CHINA MERCHANTS PORT GROUP CO., LTD.
ANNUAL REPORT 2022
Date of disclosure: 4 April 2023
CHAIRMAN’S STATEMENTDear shareholders,I hereby present to you the annual report of China Merchants Port Group Co., Ltd. and its subsidiaries(the “Company”) for the year ended 31 December 2022. On behalf of the Board, I would like toexpress my sincere gratitude to all of you for your long-term support to the Company.The Company is a crucial vehicle for China Merchants Group to implement the development tasks ofthe "14
thFive-Year Plan" and the strategy of Guangdong-Hong Kong-Macao Greater Bay Area.Serving not only as the core enterprise of China Merchants Group's port sector, the Company is alsothe capital operation and management platform for the group's global port assets, hence playing a keyrole in the consolidation and synergistic development of China Merchants Group’s port assets. TheCompany has become a world-leading port investor, developer and operator.By integrating into the overall development of the country, implementing new development conceptsbased on the new development stage and building a new development pattern, the Company willstrive to promote its high-quality development and become a high-quality world-class comprehensiveport service provider. While cultivating new innovative businesses with a focus on core portbusinesses, strengthening the supporting role of scientific and technological innovation and buildingan independent and controllable terminal operating system, it will strive to build a smart and diverseport ecosystem. By actively exploring and participating in global port resource integrationopportunities, optimizing the port network system on a continuous basis and strengthening externaland internal coordination, we will provide customers with more economical, higher-quality, and moreefficient service solutions and deepen strategic cooperation with customers, thus creating greatervalue for the Company and more returns for shareholders, and making an important contribution tomaintaining the safety, stability, and smoothness of the supply chain.Review for the yearIn 2022, the long-tail effect of "Black Swan" events such as the conflict between Russia and Ukrainecontinued to affect countries around the world, geopolitical conflicts between regions intensified, anew round of global inflation spread, and interest rates and exchange rates continued to fluctuate.These uncertain factors continued to increase, which led to unstable and uneven development trendof global economic recovery and also brought certain challenges to the daily operation andmanagement of enterprises. Facing the complex external environment, the Company activelyresponded to various challenges, focused on key areas of work, such as development of leading ports,deepening reform, business expansion, technological innovation, comprehensive development, smartoperation, asset optimization, and ESG, and successfully accomplished its strategic goals and variousoperational objectives of the year.Financial performance: In 2022, the Company achieved operating income of RMB16.23 billion, upby 6.19% year-on-year. The net profit attributable to the parent company was RMB3.34 billion, upby 24.26% year-on-year. Deduction of non net profit attributable to the parent company wasRMB3.35 billion, up by 42.00% year-on-year. A number of business performances hit record highs.
Business performance: In terms of container business, the Company handled a total containerthroughput of 145.948 million TEUs in 2022, up by 7.0% year-on-year, of which the containerthroughput handled by mainland port projects was 105.174 million TEUs, up by 10.5% year-on-year,which was better than the average growth level of national ports; In terms of bulk cargo business, theCompany handled a bulk cargo volume of 740 million tonnes in 2022, representing an increase of
20.6% year-on-year, mainly because the Company, as a strategic investor, completed the subscriptionfor the A Shares of Ningbo Port issued under the non-public issuance of A Shares in 2021, and thebusiness volume of Ningbo Port has been included in the Company's statistics from October 2022,bringing 8.172 million TEUs of containers and 150 million tonnes of bulk cargo increments in 2022.In terms of key priorities, firstly, we achieved results in the construction of strong ports. The marketshare of the West Shenzhen homebase port in the three ports in South China increased by 1.2percentage points to 19.1%, and the South China bulk cargo operation center was established, openinga new high-quality development pattern for bulk cargo in the West Shenzhen homebase port; theregional influence of the overseas home port has increased, and revenue and net profit of CICT in SriLanka hit new highs since the opening of the port, enhancing the leading position of the ports in termsof the market share. Secondly, we achieved fruitful results in the capital operation. The non-publicissuance of A shares by the Company to Zhejiang Seaport Group and the non-public issuance of Ashares by Ningbo Port to the Company have been completed, strengthening the comprehensive hubrole of both ports; The Company's holding subsidiary, China Merchants Port, increased itsshareholding in SIPG Group to 28.05%, consolidating its position as the second largest shareholder;China Merchants Port increased its shareholding in AAT and held 34.6% interests as the secondlargest shareholder, optimizing the layout of the logistics supply chain in the Guangdong-Hong Kong-Macao Greater Bay Area; the Company increased its shareholding of Antong Holdings to 6.83%,further expanding the influence of the port and shipping business. Thirdly, we deepened reform tostimulate vitality. The Company was selected as one of the “Double Hundred Enterprises" for thereform of state-owned enterprises. Focusing on the “double-hundred action”, the Company deepenedand promoted the reform of mixed ownership, improved the efficiency of corporate governanceoperations, strengthened the reform of the employment mechanism and the construction of theinternational talent system, and comprehensively improved the level of party leadership and partybuilding in the enterprise, injecting new impetus for enterprise development. Fourthly, newbreakthroughs were achieved in smart technology. A TOS project was granted by the Ministry ofTransport to CMIT, and China Merchants' smart port solution achieved phased results; the Mawanautonomous driving project was successfully selected as the first batch of pilot applications for smarttransportation by the Ministry of Transport, and the smart port solution was selected as arecommendation catalogue for successful technological innovation by central enterprises, and wonthe only special prize for scientific and technological progress of the China Ports & HarboursAssociation in 2021.OutlookLooking forward to 2023, as the energy shock caused by the conflict between Russia and Ukrainecontinues to stimulate inflation and increase global risks, economic growth will face greateruncertainty. The global economy will enter a recovery stage of low-to-medium growth, and trends in
major economies and emerging economies will diverge. 2023 is a critical year for China to implementthe "14
th
Five-Year Plan". China will overcome the adverse effects of various unexpected shocks onthe economy, and strive to achieve steady improvement in quality and reasonable growth in quantityin terms of its economic development. It is expected that with the gradual implementation of variouseconomic stabilization policies and the continuous release of the effects of various trade agreements,China will further enhance the flow of elements of cross-border trade, enhance the momentum ofcommodity import and export, and provide new growth opportunities for the port industry. In addition,the coordinated transformation and development of port digitalization and greenization will alsoinject new development momentum into the port industry.In 2023, the Company will continue to grasp the general thrust of seeking progress while maintainingstability, and strive to build a comprehensive port service system with stronger innovation and higheradded value based on the two-wheel drive model of "endogenous growth" and "innovation upgrading".In terms of home port construction, the West Shenzhen homebase port will continue to optimize thelayout of the logistics supply chain in the Guangdong-Hong Kong-Macao Greater Bay Area. Overseashome ports will continue to promote the construction of CICT+HIPG "Gemini(双子星)" South Asiaregional international shipping center; in terms of technological innovation, the Company will adhereto innovation-driven principle, promote the Company's industrial transformation and upgrading andsustained and stable growth; in terms of market expansion, the Company will change fromshopkeepers (坐商) into itinerant merchants (行商), adhere to customer-centric and market-orientedprinciple, and comprehensively improve business development; in terms of operation management,the Company will accelerate the construction of "empowerment-specialty-value” operationmanagement and control system; in terms of comprehensive development, domestic comprehensivedevelopment should do a good job in planning and construction and focus on bonded logisticsinnovation business, and overseas comprehensive development will continue to improve thecomprehensive development model of “Port-Park-City”; in terms of capital operation , the Companywill continue to improve capital operation, promote the creation of financial value, and preventinvestment risks. Through the implementation of the above business plan, the Company will achieveleapfrog and higher quality development.AppreciationIn 2022, facing the complicated external environment and risk challenges, the Company adhered toits strategic directives, took the initiative to embrace changes, and thus recorded positive results forvarious tasks and its operating performances have been growing steadily year-on-year. All of thesecould not be accomplished without the dedication from all of our staff and the support from ourshareholders, investors, business partners, and those in the society who have taken to heart theCompany’s interest. For this, I would like to extend my most sincere appreciation and deepestgratitude.
Deng Renjie
Chairman
Part I Important Notes, Table of Contents and DefinitionsThe Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,supervisors and senior managers of China Merchants Port Group Co., Ltd. (hereinafter referred to asthe “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of thisReport and its summary, and shall be jointly and severally liable for any misrepresentations,misleading statements or material omissions therein.Wang Xiufeng, the Company’s legal representative, Tu Xiaoping, the Company’s Chief FinancialOfficer, and Huang Shengchao, the person-in-charge of the accounting organ hereby guarantee thatthe financial statements carried in this Report are factual, accurate and complete.All the Company’s directors have attended the Board meeting for the review of this Report and itssummary.Any forward-looking statements such as future plans or development strategies mentioned hereinshall not be considered as the Company’s promises to investors. And investors are reminded toexercise caution when making investment decisions. Possible risks faced by the Company andcountermeasures have been explained in “Part III Management Discussion and Analysis” herein,which investors are kindly reminded to pay attention to.Securities Times, China Securities Journal, Shanghai Securities News, Ta Kung Pao (HK) andwww.cninfo.com.cn have been designated by the Company for information disclosure. And allinformation about the Company shall be subject to what’s disclosed on the aforesaid media. Investorsare kindly reminded to pay attention to these media.The Board has approved a final dividend plan as follows: based on 2,499,074,661 shares, a cashdividend of RMB4.50 (tax inclusive) per 10 shares is to be distributed to shareholders, with no bonusissue from either profit or capital reserves.This Report and its summary have been prepared in both Chinese and English. Should there be anydiscrepancies or misunderstandings between the two versions, the Chinese version shall prevail.
Table of Contents
Chairman’s Statement ...... 2
Part I Important Notes, Table of Contents and Definitions ...... 4
Part II Corporate Information and Key Financial Information ...... 9
Part III Management Discussion and Analysis ...... 17
Part IV Corporate Governance ...... 61
Part V Environmental and Social Responsibility ...... 103
Part VI Significant Events ...... 121
Part VII Share Changes and Shareholder Information ...... 158
Part VIII Preference Shares ...... 169
Part IX Bonds ...... 170
Part X Financial Statements ...... 185
Documents Available for ReferenceI. Financial Statements carrying the signatures and stamps of the Company Principal, the ChiefFinancial Officer and the person in charge of accounting firm;II. The 2022 Auditor's Report stamped by the accounting firm and signed and stamped byregistered accountants; andIII. Original copies of all documents and the announcements thereof disclosed in the ReportingPeriod on Securities Times, China Securities Journal, Shanghai Securities News, Ta Kung Pao(HK) and www.cninfo.com.cn.
Definitions
Term
| Term | Definition |
| The “Company”, “CMPort” or “we” | China Merchants Port Group Co., Ltd., formerly known as “Shenzhen Chiwan Wharf Holdings Limited” |
| CMG | China Merchants Group Co., Limited |
| CMPort Holdings | China Merchants Port Holdings Company Limited (00144.HK) |
| CMGD | China Merchants Gangtong Development (Shenzhen) Co., Ltd., a Broadford Global majority-owned subsidiary in Shenzhen |
| CND Group | China Nanshan Development (Group) Inc. |
| Chiwan Wharf | Shenzhen Chiwan Wharf Holdings Limited (stock name: Chiwan Wharf/ Chiwan Wharf-B; stock code: 000022/200022) |
| Malai Storage | Shenzhen Malai Storage Co., Ltd. |
| CMPID | China Merchants Port Investment Development Company Limited |
| The “Assets Purchase via Share Offering” | Chiwan Wharf’s purchase of 1,313,541,560 ordinary CMPort Holdings shares from CMPID via share offering |
| Broadford Global | Broadford Global Limited, a wholly-owned subsidiary of CMG Hong Kong |
| CSRC | China Securities Regulation Commission |
| TEU | Twenty Foot Equivalent Unit |
| CM ePort | The wharf e-commerce platform, i.e. the unified customer service platform |
| Shunde New Port | Guangdong Yide Port Limited |
| Dongguan Machong | Dongguan Chiwan Port Service Co., Ltd. |
| SIPG | Shanghai International Port (Group) Co., Ltd. |
| CMICT | Ningbo Daxie China Merchants International Container Terminal Co., Ltd. |
| Ningbo Port | Ningbo Zhoushan Port Company Limited |
| Liaoning Port/ Dalian Port | Liaoning Port Co., Ltd., formerly known as Dalian Port (PDA) Company Limited |
| Yingkou Port | Yingkou Port Co., Ltd. |
| QQCTU | Qingdao Qianwan United Container Terminal Co., Ltd. |
| QQTU | Qingdao Qianwan United Terminal Co., Ltd. |
| Qingdao Dongjiakou | Qingdao Port Dongjiakou Ore Terminal Co., Ltd. |
| Laizhou Port | Yantai Port Group Laizhou Port Co. LTD |
| Tianjin Port Container Terminal | Tianjin Port Container Terminal Co., Ltd. |
| Shantou Port | Shantou CMPort Group Co., Ltd. |
| Zhangzhou Port | Zhangzhou China Merchants Port Co., Ltd. |
| Xiamen Port | Zhangzhou China Merchants Xiamen Port Affairs Co., Ltd. |
| Zhanjiang Port | Zhanjiang Port (Group) Co., Ltd. |
| CMCS | China Merchants Container Services Limited |
| Modern Terminals | Modern Terminals Limited |
| Taiwan Kao Ming Container | Kao Ming Container Terminal Corp. |
| CICT | Colombo International Container Terminals Ltd. |
HIPG
| HIPG | Hambantota International Port Group |
| TCP | TCP Participa??es S.A. |
| LCT | Lome Container Terminal Ltd. |
| TICT | Tin-Can Island Container Terminal Ltd. |
| PDSA | Port de Djibouti S.A. |
| Kumport | Kumport Liman Hizmetleri ve Lojistik Sanayi ve Ticaret Anonim Sirketi |
| TL | Terminal Link S.A.S. |
| Haixing Harbor | Shenzhen Haixing Harbor Development Co., Ltd. |
| SASAC of the State Council | State-Owned Assets Supervision and Administration Commission of the State Council |
| CMB | China Merchants Bank Co., Ltd. |
| Seaport Group | Zhejiang Provincial Seaport Investment & Operation Group Co. Ltd. |
| Ningbo Zhoushan Port Group | Ningbo Zhoushan Port Group Co., Ltd. |
| The cninfo website | www.cninfo.com.cn |
| SZSE | Shenzhen Stock Exchange |
| The “Articles of Association” | The Articles of Association of China Merchants Port Group Co., Ltd. |
| RMB RMB’0,000 RMB’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) |
Note: In this Report, certain total numbers may not be exactly equal to the summation of their sub-item numbers as a result of roundoff.
Part II Corporate Information and Key Financial InformationI Corporate Information
Stock name
| Stock name | CM Port Group/ CM Port Group B | Stock code | 001872/201872 |
| Stock exchange for stock listing | Shenzhen Stock Exchange | ||
| Company name in Chinese | 招商局港口集团股份有限公司 | ||
| Abbr. | 招商港口 | ||
| Company name in English | China Merchants Port Group Co., Ltd. | ||
| Abbr. | CMPort | ||
| Legal representative | Wang Xiufeng | ||
| Registered address | 23-25/F, China Merchants Port Plaza, 1 Gongye 3rd Road, Zhaoshang Street, Nanshan, Shenzhen, PRC | ||
| Zip code | 518067 | ||
| Changes of registered address | On 14 December 2018, the Company completed the formalities with the competent industrial and commercial administration to change its registered address from “8/F, Chiwan Petroleum Plaza, Zhaoshang Street, Nanshan, Shenzhen, PRC” to “23-25/F, China Merchants Port Plaza, 1 Gongye 3rd Road, Zhaoshang Street, Nanshan, Shenzhen, PRC”. | ||
| Office address | 23-25/F, China Merchants Port Plaza, 1 Gongye 3rd Road, Zhaoshang Street, Nanshan, Shenzhen, PRC | ||
| Zip code | 518067 | ||
| Company website | http://www.cmp1872.com | ||
| Email address | Cmpir@cmhk.com | ||
II Contact Information
| Board Secretary | Securities Representative | |
| Name | Li Yubin | Hu Jingjing |
| Address | 24/F, China Merchants Port Plaza, 1 Gongye 3rd Road, Zhaoshang Street, Nanshan, Shenzhen, PRC | 24/F, China Merchants Port Plaza, 1 Gongye 3rd Road, Zhaoshang Street, Nanshan, Shenzhen, PRC |
| Tel. | +86 755 26828888 | +86 755 26828888 |
| Fax | +86 755 26886666 | +86 755 26886666 |
| Email address | Cmpir@cmhk.com | Cmpir@cmhk.com |
III Media for Information Disclosure and Place where this Report Is Lodged
| Stock exchange website where this Report is disclosed | http://www.szse.cn |
Media and website where this Report isdisclosed
| Media and website where this Report is disclosed | Securities Times, China Securities Journal, Shanghai Securities News, Ta Kung Pao (HK) and www.cninfo.com.cn |
| Place where this Report is lodged | Board Office |
IV Change to Company Registered Information
| Unified social credit code | 91440300618832968J |
| Change to principal activity of the Company since going public (if any) | On 14 December 2018, the Company changed its business scope registered with the industrial and commercial administration. The new business scope includes: construction, management and operation of ports and wharves; bonded warehousing of various goods for import and export; development, construction and operation of supporting parks in ports; loading, unloading, transhipment, warehousing and transportation of international and domestic goods and processing of goods; devanning and LCL operations, cleaning, repairing, manufacturing and leasing of containers; international freight forwarding; vehicle and ship leasing; the provision of ship and port services including the provision of fuels, supplies and daily necessities for ships; ship towing (no operation using foreign ships); leasing and repair services of port facilities, equipment and machinery; import and export of various goods and technologies on a self-operation or agency basis, excluding the goods and technologies restricted or forbidden for import and export by the state; port logistics and port information technology consulting services; technical development and services in respect of modern logistics information systems; supply chain management and related services; design of logistics plans; engineering project management; development, research and consulting services in respect of port engineering technologies. (In respect of any operations that require approval according to law, the approval must be obtained before operation). |
Every change ofcontrolling shareholdersince incorporation (ifany)
| Every change of controlling shareholder since incorporation (if any) | 1. On 8 June 2018, as the ownership of 209,687,067 Chiwan Wharf shares formerly held by CND Group and 161,190,933 Chiwan Wharf shares formerly held by Malai Storage was officially transferred to CMGD, CMGD, holding 57.52% of the Company’s outstanding share capital, became the controlling shareholder of the Company. Meanwhile, CMG remains the actual controller of the Company. 2. On 26 December 2018, the Company issued RMB-denominated ordinary shares (A-shares) at RMB21.46/share to CMPID for the acquisition of the 1,313,541,560 CMPort Holdings ordinary shares that it held. Upon the Acquisition, the Company’s total share capital has become 1,793,412,378 shares. Meanwhile, as Broadford Global controls an 87.81% aggregated voting right in the Company (direct interests and interests through CMPID and CMGD), it is the direct controlling shareholder of the Company. Meanwhile, CMG remains the actual controller of the Company. 3. Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. subscribed for 576,709,537 shares of the Company offered in a non-public manner at RMB18.50 per share. The subscribed shares were floated on Shenzhen Stock Exchange on 12 October 2022. Upon the Acquisition, Broadford Global directly holds the Company’s equity and controls an 63.02% aggregated voting right in the Company through controlling CMPID and CMGD. Broadford Global is the direct controlling shareholder of the Company. Meanwhile, CMG remains the actual controller of the Company. |
V Other InformationThe independent audit firm hired by the Company:
| Name | Deloitte Touche Tohmatsu Certified Public Accountants LLP |
| Office address | 30/F, 222 Yan An Road East, Huangpu District, Shanghai, P.R.C. |
| Accountants writing signatures | Li Weihua, and Wang Hongmei |
The independent sponsor hired by the Company to exercise constant supervision over the Companyin the Reporting Period:
| Name | Office address | Representatives | Period of supervision |
| China International Capital Corporation Limited | 27/F and 28/F, Tower 2, China World Trade Center, 1 Jianguomenwai Avenue, Chaoyang District, Beijing | Wu Jiaqing, and Peng Yanzhe | 12 October 2022 - 31 December 2023 |
| China Merchants Securities Co., Ltd. | No.111, Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong, P.R.China | Wang Dawei, and Li Mingze | 12 October 2022 - 31 December 2023 |
VI Key Financial InformationIndicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes √ No
| 2022 | 2021 | 2022-over- 2021 change | 2020 | |
| Operating revenue (RMB) | 16,230,489,127.55 | 15,283,808,174.60 | 6.19% | 12,756,744,317.91 |
| Net profit attributable to the listed company’s shareholders (RMB) | 3,337,446,222.82 | 2,685,829,204.07 | 24.26% | 2,073,844,409.04 |
| Net profit attributable to the listed company’s shareholders before exceptional gains and losses (RMB) | 3,345,170,153.81 | 2,355,700,274.23 | 42.00% | 1,271,352,002.64 |
| Net cash generated from/used in operating activities (RMB) | 6,920,377,390.35 | 6,510,326,570.48 | 6.30% | 5,551,289,013.01 |
| Basic earnings per share (RMB/share) | 1.61 | 1.40 | 15.00% | 1.08 |
| Diluted earnings per share (RMB/share) | 1.61 | 1.40 | 15.00% | 1.08 |
| Weighted average return on equity (%) | 7.54% | 6.99% | 0.55% | 5.67% |
| 31 December 2022 | 31 December 2021 | Change of 31 December 2022 over 31 December 2021 (%) | 31 December 2020 | |
| Total assets (RMB) | 197,525,530,887.76 | 175,984,101,168.66 | 12.24% | 168,728,326,345.77 |
| Equity attributable to the listed company’s shareholders (RMB) | 54,267,143,304.02 | 39,801,188,662.13 | 36.35% | 37,165,277,744.78 |
Indicate by tick mark whether the lower of the net profit attributable to the listed company’sshareholders before and after exceptional gains and losses was negative for the last three accountingyears, and the latest independent auditor’s report indicated that there was uncertainty about theCompany’s ability to continue as a going concern.
□ Yes √ No
Indicate by tick mark whether the lower of the net profit attributable to the listed company’sshareholders before and after exceptional gains and losses was negative.
□ Yes √ No
The total share capital at the end of the last trading session before the disclosure of this Report:
Total share capital at the end of the last trading sessionbefore the disclosure of this Report (share)
| Total share capital at the end of the last trading session before the disclosure of this Report (share) | 2,499,074,661 |
Fully diluted earnings per share based on the latest total share capital above:
| Fully diluted earnings per share based on the latest total share capital above (RMB/share) | 1.3355 |
VII Accounting Data Differences under China’s Accounting Standards for BusinessEnterprises (CAS) and International Financial Reporting Standards (IFRS) and ForeignAccounting Standards
1. Net Profit and Equity under CAS and IFRS
□ Applicable √ Not applicable
No difference for the Reporting Period.
2. Net Profit and Equity under CAS and Foreign Accounting Standards
□ Applicable √ Not applicable
No difference for the Reporting Period.
3. Reasons for Accounting Data Differences between Domestics and Foreign AccountingPrinciple
□ Applicable √ Not applicable
VIII Key Financial Information by Quarter
Unit: RMB
| Q1 | Q2 | Q3 | Q4 | |
| Operating revenue | 4,020,203,113.25 | 4,130,259,253.94 | 3,971,339,655.24 | 4,108,687,105.12 |
| Net profit attributable to the listed company’s shareholders | 859,493,121.60 | 1,122,368,203.02 | 771,042,670.19 | 584,542,228.01 |
| Net profit attributable to the listed company’s shareholders before exceptional gains and losses | 838,801,864.90 | 1,081,747,380.70 | 738,503,229.51 | 686,117,678.70 |
Net cash generatedfrom/used in operatingactivities
| Net cash generated from/used in operating activities | 999,264,265.35 | 2,221,986,911.74 | 1,782,510,001.40 | 1,916,616,211.86 |
Indicate by tick mark whether any of the quarterly financial data in the table above or theirsummations differs materially from what have been disclosed in the Company’s quarterly or semi-yearly reports.
□ Yes √ No
IX Exceptional Gains and Losses
Unit: RMB
| Item | 2022 | 2021 | 2020 | Note |
| Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs) | -104,372,804.10 | 233,551,553.79 | 1,480,572,929.90 | - |
| Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Company’s ordinary course of business at fixed quotas or amounts as per the government’s uniform standards) | 196,086,614.17 | 314,172,152.25 | 238,216,977.76 | - |
| Capital occupation charges on non-financial enterprises that are charged to current profit or loss | 189,123,975.49 | 232,343,789.35 | 232,906,880.87 | - |
| Current profit or loss on subsidiaries obtained in business combinations involving enterprises under common control from the period-beginning to combination dates, net | - | -3,255,790.50 | - | - |
| Gain or loss on fair-value changes in held-for-trading | -129,033,650.11 | 221,242,275.17 | -409,658,173.58 | - |
financial assets andliabilities & incomefrom disposal ofheld-for-tradingfinancial assets andliabilities andavailable-for-salefinancial assets(exclusive of theeffective portion ofhedges that arise inthe Company’sordinary course ofbusiness)
| financial assets and liabilities & income from disposal of held-for-trading financial assets and liabilities and available-for-sale financial assets (exclusive of the effective portion of hedges that arise in the Company’s ordinary course of business) | ||||
| Reversed portions of impairment allowances for receivables which are tested individually for impairment | 18,730,660.58 | 93,196.96 | 46,709,066.77 | - |
| Custodian fees earned from entrusted operation | - | 1,663,396.22 | 1,886,792.45 | - |
| Non-operating income and expense other than the above | 216,674,035.87 | -4,065,501.22 | -42,615,710.20 | - |
| Other gains and losses that meet the definition of exceptional gain/loss | -213,574,591.16 | - | 753,988,749.80 | The operating compensation payable by a subsidiary of the Company to the holding company of its minority shareholders under the agreement. In 2022, the Company confirmed the compensation equivalent to RMB 213,574,591.16. As of 31 December 2022, the reserve for credit losses has been fully withdrawn. |
| Less: Income tax effects | 12,258,847.06 | 181,130,994.22 | 241,651,237.66 | - |
| Non-controlling interests effects (net of tax) | 169,099,324.67 | 484,485,147.96 | 1,257,863,869.71 | - |
| Total | -7,723,930.99 | 330,128,929.84 | 802,492,406.40 | -- |
Particulars about other gains and losses that meet the definition of exceptional gain/loss:
□ Applicable √ Not applicable
No such cases for the Reporting Period.Explanation of why the Company reclassifies recurrent gain/loss as an exceptional gain/loss itemlisted in the Explanatory Announcement No. 1 on Information Disclosure for Companies OfferingTheir Securities to the Public—Exceptional Gain/Loss Items:
□ Applicable √ Not applicable
No such cases for the Reporting Period.
Part III Management Discussion and AnalysisI Industry Overview of the Company during the Reporting Period
1. External environment analysis
(1) Macroeconomic environment
In 2022, since the outbreak of the Russia-Ukraine conflict, developed economies led by Europe andthe United States jointly imposed sanctions on Russia, which resulted in global food, energy and othercommodities prices soaring, triggered global inflation, reduced the demand from global trade andconsumption, further casting a serious impact on the global economic prospects and posing moreuncertainties on the global economic and trade development. In order to curb the increasingly severeinflation, the United States and the European Union have accelerated monetary tightening andconstantly raised the benchmark loan rate. The global liquidity was facing a realignment, which addedto the pressure on global economic and trade recovery. According to the “World Economic Outlook”report published by the International Monetary Fund (IMF) in January 2023, the global economy in2022 was expected to grow by 3.4%, among which developed economies and emerging economiesgrew by 2.7% and 3.9%, respectively.In view of the complex and volatile international situation and surrounding environment, China’sdomestic economy has withstood the impact and influence arising from factors beyond the expected,showing its strong resilience and growth potential, and maintaining its long-term positive growthtrend. According to the National Bureau of Statistics of China, the GDP of China increased by 3% in2022. As supply-side structural reform further deepened, and enterprises resumed work andproduction in an orderly manner, and the regional trade cooperation in the Asia-Pacific wasstrengthened, China would steadily achieve high-quality development and its economy was expectedto recover at a steady pace. According to the statistics published by the General Administration ofCustoms of China, the total value of foreign trade of import and export of China amounted toRMB42.07 trillion in 2022, representing a year-on-year increase of 7.7%, among which the exportvalue was RMB23.97 trillion, up by 10.5%, and the import value was RMB18.1 trillion, up by 4.3%.The trade surplus was RMB5.87 trillion.
(2) Market environment of the port and shipping industry
In the first half of 2022, the worsening labor strikes in European and American ports and the greatimpact on the global commodities arising from the Russia-Ukraine conflict, which led to theadjustment of routes, ship delays, port congestion and container shortage from time to time. Thefreight rate in the international market was still higher than that of the same period last year in spiteof its downward trend. In the second half of 2022, European and American ports resumed their normalproduction activities successively, and the ordering of new ships and the orderly delivery ofcontainers significantly increased the shipping capacity. The freight rate in the international marketwas officially on a downward trajectory, and the “disruption” situation of the maritime logistics
supply chain was gradually eased. As new opportunities have been emerging in the industry,digitalization, new energy and green infrastructure added new impetus to the industry transformationand development. Under such circumstances, the global container throughput increased steadily in2022, and China's industrial chain and supply chain maintained its overall steady operation, keepingits strong position in the global industrial chain and supply chain pattern. In 2022, the containerthroughput handled by major domestic ports recorded a significant increase. According to the nationalport throughput data published by the Ministry of Transport of China in January 2023, the containerthroughput handled by the national ports reached 296 million TEUs in 2022, representing an increaseof 4.7% year-on-year, and the national port cargo throughput reached 15,685 million tonnes,representing an increase of 0.9% year-on-year.
(3) The Company’s industry position
The port industry is a crucial foundation of national economy and social progress, and is closelylinked to global economic and trade development. The Company is the China’s largest and globalleading port developer, investor, and operator, with a comprehensive port network across the hublocations along coastal area of China, as well as Asia, Africa, Europe, Mediterranean Sea, Oceania,South and North America, amongst others. Upholding an enterprising, steady and efficient operatingstyle, the Company capitalises on its global port portfolio, professional management experience, theself-developed state-of-the-art terminal operation system and integrated logistics managementplatform for exports and imports, thereby providing its customers with timely and efficient port andmaritime logistics services along with comprehensive and modern integrated logistics solutions. Inaddition, the Company also invests in bonded logistics business and launches integrated parkdevelopment business, promotes the transformation and upgrade of the port industry, develops portsupporting industries, and is committed to improving the industrial efficiency and creating greatervalue through the synergy within existing terminal network.II Principal Activities of the Company during the Reporting PeriodThe Company is principally engaged in port operations, ancillary port-related services and bondedlogistics operations. The port operations include containers and bulk cargos, with a comprehensiveport network across the hub locations along coastal China, and the terminals which the Companyinvested in or invested in and managed are located in hub locations across Hong Kong, Taiwan,Shenzhen, Ningbo, Shanghai, Qingdao, Tianjin, Dalian, Zhangzhou, Zhanjiang, and Shantou, as wellas in Asia, Africa, Europe, Oceania, South and North America, amongst others. The ancillary port-related services mainly include smart port solutions, an open platform for smart ports, smart porttechnology operation and other port information technology businesses, as well as port tug servicesand port trimming services, engineering supervision and management business. The bonded logisticsoperations mainly include the provision of warehousing leasing, customs clearance, division ormerger of cargoes, documentation and other services for customers in Shenzhen Qianhaiwan BondedPort Zone, Qingdao Qianwan Bonded Port Zone, Tianjin Dongjiang Bonded Port Zone, the free tradezone in Djibouti and Hambantota industrial park.The main business segments of the Company are as follow:
Businesssegments
| Business segments | Applications area |
| Port operations | Containers: the Company provides ship berthing, loading and unloading services for ship companies, offers container storage service to ship companies and cargo owners and provides overhead box services for tractor companies. The Company also engages in the businesses of division or merger of cargoes in containers, container leasing and container; Bulk cargoes: the Company is engaged in bulk cargo handling and transportation in port zones, as well as storage services in yards. The major types of cargoes handled include food, steel, woods. |
| Ancillary port-related services | The ancillary port-related services mainly include smart port solutions, an open platform for smart ports, smart port technology operation and other port information technology businesses, as well as port tug services and port trimming services, engineering supervision and management business. |
| Bonded logistics operations | The Company provides various services for clients (including logistics companies, trading companies or cargo owners), for example, warehouse/yard leasing, loading and unloading in warehouses/yards, customs clearance and division or merger of cargoes at terminals. It also provides documentation services for tractors arriving or leaving the bonded logistics parks. |
III Core Competitiveness Analysis
1. Sound shareholder background and resource integration capabilityCMG, the de facto controller of the Company, was established in 1872, 151 years ago, and isforerunner of China's industrial and commercial sectors with excellent resource integrationcapabilities and strong brand power. It is a key state-owned enterprise under the direct administrationof the PRC central government. Headquartered in Hong Kong, CMG is an integrated enterprise withdiversified businesses and one of the four major Chinese enterprises in Hong Kong. Currently, itmainly focusses on three core industries, namely transportation & logistics, integrated finance andcomprehensive development of cities and industrial zones. In recent years, it has successively realizedthe transformation from these three primary industries to the three major platforms of industrialmanagement, financial services, investment and capital operation, and also began to deploy itsfootprint in big health, testing and other sectors. CMG has been rated as a Grade A enterprise in theOperating Results Assessment of the State-owned Assets Supervision and AdministrationCommission of the State Council for 18 consecutive years, and is a central state- owned enterprisethat owns two Fortune 500 companies. CMG ranked among the top of state-owned enterprises interms of net profit and assets under management.CMG has accelerated international development and preliminarily formed a relatively completenetwork of overseas port, logistics, finance and park business. By virtue of the sound shareholderbackground and ample domestic and overseas resources of CMG, CMPort strives to create a globalport investment and operation platform with international vision and global expansion capabilities aswell as an interconnected international port comprehensive service system, with a view to being aworld-class comprehensive port service provider and standing out from peers in the intensified globalcompetition.
2. Well-balanced global port network distribution capability
As an important carrier for domestic and overseas port investment and operation of CMG, theCompany continues to conduct in-depth research on the current development situation and trends ofthe global industrial chain and supply chain, follows the development trend and pattern of the globaltrade and industry, seizes the significant national strategic opportunities arising from the constructionof the Guangdong-Hong Kong-Macao Greater Bay Area, the integration of the Yangtze River Deltaand the building of a national unified market, continually optimizes the global port network, andproperly invests in hub and gateways of strategic significance around the world.In recent years, through mergers, acquisitions, restructuration, renovation of old ports, and buildingof new ports, the Company has gradually built a modern port ecosystem with global coverage, furtherenhancing the value of the port industry and pushing forward balanced regional development. Afteryears of overseas development, CMPort has formed a global business layout. Its port networkcomprises 50 ports which are located in 25 countries and regions on six continents. Adhering to theprinciple of “extensive consultation, joint development and shared benefits”, CMPort has developedlocal-based business operation and formed a community of shared future with various countries andregions, expanded its new international cooperation based on the consolidation of connectivity andcooperation, forged ahead together toward the high-quality development. CMPort has arranged itsport network proportionately in different areas, optimized its port business and investment portfolio,and balanced its investment portfolio within the life cycle of ports, which has enhanced its capabilitiesof resisting risks of industry fluctuations, trade fictions and unexpected events to a larger extent.
3. Consistently optimized supply chain comprehensive service capabilityWith the overarching objective of becoming a high-quality and world-class comprehensive portservice provider, the Company keeps optimizing supply chain comprehensive service capability frommultiple perspectives. First, in respect of the advanced comprehensive development capability, takingport business as the core and leveraging the synergy of different port zones as well as city-industryintegration, the Company continually explores the comprehensive port development model of “Port-Park-City”. Based on the traditional loading and discharging and ancillary services at ports, itestablished the comprehensive development model that offered high value-added services toenterprises. Currently, the Company has participated in promoting the comprehensive portdevelopment model of “Port-Park-City” in various overseas regions and has achieved remarkableresults and helped foster new profit growth points for the Company. Secondly, in respect of moderncomprehensive logistics service capability, the Company aims at increasing its global presence withshipping routes across five continents. As both the shipping and port sectors gradually shifted to formalliances, the Company is actively integrating its domestic and overseas port assets and capitalises onits relatively complete global port network to provide customers with comprehensive port logisticsservice solutions, forming its unique competitive strength. The Company actively promotes the“coordinated port framework” with the West Shenzhen Port Zone as its core and a wide reach thatspreads to Chu Kong River port group, in order to build combined transport channels in theGuangdong-Hong Kong-Macao Greater Bay Area, and realize the free trade of foreign goods in portgroup in the Guangdong-Hong Kong-Macao Greater Bay Area. The Guangdong-Hong Kong-MacaoGreater Bay Area Combined Port Platform based on blockchain technology has been included in the
first batch of national pilot reform projects for business environment innovation, and won the bestinstitutional Innovation Case of Guangdong Free Trade Zone in 2021 (广东自贸区2021年最佳制度创新案例). As at the end of 2022, the project opened 25 coordinated ports, served more than 4,700import and export enterprises in the Greater Bay Area, handled barge business of approximately 5,300ships and vessel business of approximately 7,000 ships, served 68 large-scale customs brokers, 26barge companies, 15 shipping agencies and liner companies and 412 barges online, and a total of260,000 TEUs were handled.
4. Self-innovative intelligent port construction capability
To provide strong support for leading the technological innovation and industrial application of newintelligent port, the Company actively seized the development opportunity in the wave of newtechnologies, and promoted the digitalization transformation and intelligent upgrade of ports through“CM Chip”, “CM ePort” and Smart Management Platform (SMP). “CM Chip” is the port productionand operation system self-developed by China Merchants International Technology CompanyLimited, including Container Terminal Operation System (CTOS), Bulk Cargo Terminal OperationSystem (BTOS), and Logistic Park Operation System (LPOS), with a view to realizing the digitizationand intellectualization of production and operation. Currently, the Company’ self-developed seriesproducts of “CM Chip” have been fully applied in domestic and overseas terminals that the Companymainly controls, which comprehensively enhances the core competitiveness of modern ports, and hasbeen launched and promoted across the industry. Based on the Company’s global port network, “CMePort” is a digitalized comprehensive service ecology platform facing the whole port shippinglogistics industry and integrating port, shipping, logistics and third-party ecommerce platform. Itprovides services such as intelligent logistics, intelligent port as well as intelligent finance andbusiness, promotes construction of intelligent port ecology circle, facilitates transactions betweenlogistics-related parties through the platform for more efficiency, and delivers innovative portservices under an advanced business model. “SMP” is a united platform that runs through the wholeprocess, connects the whole scene, and docks the whole system of the enterprise, so as to achievecomprehensive digital management of business process, and provide a one-stop operating model forthe Decision-making personnel, Management and Executive to support the management decisionbased on the presentation and analysis of global business core data. “SMP” adheres to thecombination of top-level design and iterative development mode, with digital technology as the keyforce, and the application of smart tools to drive the transformation of means, modes and concepts ofthe operation and management of CMPort.Focusing on nine major intelligent elements, namely “CM Chip, CM ePort, automation, intelligentports, 5G network application, blockchain, Beidou system, artificial intelligence, and green and low-carbon development”, the Company actively promotes intelligent port construction and builds“Mawan Smart Port”, the first 5G green and low-carbon intelligent port in the Guangdong-HongKong-Macao Greater Bay Area. Currently, Mawan Smart Port has become a benchmark for thetransformation of traditional terminals to efficient, safe, green and unmanned smart terminals,embarking on a new voyage toward powerful port of technology and forming intelligent portcomprehensive solutions with “CM Characteristics”. The "Research and application of KeyTechnologies for the digitization and intellectualization of traditional container terminals" of CMPort,
based on its major achievement, Mawan Smart Port, was honoured with the grand prize in 2021Science and Technology Progress Award of China Ports and Harbours Association.
5. Sound and efficient port management capability
Adhering to the proactive, sound and efficient operating style and benefiting from its global portassets and resources portfolio, the Company is committed to providing customers with timely andefficient port and maritime logistics services as well as professional and first-class solutions, and hasbecome the preferred partner for customers and an important gateway for the country’ s foreign trade,thereby making due contributions to the country’s foreign trade development. At the same time, theCompany also made an extensive investment in bonded logistics business to expand its port valuechain and enhance industrial value. Taking advantages of the synergy of its existing terminal network,the Company created values for both its customers and shareholders.The Company has earned itself good reputation across the industry by its professional managementexperience accumulated for years, its self-developed global leading terminal operating system andintegrated logistics management platform for import and export, its extensive maritime logisticssupport system with all-rounded modern integrated logistics solutions, and its high-qualityengineering management and reliable service offerings.IV Core Business Analysis
1. Port business review
(1) Overview of port business
In 2022, the Company’s ports handled a total container throughput of 145.948 million TEUs, up 7.0%year-on-year. Bulk cargo volume handled by the Company’s ports increased by 20.6% year-on-yearto 740 million tonnes. For container business, the Company’s ports in Mainland China handled acontainer throughput of 105.174 million TEUs, representing a year-on-year increase of 10.5%, portsin Hong Kong and Taiwan regions contributed a total container throughput of 6.897 million TEUs,representing a year-on-year decrease of 10.2%, and the total container throughput handled by theCompany’s overseas ports grew by 0.9% year-on-year to 33.877 million TEUs. In terms of bulk cargobusiness, the Company’s ports in Mainland China handled a bulk cargo volume of 734 million tonnes,up 20.9% year-on-year, and overseas ports handled a bulk cargo volume of 5.526 million tonnes,down 11.0% year-on-year.
Table 3-1 Throughput of the Company and changes in 2022
Item
| Item | 2022 | 2021 | Changes |
| Container throughput (’0,000 TEU) | 14,594.80 | 13,639.4 | 7.0% |
Among which: Mainland China
| Among which: Mainland China | 10,517.4 | 9,513.8 | 10.5% |
| Hong Kong and Taiwan | 689.7 | 768.4 | -10.2% |
Overseas
| Overseas | 3,387.7 | 3,357.2 | 0.9% |
Bulk cargo throughput (’0,000
tonnes)
| Bulk cargo throughput (’0,000 tonnes) | 73,953.4 | 61,308.5 | 20.6% |
Among which: Mainland China
| Among which: Mainland China | 73,400.8 | 60,687.5 | 20.9% |
| Overseas | 552.6 | 621.0 | -11.0% |
Note: 1. The statistics represented the total throughput of the holding subsidiaries, associates and jointventures of the Company; 2. Dalian Port Co., Ltd., the joint stock company, was generally changedto Liaoning Port Co., Ltd due to the merger of Yingkou Port Co., Ltd. by it through conversion andabsorption. As such, the Company has been including the business volume of Yingkou Port Co., Ltdsince February 2021; 3. In September 2022, as a strategic investor, the Company completed thesubscription of private placement of A shares of Ningbo Port for 2021, thus holding aggregate 23.08%equity of Ningbo Port and becoming the second largest shareholder of Ningbo Port. As such, theCompany has been including the business volume of Ningbo Pot since October 2022.
(2) Operation condition of port business by region
Table 3-2 Container throughput of the Company and changes in 2022 (in’0,000 TEU)
| Region and port company | 2022 | 2021 | Changes | ||
| Pearl River Delta | Holding company | West Shenzhen Port Zone | 1,332.3 | 1,283.4 | 3.8% |
| Shunde New Port | 41.0 | 45.8 | -10.5% | ||
| Joint stock company | Chu Kong River Trade Terminal | 87.1 | 102.8 | -15.3% | |
| Yangtze River Delta | Joint stock company | SIPG Group | 4,730.0 | 4,703.2 | 0.6% |
| Joint stock company | Ningbo Zhoushan Port (excluding Ningbo Daxie) | 817.2 | - | - | |
| Holding company | Ningbo Daxie | 317.4 | 340.7 | -6.8% | |
| Bohai Rim | Joint stock company | ||||
| Tianjin Port Container Terminal | 848.1 | 864.2 | -1.9% | ||
| QQCTU | 934.9 | 854.3 | 9.4% | ||
| Liaoning Port Co., Ltd. | 1,089.7 | 990.6 | 10.0% | ||
South-East
region ofMainland
China
| South-East region of Mainland China | Holding company | Zhangzhou Port | 33.2 | 26.7 | 24.3% |
| Shantou Port | 163.0 | 180.0 | -9.4% | ||
| South-West region of Mainland China | Holding company | Zhanjiang Port | 123.4 | 122.2 | 1.0% |
Hong Kongand Taiwan
| Hong Kong and Taiwan | Holding company/ | CMCS/Modern Terminals | 484.9 | 565.4 | -14.2% |
Jointstockcompany
| Joint stock company | |||||
| Joint stock company | Taiwan Kao Ming Container | 204.8 | 202.9 | 0.9% | |
| Overseas | |||||
| Holding company | CICT | 321.5 | 306.0 | 5.1% | |
| TCP | 115.6 | 110.1 | 5.0% | ||
| LCT | 160.3 | 162.6 | -1.4% | ||
| Joint stock company | TL | 2,575.9 | 2,552.3 | 0.9% | |
| Kumport | 120.9 | 124.8 | -3.1% | ||
| PDSA | 63.5 | 69.2 | -8.2% | ||
| TICT | 30.0 | 32.0 | -6.3% |
Total
| Total | 14,594.8 | 13,639.4 | 7.0% |
Note: 1. Dalian Port Co., Ltd., the joint stock company, was generally changed to Liaoning Port Co.,Ltd due to the merger of Yingkou Port Co., Ltd. by it through conversion and absorption. As such,the Company has been including the business volume of Yingkou Port Co., Ltd since February 2021.
2. In September 2022, as a strategic investor, the Company completed the subscription of privateplacement of A shares of Ningbo Port for 2021, thus holding aggregate 23.08% equity of Ningbo Portand becoming the second largest shareholder of Ningbo Port. As such, the Company has beenincluding the business volume of Ningbo Pot since October 2022.
Table 3-3 Bulk cargo volume handled by the Company and changes in 2022 (in ’0,000
tonnes)
| Region and port company | 2022 | 2021 | Changes |
Pearl River
Delta
| Pearl River Delta | Holding company | West Shenzhen Port Zone | 1,860.5 | 1,950.4 | -4.6% |
| Dongguan Machong | 1,501.5 | 1,609.7 | -6.7% | ||
| Shunde New Port | 627.1 | 518.8 | 20.9% | ||
| Joint stock company | Chu Kong River Trade Terminal | 424.8 | 317.2 | 33.9% | |
| Yangtze River Delta | Joint stock company | SIPG Group | 7,817.0 | 8,238.8 | -5.1% |
| Joint stock company | Ningbo Zhoushan Port | 15,094.0 | - | - | |
| Bohai Rim | Joint stock company | ||||
| QQTU | 1,363.8 | 1,765.1 | -22.7% | ||
| Qingdao Port Dongjiakou | 7,221.1 | 6,559.4 | 10.1% | ||
| Liaoning Port Co., Ltd. | 25,442.4 | 26,256.2 | -3.1% | ||
| Laizhou Harbour | 1,907.5 | 2,138.7 | -10.8% |
Affairs
AffairsSouth-Eastregion ofMainlandChina
| South-East region of Mainland China | Holding company | Zhangzhou Port | 838.3 | 868.2 | -3.4% |
| Xia Men Bay Terminals | 607.5 | 564.8 | 7.6% | ||
| Shantou Port | 381.4 | 346.1 | 10.2% | ||
| South-West region of Mainland China | Holding company | Zhanjiang Port | 8,313.9 | 9,554.1 | -13.0% |
| Overseas | Holding company | HIPG | 129.4 | 155.5 | -16.8% |
| Joint stock company | |||||
| Kumport | 14.5 | 10.7 | 35.5% | ||
| PDSA | 408.6 | 454.8 | -10.2% |
Total
| Total | 73,953.4 | 61,308.5 | 20.6% |
Note: 1. Dalian Port Co., Ltd., the joint stock company, was generally changed to Liaoning Port Co.,Ltd due to the merger of Yingkou Port Co., Ltd. by it through conversion and absorption. As such,the Company has been including the business volume of Yingkou Port Co., Ltd. since February 2021.
2. In September 2022, as a strategic investor, the Company completed the subscription of A sharesnon-publicly issued by Ningbo Port in 2021. The Company holds a total of 23.08% of the equity ofNingbo Port, becoming the second largest shareholder of Ningbo Port. The Company has beenincluding the business volume of Ningbo Port since October 2022.Pearl River Delta regionThe Company’s terminals in West Shenzhen Port Zone handled a total container throughput of 13.323million TEUs, up by 3.8% year-on-year, mainly benefiting from the increase in routes and theincrease in market shares in the three ports in South China (Shenzhen, Guangzhou and Hong Kong)to 19.1%. Bulk cargo volume handled amounted to 18.605 million tons, down by 4.6% year-on-year.Shunde New Port handled a container throughput of 0.41 million TEUs, down by 10.5% year-on-year, mainly due to the impact of rising inflation and slowing export demand. It also handled a bulkcargo volume of 6.271 million tons, up by 20.9% year-on-year, mainly benefiting from the steadyincrease in the cargo volume of steel mills in the southern hinterlands. Chu Kong River TradeTerminal handled a total container throughput of 0.871 million TEUs, down by 15.3% year-on-year,mainly due to changes in shipping prices resulting in a decline in cargo volumes. It also handled abulk cargo volume of 4.248 million tons, up by 33.9% year-on-year, mainly due to the continuousdevelopment and substantial growth of the sand and gravel business. Dongguan Machong handledbulk cargo volume of 15.015 million tons, down by 6.7% year-on-year, which was mainly affectedby the decline in grain, feed and fertilizer business caused by the Russia-Ukraine conflict.Yangtze River Delta regionSIPG handled a container throughput of 47.300 million TEUs, up by 0.6% year-on-year. Bulk cargovolume handled decreased by 5.1% year-on-year to 78.170 million tons. Ningbo Daxie handled acontainer throughput of 3.174 million TEUs, representing a decrease of 6.8% year-on-year. In
September 2022, as a strategic investor, the Company completed the subscription of A shares non-publicly issued by Ningbo Port in 2021. Therefore, the Company has been including the businessvolume of Ningbo Port since October 2022, which brought a container throughput of 8.172 millionTEUs and a bulk cargo volume of 150 million tons to the business volume in 2022.Bohai Rim regionLiaoning Port Co., Ltd. handled a container throughput of 10.897 million TEUs, representing anincrease of 10.0% year-on-year, mainly benefiting from the recovery of domestic trade containercapacity in the fourth quarter. It also handled a bulk cargo volume of 254 million tons, representinga decrease of 3.1% year-on-year. QQCTU handled a container throughput of 9.349 million TEUs,representing an increase of 9.4% year-on-year, which mainly benefited from Qingdao Port’sadjustment of the empty container base business policy and optimization of route layout. QQTUhandled a bulk cargo volume of 13.638 million tons, representing a decrease of 22.7% year-on-year,which was mainly affected by the stricter environmental protection policies for the gravel business.Qingdao Port Dongjiakou handled a bulk cargo volume of 72.211 million tons, indicating an increaseof 10.1% year-on-year, mainly benefiting from the iron ore business growth. Tianjin Port ContainerTerminal contributed a container throughput of 8.481 million TEUs, representing a year-on-yeardecrease of 1.9%. Laizhou Harbour Affairs handled a bulk cargo volume of 19.075 million tons,representing a year-on-year decrease of 10.8%, which was mainly affected by the decrease in thebusiness volume of oil/liquefied chemicals.South-East region of Mainland ChinaShantou Port handled a container throughput of 1.630 million TEUs, down 9.4% year-on-year, mainlydue to the decline in the total volume of foreign trade containers in eastern Guangdong. The bulkcargo volume it handled increased by 10.2% year-on-year to 3.814 million tonnes, which mainlybenefited from the development of the local coal market. Zhangzhou Port handled a containerthroughput of 0.332 million TEUs, increased by 24.3% year-on-year, mainly benefiting from thegrowth in container volume of transshipment, and the bulk cargo volume it handled decreased by 3.4%year-on-year to 8.383 million tonnes. Xia Men Bay Terminals handled a bulk cargo volume of 6.075million tonnes, up 7.6% year-on-year, mainly benefiting from the growth of grain business.South-West region of Mainland ChinaZhanjiang Port handled a container throughput of 1.234 million TEUs, up 1.0% year-on-year, and abulk cargo volume of 83.139 million tonnes, down 13.0% year-on-year, mainly due to fluctuations indomestic and foreign markets, resulting in a decline in the volume of bulk cargo to varying degrees.Hong Kong and Taiwan regionsModern Terminals and CMCS in Hong Kong delivered an aggregate container throughput of 4.849million TEUs, down 14.2% year-on-year, which was affected by intensified regional competition.
Kao Ming Container in Taiwan handled a total of container throughput of 2.048 million TEUs, up
0.9% year-on-year.
Overseas operationIn Sri Lanka, CICT handled a container throughput of 3.215 million TEUs, up 5.1% year-on- year,benefiting from the increased capacity of terminals. HIPG handled bulk cargo volume of 1.294million tonnes, down 16.8% year-on-year, mainly due to a decline in import volumes as a result ofthe local economic crisis; RO-RO volume handled was 0.558 million vehicles, up 4.2% year-on- year.TCP in Brazil handled a container throughput of 1.156 million TEUs, representing an increase of 5.0%year-on-year, mainly benefiting from increased throughput of some routes and the steadyimprovement in terminal operation services. LCT in Togo handled a container throughput of 1.603million TEUs, down 1.4% year-on-year. TICT in Nigeria handled a container throughput of 0. 300million TEUs, down by 6.3% year-on-year, mainly due to a decline in import volumes as a result ofthe depreciation of the local currency, increased inflation and reduced purchasing power. Port deDjibouti S.A. (PDSA) in Djibouti handled a container throughput of 0.635 million TEUs, down 8.2%year-on-year; its bulk cargo volume of 4.086 million TEUs, down by 10.2% year-on-year, mainlydue to the economic downturn in Ethiopia and the Russia-Ukraine conflict. In Turkey, Kumporthandled a container throughput of 1.209 million TEUs, down by 3.1% year-on-year; its bulk cargovolume of 0.145 million tons, up by 35.5% year-on-year, mainly benefiting from the growth in thebuilding materials business. TL handled a container throughput of 25.759 million TEUs, up 0.9%year-on-year.
2. Implementation of business plan during the Reporting Period
During the Reporting Period, in face of the severe and complicated macro environment, the Companyspared no effort in stabilising the economy and ensuring the smooth operation of the ports, while atthe same time, it captured every opportunity to expand its business and improve its quality andefficiency, and through which, the Company’s business operated in a stable manner with enhancedquality. To continuously provide unimpeded and stable services for international supply and industrialchain, the Company resolutely pushed forward the development of homebase port and regionalleading port, sped up endogenous growth and innovation upgrading, thus strengthening value creationfor customers and forming a synergetic and win-win situation with partners.
(1) Creating new situation for the development of leading ports with endogenous growth. In2022, the price in the container business of ports the Company mainly controls was raised in the firsthalf of the year by capitalising the situation, which enabled the Company to secure the containervolume against the situation and made progress in an overall stable performance in the second halfof the year. For the domestic homebase port, the market share of West Shenzhen homebase port inthe three ports in South China increased to 19.1% by increasing 1.2 percentage points, making newrecord in the latest five years. The Company established South China Bulk Cargo Operation Center,opening a new development pattern of high quality for West Shenzhen homebase port. Tongguchannel enabled ships of 200,000 tonnes to sail at night, strengthened its capability to serve largeships at 24 hours and overall competitiveness. For the overseas homebase port, the Company wascommitted to build the overseas homebase port in Sri Lanka, CICT and HIPG into an international
container hub port and a reginal comprehensive leading port, respectively. Besides, the Companycontinued to advance the construction of the international shipping center in South Asia, andcontinued to improve the integrated operation and management of the two ports. For the severepolitical and economic crisis and other challenges encountered by projects in Sri Lanka, the Companycoped with them properly, thus guaranteed the production, stabilised the supply and achieved growthregardless of the market recession.
(2) Improving asset quality by optimising asset structure. In the first half of the year, ChinaMerchants Port, a holding subsidiary of the Company, held additional shares of 329 million of SIPG.After the completion, the shareholding in SIPG held by China Merchants Port increased from 26.64%to 28.05%, which consolidated the Company's position as the second largest shareholder of SIPG andstrengthened the synergetic development with SIPG. The Company completed the acquisition of 14.6%equity of Asia Airfreight Terminal (AAT), and its shareholding increased to 34.6% after thecompletion. Besides, the Company expanded the space for airport business development, andcontinuously deepened the logistics supply chain layout in the Guangdong-Hong Kong-MacaoGreater Bay Area. In the second half of the year, Zhejiang Seaport Group subscribed for, as a strategicinvestor, 577 million A-shares in the private placement of the Company by capital injection ofRMB10.669 billion, and its shareholding was 23.08% after the completion and became the secondlargest shareholder of the Company. At the same time, the Company subscribed for, as a strategicinvestor, 3.647 billion A-shares in the private placement of the Ningbo Port by capital injection ofRMB14.114 billion, and its shareholding increased to 23.08% after the completion and became thesecond largest shareholder of Ningbo Port. The strategic increase of shareholdings by the two listedcompanies strengthened the role of both ports as an integrated hub and comprehensively enhancedthe high-quality development standard of ports. The Company increased its shareholding of AntongHoldings to 6.83%, further expanding the influence of the port and shipping business.
(3) Inspiring new vitality of development for enterprises by deepening reform. Being listed inthe “Double-Hundred Enterprises” of the State-owned Enterprises Reform in 2022, the Companyintegrated the reform work of “Double-Hundred Action” with the new ten-year strategic development,to stimulate endogenous growth and innovation and upgrading with reform. In accordance with therequirements under the “1+N” series documents of the State-owned Enterprises Reform, theCompany carried out general inspection on its governance mechanism, employment mechanism andincentive mechanism, to address systematically the issues existed along the Company’s development.The Company developed reform plan and working record by focusing on the goal of “FiveBreakthroughs and One Reinforcement” under the “Double-Hundred Action”. A reform leadinggroup and working group were set up by the Company to establish a systematic working mechanism.By focusing on deepening the mixed-ownership reform, the Company improved the governanceoperation efficiency, enhanced employment mechanism reform and the building of internationaltalents system, so as to comprehensively improve the standard of the party leadership and partybuilding of an enterprise. The steadfastly pushing forward of various works under the “Double-Hundred Action” injected new vitality into the development of the Company and helped the Companyin building a world-class enterprise.
(4) Building benchmark of smart port by technological innovation. According to the requirementof industry development and technological development trend, the Company continued to revise andrefine the digitalization plan, promoted the construction of three platforms, namely “CMC Chip”,
“CM ePort” and “SMP” to perfect relevant implementation plan and improve level of industrialdigitalization. “CMC Chip” carried out R&D on intelligent stowage, operation stimulation and otherfunctions, conducted 5G private network expansion verification, and introduced vehicle-roadcollaborative testing. The construction of data base of China Merchants Port, business processplatform, data indicator platform and global monitoring center has been finished on the “SMP”platform, and was officially applied into the operation analysis of enterprises. “CM ePort” initiatedthe R&D of 3.0 version, which was smoothly put into trial operation on Shenzhen West Port Areaand Machong Port. The Company continued to push forward the construction of Mawan Smart Portand Mawan autonomous driving project was successfully selected as the first batch of intelligenttransportation pilot application projects of the Ministry of Communications, and the smart portsolution was included in the Recommendations of Scientific & Technological Innovation of CentralEnterprise and won the only Special Award for Scientific and Technological Progress issued by theChina Ports Association in 2021. CMIT was approved by the Ministry of Communications for TOSproject, and the smart port solution of China Merchants Port delivered phased outcomes.
(5) Extending new node of value chain by business expansion. By continuous using its edge as thehub of supply chain of ports, the Company expanded the supply chain extension services withtechnological revolution. With respect of domestic business, the Company increased its efforts inexpanding Combined Port in the Guangdong-Hong Kong-Macao Greater Bay Area to strengthen thebuilding of cargo collection, distribution and transport system, and build a collaborative alliancefeaturing multifaceted businesses with the West Shenzhen homebase port as core under thecoordinated port framework. In 2022, 12 coordinated ports have been put into operation and a totalof 25 coordinated ports have been put into operation, which served more than 4,700 import and exportenterprises in the Greater Bay Area and completed serving approximately 5,300 barges andapproximately 7,000 large vessels, and handled 0.26 million TEUs, which further strengthened thecollaborative alliance featuring multifaceted businesses with the West Shenzhen homebase port ascore. With respect of oversea business, based on the port in Djibouti, the Company opened newlogistics channel for sea and air combined transportation between China and major cities on theAfrican continent, together with its strategic partners, cutting about 50% transport time compared towhole sea transportation and about 50% transport cost compared to whole air transportation. Thisnew logistics channel has delivered goods to 16 major cities in 14 African countries, which furtherenhanced the Company’s service capability in international logistics supply chain.
(6) Exploring new industrial pattern by comprehensively development. The Company constantlypushed forward the innovation of business mode by leverage of the comprehensive developmentsegment, focused on customer development and promoted industry-driven investment. HIPGIndustrial Park was occupied by 40 contracted enterprises, covering many key industrial projects suchas tire factory, cement plant and yacht assembly site. It constantly provides flexible and diversifiedland service mode, and continuously enriches the industrial park, thus to improve the industrial chainin the park. Djibouti Free Trade Zone was occupied by 287 contracted enterprises, increased 91contracted enterprises as compared to the beginning of the year. The online Djimart e-commerceplatform was upgraded to enable online payment function through UnionPay, which, together withoffline exhibition of "Made in Liaocheng", consolidated the development of services and products ofdifferent ports, provided customized services and products to customers and accelerated thetransformation of business mode from land warehouse lease to the provision of overall solutions forcustomers.
(7) Deepening management reform by smart operation. The Company steadfastly drove forwardthe digitalization development and transformation, thoroughly implemented the construction of“digital investment port” and formally initiated “SMP”. Through business process and informationsharing module along with the intelligent analysis and decision supporting modules, “SMP” built aone-stop comprehensive management platform of CMPort, supporting the business analysis of allmodules, namely containers, bulk cargos, logistics park, comprehensive development and intelligenttechnology, which satisfied the requirements of corporate management of all levels. As the core smarttool for building of port data management system and data asset management, “SMP” takes digitaltechnology as the key force and applies smart tools to drive the transformation of means, modes andconcepts of the operation and management of CMPort.
(8) Building new image for the port by green development. The Company deeply and thoroughlyimplements the innovative, coordinated, green, open and shared development concept, adheres to thehuman-oriented and green development philosophy and sticks to the principle of mutual negotiation,joint construction and sharing, so as to comprehensively establish the ESG system of CMPort, pushforward the green, high quality and sustainable development both home and abroad and continuouslyimprove the Company’s ESG rating. In 2022, the Company was selected in the ESG·Pioneer 50 Indexof Central Enterprises from 426 central enterprises, ranking 12
thin the index list, which fullydemonstrated the recognition from the SASAC on the Company’s work. Besides, the Company alsowon the ESG Golden Bull Award·Responsible Investment Pioneer Award (ESG金牛奖·责任投资先锋奖) in 2022, fully demonstrating the high recognition from the industry on the Company’spractice of ESG concept on port investment and operation and management.
3. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
| 2022 | 2021 | Change (%) | |||
| Operating revenue | As % of total operating revenue (%) | Operating revenue | As % of total operating revenue (%) | ||
| Total | 16,230,489,127.55 | 100% | 15,283,808,174.60 | 100% | 6.19% |
| By operating division | |||||
| Port operations | 15,626,802,064.84 | 96.28% | 14,635,410,073.74 | 95.76% | 6.77% |
| Bonded logistics service | 445,592,537.09 | 2.75% | 464,573,743.50 | 3.04% | -4.09% |
| Property development and investment | 158,094,525.62 | 0.97% | 183,824,357.36 | 1.20% | -14.00% |
| By operating segment | |||||
| Mainland China, Hong Kong and Taiwan | 12,105,380,701.20 | 74.58% | 11,550,563,244.63 | 75.57% | 4.80% |
| Other countries and regions | 4,125,108,426.35 | 25.42% | 3,733,244,929.97 | 24.43% | 10.50% |
(2) Operating Division, Product Category, Operating Segment or Sales Model Contributingover 10% of Operating Revenue or Operating Profit
Unit: RMB
| Operating revenue | Cost of sales | Gross profit margin | YoY change in operating revenue (%) | YoY change in cost of sales (%) | YoY change in gross profit margin (%) | |
| By operating division | ||||||
| Port operations | 15,626,802,064.84 | 9,153,516,391.90 | 41.42% | 6.77% | 6.81% | -0.02% |
| By operating segment | ||||||
| Mainland China, Hong Kong and Taiwan | 12,105,380,701.20 | 7,762,369,545.92 | 35.88% | 4.80% | 5.79% | -0.60% |
| Other countries and regions | 4,125,108,426.35 | 1,888,092,167.02 | 54.23% | 10.50% | 10.48% | 0.01% |
Core business data of the prior year restated according to the changed statistical caliber for theReporting Period:
□ Applicable √ Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
□ Yes √ No
(4) Execution Progress of Major Signed Sales and Purchase Contracts in the Reporting Period
□ Applicable √ Not applicable
(5) Breakdown of Cost of Sales
Unit: RMB
| Operating division | Item | 2022 | 2021 | Change (%) | ||
| Cost of sales | As % of total cost of sales (%) | Cost of sales | As % of total cost of sales (%) | |||
| Port operations | Loading and unloading services | 9,153,516,391.90 | 94.85% | 8,570,124,838.35 | 94.73% | 6.81% |
| Bonded logistics service | Logistics service | 280,270,213.56 | 2.90% | 257,835,741.37 | 2.85% | 8.70% |
Other
| Other | Properties | 216,675,107.48 | 2.25% | 218,875,602.77 | 2.42% | -1.01% |
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
√ Yes □ No
In February 2022, CMPort established Port Development (Hongkong) Company Limited, a wholly-owned subsidiary. In March 2022, CMPort invested all of its shares in CMPort Holdings(1,627,635,473 shares, accounting for 42.995% of its total share capital) as the contribution.Guangdong Shunkong Port-related Development and Construction Co., Ltd. (hereinafter referred toas "Shunkong"), established in July 2020, is a wholly-owned subsidiary of Guangdong ShunkongUrban Investment and Properties Co., Ltd. (hereinafter referred to as "Shunkong Urban Investment")with a registered capital of RMB30 million. On 30 March 2022, Shunkong Urban Investment put upfor sale a 51% interest in Shunkong with a capital increase requirement at GuangDong United Assetsand Equity Exchange (Zhuhai Branch), while Shunkong Urban Investment still retained the other 49%interest. In August, CMPort completed a capital injection of RMB50 million, including a registeredcapital increase of RMB31.22 million, and held the 51% interest in Shunkong upon the completionof the capital injection. Shunkong has completed the ownership change with the industrial andcommercial administration and the amendments to its articles of association regarding shareholders'meetings in November, and CMPort has included Shunkong in its consolidated financial statementssince November 2022.
(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period
□ Applicable √ Not applicable
(8) Major Customers and Suppliers
Major customers:
| Total sales to top five customers (RMB) | 3,298,081,685.23 |
| Total sales to top five customers as % of total sales of the Reporting Period (%) | 20.32% |
| Total sales to related parties among top five customers as % of total sales of the Reporting Period (%) | 0.00% |
Top five customers:
No.
| No. | Customer | Sales revenue contributed for the Reporting Period (RMB) | As % of total sales revenue (%) |
| 1 | Customer A | 1,672,365,283.13 | 10.30% |
| 2 | Customer B | 602,173,227.52 | 3.71% |
| 3 | Customer C | 398,313,333.51 | 2.45% |
| 4 | Customer D | 362,060,760.88 | 2.23% |
| 5 | Customer E | 263,169,080.19 | 1.62% |
| Total | -- | 3,298,081,685.23 | 20.32% |
Other information about major customers:
□ Applicable √ Not applicable
Major suppliers:
| Total purchases from top five suppliers (RMB) | 772,123,028.78 |
| Total purchases from top five suppliers as % of total purchases of the Reporting Period (%) | 10.64% |
| Total purchases from related parties among top five suppliers as % of total purchases of the Reporting Period (%) | 0.00% |
Top five suppliers:
| No. | Supplier | Purchase in the Reporting Period (RMB) | As % of total purchases (%) |
| 1 | Supplier A | 320,072,413.80 | 4.41% |
| 2 | Supplier B | 188,020,076.50 | 2.59% |
| 3 | Supplier C | 94,366,537.53 | 1.30% |
| 4 | Supplier D | 86,745,902.24 | 1.20% |
| 5 | Supplier E | 82,918,098.71 | 1.14% |
| Total | -- | 772,123,028.78 | 10.64% |
Other information about major suppliers:
□ Applicable √ Not applicable
4. Expense
Unit: RMB
| 2022 | 2021 | Change (%) | Reason for any significant change | |
| Administrative expense | 1,765,094,736.51 | 1,729,160,558.50 | 2.08% | - |
| Finance costs | 2,258,713,672.42 | 1,545,338,597.29 | 46.16% | Net exchange loss resulting from foreign exchange adjustment |
increased yearon yearprimarily due tothe impact ofexchange ratefluctuations.
| increased year on year primarily due to the impact of exchange rate fluctuations. | ||||
| R&D expense | 287,706,178.70 | 217,905,635.67 | 32.03% | Mainly due to the increase in R&D expenditure this year |
5. R&D Investments
| Main R&D project | Project purpose | Project progress | Objective to be achieved | Expected impact on the Company |
| Intelligent bulk cargo wharves | It aims to address the difficulties of the production organization and intelligent management of the bulk cargo wharves and focus on efficiency improvement, cost control, security guarantee, standardized management, and environmental protection to drive sustainable and green development of the port. | The main construction is completed at present. | Its objective is to realize routine dual-flow loading, unloading, and mixing, significantly improve loading capacity while improving the capabilities of the wharves and mixing operation, and reduce wharf operating personnel. | The implementation capacity can be driven to improve and a green port can be constructed through technical transformation, thus creating intelligent bulk cargo wharves. |
| Smart port | It aims to guarantee the port’s production safety through intelligent supervision and smart services by utilizing new digital technologies like the Internet of Things, 5G, digital twin technology, RPA, cloud computing, and intelligent communication and control. | It is now under development. | Its objective is to meet the demands for routine management, emergency management, monitoring management, intelligent forecasting and early warning, and digital twin technology for the port’s safe production and realize intelligent management of the production safety of the port. | It is conducive to expanding the market in terms of the intelligent management of the port’s production safety, facilitating port enterprises for digital transformation and upgrade, and constructing a smart port. |
| R&D of the CM ePort V 3.0 product | As the port business handling platform for external customers of each | At present, three wharves have been launched for operation | Its objective is to realize the online operation of the ship service module, | The dispersive customer service demands of each wharf will be integrated to |
port of the CM PortGroup, it aims tomaximumly realizethe onlineprocessing ofoffline businessprocesses of theport’s customers.
| port of the CM Port Group, it aims to maximumly realize the online processing of offline business processes of the port’s customers. | and are now under expansion and optimization. | documentation service module, container service module, bulk cargo service module, commercial service module, regulation service module, inquiry services, and customer services. | become the unified external customer service portal of the CM Port Group. | |
| 5G smart port innovation laboratory | By taking the construction project of Haixing Smart Port as an opportunity, it aims to jointly carry out research on 5G smart port technology, standards and industry, and collectively explore and study the technological application of 5G smart port and the innovative application scenarios of 5G technologies at the Haixing Smart Port, thus forming technical standards for 5G smart port. | It was accepted in October 2022. | Its objective is to form a solution to the 5G smart port application scenarios of the CM Port Group that can be replicated and promoted. | By studying the integrated development of 5G technologies and smart port business as well as the industry application technical standards of 5G smart port, it can promote the exchange and in-depth cooperation of 5G technology for each party, drive the construction of 5G smart port, make the port more information-based, promote the development of the 5G industry, drive the replicable application of relevant technologies and results of 5G smart port at domestic and international ports. |
| Unmanned container truck system | It aims to cooperate with professional manufacturers to carry out R&D of unmanned container trucks at wharves, build the automatic system of wharf horizontal transportation, and realize the systematic and normal operation of unmanned container trucks replacing manned container trucks at wharves. | It is now under test. | Its objective is to replace manned container trucks with unmanned container trucks to carry out systematic and normal operation at wharves. | The large-scale application of unmanned container trucks for operation can effectively improve the efficiency and safety of port transportation and alleviate the recruitment difficulties of container truck drivers. |
| Function enhancement of the intelligent whole-field dispatching | Based on the Mawan Smart Port system, it aims to utilize such technologies as AI, 5G, Beidou | It is now under development. | Its objective is to visualize the positions of all tractors at the port in the transportation process and optimize and improve the | It will improve the overall efficiency of tractors in West Shenzhen ports as well as the safe production environment, save |
module oftractors
| module of tractors | positioning, and digital twin technology to dispatch tractors within the whole field of the three ports of West Shenzhen to improve tractor efficiency. | efficiency of tractors in West Shenzhen ports. | energy, reduce carbon emissions, and reduce the cost of a single container. | |
| The safe alignment protection system of the quay crane tractors | It aims to work together with professional manufacturers to carry out R&D of the alignment protection system of the quay crane tractors, improve the alignment efficiency and accuracy of tractors under the quay crane, and reduce the risks of smashing tractor trucks and containers, thus improving the quality and efficiency. | Part transformation is completed at present. | Its objective is to improve the accuracy of the tractor alignment and promote safe and efficient production. It will add a function to prevent smashing tractors and containers to avoid smashing risks through technologies. The addition of the function of preventing smashing tractors and containers will make the production environment safer. | The addition of the safe protection function of the alignment of the quay crane tractors will improve the alignment efficiency and accuracy of tractors under the quay crane as well as the operation efficiency, thus making the production environment safer. |
| Customs clearance project for the Greater Bay Area Blockchain | It aims to connect all customs offices in the Greater Bay Area, achieve mutual connectivity, mutual trust and mutual recognition among customs areas, and realize dynamic and real-time monitoring of goods declaration, release, inspection and arrival and departure at hub ports. | It is now under customized development, optimization and expansion. | Its objective is to establish core port logistics data standards and platforms with blockchain network technology as the basis of scientific and technological innovation to simplify the cargo clearance procedures, enhance the comprehensive competitive strength of ports, and realize the innovation of supervision technology and mode. | It will facilitate the expansion of waterway transport transfer business in the Guangdong-Hong Kong-Macao Greater Bay Area, improve the dominant role and core competitiveness of Shenzhen Western Port Area in the market, innovate the technology application of smart port scenarios, extend and expand intelligent financial services, and contribute to the sustainable and healthy development of intelligent port new ecology. |
Details about R&D personnel:
| 2022 | 2021 | Change (%) |
Number of R&Dpersonnel
| Number of R&D personnel | 1,028 | 1,091 | -5.77% |
| R&D personnel as % of total employees | 6.51% | 7.24% | -0.73% |
| Education background | —— | —— | —— |
| Bachelor’s degree | 665 | 634 | 4.89% |
| Master’s degree | 73 | 61 | 19.67% |
| Doctoral degree | 2 | 1 | 100.00% |
| Others | 288 | 395 | -27.09% |
| Age structure | —— | —— | —— |
| Below 30 | 209 | 148 | 41.22% |
| 30~40 | 401 | 433 | -7.39% |
| Over 40 | 418 | 510 | -18.04% |
Note: The data of R&D personnel from 2022 will be counted according to the index definition of Ministry ofTransport.Details about R&D investments:
| 2022 | 2021 | Change (%) | |
| R&D investments (RMB) | 295,509,765.04 | 266,564,896.92 | 10.86% |
| R&D investments as % of operating revenue | 1.82% | 1.74% | 0.08% |
| Capitalized R&D investments (RMB) | 38,808,729.08 | 48,659,261.25 | -20.24% |
| Capitalized R&D investments as % of total R&D investments | 13.13% | 18.25% | -5.12% |
Reasons for any significant change to the composition of the R&D personnel and the impact:
□ Applicable √ Not applicable
Reasons for any significant YoY change in the percentage of R&D investments in operating revenue:
□ Applicable √ Not applicable
Reason for any sharp variation in the percentage of capitalized R&D investments and rationale:
□ Applicable √ Not applicable
6. Cash Flows
Unit: RMB
| Item | 2022 | 2021 | Change (%) |
Subtotal of cashgenerated from operatingactivities
| Subtotal of cash generated from operating activities | 17,929,072,211.60 | 16,732,952,290.22 | 7.15% |
| Subtotal of cash used in operating activities | 11,008,694,821.25 | 10,222,625,719.74 | 7.69% |
| Net cash generated from/used in operating activities | 6,920,377,390.35 | 6,510,326,570.48 | 6.30% |
| Subtotal of cash generated from investing activities | 43,633,757,210.28 | 20,517,516,799.74 | 112.67% |
| Subtotal of cash used in investing activities | 57,597,705,841.12 | 25,089,524,501.76 | 129.57% |
| Net cash generated from/used in investing activities | -13,963,948,630.84 | -4,572,007,702.02 | -205.42% |
| Subtotal of cash generated from financing activities | 59,806,176,788.35 | 26,888,597,909.66 | 122.42% |
| Subtotal of cash used in financing activities | 52,289,938,319.06 | 27,838,280,286.14 | 87.83% |
| Net cash generated from/used in financing activities | 7,516,238,469.29 | -949,682,376.48 | 891.45% |
| Net increase in cash and cash equivalents | 839,954,233.26 | 828,736,911.07 | 1.35% |
Explanation of why any of the data above varies significantly on a year-on-year basis:
Cash generated from investing activities rose 112.67% year-on-year, primarily driven by the increasedprincipals received from structured deposits.Cash used in investing activities rose 129.57% year-on-year, primarily driven by the increased equityinvestment expenditures and structured deposits purchases.Net cash generated from investing activities declined 205.42% year-on-year, primarily driven by afaster growth in cash used in investing activities than in cash generated from investing activities.Cash generated from financing activities rose 122.42% year-on-year, primarily driven by the receiptof funds raised through a private placement of A-stock shares and the increased borrowings received.Cash used in financing activities rose 87.83% year-on-year, primarily driven by the increased debtrepayments.Net cash generated from financing activities rose 891.45% year-on-year, primarily driven by a larger
increase in cash generated from financing activities than in cash used in financing activities.Explanation of why net cash generated from/used in operating activities varies significantly from netprofit of the Reporting Period:
□ Applicable √ Not applicable
V Analysis of Non-main Businesses
Unit: RMB
| Amount | As % of total profit | Main source/reason | Recurrent or not | |
| Investment income | 7,377,655,506.33 | 78.95% | Share of the profit of joint ventures and associates, mainly Shanghai Port | Yes |
| Change in fair value gain or loss | -129,033,650.11 | -1.38% | - | Not |
| Asset impairment | -22,159,020.20 | -0.24% | - | Not |
| Non-operating income | 279,274,452.77 | 2.99% | LCT’s provision for container volume compensation | Not |
| Non-operating expense | 220,442,254.68 | 2.36% | - | Not |
| Other income | 241,648,070.42 | 2.59% | Mainly for government subsidies | Not |
| Gain/loss on disposal of assets | 55,130,095.52 | 0.59% | - | Not |
VI Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
| 31 December 2022 | 1 January 2022 | Change in percentage (%) | Main reason for any significant change | |||
| Amount | As % of total assets | Amount | As % of total assets | |||
| Monetary assets | 13,615,928,739.40 | 6.89% | 12,772,349,406.77 | 7.26% | -0.37% | - |
| Accounts receivable | 1,276,149,689.44 | 0.65% | 1,320,577,577.81 | 0.75% | -0.10% | - |
Inventory
| Inventory | 225,122,821.48 | 0.11% | 194,920,136.12 | 0.11% | 0.00% | - |
| Investment real estate | 5,123,690,119.56 | 2.59% | 5,298,238,414.88 | 3.01% | -0.42% | - |
| Long-term equity investment | 92,364,293,919.05 | 46.76% | 70,353,451,824.52 | 39.98% | 6.78% | Increased investments, and the impact of share of profits of and dividends from investee enterprises |
| Fixed assets | 32,033,326,083.50 | 16.22% | 31,710,513,230.29 | 18.02% | -1.80% | - |
| Projects under construction | 2,413,844,407.64 | 1.22% | 2,557,584,953.92 | 1.45% | -0.23% | - |
| Right assets | 9,342,642,222.33 | 4.73% | 8,743,077,542.19 | 4.97% | -0.24% | - |
| Short-term borrowings | 7,164,338,366.18 | 3.63% | 13,651,452,805.36 | 7.76% | -4.13% | Decreased borrowings |
| Contract liability | 141,899,551.03 | 0.07% | 196,784,525.26 | 0.11% | -0.04% | - |
| Long-term payables | 12,390,099,177.85 | 6.27% | 7,144,839,870.89 | 4.06% | 2.21% | Increased long-term borrowings |
| Lease liability | 948,350,914.04 | 0.48% | 1,055,194,906.09 | 0.60% | -0.12% | - |
| Held-for-trading financial assets | 2,998,781,599.63 | 1.52% | 6,921,831,502.55 | 3.93% | -2.41% | Changes in structured deposits |
| Assets held for sale | 0.00 | 0.00% | 337,442,757.28 | 0.19% | -0.19% | Land in Shantou transferred out of this item for no longer satisfying the recognition conditions for assets held for sale |
| Non-current assets due within one year | 902,225,293.93 | 0.46% | 102,356,461.97 | 0.06% | 0.40% | Increased long-term receivables due within one year |
| Other current assets | 185,903,140.53 | 0.09% | 339,684,297.41 | 0.19% | -0.10% | Decreased overpaid input tax |
| Other non-current financial assets | 1,745,740,896.41 | 0.88% | 809,515,244.87 | 0.46% | 0.42% | Increased shareholding in Antong Holdings by way of attending auction and acquisition in |
the currentperiod
| the current period | ||||||
| Taxes payable | 917,933,169.09 | 0.46% | 2,162,719,251.68 | 1.23% | -0.77% | Payment of land readiness tax |
| Non-current liabilities due within one year | 11,641,223,688.95 | 5.89% | 8,268,209,284.17 | 4.70% | 1.19% | Repayment of bonds and loands due within one year |
| Other current liabilities | 3,161,147,525.96 | 1.60% | 2,158,497,775.85 | 1.23% | 0.37% | Increased short-term commercial papaers payable |
Indicate whether overseas assets account for a high proportion of total assets.
√ Applicable □ Not applicable
| Asset | Source | Asset value (RMB’0,000) | Location | Operations | Control measures to protect asset safety | Return generated (RMB’0,000) | As % of the Company’s net asset value | Material impairment risk (yes/no) |
| Equity assets | Acquired via share offering | 15,039,518.09 | Hong Kong | Port investment and operations | Appointing director, supervisor and senior management /According to the political, economic and legal environment of different countries and regions, establish a targeted internal control system and early warning system. | 777,127.24 | 83.02% | No |
| Other information | N/A | |||||||
2. Assets and Liabilities at Fair Value
Unit: RMB
Item
| Item | Beginning amount | Gain/loss on fair-value changes in the Reporting Period | Cumulative fair-value changes through equity | Impairment allowance made in the Reporting Period | Purchased in the Reporting Period | Sold in the Reporting Period | Other changes | Ending amount |
| Financial assets | ||||||||
| Held-for-trading financial assets (exclusive of derivative financial assets) | 6,921,831,502.55 | 34,417,357.38 | - | - | 36,954,000,000.00 | 40,874,000,000.00 | -37,467,260.30 | 2,998,781,599.63 |
| Other non-current financial assets | 809,515,244.87 | -163,451,007.49 | - | - | 1,086,762,170.29 | - | 12,914,488.74 | 1,745,740,896.41 |
| Other equity instrument investment | 180,251,798.43 | - | -7,180,686.41 | - | - | 1,125,837.00 | - | 171,945,275.02 |
| Subtotal of financial assets | 7,911,598,545.85 | -129,033,650.11 | -7,180,686.41 | 0.00 | 38,040,762,170.29 | 40,875,125,837.00 | -24,552,771.56 | 4,916,467,771.06 |
Receivablesfinancing
| Receivables financing | 238,429,402.71 | - | - | - | - | - | -74,662,489.61 | 163,766,913.10 |
| Total of the above | 8,150,027,948.56 | -129,033,650.11 | -7,180,686.41 | 0.00 | 38,040,762,170.29 | 40,875,125,837.00 | -99,215,261.17 | 5,080,234,684.16 |
| Financial liabilities | 0.00 | - | - | - | - | - | - | 0.00 |
Details of other changes:
N/A
Significant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes √ No
3. Restricted Asset Rights as at the Period-End
The restricted monetary assets were RMB9,309,145.94 of security deposits.The carrying value of fixed assets as collateral for bank loans was RMB341,870,382.84.The carrying value of construction in progress as collateral for bank loans was RMB4,298,598.5. Thecarrying value of intangible assets as collateral for bank loans was RMB222,040,259.68.The carrying value of equities and interests as collateral for bank loans was RMB3,162,859,514.29.VII Investments Made
1. Total Investment Amount
| Investment Amount in 2022 (RMB) | Investment Amount in 2021 (RMB) | Change (%) |
| 19,688,903,358.82 | 2,444,270,974.39 | 705.51% |
2. Major Equity Investments Made in the Reporting Period
| Investee | Principal operations | Way of investment | Investment amount | The Company’s interest | Funding source | Joint investor | Term of investment | Type of investment | Progress as of the balance sheet date | Expected return | Gain/loss in the current period | Any legal mater involved | Date of disclosure (if any) | Index to disclosed information (if any) |
NingboZhoushanPortCompanyLimited
| Ningbo Zhoushan Port Company Limited | Port operations | Acquisition | 14,113,777,882.23 | 20.98% | Own funds and bond financings | None | Long-term | Equity | Equity ownership transferred | 351,607,511.90 | No | 14 July 2021 | See Announcement No. 2021-057 on www.cninfo.com.cn | |
| Total | -- | -- | 14,113,777,882.23 | -- | -- | -- | -- | -- | -- | 0.00 | 351,607,511.90 | -- | -- | -- |
3. Major Non-Equity Investments Ongoing in the Reporting Period
□ Applicable √ Not applicable
4. Financial Investments
(1) Securities Investments
Unit: RMB
| Variety of securities | Code of securities | Name of securities | Initial investment cost | Accounting measurement model | Beginning carrying value | Gain/loss on fair value changes in the Reporting Period | Cumulative fair value changes recorded into equity | Purchased in the Reporting Period | Sold in the Reporting Period | Gain/loss in the Reporting Period | Ending carrying value | Accounting item | Funding source |
| Stock | 06198 | Qingdao Port | 124,405,138.80 | Fair value method | 145,443,863.52 | -19,124,576.60 | - | - | - | 10,639,288.83 | 139,233,775.66 | Other non-current financial assets | Own funds |
Stock
| Stock | 601298 | Qingdao Port | 331,404,250.30 | Fair value method | 637,280,000.00 | -8,960,000.00 | - | - | - | 28,716,800.00 | 628,320,000.00 | Other non-current financial assets | Own funds |
| Stock | 600377 | Jiangsu Expressway | 1,120,000.00 | Fair value method | 8,620,000.00 | - | 12,041.97 | - | 8,632,041.97 | - | - | Other equity instrument investment | Own funds |
| Stock | 400032 | Petrochemical A1 | 3,500,000.00 | Fair value method | 382,200.00 | - | - | - | - | - | 382,200.00 | Other equity instrument investment | Own funds |
| Stock | 400009 | Guang Jian 1 | 27,500.00 | Fair value method | 17,000.00 | - | - | - | - | - | 17,000.00 | Other equity instrument investment | Own funds |
Stock
| Stock | 600179 | Antong Holdings | 391,956.73 | Fair value method | 157,196.79 | -136,462,315.91 | - | 1,086,762,170.29 | - | - | 950,457,051.17 | Trading financial assets, other non-current financial assets | Own funds |
| Total | 460,848,845.83 | -- | 791,900,260.31 | -164,546,892.51 | 12,041.97 | 1,086,762,170.29 | 8,632,041.97 | 39,356,088.83 | 1,718,410,026.83 | -- | -- | ||
(2) Investments in Derivative Financial Instruments
□ Applicable √ Not applicable
5. Use of Funds Raised
(1) Overall Usage of Funds Raised
Unit: RMB’0,000
| Year | Way of raising | Total funds raised | Total funds used in the Current Period | Accumulative fund used | Total funds with usage changed | Accumulative funds with usage changed | Proportion of accumulative funds with usage changed | Total unused funds | The usage and destination of unused funds | Amount of funds raised idle for over two years |
| 2019 | Private placement | 221,282.91 | 35,020.11 | 1,000,197.22 | 0 | 18,599.73 | 8.41% | 0 | N/A | 0 |
2022
| 2022 | Private placement | 1,066,912.64 | 1,460,375.00 | 1,460,375.00 | 0 | 0 | 0% | 306,587.84 | Deposited in funds raising account | 0 |
| Total | -- | 1,288,195.55 | 1,495,395.11 | 2,460,572.22 | 0.00 | 18,599.73 | - | 306,587.84 | -- | 0 |
| Explanation of overall usage of funds raised | ||||||||||
(I) Funds Raised through the Private Placement of Shares in 2019Pursuant to the Reply of China Securities Regulatory Commission on the Approval of Shenzhen Chiwan Wharf Holdings LimitedOffering Shares to China Merchants Investment Development Company Limited for Asset Acquisition and Raising the MatchingFunds (ZJXK [2018] No. 1750), the Company issued, in a private placement, a total of 128,952,746 shares of RMB-denominatedordinary shares (A-shares) to two entities including China-Africa Development Fund at RMB17.16/share, raising a total ofRMB2,212,829,121.36 (with the net amount after deducting issuance costs being RMB2,185,997,340.15). Following the arrival ofthe aforesaid funds on 23 October 2019, BDO China Shu Lun Pan Certified Public Accountants LLP issued a Capital VerificationReport (XKSBZ [2019] No. ZI10673).As of 31 December 2022, a total of RMB10,001,972,225.09 of raised funds had been used, including: (1) RMB582,722,414.48 asthe replacement for the self-financings that had been in advance input into project to be financed by raised funds; (2)RMB1,192,418,029.40 used after the arrival of the raised funds, including an investment of RMB1,192,418,029.40 in the HaixingHarbor Renovation Project (Phase II) (2019: RMB324,533,139.29; 2020: RMB424,734,590.46; 2021: RMB262,949,228.42; 2022:
RMB180,201,071.23); (3) RMB26,831,781.21 for paying issuance costs; (4) RMB7,130,000,000.00 for purchasing structureddeposits (2019: RMB1,200,000,000.00; 2020: RMB2,650,000,000.00; 2021: RMB3,280,000,000.00); (5) RMB1,070,000,000.00 forpurchasing seven days call deposits (2021: RMB900,000,000.00; 2022: RMB170,000,000.00).As of 31 December 2022, the interest income in the account of raised funds minus service charges stood at RMB8,783,139.80 (2019:
RMB795,775.14; 2020: RMB1,142,652.22; 2021: RMB513,577.57; 2022: RMB6,331,134.87). The amount of structured depositsredeemed was RMB7,130,000,000.00 (2019: RMB100,000,000.00; 2020: RMB2,950,000,000.00; 2021: RMB4,080,000,000.00).The amount of income from structured deposits was RMB41,738,931.50 (2019: RMB302,465.75; 2020: RMB28,538,767.13; 2021:
RMB12,897,698.62). The amount of seven days call deposits redeemed was RMB1,070,000,000.00 (2021: RMB900,000,000.00;2022: RMB170,000,000.00). And the amount of income from seven days call deposits was RMB7,856,335.42 (2021:
RMB4,756,502.08; 2022: RMB3,099,833.34).The Proposal on the Conclusion of the Investment Project with Funds Raised through Share Offering for Asset Acquisition and Useof the Surplus Raised Funds for Permanent Supplementation of Working Capital was approved at the 9
th
Extraordinary Meeting ofthe 10
th
Board of Directors in 2022 and the 3
rdExtraordianry General Meeting of 2022 dated 29 November 2022 and 23 December2022, respectively. As such, it was agreed that the surplus raised funds can be used to permanently supplement the working capital.As of 31 December 2022, the Company had transferred the surplus raised funds of RMB469,235,302.99 to the account of its ownfunds for permanent supplementation of the working capital. Therefore, the balance of the raised funds was nil and the account ofraised funds has been cancelled.(II) Funds Raised through the Private Placement of Shares in 2022Pursuant to the Reply of China Securities Regulatory Commission on the Approval of the Private Placement of China Merchants PortGroup Co., Ltd. (ZJXK [2022] No. 1657), the Company issued, in a private placement, a total of 576,709,537 shares of RMB-denominated ordinary shares (A-shares) to specified investors at a fixed price of RMB18.50/share, raising a total ofRMB10,669,126,434.50, with the net amount after deducting issuance costs (exclusive of tax) being RMB10,632,533,330.40. Theactual amount deposited in the raised funds account was RMB10,642,126,434.50 (inclusive of to-be-deducted other issuance costsof RMB9,593,104.10. Following the arrival of the aforesaid funds at the Company’s specialized account for raised funds (accountNo. 755901118610707) at the Shenzhen Xinshidai sub-branch of China Merchants Bank Co., Ltd., Deloitte Touche TohmatsuCertified Public Accountants LLP verified the funds raised in the private placement on 16 September 2022 and issued a CapitalVerification Report (DSB (Y) Z (22) No. 00471).As of 31 December 2022, a total of RMB14,603,750,000.00 of raised funds had been used, including: (1) RMB7,600,000,000.00used after the arrival of the raised funds, including debt repayments of RMB7,600,000,000.00; (2) RMB3,750,000.00 for payingissuance costs; (3) RMB4,900,000,000.00 for purchasing structured deposits; RMB200,000,000.00 for purchasing seven days calldeposits; and RMB1,900,000,000.00 for purchasing term deposits. As of 31 December 2022, the interest income from the raisedfunds minus service charges stood at RMB17,445,775.40; structured deposits redeemed were RMB4,100,000,000.00, and incomefrom cash management was RMB10,056,182.64.As of 31 December 2022, the Company's unspent balance of raised funds was RMB3,065,878,392.54.
(2) Commitment Projects of Fund Raised
Unit: RMB’0,000
(I) Funds Raised through the Private Placement of Shares in 2019Pursuant to the Reply of China Securities Regulatory Commission on the Approval of Shenzhen Chiwan Wharf Holdings LimitedOffering Shares to China Merchants Investment Development Company Limited for Asset Acquisition and Raising the MatchingFunds (ZJXK [2018] No. 1750), the Company issued, in a private placement, a total of 128,952,746 shares of RMB-denominatedordinary shares (A-shares) to two entities including China-Africa Development Fund at RMB17.16/share, raising a total ofRMB2,212,829,121.36 (with the net amount after deducting issuance costs being RMB2,185,997,340.15). Following the arrival ofthe aforesaid funds on 23 October 2019, BDO China Shu Lun Pan Certified Public Accountants LLP issued a Capital VerificationReport (XKSBZ [2019] No. ZI10673).As of 31 December 2022, a total of RMB10,001,972,225.09 of raised funds had been used, including: (1) RMB582,722,414.48 asthe replacement for the self-financings that had been in advance input into project to be financed by raised funds; (2)RMB1,192,418,029.40 used after the arrival of the raised funds, including an investment of RMB1,192,418,029.40 in the HaixingHarbor Renovation Project (Phase II) (2019: RMB324,533,139.29; 2020: RMB424,734,590.46; 2021: RMB262,949,228.42; 2022:
RMB180,201,071.23); (3) RMB26,831,781.21 for paying issuance costs; (4) RMB7,130,000,000.00 for purchasing structureddeposits (2019: RMB1,200,000,000.00; 2020: RMB2,650,000,000.00; 2021: RMB3,280,000,000.00); (5) RMB1,070,000,000.00 forpurchasing seven days call deposits (2021: RMB900,000,000.00; 2022: RMB170,000,000.00).As of 31 December 2022, the interest income in the account of raised funds minus service charges stood at RMB8,783,139.80 (2019:
RMB795,775.14; 2020: RMB1,142,652.22; 2021: RMB513,577.57; 2022: RMB6,331,134.87). The amount of structured depositsredeemed was RMB7,130,000,000.00 (2019: RMB100,000,000.00; 2020: RMB2,950,000,000.00; 2021: RMB4,080,000,000.00).The amount of income from structured deposits was RMB41,738,931.50 (2019: RMB302,465.75; 2020: RMB28,538,767.13; 2021:
RMB12,897,698.62). The amount of seven days call deposits redeemed was RMB1,070,000,000.00 (2021: RMB900,000,000.00;2022: RMB170,000,000.00). And the amount of income from seven days call deposits was RMB7,856,335.42 (2021:
RMB4,756,502.08; 2022: RMB3,099,833.34).The Proposal on the Conclusion of the Investment Project with Funds Raised through Share Offering for Asset Acquisition and Useof the Surplus Raised Funds for Permanent Supplementation of Working Capital was approved at the 9
th
Extraordinary Meeting ofthe 10
th
Board of Directors in 2022 and the 3
rdExtraordianry General Meeting of 2022 dated 29 November 2022 and 23 December2022, respectively. As such, it was agreed that the surplus raised funds can be used to permanently supplement the working capital.As of 31 December 2022, the Company had transferred the surplus raised funds of RMB469,235,302.99 to the account of its ownfunds for permanent supplementation of the working capital. Therefore, the balance of the raised funds was nil and the account ofraised funds has been cancelled.(II) Funds Raised through the Private Placement of Shares in 2022Pursuant to the Reply of China Securities Regulatory Commission on the Approval of the Private Placement of China Merchants PortGroup Co., Ltd. (ZJXK [2022] No. 1657), the Company issued, in a private placement, a total of 576,709,537 shares of RMB-denominated ordinary shares (A-shares) to specified investors at a fixed price of RMB18.50/share, raising a total ofRMB10,669,126,434.50, with the net amount after deducting issuance costs (exclusive of tax) being RMB10,632,533,330.40. Theactual amount deposited in the raised funds account was RMB10,642,126,434.50 (inclusive of to-be-deducted other issuance costsof RMB9,593,104.10. Following the arrival of the aforesaid funds at the Company’s specialized account for raised funds (accountNo. 755901118610707) at the Shenzhen Xinshidai sub-branch of China Merchants Bank Co., Ltd., Deloitte Touche TohmatsuCertified Public Accountants LLP verified the funds raised in the private placement on 16 September 2022 and issued a CapitalVerification Report (DSB (Y) Z (22) No. 00471).As of 31 December 2022, a total of RMB14,603,750,000.00 of raised funds had been used, including: (1) RMB7,600,000,000.00used after the arrival of the raised funds, including debt repayments of RMB7,600,000,000.00; (2) RMB3,750,000.00 for payingissuance costs; (3) RMB4,900,000,000.00 for purchasing structured deposits; RMB200,000,000.00 for purchasing seven days calldeposits; and RMB1,900,000,000.00 for purchasing term deposits. As of 31 December 2022, the interest income from the raisedfunds minus service charges stood at RMB17,445,775.40; structured deposits redeemed were RMB4,100,000,000.00, and incomefrom cash management was RMB10,056,182.64.As of 31 December 2022, the Company's unspent balance of raised funds was RMB3,065,878,392.54.
