CHINA MERCHANTS PORT GROUP CO., LTD.THE REPORT FOR THE FIRST QUARTER OF 2019
Date of Disclosure: 30 April 2019
Part I Important Notes
The B oard of Di rectors (or the “Board”), the S upervi sory Committ ee as well as the directors,supervisors and senior management of China Merchants Port Group Co., Ltd. (hereinafterreferred to as the “Co mpany”) he reby guara ntee the f actual ity, accuracy and co mpletenes s ofthe contents of this Report and its summary, and shall be jointly and severally liable for anymisrepresentations, misleading statements or material omissions therein.All the Company’s directors have attended the Board meeting for the review of this Reportand its summary.Bai Jingtao, the Company’s legal representative, Wen Ling, the Company’s Chief FinancialOfficer, and Sun Ligan, the person-in-charge of the accounting organ hereby guarantee thatthe Financial Statements carried in this Report are factual, accurate and complete.This Report and its summary have been prepared in both Chinese and English. Should therebe any discrepancies or misunderstandings between the two versions, the C hinese versionsshall prevail.
Definitions
Term DefinitionThe “Company”, “CMPort” or “we” China Merchants Port Group Co., Ltd.Sinotrans Guangdong Sinotrans Guangdong Co., Ltd.Zhanjiang Port Zhanjiang Port (Group) Co., Ltd.Zhanjiang Infrastructure Investment Zhanjiang Infrastructure Construction Investment Group Co., Ltd.CMG China Merchants Group Co., LimitedCWH (H.K.) Chiwan Wharf Holdings (Hong Kong) LimitedCMID China Merchants Investment Development Company LimitedSZPL Shenzhen Urban Planning and Land Resources CommitteeSZQH
The Authority of Qianhai Shenzhen-
Industry Cooperation Zone of ShenzhenQianhai Investment Holdings Shenzhen Qianhai Development Investment Holdings Co., Ltd.CM Qianhai Industrial Shenzhen China Merchants Qianhai Industrial Development Co., Ltd.CM Chidi Shenzhen China Merchants Qianhai Chidi Industrial Co., Ltd.CMPort Holdings China Merchants Port Holdings Company Limited (00144.HK)Ansujie
Ansujie Terminal Services (Shenzhen) Co., Ltd., a wholly-
Hongkong Modern Serviceowned
subsidiary of CMPort HoldingsAntongjie
Antongjie Terminal Services (Shenzhen) Co., Ltd., a wholly-
| owned |
| owned |
subsidiary of CMPort HoldingsQianhai Hongyu Shenzhen Qianhai Hongyu Industrial Investment Co., Ltd.Shekou Asset Management Shenzhen China Merchants Shekou Asset Management Co., Ltd.CMI China Merchants Investment LimitedLac Assal Lac Assal Investment Holding Company LimitedCheer Signal Cheer Signal Investment LimitedKhor Amba do Fzco Khor Ambado Free Trade Zone Co., Ltd.CMHD China Merchants Holdings (Djibouti) FzeThe cninfo website www.cninfo.com.cnRMBRMB’0,000RMB’00,000,000
Expressed in the Chinese currency of Renminbi
Expressed in tens of thousands of Renminbi
Expressed in hundreds of millions of Renminbi
(unless otherwise specified)
Part II Key Corporate Information
I Key Accounting Data and Financial Information
Indicate by tick mark whether there is any retrospectively restated datum in the table below.√ Yes □ NoReasons for the retrospective ad justments or restatemen ts: 1. Changes to accou nting policies. For det ails, please refer to “XII YoYChanges to Accounting Policies, Estimates and Methods” under “Part III Significant Events” in this report; 2. A businesscombination under common control. The Company completed the issuance of shares to the trading counterpart CMID on 25December 2018 and took control of CMPort Holdings in form and in nature. In accordance with the Accounting Standards forBusiness Enterprises No. 33-Consolidated Financial Statements, the Company starts to include CMPort Holdings into theconso lidated financial statements since Dece mber 20 18. Th erefore, th e Company adj usted the comparat ive finan cial d ata in t he tablebelow as required by the rules governing business combinations under common control.
Q1 2019
Q1 2018 Change (%)Original Restated RestatedOperating revenue (RMB) 2,702,894,522.99 615,757,667.14 2,172,750,441.44 24.40%Net profit attributable to the listedcompany’s shareholders (RMB)
814,944,249.12 146,662,116.72 381,903,088.64 113.39%Net profit attributable to the listedcompany’s shareholders beforeexceptional items (RMB)
262,409,245.18 147,400,980.09 129,600,674.09 102.48%Net cash gen er ated from/used inoperating activities (RMB)
1,148,963,121.64 105,464,496.51 488,161,711.35 135.37%Basic earnings per share (RMB/share) 0.454 0.227 0.213 113.15%Diluted earnings per share (RMB/share) 0.454 0.227 0.213 113.15%Weighted average return on equi ty (%) 2.62% 2.91% 1.33% 1.29%31 March 2019
31 December 2018 Change (%)Original Restated RestatedTotal assets (RMB) 145,187,177,118.55
8,147,257,790.54 128,018,084,415.6813.41%Equity attributable to the listedcompany’s shareholders (RMB)
31,440,401,822.204,313,532,059.53 30,760,475,412.932.21%
Exceptional gains and losses:
√ Applicable □ Not applicable
Unit: RMBItem Q1 2019 NoteGain or loss on disposal of non-current assets (inclusive ofimpairment allowance write-offs)
779,531.18
Government subsidies charged to current profit or loss (exclusiveof government subsidies given in the Company’s ordinary course
of business
| at fixed quotas or amounts as per the government’s |
uniform standards)
21,086,769.01
Capital occupation charges on non-financial enterprises that arerecorded into current profit or loss
12,811,302.12Gains due to that the investment costs for the Company to obtainsubsidiaries, associates and joint ventures are lower than theenjoyable f air value of the id entifiable net assets of the investeeswhen making the investments
723,737,741.50
The Company took control ofZhanjiang Port in the current period,and return on investment wasrecognized and measured on thelong-term equity investment inZhanjiang Port formerly at fair valueGain or loss on fair-value changes in trading financial assets andliabilities, as well as derivative financial assets and liabilities &income from disposal of trading financial assets and liabilities,derivative financia l a ssets a nd liabilities, as w e ll as inve stm ents inother debt obligations
that arise in the Company’s ordinary course of business)
803,969,789.43
Gain or loss on fair-value changes infinancial assets and liabilities at fairvalue through profit or lossNon-operating income and expense other than the above 2,586,527.25Less: Income tax effe cts 169,501,960.70
Minority interests effects (after tax) 842,934,695.85Total 552,535,003.94 --Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the ExplanatoryAnnouncement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/LossItems:
□ Applicable √ Not applicable
II Total Number of Shareholders and Holdings of Top 10 Shareholders at 31 March 2019
1. N umbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well asHoldings of Top 10 Shareholders
Unit: share
(exclusive of effective portion of hedgesNumber of ordinary shareholders
at the period-end
34,074 (including 23,247 A-
| Number of ordinary shareholders | shareholders and |
10,827 B-shareholders)
Number of preferredshareholders with resumedvoting rights at the period-end(if any)
Top 10 shareholdersName of shareholder
Nature ofshareholder
Shareholding
percentage
Total shares held
Restrictedshares h eld
Shares inpledge or
frozenChina Merchants Investment DevelopmentCompany Limited
Forei gn legalperson
64.05%
| Total shares held | |
1,148,648,648
| 1,148,648,648 |
China Merchants Gangtong Development(Shenzhen) Co., Ltd.
Domesticlegal person
20.68%
370,878,000
Broadford Global Limited
Forei gn legalperson
3.08%
55,314,208
CMBLSA RE FTIF TEMPLETON ASIAN GRWFD GTI 5496
Forei gn legalperson
2.16%
38,708,339
UnknownNational Social Security Fund 101 Portfolio
Fund, wealthmanagementinstrument,etc.
