深赤湾Ａ(000022)深赤湾Ｂ2004年年度报告摘要（英文版）

Abstract for 2004 Annual Report Stock code: 000022 /200022 Short form: Shen Chiwan A/Shen Chiwan B Announcement Serial No. 2005-006 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED ABSTRACT FOR 2004 ANNUAL REPORT 1. Important Notes: 1.1 The Board of Directors of Shenzhen Chiwan Wharf Holdings Limited (“the Company”) individually and collectively accepts responsibility for the correctness, accuracy and completeness of the contents of this report and confirms that there are no material omissions nor errors which would render any statement misleading. The report is abstracted from the 2004 Annual Report, and thus it is suggested for investors to read the full text of 2004 Annual Report to understand more details. 1.2 All directors attended the ninth session of the Fourth Board of Directors, at which the 2004 Annual Report and the abstract were reviewed. 1.3 PricewaterhouseCoopers Zhong Tian Certified Public Accountants and PricewaterhouseCoopers presented standard audit reports without any reserved opinions. 1.4 Chairman of the Board Ms. Wang Fen, Director Mr. Fan Zhaoping and Chief Financial Officer Mr. Zhang Jianguo hereby confirm that the Financial Statements in the Annual Report is true and complete. 1.5 This report was prepared in Chinese version and English version respectively. In the event of any difference in interpretation between the two versions, Chinese version shall prevail. 2. Company Profile 2.1 Basic information Short Form of the Stock Shen Chiwan A/Shen Chiwan B Stock Code 000022/200022 Stock Exchange Shenzhen Stock Exchange Registered Address Port of Chiwan, Shenzhen, PRC 11-12/F., Chiwan Petroleum Building, Office Address Port of Chiwan, Shenzhen, PRC Post Code 518068 E-mail of the Company cwh@cndi.com 2.2 For contact Company Secretary Authorized Representatives Name Ms. Pei Jiangyuan Ms. Bu Dan and Ms. He Peng Address 11/F., Chiwan Petroleum Building, Port of Chiwan, Shenzhen, PRC Tel (86 755) 26694620 Fax (86 755) 26684117 E-mail cwh@cndi.com -1- Abstract for 2004 Annual Report 3. Financial Highlights 3.1 Major accounting data Y2004 Y2003 +/- (%) Y2002 Sales 1,499,660,007 1,012,014,118 48.19 714,755,787 Gross profit 1,000,461,512 651,082,889 53.66 393,035,908 Net profit 530,006,581 313,987,876 68.80 183,876,579 Net cash flow from operating 1,014,373,328 575,695,920 76.20 290,261,808 activities As at Dec. 31, 2004 As at Dec. 31, 2003 +/- (%) As at Dec. 31, 2002 Total assets 4,248,212,559 3,214,527,760 32.16 2,331,823,016 Shareholder’s equity 1,843,123,509 1,501,391,931 22.76 1,298,098,489 (minority interests excluded) 3.2 Financial Highlights Y2004 Y2003 +/- (%) Y2002 Earnings per share 1.069 0.823 29.89 0.482 Return on Equity 28.76% 20.91% 7.85 14.17% Net cash flow per share from operating activities 2.045 1.509 35.52 0.761 As at Dec. 31, 2004 As at Dec. 31, 2003 +/- (%) As at Dec. 31, 2002 Net assets per share 3.716 3.935 -5.57 3.402 3.3 Difference in net profit calculated under Chinese Accounting Standard (CAS) and International Accounting Standard (IAS) √Applicable ? Non-applicable CAS IAS Net profit RMB535,628,927 RMB530,006,581 1. Part of charges on capital utilization collected from associate companies which exceeds the one-year interest for bank deposits was taken as capital reserve under CAS , while as investment income under IAS. A discrepancy of RMB3,591,000 in net profit Explanation on the difference was thus brought on. 2. Preliminaries of associated companies which have not started formal operations was taken as investment loss under IAS, while was not taken as investment loss under CAS. A discrepancy of RMB9,213,346 in net profit was thus brought on. -2- Abstract for 2004 Annual Report 4. Changes in Share Capital and Particulars about Shareholders 4.1 Changes in Share Capital Changes in amount of shares (+,-) bonus reserves new Before the After the change rights shares to stocks issue others subtotal change 1. Non-circulating shares a. Promoter's shares among which shares held by the State shares held by domestic legal 224,470,000 +67,341,000 +67,341,000 291,811,000 entity shares held by overseas legal entity others b. Shares raised from legal entity c. Shares held by staff 93,500 +28,050 +28,050 121,550 d. Other shares held by senior 6,900 +2,070 +83,260 +85,330 92,230 executives Subtotal 224,570,400 +67,371,120 +83,260 +67,454,380 292,024,780 2. Circulating shares a. A shares 50,499,600 +15,149,880 +15,149,880 65,649,480 b. B shares 106,447,000 +31,934,100 -83,260 +31,850,840 138,297,840 c. Overseas listed shares d. others Subtotal 156,946,600 +47,083,980 -83,260 +47,000,720 203,947,100 3. Total shares 381,517,000 +114,455,100 0 +114,455,100 495,972,100 No. of shares allocated to funds, strategic investors and ordinary legal entities ? Applicable √Non-applicable 4.2 Shares held by top ten shareholders 14,740, among which 8,434 being shareholders of A Total shareholders at the end of reporting period Shares and 6,306 shareholders of B Shares Particulars about shares held by top ten shareholders (as at the end of 2004) Changes Amount of Number Type of during the Shares as Percen- of shares Type of Name shares reporting at the end tage pledged shares (C/NC) period of 2004 or frozen CHINA NANSHAN DEVELOPMENT GROUP (CND) +67,341,000 291,811,000 58.84% NC 0 A shares GUOTAI JUNAN SECURIES HONG KONG LIMITED +4,619,456 13,966,168 2.82% C N/A B shares GT PRC FUND +3,359,966 8,059,853 1.63% C N/A B shares HTHK-VALUE PARTNERS INTELLIGENT FD-CHINA B +1,628,294 4,578,902 0.92% C N/A B shares SHS FD UBS WARBURG CUSTODY PTE LTD. +4,467,564 4,467,564 0.90% C N/A B shares INDUSTRIAL AND COMMERCIAL BANK OF CHINA- SYWG BNP PARIBAS SHENGLI CHOSEN SECURITIES +4,336,398 4,336,398 0.87% C N/A A shares INVESTMENT FUND HARVEST CHINA EQUITIES INVESTMENT COMPANY +4,172,675 4,172,675 0.84% C N/A B shares LIMITED -3- Abstract for 2004 Annual Report BANK OF COMMUNICATIONS-KERUI SECURITIES +2,630,119 2,838,843 0.57% C N/A A shares INVESTMENT FUND HONGYANG SECURITIES INVESTMENT FUND +555,746 2,727,623 0.55% C N/A A shares SHANGHAI-HK WANGUO SECURITIES +614,636 2,668,976 0.54% C N/A B shares * N/A stands for non-available, while NC for non-circulating and C for circulating. Top ten shareholders holding circulating shares are listed as follows. Amount of shares held Type of Name at the end of 2004 shares GUOTAI JUNAN SECURIES HONG KONG LIMITED 13,966,168 B shares GT PRC FUND 8,059,853 B shares HTHK-VALUE PARTNERS INTELLIGENT FD-CHINA B SHS FD 4,578,902 B shares UBS WARBURG CUSTODY PTE LTD. 4,467,564 B shares INDUSTRIAL AND COMMERCIAL BANK OF CHINA-SYWG BNP PARIBAS SHENGLI CHOSEN 4,336,398 A shares SECURITIES INVESTMENT FUND HARVEST CHINA EQUITIES INVESTMENT COMPANY LIMITED 4,172,675 B shares BANK OF COMMUNICATIONS -KERUI SECURITIES FUND 2,838,843 A shares HONGYANG SECURITIES FUND 2,727,623 A shares SHANGHAI-HK WANGUO SECURITIES 2,668,976 B shares THORNBURG INVESTMENT INCOME BUILDER FUND 2,599,963 B shares The Company is not aware of any relationship existing among the above shareholders. No relationship exists between CND and the above ten shareholders. 4.3 Controlling shareholder and actual controller 4.3.1 Changes in controlling shareholder and actual controller ? Applicable √Non-applicable 4.3.2 Controlling shareholder and actual controller Company name: China Nanshan Development (Group) Incorporation (CND) Legal representative: Dr. Fu Yuning Registration Date: September 28, 1982 Business scope: Land development, port services and transportation, as well as related bonded warehousing, industry, commerce, property and tourism. Registered Capital: RMB500,000,000 4.3.3 Relationship between the Company and controlling shareholder CND 58.84% -4- Abstract for 2004 Annual Report the Company 5. Directors, Supervisory Committee Members, and Senior Executives 5.1 Changes in shares held by Directors , supervisory committee members and senior executives Shares Shares Office held on held on Name Position Sex Age Reason of change term 1 Jan. 31 Dec. 2004 2004 Chairman of May,2002- Wang Fen Female 50 34,100 59,130 *1 the Board May,2005 May,2002- Fan Zhaoping Director Male 51 28,600 47,880 The same as above May,2005 May,2002- Yuan Yuhui Director Male 55 0 10,800 *2 May,2005 May,2002- Han Guimao Director Male 55 0 10,760 The same as above May,2005 Director, May,2002- Zheng Shaoping General Male 42 700 19,810 *3 May,2005 Manager Independent May,2002- Zhang Limin Male 50 0 0 - Director May,2005 Independent May,2002- Liu Ruiqi Male 48 0 0 - Director May,2005 Independent May,2003- Ng. Pock Too Male 60 0 0 - Director May,2005 Chairman of May,2002- Huang Chuanqi Supervisory Male 41 0 0 - May,2005 Committee Vice Chairman of May,2002- Yu Liming Male 43 0 0 - Supervisory May,2005 Committee May,2002- Mary-Jean Wong Supervisor Female 49 0 0 - May,2005 Implementation of May,2002- Nie Qi Supervisor Male 43 6,200 8,060 plan on reserves to May,2005 stocks for 2003 Deputy Dec.2004- Zhang Ning General Male 45 0 17,300 *4 May,2005 Manager Deputy Implementation of May,2002- Lu Baodi General Male 59 30,800 40,040 plan on reserves to May,2005 Manager stocks for 2003 Chief May,2002- Zhang Jianguo Financial Male 41 0 0 - May,2005 Officer Company May,2002- Pei Jiangyuan Female 33 0 0 - Secretary May,2005 -5- Abstract for 2004 Annual Report * 1. Since the plan on reserves to stocks for 2003 was carried out in June 2004 as 3 shares for every 10 shares, 34,100 A shares held by Ms. Wang at the beginning of 2004 was increased to 44,330 shares. Ms. Wang bought 14,800 B shares during the reporting period with her bonus awarded by the Board of Directors of CND in view of her excellent performance as senior executive of CND. 2. Mr. Yuan bought 10,800 B shares during the reporting period with his bonus awarded by the Board of Directors of CND in view of his excellent performance as senior executive of CND. 3. Since the plan on reserves to stocks for 2003 was carried out in June 2004 as 3 shares for every 10 shares, 700 A shares held by Mr. Zheng at the beginning of 2004 was increased to 910 shares. Mr. Zheng bought 18,900 B shares during the reporting period with his bonus awarded by the Board of Directors of Chiwan Container Terminal Co., Ltd. (CCT) in view of his excellent performance as senior executive of CCT. 4. Mr. Zhang bought 17,300 B shares during the reporting period with his bonus awarded by the Board of Directors of CCT in view of his excellent performance as senior executive of CCT. 5.2 Directors and supervisors holding positions in shareholding company (SC) √Applicable ? Non-applicable Receiving Name Name of SC Positions in SC Office term payment from SC Wang Fen CND President Oct.2002 till present Yes Fan Zhaoping CND Senior vice president Dec.1998 till present Yes Yuan Yuhui CND Senior vice president Oct.2002 till present Yes Han Guimao CND Senior vice president Oct.2002 till present Yes Vice Chairman of the Huang Chuanqi CND Feb.2002 till present No Board Mary-Jean Wong CND Director April 1995 till present No 5.3 Annual salaries of Directors , supervisory committee members and senior executive Total annual salaries RMB2,380,000 Total annual salaries of the top three senior RMB1,560,000 executives Allowance of Independent Directors RMB60,000/year per person (pre-tax) All costs arising in performing their duties such Other treatments as attending the Board and Annual General Meeting are borne by the Company. Directors: Wang Fen, Fan Zhaoping, Han Name of Directors and Supervisors who don’t Guimao, Yuan Yuhui receive payment or allowance from the Company Supervisors: Huang Chuanqi, Yu Liming, Mary-Jean Wong Annual salaries Number of persons RMB200,000 –RMB300,000 3 -6- Abstract for 2004 Annual Report RMB310,000 –RMB680,000 3 * Except for the three Independent Directors, the other Directors and Supervisors did not get any emolument, social benefits, or any other preferential treatment from the Company in taking their positions as the Company’s Directors and Supervisory Committee Members in 2004. 6. Report of Board of Directors 6.1 Discussion and analysis on the performance of 2004 The company is engaged mainly in the handling, warehousing and transportation of containers as well as bulk and general cargoes at the terminals of Shenzhen Port , and also in other related services. Rapid economic development and surging foreign trade volume in South China drove Shenzhen ports run faster in 2004. Total throughput for Shenzhen Ports in 2004 was 135.25 million tons, 20.3% up over 2003, among which container throughput was 13.655 million TEUs, 28.2% up over 2003. Growth rate of the Company was even higher than the average growth rate of Shenzhen ports. The company achieved a throughput of 34.75 million tons in 2004, 41.7% up compared with 2003 and accounting for 25.7% of the total throughput of Shenzhen during the year. In enjoying the highest growth rate of 53.3% among Shenzhen Ports, the Company’s container throughput rose to 3.428 million TEUs in 2004. Market share was increased from 20.9% to 25.1%. Throughput of bulk and general cargo of the Company in 2004 decreased