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深赤湾A: 2007年年度报告（英文版）
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2007 ANNUAL REPORT
SHENZHEN CHIWAN WHARF HOLDINGS LIMITED
Important Note
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 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 Annual Report has been reviewed and approved by the Seventh session
of the Fifth Board of Directors.
Mr. Liu Ruiqi and Mr. Ng Pock Too, independent directors of the Company
did not attend the session due to business reasons and appointed Mr. Zhang
Limin, also an independent director of the Company, as their proxy to attend
and speak at the session on their behalves. Mr. Liu Ruiqi and Mr. Ng Pock
have given their consents to the full contents of this annual report. Mr. Fan
Zhaoping,a director of the Company did not attend the session due to
business reason and appointed Mr. Yuan Yuhui,also a director of the
Company, as his proxy to attend and speak at the session on his behalf. Mr.
Fan Zhaoping has given his consents to the full contents of this annual
report.
Chairman of the Board Ms. Wang Fen, as well as Chief Financial Officer of
the Company Mr. Zhang Jianguo and Financial Manager Ms. Zhang
Yuanling hereby confirm that the Financial Report in the Annual Report is
true and complete.
between the two versions, Chinese version prevails.
the Company needn’t to prepare Financial Statements under International Financial
Reporting Standards, thus all the financial data disclosed in this report was prepared
under Chinese Accounting Standards.
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Table of Contents
PART I COMPANY PROFILE 1
PART II FINANCIAL AND BUSINESS HIGHLIGHTS 2
PART III CHANGES IN SHARE CAPITAL AND SHAREHOLDERS 3
PART IV DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT STAFF & EMPLOYEES 9
PART V CORPORATE GOVERNANCE 13
PART VI ANNUAL GENERAL MEETING 22
PART VII REPORT OF THE BOARD OF DIRECTORS 22
PART VIII REPORT OF THE SUPERVISORY COMMITTEE 33
PART IX SIGNIFICANT EVENTS 35
PART X FINANCIAL STATEMENTS (See attached) 45
PART XI DOCUMENTS FOR REFERENCE 45
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2007 Annual Report
PART I COMPANY PROFILE
A. Company's Name in Chinese 深圳赤湾港航股份有限公司（深赤湾）
Company's Name in English Shenzhen Chiwan Wharf Holdings Limited (Chiwan Wharf)
B. Legal Representative Ms. Wang Fen, Chairman
C. Company Secretary 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
D. Place of Registration Chiwan, Shenzhen, PRC
Offices 12-13/F., Chiwan Petroleum Building,
Chiwan, Shenzhen, PRC
Postal Code 518068
E-mail address cwh@cndi.com
Internet Website http://www.szcwh.com
E. Newspaper for Information "Securities Times" and "Ta Kung Pao”
Disclosure
Website for Annual Report http://www.cninfo.com.cn
Annual Report Preparation Secretariat of the Board of Directors
F. Stock Exchange Shenzhen Stock Exchange
Stock Short Name Chiwan Wharf A/Chiwan Wharf B
Stock Code 000022/200022
G. Other information
Date of Original Registration 19 July 1990
Place of Registration Chiwan, Shenzhen
Business Registration Number 440301501124494
Tax Registration Number Guo-Shui-Shen-Zi No. 440300618832968
Di-Shui-Deng-Zi No. 440301618832968
Organization Code 61883296-8
Accounting Firm (Domestic) PricewaterhouseCoopers Zhong Tian Certified Public
Accountants
Room 3706, Di Wang Commercial Centre
5002 Shennan Road East
Shenzhen, 518068, PRC
Accounting Firm (Overseas) PricewaterhouseCoopers
22nd Floor, Prince's Building, Central, Hong Kong
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2007 Annual Report
PART II FINANCIAL AND BUSINESS HIGHLIGHTS
A. Profit Breakdown for 2007 (RMB)
2007
Operating profits 1,045,573,041
Total profits 1,042,771,441
Net profit attributable to equity holders of the Company 663,872,167
Net profit attributable to equity holders of the Company 664,757,767
before extraordinary gains and losses
Net cash flows from operating activities 1,197,492,986
* Net profit for 2007 and net assets as at the end of 2007 in the Financial Report prepared under
Chinese Accounting Standards (CAS) and International Financial Reporting Standards (IFRS)
Unit: RMB
CAS IFRS
Net profit 992,504,204 992,504,204
Net assets 3,144,621,751 3,144,621,751
Reason for difference After performing new CAS for business enterprise, there 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.
* non-recurring gains and losses items
Items Amount
Net losses on disposal of non-current (3,583,718)
Other non-operating expense-net 782,118
Tax effects on extraordinary gains and losses (85,837)
Minority interests on extraordinary gains and losses 2,001,837
Total (885,600)
B. Major accounting data and indexes over the past three years up to the end of 2007 (RMB)
Items 2007 2006 2005
Revenue 2,003,562,530 1,948,638,423 1,806,093,009
Total profit 1,042,771,441 1,041,830,198 987,056,972
Net profit attributable to equity
663,872,167 626,836,148 586,342,497
holders of the Company
Net profit attributable to equity
holders of the Company, before 664,757,767 625,639,289 622,000,211
extraordinary gains and losses
Total assets 5,457,335,718 4,605,598,614 4,576,652,777
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2007 Annual Report
Total equity attributable to equity
2,585,863,265 2,262,433,316 2,110,220,295
holders of the Company
Earnings per share 1.030 0.972 0.909
Net assets per share attributable to
4.011 3.509 3.273
equity holders of the Company
Net cash flows from operating
1,197,492,986 1,146,012,470 1,216,120,674
activities
Net cash flows per share from
1.857 1.777 1.886
operating activities
Return on equity 25.67 ％ 27.71% 27.79%
C. Return on equity and earnings per share calculated in accordance with the requirements of the
“Rules for the Compilation of Information Disclosures by Public Companies (No. 9)” issued by
CSRC
Return on equity Earnings per share
Profit for 2007
Fully diluted Weighted average Fully diluted Weighted average
Net profit attributable to equity holders of 25.67 ％ 27.83 ％ 1.030 1.030
the Company
Net profit attributable to equity holders of
the Company before extraordinary gains 25.71 ％ 27.86 ％ 1.031 1.031
and losses
PART III CHANGES IN SHARE CAPITAL AND SHAREHOLDERS
A. Changes in Share Capital
1. Changes in the stock of shares of the Company
Before the Increase(+)/decrease(-) After the
change change
Issue of
Bonus Reserves
Number Percentage additional issue to stocks Other Subtotal Number Percentage
shares
1. Shares subject to trading moratorium 371,040,524 57.54% -23,302,822 -23,302,822 347,737,702 53.933%
a. State-owned shares
b. State-owned legal person shares
c. Other domestic shares
Including:
Shares held by domestic corporations 370,802,900 57.510% -23,243,415 -23,243,415 347,559,485 53.905%
Shares held by domestic individuals 237,624 0.037% -59,407 -59,407 178,217 0.028%
d. Shares held by overseas shareholders
Including:
Shares held by overseas corporations
Shares held by overseas individuals
2. Shares not subject to trading moratorium 273,723,206 42.453% +23,302,822 +23,302,822 297,026,028 46.067%
a. Ordinary shares denominated in RMB 93,936,014 14.569% +23,275,762 +23,275,762 117,211,776 18.179%
b. Domestically listed foreign shares 179,787,192 27.884% +27,060 +27,060 179,814,252 27.888%
c. Overseas listed foreign shares
d. Others
3. Total shares 644,763,730 100% 644,763,730 100%
23,243,415 A shares of the Company held by the Company’s controlling shareholder, i.e. China
Nanshan Development (Group) Inc. (hereinafter referred to as “CND”) were released for circulation
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2007 Annual Report
on 3 July 2007. Relevant announcement was disclosed on Securities Times and Ta Kung Pao dated
30 June 2007 (Announcement No. 2007-023).
Shares held by senior management staff of the Company were released for circulation in July 2007
in accordance with relevant regulations of China Securities Depository and Clearing Corporation
Limited and Shenzhen Stock Exchange.
