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廈 門 國 際 港 務 股 份 有 限 公 司 XIAMEN INTERNATIONAL PORT CO., LTD* (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 3378)
OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rules 13.09 and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The following announcement was released by Xiamen Port Development Co., Ltd., a subsidiary of Xiamen International Port Co., Ltd., whose A shares were listed on the Shenzhen Stock Exchange. The annual report summary of Xiamen Port Development Co., Ltd. for the year ended 31 December 2015 has been prepared in accordance with the generally accepted accounting principles of the People’s Republic of China (the “PRC”).
By order of the Board Xiamen International Port Co., Ltd. Yang Hongtu Joint Company Secretary
Xiamen, the PRC, 17 March 2016
As at the date of this announcement, the executive Directors of the Company are Mr. Lin Kaibiao, Mr. Cai Liqun, Mr. Fang Yao, Mr. Chen Zhaohui and Mr. Ke Dong; the non-executive Directors of the Company are Mr. Zheng Yongen, Mr. Chen Dingyu, Mr. Fu Chengjing and Mr. Huang Zirong; and the independent non-executive Directors of the Company are Mr. Liu Feng, Mr. Lin Pengjiu, Mr. You Xianghua, Mr. Jin Tao and Mr. Ji Wenyuan.
* For identification purpose only
2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
Stock code: 000905 Stock name: Xiamen Port Ann no.: 2016--07
XIAMEN PORT DEVELOPMENT CO., LTD
2015 ANNUAL REPORT SUMMARY
§1 IMPORTANT
This information in this annual report summary is extracted from the full text of the Annual Report. Investors who wish to understand the details on the operating results, financial position and future development plan of the Company should carefully read the full text of annual report on such media designated by China Securities Regulatory Commission. Except the director listed below, other directors personally attended the board meeting for the reviewing of the annual report.
Name of the absentee Position of the absentee Reason for the absence Name of proxy Performing other official Huang Zirong Director Yang Hongtu business
Notice of non-standard audit opinions □ Applicable √ Not applicable
The plan on distribution of dividends on ordinary shares or the plan on capitalization of capital reserve passed by the board of directors in the reporting period √ Applicable □ Not applicable
Whether the capitalization of capital reserve is effected □ Yes √ No The plan of the Company on distribution of dividends on ordinary shares which is considered and passed by this board meeting is as follows: to distribute a cash dividend of RMB0.41 (including tax) per ten shares and zero bonus share (including tax) among all shareholders calculated on the basis of 531,000,000 shares, and not to capitalize capital reserve.
The plan on distribution of dividends on preference shares passed by board resolution in the reporting period □ Applicable √ Not applicable
1 2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
Company profile Stock name Xiamen Port Stock code 000905 Stock exchange for Shenzhen Stock Exchange listing Contact person and Secretary to the board of directors Representative for securities affairs contact way Name Liu Xiang Zhu Lingling 20/Floor, Port Building, 31 Donggang North 20/Floor, Port Building, 31 Donggang Address of office Road, Huli District, Xiamen North Road, Huli District, Xiamen Fax 0592-5826223 0592-5826223 Telephone 0592-5826220 0592-5826220 E-mail [email protected] [email protected]
§2 PRINCIPAL OPERATIONS OR PRODUCT INTRODUCTION IN THE REPORTING PERIOD
During the reporting period, the principle businesses engaged by the Company were: loading and unloading in bulk/general cargo terminals and the relevant comprehensive logistics services, merchandise trading, sales of building materials, etc.
The port industry in which the Company operates is closely related to the macroeconomic development, and it possesses the characteristic of cyclicity as a result of the fluctuation in national economy and global economy. The economic development level of the port hinterland has an immediate impact on the throughput capacity of the port, and the product feature in the port is directly determined by the industries and the structure of cargo sources in the hinterland. Since 2012, despite the prolonged impact arising from European debt crisis and the slow growth presented by Chinese macroeconomy, the cargo throughput in the port has maintained growth, however, the growth rate has fallen slightly. During the past three years, the growth rate of cargo throughput of the above-size ports in China is 8.5%, 4.8% and 2.0%, respectively.