0.18%
3,304,101
UnknownNORGES BANK
Forei gn legalperson
0.16%
2,802,863
Unknown
China Merchants Securities (HK) Co., Ltd.
State-ownedlegal person
0.14%
2,590,937
UnknownMai Shuqing
Domesticnatura l pe rs on
0.13%
2,350,247
UnknownVanguard Emerging Markets Stock Index Fund
Forei gn legalperson
0.10%
1,763,746
UnknownCanada Post Corporation Registered Pension Plan
Forei gn legalperson
0.07%
1,292,406
UnknownTop 10 unrestricted shareholdersName of shareholder Unrestricted shares held
Shares by typeType Shares
(Shenzhen) Co., Ltd.
370,878,000
| China Merchants Gangtong Development |
RMB-denominatedordinary stock
Broadford Global Limited 55,314,208
| 370,878,000 | ||
Domestically listedforeign stock
CMBLSA RE FTIF TEMPLETON ASIAN GRWFD GTI 5496
38,708,339
| 55,314,208 | ||
Domestically listedforeign stock
National Social Security Fund 101 Portfolio 3,304,101
| 38,708,339 | ||
RMB-denominatedordinary stock
Norges Bank 2,802,863
| 3,304,101 | ||
Domestically listedforeign stock
China Merchants Securities (HK) Co., Ltd. 2,590,937
| 2,802,863 | ||
Domestically listedforeign stock
Mai Shuqing 2,350,247
| 2,590,937 | ||
RMB-denominatedordinary stock
Vanguard Emerging Markets Stock Index Fund 1,763,746
| 2,350,247 | ||
Domestically listedforeign stock
Canada Post Corporation Registered Pension Plan 1,292,406
| 1,763,746 | ||
Domestically listedforeign stock
Chen Zehong 1,240,000
| 1,292,406 | ||
RMB-denominatedordinary stock
Related or acting-in-
| 1,240,000 | ||
| concert parties among the |
shareh olders above
wholly-owned subsidiary of
| Broadford Global Limited, and Broadford Global |
Limited is the controlling shareholder of China Merc
Development Company Limited.
| The Company does not know whether the |
oth er unrestricted shareholders are related parties or not.
margin trading (if any)
N/A
Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of theCompany conducted any promissory repo during the Reporting Period.□ Yea √ No
2. Number of Preferred Shareholders and Shareholdings of Top 10 of Them
□ Applicable √ Not applicable
Part III Significant Events
I Changes in Major Accounting Data and Financial Indicators for the Reporting Period
，AsWell As Reasons for Such Changes
√ Applicable □ Not applicableUnit: RMB
Item 31 March 2019 1 January 2019 Change (%) Explanation of Change
otes recei vable
| N | 182,523,102.29 |
| 11,608,669.43 | 1472.30% | T |
he inclusion of Zhanjiang Port as a new
| entity into the consolidated financial statements of the current period | ||
| A |
ccounts receivable
| 1,640,858,015.96 | 1,109,230,503.08 | 47.93% | T |
he inclusion of Zhanjiang Port as a new
| entity into the consolidated financial statements of the current period | ||
| P |
repayments
| 201,216,459.84 | 81,845,182.30 | 145.85% | I |
ncrease in the prepayments by subsidiaries
| for machinery equipment, and the effect of the accounting rules governing leases | ||
| I |
nventories
| 161,659,512.30 | 108,567,270.02 | 48.90% | T |
he inclusion of Zhanjiang Port as a new
| entity into the consolidated financial statements of the current period | ||
| O |
ther non-current
| financial assets | 2,939,477,551.93 |
| 2,087,872,081.94 | 40.79% | C |
hanges in the fair value of investments in
| Qing da o Por t an d Ningbo Zhoushan Port | ||
| R |
ight-of-use assets
| 6,505,658,114.64 | 6,549,564,031.55 |
-
| 0.67% | R |
ight-of-use ass ets recognized as per the new
| accounting standards governing leases | ||
| F |
ixed assets
| 26,540,880,013.69 | 17,477,797,429.30 | 51.85% | T |
he inclusion of Zhanjiang Port as a new
normal
| depreciation allowances, exchange rate fluctuations and the effect of the new accounting standards governing leases |
eferred i ncome tax
| assets |
| 120,520,020.83 | 66,708,157.19 | 80.67% | T |
he inclusion of Zhanjiang Port as a new
idated financial
| statements of the current period |
ther non-current assets
| 2,119,736,766.29 | 395,191,485.98 | 436.38% | T |
he inclusion of Zhanjiang Port as a new
| entity into the consolidated financial statements of the current period | ||
| S |
hort-term borrowings
| 7,669,361,618.42 | 3,425,291,312.62 | 123.90% | T |
he inclusion of Zhanjiang Port as a new
-term bank loans for investment
| purposes |
ong-term payables
| L | 2,027,482,133.04 |
| 1,252,860,200.23 | 61.83% | T |
he inclusion of Zhanjiang Port as a new
| entity into the consolidated financial statements of the current period | ||
| L |
ease liabilities
| 989,868,412.75 | 1,020,239,824.73 |
-
| 2.98% | L |
ease liabilities recognized according to the
Item Q1 2019 Q1 2018 Change (%) Explanation of Change
new accounting standards governing leasesFinancial expense
| Financial expense | 431,930,403.64 | 275,761,221.02 | 56.63% | I |
ncrease in interest expense due to an increase
-bearing
| liabilities |
| investment income | 1,491,659,164.10 |
684,366,403.
| 71 | 117.96% | T |
he Company took control of Zhanjiang Port
-
| term equity investment in Zhanjiang Port formerl y at fair value |
ain on changes in fair
| value |
| 803,456,059.74 | 137,919,530.28 | 482.55% | I |
ncrease in the net gain on changes in the fair
| value of trading financial assets | ||
| I |
ncome tax expense
196,407,949.2
| 428,680,888.19 | 6 | 118.26% | I |
ncrease in deferred income tax liabilities due
Item Q1 2019 Q1 2018 Change (%) Explanation of Change
to an in cr eas e in the gain on changes in thefair value of equity interests heldCash received fr om saleof commodities andrender ing of services
| Cash received fr om sale of commodities and render ing of services | 2,647,510,819.37 | 1,819,094,588.96 | 45.54% | T |
he inclusion of Zhanjiang Port as a new
| entity into the consolidated financial statements of the current period, and the inclusion of TCP as a new entity in the consolidation financial statements in February 2018 | ||
| Cash received |
| from other operating activities | 437,792,411.01 | 163,911,046.96 |
167.09%
| A |
| government subsidy for the western channel in the current year | ||
| Taxes paid |
| 225,198,426.64 | 126,141,464.22 | 78.53% | T |
he inclusion of Zhanjiang Port as a new
financial
| statements of the current period, and the inclusion of TCP as a new entity in the consolidation financial statements in February 2018 |
| Net proceeds from the disposa l of s ubs i d i a ri e s and other business units | - | 1,411,633,655.68 |
-
| 100.00% | T |
he secur ity deposit received last year for the
| transfer of equity interests in China Merchants Gangtong Development (Shenzhen) Co., Ltd. | ||
| Cash received fr om other investing activities |
| 1,315,937,327.03 | - |
-
| T |
he bal ance of monetary capital of Zhanjiang
| Port, which is included as a new entity into the consolidated financial statements of the current period | ||
| Cash paid for the acquis i ti o n of fixed assets, intangible assets and other long |
-term
650,139,928.7
| assets | 2 | 481,958,576.95 | 34.90% | T |
he inclusion of Zhanjiang Port as a new
| entity into the consolidated financial statements of the current period, and the inclusion of TCP as a new entity in the consolidation financial statements in February 2018 | ||
| Cash paid for in |
vesting
| activities | 415,845,100.00 | 63,458,839.54 | 555.30% | T |
he acquisition of a 3.4223% interest in
| Zhanjiang Port in the current period | ||
| Net payments for the acquisition of subsidi a ri e s an d ot he r busines s uni ts |
| - | 4,844,558,474.75 |
-
| 100.00% | T |
he acquisition of TCP last year
| Cash paid for other investing activities | 255,659,104.33 | 25,463,391.23 | 904.03% | The purchase of structured deposits not repaid on demand in the current period |
| Cash received fr om capital contributions | 460,518,459.96 | 15,950,000.00 | 2787.26% | Equity funds received by Zhanjiang Port from its non |
-
| controlling shareholders in the current period | ||
| Increase in cash borrowings obtained |
| 5,720,896,211.18 | 9,562,436,640.00 |
-
| 40.17% | D |
ecrease in borrowings obtained in the
| current period | ||
| Cash paid for interest expenses and distribution od dividends or profit |
| 575,131,285.06 | 231,250,932.71 | 148.70% | I |
ncrease in interest expense due to an increase
-bearing
| liabilities |
| Cash pai d in ot he r financing activities | 114,109,500.00 |
| 31,028,691.80 | 267.75% | T |
he inclusion of Zhanjiang Port as a new
II Progress, Influence and Solutions with regard to Significant Events
√ Applicable □ Not applicable
Summary o f the significant event Disclosure date
Index t o t he related
announcementThe acquisition of assets and related-party transactionsOn 2 J anuary 2019, the Company and Sinotrans
| Guangdong signed the Share Transfer |
Agreement of Zhanjiang Port (Group) Co., Ltd. in Shenzhen.
