cStock code: 000022 (200022) Short form of the stock: Shen Chiwan A/Shen Chiwan B No. 2002-008 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2001 ANNUAL REPORT SUMMARY Important Notice: The Board of Directors of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as the “Company”) individually and collectively accepts responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions nor errors which would render any statement misleading. This report has been prepared in Chinese version and English version respectively. In the event of difference in interpretation between the two versions, the Chinese report shall prevail. I. COMPANY PROFILE 1. Company's Name in Chinese 深圳赤湾港航股份有限公司 Company's Name in English Shenzhen Chiwan Wharf Holdings Limited (CWH) 2. Legal Representative Ms. Wang Fen, Chairwoman of the Board 3. Company Secretary Ms. Pei Jiangyuan Authorized Representative Ms. He Yingban and Mr. Tang Qingsong Address 11/F., Chiwan Petroleum Building Port of Chiwan, Shenzhen, PRC Tel +86 755 6835506, 6694620 Fax +86 755 6684117 E-mail [email protected] 4. Place of Registration Port of Chiwan, Shenzhen, PRC Offices 11-12/F., Chiwan Petroleum Building, Port of Chiwan, Shenzhen, PRC Post Code 518068 E-mail [email protected] 5. Newspaper for Information "Securities Times" and "Ta Kung Pao” Release Website for Annual Report http:\\www.cninfo.com.cn Annual Report Preparation Secretariat of the Board of Directors 6. Stock Exchange Shenzhen Stock Exchange Short Form of the Stock Shen Chiwan A/Shen Chiwan B Stock Code 000022/200022 7. Other information Date of Original Registration 19 July 1990 Place of Registration Chiwan, Shenzhen Business Registration Number Qi-Gu-Yue-Shen-Zong-Zi No. 102793 Tax Registration Number Guo-Shui-Shen-Zi No. 440301618832968 1 Di-Shui-Deng-Zi No. 440305618832968 Accounting Firm (Domestic) PricewaterhouseCoopers Room 3706, Shun Hing Square, Di Wang Commercial Centre 5002 Shennan Road East Shenzhen, 518068, PRC Accounting Firm (Overseas) PricewaterhouseCoopers 23rd Floor Sunning Plaza 10 Hysan Avenue Hong Kong II. FINANCIAL AND BUSINESS HIGHLIGHTS (I) Profit and breakdown for 2001 (RMB) Profit before tax 118,573,040 Net profit 73,824,569 Gross profit 193,984,617 Operating profit 143,165,592 Share of result of associates 1,946,370 Net cash flow from operating activities 189,923,346 Increase/decrease in cash and cash equivalents 20,596,504 * Net profit for 2001 of Shenzhen Chiwan Wharf Holdings Limited ("the Company”) was calculated under Chinese Accounting Standards to be RMB 86,829,223, while under International Accounting Standards to be RMB 73,824,569. A discrepancy of RMB 13,004,654 exists between the results of the two calculations since that assets devaluation provision, which was drawn according to the new accounting rules issued by the Finance Ministry, has to be displayed in adjusting the financial statements for the past years under Chinese Accounting Standards, while is to be calculated as the profit and loss for the reporting period under International Accounting Standards. (II) Financial Indicators 2001 (RMB) 2000(RMB) 1999 (RMB) Sales 478,756,052 448,441,809 431,566,147 Net profit 73,824,569 82,561,186 72,446,700 Total assets 2,222,759,643 2,251,825,648 1,746,261,896 Shareholders’ equity including minority interests 1,153,494,051 1,129,118,317 1,092,877,082 Earnings per share 0.194 0.216 0.190 Weighted average monthly earnings per share 0.194 0.216 0.190 Net assets per share 3.023 2.960 2.865 Net cash flow per share from operating activities 0.498 0.495 0.319 Return on net assets 6.40% 7.31% 6.63% (III) Changes of Shareholders' Equity in 2001 1. Changes of shareholders' equity Share Capital Surplus Statutory Retained Shareholders' Item