by 4.8% to 7.79 million tons, which shared one-fourth market in business of bulk and general cargo handling in Shenzhen. Business performance of the Company for the past three years is set out as follows. Business Data Y2004 Y2003 Y2002 Total throughput (million ton) 34.75 24.52 19.94 Throughput of bulk and general cargo (million ton) 7.79 8.18 7.27 Container throughput (million TEU) 3.428 2.236 1.544 Trucking volume (million teu•km) 4.31 4.69 4.23 Hours charged for tow trucks (’000 hours) 914 718 532 Hours charged for tugboat 22,616 16,999 13,847 6.2 Core businesses Sales to Cost to Margin Sales Cost Margin 2003 2003 to 2003 Port handling RMB1,400,859,642 RMB457,487,331 67.34% 52.08% 37.55% 3.45% Among which: related- party RMB15,033,484 RMB10,023,300 33.33% 26.79% 22.33% 2.43% transactions (RPR) Pricing principle for Transactions with related parties were carried out on fair terms and conditions the RPR mutually agreed by the parties. -7- Abstract for 2004 Annual Report Necessity and continuity for the Natural business of the Company which will continue to take place in the future RPR 6.3 Core businesses in different areas Area Sales To 2003 Shenzhen RMB1,499,660,007 48.19% 6.4 Customers Sales of the top five customers RMB905,384,295 To gross sales 60.37% 6.5 Operation of joint-venture companies ? Applicable √Non-applicable 6.6 Reasons of changes in core business and business structure ? Applicable √Non-applicable 6.7 Reasons of significant changes in profit margin of core business ? Applicable √Non-applicable 6.8 Reason of significant changes in operating results and profits √Applicable ? Non-applicable Item Y2004 (RMB) Y2003 (RMB) +/- (%) Reason Revenue 1,499,660,007 1,012,014,118 48.19 Growth of business Operating costs 499,198,495 360,931,229 38.31 Growth of business Gross profit 1,000,461,512 651,082,889 53.66 Growth of revenue and control on cost Increase of net profit realized by subject Minority interests 296,581,064 180,103,292 64.67 companies Increase of gross profit while sound control Net profit 530,006,581 313,987,876 68.80 on expenses Reason of significant changes of the whole financial status compared with 2003 √Applicable ? Non-applicable Item Y2004 Y2003 +/- (%) Reason Construction-in-progress 364,171,495 267,046,303 36.37 Increase of fixed assets Land use rights 1,283,306,251 864,947,364 48.37 Construction of Berth 13 Increase of loan to a third party and Investments in associates 339,859,099 288,221,180 17.92 shareholder’s loans provided to associated companies Trade receivables 224,481,675 178,197,639 25.97 Increase of sales Capital reserves was transferred to share Share capital 495,972,100 381,517,000 30.00 capital at the ratio of 3:10 -8- Abstract for 2004 Annual Report Reserves 1,031,153,028 930,399,128 10.83 Draw of reserve Retained earnings 315,998,381 189,475,803 66.78 Considerable increase of net profit Shareholders’equity 1,843,123,509 1,501,391,931 22.76 Increase of net profit Increase of net profit realized by subject Minority interests 773,263,937 566,273,362 36.55 companies Increase of long-term bank loan used on the Non-current liabilities 503,788,728 382,130,000 31.84 investment in fixed assets, and a deferred revenues for 20 years Investment in fixed assets and a 39.17 year Bills payable 396,299,643 137,588,280 188.03 long-term lease of a plot of land (171,089.478m2) from CND Increase of receivable, long-term Total assets 4,248,212,559 3,214,527,760 32.16 investments and fixed assets Increase/Decrease in cash and cash 47,621,349 -13,969,040 440.91 Increase of balance of bank deposits equivalents 6.9 Influence of significant changes in business environment and policy ? Applicable √ Non-applicable 6.10 Completion of profit forecast ? Applicable √Non-applicable 6.11 Completion of business plan ? Applicable √Non-applicable 6.12 Utilization of raised proceeds ? Applicable √Non-applicable Particulars about projects changed ? Applicable √Non-applicable 6.13 Utilization of other funds √Applicable ? Non-applicable Item Amount Progress Earning Investment in fixed assets RMB827.34million smooth N/A Investment in Mawan Port RMB60.00million smooth N/A Total RMB887.34million - - 6.14 Explanation on “Non-standardized Opinion”of Certified Public Accountants by the Board ? Applicable √Non-applicable 6.15 Business plan for 2005 -9- Abstract for 2004 Annual Report √Applicable ? Non-applicable 1. In following the trend that container terminal business keeps on growing steadily, the Company will further optimize resources on the aspects of quay, stacking yards and roads at Chiwan Port. Lack of container stacking yard will be settled in renovating part of stacking yard for bulk and general cargo into container yards so as to upgrade the comprehensive turnover capacity for container berths thus in turn to keep up with the average growth rate of Shenzhen Ports. 