Agreement, the Compa ny was granted 201,034,548 ordinary
| shares of Zhanjiang Port |
held by Sinotrans Guangdong, which accounted for 5% of the total shares issued by
Zhanjiang Port on the date of signing the Agreement, with a consideration
| valued at |
RMB375,334,390. On 2 January 2019, the Proposal
Agreement of Z hanjiang Port (Group) Co., Ltd. between the Company and
| Sinotrans |
Guangdong was deliberated and a pproved by the 1
st
Extraordinary M eeting of the 9
th
Board of Directors of the Company in 2019.A
| s of 4 January 2019, the share purchase has completed the registration changing |
procedures and changing filing procedures for foreign-
Company.
3 January 20195 January 2019
Refer tohttp://www.cninfo.com.cn for details ofrelevantannouncements onresolutions(announcement No.2019-002 andannouncement No.2019-003)
Foreign investment of wholly-owned subsidiaries and related-party transactionsOn 8 January 2019, the wholly-
| invested enterprises. And the 5% of shares of Zhanjiang Port held by Sinotrans Guangdong has registered under the |
| owned subsidiary of the Company CWH (H.K.) signed the Agreement on Capital Increase of Zhanjiang Port (Group) Co., Ltd. with Zhanjiang |
Infrastructure Investment and Zhanjiang Port (herein after referred to as the “
Increase Agreement”
| ). According to the provisions of the Capital Increase Agreement, Zhanjiang Port intends to issue 1,853,518,190 additional common shares at the price of RMB1.867 per s hare or equivalent foreign currency to increase its registered capital to |
R
equivalent
| foreign currency (hereinafter referred to as "the transaction"); Zhanjiang Infrastructure Investment proposed to subscribe 246,662,271 common shares, accounting for 4.1991% of the shares issued by Zhanjiang Port on the date of issuance |
of the subscribed shares, with a total amount up to RMB460,518,459.96.The Proposal on Capital Increase of Wholly-
the 9th Board of Directors held by the Compa
| ny on 8 January 2019 and the 1st |
Extraordinary General Meeting of 2019 held on 24 January 2019 respectively.On 2 February 2019, CWH (H.K.) received the Decision on the Non-
Further Investigation on Anti-Monopoly Review on Enterprise Centr
| alization (Decision No. [2019]56) issued by the State Administration of Market Regulation. The State Administration of Market Regulation, after investigation, decided not to carry out further investigation on this transaction, and CWH (H.K.) might implement concentration of undertakings from the date of issuance of the decision. As of 3 |
9 January 201925 January 201912 Februa r y 201 9
Refer tohttp://www.cninfo.com.cn for details ofrelevantannouncements onresolutions(announcement No.2019-005,announcement No.2019-013 andannouncement No.2019-018)
wholly-owned subsidiary CWH (H.K.) was completed.Land integration and reorganization in Qianhai by wholly-
| February 2019, the registration and filing procedures of the transaction for business change was finished, and the capital increase to Zhanjiang Port by the Company's |
| owned subsidiary of |
majority-owned subs id iary and related-party transactions
Modern Service Industry Cooperati
| on Zone of Shenzhen and the Comprehensive Planning for Shekou District in Qianhai and the surrounding Nanshan District in China (Guangdong) Pilot Free Trade Zone, which are made by the State Council and Shenzhen |
Municipal Government, to promote the development of Qianhai-Shenzhen-
Agreement on Land In tegration and Reorganization with SZPL, SZQH
| and CMG, and |
CMG, Qianhai Investment Holdings, and CM Qianhai Industrial and oth
Qianhai.To realize the implementation plans of land integration and reorga
| nization and the joint venture cooperation in Qianhai, SZQH recovered all the land use rights under the |
original plan of 19 land-
Agreement on Land Integration and Reorganization, and evaluated
| the land compensation amount of about RMB43.21 billion by calculation (the base date of |
evaluation is 1 January 2015); and then SZQH replaced the land-
evaluation is 1 January 2015, hereinafter referred to as the “
| land for replace ment with |
China Merchant s”
Investm
| ent Holdings to become one of its shareholders, and then the land use right were invested into Qianhai Hongyu by Qianhai Investment Holdings, who became a |
shareholder of Qianhai Hongyu; CM Qianhai Industrial
Holdings increased the ca
| pital of the joint venture company with the 100% equity of CM Chidi and Qianhai Hongyu respectively, and the party with insufficient equity made up for the cash consideration to ensure that CM Qianhai Industrial and Qianhai |
Investment Holdings holds 50% eq
the cap ital increase.
