SHENZHEN CHIWAN PETROLEUM SUPPLY BASE CO., LTD. ANNUAL REPORT FOR YEAR 2012 March 2013 PART Ⅰ Important Notice The Board of Directors, the Board of Supervisors, directors, supervisors and senior management guarantee that there are no omissions, misstatement, or misleading information in this report. They are responsible, individually and jointly, for the authenticity, accuracy and integrity of the information herein. Mr. Fan Zhaoping, Chairman of the Board, and Mdm. Yu Zhongxia, Financial Controller, and Mdm. Sun Yuhui, Financial Manager,, all guarantee the authenticity and integrity of the financial result in this report. Except the following director, other directors attend the Board Meeting. Absent Director Post of the Absent Director Reason Authorized Person Ming Zhi, Mei Director Business Arrangement Kent Yang The Company’s proposal on dividend distribution for the year 2012: Based on the number of shares on the record date for dividend distribution, a cash dividend of RMB1.01 (including tax) will be distributed for every 10 existing shares held. 1 Contents PART ⅠⅠⅠ. Important Notice 1 PART ⅡⅡⅡ. Corporate Information 4 PART ⅢⅢⅢ. Accounting Data and Financial Indicators 6 PART ⅣⅣⅣ. The Report of Board of Directors 8 PART ⅤⅤⅤ. Significant Events 26 PART ⅥⅥⅥ. Changes in Capital Stock and Shareholders 34 PART ⅦⅦⅦ. Directors, Supervisors, Senior Management and Staff 40 PART ⅧⅧⅧ. Corporate Governance 51 PART IX. Internal Control 59 PART X. Financial Report 61 PART ⅪⅪⅪ. Documents Available for Verification 61 2 Definition Terms to be defined Refers to Definition The Company, Chiwan Base Refers to Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Nanshan Group Refers to China Nanshan Development (Group) Incorporation Blogis Holding Refers to Blogis Holding Co., Ltd. Shanghai Baowan Refers to Shanghai Baowan International Logistic Co., Ltd. Guangzhou Baowan Refers to Guangzhou Baowan International Logistic Co., Ltd. Kunshan Baowan Refers to Kunshan Baowan International Logistic Co., Ltd. Tianjin Baowan Refers to Tianjin Baowan International Logistic Co., Ltd. Langfang Baowan Refers to Langfang Baowan International Logistic Co., Ltd. Chengdu Xindu Baowan Refers to Chengdu Xindu Baowan International Logistic Co., Ltd. Chengdu Longquan Baowan Refers to Chengdu Longquan Baowan International Logistic Co., Ltd. Nanjing Baowan Refers to Nanjing Baowan International Logistic Co., Ltd. Tianjin Bingang Baowan Refers to Tianjin Bingang Baowan International Logistic Co., Ltd. Nantong Baowan Refers to Nantong Baowan International Logistic Co., Ltd. Wuhan Baowan Refers to Baowan Logistic （Wuhan ）Co., Ltd. Shenzhen Baowan Refers to Shenzhen Baowan International Logistic Co., Ltd. Shanghai Mingjiang Refers to Mingjiang (Shanghai) International Logistic Co., Ltd. Shenyang Baowan Refers to Shenyang Baowan International Logistic Co., Ltd. Tianjin Qingwu Baowan Refers to Tianjin Qingwu Baowan International Logistic Co., Ltd. Sembawang Refers to Shenzhen Chiwan Sembawang Engineering Co., Ltd Shenzhen Chiwan Offshore Petroleum Equipment Repair & CPEC Refers to Manufacture Co., Ltd. (CPEC) Important Risk Notice Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn are the media designated for disclosing our information for the year 2012. All the Company’s information is subject to the information disclosed in the aforesaid media as designated. The description of the future development in this report does not constitute a commitment for investors. Investors are requested to pay attention to the risks involved in your investment. 3 PART Ⅱ Corporate Information I. Company Profile Stock Abbreviation Chiwan Base-B Stock Code 200053 Stock Exchange Shenzhen Stock Exchange Company’s Name in Chinese 深圳赤湾石油基地股份有限公司 Company’s Short Name in Chinese 深基地 B Company’s Name in English Shenzhen Chiwan Petroleum Supply Base Co., Ltd. Company’s Short Name in English Chiwan Base Legal Representative Fan Zhaoping Registered Address Chiwan, Shenzhen Post Code 518068 Office Address 14/F, Chiwan Petroleum Building, Shenzhen Post Code 518068 Website www.chiwanbase.com E-mail [email protected] II. Contact Person and Method Board Secretary Securities Representative Name Song Tao Li Zizheng Address 14/F, Chiwan Petroleum Building, Shenzhen, PRC 14/F, Chiwan Petroleum Building, Shenzhen, PRC Telephone 0755-26694211 0755-26694211 Fax 0755-26694227 0755-26694227 Email [email protected] [email protected] III. Information Disclosure Designated Newspapers for Information Disclosure Securities Times, Hong Kong Commercial Daily Website for Information Disclosure www.cninfo.com.cn Place Of Regular Reports Prepared For Inquiry 14/F, Chiwan Petroleum Building, Shenzhen, PRC 