharf
Subsidi Investment HKD1
Holdings (HK) 1,700,062,836.50 1,682,262,276.42 0.00 265,941,469.66 237,733,028.12
ary holding million
Limited
Other main subsidiaries and joint stock companies
Unit: RMB
Main
Company Registered
Company name Industry products Total assets Net assets Net profit
variety capital
/services
Shenzhen
Mawan Port Container
Subsidiary Transportation RMB200million 401,082,033.52 279,228,424.38 19,470,338.08
Services Co., handling
Ltd.
Shenzhen
Container
Mawan Wharf Subsidiary Transportation RMB200million 245,528,319.87 229,587,088.34 16,215,768.05
handling
Co., Ltd.
Shenzhen Tow truck
Chiwan service for
Subsidiary Transportation RMB15million 76,711,665.74 33,654,003.93 3,493,179.75
Transportation containers
Co., Ltd. in the port
Shenzhen
Chiwan Tugboat
Subsidiary Transportation RMB24million 152,998,569.09 51,002,798.08 24,007,581.80
Tugboats Co., service
Ltd.
Handling and
China Overseas
warehousing
Harbour Stock-
of petroleum, USD
Affairs participatin Transportation 176,407,700
1,986,204,661.51 1,763,630,820.84 107,015,673.01
liquefied
(Laizhou) Co., g subsidiary
products and
Ltd.
bulk cargos
Chiwan
Shipping (HK) Forwardin
Subsidiary Transportation HKD0.8million 12,204,111.78 2,395,537.88 1,873,655.10
Company g agent
Limited
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
VIII. Structured bodies controlled by the Company
□ Applicable √ Not applicable
IX. Outlook of the Company’s future development
1. Outlook and trends of the industry
In 2018, with the continuing steady recovery of the world economy, the economic operation in
China is predicted to remain stable. In the future, while the inclination of the national policy
towards the real economy is expected to shore up the needs for goods trade, there are some
unfavorable external conditions, such as the evolution of the global trade and investment outlook
and the trade protectionism raising its head. The positive trend of the shipping industry is expected
to be sustained, but we need to be cautiously optimistic since the imbalance between supply and
demand has not been solved from the root after going through the phased repair. The port industry
has generally maintained the development tendency of advancement in steady growth, and will
enter the key transformation phase from high-speed growth to high-quality development. However,
the structural excess of the industrial capacity and the slowed increase of demands are becoming
normal and with the market-oriented reform of the port charges, the port companies are faced with
challenges in their profitability. It has become an inexorable trend for the port companies to actively
seek to transform from port operators to port comprehensive service providers by making use of the
Internet technology and the industrial integration opportunity.
In terms of container handling, the regional container transportation demands are expected to grow
moderately. Affected by factors such as the regional competition, the allied operation of shipping
companies and the adjustment of the regional urban planning, the Company faces great pressure in
the growth of its container business. The Company will closely follow up with the latest mergers
and acquisitions of its customers, reinforce the flexibility of the business negotiations and actively
secure new routes, while initiating the berth upgrading project and helping to push the expansion
and dredging works of Tonggu Fairway and the construction of the public fairway in the western
port area so as to improve the hardware resource conditions at the port for sustained stability of the
container business.
As for bulk cargo handling, regional demand for grain, feedstuff and fertilizer is expected to keep
growing. The new bulk grain warehouse resource input, the bonded and transit businesses and the
cultivation of new supply of goods and new business forms will bring business growth
opportunities to the Company. The Company will follow closely the market and industrial policy
changes and take positive business tactics. Meanwhile, it will accelerate the upgrading of the berth
and warehousing resources in Chiwan Port and the construction of the warehousing facilities in
Machong Port so as to enhance the overall resource capacity and ensure the steady advancement of
the business scale and the industrial position of bulk cargo handling.
2. Development strategy
During the 13th Five-Year Plan period, focusing on the strategy vision of “Building the Regional
1st Level’s Port Integrated Service Provider”, the Company sticks to the principle of “Based on
Main Business of Port Service, Be a Local Standard; Expand Comprehensive Service for Business
Upgrade”. We strive to build a company featuring excellent management, great efficiency, potential
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
for sustained development and the ability to create constant value for its shareholders, employees,
customers and the society.
In the reporting period, we researched and formulated the implementation schemes for our strategic
planning, proposing the “123 Development Strategy”: sticking to one center - centered around
innovation-driven, playing the role of two platforms - the financing platform and the investment
subject platform, and well establishing three bases - the business development and innovation base,
the technological support and incubation base and the talent cultivation and reservation base.
The Company considers entering the ro-ro port warehousing market in the future and starting from
the ro-rologistics, gradually expand the domestic and even the overseas commercial vehicle ro-ro
port businesses, developing new business growth points other than container and bulk cargo
handling businesses.
3. Business plans for 2018
2018 is the first year of implementing the spirit of the 19th National Congress of the CPC. Faced
with the complicated market situation in the new age, the Company will vigorously respond to the
challenges and seek to achieve sound growth of its business results and profits. Our main business
plans are as follows:
(1) To focus on the operation of the port main business and expand the business scale advantage
We will closely follow the shipping market and industrial trend changes, take positive business
tactics, develop new supply of goods and new customers while maintaining the existing customers,
and consolidate and further enhance our market position in the regional port. Meanwhile, we will
cultivate new business forms by combining with the port main business, develop logistics value
chain services and provide more breakthrough value-added supporting businesses to achieve the
stable growth of our business scale and profits.
(2) To optimize resource allocation and improve resource guarantee capability
We will actively carry forward the construction of the Tonggu Fairway and the public fairway in the
western port area, speed up the upgrading of Berth 10# and 11# in Chiwan Port and Berth 5# in
Mawan Port, and improve the container navigating and berthing capabilities in the port. We will
accelerate the construction of Berth 5# and 6# in Chiwan Port and the warehousing upgrading in the
port, the construction of the bulk grain warehouses in Machong Port and the compound fertilizer
surge bins, and improve the bulk cargo berthing and warehousing capabilities in the port. We will
intensify the optimized use of stock resources and establish the collaborative sharing mechanism for
the bulk cargo business resources in the two ports to fully enhance the resource guarantee capability.
(3) To base on lean management and innovation to promote quality and efficiency for internal
management
Lean management and innovation will be pushed forward oriented by problems in the actual
production and operation. We will reinforce the system construction and the talent team building to
strengthen the internal management foundation; deepen the corporate culture and brand
construction to enhance the Company’s soft power for competition; specifically propel the major
cost control, track and increase profit margins with long-term effects; expedite the application of the
Internet technology in ports to improve the management quality and efficiency; focus on boosting
the factorization of bulk cargo bagging, the optimization and promotion of the intelligent tally
system and the establishment of the staff incentive mechanism closely related to performance.
(4) To intensify the investment expansion and drive our leaping management
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
We will keep looking for regional opportunities for resource integration and business expansion,
and make use of our financing platform and brand advantage, so as to further perfect and enlarge
our business layout. Meanwhile, we will adjust to the progress of the shareholders’ committed
implementation of the horizontal competition and vigorously seek opportunities to achieve the
synergistic effect of capital and business, so as to improve our integrated competitiveness and drive
our leaping development.
(5) Capital needs and use plan
The total investment on fixed assets of the Company in 2018 is planned to reach RMB 675,460,000,
of which: RMB 490,730,000 is for the investment on port warehousing projects; RMB 139,040,000
is for that on mechanical equipment and technological upgrading projects; RMB 31,420,000 is for
that on information projects; and RMB 14,270,000 is for that on administrative, office and
miscellaneous projects. The required funds of the above capital expenditure are mainly from the
cash inflow obtained from Company’s operation and third-party financings.
4. Possible risks and countermeasures
(1) External risks
The external risks mainly come from the uncertainty of the macroeconomic recovery and the
increasingly fierce competition among regional ports. As our main business is strongly external and
the potential risk factors in the macroeconomic recovery will bring negative effects to the container
shipping market and the large bulk cargo demands, we face major challenges in maintaining the
stability of the port business; the port capacity supply is excessive in the Pearl River Delta, leading
to worsened homogeneous competition among ports, potential risks of business segregation and
increased pressure of decreasing port charge rates. Our investing companies are all in the port,
logistics or the related industries and face the same business fluctuation risks, thus resulting in the
fluctuation of our investment returns.
We attach importance to the research and estimation of the external operating environment,
intensify the business operation risk warning ability, plan in advance effective measures to actively
respond to market changes and seek opportunities among challenges to strive for the stability of the
core business. We will further optimize the port resource allocation, enhance our comprehensive
competitiveness, reinforce our advantageous position within the region and build an industrial
benchmark enterprise. Meanwhile, we will strengthen our control on investments and external
expansion and balance the return risk fluctuation by expanding the business layout, innovating
business models and optimizing the profiting structure.
(2) Internal risks
The internal risks mainly come from the increased operation costs and relatively onefold business
structure. The price of such production factors as land and labor continues to rise and the port
operation costs go up rigidly, causing narrowed corporate profit margins; our port loading and
unloading businesses occupy a big proportion with relatively single profiting source and thus, our
business extension and expansion abilities are yet to be improved.
We further develop and enhance the profits of using stock resources by continuing to advance the
lean management, increase our investment on scientific researches, focus on the technological
innovation of techniques and reduce the labor scale to achieve improved quality, efficiency and
abilities. With our existing advantages, we will base on our port main business, develop
comprehensive port services and cultivate new profit growth points to gradually transform from a
conventional port operator to a comprehensive port service provider.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
X. Visits paid to the Company for purposes of research, communication, interview, etc.
1. In the reporting period
Type of
Date Way of visit Main discussion, materials provided & index
visitor
2017.2.15 One-on-one meeting Institution
2017.5.10 One-on-one meeting Institution
2017.5.11 One-on-one meeting Institution
2017.6.7 One-on-one meeting Institution
2017.6.28 One-on-one meeting Institution Main discussion: basic business condition, investments
2017.9.29 One-on-one meeting Institution and financial condition of the Company; Materials
2017.11.3 One-on-one meeting Institution provided: brochure of the Company;
2017.11.6 One-on-one meeting Institution Index: SZSE EasyIR
2017.12.8 One-on-one meeting Institution （http://irm.cninfo.com.cn/ssessgs/S000022/index.html）
2017.12.14 One-on-one meeting Institution
By phone or written
January-
inquiry (EasyIR Individual
December 2017
platform of SZSE)
Times of visit
Number of visiting institutions
Number of visiting individuals
Number of other visiting entities
Significant undisclosed information disclosed, revealed
No
or leaked
2. From end of reporting period to disclosure date
Type of
Date Way of visit Main discussion, materials provided & index
visitor
2018.1.4 One-on-one meeting Institution
Main discussion: basic business condition, investments
2018.2.6 One-on-one meeting Institution
and financial condition of the Company; Materials
2018.2.6 One-on-one meeting Institution provided: brochure of the Company;
By phone or written Index: SZSE EasyIR
January-March
inquiry (EasyIR Individual
2018 （http://irm.cninfo.com.cn/ssessgs/S000022/index.html）
platform of SZSE)
Times of visit
Number of visiting institutions
Number of visiting individuals
Number of other visiting entities
Significant undisclosed information disclosed, revealed
No
or leaked
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section V. Significant Events
1. Profit distribution to common shareholders & increase of share capital from capital reserve
Formulation, execution or adjustments of profit distribution policy for common shareholders,
especially cash dividend policy, in reporting period
Pursuant to the guiding spirit of the Notice of CSRC on Further Implementing Matters Related to
Cash Dividends of Listed Companies, the Notice of CSRC Shenzhen Bureau on Fully
Implementing the Notice of CSRC on Further Implementing Matters Related to Cash Dividends of
Listed Companies (Shen-Zheng-Ju-Gong-Si-Zi (2012) No. 43), the Company has revised some
articles in its Articles of Association in relation to the profit distribution policy, which involves the
specific policy, the decision-making procedure and mechanism, the adjustment and implementation
of the profit distribution policy, profit distributed to foreign shareholders and other aspects (for the
revised Articles of Association of the Company, see www.cninfo.com.cn). The revised Articles of
Association of the Company was reviewed and approved on the 5th Special Session of the 7th Board
of Directors for 2012 on 3 August 2012, and later on the 1st Special Shareholders’ General Meeting
for 2012 on 21 August 2012. During the reporting period, the Company executed the profit
allocation policy in strict compliance with the revised Articles of Association, and it did not again
alter the profit allocation policy, especially the cash dividend policy.
Special statement about the cash dividend policy
In compliance with the Company’s Articles of Association and the resolution of the general
Yes
meeting
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
Independent directors fulfilled their responsibilities and played their due role. Yes
Minority shareholders have the chance to fully express their opinion and desire and their legal
Yes
rights and interests were fully protected.
In adjustment or alteration of the cash dividend policy, the conditions and procedure were in
Yes
compliance with regulations and transparent.
Profit distribution plans (preplans) for common shareholders and plans (preplans) for
turning capital reserve into share capital for recent three years (including reporting period)
(1) Profit distribution and dividend payout plan for 2015
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2015 stood at RMB264,241,215.72, and the cumulative
distributable profit at RMB703,644,298.05.
1) According to the Company Law and the Articles of Association of the Company, the Company
may stop making statutory surplus reserve when its accumulative amount reaches 50% of the
registered capital. The accumulative statutory surplus reserve of the Company (without subsidiaries)
stood at RMB520,074,434.56 for 2015, equal to 80.66% of the registered capital. Therefore, the
Company did not plan to draw surplus reserve from retained profit for 2015;
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2) Based on the total 644,763,730 shares as at the end of 2015, a cash dividend of RMB4.10 (tax
included) was to be distributed for every 10 shares, with a total of RMB264,353,129.30 being
distributed.
The Board of Directors of the Company published the implementation announcement on dividend
payout for 2015 on Securities Times and Ta Kung Pao (HK) dated 21 July 2016, and completed the
dividend payout for the A-share and B-share holders on 28 July 2016 and 1 August 2016
respectively.
(2) Profit distribution and dividend payout plan for 2016
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2016 stood at RMB195,474,231.11 and the cumulative
distributable profit at RMB634,765,399.86.
1) According to the Company Law and the Articles of Association of the Company, the Company
may stop making statutory surplus reserve when its accumulative amount reaches 50% of the
registered capital. The accumulative statutory surplus reserve of the Company (without subsidiaries)
stood at RMB520,074,434.56 for 2016, equal to 80.66% of the registered capital. Therefore, the
Company intends not to draw surplus reserve from retained profit for 2016.
2) Based on the total 644,763,730 shares as at the end of 2016, a cash dividend of RMB4.96 (tax
included) was to be distributed for every 10 shares, with a total of RMB319,802,810.08 being
distributed.
The Board of Directors of the Company published the implementation announcement on dividend
payout for 2016 on Securities Times and Ta Kung Pao (HK) dated 25 July 2017, and completed the
dividend payout for the A-share and B-share holders on 1 August 2017 and 3 August 2017
respectively.
(3) Profit distribution and dividend payout pre-plan for 2017
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the
Company (without subsidiaries) for 2017 stood at RMB731,510,588.25 and the cumulative
distributable profit at RMB1,046,473,178.03.
1) According to the Company Law and the Articles of Association of the Company, the Company
may stop making statutory surplus reserve when its accumulative amount reaches 50% of the
registered capital. The accumulative statutory surplus reserve of the Company (without subsidiaries)
stood at RMB 520,074,434.56 for 2017, equal to 80.66% of the registered capital. Therefore, the
Company intends not to draw surplus reserve from retained profit for 2017.
2) Based on the total 644,763,730 shares as at the end of 2017, a cash dividend of RMB 13.19 (tax
included) is to be distributed for every 10 shares, with a total of RMB 850,443,359.87to be
distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) would
stand at RMB 196,029,818.16.
The above-mentioned allocation pre-plan shall be submitted to the 2017 Annual Shareholders’
Meeting for review and approval.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Cash dividends distributed to common shareholders in recent three years (including reporting
period)
Unit: RMB
Net profit attributable to
Ratio of cash dividend to net Ratio of
common shareholders
Cash dividend profit attributable to common Cash dividend cash
Year of the Company in
(tax included) shareholders of the Company in other forms dividend in
consolidated statement
in consolidated statement (%) other forms
for the year
2017 850,443,359.87 504,495,064.39 168.57% 0 0%
2016 319,802,810.08 532,376,492.97 60.07% 0 0%
2015 264,353,129.30 521,390,931.84 50.70% 0 0%
II. Pre-plan for profit allocation and turning capital reserve into share capital for reporting
period
Dividend for every 10 shares (RMB) (tax included) 13.19
Increased shares for every 10 shares (share)
Total shares as the basis for the allocation preplan (share) 644,763,730
Total cash dividends (RMB) (tax included) 850,443,359.87
Distributable profit (RMB) 1,046,473,178.03
Percentage of the cash dividends in the total distributed profit (%) 100%
Details of profit distribution for the year
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the Company (without
subsidiaries) for 2017 stood at RMB 731,510,588.25 and the cumulative distributable profit at RMB
1,046,473,178.03.
1) According to the Company Law and the Articles of Association of the Company, the Company may stop making
statutory surplus reserve when its accumulative amount reaches 50% of the registered capital. The accumulative
statutory surplus reserve of the Company (without subsidiaries) stood at RMB 520,074,434.56 for 2017, equal to
80.66% of the registered capital. Therefore, the Company intends not to draw surplus reserve from retained profit
for 2017.
2) Based on the total 644,763,730 shares as at the end of 2017, a cash dividend of RMB 13.19 (tax included) is to be
distributed for every 10 shares, with a total of RMB 850,443,359.87 to be distributed.
After the aforesaid allocations, the retained profit of the Company (without subsidiaries) would stand at RMB
196,029,818.16.
The above-mentioned allocation pre-plan shall be submitted to the 2017 Annual Shareholders’ Meeting for review
and approval.
III. Fulfillment of commitments
1. Commitments of the Company’s actual controller, shareholders, related parties and
acquirer, as well as the Company and other commitment makers, fulfilled in reporting period
or ongoing at period-end
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Time of
Commitment Type of Period of
Commitment Contents making Fulfillment
maker commitment commitment
commitment
CND Group proposed
in Mar. 2009 to the
Company , 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
according to applicable
shareholding confidence of
laws and regulations. In
tradable share holders, and
Jun. 2014, according to
encourage the core
jointly
coincide, CND made a
promulgated by the
Share reform commitment to entrust,
CND Group Other 5 April 2006 Standing State-owned Assets
commitment through the general meeting
Supervision and
of the Company, the Board
Administration
of Directors of the Company
Commission of the
to formulate and carry out an
State Council and the
equity incentive plan at a
Ministry of Finance, as
proper timing after the
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
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
and carrying out a new
equity incentive plan
according to the actual
situation of the
Company and
executing the decision-
making procedure.
In the process of
execution.
CMPort has issued the
Document about
Continuing to Fulfill
the Commitment made
by China Merchants
Holdings International
Company Limited on
Concerning
horizontal competition
horizontal
on 10 August 2017.
competition,
The Company
it is
convened the Meeting
promised
of shareholders on 11
that the
September 2017,
horizontal
1. Commitments about share reviewing and
competition
custody; approving the
issue will be
Commitment 2. Commitment about Agreement about
solved
on horizontal guaranteeing the continuing to fulfill the
through
competition, independency of the 17 commitment on
ways such as
CMPort related-party Company; September horizontal competition
asset
transactions 3. Commitment about 2012 by controlling
reorganizatio
and capital horizontal competition; and shareholders. CMPort
Commitment in n in the
occupation 4. Commitment about would continue to
the acquisition coming 3-5
regulating related-party fulfill Commitment
report or the years. And
report on equity transactions made by China
the other
changes Merchants Holdings
three
International Company
commitment
Limited on horizontal
s are subject
competition, and
to the share
promised to solve the
custody
horizontal competition
period.
completely before 16
September 2020,
which had taken effect
since 17 September
2017, and it is
continuously valid
when CMPort is the
controlling shareholder
of the Company.
1. Commitment about
Commitment guaranteeing the
Whenever
on horizontal independency of the
Malai
competition, Company;
Malai 27 December Storage In the process of
related-party 2. Commitment about
Storage 2012 holds the execution
transactions horizontal competition; and
Company’s
and capital 3. Commitment about
shares
occupation regulating related-party
transactions
Other CND Group irrevocably and 20 March
In the process of
commitments CND Group Other unconditionally agrees that if 2011 Standing
execution
made to Chiwan Wharf suffers from
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
minority any loss, expense, liability,
shareholders demanded compensation or
law suit due to any actual or
potential illegality or
unenforceability in any land
use agreement or relevant
documents signed or to be
signed by CND Group or
other related problems, CND
Group promises to give full
immunity to the recipient
party of the land use right
and its inheritor and the
recipient person regarding
the aforesaid matters.
Executed on
Yes
time or not
Explain in
detail specific
reasons for
failing to
fulfill
commitment
N/A
and plan for
next step in
case of
commitment
unfulfilled on
time
2. Where there had been an earnings forecast for an asset or project and the reporting period
was still within the forecast period, explain why the forecast has been reached for the
reporting period
□ Applicable √ Not applicable
IV. Occupation of the Company’s capital by the controlling shareholder or its related parties
for non-operating purposes
During the reporting period, the controlling shareholder or its related parties did not occupy capital
for non-operating purposes or repay such capital. Deloitte Touche Tohmatsu Certified Public
Accountants LLP issued the “Special Report on Capital Occupation by the Controlling Shareholder
and Other Related Parties of Shenzhen Chiwan Wharf Holdings Limited. For the detailed report, see
the website designated by the Company for information disclosure.
V. Explanation given by the Board of Directors, Supervisory Board and Independent
Directors (if applicable) regarding the “non-standard auditor’s report” issued by the CPAs
firm for the reporting period
□ Applicable √ Not applicable
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
VI. Explain change of the accounting policy, accounting estimate and measurement methods
as compared with the financial reporting of last year
Compared with the financial statement of the previous year, the major changes in the Company’s
accounting policy are: On 28 April 2017, the Ministry of Finance published the Accounting
Standards for Business Enterprises No. 42 - Non-current Assets or Disposal Groups Held for Sale
and Discontinued Operations; on 10 May 2017, the Ministry of Finance revised and published the
Accounting Standards for Business Enterprises No. 16 - Government Subsidies; in accordance with
the issuance requirements of the Ministry of Finance, we have implemented the Standards No. 42
since 28 May 2017 and the Standards No. 16 since 12 June 2017. Implementing the Standards No.
42 does not produce effects on the Company’s net loss/profits, total assets and net assets of the
current and previous periods; implementing the Standards No. 16 does not product any effect on the
Company’s net loss/profits, total assets and net assets of the current and previous periods.
VII. Explain retrospective restatement due to correction of significant accounting errors in
the reporting period
There was no such situation of the Company during the reporting period.
VIII. Explain change of the consolidation scope as compared with the financial reporting of
last year
Our Company signed the Supplementary Agreement to the MEDIA PORT INVESTMENTS
LIMITED Shareholder Agreement with China Merchants Port Holdings Co., Ltd. (the “CMPH”),
FATTEN INVESTMENTS LIMITED and MEDIA PORT INVESTMENTS LIMITED on 23
August 2017 in Shenzhen. After the signing of the agreement, our Company will realize the control
and consolidation of Shenzhen Mawan Wharf Co., Ltd. (\"SMW\"), SMP and Shenzhen Mawan
Terminals Co., Ltd. (\"SMT\") (together referred to as \"Mawan Companies\"). For more details,
please see the Connected Transaction Announcement on the Signing of Supplementary Agreement
to the MEDIA PORT INVESTMENTS LIMITED Shareholder Agreement (Announcement No. 2017-
034) that we published on http://www.cninfo.com.cn on 25 August 2017.
As of the end of September 2017, we had completed the director appointment for MEDIA PORT
INVESTMENTS LIMITED and realized our control over Mawan Companies in form and nature.
Based on the related provisions of the Accounting Standards for Business Enterprises No. 33 -
Consolidated Financial Statements, our Company has consolidated Mawan Companies since
September 2017, and in accordance with the requirements on company consolidation under the
same control, has adjusted the opening balance of the comparative financial statement and the
amount of the same period for the previous year.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
IX. Particulars about engagement and disengagement of CPAs firm
Present CPAs firm:
Deloitte Touche Tohmatsu
Name of domestic CPAs firm
Certified Public Accountants LLP
Remuneration of domestic CPAs firm (RMB’0,000) 280.135
Consecutive years of the audit services provided by domestic CPAs
firm
Name of the certified public accountants from the domestic CPAs firm Huang Yue, Jiang Qishen
Name of overseas CPAs firm (if any) Naught
Remuneration of overseas CPAs firm (RMB’0,000) (if any)
Consecutive years of the audit services provided by overseas CPAs
firm (if any)
Naught
Name of the certified public accountants from the overseas CPAs firm
(if any)
Naught
CPAs firm changed in current period or not?
□ Yes √ No
CPAs firm, financial accountant or sponsor engaged for the audit of internal control:
As approved by the 1st Session of the Audit Committee under the 8th Board of Directors for 2017,
the 7th Session of the 8th Board of Directors and the Annual General Meeting for 2016, it was agreed
to renew the employment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the
Company’s accounting firm for 2017 to audit the annual financial report and internal control. The
fee for auditing the financial report for 2017 and internal control are RMB 1,930,000.00 and RMB
360,000.00 respectively, totaling RMB 2,290,000.00.
Due to the business combination under the same control of the Company in September, 2017, five
companies, Shenzhen Mawan Wharf Co., Ltd., Shenzhen Mawan Port Services Co., Ltd., Shenzhen
Mawan Warehouse & Terminals Co., Ltd., MEDIA PORT INVESTMENTS LIMITED, and
FATTEN INVESTMENTS LIMITED are merged into the Company. Audit fee increased by RMB
510,135.00 and the total audit fee was RMB 2,800,135.00.
X. Particulars about trading suspension and termination faced after the disclosure of annual
report
□ Applicable √ Not applicable
XI. Related events of the bankruptcy organization
□ Applicable √ Not applicable
XII. Significant lawsuits and arbitrations
□ Applicable √ Not applicable
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
XIII. Punishment and rectification
□ Applicable √ Not applicable
XIV. Credit conditions of the Company as well as its controlling shareholder and actual
controller
□ Applicable √ Not applicable
XV. Execution of the equity incentive plan, employee stock ownership plan or other incentive
measures for employees of the Company
□ Applicable √ Not applicable
XVI. Significant related-party transactions
1. Related-party transactions relevant to routine operation
Unit: RMB
Approve
Type of Content Pricing Proporti Whether Settlement
d
the of the principle Transactio on in exceede method of
Rela transacti Similar Disclo Disclos
Relate related- related- of the Transact n amount same d the the
tions on market sure ure
d party party party related- ion price (RMB10,0 kind of approve related-
hip amount price date index
transacti transacti party 00’) transacti d party
(RMB10
on on transaction ons amount transaction
,000’)
See
http://w
ww.cni
nfo.co
m.cn
Shar Mutual 28 for the
CND Land 68,793,8 Payment 68,793,8
ehol Lease negotiatio 6,879.39 80.48% 6,000 Yes March resoluti
Group use fee 67.81 by month 67.81
der n 2017 on
announ
cement
(No.
2017-
Total -- -- 6,879.39 -- 6,000 -- -- -- -- --
Details about return of large-
amount sales
N/A
Where the Company classifies
and estimates the total amount
of routine related-party
transactions for the reporting N/A
period, explain the actual
implementation during the
reporting period (if any)
Explain why the transaction
price is greatly different from N/A
the market price (if applicable)
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. Related-party transactions arising from assets or equities acquisition and sale of assets
□ Applicable √ Not applicable
3. Related-party transactions arising from joint investment in external parties
□ Applicable √Not applicable
4. Credits and liabilities with related parties
□ Applicable √Not applicable
5. Other significant related-party transactions
Unit: RMB’0,000
Whether there
Type of
Related Relati Reason for was non- Opening Closing
credit/li Increase Decrease
party on credit/liability operating capital balance balance
ability
occupation
Receiv
able
Related
CDF from Deposits No 121.19 34,162.25 34,164.17 119.27
party
related
party
Same Receiv
final able
CMF actual from Deposits No - 15,035.93 15,035.93
controlle related
r party
Deloitte Touche Tohmatsu Huayong CPAs Firm (LLP) issued the Special Notes of the Financial
Business Involved with the Loans and Deposits of the Related-party Transactions of the Financial
Companies according to the above financial business and for the specific content please refer to
www.cninfo.com.cn.
XVII. Particulars about significant contracts and their fulfillment
1. Trusteeship, contracting and leasing
(1) Trusteeship
□ Applicable √Not applicable
(2) Contracting
□ Applicable √Not applicable
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(3) Leasing
□ Applicable √Not applicable
2. Significant guarantee
□ Applicable √Not applicable
3. Entrusted cash management
(1) Entrusted asset management
□ Applicable √Not applicable
(2) Entrusted loans
□ Applicable √Not applicable
4. Other significant contracts
□ Applicable √Not applicable
XVIII. Social responsibilities
1. Fulfillment of social responsibilities
The Company has been paying high attention on fulfilling the social responsibility, and has
comprehensively integrated the requirements of fulfilling social responsibility into development
strategy and daily operation management. The Company made great efforts to build the green port
of “resources-saving” as well as “environmentally friendly” type, so as to realize the healthy and
harmonious development between the enterprise and the employees, enterprise and the society,
enterprise and the environment.