2. The Company will keep on focusing on the handling of imported fertilizer and grains and manage to maintain the business stable. 3. Port tow-truck business will be developed with more emphasis. More tow-trucks will be equipped as required so as to safeguard the service level. The new 4000hp tugboat will be put into use in 2005 to further upgrade the tugboat service and support the growth of terminal business. 4. The Company will take part in the operation and management of Berth 5 and Berth 6 at Mawan Port, so that Chiwan Port and the two berths at Mawan Port will be regarded as a whole for coordination and development. Profit forecast for 2005 ? Applicable √Non-applicable 6.16 Profit distribution plan for the year of 2004 Audited by PricewaterhouseCoopers Zhong Tian Public Accountants in accordance with Chinese Accounting Standard, the Company achieved a net profit of RMB535,628,927 (“domestic audited profit”) in 2004. Retained profit at year beginning amounted to RMB201,858,622, among which RMB189,232,432 was distributed as dividends for 2003 in 2004. Profit distributable to shareholders for 2004 amounts to RMB548,255,117. Audited by PricewaterhouseCoopers in accordance with International Accounting Standard, the Company achieved a net profit of RMB530,006,581 (“overseas audited profit”) in 2004. Retained profit at year beginning amounted to RMB189,475,803, among which RMB189,232,432 was distributed as dividends for 2003 in 2004. Profit distributable to shareholders for 2004 amounts to RMB530,249,952. The Board of Directors approved the following profit distribution plan for 2004, which is to be submitted for approval to the 2004 Annual General Meeting. 1. RMB53,562,893, i.e. 10% of the domestic audited profit for 2004 is to be drawn for Statutory Surplus Reserve; 2. 5% of the domestic audited profit for 2004 totaling RMB26,781,446 is to be drawn for Statutory Welfare Fund; 3. 25% of the domestic audited profit for 2004 totaling RMB133,907,232 is to be drawn for Discretionary Surplus Reserve; 4. After the above drawing of Statutory Surplus Reserve, Statutory Welfare Fund and Discretionary Surplus Reserve from domestic and overseas audited profit respectively, profit distributable to shareholders amounts respectively to RMB334,003,546 and RMB315,998,381. The principle of taking the lower amount as the base for distribution is taken. A cash dividend of RMB0.637 per share (pre-tax) totaling RMB315,934,227.70 will be paid for the total 495,972,100 shares as at the end of 2004, with the balance of domestic audited profit being RMB18,069,318.30 and the balance of overseas audited profit RMB64,153.30. - 10 - Abstract for 2004 Annual Report 5. Capital reserve is to be converted into share capital at the rate of 3 shares for every 10 shares for the total 495,972,100 shares of the Company. After the conversion, total share capital of the Company is increased from 495,972,100 shares to 644,763,730 shares. The Board of Directors applied to 2004 Annual General Meeting for an authorization on the amendment of relevant articles in Articles of Association after the above profit distribution plan is carried out. No cash dividend plan proposed though a net profit was achieved during the reporting period ? Applicable √Non-applicable 7. Significant Events 7.1 Acquisition of assets √Applicable ? Non-applicable Unit: RMB Contribution to Liabilities and Transaction net profit from Related-parties transaction Official creditor’s Date of parties and the Price the date of or not (if yes, explain procedures rights Purchase assets purchased purchase to the principle of pricing) done or not transferred or year-end not Yes. CND; This price was settled 15% equity 21 Sep. through negotiation on the 13.51 million 0 Yes Yes interests in 2004 basis of evaluation results PENAVICO presented by Independent Registered Evaluator PENAVICO stands