Report for the First Quarter of2015－Shenzhen Chiwan Wharf Holdings Limited Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement No. 2015-029 Shenzhen Chiwan Wharf Holdings Limited
Report for the First Quarter of 2015
Section I. Important Reminders
I. 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 the information carried in this report is factual, accurate and complete, without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that.
II. All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report.
III. All directors have attended the board session for reviewing this report.
IV. This quarterly Financial Statements was un-audited.
V. Chairman of the Board Mr. Zheng Shaoping, Chief Financial Officer Mr. Zhang Fang and Financial Manager Ms. Li Li hereby announce that they guarantee the factuality, accuracy and completeness of the financial statements enclosed in this report.
VI. This report is prepared in both Chinese and English. Should there be any understanding discrepancy between the two versions, the Chinese version shall prevail.
Section II. Financial Highlights& Change of Shareholders
I. Financial highlights
Does the Company adjust retrospectively or restate any accounting data of previous periods?
□ Yes√ No
|||||
|-|-|-|-|
|Item|Jan.-Mar. 2015|Jan.-Mar. 2014|+/-|
|Operating income (RMB Yuan)|407,974,820.55|404,266,553.22|0.92%|
|Net profit attributable to shareholders of the parent (RMB Yuan)|102,580,695.58|106,553,992.04|-3.73%|
|Net profit attributable to shareholders of the parent after||||
||104,753,391.40|104,705,247.80|0.05%|
|extraordinary gains and losses (RMB Yuan)||||
|Net cash flows from operating activities (RMB Yuan)|161,160,849.20|147,151,915.58|9.52%|
|Basic EPS (RMB Yuan/share)|0.159|0.165|-3.64%|
|Diluted EPS (RMB Yuan/share)|0.159|0.165|-3.64%|
|Weighted average ROE (%)|2.46%|2.62%|-0.16%|
|Item|31 Mar. 2015|31 Dec. 2014|+/-|
|Total assets (RMB Yuan)|6,970,995,664.04|6,935,824,199.68|0.51%|
|Total shareholder’s equity attributable to equity holders of the|4,219,073,377.73|4,115,298,831.59||
||||2.52%|
|parent (RMB Yuan)||||

Report for the First Quarter of2015－Shenzhen Chiwan Wharf Holdings Limited Items and amounts of extraordinary gains and losses
√ Applicable□ Inapplicable
Unit: RMB Yuan
||||
|-|-|-|
|Item|1 Jan. 2015-31 Mar. 2015|Explanation|
|Profit or loss on disposal of non-current assets|(42,845.93)||
|Government grants recognized in profit or loss|193,262.32||
|Other non-operating income and expenses other than the above|172,812.20||
|Tax effects|(713,223.75)||
|Minority interests effects (after tax)|(1,782,700.66)||
|Total|(2,172,695.82)|--|

 Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to thePublic—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item
□ Applicable√ Inapplicable
II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders 1. Total number of common shareholders at the period-end and shareholdings of top 10 common shareholders
Unit: share
|||||||
|-|-|-|-|-|-|
|Total number of shareholders at the period-end|35,696, with 25,991 being A-share holders, and 9,705 being B-share holders|||||
|Shareholdings of top 10 shareholders (all non-restricted shareholders)||||||
|||Shareholding|Number of|Number of|Type of|
||Nature of|||||
|Name of shareholder||percentage|non-restricted|pledged or frozen|shares (A, B,|
||shareholder|||||
|||(%)|shares held|shares|H or other)|
|CHINA NANSHAN DEVELOPMENT(GROUP) INC.|State-ownedcorporation|32.52%|209,687,067|||
|||||0|A-share|
|SHENZHEN MALAI STORAGE CO., LTD.|Ordinarydomesticcorporation|25%|161,190,933|||
|||||0|A-share|
|KEEN FIELD ENTERPRISES LIMITED|Foreigncorporation|8.58%|55,314,208|||
|||||0|B-share|
|CMBLSA RE FTIF TEMPLETON ASIANGRW FD GTI 5496|Foreigncorporation|7.43%|47,914,954|||
|||||Unknown|B-share|
|DEUTSCHE BANKAKTIENGESELLSCHAFT|Foreigncorporation|0.62%|4,008,130|||
|||||Unknown|A-share|
|CMBNA/STICHTING PENS FND ABP|Foreigncorporation|0.54%|3,463,503|||
|||||Unknown|B-share|
|GIC PRIVATE LIMITED|Foreigncorporation|0.52%|3,360,777|||
|||||Unknown|B-share|
|TEMPLETON ASIAN GROWTH FUND|Foreigncorporation|0.41%|2,657,852|||
|||||Unknown|B-share|
|BBH A/C VANGUARD EMERGINGMARKETS STOCK INDEX FUND|Foreigncorporation|0.40%|2,595,918|||
|||||Unknown|B-share|
|KUMPULAN WANG PERSARAAN(DIPERBADANKAN)|Foreigncorporation|0.37%|2,368,067|||
|||||Unknown|B-share|
||China Merchants Holdings (International) Co., Ltd. (“CMHI”) was a shareholder of|||||
||China Nanshan Development (Group) Inc. (“CND Group”), Shenzhen Malai Storage|||||
|Explanation on associated relationship or||||||
||Co., Ltd. (Malai Storage) was a wholly-funded subsidiary of CMHI, and Keen Field|||||
|persons acting in concert among the||||||
||Enterprises Limited was also a wholly-funded subsidiary of CMHI. Other than that,|||||
|above-mentioned shareholders||||||
||the Company does not know whether the other non-restricted shareholders are|||||
||related parties or not.|||||

Report for the First Quarter of2015－Shenzhen Chiwan Wharf Holdings Limited Did any of theCompany’s top 10 common shareholders or top 10 non-restricted common shareholders conduct any buy-back upon agreement in the reporting period?
□ Yes√ No
2. Total number of preferred shareholders at the period-end and shareholdings of top 10 preferred shareholders
□ Applicable√ Inapplicable
Section III. Significant Events
I. Significant changes in the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes
Unit: RMB Yuan
|||||
|-|-|-|-|
|Item|31 Mar. 2015|31 Dec. 2014|+/-%|
|Non-current liabilities due within 1 year|503,357,253.20|4,997,419.52|9972%|
|Bonds payable|497,161,643.86|995,110,137.02|-50%|
|Item|Jan.-Mar. 2015|Jan.-Mar. 2014|+/-%|
|Income tax expenses|18,699,948.73|27,546,647.11|-32%|
|Minority interests income|30,284,840.42|22,698,936.19|33%|
|Payments of all types of taxes|20,314,116.41|39,685,744.00|-49%|
|Cash receipts from borrowings|-|118,965,000.00|-100%|
|Cash repayments of borrowings|-|118,965,000.00|-100%|
|Cash payments for distribution of dividends orprofit or interest|77,208,156.09|-|-|