2. Changes in shares subject to trading moratorium
Shares subject to Increased shares Shares subject
Name of trading Shares released subject to trading to trading Time of
Reason
shareholder moratorium at the in 2007 moratorium in moratorium at releasing
year beginning 2007 the year end
Released in
CND 370,802,900 23,243,415 0 347,559,485 line with 3 July 2007
provisions
Wang Fen 82,632 20,658 0 61,974 As above July 2007
Fan Zhaoping 67,077 16,770 0 50,307 As above July 2007
Yuan Yuhui 14,040 3,510 0 10,530 As above July 2007
Han Guimao 13,988 3,497 0 10,491 As above July 2007
Zheng Shaoping 25,871 6,467 0 19,404 As above July 2007
Zhang Ning 22,490 5,623 0 16,867 As above July 2007
Nie Qi 11,526 2,882 0 8,644 As above July 2007
3. Issuance and listing of shares
a. The Company was approved to issue 310,470,000 ordinary shares at a par value of RMB1.00 per
share in February 1993, with 224,470,000 being the promoter's shares; 46,000,000 shares (the "A
shares”) being issued to PRC investors (of which 6,000,000 shares were allotted to the
employees of the Company), and 40,000,000 shares (the "B shares”) being issued to overseas
investors. The A shares were issued at RMB3.10 per share and the B shares at RMB3.18 per
share, which were payable at HKD2.83 per share. On 5 May 1993, the Company's A and B
shares were listed and traded on the Shenzhen Stock Exchange.
b. In June 1994, bonus shares were issued in a proportion of "one bonus share for every ten shares”.
As a result, the total volume of the Company's shares rose to 341,517,000. On 16 June and 21
June 1994, respectively, 4,600,000 bonus A shares and 4,000,000 bonus B shares were listed and
traded on the Shenzhen Stock Exchange.
c. On 22 June 1995, the Company's promoter, China Nanshan Development (Group) Incorporation
(CND), converted all of its 22,447,000 bonus shares to B shares, which were sold to overseas
investors at an average price of HKD3.54 per share, and then listed and traded on the Shenzhen
Stock Exchange.
d. In December 1995, the Company issued 40,000,000 B shares to overseas investors at HKD2.90
per share, which were listed on the Shenzhen Stock Exchange on 15 December 1995.
Consequently, the total volume of the Company's shares rose to 381,517,000.
e. In June 2004, plan about capital reserves to share capital for 2003 was carried out as 3 shares
for every 10 shares for the total 381,517,000 shares as recorded by the end of trading on the
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2007 Annual Report
Company’s record date (last trading day) June 21, 2004. After the transfer, total share capital
was increased from 381,517,000 to 495,972,100.
f. In July 2005, plan about capital reserves to share capital for 2004 was carried out as 3 shares for
every 10 shares for the total 495,972,100 shares as recorded by the end of trading on the
registration day (last trading day) July 5, 2005. After the transfer, total share capital was
increased from 495,972,100 to 644,763,730.
g. In May 2006, the Company implemented its share reform proposal, pursuant to which each
shareholder holding circulating A shares whose name appeared on the register kept by the
Shenzhen Branch of China Securities Depository & Clearing Corporation Limited after the
close of trading on the Shenzhen Stock Exchange on 29 May 2006 was allotted one share, paid
RMB 11.5 in cash and granted eight put options by CND for every ten A Shares held
(equivalent to 2.98 shares for every ten shares held). Upon the implementation of the share
reform proposal, the shareholding percentage of CND in the Company was 57.51%.
h. 23,243,415 A shares held by CND was released for circulation on 3 July 2007. In July 2007,
59,407 A and B shares of the Company held by senior management staff of the Company was
released for circulation.
i. The Company was approved to issue 6,000,000 Employees’ Shares at an issuing price of
RMB3.10 per share in February 1993. The shares were put in trust with Shenzhen Branch of
China Securities Depository & Clearing Corporation Limited in March 1993. After bonus
shares were issued in June 1994, Employees’ Shares rose to 6,600,000, among which 600,000
bonus shares were allowed to be traded on 16 June 1994. On 1st August 1994, the Company's
Employees’ Shares totaling 6,000,000 were allowed to become tradable, except those held by
Directors, Supervisory Committee Members and senior management personnel according to
relevant rules.
B. Particulars about Shareholders
1. Number of shareholders and particulars about shares held
Total number of shareholders 28,403, among which 20,781 being shareholders of A shares
and 7,622 being shareholders of B shares
Shareholdings of top ten shareholders
Nature of Percentage of Total shares Shares subject Shares
Name of shareholders shareholders shareholding held to trading pledged or
(％) moratorium frozen
CHINA NANSHAN DEVELOPMENT
57.51 370,802,900 347,559,485 0
(GROUP) INC.
CMBLSA RE FTIF TEMPLETON ASIAN Holder of B
3.59 23,118,299 0 N/A
GRW FD GTI 5496 shares
Holder of B
2.35 15,128,018 0 N/A
PLATINUM ASIA FUND shares
THORNBURG INVESTMENT INCOME Holder of B
2.27 14,665,727 0 N/A
BUILDER FUND shares
IBT A/C JULIUS BAER Holder of B
1.75 11,294,724 0 N/A
INTERNATIONAL EQUITY FUND shares
THORNBURG GLOBAL Holder of B
1.21 7,778,942 0 N/A
OPPORTUNITIES FUND(9P14) shares
GOVERNMENT OF SINGAPORE INV. Holder of B
1.18 7,591,634 0 N/A
CORP.- A/C "C" shares
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2007 Annual Report
Holder of B
FTIF TEMPLETON BRIC FUND 1.15 7,446,322 0 N/A
shares
MORGAN STANLEY INVESTMENT
MANAGEMENT INC.---MORGAN 0.96 6,163,974 0 N/A
STANLEY CHINA A SHARE FUND
BANK OF COMMUNICATIONS - BOSHI
XINXING GROWTH STOCK 0.92 5,919,622 0 N/A
SECURITIES INVESTMENT FUND
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,
trading moratorium H or other shares)
CHINA NANSHAN DEVELOPMENT (GROUP) INC. 23,243,415 A shares
CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI
23,118,299 B shares
5496
PLATINUM ASIA FUND 15,128,018 B shares
THORNBURG INVESTMENT INCOME BUILDER FUND 14,665.727 B shares
IBT A/C JULIUS BAER INTERNATIONAL EQUITY
11,294,724 B shares
FUND
THORNBURG GLOBAL OPPORTUNITIES FUND(9P14) 7,778,942 B shares
GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 7,591,634 B shares
FTIF TEMPLETON BRIC FUND 7,446,322 B shares
MORGAN STANLEY INVESTMENT MANAGEMENT
6,163,974 A shares
INC.---MORGAN STANLEY CHINA A SHARE FUND
BANK OF COMMUNICATIONS - BOSHI FUND
XINXING GROWTH STOCK SECURITIES 5,919,622 A shares
INVESTMENT FUND
Explanation on associated The Company does not know if there is any inter-relations among the shareholders holding
relationship among the top shares not subject to trading moratorium. CND does not have any relations with the
ten shareholders: shareholders holding shares not subject to trading moratorium.
2. Trading moratorium of shares held by former shareholder holding non-tradable shares
among top ten shareholders
Name of Shares subject to trading Time for Increase of
shareholders moratorium held circulation tradable shares Trading moratorium
May 30, 2008 23,243,415 None
CND 347,559,485
May 30, 2009 324,316,070 None
In May 2006, the Company implemented its share reform, during which CND, the controlling
shareholder of the Company, committed that nontradable shares held by CND would not be traded
or transferred within 12 months from the day when the shares obtained circulation right. CND
further committed that upon the expiration of the aforesaid period, shares sold by CND through
trading system of Shenzhen Stock Exchange would not exceed five percent of total shares of
Chiwan Wharf (excluding B shares) during the following 12 months, and not exceed ten percent
during the following 24 months.