As the largest comprehensive logistics provider in Xiamen port area, the Company possesses of rare resources such as bulk/general cargo terminal and back yard, well-established port ancillary and value-added services, complete logistics business chain, forming domestic and foreign trade shipping line and see-air-land logistics system. In the Xiamen port area, the Company currently has an absolute leading position in the tugboat market. In particular, the Company is in a dominant position in such port logistics areas of shipping agency, loading and unloading of the bulk/general cargo, import and export container consolidation, tallying notarization, storage, transportation, sea-rail joint transportation and land-based port.
§3 KEY ACCOUNTING DATA AND FINANCIAL INDICATORS
1. Key accounting data and financial indicators for the past three years
Whether retroactive adjustments or restatements would be made by the Company to the accounting data for the previous years due to changes in accounting policies and corrections in accounting errors
2 2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
√ Yes □ No
Unit: RMB Increase/ decrease 2014 compared 2013 2015 with the previous year Before After After Before After adjusted adjusted adjusted adjusted adjusted 7,261,150,331 7,502,330,29 7,502,330,29 4,779,421,50 4,779,421,50 Income from operations -3.21% .74 9.68 9.68 0.02 0.02 Net profit attributable to 258,089,658.5 286,657,679. 286,657,679. 329,305,035. 329,305,035. the shareholders of the -9.97% 2 95 95 46 46 listed company Net profit after non-recurring profit/loss 94,460,327.7 94,460,327.7 136,781,945. 136,781,945. attributable to the 97,825,997.25 3.56% 4 4 59 59 shareholders of the listed company Net cash flow from 561,530,270.1 168,125,506. 168,125,506. 184,275,730. 184,275,730. 233.99% operating activities 1 51 51 70 70 Basic earnings per share 0.49 0.54 0.54 -9.26% 0.62 0.62 (RMB/share) Diluted earnings per 0.49 0.54 0.54 -9.26% 0.62 0.62 share(RMB/share) Weighted average return 9.73% 11.90% 11.90% -2.17% 15.45% 15.45% rate on net assets Increase/ decrease The end of 2014 compared The end of 2013 The end of with the end
2015 of the previous year Before After After Before After adjusted adjusted adjusted adjusted adjusted 5,169,335,047 5,093,187,50 5,093,187,50 4,188,961,18 4,188,961,18 Total assets 1.50% .84 1.04 1.04 3.51 3.51 Net assets attributable to 2,774,681,155 2,540,498,91 2,540,498,91 2,289,871,28 2,289,871,28 the shareholders of the 9.22% .04 2.69 2.69 5.85 5.85 listed company
Reasons for changes in accounting policies and corrections in accounting errors: The Ministry of Finance of the People’s Republic of China has successively issued the following eight new standards since 26 January 2014: the Accounting Standards for Business Enterprises (“ASBE”) No.39 - Fair Value Measurement, ASBE No. 40 - Joint Venture Arrangement, ASBE No. 41 - Disclosure of Interests in Other Entities, ASBE No. 2 - Long-term Equity Investment, ASBE No. 9 - Employee Remuneration, ASBE No. 30 - Presentation of Financial Statements, ASBE No. 33 - Consolidated Financial Statements and ASBE No. 37 -
3 2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
Presentation of Financial Instruments. As required by the Ministry of Finance, the above standards shall be implemented in all enterprises adopting ASBE since 1 July 2014. On 23 July 2014, the Ministry of Finance of the People’s Republic of China further issued Order No.76 of the Ministry of Finance of the People’s Republic of China to revise and republish the Accounting Standards for Business Enterprises – Basic Standards. In accordance with the requirements of the Ministry of Finance, the Company has applied the above eight new standards since 1 July 2014 and such specific standards set out in the Accounting Standards for Business Enterprises – Basic Standards revised on 23 July 2014.