The Company maintained the legitimate rights and interests of the employees and exercised the
labor management according to laws. The Company signed standard labor contracts with the
employees and purchased the social insurance, housing funds and the enterprise annuity in line with
the regulations; based on the individual particulars of the employees, coupled with the actual needs
of the Company, conducted training on staff skills, management ability and cohesiveness in various
forms, and improved employees’ personal qualities and work enthusiasm; provided the employees
with more career development opportunities by establishing a fair and open performance appraisal
system and a scientific and reasonable promotion channel. The Company took positive measures to
care for its employees, applying for the talent housing and renting subsidies, which effectively
alleviated the employees’ living pressure.
The Company attached great importance to the production safety and the occupational health; duly
organized employees to undergo the annual check-up and occupational health check-up and
established the employee health records; conscientiously implemented the system of responsibility
in safe production with the character of “one position pairing dual responsibilities”, took advantage
of the advanced safety management system, strictly executed the safe inspection and hidden risks
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
governance in production places, held many times of emergency drills and specific rectification,
and spread knowledge on safety through multiple channels and in multiple ways so that the safety
awareness of the staff improved obviously with no significant safety production liability accident of
the Company during 2017.
The Company firmly protected the legitimate rights and interests of its customers and suppliers by
improving the service quality and standardizing the procurement process; improved the service
quality by launching the customer service platform, the smart production system and the smart tally
system; improved the bidding and procurement management system, fully enabling the bidding and
procurement platform, and implemented the system strictly in accordance with the national laws
and regulations and the Company’s system.
The Company placed importance on pushing forward the resource conservation and the
environmental protection through technological renovation, making due contributions to the
building of a livable urban environment. In 2017, the Company reduced the energy consumption
and pollutant emission through a series of effective measures, including actively promoting the
building of shore power for ships, proactively scraping its own yellow label vehicles, improving the
bulk cargo covering and transportation techniques and initiating the recycled use of pilot lubricant
oil. At the same time, we strictly carried out the requirements for environmental protection in the
design and construction of the projects in port areas. In August 2017, Chiwan Container Terminal
Co., Ltd., the Company’s subsidiary holding company, successfully passed the review of the
Ministry of Science and Technology and was identified as the “State-Level High-Tech Enterprise”;
in November, the Company was identified as the “Shenzhen Key Logistics Enterprise” by the
Transport Commission of Shenzhen Municipality.
2. Targeted measures taken to help people lift themselves out of poverty
The Company did not take such measures in the reporting year and has no such plans for now.
3. Environmental protection
Does the listed company or its subsidiaries belong to the heavily polluting industries stipulated by
the environmental protection authorities of the country?
□ Yes √ No □ Not applicable
Whether a social responsibility report is released
□ Yes √ No
XIX. Other significant events
1. Particulars about suspension and resumption of the stock trading
The stock of the Company had been suspended since the market opened on 20 November 2017
because the actual controller, China Merchants Port Holdings Company Limited, planned and
demonstrated some significant events related to the Company. After the negotiation and
demonstration by related parties, the Company confirmed that the above significant events were
significant assets restructuring, so the stock of the Company continued to be suspended as
significant assets restructuring events since the market opened on 4 December 2017. The Company
convened the First Special General Meeting in 2018 on 13 February 2018, reviewing and approving
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
the Agreement about Planning to Continue the Suspension of Significant Assets Restructuring. The
Company applied to Shenzhen Stock Exchange for continuing to suspend the stock of the Company
since the market opened on 22 February 2018. The accumulative suspension time of the significant
assets restructuring, in principle, would be less than 6 months. The Company expects to disclose
pre-plan of the significant assets restructuring or the restructuring report and apply for resumption
of the stock trading in accordance with the requirements of Information Disclosure Content and
Format Guidelines of Companies Issuing Securities in Public No. 26--Significant Assets
Restructuring of Listing Companies no later than 21 May 2018. During the period of suspension,
the Company should announce the progress of it at least every five week days.
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:
Date Content
Announcement on Voluntary Information Disclosure of Business Volume Data of December
01/12/2017
Announcement on Voluntary Information Disclosure of Business Volume Data of January
02/09/2017
Announcement on Voluntary Information Disclosure of Business Volume Data of February
03/10/2017
03/28/2017 Announcement on Resolutions of the Seventh Meeting of the Eighth Board of Directors
03/28/2017 Announcement on Resolutions of the Seventh Meeting of the Eighth Supervisory Board
03/28/2017 Abstract of Annual Report 2016
03/28/2017 Announcement on Expected Routine Related-Party Transactions for 2017
03/28/2017 Statement of Independent Director Nominees of the Ninth Board of Directors
03/28/2017 Statement of Independent Director Candidates of the Ninth Board of Directors
Announcement on Voluntary Information Disclosure of Business Volume Data of March
04/11/2017
04/13/2017 Announcement on Abnormality of Stock Price
Announcement on Resolutions of the First Special Meeting of the Eighth Board of Directors
04/28/2017
in 2017
04/28/2017 The Text of Quarter One Report 2017
Announcement on Related-Party Transactions about Signing Financial Service Agreement
04/28/2017
with Sinotrans & CSC Finance Co., Ltd.
Announcement on Related-Party Transactions about renewing the Financial Service
04/28/2017
Agreement with Zhongkai Finance Co., Ltd.
04/28/2017 Notice of Annual General Meeting 2016
05/10/2017 Announcement on Voluntary Information Disclosure of Business Volume Data of April 2017
05/27/2017 Indicative Announcement on Convening Annual General Meeting 2016
06/06/2017 Announcement on Resolutions of Annual General Meeting 2016
06/06/2017 Announcement on Resolutions of the First Meeting of the Ninth Board of Directors
06/06/2017 Announcement on Resolutions of the First Meeting of the Ninth Supervisory Committee
06/07/2017 Announcement on Voluntary Information Disclosure of Business Volume Data of May 2017
06/09/2017 Announcement on the Due Payment of 2016 Phase III Short-term Financing Bonds
07/08/2017 Announcement on Voluntary Information Disclosure of Business Volume Data of June 2017
07/25/2017 Announcement on the Execution of the 2016 Dividend Payout
08/03/2017 Announcement on Obtaining Registration Permit for Issuing Super-short-term Financing
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Bonds
08/03/2017 Announcement on Resignation of the Chairman
08/05/2017 Announcement on Voluntary Information Disclosure of Business Volume Data of July 2017
08/09/2017 Announcement on Resignation of the Directors
08/19/2017 Indicative Announcement on Issuance of 2017 Phase I Super-short-term Financing Bonds
08/25/2017 Announcement on Resolutions of the Second Meeting of the Ninth Board of Directors
08/25/2017 Announcement on Resolutions of the Second Meeting of the Ninth Supervisory Committee
08/25/2017 Abstract of Semi-annual Report 2017
Announcement on Related-Party Transactions about Signing Supplemental Agreement of
08/25/2017
Shareholders Agreement of MEDIA PORT INVESTMENTS LIMITED
Announcement on Related-Party Transactions about Signing Equity Entrustment
08/25/2017
Management Agreement with China Merchants Port Holdings Company Limited
Announcement on Continuing to Fulfill the Commitment on Horizontal Competition by
08/25/2017
Controlling Shareholders
Announcement on Related-Party Transactions about Signing Financial Service Agreement
08/25/2017
with Sinotrans & CSC Finance Co., Ltd.
08/25/2017 Notice of the First Special General Meeting in 2017
08/25/2017 Announcement on Issue Results of 2017 Phase I Super-short-term Financing Bonds
09/01/2017 Announcement on Obtaining Governmental Subsidy by Controlling Subsidiaries
09/02/2017 Indicative Announcement on Convening the First Special General Meeting in 2017
09/07/2017 Announcement on Resignation of CFO of the Company
Announcement on Voluntary Information Disclosure of Business Volume Data of August
09/09/2017
09/12/2017 Announcement on Resolutions of the First Special General Meeting in 2017
Announcement on Resolutions of the First Special Meeting of the Ninth Board of Directors in
09/12/2017
09/12/2017 Announcement on Acquisition of 51% equity of Zhongshan Port&Shipping Enterprise Group
Announcement on Voluntary Information Disclosure of Business Volume Data of September
10/13/2017
Announcement on Resolutions of the Second Special Meeting of the Ninth Board of Directors
10/30/2017
in 2017
10/30/2017 The Text of Quarter Three Report 2017
Announcement on Voluntary Information Disclosure of Business Volume Data of October
11/10/2017
11/21/2017 Announcement on Delisting of Significant Events
11/27/2017 Announcement on the Progress of Delisting of Significant Events
12/04/2017 Announcement on Delisting of Significant Assets Restructuring
Announcement on Voluntary Information Disclosure of Business Volume Data of November
12/08/2017
12/11/2017 Announcement on the Progress of Delisting of Significant Assets Restructuring
12/18/2017 Announcement on the Progress of Delisting of Significant Assets Restructuring
Announcement on Application for Continuing the Suspension due to the Expiration of
12/20/2017
Significant Assets Restructuring Delisting
12/27/2017 Announcement on the Progress of Delisting of Significant Assets Restructuring
XX. Significant events of the subsidiaries of the Company
Dongguan Chiwan Wharf Harbour Affairs Co., Ltd., a controlled subsidiary of the Company,
received in August 2017 a government subsidy of RMB100 million from the National Treasury
Payment Center of the Dongguan city for the Phase III of the Dongguan Humen Port Machong
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Wharf Xinshanan operation field Berths 2# and 3# bulk grain warehouses program, which had been
included in the central government’s budget. Relevant announcement (No: 2017-040) was
published on Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn on 1 September 2017.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section VI. Share Changes & Particulars about Shareholders
I. Changes in shares
1. Changes in shares
Unit: share
Before Increase (+)/ decrease (-) After
Issue
of Bon
Reserv
Percent addit us Percent
Number es to Other Sub-total Number
age (%) ional issu age (%)
stocks
share e
s
I. Restricted shares 304,538 0.05% 0 0 0 -144,432 -144,432 160,106 0.03%
1. Shares held by state 0 0% 0 0 0 0 0 0 0%
2. Shares held by state-
0 0% 0 0 0 0 0 0 0%
owned corporations
3. Shares held by other
304,538 0.05% 0 0 0 -144,432 -144,432 160,106 0.03%
domestic investors
Including: Shares held by
0 0% 0 0 0 0 0 0 0%
domestic corporations
Shares held by
304,538 0.05% 0 0 0 -144,432 -144,432 160,106 0.03%
domestic individuals
4. Shares held by foreign
0 0% 0 0 0 0 0 0 0%
investors
Including: Shares held by
0 0% 0 0 0 0 0 0 0%
foreign corporations
Shares held by
0 0% 0 0 0 0 0 0 0%
foreign individuals
II. Non-restricted shares 644,459,192 99.95% 0 0 0 144,432 144,432 644,603,624 99.97%
1. Renminbi common
464,585,671 72.05% 0 0 0 -7,312 -7,312 464,578,359 72.05%
shares
2. Domestically listed
179,873,521 27.90% 0 0 0 151,744 151,744 180,025,265 27.92%
foreign shares
3. Overseas listed foreign
0 0% 0 0 0 0 0 0 0%
shares
4. Other 0 0% 0 0 0 0 0 0 0%
III. Total shares 644,763,730 100% 644,763,730 100%
Reasons for share changes
A. Director changes; and B. Increases and decreases in tradable shareholdings by senior
management.
Particulars about the approval of the change in share capital
□ Applicable √ Not applicable
The transfer of change in share capital
□ Applicable √ Not applicable
Change in share capital’s impacts on basic EPS and diluted EPS in recent year and recent issue, and
net assets per share attributed to equity shareholder and financial index etc.
□ Applicable √ Not applicable
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Other contents was necessary to the company or the securities regulators required to be disclosed
□ Applicable √ Not applicable
2. Changes in restricted shares
Unit: share
Number of Number of Number of Number of
Name of restricted relieved increased restricted Reason of Date of restriction
shareholders shares at the restricted restricted shares at the restriction relief
period-begin shares shares period-end
Zhang Jianguo 55,712 0 0 55,712 -
Yuan Yuhui 10,530 0 0 10,530 -
Ni Keqin 21,909 0 0 21,909 -
Zhao
48,716 0 0 48,716 According to the -
Chaoxiong Articles of
Wang Yongli 3,739 0 0 3,739 Association and -
Yao Shenglan 0 0 19,500 19,500 the relevant laws -
Qu Jiandong 84,408 84,408 0 0 and regulations -
Zhao Qiang 11,328 11,328 0 0 -
Nie Qi 65,745 65,745 0 0 -
Zhang Fang 2,451 2,451 0 0 -
Total 304,538 163,932 19,500 160,106 --
II. Issuance and listing of securities
1. List of the issue of the securities (excluding the preferred shares) during the reporting
period
□ Applicable √ Not applicable
2. List of the total shares and the changes of the shareholders structure as well as the changes
of the assets and liabilities structure of the Company
□ Applicable √ Not applicable
3. List of the existing internal employee stocks
□ Applicable √ Not applicable
Ⅲ. Shareholders and actual controller
1. Shareholders and their holdings
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Unit: share
Total number
of preference
Total number of Total number of
35,592, including 35,592, shareholders
common preference
Total number 25,133A- including with resumed
shareholders at shareholders
of common shareholders and 25,133A- voting rights at
previous month- with resumed 0
shareholders 10,459 B- shareholders and previous
end of this voting rights at
at period-end shareholders 10,459 B- month-end of
Report’s period-end (if
shareholders this Report’s
disclosure any)
disclosure (if
any)
5% greater shareholders or top 10 shareholders
Shareholdi Total shares +/- in Number of Number of
Nature of Pledged or
Name of shareholder ng held reporting restricted non-restricted
shareholder frozen shares
percentage at period-end period shares held shares held
CHINA NANSHAN
State-owned
DEVELOPMENT 32.52% 209,687,067 0 0 209,687,067
corporation
(GROUP) INC.
SHENZHEN MALAI Common
STORAGE CO., domestic 25.00% 161,190,933 0 0 161,190,933
LTD. corporation
KEEN FIELD
Foreign
ENTERPRISES 8.58% 55,314,208 0 0 55,314,208 Unknown
corporation
LIMITED
CMBLSA RE FTIF
TEMPLETON Foreign
7.43% 47,914,954 0 0 47,914,954 Unknown
ASIAN GRW FD corporation
GTI 5496
Common
CITIC SECURITIES
domestic 1.47% 9,467,951 0 0 9,467,951
CO., LTD
corporation
Foreign
NORGES BANK 0.43% 2,802,863 1,142,301 0 2,802,863 Unknown
corporation
VANGUARD
EMERGING Foreign
0.41% 2,617,518 0 0 2,617,518 Unknown
MARKETS STOCK corporation
INDEX FUND
Domestic
MAI SHUQING 0.35% 2,238,347 1,908,847 0 2,238,347
individual
CHINA
MERCHANTS Foreign
0.33% 2,126,022 -325,037 0 2,126,022 Unknown
SECURITIES (HK) corporation
CO., LTD.
CANADA POST
CORPORATION Foreign
0.24% 1,579,096 -52,300 0 1,579,096 Unknown
REGISTERED corporation
PENSION PLAN
Strategic investors or general
corporations becoming top-ten
N/A
shareholders due to placing of new
shares (if any)
China Merchants Port Holdings Company Limited (“CMPort”) is a shareholder of
China Nanshan Development (Group) Inc., and Shenzhen Malai Storage Co., Ltd.
Related or acting-in-concert parties
and Keen Field Enterprises Limited are both wholly-funded subsidiaries of CMPort.
among the shareholders above
Other than that, the Company does not know whether the other non-restricted
shareholders are related parties or not.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Top 10 non-restricted shareholders
Number of non-restricted shares Type of shares
Name of shareholder
held at period-end Type Number
CHINA NANSHAN DEVELOPMENT (GROUP)
209,687,067 A share 209,687,067
INC.
SHENZHEN MALAI STORAGE CO., LTD. 161,190,933 A share 161,190,933
KEEN FIELD ENTERPRISES LIMITED 55,314,208 B share 55,314,208
CMBLSA RE FTIF TEMPLETON ASIAN GRW FD
47,914,954 B share 47,914,954
GTI 5496
CITIC SECURITIES CO., LTD 9,467,951 A share 9,467,951
NORGES BANK 2,802,863 B share 2,802,863
VANGUARD EMERGING MARKETS STOCK
2,617,518 B share 2,617,518
INDEX FUND
MAI SHUQING 2,238,347 A share 2,238,347
CHINA MERCHANTS SECURITIES (HK) CO.,
2,126,022 B share 2,126,022
LTD.
CANADA POST CORPORATION REGISTERED
1,579,096 B share 1,579,096
PENSION PLAN
China Merchants Port Holdings Company Limited (“CMPort”) is
Related or acting-in-concert parties among the top ten a shareholder of China Nanshan Development (Group) Inc., and
non-restrictedly tradable share holders and between the Shenzhen Malai Storage Co., Ltd. and Keen Field Enterprises
top ten non-restrictedly tradable share holders and the Limited are both wholly-funded subsidiaries of CMPort. Other
top ten shareholders than that, the Company does not know whether the other non-
restricted shareholders are related parties or not.
Top ten common shareholders conducting securities
N/A
margin trading (if any)
Neither the top 10 common shareholders nor the top 10 shareholders holding shares not subject to
trading moratorium of the Company had conducted the transaction of repurchase under the
agreement during the reporting period.
2. Particulars about the controlling shareholder
Nature of the controlling shareholders: central state-owned shareholding
Type of the controlling shareholders: corporation
Legal
Name of controlling representative Date of
Organization code Business scope
shareholder / company establishment
principal
Port services, bonded
China Merchants Port logistic and cold chain
Holdings Company Li Xiaopeng 28 May 1991 14602056-000-05-16-0 services, property
Limited development and
investment
Equities held by the CMPort holds:
controlling shareholder in 26.45% shares of Shanghai International Port (Group) Co., Ltd.;
other listed companies at 21.05% shares of Dalian Port (PDA) Company Limited;
home or overseas by
3.09％ shares of Ningbo Zhoushan Port Co., Ltd
holding or shareholding
2.54％shares of Qingdao Port International Co., Ltd.
during the reporting period
There was no change of the controlling shareholders of the Company during the reporting period.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
3. Particulars about the actual controller
Nature of the actual controller: central state-owned assets management institutions
Type of the actual controller: corporation
Legal
Name of the representative Date of Organization
Business scope
actual controller / company establishment code
principal
Lease and agency of water/land passenger-
cargo transportation, water/land conveyance
and facilities; investment and management of
port and storage business; salvage,
refloatation and tugboat; industrial
production; construction, repairing, checking
and marketing of shipping, offshore
petroleum drilling equipment; repairing and
checking of drilling platform and drilling
container; overall contracting of water/land
construction projects and the related offshore
petroleum development projects, and their
construction organization and logistic
services; procurement, supply and sale of
China Merchants
Li Jianhong 14 October 1986 10000522-0 water/land communication and transportation
Group
equipment; export and import business of
transportation; investment and management of
finance, insurance, trust, securities, futures
business; investment and management of
tourism, hotels, catering services and relevant
service; real estate development, management
and consultancy of property; investment and
management of petroleum and chemical
industry; investment and operation of
infrastructure of communication; overseas
assets management. Development and
management of Shenzhen Shekou Industrial
Zone and Fujian Zhangzhou Development
Zone.
China Merchants Group holds:
72.36% shares of China Merchants Shekou Industrial Zone Holdings Co., Ltd.;
74.35% shares of China Merchants Land Limited;
44.09% shares of China Merchants Securities Co. Ltd.;
47.66% shares of China Merchants Energy Shipping Co., Ltd.;
27.86% shares of China Merchants Bank Co., Ltd.;
Equities of the
68.75%shares of Sinotrans Shipping Ltd.;
other listed
66.31%shares of Sinotrans Limited;
companies at
60.95%shares of Sinotrans Air Transportation Development Co., Ltd.;
home or overseas
68.71% shares of China Merchants Expressway Network&Technology Holdings Co., Ltd;
controlled by the
23.15% shares of Sichuan Expressway Company Limited;
actual controller
29.94% shares of Anhui Expressway Company Limited;
during the
24.53% share of China International Marine Containers (Group) Ltd.
reporting period
27.59% shares of China Merchants China Direct Investment Limited;
18.87% shares of Shenzhen Expressway Co., Ltd;
17.75% shares of Fujian Expressway Development Co., Ltd;
16.02% shares of Shangdong Hi-speed Co., Ltd;
16.52% shares of Heilongjiang Transport Development Co., Ltd;
15.63% shares of Jilin Expressway Co., Ltd;
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
15.43% shares of Henan Zhongyuan Expressway Co., Ltd;
13.86% shares of Guangxi Wuzhou Communications Co., Ltd.
11.69% shares of Jiangsu Expressway Company Limited;
7.04% shares of Xiandai Touzi Co., Ltd
9.00% shares of Hubei Chutian Expressway Co., Ltd
2.17% shares of Shenzhen Sunline Tech Co., Ltd
There was no change of the actual controller of the Company during the reporting period.
The ownership and controlling relationship between the actual controller of the Company and the
Company is detailed as follows:
State-Owned Assets Supervision and Administration Commission of the State
100%
China Merchants Group
61.81%
China Merchants Port Holdings
Company Limited
Entrusted to
manage
32.52% 100% 100% 37.02%
shares held
Malai Storage Keen Field CND
by CND G
Group 25% 8.58% 32.52% 14.58% Public Share
Shenzhen Chiwan Wharf Holdings Limited A
19.32% Public Share
Due to the planning and demonstration of China Merchants Group - the actual controller of the
Company on major events related to the Company and through the application of the Company, the
Company’s stock was suspended from the market opening on 20 November 2017. Subsequently,
upon the consultation and demonstration of related parties, the Company confirmed that the
aforementioned major event constituted material asset reorganization. From the market opening on
4 December 2017, the Company’s stock transferred to the material asset reorganization event and
continued to be suspended. On 1 December 2017, the Company signed the Agreement of Intent for
Reorganization with China Merchants Group (Hong Kong) Co., Ltd. regarding this reorganization.
The two parties of the Agreement reached the consensus on the intentional arrangements for the
planned asset reorganization issue, and the relevant announcement (Announcement No.: No. 2018-
008) was published on Securities Times, Ta Kung Pao and www.cninfo.com.cn on 27 January 2018.
On 7 February 2018, the Company made the disclosure announcement by publishing the Summary
of the Report for the Acquisition and the Simplified Report of Change in Equity on www.cninfo.com.cn.
After the completion of the acquisition, China Merchants Gangtong Development (Shenzhen) Co.,
Ltd. (CMGD) and Broadford Global Limited hold a total of 370,878,000 A-shares and 55,314,208
B-shares of Shenzhen Chiwan, occupying 66.10% of the total issued capital stock of Shenzhen
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Chiwan (including A-shares of 57.52% and B-shares of 8.58%); CND Group, Malai Storage and
KFEL no longer hold any share of Shenzhen Chiwan. The controlling shareholder of Shenzhen
Chiwan has changed from China Merchants Port to CMGD with no change in the actual controller,
which is still China Merchants Group.
The ownership and controlling relationship between the actual controller of the Company and the
Company is detailed as follows:
State-Owned Assets Supervision and Administration Commission of the State Council
100%
China Merchants Group
100%
CMG Hong Kong
100%
Broadford Global Limited
100%
8.58%
China Merchants Gangtong Development (Shenzhen) Co., Ltd.
57.52%
14.58% Public Share A
Shenzhen Chiwan Wharf Holdings Limited
Public Share B
19.32%
The actual controller controls the Company via trust or other ways of asset management
□ Applicable √ Not applicable
4. 10% or greater corporate shareholders
Legal
Name of corporate representative Date of Registered Business scope or management
shareholder / company establishment capital activities
principal
Land development, port transportation,
China Nanshan
RMB900 related manufacture, commerce, real
Development Wang Zhixian 28 September 1982
million estate, tourism, bonded yards and
(Group) Inc.
warehouses, etc.
Logistics information consulting for
Shenzhen Malai HKD1.6
Bai Jingtao 14 September 2006 goods, related technical service,
Storage Co., Ltd. billion
warehousing projects (in preparation)
5. Limitations on shareholding decrease by the Company’s controlling shareholder, actual
controller, reorganizer and other commitment makers
□ Applicable √ Not applicable
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section VII. Preference Shares
□ Applicable √ Not applicable
No preference shares during reporting period
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section VIII. Directors, Supervisors, Senior Management Staff & Employees
I. Changes in shareholding of directors, supervisors and senior management staff
Shares held Increased Decreased Other Shares
Current/ Starting and ending at the shares of shares of increase/d held at the
Name Office title Sex Age
former dates of office term period-begin the period the period ecrease period-end
(share) (share) (share) (share) (share)
Bai Chairman of
Current Male 52 Sep. 2017-Jun. 2020 0 0 0 0
Jingtao the Board
Zhou Vice Chairman
Current Male 54 Sep. 2017-Jun. 2020 0 0 0 0
Qinghong of the Board
Lv
Shengzho Director Current Male 53 Jun. 2017-Jun. 2020 0 0 0 0
u
Li Yubin Director Current Male 46 Jun. 2017-Jun. 2020 0 0 0 0
Managing
Liu Bin Current Male 48 Jun. 2017-Jun. 2020 0 0 0 0
Director
Zhang
Director Current Male 53 Jun. 2017-Jun. 2020 74,282 0 0 0 74,282
Jianguo
Yuan Independent
Current Male 67 Jun. 2017-Jun. 2020 14,040 0 0 0 14,040
Yuhui director
Independent
Su Qiyun Current Male 54 Jun. 2017-Jun. 2020 0 0 0 0
director
Li
Independent
Changqin Current Male 50 Jun. 2017-Jun. 2020 0 0 0 0
director
g
Supervisory
Zhao
Board Current Female 54 Jun. 2017-Jun. 2020 0 0 0 0
Jianli
Chairman
Sun
Supervisor Current Male 50 Jun. 2017-Jun. 2020 0 0 0 0
Ligan
Wen Ling Supervisor Current Female 53 Jun. 2017-Jun. 2020 0 0 0 0
Ni Keqin Supervisor Current Female 53 Jun. 2017-Jun. 2020 29,211 0 0 0 29,211
Zheng
Supervisor Current Male 47 Jun. 2017-Jun. 2020 0 0 0 0
Linwei
Zhao
Vice General
Chaoxion Current Male 52 Jun. 2017-Jun. 2020 64,954 0 0 0 64,954
Manager
g
Vice General
Wang Manager and
Current Male 50 Jun. 2017-Jun. 2020 4,985 0 0 0 4,985
Yongli Board
Secretary
Vice General
Lin Cong Current Male 59 Jun. 2017-Jun. 2020 0 0 0 0
Manager
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Yao
CFO Current Female 51 Sep. 2017-Jun. 2020 0 26,000 0 0 26,000
Shenglan
Chaiman of the
Shi Wei Former Former 54 Jan. 2016-Aug. 2017 0 0 0 0
Board
Pan Ke Director Former Male 40 Nov. 2015-Aug. 2017 0 0 0 0
Qu
Director Former Male 53 Jan.2016-Jun. 2017 112,544 0 0 0 112,544
Jiandong
Supervisory
Yu Shixin Board Former Male 55 Nov. 2015-Jun. 2017 0 0 0 0
Chairman
Zhao General
Former Male 56 May 2014-Jun. 2017 15,103 0 0 0 15,103
Qiang Manager
Vice General
Nie Qi Former Male 55 May 2014-Jun. 2017 87,659 0 0 0 87,659
Manager
Zhang
CFO Former Male 53 May 2014-Sep. 2017 3,267 0 0 0 3,267
Fang
Total -- -- -- -- -- -- 406,045 26,000 0 0 432,045
II. Changes in directors, supervisors and senior management staff
Name Office title Type Date Reason
Shi Wei Chaiman of the Board Leaving office Aug. 1, 2017 Job change
Pan Ke Director Leaving office Aug. 8, 2017 Job change
Qu Jiandong Director Leaving office for expiration of his term Jun. 5, 2017 Job change
SupervisoryBoard
Yu Shixin Leaving office for expiration of his term Jun. 5, 2017 Job change
Chairman
Zhao Qiang General Manager Appointment and removal Jun. 5, 2017 Job change
Nie Qi Vice General Manager Leaving office for expiration of his term Jun. 5, 2017 Job change
Zhang Fang CFO Leaving office Sep. 6, 2017 Job change
III. Particulars about important personnel
The professional background, major working experience and the current main duty of the Company
of the current Directors, Supervisors and Senior Executives
Chairman of the Board Mr. Bai Jingtao, graduated from Department of Water Conservancy of
Tianjin University with a bachelor’s degree in Port&Sea-route Engineering. Then, he attended the
graduate school of Wuhan University of Technology and the graduate school of Shanghai Maritime
University, acquiring a master’s degree in Management Science and Engineering and a doctor’s
degree in Transportation Planning and Management respectively. Now, he acts as the Managing
Director in China Merchants Port Holdings Company Limited. He successively held the post of
Head of Infrastructure Management Division and Water Transport Division of Ministry of
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Transport, vice general manager in Zhangzhou China Merchants Economic and Technological
Development Zone, commissioner of Zhangzhou Port Office, vice commissioner of Xiamen Port
Authority, vice general manager in China Merchants Holdings International Company Limited,
party secretary and standing vice director of Management Committee in Zhangzhou China
Merchants Economic and Technological Development Zone, party secretary and general manager in
Zhangzhou China Merchants Economic and Technological Development Zone. He has been acting
the Chairman of the Company since September 2017.
