读取中,请稍候

00-00 00:00:00
--.--
0.00 (0.000%)
昨收盘:0.000今开盘:0.000最高价:0.000最低价:0.000
成交额:0成交量:0买入价:0.000卖出价:0.000
市盈率:0.000收益率:0.00052周最高:0.00052周最低:0.000
深赤湾B:2018年第三季度报告全文(英文版) 下载公告
公告日期:2018-10-31

Shenzhen Chiwan Wharf Holdings Limited

The Report for the Third Quarter of 2018

Disclosed on 31 October 2018

Section I Important Statements

The Board of Directors, Supervisory Committee, directors, supervisors and senior management of

Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the “Company”) hereby

guarantee that the information presented in this Report is factual, accurate and complete, and shallbe jointly and severally liable for any false information, misleading statements or materialomissions carried in this Report.All directors attended the board meeting for the review of this Report.Board Chairman BaiJingtao, Chief Financial Officer Yao Shenglan and Financial Manager LiXiaopeng hereby guarantee the factuality, accuracy and completeness of the Financial Report in thisReport.This Report has been prepared in both Chinese and English. Should there be any discrepancies or

misunderstandings between the two versions, the Chinese version shall prevail.

Section II Company Profile

I Key financial results

Whether the Company performed any retroactive adjustments to or restatement of its accounting data

□ Yes √ No

30 September 201831 December 2017+/-%
Total assets (RMB)7,359,309,512.357,975,470,563.32-7.73%
Net assets attributable to shareholders of the Company (RMB)4,623,725,618.754,922,969,405.92-6.08%
July-September 2018YoY changeJanuary-September 2018YoY change
Operating revenues (RMB)539,467,699.85-21.39%1,785,603,216.19-4.15%
Net profit attributable to shareholders of the Company (RMB)137,156,655.12-16.55%453,216,945.792.90%
Net profit attributable to shareholders of the Company before exceptional profit and loss (RMB)135,412,515.91-17.12%452,038,424.152.97%
Net operating cash flow (RMB)----568,714,502.50-37.94%
Basic earnings per share (RMB/share)0.213-16.47%0.7032.93%
Diluted earnings per share (RMB/share)0.213-16.47%0.7032.93%
Weighted average return on equity (%)3.09%3.35%9.88%0.81%

Exceptional profit and loss

√ Applicable □ Not applicable

Unit: RMB

ItemJanuary-September 2018Note
Profit/loss on disposal of non-current assets (including offset asset impairment provisions)-426,755.70
Government subsidies charged to the profit/loss for this Reporting Period (except for the government grants closely related to the business of the Company and given at a fixed quota or amount in accordance with the State’s uniform standards)3,811,791.19
Non-operating income and expense other than the above1,469,131.58
Less: Corporate income tax effects512,913.89
Minority interests effects (after tax)3,162,731.54
Total1,178,521.64--

II Total number of shareholders at the period-end and shareholdings of top ten shareholders

1. Numbers of common shareholders and preference shareholders with resumed voting rights as well asshareholdings of top ten shareholders

Unit: share

Total number of common shareholders at the period-end35,002 (including 24,335 A-shareholders and 10,667 B-shareholders)Total number of preference shareholders with resumed voting rights at the period-end0
Shareholdings of top ten shareholders (all non-restricted shareholders)
Name of shareholderNature of shareholderShareholding percentage (%)Number of non-restricted shares heldType of share (A, B, H or others)Number of pledged or frozen shares
CHINA MERCHANTS GANGTONG DEVELOPMENT (SHENZHEN) CO., LTD.Common domestic corporation57.52%370,878,000A share0
BROADFORD GLOBAL LIMITEDForeign corporation8.58%55,314,208B share0
CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496Foreign corporation7.01%45,207,421B shareUnknown
NORGES BANKForeign corporation0.43%2,802,863B shareUnknown
CHINA MERCHANTS SECURITIES (HK) CO., LTD.State-owned corporation0.40%2,564,987B shareUnknown
CHINA CONSTRUCTION BANK CO., LTD.-INVESCO GREAT WALL QUANTIFIED SELECTED STOCK FUNDOther0.37%2,417,752A shareUnknown
VANGUARD EMERGING MARKETS STOCK INDEX FUNDForeign corporation0.36%2,290,700B shareUnknown
MAI SHUQINGDomestic individual0.35%2,238,347A share0
BANK OF CHINA CO., LTD.-YINHUA ADVANCED ENTERPRISES (BALANCED TYPE) SECURITIES INVESTMENT FUNDOther0.24%1,536,098A shareUnknown
CANADA POST CORPORATION REGISTERED PENSION PLANForeign corporation0.23%1,494,696B shareUnknown
Related or acting-in-concert parties among the above shareholdersChina Merchants Gangtong Development (Shenzhen) Co., Ltd. (hereinafter referred to as “CMGD”) is a wholly-owned subsidiary set up in Shenzhen by Broadford Global Limited (hereinafter referred to as “Broadford Global”). The two companies are acting-in-concert parties. The Company does not know whether the other shareholders are related parties or persons acting in concert.
Top ten common shareholders conducting securities margin trading (if any)N/A

Whether the top ten common shareholders or the top ten non-restricted common shareholders of the Company conducted anypromissory repo during the Reporting Period

□ Yes √ No

No such cases in the reporting period.

