深赤湾Ｂ：2017年年度报告（英文版）.PDF

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1、 SHENZ ZHEN CHTHThe 201HIWAN HE 2017 ADisclosed17 Annual Re WHARF ANNUAL d on 7 Maeport of ShenF HOLDIL REPOarch 2018nzhen ChiwanINGS LIRT 8 n Wharf HoldIMITED dings Limited d The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 1 Section I.Important Statements,Contents&Terms The Board o

2、f Directors,the Supervisory Board as well as the directors,supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited(hereinafter referred to as the“Company”)hereby warrant that this Report is factual,accurate and complete without any false information,misleading statements or

3、 material omissions.And they shall be jointly and severally liable for that.Chairman of the Board Bai Jingtao,Chief Financial Officer Yao Shenglan and Financial Manager Li Xiaopeng hereby guarantee the factuality,accuracy and completeness of the Financial Report in this Report.This Report has been r

4、eviewed and approved by all directors at the 3rd Meeting of the 9th Board of Directors of the Company.Possible risks faced by the Company and countermeasures have been explained in“Section IV.Performance Discussion and Analysis”in this Report,which investors are kindly reminded to pay attention to.A

5、ny forward-looking statement such as those involving future plans or development strategies in this Report shall not be considered as virtual promises of the Company to investors.And investors are kindly reminded to pay attention to possible risks.Securities Times,Ta Kung Pao(HK)and have been design

6、ated by the Company for information disclosure.And all information about the Company shall be subject to whats disclosed on the aforesaid media.Investors are kindly reminded to pay attention to possible risks.The Companys preliminary plan for profit distribution upon the review and approval at the b

7、oard meeting:Based on the total shares of 644,763,730,a cash dividend of RMB13.19(tax included)will be distributed to all the shareholders for every 10 shares they hold.No bonus shares will be granted and no capital reserve will be turned into share capital.This Report is prepared in both Chinese an

8、d English.Should there be any discrepancy between the two versions,the Chinese version shall prevail.The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 2 Contents Section I.Important Statements,Contents&Terms.1 Section II.Company Profile&Financial Highlights.4 Section III.Business High

9、lights.8 Section IV.Performance Discussion and Analysis.10 Section V.Significant Events.24 Section VI.Share Changes&Particulars about Shareholders.39 Section VII.Preference Shares.46 Section VIII.Directors,Supervisors,Senior Management Staff&Employees.47 Section IX.Corporate Governance.60 Section X.

10、Corporate Bonds.76 Section XI.Auditors Report(See Attached).77 Section XII.Documents Available for Reference.78 The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 3 Terms Term Meaning Company,the Company or Chiwan Wharf Shenzhen Chiwan Wharf Holdings Limited CMG China Merchants Group C

11、MPort China Merchants Port Holdings Company Limited CND Group China Nanshan Development(Group)Inc.Malai Storage Shenzhen Malai Storage Co.,Ltd.KFEL Keen Field Enterprises Limited CMG Hong Kong China Merchants Group(H.K.)Limited,a CMG wholly-owned subsidiary in Hong Kong Broadford Global Broadford Gl

12、obal Limited,a wholly-owned subsidiary of CMG Hong Kong CMGD China Merchants Gangtong Development(Shenzhen)Co.,Ltd.,a Broadford Global wholly-owned subsidiary in Shenzhen CDF China Development Finance Company Ltd.CMG Finance China Merchants Group Finance Co.,Ltd.CCT Chiwan Container Terminal Co.,Ltd

13、.(a subsidiary controlled by the Company)SASAC of the State Council State-Owned Assets Supervision and Administration Commission of the State Council CSRC China Securities Regulation Commission Shenzhen CSRC Shenzhen Bureau of China Securities Regulatory Commission SZSE Shenzhen Stock Exchange “The

14、Company Law”“The Company Law of the Peoples Republic of China”“The Securities Law”“The Securities Law of the Peoples Republic of China”“The Articles of Association”“The Articles of Association of Shenzhen Chiwan Wharf Holdings Limited”“The Stock Listing Rules”“The Stock Listing Rules of Shenzhen Sto

15、ck Exchange”The cninfo website The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 4 Section II.Company Profile&Financial Highlights I.Company information Stock name Chiwan Wharf A,Chiwan Wharf B Stock code 000022,200022 Stock exchange Shenzhen Stock Exchange Company name in Chinese 深圳赤

16、湾港航股份有限公司 Abbreviation 深赤湾 Company name in English(if any)Shenzhen Chiwan Wharf Holdings Limited Abbreviation(if any)Chiwan Wharf Legal representative of the Company Bai Jingtao Registered address 8/F,Chiwan Petroleum Building,Zhaoshang Street,Nanshan District,Shenzhen,PRC Zip code 518067 Office add

