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深赤湾A: 2008年半年度报告（英文版）
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2008 SEMI-ANNUAL REPORT
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
Important Note
The Board of Directors, the Board of Supervisors as well as the directors,
supervisors and senior management staff of Shenzhen Chiwan Wharf
Holdings Limited (hereinafter referred to as “the Company”) hereby
confirm that there exists no omission, misstatement, or misleading
information in this report, and accept, individually and collectively, the
responsibility for the correctness, accuracy and completeness of the
contents of this report.
This Semi-Annual Report has been reviewed and approved by the Second
session of the Sixth Board of Directors.
Ms. Wang Fen, the Chairman of the Board, Mr. Zhang Jianguo, the Chief
Financial Officer of the Company and Ms. Zhang Yuanling, the Financial
Manager of the Company, hereby confirm that the financial report
contained herein is true and complete.
The financial report contained herein has not been audited.
The Semi-Annual Report is written in both English and Chinese.
In case of any discrepancy between the two versions, Chinese version prevails.
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Table of Contents
PART I COMPANY PROFILE 1
PART II CHANGES IN SHARE CAPITAL AND SHAREHOLDINGS OF MAJOR SHAREHOLDERS 3
PART III DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT STAFF 5
PART IV REPORT OF THE BOARD OF DIRECTORS 6
PART V SIGNIFICANT EVENTS 8
PART VI FINANCIAL REPORT 16
PART VII DOCUMENTS FOR REFERENCE 17
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Semi-Annual Report 2008－Chiwan Wharf
PART I COMPANY PROFILE
I. Corporate Information
A. Company's Name in Chinese 深圳赤湾港航股份有限公司
Company's Name in English Shenzhen Chiwan Wharf Holdings Limited (CWH)
B. Stock Exchange Shenzhen Stock Exchange
Short Name of the Stock Chiwan Wharf A/Chiwan Wharf B
Stock Code 000022/200022
C. Place of Registration Chiwan, Shenzhen, PRC
Place of Offices 12-13/F., Chiwan Petroleum Building,
Chiwan, Shenzhen, PRC
Postal Code 518068
E-mail cwh@cndi.com
Internet Website http://www.szcwh.com
D. Legal Representative Ms. Wang Fen, Chairman
E. Secretary to the Board Ms. Pei Jiangyuan
Authorized Representative Ms. Bu Dan and Mr. Li Ying
Address 13/F., Chiwan Petroleum Building, Shenzhen, PRC
Tel +86 755 26694222
Fax +86 755 26684117
E-mail cwh@cndi.com
F. Newspaper for Information Disclosure "Securities Times" and "Ta Kung Pao”
Website for Semi-annual Report http://www.cninfo.com.cn
Semi-Annual Report Preparation Secretariat of the Board of Directors
II. Major Financial Highlights
Unit: RMB
As at 30 June 2008 As at 31 Dec. 2007 +/- ( ％)
Total assets 5,480,370,137 5,457,335,718 0.42%
Total equity(or shareholder’s equity) attributable to
equity holders of the Company 2,472,312,392 2,585,863,265 -4.39%
Net assets per share attributable to the shareholders of
the Company 3.834 4.011 -4.41%
January – June 2008 January – June 2007 +/- ( ％)
Operating profit 529,567,353 486,701,704 8.81%
Total profit 528,450,776 487,052,823 8.50%
Net profit attributable to equity holders of the Company 330,964,205 305,370,175 8.38%
Net profit attributable to equity holders of the Company
331,758,107
before extraordinary gains and losses 305,069,996 8.75%
EPS-Basic 0.513 0.474 8.23%
EPS-Diluted 0.513 0.474 8.23%
ROE 13.39% 13.84% -0.45%
Net cash flow arising from operating activities 546,900,230 530,121,444 3.17%
Net cash flow per share arising from operating activities 0.848 0.822 3.16%
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Semi-Annual Report 2008－Chiwan Wharf
● Items and amounts of extraordinary gains and losses
Item Amount
Net income on disposal of non-current (328,170)
Other non-operating expense-net (788,407)
Tax effects on extraordinary gains and losses 155,203
Minority interests on extraordinary gains and losses 167,472
Total (793,902)
● Net profit for the reporting period and net assets as at the end of reporting period as set out in
the financial statements prepared under Chinese and international accounting standards
Unit: RMB
CAS IFRS
Net profit 483,547,610 483,547,610
Net assets 3,180,613,494 3,180,613,494
After performing new accounting standard for business enterprise, there
Reason for difference existed no difference in either net profit for the reporting period or net assets
as at the end of reporting period as set out in the Financial Report prepared
under CAS and IFRS.
III. Return on Equity and Earnings per Share calculated in accordance with the requirements of the
Rules for the Compilation of Information Disclosures by the Companies Publicly Issuing
Securities (No. 9) promulgated by the China Securities Regulatory Commission
Return on equity Earnings per share
Profit for the reporting period Weighted
Fully diluted average Basic EPS Diluted EPS
Net profit attributable for equity holders
13.39% 12.37% 0.513 0.513
shareholders of the Company
Net profit attributable for equity holders
shareholders of the Company, before 13.42% 12.40% 0.515 0.515
extraordinary gains and losses
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Semi-Annual Report 2008－Chiwan Wharf
PART II CHANGES IN SHARE CAPITAL AND SHAREHOLDINGS OF
MAJOR SHAREHOLDERS
I. Changes in Share Capital
Before the Increase(+)/decrease(-) After the
change change
Issue of
Bonus Reserves
Number Percentage additional issue to stocks Other Sub-total Number Percentage
shares
1. Shares subject to trading moratorium 347,727,801 53.931% -23,243,415 -23,243,415 324,484,386 50.326%
a. State-owned shares
b. State-owned legal person shares
c. Other domestic shares
Including:
Shares held by domestic non-state-
owned legal person 347,559,485 53.905% -23,243,415 -23,243,415 324,316,070 50.300%
Shares held by domestic natural person 168,316 0.026% 168,316 0.026%
d. Shares held by overseas shareholders
Including:
Shares held by overseas corporations
Shares held by overseas natural person
2. Shares not subject to trading moratorium 297,035,929 46.069% +23,243,415 +23,243,415 320,279,344 49.674%
a. Ordinary shares denominated in RMB 117,221,676 18.181% +23,243,415 +23,243,415 140,465,091 21.786%
b. Domestically listed foreign shares 179,814,253 27.888% 179,814,253 27.888%
c. Overseas listed foreign shares
d. Others
3. Total shares 644,763,730 100% 644,763,730 100%
China Wharf A amounting to 23,243,415 shares held by China Nanshan Development (Group) Inc.
(hereinafter referred to as “CND”), the controlling shareholder of the Company, has been released
of trading moratorium and listed for circulation on 6 June 2008. Relevant public notice was
disclosed on Securities Times and Ta Kung Pao dated 5 June 2008 (Public Notice No. 2008-026).
II. Number of Shareholders and Particulars about Share Held (As at 30 June 2008)
Unit: Share
43,139 shareholders, of which 34,189 ones were shareholders
Total number of shareholders
of A shares and 8,950 ones were shareholders of B shares
Shareholdings of top ten shareholders
Capacity Number of Number of
(Holder of Percentage
State-owned of Total number shares subject to shares
Name of shareholders of shares held trading pledged or
shares or shareholding
(shares) moratorium frozen
foreign (％)
(shares) (shares)
shares)
CHINA NANSHAN DEVELOPMENT
57.51 370,802,900 324,316,070 0
(GROUP) INC.