Committe
dinvestment projectand superraise fundarrangem
ent
| Committed investment project and super raise fund arrangement | Changed or not (including partial changes) | Committed investment amount | Investment amount after adjustment (1) | Investment amount in the Reporting Period | Accumulative investment amount as of the period-end (2) | Investment schedule as the period-end (3)＝(2)/(1) | Date of reaching intended use of the project | Realized income in the Reporting Period | Whether reached anticipated income | Whether occurred significant changes in project feasibility |
| Committed investment project | ||||||||||
| 1. Supporting transformation | Yes | 18,599.73 | N/A | N/A | N/A | N/A | N/A | N/A (Note 1) | N/A | N/A |
project ofHan Port
| project of Han Port | ||||||||||
| 2. Transformation project of Haixing Harbor (Phase II) | No | 200,000.00 | 218,599.73 | 18,020.11 | 177,514.04(Note 3) | 81.21 | 28 June 2021 | 8,333.15 | No (Note 2) | No |
| 3. Replenishing working capital and repaying debt | No | 1,063,253.33 | 1,063,253.33 | 760,000.00 | 760,000.00 | 71.48% | N/A | N/A | N/A | |
| Subtotal of committed investment project | -- | 1,281,853.06 | 1,281,853.06 | 778,020.11 | 937,514.04 | -- | -- | 8,333.15 | -- | -- |
| Super raise fund arrangement | ||||||||||
| N/A | ||||||||||
| Subtotal of super raise fund arrangement | -- | N/A | N/A | N/A | N/A | -- | -- | 0 | -- | -- |
| Total | -- | 1,281,853.06 | 1,281,853.06 | 778,020.11 | 937,514.04 | -- | -- | 8,333.15 | -- | -- |
| Condition and reason for not reaching the schedule and anticipated income (by specific items) | Note 1: Based on the estimated construction progress of supporting transformation project of Han Port, USD79 million and USD281 million were planned to be used to build an oil wharf and a tank area respectively in 2019 and 2020; USD12.48 million and USD179.6 million were planned to be used to acquire quay cranes, yard cranes and other operating equipment respectively in 2019 and 2020. The funds were estimated to be fully spent by 2020. So far the project has been delayed. According to the Company’s overall development planning, in order to further optimize its internal resource allocation, increase the utilization efficiency of funds and safeguard shareholders’ rights and interests, the Company used RMB185,997,300 of the fund raised in transformation project of Haixing Harbor (Phase II). Note 2: The Transformation project of Haixing Harbor (Phase II) obtained the port operation license on 24 June 2021, passed the acceptance check by the competent port administration on 28 June 2021 and has been put into operation. This project generated income of RMB83.3315 million in 2022. However, as the project is currently in the early stage of operation and business is gradually picking up, the anticipated income has not yet been reached. Note 3: As of 31 December 2022, the Company had invested a total of RMB1,775.1404 million, representing a saving of RMB410.8569 million from the total committed investment of raised funds of RMB2,185.9973 million. After the conclusion of the raised funds investment project, the Company used the balance of RMB410.8569 million, as well as the cash management income of RMB58.3784 million from the raised funds account, amounting to a total of RMB469.2353 million, for permanent replenishment of working capital. The Proposal on the Conclusion of the Investment Project with the Funds Raised through the Private Placement of Shares for Asset Acquisition and Using the Surplus Raised Funds to Permanently Replenish Working Capital was approved at the 9th Extraordinary Meeting of the 10th Board of Directors in 2022 and the 6th Extraordinary Meeting of the 10th Supervisory Committee in 2022 dated 29 November 2022, and later at the 3rd Extraordinary General Meeting of 2022 dated 23 December 2022. As such, the Company was agreed to conclude the investment project with the funds raised through the private placement of shares for asset acquisition and use the surplus funds raised to permanently replenish its working capital. | |||||||||
| Notes of condition of significant changes occurred in project feasibility | N/A | |||||||||
| Amount, usage and schedule of super raise fund | N/A | |||||||||
Changesinimplementationaddress ofinvestment project
| Changes in implementation address of investment project | N/A |
| Adjustment of implementation mode of investment project | N/A |
| Upfront investment and transfer of investment project | Advance investment and replacement of the Company's 2019 private offering fund raising project: BDO China Shu Lun Pan Certified Public Accountants LLP verified the upfront investment with self-pooled funds in raised funds investment projects, and issued the XKSSBZ [2019] No. 10423 The Audit Report on the Upfront Investment with Self-Pooled Funds in raised Funds Investment Project of Shenzhen Haixing Harbor Development Co., Ltd. dated 12 November 2019. As of 31 October 2019, the upfront investment with self-pooled funds in raised funds investment projects amounted to RMB582.7224 million. In December 2019, pursuant to the Proposal on the Swap of Raised Funds and Upfront Investment of Self-Pooled Funds approved at the 11th Extraordinary Meeting of the 9th Board of Directors in 2019, the Company has completed the swap of the aforesaid funds. |
| Use of idle raised funds for cash management purposes | (I) Funds Raised through the Private Placement of Shares in 2019 On 22 November 2019, the 11th Extraordinary Meeting of the 9th Board of Directors in 2019 reviewed and approved the Proposal on the Implementation of Cash Management by the Usage of Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of no more than RMB1.2 billion. The quota was valid within 12 months of the date when the said proposal was approved by the Board. And the cash management amount would be returned to the account of raised funds upon the expiry. On 30 November 2020, the Second Extraordinary Meeting of the 10th Board of Directors in 2020 and the Second Extraordinary Meeting of the 10th Supervisory Committee in 2020 reviewed and approved the Proposal on the Implementation of Cash Management by the Usage of Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of no more than RMB800 million. The quota was valid within 12 months of the date when the said proposal was approved by the Board. And the cash management amount would be returned to the account of raised funds upon the expiry. On 23 December 2021, the 13th Meeting of the 10th Board of Directors in 2021 and the 7th Extraordinary Meeting of the 10th Supervisory Committee in 2021 reviewed and approved the Proposal on the Implementation of Cash Management by the Usage of Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of no more than RMB600 million on a rolling basis within 12 months of the approval of the said proposal by the Board of Directors. As of 31 December 2022, the Company has purchased RMB7,130 million of structured deposits and RMB1,070 million of seven days call deposits (2019: RMB1,200 million of structured deposits; 2020: RMB2,650 million of structured deposits; 2021: RMB3,280 million of structured deposits and RMB900 million of seven days call deposits; 2022: RMB170 million of seven days call deposits) at CMB Shenzhen New Times Sub-branch with temporarily idle raised funds. The purchased RMB7,130 million of structured deposits and RMB1,070 million of seven days call deposits have been redeemed (2019: RMB100 million of structured deposits; 2020: RMB2,950 million of structured deposits; 2021: RMB4,080 million of structured deposits and RMB900 million of seven days call deposits; 2022: RMB170 million of seven days call deposits). The amount of income from structured deposits was RMB41.7389 million (2019: RMB0.3024 million; 2020: RMB28.5388 million; 2021: RMB12.8977 million). The amount of income from seven days call deposits was RMB7.8563 million (2021: RMB4.7565 million; 2022: RMB3.0998 million). (II) Funds Raised through the Private Placement of Shares in 2022 On 29 September 2022, the 7th Extraordinary Meeting of the 10th Board of Directors in 2022 and the 4th Extraordinary Meeting of the 10th Supervisory Committee in 2022 reviewed and approved the Proposal on the Implementation of Cash Management by the Usage of Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of no more than RMB10 billion on a rolling basis. The quota was valid within 12 months of the date when the said proposal was approved by the Board. And the cash management amount would be returned to the account of raised funds upon the expiry. The Company disclosed the Announcement on the Implementation of Cash Management by the Usage of Idle Raised Funds with details of the cash management. In 2022, the Company used idle raised funds for cash management purposes. As of 31 December 2022, it had purchased, with temporarily idle raised funds, RMB4,900 million of structured deposits, RMB200 million of seven days call deposits, and RMB1,900 million of term deposits, in 2022. In 2022, RMB4,100 million of structured deposits were redeemed. In the year, structured deposits generated an income of RMB10.0562 million. |
| Amount of surplus in project implementation and the reasons | The reasons for the surplus in the Company's 2019 private offering fund raising project are as follows: (1) Due to the long implementation period of the projects, during the implementation, the Company strictly followed the relevant regulations on the use of the raised funds, and used the raised funds prudently in accordance with the principles of use for specified purposes only, reasonable, effective and frugal under the premise of ensuring quality and progress. It strictly controlled the procurement process and payment progress, strengthening the control, supervision and management of the cost of each link. And it reduced the cost through commercial negotiation, price inquiry and comparison, saving construction expenses for the projects. (2) The Company conducted cash management of idle raised funds, including structured deposits and seven days call deposits, in accordance with the law, without affecting the implementation of the raised funds investment projects, which improved the efficiency of the idle raised funds and generated income in the duration of the raised funds. (3) The construction contracts of some of the projects have instalment payment terms, and outstanding project warranties are subject to a certain period of time before payment. The Proposal on the Conclusion of the Investment Project with the Funds Raised through the Private Placement of Shares for Asset Acquisition and Using the Surplus Raised Funds to Permanently Replenish Working Capital was approved at the 9th Extraordinary Meeting of the 10th Board of Directors in 2022 and the 6th Extraordinary Meeting of the 10th Supervisory Committee in 2022 dated 29 November 2022, and later at the 3rd Extraordinary General Meeting of 2022 dated 23 December 2022. As such, the Company was agreed to conclude the investment project with the funds raised through the private placement of shares for asset acquisition and use |
the surplus funds raised to permanently replenish its working capital. The Company has disclosed in December 2022 the aforesaidmatter in detail.In December 2022, the Company transferred the unused raised funds of RMB410,856,896.27 and the cash management income ofRMB58,378,406.72, totalling RMB469,235,302.99, to the account of its own funds for permanently replenishing working capital. Andthe raised funds account has been cancelled.
| the surplus funds raised to permanently replenish its working capital. The Company has disclosed in December 2022 the aforesaid matter in detail. In December 2022, the Company transferred the unused raised funds of RMB410,856,896.27 and the cash management income of RMB58,378,406.72, totalling RMB469,235,302.99, to the account of its own funds for permanently replenishing working capital. And the raised funds account has been cancelled. | |
| Usage and destination of unused funds | Unused fund was deposited in the fund-raising account. |
| Problems incurred in fund using and disclosure or other condition | N/A |
(3) Re-purposed Raised Funds
□ Applicable √ Not applicable
The company did not change the project of raising funds in the Reporting Period.VIII Sale of Major Assets and Equity Investments
1. Sale of Major Assets
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Investments
□ Applicable √ Not applicable
IX Major SubsidiariesMajor fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10%effect on the Company’s net profit
Unit: RMB
| Name | Relationship with the Company | Principal activity | Registered capital | Total assets | Net assets | Operating revenue | Operating profit | Net profit |
| Shanghai International Port (Group) Co., Ltd. | Joint stock company | Business related to port, container and terminal | 23,284,144,750.00 | 181,801,705,598.86 | 121,167,048,431.51 | 37,279,806,723.63 | 20,588,311,777.65 | 17,910,112,648.83 |
ChinaMerchantsPortHoldingsCompanyLimited
| China Merchants Port Holdings Company Limited | Subsidiary | Port business, bonded logistics and property investment | 46,668,174,018.78 (HKD) | 150,395,180,920.03 | 106,480,928,048.93 | 10,926,649,847.41 | 8,653,197,640.92 | 7,771,272,424.87 |
Subsidiaries obtained or disposed in the Reporting Period:
| Subsidiary | How subsidiary was obtained or disposed in the Reporting Period | Effects on overall operations and operating performance |
| Port Development (Hongkong) Company Limited | Newly incorporated | No significant impact |
| Guangdong Shunkong Port-related Development and Construction Co., Ltd. | Asset acquisition | No significant impact |
| Asia General Investment Corporation | Newly incorporated | No significant impact |
| Merit Bravo Enterprises Limited | Newly incorporated | No significant impact |
| Golden Matrix Holdings Limited | De-registered | No significant impact |
| Shantou Port Huaxing Engineering Management Co., Ltd. | De-registered | No significant impact |
| Zhanjiang Port Haichuan Trading Co., Ltd. | De-registered | No significant impact |
Notes of major holding companies and joint stock companiesThere is no information on major holding companies and joint stock companies for the Company todisclose during the Reporting Period.X. Structured Bodies Controlled by the Company? Applicable √ Not applicableXI Outlook for the Future Development of the Company
1. Layout and trends of the industry
In terms of international economy and trade, the Russia-Ukraine Conflict is likely to further escalateand the global financing tightening could aggravate the debt distress and disturb the process ofeconomic recovery. It is expected that the growth of global economy will enter into the slowdownphase. Economies are facing potential crises in energy, food and debt, which have increased theuncertainty of global economy. The continuous geopolitical tensions and the rise of “unilateralism”and “protectionism” have increased the risk of the reconstruction of industrial and supply chains. Thesignificant increase of events caused by extreme weathers and climates will also constitute a threat tointernational production and transportation activities. However, the pent-up demand of manyeconomies and the declining inflation acceleration might lead to a robust economic boost, which willalleviate adverse risks.
For domestic economy and trade, China continues to advance the “14
thFive-Year Plan” in a strongand orderly manner, consistently adheres to the general principle of “making progress while ensuringstability” in economic work and promotes reform and stimulates vitality and consolidates the basisfor economic recovery and development by making a big push to ensure “stability on the six frontsand security in the six areas”. With policies to stabilize economy gradually implemented and effectsof trade agreements continuously released, the liquidity of transnational trade elements will be furtherimproved, the momentum of import and export of commodities will be strengthened, economy andtrade will stay within a reasonable ambit and the steady development of port industry will be promoted.In recent years, across the world are spreading unprecedented changes. Port, as a major carrier andpart of international trade flow, has played a significant role in global trade and transport systems.Global port operators have seized opportunities of the times, made efforts to improve the quality ofport services, continuously enlarged the sphere of influence of the ports, strengthened thecollaborative effects with other logistics participants and provided clients with higher-quality andmore comprehensive logistics solutions. Resources competition among international ports willcontinue, which will bring new opportunities and challenges to the port industry. In the future, theport industry will develop towards the following trends:
(1) Globalization of port network. With the pushed process of international economic integration andthe exacerbated competition in port markets globalization, the demand for port transformation andupgrade is no longer sorely pursuing the maximization of port handling capacity and corporateeconomic benefits. Instead, it makes the maximization of the long-term value of ports a target. TheCompany should continue to complete and enrich the globalization layout of ports, identifyacquisition projects with investing potential, actively explore ports with strategic significance, andfurther improve the competence, influence and sustainability of the corporate.
(2) Integration of port services. The prominent problem of global supply chain and the accelerationof regionalization and localization of industrial chain have further promoted the business extensionand reform of the port industry. While focusing on the major port business, the Company shouldactively expand port extension business, carry out innovative port commercial modes, put forwardprofessional and customized logistics solutions and provide clients with logistics services that aremore flexible, secure and efficient.
(3) Digitalization of port operation. Port digitalization extent is outperforming the effect of theupgrade of physical infrastructure in increasing the port production efficiency. The breakthrough andinnovation of digital techniques will accelerate the upgrade of the industry from “digitalization” to“digital intelligence” and continuously empower the core businesses, such as the production,management, services and ecology of the port. Digital technology infuses the port enterprises withnew momentum.
(4) Green and low-carbon ports. Port is a traditional tremendous source of energy consumption andcarbon emission. Governments around the world and international institutions have made a newrequest for green transformation to achieve the “Double Reduction” goal for energy consumption andtotal amount of emission. In IMO Preliminary Strategy for Greenhouse Gas Emission Reduction fromShips, the International Maritime Organization required that, the average carbon emission intensityper unit of transport work of global shipping industry shall decrease by at least 40% by 2030,compared with 2008. The green and low-carbon transformation of port industry not only complies
with the strategic demand by the country, but also makes important contribution to the global greenenvironment and sustainable development.
2. Development strategy
The Company is committed to becoming a world-class comprehensive port service provider, baseitself in a new stage of development, implement the new development philosophy fully and faithfully,and serve and integrate itself into the new national development paradigm. In pursuit of high-qualitygrowth, it will accelerate technological leadership and innovation-driven development, achieve globalscientific layout and balanced development, provide first-class comprehensive port serviceprofessional solutions, seek more returns for shareholders, support local economic and industrialdevelopment, and contribute to the development of the port industry.Firstly, in respect of domestic homebase port strategies, the Company will seize the opportunityarising from the supply-side reform and based on the goal of “regional consolidation andenhancement of synergy”, seek for opportunities for consolidation and cooperation on an ongoingbasis across the five main coastal regions with a view to further expanding and improving the portsnetwork layout within China. The Group will lead a new direction for the consolidation of regionalports with a key focus on constantly improving the quality of port development with its best efforts.Secondly, in respect of overseas strategies, the Company will correctly understand and capitalize onthe opportunities arising from the international industrial transfers, at the same time adapting to thetrend of deploying mega-vessels and forming shipping alliances. Emphasis will be placed on thedevelopment of global major hub ports and gateway ports as well as areas with high market potential,fast-growing economy and promising development prospect. The Company will grasp opportunitiesin ports, logistics and related infrastructures investment for the on-going enhancement of its globalport network.Thirdly, in respect of innovation strategies, the Company will adhere to the principle of “drivingthrough technology and embracing changes”, under which the Company could support the future portdevelopment through increasing the investment in innovation and holding the technology high ground.By means of technological innovation and innovative management, it will significantly enhance theefficiency and effectiveness of port operation, which will help the Company transform from "scale-driven" to "quality-driven" and the business structure change from "simple port handling and storage"to "comprehensive services based on the main port business", supporting the Company's new leapfrogdevelopment with innovation, and continuously improving the Company's driving force ofdevelopment.Fourthly, for the digital strategy, the Company firmly grasps the development opportunities of"industrial digitization" and "digital industrialization", uses digitization as an entry point to empowerthe Company's production and operation, market expansion, operation management, and capitaloperation. In line with the development trends of the times and the industry, the Company uses digitaltechnology to carry out all-round transformation of traditional port terminals to promote industrialoptimization and upgrading. Relying on the stock assets and business of the ports, with the corepurpose of improving quality and efficiency, the Company improves the scientization and elaborationof production operation, customer service, operation management and decision-making, andpromotes the comprehensive upgrade of port management and service intelligence.
Fifthly, for the low-carbon strategy, the Company will firmly grasp the development opportunity ofgreen industrial transformation, thoroughly implement the concept of green development, activelyfulfil social responsibilities, continuously optimize the energy structure of the ports, improve themodern green port management system and mechanism, enrich the green energy supply scenarios,widely promote the concept of green investment and strive to building a new generation of green andsmart ports with low energy consumption and low pollution.
3. Business plans for 2023
In 2023, the Company will continue to uphold the underlying principle of pursuing progress whileensuring stability, strive to build a comprehensive port service system with stronger innovation andhigher added value based on the two-wheel drive model of "endogenous growth" and "innovationupgrading", promote the Company to achieve leapfrog and higher-quality development in terms ofthe construction of homebase ports, technological innovation, market expansion, operationmanagement, comprehensive development, capital operation, etc.As for the construction of homebase ports, the West Shenzhen homebase port will continue tooptimize the layout of the logistics supply chain in the Guangdong-Hong Kong-Macao Greater BayArea, improve the hardware level of collection and transportation infrastructures, improve the levelof port infrastructures and operating efficiency, optimize regional competition and cooperationrelationships, clear resource bottlenecks, optimize customer service, consolidate and enhance thestatus of the homebase port. Meanwhile, the Company will continue to build an integrated operationmodel of the homebase port in Sri Lanka to achieve rapid business development, seize the windowperiod, accelerate business cooperation with shipping companies, and continue to build CICT+HIPG"Twin Star", a world-class shipping centre in South Asia.In terms of technological innovation, the Company will commit to innovation-driven developmentand promote industrial transformation and upgrade by innovation and technology. Leveraging on theResearch Institute of CMPort for Technological Innovation and Development, the Company willdevelop the ecosystem for technology and innovation, and generate smart solutions for ports to buildthe integrated platform for industry, education and research. Through “CMCore” platform, theCompany will develop three major leading products for the industry, including Container TerminalOperation System (“CTOS”), Bulk Cargo Terminal Operation System (“BTOS”) and Logistic ParkOperation System (“LPOS”), striving to intelligentize the production and operation within theterminals. CTOS has successfully obtained approval from the Ministry of Transport of the PRC for amajor project, and will promote a research on structural upgrades within this year. The “CM ePort”platform will innovate the service models by improving the information service system and adoptingthe “Port + Internet” approach for the port. The “CM ePort” version 3.0 has completed the fullcoverage of domestic major ports, so as to explore and develop an open platform for intelligent ports.In terms of market expansion, the Company will be transformed from a tradesman to an itineranttrader, with a customer-centric and market-oriented approach to comprehensively enhance itsbusiness development space. The Company will improve customer service level, focus on theexpansion of high-value and high-quality goods, increase customer loyalty by bundling supply ofgoods, establish regional alliance organizations, expand the coverage of logistics supply chain,provide "customized" terminal service, and improve customer satisfaction. The Company will
intensify its efforts in market expansion. For the bulk cargo business, the Company will developintegrated bulk commodity business. For the container business, the Company will strengthen thebusiness collaboration between its ports, expand the Southeast Asian market, create high-qualityroutes, increase the concentration of routes, and increase the proportion of local cargo sources. TheCompany will mobilize the potential of business innovation, strengthen the research and developmentof bonded and commercial extension platforms, increase the business expansion of cross-border e-commerce logistics, strengthen internal coordination in supply chain extension, make resourcesinteroperable and complement each other, and form the synergy of customer diversion and serviceupgrading.In terms of operation management, the Company will speed up the construction of an operationmanagement and control system of “empowerment, professionalism and value”, comprehensivelyimprove the level of operation management, and promote endogenous growth. The Company willfurther improve the online business management process through "SMP" to support the Company'sbusiness decision-making. The Company will continue to optimize the life cycle management systemof projects, improve resource allocation standards and management standards oriented by leanmanagement, build resource dynamics and performance monitoring platform based on EAMIS(Enterprise Assets Management Information System), accelerate the construction of investmentmanagement information system, and realize the systemaltization, normalization and standardizationof asset management. The Company will strengthen international management, operation monitoringand analysis and evaluation, and further improve the interconnection among overseas ports to ensurethe safety and stability of the supply chain.In terms of comprehensive development, the Company will continue to develop innovative businessesaround the main business, and actively take measures to tap the potential. For domesticcomprehensive development, the Company will do a good job in planning and construction, focus onbonded logistics innovation business, extend to cold chain, smart technology industrial park and otherbusinesses, and actively explore new growth points for customer service in the park. For overseascomprehensive development, the Company will continue to improve the comprehensive developmentmodel of "Port-Park-City", and provide customized comprehensive service solutions and industrialincubation functions on the basis of the existing park development and investment attraction model.Meanwhile, the Company will strengthen the internal coordination of the business to form the synergyof attracting customers, improving capabilities and upgrading services.In terms of capital operation, the Company will continue to improve capital operation, promote thecreation of financial value, and prevent investment risks. The Company will improve the capitaloperation ability of stock assets, improve tax planning and fund management capabilities, furtherexplore and increase the value of stock assets, explore the mode of combining light and heavy assets,improve operation plans of investment, merger and acquisition, continue to optimize the dual-platform structure, and enhance profitability and control.
4. Possible risks and counter measures
(1) Risk of macroeconomic fluctuations
For international risks, the world economic situation in 2023 is still complicated. Risks such asinflation, food and energy crises, social unrest, and restructuring of industrial and supply chainscaused by Black Swan events such as the Russia-Ukraine conflict and political turmoil in many
countries cannot be ignored. Although frequent interest rate hikes in developed economies such asEurope and the United States can curb inflation, they will also lead to a strengthening of a singlecurrency, a tightening of the global financial environment, an increase in the cost of imports ininternational trades, and a rising financial risks in emerging market economies, which is notconducive to the recovery of the global economy. Such risks of uncertainties will shock China’sforeign trade market, container shipping market, and bulk commodity demand, and pose certainchallenges to the Company’s overseas investment and layout planning.For domestic risks, the element of China's long-term economic cycle of seeking progress whilemaintaining stability remains solid, but economic development is still facing triple pressures ofshrinking demand, supply shocks, and weakening expectations. In addition, factors such as theongoing tug-of-war in trade between China and the United States and the transfer of some industriesto emerging economies have also brought uncertainties to China's economic growth. In addition, theimplementation of technological innovation support policies in the national level amplified thenecessity and urgency of the digital transformation and upgrade in the shipping industry.Facing the risk of macroeconomic fluctuations, especially large fluctuations in international exchangerates, and rising prices of energy and commodity, the Company will scientifically identify, activelyrespond to, and actively seek changes. Firstly, the Company will fully implement the national "14thFive-Year" development plan, seize the opportunity of entering a new development stage, fullypromote the endogenous growth, innovation and upgrading of the port business, so as to promote thehigh-quality development of the Company. Secondly, the Company will thoroughly implementnational strategies such as the unified national market, the Guangdong-Hong Kong-Macao GreaterBay Area and the integration of the Yangtze River Delta, and actively participate in the constructionof a new pattern of domestic and international double-circle development. Thirdly, the Company willseize the opportunity of a new round of high-level opening-up policy, actively integrate into thedevelopment trend of economic globalization, promote the “improvement of quality and efficiency”of port-related businesses, and continuously improve the quality of port service. Fourthly, theCompany will continue to strengthen the construction of risk identification, early warning andresolution capabilities, keep an eye on international geopolitical trends, continue to follow up on theevolution of the restructuring of the global industrial chain and supply chain, actively study theevolvement rule of the trade pattern, adjust the Company's business strategy in a timely manner andprevent the impact of major external risk events.
(2) Policy risks
There are various policy risks in the port industry. For international risks, although the busy ports inEurope and the United States have entered the stage of labor negotiations, the problem has not beencompletely resolved, and there are signs of spreading to other parts of the logistics supply chain. Aseries of events such as EU countries' trade sanctions against Russia have brought unpredictablepolicy risks to the port industry. For domestic risks, under the new pattern of domestic and foreigndouble-circle development, China adheres to the opening-up policy and has launched a series ofpowerful import and export policies to help the port industry grow from more trade exchanges.Meanwhile, national strategies such as the domestic and international double circle, the Guangdong-Hong Kong-Macao Greater Bay Area, and the integration of the Yangtze River Delta will bringfavourable policies to the development of the port industry.Facing the potential policy risks, on the one hand, the Company will improve policy research,
proactively practice a series of national strategies to firmly seize the opportunities arising from thesepolicies; on the other hand, the Company will improve its operation management capability byenhancing quality and efficiency and strengthening resource allocation. Besides, the Company willconstantly improve its profitability to effectively address and mitigate risks.
(3) Operation management risks
Amidst the period of opportunities of domestic and overseas regional ports integration, the Companyhas swiftly strengthened its main port business and successfully optimized the layout of the globalport network. At the same time, the Company faces unfavourable conditions of ports in certain regionssuch as challenging operation management, relatively low investment returns, low operationalefficiency and etc. The main risks include: (1) the global operation and management environment isbecoming increasingly complex, which further increases the decision-making risk, decision-makingdifficulty and decision-making cycle of port green space and acquisition projects; (2) the frequentinterest rate hikes in European and American countries have caused the exchange rates of the U.S.dollar and the euro to resonate upward, and the renminbi and other currencies have been underpressure, increasing the risk of exchange rate fluctuations; (3) the international operation andmanagement system needs to be improved, and it is necessary to actively respond to it, activelyimprove the overall operating efficiency, and meet the needs brought about by the rapid developmentand expansion of the enterprise; (4) it is still necessary to continue to build a sound corporate riskcontrol system, and comprehensively improve the ability to deal with risks such as risk assessment,risk identification, and risk treatment.In terms of the Company’s internal operation management risks, the Company will: (1) continue toincrease the loyalty of existing customers, actively develop new customers and seize marketopportunities based on three improvement elements, namely “market, resources, services”; (2)improve internal control and compliance systems, strengthen legal empowerment businesscapabilities, ensuring effective risk identification and control and consolidating the foundation of riskcontrol; and (3) optimize risk warning system to precisely keep abreast of the development situation,identify important or major risks early with an aim to seize the prime opportunities for risk control.XII Communications with the Investment Community such as Researches, Inquiries andInterviews
Date
| Date | Place | Way of communication | Type of communication party | Object of communication | Index to basic information of researches |
| 1 April 2022 | China Merchants Port Building | Conference call | Institution | Representatives from institutions, such as Tianfeng Securities, Industrial Securities, Capital Securities, Essence Securities, Sealand Securities, China International Capital Corporation Limited | Main discussions: the basic condition of operations, investments made and the financial condition of the Company; Materials provided: |
(CICC), China GalaxySecurities, CITICSecurities, HaitongSecurities, HuataiSecurities, FounderSecurities, ShenwanHongyuan Securities,Guotai Junan Securities,the Lichang ResearchCenter, Greewoods,Golden Eagle,Changjiang Securities,China Securities,Zheshang Securities,Pacific Securities,Essence Securities, andHSBC Qianhai
| (CICC), China Galaxy Securities, CITIC Securities, Haitong Securities, Huatai Securities, Founder Securities, Shenwan Hongyuan Securities, Guotai Junan Securities, the Lichang Research Center, Greewoods, Golden Eagle, Changjiang Securities, China Securities, Zheshang Securities, Pacific Securities, Essence Securities, and HSBC Qianhai | None Index: SZSE EasyIR (http://irm.cninfo.com.cn/ircs/index) |
22 June 2022
| 22 June 2022 | China Merchants Port Building | One-on-one meeting | Institution | Shenzhen Qianhai Wanli Investment Management Co., Ltd., Chengnuo Assets, Shenzhen Mission Hills Investment Holding Co., Ltd., Rozz Asset Management, Lingchuang Investment Group Co., Ltd., Guoren P&C, Shenzhen New Thinking Investment Management Co., Ltd., Huachuang Securities, and Shenzhen Qianrong Asset Management Co., Ltd. |
| 27 July 2022 | China Merchants Port Building | One-on-one meeting | Institution | QianMing Assets, Morning Bell Assets, Banyan Investment, JM Investment, Zhifuquan Fund, Junying Investment, Huifu Fund, QHYJ Investment, Jinhuayang Investment, Jinglai Investment, Huatai Securities, Xinyuan Century |
| 31 August 2022 | China Merchants Port Building | Conference call | Institution | Shenwan Hongyuan Securities, Sealand Securities, China International Capital Corporation Limited, Guotai Junan Securities, China Galaxy Securities, CITIC Securities, Haitong Securities, Tianfeng Securities, Industrial Securities, Capital Securities, Essence Securities, Great |
Wall Securities, GuosenH&S, Nanjing Securities
| Wall Securities, Guosen H&S, Nanjing Securities | |||||
| 1 January 2022-31 December 2022 | China Merchants Port Building | By phone, or written inquiry (the EasyIR platform of SZSE or email) | Individual | Individual investors | Main discussions: the basic condition of operations, investments made and the financial condition of the Company; Materials provided: None |
| Times of communications | 105 | ||||
| Number of institutions communicated with | 57 | ||||
| Number of individuals communicated with | 101 | ||||
| Number of other communication parties | 0 | ||||
| Tip-offs or leakages of substantial supposedly-confidential information during communications | No | ||||
Part IV Corporate GovernanceI General Information of Corporate GovernanceEver since its establishment, the Company has been in strict compliance with the Company Law andSecurities Law, as well as relevant laws and regulations issued by CSRC. And it has timely formulatedand amended its relevant management rules according to the Code of Corporate Governance forListed Companies, which are conscientiously and carefully executed. An effective system of internalcontrol has thus taken shape in the Company. Details about corporate governance are set out as below:
1. Establishment of systems:
(1) Corporate governance mechanisms and rules that the Company has already established: Articlesof Association of the Company, Rules of Procedure for General Meetings, Rules of Procedure for theBoard of Directors, Working Articles of Audit Committee of the Board of Directors, Working Rulesof Annual Report for Audit Committee of the Board of Directors, Working Articles for Nomination,Remuneration and Evaluation Committee of the Board of Directors; Working Articles of Strategy andSustainability Committee of the Board of Directors, Working System for Independent Directors,Working Rules of Annual Report for Independent Directors, Rules of Procedure for the SupervisoryCommittee, Working Articles of Chief Executive Officer, Management System for Company Sharesheld by Directors, Supervisors and Senior Executives and Its Changes, Management System ofOutward Investment, Management System of Related-party Transactions, Management System ofFund-raising, Management Rules on Information Disclosure, Rules of Accountability for SignificantMistakes in Annual Report Information Disclosure, Management System on Inside Information andInsiders, Internal Audit System, Management System of Investors’ Relations, Specific System forEngaging Accountants, Management Method of Financial Tools, Management System on Person inCharge of Finance and CFO, Information Disclosure Management Rules for the Inter-bank DebtFinancing Instrument, Management System of External Guarantees, Working Articles of BoardSecretary, Management System of Securities Investments, Management System of Subsidiaries,Management Method of Donations, Rules of Procedures for Office Meeting, Management System onthe Authorization of the Board of Directors, Liabilities Management System, etc. There isn’t
difference between the actual circumstances of the Company and all established systems.
(2) System establishment and revisions: As per the relevant regulations of the China SecuritiesRegulatory Commission and the Shenzhen Stock Exchange, between the beginning of the ReportingPeriod and the date of disclosure of this report, the Company revised 19 systems and created 7 newsystems, with the relevant information disclosed on www.cninfo.com.cn, demonstrating sound andeffective systems. And details are as follows:
Mechanism
| Mechanism | Approval |
| Articles of Association of the Company, and Rules of Procedure for the Board of Directors | Approved at the 1st Extraordinary General Meeting of 2022 on 27 May 2022 |
| Working Articles of Audit Committee of the Board of Directors, Working Articles of Strategy Committee of the Board of Directors, Working Articles of Chief Executive Officer, Working Articles of Board Secretary, Management System for Company Shares held by Directors, Supervisors and Senior Executives and Its Changes, Internal Audit System, and Management System of Investors’ Relations | Approved at the 6th Meeting of the 10th Board of Directors on 29 August 2022 |
| Articles of Association of the Company, Rules of Procedure for General Meetings, Rules of Procedure for the Board of Directors, Rules of Procedure for the Supervisory Committee, Working System for Independent Directors, Management System of Related-party Transactions, Management System of Fund-raising, Management System of Securities Investments, and Management System of External Guarantees | Approved at the 2nd Extraordinary General Meeting of 2022 on 26 September 2022 |
| Working Articles of Strategy and Sustainability Committee of the Board of Directors, Management System of Outward Investment, and Rules of Procedures for Office Meeting | Approved at the 9th Extraordinary Meeting of the 10th Board of Directors on 29 November 2022 |
| Articles of Association of the Company, and Rules of Procedure for the Board of Directors | Approved at the 3rd Extraordinary General Meeting of 2022 on 23 December 2022 |
| Management Method of Donations | Approved at the 1st Extraordinary Meeting of the 10th Board of Directors in 2023 on 19 January 2023, and subject to final approval by a general meeting |
| Management System on the Authorization of the Board of Directors | Approved at the 1st Extraordinary Meeting of the 10th Board of Directors in 2022 on 28 January 2022 |
| Performance Appraisal Methods for Managers, and Management Methods for Total Remunerations | Approved at the 6th Meeting of the 10th Board of Directors on 29 August 2022 |
| Management Methods for the Remunerations of Managers, Management Methods for Professional | Approved at the 1st Extraordinary Meeting of the 10th Board of Directors in 2023 on 19 |
Managers, Management Methods for the Tenureand Contract-based System, and LiabilitiesManagement System
| Managers, Management Methods for the Tenure and Contract-based System, and Liabilities Management System | January 2023 |
2. Shareholders and shareholders’ general meeting: the Company ensures that all the shareholders,especially minority shareholders, are equal and could enjoy their full rights. The Company called andheld shareholders’ general meeting strictly in compliance with the Rules for Shareholders’ GeneralMeeting.
3. Relationship between the controlling shareholder and the Company: controlling shareholder of theCompany acted in line with rules during the reporting period, did not intervened the decisions,productions or operations of the Company directly or indirectly in exceeding the authority of theshareholders’ general meeting, and did not occupy any funds of the Company.
4. Directors and the Board of Directors: the Company elected directors in strict accordance with theArticles of Association. Number and composition of members of the Board were in compliance withrelevant laws and regulations. During the Reporting Period, the Company optimized the structure ofthe Board of Directors, adding two non-independent directors and one independent director to theoriginal nine, which achieves the reform of diversifying the Board. The Board of Directors of theCompany has 12 members now, of whom four are independent directors. During the Reporting Period,the Board of Directors implemented six powers including rights to make decisions on medium- andlong-term development, select and engage Management members, evaluate performance ofManagement members, manage the remuneration of Management members, manage the distributionof employees and manage major financial affairs in accordance with the Implementation of theFunctions and Powers of the Board of Directors formulated at the beginning of this year,strengthening the ability of the Board of Directors to exercise their rights and fulfil theirresponsibilities. All directors of the Company fulfilled their responsibilities loyally and diligently,actively attending the Board Meeting and the General Meeting, expressing views and discussing onproposals submitted to and deliberated by the Board during the Reporting Period. Proposalsdeliberated by the Board were all agreed. The Board of Directors of the Company has set up the AuditCommittee, the Nomination, Remuneration and Evaluation Committee, and the Strategy andSustainable Development Committee. During the Reporting Period, each committee gave full play toits professional functions, researched each professional affairs, offered views and advice, assisted the
Board in carrying out works, and actively came up with ideas, providing strong guarantee for thescientific and efficient decision-making of the Board.
5. Supervisors and the Supervisory Committee: number and composition of the members of theSupervisory Committee were in compliance with the requirements of laws and regulations. Thesupervisors diligently and seriously performed their duties and obligations, took responsible attitudesto all shareholders and supervised the financial affair as well as the performance by the Company’sDirectors, managers and other senior executives of their duties in compliance with the laws andregulations.
6. Stakeholders: the Company fully respected and safeguarded the legal rights and interests of thebanks and other creditors, staff, clients and other stakeholders so as to develop the Company in aconsistent and healthy way.
7. Information disclosure and transparency: As the department for the management of informationdisclosure, the Board of Directors of the Company is responsible for managing the informationdisclosure matters of the Company. Chairman of the Board assumes a central role in managing theinformation disclosure matters of the Company while the Board Secretary is responsible fororganizing and coordinating such matters. The Board Secretary of the Company is responsible for themanagement of investor relationships. Unless expressly authorized and trained, other directors,supervisors, senior management members and staff members of the Company should avoid speakingon behalf of the Company in investor relationship activities. The Company disclosed relevantinformation in a true, accurate, complete and timely way in strict accordance with the requirementsof laws, regulations and the Articles of Association, formulated the Management Rules onInformation Disclosure, the Management System on Inside Information and Insiders and the Ruleson the Management of Investors Relations, and designated Securities Times, China Securities Journal,Shanghai Securities News, Ta Kung Pao and http://www.cninfo.com.cn as its newspaper and websitefor information disclosure, so as to ensure all shareholders have equal opportunity to obtain theinformation.Since the foundation, the Company was consistently in strict accordance with Company Law andrelevant laws and regulations to make a standard operation, continued business-running in line withrelevant requirements of Corporate Governance Principle for Listed Companies and earnestly made
effort to protect profit and interests of shareholders and stakeholders.Indicate by tick market whether there is any material incompliance with the laws, administrativeregulations and regulations issued by the CSRC governing the governance of listed companies.
□ Yes √ No
No such cases in the Reporting Period.II The Company’s Independence from Its Controlling Shareholder and Actual Controller inAsset, Personnel, Financial Affairs, Organization and BusinessThe Company is absolutely independent in business, personnel, assets, finance and organization fromits controlling shareholder and actual controller. Details are set out as follows.Separation in business: The Company has its own assets, personnel, qualifications and ability to carryout operating activities and is able to operate independently in the market. Separation in personnel:
The Company has basically separated its staff from its controlling shareholder. No senior managementstaff of the Company holds positions at controlling shareholder of the Company. Separation in assets:
The Company possesses its own self-governed assets and domicile. Separation in organization: TheCompany has established and improved the corporate governance structure according to law and hasan independent and complete organizational structure. Separation in finance: The Company has setup its own financial department as well as normative accounting system and the financialmanagement system on its subsidiaries. The Company has its own bank accounts and does not sharethe same bank account with its controlling shareholder. The Company has been paying tax inaccordance with the laws and regulations on its own behalf.III Horizontal Competition
□ Applicable √ Not applicable
IV Annual and Special General Meetings Convened during the Reporting Period
1. General Meeting Convened during the Reporting Period
Meeting
| Meeting | Type | Investor participation ratio | Date of the meeting | Disclosure date | Index to disclosed information |
The 2021 AnnualGeneral Meeting
| The 2021 Annual General Meeting | Annual General Meeting | 88.89% | 21 April 2022 | 22 April 2022 | For the resolution announcement (No. 2022-040), see http://www.cninfo.com.cn |
| The 1st Extraordinary General Meeting of 2022 | Extraordinary General Meeting | 88.84% | 27 May 2022 | 28 May 2022 | For the resolution announcement (No. 2022-051), see http://www.cninfo.com.cn |
| The 2nd Extraordinary General Meeting of 2022 | Extraordinary General Meeting | 88.97% | 26 September 2022 | 27 September 2022 | For the resolution announcement (No. 2022-078), see http://www.cninfo.com.cn |
| The 3rd Extraordinary General Meeting of 2022 | Extraordinary General Meeting | 91.54% | 23 December 2022 | 24 December 2022 | For the resolution announcement (No. 2022-101), see http://www.cninfo.com.cn |
2. Special General Meetings Convened at the Request of Preferred Shareholders with ResumedVoting Rights
□ Applicable √ Not applicable
V Directors, Supervisors and Senior Management
1. General Information
| Name | Office title | Incumbent/Former | Gender | Age | Start of tenure | End of tenure | Beginning shareholding (share) | Increase in the Reporting Period (share) | Decrease in the Reporting Period (share) | Other increase/decrease (share) | Ending shareholding (share) | Reason for share change |
| Deng Renjie | Chairman of the Board | Incumbent | Male | 53 | December 2018 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Wang Xiufeng | Vice Chairman of the Board and CEO | Incumbent | Male | 52 | August 2021 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
YanGang
| Yan Gang | Vice Chairman of the Board | Incumbent | Male | 50 | November 2021 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Zhang Rui | Director | Incumbent | Male | 57 | April 2022 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Liu Weiwu | Director | Incumbent | Male | 58 | May 2021 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Xu Song | Director, Chief Operation Officer, and General Manager | Incumbent | Male | 51 | October 2020 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Wu Changpan | Director | Incumbent | Male | 53 | December 2022 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Lyu Yiqiang | Director | Incumbent | Male | 46 | December 2022 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Gao Ping | Independent director | Incumbent | Male | 67 | May 2020 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Li Qi | Independent director | Incumbent | Female | 52 | May 2020 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Zheng Yongkuan | Independent director | Incumbent | Male | 45 | May 2021 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Chai Yueting | Independent director | Incumbent | Male | 59 | December 2022 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Yang Yuntao | Chairman of the Supervisory Committee | Incumbent | Male | 56 | October 2021 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Fu Bulin | Supervisor | Incumbent | Male | 51 | April 2022 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Gong Man | Supervisor | Incumbent | Female | 34 | May 2020 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Xu Jia | Supervisor | Incumbent | Male | 41 | May 2020 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Tu Xiaoping | CFO | Incumbent | Male | 57 | May 2021 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Lu Yongxin | Deputy General Manager | Incumbent | Male | 53 | December 2018 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Li Yubin | Deputy General Manager and Board Secretary | Incumbent | Male | 51 | December 2018 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Liu Bin | Deputy General Manager | Incumbent | Male | 54 | September 2022 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
| Liu Libing | General Counsel | Incumbent | Male | 49 | August 2020 | May 2023 | 0 | 0 | 0 | 0 | 0 | N/A |
YanShuai
| Yan Shuai | Former Director | Former | Male | 50 | December 2018 | February 2022 | 0 | 0 | 0 | 0 | 0 | N/A |
| Song Dexing | Former Director | Former | Male | 60 | December 2018 | May 2022 | 0 | 0 | 0 | 0 | 0 | N/A |
| Hu Qin | Former Supervisor | Former | Female | 56 | December 2018 | February 2022 | 0 | 0 | 0 | 0 | 0 | N/A |
| Zhang Yiming | Former Deputy General Manager | Former | Male | 59 | May 2021 | April 2022 | 0 | 0 | 0 | 0 | 0 | N/A |
| Total | -- | -- | -- | -- | -- | -- | 0 | 0 | 0 | 0 | 0 | -- |
Indicate by tick mark whether any directors or supervisors left or any senior management weredisengaged during the Reporting Period
□ Yes √ No
Change of Directors, Supervisors and Senior Management
| Name | Office title | Type of change | Date of change | Reason for change |
| Yan Shuai | Director | Resigned | 25 February 2022 | Job change |
| Hu Qin | Supervisor | Resigned | 25 February 2022 | Retirement |
| Zhang Yiming | Deputy General Manager | Resigned | 11 April 2022 | Job change |
| Zhang Rui | Director | Elected | 21 April 2022 | Elected |
| Yan Gang | Director | Elected | 21 April 2022 | Elected |
| Fu Bulin | Supervisor | Elected | 21 April 2022 | Elected |
| Song Dexing | Director | Resigned | 25 May 2022 | Job change |
| Yan Gang | COO, GM | Resigned | 25 May 2022 | Reappointment |
| Yan Gang | Vice Chairman | Elected | 27 May 2022 | Elected |
| Xu Song | Deputy General Manager | Resigned | 25 May 2022 | Reappointment |
| Xu Song | COO, GM | Appointed | 27 May 2022 | Appointed |
| Xu Song | Director | Elected | 26 September 2022 | Elected |
| Liu Bin | Deputy General Manager | Appointed | 29 September 2022 | Appointed |
| Wu Changpan | Director | Elected | 23 December 2022 | Elected |
| Lyu Yiqiang | Director | Elected | 23 December 2022 | Elected |
| Chai Yueting | Independent Director | Elected | 23 December 2022 | Elected |
2. Biographical Information
Professional backgrounds, major work experience and current duties in the Company of theincumbent directors, supervisors and senior management:
Deng Renjie, Chairman of the Board, graduated from Beijing Electronic Science & TechnologyInstitute with a bachelor’s degree in computing, and later from Dalian Maritime University with amaster’s degree in international law. Currently, he serves as the Chairman of the Board of theCompany, the Deputy General Manager of China Merchants Group Co., Limited, and the Chairmanof the Board & Non-executive Director of China Merchants Port Holdings Company Limited. He isalso the Vice President of China Communications and Transportation Association, as well as theExecutive Director and Vice President of the 9
th
Council of China Highway & Transportation Society.Meanwhile, he used to be Researcher of General Office of the Ministry of Communications, DeputyDirector of General Office of Hunan Provincial Party Committee, Deputy Secretary General of HunanProvincial Party Committee, Deputy Secretary General of Party Committee of Xinjiang AutonomousRegion, General Manager Assistant & Head of Office of China Merchants Group Co., Limited, andChairman of the Board of China Merchants Expressway Network & Technology Holdings Co., Ltd.,Chairman of the Board of Liaoning Port Group Co., Ltd., etc. He was the Vice Chairman of the Boardof the Company from December 2018 to January 2020, and has been the Chairman of the Board ofthe Company since February 2020.Wang Xiufeng, Vice Chairman of the Board & CEO, senior accountant, and senior engineer,graduated from Northeast University with a bachelor's degree in industrial accounting, and obtainedmaster's degree in business administration from Tsinghua University. Currently, he is the ViceChairman of the Board & CEO of the Company, as well as the Vice President and CEO of ChinaMerchants Port Holdings Company Limited. He previously served as the General Manager of China22MCC Group Corporation Ltd., Chairman of MCC Jingtang Construction Ltd., Vice President ofChina Metallurgical Group Corporation, Director of Anhui Wantong Expressway Company Limited,a director of Henan Zhongyuan Expressway Co., Ltd., Vice Chairman of Shandong Hi-SpeedCompany Limited, Director of Xingyun Shuju (Beijing) Technology Co., Ltd., CFO of CMG HuajianExpressway Investment Co., Ltd., and Chairman and General Manager of China MerchantsExpressway Network & Technology Holdings Co., Ltd. Mr. Wang has been CEO of the Companyfrom August 2021 and Vice Chairman of the Board of the Company since September 2021.Yan Gang, Vice Chairman of the Board, graduated from Xiamen University with a bachelor’s ininternational trade, and completed an MBA program co-created by the Maastricht School of
Management (Maastricht, the Netherlands) and Shanghai Maritime University. He now serves asVice Chairman of the Board of the Company, non-executive director of China Merchants PortHoldings Company Limited, member of Commercial (Third) Functional Constituency of theLegislative Council of the Hong Kong Special Administrative Region of the People’s Republic ofChina, and member of the Maritime and Port Development Committee of Hong Kong Maritime andPort Board. He served as the senior logistic manager in Neptune Orient Lines Limited and Hong KongSwire Group, Chief Commercial Supervisor, Deputy General Manager, Executive Deputy GeneralManager and General Manager of Shekou Container Terminals Limited, Deputy General Manager,Chief Commercial Officer and Managing Director of China Merchants Port Holdings CompanyLimited, Chief Representative of the Representative Office of China Merchants Group Limited in theBaltic Sea, General Manager of Great Stone Industrial Park, Deputy General Manager, ChiefOperating Officer and General Manager of China Merchants Port Group Co., Ltd., and the memberof the Pilotage Advisory Committee of Marine Department of the Government of the Hong KongSpecial Administrative Region and the Logistic Service Advisory Committee of Hong Kong TradeDevelopment Council. He has served as a Director of the Company since April 2022 and ViceChairman of the Board of the Company since May 2022.Zhang Rui, Director, intermediate accountant, Executive Master of Business Administration degreefrom Shanghai University of Finance and Economics. He now serves as Director of the Company,the Head (Director level) of the Human Resource Department (Party Committee OrganizationDepartment) of China Merchants Group Limited, and Supervisor of China Merchants Steamship Co.,Ltd. Mr. Zhang served as a Deputy General Manager of Audit Department, General Manager andDeputy General Manager of Property Rights Management Department, Director of ComprehensiveTransportation Department and Overseas Business Department in China Merchants Group Limited,General Manager of China Merchants Logistics Group Co., Ltd., Deputy General Manager ofSinotrans Limited, Chairman of the Board and General Manager of China Yangtze Shipping GroupCo., Ltd., Executive Director of Shanghai Changjiang Steamship Co., Ltd., Nanjing Changjiang OilTransportation Corporation and China Yangtze Shipping Co., Ltd., Chairman of the Board of ChinaYangtze Shipping Co., Ltd. and Nanjing Port (Group) Co., Ltd. and China Merchants Nanjing OilTransportation Co., Ltd., and Supervisor of China Merchants Group (Beijing) Limited. He has served
as a Director of the Company since April 2022.Liu Weiwu, Director and intermediate accountant, graduated from the Economics Department ofXi'an Highway Institute with a bachelor's degree in engineering, and obtained a master's degree inbusiness administration from Macau University of Science and Technology. He is currently a Directorof the Company, and the Head of the Finance Department (Property Rights Department) of ChinaMerchants Group Limited. He previously served as the Head of Treasury Division of FinancialDepartment of Guangzhou Ocean Shipping Company, the Manager of Financial Department of HongKong Ming Wah Shipping Company Limited, the Deputy General Manager of the FinanceDepartment of China Merchants Group Limited, and the Chief Financial Officer, the Deputy GeneralManager and a director of China Merchants Energy Shipping Co., Ltd., Director of China MerchantsChongqing Communications Technology Research & Design Institute Co., Ltd., China MerchantsTaipingwan Development&Investment Co., Ltd., China Merchants Industry Holdings Co., Ltd.,China Merchants Group Finance Co., Ltd., China Merchants Zhangzhou Development Zones Co.,Ltd., China Merchants Expressway Network & Technology Holdings Co., Ltd., Non-executiveDirector of Sinotrans Limited, Director of China Merchants Investment Development Co., Ltd., andDirector of China Merchants Testing Technology Holding Co., Ltd. He has served as a director ofthe Company since May 2021.Xu Song, Director, COO & General Manager, holds a bachelor's degree in Material Managementof the Huazhong University of Science and Technology, Master of Business Administration (MBA)of the Dongbei University of Finance & Economics, Master of International Business (MIB) of theCoventry University, and Ph.D. in Transportation Planning and Management of the Dalian MaritimeUniversity. He is also a Senior Economist. Currently, he serves as the Director, COO & GeneralManager of the Company, as well as the Non-executive Director & Managing Director of ChinaMerchants Port Holdings Company Limited. He used to work as Deputy General Manager at DalianPort Container Co., Ltd.; Deputy General Manager and General Manager at Dalian Port Jifa LogisticsCo., Ltd.; General Manager at Dalian Port Container Co., Ltd.; General Manager at Dalian PortNorthern Huanghai Sea Port Cooperative Management Company; General Manager at Dalian Port(PDA) Company Limited; Deputy General Manager, director, and General Manager of Dalian Port;Deputy General Manager of Liaoning Port Group Co., Ltd.; and Deputy General Manager of the
Company. He has been COO and General Manager of the Company since May 2022 and Director ofthe Company since September 2022.Wu Changpan, Director, graduated from the Power Plant and Power System major of HangzhouElectric Power College and Human Resource major of Central China Normal University. He nowserves as a Director of the Company and Director of Investment Development Department inZhejiang Provincial Seaport Investment & Operation Co., Ltd. and Ningbo Zhoushan Port Group Co.,Ltd. Mr. Wu has served as Deputy Director and Director of Comprehensive Office of ZhejiangElectric Power Construction Company, Deputy Director and Director of Comprehensive Office ofZhejiang Electric Power Construction Co., Ltd., Deputy Director and Director of Investment andDevelopment Department of Ningbo Zhoushan Port Group Co., Ltd. He has served as a Director ofthe Company since December 2022.Lyu Yiqiang, Director, graduated from the Management School of Wuhan University ofTransportation and Technology with bachelor’s degree in management engineering and the School ofEconomics&Management in Shanghai Maritime University with master’s degree in businessadministration. He now serves as a Director of the Company and the Director of Production SafetyDepartment in Zhejiang Provincial Seaport Investment & Operation Co., Ltd. and Ningbo ZhoushanPort Group Co., Ltd. Mr. Lv has served in the warehouse yard team and as a staff member of MaterialDivision of Beilun Container Company of Ningbo Port Authority, a Market Director of CommerceDepartment and Duty Manager of Operations Department of Ningbo Beilun International ContainerTerminals, Deputy Head of Container Division of Business Department of Ningbo Port CompanyLimited, General Manager of Ningbo Xinggang International Shipping Agency Co., Ltd., DeputyGeneral Manager of Zhejiang Yiwu Port Co., Ltd., and General Manager of Suzhou ModernTerminals Co., Ltd. He has served as a Director of the Company since December 2022.Gao Ping, Independent Director, obtained Executive Master of Business Administration from theUniversity of International Business and Economics (UIBE). He is also a senior engineer and seniorpolitical worker. Currently, he serves as an Independent Director in the Company. His former titlesincluded first mate, Management Section Chief, and HR Manager at Shanghai Ocean Shipping Co.,Ltd., HR General Manager at COSCO Container Lines Co., Ltd., General Manager at the Crew
Department of COSCO (H.K.) Shipping Co., Ltd., Deputy General Manager at COSCO (H.K.)Shipping Co., Ltd., Deputy General Manager at Shenzhen Ocean Shipping Co., Ltd. under COSCO(H.K.) Shipping Co., Ltd., General Manager at the Organization Department/HR Department ofChina COSCO SHIPPING Corporation Limited (COSCO SHIPPING Group), Deputy GeneralManager at COSCO Shipping Lines Co., Ltd., member of 11th and 12th Shanghai Committees of theChinese People's Political Consultative Conference (CPPCC), and Deputy Director of the Committeefor Economic Affairs of the Shanghai Committee of the CPPCC.Li Qi, Independent Director, graduated from Guanghua School of Management, Peking Universitywith a PhD degree in Business Administration. Currently, she serves as an Independent Director inthe Company, as well as an associate professor at the Department of Accounting of the GuanghuaSchool of Management, Peking University. She worked as a teaching assistant and lecturer at theDepartment of Accounting and Assistant to the Dean of the Guanghua School of Management, PekingUniversity. She has been an independent director of the Company since May 2020.Zheng Yongkuan, Independent Director, graduated from China University of Political Science andLaw with bachelor's degree in law, a master's degree in civil and commercial law and doctor degreein civil and commercial law. He is now an Independent Director in the Company, as well as aprofessor of Law School, Head of Civil and Commercial Law Teaching and Research Section andDirector of Tort Law Research Center in Xiamen University. He is also a director of Civil LawResearch Institute of China Law Society, Vice President of Civil and Commercial Law ResearchInstitute of Fujian Law Society, arbitrator of Xiamen Arbitration Commission, arbitrator of QuanzhouArbitration Commission, a lawyer of Fidelity Law Firm, and an Independent Director of Fujian DeerTechnology Corp. He has been an assistant professor and associate professor in Law School, XiamenUniversity. He has served as an independent director of the Company since May 2021.Chai Yueting, Independent Director, graduated from the Department of Automation of TsinghuaUniversity with a master’s degree and a doctoral degree in engineering. He now serves as anIndependent Director of the Company, doctoral mentor in automation in Tsinghua University,Director of National Engineering Laboratory for E-Commerce Technologies, Leader of the ExpertTeam for Modern Services of the Ministry of Science and Technology of the People’s Republic ofChina, E-Commerce Standardization Team of the Standardization Administration and Expert Teamof Expert Advisory Committee for Development of National E-Commerce Demonstration Cities,editor of the international, academic journal International Journal of Crowd Science, and Independent
Director of Xinfangsheng Digital Intelligence Technology Co., Ltd. Mr. Chai has served as a memberof the 2nd and 3rd Expert Advisory Committee of State Informatization. He serves as an IndependentDirector of the Company since December 2022.Yang Yuntao, Chairman of the Supervisory Committee, graduated from Jilin University, majoringin international law, and obtained bachelor’s degree in law. Later Yang Yuntao studied at School ofLaw, University of International Business and Economics, and obtained doctor’s degree in law. He isnow Chairman of the Supervisory Committee of the Company, and Head of the Risk ManagementDepartment/Legal Compliance Department/Audit Department of CMG. Yang Yuntao hassuccessively held the posts of Deputy General Manager of Port Business Department of Sino-TransChina National Foreign Trade Transportation Corporation, General Manager of Law Department,Director, Deputy President (principal person) of SINOTRANS (Hong Kong) Group CompanyLimited, Non-Executive Director of SINOTRANS Limited, General Manager of Law Department ofSino-Trans China Foreign Trade Transportation (Group) Corporation, General Manager, DeputyGeneral Counsel, General Counsel and General Manager of Law Department of SINOTRANS &CSC, Deputy Director of Transportation & Logistics Business Department/Beijing Headquarters ofChina Merchants Group Company Limited., Deputy Director of Shipping Business ManagementPreparatory Office of China Merchants Group, Deputy General Manager and General Counsel ofChina Merchants Energy Shipping Co., Ltd.,. Yang Yuntao has been being the Supervisor of theCompany since December 2018 and the Chairman of the Supervisory Committee of the Companysince October 2021.Fu Bulin, Supervisor, intermediate accountant, graduated from the Accounting Department ofShanghai Maritime University with a bachelor’s degree in economics, and a master’s degree inbusiness management from the University of South Australia. He now serves as a Supervisor of theCompany and Deputy Director of Audit Department in China Merchants Group Limited. Mr. Fu hasserved as an Accounting Department Chief of the China Merchants Zhangzhou Development ZonesCo., Ltd., Deputy Director, Manager and Senior Manager of Audit Department of the ChinaMerchants Group Limited, and Assistant of the General Manager of Audit Department, Assistant ofthe Head of Risk Management Department and Deputy Director of the Audit Centre of ChinaMerchants Group Limited. He serves as a Supervisor of the Company since April 2022.
Gong Man, Supervisor, obtained her master's degree in accounting from the Dongbei University ofFinance & Economics, was non-practicing member of Chinese Institute of Certified PublicAccountants. Currently, she serves as a supervisor and the Senior Manager at the FinancialManagement Department of the Company. And she used to be an accountant at the FinancialDepartment of Shekou Container Terminal Co., Ltd. She has been a supervisor of the Company sinceMay 2020.Xu Jia, Supervisor, graduated from the Wuhan University of Technology and obtained a master'sdegree in Control Theory and Control Engineering. Currently, he is a supervisor and the SeniorManager at the Operations Management Department of the Company. He worked as a Senior SystemPlanning Engineer and Project Planning Director at the Engineering Technology Department ofShekou Container Terminal Co., Ltd. He has been a supervisor of the Company since May 2020.Tu Xiaoping, Chief Financial Officer, senior accountant, graduated from Shanghai MaritimeUniversity with a bachelor's degree in economics, majoring in financial accounting, and a master'sdegree in management from Zhongnan University of Economics and Law, majoring in administrationmanagement. He currently serves as the Chief Financial Officer of the Company, as well as anExecutive Director and the Chief Financial Officer of China Merchants Port Holdings CompanyLimited. He worked as accountant in Finance Division of Anhui Jianghai Transportation Company,Deputy Head of Finance Division of Anhui Ocean Shipping Co., Ltd., a clerk in the FinanceDepartment of Hong Kong Ming Wah Shipping Company Limited, Deputy Manager of the FinanceDepartment of China Merchants Group Cangma Transportation Co., Ltd., Manager of FinanceDepartment and Chief Financial Officer of China Merchants Real Estate Co., Ltd., Manager ofFinance Department of China Merchants Real Estate Group Co., Ltd., Chief Financial Officer andDeputy General Manager of Shenzhen Merchants Venture Co., Ltd., General Manager of FinanceDepartment, China Merchants Shekou Industrial Zone Co., Ltd., CFO, Deputy General Manager andParty Secretary of China Merchants Logistics Group Co., Ltd., General Manager and Deputy PartySecretary of China Yangtze Shipping Group Co., Ltd. He has served as the Chief Financial Officerof the Company since May 2021.Lu Yongxin, Deputy General Manager, graduated from Dalian University of Technology, and
obtained bachelor’s degree in English for science and technology. Later Lu Yongxin graduated fromCurtin University and obtained master’s degree in project management. Lu Yongxin now serves asDeputy General Manager of the Company, as well as Executive Director and Deputy GeneralManager of China Merchants Port Holdings Company Limited. Lu Yongxin has successively held theposts of Assistant General Manager of Zhenhua Construction Co. Ltd., Deputy Director of CHEC(Beijing) Head Office, Deputy General Manager of Research & Development Department of ChinaMerchants Port Holdings Company Limited, General Manager of Overseas Business Department,Assistant General Manager. Lu Yongxin has been dispatched to Terminal Link in France to act asCFO and Senior Vice President. Lu Yongxin has been as the Deputy General Manager of the Companysince December 2018.Li Yubin, Deputy General Manager and Board Secretary, graduated from Tianjin University,majoring in Harbor and Cannel Engineering with the bachelor of engineering degree, TianjinUniversity, majoring in engineering management, and obtained master’s degree. Later Li Yubingraduated from The University of Hong Kong and obtained doctor’s degree in real estate andconstruction. Li Yubin now serves as Deputy General Manager and Board Secretary of the Company,as well as Deputy General Manager of China Merchants Port Holdings Company Limited. Li Yubinused to be Deputy General Manager of Road and Bridge Project of China Harbor Company inBangladeshi Office, Project Director of Overseas Business Department of CHEC, Assistant GeneralManager of Planning and Commerce Department, R&D Department and Overseas BranchesDepartment of China Merchants Holdings (International) Company Limited, General Manager,Deputy General Economist of Strategy and Operation Management Department of China MerchantsPort Holdings Company Limited (CM Port Holdings) &General Manager and Chairman of the Boardof China Merchants Bonded Logistics Co., Ltd., the Chief Representative of Representative Officeof China Merchants Group in Djibouti, and the Chief Digital Officer of China Merchants Port GroupCo., Ltd. Li Yubin has been the Deputy General Manager of the Company since December 2018 andthe Board Secretary of the Company since April 2021.Liu Bin, Deputy General Manager, graduated from Zhongnan University of Economic and Lawwith a bachelor’s degree in economic law and a master’s degree in business management from DalianUniversity of Technology. He now serves as the Deputy General Manager of the Company and
Deputy Chief Economist of China Merchants Port Holdings Company Limited. Mr. Liu has servedas the Deputy General Manager of Business Management Department, Ministry of Commerce andCorporate Strategy and Development Department and General Manager of AdministrationDepartment, Human Resource Department and Supervision Department in China Merchants PortHoldings Company Limited, Director and General Manager of Shenzhen Chiwan Wharf HoldingsLimited. He serves as a Deputy General Manager of the Company since September 2022.Liu Libing, General Counsel, graduated from the Department of Philosophy, School of Philosophy,Wuhan University with a Bachelor in Philosophy. Later, he pursued further study at Sun Yat-senUniversity School of Law and obtained a Master of Laws. Currently, he serves as General Counselof the Company. He used to work as Publicity Secretary of the Political Work Department of ChinaConstruction Third Engineering Bureau, Deputy Secretary of Party Branch (deputy section level) andDeputy Director of Party Committee Office of Shenzhen Decoration Design Engineering Co., Ltd. ofChina Construction Third Bureau, Production Supervisor of Shenzhen Foxconn (Group) Company,lawyer assistant and full-time lawyer at Shenzhen Office of Shanghai City Development Law Firm,and full-time lawyer at Guangdong Sun Law Firm.Manager at the Legal Affairs Department andSenior Manager of China Merchants Property Development Co., Ltd., Manager at the Legal AffairsDepartment of China Merchants Group Co., Limited, Senior Manager at the Risk ManagementDepartment of China Merchants Group Co., Limited, and Senior Manager of the General Office andhead of the Secretariat of the Board of Directors at China Merchants Group Co., Limited. He has beenthe General Counsel of the Company since August 2020.Offices held concurrently in shareholding entities:
□ Applicable √ Not applicable
Offices held concurrently in other entities:
Name
| Name | Other entity | Office held in the entity | Start of tenure | End of tenure | Remuneration or allowance from the entity |
| Deng Renjie | China Merchants Group Co., Limited | Deputy General Manager | March 2015 | Yes | |
| Deng Renjie | China Merchants Group (H.K.) Limited | Director | December 2015 | No |
DengRenjie
| Deng Renjie | Liaoning Port Group | Chairman of the Board | November 2018 | September 2022 | No |
| Deng Renjie | China Transportation Association. | Vice President | December 2018 | No | |
| Deng Renjie | China Merchants Steamship Co., Ltd. | Director | March 2020 | No | |
| Deng Renjie | China Merchants Inspection and Certification Co. Ltd. | Executive director & GM | October 2020 | No | |
| Deng Renjie | The 9th Council of China Highway and Transportation Society | Executive Member, Vice President | September 2021 | No | |
| Deng Renjie | China Merchants Testing Technology Holdings Ltd. | Chairman of the Board | December 2021 | No | |
| Wang Xiufeng | Liaoning Port Group Co., Ltd. | Director | October 2021 | No | |
| Wang Xiufeng | China Merchants Taiping Bay Development Investment Co., Ltd. | Director | February 2022 | No | |
| Wang Xiufeng | China Merchants Northeast Asia Development Investment Co., Ltd. | Director | February 2022 | No | |
| Wang Xiufeng | China Nanshan Development (Group) Incorporation | Director | February 2022 | No | |
| Wang Xiufeng | Shenzhen Chiwan Industrial Development Co. Ltd. | Director | February 2022 | No | |
| Wang Xiufeng | Shanghai International Port (Group) Co., Ltd. | Vice Chairman of the Board | June 2022 | No | |
| Yan Gang | Terminal Link S.A.S. | Director | November 2021 | No | |
| Zhang Rui | China Merchants Group Co., Limited | Minister of HR Department (CPC Organization Department) (Group Director Level) | December 2021 | Yes | |
| Zhang Rui | China Yangtze Shipping Co., Ltd. | Executive Director | March 2018 | March 2022 | No |
| Zhang Rui | Nanjing Port (Group) Co., Ltd. | Chairman of the Board | May 2021 | March 2022 | No |
| Zhang Rui | Nanjing Tanker Corporation | Chairman of the Board | September 2021 | April 2022 | No |
| Zhang Rui | China Merchants Steamship Co., Ltd. | Supervisor | February 2022 | No | |
| Zhang Rui | China Merchants Group (Beijing) Co., Ltd. | Supervisor | February 2022 | September 2022 | No |
| Liu Weiwu | China Merchants Group Co., Limited | Minister of Financial Management Department (Property Right Department) | December 2020 | Yes | |
| Liu | China Aerospace Science and Technology | Independent | June 2018 | Yes |
Weiwu
| Weiwu | Corporation | non-executive director | |||
| Liu Weiwu | Liaoning Port Group | Director | March 2021 | No | |
| Liu Weiwu | China Merchants Chongqing Communications Technology Research & Design Institute Co., Ltd. | Director | March 2021 | September 2022 | No |
| Liu Weiwu | China Merchants Taiping Bay Development Investment Co., Ltd. | Director | March 2021 | September 2022 | No |
| Liu Weiwu | China Merchants International Finance Co., Ltd. | Director | March 2021 | No | |
| Liu Weiwu | China Merchants Industry Holdings Co., Ltd. | Director | March 2021 | September 2022 | No |
| Liu Weiwu | China Merchants Group Finance Co., Ltd. | Director | March 2021 | September 2022 | No |
| Liu Weiwu | China Merchants Zhangzhou Development Zone Co., Ltd. | Director | March 2021 | November 2022 | No |
| Liu Weiwu | China Merchants Expressway Network & Technology Holdings Co., Ltd. | Director | April 2021 | December 2022 | No |
| Liu Weiwu | China Merchants Shared Service Co. Ltd. | Executive director | April 2021 | No | |
| Liu Weiwu | China Merchants Securities Co., Ltd. | Non-executive director | June 2021 | No | |
| Liu Weiwu | China Merchants Life Insurance Company Limited | Non-executive director | June 2021 | No | |
| Liu Weiwu | Sinotrans Limited | Non-executive director | June 2021 | September 2022 | No |
| Liu Weiwu | China Merchants Port Investment Development Company Limited | Director | June 2021 | September 2022 | No |
| Liu Weiwu | China Merchants Union(BVI)Limited | Director | October 2021 | No | |
| Liu Weiwu | China Merchants Testing Technology Holdings Ltd. | Director | November 2021 | September 2022 | No |
| Xu Song | Liaoning Port Co., Ltd. | Director | November 2021 | No | |
| Xu Song | Zhangzhou China Merchants Xiamen Port Affairs Co., Ltd. | Chairman of the Board | June 2022 | No | |
| Wu Changpan | Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. | Director of Investment Development | September 2022 | Yes | |
| Wu Changpan | Ningbo Zhoushan Port Group Co.,Ltd. | Director of Investment Development | September 2022 | Yes | |
| Wu Changpan | East Harbor Investment Development Group Co., Ltd. | Director | June 2017 | No | |
| Wu Changpan | Zhejiang Zhongao Modern Industrial Park Co., Ltd. | Director | April 2016 | No | |
| Wu Changpan | Zhejiang Zhidi Holdings Co., Ltd. | Director | August 2019 | No | |
| Lyu Yiqiang | Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. | Director of Production | December 2021 | Yes |
SafetyDepartment
| Safety Department | |||||
| Lyu Yiqiang | Ningbo Zhoushan Port Group Co.,Ltd. | Director of Production Safety Department | December 2021 | Yes | |
| Lyu Yiqiang | Hangzhou Port Group Co., Ltd. | Director | June 2022 | No | |
| Lyu Yiqiang | Zhejiang Four Port Linkage Development Co., Ltd. | Director | March 2023 | No | |
| Lyu Yiqiang | Ningbo Electronic Port Co., Ltd. | Director | February 2023 | No | |
| Li Qi | Peking University | Associate Professor | August 2005 | Yes | |
| Li Qi | Guangdong Nanyue Bank Co.,Ltd. | Independent Director | November 2020 | Yes | |
| Li Qi | Lianlian Digital Technology Co., Ltd. | Independent Director | December 2020 | Yes | |
| Zheng Yongkuan | Xiamen University | Professor | August 2019 | Yes | |
| Zheng Yongkuan | Civil Law Research Institute of China Law Society | Director | June 2017 | No | |
| Zheng Yongkuan | Civil and Commercial Law Research Institute of Fujian Law Society | Vice President | November 2020 | No | |
| Zheng Yongkuan | Xiamen Arbitration Commission | Arbitrator | April 2008 | No | |
| Zheng Yongkuan | Quanzhou Arbitration Commission | Arbitrator | January 2019 | No | |
| Zheng Yongkuan | Fidelity Law Firm | Lawyer | December 2017 | No | |
| Zheng Yongkuan | Fujian Deer Technology Corp. | Independent Director | April 2022 | Yes | |
| Chai Yueting | Tsinghua University | Professor | August 1991 | Yes | |
| Chai Yueting | General Expert Group of Modern Service Industry, Ministry of Science and Technology | Group Leader | May 2018 | No | |
| Chai Yueting | E-Commerce Standardization Work Group of Standardization Administration | Group Leader | August 2016 | No | |
| Chai Yueting | Expert Group of National E-Commerce Model City Creation Work Expert Advisory Committee | Group Leader | January 2015 | No | |
| Chai Yueting | Beijing Block Chain Expert Group | Member | June 2020 | No | |
| Chai Yueting | International Journal of Crowd Science | Editor | January 2017 | No | |
| Chai Yueting | Xinfang Shengshuzhi Technology Co., Ltd. | Independent Director | November 2022 | Yes |
YangYuntao
| Yang Yuntao | China Merchants Group Co., Limited | Minister of Risk Management Department/Legal Compliance Department/Audit Department | September 2021 | No | |
| Yang Yuntao | China Yangtze Shipping Group Co., Ltd. | Chairman of the Supervisory Committee | October 2021 | No | |
| Yang Yuntao | China Merchants Shekou Industrial Zone Holdings Co., Ltd. | Supervisor | March 2022 | No | |
| Yang Yuntao | China Merchants Expressway Network & Technology Holdings Co., Ltd. | Chairman of the Supervisory Committee | March 2022 | No | |
| Fu Bulin | China Merchants Group Co., Limited | Vice Minister of Audit Department | September 2017 | Yes | |
| Fu Bulin | China Merchants Sharing Service Co. Ltd. | Supervisor | November 2021 | No | |
| Fu Bulin | China Merchants Investment Development Co., Ltd. | Supervisor | October 2022 | No | |
| Tu Xiaoping | China Nanshan Development (Group) Incorporation | Chairman of the Supervisory Committee | February 2022 | No | |
| Tu Xiaoping | Shenzhen Chiwan Industrial Development Co. Ltd. | Chairman of the Supervisory Committee | February 2022 | No | |
| Tu Xiaoping | Shenzhen China Merchants Qianhai Industrial Development Co., L | Director | April 2022 | No | |
| Lu Yongxin | Tin-can Island Container Terminal Ltd | Vice Chairman of the Board | July 2019 | No | |
| Lu Yongxin | LOME CONTAINER TERMINAL S.A. | Chairman of the Board | November 2019 | No | |
| Lu Yongxin | Kumport Liman Hizmetleri ve Lojistik San. ve Tic. A.?. | Chairman of the Board | December 2019 | April 2022 | No |
| Lu Yongxin | Terminal Link S.A.S. | Director | March 2020 | No | |
| Li Yubin | Silk Road Yishang Information Technology Co., Ltd. | Chairman of the Board | January 2019 | No | |
| Li Yubin | Shenzhen Gangteng Internet Technology Co., Ltd. | Chairman of the Board | January 2022 | No | |
| Li Yubin | Asia Airfreight Terminal Company Limited | Vice Chairman of the Board | December 2022 | No | |
| Li Yubin | Laos Vientiane Saysettha Operation and Management Co., Ltd. | Director | June 2022 | No | |
| Li Yubin | Tianjin Haitian Bonded Logistics Co., Ltd. | Vice Chairman of | June 2022 | No |
the Board
| the Board | |||||
| Liu Bin | Chiwan Shipping (Hong Kong) Company Limited | Director | July 2017 | No | |
| Liu Bin | Shenzhen Goodten Interlink Technology Co., Ltd. | Director | January 2022 | No | |
| Liu Libing | Shanghai International Port (Group) Co., Ltd. | Supervisor | October 2022 | No | |
| Note | Offices of directors, supervisor, and senior management held concurrently in other entities exclude offices held in the Company and subsidiaries within the consolidation scope. | ||||
Punishments imposed in the recent three years by the securities regulator on the incumbent directors,supervisors and senior management as well as those who left in the Reporting Period:
□ Applicable √ Not applicable
3. Remuneration of Directors, Supervisors and Senior ManagementDecision-making procedure, determination basis and actual payments of remuneration for directors,supervisors and senior management:
Decision-making procedure for the remuneration of directors, supervisors and senior management:
Remunerations for the Company’s directors, supervisors and senior management shall be nominatedby the Board of Directors and determined upon review of the Remuneration and Appraisal Committee.Allowance for the 10
th
Independent Directors is RMB150,000/year (tax included), which has beenapproved at the 2019 Annual General Meeting.Determining basis for the remuneration of directors, supervisors and senior management: The modesand amounts of the remuneration for directors, supervisors and senior management are determinedaccording to the market levels with the post value, responsibilities, etc. taken into account.Actual payment for the remuneration of directors, supervisors and senior management: Salaries andindependent director allowances were paid to directors, supervisors and senior executives on amonthly basis. And the other bonuses were paid all at one time according to the performance of eachof them.Remuneration of directors, supervisors and senior management for the Reporting Period
| Name | Office title | Gender | Age | Incumbent/Former | Total before-tax remuneration from the Company ( RMB’0,000) | Any remuneration from related party |
DengRenjie
| Deng Renjie | Chairman of the Board | Male | 53 | Incumbent | 0 | Yes |
| Wang Xiufeng | Vice Chairman of the Board and CEO | Male | 52 | Incumbent | 240 | No |
| Yan Gang | Vice Chairman of the Board | Male | 50 | Incumbent | 217 | No |
| Zhang Rui | Director | Male | 57 | Incumbent | 0 | Yes |
| Liu Weiwu | Director | Male | 58 | Incumbent | 0 | Yes |
| Xu Song | Director, COO, GM | Male | 51 | Incumbent | 251 | No |
| Wu Changpan | Director | Male | 53 | Incumbent | 0 | Yes |
| Lyu Yiqiang | Director | Male | 46 | Incumbent | 0 | Yes |
| Gao Ping | Independent director | Male | 67 | Incumbent | 15 | No |
| Li Qi | Independent director | Female | 52 | Incumbent | 15 | No |
| Zheng Yongkuan | Independent director | Male | 45 | Incumbent | 15 | No |
| Chai Yueting | Independent director | Male | 59 | Incumbent | 0.4 | No |
| Yang Yuntao | Chairman of the Supervisory Committee | Male | 56 | Incumbent | 0 | Yes |
| Fu Bulin | Supervisor | Male | 51 | Incumbent | 0 | Yes |
| Gong Man | Supervisor | Female | 34 | Incumbent | 67 | No |
| Xu Jia | Supervisor | Male | 41 | Incumbent | 62 | No |
| Tu Xiaoping | CFO | Male | 57 | Incumbent | 216 | No |
| Lu Yongxin | Deputy General Manager | Male | 53 | Incumbent | 345 | No |
| Li Yubin | Deputy General Manager and Secretary of the Board | Male | 51 | Incumbent | 255 | No |
| Liu Bin | Deputy General Manager | Male | 54 | Incumbent | 32 | No |
| Liu Libing | General Counsel | Male | 49 | Incumbent | 179 | No |
| Yan Shuai | Former Director | Male | 50 | Former | 0 | Yes |
| Song Dexing | Former Director | Male | 60 | Former | 0 | Yes |
| Hu Qin | Former Supervisor | Female | 56 | Former | 0 | Yes |
| Zhang Yiming | Former Deputy General Manager | Male | 59 | Former | 122 | No |
| Total | -- | -- | -- | -- | 2,031.4 | -- |
Note: The above-mentioned total before-tax remuneration includes the three-year strategic deferredbonus for 2019-2021 that was released by the Company during the Reporting Period.VI Performance of Duty by Directors in the Reporting Period
1. Board Meeting Convened during the Reporting Period
Meeting
| Meeting | Date of the meeting | Disclosure date | Meeting resolutions |
| The 1st Extraordinary Meeting of the 10th Board of Directors in 2022 | 28 January 2022 | 29 January 2022 | The meeting deliberated on and passed: 1. Proposal on Adjusting the Exercise Price of the Stock Options under the Company’s Stock Option Incentive Plan (Phase I) 2. Proposal on Adjusting the Number of Recipients and the Volume of Stock Options Granted regarding the Company’s Stock Option Incentive Plan (Phase I) 3. Proposal on the Failure to Meet the Exercise Conditions for the First Exercise Schedule of the Company’s Stock Options (First Grant) under the Stock Option Incentive Plan (Phase I) 4. Proposal on Cancelling Some Stock Options under the Company’s Stock Option Incentive Plan (Phase I) 5. Proposal on Establishing the Management System on the Authorization of the Board of Directors |
| The 2nd Extraordinary Meeting of the 10th Board of Directors in 2022 | 28 February 2022 | 1 March 2022 | The meeting deliberated on and passed: Proposal on the By-election of Mr Zhang Rui as a Director |
| The 5th Meeting of the 10th Board of Directors | 29 March 2022 | 31 March 2022 | The meeting deliberated on and passed: 1. Proposal on the 2021 Report on the Work of the Board of Directors 2. Proposal on the 2021 Report on Business Operations 3. Proposal on the 2021 Report on Financial Accounts 4. Proposal on the 2021 Profit Distribution and Dividend Payout Plan 5. Proposal on the Annual Report 2021 and Abstract 6. Proposal on the 2021 Corporate Social Responsibility Report 7. Proposal on the 2021 Annual Internal Control Evaluation Report 8. Proposal on Anti-fraud Risk Assessment Report for 2021 9. Proposal on the 2021 Inspection Report on the Provision of Guarantees, Related-Party Transactions, Securities Investment and Derivatives Transactions and the Provision of Financial Assistance 10. Proposal on the 2021 Law-Based Development Report (including the Report on the Development of the Compliance Management System) 11. Proposal on the 2022 Investment Plan 12. Proposal on the Company’s Five-Year Strategic Plan for 2022-2026 13. Proposal on the Confirmation of the Continuing Related-Party Transactions in 2021 and the Estimation of Such Transactions in 2022 14. Proposal on Business at China Merchants Bank Such as Deposits at and Loans and Related-Party Transactions in 2022 15. Proposal on Confirming External Guarantee Progress of the Company in 2021 and the Expected New External Guarantee Line in the Next 12 Months 16. Proposal on Bank Credit Line and Financing Plan for Financial Institutions in 2022 17. Proposal on Reviewing the General Authorization of the Company to Issue Bond Products 18. Proposal on the Risk Assessment Report of China Merchants Group Finance Co., Ltd. Dated 31 December 2021 19. Proposal on the Renewal of the Financial Service Agreement by China Merchants Group Finance Co., Ltd. and Related-Party Transactions 20. Proposal on the Special Report on Deposit and Usage of Raised Fund in 2021 21. Proposal on Renewal of Appointment of Accounting Firm for 2022 22. Proposal on the Renewal of Liability Insurance for Directors Supervisors and Senior Management |
23. Proposal on the Schedule and Agenda of the 2021 Annual GeneralMeeting
24. Proposal on Adjusting the Company’s Organisational Structure
| The 3rd Extraordinary Meeting of the 10th Board of Directors in 2022 | 28 April 2022 | 30 April 2022 | The meeting deliberated on and passed: 1. Proposal on the First Quarter Report 2022 2. Proposal on the Report on the Use of the Fund Raised by the Company in the Previous Round |
| The 4th Extraordinary Meeting of the 10th Board of Directors in 2022 | 10 May 2022 | 11 May 2022 | The meeting deliberated on and passed: 1. Proposal on the Adjustment of a Partially-owned Subsidiary’s Security for Its Equity-participating Company 2. Proposal on the Schedule and Agenda of the First Extraordinary General Meeting in 2022 |
| The 5th Extraordinary Meeting of the 10th Board of Directors in 2022 | 16 May 2022 | 17 May 2022 | The meeting deliberated on and passed: 1. Proposal on Amending the Articles of Association of the Company 2. Proposal on Revising the Rules of Procedure of the Board of Directors |
| The 6th Extraordinary Meeting of the 10th Board of Directors in 2022 | 27 May 2022 | 28 May 2022 | The meeting deliberated on and passed: 1. Proposal on Co-opting Mr Yan Gang as the Vice Chairman of the 10th Board of Directors 2. Proposal on the By-election of Mr Xu Song as a Director 3. Proposal on Appointment of Mr Xu Song as the Chief Operating Officer and General Manager |
| The 6th Meeting of the 10th Board of Directors | 29 August 2022 | 31 August 2022 | The meeting deliberated on and passed: 1. The Proposal on the Semi-Annual Report 2022 and Abstract 2. Proposal on the Risk Assessment Report of China Merchants Group Finance Co., Ltd. Dated 30 June 2022 3. Proposal on the Special Report on Deposit and Usage of Raised Fund in H1 2022 4. Proposal on the 2022 Semi-Annual Inspection Report on the Provision of Guarantees, Related-Party Transactions, Securities Investment and Derivatives Transactions and the Provision of Financial Assistance 5. Proposal on the Formulation of the Administrative Programme for the Selection and Engagement of Management Members 6. Proposal on the Formulation of the Measures for Appraising the Business Performance of Management Members 7. Proposal on the Formulation of the Gross Pay Management Measures 8. Proposal on the Confirmation of the Land Occupancy Right to the Chiwan Port Area and Related-Party Transactions 9. Proposal on Amending the Articles of Association of the Company 10. Proposal on Revising the Rules of Procedure for General Meetings 11. Proposal on Revising the Rules of Procedure for the Board of Directors 12. Proposal on Revising the Working Articles of Audit Committee of the Board of Directors 13. Proposal on Revising the Working Articles of Strategy Committee of the Board of Directors 14. Proposal on Revising the Working System for Independent Directors 15. Proposal on Revising the Working Articles of Chief Executive Officer 16. Proposal on Revising the Working Articles of Board Secretary 17. Proposal on Revising the Management System for Company Shares held by Directors, Supervisors and Senior Executives and Its Changes 18. Proposal on Revising the Management System of Related Transactions 19. Proposal on Revising the Management System of Fund-raising |
20. Proposal on Revising the Management System of Securities Investments
21. Proposal on Revising the Management System of External Guarantees
22. Proposal on Revising the Internal Audit System
23. Proposal on Revising the Management System of Investors’ Relations
24. Proposal on Convening the Company’s 2nd Extraordinary GeneralMeeting in 2022
| 20. Proposal on Revising the Management System of Securities Investments 21. Proposal on Revising the Management System of External Guarantees 22. Proposal on Revising the Internal Audit System 23. Proposal on Revising the Management System of Investors’ Relations 24. Proposal on Convening the Company’s 2nd Extraordinary General Meeting in 2022 | |||
| The 7th Extraordinary Meeting of the 10th Board of Directors in 2022 | 29 September 2022 | 30 September 2022 | The meeting deliberated on and passed: 1. Proposal on the Appointment of Mr Liu Bin as Vice General Manager 2. Proposal on the Use of Idle Raised Funds for Cash Management |
| The 8th Extraordinary Meeting of the 10th Board of Directors in 2022 | 28 October 2022 | - | The meeting deliberated on and passed: Proposal on the Third Quarter Report 2022 |
| The 9th Extraordinary Meeting of the 10th Board of Directors in 2022 | 29 November 2022 | 30 November 2022 | The meeting deliberated on and passed: 1. Proposal on the Extension of Financial Assistance Provided by Majority-owned Subsidiaries and Related-Party Transactions 2. Proposal on the Closing of the Investment Project of Offering Shares to Purchase Assets and Raise the Supporting Funds and the Permanent Replenishment of Working Capital with the Surplus Funds Raised 3. Proposal on Amending the Articles of Association of the Company 4. Proposal on Revising the Rules of Procedure for the Board of Directors 5. Proposal on Revising the Working Articles of Strategy Committee of the Board of Directors 6. Proposal on Revising the Management System of Foreign Investment 7. Proposal on Revising the Rules of Procedures for Office Meeting 8. Proposal on the Schedule and Agenda of the Third Extraordinary General Meeting in 2022 |
| The 10th Extraordinary Meeting of the 10th Board of Directors in 2022 | 8 December 2022 | 9 December 2022 | The meeting deliberated on and passed: 1. Proposal on the Acceptance of the Shares of Antong Holdings Co., Ltd. and Related-Party Transactions 2. Proposal on the By-election of Director 3. Proposal on the By-election of Independent Director 4. Proposal on the Results of Performance Appraisal of Management Members for 2021 and for 2019-2021 and Remuneration Encashment Programme |
2. Attendance of Directors at Board Meetings and General Meetings
| Attendance of directors at board meetings and general meetings | |||||||
| Director | Total number of board meetings the director was eligible to attend | Board meetings attended on site | Board meetings attended by telecommunication | Board meetings attended through a proxy | Board meetings the director failed to attend | The director failed to attend two consecutive board meetings (yes/no) | General meetings attended |
| Deng Renjie | 12 | 3 | 9 | 0 | 0 | No | 4 |
WangXiufeng
| Wang Xiufeng | 12 | 3 | 9 | 0 | 0 | No | 4 |
| Yan Gang | 9 | 2 | 7 | 0 | 0 | No | 4 |
| Zhang Rui | 9 | 2 | 7 | 0 | 0 | No | 4 |
| Liu Weiwu | 12 | 3 | 9 | 0 | 0 | No | 4 |
| Xu Song | 4 | 0 | 4 | 0 | 0 | No | 2 |
| Wu Changpan | 0 | 0 | 0 | 0 | 0 | No | 1 |
| Lyu Yiqiang | 0 | 0 | 0 | 0 | 0 | No | 1 |
| Gao Ping | 12 | 3 | 9 | 0 | 0 | No | 4 |
| Li Qi | 12 | 3 | 9 | 0 | 0 | No | 4 |
| Zheng Yongkuan | 12 | 3 | 9 | 0 | 0 | No | 4 |
| Chai Yueting | 0 | 0 | 0 | 0 | 0 | No | 1 |
| Yan Shuai | 1 | 0 | 1 | 0 | 0 | No | 0 |
| Song Dexing | 6 | 1 | 5 | 0 | 0 | No | 1 |
Why any director failed to attend two consecutive board meetings:
None
3. Objections Raised by Directors on Matters of the Company
Indicate by tick mark whether any directors raised any objections on any matter of the Company.
□ Yes √ No
No such cases in the Reporting Period.
4. Other Information about the Performance of Duty by DirectorsIndicate by tick mark whether any suggestions from directors were adopted by the Company.
√ Yes □ No
Specification of whether suggestions from directors are adopted or not adopted by the CompanyDuring the Reporting Period, all the directors of the Company carried out their work conscientiouslyand responsibly in strict accordance with the Company Law, Securities Law, Listed CompanyGovernance Standards, Self-Regulatory Guidelines No. 1 for Companies Listed on Shenzhen StockExchange - Standard Operation of Listed Companies on the Main Board, Articles of Association andRules of Procedure of the Board of Directors. Based on the Company's reality, they put forwardrelevant opinions on the Company's major governance and operation decisions, and reachedconsensus through full communication and discussion. They resolutely supervised and promoted theimplementation of the resolutions of the Board of Directors to ensure scientific, timely and efficientdecision-making and fully safeguard the legitimate rights and interests of the Company and allshareholders.VII Performance of Duty by Specialized Committees under the Board in the Reporting Period
Committee
| Committee | Member | Number of meetings convened | Date of the meeting | Meeting | Contents | Other information about the performance of duty | Details about matters with objections (if any) |
| Strategy and Sustainable Development Committee | Deng Renjie, Wang Xiufeng, Song Dexing, Gao Ping, Li Qi | 1 | 29 March 2022 | The 1st Meeting of the Strategy Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on Report on the Performance of Duty by the Strategy Committee of the Board of Directors in 2021; 2. Proposal on the Company's Five-year Strategic Plan for 2022-2026 | Unanimous vote | None |
| Audit Committee of the Board of Directors | Li Qi, Liu Weiwu, Zheng Yongkuan | 5 | 29 March 2022 | The 1st Meeting of the Audit Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on the Report on Performance of Duty by the Audit Committee of the Board of Directors in 2021; 2. Proposal on Work Report of Accounting Firm for 2021; 3. Proposal on the Financial Report of 2021; | Unanimous vote | None |
Profile of Specialized Committee under the Board as at the end of the period
| Profile of Specialized Committee under the Board as at the end of the period | |||
| No. | Specialized Committee | Member | Convener |
| 1 | Strategy and Sustainable Development Committee | Deng Renjie, Wang Xiufeng, Yan Gang, Zhang Rui, Xu Song, Gao Ping, Li Qi, Chai Yueting | Deng Renjie |
| 2 | Audit Committee | Li Qi, Liu Weiwu, Zheng Yongkuan | Li Qi |
| 3 | Nomination, Remuneration and Evaluation Committee | Gao Ping, Deng Renjie, Zheng Yongkuan | Gao Ping |
4. Proposal on Renewal of Appointment
of Accounting Firm for 2022;
5. Proposal on Anti-fraud Risk
Assessment Report for 2021;
6. Proposal on Internal Auditing Report
for 2021;
7. Proposal on Internal Auditing Plan
for 2022;
8. Proposal on Inspection Report on the
Deposit and Usage of Raised Fund in2021;
9. Proposal on Inspection Report on the
Provision of Guarantees, Related-PartyTransactions, Securities Investment andDerivatives Transactions and theProvision of Financial Assistance for2021;
10. Proposal on the 2021 Law-Based
Development Report (including theReport on the Development of theCompliance Management System)
| 4. Proposal on Renewal of Appointment of Accounting Firm for 2022; 5. Proposal on Anti-fraud Risk Assessment Report for 2021; 6. Proposal on Internal Auditing Report for 2021; 7. Proposal on Internal Auditing Plan for 2022; 8. Proposal on Inspection Report on the Deposit and Usage of Raised Fund in 2021; 9. Proposal on Inspection Report on the Provision of Guarantees, Related-Party Transactions, Securities Investment and Derivatives Transactions and the Provision of Financial Assistance for 2021; 10. Proposal on the 2021 Law-Based Development Report (including the Report on the Development of the Compliance Management System) | ||||
| 28 April 2022 | The 2nd Meeting of the Audit Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on Internal Audit Report for the First Quarter of 2022; 2. Proposal on Inspection Report on the Deposit and Usage of Raised Fund in the First Quarter of 2022 | Unanimous vote | None |
| 29 August 2022 | The 3rd Meeting of the Audit Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on Financial Report for H1 2022; 2. Proposal on Internal Audit Report for the Second Quarter of 2022; 3. Proposal on Inspection Report on the Deposit and Usage of Raised Fund in H1 2022; 4. Proposal on Inspection Report on the Provision of Guarantees, Related-Party Transactions, Securities Investment and Derivatives Transactions and the Provision of Financial Assistance for H1 2022 | Unanimous vote | None |
| 28 October 2022 | The 4th Meeting of the Audit Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on Internal Audit Report for the Third Quarter of 2022; 2. Proposal on Inspection Report for the Deposit and Usage of Raised Fund for the Third Quarter of 2022 | Unanimous vote | None |
| 28 December 2022 | The 5th Meeting of the Audit Committee of the 10th Board of Directors for 2022 | Meet with accountants to negotiate the schedule for the audit of the 2022 Annual Financial Report | Meeting and communication with acco | None |
untants
| untants | |||||||
| Nomination, Remuneration and Evaluation Committee of the Board of Directors | Gao Ping, Deng Renjie, Zheng Yongkuan | 6 | 28 February 2022 | The 1st Meeting of the Nomination, Remuneration and Evaluation Committee of the 10th Board of Directors for 2022 | The meeting reviewed: Proposal on the Inspection of Director Candidates | Unanimous vote | None |
| 29 March 2022 | The 2nd Meeting of the Nomination, Remuneration and Evaluation Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on Performance of Duty by the Nomination, Remuneration and Evaluation Committee of the Board of Directors in 2021; 2. Proposal on the Remuneration of the Directors, Supervisors and Senior Management in 2021; | Unanimous vote | None | |||
| 27 May 2022 | The 3rd Meeting of the Nomination, Remuneration and Evaluation Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on the Inspection of Director Candidates; 2. Proposal on the Appointment of Mr. Xu Song as COO and GM | Unanimous vote | None | |||
| 29 August 2022 | The 4th Meeting of the Nomination, Remuneration and Evaluation Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on the Formulation of the Administrative Programme for the Selection and Engagement of Management Members; 2. Proposal on the Formulation of the Measures for Appraising the Business Performance of Management Members; 3. Proposal on the Formulation of the Gross Pay Management Measures | Unanimous vote | None | |||
| 29 September 2022 | The 5th Meeting of the Nomination, Remuneration and Evaluation Committee of the 10th Board of Directors for 2022 | The meeting reviewed: Proposal on the Appointment of Mr. Liu Bin as Deputy General Manager | Unanimous vote | None | |||
| 8 December 2022 | The 6th Meeting of the Nomination, Remuneration and Evaluation Committee of the 10th Board of Directors for 2022 | The meeting reviewed: 1. Proposal on the Inspection of Director Candidates; 2. Proposal on the Inspection of Independent Director Candidates; 3. Proposal on the Results of Performance Appraisal of Management Members for 2021 and for 2019-2021 | Unanimous vote | None |
and Remuneration EncashmentProgramme
VIII Performance of Duty by the Supervisory CommitteeIndicate by tick mark whether the Supervisory Committee found any risk to the Company during itssupervision in the Reporting Period.
□ Yes √ No
The Supervisory Committee raised no objections in the Reporting Period.IX Employees
1. Number, Functions and Educational Backgrounds of Employees
and Remuneration EncashmentProgramme
Number of in-service employees of theCompany as the parent as at the end of theperiod
| Number of in-service employees of the Company as the parent as at the end of the period | 310 |
| Number of in-service employees of major subsidiaries as at the end of the period | 15,491 |
| Total number of in-service employees | 15,801 |
| Total number of paid employees in the Reporting Period | 15,801 |
| Number of retirees to whom the Company as the parent or its major subsidiaries need to pay retirement pensions | 9,588 |
| Functions | |
| Function | Employees |
| Production | 8,499 |
| Sales | 587 |
| Technical | 3,531 |
| Financial | 551 |
| Administrative | 2,633 |
| Total | 15,801 |
| Educational backgrounds | |
| Educational background | Employees |
| Master’s degree and above | 562 |
| Bachelor’s degree | 4,090 |
| Junior college | 4,063 |
| Technical secondary school and below | 7,086 |
| Total | 15,801 |
2. Employee Remuneration Policy
The port sector has sped up the integration and global layout over the past few years. Concurrently,the smart port has been constantly upgraded and gradually diversified. As a result, endogenous growth,
transformation, and upgrading have set stricter requirements for and posed challenges to workforcesupply. The Company, in 2022, thoroughly delved into the supply and demand of workforce andformulated a new workforce plan in accordance with the new 10-year development strategy. Focusingon the core of position value, the Company refined seven workforce management mechanisms, builtfour teams, and improved four guarantees. Additionally, to vigorously support and guarantee theimplementation of the workforce plan, the Company continued to optimize the remunerationincentive mechanism and explored a diverse incentive system.The Company fully promoted the tenure system and contractual management to achieve full coverageand rigid encashment in 2022. Additionally, it refined the market-oriented remuneration allocationmechanism, strengthened performance and remuneration benchmarking, persisted in prioritizingefficiency and emphasizing fairness, and laid equal emphasis on incentives and restraints. Moreover,the Company encouraged Management members at all levels to increase the proportion ofperformance-based remuneration and fully apply the appraisal result, thereby reasonably wideningthe remuneration gap. Resource allocation was optimized by strengthening performance orientationand giving priority to excellent teams and employees who have created value, the talent that has maderemarkable contributions, and the difficult, dirty, dangerous, and tiring front-line positions inremuneration allocation. Furthermore, the performance-based bonus scheme for Senior Managementmembers was optimized on an ongoing basis through the comparison with themselves and peers andthe complementation of short-term KPI appraisal and medium- and long-term strategic assessment.The Company paid the Senior and Middle Management members the deferred bonuses based on theirstrategic assessment results in 2022, in order to motivate core employees in a targeted manner andcontribute to the achievement of its strategic goals.
3. Employee Training Plans
CMPort, in 2022, vigorously planned and implemented various talent development projects with afocus on its talent development strategies and business development requirements. It also investedmore in the development of talent at four major levels to help employees constantly improvethemselves according to the Company’s development, thereby boosting the talent building of theCompany. The talent development project focused on the cultivation of young talent and thedevelopment of the internal trainer system.The Company conducted various training programmes by combining online live streaming, onlinecourses, and offline intensive training to speed up the construction of the Company’s talent at fourmajor levels.
First, the 2022 Young Cadre Class Project was initiated to help young talent improve comprehensivequality and build a pool of talent featuring excellent quality and competence. This would guaranteethe supply of a constant amount of qualified talent for the business development of CMPort. In 2022,intensive training and practice were conducted at multiple levels, through multiple channels, and inmultiple forms for 106 existing registered excellent young cadres to sharpen up the comprehensivecompetence and professionalism of young cadres of CMPort. They could also learn about how tocope with problems at work and about the process of executing the action plan from actions andcrystallize their knowledge and experience by learning about the method of organisational experienceextraction. Moreover, the training and practice would contribute to the sharing and pass-down ofknowledge and experience, thereby maximizing the benefits of organisational performance.Second, the project of training Management members of CMPort to be internal trainers was launchedto constantly develop the internal trainer team of the CMPort and improve the team members’capabilities. Additionally, the Company promoted internal trainer empowerment and developedindustry courses. It engaged 25 internal trainers from CMPort, extracted effective organisationalexperience, and developed specialized courses. Concurrently, the Company trained internalemployees by delivering courses to the front-line employees. It also disseminated corporate cultureand expertise, publicized and implemented the Company’s strategies and policies, and improvedquality and efficiency by sharing quality training resources, thereby addressing difficulties at workoverall. This project vigorously promoted the Company’s construction of echelons of managementtalent and professionals, enhanced brand value, and strengthened and improved the Company’sinternal training system.Third, the financial team was encouraged to study independently. Based on a review of the financialtalent, the Company provided targeted high-quality external platform resources for financial trainingto support financial talent at all levels in sharpening up professionalism and broadening their horizons.It also encouraged employees to study independently to improve their expertise.Fourth, the online platform was fully applied to the training for the Company and its subsidiaries. Allmembers utilized the online platform to produce livestreaming and online courses and developinternal quality courses. As a result, the coverage of training was expanded. Companies deepenedcollaboration in training. Internal training across the Company was strongly promoted.
4. Labor Outsourcing
Total man-hours (hour)
| Total man-hours (hour) | N/A |
| Total remuneration paid (RMB) | 1,668,643,588.24 |
X Final Dividend Plan of the Company for the Reporting Period
1. Formulation, execution or adjustments of profit distribution policy for shareholders,especially cash dividend policy, in the Reporting PeriodPursuant to the CSRC Guideline for Listed Companies No.3-Cash Dividends of Listed Companiesand the Notice of CSRC on Further Implementing Matters Related to Cash Dividends of ListedCompanies, the Articles of Association clarifies the specific profit distribution policy, decision-making procedures and mechanism, adjustment of profit distribution policy, implementation of profitdistribution plan, and profit distribution for foreign shares. During the Reporting Period, the Companyexecuted the profit distribution policy in strict compliance with the Articles of Association.
Special statement about the cash dividend policy
| Special statement about the cash dividend policy | |
| In compliance with the Company’s Articles of Association and resolution of general meeting | Yes |
| Specific and clear dividend standard and ratio | Yes |
| Complete decision-making procedure and mechanism | Yes |
| Independent directors faithfully performed their duties and played their due role | Yes |
| Non-controlling interests are able to fully express their opinion and desire and their legal rights and interests are fully protected | Yes |
| In case of adjusting or changing the cash dividend policy, the conditions and procedures involved are in compliance with applicable regulations and transparent | Not applicable |
2. The Company was profitable in the Reporting period and the positive profits of the Companyas the parent attributable to shareholders while the distribution plan of cash dividend forshareholders was not proposed.? Applicable √ Not applicable
3. Final Dividend Plan for the Reporting Period
| Bonus shares/10shares (share) | 0 |
| Cash dividend/10 shares (RMB) (tax inclusive) | 4.5 |
| Bonus issue from capital reserves (share/10 shares) | 0 |
| Share base (share) | 2,499,074,661 |
| Total cash dividends (RMB) (tax inclusive) | 1,124,583,597.45 |
| Cash dividends in other forms (such as share repurchase) (RMB) | 0.00 |
| Total cash dividends (including other forms) (RMB) | 1,124,583,597.45 |
| Distributable profits (RMB) | 2,277,016,134.29 |
Cash dividends (including other forms) as % oftotal profits to be distributed (%)
| Cash dividends (including other forms) as % of total profits to be distributed (%) | 100% |
| Details of the cash dividends | |
| As the Company is in the mature stage of development with significant capital expenditures arrangement, when distributing profits, the proportion of cash dividends in this profit distribution shall be 40% at least. | |
| Details of final dividend plan for the Reporting Period | |
| As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the consolidated net profit attributable to the Company as the parent for 2022 stood at RMB3,337,446,222.82 and the net profit of the Company as the parent at RMB407,348,871.48. (1) According to the Company Law and the Articles of Association of the Company, when distributing the current year's after-tax profits, the Company shall draw 10% of the profits for the company's statutory reserve fund. This withdrawal of surplus reserve for the Company is RMB40,734,887.15. The accumulative distributable profit of the Company as the parent at the end of 2022 was RMB2,277,016,134.29. (2) Base on the total 2,499,074,661 shares as at the end of 2022, a cash dividend of RMB4.50 (tax included) is to be distributed for every 10 shares, totalling RMB1,124,583,597.45. After the above-mentioned distribution, the retained earnings of the Company as the parent will be RMB1,152,432,536.84. The above profit distribution plan still needs to be submitted to the 2022 Annual General Meeting for approval. | |
XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures forEmployees
1. Equity incentive
The Company’s review and approval procedures carried out in connection with the Stock OptionIncentive Plan are as follows:
(1) The 1st Extraordinary Meeting of the 10th Board of Directors in 2022 and 1st ExtraordinaryMeeting of the 10th Supervisory Committee in 2022 of the Company, held on 28 January 2022,reviewed and approved the Proposal on Adjusting the Exercise Prices of the Stock Option IncentivePlan (Phase I) of the Company, the Proposal on Adjusting the Numbers of Qualified Awardees andStock Options to Be Granted of the Stock Option Incentive Plan (Phase I) of the Company, theProposal on the Failure to Meet the Exercise Conditions for the First Exercise Schedule of the StockOptions (the First Batch to be Granted) of the Stock Option Incentive Plan (Phase I) of the Company,and the Proposal on Cancelling Some Stock Options in the Stock Option Incentive Plan (Phase I) ofthe Company. Independent directors gave independent opinions of agreement. The SupervisoryCommittee of the Company verified the proposals and gave opinions. For details, see the relevantannouncements disclosed by the Company on Cninfo (www.cninfo.com.cn) (Announcement No.2022-007, 2022-008, 2022-009, and 2022-010).
