[年报]深赤湾Ｂ:2016年年度报告（英文版）
The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2016 ANNUAL REPORT Disclosedon28March2017 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Section I. Important Statements, Contents & Terms The Board of 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 material omissions. And they shall be jointly and severally liable for that. Board Chairman Shi Wei, Chief Financial Officer Zhang Fang and Financial Manager Li Xiaopeng hereby guarantee the factuality, accuracy and completeness of the Financial Report in thisReport. This Report has been reviewed and approved by all directors at the 7th Meeting of the 8th Board of Directors. 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. Any 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 investorsare kindly reminded to pay attention to possiblerisks. Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn have been designated by the Company for information disclosure. And all information about the Company shall be subject to what’s disclosed on the aforesaid media. Investors are kindly reminded to pay attention to possible risks. The Company’s preliminary plan for profit distribution upon the review and approval at the board meeting: Based on the total shares of 644,763,730, a cash dividend of RMB4.96 (tax included) will be distributed to all the shareholders for every 10 shares that they hold. No bonus shares will be granted and no capital reserve willbe turned intoshare capital. This Report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 1 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Contents SectionI. ImportantStatements,Contents&Terms......................................................1 SectionII. CompanyProfile&FinancialHighlights.....................................................4 SectionIII. BusinessHighlights.....................................................................................8 SectionIV. PerformanceDiscussionandAnalysis.......................................................10 SectionV. SignificantEvents........................................................................................25 SectionVI. ShareChanges&ParticularsaboutShareholders.....................................38 SectionVII. PreferenceShares.....................................................................................45 SectionVIII. Directors,Supervisors,SeniorManagementStaff&Employees..........46 SectionIX. CorporateGovernance...............................................................................59 SectionX. CorporateBonds.........................................................................................74 SectionXI.Auditor'sReport(SeeAttached)................................................................75 SectionXII. DocumentsAvailableforReference........................................................76 2 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Terms Term Content Company, the Company or Chiwan Wharf Shenzhen Chiwan Wharf Holdings Limited CMG China Merchants Group CMPort 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 CDF China Development Finance Company Ltd. CCT Chiwan Container Terminal Co., Ltd. (controlled subsidiary of 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 Company Law” “The Company Law of the People’s Republic of China” “The Securities Law” “The Securities Law of the People’s 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 Stock Exchange” The cninfo website www.cninfo.com.cn * China Merchants Holdings (International) Company Limited has officially changed its name to “China Merchants Port Holdings Company Limited” on 10 August 2016. 3 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Section II. Company Profile & Financial Highlights I. Company information Stock abbr. Chiwan Wharf A, Chiwan Wharf B Stock code 000022, 200022 Stock exchange Shenzhen Stock Exchange Chinese name of the Company深圳赤湾港航股份有限公司 Abbr. of the Chinese name of the Company深赤湾 English name of the Company (if any) Shenzhen Chiwan Wharf Holdings Limited Abbr. of the English name of the Company (if any) Chiwan Wharf Legal representative of the Company Shi Wei Registered address 8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District, Shenzhen, PRC Zip code 518067 Office address 8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District, Shenzhen, PRC Zip code 518067 Internet website of the Company http://www.szcwh.com address [email protected] II. Contact us Company Secretary Securities Representative Name Wang Yongli Hu Jingjing & Chen Dan Contact address 8/F, Chiwan Petroleum Building, Zhaoshang Street, Nanshan District, Shenzhen, PRC Tel. +86 755 26694222 +86 755 26694222 Fax +86 755 26684117 +86 755 26684117 [email protected] [email protected] III. About information disclosure andwhere thisReport is placed Newspapers designated by the Company for information disclosure Securities Times, Ta Kung Pao (HK) Internet website designated by CSRC for disclosing this Report http://www.cninfo.com.cn Where this Report is placed Company Secretary’s Office 4 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited 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 V. Other information The CPAsfirm 