| In order to harmonize the economic interest relationships between CM Chidi and the 19 |
land-
Chidi signed the Agreement on Confirmation of Compensation for Creditor’
| s Rights |
with the 19 land-
compensation for creditor’s rights of the 19 land-
| holding companies. Ansujie and |
Antongjie will receive
amount of land compensation for creditor’
| s rights. In order to keep the proportion of |
land compensation for c
12 January 201926 Februa r y 201 9
| reditor's rights in line with the proportion of 14% equity held indirectly by CMPort Holdings, Antongjie, Shekou Asset Management and CM Chidi |
Refer tohttp://www.cninfo.com.cn for details ofrelevantannouncements onresolutions(announcement No.2019-008 andannouncement No.2019-020)
signed the Agreement on Transfer of Creditor’
purchase 0.8242% of land compensation for creditor’
| s rights from Shekou Asset Management, with an amount of creditor's rights up to about RMB356 million. In |
addition, 55% of the total area of T102-0166 and T102-
and Antongjie and the corresponding shorel
| ines (about 5313,000 square meters of land area) are replaced to Phase II of Dachanwan Port Area acco rding to the principle of equal area (including corresponding shorelines). Ansujie and Antongjie no longer enjoy |
the compensation of land value under the n
above-
| mentioned land area. The specific replacement sch eme shall be determined by SZPL, CMG, Antongjie and Ansujie after further consultation with relevant |
departments.In order to pay off the above-mentioned lan
land-holding companies, to stipulate that the former 19 land-
| holding companies will |
increase their investment to CM Qianhai Industrial by
these in creased cap ital fund s, CM Qian h ai Indu stri al will i ncr ease its in vestment i n cashto its wholly-owned subsidiary CM Chidi, who will pay
| off the land compensation debts |
to the 19 land-
order to raise funds for cooperative cash consideration, the 19 land-
| holding companies |
will increase their investment to CM Qianhai Industri
investment to its wholly-owned subsidiary CM Chidi with such inc
| reased capi tal funds to pay for the cash consideration for the joint venture (including but not limited to |
advance p ayment an d sin cerit y depo sit , etc.), or
directly to the joint venture company (including but not li
| mited to advan ce pa yment an d sincerity deposit, etc.). The cash consideration for the joint venture shall be determined by the evaluation agency entru sted by CM Qianhai Industrial and Qianhai Investment |
Holdings, who will evaluate the 100% equity of CM Chi
not been determined yet, investors should notice to the investment risk.The Proposal on Land Integration and Reorganization in Qianhai by Wholly-o
| wned |
Subsidiary of Majority-owned Subsidiary was deliberated and approved by the 3
rd
Extraordinary Meeting of the 9
th
| Board of Directors held by the Company on 11 January |
2019 and the 2
nd
respectively.Related-party transactions of Majority-owned subsidiariesOn 22 January 2019, the Company's majority-
| Extraordinary General Meeting of 2019 held on 25 February 2019 |
| owned subsidiaries, CMPort Holdings, |
CMI, C heer Signal Investment Limited and Lac Assal
“Capital Increase Agreement”
| ) to stipulate that the ports of CMPort Holdings, CMI and Cheer Signal Investment Limite d shall increase the capital of Lac Assal by means of |
cash contribution according to the proportion of their shareholder’
23 January 2019
Refer tohttp://www.cninfo.com.cn for details ofrelevant announcementon resolutions(announcement No.2019-012)
amount of capita
USD6, 000,000 to be increased by Cheer Signal Investment Limited (hereinafter referredto as the “capital increase”). After
| the capital increase, the registered capital of Lac |
Assal will increase to USD60,060,000. The proportion of shares of CMPort Holdings
CMI and
| Cheer Signal Investment Limited will remained unchanged as 40%, 40% and |
20% respectively.The Proposal on Joint Capital Increase of Majority-
Parties to Lake Asal er was deliberated and approved by the 4
th
| Extraordinary Meeting |
of the 9
th
Board of Directors held by the Company on 22 January 2019.Related-party guarantee provided by majority-
subsidiaryKhor Ambado Fzco, a shareholding subsidiary of the Company’s majority-ow
| ned subsidiary CMPort Holdings, is planning to apply for a loan of USD240 million from the National Development Bank for the construction project in Djibouti Free Trade Zone with a term of 13 years. CMPort Holdings intends to provide joint and several |
liab
penalty (if
| any) and so on. The term of guarantee shal l be from the effective date of the guaranty contract to the expiration date of the performance period of the debt under the |
main contract.The Proposal on Related-party Guarantee Provided by Majority-owned Subsidi
Its Shareholding Subsidiary was deliberated and approved by the 5
th
M eetin g of the 9
th
Board of Directors held by the Company on 28 March 2019 and the 3
rd
Ge ne ra l Mee t ing of 201 9 held on 15 April 2019 respectively.
30 Marc h 201 916 April 20 19
Refer tohttp://www.cninfo.com.cn for details ofrelevantannouncements onresolutions(announcement No.2019-028 andannouncement No.2019-038)
The Signature of land lease agreement by wholly-owned subsidiary of majority-
| Extraordinary |
| owned |
subsidiary and related-party transactionsCMHD, a wholly-owned subsidiary of the Company’s majority-
CMPort Holdings, and Khor Ambado Fzco, a shareholding s
| ubsidiary of CMPort |
Holdings, signed the Land Lease Agreement (herei nafter referred to as the “
Leasing Agreement”
| ) on 28 March 2019 to stipulate that CMHD shall lease the land in |
B06/B07 plot owned by Khor Ambado Fzco in Djibouti Free Trade Zone, whic
2116.The Proposal on the Signature of Land Lease Agreement by Wholly-owned Su
| bsidiary |
of Majority-owned Subsidiary and Related-
approved by the 5
th
M eeting of the 9
th
| Board of Directors held by the Company on 28 |
March 2019.
30 Marc h 201 9
Refer tohttp://www.cninfo.com.cn for details ofrelevant
on resolutions(announcement No.2019-029)
Progress of any share repurchase:
□ Applicable √ Not applicableProgress of any reduction of the repurchased shares through centralized bidding:
□ Applicable √ Not applicable
III Commitments that the Company’s Actual Controller, Shareholders, Related Parties,Acquirers, the Company Itself or Other Parties, Failed to Fulfill on Time during theReporting Period
□ Applicable √ Not applicable
IV Operating Performance Forecast for January-June 2019
Warning of a forecast loss on or a forecast significant year-on-year change in the net profit of January-June 2019, as well asexpl a na ti on of wh y:
□ Applicable √ Not applicable
V Securities Investments
√ Applicable □ Not applicableUnit: RMB
Variety
ofsecuriti
es
Code
ofsecuriti
es
Name ofsecurities
Initialinvestment cost
Accoun
tingmeasurementmodel
Beginningcarrying value
Gain/loss on
fai r valuechanges in the
Reporting
Period
Cumulati
ve fairvaluechangesrecorded
intoequity
Purchasedin theRepor
tingPerio
d
Sold intheReportingPeriod
Gain/loss
intheReportingPerio
d
Ending carrying
value
Accountingitem
Capi
talresource
sStock 601018
Ning
boPort
592,183,095.14
Fairvaluemethod
1,361,414,474.58
441,455,106.93
| 0 |
1,773,099,689.84
| Trading |
financialassets
Self-ownedStock 06198
QingdaoPort
124,405,138.80
Fairvaluemethod
190,401,046.01
8,511,687.22
| 0 |
194,891,593.44
| Trading |
financialassets
Self-ownedStock 601298
QingdaoPort
331,404,250.30
Fairvaluemethod
413,280,000.00
437,920,000.00
| 0 |
851,200,000.00
| Trading |
financialassets
Self-ownedStock 600377
Jiang
suExpressw
ay
1,120,000.00
Fairvaluemethod
9,800,000.00
75,000.00
9,900,000.00
Otherinvestmentsinequityinstruments
Self-owned
Stock 400032
Petro
chemica
l A1
3,500,000.00
Fairvaluemethod
382,200.00
| 0 |
382,200.00
Otherinvestmentsinequityinstruments
Self-owned
Stock 400009
Guang Jian
27,500.00
Fairvaluemethod
17,000.00
| 0 |
17,000.00
Otherinvestmentsinequityinstruments
Self-ownedTotal 1,052,639,984.24 -- 1,975,294,720.59
887,886,794.15
75,000.00
2,829,490,483.28
-- --
VI Investments in Derivative Financial Instruments
√ Applicable □ Not applicable
Unit: RMB’0,000
Operator
Relationsh
| ip with the Company | Related |
transact
ion
Type of
Initialinvestment
amount
| derivative | Starting |
date
Ending
date
investment amount
Purchased in the
Period
| Reporting | Sold in the |
Reporting
Period
Impairm
ent
(if any)
Endinginvestme
nt
amount
| Proportion |
of endinginvestmentamount in
the
ending ne t
assets
Actualgain/loss
in theReporting
PeriodFinancinginstitution
| Company’s | ||
Non-related party
No
foreignexchange
| purchasing |
4,961.18
| 9 March |
2018
February2019
| 4,961.18 |
4,961.18
0.00%
-332.39
Financinginstitution
Non-related party
No
Currencyswap
20,177.33
| 29 |
March2018
2019
| 26 Marc h | 20,177.33 |
| 20,177.33 |
0.00%
-1,496.24
Financinginstitution
Non-related party
No
| Forward |
foreignexchange
173.63
| purchasing |
4 April2018
2019
173.63
| 26 Marc h |
173.63
0.00%
Financinginstitution
Non-related party
No
| Forward |
foreignexchange
42.88
| purchasing |
15 June2018
2019
42.88
| 21 Marc h |
42.88
0.00%
Financinginstitution
Non-related party
No
| Forward |
foreignexchange
4,885.98
| purchasing |
15 June2018
8 May2019
| 4,885.98 |
| 4,885.98 |
0.06%
-102.24
Total 30,241.00
-- -- 30,241.00
| 25,355.02 | 4,885.98 |
0.06%
-1,930.87
Source of money used for investment All from the Company’s own fundsLegal matters involved (if applicable) N/A
associated with derivative investments heldin Reporting Period (including but notlimited to market risk, liquidity risk, creditrisk, operational risk, legal risk, etc.)
