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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2012 Annual

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SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2012 Annual SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2012 Annual Report 27 March 2013 2012 Annual Report I. Important Notes, Contents & 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 does not contain any false or misleading statements or omit any material facts and hereby accept, individually and collectively, responsibility for the factuality, accuracy and completeness of the contents carried in this report. Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Fang and Financial Manager Ms. Ma Zhihong hereby confirm that the Financial Report in the Annual Report is true, accurate and complete. This report has been reviewed and approved at the 5th Session of the 7th Board of Directors. Independent director Zhang Jianjun did not attend the meeting due to business reason and appointed Independent director Hao Zhujiang, as his proxy to attend and speak at the meeting on his behalf. Independent director Zhang Jianjun has given his consents to the full contents of this report. The Company’s profit distribution preplan upon review and approval of this board session: Based on the total shares of the Company (644,763,730 shares) as at 31 Dec. 2012, a cash dividend of RMB 3.63 (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. 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. The Annual Report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. 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 2012 Annual Report Contents I. Important Notes, Contents & Explanation........................................................................................ 1 II. Company Profile.............................................................................................................................. 5 III. Accounting & Business Highlights ................................................................................................ 7 IV. Report of the Board of Directors .................................................................................................... 8 V. Significant Events .......................................................................................................................... 20 VI. Changes in Share Capital and Particulars about Shareholders .................................................... 25 VII. Directors, Supervisors, Senior Management Staff and Employees ............................................ 29 VIII. Corporate Governance .............................................................................................................. 38 IX. Internal Control ............................................................................................................................ 48 X. Auditor's Report (See attached) ..................................................................................................... 52 XI. Documents for Reference ............................................................................................................ 52 2 2012 Annual Report Explanation Term 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 Refers to China Nanshan Development (Group) Inc. Malai Storage Refers to Shenzhen Malai Storage Co., Ltd. Keen Field Refers to Keen Field Enterprises Limited State-Owned Assets Supervision and Administration SASAC of the State Council Refers to Commission of the State Council CSRC Refers to China Securities Regulatory Commission Shenzhen Bureau of China Securities Regulatory Shenzhen CSRC Refers to 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 2012 Annual Report Warning of Significant Risks 1. Risk concerning the industry situation With American and European economies recovering at a rate lower than expected and the international shipping market staying weak, the foreign-trade container business of the Company slides obviously. Considering the poor performance of the American and European shipping routes, the Company has been devoting itself to expansion of the Asian and African routes, as well as the local cargo sources while trying to maintain basic stability of its key clients and market share through improving its services. 2. Risk concerning market competition Along with the gradual release of the capacity of new wharfs in the Pearl River Delta, competition among wharfs in the region will heat up, with some business irreversibly flowing to these new wharfs. Base on its rich experiences in wharf operation, stable clients and good services, the Company is still a strong competitor. In the future, the Company will focus on cooperation with other competitors in the region, trying to realize positive interaction and avoid vicious competition. 3. Risk concerning rising cost The price rise of production elements under inflation is affecting the Company’s profit. In particular, the rising labor cost will impose great pressure on operation of the Company. The Company carries on with lean management and R&D innovation, as well as putting more effort in the study and application of new technologies and skills, which relieve the pressure of continually rising cost to some degree. Securities Times, Ta Kung Pao and www.cninfo.com.cn were designated by the Company as the media for information disclosure for 2012. 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 2012 Annual Report II. Company Profile I. Basic information of the Company 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. For Contact 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" and "Ta Kung Pao” Internet website designated by CSRC for disclosing this report http://www.cninfo.com.cn Where this report is placed Secretariat of the Board of Directors 5 2012 Annual Report IV. Change of the registered information Registration Registration Business Registration code of Organizational Query index date place license No. taxation code Market Supervision Administration of Initial Chiwan, 440301501 SSDZ No. 19 Jul. 1990 61883296-8 Shenzhen registration Shenzhen 124494 440301618832968 Municipality (http://www.szaic. gov.cn) CND holds 370,878,000 shares of the Company, representing a shareholding percentage of 57.52%. On 17 Sept. 2012, CMHI and CND signed the “Agreement of China Merchants Holdings (International) Co., Ltd. and China Nanshan Development (Group) Inc. Concerning Custody of Shares of Shenzhen Chiwan Wharf Holdings Limited”. According to the Agreement, CND would entrust the management of 370,878,000 A- shares in the Company (representing a shareholding percentage of 57.52%) to CMHI. The custody announcement (No. 2012-035) was released on 20 Sept. 2012 on Securities Times, Ta Kung Pao and www.cninfo.com.cn. Meanwhile, CMHI indirectly holds 55,314,200 B-shares of the Company (representing a shareholding percentage of 8.58%) via its wholly-funded subsidiary Keen Field, thereby, China Changes of the controlling Merchants Holdings (International) controls 66.10% equity interests of the Company. shareholder On 1 Nov. 2012, China Securities Regulatory Commission issued the ZJXK [2012] No. 1428 Document—“Reply on Approving China Merchants Holdings (International) Co., Ltd. to Disclose the Acquisition Report on Shenzhen Chiwan Wharf Holdings Limited and Exempting
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