Shenzhen Chiwan Wharf Holdings Limited 2015
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The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2015 ANNUAL REPORT Disclosed on 28 March 2016 The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited Section I. Important Statements, Contents & Terms The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the “Company”) hereby warrant that this Report is factual, accurate and complete without any false information, misleading statements or material omissions. And they shall be jointly and severally liable for that. Board Chairman Shi Wei, Chief Financial Officer Zhang Fang and Financial Manager Li Li hereby guarantee the factuality, accuracy and completeness of the Financial Report in this Report. This Report has been reviewed and approved by all directors at the 5th Meeting of the 8th Board of Directors. Possible risks faced by the Company and countermeasures have been explained in “Section IV. Discussion and Analysis by Management” in this Report, which investors are kindly reminded to pay attention to. Any forward-looking statement such as those involving future plans or development strategies in this Report shall not be considered as virtual promises of the Company to investors. And investors are kindly reminded to pay attention to possible risks. Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn have been designated by the Company for information disclosure. And all information about the Company shall be subject to what’s disclosed on the aforesaid media. Investors are kindly reminded to pay attention to possible risks. The Company’s preliminary plan for profit distribution upon the review and approval at the board meeting: Based on the total shares of 644,763,730, a cash dividend of RMB4.10 (tax included) will be distributed to all the shareholders for every 10 shares that they hold. No bonus shares will be granted and no capital reserve will be turned into share capital. This Report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 1 The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited Contents Section I. Important Statements, Contents & Terms ..................................................... 1 Section II. Company Profile & Financial Highlights .................................................... 4 Section III. Business Highlights .................................................................................... 7 Section IV. Discussion and Analysis by Management .................................................. 9 Section V. Significant Events ...................................................................................... 23 Section VI. Share Changes & Particulars about Shareholders .................................... 42 Section VII. Preference Shares .................................................................................... 48 Section VIII. Directors, Supervisors, Senior Management Staff & Employees ......... 49 Section IX. Corporate Governance ............................................................................. 59 Section X. Financial Statements (See attached) .......................................................... 72 Section XI. Documents Available for Reference ........................................................ 73 2 The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited Terms Term Content Company, the Company or Chiwan Wharf Shenzhen Chiwan Wharf Holdings Limited CMG China Merchants Group CMHI China Merchants Holdings (International) Company Limited CND Group China Nanshan Development (Group) Inc. Malai Storage Shenzhen Malai Storage Co., Ltd. KFEL Keen Field Enterprises Limited CDF China Development Finance Company Ltd. Chiwan Container Terminal Co., Ltd. (controlled subsidiary CCT of the Company) State-Owned Assets Supervision and Administration SASAC of the State Council Commission of the State Council CSRC China Securities Regulation Commission Shenzhen Bureau of China Securities Regulatory Shenzhen CSRC Commission SZSE Shenzhen Stock Exchange “The Company Law” “The Company Law of the People’s Republic of China” “The Securities Law” “The Securities Law of the People’s Republic of China” “The Articles of Association of Shenzhen Chiwan Wharf “The Articles of Association” Holdings Limited” “The Stock Listing Rules” “The Stock Listing Rules of Shenzhen Stock Exchange” 3 The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited Section II. Company Profile & Financial Highlights I. Company information Stock abbr. Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022 Stock exchange Shenzhen Stock Exchange Chinese name of the Company 深圳赤湾港航股份有限公司 Abbr. of the Chinese name of 深赤湾 the Company English name of the Company Shenzhen Chiwan Wharf Holdings Limited (if any) Abbr. of the English name of Chiwan Wharf the Company (if any) Legal representative of the Shi Wei Company 8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District, Registered address Shenzhen, PRC Zip code 518067 8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District, Office address Shenzhen, PRC Zip code 518067 Internet website of the http://www.szcwh.com Company Email address [email protected] II. Contact us Company Secretary Securities Affairs Representative Name Wang Yongli Hu Jingjing & Chen Dan 8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District, Contact address Shenzhen, PRC Tel. +86 755 26694222 +86 755 26694222 Fax +86 755 26684117 +86 755 26684117 E-mail [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 4 The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited IV. Changes in the registered information Social credit code 91440300618832968J Changes in main business since going public (if any) No changes Changes of controlling shareholder (if any) N/A V. Other information The CPAs firm hired by the Company: Name Deloitte Touche Tohmatsu Certified Public Accountants LLP Office address 30/F, 222 Yan An Road East, Huangpu District, Shanghai, P.R.C. Signing accountants Li Weihua, Su Min Sponsor engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable Financial consultant engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable VI. Accounting and financial highlights Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No Unit: RMB Yuan Increase/decrease of Item 2015 2014 current year over last 2013 year Operating revenues 1,872,608,596.16 1,804,766,176.31 3.76% 1,780,774,836.30 Net profits attributable to 527,751,492.42 417,594,271.33 26.38% 502,894,547.79 shareholders of the parent Net profits attributable to shareholders of the parent after 528,043,530.88 417,628,589.12 26.44% 502,469,158.84 extraordinary gains and losses Net cash flows from operating 977,850,737.45 818,315,147.74 19.50% 897,178,297.23 activities Basic EPS (RMB Yuan/share) 0.819 0.648 26.39% 0.780 Diluted EPS (RMB Yuan/share) 0.819 0.648 26.39% 0.780 Weighted average ROE (%) 12.34% 10.36% 1.98% 13.26% Increase/decrease of As at 31 Dec. Item As at 31 Dec. 2015 As at 31 Dec. 2014 current year-end than 2013 last year-end Total assets 6,913,772,876.99 6,935,824,199.68 -0.32% 7,346,529,214.70 Net assets attributable to 4,439,600,537.05 4,115,298,831.59 7.88% 3,947,846,392.77 shareholders of the Company 5 The 2015 Annual Report of Shenzhen Chiwan Wharf Holdings Limited VII. Differences between accounting data under domestic and overseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards No such differences 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards No such differences VIII. Financial highlights by quarter Unit: RMB Yuan Item Q1 Q2 Q3 Q4 Operating revenues 407,974,820.55 472,813,188.23 509,817,001.86 482,003,585.52 Net profits attributable to 102,580,695.58 139,396,676.76 175,532,433.81 110,241,686.27 shareholders of the parent Net profits attributable to shareholders of the parent 104,753,391.40 139,009,690.31 175,272,326.54 109,008,122.63 after extraordinary gains and losses Net cash flows from 161,160,849.20 204,361,665.51 279,497,564.39 332,830,658.35 operating activities IX. Extraordinary gains and losses Unit: RMB Yuan Item 2015 2014 2013 Profit or loss on disposal of non-current assets -748,062.06 -4,364,137.54 -1,697,013.72 Government grants recognized in profit or loss (except for grants that are closely related to the Company's business 934,144.81 2,489,528.50 460,819.18 and are in amounts and quantities fixed in accordance with the national standard) Other non-operating income or expenses other than above 1,618,620.58 2,543,213.87 1,941,846.95 Less: Tax effects 579,718.94 40,993.60 127,755.31 Effects of minority interest (after tax) 1,517,022.85 661,929.02 152,508.15 Total -292,038.46 -34,317.79 425,388.95 The Company did not shift in