Non-current liabilities due within 1 year increased mainly because the corporate bonds for 2011 (Phase I) redeemed in this April according to theboard’s resolution were reclassified from bonds payable to this item. Bonds payable decreased mainly because the corporate bonds for 2011 (Phase I) redeemed in this April according to theboard’s resolution were reclassified from this item to non-current liabilities due within 1 year.
Income tax expenses decreased mainly because non-wholly-funded subsidiary Chiwan Container Terminal Co., Ltd. passed the examination in 2015 to be a hi-tech enterprise and enjoy a preferential income tax rate of15%. Minority interests income increased mainly because non-wholly-funded subsidiary Chiwan Container Terminal Co., Ltd. earned more profits.
Payments of all types of taxes decreased because of the time difference of the actual payment of taxes.
Cash receipts from borrowings decreased mainly because bank borrowings were secured in the same period of last year while there were no such events in the current period.
Cash repayments of borrowings decreased because bank borrowings were repaid in the same period of last year while there were no such events in the current period.
Cash payments for distribution of dividends or profit or interest increased mainly because the dividends for minority shareholders were paid in the current period while there were no such events in the same period of last year.
II. Progress of significant events and analysis& explanations on their influence and solutions
□ Applicable√ Inapplicable
Report for the First Quarter of2015－Shenzhen Chiwan Wharf Holdings Limited III. Commitments made by the Company or any shareholder with a shareholding over5% in the reporting period or such commitments made in previous periods but carried down into the reporting period
√ Applicable□ Inapplicable
|||||||
|-|-|-|-|-|-|
||||Time of|||
||Commitment|||Period of||
|Commitment||Contents|making||Fulfillment|
||maker|||commitment||
||||commitment|||
|Share reformcommitment|CND Group|In order to enhance the shareholdingconfidence of tradable share holders,and encourage the core managementand key personnel so that the interestsof the management and all theshareholders can coincide, CND made acommitment to entrust, through thegeneral meeting of the Company, theBoard of Directors of the Company toformulate and carry out an equityincentive plan at a proper timing afterthe completion of the share divisionreform according to applicable laws andregulations.|Apr. 2006|Standing|CND Group proposed in Mar. 2009 to theCompany <The Report on Formulating andCarrying out the Equity Inventive Plan ofShenzhen Chiwan Wharf Holdings Limited>,which was reviewed and approved in thegeneral meeting of the Company in May 2009.The Board of Directors of the Company wasauthorized to formulate and carry out an equityincentive plan at a proper timing according toapplicable laws and regulations. In Jun. 2014,according to <The Methods (Trial) for StateHolding Listed Companies to Carry out EquityInventive> jointly promulgated by theState-owned Assets Supervision andAdministration Commission of the StateCouncil and the Ministry of Finance, as wellas <The Administrative Methods (Trial) forEquity Incentive of Listed Companies>promulgated by CSRC, the equity incentiveplan could not be successfully formulated dueto policy and regulation changes, as well assome restrictions. Therefore, the Company hasdecided not to formulate and carry out theequity incentive plan for now. The Board ofDirectors will continue to follow and studyrelevant policies and regulations, andreconsider formulating and carrying out a newequity incentive plan according to the actualsituation of the Company and executing thedecision-making procedure.|
|Commitmentin theacquisitionreport or thereport onequity changes||||Concerning||
|||||horizontal||
|||1. Commitments made by China||||
|||||competition, it is||
|||Merchants Holdings (International)||||
|||||promised that the||
|||about share custody;||||
|||||horizontal||
|||2. Commitment made by China||||
|||||competition issue||
||China|Merchants Holdings (International)||||
|||||will be solved||
||Merchants|about guaranteeing the independency of||||
|||||through ways||
||Holdings|the Company;|17 Sept.|||
|||||such as asset|In the process of execution|
||(International)|3. Commitment made by China|2012|||
|||||reorganization in||
||Company|Merchants Holdings (International)||||
|||||the coming 3-5||
||Limited|about horizontal competition; and||||
|||||years. And the||
|||4. Commitment made by China||||
|||||other three||
|||Merchants Holdings (International)||||
|||||commitments are||
|||about regulating related-party||||
|||||subject to the||
|||transactions||||
|||||share custody||
|||||period.||
|||1. Commitment made by Malai Storage||||
|||about guaranteeing the independency of||||
|||the Company;||||
|||||Whenever Malai||
|||2. Commitment made by Malai Storage|27 Dec.|||
||Malai Storage|||Storage holds the|In the process of execution|
|||about horizontal competition; and|2012|||
|||||Company’s shares||
|||3. Commitment made by Malai Storage||||
|||about regulating related-party||||
|||transactions||||
|Othercommitmentsmade to||CND Group irrevocably and|20 Mar.|||
||CND Group|unconditionally agrees that if Chiwan|2001; 18|Standing|In the process of execution|
|||Wharf suffers from any loss, expense,|Jun. 2003;|||