Vice Chairman Mr. Zhou Qinghong, graduated from Shanghai Maritime University with a
master’s degree in Transportation Planning and Management. Now, he serves as the managing
director in Shekou Container Terminals Ltd. he successively held the post of general manager in
China Merchants Port Service (Shenzhen) Co., Ltd. and Shenzhen Haixing Harbor Development
Co., Ltd., etc. He has been acting as vice chairman of the Company since Sep. 2017.
Director Mr. Lv Shengzhou, graduated from Zhongnan University of Economics and Law with a
Master Degree of National Economics, and now acts as the Chief Financial Officer of China
Merchants Port Holdings Company Limited. Mr. Lu has over 20 years' experience in Finance
management and he successively held the post of Head of Finance Department of China Merchants
Shekou Industrial Zone Holdings Co., Ltd., Assistant to General Manager and Officer of Finance
Department of China Merchants Group Ltd., Chief Financial Officer of Hong Kong Ming Wah
Shipping Co., Ltd., Deputy General Manager of Finance Department of China Merchants Group
Ltd. He has been acting as the Director of the Company since Jan. 2016.
Director Mr. Li Yubin, graduated from Tianjin University with a bachelor’s degree in port & sea-
route engineering and a master degree in engineering management, and graduated in 2007 from the
University of Hong Kong with a Doctorate in real estate and construction. He has rich experience in
port construction & operation and logistics management. Now, he serves as vice general manager in
China Merchants Port Holdings Company Limited. Joining in China Merchants Port Holdings
Company Limited in 2007, he was once an assistant to the GMs of the Planning & Business
Department, as well as the GM of the Strategy and Operations Management Department of China
Merchants Port Holdings Company Limited, and a Deputy GM and then the GM of China
Merchants Bonded Logistics Co., Ltd. And he has been a Director of the Company since Jan. 2013.
Managing Director Mr. Liu Bin, graduated from Zhongnan University of Economics and Law
and received his MBA degree from Dalian University of Technology. Now, he acts as the managing
director of the Company and Chiwan Container Terminal Co., Ltd. He once was an vice GM of
Business Management Department and Commerce Department, an deputy GM then the GM of
Administration Department, the GM of Human Resource Department and Supervision Department
as well as an vice chief economist after joining China Merchants Port Holdings Company Limited.
He has been serving as the managing director of the Company since Jun. 2017.
Director Mr. Zhang Jianguo, graduated from Shanxi Finance & Economics Institute in
accounting with a bachelor’s degree in economics. Financial Manager of the Company since 1997,
Chief Financial Officer of the Company from Sept. 1999 to 31 Dec. 2012, and Vice GM of the
Company from Feb. 2011 to 31 Dec. 2012. He is now the CFO of CND Group. And he has been a
Director of the Company since Jan. 2013.
Independent Director Mr. Yuan Yuhui, MBA, once acted as the Vice GM, Vice Director of CND
Group and the Director of the Company. And now acts as the Director of Shenzhen Riland
Industrial Co., Ltd. and the Independent Director of Beijing Mainstreets Investment Group Co., Ltd.
And he has been an Independent Director of the Company since Aug. 2015.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Independent Director Mr. Su Qiyun, graduated from Xiamen University of Department of Law
with a master degree of Civil and Commercial Law and a doctor degree of Wuhan University of
Law. He used to serve as Manager of Investment Department of Ping An Insurance Company of
China, as Cadres of Shenzhen Industry and Commerce Administration and now is founding partner
of Beijing Deheng Law Office. And he has been an Independent Director of the Company since
May 2014.
Independent Director Mr. Li Changqing, graduated from Xiamen University with a doctor
degree of Accounting, and also is a CPA, an excellent talent of new century of Ministry of
Department, a prominent talent of Xiamen as well as a guide tutor of Postdoctoral Center of SSE.
He now is Department Head of Accounting of Xiamen University, professor and doctoral
supervisor. And he has been an Independent Director of the Company since May 2014.
Supervisory Board Chairman Ms. Zhao Jianli, has a bachelor’s degree in transportation
management engineering and a master’s degree in financial management of Xi’an Highway
Institute. Now, she serves as the vice chief auditor and GM of Administration Department/Western
Hong Kong Purser Department in China Merchants Port Holdings Company Limited. Joining China
Merchants Port Holdings Company Limited in Sept. 2003, she was once the internal control and
audit manager, an assistant to the GM and a Deputy GM of China Merchants Port Holdings
Company Limited. She acted as a supervisor of the Company from Jan. 2013 to Jun. 2017. And she
has been the supervisory board chairman of the Company since Jun. 2017.
Supervisor Mr. Sun Ligan, graduated from the Central University of Finance and Economics with
his doctor’s degree in management and accounting. In 2008, he joined China Merchants Port
Holdings Company Limited. Now, he acts as the general manager of Finance Department in China
Merchants Port Holdings Company Limited, taking charge of financial affairs. Before being a
member of China Merchants Port Holdings Company Limited, he once was the CFO in China
Merchants Colombo International Container Terminals Limited. And he has been acting as a
supervisor of the Company since Jun. 2017.
Supervisor Ms. Wen Ling, graduated from Southwestern University of Finance and Economics
with a postgraduate degree. She was once the Deputy Financial Manager of China Merchants Port
Service (Shenzhen) Co., Ltd., the Financial Manager of Shenzhen Mawan Port Services Co., Ltd.
and the Vice Financial Manager and Senior Vice Financial Manager of China Merchants Port
Holdings Company Limited. Joining China Merchants Port Holdings Company Limited in 2004,
she is now the Capital Operation GM of China Merchants Port Holdings Company Limited. And
she has been a supervisor of the Company since Jan. 2013.
Supervisor Ms. Ni Keqin, joined Chiwan Container Terminal Co., Ltd. in May 1993 and took the
positions of Manager Assistant, Deputy Manager as well as Manager of the Operation Department
and GM Assistant of CCT successively. Currently, Deputy GM of CCT and Supervisor of the
Company since May 2008.
Supervisor Mr. Zheng Linwei, graduated from NJAU in 1992, with a bachelor degree of
Agricultural Foreign Trade and graduated from Shanghai Maritime University with MBA. He used
to act at the Harbor Division of the Company from Aug. 1993 since now and acted as Chairman of
Operation Room of Department II of Commercial Freight of the Harbor Division of the Company,
as Manager Assistant, Vice Manager, and Manager of Department II of Commercial Freight. He
now serves as Vice GM of the Harbor Division, Dongguan Shenzhen Chiwan Wharf Holdings
Limited and Dongguan Shenzhen Chiwan Terminal Co., Ltd. and as Manager of Department II of
Commercial Freight of the Harbor Division of the Company. And he has been a Supervisor of the
Company since May 2014.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Vice GM Mr. Zhao Chaoxiong, graduated from Shanghai Maritime University with a bachelor
degree of Economy and from BUAA with a master degree. Positions such as Deputy Manager and
Manager of the Business Department of the Company, Vice GM of the Harbor Division of the
Company since Dec. 1999. He now serves as GM of Dongguan Shenzhen Chiwan Wharf Holdings
Limited and Dongguan Shenzhen Chiwan Terminal Co., Ltd. He acted as Supervisor of the
Company since Aug. 2009 to May 2014 and serves as Vice GM of the Company since May 2014.
Vice GM and Board Secretary Mr. Wang Yongli, graduated from Tianjin University with a
bachelor’s degree in engineering and is a senior economist. Positions such as Business Executive,
Vice Manager, Manager of Operation Department of the Company since Oct. 2002. And he has
been a Vice GM of the Company since May 2014 and a Board Secretary of the Company since Aug.
2015.
Vice GM Mr. Lin Cong, graduated from Wuhan Institute of Water Transportation Engineering
with a bachelor’s degree in engineering (port machinery design and manufacturing) and is a senior
engineer. He has over three decades of experience in operation and management of port enterprises.
He was once the Technical Safety Superintendent and a Vice GM of Huangpu Port Container
Terminal Co., Ltd. under the Ministry of Transport, a Vice GM of Shenzhen Yantian Port Affairs
Co., Ltd., the Operation Manager and western port project director of Yantian International
Container Terminals Co., Ltd., a Standing Vice GM of Shenzhen Yantian Western Terminal Co.,
Ltd., a Vice GM of China Merchants International Terminal (Qingdao) Company Ltd., a Standing
Vice GM of China Merchants International Container Terminal (Qingdao) Co., Ltd., the GM of the
Safety Committee’s Office of China Merchants Port Holdings Company Limited, the GM of
Zhanjiang Port China Shipping Container Terminal Co., Ltd. and a President Assistant and Vice
President of Zhanjiang Port (Group) Co., Ltd. And he has been a Vice GM of the Company since
Aug. 2016.
CFO Ms. Yao Shenglan, possesses a bachelor’s degree in Accounting from Hubei University and
a master’s degree in Transportation Planning and Management from Shanghai Maritime University.
She once acted as an accountant of Finance Department in Wuhan Water Transportation
Engineering Institute, a cost accountant of Finance Department in CIMC Containers Co., Ltd., a
vice general manager of Finance Department in Shekou Container Terminals Co., Ltd., senior
manager of Finance Department in China Merchants Holdings (International) Co., Ltd., the vice
general manager and CFO in Shekou Container Terminals Co., Ltd. And she has been serving as the
CFO of the Company since Sep. 2017.
Concurrent positions in shareholding entities
Remuneration or
Position in shareholding allowance from
Name Shareholding entity Term of office
entity shareholding
entity (Yes/No)
China Merchants Port Holdings
Bai Jingtao Managing director Apr. 2015-now Yes
Company Limited
China Merchants Port Holdings
Lv CFO Oct. 2015-now Yes
Company Limited
Shengzhou
Shenzhen Malai Storage Co., Ltd. Director May 2016-now No
China Merchants Port Holdings
Li Yubin Vice GM Nov. 2016-now Yes
Company Limited
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
China Merchants Port Holdings
Sun Ligan GM of Finance Department May 2016-now Yes
Company Limited
Zhang China Nanshan Development (Group) Vice GM Feb. 2015-now
Yes
Jianguo Inc. CFO Jan. 2013-now
Vice chief auditor and GM
China Merchants Port Holdings
of Administration Jun. 2010-now Yes
Zhao Jianli Company Limited
Department
Shenzhen Malai Storage Co., Ltd. Supervisor Mar. 2013-now No
China Merchants Port Holdings GM of Capital Operation
Wen Ling May 2016-now Yes
Company Limited Department
Concurrent positions in other entities
Remuneration or
Position in other allowance from
Name Other entity Term of office
entity other entity
(Yes/No)
China Merchants International (China) Investment Co.,
Board Chairman Dec. 2015-now No
Ltd.
Shekou Container Terminals Ltd. Board Chairman May 2016-now No
Shenzhen Lianyunjie Container Terminals Co., Ltd. Board Chairman Oct. 2016-now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Board Chairman May 2016-now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Board Chairman May 2016-now No
Chiwan Container Terminal Co., Ltd. Board Chairman May 2016-now No
Shenzhen Mawan Port Service Co., Ltd. Board Chairman Feb. 2016-now No
Shenzhen Mawan Godown & Wharf Co., Ltd. Board Chairman Feb. 2016-now No
Vice Board
Shanghai International Port (Group) Co., Ltd. Jan. 2016-now No
Bai Jingtao Chairman
China Merchants International Terminal (Qingdao)
Board Chairman Oct. 2016-now No
Company Ltd.
Zhangzhou China Merchants Port Co., Ltd. Board Chairman Dec. 2016-now No
Zhangzhou China Merchants Hap Mun Bay Port
Board Chairman Mar. 2017-now No
Service Co., Ltd.
Vice Board
Dalian Port Company Limited Jun. 2016-now No
Chairman
Juzhongzhi Investment (Shenzhen) Co., Ltd. Board Chairman Dec. 2015-now No
Silk Road E-Merchants Information Technologies Co.,
Director Mar. 2016-now No
Ltd.
China Merchants Port Development (Shenzhen) Co.,
Board Chairman Sep. 2016-now No
Ltd.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Shenzhen JinYuRongTai Investment & Development
Board Chairman Jun. 2016-now No
Co., Ltd.
Shenzhen China Merchants Qianhaiwan Properties Co.,
Board Chairman Jan. 2017-now No
Ltd.
Terminal Link Director Jun. 2017-now No
Managing
Shekou Container Terminals Ltd. Oct. 2016-now Yes
director
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director Oct. 2016-now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director Nov. 2016-now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director Nov. 2016-now No
Shenzhen Haixing Harbor Development Co., Ltd. Board Chairman Jan 2017-now No
Zhou
Qinghong China Merchants Port Service (Shenzhen) Co., Ltd. Board Chairman Dec. 2016-now No
Shenzhen Haixing Onoda Logistics Development Co., Vice Board
Apr. 2009-now No
Ltd. Chairman
Shenzhen Mawan Wharf Co., Ltd. Board Chairman Dec. 2016-now No
Shenzhen Chiwan Port Container Co., Ltd. Director Aug. 2017-now No
Grain Electronic Trade Center of China Grain
Director Aug. 2014-now No
Merchants Group (Shenzhen)
Shekou Container Terminals Ltd. Director May 2016-now No
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director Oct. 2016-now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director May 2016-now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director May 2016-now No
Shenzhen Lianyongtong Terminal Co., Ltd. Director Dec. 2016-now No
Shanghai International Port (Group) Co., Ltd. Supervisor Mar. 2016-now No
Ningbo Daxie China Merchants International
Director Mar. 2016-now No
Terminals Co., Ltd.
Lv
Shengzhou China Merchants International Terminal (Qingdao)
Director Oct. 2016-now No
Company Ltd.
China Merchants International Container Terminal
Director Oct. 2016-now No
(Qingdao) Co., Ltd.
Qingdao Qianwan United Container Terminal Co., Ltd. Director Mar. 2016-now No
Qingdao Qianwan United Advance Container Terminal
Director Mar. 2016-now No
Co., Ltd
Supervisory
China Nanshan Development (Group) Inc. Apr. 2016-now No
Board Chairman
China Merchants Bonded Logistics Co., Ltd. Vice Board Jun. 2016-now No
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Chairman
Shenzhen JinYuRongTai Investment & Development
Director Jun. 2016-now No
Co., Ltd.
Shenzhen Malai Storage Co., Ltd. Director May 2016-now No
Shenzhen China Merchants Qianhaiwan Properties Co.,
Director Jan. 2017-now No
Ltd.
Asia Airfreight Terminal Company Limited Director Apr. 2014-now No
Modern Terminals Limited Director Mar. 2015-now No
Shekou Container Terminals Ltd. Director Aug. 2012-now No
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director Sep. 2012-now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director Sep. 2012-now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director Sep. 2012-now No
Shenzhen Lianyongtong Terminal Co., Ltd. Director Jan. 2014-now No
Zhangzhou China Merchants Port Co., Ltd. Director Oct. 2014-now No
Li Yubin
China Merchants International Terminal (Qingdao) Vice Board
Oct. 2016-now No
Company Ltd. Chairman
COLOMBO INTERNATIONAL CONTAINER
Director Aug. 2012-now No
TERMINALS LIMITED
China Merchants Holdings (International) Information
Director Apr. 2012-now No
Technology Co., Ltd.
China Merchants Bonded Logistics Co., Ltd. Board Chairman Jun. 2017-now No
Vice Board
Juzhongzhi Investment (Shenzhen) Co., Ltd. Dec. 2015-now No
Chairman
Silk Road E-Merchants Information Technologies Co., Legal
Mar. 2016-now No
Ltd. representative
Free Trade Zone (Shanghai) Information Service Co.,
Director Nov. 2017-now No
Ltd.
Li Yubin
Grain Electronic Trade Center of China Grain Vice Board
Aug. 2017-now No
Merchants Group (Shenzhen) Chairman
China Merchants International (China) Investment Co.,
Director May 2016-now No
Ltd.
Shenzhen Mawan Warehouse & Terminals Co., Ltd. Director Sep. 2017-now No
Liu Bin
Shenzhen Mawan Port Services Co., Ltd. Director Sep. 2017-now No
Guangdong Yide Port Co., Ltd. Board Chairman Jan. 2017-now No
China Development Finance Co., Ltd. Director Dec. 2012-now No
Zhang
Jianguo
Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Director Jul. 2016-now No
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Vice Board
Shenzhen New Nanshan Holding (Group) Co., Ltd. Aug. 2015-now No
Chairman
Hefei Baowan International Logistics Center Company
Board Chairman Feb. 2017-now No
Limited
Shekou Container Terminals Ltd. Director Sep. 2013-now No
Shenzhen Lianyunjie Container Terminals Co., Ltd. Director May 2013-now No
Anxunjie Container Terminals (Shenzhen) Co., Ltd. Director May 2013-now No
Anyunjie Terminal Depot (Shenzhen) Co., Ltd. Director May 2013-now No
Shenzhen Lianyongtong Terminal Co., Ltd. Supervisor Jan. 2014-now No
Antongjie Terminal Depot (Shenzhen) Co., Ltd. Supervisor Feb. 2014-now No
Ansujie Terminal Depot (Shenzhen) Co., Ltd. Supervisor Mar. 2014-now No
Shenzhen Mawan Wharf Co., Ltd. Director Apr. 2013-now No
Zhao Jianli China Merchants Port Service (Shenzhen) Co., Ltd. Director Apr. 2010-now No
China Merchants International Terminal (Qingdao)
Supervisor Oct. 2016-now No
Company Ltd.
China Merchants International Container Terminal
Supervisor Mar. 2016-now No
(Qingdao) Co., Ltd.
China Merchants Bonded Logistics Co., Ltd. Supervisor Mar. 2016-now No
Grain Electronic Trade Center of China Grain
Supervisor Aug. 2014-now No
Merchants Group (Shenzhen)
Shenzhen JinYuRongTai Investment & Development
Supervisor Jun. 2016-now No
Co., Ltd.
Shenzhen China Merchants Qianhaiwan Properties Co.,
Supervisor Jan. 2017-now No
Ltd.
Asia Airfreight Terminal Company Limited Director Oct. 2016-now No
China Merchants Container Services Ltd. Director Aug. 2016-now No
COLOMBO INTERNATIONAL CONTAINER
Sun Ligan Director Apr. 2016-now No
TERMINALS LIMITED
LOME CONTAINER TERMINAL SA Director Jul. 2016-now No
Modern Terminals Limited Director Jul. 2016-now No
China Merchants Port Service (Shenzhen) Co., Ltd. Supervisor Mar. 2008-now No
Vice Supervisory
Zhangjiang Port (Group) Co., Ltd. Nov. 2007-now No
Board Chairman
Wen Ling
Shenzhen Haiqin Engineering Supervision &
Supervisor Sep. 2012-now No
Management Co., Ltd.
China Merchants Port Development (Shenzhen) Co., Supervisor Sep. 2016-now No
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Ltd.
Guangdong Yide Port Co., Ltd. Supervisor Aug. 2017-now No
SHANTOU CMPORT GROUP CO., LTD. Supervisor Aug. 2017-now No
List of the penalty by the securities supervision agencies of the recent 3 years of the current and the
Directors, Supervisors and Senior Executives left during the reporting period of the Company
□ Applicable √ Not applicable
IV. Remuneration for directors, supervisors and senior management
Decision-making procedure, determining basis and actual payment for the remuneration of directors,
supervisors and senior management
(1) Decision-making procedure for the remuneration of directors, supervisors and senior
management:
Remunerations for the Company’s directors, supervisors and senior management shall be nominated
by the Board of Directors and determined upon review of the Remuneration and Appraisal
Committee. Allowance for Independent Directors is RMB100,000/year (tax included), which has
been approved at the 2016 Annual General Meeting
(2) Determining basis for the remuneration of directors, supervisors and senior management
The modes and amounts of the remuneration for directors, supervisors and senior management are
determined according to the market levels with the post value, responsibilities, etc. taken into
account.
(3) Actual payment for the remuneration of directors, supervisors and senior management:
Salaries and independent director allowances were paid to directors, supervisors and senior
executives on a monthly basis. And the other bonuses were paid all at one time according to the
performance of each of them.
Remuneration of the directors, supervisors and senior management of the Company during the
reporting period
Unit: RMB’0,000
Total before-tax Whether gained
Current/ remuneration remuneration from
Name Position Gender Age
former gained from the the related parties
Company of the Company
Bai Jingtao Board Chairman Male 52 Current 0 Yes
Zhou Qinghong Vice Board Chairman Male 54 Current 0 Yes
Lv Shengzhou Director Male 53 Current 0 Yes
Li Yubin Director Male 46 Current 0 Yes
Liu Bin* Managing director Male 48 Current 49 No
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Zhang Jianguo Director Male 53 Current 0 Yes
Yuan Yuhui Independent director Male 67 Current 10 No
Su Qiyun Independent director Male 54 Current 10 No
Li Changqing Independent director Male 50 Current 10 No
Supervisory Board
Zhao Jianli Female 54 Current 0 Yes
Chairman
Sun Ligan Supervisor Male 50 Current 0 Yes
Wen Ling Supervisor Female 53 Current 0 Yes
Ni Keqin Supervisor Female 53 Current 103 No
Zheng Linwei Supervisor Male 47 Current 114 No
Zhao Chaoxiong Vice GM Male 52 Current 104 No
Vice GM &Board
Wang Yongli Male 50 Current 102 No
Secretary
Lin Cong Vice GM Male 59 Current 75 No
Yao Shenglan* CFO Female 51 Current 18 No
Shi Wei Board Chairman Female 54 Former 0 Yes
Pan Ke Director Male 40 Former 0 Yes
Qu Jiandong Director Male 53 Former 0 Yes
Yu Shixin Supervisory Board Male
55 Former 0 Yes
Chairman
Zhao Qiang GM Male 56 Former 89 No
Nie Qi Vice GM Male 55 Former 38 No
Zhang Fang CFO Male 53 Former 80 No
Total -- -- -- -- 802 --
* Remuneration for Managing Director Liu Bin and CFO Yao Shenglan in the table above is for the
period of July-December 2017 and October-December 2017 respectively.
Situations of equity incentives awarded to the directors, supervisors and senior management of the
Company during the reporting period
□ Applicable √ Not applicable
V. About employees
1. Number, functions and educational backgrounds of employees
Number of in-service employees of the Company
Number of in-service employees of main subsidiaries 1,341
Total number of in-service employees 1,719
Total number of employees with remuneration in
1,719
current period
The 20117 Annual Reeport of Shennzhen Chiwan Wharf Holddings Limited
Number of r to whhom the Commpany or its m
subsidiaries need to pay retirement peension
Functions
F Number of emp
Production 1,126
Sales
Technical
Financial
Administrattive
Total 1,719
Educaational backgrrounds
Educatioonal backgrouund Number of emp
Master and above
Bachelor
College
Technical seecondary schhool
Below abovve
Total 1,719
4%
11%
Production
Sales
65% Technical
Financial
3% Administrative
3%
30% 22% Masterrandabove
Bacheloor
College
17% 28%
Techniccalsecondary
school
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. Employee remuneration policy
The Company set remuneration system of the employees in line with the post setting, job grade and
the market pay level determine remuneration in term with the principle of \"Salary based on the
related post \".
3. Employee training plans
The integration of employee training and strategy was accord with the demand of the Company's
long term development, while considering the business demand of the Company and personal
development, the Company organized Internal training and open classes aiming at different levels
and post, followed up and evaluated the training results.
4. Labor outsourcing
□ Applicable √ Not applicable
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section IX. Corporate Governance
I. Basic details of corporate governance
Ever since its establishment, the Company has been in strict compliance with the company
law and securities law, as well as relevant laws and regulations issued by CSRC. And it has
timely formulated and amended its relevant management rules according to the Code of
Corporate Governance for Listed Companies, which are conscientiously and carefully
executed. An effective system of internal control has thus taken shape in the Company.
Details about corporate governance within the reporting period are set out as below:
1. We developed the special project of “the Blue Sky Action” to protect investors
To carry out and implement the key spirit of Mr. Xijinping, the General Secretary’s speeches as
well as the deployment and requirements from the Conference of Supervision Work for National
Securities and Futures about enhancing the protection of investors and purifying the capital market,
on the basis of the Notice of Shenzhen Securities Regulatory Commission on Further Developing
the Special Project of “the Blue Sky Action Y2017” to Protect Investors (SZJF〔2017〕NO.43)
(named as the Notice thereafter) so as to make the special project of “the Blue Sky Action”
normalized, institutionalized and long-term, we developed the special project of “the Blue Sky
Action Y2017” to protect investors with details as below:
(1) We strictly implemented the system and sustained the process normalization. We strictly
implemented the governing systems such as Management System on Information Disclosure,
Management System on Inside Information and Insiders and System on Investor-relations
Management on the basis existing systems to normalize the operation. In the future, we would
sustainably revised and perfected related systems as well as kept the standardability of process on
the basis of laws and regulations.
(2) We would improve the quality of information disclosed. In a responsible manner to investors,
we faced all our investors in prudence, fairness, and impartiality strictly based on laws, regulations,
and related systems, and continued to willfully disclose business data monthly to help investors be
aware of the running of the Company and then make a rational judgment in investments.
(3) We would continue to strictly prevent insider trading. We have always been attaching
importance to the prevention and control against insider trading and have made Management
System on Inside Information and Insiders and would strictly implement it.
(4) We would continue to keep good relationship with investors. Wang Yongli, the deputy GM and
Board Secretary of the Company personally takes charge of the work of investor-relations
management and investor protection with the assistance of Board Secretariat who makes the
relevant daily work. We severely practiced the Investors’ Management System of the Company and
Management System on Information Disclosure in communication with investors. All information
disclosed was subject to the announcement published. And there was no information to disclose that
had not been published to mislead investors.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
In order to further enhance the management on investor relations, strengthen the communication
with the vast investors, practically improve the transparency and governance of the listed Company,
as well as positively response the Shenzhen Securities Regulatory Commission’s call of developing
the special project of “the Blue Sky Action Y2017” to protect investors, on August 25, the
Company organized a mid-term performance conference through teleconference, invited domestic
and overseas investors through brokerage channels and established more direct communication
channels for small and medium-sized investors to understand the Company's situation. At the
performance briefing, the Company briefly briefed investors on the performance of the first half of
the year and informed shareholders of major events such as commitment to postponement. Liu Bin,
the managing director and Wang Yongli, the deputy general manager and Board Secretary
responded to the concerns of investors one by one communicate these concerns. After the meeting,
small and medium-sized investors generally reported that this exchange method is efficient and
direct. In view of the interim results release was effective, the company then again on October 31
held the third quarter results conference by telephone conference to introduce the company's
performance of first three quarters and the progress of shareholder commitment postponement to
investors. Wang Yongli, deputy general manager and Board Secretary, patiently answered questions
from investors and conducted in-depth communication and exchange on macroeconomics, industry
situation and company management issues.
(5) We kept steady profit distribution policy to pay shareholders back. We have always been
keeping faith with the culture and concept about stock equity as repaying the society and
shareholders, for whom we have practically implemented for years by maintaining the cash bonus
rate around 50% to 60% every year, not to mention our good investors relation management over
the years. We have refinanced for about RMB 0.37 billion in the capital market, and distributed
cash dividends of about RMB 4.725 billion since we went public in 1993. In this year, we have
confirmed the cash bonus rate up to 60% in accordance with the annual fund arrangement, the
performance and investment and development planning etc. Upon the disclosure of announcement
on dividends, some investors called our Board Secretariat to affirm the policy and expressed their
hope that the Company could keep such a dividend policy. We would adhere to the principle of
paying back shareholders and positively pay back shareholders through stable dividends in strict
accordance with the rules in the Company Law and the Articles of Association as well as on the
basis of our actual situation.
Through positive conduction of the aforesaid special work, we formulated the special mechanism
for protecting investors suitable for our development, which required us to stick to the
consciousness of protecting investors in daily work, continue to highly value the investors
protection work, keep perfecting our behaviors of protecting investors, as well as guide investors to
build rational investment concept, improve risk awareness and self-protection capability. We would
continue to keep firm operation, make hard efforts to information disclosure, inside information
management, as well as investor-relations maintenance and protection, build a good company image,
keep steady profit distribution policy, better improve our standard operation level, create a good
atmosphere with other enterprises in the jurisdiction area of Shenzhen Securities Regulatory
Commission where the special project of “Blue Sky Action” would be normalized, institutionalized
and long-term, and share our growth and development with the investors.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
2. Shareholders and shareholders’ general meeting: the Company ensures that all the shareholders,
especially minority shareholders, are equal and could enjoy their full rights. The Company called
and held shareholders’ general meeting strictly in compliance with the Rules for Shareholders’
General Meeting.
