The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
2015 ANNUAL REPORT
Disclosed on 28 March 2016
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section I. Important Statements, Contents & Terms
The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior
management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the
“Company”) hereby 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.
Board Chairman Shi Wei, Chief Financial Officer Zhang Fang and Financial Manager Li Li 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 5th Meeting of the 8th Board of
Directors.
Possible risks faced by the Company and countermeasures have been explained in “Section IV.
Discussion and Analysis by Management” 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 RMB4.10 (tax included) will
be distributed to all the shareholders for every 10 shares that 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 2015 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 .................................................................................... 7
Section IV. Discussion and Analysis by Management .................................................. 9
Section V. Significant Events ...................................................................................... 23
Section VI. Share Changes & Particulars about Shareholders .................................... 42
Section VII. Preference Shares .................................................................................... 48
Section VIII. Directors, Supervisors, Senior Management Staff & Employees ......... 49
Section IX. Corporate Governance ............................................................................. 59
Section X. Financial Statements (See attached) .......................................................... 72
Section XI. Documents Available for Reference ........................................................ 73
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Terms
Term Content
Company, the Company or Chiwan Wharf Shenzhen Chiwan Wharf Holdings Limited
CMG China Merchants Group
CMHI China Merchants Holdings (International) Company Limited
CND Group China Nanshan Development (Group) Inc.
Malai Storage Shenzhen Malai Storage Co., Ltd.
KFEL Keen Field Enterprises Limited
CDF China Development Finance Company Ltd.
Chiwan Container Terminal Co., Ltd. (controlled subsidiary
CCT
of the Company)
State-Owned Assets Supervision and Administration
SASAC of the State Council
Commission of the State Council
CSRC China Securities Regulation Commission
Shenzhen Bureau of China Securities Regulatory
Shenzhen CSRC
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 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section II. Company Profile & Financial Highlights
I. Company information
Stock abbr. Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022
Stock exchange Shenzhen Stock Exchange
Chinese name of the Company 深圳赤湾港航股份有限公司
Abbr. of the Chinese name of
深赤湾
the Company
English name of the Company
Shenzhen Chiwan Wharf Holdings Limited
(if any)
Abbr. of the English name of
Chiwan Wharf
the Company (if any)
Legal representative of the
Shi Wei
Company
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
http://www.szcwh.com
Company
Email address cwh@szcwh.com
II. Contact us
Company Secretary Securities Affairs 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 disclosure Securities Times, Ta Kung Pao (HK)
Internet website designated by CSRC for disclosing this Report http://www.cninfo.com.cn
Where this Report is placed Company Secretary Office
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
IV. Changes in the registered information
Social credit code 91440300618832968J
Changes in main business since going public (if any) No changes
Changes of controlling shareholder (if any) N/A
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 Li Weihua, Su Min
Sponsor engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
Financial consultant engaged by the Company to conduct sustained supervision during the reporting
period
□ Applicable √ Inapplicable
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 Yuan
Increase/decrease of
Item 2015 2014 current year over last 2013
year
Operating revenues 1,872,608,596.16 1,804,766,176.31 3.76% 1,780,774,836.30
Net profits attributable to
527,751,492.42 417,594,271.33 26.38% 502,894,547.79
shareholders of the parent
Net profits attributable to
shareholders of the parent after 528,043,530.88 417,628,589.12 26.44% 502,469,158.84
extraordinary gains and losses
Net cash flows from operating
977,850,737.45 818,315,147.74 19.50% 897,178,297.23
activities
Basic EPS (RMB Yuan/share) 0.819 0.648 26.39% 0.780
Diluted EPS (RMB Yuan/share) 0.819 0.648 26.39% 0.780
Weighted average ROE (%) 12.34% 10.36% 1.98% 13.26%
Increase/decrease of
As at 31 Dec.
Item As at 31 Dec. 2015 As at 31 Dec. 2014 current year-end than
last year-end
Total assets 6,913,772,876.99 6,935,824,199.68 -0.32% 7,346,529,214.70
Net assets attributable to
4,439,600,537.05 4,115,298,831.59 7.88% 3,947,846,392.77
shareholders of the Company
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
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
VIII. Financial highlights by quarter
Unit: RMB Yuan
Item Q1 Q2 Q3 Q4
Operating revenues 407,974,820.55 472,813,188.23 509,817,001.86 482,003,585.52
Net profits attributable to
102,580,695.58 139,396,676.76 175,532,433.81 110,241,686.27
shareholders of the parent
Net profits attributable to
shareholders of the parent
104,753,391.40 139,009,690.31 175,272,326.54 109,008,122.63
after extraordinary gains
and losses
Net cash flows from
161,160,849.20 204,361,665.51 279,497,564.39 332,830,658.35
operating activities
IX. Extraordinary gains and losses
Unit: RMB Yuan
Item 2015 2014
Profit or loss on disposal of non-current assets -748,062.06 -4,364,137.54 -1,697,013.72
Government grants recognized in profit or loss (except for
grants that are closely related to the Company's business
934,144.81 2,489,528.50 460,819.18
and are in amounts and quantities fixed in accordance with
the national standard)
Other non-operating income or expenses other than above 1,618,620.58 2,543,213.87 1,941,846.95
Less: Tax effects 579,718.94 40,993.60 127,755.31
Effects of minority interest (after tax) 1,517,022.85 661,929.02 152,508.15
Total -292,038.46 -34,317.79 425,388.95
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 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section III. Business Highlights
I. Main business during the reporting period
The company is principally engaged in the handling, warehousing and transportation of containers
and bulk cargoes, as well as the provision of related services. We have 6 container berths and 7 bulk
cargo berths in Chiwan Port (Shenzhen), 3 container berths in Mawan Port (Shenzhen) and 5 bulk
cargo berths in Machong Port (Dongguan). We also have an investment in Laizhou Wharf in
Shandong Province.