2. Total number of preference shareholders and shareholdings of the top ten of them

□ Applicable √ Not applicable

Section III Significant Events

I Changes in major accounting statement items and financial indicators for the ReportingPeriod, as well as reasons for such changes

√ Applicable □ Not applicable

Unit: RMB

Item30 September 201831 December 2017+/-%Explanation of change
Monetary funds530,897,773.88818,193,679.32-35.11%The payment of the 2017 final dividends and the deconsolidation of the financial statements of Media Port Investments Limited (hereinafter referred to as “MPIL”) in the current period
Notes and accounts receivable339,591,293.78257,581,961.8331.84%More days of the outstanding amount due from clients in the current period
Investments in other equity instruments146,473,840.0023,759,200.00516.49%As per the new accounting standard governing financial instruments, the measurement method of “available-for-sale financial assets” has changed from the cost method to the fair value method, which is now included in “investments in other equity instruments”
Long-term equity investments1,586,811,347.611,152,620,039.9737.67%MPIL’s financial statements have been deconsolidated and MPIL is treated as an associate and the investment in it is included in “long-term equity investments” since this June. Meanwhile, the new investment in CMPort (Zhoushan) RoRo Logistics Co., Ltd. (hereinafter referred to as “Zhoushan RoRo”) made in the current period is included in “long-term equity investments”.
Construction in progress297,271,050.8186,317,666.70244.39%The consolidation of Zhoushan RoRo since this September, which is still under construction
Goodwill26,556,336.8010,858,898.17144.56%The goodwill recognized on the portion of the Zhoushan RoRo combination cost over the fair value of its identifiable net assets
Long-term prepaid expenses51,555,921.8298,278,001.09-47.54%Deconsolidation of MPIL’s financial statements in the current period
Short-term borrowings378,400,000.00--New borrowings obtained in the current period for replenishing the working capital
Accounts received in advance11,801,409.6356,571,454.49-79.14%Higher discounts in the container handling business in the same period of last year
Other accounts payable272,702,051.07405,075,490.69-32.68%The payment of dividends by controlled subsidiary Shenzhen Chiwangang Container Co., Ltd. to its minority shareholders in the current period
Long-term borrowings47,000,000.00--Long-term loans taken out for the construction of ZhoushanRoRo’s terminal and storage yard
Long-term accounts payable28,208,630.7157,563,422.41-51.00%Deconsolidation of MPIL’s financial statements in the current period
Provisions4,466,897.39--As per the new accounting standard governing revenue recognition, the discounts offered in the container handling business have been reclassified from “accounts received in advance” to “provisions”
Deferred income tax liabilities50,535,868.5910,584,342.80377.46%The measurement method of available-for-sale financial assets has changed to the fair value method, and deferred income tax liabilities on the appraised value increase are recognized. Meanwhile, there is a new deferred tax liability recognized on the difference between the fair value and carrying value of Zhoushan RoRo.
Other comprehensive income111,836,324.4919,800,344.49464.82%The measurement method of available-for-sale financial assets has changed to the fair value method, and the appraised value increase is included in other comprehensive income.
Special reserve10,714,020.364,767,373.45124.74%A lift of container handling subsidiaries’ production safety reserve ratio from 1% to 1.5%of operating revenue in the current period
ItemJanuary-September 2018January-September 2017+/-%Explanation of change
R&D expense27,893,888.4819,984,575.5839.58%As per the Notice of the Ministry of Finance on Revising and Issuing the Format of Financial Statements of General Enterprises for 2018 (CK〔2018〕No. 15), R&D expense shall be presented separately in the financial statements. R&D expense of the current period is higher than that of the same period of last year.
Financecosts27,372,367.1620,204,691.0935.48%Greater exchange loss due to a considerably fluctuating U.S. dollar in the current period
Investment income79,648,356.6456,687,149.9540.51%MPIL has become an associate since this June and investment income from it is recognized according to the Company’s investment percentage, while MPIL was included in the consolidated financial statements for the same period of last year
Cash received from other operating activities61,593,726.02129,895,453.88-52.58%An RMB100m government subsidy was received in the same period of last year, while there is no such subsidy in the current period
Net payments for acquisition of subsidiaries and other business units129,007,717.47--Net amount of the cash outflow for investment in Zhoushan RoRo and the cash inflow generated from the consolidation of its financial statements in the current period
Cash paid for other investing activities203,758,566.92--The deconsolidation of MPIL’s financial statements caused cash outflow in the current period, while there was no event in the same period of last year
Increase in cash borrowings obtained629,630,000.00130,000,000.00384.33%New borrowings obtained for replenishing the working capital were of a larger amount in the current period as compared to the same period of last year
Net proceeds from issuance of bonds200,000,000.0099,850,000.00100.30%New bonds issued for replenishing the working capital were of a larger amount in the current period as compared to the same period of last year
Repayment of borrowings in cash300,000,000.00466,270,000.00-35.66%Year-on-year decrease in loan repayment
Cash paid for interest expenses and distribution of dividends or profit957,772,123.12334,203,771.24186.58%Year-on-year rise in dividends paid

II Progress of significant events and analysis & explanations on their influence and solutions

√ Applicable □ Not applicable

1. Particulars about the related-party transaction of assets purchase via share offering and matching fund raisingOn 10 August 2018, the Company received the Administrative Permit Application Acceptance Form issued by the China Securities

Regulatory Commission (hereinafter referred to as “CSRC”) (acceptance No. 181142). Upon a due-diligence review of the

Application of Shenzhen Chiwan Wharf Holdings Limited for Assets Purchase via Share Offering, the CSRC decided to accept theapplication on the ground that the application materials were complete and in compliance with the prescribed formats.On 5 September 2018, the Company received the CSRC Notice No. 181142 of the First Feedback on Administrative PermissionReview. Immediately after that, the Company organized the relevant intermediary agencies to carefully study the feedback, madesure the compliance with all the requirements of the feedback, worked out a reply to the feedback and disclosed the reply to thepublic as required. The reply and the relevant materials were submitted to the CSRC department for accepting administrative permitapplications within two working days after the disclosure of the reply.On 27 September 2018, the Company was notified by the CSRC that its Review Board for Mergers, Acquisitions and Restructurings

of Listed Companies (hereinafter referred to as the “Review Board”) would hold a work meeting in the recent days to review theCompany’s related-party transaction of assets purchase via share offering and matching fund raising. In order to avoid abnormalfluctuations in the Company’s stock price and protect investors’ interests, as per the Measures for the Administration of Major AssetRestructurings of Listed Companies as well as other applicable laws and regulations, upon the Company’s application to theShenzhen Stock Exchange, trading in the Company’s shares was suspended since 28 September 2018.On 9 October 2018, upon review at the Review Board’s 47

th

work meeting in 2018, the Company’s related-party transaction of assets

purchase via share offering and matching fund raising was conditionally approved. According to the Measures for the Administration

of Major Asset Restructurings of Listed Companies as well as other applicable regulations, upon the Company’s application to theShenzhen Stock Exchange, trading in the Company’s shares (stock name: Chiwan Wharf A, Chiwan Wharf B; stock code: 000022,