(2) On 14 February 2022, upon the review and confirmation of Shenzhen Branch of China SecuritiesDepository and Clearing Corporation Limited, the Company completed the cancellation of abovestock options. For more details, please refer to the Announcement on Completing the Cancellation ofSome Stock Options in the Stock Option Incentive Plan (Phase I) of the Company (AnnouncementNo. 2022-011) disclosed by the Company on Cninfo (www.cninfo.com.cn).Equity Incentives for Directors and Senior Management
| Name | Office title | Share options held at the period-begin | Share options granted in | Shares feasible to exer | Shares exercised during | Exercise price of exercised | Share options held at the period-end | Market price at the period- | Number of restricted shares held | Number of released shares for | Number of restricted shares newly | The grant price of restricted | Number of restricted shares held |
theReportingPerio
d
| the Reporting Period | cise during the Reporting Period | the Reporting Period | shares during the Reporting Period (RMB/share) | end (RMB/share) | at the period-begin | the Reporting Period | granted during the Reporting Period | shares (RMB/share) | at the period-end | ||||
| Yan Gang | Vice Chairman of the Board | 170,000 | - | - | - | - | 102,000 | - | - | - | - | - | - |
| Xu Song | Director, COO, GM | 240,000 | - | - | - | - | 240,000 | - | - | - | - | - | - |
| Lu Yongxin | Deputy General Manager | 240,000 | - | - | - | - | 144,000 | - | - | - | - | - | - |
| Li Yubin | Deputy General Manager and Secretary of the Board | 240,000 | - | - | - | - | 144,000 | - | - | - | - | - | - |
| Liu Libing | General Counsel | 50,000 | - | - | - | - | 50,000 | - | - | - | - | - | - |
| Total | -- | 940,000 | - | - | - | -- | 680,000 | -- | - | - | - | -- | - |
| Remark (if any) | On 14 February 2022, upon the review and confirmation of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the Company completed the cancellation of above stock options. 68,000 shares, 96,000 shares and 96,000 shares of share options respectively held by Mr. Yan Gang, Mr. Lu Yongxin and Mr. Li Yubin had been cancelled. Mr. Yan Shuai, the former director, resigned as a director of the Company on 25 February 2022, and all options held by him have been cancelled. | ||||||||||||
Appraisal of and Incentive for Senior ManagementIn 2022, the Company fully took the tenure system and contractual management as an opportunity torealize comprehensive coverage and rigid remuneration realization. The Company has a matureassessment mechanism and system covering all senior management personnel. The annualcomprehensive assessment combines qualitative and quantitative methods with the dimensionsincluding performance, competence, self-discipline, etc. The assessment results of senior
management serve as an important basis for appointment and motivation. The Company adjusts anddetermines the post salary of senior management based on the factors including operation status,position served and assessment results, and determines the performance bonus of senior managementthrough the factors including annual comprehensive ability assessment, annual key performanceindicators appraisal and three-year strategic appraisal results.The Company continuously optimizes the appraisal and distribution plan for performance bonuses ofsenior management and strives to be "superior to the market average and peers". Senior executivesare expected to compare with themselves chronologically and with their peers horizontally. Short-term KPI assessment and long-term strategy assessment complement each other. The comprehensiveassessment results of corporate performance are linked with the performance bonuses of seniorexecutives so as to give full play to the incentive and guiding effects of remuneration. Accordingly,senior executives pay attention to the short-term performance in the current period or year and themid- and long-term development of the Company. Moreover, in 2022, the Company paid the SeniorManagement members the deferred bonuses based on the results of their strategic assessments for thelast three years, in order to motivate core managerial employees in a targeted manner and contributeto the achievement of its strategic goals.
2. Employee Stock Ownership Plans
□ Applicable √ Not applicable
3. Other Incentive Measures for Employees
□ Applicable √ Not applicable
XII Establishment and Implementation of Internal Control System in the Reporting Period
1. Establishment and Implementation of Internal Control SystemDuring the Reporting Period, to boost operational efficiency and results, the Company continuouslyimproved and optimized its existing internal control system in strict compliance with laws,regulations, and external regulatory requirements and taking into consideration its actual status. Inthe process, it was guided by risk management, based itself on procedure streamlining, and focusedon critical control activities.During the Reporting Period, the Company prepared the Handbook of Internal Control Workflow ofCMPort, in which it specified the workflow of the principal business and corresponding authority and
responsibilities and regulated critical control processes, including the setting of internal institutions,the responsibilities and authority for major positions, and the approval procedures. By refining theinternal control workflow, the Company’s internal control management was substantially improved.CMPort achieved full coverage of internal control management during the Reporting Period. Itsupervised and inspected the internal control systems of eight subordinate companies. Concurrently,all subordinate companies optimized their internal control systems, conducted internal control self-assessments on a quarterly basis, and prepared the internal control weakness checklist in accordancewith the annual internal control plan of CMPort and “three cycles”, including procurement, sales, andinvestment. By the end of 2022, all internal control weaknesses are rated as general weaknesses, andno material weaknesses were identified. For the general weaknesses, the Company designated theperson responsible for the remediation, developed a remediation plan, and followed up on theremediation progress regularly.The Company prepared the 2022 Internal Control Assessment Report in accordance with the BasicRules for Enterprise Internal Control and its supporting guidelines, other regulatory requirements forinternal control, and the Company’s internal control policies and assessment methods. The conclusionof the report is as follows: By the identification of material weaknesses in the internal control overthe Company’s financial reporting, as at the base day of the internal control assessment report (31December 2022), no material weaknesses were identified in the internal control over the Company’sfinancial reporting. Therefore, the Board of Directors believed that the Company had maintainedeffective internal control over financial reporting in all material respects as per the Basic Rules forEnterprise Internal Control and relevant regulations. According to the identification of materialweaknesses in the Company’s internal control over non-financial reporting, there were no materialweaknesses in the internal control over non-financial reporting as at the base day of the internalcontrol assessment report. Between the base day and the issuance day of the internal controlassessment report, there were no factors that affected the assessment conclusion about theeffectiveness of the internal control.
2. Material Internal Control Weaknesses Identified for the Reporting Period? Yes √ No
XIII Management and Control over Subsidiaries for the Reporting PeriodThe Company, guided by “empowerment, professionalism and value”, established an operationmanagement system with sustainable value creation, gradually formulated standards for all functionalmodules, and managed to build a world-class value-oriented headquarters. Taking into account thestrategic positioning of its subsidiaries, the Company, adhering to the principles of differentiation andcontrollable risks and pushing forward full-cycle asset management, procurement management, andperformance evaluation mechanism, continuously promoted the healthy development of itssubsidiaries. Besides, focusing on execution quality, the Company intensified the tasks on quality andefficiency improvement and strived to implement related measures to achieve in-depth integrationbetween quality and efficiency improvement and strategic objectives.XIV Internal Control Self-Evaluation Report and Independent Auditor’s Report on InternalControl
Disclosure date of the internal control self-evaluation report
| Disclosure date of the internal control self-evaluation report | 4 April 2023 | |||
| Index to the disclosed internal control self-evaluation report | For details, see www.cninfo.com.cn | |||
| Evaluated entities’ combined assets as % of consolidated total assets | 100.00% | |||
| Evaluated entities’ combined operating revenue as % of consolidated operating revenue | 100.00% | |||
| Identification standards for internal control weaknesses | ||||
| Type | Weaknesses in internal control over financial reporting | Weaknesses in internal control not related to financial reporting | ||
| Nature standard | If a defect or defect group give rise to the following events which cannot be prevented or found and made rectification, the defect or defect group are recognized as significant defects: (1) Malpractices of directors, supervisors and senior management: (2) The Company make correction to the financial report issued; | Great defect | Significant defect | Common defect |
| Development direction substantially deviates from the strategic goals, and investment direction, business structure and business model are completely unable to support the realization of strategic goals | Development direction partly deviates from the strategic goals, and investment direction, business structure and business model are unable to support the realization of strategic goals at a larger extent | Development direction slightly deviates from the strategic goals, and investment direction, business structure and business model are unable to fully support the realization of strategic goals | ||
| Strategy implementation is blocked, almost all indicators of strategy implementation cannot completed as planned | Strategy implementation is blocked, most of indicators of strategy implementation cannot completed as planned | Strategy implementation is blocked, part of indicators of strategy implementation cannot completed as planned | ||
| Lead to break off of common business/service or it takes half year or above | Lead to break off of common business/service or it takes three months or | Some daily business is influenced, lead to break off of common business/service or it | ||
(3) Certified Public
Accountant find thatthere is a significanterror in the financialreport, however, theinternal control did notdiscover it whenconducting internalcontrol;
(4) The Audit
Committee under theBoard and InternalAudit Service'ssupervision to theinternal control isinvalid.
| (3) Certified Public Accountant find that there is a significant error in the financial report, however, the internal control did not discover it when conducting internal control; (4) The Audit Committee under the Board and Internal Audit Service's supervision to the internal control is invalid. | to recover the break off of common business/service | half year below to recover the break off of common business/service | takes three months below to recover the break off of common business/service |
| Badly damage the working enthusiasm of all the employees, will give rise to large scale group events or heavy damage to enterprises culture and enterprises cohesion | In a large extent, damage the working enthusiasm of all the employees, reduce work efficiency, have greatly adverse effect to enterprises culture and enterprises cohesion | damage the working enthusiasm of all the employees, reduce work efficiency, have some adverse effect to enterprises culture and enterprises cohesion | |
| The employee's ability and professional skills universally cannot meet the enterprise development needs by a large margin | The employee's ability and professional skills in some significant fields cannot meet the enterprise development needs | The employee's ability and professional skills in some fields cannot meet the enterprise development | |
| Negative news spread in the field of the entire business (including extending to industry chain),or was paid attention by the national media or public media, the recovery of reputation will take more than six months | Negative news spread in the field of the entire business, or was paid attention or reported by the local media the recovery of reputation will take three to six months | Negative news spread in the field of the entire business, have small damage to the reputation of the enterprise, the recovery of reputation will take three months below | |
| The enterprise's internal confidential information leakage which badly affect the enterprise's competitive capacity in the market, or affect the competitive capacity in management |
The enterprise's internalconfidential informationleakage which affect theenterprise's competitivecapacity in the market,or affect the competitivecapacity in managementin a large extent
| The enterprise's internal confidential information leakage which affect the enterprise's competitive capacity in the market, or affect the competitive capacity in management in a general extent | ||||
| Quantitative standard | The judging standard was the net profits attributable to the parent Company's shareholders in the consolidated financial statements audited in last year. Misstatement amount ≥ 5% above of judging standard was great defect; 5% judging standard ＞1% misstatement amount was significant defect; misstatement amount ＜1% below of judging standard was general standard. | The judging standard was the net profits attributable to the parent Company's shareholders in the consolidated financial statements audited in last year. | ||
| Great defect | Significant defect | Common defect | ||
| Have a significant adverse impact on the asset turnover ability, which lead to total asset turnover rate lowed 20% above (Including 20％） | Have a greater adverse impact on the asset turnover ability, which lead to total asset turnover rate lowed 10% to 20% (Including 10%） | Have an adverse impact on the asset turnover ability, which lead to total asset turnover rate lowed 10% below | ||
| Had significant adverse impact to the annual operation profits or cause decrease of annual operation profits when at 5% (including 5%) above of judging standard | Had larger adverse impact to the annual operation profits or cause decrease of annual operation profits when at 1% (including 1%) to 5% judging standard | Had adverse impact to the annual operation profits or cause decrease of annual operation profits when at 1% below of judging standard | ||
Had significant adverseimpact to decrease ofinflow of total cash flowor increase of outflowtotal cash flow when at10% (including 10%)above of judgingstandard
| Had significant adverse impact to decrease of inflow of total cash flow or increase of outflow total cash flow when at 10% (including 10%) above of judging standard | Had larger adverse impact to decrease of inflow of total cash flow or increase of outflow total cash flow when at 5% (including 5%) to 10% above of judging standard | Had adverse impact to decrease of inflow of total cash flow or increase of outflow total cash flow when at 5% below of judging standard | |
| Great investment mistake incurred which cause direct economy losses when at 5% (including 5%) above of judging standard or the return on investment more than 40% lower than expected | Larger investment mistake incurred which cause direct economy losses when at 1% (including 1%)to 5% of judging standard or the return on investment less than 30%(including 30% to 40%) lower than expected | Great investment mistake incurred which cause direct economy losses when at 1% below of judging standard or the return on investment less than 30% lower than expected | |
| 10 death or above , or 50 people serious injury, or direct economy losses when at 5% (including 5%) above of judging standard | 3 deaths above to 10 deaths below , or more than 10 people but less than 50 people serious injury, or direct economy losses when at 1% (including 1%) to 5% of judging standard | less than 3 deaths or above , or less than 10 people serious injury, or direct economy losses when at 1% below of judging standard | |
| Asset integrity cannot be ensured, when assets losses at 5% (including 5%) above of judging standard | Asset integrity cannot be ensured, when assets losses at 1% (including 1%)to 5% of judging standard | Asset integrity cannot be ensured, when assets losses at 1% below of judging standard | |
| A large number of great commercial disputes, civil lawsuits and negative influences can't eliminate in a short period of time, may pay compensation at 5% (including 5%) above of judging standard | Several commercial disputes, civil lawsuits, and had obviously influence in a certain area and period, may pay compensation at 1% (including 1%) to 5% of judging standard | Irreconcilable commercial disputes, civil lawsuits happened sometimes, cause a certain influences in local, may pay compensation at 1% below of judging standard | |
| A serious violation of laws and regulations, investigated by government department and legal department, cause prosecution and class action, may pay compensation at 2% (including 2%) above of judging standard | A serious violation of laws and regulations, investigated by government department and legal department, may pay compensation at 0.5% (including 0.5%) to 2% of judging standard | Violation of laws and regulations, investigated by government department and legal department, may pay compensation at 0.5% below of judging standard | |
| Number of material weaknesses in internal control over financial reporting | 0 | ||
| Number of material weaknesses in internal control not related to financial reporting | 0 | ||
| Number of serious weaknesses in internal control over financial reporting | 0 | ||
Number of serious weaknesses in internal control not related to financial reporting
| Number of serious weaknesses in internal control not related to financial reporting | 0 |
Note: The percentages of evaluated entities’ combined assets and operating revenue to consolidatedtotal assets and operating revenue have been deducted the corresponding financial data of the mergedcompany.
| Opinion paragraph in the independent auditor’s report on internal control | |
| We believe that China Merchants Port Group Co., Ltd. has maintained effective internal control over financial reporting in all material respects as of 31 December 2022 as per the Basic Rules for Enterprise Internal Control and relevant regulations. | |
| Independent auditor’s report on internal control disclosed or not | Disclosed |
| Disclosure date | 4 April 2023 |
| Index to such report disclosed | For details, see www.cninfo.com.cn |
| Type of the auditor’s opinion | Unmodified unqualified opinion |
| Material weaknesses in internal control not related to financial reporting | None |
Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s reporton the Company’s internal control.? Yes √ NoIndicate by tick mark whether the independent auditor’s report on the Company’s internal control isconsistent with the internal control self-evaluation report issued by the Company’s Board.
√ Yes ? No
XV Rectifications of Problems Identified by Self-inspection in the Special Action for ListedCompany GovernanceUpon a comprehensive self-inspection, the Company has adhered to the combination of the leadershipof the Communist Party of China and corporate governance throughout operations and complied withrelevant laws, regulations, and normative documents, such as improving the internal governancemechanism, refining the governance system, and disclosing information in an open and transparentmanner.
Part V Environmental and Social Responsibility
I Major Environmental Issues
1. Policies and industry standards pertaining to environmental protectionDuring the Reporting Period, the Company and its subsidiaries with heavy pollutant discharge needsabode by laws and regulations related to environmental protection throughout routine production andoperation, including the Environmental Protection Law of the People’s Republic of China, the Lawof the People’s Republic of China on the Prevention and Control of Atmospheric Pollution, the Lawof the People’s Republic of China on Prevention and Control of Water Pollution, the Law of thePeople’s Republic of China on the Prevention and Control of Solid Waste Pollution, the Law of thePeople’s Republic of China on Noise Pollution Prevention and Control, the Law of the People’sRepublic of China on the Prevention and Control of Soil Pollution, and the Law of the People’sRepublic of China on Environmental Impact Assessment. They also strictly complied with nationaland industry standards pertaining to environmental protection, such as Soil Environmental Quality—Standards for Soil Contamination Risk Control of Land for Construction (Provisional) (GB36600-2018), Discharge Standard of Pollutants for Municipal Wastewater Treatment Plant (GB18918-2002), Emission Standard of Air Pollutant for Bulk Petroleum Terminals (GB20950-2020), andEmission Standard for Industrial Enterprises Noise at Boundary (GB12348-2008)
2. Administrative permit for the purpose of environmental protectionThe environmental impacts of the construction projects of domestic enterprises controlled by theCompany were assessed as required. Additionally, all domestic pollutant discharge units haveobtained administrative permits for pollutant discharge as per laws and regulations and dischargedpollutants by the administrative permits for pollutant discharge in a legal and compliant manner.Information on the review, approval, and record conducted by the ecological and environmentalauthorities for the units of the Company with heavy pollutant discharge needs is as follows:
(1) Review Opinions of the Current Environmental Impact Assessment Report of the First Branch ofZhanjiang Port (Group) Co., Ltd. (Document Z.X.H.J. [2018] No. 12).
(2) Review Opinions of the Current Environmental Impact Assessment Report of the Third Branch ofZhanjiang Port (Group) Co., Ltd. (Document Z.H.C.J. [2018] No. 31).
(3) Record Opinions of the Environmental Impact Assessment Report of the Current Status of CrudeOil Storage Tank Farms of Zhanjiang Port Petrochemical Terminal Co., Ltd. (ZH.X.H.J. [2019] No.
(4) Approval for the Environmental Impact Assessment Report of the 1# Tank Farm Change Projectof Zhanjiang Port Petrochemical Terminal Co., Ltd. (ZH.H.J.X. [2021] No. 26)
3. The regulations for industrial emissions and the particular requirements for controllingpollutant emissions those are associated with production and operational activities
Nameof thecompan
y orsubsidi
arycompan
y
| Name of the company or subsidiary company | Types of major and characteristic pollutants | Names of major and characteristic pollutants | Discharge method | Outlet quantity | Outlet distribution | Discharge concentration (mg/kg) | Pollutant discharge standards | Total discharge | Total discharge approved | Excessive discharge |
| The third branch of Zhanjiang Port (Group) Co., Ltd. (Key soil supervision unit) | Soil pollutants | Arsenic | -- | -- | -- | 0.33 | Soil Environmental Quality—Standards for Soil Contamination Risk Control of Land for Construction (Provisional) (GB36600-2018) — Standards for Category II Land Use | -- | -- | No excessive discharge |
| Soil pollutants | Cadmium | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Chromium (hexavalent) | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Copper | -- | -- | -- | 3 | -- | -- | |||
| Soil pollutants | Lead | -- | -- | -- | 56 | -- | -- | |||
| Soil pollutants | Mercury | -- | -- | -- | 0.020 | -- | -- | |||
| Soil pollutants | Nickel | -- | -- | -- | 8 | -- | -- | |||
| Soil pollutants | Petroleum hydrocarbons (C10-C40) | -- | -- | -- | 9 | -- | -- | |||
| Soil pollutants | pH (dimensionless) | -- | -- | -- | 7.10 | -- | -- |
Soil pollutants
| Soil pollutants | Moisture | -- | -- | -- | 21.4% | -- | -- | |
| Soil pollutants | Carbon tetrachloride | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Chloroform | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Methyl chloride | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1-Dichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2-Dichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1-Dichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Cis-1, 2-dichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Trans-1, 2-dichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Dichloromethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2-Dichloropropane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 1, 2-Tetrachloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 2, 2-Tetrachloroethane | -- | -- | -- | ND | -- | -- |
Soil pollutants
| Soil pollutants | Tetrachloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 1-Trichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 2-Trichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Trichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2, 3-Trichloropropane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Vinyl chloride | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Benzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Chlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2-Dichlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 4-Dichlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Ethylbenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Styrene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Toluene | -- | -- | -- | 2.0 | -- | -- | |
| Soil pollutants | M-para-xylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | O-xylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Nitrobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Aniline | -- | -- | -- | ND | -- | -- |
Soil pollutants
| Soil pollutants | 2-Chlorophenol | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Benzo (a) anthracene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Benzo (a) pyrene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Benzo (b) fluoranthene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Benzo (k) fluoranthene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | 1, 2-Benzophenanthrene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Dibenzo (a, h) anthracene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Indeno (1,2,3-cd) pyrene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Naphthalene | -- | -- | -- | ND | -- | -- | |||
| The first branch of Zhanjiang Port (Group) Co., Ltd. (Key soil supervision unit) | Soil pollutants | Arsenic | -- | -- | -- | 6.71 | Soil Environmental Quality—Standards for Soil Contamination Risk Control of Land for Construction (Provisional) (GB36600-2018) — Standards for Category II Land Use | -- | -- | No excessive discharge |
| Soil pollutants | Cadmium | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Chromium (hexavalent) | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Copper | -- | -- | -- | 5 | -- | -- | |||
| Soil pollutants | Lead | -- | -- | -- | 62 | -- | -- | |||
| Soil pollutants | Mercury | -- | -- | -- | 0.054 | -- | -- | |||
| Soil pollutants | Nickel | -- | -- | -- | 3 | -- | -- |
Soil pollutants
| Soil pollutants | Carbon tetrachloride | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Chloroform | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Methyl chloride | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1-Dichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2-Dichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1-Dichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Cis-1, 2-dichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Trans-1, 2-dichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Dichloromethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2-Dichloropropane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 1, 2-Tetrachloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 2, 2-Tetrachloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Tetrachloroethylene | -- | -- | -- | ND | -- | -- |
Soil pollutants
| Soil pollutants | 1, 1, 1-Trichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 2-Trichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Trichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2, 3-Trichloropropane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Vinyl chloride | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Benzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Chlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2-Dichlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 4-Dichlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Ethylbenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Styrene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Toluene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | M-para-xylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | O-xylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Nitrobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Aniline | -- | -- | -- | ND | -- | -- |
Soil pollutants
| Soil pollutants | 2-Chlorophenol | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Benzo (a) anthracene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Benzo (a) pyrene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Benzo (b) fluoranthene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Benzo (k) fluoranthene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | 1, 2-Benzophenanthrene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Dibenzo (a, h) anthracene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Indeno (1,2,3-cd) pyrene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Naphthalene | -- | -- | -- | ND | -- | -- | |||
| Soil pollutants | Petroleum hydrocarbons (C10-C40) | -- | -- | -- | 30 | -- | -- | |||
| Soil pollutants | pH | -- | -- | -- | 3.56 | -- | -- | |||
| Soil pollutants | Moisture content | -- | -- | -- | 34.9 | -- | -- | |||
| Zhanjiang Port Petroch | Soil pollutants | Arsenic | -- | -- | -- | 8.23 | Soil Environmental Quality— | -- | -- | No excessive discharge |
| Soil pollutants | Cadmium | -- | -- | -- | 0.64 | -- | -- |
emicalTerminal Co.,Ltd.(Keysoilsupervisionunit andotherkeypollutantdischarge unit)
| emical Terminal Co., Ltd. (Key soil supervision unit and other key pollutant discharge unit) | Soil pollutants | Chromium (hexavalent) | -- | -- | -- | ND | Standards for Soil Contamination Risk Control of Land for Construction (Provisional) (GB36600-2018) — Standards for Category II Land Use | -- | -- |
| Soil pollutants | Copper | -- | -- | -- | 43 | -- | -- | ||
| Soil pollutants | Lead | -- | -- | -- | 36.3 | -- | -- | ||
| Soil pollutants | Mercury | -- | -- | -- | 0.269 | -- | -- | ||
| Soil pollutants | Nickel | -- | -- | -- | 21 | -- | -- | ||
| Soil pollutants | Carbon tetrachloride | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | Chloroform | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | Methyl chloride | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | 1, 1-Dichloroethane | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | 1, 2-Dichloroethane | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | 1, 1-Dichloroethylene | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | Cis-1, 2-dichloroethylene | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | Trans-1, 2-dichloroethylene | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | Dichloromethane | -- | -- | -- | ND | -- | -- | ||
| Soil pollutants | 1, 2-Dichloropropane | -- | -- | -- | ND | -- | -- |
Soil pollutants
| Soil pollutants | 1, 1, 1, 2-Tetrachloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 2, 2-Tetrachloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Tetrachloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 1-Trichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 1, 2-Trichloroethane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Trichloroethylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2, 3-Trichloropropane | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Vinyl chloride | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Benzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Chlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2-Dichlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 4-Dichlorobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Ethylbenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Styrene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Toluene | -- | -- | -- | ND | -- | -- |
Soil pollutants
| Soil pollutants | M-para-xylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | O-xylene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Nitrobenzene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Aniline | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 2-Chlorophenol | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Benzo (a) anthracene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Benzo (a) pyrene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Benzo (b) fluoranthene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Benzo (k) fluoranthene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 1, 2-Benzophenanthrene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Dibenzo (a, h) anthracene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Indeno (1,2,3-cd) pyrene | -- | -- | -- | 0.001 | -- | -- | |
| Soil pollutants | Naphthalene | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Petroleum hydrocarbons (C10-C40) | -- | -- | -- | 89 | -- | -- |
Soil pollutants
| Soil pollutants | pH | -- | -- | -- | 8.24 | -- | -- | |
| Soil pollutants | 2, 4-Dinitrophenol | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | 2, 4-Dichlorophenol | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Di (2-ethylhexyl) phthalate | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Benzyl butyl phthalate (BBP) | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Di-n-octyl phthalate (DnOP) | -- | -- | -- | ND | -- | -- | |
| Soil pollutants | Polychlorinated biphenyl (PCB) (total) | -- | -- | -- | ND | -- | -- |
4. Treatment of pollutants
During the Reporting Period, the pollution treatment facilities for wastewater and exhaust gas of theenterprises controlled by the Company ran normally, with pollutants discharged in a compliantmanner. In 2022, there were 20 new wastewater treatment facilities, boosting the treatment capacityof sewage treatment facilities by 23.5%. Additionally, volatile organic compounds were vigorouslytreated by ensuring that facilities for volatile organic compounds ran normally. Moreover, sound-proof walls were well maintained to ensure that the noise at the plant boundary met the standards.Information on units with heavy pollutant discharge needs controlled by the Company is as follows:
(1) The first branch of Zhanjiang Port has a production sewage treatment system, with a treatment
capacity of 5,800 m
/d. The treated sewage is used for watering and dust control in the port area. Thethird branch of Zhanjiang Port has a production sewage treatment plant, with a treatment capacity of4,500 m
/d. The treated sewage is used for watering and dust control in the port area. The above-mentioned facilities are in normal operation.
(2) Both the first and third branches of Zhanjiang Port use water spray, water mist spray, sprinklers,and other facilities to meet the demand for dust control throughout the operation. The stockpiles arefully covered, and the dust control management of static storage and dynamic operation isstrengthened to reduce dust emissions to the maximum. Specifically, the first branch owns a dust-freeand sound-proof wall with a length of 160 meters and a height of 12 meters on the boundary of theplant. It is also equipped with 15 simple spray towers, 25 mobile remote fog machines, and twomobile dust suppression funnels. The third branch has two wind-proof dust suppression walls, 350and 427 meters long, respectively. It also has four mobile spray guns, 14 spray towers, 12 fixedsprayers, three sprinkler systems, and one dry mist dust suppression system for bucket-wheelmachines. The above-mentioned facilities are in normal operation.
(3) Zhanjiang Port Petrochemical Terminal Co., Ltd. has two production wastewater treatmentsystems and one domestic wastewater treatment system, both of which are in normal operation. Itcompleted the inspection and acceptance of the oil and gas recycling equipment for three 1,000-tonberths and departure platforms. Moreover, it is advancing the implementation of the construction ofthe oil and gas recycling equipment for a 10,000-ton loading berth.
(4) The first and third branches of Zhanjiang Port as well as Zhanjiang Port Petrochemical TerminalCo., Ltd. provide seven special rooms for storing hazardous waste. All the rooms are protected againstthunder, wind, rain, sunlight, and seepage and are equipped with surveillance equipment in thesurrounding places. A qualified third party is entrusted to transport the waste in a timely and compliantmanner.
5. Environmental self-monitoring program
During the Reporting Period, enterprises under the Company that are subject to the pollutantdischarge permits formulated self-monitoring plans as per laws, regulations, and pollutant dischargepermits and self-monitored soil. As a result, the monitoring results indicated that all indicators metthe standards. Information on units with heavy pollutant discharge needs controlled by the Companyis as follows:
(1) The first branch of Zhanjiang Port developed a soil self-monitoring plan, by which it conductedsoil monitoring. The soil monitoring was completed in August 2022, and the monitoring report wassubmitted to the ecological and environmental authorities and released online.
(2) The third branch of Zhanjiang Port developed a soil self-monitoring plan, by which it conductedsoil monitoring. The soil monitoring was completed in August 2022, and the monitoring report wassubmitted to the ecological and environmental authorities and released online.
(3) Zhanjiang Port Petrochemical Terminal Co., Ltd. developed a soil self-monitoring plan, by whichit conducted soil monitoring. The soil monitoring was completed in August 2022, and the monitoringreport was submitted to the ecological and environmental authorities and released online.
6. Contingency plan for environmental emergencies
During the Reporting Period, CMPort revised the Contingency Plan of CMPort for EnvironmentalEmergencies, and all enterprises controlled by the Company prepared a contingency plan forenvironmental emergencies as required. Units with heavy pollutant discharge needs filedenvironmental emergencies at local ecological and environmental bureaus as required. Details are asfollows:
(1) Contingency Plan for Environmental Emergencies of Zhanjiang Port (Group) Co., Ltd. Filing No.440803-2020-0036-H
(2) Contingency Plan for Environmental Emergencies of the First Branch of Zhanjiang Port (Group)Co., Ltd. Filing No. 440803-2021-0025-M
(3) Contingency Plan for Environmental Emergencies of the Third Branch of Zhanjiang Port (Group)Co., Ltd. Filing No. 440802-2022-0002-L
(4) Contingency Plan for Environmental Emergencies of Zhanjiang Port Petrochemical Terminal Co.,Ltd. Filing No. 440803-2021-0040-H
7. Input in environmental governance and protection and payment of environmental protectiontaxThe Company constantly increases its input into environmental protection to make sure that variouspollutants constantly meet the standards and thus contribute to business sustainability. During theReporting Period, the Company spent RMB228.7 million on environmental protection and paidRMB4.8792 million for environmental protection tax in full in time as per laws and regulations.
8. Measures taken to decrease carbon emission in the Reporting Period and correspondingeffectsCMPort vigorously responds to and implements the national requirements as well as the requirementsof CMG for carbon peak and carbon neutrality by developing and releasing the Action Plan of CMPortfor Achieving Carbon Peak and Carbon Neutrality. Additionally, it also proposes the goals of“achieving carbon peak by 2028 and carbon neutrality by 2060”. In 2022, CMPort implemented 55carbon emission reduction projects, enabling an emission cut of 82,300 tons every year.
9. Administrative penalties for environmental problems during the Reporting Period
□ Applicable √ Not applicable
10. Other environmental information that should be disclosed
None
11. Other information related to environmental protection
NoneII Corporate Social Responsibility (CSR)Always upholding the principle of sustainable development and performing its social responsibilitiesproactively, the Company promotes its sustainable development with efforts in continuouslystrengthening environment governance, safeguarding the rights and interests of its employees,attaching importance to occupational health, participating in charitable activities, and responding torural revitalization.
The Company is always committed to take on historical missions and has a strong sense of socialresponsibilities. During our journey of growth and development, we never steer away from theoriginal goal. We take the lead to address social problems, continue to seek for the matching pointfor mutual development with the society and explore appropriate models for conducting charitablebusiness that meets the needs of the current generation. By leveraging our core strengths to launchprofessional charitable activities, support regional development and preserve fine cultures, we willincorporate social development needs into our daily operation activities and join hands with evenmore partners to create a harmonious society and promote social progress.In 2022, the Company continued to build the “C-Blue” charity brand, carry out C-Blue TrainingProgramme, provide care for left-behind children, and contribute to rural revitalisation. Domestically,the Company upgraded the “C-Blue Child Care Programme” to the “C-Blue Rural Education CharityProgramme”. Focusing on charitable rural education, the Company conducted further explorations.First, it extended the programme coverage to Lianping County, Heyuan City, Guangdong Province,by fully leveraging the paired assistance channel of Nanshan District, Shenzhen City, providingeducational assistance for approximately 7,000 teachers and students from rural schools in WuhuaCounty, Meizhou City, and Lianping County, Heyuan City. Second, the Company enriched thecontent of the C-Blue programme based on its programme experience by promoting a programmecombo featuring school hardware upgrading and software assistance. Specifically, it developedgrowth classrooms, cloud classrooms, entertainment parks for young kids, and C-Blue Cultural Wall.Concurrently it launched C-Blue voluntary courses, reading and growth activities, faculty supportempowerment, and growth camps. Third, the Company constantly integrated advantageous resourcesof charitable enterprises in Nanshan District, Shenzhen City, including relevant authorities, charitableinstitutions, and Tencent, thereby increasing the programmes’ visibility. At the same time, theCompany encourages employees to contribute their time and professionalism to benefit communitiesand the environment by participating in voluntary services and activities. It works with communitiesnearby in launching charity activities. In 2022, 1,739 employees of the Company participated involuntary activities. Overseas, the programme “China Merchants Silk Road Love Villages” jointlylaunched by Colombo International Container Terminals Ltd. (CICT) and Hambantota InternationalPort Group (HIPG) delivered good results in Pannila and Kenda villages, Sri Lanka. Specifically, itcreated nearly 800 jobs for local people, improved the living environment in local villages and localvillagers’ living standards, and thus developed new villages featuring happiness and harmony.Hambantota International Port Group Co. Ltd. and the Department of Wildlife Conservation workedto initiate the “Save Elephant Calves” programme to foster and protect baby elephants before they
return to nature, such as providing baby elephants at elephant transit homes with food and othernecessities. By doing so, the stability and growth of the elephant species can be safeguarded, andCMPort can contribute its due part to the conservation of the ecosystem of elephants in Sri Lanka andto the maintenance of biodiversity in regions where it operates.Please refer to Sustainable Development Report of China Merchants Port Group Co., Ltd. in 2022 forthe fulfilment of social responsibilities in the Reporting Period for details.III Consolidation and Expansion of Poverty Alleviation Outcomes, and Rural RevitalizationZhanjiang Port, under the Company, vigorously responded to the call for poverty alleviation in 2022.It continued to participate in the “Guangdong Poverty Alleviation Day” by donating RMB600,000 tocharitable organisations in Zhanjiang City to contribute to the rural revitalisation cause of the city. Itsremarkable contributions earned it bronzes in the “Guangdong Poverty Alleviation Red Cotton Cup”and “Zhanjiang Municipal Poverty Alleviation Bauhinia Cup”. Zhanjiang Port is committed to doingpractical and good things for villagers. For example, it repaired the facilities of the Macheng VillageCommittee, such as the escalator and guardrails of the water tower, using a targeted donation ofRMB30,000, rooting out the safety hazard. Additionally, Zhanjiang Port organised three solicitudevisits during the Spring Festival and Mid-autumn Festival, visiting 103 households in total, coveringhouseholds placed under monitoring against falling into poverty, aged Party members, and childrenin need. The solicitude fund reached RMB46,000, delivering in-depth warmth and care to villagers.To resolve travel safety issues faced by villagers and beautify the rural environment, Zhanjiang Portapplied for a targeted donation of RMB350,000 from the Zhanjiang Charity Federation to renovatethe overall road facilities in the natural village, Xinglei Village, administered by the Macheng VillageCommittee. It paved the sidewalks with colourful bricks and retrofitted road lamps and chairs on bothsides of the roads. With the funding support of the China Merchants Charity Foundation, the YouthLeague Committee of Zhanjiang Port launched voluntary services and activities in Macheng Village.It donated children’s books, sports equipment, and student desks and chairs equivalent to RMB25,000.At the same time, it visited left-behind children from ten households and children in single-parentfamilies in need and brought them school supplies and nutritious food.
Part VI Significant EventsI Fulfilment of Commitments
1. Commitments of the Company’s Actual Controller, Shareholders, Related Parties, andAcquirers, as well as the Company Itself and other Entities Fulfilled in the Reporting Period orOngoing at the Period-end
Commitment
| Commitment | Promisor | Type of commitment | Details of commitment | Date of commitment making | Term of commitment | Fulfilment |
| Commitments made in acquisition documents or shareholding alteration documents | CMGD and Broadford Global | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment on safeguarding independence of CMPort made by CMGD and its person acting in concert Broadford Global: to safeguard the independence of finance, institutions, business and personnel of CMPort as well as independence and integrity of assets of CMPort. | 15 March 2018 | The commitment on safeguarding independence of CMPort is effective for a long time; the commitment on regulating related-party transactions is effective during the period when CMGD and its persons acting in concert possess control power over the Company | Ongoing |
| CMGD and Broadford Global | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment on regulating related-party transaction made by CMGD and corresponding persons acting in concert- Broadford Global: 1. CMGD/Broadford Global will make a great effort to reduce related-party transaction between CMGD/Broadford Global and its related parties as well as CMPort. Inevitable business dealings or transactions shall be conducted as per marketization principle and fair price and the obligation of information disclosure shall be fulfilled pursuant to provisions; 2. CMGD/Broadford Global and its related parties ensure they will strictly observe related stipulations of laws, regulations, normative documents and Articles of Association of CMPort and equally execute shareholders' rights and fulfil shareholders' obligations together with other shareholders in line with legal program as well as won't seek improper interest with actual controller's status or damage legitimate interest of CMPort and other shareholders; 3. The above commitment is continuously effective during the period when CMGD/Broadford Global has the right to control CMPort. In case of losses incurred by | 15 March 2018 | The commitment on safeguarding independence of CMPort is effective for a long time; the commitment on regulating related-party transactions is | Ongoing |
CMGD/Broadford Global failing to fulfil the above commitmentto CMPort, CMGD will bear corresponding compensationresponsibility.
| CMGD/Broadford Global failing to fulfil the above commitment to CMPort, CMGD will bear corresponding compensation responsibility. | effective during the period when CMGD and its persons acting in concert possess control power over the Company | |||||
| CMG | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment on regulating related-party transaction: 1. China Merchants Group will try its best to reduce related-party transaction between it and its related parties and CMPort. Inevitable business dealings or transactions shall be conducted as per marketization principle and fair price and the obligation of information disclosure shall be fulfilled pursuant to provisions; 2. China Merchants Group ensure they will strictly observe related stipulations of laws, regulations, normative documents and Articles of Association of CMPort and equally execute shareholders' rights and fulfil shareholders' obligations together with other shareholders in line with legal program as well as won't seek improper interest with actual controller's status or damage legitimate interest of CMPort and other shareholders; 3. The above commitment is continuously effective during the period when China Merchants Group has the right to control CMPort. In case of losses incurred by China Merchants Group failing to fulfil the above commitment to CMPort, China Merchants Group will bear corresponding compensation responsibility. | 15 March 2018 | Effective until no-longer to be the actual controller of the Company | Ongoing | |
| Commitments made in time of asset restructuring | CMPID | Commitment on restriction on share trading | 1. CMPort shares obtained by purchasing assets with shares issued this time are forbidden to be transferred or transacted in the market before the latter one between the date arising 36 months after the date when CMPort shares gained by CMPID based on this transaction are registered under the name of CMPID and the date when fulfilment of compensation obligations set forth in the Impairment Compensation Agreement for Issuing Shares To Purchase Assets signed by and between CMPID and CMPort, separately and its supplementary agreement (if any) is over (except for repurchasing or presenting shares pursuant to Impairment Compensation Agreement for Issuing Shares To Purchase Assets and its supplementary agreement (if any)); 2. In case of closing price of CMPort stocks being lower than issue price for consecutive 20 transaction days within 6 months after completion of the transaction or such closing price being lower than issue price at the end of the 6th month after completion of the transaction, the lockup period of CMPort stocks held by CMPID will be automatically lengthened for at least 6 months; 3. CMPort shares which derive from consideration shares obtained by CMPID based on the transaction during the lockup period due to CMPort distributing stock dividend and capital reserve converted into increased capital shall be subject to the commitment regarding the above restricted stock trade period; 4. In case that the transaction is placed on file for investigation and prosecution by judiciary authorities as well as registered and investigated by CSRC because false record, misleading statement or important omission happens to provided or disclosed information, CMPID won't transfer its shares with rights and interests at CMPort before case investigation conclusion is drawn; 5. In case that lockup period set forth in the commitment is inconsistent with regulatory opinions from securities market supervision department or lockup period required by related provisions, | 26 December 2018 | 25 June 2022 | Fulfilled |
CMPID shall adjust the above lockup period pursuant toregulatory opinions from relevant securities market supervisiondepartment and related provisions. 6. After the above lockupperiod expires, CMPID shall observe provisions of laws andregulations, related rules of Shenzhen Stock Exchange as well asArticles of Association of CMPort in case of reducing sharesheld by it.
| CMPID shall adjust the above lockup period pursuant to regulatory opinions from relevant securities market supervision department and related provisions. 6. After the above lockup period expires, CMPID shall observe provisions of laws and regulations, related rules of Shenzhen Stock Exchange as well as Articles of Association of CMPort in case of reducing shares held by it. | |||||
| CMPID | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment on avoiding horizontal competition: 1. CMPID and other enterprise controlled by CMPID fail to engage in or participate in business or activity which is similar with and constitutes or likely constitutes competitive relation with main business conducted by CMPort and the enterprise controlled by it now; 2. CMPID will try its best to promote CMPID and other enterprise controlled by CMPID not to directly or indirectly engage in or participate in or assist to engage in or participate in any business or activity which constitutes or likely constitutes competitive relation with main business conducted by CMPort and the enterprise controlled by it now and in the future independently or together with others; 3. In case of discovering any new business opportunity which constitutes or likely constitutes direct or indirect competitive relation with main business of CMPort or the enterprise controlled by it, CMPID or CMPID and other enterprise controlled by it will immediately notify CMPort in written as well as make a great effort to promote such business opportunity to be provided to CMPort or the enterprise controlled by it firstly according to reasonable and fair terms and conditions; 4. In case of CMPort or the enterprise controlled by it waiving such competitive new business opportunity and CMPID or/and other enterprise controlled by it engaging in such competitive business, CMPort or the enterprise controlled by it will have the right to purchase any stock rights, assets or other rights and interests in the above competitive business from CMPID or/and other enterprise controlled by it once or several times at any moment, or CMPort will select entrusted operation, leasing or contract operation of assets or businesses of CMPID or/and other enterprise controlled by it in the above competitive business as per the mode permitted by national laws and regulations; 5. When CMPID and other enterprise controlled by it plans to transfer, sell, rent out, conduct licensed use of or transfer or allow to use assets and businesses which constitutes or likely constitutes direct or indirect competitive relationship with main business of CMPort or the enterprise controlled by it in other way, CMPID and other enterprise controlled by it will provide the right of priority assignment to CMPort or the enterprise controlled by it and promise to make a great effort to promote other enterprise controlled by CMPID provide CMPort or the enterprise controlled by it with the right of priority assignment under the above situation; 6. As of the date when the commitment letter is provided, CMPID promises to compensate all actual losses, damages and expenses arising from violation of any clause in the commitment letter by CMPID or the enterprise controlled by it to CMPort or the enterprise controlled by it. | 26 July 2018 | Effective until no-longer to be the largest shareholder of the Company | Ongoing |
| CMPID | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment on regulating related-party transaction: 1. CMPID and other enterprise controlled by it will make a great effort to avoid and reduce related-party transaction between CMPort and economic entity controlled by it; 2. CMPID and other enterprise controlled by it will exercise stockholder's rights in accordance with related provisions of relevant laws and regulations as well as Articles of Association of CMPort and fulfil the obligation of vote avoidance at the moment of voting for related-party transactions involved by CMPID and other enterprise controlled by it at the stockholders' meeting; 3. As for related-party transaction which is inevitable or occurs due to reasonable reason, CMPID will carry out transaction pursuant to the principle of openness, fairness and justice for market transaction | 26 July 2018 | Effective until no-longer to be the largest shareholder of the Company | Ongoing |
and based on fair and reasonable market price, perform related-party transaction decision-making process and legally fulfilinformation disclosure obligation to safeguard benefits ofCMPort and other shareholders of CMPort in line withprovisions of laws, regulations, normative documents andArticles of Association of CMPort; 4. It's ensured that nolegitimate interest of CMPort and other shareholders of CMPortis damaged by related-party transaction based on status andinfluence of CMPort; 5. CMPID will promote other enterprisecontrolled by it to observe the commitment of Subparagraph 1-4; 6. In case of CMPID and other enterprise controlled by itviolating the above commitment, causing rights and interests ofCMPort and its shareholders are damaged, CMPID will takecorresponding compensation responsibility according to law.
| and based on fair and reasonable market price, perform related-party transaction decision-making process and legally fulfil information disclosure obligation to safeguard benefits of CMPort and other shareholders of CMPort in line with provisions of laws, regulations, normative documents and Articles of Association of CMPort; 4. It's ensured that no legitimate interest of CMPort and other shareholders of CMPort is damaged by related-party transaction based on status and influence of CMPort; 5. CMPID will promote other enterprise controlled by it to observe the commitment of Subparagraph 1-4; 6. In case of CMPID and other enterprise controlled by it violating the above commitment, causing rights and interests of CMPort and its shareholders are damaged, CMPID will take corresponding compensation responsibility according to law. | |||||
| CMPID | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment about keeping independence of CMPort: 1. After the transaction is completed, CMPID will strictly observe related provisions regarding independence of listed Companies from CSRC and won't violate standard operating procedures of CMPort based on the first majority shareholder, conduct excessive intervention of operation and management activities of CMPort and its subsidiary, embezzle benefits of CMPort and its subsidiary or damage legitimate interest of CMPort and other shareholders; 2. CMPID will ensure CMPort is independent from CMPID and related parties in the aspects of business, asset, finance, personnel and institution; 3. CMPID ensures independence of CMPort, CMPID and other enterprise controlled by it fail to occupy capitals and resources of CMPort based on violation in any way and will strictly observe provisions of rules and regulations for avoiding occupation of related party funds from CMPort as well as related laws, regulations and normative documents; 4. The commitment letter takes effect as of the signature date of CMPID as well as is legally binding upon CMPID. CMPID ensures it will strictly fulfil various commitments in the commitment letter and will take corresponding legal responsibility for losses incurred to CMPort due to violation of related commitment. | 26 July 2018 | Effective until no-longer to be the largest shareholder of the Company | Ongoing |
| CMG | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment on avoiding horizontal competition: 1. China Merchants Group and the enterprise controlled by it (excluding CMPort Holdings and the enterprise controlled it) fail to engage in or participate in any business or activity which is similar with and constitutes or likely constitute direct or indirect competitive relationship with main business conducted by CMPort and the enterprise controlled by it now; 2. China Merchants Group will try its best to promote enterprises controlled by it(except for CMPort and the enterprise controlled by it) not to directly or indirectly engage in or participate in or assist to engage in or participate in any business or activity which constitutes or likely constitutes competitive relation with main business conducted by CMPort and the enterprise controlled by it now and in the future independently or together with others; 3. In case of discovering any new business opportunity which constitutes and likely constitutes direct or indirect competitive relation with main business of CMPort or the enterprise controlled by it, China Merchants Group or enterprise controlled by it(except for CMPort and the enterprise controlled by it) will immediately notify CMPort in written as well as make a great effort to promote such business opportunity to be provided to CMPort or the enterprise controlled by it firstly according to reasonable and fair terms and conditions; 4. In case of CMPort or the enterprise controlled by it waives such competitive new business opportunity and China Merchants Group or the enterprise controlled by it (except for CMPort and the enterprise controlled by it) engaging in such competitive business, CMPort or the enterprise controlled by it will be entitled to purchase any equities, assets and other rights and interests in the above competitive business from China Merchants Group or the | 26 July 2018 | Effective until no-longer to be the actual controller of the Company | Ongoing |
enterprise controlled by it (except for CMPort and the enterprisecontrolled by it) once or several times at any moment or CMPortwill select entrusted operation, leasing or contract operation ofassets or businesses of China Merchants Group or the enterprisecontrolled by it (except for CMPort and the enterprise controlledby it) in the above competitive business according to the modepermitted by national laws and regulations; 5. When ChinaMerchants Group and the enterprise controlled by it (except forCMPort and the enterprise controlled by it) plans to transfer, sell,lease, allow to use or transfer or allow to use asset and businesswhich constitutes or likely constitutes direct or indirectcompetitive relationship with main business of CMPort or theenterprise controlled by it in other way, China Merchants Groupand the enterprise controlled by it (except for CMPort and theenterprise controlled by it) will provide the right of priorityassignment for CMPort or the enterprise controlled by it andpromise to make a great effort to promote the enterprisecontrolled by China Merchants Group to provide the of priorityassignment for CMPort or the enterprise controlled by it underthe above situation; 6. As of the date when the commitment letteris provided, China Merchants Group promises to compensate allactual losses, damages and expenses arising from violation ofany clause in the commitment letter by China Merchants Groupor the enterprise controlled by it to CMPort or the enterprisecontrolled by it.
| enterprise controlled by it (except for CMPort and the enterprise controlled by it) once or several times at any moment or CMPort will select entrusted operation, leasing or contract operation of assets or businesses of China Merchants Group or the enterprise controlled by it (except for CMPort and the enterprise controlled by it) in the above competitive business according to the mode permitted by national laws and regulations; 5. When China Merchants Group and the enterprise controlled by it (except for CMPort and the enterprise controlled by it) plans to transfer, sell, lease, allow to use or transfer or allow to use asset and business which constitutes or likely constitutes direct or indirect competitive relationship with main business of CMPort or the enterprise controlled by it in other way, China Merchants Group and the enterprise controlled by it (except for CMPort and the enterprise controlled by it) will provide the right of priority assignment for CMPort or the enterprise controlled by it and promise to make a great effort to promote the enterprise controlled by China Merchants Group to provide the of priority assignment for CMPort or the enterprise controlled by it under the above situation; 6. As of the date when the commitment letter is provided, China Merchants Group promises to compensate all actual losses, damages and expenses arising from violation of any clause in the commitment letter by China Merchants Group or the enterprise controlled by it to CMPort or the enterprise controlled by it. | |||||
| CMG | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment on regulating related-party transaction: 1. China Merchants Group and other enterprise controlled by it will make a great effort to avoid and reduce related-party transaction between CMPort and economic entity controlled by it; 2. China Merchants Group and other enterprise controlled by it will exercise stockholder's rights in accordance with related provisions of relevant laws and regulations as well as Articles of Association of CMPort and fulfil the obligation of vote avoidance at the moment of voting for related-party transactions involved by China Merchants Group and other enterprise controlled by it at the stockholders' meeting; 3. As for related transaction which is inevitable or occurs due to reasonable reason, China Merchants Group will carry out transaction pursuant to the principle of openness, fairness and justice for market transaction and based on fair and reasonable market price, perform related-party transaction decision-making process and legally fulfil information disclosure obligation to safeguard benefits of CMPort and other shareholders of CMPort in line with provisions of laws, regulations, normative documents and Articles of Association of CMPort; 4. It's ensured that no legitimate interest of CMPort and other shareholders of CMPort is damaged by related-party transaction based on status and influence of CMPort; 5. China Merchants Group promotes other enterprise controlled by it to observe the commitment set forth in Subparagraph 1-4 above; 6. In case of China Merchants Group and other enterprise controlled by it violating the above commitment, causing rights and interests of CMPort and its shareholders are damaged, China Merchants Group will take corresponding compensation responsibility according to law. | 26 July 2018 | Effective until no-longer to be the actual controller of the Company | Ongoing |
| CMG | Commitments on horizontal competition, related-party transaction and capital occupation | Commitment about keeping independence of CMPort: 1. After the transaction is completed, China Merchants Group will strictly observe related provisions regarding independence of listed companies from CSRC and won't violate standard operating procedures of CMPort based on actual controller's status, conduct excessive intervention of operation and management activities of CMPort and its subsidiary, embezzle benefits of CMPort and its subsidiary or damage legitimate interest of CMPort and other shareholders; 2. China Merchants Group will ensure CMPort is independent from China Merchants Group and related parties in the aspects of business, asset, finance, personnel and institution; 3. China Merchants Group | 26 July 2018 | Effective until no-longer to be the actual controller of the Company | Ongoing |
ensures independence of CMPort, China Merchants Group andother enterprise controlled by it fail to occupy capitals andresources of CMPort based on violation in any way and willstrictly observe provisions of rules and regulations for avoidingoccupation of related party funds from CMPort as well as relatedlaws, regulations and normative documents; 4. The commitmentletter takes effect as of the signature date of China MerchantsGroup as well is legally binding upon China Merchants Group.China Merchants Group ensures it will strictly fulfil variouscommitments in the commitment letter and will takecorresponding legal responsibility for losses incurred to listedCompany due to violation of related commitment.
| ensures independence of CMPort, China Merchants Group and other enterprise controlled by it fail to occupy capitals and resources of CMPort based on violation in any way and will strictly observe provisions of rules and regulations for avoiding occupation of related party funds from CMPort as well as related laws, regulations and normative documents; 4. The commitment letter takes effect as of the signature date of China Merchants Group as well is legally binding upon China Merchants Group. China Merchants Group ensures it will strictly fulfil various commitments in the commitment letter and will take corresponding legal responsibility for losses incurred to listed Company due to violation of related commitment. | |||||
| CMG | Other commitment | Commitment letter about perfecting the property ownership certificate for land and house property of CMPort Holdings and the enterprise subordinate to it: 1. China Merchants Group will spare no effort to assist, promote and drive CMPort Holdings and the enterprise subordinate to it to standardize, perfect and solve ownership defects of properties such as land and house property; 2. The following situations happen to CMPort Holdings and the enterprise subordinate to it before completion of the transaction: (1) Land use right of ownership certificate which is being handled, the house property failing to be timely handled (except for results incurred by force majeure, law, policy, government administration behavior and change in planned use of the land instead of CMPort Holdings and the enterprise subordinate to it); Or (2) Land use right of ownership certificate, the property ownership certificate failing to be handled (except for results incurred by force majeure, law, policy, government administration behavior and change in planned use of the land of CMPort Holdings and the enterprise subordinate to it); Or (3) In case of nonstandard other land use right and house property (except for results incurred by force majeure, law, policy, government administration behavior and change in planned use of the land instead of CMPort Holdings and the enterprise subordinate to it) and encountering actual losses (including but not limited to compensation, fine, expenditure and benefit lost), China Merchants Group will timely and fully compensate CMPort. | 26 July 2018 | Effective until no-longer to be the actual controller of the Company | Ongoing |
| CMG | Other commitment | Commitment letter about real estate leased by CMPort Holdings and the enterprise subordinate to it: In case of nonstandard situation of the leased property significantly influencing use of CMPort Holdings and the Company subordinate to it to engage in operation of normal business, China Merchants Group will actively take effective measures (including but not limited to arranging to provide the property with identical or similar conditions to be used for operation of related Company) to promote business operation of related Company to be conducted normally and alleviate or eliminate adverse effect; In case of nonstandard of the leased property causing CMPort Holdings and the enterprise subordinate to it produce actual additional expenditures or losses (such as third-party compensation), China Merchants Group will actively coordinate and negotiate with other related party to support normal operation of CMPort Holdings and the enterprise subordinate to it to the great extent and avoid or control continuous enlargement of the damage; At the same time, China Merchants Group agrees compensate CMPort Holdings and the enterprise subordinate to it in cash for actual losses incurred to CMPort Holdings and the enterprise subordinate to it for this reason to relieve or eliminate adverse effect. | 26 July 2018 | Effective until no-longer to be the actual controller of the Company | Ongoing |
| CMG | Other commitment | Commitment letter about allotted land of the enterprise subordinate to China Merchants Port Holdings Company Limited from China Merchants Group: In case that the above allotted land is withdrawn or needs to be translated into assignment land due to policy adjustment in the future after the transaction is completed, China Merchants Group will actively | 26 July 2018 | Effective until no-longer to be the actual controller | Ongoing |
coordinate with CMPort and related companies such as ChinaMerchants Group International Port (Qingdao) Co., Ltd. andShantou CMPort Group Co., Ltd. to handle the transferprocedure or take other feasible countermeasures. In case of anyactual loss (excluding land-transferring fees or rent, fees paid fortaking rural land, ownership registration fees, taxes and dues andother related expenses to be paid by Chiwan Wharf or above-mentioned related companies according to provisions of lawsand regulations) incurred to CMPort or above-mentioned relatedcompanies for this reason, China Merchants Group will timelyand fully compensate actual loss incurred to CMPort or above-mentioned related companies.
| coordinate with CMPort and related companies such as China Merchants Group International Port (Qingdao) Co., Ltd. and Shantou CMPort Group Co., Ltd. to handle the transfer procedure or take other feasible countermeasures. In case of any actual loss (excluding land-transferring fees or rent, fees paid for taking rural land, ownership registration fees, taxes and dues and other related expenses to be paid by Chiwan Wharf or above-mentioned related companies according to provisions of laws and regulations) incurred to CMPort or above-mentioned related companies for this reason, China Merchants Group will timely and fully compensate actual loss incurred to CMPort or above-mentioned related companies. | of the Company | ||||
| CMG | Other commitment | Commitment letter about undertaking the accreditation fees of property ownership certificate for the perfection of the land and house property of CMPort Holdings and the enterprise subordinate to it: In case of defective land use right and house property involved by the Company subordinate to CMPort Holdings on account of operation (namely land use right and house property of the Company subordinate to CMPort Holdings without complete ownership certificate existing before the transaction is completed), incurring registration fees such as taxes and dues, compensation and fine in the process of perfecting legal procedures of defective land use right and house property by the subordinate to CMPort Holdings, China Merchants Group will timely and fully compensate to the Company subordinate to CMPort Holdings for undertaking. | 14 September 2018 | Effective until no-longer to be the actual controller of the Company | Ongoing |
| CMG | Other commitment | Commitment letter about related matters of CMPort after the transaction is completed: After the transaction is completed, Chiwan Wharf will become port business asset management headquarters and domestic capital operation platform of China Merchants Group, deeply participate in integration of domestic regional port assets and enlarge the scale of domestic listed assets to make net profit of CMPort Holdings (00144.HK) enjoyed as per the rights and interests in the consolidated statement of listed Company in recent one fiscal year fail to exceed 50% net profit of consolidated statement of the listed Company and net asset of CMPort Holdings (00144.HK) enjoyed in light of rights and interests in the consolidated statement of listed Company in recent one fiscal year fail to exceed 30% net asset in the consolidated statement of the listed Company within 3-5 years after the transaction is completed. | 30 September 2018 | Three to five years and CMG is the actual controller of the Company | Ongoing |
| CMG | Other commitment | China Merchants Group and all its directors, supervisors and administrative officers ensure the transaction report, its abstract, other information provided for the transaction and application document are true, accurate and complete without false record, misleading statement or important omission as well as take individual and joint legal liability for false record, misleading statement or important omission. If the information provided or disclosed by this transaction is suspected of false records, misleading statements or major omissions, and is investigated by the judicial authorities or investigated by the China Securities Regulatory Commission (CSRC), the directors, supervisors or senior managers of China Merchants Group do not transfer the shares that have interests in listed Company, and submit the written application and stock account of the suspension of the transfer to the Board of Directors of the CMPort within two trading days after receiving the filing inspection notice, and the Board of Directors shall apply for lock-up on behalf of the CMG Hong Kong to the Stock Exchange and Registration and Settlement Company. In case of failing to file a locking application within two transaction days and after the Board of Directors is authorized for verification, identity information and account information on directors, supervisors or administrative officers of China Merchants Group will be directly submitted to Stock Exchange and Registration and Settlement Company with locking applied; In case of Board of Directors failing to submit | 26 July 2018 | Effective continuously | Ongoing |
identity information and account information on directors,supervisors or administrative officers of China Merchants Groupto Stock Exchange and Registration and Settlement Company,Stock Exchange and Registration and Settlement Company willbe authorized to directly lock related shares. In case that thesituation of violating laws and rules is found upon investigationconclusion, directors, supervisors or administrative officers ofChina Merchants Group promise locked shares are voluntarilyused for compensating related investors.
| identity information and account information on directors, supervisors or administrative officers of China Merchants Group to Stock Exchange and Registration and Settlement Company, Stock Exchange and Registration and Settlement Company will be authorized to directly lock related shares. In case that the situation of violating laws and rules is found upon investigation conclusion, directors, supervisors or administrative officers of China Merchants Group promise locked shares are voluntarily used for compensating related investors. | |||||
| CMG Hong Kong | Other commitment | 1. CMG Hong Kong ensures related information provided for the transaction is true, accurate and complete without false record, misleading statement or important omission; 2. CMG Hong Kong ensures the data provided to CMPort and all intermediary organs participating in the transaction is true, accurate and complete original written data or data copy. Data copy is consistent with original data and signature and seal of all the documents are true. The signatory of such documents is legally authorized and effectively signs such documents without any false record, misleading statement or important omission; 3. CMG Hong Kong ensures descriptions and confirmations issued for the transaction is true, accurate and complete without false record, misleading statement or important omission; 4. CMG Hong Kong ensures that statutory disclosure and report obligation has been performed, and no contracts, agreements, arrangements or miscellaneous that should have been disclosed exists; 5. The CMG Hong Kong made the commitment that if the information provided or disclosed by this transaction is suspected of false records, misleading statements or major omissions, and is investigated by the judicial authorities or investigated by the China Securities Regulatory Commission (CSRC), it does not transfer the shares that have interests in listed Company, and submit the written application and stock account of the suspension of the transfer to the Board of Directors of the CMPort within two trading days after receiving the filing inspection notice, and the Board of Directors shall apply for lock-up on behalf of the CMG Hong Kong to the Stock Exchange and Registration and Settlement Company. In case of failing to file a locking application within two transaction days and after the Board of Directors is authorized for verification, identity information and account information on CMG Hong Kong will be directly submitted to Stock Exchange and Registration and Settlement Company with locking applied; In case of Board of Directors failing to submit identity information and account information on CMG Hong Kong to Stock Exchange and Registration and Settlement Company, Stock Exchange and Registration and Settlement Company will be authorized to directly lock related shares. If the investigation finds that there is a violation of the law, CMG Hong Kong committed to lock the shares voluntarily for the relevant investor compensation; 6. If CMG Hong Kong promises to related document, data and information provided in the reorganization process aren't true, accurate or complete or are with false record, misleading statement or important omission, CMG Hong Kong is willing to legally bear corresponding legal responsibility; 7. In case of CMG Hong Kong violating the above promise, incurring losses to CMPort, CMG Hong Kong will take corresponding compensation responsibility. | 26 July 2018 | Effective continuously | Ongoing |
| CMPID | Other commitment | 1. CMPID ensures related information provided for the transaction is true, accurate and complete without false record, misleading statement or important omission; 2. CMPID ensures the data provided to CMPort and all intermediary organs participating in the transaction is true, accurate and complete original written data or data copy. Data copy is consistent with original data and signature and seal of all the documents are true. The signatory of such documents is legally authorized and effectively signs such documents without any false record, | 26 July 2018 | Effective continuously | Ongoing |
misleading statement or important omission; 3. CMPID ensuresdescription and confirmation provided for the transaction aretrue, accurate and complete without any false record, misleadingstatement or important omission; 4. CMPID ensures thatstatutory disclosure and report obligation has been performed,and no contracts, agreements, arrangements or miscellaneousthat should have been disclosed exists; 5. The CMPID made thecommitment that if the information provided or disclosed by thistransaction is suspected of false records, misleading statementsor major omissions, and is investigated by the judicial authoritiesor investigated by the China Securities Regulatory Commission(CSRC), it does not transfer the shares that have interests inCMPort, and submit the written application and stock account ofthe suspension of the transfer to the Board of Directors of theCMPort within two trading days after receiving the filinginspection notice, and the Board of Directors shall apply forlock-up on behalf of the CMG Hong Kong to the Stock Exchangeand Registration and Settlement Company. If the application forlock-up is not submitted within two transaction days, the Boardof Directors is authorized to verify and submit the identityinformation and account information of CMPID directly to theStock Exchange and Registration and Settlement Company andapply for lock-up; If the Board of Directors fails to submit theidentity information and account information of the CMPID tothe Stock Exchange and Registration and Settlement Company,then the Stock Exchange and Registration and SettlementCompany shall be authorized to directly lock the relevant shares.If the investigation finds that there is a violation of the law,CMPID committed to lock the shares voluntarily for the relevantinvestor compensation; 6. If CMPID promises to relateddocument, data and information provided in the reorganizationprocess aren't true, accurate or complete or are with false record,misleading statement or important omission, CMPID is willingto legally bear corresponding legal responsibility; 7. In case ofCMPID violating the above commitment, incurring losses toCMPort, CMPID will take corresponding compensationresponsibility.
| misleading statement or important omission; 3. CMPID ensures description and confirmation provided for the transaction are true, accurate and complete without any false record, misleading statement or important omission; 4. CMPID ensures that statutory disclosure and report obligation has been performed, and no contracts, agreements, arrangements or miscellaneous that should have been disclosed exists; 5. The CMPID made the commitment that if the information provided or disclosed by this transaction is suspected of false records, misleading statements or major omissions, and is investigated by the judicial authorities or investigated by the China Securities Regulatory Commission (CSRC), it does not transfer the shares that have interests in CMPort, and submit the written application and stock account of the suspension of the transfer to the Board of Directors of the CMPort within two trading days after receiving the filing inspection notice, and the Board of Directors shall apply for lock-up on behalf of the CMG Hong Kong to the Stock Exchange and Registration and Settlement Company. If the application for lock-up is not submitted within two transaction days, the Board of Directors is authorized to verify and submit the identity information and account information of CMPID directly to the Stock Exchange and Registration and Settlement Company and apply for lock-up; If the Board of Directors fails to submit the identity information and account information of the CMPID to the Stock Exchange and Registration and Settlement Company, then the Stock Exchange and Registration and Settlement Company shall be authorized to directly lock the relevant shares. If the investigation finds that there is a violation of the law, CMPID committed to lock the shares voluntarily for the relevant investor compensation; 6. If CMPID promises to related document, data and information provided in the reorganization process aren't true, accurate or complete or are with false record, misleading statement or important omission, CMPID is willing to legally bear corresponding legal responsibility; 7. In case of CMPID violating the above commitment, incurring losses to CMPort, CMPID will take corresponding compensation responsibility. | |||||
| CMPort Holdings | Other commitment | 1. CMPort Holdings ensures related information provided for the transaction is true, accurate and complete without false record, misleading statement or important omission; 2. CMPort Holdings ensures the data provided to CMPort and all intermediary organs participating in the transaction is true, accurate and complete original written data or data copy. Data copy is consistent with original data and signature and seal of all the documents are true. The signatory of such documents is legally authorized and effectively signs such documents without any false record, misleading statement or important omission; 3. CMPort Holdings ensures description and confirmation provided for the transaction are true, accurate and complete without any false record, misleading statement or important omission; 4. CMPort Holdings ensures that statutory disclosure and report obligation has been performed, and no contracts, agreements, arrangements or miscellaneous that should have been disclosed exists; 5. CMPort Holdings made the commitment that if the information provided or disclosed by this transaction is suspected of false records, misleading statements or major omissions, and is investigated by the judicial authorities or investigated by the China Securities Regulatory Commission (CSRC); CMPort Holdings committed that if CMPort Holdings violated the above promise, incurring losses to CMPort, CMPort Holdings will take corresponding compensation responsibility. | 26 July 2018 | Effective continuously | Ongoing |
| CMG | Other commitment | 1. China Merchants Group ensures related information provided for the transaction is true, accurate and complete without false record, misleading statement or important omission; 2. China Merchants Group ensures the data provided to CMPort and all intermediary organs participating in the transaction is true, | 26 July 2018 | Effective continuously | Ongoing |
accurate and complete original written data or data copy. Datacopy is consistent with original data and signature and seal of allthe documents are true. The signatory of such documents islegally authorized and effectively signs such documents withoutany false record, misleading statement or important omission; 3.China Merchants Group ensures descriptions and confirmationsissued for the transaction is true, accurate and complete withoutfalse record, misleading statement or important omission; 4.China Merchants Group ensures that statutory disclosure andreport obligation has been performed, and no contracts,agreements, arrangements or miscellaneous that should havebeen disclosed exists; 5. China Merchants Group made thecommitment that if the information provided or disclosed by thistransaction is suspected of false records, misleading statementsor major omissions, and is investigated by the judicial authoritiesor investigated by the China Securities Regulatory Commission(CSRC), it does not transfer the shares that have interests inCMPort, and submit the written application and stock account ofthe suspension of the transfer to the Board of Directors of theCMPort within two trading days after receiving the filinginspection notice, and the Board of Directors shall apply forlock-up on behalf of China Merchants Group to the StockExchange and Registration and Settlement Company. In case offailing to file a locking application within two transaction daysand after the Board of Directors is authorized for verification,identity information and account information of ChinaMerchants Group will be directly submitted to Stock Exchangeand Registration and Settlement Company with locking applied;In case of Board of Directors failing to submit identityinformation and account information of China Merchants Groupto Stock Exchange and Registration and Settlement Company,Stock Exchange and Registration and Settlement Company willbe authorized to directly lock related shares. If the investigationfinds that there is a violation of the law, China Merchants Groupcommitted to lock the shares voluntarily for the relevant investorcompensation; 6. If China Merchants Group promises to relateddocument, data and information provided in the reorganizationprocess aren't true, accurate or complete or are with false record,misleading statement or important omission, China MerchantsGroup is willing to legally bear corresponding legalresponsibility; In case of China Merchants Group violating theabove promise, incurring losses to CMPort, China MerchantsGroup will take corresponding compensation responsibility.
| accurate and complete original written data or data copy. Data copy is consistent with original data and signature and seal of all the documents are true. The signatory of such documents is legally authorized and effectively signs such documents without any false record, misleading statement or important omission; 3. China Merchants Group ensures descriptions and confirmations issued for the transaction is true, accurate and complete without false record, misleading statement or important omission; 4. China Merchants Group ensures that statutory disclosure and report obligation has been performed, and no contracts, agreements, arrangements or miscellaneous that should have been disclosed exists; 5. China Merchants Group made the commitment that if the information provided or disclosed by this transaction is suspected of false records, misleading statements or major omissions, and is investigated by the judicial authorities or investigated by the China Securities Regulatory Commission (CSRC), it does not transfer the shares that have interests in CMPort, and submit the written application and stock account of the suspension of the transfer to the Board of Directors of the CMPort within two trading days after receiving the filing inspection notice, and the Board of Directors shall apply for lock-up on behalf of China Merchants Group to the Stock Exchange and Registration and Settlement Company. In case of failing to file a locking application within two transaction days and after the Board of Directors is authorized for verification, identity information and account information of China Merchants Group will be directly submitted to Stock Exchange and Registration and Settlement Company with locking applied; In case of Board of Directors failing to submit identity information and account information of China Merchants Group to Stock Exchange and Registration and Settlement Company, Stock Exchange and Registration and Settlement Company will be authorized to directly lock related shares. If the investigation finds that there is a violation of the law, China Merchants Group committed to lock the shares voluntarily for the relevant investor compensation; 6. If China Merchants Group promises to related document, data and information provided in the reorganization process aren't true, accurate or complete or are with false record, misleading statement or important omission, China Merchants Group is willing to legally bear corresponding legal responsibility; In case of China Merchants Group violating the above promise, incurring losses to CMPort, China Merchants Group will take corresponding compensation responsibility. | |||||
| Chiwan Wharf and all directors, supervisors and senior management | Other commitment | Chiwan Wharf and all its directors, supervisors and administrative officers ensure the transaction report, its abstract, other information provided for the transaction and application document are true, accurate and complete without false record, misleading statement or important omission as well as take individual and joint legal liability for false record, misleading statement or important omission. If the information provided or disclosed by this transaction is suspected of false records, misleading statements or major omissions, and is investigated by the judicial authorities or investigated by the China Securities Regulatory Commission (CSRC), the directors, supervisors, or senior managers of Chiwan Wharf do not transfer the shares that have interests in CMPort, and submit the written application and stock account of the suspension of the transfer to the Board of Directors of the CMPort within two trading days after receiving the filing inspection notice, and the Board of Directors shall apply for lock-up on behalf of them to the Stock Exchange and Registration and Settlement Company. In case of failing to file a locking application within two transaction days and after the Board of Directors is authorized for verification, identity information and account information on directors, supervisors or administrative officers of Chiwan Wharf will be directly submitted to Stock Exchange and Registration and Settlement | 26 July 2018 | Effective continuously | Ongoing |
Company with locking applied; In case of Board of Directorsfailing to submit identity information and account informationon directors, supervisors or administrative officers of ChiwanWharf to Stock Exchange and Registration and SettlementCompany, Stock Exchange and Registration and SettlementCompany will be authorized to directly lock related shares. Incase that the situation of violating laws and rules is found uponinvestigation conclusion, directors, supervisors or administrativeofficers of Chiwan Wharf promise locked shares are voluntarilyused for compensating related investors.
| Company with locking applied; In case of Board of Directors failing to submit identity information and account information on directors, supervisors or administrative officers of Chiwan Wharf to Stock Exchange and Registration and Settlement Company, Stock Exchange and Registration and Settlement Company will be authorized to directly lock related shares. In case that the situation of violating laws and rules is found upon investigation conclusion, directors, supervisors or administrative officers of Chiwan Wharf promise locked shares are voluntarily used for compensating related investors. | ||||||
| Other commitments made to minority shareholders | China Nanshan Development (Group) Inc. | Other commitment | CND Group will irrevocably and unconditionally agrees it will ensure transferee of such land use right and its successor and assignee will be fully exempted from responsibility for the above matters in case of CMPort encountering losses, needing to bear expenses and liabilities, undergoing claim for compensation or needing to file a lawsuit due to any actual or potential illegal and unenforceable issues incurred by land use agreement and relevant documents signed and to be signed by it. | 20 March 2001; 18 June 2003; 29 September 2004 | Effective continuously | Ongoing |
| China Nanshan Development (Group) Inc. | Other commitment | In order to properly solve the issue regarding the ownership of the land of 270,692 square meters transferred to CMPort by CND Group as a contribution, CND Group hereby irrevocably undertakes as follows: 1. CND Group affirms the historical fact that it contributed to the restructuring and listing of Chiwan Wharf with the right to use 270,692 square meters of land in 1993. Besides, it affirms that the 270,692 square meters of land has been transferred to CMPort (formerly known as Chiwan Wharf) and the right to use the land is owned by CMPort. 2. CND Group will continue keeping the original undertaking and ensure that the signing of the relevant agreement will not damage CMPort's rights and interests of 148,119 square meters of land transferred in 1993 to CMPort (formerly, Chiwan Wharf) as a contribution. 3. CND Group will continue giving full play to its advantages to fully support land-related authorities in Shenzhen City to secure CMPort's right to use the 270,692 square meters of land. Moreover, CND Group will continue to actively assist CMPort in going through the corresponding procedures for the change of ownership of property rights and perfect legal procedures related to the right to use the land (e.g., defining the boundary line of land, land surveying, and claiming for the certificate of land). In addition, CND Group undertakes to cover all costs incurred accordingly (including the land premium). 4. All consequent losses to CMPort shall be borne by CND Group, should the latter break the above undertaking. Furthermore, CND Group will shoulder all liabilities for damage, if the asset integrity of the listed company, CMPort, is damaged. | 2 July 2020 | Effective continuously | Ongoing | |
| Commitments made in time of IPO or refinancing | CMG | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised in this non-public offering is RMB10,917,111,500. In order to ensure that the compensation measures for the dilution of immediate returns in this non-public offering can be effectively implemented, in accordance with the Opinions of the General Office of the State Council on Further Strengthening the Work of Protection of the Legitimate Rights and Interests of Minority Investors in the Capital Markets (G.B.F. [2013 No. 110), the Guiding Opinions on Matters concerning the Dilution of Immediate Return in Initial Public Offering, Refinancing and Material Asset Restructuring (Announcement of the China Securities Regulatory Commission [2015] No. 31) and other laws, regulations and normative documents, as the controlling shareholder and actual controller of the issuer of the non-public offering, I hereby make a commitment as follows concerning the dilution of immediate returns and compensation measures in connection with the non-public offering: | 13 July 2021 | Effective continuously | Ongoing |
1. I will not interfere in the operation and management activities
of the Company beyond its authority and will not encroach on itsinterests.
2. From the date of issuance of this commitment to thecompletion of the non-public offering of the Company, if theregulatory authority has other requirements on the measures tocompensate the returns and the relevant provisions of thecommitment, and the commitment cannot meet the relevantrequirements of the regulatory authority, I will make asupplementary commitment in accordance with relevantregulations.
| 1. I will not interfere in the operation and management activities of the Company beyond its authority and will not encroach on its interests. 2. From the date of issuance of this commitment to the completion of the non-public offering of the Company, if the regulatory authority has other requirements on the measures to compensate the returns and the relevant provisions of the commitment, and the commitment cannot meet the relevant requirements of the regulatory authority, I will make a supplementary commitment in accordance with relevant regulations. | |||||
| CMG | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised by this non-public offering is RMB10,917,111,500, which will be subscribed by Seaport Group in a lump sum in cash. As the actual controller of CMPort, the company hereby make a commitment as follows: In connection with this non-public offering, the company does not provide financial assistance, compensation, promise of benefits or other similar arrangements to Seaport Group, directly or through its stakeholders. | 16 November 2021 | Effective continuously | Ongoing |
| Broadford Global | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised in this non-public offering is RMB10,917,111,500. In order to ensure that the compensation measures for the dilution of immediate returns in this non-public offering can be effectively implemented, in accordance with the Opinions of the General Office of the State Council on Further Strengthening the Work of Protection of the Legitimate Rights and Interests of Minority Investors in the Capital Markets (G.B.F. [2013 No. 110), the Guiding Opinions on Matters concerning the Dilution of Immediate Return in Initial Public Offering, Refinancing and Material Asset Restructuring (Announcement of the China Securities Regulatory Commission [2015] No. 31) and other laws, regulations and normative documents, as the controlling shareholder and actual controller of the issuer of the non-public offering, I hereby make a commitment as follows concerning the dilution of immediate returns and compensation measures in connection with the non-public offering: 1. I will not interfere in the operation and management activities of the Company beyond its authority and will not encroach on its interests. 2. From the date of issuance of this commitment to the completion of the non-public offering of the Company, if the regulatory authority has other requirements on the measures to compensate the returns and the relevant provisions of the commitment, and the commitment cannot meet the relevant requirements of the regulatory authority, I will make a supplementary commitment in accordance with relevant regulations. | 13 July 2021 | Effective continuously | Ongoing |
| Broadford Global | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised by this non-public offering is RMB10,917,111,500, which will be subscribed by Seaport Group in a lump sum in cash. As the controlling shareholder of CMPort, the company hereby make a commitment as follows: In connection with this non-public offering, the company does not provide financial assistance, compensation, promise of benefits or other similar arrangements to Seaport Group, directly or through its stakeholders. | 16 November 2021 | Effective continuously | Ongoing |
| Directors and senior management of CMPort | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised in this non-public offering is RMB10,917,111,500. In order to ensure that the compensation measures for the dilution of immediate returns in this non-public offering can be effectively implemented, in accordance with the Opinions of the General Office of the State Council on Further Strengthening the Work of | 13 July 2021 | Effective continuously | Ongoing |
Protection of the Legitimate Rights and Interests of MinorityInvestors in the Capital Markets (G.B.F. [2013 No. 110), theGuiding Opinions on Matters concerning the Dilution ofImmediate Return in Initial Public Offering, Refinancing andMaterial Asset Restructuring (Announcement of the ChinaSecurities Regulatory Commission [2015] No. 31) and otherlaws, regulations and normative documents, as a director andsenior management member of the issuer of the non-publicoffering, I hereby make a commitment as follows concerning thedilution of immediate returns and compensation measures inconnection with the non-public offering:
1. I will not transfer benefits to other units or individuals for free
or under unfair conditions, nor will I damage the interests of theCompany in other ways.
2. I will regulate my personal business consumption behavior.
3. I will not use the Company's assets to engage in investment
and consumption activities unrelated to the performance of myduties.
4. The salary system formulated by the board of directors or the
remuneration committee is linked to the implementation of theCompany's return compensation measures.
5. If the Company intends to implement equity incentives, the
exercise conditions of such equity incentive are linked to theimplementation of the Company's return compensationmeasures.
6. From the date of issuance of this commitment to thecompletion of the non-public offering of the Company, if theregulatory authority has other requirements on the measures tocompensate the returns and the relevant provisions of thecommitment, and the commitment cannot meet the relevantrequirements of the regulatory authority, I will makesupplementary commitments in accordance with relevantregulations.
| Protection of the Legitimate Rights and Interests of Minority Investors in the Capital Markets (G.B.F. [2013 No. 110), the Guiding Opinions on Matters concerning the Dilution of Immediate Return in Initial Public Offering, Refinancing and Material Asset Restructuring (Announcement of the China Securities Regulatory Commission [2015] No. 31) and other laws, regulations and normative documents, as a director and senior management member of the issuer of the non-public offering, I hereby make a commitment as follows concerning the dilution of immediate returns and compensation measures in connection with the non-public offering: 1. I will not transfer benefits to other units or individuals for free or under unfair conditions, nor will I damage the interests of the Company in other ways. 2. I will regulate my personal business consumption behavior. 3. I will not use the Company's assets to engage in investment and consumption activities unrelated to the performance of my duties. 4. The salary system formulated by the board of directors or the remuneration committee is linked to the implementation of the Company's return compensation measures. 5. If the Company intends to implement equity incentives, the exercise conditions of such equity incentive are linked to the implementation of the Company's return compensation measures. 6. From the date of issuance of this commitment to the completion of the non-public offering of the Company, if the regulatory authority has other requirements on the measures to compensate the returns and the relevant provisions of the commitment, and the commitment cannot meet the relevant requirements of the regulatory authority, I will make supplementary commitments in accordance with relevant regulations. | |||||
| CMPort | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, the fund raised in this non-public offering is RMB10,917,111,500. In order to further ensure the use of the funds raised in this non-public offering, the Company makes statements as follows: 1. The Company intends to use the proceeds of this non-public share offering to supplement working capital and repay debts, and it does not involve real estate development projects. 2. The fund raised by the Company in this non-public offering shall not be used for real estate development or in a disguised form. | 29 September 2021 | Effective continuously | Ongoing |
| CMPort | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised by this non-public offering is RMB10,917,111,500, which will be subscribed by Seaport Group in a lump sum in cash. The Company hereby makes commitments as follows: In connection with this non-public offering, the Company does not make a commitment on guarantee income or disguised guarantee income to Seaport Group, nor does it provide financial assistance, compensation, promise of benefits or other similar arrangements to Seaport Group, directly or through its stakeholders. | 29 September 2021 | Effective continuously | Ongoing |
| CMPort | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised by this non-public offering is RMB10,917,111,500. The Company hereby makes the following commitments regarding the Qualification Certificate of Real Estate Development Enterprise of the People's Republic of China (Number: SH.F.K.Z. (2017) No. 879) obtained by Shenzhen Jinyu Rongtai Investment Development Co., Ltd (hereinafter referred to as "Jinyu Rongtai"), a wholly-owned subsidiary of the Company: The Company will actively coordinate Jinyu Rongtai to handle the cancellation of the aforesaid real estate development qualification certificate. Within 30 days after approval of | 19 November 2021 | Effective continuously | Ongoing |
relevant laws and regulations, regulatory regulations andcompetent housing authorities, Jinyu Rongtai will apply to thecompetent housing department for the cancellation of real estatedevelopment qualification registration. Before the cancellationor expiration of the qualification, the Company and JinyuRongtai will not use the qualification to engage in real estatedevelopment and operation and other related businesses. Afterqualification cancellation or invalidity, qualification renewal ornew real estate development qualification will not be handled.
| relevant laws and regulations, regulatory regulations and competent housing authorities, Jinyu Rongtai will apply to the competent housing department for the cancellation of real estate development qualification registration. Before the cancellation or expiration of the qualification, the Company and Jinyu Rongtai will not use the qualification to engage in real estate development and operation and other related businesses. After qualification cancellation or invalidity, qualification renewal or new real estate development qualification will not be handled. | ||||||
| CMPort | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised by this non-public offering is RMB10,917,111,500, which will be subscribed by Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. in a lump sum in cash. The Company makes commitments in connection with the fund raised in this non-public offering as follows: The proceeds from this non-public offering of shares will not flow into China Nanshan Development (Group) Co., Ltd. through any direct or indirect means. | 16 December 2021 | Effective continuously | Ongoing | |
| CMPort | Commitments when refinancing | CMPort issued 576,709,537 RMB ordinary shares (A shares) to specific targets in a non-public manner, and the fund raised by this non-public offering is RMB10,917,111,500, which will be subscribed by Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. in a lump sum in cash. The Company hereby makes commitments as follows: Prior to the completion of the use of the fund raised in this non-public offering or within 36 months after the fund is raised, no additional investment (including capital increase, loan, guarantee and capital investment in other forms) shall be made in industrial funds and M&A funds that do not conform to the Company's upstream and downstream industrial chain or the Company's main business and strategic development direction. | 7 January 2022 | Effective continuously | Ongoing | |
| Other commitment | CMPort | Commitments when subscribing shares of Ningbo Port | Ningbo Port issued A shares to CMPort in a non-public manner. As the subscription target of Ningbo Port's 2021 non-public offering of A-shares, CMPort irrevocably makes the following statements and commitments: Ningbo Port's 2021 non-public offering of A-shares is Ningbo Port's non-public offering of A-shares to CMPort. After the completion of Ningbo Port's non-public offering of A-shares to CMPort, the business relationship and management relationship between Ningbo Zhoushan Port Group, Seaport Group and the subordinate enterprises controlled by them and Ningbo Port will not change substantially, and it will not lead to new or potential competition in the same industry between Ningbo Port and Ningbo Zhoushan Port Group, Seaport Group and the subordinate enterprises controlled by them. Assuming that 3,646,971,029 shares are issued (i.e., 23.07% of the total share capital prior to issuance), after the completion of Ningbo Port's non-public offering of A-shares to CMPort, CMPort holds 20.98% shares of Ningbo Port and 2.10% shares of Ningbo Port through China Merchants Ningbo. Thus, CMPort holds 23.08% shares of Ningbo Port in total. It will not lead to changes in the controlling shareholder and actual controller of Ningbo Port, so it will not lead to new or potential competition between Ningbo Port and CMPort and its controlling shareholder and actual controller. CMPort warrants that it has the right to enter into this Letter of Statements and Commitments, and once this Letter of Statements and Commitments is entered into by CMPort, it will constitute an effective, legal and binding responsibility upon the CMPort, and this Letter of Statements and Commitments will remain valid and irrevocable during the period when CMPort is as a shareholder of Ningbo Port. CMPort warrants that it will strictly fulfil all commitments in this Letter of Statements and Commitments. In case of any loss caused to Ningbo Port due to its violation of this Letter of Statements and Commitments, CMPort will bear relevant legal responsibilities. | 13 July 2021 | Effective continuously | Ongoing |
CMPort
| CMPort | Commitments when subscribing shares of Ningbo Port | CMPort fully subscribed the shares issued through non-public offering by Ningbo Port with cash. It is expected that after the issuance, CMPort and its subsidiary China Merchants Ningbo will hold about 23.08% of shares of Ningbo Port in total. CMPort and Ningbo Port continue to be independent from each other in assets, personnel, finance, organization and business. The A-shares issued by Ningbo Port to CMPort through non-public offering will not affect the independent operation ability of Ningbo Port. The statements on the independent operation of Ningbo Port after the completion of its non-public offering of A-shares to CMPort are as follows: i. Independent assets After the non-public offering of A-shares by Ningbo Port to CMPort, Ningbo Port still has complete and independent ownership of all its assets, which are strictly separated from the assets of CMPort and completely operated independently. There is no mixed operation, unclear assets, or fund or assets occupied by CMPort. ii. Independent personnel After the non-public offering of A-shares by Ningbo Port to CMPort, Ningbo Port will continue to have an independent and complete labor and personnel management system, which is completely independent from CMPort. The selection of directors, supervisors, managers and other senior management personnel recommended by CMPort to Ningbo Port shall be carried out through legal procedures. CMPort shall not interfere with the personnel appointment and removal decisions made by the board of directors and the general meeting of Ningbo Port. iii. Independent finance After the non-public offering of A-shares by Ningbo Port to CMPort, Ningbo Port will continue to maintain an independent financial accounting department, operate an independent accounting system and independent a financial management system. It will keep its independent bank account and will not share the bank account with CMPort. It will pay taxes independently and make independent financial decisions, and CMPort will not interfere in the use of funds of Ningbo Port. CMPort will not interfere with the use of funds of Ningbo Port in any illegal or rule-violating way, and Ningbo Port will not provide guarantee for other enterprises controlled by CMPort. No Ningbo Port's financial employee will work part-time in CMPort. iv. Independent organizations Ningbo Port will continue to maintain a sound corporate governance structure of joint-stock company. It has an independent and complete organizational structure. Its general meeting, board of directors, independent directors, board of supervisors and senior management exercise their functions and powers independently in accordance with laws, regulations and articles of association. It is in no subordinate or controlling relationship with the functional departments of other enterprises controlled by CMPort. v. Independent business Ningbo Port has an independent management system, assets, personnel, venues and brands to carry out business independently, and the ability to operate independently and continuously in the market. CMPort will not intervene in Ningbo Port's business activities other than the exercise of its rights as a shareholder. | 13 July 2021 | Effective continuously | Ongoing |
| CMPort | Commitments when subscribing shares of Ningbo Port | Ningbo Port issued A-shares to CMPort in a non-public manner. As the subscription target of Ningbo Port's 2021 non-public offering of A-shares, CMPort makes the following commitments: The fund used by CMPort to subscribe for the 2021 non-public offering of A-shares by Ningbo Port in accordance with the Share Subscription Agreement between Ningbo Zhoushan Port Company Limited and China Merchants Port Group Co., Ltd. is | 13 July 2021 | Effective continuously | Ongoing |
self-owned fund or self-raised fund. There is no external fundraising, proxy holding, structural arrangement or direct orindirect use of funds of Ningbo Zhoushan Port Company Limitedand its related parties for this subscription. There is no financialsupport, compensation, promise of income or other arrangementsby Ningbo Zhoushan Port Company Limited or its controllingshareholder or actual controller to CMPort directly or through itsstakeholders.
| self-owned fund or self-raised fund. There is no external fund raising, proxy holding, structural arrangement or direct or indirect use of funds of Ningbo Zhoushan Port Company Limited and its related parties for this subscription. There is no financial support, compensation, promise of income or other arrangements by Ningbo Zhoushan Port Company Limited or its controlling shareholder or actual controller to CMPort directly or through its stakeholders. | ||||||
| CMPort | Commitments when subscribing shares of Ningbo Port | CMPort fully subscribed the shares issued through non-public offering by Ningbo Port with cash. It is expected that after the issuance, CMPort and its subsidiary China Merchants Ningbo will hold about 23.08% of shares of Ningbo Port in total. CMPort's statements on non-transfer within 36 months after completion of subscription are as follows: The shares non-publicly offered by Ningbo Port that CMPort subscribes shall not be transferred within 36 months from the date of the end of the non-public offering of A-shares by Ningbo Port to CMPort. The shares derived from the company's distribution of stock dividends and the conversion of capital reserve fund into equity regarding the shares subscribed for by CMPort through this non-public offering shall also comply with the above lock-in arrangement. | 13 July 2021 | Effective continuously | Ongoing | |
| CMPort | Commitments when subscribing shares of Ningbo Port | CMPort makes the following commitments regarding the reduction of shares involved in the 2021 non-public offering of A-shares by Ningbo Port: 1. CMPort, its persons acting in concert and related parties controlled by CMPort have not reduced their holdings of shares of Ningbo Port from the six months prior to benchmark pricing date of Ningbo Port's 2021 non-public offering of A-shares to the date of issuance of this Letter of Commitment. 2. CMPort, its persons acting in concert and related parties controlled by CMPort will not have the plan to reduce their holdings of shares of Ningbo Port from the date of issuance of this Letter of Commitment to the six months after the completion of Ningbo Port's 2021 non-public offering of A-shares. 3. CMPort, its persons acting in concert and related parties controlled by CMPort will not violate Article 44 of the Securities Law of the People's Republic of China. 4. In case of any violation of the above commitments, the income from the reduction in holdings of shares of Ningbo Port obtained by CMPort, its persons acting in concert and related parties controlled by CMPort will all be owned by Ningbo Port, and they bear the legal liabilities arising therefrom according to law. | 18 November 2021 | Effective continuously | Ongoing | |
| CMPort | Commitments when subscribing shares of Ningbo Port | Ningbo Port intends to offer 3,646,971,029 RMB-denominated ordinary shares (A shares) to CMPort in a non-public manner, and the Company intends to participate in the subscription as a strategic investor and undertakes as follows: In addition to becoming a strategic investor of Ningbo Port via subscribing for the shares offered in a non-public manner this time, the Company does not subscribe for the shares offered in a non-public manner by any listed company in the same industry as Ningbo Port as a strategic investor and will not do so within 36 months upon obtaining the shares offered by Ningbo Port in a non-public manner this time. | 28 July 2022 | Effective continuously | Ongoing | |
| Whether fulfilled on time | Yes | |||||
| Specific reasons for failing to fulfil commitments on time and plans for next step | N/A | |||||
(if any)
2. Where there Had Been an Earnings Forecast for an Asset or Project and the ReportingPeriod Was still within the Forecast Period, Explain why the Forecast Has Been Reached forthe Reporting Period.? Applicable √ Not applicableII Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Partiesfor Non-Operating Purposes? Applicable √ Not applicableDuring the Reporting Period, the controlling shareholder or its related parties did not occupy capitalor repay for non-operating purposes. Deloitte Touche Tohmatsu Certified Public Accountants LLPissued the Special Report on Occupation of the Company’s Capital by the Controlling Shareholder,the Actual controller and Other Related Parties, and please refer to www.cninfo.com.cn for details.III Irregularities in the Provision of Guarantees
□ Applicable √ Not applicable
No such cases in the Reporting Period.IV Explanations Given by the Board of Directors Regarding the Independent Auditor’s“Modified Opinion” on the Financial Statements of the Latest Period
□ Applicable √ Not applicable
V Explanations Given by the Board of Directors, the Supervisory Committee and IndependentDirectors (if any) Regarding the Independent Auditor’s “Modified Opinion” on the FinancialStatements of the Reporting Period
□ Applicable √ Not applicable
VI YoY Changes to Accounting Policies, Estimates or Correction of Material AccountingErrors
□ Applicable √ Not applicable
No such cases in the Reporting Period.VII YoY Changes to the Scope of the Consolidated Financial Statements
In February 2022, CMPort established Port Development (Hongkong) Company Limited, a wholly-owned subsidiary. In March 2022, CMPort invested all of its shares in CMPort Holdings(1,627,635,473 shares, accounting for 42.995% of its total share capital) as the contribution.Guangdong Shunkong Lingang Development and Construction Co., Ltd. (hereinafter referred to as“Lingang Company”), incorporated in July 2020, is a wholly-owned subsidiary of GuangdongShunkong Urban Investment and Real Estate Co., Ltd. (hereinafter referred to as the “UrbanInvestment Company”) with a registered capital of RMB30 million. Urban Investment Companytransferred 51% of the shares in Lingang Company via the publicly listed capital injection transactionon 30 March 2022 at Guangdong United Assets and Equity Exchange (Zhuhai Branch) and retained49% of the shares. CMPort bought shares through capital injection and contributed RMB50 millionin total. The capital injection was completed in August, and the capital reached RMB31.22 million.CMPort holds 51% of the shares in Lingang Company after the capital injection is completed.Lingang Company completed the procedures for changing the registered business information andgeneral meeting-related matters in the Articles of Association in November. It was incorporated byCMPort into the consolidated financial statements in November 2022.VIII Engagement and Disengagement of Independent AuditorCurrent independent auditor
Name of the domestic independent auditor
| Name of the domestic independent auditor | Deloitte Touche Tohmatsu Certified Public Accountants LLP |
| The Company’s payment to the domestic independent auditor (RMB’0,000) | 724.56 |
| How many consecutive years the domestic independent auditor has provided audit service for the Company | 11 |
| Names of the certified public accountants from the domestic independent auditor writing signatures on the auditor’s report | Li Weihua, Wang Hongmei |
| How many consecutive years the certified public accountants have provided audit service for the Company | 1 |
| Name of the overseas independent auditor (if any) | Deloitte Touche Tohmatsu |
| The Company’s payment to the overseas independent auditor (RMB’0,000) (if any) | 358.72 |
| How many consecutive years the overseas | 11 |
independent auditor has provided audit service forthe Company (if any)
| independent auditor has provided audit service for the Company (if any) | |
| Names of the certified public accountants from the overseas independent auditor writing signatures on the auditor’s report (if any) | Hu Jinghua |
| How many consecutive years the certified public accountants have provided audit service for the Company (if any) | 2 |
Indicate by tick mark whether the independent auditor was changed for the Reporting Period.? Yes √ NoIndependent auditor, financial advisor or sponsor engaged for the audit of internal controls:
Approved by the 5th Meeting of the 10th Board of Directors in 2022 and 2021 Annual GeneralMeeting of the Company, the Company was allowed to continuously engage Deloitte ToucheTohmatsu Certified Public Accountants LLP as the 2022 independent auditor for the audit of annualfinancial statements and internal control in the 2022. The audit price for 2022 annual financialstatements was RMB10,372,800 and the price for internal control was RMB460,000. The totalexpense on aforesaid two audit work was RMB10,832,800.IX Possibility of Delisting after Disclosure of this Report? Applicable √ Not applicableX Insolvency and Reorganization? Applicable √ Not applicableNo such cases in the Reporting Period.XI Major Legal Matters? Applicable √ Not applicableNo such cases in the Reporting Period.Other legal matters
| Basic situation of lawsuit (arbitration) | Lawsuit amount (RMB ‘0,000) | Whether form into estimated liabilities | Process of lawsuit (arbitration) | Trial results and influences of lawsuit (arbitration) | Situation of execution of judgment of lawsuit (arbitration) | Disclosure date | Disclosure index |
| Summary of Brazil TCP Case (note) | 2,7943.85 | Partly | In progress | Relatively low risk | - | - | - |
| Summary of other matters not meeting the disclosure standards for major lawsuits (arbitrations) | 107,869.37 | Partly | In progress | Relatively low risk | - | - | - |
Note: This represents the significant contingent liabilities arising from the litigations between TCP and itssubsidiaries and local tax authority, employee or former employee of TCP and its subsidiaries in Brazil at as theyear end. According to the latest estimates of the Company’s management, the possible compensation is
RMB279,438,527.06 but it is not likely to cause outflow of economic benefits from the Company. Therefore, thecontingent liabilities arising from the above pending litigations are not recognized as provisions. The counter-bonification where the Company as the beneficiary will be executed by the former TCP shareholder that disposedthe shares. According to the counter-bonification agreement, the former TCP shareholder need to make counter-bonification to the Company in respect of the above contingent liabilities, with the compensation amount notexceeding pre-determined amount and specified period.XII Punishments and Rectifications? Applicable √ Not applicableNo such cases in the Reporting Period.XIII Credit Quality of the Company as well as Its Controlling Shareholder and ActualController? Applicable √ Not applicableXIV Major Related-Party Transactions
1. Continuing Related-Party Transactions
Related
party
| Related party | Relationship with the Company | Type of transaction | Specific transaction | Pricing principle | Transaction price (RMB’0,000) | Total value (RMB’0,000) | As % of the total value of all the same-type transactions | Approved transaction line (RMB’0,000) | Over the approved line or not | Way of settlement | Obtainable market price for same-type transactions (RMB’0,000) | Disclosure date | Index to disclosed information |
| Liaoning Port Group Co., Ltd. and its subsidiaries | Under the control of ultimate shareholder | Render service and lease to related party, receive service and lease from related party | Lease, labor cost, information service income, etc. | Market price | 23,706.28 | 23,706.28 | 24.43% | 25,110.39 | No | Settled monthly | 23,706.28 | 31 March 2022 | www.cninfo.com.cn (Announcement No. 2022-027) |
| Sinotrans Limited and its subsidia | Under the control | Render service and | Labor cost, demurrage, lease, | Market price | 18,484.87 | 18,484.87 | 19.05% | 27,245.14 | No | Settled monthly | 18,484.87 | 31 March 2022 | www.cninfo.com.cn (Announce |
ries
| ries | of ultimate shareholder | lease to related party, receive service from related party | etc. | ment No. 2022-027) | |||||||||
| Antong Holdings Co., Ltd. and its subsidiaries | Affiliated legal person | Render service to related party, receive service and lease from related party | Labor cost, freight forwarding agent, Port service charge | Market price | 12,430.84 | 12,430.84 | 12.81% | 15,230.43 | No | Settled monthly | 12,430.84 | 31 March 2022 | www.cninfo.com.cn (Announcement No. 2022-027) |
| China Nanshan Development (Group) Co., Ltd. and its subsidiaries | Affiliated legal person | Render service and lease to related party, receive service and lease from related party | Labor cost, lease expense of land and houses | Market price | 15,631.52 | 15,631.52 | 16.11% | 13,423.66 | No | Settled monthly | 15,631.52 | 31 March 2022 | www.cninfo.com.cn (Announcement No. 2022-027) |
| Total | -- | -- | 70,253.51 | -- | 81,009.62 | -- | -- | -- | -- | -- | |||
| Large-amount sales return in detail | None | ||||||||||||
| Give the actual situation in the Reporting Period (if any) where an estimate had been made for the total value of continuing related-party transactions by type to occur in the Reporting Period | The Proposal on Recognition of 2021 Daily Related-party Transaction and the Forecast of 2022 Daily Related-party Transaction was reviewed and approved on the 2021 Annual General Meeting on 21 April 2022, which allowed the Company and subsidiaries to conduct daily business transaction including office leasing, providing or receiving labor services. The amount of daily related-party transactions in 2022 is estimated to be RMB1.02 billion. The significant difference between the actual occurrence and the forecast of the Company's daily connected transactions in 2022 is due to the actual market demand and business development needs of the Company. It belongs to the normal operation adjustment of the Company and has not had a great impact on the daily operation and performance of the Company. The transaction price is determined in accordance with market principles, and the pricing is fair, fair and just, without harming | ||||||||||||
the interests of the Company and minority shareholders.
| the interests of the Company and minority shareholders. | |
| Reason for any significant difference between the transaction price and the market reference price (if applicable) | N/A |
2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests? Applicable √ Not applicable
3. Related Transactions Regarding Joint Investments in Third Parties? Applicable √ Not applicable
4. Credits and Liabilities with Related Parties
Whether there are credits and liabilities with non-operating related parties
√ Yes ? No
Credits receivable with related parties
| Related party | Related relationship | Forming reason | Whether there is occupation on non-operating capital or not | Beginning balance (RMB’0,000) | Increased in the Reporting Period (RMB’0,000) | Recovered in the Reporting Period (RMB’0,000) | Interest rate | Interest in the Reporting Period (RMB’0,000) | Ending balance (RMB’0,000) |
| China Merchants Bank | The ultimate controlling shareholder has major influence on it | Bank deposits/Structured deposit | No | 346,432.58 | 9,015,082.74 | 8,932,711.90 | 1.65%- 3.43% | 10,542.70 | 428,803.42 |
| Effects of credits with related parties on the Company’s operating results and financial conditions | The above credits receivable with related parties were mainly deposits in financial institutions which has no major influence on the Company’s operating results and financial conditions. | ||||||||
Liabilities payable with related parties:
| Related party | Related relationship | Forming reason | Beginning balance (RMB’0,000) | Increased in the Reporting Period (RMB’0,000) | Recovered in the Reporting Period (RMB’0,000) | Interest rate | Interest in the Reporting Period (RMB’0,000) | Ending balance (RMB’0,000) |
| China Merchants Bank | The ultimate controlling shareholder has major influence on | Borrowing | 20,022.73 | 15,515.54 | 400.45 | 3.41% | 897.04 | 35,137.82 |
it
| it | ||
| Effects of liabilities with related parties on the Company’s operating results and financial conditions | The above liabilities payable with related parties were mainly financial institution loans which had no major influence on the Company’s operating results and financial conditions. | |
5. Transactions with Related Finance Companies
Deposit business
| Related party | Related relationship | Daily maximum limits (RMB’0,000) | Interest rate range | Beginning balance (RMB’0,000) | Actual amount | Ending balance (RMB’0,000) | |
| Total deposited amount (RMB’0,000) | Total withdrawn amount (RMB’0,000) | ||||||
| China Merchants Group Finance Co., Ltd. | Other company under the same control of controlling shareholder | 500,000.00 | 1.495%-2.1% | 217,830.37 | 1,418,638.41 | 1,452,298.92 | 184,169.86 |
Loan business
| Related party | Related relationship | Loan limit (RMB’0,000) | Interest rate range | Beginning balance (RMB’0,000) | Actual amount | Ending balance (RMB’0,000) | |
| Total loan amount (RMB’0,000) | Total repaid amount (RMB’0,000) | ||||||
| China Merchants Group Finance Co., Ltd. | Other company under the same control of controlling shareholder | 1,000,000.00 | 1.2%-5.5125% | 397,422.90 | 64,666.53 | 364,105.53 | 97,983.90 |
Credit or other finance business
| Related party | Related relationship | Type of business | Total amount (RMB’0,000) | Actual amount (RMB’0,000) |
| China Merchants Group Finance Co., Ltd. | Other company under the same control of controlling shareholder | Credit | 1,000,000.00 | 97,983.90 |
6. Transactions with Related Parties by Finance Company Controlled by the Company? Applicable √ Not applicable
7. Other Major Related-Party Transactions
(1) The Company held the 5th meeting of the 10th Board of Directors on 29 March 2022, andreviewed and approved the Proposal on the Related-Party Transactions Regarding Making Depositsin and Obtaining Loans from China Merchants Bank in 2022, which was submitted to the 2021
Annual General Meeting of the Company for deliberation. The Company held the 2021 AnnualGeneral Meeting on 21 April 2022, and deliberated and approved the Proposal on the Related-PartyTransactions Regarding Making Deposits in and Obtaining Loans from China Merchants Bank in2022, agreeing the Company and its subsidiaries to open bank accounts with China Merchants Bank.In 2022, the maximum deposit balance of the Company and its subsidiaries with China MerchantsBank shall not exceed RMB15 billion, and the maximum credit balance shall not exceed RMB20billion. It approved of the Company and its subsidiaries using the temporarily idle self-owned fundsto buy structural deposits and low-risk wealth management products from China Merchants Bankwithin the upper limit on the deposit balance. For details, please refer to the Announcement on theRelated-Party Transactions Regarding Making Deposits in and Obtaining Loans from ChinaMerchants Bank in 2022 (Announcement No. 2022-028) disclosed by the Company on 31 March2022, the Announcement on the Resolution of the 2021 General Meeting of Shareholders(Announcement No. 2022-040) disclosed by the Company on 22 April 2022 and other relevantannouncements.