3. Relationship between the controlling shareholder and the Company: controlling shareholder of
the Company acted in line with rules during the reporting period, did not intervened the decisions,
productions or operations of the Company directly or indirectly in exceeding the authority of the
shareholders’ general meeting, and did not appropriate any funds of the Company.
4. Directors and the Board of Directors: the Company elected directors in strict accordance with the
Articles of Association. Number and composition of members of the Board were in compliance
with relevant laws and regulations; all Directors attend Board meetings and shareholders’ general
meeting in a serious and responsible manner and participated enthusiastically relevant training so as
to know better about laws and regulations as well as the rights, obligations and liabilities of
Directors. The Company The Company set up the Audit Committee as approved by the First
Special Shareholders’ Meeting for Y2004 and the Nomination, Remuneration and Evaluation
Committee and Strategy Committee of the Board as approved by the Annual General Meeting for
Y2005, with a view to ensuring the efficient operation and scientific decision-making of the Board
of Directors.
5. Supervisors and the Supervisory Board: number and composition of the members of the
Supervisory Board were in compliance with the requirements of laws and regulations. The
supervisors diligently and seriously performed their duties and obligations, took responsible
attitudes to all shareholders and supervised the financial affair as well as the performance by the
Company’s Directors, managers and other senior executives of their duties in compliance with the
laws and regulations.
6. Stakeholders: the Company fully respected and safeguarded the legal rights and interests of the
banks and other creditors, staff, clients and other stakeholders so as to develop the Company in a
consistent and healthy way.
7. Information disclosure and transparency: the Company authorized the Board Secretary to take
charge of information disclosure, and the Chairman as well as related Directors to meet with
shareholders. The Company disclosed relevant information in a true, accurate, complete and timely
way in strict accordance with the requirements of laws, regulations and the Articles of Association,
formulated the Management Rules on Information Disclosure, the Management System on Inside
Information and Insiders and the Rules on the Management of Investors Relations, and designated
Securities Times, Ta Kung Pao and http://www.cninfo.com.cn as its newspaper and website for
information disclosure, so as to ensure all shareholders have equal opportunity to obtain the
information.
8. During the reporting Period, Approval Authority and Process of Major Events was revised
combining with the Articles of Association in accordance with responsibility and authority of the
Company as well as its business development and job demand which has been reviewed and
approved on the Second Meeting of the 9th Board of Directors held at 23 Aug. 2017.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
9. Corporate governance mechanisms and rules that the Company already established:
Articles of Association of the Company, Rules of Procedure for General Meetings, Working
Articles of Audit Committee of the Board of Directors, Working Rules of Annual Report for Audit
Committee of the Board of Directors, Working Articles for Nomination, Remuneration and
Evaluation Committee of the Board of Directors; Working Articles of Strategy Committee of the
Board of Directors, Working System for Independent Directors, Working Rules of Annual Report
for Independent Directors, Rules of Procedure for Supervisory Board, Working Articles of General
Manager, Management System for Company Shares held by Directors, Supervisors and Senior
Executives and Its Changes, Management System of Foreign Investment, Decision-making
Mechanism of Related Transactions, Management System of Fund-raising, Management Rules on
Information Disclosure, Rules of Accountability for Significant Mistakes in Annual Report
Information Disclosure, Management System on Inside Information and Insiders, Internal Audit
System, Management System of Investors’ Relations, Specific System for Engaging Accountants,
Management Method of Financial Tools, Management System on Person in Charge of Finance and
CFO, Information Disclosure Management Rules for the Inter-bank Debt Financing Instrument, etc.
Details for the above systems please refer to website of the Company http://www.szcwh.com.
There isn’t difference between the actual circumstances of the Company and all established systems.
Since the foundation, the Company was consistently in strict accordance with Company Law and
relevant laws and regulations to make a standard operation, continued business-running in line with
relevant requirements of Corporate Governance Principle for Listed Companies and earnestly made
effort to protect profit and interests of shareholders and stakeholders.
10. Non-compliance of corporate governance standards by the Company
On 23 Apr. 2013, the “Proposal on Providing Undisclosed Information for the Majority Shareholder”
was reviewed and approved at the 5th Special Meeting of the 7th Board of Directors for 2013. And
the Company has kept a file of information insiders for management in strict accordance with the
“Rules for Management of Insider Information and Information Insiders”. The aforesaid matter
does not affect the independence of the Company and the Company will properly provide relevant
information according to the regulators’ requirements.
Any significant incompliance with the regulatory documents issued by the CSRC governing the
governance of listed companies
□ Yes √ No
II. Particulars about the Company’s separation from the controlling shareholder in respect of
business, personnel, assets, organization and financial affairs
The Company is absolutely independent in business, personnel, assets, finance and organization
from its controlling shareholder. Details are set out as follows.
Separation in business: The Company has its own assets, personnel, qualifications and ability to
carry out operating activities and is able to operate independently in the market. Separation in
personnel: The Company has basically separated its staff from its controlling shareholder. No senior
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
management staff of the Company holds positions at controlling shareholder of the Company.
Separation in assets: The Company possesses its own self-governed assets and domicile. Separation
in organization: The Company has established and improved the corporate governance structure
according to law and has an independent and complete organizational structure. Separation in
finance: The Company has set up its own financial department as well as normative accounting
system and the financial management system on its subsidiaries. The Company has its own bank
accounts and does not share the same bank account with its controlling shareholder. The Company
has been paying tax in accordance with the laws and regulations on its own behalf.
III. Horizontal competition
Type of the Name of
Cause Methods Work progress and follow-up plans
question shareholders
Mainly was CMPort was actively promote and discuss the
the historical research of solution for the horizontal
reason, CMPort has competition, including independence of Chiwan
comparatively promised to Wharf, further reinforce the stable development
, cooperation completely solve of the west port in Shenzhen, enhance strategic
Horizontal
CMPort * more than the horizontal synergy effect and endeavor to focus on the
competition
competition competition equity of shareholder of the Company. The
between problem before Company timely and actively communicated
CMPort and Sep. 16, 2020. with CMPort and perform information
the Company disclosure obligation in term of the stipulation
* of the existing relevant laws and regulations.
* On 17 Sept. 2012, CMPort and CND Group signed a stock custody agreement. According to the
said agreement, CND Group would entrust CMPort as a custodian with its A-shares in the
Company (representing a stake of 57.52%). On 27 Dec. 2012, CND Group and Malai Storage,
the wholly subsidiary of CMPort, signed an equity transfer agreement. According to the said
agreement, CND Group transferred its holding of 161,190,933 shares of RMB ordinary shares
(Proportion of shareholding of 25%) to Malai Storage. After the complement of the transfer,
CMPort was entrusted to manage CND Group's holding of 209,687,067 shares of A share
(Proportion of shareholding of 32.52%). Meanwhile, CMPort indirectly held 55.3142 million
shares of B share of the Company through its wholly subsidiary Keen Field Enterprises Limited
(Proportion of shareholding of 8.58%). So far, 66.10% equity of the Company is under the
control of CMPort.
CMPort went public in the Stock Exchange of Hong Kong in Jul. 1992. It is mainly engaged in
handling of containers and bulk cargos at ports, with the ports it invests in and manages covering
Mainland China, Hong Kong, China, Southeast Asia, Africa and some other regions. Within
Shenzhen, there is some horizontal competition between the Company and CMPort in the
container terminal business in the port area of West Shenzhen due to historical reasons; and there
is also market competition with Yantian Port and Dachanwan Port in Shenzhen. However,
comparatively speaking, thanks to the coordination of the actual controller China Merchants
Group, the cooperation between the Company and CMPort is greater than competition. The
aforesaid management entrustment is mainly a response to the deteriorating port markets. It is a
strategic move to boost CMPort’s business in ports of West Shenzhen, increase the Company’s
overall market competitiveness, keep the operation of ports of West Shenzhen in order and
improve the market competition environment of the port area in West Shenzhen.
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
On 10 Aug. 2017, the Company received Commitment to Continue to Perform the Commitment to
Horizontal Competition by China Merchants Holdings (International) Company Limited from
CMPort. Then Proposal on Continuing to Perform Commitment to Horizontal Competition by
Controlling Shareholders was reviewed and approved on shareholders meeting held on 11 Sep.
2017. CMPort will go on performing the Commitment to Horizontal Competition by China
Merchants Holdings (International) Company Limited and promise to completely solve the
problem of horizontal competition before 16 Sep. 2020. The said commitment went into effect on
17 Sep. 2017 and will be valid during the period when CMPort acts as the controlling shareholder
of the Company.
IV. Particulars about the annual shareholders’ general meeting and special shareholders’
general meetings held during the reporting period
1. Particulars about the shareholders’ general meeting in reporting period
Proportion of
Session Type investors' Convening date Disclosure date Index to the disclosed
participation
For the resolution
The Annual
The Annual announcement (No.
Shareholders
Shareholders’ General 75.43% 06/05/2017 06/06/2017 2017-019), see
’ General
Meeting of 2016 http://www.cninfo.co
Meeting
m.cn
For the resolution
Special
The First Special announcement (No.
Shareholders
Shareholders’ General 77.31% 09/11/2017 09/12/2017 2017-044), see
’ General
Meeting of 2017 http://www.cninfo.co
Meeting
m.cn
2. Special Shareholders’ General Meeting applied by the preferred stockholder with
restitution of voting right
□ Applicable √ Not applicable
V. Performance of the Independent Directors
1. Particulars about the independent directors attending the board sessions and the
shareholders’ general meetings
Particulars about the independent directors attending the board sessions
Non-
Sessions required Attendance by
Entrusted attendance in
Independent to attend during Attendanc way of
presence Absence rate person for two
director the reporting e in person telecommunic
(times) consecutive
period ation
times
Yuan Yuhui 5 3 1 1 0 N/A
Su Qiyun 5 3 2 0 0 N/A
Li Changqing 5 3 2 0 0 N/A
General meetings sat in on by
independent directors
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Notes to non-attendance in person for two consecutive times
Not applicable
2. Particulars about independent directors proposing objection on relevant events
During the reporting period, no independent directors proposed any objection on relevant events of
the Company.
3. Other explanations about the duty performance of independent directors
Whether advices to the Company from independent directors were adopted or not
√ Yes □ No
Note to advices to the Company from independent directors were adopted or not adopted
During the reporting period, all independent directors of the Company probity and self-discipline,
fulfill their duties in line with their expertise and experience; earnestly and diligently perform their
duties. The independent directors actively known about the Company’s business and operation,
protected the interests of minority shareholders, brought their roles as independent directors into full
play by participating in discussions on reports reviewed at board sessions and other issues of the
Company, and proposed professional suggestions on standard governance and production operation
which had been adopted by the Company. They carefully reviewed and issued independent opinions
in written form on significant events such as material related-party transactions in accordance with
relevant requirements and had play a important role in scientific decision-making of the Board. In
accordance with the requirements of CSRC and Shenzhen Stock Exchange, the “Working Rules for
Independent Directors” and the “Working Rules for Independent Directors Concerning Annual
Reports, they performed their obligations with due diligence and fully oversaw the preparation and
disclosure of the Annual Report of the Company. For details of performance by independent
directors of their duties, please refer to the work report of independent directors for 2017 as
disclosed at http://www.cninfo.com.cn.
VI. Performance of the Special Committees under the Board during the reporting period
(I) Performance of the Audit Committee of the Board
During the reporting period, the Audit Committee of the Board in line with the requirements of
CSRC and Shenzhen Stock Exchange, Articles of Association, Working Rules for the Audit
Committee of the Board (“Working Rules”) and the Working Practices for the Audit Committee of
the Board on Annual Report (“Working Practices”) and in term of their expertise and experience,
duties and obligations endowed by the Board, earnestly perform their duties, played active role in
the Company's annual audit, reviewing of financial statement, construction of internal control
standard system.
1. During the reporting period, the Audit Committee of the Board held a total of five meetings, with
details as follows:
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(1) On 24 Mar. 2017, the First Meeting of the Audit Committee of the 8th Board of Directors for
2017 was held at Conference Room 2, 11/F., Chiwan Haiyun Building, Shenzhen, at which the
following proposals were reviewed and approved unanimously:
1) “Internal Auditing Report of the Company for 2016” was reviewed and approved;
2) Internal Control and Audit Office's Auditing Report of the Company for 2016 No.01-04” was
reviewed and approved;
3) “Anti-fraud Risk Assessment Report for 2016” was reviewed and approved;
4) “Internal Auditing Plan of the Company for 2017” was reviewed and approved;
5) “Working Report of the Audit Committee of the Board in 2016” was reviewed and approved;
6) “The Annual Financial Report for 2016 of the Company” was reviewed and approved and was
submitted to the Board of Directors of the Company for approval;
7) “The Financial Statements of 2016” was reviewed and approved and was submitted to the Board
of Directors of the Company for approval;
8) “Report on the Change of the Accounting Firm for 2017” was reviewed and approved. The Audit
Committee continue employ Deloitte Touche Tohmatsu Certified Public Accountants LLP to
shoulder the audit of the annual financial statements and the internal audit for 2017. This proposal
was submitted to the Board of Directors of the Company for approval.
(2) On 26 Apr. 2017, the Second Meeting of the Audit Committee of the 8th Board of Directors for
2017 was held by communication voting at which the Internal Auditing Report of the Company for
the First Quarter of 2017 was reviewed and approved unanimously.
(3) On 5 Jun. 2017, the First Meeting of the Audit Committee of the 9th Board of Directors for 2017
was held at Conference Room 2, 11/F., Chiwan Haiyun Building, at which the Proposal on Election
of Convener for the Audit Committee under the 9th Board of Directors was reviewed and approved
unanimously. The said proposal was later submitted to the Board for review.
(4) On 23 Aug. 2017, the Second Meeting of the Audit Committee of the 9th Board of Directors for
2017 was held at Conference Room 2, 11/F., Chiwan Haiyun Building, Shenzhen, at which the
following proposals were reviewed and approved unanimously:
1) “The Semi-Annual Financial Report for 2017 of the Company” was reviewed and approved and
was submitted to the Board of Directors of the Company for approval;
2) “Internal Auditing Report of the Company for the Second Quarter of 2017” was reviewed and
approved.
(5) On 27 Oct. 2017, the Third Meeting of the Audit Committee of the 9th Board of Directors for
2017 was held by telecommunication voting at which the Internal Auditing Report of the Company
for the Third Quarter of 2017 was reviewed and approved unanimously.
(6) On 21 Dec. 2017, the Fourth Meeting of the Audit Committee of the 9th Board of Directors for
2017 was held at Conference Room 1, 8/F., Chiwan Petroleum Building, Shenzhen, at which the
Report on the Company's operation and the Audit Report on the Company’s Finance and Internal
Control by Deloitte Touche Tohmatsu Certified Public Accountants LLP for 2017 were debriefed.
2. In accordance with relevant requirements of CSRC and Shenzhen Stock Exchange, the specific
working rules and procedure for the Audit Committee, during the reporting period, the Audit
Committee of the Board of the Company oversaw the auditing of the Annual Report of the
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Company for 2016 with due diligence, details of which are as follows:
(1) Before the auditors started their work, the Audit Committee discussed with the principal auditor
of the accounting firm and determined, inter alia, the timing schedule for the auditing work of the
financial statements for the year.
(2) The Audit Committee expressed its audit opinions two times on the annual financial statements
of the Company for 2016.
During the reporting period, the Audit Committee expressed its audit opinions two times on the
annual financial statements of the Company for 2016 in accordance with relevant requirements
from CSRC.
The Audit Committee reviewed the Financial Statements prepared by the Company and issued the
following opinions before the Auditors started their work: the Company was in full compliance
with relevant laws, regulations and the Articles of Association of the Company, the units and items
of the Company's financial statements to be consolidated were complete, and the consolidation
basis thereof was accurate and the information included in the Financial Statements submitted by
the Company was objective, comprehensive and true. The Company's accounting policies were
properly adopted and the accounting estimates made were reasonable. No significant mistake or
omission has been identified so far. Due to the time-lag between this review of Financial Statements
and the dates of the Auditors' Report, we suggest the Finance Department focus on and deal with
subsequent events properly in accordance with the New Enterprises Accounting Standards to ensure
the fairness, truthfulness and completeness of the Financial Statements.
After the Auditors issued their preliminary audit opinions, the Audit Committee reviewed the
Financial Statements again and issued the following opinions: the Company prepared the Financial
Statement in full compliance with the New Enterprise Accounting Standards and relevant
provisions of the financial control system of the Company, the procedures for the preparation of the
Financial Statements were reasonable and proper, which gave a true and fair view of the Company's
assets, liabilities, equity interests and operation results as at 31 December 2016. Information
included in the Financial Statements was objective and complete. Financial Statements for 2016
which was preliminarily audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP
may be submitted for review at the 7th Meeting of the 8th Board of Directors.
(3) Supervision over the Auditing Work of the Accounting firm
The Audit Committee issued letters to Deloitte Touche Tohmatsu Certified Public Accountants LLP
on 22 Jan. and 24 Feb. 2017 respectively to urge them to produce their audit recommendation on
the financial statements and the summary statement of adjusting events in a timely manner to help
our financial staff finish the preparation of financial statements and related notes for 2016 as soon
as possible, so as to ensure the annual audit and information disclosure proceed as scheduled.
(4) Opinions on the Auditing Work Performed by the Accountants for the previous year
During the auditing period, the Audit Committee of the Board focused on the problems discovered
in process of audit, urged auditors to finish the preparation of their report within a prescribed period
of time and ensured the truthfulness, accuracy and completeness of the annual report. The Certified
Public Accountants issued a standard unqualified audit report on 24 Mar. 2017. The Audit
Committee considered that the Certified Public Accountants conducted their audit in accordance
with China’s Independent Auditing Standards, the audit time was sufficient, the deployment of the
auditors was appropriate and their practicing capability was excellent, and that the audit report
issued sufficiently reflected the Company's financial condition as at 31 Dec. 2016 and its operation
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
results and cash flows for the year 2016 and the audit conclusion made was in line with the actual
situation of the Company.
3. During the reporting period, the Audit Committee made standards and requirements to the Audit
Office's report submitted, fully understood the sound establish and implementation of internal
control system, focused on problems and suggestions provided by the Audit Office. In addition, the
Audit Committee advised on the improvement for the work of the Audit Department and the
Company relating to internal control for the next year.
(II) Performance of the Nomination, Remuneration and Evaluation Committee
During the reporting period, the Nomination, Remuneration and Evaluation Committee earnestly
performed their duties, investigated the candidate of the manager and the directors, and examined
the remuneration of directors, supervisors and senior executives which obtained from the Company,
in term of the requirements and stipulations of CSRC, Articles of Association, Working Rules of
the Nomination, Remuneration and Evaluation Committee and responsibilities and obligations
empowered by the Board of Directors.
During the reporting period, the Nomination, Remuneration and Evaluation Committee under the
Board of Directors held a total of four meetings, details of which are as follows:
1. On 24 Mar. 2017, the First Meeting of the Nomination, Remuneration and Evaluation Committee
of the 8th Board of Directors for 2017 was held at Conference Room 1, 11/F., Chiwan Haiyun
Building, Shenzhen, at which the following proposals were reviewed and approved unanimously:
(1) “The Working Report of the Nomination, Remuneration and Evaluation Committee of the Board
for 2016”; and
(2) “The Report on the Remuneration of the Directors, Supervisors and Senior Management Staff
for 2016”.
(3) “The Proposal on Examining Director Candidates” was reviewed and approved unanimously.
Upon review by the Board, these director candidates would be elected at a meeting of shareholders.
2. On 5 Jun. 2017, the First Meeting of the Nomination, Remuneration and Evaluation Committee
of the 9th Board of Directors for 2017 was held at Conference Room 1, 11/F., Chiwan Haiyun
Building, Shenzhen, at which the following proposals were reviewed and approved unanimously:
(1) “The Proposal on Election of convener for the Nomination, Remuneration and Evaluation
Committee under the 9th Board of Directors” was reviewed and approved and was submitted to the
Board for review.
(2) “The Proposal on Hiring General Manager of the Company” was reviewed and approved and
was submitted to the Board for review.
(3) “The Proposal on Hiring Deputy General Manager of the Company” was reviewed and
approved and was submitted to the Board for review.
(4) “The Proposal on Hiring CFO of the Company” was reviewed and approved and was submitted
to the Board for review.
(5) “The Proposal on Hiring Board Secretary” was reviewed and approved and was submitted to the
Board for review.
3. On 23 Aug. 2017, the Second Meeting of the Nomination, Remuneration and Evaluation
Committee of the 9th Board of Directors for 2017 was held at Conference Room 3, 11/F, Chiwan
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Haiyun Building, Shenzhen, at which The Proposal on Examing Director Candidates was reviewed
and approved unanimously. Upon review by the Board, these director candidates would be elected
at a meeting of shareholders.
4. On 11 Sep. 2017, the Third Meeting of the Nomination, Remuneration and Evaluation
Committee of the 9th Board of Directors for 2017 was held at Conference Room 3, 11/F, Chiwan
Haiyun Building, Shenzhen, at which The Proposal on Hiring CFO of the Company was reviewed
and approved unanimously and was submitted to the Board for review.
(III) Performance of the Strategy Committee
During the reporting period, members of the Strategy Committee in line with the requirements of
CSRC, Article of Association, and the stipulation of Working Rules of the Strategy Committee and
relying on its expertise and experience and the responsibilities and obligations empowered by the
Board of Directors, earnestly perform their duties, assisted the Company's further plan for medium
and long-term development, conducted research and advised on the investment plans and assets
operation projects related to the medium to long term development strategy of the Company.
During the reporting period, the Strategy Committee under the Board of Directors held a total of
four meetings, details of which are as follows:
1. On 24 Mar. 2017, the First Meeting of the Strategy Committee of the 8th Board of Directors for
2017 was held at 11:00 a.m. at Conference Room 2, 11/F, Chiwan Haiyun Building, Shenzhen, at
which the following proposals were reviewed and approved unanimously:
(1) “The Working Report of the Strategy Committee of the Board for 2016” was reviewed and
approved;
(2) “The Business Development Plan for 2017 to 2021” was reviewed and approved.
2. On 5 Jun. 2017, the First Meeting of the Strategy Committee of the 9th Board of Directors for
2017 was held at 4:35 p.m. at Conference Room 1, 11/F, Chiwan Haiyun Building, Shenzhen, at
which the Proposal on Election of Convener for the Strategy Committee under the 9th Board of
Directors was reviewed and approved unanimously and was submitted to the Board for review.
3. On 23 Aug. 2017, the Second Meeting of the Strategy Committee of the 9th Board of Directors
for 2017 was held at 2:50 p.m. at Conference Room 1, 11/F, Chiwan Haiyun Building, Shenzhen, at
which the following proposals were reviewed and approved unanimously:
(1) “The Proposal on Signing the Supplementary Agreement on the Shareholder Agreement of
MEDIA PORT INVESTMENTS LIMITED” was reviewed and approved and was submitted to the
Board for review.
(2) “The Proposal on Signing the Management Entrusting Agreement on Equity with China
Merchants Port Holdings Company Limited” was reviewed and approved and was submitted to the
Board for review.
4. On 11 Sep. 2017, the Third Meeting of the Strategy Committee of the 9th Board of Directors was
held at 4:00 p.m. at Conference Room 1, 11/F, Chiwan Haiyun Building, Shenzhen, at which the
Proposal on Acquisiting 51% of Shares in Zhongshan Port&Shipping Enterprise Group was
reviewed and approved unanimously and was submitted to the Board for review.
5. On 11 Sep. 2017, the Fourth Meeting of the Strategy Committee of the 9th Board of Directors was
held at 4:40 p.m. at Conference Room 1, 11/F, Chiwan Haiyun Building, Shenzhen, at which the
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Proposal on Election of Convener for the Strategy Committee under the 9th Board of Directors was
reviewed and approved unanimously and was submitted to the Board for review.
VII. Performance of the Supervisory Board
During the reporting period, the Supervisory Board found whether there was risk in the Company in
the supervisory activity
□ Yes √ No
The Supervisory Board has no objection on the supervised events during the reporting period.
VIII. Performance Evaluation and Incentive Mechanism for Senior Management Staff
All senior management staff of the Company is appointed by the Board of Directors. The Board sets
up the Company’s business objectives and financial budget for each year and signs KPI contracts
accordingly with senior management staff. The Board then determines the incentive standards to
senior management staff according to their respective performance during the year.
IX. Internal Control
1. Particulars about significant defects found in the internal control during reporting period
□ Yes √ No
2. Self-appraisal report on internal control
Disclosure date of the Self-appraisal Report on Internal Control 03/07/2018
Disclosure index of the Auditor’s Report on Internal Control see www.cninfo.com.cn
The proportion of total assets included in evaluation scope entities in the
93%
Company's total assets of the consolidated financial statements
The proportion of operation revenue included in evaluation scope entities in
97%
the Company's operation revenue of the consolidated financial statements
Defect Judging Standards
Category Financial Report Non-Financial Report
If a defect or defect group Great defect Significant defect Common defect
give rise to the following
Development Development Development direction
events which can not be
direction severity direction severity severity deviate from
prevented or found and deviate from the deviate from the the strategic goals,
made rectification, the strategic goals, strategic goals, investment direction,
defect or defect group are investment direction, investment and business structure,
and business direction, and commercial modeled.
recognized as significant
Qualitative criteria structure, commercial business structure, which completely can't
defects: modeled. which commercial fully support the
(1) Malpractices of completely unable to modeled. which realization of strategic
directors, supervisors and support the unable to support goals
realization of the realization of
senior management:
strategic goals strategic goals at a
(2) The Company make larger extent
correction to the financial Strategy Strategy Strategy
report issued; implementation is implementation is implementation is
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
(3) Certified Public blocked, almost all blocked, most of blocked, part of
Accountant find that there indicators of strategy indicators of indicators of strategy
is a significant error in the implementation can strategy implementation can
financial report, however, not completed as implementation can not completed as
the internal control did not planned not completed as planned
discover it when planned
conducting internal Have a significant Have a greater Have an adverse
control; adverse impact on the adverse impact on impact on the asset
(4) The Audit Committee asset turnover ability, the asset turnover turnover ability, which
under the Board and which lead to total ability, which lead lead to total asset
Internal Audit Service's asset turnover rate to total asset turnover rate
supervision to the internal lowed 20% above turnover rate lowed10% below
control is invalid. (Including 20％） lowed10% to 20%
(Including 10%）
Lead to break off of Lead to break off of Some daily business is
common common influenced, lead to
business/service or it business/service or break off of common
takes half year or it takes three business/service or it
above to recover the months or half year takes three months
break off of common below to recover below to recover the
business/service the break off of break off of common
common business/service
business/service
Badly damage the In a large extent, In a large extent,
working enthusiasm damage the working damage the working
of all the employees, enthusiasm of all enthusiasm of all the
will give rise to large the employees, employees, reduce
scale group events or reduce work work efficiency, have
heavy damage to efficiency, have some adverse effect to
enterprises culture greatly adverse enterprises culture and
and enterprises effect to enterprises enterprises cohesion
cohesion culture and
enterprises cohesion
The employee's The employee's The employee's ability
ability and ability and and professional skills
professional skills professional skills in some fields can not
universally can not in some significant meet the enterprise
meet the enterprise fields can not meet development
development needs the enterprise
by a large margin development needs
Negative news spread Negative news Negative news spread
in the field of the spread in the field in the field of the
entire business of the entire entire business, have
(including extending business, or was small damage to the
to industry chain),or paid attention or reputation of the
was paid attention by reported by the enterprise, the
the national media or local media the recovery of reputation
public media, the recovery of will take three months
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
recovery of reputation reputation will take below
will take more than three to six months
six months
The enterprise's The enterprise's The enterprise's
internal confidential internal confidential internal confidential
information leakage information leakage information leakage
which badly affect the which affect the which affect the
enterprise's enterprise's enterprise's
competitive capacity competitive competitive capacity
in the market, or capacity in the in the market, or affect
affect the competitive market, or affect the the competitive
capacity in competitive capacity in
management capacity in management in a
management in a general extent
large extent
The judging standard was the net profits attributable to the parent
Company's shareholders in the consolidated financial statements
audited in last year.