3. Information about the controlling shareholder of the Company
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2007 Annual Report
Company name: China Nanshan Development (Group) Incorporation (CND)
Legal representative: Dr. Fu Yuning
Registration Date: September 28, 1982
Business scope: Land development, port services and transportation, as well as related
bonded warehousing, industry, commerce, property and tourism and
bonded warehouse.
Registered Capital: RMB500,000,000
4. Within the reporting year, controlling shareholder of the Company remain unchanged, so did
its shareholding structure. Shares held by CND had not been pledged or frozen.
5. Shareholding structure of the Company
State-Owned Assets State-Owned Assets
Supervision and Supervision and
Administration Commission Administration Commission
of the State Council of the State Council
100％
100％
China Merchants Group State-Owned State-Owned China National Offshore Oil
Assets Assets Corporation
55.766％
Supervision and Supervision 100％
Administration and
Commission of Administration
China Merchants Holdings Shenzhen Commission of
(International) Company Municipal Guangdong
Limited Government Province
100％ 100％ 100％
China Silverflow Shenzhen Guangdong China China HK Clifford
Merchants Co., Ltd. Investment Petro-Trade National Ocean Wong
(Nanshan) Holdings Develop- Offshore Oilfields Investment
Holdings Co., Ltd. ment Oil Services Co.,Ltd
Ltd Corporation Investment (Hong
Co.,Ltd Kong)
Limited
(COOS)
36.52% 0.50% 26.10% 23.49% 7.83% 1.64% 3.92%
China Nanshan Development (Group) Incorporation
57.51%
Public A Public B
14.59% Shenzhen Chiwan Wharf Holdings Limited 27.90%
Shares Shares
6. Shareholders of CND holding more than 5% of equity interests
Shareholder I: China Merchants Holdings (International) Company Limited
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2007 Annual Report
Legal representative: Fu Yuning
Date of establishment: 28 May 1991
Business scope: investment holding and listing
Registered capital: HK$500 million
Shareholder II: Shenzhen Investment Holdings Co., Ltd.
Legal representative: Chen Hongbo
Date of establishment: 13 October 2004
Business scope: 1. provision of guarantees to state-owned enterprises in Shenzhen;
2. management of equity interests in state-owned enterprises other
than those directly supervised and managed by the State-owned
Assets Supervision and Administration Commission of Shenzhen;
3. asset restructuring, transformation and capital operation of the
relevant enterprises;
4. investment;
5. other activities authorized by the State-owned Assets Supervision
and Administration Commission of Shenzhen.
Registered capital: RMB4.6 billion
Shareholder III: Guangdong Petro-Trade Development Corporation
Legal representative: Chen Qiang
Date of establishment: 7 September 1993
Business scope: provision of comprehensive service for oil and gas exploitation;
industry investment and development; transportation agency; sale of
industrial production materials, petroleum products, construction
materials, feedstuff, wood chips, furniture and electrical appliances;
purchase of agricultural by-products.
Registered capital: RMB112,773,000
Shareholder of IV: China National Offshore Oil Corporation
Legal representative: Fu Chengyu
Date of establishment: 7 September 1993
Business scope: cooperation with foreign partners for oil and gas exploitation in
China's offshore areas
Registered capital: RMB94.9 billion
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2007 Annual Report
PART IV DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT STAFF &
EMPLOYEES
A. General Information
As at 31 December 2007
Receiving
Total Amount of
payments
Shares held Shares remuneration
from
Term of at the held at the Reasons for received from
Name Title Sex Age shareholding
office beginning end of the the change the Company
units or other
of the year year during the year
associated
(RMB)
units or not
Chairman of 2005.5-
Wang Fen Female 53 82,632 82,632 0 Yes
the Board 2008.5
2005.5-
Fan Zhaoping Director Male 54 67,077 50,399 Sell 0 Yes
2008.5
2005.5-
Yuan Yuhui Director Male 58 14,040 14,040 0 Yes
2008.5
2005.5-
Han Guimao Director Male 58 13,988 13,988 0 Yes
2008.5
Director,
Zheng 2005.5-
General Male 45 25,871 25,871 985,000 No
Shaoping 2008.5
Manager
Director,
Deputy 2005.5-
Zhang Ning Male 48 22,490 22,490 723,000 No
General 2008.5
Manager
Independent 2005.5-
Zhang Limin Male 53 0 0 80,000 No
Director 2008.5
Independent 2005.5-
Liu Ruiqi Male 51 0 0 80,000 No
Director 2008.5
Independent 2005.5-
Ng. Pock Too Male 63 0 0 80,000 No
Director 2008.5
Chairman of
the 2006.5-
Guo Yonggang Male 57 0 0 0 Yes
Supervisory 2008.5
Committee
Vice
Chairman of
2005.5-
Yu Liming the Male 46 0 0 0 Yes
2008.5
Supervisory
Committee
Mary-Jean 2005.5-
Supervisor Female 52 0 0 0 Yes
Wong 2008.5
2005.5-
Nie Qi Supervisor Male 46 11,526 11,526 532,000 No
2008.5
2005.5-
Ding Xiaofang Supervisor Male 52 0 0 398,000 No
2008.5
2005.5-
Zhang Jianguo CFO Male 44 0 0 606,000 No
2008.5
Company 2005.5-
Pei Jiangyuan Female 36 0 0 302,000 No
Secretary 2008.5
Total 237,624 220,946 3,786,000
B. Profiles of the Directors, Supervisors and Senior Executives
Chairman of the Board, Ms. Wang Fen, MBA, appointed as the Vice President of CND in 1994
and then Senior Vice President participating and taking charge of the development and management
of CND's investment. Presently, President of CND. Director of the Company since March 1993,
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2007 Annual Report
Vice Chairman of the Company from December 1998 to August 2000, and then Chairman of the
Company since August 2000.
Director, Mr. Fan Zhaoping, got Bachelor Degree in Economics at the State's Finance University
and Master's Degree in Economics at the Research Institute of Finance Ministry of China, then
worked as assistant researcher there. As an experienced financial manager, Mr. Fan took the
position of Manager of the Finance Department of CND in 1991, then Manager of the Investment
Department and Vice President of CND. Now Senior Vice President of CND. Appointed as the
Company's Chief Financial Officer in March 1993 and resigned from the post in September 1999.
Director of the Company since April 1995.
Director, Mr. Yuan Yuhui, MBA, Worked in the Business Department of CND in 1989, and then
Director of General Manager Office. Now Senior Vice President of CND in charge of the
administration, law affairs, research and development issues of CND. Appointed as the Company
Secretary in March 1993 and resigned from the post in December 2000. Director of the Company
since April 1995.
Director, Mr. Han Guimao, graduated from Construction Department of Tsing Hua University.
Mr. Han has been working in the field of construction and engineering for over 30 years. Vice
President of CND since 1994, and presently Senior Vice President of CND in charge of general
planning, construction ,offshore petroleum services and logistic services, as well as construction
material industry of CND. Director of the Company since May 1998.
Director and General Manager, Mr. Zheng Shaoping, got Bachelor Degree in Shipping and then
graduated from Postgraduate School of Dalian Shipping University with a major in Marine Trade
Law. Previously, Deputy General Manager of the Company and General Manager of Shenzhen
Chiwan Harbor Container Co. Ltd. Now General Manger of Chiwan Container Terminal Co., Ltd.
(CCT). Appointed as Deputy General Manager of the Company in December 1998 and resigned
from the post in May 2002. Appointed again as the Company’s Deputy General Manager in April
2003. Director of the Company since May 1999 and General Manager since September 2004.
Director and Deputy General Manager, Mr. Zhang Ning, got Bachelor Degree in Wuhan
Marine Transportation Engineering Institute with a major in Mechanical Designing. Then got
Master’s Degree in Science in Wuhan Industrial University with a major in Engineering Machinery.