| Analysis of risks and control measures | In order to reduce the risks resulted from changes in exchange rate of foreign currency loans, the Company locked the principal and interests exchange rate of US$46.65 million foreign currency loans. Within the time |
limit and scope of foreign currency loans, risks of changes i n exchange rate can be reduced by locking
forward exchange rate.
| the | |
| Changes in m ar ket prices or fair value of |
derivative investments in Reporting Period(fair value analysis should includemeasure ment m ethod and relatedass um pti ons a nd pa r a meters)
Gain and loss on forward financial contracts was RMB-19.3087 million in the Reporting Period.
and specific accounting principles adoptedfor derivative investments in ReportingPeriod compared to last reporting period
N/A
| Significant changes in accounting policies |
| Opinion of independent directors on |
derivative investments and risk control
N/A
VII Communications with the Investment Community such as Researches, Inquiries andInterviews during the Reporting Period
√ Applicable □ Not applicable
VIII Irregularities in the Provision of Guarantees
□ Applicable √ Not applicable
IX Occupation of the Company’s Capital by the Controlling Shareholder or Its RelatedParties for Non-Operating Purposes
□ Applicable √ Not applicable
X Progress Made on Internal Control
In the first quarter of 2019, according to the results of the work flow combing of internal control for 2018, the sample test of drafts,internal control defect sheet and the rectification report on internal control, the Company produced the 2018 annual internal controlself-evaluation report, whi ch was disclosed after review and approval at the 5
th
M eeting of the 9
th
Bo ard of Directors and the 5
th
Meeting of the 9
th
Supervis ory Committee.The Company engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP to audit the effectiveness of its 2018 financialreporting internal control. A standard auditor’s report with unqualified opinion was issued by DDT and later disclosed by theCompany.Currently, the Company has conducted its internal control activities in 2019, including 1) renewed the list of the internal control taskgroup members; 2) formulated the work plan and schedule for internal control in 2019; 3) determined the working range of theinternal control (China Merchants Port Group Co., Ltd. and its 24 subordinate companies have been brought into the scope ofevaluation of internal control system) and self-assessment procedures of internal control in 2019; 4) conducted self-assessment ofinternal control; 5) finished the updating of basic data of risk control.The Company has completed the internal control work in 2018 according to the schedule in the internal control work plan for 2018,as well as the preparations for its internal control activities in 2019 according to the schedule in the internal control work plan for2019, with no deviation or delay.
XI Deposits in and Loans Provided by a Finance Company
The Proposal on Signing Financial Service Agreement with Sinotrans & CSC Finance Co., Ltd. was reviewed and approved on theSecon d Meeti ng o f the 9
th
Board of Directors held by the Company on 23 August 2017, in which, the Company was agreed to signed
Date Way of communication
Type ofcommunication party
Index to main information communicatedJanuary-March 2019
By phone and written inquiry
SZSE)
Individual
| (through the EasyIR platform of | Main inquiry: basic business condition, investments and |
financial condition of the Company;Materials provided: brochure of the Company;Index: SZSE EasyIR(http://irm.cninfo.com.cn/ssessgs/S001872/index.html)
the Finan cial Service Agreement with Sinotran s & CSC Finance Co., Ltd. (renamed Ch ina Merchants Gro up Finance Co., Ltd . fromAugust 2017) with the period of three years.The Proposal on Adjusting Limit of Deposits and Loans and Signing Supplementary Agreement to Financial Service Agreement withChina Merchants Group Finance Co., Ltd and the Related-party Transactions was reviewed and approved on the 5
th
M eeting of the
th
Bo ard of Directors held by the Company on 28 M arch 2019, in which, the Company was agreed to signed SupplementaryAgreement to Financial Service Agreemen t with C hina Merchants Group Finance Co., Ltd. At the end of the Reporting Period,deposits in and loans provided by China Merchants Group Finance Co., Ltd. were as follows:
Unit: RMB’0,000Item
Increase Decrease Ending balance
| Beginn ing balance | |||
| I. Deposits in China Merchants Group |
Finance Co., Ltd.
| 3,838.72 | 6,072.36 |
| 6,782.81 | 3,128.28 | ||
| II. Loans provided by China Merchants Group Finance Co Ltd. |
| 77,500.00 | 31,500.00 |
| 5,500.00 | 103,500.00 |
XII Explain Change of the Accounting Policy, Accounting Estimate and MeasurementMethods as Compared with the Financial Reporting of Last Year
The A ccounting Standards for Business Enterprises No. 21 – Lease (hereinafter referred to as “New lease standard”) revised andissued by Ministry of Finance on 7 December 2018 required that enterprises listed both domestically and overseas and enterpriseslisted overseas who prepare the financial statements by International Financial Reporting Standards or Accounting Standards forBusiness Enterprises shall implement it form 1 Janua ry 2019, and other enterprises implementing the Accounting Standards forBusiness Enterprises shall implement it from 1 January 2021. According to the requirements of Ministry of Finance, enterpriseswhose subsidiaries are listed overseas and prepare the financial statements by International Financial Reporting Standards orAccounting Standards for Business Enterprises can implement the new leas e stand ard in advance. The Company, in accordance withthe requirements of Ministry of Finance, implemented the new lease standard from 1 January 2019. For details, see Announcementon Changes in Accounting Policies (Announcement No.: 2019-031) published by the Company on http://www.cninfo.com.cn dated30 Marc h 201 9.According to the regulations of the new standards, the Company did not adjust the information during comparative period, executedthe accumulative influence number of the standard for the first time, and adjusted the beginning retained earnings and the amount ofother related items in financial statements. The Group has disclosed the balance sheet with new standards being implemented for thefirst day of 1 January 2019 in financial statements of this Report.