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 Li Weihua, Su Min Sponsor engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable Financial consultantengaged by the Company toconduct sustained supervision during the reporting period □ Applicable √ Inapplicable VI. Accounting and financialhighlights Does the Company adjust retrospectively or restate accounting data of previous years due tochange of the accounting policyor correction of any accounting error? □ Yes √ No Unit: RMB Yuan Item 2016 2015 Increase/decrease of current year over last year 2014 Operating revenues 1,905,107,140.42 1,872,608,596.16 1.74% 1,804,766,176.31 Net profits attributable to shareholders of the parent 532,376,492.97 527,751,492.42 0.88% 417,594,271.33 Net profits attributable to shareholders of the parent before extraordinary gains and losses 530,615,980.15 528,043,530.88 0.49% 417,628,589.12 Net cash flows from operating activities 827,754,904.11 977,850,737.45 -15.35% 818,315,147.74 Basic EPS (RMB Yuan/share) 0.826 0.819 0.85% 0.648 Diluted EPS (RMB Yuan/share) 0.826 0.819 0.85% 0.648 Weighted average ROE (%) 11.64% 12.34% -0.70% 10.36% Item As at 31 Dec. 2016 As at 31 Dec. 2015 Increase/decrease of current yearend than last yearend As at 31 Dec. 2014 Total assets 6,620,476,709.79 6,913,772,876.99 -4.24% 6,935,824,199.68 5 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Net assets attributable to shareholders of the Company 4,709,815,552.89 4,439,600,537.05 6.09% 4,115,298,831.59 VII. Differences between accounting data under domestic andoverseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international andChinese accounting 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 VIII. Financialhighlights byquarter Unit: RMB Yuan Item Q1 Q2 Q3 Q4 Operating revenues 441,414,712.95 463,394,939.29 513,538,393.69 486,759,094.49 Net profits attributable to shareholders of the parent 121,221,004.55 145,314,502.42 160,704,737.43 105,136,248.57 Net profits attributable to shareholders of the parent before extraordinary gains and losses 120,104,236.05 144,612,148.26 160,374,471.28 105,525,124.56 Net cash flows from operating activities 101,594,145.81 267,063,097.99 204,666,194.32 254,431,465.99 Indicate by tick mark whether there are any material differences between the financial indicators above or their summations and those which have been disclosed in quarterly or semi-annual reports □ Yes √ No IX. Extraordinary gains andlosses Unit: RMB Yuan Item 2016 2015 2014 Note Profit or loss on disposal of non-current assets -2,468,885.29 -748,062.06 -4,364,137.54 Government grants recognized in profit or loss (except for grants that are closely related to the Company's business and are in amounts and quantities fixed in accordance with the national standard) 1,046,444.12 934,144.81 2,489,528.50 Other non-operating income or expenses other than above 3,961,699.05 1,618,620.58 2,543,213.87 Less: Tax effects 595,892.67 579,718.94 40,993.60 Effects of minority interest (after tax) 182,852.39 1,517,022.85 661,929.02 Total 1,760,512.82 -292,038.46 -34,317.79 - 6 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited The Company did notshift in the reporting period any extraordinary gain/lossitem as defined and listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses to a recurrent gain/lossitem. 7 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Section III. Business Highlights I. Main business during the reportingperiod 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 container 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. In the reporting period, the global economy was in deep change, international trade remained sluggish and slow growth became an ordinary state for the port industry, urging faster transformation by upgrading and integration of port resources. As a regional hub for container and bulk cargo carriers, the Company enjoyed growing business results as well as a stable and improving market position. II. Material changes in main assets 1. Material changes in main assets □ Applicable √ Inapplicable 2. Main assets overseas □ Applicable √ Inapplicable III. Core competitiveness analysis Upon more than 3 decades of development, the Company has gathered a pool of experienced professionals and an excellent managerial team, with its business management highly recognized by shareholders and clients. With stable client sources and efficient business process flows, the Company is considered a leader in the sector in terms of operating efficiency. As a mature listed port company in China, the Companyowns an excellent brand and reputation inthe market. Material changes as below in the Company’s core competitiveness during the reporting period: 1. Container handling business: A R&D project of smart quayside handling has been set up and four quay cranes have been put into trial operation in May 2016. The project of broadening and dredging Tonggu Sea Route went into operation in Nov, which would create a water depth navigable for vessels around the clock in Shenzhen western portarea, achieving a bottleneck-breaking result. 