for China Ocean Shipping Agency Shenzhen 7.2 Sale of assets √Applicable ? Non-applicable Unit: RMB Contribution Liabilities and Transaction Date to net profit Profit or Related transaction or Official creditor’s Sale parties and the of from 1 Jan loss from not (if yes, explain procedures rights price assets sold sale 2004 to the sale principle of pricing) done or not transferred or date of sale not Yes. SED 10 Terms and conditions 51% equity 5 May 786,295 941,701 of this transaction are Yes Yes interests in Joint million 2004 mutually agreed by Favour the parties. SED stands for Shenzhen Enterprise Development Co., Ltd., while Joint Favour for Shenzhen Joint Favour International Marine Shipping Agency Co., Ltd. Impact to the Company’s business continuity and the management stability caused by the above purchase or sales - 11 - Abstract for 2004 Annual Report The above issue didn’t bring any negative impact to the Company’s business continuity and the management stability. 7.3 Significant guarantee √Applicable ? Non-applicable Guarantee provided (excluding those provided for subsidiaries) Date (date of Guarantee Guaranteed Amount of Type of Term of Completion agreement for related party guarantee guarantee guarantee or not signature) party or not Shekou Sub- branch of China RMB188.68 Counter- Two 9 June 2003 No No Agriculture million guarantee years Bank Total amount of guarantee provided in 2004 0 Total balance of guarantee as at 31 Dec. 2004 RMB188,680,000 Guarantee provided for subsidiaries Total amount of guarantee provided in 2004 0 Total balance of guarantee as at 31 Dec. 2004 0 Total amount of guarantee provided (including that for subsidiaries) Total amount RMB188,680,000 Guarantee to net assets 10.24% Guarantee provided against relevant rules Guarantee provided for controlling shareholder and other associates, 0 in which the Company holds less than 50% equity interests Guarantee provided directly or indirectly for any liabilities of a 0 company whose liability ratio exceeds 70% Total amount of guarantee exceeding 50% of net assets or not No Total amount of guarantee provided against relevant rules 0 7.4 Significant related-parties transactions 7.4.1 Related-parties transactions regarding purchase and sale √Applicable ? Non-applicable Sale to related parties Purchase from related parties Related parties Accounting for Accounting for Amount Amount transactions of transactions of (RMB) (RMB) the same kind the same kind Shenzhen Nantian Oilmill Co., Ltd. 15,033,484 1.07% 0 0 Total 15,033,484 1.07% 0 0 7.4.2 Related credits and liabilities transaction - 12 - Abstract for 2004 Annual Report √Applicable ? Non-applicable Unit: RMB’000 To related parties From related parties Related parties Amount Balance Amount Balance CND 0 0 30,838.5 152,612.0 Shenzhen Mawan Habor Co., Ltd.* 7,023.9 57,023.9 0 0 Shenzhen Mawan Wharf Co., Ltd.* 0 50,000 0 0 Shenzhen Magang Cangma Co., Ltd.* 60,000 60,000 0 0 Media Port Investment Limited* 0 180,003.9 0 0 Shenzhen Nanyou (Group) Co., Ltd.* 40,000 40,000 0 0 Total 107,023.9 387,027.8 30,838.5 152,612.0 During the reporting period, the Company did not provide any capital to its controlling shareholder CND nor to any subsidiary of CND, with the balance being 0. * Provisions of capitals to the companies are regarded as related-parties transactions according to Listing Rules (2004 edition) issued by Shenzhen Stock Exchange. 7.5 Entrusted financing ? Applicable √Non-applicable 7.6 Commitment ? Applicable √Non-applicable 7.7 Significant arbitration and lawsuits ? Applicable √Non-applicable 7.8 Performance of Independent Directors Presence at the Board meetings Meetings to Meetings attended Meetings attended Meetings Name Note be attended in person by proxy absented Zhang Limin 8 8 0 0 - Liu Ruiqi 8 8 0 0 - Ng Pock Too 8 7 1 0 - Objections voiced from Independent Directors regarding relevant issues of the Company ? Applicable √Non-applicable 8. REPORT BY THE SUPERVISORY COMMITTEE √Applicable ? Non-applicable - 13 - Abstract for 2004 Annual Report 1. Within the reporting year, in accordance with the “Company Law” of PRC and the Company’s Articles of Association, the Supervisory Committee conducted examination and supervision, carried out its rights and obligations as well as delegated its representatives to attend the Board Meeting and gave its opinions upon the Company’s decision-making regarding some significant issues. The Supervisory Committee held two meetings in 2004. The fifth session of the Fourth Supervisory Committee was held on 29 March 2004 to • review and approve the Annual Report of the Company for 2003 and the Abstract; and • review and approve the Working Report of the Supervisory Committee for the year of 2003. The sixth session of the Fourth Supervisory Committee was held on 18 August 2004 to review and approve the Company’s Interim Report for 2004 and the abstract. 