Great defect Significant defect Common defect
Had significant Had larger adverse Had adverse impact to
adverse impact to the impact to the annual the annual operation
annual operation operation profits or profits or cause
profits or cause cause decrease of decrease of annual
decrease of annual annual operation operation profits when
The judging standard was operation profits profits when at 1% at 1% below of
the net profits attributable when at 5% (including 1%) to judging standard
to the parent Company's (including 5%) above 5% judging
shareholders in the of judging standard standard
consolidated financial
Had significant Had larger adverse Had adverse impact to
statements audited in last
year. Misstatement adverse impact to impact to decrease decrease of inflow of
amount ≥ 5% above of decrease of inflow of of inflow of total total cash flow or
Quantitative criteria judging standard was total cash flow or cash flow or increase of outflow
great defect; 5% judging increase of outflow increase of outflow total cash flow when at
standard ＞1% total cash flow when total cash flow 5% below of judging
misstatement amount was
at 10% (including when at 5% standard
significant defect;
misstatement amount ＜ 10%) above of (including 5%) to
1% below of judging judging standard 10% above of
standard was general judging standard
standard. Great investment Larger investment Great investment
mistake incurred mistake incurred mistake incurred
which cause direct which cause direct which cause direct
economy losses when economy losses economy losses when
at 5% (including 5%) when at 1% at 1% below of
above of judging (including 1%)to judging standard or the
standard or the return 5% of judging return on investment
on investment more standard or the less than 30% lower
than 40% lower than return on than expected
expected investment less than
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
30%(including 30%
to 40%) lower than
expected
0 death or above , or 3 deaths above to 10 less than 3 deaths or
50 people serious deaths below , or above , or less than 10
injury, or direct less than10 people people serious injury,
economy losses when serious injury, or or direct economy
at 5% (including 5%) direct economy losses when at 1%
above of judging losses when at 1% below of judging
standard (including 1%) to standard
5% of judging
standard
Asset integrity cannot Asset integrity Asset integrity cannot
be ensured, when cannot be ensured, be ensured, when
assets losses at 5% when assets losses assets losses at 1%
(including 5%) above at 1% (including below of judging
of judging standard 1%)to 5% of standard
judging standard
A large number of Number of great Irreconcilable
great commercial commercial commercial disputes,
disputes, civil disputes, civil civil lawsuits
lawsuits and negative lawsuits, and had happened sometimes,
influences can't obviously influence cause a certain
eliminate in a short in a certain area and influences in local,
period of time, may period, may pay may pay compensation
pay compensation at compensation at 1% at 1% below of
5% (including 5%) (including 1%) to judging standard
above of judging 5% of judging
standard standard
A serious violation of A serious violation Violation of laws and
laws and regulations, of laws and regulations,
investigated by regulations, investigated by
government investigated by government
department and legal government department and legal
department, cause department and department, may pay
prosecution and class legal department, compensation at
action, may pay may pay 0.5% below of judging
compensation at 2% compensation at standard
(including 2%) above 0.5% (including
of judging standard 0.5%) to 2% of
judging standard
Number of significant
defects of financial
report (Piece)
Number of significant
defects of non-
financial report
(Piece)
Number of important
defects of financial
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
report (Piece)
Number of important
defects of non-
financial report
(Piece)
X. Audit report on internal control
Audit opinion paragraphs in the Audit Report on Internal Control
We believe that Shenzhen Chiwan Wharf Holdings Limited has maintained effective internal control over
financial reporting in all material respects as of 31 December 2017 as per the Basic Rules for Enterprise Internal
Control and relevant regulations.
Disclosure of Audit Report on Internal Control Disclosed
Disclosure date of the Audit Report on Internal
7 Mar. 2018
Control
Details of the Internal Control Report of Shenzhen
Disclosure index of the Audit Report on Internal
Chiwan Wharf Holdings Limited was disclosed on
Control
www.cninfo.com.cn
Type of Audit Report on Internal Control Standard Unqualified auditor's report
Whether there is significant defect in non-financial
No
report
Whether the CPAs firm issues an Audit Report on Internal Control with non-standard opinion or not?
□ Yes √ No
Whether the Audit Report on Internal Control from the CPAs firm is in consistent with the Self-
appraisal Report from the Board or not?
√ Yes □ No
The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section X. Corporate Bonds
Corporate bonds publicly offered and listed on the stock exchange, which were undue before the
approval date of this Report or were due but could not be redeemed in full
None
Section XI. Auditor’s Report (See attached)
Type of audit opinion Standard and unqualified auditor's report
Date of signing audit report 5 March 2018
Audit agency Deloitte Touche Tohmatsu Certified Public Accountants LLP
No. of audit report De Shi Bao (Shen) Zi (18) No. P00146
Name of CPA Huang Yue, Jiang Qishen
Section XII. Documents Available for Reference
I. Financial Statements carrying the signatures and stamps of the Company Principal, the
Chief Financial Officer and the person in charge of accounting firm;
II. Original copy of the Auditor's Report stamped by the accounting firm and signed and
stamped by registered accountants;
III. Original copies of all documents and the announcements thereof disclosed in the reporting
period on “Securities Times” and “Ta Kung Pao”;
IV. Original copy of the Annual Report signed by the Chairman.
For and on behalf of the Board
Bai Jingtao
Chairman of the Board
Shenzhen Chiwan Wharf Holdings Limited
Dated 7 March 2018
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND
AUDITORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2017
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2017
CONTENTS Pages
AUDITOR'S REPORT 1-4
THE CONSOLIDATED AND COMPANY BALANCE SHEETS 5-6
THE CONSOLIDATED AND COMPANY INCOME STATEMENTS 7-8
THE CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS 9 - 10
THE CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY 11 - 12
NOTES TO THE FINANCIAL STATEMENTS 13 - 112
AUDITOR'S REPORT
De Shi Bao (Shen) Zi (18) No. P00146
(Page 1, 4 pages)
To the Shareholders of Shenzhen Chiwan Wharf Holdings Limited
1. Audit Opinion
We have audited the accompanying financial statements of Shenzhen Chiwan Wharf Holdings Limited
(hereinafter referred to as \"Chiwan Wharf\"), which comprise the consolidated and company balance
sheets as at 31 December 2017, and the consolidated and company income statements, the
consolidated and company cash flow statements and the consolidated and company statements of
changes in shareholders' equity for the year then ended, and the notes to the financial statements.
In our opinion, the accompanying financial statements of Chiwan Wharf present fairly, in all material
respects, the consolidated and company's financial position as of 31 December 2017, the consolidated
and company's results of operations and cash flows for the year then ended in accordance with
Accounting Standards for Business Enterprises.
2. Basis for Opinion
We conducted our audit in accordance with the Auditing Standards for the Chinese Certified Public
Accountants. Our responsibilities under those standards are further described in the Auditor's
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of
the Company in accordance with the Auditing Standards for the Chinese Certified Public Accountants,
and we have fulfilled our other ethical responsibilities in accordance with the standards. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We determine the followings are key audit matters in need
of communication in our report.
Measurement of Bad Debt Provision for Accounts Receivable
As disclosed in Note (5) 3 and Note (14) 1 to financial statements, the carrying amount of accounts
receivable in consolidated financial of Shenzhen Chiwan Wharf Company as at 31 December 2017
amounts to RMB 258,362,011.56 with correspondent provision for bad debts records RMB
1,280,049.73. The carrying amount of accounts receivable of the Company amounts to RMB
12,987,394.84 with no provision. Bad debt provision for accounts receivable is based on
management's significant judgement and estimation, customer credit status assessment and recent
performance of the shipping market together with other information such as the aging report of
accounts receivable. Thus the measurement of bad debt provision for accounts receivable is identified
as the key audit matter.
-1-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (18) No. P00146
(Page 2, 4 pages)
3. Key Audit Matters-continued
Measurement of Bad Debt Provision for Accounts Receivable - continued
Principal audit procedures we performed for key audit matters are as follows:
(1) Interviewed with the management to confirm whether the policies on bad debt provision for
accounts receivable had been performed consistently.
(2) Compared the Company’s policies on bad debt provision for accounts receivable with those of
similar business to evaluate if the policies adopted were reasonable.
(3) Selected samples from the accounts receivable ledgers and checked supporting documents such as
fee note and invoice to check the accuracy aging report.
(4) Enquired credit worthiness report of top five customers by accounts receivable closing breakdown
(combined accounted for 59.98% of total accounts receivable closing balance) and analysed their
solvency; We evaluated the reasonability of bad debt provision for accounts receivable according
to customers' repayment records and subsequent repayment.
(5) Based on bad debt provision policies, recalculated the provision amounts and compared with
provision made by the management to check the accuracy.
4. Other Information
The Company is responsible for the other information. The other information comprises the
information included in the annual report, but does not include the consolidated financial statements
and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the audit work performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
5. Responsibilities of the Management and Those Charged with Governance for the Financial
Statements
The Company is responsible for the preparation of the financial statements that give a true and fair
view in accordance with Accounting Standards for Business Enterprises, and for the design,
performance and maintenance of such internal control that is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
-2-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (18) No. P00146
(Page 3, 4 pages)
5. Responsibilities of the Management and Those Charged with Governance for the Financial
Statements - continued
In preparing the financial statements, the management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
These charged with governance are responsible for overseeing the Company's financial reporting
process.
6. Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes an audit opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with Auditing Standards for the Chinese Certified Public
Accountants will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Auditing Standards for the Chinese Certified Public
Accountants, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
(1) Identified and assessed the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that was sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud was higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
(2) Understood audit related internal control in order to design audit procedures that were
appropriate in the circumstances.
(3) Evaluated the appropriateness of accounting policies applied and the reasonableness of
accounting estimates and related disclosures made by the management.
(4) Concluded on the appropriateness of the directors' application of the going concern basis of
accounting. Based on audit evidence obtained, concluded on whether the material uncertainty of
events or conditions that may cause cast significant doubt on the Company's ability to continue
as a going concern existed. If we concluded that a material uncertainty existed, we were required
to draw attention in our auditor's report to the related disclosures in the financial statements or to
modify our opinion, if such disclosures were inadequate. Our conclusions were based on the
audit evidence obtained up to the date of our auditor's report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
-3-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (18) No. P00146
(Page 4, 4 pages)
6. Auditor's Responsibilities for the Audit of the Financial Statements - continued
(5) Evaluated the overall presentation, structure and content of the financial statements (including
the disclosures), and whether the financial statements represented the underlying transactions and
events in a manner that achieved fair presentation.
(6) Obtained sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Company to express an opinion on the financial statements. We
were responsible for the direction, supervision and performance of the group audit. We remained
solely responsible for our audit opinion
We communicated with those charged with governance over audit scope, time arrangement and
significant audit findings, including any significant deficiencies of internal control that we identified
through audit.
We also provided the those charged with governance with a statement that we had complied with
relevant ethical requirements of independence, and communicated with those charged with governance
over all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determined those matters
that were of most significance in the audit of the financial statements of the current period and were
therefore the key audit matters. We described these matters in our auditor's report unless law or
regulation precluded public disclosure about the matter or when, in extremely rare circumstances, we
determined that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Deloitte Touche Tohmatsu CPA LLP Chinese Certified Public Accountant
(Engagement Partner)
Shanghai, China Huang Yue
Chinese Certified Public Accountant
Jiang Qishen
5 March 2018
The auditor's report and the accompanying financial statements are English translations of the Chinese auditor's report
and financial statements prepared in accordance with Accounting Standards for Business Enterprises. These financial
statements are not intended to present the financial position and results of operations and cash flows in accordance with
accounting principles and practices generally accepted in other countries and jurisdictions. Where the English version
does not conform to the Chinese version, the Chinese version prevails.
-4-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
AT 31 DECEMBER 2017
Consolidated Balance Sheet
Unit: RMB
Opening balance Opening balance
Item Notes Closing balance (restated) Item Notes Closing balance (restated)
LIABILITIES AND
ASSETS
SHAREHOLDERS' EQUITY
Current assets: Current liabilities:
Cash and bank balances (V)1 818,193,679.32 542,079,799.39 Short-term borrowings (V)20 - 241,270,000.00
Notes receivable (V)2 500,000.00 900,000.00 Accounts payable (V)21 131,837,865.23 100,280,495.74
Accounts receivable (V)3 257,081,961.83 214,806,648.35 Receipts in advance (V)22 56,571,454.49 49,703,772.23
Prepayments (V)4 4,354,830.16 7,851,540.99 Employee benefits payable (V)23 95,361,472.09 99,664,484.67
Interest receivable (V)5 1,175,305.39 129,125.26 Taxes payable (V)24 96,453,101.66 57,154,550.00
Dividends receivable (V)6 - - Interest payable (V)25 3,678,493.15 3,577,374.14
Other receivables (V)7 21,209,538.29 94,148,486.48 Dividends payable (V)26 263,384,499.42 -
Inventories (V)8 21,862,480.10 22,011,047.53 Other payables (V)27 138,012,498.12 78,857,359.41
Other current assets (V)9 33,491,432.18 18,310,220.71 Other current liabilities (V)28 100,000,000.00 250,000,000.00
Total current assets 1,157,869,227.27 900,236,868.71 Total current liabilities 885,299,384.16 880,508,036.19
Non-current Assets: Non-current Liabilities:
Available-for-sale
(V)10 23,759,200.00 22,459,200.00 Bonds payable (V)29 298,931,506.83 298,331,506.85
financial assets
Long-term equity
(V)11 1,152,620,039.97 1,151,874,922.62 Long-term payables (V)30 25,000,000.00 25,000,000.00
investments
Investment properties (V)12 22,821,081.69 23,646,913.77 Special payables (V)31 32,563,422.41 34,326,860.44
Fixed assets (V)13 3,929,355,718.60 3,871,338,923.59 Deferred income (V)32 156,048,997.49 64,613,319.88
Construction in progress (V)14 86,317,666.70 167,093,107.33 Deferred tax liabilities (V)18 10,584,342.80 6,044,979.79
Intangible assets (V)15 1,350,224,998.54 1,397,932,963.83 Total non-current liabilities 523,128,269.53 428,316,666.96
Goodwill (V)16 10,858,898.17 10,858,898.17 TOTAL LIABILITIES 1,408,427,653.69 1,308,824,703.15
Long-term prepaid SHAREHOLDERS'
(V)17 98,278,001.09 102,257,785.97
expenses EQUITY:
Deferred tax assets (V)18 11,031,026.43 12,500,983.16 Share capital (V)33 644,763,730.00 644,763,730.00
Other non-current assets (V)19 132,334,704.86 132,369,704.86 Capital reserve (V)34 167,480,381.25 167,480,381.25
Total non-current assets 6,817,601,336.05 6,892,333,403.30 Other comprehensive income (V)35 19,800,344.49 18,825,344.49
Special reserve (V)36 4,767,373.45 4,145,765.65
Surplus reserve (V)37 520,074,434.56 520,074,434.56
Unappropriated profit (V)38 3,566,083,142.17 3,381,390,887.86
Total shareholders' equity
attributable to equity holders of 4,922,969,405.92 4,736,680,543.81
the parent
Minority interests 1,644,073,503.71 1,747,065,025.05
TOTAL SHAREHOLDERS'
6,567,042,909.63 6,483,745,568.86
EQUITY
TOTAL LIABILITIES AND
TOTAL ASSETS 7,975,470,563.32 7,792,570,272.01 7,975,470,563.32 7,792,570,272.01
SHAREHOLDERS' EQUITY
The accompanying notes form part of the financial statements.
The financial statements on pages 5 to 112 were signed by the following:
Legal Representative：Bai Jingtao
Chief Financial Officer：Yao Shenglan
Head of Accounting Department：Li Xiaopeng
-5-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
AT 31 DECEMBER 2017
Balance Sheet of the Company
Unit: RMB
Item Note Closing balance Opening balance Item Note Closing balance Opening balance
LIABILITIES AND
ASSETS SHAREHOLDERS'
EQUITY
Current Assets: Current Liabilities:
Cash and bank
230,039,345.73 97,401,657.09 Accounts payable 18,376,556.53 15,743,751.91
balances
Accounts receivable (XIV)1 12,987,394.84 14,730,412.29 Receipts in advance 98,400.00 -
Prepayments - 175,000.00 Employee benefits payable 51,689,614.60 53,761,846.04
Dividends receivable 589,478,376.49 134,702,787.76 Taxes payable 1,578,674.01 1,906,748.15
Other receivables (XIV)2 583,090,959.69 582,452,104.00 Interest payable 8,010,008.11 5,657,953.71
Inventories 415,163.18 394,234.74 Dividends payable 37,608,540.65 37,608,540.65
Other current assets 2,210,653.66 997,740.76 Other payables 834,923,800.53 358,982,632.32
Total current assets 1,418,221,893.59 830,853,936.64 Other current liabilities 100,000,000.00 250,000,000.00
Non-current Assets: Total current liabilities 1,052,285,594.43 723,661,472.78
Available-for-sale
23,759,200.00 22,459,200.00 Non-current Liabilities:
financial assets
Long-term receivables 11,004,284.75 11,004,284.75 Bonds payable 298,931,506.83 298,331,506.85
Long-term equity
(XIV)3 2,215,952,842.62 2,032,600,191.97 Long-term payables 150,098,000.00 116,662,000.00
investments
Investment property 13,116,783.72 13,600,159.92 Deferred tax liabilities 2,182,500.00 1,857,500.00
Fixed assets 204,839,343.34 179,815,891.12 Total non-current liabilities 451,212,006.83 416,851,006.85
Construction in
10,631,762.77 29,437,068.97 TOTAL LIABILITIES 1,503,497,601.26 1,140,512,479.63
progress
SHAREHOLDERS'
Intangible assets 59,954,618.20 62,890,018.39
EQUITY
Long-term prepaid
3,976,969.45 4,156,590.13 Share capital 644,763,730.00 644,763,730.00
expenses
Total non-current
2,543,235,804.85 2,355,963,405.25 Capital reserve 240,001,254.59 240,001,254.59
assets
Other comprehensive income 6,647,500.00 5,672,500.00
Special reserve - 1,027,543.25
Surplus reserve 520,074,434.56 520,074,434.56
Unappropriated profit 1,046,473,178.03 634,765,399.86
TOTAL SHAREHOLDERS'
2,457,960,097.18 2,046,304,862.26
EQUITY
TOTAL LIABILITIES AND
TOTAL ASSETS 3,961,457,698.44 3,186,817,341.89 SHAREHOLDERS' 3,961,457,698.44 3,186,817,341.89
EQUITY
The accompanying notes form part of the financial statements.
-6-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2017
Consolidated Income Statement
Unit: RMB
Amount incurred in
Amount incurred in the previous period
Item Note the current period (restated)
I. Operating income (V)39 2,456,218,834.63 2,381,483,399.94
Less: Operating costs (V)39 1,445,228,046.76 1,342,778,196.75
Business taxes and levies (V)40 10,940,157.34 12,943,373.62
Administrative expenses (V)41 177,345,622.79 188,446,906.70
Financial expenses (V)42 27,224,172.17 32,613,939.18
Impairment losses of assets (V)43 (5,474,833.11) 6,482,674.79
Add: Investment income (V)44 64,321,791.76 79,664,899.16
Including: Income from investments in associates and joint
(V)44 54,904,791.76 73,372,711.31
ventures
Gains (losses) on disposal of assets (V)45 431,343.46 (123,667.77)
Other income (V)46 1,843,431.75 -
II. Operating profit 867,552,235.65 877,759,540.29
Add: Non-operating income (V)47 2,533,092.56 11,247,978.77
Less: Non-operating expenses (V)48 960,389.08 3,155,864.44
III. Gross profit 869,124,939.13 885,851,654.62
Less: Income tax expenses (V)49 155,266,164.06 124,401,633.70
IV. Net profit 713,858,775.07 761,450,020.92
(I) Categorization by continuity of operation
1.Net profit of continued operation 713,858,775.07 761,450,020.92
2.Net profit of discontinued operation - -
(II) Categorization by attribution of ownership
1.Net profit attributable to shareholders of the parent 504,495,064.39 532,376,492.97
2.Profit or loss attributable to minority shareholder 209,363,710.68 229,073,527.95
V. Amount of Other Comprehensive Net Income After Tax: (V)50 975,000.00 (150,000.00)
Amount of other comprehensive net income after tax attributable to
975,000.00 (150,000.00)
equity holders of the parent
(I) Other comprehensive income that will not be reclassified
- -
subsequently to profit or loss
1.Change as a result of remeasurement of the net defined benefit plan
- -
liability or asset
2.Share of other comprehensive income of the investee under the
- -
equity method that will not be reclassified to profit or loss
(II) Other comprehensive income that will be reclassified
975,000.00 (150,000.00)
subsequently to profit or loss
1.Share of other comprehensive income of the investee under the
- -
equity method that will be reclassified to profit or loss
2.Gains or losses on changes in fair value of available-for-sale
975,000.00 (150,000.00)
financial assets
3.Translation differences of financial statements denominated in
- -
foreign currencies
Amount of other comprehensive net income after tax attributable to
- -
minority shareholders
VI. Total comprehensive income attributable to: 714,833,775.07 761,300,020.92
Shareholders of the parent 505,470,064.39 532,226,492.97
Minority shareholders 209,363,710.68 229,073,527.95
VII. Earnings per share:
(I) Basic earnings per share 0.782 0.826
(II) Diluted earnings per share 0.782 0.826
The accompanying notes form part of the financial statements.
-7-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2017
Income Statement of the Company
Unit: RMB
Amount incurred in Amount incurred in
Item Note the current period the previous period
I. Operating income (XIV)4 262,128,083.88 223,985,141.78
Less: Operating costs (XIV)4 147,940,894.54 142,385,061.09
Business taxes and levies 2,028,572.84 2,614,833.60
Administrative expenses 70,778,282.50 77,019,295.74
Financial expenses (8,048,217.56) 15,068,123.74
Impairment losses of assets (7,730.22) 7,730.22
Add: Investment income (XIV)5 648,579,235.35 208,616,109.27
Including: Income from investments in associates and joint
(XIV)5 49,683,858.86 67,621,133.66
ventures
Gains on disposal of assets 304,464.57 175,644.31
II. Operating profit 698,319,981.70 195,681,850.97
Add: Non-operating income (XIV)6 33,035,528.92 1,469,415.07
Less: Non-operating expenses 241,366.11 1,699,991.85
III. Gross profit 731,114,144.51 195,451,274.19
Less: Income tax expenses (396,443.74) (22,956.92)
IV. Net profit 731,510,588.25 195,474,231.11
V. Amount of Other Comprehensive Net Income After Tax: 975,000.00 (150,000.00)
(I) Other comprehensive income that will not be reclassified
- -
subsequently to profit or loss
(i) Change as a result of remeasurement of the net defined benefit
- -
plan liability or asset
(ii) Share of other comprehensive income of the investee under the
- -
equity method that will not be reclassified to profit or loss
(II) Other comprehensive income that will be reclassified
975,000.00 (150,000.00)
subsequently to profit or loss
(i) Share of other comprehensive income of the investee under
- -
the equity method that will be reclassified to profit or loss
(ii) Gains or losses on changes in fair value of available-for-
975,000.00 (150,000.00)
sale financial assets
(iii) Translation differences of financial statements
- -
denominated in foreign currencies
VI. Total comprehensive income attributable to: 732,485,588.25 195,324,231.11
The accompanying notes form part of the financial statements.
-8-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2017
Consolidated Cash Flow Statement
Unit: RMB
Amount incurred in
Amount incurred in the previous period
Item Note the current period (restated)
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 2,413,013,796.73 2,445,812,846.21
Other cash receipts relating to operating activities (V)52(1) 146,498,642.50 47,877,392.61
Sub-total of cash inflows 2,559,512,439.23 2,493,690,238.82
Cash payments for goods purchased and services received 718,669,072.08 696,632,871.53
Cash payments to and on behalf of employees 438,886,444.82 422,013,895.54
Payments of all types of taxes 162,789,797.10 152,879,499.28
Other cash payments relating to operating activities (V)52(2) 76,885,370.92 101,131,347.40
Sub-total of cash outflows 1,397,230,684.92 1,372,657,613.75
Net Cash Flows from Operating Activities (V)53(1) 1,162,281,754.31 1,121,032,625.07
II. Cash Flows from Investing Activities:
Cash receipts from investments income 63,576,674.42 42,660,239.57
Net cash receipts from disposal of fixed assets, intangible assets
2,940,947.87 1,457,144.76
and other long-term assets
Other cash receipts relating to investing activities (V)52(3) 277,100,000.00 203,270,256.00
Sub-total of cash inflows 343,617,622.29 247,387,640.33
Cash payments to acquire or construct fixed assets, intangible
230,427,177.26 182,477,236.64
assets and other long-term assets
Other cash payments relating to investing activities (V)52(4) 210,000,000.00 215,970,256.00
Sub-total of cash outflows 440,427,177.26 398,447,492.64
Net Cash Flows from Investing Activities (96,809,554.97) (151,059,852.31)
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 130,000,000.00 378,117,634.71
Cash receipts from issue of bonds 99,850,000.00 850,000,000.00
Sub-total of cash inflows 229,850,000.00 1,228,117,634.71
Cash repayments of borrowings 621,270,000.00 1,988,542,335.39
Cash payments for distribution of dividends or profit or interest 379,511,558.61 464,372,385.00
Including: Payments for distribution of dividends or profit to
39,636,273.27 139,222,645.92
minorities
Other cash payments relating to financing activities (V)52(5) 402,325.25 2,702,654.14
Sub-total of cash outflows 1,001,183,883.86 2,455,617,374.53
Net Cash Flows from Financing Activities (771,333,883.86) (1,227,499,739.82)
IV. Effect of Foreign Exchange Rate Changes on Cash and (18,024,435.55) 13,094,570.72
V. Net Increase (Decrease) in Cash and Cash Equivalents 276,113,879.93 (244,432,396.34)
Add: Opening balance of Cash and Cash Equivalents (V)53(2) 542,079,799.39 786,512,195.73
VI. Closing Balance of Cash and Cash Equivalents (V)53(2) 818,193,679.32 542,079,799.39
The accompanying notes form part of the financial statements.
-9-
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2017
Cash Flow Statement of the Company
Unit: RMB
Amount incurred in Amount incurred in
Item Note the current period the previous period
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 269,045,995.41 242,290,965.55
Other cash receipts relating to operating activities 716,765,626.94 808,126,879.09
Sub-total of cash inflows 985,811,622.35 1,050,417,844.64
Cash payments for goods purchased and services received 78,023,594.34 71,852,072.97
Cash payments to and on behalf of employees 111,426,044.20 118,427,797.66
Payments of all types of taxes 10,127,012.26 6,394,756.31
Other cash payments relating to operating activities 247,511,704.35 673,179,988.69
Sub-total of cash outflows 447,088,355.15 869,854,615.63
Net Cash Flows from Operating Activities 538,723,267.20 180,563,229.01
II. Cash Flows from Investing Activities:
Cash receipts from investments income 63,576,674.42 260,243,067.32
Net cash receipts from disposal of fixed assets, intangible assets
2,693,776.59 2,304,251.36
and other long-term assets
Other cash receipts relating to investing activities 683,875,000.00 -
Sub-total of cash inflows 750,145,451.01 262,547,318.68
Cash payments to acquire or construct fixed assets, intangible
19,183,612.16 26,783,222.80
assets and other long-term assets
Other cash payments relating to investing activities 685,067,880.47 -
Sub-total of cash outflows 704,251,492.63 26,783,222.80
Net Cash Flows from Investing Activities 45,893,958.38 235,764,095.88
III. Cash Flows from Financing Activities:
Cash receipts from borrowings 163,436,000.00 216,662,000.00
Cash receipts from issue of bonds 99,850,000.00 850,000,000.00
Sub-total of cash inflows 263,286,000.00 1,066,662,000.00
Cash repayments of borrowings 380,000,000.00 1,400,000,000.00
Cash payments for distribution of dividends or profit or interest 333,589,040.71 315,547,137.22
Other cash payments relating to financing activities 402,325.25 2,702,654.14
Sub-total of cash outflows 713,991,365.96 1,718,249,791.36
Net Cash Flows from Financing Activities (450,705,365.96) (651,587,791.36)
IV. Effect of Foreign Exchange Rate Changes on Cash and (1,274,170.98) 1,046,355.96
V. Net Increase (Decrease) in Cash and Cash Equivalents 132,637,688.64 (234,214,110.51)
Add: Opening balance of Cash and Cash Equivalents 97,401,657.09 331,615,767.60
VI. Closing Balance of Cash and Cash Equivalents 230,039,345.73 97,401,657.09
The accompanying notes form part of the financial statements.