2. Bulk cargo handling business: In June 2016, State I of Machong Wharf II was granted the Acceptance Certificate of Completed Wharf Project by the Department of Transportation of Guangdong Province. In the same month, Machong Wharf obtained an administrative permit from Huangpu Customs to build bonded warehouses for public use with an area of 15,700㎡,which was 8 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited checked and accepted by the Customs. In Dec, the Technological transformation of Berth 7# , Chiwan Port was completed. These improvements in resource capacity will further increase the Company’s competitiveness and provide guarantee for itscontinuously stable development. 9 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Section IV. Performance Discussion and Analysis I. Business review In 2016, the global economy remained in deep change which varied markedly among different regions. Profound changes also happened with trade rules, production modes, industrial layout, international division of labor, currency systems, etc. China steadily pushed forward its supply-side structural reform and transformation and deepened its pilot free trade zone reform. Its economic growth further slowed down to 6.7%, with the total import and export value down by 0.9% from last year. With continuously sluggish global shipping, the domestic port industry also grew at a slow pace. The country’s coastal ports above the designated size registered a cargo throughput of 8.08 billion metric tons, representing 3.0% growth from last year, and a container throughput of 190 million TEU, up 3.4% from the year earlier. Under such circumstances, main production and operation indicators of the Company for the reporting period all registered increase. To be specific, the Company achieved a cargo throughput of 67.8 million metric tons, a year-on-year increase of 1.8%, which generated operating revenues of RMB1.91 billion, up 1.7% from last year; total profits of RMB0.77 billion, up 5.9% on a year-on-year basis; and net profits attributable to the Company (excluding subsidiaries) of RMB0.53 billion, representing a 0.9% growth from the year earlier. 1. Container handling business Growth in the global container capacity significantly slowed down, but overcapacity wasn’t substantively improved. With lower earnings for shipping enterprises, the bankrupt of Hanjin Shipping, the 7th largest shipping company in the world shocked the shipping industry. The shipping alliances were on the verge of a reshuffle due to series of merging and reorganization events in the industry. In the reporting period, container throughput of main ports in South China declined by 1.2% year on year, of which the data of Shenzhen port declined by 1.0%. We strengthened business expansion, closely followed up the route adjustment caused by the alliance reshuffle, energetically explored qualified routes, leading to growth in both local and transit container handling. We handled 5.035 million TEU of containers, up 5.8% on a year-on-year basis, accounting for 21% of the Shenzhen port market, 1 percentage point higher than the same period of last year. 2. Bulkcargo handling business Due to the government’s structural reform of the supply front, as well as the market demand, China’s imports of grain and fertilizer both decreased sharply. We adopted a business strategy of working on both domestic and foreign trade. As a result, the considerable growth in the domestic grain and feedstuff throughput made up for the drop in the foreign counterpart, and our total grain and feedstuff throughput is still at a leading position in the Pearl River Delta. Meanwhile, despite a weak demand, we are still a leader in terms of fertilizer throughput, with the compound fertilizer imports handled accounting for around 50% of China’s market. At the same time, we strengthened business expansion. Breakthroughs have been made in new business and the comprehensive logistics services based on the ports have continued to develop, making clients more dependent on us. In the reporting period, we achieved a bulk cargo throughput of 18.822 million tons, down 2.4% from the year earlier. 10 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited 3. Supporting services andinvestment management Our supporting services of tow truck, tugboat, customs clearance, barge and the like went on smoothly, and gained goods. Meanwhile, our main investees such as China Overseas Harbour Affairs (Laizhou) Co., Ltd., and China Merchants Holdings (International) Information Technology Co., Ltd. achieved greatly improved business results, producing much higher returns on our investments from a year earlier. Business highlights of the Company for the past three years are set out as follows: Main business indicator 2016 2015 2014 Total throughput (thousand tons) 67,800 66,618 63,002 Among which: Container throughput (thousand TEU) 5,035 4,760 4,958 Bulk cargo throughput (thousand tons) 18,822 19,283 15,139 Hours charged for tow trucks (thousand hours) 1,165 1,129 1,170 Hours charged for tugboats (hour) 32,530 34,098 28,642 In the reporting period, we continued to push forward lean management and innovation work, and emphasized on improving quality and efficiency. We adapted to the management requirements in new situations by sorting and optimizing management