CMBLSA RE FTIF TEMPLETON ASIAN Holder of B 3.65 23,552,225 0 Unknown
GRW FD GTI 5496
shares
Holder of B
PLATINUM ASIA FUND 2.35 15,128,018 0 Unknown
shares
THORNBURG INVESTMENT INCOME Holder of B 2.27 14,665,727 0 Unknown
BUILDER FUND
shares
JULIUS BAER INTERNATIONAL EQUITY Holder of B 1.68 10,852,024 0 Unknown
FUND
shares
Holder of B
1.63 10,492,803 0 Unknown
THORNBURG GLOBAL OPPORTUNITIES shares
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Semi-Annual Report 2008－Chiwan Wharf
FUND(9P14)
Holder of B
FTIF TEMPLETON BRIC FUND 1.15 7,446,322 0 Unknown
shares
GOVERNMENT OF SINGAPORE INV. Holder of B 1.04 6,679,457 0 Unknown
CORP.- A/C "C"
shares
Holder of B
DEUTSCHE BANK AG LONDON 0.91 5,857,491 0 Unknown
shares
JULIUS BAER INTERNATIONAL EQUITY Holder of B 0.68 4,401,718 0 Unknown
FUND II shares
Shareholdings of top ten shareholders holding shares not subject to trading moratorium
Name of shareholders Number of shares not subject to Type of shares (A, B, H
trading moratorium or other shares)
CHINA NANSHAN DEVELOPMENT (GROUP) INC. 46,486,830 A shares
CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 23,552,225 B shares
PLATINUM ASIA FUND 15,128,018 B shares
THORNBURG INVESTMENT
14,665,727 B shares
INCOME BUILDER FUND
JULIUS BAER INTERNATIONAL EQUITY FUND 10,852,024 B shares
THORNBURG GLOBAL OPPORTUNITIES FUND(9P14) 10,492,803 B shares
FTIF TEMPLETON BRIC FUND 7,446,322 B shares
GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 6,679,457 B shares
DEUTSCHE BANK AG LONDON 5,857,491 B shares
JULIUS BAER INTERNATIONAL EQUITY FUND II 4,401,718 B shares
The Company is not aware of whether there is any inter-relation among the
Explanation on associated relationship shareholders holding shares not subject to trading moratorium. CND does
among the top ten shareholders: not have any relations with the shareholders holding shares not subject to
trading moratorium.
III. Number of Shares Held by the Top Ten Shareholders Holding Shares Subject to Trading
Moratorium and Related Trading Moratorium
Number of shares Balance of shares Balance of shares
Name of Addition of
shareholders subject to trading Date tradable shares not subject to subject to trading
moratorium held
trading moratorium moratorium
3 July 2007 23,243,415 23,243,415 347,559,485
CND 370,802,900 6 June 2008 23,243,415 46,486,830 324,316,070
30 May 2009 324,316,070 370,802,900 0
In May 2006, the Company implemented its share merger reform. CND, the controlling shareholder
of the Company, committed in share merger reform: nontradable shares held by CND would not be
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Semi-Annual Report 2008－Chiwan Wharf
traded or transferred within 12 months since the date the shares obtained circulation right. After the
expiration of the aforesaid commitment, the proportion in the total shares of Chiwan Wharf
(excluding total B shares) taken up by the shares sold through listing and trading in Shenzhen Stock
Exchange would not exceed five percent within 12 months, and not exceed ten percent within 24
months.
IV. During the reporting period, the controlling shareholder of the Company remained
unchanged. Shares held by CND were neither changed nor pledged, frozen, mandated.
PART III DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT STAFF
I. Changes in Shares Held by Directors, Supervisors and Senior Management Staff for the
Reporting Period
Number of Number of
Number of Number of
shares shares held
shares held at additional shares Reason for
Name Title decreased for at the
the year-begin for the current change
the current period-end
(share) period (share)
period (share) (share)
Chairman of the 0 0
Wang Fen 82,632 82,632 N/A
Board
Fan Zhaoping Director 53,877 0 0 53,877 N/A
Yuan Yuhui Director 14,040 0 0 14,040 N/A
Han Guimao Director 13,988 0 0 13,988 N/A
Zheng Director/GM 25,871 0 0 25,871 N/A
Shaoping
Zhang Ning Director/Deputy GM 22,490 0 0 22,490 N/A
Selling out
Nie Qi Supervisor 11,526 0 2,882 8,644 tradable A
shares
II. Changes in directors, supervisors and senior management staff
Term of office of the fifth Board of Directors, the fifth Supervisors Committee and senior
management staff all expired in May 2008. The Annual General Meeting for 2007 held on 29 May
2008 included in its agenda the election of a new Board of Directors and a new Supervisors
Committee. After reviewing the reports on the election of a new Board of Directors, new
independent directors and a new Supervisors Committee at the meeting, it was resolved that Ms.
Wang Fen, Mr. Fan Zhaoping, Mr. Han Guimao, Mr. Yuan Yuhui, Mr. Zheng Shaoping and Mr.
Zhang Ning be elected as the Director of the sixth Board of Directors, and that Mr. Li Wuzhou, Mr.
Hao Zhujiang and Mr. Zhang Jianjun be elected as the Independent Director of the sixth Board of
Directors. Mr. Wang Hong, Ms. Mary-Jean Wong and Mr. Guo Songhua were elected as the
Supervisor of the sixth Supervisors Committee. Mr. Fang Jie and Ms. Ni Keqin were elected as
employee’s representatives in the sixth Supervisors Committee at the Workers’ Congress held on 2
April 2008. The terms of appointment of these newly elected Directors and Supervisors ends in
May 2011.
It was resolved at the first session of the sixth Board of Directors held on 29 May 2008 to elect Ms.
Wang Fen as Chairman of the sixth Board of Directors, to appoint Mr. Zheng shaoping as General
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Semi-Annual Report 2008－Chiwan Wharf
Manager of the Company, Mr. Zhang Ning as Deputy General Manager, Mr. Zhang Jianguo as
Chief Financial Officer of the Company, and Ms. Pei Jiangyuan as Secretary to the sixth Board of
Directors of the Company, with their terms ending in May 2011.
The first session of the sixth Supervisors Committee was held on 29 May 2008, at which Mr. Wang
Hong was elected as Chairman of the sixth Supervisors Committee.
PART IV REPORT OF THE BOARD OF DIRECTORS
I. Business Performance
A. Core business scope and business performance
The Company is principally engaged in the loading and unloading, warehousing and transportation
of container and bulk cargoes, and provision of supporting services.
The Company’s loading & unloading business at port continued to grow steadily during the
reporting period, with its pace of growth for container throughput and throughput of bulk and
general cargoes exceeding an overall level in Shenzhen.
Business data of the Company are set out as follows.
Business Data January – June January – June Increase/decrease
2008 2007 year-on-year
Total throughput of cargo (million ton) 31.850 28.288 12.6%
Including：Container throughput (million TEU) 3.045 2.791 9.1%
Chiwan port 2.165 2.024 7.0%
Mawan Port 0.880 0.767 14.7%
Throughput of bulk and general cargo 3.874 3.452 12.2%
(million ton)
Hours charged for tow trucks (’000 hours) 833 882 -5.6%
Hours charged for tugboat (hours) 16,773 15,323 9.5%
B. During the reporting period, year-on-year changes in revenue, operating profit and net profit
attributable to equity holders of company
Unit: RMB
Increase/decreas
Items January – June 2008 January – June 2007 e year-on-year
(％)
Revenue 975,980,451 918,939,616 6.21%
Operating profit 529,567,353 486,701,704 8.81%
Net profit attributable to
330,964,205 305,370,175 8.38%
equity holders of company
Reason for change: revenue, operating profit and net profit attributable to equity holders of
company
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Semi-Annual Report 2008－Chiwan Wharf
increased a little bit over the same period of last year because of increase of volume of business
year-on-year.
