意见反馈 手机随时随地看行情

公司公告

山 航B:2010年年度报告(英文版)2011-03-28  

						山东航空股份有限公司

    2010 年年度报告



 SHANDONG AIRLINES CO., LTD.
2010 ANNUAL REPORT




         March / Year 2011
          Jinan  P.R.C.
Shandong Airlines Co., Ltd.                                                                         2010 Annual Report




                                       Contents and Important Notes




I. Company Profile --------------------------------------------------------------------------------------2
II. Summary of Financial Highlight and Business Highlight --------------------------------------2
III. Changes in Capital Shares and Particulars about Shareholders ------------------------------4
IV. Particulars about Directors, Supervisors, Senior Executives and Employees ----------------7
V. Administrative Structure ---------------------------------------------------------------------------12
VI. Brief Introduction to the Shareholders’ General Meeting ------------------------------------15
VII. Report of the Board of Directors ---------------------------------------------------------------16
VIII. Report of the Supervisory Committee --------------------------------------------------------25
IX. Significant Events ---------------------------------------------------------------------------------26
X. Auditor’s Report -------------------- -----------------------------------------------------------------------------30
XI. Documents for Reference -------------------------------------------------------------------------116




Important Notes:
The Board of Directors and the Supervisory Committee of Shandong Airlines Co., Ltd. (hereinafter
referred to as the Company) and its directors, supervisors and senior executives hereby confirm that
there are no any fictitious statements, misleading information or important omissions carried in this
report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and
completion of the whole contents.
Deputy Chairman Mr. Ma Chonxian absents the Meeting for business and authorized Mr. Zhang
Xingfu for voting; Director Mr. Wang Mingyuan absent the Meeting due to business and authorized
Director Mr. Xu Guojian for voting; other directors attend the Meeting.
Reanda Certified Public Accountants issued the standard unqualified Auditors’ Report for the
Company.
Chairman of the Board Mr. Zhang Xingfu, General Manager Mr. Zeng Guoqiang, and Chief
Accountant Mr. Xu Guojian of the Company hereby confirm that the Financial Report of the Annual
Report is true and complete.



Paraphrases:
The Company: Shandong Airlines Co., Ltd.
SDA: Shandong Aviation Group; the first largest shareholder of the Company
Air China: Air China Limited, the second largest shareholder of the Company




                                                                                                                            1
Shandong Airlines Co., Ltd.                                                2010 Annual Report



I. Company Profile
(1) Legal Chinese Name of the Company: 山东航空股份有限公司
Legal English Name of the Company: SHANDONG AIRLINES CO., LTD.
(II) Legal Representative: Zhang Xingfu
(III) Secretary of Board of Directors of the Company: Dong Qiantang
Contact Address: 12/F, SDA Bldg., No. 5746, Er Huan East Road, Jinan, Shandong
Tel.: (86) 531-85698229
E-mail: dongqt@shandongair.com.cn
Authorized Securities Affairs Representative: Fan Peng
E-mail: fanp@shandongair.com.cn
Tel.: (86) 531-85698678
Fax: (86) 531-85698679
(IV) Registered Address: Yaoqiang International Airport, Jinan, Shandong
Office Address: SDA Bldg., No. 5746, Er Huan East Road, Jinan, Shandong
Post Code: 250014
Company’s Website: http://www.shandongair.com.cn
E-mail: zqb@shandongair.com.cn
(V)Newspapers for Disclosing the Information Designated by the Company:
Domestic: China Securities Journal and Securities Times
Overseas: Hong Kong Commercial Daily
Internet Website for Publishing the Annual Report: http://www.cninfo.com.cn
The Place Where the Annual Report is Prepared and Placed: Office of the Board of the Company
(Room 1920, SDA Bldg.)
Liaison Tel: (86) 531-85698678
(VI) Stock Exchange Listed with: Shenzhen Stock Exchange
Short Form of the Stock: SHANHANG B
Stock Code: 200152
(VII) Other Relevant Information of the Company
Initial registration date: Dec. 13, 1999
Registration date after change: Mar. 18, 2011
Registration address: Industrial and Commercial Administration Bureau of Shandong Province
Registered number for enterprise corporation business license: 370000400002351
Registered number for taxation: 370112720721201
Name and address of certified public accountants engaged by the Company:
Reanda Certified Public Accountants
Address: Room 2008 on 20/F, East District of No.1 Building, No.100, Xili Street, Balizhuang,
Chaoyang District, Beijing

II. Summary of Financial Highlight and Business Highlight
(I)Main profit index of the Company as of the report year                      Unit: RMB
                              Items                               Amount
Operating profit(RMB)                                                          823,686,010.62
Total profit(RMB)                                                              844,544,446.68
Net profit attributable to the shareholders of the listed
company (RMB)                                                                  634,364,547.92
Net profit attributable to the shareholders of the listed
company after deducting non-recurring losses/gains
(RMB)                                                                          625,449,962.16



                                                                                                2
       Shandong Airlines Co., Ltd.                                                                   2010 Annual Report



       Net cash flow arising from operating activities (RMB)                           1,675,078,629.81
       (II) Items of deducting non-recurring gains and losses and the involved amounts are as following:
                                                                                          Unit: RMB
                                Items of non-recurring gains and losses                                    Amount
        Net profit                                                                                         634,575,287.43
        Add: (1) Gains and losses from the disposal of non-current asset, including the
        offsetting parts which was made accrual of provision for asset impairment                            7,700,920.17
        (2) Governmental subsidy calculated into current gains and losses, while closely
        related with the business of the Company, excluding the fixed-amount or
        fixed-proportion governmental subsidy according to the unified national standard                   -16,013,518.70
        (3) Losses/gains from changes of fair values occurred in holding transaction
        financial assets and transaction financial liabilities, and investment income
        obtaining from the disposal of transaction financial assets and transaction
        financial liabilities and financial assets available for sales, excluded effective
        hedging business relevant with normal operations of the Company                                      8,872,312.71
        (4) Other non-operating income and expenditure except for the aforementioned
        items                                                                                              -12,545,837.53
        Subtotal                                                                                           -11,986,123.35
        Less: Influenced number of income tax of non-recurring losses/gains                                 -3,071,587.08
        Net profit after deducting non-recurring gains and losses                                          625,660,751.16
        Less: Net profit deducted non-recurring losses/gains attributable to minority
        shareholder                                                                                                 210,789
        Net profit attributable to shareholder of listed company after deducting
        non-recurring losses/gains                                                        625,449,962.16
       (III) Major accounting data and financial highlights over the previous three years as at the end of
       the report period
       1. Main accounting data
                                                                                  Increase/decrease in
                                                                                   this year compared
                                      2010                       2009                                               2008
         Items                                                                    with that in last year
                                                                                           (%)
Operating income (RMB)       7,292,615,957.10             5,366,113,363.68                    35.90%        5,049,391,116.47
Total profit (RMB)             844,544,446.68               403,361,305.82                   109.38%          108,260,827.56
Net profit attributable
to shareholders of the           634,364,547.92              302,282,325.68                  109.86%            80,981,442.68
listed company (RMB)
Net profit attributable
to shareholders of the
listed company after
deducting
                                 625,449,962.16              203,597,306.19                  207.20%            92,440,296.87
non-recurring gains and
losses (RMB)
Net cash flow arising
from            operating    1,675,078,629.81             1,317,347,150.42                    27.16%        1,059,833,106.56
activities (RMB)
                                                                                  Increase/decrease at
                                                                                   the end of this year
         Items                  At the end of 2010         At the end of 2009    compared with that at        At the end of 2008
                                                                                   the end of last year
                                                                                          (%)
  Total assets (RMB)         8,923,799,368.85             8,096,403,730.75                    10.22%        7,844,104,901.47



                                                                                                                           3
      Shandong Airlines Co., Ltd.                                                                             2010 Annual Report



   Owners’ Equity
   attributable to
shareholders of listed
                              1,406,659,169.90                     852,294,621.98                       65.04%           550,012,296.30
  company (RMB)
      2. Main financial indexes
                                                                              Increase/decrease in this year compared with
                                                      2010         2009                                                       2008
                                                                                          that in last year (%)

Basic earnings per share (RMB/Share)                     1.59         0.76                                     109.86%             0.20
Diluted earnings per share (RMB/Share)                   1.59         0.76                                     109.86%             0.20
Basic earnings per share after deducting
non-recurring       gains  and     losses                1.56         0.51                                     207.20%             0.23
(RMB/Share)
Weighted average return on equity (%)                 56.84%       43.11%                  Up13.73 percentage points         15.89%
Weighted average return on equity after
deducting non-recurring gains and losses              56.04%       29.04%                   Up27.00percentage points         18.14%
(%)
Net cash flow arising from operating
activities per share (RMB/Share)
                                                         4.19         3.29                                       27.16%            2.65

                                                   At the end of At the end of Increase/decrease at the end of this year At the end of
                                                       2010          2009     compared with that at the end of last year (%) 2008
Net asset per share attributable to shareholders
of listed company (RMB/Share)
                                                         3.52         2.13                                       65.04%            1.38


      (IV) The Company’s return on equity and earnings per share as of the year 2010 as calculated based
      on weighted average method taking Requirements on the Information Disclosure of Companies
      Publicly Issuing Shares No. 9 as the reference
          Profit in the report        Weighted average ROE                              Earnings per share
                Period                                                   Basic earnings per share      Diluted earnings per
                                                                                                                share
                                       Amount           Amount         Amount in        Amount in      Amount        Amount
                                        in this         in same        this period     same period      in this      in same
                                       period            period                       of last report    period        period
                                                         of last                          period                      of last
                                                         report                                                       report
                                                         period                                                       period
      Net profit attributable to
      common shareholders               56.84%           43.11%                1.59             0.76           1.59          0.76
      Net profit attributable to
      common shareholders
      after   deducting      the        56.04%           29.04%                1.56             0.51           1.56          0.51
      non-recurring losses and
      gains


      III. Changes in Shares Capital and Particulars about the Shareholders
      (I) Statement of changes in share                                                Unit: Share
                             Before change                   Increase/decrease in this time (+ , - )            After change




                                                                                                                                      4
    Shandong Airlines Co., Ltd.                                                                    2010 Annual Report



                                           Rati     Bon    Conversio      Additi
                                           oned      us    n of capital    onal    Other   Subto
                                           shar     shar      public      insura     s      tal
                                            e        e       reserve       nce
I. Unlisted shares           260,000,000                                                             260,000,000

1. Sponsor’s shares          168601,000                                                             168,601,000
Including:
State-owned shares           168,402,000                                                             168,402,000
Domestic        legal            199,000                                                                 199,000
person’s shares
Foreign         legal
person’s shares
Others
2. Raised legal
person’s shares
3. Inner employees’
shares
4.        Preference          91,399,000                                                               91,399,000
shares or other
Total        unlisted        260,000,000                                                             260,000,000
shares
II. Listed shares            140,000,000                                                             140,000,000
1. RMB ordinary
shares
2.Domestically               140,000,000                                                             140,000,000
listed        foreign
shares
3. Overseas listed
foreign shares
4. Other
Total listed shares          140,000,000                                                             140,000,000

III. Total shares            400,000,000                                                             400,000,000
    (II) Particulars about issuance and listing of shares
    1. Issuance and listing of shares
    The previous three year ended by the period-end, the Company did not issue shares and derivative
    securities for trading.
    2. During the report period, there were no changes in the number and structure of the Company’s
    shares due to bonus share, capital public reserve transferring into share capital, rationed share,
    additional issuance, share merger, convertible company’s bonds transferring shares, disinvestments,
    listing of inner employees’ shares or company’s employee’s shares, etc. There were no inner
    employees’ shares in the Company.
    (III) About Shareholders
    1. Total shareholders as at the end of the report period
    Up to Dec. 31, 2010, the Company had totally 17,748 shareholders, including 17,742 ones of
    domestically listed foreign shares. The top ten shareholders of the Company are as following:
                                                                                             Unit: Share
                                                    Number of
                                                                    Proportion                         Number of shares
      No.            Shareholders’ name          shares held at                        Type
                                                                       (%)                             pledged or frozen
                                                   the year-end
                                                                                   State-owned
              SHANDONG            AVIATION
       1                                            168,004,000              42    legal person’s           Naught
              GROUP
                                                                                   share



                                                                                                                        5
Shandong Airlines Co., Ltd.                                                            2010 Annual Report



                                                                      State-owned
   2      AIR CHINA LIMITED               91,200,000          22.8   legal person’s             Naught
                                                                          share
                                                                      Circulation
   3      CHEN TIAN MING                   1,976,072          0.49                             Unknown
                                                                         share
                                                                      Circulation
   4      CHEN JING JIAN                   1,352,200          0.34                             Unknown
                                                                         share
                                                                      Circulation
   5      ZENG JUE HUI                     1,110,330          0.28                             Unknown
                                                                         share
          GUOTAIJUNAN
                                                                      Circulation
   6      SECURITIES(HONGKONG                952,000          0.24                             Unknown
                                                                         share
          ) LIMITED
                                                                      Circulation
   7      LIU LI YA                          918,917          0.23                             Unknown
                                                                         share
                                                                      Circulation
   8      BAO XIU ZHEN                       879,950          0.22                             Unknown
                                                                         share
                                                                      Circulation
   9      OU YAN PING                        834,210          0.21                             Unknown
                                                                         share
                                                                      Circulation
  10      YAO MING                           824,000          0.21                             Unknown
                                                                         share
Note:
1. Shandong Aviation Group is the first largest shareholder of the Company, who holds the shares of
the Company on behalf of the State with unlisted shares.
2. Air China Limited is the second largest shareholder of the Company, who holds the shares of the
Company on behalf of the State with unlisted shares.
3. Among the above the top ten shareholders, Air China, shareholders of state-owned legal person’s
share, is the first largest shareholder of the SDA, and there exists no associated relationship between
SDA and Air China and the other shareholders, and they don’t belong to the consistent actionist
regulated by the Management Regulation of Information Disclosure on Change of Shareholding for
Listed Companies with the other shareholders. The Company is not aware of their associated
relationship among the other shareholders of circulation share, whether belongs to the consistent
actionist regulated by the Management Regulation of Information Disclosure on Change of
Shareholding for Listed Companies.
2. The first largest shareholder of the Company
Name of the enterprise: Shandong Aviation Group
Place of SDA: No. 5746, Er Huan East Road, Lixia District, Jinan, Shandong
Legal representative: MA CHONG XIAN
Registered capital: RMB 580 million
Business scope: It was engaged in the domestic and overseas transportation business such as
periodic and un-periodic aviation passenger, cargo, letter and baggage; domestic and overseas
official flight business; airplane management business; repairing of aerostat; business agent among
air companies; ground service and air courier services related with the main operations (excluding
letter and articles with the nature of letters); tax-free commodities in airplane.
3. The second largest shareholder of the Company
Name of the enterprise: Air China Limited.
Address: 9F/Sky Mansion, No.28 Building Tianzhu Road, Block A of Tianzhu Airport Industrial
Zone, Shunyi District, Beijing.
Legal Representative: KONG DONG
Registered capital: RMB12, 892 million
Business scope: It was engaged in the domestic and overseas transportation business such as
periodic and un-periodic aviation passenger, cargo, letter and baggage; domestic and overseas
official flight business; airplane management business; repairing of aerostat; business agent among


                                                                                                            6
       Shandong Airlines Co., Ltd.                                                                     2010 Annual Report



       air companies; ground service and air courier services related with the main operations (excluding
       letter and articles with the nature of letters); tax-free commodities in airplane.
       Main shareholders: China National Aviation Group Co., Ltd., which accounted for 39.88% in total
       shares;Cathay Pacific Airways Ltd., which accounted for 18.54% in total shares.

                      State-owned Assets Supervision & Administration Commission of State Council
                 会                                             100%

                                      China National Aviation Holding Company

                                                                39.88%

                                                  Air China Limited

                                                49.406%

                                Shandong Aviation Group                    22.8%

                                                   42%
                                             Shandong Airlines Co., Ltd.


       4. The Company has no shareholders holding over 10% of shares of the Company except for the
       first largest shareholder SDA and second largest shareholder Air China Limited.
       5. Particulars about the top ten shareholders of circulation share
                                                                 Number of shares held at the
         No.                 Name of shareholders                                                 Type of shares held
                                                                     year-end (share)
            1      CHEN TIAN MING                                                  1,976,072             B-share
            2      CHEN JING JIAN                                                  1,352,200             B-share
            3      ZENG JUE HUI                                                    1,110,330             B-share
                   GUOTAIJUNAN                                                                           B-share
            4      SECURITIES(HONGKONG)                                                952,000
                   LIMITED
            5      LIU LI YA                                                           918,917           B-share
            6      BAO XIU ZHEN                                                        879,950           B-share
            7      OU YAN PING                                                         834,210           B-share
            8      YAO MING                                                            824,000           B-share
            9      YE QU FA                                                            809,600           B-share
          10       WU CHI LI                                                           750,000           B-share

       The Company is not aware of their associated relationship among the top ten shareholders of
       circulation share, and is unknown whether other circulation shareholders belong to the consistent
       actionist regulated by the Management Regulation of Information Disclosure on Change of
       Shareholding for Listed Companies.
       IV. Particulars about Directors, Supervisors, Senior Executives and Employees
       (I) Directors, Supervisors and Senior Executives
                                                                                                                 Amounts
                                                                                             Amounts at the
     Name          Sex       Date of birth              Title                Office term                          at the
                                                                                              year-begin
                                                                                                                 year-end
                                                                           June 26, 2009-         0                 0
Zhang Xingfu      Male        Apr. 1955              Chairman
                                                                            June 25, 2012
Ma     Chong      Male        June 1965            Vice Chairman              April 22,            0                 0



                                                                                                                            7
       Shandong Airlines Co., Ltd.                                                      2010 Annual Report



Xian                                                             2010—June 25,
                                                                      2012
Zeng                                                                June 26,        0                 0
Guoqiang          Male        Oct. 1953      Director, GM        2009—June 25,
                                                                      2012
Su Zhongmin                                Director, Standing       June 26,        0                 0
                  Male       March 1954      Deputy General      2009—June 25,
                                                Manager               2012
Xu Guojian                                  Director, Deputy                        0                 0
                                                                Jan.29,2010-June
                  Male        Nov. 1964     General Manager,
                                                                    25, 2012
                                           General Accountant
Wang                                                            June 26,2009-June   0                 0
Mingyuan          Male        Sept. 1965        Director
                                                                     25, 2012

                                                                 June 26, 2009-    0                 0
Kou Zunxian       Male        Aug. 1955         Director
                                                                  June 25, 2012
                  Fema                                           June 26, 2009-    0                 0
Wang Jieming                  June 1958         Director
                   le                                             June 25, 2012
                                             Independent         June 26, 2009-    0                 0
Wei Jincai        Male        Feb. 1950
                                               Director           June 25, 2012
                                             Independent         June 26, 2009-    0                 0
Li Chun           male       March 1957
                                               Director           June 25, 2012
                                             Independent         June 26, 2009-    0                 0
Qu Wenzhou        Male        June 1972
                                               Director           June 25, 2012
                                            Chairman of the                         0                 0
                                                                 June 26, 2009-
Wang Fuzhu        Male        June 1953      Supervisory
                                              Committee           June 25, 2012
                                                                 June 26, 2009-    0                 0
Xue Ruitao        Male       March 1961        Supervisor
                                                                  June 25, 2012
                                                                 June 26, 2009-    0                 0
Zhang Kai         Male        May 1965         Supervisor
                                                                  June 25, 2012
                                                Employee                            0                 0
                                                                 June 26, 2009-
Miao Liubin       Male        Feb. 1971    Supervisor, GM of
                                                                  June 25, 2012
                                            Flight Department
                                                Employee                            0                 0
                  Fema                     Supervisor, Deputy    June 26, 2009-
Zhou Qiaoyan                   Jan. 1975
                   le                          GM of Cabin        June 25, 2012
                                           Service Department
                                             Deputy General      June 26, 2009-    0                 0
Yu Haitian        Male        Sept. 1969
                                                 Manager          June 25, 2012
                  Fema                       Deputy General      June 26, 2009-    0                 0
Song Yuxia                     Jan. 1956
                   le                            Manager          June 25, 2012
                                            Deputy General       June 26, 2009-    0                 0
Li Qing’en       Male        Aug. 1955
                                              Manager             June 25, 2012
                                            Deputy General       June 26, 2009-    0                 0
Qiu Feng          Male         Jan. 1967
                                              Manager             June 25, 2012
Zhang                                                            June 26, 2009-    0                 0
                  Male        Oct. 1958        Chief Pilot
Qingshe                                                           June 25, 2012
                                                                 June 26, 2009-    0                 0
Xiong Jianbo      Male         Jan. 1965    General Engineer
                                                                  June 25, 2012
Dong                                        Secretary of the     June 26, 2009-    0                 0
                  Male         Jan. 1962
Qiantang                                        Board             June 25, 2012
       Note: 1. there was no change in the number of shares held by directors, supervisors and senior


                                                                                                             8
Shandong Airlines Co., Ltd.                                                               2010 Annual Report



executives in the report period.
      2. Particulars about directors, supervisors holding the post in Shareholding Company:
                                                                                        Draw remuneration
                        Name of the                                                     and allowance from
       Name             Shareholding         Position in the Shareholding Company        the Shareholding
                         Company                                                             Company
                                                                                            (Yes or no)
                    Air China             Member of Party Committee, vice                       Yes
   Ma                                     President
   Chongxian        SDA                   Chairman, President, Vice-Secretary of
                                          Party Committee
   Zhang            SDA                   Secretary     of   Party   Committee,                 Yes
   Xingfu                                 Vice-president
   Wang             SDA                   Chief Accountant                                      Yes
   Fuzhu
   Xue Ruitao       SDA                   General Manager of Financial Department               Yes
   Wang             Air China             Director of Commerce Commission                       Yes
   Mingyuan
   Zhang Kai        Air China             Senior Management of Investment                       Yes
                                          Enterprise Management of Assets
                                          Management Department
(II) Main work experiences in the near five years of the directors, supervisors and senior executives,
as well as particulars of their full time or part time posts in other units other than the shareholding
companies
                                                                              Full-time or part-time posts in
     Name                           Main work experience                        other units other than the
                                                                                shareholding companies
                    01/2004-12/2005, Deputy Mayor in Yantai;
                    12/2005 till now, Party Secretary, Vice-president of
                                                                             Chairman of Taikoo Shandong
Zhang Xingfu        SDA;
                                                                             Aircraft Engineering Co., Ltd.
                    03/2006 till now, Chairman of the Board of the
                    Company.
Ma Chongxian        09/2004-07/2006, Secretary of the Party Committee,
                    Vice General Manager in China Airline Zhejiang
                    Branch;
                    07/2006-06/2009, General Manager, Vice Secretary of
                    the Party Committee in China Airline Zhejiang Branch;
                    06/2009-04/2010, General Manager, Vice Secretary of
                    the Party Committee in China Airline Hubei Branch;
                    04/2010-now, Vice President of China International
                    Airline Co., Ltd, Chairman, President and Vice
                    Secretary of the Party Committee in Shangdong Airline
                    Group;
                    04/2010-now, Vice Chairman of the Company
Zeng                01/2004 till now, Director and General Manager of the
Guoqiang            Company.
                                                                             Chairman of the Board of
                    01/2004 till now, Director and Standing Deputy General
Su Zhongmin                                                                  Qingdao International Logistics
                    Manager of the Company.
                                                                             Centre Co., Ltd.
Xu Guojian          09/2002-10/2007, Administrative and Financial Director
                    in Macau International Airport Management Limited;
                    10/2007-01/2010, General Manager of Financial
                    Dividend in Air China Engineer Technology Branch;
                    01/2010-now, Vice General Manager and Chief
                    Accountant of the Company;
                    04/2010-now, director, vice general manager and chief


                                                                                                                9
Shandong Airlines Co., Ltd.                                                                2010 Annual Report



                    accountant of the Company.