2. Key accounting data by quarter
Unit: RMB The first quarter The second quarter The third quarter The fourth quarter Income from operations 1,652,352,110.83 1,763,664,209.57 1,740,295,836.06 2,104,838,175.28 Net profit attributable to the shareholders of the listed 39,733,295.49 51,372,454.84 51,751,447.42 115,232,460.77 company Net profit after non-recurring profit/loss attributable to the 26,696,727.14 30,577,172.82 33,132,449.18 7,419,648.11 shareholders of the listed company Net cash flow from operating 86,006,613.13 129,219,075.49 142,344,574.30 203,960,007.19 activities
Whether there is any material difference between the above-mentioned financial indicators or the sum thereof and that in such quarterly report(s) or semi-annual report(s) disclosed by the Company □ Yes √ No
§4 SHARE CAPITAL AND SHAREHOLDERS
1. Number of ordinary shareholders and preference shareholders with voting rights resumed and shareholding of the top ten shareholders
Unit: Number of shares Total number of Total number Total number preference Total number of ordinary of preference shareholders with of ordinary shareholders at shareholders voting rights shareholders end of one with voting 51,923 52,617 0 resumed at end of 0 at end of the month before rights resumed one month before reporting the date of the at end of the the date of the period issue of the reporting issue of the annual report period annual report Shareholding of the top ten shareholders Total Number of Number of shares Proportion Nature of number of shares held pledged or frozen Name of shareholder of shareholder shares subject to shareholding held lock-up Status of Number
4 2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
shares of shares Xiamen International Port Co., State-owned legal 292,716,0 55.13% 0 0 Ltd. person 00 Industrial and Commercial Bank of China Limited – Lion Flexible Configuration Hybrid Securities Domestic Investment Fund (中國工商銀行 non-state-owned 0.64% 3,397,822 0 legal person 股份有限公司－諾安靈活配置 混合型證券投資基金) Domestic natural Xue Tao 0.36% 1,934,310 0 person Foresea Life Insurance Co., Ltd. Domestic – Hai Li Nian Nian (前海人壽保 non-state-owned 0.28% 1,500,000 0 險股份有限公司－海利年年) legal person Domestic natural Lu Yingjie 0.23% 1,200,067 0 person Domestic natural Wang Kefei 0.23% 1,200,000 0 person Domestic natural Ning Shen 0.20% 1,041,699 0 person Domestic natural Huang Jian’an 0.19% 1,027,627 0 person Industrial and Commercial Bank of China Limited – Huashang Quantified Progressive Flexible Domestic Configuration Hybrid Securities non-state-owned 0.19% 994,626 0 Investment Fund (中國工商銀行 legal person 股份有限公司－華商量化進取 靈活配置混合型證券投資基金) Domestic natural Huang Xueying 0.17% 910,000 0 person 1. Xiamen International Port Co., Ltd. is the only one shareholder holding more than 5% (including 5%) of the Company’s shares, which is the controlling shareholder of the Company, the connected nature is controlling parent company, the nature of the Explanation of the shareholding is state-owned legal person shares; connected relationships 2. The other top ten shareholders of the Company have no connected relation with the or concerted actions of controlling shareholder of the listed company, and they are also not the concerted the above shareholders action person defined under “Measures for the Administration of the Acquisition of Listed Companies”, either; 3. It is unknown that whether the connected relationship or concerted action relationship exists or not among other shareholders holding tradable shares. Explanation of 1. Lu Yingjie holds 1,200,067 shares of the Company through Credit Transactions shareholders involved in Guarantee Securities Accounts; securities margin trading 2. Wang Kefei holds 1,200,000 shares of the Company through Credit Transactions business (if any) Guarantee Securities Accounts.
5 2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
2. Total number of the preferred shareholders of the Company and the shareholding of the top ten preferred shareholders
□ Applicable √ Not applicable There was no shareholding of preferred shareholders of the Company during the reporting period.