- 10 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2017
Consolidated Statement of Changes in Shareholders' Equity
Unit: RMB
2017 2016 (restated)
Attributable to shareholders of the parent Attributable to shareholders of the parent
Other Total Other Total
Capital comprehensive Surplus Unappropriated Minority shareholders' Capital comprehensive Surplus Unappropriated Minority shareholders'
Item Share capital reserve income Special reserve reserve profit Others interests equity Share capital reserve income Special reserve reserve profit Others interests equity
I. Closing balance of the
644,763,730.00 167,480,381.25 (8,039,646.43) 4,145,765.65 520,074,434.56 3,381,390,887.86 - 927,178,183.53 5,636,993,736.42 644,763,730.00 165,564,739.15 (7,889,646.43) 3,719,755.58 520,074,434.56 3,113,367,524.19 - 789,709,893.07 5,229,310,430.12
preceding year
Add: Changes in accounting
- - - - - - - - - - - - - - - - - -
policies
Corrections of prior period
- - - - - - - - - - - - - - - - - -
errors
Business combination
- - 26,864,990.92 - - - - 819,886,841.52 846,751,832.44 - - 26,864,990.92 - - - - 764,679,256.83 791,544,247.75
involving enterprises
Others - - - - - - - - - - - - - - - - - -
II. Opening balance of the year 644,763,730.00 167,480,381.25 18,825,344.49 4,145,765.65 520,074,434.56 3,381,390,887.86 - 1,747,065,025.05 6,483,745,568.86 644,763,730.00 165,564,739.15 18,975,344.49 3,719,755.58 520,074,434.56 3,113,367,524.19 - 1,554,389,149.90 6,020,854,677.87
III. Changes for the year - - 975,000.00 621,607.80 - 184,692,254.31 - (102,991,521.34) 83,297,340.77 - 1,915,642.10 (150,000.00) 426,010.07 - 268,023,363.67 - 192,675,875.15 462,890,890.99
(I) Total comprehensive income - - 975,000.00 - - 504,495,064.39 - 209,363,710.68 714,833,775.07 - - (150,000.00) - - 532,376,492.97 - 229,073,527.95 761,300,020.92
(II) Owners' contributions and
- - - - - - - - - - - - - - - - - -
reduction in capital
1．Capital contribution from
- - - - - - - - - - - - - - - - - -
shareholders
2．Share-based payment
- - - - - - - - - - - - - - - - - -
recognized in shareholders'
3．Others - - - - - - - - - - - - - - - - - -
(III) Profit distribution - - - - - (319,802,810.08) - (312,431,865.50) (632,234,675.58) - - - - - (264,353,129.30) - (36,392,732.50) (300,745,861.80)
1．Transfer to surplus reserve - - - - - - - - - - - - - - - - - -
2．Transfer to general reserve - - - - - - - - - - - - - - - - - -
3．Distributions to
- - - - - (319,802,810.08) - (312,431,865.50) (632,234,675.58) - - - - - (264,353,129.30) - (36,392,732.50) (300,745,861.80)
shareholders
4．Others - - - - - - - - - - - - - - - - - -
(IV) Transfers within
- - - - - - - - - - - - - - - - - -
shareholders' equity
1．Capitalization of capital
- - - - - - - - - - - - - - - - - -
reserve
2．Capitalization of surplus
- - - - - - - - - - - - - - - - - -
reserve
3．Loss made up by surplus
- - - - - - - - - - - - - - - - - -
reserve
4．Others - - - - - - - - - - - - - - - - - -
(V) Special reserve - - - 621,607.80 - - - 76,633.48 698,241.28 - - - 426,010.07 - - - (4,920.30) 421,089.77
1．Withdrawn in the period - - - 17,456,696.76 - - - 7,404,742.09 24,861,438.85 - - - 21,328,063.02 - - - 7,305,065.01 28,633,128.03
2．Utilized in the period - - - (16,835,088.96) - - - (7,328,108.61) (24,163,197.57) - - - (20,902,052.95) - - - (7,309,985.31) (28,212,038.26)
(VI) Others - - - - - - - - - - 1,915,642.10 - - - - - - 1,915,642.10
IV. Closing balance of the year 644,763,730.00 167,480,381.25 19,800,344.49 4,767,373.45 520,074,434.56 3,566,083,142.17 - 1,644,073,503.71 6,567,042,909.63 644,763,730.00 167,480,381.25 18,825,344.49 4,145,765.65 520,074,434.56 3,381,390,887.86 - 1,747,065,025.05 6,483,745,568.86
The accompanying notes form part of the financial statements.
- 11 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2017
Statement of Changes in Shareholders' Equity of the Company
Unit: RMB
2017
Other Other
comprehensive Unappropriated Total shareholders' comprehensive Unappropriated Total shareholders'
Item Share capital Capital reserve income Special reserve Surplus reserve profit equity Share capital Capital reserve income Special reserve Surplus reserve profit equity
I. Closing balance of the preceding year 644,763,730.00 240,001,254.59 5,672,500.00 1,027,543.25 520,074,434.56 634,765,399.86 2,046,304,862.26 644,763,730.00 239,043,433.54 5,822,500.00 1,465,450.61 520,074,434.56 703,644,298.05 2,114,813,846.76
Add: Changes in accounting policies - - - - - - - - - - - - - -
Corrections of prior period errors - - - - - - - - - - - - - -
Others - - - - - - - - - - - - - -
II. Opening balance of the year 644,763,730.00 240,001,254.59 5,672,500.00 1,027,543.25 520,074,434.56 634,765,399.86 2,046,304,862.26 644,763,730.00 239,043,433.54 5,822,500.00 1,465,450.61 520,074,434.56 703,644,298.05 2,114,813,846.76
III. Changes for the year - - 975,000.00 (1,027,543.25) - 411,707,778.17 411,655,234.92 - 957,821.05 (150,000.00) (437,907.36) - (68,878,898.19) (68,508,984.50)
(I) Total comprehensive income - - 975,000.00 - - 731,510,588.25 732,485,588.25 - - (150,000.00) - - 195,474,231.11 195,324,231.11
(II) Owners' contributions and reduction
- - - - - - - - - - - - - -
in capital
1．Capital contribution from
- - - - - - - - - - - - - -
shareholders
2．Share-based payment recognized in
- - - - - - - - - - - - - -
shareholders' equity
3．Others - - - - - - - - - - - - - -
(III) Profit distribution - - - - - (319,802,810.08) (319,802,810.08) - - - - - (264,353,129.30) (264,353,129.30)
1．Transfer to surplus reserve - - - - - - - - - - - - - -
2．Transfer to general reserve - - - - - - - - - - - - - -
3．Distributions to shareholders - - - - - (319,802,810.08) (319,802,810.08) - - - - - (264,353,129.30) (264,353,129.30)
4．Others - - - - - - - - - - - - - -
(IV) Transfers within shareholders'
- - - - - - - - - - - - - -
equity
1．Capitalization of capital reserve - - - - - - - - - - - - - -
2．Capitalization of surplus reserve - - - - - - - - - - - - - -
3．Loss made up by surplus reserve - - - - - - - - - - - - - -
4．Others - - - - - - - - - - - - - -
(V) Special reserve - - - (1,027,543.25) - - (1,027,543.25) - - - (437,907.36) - - (437,907.36)
1．Withdrawn in the period - - - 2,239,851.36 - - 2,239,851.36 - - - 2,621,610.60 - - 2,621,610.60
2．Utilized in the period - - - (3,267,394.61) - - (3,267,394.61) - - - (3,059,517.96) - - (3,059,517.96)
(VI) Others - - - - - - - - 957,821.05 - - - - 957,821.05
IV. Closing balance of the year 644,763,730.00 240,001,254.59 6,647,500.00 - 520,074,434.56 1,046,473,178.03 2,457,960,097.18 644,763,730.00 240,001,254.59 5,672,500.00 1,027,543.25 520,074,434.56 634,765,399.86 2,046,304,862.26
The accompanying notes form part of the financial statements.
- 12 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(I) GENERAL INFORMATION OF THE COMPANY
Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the \"Company\") was a
stock limited company incorporated on 16 January 1993.
The headquarters of the Company is located in Shenzhen, Guangdong Province. The Company
and its subsidiaries (collectively the \"Group\") are principally engaged in the provision of cargo
handling, warehousing, land and sea transportation services, cargo packing, agency business and
other services.
The company's and consolidated financial statements have been approved by the Board of
Directors on 5 March 2018.
The scope of consolidated financial statements in the current period involves 15 subsidiaries. See
Note (VII) \"Equity in other entities\" for details. Changes in the scope of consolidated financial
statements in the current period are subsidiaries acquired through business combination under
common control. See Note (VI) \"Changes in the consolidated scope\" for details.
(II) BASIS OF PREPARATION OF FINANCIAL STATEMENTS
Basis of preparation of financial statements
The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry
of Finance (MoF). In addition, the Group has disclosed relevant financial information in
accordance with Information Disclosure and Presentation Rules for Companies Offering
Securities to the Public No. 15 - General Provisions on Financial Reporting (Revised in 2014).
Basis of accounting and principle of measurement
The Group has adopted the accrual basis of accounting. Except for certain financial instruments
which are measured at fair value, the Group adopts the historical cost as the principle of
measurement of the financial statements. Upon being restructured into a stock company, the fixed
assets and intangible assets initially contributed by the state-owned shareholders are recognized
based on the valuation amounts confirmed by the state-owned assets administration department.
Where assets are impaired, provisions for asset impairment are made in accordance with the
relevant requirements.
Where the historical cost is adopted as the measurement basis, assets are recorded at the amount
of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the
time of their acquisition. Liabilities are recorded at the amount of proceeds or assets received or
the contractual amounts for assuming the present obligation, or, at the amounts of cash or cash
equivalents expected to be paid to settle the liabilities in the normal course of business.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date, regardless of whether
that price is directly observable or estimated using valuation technique. Fair value measurement
and/or disclosure in the financial statements are determined according to the above basis.
- 13 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(II) BASIS OF PREPARATION OF FINANCIAL STATEMENTS - continued
Basis of accounting and principle of measurement - continued
Fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the
inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurement in its entirety, which are described as follows:
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that
the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for
the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
Going Concern
The Group evaluated its going concern ability within 12 months since 31 December 2017. No
events or circumstances are noted, which could cause significant doubt upon the entity's ability to
continue as going concern. Hence, the financial statements have been prepared on a going concern
basis.
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES
All the following significant accounting policies and accounting estimates are based on
Accounting Standards for Business Enterprises (\"ASBE\").
1. Statement of compliance with the ASBE
The financial statements of the Company have been prepared in accordance with ASBE, and
present truly and completely, the Company's and consolidated financial position as of 31
December 2017, and the Company's and consolidated results of operations and cash flows for the
year then ended.
2. Accounting period
The Group has adopted the calendar year as its accounting year, e.g. from 1 January to 31
December.
3. Operating cycle
Buginese cycle is referred to the period from which an enterprise buys assets to manufacture to
the date it achieves cash or cash equivalents.
- 14 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
4. Functional currency
Renminbi (\"RMB\") is the currency of the primary economic environment in which the Company
and its subsidiaries operate. Therefore, the Company and its subsidiaries choose RMB as their
functional currency. The Group adopts RMB to prepare its financial statements.
5. The accounting treatment of business combinations involving or not involving enterprises
under common control
Business combinations are classified into business combinations involving enterprises under
common control and business combinations not involving enterprises under common control.
5.1 Business combinations involving enterprises under common control
A business combination involving enterprises under common control is a business combination in
which all of the combining enterprises are ultimately controlled by the same party or parties both
before and after the combination, and that control is not transitory.
Assets and liabilities obtained shall be measured at their respective carrying amounts as recorded
by the combining entities at the date of the combination. The difference between the carrying
amount of the net assets obtained and the carrying amount of the consideration paid for the
combination is adjusted to the share premium in capital reserve. If the share premium is not
sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
Costs that are directly attributable to the combination are charged to profit or loss in the period in
which they are incurred.
5.2 Business combinations not involving enterprises under common control and goodwill
A business combination not involving enterprises under common control is a business
combination in which all of the combining enterprises are not ultimately controlled by the same
party or parties before and after the combination.
The cost of combination is the aggregate of the fair values, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for
control of the acquire. Where a business combination not involving enterprises under common
control is achieved in stages that involve multiple transactions, the cost of combination is the sum
of the consideration paid at the acquisition date and the fair value at the acquisition date of the
acquirer's previously held interest in the acquiree. The intermediary expenses (fees in respect of
auditing, legal services, valuation and consultancy services, etc.) and other administrative
expenses attributable to the business combination are recognized in profit or loss in the periods
when they are incurred.
The acquiree's identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a
business combination that meet the recognition criteria shall be measured at fair value at the
acquisition date.
- 15 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
5. The accounting treatment of business combinations involving or not involving enterprises
under common control - continued
5.2 Business combinations not involving enterprises under common control and goodwill -
continued
Where the cost of combination exceeds the acquirer's interest in the fair value of the acquiree's
identifiable net assets, the difference is treated as an asset and recognized as goodwill, which is
measured at cost on initial recognition. Where the cost of combination is less than the acquirer's
interest in the fair value of the acquiree's identifiable net assets, the acquirer reassesses the
measurement of the fair values of the acquiree's identifiable assets, liabilities and contingent
liabilities and measurement of the cost of combination. If after that reassessment, the cost of
combination is still less than the acquirer's interest in the fair value of the acquiree's identifiable
net assets, the acquirer recognizes the remaining difference immediately in profit or loss for the
current period.
Goodwill arising on a business combination is measured at cost less accumulated impairment
losses, and is presented separately in the consolidated financial statements.
6. Preparation of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of
control. Control exists when the investor has power over the investee; is exposed, or has rights, to
variable returns from its involvement with the investee; and has the ability to use its power over
the investee to affect its returns. The Group reassesses whether or not it controls an investee if
facts and circumstances indicate that there are changes of the above elements of the definition of
control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiaries and
ceases when the Group loses control of the subsidiary.
For a subsidiary already disposed of by the Group, the operating results and cash flows before the
date of disposal (the date when control is lost) are included in the consolidated income statement
and consolidated statement of cash flows, as appropriate.
For subsidiaries acquired through a business combination involving enterprises not under
common control, the operating results and cash flows from the acquisition date (the date when
control is obtained) are included in the consolidated income statement and consolidated statement
of cash flows, as appropriate.
- 16 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
6. Preparation of consolidated financial statements - continued
No matter when the business combination occurs in the reporting period, subsidiaries acquired
through a business combination involving enterprises under common control are included in the
Group's scope of consolidation as if they had been included in the scope of consolidation from the
date when they first came under the common control of the ultimate controlling party. Their
operating results and cash flows from the date when they first came under the common control of
the ultimate controlling party are included in the consolidated income statement and consolidated
statement of cash flows, as appropriate.
The significant accounting policies and accounting periods adopted by the subsidiaries are
determined based on the uniform accounting policies and accounting periods set out by the
Company.
All significant intra-group balances and transactions are eliminated on consolidation.
The portion of subsidiaries' equity that is not attributable to the parent is treated as minority
interests and presented as \"minority interests\" in the consolidated balance sheet under
shareholders' equity. The portion of net profits or losses of subsidiaries for the period attributable
to minority interests is presented as \"minority interests\" in the consolidated income statement
under the \"net profit\" line item.
When the amount of loss for the period attributable to the minority shareholders of a subsidiary
exceeds the minority shareholders' portion of the opening balance of shareholders' equity of the
subsidiary, the excess amount is still allocated against minority interests.
Acquisition of minority interests or disposals of interests in a subsidiary that do not result in the
loss of control over the subsidiary are accounted for as equity transactions. The carrying amounts
of the parent's interests and minority interests are adjusted to reflect the changes in their relative
interests in the subsidiary. The difference between the amount by which the minority interests are
adjusted and the fair value of the consideration paid or received is adjusted to shareholders' equity
(capital reserve). If the capital reserve is not sufficient to absorb the difference, the excess are
adjusted against retained earnings.
When the Group loses control over a subsidiary due to disposal of equity investment or other
reason, any retained interest is re-measured at its fair value at the date when control is lost. The
difference between (i) the aggregate of the consideration received on disposal and the fair value of
any retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculated
from the acquisition date according to the original proportion of ownership interests is recognized
as investment income in the period in which control is lost, and the goodwill is offset accordingly.
Other comprehensive income associated with investment in the former subsidiary is reclassified to
investment income in the period in which control is lost.
- 17 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
7. Types of joint arrangements and the accounting treatment of joint operation
There are two types of joint arrangements - joint operations and joint ventures. The classification
of joint arrangements under is determined based on the rights and obligations of parties to the
joint arrangements by considering the structure, the legal form of the arrangements, the
contractual terms agreed by the parties to the arrangement. A joint operation is a joint
arrangement whereby the parties that have joint control of the arrangement have rights to the
assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint
arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the arrangement.
Investments in joint ventures are accounted for using the equity method by the Group, which is
detailed in Note (III) 13.3.2, a long-term equity investment is subject to for using the equity
method.
The Group as a joint operator recognizes the following items in relation to its interest in a joint
operation: (1) its solely-held assets, including its share of any assets held jointly; (2) its solely-
assumed liabilities, including its share of any liabilities incurred jointly; (3) its revenue from the
sale of its share of the output arising from the joint operation; (4) its share of the revenue from the
sale of the output by the joint operation; and (5) its solely-incurred expenses, including its share of
any expenses incurred jointly. The Group accounts for the recognized assets, liabilities, revenues
and expenses relating to its interest in a joint operation in accordance with the requirements
applicable to the particular assets, liabilities, revenues and expenses.
8. Recognition criteria of cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash
equivalents are the Group's short-term, highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
9. Foreign currency transactions
9.1 Transactions denominated in foreign currencies
A foreign currency transaction is recorded, on initial recognition, by applying the spot exchange
rate on the date of the transaction.
At the balance sheet date, foreign currency monetary items are translated into RMB using the spot
exchange rates at the balance sheet date. Exchange differences arising from the differences
between the spot exchange rates prevailing at the balance sheet date and those on initial
recognition or at the previous balance sheet date are recognized in profit or loss for the period,
except that (1) exchange differences related to a specific-purpose borrowing denominated in
foreign currency that qualify for capitalization are capitalized as part of the cost of the qualifying
asset during the capitalization period; (2) exchange differences related to hedging instruments for
the purpose of hedging against foreign currency risks are accounted for using hedge accounting;
(3) exchange differences arising from change in the carrying amounts other than the amortized
cost of available-for-sale monetary items are included in other comprehensive income.
- 18 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
9. Foreign currency transactions - continued
9.1 Transactions denominated in foreign currencies - continued
Foreign currency non-monetary items measured at historical cost are translated to the amounts in
functional currency at the spot exchange rates on the dates of the transactions; the amounts in
functional currency remain unchanged. Foreign currency non-monetary items measured at fair
value are re-translated at the spot exchange rate on the date the fair value is determined.
Difference between the re-translated functional currency amount and the original functional
currency amount is treated as changes in fair value including changes of exchange rate and is
recognized in profit and loss or included in other comprehensive income.
10. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the
contractual provisions of the instrument. Financial assets and financial liabilities are initially
measured at fair value. For financial assets and financial liabilities at fair value through profit or
loss, transaction costs are immediately recognized in profit or loss. For other financial assets and
financial liabilities, transaction costs are included in their initial recognized amounts.
10.1 Effective interest method
The effective interest method is a method of calculating the amortized cost of a financial asset or a
financial liability (or a group of financial assets or financial liabilities) and of allocating the
interest income or interest expense over the relevant period, using the effective interest rate. The
effective interest rate is the rate that exactly discounts estimated future cash flows through the
expected life of the financial asset or financial liability or, where appropriate, a shorter period to
the net carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Group estimates future cash flows considering all
contractual terms of the financial asset or financial liability (without considering future credit
losses), and also considers all fees paid or received between the parties to the contract giving rise
to the financial asset and financial liability that are an integral part of the effective interest rate,
transaction costs, and premiums or discounts etc.
10.2 Classification, recognition and measurement of financial assets
On initial recognition, the Group's financial assets are classified into one of the four categories,
including financial assets at fair value through profit or loss (\"FVTPL\"), held-to-maturity
investments, loans and receivables, and available-for-sale financial assets. All regular way
purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- 19 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.2 Classification, recognition and measurement of financial assets - continued
10.2.1 Financial Assets at Fair Value through Profit or Loss (\"FVTPL\")
Financial assets at fair value through profit or loss (\"FVTPL\") include financial assets held for
trading and those designated as at fair value through profit or loss.
A financial asset is classified as held for trading if one of the following conditions is satisfied: (1)
it has been acquired principally for the purpose of selling in the near term; or (2) on initial
recognition it is part of a portfolio of identified financial instruments that the Group manages
together and there is objective evidence that the Group has a recent actual pattern of short-term
profit-taking; or (3) it is a derivative that is not designated and effective as a hedging instrument,
or a financial guarantee contract, or a derivative that is linked to and must be settled by delivery
of an unquoted equity instrument (without a quoted price in an active market) whose fair value
cannot be reliably measured.
A financial asset may be designated as at FVTPL upon initial recognition only when one of the
following conditions is satisfied: (1) such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise result from measuring assets or
recognizing the gains or losses on them on different bases; or (2) the financial asset forms part of
a group of financial assets or a group of financial assets and financial liabilities, which is managed
and its performance is evaluated on a fair value basis, in accordance with the Group's documented
risk management or investment strategy, and information about the grouping is reported to key
management personnel on that basis; or (3) eligible hybrid instruments that contain embedded
derivatives.
Financial assets at FVTPL are subsequently measured at fair value. Any gains or losses arising
from changes in the fair value and any dividend or interest income earned on the financial assets
are recognized in profit or loss.
10.2.2 Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and fixed maturity dates that the Group's management has the positive intention and
ability to hold to maturity.
Held-to-maturity investments are subsequently measured at amortized cost using the effective
interest method. Gain or loss arising from derecognition, impairment or amortization is
recognized in profit or loss.
- 20 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.2 Classification, recognition and measurement of financial assets - continued
10.2.3 Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. Financial assets classified as loans and receivables by the
Group include notes receivable, accounts receivable, interest receivable, dividends receivable, and
other receivables.
Loans and receivables are subsequently measured at amortized cost using the effective interest
method. Gain or loss arising from derecognition, impairment or amortization is recognized in
profit or loss.
10.2.4 Available-for-sale financial assets
Available-for-sale financial assets include non-derivative financial assets that are designated on
initial recognition as available for sale, and financial assets that are not classified as financial
assets at fair value through profit or loss, loans and receivables or held-to-maturity investments.
Available-for-sale financial assets are subsequently measured at fair value, and gains or losses
arising from changes in the fair value are recognized as other comprehensive income and included
in the capital reserve, except that impairment losses and exchange differences related to amortized
cost of financial assets are recognized in profit or loss, until the financial assets are derecognized,
at which time the gains or losses are released and recognized in profit or loss.
Interests obtained and the dividends declared by the investee during the period in which the
available-for-sale financial assets are held, are recognized in investment gains.
Investments in equity instruments that do not have a quoted market price in an active market and
whose fair value cannot be reliably measured, and derivative financial assets that are linked to and
must be settled by delivery of such unquoted equity instruments are measured at cost.
10.3 Impairment of financial assets
The Group assesses at each balance sheet date the carrying amounts of financial assets other than
those at fair value through profit or loss. If there is objective evidence that a financial asset is
impaired, the Group determines the amount of any impairment loss. Objective evidence that a
financial asset is impaired is evidence that, arising from one or more events that occurred after the
initial recognition of the asset, the estimated future cash flows of the financial asset, which can be
reliably measured, have been affected.
- 21 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.3 Impairment of financial assets - continued
Objective evidence that a financial asset is impaired includes the following observable events:
(1) Significant financial difficulty of the issuer or obligor;
(2) A breach of contract by the borrower, such as a default or delinquency in interest or principal
payments;
(3) The Group, for economic or legal reasons relating to the borrower's financial difficulty,
granting a concession to the borrower;
(4) It becoming probable that the borrower will enter bankruptcy or other financial
reorganizations;
(5) The disappearance of an active market for that financial asset because of financial difficulties
of the issuer;
(6) Upon an overall assessment of a group of financial assets, observable data indicates that there
is a measurable decrease in the estimated future cash flows from the group of financial assets
since the initial recognition of those assets, although the decrease cannot yet be identified
with the individual financial assets in the group. Such observable data includes:
- Adverse changes in the payment status of borrower in the group of assets;
- Economic conditions in the country or region of the borrower which may lead to a failure to
pay the group of assets;
(7) Significant adverse changes in the technological, market, economic or legal environment in
which the issuer of equity instruments operates, indicating that the cost of the investment in
the equity instrument may not be recovered by the investor;
(8) A significant or prolonged decline in the fair value of an investment in an equity instrument
below its cost;
(9) Other objective evidence indicating there is an impairment of a financial asset.
- Impairment of financial assets measured at amortized cost
If financial assets carried at cost or amortized cost are impaired, the carrying amounts of the
financial assets are reduced to the present value of estimated future cash flows (excluding future
credit losses that have not been incurred) discounted at the financial asset's original effective
interest rate. The amount of reduction is recognized as an impairment loss in profit or loss. If,
subsequent to the recognition of an impairment loss on financial assets carried at amortized cost,
there is objective evidence of a recovery in value of the financial assets which can be related
objectively to an event occurring after the impairment is recognized, the previously recognized
impairment loss is reversed. However, the reversal does not result in a carrying amount of the
financial asset that exceeds what the amortized cost would have been had the impairment not been
recognized at the date the impairment is reversed.
- 22 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.3 Impairment of financial assets - continued
- Impairment of financial assets measured at amortized cost - continued
For a financial asset that is individually significant, the Group assesses the asset individually for
impairment. For a financial asset that is not individually significant, the Group assesses the asset
individually for impairment or includes the asset in a group of financial assets with similar credit
risk characteristics and collectively assesses them for impairment. If the Group determines that no
objective evidence of impairment exists for an individually assessed financial asset (whether
significant or not), it includes the asset in a group of financial assets with similar credit risk
characteristics and collectively assesses them for impairment. Assets for which an impairment
loss is individually recognized are not included in a collective assessment of impairment.
- Impairment of available-for-sale financial assets
When an available-for-sale financial asset is impaired, the cumulative loss arising from decline in
fair value previously recognized directly in other comprehensive income is reclassified from the
capital reserve to profit or loss. The amount of the cumulative loss that is reclassified from capital
reserve to profit or loss is the difference between the acquisition cost (net of any principal
repayment and amortization) and the current fair value, less any impairment loss on that financial
asset previously recognized in profit or loss.
If, subsequent to the recognition of an impairment loss on available-for-sale financial assets, there
is objective evidence of a recovery in value of the financial assets which can be related
objectively to an event occurring after the impairment is recognized, the previously recognized
impairment loss is reversed. The amount of reversal of impairment loss on available-for-sale
equity instruments is recognized as other comprehensive income and included in the capital
reserve, while the amount of reversal of impairment loss on available-for-sale debt instruments is
recognized in profit or loss.
- Impairment of financial assets measured at cost
If an impairment loss has been incurred on an investment in unquoted equity instrument (without
a quoted price in an active market) whose fair value cannot be reliably measured, or on a
derivative financial asset that is linked to and must be settled by delivery of such an unquoted
equity instrument, the carrying amount of the financial asset is reduced to the present value of
estimated future cash flows discounted at the current market rate of return for a similar financial
asset. The amount of reduction is recognized as an impairment loss in profit or loss. The
impairment loss on such financial asset is not reversed once it is recognized.
- 23 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.4 Transfer of financial assets
The Group derecognizes a financial asset if one of the following conditions is satisfied: (1) the
contractual rights to the cash flows from the financial asset expire; or (2) the financial asset has
been transferred and substantially all the risks and rewards of ownership of the financial asset is
transferred to the transferee; or (3) although the financial asset has been transferred, the Group
neither transfers nor retains substantially all the risks and rewards of ownership of the financial
asset but has not retained control of the financial asset.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a
financial asset, and it retains control of the financial asset, it recognizes the financial asset to the
extent of its continuing involvement in the transferred financial asset and recognizes an associated
liability. The extent of the Group's continuing involvement in the transferred asset is the extent to
which it is exposed to changes in the value of the transferred asset.
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, the
difference between (1) the carrying amount of the financial asset transferred; and (2) the sum of
the consideration received from the transfer and any cumulative gain or loss that has been
recognized in other comprehensive income, is recognized in profit or loss.
If a part of the transferred financial asset qualifies for derecognition, the carrying amount of the
transferred financial asset is allocated between the part that continues to be recognized and the
part that is derecognized, based on the respective fair values of those parts. The difference
between (1) the carrying amount allocated to the part derecognized; and (2) the sum of the
consideration received for the part derecognized and any cumulative gain or loss allocated to the
part derecognized which has been previously recognized in other comprehensive income, is
recognized in profit or loss
10.5 Classification, recognition and measurement of financial liabilities
Debt and equity instruments issued by the Group are classified into financial liabilities or equity
on the basis of the substance of the contractual arrangements and definitions of financial liability
and equity instrument.
On initial recognition, financial liabilities are classified into financial liabilities at fair value
through profit or loss and other financial liabilities.
- 24 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.5 Classification and recognition of financial liabilities
10.5.1 Financial liabilities at fair value through profit or loss
Financial liabilities at FVTPL consist of financial liabilities held for trading and those designated
as at FVTPL on initial recognition.
A financial liability is classified as held for trading if one of the following conditions is satisfied:
(1) It has been acquired principally for the purpose of repurchasing in the near term; or (2) On
initial recognition it is part of a portfolio of identified financial instruments that the Group
manages together and there is objective evidence that the Group has a recent actual pattern of
short-term profit-taking; or (3) It is a derivative, except for a derivative that is a designated and
effective hedging instrument, or a financial guarantee contract, or a derivative that is linked to and
must be settled by delivery of an unquoted equity instrument (without a quoted price in an active
market) whose fair value cannot be reliably measured.
A financial liability may be designated as at FVTPL upon initial recognition only when one of the
following conditions is satisfied: (1) such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise result from measuring liabilities
or recognizing the gains or losses on them on different bases; or (2) the financial liability forms
part of a group of financial liabilities or a group of financial assets and financial liabilities, which
is managed and its performance is evaluated on a fair value basis, in accordance with the Group's
documented risk management or investment strategy, and information about the grouping is
reported to key management personnel on that basis; or (3) eligible hybrid instruments that
contain embedded derivatives.
Financial liabilities at FVTPL are subsequently measured at fair value, and any gains or losses
arising from changes in the fair value or any dividend or interest expense related with the
financial liabilities are recognized in profit or loss.