200022) was resumed since 10 October 2018 (Wednesday).On 17 October 2018, the Company received the Notice FGBWZB [2018] No. 690 of Overseas Investment Recording issued by the

National Development and Reform Commission (hereinafter referred to as “NDRC”), agreeing to put on records the Company’sacquisition of some equity interests of China Merchants Port Holdings Company Limited (hereinafter referred to as “CMPort”). On

the same day, the Enterprise Overseas Investment Certificate No. N1000201800487 was granted by the Ministry of Commerce of the

People’s Republic of China (hereinafter referred to as the “Ministry of Commerce).

So far, the major asset restructuring is still subject to the record or approval of the Ministry of Finance regarding the overseas

strategic investor’s subscription in the Company’s new share offering involved in this deal, as well as to the CSRC’s official approval

document, etc. Further announcements will be made upon the receipt of these documents. For more details of the progress and planof this deal, please refer to the relevant announcements disclosed by the Company on Securities Times, Ta Kung Pao (HK) and thewebsite http://www.cninfo.com.cn.

2. Information disclosure indexIn the reporting period, the Company disclosed the following significant events on Securities Times, Ta Kung Pao (HK) and

www.cninfo.com.cn:

Date of disclosureOverview of significant eventAnnouncement No.
4 July 2018Announcement on the Reply of the State-Owned Assets Supervision and Administration Commission under the State Council on the Major Asset Restructuring2018-068
5 July 2018Announcement on the Postponement of the Reply to the Shenzhen Stock Exchange’s Inquiry Letter on the Restructuring and Continued Share Trading Suspension2018-069
7 July 2018Announcement onVoluntary Disclosure of the Business Volume Data of June 20182018-070
10 July 2018Announcement on the Resolutions of the Sixth Special Meeting of the Ninth Board of Directors in 20182018-071
10 July 2018Announcement on the Resolutions of the Third Special Meeting of the Ninth Supervisory Committee in 20182018-072
10 July 2018Announcement on Signing the Termination Agreement of the Financial Service Agreement with China Development Finance Company Ltd.2018-073
10 July 2018Notice on the Second Special General Meeting in 20182018-074
10 July 2018Announcement on Share Trading Resumption Associated with a Major Asset Restructuring2018-075
19 July 2018Reminder of the Second Special General Meeting in 2018 to be Convened2018-076
24 July 2018Announcement on the Payment of the 2017 Final Dividends by China Merchants Port Holdings Company Limited, the Target Acquiree in a Major Asset Restructuring of the Company2018-077
27 July 2018Announcement on the Resolutions of the Second Special General Meeting in 20182018-078
9 August 2018Announcement on Amendments to Relevant Documents of the Related-Party Transaction of Assets Purchase via Share Offering and Matching Fund Raising of Shenzhen Chiwan Wharf Holdings Limited2018-079
10 August 2018Announcement onVoluntary Disclosure of the Business Volume Data of July 20182018-080
11 August 2018Announcement on the Receipt of the CSRC’s Administrative Permit Application Acceptance Form2018-081
31 August 2018Announcement on the Resolutions of the Fourth Meeting of the Ninth Board of Directors2018-082
31 August 2018Abstract of Semi-Annual Report 20182018-083
31 August 2018Announcement on Progress of an External Investment and Related-Party Transaction2018-084
6 September 2018Announcement on the Receipt of the CSRC’s First Feedback on Administrative Permission Review2018-085
11 September 2018Announcement onVoluntary Disclosure of the Business Volume Data of August 20182018-086
14 September 2018Announcement on the Reply to the CSRC’s First Feedback on Administrative Permission Review2018-087
28 September 2018Announcement on Share Trading Suspension for the Review of the Company’s Related-Party Transaction of Assets Purchase via Share Offering and Matching Fund Raising by the CSRC’s Review Board for Mergers, Acquisitions and Restructurings of Listed Companies2018-088

III Overdue commitments of the Company’s actual controller, shareholders, related parties

and acquirer, as well as the Company and other parties in the reporting period or ongoing atthe period-end

□ Applicable √ Not applicable

No such cases in the reporting period.

IV 2018 annual operating performance forecast

Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-beginning to the end ofthe next reporting period according to prediction, as well as explanations on the reasons:

□ Applicable √ Not applicable

V Securities investments

√ Applicable □ Not applicable

Unit: RMB

Variety of securitiesCode of securitiesName of securitiesInitial investment costAccounting measurement modelOpening book valueGain/loss on fair value changes in current periodCumulative fair value changes recorded into equityPurchased in current periodSold in current periodGain/loss in current periodClosing book valueAccounting titleSource of funds
Stock600377Jiangsu Expressway1,120,000Fair value method9,850,0000-577,5000009,080,000Other equity instrument investmentSelf-owned funds
Stock400032Petrochemical A13,500,000Fair value382,20000000382,200Other equity instrumentSelf-owned funds
methodinvestment
Stock400009GuangJian 127,500Fair value method17,0000000017,000Other equity instrument investmentSelf-owned funds
Total4,647,500--10,249,2000-577,5000009,479,200----

VI Wealth management entrustment

□ Applicable √ Not applicable

No such cases in the reporting period.

VIIInvestments in derivative financial instruments

□ Applicable √ Not applicable

No such cases in the reporting period.

VIIIVisits paid to the Company in the Reporting Period for purposes of research,communication, interview, etc.