Wang                01/2004-06/2005, Deputy General Manager of Sales &
Mingyuan            Marketing Department of Air China;
                    06/2005-07/2008,      Commissary       of     Commerce
                    Commission, General Manager of Network Proceedings
                    Department of Air China ;
                    07/2008-02/2011, Director of Commerce Commission
                    Air China;
                    03/2006, Director of the Company.
                    01/2004-03/2007, Director of Asset Management
                    Department of Shandong Economic Development and
                    Investment Company;
Kou Zunxian
                    03/2007 till now, Deputy General Manager of Shandong
                    Economic Development and Investment Company;
                    04/2005 till now, Director of the Company.
                    01/2004 till now, Director of Planning Financial
                    Department of Shandong Economic Development and
Wang Jieming
                    Investment Company;
                    03/2006 till now, Director of the Company.
                    01/2004-10/2008, Party Secretary of Civil Aviation        Independent director of China
                    Management Institute of China;                            Southern Airlines
Wei Jincai          10/2008 till now, President of Civil Aviation
                    Management Institute of China;
                    03/2006 till now, Independent Director of the Company.
Li Chun             Served as the president of Shenzhen Lawyers               Independent director of Shenzhen
                     Association before; recently occupy as the deputy        Laibao Hi-Tech Co., Ltd.
                     director of All China Lawyers Association
                     Development & Strategy Committee; Chief Researcher
                     of the China Law Research Center of Risk Investment;
                     Executive president of Guohao Research Institution
                     and Executive partner of Guohao Law Group.
                    Serve as the independent director of the Company since
                    June of 2009.
Qu Wenzhou          Served as the manager of Investment Bank Department       Independent director of Xiamen
                    in Xiamen Jianfa Entrust Investment Co.,; Post            International Airport Co., Ltd.,
                    doctorate of Tsinghua University and researcher of the    Susino Umbrella Co., Ltd.,
                    bond products in work stop of Shenhzen Stock              Zhonghe Co., Ltd., and Shenzhen
                    Exchange. Recently, serve as the deputy director of the   Laibao Hi-Tech Co., Ltd.
                    Institution of Financial Management and Account of        respectively.
                    Xiamen University and deputy department head of
                    Financial Department of Management College of
                    Xiamen University.
                    Serve as the independent director of the Company since
                    June of 2009.
                    01/2004-04/2005, Director of the Company;
                    01/2004 till now, Chief Accountant of SDA;
Wang Fuzhu
                    05/2005 till now, Chairman of Supervisory Committee
                    of the Company.
                    2004-03/2009, Minister of the Finance Department of
                    the Company;
Xue Ruitao          03/2009 till now, General Manager of Finance
                    Department of Shandong Aviation Group.
                    06/2009 till now, Supervisor of the Company.
Zhang Kai           07/2004-12/2005, Enterprise Management Department


                                                                                                                 10
Shandong Airlines Co., Ltd.                                                                2010 Annual Report



                    of Air China Limited;
                    01/2006 till now, Senior Manager of Assets
                    Management Department of Air China Limited;
                    06/2009 till now, Employee Supervisor of the Company.
                    04/2004-08/2007, Captain of the First Flying Brigade;
                    08/2007 till now, General Manager of the Flight
Miao Liubin
                    Department of the Company;
                    06/2009 till now, Employee Supervisor of the Company.
                    01/2004 till now, Deputy Head of Cabin Service
Zhou Qiaoyan        Department of the Company;
                    03/2006 till now, Employee Supervisor of the Company.
                    01/2004 till now, Deputy General Manager of the
Yu Haitian
                    Company.
                    01/2004-04/2005, Director of the Company;                 Chairwoman of the Board of
                    01/2004-05/2005, General Manager of Qingdao Branch        Qingdao Feisheng International
Song Yuxia          of the Company;                                           Aero Technical Training Co., Ltd.
                    01/2004 till now, Deputy General Manager of the
                    Company.
                    01/2004-08/2005, Chief Accountant of the Company;
                    01/2005-03/2009, Secretary of Board of Directors of the
Li Qing’en         Company;
                    01/2005 till now, Deputy General Manager of the
                    Company.
                    07/2005-03/2009, Deputy GM of Network Proceedings
Qiu Feng            Department of Air China;
                    03/2009 till now, Deputy GM of the Company.
Zhang Qingshe       01/2004 till now, Chief Pilot of the Company.
                    01/2004-05/2008, Minister of Aircraft Engineering
                    Department;
Xiong Jianbo        05/2008-12/2009, General Manager of Engineering
                    Technology Company of the Company;
                    12/2009 till now, Chief Engineer of the Company.
                    01/2004-02/2009, Minister of Enterprise Planning and
                    Development Department of Shandong Aviation Group;
Dong Qiantang       02/2009 till now, General Manager of Enterprise
                    Management of the Company;
                    06/2009 till now, Secretary of the Board of Directors.
(III) Particulars about annual payment
The payments of the directors, supervisors and senior executives of the Company were determined
according to the performances and results salary system. The allowance for each independent
director was RMB 50,000 per year individually as the basic number plus an extra allowance of
RMB 600 for every working day.
                                                                                   Total amount of annual
     Name                                   Title                                   remuneration in 2010
                                                                                  (RMB’0000, before tax)
Zeng
                   Director, General Manager                                                                99.69
Guoqiang
Su Zhongmin        Director, Standing Deputy General Manager                                                81.19
Xu Guojian         Director, Deputy General Manager, Chief Accountant                                       50.88
Wei Jincai         Independent Director                                                                      5.90
Li Chun            Independent Director                                                                      5.90
Qu Wenzhou         Independent Director                                                                      5.90
Miao Liubin        Employee Supervisor, GM of Flight Department                                             46.73



                                                                                                                    11
Shandong Airlines Co., Ltd.                                                       2010 Annual Report



                   Employee Supervisor, Deputy Head of Cabin Service
Zhou Qiaoyan                                                                                     28.15
                   Department
Yu Haitian         Deputy General Manager                                                        78.29
Song Yuxia         Deputy General Manager                                                        81.08
Li Qing’en        Deputy General Manager                                                        74.19
Qiu Feng           Deputy General Manager                                                        63.20
Zhang
                   Chief Pilot                                                                   88.39
Qingshe
Xiong Jianbo       General Engineer                                                              60.30
Dong
                   Secretary of Board of Directors                                               37.86
Qiantang
Total                                                                                          807.65
Note: Director Mr. Zhang Xingfu, Supervisor Mr. Wang Fuzhu, together with Supervisor Mr. Xue
Ruitao drew their remunerations from SDA, the controlling shareholder, not from the Company;
Director Mr. Ma Chongxian, Mr. Wang Mingyuan and Supervisor Mr. Zhang Kai drew their
remunerations from Air China, not from the Company; Director Mr. Kou Zunxian and Director Ms.
Wang Jieming drew their remunerations from Shandong Economic Development and Investment
Company, not from the Company. Director Mr. Xu Guojian drew his remunerations from the
Company since May 2010.
(IV) Particulars about changes of directors, supervisors and senior executive
1. Due to change of work, Mr. Xiao Feng designed the position of vice general manager and chief
accountant of the Company on Jan. 26 of 2010, and on Jan. 29 of 2010, the Company engaged Mr.
Xu Guojian as vice general manager and chief accountant of the Company.
2. Due to work change, Mr. Feng Gang designed the position of director and vice chairman of the
Board of the Company on Apr. 12 of 2010, and on Mar. 24 of 2010, Mr. Xiao Feng designed the
position of the Company; on Apr. 22 of 2010, the Company engaged Mr. Ma Choangxian and Xu
Guojian as directors of the Company, and on the following 2010 the 3rd extraordinary meeting of
the 4th Board of Directors elected Mr. Ma Chongxian as vice chairman of the Board of the
Company.
(V) Personnel
By the end of the report period, the Company had 4,762 employees in total. The staff structure is as
follows:
                                                                             Proportion to the total
Type of employee                                           Number
                                                                                  employees
Flight personnel                                                       567                         12%
Aircraft crew and maintenance personnel                                919                         19%

Marketing personnel (market and freight)                               815                        17%

Air host and hostess                                                   980                        21%

Ground attendant                                                       382                         8%
Financial personnel                                                    138                         3%
Others                                                                 961                        20%

By the end of the report period, there were 54 retirees in the Company.
V. Administration Structure of the Company
(I) Corporate governance
In 2010 the Company strictly in accordance with requirements of documents of the Company Law,
Security Law and the Governance Rules of Listed Companies, insisted standardized operation,
constantly perfected governance structure of internal legal persons, completed internal control


                                                                                                         12
 Shandong Airlines Co., Ltd.                                                         2010 Annual Report



 system, thus normalized behavior of the Company. We strictly conducted information disclosure
 management system, defined the charger of information disclosure, formulated procedure of report,
 submission, audit and disclosure of major events, ensured the information disclosure was real,
 accurate, complete, timely and fair; in order to enhance mutual contact with investors, we further
 defined the functional department and charger of investors relationship management, and organized
 and carried out daily management work of investors relationship; based on basic rules and specific
 guidance of internal control issued by relevant department, we formulated the Management System
 for Filing of Internal Information Insiders and Submission of External Information and the
 Accountability System for Major Errors of Information Disclosure, focused on completion and
 perfection of internal control system, improved internal control management.
 Corporate governance structure and operation mechanism are becoming completer, internal control
 mechanism are gradually built and completed, interest of shareholders gets full assurance, and the
 governance structure meets the relevant documents about governance of listed companies made by
 CSRC.
 (II) Performance of Independent Directors
 Independent directors Mr. Wei Jincai, Li Chun and Ou Wenzhou carefully implemented the Work
 Rules for Independent Directors strictly in accordance with laws and rules of the Company Law, the
 Guidance for Construction of Independent Directors in Listed Companies, and they actually
 implemented relevant duties with attitude of diligence and responsibility, and they attended
 meetings on time, learned, searched and reviewed relevant meeting materials before meetings, thus
 laid full preparation for important decision made in Board of Directors and Shareholders’ General
 Meeting. They reviewed and discussed each proposal carefully on meetings, actively participated in
 discussion and raised up reasonable opinions, carefully learned and appraised 2010 annual
 operating activities, took effective appraisal and supervision on related transaction and engagement
 of senior personnel, and issued independent opinion, fully played the function of independent
 directors, thus protected legal interests of all the shareholders especially the medium and small
 shareholders.
 1. Particulars about Independent Directors’ Attending the Board of Directors
Name      of     Present times                                      2009 Annual      2010           1st
                                 Presenting   Entrusted
independent      for the Board                            Absent    Shareholders’   Extraordinary
                                 in person    presence
directors         of Directors                            (Times)   General          Shareholders’
                                  (Times)      (Times)
                    this year                                       Meeting          Meeting
 Wei Jincai             9            9           0          0         Attendance        Attendance
  Li Chun               9            9           0          0         Attendance        Attendance
Qu Wenzhou              9            9           0          0         Attendance        Attendance
 2. Objections on the related terms of the Company offered by the independent directors:
 In the report period, there was no objection made by independent directors on related matters.
 (III) Separation of the Company and holding shareholder in business, personal, assets, organization
 and finance.
 The Company and SDA, the first largest shareholder, have been made “Five Separations” in
 business, personal, assets, organization and finance. The Company possesses the independent and
 complete business and operates independently.
 (IV) Evaluation and encouragement mechanism of senior executives
 According to the internal Temporary Rules for Performance Appraisal, the Company conducted
 evaluation on completion of personal performance contract, and took the appraisal result as basis of
 cashing performance pay, thus improved motivational effect.
 (V) Particulars about establishment and perfection of the Company’s internal control system
 1. Construction and implementation of internal control system
 According to rules of the Company Law, the Securities Law and the Basic Standards for Corporate
 Internal Control as well as related laws, rules and documents of normalizing corporate governance
 structure issued by CSRC, combining operating ways, assets structure as well as its own trait and


                                                                                                          13
Shandong Airlines Co., Ltd.                                                      2010 Annual Report



development demands of aviation transport industry, the Company gradually built internal control
system covering the basic various compliant, complete and effective operating stages of the
Company, managed risks existing in operating activities of the Company, ensured the operation
management was lawful and compliant, assets were safe, financial report and related information
were real and complete, thus boost operating efficiency and result and promoted the realization of
developing strategy of the Company. The Company will at once take rectification measurements
when internal control defects are organized because the Company set up supervision and checking
mechanism in internal control of the Company. The Board of Directors and its subordinate special
committee exerted function, in charge of reviewing operating strategy and significant decision,
while the operating management personnel took charge in daily production and operation activities
within authorized scope of Board of Directors, and relationship between liability and rights was
clear. Various internal control system were complete, and inspection of internal control has been
included in daily work and perfected, thus promised normal production and standardized operation.
2. Construction and implementation of control system for financial report
The Company has complete financial calculation and supervision system and divides the various
financial management functions clearly including capitals management, accounting calculation, cost
management, financial report, operation analysis and assets management. In accordance with the
Corporations Accounting Rules, the Corporations Financial Rules and other financial regulations,
the Company formulated calculation methods and procedure suitable for the Company, and built
corresponding inner accounting basic rules including position operation rules for personnel as well
as financial dealing procedure and system, internal check system, internal audit, original certificate
management system, property inventory system, financial revenue and expenditure audit system
and records management standards, etc.
The division of personnel of accounting institution is clear-cut with post duty system, thus each post
can distract each other and approval, execution and record function can be divided.
In order to complete corporate governance mechanism, enhance internal control of financial report
and do a better job in compiling financial report, the Company formulated the Audit Report Work
Rules for Independent Directors, Annual Report Work Rules for Audit Committee and the
Accountability System for Major Error Made in Information Disclosure and other rules and
regulations, thus fully played the appraisal and supervision function of independent directors and
audit committee.
Audit Committee of Board of Directors and independent directors supervise compiling and audit
procedure of financial report. They arrange audit plan before audit, fully discuss problems found
during audit process and major events, after completion of compiling of financial audit, the
committee reviews and approves the financial statement and audit report, and then submits it to
Board of Directors after appraisal.
All the periodic reports were timely disclosed, no delay took place, and annual audit report was
issued unqualified opinion, no major defects were found.
3. Self-assessment summary on implementation effectiveness of internal control system of the
Company in this year from the board of directors:
The Board of Directors believed that the Company built a completer legal person governance
structure, internal control system was complete and rational, internal control system had covered
various aspects and stages of business activities and internal management, conforming to relevant
laws and rules and requirements of security supervision ministry. From Jan. 1 of 2010 to the
period-end, the internal control system was complete, was effectively conducted, and there were no
control defect, problems and abnormal events with significant influence in aspects of corporate
governance, administrative management and development.
Details were on the Self-assessment Report on Internal Control of Board of Directors of Shangdong
Airline Co., Ltd (2010 annual)
4. Opinions given by Supervisory Committee on Self-assessment for The Company Internal Control


                                                                                                      14
Shandong Airlines Co., Ltd.                                                     2010 Annual Report



According to Basic Standard for Enterprise Internal Control, The Company earnestly checked the
internal control system of the Company in 2010, and drew conclusions that: the Company has built
completer internal control system and it was conducted effectively, and the self-assessment report of
internal control was real and objective in reflecting construction and operation of the internal
control system of the Company. In 2010, the Company has no such status case which violated the
Guideline of Internal Control for the Listed Companies of Shenzhen Stock Exchange or the internal
control system of the Company.
5. Independent Opinion given by Independent Board of Directors on Self-assessment for The
Company Internal control
In 2010, the Company revised and perfected internal control system in accordance with the Basic
Rules for Internal Control and its guidance, and independent directors carefully checked 2010
annual internal control with standpoint of independent judgment, believed: the Company had built
governance structure and internal control system conforming to self actual condition of the
Company in accordance with the Company Law, Governance Rules for Listed Companies and the
Basic Standardization for Corporate Internal Control and relevant national laws and rules. The
system operated well and was complete and effective, and no major defects were found in aspects
of internal control design and execution.
VI. Brief introduction to the Shareholders’ General Meeting
In the report period, the Company held two Shareholders’ General Meetings, the Annual
Shareholders’ General Meeting of 2009 and 1st Extraordinary Shareholders’ General Meeting 2010.
(I) Annual Shareholders’ General Meeting of 2009.
1. Notification, convening and holding of the Shareholders’ General Meeting
On Apr. 22, 2010, at time of 9:00, the Company held its 2009 Annual Shareholders’ General
Meeting on 31/F conference room of SDA Building. The Company notified the shareholders of the
meeting by means of Public Notice, and the notification of the meeting was published in China
Securities Journal, Securities Times and Hong Kong Commercial Daily dated Mar. 26 and Apr. 13
of 2010. Totally 8 shareholders and shareholder’s proxies with authorization from shareholders
representing 260,543,426 shares of the Company presented at the meeting, taking 65.14% of total
shares with voting right; including 259,801,000 shares of state-owned corporate shares took 64.95%
of total shares; 199,000 shares of domestic corporate share took 0.05% of total shares; 543,426
shares of domestically listed foreign shares (B stock) took 0.14% of total shares of the Company.
Chairman of the Board, Mr. Zhang Xingfu presided the meeting. The directors, supervisors and
senior executives of the Company attended the meeting. The convening and holding of the Meeting
accorded with the regulations of Company Law, Rules for Shareholders’ General Meeting of Listed
Company and Articles of Association of the Company.
2. The resolutions passed by the Shareholders’ General Meeting and the disclosure of public notice
on resolutions
Following proposals were examined item-by-item and approved by means of roll call vote in the
meeting:
(1)Work Report of 2009 Board of Directors of Shandong Airline Co., Ltd;
(2)Work Report of 2009 Independent Directors of Shandong Airline Co., Ltd;
(3)Work Report of 2009 Board of Supervisors of Shandong Airline Co., Ltd;
(4)2009 Annual Report of Shandong Airline Co., Ltd;
(5)2009 Annual Financial Statement of Shandong Airline Co., Ltd;
(6)2009 Annual Profit Distribution Plan of Shandong Airline Co., Ltd;
(7)Proposal of 2010 Annual Daily Related Transaction
(8)Proposal of Change of Persons Elected of Directors of Shandong Airline Co., Ltd;
(9)Proposal of Increase of Operating Scope of Shandong Airline Co., Ltd;
(10)Proposal of Rectification of the Charter of Shandong Airline Co., Ltd;
(11)Proposal of Continue-Recruit of Certified Public Accountants and Payment for It;


                                                                                                     15
Shandong Airlines Co., Ltd.                                                      2010 Annual Report



(12)Proposal of Transferring Two B737-800 Airplanes to Air China Limited;
(13)Proposal Shandong Stock Competed to Purchase 100% Equity of Qingdao Feisheng
Transfer-listed by Shandong Airline Group.
Decision notice of the meeting was published in China Securities Journal, Securities Times and
Hong Kong Commercial Daily on Apr. 23 of 2010.
2. Notification, convening and holding of the Extraordinary Shareholders’ General Meeting
On Aug. 28, 2010, at time of 9:30, the Company held its 2010 Annual Extraordinary Shareholders’
General Meeting on 31/F conference room of SDA Building. The Company notified the
shareholders of the meeting by means of Public Notice, and the notification of the meeting was
published in China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Aug. 12 of 2010. Totally 6 shareholders and shareholder’s proxies with authorization from
shareholders representing 260,972,700 shares of the Company presented at the meeting, taking
65.24% of total shares with voting right; including 259,801,000 shares of state-owned corporate
shares took 64.95% of total shares; 199,000 shares of domestic corporate share took 0.05% of total
shares; 972,700 shares of domestically listed foreign shares (B stock) took 0.24% of total shares of
the Company.
Chairman of the Board, Mr. Zhang Xingfu presided the meeting. The directors, supervisors and
senior executives of the Company attended the meeting. The convening and holding of the Meeting
accorded with the regulations of Company Law, Rules for Shareholders’ General Meeting of Listed
Company and Articles of Association of the Company.
2. The resolutions passed by the Shareholders’ General Meeting and the disclosure of public notice
on resolutions
Following proposals were examined item-by-item and approved by means of roll call vote in the
meeting:
(1)Proposal of Surplus Part of 2009 Annual Daily Related Transaction;
(2)Proposal of Bring in Airplanes Plan of 2010;
(3)Proposal of Applying 0.5 Billion of Financing Credit from China Airline Group Finance LLC;
(4)Proposal of Increase of Operating Scope of Shandong Airline Co., Ltd;
(5)Proposal of Rectification of Charter of Shandong Airline Co., Ltd;
Decision notice of the meeting was published in China Securities Journal, Securities Times and
Hong Kong Commercial Daily on Aug. 31 of 2010.