3. Set out below is the chart of the ownership and controlling relationship between the Company and the beneficial owner:
§5 MANAGEMENT DISCUSSION AND ANALYSIS
1. Operational Briefings for the Reporting Period
In 2015, amidst the severe domestic and international economic environment, complex policy environment and changing market conditions, the board of directors of the Company led the operation team and all the staffs to practically implement the established annual work plan, orderly pushed forward all the works of corporate governance and business operations. During the reporting period, the Company achieved an operating income of RMB7.261 billion, representing a decrease of 3.21% over the same period of last year; and the net profit attributable to shareholders of the listed company of RMB258 million was achieved, representing a decrease of 9.97% over the same period of last year. During the reporting period, finance costs decreased by 78.45% as compared with the same period of last year, which was mainly due to a decrease in the bank interest and an increase in the unrealized financing income recognized from Zhangzhou Gulei Harbour Highway Co., Ltd.( 古雷疏港), a subsidiary of the Company, during the reporting period. During the reporting period, the asset impairment losses increased by 106.88% as compared with the same period of last year, which was mainly due to an increase in provision of bad debt loss by Xiamen Port Trading Co., Ltd. (港務貿易)and Xiamen Port Transportation Co., Ltd.( 港務運輸), which are subsidiaries of the Company. During the reporting period, the non-operating expenses increased by 79.5% as compared with the same period of last year, which was mainly due to an increase in the expenses relating to the early transition and
6 2015 Annual Report Summary of Xiamen Port Development Co., Ltd. relocation to ITG Terminal by Dongdu branch of the Company. During the reporting period, net cash flow generated from operating activities increased by 233.99% as compared with the same period of last year, which was mainly due to a decrease in cash payment for the receipt of labor services as a result of the decrease in ocean freight fee by Xiamen Ocean Shipping Agency Company during the reporting period. During the reporting period, net cash flow generated from investing activities increased by 55.4% as compared with the same period of last year, which was mainly due to a decrease in both capital expenditure and foreign investment during the reporting period. During the reporting period, net cash flow generated from financing activities decreased by 176.65% as compared with the same period of last year, which was mainly due to a decrease in borrowings and an increase in the cash repaid for debts during the reporting period.
During the reporting period, the Company focused on the following works: 1. Proactively participating in the constuction of Xiamen Region, Fujian Free Trade Area, and introducing the key projects of free trade area , such as Sam’s Club of Walmart and XPYCH Baoxiang International Furniture Outlets (葉水福寶象國際家居名品城), etc., and accelerating the steps of the transformation and upgrading of the Company; 2. Launching the construction and production preparation of the Berths no.20 and no.21 in Haicang as schedule. The main construction of the terminal, road yard and silo cell have been delivered for inspection, and the respective items of the construction of the terminal has been entered into the stage of completion and inspection gradually; 3. Deeply promoting the resources integration of logistics; proactively introducing Sanming and Ji’an land-based port business; carrying forward the unified marketing on bulk/general cargo business, thereby constantly enhancing the overall competitiveness; 4. Steadily progressing the construction of such key projects as the engineering project relating to the expansion of the freight terminal at Chaozhou port, berths no.1 and no.2 in Gulei North port area; promoting the investment and cooperation in tallying business; and further strengthening the sustainable development ability of the Company.