Previously, teacher at Wuhan University of Technology. Appointed in October 1995 as Deputy
Manager of the Operation Department of CCT, and then Manager of that Department, Assistant
General Manager of CCT. Now Deputy General Manager of CCT. Employees' representative in the
Supervisory Committee from May 1999 to December 2004. Director of the Company since May
2005 and Deputy General Manger since December 2004.
Independent Director, Mr. Zhang Limin, Got Doctor’s Degree in Accounting at Tianjin Finance
Institute. Presently Professor and Doctor Supervisor at Management Institute of Sun Yat-Sen
University. Now, he is President of the China Audit Society, Vice President of Guangdong Audit
Society, and Vice Director of the Editorial Committee of Audit Research, etc.
Independent Director, Mr. Liu Ruiqi, Got Bachelor Degree in Law at People’s University of
China, and presently lawyer at Liu & Liu Attorneys at Law，member of Shenzhen Arbitration
Committee and Guangzhou Arbitration Committee.
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Independent Director, Mr. Ng Pock Too, Honorary Doctor of Law Degree of University of New
Brunswick in Canada and attended Harvard Business School’s Programme for Management
Development. Former Director of the Economic Development Board of Singapore and CEO of
Trade Development Board of Singapore, Political Secretary to Prime Minister Lee Kuan Yew, CEO
of Sembawang Group, a Singapore Government-owned company. Presently, President of Hamilton
Sundstrand Asia Pacific Pte. Ltd. in charge of investment and planning.
Chairman of Supervisory Committee, Mr. Guo Yonggang, university graduate. Previously
General Manager of Shun Yip Luen Hing Company Limited, Deputy Manager of Shenzhen
Industrial Products Trading Group, Vice President, CEO and Deputy Secretary of CPC of Shenzhen
Commerce & Trade Investment Holding Co, General Manager and Deputy Secretary of CPC of
Shenzhen Investment Holding Co., Ltd and vice Chairman of CND. Now, president and Deputy
Secretary of CPC of Shenzhen Electronics Group Co., Ltd. Chairman of the Supervisory Committee
of the Company since May 2006.
Vice Chairman of Supervisory Committee, Mr. Yu Liming, Got Doctor’s Degree at
Management Institute at Fudan University. Graduated from South China University of Technology
in 1982, and Studied at Delft, IHE College and Authority of Rotterdam Port in Netherlands from
1987 to 1988. Joined China Merchants Holdings Co., Ltd. (CMH) in 1984, and presently Director
of China Merchants Holdings (Hong Kong) Co., Ltd., General Manager of Business Development
Department of CMG.
Supervisory Committee Member, Ms. Mary-Jean Wong, university graduate. Now Director of
Lucliff (Canada) Company and of Max Return Consultancy (HK) Company, Executive Director of
HK Clifford Wong Investment Company Ltd., and Director of CND. Member of the Company's
Supervisory Committee since May 1996.
Supervisory Committee Member, Mr. Nie Qi, Master’s Degree. Previously, worked for Shekou
Merchants Harbor Co., Ltd. and appointed as Assistant General Manager of the Company in 1997.
Presently, Deputy General Manager of Harbor Division of the Company and General Manager of
Shenzhen Chiwan Trans-Grains Terminal Co., Ltd.
Supervisory Committee Member, Mr. Ding Xiaofang, Master’s Degree, previously worked at
the Research and Development Department of CND, and was Deputy Manager of Earthwork
Company, Deputy General Manager of Huaxin Nantong Cement Co., Ltd, of Shenzhen Chiwan
Transportation Co., Ltd and of Shenzhen Chiwan Shipping & Transportation Co., Ltd (“SCST).
Now General Manager of SCST.
Chief Financial Officer, Mr. Zhang Jianguo, graduated from Shanxi Finance & Economics
Institute, majored in Accounting and got a Bachelor’s Degree in Economics. Previously, Financial
Manager of Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Appointed as the Financial
Manager of the Company in October 1997 and Chief Financial Officer of the Company since
September 1999.
Company Secretary, Ms. Pei Jiangyuan, Got Master’s Degree from Foreign Languages School of
Jilin University. Company Secretary of the Company since March 2001.
C. Directors and Supervisors Taking Positions in CND
Position in the
Name Position in CND Office Term
Company
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Wang Fen Chairman of the Board President Oct.2002 till present
Fan Zhaoping Director Senior Vice President Dec.1998 till present
Yuan Yuhui Director Senior Vice President Oct.2002 till present
Han Guimao Director Senior Vice President Oct.2002 till present
Mary-Jean Wong Supervisor Director April 1995 till present
Other Positions
Name Company Position
Chiwan Container Terminal Co., Ltd. Chairman
Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Director
Shenzhen Nanshan Development Co., Ltd. Chairman
Chiwan Wharf (Hong Kong) Limited. Chairman
Wang Fen Shenzhen Chiwan Habor Container Co., Ltd. Chairman
Shenzhen Chiwan International Freight Agency Co. Chairman
Shenzhen Chiwan Oriental Logistics Co., Ltd. Chairman
China Merchants Maritime and Logistics (Shenzhen) Ltd. Vice Chairman
Shenzhen Pingnan Railway Co., Ltd Vice Chairman
Chiwan Container Terminal Co., Ltd. Director
Shenzhen Nantian Oil Mills Co., Ltd. Director
Fan Zhaoping
Shenzhen Southseas Grains Industries Limited. Director
Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Supervisor
Yuan Yuhui None
Han Guimao Chiwan Container Terminal Co., Ltd. Director
Executive
Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Director
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Chixiao Enterprise Co.,Ltd Chairman
Shenzhen Yazhi Lightsteel Housing System Limited. Chairman
Shenzhen Gangchuang Building Materials Co., Ltd. Chairman
Shenzhen Chixiao Component House Co., Ltd. Chairman
Shenzhen Chiwan Sembawang Engineering Co., Ltd. Vice Chairman
Shanghai Matsuo Steel Structure Co., Ltd. Chairman
Beijing Gangchuangruibo Building Materials Co., Ltd. Chairman
Lucliff (Canada) Company Director
Mary-Jean
Max Return (HK) Company Director
Wong
HK Clifford Wong Investment Co., Ltd. Director
D. Annual Salary
1. Except for Independent Directors, the Company’s other members of the Board of Directors and
the Supervisory Committee did not draw any remuneration, commission and others from the
Company for taking the position of director or supervisor of the Company. Among which,
Wang Fen, Fan Zhaoping, Yuan Yuhui and Han Guimao, four directors of the Company,
received their salaries from CND, while Guo Yonggang, Yu Liming and Mary-Jean Wong,
three supervisors of the Company, drew their salaries from shareholders of CND.
2. Allowance for Independent Directors was approved at the 2004 Annual Shareholders’ General
Meeting as RMB80,000/year ( tax included ) for each person.
3. All the senior management staff of the Company are appointed by the Board of Directors. The
Board set up the Company’s business and financial budget for each year and sign KPI contracts
accordingly with senior management staff. The Board then grants rewards and punishment to
senior management staff according to their respective performance during the year.
E. Directors, Supervisor and Senior Management Staff wasn’t changed during the
Reporting Period change
F. Work Force as at 31 December 2007
As at 31 December 2007, the Company had 2,140 employees, with 847 being university graduates,
78 financial clerks, 74 sales persons, 290 technicians, 90 management personnel, and the others
being staff for production. The Company needn’t to pay remuneration or any fees for retired staff.