premium reserve reserve welfare fund profit equity Initial amount 381,517,000 406,340,474 253,977,961 42,503,484 49,560,937 1,129,118,317 2 Increase 0 0 30,390,228 4,341,461 39,438,124 74,169,813 Decrease 0 0 0 0 49,560,937 49,560,937 Ending amount 381,517,000 406,340,474 284,368,189 46,844,945 39,438,124 1,153,494,051 2.Reason for the above changes Shareholders' equity was increased due to the drawing of surplus reserve, statutory welfare fund and retained profit in 2001. III. CHANGES IN SHARE CAPITAL AND SHAREHOLDERS (I) Changes in Share Capital 1. Change in the stock of shares of the Company Change in amount of shares (+,-) Before the New change Rights Bonus Reserves Others Subtotal After the shares to stocks issue change I. Unlisted Shares 1. Promoters’ shares 224,470,000 224,470,000 Including: State-owned share Domestic juristic person’s shares 224,470,000 224,470,000 Foreign juristic person’s shares Others 2. Raised juristic person’s shares 3. Shares held by senior executives 164,500 -43,000 -43,000 121,500 4. Preference shares or others Total Unlisted shares 224,634,500 -43,000 -43,000 224,591,500 II. Listed Shares 1. RMB ordinary shares 50,435,500 +43,000 +43,000 50,478,500 2.Domestically listed foreign shares 106,447,000 106,447,000 3. Overseas listed foreign shares 4. Others Total Listed shares 156,882,500 +43,000 +43,000 156,925,500 III. Total shares 381,517,000 381,517,000 2. Issuance and listing of shares a) The company was approved to issue 310,470,000 RMB ordinary shares at a par value of RMB 1.00 per share in February 1993, with 224,470,000 being the promoters ' 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 RMB 3.10 per share and the B shares at RMB 3.18 per share, which were payable at HKD 2.83 per share. On 5 May 1993, the Company's A and B shares were listed and traded on the Shenzhen Stock Exchange. b) On 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 3 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) Total amount of the Company's shares and the shareholding structure were not changed during the reporting period. f) 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 Securities Registration Co. Ltd. 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. Employees’ shares totaled 43,000 held by Mr. Fu Yuning were transferred to A shares during the reporting period since he was approved to resign as Director of the Company in May 2001. Accordingly, Employees’ Shares decreased from 164,500 to 121,500, while A shares increased from 50,435,500 to 50,478,500. (II) Shareholders 1. As at the end of 2001, 61,996 shareholders of the Company were recorded, with one shareholder being domestic legal entity, 40,440 being shareholders of A Shares and 21,555 being shareholders of B Shares. 2. Top ten shareholders Series Amount of Percen- Number Code Name Shares tage 1 00038657 CND 224,470,000 58.84% 2 00265943 CHEUNG KIT 1,095,260 0.29% 3 91169505 ZHENG YUYAO 511,565 0.13% 4 00292293 YICHU DEVELOPMENT CO., LTD. 426,200 0.11% 5 0077173385 WEI SHANGKUI 394,915 0.10% 6 91257039 LIU LIAOYUAN 364,500 0.09% 7 00206417 CMTB/NIKKO GREAT CHINA OPEN FUND 334,299 0.09% 8 00305765 WANG SHAOZHU 330,000 0.09% 9 00260561 SURE WIDE INTERNATIONEL LIMITED 325,022 0.09% 4 10 00305187 GUAN LIPING 322,400 0.08% Total 228,574,161 59.91% Note: a) The above-mentioned amount of shares are the figures recorded at the end of 2001. b) CND being domestic legal entity and the fifth shareholder Wei Shangkui being shareholder of A shares, the other eight shareholders among the top ten are all shareholders of B shares. The Company is not aware of any relationship existing among the top ten shareholders. c) CND is the only shareholder holding more than 5% of the Company's shares.