C. Core business accounting for 10% or above of the operating income for the reporting period:
Unit: RMB
Increase/decrease Increase/decreas Increase/decreas
Gross
Operating of operating e of operating e of gross profit
Business Operating cost profit ratio
income income year-on- cost year-on-year ratio income
(%)
year (%) (%) year-on-year (%)
Cargo handling 895,598,498 342,892,362 61.71% 5.87% 3.06% 1.04%
D. Profit breakdown, core business structure and profitability of the Company did not have
significant changes during the reporting period.
E. The Company conducted no other business, which exerted significant influence on the
Company’s profit during the reporting period.
F. Media Port Investments Limited (hereinafter referred to as “MPIL”) is jointly incorporated at
the British Virgin Islands by Chiwan Wharf Holdings (HK) Ltd. (hereinafter referred to as
“CWHK”), a wholly-owned subsidiary company of the Company, and China Merchants
Holdings (International) Company Limited as an investment controlling company. The said two
companies hold its 50% equity separately. MPIL holds 60% equity of Shenzhen Mawan Wharf
Co., Ltd., Shenzhen Mawan Port Service Co., Ltd. and Shenzhen Mawan Terminals Co., Ltd. in
total. During the reporting period, MPIL gains net profit of RMB110,301,472 through the
above-mentioned three companies.
For the reporting period, the Company earned investment income amounting to
RMB55,150,736 is from MPIL, accounting for 16.66% of net profit of the Company for the
reporting period.
II. Financial Status
A. Composition of assets and reasons for significant changes year-on-year:
Unit: RMB
Items As at 30 June 2008 As at 31 December 2007 +/- year-on-year
Short-term borrowing 832,370,000 1,221,310,000 -31.85%
Dividend payable 732,918,642 295,768,833 147.80%
Surplus reserve 310,231,123 1,094,116,893 -71.65%
Undistributed profit 1,357,521,431 679,821,265 99.69%
Minority interests 708,301,102 558,758,486 26.76%
Reasons for significant changes:
Decreases of short-term loan are due to return of loans for proposed projects;
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Semi-Annual Report 2008－Chiwan Wharf
Increases of dividend payable and retained profit and decrease of surplus reserve are due to cash
dividend for common shares distributed in July 2008. Dividend distribution plans was approved at
the Annual General Meeting held in May 2008;
Increases of minority interests are because of increase in net profit of the controlling subsidiaries.
B. Composition of cash flows:
Unit: RMB
Items January to June 2008 January to June 2007 +/- year-on-year
Net cash flow arising from operating
546,900,230 530,121,444 3.17%
activities
Net cash flow arising from investing
activities (51,859,564) (118,617,534) -56.28%
Net cash flow arising from financing
activities (480,271,952) (158,449,542) 203.11%
Net increase in cash and cash
14,768,714 253,054,368 -94.16%
equivalents
Reasons for significant changes:
Increases in net cash flow arising from operating activities are due to increases of operating profit
for the reporting period;
Increases in net cash flow arising from investing activities come from dividends received from
Shenzhen Chiwan Wharf Network System Co., Ltd. and Media Port Investments Ltd. during the
reporting period;
Decreases in net cash flow arising from financing activities are due to the fact that the Company
refunds the loans for proposed projects in January 2008.
III. Investments for the Reporting Period
A. No Funds were raised by the Company for the reporting period.
B. Major investment projects with non-raised funds
A total of RMB196.66 million was invested for the reporting period, which comprises the
following:
1. Investments in fixed assets of Chiwan port reached RMB93.06 million;
2. Investment in the Machong Project in Dongguan reached RMB63.60 million; and
3. Additional capital contribution to China Merchants Maritime & Logistics (Shenzhen) Ltd., our
40% owned subsidiary, totaled RMB40.00 million.
IV. Outlook of Future Market
With the influence from appreciation of Renminbi and raise of domestic production costs, growth of
foreign trade gave priority to processing trade in Pearl River Delta slowed down, resulting in a drop
trend in growth rate of containers throughput in Shenzhen Port. However, the overall situation of
containers transportation in the next half year as the midseason of traditional foreign trade would
still be stable. Container terminal business of the Company as well as bulk cargo handling business
are expected to remain stable in general.
PART V SIGNIFICANT EVENTS
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Semi-Annual Report 2008－Chiwan Wharf
I. Profit and Dividend Distribution Plan for 2007 and Implementation
As audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants Co., Ltd., net
profit of the Company for 2007 was RMB971,072,004, and retained profit at the beginning of the
year was zero after the Company made up losses with surplus reserve. In 2007, the Company had
paid common stock dividends of RMB371,383,908.48 for the year 2006, the residual profits
available for distribution was RMB599,688,095.52.
1. In accordance with the provisions of Company Law and the Articles of Association of the
Company, RMB97,107,200, i.e. 10% of net profit of parent company audited for the year
2007 was to be appropriated as statutory surplus reserve.
2. A cash dividend of RMB0.678 per share (tax included) totaling RMB437,149,808.94 would be
paid based on the total share capital of 644,763,730 as at the end of 2007.
After the aforesaid distribution, the residual retained profit of the Company was
RMB65,431,086.58.
The aforesaid profit distribution plan was completed on 29 July 2008, with the day of record for
A shares and last trading day for B shares being 24 July 2008 and the ex-dividend day being 25
July 2008.
II. In the middle of year 2008, no interim profit will be distributed and no reserves will be
transferred into shares.
III. The Company had no significant lawsuits or arbitration cases involved during the
reporting period.
IV. The Company did not materially acquire, sell or reorganize any assets for the reporting
period.
V. During the reporting period, the Company did not hold equity of financial enterprises such
as commercial banks, securities companies, insurance companies, trust companies, futures
companies or equity of the companies to be listed.
Set out below is equity of other listed companies held by the Company during the reporting
period, which were invested in the previous periods.
Unit: RMB
Book Change in
Gains/losses
Initial Shareholding value at owners’
Stock during the
Short name of the stock investment percentage in this the equity during
code reporting
amount listed companies period- the reporting
period
end period
600377 JiangSu Expressway 1,120,000 0.02% 6,030,000 - (3,681,800)
Shenzhen Petrochemical
400032 3,500,000 0.26% 382,200 - -
Industry (Group) Co., Ltd.
Guangdong Guang Jian
400009 27,500 0.02% 23,800 - -
Group Limited Company
Total 4,647,500 - 6,436,000 - (3,681,800)
VI. Special Explanation and Independent Opinion made by Independent Directors
In accordance with the Circular on Several Issues Concerning Regulating Capital Flow between
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Semi-Annual Report 2008－Chiwan Wharf
Listed Companies and Related Parties and Regarding Guarantee Provided to Outside Parties by
Listed Company (Zheng-Jian-Fa [2003] No. 56) and the Circular on Regulating the Guarantee to
Outside Parties by Listed Companies (Zheng-Jian-Fa (2005) No. 120) (hereinafter referred to as
“the Circulars”), as well as the requirements of the Circular on Properly Handling the Semi-Annual
Report 2008 of Listed Companies and Related Work, Mr. Li Wuzhou, Mr. Hao Zhujiang and Mr.
Zhang Jianjun, independent directors of the Company, seriously and responsibly reviewed and
checked related issues such as guarantee provided to outside parties by the Company and capital
occupied by the controlling shareholder and other related parties of the Company for the first half
year 2008 with a sense of responsibility to the Company, all shareholders and investors and the
principle of seeking truth from facts. And, they made the relevant explanation as follows:
1. As at 30 June 2008, the balance of guarantee provided to outside parties by the Company was
zero.
2. Strictly abiding by the provisions and requirements of the Circulars, as at 30 June 2008, no
funds of the Company was occupied by the controlling shareholder, and no illegal funds
occupation by the related parties existed, which happened in the previous years and not settled
until 30 June 2008. All fund flows between the Company and related parties are normal
operational fund flows.