PART V CORPORATE GOVERNANCE
A. Details of the Special Events for Corporate Governance
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During the reporting period, in accordance with the requirements of the Notice on Matters
concerning Carrying out a Special Campaign to Strengthen the Corporate Governance of Listed
Companies (Zheng Jian Gong Si Zi [2007] No. 28) promulgated by the CSRC, the Company carried
out the Special Campaign for corporate governance in line with the principle of seeking truth from
facts with effect from April 2007. A summary of each phrase of the Special Campaign is set out
below:
Preparation phase (Before 30 April 2007): The Company disclosed such documents relating to
corporate governance as the Articles of Association of the Company and relevant detailed working
rules on the website of the Stock Exchange and disclosed its phone numbers and established a
platform on the Company's website for the investors to submit their recommendations. The
Company also set up a leadership team for the purpose of the Special Campaign.
Self-inspection phase (1 May to 30 May): As required by the Company, each functional
department was responsible for identifying the problems and deficiencies in respect of corporate
governance structure in accordance with the requirements of the CSRC on a case-by-case basis,
analyzing the exact reasons for such problems, formulating specific rectification measures and
schedule and preparing and submitting the self-inspection report and rectification plan according to
the format guidance issued by Shenzhen Securities Regulatory Bureau.
Public comments phase (June to September): The Company received the advice and
recommendations from investors and the public on the corporate governance and rectification plan
of the Company via telephone and network platform, accepted the thorough inspection by the
Shenzhen Securities Regulatory Bureau, and received comprehensive evaluation and rectification
recommendations.
Rectification and improvement phase (October): Taking into consideration the rectification
recommendations from Shenzhen Securities Regulatory Bureau and the Shenzhen Stock Exchange
as well as the comments and suggestions from investors and the public, the Company defined the
rectification responsibilities, carried out the rectification and improved its corporate governance.
The Sixth Session of the Fifth Board of Directors was held on 23 August 2007, at which the Self-
inspection Report and Rectification Plan for Corporate Governance of the Company was reviewed
and approved. On 11 September 2007, the Company accepted the on-spot inspection relating to the
special surveys for corporate governance conducted by the Shenzhen Securities Regulatory Bureau
of the CSRC, and took rectificative measures according to the rectification recommendations on a
case-by-case basis thereafter. Rectifications were made by the Company in respect of the
deficiencies in relation to information disclosure, the Company's independence, institutionalization
and the operation of Board committees as set out in the recommendation letter issued by the
Shenzhen Securities Regulatory Bureau . In compliance with the Code on Corporate Governance
Practices and the Articles of Association, the Company duly amended the Management Rules on
Disclosure of Corporate Information, Rules on Decision-making for Connected Transactions,
Management Rules on Shares of the Company held by the Directors, Supervisors and Senior
Management of the Company and the Changes therein and Management Rules on Raised Proceeds
of the Company. The Seventh Special Session of the Fifth Board of Directors for 2007 was held on
25 October 2007, at which Rectification Report for Corporate Governance was reviewed and
approved, which is disclosed in the appointed media on 27 October. Additionally, Rules on Intra
Audit of the Company and Rules on Management of External Investment of the Company was
respectively reviewed and approved at the Seventh Session of the Fifth Board of Directors on 8
April 2008.
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The implementation of the special campaign for corporate governance in listed companies helps the
Company to further reinforce the construction of the Company’s governance and improve the
regulatory operating level. As recognizing the problems and the weakness exiting in the Company
through the said special campaign for corporate governance, we timely set down the specific
rectification measures which would be implemented properly. As a result, Directors, the
Supervisors and Senior Management Staff of the Company learnt hard at the securities laws and
regulations to reinforce the management base continually. With the help of the Supervision
Department and the vast investors, we would strive for efficiency, transfer the corporate governance
of the Company towards the governance mechanism with efficiency, standardization and science,
and safeguard the interest of the Company and the whole shareholders to realize the sustainable
development of the Company.
B. General information of Corporate Governance during the reporting period
In strictly implementing the PRC’s Company Law, the Securities Law as well as other laws and
regulations issued by China Securities Regulatory Commission (“CSRC”), the Company keeps on
improving the Company’s corporate governance by setting up systems for modern enterprise so as
to standardize the operation of the Company. Details are set out as follows:
1. Shareholders and general meeting
The Company ensures that all the shareholders, especially minority shareholders, are equal and
could enjoy their full rights. The Company called and held shareholders’ general meeting strictly in
compliance with the “Rules for Shareholders’ General Meeting”.
2. Relationship between the controlling shareholder and the Company
Controlling shareholder of the Company acted in line with rules during the reporting year and did
not intervene the decisions or operations of the Company directly or indirectly in exceeding the
authority of the shareholders’ general meeting.
3. Directors and the Board of Directors
The Company elected directors strictly according to the Articles of Association. Numbers and
qualifications of Directors were in accordance with relevant laws and regulations; all Directors
attended the Board meetings and shareholders’ general meeting in a positive and responsible
manner, participated enthusiastically relevant training so as to know better about laws and
regulations as well as rights and obligations of Directors. The Company set up the Audit Committee
as approved by the first special shareholders’ meeting for 2004 and the Nomination, Remuneration
and Evaluation Committee and the Strategic Committee of the Board as approved by the Annual
General Meeting for 2005.
4. Supervisors and the Supervisory Committee
Numbers and qualification of the members of the Supervisory Committee were in compliance with
requirements of laws and regulations. The supervisors performed seriously their duties, took
responsible attitudes to all the shareholders and supervised the financial affairs as well as the duties
performed by the Company’s Directors, managers and other senior executives in terms of
compliance with the laws and regulations.
5. Stakeholders
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The Company had been fully respecting and safeguarding the legal rights and interests of the banks
and other creditors, staff, consumers and other stakeholders so as to develop the Company in a
consistent and healthy way.
6. Information disclosure
The Company authorized the Secretary of the Board to take charge of information disclosure, and
the Chairman as well as related Directors to take charge of receiving visits and inquiries of the
shareholders. The Company disclosed relevant information in a real, accurate, complete and timely
way in strictly observing the law, regulations and the Articles of Association so as to ensure all the
shareholders having equal opportunity to obtain the information.
Ever since its establishment, the Company has been operating in a standard way according to the
requirements of the Company Law and other laws and regulations. The Company will keep on
doing so in accordance with the “Corporate Governance Principle for Listed Companies” issued by
CSRC and Finance Ministry of the State on 7 January 2002 so as to safeguard the interests of the
shareholders and relevant beneficiaries.
C. Non-compliance of corporate governance standards by the Company
As China Nanshan Development (Group) Incorporation (“CND”), a substantial shareholder of the
Company, holds 57.51% of the shares of the Company, it is required to consolidate the Company’s
financial statements in its accounts under the Enterprise Accounting Standard No. 33 -
Consolidated Financial Statements. Accordingly, CND requires the Company’s Financial
Department to submit our financial statements on or about the tenth day every month for the
purpose of the preparation of its consolidated financial statements.
At the Fifth Session of the Fifth Board of Directors of the Company held on 17 April 2007, the
Report Concerning the Submission of Monthly Financial Statements to the Substantial Shareholder
was reviewed and approved, and the Company agreed that its Financial Department shall provide
monthly financial statements to CND and such information shall be delivered to the Shenzhen
Stock Exchange for records. On 25 August 2007, the Company disclosed the details of submitting
the financial statements to substantial shareholders in the Self-inspection Report and Rectification
Plan for Corporate Governance in 2007 of Shenzhen Chiwan Wharf Holding Co., Ltd.. In
compliance with the requirements of the Shenzhen Securities Regulatory Bureau, the Company has
delivered “Undisclosed Information Provided by the Company to its Substantial Shareholders and
Actual Controllers” to the Shenzhen Securities Regulatory Bureau before the tenth day every month
from September 2007 to now, including the name list of relevant parties and relevant information.
The above-mentioned matters did not affect the Company’s independence. In the future, the
Company will disclose the relevant information in due course at the request of the regulatory
authorities.