√ Applicable □ Not applicable

Date of visitWay of visitType of visitorIndex to main inquiry information
July-September 2018By phone and written inquiry (through the EasyIR platform of SZSE)IndividualMain inquiry: basic business condition, investments and financial condition of the Company; Materials provided: brochure of the Company; Index: SZSE EasyIR (http://irm.cninfo.com.cn/ssessgs/S000022/index.html)

IX Illegal provision of guarantees for external parties

□ Applicable √ Not applicable

No such cases in the reporting period.

X Occupation of the Company’s funds by the controlling shareholder or its related parties for

non-operating purposes

□ Applicable √ Not applicable

No such cases in the reporting period.

XI Progress made on internal control

Pursuant to the “Internal Control Rules for Enterprises” and the mating guidelines, the Company has completed the following

internal control tasks for the third quarter of 2018:

1. The internal control task groups of the Headquarters and the subsidiaries have reviewed the flow chart risk matrix assessment oflast year, and have re-described work flows within the internal control improvement scope according to business changes this year soas to formulate an internal control risk matrix.2. The internal control task groups of the Headquarters and the subsidiaries have searched for defects in internal control bywalk-through tests.3. The Company has searched for risks by going through the operation flows and has made a list of risks.Risk grading was carried outat the three levels of management, department chiefs and internal control task groups to identify the major risks facing the Company.The Company carries out the internal control-related work according to the schedule for the internal control improvement plan for2018. And the internal control project is right on schedule, with no derivation or delay.

XII Deposits in and loans provided by finance companies

1. Deposits in and loans provided by CDFThe Proposal on Renewing the Financial Service Agreement Signed with China Development Finance Company Ltd. was approvedon the 2016 Annual Meeting of Shareholders held on 5 Jun. 2017, in which, the Company was agreed to sign the Financial Service

Agreement with period of three years with China Development Finance Company Ltd. (hereinafter referred to as “CDF”).China Nanshan Development (Group) Inc. (hereinafter referred to as “CND Group”) will no longer be the shareholder of the

Company from 8 Jun. 2018 when it completed the transfer registration of A-Share of the Company. CDF cannot continue to providefinancial service for the Company since it is a non-bank financial institution specially providing financial service for memberenterprises of CND Group. The Company held the 6th Special Meeting of the 9th Board of Directors on 9 Jul. 2018, on which theProposal on Termination Agreement on Financial Service Agreement Signed with China Development Finance Company Ltd. inwhich the Company was agreed to sign the Termination Agreement on Financial Service Agreement with CDF.As of the end of the reporting period, the deposits in and loans provided by CDF were listed as follows:

Unit: RMB’0,000

ItemOpening balanceIncrease in the current periodDecrease in the current periodClosing balance
I. Deposits in CDF119.270.36119.63-
II. Loans from CDF----

2. Deposits in and loans provided by China Merchants Group Finance

The Proposal on Signing Financial Service Agreement with SinoTrans& CSC Finance Co., Ltd. was approved on the Second Meetingof the Ninth Board of Directors held on 23 August 2017, in which the Company was agreed to sign the Financial Service Agreementwith period of three years with Sinotrnas& CSC Finance Co., Ltd. (renamed China Merchants Group Finance in August 2017).As of the end of the reporting period, the deposits in and loans provided by China Merchants Group Finance were listed as follows:

Unit: RMB’0,000

ItemOpening balanceIncrease in the current periodDecrease in the current periodClosing balance
I. Deposits in China Merchants Group Finance15,035.93699.6915,639.3696.26
II. Loans from China Merchants Group Finance-42,000.0020,000.0022,000.00

XIII Explain change of the accounting policy, accounting estimate and measurement methodsas compared with the financial reporting of last year

The primary changes to the Company’s accounting policies are summarized as follows: On 31 March 2017, the Ministry of Financeissued the revised Accounting Standard No. 22 for Business Enterprises—Recognition and Measurement of Financial Instruments(hereinafter referred to as the “Revised Accounting Standard No. 22”), the revised Accounting Standard No. 23 for BusinessEnterprises—Transfer of Financial Assets (hereinafter referred to as the “Revised Accounting Standard No. 23”) and the revisedAccounting Standard No. 24 for Business Enterprises—Accounting for Hedges (hereinafter referred to as the “Revised AccountingStandard No. 24”); on 28 April 2017, the Ministry of Finance issued the Accounting Standard No. 42 for BusinessEnterprises—Non-Current Assets and Disposal Groups Held for Sale and Discontinued Operations (hereinafter referred to as the“Accounting Standard No. 42”); on 2 May 2017, the Ministry of Finance issued the revised Accounting Standard No. 37 for BusinessEnterprises—Presentation of Financial Instruments (hereinafter referred to as the “Revised Accounting Standard No. 37”); on 10May 2017, the Ministry of Finance issued the revised Accounting Standard No. 16 for Business Enterprises—Government Subsidies(hereinafter referred to as the “Revised Accounting Standard No. 16”); and on 5 July 2017, the Ministry of Finance issued the revisedAccounting Standard No. 14 for Business Enterprises—Revenue (hereinafter referred to as the “Revised Accounting Standard No.14”). As required by the Ministry of Finance, the Company has adopted the Revised Accounting Standard No. 22, No. 23, No. 24, No.

37 and No. 14 since 1 January 2018; the Accounting Standard No. 42 since 28 May 2017; and the Revised Accounting Standard No.16 since 12 June 2017. For further information, please see the Announcement of Shenzhen Chiwan Wharf Holdings Limited onAccounting Policy Changes (No. 2018-025), which has been disclosed by the Company on http://www.cninfo.com.cn dated 7 March2018.