(2) The Company held the 5th Meeting of the 10th Board of Directors on 29 March 2022, reviewingand approving the Proposal on Renewing the Financial Service Agreement and Related PartyTransactions with China Merchants Group Finance Co., Ltd. which was submitted to the 2021 AnnualGeneral Meeting of the Company for deliberation. The Company held the 2021 Annual GeneralMeeting on 21 April 2022, reviewing and approving the Proposal on Renewing the Financial ServiceAgreement and Related Party Transactions with China Merchants Group Finance Co., Ltd. andagreeing with the renewal of the Financial Service Agreement, with a term of three years, with ChinaMerchants Group Finance Co., Ltd. ("CMG Finance"). For details, please refer to the Announcementon the Renewing the Financial Service Agreement and Related Party Transactions with ChinaMerchants Group Finance Co., Ltd. (Announcement No. 2022-030) disclosed by the Company on 31March 2022, the Announcement on the Resolution of the 2021 General Meeting of Shareholders(Announcement No. 2022-040) disclosed by the Company on 22 April 2022 and other relevantannouncements.
(3) The Company held the 6th Meeting of the 10th Board of Directors on 29 August 2022, at whichthe Proposal on the Confirmation of the Land Occupancy Right to the Chiwan Port Area and Related-Party Transactions was reviewed and approved. For details, please refer to the Announcement on theConfirmation of the Land Occupancy Right to the Chiwan Port Area and Related-Party Transactions(Announcement No.: 2022-069) disclosed by the Company on 31 August 2022.
(4) The Company held the 9th Extraordinary Meeting of the 10th Board of Directors in 2022 on 29November 2022, at which, the Proposal on the Extension of Financial Assistance Provided byMajority-owned Subsidiaries and Related-Party Transactions was reviewed and approved. For details,please refer to the Announcement on the Extension of Financial Assistance Provided by Majority-owned Subsidiaries and Related-Party Transactions (Announcement No.: 2022-091) disclosed by theCompany on 30 November 2022.
(5) The Company held the 10th Extraordinary Meeting of the 10th Board of Directors in 2022 on 8December 2022, at which, the Proposal on the Acceptance of the Shares of Antong Holdings Co., Ltd.and Related-Party Transactions was reviewed and approved. For details, please refer to the
Announcement on the Acceptance of the Shares of Antong Holdings Co., Ltd. and Related-PartyTransactions (Announcement No.: 2022-095) disclosed by the Company on 9 December 2022.Information on the disclosure website for current announcements on significant related-partytransactions:
Name of provisional reports
| Name of provisional reports | Disclosure date | Website |
| Announcement on the Related-Party Transactions Regarding Making Deposits in and Obtaining Loans from China Merchants Bank in 2022 | 31 March 2022 | www.cninfo.com.cn |
| Announcement on the Renewing the Financial Service Agreement and Related Party Transactions with China Merchants Group Finance Co., Ltd. | 31 March 2022 | www.cninfo.com.cn |
| Announcement on the Confirmation of the Land Occupancy Right to the Chiwan Port Area and Related-Party Transactions | 31 August 2022 | www.cninfo.com.cn |
| Announcement on the Extension of Financial Assistance Provided by Majority-owned Subsidiaries and Related-Party Transactions | 30 November 2022 | www.cninfo.com.cn |
| Announcement on the Acceptance of the Shares of Antong Holdings Co., Ltd. and Related-Party Transactions | 9 December 2022 | www.cninfo.com.cn |
XV Major Contracts and Execution thereof
1. Entrustment, Contracting and Leases
(1) Entrustment
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Contracting
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(3) Leases
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Major guarantees
(1) Guarantees
Unit: RMB’0,000
Guarantee-receivingentity
| Guarantee-receiving entity | Disclosure date of the guarantee line announcement | Line of guarantee | Actual occurrence date | Actual guarantee amount | Type of guarantee | Collateral (if any) | Counter guarantee (if any) | Term of guarantee | Having expired or not | Guarantee for a related party or not |
| Terminal Link S.A.S. | N/A | 6,649.01 | 11 June 2013 | 6,649.01 | General guarantee | Not | Not | About 20 years | Not | Yes |
| Terminal Link S.A.S. | 31 March 2022 | 11,261.76 | ||||||||
| Kingston Freeport Terminal Limited | 31 March 2022 | 5,118.98 | ||||||||
| KHOR AMBADO FZCO | 30 March 2019 | 20,058.05 | 24 May 2019 | 12,018.24 | Joint-liability | Not | Not | About 13 years | Not | Yes |
| KHOR AMBADO FZCO | 31 March 2021 | 7,000.00 | ||||||||
| Total approved line for such guarantees in the Reporting Period (A1) | 16,380.74 | Total actual balance of such guarantees in the Reporting Period (A2) | - | |||||||
| Total approved line for such guarantees at the end of the Reporting Period (A3) | 43,087.80 | Total actual balance of such guarantees at the end of the Reporting Period (A4) | 18,667.25 | |||||||
| Guarantee between the Company to its subsidiaries | ||||||||||
| Guarantee-receiving entity | Disclosure date of the guarantee line announcement | Line of guarantee | Actual occurrence date | Actual guarantee amount | Type of guarantee | Collateral (if any) | Counter guarantee (if any) | Term of guarantee | Having expired or not | Guarantee for a related party or not |
| Chiwan Wharf Holdings (Hong Kong) Limited | 31 March 2021 | 150,000.00 | 26 Jul 2021 | 120,000.00 | Joint-liability | Not | Not | About 1 year | Yes | Not |
| Chiwan Wharf Holdings (Hong Kong) Limited | 31 March 2022 | 190,000.00 | - | - | - | Not | Not | - | Not | Not |
| Port Development (Hongkong) Company Limited | 31 March 2022 | 200,000.00 | - | - | - | Not | Not | - | Not | Not |
| Zhanjiang Port (Group) Co., LTD | 31 March 2021 | 200,000.00 | ||||||||
| Total approved line for such guarantees in the Reporting Period (B1) | 390,000.00 | Total actual amount of such guarantees in the Reporting Period (B2) | - | |||||||
Total approved line forsuch guarantees at theend of the ReportingPeriod (B3)
| Total approved line for such guarantees at the end of the Reporting Period (B3) | 540,000.00 | Total actual balance of such guarantees at the end of the Reporting Period (B4) | - | |||||||
| Guarantees provided between subsidiaries | ||||||||||
| Guarantee-receiving entity | Disclosure date of the guarantee line announcement | Line of guarantee | Actual occurrence date | Actual guarantee amount | Type of guarantee | Collateral (if any) | Counter guarantee (if any) | Term of guarantee | Having expired or not | Guarantee for a related party or not |
| China Merchants International Terminal (Qingdao) Co., LTD | 16 April 2020 | 50,000.00 | 1 January 2021 | 7,140.00 | Joint-liability | Not | Not | About 2 years | Not | Not |
| Shenzhen Jinyu Rongtai Investment development Co., LTD | N/A | 80,000.00 | 12 January 2017 | 56,000.00 | Joint-liability | Not | Not | About 10 years | Not | Not |
| China Merchants International (China) Investment Co., LTD | N/A | 2,500.00 | 30 June 2016 | 2,500.00 | Joint-liability | Not | Not | About 10 years | Not | Not |
| China Merchants Finance Company Limited | 4 May 2012 | 348,230.00 | 4 May 2012 | 348,230.00 | General guarantee | Not | Not | About 10 years | Yes | Not |
| China Merchants Finance Company Limited | 3 August 2015 | 348,230.00 | 3 August 2015 | 348,230.00 | General guarantee | Not | Not | About 10 years | Not | Not |
| CMHI Finance (BVI) Co., Ltd | 6 August 2018 | 626,814.00 | 6 August 2018 | 626,814.00 | General guarantee | Not | Not | About 5 years | Not | Not |
| CMHI Finance (BVI) Co., Ltd | 6 August 2018 | 417,876.00 | 6 August 2018 | 417,876.00 | General guarantee | Not | Not | About 10 years | Not | Not |
| CMHI Finance (BVI) Co., Ltd | 26 September 2020 | 557,168.00 | 9 October 2020 | 417,876.00 | General guarantee | Not | Not | About 3 years | Not | Not |
| 139,292.00 | General guarantee | Not | Not | About 5 years | Not | Not | ||||
| CMHI Finance (BVI) Co., Ltd | 31 March 2022 | 348,230.00 | 2 June 2022 | 348,230.00 | General guarantee | Not | Not | About 5 years | Not | Not |
COLOMBOINTERNATIONALCONTAINERTERMINALSLIMITED
| COLOMBO INTERNATIONAL CONTAINER TERMINALS LIMITED | N/A | 15,684.98 | 16 September 2012 | 15,684.98 | General guarantee | Not | Not | About 13 years | Not | Not |
| COLOMBO INTERNATIONAL CONTAINER TERMINALS LIMITED | N/A | 4,875.22 | - | - | - | - | - | - | - | - |
| COLOMBO INTERNATIONAL CONTAINER TERMINALS LIMITED | N/A | 17,411.50 | 16 September 2012 | 17,411.50 | General guarantee | Not | Not | Infinite | Not | Not |
| Lome Container Terminals Co., Ltd | N/A | 2,598.02 | 1 June 2015 | 467.64 | General guarantee | Not | Not | About 9 years | Not | Not |
| Lome Container Terminals Co., Ltd | N/A | 2,598.02 | 1 June 2015 | 467.64 | General guarantee | Not | Not | About 9 years | Not | Not |
| Lome Container Terminals Co., Ltd | N/A | 2,598.02 | 1 June 2015 | 467.64 | General guarantee | Not | Not | About 9 years | Not | Not |
| TCP - TERMINAL DE CONTElNERES DE PARANAGUA S/A. | N/A | 31,021.05 | 19 April 2018 | 12,408.42 | General guarantee | Not | Not | About 6 years | Not | Not |
| TCP - TERMINAL DE CONTElNERES DE PARANAGUA S/A. | N/A | 57,148.55 | 7 November 2016 | 57,148.55 | General guarantee | Not | Not | About 6 years | Yes | Not |
| Shenzhen Haixin Port | 30 March 2019 | 219,090.00 | 26 June 2019 | 21,690.84 | Joint-liability | Not | Not | About 18 years | Not | Not |
Development Co.,LTD
| Development Co., LTD | |||||||||||
| Zhanjiang Port (Group) Co., LTD | 31 March 2021 | 80,000.00 | 9 October 2021 | 26,600.00 | Joint-liability | Not | Not | About 3 years | Not | Not | |
| China Merchants International Terminal (Qingdao) Co., LTD | 31 March 2022 | 10,000.00 | Not | Not | |||||||
| China Merchants International Terminal (Qingdao) Co., LTD | 31 March 2021 | 60,000.00 | Not | Not | |||||||
| Hambantota International Port Group Co. Ltd. | 31 March 2021 | 100,000.00 | Not | Not | |||||||
| CMHI Finance (BVI) Co., Ltd | 31 March 2021 | 800,000.00 | Not | Not | |||||||
| TCP - TERMINAL DE CONTElNERES DE PARANAGUA S/A. | 31 March 2021 | 10,000.00 | Not | Not | |||||||
| Total approved line for such guarantees in the Reporting Period (C1) | 358,230.00 | Total actual amount of such guarantees in the Reporting Period (C2) | 348,230.00 | ||||||||
| Total approved line for such guarantees at the end of the Reporting Period (C3) | 2,816,694.79 | Total actual balance of such guarantees at the end of the Reporting Period (C4) | 2,459,156.66 | ||||||||
| Total guarantee amount (total of the three kinds of guarantees above) | |||||||||||
| Total guarantee line approved in the Reporting Period (A1+B1+C1) | 764,610.74 | Total actual guarantee amount in the Reporting Period (A2+B2+C2) | 348,230.00 | ||||||||
| Total approved guarantee line at the end of the Reporting Period (A3+B3+C3) | 3,399,782.59 | Total actual guarantee balance at the end of the Reporting Period (A4+B4+C4) | 2,477,823.91 | ||||||||
| Total actual guarantee amount (A4+B4+C4) as % of the Company’s net assets | 45.66% | ||||||||||
| Of which: | |||||||||||
| Balance of guarantees provided for shareholders, actual controller and their related parties (D) | 18,667.25 | ||||||||||
Balance of debt guarantees provided directly orindirectly for obligors with an over 70% debt/assetratio (E)
| Balance of debt guarantees provided directly or indirectly for obligors with an over 70% debt/asset ratio (E) | 2,346,935.50 |
| Amount by which the total guarantee amount exceeds 50% of the Company’s net assets (F) | - |
| Total of the three amounts above (D+E+F) | 2,365,602.75 |
| Joint responsibilities possibly borne in the Reporting Period for undue guarantees (if any) | None |
| Provision of external guarantees in breach of the prescribed procedures (if any) | None |
Particulars of guarantees adopting complex methods
□ Applicable √ Not applicable
3. Cash Entrusted to Other Entities for Management
(1) Cash Entrusted for Wealth Management
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Entrusted Loans
Overview of entrusted loans in the Reporting Period
Unit: RMB’0,000
| Amount | Capital resources | Undue balance | Overdue amount |
| 3,430.00 | Self-owned funds | 3,430.00 | 0 |
Particulars of entrusted loans with single significant amount or low security, bad liquidity, and nocapital preservation
□ Applicable √ Not applicable
Whether there is the case where the principal cannot be recovered at maturity or other case whichmay cause impairment for entrusted loans
□ Applicable √ Not applicable
4. Other Major Contracts
□ Applicable √ Not applicable
No such cases in the Reporting Period.XVI Other Significant Events(I) Private Placement of A-shares and Subscription of Shares in Ningbo PortOn 13 July 2021, the Proposal on the Plan for Private Placement of A-shares, the Proposal onSubscription by the Company as a Strategic Investor of Shares in a Private Placement of NingboZhoushan Port Company Limited & Related-party Transaction, and other relevant proposals wereapproved unanimously at the 6th Extraordinary Meeting of the Company’s 10th Board of Directors
in 2021, and the 3rd Extraordinary Meeting of the Company’s 10th Supervisory Committee in 2021,respectively. As such, the Company was agreed to introduce Zhejiang Provincial Seaport Investment& Operation Group Co. Ltd. (Seaport Group) as a strategic investor by carrying out a privateplacement of 577,000,000 A-shares (or 30% of the Company’s total share capital before the issue) toSeaport Group to raise RMB10.917 billion. Meanwhile, the Company was agreed to subscribe for incash, as a strategic investor, 3,646,971,029 A-shares in the 2021 private placement of NingboZhoushan Port Company Limited (Ningbo Port). For further information, see Announcement No.2021-053 on the Resolutions of the 6th Extraordinary Meeting of the 10th Board of Directors in 2021,Announcement No. 2021-054 on the Resolutions of the 3rd Extraordinary Meeting of the 10thSupervisory Committee in 2021, Announcement No. 2021-057 on Subscription by the Company asa Strategic Investor of Shares in a Private Placement of Ningbo Zhoushan Port Company Limited &Related-party Transaction, and other relevant announcements disclosed by the Company dated 14July 2021.On 26 August 2021, the Company disclosed that it had received the Reply on the Private Placementof A-shares of China Merchants Port Group Co., Ltd. (Guo Zi Chan Quan [2021] No. 457) issued bythe State-owned Assets Supervision and Administration Commission of the State Council, which inprinciple consented to the plan of the Company for a private placement of no more than 576,709,537A-shares to Zhejiang Provincial Seaport Investment & Operation Group Co. Ltd. (SS). For furtherinformation, see Announcement No. 2021-070 on Approval of Private Placement of A-shares bySASAC of the State Council disclosed by the Company dated 27 August 2021.On 27 September 2021, the proposals in relation to the private placement of A-shares were approvedat the 1st Extraordinary General Meeting of the Company in 2021. For further information, seeAnnouncement No. 2021-087 on Announcement on Resolutions of the 1st Extraordinary GeneralMeeting of 2021 disclosed by the Company dated 28 September 2021.On 15 October 2021, the Company received the Acceptance Form for Administrative LicenseApplication from the China Securities Regulatory Commission (Acceptance Number: 212745),which tells that the China Securities Regulatory Commission has examined the application materialssubmitted by the Company for Approval of Non-public Offering of Shares by Listed Company (A-Share Main Board of Shanghai Stock Exchange and Shenzhen Stock Exchange and B Shares) anddecided to accept the application for an administrative license.On 26 October 2021, the Company received the Announcement on Receiving the Notice of Feedbackon the Examination of Administrative License Project (No. 212745) issued by the China SecuritiesRegulatory Commission (hereinafter referred to as the "Feedback"), which tells that the ChinaSecurities Regulatory Commission has examined the application materials for an administrativelicense of Approval on Non-Public Offering of Shares (A-Share Main Board of Shanghai StockExchange and Shenzhen Stock Exchange and B Shares) by Listed Company of China Merchants PortGroup Co., Ltd. submitted by the Company, and required the Company to make written descriptionsand explanations on relevant issues, and submit a written reply to the administrative licenseacceptance department of the China Securities Regulatory Commission within 30 days.On 20 November 2021, the Company and relevant intermediaries carefully checked and implementedthe issues listed in the Feedback In accordance with the requirements of China Securities RegulatoryCommission, and formed the Reply to the Feedback on the Application Document for the 2021 Non-
Public Offering of A-Shares of China Merchants Port Group Co., Ltd. (hereinafter referred to as the"Reply to the Feedback") and disclosed it. For details, please refer to the Reply to the Feedback onthe Application Document for the 2021 Non-Public Offering of A-Shares of China Merchants PortGroup Co., Ltd. published on the same day. The Company has submitted the Reply to the Feedbackand other relevant materials to CSRC within two working days after its disclosure.On 5 July 2022, the Company received the Letter on Properly Preparing the Meeting of the PublicOffering Review Committee of the China Securities Regulatory Commission on the PrivatePlacement of China Merchants Port Group Co., Ltd. (hereinafter referred to as the "Letter") from theChina Securities Regulatory Commission (CSRC). The Company, together with relevantintermediaries, conscientiously verified and addressed the issues mentioned in the Letter, as requiredby the CSRC. Upon research, demonstration, and analysis, it replied to the issues listed. For details,see the Reply to the Letter on Properly Preparing the Meeting of the Public Offering ReviewCommittee of the China Securities Regulatory Commission on the Private Placement of ChinaMerchants Port Group Co., Ltd. and the Announcement on the Reply to the Letter on ProperlyPreparing the Meeting of the Public Offering Review Committee of the China Securities RegulatoryCommission on the Private Placement (Announcement No.: 2022-059) released by the Company on14 July 2022.The Public Offering Review Committee of the CSRC, on 25 July 2022, reviewed the application forthe private placement of A Shares submitted in 2021 by the Company. The application has beenapproved, according to the result of the review meeting. For details, see the Announcement on theApproval of the Public Offering Review Committee of the China Securities Regulatory Commissionfor the Application for the Private Placement of A Shares in 2021 (Announcement No.: 2022-061)disclosed by the Company on 26 July 2022.On 1 August 2022, the Company received the Reply of China Securities Regulatory Commission onthe Approval of the Private Placement of China Merchants Port Group Co., Ltd. (ZJXK [2022] No.1657) (hereinafter referred to as the “Reply”). For details, see the Announcement on the Approval ofthe China Securities Regulatory Commission for the Application for the Private Placement of AShares in 2021 (Announcement No.: 2022-062) disclosed by the Company on 2 August 2022.Pursuant to the Reply, the Company issued, in a private placement, a total of 576,709,537 shares ofRMB-denominated ordinary shares (A-shares) at RMB18.50/share, raising a total ofRMB10,669,126,434.50, with the net amount after deducting issuance costs beingRMB10,632,533,330.40. Following the arrival of the aforesaid funds, Deloitte Touche TohmatsuCertified Public Accountants LLP verified the funds and issued a Capital Verification Report forChina Merchants Port Group Co., Ltd. (DSB (Y) Z (22) No. 00471) on 16 September 2022. Toregulate the management of raised funds and protect the interests of minority investors, the Companyopened up a specialized account for raised funds at the Shenzhen branch of China Merchants BankCo., Ltd. (hereinafter referred to as “CMB Shenzhen”). The Company, together with CMB Shenzhenand sponsors China International Capital Corporation Limited and China Merchants Securities Co.,Ltd, signed the Quadripartite Supervision Agreement on the Funds Raised in the Private Placementof A Shares of China Merchants Port Group Co., Ltd. For details, see the Report on the OfferingResults of the Private Placement of A Shares and the Announcement on Signing the QuadripartiteSupervision Agreement on the Funds Raised (Announcement No.: 2022-077) disclosed by theCompany on 23 September 2022.
On 12 October 2022, the A shares issued in the private placement were officially listed. For details,see the Announcement on the Listing of the Privately Placed A Shares and the Summary of theAnnouncement on the Listing of the Privately Placed A Shares (Announcement No.: 2022-084)disclosed by the Company on 10 October 2022.
2. Index to Disclosed Information
The significant events disclosed by the Company on Securities Times, China Securities Journal,Shanghai Securities News, Ta Kung Pao and www.cninfo.com.cn during the Reporting Period are asfollows:
Announcement No.
| Announcement No. | Date of the announcement | Title of the announcement |
| 2022-001 | 8 January 2022 | Announcement on the Exit of Investment Fund |
| 2022-002 | 15 January 2022 | Announcement on Voluntary Information Disclosure of Business Volume Data of December 2021 |
| 2022-003 | 15 January 2022 | Reminder of the Issuance of 2022 Phase I Super-short-term Financing Bonds |
2022-004
| 2022-004 | 20 January 2022 | Announcement on Issue Results of 2022 Phase I Super-short-term Financing Bonds |
| 2022-005 | 29 January 2022 | Announcement on Resolutions of the 1st Special Meeting of the 10th Board of Directors in 2022 |
| 2022-006 | 29 January 2022 | Announcement on Resolutions of the 1st Special Meeting of the 10th Supervisory Committee in 2022 |
| 2022-007 | 29 January 2022 | Announcement on Adjusting the Exercise Prices of the Stock Option Incentive Plan (Phase I) of the Company |
| 2022-008 | 29 January 2022 | Announcement on Adjusting the Numbers of Qualified Awardees and Stock Options to Be Granted of the Stock Option Incentive Plan (Phase I) of the Company |
| 2022-009 | 29 January 2022 | Announcement on the Failure to Meet the Exercise Conditions for the First Exercise Schedule of the Stock Options (the First Batch to be Granted) of the Stock Option Incentive Plan (Phase I) of the Company |
| 2022-010 | 29 January 2022 | Announcement on Cancelling Some Stock Options in the Stock Option Incentive Plan (Phase I) of the Company |
| 2022-011 | 15 February 2022 | Announcement on Completing the Cancellation of Some Stock Options in the Stock Option Incentive Plan (Phase I) of the Company |
| 2022-012 | 15 February 2022 | Announcement on Voluntary Information Disclosure of Business Volume Data of January 2022 |
| 2022-013 | 1 March 2022 | Announcement on Resolutions of the 2nd Special Meeting of the 10th Board of Directors in 2022 |
| 2022-014 | 1 March 2022 | Announcement on Resolutions of the 2nd Special Meeting of the 10th Supervisory Committee in 2022 |
| 2022-015 | 1 March 2022 | Announcement on Resignation of Director and Supervisor and By-election of Director and Supervisor |
| 2022-016 | 2 March 2022 | Reminder of the Issuance of 2022 Phase II Super-short-term Financing Bonds |
| 2022-017 | 5 March 2022 | Announcement on Issue Results of 2022 Phase II Super-short-term Financing Bonds |
| 2022-018 | 15 March 2022 | Announcement on the Due Payment of 2021 Phase VII Super & Short-term Commercial Paper |
| 2022-019 | 15 March 2022 | Announcement on Voluntary Information Disclosure of Business Volume Data of February 2022 |
| 2022-020 | 19 March 2022 | Announcement on Progress of Incorporation of HK Wholly-owned Subsidiary and Adjustment to Ownership Structure of the Subsidiary |
| 2022-021 | 26 March 2022 | Announcement on Online Investor Meeting on 2021 Annual Results |
2022-022
| 2022-022 | 26 March 2022 | Reminder of the Issuance of 2022 Phase III Super-short-term Financing Bonds |
| 2022-023 | 31 March 2022 | Announcement on Resolutions of the 5th Meeting of the 10th Board of Directors |
| 2022-024 | 31 March 2022 | Announcement on Resolutions of the 5th Meeting of the 10th Supervisory Committee |
2022-025
| 2022-025 | 31 March 2022 | Announcement on 2021 Profit Distribution Plan |
| 2022-026 | 31 March 2022 | Abstract of 2021 Annual Report (Chinese and English Versions) |
| 2022-027 | 31 March 2022 | Announcement on the Confirmation of the Continuing Related-Party Transactions in 2021 and the Estimation of Such Transactions in 2022 |
| 2022-028 | 31 March 2022 | Announcement on the Related-Party Transaction Regarding Making Deposits in and Obtaining Loans from China Merchants Bank in 2022 |
| 2022-029 | 31 March 2022 | Announcement on the External Guarantee Progress of a Majority-Owned Subsidiary of the Company in 2021 and the Expected New External Guarantee Line in the Next 12 Months |
| 2022-030 | 31 March 2022 | Announcement on Renewing the Financial Service Agreement and Related Party Transactions with China Merchants Group Finance Co., Ltd. |
| 2022-031 | 31 March 2022 | Special Report on Deposit and Usage of Raised Fund in 2021 |
| 2022-032 | 31 March 2022 | Announcement on Reappointment of Accounting Firm in 2022 |
2022-033
| 2022-033 | 31 March 2022 | Notice on Convening the 2021 Annual General Meeting |
| 2022-034 | 31 March 2022 | Announcement on Provision for Asset Impairment for 2021 |
| 2022-035 | 31 March 2022 | Announcement on the Voluntary Information Disclosure of the 2021 Annual Results by the Majority-Owned Subsidiary |
| 2022-036 | 1 April 2022 | Announcement on the Issue Results of 2022 Phase III Super-short-term Financing Bonds |
| 2022-037 | 12 April 2022 | Announcement on the Resignation of Deputy General Manager Zhang Yiming |
| 2022-038 | 15 April 2022 | Announcement on the Voluntary Information Disclosure of Business Volume Data of March 2022 |
| 2022-039 | 19 April 2022 | Announcement on the Due Payment of 2022 Phase I Super-short-term Financing Bonds |
2022-040
| 2022-040 | 22 April 2022 | Announcement on the Resolutions of 2021 General Meeting of Shareholders |
| 2022-041 | 30 April 2022 | Announcement on the Resolutions of the 3rd Extraordinary Meeting of the 10th Board of Directors in 2022 |
| 2022-042 | 30 April 2022 | Announcement on the Resolutions of the 3rd Extraordinary Meeting of the 10th Board of Supervisors in 2022 |
| 2022-043 | 30 April 2022 | The First Quarter Report 2022 (Chinese and English Versions) |
| 2022-044 | 10 May 2022 | Announcement on the 2021 Dividend Payout |
| 2022-045 | 11 May 2022 | Announcement on the Resolutions of the 4th Extraordinary Meeting of the 10th Board of Directors in 2022 |
| 2022-046 | 11 May 2022 | Announcement on the Adjustment of a Partially-owned Subsidiary's Security for Its Equity-participating Company |
| 2022-047 | 11 May 2022 | Notice on Convening the 2022 1st Extraordinary General Meeting of Shareholders |
| 2022-048 | 14 May 2022 | Announcement on the Voluntary Information Disclosure of Business Volume Data of April 2022 |
| 2022-049 | 17 May 2022 | Announcement on the Resolutions of the 5th Extraordinary Meeting of the 10th Board of Directors in 2022 |
| 2022-050 | 17 May 2022 | Notice on the Addition of a Temporary Proposal and Supplementary Notice of the General Meeting of Shareholders to the 2022 1st Extraordinary General Meeting of Shareholders |
| 2022-051 | 28 May 2022 | Announcement on the Resolutions of 2022 First Extraordinary General Meeting of Shareholders |
2022-052
| 2022-052 | 28 May 2022 | Announcement on the Resolutions of the 6th Extraordinary Meeting of the 10th Board of Directors in 2022 |
| 2022-053 | 28 May 2022 | Announcement on the Selection of Vice Chairmen, the By-election of Directors, and the Change in Senior Managers |
| 2022-054 | 2 June 2022 | Announcement on the Issuance of Overseas USD Bonds by a Wholly-owned Subsidiary of a Partially-owned Subsidiary |
| 2022-055 | 14 June 2022 | Reminder of the Issuance of 2022 Phase IV Super-short Commercial Paper |
| 2022-056 | 15 June 2022 | Announcement on the Voluntary Information Disclosure of Business Volume Data of May 2022 |
| 2022-057 | 17 June 2022 | Announcement on the Issue Results of 2022 Phase IV Super-short-term Financing Bonds |
| 2022-058 | 1 July 2022 | Announcement on 2022 Interest Payment for 2020 Public Offering of Corporate Bonds (Tranche 1) to Qualified Investors |
| 2022-059 | 14 July 2022 | Announcement on the Reply to the Letter on Properly Preparing the Meeting of the Public Offering Review Committee of the China Securities Regulatory Commission on the Private Placement |
| 2022-060 | 15 July 2022 | Announcement on Voluntary Information Disclosure of Business Volume Data of June 2022 |
| 2022-061 | 26 July 2022 | Announcement on the Approval of the Public Offering Review Committee of the China Securities Regulatory Commission for the Application for the Private Placement of A Shares in 2021 |
| 2022-062 | 2 August 2022 | Announcement on the Approval of the China Securities Regulatory Commission for the Application for the Private Placement of A Shares in 2021 |
| 2022-063 | 13 August 2022 | Announcement on Voluntary Information Disclosure of Business Volume Data of July 2022 |
| 2022-064 | 16 August 2022 | Reminder on Restricted Shares Issued in the Offering of Shares for Asset Acquisition and Raising the Matching Funds & the Related-party Transaction Being Allowed for Public Trading |
| 2022-065 | 31 August 2022 | Announcement on Resolutions of the 6th Meeting of the 10th Board of Directors |
| 2022-066 | 31 August 2022 | Announcement on Resolutions of the 6th Meeting of the 10th Supervisory Committee |
| 2022-067 | 31 August 2022 | Interim Report 2022 (Summary) (Chinese and English Versions) |
2022-068
| 2022-068 | 31 August 2022 | Special Report of the Deposit and Use of Raised Funds for H1 2022 |
| 2022-069 | 31 August 2022 | Announcement on the Confirmation of Land Use Rights at the Chiwan Port & the Related-party Transaction |
| 2022-070 | 31 August 2022 | Announcement on Voluntary Information Disclosure of the Release of 2022 Interim Results by Majority-owned Subsidiary |
| 2022-071 | 31 August 2022 | Announcement on Online Investor Meeting on 2022 Interim Results |
| 2022-072 | 1 September 2022 | Announcement on Redemption of the 2nd Issue of SCP in 2022 upon Maturity |
| 2022-073 | 1 September 2022 | Reminder on the 5th Issue of SCP in 2022 |
| 2022-074 | 7 September 2022 | Announcement on Results of the 5th Issue of SCP in 2022 |
| 2022-075 | 8 September 2022 | Notice of the 2nd Extraordinary General Meeting of 2022 |
| 2022-076 | 15 September 2022 | Announcement on Voluntary Information Disclosure of Business Volume Data of August 2022 |
| 2022-077 | 23 September 2022 | Announcement on Signing the Quadripartite Supervision Agreement on the Funds Raised |
| 2022-078 | 27 September 2022 | Announcement on Resolutions of the 2nd Extraordinary General Meeting of 2022 |
2022-079
| 2022-079 | 27 September 2022 | Announcement on Redemption of the 3rd Issue of SCP in 2022 upon Maturity |
| 2022-080 | 30 September 2022 | Announcement on the Resolutions of the 7th Extraordinary Meeting of the 10th Board of Directors in 2022 |
| 2022-081 | 30 September 2022 | Announcement on the Resolutions of the 4th Extraordinary Meeting of the 10th Supervisory Committee in 2022 |
| 2022-082 | 30 September 2022 | Announcement on the Appointment of Mr. Liu Bin as Deputy General Manager |
| 2022-083 | 30 September 2022 | Announcement on Cash Management on Idle Raised Funds |
| 2022-084 | 10 October 2022 | Abstract of the Listing Announcement of China Merchants Port Group Co., Ltd. on the Non-public Offering of A Shares |
| 2022-085 | 15 October 2022 | Announcement on the Voluntary Disclosure of the Data on Business Volume for September 2022 |
| 2022-086 | 29 October 2022 | The First Quarter Report 2022 (Chinese and English Versions) |
| 2022-087 | 5 November 2022 | Announcement on the Participation in 2022 Shenzhen Online Group Reception Day for Listed Company Investors |
| 2022-088 | 15 November 2022 | Announcement on the Voluntary Disclosure of the Data on Business Volume for October 2022 |
| 2022-089 | 30 November 2022 | Announcement on the Resolution of the 2022 9th Extraordinary Meeting of the 10th Board of Directors |
| 2022-090 | 30 November 2022 | Announcement on the Resolution of the 2022 6th Extraordinary Meeting of the 10th Board of Supervisors |
| 2022-091 | 30 November 2022 | Announcement on the Extension of Financial Assistance Provided by Majority-owned Subsidiaries and Related-Party Transactions |
| 2022-092 | 30 November 2022 | Announcement on the Closing of the Investment Project of Offering Shares to Purchase Assets and Raise the Supporting Funds and the Permanent Replenishment of Working Capital with the Surplus Funds Raised |
| 2022-093 | 30 November 2022 | Notice on Convening the 2022 Third Extraordinary General Meeting |
| 2022-094 | 9 December 2022 | Announcement on the Resolution of the 2022 10th Extraordinary Meeting of the 10th Board of Directors |
| 2022-095 | 9 December 2022 | Announcement on the Acceptance of the Shares of Antong Holdings Co., Ltd. and Related-Party Transactions |
| 2022-096 | 9 December 2022 | Announcement on the By-election of the Director and Independent Director |
| 2022-097 | 9 December 2022 | Notice on the Addition of a Temporary Proposal and Supplementary Notice of the General Meeting of Shareholders to the 2022 Third Extraordinary General Meeting of Shareholders |
| 2022-098 | 13 December 2022 | Announcement on the Due Payment of 2022 Phase IV Super & Short-term Commercial Paper |
| 2022-099 | 15 December 2022 | Announcement on the Change of Audit Project Partner and Signing CPA |
| 2022-100 | 15 December 2022 | Announcement on the Voluntary Disclosure of the Data on Business Volume for November 2022 |
| 2022-101 | 24 December 2022 | Announcement on the Resolution of the 2022 Third Extraordinary General Meeting |
| 2022-102 | 30 December 2022 | Announcement on the Completion of the Cancellation of the Special Account for Offering Shares to Purchase Assets and Raise the Supporting Funds |
XVII Significant Events of Subsidiaries
□ Applicable √ Not applicable
Part VII Share Changes and Shareholder InformationI Share Changes
1. Share Changes
Unit: share
| Before | Increase/decrease in the Reporting Period (+/-) | After | |||||||
| Shares | Percentage (%) | New issues | Shares as dividend converted from profit | Shares as dividend converted from capital reserves | Other | Subtotal | Shares | Percentage (%) | |
| I. Restricted shares | 1,148,658,469 | 59.7524% | 576,709,537 | 0 | 0 | -1,148,651,103 | -571,941,566 | 576,716,903 | 23.0772% |
| 1. Shares held by state | 0 | 0.0000% | 0 | 0 | 0 | 0 | 0 | 0 | 0.0000% |
| 2. Shares held by state-owned legal person | 0 | 0.0000% | 576,709,537 | 0 | 0 | 0 | 576,709,537 | 576,709,537 | 23.0769% |
| 3. Shares held by other domestic investors | 9,821 | 0.0005% | 0 | 0 | 0 | -2,455 | -2,455 | 7,366 | 0.0003% |
| Including: Shares held by domestic legal person | 0 | 0.0000% | 0 | 0 | 0 | 0 | 0 | 0 | 0.0000% |
| Shares held by domestic natural person | 9,821 | 0.0005% | 0 | 0 | 0 | -2,455 | -2,455 | 7,366 | 0.0003% |
| 4. Shares held by foreign investors | 1,148,648,648 | 59.7518% | 0 | 0 | 0 | -1,148,648,648 | -1,148,648,648 | 0 | 0.0000% |
| Including: Shares held by foreign legal person | 1,148,648,648 | 59.7518% | 0 | 0 | 0 | -1,148,648,648 | -1,148,648,648 | 0 | 0.0000% |
| Shares held by foreign natural person | 0 | 0.0000% | 0 | 0 | 0 | 0 | 0 | 0 | 0.0000% |
| II. Unrestricted shares | 773,706,655 | 40.2476% | 0 | 0 | 0 | 1,148,651,103 | 1,148,651,103 | 1,922,357,758 | 76.9228% |
| 1. RMB ordinary shares | 593,819,745 | 30.8901% | 0 | 0 | 0 | 1,148,648,973 | 1,148,648,973 | 1,742,468,718 | 69.7246% |
| 2. Domestically listed foreign shares | 179,886,910 | 9.3576% | 0 | 0 | 0 | 2,130 | 2,130 | 179,889,040 | 7.1982% |
3. Overseas
listed foreignshares
| 3. Overseas listed foreign shares | 0 | 0.0000% | 0 | 0 | 0 | 0 | 0 | 0 | 0.0000% |
| 4. Other | 0 | 0.0000% | 0 | 0 | 0 | 0 | 0 | 0 | 0.0000% |
| III. Total shares | 1,922,365,124 | 100.0000% | 576,709,537 | 0 | 0 | 0 | 576,709,537 | 2,499,074,661 | 100.0000% |
Reasons for share changes:
(1) On 18 August 2022, the restricted 1,148,648,648 shares held by CMPID, a shareholder of theCompany, became unrestricted, causing a change to the volume of the Company’s negotiable sharesunder no restricted sales conditions. For details, please refer to the Prompt Announcement on theFlotation of Restricted Shares in the Offering of Shares to Purchase Assets and Raise the SupportingFunds and Related-Party Transactions (Announcement No.: 2022-064) disclosed by the Company on16 August 2022.
(2) The A shares offered by the Company in a non-public manner in 2021 officially went floated on12 October 2022, changing the Company’s total share capital and the volume of negotiable sharesunder a restricted sales condition, with the Company’s total share capital increasing from1,922,365,124 shares to 2,499,074,661 shares. For details, please refer to the Listing Announcementon the Non-public Offering of A Shares and the Abstract of the Listing Announcement on the Non-public Offering of A Shares (Announcement No.: 2022-084) disclosed by the Company on 10 October2022.
(3) The restricted shares held by the Company’s outgoing Senior Management members werechanged.Approval of the share changes:
On 1 August 2022, the Company received the Approval of the Private Placement of China MerchantsPort Group Co., Ltd. (Z.J.X.K. [2022] No. 1657) issued by the China Securities RegulatoryCommission. For details, see the Announcement on the Approval of the China Securities RegulatoryCommission for the Application for the Private Placement of A Shares in 2021 (Announcement No.:
2022-062) disclosed by the Company on 2 August 2022.Transfer of share ownership:
The A shares offered by the Company in a non-public manner officially went floated on 12 October2022. For details, please refer to the Listing Announcement on the Non-public Offering of A Sharesand the Abstract of the Listing Announcement on the Non-public Offering of A Shares (AnnouncementNo.: 2022-084) disclosed by the Company on 10 October 2022.Effects of the share changes on the basic and diluted earnings per share, equity per share attributableto the Company’s ordinary shareholders and other financial indicators of the prior year and the prioraccounting period, respectively:
The Company’s primary earnings per share in 2022 were RMB1.61, the diluted earnings per shareRMB1.61, and the net assets per share attributable to the Company’s common shareholdersRMB21.71. By the measurement of the Company’s total share capital as at the end of 2021,irrespective of the changes caused by the non-public offering, the Company’s primary earnings pershare in 2022 was RMB1.74, the diluted earnings per share RMB1.74, and the net assets per shareattributable to the Company’s common shareholders RMB28.23.Other information that the Company considers necessary or is required by the securities regulator tobe disclosed:
□ Applicable √ Not applicable
2. Changes in Restricted Shares
Unit: share
Name ofshareholders
| Name of shareholders | Number of restricted shares at the period-begin | Number of increased restricted shares | Number of released restricted shares | Number of restricted shares at the period-end | Reason for restriction | Date of restriction release |
| China Merchants Port Investment Development Company Limited | 1,148,648,648 | 0 | 1,148,648,648 | 0 | According to relevant laws and regulations and the shareholder commitment | August 2022 |
| Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. | 0 | 576,709,537 | 0 | 576,709,537 | According to relevant laws and regulations and the shareholder commitment | October 2025 |
| Zheng Shaoping | 9,821 | 0 | 2,455 | 7,366 | According to the Articles of Association and the relevant laws and regulations | November 2023 |
| Total | 1,148,658,469 | 576,709,537 | 1,148,651,103 | 576,716,903 | -- | -- |
II Issuance and Listing of Securities
1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period
| Name of Stock and derivative securities thereof | Issue date | Issue price | Issue amount | Listing date | Approved amount for listing | Termination date for trading | Disclosure index | Disclosure date |
| Stock | ||||||||
| Issuance of shares to specified parties | 13 September 2022 | RMB18.50 /share | 576,709,537 | 12 October 2022 | 576,709,537 | Listing Announcement on Private Placement of A-Shares by China Merchants Port Group Co., Ltd. and other related | 10 October 2022 | |
announcements disclosedon Cninfo
Notes:
The Company held the 6th Extraordinary Meeting of the 10th Board of Directors in 2021 and the 3rdExtraordinary Meeting of the 10th Board of Supervisors in 2021 on 13 July 2021, at which, theProposal on the Programme for the Company’s Non-public Offering of A Shares was reviewed andunanimously approved. Additionally, the proposal was deliberated on and approved at the 1stExtraordinary General Meeting of 2021 held on 27 September 2021. For details, please refer to theAnnouncement on the Resolution of the 6th Extraordinary Meeting of the 10th Board of Directors in2021 (Announcement No.: 2021-053) and the Announcement on the Resolution of the 3rdExtraordinary Meeting of the 10th Board of Supervisors in 2021 (Announcement No.: 2021-054)disclosed by the Company on 14 July 2021, as well as relevant announcements, including theAnnouncement on the Resolution of the 1st Extraordinary General Meeting of 2021 (AnnouncementNo.: 2021-087) disclosed by the Company on 28 September 2021.On 1 August 2022, the Company received the Approval of the Private Placement of China MerchantsPort Group Co., Ltd. (Z.J.X.K. [2022] No. 1657) issued by the China Securities RegulatoryCommission. For details, see the Announcement on the Approval of the China Securities RegulatoryCommission for the Application for the Private Placement of A Shares in 2021 (Announcement No.:
2022-062) disclosed by the Company on 2 August 2022.As at 15 September 2022, the Company offered Zhejiang Seaport Group 576,709,537 A shares atRMB18.50 per share and raised RMB10,669,126,434.50 in total. With the offering expense ofRMB36,593,104.10 deducted (excluding the value-added tax), the Company raisedRMB10,632,533,330.40, of which RMB576,709,537.00 was recorded as paid-in capital (share capital)and the remaining RMB10,055,823,793.40 as the capital reserve. For details, please refer to theReport of China Merchants Port Group Co., Ltd. on the Non-public Offering of A Shares disclosedby the Company on 23 September 2022.The A shares offered by the Company in a non-public manner officially went floated on 12 October2022. For details, please refer to the Listing Announcement on the Non-public Offering of A Sharesand the Abstract of the Listing Announcement on the Non-public Offering of A Shares (AnnouncementNo.: 2022-084) disclosed by the Company on 10 October 2022.The shares bought by Zhejiang Seaport Group shall not be transferred within 36 months after the non-public offering is completed. When the foregoing restricted sales period expires, Zhejiang Seaportcan act in line with the regulations of the China Securities Regulatory Commission and ShenzhenStock Exchange.
2. Changes to Total Shares, Shareholder Structure and Asset and Liability StructuresDuring the Reporting Period, the Company completed the offering of 576,709,537 RMB-denominated ordinary shares (A shares) to Zhejiang Seaport Group. After the offering was completed,the Company’s total share capital increased from 1,922,365,124 shares to 2,499,074,661 shares.Changes to Asset and Liability Structures are detailed in the relevant section of "Section 10 Financial
Report".
3. Existing Staff-Held Shares
□ Applicable √ Not applicable
III Shareholders and Actual Controller
1. Shareholders and Their Shareholdings at the Period-End
Unit: share
Number ofordinaryshareholders atthe period-end
| Number of ordinary shareholders at the period-end | 31,210 ( 20,089 A-shareholders and 11,121 B-shareholders) | Number of ordinary shareholders at the month-end prior to the disclosure of this Report | 32,505 (21,367 A-shareholders and 11,138 B-shareholders) | Number of preferred shareholders with resumed voting rights at the period-end (if any) | 0 | Number of preferred shareholders with resumed voting rights at the month-end prior to the disclosure of this Report (if any) | 0 | |||||
| 5% or greater shareholders or top 10 shareholders | ||||||||||||
| Name of shareholder | Nature of shareholder | Shareholding percentage | Total shares held at the period-end | Increase/decrease in the Reporting Period | Restricted shares held | Unrestricted shares held | Shares in pledge or frozen | |||||
| CHINA MERCHANTS PORT INVESTMENT DEVELOPMENT COMPANY LIMITED | Foreign legal person | 45.96% | 1,148,648,648 | 0 | 0 | 1,148,648,648 | 0 | |||||
| ZHEJIANG PROVINCIAL SEAPORT INVESTMENT & OPERATION GROUP CO., LTD. | State-owned legal person | 23.08% | 576,709,537 | 576,709,537 | 576,709,537 | 0 | 0 | |||||
| CHINA MERCHANTS GANGTONG DEVELOPMENT (SHENZHEN) CO., LTD. | State-owned legal person | 14.84% | 370,878,000 | 0 | 0 | 370,878,000 | 0 | |||||
SHENZHENINFRASTRUCTUREINVESTMENTFUND-SHENZHENINFRASTRUCTUREINVESTMENTFUNDPARTNERSHIP(LIMITEDPARTNERSHIP)
| SHENZHEN INFRASTRUCTURE INVESTMENT FUND-SHENZHEN INFRASTRUCTURE INVESTMENT FUND PARTNERSHIP (LIMITED PARTNERSHIP) | Fund and wealth management products | 2.59% | 64,850,182 | 0 | 0 | 64,850,182 | 0 | |
| CHINA-AFRICA DEVELOPMENT FUND | State-owned legal person | 2.57% | 64,102,564 | 0 | 0 | 64,102,564 | 0 | |
| BROADFORD GLOBAL LIMITED | State-owned legal person | 2.21% | 55,314,208 | 0 | 0 | 55,314,208 | Unknown | |
| HONG KONG SECURITIES CLEARING COMPANY LTD. | Foreign legal person | 0.25% | 6,210,896 | 165,827 | 0 | 6,210,896 | Unknown | |
| ZHU HUI | Domestic natural person | 0.12% | 2,880,003 | -78,000 | 0 | 2,880,003 | Unknown | |
| CHINA MERCHANTS SECURITIES (HK) CO., LTD. | Foreign legal person | 0.10% | 2,542,455 | -21,100 | 0 | 2,542,455 | Unknown | |
| MONETARY AUTHORITY OF MACAO-SELF-OWNED FUNDS | Foreign legal person | 0.09% | 2,172,637 | 2,172,637 | 0 | 2,172,637 | Unknown | |
| Strategic investors or general legal person becoming top-ten ordinary shareholders due to placing of new shares (if any) | Among the foregoing shareholders, Shenzhen Infrastructure Investment Fund-Shenzhen Infrastructure Investment Fund Partnership (Limited Partnership) subscribed for 64,850,182 shares of the Company offered in a non-public manner in 2019 for raising supporting funds at RMB17.16 per share. The subscribed shares were floated on Shenzhen Stock Exchange on 4 November 2019, and the lock-in period lasted until 4 November 2020. China-Africa Development Fund subscribed for 64,102,564 shares of the Company offered in a non-public manner in 2019 for raising supporting funds at RMB17.16 per share. The subscribed shares were floated on Shenzhen Stock Exchange on 4 November 2019, and the lock-in period lasted until 4 November 2020. Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. subscribed for 576,709,537 shares of the Company offered in a non-public manner at RMB18.50 per share. The subscribed shares were floated on Shenzhen Stock Exchange on 12 October 2022, and the lock-in period lasts until 12 October 2025. | |||||||
| Related or acting-in-concert parties among the shareholders above | China Merchants Gangtong Development (Shenzhen) Co., Ltd. is a majority-owned subsidiary of Broadford Global Limited, and Broadford Global Limited is the controlling shareholder of China Merchants Port Investment Development Company Limited. The Company does not know whether the other unrestricted shareholders are related parties or not. | |||||||
| Above shareholders involved in entrusting/being entrusted and giving up voting rights | None | |||||||
| Special account for share repurchases (if any) among the top 10 shareholders (see note 10) | None | |||||||
| Top 10 unrestricted shareholders | ||||||||
| Name of shareholder | Unrestricted shares held at the period-end | Shares by type | ||||||
| Type | Shares | |||||||
| CHINA MERCHANTS PORT INVESTMENT DEVELOPMENT COMPANY LIMITED | 1,148,648,648 | RMB ordinary share | 1,148,648,648 | |||||
CHINA MERCHANTSGANGTONGDEVELOPMENT(SHENZHEN) CO., LTD.
| CHINA MERCHANTS GANGTONG DEVELOPMENT (SHENZHEN) CO., LTD. | 370,878,000 | RMB ordinary share | 370,878,000 |
| SHENZHEN INFRASTRUCTURE INVESTMENT FUND-SHENZHEN INFRASTRUCTURE INVESTMENT FUND PARTNERSHIP (LIMITED PARTNERSHIP) | 64,850,182 | RMB ordinary share | 64,850,182 |
| CHINA-AFRICA DEVELOPMENT FUND | 64,102,564 | RMB ordinary share | 64,102,564 |
| BROADFORD GLOBAL LIMITED | 55,314,208 | Domestically listed foreign share | 55,314,208 |
| HONG KONG SECURITIES CLEARING COMPANY LTD. | 6,210,896 | RMB ordinary share | 6,210,896 |
| ZHU HUI | 2,880,003 | RMB ordinary share | 2,880,003 |
| CHINA MERCHANTS SECURITIES (HK) CO., LTD. | 2,542,455 | Domestically listed foreign share | 2,542,455 |
| MONETARY AUTHORITY OF MACAO-SELF-OWNED FUNDS | 2,172,637 | RMB ordinary share | 2,172,637 |
| MAI SHUQING | 2,129,247 | RMB ordinary share | 2,129,247 |
| Related or acting-in-concert parties among top 10 unrestricted public shareholders, as well as between top 10 unrestricted public shareholders and top 10 shareholders | China Merchants Gangtong Development (Shenzhen) Co., Ltd. is a majority-owned subsidiary of Broadford Global Limited, and Broadford Global Limited is the controlling shareholder of China Merchants Port Investment Development Company Limited. The Company does not know whether the other unrestricted shareholders are related parties or not. | ||
| Top 10 ordinary shareholders involved in securities margin trading (if any) | N/A | ||
Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestrictedordinary shareholders of the Company conducted any promissory repo during the Reporting Period.
□ Yes √ No
No such cases in the Reporting Period.
2. Controlling Shareholder
Nature of the controlling shareholder: Controlled by a central state-owned legal personType of the controlling shareholder: legal person
| Name of controlling shareholder | Legal representative/person in charge | Date of establishment | Unified social credit code | Principal activity |
BROADFORD GLOBAL
LIMITED
| BROADFORD GLOBAL LIMITED | Huang Shengchao, Wang Zhu, Zheng Peihui | 27 November 2017 | 68550019-000 | Port services, bonded logistic and cold chain services, property development and investment |
| Shareholdings of the controlling shareholder in other listed companies at home or abroad in this Reporting Period | N/A | |||
Change of the controlling shareholder in the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Actual Controller and Its Acting-in-Concert Parties
Nature of the actual controller: Central institution for state-owned assets managementType of the actual controller: legal person
| Name of actual controller | Legal representative/person in charge | Date of establishment | Unified social credit code | Principal activity |
| China Merchants Group | Miao Jianmin | 14 October 1986 | 91110000100005220B | Lease and agency of water/land passenger-cargo transportation, water/land conveyance and facilities; investment and management of port and storage business; salvage, refloatation and tugboat; industrial production; construction, repairing, checking and marketing of shipping, offshore petroleum drilling equipment; repairing and checking of drilling platform and drilling container; overall contracting of water/land construction projects and the related offshore petroleum development projects, and their construction organization and logistic services; procurement, supply and sale of water/land communication and transportation equipment; export and import business of transportation; investment and management of finance, insurance, trust, securities, futures business; investment and management of tourism, hotels, catering services and relevant service; real estate development, management and consultancy of property; investment and management of petroleum and chemical industry; investment and operation of infrastructure of communication; overseas assets management. Development and management of Shenzhen Shekou Industrial Zone and Fujian Zhangzhou Development Zone. (The market body shall independently choose business items and carry out business activities according to law. For items requiring approval according to law, the market body must obtain approval from related authorities before carrying out the business activities. The market body shall not engage in business activities that are banned and restricted in the national and municipal industrial policies.) |
| Shareholdings of the actual controller in other listed companie | China Merchants Group holds: 74.35% shares of China Merchants Land Limited; 69.15% shares of Liaoning Port Co., Ltd.; 68.72% shares of China Merchants Expressway Network &Technology Holdings Co., Ltd; 64.82% shares of China Merchants Shekou Industrial Zone Holdings Co., Ltd.; 58.00% shares of Sinotrans Limited; 54.14% shares of China Merchants Energy Shipping Co., Ltd; | |||
s at homeor abroadin thisReporting
Period
| s at home or abroad in this Reporting Period | 51.16% shares of China Merchants Property Operation & Service Co., Ltd.; 45.93% share of China Merchants Port Holdings Company Limited; 44.17% shares of China Merchants Securities Co. Ltd.; 29.97% shares of China Merchants Bank Co., Ltd; 27.97% shares of Nanjing Tanker Corporation; 27.59% shares of China Merchants China Direct Investments Limited. |
Change of the actual controller during the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.Ownership and control relations between the actual controller and the Company:
Indicate by tick mark whether the actual controller controls the Company via trust or other ways ofasset management.
□ Applicable √ Not applicable
4. Number of Accumulative Pledged Shares held by the Company’s Controlling Shareholderor the Largest Shareholder as well as Its Acting-in-Concert Parties Accounts for 80% of allshares of the Company held by Them
□ Applicable √ Not applicable
5. Other 10% or Greater Corporate Shareholders
Name ofcorporateshareholders
| Name of corporate shareholders | Legal representative/person in charge | Date of establishment | Registered capital | Business scope or management activities |
| China Merchants Port Investment Development Company Limited | Huang Shengchao, Wang Zhu, Zheng Peihui | 15 November 2013 | HKD28,287,989,241 | Investment management of equities and others |
| Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. | Mao Jianhong | 30 July 2014 | RMB50 billion | The exploration and utilization of marine resources, marine industry investment, the management of marine and port resources and capital operations, port investment, construction, and operations, shipping services, commodity reserves, trading, and processing (excluding hazardous chemicals), marine engineering construction, and port engineering design and supervision. (Business activities that require approval in accordance with laws shall be subject to approval by relevant authorities.) |
| China Merchants Gangtong Development (Shenzhen) Co., Ltd. | Qi Yue | 16 January 2018 | RMB13,495,525,700 | Provision of management services for ports (without involving special administrative measures on the access of foreign investment); port information inquiries, economic information consultation, economic information consultation, corporate management consultation, business information consultation, brand management consultation and logistics information consultation (excluding restricted items in each case); technical development and sales of ship machinery and equipment; technical services in respect of port loading and unloading equipment; supporting businesses in respect of the design, sales, import and export of loading and unloading tools, mechanical and electrical products and non-ferrous metal products (excluding precious metals) (Commodities that involve state trading, quota, license and special administrative regulations shall be operated through the application pursuant to related state regulations); technical development and technical services in respect of modern logistics information systems; supply chain management and related supporting services; design of logistics plans; planning of corporate image; planning of cultural exchange activities (without involving special administrative measures on the access of foreign investment); marketing planning; and planning of brand image. (In each case, any item forbidden by laws, administrative regulations and the State Council shall be excluded and restricted items shall be operated upon the attainment of the |
permission), licensed business item: none
6. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, ActualController, Reorganizer and Other Commitment Makers
□ Applicable √ Not applicable
IV Specific Implementation of Share Repurchases in the Reporting PeriodProgress on any share repurchases:
□ Applicable √ Not applicable
Progress on reducing the repurchased shares by means of centralized bidding:
□ Applicable √ Not applicable
Part VIII Preference Shares
□ Applicable √ Not applicable
No preference shares in the Reporting Period.
Part IX BondsI Enterprise Bonds
□ Applicable √ Not applicable
No enterprise bonds in the Reporting Period.II Corporate Bonds
1. Basic Information of the Corporate Bonds
Unit: RMB
Name
| Name | Abbr. | Code | Date of issuance | Value date | Maturity | Bonds balance | Interest rate | Way of redemption | Trading place |
| 2020 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for qualified investors) (Phase I) | 20 CMPort 01 | 149170 | 7 July 2020 | 7 July 2020 | 8 July 2023 | 2,000,000,000.00 | 3.36% | Simple interest is adopted and calculated by year. No compound interest is calculated. Interests are paid once every year and principals paid in lump sum at maturity. In the last instalment, the interests are paid together with principal repayment. | Shenzhen Stock Exchange |
| 2022 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase I) | 22 CMPort 01 | 148052 | 29 August 2022 to 30 August 2022 | 30 August 2022 | 30 August 2025 | 3,000,000,000.00 | 2.69% | Simple interest is adopted and calculated by year. No compound interest is calculated. Interests are paid once every year and principals paid in lump sum at maturity. In the last instalment, the interests are paid together with principal repayment. | Shenzhen Stock Exchange |
| 2022 Public Offering | 22 CMPort 02 | 148058 | 5 September 2022 to | 6 September 2022 | 6 September 2024 | 3,000,000,000.00 | 2.45% | Simple interest is | Shenzhen |
Name
| Name | Abbr. | Code | Date of issuance | Value date | Maturity | Bonds balance | Interest rate | Way of redemption | Trading place |
| of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase II) | 6 September 2022 | adopted and calculated by year. No compound interest is calculated. Interests are paid once every year and principals paid in lump sum at maturity. In the last instalment, the interests are paid together with principal repayment. | Stock Exchange | ||||||
| 2022 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase III) | 22 CMPort 03 | 148060 | 8 September 2022 to 9 September 2022 | 9 September 2022 | The maturity date of the bonds is 9 September 2023; if the issuer exercises the redemption option, the maturity date of the bonds is 8 March 2023; if the investor exercises the resale option, the maturity date of the resale portion of the bonds is 8 March 2023. | 2,000,000,000.00 | 1.93% | Simple interest is adopted and calculated by year. No compound interest is calculated. Interests are paid once every year and principals paid in lump sum at maturity. In the last instalment, the interests are paid together with principal repayment. | Shenzhen Stock Exchange |
| Appropriate arrangement of the investors (if any) | The Company's bonds are publicly issued to professional institutional investors | ||||||||
| Applicable trading mechanism | Match-and-deal, negotiate-and-deal, click-and-deal, inquire-and-deal, bid-and-deal | ||||||||
| Risk of termination of listing transactions (if any) and countermeasures | Not | ||||||||
Overdue bonds
□ Applicable √ Not applicable
2. The Trigger and Execution of the Option Clause of the Issuers or Investors and the InvestorProtection Clause
□ Applicable √ Not applicable
3. Intermediary
Bond
| Bond | Intermediary | Office address | Signature accountant | Contact person of intermediary | Contact number |
| 2020 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for qualified investors) (Phase I) | Lead Underwriter and Trustee: CITIC Securities Co., Ltd. | 18F CITIC Securities Tower, No.8 Zhongxin 3rd Road, Futian District, Shenzhen | Not applicable | Feng Yuan | 0755-23835062 |
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Not applicable | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | |
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Not applicable | Zhong Ting, Liang Ziqiu | 027-87339288 | |
| Auditor: Deloitte Touche Tohmatsu Certified Public Accountants LLP | 30th Floor, Bund Center, No. 222 East Yan'an Road, Shanghai | Huang Yue, Li Weihua, Jiang Qishen, Zhang Min | Wang Hongmei | 021-61418888 | |
| 2022 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase I) | Lead Underwriter and Trustee: CITIC Securities Co., Ltd. | 18F CITIC Securities Tower, No.8 Zhongxin 3rd Road, Futian District, Shenzhen | Not applicable | Feng Yuan | 0755-23835062 |
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Not applicable | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | |
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Not applicable | Zhong Ting, Liang Ziqiu | 027-87339288 |
Auditor:
Deloitte ToucheTohmatsuCertified PublicAccountantsLLP
| Auditor: Deloitte Touche Tohmatsu Certified Public Accountants LLP | 30th Floor, Bund Center, No. 222 East Yan’an Road, Shanghai | Xu Xiangzhao, Li Weihua, Pi Dehan | Wang Hongmei | 021-61418888 | |
| 2022 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase II) | Lead Underwriter and Trustee: CITIC Securities Co., Ltd. | 18F CITIC Securities Tower, No.8 Zhongxin 3rd Road, Futian District, Shenzhen | Not applicable | Feng Yuan | 0755-23835062 |
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Not applicable | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | |
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Not applicable | Zhong Ting, Liang Ziqiu | 027-87339288 | |
| Auditor: Deloitte Touche Tohmatsu Certified Public Accountants LLP | 30th Floor, Bund Center, No. 222 East Yan’an Road, Shanghai | Xu Xiangzhao, Li Weihua, Pi Dehan | Wang Hongmei | 021-61418888 | |
| 2022 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase III) | Lead Underwriter and Trustee: CITIC Securities Co., Ltd. | 18F CITIC Securities Tower, No.8 Zhongxin 3rd Road, Futian District, Shenzhen | Not applicable | Feng Yuan | 0755-23835062 |
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Not applicable | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | |
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Not applicable | Zhong Ting, Liang Ziqiu | 027-87339288 | |
| Auditor: Deloitte Touche Tohmatsu | 30th Floor, Bund Center, No. 222 East | Xu Xiangzhao, Li Weihua, Pi Dehan | Wang Hongmei | 021-61418888 |
Certified PublicAccountantsLLP
| Certified Public Accountants LLP | Yan’an Road, Shanghai |
Indicate by tick mark whether above intermediary changed in the Reporting Period
□ Yes √ No
4. List of the Usage of the Raised Funds
Unit: RMB
| Bonds | Total amount | Amount spent | Unused amount | Operation of special account for raised funds (if any) | Rectification of raised funds for violation operation (if any) | Whether is consistent with the usage, using plan and other agreements stipulated in the raising specification |
| 2020 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for qualified investors) (Phase I) | 2,000,000,000.00 | 2,000,000,000.00 | 0.00 | Normal | None | Yes |
| 2022 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase I) | 3,000,000,000.00 | 3,000,000,000.00 | 0.00 | Normal | None | Yes |
| 2022 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase II) | 3,000,000,000.00 | 3,000,000,000.00 | 0.00 | Normal | None | Yes |
2022 PublicOffering ofCorporateBonds of ChinaMerchants PortGroup Co., Ltd.(forprofessionalinvestors)(Phase III)
| 2022 Public Offering of Corporate Bonds of China Merchants Port Group Co., Ltd. (for professional investors) (Phase III) | 2,000,000,000.00 | 2,000,000,000.00 | 0.00 | Normal | None | Yes |
The raised funds were used for project construction
□ Applicable √ Not applicable
The Company changed the usage of above funds raised from bonds during the Reporting Period.
□ Applicable √ Not applicable
5. Adjustment of Credit Rating Results during the Reporting Period
□ Applicable √ Not applicable
6. Execution and Changes of Guarantee, Repayment Plan and Other Repayment GuaranteeMeasures as well as Influence on Equity of Bond Investors during the Reporting Period
□ Applicable √ Not applicable
III Debt Financing Instruments of Non-financial Enterprises
1. Basic Information of Debt Financing Instruments of a Non-financial Enterprise
Unit: RMB
| Name | Abbr. | Code | Date of issuance | Value date | Maturity | Bonds balance | Interest rate | Way of redemption | Trading place |
| Medium-term Notes of China Merchants Port Group Co., Ltd. (Phase I 2021) | 21 CMPort MTN001 | 102100703.IB | 14 April 2021 | 16 April 2021 | 16 April 2024 | 2,000,000,000.00 | 3.52 | Interests paid once every year and principals paid in lump sum on the | Interbank bond market |
redemptiondate
| redemption date | |||||||||
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase VII 2021) | 21 CMPort SCP007 | 012105379.IB | 10 December 2021 to 13 December 2021 | 14 December 2021 | 14 March 2022 | 0 | 2.45 | Principals and interest paid in lump sum at maturity | Interbank bond market |
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase I 2022) | 22 CMPort SCP001 | 012280274.IB | 17 January 2022 | 18 January 2022 | 18 April 2022 | 0 | 2.32 | Principals and interest paid in lump sum at maturity | Interbank bond market |
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase II 2022) | 22 CMPort SCP002 | 012280798.IB | 2 March 2022 | 4 March 2022 | 31 August 2022 | 0 | 2.15 | Principals and interest paid in lump sum at maturity | Interbank bond market |
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase III 2022) | 22 CMPort SCP003 | 012281252.IB | 28 March 2022 | 30 March 2022 | 26 September 2022 | 0 | 2.13 | Principals and interest paid in lump sum at maturity | Interbank bond market |
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase IV 2022) | 22 CMPort SCP004 | 012282116.IB | 14 June 2022 | 15 June 2022 | 12 December 2022 | 0 | 2.00 | Principals and interest paid in lump sum at maturity | Interbank bond market |
| Super-short-term Commerci | 22 CMPort SCP005 | 012283152.IB | 1 September 2022 | 5 September 2022 | 2 June 2023 | 1,000,000,000.00 | 1.75 | Principals and | Interban |
al Papersof ChinaMerchantsPortGroupCo., Ltd.(Phase V2022)
| al Papers of China Merchants Port Group Co., Ltd. (Phase V 2022) | interest paid in lump sum at maturity | k bond market | |
| Appropriate arrangement of the investors (if any) | Not applicable | ||
| Applicable trading mechanism | Inquiry | ||
| Risk of termination of listing transactions (if any) and countermeasures | None | ||
Matured bonds unredeemed
□ Applicable √ Not applicable
2. Triggering and Implementation of Issuer or Investor Option Clauses and Investor ProtectionClauses
□ Applicable √ Not applicable
3. Intermediary
| Bond | Intermediary | Office address | Signature accountant | Contact person of intermediary | Contact number |
| Medium-term Notes of China Merchants Port Group Co., Ltd. (Phase I 2021) | Lead Underwriter: China Merchants Bank Co., Ltd. | China Merchants Bank Shenzhen Branch Building, No. 2016 Shennan Avenue, Shenzhen | Uninvolved | Luo Yingying, Gan Yawen | 0755-88023712 |
| Joint lead underwriter: CITIC Securities Co., Ltd. | 22nd Floor, CITIC Securities Building, No. 48 Liangmaqiao Road, Chaoyang District, Beijing | Feng Yuan | 0755-2383 5888 |
Bond
| Bond | Intermediary | Office address | Signature accountant | Contact person of intermediary | Contact number |
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | ||
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Zhong Ting, Liang Ziqiu | 027-87339288 | ||
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase VII 2021) | Lead Underwriter: Agricultural Bank of China Co., Ltd. | No. 69, Jianguomen Inner Street, Dongcheng District, Beijing | Uninvolved | An Liwei | 010-85109045 |
| Lead Underwriter: Bank of China Limited | No. 1 Fuxingmen Inner Street, Xicheng District, Beijing, China | Xie Zhijian | 010-66592416 | ||
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | ||
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Zhong Ting, Liang Ziqiu | 027-87339288 | ||
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase I 2022) | Lead Underwriter: China Merchants Bank Co., Ltd. | China Merchants Bank Shenzhen Branch Building, No. 2016 Shennan Avenue, Shenzhen | Uninvolved | Luo Yingying, Gan Yawen | 0755-88023712 |
| Co-lead Underwriter: China Construction Bank Corporation | Building 1, Dean An Xingrong Center, No. 1 Naoshikou Street, Xicheng District, Beijing | Zhou Peng, Xie Yuqian | 010-67596478、0755-81683042 |
Bond
| Bond | Intermediary | Office address | Signature accountant | Contact person of intermediary | Contact number |
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | ||
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Zhong Ting, Liang Ziqiu | 027-87339288 | ||
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase II 2022) | Lead Underwriter: China Merchants Bank Co., Ltd. | China Merchants Bank Shenzhen Branch Building, No. 2016 Shennan Avenue, Shenzhen | Uninvolved | Luo Yingying, Gan Yawen | 0755-88023712 |
| Co-lead Underwriter: Industrial and Commercial Bank of China | No. 55 Fuxingmen Inner Street, Xicheng District, Beijing, China | Liu Hanbin | 010-81012319 | ||
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | ||
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Zhong Ting, Liang Ziqiu | 027-87339288 | ||
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase III 2022) | Lead Underwriter: China Merchants Bank Co., Ltd. | China Merchants Bank Shenzhen Branch Building, No. 2016 Shennan Avenue, Shenzhen | Uninvolved | Luo Yingying, Gan Yawen | 0755-88023712 |
| Lead Underwriter: Bank of China Limited | No. 1 Fuxingmen Inner Street, Xicheng | Xie Zhijian | 010-66592416 |
Bond
| Bond | Intermediary | Office address | Signature accountant | Contact person of intermediary | Contact number |
| District, Beijing, China | |||||
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | ||
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Zhong Ting, Liang Ziqiu | 027-87339288 | ||
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase IV 2022) | Lead Underwriter: China Merchants Bank Co., Ltd. | China Merchants Bank Shenzhen Branch Building, No. 2016 Shennan Avenue, Shenzhen | Uninvolved | Luo Yingying, Gan Yawen | 0755-88023712 |
| Lead Underwriter: Agricultural Bank of China Co., Ltd. | No. 69, Jianguomen Inner Street, Dongcheng District, Beijing | An Liwei | 010-85109045 | ||
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | ||
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Zhong Ting, Liang Ziqiu | 027-87339288 | ||
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase V 2022) | Lead Underwriter: Agricultural Bank of China Co., Ltd. | No. 69, Jianguomen Inner Street, Dongcheng District, Beijing | Uninvolved | An Liwei | 010-85109045 |
| Lead Underwriter: Bank of China Limited | No. 1 Fuxingmen Inner Street, Xicheng District, Beijing, China | Li Xintong | 010-66595024 |
Bond
| Bond | Intermediary | Office address | Signature accountant | Contact person of intermediary | Contact number |
| Law firm: Beijing Junhe Law Firm | 20th Floor, China Resources Building, No. 8 Jianguomen North Street, Dongcheng District, Beijing | Liu Yongzhao, Chen Shanshan | 010-8519 1300 | ||
| Credit rating agency: China Chengxin International Credit Rating Co., Ltd. | Room 60101, Building 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Zhong Ting, Liang Ziqiu | 027-87339288 |
Indicate by tick mark whether above intermediary changed in the Reporting Period
□ Yes √ No
4. List of the Usage of the Raised Funds
Unit: RMB
| Bonds | Total amount | Amount spent | Unused amount | Operation of special account for raised funds (if any) | Rectification of raised funds for violation operation (if any) | Whether is consistent with the usage, using plan and other agreements stipulated in the raising specification |
| Medium-term Notes of China Merchants Port Group Co., Ltd. (Phase I 2021) | 2,000,000,000.00 | 2,000,000,000.00 | 0.00 | None | None | Yes |
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase VII 2021) | 2,000,000,000.00 | 2,000,000,000.00 | 0.00 | None | None | Yes |
| Super-short-term Commercial | 2,000,000,000.00 | 2,000,000,000.00 | 0.00 | None | None | Yes |
Papers ofChinaMerchantsPort GroupCo., Ltd.(Phase I2022)
| Papers of China Merchants Port Group Co., Ltd. (Phase I 2022) | ||||||
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase II 2022) | 1,000,000,000.00 | 1,000,000,000.00 | 0.00 | None | None | Yes |
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase III 2022) | 2,000,000,000.00 | 2,000,000,000.00 | 0.00 | None | None | Yes |
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase IV 2022) | 2,000,000,000.00 | 2,000,000,000.00 | 0.00 | None | None | Yes |
| Super-short-term Commercial Papers of China Merchants Port Group Co., Ltd. (Phase V 2022) | 1,000,000,000.00 | 1,000,000,000.00 | 0.00 | None | None | Yes |
The raised funds were used for project construction
□ Applicable √ Not applicable
The Company changed the usage of above funds raised from bonds during the Reporting Period.
□ Applicable √ Not applicable
5. Adjustment of Credit Rating Results during the Reporting Period
□ Applicable √ Not applicable
6. Execution and Changes of Guarantee, Repayment Plan and Other Repayment GuaranteeMeasures as well as Influence on Equity of Bond Investors during the Reporting Period
□ Applicable √ Not applicable
IV Convertible Corporate Bonds
□ Applicable √ Not applicable
No such cases in the Reporting Period.V Losses of Scope of Consolidated Financial Statements during the Reporting Period Exceeding10% of Net Assets up the Period-end of Last Year
□ Applicable √ Not applicable
VI Matured Interest-bearing Debt excluding Bonds up the Period-end
□ Applicable √ Not applicable
VII Whether there was any Violation of Rules and Regulations during the Reporting Period
□ Yes √ No
VIII The Major Accounting Data and the Financial Indicators of the Recent 2 Years of theCompany up the Period-end
Item
| Item | 31 December 2022 | 31 December 2021 (restated) | Change |
| Current ratio | 76.93% | 75.96% | 1.28% |
| Debt/asset ratio | 35.07% | 36.91% | -1.84% |
| Quick ratio | 76.08% | 75.32% | 1.01% |
| 2022 | 2021 (restated) | Change | |
| Net profit before exceptional gains and losses (RMB ’0,000) | 334,517.02 | 235,570.03 | 42.00% |
| Debt/EBITDA ratio | 21.47% | 21.65% | -0.18% |
| Interest cover (times) | 4.14 | 4.62 | -10.39% |
| Cash-to-interest cover (times) | 5.02 | 5.02 | 0.00% |
| EBITDA-to-interest cover (times) | 6.59 | 7.16 | -7.96% |
Debt repayment ratio (%)
| Debt repayment ratio (%) | 100.00% | 100.00% | - |
| Interest payment ratio (%) | 100.00% | 100.00% | - |
Part X Financial StatementsI Independent Auditor’s Report
Type of the independent auditor’s opinion
| Type of the independent auditor’s opinion | Standard and unqualified auditor's report |
| Date of signing this report | 31 March 2023 |
| Name of the independent auditor | Deloitte Touche Tohmatsu Certified Public Accountants LLP |
| Reference number of Audit Report | De Shi Bao (Shen) Zi (23) No. [P03194] |
| Name of the certified public accountants | Li Weihua, Wang Hongmei |
II Financial StatementsSee attached.
China Merchants Port Group Co., Ltd.
Board of Directors
4 April 2023
CHINA MERCHANTS PORT GROUP CO., LTD.
FINANCIAL STATEMENTS AND AUDITOR'S REPORTFOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS AND AUDITOR'S REPORTFOR THE YEAR ENDED 31 DECEMBER 2022
CONTENTS PAGE(S)
AUDITOR'S REPORT 1 - 6
CONSOLIDATED BALANCE SHEET 7 - 8
BALANCE SHEET OF THE COMPANY 9
CONSOLIDATED INCOME STATEMENT 10
INCOME STATEMENT OF THE COMPANY 11
CONSOLIDATED CASH FLOW STATEMENT 12
CASH FLOW STATEMENT OF THE COMPANY 13
CONSOLIDATED STATEMENT OF CHANGES INSHAREHOLDERS' EQUITY 14 - 15
THE COMPANY'S STATEMENT OF CHANGES INSHAREHOLDERS' EQUITY 16 - 17
NOTES TO THE FINANCIAL STATEMENTS 18 - 179
- 1 -
AUDITOR'S REPORT
De Shi Bao (Shen) Zi (23) No. P03194
(Page 1 of 6)
To all the shareholders of China Merchants Port Group Co., Ltd.,
I. Audit Opinion
We have audited the financial statements of China Merchants Port Group Co., Ltd. (hereinafterreferred to as "the Company"), which comprise the consolidated and Company's balance sheets as at31 December 2022, and the consolidated and Company's income statements, the consolidated andCompany's cash flow statements and the consolidated and Company's statements of changes inshareholders' equity for the year then ended, and the notes to the financial statements.
In our opinion, the accompanying financial statements of the Company are prepared and present fairly,in all material respects, the consolidated and Company's financial position as at 31 December 2022,and the consolidated and Company's results of operations and cash flows for the year then ended inaccordance with the Accounting Standards for Business Enterprises.
II. Basis for the Opinion
We conducted our audit in accordance with China Standards on Auditing. Our responsibilities underthose standards are further described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with China Codeof Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities inaccordance with the Code. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
III. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance inour audit of the financial statements of the current year. These matters were addressed in the context ofour audit of the financial statements as a whole, and in forming our opinion thereon, we do not providea separate opinion on these matters. We determine the followings are key audit matters that need to beaddressed in our report.
1. Subsequent measurement of long-term equity investments in associates
As disclosed in Note (VIII) 13 to the consolidated financial statements, as at 31 December 2022, thecarrying amount of the Company's long-term equity investments in associates amounts to RMB82,647,500,863.33, accounting for 64.44% of the total shareholder's equity. In 2022, the investmentincome from associates recognized under the equity method amounts to RMB 6,765,840,426.95,accounting for 82.19% of the consolidated net profit. Since the amount of income from investments inassociates recognized by the Company for the year is significant, and its correctness depends on thefinancial status and operating results of the investee, we determine the above-mentioned subsequentmeasurement of the long-term equity investments in associates as a key audit matter of theconsolidated financial statements.
- 2 -
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 2 of 6)
III. Key Audit Matters - continued
1. Subsequent measurement of long-term equity investments in associates - continued
Principal audit procedures we performed for the above key audit matter are as follows:
(1) Understood the certified public accountants of major associates and evaluated their
independence and professional competence;
(2) Identified and assessed the risk of material misstatement in the financial statements of the major
associates from the perspective of auditing the consolidated financial statements of theCompany by reading the financial statements of the major associates and discussing with themanagement about the financial performance of the major associates and the significantjudgments and estimates made in the preparation of the financial statements;
(3) Discussed with the component certified public accountants of the major associates about their
assessment of the component audit risk, the identification of key audit areas and theimplementation of the corresponding audit procedures to evaluate whether the audit of thecomponent certified public accountants was appropriate;
(4) Verified whether the accounting policies and accounting periods adopted by the major
associates were consistent with those of the Company. If not, checked whether the financialstatements of the major associates have been adjusted according to the accounting policies andaccounting periods of the Company, and recognized the amount of investment income underequity method on that basis.
2. Goodwill impairment
As disclosed in Note (VIII) 22 to the consolidated financial statements, as at 31 December 2022, thegoodwill presented in the consolidated financial statements of the Company is RMB 6,411,426,891.09.The management of the Company uses the net amount of fair value less costs of disposal or the presentvalue of the estimated future cash flows to determine the recoverable amount of the relevant assetgroup when testing the goodwill for impairment, of which the fair value assessment is based on themarket approach, and the forecast of future cash flows and the calculation of the present value includekey assumptions, such as growth rate and discount rate. We determine goodwill impairment as a keyaudit matter of the consolidated financial statements due to the significant amount of goodwill and thatthe management needs to make significant judgments and estimates when conducting goodwillimpairment testing.
- 3 -
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 3 of 6)
III. Key Audit Matters - continued
2. Goodwill impairment - continued
Principal audit procedures we performed for the above key audit matter are as follows:
(1) Assessed the reasonableness of the division of asset group and combination of asset group made
by the management;
(2) Referred to the industry practice to assess whether the management's approach in cash flow
forecast was appropriate and whether the assumptions used were reasonable;
(3) Compared the data used in cash flow forecast with historical data and budget data approved by
the management, and assessed the reasonableness of the data used;
(4) Compared the growth rate of the business volume in the forecast period with the growth rate of
the historical business volume and evaluated its reasonableness;
(5) Understood the basis adopted by the management to determine the growth rate of the business
in the subsequent forecast period and assessed its reasonableness;
(6) Assessed the reasonableness of the discount rate adopted by the management in combination
with market risk-free interest rates, risk factors, etc.;
(7) Used the work of internal evaluation experts to evaluate the appropriateness of the
management's method to assess the recoverable amount of the asset group, and evaluate thereasonableness of the discount rate used by the management in predicting the present value ofcash flows and the growth rate of the subsequent forecast period;
(8) Reviewed whether the calculation of the present value of future cash flows was correct;
(9) Assessed whether the method used to determine the fair value less costs of disposal was
appropriate;
(10) Assessed the adequacy and appropriateness of the disclosure of goodwill impairment testing.
IV. Other Information
The management of the Company is responsible for the other information. The other informationcomprises the information included in the 2022 annual report, but does not include the consolidatedfinancial statements and our auditor's report.
Our opinion on the financial statements does not cover the other information and we do not expressany form of assurance conclusion.
- 4 -
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 4 of 6)
IV. Other Information - continued
In combination with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.
If, based on the audit work performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
V. Responsibilities of the Management and Those Charged with Governance for the
Financial Statements
The management of the Company is responsible for the preparation of the financial statements thatgive a true and fair view in accordance with Accounting Standards for Business Enterprises, and forthe design, performance and maintenance of such internal control that is necessary to enable that thepreparation of financial statements are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless the management either intends to liquidate theCompany or to cease operations, or has no realistic alternative but to do so.
These charged with governance are responsible for overseeing the Company's financial reportingprocess.
VI. Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes anaudit opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an auditconducted in accordance with China Standards on Auditing will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.
As part of an audit in accordance with China Standards on Auditing, we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
- 5 -
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 5 of 6)
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
(1) Identified and assessed the risks of material misstatement of the financial statements, whether
due to fraud or error, designed and performed audit procedures responsive to those risks, andobtained audit evidence that was sufficient and appropriate to form our opinion. The risk of notdetecting a material misstatement resulting from fraud was higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control.
(2) Understood audit-related internal control in order to design audit procedures that were
appropriate in the circumstances.
(3) Evaluated the appropriateness of accounting policies applied and the reasonableness of
accounting estimates and related disclosures made by the management.
(4) Concluded on the appropriateness of the management' application of the going concern basis of
accounting. Based on audit evidence obtained, concluded on whether the material uncertainty ofevents or conditions that may cast significant doubt on the Company's ability to continue as agoing concern existed. If we concluded that a material uncertainty existed, we were required todraw attention in our auditor's report to the related disclosures in the financial statements or tomodify our opinion, if such disclosures were inadequate. Our conclusions were based on theaudit evidence obtained up to the date of our auditor's report. However, future events orconditions may cause the Company to cease to continue as a going concern.
(5) Evaluated the overall presentation (including the disclosures), structure and content of the
financial statements, and whether the financial statements represented the underlyingtransactions and events in a manner that achieved fair presentation.
(6) Obtained sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Company to express an opinion on the financial statements. Wewere responsible for the direction, supervision and performance of the group audit. Weremained solely responsible for our audit opinion.
We communicated with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identified during our audit.
We also provided those charged with governance with a statement that we had complied with relevantethical requirements of independence, and communicated with those charged with governance over allrelationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.
- 6 -
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 6 of 6)
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
From the matters communicated with those charged with governance, we determined those mattersthat were of most significance in the audit of the financial statements of the current year and weretherefore the key audit matters. We described these matters in our auditor's report unless law orregulation precluded public disclosure about the matter or when, in extremely rare circumstances, wedetermined that a matter should not be addressed in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Deloitte Touche Tohmatsu CPA LLP Chinese Certified Public Accountant(Engagement Partner)Shanghai, China
Li Weihua
Chinese Certified Public Accountant
Wang Hongmei
31 March 2023
The auditor's report and the accompanying financial statements are English translations of the Chinese auditor's reportand statutory financial statements prepared under accounting principles and practices generally accepted in the People'sRepublic of China. These financial statements are not intended to present the financial position and results of operationsand cash flows in accordance with accounting principles and practices generally accepted in other countries andjurisdictions. In case the English version does not conform to the Chinese version, the Chinese version prevails.
- 7 -
AT 31 DECEMBER 2022
Consolidated Balance Sheet
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | Notes | 31/12/2022 | 31/12/2021 |
| Current Assets: | |||
| Cash and bank balances | (VIII)1 | 13,615,928,739.40 | 12,772,349,406.77 |
| Held-for-trading financial assets | (VIII)2 | 2,998,781,599.63 | 6,921,831,502.55 |
| Notes receivable | (VIII)3 | 36,395,000.00 | 6,081,611.95 |
| Accounts receivable | (VIII)4 | 1,276,149,689.44 | 1,320,577,577.81 |
| Receivables financing | (VIII)5 | 163,766,913.10 | 238,429,402.71 |
| Prepayments | (VIII)6 | 63,627,425.42 | 51,606,794.20 |
| Other receivables | (VIII)7 | 948,842,094.30 | 696,276,595.87 |
| Inventories | (VIII)8 | 225,122,821.48 | 194,920,136.12 |
| Assets held-for-sale | (VIII)9 | - | 337,442,757.28 |
| Non-current assets due within one year | (VIII)10 | 902,225,293.93 | 102,356,461.97 |
| Other current assets | (VIII)11 | 185,903,140.53 | 339,684,297.41 |
| Total current assets | 20,416,742,717.23 | 22,981,556,544.64 | |
| Non-current Assets: | |||
| Long-term receivables | (VIII)12 | 5,661,327,499.07 | 6,162,713,861.02 |
| Long-term equity investments | (VIII)13 | 92,364,293,919.05 | 70,353,451,824.52 |
| Investments in other equity instruments | (VIII)14 | 171,945,275.02 | 180,251,798.43 |
| Other non-current financial assets | (VIII)15 | 1,745,740,896.41 | 809,515,244.87 |
| Investment properties | (VIII)16 | 5,123,690,119.56 | 5,298,238,414.88 |
| Fixed assets | (VIII)17 | 32,033,326,083.50 | 31,710,513,230.29 |
| Construction in progress | (VIII)18 | 2,413,844,407.64 | 2,557,584,953.92 |
| Right-of-use assets | (VIII)19 | 9,342,642,222.33 | 8,743,077,542.19 |
| Intangible assets | (VIII)20 | 19,277,065,115.61 | 18,475,412,380.93 |
| Development expenditure | (VIII)21 | 17,412,196.16 | 82,391,225.85 |
| Goodwill | (VIII)22 | 6,411,426,891.09 | 6,024,160,942.07 |
| Long-term prepaid expenses | (VIII)23 | 986,356,904.90 | 975,994,541.52 |
| Deferred tax assets | (VIII)24 | 372,927,261.40 | 398,145,710.84 |
| Other non-current assets | (VIII)25 | 1,186,789,378.79 | 1,231,092,952.69 |
| Total non-current assets | 177,108,788,170.53 | 153,002,544,624.02 | |
| TOTAL ASSETS | 197,525,530,887.76 | 175,984,101,168.66 |
- 8 -
AT 31 DECEMBER 2022
Consolidated Balance Sheet - continued
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | Notes | 31/12/2022 | 31/12/2021 |
| Current liabilities: | |||
| Short-term borrowings | (VIII)26 | 7,164,338,366.18 | 13,651,452,805.36 |
| Notes payable | (VIII)27 | - | 1,895,987.17 |
| Accounts payable | (VIII)28 | 811,149,397.66 | 843,820,438.51 |
| Receipts in advance | (VIII)29 | 9,886,531.59 | 9,313,166.01 |
| Contract liabilities | (VIII)30 | 141,899,551.03 | 196,784,525.26 |
| Employee benefits payable | (VIII)31 | 936,834,718.13 | 820,416,415.47 |
| Taxes payable | (VIII)32 | 917,933,169.09 | 2,162,719,251.68 |
| Other payables | (VIII)33 | 1,755,885,258.26 | 2,140,108,341.08 |
| Non-current liabilities due within one year | (VIII)34 | 11,641,223,688.95 | 8,268,209,284.17 |
| Other current liabilities | (VIII)35 | 3,161,147,525.96 | 2,158,497,775.85 |
| Total current liabilities | 26,540,298,206.85 | 30,253,217,990.56 | |
| Non-current Liabilities: | |||
| Long-term borrowings | (VIII)36 | 12,390,099,177.85 | 7,144,839,870.89 |
| Bonds payable | (VIII)37 | 19,088,293,099.02 | 16,670,872,414.14 |
| Including: Preferred shares | - | - | |
| Perpetual bonds | - | - | |
| Lease liabilities | (VIII)38 | 948,350,914.04 | 1,055,194,906.09 |
| Long-term payables | (VIII)39 | 3,551,315,590.31 | 3,422,179,366.40 |
| Long-term employee benefits payable | (VIII)40 | 639,095,931.43 | 588,681,492.63 |
| Provisions | (VIII)41 | 35,365,156.43 | 24,247,302.42 |
| Deferred income | (VIII)42 | 1,031,273,189.74 | 1,075,957,884.91 |
| Deferred tax liabilities | (VIII)24 | 4,853,271,307.86 | 4,550,417,470.61 |
| Other non-current liabilities | (VIII)43 | 186,383,117.00 | 163,065,578.53 |
| Total non-current liabilities | 42,723,447,483.68 | 34,695,456,286.62 | |
| TOTAL LIABILITIES | 69,263,745,690.53 | 64,948,674,277.18 | |
| Shareholders' equity: | |||
| Share capital | (VIII)44 | 2,499,074,661.00 | 1,922,365,124.00 |
| Capital reserve | (VIII)45 | 34,751,640,835.25 | 23,592,702,758.70 |
| Other comprehensive income | (VIII)46 | -691,536,248.44 | -890,125,318.18 |
| Special reserve | (VIII)47 | 26,358,259.97 | 9,184,429.12 |
| Surplus reserve | (VIII)48 | 1,001,917,449.15 | 961,182,562.00 |
| Unappropriated profit | (VIII)49 | 16,679,688,347.09 | 14,205,879,106.49 |
| Total equity attributable to shareholders of the Company | 54,267,143,304.02 | 39,801,188,662.13 | |
| Minority interests | 73,994,641,893.21 | 71,234,238,229.35 | |
| TOTAL SHAREHOLDERS' EQUITY | 128,261,785,197.23 | 111,035,426,891.48 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 197,525,530,887.76 | 175,984,101,168.66 |
The accompanying notes form part of the financial statements.
The financial statements were signed by the following:
Wang Xiufeng Tu Xiaoping Huang ShengchaoLegal Representative Chief Financial Officer Head of Accounting Department
- 9 -
AT 31 DECEMBER 2022
Balance Sheet of the Company
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | Notes | 31/12/2022 | 31/12/2021 |
| Current Assets: | |||
| Cash and bank balances | 3,333,936,587.44 | 2,913,761,567.31 | |
| Held-for-trading financial assets | 1,502,601,369.86 | 4,355,978,026.30 | |
| Other receivables | (XVIII) 1 | 2,749,637,755.23 | 1,256,742,971.01 |
| Other current assets | 7,774,206.30 | 3,799,849.79 | |
| Total current assets | 7,593,949,918.83 | 8,530,282,414.41 | |
| Non-current Assets: | |||
| Long-term receivables | 9,240,200.34 | 8,447,395.74 | |
| Long-term equity investments | (XVIII) 2 | 53,433,613,471.49 | 38,632,541,293.73 |
| Investments in other equity instruments | 144,700,378.28 | 154,017,984.69 | |
| Other non-current financial assets | 950,321,309.06 | - | |
| Fixed assets | 28,826,135.19 | 1,684,450.22 | |
| Construction in progress | 15,435,512.32 | 8,714,886.98 | |
| Intangible assets | 50,303,126.12 | 53,886,017.45 | |
| Development expenditure | 6,219,670.14 | - | |
| Long-term prepaid expenses | 873,700.49 | 1,223,180.69 | |
| Deferred tax assets | 928,465.21 | 1,846,793.34 | |
| Total non-current assets | 54,640,461,968.64 | 38,862,362,002.84 | |
| TOTAL ASSETS | 62,234,411,887.47 | 47,392,644,417.25 | |
| Current Liabilities: | |||
| Short-term borrowings | - | 6,606,500,555.58 | |
| Employee benefits payable | 38,763,907.88 | 36,196,999.78 | |
| Taxes payable | 1,251,923.17 | 166,072,684.93 | |
| Other payables | 373,569,651.65 | 1,136,030,015.25 | |
| Non-current liabilities due within one year | 2,146,233,151.54 | 82,735,342.45 | |
| Other current liabilities | 3,017,713,424.64 | 2,007,042,725.30 | |
| Total current liabilities | 5,577,532,058.88 | 10,034,578,323.29 | |
| Non-current Liabilities: | |||
| Long-term borrowings | 4,988,000,000.00 | - | |
| Bonds payable | 8,000,000,000.00 | 4,000,000,000.00 | |
| Provisions | - | 1,003,584.24 | |
| Deferred tax liabilities | 41,622,256.05 | 44,515,821.76 | |
| Total non-current liabilities | 13,029,622,256.05 | 4,045,519,406.00 | |
| TOTAL LIABILITIES | 18,607,154,314.93 | 14,080,097,729.29 | |
| SHAREHOLDERS' EQUITY | |||
| Share capital | 2,499,074,661.00 | 1,922,365,124.00 | |
| Capital reserve | 37,749,723,642.07 | 27,594,079,596.13 | |
| Other comprehensive income | 99,525,686.03 | 105,412,294.52 | |
| Surplus reserve | 1,001,917,449.15 | 961,182,562.00 | |
| Unappropriated profit | 2,277,016,134.29 | 2,729,507,111.31 | |
| TOTAL SHAREHOLDERS' EQUITY | 43,627,257,572.54 | 33,312,546,687.96 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 62,234,411,887.47 | 47,392,644,417.25 |
The accompanying notes form part of the financial statements.
- 10 -
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated Income Statement
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Notes | 2022 | 2021 |
| I. Operating income | (VIII)50 | 16,230,489,127.55 | 15,283,808,174.60 |
| Less: Operating costs | (VIII)50 | 9,650,461,712.94 | 9,046,836,182.49 |
| Taxes and surcharges | (VIII)51 | 282,249,473.46 | 191,974,244.31 |
| Administrative expenses | (VIII)52 | 1,765,094,736.51 | 1,729,160,558.50 |
| Research and development expenses | 287,706,178.70 | 217,905,635.67 | |
| Financial expenses | (VIII)53 | 2,258,713,672.42 | 1,545,338,597.29 |
| Including: Interest expenses | 2,225,162,805.79 | 1,909,848,615.00 | |
| Interest income | 469,834,098.05 | 377,563,874.49 | |
| Add: Other income | (VIII)54 | 241,648,070.42 | 363,245,161.08 |
| Investment income | (VIII)55 | 7,377,655,506.33 | 6,636,949,510.91 |
| Including: Income from investments in associates and joint ventures | (VIII)55 | 7,185,182,148.75 | 6,290,957,480.59 |
| Gains (Losses) from changes in fair value | (VIII)56 | -129,033,650.11 | 221,242,275.17 |
| Gains (Losses) from impairment of credit | (VIII)57 | -223,473,576.55 | -252,953,617.50 |
| Gains (Losses) from impairment of assets | (VIII)58 | -22,159,020.20 | -420,492,515.75 |
| Gains on disposal of assets | (VIII)59 | 55,130,095.52 | 35,576,459.42 |
| II. Operating profit | 9,286,030,778.93 | 9,136,160,229.67 | |
| Add: Non-operating income | (VIII)60 | 279,274,452.77 | 43,467,537.50 |
| Less: Non-operating expenses | (VIII)61 | 220,442,254.68 | 95,528,693.11 |
| III. Gross profit | 9,344,862,977.02 | 9,084,099,074.06 | |
| Less: Income tax expenses | (VIII)62 | 1,113,179,679.35 | 1,429,093,084.31 |
| IV. Net profit | 8,231,683,297.67 | 7,655,005,989.75 | |
| (I) Categorized by continuity of operation | |||
| 1. Net profit from continuing operation | 8,231,683,297.67 | 7,655,005,989.75 | |
| 2. Net profit from discontinued operation | |||
| (II) Categorized by attribution of ownership | |||
| 1. Net profit attributable to shareholders of the Company | 3,337,446,222.82 | 2,685,829,204.07 | |
| 2. Profit or loss attributable to minority shareholders | 4,894,237,074.85 | 4,969,176,785.68 | |
| V. Other comprehensive income, net of tax | (VIII) 64 | 1,623,526,873.00 | -711,791,683.91 |
| Other comprehensive income attributable to shareholders of the Company, net of tax | 206,102,739.65 | -61,106,763.50 | |
| (I) Other comprehensive income that will not be reclassified to profit or loss | -22,706,023.29 | -316,112.17 | |
| 1. Changes from remeasurement of the defined benefit plan | -12,793,128.73 | -8,714,853.33 | |
| 2. Other comprehensive income that cannot be reclassified to profit or loss under the equity method | -11,550,762.02 | 9,495,957.95 | |
| 3. Changes in fair value of investments in other equity instruments | 1,637,867.46 | -1,097,216.79 | |
| (II) Other comprehensive income that will be reclassified subsequently to profit or loss | 228,808,762.94 | -60,790,651.33 | |
| 1. Other comprehensive income that can be reclassified to profit or loss under the equity method | -110,193,707.53 | 20,160,707.37 | |
| 2. Translation differences of financial statements denominated in foreign currencies | 339,002,470.47 | -80,951,358.70 | |
| Other comprehensive income attributable to minority interests, net of tax | 1,417,424,133.35 | -650,684,920.41 | |
| VI. Total comprehensive income attributable to: | 9,855,210,170.67 | 6,943,214,305.84 | |
| Shareholders of the Company | 3,543,548,962.47 | 2,624,722,440.57 | |
| Minority shareholders | 6,311,661,208.20 | 4,318,491,865.27 | |
| VII. Earnings per share | |||
| (I) Basic earnings per share | 1.61 | 1.40 | |
| (II) Diluted earnings per share | 1.61 | 1.40 |
The accompanying notes form part of the financial statements.