D. Performance of Independent Directors
The Company has three independent directors. Number of the Company’s Independent Directors
complies with the stipulations of “Guiding Lines on Setting up Independent Director System in
Listed Companies” issued by CSRC, which says “independent directors should at least take one
third among all the members of the Board of Directors in Listed Companies.
During the reporting period, Independent Director Mr. Zhang Limin should attend nine Board
meetings and indeed attended eight meetings. Mr. Zhang Limin did not attend the Sixth Session of
the Fifth Board of Directors held on 23 August 2007 due to business. He had reviewed the
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documents before the meeting and had no objections, and entrusted Mr. Liu Ruiqi as his proxy to
attend the meeting and express opinions on his behalf. Independent Director Mr. Liu Ruiqi should
attend and indeed attended nine meetings. Independent Director Mr. Ng Pock Too should attend
and indeed attended nine meetings.
During the reporting period, Independent Directors actively participated in the discussion of reports
reviewed at board meetings and other issues of the Company, and put up constructive suggestions,
which had been endorsed by the Company. They carefully reviewed and issued independent
opinions in written form on significant events such as significant related-party transactions.
Independent Directors seriously performed their duties, monitored the Company’s business and
operation consistently, actively protected the minority shareholder’s rights, thus played significant
roles in the scientific decision-making by the Board of Directors.
E. Independence from the Controlling Shareholder
The Company is absolutely independent in personnel, assets, finance, organization and business
from its controlling shareholder. Details are set out as follows.
The Company has basically separated its staff from its controlling shareholder. Senior management
staff of the Company do not take positions at its ultimate shareholding company. No financial
clerks took corresponding jobs at the associated companies.
The Company possesses its own self-governed assets and independent operation system. Assets of
the controlling shareholder in the Company (land-use rights and fixed assets such as property and
large equipment, etc. being included) was converted through assets evaluation into stock of shares
at the latter half of 1992, which the Company has full rights to hold, use and dispose whatsoever.
The Company has set up its own financial department as well as independent normative accounting
system and the financial management system on its subsidiary companies. The Company has its
own bank accounts and does not share the same bank account with its controlling shareholder. The
Company has been paying tax in accordance with the laws and regulations on its own behalf.
Management of the Company on its human resources and staff salary is absolutely independent.
Controlling shareholder has handed its wharf-related business thoroughly to the Company to
operate and does not engage in the same market as the Company does, thus has no competition with
the Company.
F. Self-evaluation of Internal Control
1. Summary of Internal Control of the Company
During the reporting period, according to the requirements of the Notice on Matters Concerning
Carrying out a Special Campaign to Strengthen the Corporate Governance of Listed Companies
(Zheng Jian Gong Si Zi [2007] No. 28) promulgated by the CSRC and the Guidelines for the
Internal Control of Listed Companies issued by the Shenzhen Stock Exchange, the Company made
active self-inspection and rectification in compliance with the Special Campaign for the Corporate
Governance of Listed Companies, focused on the improvement and strengthening of the internal
control of the Company and fully addressed the establishment and improvement, thorough
implementation and effective control of the rules relating to internal control.
a. The Company has formulated the Rules of Procedure for General Meetings, Rules of Procedure
for Board Meetings, Working Rules for Independent Directors, Detailed Working Rules for the
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Audit Committee of the Board, Detailed Working Rules for the Nomination, Remuneration and
Evaluation Committees of the Board, Detailed Working Rules for the Strategic Committee of
the Board, Rules of Procedure for the Supervisory Committee, Detailed Working Rules for
General Manager, Management Rules on Investor Relations and Rules on Internal Control. On
25 October 2007, subject to approval of the Seventh Special Session of the Fifth Board of
Directors in 2007, the Company agreed to amend the Management Rules on Information
Disclosure and formulate the Rules on Decision-making for Connected Transactions,
Management Rules on the Shares held by Directors, Supervisors and Senior Management and
the Changes therein, Management Rules on Raised Funds. On 8 April 2008, the Seventh
Session of the Fifth Board of Directors reviewed and approved the Rules on Internal Audit and
Management Rules on External Investment. The above management rules together with the
Articles of Association of the Company constitute the Company's internal control system, with
the Articles of Association as the general principles and all special internal control rules as the
bases.
b. In view of the comments from the investors and the public as well as the on-site inspection of
the special campaign for corporate governance by the Shenzhen Securities Regulatory Bureau
of CRSC, the Company has proposed rectification measures in respect of corporate governance
of the Company, including internal control, and has made rectifications as required.
c. The Company established a leadership team responsible for the special campaign of corporate
governance, with the Chairman of the Board acting as the team leader. The leadership was
responsible for carrying out various works relating to internal control in compliance with
relevant requirements of Code on Corporate Governance. The Supervisory Committee and the
independent directors performed their respective duties to supervise the internal control
activities of the Company.
d. The Company has two internal auditors. Under the leadership of the Board of Directors and its
Audit Committee, the internal auditors independently supervised and monitored the
implementation of internal control rules, evaluated the scientific character and soundness of
internal control and put forward recommendations for enhancing the internal control in a timely
manner.
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2. Emphasis of Internal Control of the Company
a. Shareholding structure and ownership proportion of subsidiaries
Shenzhen Chiwan Wharf Holdings Limited
S C S
h h h
Media Port Investments Limited 50%
S S 1 S S S C C S S D C e i e
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b. Internal control of subsidiaries
Pursuant to Rules on Internal Control, the Company adopts a flat management structure for its
wholly-owned and holding subsidiaries, whereby the functional departments of the Company
provides professional guidance, supervision and support to their counterparts in our subsidiaries.
All wholly-owned and holding subsidiaries must implement the various rules and regulations
promulgated by the Company and operate on the basis of the Company’s overall business plan to
ensure the highly centralized operation and management of the Company. Having regard to the
Guidelines for Internal Control promulgated by the Shenzhen Stock Exchange, the Company
maintained strict, sufficient and effective management and control over its wholly-owned and
holding subsidiaries. No violation of the Guidelines for Internal Control and Rules on Internal
Control of the Company has been identified.
c. Internal control of related party Transactions
The Company established and updated the Rules on Decision-making for Connected Transactions
which set out details provisions in respect of the principles of connected transactions, reltaed
parties, relationship with the related parties, decision-making and disclosure procedures of
connected transactions. The Company submitted the “Report on Daily Connected Transactions for
the Current Year” to the Board of Directors at the beginning of every year based on the Company's
business development. The connected transactions entered into each year are in full compliance
with the provisions of the Management Rules on Connected Transactions and are subject to prior
review by the independent directors, who will express their independent opinion in this
regard.Having regard to the Guidelines for Internal Control promulgated by the Shenzhen Stock
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Exchange, the Company maintained strict, sufficient and effective internal control over its
connected transactions. No violation of the Guidelines for Internal Control and Rules on Internal
Control of the Company has been identified.
d. Internal control of guarantees provided
The Articles of Association of the Company provides for the scope and performance procedures of
external guarantees. During the reporting period, no external guarantee was provided by the
Company. Having regard to the Guidelines for Internal Control promulgated by the Shenzhen Stock
Exchange, the Company maintained strict, sufficient and effective internal control over its external
guarantees. No violation of the Guidelines for Internal Control and Rules on Internal Control of the
Company has been identified.
e. Internal control of proceeds utilization
The Company established and updated the Management Rules on the Utilization of Raised Funds
which set out specific provisions in respect of the management and utilization of raised funds and
information disclosure. During the reporting period, there was no use of raised funds by the
Company. Having regard to the Guidelines for Internal Control promulgated by the Shenzhen Stock
Exchange, the Company maintained strict, sufficient and effective internal control over its use of
raised funds. No violation of the Guidelines for Internal Control and Rules on Internal Control of
the Company has been identified.
f. Internal control of significant investments of the Company
The Company established and updated the Management Rules on External Investments which set
out specific provisions in respect of the basic principles of external investments, approval authority
for investments, examination and approval procedures for investments and the research and
assessment of investments. Having regard to the Guidelines for Internal Control promulgated by the
Shenzhen Stock Exchange, the Company maintained strict, sufficient and effective internal control
over its significant investments. No violation of the Guidelines for Internal Control and Rules on
Internal Control of the Company has been identified.
g. Internal control of information disclosure
The Company established and updated the Management Rules on Information Disclosure to reliaze
full and effective control of the public information disclosure of the Company. This ensures the
timely, accurate, complete and fair disclosure of the Company's information. Having regard to the
Guidelines for Internal Control promulgated by the Shenzhen Stock Exchange, the Company
maintained strict, sufficient and effective internal control over its information disclosure. No
violation of the Guidelines for Internal Control and Rules on Internal Control of the Company has
been identified.