XIV Explain change of the consolidation scope as compared with the financial reporting oflast year

1. Deconsolidation of MPIL and its subsidiariesThe Company signed the Supplementary Agreement to the Media Port Investments Limited Shareholder Agreement with CMPort,

Fatten Investments Limited (hereinafter referred to as “FIL”) and Media Port Investments Limited(hereinafter referred to as “MPIL”)

on 23 August 2017 in Shenzhen. Under the arrangements of the agreement, the Company completed the director appointment forMPIL at the end of September 2017 and has realized control over MPIL and its subsidiary FIL, Shenzhen Mawan Wharf Co., Ltd.,Shenzhen Mawan Port Services Co., Ltd. and Shenzhen Mawan Warehouse & Terminals Co., Ltd. (hereinafter referred to as the

“Mawan Companies”) in form and nature. According to the Accounting Standards for Business Enterprises No. 33-Consolidated

Financial Statements, the Company began to consolidate MPIL and its subsidiary FIL and the Mawan Companies from September2017.The Company signed the Supplementary Agreement II to the Media Port Investments Limited Shareholder Agreement with CMPort,FIL and MPIL on 5 February 2018 which became effective after being signed by all the parties. After the transfer of a combined stakeof 66.10% in the Company held by Shenzhen Malai Storage Co., Ltd., Keen Field Enterprises Limited and China NanshanDevelopment (Group) Inc. to the subsidiary of China Merchants Group-CMGD and its acting-in-concert party Broadford Global, theCompany will no longer control MPIL and its subsidiary FIL and the Mawan Companies. Therefore, it has excluded the saidcompanies fromits consolidated financial statements from the date when its control ceased.The Company received from CMGD and Broadford Global the Securities Transfer Registration Confirmation issued by the Shenzhenbranch of China Securities Depository and Clearing Corporation Limited on 11 June 2018. The registration formalities for the saidshare transfer have been completed on 8 June 2018. From this day on, the Company will exclude MPIL and its subsidiary FIL and theMawan Companiesfrom its consolidated financial statements. For further information, please refer to the Announcement on theCompletion of Share transfer and Change of the Controlling Shareholder (Announcement No.:2018-060) disclosed on

www.cninfo.com.cn dated 12 June 2018.

2. Consolidation of Zhoushan RoRoOn 26 January 2018, the Second Special Meeting of the Ninth Board of Directors of the Company approved the Proposal on Capital

Increase to Zhoushan Archipelago New Area SinoTrans& CSC RoRoLogistics Co., Ltd. On the same day, the Company together

with Zhoushan Blue Ocean Investment Co., Ltd. (hereafter referred to as “Blue Ocean Investment”), CSC RoRo Logistics CompanyLimited (hereafter referred to as “CSC”), CMPort (Zhoushan) RoRo Logistics Co., Ltd. (hereafter referred to as “Zhoushan RoRo”with the current name changed on 29 August 2018 from “Zhoushan Archipelago New Area SinoTrans& CSC RoRoLogistics Co.,Ltd.”) and Zhoushan Archipelago New Area XinghaiRoRo Terminal Co., Ltd.( hereafter referred to as “Xinghai Terminal”) signed

Zhoushan Archipelago New Area SinoTrans& CSC RoRoLogistics Co., Ltd.. According to the agreement, the Company contributedRMB149.7098 million in cash to hold 51% equity in Zhoushan RoRo, and the capital of Zhoushan RoRo increased from RMB60million to RMB173.0786 million, and Zhoushan RoRo owned 100% stake of XinghaiRoRo, which made XinghaiRoRo a whollyowned subsidiary of Zhoushan RoRo. More information is showed on the Announcement on an External Investment andRelated-Party Transaction (Announcement No.: 2018-007) published on the Securities Times, Ta Kun Pao (HK) andwww.cninfo.com.cn on 27 January 2018.In May 2018, the Company paid all the increased capital to Zhoushan RoRo. On 29 August 2018, Zhoushan RoRo completed theformalities for the change of its directors, supervisors and senior executives with the industrial and commercial administration. As

such, Zhoushan RoRo has officially become a controlled subsidiary of the Company. From that day on, ZhoushanRoRo’s financialstatements are included in the Company’s consolidated financial statements. More information is showed on the Announcement on

Progress of an External Investment and Related-Party Transaction (Announcement No.: 2018-084) published on the Securities Times,Ta Kun Pao (HK) and www.cninfo.com.cn on 31August 2018.

Section IV Financial Statements

I Financial statements

1. Consolidated balance sheet

Prepared by Shenzhen Chiwan Wharf Holdings Limited

Unit: RMB

Item30 September 201831 December 2017
Current assets:
Monetary funds530,897,773.88818,193,679.32
Notes and accounts receivable339,591,293.78257,581,961.83
Including: Notes receivable-500,000.00
Accounts receivable339,591,293.78257,081,961.83
Accounts paid in advance3,042,278.274,354,830.16
Other accounts receivable15,615,432.0222,384,843.68
Inventories16,133,800.2321,862,480.10
Other current assets24,977,312.1333,491,432.18
Total current assets930,257,890.311,157,869,227.27
Non-current assets:
Long-term equity investments1,586,811,347.611,152,620,039.97
Investments in other equity instruments146,473,840.0023,759,200.00
Investment property22,738,580.0922,821,081.69
Fixed assets3,056,547,760.523,929,355,718.60
Construction in progress297,271,050.8186,317,666.70
Intangible assets1,097,908,296.221,350,224,998.54
Goodwill26,556,336.8010,858,898.17
Long-term prepaid expenses51,555,921.8298,278,001.09
Deferred tax assets10,753,068.8911,031,026.43
Other non-current assets132,435,419.28132,334,704.86
Total non-current assets6,429,051,622.046,817,601,336.05
Total assets7,359,309,512.357,975,470,563.32
Current liabilities:
Short-term borrowings378,400,000.00-
Notes and accounts payable102,906,808.48131,837,865.23
Accounts received in advance11,801,409.6356,571,454.49
Contractual liabilities56,920.55-
Payroll payable61,014,476.7395,361,472.09
Taxes payable90,492,896.2896,453,101.66
Other accounts payable272,702,051.07405,075,490.69
Non-current liabilities due within 1 year1,000,000.00-
Other current liabilities200,000,000.00100,000,000.00
Total current liabilities1,118,374,562.74885,299,384.16
Non-current liabilities:
Long-term borrowings47,000,000.00-
Bonds payable299,380,273.94298,931,506.83
Long-term accounts payable28,208,630.7157,563,422.41
Provisions4,466,897.39-
Deferred income201,416,930.35156,048,997.49
Deferred tax liabilities50,535,868.5910,584,342.80
Total non-current liabilities631,008,600.98523,128,269.53
Total liabilities1,749,383,163.721,408,427,653.69
Owners’ equity:
Share capital644,763,730.00644,763,730.00
Capital reserve167,480,381.25167,480,381.25
Other comprehensive income111,836,324.4919,800,344.49
Special reserve10,714,020.364,767,373.45
Surplus reserve520,074,434.56520,074,434.56
Retained earnings3,168,856,728.093,566,083,142.17
Equity attributable to owners of the Company as the parent4,623,725,618.754,922,969,405.92
Minority interests986,200,729.881,644,073,503.71
Total owners’ equity5,609,926,348.636,567,042,909.63
Total liabilities and owners’ equity7,359,309,512.357,975,470,563.32