Part IV Financial Statements
I Financial Statements
1. Consolidated Balance Sheet
Unit: RMBItem 31 March 2019 31 December 2018Current assets:
Cash and bank balances 7,102,589,101.27 7,070,308,704.75Trading financial assets 1,903,946.25 -Notes and accounts receivable 1,823,381,118.25 1,120,839,172.51Including: Notes receivable 182,523,102.29 11,608,669.43Accounts receivable 1,640,858,015.96 1,109,230,503.08Prepayments 201,216,459.84 124,404,862.87Other receiv ables 964,603,462.54 799,559,226.45Including: Int er es t receivable 48,103,769.74 33,041,147.73Dividends receivable 256,425,082.10 259,804,145.16Inventories 161,659,512.30 108,567,270.02Assets classi fied as held for sale 115,356,162.94 115,356,162.94Other curr ent assets 1,259,804,522.04 1,195,421,189.12Total current assets 11,630,514,285.43 10,534,456,588.66Non-cu r r ent assets:
Long-term receivables 783,360,606.40 793,046,240.11Long-term equity investments 48,700,421,740.20 50,176,577,263.40Investments in other equity instruments 261,319,162.27 247,848,314.30Other non-current financial assets 2,939,477,551.93 2,087,872,081.94Investment property 5,907,911,884.65 5,890,146,989.51Fixed assets 26,540,880,013.69 22,994,190,880.43Construction in progress 6,844,559,662.45 5,499,426,090.06Engineering material 13,911,742.66 -Right-of-use assets 6,505,658,114.64 -Intangible assets 23,888,348,682.74 20,761,018,044.54R&D expense 14,968,306.82 -Goodwill 8,681,769,583.92 8,335,895,842.35Long-term prepaid expense 233,818,993.63 235,706,437.21Deferred in come t ax assets 120,520,020.83 66,708,157.19Other no n-current assets 2,119,736,766.29 395,191,485.98Total non-current assets 133,556,662,833.12 117,483,627,827.02Total assets 145,187,177,118.55 128,018,084,415.68
Item 31 March 2019 31 December 2018Current liabilities:
Short-term borrowings 7,669,361,618.42 3,425,291,312.62Notes and accounts payable 639,804,961.10 429,120,690.97Receipts in advance 47,368,404.19 29,170,709.86Accrued payroll 370,791,975.36 433,489,555.40Taxes payable 374,233,431.53 345,183,422.42Other payables 2,705,463,803.57 2,245,670,528.89Including: Int er es t payable 498,029,824.08 555,545,627.60Dividends payable 66,052,207.09 66,052,207.09Contractual liabilities 71,046,766.16 49,993,895.50non-current liabilities due within one year 3,213,270,461.80 2,349,849,449.96Other current liabilities 686,341,705.75 602,659,721.80Total current liabilities 15,777,683,127.88 9,910,429,287.42Non-current liabilities:
Long-term borrowings 8,422,809,110.33 6,971,479,842.18Bonds payable 21,643,668,439.19 22,097,467,096.40Lease liabilities 989,868,412.75 -Long-term payables 2,027,482,133.04 1,294,190,118.18Long-term payroll payable 374,926,420.15 375,325,127.65Provisions 34,769,055.75 34,951,392.27Deferred in come 1,034,504,773.94 228,658,214.64Deferred income tax liabilities 3,780,247,583.66 2,911,074,941.27Other no n-current liabilities 3,815,123,370.42 3,777,582,522.86Total non-current liabilities 42,123,399,299.23 37,690,729,255.45Total liabilities 57,901,082,427.11 47,601,158,542.87Shareholders’equity:
Share capital 1,793,412,378.00 1,793,412,378.00Capital reser ves 19,471,423,274.62 19,426,912,957.05Other comprehensive income -58,102,973.53 88,925,978.57Special reser ves 13,590,332.54 8,231,080.43Surplus reserves 527,175,908.67 527,175,908.67Retained ear nings 9,692,902,901.90 8,915,817,110.21
31,440,401,822.20 30,760,475,412.93Minority interests 55,845,692,869.24 49,656,450,459.88Total shareholders’ equity 87,286,094,691.44 80,416,925,872.81Total liabilities and shareholders’ equity 145,187,177,118.55 128,018,084,415.68The financi al statements from Page 19 to Page 30 have been signed by:
Legal repr esentative: Bai JingtaoChief Financial Officer: Wen LingPerson-in-charge of the accounting organ: Sun Ligan
2. Parent Company Balance Sheet
Unit: RMBItem 31 March 2019 31 December 2018Current assets:
Cash and bank balances142,886,668.11 389,841,854.93Notes and accounts receivable11,179,233.40 23,444,175.65Accounts receivable11,179,233.40 23,444,175.65Other receiv ables609,568,742.31 651,050,233.08Including: Int er es t receivable4,438.52 34,899.02Dividends receivable329,153,465.74 329,153,465.70Inventories137,993.08 165,553.46Other curr ent assets-178,648.79 1,563,111.61Total current assets763,593,988.11 1,066,064,928.73Non-cu r r ent assets:
Long-term receivables11,004,284.75 11,004,284.75Long-term equity investments28,513,487,952.33 28,544,261,576.96Investments in other equity instruments527,181,090.00 151,746,700.00Investment property13,805,209.81 12,685,959.06Fixed assets185,001,423.89 190,804,655.63Construction in progress2,986,692.93 2,500,843.87Right-of-use assets10,445,577.65 -Intangible assets57,082,209.88 57,755,603.44Long-term prepaid expense3,746,365.90 3,785,801.32Total non-current assets29,324,740,807.14 28,974,545,425.03Total assets30,088,334,795.25 30,040,610,353.76Current liabilities:
Short-term borrowings604,404,000.00 377,716,000.00Notes and accounts payable10,059,547.81 13,125,624.29Contractual liabilities59,603.00 92,003.00Accrued payroll12,524,410.54 26,605,190.52Taxes payable1,797,946.21 18,826,587.50Other payables765,968,033.25 717,536,924.18Including: Int er es t payable14,501,258.56 15,011,119.82Dividends payable37,608,540.65 37,608,540.65Current portion of non-current liabilities305,423,684.85 299,531,506.81Other current liabilities- 200,000,000.00Total current liabilities1,700,237,225.66 1,653,433,836.30
Item 31 March 2019 31 December 2018Non-current liabilities:
Lease liabilities5,167,625.19 -Long-term payables150,974,000.00 151,710,000.00Deferred income tax liabilities34,204,375.00 34,179,375.00Total non-current liabilities190,346,000.19 185,889,375.00Total liabilities1,890,583,225.85 1,839,323,211.30Shareholders’ equity:
Share capital1,793,412,378.00 1,793,412,378.00Capital reser ves25,517,679,153.52 25,517,647,180.04Other comprehensive income102,713,125.00 102,638,125.00Special reser ves219,439.38 470,465.59Surplus reserves527,175,908.67 527,175,908.67Retained ear nings256,551,564.83 259,943,085.16Total shareholders’ equity28,197,751,569.40 28,201,287,142.46Total liabilities and shareholders’ equity30,088,334,795.25 30,040,610,353.76
3. Consolidated Income Statement
Unit: RMBItem Q1 2019 Q1 20181. Reven ue 2,702,894,522.99 2,172,750,441.44
Including: Operating revenue 2,702,894,522.99 2,172,750,441.442. Costs and expenses 2,457,671,031.93 1,883,168,620.16
Including: Cost of sales 1,660,826,958.58 1,305,238,877.12
Taxes and surcharges 45,674,668.50 45,863,744.88Administrative expense 287,367,055.02 231,226,325.01R&D expense 30,052,292.96 24,392,333.00
Finance costs 431,930,403.64 275,761,221.02
Includ ing: Interest expense 512,196,697.85 370,157,265.19Interest income 59,236,488.39 56,758,131.14
Asset impairment loss -25,031.28 -Credit impairment loss 1,844,684.51 686,119.13
Add: Other income 20,798,769.01 13,529,113.16Return on investment (“-” for loss) 1,491,659,164.10 684,366,403.71
Including: Share of profit or loss of joint ventures and associates 759,492,112.86 684,366,403.71Gain on changes in fair value (“-” for loss) 803,456,059.74 137,919,530.28
Asset disposal income (“-” for loss) 779,531.17 -3,211,017.913. Operating profit (“-” for loss) 2,561,917,015.08 1,122,185,850.52
Add: Non-operating income 5,833,763.89 7,741,312.94Less: Non-operating expense 2,959,236.62 1,607,303.644. Total profit (“-” for loss) 2,564,791,542.35 1,128,319,859.82
Less: Incom e tax expense 428,680,888.19 196,407,949.265. Net profit (“-” for net loss) 2,136,110,654.16 931,911,910.565.1 Categorization by continuity of operation5.1.1 Net profit of continuing operation (“-” for net loss) 2,136,110,654.16 931,911,910.565.1.2 Net profit of discontinued operation (“-” for net loss) - -5.2 Categorization by attribution of ownership