3. Problems relating to the internal control of the Company and rectification plan therefore and
the overall evaluation of internal control
The implementation of the special campaign for corporate governance in listed companies helps the
Company to further reinforce the construction of the Company’s governance and improve the
regulatory operating level. As recognizing the problems and the weakness exiting in the Company
through the said special campaign for corporate governance, we timely set down the specific
rectification measures which would be implemented properly. As a result, Directors, the
Supervisors and Senior Management Staff of the Company learnt hard at the securities laws and
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regulations to reinforce the management base continually. With the help of the Supervision
Department and the vast investors, we would strive for efficiency, transfer the corporate governance
of the Company towards the governance mechanism with efficiency, standardization and science,
and safeguard the interest of the Company and the whole shareholders to realize the sustainable
development of the Company.
4. Opinions about self-evaluation on the internal control expressed by the Supervisory
Committee of the Company
Pursuant to the relevant provisions of the Guidelines for Internal Control of Listed Companies and
the Circular on the Preparation of the 2007 Annual Report of Listed Companies issued by the
Shenzhen Stock Exchange, the Supervisory Committee expressed the following opinions on the
self-evaluation of the internal control of the Company:
a. According to the relevant requirements of the CSRC and Shenzhen Stock Exchange and based
on its actual conditions, the Company established and updated various rules for internal control
covering all departments of the Company in line with the basic principle of the internal control,
which ensures the normal operation of our businesses and safeguard the safety and integrity of
the Company’s assets.
b. The integral internal control structure and the existence of an internal audit department and the
availability of sufficient staff ensured the effective implementation and supervision of the main
activities of internal control of the Company.
c. In 2007, no violation of the Guidelines for Internal Control of Listed Companies and Rules on
Internal Control of the Company issued by the Shenzhen Stock Exchange was committed by
the Company.
In view of the above, the Supervisory Committee considered that the self-evaluation of internal
control of the Company was comprehensive, true and accurate and reflected the actual status of the
Company's internal control.
5. Opinions about self–evaluation on the internal control expressed by the Independent
Directors of the Company
During the reporting period, the Board of Directors amended and established a series of
management rules in respect of the internal control of the Company, which were in compliance with
the relevant PRC laws and regulations and the requirements of regulatory authorities. The main
activities of the internal control of the Company were carried out in accordance with the regulations
on the internal control of the Company, and the Company has established and updated specific rules
in respect of the internal control over subsidiaries, connected transactions, external guarantees,
utilization of raised funds, significant investments and information disclosure, so as to ensure the
normal operation of the Company’s management.
In view of the above, the Independent Directors considered that the Company's internal control are
reasonable and effective and ensures the normal operation of the Company’s businesses. The self-
evaluation of the internal control of the Company is in line with the actual status of the internal
control of the Company.
G. Performance Evaluation and Incentive Mechanism for Senior Management Staff (see D. 3
of Part IV for details)
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PART VI ANNUAL GENERAL MEETING
One shareholders’ general meeting was held during the year, i.e. Annual General Meeting for 2006.
The said meeting was held on 11 May 2007 in the conference room on 16/F, Chiwan Petroleum
Building, Shenzhen. Notice of the said meeting was released in Securities Times and Ta Kung Pao
on 19 April 2007 (Announcement No.: 2007-009). Announcement of the resolutions made at the
meeting was disclosed in Securities Times and Ta Kung Pao on 12 May 2007 (Announcement No.:
2007-014).
PART VII REPORT OF THE BOARD OF DIRECTORS
A. Business review for the reporting period
1. Overall business performance during the reporting period
The Company is principally engaged in the handling, warehousing and transportation of containers
and dry bulk cargoes, as well as the provision of related services.
In 2007, GDP and the foreign trade in the Pearl River Delta developed at a fast pace, contributing to
the continued stable growth in container throughput of Shenzhen Port. During the year, the
Company achieved a year-on-year increase of 14.1% in container throughput totaling 6.003
million TEUs, among which 4.359 million TEUs were handled at Chiwan Port, an increasing of
2.0% compared with that of 2006, while 1.644 million TEUs at Mawan Port, an increase of 66.2%.
The Company had a 28.5% market share in terms of container handling market in Shenzhen, the
same level as in 2006.
As for the bulk cargo business, throughput for 2007 decreased by 6.1% to 7.06 million tons due to
the decrease in fertilizers import and international transshipment, which resulted from rocketing
shipping price for international bulk cargo and increasing supply of domestic fertilizers as result of
expansion of fertilizer production capacity in China and the increase in export tax for fertilizers.
The Company has an approximately 20% market share among three major bulk terminals in
Shenzhen .
10.8 % up over 2006, total throughput of 58.94 million tons was recorded for 2007, accounting for
29.6% of the overall throughput at Shenzhen Port, down from 30.2% for 2006.
Business highlights of the Company for the past three years is set out as follows.
Business Data 2007 2006 2005
Total throughput (million ton) 58.94 53.19 42.18
Among which：Container throughput (million TEU) 6.003 5.262 4.170
Chiwan port 4.359 4.273 3.835
Mawan Port 1.644 0.989 0.335
Throughput of bulk cargo (million ton) 7.06 7.52 6.76
Trucking volume (million TEU.km) 5.97 5.40 5.08
Hours charged for tow trucks (million hours) 1.893 1.509 1.191
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Hours charged for tugboat 32,313 31,856 27,188
Year-on-year changes in revenue, operating profit and net profit attributable to the shareholders of
the Company (unit: RMB)
Item 2007 2006 +/- YoY Reason
1,948,638,42
Revenue 2,003,562,530 2.82% slight increase in throughput
3
1,040,422,12
Operating profit 1,045,573,041 0.50% -
8
significant increase in net profit of
associated companies;
Net profit less income tax as a result of favorable
attributable to the
663,872,167 626,836,148 5.91% tax policy granted with effect from the
equity holders of
current period to the subsidiaries'
the company
projects which were constructed and
put into operation in phases
During the reporting period, there was no material change in business mix-up and profit breakdown
of the Company.
2. Core business and performance
a. Breakdown of operating income and operating profit (unit: RMB)
Operating Percentage Operating Percentage
Core business Industry
income (％) profit (％)
Cargo handling Cargo handling 1,846,201,686 89.34 894,901,965 85.59
Land transportation Transportation 141,743,500 6.86 23,324,339 2.23
Related
Tugboat services Shipping 71,010,868 3.44 31,195,578 2.98
Agency Agency 7,483,197 0.36 2,586,153 0.25
Subtotal 2,066,439,251 100 952,008,035 91.05
Offset among the
business segments 62,876,721
Total 2,003,562,530 952,008,035
b. Indicators relating to core business which accounts for more than 10% of operating income and
operating profit (unit: RMB)
Operating Operating
Business YoY +/- Operating cost YoY +/- YoY +/-
income profit margin
Cargo handling 1,846,201,686 2.00% 715,077,564 7.49% 61.27% -1.97%
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3．Major customers
Sales to (Revenue from) the Company's top five customers totaled RMB1,368,051,791, accounting
for 68％ of the Company’s operating income.