The financial statements on pages 14-25are signed by:

Legal representative: BaiJingtaoChief Financial Officer: Yao ShenglanFinancial Manager: Li Xiaopeng

2. Balance sheet of the Company as the parent

Unit: RMB

Item30 September 201831 December 2017
Current assets:
Monetary funds77,165,168.74230,039,345.73
Notes and accounts receivable20,714,259.7912,987,394.84
Including: Notes receivable--
Accounts receivable20,714,259.7912,987,394.84
Other accounts receivable544,966,854.851,172,569,336.18
Inventories203,605.77415,163.18
Other current assets1,451,784.092,210,653.66
Total current assets644,501,673.241,418,221,893.59
Non-current assets:
Long-term accounts receivable11,004,284.7511,004,284.75
Long-term equity investments2,373,019,737.082,215,952,842.62
Investments in other equity instruments146,473,840.0023,759,200.00
Investment property13,291,124.0313,116,783.72
Fixed assets205,819,346.43204,839,343.34
Construction in progress3,799,997.7110,631,762.77
Intangible assets58,428,997.0059,954,618.20
Long-term prepaid expenses3,825,236.743,976,969.45
Total non-current assets2,815,662,563.742,543,235,804.85
Total assets3,460,164,236.983,961,457,698.44
Current liabilities:
Short-term borrowings378,400,000.00-
Notes and accounts payable13,771,700.1118,376,556.53
Accounts received in advance-98,400.00
Contractual liabilities18,800.00-
Payroll payable34,510,949.7851,689,614.60
Taxes payable1,255,908.401,578,674.01
Other accounts payable599,209,527.14880,542,349.29
Other current liabilities200,000,000.00100,000,000.00
Total current liabilities1,227,166,885.431,052,285,594.43
Non-current liabilities:
Bonds payable299,380,273.94298,931,506.83
Long-term accounts payable151,862,000.00150,098,000.00
Deferred tax liabilities32,861,160.002,182,500.00
Total non-current liabilities484,103,433.94451,212,006.83
Total liabilities1,711,270,319.371,503,497,601.26
Owners’ equity:
Share capital644,763,730.00644,763,730.00
Capital reserve240,001,254.59240,001,254.59
Other comprehensive income98,683,480.006,647,500.00
Special reserve300,734.01-
Surplus reserve520,074,434.56520,074,434.56
Retained earnings245,070,284.451,046,473,178.03
Total owners’ equity1,748,893,917.612,457,960,097.18
Total liabilities and owners’ equity3,460,164,236.983,961,457,698.44

3. Consolidated income statementfor July-September

Unit: RMB

ItemJuly-September 2018July-September 2017
1. Revenue539,467,699.85686,261,296.41
Including: Operating revenue539,467,699.85686,261,296.41
2. Operating costs and expenses359,464,426.64415,812,663.03
Including: Cost of sales295,876,286.78362,089,205.69
Taxes and surcharges2,746,150.021,853,478.88
Administrative expense40,309,900.6141,490,409.81
R&D expense10,987,844.832,854,430.22
Finance costs9,503,264.286,929,915.97
Including: Interest expense8,693,915.274,100,050.47
Interest income1,467,761.572,131,955.37
Asset impairment loss-595,222.47
Credit impairment loss40,980.12-
Add: Other income1,406,427.36-
Investment income (“-” for loss)26,178,519.5010,394,304.35
Including: Share of profit or loss of joint ventures and associates25,738,519.5010,394,304.35
Asset disposal income (“-” for loss)-446,458.08-
3. Operating profit (“-” for loss)207,141,761.99280,842,937.73
Add: Non-operating income5,911,410.841,113,569.34
Less: Non-operating expense2,080,004.82126,565.90
4. Profit before tax (“-” for loss)210,973,168.01281,829,941.17
Less: Income tax expense34,394,826.3542,575,036.56
5. Net profit (“-” for net loss)176,578,341.66239,254,904.61
5.1 Net profit from continuing operations (“-” for net loss)176,578,341.66239,254,904.61
5.2 Net profit from discontinued operations (“-” for net loss)--
Net profit attributable to owners of the Company as the parent137,156,655.12164,362,034.13
Minority interests’ income39,421,686.5474,892,870.48
6. Other comprehensive income, net of tax7,500.007,500.00
Attributable to owners of the Company as the parent7,500.007,500.00
6.1 Items that will not be reclassified to profit or loss7,500.00-
6.1.1 Changes in net liabilities or assets caused by remeasurements on defined benefit pension schemes--
6.1.2 Share of other comprehensive income of investees that will not be reclassified to profit or loss under equity method--
6.1.3Changes in fair value of investments in other equity instruments7,500.00-
6.2 Items that may subsequently be reclassified to profit or loss-7,500.00
6.2.1 Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method--
6.2.2Changes in fair value of other debt investments--
6.2.3 Gain/Loss arising from reclassification of financial assets--
7. Total comprehensive income176,585,841.66239,262,404.61
Attributable to owners of the Company as the parent137,164,155.12164,369,534.13
Attributable to minority interests39,421,686.5474,892,870.48
8. Earnings per share
8.1 Basic earnings per share0.2130.255
8.2 Diluted earnings per share0.2130.255