5.2.1 Net profit attributable to parent company owners 814,944,249.12 381,903,088.645.2.2 Net profit attributable to minority interests 1,321,166,405.04 550,008,821.926. Other comprehensive income, net of tax -185,440,397.65 -439,706,681.57
Attributable to parent company owners 147,028,952.60 -135,541,068.56
6.1 Items that will not be reclassified to profit or loss -74,999.61 -232,500.00
- -
| 6.1.1 O ther comprehensive income that will not be reclassified to profit or loss under the equity method |
| 6.1.2 C hanges in the fair value of investments in other equity instruments |
-74,999.61 -232,500.006.2 Items that will be reclassified to profit or loss 147,103,952.21 -135,308,568.56
5,312,466.40 1,593,391.45
| 6.2.1 Other comprehensive income that will be reclassified to profit or loss under the equity method |
| 6.2.2 D ifferences arising from the translation of foreign currency-denominated financial statements |
141,791,485.81 -136,901,960.01Attributable to minority interests -332,469,350.25 -304,165,613.017. Total comprehensive income 1,950,670,256.51 492,205,228.99
Attributable to parent company owners 961,973,201.72 246,362,020.08Attributable to minority interests 988,697,054.79 245,843,208.918. Ear ni ngs per share
8.1 B as ic earnings per share 0.454 0.2138.2 Diluted earnings per share 0.454 0.213
4. Parent Company Income Statement
Unit: RMBItem Q1 2019 Q1 20181. Operating revenue44,067,273.73 44,714,453.31Less: Cost of sales34,142,026.25 30,942,499.65Taxes and surcharges767,603.79 457,736.06Administrative expense17,391,388.67 17,526,593.90Finance costs7,602,897.36 -4,335,368.90Includ ing: Interest expense11,494,411.09 6,181,659.53Interest income3,408,108.16 6,643,296.49Return on investment (“-” for loss)12,832,064.39 16,605,846.24
associates
12,832,064.39 16,605,846.24Asset disposal income (“-” for loss)- -934,006.992. Operating profit (“-” for loss)-3,004,577.95 15,794,831.85Add: Non-operating income6,680.14 3,113.00Less: Non-operating expense68,028.29 108.953. Total profit (“-” for loss)-3,065,926.10 15,797,835.904. Net profit (“-” for net loss)-3,065,926.10 15,797,835.904.1 Net profit of continuing operation (“-” for net loss)-3,065,926.10 15,797,835.904.2 Net profit of discontinued operation (“-” for net loss)- -5. Other comprehensive income, net of tax75,000.00 -232,500.005.1 Items that will not be reclassified to profit or loss75,000.00 -232,500.005.1.1 O ther comprehensive in come that will not be recl assified toprofit or loss under the equity method
- -5.1.2 Changes in the fair value of investments in other equityinstruments
75,000.00 -232,500.005.2 Items that will be reclassified to profit or loss- -5.2.1 Other comprehensive income that will be reclassified toprofit or loss under the equity method
- -5.2.2
Including: Share of profit or loss of joint ventures andDifferences arising from the translation of foreign
currency-denominated financial statements
- -6. Total comprehensive income-2,990,926.10 15,565,335.90
5. Consolidated Cash Flo w Statem ent
Unit: RMBItem Q1 2019 Q1 20181. Cash flows from operating activities:
Cash received fr om sale of commodities and rendering of services 2,647,510,819.37 1,819,094,588.96Receipts of tax r efu nds 23.44 1,486,219.30Cash received fr om other operating activities 437,792,411.01 163,911,046.96Sub total of cas h received from operating activities 3,085,303,253.82 1,984,491,855.22Payments for commodities and services 736,317,677.30 573,837,504.91Cash paid to a nd on behalf of employees 727,281,690.78 570,853,953.70Taxes paid 225,198,426.64 126,141,464.22Cash paid in other operating activitie s 247,542,337.46 225,497,221.04Subtotal of cash paid in operating activities 1,936,340,132.18 1,496,330,143.87Net cash received from/used in operating activities 1,148,963,121.64 488,161,711.352. Cash flows from investing activities:
Return on investment 78,044,109.23 64,600,205.42
23,992,441.00 2,400,042.15Cash recevied from the disposal of subsidiaries and other business units - 1,411,633,655.68
Cash received fr om other investing activities 1,315,937,327.03 -Sub total of cas h received from investing activities 1,417,973,877.26 1,478,633,903.25
Cash received fro m the d isp o sal o f fixed as set s, in tan gib le ass ets and o therlong-lived assets
Payments for the acquisition of fixed assets, intangible assets and otherlong-lived assets
650,139,928.72 481,958,576.95Payments for inv es tm ents 415,845,100.00 63,458,839.54Net payments for the acquisition of subsidiaries and other business units - 4,844,558,474.75
Cash used in other investing activities 255,659,104.33 25,463,391.23Subtotal of cash used in investing activities 1,321,644,133.05 5,415,439,282.47Net cash received from/used in investing activities 96,329,744.21 -3,936,805,379.223. Cash flows from financing activities:
Cash received from capital contributions 460,518,459.96 15,950,000.00
Including: Capital contributions by minority interests to subsidiaries 460,518,459.96 15,950,000.00
Borrowings obtained 5,720,896,211.18 9,562,436,640.00Sub total of cas h received from financing activities 6,181,414,671.14 9,578,386,640.00Repayments of borrowings 6,241,679,082.60 6,483,722,640.00
Payments for interest and dividends 575,131,285.06 231,250,932.71
Including: Dividends paid by subsidiaries to minority interests 24,360,440.28 9,307,713.92
Cash u sed in other financing activities 114,109,500.00 31,028,691.80Subtotal of cash used in financing activities 6,930,919,867.66 6,746,002,264.51Net cash received from/used in financing activities -749,505,196.52 2,832,384,375.494. Effect of foreign exchange rate changes on cash and cash equivalents -39,571,072.82 -64,787,995.885. Net in crease in cash and cash equivalents 456,216,596.51 -681,047,288.26Add: Cash and cash equivalents, beginning of the period 5,373,281,504.75 7,729,460,082.756. Cash and cash equivalents, end of the period 5,829,498,101.26 7,048,412,794.49
6. Parent Company Cash Flow Statement
Unit: RMBItem Q1 2019 Q1 20181. Cash flows from operating activities:
Cash received fr om sale of commodities and rendering of services51,258,278.89 47,824,975.82Cash received from other operating activities236,323,914.96 212,220,080.47Sub total of cas h received from operating activities287,582,193.85 260,045,056.29Payments for commodities and services15,108,762.13 14,411,768.08Cash paid to a nd on behalf of employees40,097,735.78 45,449,193.68Taxes paid18,735,502.45 1,361,330.99Cash used in ot her operating activities183,200,592.57 188,998,993.20Subtotal of cash used in operating activities257,142,592.93 250,221,285.95Net cash received from/used in operating activities30,439,600.92 9,823,770.342. Cash flows from investing activities:
Return on investment43,605,689.02 38,562,004.83Cash received fro m the d isp o sal o f fixed as set s, i nt angib le ass ets and o therlong-lived assets
- 178,876.00Cash received fr om other investing activities228,867,355.24 -Sub total of cas h received from investing activities272,473,044.26 38,740,880.83
long-lived assets
1,715,483.68 2,438,533.25Payments for inv es tm ents375,334,390.00 -Cash used in other investing activities185,800,000.00 -Subtotal of cash used in investing activities562,849,873.68 2,438,533.25Net cash received from/used in i nvesting activities-290,376,829.42 36,302,347.583. Cash flows from financing activities:
Borrowings obtained280,000,000.00 -Sub total of cas h received from financing activities280,000,000.00 -Repayments of borrowings250,000,000.00 -Payments for interest and dividends11,647,054.79 -Cash u sed in other financing activities1,413,599.00 -Subtotal of cash used in financing activities263,060,653.79 -Net cash received from/used in financing activities16,939,346.21 -4. Effect of foreign exchange rate changes on cash and cash equivalents-3,957,304.53 -403,905.955. Net in crease in cash and cash equivalents-246,955,186.82 45,722,211.97Add: Cash and cash equivalents, beginning of the period389,841,854.93 230,039,345.736. Cash and cash equivalents, end of the period142,886,668.11 275,761,557.70