To sum up, the independent director of the Company considered that the Company effectively
controlled its financial risk without harming interests of investors.
VII. Significant Related Party Transactions
A. Related party transactions relating to daily operations
1. Payment of land use fees
January to June 2008 January to June 2007
CND RMB16,929,968 RMB15,386,922
Due to demand of the Company’s daily operations, Harbor Division and Chiwan Container
Terminal Co., Ltd., in which the Company holds 55% equity directly and indirectly, rented lands
from CND for bulk cargo and container stacking. The said transactions have been recognized as
frequent transaction, which happened over past years and will also last in the future.
Keeping almost the same level with land rents in the western Shenzhen ports in 2007, rental price
was fair market price through negotiation between both parties as RMB3~11/sq.m. and was paid by
month. Penalty would be charged monthly at a ratio of 0.05% of monthly rental fee for each day
overdue.
The above rents accounted for 51.64% of whole rents for stacking yards and offices during the
reporting period. Operating expense of RMB16.93 million during the reporting period has thus
generated.
2. Income from handling business
January to June 2008 January to June 2007
Shenzhen Nantian Oil Mills Co., Ltd. RMB5,717,918 RMB6,390,001
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Semi-Annual Report 2008－Chiwan Wharf
By taking advantage of bulk cargo berth and handling equipments, Shenzhen Chiwan Terminal Co.,
Ltd., a wholly-owned subsidiary of the Company, provided Shenzhen Nantian Oil Mills Co., Ltd.
(“Nantian Oil Mills”) with handling and storage of raw material (i.e. soybean) service, which is the
ordinary business of the Company and will also last in the future. Being one of the customers for
bulk cargo business, Nantian Oil Mills has been supporting the Company with stable cargo source.
Handling charge of the above mentioned transaction was fair and mutually agreed by the parties,
and roughly the same as the handling fee for imported bulk grain in Shenzhen ports in 2007, and did
not impair the interests of the Company. The Company charges Nantian Oil Mills in a way of
“settlement upon every vessel”, according to business actually occurred. Account was settled
through banks.
The above-mentioned transactions accounted for 0.64% of revenue from handling business for the
reporting period, from which produced operating income of RMB5.72 million during the reporting
period.
3. Income from land transportation business
January to June 2008 January to June 2007
Mawan Company RMB8,877,003 RMB9,026,275
Shenzhen Mawan Port Service Co., Ltd. and Shenzhen Magang Cangma Co., Ltd. (hereinafter
jointly called as “Mawan Company”) are both clients of the Company for labor service contracting.
The Company provided horizontal transportation operation for containers and relevant operations,
which are the ordinary business of the Company and happened over past years and will also last in
the future.
Keeping almost the same level with labor service contracting fees in western Shenzhen ports in
2007, labor service contracting charge was fair market price through negotiation between both
parties and paid by month.
The above-mentioned transactions accounted for 13.66% of revenue from land transportation
business for the reporting period, from which produced operating income of RMB8.88 million
during the reporting period.
B. Other significant related party transactions
1. Accepting labor service
January to June 2008 January to June 2007
RMB RMB
Shenzhen Chixiao Engineering Construction Ltd. - 4,160,000
Shenzhen Haiqin Engineering Supervision Co., Ltd. - 2,455,650
Shenzhen Cyber-Harbor Network Co., Ltd. 2,936,218 4,629,850
Total 2,936,218 11,245,500
Services such as engineering construction, engineering supervision and network platform are
provided to the Company.
11
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Semi-Annual Report 2008－Chiwan Wharf
2. Long-term borrowings
CND January to June 2008 January to June 2007
RMB RMB
Obtaining borrowings - -
Repayment of borrowings （9,364,000） -
In March 2008, the Company repaid long-term loan of HKD10,00,000 obtained from CND in 2006
at the annual interest rate of 4.5%. The Company totally paid the relevant interests for such loans
for the period of January to June 2008 amounting to HKD5,258,466 (Total interests for the period
of January to June 2007 was HKD2,283,212 with the interest rate for 2007 being 5.62%).
C. Related credits and liabilities transactions
as at 30 June 2008 as at 31 December 2007
Accounts receivable
RMB RMB
Shenzhen Nantian Oil Mills Co., Ltd. 2,134,136 1,436,270
Mawan Company 2,089,325 1,318,892
Shenzhen Southseas Grains Industries Limited 175,247 1,071,885
Total 4,398,708 3,827,047
Operational current occurred when the Company provided such services as land transportation and
terminal handling. Ended 30 June 2008, the accounts receivable of the Company from related
parties took up 1.88% of total accounts receivable (2007: 1.76%).
Long-term receivables as at 30 June 2008 as at 31 December 2007
Media Port Investments Ltd.
RMB195,834,378 RMB195,834,378
Shareholder’s contribution to an associated company of the Company within the total investment
prescribed in the Joint Venture Agreement. Ended 30 June 2008, the long-term receivables of the
Company from related parties accounted for 100% of total long-term receivables (2007: 100%).
Accounts payable as at 30 June 2008 as at 31 December 2007
RMB RMB
Shenzhen Chixiao Engineering Construction Ltd. - 7,312,396
Shenzhen Haiqin Engineering Supervision Co., Ltd. 3,523,079 1,975,064
CND
1,014,107 1,308,356
Total 4,537,186 10,595,816
The Company’s accounts payable due to the related parties and the Company incurred as a result of
land leasing and acceptance of engineering construction and supervision service accounted for
9.18% of total accounts payables as at 30 June 2008 (2007: 18.52%).
Other payables as at 30 June 2008 as at 31 December 2007
12
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RMB RMB
CND (a) 3,402 200,006,183
Mawan Company (b) 5,135,527 2,251,895
Total 5,138,929 202,258,078
As at 30 June 2008, the Company’s other payables to related parties accounted for 4.62% of the
total other payables (2007: 68.81%).
a. RMB200 million of the amount was interest-free borrowings obtained by the Company on 14
December 2007 from CND for the purpose of paying good faith deposit for proposed project.
As the Company withdraw from the project, the relevant good faith deposit has been returned.
Thus, the afore-said borrowings were repaid by the Company to CND on 9 January 2008;
b ． In relation to marketing activities jointly conducted by the Company and Mawan Company, the
parties shared the expenses thus incurred according to numbers of berths each had. In relation
to the mutual collection and disbursement fees incurred in the course of settlement, the
Company will confirm the collection and disbursement fees with Mawan Company after
checking accounts with customers.
Long-term borrowings
as at 30 June 2008 as at 31 December 2007
due within one year
CND RMB217,244,800 RMB226,608,800
The Company’s loans from CND accounted for 17.54% of total loans as at 30 June 2008 (2007:
15.16%).
VIII. Significant Contracts
A. During the reporting period, the Company did not hold in trust, contract or lease any significant
assets from other companies, nor did it put in trust, contract or lease its significant assets to
other companies other than the above-mentioned A of VII in Part V.
B. During the reporting period, the Company did not provide any guarantee for others.
C. The Company did not entrust others to manage its cash assets during the reporting period.
IX. Special commitments made by shareholders holding non-circulating share in share reform
process and the execution
Name of shareholder Special commitment Execution
Commitment on dividend policy: CND commits to Profit distribution plan for
keep stable dividend policy as in the past, promises to 2006 and 2007 was executed
China Nanshan put forward dividend distribution proposal at Annual with the payout ratio being
Development (Group) General Meeting for 2006 and 2007, and the dividend 60% and 50.02%.
Incorporation (“CND”) payout ratio shall not be less than 50% of the
distributable profits achieved in respective year, and
promises to vote for it at Annual General Meeting.
Commitment on increase of its share equity at the Executed.