4. Income statement of the Company as the parent for July-September

Unit: RMB

ItemJuly-September 2018July-September 2017
1. Operating revenue64,302,993.3266,570,669.54
Less: Cost of sales37,535,635.0634,063,158.58
Taxes and surcharges677,409.72372,041.64
Administrative expense17,624,077.0917,180,373.46
R&D expense176,574.54-
Finance costs14,549,332.38-2,591,099.97
Including: Interest expense10,699,557.515,342,076.56
Interest income4,258,772.275,811,073.42
Add: Other income--
Investment income (“-” for loss)8,731,799.298,886,788.50
Including: Share of profit or loss of joint ventures and associates8,291,799.298,886,788.50
Asset disposal income (“-” for loss)-223,673.61-
2. Operating profit (“-” for loss)2,248,090.2126,432,984.33
Add: Non-operating income281,382.116,337.00
Less: Non-operating expense83,085.023,311.81
3. Profit before tax (“-” for loss)2,446,387.3026,436,009.52
Less: Income tax expense--
4. Net profit (“-” for net loss)2,446,387.3026,436,009.52
5. Other comprehensive income, net of tax7,500.007,500.00
5.1 Items that will not be reclassified to profit or loss7,500.00-
5.1.1 Changes in net liabilities or assets caused by remeasurements on defined benefit pension schemes--
5.1.2 Share of other comprehensive income of investees that will not be reclassified to profit or loss under equity method--
5.1.3Changes in fair value of investments in other equity instruments7,500.00-
5.2 Items that may subsequently be reclassified to profit or loss-7,500.00
5.2.1 Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method--
5.2.2 Changes in fair value of other debt investments--
5.2.3 Gain/Loss arising from reclassification of financial assets--
6. Total comprehensive income2,453,887.3026,443,509.52

5. Consolidated income statementfor January-September

Unit: RMB

ItemJanuary-September 2018January-September 2017
1. Revenue1,785,603,216.191,862,912,314.40
Including: Operating revenue1,785,603,216.191,862,912,314.40
2. Operating costs and expenses1,140,651,306.441,194,041,544.89
Including: Cost of sales953,297,463.401,033,776,842.10
Taxes and surcharges8,927,142.358,230,223.38
Administrative expense122,759,057.07113,325,262.05
R&D expense27,893,888.4819,984,575.58
Finance costs27,372,367.1620,204,691.09
Including: Interest expense19,543,138.2315,909,354.89
Interest income7,017,666.727,022,722.95
Asset impairment loss--1,480,049.31
Credit impairment loss401,387.98-
Add: Other income2,375,668.11-
Investment income (“-” for loss)79,648,356.6456,687,149.95
Including: Share of profit or loss of joint ventures and associates71,419,381.6447,270,149.95
Asset disposal income (“-” for loss)-426,755.70293,053.57
3. Operating profit (“-” for loss)726,549,178.80725,850,973.03
Add: Non-operating income8,814,063.093,440,134.81
Less: Non-operating expense5,529,931.51930,206.63
4. Profit before tax (“-” for loss)729,833,310.38728,360,901.21
Less: Income tax expense109,879,498.08115,435,176.00
5. Net profit (“-” for net loss)619,953,812.30612,925,725.21
5.1 Net profit from continuing operations (“-” for net loss)619,953,812.30612,925,725.21
5.2 Net profit from discontinued operations (“-” for net loss)--
Net profit attributable to owners of the Company as the parent453,216,945.79440,423,391.63
Minority interests’ income166,736,866.51172,502,333.58
6. Other comprehensive income, net of tax-577,500.00945,000.00
Attributable to owners of the Company as the parent-577,500.00945,000.00
6.1 Items that will not be reclassified to profit or loss-577,500.00-
6.1.1 Changes in net liabilities or assets caused by remeasurements on defined benefit pension schemes--
6.1.2 Share of other comprehensive income of investees that will not be reclassified to profit or loss under equity method--
6.1.3Changes in fair value of investments in other equity instruments-577,500.00-
6.2 Items that may subsequently be reclassified to profit or loss-945,000.00
6.2.1 Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method--
6.2.2Changes in fair value of other debt investments--
6.2.3 Gain/Loss arising from reclassification of financial assets--
7. Total comprehensive income619,376,312.30613,870,725.21
Attributable to owners of the Company as the parent452,639,445.79441,368,391.63
Attributable to minority interests166,736,866.51172,502,333.58
8. Earnings per share
8.1 Basic earnings per share0.7030.683
8.2 Diluted earnings per share0.7030.683

6. Income statement of the Company as the parent for January-September

Unit: RMB

ItemJanuary-September 2018January-September 2017
1. Operating revenue183,725,970.79186,607,006.88
Less: Cost of sales104,439,721.3896,056,923.22
Taxes and surcharges2,346,306.031,667,191.54
Selling expense--
Administrative expense55,287,511.4347,679,946.05
R&D expense176,574.54264,150.94
Finance costs25,943,344.61-6,158,195.61
Including: Interest expense27,074,710.1916,994,895.02
Interest income17,169,968.6218,652,853.74
Asset impairment loss--7,730.22
Add: Other income--
Investment income (“-” for loss)54,148,074.2952,464,958.97
Including: Share of profit or loss of joint ventures and associates45,919,099.2943,047,958.97
Asset disposal income (“-” for loss)-1,157,680.60304,464.57
2. Operating profit (“-” for loss)48,522,906.4999,874,144.50
Add: Non-operating income1,115,668.26253,068.78
Less: Non-operating expense202,335.13227,668.21
3. Profit before tax (“-” for loss)49,436,239.6299,899,545.07
Less: Income tax expense395,773.33-396,443.74
4. Net profit (“-” for net loss)49,040,466.29100,295,988.81
5. Other comprehensive income, net of tax-577,500.00945,000.00
5.1 Items that will not be reclassified to profit or loss-577,500.00-
5.1.1 Changes in net liabilities or assets caused by remeasurements on defined benefit pension schemes--
5.1.2 Share of other comprehensive income of investees that will not be reclassified to profit or loss under equity method--
5.1.3Changes in fair value of investments in other equity instruments-577,500.00-
5.2 Items that may subsequently be reclassified to profit or loss-945,000.00
5.2.1 Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method--
5.2.2 Changes in fair value of other debt investments--
5.2.3 Gain/Loss arising from reclassification of financial assets--
6. Total comprehensive income48,462,966.29101,240,988.81