II Adjustments to the Financial Statements
1. Adjustments to the Financial Statements at the Beginning of the First Execution Year of any NewStandards Governing Financial Instruments, Revenue or Leases
√ Applicable □ Not applicableConsol idated Balance Sheet
Unit: RMBItem 31 December 2018 1 January 2019 AdjustmentCurrent assets:
Cash and bank balances 7,070,308,704.75 7,070,308,704.75 -Notes and accounts receivable 1,120,839,172.51 1,120,839,172.51Including: Notes receivable 11,608,669.43 11,608,669.43 -Accounts receivable 1,109,230,503.08 1,109,230,503.08 -Prepayments 124,404,862.87 81,845,182.30
-42,559,680.57
Other receiv ables 799,559,226.45 799,559,226.45 -Including: Int er es t receivable 33,041,147.73 33,041,147.73 -Dividends receivable 259,804,145.16 259,804,145.16 -Inventories 108,567,270.02 108,567,270.02 -Assets classi fied as held for sale 115,356,162.94 115,356,162.94 -Other curr ent assets 1,195,421,189.12 1,195,421,189.12 -Total current assets 10,534,456,588.66 10,491,896,908.09
-42,559,680.57Non-cu r r ent assets:
Long-term receivables 793,046,240.11 793,046,240.11 -Long-term equity investments 50,176,577,263.40 50,176,577,263.40 -Investments in other equity instruments 247,848,314.30 247,848,314.30 -Other non-current financial assets 2,087,872,081.94 2,087,872,081.94 -Investment property 5,890,146,989.51 5,890,146,989.51 -Fixed assets 22,994,190,880.43 17,477,797,429.30 -5,516,393,451.13 -Construction in progress 5,499,426,090.06 5,499,426,090.06 -Right-of-use assets N/A 6,549,564,031.55 6,549,564,031.55Intangible assets 20,761,018,044.54 20,761,018,044.54 -Goodwill 8,335,895,842.35 8,335,895,842.35 -Long-term prepaid expense 235,706,437.21 235,706,437.21 -Deferred in come t ax assets 66,708,157.19 66,708,157.19 -Other no n-current assets 395,191,485.98 395,191,485.98 -Total non-current assets 117,483,627,827.02 118,516,798,407.44 1,033,170,580.42
Total assets 128,018,084,415.68 129,008,695,315.53
| 990,610,899.85 |
Item 31 December 2018 1 January 2019 AdjustmentCurrent liabilities:
Short-term borrowings 3,425,291,312.62 3,425,291,312.62 -Notes and accounts payable 429,120,690.97 429,120,690.97 -Receipts in advance 29,170,709.86 29,170,709.86 -Accrued payroll 433,489,555.40 433,489,555.40 -Taxes payable 345,183,422.42 345,183,422.42 -Other payables 2,245,670,528.89 2,245,670,528.89 -Including: Int er es t payable 555,545,627.60 555,545,627.60 -Dividends payable 66,052,207.09 66,052,207.09 -Contractual liabilities 49,993,895.50 49,993,895.50 -Current portion of non-current liabilities 2,349,849,449.96 2,473,888,817.84
124,039,367.88
Other current liabilities 602,659,721.80 602,659,721.80 -Total current liabilities 9,910,429,287.42 10,034,468,655.30
124,039,367.88
Non-current liabilities:
Long-term borrowings 6,971,479,842.18 6,971,479,842.18 -Bonds payable 22,097,467,096.40 22,097,467,096.40 -Lease liabilities N/A 1,020,239,824.73 1,020,239,824.73Long-term payables 1,294,190,118.18 1,252,860,200.23 -41,329,917.95Long-term payroll payable 375,325,127.65 375,325,127.65 -Provisions 34,951,392.27 34,951,392.27 -Deferred in come 228,658,214.64 228,658,214.64 -Deferred income tax liabilities 2,911,074,941.27 2,911,074,941.27 -Other no n-current liabilities 3,777,582,522.86 3,777,582,522.86 -Total non-current liabilities 37,690,729,255.45 38,669,639,162.23 978,909,906.78Total liabilities 47,601,158,542.87 48,704,107,817.53
1,102,949,274.66
Shareholders’ equity:
Share capital 1,793,412,378.00 1,793,412,378.00 -Capital reser ves 19,426,912,957.05 19,426,912,957.05 -Other comprehensive income 88,925,978.57 88,925,978.57 -Special reser ves 8,231,080.43 8,231,080.43 -Surplus reserves 527,175,908.67 527,175,908.67 -Retained ear nings 8,915,817,110.21 8,877,958,652.78 -37,858,457.43
30,760,475,412.93 30,722,616,955.50 -37,858,457.43Minority interests 49,656,450,459.88 49,581,970,542.50 -74,479,917.38Total shareholders’ equity 80,416,925,872.81 80,304,587,498.00 -112,338,374.81Total liabilities and shareholders’ equity 128,018,084,415.68 129,008,695,315.53
Total equity attributable parent companyowners
990,610,899.85
Balance Sh eet of parent company
Unit: RMBItem 31 December 2018 1 January 2019 AdjustmentCurrent assets:
Cash and bank balances 389,841,854.93 389,841,854.93 -Notes and accounts receivable 23,444,175.65 23,444,175.65 -Accounts receivable 23,444,175.65 - -Other receiv ables 651,050,233.08 651,050,233.08 -Including: Int er es t receivable 34,899.02 34,899.02 -Dividends receivable 329,153,465.70 329,153,465.70 -Inventories 165,553.46 165,553.46 -Other curr ent assets 1,563,111.61 1,563,111.61 -Total current assets 1,066,064,928.73 1,066,064,928.73 -Non-cu r r ent assets:
Long-term receivables 11,004,284.75 11,004,284.75 -Long-term equity investments 28,544,261,576.96 28,544,261,576.96 -Investments in other equity instruments 151,746,700.00 151,746,700.00 -Investment property 12,685,959.06 12,685,959.06 -Fixed assets 190,804,655.63 190,804,655.63 -Construction in progress 2,500,843.87 2,500,843.87 -Right-of-use assets N/A 11,966,380.80 11,966,380.80Intangible assets 57,755,603.44 57,755,603.44 -Long-term prepaid expense 3,785,801.32 3,785,801.32 -Total non-current assets 28,974,545,425.03 28,986,511,805.83 11,966,380.80Total assets 30,040,610,353.76 30,052,576,734.56 11,966,380.80Current liabilities:
Short-term borrowings 377,716,000.00 377,716,000.00 -Notes and accounts payable 13,125,624.29 13,125,624.29 -Contractual liabilities 92,003.00 92,003.00 -Accrued payroll 26,605,190.52 26,605,190.52 -Taxes payable 18,826,587.50 18,826,587.50 -Other payables 717,536,924.18 717,536,924.18 -Including: Int er es t payable 15,011,119.82 15,011,119.82 -Dividends payable 37,608,540.65 37,608,540.65 -Current portion of non-current liabilities 299,531,506.81 305,454,311.08 5,922,804.27Other current liabilities 200,000,000.00 200,000,000.00 -Total current liabilities 1,653,433,836.30 1,659,356,640.57 5,922,804.27
Item 31 December 2018 1 January 2019 AdjustmentNon-current liabilities:
Lease liabilities N/A 6,369,170.76 6,369,170.76Long-term payables 151,710,000.00 151,710,000.00 -Deferred income tax liabilities 34,179,375.00 34,179,375.00 -Total non-current liabilities 185,889,375.00 192,258,545.76 6,369,170.76Total liabilities 1,839,323,211.30 1,851,615,186.33 12,291,975.03Shareholders’ equity:
Share capital 1,793,412,378.00 1,793,412,378.00 -Capital reser ves 25,517,647,180.04 25,517,647,180.04 -Other comprehensive income 102,638,125.00 102,638,125.00 -Special reser ves 470,465.59 470,465.59 -Surplus reserves 527,175,908.67 527,175,908.67 -Retained ear nings 259,943,085.16 259,617,490.93 -325,594.23Total shareholders’ equity 28,201,287,142.46 28,200,961,548.23 -325,594.23Total liabilities and shareholders’ equity 30,040,610,353.76 30,052,576,734.56 11,966,380.80
Note for adjustment:
The C ompany began to implement the new lease standards 1 January 2019. On that implementation date, the Company conductedfinancial accounting treatment in si tuations where lease liabilities shall be measured by the present value discounted by lessee’sincremen tal borrowin g rate on the first execution day or right-of-use assets shall be measured by new lease standards if it’s from thebeginni ng date of lease term.In th e balance sheet, as sets and li abilities increased at t he same time du e to the existen ce of operat ional lease contract , but it did nothave significant impacts on the Company’s financial situations.
2. Retrospective Restatement of Previous Comparative Data due to the First Execution of any NewStandards Governing Financial Instruments or Leases
□ Applicable √ Not applicable
III
、Auditor’s report
Is this report audited?□ Yes √ No
For and on behalf of the Board
B ai JingtaoLegal representative ofChina Merchants Port Group Co., Ltd.
Dated 30 April 2019