Company: To avoid the unreasonable fluctuation of
stock price of the Company and boost investors
confidence in the Company, and at the same time to
enhance its position as controlling shareholder, CND
will, within 2 months after the share reform proposal
be approved at the Relevant Shareholders’ Meeting of
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A Share Market, buy from stock market 9,406,540
shares (say 10% of all tradable A shares not subject to
trading moratorium of 94,065,400 after the execution
of the share reform proposal) when the price is not
higher than RMB13.00. Within 6 months after share
equity increase plan is executed, CND will not sell
any shares thus bought according to the said plan,
otherwise the income from the sale of shares will be
possessed by all shareholders.
Motivation scheme: In order to enhance Under discussion
shareholders’ confidence and boost initiatives of
management team and core staff of the Company,
CND will, after the share reform proposal is executed,
choose to entrust the Board of Directors of the
Company through annual general meeting to
formulate and carry out motivation scheme according
to relevant laws and regulations, thus integrate the
interests of management team with the whole
shareholders of the Company.
Letter of Guarantee: CND commits that it will Executed.
obtain, before the registration date for the Relevant
Shareholders’ Meeting of A Share Market, the letter
of guarantee from certain monetary institution
recognized by Shenzhen Stock Exchange, consenting
to provide complete guarantee to CND for the
required amount of money when put options granted
to shareholders of tradable shares be executed.
Keep the Company as a listed one: CND commits Executed.
that the Company is undertaking Share Reform with a
view to address the problem of balancing the interests
among shareholders of circulating and non-circulating
shares, but not to quit from the stock market. CND
promises to implement actions to keep the Company
as a listed one within the period stipulated by relevant
laws, rules and regulations, and to disclose
information in time, if the shareholding structure does
not conform to the requirements for a listed company
recognized by Shenzhen Stock Exchange due to the
execution of put option.
X. Interviews and visits in the reporting year
In the reporting period, the Company handled warm-heartedly investors’ phone calls and held one-
on-one meetings with investors. The Company disclosed relevant information to investors in
accordance with the Company Law, the Securities Law, the Rules on the Management of Investors
Relations and other laws and regulations. During the reporting period, the Company received in
aggregate 14 visits in total, respectively from 4 domestic funds, 4 domestic security firms, 2 QFIIs
and 34 other institutions. The Company gave visitors an introduction to the profile of the Company
and the development of its business, and made reasonable disclosures regarding the operations,
investments and financial status of the Company that the investors were interested in. The Company
did not disclose, reveal or divulge to any specific visitors any material information not generally
available to the public. Details of such interviews and visits are as follows:
Topics discussed and
No. Time Location Means Investor
information provided
14
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Semi-Annual Report 2008－Chiwan Wharf
1 Jan. 14, 2008 Conference room One-on-one Morgan Stanley
BABCOCK&BROWNRabobank
Nederland Shanghai Branch
Ellerston Capital
Quam Asset Management limited
Sunshine property and casualty
insurance company limited
Shanghai, MGT Capital Corp.
2 Jan.22,2008 UBS greater One-on-one China southern fund management
China conference co.,ltd
CCB Principal Asset Management
Co.,Ltd
The Children’s Investment Fund
Management(Asis)Limited
Daiwa asset management
APS China Research Pte Ltd
TB Alternative Assets Ltd
3 Feb.26.2008 Conference room One-on-one
Tiger Global
Telephone
4 Feb.29.2008 Conference room
conference
Basic status of the operations and
Baoying fund management co.,ltd.
5 Mar.04.2008 Conference room One-on-one China International Capital investments of the Company and
Corporation Limited the financial position of the
Hillhouse capital management,ltd
6 April.10,2008 Conference room One-on-one Company
Moon Capital Singapore Pte.Ltd
RCM Asia Pacific Limited Information provided:
Capital International
Thames River Capital Llp
Atlantic Investment (Japan) Limited Brief introductions of the
Beijing, Alliance Bernstein Limited Company
7 April.24,2008 JPMorgan annual One-on-one
China Conference UOB Asset Management Ltd
Golden Meditech Company Limited
Sinofert holdings ltd
Allard Partners Limited
JPMorgan Securities(Asia
pacific)Limited
Satellite Asset Management,L.P.
8 April.30,2008 Conference room One-on-one
Overlook Investments Limited
9 May.13,2008 Conference room One-on-one
CSC International Holdings Ltd
10 May.22,2008 Conference room One-on-one
TX Investment Consulting Co.,Ltd
11 June 6, 2008 Conference room One-on-one WanLian Securities
China Merchants
Holdings(International) Co.,Ltd
12 June 17, 2008 Conference room small group China Merchants Securities Co.,Ltd
Credit Suisse(HongKong)Limited
ShangHai Representative Office
15
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OCH-ZIFF capital management
hongkong limited
Eton Park Asia Limited
Pacific Asset Management Co.,Ltd
Harvest fund management co.,ltd
Lloyd George
Xi’an,
management(hongkong) limited
13 June 26, 2008 UBS(A-share One-on-one
UBS securities co. limited
Conference 2008)
Atlantic investment management
(Japan) limited
Daiwa Asset Management (H.K.)
Ltd.
ABN AMRO TEDA FUND
MANAGEMENT CO.,LTD
XI. Other Significant Events
Issue Date of Announcement Newspapers for Website for release
announcement No. release and page
It was agreed that the Company and China Merchants
International (China) Investment Company Limited
(“China Merchants Investment”) increased their capital
contribution to China Merchants Maritime & Logistics
(Shenzhen) Ltd. (“Maritime & Logistics Ltd.”), which is
held as 60% by China Merchants Investment and 40% by
the Company respectively, in cash in proportion to their
respective shareholding percentages. Such funds will be Page C14 of
used to the construction of warehouses of phases 5. After “Securities
http://www.
additional capital, the registered capital of Maritime & 22 May 2008 2008-022 Times” cninfo.com.cn
Logistics Ltd. has increased to RMB400 million from Page C3 of “Ta
RMB300 million. As calculated in accordance with Kung Pao”
investment proportion, the additional capital contribution
made by the Company to Maritime & Logistics Ltd was
RMB40 million. Before and after additional capital, the
equity proportion of Maritime & Logistics Ltd. remained
unchanged, namely its 60% equity was held by China
Merchants Investment, and 40% equity was held by the
Company.
Page B18 of
Shares totaling 23,243,415 subject to trading moratorium
“Securities
held by CND, the controlling shareholder of the Company, http://www.
5 June 2008 2008-026 Times”
will be listed for trading,. The listing date for such shares is cninfo.com.cn
Page A30 of
6 June 2008.
“Ta Kung Pao”
To ensure normal production and operation for 2008 and
financing demand for shareholding subsidiary company, the
Company would provide guarantee for bank loans to CCT, Page C9 of
a shareholding subsidiary company of the Company. On the “Securities
http://www.
occasion, the Company would sign a contract of guarantee 26 June 2008 2008-028 Times”
cninfo.com.cn
with Nanyang Commercial Bank (China) Shenzhen Branch. Page B8 of “Ta
It was expected to provide guarantee of HKD 44 million for Kung Pao”
CCT by means of joint responsibility guarantee with
guarantee term of two years.