4. Financial status for the reporting period
a. Material year-on-year changes in assets mix-up and reasons therefore
To total To total
Year-on-
assets as at assets as at
the end of the end of year Reason
change
2007 2006
Funds raised at the end of the period for the
Currency assets 14.32％ 3.66% 10.66% payment of good faith deposit for proposed
projects;
Allotment for fixed assets impairment and
Fixed assets 41.65 ％ 53.40% -11.75%
surplus of depreciation over new assets
Dividends payable 5.42 ％ 0% 5.42%
Declaration of cash dividends by non-wholly
Minority interest 10.24 ％ 17.57% -7.33% owned subsidiaries at the end of the year
b. Measurement model adopted for major assets
Cost approach was adopted for measurement of the Company's assets, except for available-for-sale
financial assets and hedging instruments for which fair value approach was adopted.
Balance Impact on net profit
Impact on equity
at the Balance of the current period
holders’ equity
Items beginning at the end of Changes attributable to attributable to
of the the period equity holders of the
the Company
period Company
Hedging
－ 39,459,166 39,459,166 － 20,187,704
instruments (1)
Available-for-sale
－ 10,520,000 10,520,000 － 7,708,000
financial assets (2)
Total － 49,979,166 49,979,166 － 27,895,704
(1) The hedging instruments represent the General Agreement on Forward Settlement of Foreign
Exchange entered into by and between Chiwan Container Terminal Co., Ltd. ("CCT", a
subsidiary of the Company) and the Bank of China Shenzhen Branch Sehkou Sub-branch in
2007 with a view to minimizing foreign exchange risks, and the Application for Forward
Settlement of Foreign Exchange accepted by the Bank of China with an option to be transacted
between September 2007 and August 2008. Based on the market quotation of the Bank of
China Shekou Sub-branch on the last trading day in 2007, i.e. 29 December 2007, the fair value
of the forward contract was determined to be RMB39,459,166.
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(2) The equity division reform of Jiangsu Jiangsu Expressway Company Limited was completed
on 16 May 2006. On 16 May 2007, the 1,000,000 corporate shares in Jiangsu Jiangsu
Expressway Company Limited held by the Company became negotiable. The investment cost
of RMB1,120,000 was subsequently transferred by the Company from "long-term equity
investments - other long-term equity investments" to available-for-sale financial assets. Based
on the closing price quoted on the Shanghai Stock Exchange on the last trading day in 2007,
the market capitalization of the shares in Jiangsu Expressway Company Limited held by the
Company amounted to RMB10,520,000 as at 31 December 2007.
c. Material year-on-year changes in financial data and reasons therefore
2007 2006 +/- (%) Reasons
Exchange gains on foreign currency liabilities
Finance cost 28,367,266 51,050,121 -44.43 held by the Company at the end of the year as a
result of appreciation of RMB
Impairment provision made for related assets due
Asset to proposed relocation of part of the bulk cargo
60,937,679 -181,047 33758.49
impairment loss operations to Machong Port in Dongguan from
2009 to 2010
Investment Significant increase in net profit of the associated
128,090,386 62,094,689 106.28
gain companies
Less income tax as a result of favorable tax
policy granted with effect from the current
Income tax 50,267,237 81,648,433 -38.43
period to the subsidiaries' projects which were
constructed and put into operation in phases
d. Composition of cash flows
2007 2006 +/-(%) Reason
Net cash flows from
1,197,492,986 1,146,012,470 4.49 -
operating activities
Net cash flows from - Investment in Machong, purchase of
-179,092,950 -139.32 equipment and additional capital contribution
investing activities 428,609,285
to associated companies
Increase in borrowings and the decrease in
Net cash flows from both dividend payment by the Company and
-152,753,394 -939,169,861 83.74
financing activities in dividend payment by non-wholly owned
subsidiaries in 2007 compared with last year
Effect of exchange rate
fluctuation on cash and -3,065,644 -2,483,988 -23.42 -
cash equivalents
Net increase in cash and
613,064,663 25,265,671 2326.47 -
cash equivalents
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e. Differences between cash flow from operating activities and net profit of the Company for the
reporting period
2007
Net profit 992,504,204
Add: Provisions for assets impairment 60,937,679
Depreciation of fixed assets 190,560,676
Amortization of intangible assets 39,090,252
Amortization of long-term prepaid expenses 24,986,895
Loss/(Gain) on disposal of fixed assets, intangible assets and other long-term assets 793,389
Loss on scrapping of fixed assets 2,790,329
Finance expense 2,804,672
Investment income (128,090,386)
Increase in deferred income tax assets (17,749,162)
Increase in inventories (1,025,887)
Decrease/(increase) in operating receivables 13,496,275
Increase/(decrease) in operating payables 16,394,050
Net cash flows from operating activities 1,197,492,986
5. Results of wholly-owned subsidiaries and joint ventures
a. Chiwan Container Terminal Co., Ltd. (CCT)
The Company holds 55% equity interests directly and indirectly in CCT. With a registered capital
of USD95.3 million, CCT is engaged mainly in handling containers, especially in accommodating
international container lines. CCT achieved a container throughput of 3.60 million TEUs, 1.5% up
compared with 2006. As at 31 December 2007, total assets of CCT was RMB 2,884,522,308 and
net assets was RMB 1,242,925,029.
b. Shenzhen Chiwan Harbor Container Co. Ltd. (CHCC)
The Company holds 100% equity interests directly and indirectly in CHCC. With a registered
capital of RMB108.2 million, CHCC is now mainly engaged in handling containers, especially in
the accommodation service for transshipment container barges for foreign trade and for medium or
small sized international liners as well. During the reporting year, CHCC achieved a container
throughput of 486,000 TEUs, 1.6% up compared with 2006. As at 31 December 2007, total assets
of CHCC was RMB558,200,210 and net assets was RMB234,054,576.
c. Harbor Division
Being an independent accounting unit controlled by the Company but not an enterprise, Harbor
Division is engaged in handling and warehousing of imported fertilizer. During the reporting
period, throughput reached 3.4 million tons, 18.3% down compared with 2006, of which throughput
of bulk and general cargo reached 2.85 million tons, throughput of empty containers reached
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273,000 TEUs. As at 31 December 2007, total assets of Harbor Division was RMB313,180,091 and
net assets was RMB 295,169,398.
d. Shenzhen Chiwan Terminal Co., Ltd
The Company holds 100% equity interests directly and indirectly in this company. With a
registered capital of RMB50 million, the company is engaged mainly in the handling and stacking
of grains. During the reporting period, the company achieved a throughput of 4.21 million tons,
9.4% up compared with 2006. As at 31 December 2007, total assets of the company was
RMB140,863,075 and net assets was RMB127,011,655.
e. Shenzhen Chiwan Trans-Grains Terminal Limited (SCTGT)
The Company holds 100% equity interests in SCTGT directly and indirectly. With a registered
capital of RMB45 million, SCTGT is principally engaged in the loading and unloading,
warehousing and packaging of grains and provides related service for the loading and unloading
and storage of grains by Shenzhen Chiwan Terminal Co., Ltd. During the reporting period, stacking
volume of goods reached 29.53 million tons day, representing a decrease of 11.1% compared with
that of the previous period. As at 31 December 2007, SCTGT's total assets was RMB43,948,397
and net assets was RMB 7,418,729.
f. Chiwan Wharf (Hong Kong) Ltd. (CWHK)
Registered in Hong Kong with a registered capital of HKD1million and as a wholly owned
subsidiary of the Company, CWHK is an investment holding company which holds 4% equity
interests in CCT, 40% equity interests in CHCC, 25% equity interests in SCTC, 40% equity
interests in SCST, 25% equity interests in SCTGT, 100% equity interests in Chiwan Shipping
(Hong Kong) Ltd. and 50% equity interests in Media Port Investment Limited respectively. As at
31 December 2007, tot