2. The Committee expressed its independent opinions on the following issues: 1) By supervising the Company’s production and operation, as well as the decision-making and management, the Committee confirmed that during the reporting period the Company did not, in the above activities, demonstrate any behavior which might have violated the laws and regulations of the country, and that the Company had set up perfect intra-control system. By supervising the behaviors of the Company’s Directors and senior management personnel as they were exercising their authorities, the Committee confirmed that, during the reporting period, the Company’s Directors and senior management personnel had not, in their daily business and management activities, demonstrated any behavior which might have violated the laws, regulations, the Company’s Articles of Association, or the resolutions passed at the Shareholders’Meetings. They had neither abused their authorities, nor infringed upon the interests of the shareholders, the Company or its employees. 2) With no reserved opinions contained therein, the Auditor's Statements for 2004 presented by the Company’s domestic and overseas accounting firms truly reflected the Company's financial status and business performance. 3) No funds were raised during the reporting year. The last proceeds (by issuing 40,000,000 B Shares in December 1995) had been used up by the end of 1996. Actual usage and amount of the proceeds were in conformity with the original plan. 4) The transaction prices for purchases or sales of assets were fair and reasonable . Neither inside dealings, nor damage to the interests of certain shareholders, nor loss of the Company’s assets had been found. 5) Related party transactions taking place during the reporting period were conducted fairly in conformity with market prices, and have not impaired the interests of the Company. 9. Financial Statements 9.1 Opinions of Auditors: standard without any reserved opinions 9.2 Financial statements - 14 - Abstract for 2004 Annual Report - 15 - Abstract for 2004 Annual Report 9.2.1 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2004 2004 2003 RMB RMB Revenue 1,499,660,007 1,012,014,118 Operating costs (499,198,495) (360,931,229) Gross profit 1,000,461,512 651,082,889 Other revenue 15,448,229 8,782,947 Administrative expenses (106,176,380) (92,030,520) Other operating income/(expenses) 3,657,983 (15,590,123) Gain on disposal of subsidiaries 941,701 5,360,499 Profit from operations 914,333,045 557,605,692 Finance costs - net (30,282,632) (25,653,843) Share of results of associates before tax (8,089,526) 1,334,492 Profit before tax 875,960,887 533,286,341 Income tax expenses (49,373,242) (39,195,173) Profit after tax 826,587,645 494,091,168 Minority interests (296,581,064) (180,103,292) Net profit 530,006,581 313,987,876 (Adjusted) Earnings per share 1.069 0.633 - 16 - Abstract for 2004 Annual Report 9.2.2 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET AS AT 31ST DECEMBER 2004 2004 2003 RMB RMB ASSETS Non-current assets Property, plant and equipment 1,807,175,674 1,496,440,747 Construction-in-progress 364,171,495 267,046,303 Land use rights 1,283,306,251 864,947,364 Investment property 10,228,570 10,481,188 Intangible assets 11,181,359 13,790,514 Investments in associates 339,859,099 288,221,180 Loan to a third party 40,000,000 - Available-for-sale investments 14,657,500 4,647,500 3,870,579,948 2,945,574,796 Current assets Inventories 22,792,039 19,954,765 Amount due from related companies 7,023,850 11,033,436 Other receivables and prepayments 31,053,974 17,048,870 Trade receivables 224,481,675 178,197,639 Cash and cash equivalents 92,281,073 42,718,254 377,632,611 268,952,964 Total assets 4,248,212,559 3,214,527,760 SHAREHOLDERS’EQUITY Share capital 495,972,100 381,517,000 Reserves 1,031,153,028 