VII. Report of the Board of Directors
(I) Discussion and analysis to the operation
2010 was the key transition period breaking new ground for the future. Under support and
leadership of various shareholder units, the Company deeply conducted scientific thought of
development, overarched guideline to entire work, enhanced leading of strategy, seized
management one hand and development another hand, made overall arrangements and gave top
priority to what is the most important, scientifically and carefully decided, strongly promoted the
arrange of fixed work, successfully realized fabulous operation and management performance
which ensured 16 years of safe flight, made historic breakthrough in safe operation, comprehensive
interest and innovated development etc.
1. Situation of safe production kept stable, safe management improved in stability
In 2010, the Company ensured safe flight 172,000 hours plus 94,700 flights, respectively up 14.2%
and 8.9% over the same period of last year, no insecurity events beyond transport accidents
symptom arising from the Company; smoothly passed the SMS supplementary appraisal of civil
aviation administration, and became the first series of airline companies which got SMS operating
standards; for the second time awarded with the Top Reliability Award for Mission CRJ-200 Fleet
in Bombardier Asian Area, and put an end to parking in air of engine for 9 years; realized safe flight
for 16 years and got the One Star of Safe Flight of national civil aviation.


                                                                                                      16
Shandong Airlines Co., Ltd.                                                                2010 Annual Report



2. Scientifically organized production, and the interest level climbed on a historic height
In 2010, the Company completed total traffic mileage 1.178 billion kilometers, passengers transport
volume 9.346 million persons, goods and mail transport volume 99,800 tons, respectively up 21.4%,
19.6% and 22.7% over the same period of last year; realized operating income of RMB 7.293
billion, up 35.90% over the same period of last year; total profit amount of RMB 0.845 billion, up
109.38% over the same period of last year;.
3. Started construction of service system of entire procedure, and the service quality was constantly
improved
On-schedule rate of flights in 2010 was 79.02%, ranking the 3rd position of the entire civil aviation;
degree of satisfaction of passengers was 89.78%, upper than average level of the industry;
complaint rate of passengers was 0.021 time per 10,000 persons, down 0.003 time over the same
period of last year; luggage error rate was 0.362 time per 1,000 pieces, down 0.07 time over the
same period of last year; successfully accomplished service guarantee tasks of World Expo, Asian
Games and Asian Games for Disabled; ranked the 150th in evaluation of the 500 Most Valuable
Brands in China, up 10 positions comparing with last year.
4. Completed main projects of organization transformation, internal control and management was
preliminarily built
Comprehensively completed installation of personnel and posts as well as payment reform, set up
and completed order installation of posts, realized multiple channels development of staffs. On
basis of increment reform, regulated optimization of remuneration structure, gave prominence to
value of posts, enhanced remuneration motivation effect. Conducted and organized innovated
looking back activities, further divided and defined responsibility of function department.
(II) Particular about operational in report period
1. Main business scope and its operational status
Approved business scope of the Company: business of air passenger/freight transportation of
international/domestic; hotel catering(sub-organization only); maintenance of air equipment;
personnel training of civil air; insurance agent(air accident insurance; business permit for
concurrent-business insurance agency expired at September 3, 2012); agent between the airlines;
ground business related to main business; sales of air materials, general merchandise(food
excluded),craft and souvenir; retail of tobacco products(Qingdao Red Crowned Crane Hotel only);
air materials lease; business service; conference service; transport agent service; air cargo storage;
labor provided( provided flight service to air lines in China)(limited commodity of state trading not
involved in the business scope)
2. Constitution of main business of the Company
(1)Main business classified by industries                         Unit: RMB’0000
Main business classified by industries

                                                                Operation       Operation
                                                                  income            cost
                                                               increased or    increased or Gross profit increased
     Industry or          Operation      Operation     Gross     decreased       decreased      or decreased
      products             income          cost      profit(%) compared to     compared to compared to same
                                                               same period     same period period of last year (%)
                                                                of last year    of last year
                                                                    (%)             (%)
Aviation
                                                                                          Up 1.36 percentage
transportation          717,330.54 545,972.00         23.89%        36.00%         33.62% point
service
Logistics
                                                                                            Up 8.8 percentage
transportation                1,337.88      246.53    81.57%        90.71%         29.05% point
service




                                                                                                                17
Shandong Airlines Co., Ltd.                                                         2010 Annual Report



Hotel and        food                                                              Up 1.54 percentage
service                       2,541.41   2,081.58   18.09%     10.57%        8.53% point

(2)Main business classified by areas
                                                                        Unit: RMB’ 0000
                                                                              Operating income increased or
                         Area                        Operating income         decreased comparing to same
                                                                                 period of last year (%)
Domestic                                                       694,311.49                            34.56%
Overseas                                                        12,942.22                            45.66%
Area                                                          13,956.12                       150.98%
3. Operations and achievements of holding and share-join companies
(1) Qingdao Feisheng International Aviation Technology Development Co., Ltd.
In reporting period, controlled subsidiary Qingdao Feisheng International Aviation Technology
Development Co., Ltd. realized net profit RMB 3,474,500. Till period-end total assets was RMB
62,920,900, net profit RMB 47,001,700.
(2) Qingdao International Airlines Logistics Center Co., Ltd.
In reporting period controlled subsidiary Qingdao International Airlines Logistics Center Co., Ltd.
realized net profit RMB 702,500. Till period-end total assets was RMB 48,636,900 and net assets
was RMB 44,141,800.
(3) Shandong Airlines Rainbow Jets Co., Ltd.
In reporting period, controlled subsidiary Shandong Airlines Rainbow Jets Co., Ltd. realized net
profit RMB -45,226,100. Till period-end total assets was RMB 15,940,200 and net assets was RMB
-163,325,600.
(4) Sichuan Airlines Co., Ltd.
In reporting period, controlled subsidiary Sichuan Airlines Co., Ltd. realized net profit RMB
295,073,900. Till period-end total assets was RMB 13,790,576,100 and net assets was RMB
956,528,500.
(5) Travelsky Technology Limited
Travelsky Technology Limited, which the Company joined shares in, has not finished the 2010
audit work till now.
(6) Jinan International Airport Co., Ltd.
Jinan International Airport Co., Ltd., which the Company joined shares in, has not finished the 2010
audit work till now.
4. Main suppliers and customers
The total amount of purchases to the top five suppliers took up 38.55% (mainly were purchase of jet
fuel, aircraft and aircraft catering) of the total annual amount of sales of the Company. The total
amount of sales to the top five customers took up 9.42% of the total annual amount of sales of the
Company.
(III)Investment of the Company
1. In the report period, there was no proceeds raised or application of proceeds raised in the
previous period but lasted to this report period in the Company.
2. In the report period, the Company had no investment with non-raised proceeds.
(IV) Financial status of the Company in the report period
1. There was no change of accounting policy and accounting estimation, and correction of
accounting error in reporting period.
2. Assets constitution and reasons for the changes
(1) Significant change in assets constitution of the Company compared to that of the same period of


                                                                                                         18
           Shandong Airlines Co., Ltd.                                                                       2010 Annual Report



           last year during the report period
                                                                                                                       Unit: RMB
                                           2010-12-31                    2009-12-31              Increase
                                                                                                    or
                                                                                                 decrease
                                                                                                 scope in
                                                                                                                  Scope of change in
           Items                                        Proporti                         Propo   amount
                                         Amount                       Amount                                         proportion
                                                          on                             rtion   compare
                                                                                                 d to that
                                                                                                  of last
                                                                                                 year (%)
                                                                                                               Up 1.34 percentage
Monetary assets                   333,572,647.76          3.74%    194,065,742.69        2.40%    71.89%
                                                                                                               points
                                                                                                                 Up0.02 percentage
Interest receivable                  1,409,528.13         0.02%                      -   0.00%
                                                                                                                       points
                                                                                                 -100.00       Down 0.02 percentage
Dividends receivable                              -       0.00%      1,617,642.00        0.02%
                                                                                                       %       points
                                                                                                                Up 0.4 percentage
Accounts receivable               192,444,914.49          2.16%    142,545,895.96        1.76%    35.01%
                                                                                                                       points
Other              accounts                                                                                     Up 0.54 percentage
                                  224,905,440.68          2.52%    160,552,013.99        1.98%    40.08%
receivable                                                                                                             points
                                                                                                                 Up 5.29 percentage
Construction in progress          937,253,250.34        10.50%     422,277,445.58        5.22%   121.95%
                                                                                                                       points
Deferred     income      tax                                                                                     Up0.29 percentage
                                  126,735,195.78          1.42%    91,836,911.34         1.13%    38.00%
assets                                                                                                                 points
                                 1,001,269,036.7                                                                 Up 2.08 percentage
Short-term loan                                         11.22%     739,819,020.88        9.14%    35.34%
                                               3                                                                       points
Accounts      received    in                                                                                     Up0.81 percentage
                                  202,453,668.78          2.27%    117,956,240.43        1.46%    71.63%
advance                                                                                                                points
Remuneration of staffs                                                                                           Up0.98 percentage
                                  236,150,660.44          2.65%    135,033,537.40        1.67%    74.88%
payable                                                                                                                points
                                                                                                                 Up 0.06 percentage
Interests payable                    9,656,528.23         0.11%      4,001,134.66        0.05%   141.34%
                                                                                                                       points
                                                                                                                 Up 0.48 percentage
Other un-current liability         73,390,628.74          0.82%    27,718,573.00         0.34%   164.77%
                                                                                                                       points

           (2)Reason for change

                Item                                                     Explanations

                                   Corresponding guarantee money for financing of Huilida term of money management
     Monetary assets
                                   increased.
     Interest receivable           Interest income within 1 year arising from guaranty money for deposits.
                                   Dividend receivable form Travelsky Technology Limited had arrived.
     Dividends receivable
     Accounts receivable           Sales increased and partial affiliated income from China Airline hadn’t been calculated.
     Other        accounts         Leased airplanes increased, produced import guarantee for airplane maintenance and
     receivable                    purchased airplanes.
     Construction        in
                                   Payment by installments for purchasing airplanes
     progress
     Deferred income tax
                                   Withholding assets for overhaul fees increased.
     assets


                                                                                                                                  19
     Shandong Airlines Co., Ltd.                                                                  2010 Annual Report



                             The Company applied payments by agreement this year thus short-term financing
 Short-term loan
                             increased.
 Accounts received in        Transportation of the Company increased, average ticket price improved as well as spring
 advance                     festival arrived.
 Remuneration of staffs
                             Withholding year-end bonus at year-end increased.
 payable
 Interests payable           Settle interest’s period of partial short financing of the Company lasts 1 year.
 Other        un-current     Interests from bonus point for frequent flyer of this period increased, and special
 liability                   subsidies for civil aviation energy-saving and emission-reducing project arrived.
     3. Changes on the main financial data of the Company occurred in the report period
                                                                                                             Unit: RMB
                                                                        Increase or         Reason for change
       Item                        2010                2009               decrease
                                                                         scope (%)
                                                                                      Transportation          capacity
                                                                                      increased, average ticket
Operating income         7,292,615,957.10       5,366,113,363.68          35.90%      price and passenger load
                                                                                      factor increased over the
                                                                                      same period of last year.
                                                                                      Transportation          capacity
                                                                                      increased, average jet fuel
Operating cost           5,487,590,890.83       4,110,033,275.19          33.52%
                                                                                      increased over the same
                                                                                      period of last year.
                                                                                      Income        increased       and
                                                                                      corresponding commission
Sales expense            480,347,949.12          346,387,720.51           38.67%
                                                                                      charge for ticket reservation
                                                                                      service increased.
                                                                                      Due to the management
                                                                                      expenses       calculation     of
                                                                                      employees’ social insurance
                                                                                      and house public reserve last
                                                                                      year. According to the
Administration                                                                        department employees served
                         136,465,813.62          228,619,847.42          -40.31%
expense                                                                               in during the year in aspect
                                                                                      of operation cost, sales
                                                                                      expense and management
                                                                                      expenses, all resulted in a
                                                                                      dramatically        down       in
                                                                                      management expenses.
                                                                                      RMB        appreciated       thus
Financial expense        150,515,922.36          251,871,219.83          -40.24%      exchange earnings increased
                                                                                      substantially.
                                                                                      Provision for bad debts
Loss from assets
                           1,163,320.01             239,449.15           385.83%      according to accounting
devaluation
                                                                                      policy.
Interest        from                                                                  Change range of fair value of
change     of     fair    -5,916,809.38          -12,118,965.63          -51.18%      tradable financial assets
value                                                                                 decreased over last year.
                                                                                      Investment              earnings
                                                                                      produced        from      actual
Investment
                          -1,720,112.18           3,715,867.94           -146.29%     delivery of tradable financial
income
                                                                                      assets     in     this    period
                                                                                      decreased over last year.
                                                                                      Funds return of basic
Non-revenue
                          29,012,243.89          155,122,260.87          -81.30%      facilities construction about
receipt
                                                                                      civil aviation of last year.


                                                                                                                          20
         Shandong Airlines Co., Ltd.                                                                2010 Annual Report



    Income            tax                                                              Earnings of        this   period
                             209,969,159.25          100,618,103.42       108.68%
    expense                                                                            increased.
         4. Measurement attributes adopted for the main assets
         The Company started to implement the new Accounting Standard for Enterprise since Jan. 1st of
         2007. In the report period, no significant change had happened to the measurement attributes
         adopted for the main assets of the Company. Details of the measurement attributes are available in
         Notes to Financial Report.

         5. Constitution of cash flow of the Company, and particulars about the items which received
         significant changes compared to those of last year and reasons for the changes
         (1) Constitution of the cash flow
                                                                                          Unit: RMB
                                                                                                      Increase or decrease
                                                                                                      occurred in this year
                     Item                               2010                    2009
                                                                                                     compared to that of last
                                                                                                            year (%)
  Net cash flow arising from operating
  activities
                                                  1,675,078,629.81       1,317,347,150.42                                27.16%
  Net cash flow arising from
  investment activities
                                                 -1,141,365,886.06        -672,532,927.01                                69.71%
  Net cash flow arising from financing
  activities
                                                   -434,317,159.48        -640,382,266.73                           -32.18%
  Influence on cash and cash
  equivalents from change of exchange                   -122,729.57               -35,585.75                        244.88%
  rate
  Net increase in cash and cash
  equivalents
                                                     99,272,854.70              4,396,370.93                       2158.06%
         (2) Particulars about the significant changes in cash flow compared to that of last year and reasons
         for the changes during the report period
                                                                                                  Unit: RMB
                                                                                   Increase or
                                                                                    decrease
                                                                                 occurred in this
         Items                            2010                    2009                                    Reason for change
                                                                                 year compared
                                                                                  to that of last
                                                                                    year (%)
Cash received         form
                                                                                                     Amount of tickets sale
selling     goods      and      7,352,842,476.95           5,372,538,176.19             36.86% increased.
offering labors
                                                                                                     Funds return of basic
Other received cash
                                                                                                     facilities      construction
relevant to operating                   97,024,882.28          144,094,051.53          -32.67%       about civil aviation of last
activities
                                                                                                     year.
Cash paid for purchasing                                                                             Transportation      capacity
goods and accepting             4,295,519,127.79           3,288,589,954.21             30.62%       increased, corresponding
labors                                                                                               cost expense increased.
                                                                                                     Number of staff increased
Cash paid to and for
staffs
                                       827,331,854.08          614,147,622.35           34.71%       thus           remuneration
                                                                                                     increased.
                                                                                                     Income      and     earnings
                                                                                                     increased by a large
Various paid taxes                     497,696,065.27          199,428,230.46          149.56%       margin,       corresponding
                                                                                                     taxes increased.




                                                                                                                           21
         Shandong Airlines Co., Ltd.                                                      2010 Annual Report



                                                                                            Sales scale expanded thus
Other paid cash relevant                                                                    cash for corresponding
to operating activities
                                       154,241,682.28      97,119,270.28         58.82%     sales and management
                                                                                            expense increased.
                                                                                            Equity of both last year and
Cash from earnings of
investment
                                         2,853,033.15       2,098,225.94         35.97%     this year were regained in
                                                                                            current period.
Net amount of cash from
disposal of fixed assets,                                                                   Transferred the purchasing
intangible assets and
                                            26,880.00     327,572,914.09        -99.99% airline right in last year.
other long-term assets
Net amount of cash paid
for      purchase      of                                                                   Purchased     equity      of
subsidiary and other
                                        43,095,223.17                  -                    Feisheng.
operating units
                                                                                            Deposit        paid      for
Cash paid for other                                                                         purchasing airplanes and
investment activities
                                        15,902,881.83                  -                    loss from actual deliver of
                                                                                            Interest Rate Swaps.
                                                                                            Reflected current notes
Cash paid for other                                                                         financing               and
financing activities
                                        11,459,417.00                  -                    corresponding revenue and
                                                                                            expenditure of deposit.
                                                                                            Accounts paid for loans of
Cash paid for debts             1,543,956,930.32        2,345,081,757.10         -34.16% this period decreased.
         (V) Influence on the Company brought by change in operation environment, macro-policy and laws
         and regulations
         1. From view of external environment, the macro economic environment and industry developing
         environment will constantly go on well, but bigger uncertainty still exists, and disequilibrium and
         disequilibria development will be focused. Development of global economy will recover possibly,
         development of emerging economies is still strong; our country will implement active finance
         policy and stable monetary policy, steady rapider growth will keep in economy; domestic civil
         aviation transport possibly keep a growth with 2 double figure, entire industry turns out favorable
         tendency of demands exceeding supply.
         2. At the same time we should see that domestic pressure of inflation is constantly expanding,
         expectations of raising interest seem obvious, financing environment is tightening; Expectation of
         price of jet fuel is high; airspace, airlines, traffic rights and time resources are becoming tight;
         industry supervision administration will conduct server regulation policy; security situation of air
         force will be more rigorous.
         (VI) Explanation of the Board of Directors on interpretative explanatory paragraph in the auditors’
         report
         Reanda Certified Public Accountants audited Financial Report 2010 of the Company and presented
         standard unqualified Auditor’s Report.
         (VII) Prospects of the future development of the Company and work plan of the Board of Directors
         for year 2011
         2011 is the opening year of the Twelfth Five-Years Plan and the basic year of leaping development
         realization. Work and quality of this year will determine the medium and long-term remaining
         ability and competitiveness of the Company. Therefore we should find the focus of work, grasp the
         core, and firm the development base. Faced with complicated and changeable operating
         environment, we should positively and carefully deal with them, conduct effective operation tactics,
         and more important, work hard in internal performance, improve the core competitiveness, and
         build constant competitiveness.