PART VI. FINANCIAL REPORT (unaudited and attached)
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Semi-Annual Report 2008－Chiwan Wharf
PART VII. DOCUMENTS FOR REFERENCE
1. Original copy of the Semi-Annual Report 2008 signed by the Chairman of the Board;
2. Semi-Annual Financial Report 2008 carrying the signatures of the Company's legal representative, the
Chief Financial Officer and Financial Manager;
3. Original copy and press release of all the documents disclosed on “Securities Times” and “Ta Kung
Pao”; and
4. Other relevant information.
For and on behalf of the Board
Wang Fen
Chairman
Shenzhen Chiwan Wharf Holdings Limited
Dated 30th August, 2008
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
30 JUNE 2008
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY BALANCE SHEETS
AS AT 30 JUNE 2008
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
30 June 2008 31 December 2007 30 June 2008 31 December 2007
ASSETS Note The Group The Group The Company The Company
Current assets
Cash at bank and on hand 5(1) 796,356,248 781,587,534 408,125,357 570,266,835
Notes receivable 5(2) - 1,167,600 - 1,167,600
Dividends receivable - - 348,737,572 425,321,224
Accounts receivable 5(2)、7(1) 233,871,656 217,005,190 21,598,905 9,647,134
Advances to suppliers 5(2) 24,692,472 6,272,274 - -
Other receivables 5(2)、7(1) 12,599,132 9,817,791 132,044,682 146,614,365
Inventories 5(3) 27,596,256 24,629,401 915,230 1,034,833
Hedging instrument 5(4) 32,213,500 39,459,166 - -
Total current assets 1,127,329,264 1,079,938,956 911,421,746 1,154,051,991
Non-current assets
Available-for-sale financial assets 5(5) 6,030,000 10,520,000 6,030,000 10,520,000
Long-term receivables 5(6)、7(2) 195,834,378 195,834,378 217,001,724 217,001,724
Long-term equity investments 5(7)、7(3) 285,476,507 335,978,363 833,008,702 786,582,728
Investment properties 5(8) 29,492,726 29,664,243 21,185,868 21,511,246
Fixed assets 5(9) 2,284,923,057 2,272,954,882 191,455,141 198,322,996
Construction in progress 5(10) 329,705,868 288,525,812 1,034,218 944,134
Intangible assets 5(11) 1,119,444,510 1,138,614,622 119,715,971 120,356,947
Goodwill 5(12) 10,858,898 10,858,898 - -
Long-term prepaid expenses 5(13) 66,280,591 65,424,928 5,955,979 5,839,087
Deferred tax assets 5(14) 24,994,338 29,020,636 10,116,209 12,639,786
Total non-current assets 4,353,040,873 4,377,396,762 1,405,503,812 1,373,718,648
TOTAL ASSETS 5,480,370,137 5,457,335,718 2,316,925,558 2,527,770,639
1
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY BALANCE SHEETS
AS AT 30 JUNE 2008 (CONTINUED)
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
LIABILITIES AND 30 June 2008 31 December 2007 30 June 2008 31 December 2007
OWNERS’ EQUITY Note The Group The Group The Company The Company
Current liabilities
Short-term borrowings 5(17) 832,370,000 1,221,310,000 12,220,000 401,160,000
Notes payable 24,685,000 6,687,150 - -
Accounts payable 5(16) 49,423,678 57,201,825 14,303,728 12,926,232
Advances from customers 5(18) 398,343 427,561 - -
Employee benefits payable 5(19) 27,279,738 48,322,728 23,730,388 28,325,184
Dividends payable 732,918,642 295,768,833 437,149,809 -
Taxes payable 5(20) 26,919,332 25,870,474 (1,355,635) 1,117,555
Interests payable 2,645,885 173,320 1,457,327 173,320
Other payables 5(21) 111,306,744 293,955,986 434,326,938 467,181,771
Deferred revenue 5,292,500 5,292,500 - -
Current portion of non-current
liabilities 217,244,800 273,428,800 - -
Total current liabilities 2,030,484,662 2,228,439,177 921,832,555 910,884,062
Non-current liabilities
Long-term borrowings 5(22) 188,940,000 - 188,940,000 -
Deferred revenue 77,182,290 79,828,541 - -
Deferred tax liabilities 5(14) 3,149,691 4,446,249 883,800 1,692,000
Total non-current liabilities 269,271,981 84,274,790 189,823,800 1,692,000
Total liabilities 2,299,756,643 2,312,713,967 1,111,656,355 912,576,062
Owners' equity
Paid-in capital 5(23) 644,763,730 644,763,730 644,763,730 644,763,730
Capital surplus 5(24) 161,211,941 168,577,210 153,937,028 157,618,828
Surplus reserve 5(25) 310,231,123 1,094,116,893 310,231,123 1,094,116,893
Undistributed profits 1,357,521,431 679,821,265 96,337,322 (281,304,874)
Translation difference of
foreign currency financial
statements (1,415,833) (1,415,833) - -
Total equity attributable to
equity holders of the
Company 2,472,312,392 2,585,863,265 1,205,269,203 1,615,194,577
Minority interest 708,301,102 558,758,486 - -
Total owners' equity 3,180,613,494 3,144,621,751 1,205,269,203 1,615,194,577
TOTAL LIABILITIES AND
OWNERS’ EQUITY 5,480,370,137 5,457,335,718 2,316,925,558 2,527,770,639
The accompanying notes form an integral part of these financial statements.
2
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY INCOME STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2008
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
Jan-June 2008 Jan-June 2007 Jan-June 2008 Jan-June 2007
Items Note The Group The Group The Company The Company
Revenue 5(26) 975,980,451 918,939,616 104,002,444 95,110,366
Less: Cost (383,929,848) (367,553,634) (68,629,370) (65,359,956)
Tax and levies on operations 5(27) (33,725,006) (31,638,698) (3,441,734) (3,087,206)
General and administrative
expenses (65,259,506) (53,679,715) (24,917,705) (17,361,086)
Finance expenses - net 5(28) (15,065,448) (29,702,675) (7,374,075) (5,745,994)
Asset impairment losses - - - -
Add: Investment income 5(29), 7(4) 51,566,710 50,336,810 32,702,196 548,543,704
Including: Share of profit of
associates and joint
ventures 51,566,710 43,710,595 (3,584,026) (904,484)
Operating profit 529,567,353 486,701,704 32,341,756 552,099,828
Add: Non-operating income 5(30) 493,918 464,206 15,776 294,470
Less: Non-operating expenses 5(31) (1,610,495) (113,087) (659,462) (20,045)
Including: Loss on disposals
of non-current assets (758,148) (86,302) (425,122) (14,750)
Total profit 528,450,776 487,052,823 31,698,070 552,374,253
Less: Income tax expenses 3、5(32) (44,903,166) (44,421,690) (791,835) (1,680,264)
Net profit 483,547,610 442,631,133 30,906,235 550,693,989
Attributable to equity holders of
the Company 330,964,205 305,370,175
Minority interest 152,583,405 137,260,958
Earnings per share
(attributable to equity holders of
the Company)
Basic earnings per share 5(33) 0.513 0.474
Diluted earnings per share 5(33) 0.513 0.474
The accompanying notes form an integral part of these financial statements.