- 11 -
FOR THE YEAR ENDED 31 DECEMBER 2022
Income Statement of the Company
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Notes | 2022 | 2021 |
| I. Operating income | (XVIII) 3 | 3,669,891.36 | 2,642,001.75 |
| Less: Operating costs | (XVIII) 3 | 2,276,202.60 | 2,265,959.45 |
| Taxes and surcharges | 1,126,365.82 | 844,763.45 | |
| Administrative expenses | 154,023,617.71 | 149,779,423.73 | |
| Research and development expenses | 15,151,413.80 | - | |
| Financial expenses | 361,633,510.16 | 197,780,513.57 | |
| Including: Interest expenses | 491,933,634.55 | 247,594,446.06 | |
| Interest income | 144,120,475.54 | 58,523,130.29 | |
| Add: Other income | 499,438.35 | 129,405.22 | |
| Investment income | (XVIII) 4 | 1,053,614,451.09 | 1,596,809,225.29 |
| Including: Income from investments in associates and joint ventures | (XVIII) 4 | 384,257,363.02 | 226,225,111.65 |
| Gains (Losses) from changes in fair value | -125,383,212.19 | 5,978,026.30 | |
| Gains from disposal of assets | 237,727.99 | - | |
| II. Operating profit | 398,427,186.51 | 1,254,887,998.36 | |
| Add: Non-operating income | 545,089.04 | 430,740.39 | |
| Less: Non-operating expenses | 18.84 | ||
| III. Gross profit | 398,972,256.71 | 1,255,318,738.75 | |
| Less: Income tax expenses | -8,376,614.77 | 168,246,527.86 | |
| IV. Net profit | 407,348,871.48 | 1,087,072,210.89 | |
| V. Other comprehensive income, net of tax | 1,625,433.48 | -123,927.98 | |
| (I) Other comprehensive income that cannot be reclassified to profit or loss | 1,391,486.75 | -2,225,208.98 | |
| 1. Changes from remeasurement of the defined benefit plan | - | - | |
| 2. Other comprehensive income that cannot be reclassified to profit or loss under the equity method | 27,649.59 | -1,030,575.00 | |
| 3. Changes in fair value of investments in other equity instruments | 1,363,837.16 | -1,194,633.98 | |
| (II) Other comprehensive income that will be reclassified to profit or loss | 233,946.73 | 2,101,281.00 | |
| 1. Other comprehensive income that can be reclassified to profit or loss under the equity method | 233,946.73 | 2,101,281.00 | |
| 2. Translation differences of financial statements denominated in foreign currencies | - | - | |
| VI. Total comprehensive income | 408,974,304.96 | 1,086,948,282.91 |
The accompanying notes form part of the financial statements.
- 12 -
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated Cash Flow Statement
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Notes | 2022 | 2021 |
| I. Cash Flows from Operating Activities: | |||
| Cash receipts from sales of goods and rendering of services | 16,547,850,742.82 | 15,567,101,995.95 | |
| Receipts of tax refunds | 239,426,543.45 | 142,122,022.96 | |
| Other cash receipts relating to operating activities | (VIII) 65(1) | 1,141,794,925.33 | 1,023,728,271.31 |
| Sub-total of cash inflows | 17,929,072,211.60 | 16,732,952,290.22 | |
| Cash payments for goods purchased and services received | 4,790,513,865.61 | 4,395,758,133.61 | |
| Cash payments to and on behalf of employees | 3,612,535,626.78 | 3,313,989,844.94 | |
| Payments of various types of taxes | 1,579,320,175.46 | 1,637,763,934.22 | |
| Other cash payments relating to operating activities | (VIII) 65(2) | 1,026,325,153.40 | 875,113,806.97 |
| Sub-total of cash outflows | 11,008,694,821.25 | 10,222,625,719.74 | |
| Net Cash Flows from Operating Activities | (VIII) 66(1) | 6,920,377,390.35 | 6,510,326,570.48 |
| II. Cash Flows from Investing Activities: | |||
| Cash receipts from disposal and recovery of investments | 40,894,899,081.53 | 17,047,342,468.86 | |
| Cash receipts from investments income | 2,429,981,136.20 | 2,956,256,663.23 | |
| Net cash receipts from disposal of fixed assets, intangible assets and other long-term assets | 13,812,483.21 | 76,761,096.56 | |
| Other cash receipts relating to investing activities | (VIII) 65(3) | 295,064,509.34 | 437,156,571.09 |
| Sub-total of cash inflows | 43,633,757,210.28 | 20,517,516,799.74 | |
| Cash payments to acquire or construct fixed assets, intangible assets and other long-term assets | 2,133,837,244.47 | 2,235,972,958.53 | |
| Cash payments to acquire investments | 54,509,066,114.35 | 22,831,319,242.28 | |
| Other cash payments relating to investing activities | (VIII) 65(5) | 954,802,482.30 | 22,232,300.95 |
| Sub-total of cash outflows | 57,597,705,841.12 | 25,089,524,501.76 | |
| Net Cash Flows from Investing Activities | -13,963,948,630.84 | -4,572,007,702.02 | |
| III. Cash Flows from Financing Activities: | |||
| Cash receipts from capital contributions | 10,642,126,434.50 | 1,960,000.00 | |
| Including: Cash receipts from capital contributions from minority shareholders of subsidiaries | - | 1,960,000.00 | |
| Cash receipts from borrowings | 29,859,438,534.05 | 17,088,797,909.66 | |
| Cash receipts from issue of bonds | 19,248,308,650.00 | 9,797,840,000.00 | |
| Other cash receipts relating to financing activities | (VIII) 65(6) | 56,303,169.80 | - |
| Sub-total of cash inflows | 59,806,176,788.35 | 26,888,597,909.66 | |
| Cash repayments of borrowings | 46,432,911,425.29 | 23,334,671,577.97 | |
| Cash payments for distribution of dividends or profits or settlement of interest expenses | 4,732,910,153.42 | 4,000,078,191.43 | |
| Including: Payments for distribution of dividends or profits to minority shareholders of subsidiaries | 1,900,086,012.38 | 1,600,821,550.56 | |
| Other cash payments relating to financing activities | (VIII) 65(7) | 1,124,116,740.35 | 503,530,516.74 |
| Sub-total of cash outflows | 52,289,938,319.06 | 27,838,280,286.14 | |
| Net Cash Flows from Financing Activities | 7,516,238,469.29 | -949,682,376.48 | |
| IV. Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents | 367,287,004.46 | -159,899,580.91 | |
| V. Net Increase in Cash and Cash Equivalents | 839,954,233.26 | 828,736,911.07 | |
| Add: Opening balance of cash and cash equivalents | (VIII) 66(2) | 12,727,355,238.36 | 11,898,618,327.29 |
| VI. Closing Balance of Cash and Cash Equivalents | (VIII) 66(2) | 13,567,309,471.62 | 12,727,355,238.36 |
The accompanying notes form part of the financial statements.
- 13 -
FOR THE YEAR ENDED 31 DECEMBER 2022
Cash Flow Statement of the Company
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Notes | 2022 | 2021 |
| I. Cash Flows from Operating Activities: | |||
| Cash receipts from sales of goods and rendering of services | - | 979,698.05 | |
| Other cash receipts relating to operating activities | 108,295,282.75 | 235,966,260.63 | |
| Sub-total of cash inflows | 108,295,282.75 | 236,945,958.68 | |
| Cash payments for goods purchased and services received | 86,280.54 | 40,000.00 | |
| Cash payments to and on behalf of employees | 102,305,409.21 | 97,250,483.46 | |
| Payments of various types of taxes | 162,077,694.07 | 210,087,464.31 | |
| Other cash payments relating to operating activities | 64,738,420.24 | 258,672,489.54 | |
| Sub-total of cash outflows | 329,207,804.06 | 566,050,437.31 | |
| Net Cash Flows from Operating Activities | -220,912,521.31 | -329,104,478.63 | |
| II. Cash Flows from Investing Activities: | |||
| Cash receipts from disposal and recovery of investments | 33,317,450,238.74 | 10,580,000,000.00 | |
| Cash receipts from investment income | 770,719,728.64 | 617,411,256.40 | |
| Net cash receipts from disposal of fixed assets, intangible assets and other long-term assets | 1,002,668.00 | - | |
| Other cash receipts relating to investing activities | 50,285,632.68 | 340,000,000.00 | |
| Sub-total of cash inflows | 34,139,458,268.06 | 11,537,411,256.40 | |
| Cash payments to acquire or construct fixed assets, intangible assets and other long-term assets | 42,642,426.69 | 7,311,253.87 | |
| Cash payments to acquire investments | 45,942,721,212.13 | 14,416,331,314.09 | |
| Other cash payments relating to investing activities | 1,523,809,248.36 | 588,583,691.07 | |
| Sub-total of cash outflows | 47,509,172,887.18 | 15,012,226,259.03 | |
| Net Cash Flows from Investing Activities | -13,369,714,619.12 | -3,474,815,002.63 | |
| III. Cash Flows from Financing Activities: | |||
| Cash receipts from capital contributions | 10,642,126,434.50 | - | |
| Cash receipts from borrowings | 9,171,668,674.85 | 7,600,000,000.00 | |
| Cash receipts from issue of bonds | 16,000,000,000.00 | 9,797,840,000.00 | |
| Other cash receipts relating to financing activities | 6,303,169.80 | 915,000,000.00 | |
| Sub-total of cash inflows | 35,820,098,279.15 | 18,312,840,000.00 | |
| Cash repayments of borrowings | 20,529,408,504.85 | 11,381,742,457.36 | |
| Cash payments for distribution of dividends or profits or settlement of interest expenses | 1,257,422,374.13 | 965,552,501.17 | |
| Other cash payments relating to financing activities | 23,179,821.90 | 1,274,938.84 | |
| Sub-total of cash outflows | 21,810,010,700.88 | 12,348,569,897.37 | |
| Net Cash Flows from Financing Activities | 14,010,087,578.27 | 5,964,270,102.63 | |
| IV. Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents | 714,582.29 | -179,610.83 | |
| V. Net Increase in Cash and Cash Equivalents | 420,175,020.13 | 2,160,171,010.54 | |
| Add: Opening balance of cash and cash equivalents | 2,913,761,567.31 | 753,590,556.77 | |
| VI. Closing Balance of Cash and Cash Equivalents | 3,333,936,587.44 | 2,913,761,567.31 |
The accompanying notes form part of the financial statement
- 14 -
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated Statement of Changes in Shareholders' Equity
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 2022 | |||||||
| Equity attributable to shareholders of the Company | Minority interests | Total shareholders' equity | ||||||
| Share capital | Capital reserve | Other comprehensive income | Special reserve | Surplus reserve | Unappropriated profit | |||
| I. Closing balance of the preceding year | 1,922,365,124.00 | 23,592,702,758.70 | -890,125,318.18 | 9,184,429.12 | 961,182,562.00 | 14,205,879,106.49 | 71,234,238,229.35 | 111,035,426,891.48 |
| Add: Changes in accounting policies | - | - | - | - | - | - | - | - |
| Corrections of prior period errors | - | - | - | - | - | - | - | - |
| Business combination involving enterprises under common control | - | - | - | - | - | - | - | - |
| Others | - | - | - | - | - | - | - | - |
| II. Opening balance of the year | 1,922,365,124.00 | 23,592,702,758.70 | -890,125,318.18 | 9,184,429.12 | 961,182,562.00 | 14,205,879,106.49 | 71,234,238,229.35 | 111,035,426,891.48 |
| III. Changes for the year | 576,709,537.00 | 11,158,938,076.55 | 198,589,069.74 | 17,173,830.85 | 40,734,887.15 | 2,473,809,240.60 | 2,760,403,663.86 | 17,226,358,305.75 |
| (I) Total comprehensive income | - | - | 206,102,739.65 | - | - | 3,337,446,222.82 | 6,311,661,208.20 | 9,855,210,170.67 |
| (II) Owners' contributions and reduction in capital | 576,709,537.00 | 11,158,938,076.55 | - | - | - | - | -683,588,937.26 | 11,052,058,676.29 |
| 1. Ordinary shares contributed by shareholders | 576,709,537.00 | 10,055,823,793.40 | - | - | - | - | 971,135,730.31 | 11,603,669,060.71 |
| 2. Capital contribution from holders of other equity instruments | - | - | - | - | - | - | - | |
| 3. Share-based payment recognized in shareholders' equity | - | -4,365,536.60 | - | - | - | - | -3,266,354.51 | -7,631,891.11 |
| 4. Others | - | 1,107,479,819.75 | - | - | - | - | -1,651,458,313.06 | -543,978,493.31 |
| (III) Profit distribution | - | - | - | - | 40,734,887.15 | -871,150,652.13 | -2,897,141,819.77 | -3,727,557,584.75 |
| 1. Transfer to surplus reserve | - | - | - | - | 40,734,887.15 | -40,734,887.15 | - | - |
| 2. Transfer to general risk reserve | - | - | - | - | - | - | - | - |
| 3. Distribution to shareholders | - | - | - | - | - | -826,617,003.32 | -2,698,588,539.77 | -3,525,205,543.09 |
| 4. Others | - | - | - | - | - | -3,798,761.66 | -198,553,280.00 | -202,352,041.66 |
| (IV) Transfers within shareholders' equity | - | - | -7,513,669.91 | - | - | 7,513,669.91 | - | - |
| 1. Capitalization of capital reserve | - | - | - | - | - | - | - | - |
| 2. Capitalization of surplus reserve | - | - | - | - | - | - | - | - |
| 3. Loss offset by surplus reserve | - | - | - | - | - | - | - | - |
| 4. Retained earnings carried forward from other comprehensive income | - | - | -7,513,669.91 | - | - | 7,513,669.91 | - | - |
| 5. Others | - | - | - | - | - | - | - | - |
| (V) Special reserve | - | - | - | 17,173,830.85 | - | - | 29,473,212.69 | 46,647,043.54 |
| 1. Transfer to special reserve in the year | - | - | - | 62,696,039.72 | - | - | 86,478,912.67 | 149,174,952.39 |
| 2. Amount utilized in the year | - | - | - | -45,522,208.87 | - | - | -57,005,699.98 | -102,527,908.85 |
| (VI) Others | - | - | - | - | - | - | - | - |
| IV. Closing balance of the year | 2,499,074,661.00 | 34,751,640,835.25 | -691,536,248.44 | 26,358,259.97 | 1,001,917,449.15 | 16,679,688,347.09 | 73,994,641,893.21 | 128,261,785,197.23 |
- 15 -
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated Statement of Changes in Shareholders' Equity - continued
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 2021 | |||||||
| Equity attributable to shareholders of the Company | Minority interests | Total shareholders' equity | ||||||
| Share capital | Capital reserve | Other comprehensive income | Special reserve | Surplus reserve | Unappropriated profit | |||
| I. Closing balance of the preceding year | 1,922,365,124.00 | 22,805,069,335.49 | -826,697,303.06 | 10,201,178.30 | 890,690,322.28 | 12,316,177,395.17 | 68,559,161,478.89 | 105,676,967,531.07 |
| Add: Changes in accounting policies | - | - | - | - | - | - | - | - |
| Corrections of prior period errors | - | - | - | - | - | - | - | - |
| Business combination involving enterprises under common control | - | 34,528,989.07 | - | - | - | 12,942,703.53 | 77,217,389.86 | 124,689,082.46 |
| Others | - | - | - | - | - | - | - | - |
| II. Opening balance of the year | 1,922,365,124.00 | 22,839,598,324.56 | -826,697,303.06 | 10,201,178.30 | 890,690,322.28 | 12,329,120,098.70 | 68,636,378,868.75 | 105,801,656,613.53 |
| III. Changes for the year | - | 753,104,434.14 | -63,428,015.12 | -1,016,749.18 | 70,492,239.72 | 1,876,759,007.79 | 2,597,859,360.60 | 5,233,770,277.95 |
| (I) Total comprehensive income | - | - | -61,106,763.50 | - | - | 2,685,829,204.07 | 4,318,491,865.27 | 6,943,214,305.84 |
| (II) Owners' contributions and reduction in capital | - | 753,104,434.14 | -1,033,518.86 | - | - | -1,588,932.52 | 143,222,332.57 | 893,704,315.33 |
| 1. Ordinary shares contributed by shareholders | - | - | - | - | - | - | - | - |
| 2. Capital contribution from holders of other equity instruments | - | - | - | - | - | - | - | - |
| 3. Share-based payment recognized in shareholders' equity | - | -139,669.02 | - | - | - | - | -656,323.25 | -795,992.27 |
| 4. Others | - | 753,244,103.16 | -1,033,518.86 | - | - | -1,588,932.52 | 143,878,655.82 | 894,500,307.60 |
| (III) Profit distribution | - | - | - | - | 70,492,239.72 | -808,768,996.52 | -1,864,400,984.46 | -2,602,677,741.26 |
| 1. Transfer to surplus reserve | - | - | - | - | 70,492,239.72 | -70,492,239.72 | - | - |
| 2. Transfer to general risk reserve | - | - | - | - | - | - | - | - |
| 3. Distribution to shareholders | - | - | - | - | - | -730,498,747.12 | -1,678,821,128.83 | -2,409,319,875.95 |
| 4. Others | - | - | - | - | - | -7,778,009.68 | -185,579,855.63 | -193,357,865.31 |
| (IV) Transfers within shareholders' equity | - | - | -1,287,732.76 | - | - | 1,287,732.76 | - | - |
| 1. Capitalization of capital reserve | - | - | - | - | - | - | - | - |
| 2. Capitalization of surplus reserve | - | - | - | - | - | - | - | - |
| 3. Loss offset by surplus reserve | - | - | - | - | - | - | - | - |
| 4. Others | - | - | -1,287,732.76 | - | - | 1,287,732.76 | - | - |
| (V) Special reserve | - | - | - | -1,016,749.18 | - | - | 546,147.22 | -470,601.96 |
| 1. Transfer to special reserve in the year | - | - | - | 48,296,277.57 | - | - | 52,595,662.54 | 100,891,940.11 |
| 2. Amount utilized in the year | - | - | - | -49,313,026.75 | - | - | -52,049,515.32 | -101,362,542.07 |
| (VI) Others | - | - | - | - | - | - | - | - |
| IV. Closing balance of the year | 1,922,365,124.00 | 23,592,702,758.70 | -890,125,318.18 | 9,184,429.12 | 961,182,562.00 | 14,205,879,106.49 | 71,234,238,229.35 | 111,035,426,891.48 |
The accompanying notes form part of the financial statements.
- 16 -
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company's Statement of Changes in Shareholders' Equity
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 2022 | ||||||
| Share capital | Capital reserve | Other comprehensive income | Special reserve | Surplus reserve | Unappropriated profit | Total shareholders' equity | |
| I. Closing balance of the preceding year | 1,922,365,124.00 | 27,594,079,596.13 | 105,412,294.52 | - | 961,182,562.00 | 2,729,507,111.31 | 33,312,546,687.96 |
| Add: Changes in accounting policies | - | - | - | - | - | - | - |
| Corrections of prior period errors | - | - | - | - | - | - | - |
| Others | - | - | - | - | - | - | - |
| II. Opening balance of the year | 1,922,365,124.00 | 27,594,079,596.13 | 105,412,294.52 | - | 961,182,562.00 | 2,729,507,111.31 | 33,312,546,687.96 |
| III. Changes for the year | 576,709,537.00 | 10,155,644,045.94 | -5,886,608.49 | - | 40,734,887.15 | -452,490,977.02 | 10,314,710,884.58 |
| (I) Total comprehensive income | - | - | 1,625,433.48 | - | - | 407,348,871.48 | 408,974,304.96 |
| (II) Owners' contributions and reduction in capital | 576,709,537.00 | 10,155,644,045.94 | - | - | - | - | 10,732,353,582.94 |
| 1. Ordinary shares contributed by shareholders | 576,709,537.00 | 10,055,823,793.40 | - | - | - | - | 10,632,533,330.40 |
| 2. Share-based payment recognized in shareholders' equity | - | -6,388,558.75 | - | - | - | - | -6,388,558.75 |
| 3. Others | - | 106,208,811.29 | - | - | - | - | 106,208,811.29 |
| (III) Profit distribution | - | - | - | - | 40,734,887.15 | -867,351,890.47 | -826,617,003.32 |
| 1. Transfer to surplus reserve | - | - | - | - | 40,734,887.15 | -40,734,887.15 | - |
| 2. Transfer to general risk reserve | - | - | - | - | - | - | - |
| 3. Distribution to shareholders | - | - | - | - | - | -826,617,003.32 | -826,617,003.32 |
| 4. Others | - | - | - | - | - | - | - |
| (IV) Transfers within shareholders' equity | - | - | -7,512,041.97 | - | - | 7,512,041.97 | - |
| 1. Capitalization of capital reserve | - | - | - | - | - | - | - |
| 2. Capitalization of surplus reserve | - | - | - | - | - | - | - |
| 3. Loss offset by surplus reserve | - | - | - | - | - | - | - |
| 4. Retained earnings carried forward from other comprehensive income | - | - | -7,512,041.97 | - | - | 7,512,041.97 | - |
| 5. Others | - | - | - | - | - | - | - |
| (V) Special reserve | - | - | - | - | - | - | - |
| 1. Transfer to special reserve in the year | - | - | - | - | - | - | - |
| 2. Amount utilized in the year | - | - | - | - | - | - | - |
| (VI) Others | - | - | - | - | - | - | - |
| IV. Closing balance of the year | 2,499,074,661.00 | 37,749,723,642.07 | 99,525,686.03 | - | 1,001,917,449.15 | 2,277,016,134.29 | 43,627,257,572.54 |
- 17 -
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company's Statement of Changes in Shareholders' Equity - continued
RMB
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 2021 | ||||||
| Share capital | Capital reserve | Other comprehensive income | Special reserve | Surplus reserve | Unappropriated profit | Total shareholders' equity | |
| I. Closing balance of the preceding year | 1,922,365,124.00 | 27,591,847,402.73 | 105,536,222.50 | - | 890,690,322.28 | 2,442,510,245.26 | 32,952,949,316.77 |
| Add: Changes in accounting policies | - | - | - | - | - | - | - |
| Corrections of prior period errors | - | - | - | - | - | - | - |
| Others | - | - | - | - | - | - | - |
| II. Opening balance of the year | 1,922,365,124.00 | 27,591,847,402.73 | 105,536,222.50 | - | 890,690,322.28 | 2,442,510,245.26 | 32,952,949,316.77 |
| III. Changes for the year | - | 2,232,193.40 | -123,927.98 | - | 70,492,239.72 | 286,996,866.05 | 359,597,371.19 |
| (I) Total comprehensive income | - | - | -123,927.98 | - | - | 1,087,072,210.89 | 1,086,948,282.91 |
| (II) Owners' contributions and reduction in capital | - | 2,232,193.40 | - | - | - | 915,642.00 | 3,147,835.40 |
| 1. Ordinary shares contributed by shareholders | - | - | - | - | - | - | - |
| 2. Share-based payment recognized in shareholders' equity | - | -581,972.50 | - | - | - | - | -581,972.50 |
| 3. Others | - | 2,814,165.90 | - | - | - | 915,642.00 | 3,729,807.90 |
| (III) Profit distribution | - | - | - | - | 70,492,239.72 | -800,990,986.84 | -730,498,747.12 |
| 1. Transfer to surplus reserve | - | - | - | - | 70,492,239.72 | -70,492,239.72 | - |
| 2. Transfer to general risk reserve | - | - | - | - | - | ||
| 3. Distribution to shareholders | - | - | - | - | - | -730,498,747.12 | -730,498,747.12 |
| 4. Others | - | - | - | - | - | - | - |
| (IV) Transfers within shareholders' equity | - | - | - | - | - | - | - |
| 1. Capitalization of capital reserve | - | - | - | - | - | - | - |
| 2. Capitalization of surplus reserve | - | - | - | - | - | - | - |
| 3. Loss offset by surplus reserve | - | - | - | - | - | - | - |
| 4. Others | - | - | - | - | - | - | - |
| (V) Special reserve | - | - | - | - | - | - | - |
| 1. Transfer to special reserve in the year | - | - | - | - | - | - | - |
| 2. Amount utilized in the year | - | - | - | - | - | - | - |
| (VI) Others | - | - | - | - | - | - | - |
| IV. Closing balance of the year | 1,922,365,124.00 | 27,594,079,596.13 | 105,412,294.52 | - | 961,182,562.00 | 2,729,507,111.31 | 33,312,546,687.96 |
The accompanying notes form part of the financial statements.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 18 -
(I) GENERAL INFORMATION OF THE COMPANY
China Merchants Port Group Co., Ltd. (hereinafter referred to as the "Company") is a stocklimited company incorporated in Shenzhen, Guangdong Province, on 16 January 1993.
The headquarters of the Company is located in Shenzhen, Guangdong Province. The Companyand its subsidiaries (collectively the "Group") are principally engaged in the rendering of portservice, bonded logistics service and other businesses such as property development andinvestment.
The Company's and consolidated financial statements have been approved by the Board ofDirectors on 31 March 2023.
See Note (X) "Equity in Other Entities" for details of the scope of consolidated financialstatements in the current year. See Note (IX) "Changes in Scope of Consolidation" for details ofchanges in the scope of consolidated financial statements in the current year.
(II) BASIS OF PREPARATION OF FINANCIAL STATEMENTS
Basis of preparation of financial statements
The Group has adopted the Accounting Standards for Business Enterprises ("ASBE") issued bythe Ministry of Finance ("MoF"). In addition, the Group has disclosed relevant financialinformation in accordance with Information Disclosure and Presentation Rules for CompaniesOffering Securities to the Public No. 15 - General Provisions on Financial Reporting (Revised in2014).
Going concern
As at 31 December 2022, the Group had total current liabilities in excess of total current assets ofRMB 6,123,555,489.62. As at 31 December 2022, the Group had available and unused line ofcredit and bonds amounting to RMB 74,112,485,433.51, which is greater than the balance of thenet current liabilities. The Group can obtain financial support from the available line of credit andbonds when needed. Therefore, the financial statements have been prepared on a going concernbasis.
(III) STATEMENT OF COMPLIANCE WITH THE ASBE
The financial statements of the Company have been prepared in accordance with ASBE, andpresent truly and completely, the Company's and consolidated financial position as at 31December 2022, and the Company's and consolidated results of operations and cash flows for theyear then ended.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 19 -
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
1. Accounting year
The Group has adopted the calendar year as its accounting year, e.g. from 1 January to 31December.
2. Operating cycle
An operating cycle refers to the period since when an enterprise purchases assets for processingpurpose till the realization of those assets in cash or cash equivalents. The Group is principallyengaged in the rendering of port service, bonded logistics service and other businesses such asproperty development and investment with one year being an operating cycle.
3. Functional currency
Renminbi ("RMB") is the currency of the primary economic environment in which the Companyand its domestic subsidiaries operate. Therefore, the Company and its domestic subsidiarieschoose RMB as their functional currency. The Company's overseas subsidiaries choose theirfunctional currencies on the basis of the primary economic environment in which they operate.The Company adopts RMB to prepare its financial statements.
4. Basis of accounting and principle of measurement
The Group has adopted the accrual basis of accounting. Except for certain financial instrumentswhich are measured at fair value, the Group adopts the historical cost as the principle ofmeasurement of the financial statements. Upon being restructured into a stock company, the fixedassets and intangible assets initially contributed by the state-owned shareholders are recognizedbased on the valuation amounts confirmed by the state-owned assets administration department.Where assets are impaired, provisions for asset impairment are made in accordance with therelevant requirements.
Where the historical cost is adopted as the measurement basis, assets are recorded at the amountof cash or cash equivalents paid or the fair value of the consideration given to acquire them at thetime of their acquisition. Liabilities are recorded at the amount of proceeds or assets received orthe contractual amounts for assuming the present obligation, or, at the amounts of cash or cashequivalents expected to be paid to settle the liabilities in the normal course of business.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in anorderly transaction between market participants at the measurement date, regardless of whetherthat price is directly observable or estimated using valuation technique. Fair value measurementand/or disclosure in the financial statements are determined according to the above basis.
In the measurement of non-financial assets at fair value, market participants' ability to best utilizesuch assets to generate most economic benefits, or the ability to sell such assets to other marketparticipants who are able to best utilize the assets to generate economic benefits is taken intoaccount.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 20 -
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
4. Basis of accounting and principle of measurement - continued
For financial assets of which transaction prices are the fair value on initial recognition, and ofwhich valuation technique involving unobservable input is used in subsequent measurement, thevaluation technique in the course of valuation is adjusted to enable the result of initial recognitionbased on the valuation technique equal to the transaction price.
Fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which theinputs to the fair value measurements are observable and the significance of the inputs to the fairvalue measurement in its entirety, which are described as follows:
? Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities thatthe entity can access at the measurement date;? Level 2 inputs are inputs, other than quoted prices included within Level 1, that are
observable for the asset or liability, either directly or indirectly; and? Level 3 inputs are unobservable inputs for the asset or liability.
5. Business combinations
Business combinations are classified into business combinations involving enterprises undercommon control and business combinations not involving enterprises under common control.
5.1 Business combinations involving enterprises under common control
A business combination involving enterprises under common control is a business combination inwhich all of the combining enterprises are ultimately controlled by the same party or parties bothbefore and after the combination, and that control is not transitory.
Assets and liabilities obtained shall be measured at their respective carrying amounts as recordedby the combining entities at the date of the combination. The difference between the carryingamount of the net assets obtained and the carrying amount of the consideration paid for thecombination is adjusted to the share premium in capital reserve. If the share premium is notsufficient to absorb the difference, any excess shall be adjusted against retained earnings.
Costs that are directly attributable to the combination are charged to profit or loss in the period inwhich they are incurred.
5.2 Business combinations not involving enterprises under common control and goodwill
A business combination not involving enterprises under common control is a businesscombination in which all of the combining enterprises are not ultimately controlled by the sameparty or parties before and after the combination.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
5. Business combinations - continued
5.2 Business combinations not involving enterprises under common control and goodwill -
continued
The cost of combination is the aggregate of the fair values, at the acquisition date, of the assetsgiven, liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange forcontrol of the acquiree. Where a business combination not involving enterprises under commoncontrol is achieved in stages that involve multiple transactions, the cost of combination is the sumof the consideration paid at the acquisition date and the fair value at the acquisition date of theacquirer's previously held interest in the acquiree. The intermediary expenses (fees in respect ofauditing, legal services, valuation and consultancy services, etc.) and other administrativeexpenses attributable to the business combination are recognized in profit or loss in the periodswhen they are incurred.
The acquiree's identifiable assets, liabilities and contingent liabilities acquired by the acquirer in abusiness combination that meet the recognition criteria shall be measured at fair value at theacquisition date.
When a business combination contract provides for the acquirer's recovery of considerationpreviously paid contingent on one or multiple future event(s), the Group recognizes the contingentconsideration provided in the contract as an asset, as part of the consideration transferred in thebusiness combination, and includes it in the cost of business combination at the fair value at theacquisition date. Within 12 months after the acquisition, where the contingent consideration needsto be adjusted as new or further evidences are obtained in respect of the circumstances existed atthe acquisition date, the adjustment shall be recognized and the amount originally recognized ingoodwill or non-operating income shall be adjusted. A change in or adjustment to the contingentconsideration under other circumstances shall be accounted for in accordance with AccountingStandards for Business Enterprise No. 22 - Financial Instruments: Recognition and Measurementand Accounting Standards for Business Enterprises No. 13 - Contingencies. Any change oradjustment is included in profit or loss for the current period.
Where the cost of combination exceeds the acquirer's interest in the fair value of the acquiree'sidentifiable net assets, the difference is treated as an asset and recognized as goodwill, which ismeasured at cost on initial recognition. Where the cost of combination is less than the acquirer'sinterest in the fair value of the acquiree's identifiable net assets, the acquirer reassesses themeasurement of the fair values of the acquiree's identifiable assets, liabilities and contingentliabilities and measurement of the cost of combination. If after that reassessment, the cost ofcombination is still less than the acquirer's interest in the fair value of the acquiree's identifiablenet assets, the acquirer recognizes the remaining difference immediately in profit or loss for thecurrent period.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
5. Business combinations - continued
5.2 Business combinations not involving enterprises under common control and goodwill - continued
If either the fair values of identifiable assets, liabilities and contingent liabilities acquired in acombination or the cost of business combination can be determined only provisionally by the endof the period in which the business combination was effected, the acquirer recognizes andmeasures the combination using those provisional values. Any adjustments to those provisionalvalues within twelve months after the acquisition date are treated as if they had been recognizedand measured on the acquisition date.
Goodwill arising from a business combination is measured at cost less accumulated impairmentlosses, and is presented separately in the consolidated financial statements.
For the purpose of impairment testing, goodwill is considered together with the related assetsgroups, i.e., goodwill is reasonably allocated to the related assets groups or each of assets groupsexpected to benefit from the synergies of the combination. In testing an assets group withgoodwill for impairment, an impairment loss is recognized if the recoverable amount of the assetsgroup or sets of assets groups (including goodwill) is less than its carrying amount. Theimpairment loss is firstly allocated to reduce the carrying amount of any goodwill allocated tosuch assets group or sets of assets groups, and then to the other assets of the group pro-rata on thebasis of the carrying amount of each asset (other than goodwill) in the group.
Recoverable amount is the higher of the fair value of an asset less cost of disposal and the presentvalue of estimated future cash flows.
The impairment loss of goodwill is recognized in profit or loss for the period and shall not bereversed in subsequent periods.
6. Consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis ofcontrol. Control exists when the investor has power over the investee; is exposed, or has rights, tovariable returns from its involvement with the investee; and has the ability to use its power overthe investee to affect its returns. The Group reassesses whether or not it controls an investee iffacts and circumstances indicate that there are changes in the above elements of the definition ofcontrol.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary andceases when the Group loses control of the subsidiary.
For a subsidiary already disposed of by the Group, the operating results and cash flows before thedate of disposal (the date when control is lost) are included in the consolidated income statementand consolidated cash flow statement, as appropriate.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
6. Consolidated financial statements - continued
For subsidiaries acquired through a business combination involving enterprises not undercommon control, the operating results and cash flows from the acquisition date (the date whencontrol is obtained) are included in the consolidated income statement and consolidated cash flowstatement, as appropriate.
No matter when the business combination occurs in the reporting period, subsidiaries acquiredthrough a business combination involving enterprises under common control or the party beingabsorbed under merger by absorption are included in the Group's scope of consolidation as if theyhad been included in the scope of consolidation from the date when they first came under thecommon control of the ultimate controlling party. Their operating results and cash flows from thedate when they first came under the common control of the ultimate controlling party are includedin the consolidated income statement and consolidated cash flow statement, as appropriate.
The significant accounting policies and accounting periods adopted by the subsidiaries aredetermined based on the uniform accounting policies and accounting periods set out by theCompany.
Where the accounting policies and accounting periods adopted by subsidiaries are inconsistentwith those of the Company, appropriate adjustments are made to the subsidiaries' financialstatements in accordance with the accounting policies of the Company.
All significant intra-group balances and transactions are eliminated on consolidation.
The portion of subsidiaries' equity that is not attributable to the Company is treated as minorityinterests and presented as "minority interests" in the consolidated balance sheet under the lineitem of shareholders' equity. The portion of net profits or losses of subsidiaries for the periodattributable to minority interests is presented as "minority interests" in the consolidated incomestatement under the line item of "net profit". The portion of comprehensive income of subsidiariesfor the period attributable to minority interests is presented as "total comprehensive incomeattributable to minority shareholders" in the consolidated income statement under the line item of"total comprehensive income".
When the amount of loss for the period attributable to the minority shareholders of a subsidiaryexceeds the minority shareholders' portion of the opening balance of owners' equity of thesubsidiary, the excess amount is still allocated against minority interests.
Acquisition of minority interests or disposal of interests in a subsidiary that does not result in theloss of control over the subsidiary is accounted for as equity transactions. The carrying amountsof the Company's interests and minority interests are adjusted to reflect the changes in theirrelative interests in the subsidiary. The difference between the amount by which the minorityinterests are adjusted and the fair value of the consideration paid or received is adjusted to capitalreserve. If the capital reserve is not sufficient to absorb the difference, the excess is adjustedagainst retained earnings.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
6. Consolidated financial statements - continued
For the stepwise acquisition of equity interest till acquiring control after a few transactions andleading to business combination not involving enterprises under common control, it shall be dealtwith based on whether it belongs to 'package deal': if it belongs to 'package deal', it will beaccounted for as a transactions to acquire control; if it does not belong to 'package deal', it will beaccounted for as a transaction to acquire control on acquisition date, and the fair value of acquiree'shares held before acquisition date will be revalued, and the difference between fair value andcarrying amount will be recognized in profit or loss of the current period; if acquiree' shares heldbefore acquisition date involve changes in other comprehensive income and other changes inowners' equity under equity method, it will be transferred to income of acquisition date.
When the Group loses control over a subsidiary due to disposal of equity investment or otherreasons, any retained interest is re-measured at its fair value at the date when control is lost. Thedifference between (i) the aggregate of the consideration received on disposal and the fair value ofany retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculatedfrom the acquisition date according to the original proportion of ownership interests is recognizedas investment income in the period in which control is lost, and the goodwill is offset accordingly.Other comprehensive income associated with investment in the former subsidiary is reclassified toinvestment income in the period in which control is lost.
When the Group loses control of a subsidiary in two or more arrangements (transactions), termsand conditions of the arrangements (transactions) and their economic effects are considered. Oneor more of the following indicate that the Group shall account for the multiple arrangements as a'package deal': (i) they are entered into at the same time or in contemplation of each other; (ii)they form a complete transaction designed to achieve an overall commercial effect; (iii) theoccurrence of one transaction is dependent on the occurrence of at least one other transaction; (iv)one transaction alone is not economically justified, but it is economically justified whenconsidered together with other transactions. Where the transactions of disposal of equityinvestments in a subsidiary until the loss of control are assessed as a package deal, thesetransactions are accounted for as one transaction of disposal of a subsidiary with loss of control.Before losing control, the difference of consideration received on disposal and the share of netassets of the subsidiary continuously calculated from acquisition date is recognized as othercomprehensive income. When losing control, the cumulated other comprehensive income istransferred to profit or loss of the period of losing control. If the transactions of disposal of equityinvestments in a subsidiary are not assessed as a package deal, these transactions are accountedfor as unrelated transactions.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
7. Joint arrangements
Joint arrangement refers to the arrangement jointly controlled by two or more than twoparticipants. The Group's joint arrangements have the following characteristics: (1) all theparticipants are restricted by the arrangement; (2) the arrangement is jointly controlled by two ormore than two participants. Any participant cannot control the arrangement separately and anyparticipant to the joint control of the arrangement can stop other participants or the group ofparticipants from the separate control over the arrangement.
Joint control refers to the joint control over an arrangement in accordance with relevantagreements and relevant activities of the arrangement shall be decided after the unanimousconsent by participants sharing the controlling rights.
There are two types of joint arrangements - joint operations and joint ventures. A joint operationis a joint arrangement whereby the parties that have joint control of the arrangement have rights tothe assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a jointarrangement whereby the parties that have joint control of the arrangement have rights to the netassets of the arrangement.
8. Cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cashequivalents are the Group's short-term (generally due within 3 months since the acquisition date),highly liquid investments that are readily convertible to known amounts of cash and which aresubject to an insignificant risk of changes in value.
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies
9.1 Transactions denominated in foreign currencies
A foreign currency transaction is recorded, on initial recognition, by applying the spot exchangerate on the date of the transaction.
At the balance sheet date, foreign currency monetary items are translated into functional currencyusing the spot exchange rates at the balance sheet date. Exchange differences arising from thedifferences between the spot exchange rates prevailing at the balance sheet date and those oninitial recognition or at the previous balance sheet date are recognized in profit or loss for theperiod, except that (1) exchange differences related to a specific-purpose borrowing denominatedin foreign currency that qualify for capitalization are capitalized as part of the cost of thequalifying asset during the capitalization period; (2) exchange differences related to hedginginstruments for the purpose of hedging against foreign currency risks are accounted for usinghedge accounting; (3) exchange differences arising from changes in the carrying amounts (otherthan the amortized cost) of monetary items at fair value through other comprehensive income arerecognized as other comprehensive income.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies - continued
9.1 Transactions denominated in foreign currencies - continued
When the consolidated financial statements include foreign operation(s), if there is foreigncurrency monetary item constituting a net investment in a foreign operation, exchange differencesarising from changes in exchange rates are recognized as "exchange differences arising fromtranslation of financial statements denominated in foreign currencies" in other comprehensiveincome, and in profit or loss for the period upon disposal of the foreign operation.
Foreign currency non-monetary items measured at historical cost are translated to the amounts infunctional currency at the spot exchange rates on the dates of the transactions; the amounts infunctional currency remain unchanged. Foreign currency non-monetary items measured at fairvalue are re-translated at the spot exchange rate on the date when the fair value is determined.Difference between the re-translated functional currency amount and the original functionalcurrency amount is treated as changes in fair value (including changes in exchange rate) and isrecognized in profit or loss or as other comprehensive income.
9.2 Translation of financial statements denominated in foreign currencies
For the purpose of preparing the consolidated financial statements, financial statements of aforeign operation are translated from the foreign currency into RMB using the following method:
assets and liabilities on the balance sheet are translated at the spot exchange rate prevailing at thebalance sheet date; shareholders' equity items except for unappropriated profit are translated at thespot exchange rates at the dates on which such items arose; all items in the income statement aswell as items reflecting the distribution of profits are translated at the average exchange rates ofthe accounting period of the consolidated financial statements; the opening balance ofunappropriated profit is the translated closing balance of the previous year's unappropriated profit;the closing balance of unappropriated profit is calculated and presented on the basis of eachtranslated income statement and profit distribution item. The difference between the translatedassets and the aggregate of liabilities and shareholders' equity items is recognized as othercomprehensive income and included in shareholders' equity.
Cash flows arising from a transaction in foreign currency and the cash flows of a foreignsubsidiary are translated at average exchange rate during the accounting period of consolidatedfinancial statements. The effect of exchange rate changes on cash and cash equivalents is regardedas a reconciling item and presented separately in the cash flow statement as "effect of exchangerate changes on cash and cash equivalents".
The closing balances and the comparative figures of previous year are presented at the translatedamounts in the previous year's financial statements.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies - continued
9.2 Translation of financial statements denominated in foreign currencies - continued
On disposal of the Group's entire interest in a foreign operation, or upon a loss of control over aforeign operation due to disposal of certain interest in it or other reasons, the Group transfers theaccumulated exchange differences arising from translation of financial statements of this foreignoperation attributable to the owners' equity of the Company and presented under othercomprehensive income, to profit or loss in the period in which the disposal occurs.
In case of a disposal of part equity investments or other reason leading to lower interestpercentage in foreign operations but does not result in the Group losing control over a foreignoperation, the exchange differences arising from the translation of foreign currency statementsrelated to this disposed part are re-attributed to minority interests and are not recognized in profitor loss. For partial disposals of equity interests in foreign operations which are associates or jointventures, the proportionate share of the accumulated exchange differences arising from translationof statements of foreign operations is reclassified to profit or loss.
10. Financial instruments
The Group recognizes a financial asset or a financial liability when it becomes a party to thecontractual provisions of the financial instrument.
For financial assets purchased or sold in regular ways, assets to be received and liabilities to beassumed are recognized on the transaction date or assets sold are derecognized on that date.
Financial assets and financial liabilities are initially measured at fair value. For financial assetsand financial liabilities at fair value through profit or loss, transaction costs are immediatelyrecognized in profit or loss. For other financial assets and financial liabilities, transaction costs areincluded in their initial recognized amounts. Upon initial recognition of contract assets, accountsreceivable and notes receivable that do not contain significant financing component or withoutconsidering the financing component included in the contract with a term not exceeding one yearunder the Accounting Standards for Business Enterprises No. 14 - Revenue ("RevenueStandards"), the Group adopts the transaction price as defined in the Revenue Standards for initialmeasurement.
The effective interest method is a method of calculating the amortized cost of a financial asset or afinancial liability and of allocating the interest income or interest expenses over the relevantaccounting periods.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
The effective interest rate is the rate that exactly discounts estimated future cash flows through theexpected life of the financial asset or financial liability to the gross carrying amount of thefinancial asset or to the amortized cost of the financial liability. When calculating the effectiveinterest rate, the Group estimates future cash flows considering all contractual terms of thefinancial asset or financial liability (such as repayment in advance, extension, call option or othersimilar options etc.) (without considering the expected credit losses).
The amortized cost of a financial asset or a financial liability is the amount of a financial asset or afinancial liability initially recognized net of principal repaid, plus or less the cumulative amortizedamount arising from amortization of the difference between the amount initially recognized andthe amount at the maturity date using the effective interest method, net of cumulative credit lossallowance (only applicable to financial assets).
10.1 Classification, recognition and measurement of financial assets
Subsequent to initial recognition, the Group's financial assets of various categories aresubsequently measured at amortized cost, at fair value through other comprehensive income or atfair value through profit or loss.
If the contractual terms of the financial asset give rise on specified dates to cash flows that aresolely payments of principal and interest on the principal amount outstanding, and the financialasset is held within a business model whose objective is achieved by collecting contractual cashflows, the Group classifies such financial asset as financial assets at amortized cost, which includecash and bank balances, notes receivable, accounts receivable, other receivables, debtinvestments, and long-term receivables etc.
If the contractual terms of the financial asset give rise on specified dates to cash flows that aresolely payments of principal and interest on the principal amount outstanding, and the financialasset is held within a business model whose objective is achieved by both collecting contractualcash flows and selling the financial asset, the Group classifies such financial asset as financialassets at FVTOCI. The accounts receivable and notes receivable classified as at FVTOCI uponacquisition are presented under receivables financing, while the remaining items due within oneyear (inclusive) upon acquisition are presented under other current assets. Other financial assets ofsuch type are presented as other debt investments if they are due after one year since theacquisition, or presented under non-current assets due within one year if they are due within oneyear (inclusive) since the balance sheet date.
On initial recognition, the Group may irrevocably designate non-trading equity instruments, otherthan contingent consideration recognized through business combination not involving enterprisesunder common control, as financial assets at FVTOCI on an individual basis. Such financialassets at FVTOCI are presented as investments in other equity instruments.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.1 Classification, recognition and measurement of financial assets - continued
A financial asset is classified as held for trading if one of the following conditions is satisfied:
? It has been acquired principally for the purpose of selling in the near term; or? On initial recognition, it is part of a portfolio of identified financial instruments that theGroup manages together and there is objective evidence that the Group has a recent actualpattern of short-term profit-taking; or? It is a derivative that is not a financial guarantee contract or designated and effective as ahedging instrument.
Financial assets measured at fair value through profit or loss ("FVTPL") include those classifiedas financial assets at FVTPL and those designated as financial assets at FVTPL.
? Financial assets not satisfying the criteria of classification as financial assets at amortizedcost and financial assets at FVTOCI are classified as financial assets at FVTPL.? Upon initial recognition, the Group may irrevocably designate the financial assets as atFVTPL if doing so eliminates or significantly reduces accounting mismatch.
Financial assets at FVTPL other than derivative financial assets are presented as financial assetsheld-for-trading. Financial assets with a maturity over one year since the balance sheet date (orwithout a fixed maturity) and expected to be held for over one year are presented under other non-current financial assets.
10.1.1 Financial assets measured at amortized cost
Financial assets measured at amortized cost are subsequently measured at amortized cost usingthe effective interest method. Gain or loss arising from impairment or derecognition is recognizedin profit or loss.
For financial assets measured at amortized cost, the Group recognizes interest income usingeffective interest method. The Group calculates and recognizes interest income through grosscarrying amount of financial assets multiplying effective interest rate, except for the followingcircumstances:
? For purchased or originated credit-impaired financial assets, the Group calculates and
recognizes the interest income based on amortized cost of the financial asset and theeffective interest rate through credit adjustment since initial recognition.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.1 Classification, recognition and measurement of financial assets - continued
10.1.2 Financial assets at FVTOCI
For financial assets classified as at FVTOCI, except for the impairment losses or gains and theinterest income and exchange losses or gains calculated using the effective interest method whichare included in profit or loss for the period, the changes in fair value are included in othercomprehensive income. The amounts included in profit or loss for each period are equivalent tothat as if the financial assets have been always measured at amortized cost. Upon derecognition,the accumulated gains or losses previously included in other comprehensive income aretransferred to profit or loss for the period.
Changes in fair value of non-trading equity instrument investments designated as financial assetsat FVTOCI are recognized in other comprehensive income, and the cumulative gains or lossespreviously recognized in other comprehensive income allocated to the part derecognized aretransferred and included in retained earnings. During the period in which the Group holds thenon-trading equity instruments, revenue from dividends is recognized in profit or loss for thecurrent period when (1) the Group has established the right of collecting dividends; (2) it isprobable that the associated economic benefits will flow to the Group; and (3) the amount ofdividends can be measured reliably.
10.1.3 Financial assets at FVTPL
Financial assets at FVTPL are subsequently measured at fair value. Gain or loss arising fromchanges in fair value and dividends and interest related to the financial assets are recognized inprofit or loss.
10.2 Impairment of financial instruments
For financial assets at amortized cost, financial assets classified as at FVTOCI, lease receivables,contract assets, loan commitments that are not financial liabilities at FVTPL, financial liabilitiesthat are not at FVTPL and financial guarantee contracts that are not qualified for derecognitiondue to the transfer of financial assets or financial liabilities arising from continuing involvementof the transferred financial assets, the Group accounts for the impairment and recognizes theprovision for losses on the basis of expected credit loss ("ECL").
For all contract assets, accounts receivable and notes receivable arising from transactionsregulated by Revenue Standards, and lease receivables arising from transactions regulated by theAccounting Standards for Business Enterprises No. 21 - Leases, the Group recognizes theprovision for losses at an amount equivalent to lifetime ECL.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
For other financial instruments (other than purchased or originated credit-impaired financialassets), the Group assesses the changes in credit risk since initial recognition of relevant financialinstruments at each balance sheet date. If the credit risk has increased significantly since initialrecognition of the financial instruments, the Group recognizes the provision for losses at anamount equivalent to lifetime ECL; if the credit risk has not increased significantly since initialrecognition of the financial instruments, the Group recognizes the provision for losses at anamount equivalent to 12-month ECL. The increase or reversal of credit loss provision for financialassets other than those classified as at FVTOCI is recognized as impairment loss or gain andincluded in profit or loss for the period. For financial assets classified as at FVTOCI, the creditloss provision is recognized in other comprehensive income and the impairment loss or gain isincluded in profit or loss for the period without reducing the carrying amount of the financialassets in the balance sheet.
Where the Group has measured the provision for losses at an amount equivalent to lifetime ECLof a financial instrument in prior accounting period, but the financial instrument no longersatisfies the criteria of significant increase in credit risk since initial recognition at the currentbalance sheet date, the Group recognizes the provision for losses of the financial instrument at anamount equivalent to 12-month ECL at the current balance sheet date, with any resulting reversalof provision for losses recognized as impairment gains in profit or loss for the period.
10.2.1 Significant increase of credit risk
The Group uses reasonable and supportable forward-looking information to assess whether thecredit risk has increased significantly since initial recognition by comparing the risk of a defaultoccurring on the financial instrument at the balance sheet date with the risk of a default occurringon the financial instrument at the date of initial recognition. For loan commitments and financialguarantee contracts, the date on which the Group becomes a party to the irrevocable commitmentis considered to be the date of initial recognition in the application of criteria related to thefinancial instrument for impairment.
In particular, the following information is taken into account when assessing whether credit riskhas increased significantly:
(1) Significant changes in internal price indicators resulting from changes in credit risk;
(2) Significant changes in the rates or other terms of an existing financial instrument if the
instrument was newly originated or issued at the balance sheet date (such as morestringent covenants, increased amounts of collateral or guarantees, or higher rate of return,etc.);
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.1 Significant increase of credit risk - continued
In particular, the following information is taken into account when assessing whether credit riskhas increased significantly: - continued
(3) Significant changes in the external market indicators of credit risk of the same financial
instrument or similar financial instruments with the same expected duration. Theseindicators include: credit spreads, credit default swap prices against borrower, length oftime and extent to which the fair value of financial assets is less than their amortized cost,and other market information related to the borrower (such as the borrower's debtinstruments or changes in the price of equity instruments);
(4) An actual or expected significant change in the financial instrument's external credit
rating;
(5) An actual or expected decrease in the internal credit rating for the debtor;
(6) Adverse changes in business, financial or economic conditions that are expected to cause a
significant decrease in the debtor's ability to meet its debt obligations;
(7) An actual or expected significant change in the operating results of the debtor;
(8) Significant increase in credit risk of other financial instruments issued by the same debtor;
(9) Significant adverse changes in the regulatory, economic, or technological environment of
the debtor;
(10) Significant changes in the value of the collaterals or the quality of guarantees or credit
enhancements provided by third parties, which are expected to reduce the debtor'seconomic motives to repay within the time limit specified in contract or affect theprobability of default;
(11) Significant change in the debtor's economic motives to repay within the time limit
specified in contract;
(12) Expected changes to loan contract, including the exemption or revision of contractual
obligations, the granting of interest-free periods, the jump in interest rates, the requirementfor additional collateral or guarantees, or other changes in the contractual framework forfinancial instruments that may result from the breach of contract;
(13) Significant change in the expected performance and repayment of the debtor;
(14) Significant change in the method used by the Group to manage the credit of financial
instruments.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.1 Significant increase of credit risk - continued
The Group assumes that the credit risk on a financial instrument has not increased significantlysince initial recognition if the financial instrument is determined to have lower credit risk at thebalance sheet date. A financial instrument is determined to have lower credit risk if: i) it has alower risk of default, ii) the borrower has a strong capacity to meet its contractual cash flowobligations in the near term and iii) adverse changes in economic and business conditions in thelonger term may, but will not necessarily, reduce the ability of the borrower to fulfil itscontractual cash flow obligations.
10.2.2 Credit-impaired financial assets
When an event or several events that are expected to have adverse impact on the future cash flowsof the financial assets have occurred, the financial assets become credit-impaired. The evidencesof credit impairment of financial assets include the following observable information:
(1) Significant financial difficulty of the issuer or debtor.
(2) A breach of contract by the debtor, such as a default or delinquency in interest or principal
payments.
(3) The creditor, for economic or legal reasons relating to the debtor's financial difficulty,
granting a concession to the debtor.
(4) It becoming probable that the debtor will enter bankruptcy or other financial reorganizations.
(5) The disappearance of an active market for the financial asset because of financial
difficulties of the issuer or the debtor.
(6) Purchase or origination of a financial asset with a large scale of discount, which reflects
the fact of credit loss.
Based on the Group's internal credit risk management, the Group considers an event of defaultoccurs when information developed internally or obtained from external sources indicates that thedebtor is unlikely to pay its creditors, including the Group, in full (without taking into account anycollaterals held by the Group).
10.2.3 Determination of expected credit loss
The Group determines the credit losses on lease receivables on an individual asset basis, and onnotes receivable, accounts receivable, other receivables, contract assets, debt investments andother debt investments on a portfolio basis using an impairment matrix for related financialinstruments. The financial instruments are grouped based on common risk characteristics. Thecommon credit risk characteristics adopted by the Group include credit risk rating, initialrecognition date, remaining contractual term, industry of the debtor, geographical location of thedebtor, etc.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.3 Determination of expected credit loss - continued
The Group determines the ECL of relevant financial instruments using the following methods:
? For financial assets, the credit loss is the present value of the difference between thecontractual cash flows that are due to the Group under the contract and the cash flows thatthe Group expects to receive;? For lease receivables, the credit loss is the present value of the difference between thecontractual cash flows that are due to the Group under the contract and the cash flows thatthe Group expects to receive;? For undrawn loan commitments (refer to Note IV, 10.4.1.3 for the detail of accountingpolicies), the credit loss is the present value of the difference between the contractual cashflows that are due to the Group if the holder of the loan commitments draws down the loan,and the cash flows that the Group expects to receive if the loan is drawn down. The Group'sestimation of the ECL for loan commitments is consistent with its expectation of the loancommitments drawn down.? For financial guarantee contracts (refer to Note IV, 10.4.1.3 for the detail of accountingpolicies), the credit loss is the present value of the expected payments to reimburse theholder for the credit loss incurred less any amounts that the Group expects to receive fromthe holder, the debtor or any other party.? For financial assets credit-impaired at the balance sheet date, but not purchased or originatedcredit-impaired, the credit loss is the difference between the gross carrying amount of thefinancial assets and the present value of estimated future cash flows discounted at theoriginal effective interest rate.
The factors reflected by the Group's measurement of ECL of financial instruments include:
unbiased probability weighted average amount recognized by assessing a series of possibleresults; time value of money; reasonable and supportable information related to historical events,current condition and forecast of future economic position that is available without undue cost oreffort at the balance sheet date.
10.2.4 Write-down of financial assets
When the Group no longer reasonably expects that the contractual cash flows of financial assetscan be collected in aggregate or in part, the Group will directly write down the gross carryingamount of the financial assets, which constitutes derecognition of relevant financial assets.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.3 Transfer of financial assets
The Group will derecognize a financial asset if one of the following conditions is satisfied: (i) thecontractual rights to the cash flows from the financial asset expire; (ii) the financial asset has beentransferred and substantially all the risks and rewards of ownership of the financial asset istransferred to the transferee; or (iii) although the financial asset has been transferred, the Groupneither transfers nor retains substantially all the risks and rewards of ownership of the financialasset but has not retained control of the financial asset.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of afinancial asset, and it retains control of the financial asset, the Group will recognize the financialasset to the extent of its continuing involvement in the transferred financial asset and recognize anassociated liability. The Group will measure relevant liabilities as follows:
? For transferred financial assets carried at amortized cost, the carrying amount of relevantliabilities is the carrying amount of financial assets transferred with continuing involvementless amortized cost of the Group's retained rights (if the Group retains relevant rights upontransfer of financial assets) with addition of amortized cost of obligations assumed by theGroup (if the Group assumes relevant obligations upon transfer of financial assets). Relevantliabilities are not designated as financial liabilities at fair value through profit or loss.? For transferred financial assets carried at fair value, the carrying amount of relevantliabilities is the carrying amount of financial assets transferred with continuing involvementless fair value of the Group's retained rights (if the Group retains relevant rights upontransfer of financial assets) with addition of fair value of obligations assumed by the Group(if the Group assumes relevant obligations upon transfer of financial assets). Accordingly,the fair value of relevant rights and obligations shall be measured on an individual basis.
For the transfer of a financial asset in its entirety that satisfies the derecognition criteria, thedifference between (1) the carrying amount of the financial asset transferred and (2) the sum ofthe consideration received from the transfer and any cumulative gain or loss that has beenrecognized in other comprehensive income, is recognized in profit or loss. Where the transferredassets are non-trading equity instrument investments designated as at FVTOCI, cumulative gainsor losses previously recognized in other comprehensive income are transferred out and included inretained earnings.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.3 Transfer of financial assets - continued
If a part of the transferred financial asset qualifies for derecognition, the overall carrying amountof the financial asset prior to transfer is allocated between the part that continues to be recognizedand the part that is derecognized, based on the respective fair value of those parts at the date oftransfer. The difference between (1) the carrying amount allocated to the part derecognized on thedate of derecognition; and (2) the sum of the consideration received for the part derecognized andany cumulative gain or loss allocated to the part derecognized which has been previouslyrecognized in other comprehensive income, is recognized in profit or loss. Where the transferredassets are non-trading equity instrument investments designated as at FVTOCI, cumulative gainsor losses previously recognized in other comprehensive income are transferred out and included inretained earnings.
For a transfer of a financial asset in its entirety that does not satisfy the derecognition criteria, theGroup continues to recognize the transferred financial asset in its entirety. The considerationreceived from transfer of assets is recognized as a liability upon receipt.
10.4 Classification of financial liabilities and equity instruments
Financial instruments issued by the Group or their components are classified into financialliabilities or equity instruments on the basis of the substance of the contractual arrangements andthe economic nature not only the legal form, together with the definition of financial liability andequity instrument on initial recognition.
10.4.1 Classification, recognition and measurement of financial liabilities
On initial recognition, financial liabilities are classified into financial liabilities at FVTPL andother financial liabilities.
10.4.1.1 Financial liabilities at FVTPL
Financial liabilities at FVTPL consist of financial liabilities held for trading (including derivativesclassified as financial liabilities) and those designated as at FVTPL. Except for derivativefinancial liabilities presented separately, the financial liabilities at FVTPL are presented as held-for-trading financial liabilities.
A financial liability is classified as held for trading if one of the following conditions is satisfied:
? It has been acquired principally for the purpose of repurchasing in the near term; or? On initial recognition, it is part of a portfolio of identified financial instruments that theGroup manages together and there is objective evidence that the Group has a recent actualpattern of short-term profit-taking; or
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.1 Classification, recognition and measurement of financial liabilities - continued
10.4.1.1 Financial liabilities at FVTPL - continued
A financial liability is classified as held for trading if one of the following conditions is satisfied: -continued
? It is a derivative that is not a financial guarantee contract or designated and effective as ahedging instrument.
A financial liability may be designated as at FVTPL on initial recognition when one of thefollowing conditions is satisfied: (i) Such designation eliminates or significantly reducesaccounting mismatch; or (ii) The Group makes management and performance evaluation on a fairvalue basis, in accordance with the Group's formally documented risk management or investmentstrategy, and reports to key management personnel on that basis. (iii) The qualified hybridfinancial instrument combines financial asset with embedded derivatives.
Held-for-trading financial liabilities are subsequently measured at fair value. Any gains or lossesarising from changes in fair value and any dividends or interest expenses paid on the financialliabilities are recognized in profit or loss.
For a financial liability designated as at FVTPL, the amount of changes in fair value of thefinancial liability that are attributable to changes in the credit risk of that liability shall bepresented in other comprehensive income, while other changes in fair value are included in profitor loss for the current period. Upon the derecognition of such financial liability, the accumulatedamount of changes in fair value that are attributable to changes in the credit risk of that liability,which was recognized in other comprehensive income, is transferred to retained earnings. Anydividend or interest expense on the financial liabilities is recognized in profit or loss. If theaccounting treatment for the impact of the change in credit risk of such financial liability in theabove ways would create or enlarge an accounting mismatch in profit or loss, the Group shallpresent all gains or losses on that liability (including the effects of changes in the credit risk ofthat liability) in profit or loss for the period.
For financial liabilities arising from contingent consideration recognized by the Group as theacquirer in the business combination not involving enterprises under common control, the Groupmeasures such financial liabilities at fair value through profit or loss, and includes the changes inthe financial liabilities in profit or loss for the period.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.1 Classification, recognition and measurement of financial liabilities - continued
10.4.1.2 Other financial liabilities
Except for financial liabilities, financial guarantee contracts and loan commitments arising fromtransfer of financial assets that do not meet the derecognition criteria or those arising fromcontinuing involvement in the transferred financial assets, other financial liabilities aresubsequently measured at amortized cost, with gain or loss arising from derecognition oramortization recognized in profit or loss.
If the modification or renegotiation for the contract by the Group and its counterparties does notresult in derecognition of a financial liability subsequently measured at amortized cost but thechanges in contractual cash flows, the Group will recalculate the carrying amount of the financialliability, with relevant gain or loss recognized in profit or loss. The Group will determine thecarrying amount of the financial liability based on the present value of renegotiated or modifiedcontractual cash flows discounted at the original effective interest rate of the financial liability.For all costs or expenses arising from modification or renegotiation of the contract, the Group willadjust the modified carrying amount of the financial liability and make amortization during theremaining term of the modified financial liability.
10.4.1.3 Financial guarantee contracts and loan commitments
A financial guarantee contract is a contract that requires the issuer to make specified payments toreimburse the holder of the contract for a loss it incurs because a specified debtor fails to makepayment when due in accordance with the original or modified terms of a debt instrument.Subsequent to initial recognition, financial guarantee contracts that are not designated as financialliabilities at fair value through profit or loss or financial liabilities arising from transfer offinancial assets that do not meet the derecognition criteria or those arising from continuinginvolvement in the transferred financial assets, and loan commitments to provide a loan at abelow-market interest rate, which are not designated at fair value through profit or loss, aremeasured at the higher of: (1) amount of loss provision; and (2) the amount initially recognizedless cumulative amortization amount determined based on the revenue standards.
10.4.2 Derecognition of financial liabilities
The Group derecognizes a financial liability (or part of it) when the underlying present obligation(or part of it) is discharged. An agreement between the Group (the debtor) and the creditor toreplace the original financial liability with a new financial liability with substantially differentterms is accounted for as an extinguishment of the original financial liability and the recognitionof a new financial liability.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.2 Derecognition of financial liabilities - continued
When the Group derecognizes a financial liability or a part of it, it recognizes the differencebetween the carrying amount of the financial liability (or part of the financial liability)derecognized and the consideration paid (including any non-cash assets transferred or newfinancial liabilities assumed) in profit or loss.
10.4.3 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Groupafter deducting all of its liabilities. Equity instruments issued (including refinanced), repurchased,sold and cancelled by the Group are recognized as changes in equity. Changes in fair value ofequity instruments are not recognized by the Group. Transaction costs related to equitytransactions are deducted from equity.
The Group recognizes the distribution to holders of the equity instruments as distribution ofprofits, and dividends paid do not affect total amount of shareholders' equity.
10.5 Derivatives and embedded derivatives
Derivatives include forward exchange contracts, currency swaps, interest rate swaps and foreignexchange options, etc. Derivatives are initially measured at fair value at the date when thederivative contracts are entered into and are subsequently measured at fair value.
Derivatives embedded in hybrid contracts with a financial asset host are not separated by theGroup. The hybrid contract shall apply the relevant accounting standards regarding theclassification of financial assets as a whole.
Derivatives embedded in hybrid contracts with hosts that are not financial assets are separated andtreated as separate derivatives by the Group when they meet the following conditions:
(1) the economic characteristics and risks of the embedded derivative are not closely related to
those of the host contract;
(2) a separate instrument with the same terms as the embedded derivative would meet the
definition of a derivative;
(3) the hybrid contracts are not measured at fair value through profit or loss.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.5 Derivatives and embedded derivatives - continued
For the embedded derivative separated from the host contracts, the Group accounts for the hostcontracts in the hybrid contracts with applicable accounting standards. When the embeddedderivatives whose fair value cannot be measured reliably by the Group according to the terms andconditions of the embedded derivatives, the fair value of such derivatives are measured at thedifference between the fair value of the hybrid contracts and the fair value of the host contracts.
By adopting the above method, if the embedded derivative cannot be measured on a stand-alonebasis at the time when it is acquired or at subsequent balance sheet dates, the hybrid instrument isdesignated as financial instruments at fair value through profit or loss as a whole.
10.6 Offsetting financial assets and financial liabilities
Where the Group has a legal right that is currently enforceable to set off the recognized financialassets and financial liabilities, and intends either to settle on a net basis, or to realize the financialasset and settle the financial liability simultaneously, a financial asset and a financial liability shallbe offset and the net amount is presented in the balance sheet. Except for the abovecircumstances, financial assets and financial liabilities shall be presented separately in the balancesheet and shall not be offset.
10.7 Compound instruments
For convertible bonds issued by the Group that contain both liabilities and conversion option thatmay convert the liabilities to its own equity instrument, upon initial recognition, the bonds aresplitted into liabilities and conversion option which are separately recognized. Therein, theconversion option that exchanges a fixed amount of cash or other financial assets for a fixedamount of equity instruments is accounted for as an equity instrument.
Upon initial recognition, the fair value of liability portion is determined based on the prevailingmarket price of the bonds containing no conversion option. The overall issue price of theconvertible bonds net of the fair value of the liability portion is considered as the value of theconversion option that enables the bonds holder to convert the bonds to equity instruments, and isincluded in other equity instruments.
The liability portion of the convertible bonds is subsequently measured at amortized cost usingeffective interest method; the value of the conversion option classified as equity instrument isremained in equity instrument. The expiry or conversion of convertible bonds will not result inloss or gain.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.7 Compound instruments - continued
The transaction costs incurred for issuance of the convertible bonds are allocated between theliability portion and equity instrument portion in proportion to their respective fair values. Thetransaction cost relating to the equity instrument portion is directly included in equity instrument;while the transaction cost relating to the liability portion is included in the carrying amount of theliability, and amortized over the lifetime of the convertible bonds using effective interest method.
10.8 Reclassification of financial instruments
When the Group changes the business model to manage the financial assets, the financial assetsaffected will be reclassified and no financial liabilities will be reclassified.
The financial assets are reclassified by the Group and are accounted for prospectively since thedate of reclassification (i.e. the first date of the initial reporting period after the business model ofwhich the financial assets are reclassified by the enterprise is changed).
Where a financial asset at amortized cost is reclassified as a financial asset at fair value throughprofit or loss ("FVTPL") by the Group, such financial asset is measured at fair value at the date ofreclassification and the difference between the original carrying amount and the fair value isrecognized in profit or loss for the period.
Where a financial asset at amortized cost is reclassified as a financial asset at fair value throughother comprehensive income ("FVTOCI") by the Group, such financial asset is measured at fairvalue at the date of reclassification, and the difference between the original carrying amount andthe fair value is recognized in other comprehensive income.
Where a financial asset at FVTOCI is reclassified as a financial asset at amortized cost by theGroup, the accumulated gains or losses previously recognized in other comprehensive income aretransferred out and the fair value at the date of reclassification is adjusted. The adjusted fair valueis determined as the new carrying amount, as if the financial asset has been always measured atamortized cost. The reclassification of the financial asset shall not affect its effective interest rateor the measurement of ECL.
Where a financial asset at FVTOCI is reclassified as a financial asset at FVTPL by the Group,such financial asset continues to be measured at fair value. At the same time, the accumulatedgains or losses previously recognized in other comprehensive income are transferred to profit orloss for the period.
Where a financial asset at FVTPL is reclassified as a financial asset at amortized cost by theGroup, the fair value at the date of reclassification is determined as the new gross carryingamount.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.8 Reclassification of financial instruments - continued
Where a financial asset at FVTPL is reclassified as a financial asset at FVTOCI by the Group,such financial asset continues to be measured at fair value.
Where a financial asset at FVTPL is reclassified, the effective interest rate is determined on thebasis of the fair value of the financial asset at the date of reclassification.
11. Accounts receivable
The Group makes internal credit ratings on customers and determines expected loss rate of notesreceivable, accounts receivable, other receivables and long-term receivables. Basis fordetermining ratings and the expected loss rates are as follows:
CHINA MERCHANTS PORT GROUP CO., LTD.Internalcredit rating
| Internal credit rating | Basis for determining portfolio | Expected average loss rate (%) |
| A | Customers can make repayments within credit term and have good credit records based on historical experience. The probability of default on payment of due amounts is extremely low in the foreseeable future. | 0.00-0.10 |
| B | The customers may have overdue payment based on historical experience but they can make repayments. | 0.10-0.30 |
| C | The evidence indicates that the overdue credit risks of the customers are significantly increased and there is probability of default on payment. | 0.30-50.00 |
| D | The evidence indicates that the accounts receivable are impaired or the customers have significant financial difficulty. The amounts cannot be recovered in the foreseeable future. | 50.00-100.00 |
12. Receivables financing
Notes receivable classified as at FVTOCI should be listed as receivables financing within oneyear (including one year) from the date of acquisition. Those over one year should be listed asother debt investments. For related accounting policies, refer to Note (IV) 10.
13. Inventories
13.1 Category of inventories
The Group's inventories mainly include raw materials, merchandise and others. Inventories areinitially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversionand other expenditures incurred in bringing the inventories to their present location and condition.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
13. Inventories - continued
13.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method andfirst-in-first-out method.
13.3 Basis for determining net realizable value of inventories and provision methods for
decline in value of inventories
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. Ifthe cost of inventories is higher than the net realizable value, a provision for decline in value ofinventories is made.
Net realizable value is the estimated selling price in the ordinary course of business less theestimated costs of completion, the estimated costs necessary to make the sale and relevant taxes.Net realizable value is determined on the basis of clear evidence obtained, after taking intoconsideration the purposes of inventories being held and effect of post balance sheet events.
Provision for decline in value of inventories is made based on the excess of cost of inventory overits net realizable value on an item-by-item basis.
After the provision for decline in value of inventories is made, if the circumstances thatpreviously caused inventories to be written down below cost no longer exist so that the netrealizable value of inventories is higher than their cost, the original provision for decline in valueis reversed and the reversal is included in profit or loss for the period.
13.4 Inventory count system
The perpetual inventory system is maintained for stock system.
13.5 Amortization method for low cost and short-lived consumable items and packaging
materials
Packaging materials and low cost and short-lived consumable items are amortized using theimmediate write-off method.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
14. Contract assets
14.1 Recognition and criteria of contract assets
A contract asset represents the Group's right to consideration in exchange for goods or servicesthat the Group has transferred to a customer, and such right depends on factors other than thepassage of time. The Group's unconditional (i.e., depending on the passage of time only) right toreceive consideration from the customer is separately presented as receivables.
14.2 Determination and accounting treatment for expected credit loss ("ECL") of contract
assets
Refer to Note (IV) 10.2 "Impairment of financial instruments" for determination and accountingtreatment for expected credit loss of contract assets.
15. Assets held-for-sale
Non-current assets and disposal groups are classified as held-for-sale category when the Grouprecovers the carrying amount through a sale (including an exchange of nonmonetary assets thathas commercial substance) rather than continuing use.
Non-current assets or disposal groups classified as held-for-sale are required to satisfy thefollowing conditions: (1) the asset or disposal group is available for immediate sale in its presentcondition subject only to terms that are usual and customary for sales of such asset or disposalgroup; (2) the sale is highly probable, i.e. the Group has made a resolution about selling plan andobtained a confirmed purchase commitment and the sale is expected to be completed within oneyear.
When there is loss of control over a subsidiary due to disposal of investments in the subsidiary,and the proposed disposal of investments in the subsidiary satisfies classification criteria of held-for-sale category, the investments in subsidiaries are classified as held-for-sale category as awhole in the Company's separate financial statements, and all assets and liabilities of subsidiariesare classified as held-for-sale category in the consolidated financial statements regardless ofwhether that part of the equity investments are remained after the sale.
The Group measures the non-current assets or disposal groups classified as held-for-sale at thelower of their carrying amount and fair value less costs to sell. Where the carrying amount ishigher than the net amount of fair value less costs to sell, carrying amount should be reduced tothe net amount of fair value less costs to sell, and such reduction is recognized in impairment lossof assets and included in profit or loss for the period. Meanwhile, provision for impairment ofheld-for-sale assets is made. When there is an increase in the net amount of fair value of non-current assets held-for-sale less costs to sell at the balance sheet date, the original deductionshould be reversed in impairment loss of assets recognized after the classification of held-for-salecategory, and the reversal amount is included in profit or loss for the period. The impairmentlosses recognized before such assets are classified as held-for-sale category shall not be reversed.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
15. Assets held-for-sale - continued
Non-current assets classified as held-for-sale or non-current assets in disposal groups are notdepreciated or amortized, and interest and other costs of liabilities of disposal groups classified asheld-for-sale continue to be recognized.
All or part of equity investments in associates or joint ventures are classified as held-for-saleassets. For the part that is classified as held-for-sale, it is no longer accounted for using the equitymethod since the date of the classification.
If an asset or a disposal group has been classified as held-for-sale but the recognition criteria forheld-for-sale are no longer met, the Group shall cease to classify the asset or disposal group asheld-for-sale. It shall be measured at the lower of (1) the carrying amount before the asset ordisposal group was classified as held-for-sale, adjusted for any depreciation, amortization orimpairment that would have been recognized had the asset or disposal group not been classified asheld-for-sale; and (2) the recoverable amount at the date of the decision not to sell.
For equity investments in associates or joint ventures that are classified as held-for-sale but theclassification criteria for held-for-sale are no longer met, such investments are accounted forretrospectively using the equity method from the date when they are classified as held-for-sale.The financial statements for the period in which the held-for-sale assets are held are adjustedaccordingly.
16. Long-term equity investments
16.1 Basis for determining joint control and significant influence over investee
Control is archived when the Group has the power over the investee and has rights to variablereturns from its involvement with the investee; and has the ability to use its power to affect itsreturns. Joint control is the contractually agreed sharing of control over an economic activity, andexists only when the strategic financial and operating policy decisions relating to the activityrequire the unanimous consent of the parties sharing control. Significant influence is the power toparticipate in the financial and operating policy decisions of the investee but is not control or jointcontrol over those policies. When determining whether an investing enterprise is able to exercisecontrol or significant influence over an investee, the effect of potential voting rights of theinvestee (for example, warrants and convertible debts) held by the investing enterprises or otherparties that are currently exercisable or convertible shall be considered.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.2 Determination of initial investment cost
For a long-term equity investment acquired through business combination involving enterprisesunder common control, share of carrying amount of owners' equity of the acquiree in theconsolidated financial statements of ultimate controlling party is recognized as initial investmentcost of long-term equity investment at the date of combination. The difference between initialinvestment cost of long-term equity investment and cash paid, non-cash assets transferred andcarrying amount of liabilities assumed, is adjusted in capital reserve. If the balance of capitalreserve is not sufficient to absorb the difference, any excess is adjusted to retained earnings. If theconsideration of the combination is satisfied by the issue of equity securities, the initialinvestment cost of the long-term equity investment is the share of carrying amount of owners'equity of the acquiree in the consolidated financial statements of ultimate controlling party at thedate of combination. The aggregate face value of the shares issued is accounted for as sharecapital. The difference between the initial investment cost and the aggregate face value of theshares issued is adjusted to capital reserve. If the balance of capital reserve is not sufficient toabsorb the difference, any excess is adjusted to retained earnings. Where equity interests in anacquiree are acquired in stages through multiple transactions ultimately constituting a businesscombination involving enterprises under common control, the acquirer shall determine if thesetransactions are considered to be a "package deal". If yes, these transactions are accounted for as asingle transaction where control is obtained. If no, the initial investment cost of the long-termequity investment is the share of carrying amount of owners' equity of the acquiree in theconsolidated financial statements of ultimate controlling party at the date of combination. Thedifference between the initial investment cost and the sum of carrying amount of equityinvestments previously held in the acquiree and the new investment cost is adjusted to capitalreserve. If the balance of capital reserve is not sufficient to absorb the difference, any excess isadjusted to retained earnings. Other comprehensive income recognized for the previously heldequity investments by accounting treatment of equity method or non-trading equity instrumentinvestments designated as at FVTOCI is not subject to accounting treatment temporarily.
For a long-term equity investment acquired through business combination not involvingenterprises under common control, the investment cost of the long-term equity investmentacquired is the cost of acquisition.
The expenses incurred by the acquirer in respect of auditing, legal services, valuation andconsultancy services and other associated administrative expenses attributable to the businesscombination are recognized in profit or loss when they are incurred.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.2 Determination of initial investment cost - continued
The long-term equity investment acquired otherwise than through a business combination isinitially measured at its cost. When the entity is able to exercise significant influence or jointcontrol (but not control) over an investee due to additional investment, the cost of long-termequity investments is the sum of the fair value of previously-held equity investments determinedin accordance with Accounting Standards for Business Enterprises No.22 - Financial Instruments:
Recognition and Measurement (ASBE No. 22) and the additional investment cost.
16.3 Subsequent measurement and recognition of profit or loss
16.3.1 Long-term equity investments accounted for using the cost method
Long-term equity investments in subsidiaries are accounted for using the cost method in theCompany's separate financial statements. A subsidiary is an investee that is controlled by theGroup.
Under the cost method, a long-term equity investment is measured at initial investment cost. Whenadditional investment is made or the investment is recouped, the cost of the long-term equityinvestment is adjusted accordingly. Investment income is recognized in the period in accordancewith the attributable share of cash dividends or profit distributions declared by the investee.
16.3.2 Long-term equity investments accounted for using the equity method
Except for investments in associates and joint ventures classified as held-for-sale partly or wholly,the Group accounts for investment in associates and joint ventures using the equity method. Anassociate is an entity over which the Group has significant influence and a joint venture is a jointarrangement whereby the Group only has rights to the net assets of the arrangement.
Under the equity method, where the initial investment cost of a long-term equity investmentexceeds the Group's share of the fair value of the investee's identifiable net assets at the time ofacquisition, no adjustment is made to the initial investment cost. Where the initial investment costis less than the Group's share of the fair value of the investee's identifiable net assets at the time ofacquisition, the difference is recognized in profit or loss for the period, and the cost of the long-term equity investment is adjusted accordingly.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.3 Subsequent measurement and recognition of profit or loss - continued
16.3.2 Long-term equity investments accounted for using the equity method - continued
Under the equity method, the Group recognizes its share of the net profit or loss and othercomprehensive income of the investee for the period as investment income and othercomprehensive income for the period. Meanwhile, the carrying amount of long-term equityinvestment is adjusted; the carrying amount of long-term equity investment is decreased inaccordance with its share of the investee’s declared profit or cash dividends; other changes inowners’ equity of the investee other than net profit or loss and other comprehensive income arecorrespondingly adjusted to the carrying amount of the long-term equity investment, andrecognized in capital reserve. The Group recognizes its share of the investee’s net profit or lossbased on the fair value of the investee’s individual identifiable assets, etc. at the acquisition dateafter making appropriate adjustments. When the investee’s accounting policies and accountingperiod are inconsistent with those of the Group, the Group recognizes investment income andother comprehensive income after making appropriate adjustments to conform to the Group'saccounting policies and accounting period. However, unrealized gains or losses resulting from theGroup’s transactions with its associates and joint ventures, which do not constitute a business, areeliminated based on the proportion attributable to the Group and then investment gains or lossesare recognized. However, unrealized losses resulting from the Group's transactions with itsassociates and joint ventures which represent impairment losses on the transferred assets are noteliminated.
The Group discontinues recognizing its share of net losses of the investee after the carryingamount of the long-term equity investment together with any long-term interests that in substanceform part of its net investment in the investee are reduced to zero. In addition, if the Group hasincurred obligations to assume additional losses, a provision is recognized according to theobligation expected, and recorded in the investment loss for the period. Where net profits aresubsequently made by the investee, the Group resumes recognizing its share of those profits onlyafter its share of the profits exceeds the share of losses previously not recognized.
16.4 Disposal of long-term equity investments
On disposal of a long-term equity investment, the difference between the proceeds actuallyreceived and receivable and the carrying amount is recognized in profit or loss for the period.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.4 Disposal of long-term equity investments - continued
For long-term equity investments accounted for using the equity method, if the remaining interestafter disposal is still accounted for using the equity method, other comprehensive incomepreviously recognized using the equity method is accounted for on the same basis as would havebeen required if the investee had directly disposed of related assets or liabilities, and transferred toprofit or loss for the period on a pro rata basis; owners' equity recognized due to other changes inowners' equity of the investee (other than net profit or loss, other comprehensive income andprofit distribution) is transferred to profit or loss for the period on a pro rata basis. For long-termequity investments accounted for using the cost method, if the remaining interest after disposal isstill accounted for using the cost method, other comprehensive income previously recognizedusing the equity method or in accordance with the standards for the recognition and measurementof financial instruments before obtaining the control over the investee, is accounted for on thesame basis as would have been required if the investee had directly disposed of related assets orliabilities, and transferred to profit or loss for the period on a pro rata basis; other changes inowners' equity in the investee's net assets recognized under the equity method (other than netprofit or loss, other comprehensive income and profit distribution) is transferred to profit or lossfor the period on a pro rata basis.
Where the Group loses control over the investee due to disposal of part of shares, and in preparingthe separate financial statements, remaining shares after disposal can have joint control orsignificant influence over the investee, the equity method shall be adopted to adjust the remainingshares as they are accounted for under equity method since the acquisition date. If remainingshares after disposal cannot have joint control or significant influence over the investee, they areaccounted for in accordance with the standards for recognition and measurement of financialinstruments, and the difference between fair value on date of losing control and carrying amountis recognized in profit or loss for the period. Other comprehensive income recognized using theequity method or in accordance with the standards for the recognition and measurement offinancial instruments before losing control over the investee, is accounted for on the same basis aswould have been required if the investee had directly disposed of related assets or liabilities whenthe control over the investee is lost; other changes in owners' equity in the investee's net assetsrecognized under the equity method (other than net profit or loss, other comprehensive incomeand profit distribution) is transferred to profit or loss for the period on a pro rata basis. Whereremaining shares after disposal are accounted for under equity method, other comprehensiveincome and other owners' equity are transferred on a pro rata basis. Where remaining shares afterdisposal are accounted for in accordance with the standards for recognition and measurement offinancial instruments, other comprehensive income and other owners' equity are all transferred.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.4 Disposal of long-term equity investments - continued
Where the Group loses joint control or significant influence over the investee after part disposal ofshares, remaining shares after disposal are accounted for in accordance with the standards forrecognition and measurement of financial instruments, and the difference between fair value at thedate of losing joint control or significant influence and carrying amount is recognized in profit orloss for the period. Other comprehensive income previously recognized under the equity method,is accounted for on the same basis as would have been required if the investee had directlydisposed of related assets or liabilities when the equity method is not adopted, and other changesin owners' equity other than net profit or loss, other comprehensive income and profit distributionare transferred to investment income for the period when the equity method is not adopted.
The Group disposes of its equity investment in subsidiaries through multiple transactions step bystep until it loses control over the subsidiaries. If these transactions belong to "package deal", alltransactions are deemed as one transaction on disposal of equity investment in subsidiaries, andthe difference between the amount of disposal and carrying amount of long-term equityinvestment is recognized as other comprehensive income, and transferred to profit or loss for theperiod when the control is lost.
17. Investment properties
Investment property is the property held by the Group to earn rentals or for capital appreciation orboth. It includes a land use right that is leased out and a building that is leased out.
An investment property is measured initially at cost. Subsequent expenditures incurred for suchinvestment property are included in the cost of the investment property if it is probable thateconomic benefits associated with the investment property will flow to the Group and thesubsequent expenditures can be measured reliably. Other subsequent expenditures are recognizedin profit or loss for the period in which they are incurred.
The Group uses the cost model for subsequent measurement of investment property, and adopts adepreciation or amortization policy for the investment property which is consistent with that forbuildings or land use rights.
An investment property is derecognized upon disposal or when the investment property ispermanently withdrawn from use and no future economic benefits are expected from the disposal.
When an investment property is sold, transferred, retired or damaged, the Group recognizes theamount of any proceeds on disposal net of the carrying amount and related taxes in profit or lossfor the period.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
18. Fixed assets and depreciation
Fixed assets are tangible assets that are held for use in the production or supply of goods orservices, for rental to others, or for administrative purposes, and have useful lives of more thanone accounting year. A fixed asset is recognized only when it is probable that economic benefitsassociated with the asset will flow to the Group and the cost of the asset can be measured reliably.Fixed assets are initially measured at cost. Upon being restructured into a stock company, thefixed assets initially contributed by the state-owned shareholders are recognized based on thevaluation amounts confirmed by the state-owned assets administration department.
Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset if itis probable that economic benefits associated with the asset will flow to the Group and thesubsequent expenditures can be measured reliably. Meanwhile the carrying amount of thereplaced part is derecognized. Other subsequent expenditures are recognized in profit or loss forthe period in which they are incurred.
A fixed asset is depreciated over its useful life using the straight-line method starting from themonth subsequent to the one in which it is ready for intended use. The useful life, estimated netresidual value rate and annual depreciation rate of each category of fixed assets are as follows:
CHINA MERCHANTS PORT GROUP CO., LTD.
Category
| Category | Useful life | Estimated net residual value rate (%) | Annual depreciation rate (%) |
| Port and terminal facilities | 5-50 years | 5.00 | 1.90-19.00 |
| Buildings and structures | 5-50 years | 5.00 | 1.90-19.00 |
| Machinery and equipment, furniture and fixture and other equipment | 3-20 years | 5.00 | 4.75-31.67 |
| Motor vehicles and cargo ships | 5-25 years | 5.00 | 3.80-19.00 |
Estimated net residual value of a fixed asset is the estimated amount that the Group wouldcurrently obtain from disposal of the asset, after deducting the estimated costs of disposal, if theasset were already of the age and in the condition expected at the end of its useful life.
If a fixed asset is upon disposal or no future economic benefits are expected to be generated fromits use or disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retiredor damaged, the amount of any proceeds on disposal of the asset net of the carrying amount andrelated taxes is recognized in profit or loss for the period.
The Group reviews the useful life and estimated net residual value of a fixed asset and thedepreciation method applied at least once at each financial year-end, and accounts for any changeas a change in accounting estimates.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
19. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include variousconstruction expenditures during the construction period, borrowing costs capitalized before it isready for intended use and other relevant costs. Construction in progress is not depreciated.Construction in progress is transferred to a fixed asset when it is ready for intended use.
20. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifyingasset are capitalized when expenditures for such asset and borrowing costs are incurred andactivities relating to the acquisition, construction or production of the asset that are necessary toprepare the asset for its intended use or sale have commenced. Capitalization of borrowing costsceases when the qualifying asset being acquired, constructed or produced becomes ready for itsintended use or sale. Capitalization of borrowing costs is suspended during periods in which theacquisition, construction or production of a qualifying asset is interrupted abnormally and whenthe interruption is for a continuous period of more than 3 months. Capitalization is suspendeduntil the acquisition, construction or production of the asset is resumed. Other borrowing costs arerecognized as an expense in the period in which they are incurred.
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to becapitalized is the actual interest expense incurred on that borrowing for the period less any bankinterest earned from depositing the borrowed funds before being used on the asset or anyinvestment income on the temporary investment of those funds. Where funds are borrowed undergeneral-purpose borrowings, the Group determines the amount of interest to be capitalized onsuch borrowings by applying a capitalization rate to the weighted average of the excess ofcumulative expenditures on the asset over the amounts of specific-purpose borrowings. Thecapitalization rate is the weighted average of the interest rates applicable to the general-purposeborrowings. During the capitalization period, exchange differences related to a specific-purposeborrowing denominated in foreign currency are all capitalized. Exchange differences inconnection with general-purpose borrowings are recognized in profit or loss for the period inwhich they are incurred.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
21. Intangible assets
21.1 Intangible assets
Intangible assets include land use rights, terminal operating rights and others.
An intangible asset is measured initially at cost. Upon being restructured into a stock company,the intangible assets initially contributed by the state-owned shareholders are recognized based onthe valuation amounts confirmed by the state-owned assets administration department. Except forterminal operating rights, when an intangible asset with a finite useful life is available for use, itsoriginal cost is amortized over its estimated useful life. The terminal operating rights under theoutput method are amortized over periods according to the ratio of the estimated minimumguaranteed throughput to the estimated minimum guaranteed total throughput during the operationperiod. When the estimated minimum guaranteed throughput cannot be measured reliably, thestraight-line method will be used for amortization. An intangible asset with indefinite useful lifewill not be amortized.
The amortization method, useful life and estimated net residual value of various intangible assetsare as follows:
CHINA MERCHANTS PORT GROUP CO., LTD.Category
| Category | Amortization method | Useful life (year) | Residual value (%) |
| Land use rights | Straight-line method | 40-50 | - |
| Terminal operating right | Output/Straight-line method | 30-50 | - |
| Others | Straight-line method | 5-50 | - |
For an intangible asset with a finite useful life, the Group reviews the useful life and amortizationmethod at the end of the year, and makes adjustments when necessary.
21.2 Research and development expenditure
Expenditure during the research phase is recognized in profit or loss for the period in which it isincurred.
Expenditure during the development phase that meets all of the following conditions at the sametime is recognized as intangible asset. Expenditure during development phase that does not meetthe following conditions is recognized in profit or loss for the period.
(1) it is technically feasible to complete the intangible asset so that it will be available for use
or sale.
(2) the Group has the intention to complete the intangible asset and use or sell it.
(3) the Group can demonstrate the ways in which the intangible asset will generate economic
benefits, including the evidence of the existence of a market for the output of theintangible asset or the intangible asset itself or, if it is to be used internally, the usefulnessof the intangible asset.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
21. Intangible assets - continued
21.2 Research and development expenditure - continued
(4) the availability of adequate technical, financial and other resources to complete the
development and the ability to use or sell the intangible asset.
(5) the expenditure attributable to the intangible asset during its development phase can be
reliably measured.
If the expenditures cannot be distinguished between the research phase and development phase,the Group recognizes all of them in profit or loss for the year. The costs of intangible assetsgenerated by the internal research only include the total expenditure incurred for the period fromthe time point of capitalization to the time point when the intangible assets are ready for intendeduse. For the identical intangible asset, the expenditures recorded as expenses before they qualifyfor capitalization during the development process are not adjusted.
22. Impairment of non-financial assets other than goodwill
The Group assesses at the balance sheet date whether there is any indication that long-term equityinvestments, investment properties measured at cost method, fixed assets, construction inprogress, right-of-use assets, intangible assets with a finite useful life and assets related to contractcosts may be impaired. If there is any indication that such assets may be impaired, recoverableamounts are estimated for such assets. Intangible assets with indefinite useful life and intangibleassets not yet available for use are tested for impairment annually, irrespective of whether there isany indication that the assets may be impaired.
Recoverable amount is estimated on an individual basis. If it is not practical to estimate therecoverable amount of an individual asset, the recoverable amount of the asset group to which theasset belongs will be estimated. The recoverable amount of an asset is the higher of its fair valueless costs of disposal and the present value of the future cash flows expected to be derived fromthe asset.
If the recoverable amount of an asset or an asset group is less than its carrying amount, the deficitis accounted for as an impairment loss and is recognized in profit or loss.
Once the impairment loss of above-mentioned assets is recognized, it shall not be reversed in anysubsequent period.
23. Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and amortized overthe current and subsequent periods (together of more than one year). Long-term prepaid expensesare amortized using the straight-line method over the expected periods in which benefits arederived.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
24. Contract liabilities
Contract liabilities refer to the Group's obligation to transfer goods or services to a customer forconsideration received or receivable from the customer. The contract assets and contract liabilitiesunder the same contract are presented on a net basis.
25. Employee benefits
Employee benefits are all forms of considerations given by the Group in exchange for servicesrendered by employees or for the termination of employment. Employee benefits include short-term benefits, post-employment benefits, termination benefits and other long-term employeebenefits.
25.1 Short-term employee benefits
Short-term benefits refer to the employee benefits that the Group is required to make fullpayments within 12 months after the annual reporting period during which relevant services areprovided by the employees, except the post-employment benefits and termination benefits.Specifically, the short-term benefits include: employee salaries, bonuses, allowances andsubsidies, employee benefits, social insurance contributions such as the medical insurance and thework injury insurance, housing funds, trade union funds and employee education funds, short-term paid absence, short-term profit sharing plan, non-monetary welfare and other short-termbenefits.
Short-term employee benefits payable are recognized as liabilities, with a corresponding charge toprofit or loss for the period or in the costs of relevant assets in the accounting period in whichemployees provide services to the Group. Staff welfare expenses incurred by the Group arerecognized in profit or loss for the period or the costs of relevant assets based on the actuallyoccurred amounts when they actually occurred. Non-monetary staff welfare expenses aremeasured at fair value.
Payment made by the Group of social security contributions for employees such as premiums orcontributions on medical insurance, work injury insurance and maternity insurance, etc. andpayments of housing funds, as well as union running costs and employee education costs providedin accordance with relevant requirements, are calculated according to prescribed bases andpercentages in determining the amount of employee benefits and recognized as relevant liabilities,with a corresponding charge to profit or loss for the period or the costs of relevant assets in theaccounting period in which employees provide services.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
25. Employee benefits - continued
25.2 Post-employment benefits
Post-employment benefits refer to the rewards and benefits of various forms provided by theGroup after the employees have retired or terminated the labor relationship with the enterprise forthe services rendered by the employees, except the short-term benefits and the terminationbenefits. The post-employment benefits consist of the pension insurance, the annuity, theunemployment insurance and other post-employment benefits.
Post-employment benefit plans are classified by the Group into defined contribution plans anddefined benefit plans. The post-employment benefit plan refers to the agreements the Groupentered into with the employees on the post-employment benefits or the regulations or measuresestablished by the Group for provisions of the post-employee benefits, among which the definedcontribution plans refer to the post-employment benefit plan under which the Group shall nolonger undertake any obligations of payments after paying fixed expenses to independent funds;the defined benefit plans refer to the post-employment benefit plans other than the definedcontribution plans. During the accounting period in which employees render services to theGroup, the amounts payable calculated based on the defined contribution plans are recognized asliabilities and included in profit or loss for the period or costs of related assets.
For defined benefit plans, the Group attributes the welfare obligations arising from the definedbenefit plans to the period in which employees provide services to the Group according to theformula determined based on the projected cumulative benefit unit method, and includes them inprofit or loss for the period or costs of related assets. Defined benefit costs are categorized asfollows:
? Service cost (including current service cost, past service cost, as well as gains and losses on
settlements);? Net interest of net liabilities or assets of defined benefit plans (including interest income of
planned assets, interest expenses of defined benefit plan liabilities and effect of asset
ceiling); and? Changes arising from remeasurement of net liabilities or net assets of defined benefit plans.
Service costs and net interest of net liabilities and net assets of defined benefit plans arerecognized in profit or loss for the period or costs of related assets. Remeasurement of the netdefined benefit liabilities (assets) (including actuarial gains and losses, the return on plannedassets, excluding amounts included in net interest on net defined benefit liabilities (assets), andany changes in the effect of the asset ceiling, excluding amounts included in net interest on netdefined benefit liabilities (assets)) are recognized in other comprehensive income.
The deficit or surplus resulting from the present value of the defined benefit plan obligations lessthe fair value of the defined benefit plan assets is recognized as a net defined benefit plan liabilityor net asset.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
25. Employee benefits - continued
25.3 Termination benefits
Termination benefits refer to the compensations the Group pay to the employees for terminatingthe employment relationship with employees before the expiry of the employment contracts orencouraging employees to accept voluntary redundancy. When the Group provides terminationbenefits to employees, employee benefit liabilities are recognized for termination benefits, with acorresponding charge to profit or loss for the period at the earlier of: (1) when the Group cannotunilaterally withdraw the offer of termination benefits because of the termination plan or acurtailment proposal; and (2) when the Group recognizes costs or expenses related to restructuringthat involves the payment of termination benefits.
25.4 Other long-term employee benefits
Other long-term employee benefits refer to all employee benefits except for short-term benefits,post-employment benefits, and termination benefits.
Other long-term employee benefits that qualify as defined contribution plans are treated inaccordance with the relevant provisions of the defined contribution plans mentioned above, exceptthat the net liability or net asset for other long-term employee benefits is recognized and measuredin accordance with the relevant provisions of the defined benefit plans. At the end of the reportingperiod, employee compensation costs arising from other long-term employee benefits arerecognized as three components: service cost, net interest on net liability or net asset for otherlong-term employee benefits, and changes resulting from the remeasurement of the net liability ornet asset for other long-term employee benefits. The total net amount of these items is included inprofit or loss for the period or in the costs of related assets.
The Group provides internal retirement benefits to employees accepting the internal retirementarrangements. Internal retirement benefits refer to the payments of salaries and social securitycontributions for employees who reach the retirement age regulated by the country and areapproved to quit the job voluntarily. For internal retirement benefits, the internal retirementbenefits the Group is expected to pay during the period from the date when employees stopproviding services to the date of normal retirement are recognized as liabilities at the presentvalue and included in profit or loss for the period when relevant recognition requirements of theinternal retirement benefits are met.
26. Provisions
Provisions are recognized when the Group has a present obligation related to a contingency, it isprobable that an outflow of economic benefits will be required to settle the obligation, and theamount of the obligation can be measured reliably.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
26. Provisions - continued
The amount recognized as a provision is the best estimate of the consideration required to settlethe present obligation at the balance sheet date, taking into account factors pertaining to acontingency such as the risks, uncertainties and time value of money. Where the effect of the timevalue of money is material, the amount of the provision is determined by discounting the relatedfuture cash outflows.
Where all or some of the expenditure required to settle a provision is expected to be reimbursedby a third party, the reimbursement is recognized as a separate asset only when it is virtuallycertain that reimbursement will be received, and the amount of reimbursement recognized doesnot exceed the carrying amount of the provision.
27. Revenue recognition
The Group's revenue is mainly from the following business types:
(1) Port service;
(2) Bonded logistics service;
(3) Other business such as property development and investment.
The Group recognizes revenue based on the transaction price allocated to the performanceobligation when the Group satisfies a performance obligation in the contract, namely, when thecustomer obtains control over relevant goods or services. A performance obligation is acommitment that the Group transfers a distinct goods or service to a customer in the contract. Thetransaction price is the amount of consideration to which the Group expects to be entitled inexchange for transferring promised goods or services to a customer, excluding amounts collectedon behalf of third parties and amounts expected to be refunded to a customer.
It is a performance obligation satisfied during a period of time and the Group recognizes revenueduring a period of time according to the progress of performance if one of the followingconditions is met: (i) the customer obtains and consumes economic benefits at the same time ofthe Group's performance; (ii) the customer is able to control goods or services in progress duringthe Group's performance; (iii) goods or services generated during the Group's performance haveirreplaceable utilization, and the Group is entitled to collect amounts of cumulative performancepart which have been done up to now. Otherwise, revenue is recognized at a point in time whenthe customer obtains control over the relevant goods or services.
The Group adopts output method, i.e. the value of goods or services transferred to customers todetermine the appropriate progress of performance. Where the progress cannot be determinedreasonably, the revenue is recognized based on the amount of cost that is expected to becompensated based on the cost already incurred, until the progress of performance is reasonablydetermined.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
27. Revenue recognition - continued
Contract assets refer to the Group's right to consideration in exchange for goods or services thatthe Group has transferred to a customer when that right is conditioned on something other thanthe passage of time. For the details of accounting policies on impairment of contract assets, pleasesee Note (IV) 10. The Group's unconditional (i.e., depending on the passage of time only) right toreceive consideration from the customer is separately presented as receivables.
Contract liabilities refer to the Group's obligation to transfer goods or services to a customer forconsideration received or receivable from the customer.
Contract assets and contract liabilities under the same contract will be presented on a net basis.
If there are two or more of performance obligations included in the contract, at the inception ofthe contract, the Group allocates the transaction price to each single performance obligation basedon the proportion of stand-alone selling price of goods or services promised in each stand-aloneperformance obligation. However, if there is conclusive evidence indicating that the contractdiscount or variable consideration is only relative with one or more (not the whole) performanceobligations in the contract, the Group will allocate the contract discount or variable considerationto relative one or more performance obligations. Stand-alone selling price refers to the price of asingle sale of goods or services. If the stand-alone selling price cannot be observed directly, theGroup estimates the stand-alone selling price through comprehensive consideration of all relativeinformation that can be reasonably acquired and maximum use of observable inputs.
In case of the existence of variable consideration (such as sales discount) in the contract, theGroup shall determine the best estimate of variable consideration based on the expected value orthe most probably occurred amount. The transaction price including variable consideration shallnot exceed the amount of the cumulatively recognized revenue which is unlikely to besignificantly reversed when relevant uncertainty is eliminated. At each balance sheet date, theGroup re-estimates the amount of variable consideration which should be included in transactionprice.
If the customer pays non-cash consideration, the Group determines the transaction price based onthe fair value of the non-cash consideration. If the fair value of non-cash consideration cannot bereasonably estimated, the Group shall determine the transaction price indirectly by reference tothe stand-alone selling price of the goods or services promised to transfer to the customer.
In case of the existence of a significant financing component in the contract, the Group shalldetermine the transaction price on the assumption that the customer has paid the amount payableby cash when obtaining the control over the goods or services. Differences between transactionprice and contract consideration are amortized using effective interest method during the contractlife. At the inception of the contract, if the period between when the Group transfers a promisedgoods or service to a customer and when the customer pays for that goods or service will be oneyear or less, the Group would not consider the significant component in the contract.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
27. Revenue recognition - continued
The Group assesses whether it controls each specified goods or service before that goods orservice is transferred to the customer to determine whether the Group is a principal or an agent. Ifthe Group controls the specified good or service before that good or service is transferred to acustomer, the Group is a principal and recognizes revenue in the gross amount of considerationreceived or receivable. Otherwise, the Group is an agent and recognizes revenue in the amount ofany fee or commission to which it expects to be entitled. The fee or commission is the net amountof consideration that the Group retains after paying the other party the consideration received inexchange for the goods or services to be provided by that party, or is determined in accordancewith the established commission amount or percentage, etc.