                                                                                                               22
Shandong Airlines Co., Ltd.                                                   2010 Annual Report



Work plans for the Board of Directors of the Company in 2011:
1. Constantly seize the system construction, and further improve corporate governance level
Rapid development of China security market and gradual completion of supervision system asked
for new requirements for the governance of the Company, and also brought new developing
opportunity and challenge for the Company. The Company should further enhance construction of
various management systems, and tease, revise, enrich and complete internal control system of the
Company comprehensively and systemically, strengthen management function, constantly improve
corporate governance and boost health and stable development of the Company.
2. Play the function of special committee, further complete function of the Board of Directors
Various subordinate special committees of the Board of Directors consist of senior accountants as
well as experts in law and civil aviation. In 2011, we should further play the function of various
special committees, and play a positive role in internal control and corporate governance.
3. Enhance internal control construction, further improve internal control level
In 2011 the Company will further perfect relevant system of internal control, complete corporate
governance structure, improve governance level, gradually involve the internal control in present
management system, further boost implementation capacity and operation and production level and
anti-risk capacity, promote the sustainable development of the Company.
(VIII) Capital needs in realizing operation plan, using plan and capital source
In 2011, the existed financial structure and loans arrangement from bank could satisfy capital need
in normal operations of the Company.
(IX) Routine work of the Board of Directors
1. The Board of Directors of the Company totally held 9 meetings in 2010
(1) On Jan.8, 2010, the Company held the 2010 1st Extraordinary Meeting of the 4th Board of
Director voting in communication. The public notice of the resolutions of the Meeting was
published on China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Jan.9, 2010.
(2) On Jan.29, 2010, the Company held the 2010 2nd Extraordinary Meeting of the 4th Board of
Director voting in communication. The public notice of the resolutions of the Meeting was
published on China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Jan.30, 2010.
(3)On Mar. 24, 2010, the Company held the 2010 4th Meeting of the 4th Board of Director voting in
communication. The public notice of the resolutions of the Meeting was published on China
Securities Journal, Securities Times and Hong Kong Commercial Daily dated Mar. 26, 2010.
(4) On Apr. 22, 2010, the Company held the 2010 3rd Extraordinary Meeting of the 4th Board of
Director voting in communication. The public notice of the resolutions of the Meeting was
published on China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Apr. 23, 2010.
(5) On Aug. 10, 2010, the Company held the 2010 4th Extraordinary Meeting of the 4th Board of
Director voting in communication. The public notice of the resolutions of the Meeting was
published on China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Aug. 11, 2010.
(6) On Aug. 28, 2010, the Company held the 2010 5th Extraordinary Meeting of the 4th Board of
Director voting in communication. The public notice of the resolutions of the Meeting was
published on China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Aug. 31, 2010.
(7) On Sep. 29, 2010, the Company held the 2010 6th Extraordinary Meeting of the 4th Board of
Director voting in communication. The public notice of the resolutions of the Meeting was
published on China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Sep. 30, 2010.
(8) On Oct. 25, 2010, the Company held the 2010 7th Extraordinary Meeting of the 4th Board of


                                                                                                   23
Shandong Airlines Co., Ltd.                                                                   2010 Annual Report



Director voting in communication. The public notice of the resolutions of the Meeting was
published on China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Oct. 26, 2010.
(9) On Dec. 22, 2010, the Company held the 2010 8th Extraordinary Meeting of the 4th Board of
Director voting in communication. The public notice of the resolutions of the Meeting was
published on China Securities Journal, Securities Times and Hong Kong Commercial Daily dated
Dec. 24, 2010.
2. The implementation of the resolutions of Shareholders’ General Meeting by the Board of
Directors
In the report period, according to the requirements of the relevant laws and regulations of Company
Law, Securities Law and Articles of Association, the Board of Directors of the Company seriously
implemented various resolutions approved by Shareholders’ General Meeting strictly in compliance
with the resolutions and authorization of Shareholders’ General Meeting.
(1) The implementation of profit distribution of the Company of 2009
The Shareholders’ General Meeting 2009 was held on April 22, 2010 for approved the Pay-out Plan
for Bonus and Dividend of 2009: Based on total share capital of the Company 400,000,000 shares,
distributed RMB 2.00 (tax included) in cash for each 10 shares to all shareholders of the Company.
Total dividend amounting to RMB 80 million and completed on June 18, 2010.
Particulars about the cash bonus of the Company in previous three years


                                                                                                        Unit: RMB

                                  Net profit attributable to         Ratio of net profit
        Amount of cash
                              shareholders of listed company in attributable to shareholders   Profit available for
             bonus
                               consolidated statement of bonus      of listed company in     distribution in the year
         (tax included)
                                             year                  consolidated statement

2009 80,000,000.00                          302,282,325.68                          26.47%       308,668,390.11

2008                 0.00                    80,981,442.68                           0.00%         36,471,405.69

2007                 0.00                    68,171,958.24                           0.00%       -39,938,895.93
(2) The Board of Directors of the Company strictly implemented other various resolutions approved
by Shareholders’ General Meeting, actively arranged the production and operation, investment
disposal, fundamental construction and aircraft introduce etc..

(X) Profit Distribution Preplan or Preplan on Converting Capital Public Reserve into Share Capital
Audited by Reanda Certified Public Accountants accordance with Accounting Standards for
Business Enterprise, the Company realized net profit of RMB 633.69 million in 2010.Till end of the
December 31, 2010, profit of RMB 858.42 million was available for distribution for parent
company.
In order to return the shareholder’s supports for many years, and meanwhile, consider the long-term
development of the Company, the Board plans to submit the 2010 profit distribution plan to the
shareholders’ general meeting, as follows:
1. Withdrawal of current statutory surplus reserve amounts to RMB 63.37 million.
2. Plans to distribute cash bonus amounting to RMB 120.00 million , taking the total shares
400,000,000 of the Company ended as Dec. 31, 2010 as the base, the cash bonus for each 10 share
is RMB 3.00(Tax included).



                                                                                                                   24
Shandong Airlines Co., Ltd.                                                    2010 Annual Report



The profit distribution preplan would be handed into the 2010 Shareholders’ General Meeting of the
Company for examination and discussion.
(XI) Duty implementation of the Audit Committee of the Board of Directors
In the report period, according to the requirements of Articles of Association and Work Rules of
Audit Committee of Shandong Airlines Co., Ltd., the Audit Committee issued opinions on the
various periodic reports and event about the re-engagement of certified public accountant. The
following conclusion on the 2010 auditing work as:
1. Audit committee and auditors of public accounting firm fully contacted as for audit plan and
work arrangement, ensured the issue date of audit report. In process of audit, audit committee urged
public accounting firm to submit audit report in due time according to audit plan. After audit
accountants issued preliminary audit opinion and before the Board of Directors audited annual
report, audit committee communicated with registered accountants, and learned there was no major
problem in audit process. After appraisal, audit committee believed that there was no major
difference between the financial statement before audit and the one after audit, and the latter one
really reflected the financial condition of the Company.
2. Audit Committee believed, the financial statement after audit and financial report were
conforming to accounting rules and relevant rules of the Corporate Accounting Rules, and it could
faithfully reflect production and operation of the Company, financial data was accurate, leaking no
major information, thus agreed to submit it to the Board of Directors. Audit Committee issued
conclusion report as for audit of authorized auditing firm, thought that auditors carefully and
responsibly accomplished annual audit, and proposed to the Board of Directors. Reanda Certified
Public Accountants will be engaged by the Company in 2011.
(XII) Duty implementation of the Remuneration Committee of the Board of Directors
The Remuneration Committee made examination on the remuneration of the directors, supervisors
and senior executives of the Company disclosed in the 2010 Annual Report and offered the
following opinions: the present remuneration system of the Company was made according to the
regulated decision-making procedure; the remuneration of the directors, supervisors and senior
executives of the Company was in compliance with relevant regulations; the remuneration of
relevant personnel disclosed in the 2010 Annual Report of the Company was real and accurate.



                              VIII. Report of the Supervisory Committee
(I) Particulars about the work of Supervisory Committee
In 2010, the Supervisory Committee exerted the duties authorized by Company Law of the P.R.C.
and the Articles of Association of the Company according to laws with assiduity and responsibility,
actively implemented supervision functions on the Company’s operating decision-making, financial
status, the responsibility and behaviors of directors and senior managers in the period and tried to
safeguard the rights and interests of the shareholders.
The Supervisory Committee had hold five meetings of the Supervisory Committee and attended all
Shareholders’ General Meetings and meetings of the Board in 2010.
In the report period, particular about the Meetings of Supervisory Committee and comments:
1. On January 8, 2010, the Supervisory Committee held a meeting to comment on the Proposal of
Accounting Estimation Alteration of Shandong Airlines Co., Ltd., which was proposed by the 1st
Extraordinary Shareholders’ General Meeting 2010 of the 4th session of the Board.
2. The 2nd meeting of the 4th session of Supervisory Committee was held by the Company on March
24, 2010. The meeting examined and approved the following proposals:
(1) The 2009 Working Report of Supervisory Committee of Shandong Airlines Co., Ltd.;
(2) The 2009 Annual Report and Summary of Shandong Airlines Co., Ltd;
(3) Self-Evaluation Report on Internal Control of the Company (2009)
Announcement resolutions of the meeting were published at China Securities Journal, Securities


                                                                                                    25
Shandong Airlines Co., Ltd.                                                    2010 Annual Report



Times and Hong Kong Commercial Daily dated March 26, 2010.
3. The meeting of Supervisory Committee was held by the Company on April 22, 2010, and
approved the 1st Quarterly Report 2010 of Shandong Airlines Co., Ltd.
4. The meeting of Supervisory Committee was held by the Company on August 28, 2010, and
approved the Semi-Annual Report 2010 of Shandong Airlines Co., Ltd and its Summary.
5. The meeting of Supervisory Committee was held by the Company on October 25, 2010, and
approved the 3rd Quarterly Report 2010 of Shandong Airlines Co., Ltd.
(II) Independent Opinions of the Supervisory Committee on relevant events in 2010
1. Operation according to laws
In 2010 the Company operated according to relevant national laws and rules, provision of Company
Charter as well as decision and authorization of Shareholders’ General Meeting and the Board of
Directors; major decision was scientific and reasonable, deciding process was lawful; directors and
senior executives were diligent and responsible when performing their duties, and no behaviors
against law, rules as well as company charter or doing harm to interest of the Company and
shareholders were found; operators of the Company carefully performed various decisions of the
Board of Directors, tightly seized opportunity, got over various difficulties, exceedingly completed
production and operation plan made at year-begin and profiting goals, and no behaviors against
rules was found in operation.
2. Finance management of the Company
In 2010, the board of supervisors carefully investigated finance system, internal control system and
financial condition of the Company, and audited accounting statement and financial information of
the Company, believed: compiling of the financial statement conformed to relevant rules of the
Corporate Accounting System and the Corporate Accounting Rules, the internal control system of
financial accounting was complete, no major information was left out and no false information was
recorded. The financial condition and operating performance as well as cash flow were in a better
situation, the 2010 annual report could truthfully reflect financial condition and operation
performance of the Company.
3. Particular about external guarantee and fund occupation
In 2010, the Company no external guarantee occurred, and no fund occupation on non-operating
capitals by largest shareholders and no other violation of shareholders’ interest occurred either.
4. Opinions on self-evaluation on internal control of the Company from Supervisory Committee
The Supervisory Committee believes that: a perfection internal control system was established by
the Company with an effective-ness execution. The self-evaluation report on the internal control of
the Company shows a true and objective situation on the establishment and execution of the internal
control system of the Company.

                                    IX. Significant Events
(I) The Company has not been involved in significant lawsuits or arbitrations in the report period.
(II) The Company has no bankruptcy and reforming in the report period.
(III) The Company holds 8,697,000 shares of Chinese Information Network Incorporation of Civil
Aviation which is listed in Hong Kong Exchanges and Clearing Limited. The nature of these shares
is non-circulating domestic shares.
The Company holds no share equity of other listed companies, or equity of financial enterprises
such as joint stock commercial banks, securities companies, insurance companies, trust companies
and futures companies.
(IV) Purchase and sale of assets and merger of the Company in the report period
1. The first biggest shareholder Shangdong Airline Group sold 100% equity of holding Qingdao
Feisheng International Aviation Technology Development Training Co., Ltd (Qingdao Feisheng)
with sticker price of RMB 50,740,053 in Shanghai United Assets and Equity Exchange on Dec. 21
of 2009. The Company successfully applied the bid with RMB 50,740,053 (Details on notice


                                                                                                    26
Shandong Airlines Co., Ltd.                                                     2010 Annual Report



2010-07). On Nov. 29 of 2010, the Company completed the industry and commerce registration
procedure about equity change of Qingdao Feisheng in Chengyang District Trade and Industry
Bureau of Qingdao City. Thus Qingdao Feisheng became the wholly-owned subsidiary of the
Company.
2. The 2010 4th extraordinary meeting of the 4th board of directors held on Aug. 10 of 2010
reviewed and approved the Proposal of Disposal of Assets of Yantai Red Crowned Crane Hotel
(details on notice 2010-21), and planed to dispose property and land of Red Crowned Crane Hotel
as well as relevant affiliated facilities in way of public auction, which was in process of disposal.
3. The 6th extraordinary meeting of the 4th board of directors held on Sep. 29 of 2010 reviewed and
approved the Proposal of Purchase of 30% Equity of Qingdao International Aviation Airline
Logistic Center Co., Ltd. (details on notice 2010-27), which decided to 30 equity of Qingdao
International Aviation Airline Logistic Center Co., Ltd. (Qingdao Logistic) held by Fuji
International Investment Co., Ltd. with RMB 24.51 million. After the completion of purchase,
Qingdao Logistic will become the wholly-owned subsidiary of the Company, which is in industry
and commerce registration change procedure.
(V)There is no implementation of stock option incentive plan of the Company in the report period.
(VI) Significant related transaction
The Company has some related transactions with its major shareholders and their subordinate
companies at present. These related transactions are necessity for the Company and are unavoidable.
Before the transactions, the Company has already fully considered the quality, price and efficiency
of the services and goods provided by the related parties and also made analysis and comparison on
the market environment. The independent directors of the Company presented opinions on the
related transactions which believed that the Company and the related parties made the deals with
market principles of open, equality and justice, the transaction price was fair and there was no
behavior hurting profit of other shareholders.
1. Purchasing and selling merchandise, providing and accepting service
(1) In the report period, airplane maintaining fee of RMB 78.338 million has occurred between the
Company and Taikoo (Shandong) Aircraft Engineering Co., Ltd. This transaction amount took
proportion of 16.75% in the same kind transactions. The Company paid for this transaction in cash
according to the market price.
(2) In the report period, the co-operation flight between the Company and Air China Limited was
RMB 14.9855 million and should be transaction according to the negotiation price within the two
parties.
(3) The related transactions about the routine operations in 2010
                                                                                      Unit: RMB’0000




                                                                                                     27
Shandong Airlines Co., Ltd.                                                    2010 Annual Report




   Type of related                                              Details on related
                                         Related party                                   Amount
      transaction                                                  transaction
Labor     provided       to Air China Limited                  Labor payment                    1300
related party                               Subtotal                                            1300
                                                         Rent of office and
                              Shandong Aviation Group                                           1180
                                                          accommodation
                    Taikoo      (Shandong)      Aircraft Airplane
                                                                                                7834
                    Engineering Co., Ltd                 maintenance
                    Shandong Xiangyu Aero Technical
                                                         Maintenance charge                     2994
                    Services Co., Ltd.
                                                         Ground      service
Labor received from Air China Limited                                                           1412
                                                         expense
 related party                                           Ground      service
                    Air China Cargo Co., Ltd.                                                       219
                                                         expense
                                                         Training fee for
                    Shenzhen Airlines                                                               341
                                                         pilots
                    Sichuan     International   Airlines
                                                         Maintenance charge                     2704
                    Engineer Maintenance Co., Ltd.
                                   Subtotal                                                    16684
                    Shandong Aviation Group              Guarantee charge                        145
                              Shandong Xiangyu Aero Technical Sales    of   aviation
                                                                                                    385
Other related                 Services Co., Ltd.                materials
                              Air China Limited                Airline association              1499
transaction                   Air China Limited                Wet lease                       63757
                              Air China Cargo Co., Ltd.        Cargo association                 449
                                            Subtotal                                           66235


2. The Company and its controlling shareholder’s cooperative investment
The Company had no cooperative investment with its controlling shareholders in the report period.
3. Credits and liabilities between the Company and related parties
There are no newly increased credits and liabilities between the Company and related parties in the
report period.
(VII) Significant contracts and implementation
1. There are no assets entrustment, contract and lease in the report period.
2. In the report period, the Company had no external significant guarantee.
3. In the report period, the Company had no entrusted financing.
4. Other significant contracts
Up to the end of the report period, the accumulated amount of long-term and short-term borrowings
of the Company amounted to RMB 4,552,613,800.
The Company had no other significant contracts which were not disclosed.
(VIII) The Company had not entrusted anyone to manage its cash assets in the report period


                                                                                                     28
    Shandong Airlines Co., Ltd.                                                                2010 Annual Report



    (IX) Significant commitment in the report period
    Concerning the competing bid for 100% equity of Qingdao Feisheng, first largest shareholder of the
    Company—Shangdong Aviation Group made the compensation commitment of profit forecast
    based on the Evaluation Report: calculated based on the profit method, net profit of Qingdao
    Feisheng predicted respectively as RMB 4.8049 million, RMB 5.3614 million and RMB 5.7784
    million in future 3 year. The Company will suffer from losses if the future operation performance of
    Qingdao Feisheng does not reach the profit forecast under the premise of evaluation basis sustained,
    Shangdong Aviation Group promise cash compensation due to the above losses.
    Qingdao Feisheng earned its profit commitment in first year, Shangdong Aviation Group no cash
    compensation to the Company needed.
    (X) Engagement of Certified Public Accountants
    In the report period, the Company continued to engage Reanda Certified Public Accountants as
    Auditing Organization of the Company. 2009 Annual Shareholders’ General Meeting examined and
    approved the Proposal on Renewal of Engaging CPA and its Remunerations, the Company engaged
    Reanda Certified Public Accountants as 2010 Auditing Organization of the Company. In the report
    period, the Company should pay the annual auditing fee of RMB 600,000. The aforesaid auditing
    organization has provided auditing services to the Company for the 7th year.
    (XI) In the report period, the Company and the Board of Directors have not received check,
    administrative punishment and notice of criticism from the CSRC, and public criticism from the
    securities exchange.
    (XII) In the report period, the received research and interview of the Company
    In accordance with the relevant regulations of Shenzhen Stock Exchange and pursuit to the
    principles of justice, fair-ness and publicity, the Company regulated its behaviors of research and
    media interviews. In the report period, there occurred no such situations as selectively and privately
    reveal or leak non-public significant information to specific parties; and all these assure the fairness
    of information disclosure of the Company.
                                       Activities of Receiving Research,
                             Communication and Interview in the Report Period
                           The
                                     The received                                               Contents discussed and
The received date       received                             The received parties
                                         way                                                      materials supplied
                          place
   2010-4-22              Jinan    Face-to-face talks   News media, shareholders     with   Operation situation of the
                                                        legal   person      shares   and    Company, Annual Report 2009
                                                        individual investor                 of the Company provided
   2010-8-28              Jinan    Face-to-face talks   News media, shareholders     with   Operation situation of the
                                                        legal   person      shares   and    Company,     no     information
                                                        individual investor                 provided
January-December          Jinan    Telephone            Individual investor                 Operation situation of the
    of 2010                        interview,                                               Company,     no     information
                                   communication                                            provided
    (XIII) Other significant events
    Significant events and announcements were published at China Securities Journal, Securities Times,
    Hong Kong Commercial Daily and Juchao Website( http;//www. cninfo.com.cn), found i the above
    mentioned medias for more details.
                                                           。




                                                                                                                    29
Shandong Airlines Co., Ltd.                                                       2010 Annual Report



                                  X. AUDITORS’ REPORT
                                   REANDA SHEN ZI [2011] No. 1193
To the Shareholders of Shandong Airlines Co., Ltd.:
We have audited the accompanying financial statements of Shandong Airlines Co., Ltd. (hereafter,
the Company), which comprise the statement of financial position and the consolidated statement of
financial position as at 31 December 2010, the statement of comprehensive income and the
consolidated statement of comprehensive income, the statement of cash flows and the consolidated
statement of cash flows and the statement of changes in equity and the consolidated statement of
changes in equity for the year then ended and a summary of significant accounting policies and
other explanatory notes.
Management’s responsibility for the financial statements
The Company’s management is responsible for the preparation and fair presentation of these
financial statements in accordance with Enterprise Accounting Standards of China. The
responsibility includes: (1) designing, implementing and maintaining internal control relevant to the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error; (2) selecting and applying appropriate accounting policies; (3) and making accounting
estimates that are reasonable in the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on the financial statements based on our audit. We
conducted our audit in accordance with the Chinese Certified Public Accountants' Auditing
Standards (hereafter, the Standards). The Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance as to whether the
financial statements are free from material misstatement.
An audit involves the performance of audit procedures to obtain audit evidence relevant to the
amounts and disclosures in the financial statements. The procedures selected depend on the
auditors’ judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditors consider
internal control relevant to the entity’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.

Opinion
In our opinion, the financial statements of the Company present fairly, in all material respects, the
financial position of the Company as at 31 December 2010 and of its financial performance and its
cash flows for the year then ended in accordance with the Enterprise Accounting Standards of
China.