Report for the First Quarter of2015－Shenzhen Chiwan Wharf Holdings Limited
|||||||
|-|-|-|-|-|-|
|minorityshareholders|llisrir|iability, demanded compensation or|29 Sept.|||
|||aw suit due to any actual or potential|2004|||
|||llegality or unenforceability in any land||||
|||use agreement or relevant documents||||
|||igned or to be signed by CND Group||||
|||or other related problems, CND Group||||
|||promises to give full immunity to the||||
|||ecipient party of the land use right and||||
|||ts inheritor and the recipient person||||
|||egarding the aforesaid matters.||||
||ItilsThe Companyfs|f the Company cannot pay interest on||||
|||ime, pay principals upon maturity or is||||
|||nvolved in any violation, it shall at||||
|||east take the following measures:||||
|||1. Not to distribute profit to||Whenever any of||
|||hareholders;|26 Apr.|the corporate||
|||2. Suspend capital outlay projects such|2012; 18|bonds of “11||
||||||In the process of execution|
|||as significant outward investments or|Oct. 2013|Chiwan 01” and||
|||mergers;||“13 Chiwan 01”||
|||3. Reduce or stop salaries and bonuses||exists||
|||or directors and senior management||||
|||taff; and||||
|||4. Not to remove the persons held||||
|||chiefly responsible.||||
|Executed in||||||
||Yes|||||
|ime or not?||||||
|Specific reason||||||
|or failing to||||||
|ulfill the||||||
|commitment|Inapplicable|||||
|and plan for||||||
|he next step||||||
|if any)||||||

IV. Predict the operating results for Jan.-Jun. 2015
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons:
□ Applicable√ Inapplicable
V. Securities investments
Unit: RMB Yuan
|||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|
|||||||Number of|Shareholdin||Gain/loss|||
||||Initial|Number of|Shareholding|||||||
|Variety of|Code of|Name of||||shares held|g percentage|Closing book|for|Accounting||
||||investment|shares held at|percentage at||||||Source of stock|
|securities|securities|securities||||at|at|value|reporting|title||
||||cost|period-begin|period-begin|||||||
|||||||period-end|period-end||period|||
|||||||||||Available-for||
|Stock|400032|SHA1|3,500,000|780,000|0.26%|780,000|0.26%|382,200|-|-sale|Corporate shares|
|||||||||||financial||
|||||||||||assets||
|||||||||||Available-for||
|Stock|400009|GJ1|27,500|20,000|0.02%|20,000|0.02%|17,000|-|-sale|Corporate shares|
|||||||||||financial||
|||||||||||assets||
||||||||||||Corporate shares|
|||||||||||Available-for||
||||||||||||which are|
|Stock|600377|NHGS|1,120,000|1,000,000|0.02%|1000000|0.02%|7,740,000|-|-sale|allowed for|
|||||||||||financial||
|||||||||||assets|circulation after|
||||||||||||share reform|
|Total|||4,647,500|1,800,000|--|1,800,000|--|8,139,200|-|--|--|

Report for the First Quarter of2015－Shenzhen Chiwan Wharf Holdings Limited VI. Shareholdings in other listed companies
□ Applicable√ Inapplicable
No such cases in the reporting period.
VII. Investments in financial derivatives
□ Applicable√ Inapplicable
No such cases in the reporting period.
VIII. Researches, visits and interviews received in the reporting period
|||||||
|-|-|-|-|-|-|
||Place of||||Main discussion and materials|
|Time of reception||Way of reception|Visitor type|Visitor||
||reception||||provided by the Company|
||||||Basic information of operations|
||Office of the|Telephone|||and investments of the Company|
|Jan.-Mar. 2015|||Individual|Individual investors||
||Company|communication|||and the financial status of the|
||||||Company|

IX. Other
TheCompany’s internal control progress:
In the first quarter of 2015, according to the work plan for internal control, the Company organized and carried out the self-evaluation of internal control. Via talks and sampling tests, and according to the previously-set evaluation standards, the office evaluated the defects found, prepared a defect evaluation summary sheet, and then offered their rectification advice. It then, according to the results of its aforesaid work, prepared the 2014 annual internal control self-evaluation report, which was later disclosed upon review and approval at the
3rd
Session of the 8th Board of Directors and the
3rd
Session of the
8th
Supervisory Committee.
The Company engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP to audit the effectiveness of its 2014 financial reporting internal control. A standardauditor’s report with unqualified opinion was issued by DDT and later disclosed by the Company.
Currently, the Company is making preparations for its internal control activities in 2015. It has renewed the list of the internal control task group members, drafted the work plan for internal control in 2015 and determined the subjects and work flows for the internal control in 2015.
The Company has completed the internal control work in 2014 according to the schedule in the internal control work plan for 2014, with no difference or delay.
For and on behalf of the Board
Zheng Shaoping
Chairman
Shenzhen Chiwan Wharf Holdings Limited
Dated 25 April 2015