Where the Group receives receipts in advance from a customer for sales of goods or rendering ofservices, the amount is first recognized as a liability and then transferred to revenue when therelated performance obligation has been satisfied. When the Group's receipts in advance are notrequired to be refunded and it is probable that the customer will waive all or part of its contractualrights, the Group recognizes the said amounts as revenue on a pro-rata basis in accordance withthe pattern of exercise of the customer's contractual rights, if the Group expects to be entitled tothe amounts relating to the contractual rights waived by the customer; otherwise, the Groupreverses the related balance of the said liabilities to revenue only when it is highly unlikely thatthe customer will require performance of the remaining performance obligations.
28. Contract costs
28.1 Costs of obtaining a contract
For the incremental cost of obtaining the contract (cost that will not occur if the contract is notobtained) that is expected to be recoverable, it is recognized as an asset. If the amortization periodof such asset is less than one year, it is recognized in profit or loss for the period when incurred.Other expenses incurred for obtaining the contract is included in profit or loss for the period whenincurred, except for those explicitly assumed by the customer.
28.2 Costs to fulfil a contract
If the costs incurred in fulfilling a contract are not within the scope of any standards other thanRevenue Standards, the Group recognizes an asset only if those costs meet all of the followingcriteria: (1) the costs relate directly to a contract or to an anticipated contract that the Group canspecifically identify; (2) the costs enhance resources of the Group that will be used in satisfyingperformance obligations in the future; and (3) the costs are expected to be recovered. The assetmentioned above shall be amortized on a basis that is consistent with the revenue recognition ofthe goods or services to which the asset relates and recognized in profit or loss for the period.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
28. Contract costs - continued
28.3 Losses of assets related to contract costs
In determining the impairment losses of assets related to contract costs, the Group first determinesthe impairment losses of other assets related to contracts recognized in accordance with otherASBE; then, for assets related to contract costs, if the carrying amount of the assets is higher thanthe difference between: (1) the remaining consideration that the Group expects to obtain for thetransfer of the goods or services related to the assets; and (2) the estimated costs to be incurred forthe transfer of the related goods or services, any excess is provided for impairment and recognizedas impairment loss of assets.
After the provision for impairment of assets related to contract costs is made, if the factors ofimpairment in previous periods change so that the difference between the above two is higher thanthe carrying amount of the assets, the original provision for impairment of the assets is reversedand recognized in profit or loss for the period, provided that the carrying amount of the assetsafter the reversal does not exceed the carrying amount of the assets at the date of reversalassuming no provision for impairment was made.
29. Government grants
Government grants are transfer of monetary assets or non-monetary assets from the government tothe Group at no consideration. A government grant is recognized only when the Group cancomply with the conditions attached to the grant and the Group will receive the grant.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amountreceived or receivable. If a government grant is in the form of a non-monetary asset, it ismeasured at fair value. If the fair value cannot be reliably determined, it is measured at a nominalamount. A government grant measured at a nominal amount is recognized immediately in profitor loss for the period.
A government grant related to an asset is recognized as deferred income, and evenly amortized toprofit or loss over the useful life of the related asset. A government grant measured at a nominalamount is recognized immediately in profit or loss in the current period. Where the relevant assetis sold, transferred, retired or damaged prior to the end of its useful life, the related undistributeddeferred income is transferred to profit or loss of the disposal period.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
29. Government grants - continued
For a government grant related to income, if the grant is a compensation for related expenses orlosses to be incurred in subsequent periods, the grant is recognized as deferred income andrecognized in profit or loss for the period in which the related costs or losses are recognized; If thegrant is a compensation for related expenses or losses already incurred, the grant is recognizedimmediately in profit or loss.
For government grants both related to asset and income, different parts are distinguished foraccounting treatment; if it is difficult to distinguish, they should be classified as governmentgrants related to income as a whole.
A government grant related to the Group's daily activities is recognized in other income based onthe nature of economic activities; a government grant not related to the Group's daily activities isrecognized in non-operating income.
30. Income tax
The income tax expenses include current income tax and deferred income tax.
30.1 Current income tax
At the balance sheet date, current income tax liabilities (or assets) for the current and prior periodsare measured at the amount expected to be paid (or recovered) according to the requirements oftax laws.
30.2 Deferred tax assets and deferred tax liabilities
For temporary differences between the carrying amounts of certain assets or liabilities and theirtax base, or between the nil carrying amount of those items that are not recognized as assets orliabilities and their tax base that can be determined according to tax laws, deferred tax assets andliabilities are recognized using the balance sheet liability method.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferredtax assets for deductible temporary differences are recognized to the extent that it is probable thattaxable profits will be available against which the deductible temporary differences can beutilized. However, for temporary differences associated with the initial recognition of goodwilland the initial recognition of an asset or liability arising from a transaction, which is not abusiness combination that affects neither the accounting profit nor taxable profits (or deductiblelosses) at the time of transaction, no deferred tax asset or liability is recognized.
For deductible losses and tax credits that can be carried forward, deferred tax assets arerecognized to the extent that it is probable that future taxable profits will be available againstwhich the deductible losses and tax credits can be utilized.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
30. Deferred tax assets/ deferred tax liabilities - continued
30.2 Deferred tax assets and deferred tax liabilities - continued
Deferred tax liabilities are recognized for taxable temporary differences associated withinvestments in subsidiaries, associates and joint ventures, except where the Group is able tocontrol the timing of the reversal of the temporary differences and it is probable that thetemporary differences will not be reversed in the foreseeable future. Deferred tax assets arisingfrom deductible temporary differences associated with investments in subsidiaries, associates andjoint ventures are recognized to the extent that it is probable that future taxable profits will beavailable against which the deductible temporary differences can be utilized and they are expectedto be reversed in the foreseeable future.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax ratesapplicable in the period in which the asset is realized or the liability is settled according to taxlaws.
Current and deferred tax expenses or income are recognized in profit or loss for the period, exceptwhen they arise from transactions or events that are directly recognized in other comprehensiveincome or shareholders' equity, in which case they are recognized in other comprehensive incomeor shareholders' equity, and when they arise from business combinations, in which case theyadjust the carrying amount of goodwill.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if itis no longer probable that sufficient taxable profits will be available in the future to allow thebenefit of deferred tax assets to be utilized. Any such reduction in amount is reversed when itbecomes probable that sufficient taxable profits will be available.
30.3 Income tax offsetting
When the Group has a legal right to settle on a net basis and intends either to settle on a net basisor to realize the assets and settle the liabilities simultaneously, current tax assets and current taxliabilities are offset and presented on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, anddeferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxationauthority on either the same taxable entity or different taxable entities which intend either to settlecurrent tax assets and liabilities on a net basis or to realize the assets and liabilitiessimultaneously, in each future period in which significant amounts of deferred tax assets orliabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset andpresented on a net basis.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases
A lease is a contract in which the lessor, for a certain period of time, gives the lessee the right touse the assets to obtain a consideration.
For contracts entered into, the Group assesses whether the contract is, or contains, a lease at thecommencement date. Such contract will not be reassessed unless the terms and conditions of thecontract are subsequently changed.
31.1 The Group as lessee
31.1.1 Separating components of a lease
For a contract that contains one or more lease components or non-lease components, the Groupseparates each individual lease and non-lease component and allocates the contract considerationin the relative proportion of the sum of the individual price of each lease component and theindividual price of the non-lease component.
31.1.2 Right-of-use assets
Except for short-term leases and leases of low-value assets, the Group recognizes the right-of-useassets of the leases at the commencement date. The commencement date of the lease is the datefrom which the lessor provides the leased assets to make them available for use by the Group.Right-of-use assets are initially measured at cost. The cost includes:
? the amount of the initial measurement of the lease liabilities.? any lease payments made at or before the commencement date, less any lease incentives.? any initial direct costs incurred by the Group.? an estimate of costs to be incurred by the Group in dismantling and removing the underlyingasset, restoring the site on which it is located or restoring the underlying asset to thecondition required by the terms and conditions of the lease.
Right-of-use assets are depreciated by the Group in accordance with the ASBE No.4 FixedAssets. If the Group is reasonably certain, that the lease will transfer ownership of the underlyingasset to the Group by the end of the lease term, the right-of-use assets are depreciated from thecommencement date to the end of the useful life of the underlying asset. Otherwise, the right-of-use assets are depreciated from the commencement date to the earlier of the end of the useful lifeof the right-of-use assets or the end of the lease term.
The Group applies ASBE No. 8 Impairment of Assets, to determine whether the right-of-useassets are impaired and to account for any impairment loss identified.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.1 The Group as lessee - continued
31.1.3 Lease liabilities
Except for short-term leases and leases of low-value assets, the Group initially measures leaseliabilities at the present value of the outstanding lease payments at the commencement date. Incalculating the present value of the lease payments, the Group uses the implicit interest rate of thelease as the discount rate. If it is not possible to determine the implicit interest rate of the lease,the incremental borrowing rate shall be applied.
The lease payments comprise the following payments by the Group for the right to use theunderlying asset during the lease term:
? fixed payments (including in-substance fixed payments), less any lease incentives.? variable lease payments that depend on an index or a rate.? the exercise price of a purchase option if the Group is reasonably certain to exercise that
option.? payments for terminating the lease, if the lease term reflects the Group exercising an optionto terminate the lease.? amounts expected to be payable by the Group under residual value guarantees.
Variable lease payments that depend on an index or a rate, are initially measured using the indexor rate as at the commencement date. Variable lease payments not included in the measurement ofthe lease liabilities, are recognized in profit or loss, or in the cost of relevant assets, in the periodof those payments.
After the commencement date, interest expenses on the lease liabilities in each period during thelease term is calculated by a constant periodic rate of interest, and included in profit or loss orcharged to cost of related assets.
After the commencement date, the Group shall remeasure the lease liabilities and makecorresponding adjustments to the related right-of-use assets in the following circumstances. If thecarrying amount of the right-of-use assets is reduced to zero and there is a further reduction in themeasurement of the lease liabilities, the Group shall recognize the difference in profit or loss:
? where there is a change in the lease term, or in the assessment of an option to purchase the
underlying asset, the Group remeasures the lease liabilities, on the basis of the revised lease
term and the revised discount rate;? where there is a change in the amounts expected to be payable under a residual value
guarantee, or in future lease payments resulting from a change in an index or a rate used to
determine those payments, the Group remeasures the lease liabilities, on the basis of the
revised lease payments and the unchanged discount rate, unless the change in the lease
payments results from a change in floating interest rates, in which case a revised discount
rate is applied to calculate the present value.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.1 The Group as lessee - continued
31.1.4 Short-term leases and leases of low-value assets
The Group elects not to recognize right-of-use assets or lease liabilities for short-term leases andleases of low-value assets, i.e. port and terminal facilities, buildings, machinery and equipment,furniture, fixture and other equipment, motor vehicles and cargo ships and others. A short-termlease is a lease that, at the commencement date, has a lease term of 12 months or less and does notcontain a call option. A lease of low-value assets is a lease that, the value of the underlying assetis less than RMB50,000 when it is new. For short-term leases and leases of low-value assets, theGroup recognizes the lease payments in profit or loss, or in the cost of related assets on a straight-line basis over each period within the lease term.
31.1.5 Lease modifications
A lease modification should be accounted for as a separate lease if both of the following apply:
? the modification increases the scope of the lease by adding the right to use one or moreunderlying assets.? the consideration for the lease increases by an amount commensurate with the stand-aloneprice for the increase in scope and any appropriate adjustments to that stand-alone priceaccording to the circumstances of the particular contract.
For a lease medication that is not accounted for as a separate lease, at the effective date of thelease modification, the Group should allocate the consideration in the modified contract,determine the lease term of the modified lease and remeasure the lease liabilities based on thepresent value of the changed lease payments and the revised discount rate.
For lease modifications that decrease the scope of the lease or shorten the term of the lease, theGroup should decrease the carrying amount of the right-of-use assets with any gain or lossrelating to the partial or full termination of the lease recognized in profit or loss. For re-measurement of lease liabilities due to other lease modifications, a corresponding adjustment ismade to the carrying amount of the right-of-use assets.
31.2 The Group as lessor
31.2.1 Separating components of a lease
For a contract that contains lease components and non-lease components, the Group allocates thecontract consideration in accordance with the Revenue Standards on allocation of transactionprices, based on the respective individual prices of the lease components and the non-leasecomponents.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.2 The Group as lessor - continued
31.2.2 Classification of leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all therisks and rewards of ownership. All other leases are classified as operating leases.
31.2.2.1 The Group as lessor under operating leases
The Group recognizes lease receipts from operating leases as rental income using a straight-linemethod over the respective periods of the lease term. The Group's initial direct costs incurred inconnection with operating leases are capitalized when the costs incurred, and are allocated toprofit or loss for the period over the lease term on the same basis as the recognition of rentalincome.
Variable lease receipts acquired by the Group in connection with operating leases that are notincluded in the lease receipts are recognized in profit or loss for the period when they are actuallyincurred.
31.2.2.2 The Group as lessor under finance leases
At the commencement date, the Group recognizes a finance lease receivable at the amount equalto the net lease investment with assets under finance lease derecognized. The net lease investmentis the sum of any unguaranteed residual value and the present value of the lease receipts over thelease term discounted at the interest rate implicit in lease.
The lease receivable comprises the following payments collected by the Group from the lessee forthe transfer of the right to use the underlying assets during the lease term:
? fixed payments (including in-substance fixed payments) paid by the lessee, less any leaseincentives.? variable lease payments that depend on an index or a rate.? the exercise price of a purchase option, provided that it is reasonably determined that thelessee will exercise the option.? payments for terminating the lease, provided that the lease term reflects that the lessee will
exercise the option to terminate the lease;? residual value of guarantee provided to the Group by the lessee, a party related to the lessee
and an independent third party with the financial ability to fulfil the guarantee obligations.
Variable lease receipts not included in the net lease investment are recognized in profit or losswhen they are actually incurred.
Interest income for each period over the lease term is calculated and recognized by the Group at afixed periodic rate.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.2 The Group as lessor - continued
31.2.3 Subleases
As the lessor of a sublease, the Group accounts for the original lease contract and the subleasecontract on a separate basis. The Group classifies the subleases based on the right-of-use assetsgenerating from the original lease rather than the underlying assets of the original lease.
31.2.4 Lease modifications
The Group accounts for a modification to an operating lease as a new lease from the effective dateof the modification, considering any lease advances or receivables relating to the original lease asthe lease receipts for the new lease.
A lease modification should be accounted for as a separate lease if there is a modification in afinance lease and both of the followings apply:
? the modification increases the scope of the lease by adding the right to use one or moreunderlying assets; and? the consideration for the lease increases by an amount commensurate with the stand-alone
price for the increase in scope with any appropriate adjustment to that stand-alone price.
For a modification to a finance lease that is not accounted for as a separate lease, the Groupaccounts for the modification as follows:
? If the lease would have been classified as an operating lease had the modification been
effective at the commencement date, the Group should account for the lease modification asa new lease from the effective date of the modification, and measure the carrying amount ofthe underlying assets at the amount equal to the net lease investment before the effectivedate of the modification;? If the lease would have been classified as a finance lease had the modification been effective
at the commencement date, the Group should account for it in accordance with theprovisions on contract modification and renegotiation under Accounting Standards forBusiness Enterprises No. 22 - Financial Instruments: Recognition and Measurement.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.3 Sale and leaseback transactions
31.3.1 The Group as the seller-lessee
The Group assesses and determines whether the transfer of an asset in a sale and leasebacktransaction constitutes a sale according to the requirements of Revenue Standards. If the transferof an asset does not constitute a sale, the Group continues to recognize the transferred asset andrecognizes a financial liability at an amount equal to the transfer proceeds which is accounted forunder the Accounting Standards for Business Enterprises No. 22 - Financial Instruments:
Recognition and Measurement. If the transfer of an asset constitutes a sale, the Group measuresthe right-of-use assets arising from the leaseback transaction at the proportion of the originalcarrying amount of the asset that relates to the use right obtained from leaseback, and recognizesany gain or loss only on the basis of the rights transferred to the lessor.
31.3.2 The Group as the buyer-lessor
If the transfer of an asset in a sale and leaseback transaction does not constitute a sale, the Groupdoes not recognize the transferred asset but a financial asset at an amount equal to the transferproceeds, and accounts for such financial asset under the Accounting Standards for BusinessEnterprises No. 22 - Financial Instruments: Recognition and Measurement. If the transfer of anasset constitutes a sale, the Group accounts for the purchase of the asset in accordance with otherapplicable Accounting Standards for Business Enterprises and accounts for the lease of the asset.
32. Exchange of non-monetary assets
When the non-monetary assets are of commercial substance and the fair value of assets receivedor the assets given up can be measured reliably, the non-monetary transactions are measured atfair value. For the asset received, the fair value of the asset given up and related taxes payable arerecognized as the cost at initial recognition; For the asset given up, at derecognition, thedifference between the fair value and the carrying amount is recognized in profit or loss for thecurrent period. When there is clear evidence indicating that the fair value of the received asset ismore reliable, for the asset received, the fair value of the asset received and related taxes payableare recognized as the cost at initial recognition; For the asset given up, at derecognition, thedifference between the fair value of the asset received and the carrying amount of the asset givenup is recognized in profit or loss for the current period.
When the non-monetary transactions fail to meet criteria to be measured at fair value, thetransactions are measured at carrying amounts. For the asset received, the carrying amount of theasset given up and relevant taxes payable are recognized as the cost of at initial recognition. Forthe asset given up, at derecognition, no profit or loss is recognized.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
33. Discontinued operation
A discontinued operation is a component of the Group that can be clearly distinguished and satisfiesone of the following conditions, and such component has been disposed of or is classified as held-for-sale:
(1) Such component represents a separate major line of business or geographical area of operations.
(2) Such component is part of the separate major line of business or geographical area of operationsto be disposed of based on the associated plan.
(3) Such component is a subsidiary acquired exclusively for the purpose of resale.
Gains or losses from discontinued operations are presented separately from those from continuingoperations in the income statement. Operating gains or losses such as impairment losses fromdiscontinued operations and the amount of reversals, and the gains or losses from disposals arepresented as discontinued operations. For discontinued operations presented in the current period,the Group restates the information previously presented as gains or losses from continuingoperations in the current financial statements as discontinued operations in the comparableaccounting period.
34. Safety production cost
According to the Administrative Measures for the Collection and Utilization of Enterprise WorkSafety Funds (Cai Zi [2022] No. 136) jointly issued by the Ministry of Finance and theEmergency Department on 13 December 2022, safety production cost set aside by the Group isdirectly included in the cost of relevant products or recognized in profit or loss for the period, andtransferred to special reserve simultaneously. When safety production cost set aside is utilized, ifthe costs incurred can be categorized as expenditure, the costs incurred should be charged againstthe special reserve. If the costs set aside are used to build up fixed assets, the costs should becharged to construction in progress, and reclassified to fixed assets when the safety projects areready for intended use. Meantime, expenditures in building up fixed assets are directly chargedagainst the special reserve with the accumulated depreciation recognized at the same amount.Depreciation will not be made in the future period on such fixed assets.
35. Share-based payments
A share-based payment is a transaction which the Group grants equity instruments, in return forservices rendered by employees or other parties. The Group's share-based payments includeequity-settled share-based payments.
Equity-settled share-based payments in exchange for services rendered by employees aremeasured at fair value of the equity instruments granted to employees at the grant date. Suchamount is recognized as related costs or expenses on a straight-line basis over the vesting period,based on the best estimate of the number of equity instruments expected to vest/ as related costs orexpenses at the grant date, if the equity instruments could be vested immediately, with acorresponding increase in capital reserve.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(V) CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY
ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES
In the application of accounting policies and accounting estimates as set out in Note (IV), theGroup is required to make judgments, estimates and assumptions about the carrying amounts ofitems in the financial statements that cannot be measured accurately, due to the internaluncertainty of the operating activities. These judgments, estimates and assumptions are based onhistorical experience of the Group's management as well as other factors that are considered to berelevant. Actual results may differ from these estimates.
The Group regularly reviews the judgments, estimates and assumptions on a going concern basis.Changes in accounting estimates which only affect the current period should be recognized in thecurrent period; changes which not only affect the current but the future periods should berecognized in the current and future periods. At the balance sheet date, key assumptions anduncertainties in critical judgments and accounting estimates that are likely to lead to significantadjustments to the carrying amounts of assets and liabilities in the future are as follows:
Goodwill impairment
For the purpose of impairment testing, the present value of the expected future cash flows of theassets group or portfolio including goodwill shall be calculated, and such expected future cashflows shall be estimated. Meantime, a pre-tax rate shall be determined that should reflect the timevalue of money on the current market and the specific interest risks.
Recognition of deferred income tax
The Group calculates and makes provision for deferred tax liabilities according to the profitdistribution plans of subsidiaries, associates and joint ventures and relevant provisions of tax law.For retained earnings of the investee which are not expected to be distributed, since the profitswill be used for the daily operation and future development of the investee, no deferred taxliabilities are recognized. If the profits to be actually distributed in future years are more or lessthan those expected, corresponding deferred tax liabilities will be recognized or reversed in profitor loss for the period at the earlier of the date on which the profit distribution plan is changed andthe date on which the profit distribution is declared.
Deferred tax assets are recognized based on the deductible temporary differences and thecorresponding tax rate, to the extent that it is probable that future taxable profits will be availableagainst which the deductible temporary differences can be utilized. If the actual taxable income infuture years are more or less than that expected, corresponding deferred tax assets will berecognized or reversed in profit or loss for the period in which they are actually incurred.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(V) CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY
ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES - continued
Estimated useful lives and residual value of fixed assets and intangible assets
The Group assesses the estimated useful lives and residual value of fixed assets and intangibleassets. Such estimate is made by reference to the historical experience of actual useful lives andresidual value of fixed assets and intangible assets of similar nature and function, and is subject tosignificant changes due to technical innovation and fierce industry competition. Where theestimated useful lives and residual value of fixed assets and intangible assets are less than theprevious estimates, the Group will increase the depreciation and amortization, or write off oreliminate the technically obsolete fixed assets or intangible assets.
(VI) CHANGES IN SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES
1. Changes in significant accounting policies
1.1 Interpretation No. 15 of the Accounting Standards for Business Enterprises
The Interpretation No. 15 of the Accounting Standards for Business Enterprises was issued by theMinistry of Finance on 30 December 2021, which stipulated the accounting treatment of externalsale of products or by-products produced by an enterprise before the fixed assets are ready forintended use or in the process of research and development, as well as the judgment on onerouscontract.
Accounting treatment of external sale of products or by-products produced by an enterprise beforethe fixed assets are ready for intended use or in the process of research and development
In accordance with the Interpretation No. 15, if an enterprise sells products or by-productsproduced before the fixed assets are ready for intended use or in the process of research anddevelopment, it shall, in accordance with the provisions of Revenue Standards and AccountingStandards for Business Enterprises No. 1 - Inventories, respectively conduct accounting treatmentof income and costs related to the trial sale, and include them in profit or loss for the period, butthe balance of the related income from trial sale less cost shall not be used to offset against thecost of fixed assets or research and development expenses. Concurrently, an enterprise shallseparately disclose in the notes the information including the amount of related income from andcost of trial sale, the specific presenting items, and the significant accounting estimates applied indetermining the cost of trial sale. The Interpretation became effective from 1 January 2022, andretroactive adjustments should be made for trial sale that occurred between the beginning of theearliest presentation period of the financial statements and 1 January 2022.
Upon assessment, the Group considers that the adoption of this Interpretation has no significantimpact on the financial statements of the Group.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VI) CHANGES IN SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
1. Changes in significant accounting policies - continued
1.1 Interpretation No. 15 of the Accounting Standards for Business Enterprises - continued
Judgment on onerous contracts
The Interpretation No. 15 clarifies that the "cost to perform the contract" considered by anenterprise in determining whether a contract is an onerous contract shall include the incrementalcost to perform the contract and the apportioned amount of other costs directly related to theperformance of the contract. The Interpretation became effective from 1 January 2022, and anenterprise shall implement this Interpretation on contracts to which the obligations have not beencompletely fulfilled by 1 January 2022. The accumulative effect is adjusted for the openingbalance of retained earnings for the year when the Interpretation is implemented and other relateditems to the financial statements, but not adjusted for the comparative data of prior periods.
Upon assessment, the Group considers that the adoption of this Interpretation has no significantimpact on the financial statements of the Group.
1.2 Interpretation No. 16 of the Accounting Standards for Business Enterprises
The Interpretation No. 16 of the Accounting Standards for Business Enterprises (the"Interpretation No. 16") was issued by the Ministry of Finance on 30 November 2022, whichstipulated the accounting treatment concerning the income tax effect of dividends on a financialinstrument classified as an equity instrument by the issuer, and the change in cash-settled share-based payment to equity-settled share-based payment by an enterprise.
Accounting treatment concerning the income tax effect of dividends on a financial instrumentclassified as an equity instrument by the issuer
In accordance with the Interpretation No. 16, for a financial instrument classified as an equityinstrument by an enterprise in accordance with the Accounting Standards for Business EnterprisesNo. 37 - Presentation of Financial Instruments and other applicable provisions, if the relevantdividend payments are deductible before enterprise income tax in accordance with the relevant taxprovisions, the enterprise, on recognition of dividends payable, shall include the tax effect ofdividends in profit or loss or owners' equity using the same accounting treatment for previoustransactions or events that generated distributable profits. The Interpretation became effectivefrom 30 November 2022. Where the recognition of dividends payable by a financial instrumentclassified as an equity instrument occurs during the period from 1 January 2022 to the effectivedate of the Interpretation, the enterprise shall adjust the tax effect if such effect exists but is nottreated according to the provisions hereinabove. Where the said recognition occurs before 1January 2022 but the relevant financial instrument has not been derecognized as at 1 January2022, the enterprise shall adjust the tax effect retrospectively if such effect exists but is not treatedaccording to the provisions hereinabove.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VI) CHANGES IN SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
1. Changes in significant accounting policies - continued
1.2 Interpretation No. 16 of the Accounting Standards for Business Enterprises - continued
Accounting treatment concerning the income tax effect of dividends on a financial instrumentclassified as an equity instrument by the issuer - continued
The Group considers that the adoption of this Interpretation has no significant impact on thefinancial statements of the Group.
Accounting treatment concerning the change in cash-settled share-based payment to equity-settledshare-based payment by an enterprise
In accordance with the Interpretation No. 16, where an enterprise changes the terms andconditions of a cash-settled share-based payment agreement to those of an equity-settled share-based payment agreement, the enterprise shall, on the date of change, measure the equity-settledshare-based payment at fair value of the equity instrument on which it is granted, include theservices received in capital reserve, and at the same time, derecognize the liability that has beenrecognized for cash-settled share-based payment on the date of change, with the resulteddifference included in profit or loss for the period. The Interpretation became effective from 30November 2022. For the aforesaid transactions that are added during the period from 1 January2022 to the effective date of the Interpretation, the enterprise shall make adjustments inaccordance with the provisions of the Interpretation. If any transaction occurred before 1 January2022 is not treated in accordance with the aforesaid provisions, the accumulative effect shalladjusted for the retained earnings at 1 January 2022 and other related items to the financialstatements, but not adjusted for the comparative data of prior periods.
The Group considers that the adoption of this Interpretation has no significant impact on thefinancial statements of the Group.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VII) TAXES
1. Major taxes and tax rates
CHINA MERCHANTS PORT GROUP CO., LTD.Taxes
| Taxes | Tax basis | Tax rate |
| Enterprise income tax | Taxable income | 8.25%-34% (Note 1) |
| Dividend income tax | 5%,10% (Note 2) | |
| Value-added tax ("VAT") (Note 3) | Income from sale of goods | 9%,13% |
| Income from transportation, loading and unloading business and part of modern service industries | 6% | |
| Income from sale of real estate, property management, lease of real estate, etc. | 3%, 5%, 9% | |
| Social contribution tax (Note 4) | Income | 0.65%-7.6% |
| Deed tax | Land use right and property transfer amount | 3%-5% |
| Property tax | 70% of cost of property or rental income | 1.2% or 12% |
| City maintenance and construction tax | VAT paid | 1%-7% |
| Education surtax | VAT paid | 3% |
| Land use tax | Land area actually occupied | RMB 0.8-12 per square meter |
Note 1: The Group's enterprise income tax is calculated based on the current tax rate stipulated by
local tax laws. Among them, the Company is subject to an enterprise income tax rate of25%, the subsidiaries set up in Hong Kong are subject to an enterprise income tax rate of
8.25% and 16.5%, the majority of subsidiaries set up in China are subject to an enterpriseincome tax rate of 25% and certain others are subject to the preferential tax rate for smalland micro enterprises of 20%, certain domestic subsidiaries are subject to the preferentialtax rate for high-tech enterprises or encouraged industrial enterprises in the region of 15%,and the other overseas subsidiaries are subject to enterprise income tax rates between 27%and 34%.
The Company obtains dividends distributed by overseas subsidiaries and should payenterprise income tax at a rate of 25% in accordance with relevant Chinese tax laws. TheCompany obtains taxable income outside of China, and the amount of income tax that hasbeen paid abroad can be offset with the current taxable amount. The credit limit is thetaxable amount calculated in accordance with the provisions of the Enterprise Income TaxLaw.
Note 2: Foreign investors who receive dividends of profits from Chinese subsidiaries in 2008 and
thereafter generally shall pay withholding income tax at a rate of 10% in accordance withthe relevant provisions on the PRC enterprise income tax. For companies incorporated incertain regions (including Hong Kong and Singapore), if the companies are actual ownersholding more than 25% interest in the subsidiaries in China, they will enjoy a preferentialtax rate of 5%.
Note 3: The VAT amount is the balance of the output tax less the deductible input tax, and the
output tax is calculated in accordance with the sales income and the corresponding tax ratestipulated in the relevant tax laws of China.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 76 -
(VII) TAXES - continued
1. Major taxes and tax rates - continued
Note 4: The social contribution tax is the tax paid by TCP Participa??es S.A. (hereinafter referred
to as "TCP"), an overseas subsidiary of the Group, to the local government.
2. Tax preference
Some subsidiaries of the Group in China are recognized as high-tech enterprises or encouragedindustrial enterprises in the region and are subject to an enterprise income tax rate of 15%. TheGroup's subsidiaries outside of China may be subject to enterprise income tax preference inaccordance with relevant local tax policies.
From 1 January 2020 to 31 December 2022, the urban land use tax for some domestic subsidiariesof the Group on the land for bulk commodity storage facilities is levied at the reduced rate of 50%of the tax amount applicable to the grade of the land.
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Cash and bank balances
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Cash | 726,960.10 | 501,446.73 |
| Including: RMB | 2,767.60 | 20,504.26 |
| USD | 44,853.90 | 105,169.96 |
| HKD | 26,167.88 | 23,918.14 |
| BRL | 6,536.63 | 5,600.44 |
| Others | 646,634.09 | 346,253.93 |
| Bank deposits (Note1) | 13,061,475,159.69 | 12,367,010,853.19 |
| Including: RMB | 10,688,462,520.89 | 8,311,399,392.65 |
| USD | 1,045,085,866.19 | 1,481,370,545.88 |
| EUR | 745,066,787.31 | 708,753,319.34 |
| BRL | 379,062,088.91 | 273,845,734.48 |
| HKD | 141,668,372.90 | 1,567,048,304.98 |
| AUD | 4,708,056.85 | 3,805,872.65 |
| Others | 57,421,466.64 | 20,787,683.21 |
| Other cash and bank balances (Note 2) | 553,726,619.61 | 404,837,106.85 |
| Including: RMB | 340,778,819.19 | 404,810,610.86 |
| HKD | 212,571,712.02 | 26,495.99 |
| USD | 376,088.40 | - |
| Total | 13,615,928,739.40 | 12,772,349,406.77 |
| Including: Total amount of funds deposited overseas | 4,012,922,744.09 | 4,261,299,895.41 |
| Total amount of funds deposited in Finance Company | 1,841,698,554.32 | 2,178,303,655.54 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
1. Cash and bank balances - continued
Note 1: The balance of interest receivable on bank deposits was RMB 16,126,969.60, and the
frozen funds of ETC card business amounted to RMB 12,000.00.
Note 2: The balance of the securities margin account totalled RMB 220,246,321.43 in other cash
and bank balances at the end of the year, the principal of the time certificate of deposit thatcan be readily withdrawn on demand at the end of the year totalled RMB 301,000,000.00,the interest of the time certificate of deposit totalled RMB 23,183,152.24, and therestricted deposit totalled RMB 9,297,145.94.
2. Held-for-trading financial assets
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Financial assets at FVTPL | 2,998,781,599.63 | 6,921,831,502.55 |
| Including: Debt investment instruments | - | - |
| Equity investment instruments | 135,742.11 | 157,196.79 |
| Structured deposits | 2,998,645,857.52 | 6,921,674,305.76 |
| Total | 2,998,781,599.63 | 6,921,831,502.55 |
3. Notes receivable
(1) Category of notes receivable
| Category | 31/12/2022 | 31/12/2021 |
| Commercial acceptance | 36,000,000.00 | - |
| Bank acceptance | 395,000.00 | 6,081,611.95 |
| Total | 36,395,000.00 | 6,081,611.95 |
| Less: Provision for credit loss (Note) | - | - |
| Carrying amount | 36,395,000.00 | 6,081,611.95 |
Note: The Group believes that the acceptor of its bank acceptance and commercial acceptance
has high credit ratings with no significant credit risks; therefore, no provision for creditloss is made.
(2) As at 31 December 2022, the Group has no notes receivable pledged.
(3) As at 31 December 2022, the Group has no endorsed or discounted and not yet matured
notes receivable at the balance sheet date.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
3. Notes receivable - continued
(4) As at 31 December 2022, the Group has no notes reclassified to accounts receivable due to
the drawers' inability to settle the notes.
(5) The Group has no notes receivable written off in 2022.
4. Accounts receivable
(1) Aging analysis of accounts receivable
CHINA MERCHANTS PORT GROUP CO., LTD.
Aging
| Aging | 31/12/2022 | ||
| Accounts receivable | Provision for credit loss | Proportion (%) | |
| Within 1 year | 1,296,002,000.92 | 30,607,095.51 | 2.36 |
| 1-2 years | 11,157,744.62 | 3,209,367.93 | 28.76 |
| 2-3 years | 10,897,749.26 | 9,934,707.42 | 91.16 |
| More than 3 years | 52,105,462.08 | 50,262,096.58 | 96.46 |
| Total | 1,370,162,956.88 | 94,013,267.44 | |
(2) Disclosure of accounts receivable by category
| Credit rating | Expected credit loss rate (%) | 31/12/2022 | 31/12/2021 | ||||
| Gross carrying amount | Provision for credit loss | Carrying amount | Gross carrying amount | Provision for credit loss | Carrying amount | ||
| A | 0.00-0.10 | 757,893,845.42 | 254,506.65 | 757,639,338.77 | 768,959,184.29 | 195,963.28 | 768,763,221.01 |
| B | 0.10-0.30 | 437,329,923.88 | 579,435.66 | 436,750,488.22 | 436,073,607.05 | 1,088,792.71 | 434,984,814.34 |
| C | 0.30-50.00 | 91,915,183.34 | 12,581,359.16 | 79,333,824.18 | 146,604,738.15 | 32,286,595.88 | 114,318,142.27 |
| D | 50.00-100.00 | 83,024,004.24 | 80,597,965.97 | 2,426,038.27 | 55,590,039.99 | 53,078,639.80 | 2,511,400.19 |
| Total | 1,370,162,956.88 | 94,013,267.44 | 1,276,149,689.44 | 1,407,227,569.48 | 86,649,991.67 | 1,320,577,577.81 | |
(3) Changes in provision for credit loss of accounts receivable
| Item | Lifetime expected credit loss (not credit-impaired) | Lifetime expected credit loss (credit-impaired) | Total |
| At 1 January 2022 | 33,571,351.87 | 53,078,639.80 | 86,649,991.67 |
| Gross carrying amount of accounts receivable at 1 January 2022 | |||
| - Transfer to credit-impaired accounts receivable | -2,021,454.72 | 2,021,454.72 | - |
| - Reversal of accounts receivable that are not credit-impaired | - | - | - |
| Provision for the year | 372,106.49 | 25,723,534.94 | 26,095,641.43 |
| Reversal for the year | -18,929,147.99 | -1,226,541.07 | -20,155,689.06 |
| Transfer-out due to derecognition of financial assets (including direct write-down) | - | -5,205.00 | -5,205.00 |
| Other changes | 422,445.82 | 1,006,082.58 | 1,428,528.40 |
| At 31 December 2022 | 13,415,301.47 | 80,597,965.97 | 94,013,267.44 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Accounts receivable - continued
(4) Accounts receivable written off in the year
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | Nature | Amount | Reason for write-off | Procedures performed | Arising from related party transactions or not |
| Entity 1 | Service fees | 5,205.00 | The business licence was revoked | Yes | No |
| Total | 5,205.00 |
(5) The top five balances of accounts receivable at the end of the year classified by debtor
| Name of entity | 31/12/2022 | Aging | Proportion of the amount to the total accounts receivable (%) | Closing balance of provision for credit loss |
| Client 1 | 261,495,217.57 | Within 1 year, 2-3 years, more than 3 years | 19.08 | 14,595.06 |
| Client 2 | 41,867,906.09 | Within 1 year, 1-2 years, 2-3 years | 3.06 | 71,348.35 |
| Client 3 | 24,908,308.44 | More than 3 years | 1.82 | 24,908,308.44 |
| Client 4 | 20,674,309.00 | Within 1 year | 1.51 | - |
| Client 5 | 20,134,539.40 | Within 1 year | 1.47 | - |
| Total | 369,080,280.50 | 26.94 | 24,994,251.85 |
5. Receivables financing
(1) Classification of receivables financing
| Item | 31/12/2022 | 31/12/2021 |
| Bank acceptance measured at fair value | 163,766,913.10 | 238,429,402.71 |
(2) As at 31 December 2022, the Group has no pledged receivables financing.
(3) As at 31 December 2022, the Group's receivables financing that have been endorsed or
discounted and have not yet matured at the balance sheet date are as follows:
| Item | 31/12/2022 | 31/12/2021 | ||
| Derecognized | Recognized | Derecognized | Recognized | |
| Bank acceptance measured at fair value | 105,141,033.28 | - | 153,044,339.75 | - |
6. Prepayments
(1) Aging analysis of prepayments
| Aging | 31/12/2022 | 31/12/2021 | ||||
| Gross carrying amount | Proportion (%) | Impairment provision | Gross carrying amount | Proportion (%) | Impairment provision | |
| Within 1 year | 61,917,391.43 | 97.31 | - | 51,121,689.93 | 99.06 | - |
| 1-2 years | 1,589,158.49 | 2.50 | - | 351,693.15 | 0.68 | - |
| 2-3 years | - | - | - | 109,329.76 | 0.21 | - |
| More than 3 years | 120,875.50 | 0.19 | - | 24,081.36 | 0.05 | - |
| Total | 63,627,425.42 | 100.00 | - | 51,606,794.20 | 100.00 | - |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
6. Prepayments - continued
(2) As at 31 December 2022, the Group has no significant prepayments aged more than one
year.
(3) The top five balances of prepayments at the end of the year classified by entities
CHINA MERCHANTS PORT GROUP CO., LTD.Name of entity
| Name of entity | Relationship with the Company | 31/12/2022 | Aging | Proportion of the closing balance to the total prepayments (%) | Reason for not being settled |
| Entity 1 | Non-related party | 19,122,938.15 | Within 1 year | 30.05 | Unsettled advance premium |
| Entity 2 | Non-related party | 8,485,362.69 | Within 1 year and 1-2 years | 13.34 | Unsettled prepayment for communication charges |
| Entity 3 | Non-related party | 6,504,288.81 | Within 1 year | 10.22 | Unsettled prepayment for dredging expenses |
| Entity 4 | Non-related party | 2,538,109.18 | Within 1 year | 3.99 | Unsettled prepayment for purchase of materials |
| Entity 5 | Non-related party | 2,329,721.44 | Within 1 year | 3.66 | Unsettled advance premium |
| Total | 38,980,420.27 | 61.26 |
7. Other receivables
7.1 Summary of other receivables
| Item | 31/12/2022 | 31/12/2021 |
| Dividends receivable | 416,040,485.62 | 264,626,493.85 |
| Other receivables | 532,801,608.68 | 431,650,102.02 |
| Total | 948,842,094.30 | 696,276,595.87 |
7.2 Dividends receivable
(1) Presentation of dividends receivable
| Name of investee | 31/12/2022 | 31/12/2021 |
| China Nanshan Development (Group) Incorporation ("Nanshan Group") | 240,591,000.00 | 185,070,000.00 |
| Tin-Can Island Container Terminal Ltd | 65,121,449.40 | 19,076,909.00 |
| Qingdao Qianwan United Container Terminal Co., Ltd. | 50,000,000.00 | - |
| Zhanjiang Merchants Port City Investment Co., Ltd. ("Merchants Port City") | 41,847,044.77 | 41,847,044.77 |
| COSCO Logistics (Zhanjiang) Co., Ltd. | 18,449,001.16 | 18,403,959.77 |
| Others | 448,447.23 | 493,472.09 |
| Total | 416,456,942.56 | 264,891,385.63 |
| Less: Provision for credit loss | 416,456.94 | 264,891.78 |
| Carrying amount | 416,040,485.62 | 264,626,493.85 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.2 Dividends receivable - continued
(2) Significant dividends receivable aged more than 1 year
CHINA MERCHANTS PORT GROUP CO., LTD.Name ofinvestee
| Name of investee | 31/12/2022 | 31/12/2021 | Aging | Reason for not being recovered | Impaired or not and the determination basis |
| Nanshan Group | 111,042,000.00 | 74,028,000.00 | 1-2 years, 2-3 years | Undergoing relevant formalities, expected to be recovered by the end of 2023 | No |
(3) Changes in provision for credit loss of dividends receivable
| Item | Stage 1 | Stage 2 | Stage 3 | Total |
| 12-month expected credit loss | Lifetime expected credit loss (not credit-impaired) | Lifetime expected credit loss (credit-impaired) | ||
| At 1 January 2022 | 264,891.78 | - | - | 264,891.78 |
| Gross carrying amount of dividends receivable at 1 January 2022 | ||||
| - Transfer to Stage 2 | - | - | - | - |
| - Transfer to Stage 3 | - | - | - | - |
| - Reverse to Stage 2 | - | - | - | - |
| - Reverse to Stage 1 | - | - | - | - |
| Provision for the year | 151,565.16 | - | - | 151,565.16 |
| Reversal for the year | - | - | - | - |
| Transfer-out due to derecognition of financial assets (including direct write-down) | - | - | - | - |
| Other changes | - | - | - | - |
| At 31 December 2022 | 416,456.94 | - | - | 416,456.94 |
7.3 Other receivables
(1) Aging analysis of other receivables
| Aging | 31/12/2022 | ||
| Other receivables | Provision for credit loss | Proportion (%) | |
| Within 1 year | 487,428,214.83 | 229,150,234.71 | 47.01 |
| 1-2 years | 192,100,283.58 | 4,690,780.38 | 2.44 |
| 2-3 years | 12,444,128.52 | 9,740,862.33 | 78.28 |
| More than 3 years | 844,098,122.57 | 759,687,263.40 | 90.00 |
| Total | 1,536,070,749.50 | 1,003,269,140.82 | 65.31 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(2) Disclosure of other receivables by nature
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Operation compensation (Note 1) | 859,677,826.43 | 618,500,035.62 |
| Advance payments | 295,592,304.09 | 260,222,250.12 |
| Land compensation (Note 2) | 89,630,000.00 | 89,630,000.00 |
| Special subsidy | 31,716,257.00 | 24,800,000.00 |
| Deposits | 26,402,747.81 | 25,492,288.59 |
| Compensation for profit or loss on transition | - | 6,347,258.89 |
| Others | 233,051,614.17 | 165,222,559.00 |
| Total | 1,536,070,749.50 | 1,190,214,392.22 |
| Less: Provision for credit loss | 1,003,269,140.82 | 758,564,290.20 |
| Carrying amount | 532,801,608.68 | 431,650,102.02 |
Note 1: This represents the operation compensation receivable by a subsidiary of the Company
from the holding company of its minority shareholder in accordance with the agreement.In 2022, the Group recognized compensation of RMB213,574,591.16. As at 31 December2022, the Group has fully provided for credit losses on the accumulated outstandingcompensation amounting to RMB859,677,826.43.
Note 2: On 9 October 2021, Zhanjiang Port (Group) Co., Ltd. (hereinafter referred to as
"Zhanjiang Port"), a subsidiary of the Company, entered into the Agreement on Recoveryof State-owned Land Use Rights with the local government. Pursuant to the Agreement,Zhanjiang Port shall return the land of approximately 195.68 mu located in ZhanjiangComprehensive Bonded Zone on the east of Gangshu Avenue, which is amounting toRMB 89,630,000.00. The above-mentioned land has been returned before 31 December2021. As at 31 December 2022, the above-mentioned land compensation has not beenrecovered yet.
(3) Provision for credit loss of other receivables
As part of the Group's credit risk management, the Group conducts internal credit ratings for itscustomers and determines the expected loss rate for other receivables for each rating. Suchexpected average loss rates are based on actual historical impairment and taking into account thecurrent and future economic conditions.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(3) Provision for credit loss of other receivables - continued
As at 31 December 2022, the credit risk and expected credit loss of other receivables of each category of customers are presented as below:
CHINA MERCHANTS PORT GROUP CO., LTD.Credit rating
| Credit rating | Expected credit loss rate (%) | 31/12/2022 | 31/12/2021 | ||||||
| 12-month expected credit loss | Lifetime expected credit loss (not credit-impaired) | Lifetime expected credit loss (credit-impaired) | Total | 12-month expected credit loss | Lifetime expected credit loss (not credit-impaired) | Lifetime expected credit loss (credit-impaired) | Total | ||
| A | 0.00-0.10 | 532,760,873.61 | - | - | 532,760,873.61 | 431,741,133.45 | - | - | 431,741,133.45 |
| B | 0.10-0.30 | - | - | - | - | - | - | - | - |
| C | 0.30-50.00 | - | - | - | - | - | - | - | - |
| D | 50.00-100.00 | - | - | 1,003,309,875.89 | 1,003,309,875.89 | - | - | 758,473,258.77 | 758,473,258.77 |
| Gross carrying amount | 532,760,873.61 | - | 1,003,309,875.89 | 1,536,070,749.50 | 431,741,133.45 | - | 758,473,258.77 | 1,190,214,392.22 | |
| Provision for credit loss | 24,451.35 | - | 1,003,244,689.47 | 1,003,269,140.82 | 106,031.43 | - | 758,458,258.77 | 758,564,290.20 | |
| Carrying amount | 532,736,422.26 | - | 65,186.42 | 532,801,608.68 | 431,635,102.02 | - | 15,000.00 | 431,650,102.02 | |
Including: Significant other receivables for which the provision for credit loss is assessed individually at the end of the year (credit rating of D)
| Name | 31/12/2022 | Provision for credit loss | ECL rate (%) | Reason for provision |
| Entity 1 | 859,677,826.43 | 859,677,826.43 | 100.00 | Expected to be unrecoverable (Note) |
| Entity 2 | 108,624,448.23 | 108,624,448.23 | 100.00 | Expected to be unrecoverable |
| Entity 3 | 14,000,000.00 | 14,000,000.00 | 100.00 | Expected to be unrecoverable |
| Total | 982,302,274.66 | 982,302,274.66 |
Note: Refer to Note (VIII) 7.3(2).
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(4) Provision, reversal and write-off of credit loss of other receivables
CHINA MERCHANTS PORT GROUP CO., LTD.Provision for credit loss
| Provision for credit loss | Stage 1 | Stage 2 | Stage 3 | Total |
| 12-month expected credit loss | Lifetime expected credit loss (not credit-impaired) | Lifetime expected credit loss (credit-impaired) | ||
| At 1 January 2022 | 106,031.43 | - | 758,458,258.77 | 758,564,290.20 |
| Balance of other receivables at 1 January 2022 | ||||
| - Transfer to Stage 2 | - | - | - | - |
| - Transfer to Stage 3 | -37,851.00 | - | 37,851.00 | - |
| - Reverse to Stage 2 | - | - | - | - |
| - Reverse to Stage 1 | 826,764.77 | - | -826,764.77 | - |
| Provision for the year | 17,847.65 | - | 218,784,542.22 | 218,802,389.87 |
| Reversal for the year | -888,341.50 | - | -830,770.60 | -1,719,112.10 |
| Charge-off for the year | - | - | - | - |
| Write-off for the year | - | - | -4,000.00 | -4,000.00 |
| Other changes | - | - | 27,625,572.85 | 27,625,572.85 |
| At 31 December 2022 | 24,451.35 | - | 1,003,244,689.47 | 1,003,269,140.82 |
(5) Write-off of other receivables in the year
| Item | Nature | Amount | Reason for write-off | Procedures performed | Arising from related party transactions or not |
| Entity 1 | Others | 4,000.00 | The business licence has been revoked | Yes | No |
| Total | 4,000.00 |
(6) The top five balances of other receivables at the end of the year classified by debtor
| Name of entity | Nature | 31/12/2022 | Aging | Proportion to total other receivables (%) | Closing balance of provision for credit loss |
| Entity 1 | Operation compensation | 859,677,826.43 | Within 1 year, more than 3 years | 55.97 | 859,677,826.43 |
| Entity 2 | Advance payments | 123,474,649.44 | Within 1 year, 1-2 years | 8.04 | - |
| Entity 3 | Advance payments | 108,624,448.23 | Within 1 year, 1-2 years, 2-3 years, more than 3 years | 7.07 | 108,624,448.23 |
| Entity 4 | Land compensation | 89,630,000.00 | 1-2 years | 5.84 | - |
| Entity 5 | Advance payments | 45,749,816.80 | Within 1 year | 2.98 | - |
| Total | 1,227,156,740.90 | 79.90 | 968,302,274.66 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(7) Receivables involving government grants
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of entity
| Name of entity | Item | 31/12/2022 | Aging | Time and amount expected to be received and its basis |
| Shantou CM Port Group Co., Ltd. ("Shantou Port") | Special subsidy for barge line business | 24,800,000.00 | 1-2 years | Expected to be recovered by the end of 2023 |
| Shantou Port | Business development subsidy | 6,916,257.00 | Within 1 year | Expected to be recovered by the end of 2023 |
| Total | 31,716,257.00 |
8. Inventories
(1) Category of inventories
| Item | 31/12/2022 | 31/12/2021 | ||||
| Gross carrying amount | Provision for decline in value of inventories | Carrying amount | Gross carrying amount | Provision for decline in value of inventories | Carrying amount | |
| Raw materials | 196,425,573.04 | 1,326,130.64 | 195,099,442.40 | 174,693,225.25 | 730,054.35 | 173,963,170.90 |
| Finished goods | 17,248,970.37 | - | 17,248,970.37 | 6,576,244.72 | - | 6,576,244.72 |
| Others | 12,774,408.71 | - | 12,774,408.71 | 14,380,720.50 | - | 14,380,720.50 |
| Total | 226,448,952.12 | 1,326,130.64 | 225,122,821.48 | 195,650,190.47 | 730,054.35 | 194,920,136.12 |
(2) Provision for decline in value of inventories
| Item | 31/12/2021 | Provision for the year | Decrease | 31/12/2022 | ||
| Provision | Others | Reversal | Write-off | |||
| Raw materials | 730,054.35 | 573,122.05 | 22,954.24 | - | - | 1,326,130.64 |
(3) As at 31 December 2022, the Group has no capitalized borrowing cost in the balance of
inventories.
9. Assets held-for-sale
| Item | Carrying amount at 31/12/2022 | Fair value at 31/12/2022 | Carrying amount at 31/12/2021 | Fair value at 31/12/2021 |
| Long-term assets held-for-sale (Note) | - | - | 337,442,757.28 | 1,380,876,000.00 |
| Less: Provision for impairment of assets held-for-sale | - | - | - | - |
| Carrying amount | - | - | 337,442,757.28 | 1,380,876,000.00 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
9. Assets held-for-sale - continued
Note: The intangible assets of RMB212,552,105.91, fixed assets of RMB113,712,788.00 and
investment properties of RM B11,177,863.37 were presented as assets held-for-sale by theGroup in 2021. Shantou Municipal Government revised the "Detailed Control Planning ofShantou Zhugang New Town (Partial) - Zhuchigang Area", and the final plan has not yetbeen announced, the schedule for the transfer of the above assets cannot be determined,which no longer meet the criteria for recognition as assets held-for-sale, therefore, theintangible assets held-for-sale were reversed to intangible assets, and provision forimpairment of intangible assets of RMB15,537,122.10 was made. Since the fixed assets andinvestment properties held-for-sale have been disposed by the Group, non-operatingexpenses amounting to RMB 124,890,651.37 were recognized for the period.
10. Non-current assets due within one year
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Long-term receivables due within one year | 903,128,422.35 | 102,458,920.89 |
| Less: Provision for credit loss | 903,128.42 | 102,458.92 |
| Carrying amount | 902,225,293.93 | 102,356,461.97 |
11. Other current assets
(1) Category of other current assets
| Item | 31/12/2022 | 31/12/2021 |
| Prepaid taxes | 98,329,205.73 | 64,390,050.80 |
| Input tax to be deducted and to be certified | 70,627,183.33 | 254,909,235.38 |
| Others | 16,946,751.47 | 20,385,011.23 |
| Total | 185,903,140.53 | 339,684,297.41 |
| Less: Provision for credit loss | - | - |
| Carrying amount | 185,903,140.53 | 339,684,297.41 |
12. Long-term receivables
(1) Details of long-term receivables
| Item | 31/12/2022 | 31/12/2021 | Range of discount rate at the end of year | ||||
| Gross carrying amount | Provision for credit loss | Carrying amount | Gross carrying amount | Provision for credit loss | Carrying amount | ||
| Advances to shareholders (Note1) | 3,864,736,673.31 | 3,864,736.67 | 3,860,871,936.64 | 3,566,614,937.93 | 3,566,614.94 | 3,563,048,322.99 | 4.75%-6.00% |
| Finance lease deposits | 10,659,515.88 | 10,659.52 | 10,648,856.36 | 10,000,000.00 | 10,000.00 | 9,990,000.00 | 0-5.37% |
| Land compensation receivable (Note 2) | 2,692,032,000.00 | - | 2,692,032,000.00 | 2,692,032,000.00 | - | 2,692,032,000.00 | - |
| Total | 6,567,428,189.19 | 3,875,396.19 | 6,563,552,793.00 | 6,268,646,937.93 | 3,576,614.94 | 6,265,070,322.99 | - |
| Less: Long-term receivables due within 1 year | 903,128,422.35 | 903,128.42 | 902,225,293.93 | 102,458,920.89 | 102,458.92 | 102,356,461.97 | - |
| Long-term receivables due after 1 year | 5,664,299,766.84 | 2,972,267.77 | 5,661,327,499.07 | 6,166,188,017.04 | 3,474,156.02 | 6,162,713,861.02 | - |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Long-term receivables - continued
(1) Details of long-term receivables - continued
Note 1: It mainly represents the aggregate principal and interest receivable from Terminal Link
SAS, equivalent to RMB 2,977,517,465.06.
On 26 March 2020, China Merchants Port Holdings Company ("CM Port"), a subsidiaryof the Company, provided a long-term loan to Terminal Link SAS for the terminalacquisition project and charged interest to Terminal Link SAS at an interest rate of 6%.
Note 2: On 5 November 2019, Shantou Port entered into the Contract for the Acquisition of State-
Owned Land Use Rights in Shantou with Shantou Land Reserve Center. Pursuant to thecontract, the land and attached buildings of approximately 370.96 mu located in ZhuchiDeepwater Port on the south of Zhongshan East Road of Shantou should be returned toShantou Land Reserve Center by Shantou Port, which is amounting toRMB1,558,032,000.00. Among them, 183.63 mu of land and attached buildings have beentransferred in 2019, and the remaining 187.33 mu of land and attached buildings havebeen transferred in 2020. As at 31 December 2022, the land compensation totallingRMB1,158,032,000.00 has not yet been recovered.
On 21 August 2020, Shantou Port entered into the Contract for the Acquisition of State-Owned Land Use Rights in Shantou with Land Reserve Center of Shantou HaojiangDistrict. Pursuant to the contract, the land and attached buildings of approximately 152.34mu located in Yutianwen, Queshi, Haojiang District, Shantou, should be returned to LandReserve Center of Shantou Haojiang District by Shantou Port, which is amounting toRMB250,000,000.00. The transfer of above-mentioned land and attached buildings wascompleted before 31 December 2020. As at 31 December 2022, the land compensationtotalling RMB200,000,000.00 has not yet been recovered.
On 22 December 2020, Shantou Port entered into the Contract for the Acquisition of State-Owned Land Use Rights in Shantou with Shantou Land Reserve Center. Pursuant to thecontract, the land and attached buildings of approximately 648.78 mu located in ZhuchiDeepwater Port of Shantou should be returned to Shantou Land Reserve Center byShantou Port, which is amounting to RMB2,724,876,000.00. Among them, 320 mu ofland and attached buildings were transferred by 31 December 2020, which is amounting toRMB1,344,000,000.00, and the remaining 328.78 mu of land and attached buildings havenot been transferred. As at 31 December 2022, the land compensation totallingRMB1,334,000,000.00 has not yet been recovered.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Long-term receivables - continued
(2) Provision for credit loss of long-term receivables
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Stage 1 | Stage 2 | Stage 3 | Total |
| 12-month expected credit loss | Lifetime expected credit loss (not credit-impaired) | Lifetime expected credit loss (credit-impaired) | ||
| At 1 January 2022 | 3,576,614.94 | - | - | 3,576,614.94 |
| Gross carrying amount of long-term receivables at 1 January 2022 | ||||
| - Transfer to Stage 2 | - | - | - | - |
| - Transfer to Stage 3 | - | - | - | - |
| - Reverse to Stage 2 | - | - | - | - |
| - Reverse to Stage 1 | - | - | - | - |
| Provision for the year | 298,781.25 | - | - | 298,781.25 |
| Reversal for the year | - | - | - | - |
| Transfer-out due to derecognition of financial assets (including direct write-down) | - | - | - | - |
| Other changes | - | - | - | - |
| At 31 December 2022 | 3,875,396.19 | - | - | 3,875,396.19 |
(3) As at 31 December 2022, there are no long-term receivables derecognized due to the
transfer of financial assets.
(4) As at 31 December 2022, there are no assets and liabilities arising from the transfer or
continuing involvement of long-term receivables.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Long-term equity investments
(1) Details of long-term equity investments
CHINA MERCHANTS PORT GROUP CO., LTD.
Investees
| Investees | Accounting method | 31/12/2021 | Changes for the year | 31/12/2022 | Closing balance of provision for impairment | ||||||||
| Increase | Decrease | Investment income under equity method | Reconciliation of other comprehensive income | Other equity movements | Cash dividends or profits declared | Others | Provision for impairment | Effect of translation of financial statements denominated in foreign currencies | |||||
| I. Joint ventures | |||||||||||||
| Euro-Asia Oceangate S.à r.l. | Equity method | 2,371,538,986.74 | - | - | 140,072,915.26 | 143,397,707.85 | - | -97,083,253.51 | - | - | 229,278,389.03 | 2,787,204,745.37 | - |
| Port of Newcastle | Equity method | 1,959,683,621.36 | - | - | 28,511,394.42 | 33,437,699.85 | - | -16,138,675.17 | - | - | 43,187,735.19 | 2,048,681,775.65 | - |
| Qingdao Qianwan United Container Terminal Co., Ltd. | Equity method | 1,490,513,461.30 | - | - | 112,414,404.75 | -387,333.34 | - | -100,000,000.00 | - | - | - | 1,502,540,532.71 | - |
| Yantai Port Group Laizhou Port Co., Ltd. | Equity method | 791,515,741.44 | - | - | 32,565,975.37 | - | -669,119.99 | -29,259,207.08 | - | - | - | 794,153,389.74 | - |
| Others (Note1) | Equity method | 1,926,751,947.80 | 655,888,204.58 | -12,500,650.29 | 105,777,032.00 | -1,026,371.98 | -10,185,533.53 | -107,432,671.55 | - | - | 26,940,655.22 | 2,584,212,612.25 | - |
| Subtotal | 8,540,003,758.64 | 655,888,204.58 | -12,500,650.29 | 419,341,721.80 | 175,421,702.38 | -10,854,653.52 | -349,913,807.31 | - | - | 299,406,779.44 | 9,716,793,055.72 | - | |
| II. Associates | |||||||||||||
| Shanghai International Port (Group) Co., Ltd. (hereinafter referred to as "Shanghai Port Group") | Equity method | 28,843,807,383.69 | 1,894,169,292.91 | - | 4,762,565,562.93 | -147,093,548.23 | 72,306,099.24 | -1,240,688,187.97 | - | - | -13,168,401.40 | 34,171,898,201.17 | - |
| Nanshan Group | Equity method | 6,329,051,540.40 | - | - | 206,680,217.04 | -34,040,766.18 | 4,961,825.16 | -129,549,000.00 | - | - | 93,909.79 | 6,377,197,726.21 | - |
| Terminal Link SAS | Equity method | 6,037,993,057.12 | - | - | 364,965,366.44 | -171,058,040.68 | - | -395,450,142.52 | - | - | 559,158,928.01 | 6,395,609,168.37 | - |
| Liaoning Port Co., Ltd. ("Liaoning Port") | Equity method | 3,972,400,632.03 | - | - | 144,196,061.13 | 1,662,526.40 | 6,709,793.53 | -73,297,870.21 | - | - | -30,508,264.14 | 4,021,162,878.74 | 354,857,305.25 |
| Shenzhen China Merchants Qianhai Industrial Development Co., Ltd. | Equity method | 7,306,935,034.12 | - | - | 218,696,415.40 | - | - | -122,444,928.51 | - | - | - | 7,403,186,521.01 | - |
| Ningbo Zhoushan Port Company Limited ("Ningbo Zhoushan") (Note2) | Equity method | 3,474,840,934.53 | 14,113,777,882.23 | - | 351,607,511.90 | -958,626.76 | 114,757,041.82 | -75,825,289.44 | - | - | -3,568,909.23 | 17,974,630,545.05 | - |
| China Merchants Northeast Asia Development & Investment Co., Ltd. | Equity method | 1,016,048,532.69 | - | - | -13,657,927.07 | - | 14,619,600.09 | - | - | - | - | 1,017,010,205.71 | - |
| Others (Note1) | Equity method | 4,832,370,951.30 | 3,300,000.00 | -202,912,747.32 | 730,787,219.18 | -96,473,213.32 | 358,440.59 | -354,225,443.65 | - | - | 373,600,410.29 | 5,286,805,617.07 | 2,310,965.02 |
| Subtotal | 61,813,448,065.88 | 16,011,247,175.14 | -202,912,747.32 | 6,765,840,426.95 | -447,961,668.77 | 213,712,800.43 | -2,391,480,862.30 | - | - | 885,607,673.32 | 82,647,500,863.33 | 357,168,270.27 | |
| Total | 70,353,451,824.52 | 16,667,135,379.72 | -215,413,397.61 | 7,185,182,148.75 | -272,539,966.39 | 202,858,146.91 | -2,741,394,669.61 | - | - | 1,185,014,452.76 | 92,364,293,919.05 | 357,168,270.27 | |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Long-term equity investments - continued
(1) Details of long-term equity investments - continued
Note 1: In 2022, the Group purchased ordinary shares of ASIA AIRFREIGHT TERMINAL
COMPANY LIMITED (hereinafter referred to as "ASIA AIRFREIGHT") at a priceequivalent to RMB 258,669,516.06. After this transaction, the Group's indirectshareholding in ASIA AIRFREIGHT increased from 20.00% to 34.60%. According to thejoint venture agreement signed in 2022, any decisions on activities related to ASIAAIRFREIGHT shall be unanimously approved by all shareholders. Therefore, the Grouphas joint control over ASIA AIRFREIGHT, which is reclassified as a joint venture froman associate.
Note 2: On 19 September 2022, Ningbo Zhoushan issued 3,646,971,029 ordinary shares to the
Company in a private placement at RMB 3.87 per share. After the completion of theprivate placement, the Company's direct shareholding ratio in Ningbo Zhoushan was
20.98%. Together with the 2.10% equity interest held by CHINA MERCHANTSINTERNATIONAL PORTS (NINGBO) LIMITED, a subsidiary of the Company, the totalshareholding ratio of the Group was 23.08%.
(2) Provision for impairment of long-term equity investments
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2021 | Effect of change in scope of consolidation | Increase | Decrease | Effect of translation of financial statements denominated in foreign currencies | 31/12/2022 | |
| Amount | Reason | ||||||
| Liaoning Port | 337,700,959.79 | - | - | - | - | 17,156,345.46 | 354,857,305.25 |
| HOA THUONG CORPORATION | 2,135,644.39 | - | - | - | - | 175,320.63 | 2,310,965.02 |
| Total | 339,836,604.18 | - | - | - | - | 17,331,666.09 | 357,168,270.27 |
14. Investments in other equity instruments
(1) Details of investments in other equity instruments
| Investee | 31/12/2022 | 31/12/2021 |
| China Ocean Shipping Agency Shenzhen Co., Ltd. | 144,301,178.28 | 144,998,784.69 |
| Others | 27,644,096.74 | 35,253,013.74 |
| Total | 171,945,275.02 | 180,251,798.43 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
14. Investments in other equity instruments - continued
(2) Details of non-trading equity instruments
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Dividends income recognized for the year | Accumulated gains/losses | Amount transferred to retained earnings from other comprehensive income | Reason for being designated as FVTOCI | Reason for transfer to retained earnings from other comprehensive income |
| China Ocean Shipping Agency (Shenzhen) Co., Ltd. | - | 130,791,178.28 | - | The intention of holding the instruments is neither for sale nor profits in short-term | N/A |
| Others | 240,001.46 | 927,502.00 | 7,513,669.91 | The intention of holding the instruments is neither for sale nor profits in short-term | Disposal |
| Total | 240,001.46 | 131,718,680.28 | 7,513,669.91 |
15. Other non-current financial assets
| Item | 31/12/2022 | 31/12/2021 |
| Financial assets at FVTPL | 1,745,740,896.41 | 809,515,244.87 |
| Including: Investments in equity instruments | 1,745,740,896.41 | 809,515,244.87 |
| Including: Antong Holdings Co., Ltd. (hereinafter refers to as "Antong Holdings") (Note) | 950,321,309.06 | - |
| Qingdao Port International Co., Ltd. | 767,553,775.66 | 782,723,863.52 |
| Others | 27,865,811.69 | 26,791,381.35 |
Note: The Company increases its shares in Antong Holdings in the manner of auction and
assignment. As at 31 December 2022, the Company and its subsidiary Zhanjiang ZhongliOcean Shipping Tally Co., Ltd. hold 6.83% equity interest in Antong Holdings.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
16. Investment properties
(1) Investment properties measured at cost
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Land use rights | Buildings and structures | Total |
| I. Cost | |||
| 1. At 1 January 2022 | 114,634,546.67 | 6,181,503,172.76 | 6,296,137,719.43 |
| 2. Increase for the year | 13,635,278.71 | - | 13,635,278.71 |
| (1) Transfer from intangible assets | 13,635,278.71 | - | 13,635,278.71 |
| 3. Decrease for the year | - | 3,900,320.25 | 3,900,320.25 |
| (1) Disposal | - | 2,107,378.79 | 2,107,378.79 |
| (2) Transfer to fixed assets | - | 1,792,941.46 | 1,792,941.46 |
| 4. At 31 December 2022 | 128,269,825.38 | 6,177,602,852.51 | 6,305,872,677.89 |
| II. Accumulated depreciation and amortization | |||
| 1. At 1 January 2022 | 37,448,342.77 | 960,450,961.78 | 997,899,304.55 |
| 2. Increase for the year | 5,606,648.81 | 181,787,035.38 | 187,393,684.19 |
| (1) Provision for the year | 2,489,361.98 | 181,787,035.38 | 184,276,397.36 |
| (2) Transfer from intangible assets | 3,117,286.83 | - | 3,117,286.83 |
| 3. Decrease for the year | - | 3,110,430.41 | 3,110,430.41 |
| (1) Disposal | - | 1,407,136.02 | 1,407,136.02 |
| (2) Transfer to fixed assets | - | 1,703,294.39 | 1,703,294.39 |
| 4. At 31 December 2022 | 43,054,991.58 | 1,139,127,566.75 | 1,182,182,558.33 |
| III. Impairment provision | |||
| 1. At 1 January 2022 | - | - | - |
| 2. Increase for the year | - | - | - |
| 3. Decrease for the year | - | - | - |
| 4. At 31 December 2022 | - | - | - |
| IV. Carrying amount | |||
| 1. At 31 December 2022 | 85,214,833.80 | 5,038,475,285.76 | 5,123,690,119.56 |
| 2. At 1 January 2022 | 77,186,203.90 | 5,221,052,210.98 | 5,298,238,414.88 |
(2) Investment properties without ownership certificates
| Item | Carrying amount at 31/12/2022 | Carrying amount at 31/12/2021 | Reasons for not obtaining certificate of title | Expected time of completion |
| Buildings, structures, and land use rights | 24,008,665.10 | 17,610,186.51 | Some buildings and structures have not yet obtained certificates of land use rights | The certificate of title is underway |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Fixed assets
17.1 Summary of fixed assets
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Fixed assets | 32,033,317,707.66 | 31,710,355,613.32 |
| Disposal of fixed assets | 8,375.84 | 157,616.97 |
| Total | 32,033,326,083.50 | 31,710,513,230.29 |
17.2 Fixed assets
(1) Details of fixed assets
| Item | Port and terminal facilities | Buildings and structures | Machinery and equipment, furniture, fixture and other equipment | Motor vehicles and cargo ships | Total |
| I. Cost | |||||
| 1. At 1 January 2022 | 32,137,263,023.73 | 1,977,485,549.10 | 16,457,340,117.72 | 2,175,153,444.46 | 52,747,242,135.01 |
| 2. Increase for the year | 824,913,338.79 | 38,430,940.99 | 840,222,928.73 | 93,115,554.87 | 1,796,682,763.38 |
| (1) Purchase | 64,427,157.97 | 25,570,736.05 | 280,632,896.25 | 19,411,445.14 | 390,042,235.41 |
| (2) Transfer from development expenditure | 27,980,396.94 | - | 38,496,992.72 | - | 66,477,389.66 |
| (3) Transfer from construction in progress | 732,505,783.88 | 11,067,263.48 | 425,985,761.47 | 73,704,109.73 | 1,243,262,918.56 |
| (4) Transfer from right-of-use assets | - | - | 95,107,278.29 | - | 95,107,278.29 |
| (5) Transfer from investment properties | - | 1,792,941.46 | - | - | 1,792,941.46 |
| 3. Decrease for the year | 39,575,331.19 | 2,188,982.50 | 177,018,134.23 | 34,552,586.47 | 253,335,034.39 |
| (1) Disposal or retirement | 39,575,331.19 | 2,188,982.50 | 139,582,895.64 | 34,552,586.47 | 215,899,795.80 |
| (2) Transfer to long-term prepaid expenses | - | - | 37,435,238.59 | - | 37,435,238.59 |
| 4.Adjustments to the amount carried forward | -248,674.87 | -54,830.06 | -931,505.48 | 40,150.44 | -1,194,859.97 |
| 5. Reclassification | -59,369,813.73 | - | 41,372,754.33 | 17,997,059.40 | - |
| 6. Effect of translation of financial statements denominated in foreign currencies | 513,272,979.41 | 13,522,351.53 | 306,188,635.81 | 62,827,472.13 | 895,811,438.88 |
| 7. At 31 December 2022 | 33,376,255,522.14 | 2,027,195,029.06 | 17,467,174,796.88 | 2,314,581,094.83 | 55,185,206,442.91 |
| II. Accumulated depreciation | |||||
| 1. At 1 January 2022 | 9,650,764,730.66 | 546,215,006.96 | 9,774,172,565.39 | 1,008,208,125.97 | 20,979,360,428.98 |
| 2. Increase for the year | 1,000,510,758.97 | 87,949,643.10 | 858,672,991.59 | 103,336,957.39 | 2,050,470,351.05 |
| (1) Provision | 1,000,510,758.97 | 86,246,348.71 | 824,986,165.97 | 103,336,957.39 | 2,015,080,231.04 |
| (2) Transfer from right-of-use assets | - | - | 33,686,825.62 | - | 33,686,825.62 |
| (3) Transfer from investment properties | - | 1,703,294.39 | - | - | 1,703,294.39 |
| 3. Decrease for the year | 25,459,493.10 | 2,062,713.45 | 159,079,168.62 | 32,825,589.03 | 219,426,964.20 |
| (1) Disposal or retirement | 25,459,493.10 | 2,062,713.45 | 124,761,090.40 | 32,825,589.03 | 185,108,885.98 |
| (2) Transfer to long-term prepaid expenses | - | - | 34,318,078.22 | - | 34,318,078.22 |
| 4. Reclassification | -6,192,288.70 | - | 6,192,288.70 | - | - |
| 5. Effect of translation of financial statements denominated in foreign currencies | 101,374,613.36 | 3,621,037.39 | 156,343,400.44 | 16,570,999.47 | 277,910,050.66 |
| 6. At 31 December 2022 | 10,720,998,321.19 | 635,722,974.00 | 10,636,302,077.50 | 1,095,290,493.80 | 23,088,313,866.49 |
| III. Impairment provision | |||||
| 1. At 1 January 2022 | 57,419,468.96 | 63,906.47 | 42,717.28 | - | 57,526,092.71 |
| 2. Increase for the year | 127,517.67 | 5,921,258.38 | - | - | 6,048,776.05 |
| 3. Disposal or retirement for the year | - | - | - | - | - |
| 4. Reclassification | - | - | - | - | - |
| 5. Other decreases | - | - | - | - | - |
| 6. At 31 December 2022 | 57,546,986.63 | 5,985,164.85 | 42,717.28 | - | 63,574,868.76 |
| IV. Carrying amount | |||||
| 1. At 31 December 2022 | 22,597,710,214.32 | 1,385,486,890.21 | 6,830,830,002.10 | 1,219,290,601.03 | 32,033,317,707.66 |
| 2. At 1 January 2022 | 22,429,078,824.11 | 1,431,206,635.67 | 6,683,124,835.05 | 1,166,945,318.49 | 31,710,355,613.32 |
(2) The Group has no fixed assets that are temporarily idle as at 31 December 2022.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Fixed assets - continued
17.2 Fixed assets - continued
(3) Fixed assets leased out under operating leases
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Carrying amount at 31/12/2022 | Carrying amount at 31/12/2021 |
| Buildings and structures | 196,480,507.61 | 174,489,188.90 |
| Port and terminal facilities | 33,260,157.31 | 38,957,300.62 |
| Machinery and equipment, furniture, fixture and other equipment | 7,920,761.45 | 4,770,103.50 |
| Total | 237,661,426.37 | 218,216,593.02 |
(4) Fixed assets without ownership certificates
| Item | Carrying amount at 31/12/2022 | Carrying amount at 31/12/2021 | Remark |
| Buildings, structures, port and terminal facilities | 1,786,308,720.95 | 2,086,360,399.74 | This is mainly due to the fact that certain buildings and structures have not yet obtained the land use rights of the corresponding land and the approval procedures have not yet been completed. |
(5) Details of fixed assets depreciated but still in use and temporarily idle at the end of the
year, and fixed assets disposed and retired in the year:
| Item | Amount | Remark |
| Cost of fixed assets fully depreciated but still in use at the end of the year | 4,705,711,997.19 | |
| Cost of fixed assets temporarily idle at the end of the year | - | |
| Fixed assets disposed and retired in the year: | ||
| Including: Cost of fixed assets disposed and retired in the year | 215,899,795.80 | |
| Net book value of fixed assets disposed and retired in the year | 30,790,909.82 | |
| Loss on disposal or retirement of fixed assets in the year | 33,130,668.07 |
(6) The details of the Group's fixed assets with restricted ownership as at 31 December 2022
are set out in Note (VIII) 63.
17.3 Disposal of fixed assets
| Item | 31/12/2022 | 31/12/2021 |
| Machinery and equipment, furniture, fixture and other equipment | 8,375.84 | 78,950.02 |
| Motor vehicles and cargo ships | - | 78,666.95 |
| Total | 8,375.84 | 157,616.97 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress
(1) Summary of construction in progress
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Construction in progress | 2,405,872,478.61 | 2,543,631,289.59 |
| Materials for construction of fixed assets | 7,971,929.03 | 13,953,664.33 |
| Total | 2,413,844,407.64 | 2,557,584,953.92 |
(2) Details of construction in progress
| Item | 31/12/2022 | 31/12/2021 | ||||
| Gross carrying amount | Provision for impairment | Carrying amount | Gross carrying amount | Provision for impairment | Carrying amount | |
| Port and terminal facilities | 1,991,321,268.14 | - | 1,991,321,268.14 | 2,177,670,930.47 | - | 2,177,670,930.47 |
| Infrastructure | 201,444,537.67 | - | 201,444,537.67 | 220,531,192.85 | - | 220,531,192.85 |
| Berths and yards | 18,728,577.14 | - | 18,728,577.14 | 15,718,097.89 | - | 15,718,097.89 |
| Others | 194,378,095.66 | - | 194,378,095.66 | 129,711,068.38 | - | 129,711,068.38 |
| Total | 2,405,872,478.61 | - | 2,405,872,478.61 | 2,543,631,289.59 | - | 2,543,631,289.59 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress - continued
(3) The top ten balances of construction in progress
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Budget amount | 31/12/2021 | Increase for the year | Transfer to fixed assets | Other decreases for the year | Effect of translation of financial statements denominated in foreign currencies | 31/12/2022 | Proportion of accumulated construction investment in budget (%) | Construction progress (%) | Amount of accumulated capitalized interest | Including: Capitalized interest for the year | Interest capitalization rate for the current year (%) | Capital source |
| Reconstruction project of HIPG container, oil terminal and tank area | 2,817,485,265.02 | 876,374,998.71 | - | - | 136,369,817.80 | 77,359,903.46 | 817,365,084.37 | 57.68 | 57.68 | 927,165.93 | - | - | Own funds and loans |
| General cargo terminal project at Donghai Island Port Area of Zhanjiang Port | 905,348,400.00 | 399,676,589.24 | 49,201,245.80 | - | - | - | 448,877,835.04 | 49.58 | 49.58 | 44,364,372.49 | - | - | Own funds and loans |
| Phase I project for the stuffing and destuffing service area of Baoman Port Area, Zhanjiang Port | 606,521,505.83 | 133,198,536.39 | 135,846,817.62 | - | - | - | 269,045,354.01 | 44.36 | 44.36 | 19,553,042.20 | 2,863,541.64 | 3.80 | Own funds and loans |
| Phase I expansion project for the container terminal at Baoman Port Area, Zhanjiang Port | 2,342,775,800.00 | 180,616,086.92 | 10,847,597.65 | - | - | - | 191,463,684.57 | 8.17 | 8.17 | 953,620.60 | - | - | Own funds and loans |
| Back land reclamation project on Haidagan Bulk Yard and Supporting Facilities and Liquid Bulk Berth | 61,000,000.00 | 59,111,396.60 | 1,464,943.20 | - | - | - | 60,576,339.80 | 99.31 | 99.31 | - | - | - | Own funds |
| 28# Warehouse Relocation Project, Zhanjiang Port | 67,670,000.00 | 47,477,624.53 | 10,091,009.49 | - | - | - | 57,568,634.02 | 85.07 | 85.07 | - | - | - | Own funds |
| Installation project of bucket-wheel stacker reclaimer, Zhanjiang Port | 74,800,000.00 | 37,281,088.36 | 14,270,438.57 | - | - | - | 51,551,526.93 | 68.92 | 68.92 | 1,834,635.19 | 1,031,500.49 | 3.80 | Own funds and loans |
| Hydraulic structure engineering for the reconstruction project of Berth 1# - 4#, Haixing Terminal | 2,467,361,016.88 | 55,554,170.62 | 38,946,560.03 | 57,254,963.46 | 2,455,752.20 | - | 34,790,014.99 | 98.95 | 98.95 | 66,037,883.84 | - | - | Own funds and loans |
| TCP138 kV gas insulated substation project | 44,495,436.48 | 380,307.99 | 33,031,583.03 | - | - | 254,565.41 | 33,666,456.43 | 75.66 | 75.66 | - | - | - | Own funds |
| Reconstruction project of automatic fire-fighting process at terminal, old warehouse area and bonded warehouse area | 51,200,000.00 | 1,585,078.25 | 27,193,143.23 | - | - | - | 28,778,221.48 | 56.21 | 56.21 | - | - | - | Own funds |
| Total | 9,438,657,424.21 | 1,791,255,877.61 | 320,893,338.62 | 57,254,963.46 | 138,825,570.00 | 77,614,468.87 | 1,993,683,151.64 | 133,670,720.25 | 3,895,042.13 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress - continued
(4) Materials for construction of fixed assets
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2022 | 31/12/2021 | ||||
| Gross carrying amount | Provision for impairment | Carrying amount | Gross carrying amount | Provision for impairment | Carrying amount | |
| Materials for construction of fixed assets | 7,971,929.03 | - | 7,971,929.03 | 13,953,664.33 | - | 13,953,664.33 |
19. Right-of-use assets
(1) Details of right-of-use assets
| Item | Port and terminal facilities | Buildings and structures | Machinery and equipment, furniture, fixture and other equipment | Land use rights | Motor vehicles, cargo ships and others | Total |
| I. Cost | ||||||
| 1. At 1 January 2022 | 6,607,528,989.94 | 169,444,697.23 | 461,374,461.67 | 2,574,889,099.92 | 9,309,435.58 | 9,822,546,684.34 |
| 2. Increase for the year | 288,309,040.70 | 393,967.46 | 173,928.26 | 17,330,062.14 | 10,283,003.22 | 316,490,001.78 |
| (1) Purchase | 288,309,040.70 | 393,967.46 | 173,928.26 | 17,330,062.14 | 10,283,003.22 | 316,490,001.78 |
| 3. Decrease for the year | 556,587.63 | 6,769,725.12 | 101,023,595.26 | - | 4,136,016.68 | 112,485,924.69 |
| (1) Termination of lease | 556,587.63 | 6,769,725.12 | 5,916,316.97 | - | 4,136,016.68 | 17,378,646.40 |
| (2) Transfer to fixed assets | - | - | 95,107,278.29 | - | - | 95,107,278.29 |
| 4. Effect of translation of financial statements denominated in foreign currencies | 519,444,361.48 | 11,677,345.59 | 879,337.36 | 241,248,931.09 | - | 773,249,975.52 |
| 5. At 31 December 2022 | 7,414,725,804.49 | 174,746,285.16 | 361,404,132.03 | 2,833,468,093.15 | 15,456,422.12 | 10,799,800,736.95 |
| II. Accumulated depreciation | ||||||
| 1. At 1 January 2022 | 639,047,939.73 | 44,086,787.40 | 129,902,044.30 | 260,521,584.16 | 5,910,786.56 | 1,079,469,142.15 |
| 2. Increase for the year | 256,563,424.65 | 18,661,456.23 | 27,974,167.35 | 40,991,223.00 | 5,656,348.75 | 349,846,619.98 |
| (1) Provision | 256,563,424.65 | 18,661,456.23 | 27,974,167.35 | 40,991,223.00 | 5,656,348.75 | 349,846,619.98 |
| 3. Decrease for the year | 555,824.01 | 5,032,643.80 | 39,201,224.12 | - | 1,262,972.43 | 46,052,664.36 |
| (1) Termination of lease | 555,824.01 | 5,032,643.80 | 5,514,398.50 | - | 1,262,972.43 | 12,365,838.74 |
| (2) Transfer to fixed assets | - | - | 33,686,825.62 | - | - | 33,686,825.62 |
| 4. Effect of translation of financial statements denominated in foreign currencies | 45,649,809.93 | 2,034,257.96 | 779,062.14 | 25,432,286.82 | - | 73,895,416.85 |
| 5. At 31 December 2022 | 940,705,350.30 | 59,749,857.79 | 119,454,049.67 | 326,945,093.98 | 10,304,162.88 | 1,457,158,514.62 |
| III. Impairment provision | ||||||
| 1. At 1 January 2022 | - | - | - | - | - | - |
| 2. Increase for the year | - | - | - | - | - | - |
| 3. Decrease for the year | - | - | - | - | - | - |
| 4. At 31 December 2022 | - | - | - | - | - | - |
| IV. Carrying amount | ||||||
| 1. At 31 December 2022 | 6,474,020,454.19 | 114,996,427.37 | 241,950,082.36 | 2,506,522,999.17 | 5,152,259.24 | 9,342,642,222.33 |
| 2. At 1 January 2022 | 5,968,481,050.21 | 125,357,909.83 | 331,472,417.37 | 2,314,367,515.76 | 3,398,649.02 | 8,743,077,542.19 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
19. Right-of-use assets - continued
(2) Amount recognized in profit or loss
CHINA MERCHANTS PORT GROUP CO., LTD.Category
| Category | 2022 |
| Depreciation expenses of right-of-use assets (Note 1) | 349,846,619.98 |
| Interest expenses on lease liabilities (Note 2) | 73,619,268.64 |
| Expenses on short-term leases | 71,711,821.89 |
| Expenses on leases of low value assets | 2,118,098.94 |
| Variable lease payments not included in the measurement of lease liabilities (Note 3) | - |
| Revenue from sublease of right-of-use assets | 16,195,950.82 |
Note 1: In 2022, no depreciation expenses on right-of-use assets are capitalized.
Note 2: In 2022, no interest expenses on lease liabilities are capitalized.
Note 3: In 2022, no variable lease payments are included in the measurement of lease liabilities.
(3) The total cash outflows in relation to leases for the current year amount to RMB
474,672,225.36.
(4) The lease terms of the lease assets of the Group are as follows:
| Category | Lease term |
| Port, terminal facilities and land | 1-99 years |
| Buildings and structures | 1 -99 years |
| Machinery and equipment, furniture, fixture and other equipment | 1-6 years |
| Motor vehicles and cargo ships | 1-5 years |
| Others | 1-7 years |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
20. Intangible assets
(1) Details of intangible assets
CHINA MERCHANTS PORT GROUP CO., LTD.
Items
| Items | Land use rights | Terminal management rights | Others | Total |
| I. Cost | ||||
| 1. At 1 January 2022 | 14,631,047,267.00 | 8,239,023,292.58 | 1,303,728,681.52 | 24,173,799,241.10 |
| 2. Increase for the year | 687,985,073.75 | 50,660,718.27 | 124,204,524.49 | 862,850,316.51 |
| (1) Purchase | 135,886,518.56 | 50,660,718.27 | 123,235,507.86 | 309,782,744.69 |
| (2) Effect of changes in the scope of consolidation (Note 1) | 307,325,684.21 | - | 10,088.50 | 307,335,772.71 |
| (3) Other increase (Note 2) | 244,772,870.98 | - | 958,928.13 | 245,731,799.11 |
| 3. Decrease for the year | 23,764,724.70 | - | 3,104,160.67 | 26,868,885.37 |
| (1) Disposal | 10,129,445.99 | - | 2,127,349.47 | 12,256,795.46 |
| (2) Transfer to investment properties | 13,635,278.71 | - | - | 13,635,278.71 |
| (3) Other decrease | - | - | 976,811.20 | 976,811.20 |
| 4. Effect of translation of financial statements denominated in foreign currencies | 19,249,792.62 | 744,232,493.19 | 75,756,252.34 | 839,238,538.15 |
| 5. At 31 December 2022 | 15,314,517,408.67 | 9,033,916,504.04 | 1,500,585,297.68 | 25,849,019,210.39 |
| II. Accumulated amortization | ||||
| 1. At 1 January 2022 | 3,711,905,647.14 | 1,519,335,933.88 | 467,145,279.15 | 5,698,386,860.17 |
| 2. Increase for the year | 386,303,253.40 | 244,762,995.36 | 71,621,959.52 | 702,688,208.28 |
| (1) Provision | 347,310,872.78 | 244,762,995.36 | 71,355,306.18 | 663,429,174.32 |
| (2) Effect of changes in the scope of consolidation (Note 1) | 8,085,844.80 | - | 3,034.88 | 8,088,879.68 |
| (3) Other increase (Note 2) | 30,906,535.82 | - | 263,618.46 | 31,170,154.28 |
| 3. Decrease for the year | 9,927,358.38 | - | 1,221,363.52 | 11,148,721.90 |
| (1) Disposal | 6,810,071.55 | - | 1,096,272.32 | 7,906,343.87 |
| (2) Transfer to investment properties | 3,117,286.83 | - | - | 3,117,286.83 |
| (3) Other decrease | - | - | 125,091.20 | 125,091.20 |
| 4. Effect of translation of financial statements denominated in foreign currencies | 8,171,003.50 | 133,601,781.55 | 24,717,841.08 | 166,490,626.13 |
| 5. At 31 December 2022 | 4,096,452,545.66 | 1,897,700,710.79 | 562,263,716.23 | 6,556,416,972.68 |
| III. Impairment provision | ||||
| 1. At 1 January 2022 | - | - | - | - |
| 2. Increase for the year (Note 2) | 15,537,122.10 | - | - | 15,537,122.10 |
| 3. Decrease for the year | - | - | - | - |
| 4. At 31 December 2022 | 15,537,122.10 | - | - | 15,537,122.10 |
| IV. Carrying amount | ||||
| 1. At 31 December 2022 | 11,202,527,740.91 | 7,136,215,793.25 | 938,321,581.45 | 19,277,065,115.61 |
| 2. At 1 January 2022 | 10,919,141,619.86 | 6,719,687,358.70 | 836,583,402.37 | 18,475,412,380.93 |
Note 1: The Group has acquired 51% equity interest of Guangdong Shunkong Port Development
and Construction Co., Ltd. (hereinafter refer to as "Shunkong Port"), which constitutes anasset acquisition. Refer to Note (IX) 1(1) for details.
Note 2: It is mainly arising from Shantou Port. Refer to Note (VIII) 9 for details.
(2) Land use rights without ownership certificates as at 31 December 2022:
| Item | Carrying amount at 31/12/2022 | Carrying amount at 31/12/2021 |
| Land use rights (Note) | 2,511,195,386.58 | 1,882,080,080.20 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
20. Intangible assets - continued
(2) Land use rights without ownership certificates as at 31 December 2022: - continued
Note: At 31 December 2022, the land use rights without ownership certificates mainly represent
the land use rights for berth and storage yard within Chiwan Port area obtained by theGroup from Nanshan Group, with an area of 815,234.87 ㎡, and the land use rights forDachanwan Port area Phase II obtained by ASJ, of which the costs are RMB1,235,852,249.87 and RMB 918,521,317.23 respectively.
The land use rights for berth and storage yard within Chiwan Port area obtained by theGroup from Nanshan Group represent the capital contribution from Nanshan Group to theCompany upon restructuring of the Company, while the remaining land use rights areobtained from Nanshan Group by way of long-term lease. Up to date, Nanshan Group hasnot yet obtained the land use rights in respect of the lands within Chiwan watershed,including aforementioned capital contribution and land lease to the Group, therefore, theGroup cannot obtain the ownership certificate for relevant land and buildings on suchland. The Company's management understood that Nanshan Group is negotiating withrelevant government departments regarding the historical issues, and the date when theGroup can obtain the ownership certificate of relevant land and buildings on such landcannot be estimated reliably.
21. Development expenditure
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | Increase for the year | Decrease for the year | Effect of translation of financial statements denominated in foreign currencies | 31/12/2022 | |||
| Transfer to intangible assets | Transfer to construction in progress | Transfer to fixed assets | Transfer to profit or loss for the year | |||||
| The Greater Bay Area combined port program | - | 93,915,187.41 | - | - | - | 93,915,187.41 | - | - |
| Intelligent management platform system | - | 15,151,413.80 | - | - | - | 15,151,413.80 | - | - |
| Development of intelligent gate system | - | 10,430,246.01 | - | - | - | 10,430,246.01 | - | - |
| Multifunctional Port BTOS Cloud Edge Fusion Platform Phase I R&D Project | - | 8,075,139.92 | - | - | - | 8,075,139.92 | - | - |
| RMG automation of the yard operation | - | 7,986,770.09 | - | - | - | 7,986,770.09 | - | - |
| Intelligent terminal program | - | 7,549,814.41 | - | - | - | 7,549,814.41 | - | - |
| R&D of remote control security system of collision prevention for RTG adjacent container | - | 7,376,402.29 | - | - | - | 7,376,402.29 | - | - |
| "Hongzhang" Super Computing Cluster and Port AI model construction system project | - | 6,219,670.14 | - | - | - | - | - | 6,219,670.14 |
| Development and application of automatic control systems for heavy oil, diesel, gasoline, and methanol processes | 25,818,970.84 | - | - | - | 25,818,970.84 | - | - | - |
| Key technical research for the device used to load crude oil to a train | 21,874,948.38 | - | 253,861.16 | - | 21,621,087.22 | - | - | - |
| Others | 34,697,306.63 | 162,760,457.71 | 30,006,701.95 | - | 19,037,331.60 | 137,221,204.77 | - | 11,192,526.02 |
| Total | 82,391,225.85 | 319,465,101.78 | 30,260,563.11 | - | 66,477,389.66 | 287,706,178.70 | - | 17,412,196.16 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Goodwill
(1) Original carrying amount of goodwill
CHINA MERCHANTS PORT GROUP CO., LTD.
Investee
| Investee | 31/12/2021 | Increase | Decrease | Effect of translation of financial statements denominated in foreign currencies | 31/12/2022 |
| TCP | 2,329,133,573.36 | - | - | 387,265,949.02 | 2,716,399,522.38 |
| Mega Shekou Container Terminals Limited | 1,815,509,322.42 | - | - | - | 1,815,509,322.42 |
| China Merchants Port Holdings | 993,992,000.00 | - | - | - | 993,992,000.00 |
| Shantou Port | 552,317,736.65 | - | - | - | 552,317,736.65 |
| Zhanjiang Port | 418,345,307.68 | - | - | - | 418,345,307.68 |
| Shenzhen Mawan Project | 408,773,001.00 | - | - | - | 408,773,001.00 |
| Ningbo Daxie China Merchants International Terminals Co. Ltd. ("Ningbo Daxie") | 188,497,194.41 | - | - | - | 188,497,194.41 |
| Others | 288,255,850.88 | - | - | - | 288,255,850.88 |
| Total | 6,994,823,986.40 | - | - | 387,265,949.02 | 7,382,089,935.42 |
(2) Provision for impairment of goodwill
| Investee | 31/12/2021 | Provision | Decrease | Effect of translation of financial statements denominated in foreign currencies | 31/12/2022 |
| Zhanjiang Port | 418,345,307.68 | - | - | - | 418,345,307.68 |
| Shantou Port | 552,317,736.65 | - | - | - | 552,317,736.65 |
| Total | 970,663,044.33 | - | - | - | 970,663,044.33 |
(3) Information of asset groups or portfolio of asset groups to which the goodwill belongs
The Group takes the ability to independently generate cash inflows, the way to manage theproduction and operation activities (mainly by geographic areas) and the unified decision on theuse and disposal of the assets as the criteria to determine asset groups or portfolio of asset groups,and performs impairment test of goodwill for the asset groups or portfolio of asset groups on suchbasis. As at 31 December 2022, the asset groups or portfolio of asset groups determined by theGroup include: TCP; Mega Shekou Container Terminals Limited, including Shekou ContainerTerminals Ltd., Shenzhen Lianyunjie Container Terminals Co., Ltd., Anxunjie ContainerTerminals (Shenzhen) Co., Ltd., CM Port, Shantou Port, Zhanjiang port, Ningbo Daxie, ShenzhenMawan Project, including Shenzhen Mawan Port Waterway Co., Ltd. and Shenzhen MagangGodown & Wharf Co., Ltd. (hereinafter referred to as "Magang Godown & Wharf").
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Goodwill - continued
(4) Impairment test of goodwill and key parameters
When testing the goodwill for impairment, the Group compares the carrying amount of relatedasset groups and portfolio of asset groups (including goodwill) with the recoverable amount. If therecoverable amount is less than the carrying amount, the difference is included in profit or loss forthe period. The Group determines the recoverable amount of the asset groups and portfolio ofasset groups that generate goodwill at fair value less cost of disposal or at present value ofexpected future cash flows. The fair value is determined using market approach. The presentvalue of cash flows is estimated based on the forecast of cash flows for 5 years to 26 yearsdetailed forecast period and subsequent forecast period. The estimated future cash flows for thedetailed forecast period are based on the business plan established by the management; theexpected future cash flows for the subsequent forecast period are determined in conjunction withthe level of the final year of the detailed forecast period, combined with the Group's businessplans, industry trends and inflation rates. The growth rate adopted will not exceed the long-termaverage growth rate of the country where the asset groups and portfolio of asset groups arelocated. The key assumptions used by the Group in estimating the present value of future cashflows include growth rate and discount rate etc. The pre-tax discount rate and the growth rate forsubsequent forecast period adopted in 2022 are 11.20%-20.47% and 2.00%-2.62% respectively.The parameters of key assumptions determined by the Group's management are in line with theGroup's historical experience or external source of information.
23. Long-term prepaid expenses
Presentation of long-term prepaid expenses:
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | Increase for the year | Amortization in the year | Other decreases | 31/12/2022 | Reason for other decreases |
| Tonggu channel widening project (Note 1) | 473,211,130.99 | - | 17,764,434.24 | - | 455,446,696.75 | |
| West public channel widening project at West port area (Note 2) | 252,759,769.78 | 3,312,887.13 | 6,635,254.04 | - | 249,437,402.87 | |
| Relocation project of Nanhai Rescue Bureau | 38,661,479.90 | - | 1,107,368.40 | - | 37,554,111.50 | |
| Expenditures for the improvement of leased fixed assets | 20,786,525.04 | 2,460,225.71 | 2,615,577.38 | - | 20,631,173.37 | |
| Dredging project | 76,591,867.23 | 9,291,637.47 | 13,269,093.07 | 2,853,992.26 | 69,760,419.37 | Reclassified to West public channel widening project at West port area |
| Others | 113,983,768.58 | 83,025,999.52 | 43,482,667.06 | - | 153,527,101.04 | |
| Total | 975,994,541.52 | 98,090,749.83 | 84,874,394.19 | 2,853,992.26 | 986,356,904.90 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
23. Long-term prepaid expenses - continued
Note 1: This represents the Group's actual expenses on Shenzhen Western Port Area Tonggu
Channel 210-270M Widening Project. According to relevant resolutions of ShenzhenMunicipal Government, the enterprise and government shall bear 60% and 40% of theexpenses incurred for the 210-240M widening project, and 50% and 50% of the expensesincurred for the 240-270M widening project respectively. The Company's subsidiary hasincluded the expenses on deepening the channel in the item of "long-term prepaidexpenses", and amortized such expenses over the expected useful lives of the twowidening projects of 35 and 40 years using straight-line method since the completion ofeach project in 2008 and 2019, respectively.
Note 2: This represents the Group's actual expenses on Shenzhen West Port Area Public Channel
Widening Project, of which the widening of 240-270M in the first section was completedon 1 June 2019 and the widening of 240-270M in the second and third sections wascompleted on 5 November 2020. According to relevant resolutions of Shenzhen MunicipalGovernment, the enterprise and government shall bear 50% and 50% of the expensesincurred for the project respectively. The Company's subsidiary has included the expenseson deepening the channel in the item of "long-term prepaid expenses", and amortized suchexpenses over the expected useful life of 40 years using straight-line method since thecompletion of each section of the channel widening project.
24. Deferred income tax
(1) Deferred tax assets without offsetting
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2022 | 31/12/2021 | ||
| Deductible temporary differences | Deferred tax assets | Deductible temporary differences | Deferred tax assets | |
| Unrealized profit | 756,772,558.79 | 184,729,651.97 | 769,833,723.80 | 187,934,375.63 |
| Provision for credit loss | 190,727,520.03 | 35,544,695.31 | 134,107,345.89 | 22,607,019.97 |
| Deductible losses | 182,211,924.34 | 40,193,891.36 | 243,923,028.71 | 77,871,713.03 |
| Accrued and unpaid wages | 161,026,788.29 | 35,802,355.38 | 133,228,573.09 | 32,069,398.58 |
| Depreciation of fixed assets | 154,724,225.49 | 35,753,675.92 | 174,310,058.63 | 38,498,510.97 |
| Deferred income | 36,723,054.56 | 8,709,144.22 | 37,320,614.70 | 8,908,126.11 |
| Provisions | 35,365,156.43 | 12,024,153.19 | 23,243,718.18 | 7,902,864.18 |
| Amortization of computer software | 9,291,532.77 | 2,322,883.19 | 9,375,355.92 | 2,343,838.98 |
| Provision for impairment of assets | 5,507,073.16 | 1,376,768.29 | 3,858,354.37 | 964,588.59 |
| Organization costs | 3,498,150.00 | 874,537.50 | 5,967,432.36 | 1,491,858.09 |
| Others | 57,124,137.75 | 15,595,505.07 | 69,133,036.30 | 17,553,416.71 |
| Total | 1,592,972,121.61 | 372,927,261.40 | 1,604,301,241.95 | 398,145,710.84 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Deferred income tax - continued
(2) Deferred tax liabilities without offsetting
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2022 | 31/12/2021 | ||
| Taxable temporary differences | Deferred tax liabilities | Taxable temporary differences | Deferred tax liabilities | |
| Withholding dividend income tax | 37,565,601,815.13 | 2,568,624,605.88 | 32,834,363,823.45 | 2,276,809,099.05 |
| Fair value adjustment of assets acquired from business combination | 7,755,954,464.86 | 1,762,190,010.27 | 7,922,514,263.15 | 1,794,717,729.81 |
| Depreciation of fixed assets | 1,119,997,714.31 | 280,579,814.18 | 855,120,746.48 | 226,223,855.58 |
| Changes in fair value of other non-current financial assets | 330,012,225.76 | 82,503,056.44 | 478,483,648.29 | 99,590,902.64 |
| Changes in fair value of investments in other equity instruments | 130,791,178.28 | 32,697,794.57 | 138,988,784.68 | 34,747,196.17 |
| Others | 1,169,095,183.52 | 126,676,026.52 | 1,101,926,283.77 | 118,328,687.36 |
| Total | 48,071,452,581.86 | 4,853,271,307.86 | 43,331,397,549.82 | 4,550,417,470.61 |
(3) Deferred tax assets or liabilities that are presented at the net amount after offsetting
| Item | Offset amount of deferred tax assets and liabilities at the end of the year | Balance of deferred tax assets or liabilities after offsetting at the end of the year | Offset amount of deferred tax assets and liabilities at the beginning of the year | Balance of deferred tax assets or liabilities after offsetting at the beginning of the year |
| Deferred tax assets | - | 372,927,261.40 | - | 398,145,710.84 |
| Deferred tax liabilities | - | 4,853,271,307.86 | - | 4,550,417,470.61 |
(4) Deductible temporary differences and deductible losses for which deferred tax assets are
not recognized
| Item | 31/12/2022 | 31/12/2021 |
| Deductible temporary differences | 930,204,772.41 | 944,129,558.25 |
| Deductible losses | 2,112,659,943.00 | 2,197,937,158.38 |
| Total | 3,042,864,715.41 | 3,142,066,716.63 |
The Group recognizes deferred income tax assets to the extent of future taxable income that islikely to be obtained to offset the deductible temporary differences and deductible losses. For theexcess of deductible temporary differences and deductible losses over future taxable income, nodeferred tax assets are recognized.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Deferred income tax - continued
(5) Deductible losses for which deferred tax assets are not recognized will be expired in the
following years:
CHINA MERCHANTS PORT GROUP CO., LTD.Year
| Year | 31/12/2022 | 31/12/2021 |
| 2022 | - | 418,419,582.20 |
| 2023 | 515,101,493.80 | 568,545,269.63 |
| 2024 | 488,358,232.03 | 501,044,247.06 |
| 2025 | 375,208,491.05 | 385,310,677.29 |
| 2026 | 112,756,494.15 | 300,322,682.88 |
| 2027 | 600,178,442.73 | - |
| Deductible losses due after 2028 | 21,056,789.24 | 24,294,699.32 |
| Total | 2,112,659,943.00 | 2,197,937,158.38 |
25. Other non-current assets
| Item | 31/12/2022 | 31/12/2021 |
| Advances for the channel project (Note) | 989,752,762.75 | 965,997,076.71 |
| Prepayments for fixed assets | 117,094,834.14 | 66,519,391.16 |
| Prepayments for terminal franchise | 27,493,116.21 | 28,084,523.57 |
| Prepayments for land use rights | - | 132,334,704.86 |
| Others | 52,448,665.69 | 38,157,256.39 |
| Subtotal | 1,186,789,378.79 | 1,231,092,952.69 |
| Less: Impairment provision | - | - |
| Total | 1,186,789,378.79 | 1,231,092,952.69 |
Note: This represents that the Company's subsidiary Zhanjiang Port, upon its reorganization into
a joint stock company in 2007, signed the Channel Arrangement Agreement with State-owned Assets Supervision and Administration Commission of Zhanjiang ("ZhanjiangSASAC") and China Merchants International Terminal (Zhanjiang) Co., Ltd. According tothe agreement, the channel belongs to Zhanjiang SASAC, therefore, the Group presentedthe advances of channel project that should be repaid by Zhanjiang SASAC as other non-current assets.