Reanda Certified Public Accountants Co., Ltd.               Certified Public Accountant
                                                             Sun Yibin
Beijing, China                                              Certified Public Accountant
                                                             Yang Yunhui

                                                                    25 March 2011




                                                                                                       30
Shandong Airlines Co., Ltd.                                                           2010 Annual Report



Balance Sheet
Prepared by Shandong Airlines Co., Ltd.                    December 31, 2010                  Unit: RMB
                                        Balance at period-end                   Balance at year-begin
             Items
                                  Consolidation      Parent Company       Consolidation      Parent Company
Current assets:
Monetary funds                     333,572,647.76      328,897,146.25      194,065,742.69      179,813,989.83
Settlement provisions
Capital lent
Transaction finance asset             9,290,846.62       9,290,846.62       11,341,846.48        11,341,846.48
Notes receivable
Accounts receivable                192,444,914.49      185,873,337.88      142,545,895.96      140,731,572.47
Accounts paid in advance            28,353,455.80       28,201,391.84       22,504,262.48       22,370,882.70
Insurance receivable
Reinsurance receivables
Contract        reserve      of
reinsurance receivable
Interest receivable                   1,409,528.13       1,409,528.13
      Dividend receivable                                                    1,617,642.00        1,617,642.00
Other receivables                  224,905,440.68      225,345,428.46      160,552,013.99      160,483,475.47
Purchase restituted finance
asset
Inventories                         77,787,249.46       77,787,249.46       65,267,781.10        65,267,781.10
Non-current asset due within
one year
Other current assets
Total current assets               867,764,082.94      856,804,928.64      597,895,184.70      581,627,190.05
Non-current assets:
Granted loans and advances
Finance asset available for
sales
Held-to-maturity securities
Long-term               account
receivable
Long-term equity investment         88,352,100.00      169,842,785.43       88,352,100.00      112,165,305.97
Investment property
Fixed assets                      6,616,497,360.85   6,551,672,655.53    6,631,600,764.96    6,619,089,545.44
Construction in progress            937,253,250.34     925,773,327.54      422,277,445.58      422,277,445.58
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets                   47,146,366.53       32,299,511.53       47,895,073.21        33,013,562.26
Expense on Research and
Development
Goodwill                            10,220,816.22
Long-term expenses to be
                                   229,830,196.19      229,493,082.25      216,546,250.96      216,370,254.46
apportioned
Deferred income tax asset          126,735,195.78      126,425,389.96       91,836,911.34        91,812,136.84
Other non-current asset
Total non-current asset           8,056,035,285.91   8,035,506,752.24    7,498,508,546.05    7,494,728,250.55
Total assets                      8,923,799,368.85   8,892,311,680.88    8,096,403,730.75    8,076,355,440.60
Current liabilities:
Short-term loans                  1,001,269,036.73   1,001,269,036.73      739,819,020.88      739,819,020.88
Loan from central bank
Absorbing       deposit     and



                                                                                                           31
Shandong Airlines Co., Ltd.                                                           2010 Annual Report



interbank deposit
Capital borrowed
Transaction             financial
                                        3,865,809.52       3,865,809.52
liabilities
Notes payable                         135,042,835.33     135,042,835.33    182,124,331.32      182,124,331.32
Accounts payable                    1,008,600,051.49   1,009,216,769.85    812,032,950.07      810,639,584.15
Accounts        received       in
                                     202,453,668.78     200,972,965.98     117,956,240.43      117,467,352.04
advance
Selling financial asset of
repurchase
Commission charge and
commission payable
Wage payable                         236,150,660.44     236,130,188.66     135,033,537.40      135,018,545.42
Taxes payable                        170,115,170.97     169,899,177.32     177,564,425.49      177,319,512.46
Interest payable                       9,656,528.23       9,569,756.23       4,001,134.66        4,001,134.66
      Dividend payable                    11,940.00          11,940.00          11,940.00           11,940.00
Other accounts payable               140,733,981.14     141,469,803.57     124,930,463.59      124,872,192.44
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due
                                     476,767,879.05     464,467,879.05     535,108,457.71      535,108,457.71
within 1 year
Other current liabilities
Total current liabilities           3,384,667,561.68   3,371,916,162.24   2,828,582,501.55   2,826,382,071.08
Non-current liabilities:
Long-term loans                     3,180,283,177.55   3,180,283,177.55   3,402,752,588.39   3,402,752,588.39
Bonds payable
Long-term account payable            863,013,847.54     863,013,847.54     968,968,451.94      968,968,451.94
Special accounts payable
Projected liabilities
Deferred        income        tax
                                        2,322,711.66       2,322,711.66       2,835,461.62        2,835,461.62
liabilities
Other non-current liabilities          73,390,628.74      73,390,628.74      27,718,573.00      27,718,573.00
Total non-current liabilities       4,119,010,365.49   4,119,010,365.49   4,402,275,074.95   4,402,275,074.95
Total liabilities                   7,503,677,927.17   7,490,926,527.73   7,230,857,576.50   7,228,657,146.03
Owner’s         equity       (or
shareholders’ equity):
Paid-in capital (or share
                                     400,000,000.00     400,000,000.00     400,000,000.00      400,000,000.00
capital)
Capital public reserve                84,050,162.84      84,050,162.84      84,050,162.84        84,050,162.84
Less: Inventory shares
      Reasonable reserve
Surplus public reserve               122,944,754.89     122,284,050.36      59,576,069.03        58,915,364.50
Provision of general risk
Retained profit                      799,664,252.17     795,050,939.95     308,668,390.11      304,732,767.23
Balance difference of foreign
currency translation
Total       owner’s       equity
attributable       to      parent   1,406,659,169.90   1,401,385,153.15    852,294,621.98      847,698,294.57
company
Minority interests                     13,462,271.78                        13,251,532.27
Total owner’s equity               1,420,121,441.68   1,401,385,153.15    865,546,154.25      847,698,294.57
Total liabilities and owner’s
                                    8,923,799,368.85   8,892,311,680.88   8,096,403,730.75   8,076,355,440.60
equity



                                                                                                           32
Shandong Airlines Co., Ltd.                                                              2010 Annual Report



Profit Statement
Prepared by Shandong Airlines Co., Ltd.                    January-December, 2010                  Unit: RMB
                                           Amount in this period                  Amount in last period
             Items
                                     Consolidation     Parent Company       Consolidation     Parent Company
I. Total operating income            7,292,615,957.10    7,284,474,069.23   5,366,113,363.68    5,362,673,481.18
Including: Operating income          7,292,615,957.10    7,284,474,069.23   5,366,113,363.68    5,362,673,481.18
Interest income
Insurance gained
Commission charge and
commission income
II. Total operating cost             6,461,293,024.92   6,454,275,861.75    5,095,949,275.87    5,094,605,991.37
Including: Operating cost            5,487,590,890.83   5,484,462,677.17    4,110,033,275.19    4,111,698,242.88
Interest expense
Commission charge and
commission expense
Cash surrender value
Net amount of expense of
compensation
Net amount of withdrawal of
insurance contract reserve
Bonus expense of guarantee
slip
Reinsurance expense
Operating tax and extras              205,209,128.98      204,810,196.58      158,797,763.77      158,446,999.40
Sales expenses                        480,347,949.12      480,347,949.12      346,387,720.51      346,387,720.51
Administration expenses               136,465,813.62      133,056,074.42      228,619,847.42      225,696,583.77
Financial expenses                    150,515,922.36      150,659,261.66      251,871,219.83      252,180,082.66
Losses of devaluation of
                                        1,163,320.01          939,702.80          239,449.15           196,362.15
asset
Add: Changing income of
fair value(Loss is listed with          -5,916,809.38      -5,916,809.38      -12,118,965.63       -12,118,965.63
“-”)
Investment income (Loss is
                                        -1,720,112.18       -1,720,112.18       3,715,867.94         3,715,867.94
listed with “-”)
Including:            Investment
income         on       affiliated
company and joint venture
Exchange income (Loss is
listed with “-”)
III. Operating profit (Loss
                                      823,686,010.62      822,561,285.92      261,760,990.12      259,664,392.12
is listed with “-”)
Add: Non-operating income              29,012,243.89       29,012,243.84      155,122,260.87      155,122,260.87
Less: Non-operating expense             8,153,807.83        8,068,071.01       13,521,945.17       13,520,445.27
Including: Disposal loss of
                                        7,708,562.86        7,622,991.01       13,495,868.42        13,494,368.52
non-current asset
IV. Total Profit (Loss is
                                      844,544,446.68      843,505,458.75      403,361,305.82      401,266,207.72
listed with “-”)
Less: Income tax                      209,969,159.25      209,818,600.17      100,618,103.42      100,412,795.16
V. Net profit (Net loss is
                                      634,575,287.43      633,686,858.58      302,743,202.40      300,853,412.56
listed with “-”)
Net profit attributable to
owner’s equity of parent             634,364,547.92      633,686,858.58      302,282,325.68      300,853,412.56
company
Minority shareholders’ gains
                                          210,739.51                0.00          460,876.72                  0.00
and losses
VI. Earnings per share


                                                                                                              33
Shandong Airlines Co., Ltd.                                                          2010 Annual Report



i. Basic earnings per share                  1.59                                   0.76
ii. Diluted earnings per share               1.59                                   0.76
VII. Other consolidated
income
VIII. Total consolidated
                                   634,575,287.43      633,686,858.58     302,743,202.40      300,853,412.56
income
Total consolidated income
attributable to owners of          634,364,547.92      633,686,858.58     302,282,325.68      300,853,412.56
parent company
Total consolidated income
attributable    to    minority         210,739.51                0.00         460,876.72                  0.00
shareholders
Cash Flow Statement
Prepared by Shandong Airlines Co., Ltd.                January-December, 2010                    Unit: RMB
                                        Amount in this period                  Amount in last period
             Items
                                  Consolidation     Parent Company       Consolidation     Parent Company
I. Cash flows arising from
                                  7,352,842,476.95   7,338,125,353.04   5,372,538,176.19    5,371,074,050.51
operating activities:
Cash received from selling
commodities and providing
labor services
      Net      increase      of
customer       deposit      and
interbank deposit
      Net increase of loan
from central bank
Net increase of capital
borrowed        from      other
financial institution
Cash received from original
insurance contract fee
      Net cash received from
reinsurance business
      Insured savings and net
increase of investment
      Net increase of disposal
of transaction financial asset
Cash received from interest,
commission charge and
commission
      Net increase of capital
borrowed
Net increase of returned
business capital
Write-back of tax received          97,024,882.28      100,423,221.27     144,094,051.53      143,549,876.83
Other       cash       received
concerning            operating   7,449,867,359.23   7,438,548,574.31   5,516,632,227.72    5,514,623,927.34
activities
  Subtotal of cash inflow
arising     from      operating   4,295,519,127.79   4,291,454,969.98   3,288,589,954.21    3,290,761,891.91
activities
Cash paid for purchasing
commodities and receiving
labor service
Net increase of customer
loans and advances



                                                                                                          34
Shandong Airlines Co., Ltd.                                                           2010 Annual Report



      Net increase of deposits
in central bank and interbank
Cash paid for original
insurance              contract
compensation
      Cash paid for interest,
commission charge and
commission
      Cash paid for bonus of
                                    827,331,854.08      824,315,034.77     614,147,622.35      612,051,079.62
guarantee slip
Cash paid to/for staff and
                                    497,696,065.27      496,457,992.65     199,428,230.46      198,501,653.16
workers
Taxes paid                          154,241,682.28      154,456,869.48      97,119,270.28        96,311,963.23
Other cash paid concerning
                                  5,774,788,729.42    5,766,684,866.88    4,199,285,077.30   4,197,626,587.92
operating activities
Subtotal of cash outflow
arising      from     operating   1,675,078,629.81    1,671,863,707.43    1,317,347,150.42   1,316,997,339.42
activities
Net cash flows arising from
operating activities
II. Cash flows arising from
investing activities:
Cash        received      from
                                      2,853,033.15        2,853,033.15        2,098,225.94        2,098,225.94
recovering investment
Cash        received      from
                                         26,880.00           26,880.00     327,572,914.09      327,572,914.09
investment income
Net cash received from
disposal of fixed, intangible
and other long-term assets
      Net cash received from
disposal of subsidiaries and
other units
Other        cash      received
concerning            investing       2,879,913.15        2,879,913.15     329,671,140.03      329,671,140.03
activities
Subtotal of cash inflow from
                                  1,085,247,694.21    1,073,446,055.08    1,002,204,067.04   1,001,881,192.04
investing activities
Cash paid for purchasing
fixed, intangible and other
long-term assets
Cash paid for investment
      Net       increase     of
                                     43,095,223.17       50,740,053.00
mortgaged loans
      Net cash received from
                                     15,902,881.83       15,902,881.83
subsidiaries and other units
Other cash paid concerning
                                  1,144,245,799.21    1,140,088,989.91    1,002,204,067.04   1,001,881,192.04
investing activities
Subtotal of cash outflow
                                  -1,141,365,886.06   -1,137,209,076.76   -672,532,927.01     -672,210,052.01
from investing activities
Net cash flows arising from
investing activities
III. Cash flows arising from
financing activities
Cash        received      from
absorbing investment
      Including:          Cash    1,619,256,428.26    1,619,256,428.26    2,228,373,619.53   2,228,373,619.53



                                                                                                           35
Shandong Airlines Co., Ltd.                                                          2010 Annual Report



received from absorbing
minority          shareholders’
investment by subsidiaries
Cash received from loans
     Cash received from
                                     11,459,417.00      11,459,417.00
issuing bonds
Other       cash       received
concerning            financing    1,630,715,845.26   1,630,715,845.26   2,228,373,619.53   2,228,373,619.53
activities
Subtotal of cash inflow from
                                   1,543,956,930.32   1,535,656,930.32   2,345,081,757.10   2,345,081,757.10
financing activities
Cash paid for settling debts        228,396,529.91     228,062,165.48     195,890,585.87      195,890,585.87
Cash paid for dividend and
profit distributing or interest
paying
Including: Dividend and
profit       of        minority
                                    292,679,544.51     292,679,544.51     327,783,543.29      327,783,543.29
shareholder        paid      by
subsidiaries
Other cash paid concerning
                                   2,065,033,004.74   2,056,398,640.31   2,868,755,886.26   2,868,755,886.26
financing activities
Subtotal of cash outflow
                                   -434,317,159.48    -425,682,795.05    -640,382,266.73     -640,382,266.73
from financing activities
Net cash flows arising from
                                       -122,729.57        -122,729.57          -35,585.75          -35,585.75
financing activities
IV. Influence on cash due to
                                     99,272,854.70     108,849,106.05        4,396,370.93        4,369,434.93
fluctuation in exchange rate
V. Net increase of cash and
                                     49,333,429.81      35,081,676.95      44,937,058.88        30,712,242.02
cash equivalents
Add: Balance of cash and
cash equivalents at the period      148,606,284.51     143,930,783.00      49,333,429.81        35,081,676.95
-begin
VI. Balance of cash and cash
                                   7,352,842,476.95   7,338,125,353.04   5,372,538,176.19   5,371,074,050.51
equivalents at the period -end




                                                                                                          36
Shandong Airlines Co., Ltd.                                                    2010 Annual Report




Consolidated Statement on Changes of Owners’ Equity

Prepared by Shandong Airlines Co., Ltd.                                                            2010                                                      Unit: RMB
                                                  Amount in this report period                                                    Amount in last year
                              Owners’ equity attributable to the parent company                           Owners’ equity attributable to the parent company
                                                                                                Total                                                                           Total
                         Paid-up                  Reaso Surplu Gener                   Minor            Paid-u                Reaso Surplu Gener                    Minor
         Items                    Capital Less:                          Retain                owner                    Less nable                    Retain                   owner
                         capital
                                  reserve Treasur nable     s    al risk                ity’s          capita Capita                    s    al risk                ity’s
                         (Share                                            ed Others             s’                  Treasu reserv reserv provis ed Others equity               s’
                                     s    y Stock reserv reserv provis profit          equity            (Shar reserv
                         capital)                                                              equity                   Stock e                       profit                   equity
                                                     e     es      ion                                  capita                          es      ion
                          400,0 84,05                     59,57           308,6        13,25 865,5      400,0 84,05                   29,49            36,47        12,79      562,8
I. Balance at the end of
                          00,00 0,162.                   6,069.           68,39        1,532. 46,15     00,00 0,162.                  0,727.          1,405.        0,655.     02,95
the last year
                           0.00        84                     03           0.11           27 4.25        0.00     84                       77             69              55    1.85
Add:     Changes     of
accounting policy
Error correction of the
last period
Others
                              400,0 84,05              59,57           308,6           13,25 865,5 400,0 84,05                        29,49          36,47           12,79 562,8
II. Balance at the
                       00,00 0,162.                    6,069.          68,39           1,532. 46,15 00,00 0,162.                      0,727.         1,405.          0,655. 02,95
beginning of this year
                               0.00   84                  03            0.11              27 4.25 0.00       84                          77              69             55 1.85
III. Increase/ Decrease in                             63,36           490,9                  554,5                                   30,08          272,1                  302,7
                                                                                       210,7                                                                         460,8
this year (Decrease is                                 8,685.          95,86                  75,28                                   5,341.         96,98                  43,20
                                                                                       39.51                                                                         76.72
listed with “-”)                                        86            2.06                   7.43                                      26            4.42                  2.40
                                                                       634,3                  634,5                                                  302,2                  302,7
                                                                                       210,7                                                                         460,8
(I) Net profit                                                         64,54                  75,28                                                  82,32                  43,20
                                                                                       39.51                                                                         76.72
                                                                        7.92                   7.43                                                    5.68                  2.40
(II) Other consolidated
income
                                                                       634,3                 634,5                                                    302,2                 302,7
                                                                                       210,7                                                                          460,8
Subtotal of (I) and (II)                                               64,54                 75,28                                                    82,32                 43,20
                                                                                       39.51                                                                          76.72
                                                                        7.92                  7.43                                                     5.68                  2.40
(III) Owners’ devoted and
decreased capital
1.    Owners’     devoted


                                                                                                                                                                       37
Shandong Airlines Co., Ltd.                               2010 Annual Report




capital
2. Amount calculated into
owners’ equity paid in
shares
3. Others
                                        63,36    -143,3                -80,00              30,08    -30,08
(IV) Profit distribution                8,685.    68,68                0,000.              5,341.   5,341.
                                           86      5.86                    00                 26        26
                                        63,36    -63,36                                    30,08    -30,08
1. Withdrawal of surplus
                                        8,685.   8,685.                                    5,341.   5,341.
reserves
                                           86        86                                       26        26
2. Withdrawal of general
risk provisions
                                                 -80,00                -80,00
3.   Distribution    for
                                                 0,000.                0,000.
owners (shareholders)
                                                     00                    00
4. Others
(V) Carrying forward
internal owners’ equity
1.   Capital     reserves
conversed to capital
(share capital)
2.   Surplus     reserves
conversed to capital
(share capital)
3. Remedying loss with
surplus reserve
4. Others
(VI) Reasonable reserve
1. Withdrawal in the
report period
2. Usage in the report
period
(VII) Other
IV. Balance at the end of 400,0 84,05   122,9    799,6          13,46 1,420, 400,0 84,05   59,57    308,6    13,25 865,5

                                                                                                              38
Shandong Airlines Co., Ltd.                                                     2010 Annual Report




the report period             00,00 0,162.               44,75         64,25         2,271. 121,4 00,00 0,162.              6,069.         68,39         1,532. 46,15
                               0.00    84                 4.89          2.17            78 41.68 0.00      84                  03           0.11            27 4.25
Statement on Changes of Owners’ Equity of Parent Company

Prepared by Shandong Airlines Co., Ltd.                                                              2010                                          Unit: RMB
                                                 Amount in this report period                                            Amount in last year

                              Paid‐up                                 General                    Paid-up                                 General
                                                Less: Reasona                             Total capital Capital Less: Reasona                                 Total
           Items              capital Capital                 Surplus risk Retaine                                               Surplus risk Retaine
                                              Treasury  ble                              owners’ (Share reserve Treasur   ble                              owners’
                              (Share reserves
                                                Stock reserve reserves provisio d profit equity capital     s    y Stock reserve
                                                                                                                                 reserves provisio d profit
                                                                                                                                                             equity
                              capital)                                    n                                                                  n
                                                                                                     )
I. Balance at the end of      400,000 84,050,                    58,915,          304,732 847,698 400,000 84,050,                    28,830,          33,964, 546,844
the last year                 ,000.00 162.84                     364.50           ,767.23 ,294.57 ,000.00 162.84                     023.24           695.93 ,882.01
Add:     Changes      of
accounting policy
Error correction of the
last period
Others
II. Balance at the            400,000 84,050,                    58,915,          304,732 847,698 400,000 84,050,                    28,830,          33,964, 546,844
beginning of this year        ,000.00 162.84                     364.50           ,767.23 ,294.57 ,000.00 162.84                     023.24           695.93 ,882.01
III. Increase/ Decrease in
                                                                 63,368,          490,318 553,686                                    30,085,          270,768 300,853
this year (Decrease is
                                                                 685.86           ,172.72 ,858.58                                    341.26           ,071.30 ,412.56
listed with “-”)
                                                                                  633,686 633,686                                                     300,853 300,853
(I) Net profit
                                                                                  ,858.58 ,858.58                                                     ,412.56 ,412.56
(II) Other consolidated
income
                                                                                  633,686 633,686                                                     300,853 300,853
Subtotal of (I) and (II)
                                                                                  ,858.58 ,858.58                                                     ,412.56 ,412.56
(III) Owners’ devoted
and decreased capital
1.    Owners’    devoted
capital
2. Amount calculated into


                                                                                                                                                           39
Shandong Airlines Co., Ltd.                           2010 Annual Report




owners’ equity paid in
shares
3. Others
                                                        -143,36
                                            63,368,             -80,000,                  30,085,   -30,085,
(IV) Profit distribution                                8,685.8
                                            685.86               000.00                   341.26     341.26
                                                              6
1. Withdrawal of surplus                    63,368,    -63,368,                           30,085,   -30,085,
reserves                                    685.86       685.86                           341.26     341.26
2. Withdrawal of general
risk provisions
3.   Distribution     for                              -80,000, -80,000,
owners (shareholders)                                   000.00 000.00
4. Others
(V) Carrying forward
internal owners’ equity
1.   Capital     reserves
conversed to capital
(share capital)
2.   Surplus     reserves
conversed to capital
(share capital)
3. Remedying loss with
profit surplus
4. Others
(VI) Reasonable reserve
1. Withdrawal in the
report period
2. Usage in the report
period
(VII) Other
                                                                1,401,3
IV. Balance at the end of 400,000 84,050,   122,284     795,050         400,000 84,050,   58,915,   304,732 847,698
                                                                85,153.
the report period         ,000.00 162.84    ,050.36     ,939.95         ,000.00 162.84    364.50    ,767.23 ,294.57
                                                                    15