10.5.2 Other financial liabilities
For a derivative liability that is linked to and must be settled by delivery of an unquoted equity
instrument (without a quoted price in an active market) whose fair value cannot be reliably
measured, it is subsequently measured at cost. Other financial liabilities are subsequently
measured at amortized cost using the effective interest method, with gains or losses arising from
derecognition or amortization recognized in profit or loss.
- 25 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
10. Financial instruments - continued
10.5 Classification and recognition of financial liabilities - continued
10.5.3 Financial guarantee contracts
A financial guarantee contract is a contract by which the guarantor and the lender agree that the
guarantor would settle the debts or bear obligations in accordance with terms of the contract in
case the borrower fails to settle the debts. Financial guarantee contracts that are not designated as
financial liabilities at fair value through profit or loss, are initially measured at their fair values
less the directly attributable transaction costs. Subsequent to initial recognition, they are measured
at the higher of: (i) the amount determined in accordance with Accounting Standard for Business
Enterprises No. 13 - Contingencies; and (ii) the amount initially recognized less cumulative
amortization recognized in accordance with the principles set out in Accounting Standard for
Business Enterprises No. 14 - Revenue.
10.6 Derecognition of Financial Liabilities
The Group derecognizes a financial liability (or part of it) when the underlying present obligation
(or part of it) is discharged. An agreement between the Group (an existing borrower) and an
existing lender to replace the original financial liability with a new financial liability with
substantially different terms is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability.
When the Group derecognizes a financial liability or a part of it, it recognizes the difference
between the carrying amount of the financial liability (or part of the financial liability)
derecognized and the consideration paid (including any non-cash assets transferred or new
financial liabilities assumed) in profit or loss.
10.7 Offsetting financial assets and financial liabilities
Where the Group has a legal right that is currently enforceable to set off the recognized amounts,
and intends either to settle on a net basis, or to realize the financial asset and settle the financial
liability simultaneously, a financial asset and a financial liability shall be offset with the net
amount presented in the balance sheet. Except for the circumstances above, financial assets and
financial liabilities shall be presented separately in the balance sheet and shall not be offset.
10.8 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. The issuance including refinancing, repurchase, sale or
cancellation of equity instrument of the Group is recognized as movement of shareholders' equity.
The Group does not recognize any changes in the fair value of equity instruments. Transaction
costs associated with equity transactions are deducted from shareholders' equity.
The distributions made by the Group to holders of the equity instruments are recognized as profit
distribution. Any issuance of stock dividends do not affect the shareholders' equity.
- 26 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
11. Receivables
11.1 Receivables that are individually significant and for which bad debt provision is individually
assessed
Basis or monetary criteria for
The accounts receivables amount over RMB 5,000,000.00 are
determining individually significant
recognized as individually significant receivables by the Group.
receivables
For receivables that are individually significant, the Group assesses the
Provision methods for receivables that receivables individually for impairment; for a financial asset that is not
are individually significant and for impaired individually, the Group includes the asset in a group of
financial assets with similar credit risk characteristics and collectively
which bad debt provision is assesses them for impairment. Receivables for which an impairment
individually assessed loss is individually recognized are not included in a collective
assessment of impairment.
11.2 Receivables for which bad debt provision is collectively assessed on a credit risk portfolio
basis
Basis for determining a portfolio
Portfolio 1 The portfolio primarily includes amounts due from related parties of
the Group, deposits and petty cash etc.
Portfolio 2 This portfolio excludes amounts due from related parties of the Group,
deposits and petty cash etc.
Bad debt provision methods for a portfolio
Portfolio 1 Specific Identification Method
Portfolio 2 Aging Analysis Method
Portfolios that use aging analysis for bad debt provision:
Provision proportion for Provision proportion for
Aging accounts receivable (%) other receivables (%)
Within 180 days (inclusive) 0-3 0-3
More than 181 days but not exceeding year 5
More than 1 year but not exceeding 2 years 20
More than 2 years but not exceeding 3 years 50
More than 3 years 100
11.3 Accounts receivable that are not individually significant but for which individual bad debt
provision is individually assessed:
As objective evidence indicates the Group is unable to collect the
Reasons for making individual bad debt
receivables under original terms, the company makes individual bad
provision
debt provision.
Under bad debt provision method, the provision is recognized by the
Bad debt provision methods differences between the expected present value of future cash flows
and carrying value.
- 27 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
12. Inventories
12.1 Categories of inventories
Inventories include spare parts, fuel, and low value consumables. Inventories are initially
measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and
other expenditures incurred in bringing the inventories to their present location and condition.
12.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method.
12.3 Basis for determining net realizable value of inventories and provision methods for decline
in value of inventories
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If
the cost of inventories is higher than the net realizable value, a provision for decline in value of
inventories is made. Net realizable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion, the estimated costs necessary to make the sale and
relevant taxes. Net realizable value is determined on the basis of clear evidence obtained, after
taking into consideration the purposes of inventories being held and effect of post balance sheet
events.
Provision for decline in value of other inventories is made based on the excess of cost of
inventory over its net realizable value on an item-by-item basis.
After the provision for decline in value of inventories is made, if the circumstances that
previously caused inventories to be written down below cost no longer exist so that the net
realizable value of inventories is higher than their cost, the original provision for decline in value
is reversed and the reversal is included in profit or loss for the period.
12.4 Inventory count system
The perpetual inventory system is maintained for stock system.
12.5 Amortization methods for low cost and short-lived consumable items and packaging
materials
Packaging materials and low cost and short-lived consumable items are amortized using the
immediate write-off method.
- 28 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
13. Non-current assets held for sale and disposal group
When the Group withdraw the book value of certain assets or disposal group mainly through
disposal instead of continual application, the assets should be classified as held-for-sale assets.
Assets or disposal group classified as held-for-sale assets should meat following conditions: (1)
The current status is available for immediate distribution according to similar transactions of this
category of assets or disposal group; (2) The transaction is likely to occur, i.e. the Group has made
its resolution over the distribution arrangements and acquired purchase commitment. Also the
distribution is going to be fulfilled within a year.
If the holding company loses control of its subsidiary for reasons like subsidiary disposal, in
regardless of whether the holding company still keeps part of equity investment, once the
proposed investment disposal meets the requirements of being classified as available for sale
assets in the holding company's individual statement, all assets and liabilities of the subsidiary
should be classified as held-for-sale in consolidated financial statement.
The group's non-current assets and disposal group are measured at the lower of book value and
the net value of fair value less costs to sell. Once the book value is higher than the net value of
fair value less costs to sell, the book value should be adjusted to the net value and the excess
should be recognized as impairment losses and provision for held-for-sale assets impairment
should be made. A gain and a reverse in the previous provision for held-for-sale assets
impairment can be recognized for any increase in fair value less costs to sell at subsequent
balance sheet dates, to the extent that it is not in excess of the cumulative impairment loss that has
been recognized.
Non-current held-for-sale assets is not subject to depreciation and amortization. The creditor
interest and other expenses of disposal group classified as held-for-sale asset should still be
recognized.
Once the associate or joint venture equity investment is completely or partly classified as held-
for-sale assets, the classified part of the investment is not subject to equity method measurement.
14. Long-term equity investments
14.1 Basis for determining joint control and significant influence over investee
Control is archived when the Group has the power over the investee and has rights to variable
returns from its involvement with the investee; and has the ability to use its power to affect its
returns. Joint control is the contractually agreed sharing of control over an economic activity, and
exists only when the strategic financial and operating policy decisions relating to the activity
require the unanimous consent of the parties sharing control. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint
control over those policies. When determining whether an investing enterprise is able to exercise
control or significant influence over an investee, the effect of potential voting rights of the
investee (for example, warrants and convertible debts) held by the investing enterprises or other
parties that are currently exercisable or convertible shall be considered.
- 29 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
14. Long-term equity investments - continued
14.2 Determination of investment cost
For a long-term equity investment acquired through a business combination involving enterprises
under common control, the investment cost of the long-term equity investment is the attributable
share of the carrying amount of the shareholders' equity of the acquiree at the date of combination.
The difference between the initial investment cost and the carrying amount of cash paid, non-cash
assets transferred and liabilities assumed shall be adjusted to capital reserve. If the balance of
capital reserve is not sufficient, any excess shall be adjusted to retained earnings. If the
consideration of the combination is satisfied by the issue of equity securities, the initial
investment cost of the long-term equity investment shall be the share of party being absorbed of
the owners' equity in the consolidated financial statements of the ultimate controlling party at the
date of combination. The aggregate face value of the shares issued shall be accounted for as share
capital. The difference between the initial investment cost and the aggregate face value of the
shares issued shall be adjusted to capital reserve. If the balance of capital reserve is not sufficient,
any excess shall be adjusted to retained earnings.
For a long-term equity investment acquired through business combination not involving
enterprises under common control, the investment cost of the long-term equity investment
acquired is the cost of acquisition.
The absorbing party's or purchaser's intermediary expenses (fees in respect of auditing, legal
services, valuation and consultancy services, etc.) and other administrative expenses attributable
to the business combination are recognized in profit or loss in the periods when they are incurred.
The long-term equity investment acquired otherwise than through a business combination is
initially measured at its cost. When the entity is able to exercise significant influence or joint
control (but not control) over an investee due to additional investment, the cost of long-term
equity investments is the sum of the fair value of previously-held equity investments determined
in accordance with Accounting Standard for Business Enterprises No.22–Financial Instruments:
Recognition and Measurement of (CAS 22) and the additional investment cost.
14.3 Subsequent measurement and recognition of profit or loss
14.3.1 A long-term equity investment accounted for using the cost method
Long-term equity investments in subsidiaries are accounted for using the cost method in the
Company's separate financial statements. A subsidiary is an investee that is controlled by the
Group.
Under the cost method, a long-term equity investment is measured at initial investment cost.
Additional or withdrawing investment would affect the cost of long-term equity investment.
Investment income is recognized in the period in accordance with the attributable share of cash
dividends or profit distributions declared by the investee.
- 30 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
14. Long-term equity investments - continued
14.3 Subsequent measurement and recognition of profit or loss - continued
14.3.2 A long-term equity investment accounted for using the equity method
Except associate and joint venture investment completely or partly classified as available for sale,
and The Group accounts for investment in associates and joint ventures using the equity method.
An associate is an entity over which the Group has significant influence and a joint venture is a
joint arrangement whereby the parties that have joint control of the arrangement have rights to the
net assets of the joint arrangement.
Under the equity method, where the initial investment cost of a long-term equity investment
exceeds the Group's share of the fair value of the investee's identifiable net assets at the time of
acquisition, no adjustment is made to the initial investment cost. Where the initial investment cost
is less than the Group's share of the fair value of the investee's identifiable net assets at the time of
acquisition, the difference is recognized in profit or loss for the period, and the cost of the long-
term equity investment is adjusted accordingly.
Under the equity method, the Group recognizes its share of the other comprehensive income and
net profit or loss of the investee for the period as other comprehensive income and investment
income or loss respectively for the period, and the carrying amount of the long-term equity
investment is adjusted accordingly. The carrying amount of the investment shall be reduced by the
portion of any profit distributions or cash dividends declared by the investee that is distributed to
the investing enterprise. The investing enterprise shall adjust the carrying amount of the long-term
equity investment for other changes in owners' equity of the investee (other than net profits or
losses, other comprehensive income and profit distribution), and include the corresponding
adjustment in capital reserve. The Group recognizes its share of the investee's net profit or loss
based on the fair value of the investee's individually identifiable assets at the acquisition date after
making appropriate adjustments. Where the accounting policies and accounting period adopted by
the investee are different from those of the investing enterprise, the investing enterprise shall
adjust the financial statements of the investee to conform to its own accounting policies and
accounting period, and recognize other comprehensive income and investment income or losses
based on the adjusted financial statements. Unrealized profits or losses resulting from the Group's
transactions and assets invested or sold that are not recognized as business transactions with its
associates and joint ventures are recognized as investment income or loss to the extent that those
attributable to the Group's, equity interest are eliminated. However, unrealized losses resulting
from the Group's transactions with its associates and joint ventures which represent impairment
losses on the transferred assets are not eliminated.
The Group discontinues recognizing its share of net losses of the investee after the carrying
amount of the long-term equity investment together with any long-term interests that in substance
form part of its net investment in the investee are reduced to zero. Except that if the Group has
incurred obligations to assume additional losses, a provision is recognized according to the
obligation expected, and recorded in the investment loss for the period. Where net profits are
subsequently made by the investee, the Group resumes recognizing its share of those profits only
after its share of the profits exceeds the share of losses previously not recognized.
- 31 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
14. Long-term equity investments - continued
14.4 Disposal of long-term equity investments
On disposal of a long-term equity investment, the difference between the proceeds actually
received and receivable and the carrying amount is recognized in profit or loss for the period.
For long-term equity investments accounted for using the equity method, if the remaining interest
after disposal is still accounted for using the equity method, other comprehensive income
previously recognized for using the equity method is accounted for on the same basis as would
have been required if the investee had directly disposed of related assets or liabilities, and
transferred to profit or loss for the period on a pro rata basis; owners' equity recognized due to
changes in other owners' equity of the investee (other than net profit or loss, other comprehensive
income and profit distribution) is transferred to profit or loss for the period on a pro rata basis.
For long-term equity investments accounted for using the cost method, if the remaining interest
after disposal is still accounted for using the cost method, other comprehensive income previously
recognized for using the equity method or in accordance with the standards for the recognition
and measurement of financial instruments before obtaining the control over the investee, is
accounted for on the same basis as would have been required if the investee had directly disposed
of related assets or liabilities, and transferred to profit or loss for the period on a pro rata basis;
changes in other owners' equity in the investee's net assets recognized under the equity method
(other than net profit or loss, other comprehensive income and profit distribution) is transferred to
profit or loss for the period on a pro rata basis.
15. Investment properties
Investment property is property held to earn rentals or for capital appreciation or both. It includes
a land use right that is leased out; a land use right held for transfer upon capital appreciation; and
a building that is leased out.
An investment property is measured initially at cost. Subsequent expenditures incurred for such
investment property are included in the cost of the investment property if it is probable that
economic benefits associated with an investment property will flow to the Group and the
subsequent expenditures can be measured reliably, other subsequent expenditures are recognized
in profit or loss in the period in which they are incurred.
The Group uses the cost model for subsequent measurement of investment property, and adopts a
depreciation or amortization policy for the investment property which is consistent with that for
buildings or land use rights.
When an investment property is sold, transferred, retired or damaged, the Group recognizes the
amount of any proceeds on disposal net of the carrying amount and related taxes in profit or loss
for the period.
- 32 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
16. Fixed assets
16.1 Recognition criteria for fixed assets
Fixed assets are tangible assets that are held for use in the production or supply of goods or
services, for rental to others, or for administrative purposes, and have useful lives of more than
one accounting year. A fixed asset is recognized only when it is probable that economic benefits
associated with the asset will flow to the Group and the cost of the asset can be measured reliably.
Fixed assets are initially measured at cost. Upon being restructured into a stock company, the
fixed assets initially contributed by the state-owned shareholders are recognized based on the
valuation amounts confirmed by the state-owned assets administration department.
Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and
if it is probable that economic benefits associated with the asset will flow to the Group and the
subsequent expenditures can be measured reliably. Meanwhile the carrying amount of the
replaced part is derecognized. Other subsequent expenditures are recognized in profit or loss in
the period in which they are incurred.
16.2 Depreciation of each category of fixed assets
A fixed asset is depreciated over its useful life using the straight-line method starting from the
month subsequent to the one in which it is ready for intended use. The useful life, estimated net
residual value rate and annual depreciation rate of each category of fixed assets are as follows:
Estimated Estimated Annual
Category useful lives residual value depreciation rate
Port and terminal facilities 5-50year 10% 1.8%-18%
Container yards and buildings 5-40year 10% 2.25%-18%
Mechanical equipment 5-15year 10% 6%-18%
Motor vehicles, cargo ships and tugboats 5-20year 10% 4.5%-18%
Other equipment 5year 10% 18%
Estimated net residual value of a fixed asset is the estimated amount that the Group would
currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the
asset were already of the age and in the condition expected at the end of its useful life.
16.3 Other explanations
If a fixed asset is upon disposal or no future economic benefits are expected to be generated from
its use or disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired
or damaged, the amount of any proceeds on disposal of the asset net of the carrying amount and
related taxes is recognized in profit or loss for the period.
The Group reviews the useful life and estimated net residual value of a fixed asset and the
depreciation method applied at least once at each financial year-end, and account for any change
as a change in an accounting estimate.
- 33 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
17. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include various
construction expenditures during the construction period, borrowing costs capitalized before it is
ready for intended use and other relevant costs. Construction in progress is not depreciated.
Construction in progress is transferred to a fixed asset when it is ready for intended use.
18. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying
asset are capitalized when expenditures for such asset and borrowing costs are incurred and
activities relating to the acquisition, construction or production of the asset that are necessary to
prepare the asset for its intended use or sale have commenced. Capitalization of borrowing costs
ceases when the qualifying asset being acquired, constructed or produced becomes ready for its
intended use or sale. Capitalization of borrowing costs is suspended during periods in which the
acquisition, construction or production of a qualifying asset is interrupted abnormally and when
the interruption is for a continuous period of more than 3 months. Capitalization is suspended
until the acquisition, construction or production of the asset is resumed. Other borrowing costs are
recognized as an expense in the period in which they are incurred.
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be
capitalized is the actual interest expense incurred on that borrowing for the period less any bank
interest earned from depositing the borrowed funds before being used on the asset or any
investment income on the temporary investment of those funds. Where funds are borrowed under
general-purpose borrowings, the Group determines the amount of interest to be capitalized on
such borrowings by applying a capitalization rate to the weighted average of the excess of
cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The
capitalization rate is the weighted average of the interest rates applicable to the general-purpose
borrowings.
During the capitalization period, exchange differences related to a specific-purpose borrowing
denominated in foreign currency are all capitalized. Exchange differences in connection with
general-purpose borrowings are recognized in profit or loss in the period in which they are
incurred.
19. Intangible assets
Intangible assets include land use rights, sea area use rights and computer software.
An intangible asset is measured initially at cost. Upon being restructured into a stock company,
the intangible assets initial contributed by the state-owned shareholders are recognized based on
the valuation amounts confirmed by the state-owned assets administration department. When an
intangible asset with a finite useful life is available for use, its original cost is amortized over its
estimated useful life.
- 34 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
19. Intangible assets - continued
Residual
Category Amortization method Estimated useful lives (years) value (%)
Land use rights Straight-line method 20-50 -
Computer software Straight-line method 5 -
Sea area use rights Straight-line method 5-50 -
Coastal line use rights Straight-line method 41.9-44.3 -
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization
method at the end of the period, and makes adjustments when necessary.
20. Impairment of long-term assets
The Group assesses at the balance sheet date whether there is any indication that the long-term
equity investments, investment properties measured at cost method, construction in progress,
fixed assets and intangible assets with a finite useful life may be impaired. If there is any
indication that such assets may be impaired, recoverable amounts are estimated for such assets.
Intangible assets with indefinite useful life and intangible assets not yet available for use are
tested for impairment annually, irrespective of whether there is any indication that the assets may
be impaired.
Recoverable amount is estimated on individual basis. If it is not practical to estimate the
recoverable amount of an individual asset, the recoverable amount of the asset group to which the
asset belongs will be estimated. The recoverable amount of an asset is the higher of its fair value
less costs of disposal and the present value of the future cash flows expected to be derived from
the asset.
If the recoverable amount of an asset or an asset group is less than its carrying amount, the deficit
is accounted for as an impairment loss and is recognized in profit or loss.
Goodwill is tested for impairment at least at the end of each year. For the purpose of impairment
testing, goodwill is considered together with the related assets groups, i.e., goodwill is reasonably
allocated to the related assets groups or each of assets groups expected to benefit from the
synergies of the combination. In testing an assets group with goodwill for impairment, an
impairment loss is recognized if the recoverable amount of the assets group or sets of assets
groups (including goodwill) is less than its carrying amount. The impairment loss is firstly
allocated to reduce the carrying amount of any goodwill allocated to such assets group or sets of
assets groups, and then to the other assets of the group pro-rata basis on the basis of the carrying
amount of each asset (other than goodwill) in the group.
Once the impairment loss of above-mentioned asset is recognized, it shall not be reversed in any
subsequent period.
- 35 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
21. Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and amortized over
the current and subsequent periods (together of more than one year). Long-term prepaid expenses
are amortized using the straight-line method over the expected periods in which benefits are
derived.
22. Employee benefits
22.1 The accounting treatment of short-term employee benefits
Actually occurred short-term employee benefits are recognized as liabilities, with a corresponding
charge to the profit or loss for the period or in the costs of relevant assets in the accounting period
in which employees provide services to the Group. Staff welfare expenses incurred by the Group
are recognized in profit or loss for the period or the costs of relevant assets based on the actually
occurred amounts when it actually occurred. Non-monetary staff welfare expenses are measured
at fair value.
Payment made by the Group of social security contributions for employees such as premiums or
contributions on medical insurance, work injury insurance and maternity insurance, etc. and
payments of housing funds, as well as union running costs and employee education costs provided
in accordance with relevant requirements, are calculated according to prescribed bases and
percentages in determining the amount of employee benefits and recognized as relevant liabilities,
with a corresponding charge to the profit or loss for the period or the costs of relevant assets in the
accounting period in which employees provide services.
22.2 The accounting treatment of post-employment benefits
All the post-employment benefits are defined contribution plans.
The contribution payable to the defined contribution plan is recognized as liabilities, with a
corresponding charge to the profit or loss for the period or in the costs of relevant assets in the
accounting period in which employees provide services to the Group.
22.3 The accounting treatment of termination benefits
When the Group provides termination benefits to employees, employee benefit liabilities are
recognized for termination benefits, with a corresponding charge to the profit or loss for the
period at the earlier of: (1) when the Group cannot unilaterally withdraw the offer of termination
benefits because of the termination plan or a curtailment proposal; and (2) when the Group
recognizes costs or expenses related to restructuring that involves the payment of termination
benefits.
- 36 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
23. Provisions
Provisions are recognized when the Group has a present obligation related with contingencies, it
is probable that the Group will be required to settle that obligation causing an outflow of
economic benefits, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle
the present obligation at balance sheet date, taking into account the risks, uncertainties and time
value of money surrounding the obligation. When a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those cash
flows where the effect of the time value of money is material.
When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognized as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable should not exceed the carrying
amount of provisions.
24. Revenue
24.1 Revenue from rendering of services
The Group provides load and unload services, tugboat and trailer services, logistics agency and
other related harbor services to customers. Revenue from rendering of services is recognized
when (1) the amount of revenue can be measured reliably; (2) it is probable that the associated
economic benefits will flow to the enterprise; and (3) the associated costs incurred or to be
incurred can be measured reliably.
The operating lease income of investment property should be recognized in the lease term at the
price stated in contract or agreements using the straight-line method.
24.2 Interest income
Interest income is calculated based on the length of time for which the Group's cash is used by
others and the applicable interest rate.
25. Government grants
Government grants are transfer of monetary assets or non-monetary assets from the government to
the Group at no consideration. A government grant is recognized only when the Group can
comply with the conditions attached to the grant and the Group will receive the grant.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount
received or receivable.
Government grants, such as special funds for modern logistics project and special funds for
energy-saving and emission reduction of transportation, are government grants related to assets as
they are all related to the construction and use of assets.
- 37 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
25. Government grants - continued
25.1 The accounting treatment of government grants related to assets
A government grant related to an asset is recognized as deferred income, and evenly amortized to
profit or loss over the useful life of the related asset.
25.2 The accounting treatment of government grants related to income
The Group's government grant, such as financial support funds of business tax converted to VAT
and reward for energy saving, if used to compensate the related expenses or losses to be incurred
in subsequent periods, is determined to be government grant relating to income.
A government grant relating to income, if used to compensate the related cost, expenses or losses
to be incurred in subsequent periods, is determined as deferred income and recognized in profit or
loss over the periods in which the related costs are recognized; if used to compensate the related
cost, expenses or losses already incurred, is recognized immediately in profit or loss for the period.
A government grant relating to the Group's daily activities, is recognized in other income in line
with the nature of economic transaction. A government grant not relating to the Group's daily
activities, is recognized in non-operating income.
26. Deferred tax assets/ deferred tax liabilities
The income tax expenses include current income tax and deferred income tax.
26.1 Current income tax
At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods
are measured at the amount expected to be paid (or recovered) according to the requirements of
tax laws.
26.2 Deferred tax assets and deferred tax liabilities
For temporary differences between the carrying amounts of certain assets or liabilities and their
tax base, or between the nil carrying amount of those items that are not recognized as assets or
liabilities and their tax base that can be determined according to tax laws, deferred tax assets and
liabilities are recognized using the balance sheet liability method.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred
tax assets for deductible temporary differences are recognized to the extent that it is probable that
taxable profits will be available against which the deductible temporary differences can be utilized.
However, for temporary differences associated with the initial recognition of goodwill and the
initial recognition of an asset or liability arising from a transaction (not a business combination)
that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of
transaction, no deferred tax asset or liability is recognized.
- 38 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
26. Deferred tax assets/ deferred tax liabilities - continued
26.2 Deferred tax assets and deferred tax liabilities - continued
For deductible losses and tax credits that can be carried forward, deferred tax assets are
recognized to the extent that it is probable that future taxable profits will be available against
which the deductible losses and tax credits can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with
investments in subsidiaries and associates, and interests in joint ventures, except where the Group
is able to control the timing of the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only
recognized to the extent that it is probable that there will be taxable profits against which to utilize
the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates
applicable in the period in which the asset is realized or the liability is settled according to tax
laws.
Current and deferred tax expenses or income are recognized in profit or loss for the period, except
when they arise from transactions or events that are directly recognized in other comprehensive
income or in equity, in which case they are recognized in other comprehensive income or in
equity, and when they arise from business combinations, in which case they adjust the carrying
amount of goodwill.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it
is no longer probable that sufficient taxable profits will be available in the future to allow the
benefit of deferred tax assets to be utilized. Any such reduction in amount is reversed when it
becomes probable that sufficient taxable profits will be available.
26.3 Offset of income tax
When the Group has a legal right to settle on a net basis and intends either to settle on a net basis
or to realize the assets and settle the liabilities simultaneously, current tax assets and current tax
liabilities are offset and presented on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and
deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities which intend either to settle
current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously,
in each future period in which significant amounts of deferred tax assets or liabilities are expected
to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net
basis.
- 39 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
27. Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
27.1 The accounting treatment of operating leases
27.1.1 The Group as lessee under operating leases
Operating lease payments are recognized on a straight-line basis over the term of the relevant
lease, and are either included in the cost of related asset or charged to profit or loss for the period.
Initial direct costs incurred are charged to profit or loss for the period. Contingent rents are
charged to profit or loss in the period in which they are actually incurred.
27.1.2 The Group as lessor under operating leases
Rental income from operating leases is recognized in profit or loss on a straight-line basis over the
term of the relevant lease. Initial direct costs with more than an insignificant amount are
capitalized when incurred, and are recognized in profit or loss on the same basis as rental income
over the lease term. Other initial direct costs with an insignificant amount are charged in profit or
loss in the period in which they are incurred. Contingent rents are charged to profit or loss in the
period in which they actually arise.
28. Safety Production Cost
According to the Administrative Rules on Provision and Use of Enterprise Safety Production Cost
jointly issued by the Ministry of Finance and the State Administration of Work Safety on 14
February 2012 (filed as Cai Qi [2012] No. 16), safety production cost set aside by the Group is
directly included in the cost of relevant products or recognized in profit or loss for the period, as
well as the special reserve. When safety production cost set aside is utilized, if the costs incurred
can be categorized as expenditure, the costs incurred should be charged against the special reserve.
If the costs set aside are used to build up fixed assets, the costs should be charged to construction
in progress, and reclassified to fixed assets when the safety projects are ready for intended use.
Meantime, expenditures in building up fixed assets are directly charged against the special reserve
with the accumulated depreciation recognized at the same amount. Depreciation will not be made
in the future period on such fixed assets.
29. Critical judgments in applying accounting policies and key assumptions and
uncertainties in accounting estimates
In the application of accounting policies as set out in Note (III), the Company is required to make
judgments, estimates and assumptions about the carrying amounts of items in the financial
statements that cannot be measured accurately, due to the internal uncertainty of the operating
activities. These judgments, estimates and assumptions are based on historical experiences of the
Company's management as well as other factors that are considered to be relevant. Actual results
may differ from these estimates.
- 40 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
29. Critical judgments in applying accounting policies and key assumptions and
uncertainties in accounting estimates - continued
The Company regularly reviews the judgments, estimates and assumptions on a going concern
basis. Changes in accounting estimates which only affect the current period should be recognized
in current period; changes which not only affect the current but the future periods should be
recognized in current and future periods. At the balance sheet date, key assumptions and
uncertainties that are likely to lead to significant adjustments to the book values of assets and
liabilities in the future are:
Goodwill impairment
For the purpose of impairment testing, the present value of the expected future cash flows of the
assets group or portfolio including goodwill shall be calculated, and such expected future cash
flows shall be estimated. Meantime, a pre-tax rate shall be determined that should reflect the time
value of money on the current market and the specific asset risks.