3
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2008
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
Jan-June 2008 Jan-June 2007 Jan-June 2008 Jan-June 2007
Items The Group The Group The Company The Company
1. Cash flows from operating activities
Cash received from rendering of services 932,385,962 895,004,098 76,774,836 79,057,188
Refund of taxes and levies - - - -
Cash received relating to other operating
activities 31,124,514 6,025,672 234,507,200 38,276,786
Sub-total of cash inflows 963,510,476 901,029,770 311,282,036 117,333,974
Cash paid for goods and services (211,971,354) (181,112,625) (44,346,712) (39,637,297)
Cash paid to and on behalf of employees (114,897,044) (97,724,791) (30,607,351) (23,354,937)
Payments of taxes and levies (76,429,461) (77,664,148) (3,205,389) (3,647,465)
Cash paid relating to other operating activities (13,312,387) (14,406,762) (790,516) (547,658)
Sub-total of cash outflows (416,610,246) (370,908,326) (78,949,968) (67,187,357)
Net cash flows from operating activities 546,900,230 530,121,444 232,332,068 50,146,617
2. Cash flows from investing activities
Cash received from disposals of investments - - 38,000,000 144,000,000
Cash received from returns on investments 142,068,566 6,635,215 54,597,101 43,542,466
Net cash received from disposals of fixed
assets 2,734,690 696,024 530,000 78,750
Sub-total of cash inflows 144,803,256 7,331,239 93,127,101 187,621,216
Cash paid to acquire fixed assets, intangible
assets and other long-term assets (156,662,820) (125,948,773) (4,489,050) (17,520,683)
Cash paid relating to other investing activities (40,000,000) - (75,523,511) (53,075,000)
Sub-total of cash outflows (196,662,820) (125,948,773) (80,012,561) (70,595,683)
Net cash flows from investing activities (51,859,564) (118,617,534) 13,114,540 117,025,533
3. Cash flows from financing activities
Cash received from borrowings 245,340,000 205,000,000 188,940,000 205,000,000
Cash repayments of borrowings (701,524,000) (335,000,000) (588,940,000) (130,000,000)
Cash payments for interest expenses and
distribution of dividends or profits (24,087,952) (28,449,542) (7,588,086) (6,038,782)
Sub-total of cash outflows (725,611,952) (363,449,542) (596,528,086) (136,038,782)
Net cash flows from financing activities (480,271,952) (158,449,542) (407,588,086) 68,961,218
4. Effect of foreign exchange rate changes on
cash and cash equivalents - - - -
5. Net increase in cash and cash equivalents 14,768,714 253,054,368 (162,141,478) 236,133,368
Add: Cash and cash equivalents at beginning
of year 781,587,534 168,522,871 570,266,835 72,425,922
6. Cash and cash equivalent at end of year 796,356,248 421,577,239 408,125,357 308,559,290
The accompanying notes form an integral part of these financial statements.
4
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN OWNERS’ EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2008
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
30 June 2008
Attributable to equity holders of the Company
Translation
Items difference of Minority Total owners'
Less: Common
Surplus Undistributed interest equity
Paid-in capital Capital surplus Shares risk profits foreign currency
in stock reserves provision
financial
statements
I.Balance at 31 December 2007
644,763,730 168,577,210 1,094,116,893 679,821,265 (1,415,833) 558,758,486 3,144,621,751
Plus:Changes in accounting policies
Correcting of previous errors
II.Balance at 1 January 2008 644,763,730 168,577,210 1,094,116,893 679,821,265 (1,415,833) 558,758,486 3,144,621,751
III.Movement for the six months ended
30 June 2008 (“-“ for decrease) (7,365,269) (783,885,770) 677,700,166 149,542,616 35,991,743
(I)Net profit 330,964,205 152,583,405 483,547,610
(II)Gains or losses recognised directly
in owners' equity (7,365,269) (3,040,789) (10,406,058)
1.Net changes in fair value of
available-for-sale financial assets (3,681,800) (3,681,800)
2. Influence of change in other
owners’ equity of invested enterprises (3,716,519) (3,040,789) (6,757,308)
on equity basis
3.Influence of income tax related to
owners’ equity items
4.Others
33,050 33,050
Sub-total
(7,365,269) 330,964,205 149,542,616 473,141,552
(III)Investment or decreasing
of capital by owners
1. Investment by owners
2. Amount of shares paid and
accounted as owners’ equity
3. Others
(IV)Profit distribution 97,107,200 (534,257,009) (437,149,809)
1.Appropriation to surplus reserves 97,107,200 (97,107,200)
2.Providing of common risk
provisions
3.Profit distribution to equity owners (437,149,809) (437,149,809)
4.Others
(V)Internal transferring of
owners’ equity (880,992,970) 880,992,970
1. Internal transferring of
owners’ equity
2. Capitalizing of surplus
reserves (or to capital shares)
3. Making up losses by surplus
reserves (880,992,970) 880,992,970
4. Others
IV.Balance at 30 June 2008
644,763,730 161,211,941 310,231,123 1,357,521,431 (1,415,833) 708,301,102 3,180,613,494
The accompanying notes form an integral part of these financial statements.
5
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN OWNERS’ EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2008(CONTINUED)
(All amounts in RMB Yuan unless otherwise stated)
[English translation for reference only]
31 December 2007
Attributable to equity holders of the Company
Translation
difference of
Items
Minority interest Total owners' equity
Less: Common foreign
Paid-in capital Capital surplus Shares Surplus reserves risk Undistributed profits
in stock provision
currency
financial
statements
I.Balance at 31 December 2006 644,763,730 140,004,950 1,094,116,893 387,333,006 (3,785,263) 808,996,475 3,071,429,791
Plus:Changes in accounting policies
Correcting of previous errors
II.Balance at 1 January 2007 644,763,730 140,004,950 1,094,116,893 387,333,006 (3,785,263) 808,996,475 3,071,429,791
III.Movement for the year ended 31 28,572,260 292,488,259 2,369,430 (250,237,989) 73,191,960
December 2007 (“-“ for decrease)
(I)Net profit 663,872,167 328,632,037 992,504,204
(II)Gains or losses recognised directly
in owners' equity 28,572,260 2,369,430 16,517,213 47,458,903
1.Net changes in fair value of
available-for-sale financial assets 7,708,000
2.Influence of change in other
owners’ equity of invested enterprises 20,187,704 16,517,213 36,704,917
on equity basis
3.Influence of income tax related to
owners’ equity items
4.Others
676,556 2,369,430
Sub-total
28,572,260 663,872,167 2,369,430 345,149,250 1,039,963,107
(III)Investment or decreasing
of capital by owners
1. Investment by owners
2. Amount of shares paid and
accounted as owners’ equity
3. Others
(IV)Profit distribution (371,383,908) (595,387,239) (966,771,147)
1.Appropriation to surplus reserves
2.Providing of common risk
provisions
3.Profit distribution to equity owners (371,383,908) (595,387,239 (966,771,147)
4.Others
(V)Internal transferring of
owners’ equity
1. Internal transferring of
owners’ equity
2. Capitalizing of surplus
reserves (or to capital shares)
3. Making up losses by surplus
reserves
4. Others
IV.Balance at 31 December 2007
644,763,730 168,577,210 1,094,116,893 679,821,265 (1,415,833) 558,758,486 3,144,621,751
6
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2008
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
1. General information
Shenzhen Chiwan Wharf Holdings Limited (the “Company”) was incorporated in September 1982 in Shenzhen, the
People’s Republic of China (the “PRC”), by China Nanshan Development (Group) Ltd (the “Nanshan Group”). In
January 1993, as approved by the Shenzhen municipal government with document SFBF (1993)357, the
Company was reorganized into a joint stock limited company. In February 1993, the Company issued, by public
offering, the domestic shares (“A shares”) of 46,000,000 shares and domestically listed foreign shares (“B shares”)
of 40,000,000 shares. Both shares were listed in Shenzhen Stock Exchange in May 1993.
In June 1994, 31,047,000 bonus shares were issued in a proportion of “one bonus share for every ten shares”. In
June, the bonus A shares and bonus B shares held by Nanshan Group were listed in Shenzhen Stock Exchange.
In December 1995, the Company issued additional 40,000,000 B shares, consequently, the total volume of the
Company’s shares rose to 381,517,000.
In June 2004, the directors of the Company resolved to increase the share capital by means of capitalization of the
share premium and capital reserves of the Company to the extent that 3 additional ordinary shares were issued to
each shareholder holding 10 shares of the Company. As the result, the total volume of shares was increased
from 381,517,000 to 495,972,100.
In July 2005, again the directors of the Company resolved to increase the share capital by means of capitalization
of the share premium and capital reserves of the Company to the extent that 3 additional ordinary shares were
issued to each shareholder holding 10 shares of the Company.Consequently, the total volume of shares was
increased from 495,972,100 to 644,763,730.