4 Ⅳ.Changes in Registration Registered Number of Taxation Organization Date of Registration Address Business License Registration Number Code Chiwan, Qi Gu Yue Shen Initial February 10, 1984 Shekou, Zong Zi No. 440300618833899 61883389-9 Registration Shenzhen 101031 Registration at the Chiwan, end of the report December 13, 2012 Shekou, 440301501124066 440300618833899 61883389-9 period Shenzhen Change of Main Business since N/A Listed Change of Controlling N/A Shareholder ⅤⅤⅤ. Other Information Appointed Certified Public Accountants Name of the CPAs Deloitte Touche Tohmatsu Certified Public Accountants LLP Office Address 30F, Waitan Center, No. 222 Yan’an Road East, Shanghai Names of the Certified Public Li Weihua, Fang Shaofan Accountants as the signatories The sponsor performing persistent supervision duties engaged by the Company in the reporting period □Applicable √ Inapplicable The financial advisor performing persistent supervision duties engaged by the Company in the reporting period □Applicable √ Inapplicable 5 PART Ⅲ. Accounting Data and Financial Indicators I. Major Accounting Data and Financial Indicators Retroactive Adjustment □ Yes √ No Unit: RMB Percentage Change 2012 2011 2010 (%) Operating Revenue (RMB) 578,591,906.37 461,923,472.76 25.26% 400,102,381.18 Net Profit Attributed to Shareholders of Listed 162,182,965.40 129,274,351.74 25.46% 142,229,324.77 Company (RMB) Net Profit Net of Non-recurring Gain and Loss 159,080,420.14 125,777,485.70 26.48% 143,326,111.55 Attributed to Listed Company (RMB) Net Cash Flows from 327,679,121.29 267,653,960.54 22.43% 255,124,925.08 Operating Activities (RMB) Basic Earnings per Share 0.70 0.56 25% 0.62 (RMB/Share) Diluted Earnings per Share 0.70 0.56 25% 0.62 (RMB/Share) Return on Equity （%） 13.23% 11.77% 1.46% 13.79% Percentage Change December 31, 2012 December 31, 2011 December 31, 2010 (%) Total Assets (RMB) 4,479,086,519.77 3,647,993,280.18 22.78% 2,804,631,422.11 Owner’s Equity Attributed to Shareholders of Listed 1,287,559,503.34 1,160,341,793.12 10.96% 1,046,166,354.23 Company (RMB) II. Items of Non-recurring Gains & Losses Unit: RMB Item Amount in 2012 Amount in 2011 Amount in 2010 Note Disposal of non-current assets, including the part offset with the provision for impairment of 26,800.93 546,451.05 608,610.28 assets 6 Government grants recognized in current year’s profit or loss (except for the fixed or quantitative government grants closely related 4,305,837.99 3,341,765.88 1,965,300.00 to the enterprise businesses according to the national unified standard) Net profit or loss from beginning of the year to acquisition date from subsidiaries acquired -5,002,934.04 under category of business combinations under common control Other non-operating revenue and expenditure 673,808.75 185,416.76 -53,245.23 excluding the above-mentioned items Influence on income tax 1,251,611.92 504,632.58 630,586.74 Amount affected by minority equity (after tax) 652,290.49 72,135.07 -2,016,068.95 Total 3,102,545.26 3,496,866.04 -1,096,786.78 -- For the Company‘s non-recurring gain/loss items as defined in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public – Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public – Non-recurring Gains and Losses which have been defined as recurring gains and losses, it is necessary to explain the reason. □ Applicable √ Inapplicable 7 PART Ⅳ. Report of the Board of Directors I. Overview In the report period, the company performed well and developed rapidly. During the report period, the Board of Directors and the management team of the company implemented its developing strategy and adhere to steady management idea, risk of control, detailed management. In terms of new project development, deep-water oil logistics business, logistics parks operation, financing, personnel training, construction management, auditing, internal control, security control and so on, the company has obtained outstanding achievement with clear ideas and sound measures. 1. Projects Development: Three new projects with the total area of 1,150 Mu, signed successfully, of which were Wuhan Hannan Baowan, Shenyang Baowan and Tianjin Xiqing Baowan. Furthermore, two former projects ---Nanjing Baowan and Nantong Baowan, and Wuhan Hannan Baowan, Shenyang Baowan completed the land delisting with total 1,050 Mu of land targets, a new record of project development. 2. Offshore Oil Logistics Business: The deep-water wharf of east coastline 1st session was put into operation smoothly, marking the transition from the sole shallow-water logistics service base to the shallow-deep-water comprehensive one. 3. Blogis Business: Fast-growing rents of Baowan Logistics parks in