process, as well as revising and perfecting systems. We combined theory training with work practice, and strengthened the guiding function of data analysis. Through making use of interest technologies, we carried forward the fusion of production network, and the Company’s informationization. We encouraged technique and process reform, and new technology application, focused on solving and improving issues in the front line of production, and accomplished multiple projects of technical innovation. We combined the main wharf business with supporting businesses, arranged the participation in multiple logistics links, explored and extended the logistics chain service in ports. We developed special management and control on key costs, reached the annual target on management and control, and realized the increase of operating profits. We also expanded financing channels for a better debt structure and reduced the loans to avoid exchange rate risk, which helped cut down our finance costs in a significant way. II. Main business analysis 1. Overview Changes in main financial indicators inthe reporting period are as follows: Unit: RMB Yuan Item 2016 2015 +/-Reason Operating revenues 1,905,107,140.42 1,872,608,596.16 1.74% - Operating costs 1,050,465,880.51 1,002,715,909.05 4.76% - Administrative expenses 174,521,284.02 175,644,906.71 -0.64% - Finance costs 17,022,615.47 59,500,840.56 -71.39% Decrease in average balance of interestbearing debts and average loan interest 11 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Net cash flows from operating activities 827,754,904.11 977,850,737.45 -15.35% - 2. Revenues andcosts (1) Breakdownof operating revenues Unit: RMB Yuan Item 2016 2015 +/- Amount In operating revenues Amount In operating revenues Operating revenues 1,905,107,140.42 100% 1,872,608,596.16 100% 1.74% By segments Load and unload services 1,782,343,936.83 93.56% 1,747,972,945.00 93.34% 1.97% Trailer and tugboat business 158,782,168.60 8.33% 158,969,818.91 8.49% -0.12% Agency and other services 29,384,718.03 1.54% 25,708,043.32 1.37% 14.30% Inter-segment deduction -65,403,683.04 -3.43% -60,042,211.07 -3.21% 8.93% By areas Mainland China 1,886,725,592.26 99.04% 1,855,423,240.72 99.08% 1.69% Hong Kong, China 18,381,548.16 0.96% 17,185,355.44 0.92% 6.96% (2) Segments, products or areas contributing over 10% of operating revenues or profit Unit: RMB Yuan Item Operating revenue Operating cost Gross profit margin (%) Operating revenue: +/-% from last year Operating cost: +/-% from last year Gross profit margin: +/-% from last year By segments Load and unload 1,782,343,936.83 976,831,006.93 45.19% 1.97% 4.94% -1.55% services By areas Mainland China 1,886,725,592.26 1,035,760,386.34 45.10% 1.69% 4.72% -1.59% 12 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited (3) Product sales higher thanservice income □ Yes √ No (4) Execution progress of major signed sales contracts inreporting period □ Applicable √ Inapplicable (5) Breakdownof operating costs By segments and products Unit: RMB Yuan Segment Item 2016 2015 +/- Amount In operating costs Amount In operating costs Load and unload services Load and unload services 976,831,006.93 92.99% 930,887,674.04 92.84% 4.94% Trailer and tugboat business Related road transportation and shipping 119,894,587.11 11.41% 118,198,934.43 11.79% 1.43% Agency and other services Agency 19,108,936.15 1.82% 13,671,511.65 1.36% 39.77% Inter-segment deduction -65,368,649.68 -6.22% -60,042,211.07 -5.99% 8.87% Total 1,050,465,880.51 100.00% 1,002,715,909.05 100.00% 4.76% (6) Changes inconsolidationscope for reporting period □ Yes √ No (7) Major changes inbusiness, products or services inreporting period □ Applicable √ Inapplicable (8) Main clients andsuppliers Main clients Sales income from top 5 clients (RMB Yuan) 1,053,730,861.13 In total sales income of the year (%) 55.31% Total sales income from related parties among top 5 clients as a percentage of the total sales income of the year (%) 0% 13 The 2016Annual Report ofShenzhen ChiwanWharf Holdings Limited Information about top 5 clients Serial No. Client Sales income generated (RMB Yuan) In total sales income of the year (%) 1 Client A 390,888,906.34 20.52% 2 Client B 287,577,575.57 15.10% 3 Client C 197,766,419.76 10.38% 4 Client D 89,559,790.11 4.70% 5 Client E 87,938,169.35 4.62% Total -1,053,730,861.13 55.31% Other information about the main clients □ Applicable √ Inapplicable Main suppliers Procurement from top 5 suppliers (RMB Yuan) 295,502,508.27 In total procurement of the year (%) 41.00% Total procurement from related parties among top 5 suppliers as a percentage of the total procurement of the year (%) 0% Information about top 5 suppliers Serial No. Supplier Procurement (RMB Yuan) In total procurement of the year (%) 1 Supplier A 96,458,673.67 13.38% 2 Supplier B 60,759,336.04 8.43% 3 Supplier C 59,625,304.21 8.27% 4 Supplier D 43,829,203.50 6.08% 5 Supplier E 34,829,990.85 4.83% Total -295,502,508.27 41.00% Other information about the main suppliers □ Applicable √ Inapplicable 3. Expense Unit: RMBYuan Item 2016 2015 +/-Explanation of any significant change Administr ative expenses 174,521,284.02 175,644,906.71 -0.64% - Finance costs 17,022,615.47 （未完）  |