930,399,128 Retained earnings 315,998,381 189,475,803 1,843,123,509 1,501,391,931 Total shareholders’equity Minority interests 773,263,937 566,273,362 LIABILITIES Non-current liabilities Borrowings 451,385,380 382,130,000 Deferred revenue 52,403,348 - 503,788,728 382,130,000 Current liabilities Trade payables 41,812,570 149,183,222 Bills payable 396,299,643 137,588,280 Other payables and accrued expenses 77,427,893 41,021,809 Amount due to holding company 2,611,963 3,249,588 Taxes payable 22,631,835 14,349,568 Deferred revenue - current portion 2,897,881 - Short-term borrowings 584,354,600 419,340,000 1,128,036,385 764,732,467 1,631,825,113 1,146,862,467 Total liabilities Total equity and liabilities 4,248,212,559 3,214,527,760 - 17 - Abstract for 2004 Annual Report 9.2.3 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’EQUITY FOR THE YEAR ENDED 31ST DECEMBER 2004 Retained Share capital Reserves earnings Total RMB RMB RMB RMB Balance at 1st January 2003 381,517,000 805,568,035 111,013,454 1,298,098,489 Dividend paid for 2002 - - (109,876,896) (109,876,896) Profit for the year - - 313,987,876 313,987,876 Transfer from retained profits to reserves - 125,595,151 (125,595,151) - Translation differences - (957,429) - (957,429) Others - 193,371 (53,480) 139,891 Balance at 31st December 2003 381,517,000 930,399,128 189,475,803 1,501,391,931 Balance at 1st January 2004 381,517,000 930,399,128 189,475,803 1,501,391,931 Capitalisation of capital reserve 114,455,100 (114,455,100) - - Dividend paid for 2003 - - (189,232,432) (189,232,432) Profit for the year - - 530,006,581 530,006,581 Transfer from retained profits to reserves - 214,251,571 (214,251,571) - Translation differences - 957,429 - 957,429 Balance at 31st December 2004 495,972,100 1,031,153,028 315,998,381 1,843,123,509 - 18 - Abstract for 2004 Annual Report 9.2.4 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2004 2004 2003 RMB RMB Cash flows from operating activities Cash generated from operations 1,089,222,725 634,152,395 Interest received 909,652 483,925 Interest paid (29,189,024) (26,947,202) Income tax paid (46,570,025) (31,993,198) Net cash from operating activities 1,014,373,328 575,695,920 Cash flows from investing activities Purchase of property, plant and equipment (183,676,059) (403,658,497) Payments for construction-in-progress (649,057,734) (211,494,277) Investment in associates (60,000,000) (200,853,379) Purchase of available -for-sale investment (13,510,000) - Loan to a third party (40,000,000) - Proceeds from disposal of subsidiaries 10,949,957 3,045,276 Interest received from loans 2,449,416 5,922,125 Proceeds from disposal of property, plant and equipment 6,769,893 1,735,631 Dividend received 145,000 785,057 Net cash used in investing activities (925,929,527) (804,518,064) Cash flows from financing activities Proceeds from short-term borrowings 657,286,600 1,226,060,000 Proceeds from long-term borrowings 412,843,380 432,323,090 Repayments of short-term borrowings (657,632,000) (1,241,660,000) Repayments of long-term borrowings (178,228,000) (91,993,090) Dividends paid to minority shareholders of a subsidiary (85,860,000) - Dividends paid (189,232,432) (109,876,896) Net cash generated from/used in financing activities (40,822,452) 214,853,104 Increase/ (decrease) in cash and cash equivalents 47,621,349 (13,969,040) Movement in cash and cash equivalents: Cash and cash equivalents at 1st January 42,718,254 55,729,865 Increase/(decrease) in cash and cash equivalents 47,621,349 (13,969,040) Effect of exchange rate changes 1,941,470 957,429 Cash and cash equivalents at 31st December 92,281,073 42,718,254 - 19 - Abstract for 2004 Annual Report 9.3 Specific explanations on the changes in accounting policies and estimation compared with last reporting period ? Applicable √Non-applicable 9.4 Significant accounting errors, reason and impact ? Applicable √Non-applicable 9.5 Specific explanations on the changes in consolidation scope compared with last reporting period √ Applicable ? Non-applicable The Company sold 51% equity interests in Shenzhen Joint Favour International Marine Shipping Agency Co., Ltd. (Joint Favour), thus the Company did not consolidate financial results of Joint Favour after 1 May 2004. For and on behalf of the Board Wang Fen Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 31 March 2005 - 20 -