In the reporting period, shrinking growth in port transportation demand caused by low international
trade demand as well as fiercer competition due to overcapacity urged faster transformation by
upgrading and integration of regional resources. New technology such as the Internet and the
Internet of Things boosted the shift of port enterprises to a comprehensive service provider. As a
regional hub for container and bulk cargo carriers, the Company enjoyed sound business results as
well as a firm and improving market position.
II. Material changes in main assets
1. Material changes in main assets
Main assets Material changes
The Proposal on Launch of the Transfer of 20% of China Development Finance Company Ltd.
(“CDF”) has been reviewed and approved at the 5th Special Meeting of the 8th Board of Directors
in 2015 dated 7 Aug. 2015. As such, it has been agreed to start transfer of the Company’s
equities in CDF according to the rules governing property right management. During the period
from 29 Oct. to 25 Nov. 2015, the Company put out the equity transfer message through the
Equity assets Chongqing United Assets and Equity Exchange for solicitation and China Nanshan
Development (Group) Inc. (“CND Group”) turned out to be the transferee. Upon mutual
agreement, the Company will transfer the 20% stake it holds in CDF to the CND Group for
RMB112.9 million. The equity transfer contract has been signed on 30 Nov. 2015. And the
public announcement on the transfer (No. 2015-101) has been released on Securities Times, Ta
Kung Pao (HK) and www.cninfo.com.cn dated 1 Dec. 2015.
The Company has successfully merged in Shenzhen Chiwan Trans-Grains Terminal Limited
(“Trans-Grains Terminal”) in early 2015 and given the disclosure details in its 2014 Annual
Mergers
Report (“3. Business combination” under “V. Asset Transactions” under “Section V. Significant
Events”). For details, please see the relevant announcements on www.cninfo.com.cn.
III. Core competitiveness analysis
Upon more than 3 decades of development, the Company has gathered a pool of experienced
professionals and an excellent managerial team, with its business management highly recognized by
shareholders and clients. With stable client sources and efficient business process flows, the
Company is considered a leader in the sector in terms of operating efficiency. As a mature listed
port company in China, the Company owns an excellent brand and reputation in the market.
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Material changes in the Company’s core competitiveness during the reporting period: 1. Resource
capacity of the container terminals has been improved. In June 2015, Berth 12# and 13# in Chiwan
Wharf as well as Berth 6# and 7# in Mawan Wharf were successfully upgraded to a 150,000-ton-
level berth and put into use. 2. Resource capacity of the bulk cargo terminals has also been
improved. In April 2015, the Machong Phase II Wharf was approved for business by the reply of
the Guangdong Provincial Government. In May, the Machong Phase I Wharf was approved by the
reply of the Transport Office of Guangdong Province to upgrade from 50,000-ton-level berths to
conditional 70,000-ton-level berths. In November, the 100,000-ton-level mechanized horizontal
warehouse in Machong Wharf went into operation. In December, the Chiwan Wharf Berth 7#
upgrading project was launched. These improvements in our resource capacity will further increase
our competitiveness and provide guarantee for our business development.
The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited
Section IV. Discussion and Analysis by Management
I. Business review
In 2015, the global economy developed slowly amid polarization and adjustments, leading to falling
commodity prices and weak international trade demand. With its economic structure in an upgrade
period, China’s economic growth in the year slowed down to 6.9%. Its gross value of imports and
exports went down by 7.0% due to multiple factors such as low foreign demand, fading
conventional competitive edges and trade protectionism. Substantial development of the Belt and
Road Initiative, start of the supply-front structural reform as well as implementation and spread of
the free trade zone policies caused a shrinking growth in port transportation demand and urged a
faster pace in resource integration in the port industry. Meanwhile, new technology such as the
Internet and the Internet of Things boosted the shift of port enterprises to a comprehensive service
provider.
In 2015, strictly following the principle of “Recognize the Situation, Solidify What We Have and
Innovate for Breakthroughs”, the Company overcame difficulties and forged ahead. As a result, the
business plan for the year has been fully accomplished.
1. Continuous growth in business results
Affected by the sluggish macro-economy, growth