26. Short-term borrowings
(1) Classification of short-term borrowings
| Item | 31/12/2022 | 31/12/2021 |
| Credit loan | 7,149,322,782.85 | 12,450,169,472.03 |
| Pledged loans (Note) | 15,015,583.33 | |
| Guaranteed loan | - | 1,201,283,333.33 |
| Total | 7,164,338,366.18 | 13,651,452,805.36 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
26. Short-term borrowings - continued
(1) Classification of short-term borrowings - continued
Note: This represents the short-term borrowings of RMB15,015,583.33 from China Merchants
Bank Co., Ltd. obtained by Guangdong Yide Port Co., Ltd. (hereinafter referred to as "YidePort") , a subsidiary of the Company, with its fixed assets as the collateral.
(2) As at 31 December 2022, the Group has no short-term borrowings that are overdue.
27. Notes payable
CHINA MERCHANTS PORT GROUP CO., LTD.Category
| Category | 31/12/2022 | 31/12/2021 |
| Commercial acceptance | - | 1,895,987.17 |
| Total | - | 1,895,987.17 |
28. Accounts payable
| Item | 31/12/2022 | 31/12/2021 |
| Service fee | 299,350,272.24 | 279,969,574.04 |
| Material purchase | 132,460,163.17 | 147,895,793.90 |
| Construction fee | 110,687,325.42 | 189,852,525.62 |
| Equipment payments | 87,445,302.02 | 34,478,229.18 |
| Rental fee | 8,304,019.32 | 6,226,422.72 |
| Others | 172,902,315.49 | 185,397,893.05 |
| Total | 811,149,397.66 | 843,820,438.51 |
(1) Aging of accounts payable
| Aging | 31/12/2022 | 31/12/2021 | ||
| Amount | Proportion (%) | Amount | Proportion (%) | |
| Within 1 year (inclusive) | 710,976,970.28 | 87.65 | 751,095,352.31 | 89.01 |
| 1-2 years (inclusive) | 47,038,049.65 | 5.80 | 58,151,929.86 | 6.89 |
| 2-3 years (inclusive) | 26,667,189.69 | 3.29 | 8,515,047.38 | 1.01 |
| More than 3 years | 26,467,188.04 | 3.26 | 26,058,108.96 | 3.09 |
| Total | 811,149,397.66 | 100.00 | 843,820,438.51 | 100.00 |
(2) Significant accounts payable aged more than one year
| Name of entity | 31/12/2022 | Aging | Reason for outstanding or not being carried forward |
| Shenzhen City Planning and Land Resources Committee Nanshan Administration | 21,642,795.50 | More than 3 years | The government planning project has not been completed, and the ownership certificate is not obtained. |
| Quanzhou Antong Logistics Co., Ltd. | 16,948,161.45 | 1-2 years | To be paid upon confirmation by both parties. |
| Total | 38,590,956.95 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
29. Receipts in advance
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Rental fee received in advance | 6,205,443.31 | 6,724,007.73 |
| Management fee received in advance | - | 2,163,886.70 |
| Others | 3,681,088.28 | 425,271.58 |
| Total | 9,886,531.59 | 9,313,166.01 |
(1) Aging of receipts in advance
| Aging | 31/12/2022 | 31/12/2021 | ||
| Amount | Proportion (%) | Amount | Proportion (%) | |
| Within 1 year (inclusive) | 9,884,079.59 | 99.98 | 9,283,472.35 | 99.68 |
| 1-2 years (inclusive) | - | - | 13,943.66 | 0.15 |
| 2-3 years (inclusive) | - | - | - | - |
| More than 3 years | 2,452.00 | 0.02 | 15,750.00 | 0.17 |
| Total | 9,886,531.59 | 100.00 | 9,313,166.01 | 100.00 |
(2) As at 31 December 2022, the Group has no significant receipts in advance aged more than
one year.
30. Contract liabilities
(1) Presentation of contract liabilities
| Item | 31/12/2022 | 31/12/2021 |
| Service fee received in advance | 59,729,035.75 | 47,772,567.97 |
| Port charges received in advance | 55,045,635.27 | 122,718,356.71 |
| Warehousing fee received in advance | 3,048,588.90 | 15,698,102.34 |
| Others | 24,076,291.11 | 10,595,498.24 |
| Total | 141,899,551.03 | 196,784,525.26 |
(2) There are no significant changes in the carrying amount of contract liabilities during the
year.
(3) As at 31 December 2022, the Group has no significant contract liabilities aged more than
one year.
(4) Qualitative and quantitative analysis of contract liabilities
Contract liabilities mainly represent the amount received by the Group for the port servicesprovided to customers. The payment is collected according to the time agreed in the contract. TheGroup recognizes contract revenue based on the progress of the contract. The contract liabilitieswill be recognized as revenue after the Group fulfils its performance obligations.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
30. Contract liabilities - continued
(5) Revenue recognized in the year and included in the carrying amount of contract liabilities
at the beginning of the year
An amount of RMB 140,142,620.89 included in the carrying amount of contract liabilities at thebeginning of 2022 has been recognized as revenue in the current year, including contractliabilities arising from settled but unfinished construction resulting from the contract of servicefees received in advance amounting to RMB 8,013,654.49, contract liabilities arising from settledbut unfinished construction resulting from the contract of port charges received in advanceamounting to RMB 116,799,424.52, contract liabilities arising from settled but unfinishedconstruction resulting from contract of warehousing fee received in advance amounting to RMB5,750,669.26, and contract liabilities arising from settled but unfinished construction resultingfrom other contracts amounting to RMB 9,578,872.62.
31. Employee benefits payable
(1) Presentation of employee benefits payable
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | Effect of changes in the scope of consolidation | Increase for the year | Decrease for the year | 31/12/2022 |
| 1. Short-term benefits | 808,913,314.49 | - | 3,310,660,483.51 | 3,198,040,372.01 | 921,533,425.99 |
| 2. Post-employment benefits - defined contribution plan | 6,125,899.58 | - | 343,308,676.05 | 336,051,060.70 | 13,383,514.93 |
| 3. Termination benefits | 5,900,000.00 | - | 15,889,694.23 | 19,366,411.45 | 2,423,282.78 |
| 4. Other benefits due within 1 year | - | - | 4,157,316.73 | 4,157,316.73 | - |
| 5. Others | -522,798.60 | - | 4,105,888.70 | 4,088,595.67 | -505,505.57 |
| Total | 820,416,415.47 | - | 3,678,122,059.22 | 3,561,703,756.56 | 936,834,718.13 |
(2) Presentation of short-term benefits
| Item | 31/12/2021 | Effect of changes in the scope of consolidation | Increase for the year | Decrease for the year | 31/12/2022 |
| I. Wages and salaries, bonuses, allowances and subsidies | 783,600,775.04 | - | 2,695,618,818.79 | 2,581,777,331.00 | 897,442,262.83 |
| II. Staff welfare | - | - | 155,387,145.54 | 155,387,145.54 | - |
| III. Social insurance contributions | 9,058,171.24 | - | 186,709,033.43 | 185,221,665.23 | 10,545,539.44 |
| Including: Medical insurance | 7,678,856.08 | - | 158,869,279.10 | 157,916,591.22 | 8,631,543.96 |
| Work injury insurance | 47,248.95 | - | 16,735,913.65 | 16,729,245.83 | 53,916.77 |
| Others | 1,332,066.21 | - | 11,103,840.68 | 10,575,828.18 | 1,860,078.71 |
| IV. Housing funds | -74,747.24 | - | 195,607,230.11 | 195,627,543.34 | -95,060.47 |
| V. Labor union and employee education funds | 16,412,863.42 | - | 46,296,443.95 | 49,067,177.41 | 13,642,129.96 |
| VI. Other short-term benefits | -83,747.97 | - | 31,041,811.69 | 30,959,509.49 | -1,445.77 |
| Total | 808,913,314.49 | - | 3,310,660,483.51 | 3,198,040,372.01 | 921,533,425.99 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
31. Employee benefits payable - continued
(3) Defined benefit plans
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | Effect of changes in the scope of consolidation | Increase for the year | Decrease for the year | 31/12/2022 |
| I. Basic pension | 5,795,491.40 | - | 256,851,622.57 | 252,886,027.83 | 9,761,086.14 |
| II. Unemployment insurance | 43,200.24 | - | 4,199,055.46 | 4,193,228.79 | 49,026.91 |
| III. Enterprise annuity | 287,207.94 | - | 82,257,998.02 | 78,971,804.08 | 3,573,401.88 |
| Total | 6,125,899.58 | - | 343,308,676.05 | 336,051,060.70 | 13,383,514.93 |
The Company and its domestic subsidiaries participate in the pension insurance andunemployment insurance plan established by government institutions as required. According tosuch plans, the Group contributes in proportion to the local government. The Group hasestablished an enterprise annuity system, and accrues and pays the enterprise annuity according tothe enterprise annuity system of the Company and its domestic subsidiaries. In addition to abovecontributions, the Group has no further payment obligations. The corresponding expenses areincluded in profit or loss for the period or the cost of related assets when incurred.
32. Taxes payable
| Item | 31/12/2022 | 31/12/2021 |
| Enterprise income tax | 804,846,345.79 | 2,098,884,089.24 |
| VAT | 30,032,002.80 | 19,025,631.30 |
| Other taxes | 83,054,820.50 | 44,809,531.14 |
| Total | 917,933,169.09 | 2,162,719,251.68 |
33. Other payables
(1) Summary of other payables
| Item | 31/12/2022 | 31/12/2021 |
| Dividends payable | 92,374,921.29 | 48,803,019.31 |
| Other payables | 1,663,510,336.97 | 2,091,305,321.77 |
| Total | 1,755,885,258.26 | 2,140,108,341.08 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
33. Other payables - continued
(2) Dividends payable
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Ordinary share dividends | 92,374,921.29 | 48,803,019.31 |
| Including: Zhanjiang Infrastructure Construction Investment Group Co., Ltd. | 41,400,234.06 | - |
| China Merchants Zhangzhou Development Zone Co., Ltd. (Note) | 20,000,000.00 | 20,000,000.00 |
| Dalian Port Container Development Co., Ltd. ("Dalian Port Container") (Note) | 14,000,000.00 | 18,349,264.69 |
| Sri Lanka Ports Authority | 10,446,900.00 | - |
| Dalian City Investment Holding Group Co., Ltd. | 3,527,787.23 | 3,527,787.23 |
| Dalian Port Jifa Logistics Co., Ltd. ("Jifa Logistics") | 3,000,000.00 | 4,945,967.80 |
| Qingdao Qingbao Investment Holding Co., Ltd. | - | 1,979,999.59 |
Note: As at 31 December 2022, the significant dividends payable over one year include RMB
20,000,000.00 due to China Merchants Zhangzhou Development Zone Co., Ltd. and RMB14,000,000.00 due to Dalian Port Container, which are dividends not yet distributed to theinvestors.
(3) Other payables
(a) Disclosure of other payables by nature
| Item | 31/12/2022 | 31/12/2021 |
| Amount payable for construction and quality warranty | 643,816,817.51 | 821,093,777.44 |
| Deposits | 221,628,920.81 | 446,198,541.16 |
| Accrued expenses | 190,048,988.98 | 198,863,463.79 |
| Customer discount (Note) | 164,622,341.62 | 102,393,978.35 |
| Port construction and security fee | 36,697,168.04 | 59,026,576.51 |
| Balance of payment for transfer of land use rights | 11,295,700.00 | 11,295,700.00 |
| Others | 395,400,400.01 | 452,433,284.52 |
| Total | 1,663,510,336.97 | 2,091,305,321.77 |
Note 1: Refer to Note (VIII) 50 (3) for details.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
33. Other payables - continued
(3) Other payables - continued
(b) Significant other payables aged over 1 year
CHINA MERCHANTS PORT GROUP CO., LTD.
Company name
| Company name | Amount payable | Aging | Reason for being outstanding |
| Transport Bureau of Shenzhen Municipality (Ports Administration of Shenzhen Municipality) | 79,639,296.08 | 2-3 years and more than 3 years | To be paid upon confirmation by both parties |
| Zhanjiang Transportation Bureau | 44,941,876.39 | 1-2 years and 2-3 years | To be paid upon confirmation by both parties |
| Shanghai Zhenhua Heavy Industries Co., Ltd. | 35,727,372.57 | 1-2 years and more than 3 years | The contracted settlement condition has not been reached |
| Shantou Transportation Bureau | 31,358,355.47 | More than 3 years | To be paid upon confirmation by both parties |
| Guangdong JIAYE Reserve Logistics Co., Ltd. | 25,000,000.00 | 2-3 years | To be paid upon confirmation by both parties |
| CCCC Fourth Harbor Engineering Co., Ltd. | 23,261,795.77 | 1-2 years and 2-3 years | To be paid upon confirmation by both parties |
| China First Metallurgical Group Co., Ltd. | 16,798,178.60 | 2-3 years | The contracted settlement condition has not been reached |
| Suhua Construction Group Co., Ltd. | 12,717,406.19 | 1-2 years | The contracted settlement condition has not been reached |
| Shenzhen Bulk Cement Office | 12,238,226.14 | More than 3 years | To be paid upon confirmation by both parties |
| Dalian Huarui Heavy Industry Group Co., Ltd | 12,169,705.81 | 2-3 years | To be paid upon confirmation by both parties |
| Wuxi Huadong Heavy Machinery Co., Ltd. | 10,090,410.68 | 1-2 years | To be paid upon confirmation by both parties |
| China Merchants Real Estate (Shenzhen) Co., Ltd. | 10,079,369.00 | More than 3 years | To be paid upon confirmation by both parties |
| Guangdong Hengtai Guotong Industrial Co., Ltd. | 10,000,000.00 | More than 3 years | The contracted settlement condition has not been reached |
| Shantou Finance Bureau | 10,000,000.00 | More than 3 years | To be paid upon confirmation by both parties |
| Shenzhen Penglilong Industrial Co., Ltd. | 8,157,000.00 | 2-3 years and more than 3 years | To be paid upon confirmation by both parties |
| Shaanxi Nonferrous Construction Co., Ltd. | 7,880,134.55 | 1-2 years, 2-3 years | To be paid upon confirmation by both parties |
| CCCC Third Harbor Engineering Co., Ltd. | 6,829,964.04 | 1-2 years and more than 3 years | The contracted settlement condition has not been reached |
| Shenzhen Aohua Zhongmao Industry Co., Ltd. | 6,156,000.00 | 2-3 years and more than 3 years | To be paid upon confirmation by both parties |
| CCCC Guangzhou Dredging Co., Ltd. | 6,059,593.85 | 1-2 years | The contracted settlement condition has not been reached |
| Total | 369,104,685.14 |
34. Non-current liabilities due within one year
| Item | 31/12/2022 | 31/12/2021 |
| Long-term borrowings due within one year (Note VIII 36) | 2,313,191,859.96 | 1,187,781,073.61 |
| Including: Credit borrowings | 1,368,934,869.99 | 399,437,084.19 |
| Guaranteed borrowings | 219,564,028.82 | 158,812,554.95 |
| Mortgage and pledged borrowings | 724,692,961.15 | 629,531,434.47 |
| Bonds payable due within one year (Note VIII 37) | 8,668,651,537.27 | 6,554,177,357.66 |
| Lease liabilities due within one year (Note VIII 38) | 306,942,164.80 | 298,117,295.41 |
| Long-term payables due within one year (Note VIII 39) | 155,665,725.85 | 139,696,643.49 |
| Long-term employee benefits payable due within one year (Note VIII 40) | 54,414,877.57 | 64,306,914.00 |
| Other non-current liabilities due within one year (Note VIII 43) | 142,357,523.50 | 24,130,000.00 |
| Total | 11,641,223,688.95 | 8,268,209,284.17 |
35. Other current liabilities
| Item | 31/12/2022 | 31/12/2021 |
| Short-term bonds payable | 3,017,713,424.64 | 2,002,416,438.36 |
| Accrued professional agency fee | 124,799,040.22 | 128,664,439.94 |
| Others | 18,635,061.10 | 27,416,897.55 |
| Total | 3,161,147,525.96 | 2,158,497,775.85 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
35. Other current liabilities - continued
Changes in short-term bonds payable:
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of bond
| Name of bond | Face value | Date of issue | Term of the bond | Amount of issue | 31/12/2021 | Amount issued in the current year | Interest accrued based on par value | Amortization of premiums or discounts | Repayment in the current year | 31/12/2022 |
| 2.45% RMB 2 billion Super & Short-term Commercial Paper | 2,000,000,000.00 | 2021-12-13 | 90 days | 2,000,000,000.00 | 2,002,416,438.36 | - | 9,665,753.42 | - | 2,012,082,191.78 | - |
| 2.32% RMB 2 billion Super & Short-term Commercial Paper | 2,000,000,000.00 | 2022-1-17 | 90 days | 2,000,000,000.00 | - | 2,000,000,000.00 | 11,441,095.89 | - | 2,011,441,095.89 | - |
| 2.15% RMB 1 billion Super & Short-term Commercial Paper | 1,000,000,000.00 | 2022-3-2 | 180 days | 1,000,000,000.00 | - | 1,000,000,000.00 | 10,602,739.73 | - | 1,010,602,739.73 | - |
| 2.13% RMB 2 billion Super & Short-term Commercial Paper | 2,000,000,000.00 | 2022-3-28 | 180 days | 2,000,000,000.00 | - | 2,000,000,000.00 | 21,008,219.18 | - | 2,021,008,219.18 | - |
| 2.00% RMB 2 billion Super & Short-term Commercial Paper | 2,000,000,000.00 | 2022-6-14 | 180 days | 2,000,000,000.00 | - | 2,000,000,000.00 | 19,726,027.40 | - | 2,019,726,027.40 | - |
| 1.75% RMB 1 billion Super & Short-term Commercial Paper | 1,000,000,000.00 | 2022-9-1 | 270 days | 1,000,000,000.00 | - | 1,000,000,000.00 | 5,657,534.24 | - | - | 1,005,657,534.24 |
| 1.93% RMB 2 billion Super & Short-term Commercial Paper | 2,000,000,000.00 | 2022-9-8 | 180 days | 2,000,000,000.00 | - | 2,000,000,000.00 | 12,055,890.40 | - | - | 2,012,055,890.40 |
| Total | 12,000,000,000.00 | 12,000,000,000.00 | 2,002,416,438.36 | 10,000,000,000.00 | 90,157,260.26 | - | 9,074,860,273.98 | 3,017,713,424.64 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
36. Long-term borrowings
CHINA MERCHANTS PORT GROUP CO., LTD.
Category
| Category | 31/12/2022 | 31/12/2021 | Range of year-end interest rate |
| Credit borrowings | 12,319,883,867.05 | 5,366,543,524.76 | 1.20%-5.17% |
| Guaranteed borrowings (Note 1) | 1,020,670,858.02 | 1,076,679,935.08 | 1.20%-13.58% |
| Mortgage and pledged borrowings (Note 2) | 1,362,736,312.74 | 1,889,397,484.66 | 3.72%-7.08% |
| Total | 14,703,291,037.81 | 8,332,620,944.50 | |
| Less: Long-term borrowings due within one year | 2,313,191,859.96 | 1,187,781,073.61 | |
| Including: Credit borrowings | 1,368,934,869.99 | 399,437,084.19 | |
| Guaranteed borrowings | 219,564,028.82 | 158,812,554.95 | |
| Mortgage and pledged borrowings | 724,692,961.15 | 629,531,434.47 | |
| Long-term borrowings due after one year | 12,390,099,177.85 | 7,144,839,870.89 |
Note 1: The borrowings were guaranteed by Magang Godown & Wharf, China Merchants Port
(Shenzhen) Co., Ltd., CM Port and Guangdong Zhanjiang Logistics Co., Ltd.
Note 2: As at 31 December 2022, the Group obtained the long-term borrowings of
RMB1,362,736,312.74 (31 December 2021: RMB1,889,397,484.66) with its entire equityin Colombo International Container Terminals Limited (hereinafter referred to as"CICT"), the entire equity in Thesar Maritime Limited (hereinafter referred to as "TML"),the land use rights with property right, fixed assets and construction in progress of YidePort, the land use rights with property right of Shenzhen Haixing Harbor DevelopmentCo., Ltd. (hereinafter referred to as "Shenzhen Haixing"), as well as the land use rightswith property right and fixed assets of CM Port (Zhoushan) RoRo Wharf Co., Ltd.(hereinafter referred to as "Zhoushan RoRo"), mortgaged as collaterals.
Details of mortgage and pledged borrowings are as follows:
| Company name | 31/12/2022 | 31/12/2021 | Collateral and pledge |
| China Development Bank Corporation | 494,997,308.55 | 747,186,761.93 | The Group's entire equity in CICT |
| Bank of China Qianhai Shekou Branch | 280,013,198.30 | 241,370,822.03 | Land use rights of Shenzhen Haixing |
| China Construction Bank Shunde Branch | 236,479,995.32 | 264,182,129.41 | Land use rights, fixed assets and construction in progress of Yide Port |
| International Finance Corporation | 123,849,460.76 | 230,966,536.60 | The Group's entire equity in TML |
| African Development Bank | 56,864,864.36 | 106,074,913.93 | |
| Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. | 46,859,749.65 | 87,410,830.23 | |
| The OpecFund For International Development | 40,139,904.25 | 74,876,376.58 | |
| Societe de Promotion et de Participation pour la Cooperation Economique S.A. | 40,170,265.09 | 74,932,105.74 | |
| Deutsche Investitions-und Entwicklungsgesellschaft MBH | 33,449,920.21 | 62,397,008.21 | |
| China Minsheng Bank Co., Ltd. Zhoushan Branch | 9,911,646.25 | - | Land use rights and fixed assets of Zhoushan RoRo |
| Total | 1,362,736,312.74 | 1,889,397,484.66 |
Note: See Note (VIII) 63 for the above mortgages and pledges.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Bonds payable
(1) Bonds payable
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| 4.375% USD 900 million corporate bond | 6,371,347,105.64 | 5,814,296,318.30 |
| 5.000% USD 600 million corporate bond | 4,227,154,465.35 | 3,859,622,116.07 |
| 4.750% USD 500 million corporate bond | 3,542,544,662.47 | 3,236,350,690.37 |
| 4.000% USD 500 million corporate bond | 3,482,186,896.02 | - |
| 2.690% RMB 3 billion corporate bond | 3,027,415,890.40 | - |
| 2.450% RMB 3 billion corporate bond | 3,023,560,273.97 | - |
| 3.520% RMB 2 billion corporate bond | 2,050,147,945.19 | 2,050,147,945.19 |
| 3.360% RMB 2 billion corporate bond | 2,032,587,397.25 | 2,032,587,397.26 |
| 5.000% USD 500 million corporate bond | - | 3,207,848,098.69 |
| 4.890% RMB 2.5 billion corporate bond | - | 2,585,407,534.25 |
| IPCA + 7.816% BRL300 million corporate bond | - | 438,789,671.67 |
| Total | 27,756,944,636.29 | 23,225,049,771.80 |
| Less: Bonds payable due within one year | 8,668,651,537.27 | 6,554,177,357.66 |
| Bonds payable due after one year | 19,088,293,099.02 | 16,670,872,414.14 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Bonds payable - continued
(2) Changes in bonds payable
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of bonds
| Name of bonds | Face value | Date of issue | Term of the bond | Amount of issue | 31/12/2021 | Amount issued in the current year | Interest accrued based on par value | Amortization of premiums or discounts | Repayment in current year | Effect of translation of financial statements denominated in foreign currencies | 31/12/2022 |
| 4.375% USD 900 million corporate bond | USD 900,000,000.00 | 2018-8-6 | 5 years | USD 900,000,000.00 | 5,814,296,318.30 | - | 264,896,739.04 | 11,073,294.93 | 264,383,189.24 | 545,463,942.61 | 6,371,347,105.64 |
| 5.000% USD 600 million corporate bond | USD 600,000,000.00 | 2018-8-6 | 10 years | USD 600,000,000.00 | 3,859,622,116.07 | - | 201,826,086.88 | 5,180,268.23 | 201,434,810.85 | 361,960,805.02 | 4,227,154,465.35 |
| 4.750% USD 500 million corporate bond | USD 500,000,000.00 | 2015-8-3 | 10 years | USD 500,000,000.00 | 3,236,350,690.37 | - | 159,745,629.95 | 5,992,447.04 | 159,745,630.01 | 300,201,525.12 | 3,542,544,662.47 |
| 5.000% USD 500 million corporate bond | USD 500,000,000.00 | 2012-5-4 | 10 years | USD 500,000,000.00 | 3,207,848,098.69 | - | 56,051,102.73 | 2,373,647.20 | 3,453,390,105.04 | 187,117,256.42 | - |
| 4.890% RMB 2.5 billion corporate bond | 2,500,000,000.00 | 2017-4-21 | 5 years | 2,500,000,000.00 | 2,585,407,534.25 | - | 36,842,465.75 | - | 2,622,250,000.00 | - | - |
| 3.360% RMB2 billion corporate bond | 2,000,000,000.00 | 2020-7-7 | 3 years | 2,000,000,000.00 | 2,032,587,397.26 | - | 67,199,999.99 | - | 67,200,000.00 | - | 2,032,587,397.25 |
| 3.520% RMB2 billion corporate bond | 2,000,000,000.00 | 2021-4-14 | 3 years | 2,000,000,000.00 | 2,050,147,945.19 | - | 70,400,000.00 | - | 70,400,000.00 | - | 2,050,147,945.19 |
| IPCA + 7.816% BRL300 million corporate bond | BRL299,632,900.00 | 2016-11-7 | 6 years | BRL 299,632,900.00 | 438,789,671.67 | - | 52,973,250.12 | 55,225,349.19 | 617,313,997.29 | 70,325,726.31 | - |
| 4.000% USD 500 million corporate bond | USD 500,000,000.00 | 2022-6-1 | 5 years | USD 500,000,000.00 | - | 3,351,484,939.46 | 79,052,449.94 | 1,561,139.17 | 67,422,791.10 | 117,511,158.55 | 3,482,186,896.02 |
| 2.690% RMB 3 billion corporate bond | 3,000,000,000.00 | 2022-8-29 | 3 years | 3,000,000,000.00 | - | 3,000,000,000.00 | 27,415,890.40 | - | - | - | 3,027,415,890.40 |
| 2.450% RMB 3 billion corporate bond | 3,000,000,000.00 | 2022-9-5 | 2 years | 3,000,000,000.00 | - | 3,000,000,000.00 | 23,560,273.97 | - | - | - | 3,023,560,273.97 |
| Total | 23,225,049,771.80 | 9,351,484,939.46 | 1,039,963,888.77 | 81,406,145.76 | 7,523,540,523.53 | 1,582,580,414.03 | 27,756,944,636.29 | ||||
| Less: Bonds payable due within one year | 6,554,177,357.66 | 8,668,651,537.27 | |||||||||
| Bonds payable due after one year | 16,670,872,414.14 | 19,088,293,099.02 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
38. Lease liabilities
(1) Lease liabilities
CHINA MERCHANTS PORT GROUP CO., LTD.Category
| Category | 31/12/2022 | 31/12/2021 |
| Lease payment | 1,963,098,776.36 | 2,060,643,997.13 |
| Unrecognized financing cost | -707,805,697.52 | -707,331,795.63 |
| Total | 1,255,293,078.84 | 1,353,312,201.50 |
| Less: Lease liabilities due within one year | 306,942,164.80 | 298,117,295.41 |
| Lease liabilities due after one year | 948,350,914.04 | 1,055,194,906.09 |
(2) Maturity of lease liabilities
| Item | 31/12/2022 |
| Minimum lease payments under non-cancellable leases: | |
| 1st year subsequent to the balance sheet date | 364,803,817.74 |
| 2nd year subsequent to the balance sheet date | 215,854,408.62 |
| 3rd year subsequent to the balance sheet date | 48,250,795.11 |
| Subsequent years | 1,334,189,754.89 |
| Total | 1,963,098,776.36 |
The Group is not exposed to any significant liquidity risk associated with lease liabilities.
39. Long-term payables
(1) Summary of long-term payables
| Item | 31/12/2022 | 31/12/2021 |
| Long-term payables | 3,698,632,219.45 | 3,540,616,228.99 |
| Special payables | 8,349,096.71 | 21,259,780.90 |
| Total | 3,706,981,316.16 | 3,561,876,009.89 |
| Less: Long-term payables due within one year | 155,665,725.85 | 139,696,643.49 |
| Long-term payables due after one year | 3,551,315,590.31 | 3,422,179,366.40 |
(2) Long-term payables
| Item | 31/12/2022 | 31/12/2021 |
| Terminal management rights (Note 1) | 3,657,579,951.15 | 3,125,647,576.58 |
| Finance lease payable (Note 2) | 41,052,268.30 | - |
| Payable to minority shareholders of subsidiaries | - | 411,858,969.58 |
| Others | - | 3,109,682.83 |
| Total | 3,698,632,219.45 | 3,540,616,228.99 |
| Less: Long-term payables due within one year | 155,665,725.85 | 139,696,643.49 |
| Long-term payables due after one year | 3,542,966,493.60 | 3,400,919,585.50 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Long-term payables - continued
(2) Long-term payables - continued
Note 1: On 12 August 2011, the Group reached a 35-year building, operation and transfer agreement
through the subsidiary CICT and Sri Lanka Port Authority on the building, operation,management and development of Colombo Port South Container Terminal (hereinafter referredto as "BOT"). The above-mentioned amount payable for the acquisition of terminalmanagement rights is determined by discounting the amount to be paid in the future using theprevailing market interest rate according to the BOT agreement. As at 31 December 2022, theamount payable for the acquisition of terminal management rights is RMB 867,784,742.01.
TCP, a subsidiary of the Company, entered into a franchise agreement on the Port ofParanaguá with the Administration of the Ports of Paranaguá and Antonina- APPA(hereinafter referred to as "APPA"). The agreement provides for an initial term of 25 yearsfor the franchising rights. In April 2016, TCP and APPA entered into the SupplementalAgreement, which extends the term to 50 years and will be expired in October 2048.
On 9 September 2021, TCP, a subsidiary of the Company, entered into a supplementalagreement to the Lease Agreement with APPA for the franchising rights of the Ports ofParanaguá and Antonina, pursuant to which the base figure for the calculation offranchising rights for the Ports of Paranaguá and Antonina was adjusted from Brazil IGP-M Inflation Index ("IGP-M index") to the Extended National Consumer Price Index("IPCA index") of Brazilian Institute of Geography and Statistics("IBGE"). In November2021, TCP readjusted the franchising rights using the IPCA index. As at 31 December2022, the amount of franchising rights payable was RMB 2,789,795,209.14.
Note 2: On 15 June 2022, Zhoushan RoRo, a subsidiary of the Company, entered into a finance
lease contract for sale and leaseback with China Merchants Finance Leasing (Tianjin) Co.,Ltd.
(3) Special payables
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | Increase for the year | Decrease for the year | 31/12/2022 | Reason |
| Refunds of port construction fee | 12,675,502.52 | - | 12,675,502.52 | - | Note 1 |
| Employee housing fund | 4,686,678.97 | 439,962.71 | - | 5,126,641.68 | Note 2 |
| Innovation workshop for model workers | 3,897,599.41 | - | 675,144.38 | 3,222,455.03 | |
| Total | 21,259,780.90 | 439,962.71 | 13,350,646.90 | 8,349,096.71 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Long-term payables - continued
(3) Special payables - continued
Note 1: This represents the refund of the construction fee received by the Group from the Ministry
of Transport, Shenzhen Municipal Transportation Bureau. According to the "PortConstruction Fee Management Measures" promulgated by the Ministry of Finance, thispayment is dedicated to the construction of water transport infrastructure and terminalconstruction, which has been fully used in the current period.
Note 2: This represents the repairing fund for public areas and public facilities and equipment
established after the Group sells the public-owned house on the collectively allocated landto employees. The fund is contributed by all the employees having ownership of the houseaccording to the rules and is specially managed and used for specific purpose.
40. Long-term employee benefits payable
(1) Long-term employee benefits payable
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Post-employment benefits - net liabilities of defined benefit plans | 516,950,669.03 | 463,858,274.44 |
| Termination benefits | 64,274,552.96 | 71,467,335.47 |
| Others (Note) | 112,285,587.01 | 117,662,796.72 |
| Total | 693,510,809.00 | 652,988,406.63 |
| Less: Long-term employee benefits payable due within one year | 54,414,877.57 | 64,306,914.00 |
| Long-term employee benefits payable due after one year | 639,095,931.43 | 588,681,492.63 |
Note: This represents the employee relocation costs of the Company's subsidiary Shantou Port in
connection with land acquisition and reservation.
(2) Changes in defined benefit plans
Present value of defined benefit plan obligations:
| Item | 2022 | 2021 |
| I. Opening balance | 463,858,274.44 | 429,830,989.42 |
| II. Defined benefit cost included in profit or loss for the period | 24,392,165.72 | 26,633,751.24 |
| 1. Current service cost | 11,191,538.44 | 11,482,700.68 |
| 2. Past service cost | - | - |
| 3. Interest adjustment | 13,200,627.28 | 15,151,050.56 |
| III. Defined benefit cost included in other comprehensive income | 50,820,198.04 | 31,841,388.55 |
| 1. Actuarial gains | 49,959,657.35 | 32,665,927.62 |
| 2. Effect of exchange rate changes | 860,540.69 | -824,539.07 |
| IV. Other changes | -22,119,969.17 | -24,447,854.77 |
| 1. Benefits paid | -22,119,969.17 | -24,447,854.77 |
| 2. Changes in the scope of consolidation | - | - |
| V. Closing balance | 516,950,669.03 | 463,858,274.44 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
40. Long-term employee benefits payable - continued
(2) Changes in defined benefit plans - continued
The Company's subsidiaries provide the registered retirees and in-service staff withsupplementary post-employment benefit plans.
The Group hired a third-party actuary to estimate the present value of the above-mentionedretirement benefit plan obligations in an actuarial manner based on the expected cumulativewelfare unit method. The Group recognizes the liabilities based on the actuarial results. Therelevant actuarial gains or losses are included in other comprehensive income and cannot bereclassified into profit or loss in the future. Past service costs are recognized in profit or loss forthe period in which the plan is revised. The net interest is determined by multiplying the definedbenefit plan net debt or net assets by the appropriate discount rate.
41. Provisions
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | Increase for the year | Decrease for the year | Effect of translation of financial statements denominated in foreign currencies | 31/12/2022 | Reason |
| Pending litigation | 23,243,718.18 | 17,513,729.66 | 9,547,298.48 | 4,155,007.07 | 35,365,156.43 | Note |
| Sales discount | - | 193,589,600.16 | 193,589,600.16 | - | - | |
| Other | 1,003,584.24 | - | 1,003,584.24 | - | - | |
| Total | 24,247,302.42 | 211,103,329.82 | 204,140,482.88 | 4,155,007.07 | 35,365,156.43 |
Note: This represents the estimated compensation amount that the Company's subsidiary TCP
may need to pay due to the pending litigation.
42. Deferred income
| Item | 31/12/2021 | Increase for the year | Decrease for the year | 31/12/2022 |
| Government grants | 1,075,566,122.15 | 1,565,800.00 | 45,858,732.41 | 1,031,273,189.74 |
| Unrealized sale-and- leaseback income | 391,762.76 | - | 391,762.76 | - |
| Total | 1,075,957,884.91 | 1,565,800.00 | 46,250,495.17 | 1,031,273,189.74 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
42. Deferred income - continued
Items involving government grants are as follows:
CHINA MERCHANTS PORT GROUP CO., LTD.
Category
| Category | 31/12/2021 | Addition | Amount recognized in other income | 31/12/2022 | Related to assets /related to income |
| Refund from marine reclamation land | 336,471,484.55 | - | 19,349,167.92 | 317,122,316.63 | Related to assets |
| Tonggu channel widening project (Note) | 262,314,289.68 | - | 7,057,783.56 | 255,256,506.12 | Related to assets |
| Special subsidies for facilities and equipment | 233,339,756.18 | - | 10,372,155.79 | 222,967,600.39 | Related to assets |
| West public channel widening project at West port area (Note) | 208,661,435.58 | - | 5,439,716.28 | 203,221,719.30 | Related to assets |
| Government subsidies for intelligent system | 13,471,673.46 | 1,090,800.00 | 1,626,034.95 | 12,936,438.51 | Related to assets |
| Refund of land transfer charges | 6,301,466.61 | - | 267,200.04 | 6,034,266.57 | Related to assets |
| Subsidy for green and low carbon port project | 140,390.02 | - | 140,390.02 | - | Related to assets |
| Others | 14,865,626.07 | 475,000.00 | 1,606,283.85 | 13,734,342.22 | Related to assets |
| Total | 1,075,566,122.15 | 1,565,800.00 | 45,858,732.41 | 1,031,273,189.74 |
Note: Refer to Note (VIII) 23 for details.
43. Other non-current liabilities
| Item | 31/12/2022 | 31/12/2021 |
| Actuarial cost for the calculation of pension benefit difference for the public security bureau staff (Note 1) | 175,742,813.67 | 176,939,999.96 |
| Third party borrowings (Note 2) | 143,755,523.50 | - |
| Berth priority call right (Note 3) | 4,480,217.05 | 9,595,454.89 |
| Related party borrowings (Note 2) | 3,162,000.00 | - |
| Others | 1,600,086.28 | 660,123.68 |
| Total | 328,740,640.50 | 187,195,578.53 |
| Less: Other non-current liabilities due within one year | 142,357,523.50 | 24,130,000.00 |
| Including: Third party borrowings | 123,755,523.50 | - |
| Actuarial cost for the calculation of pension benefits difference for the public security bureau staff | 15,440,000.00 | 24,130,000.00 |
| Related party borrowings | 3,162,000.00 | - |
| Other non-current liabilities due after one year | 186,383,117.00 | 163,065,578.53 |
Note 1: Refer to Note (VIII) 49 for details.
Note 2: This represents the principal and interest on borrowings of the subsidiary of the Company
Shunkong Port from its minority shareholder Guangdong Shunkong City Investment RealEstate Co., Ltd. and its related party Guangdong Shunkong Transportation Investment Co.,Ltd.
Note 3: This represents the berth priority call right as agreed in the contract entered into with the
customers in 2003, with total amount of USD14 million. The Group must give priority tothe berthing requirements of the contracted customers during the contract period. TheGroup amortized the berth priority right over 20 years using straight-line method. In 2022,the amount included in operating income is RMB 5,115,237.84.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
44. Share capital
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | Changes for the year | 31/12/2022 | ||||
| New issue of share | Bonus issue | Capitalization of surplus reserve | Others | Sub-total | |||
| 2022 | |||||||
| I. Restricted tradable shares | |||||||
| 1. State-owned shares | - | - | - | - | - | - | - |
| 2. State-owned legal person shares (Note 1) | - | 576,709,537.00 | - | - | - | 576,709,537.00 | 576,709,537.00 |
| 3. Other domestic shares | 9,821.00 | - | - | - | -2,455.00 | -2,455.00 | 7,366.00 |
| 4. Foreign shares (Note2) | 1,148,648,648.00 | - | - | - | -1,148,648,648.00 | -1,148,648,648.00 | - |
| Total restricted tradable shares | 1,148,658,469.00 | 576,709,537.00 | - | - | -1,148,651,103.00 | -571,941,566.00 | 576,716,903.00 |
| II. Non-restricted tradable shares | - | - | - | - | - | - | |
| 1. Ordinary shares denominated in RMB | 593,819,745.00 | - | - | - | 1,148,648,973.00 | 1,148,648,973.00 | 1,742,468,718.00 |
| 2. Foreign capital shares listed domestically | 179,886,910.00 | - | - | - | 2,130.00 | 2,130.00 | 179,889,040.00 |
| 3. Foreign capital shares listed overseas | - | - | - | - | - | - | - |
| 4. Others | - | - | - | - | - | - | - |
| Total non-restricted tradable shares | 773,706,655.00 | - | - | - | 1,148,651,103.00 | 1,148,651,103.00 | 1,922,357,758.00 |
| III. Total shares | 1,922,365,124.00 | 576,709,537.00 | - | - | - | 576,709,537.00 | 2,499,074,661.00 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
44. Share capital - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2020 | Changes for the year | 31/12/2021 | ||||
| New issue of share | Bonus issue | Capitalization of surplus reserve | Others | Sub-total | |||
| 2021 | |||||||
| I. Restricted tradable shares | |||||||
| 1. State-owned shares | - | - | - | - | - | - | - |
| 2. State-owned legal person shares | - | - | - | - | - | - | - |
| 3. Other domestic shares | 9,496.00 | - | - | - | 325.00 | 325.00 | 9,821.00 |
| 4. Foreign shares | 1,148,648,648.00 | - | - | - | - | - | 1,148,648,648.00 |
| Total restricted tradable shares | 1,148,658,144.00 | - | - | - | 325.00 | 325.00 | 1,148,658,469.00 |
| II. Non-restricted tradable shares | |||||||
| 1. Ordinary shares denominated in RMB | 593,820,070.00 | - | - | - | -325.00 | -325.00 | 593,819,745.00 |
| 2. Foreign capital shares listed domestically | 179,886,910.00 | - | - | - | - | - | 179,886,910.00 |
| 3. Foreign capital shares listed overseas | - | - | - | - | - | - | - |
| 4. Others | - | - | - | - | - | - | - |
| Total non-restricted tradable shares | 773,706,980.00 | - | - | - | -325.00 | -325.00 | 773,706,655.00 |
| III. Total shares | 1,922,365,124.00 | - | - | - | - | - | 1,922,365,124.00 |
Note 1: The changes for the year represent 576,709,537 A-shares issued by the Company to Zhejiang Haigang Investment Operation Group Co., Ltd.
in a private placement at RMB 18.50 per share. The net proceeds after deducting all issuing expenses amount to RMB 10,632,533,330.40,increasing the share capital by RMB 576,709,537.00 and capital reserve by RMB 10,055,823,793.40.
Note 2: On 30 October 2018, pursuant to the Reply of China Securities Regulatory Commission to Approve Shenzhen Chiwan Wharf Holdings Ltd.
on Issuing Shares to China Merchants Investment Development Company Limited for Acquisition of Assets and Raising Supporting Funds(Zheng Jian Xu Ke [2018] No.1750), the Company issued 1,148,648,648 A-shares to China Merchants Investment Development CompanyLimited, which were listed on SZSE on 26 December 2018, subject to a sale restriction for a period of 36 months from the listing date with anautomatic 6-month extension. The restricted shares began to be circulated in 2022, and were transferred into non-restricted shares.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
45. Capital Reserve
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | Increase | Decrease | 31/12/2022 |
| 2022 | ||||
| Capital premium | 23,189,922,809.62 | 11,018,890,153.88 | - | 34,208,812,963.50 |
| Including: Capital contributed by investors (Note 1) | 7,012,992,483.94 | 10,055,823,793.40 | - | 17,068,816,277.34 |
| Differences arising from business combination involving enterprises under common control | 13,302,937,205.73 | - | - | 13,302,937,205.73 |
| Differences arising from acquisition of minority interests (Note 2) | 1,215,209,939.74 | 950,213,874.28 | - | 2,165,423,814.02 |
| Others | 1,658,783,180.21 | 12,852,486.20 | - | 1,671,635,666.41 |
| Other capital reserve | 402,779,949.08 | 151,303,029.21 | 11,255,106.54 | 542,827,871.75 |
| Including: Transfer from capital reserve under the previous accounting system | -2,781,133.00 | - | - | -2,781,133.00 |
| Unexercised share-based payment (Note 3) | 9,956,938.60 | 5,617,671.30 | 9,983,207.90 | 5,591,402.00 |
| Other changes in owners' equity of the investee under equity method other than changes in net profit or loss, profit distribution and other comprehensive income | 395,604,143.48 | 145,685,357.91 | 1,271,898.64 | 540,017,602.75 |
| Total | 23,592,702,758.70 | 11,170,193,183.09 | 11,255,106.54 | 34,751,640,835.25 |
| 2021 | ||||
| Capital premium | 22,730,949,021.44 | 501,665,416.93 | 42,691,628.75 | 23,189,922,809.62 |
| Including: Capital contributed by investors | 7,012,992,483.94 | - | - | 7,012,992,483.94 |
| Differences arising from business combination involving enterprises under common control | 13,345,628,834.48 | - | 42,691,628.75 | 13,302,937,205.73 |
| Differences arising from acquisition of minority interests | 714,658,981.71 | 500,550,958.03 | - | 1,215,209,939.74 |
| Others | 1,657,668,721.31 | 1,114,458.90 | - | 1,658,783,180.21 |
| Other capital reserve | 108,649,303.12 | 353,196,864.64 | 59,066,218.68 | 402,779,949.08 |
| Including: Transfer from capital reserve under the previous accounting system | -2,781,133.00 | - | - | -2,781,133.00 |
| Unexercised share-based payment | 10,096,607.62 | 11,870,209.58 | 12,009,878.60 | 9,956,938.60 |
| Other changes in owners' equity of the investee under equity method other than changes in net profit or loss, profit distribution and other comprehensive income | 101,333,828.50 | 341,326,655.06 | 47,056,340.08 | 395,604,143.48 |
| Total | 22,839,598,324.56 | 854,862,281.57 | 101,757,847.43 | 23,592,702,758.70 |
Note 1: Refer to Note (VIII) 44 for details.
Note 2: The changes for the year mainly represent the dividends attributable to CM Port that the
Company chose to acquire in the form of share replacement and shareholding increase,which increased the capital reserve by RMB 950,213,874.28. Refer to Note (X) 2 for details.
Note 3: Refer to Note (XIV) 2 for details.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
46. Other comprehensive income
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2021 | 2022 | Other changes | 31/12/2022 | ||||
| Pre-tax amount for the year | Less: Amount included in other comprehensive income in the prior period but transferred to profit or loss in the current period | Less: Income tax expenses | Attributable to owners of the Company, net of tax | Attributable to minority shareholders, net of tax | ||||
| 2022 | ||||||||
| I. Other comprehensive income that will not be reclassified subsequently to profit or loss | 81,233,996.26 | -72,230,027.20 | - | 329,334.05 | -22,706,023.29 | -49,853,337.96 | 7,513,669.91 | 51,014,303.06 |
| Including: Changes arising from remeasurement of defined benefit plans | 2,603,415.85 | -49,039,668.45 | - | - | -12,793,128.73 | -36,246,539.72 | - | -10,189,712.88 |
| Other comprehensive income that can't be reclassified to profit or loss under equity method | 2,643,088.68 | -25,906,733.50 | - | - | -11,550,762.02 | -14,355,971.48 | - | -8,907,673.34 |
| Changes in fair value of other equity instruments | 75,987,491.73 | 2,716,374.75 | - | 329,334.05 | 1,637,867.46 | 749,173.24 | 7,513,669.91 | 70,111,689.28 |
| II. Other comprehensive income that will be reclassified subsequently to profit or loss | -971,359,314.44 | 1,696,086,234.25 | - | - | 228,808,762.94 | 1,467,277,471.31 | - | -742,550,551.50 |
| Including: Other comprehensive income that may be reclassified to profit or loss under equity method | 49,431,519.10 | -246,633,232.89 | - | - | -110,193,707.53 | -136,439,525.36 | - | -60,762,188.43 |
| Translation differences of financial statements denominated in foreign currencies | -1,020,790,833.54 | 1,942,719,467.14 | - | - | 339,002,470.47 | 1,603,716,996.67 | - | -681,788,363.07 |
| Total other comprehensive income | -890,125,318.18 | 1,623,856,207.05 | - | 329,334.05 | 206,102,739.65 | 1,417,424,133.35 | 7,513,669.91 | -691,536,248.44 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
46. Other comprehensive income - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 31/12/2020 | 2021 | Other changes | 31/12/2021 | ||||
| Pre-tax amount for the year | Less: Amount included in other comprehensive income in the prior period but transferred to profit or loss in the current period | Less: Income tax expenses | Attributable to owners of the Company, net of tax | Attributable to minority shareholders, net of tax | ||||
| 2021 | ||||||||
| I. Other comprehensive income that will not be reclassified subsequently to profit or loss | 81,416,891.26 | -11,657,252.55 | - | -398,211.33 | -316,112.17 | -10,942,929.05 | -133,217.17 | 81,233,996.26 |
| Including: Changes arising from remeasurement of defined benefit plans | 11,318,269.18 | -32,665,927.62 | - | - | -8,714,853.33 | -23,951,074.29 | - | 2,603,415.85 |
| Other comprehensive income that can't be reclassified to profit or loss under equity method | -6,986,086.44 | 22,223,934.38 | - | - | 9,495,957.95 | 12,727,976.43 | -133,217.17 | 2,643,088.68 |
| Changes in fair value of other equity instruments | 77,084,708.52 | -1,215,259.31 | - | -398,211.33 | -1,097,216.79 | 280,168.81 | - | 75,987,491.73 |
| II. Other comprehensive income that will be reclassified subsequently to profit or loss | -908,114,194.32 | -700,532,642.69 | - | - | -60,790,651.33 | -639,741,991.36 | 2,454,468.79 | -971,359,314.44 |
| Including: Other comprehensive income that may be reclassified to profit or loss under equity method | 31,725,280.52 | 42,635,389.45 | - | - | 20,160,707.37 | 22,474,682.08 | 2,454,468.79 | 49,431,519.10 |
| Translation differences of financial statements denominated in foreign currencies | -939,839,474.84 | -743,168,032.14 | - | - | -80,951,358.70 | -662,216,673.44 | - | -1,020,790,833.54 |
| Total other comprehensive income | -826,697,303.06 | -712,189,895.24 | - | -398,211.33 | -61,106,763.50 | -650,684,920.41 | 2,321,251.62 | -890,125,318.18 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
47. Special reserve
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2021 | Increase | Decrease | 31/12/2022 |
| Safety production cost | 9,184,429.12 | 62,696,039.72 | 45,522,208.87 | 26,358,259.97 |
48. Surplus reserve
| Item | 31/12/2021 | Increase | Decrease | 31/12/2022 |
| Statutory surplus reserve | 961,182,562.00 | 40,734,887.15 | - | 1,001,917,449.15 |
49. Unappropriated profit
| Item | Amount | Proportion of appropriation or allocation |
| 2022 | ||
| Unappropriated profit at the beginning of the year before adjustment | 14,205,879,106.49 | |
| Add: Adjustment to unappropriated profit at beginning of the year | - | |
| Including: Effect of business combinations involving enterprises under common control | - | |
| Unappropriated profit at the beginning of the year after adjustment | 14,205,879,106.49 | |
| Add: Net profit of the year attributable to shareholders of the Company | 3,337,446,222.82 | |
| Transfer of other comprehensive income | 7,513,669.91 | |
| Less: Transfer to statutory surplus reserve | 40,734,887.15 | |
| Transfer to discretionary surplus reserve | - | |
| Transfer to general risk reserve | - | |
| Ordinary shares' dividends payable | 826,617,003.32 | Note (1) |
| Ordinary shares' dividends converted into share capital | - | |
| Pension benefit difference | 3,798,761.66 | Note (2) |
| Others | - | |
| Unappropriated profit at the end of the year | 16,679,688,347.09 | |
| Item | Amount | Proportion of appropriation or allocation |
| 2021 | ||
| Unappropriated profit at the beginning of the year before adjustment | 12,316,177,395.17 | |
| Add: Adjustment to unappropriated profit at beginning of the year | 12,942,703.53 | |
| Including: Effect of business combinations involving enterprises under common control | 12,942,703.53 | |
| Unappropriated profit at the beginning of the year after adjustment (restated) | 12,329,120,098.70 | |
| Add: Net profit of the year attributable to shareholders of the Company | 2,685,829,204.07 | |
| Less: Transfer to statutory surplus reserve | 70,492,239.72 | |
| Transfer to discretionary surplus reserve | - | |
| Transfer to general risk reserve | - | |
| Ordinary shares' dividends payable | 730,498,747.12 | |
| Ordinary shares' dividends converted into share capital | - | |
| Pension benefit difference | 3,525,104.12 | |
| Others | 4,554,105.32 | |
| Unappropriated profit at the end of the year | 14,205,879,106.49 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
49. Unappropriated profit - continued
Note 1: According to the resolution of shareholders' meeting on 21 April 2022, the Company
distributes cash dividends of RMB 4.30 (inclusive of tax) for every 10 shares, totallingRMB 826,617,003.32 on the basis of the total shares of 1,922,365,124 at the end of 2021.
Note 2: This represents the difference between the pension benefits under the original standard
and the retirement benefits of Zhanjiang municipal police borne by Zhanjiang Port.Zhanjiang Port recognizes the related liabilities based on the actuarial results, andunappropriated profit of RMB 3,798,761.66 is eliminated based on the proportion ofequity interest in Zhanjiang Port.
50. Operating income and operating costs
(1) Operating income and operating costs
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 2022 | 2021 | ||
| Income | Cost | Income | Cost | |
| Principal operation | 16,072,394,601.93 | 9,433,786,605.46 | 15,099,983,817.24 | 8,827,960,579.72 |
| Other operations | 158,094,525.62 | 216,675,107.48 | 183,824,357.36 | 218,875,602.77 |
| Total | 16,230,489,127.55 | 9,650,461,712.94 | 15,283,808,174.60 | 9,046,836,182.49 |
(2) Revenue from contracts
| Category of contracts | Ports operation | Bonded logistics operation | Other operations | Total |
| Mainland China, Hong Kong and Taiwan area | 11,540,287,421.98 | 406,998,753.60 | 158,094,525.62 | 12,105,380,701.20 |
| - Pearl River Delta | 6,774,045,422.66 | 263,389,266.60 | 158,094,525.62 | 7,195,529,214.88 |
| - Yangtze River Delta | 1,139,944,516.62 | - | - | 1,139,944,516.62 |
| - Bohai Rim | 74,222,857.10 | 143,609,487.00 | - | 217,832,344.10 |
| - Other areas | 3,552,074,625.60 | - | - | 3,552,074,625.60 |
| Other countries | 4,086,514,642.86 | 38,593,783.49 | - | 4,125,108,426.35 |
| Total | 15,626,802,064.84 | 445,592,537.09 | 158,094,525.62 | 16,230,489,127.55 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
50. Operating income and operating costs - continued
(3) Description of performance obligations
The Group provides port service, bonded logistics service and other services. These services areobligations performed over a period of time. For port services, as the handling time for containersand bulk cargos is short, the management believes that it is not necessary to recognize revenueaccording to the progress towards the completion of contract and it is an appropriate method torecognize the fulfilment of performance obligation and revenue upon the completion of theservice. For bonded logistics service and other services, the customers evenly obtain and consumethe economic benefits from the Group's performance of contract, meanwhile the charging rules asagreed in the contract terms usually adopt daily/month/yearly basis. During the process ofrendering services, the Group recognizes revenue using straight-line method.
Part of the Group's handling contracts are established with discount terms, i.e. the customerswhose business volume reaches agreed level, are granted with preferential charge rate or discount.At the end of the year, as the business volume finally realized within the contract period isuncertain, the contract consideration is subject to variable factors. The management includes thispart of discount in other payables and provisions. At the end of the year, the variableconsiderations arising from sales discount are set out in Note (VIII) 33 (3) and Note (VIII) 41.
51. Taxes and surcharges
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 2022 | 2021 |
| Property tax | 63,233,633.53 | 70,389,135.52 |
| Land use tax | 36,260,260.97 | 34,202,909.60 |
| City construction and maintenance tax | 8,456,389.09 | 9,898,436.53 |
| Education surcharges and local education surcharges | 6,253,550.00 | 7,369,925.21 |
| Stamp duty | 8,694,943.46 | 3,995,999.87 |
| Others (Note) | 159,350,696.41 | 66,117,837.58 |
| Total | 282,249,473.46 | 191,974,244.31 |
Note: Others mainly represent the social contribution tax and tax on services borne by TCP, a
subsidiary of the Company, totalled BRL116,502,509.42 (equivalent to RMB151,706,417.51) for the year.
52. Administrative expenses
| Item | 2022 | 2021 |
| Employee benefits | 1,280,394,043.79 | 1,254,118,714.39 |
| Fees paid to agencies | 80,164,840.55 | 67,169,001.82 |
| Depreciation expenses | 79,095,275.09 | 71,427,267.44 |
| Amortization of intangible assets | 54,493,578.78 | 62,610,371.46 |
| Others | 270,946,998.30 | 273,835,203.39 |
| Total | 1,765,094,736.51 | 1,729,160,558.50 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
53. Financial expenses
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 2022 | 2021 |
| Interest expenses | 1,960,177,578.36 | 1,740,044,260.37 |
| Less: Interest income | 469,834,098.05 | 377,563,874.49 |
| Less: Capitalized interest expenses | 30,960,097.84 | 55,177,640.96 |
| Exchange differences | 477,004,284.27 | -8,805,663.12 |
| Interest expenses -Terminal management rights (Note) | 222,326,056.63 | 145,044,317.17 |
| Interest expenses on lease liabilities | 73,619,268.64 | 79,937,678.42 |
| Handling fee | 21,148,526.03 | 14,643,061.91 |
| Others | 5,232,154.38 | 7,216,457.99 |
| Total | 2,258,713,672.42 | 1,545,338,597.29 |
Note: Details are set out in Note (VIII) 39.
54. Other income
| Item | 2022 | 2021 |
| Business development subsidy | 94,355,004.33 | 250,536,747.94 |
| Transfer from allocation of deferred income (Note VIII 42) | 45,858,732.41 | 44,110,161.98 |
| Additional deduction of VAT | 45,179,805.12 | 24,740,974.05 |
| Special fund for operation | 7,385,898.57 | 9,947,660.80 |
| Steady post subsidies | 5,771,198.38 | 15,167,723.22 |
| Others | 43,097,431.61 | 18,741,893.09 |
| Total | 241,648,070.42 | 363,245,161.08 |
55. Investment income
(1) Details of investment income:
| Item | 2022 | 2021 |
| Income from long-term equity investments under equity method | 7,185,182,148.75 | 6,290,957,480.59 |
| Including: Income from long-term equity investments of associates under equity method | 6,765,840,426.95 | 6,048,315,587.10 |
| Income from long-term equity investments of joint ventures under equity method | 419,341,721.80 | 242,641,893.49 |
| Income from disposal of long-term equity investments | -20,508.06 | 225,846,183.50 |
| Investment income from held-for-trading financial assets | 152,728,622.47 | 72,438,700.63 |
| Investment income from other non-current financial assets | 39,525,241.71 | 40,297,383.53 |
| Dividend income from investments in other equity instruments | 240,001.46 | 7,409,762.66 |
| Total | 7,377,655,506.33 | 6,636,949,510.91 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
55. Investment income - continued
(2) Details of income from long-term equity investments under equity method
CHINA MERCHANTS PORT GROUP CO., LTD.Investee
| Investee | 2022 | 2021 | Reason for changes |
| SIPG | 4,762,565,562.93 | 4,190,349,799.99 | Changes in net profit of investee |
| Terminal Link SAS | 364,965,366.44 | 476,262,839.86 | Changes in net profit of investee |
| Ningbo Zhoushan | 351,607,511.90 | 229,363,153.19 | Changes in net profit of investee |
| Shenzhen China Merchants Qianhai Industrial Development Co., Ltd. | 218,696,415.40 | 130,229,025.57 | Changes in net profit of investee |
| Nanshan Group | 206,680,217.04 | 685,312,588.00 | Changes in net profit of investee |
| Liaoning Port | 144,196,061.13 | 177,413,349.12 | Changes in net profit of investee |
| Euro-Asia Oceangate, S.àr.l. | 140,072,915.26 | 57,559,118.21 | Changes in net profit of investee |
| Qingdao Qianwan United Container Terminal Co., Ltd. | 112,414,404.75 | 83,154,378.77 | Changes in net profit of investee |
| Yantai Port Group Laizhou Port Co., Ltd | 32,565,975.37 | 33,327,096.27 | Changes in net profit of investee |
| Port of Newcastle | 28,511,394.42 | 12,868,828.80 | Changes in net profit of investee |
| China Merchants Northeast Asia Development and Investment Co., Ltd | -13,657,927.07 | 8,262,246.98 | Changes in net profit of investee |
| Others | 836,564,251.18 | 206,855,055.83 | Changes in net profit of investee |
| Total | 7,185,182,148.75 | 6,290,957,480.59 |
56. Gains (Losses) from changes in fair value
| Item | 2022 | 2021 |
| Held-for-trading financial assets | 34,417,357.38 | 11,666,053.97 |
| Other non-current financial assets | -163,451,007.49 | -96,596,314.84 |
| Including: Financial assets at fair value through profit or loss | -163,451,007.49 | -96,596,314.84 |
| Other non-current liabilities | - | 306,172,536.04 |
| Including: Financial liabilities at fair value through profit or loss | - | 306,172,536.04 |
| Total | -129,033,650.11 | 221,242,275.17 |
57. Gains (losses) from impairment of credit
| Item | 2022 | 2021 |
| I. Gains (losses) from impairment of credit of accounts receivable | -5,939,952.37 | -13,674,941.27 |
| II. Gains (losses) from impairment of credit of other receivables | -217,234,842.93 | -239,661,663.35 |
| III. Gains (losses) from impairment of credit of long-term receivables | -298,781.25 | 382,987.12 |
| Total | -223,473,576.55 | -252,953,617.50 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
58. Gains (losses) from impairment of assets
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 2022 | 2021 |
| Gains (losses) from decline in value of inventories | -573,122.05 | - |
| Gains (losses) from impairment of fixed assets | -6,048,776.05 | - |
| Gains (losses) from impairment of intangible assets | -15,537,122.10 | - |
| Gains (losses) from impairment of long-term equity investments | - | -2,147,208.07 |
| Gains (losses) from impairment of goodwill | - | -418,345,307.68 |
| Total | -22,159,020.20 | -420,492,515.75 |
59. Gains (losses) on disposal of assets
| Item | 2022 | 2021 | Amount included in non-recurring profit or loss for the current year |
| Gains on disposal of non-current assets | 55,130,095.52 | 35,576,459.42 | 55,130,095.52 |
| Including: Gains (losses) on disposal of fixed assets | -1,824,719.58 | 9,374,568.54 | -1,824,719.58 |
| Gains on disposal of intangible assets | 57,590,483.04 | 30,064,375.22 | 57,590,483.04 |
| Other gains (losses) | -635,667.94 | -3,862,484.34 | -635,667.94 |
60. Non-operating income
| Item | 2022 | 2021 | Amount included in non-recurring profit or loss for the current year |
| Operation compensation (Note) | 213,574,591.16 | - | 213,574,591.16 |
| Exempted current accounts | 25,091,421.77 | 1,446,930.55 | 25,091,421.77 |
| Management service fee and directors' remuneration | 8,190,857.40 | 7,912,260.93 | 8,190,857.40 |
| Income from relocation compensation | 6,955,000.00 | - | 6,955,000.00 |
| Land rent deduction | 6,421,113.49 | 6,952,470.22 | 6,421,113.49 |
| Gains from retirement or damage of non-current assets | 3,138,573.24 | 3,613,726.26 | 3,138,573.24 |
| Including: Gains from retirement or damage of fixed assets | 3,138,573.24 | 3,613,726.26 | 3,138,573.24 |
| Compensation received for violation of contracts | 2,930,876.85 | 3,519,366.77 | 2,930,876.85 |
| Government grants | 1,640,553.77 | 875,528.75 | 1,640,553.77 |
| Insurance claims | 341,555.58 | 886,184.77 | 341,555.58 |
| Profit from tax saving | - | 12,743,050.88 | - |
| Others | 10,989,909.51 | 5,518,018.37 | 10,989,909.51 |
| Total | 279,274,452.77 | 43,467,537.50 | 279,274,452.77 |
Note: Refer to Note (VIII) 7.3 (2) for details.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
61. Non-operating expenses
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | 2022 | 2021 | Amount included in non-recurring profit or loss for the current year |
| Losses on retirement of non-current assets | 162,620,964.79 | 31,484,815.39 | 162,620,964.79 |
| Including: Losses on retirement or damage of fixed assets | 34,444,521.73 | 31,294,087.61 | 34,444,521.73 |
| Donations | 21,352,071.53 | 11,156,992.01 | 21,352,071.53 |
| Litigation loss | 20,603,558.61 | 11,267,275.13 | 20,603,558.61 |
| Compensation, liquidated damages and penalties | 11,552,735.44 | 9,220,103.11 | 11,552,735.44 |
| Others | 4,312,924.31 | 32,399,507.47 | 4,312,924.31 |
| Total | 220,442,254.68 | 95,528,693.11 | 220,442,254.68 |
62. Income tax expenses
| Item | 2022 | 2021 |
| Current income tax expenses | 871,429,455.95 | 1,162,076,514.07 |
| Deferred income tax expenses | 241,750,223.40 | 267,016,570.24 |
| Total | 1,113,179,679.35 | 1,429,093,084.31 |
Reconciliation of income tax expenses to the accounting profit is as follows:
| Item | 2022 |
| Total profit | 9,344,862,977.02 |
| Income tax expenses calculated at 25% | 2,336,215,744.26 |
| Effect of non-deductible costs, expenses and losses | 289,093,163.69 |
| Accrued income tax | 396,949,980.28 |
| Effect of deductible temporary differences and deductible losses for which deferred tax assets are not recognized in the year | 179,395,402.49 |
| Effect of tax-free income (Note) | -1,014,336,274.34 |
| Effect of tax incentives and changes in tax rate | -437,172,907.98 |
| Effect of different tax rates of subsidiaries operating in other jurisdictions | -585,607,312.75 |
| Effect of utilizing deductible losses for which deferred tax assets were not recognized in prior period | -106,596,821.30 |
| Effect of adjustments to income tax of prior year | 13,427,061.13 |
| Others | 41,811,643.87 |
| Income tax expenses | 1,113,179,679.35 |
Note: This mainly represents the tax effect of income from investments in joint ventures and
associates.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
63. Assets with restricted ownership or use right
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Cash and bank balances (Note 1) | 9,309,145.94 | 12,830,212.33 |
| Equity investment in CICT (Note 2) | 2,115,796,097.99 | 2,026,382,103.10 |
| Equity investment in TML (Note 2) | 1,047,063,416.30 | 411,893,452.06 |
| Fixed assets (Note 3) | 341,870,382.84 | 278,015,952.68 |
| Intangible assets (Note 4) | 222,040,259.68 | 212,232,642.30 |
| Construction in progress (Note 4) | 4,298,598.50 | 12,388,924.87 |
| Total | 3,740,377,901.25 | 2,953,743,287.34 |
Note 1: Details of restricted cash and bank balances are set out in Note (VIII) 1.
Note 2: Details of mortgaged equity and interests are set out in Note (VIII) 36.
Note 3: Details of mortgage borrowings are set out in Note (VIII) 26 and Note (VIII) 36.
Details of sale and leaseback are set out in (VIII) 39.
Note 4: Details of mortgage borrowings are set out in Note (VIII) 36.
64. Other comprehensive income, net of tax
Details are set out in Note (VIII) 46.
65. Items in cash flow statement
(1) Other cash receipts relating to operating activities:
| Item | 2022 | 2021 |
| Interest income | 258,843,106.76 | 133,986,424.52 |
| Government grants | 146,183,117.33 | 300,310,363.33 |
| Insurance indemnities | 58,668,674.41 | 7,390,248.30 |
| Guarantees and deposits | 56,548,699.29 | 38,247,722.18 |
| Rentals | 6,633,711.38 | 9,641,271.39 |
| Refund of port construction fee and service charges | - | 130,668.41 |
| Others | 614,917,616.16 | 534,021,573.18 |
| Total | 1,141,794,925.33 | 1,023,728,271.31 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
65. Items in cash flow statement - continued
(2) Other cash payments relating to operating activities
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 2022 | 2021 |
| Advance payment | 328,830,785.30 | 275,907,895.42 |
| Operating expenses such as operating costs and administrative expenses etc. | 136,317,839.62 | 182,351,696.26 |
| Guarantees and deposits | 47,134,870.60 | 28,616,516.45 |
| Rentals | 22,559,158.93 | 14,653,775.08 |
| Harbor dues on cargo | 14,619,372.24 | 15,776,034.06 |
| Port charges | 5,422,920.14 | 11,723,562.35 |
| Port construction fee | - | 12,001,158.90 |
| Others | 471,440,206.57 | 334,083,168.45 |
| Total | 1,026,325,153.40 | 875,113,806.97 |
(3) Other cash receipts relating to investing activities
| Item | 2022 | 2021 |
| Interest on advances for the project | 169,844,015.81 | 162,918,518.18 |
| Net cash receipts from acquisition of subsidiaries and other business units (Note) | 74,295,900.85 | - |
| Recovered principal for the advances of the project | 45,535,614.18 | 179,243,313.40 |
| Recovered lending | - | 8,980,037.68 |
| Others | 5,388,978.50 | 86,014,701.83 |
| Total | 295,064,509.34 | 437,156,571.09 |
Note: Refer to Note (VIII) 65 (4) for details.
(4) Net cash receipts from acquisition of subsidiaries and other business units
| Item | 2022 |
| Business combination and cash or cash equivalents paid for the year | - |
| Including: Shunkong Port | - |
| Less: Cash and cash equivalents held by subsidiaries at the acquisition date | 74,295,900.85 |
| Including: Shunkong Port | 74,295,900.85 |
| Net cash receipts for acquisition of subsidiaries | 74,295,900.85 |
| Including: Shunkong Port | 74,295,900.85 |
(5) Other cash payments relating to investing activities
| Item | 2022 | 2021 |
| Taxes on land acquisition and reserve paid by ATJ | 947,426,040.54 | - |
| Staff relocation cost in respect of land acquisition and reserve paid by Shantou Port | - | 22,231,894.84 |
| Others | 7,376,441.76 | 406.11 |
| Total | 954,802,482.30 | 22,232,300.95 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
65. Items in cash flow statement - continued
(6) Other cash receipts relating to financing activities
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 2022 | 2021 |
| Sale and leaseback proceeds | 50,000,000.00 | - |
| Others | 6,303,169.80 | - |
| Total | 56,303,169.80 | - |
(7) Other cash payments relating to financing activities
| Item | 2022 | 2021 |
| Payment for the Company's acquisition of minority interests of CM Port | 660,552,076.54 | 76,767,514.23 |
| Lease expenses paid | 422,373,905.31 | 412,013,733.57 |
| Payment for non-public shares issued by the Company | 7,778,570.52 | - |
| Amount paid by Dalian Port Logistics Network Co., Ltd. ("DPN") for acquisition of minority interests | - | 8,748,637.26 |
| Others | 33,412,187.98 | 6,000,631.68 |
| Total | 1,124,116,740.35 | 503,530,516.74 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
66. Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
CHINA MERCHANTS PORT GROUP CO., LTD.
Supplementary information
| Supplementary information | 2022 | 2021 |
| 1. Reconciliation of net profit to cash flows from operating activities: | ||
| Net profit | 8,231,683,297.67 | 7,655,005,989.75 |
| Add: Provision for impairment of assets | 22,159,020.20 | 420,492,515.75 |
| Provision for impairment of credit | 223,473,576.55 | 252,953,617.50 |
| Depreciation of fixed assets | 2,015,080,231.04 | 1,877,442,392.55 |
| Depreciation of investment properties | 184,276,397.36 | 189,639,743.80 |
| Depreciation of right-of-use assets | 349,846,619.98 | 329,603,141.83 |
| Amortization of intangible assets | 663,429,174.32 | 616,107,419.01 |
| Amortization of long-term prepaid expenses | 84,874,394.19 | 53,478,222.59 |
| Losses (gains) on disposal of fixed assets, intangible assets and other long-term assets | -55,130,095.52 | -35,576,459.42 |
| Losses on retirement of fixed assets, intangible assets and other long-term assets | 159,482,391.55 | 27,871,089.13 |
| Losses (gains) on changes in fair value | 129,033,650.11 | -221,242,275.17 |
| Financial expenses | 2,532,320,466.47 | 1,733,787,046.57 |
| Investment loss (income) | -7,377,655,506.33 | -6,636,949,510.91 |
| Decrease in deferred tax assets | 25,218,449.44 | 22,711,365.92 |
| Increase in deferred tax liabilities | 216,531,773.96 | 244,305,204.32 |
| Decrease (increase) in inventories | -30,798,761.65 | 20,057,846.98 |
| Decrease (increase) in operating receivables | -245,987,914.80 | -4,503,635.75 |
| Increase (decrease) in operating payables | -207,459,774.19 | -34,857,143.97 |
| Net cash flows from operating activities | 6,920,377,390.35 | 6,510,326,570.48 |
| 2. Significant investing and financing activities that do not involve cash receipts and payments: | ||
| Conversion of debt into capital | - | - |
| Convertible bonds due within one year | - | - |
| Fixed assets acquired under finance leases | - | - |
| 3. Net changes in cash and cash equivalents: | ||
| Closing balance of cash | 13,567,309,471.62 | 12,727,355,238.36 |
| Less: Opening balance of cash | 12,727,355,238.36 | 11,898,618,327.29 |
| Add: Closing balance of cash equivalents | - | - |
| Less: Opening balance of cash equivalents | - | - |
| Net increase in cash and cash equivalents | 839,954,233.26 | 828,736,911.07 |
(2) Cash and cash equivalents
| Item | 31/12/2022 | 31/12/2021 |
| I. Cash | 13,567,309,471.62 | 12,727,355,238.36 |
| Including: Cash on hand | 726,960.10 | 501,446.73 |
| Bank deposits available for payment at any time | 13,045,336,190.09 | 12,353,104,402.58 |
| Other monetary funds available for payment at any time | 521,246,321.43 | 373,749,389.05 |
| II. Cash equivalents | - | - |
| III. Balance of cash and cash equivalents at the end of the year | 13,567,309,471.62 | 12,727,355,238.36 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
67. Foreign currency monetary items
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Closing balance in foreign currency | Exchange rate | Closing balance in RMB |
| Cash and bank balances | 1,870,045,925.56 | ||
| Including: HKD | 23,605,028.38 | 0.8933 | 21,086,371.85 |
| USD | 106,236,908.63 | 6.9646 | 739,897,573.84 |
| EUR | 50,979,458.93 | 7.4229 | 378,415,425.69 |
| RMB | 730,646,554.18 | 1.0000 | 730,646,554.18 |
| Accounts receivable | 178,676,774.99 | ||
| Including: HKD | 1,650,559.86 | 0.8933 | 1,474,445.12 |
| USD | 3,901,868.86 | 6.9646 | 27,174,955.86 |
| EUR | 20,211,423.30 | 7.4229 | 150,027,374.01 |
| Other receivables | 390,135,896.19 | ||
| Including: HKD | 104,683,569.40 | 0.8933 | 93,513,832.55 |
| USD | 1,318,255.97 | 6.9646 | 9,181,125.53 |
| EUR | 4,248,621.51 | 7.4229 | 31,537,092.61 |
| RMB | 255,903,845.50 | 1.0000 | 255,903,845.50 |
| Other non-current assets | 29,157,826.91 | ||
| Including: EUR | 3,928,091.03 | 7.4229 | 29,157,826.91 |
| Short-term borrowings | 4,090,000,000.00 | ||
| Including: RMB | 4,090,000,000.00 | 1.0000 | 4,090,000,000.00 |
| Accounts payable | 48,034,232.32 | ||
| Including: HKD | 2,235,282.58 | 0.8933 | 1,996,777.93 |
| USD | 10,927.50 | 6.9646 | 76,105.67 |
| EUR | 6,151,416.39 | 7.4229 | 45,661,348.72 |
| RMB | 300,000.00 | 1.0000 | 300,000.00 |
| Other payables | 854,538,294.23 | ||
| Including: HKD | 41,791,974.49 | 0.8933 | 37,332,770.81 |
| USD | 75,312,750.17 | 6.9646 | 524,523,179.83 |
| EUR | 7,882,441.07 | 7.4229 | 58,510,571.81 |
| RMB | 234,171,771.78 | 1.0000 | 234,171,771.78 |
| Non-current liabilities due within one year | 7,204,940,030.45 | ||
| Including: USD | 938,308,019.19 | 6.9646 | 6,534,940,030.45 |
| RMB | 670,000,000.00 | 1.0000 | 670,000,000.00 |
| Long-term borrowings | 4,013,889,870.00 | ||
| Including: USD | 600,000.00 | 6.9646 | 4,178,760.00 |
| EUR | 45,900,000.00 | 7.4229 | 340,711,110.00 |
| RMB | 3,669,000,000.00 | 1.0000 | 3,669,000,000.00 |
| Bonds payable | 11,088,293,099.02 | ||
| Including: USD | 1,592,093,314.62 | 6.9646 | 11,088,293,099.02 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
68. Government grants
(1) New government grants for the year
CHINA MERCHANTS PORT GROUP CO., LTD.
Type
| Type | Amount | Item | Presentation account | Amount included in profit or loss for the year |
| Related to income | 94,355,004.33 | Business development subsidy | Other income | 94,355,004.33 |
| Related to income | 7,385,898.57 | Special operation subsidy | Other income | 7,385,898.57 |
| Related to income | 5,771,198.38 | Steady post subsidies | Other income | 5,771,198.38 |
| Related to assets | 1,090,800.00 | Subsidies for intelligent system | Deferred income | - |
| Related to income | 40,691,109.58 | Others | Other income | 40,691,109.58 |
| Related to income | 1,640,553.77 | Others | Non-operating income | 1,640,553.77 |
| Related to assets | 475,000.00 | Others | Deferred income | 12,500.00 |
| Total | 151,409,564.63 | 149,856,264.63 |
69. Leases
(1) Lessor under operating lease
| Item | Amount |
| I. Revenue | - |
| Lease income | 267,730,741.43 |
| Including: Income related to variable lease payments that are not included in lease receipts | - |
| II. Undiscounted lease receipts received after the balance sheet date | |
| 1st year | 332,586,492.93 |
| 2nd year | 147,065,372.48 |
| 3rd year | 126,383,756.18 |
| 4th year | 114,227,301.08 |
| 5th year | 89,037,712.60 |
| Over 5 years | 232,530,205.50 |
Note: The operating leases where the Group acts as the lessor are related to port and terminal
facilities, machinery and equipment, vehicles, land and buildings, with lease terms rangingfrom 1 month to 50 years and option to renew the lease of port and terminal facilities,machinery and equipment, land and buildings. The Group considers that the unguaranteedbalance of leased assets does not constitute significant risk of the Group, as the assets areproperly used.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
69. Lease - continued
(2) Lessee
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | Amount |
| Interest expenses on lease liabilities | 73,619,268.64 |
| Short-term lease expenses that are accounted for using simplified approach and included in cost of related assets or profit or loss for the period | 71,711,821.89 |
| Expenses on leases of low-value assets (exclusive of expenses on short-term leases of low-value assets) that are accounted for using simplified approach and included in cost of related assets or profit or loss for the period | 2,118,098.94 |
| Variable lease payments that are included in cost of related assets or profit or loss but not included in measurement of lease liabilities | - |
| Including: The portion arising from sale and leaseback transactions | - |
| Income from sub-lease of right-of-use assets | 16,195,950.82 |
| Total cash outflows relating to leases | 474,672,225.36 |
| Income (loss) from sale and leaseback transactions | -21,082,256.97 |
| Cash inflows from sale and leaseback transactions | 50,000,000.00 |
| Cash outflows from sale and leaseback transactions | 217,934,853.80 |
| Others | - |
(IX) CHANGES IN SCOPE OF CONSOLIDATION
1. Changes in scope of consolidation due to other reasons
(1) Subsidiary newly added through asset acquisition
RMB
| Name | Net assets at the end of the year |
| Shunkong Port | 45,804,616.24 |
Note: On 18 November 2022, the Company acquired 51% equity interest of Shunkong Port at the
consideration of RMB 50,000,000.00.
The above-mentioned acquisition is an asset acquisition, and does not form a business combination.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 140 -
(X) EQUITY IN OTHER ENTITIES
1. Interests in subsidiaries
(1) Composition of the Group - Major subsidiaries
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of the subsidiary
| Name of the subsidiary | Principal place of business | Place of incorporation | Nature of business | Registered capital (RMB'0000, unless otherwise specified) | Shareholding ratio (%) | Acquisition method | |
| Direct | Indirect | ||||||
| Shenzhen Chiwan International Freight Agency Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 550.00 | 100.00 | - | Established through investment |
| Chiwan Wharf Holdings (Hong Kong) Ltd. (Wharf Holdings Hong Kong) | HK China | HK China | Investment holding | HKD 1,000,000 | 100.00 | - | Established through investment |
| Dongguan Shenchiwan Port Affairs Co., Ltd. | Dongguan China | Dongguan China | Logistics support services | 45,000.00 | 85.00 | - | Established through investment |
| Dongguan Shenchiwan Wharf Co., Ltd. | Dongguan China | Dongguan China | Logistics support services | 40,000.00 | 100.00 | - | Established through investment |
| Shenzhen Chiwan Harbor Container Co. Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 28,820.00 | 100.00 | - | Business combination involving enterprises under common control |
| Shenzhen Chiwan Port Development Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 10,000.00 | 100.00 | - | Business combination involving enterprises under common control |
| Chiwan Container Terminal Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | USD 95,300,000 | 55.00 | 20.00 | Business combination involving enterprises under common control |
| Shenzhen Chiwan Tugboat Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 2,400.00 | 100.00 | - | Business combination involving enterprises under common control |
| Chiwan Shipping (Hong Kong) Limited | HK China | HK China | Logistics support services | HKD 800,000 | 100.00 | - | Business combination involving enterprises under common control |
| CM Port (Note 1) | HK China | HK China | Investment holding | HKD 46,668,174,000 | 0.37 | 45.32 | Business combination involving enterprises under common control |
| China Merchants Bonded Logistics Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 70,000.00 | 40.00 | 60.00 | Business combination involving enterprises under common control |
| China Merchants Holdings (International) Information Technology Co., Ltd. ("CM International Tech") | Shenzhen China | Shenzhen China | IT service | 8,784.82 | 13.18 | 43.74 | Business combination involving enterprises under common control |
| DPN | Liaoning China | Liaoning China | IT service | 3,200.00 | - | 79.03 | Business combination involving enterprises under common control |
| Gangxin Technology | Liaoning China | Liaoning China | IT service | 800.00 | - | 100.00 | Business combination involving enterprises under common control |
| China Merchants International (China) Investment Co., Ltd. | Shenzhen China | Shenzhen China | Investment holding | USD67,400,000 | - | 100.00 | Business combination involving enterprises under common control |
| China Merchants International Container Terminal (Qingdao) Co., Ltd. | Qingdao China | Qingdao China | Logistics support services | USD 206,300,000 | - | 100.00 | Business combination involving enterprises under common control |
| China Merchants Container Services Limited | HK China | HK China | Logistics support services | HKD 500,000 | - | 100.00 | Business combination involving enterprises under common control |
| China Merchants Port (Shenzhen) Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 55,000.00 | - | 100.00 | Business combination involving enterprises under common control |
| Shenzhen Haiqin Project Management Co., Ltd. | Shenzhen China | Shenzhen China | Engineering supervision service | 1,000.00 | - | 100.00 | Business combination involving enterprises under common control |
| ATJ | Shenzhen China | Shenzhen China | Preparation for the warehousing project | HKD 100,000,000 | - | 100.00 | Business combination involving enterprises under common control |
| ASJ | Shenzhen China | Shenzhen China | Preparation for the warehousing project | HKD 100,000,000 | - | 100.00 | Business combination involving enterprises under common control |
| China Merchants International Terminal (Qingdao) Co., Ltd. | Qingdao China | Qingdao China | Logistics support services | USD 44,000,000 | - | 90.10 | Business combination involving enterprises under common control |
| CICT | Sri Lanka | Sri Lanka | Logistics support services | USD 150,000,100 | - | 85.00 | Business combination involving enterprises under common control |
| Magang Godown & Wharf | Shenzhen China | Shenzhen China | Logistics support services | 33,500.00 | - | 100.00 | Business combination involving enterprises under common control |
| Shenzhen Mawan Port Services Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 20,000.00 | - | 100.00 | Business combination involving enterprises under common control |
| Zhangzhou China Merchants Tugboat Co., Ltd. | Zhangzhou China | Zhangzhou China | Logistics support services | 1,500.00 | - | 70.00 | Business combination involving enterprises under common control |
| Zhangzhou China Merchants Port Co., Ltd. | Zhangzhou China | Zhangzhou China | Logistics support services | 116,700.00 | - | 60.00 | Business combination involving enterprises under common control |
| Zhangzhou Investment Promotion Bureau Xiamenwan Port Affairs Co., Ltd. ("Xiamenwan Port Affairs") (Note 2) | Zhangzhou China | Zhangzhou China | Logistics support services | 44,450.00 | - | 31.00 | Business combination involving enterprises under common control |
| Shekou Container Terminals Ltd. | Shenzhen China | Shenzhen China | Logistics support services | HKD 618,201,200 | - | 100.00 | Business combination involving enterprises under common control |
| Shenzhen Lianyunjie Container Terminals Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 60,854.90 | - | 100.00 | Business combination involving enterprises under common control |
| Anxunjie Container Terminals (Shenzhen) Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 127,600.00 | - | 100.00 | Business combination involving enterprises under common control |
| Anyunjie Port Warehousing Service (Shenzhen) Co., Ltd. | Shenzhen China | Shenzhen China | Preparation for the warehousing project | 6,060.00 | - | 80.00 | Business combination involving enterprises under common control |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 141 -
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - Major subsidiaries - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of the subsidiary
| Name of the subsidiary | Principal place of business | Place of incorporation | Nature of business | Registered capital (RMB'0000, unless otherwise specified) | Shareholding ratio (%) | Acquisition method | |
| Direct | Indirect | ||||||
| Shenzhen Haixing | Shenzhen China | Shenzhen China | Logistics support services | 53,072.92 | - | 67.00 | Business combination involving enterprises under common control |
| Shenzhen Lianyongtong Terminal Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | USD 7,000,000 | - | 100.00 | Business combination involving enterprises under common control |
| Yide Port | Foshan China | Foshan China | Logistics support services | 21,600.00 | 51.00 | - | Business combination involving enterprises under common control |
| Mega Shekou Container Terminals Limited | BVI | BVI | Investment holding | USD 120.00 | - | 80.00 | Business combination involving enterprises under common control |
| Lome Container Terminal S.A. (Note 3) | Republic of Togo | Republic of Togo | Logistics support services | XOF 200,000,000 | - | 35.00 | Business combination involving enterprises under common control |
| Gainpro Resources Limited | BVI | BVI | Investment holding | USD 1.00 | - | 76.47 | Business combination involving enterprises under common control |
| Hambantota International Port Group (Private) Limited | Sri Lanka | Sri Lanka | Logistics support services | USD 1,145,480,000 | - | 65.00 | Business combination involving enterprises under common control |
| Shantou port | Shantou China | Shantou China | Logistics support services | 12,500.00 | - | 60.00 | Business combination involving enterprises under common control |
| Shenzhen Jinyu Rongtai Investment Development Co., Ltd. | Shenzhen China | Shenzhen China | Property lease, etc. | 80,000.00 | - | 100.00 | Business combination involving enterprises under common control |
| Shenzhen Merchants Qianhaiwan Real Estate Co., Ltd | Shenzhen China | Shenzhen China | Property lease, etc. | 20,000.00 | - | 100.00 | Business combination involving enterprises under common control |
| Juzhongzhi Investment (Shenzhen) Co., Ltd. | Shenzhen China | Shenzhen China | Investment consulting | 4,000.00 | - | 75.00 | Business combination involving enterprises under common control |
| Shenzhen Lianda Tugboat Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 200.00 | - | 60.29 | Business combination involving enterprises under common control |
| China Ocean Shipping Tally Zhangzhou Co., Ltd. | Zhangzhou China | Zhangzhou China | Logistics support services | 200.00 | - | 84.00 | Business combination involving enterprises under common control |
| China Merchants Holdings (Djibouti) FZE | Djibouti | Djibouti | Logistics support services | USD 38,140,000 | - | 100.00 | Business combination involving enterprises under common control |
| Xinda Resources Limited (hereinafter referred to as "Xinda") | BVI | BVI | Investment holding | USD 107,620,000 | - | 77.45 | Business combination involving enterprises under common control |
| Kong Rise Development Limited | HK China | HK China | Investment holding | USD 107,620,000 | - | 100.00 | Business combination involving enterprises under common control |
| TCP | Brazil | Brazil | Logistics support services | BRL 68,851,600 | - | 100.00 | Business combination not involving enterprises under common control |
| Direcet Achieve Investments Limited | HK China | HK China | Investment holding | USD 814,781,300 | - | 100.00 | Business combination involving enterprises under common control |
| Zhoushan RoRo | Zhoushan China | Zhoushan China | Logistics support services | 17,307.86 | 51.00 | - | Asset acquisition |
| Shenzhen Haixing Logistics Development Co., Ltd. | Shenzhen China | Shenzhen China | Logistics support services | 7,066.79 | - | 67.00 | Asset acquisition |
| Zhanjiang Port | Zhanjiang China | Zhanjiang China | Logistics support services | 587,420.91 | 3.42 | 54.93 | Business combination not involving enterprises under common control |
| Zhanjiang Port International Container Terminal Co., Ltd. | Zhanjiang China | Zhanjiang China | Logistics support services | 60,000.00 | - | 80.00 | Business combination not involving enterprises under common control |
| Zhanjiang Port Petrochemical Terminal Co., Ltd. (Note 4) | Zhanjiang China | Zhanjiang China | Logistics support services | 18,000.00 | - | 50.00 | Business combination not involving enterprises under common control |
| China Ocean Shipping Tally Co., Ltd., Zhanjiang | Zhanjiang China | Zhanjiang China | Logistics support services | 300.00 | - | 84.00 | Business combination not involving enterprises under common control |
| Zhanjiang Port Donghaidao Bulk Cargo Terminal Co., Ltd. | Zhanjiang China | Zhanjiang China | Logistics support services | 5,000.00 | - | 100.00 | Business combination not involving enterprises under common control |
| Guangdong Zhanjiang Port Logistics Co., Ltd. | Zhanjiang China | Zhanjiang China | Logistics support services | 10,000.00 | - | 100.00 | Business combination not involving enterprises under common control |
| Zhanjiang Port Haichuan Trading Co., Ltd. | Zhanjiang China | Zhanjiang China | Logistics support services | 200.00 | - | 100.00 | Business combination not involving enterprises under common control |
| Guangdong Zhanjiang Port Longteng Shipping Co., Ltd. | Zhanjiang China | Zhanjiang China | Logistics support services | 9,000.00 | - | 70.00 | Business combination not involving enterprises under common control |
| Ningbo Daxie (Note 5) | Ningbo China | Ningbo China | Logistics support services | 120,909.00 | - | 45.00 | Business combination not involving enterprises under common control |
| Shantou Harbor Towage Service Co., Ltd. | Shantou China | Shantou China | Logistics support services | 1,000.00 | - | 100.00 | Established through investment |
| Sanya Merchants Port Development Co., Ltd. | Sanya China | Sanya China | Logistics support services | 1,000.00 | 51.00 | - | Established through investment |
| Malai Warehousing (Shenzhen) Co., Ltd | Shenzhen China | Shenzhen China | Owning China Qianhai property | HKD 1,600,000,000 | - | 100.00 | Business combination not involving enterprises under common control |
| Ports Development (Hong Kong) Limited (Note 6) | Hong Kong China | Hong Kong China | Investment holding | 2,768,291.56 | 100.00 | - | Established through investment |
| Shunkong Port | Foshan China | Foshan China | Property development and management | 6,122.45 | 51.00 | - | Asset acquisition |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 142 -
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - Major subsidiaries - continued
Note 1: On 19 June 2018, the Company and China Merchants Group (Hong Kong) Co., Ltd.
("CMHK") entered into an "Agreement of Concerted Action on China Merchants PortHoldings Company Limited". According to the agreement, CMHK unconditionally keepsconsistent with the Company when voting for the matters discussed at the generalshareholders' meeting of CM Port in respect of its voting power of CM Port as entrusted,and performs the voting as per the Company's opinion. In March 2022, the Companytransferred its 43.00% equity contribution in China Merchants Port Holdings CompanyLimited to the wholly-owned subsidiary Ports Development (Hong Kong) Co., Ltd.
In June and October 2022, CM Port respectively distributed 2021 dividends and 2022interim dividends to shareholders. The shareholders may select to receive the dividends allin cash or shares, or receive the dividends part in cash and part in new shares. TheCompany, Ports Development (Hong Kong) Co., Ltd. and CMHK select to receive all itsshare of dividends from the shareholding in CM Port in the form of scrip dividends. In2022, the Company and Ports Development (Hong Kong) Co., Ltd. acquired 64,556,000ordinary shares of CM Port from the secondary market. Upon the completion of abovedistribution and the transaction, the proportion of the ordinary shares of CM Port held bythe Group to the total issued ordinary shares of CM Port was changed from 43.18% to
45.69%, while the proportion of the ordinary shares of CM Port held by CMHK to thetotal issued ordinary shares of CM Port was changed from 21.98% to 22.42%. Therefore,the Company has 68.11% voting power of CM Port in total and has control over CM Port.
Note 2:The Group and China Merchants Zhangzhou Development Zone Co., Ltd. entered into an
"Equity Custody Agreement", according to which China Merchants ZhangzhouDevelopment Zone Co., Ltd. entrusted its 29% equity of ZCMG to the Group for operationand management. Therefore, the Group has 60% voting power of ZCMG and includes it inthe scope of consolidation of the consolidated financial statements.
Note 3:The Group is entitled to the nomination of most members of the executive commission and
has control over Lome Container Terminal S.A. Therefore, the Group includes it in thescope of consolidation of the consolidated financial statements.
Note 4:The Group holds 50% equity interest in Zhanjiang Port Petrochemical Terminal Co., Ltd.
According to the agreement, the Group has control over Zhanjiang Port PetrochemicalTerminal Co., Ltd., and therefore includes it in the scope of consolidation of theconsolidated financial statements.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 143 -
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - Major subsidiaries - continued
Note 5: Cyber Chic Company Limited, a subsidiary of the Company, entered into a cooperation
agreement with Ningbo Zhoushan. According to the cooperation agreement, Cyber ChicCompany Limited and Ningbo Zhoushan will negotiate and communicate to reach aunanimous action before exercising their shareholder rights over Ningbo Daxie. If theparties to the agreement fail to reach a consensus on matters such as the operation andmanagement of Ningbo Daxie, the decision will be based on the opinion of Cyber ChicCompany Limited. After the signing of the Cooperation Agreement, Cyber Chic CompanyLimited and Ningbo Zhoushan together own more than 50% of the voting rights in NingboDaxie. As a result, the Group is able to exercise control over Ningbo Daxie and includes itin the scope of consolidation of the consolidated financial statements.
Note 6:Ports Development (Hong Kong) Co., Ltd. is a limited liability company established by
the Company in Hong Kong, China on 16 February 2022.
(2) Significant non-wholly-owned subsidiaries
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of the
subsidiary
| Name of the subsidiary | Proportion of ownership interest held by the minority shareholders (%) | Profit or loss attributable to minority shareholders in the current year | Dividends distributed to minority shareholders in the current year | Balance of minority interests at the end of the year |
| CM Port | 54.31 | 4,707,642,117.09 | 1,590,573,974.57 | 68,280,647,974.87 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 144 -
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(3) Key financial information of significant non-wholly-owned subsidiaries
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of thesubsidiary
| Name of the subsidiary | 31/12/2022 | 31/12/2021 | ||||||||||
| Current assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total liabilities | Current assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total liabilities | |
| CM Port | 12,837,082,258.94 | 137,558,098,661.09 | 150,395,180,920.03 | 18,761,895,893.60 | 25,152,356,977.50 | 43,914,252,871.10 | 12,688,479,912.82 | 129,676,976,538.08 | 142,365,456,450.90 | 17,301,652,593.00 | 26,291,693,462.84 | 43,593,346,055.84 |
| Name of the subsidiary | 2022 | 2021 | ||||||
| Operating income | Net profit | Total comprehensive income | Cash flows from operating activities | Operating income | Net profit | Total comprehensive income | Cash flows from operating activities | |
| CM Port | 10,926,649,847.41 | 7,771,272,424.87 | 9,468,881,467.49 | 5,181,954,271.51 | 9,835,827,140.59 | 7,324,839,959.14 | 6,890,512,293.77 | 4,700,305,072.57 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 145 -
(X) EQUITY IN OTHER ENTITIES - continued
2. Transactions resulting from changes in ownership interests in subsidiaries without
losing control over the subsidiaries
(1) Description of changes in ownership interests in subsidiaries
During the year, the Company's ownership interests in CM Port is changed from 43.18% to
45.69%. Details are set out in Note (X) 1 (1).
(2) Effect of the transactions on minority interests and equity attributable to owners of the
Company
CHINA MERCHANTS PORT GROUP CO., LTD.
| CM Port | |
| Acquisition cost | |
| - Cash | 684,350,978.87 |
| - Fair value of non-cash assets | 1,408,249,596.23 |
| Total acquisition cost | 2,092,600,575.10 |
| Less: Share of net assets of subsidiaries calculated based on the proportion of equity acquired | 3,042,814,449.38 |
| Difference | -950,213,874.28 |
| Including: Adjustment to capital reserve | 950,213,874.28 |
| Adjustment to surplus reserve | - |
| Adjustment to unappropriated profit | - |
3. Interests in joint ventures and associates
(1) Significant joint ventures or associates
| Investee | Principal place of business | Place of registration | Nature of business | Proportion of ownership interests held by the Group (%) | Accounting treatment of investments in associates | |
| Direct | Indirect | |||||
| Associate | ||||||
| SIPG | Shanghai, PRC | Shanghai, PRC | Port and container terminal business | - | 28.05 | Equity method |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(X) EQUITY IN OTHER ENTITIES - continued
4. Key financial information of significant associate
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | SIPG | |
| 31/12/2022 / 2022 | 31/12/2021/ 2021 | |
| Current assets | 46,525,054,810.02 | 50,550,358,636.59 |
| Including: Cash and cash equivalents | 26,843,326,028.04 | 28,494,577,716.81 |
| Non-current assets | 135,276,650,788.84 | 120,237,119,876.27 |
| Total assets | 181,801,705,598.86 | 170,787,478,512.86 |
| Current liabilities | 25,863,891,496.14 | 29,281,912,321.67 |
| Non-current liabilities | 34,770,765,671.21 | 33,699,936,944.88 |
| Total liabilities | 60,634,657,167.35 | 62,981,849,266.55 |
| Minority interests | 8,839,640,972.54 | 8,014,833,731.08 |
| Equity attributable to shareholders of the Company | 112,327,407,458.97 | 99,790,795,515.23 |
| Share of net assets calculated based on the proportion of ownership interests | 31,507,837,792.24 | 26,584,267,925.26 |
| Adjustments | ||
| - Goodwill | 2,427,508,397.27 | 2,066,192,806.75 |
| - Others | 236,552,011.66 | 193,346,651.68 |
| Carrying amount of equity investments in associates | 34,171,898,201.17 | 28,843,807,383.69 |
| Fair value of publicly quoted equity investments in associates | 34,877,210,592.30 | 33,990,040,779.28 |
| Operating income | 37,279,806,723.63 | 34,288,697,334.43 |
| Net profit | 17,910,112,648.83 | 15,480,719,994.16 |
| Other comprehensive income | -526,788,637.24 | 573,880,124.36 |
| Total comprehensive income | 17,383,324,011.59 | 16,054,600,118.52 |
| Dividends received from associates in the current year | 1,240,688,187.97 | 793,927,959.22 |
5. Summarized financial information of insignificant associates and joint ventures
| Item | 31/12/2022 /2022 | 31/12/2021 / 2021 |
| Joint ventures: | ||
| Total carrying amount of investments | 9,716,793,055.72 | 8,540,003,758.64 |
| Aggregate of following items calculated based on the proportion of ownership interest | ||
| - Net profit | 419,341,721.80 | 242,641,893.49 |
| - Other comprehensive income | 175,421,702.38 | 4,375,404.14 |
| - Total comprehensive income | 594,763,424.18 | 247,017,297.63 |
| Associates: | ||
| Total carrying amount of investments | 48,475,602,662.16 | 32,969,640,682.19 |
| Aggregate of following items calculated based on the proportion of ownership interest | ||
| - Net profit | 2,003,274,864.02 | 1,857,965,787.11 |
| - Other comprehensive income | -300,868,120.56 | -92,265,491.63 |
| - Total comprehensive income | 1,702,406,743.46 | 1,765,700,295.48 |
6. The investees where the Group holds long-term equity investments are not restricted
to transfer funds to the Group.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 147 -
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS
1. Currency risk
Currency risk is the risk that losses will occur because of changes in foreign exchange rates. TheGroup's exposure to the currency risk is primarily associated with HKD, USD and EUR. Exceptfor part of the purchases and sales, the Group's other principal activities are denominated andsettled in RMB. As at 31 December 2022, the balances of the Group's assets and liabilities areboth denominated in functional currency, except that the assets and liabilities set out below arerecorded using foreign currencies. Currency risk arising from the foreign currency balance ofassets and liabilities may have impact on the Group's performance.