7. Consolidated cash flow statement for January-September

Unit: RMB

ItemJanuary-September 2018January-September 2017
1. Cash flows from operating activities:
Cash received from sale of commodities and rendering of service1,597,741,056.191,886,755,850.59
Tax refunds received737,318.20271,441.02
Cash received from other operating activities61,593,726.02129,895,453.88
Subtotal of cash inflowsfrom operating activities1,660,072,100.412,016,922,745.49
Cash paid for goods and services553,607,197.47552,027,076.14
Cash paid to and for employees330,210,797.30321,966,068.17
Taxes paid126,869,557.90119,220,073.51
Cash paid for other operating activities80,670,045.24107,321,115.57
Subtotal of cash outflows due to operating activities1,091,357,597.911,100,534,333.39
Net cash flows from operating activities568,714,502.50916,388,412.10
2. Cash flows from investing activities:
Cash received asinvestment income46,790,979.8363,576,674.42
Net cash received from disposal of fixed assets, intangible assets and other long-term assets2,142,380.832,941,303.87
Other cash received related to investment activities500,000.00-
Subtotal of cash inflowsfrom investing activities49,433,360.6666,517,978.29
Cash paid to acquire fixed assets, intangible assets and other long-term assets133,985,309.58137,273,803.83
Net cash paid to acquire subsidiaries and other business units129,007,717.47-
Cash paid for other investing activities203,758,566.92-
Subtotal ofcash outflows due to investing activities466,751,593.97137,273,803.83
Net cash flows from investing activities-417,318,233.31-70,755,825.54
3. Cash flows from financing activities:
Increase in borrowings obtained629,630,000.00130,000,000.00
Net proceeds from issuance of bonds200,000,000.0099,850,000.00
Subtotal of cash inflowsfrom financing activities829,630,000.00229,850,000.00
Repayment of borrowings300,000,000.00466,270,000.00
Cash paid for interest expenses and distribution of dividends or profit957,772,123.12334,203,771.24
Including: dividends and profits paid to minority shareholders by subsidiaries97,429,396.884,312,769.48
Cash paid for other financing activities683,524.96406,269.73
Sub-total of cash outflows due to financing activities1,258,455,648.08800,880,040.97
Net cash flows from financing activities-428,825,648.08-571,030,040.97
4. Effect of foreign exchange rate changes on cash and cash equivalents-9,866,526.55-7,418,689.09
5. Net increase in cash and cash equivalents-287,295,905.44267,183,856.50
Add: Opening balance of cash and cash equivalents818,193,679.32607,380,440.10
6. Closing balance of cash and cash equivalents530,897,773.88874,564,296.60

8. Cash flow statement of the Company as the parent for January-September

Unit: RMB

ItemJanuary-September 2018January-September 2017
1. Cash flows from operating activities:
Cash received from sale of commodities and rendering of service173,217,442.24188,772,047.78
Cash received from other operating activities478,013,625.50469,499,883.46
Subtotal of cash inflowsfrom operating activities651,231,067.74658,271,931.24
Cash paid for goods and services51,308,565.9855,985,809.13
Cash paid to and for employees92,735,879.6383,152,010.01
Taxes paid5,009,988.486,507,083.07
Cash paid for other operating activities544,437,740.05160,933,506.79
Subtotal of cash outflows due to operating activities693,492,174.14306,578,409.00
Net cash flows from operating activities-42,261,106.40351,693,522.24
2. Cash flows from investing activities:
Cash received asinvestment income444,717,054.92198,279,462.18
Net cash received from disposal of fixed assets, intangible assets and other long-term assets352,864.002,693,776.59
Subtotal of cash inflowsfrom investing activities445,069,918.92200,973,238.77
Cash paid to acquire fixed assets, intangible assets and other long-term assets8,448,540.509,112,426.06
Net cash paid to acquire subsidiaries and other business units149,709,800.00-
Subtotal ofcash outflows due to investing activities158,158,340.509,112,426.06
Net cash flows from investing activities286,911,578.42191,860,812.71
3. Cash flows from financing activities:
Increase in borrowings obtained564,630,000.00163,988,000.00
Net proceeds from issuance of bonds200,000,000.0099,850,000.00
Subtotal of cash inflowsfrom financing activities764,630,000.00263,838,000.00
Repayment of borrowings300,000,000.00380,000,000.00
Cash paid for interest expenses and distribution of dividends or profit859,343,226.23322,990,776.06
Cash paid for other financing activities683,524.96406,269.73
Sub-total of cash outflows due to financing activities1,160,026,751.19703,397,045.79
Net cash flows from financing activities-395,396,751.19-439,559,045.79
4. Effect of foreign exchange rate changes on cash and cash equivalents-2,127,897.82-517,784.09
5. Net increase in cash and cash equivalents-152,874,176.99103,477,505.07
Add: Opening balance of cash and cash equivalents230,039,345.7397,401,657.09
6. Closing balance of cash and cash equivalents77,165,168.74200,879,162.16

II Auditor’s report

Is this Report audited?

□ Yes √ No

This Report is unaudited.

For and on behalf of the Board

BaiJingtaoChairman of the BoardShenzhen Chiwan Wharf Holdings Limited

Dated 31 October 2018


  附件:公告原文
返回页顶