Recognition of deferred tax
The Group calculates and makes provision for deferred income tax liabilities according to the
profit distribution plan of subsidiaries, associates and the joint ventures subject to the related law.
For retained earnings which are not allocated by the investment company, since the profits will be
used to invest the company's daily operation and future development, no deferred income tax
liabilities are recognized. If the actually distributed profits in the future are more or less than those
expected, corresponding deferred tax liabilities will be recognized or reversed at the earlier of
profits distribution date and the declaration date, in the profit and loss of the current period.
Deferred tax assets are recognized based on the deductible temporary difference and the
corresponding tax rate, to the extent that it has become probable that future taxable profit will be
available for the deductible temporary difference. If in the future the actual taxable income does
not coincide with the amount currently expected, the deferred tax assets resulting will be
recognized or reversed in the period when actually incurred, in profit or loss.
30. Changes in Significant Accounting Policies
The Group started adopting the Accounting Standard for Business Enterprise No.42 Held-for-sale
Non-current Assets and Disposal Groups and Discontinued Operations issued by Ministry of
Finance (\"MoF\") in 2017, and the Accounting Standard for Business Enterprise No.16 -
Government Grants revised by MoF in 2017 respectively since 28 May 2017 and 12 June 2017
respectively. Besides, the financial statements have been prepared under the Notice of the Revised
Format of Financial Statements for General Business Enterprise (Cai Kuai (2017) No. 30,
hereinafter referred to as the \"Cai Kuai No.30 Document\") released by the MoF on 25 December
2017.
- 41 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(III) THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
30. Changes in Significant Accounting Policies - continued
Held-for-sale Non-current Assets and Disposal Groups and Discontinued Operations
Accounting Standard for Business Enterprise No.42 Held-for-sale Non-current Assets and
Disposal Groups and Discontinued Operations specifies regulations for classifications and
measurement of held-for-sale non-current assets or disposal group, requiring separately present
profit or loss arising from continued operations or discontinued operations in the income
statement with detailed disclosures about information of the held-for-sale non-current assets or
disposal group and discontinued operations. This standard requires prospective approach for
accounting treatment, which has no impact on the financial statements for the comparable years.
Government grants
Prior to the implementation of the Accounting Standard for Business Enterprise No.16 -
Government Grants (revised), a government grant related to an assets of the Group is recognized
as deferred income and evenly amortized to non-operating income over the useful life of the
related assets. For a government grant related to income, if the grant is a compensation for related
expenses or losses to be incurred in subsequent periods, the grant is recognized as deferred
income, and included in profit or loss over the periods in which the related costs are recognized. If
the grant is a compensation for related expenses or losses already incurred, the grant is recognized
immediately in profit or loss for the period.
After the implementation of the Accounting Standard for Business Enterprise No.16 -
Government Grants (revised), a government grant related to the Group's daily activities is
recognized in other income; a government grant is not related to the Group's daily activities is
recognized in non-operating income.
The Group has accounted for the above change in accounting policy prospectively. Such changes
in accounting policy has no impact on the financial statements for the comparable years.
Presenting profit or loss from disposal of assets
Prior to the release of the Cai Kuai No. 30 Document, the gains or losses recognized from sales of
held-for-sale non-current assets (excluding financial instruments, long-term equity investment or
investment properties) or disposal group, and gains or losses arising from disposal of fixed assets.
Construction in progress, [bearer biological assets] and intangible assets not classified as held-for-
sale are presented under the item of \"non-operating income\" or \"non-operating expenses\". After
the release of the Cai Kuai No.30 Document, gains or losses recognized from sales of held-for-
sale non-current assets (excluding financial instruments, long-term equity investment or
investment properties) or disposal groups, and gains or losses arising from disposal of fixed assets,
construction in progress and intangible assets not classified as held-for-sale are presented under
the item of \"income from disposal of assets\". The Group has accounted for the above change in
presenting accounts retrospectively, and adjusted comparable data for prior year.
The accounting policy adjustments above have been approved by the third session of the ninth
board of directors.
- 42 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(IV) TAXES
1. Major taxes and tax rates
Taxes Tax basis Tax rate
Enterprise income tax Taxable income 25%
Value-added Tax Load and unload income, tugboat income, trailer income,
(\"VAT\") warehousing income and agency income 6%
Taxable income from vehicle maintenance and utilities supplies
on ships in shore 11%, 13% and 17%
Sales revenue of waste materials and lease income from tangible
movable property 3% and 17%
Taxable income from leases of immovable property and labor 5% and 6% (Note 2)
Business tax diTaxablehiincome from leases of immovable property and labor 5% (Note 2)
City maintenance and di hi
construction tax VAT and Business tax paid 5% and 7% (Note 1)
Education surtax VAT and Business tax paid 3%
Regional education VAT and Business tax paid 2%
h
Entities using different enterprise income tax rate:
Name of entity Enterprise income tax
Chiwan Wharf Holdings (Hong Kong) Limited 16.50%
Chiwan Shipping (Hong Kong) Limited 16.50%
Hinwin Development Limited 16.50%
Media Port Investments Limited 16.50%
Shiny Fame Limited 16.50%
Note 1: The subsidiaries set up in Shenzhen are subject to a city maintenance and construction tax
rate of 7%, and those set up in Dongguan are subject to a city maintenance and
construction tax rate of 5%.
Note 2: Pursuant to the Notice of the Ministry of Finance and the State Administration of Taxation
(\"SAT\")on Full Launch of the Pilot Scheme on Levying Value-added Tax in Place of
Business Tax (filed as Cai Shui [2016] No. 36), a full implementation of replacing
business tax with VAT has been launched. Therefore, the Group is subject to VAT at 11%
and 6% respectively for rental income from immovable property and income from labor
dispatching since 1 May 2016.
Pursuant to the Interim Measures on Management of VAT Collection on Immovable
Property Leases Provided by Taxpayers released by SAT(filed as the notice of SAT 2016
No.16), the Group, are entitled to VAT tax rate at 5% based on simple tax method for
immovable property leasing since 1 May 2016.
- 43 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(IV) TAXES - continued
2. Tax preference
On 8 July 2014, Machong Branch of National Taxation Bureau in Dongguan City approved that
Dongguan Chiwan Terminal Co., Ltd (\"DGT\"), a subsidiary of the Group, was subject to tax
preference of \"3-year exemption followed by 3-year half reduction\" commencing from 2014.
2017 is the first year that the income tax can be reduced by half for DGT (2016: exempted from
enterprise income tax).
According to Doc. [2013] No.3 issued by Shekou Local Taxation Bureau in Shenzhen, the profits
derived from berth 13A# of Shenzhen Chiwan Harbour Container Co., Ltd (\"CHCC\"), was
subject to tax preference of \"3-year exemption followed by 3-year half reduction\" commencing
from 2012. 2017 is the sixth profit-making year of berth 13A#, hence, the income tax can be
reduced by half. (2016: reduced by half).
According to the joint verification by Science and Technology Innovation Commission of
Shenzhen Municipality, Finance Commission of Shenzhen Municipality, Shenzhen Provincial
Office, SAT and Shenzhen Local Taxation Bureau, Chiwan Container Terminal Co., Ltd (\"CCT\"),
a subsidiary of the Group, is a high-tech enterprise, and was subject to tax preference of 3-year
enterprise income tax rate of 15% commencing from 2017. Hence, CCT has calculated its income
tax at a rate of 15% in 2017 (2016: 15%).
According to the Notice on Taxable Services Subject to \"VAT\" Tax Rate of Zero and Exemption
issued by the Ministry of Finance and State Administration of Taxation (filed as Cai Shui [2011]
No.131), and approvals released by Shekou National Taxation Bureau in Shenzhen (filed as Shen
Guo Shui She Jian Mian Bei [2015] No.0153 and [2015] respectively), Shenzhen Mawan Port
Co., Ltd., Shenzhen Mawan Terminals Co., Ltd., CCT, CHCC and Shenzhen Chiwan
International Freight Agency Co., Ltd, the subsidiaries of the Group, are exempted from VAT
when providing logistics support service to overseas enterprises except for warehousing service.
According to the Notice on Preferential Policies and Preferential Catalogues of Enterprises'
Income Tax in Shenzhen, Qianhai, Hong Kong - Shenzhen Modern Service Industry Cooperation
Zone issued by the Ministry of Finance and State Administration of Taxation, to facilitate the
development of Hong Kong - Shenzhen modern service industry in Qianhai, the subsidiaries of
the Group, Shenzhen Mawan Wharf Co., Ltd., Shenzhen Mawan Port Co, Ltd. and Shenzhen
Mawan Terminals Co., Ltd., are qualified companies for the conditions of preferential tax policies
and are subject to a 15% income tax rate from 1 January 2014 to 31 December 2020. The income
tax rate applied for above-mentioned subsidiaries in 2017 is 15% (2016: 15%).
- 44 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Cash and bank balances
Unit: RMB
Opening balance
Closing balance (restated)
Cash
RMB 4,571.01 21,827.50
USD 472.68 501.82
HKD 8,463.74 9,056.68
Subtotal 13,507.43 31,386.00
Bank deposit
RMB 511,080,264.02 304,743,201.95
USD 207,753,058.97 180,653,060.77
HKD 98,916,257.63 56,578,455.19
Subtotal 817,749,580.62 541,974,717.91
Other cash and bank balances (Note)
RMB 430,591.27 73,695.48
USD - -
HKD - -
Subtotal 430,591.27 73,695.48
Total 818,193,679.32 542,079,799.39
Including: The total amount of funds deposited overseas 9,138,298.28 73,966,792.08
Note: Other cash and bank balances is mainly the amount deposited in the credit card account of
Industrial and Commercial Bank of China and securities settlement account of China
Merchants Securities Co., Ltd.
2. Notes receivable
Unit: RMB
Opening
Category Closing balance balance(restated)
Bank acceptance bills 500,000.00 900,000.00
Note: There is no notes receivable pledged, endorsed or discounted at the year end.
3. Accounts receivable
(1) Disclosure of accounts receivable by categories
Unit: RMB
Closing balance Opening balance (restated)
Carrying amount Bad debt provision Book value Carrying amount Bad debt provision Book value
Proportion Proportion Proportion Proportion
Item Amount (%) Amount (%) Amount (%) Amount (%)
Individually
significant and
independently bad - - - - - - - - - -
debt provision
assessed accounts
Accounts receivable for which bad debt provision has been assessed by credit risk portfolios
Portfolio 1 6,426,396.40 2.48 - - 6,426,396.40 3,729,376.80 1.69 - - 3,729,376.80
Portfolio 2 247,603,038.77 95.84 307,965.73 0.12 247,295,073.04 211,889,871.39 95.95 812,599.84 0.38 211,077,271.55
Subtotal of
254,029,435.17 98.32 307,965.73 0.12 253,721,469.44 215,619,248.19 97.64 812,599.84 0.38 214,806,648.35
portfolios
Individually
significant and
independently bad 4,332,576.39 1.68 972,084.00 22.44 3,360,492.39 5,211,077.78 2.36 5,211,077.78 100.00 -
debt provision
assessed accounts
Total 258,362,011.56 100.00 1,280,049.73 0.50 257,081,961.83 220,830,325.97 100.00 6,023,677.62 2.73 214,806,648.35
- 45 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
3. Accounts receivable - continued
(1) Disclosure of accounts receivable by categories - continued
Accounts receivable portfolios for which bad debt provision has been assessed using the aging
analysis approach:
Unit: RMB
Closing balance Opening balance (restated)
Carrying Bad debt Proportion Carrying Bad debt Proportion
Aging amount provision (%) Book value amount provision (%) Book value
Within 1 year 247,012,608.73 175,921.39 0.07 246,836,687.34 211,773,012.16 773,594.15 0.37 210,999,418.01
More than 1 year but
not exceeding 2 572,447.76 114,489.55 20.00 457,958.21 96,941.93 19,388.39 20.00 77,553.54
years
More than 2 years
but not exceeding 3 854.98 427.49 50.00 427.49 600.00 300.00 50.00 300.00
years
More than 3 years 17,127.30 17,127.30 100.00 - 19,317.30 19,317.30 100.00 -
Total 247,603,038.77 307,965.73 0.12 247,295,073.04 211,889,871.39 812,599.84 0.38 211,077,271.55
(2) Bad debt provision increase, reversal and written-off
Unit: RMB
Opening balance Decrease
Item (restated) Increase Reversal Write-off Closing balance
Accounts receivable 6,023,677.62 - 4,743,627.89 - 1,280,049.73
(3) There are no accounts receivables that have been written off during the year.
(4) Top five balances of accounts receivable classified by debtor
Unit: RMB
Proportion of the
Relationship with amount to the total Bad debt
Name of customer the Company Amount accounts receivable (%) provision
Customer A Customer 88,889,019.14 34.40 8,594.75
Customer B Customer 28,187,833.02 10.91 86,720.99
Customer C Customer 20,234,109.09 7.83 5,146.50
Customer D Customer 9,877,473.17 3.82 2,387.50
Customer E Customer 7,773,037.16 3.02 -
Total 154,961,471.58 59.98 102,849.74
4. Prepayments
(1) Prepayments presented by aging
Unit: RMB
Closing balance Opening balance (restated)
Aging Amount Proportion (%) Amount Proportion (%)
Within 1 year 4,320,070.94 99.20 7,582,790.99 96.58
More than 1 year but not exceeding 2 years 34,759.22 0.80 93,750.00 1.19
More than 2 years but not exceeding 3 years - - 175,000.00 2.23
Total 4,354,830.16 100.00 7,851,540.99 100.00
- 46 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Prepayments - continued
(2) Top five balances of prepayments classified by entities
Unit: RMB
Proportion of the closing
Relationship with balance to the total
Entities the Company Closing balance prepayments (%)
The People's Insurance Company (Group) of China
Supplier 2,066,689.55 47.46
Limited.
China Life Insurance Co., Ltd Shenzhen Branch Supplier 718,618.68 16.50
Kingdee Software (China) Company Limited Supplier 696,154.90 15.99
China Continent Property Insurance Co., Ltd. Supplier 249,030.11 5.72
Shenzhen Tiara Computer Tech Co., Ltd. Supplier 158,974.36 3.64
Total 3,889,467.60 89.31
(3) The Group has no significant prepayment aging over one year.
5. Interest receivable
(1) Interest receivable
Unit: RMB
Opening balance
Category Closing balance (restated)
Fixed term deposit 1,175,305.39 129,125.26
(2) The Group has no significant overdue interest.
6. Dividends receivable
(1) Dividends receivable
Unit: RMB
Opening Closing Impairment
Item balance Increase Decrease balance appeared or not
China Overseas Harbor Affairs
- 54,159,674.42 54,159,674.42 - No
(\"COHA (Laizhou)\")
China Ocean Shipping Agency
(Shenzhen) Co., Ltd (\"Ocean Shipping - 8,997,000.00 8,997,000.00 - No
Agency\")
Jiang Su Ninghu Expressway Co., Ltd - 420,000.00 420,000.00 - No
Total - 63,576,674.42 63,576,674.42 -
(2) The Group has no dividends receivable aging more than one year.
- 47 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables
(1) Disclosure of other receivables by categories:
Unit: RMB
Closing balance Opening balance (restated)
Carrying amount Bad debt provision Carrying amount Bad debt provision
Proportion Proportion Proportion
Category Amount (%) Amount (%) Book value Amount (%) Amount Proportion (%) Book value
Other receivables
that are individually
significant and for
- - - - - - - - - -
which bad debt
provision has been
assessed individually
Other receivables for which bad debt provision has been assessed by credit risk portfolios
Portfolio 1 14,909,269.24 68.48 100,000.00 0.67 14,809,269.24 76,919,393.45 80.59 100,000.00 0.13 76,819,393.45
Portfolio 2 6,863,693.53 31.52 463,424.48 6.75 6,400,269.05 18,523,722.73 19.41 1,194,629.70 6.45 17,329,093.03
Subtotal of portfolios 21,772,962.77 100.00 563,424.48 2.59 21,209,538.29 95,443,116.18 100.00 1,294,629.70 1.36 94,148,486.48
Other receivables
that are not
individually
significant but for - - - - - - - - - -
which bad debt
provision has been
assessed individually
Total 21,772,962.77 100.00 563,424.48 2.59 21,209,538.29 95,443,116.18 100.00 1,294,629.70 1.36 94,148,486.48
Other receivables portfolios for which bad debt provision has been assessed using the aging analysis
Unit: RMB
Closing balance Opening balance (restated)
Carrying Bad debt Proportion Carrying Bad debt Proportion
Aging amount provision (%) Book value amount provision (%) Book value
Within 1 year 6,400,269.05 - - 6,400,269.05 18,022,393.45 723,624.26 4.02 17,298,769.19
More than 1 year
but not exceeding - - - - 37,904.80 7,580.96 20.00 30,323.84
2 years
More than 3 years 463,424.48 463,424.48 100.00 - 463,424.48 463,424.48 100.00 -
Total 6,863,693.53 463,424.48 6.75 6,400,269.05 18,523,722.73 1,194,629.70 6.45 17,329,093.03
(2) Increase, reverse and write-off of bad debt provision
Unit: RMB
Opening balance Decrease
Item (restated) Increase Reversal Write-off Closing balance
Other receivable 1,294,629.70 - 731,205.22 - 563,424.48
(3) Other receivable has not been written off during the year.
(4) Disclosure of other receivables by nature
Unit: RMB
Opening balance
Item Closing balance (restated)
Temporary payments 10,351,198.79 6,892,201.24
Deposits 5,523,098.82 4,075,350.03
Others 5,898,665.16 84,475,564.91
Total 21,772,962.77 95,443,116.18
- 48 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
(5) Top five balances of other receivables classified by creditors
Unit: RMB
Proportion of the
amount to the
total accounts Bad debt
Name of company Nature of the fund Amount Aging receivable (%) provision
Temporary
CMBL payments from 7,171,552.07 Within 1 year 32.95 -
related parties
Temporary
Shenzhen Nanhai Grains Industry Co., Ltd payments from 3,899,775.98 Within 1 year 17.91 -
non-related parties
Deposits and More than 3
Finance Department of Ministry of Transport 1,600,000.00 7.35 -
guarantee years
China Nanshan Development (Group) Temporary
payments from 1,124,300.09 Within 1 year 5.16 -
Incorporation (\"Nanshan Group\")
Temporary
Mediterranean Shipping Company (Hong Kong) More than 2
payments from 980,762.13 4.50 -
Ltd. years
non-related parties
Total 14,776,390.2 67.87 -
8. Inventories
(1) Categories of inventories
Unit: RMB
Closing balance Opening balance (restated)
Provision for Provision for
Carrying decline in value Carrying decline in value
Item amount of inventories Book value amount of inventories Book value
Spare parts 22,247,160.09 972,744.93 21,274,415.16 22,378,126.14 972,744.93 21,405,381.21
Fuel 588,064.94 - 588,064.94 605,666.32 - 605,666.32
Total 22,835,225.03 972,744.93 21,862,480.10 22,983,792.46 972,744.93 22,011,047.53
(2) Provision for decline in value of inventories
Unit: RMB
Opening balance Decrease
Item (restated) Increase Reversal Write-off Closing balance
Spare parts 972,744.93 - - - 972,744.93
9. Other current assets
Unit: RMB
Opening balance
Item Closing balance (restated)
Added-value tax to be certified and deducted 33,491,432.18 18,310,220.71
- 49 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
10. Available-for-sale financial assets
(1) Available-for-sale financial assets
Unit: RMB
Closing balance Opening balance
Carrying Provision for Carrying Provision for
Item amount impairment Book value amount impairment Book value
Available-for-sale equity
26,887,500.00 3,128,300.00 23,759,200.00 25,587,500.00 3,128,300.00 22,459,200.00
instruments
Measured at fair value 9,850,000.00 - 9,850,000.00 8,550,000.00 - 8,550,000.00
Measured at cost 17,037,500.00 3,128,300.00 13,909,200.00 17,037,500.00 3,128,300.00 13,909,200.00
Total 26,887,500.00 3,128,300.00 23,759,200.00 25,587,500.00 3,128,300.00 22,459,200.00
(2) Available-for-sale financial assets measured at fair value at the end of the year
Unit: RMB
Available-for-sale equity
Classification of available-for-sale financial assets instruments
Cost of equity instruments 1,120,000.00
Fair value 9,850,000.00
Accumulated amount of changes in fair value included in the other comprehensive
8,730,000.00
income
Provision amount for impairment -
Note: The available-for-sale financial assets held by the Company represent the circulating shares
of Jiang Su Ninghu Expressway Co., Ltd. at the end of the year.
(3) Available-for-sale financial assets measured at cost at the end of the year
Unit: RMB
Carrying amount Provision for impairment Proportion of
ownership Cash
Opening Closing Opening Closing interests in the dividends
Investees balance Increase Decrease balance balance Increase Decrease balance investee (%) for the year
Shenzhen Petro-
chemical Industry 3,500,000.00 - - 3,500,000.00 3,117,800.00 - - 3,117,800.00 0.26 -
(Group) Co., Ltd
Guangdong Guang Jian
27,500.00 - - 27,500.00 10,500.00 - - 10,500.00 0.02 -
Group Co., Ltd
China Ocean Shipping
Agency (Shenzhen)
13,510,000.00 - - 13,510,000.00 - - - - 15.00 8,997,000.00
Co., Ltd(\"Ocean
Shipping Agency\")
Total 17,037,500.00 - - 17,037,500.00 3,128,300.00 - - 3,128,300.00 8,997,000.00
Note: The available-for-sale financial assets measured at cost are equity investments of Shenzhen
Petro-chemical Industry (Group) Co., Ltd, Guangdong Guang Jian Group Co., Ltd and
Ocean Shipping Agency. None of the stocks of above-mentioned companies are traded in
market or fair value could be measured reliably, hence, the Group measures these equity
investments under cost method.
- 50 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
10. Available-for-sale financial assets - continued
(4) Movements of available-for-sale financial assets in the reporting period
Unit: RMB
Available-for-sale equity
Classification of available-for-sale financial assets instruments
Provision amount for impairment at the beginning of the year 3,128,300.00
Increase in the current year -
Decrease in the current year -
Provision amount for impairment at the end of the year 3,128,300.00
- 51 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
11. Long-term equity investments
Unit: RMB
Changes
Investment profit Reconciling items from Cash dividends or Closing value of
Accounting Opening balance or loss under other comprehensive Other equity profits announced Provision for provision for
Investees method Investment cost (restated) Increase Decrease equity method income movements of issuance impairment Others Closing balance impairment
I. Joint ventures
Equity
COHA (Laizhou) (Note) 749,655,300.00 794,981,306.22 - - 42,846,672.03 - - 54,159,674.41 - - 783,668,303.84 -
method
Hunan Changsha Xianing Equity
2,500,000.00 2,366,508.72 - - 120,932.91 - - - - - 2,487,441.63 -
Inland Port Co., Ltd. method
Subtotal 752,155,300.00 797,347,814.94 - - 42,967,604.94 - - 54,159,674.41 - - 786,155,745.47 -
II. Associates
China Merchants Holdings
Equity
(International) Information 1,875,000.00 14,595,240.92 - - 2,280,756.73 - - - - - 16,875,997.65 -
method
Technology Co., Ltd
Equity
CMBL 280,000,000.00 339,931,866.76 - - 9,656,430.09 - - - - - 349,588,296.85 -
method
Subtotal 281,875,000.00 354,527,107.68 - - 11,937,186.82 - - - - - 366,464,294.50 -
Total 1,034,030,300.00 1,151,874,922.62 - - 54,904,791.76 - - 54,159,674.41 - - 1,152,620,039.97 -
Note: The Company holds 40% equity interests in COHA (Laizhou). According to its articles of incorporation, significant matters such as
operating decisions can be passed only when jointly approved by directors of the Company and the other ventures. Therefore, COHA
(Laizhou) is deemed to be under common control of Chiwan Wharf and the other shareholders; accordingly COHA (Laizhou) is accounted
for as a joint venture.
- 52 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Investment properties
(1) Investment properties measured under cost method
Unit: RMB
Item Opening balance Increase Decrease Closing balance
I. Total original carrying amount 43,579,258.14 - - 43,579,258.14
1. Buildings 14,947,127.30 - - 14,947,127.30
2. Land use right 28,632,130.84 - - 28,632,130.84
II. Total accumulated depreciation and 19,932,344.37 825,832.08 - 20,758,176.45
i i
1. Buildings 5,463,497.40 312,359.64 - 5,775,857.04
2. Land use right 14,468,846.97 513,472.44 - 14,982,319.41
III. Total net book value of investment 23,646,913.77 22,821,081.69
1. Buildings 9,483,629.90 9,171,270.26
2. Land use right 14,163,283.87 13,649,811.43
IV. Total accumulated amount of
provision for impairment losses of - - - -
investment property
1. Buildings - - - -
2. Land use right - - - -
V. Total carrying value of investment
23,646,913.77 22,821,081.69
property
1. Buildings 9,483,629.90 9,171,270.26
2. Land use right 14,163,283.87 13,649,811.43
(2) Investment properties without ownership certificates
As of 31 December 2017, the Group has not obtained any ownership certificates of investment
properties. For buildings located within the scope of Chiwan watershed with net book value of
RMB 19,710,775.46 (original carrying amount: RMB40,030,725.05 ), the underlying reasons and
management's resolutions for obtaining certificates of title are set out in Note (V) 15, and the rest
certificates of title are under the process of application.
- 53 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Fixed assets
(1) Fixed assets
Unit: RMB
Opening balance
Item (restated) Increase Decrease Closing balance
I. Total original carrying amount 7,381,087,130.43 339,010,532.61 37,052,178.24 7,683,045,484.80
Including: Port and terminal facilities 2,806,942,181.98 36,069,200.42 - 2,843,011,382.40
Container yards and buildings 1,102,227,138.89 211,972,887.35 2,584,771.61 1,311,615,254.63
Mechanical equipment 3,006,976,812.07 58,837,108.30 18,497,919.25 3,047,316,001.12
Motor vehicles, cargo ships and tugboats 281,987,115.69 11,097,055.46 15,099,384.37 277,984,786.78
Other equipment 182,953,881.80 21,034,281.08 870,103.01 203,118,059.87
II. Total accumulated depreciation 3,452,328,737.88 275,528,878.91 31,587,319.55 3,696,270,297.24
Including: Port and terminal facilities 779,457,165.00 63,362,069.19 - 842,819,234.19
Container yards and buildings 296,862,970.28 26,430,103.62 362,962.42 322,930,111.48
Mechanical equipment 2,068,826,228.87 162,411,796.96 16,658,439.55 2,214,579,586.28
Motor vehicles, cargo ships and tugboats 161,603,052.22 13,697,429.10 13,741,465.59 161,559,015.73
Other equipment 145,579,321.51 9,627,480.04 824,451.99 154,382,349.56
III. Total net book value of fixed assets 3,928,758,392.55 3,986,775,187.56
Including: Port and terminal facilities 2,027,485,016.98 2,000,192,148.21
Container yards and buildings 805,364,168.61 988,685,143.15
Mechanical equipment 938,150,583.20 832,736,414.84
Motor vehicles, cargo ships and tugboats 120,384,063.47 116,425,771.05
Other equipment 37,374,560.29 48,735,710.31
IV. Total provision for impairment losses 57,419,468.96 - - 57,419,468.96
Including: Port and terminal facilities 4,261,599.48 - - 4,261,599.48
Container yards and buildings 53,157,869.48 - - 53,157,869.48
Mechanical equipment - - - -
Motor vehicles, cargo ships and tugboats - - - -
Other equipment - - - -
V. Total carrying value of fixed assets 3,871,338,923.59 3,929,355,718.60
Including: Port and terminal facilities 2,023,223,417.50 1,995,930,548.73
Container yards and buildings 752,206,299.13 935,527,273.67
Mechanical equipment 938,150,583.20 832,736,414.84
Motor vehicles, cargo ships and tugboats 120,384,063.47 116,425,771.05
Other equipment 37,374,560.29 48,735,710.31
Note 1: The increase of total original carrying amount for current period consists of new
acquisition of RMB 24,718,505.86, and an increase of RMB 314,292,026.75 transferred
from construction in progress. The decrease of total original carrying amount for current
period consists of a decrease of RMB 34,484,606.63 resulting from disposal of fixed
assets, and a decrease of RMB 2,567,571.61 resulting from renovation and expansion
transferred into construction in progress.
- 54 -
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
(V) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Fixed assets - continued
(1) Fixed assets - continued
Note 2: The increase in accumulated depreciation for current period consists of charge for the
current year of RMB 275,528,878.91. The decrease in accumulated depreciation for
current period consists of a decrease of RMB 31,236,646.38 resulting from disposal of
fixed assets, and a decrease of RMB 350,673.17 resulting from renovation and expansion
transferred into construction in progress.
Note 3: As of 31 December 2017, the Group has no fixed assets that used as collateral.
Note 4: As of 31 December 2017, the certificates of title for the Group's buildings with a net book
value of RMB 498,020,680.88 (total original carrying amount: RMB 631,180,877.86)
have not yet been obtained. For buildings located within