                                                                                                          40
Shandong Airlines Co., Ltd.                                                    2010 Annual Report



                              Shandong Airlines Co., Ltd.
                                Notes to the financial statements
                                      As at 31st December 2010
                     (All amounts are expressed in CNY unless otherwise stated)




Note 1. Corporation Profile
1.1. Company’s history
Shandong Airlines Co., Ltd. (hereafter, the Company) is a foreign-invested limited liability company
incorporated in the People’s Republic of China. The Company was incorporated through the
restructuring project jointly initiated by Shandong Airlines Group Co., Ltd. (hereafter, SDA Group),
Inspur Co., Ltd. (previously known as Inspur Electronic Information Industry Group Company (浪潮
电子信息产业集团公司)), Shandong Hualu Group Co., Ltd, Shandong Group Corp. of Fisheries
Enterprises and Luyin Investment Group (鲁银投资集团股份有限公司) following the approval
(LuTiGaiQiZi(1999)No.88 (鲁体改企字(1999)第 88 号)) granted by the Economic Reform
Commission of Shandong Province (山东省经济体制改革委员会) on July 29th, 1999.
Shandong Airlines Group Co., Ltd. acquired 259,204,000 state-owned corporate shares (国有法人股),
with CNY 1.00 at par, of the Company by transferring its air transportation operation and the related
assets and liabilities to the Company on November 25th, 1999. Inspur Co., Ltd., Shandong Hualu
Group Co., Ltd. and Shandong Group Corp. of Fisheries Enterprises each acquired 199,000
state-owned corporate shares, with CNY 1.00 at par, by cash investment of CNY 200,000.00 each on
November 26th, 1999. Luyin Investment Group acquired 199,000 domestic corporate shares (国内法
人股), with CNY 1.00 at par, by cash investment of CNY 200,000.00 on November 26th, 1999.
The Company issued 140,000,000 domestically listed shares denominated in foreign currency (境内
上市外资股) (hereafter, B share(s)), with par value at CNY 1.00 each and issue price at HKD 1.58
each, on August 28th, 2000 upon the approval (ZhengJianFaXingZi[2000]No.116 (证监发行字
[2000]116 号)) granted by the China Securities Regulatory Commission on August 22nd, 2000; and,
the Company was listed on the Shenzhen Stock Exchange on September 12th, 2000. Immediately after
the issuance of the B shares, the capital of the Company increased to CNY 400,000,000.00.
The Agreement of Share Transfer (《股份转让协议》) signed by SDA Group and China National
Aviation Holding Company (hereafter, China Aviation Group) on February 28th, 2004 authorised the
transfer of 91,200,000 shares of the Company, equal to 22.8% shareholding, from SDA Group to
China Aviation Group. Immediately after the share transfer, SDA Group’s shareholding in the
Company was 42.00%. In November 2004, the Board of Directors of the Company, in accordance
with the approval (GuoZiChanQuan[2004]No.956 (国资产权[2004]956 号:《关于中国航空集团公



                                                                                                    41
Shandong Airlines Co., Ltd.                                                       2010 Annual Report


司将受让山东航空股份有限公司国有股的合同实施转让有关问题的批复》)) issued by the
State-owned Assets Supervision and Administration Commission of the State Council, authorised
China Aviation Group to transfer the state-owned corporate shares received from SDA Group to Air
China Co., Ltd. (hereafter, Air China). As so provided in GuoZiChanQuan[2004]No.956, the rights
and obligation attributable to China Aviation Group as specified in the Agreement of Share Transfer
shall be afforded by Air China. The change of share ownership was registered at the China Securities
Depository and Clearing Corporation Limited Shenzhen Office by SDA Group and Air China on
December 3rd, 2004; And, 91,200,000 shares of the Company then became held by Air China.
Legal representative of the Company: ZHANG, Xingfu
Place of registration: Shandong Jinan Yaoqiang International Airport
Address of headquarter: Shandong Airlines Centre, 5746 – East 2nd Ring Road, Jinan, Shandong


1.2. Industry of operation
The Company operates in the industry of transportation.


1.3. Operating capacity
The Company is permitted to undertake international and domestic passenger and cargo transportation,
hotel and beverage related operation (limited to operation through branch), provision of aircraft
maintenance, training of civil aviation pilots and air crew, insurance brokerage (limited to air accident
insurance, with period of operation valid until September 3rd, 2012), inter-airline agenting, and
principal operation related ground services.


1.4. Principal products (and/or services)
The principal service supplied by the Company is domestic air transportation.


Note 2. Summary of significant accounting policies and estimates, and correction of errors


2.1. Bases for preparation of the financial statements
The financial statements of the Company have been prepared on the going concern basis with
reference to the actual occurrence of transactions and events and in accordance with the China
Enterprise Accounting Standards (CAS) issued by the Ministry of Finance on 15th February 2006 and
the significant accounting policies and estimates as set out in Note 2.


2.2. Declaration of Compliance with the Enterprise Accounting Standards
The financial statements of the Company have been prepared in accordance with the Enterprise
Accounting Standards to present truly and completely the financial position, result of operation and
cash flow and the relevant information of the Company.



                                                                                                       42
Shandong Airlines Co., Ltd.                                                        2010 Annual Report


2.3. Accounting year
The Company’s accounting year is the calendar year, ie. from 1 January to 31 December each year.


2.4. Presentation (functional) currency
The presentation (functional) currency of the Company is Chinese Yuan (hereafter, CNY).


2.5. Business acquisitions


2.5.1.     Acquiring business under common control
The Company measures the identifiable assets acquired and liabilities assumed at their
acquisition-date book values in the accounts of the acquiree. The excess of the consideration
transferred in the form of book value or shares issued over the acquisition-date book values in the
acquiree’s accounts of the identifiable net assets acquired is debited to Capital reserves and to
Undistributed profits where the total value of Capital reserves is insufficient.


2.5.2.     Acquiring business not under common control
The Company measures the identifiable assets acquired and the liabilities assumed at their
acquisition-date fair values. Goodwill as of the acquisition date measured as the excess of the amount
of the total consideration paid for the acquisition measured in accordance with s11, Ch. 3, CAS 20
over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities
assumed measured in accordance with s14, Ch.3, CAS 20 is recognised by the Company, if the later
exceeds the former (ie. negative excess), the Company recognises the resulting gain in profit or loss
on the acquisition date after reviewing their fair values and confirming the negative excess.


2.6. Consolidated financial statements


2.6.1.     Scope of consolidated financial statements
Consolidated financial statements are prepared on the basis of control existence in accordance with
CAS 33 issued by the Ministry of Finance in February 2006. The consolidated financial statements of
the Company include all subsidiaries and the entities, which are established for specified purposes,
either directly or indirectly controlled by the Company and the Company itself. The Company has
control over an entity where the Company has the power to govern the financial and operating
policies of the entity under a statute or an agreement and is able to obtain economic benefit from the
entity’s operation by virtue of that power. Where it is clearly demonstrated that the Company’s
investment in an entity does not constitute control over the entity, the Company excludes the entity
from consolidation.


2.6.2.     Purchase and sales of ordinary shares of subsidiaries


                                                                                                        43
Shandong Airlines Co., Ltd.                                                       2010 Annual Report


The Company determines the date of purchase and sales of the ordinary shares of subsidiaries on the
basis of the actual occurrence of transfer of the risks attached to and proceeds associated with the
shares respectively. The respective post- or pre-transaction-date operation results and cash flows of
the subsidiary acquired or disposed in the course of the combination of businesses not under common
control are accounted for in the consolidated income statement and cash flow statement. The
operation results and cash flows of the subsidiary, which occur after the start date of the accounting
period in which the subsidiary is acquired and prior to the disposal date, acquired in the course of the
combination of businesses under common control are accounted for and separately presented in the
consolidated income statement and cash flow statement with comparables adjusted accordingly.
The excess of the value of a long-term equity investment, recognised and measured in accordance
with CAS 2, in a subsidiary arising from the purchase of small amount of the ordinary shares of the
subsidiary over the Company’s share of the net fair value of the subsidiary’s identifiable assets and
liabilities as from the purchase date is debited to Capital reserves, and to Undistributed profits where
the total value of Capital reserves is insufficient.


2.6.3.     Uniform accounting policies
If a subsidiary uses accounting policies other than those adopted in the consolidated financial
statements for like transactions and events in similar circumstances, appropriate adjustments are made
to its financial statements in preparing the consolidated financial statements; the adjustments are
conducted also with reference to the acquisition-date fair values of the identifiable assets acquired and
the liabilities assumed from the subsidiary measured in accordance with s14, Ch.3, CAS 20 where the
subsidiary is acquired in the course of the combination of businesses not under common control.


2.6.4.     Consolidation procedures
Intragroup balances and transactions are eliminated in full in the preparation of consolidated financial
statements. Non-controlling interests in the net assets of consolidated subsidiaries are identified
separately from the Company’s ownership interests in them. Non-controlling interests are debited by
the excess, if any, of the loss attributable to non-controlling shareholders over their share of the net
fair value of the subsidiary’s identifiable assets and liabilities where they are able and obliged to
contribute to the excess; the excess is otherwise attributable to the Company.


2.7. Cash equivalents
Cash equivalents are short-term (usually with a maturity date within three months from the date of
acquisition), highly liquid investments that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.


2.8. Foreign currency transactions and foreign currency translation




                                                                                                       44
Shandong Airlines Co., Ltd.                                                             2010 Annual Report


2.8.1.     Foreign currency transactions
The Company’s foreign currency transactions are recorded, on initial recognition in the reporting
(functional) currency, by applying to the foreign currency amount the middle exchange rate quoted by
the People’s Bank of China (hereafter, the (spot) exchange rate) between the reporting (functional)
currency and the foreign currency at the date of the transaction.
Foreign currency monetary items as at the balance sheet date are translated using the
balance-sheet-date spot exchange rate; non-monetary items as at the balance sheet date that are
measured in terms of historical cost in foreign currencies are translated using the transaction-date
exchange rates with no adjustment made to the recorded amounts on initial recognition in the
reporting (functional) currency; non-monetary items as at the balance sheet date that are measured at
fair value in foreign currencies are translated using the exchange rates at the dates when the fair
values were determined. Exchange differences arising on translating monetary or non-monetary items
at rates different from those at which they were translated on initial recognition during the period or in
previous financial statements are recognised directly or as fair value adjustments in profit or loss in
the period in which they arise except for monetary items that satisfy the criteria for borrowing costs
capitalisation.


2.8.2.     Foreign currency translation
①   Assets, liabilities and all Shareholders’ equity items as at the balance sheet date except
undistributed profits are translated using the balance-sheet-date spot exchange rates.
②   Income and expenses are translated using the transaction-date exchange rates.
Exchange differences arising from the translation methods specified in paragraph 2.8.2① and ② are
separately presented in Shareholders’ equity.
③   The cash flows of a foreign subsidiary are translated at the exchange rates at the dates of the cash
flows. The effect of exchange rate changes on cash and cash equivalents held or due in foreign
currencies is reported in the cash flow statement by presenting separately the amount of the unrealised
exchange differences arising from changes in foreign currency exchange rates


2.9. Financial instruments


2.9.1.     Categorisation of financial assets and financial liabilities
The Company categorises its financial assets and financial liabilities, with reference to their objectives
of investments and economic nature, as financial assets or financial liabilities at fair value through
profit or loss, held-to-maturity investments, loans and receivables, available-for-sale financial assets,
and other financial liabilities.
① Financial assets or financial liabilities at fair value through profit or loss include the financial
assets or financial liabilities classified as held for trading and the financial assets or financial liabilities
designated by the Company as at fair value through profit or loss on their initial recognition.


                                                                                                             45
Shandong Airlines Co., Ltd.                                                            2010 Annual Report


A financial asset or financial liability is classified as held for trading if it meets either of the following
conditions:
a.   it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
b.   on initial recognition it is part of a portfolio of identified financial instruments that are managed
together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
c.   it is a derivative (except for a derivative that is a designated and effective hedging instrument, a
financial guarantee contract, or linked to and only settled by delivery of an equity instrument that does
not have a quoted market price in an active market and whose fair value cannot be reliably measured).
A financial asset or financial liability is designated by the Company as at fair value through profit or
loss if it meets either of the following conditions:
a.   the designation eliminates or significantly reduces a measurement or recognition inconsistency
that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on
them on different bases; or
b.   a group of financial assets, financial liabilities or both is managed and its performance is
evaluated on a fair value basis, in accordance with an officially documented risk management or
investment strategy, and information about the group is provided internally on that basis to the
Company’s key management personnel.
②   Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and fixed maturity that the Company has the positive intention and ability to hold to
maturity, which include principally fixed-rate treasury bonds and floating-rate corporate bonds that
the Company has the positive intention and ability to hold to maturity.
③   Receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market, which include principally accounts receivables arising from sales of
products and provisions of services by the Company and other receivables.
④   Available-for-sale financial assets are those non-derivative financial assets that are designated as
available for sale on their initial recognition or are not categorised as loans and receivables,
held-to-maturity investments or financial assets at fair value through profit or loss.
⑤   Other financial liabilities are financial liabilities that are not categorised as financial liabilities at
fair value through profit or loss.


2.9.2.     Measurement of financial assets and financial liabilities
When a financial asset or financial liability is recognised initially, the Company measures it at its fair
value plus, in the case of a financial asset or financial liability not at fair value through profit or loss,
transaction costs that are directly attributable to the acquisition or issue of the financial asset or
financial liability; transaction costs attributable to the acquisition or issue of the financial asset or
financial liability at fair value through profit or loss are accounted for through profit or loss for the
current period.
The Company subsequently measures financial assets and financial liabilities according to the


                                                                                                            46
Shandong Airlines Co., Ltd.                                                        2010 Annual Report


following procedures:
①   Financial assets or financial liabilities are subsequently measured at fair value through profit or
loss at their fair value, with gains or losses arising from changes in fair value or de-recognistion
accounted for through profit or loss for the current period.
②   Held-to-maturity investments are subsequently measured at amortised cost using the effective
interest method, with gains or losses arising from de-recognistion, impairment or amortisation
accounted for through profit or loss for the current period.
③   Receivables are subsequently measured at amortised cost using the effective interest method,
with gains or losses arising from de-recognistion, impairment or amortisation accounted for through
profit or loss for the current period.
④   Available-for-sale financial assets are subsequently measured at their fair value, with gains or
losses arising from changes in fair value recognised in Capital reserves. The difference between the
disposal proceeds and carrying value of an available-for-sale financial asset on its disposal is
recognised as investment gain or loss, with the cumulative gains or losses recognised in Capital
reserves de-recognised from Capital reserves and re-recognised as investment gains or losses.
Impairment losses and exchange differences of available-for-sale financial assets, if any, are
accounted for through profit or loss for the current period. Interests and dividends arising from the
possession of available-for-sale financial assets, if any, are recognised as investment gains.
⑤   Other financial liabilities and a instrument that is linked to and only settled by delivery of an
equity instrument that does not have a quoted market price in an active market and whose fair value
cannot be reliably measured are subsequently measured at cost.
A financial guarantee contract or a loan that bears an off-market interest rate, which are not designated
by the Company as at fair value through profit or loss, are subsequently measured at the higher of:
a.   the value specified by CAS 13 Contingencies; and
b.   the residual value after deducting the cumulative amortisation determined in accordance with
CAS 14 Revenue from the value recognised on its initial recognition.
Other financial liabilities are subsequently measured at amortised cost using the effective interest
method, with gains or losses arising from de-recognistion, impairment or amortisation accounted for
through profit or loss for the current period.
⑥   Fair value is the amount for which an asset could be exchanged or a liability settled between
knowledgeable, willing parties in an arm’s length transaction. The parties to an arm’s length
transaction shall be going concerns, not subject to or intended to enter the procedures of liquidation or
significant reduction in operating capacity, or forced to enter the transaction. The fair value of a
financial asset or financial liability for which there is an active market shall be measured at the quoted
market price in the active market; the fair value of a financial asset or financial liability for which
there is not an active market shall be established by the Company using a valuation technique.
The Company measures initially and subsequently the fair value of an interest rate swap at the value
of a competitor’s interest rate swap quoted by a recognised financial institution as at the Company’s

                                                                                                        47
Shandong Airlines Co., Ltd.                                                          2010 Annual Report


balance sheet date in accordance with the principle of consistency.
⑦   The residual cost of a financial asset is the residual value after deducting the sum of impairment
losses and the principal amount that has been repaid from the sum of its value measured on its initial
recognition and the cumulative amortisation of the difference between its value measured on its initial
recognition and its value on its maturity determined using the effective interest method. The residual
cost of a financial liability is the residual value after deducting the sum of the principal amount that
has been repaid and the cumulative amortisation of the difference between its value measured on its
initial recognition and its value on its maturity determined using the effective interest method from its
value measured on its initial recognition.
⑧   The effective interest rate method is a valuation method for determining the residual value and
interest income or/and expense of a financial instrument (or a group of financial instruments) using
the effective interest rate. An effective interest rate is the interest rate used to discount the cash flows
of a financial instrument (or a group of financial instruments) over its expected life, or a shorter
period if it is relevant, to determine its current carrying value. The effective interest rate applicable to
a financial intrument (or a group of financial instruments) shall be determined with reference to its
future cash flows estimated by taking into account the whole of its contract terms (including but not
limited to early repayment rights, call options and option equivalents, but excluding future credit
losses).


2.9.3.     Transfer and de-recognition of financial assets
①   The Company de-recognises a financial asset if it meets either of the following conditions:
a.   the contractual rights to the cash flows from the financial asset expire;
b.   the financial asset has been transferred and all the risks and rewards of ownership of the financial
asset have been substantially transferred to the transferee; or
c.   the financial asset has been transferred and the Company has neither transferred nor retained
substantially all the risks and rewards of ownership of the financial asset and not retained control of
the financial asset.
②   Where the transfer of the whole of a financial asset satisfies the conditions for de-recognition set
out in paragraph 2.9.3①, the Company recognises through profit or loss for the current period the
difference between:
a.   the carrying value of the financial asset; and
b.   the sum of the proceeds from the transfer and the cumulative gains or losses recognised in
Shareholders’ equity.
③   Where the transfer of a part of a financial asset satisfies the conditions for de-recognition set out
in paragraph 2.9.3①, the fair value of the whole of the financial asset is apportioned accordingly to
the transferred part and the part not transferred; and, the Company recognizes through profit or loss
for the current period the difference between:



                                                                                                          48
Shandong Airlines Co., Ltd.                                                          2010 Annual Report


a.   the carrying value of the transferred part of the financial asset; and
b.   the sum of the proceeds from the transfer and the cumulative gains or losses attributable to the
transferred part of the financial asset recognised in Shareholders’ equity.
④   If a transfer of a financial asset does not satisfy the conditions for de-recognition set out in
paragraph 2.9.3①, the Company continues to recognise the transferred asset in its entirety and
recognises a financial liability for the consideration received. Where the Company is in continuing
involvement in a transferred financial asset, the Company continues to recognise the financial asset to
the extent of its continuing involvement, and recognises an associated financial liability.


2.9.4.     Impairment assessment and impairment allowance
①   The company recognises impairment of a financial asset if either of the following is objectively
evidential:
a.   significant financial difficulty of the issuer or obligor;
b.   a breach of contract, such as a default or delinquency in interest or principal payments, by the
obligor;
c.   the lender, for economic or legal reasons relating to the obligor’s financial difficulty, granting to
the obligor a concession that the lender would not otherwise consider;
d.   it becoming probable that the obligor will enter bankruptcy or other financial reorganization;
e.   the disappearance of an active market for that financial asset because of significant financial
difficulty of the issuer;
f.   observable data indicating that there is a measurable decrease in the estimated future cash flows
from a group of financial assets since the initial recognition of those assets, although the decrease
cannot yet be identified with the individual financial assets in the group;
g.   significant changes with an adverse effect that have taken place in the technological, market,
economic or legal environment in which the obligor operates, and indicates that the cost of the
investment in the equity instrument may not be recovered;
h.   a significant or prolonged decline in the fair value of an investment in an equity instrument; or
i.   other events of impairment.
②   The Company assesses the occurrence of impairment of different categories of financial assets
and recognises and measures impairment on the balance sheet date using different criteria.
a.   If there is objective evidence that an impairment loss on a held-to-maturity investments has been
incurred as at the balance sheet date, the amount of the loss is measured as the difference between the
asset’s carrying amount and the present value of its estimated future cash flows.
b.   If there is objective evidence that the fair value of an available-for-sale financial asset has
experienced a significant decline and the decline is not temporary after considering all relevant
information as at the balance sheet date, impairment loss on the available-for-sale financial asset is
recognised and the cumulative loss recognised in Shareholders’ equity is reclassified from equity to
profit or loss as impairment loss.