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Cash and bank balances | 799,833,569.05 | 304,226,402.75 |
| Accounts receivable | 29,766,083.42 | 37,640,821.94 |
| Other receivables | 360,531,571.16 | 292,001,737.01 |
| Short-term borrowings | 4,090,000,000.00 | 653,200,000.00 |
| Accounts payable | 2,372,883.60 | 3,534,444.32 |
| Other payables | 246,131,122.92 | 131,844,034.16 |
| Non-current liabilities due within one year | 670,000,000.00 | 2,585,407,534.25 |
| Long-term borrowings | 3,669,000,000.00 | 670,000,000.00 |
| Long-term payables | - | 3,433,175,756.61 |
The Group closely monitors the effects of changes in the foreign exchange rates on the Group'scurrency risk exposures. According to the current risk exposure and judgment on the exchangerate movements, the management considers it is unlikely that the exchange rate changes in thenext year will result in significant loss to the Group.
Sensitivity analysis on currency risk
The assumption for the sensitivity analysis on currency risk is that all the cash flow hedges andhedges of a net investment in a foreign operation are highly effective. On the basis of the aboveassumption, where all other variables are held constant, the reasonably possible changes in theforeign exchange rate may have the following pre-tax effect on the profit or loss for the periodand shareholders' equity:
| Item | Changes in exchange rate | 2022 | 2021 | ||
| Effect on profit | Effect on shareholders' equity | Effect on profit | Effect on shareholders' equity | ||
| All foreign currencies | 5% increase against RMB | -383,846,068.61 | -383,846,068.61 | -146,440,030.80 | -146,440,030.80 |
| All foreign currencies | 5% decrease against RMB | 383,846,068.61 | 383,846,068.61 | 146,440,030.80 | 146,440,030.80 |
| All foreign currencies | 5% increase against USD | 5,221,127.37 | 5,221,127.37 | 5,092,313.03 | 5,092,313.03 |
| All foreign currencies | 5% decrease against USD | -5,221,127.37 | -5,221,127.37 | -5,092,313.03 | -5,092,313.03 |
| All foreign currencies | 5% increase against HKD | 3,837,255.04 | 3,837,255.04 | -201,218,971.96 | -201,218,971.96 |
| All foreign currencies | 5% decrease against HKD | -3,837,255.04 | -3,837,255.04 | 201,218,971.96 | 201,218,971.96 |
| All foreign currencies | 5% increase against EUR (including FCFA) | 419,047.06 | 419,047.06 | 402,049.34 | 402,049.34 |
| All foreign currencies | 5% decrease against EUR (including FCFA) | - 419,047.06 | - 419,047.06 | -402,049.34 | -402,049.34 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 148 -
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
2. Interest rate risk - changes in cash flows
Risk of changes in cash flows of financial instruments arising from interest rate changes is mainlyrelated to bank loans with floating interest rate. (See Note (VIII) 26 and Note (VIII) 36). TheGroup continuously and closely monitors the impact of interest rate changes on the Group'sinterest rate risk. The Group's policy is to maintain these borrowings at floating rates. Presently,the Group has no arrangement such as interest rate swaps.
Sensitivity analysis on interest rate risk
Sensitivity analysis on interest rate risk is based on the following assumptions:
? Fluctuations of market interest rate can affect the interest income or expense of a financial
instrument with floating interest rate;? For a financial instrument at fair value with fixed interest rate, the fluctuations of market interestrate can only affect its interest income or expense;? For a derivative financial instrument designated as hedging instrument, the fluctuations of marketinterest rate affect its fair value, and all interest rate hedges are expected to be highly effective;? The changes in fair value of derivative financial instruments and other financial assets andliabilities are calculated using cash flow discounting method by applying the market interest rate atbalance sheet date.
On the basis of above assumptions, where the other variables held constant, the pre-tax effect ofpossible and reasonable changes in interest rate on the profit or loss for the period andshareholders' equity are as follows:
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Changes in interest rate | 2022 | 2021 | ||
| Effect on profit | Effect on shareholders' equity | Effect on profit | Effect on shareholders' equity | ||
| Short-term borrowings and long-term borrowings | 1% increase | -207,621,560.74 | -207,621,560.74 | -163,962,806.32 | -163,962,806.32 |
| Short-term borrowings and long-term borrowings | 1% decrease | 207,621,560.74 | 207,621,560.74 | 163,962,806.32 | 163,962,806.32 |
3. Liquidity risk
In the management of the liquidity risk, the Group monitors and maintains a level of cash andcash equivalents deemed adequate by the management to finance the Group's operations andmitigate the effects of fluctuations in cash flows. The management monitors the utilisation ofbank borrowings and ensures compliance with loan covenants.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 149 -
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
3. Liquidity risk - continued
As at 31 December 2022, the Group had total current liabilities in excess of total current assets ofRMB 6,123,555,489.62. As at 31 December 2022, the Group had available and unused line ofcredit and bonds amounting to RMB 74,112,485,433.51, which is greater than the balance of thenet current liabilities. The Group can obtain financial support from the available line of credit andbonds when needed. Therefore, the Group's management believes that the Group has nosignificant liquidity risk.
The following is the maturity analysis for financial assets and financial liabilities held by theGroup which is based on undiscounted remaining contractual obligations:
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Carrying amount | Gross amount | Within 1 year | 1 to 5 years | Over 5 years |
| Short-term borrowings | 7,164,338,366.18 | 7,235,206,811.18 | 7,235,206,811.18 | - | - |
| Accounts payable | 811,149,397.66 | 811,149,397.66 | 811,149,397.66 | - | - |
| Other payables | 1,755,885,258.26 | 1,755,885,258.26 | 1,755,885,258.26 | - | - |
| Non-current liabilities due within one year | 11,571,368,811.38 | 13,000,513,740.76 | 13,000,513,740.76 | - | - |
| Other current liabilities | 3,161,147,525.96 | 3,175,491,532.81 | 3,175,491,532.81 | - | - |
| Long-term borrowings | 12,390,099,177.85 | 13,332,739,038.22 | - | 11,944,558,295.20 | 1,388,180,743.02 |
| Bonds payable | 19,088,293,099.02 | 20,991,603,102.02 | - | 16,723,687,844.84 | 4,267,915,257.18 |
| Lease liabilities | 948,350,914.04 | 1,598,294,958.62 | - | 364,988,464.83 | 1,233,306,493.79 |
| Other non-current liabilities | 20,000,000.00 | 20,543,476.71 | - | 20,543,476.71 | - |
| Long-term payables | 3,542,966,493.60 | 3,546,292,462.09 | - | 643,944,866.57 | 2,902,347,595.52 |
(XII) DISCLOSURE OF FAIR VALUE
1. Closing balance of assets and liabilities measured at fair value
| Item | Fair value at 31/12/2022 | |||
| Level 1 | Level 2 | Level 3 | Total | |
| Fair value measurement | Fair value measurement | Fair value measurement | ||
| Continuously measured at fair value | ||||
| Held-for-trading financial assets | 135,742.11 | 2,998,645,857.52 | - | 2,998,781,599.63 |
| Receivables financing | - | - | 163,766,913.10 | 163,766,913.10 |
| Investments in other equity instruments | - | - | 171,945,275.02 | 171,945,275.02 |
| Other non-current financial assets | 1,717,875,084.72 | - | 27,865,811.69 | 1,745,740,896.41 |
| Total assets continuously measured at fair value | 1,718,010,826.83 | 2,998,645,857.52 | 363,577,999.81 | 5,080,234,684.16 |
2. Basis for determining the market price of items continuously measured at level 1 fair
value
The market prices of held-for-trading financial assets and other non-current financial assets aredetermined based on the closing price of the equity instruments at Stock Exchange at 31December 2022.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XII) DISCLOSURE OF FAIR VALUE - continued
3. Qualitative and quantitative information of valuation techniques and key parameters
adopted for items continuously measured at level 2 fair value
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Fair value at 31/12/2022 | Valuation techniques | Inputs |
| Held-for-trading financial assets | 2,998,645,857.52 | Cash flow discounting | Expected rate of return |
The fair value of debt instruments at fair value through profit or loss is determined using the cashflow discounting approach. During the valuation, the Group adopts the expected return as theinput.
4. Qualitative and quantitative information of valuation techniques and key parameters
adopted for items continuously measured at level 3 fair value
| Item | Fair value at 31/12/2022 | Valuation techniques | Inputs |
| Receivables financing | 163,766,913.10 | Cash flow discounting | Discount rate |
| Investments in other equity instruments | 171,945,275.02 | Net worth method | Carrying amount |
| Other non-current financial assets | 2,000,000.00 | Cash flow discounting | Discount rate |
| Other non-current financial assets | 723,955.24 | Net worth method | Carrying amount |
| Other non-current financial assets | 25,141,856.45 | Listed company comparison approach | Share price |
The fair value of non-listed equity instruments included in equity instruments at fair value throughprofit or loss or other comprehensive income is determined using the valuation techniques such ascash flow discounting method, net worth method, listed company comparison approach etc.During the valuation, the Group needs to make estimates in respect of the future cash flows, creditrisk, market volatility and relevance etc., select appropriate discount rate and take intoconsideration the adjustment of discount and premium.
5. Fair value of financial assets and financial liabilities not measured at fair value
The financial assets and liabilities not measured at fair value mainly include notes receivable,accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable,other payables, long-term borrowings, bonds payable, lease liabilities and long-term payables etc.
The Group's management believes that the carrying amounts of financial assets and financialliabilities at amortized cost in the financial statements approximate their fair values.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
1. Parent of the Company
CHINA MERCHANTS PORT GROUP CO., LTD.Name of the Company
| Name of the Company | Related party relationship | Type of the entity | Place of registration | Nature of business | Issued share capital | Proportion of ownership interests held by the Company (%) | Proportion of voting power held by the Company (%) |
| Broadford Global Limited | Parent | Private limited company (share limited) | Hong Kong | Investment holding | HKD 21,120,986,262 | 2.21 | 63.01 (Note) |
Note: Broadford Global Limited directly holds 2.21% equity of the Company, and indirectly holds 14.84% and 45.96% equity of the Company
through the subsidiaries China Merchants Gangtong Development (Shenzhen) Co., Ltd. and China Merchants Port Investment DevelopmentCompany Limited (formerly known as China Merchants Investment Development Co., Ltd.) respectively. The ultimate controllingshareholder of the Company is China Merchants Group.
2. Subsidiaries of the Company
Details of the subsidiaries of the Company are set out in Note (X) 1.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
3. Associates and joint ventures of the Company
Details of the Company's significant joint ventures and associates are set out in Note (X) 3.
Other joint ventures or associates that have related party transactions with the Group in the currentyear, or formed balances of related party transactions with the Group in the prior year are asfollows:
CHINA MERCHANTS PORT GROUP CO., LTD.Name of joint venture or associate
| Name of joint venture or associate | Relationship with the Company |
| Port of Newcastle and its subsidiaries | Joint venture |
| Guizhou East Land Port Operation Co., Ltd. | Joint venture |
| Qingdao Qianwan United Container Terminal Co., Ltd. | Joint venture |
| Qingdao Qianwan West Port United Wharf Co., Ltd. | Joint venture |
| Qingdao Qianwan New United Container Terminal Co., Ltd. | Joint venture |
| COSCO Logistics (Zhanjiang) Co., Ltd. | Joint venture |
| China Ocean Shipping Agency (Zhanjiang) Co., Ltd | Joint venture |
| Yantai Port Group Laizhou Port Co., Ltd. | Joint venture |
| Qingdao Wutong Century Supply Chain Co., Ltd. | Joint venture |
| China Merchants Port (Shenzhen) Industrial Innovation Private Equity Investment Fund Partnership (Limited Partnership) ("Investment Fund") | Joint venture |
| Doraleh Multi-purpose Port | Associate |
| Great Horn Development Company FZCo | Associate |
| International Djibouti Industrial Parks Operation FZCo | Associate |
| Port de Djibouti S.A. | Associate |
| Terminal Link SAS | Associate |
| Tin-Can Island Container Terminal Ltd | Associate |
| Guizhou Qiandongnan Continental Land Port Operation Co., Ltd. | Associate |
| Nanshan Group and its subsidiaries | Associate |
| SIPG | Associate |
| Ningbo Zhoushan and its subsidiaries | Associate |
| Shenzhen Baohong Technology Co., Ltd. | Associate |
| Tianjin Haitian Bonded Logistics Co., Ltd. | Associate |
| Merchants Port City | Associate |
| Zhanjiang Xiagang United Development Co., Ltd. | Associate |
| Zhangzhou COSCO Shipping Agency Co., Ltd. | Associate |
| Chu Kong River Trade Terminal Co., Ltd. | Associate |
| Shantou Zhonglian Tally Co., Ltd | Associate |
| Shantou International Container Terminals Limited | Associate |
| Shenzhen Bay Electricity Industry Co., Ltd. | Associate |
| Tianjin Port Container Terminal Co., Ltd. | Associate |
| Lac Assal Investment Holding Company Limited | Associate |
| CM Port Chuangrong (Shenzhen) Technology Co., Ltd. | Associate |
| Liaoning Port and its subsidiaries | Associate, controlled by the same ultimate controlling shareholder |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of other related parties
| Name of other related parties | Relationship with the Company |
| Antong Holdings and its subordinate companies (Note) | The same related natural person |
| Zhanjiang Infrastructure Construction Investment Group Co., Ltd. | Minority shareholder of subsidiary |
| Zhoushan Blue Ocean Investment Co., Ltd. | Minority shareholder of subsidiary |
| Sri Lanka Ports Authority | Minority shareholder of subsidiary |
| Guangdong Shunkong City Investment Real Estate Co. Ltd. | Minority shareholder of subsidiary |
| China Marine Shipping Agency Guangdong Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Hoi Tung (Shanghai) Company Limited | Controlled by the same ultimate controlling shareholder |
| Hoi Tung (Shenzhen) Company Limited | Controlled by the same ultimate controlling shareholder |
| South China Sinotrans Supply Chain Management Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| EuroAsia Dockyard Enterprise and Development Limited | Controlled by the same ultimate controlling shareholder |
| Qingdao Bonded Logistics Park Sinotrans Warehousing Logistics Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Qingdao Sinotrans Supply Chain Management Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Penavico Shenzhen Warehousing Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Shenzhen Nanyou (Holdings) Ltd. | Controlled by the same ultimate controlling shareholder |
| Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. | Controlled by the same ultimate controlling shareholder |
| Shenzhen Qianhai Shekou Free Trade Investment Development Co. Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants International Shipping Agency (Shenzhen) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Real Estate (Shenzhen) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Real Estate Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Shenzhen Merchants to Home Technology Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Shenzhen Ro-Ro Shipping Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Property Management (Shenzhen) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Marine Shipping Agency Shenzhen Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Yiu Lian Dockyards (Shekou) Limited | Controlled by the same ultimate controlling shareholder |
| Yiu Lian Dockyards Limited | Controlled by the same ultimate controlling shareholder |
| China Merchants International Cold Chain (Shenzhen) Company Limited | Controlled by the same ultimate controlling shareholder |
| China Merchants Group Finance Company Limited | Controlled by the same ultimate controlling shareholder |
| China Merchants Port Investment Development Company Limited | Controlled by the same ultimate controlling shareholder |
| China Merchants Finance Lease (Shanghai) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Finance Lease (Tianjin) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Shekou Industrial Zone Holdings Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchant Food (China) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Tongshang Finance Lease Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Logistics Group Qingdao Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Zhangzhou Development Zone Power Supply Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Securities Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Traffic Import and Export Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Sinotrans Changhang Group Limited | Controlled by the same ultimate controlling shareholder |
| China Merchants Your Cellar (Shenzhen) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Shenzhen Dehan Investment Development Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Marine Shipping Agency Guangdong Co., Ltd. | Controlled by the same ultimate controlling shareholder |
Note: Zheng Shaoping resigned as the deputy general manager of the Company on 6 August
2021 and became the chairman of Antong Holdings within 12 months of his departure.Therefore, the related party relationship between the Group and Antong Holdings lastedfrom 22 October 2020 to 6 August 2022.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of other related parties
| Name of other related parties | Relationship with the Company |
| China Merchants Healthcare (Qichun) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Ocean Shipping Tally Shenzhen Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Sinotrans Central China Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Sinotrans (HK) Shipping Limited | Controlled by the same ultimate controlling shareholder |
| Sinoway Shipping Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants (Liaoning) Port Development Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Heavy Industry (Jiangsu) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Sinotrans Shantou Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Apartment Development (Shenzhen) Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants-Logistics Shenzhen Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Zhangzhou Development Zone Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Ocean Shipping Agency Shenzhen Co. Ltd. | Controlled by the same ultimate controlling shareholder |
| China Marine Shipping Agency Ningbo Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Sinotrans Container Lines (Hong Kong) Company Limited | Controlled by the same ultimate controlling shareholder |
| Sinotrans Container Lines Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Yingkou Port Group Co., Ltd. ("Yingkou Port Group") and its subsidiaries | Controlled by the same ultimate controlling shareholder |
| Panjin Port Group Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Broadford (Shenzhen) Port Development Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Liaoning Port Group Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Liaoning Electronic Port Co., Ltd | Controlled by the same ultimate controlling shareholder |
| China Yangtze River Shipping Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| China Merchants Gangrong Big Data Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Dalian Port Construction Supervision Consulting Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Dalian Port Group Corporation Limited | Controlled by the same ultimate controlling shareholder |
| Dalian Container Terminal Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Shenzhen Municipal Public Security Bureau Shekou Police Substation | Controlled by the same ultimate controlling shareholder |
| Shenzhen West Port Security Service Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Sinotrans South China Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Dalian Port Container | Controlled by the same ultimate controlling shareholder |
| Jifa Logistics | Controlled by the same ultimate controlling shareholder |
| Dalian Port Communications Engineering Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Dalian Jifa South Coast International Logistics Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Dalian Jifa Port Logistics Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| CHINA MERCHANTS SHIPPING AND ENTERPRISES COMPANY LIMITED | Controlled by the same ultimate controlling shareholder |
| Ningbo Transocean International Forwarding Agency Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Qingdao Sinotrans Mining Technology Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Dalian Bonded Zone Yongdexin Real Estate Development & Construction Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Yingkou Xingang Kuangshi Terminals Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Dandong Port Group Co., Ltd. | Controlled by the same ultimate controlling shareholder |
| Datong Securities Co., Ltd | Significantly influenced by the ultimate controlling shareholder |
| Dalian Automobile Terminal Co., Ltd | Significantly influenced by the ultimate controlling shareholder |
| Dalian Port Design Research Institute Co., Ltd. | Significantly influenced by the ultimate controlling shareholder |
| Khor Ambado FZCo | Significantly influenced by the ultimate controlling shareholder |
| Djibouti International Hotel Company | Significantly influenced by the ultimate controlling shareholder |
| China Merchants Bank Co., Ltd. | Significantly influenced by the ultimate controlling shareholder |
| China Merchants (Shenzhen) Power Supply Co., Ltd. | Significantly influenced by the ultimate controlling shareholder |
| Shenzhen Wanhai Building Management Co., Ltd. | Significantly influenced by the ultimate controlling shareholder |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions
(1) Rendering and receipt of services
CHINA MERCHANTS PORT GROUP CO., LTD.
Related party
| Related party | Content of transaction | Pricing method and decision procedures of related transactions | 2022 | 2021 |
| Receipt of services: | ||||
| Shenzhen Bay Electricity Industry Co., Ltd. | Service expense | Negotiation | 55,476,519.62 | 52,118,359.34 |
| China Merchants Finance Lease (Shanghai) Co., Ltd. | Service expense | Negotiation | 21,363,353.64 | - |
| Nanshan Group and its subsidiaries | Service expense | Negotiation | 20,553,330.63 | 12,899,160.06 |
| Hoi Tung (Shanghai) Company Limited | Service expense | Negotiation | 19,923,373.82 | 9,908,555.07 |
| Qingdao Qianwan West Port United Wharf Co., Ltd. | Service expense | Negotiation | 18,229,532.95 | 17,429,281.52 |
| Shenzhen Merchants Electricity Supply Co., ltd | Service expense | Negotiation | 17,893,208.32 | 16,896,892.16 |
| COSCO Logistics (Zhanjiang) Co., Ltd. | Service expense | Negotiation | 16,324,326.06 | 13,741,598.64 |
| Ningbo Zhoushan | Service expense | Negotiation | 14,417,120.66 | 14,902,071.93 |
| Shenzhen West Port Security Service Co., Ltd. | Service expense | Negotiation | 11,952,754.94 | 8,628,090.47 |
| Yiu Lian Dockyards Limited | Service expense | Negotiation | 8,489,653.19 | 8,484,365.83 |
| China Merchants Property Management (Shenzhen) Co., Ltd. | Service expense | Negotiation | 7,959,601.92 | 11,411,320.65 |
| Shenzhen Nanyou (Holdings) Ltd. | Service expense | Negotiation | 5,764,441.32 | - |
| China Merchants Port Investment Development Company Limited | Service expense | Negotiation | 5,571,699.92 | 2,511,488.39 |
| China Merchants Zhangzhou Development Zone Power Supply Co., Ltd. | Service expense | Negotiation | 5,562,706.02 | 5,148,081.30 |
| China Merchants Securities Co., Ltd. | Service expense | Negotiation | 5,547,169.80 | - |
| Sinoway Shipping Ltd. | Service expense | Negotiation | 4,886,700.00 | - |
| China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. | Service expense | Negotiation | 3,896,620.63 | 6,963,663.53 |
| Liaoning Port and its subsidiaries | Service expense | Negotiation | 3,612,247.90 | 1,453,666.27 |
| Yingkou Port Group and its subsidiaries | Service expense | Negotiation | 2,838,787.56 | 3,655,450.63 |
| China Marine Shipping Agency Guangdong Co., Ltd. | Service expense | Negotiation | 2,619,862.38 | 5,128,165.14 |
| China Merchant Food (China) Co., Ltd. | Service expense | Negotiation | 2,534,006.83 | 2,010,522.22 |
| China Marine Shipping Agency Shenzhen Co., Ltd. | Service expense | Negotiation | 2,486,175.66 | 2,886,771.98 |
| Djibouti International Hotel Company | Service expense | Negotiation | 2,344,919.84 | - |
| Shenzhen Merchants to Home Technology Co. | Service expense | Negotiation | 2,270,488.10 | 2,529,286.74 |
| China Ocean Shipping Tally Shenzhen Co., Ltd. | Service expense | Negotiation | 2,086,506.13 | 2,367,078.52 |
| Khor Ambado FZCo | Service expense | Negotiation | 1,765,467.27 | - |
| China Merchants Healthcare (Qichun) Co., Ltd. | Service expense | Negotiation | 1,188,397.44 | 874,591.30 |
| Shenzhen Municipal Public Security Bureau Shekou Police | Service expense | Negotiation | - | 13,215,162.92 |
| Shenzhen Qianhai Shekou Free Trade Investment Development Co. Ltd. | Service expense | Negotiation | - | 3,246,406.82 |
| Qingdao Wutong Century Supply Chain Co., Ltd. | Service expense | Negotiation | - | 1,412,347.77 |
| China Merchants Logistics Group Qingdao Co., Ltd. | Service expense | Negotiation | - | 278,746.88 |
| China Merchants Your Cellar (Shenzhen) Co., Ltd. | Service expense | Negotiation | - | 145,501.77 |
| Other related parties | Service expense | Negotiation | 6,780,732.36 | 5,426,539.23 |
| China Merchants Bank Co., Ltd. | Purchase of structured deposits | Negotiation | 900,061,111.11 | 901,314,575.34 |
| China Merchants Group Finance Company Limited | Interest expense | Negotiation | 74,066,413.54 | 57,267,460.41 |
| China Merchants Bank Co., Ltd. | Interest expense | Negotiation | 8,970,399.98 | 7,309,189.97 |
| China Merchants Finance Lease (Tianjin) Co., Ltd. | Interest expense | Negotiation | 724,437.17 | - |
| China Merchants Tongshang Finance Lease Co., Ltd. | Property utilities | Negotiation | 4,089,619.16 | - |
| Other related parties | Property utilities | Negotiation | - | 1,527,482.73 |
| Total | 1,262,251,685.87 | 1,193,091,875.53 | ||
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(1) Rendering and receipt of services - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Related party
| Related party | Content of transaction | Pricing method and decision procedures of related transactions | 2022 | 2021 |
| Rendering of services: | ||||
| COSCO Logistics (Zhanjiang) Co., Ltd. | Service income | Negotiation | 203,783,472.45 | 172,689,315.75 |
| Liaoning Port and its subsidiaries | Service income | Negotiation | 165,608,963.82 | 84,665,638.27 |
| Antong Holdings and its subordinate companies | Service income | Negotiation | 124,308,389.86 | 149,257,485.43 |
| Qingdao Qianwan United Container Terminal Co., Ltd. | Service income | Negotiation | 61,896,678.04 | 57,107,934.04 |
| China Ocean Shipping Agency (Zhanjiang) Co., Ltd | Service income | Negotiation | 59,100,409.00 | 58,774,852.27 |
| China Marine Shipping Agency Guangdong Co., Ltd. | Service income | Negotiation | 57,816,828.74 | 78,136,291.87 |
| Yingkou Port Group and its subsidiaries | Service income | Negotiation | 41,932,643.50 | 59,158,823.90 |
| China Merchants International Shipping Agency (Shenzhen) Co., Ltd. | Service income | Negotiation | 29,854,035.10 | 19,931,387.34 |
| Sinoway Shipping Ltd. | Service income | Negotiation | 22,315,438.97 | 2,275,910.33 |
| Liaoning Port Group Co., Ltd. | Service income | Negotiation | 19,746,474.90 | 30,230,480.12 |
| Yiu Lian Dockyards (Shekou) Limited | Service income | Negotiation | 15,088,720.57 | 15,861,643.81 |
| Sinotrans Central China Co., Ltd. | Service income | Negotiation | 9,600,255.49 | 2,557.32 |
| CM Port Chuangrong (Shenzhen) Technology Co., Ltd. | Service income | Negotiation | 8,665,860.83 | 5,060,041.98 |
| Sinotrans Container Lines Co., Ltd. | Service income | Negotiation | 7,891,652.35 | 9,659,043.11 |
| South China Sinotrans Supply Chain Management Co., Ltd. | Service income | Negotiation | 5,745,399.44 | 3,315,529.59 |
| Shenzhen Baohong Technology Co., Ltd. | Service income | Negotiation | 5,562,857.25 | 12,375,371.81 |
| Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. | Service income | Negotiation | 5,354,930.31 | 8,201,186.45 |
| China Ocean Shipping Agency Shenzhen Co. Ltd. | Service income | Negotiation | 4,966,841.25 | 6,742,585.37 |
| China Marine Shipping Agency Shenzhen Co., Ltd. | Service income | Negotiation | 4,955,801.22 | 6,065,850.59 |
| China Yangtze River Shipping Co., Ltd. | Service income | Negotiation | 4,864,882.39 | 4,015,942.03 |
| Qingdao Bonded Logistics Park Sinotrans Warehousing Logistics Co., Ltd. | Service income | Negotiation | 4,633,215.32 | 2,060,322.30 |
| Qingdao Qianwan West Port United Wharf Co., Ltd. | Service income | Negotiation | 4,335,903.64 | 3,556,894.16 |
| China Merchants International Cold Chain (Shenzhen) Company Limited | Service income | Negotiation | 4,050,145.80 | - |
| Sinotrans Container Lines (Hong Kong) Company Limited | Service income | Negotiation | 3,545,752.04 | 2,618,545.62 |
| Qingdao Qianwan New United Container Terminal Co., Ltd. | Service income | Negotiation | 3,174,751.23 | 2,727,630.47 |
| Sinotrans & CSC Holdings Co., Ltd. | Service income | Negotiation | 2,971,698.12 | 1,349,056.61 |
| SIPG | Service income | Negotiation | 2,633,413.21 | 1,430,583.02 |
| Shantou Zhonglian Tally Co., Ltd | Service income | Negotiation | 2,509,658.22 | 2,688,839.07 |
| Yantai Port Group Laizhou Port Co., Ltd. | Service income | Negotiation | 2,075,471.68 | 2,043,962.25 |
| China Merchants Port Investment Development Company Limited | Service income | Negotiation | 1,907,632.07 | 6,100,924.53 |
| China Merchants Heavy Industry (Jiangsu) Co., Ltd. | Service income | Negotiation | 1,814,935.95 | 2,788,745.68 |
| Nanshan Group and its subsidiaries | Service income | Negotiation | 1,707,871.21 | 1,147,657.18 |
| Merchants Port City | Service income | Negotiation | 1,672,423.95 | 1,591,345.21 |
| Sinotrans Shantou Co., Ltd. | Service income | Negotiation | 1,610,585.09 | 1,411,180.98 |
| Tianjin Port Container Terminal Co., Ltd. | Service income | Negotiation | 1,475,548.18 | 722,817.00 |
| CHINA MERCHANTS SHIPPING AND ENTERPRISES COMPANY LIMITED | Service income | Negotiation | 1,204,104.79 | 459,445.09 |
| Ningbo Transocean International Forwarding Agency Co., Ltd. | Service income | Negotiation | 1,179,815.94 | - |
| Investment Fund | Service income | Negotiation | 1,142,414.06 | 821,804.81 |
| Shantou International Container Terminals Limited | Service income | Negotiation | 1,068,566.79 | 2,830,152.56 |
| Dalian Port Construction Supervision Consulting Co., Ltd. | Service income | Negotiation | 1,060,945.09 | 1,561,447.66 |
| Dalian Automobile Terminal Co., Ltd. | Service income | Negotiation | 968,960.44 | 2,162,744.31 |
| Dalian Port Group Co., Ltd. | Service income | Negotiation | 890,607.59 | 1,471,595.43 |
| China Merchants Shekou Industrial Zone Holdings Co., Ltd. | Service income | Negotiation | 867,155.09 | 2,379,478.59 |
| China Merchants Gangrong Big Data Co., Ltd. | Service income | Negotiation | 833,383.69 | 3,839,970.76 |
| Shenzhen Dehan Investment Development Co., Ltd. | Service income | Negotiation | 760,365.57 | 1,106,438.68 |
| Datong Securities Co., Ltd. | Service income | Negotiation | 752,654.88 | 1,464,247.85 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(1) Rendering and receipt of services - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Related party
| Related party | Content of transaction | Pricing method and decision procedures of related transactions | 2022 | 2021 |
| Rendering of service: | ||||
| China Marine Shipping Agency Guangdong Co., Ltd. | Service income | Negotiation | 681,455.19 | 1,234,211.32 |
| Liaoning Electronic Port Co., Ltd. | Service income | Negotiation | 613,207.55 | 1,007,547.18 |
| Guizhou East Land Port Operation Co., Ltd. | Service income | Negotiation | 592,407.92 | 2,379,122.83 |
| Dalian Port Design Research Institute Co., Ltd. | Service income | Negotiation | 197,369.99 | 1,217,915.13 |
| Penavico Shenzhen Warehousing Co., Ltd. | Service income | Negotiation | 160,663.44 | 206,068.60 |
| China Merchants-Logistics Shenzhen Co., Ltd. | Service income | Negotiation | 107,700.00 | 364,878.63 |
| Broadford (Shenzhen) Port Development Co., Ltd. | Service income | Negotiation | - | 233,023,495.03 |
| China Marine Shipping Agency Ningbo Co., Ltd. | Service income | Negotiation | - | 127,750,175.04 |
| China Merchants International Cold Chain (Shenzhen) Company Limited | Service income | Negotiation | - | 6,932,874.90 |
| Sinotrans (HK) Shipping Limited | Service income | Negotiation | - | 1,270,858.60 |
| Guizhou Qiandongnan Continental Land Port Operation Co., Ltd. | Service income | Negotiation | - | 975,890.37 |
| China Merchants (Liaoning) Port Development Co., Ltd. | Service income | Negotiation | - | 943,396.22 |
| Zhangzhou COSCO Shipping Agency Co., Ltd. | Service income | Negotiation | - | 820,987.04 |
| Doraleh Multi-purpose Port | Service income | Negotiation | - | 585,604.28 |
| International Djibouti Industrial Parks Operation FZCO | Service income | Negotiation | - | 502,024.39 |
| Other related parties | Service income | Negotiation | 26,887,970.55 | 13,882,596.99 |
| Terminal Link SAS | Interest income | Negotiation | 169,844,015.81 | 165,180,415.51 |
| Port of Newcastle and its subsidiaries | Interest income | Negotiation | 17,721,583.77 | 76,683,050.81 |
| China Merchants Group Finance Company Limited | Interest income | Negotiation | 25,519,980.42 | 24,994,228.38 |
| Tianjin Haitian Bonded Logistics Co., Ltd. | Interest income | Negotiation | 1,558,375.91 | 1,558,375.91 |
| China Merchants Bank Co., Ltd. | Interest income | Negotiation | 105,426,962.23 | 32,931,572.09 |
| Merchants Port City | Interest income | Negotiation | - | 1,957,067.27 |
| Total | 1,259,220,207.90 | 1,530,266,057.72 | ||
(2) Leases with related parties
The Group as the lessor:
| Name of the lessee | Type of leased assets | Pricing method and decision procedures of related transactions | Lease income recognized in the current year | Lease income recognized in the prior year |
| Qingdao Qianwan West Port United Wharf Co., Ltd. | Buildings and structures | Negotiation | 10,222,395.86 | 9,711,263.00 |
| China Merchants Real Estate (Shenzhen) Co., Ltd. | Buildings and structures | Negotiation | 7,152,157.00 | - |
| Qingdao Bonded Logistics Park Sinotrans Warehousing Logistics Co., Ltd. | Port and terminal facilities | Negotiation | 6,876,165.97 | 5,533,737.88 |
| China Merchant Food (China) Co., Ltd. | Buildings and structures | Negotiation | 5,683,461.66 | 5,414,148.96 |
| China Traffic Import and Export Co., Ltd. | Buildings and structures | Negotiation | 5,473,072.56 | 5,212,396.32 |
| Nanshan Group and its subsidiaries | Buildings and structures | Negotiation | 5,065,342.55 | 2,478,760.43 |
| Qingdao Sinotrans Mining Technology Co., Ltd | Buildings and structures | Negotiation | 4,750,557.12 | - |
| Qingdao Sinotrans Supply Chain Management Co., Ltd. | Buildings and structures | Negotiation | 3,558,552.62 | 3,926,471.23 |
| Qingdao Qianwan United Container Terminal Co., Ltd. | Buildings and structures | Negotiation | 3,037,651.81 | 2,407,032.41 |
| China Merchants Securities Co., Ltd. | Buildings and structures | Negotiation | 2,567,514.78 | 2,265,123.10 |
| Yiu Lian Dockyards (Shekou) Limited | Buildings and structures | Negotiation | 2,195,466.64 | 3,008,337.95 |
| Qingdao Wutong Century Supply Chain Co., Ltd. | Buildings and structures | Negotiation | 2,119,296.03 | 619,965.10 |
| Sinotrans South China Co., Ltd. | Buildings and structures | Negotiation | 564,605.52 | 1,897,332.07 |
| Other related parties | Buildings and structures, land use rights | Negotiation | 6,856,178.26 | 7,650,774.22 |
| Total | 66,122,418.38 | 50,125,342.67 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(2) Leases with related parties - continued
The Group as the lessee:
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of the lessor
| Name of the lessor | Type of leased assets | Rental (year) | Lease term (disclose the period covered by contract) | Other significant lease terms |
| Nanshan Group and its subsidiaries | Buildings and structures | 64,589,226.16 | 2019.01.01-2024.12.31 | N/A |
| China Merchants Finance Lease (Shanghai) Co., Ltd. | Port and terminal facilities | 58,302,270.50 | 2018.03.19-2024.03.26 | N/A |
| China Merchants Finance Lease (Shanghai) Co., Ltd. | Machinery and equipment, port and terminal facilities | 57,849,868.06 | 2018.11.30-2024.11.30 | N/A |
| China Merchants Tongshang Finance Lease Co., Ltd. | Machinery and equipment | 46,381,918.54 | 2017.10.31-2023.10.27 | N/A |
| China Merchants Finance Lease (Tianjin) Co., Ltd. | Port and terminal facilities | 35,733,649.64 | 2018.03.19-2024.03.26 | N/A |
| China Merchants Shekou Industrial Zone Holdings Co., Ltd. | Port and terminal facilities | 30,584,055.34 | 2022.01.01-2023.12.31 | N/A |
| China Merchants Tongshang Finance Lease Co., Ltd. | Machinery and equipment | 17,717,147.04 | 2016.12.26-2022.11.15 | N/A |
| EuroAsia Dockyard Enterprise and Development Limited | Port and terminal facilities | 14,696,367.93 | 2022.01.01-2022.12.31 | N/A |
| China Merchants Shekou Industrial Zone Holdings Co., Ltd. | Others | 6,115,067.28 | 2022.01.01-2024.12.31 | N/A |
| Shenzhen Qianhai Shekou Free Trade Investment Development Co. Ltd. | Buildings and structures | 4,206,780.00 | 2022.01.01-2022.12.31 | N/A |
| Shenzhen Qianhai Shekou Free Trade Investment Development Co. Ltd. | Others | 3,968,660.38 | 2022.01.15-2022.07.31 | N/A |
| China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. | Buildings and structures | 3,889,563.40 | 2021.01.01-2022.12.31 | N/A |
| Nanshan Group and its subsidiaries | Others | 3,795,785.53 | 2022.01.01-2024.12.31 | N/A |
| China Merchants Finance Lease (Tianjin) Co., Ltd. | Port and terminal facilities | 3,105,625.00 | 2022.06.16-2025.06.16 | With progressively increasing and decreasing rent |
| Nanshan Group and its subsidiaries | Buildings and structures | 3,083,925.40 | 2022.01.01-2022.12.31 | N/A |
| Shenzhen Nanyou (Holdings) Ltd. | Others | 1,995,553.15 | 2022.01.01-2022.12.31 | N/A |
| China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. | Buildings and structures | 1,342,488.00 | 2021.01.01-2022.12.31 | With progressively increasing rent |
| China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. | Buildings and structures | 1,241,376.00 | 2022.01.01-2022.12.31 | N/A |
| Nanshan Group and its subsidiaries | Buildings and structures | 1,200,466.97 | 2022.01.01-2022.09.30 | N/A |
| Shenzhen Wanhai Building Management Co., Ltd. | Buildings and structures | 1,202,209.02 | 2021.06.15-2024.06.14 | With progressively increasing rent |
| China Merchants International Cold Chain (Shenzhen) Company Limited | Port and terminal facilities | 1,032,762.89 | 2021.05.01-2024.04.30 | N/A |
| China Merchants International Cold Chain (Shenzhen) Company Limited | Buildings and structures | 861,000.00 | 2022.03.22-2023.02.28 | N/A |
| China Merchants International Cold Chain (Shenzhen) Company Limited | Buildings and structures | 840,000.00 | 2021.03.01-2022.02.28 | N/A |
| Qingdao Qianwan United Container Terminal Co., Ltd. | Buildings and structures | 662,285.71 | 2022.05.01-2023.12.31 | N/A |
| Dalian Free Trade Zone Yongdexin Real Estate Development and Construction Co., Ltd. | Buildings and structures | 408,741.23 | 2023.01.01-2023.12.31 | N/A |
| China Nanshan Development (Group) Co., Ltd. | Buildings and structures | 319,869.42 | 2019.01.01-2023.12.31 | Attached with renewal option |
| China Nanshan Development (Group) Co., Ltd. | Others | 230,502.86 | 2021.01.01-2023.12.31 | N/A |
| China Merchants Apartment Development China Merchants Apartment Development | Buildings and structures | 142,674.30 | 2022.01.01-2022.12.31 | N/A |
| Nanshan Group and its subsidiaries | Buildings and structures | 118,800.00 | 2019.01.01-2023.12.31 | N/A |
| Nanshan Group and its subsidiaries | Port and terminal facilities | 108,078.38 | 2019.01.01-2024.12.31 | Attached with renewal option |
| Dalian Port Group Corporation Limited | Buildings and structures | 80,000.00 | 2022.01.01-2022.12.31 | N/A |
| Nanshan Group and its subsidiaries | Buildings and structures | 53,931.60 | 2022.09.01-2023.08.31 | N/A |
| Dalian Port Communications Engineering Co., Ltd. | Buildings and structures | 50,000.00 | 2022.01.01-2022.12.31 | N/A |
| China Merchants International Cold Chain (Shenzhen) Company Limited | Buildings and structures | 48,604.84 | 2022.03.01-2022.03.21 | N/A |
| Nanshan Group and its subsidiaries | Others | 11,592.00 | 2021.07.01-2022.06.30 | N/A |
| Total | 365,970,846.57 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(3) Related party guarantees
The Group as the guarantor
CHINA MERCHANTS PORT GROUP CO., LTD.
Secured party
| Secured party | Credit line | Guaranteed amount | Commencement date | Maturity | The guarantee has been completed or not |
| 2022 | |||||
| Terminal Link SAS (Note 1) | 66,490,102.62 | 66,490,102.62 | 1 June 2013 | 2033 | No |
| Khor Ambado FZCo (Note 2) | 200,580,480.00 | 120,182,425.59 | 24 May 2019 | 2032 | No |
| Total | 267,070,582.62 | 186,672,528.21 | |||
| 2021 | |||||
| Terminal Link SAS (Note 1) | 65,122,443.30 | 65,122,443.30 | 1 June 2013 | 2033 | No |
| Khor Ambado FZCo (Note 2) | 253,381,120.00 | 110,394,672.56 | 24 May 2019 | 2032 | No |
| Total | 318,503,563.30 | 175,517,115.86 | |||
Note 1: CMA CGM S.A. is another shareholder of Terminal Link SAS, an associate of the
Group. The Group has made a commitment to CMA CGM S.A. that the Group willprovide guarantee for its bank loans and other liabilities to Terminal Link SAS to theextent of the Group's 49% ownership interest in the company. The actual guaranteedamount is RMB 66,490,102.62 as at 31 December 2022. If any guarantee liability occurs,the Group will compensate CMA CGM S.A.
Note 2: Khor Ambado FZCo is a related party of the Group's ultimate controlling shareholder.
The Group provides guarantee for its bank loans and other liabilities, the actual amount ofwhich as at 31 December 2022 is RMB 120,182,425.59.
(4) Borrowings and loans with related parties
| Related party | Amount | Commencement date | Maturity date | Description |
| 2022 | ||||
| Borrowings | ||||
| China Merchants Group Finance Company Limited | 604,990,472.82 | Actual borrowing date | Agreed repayment date | Short-term borrowings |
| China Merchants Bank Co., Ltd. | 140,139,852.77 | Actual borrowing date | Agreed repayment date | Long-term borrowings |
| China Merchants Group Finance Company Limited | 31,618,224.87 | Actual borrowing date | Agreed repayment date | Long-term borrowings |
| China Merchants Bank Co., Ltd. | 15,015,583.33 | Actual borrowing date | Agreed repayment date | Short-term borrowings |
| Total | 791,764,133.79 | |||
(5) Asset transfer from related parties
| Related party | Content of transaction | Pricing method and decision procedures of related transactions | 2022 | 2021 |
| Hoi Tung (Shanghai) Company Limited | Fixed assets | Negotiation | 8,831,858.42 | 4,115,044.26 |
| Hoi Tung (Shanghai) Company Limited | Construction in progress | Negotiation | 4,853,097.34 | - |
| Broadford (Shenzhen) Port Development Co., Ltd. | Equity investment | Valuation | - | 384,000,000.00 |
| Hoi Tung (Shenzhen) Company Limited | Machinery and equipment | Market price | - | 1,345,132.74 |
| Other related parties | Construction in progress | Negotiation | - | 485,704.85 |
| Total | 13,684,955.76 | 389,945,881.85 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(6) Compensation for key management personnel
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 2022 | 2021 |
| Compensation for key management personnel | 20,313,774.52 | 14,796,861.98 |
6. Amounts due from/to related parties
(1) Amounts due from related parties
| Item | Related party | 31/12/2022 | 31/12/2021 |
| Cash and bank balances | China Merchants Bank Co., Ltd. | 3,387,973,124.59 | 2,563,011,212.30 |
| China Merchants Group Finance Company Limited | 1,841,698,554.32 | 2,178,303,655.54 | |
| Total | 5,229,671,678.91 | 4,741,314,867.84 | |
| Held-for-trading financial assets | China Merchants Bank Co., Ltd. | 900,061,111.11 | 901,314,575.34 |
| Accounts receivable | Ningbo Zhoushan and its subsidiaries | 20,289,988.06 | - |
| China Marine Shipping Agency Guangdong Co., Ltd. | 17,505,768.03 | 1,970,902.79 | |
| Antong Holdings and its subordinate companies | 8,395,245.04 | 13,014,575.59 | |
| SINOWAY SHIPPING LIMITED | 4,564,389.71 | 512,749.94 | |
| COSCO Logistics (Zhanjiang) Co., Ltd. | 4,045,734.88 | 5,211,554.51 | |
| Qingdao Qianwan West Port United Wharf Co., Ltd. | 3,749,064.99 | 2,315,131.88 | |
| Liaoning Port Co., Ltd. | 3,680,900.00 | 1,414,964.00 | |
| Yiu Lian Dockyards (Shekou) Limited | 3,554,521.60 | 4,414,431.20 | |
| Khor Ambado FZCo | 3,108,610.49 | 2,842,053.59 | |
| Dalian Jifa Port Logistics Co., Ltd. | 2,220,941.63 | 337,180.00 | |
| Great Horn Development Company FZCo | 2,157,859.50 | 2,606,831.64 | |
| Dalian Container Terminal Co., Ltd. | 1,957,840.00 | 330,000.60 | |
| Dalian Jifa South Coast International Logistics Co., Ltd. | 1,839,478.79 | 817,625.00 | |
| Liaoning Port Group Co., Ltd. | 1,821,581.00 | 733,681.00 | |
| Port de Djibouti S.A. | 1,770,749.55 | 1,618,911.45 | |
| Qingdao Qianwan United Container Terminal Co., Ltd. | 1,729,380.01 | 1,049,999.99 | |
| China Merchants International Shipping Agency (Shenzhen) Co., Ltd. | 1,530,505.68 | 1,341,323.72 | |
| Nanshan Group and its subsidiaries | 1,404,627.23 | - | |
| Sinotrans Container Lines Co., Ltd. | 1,287,851.75 | 1,436,388.75 | |
| China Ocean Shipping Agency Shenzhen Co., Ltd. | 758,113.05 | 1,418,539.82 | |
| South China Sinotrans Supply Chain Management Co., Ltd. | 659,854.40 | 475,477.60 | |
| Sinotrans (HK) Shipping Limited | 375,748.78 | 1,068,888.42 | |
| China Marine Shipping Agency Ningbo Co., Ltd. | 164,981.21 | 6,502,287.89 | |
| Yingkou Port Group and its subsidiaries | 160,491.00 | 3,333,618.62 | |
| Panjin Port Group | - | 1,467,000.00 | |
| China Merchants International Cold Chain (Shenzhen) Company Limited | - | 1,215,660.73 | |
| Guizhou East Land Port Operation Co., Ltd. | - | 89,177.60 | |
| Other related parties | 13,549,055.64 | 8,951,295.22 | |
| Total | 102,283,282.02 | 66,490,251.55 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(1) Amounts due from related parties - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Related party | 31/12/2022 | 31/12/2021 |
| Dividends receivable | Nanshan Group | 240,591,000.00 | 185,070,000.00 |
| Tin-Can Island Container Terminal Ltd | 65,121,449.40 | 19,076,909.00 | |
| Qingdao Qianwan United Container Terminal Co., Ltd. | 50,000,000.00 | - | |
| Merchants Port City | 41,847,044.77 | 41,847,044.77 | |
| COSCO Logistics (Zhanjiang) Co., Ltd. | 18,449,001.16 | 18,403,959.77 | |
| Other related parties | 232,047.23 | 277,072.09 | |
| Total | 416,240,542.56 | 264,674,985.63 | |
| Other receivables | Chu Kong River Trade Terminal Co., Ltd. | 36,053,588.00 | 32,953,940.00 |
| Port de Djibouti S.A. | 24,808,664.70 | 22,681,372.48 | |
| Shenzhen Nanyou (Holdings) Ltd. | 6,725,260.86 | 110,902.00 | |
| Shenzhen Qianhai Shekou Free Trade Investment Development Co., Ltd. | 6,310,000.00 | 6,000,000.00 | |
| Zhoushan Blue Ocean Investment Co., Ltd. | 4,996,989.39 | 4,996,989.39 | |
| China Merchants Shenzhen Ro-Ro Shipping Co., Ltd. | 2,899,163.95 | 2,899,163.95 | |
| EuroAsia Dockyard Enterprise and Development Limited | 1,510,055.76 | 1,380,231.20 | |
| China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. | 1,132,846.40 | 1,132,846.40 | |
| Nanshan Group and its subsidiaries | 1,009,839.70 | 129,239.70 | |
| China Merchants Port Investment Development Company Limited | - | 5,000,000.00 | |
| Zhanjiang Infrastructure Construction Investment Group Co., Ltd. | - | 4,907,365.06 | |
| COSCO Logistics (Zhanjiang) Co., Ltd. | - | 2,190,539.40 | |
| Other related parties | 3,550,453.73 | 6,477,504.63 | |
| Total | 88,996,862.49 | 90,860,094.21 | |
| Prepayments | Nanshan Group and its subsidiaries | 9,000.00 | - |
| Other related parties | 6,351.75 | - | |
| Total | 15,351.75 | - | |
| Non-current assets due within one year | Port of Newcastle and its subsidiaries | 852,919,208.25 | 60,029,243.30 |
| Terminal Link SAS | 46,409,214.10 | 42,429,677.59 | |
| China Merchants Finance Lease (Tianjin) Co., Ltd. | 3,800,000.00 | - | |
| Total | 903,128,422.35 | 102,458,920.89 | |
| Long-term receivables | Terminal Link SAS | 2,931,108,250.96 | 2,679,769,106.42 |
| Tianjin Haitian Bonded Logistics Co., Ltd. | 34,300,000.00 | 34,300,000.00 | |
| China Merchants Finance Lease (Shanghai) Co., Ltd. | 6,200,000.00 | - | |
| China Merchants Finance Lease (Tianjin) Co., Ltd. | 659,515.88 | 10,000,000.00 | |
| Port of Newcastle and its subsidiaries | - | 750,086,910.62 | |
| Total | 2,972,267,766.84 | 3,474,156,017.04 | |
| Other non-current assets | China Traffic Import and Export Co., Ltd. | - | 20,854,077.98 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 162 -
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(2) Amounts due to related parties
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Related party | 31/12/2022 | 31/12/2021 |
| Short-term borrowings | China Merchants Group Finance Company Limited | 413,453,629.50 | 3,393,366,381.96 |
| China Merchants Bank Co., Ltd. | 15,015,583.33 | - | |
| Total | 428,469,212.83 | 3,393,366,381.96 | |
| Other current liabilities | China Merchants Group Finance Company Limited | 10,056,575.34 | 10,012,082.19 |
| Accounts payable | Antong Holdings and its subordinate companies | 16,948,161.45 | - |
| Ningbo Zhoushan and its subsidiaries | 16,725,206.29 | 1,159,307.43 | |
| Qingdao Qianwan West Port United Wharf Co., Ltd. | 8,007,474.16 | 6,742,200.79 | |
| Shenzhen Bay Electricity Industry Co., Ltd. | 4,920,501.06 | 4,987,709.79 | |
| SINOWAY SHIPPING LIMITED | 4,886,700.00 | - | |
| Nanshan Group and its subsidiaries | 4,259,215.79 | 3,154,427.56 | |
| EuroAsia Dockyard Enterprise and Development Limited | 2,363,408.70 | 3,142,704.91 | |
| China Merchants Port Investment Development Company Limited | 1,203,536.99 | 37,539.37 | |
| Yiu Lian Dockyards Limited | 792,077.94 | 2,651,200.00 | |
| China Marine Shipping Agency Shenzhen Co., Ltd. | 248,149.17 | 633,810.99 | |
| Other related parties | 4,212,603.81 | 3,064,781.40 | |
| Total | 64,567,035.36 | 25,573,682.24 | |
| Receipts in advance | Qingdao Wutong Century Supply Chain Co., Ltd. | 196,301.30 | - |
| Other related parties | 160,600.00 | 53,057.84 | |
| Total | 356,901.30 | 53,057.84 | |
| Contract liabilities | Dalian Container Terminal Co., Ltd. | 9,679,785.44 | 3,573,179.78 |
| Dandong Port Group Co., Ltd. | 3,842,709.07 | - | |
| Qingdao Qianwan United Container Terminal Co., Ltd. | 1,556,753.55 | 1,050,000.00 | |
| Yingkou Xingang Kuangshi Terminals Co., Ltd. | 1,514,844.30 | - | |
| Antong Holdings and its subordinate companies | 1,468,616.91 | 1,994,209.18 | |
| COSCO Logistics (Zhanjiang) Co., Ltd. | 1,275,397.28 | - | |
| Qingdao Sinotrans Supply Chain Management Co., Ltd. | 368,484.60 | 1,578,302.00 | |
| Other related parties | 2,508,480.44 | 2,897,061.68 | |
| Total | 22,215,071.59 | 11,092,752.64 | |
| Dividends payable | Zhanjiang Infrastructure Construction Investment Group Co., Ltd. | 41,400,234.06 | - |
| China Merchants Zhangzhou Development Zone Co., Ltd. | 20,000,000.00 | 20,000,000.00 | |
| Dalian Port Container | 14,000,000.00 | 18,349,264.69 | |
| Sri Lanka Ports Authority | 10,446,900.00 | - | |
| Jifa Logistics | 3,000,000.00 | 4,945,967.80 | |
| Total | 88,847,134.06 | 43,295,232.49 | |
| Other payables | Lac Assal Investment Holding Company Limited | 47,359,371.46 | - |
| Antong Holdings and its subordinate companies | 12,730,734.37 | 8,077,252.00 | |
| China Merchants Real Estate (Shenzhen) Co., Ltd. | 10,079,369.00 | 10,079,369.00 | |
| China Merchants Shekou Industrial Zone Holdings Co., Ltd. | 6,420,820.68 | - | |
| China Merchants Port Investment Development Company Limited | 4,130,081.82 | 7,417,802.54 | |
| China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. | 3,750,000.03 | 7,839,816.47 | |
| China Merchants Real Estate Co., Ltd. | 3,263,853.86 | - | |
| Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. | 1,628,515.12 | 1,579,720.16 | |
| Zhanjiang Xiagang United Development Co., Ltd. | 1,439,753.57 | 1,433,473.84 | |
| China Merchant Food (China) Co., Ltd. | 1,069,017.00 | 1,069,017.00 | |
| Shenzhen Baohong Technology Co., Ltd. | 749,269.39 | - | |
| Port de Djibouti S.A. | - | 254,894,592.46 | |
| Terminal Link SAS | - | 3,910,337.39 | |
| Other related parties | 6,732,058.14 | 5,419,228.21 | |
| Total | 99,352,844.44 | 301,720,609.07 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 163 -
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(2) Amounts due to related parties - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Related party | 31/12/2022 | 31/12/2021 |
| Non-current liabilities due within one year | China Merchants Group Finance Company Limited | 110,838,087.45 | 27,106,533.22 |
| China Merchants Finance Lease (Shanghai) Co., Ltd. | 103,236,707.51 | 104,204,701.37 | |
| Nanshan Group and its subsidiaries | 65,165,836.97 | 56,174,150.92 | |
| China Merchants Tongshang Finance Lease Co., Ltd. | 45,115,824.42 | 60,639,407.07 | |
| China Merchants Shekou Industrial Zone Holdings Co., Ltd. | 37,012,422.69 | - | |
| China Merchants Finance Lease (Tianjin) Co., Ltd. | 32,339,542.44 | 32,788,124.97 | |
| EuroAsia Dockyard Enterprise and Development Limited | 14,255,883.08 | 13,030,256.95 | |
| China Merchants Bank Co., Ltd. | 11,362,639.43 | 4,227,333.34 | |
| Guangdong Shunkong City Investment Real Estate Co. Ltd. | 3,162,000.00 | - | |
| China Merchants International Cold Chain (Shenzhen) Company Limited | 1,050,270.17 | - | |
| China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. | - | 6,029,278.06 | |
| Other related parties | 1,962,815.09 | 961,513.13 | |
| Total | 425,502,029.25 | 305,161,299.03 | |
| Other non-current liabilities | Nanshan Group and its subsidiaries | - | 1,020,381.51 |
| Long-term borrowings | China Merchants Group Finance Company Limited | 445,490,692.58 | 543,744,022.45 |
| China Merchants Bank Co., Ltd. | 325,000,000.00 | 196,000,000.00 | |
| Total | 770,490,692.58 | 739,744,022.45 | |
| Lease liabilities | China Merchants Finance Lease (Shanghai) Co., Ltd. | 75,833,546.45 | 177,500,213.13 |
| Nanshan Group and its subsidiaries | 65,431,073.09 | 58,651,209.31 | |
| China Merchants Finance Lease (Tianjin) Co., Ltd. | 15,833,403.29 | 47,500,069.97 | |
| China Merchants Shekou Industrial Zone Holdings Co., Ltd. | 5,993,041.70 | - | |
| China Merchants International Cold Chain (Shenzhen) Company Limited | 253,362.41 | 1,353,404.41 | |
| China Merchants Tongshang Finance Lease Co., Ltd. | - | 44,730,575.22 | |
| Other related parties | 803,148.25 | 181,987.02 | |
| Total | 164,147,575.19 | 329,917,459.06 | |
| Long-term payables | China Merchants Finance Lease (Tianjin) Co., Ltd. | 41,052,268.30 | - |
(XIV) SHARE-BASED PAYMENTS
1. Overall share-based payments
| Total equity instruments granted by the Company in the year | None |
| Total equity instruments exercised by the Company in the year | None |
| Total equity instruments of the Company that became invalid in the year | 5,948,200 shares |
| Range of exercise prices and remaining contractual life of the Company's stock options outstanding at the end of the year | Exercise price: RMB 14.71 to RMB 16.69; The remaining contractual life: 49 months |
| Range of exercise prices and remaining contractual life of the Company's other equity instruments outstanding at the end of the year | None |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 164 -
(XIV) SHARE-BASED PAYMENTS - continued
2. Equity-settled share-based payments
CHINA MERCHANTS PORT GROUP CO., LTD.The method used to determine the fair value of equity instrumentsat the grant date
| The method used to determine the fair value of equity instruments at the grant date | The cost of granted stock options was estimated using the Black Scholes Model. |
| The basis for determining the number of exercisable equity instruments | At each balance sheet date in the vesting period, the best estimate was made and the estimated number of exercisable equity instruments was modified according to the latest changes in the number of employees who can exercise the rights and other subsequent information. |
| Reasons for the significant difference between the estimates of the current year and the estimates of prior year | Criteria of exercising in vesting period of batch 2 are not satisfied |
| The aggregate amount of equity-settled share-based payments that is included in capital reserve | 5,591,402.00 |
| Total expenses recognized for the equity-settled share-based payments in the year | -7,631,891.11 |
Pursuant to the Official Reply on the Implementation of the Stock Option Incentive Plan of ChinaMerchants Port Group Co., Ltd. by State-owned Assets Supervision and AdministrationCommission of the State Council (No. 748 [2019], SASAC), which was deliberated and approvedby the 1
stExtraordinary General Meeting of the Company in 2020 on 3 February 2020, theCompany implemented a stock option plan with effect from 3 February 2020 to grant 238incentive recipients 17,198,000 stock options with an exercise price of RMB17.80 per share. Witha lockup period of 24 months from the grant date, the stock options are exercisable upon expiry ofthe 24-month lockup period in the premise that the vesting conditions are satisfied. The stockoptions are exercisable in three batches, specifically, 40% for the first batch (after 24 months butwithin 36 months subsequent to the grant date), 30% for the second batch (after 36 months butwithin 48 months subsequent to the grant date) and the remaining 30% for the third batch (after 48months but within 84 months subsequent to the grant date). Each stock option entitles the holderto subscribe for one ordinary share of the Company.
On 5 March 2021, the granting of stock option (reserved portion) under stock option inventiveplan (phase I) was completed. The reserved portion of stock option targets to total 3 persons,granting 530,000 shares of stock option with exercise price of RMB15.09 per share. The grantdate is 29 January 2021. With a lockup period of 24 months from the grant date, the stock optionsare exercisable upon expiry of the 24-month lockup period in the premise that the vestingconditions are satisfied. The stock options are exercisable in two batches, specifically, 50% for thefirst batch (after 24 months but within 36 months subsequent to the grant date), and the remaining50% for the second batch (after 36 months but within 72 months subsequent to the grant date).Each stock option entitles the holder to subscribe for one ordinary share of the Company.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XIV) SHARE-BASED PAYMENTS - continued
2. Equity-settled share-based payments - continued
According to Article 32 of Stock Option Incentive Plan, since the grant date of the stock option, ifthe Company distributes dividends prior to the exercise of the option, the exercise price shall beadjusted accordingly. Therefore, the Company uniformly adjusted the exercise price fromRMB17.80 per share to 17.34 per share in respect of the first batch of stock option granted understock option incentive plan (phase I) on 30 January 2021; the Company uniformly adjusted theexercise price from RMB 17.34 per share to 16.69 per share in respect of the first batch of stockoption granted under stock option incentive plan (phase I), and the exercise price of the reservedportion of stock option from RMB 15.09 per share to 14.71 per share on 29 January 2022.
As at the date on which the financial statements are issued, as the criteria of exercise in the secondvesting period of the stock option (1
stbatch) under the stock option incentive plan (phase I) arenot satisfied, the Company has cancelled the 3,886,800 shares of stock option corresponding tothe second vesting period of the stock option (1
stbatch) under the stock option incentive plan(phase I). Since the criteria of exercise in the first vesting period of the stock option (the reservedportion) under the stock option incentive plan (phase I) are not satisfied, the Company hascancelled the 265,000 shares of stock option corresponding to the first vesting period of the stockoption (the reserved portion) under the stock option incentive plan (phase I). As 21 of theincentive targets have retired or no longer serve the Company, the corresponding 1,796,400 sharesof stock option have been cancelled.
(XV) COMMITMENTS AND CONTINGENCIES
1. Significant commitments
CHINA MERCHANTS PORT GROUP CO., LTD.Item
| Item | 31/12/2022 | 31/12/2021 |
| Commitments that have been entered into but have not been recognized in the financial statements | ||
| - Commitment to make contributions to the investees | 38,956,185.01 | 211,620,680.00 |
| - Commitment to acquire and construct long-term assets | 1,802,316,899.52 | 1,755,687,773.54 |
| - Commitment to invest port construction | 5,571,690.76 | 5,093,914.88 |
| - Others | 383,560.31 | - |
| Total | 1,847,228,335.60 | 1,972,402,368.42 |
2. Contingencies
| Item | 31/12/2022 | 31/12/2021 |
| Contingent liabilities brought by external litigations (Note 1) | 279,438,527.06 | 207,807,928.33 |
| Guarantee for borrowings of related parties (Note 2) | 186,672,528.21 | 175,517,115.86 |
| Total | 466,111,055.27 | 383,325,044.19 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XV) COMMITMENTS AND CONTINGENCIES - continued
2. Contingencies - continued
Note 1: This mainly represents the significant contingent liabilities arising from the litigations
between TCP and its subsidiaries and local tax authority, employee or former employee ofTCP and its subsidiaries in Brazil at as the year end. According to the latest estimates ofthe Group's management, the possible compensation is RMB279,438,527.06 but it is notlikely to cause outflow of economic benefits from the Group. Therefore, the contingentliabilities arising from the above pending litigations are not recognized as provisions. Thecounter-bonification where the Group as the beneficiary will be executed by the formerTCP shareholder that disposed the shares. According to the counter-bonificationagreement, the former TCP shareholder needs to make counter-bonification to the Groupin respect of the above contingent liabilities, with the compensation amount not exceedingpre-determined amount and specified period.
Zhanjiang Port, a subsidiary of the Company, entered into an EPC contract for the GeneralCargo Terminal Project at Donghai Island Port Area of Zhanjiang Port with CCCC WaterTransport Planning and Design Institute Co., Ltd. on 28 June 2016, with the agreedconstruction period from 28 June 2016 to 8 June 2018. After the contract was signed, theoverall progress of the project construction was delayed due to the optimization andadjustment of the layout plan and process design for the terminal. In December 2022,CCCC Water Transport Planning and Design Institute Co., Ltd. filed a litigation to thecourt for losses caused by delay in construction, adjustment to project scale, changes indesign, and other reasons, and may require Zhanjiang Port for compensation.
As at 31 December 2022, the claims of CCCC Water Transport Planning and DesignInstitute Co., Ltd. were inconsistent with those agreed in the contract, the relevant result ofthe litigation could not be reasonably estimated, and the management of the Groupbelieved that the possibility of loss was quite low, therefore, no provisions were made forthe above pending litigation.
Note 2: As at 31 December 2022, the guarantees provided by the Group for related parties are
detailed in Note XIII 5(3).
As at 31 December 2022, the directors of the Company evaluated the default risks ofrelated companies on the above-mentioned loan financing and other liabilities, andbelieved that the risks were not significant and the possibility of guaranteed payments wasvery small.
Except for the above-mentioned contingencies, as at 31 December 2022, the Group had noother major guarantees and other contingencies that need to be explained.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 167 -
(XVI) EVENTS AFTER THE BALANCE SHEET
According to the profit distribution plan for 2022 and as approved by the 7th meeting of the 10thboard of directors on 31 March 2023, the Company, based on the total shares of 2,499,074,661 asat 31 December 2022, distributes cash dividends at RMB 4.50 for every 10 shares, totalling RMB1,124,583,597.45. The above profit distribution plan has not yet been approved by shareholders'meeting.
(XVII) OTHER SIGNIFICANT EVENTS
1. Segment reporting
(1) Basis for determining reporting segments and accounting policies
The key management team of the Company is regarded as the CODM, who reviews the Group'sinternal reports in order to assess performance, allocate resources and determine the operatingsegments. The CODM considers the operation of the Group in terms of business and locations.
Individual operating segments for which discrete financial information is available are identifiedby the CODM and are operated by their respective management teams. These individual operatingsegments are aggregated in arriving at the reporting segments of the Group.
From business and location perspectives, the management assesses the performance of theGroup's business operations including ports operation, bonded logistics operation and otheroperations.
Ports operation
Ports operation includes container terminal operation, bulk and general cargo terminal operationoperated by the Group and its associates and joint ventures.
The Group's ports operation is presented as follows:
(a) Mainland China, Hong Kong and Taiwan
? Pearl River Delta? Yangtze River Delta? Bohai Rim? Others
(b) Other locations outside of Mainland China, Hong Kong and Taiwan
Bonded logistics operation
Bonded logistics operation includes logistics park operation, ports transportation and airport cargohandling operated by the Group and its associates and joint ventures.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(1) Basis for determining reporting segments and accounting policies - continued
Other operations
Other operations mainly include property development and investment and logistics businessoperated by the Group's associates, property investment operated by the Group and corporatefunction.
Each of the segments under ports operation includes the operations of a number of ports invarious locations within one geographic location. For the purpose of segment reporting, theseindividual operating segments have been aggregated into reportable segments on geographic basisin order to present a more systematic and structured segment information. To give details of eachof the operating segments, in the opinion of the directors of the Company, would result inparticulars of excessive length.
Bonded logistics operation and other operations include a number of different operations, each ofwhich is considered as a separate but insignificant operating segment by the CODM. For segmentreporting, these individual operating segments have been aggregated according to the nature oftheir operations to give rise to more meaningful presentation.
There are no material sales or other transactions between the segments.
The revenue from a major customer of ports operation amounts to RMB1,672,365,283.13,representing 10.30% (2021: 11.52%) of the Group's operating income for 2022.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 169 -
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments
Segment financial information for 2022 is as follows:
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Ports operation | Bonded logistics operation | Others | Unappropriated amount | Total | |||||
| Mainland China, Hong Kong and Taiwan | Other locations | Sub-total | ||||||||
| Pearl River Delta | Yangtze River Delta | Bohai Rim | Others | |||||||
| Operating income | 6,774,045,422.66 | 1,139,944,516.62 | 74,222,857.10 | 3,552,074,625.60 | 4,086,514,642.86 | 15,626,802,064.84 | 445,592,537.09 | 158,094,525.62 | - | 16,230,489,127.55 |
| Operating cost | 3,849,914,782.32 | 696,788,162.45 | 62,264,300.65 | 2,691,172,225.32 | 1,853,376,921.16 | 9,153,516,391.90 | 280,270,213.56 | 216,675,107.48 | - | 9,650,461,712.94 |
| Segment operating profit (loss) | 2,924,130,640.34 | 443,156,354.17 | 11,958,556.45 | 860,902,400.28 | 2,233,137,721.70 | 6,473,285,672.94 | 165,322,323.53 | -58,580,581.86 | - | 6,580,027,414.61 |
| Taxes and surcharges | 32,239,840.06 | 5,674,557.52 | 1,102,665.95 | 49,561,307.23 | 152,923,436.63 | 241,501,807.39 | 22,188,514.91 | 18,305,796.73 | 253,354.43 | 282,249,473.46 |
| Administrative expense | 435,544,849.33 | 37,586,936.77 | 9,903,393.91 | 536,045,336.65 | 266,594,657.88 | 1,285,675,174.54 | 46,846,479.95 | 1,356,901.51 | 431,216,180.51 | 1,765,094,736.51 |
| R&D expenses | 227,962,954.81 | 40,790,798.38 | - | 18,952,425.51 | - | 287,706,178.70 | - | - | - | 287,706,178.70 |
| Financial expenses | 43,042,474.05 | 12,623,313.35 | 16,617,530.89 | 105,755,359.90 | 202,779,070.53 | 380,817,748.72 | 11,831,333.17 | 42,509,881.22 | 1,823,554,709.31 | 2,258,713,672.42 |
| Other income | 128,422,018.54 | 6,905,602.77 | 99,278.36 | 73,123,957.51 | - | 208,550,857.18 | 20,996,809.22 | 2,259,661.58 | 9,840,742.44 | 241,648,070.42 |
| Investment income | 222,543,823.37 | 5,152,876,665.17 | 334,188,303.02 | 53,824,558.05 | 1,070,198,985.49 | 6,833,632,335.10 | 94,330,245.64 | 425,089,497.20 | 24,603,428.39 | 7,377,655,506.33 |
| Gains (losses) from changes in fair value | 34,481,879.58 | - | -28,084,576.60 | 1,009,908.14 | - | 7,407,211.12 | -136,440,861.23 | - | - | -129,033,650.11 |
| Gains from impairment of credit (losses) | -5,932,959.08 | - | 269,053.38 | 19,276,798.42 | -221,119,087.29 | -207,506,194.57 | -15,967,381.98 | - | - | -223,473,576.55 |
| Gains (losses) from impairment of assets | -573,122.05 | - | - | -21,585,898.15 | - | -22,159,020.20 | - | - | - | -22,159,020.20 |
| Gains (losses) from disposal of assets | -186,834.36 | - | - | -2,189,571.61 | 61,495.66 | -2,314,910.31 | 104,763.84 | 57,352,755.05 | -12,513.06 | 55,130,095.52 |
| Operating profit (loss) | 2,564,095,328.09 | 5,506,263,016.09 | 290,807,023.86 | 274,047,723.35 | 2,459,981,950.52 | 11,095,195,041.91 | 47,479,570.99 | 363,948,752.51 | -2,220,592,586.48 | 9,286,030,778.93 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 170 -
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2022 is as follows: - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Ports operation | Bonded logistics operation | Others | Unappropriated amount | Total | |||||
| Mainland China, Hong Kong and Taiwan | Other locations | Sub-total | ||||||||
| Pearl River Delta | Yangtze River Delta | Bohai Rim | Others | |||||||
| Non-operating income | 18,342,596.09 | 2,900,356.17 | 22,378,312.31 | 10,237,915.83 | 221,044,827.94 | 274,904,008.34 | 50,933.02 | 992,336.45 | 3,327,174.96 | 279,274,452.77 |
| Non-operating expenses | 23,387,870.39 | 1,035,713.16 | - | 148,923,783.29 | 29,888,387.79 | 203,235,754.63 | 10,000.00 | - | 17,196,500.05 | 220,442,254.68 |
| Total profit (loss) | 2,559,050,053.79 | 5,508,127,659.10 | 313,185,336.17 | 135,361,855.89 | 2,651,138,390.67 | 11,166,863,295.62 | 47,520,504.01 | 364,941,088.96 | -2,234,461,911.57 | 9,344,862,977.02 |
| Income tax expenses | 517,928,967.15 | 218,235,972.45 | 19,104,784.49 | 39,483,784.58 | 225,040,819.77 | 1,019,794,328.44 | 17,884,281.49 | 73,694,575.33 | 1,806,494.09 | 1,113,179,679.35 |
| Net profit (loss) | 2,041,121,086.64 | 5,289,891,686.65 | 294,080,551.68 | 95,878,071.31 | 2,426,097,570.90 | 10,147,068,967.18 | 29,636,222.52 | 291,246,513.63 | -2,236,268,405.66 | 8,231,683,297.67 |
| Segment assets | 24,257,996,252.39 | 58,080,072,708.01 | 9,491,073,768.13 | 27,095,782,491.19 | 44,322,822,242.58 | 163,247,747,462.30 | 4,719,190,904.43 | 19,523,260,761.95 | 10,035,331,759.08 | 197,525,530,887.76 |
| Total assets in the financial statements | 197,525,530,887.76 | |||||||||
| Segment liabilities | 10,543,319,204.88 | 1,993,414,192.41 | 142,428,100.05 | 7,095,951,456.64 | 7,184,350,827.79 | 26,959,463,781.77 | 472,931,692.54 | 849,543,150.07 | 40,981,807,066.15 | 69,263,745,690.53 |
| Total liabilities in the financial statements | 69,263,745,690.53 | |||||||||
| Supplementary information: | ||||||||||
| Depreciation and amortization | 1,119,781,238.27 | 214,719,968.82 | 882,688.51 | 851,694,182.33 | 801,221,249.28 | 2,988,299,327.21 | 98,440,779.50 | 184,744,488.91 | 26,022,221.27 | 3,297,506,816.89 |
| Interest income | 49,428,469.37 | 2,890,732.29 | 543,508.80 | 27,921,113.89 | 255,001,470.66 | 335,785,295.01 | 1,231,657.13 | 1,329,524.29 | 131,487,621.62 | 469,834,098.05 |
| Interest expense | 86,468,640.13 | 10,921,214.61 | - | 128,204,357.08 | 415,728,796.45 | 641,323,008.27 | 13,108,859.14 | 26,701,866.03 | 1,544,029,072.35 | 2,225,162,805.79 |
| Investment income from long-term equity investments under equity method | 134,882,198.77 | 5,114,173,074.83 | 293,371,940.22 | 53,436,206.60 | 1,070,198,985.49 | 6,666,062,405.91 | 94,330,245.64 | 424,789,497.20 | - | 7,185,182,148.75 |
| Long-term equity investments under equity method | 1,741,189,123.54 | 52,146,528,746.22 | 8,605,621,312.90 | 1,094,348,450.19 | 13,193,855,158.62 | 76,781,542,791.47 | 1,496,017,782.58 | 14,086,733,345.00 | - | 92,364,293,919.05 |
| Non-current assets other than long-term equity investments | 18,338,841,436.04 | 4,203,682,076.56 | 15,863,803.61 | 21,159,269,860.52 | 25,053,023,827.83 | 68,770,681,004.56 | 2,058,218,100.73 | 5,083,564,521.74 | 880,089,692.55 | 76,792,553,319.58 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 171 -
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2021 is as follows:
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Ports operation | Bonded logistics operation | Others | Unappropriated amount | Total | |||||
| Mainland China, Hong Kong and Taiwan | Other locations | Sub-total | ||||||||
| Pearl River Delta | Yangtze River Delta | Bohai Rim | Others | |||||||
| Operating income | 6,169,011,494.33 | 955,807,808.06 | 69,178,976.05 | 3,746,197,331.61 | 3,695,214,463.69 | 14,635,410,073.74 | 464,573,743.50 | 183,824,357.36 | - | 15,283,808,174.60 |
| Operating cost | 3,453,475,366.43 | 597,481,157.49 | 54,665,813.81 | 2,783,662,072.53 | 1,680,840,428.09 | 8,570,124,838.35 | 257,835,741.37 | 218,875,602.77 | - | 9,046,836,182.49 |
| Segment operating profit (loss) | 2,715,536,127.90 | 358,326,650.57 | 14,513,162.24 | 962,535,259.08 | 2,014,374,035.60 | 6,065,285,235.39 | 206,738,002.13 | -35,051,245.41 | - | 6,236,971,992.11 |
| Adjustments: | ||||||||||
| Taxes and surcharges | 33,618,026.16 | 1,740,839.69 | 1,145,292.35 | 46,827,778.00 | 59,226,541.93 | 142,558,478.13 | 25,369,242.73 | 23,905,217.75 | 141,305.70 | 191,974,244.31 |
| Administrative expense | 459,095,114.37 | 41,447,191.06 | 10,094,331.91 | 530,495,769.77 | 239,606,436.10 | 1,280,738,843.21 | 43,767,439.19 | 1,021,783.02 | 403,632,493.08 | 1,729,160,558.50 |
| R&D expenses | 162,845,174.00 | 38,114,947.70 | - | 16,945,513.97 | - | 217,905,635.67 | - | - | - | 217,905,635.67 |
| Financial expenses | 77,467,350.81 | 5,641,533.68 | -2,466,397.16 | 120,310,978.09 | 195,175,809.87 | 396,129,275.29 | 12,385,910.10 | 22,982,823.67 | 1,113,840,588.23 | 1,545,338,597.29 |
| Other income | 282,932,907.60 | 9,484,000.67 | 5,469.40 | 57,374,140.86 | - | 349,796,518.53 | 13,193,859.62 | 254,782.93 | - | 363,245,161.08 |
| Investment income | 440,035,665.04 | 4,238,562,309.59 | 277,273,943.74 | 345,017,458.52 | 468,204,189.40 | 5,769,093,566.29 | -12,031,120.80 | 856,291,297.44 | 23,595,767.98 | 6,636,949,510.91 |
| Gains (losses) from changes in fair value | 9,359,683.02 | - | -98,965,383.40 | 2,347,751.88 | 306,172,536.00 | 218,914,587.50 | - | - | 2,327,687.67 | 221,242,275.17 |
| Gains (losses) from impairment of credit | -6,838,168.58 | 1,020,000.00 | - | -7,045,279.31 | -192,031,975.00 | -204,895,422.89 | -48,058,194.61 | - | - | -252,953,617.50 |
| Gains (losses) from impairment of assets | - | - | - | -418,345,307.68 | -2,147,208.07 | -420,492,515.75 | - | - | - | -420,492,515.75 |
| Gains (losses) from disposal of assets | 2,962,025.35 | 13,209.72 | 6,430,654.08 | 25,740,511.52 | 266,566.00 | 35,412,966.67 | 212,611.41 | - | -49,118.66 | 35,576,459.42 |
| Operating profit (loss) | 2,710,962,574.99 | 4,520,461,658.42 | 190,484,618.96 | 253,044,495.04 | 2,100,829,356.03 | 9,775,782,703.44 | 78,532,565.73 | 773,585,010.52 | -1,491,740,050.02 | 9,136,160,229.67 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2021 is as follows: - continued
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Ports operation | Bonded logistics operation | Others | Unappropriated amount | Total | |||||
| Mainland China, Hong Kong and Taiwan | Other locations | Sub-total | ||||||||
| Pearl River Delta | Yangtze River Delta | Bohai Rim | Others | |||||||
| Non-operating income | 13,008,411.38 | 574,013.03 | 508,302.39 | 9,629,274.10 | 14,567,738.63 | 38,287,739.53 | 27,449.61 | 597,934.35 | 4,554,414.01 | 43,467,537.50 |
| Non-operating expenses | 6,917,726.39 | 2,166,481.95 | - | 53,226,742.91 | 24,897,586.02 | 87,208,537.27 | 20,000.00 | -0.01 | 8,300,155.85 | 95,528,693.11 |
| Total profit (loss) | 2,717,053,259.98 | 4,518,869,189.50 | 190,992,921.35 | 209,447,026.23 | 2,090,499,508.64 | 9,726,861,905.70 | 78,540,015.34 | 774,182,944.88 | -1,495,485,791.86 | 9,084,099,074.06 |
| Income tax expenses | 524,164,148.32 | 221,408,593.92 | 7,548,598.15 | 61,714,339.27 | 307,146,501.14 | 1,121,982,180.80 | 11,538,241.85 | 53,526,346.43 | 242,046,315.23 | 1,429,093,084.31 |
| Net profit (loss) | 2,192,889,111.66 | 4,297,460,595.58 | 183,444,323.20 | 147,732,686.96 | 1,783,353,007.50 | 8,604,879,724.90 | 67,001,773.49 | 720,656,598.45 | -1,737,532,107.09 | 7,655,005,989.75 |
| Segment assets | 28,287,890,207.35 | 36,766,156,834.80 | 7,570,933,282.53 | 27,838,467,531.77 | 41,135,106,798.84 | 141,598,554,655.29 | 3,462,069,538.25 | 18,978,652,576.39 | 11,944,824,398.73 | 175,984,101,168.66 |
| Total assets in the financial statements | 175,984,101,168.66 | |||||||||
| Segment liabilities | 10,300,340,684.26 | 1,641,664,024.25 | 149,926,571.36 | 7,645,454,637.72 | 7,851,403,330.63 | 27,588,789,248.22 | 533,057,935.76 | 1,017,520,046.89 | 35,809,307,046.31 | 64,948,674,277.18 |
| Total liabilities in the financial statements | 64,948,674,277.18 | |||||||||
| Supplementary information: | ||||||||||
| Depreciation and amortization | 889,758,581.06 | 197,464,949.23 | 1,093,508.89 | 917,975,691.54 | 766,865,123.91 | 2,773,157,854.63 | 72,861,519.89 | 175,029,480.65 | 45,222,064.61 | 3,066,270,919.78 |
| Interest income | 13,898,280.21 | 4,223,041.44 | 402,788.78 | 32,826,269.88 | 246,477,465.44 | 297,827,845.75 | 1,120,075.68 | 2,177,357.15 | 76,438,595.91 | 377,563,874.49 |
| Interest expense | 96,364,688.47 | 5,094,276.48 | - | 153,293,454.39 | 383,901,414.22 | 638,653,833.56 | 15,348,819.97 | 31,819,095.28 | 1,224,026,866.19 | 1,909,848,615.00 |
| Investment income from long-term equity investments under equity method | 361,451,468.54 | 4,238,562,309.59 | 236,693,226.55 | 141,786,109.87 | 468,204,189.40 | 5,446,697,303.95 | -12,031,120.80 | 856,291,297.44 | - | 6,290,957,480.59 |
| Long-term equity investments under equity method | 6,010,920,490.10 | 30,734,063,685.69 | 6,722,000,869.89 | 508,063,722.03 | 11,990,041,710.35 | 55,965,090,478.06 | 672,691,660.83 | 13,715,669,685.63 | - | 70,353,451,824.52 |
| Non-current assets other than long-term equity investments | 18,760,635,381.65 | 4,126,611,225.22 | 16,711,625.75 | 24,186,695,730.85 | 20,329,634,458.61 | 67,420,288,422.08 | 2,126,565,848.52 | 4,930,963,314.80 | 620,648,598.94 | 75,098,466,184.34 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
The Group's total revenue from external transactions in Mainland China and other countries andregions, and total non-current assets other than financial assets and deferred tax assets located inMainland China and other countries and regions are presented as follows
CHINA MERCHANTS PORT GROUP CO., LTD.Revenue from external transactions
| Revenue from external transactions | 2022 | 2021 |
| Mainland China, Hong Kong and Taiwan | 12,105,380,701.20 | 11,550,563,244.63 |
| Pearl River Delta | 7,195,529,214.88 | 6,646,437,978.26 |
| Yangtze River Delta | 1,139,944,516.62 | 955,807,808.06 |
| Bohai Rim | 217,832,344.10 | 202,120,126.70 |
| Others | 3,552,074,625.60 | 3,746,197,331.61 |
| Other locations | 4,125,108,426.35 | 3,733,244,929.97 |
| Total | 16,230,489,127.55 | 15,283,808,174.60 |
| Total non-current assets | 31/12/2022 | 31/12/2021 |
| Mainland China, Hong Kong and Taiwan | 130,723,044,577.52 | 109,645,185,780.08 |
| Pearl River Delta | 42,150,053,552.57 | 45,414,657,732.10 |
| Yangtze River Delta | 56,350,210,822.78 | 34,860,356,989.30 |
| Bohai Rim | 9,147,542,234.74 | 7,318,137,784.88 |
| Others | 23,075,237,967.43 | 22,052,033,273.80 |
| Other locations | 38,433,802,661.11 | 35,806,732,228.78 |
| Total | 169,156,847,238.63 | 145,451,918,008.86 |
(3) Degree of reliance on major customers
The total operating income derived from the top five customers of the Group is RMB3,298,081,685.23, accounting for 20.32% of the Group's operating income.
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
1. Other receivables
1.1 Summary of other receivables
| Item | 31/12/2022 | 31/12/2021 |
| Dividends receivable | 147,896,763.88 | 177,295,422.67 |
| Other receivables | 2,601,740,991.35 | 1,079,447,548.34 |
| Total | 2,749,637,755.23 | 1,256,742,971.01 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
1.2 Dividends receivable
(1) Presentation of dividends receivable
CHINA MERCHANTS PORT GROUP CO., LTD.Investee
| Investee | 31/12/2022 | 31/12/2021 |
| Chiwan Wharf Holdings (Hong Kong) Ltd. | 147,680,363.88 | 147,680,363.88 |
| Shenzhen Petrochemical Industry (Group) Co., Ltd. | 216,400.00 | 216,400.00 |
| China Merchants Bonded Logistics Co., Ltd. | - | 15,707,120.00 |
| Dongguan Shenchiwan Wharf Co., Ltd. | - | 13,691,538.79 |
| Total | 147,896,763.88 | 177,295,422.67 |
| Less: Provision for credit loss | - | - |
| Carrying amount | 147,896,763.88 | 177,295,422.67 |
(2) Significant dividends receivable aged over 1 year
| Item | 31/12/2022 | 31/12/2021 | Reason for outstanding | Impaired or not and the determination basis |
| Chiwan Wharf Holdings (Hong Kong) Ltd. | 147,680,363.88 | 147,680,363.88 | In processing and expected to be recovered in 2023 | No |
| Total | 147,680,363.88 | 147,680,363.88 |
1.3 Other receivables
(1) Aging analysis of other receivables
| Aging | 31/12/2022 | ||
| Other receivables | Provision for credit loss | Proportion of provision (%) | |
| Within 1 year | 1,526,322,695.78 | - | - |
| 1 to 2 years | 289,656,927.75 | - | - |
| 2 to 3 years | 457,984,135.87 | - | - |
| More than 3 years | 328,160,688.55 | 383,456.60 | 0.12 |
| Total | 2,602,124,447.95 | 383,456.60 | |
(2) Disclosure of other receivables by nature
| Item | 31/12/2022 | 31/12/2021 |
| Amounts due from related parties | 2,596,356,894.67 | 1,072,941,653.53 |
| Advances | 2,467,600.00 | 4,741,428.81 |
| Others | 3,299,953.28 | 2,147,922.60 |
| Total | 2,602,124,447.95 | 1,079,831,004.94 |
| Less: Provision for credit loss | 383,456.60 | 383,456.60 |
| Carrying amount | 2,601,740,991.35 | 1,079,447,548.34 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
1.3 Other receivables - continued
(3) Provision for credit loss of other receivables
As part of the Company's credit risk management, the Company performs internal credit rating oncustomers, and determines the expected loss rate of other receivables under each credit rating.Such expected average loss rate is based on historical actual impairment and takes intoconsideration of current and expected future economic conditions.
At 31 December 2022, the credit risk and expected credit loss of other receivables by category ofcustomers are as follows:
CHINA MERCHANTS PORT GROUP CO., LTD.
Credit rating
| Credit rating | Expected credit loss rate (%) | 31/12/2022 | 31/12/2021 | ||||||
| 12-month ECL | Lifetime ECL (not credit-impaired) | Lifetime ECL (credit-impaired) | Total | 12-month ECL | Lifetime ECL (not credit-impaired) | Lifetime ECL (credit-impaired) | Total | ||
| A | 0.00-0.10 | 2,601,740,991.35 | - | - | 2,601,740,991.35 | 1,079,447,548.34 | - | - | 1,079,447,548.34 |
| B | 0.10-0.30 | - | - | - | - | - | - | - | - |
| C | 0.30-50.00 | - | - | - | - | - | - | - | - |
| D | 50.00-100.00 | - | - | 383,456.60 | 383,456.60 | - | - | 383,456.60 | 383,456.60 |
| Gross carrying amount | 2,601,740,991.35 | - | 383,456.60 | 2,602,124,447.95 | 1,079,447,548.34 | - | 383,456.60 | 1,079,831,004.94 | |
| Provision for credit loss | - | - | 383,456.60 | 383,456.60 | - | - | 383,456.60 | 383,456.60 | |
| Carrying amount | 2,601,740,991.35 | - | - | 2,601,740,991.35 | 1,079,447,548.34 | - | - | 1,079,447,548.34 | |
(4) Provision, recovery and reversal of credit loss of other receivables
| Item | Stage 1 | Stage 2 | Stage 3 | Total |
| 12-month ECL | Lifetime ECL (not credit-impaired) | Lifetime ECL (credit-impaired) | ||
| At 1 January 2022 | - | 383,456.60 | 383,456.60 | |
| Balance of other receivables at 1 January 2022 | ||||
| - Transfer to Stage 2 | - | - | - | - |
| - Transfer to Stage 3 | - | - | - | - |
| - Reverse to Stage 2 | - | - | - | - |
| - Reverse to Stage 1 | - | - | - | - |
| Provision for the year | - | - | - | - |
| Reversal for the year | - | - | - | - |
| Transfer out due to derecognition of financial assets (including direct write-down) | - | - | - | - |
| Other changes | - | - | - | - |
| At 31 December 2022 | - | - | 383,456.60 | 383,456.60 |
(5) The Company has no recovery or reversal of significant provision for credit loss in the
current year.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
(6) The Group has no other receivables written off during the year.
(7) The top five balances of other receivables at the end of the year classified by debtor
CHINA MERCHANTS PORT GROUP CO., LTD.
Name of entity
| Name of entity | Relationship with the Company | Nature | Closing balance | Aging | Proportion to total other receivables (%) | Closing balance of provision for credit loss |
| Shenzhen Haixing | Subsidiary | Loan to related parties | 1,302,461,738.81 | Within 1 year, 1-2 years, 2-3 years, More than 3 years | 50.05 | - |
| Chiwan Wharf Holdings (Hong Kong) Ltd. | Subsidiary | Loan to related parties | 1,151,028,753.86 | Within 1 year | 44.23 | - |
| Shunkong Port | Subsidiary | Loan to related parties | 142,866,402.00 | Within 1 year | 5.49 | - |
| CM International Tech | Subsidiary | Advances | 2,467,600.00 | Within 1 year | 0.09 | - |
| Shenzhen Shekou Local Taxation Bureau | Third party | Others | 711,772.07 | More than 3 years | 0.03 | - |
| Total | 2,599,536,266.74 | 99.89 | - |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS - continued
2. Long-term equity investments
CHINA MERCHANTS PORT GROUP CO., LTD
Investee
| Investee | 31/12/2021 | Changes for the year | 31/12/2022 | Closing balance of provision for impairment | |||||||
| Increase | Decrease | Investment income under equity method | Reconciliation of other comprehensive income | Other equity movements | Cash dividends or profit declared | Provision for impairment | Others | ||||
| I. Subsidiaries | |||||||||||
| Ports Development (Hong Kong) Limited (Note 1) | - | 29,203,045,326.23 | - | - | - | - | - | - | - | 29,203,045,326.23 | - |
| Zhanjiang Port | 3,381,825,528.52 | - | - | - | - | - | - | - | - | 3,381,825,528.52 | - |
| Chiwan Container Terminal Co., Ltd. | 421,023,199.85 | - | - | - | - | - | - | - | - | 421,023,199.85 | - |
| Shenzhen Chiwan Harbor Container Co. Ltd. | 250,920,000.00 | - | - | - | - | - | - | - | - | 250,920,000.00 | - |
| Shenzhen Chiwan Port Development Co., Ltd. | 206,283,811.09 | - | - | - | - | - | - | - | - | 206,283,811.09 | - |
| Dongguan Shenchiwan Port Affairs Co., Ltd. | 186,525,000.00 | - | - | - | - | - | - | - | - | 186,525,000.00 | - |
| Dongguan Shenchiwan Wharf Co., Ltd. | 175,000,000.00 | - | - | - | - | - | - | - | - | 175,000,000.00 | - |
| CM Port (Note 2) | 29,290,281,157.45 | 81,605,936.30 | -29,203,045,325.40 | - | - | - | - | - | - | 168,841,768.35 | - |
| CM Port (Zhoushan) RoRo Logistics Co., Ltd. | 149,709,800.00 | - | - | - | - | - | - | - | - | 149,709,800.00 | - |
| Yide Port (Note 3) | - | 131,866,700.00 | - | - | - | - | - | - | - | 131,866,700.00 | - |
| Shunkong Port (Note 4) | - | 50,000,000.00 | - | - | - | - | - | - | - | 50,000,000.00 | - |
| Shenzhen Chiwan Tugboat Co., Ltd. | 24,000,000.00 | - | - | - | - | - | - | - | - | 24,000,000.00 | - |
| CM International Tech | 20,561,075.02 | - | - | - | - | - | - | - | - | 20,561,075.02 | - |
| Shenzhen Chiwan International Freight Agency Co., Ltd. | 5,500,000.00 | - | - | - | - | - | - | - | - | 5,500,000.00 | - |
| Sanya Merchants Port Development Co., Ltd. | 2,040,000.00 | - | - | - | - | - | - | - | - | 2,040,000.00 | - |
| Chiwan Wharf Holdings (Hong Kong) Ltd. | 1,070,000.00 | - | - | - | - | - | - | - | - | 1,070,000.00 | - |
| Chiwan Shipping (Hong Kong) Limited | 1,051,789.43 | - | - | - | - | - | - | - | - | 1,051,789.43 | - |
| Sub-total | 34,115,791,361.36 | 29,466,517,962.53 | -29,203,045,325.40 | - | - | - | - | - | - | 34,379,263,998.49 | - |
| II. Associates | |||||||||||
| Ningbo Zhoushan (Note 5) | 1,792,998,234.68 | 14,113,777,882.23 | - | 258,454,001.50 | 261,596.32 | 102,528,280.42 | -39,140,468.28 | - | - | 16,228,879,526.87 | - |
| China Merchants Northeast Asia Development & Investment Co., Ltd. | 1,016,048,532.69 | - | - | -13,657,927.07 | - | 14,619,600.09 | - | - | - | 1,017,010,205.71 | - |
| China Merchants Bonded Logistics Co., Ltd. | 395,249,112.00 | - | - | 17,113,806.79 | - | - | - | - | - | 412,362,918.79 | - |
| Sub-total | 3,204,295,879.37 | 14,113,777,882.23 | - | 261,909,881.22 | 261,596.32 | 117,147,880.51 | -39,140,468.28 | - | - | 17,658,252,651.37 | - |
| III. Joint ventures | |||||||||||
| Yantai Port Group Laizhou Port Co., Ltd. | 791,515,741.44 | - | - | 32,565,975.37 | - | -669,119.99 | -29,259,207.08 | - | - | 794,153,389.74 | - |
| Fujian Zhaohang Logistics Management Partnership (Limited Partnership) ("Zhaohang Logistics") | 511,210,432.62 | - | - | 91,193,783.34 | - | -10,269,949.21 | - | - | - | 592,134,266.75 | - |
| Shenzhen Gangteng Internet Technology Co., Ltd. (Note 6) | - | 11,250,000.00 | - | -1,440,834.86 | - | - | - | - | - | 9,809,165.14 | - |
| China Merchants Antong Logistics Management Company (Note 7) | 9,727,878.94 | - | -9,794,887.44 | 67,008.50 | - | - | - | - | - | - | - |
| Investment Fund | - | 1,085,852.21 | -1,047,401.66 | -38,450.55 | - | - | - | - | - | - | - |
| Sub-total | 1,312,454,053.00 | 12,335,852.21 | -10,842,289.10 | 122,347,481.80 | - | -10,939,069.20 | -29,259,207.08 | - | - | 1,396,096,821.63 | - |
| Total | 38,632,541,293.73 | 43,592,631,696.97 | -29,213,887,614.50 | 384,257,363.02 | 261,596.32 | 106,208,811.31 | -68,399,675.36 | - | - | 53,433,613,471.49 | - |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
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(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
2. Long-term equity investments - continued
Note 1: Details are set out in Note (X) 1. (1).
Note 2: Details are set out in Note (X) 1. (1).
Note 3: The Company has entered into an equity transfer agreement with its subsidiary China
Merchants International Port Development (Hong Kong) Limited (hereinafter referred toas "Port Development") on 22 December 2022. Pursuant to the agreement, PortDevelopment transfers 51% of equity interests in Yide Port to the Company. Upon thecompletion of the transaction, the Company directly holds and has control over Yide Port.
Note 4: Details are set out in Note (IX) 1.
Note 5: Details are set out in Note (VIII) 13 (1).
Note 6: Shenzhen Gangteng Internet Technology Co., Ltd. is a joint venture established jointly by
the Company, Shenzhen Tencent Industry Venture Capital Co., Ltd., CM InternationalTech, Haixing Port and Shenzhen Zhigangbilin Internet Technology Partnership (LP). TheCompany has paid the capital contribution of RMB 11,250,000.00 on 23 February 2022.
Note 7: On 7 May 2022, the Company, Shandong Xincheng Hengye Group Co., Ltd. and
Quanzhou Antong Internet of Things Co., Ltd. reached an agreement unanimously on thedissolution of the logistics business, and implemented corresponding liquidation andcancellation procedures.
3. Operating income and operating costs
CHINA MERCHANTS PORT GROUP CO., LTD
Item
| Item | 2022 | 2021 | ||
| Income | Cost | Income | Cost | |
| Principal operation | - | - | - | - |
| Other operations | 3,669,891.36 | 2,276,202.60 | 2,642,001.75 | 2,265,959.45 |
| Total | 3,669,891.36 | 2,276,202.60 | 2,642,001.75 | 2,265,959.45 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022(Unless otherwise specified, the monetary unit shall be RMB.)
- 179 -
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
4. Investment income
(1) Details of investment income
CHINA MERCHANTS PORT GROUP CO., LTDItem
| Item | 2022 | 2021 |
| Income from long-term equity investments under cost method | 549,150,517.02 | 1,324,423,832.08 |
| Income from long-term equity investments under equity method | 384,257,363.02 | 226,225,111.65 |
| Income from held-for-trading financial assets | 120,227,079.12 | 38,750,781.56 |
| Income from investments in other equity instruments | - | 7,409,500.00 |
| Income from disposal of long-term equity investments | -20,508.07 | - |
| Total | 1,053,614,451.09 | 1,596,809,225.29 |
(2) Income from long-term equity investments under cost method
| Investee | 2022 | 2021 | Reason for changes |
| Shenzhen Chiwan Harbor Container Co. Ltd. | 173,751,858.77 | 143,574,378.69 | Changes in profit distribution of investee |
| Chiwan Container Terminal Co., Ltd. | 166,925,696.05 | 115,287,847.14 | Changes in profit distribution of investee |
| Zhanjiang Port | 91,862,080.91 | 23,395,773.67 | Changes in profit distribution of investee |
| Dongguan Shenchiwan Wharf Co., Ltd. | 37,543,998.58 | 48,020,128.82 | Changes in profit distribution of investee |
| Shenzhen Chiwan Tugboat Co., Ltd. | 29,238,925.84 | 30,409,076.03 | Changes in profit distribution of investee |
| Shenzhen Chiwan Port Development Co., Ltd. | 20,415,654.72 | 14,577,752.63 | Changes in profit distribution of investee |
| Shenchiwan Port Affairs | 18,111,237.23 | 2,664,219.41 | Changes in profit distribution of investee |
| CM Port | 11,069,965.98 | 946,405,578.84 | Changes in profit distribution of investee |
| Shenzhen Chiwan International Freight Agency Co., Ltd. | 231,098.94 | 89,076.85 | Changes in profit distribution of investee |
| Total | 549,150,517.02 | 1,324,423,832.08 |
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022
1. BREAKDOWN OF NON-RECURRING PROFIT OR LOSS
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Amount | Remark |
| Gains or losses on disposal of non-current assets | -104,372,804.10 | |
| Tax refunds or reductions with ultra vires approval or without official approval documents | - | |
| Government grants recognized in profit or loss (except for grants that are closely related to the Company's business and are in amounts and quantities fixed in accordance with the national standard) | 196,086,614.17 | |
| Income earned from lending funds to non-financial institutions and recognized in profit or loss | 189,123,975.49 | |
| The excess of attributable fair value of identifiable net assets over the consideration paid for subsidiaries, associates and joint ventures | - | |
| Gains or losses on exchange of non-monetary assets | - | |
| Gains or losses on entrusted investments or asset management | - | |
| Provision of impairment of assets due to force majeure, e.g. natural disasters | - | |
| Gains or losses on debt restructuring | - | |
| Business restructuring expenses, e.g., expenditure for layoff of employees, integration expenses, etc. | - | |
| Gains or losses relating to the unfair portion in transactions with unfair transaction price | - | |
| Net profit or loss of subsidiaries recognized as a result of business combination of enterprises under common control from the beginning of the period up to the business combination date | - | |
| Gains or losses arising from contingencies other than those related to normal operating business | - | |
| Gains from changes in fair value of held-for-trading financial assets, derivative financial assets, other non-current financial assets, held-for-trading financial liabilities, derivative financial liabilities other than effective hedging operation relating to the Company's normal operations, and the investment income from disposal of the above financial assets/financial liabilities | -129,033,650.11 | |
| Reversal of provision for accounts receivable that are tested for credit loss individually | 18,730,660.58 | |
| Gains or losses on entrusted loans | - | |
| Gains or losses on changes in fair value of investment properties that are subsequently measured using the fair value model | - | |
| Effects on profit or loss of one-off adjustment to profit or loss for the period according to the requirements by tax laws and accounting laws and regulations | - | |
| Custodian fees earned from entrusted operation | - | |
| Other non-operating income or expenses other than above | 216,674,035.87 | |
| Other profit or loss that meets the definition of non-recurring profit or loss | -213,574,591.16 | Note |
| Tax effects | -12,258,847.06 | |
| Effects of minority interests (after tax) | -169,099,324.67 | |
| Total | -7,723,930.99 |
Note: Refer to Note (VIII) 7.3 (2) for details.
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2022
2. RETURN ON NET ASSETS AND EARNINGS PER SHARE ("EPS")
The return on net assets and EPS have been prepared by the Company in accordance withInformation Disclosure and Presentation Rules for Companies Making Public Offering No. 9 -Calculation and Disclosure of Return on Net Assets and Earnings per Share (revised in 2010)issued by China Securities Regulatory Commission.
CHINA MERCHANTS PORT GROUP CO., LTD.
Item
| Item | Weighted average return on net assets (%) | EPS | |
| Basic EPS | Diluted EPS | ||
| Net profit attributable to ordinary shareholders | 7.5443 | 1.6138 | 1.6137 |
| Net profit attributable to ordinary shareholders after deducting non-recurring profit or loss | 7.5617 | 1.6175 | 1.6175 |