2. Whether there was any material change in the principal businesses during the reporting period
□ Yes √ No
3. Products accounting for more than 10% of the Company’s income from principal businesses or profit from principal businesses
√ Applicable □ Not applicable
7 2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
Unit: RMB Increase/ Increase/ Increase/ decrease in decrease decrease in Gross operating in operating Name of gross margin Operating income Operating profit profit income from the profit from the product from the same same margin same period period of last period of last of last year year year Port logistics 3,189,737,221.37 162,367,132.69 6.79% -17.90% -5.81% 1.38% Sales of building 343,247,571.21 33,372,185.71 19.05% -6.10% -15.06% -0.30% materials Trading 3,681,956,512.94 -4,318,028.58 1.64% 14.90% -463.88% -0.26% business
4. Whether there existed any seasonal or periodic characteristics of operations, which requires special attention
□ Yes √ No
5. Explanations of material changes in operating income, operating cost, total net profit attributable to the ordinary shareholders of the listed company or its composition during the reporting period as compared with the last reporting period
□ Applicable √ Not applicable
6. Suspension in trading or delisting
□ Applicable √ Not applicable
§6 RELATED MATTERS INVOLVING FINANCIAL REPORT
1. Explanation of changes in accounting policies, accounting estimates and audit method in comparison with the financial report of the previous year
□ Applicable √ Not applicable
No change was made by the Company to its accounting policies, accounting estimates and audit method during the reporting period.
2. Explanation of retrospective restatement for adjustment of significant accounting errors occurred during the reporting period
□ Applicable √ Not applicable There was no retrospective restatement for adjustment of significant accounting errors occurred in the Company during the reporting period.
8 2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
3. Explanation of changes in the scope of the consolidated statements in comparison with the financial report of the previous year
√Applicable □ Not applicable
1. Disposal of subsidiaries
(1) Loss of control arising from one-off disposal of subsidiaries:
Unit:RMB
Differences arising from Goodwill between disposal in the amount and consolidat Ratio of proportion of net Amount of Time of ed Name of disposal Mode of assets held by disposal for control Recognisation financial subsidiary for equity disposal disposal equity ceases statements (%) investment for relating to the range of the consolidated subsidiary financial statements Sanming Port Construction Co., 31 July See 6,727,006.69 65% Transfer 968,127.75 Ltd. (三明港務建 2015 explanation 設有限公司) Continued:
Amount of investment gain or loss Gain or loss Recognisation transferred Ratio of the Book value of Fair value of arising from and key into from remaining the remaining the remaining the assumptions for other Name of equity at the equity at the equity at the remaining fair value of the comprehensive subsidiary date of date of ceased date of ceased equity remaining equity income which ceased control control re-measured at the date of is related to control at fair value ceased control equity investment of the former subsidiary Sanming Port Refer to the Construction Co., 35% 3,100,934.81 3,432,014.34 331,079.53 evaluation value Ltd.
Explanation: Prior to the disposal, Sanming Construction was a wholly-owned subsidiary of Sanming Port (三 明港務). The Company indirectly held 80% of the equity interests in Sanming Construction through Sanming Port. The shareholding ratio set out above represents the equity interests held by Sanming Port in Sanming Construction.
Pursuant to the equity transfer agreement dated 12 June 2015, Sanming Port transferred 52% of its equity
9 2015 Annual Report Summary of Xiamen Port Development Co., Ltd.
interests in Sanming Construction to Xiamen Port Properties Co., Ltd. (廈門港務地產有限公司) at a consideration of RMB5,381,605.35, and transferred 13% of its equity interests in Sanming Construction to Fujian Sanming Ecological Industrial and Trading Area Ecological New Town Group Co., Ltd. (福建三明生態工貿區 生態新城集團有限公司) at a consideration of RMB1,345,401.34. As the consideration for the equity transfer was received on 29 and 30 July 2015, and the registration formalities for the change were completed on 19 August 2015, 31 July 2015 was adopted as the time point when the control was lost.
(2) Summary of disposal of subsidiaries in 2014
Unit: RMB
Name of Type of Registered Total Net Operating Operating Net Industry company company capital assets assets income profit profit Sanming Port Limited Construction 10,000,000. 109,130, 9,403,29 -592,241.3 -592,2 Construction Liability - industry 00 792.55 9.55 4 41.35 Co., Ltd. Company 2. No new subsidiary was newly included in the scope of consolidation during the period
4. Explanation from the Board of Directors and the Supervisory Committee on the “Non-standard Audit Opinions” of the Accounting Firm during the Reporting Period □ Applicable √ Not applicable
10