                                                                                                          49
Shandong Airlines Co., Ltd.                                                           2010 Annual Report




2.10.      Receivables
2.10.1.    Receivables of individual significance
                                                        Individual receivables equal to or higher than 5%
 Receivables of individual significance                 of total receivables are classified as receivables of
                                                        individual significance.
                                                        Receivables     of     individual         significance        are
                                                        individually assessed for impairment. If it is
                                                        objectively    evidential        that     a   receivable       of
 Method of recognition of provision for bad debts       individual significance is subject to impairment,
 for receivables of individual significance             the excess of the carrying amount over the net
                                                        present value of the estimated future cash flows is
                                                        recognised as impairment loss and a provision for
                                                        bad debts is recognised at the same amount.
2.10.2    Credit-risk-categorised receivables
 Basis for categorisation:
 Category                                                Basis
                                                         Receivables     not      individually        assessed        for
                                                        impairment are categorised on the basis of credit
                                                        risk. Provision for bad debts for each category of
                                                        receivables is recognised at the actual rate of loss
 Categorisation by nature of receivables
                                                        for the previous year of the same or similar
                                                        category bearing similar credit risk characteristics
                                                        after    adjustment        for      the       current     year
                                                        circumstances.
 Method of recognition of provision for bad debts for categorised receivables:
 Category                                               Method of recognition

 Categorisation by nature of receivables                Percentage of carrying amount


    Categories of receivables subject to provision for bad debts by percentage of carrying amount:
                                                    Percentage of carrying          Percentage         of     carrying
                                                    amount for recognition of       amount for recognition of
 Category                                           provision for bad debts         provision for bad debts
                                                    applicable   to   accounts      applicable           to      other
                                                    receivable                      receivables
 Categorisation by nature of receivables                                     5%                                    5%


2.10.3    Receivables of individual insignificance subject to individual assessment for impairment

                                                                                                                 50
Shandong Airlines Co., Ltd.                                                          2010 Annual Report




                                                 If it is objectively evidential that a receivable of individual
 Justification for individual assessment for     insignificance bears differing credit risk characteristics to
 impairment                                      other receivables of individual insignificance, the receivable
                                                 is subject to individual assessment for impairment.
                                                 The provision for bad debts for an receivable of individual
 Method of recognition of provision for          insignificance    subject   to   individual    assessment     for
 bad debts for receivables of individual         impairment is recognised as the excess of the carrying
 insignificance     subject   to   individual    amount over the net present value of the estimated future
 assessment for impairment                       cash flows; an impairment loss is recognised at the same
                                                 amount.


2.11. Inventories


2.11.1.    Categorisation of inventories
The Company’s inventories include materials or supplies to be consumed by the Company in the
rendering of services during the Company’s ordinary operating activities. The Company categorises
its inventories as air materials and low-value consumables.


2.11.2.    Cost of inventories
The cost of inventories at their acquisition is measured at their actual cost of purchase. The cost of
inventories at their issue is determined using the first-in, first-out (FIFO) cost formula.


2.11.3.    Net realisable value and impairment of inventories
①   Determination of net realisable value of inventories
The net realisable value of finished goods, products and sellable materials is measured as the residual
value after deducting the estimated sales expense and related taxes and fees from the estimated selling
price. The net realisable value of an item of inventories subject to further processing is measured as
the residual value after deducting the sum of the estimated costs of completion, sales expense and
related taxes and fees from the estimated selling price of the sellable item. The net realisable value of
the quantity of inventories held to satisfy firm sales or service contracts is based on the contract price.
If the sales contracts are for less than the inventory quantities held, the net realisable value of the
excess is based on general selling prices.
②   Impairment of inventories
The Company measures inventories at the lower of historical costs and net realisable values as at the
balance sheet date. If the net realisable value is lower than the historical cost of an item of inventories
as at the balance sheet date, an impairment allowance is recognised. An impairment allowance, if any,
is generally individually recognised for each type of inventories except:

                                                                                                          51
Shandong Airlines Co., Ltd.                                                        2010 Annual Report


a.   an individual impairment allowance, if any, is recognised for the whole category of inventories of
low value and large quantities; and
b.   an individual impairment allowance, if any, is recognised for a group of inventories, which are
held for the production and sales of products of a single territory and for identical or similar usages or
purposes, and which are indistinguishable from other types of inventories within the group.
When the circumstances that previously caused inventories to be written down below cost no longer
exist, the amount of the write-down is reversed and the associated impairment allowance
de-recognised and re-recognised through profit or loss for the period in which the reversal occurs.


2.11.4.    Stocktaking
The Company adopts the perpetual stocktaking system.


2.11.5.    Amortisation of low-value consumables and packaging materials
The Company amortises consumables in full when they are issued for use.


2.12.      Long-term equity investments
The Company’s long-term equity investments include the Company’s equity investments in an
investee which constitute the Company’s control, joint control or significant influence over the
investee and the Company’s equity investments in an investee which do not constitute the Company’s
control, joint control or significant influence over the investee and of which the fair value is not
quoted in an active market.


2.12.1.    Initial measurement of long-term equity investments
Long-term equity investments are initially measured using the following two methods:
①   Initial measurement of long-term equity investments acquired through business combination
a.   The cost of a business under common control acquired by the Company by payment in cash,
non-monetary asset transfer, or assuming the acquiree’s liabilities is initially measured at the carrying
value of the equity instruments acquired as at the acquisition date, with the excess of the (carrying)
value of cash paid, assets transferred, or liabilities assumed over the initially measured cost debited to
Capital reserves, and to Undistributed profits where the total value of Capital reserves is insufficient.
The cost of a business under common control acquired by the Company by share issues is initially
measured at the carrying value of the equity instruments acquired as at the acquisition date, with the
excess of the total value at par of shares issued over the initially measured cost debited to Capital
reserves, and to Undistributed profits where the total value of Capital reserves is insufficient.
Expenses incurred directly for the acquisition, including but not limited to audit fees, valuation fees
and legal fees, are recognised through profit or loss for the period in which the expenses are incurred.
b.   The cost of a business not under common control acquired by the Company is initially measured
at the fair value of assets transferred, liabilities incurred or assumed, or shares issued for the


                                                                                                        52
Shandong Airlines Co., Ltd.                                                         2010 Annual Report


acquisition as at the transaction date. The excess of the initially measured cost over the net of the
carrying values of the identifiable assets acquired and the liabilities assumed as at the acquisition date
is recognised as goodwill. The excess of the net of the carrying values of the identifiable assets
acquired and the liabilities assumed as at the acquisition date over the initially measured cost is
recognised through profit or loss for the current period in Non-operating revenue. Fees paid to
advisers including auditors, solicitors, valuers, consultants, etc. and other related administrative
expenses are accounted for through profit or loss for the reporting period during which they are
incurred; transaction costs incurred by the acquirer directly attributable to the issuance of equity
instruments or debt instruments, which are consideration for the acquisition, are capitalised as part of
the initial measurement of the relevant equity instruments or debt instruments.
Differing accounting treatments shall be applied to the consolidated financial statements and the
acquirer’s separate financial statements for a business combination not under common control
achieved in stages:
(I) In the acquirer’s separate financial statements, the cost of investment of a business combination not
under common control achieved in stages is initially measured as the sum of the carrying amount of
the investment immediately before the addition investment and the cost of the additional investment;
if the carrying amount of the investment immediately before the additional investment includes other
comprehensive income, the related other comprehensive income (such as changes in fair value of
available-for-sale financial assets accounted for in capital reserves, hereafter the same applied) is
transferred to investment income for the reporting period during which the investment is disposed.
(II) In the consolidated financial statements, the carrying amount of the investment immediately
before the additional investment is adjusted to the fair value of the existing investment as at the
acquisition date of the additional investment and the difference between the carrying amount of the
investment immediately before the addition investment and the fair value of the existing investment as
at the acquisition date of the additional investment is accounted for in investment income for the
reporting period during which the additional investment is acquired; if the carrying amount of the
investment immediately before the additional investment includes other comprehensive income, the
related other comprehensive income is transferred to investment income for the reporting period
during which the additional investment is acquired. The fair value of the existing investment as at the
acquisition date of the additional investment and the gain or loss arising from the fair value
adjustment are disclosed in the notes to the financial statements.
②   Initial measurement of long-term equity investments acquired not through business combination
a.   The cost of a long-term equity investment acquired by the Company by payments in cash is
initially measured at the sum of the consideration transferred and the fees, taxes and necessary
expenses directly attributable to the acquisition, with the value of declared-but-unpaid cash dividends
included in the consideration separately recognised as receivables.
b.   The cost of a long-term equity investment acquired by the Company by share issues is initially
measured at the fair value of shares issued for the acquisition as at the issuance date.


                                                                                                         53
Shandong Airlines Co., Ltd.                                                          2010 Annual Report


c.   The cost of a long-term equity investment acquired by the Company by direct shareholder
contribution is initially measured at the value agreed upon the investment contract or agreement,
excluding a contract value or agreement value that is inconsistent with the definition of fair value.
d.   The cost of a long-term equity investment acquired by the Company by non-monetary asset
transfer is initially measured at the sum of the fair values of the assets transferred to the transferee and
the taxes directly attributable to the asset transfer, with the difference between the fair values of the
assets transferred to the transferee and their carrying values as at the transaction date recognised
through profit or loss for the current period, where the exchange of non-monetary assets for equity
instruments is transacted on a commercial basis and the fair values of the assets transferred and equity
instruments acquired can be reliably measured; or, at the sum of the carrying values of the assets
transferred to the transferee and the taxes directly attributable to the asset transfer, where the exchange
of non-monetary assets for equity is not on a commercial basis or the fair values of the assets
transferred or equity instruments acquired can not be reliably measured.
e.   The cost of a long-term equity investment acquired by the Company through the investee’s debt
restructuring is initially measured at the fair values of the equity instruments acquired, with the
difference between the initially measured cost and the carrying value of the original loans to the
investee as at the restructuring date recognised through profit or loss for the current period.


2.12.2.    Subsequent measurement and recognition and measurement of gains or losses
Long-term equity investments in subsidiaries are subsequently measured at cost. In preparing
consolidated financial statements, the long-term equity investments in subsidiaries are adjusted using
the equity method.
Long-term equity investments which do not constitute the Company’s joint control or significant
influence over the investee, of which the fair value of equity instruments is not quoted in an active
market and can not be measured reliably, are subsequently measured at cost.
Long-term equity investments which constitute the Company’s joint control or significant influence
over the investee are subsequently measured by the equity method.
a.   If a long-term equity investment is subsequently measured at cost, further acquisition or disposal
of the investment increases or reduces the cost of the investment accordingly; dividends or share of
profits, except those included in the consideration which has been declared but not received, are
recognised through profit or loss for the current period.
b.   If a long-term equity investment is subsequently measured by the equity method, its carrying
value is adjusted by the share of the investee’s net profit or loss.
Gain or loss for the current period is measured at the share of the net profit or loss of the investee for
the current period. When determining the net profit or loss of the investee, where the investee adopts
different accounting policies, the net profit or loss reported by the investee is adjusted by the
depreciation or amortisation calculated on the basis of the fair value of the investee’s fixed assets or
intangible assets as at acquisition and the impairment provisions determined on the basis of the fair


                                                                                                          54
Shandong Airlines Co., Ltd.                                                          2010 Annual Report


value of the relevant assets of the investee as at acquisition; transactions between the Company and
associates or joint ventures are also eliminated. The losses arising from transactions between the
Company and associates or joint ventures are wholly recognised as asset impairment if the losses meet
the conditions set by CAS 8 – Asset Impairment.
Losses of a long-term equity investment reduce the carrying value of the investment to zero as the
furthest. If the cumulative value of subsequent profits of the investee becomes higher than the
cumulative value of unrecognised losses, the excess of the cumulative profits over the cumulative
unrecognised losses is recognised in the carrying value of the investment.
Where a long-term equity investment existed prior to the first adoption of CAS, the excess of
consideration over acquired net assets of the investee as at the adoption date, if any, is amortised over
the remaining life determined at the acquisition using the straight line method; the amortisation is
recognised through profit or loss for the current period.


2.12.3.    Joint control and significant influence
①   The Company has joint control over an investee if the investment meets one of the following
conditions:
a.   neither of the investors can individually influence the operation of the investee;
b.   decisions of the investee’s must be approved by the general consensus of the investors; or
c.   an individual investor is authorised by an agreement of contract signed by each investor to
manage the investee’s operation in accordance with the accounting and operation policies agreed by
each investor.
Investors may lose joint controls over an investee where the investee is in the procedures of legal
administration or bankruptcy, or where the investee’s ability to transfer economic resource to investors
is severely limited for a substantial length of time; however, if it is objectively evidential that the joint
control exists, the investors shall continue to recognise and measure the investment using the equity
method.
②   The Company has significant influence over an investee if:
a.   the Company has delegates in the investee’s Board of Directors or similar body;
b.   the Company participates in the investee’s policy making process, including the policy making
process for declaration of dividends;
c.   the Company has significant transactions with the investee;
d.   the Company has delegated personnel to the investee’s management; or
e.   the Company has provided key technology to the investee.


2.12.4.    Impairment of long-term equity investments
The Company assesses the operation policies, legal environment, market and industry conditions, and
profitability each long-term equity investment individually on the balance sheet date to determine
whether an investment is subject to impairment. If the net recoverable value of an investment is lower


                                                                                                          55
Shandong Airlines Co., Ltd.                                                                 2010 Annual Report


than its carrying value as at the balance sheet date, an impairment provision is recognised at the
excess of its carrying value over the net recoverable value as at the balance sheet date. A recognised
impairment loss of an investment is not recoverable in subsequent periods.


2.13.         Fixed Assets


2.13.1.       Recognition
A fixed asset is a tangible asset the Company holds for the purpose of production, service rendering,
leasing and operation, of which the useful life is longer than one year and which has a relatively
higher value. A fixed asset is measured at the cost of acquisition if it meets both of the following
conditions:
①      it is probable that the economic benefits associated with the asset will flow to the Company; and
②      the cost of the asset can be measured reliably.
Subsequent expense associated with the asset, which meets the above conditions, is recognised as
parts of its cost; otherwise, through profit or loss for the period in which the expense is accrued.


2.13.2.       Depreciation
Fixed assets are depreciated using the straight line method. The useful life, residual value percentage
and annual depreciation are listed below.
                                               Residual value                  Expected                               Annual
Types
                                               percentage(%)           useful life(years)               depreciation rate(%)
Houses and building                                     5.00                      27-33                           2.88-3.52
Key components and power
                                                        5.00                      15-20                           4.75-6.33
supports of aircraft engine
Replacement parts of aircraft body                      0.00                         6-8                         12.5-16.67
Replacement parts of engine                             0.00                         3-5                           20-33.33
Equipments, electronic
                                                      0-5.00                        4-10                          9.5-23.75
devices and furniture
High value rotables                                     0.00                      15-18                           5.56-6.67
Transportation vehicles                                 5.00                        5-10                          9.5-19.00



2.13.3.       Impairment
The Company assesses each non-current asset for impairment on the balance sheet date. If it is
objectively evidential that the net recoverable value of a non-current asset is lower than its carrying
value as at the balance sheet date, its carrying value is reduced to the net recoverable value and the
reduction accounted for through profit for the current period and recognised as impairment provision.
A recognised impairment loss of a non-current asset is not recoverable in subsequent periods. A
non-current asset is impaired if one of the following is evidential:
①      its fair value decreased significantly during the current period with a decrease rate significantly
higher than the rate estimated on the basis of time or normal usage;
②      the economic, technological or legal environment, in which the Company operates or in which


                                                                                                                 56
Shandong Airlines Co., Ltd.                                                            2010 Annual Report


the asset is located, changed during the current period or is going to change in the near future; and, e
the change caused or is going to cause significant disadvantage to the Company;
③      the rate for discounting future cash flows, which has been affected by the increased interest rate
or investment return rate, has led to a significant decrease of the asset’s recoverable value;
④      the asset is either obsolete or physically damaged;
⑤      the asset has been or is going to be retired, terminated for usage or disposed prior to the end of its
use life;
⑥      the Company recognised internally that the asset’s associated economic benefit has been or is
going to be below expectation, eg. the net cash flows or net profit or loss significantly lower than the
expected value; or
⑦      there is other evidence which suggests the asset has been impaired.


2.13.4.      Leased fixed assets
If the Company acquired substantially the risks attached to and the economic benefits associated with
a leased non-current asset, the asset is recognised. The asset is measured at the lower of the asset’s
fair value as at the lease-commence date and the net present value of the minimum lease payment.
The depreciation policies for owned non-current assets are applicable to leased non-current assets.
The expected useful life of a leased asset, of which the ownership is reasonably transferrable to the
Company after the expiry of the lease, is the asset’s own expected useful life; the expected useful life
of a leased asset, of which the ownership is not reasonably transferrable to the Company, is the shorter
of the lease life and the asset’s own expected useful life.


2.14.        Construction-in-progress


2.14.1.      Categorisation
The Company categorises construction-in-progress on the basis of project approval.


2.14.2.      Conversion of construction -in-progress to fixed assets
A construction-in-progress is recognised as a fixed asset when it satisfied the predetermined usable
state. A converted construction-in-progress is initially measured at its full construction cost. A
converted construction-in-progress of which the construction cost is not fully recognised is initially
measured at a reasonable estimate; and, the initial measured cost is adjusted to its full construction
cost when the construction is fully recognised; but, its recognised depreciation as at the full
recognition is not adjusted.


2.14.3.      Impairment
The Company assesses each construction-in-progress for impairment on the balance sheet date. If it is
objectively evidential that the net recoverable value of a construction-in-progress is lower than its


                                                                                                            57
Shandong Airlines Co., Ltd.                                                         2010 Annual Report


carrying value as at the balance sheet date, its carrying value is reduced to the net recoverable value
and the reduction accounted for through profit for the current period and recognised as impairment
provision. A recognised impairment loss of a construction-in-progress is not recoverable in subsequent
periods. A construction-in-progress is impaired if one or more of the following are evidential:
①   the project has been suspended for a substantially long period of time and of which the
construction is not to be re-activated within three years;
②   either the capability or the technology of the project is obsolete and the economic benefit
associated with the project is highly indeterminable; or
③   there is other evidence which suggests the project has been impaired.


2.15.        Borrowing costs


2.15.1.      Capitalisation of borrowing costs
The borrowing costs directly attributable to asset construction or production are capitalised into cost
of asset when they meet the following conditions:
①   the asset construction or production expense has been incurred;
②   the borrowing costs have been incurred; and
③   the construction or production which directly contributes to the usable state of the asset has been
activated.
Other borrowing costs, discounts, premiums and exchange differences are accounted for through
profit or loss of the period in which they are incurred.
If the construction or production of an asset eligible for capitalisation has suspended not in accordance
with schedule, where the suspension has lasted continuously for a period longer than three months, the
capitalisation of relevant borrowing costs is suspended.
The capitalisation of relevant borrowing costs is terminated when a constructed or produced asset
reaches its usable or sellable state. Any subsequent borrowing cost associated with the asset is
accounted for through profit or loss for the period in which it is incurred.


2.15.2.      Measurement of capitalised borrowing costs
The capitalised borrowing costs of a finance specifically raised for an asset construction or production
are measured at the excess of the borrowing costs over the interests arising from the deposit of the
unused part of the finance or the gains arising from the investment using the unused part of the
finance for the relevant period.
Where the value of an asset construction or product is higher than the finance specifically raised for
the construction or production, the capitalised borrowing costs of the part of general finance used by
the construction or production are measured by multiplying the weighted average of the excess of the
asset value over the specific-raised finance with the capitalisation rate of general finance.




                                                                                                         58
Shandong Airlines Co., Ltd.                                                            2010 Annual Report


2.16.        Intangible assets
2.16.1.      Measurement
Intangible assets are initially measured at cost.


2.16.2.      Useful life and amortization
The period during which an intangible asset is reasonably capable of generating economic benefits for
the Company with reference to its contractual rights and other legal rights, industry practice, historical
experience, and professional evidence is determined as the asset’s useful life. If a period during which
an intangible asset is reasonably capable of generating economic benefits for the Company is not
determinable, the asset is categorised as with undeterminable useful life.
①      The useful life of an intangible asset with useful life is determined on the basis of:
a.      the general useful life of products produced by the asset and the obtainable information in
relation to the useful life of a similar asset;
b.   the current condition and estimated future trends of technology and techniques;
c.      the market demand for products produced or service rendered by the asset;
d.   the expected reaction of existing and potential competitors;
e.      the estimated maintenance expense for the continuance of the asset’s ability in generating
economic benefits and the Company's estimated ability in maintaining the expense;
f.      the relevant law and regulation which regulate the ownership period of the asset, eg. chartered
usage rights and lease rights; and
g.   the connection between the useful life of the asset and the useful life of the Company’s other
assets.
②      An intangible asset with undeterminable useful life is amortised using a reasonable method
determined by the realisation process of the asset’s expected economic benefit. Where a reasonable
amortisation method is undeterminable, the asset is amortised using the straight line method.


2.16.3.      Impairment of intangible assets with undeterminable useful life
①      The Company assesses the useful life of each intangible asset with undeterminable useful life on
the balance sheet date. If the useful life of an asset remains undeterminable, the asset is assessed for
impairment on the balance sheet date. If it is objectively evidential that the net recoverable value of an
intangible asset with undeterminable useful life is lower than its carrying value as at the balance sheet
date, its carrying value is reduced to the net recoverable value and the reduction accounted for through
profit for the current period and recognised as impairment provision. A recognised impairment loss of
an intangible asset with undeterminable useful life is not recoverable in subsequent periods. An
intangible asset with undeterminable useful life is assessed for impairment if one or more of the
following are evidential:
a.      the asset has been replaced by another new technology which renders its ability to generate
economic benefit for the Company being significantly devastated;


                                                                                                            59
Shandong Airlines Co., Ltd.                                                          2010 Annual Report


b.   the asset’s fair value has decreased significantly during the period and it may not increase during
the remaining life of the asset; or
c.   there is there is other evidence which suggests the asset has been impaired.