Pursuant to the relevant rules and regulations issued by the PRC authorities and approval from State-owned Asset
Supervision and Administration Commission with document No. (2006)405, share segregation reform of the
Company was performed in May 2006. Nanshan Group, the non public shares shareholder of the Company,
offered RMB11.5 in cash, 1 share and 8 put options, to the holders of every 10 listed A shares. In return the listed
A shares shareholders agree to allow the non public shares held by Nanshan Group be converted into listed A
shares. From 30 May 2006, the non public A shares held by Nanshan Group (original volume less those offered to
tradable A shares shareholders) become listed with restriction on disposal for certain lock up period. As to the put
options offered by Nanshan Group, during the required exercise period from 23 May 2007 to 29 May 2007, none
was actually exercised by listed A shares shareholders.
On 3 July 2007, 23,243,415 shares of A shares held by the Nanshan Group with restriction on disposal exceeded
the lock up period and became listed A shares with no restriction on disposal accordingly. On 6 June 2008,
23,243,415 shares of A shares held by the Nanshan Group with restriction on disposal exceeded the lock up
period and became listed A shares with no restriction on disposal accordingly.
The Company and its subsidiaries (collectively the “Group”) are principally engaged in the provision of cargo
packing, cargo handling, container terminal, warehousing, land and sea transportation services.
These consolidated financial statements have been approved for issue by the Board of Directors on 8 April 2008.
7
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2008
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2. Summary of significant accounting policies and accounting estimates
(1) Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with China
Accounting Standards (“CAS”).
(2) Accounting period
The Company’s accounting year starts on 1 January and ends on 31 December.
(3) Recording currency
The recording currency is Renminbi (RMB).
(4) Foreign currency translation
(a) Transactions and balances
Foreign currency transactions are translated into RMB using the exchange rates prevailing at the
dates of the transactions.
At the balance sheet date, monetary items denominated in foreign currency are translated into RMB
using the spot exchange rate at the balance sheet date. Exchange differences arising from these
translations are recognised in profit or loss for the current period, except for those attributable to
foreign currency borrowings that have been taken out specifically for the acquisition, construction or
production of qualifying assets, which are capitalised as part of the cost of those assets. Non-monetary
items denominated in foreign currency that are measured in terms of historical cost are translated at
the balance sheet date using the spot exchange rate at the date of the transaction.
(b) Group companies
The results and financial position of all the group entities that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
(i) Assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet;
(ii) income and expenses for each income statement are translated at average exchange rates
(unless this average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the
rate on the dates of the transactions);
(iii) All resulting exchange differences are recognised as a separate component of equity.
8
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2008
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2. Summary of significant accounting policies and accounting estimates (continued)
(5) Cash and cash equivalents
For the purpose of the cash flow statement, cash comprises cash in hand and deposits held at call
with bank. Cash equivalents refer to short-term and highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value.
(6) Financial assets
Financial assets are classified into the following categories at initial recognition: financial assets at fair
value through profit or loss, receivables, available-for-sale financial assets and held-to-maturity
investments. The classification of financial assets depends on the Group’s intention and ability to hold
the financial assets.
(a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for the purpose of
selling in the short term, which are presented as financial assets held for trading on the balance sheet.
(b) Receivables
Receivables, including accounts receivable and other receivables, are non-derivative financial assets
with fixed or determinable payments that are not quoted in an active market (Note 2 (7)).
(c) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated in this
category or not classified in any of the other categories at initial recognition. Available-for-sale financial
assets are included in other current assets in the balance sheet if management intends to dispose of
them within 12 months of the balance sheet date.
(d) Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed maturity and fixed or
determinable payments that management has the positive intention and ability to hold to maturity.
Held-to-maturity investments with maturities less than 12 months of the balance sheet date are
included in other current assets or current portion of non-current assets on the balance sheet.
9
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2008
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2. Summary of significant accounting policies and accounting estimates (continued)
(6) Financial assets (continued)
(e) Recognition and measurement
Financial assets are recognised at fair value on the balance sheet when the Group becomes a party to
the contractual provisions of the financial instrument. In the case of financial assets at fair value
through profit or loss, related transaction costs are recognised in profit or loss for the current period.
For other financial assets, transaction costs that are attributable to the acquisition of the financial
assets are included in their initial recognition amounts. Financial assets are derecognised when the
contractual rights to receive the cash flows from the financial assets have expired, or all substantial
risks and rewards of ownership of the financial assets have been transferred to the transferee.
Financial assets at fair value through profit or loss and available-for-sale financial assets are
subsequently measured at fair value. Investments in equity instruments are measured at cost when
they do not have a quoted market price in an active market and whose fair value cannot be reliably
measured. Receivables and held-to-maturity investments are measured at amortised cost using the
effective interest method.
A gain or loss arising from a change in fair value of an available-for-sale financial asset is recognised
directly in equity, except for impairment losses and foreign exchange gains and losses arising from the
translation of monetary financial assets, until the financial asset is derecognised, at which time the
cumulative gain or loss previously recognised in equity is recognised in profit or loss for the current
period. Interests on available-for-sale investments in debt instruments are calculated using the
effective interest method during the period in which such investments are held and are recognised in
investment income. Cash dividends on available-for-sale investments in equity instruments are
recognised in investment income when the investee declares the dividends.
(f) Impairment of financial assets
The Group assesses the carrying amount of a financial asset other than that at fair value through profit
or loss at each balance sheet date. If there is objective evidence that the financial asset is impaired,
the Group shall determine the amount of any impairment loss.
If an impairment loss on a financial asset carried at amortised cost has been incurred, the amount of
loss is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows (excluding future credit losses that have not been incurred). If there is
objective evidence that the value of the financial asset recovered and the recovery is related
objectively to an event occurring after the impairment was recognised, the previously recognised
impairment loss is reversed and the amount of reversal is recognised in profit or loss.
10
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2008
(All amounts in RMB unless otherwise stated)
[English translation for reference only]
2. Summary of significant accounting policies and accounting estimates (continued)
(6) Financial assets (continued)
(f) Impairment of financial assets (continued)
In the case of a significant or prolonged decline in the fair value of an available-for-sale financial asset,
the cumulative loss arising from the decline in fair value that had been recognised directly in equity is
removed from equity and recognised in impairment loss. For an investment in debt instrument
classified as available-for-sale on which impairment losses have been recognised, if, in a subsequent
period, its fair value increases and the increase can be objectively related to an event occurring after
the impairment loss was recognised in profit or loss, the previously recognised impairment loss is
reversed and recognised in profit or loss for the current period. For an investment in an equity
instrument classified as available-for-sale on which impairment losses have been recognised, if, in a
subsequent period, its fair value increases and the increase can be objectively related to an event
occurring after the impairment loss was recognised in profit or loss, the previously recognised
impairment loss is reversed and directly recognised in equity. Impairment losses incurred on an
investment in an equity instrument not quoted in an active market and whose fair value cannot be
reliably measured are not allowed to be reversed even if the value of the investment is recovered in a
subsequent period.
(7) Receivables
Receivables comprise accounts receivable and other receivables. Accounts receivable arising from
sale of goods or rendering of services are initially recognised at fair value by the Group in accordance
with the consideration receivable from the buyer under contract or agreement. Receivables are
presented at amortised cost using the effective interest method net of provision for bad debts.
Receivables that are individually significant are subject to individual impairment assessment, if there is
objective evidence that the Group will not be able to collect the full amounts according to the original
terms, a provision for impairment of the receivable is established at the difference between the
carrying amount of the receivable and the present value of estimated future cash flows.
Receivables that are not individually significant together with those receivables that have been
individually evaluated for impairment and found not to be impaired are grouped on the basis of similar
credit risk characteristics. The impairment losses for the current year are determined, considering the
current conditions, on the basis of historical loss experience for the