17、ress 8/F,Chiwan Petroleum Building,Zhaoshang Street,Nanshan District,Shenzhen,PRC Zip code 518067 Internet website of the Company http:/ Email address II.Contact us Company Secretary Securities Representative Name Wang Yongli Hu Jingjing&Chen Dan Contact address 8/F,Chiwan Petroleum Building,Zhaosha

18、ng Street,Nanshan District,Shenzhen,PRC Tel.+86 755 26694222+86 755 26694222 Fax+86 755 26684117+86 755 26684117 E-mail III.About information disclosure and where this Report is placed Newspapers designated by the Company for information disclosure Securities Times,Ta Kung Pao(HK)Internet website de

19、signated by CSRC for disclosing this Report http:/ Where this Report is placed Company Secretarys Office IV.Changes in the registered information Credibility code 91440300618832968J Changes in main business since going public(if any)No changes Changes of controlling shareholder(if any)N/A The 2017 A

20、nnual Report of Shenzhen Chiwan Wharf Holdings Limited 5 V.Other information The CPAs firm hired by the Company Name Deloitte Touche Tohmatsu Certified Public Accountants LLP Office address 30/F,222 Yan An Road East,Huangpu District,Shanghai,P.R.C.Signing accountants Huang Yue,Jiang Qishen Sponsor e

21、ngaged by the Company to conduct sustained supervision during the reporting period Applicable Not applicable Financial consultant engaged by the Company to conduct sustained supervision during the reporting period Applicable Not applicable VI.Accounting and financial highlights Does the Company adju

22、st retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error?Yes No Unit:RMB Item 2017 2016 Increase/decrease of current year over last year 2015 Operating revenues 2,456,218,834.632,381,483,399.943.14%2,342,495,360.79Ne

23、tprofits attributable to shareholders of the parent 504,495,064.39532,376,492.97-5.24%521,390,931.84Net profits attributable to shareholders of the parent before extraordinary gains and losses 497,361,340.01529,198,583.98-6.02%520,784,611.74Net cash flows from operating activities 1,162,281,754.311,

24、121,032,625.073.68%1,231,610,675.57Basic EPS(RMB/share)0.7820.826-5.33%0.809Diluted EPS(RMB/share)0.7820.826-5.33%0.809Weighted average ROE(%)10.45%11.57%-1.12%12.20%Item As of 31 Dec.2017 As of 31 Dec.2016 Increase/decrease of current year-end than last year-end As of 31 Dec.2015Total assets 7,975,

25、470,563.327,792,570,272.012.35%8,186,131,157.94Net assets attributable to shareholders of the parent 4,922,969,405.924,736,680,543.813.93%4,474,942,668.10Business combination under common control have caused retrospective adjustments or restatements,which are shown in the table below.For further inf

26、ormation,see“VIII.Explain change of the consolidation scope as compared with the financial reporting of last year”under“Section V.Significant Events”in this Report.The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 6 Unit:RMB Item 2017 2016 Increase/decrease of current year over last y

27、ear 2015 Before adjustment After adjustment After adjustment Before adjustment After adjustment Operating revenues 2,456,218,834.63 1,905,107,140.422,381,483,399.943.14%1,872,608,596.162,342,495,360.79Net profits attributable to shareholders of the parent 504,495,064.39 532,376,492.97532,376,492.97-

28、5.24%527,751,492.42521,390,931.84Net profits attributable to shareholders of the parent before extraordinary gains and losses 497,361,340.01 530,615,980.15529,198,583.98-6.02%528,043,530.88520,784,611.74Net cash flows from operating activities 1,162,281,754.31 827,754,904.111,121,032,625.073.68%977,

29、850,737.451,231,610,675.57Basic EPS(RMB Yuan/share)0.782 0.8260.826-5.33%0.8190.809Diluted EPS(RMB Yuan/share)0.782 0.8260.826-5.33%0.8190.809Weighted average ROE(%)10.45%11.64%11.57%-1.12%12.34%12.20%As of 31 Dec.2017 As of 31 Dec.2016 Increase/decrease of current year-end than last year-end As of

30、31 Dec.2015 Before adjustment After adjustment After adjustment Before adjustment After adjustment Total assets 7,975,470,563.32 6,620,476,709.797,792,570,272.012.35%6,913,772,876.998,186,131,157.94Net assets attributable to shareholders of the parent 4,922,969,405.92 4,709,815,552.894,736,680,543.8

31、13.93%4,439,600,537.054,474,942,668.10 The listed companys total share capital as of the last trading session before the disclosure of this Report:The listed companys total share capital as of the last trading session before the disclosure of this Report(share)644,763,730Fully diluted EPS based on t

32、he latest share capital above(RMB Yuan/share)0.782 Are there any corporate bonds?Yes No VII.Differences between accounting data under domestic and overseas accounting standards 1.Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounti

33、ng standards No such differences 2.Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards No such differences The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 7 VIII.Financial highlights by quarter Unit:RMB Ite

34、m Q1 Q2 Q3 Q4 Operating revenues 590,462,575.45586,188,442.54686,261,296.41 593,306,520.23Net profits attributable to shareholders of the parent 138,193,456.79137,867,900.71164,362,034.13 64,071,672.76Net profits attributable to shareholders of the parent before extraordinary gains and losses 137,52

35、9,057.95138,082,062.94163,375,030.69 58,375,188.43Net cash flows from operating activities 327,701,479.55246,854,052.48341,832,880.07 245,893,342.21The financial indicators above or their summations differ from those which had been disclosed in quarterly or semi-annual reports because they have been

36、 retrospectively adjusted as a result of business mergers under the same control.IX.Extraordinary gains and losses Unit:RMB Item 2017 2016 2015 Note Profit or loss on disposal of non-current assets 431,343.46-123,667.77-745,648.90 Government grants recognized in profit or loss(except for grants that

37、 are closely related to the Companys business and are in amounts and quantities fixed in accordance with the national standard)1,843,431.756,142,644.12 4,764,470.53 Impairment provision reversal for accounts receivable on which impairment test is carried out separately 4,238,993.78-Non-operating inc

38、ome or expenses other than above 1,572,703.482,078,697.90 1,308,856.45 Less:Tax effects 290,506.791,429,655.13 1,108,165.15 Effects of minority interest(after tax)662,241.303,490,110.13 3,613,192.83 Total 7,133,724.383,177,908.99 606,320.10-The Company did not shift in the reporting period any extra

39、ordinary gain/loss item as defined and listed in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the PublicExtraordinary Gains and Losses to a recurrent gain/loss item.The 2017 Annual Report of Shenzhen Chiwan Wharf Holdings Limited 8 Section II

40、I.Business Highlights I.Main business during the reporting period (I)The Companys main business scope and business models The Company is principally engaged in the handling,warehousing and transportation of containers and bulk cargoes,as well as the provision of related services.The Company has 6 co

41、ntainer berths and 7 bulk cargo berths in Chiwan Wharf(Shenzhen),3 container berths in Mawan Wharf(Shenzhen)and 5 bulk cargo berths in Machong Wharf(Dongguan).The Company also has an investment in Laizhou Wharf in Shandong Province.(II)Development stage and seasonality of the industry,as well as the

42、 Companys position in the industry The port industry in which the Company competes is a basic industry in the national economy,with its development level tied to the macro economy and trade.Due to seasonal factors and a stronger endogenous driving force of growth,the world economy was on a track of

43、relatively strong recovery during the reporting period,which resulted in a faster recovery of international trade and an uptick in growth of port throughput.The ports run by the Company have been considered hubs for container and bulk cargo carriers in the Pearl River Delta.The Companys market posit

44、ion and operating performance remained stable during the reporting period.II.Significant changes in primary assets 1.Significant changes in primary assets Primary asset Significant change Equity assets The Proposal on Signing The Supplementary Agreement of Media Port Investments Limited Shareholder

45、Agreement was considered and approved at the 2nd Meeting of the 9th Board of the Company dated 23 August 2017.On the same day,the Company,China Merchants Port Holdings Company Limited,Fatten Investments Limited and Media Port Investments Limited signed the said agreement to let the Company control M

46、edia Port Investments Limited.As such,the Company has controlled and will include in its consolidated financial statements Shenzhen Mawan Port Services Co.,Ltd.,Shenzhen Mawan Wharf Co.,Ltd.and Shenzhen Mawan Warehouse&Terminals Co.,Ltd.The announcement(No.2017-034)on the related transactions arisin

47、g from the signed contract has been disclosed on Securities Times,Ta Kung Pao and on 25 August 2017.Entrusted assets The Proposal on Signing The Agreement on Equity Management Entrustment with China Merchants Port Holdings Company Limited(CMPort)was considered and approved at the 2nd Meeting of the

48、9th Board of the Company dated 23 August 2017.On the same day,the agreement was signed to let the Company manage,in CMPorts trust,part of the shareholder and other rights in relation to the 80%stake in Mega Shekou Container Terminals Limited,which is held directly by CMPort.This move The 2017 Annual

49、 Report of Shenzhen Chiwan Wharf Holdings Limited 9 would strengthen the Companys influence and ability of sustainable development among the ports in West Shenzhen.The announcement(No.2017-035)on the related transaction arising from the signed contract has been disclosed on Securities Times,Ta Kung

50、Pao and on 25 August 2017.2.Main assets overseas Applicable Not applicable III.Core competitiveness analysis Regarding container handling,the first phase of the Companys the shore power program covering four container berths in the Companys Chiwan Wharf was completed in August 2017,which is able to