SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2013 Annual
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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2013 Annual Report Disclosed on 29 March 2014 2013 Annual Report Section I. Important Reminders, Catalogue & Explanation The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. This report has been reviewed and approved at the 7th Session of the 7th Board of Directors, which all directors attended. The Company’s profit distribution preplan upon review and approval of this board session: Based on the total 644,763,730 shares of the Company as at 31 Dec. 2013, a cash dividend of RMB 3.90 (tax included) will be distributed for every 10 shares held by shareholders. No bonus shares will be granted and no capital reserve will be turned into share capital. Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Fang and Financial Manager Ms. Li Li hereby confirm that the Financial Report in the Annual Report is true, accurate and complete. This report involves future plans, development strategies and some other forward-looking statements, which shall not be considered as virtual promises of the Company to investors. And investors are kindly reminded to pay attention to possible risks. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. According to certain regulations issued by China Securities Regulatory Commission, the Company needn't to prepare Financial Statements under International Financial Reporting Standards, and thus all the financial data disclosed in this report were prepared under Chinese Accounting Standards. 1 2013 Annual Report Catalogue Section I. Important Reminders, Catalogue & Explanation..........................................................1 Section II. Company Profile..............................................................................................................5 Section III. Accounting & Business Highlights ...............................................................................7 Section IV. Report of the Board of Directors...................................................................................8 Section V. Significant Events...........................................................................................................22 Section VI. Change in Shares & Shareholders..............................................................................32 Section VII. Directors, Supervisors, Senior Management Staff and Employees........................36 Section VIII. Corporate Governance .............................................................................................45 Section IX. Internal Control ...........................................................................................................54 Section X. Auditor's Report (See attached) ...................................................................................58 Section XI. Documents for Reference.............................................................................................59 2 2013 Annual Report Explanation Term Refers to Contents Company, the Company or Chiwan Refers to Shenzhen Chiwan Wharf Holdings Limited Wharf China Merchants Group Refers to China Merchants Group Limited CMHI Refers to China Merchants Holdings (International) Company Limited CND Group Refers to China Nanshan Development (Group) Inc. Malai Storage Refers to Shenzhen Malai Storage Co., Ltd. KFEL Refers to Keen Field Enterprises Limited State-Owned Assets Supervision and Administration SASAC of the State Council Refers to Commission of the State Council The Ministry of Commerce Refers to The Ministry of Commerce of the People’s Republic of China CSRC Refers to China Securities Regulation Commission Shenzhen CSRC Refers to Shenzhen Bureau of China Securities Regulatory Commission SZSE Refers to Shenzhen Stock Exchange “the Company Law” Refers to “the Company Law of the People’s Republic of China” “the Securities Law” Refers to “the Securities Law of the People’s Republic of China” “the Articles of Association of Shenzhen Chiwan Wharf “the Articles of Association” Refers to Holdings Limited” “the Stock Listing Rules” Refers to “the Stock Listing Rules of Shenzhen Stock Exchange” 3 2013 Annual Report Warning of Significant Risks 1. Risk concerning the industry situation Complicated elements still exist in the global economy and the international shipping market stays weak. With new opportunities and challenges arising from the allied operation of liners, the container business of the Company maintains relative stability but is still under quite some pressure. In view of that, the Company proactively improves its operation and service at wharfs, and continues to expand the Asian and African routes, as well as the local cargo sources, trying to maintain basic stability of its key clients and market share. 2. Risk concerning market competition Structural overcapacity of containers at the Pearl River Delta wharfs stands out, heating up the competition among wharfs in the region. Thanks to its advanced experience in wharf operation, stable clients and professional services, the Company is still a strong competitor. In addition, the Company will focus more on cooperation with other wharfs in the region, trying to realize positive interaction and avoid vicious competition. 3. Risk concerning rising cost The rise of labor cost is irreversible, causing more cost pressure on the Company. Therefore, the carries on with R&D innovation and lean management, attaches great importance to the study and application of new technologies and skills, and cuts down the staff, which reduces the cost pressure to some degree. Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn were designated by the Company as the media for information disclosure for 2013. All information of the Company shall be subject to what is released by the Company on the said media. And Investors are kindly reminded to pay attention to possible investment risks. 4 2013 Annual Report Section II. Company Profile I. Company information Stock abbreviation Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022 Stock exchange listed with Shenzhen Stock Exchange Chinese name of the Company 深圳赤湾港航股份有限公司 Abbr. of the Chinese name of the Company 深赤湾 English name of the Company Shenzhen Chiwan Wharf Holdings Limited Abbr. of the English name of the Company Chiwan Wharf Legal representative of the Company Mr. Zheng Shaoping, Chairman Registered address Chiwan, Shenzhen, PRC Postal code for the registered address 518067 Office address 8/F, Chiwan Petroleum Building, Shenzhen, PRC Postal code for the office address 518067 Internet website of the Company http://www.szcwh.com Email address [email protected] II. Contact information Company Secretary Securities Affairs Representative Name Ms. Bu Dan Ms. Hu Jingjing Contact address 8/F, Chiwan Petroleum Building, Shenzhen, PRC Tel. +86 755 26694222 +86 755 26694222 Fax +86 755 26684117 +86 755 26684117 E-mail [email protected] [email protected] III. About information disclosure and where this report is placed Newspapers designated by the Company for information disclosure Securities Times, Ta Kung Pao (HK) Internet website designated by CSRC for disclosing this report http://www.cninfo.com.cn Where this report is placed Company Secretary Office 5 2013 Annual Report IV. Change of the registered information Registration Registration Business Registration code of Organizational Query index date place license No. taxation code Initial Chiwan, 4403015011 SSDZ No. Market 19 Jul. 1990 61883296-8 registration Shenzhen 24494 440300618832968 Supervision Administration At the end Bureau of of the Chiwan, 4403015011 SSDZ No. Shenzhen 24 Apr. 2013 61883296-8 reporting Shenzhen 24494 440300618832968 Municipality period (http://www.szaic. gov.cn) Changes of the main business since listing (if Unchanged any) Changes of the controlling N/A shareholder (if any) V. Other information The CPAs firm hired by the Company: Name Deloitte Touche Tohmatsu Certified Public Accountants LLP Office address 30/F, 222 Yan An Road East, Huangpu District, Shanghai, P.R.C. Signing accountants Li Weihua, Su Min 6 2013 Annual Report Section III. Accounting & Business Highlights I. Major accounting data and financial indicators Unit: RMB Increase or decrease 2013 2012 of this year over last 2011 year Total operating income 1,780,774,836.30 1,783,846,134.76 -0.17% 1,708,136,899.00 Net profit attributable to 502,894,547.79 467,103,270.43 7.66% 505,645,137.00 shareholders of the parent Net profit attributable to shareholders of the parent after 502,469,158.84 464,592,323.43 8.15% 505,629,810.00 extraordinary gains and losses Net cash flows from operating 897,178,297.23 698,472,452.71 28.45% 746,190,596.00 activities Basic EPS (RMB/share) 0.780 0.724 7.73% 0.784 Diluted EPS (RMB/share) 0.780 0.724 7.73% 0.784 ROE (%) 13.26% 13.15% 0.11% 15.19% Increase or decrease As at 31 Dec. 2013 As at 31 Dec. 2012 of this year-end than As at 31 Dec. 2011 last year-end Total assets 7,346,529,214.70 6,781,130,451.10 8.34% 6,540,228,435.00 Tatal shareholder’s equity attributable to equity holders of 3,947,846,392.77 3,678,032,085.18 7.34% 3,467,796,751.00 the parent II. Differences between accounting data under domestic and overseas