2.16.4.     Research and development
Research expenses associated with an internal development project are accounted for through profit or
loss for the period in which they are incurred. Development expenses associated with an internal
development project are recognised as intangible assets if the project meets all of the following:
①   assets arising from the project are either for sale or for internal use and it is technically viable to
complete the project;
②   the Company has clear intention to complete the intangible asset and to use or sell the asset;
③   it is objectively evidential that products produced by the intangible or the intangible asset itself
are marketable or that the intangible asset is employable if used internally;
④   it is practical, in terms of technology, finance and other resources, to complete the development
of the intangible asset and to use or sell the intangible asset; and
⑤   development expenses of the development of the intangible asset can be measured reliably.


2.17.       Regular repair and substantial repair
Regular repair expenditure of own aircrafts and aircrafts acquired under a financial lease is accounted
for through profit or loss for the period in which it is incurred. Substantial repair expenditure eligible
for capitalisation is capitalised when incurred and recognised as replacement cost of non-current
assets and depreciated over a reasonable length of time. Substantial repair expenditure of aircrafts
under an operating lease incurred before the lease expiry date is amortised using the straight line
method or on the basis of air hours over the lease period.


2.18.       Long-term deferred expenses
The Company’s long-term deferred expenses refer to expense which has been incurred but which
generates economic benefit for the Company for a period of longer than one year, such as expenses
for pilots’ initial trainings. Those expenses are amortized at 10 years according to their benefit period
respectively. When a pilot is transferred from the Company, the cost of transfer is the unamortized
part of the original expenditure.


2.19.     Accrued liabilities
2.19.1.    Recognition of accrued liabilities
The obligations related to some items that meet the following conditions at the same time will be
confirmed as the liabilities:
①This obligation is the current obligation of the company;
②The performance of this obligation will probably cause the economic benefits to flow out of the


                                                                                                          60
Shandong Airlines Co., Ltd.                                                        2010 Annual Report


company;
③The amount of this obligation can be reliably calculated.
The Company should recognize accrued liabilities, when the Company’s loss contract and
restructuring liabilities undertaken satisfied above conditions.


2.19.2.       The measurement of accrued liabilities
The accrued liabilities are initially measured in accordance with the best estimated outflow of
economic benefits to fulfill the current obligation as well as related risks regarding the contingencies,
uncertainties and time value of money. Significant impact on the time value of money the best
estimation is determined through the related discounted future cash outflows. The increase of book
value of accrued liability caused due to the passage of time is recognized as interest.


2.19.3.       Optimum evaluation of accrued liabilities
If the necessary payments have scopes, the optimum evaluation shall be determined based on the
average amount between the upper and lower limit amount of scope ; if the necessary payments do
not have such scopes, the optimum evaluation shall be determined in the following method:
① If the contingent event is involved in an individual project, the optimum evaluation amount will
be determined based on the possible amount;
② If the contingent event is involved in some projects, the optimum evaluation amount shall be
determined based on possible amount and occurrence probability. In case of all or part of payments
about the confirmed liquidation liabilities are expected to be compensated by the third parties or other
parties, and the compensation amounts are surely received, then such amounts shall be separately
recognized. The confirmed compensation amounts shall not exceed book values of confirmed
liabilities


2.20.         Revenue


2.20.1.       Service rendering
①   The Company recognise revenue from rendering of air service for carriage of passengers when
the service is rendered or when an unused ticket expires. The sale of a ticket does not constitute
revenue. An unused ticket expires on the annual anniversary of its sale. Tickets sold but of which the
service is not yet rendered are recognised in current liabilities as Advances from customers. If service
is rendered through code sharing, revenue arising from the service provision is apportioned amongst
parties to the code sharing agreement. The revenue arising from code sharing is also recognised when
the service is rendered.
②   If the service is rendered in conjunction with reward points, the amount arising from ticket sales
and of receivables shall be apportioned between revenue and reward points. The amount apportioned
to reward points is initially recognised as deferred income and subsequently accounted for through


                                                                                                        61
Shandong Airlines Co., Ltd.                                                           2010 Annual Report


profit or loss for the period in which the reward points expire or are exchanged.
③   Revenue arising from other air service rendering is recognised when the service rendering is
completed.


2.20.2.    Transfer of asset use rights
Revenue is recognised when the inflow of the economic benefit associated with the transfer is
probable and when the amount of the inflow can be measured reliably. Revenue arising from transfer
of asset use rights is recognised according to the income category:
①   interest income is recognised on the basis of the length of time for which the Company’s
monetary asset is used by other parties using the effective interest rates;
②   use right income is recognised in accordance with the payment schedules and means agreed in
the relevant contracts or agreements.


2.21.      Government grants


2.21.1.    Recognition
① The Company meets the conditions attached to the grant; and
② The Company is probable to receive the grant.


2.21.2.    Types of government grants and accounting for government grants
①   A grant associated with an asset is recognised as deferred income when the grant is received. The
grant is subsequently averaged over the useful life of the asset and the average is accounted for
through profit or loss for subsequent periods during the asset’s useful life after the asset reaches its
usable state. If the asset is disposed, transferred, scrapped or damaged prior to the end of its useful life,
the whole of the remaining deferred income is accounted for through profit or loss for the period in
which the asset is disposed, transferred, scrapped or damaged.
②   A grant compensating expenditure or loss in subsequent periods is initially recognised as
deferred income and subsequently accounted for through profit or loss for the period in which the
relevant expenditure of loss is incurred. A grant compensating expenditure or loss already incurred is
accounted for through profit or loss for the period in which the grant is received.


2.21.3.    Measurement
A grant that is in the form of monetary asset is measured at the amount of actual receipt or actual
receivable. A grant that is in the form of non-monetary asset is measured at fair value or at notional
value if fair value can not be obtained.


2.21.4.    Repayment of government grants
①   If there is deferred income associated with the grant, the carrying value of the deferred income is

                                                                                                           62
Shandong Airlines Co., Ltd.                                                          2010 Annual Report


reduced by the repayment. The excess of the repayment over the carrying value of the deferred
income is accounted for through profit or loss for the period in which the repayment is incurred.
②   If there is not deferred income associated with the grant, the repayment is accounted for through
profit or loss for the period in which the repayment is incurred.


2.22.      Deferred income tax assets and deferred income tax liabilities
The Company accounts for income taxes by the balance sheet approach.
The Company calculates the value of a deferred income tax asset or deferred income tax liability on
the basis of the difference between the carrying value of an asset or liability and its tax base and the
income tax rates applicable to the period through which the asset or liability is recovered or settled.


2.22.1.    Recognition of deferred income tax assets
①   A deferred income tax asset is recognised for all deductible temporary differences to the extent
that it is probable that taxable profit will be available against which the deductible temporary
difference can be utilised, unless the deferred income tax asset arises from the initial recognition of an
asset or liability in a transaction that:
a.   is not a business combination; and
b.   at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
②   A deferred income tax asset is recognised for all deductible temporary differences arising from
investments in subsidiaries, branches and associates, and interests in joint ventures, to the extent that,
and only to the extent that, it is probable that:
a.   the temporary difference will reverse in the foreseeable future; and
b.   taxable profit will be available against which the temporary difference can be utilised.
③   A deferred income tax asset is recognised for all tax losses and tax credits eligible for being
carried forward to the extent that it is probable that taxable profit will be available against which the
tax losses and tax credits can be utilised.


2.22.2.    Recognition of deferred income tax liabilities
A deferred income tax liability is recognised for all taxable temporary differences, except to the extent
that the deferred income tax liability arises from:
①   the initial recognition of goodwill; or
②   the initial recognition of an asset or liability in a transaction which:
a.   is not a business combination; and
b.   at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
③   A deferred income tax liability is recognised for all taxable temporary differences associated
with investments in subsidiaries, branches and associates, and interests in joint ventures, except to the
extent that both of the following conditions are satisfied:
a.   the parent, investor or venturer is able to control the timing of the reversal of the temporary


                                                                                                          63
Shandong Airlines Co., Ltd.                                                         2010 Annual Report


difference; and
b.   it is probable that the temporary difference will not reverse in the foreseeable future.


2.22.3.   The carrying value of a deferred income tax asset is assessed on the balance sheet date. It is
probable that there is not enough taxable profit in the future against which the deferred income tax
asset can be utilised, the carrying value of the deferred income tax asset is written off; when it
becomes probable again that there is enough taxable profit in the future against which the deferred
income tax asset can be utilised, the write-off is reversed.


2.23.      Financial leases and operating leases


2.23.1.    Operating leases
①   When the Company is the leasee to a operating lease, the total lease expenditure is apportioned
over the lease life using the straight line method or on the basis of the leased asset usage. The
apportioned amount is recognised through profit or loss for the relevant period. Initial expenditure
directly attributable to the acquisition of the lease is recognised in administrative expenses for the
period in which the expenditure is incurred or recognised through profit of loss for the period in which
the first lease payment is incurred. If a rent holiday is offered by the leasor, the total expenditure is
apportioned over the whole life of the lease using the straight line method or on a reasonable basis;
the lease expense during the rent holiday is accounted for through profit or loss for the relevant period
and recognised as a liability on the balance sheet. If a part of the total lease expenditure is
compensated by the leasor, the residual amount after deducting the compensation from the total lease
expenditure is apportioned over the lease life.
②   When the Company is the leasor to a operating lease, the total lease revenue is apportioned over
the lease life. The apportioned amount is recognised through profit or loss for each year of the lease
life. Initial expenditure directly attributable to the grant of the lease is recognised through profit or
loss for the period in which it is incurred. If the initial expenditure is of significant value, it is
capitalised and apportioned over the lease life using the same method adopted for the apportionment
of lease revenue; the apportioned amount is recognised through profit or loss for each year of the lease
life. The initial expenditure of significant value is recognised in full through profit or loss for the
period in which the first lease income is accrued if the recognition is so provided by an agreement. If
a rent holiday is offered, the total lease revenue is apportioned over the whole life of the lease using
the straight line method or on a reasonable basis. The apportioned amount is recognised as lease
income for each year of the lease life, including the years within the rent holiday. If a part the total
lease expenditure is compensated by the leasor, the residual amount after deducting the compensation
from the total lease revenue is apportioned over the lease life.


2.23.2.    Financial leases


                                                                                                         64
Shandong Airlines Co., Ltd.                                                                                 2010 Annual Report


①    When the Company is the leasee to a financial lease, the Company recognises on the lease start
date the leased asset at the lower of its fair value as at the lease start date and the minimum total lease
payments; the minimum total lease payments is recognised as long-term payables; and, the excess of
the minimum total lease payments over the leased asset’s fair value as at the lease start date is
accounted for as unrecognised financing cost and amortised over the life of the lease using the
effective interest rate method with the amortised amount recognised in financial costs for the relevant
period. Initial expenditure directly attributable to the acquisition of the lease is recognised as a part of
the leased asset’s carrying value.
The depreciation policies for owned depreciatable assets are applicable to an asset leased under a
financial lease. The expected useful life of a leased asset, of which the ownership is reasonably
transferrable to the Company after the expiry of the lease, is the asset’s own expected useful life; the
expected useful life of a leased asset, of which the ownership is not reasonably transferrable to the
Company, is the shorter of the lease life and the asset’s own expected useful life.
②    When the Company the leasor to a financial lease, the Company recognises on the lease start date
the sum of initial expenditure directly attributable to the grant of the lease and the minimum total
lease revenue as long-term receivables; and, the unguaranteed residual value is recorded. The excess
of the sum of the minimum total lease revenue, initial expenditure directly attributable to the grant of
the lease and unguaranteed residual value over the leased asset’s fair value as at the least start date is
accounted for as unrealised financing income and amortised over the lease life using the effective
interest rate method with the amortised amount recognised as rental income for the relevant period.


2.24.           Significant changes of accounting policies and accounting estimates


There is no significant change of accounting policies and accounting estimates for the Company
during the reporting period.


Note 3.         Taxation


3.1. Major taxes and tax rates
The major taxes and tax rates applicable to the Company are listed below:
Tax                                                                 Tax base                                                 Tax rate

Operating tax          Revenue from air service for carriage of goods and passengers and from commission or rental service   3% 、5%

Enterprise income
                                                                 Taxable profit                                               25%
tax

Other taxes applicable to the Company are calculated in accordance with the relevant law and
regulation.


3.2. Infrastructure fund for civil aviation
Infrastructure fund for civil aviation is calculated in accordance with the guidance set out in

                                                                                                                                  65
Shandong Airlines Co., Ltd.                                                                                2010 Annual Report


CaiZong[2004] No.38 (财政部 关于印发民航基础设施建设基金征收使用管理暂行办法) issued
by the Ministry of Finance. CaiZong[2004] No.38 provides that infrastructure fund and civil aviation
shall be calculated using the rates set out within applicable to the relevant category of flight routes,
maximum departure weight and flight distance adopted by the civil aviation industry.


3.3. Tax incentives


3.3.1. Fuel surcharge collected by aviation incorporation upon approval is exempted for operating tax
purposes for the period from January 1st, 2008 to December 31st, 2010 as provided by
CaiShui[2008]No.178 (财政部 国家税务总局 关于航空公司燃油附加费免征营业税的通知).


3.3.2. Revenue earned by domestic individuals and incorporation domiciled in the PRC for the
provision of international transportation services is exempted for operating tax purposes as from
January 1st, 2010 as provided by Caishui[2010]No.8 (财政部国家税务总局关于国际运输劳务免征
营业税的通知)


Note 4.        Business combination and consolidated financial statements


4.1.      Subsidiaries acquired through incorporation or investment

                             Type of             Place of
  Name of subsidiary                                                Nature of business        Registered capital        Business scope
                            subsidiary         registration


 Qingdao International                                                                                                 Warehousing and
  Air Logistics Centre       Holding            Shandong               Transportation                                  distribution of air
                                                                                             CNY 30,000,000.00
  Co., Ltd (hereafter,      subsidiary          Qingdao                warehousing                                           cargo,
  Qingdao Logistics)                                                                                                   E-commerce, etc




(Continued)


                                                       Ending balances of projects
                            Actual investment value
       Name of subsidiary                              constituting net investment       Shareholding proportion (%)        Voting right (%)
                            as at December 31,2010
                                                              in the subsidiary



 Qingdao Logistics             23,813,205.97                       0.00                            70.00                         70.00




(Continued)




                                                                                                                                       66
Shandong Airlines Co., Ltd.                                                                                         2010 Annual Report



                                                                                                                   The balance of parent company’s equity,
                                                                                     Value of minority
                                                                                                                    that is equal to the parent shareholders’
                                                                                   interest that utilized to
                                Financial statement                                                                 equity less the subsidiary’s current loss
    Name of subsidiary                                     Minority interest       write off the profits or
                                  consolidation                                                                    undertaken by the minority shareholders
                                                                                     losses attributed to
                                                                                                                      according their share quotient at the
                                                                                   minority shareholders
                                                                                                                            beginning of the period


 Qingdao Logistics                     Yes                 13,462,271.78                    0.00                                      0.00


4.2. Subsidiaries acquired through business combination not under common control
                                   Type of                                           Nature of
     Name of subsidiary                                Place of registration                                Registered capital            Business scope
                                  subsidiary                                          business
 Qingdao Feisheng                                                                                                                       Development and
 International Aviation                                                                                                                application of civil
 Training Technology            Wholly-owned                                                                                          aviation technology;
                                                       Shandong Qingdao            Pilot training          CNY 51,545,500.00
 Development Co., Ltd             subsidiary                                                                                        pilot training and related
 (hereafter, Qingdao                                                                                                                      activities and
 Feisheng)                                                                                                                                 consultancy



(Continued)


                                                           Ending balances of
                          Actual investment value as       projects constituting         Shareholding
  Name of subsidiary                                                                                                         Voting right (%)
                            at December 31,2010           net investment in the         proportion (%)
                                                                subsidiary
 Qingdao Feisheng             57,677,479.46                       0.00                      100.00                               100.00




(Continued)


                                                                                      Value of minority
                                                                                                                The balance of parent company’s equity,
                                                                                     interest that utilized
                                                                                                                 that is equal to the parent shareholders’
                                                                                        to write off the
                             Financial statement                                                                 equity less the subsidiary’s current loss
  Name of subsidiary                                        Minority interest          profits or losses
                                consolidation                                                                   undertaken by the minority shareholders
                                                                                         attributed to
                                                                                                                   according their share quotient at the
                                                                                           minority
                                                                                                                         beginning of the period
                                                                                         shareholders
 Qingdao Feisheng                    Yes                          0.00                       0.00                                  0.00


4.3. Change of the scope of consolidation
4.3.1. Change of the scope of consolidation
Shares of Qingdao Feisheng previously held by SDA Group were acquired by the Company on
November 29th, 2010. Immediately after the share acquisition, Qingdao Feisheng became a
wholly-owned subsidiary of the Company, see Note 4.4 for details of the acquisition of Qingdao
Feisheng. Apart from the acquisition of Qingdao Feisheng, the scope of consolidation for the current
reporting period remained unchanged from the last reporting period.

                                                                                                                                                 67
 Shandong Airlines Co., Ltd.                                                                                2010 Annual Report


 4.4. Business combination not under common control during the current reporting period
 The acquisition of 100% shareholding in Qingdao Feisheng from SDA Group was effected during the
 current reporting period per share transfer agreement by SDA Group and the Company signed on
 March 1st, 2010. The registration of the change of share ownership was completed on November 29th,
 2010. Qingdao Feisheng became a wholly-owned subsidiary of the Company as from the completion
 date of the registration of the change of share ownership.
                                                                    Goodwill                            Measurement of goodwill
                      Acquiree
                                                            recognised upon acquisition                     upon acquisition
                                                                                                   The excess of the fair value of the
                                                                                               acquisition-date identifiable net assets of
                Qingdao Feisheng                                  10,220,816.22
                                                                                                  Qingdao Feisheng over the cost of
                                                                                                           acquisition (note)

 Note: The fair value and carrying amount of the net identifiable assets of Qingdao Feisheng as at
 November 29th, 2010 upon the valuation carried out by the management of the Company are
 presented below:
Items                                                                          Fair value                                Carrying amount
Monetary funds                                                             7,644,829.83                                     7,644,829.83
Accounts receivable                                                      10,591,056.50                                     10,591,056.50
Other receivables                                                            229,850.00                                         229,850.00
Fixed assets                                                             53,627,418.97                                     64,050,227.36
Deferred tax assets                                                          229,127.01                                         229,127.01
Accounts payable                                                          -1,119,342.75                                    -1,119,342.75
Taxes payable                                                                  25,367.22                                         25,367.22
Interests payable                                                           -264,599.08                                      -264,599.08
Other payables                                                            -2,907,044.46                                    -2,907,044.46
Long-term borrowings                                                    -20,600,000.00                                    -20,600,000.00
Net assets                                                               47,456,663.24                                     57,879,471.63
Goodwill recognised upon acquisition                                     10,220,816.22

Cost of acquisition                                                      57,677,479.46



 Note 5. Main items of the consolidated financial statements
 5.1. Monetary funds
                                             2010.12.31                                                   2009.12.31
Currency                          Original      Exchange             Presentation            Original       Exchange             Presentation
                                  currency           rate                currency           currency              rate              currency
Cash on hand

CNY
                             351,682.13         1.000000              351,682.13          262,286.69        1.000000             262,286.69
HKD
                                  4,386.60      0.850930                3,732.69             386.60         0.880500                 340.40
USD
                                 21,819.25      6.622700              144,502.35            1,057.92        6.828200               7,223.69
GBP
                                  1,377.70    10.218200                14,077.61             362.80        10.978000               3,982.82
CAD
                                    10.00       6.603100                   66.03               10.00        6.517100                   65.17




                                                                                                                                         68
 Shandong Airlines Co., Ltd.                                                                           2010 Annual Report


                                          2010.12.31                                                  2009.12.31
Currency                       Original      Exchange            Presentation          Original        Exchange          Presentation
                               currency           rate              currency           currency              rate           currency

JPY
                          582,000.00         0.081260              47,293.32               0.00        0.073800                 0.00
EUR
                                514.00       8.806500               4,526.54          6,870.00         9.797100           67,306.08

TWD                            1,680.00      0.226180                 379.98               0.00        0.221200                 0.00
Subtotal
                                                                  566,260.65                                             341,204.85
Bank

CNY
                       143,126,509.59        1.000000        143,126,509.59      47,952,878.72         1.000000       47,952,878.72
USD
                          627,267.34         6.622700           4,154,203.41        126,124.43         6.828200          861,202.83

KRW                     40,902,359.18        0.005823             238,174.43     30,317,123.00         0.005876          178,143.41

TWD                      1,038,562.00        0.226180             234,901.82               0.00        0.221200                 0.00

JPY                      3,522,454.00        0.081260             286,234.61               0.00        0.073800                 0.00
Subtotal
                                                             148,040,023.86                                           48,992,224.96
Other monetary funds

CNY
                       184,966,363.25        1.000000        184,966,363.25     144,732,312.88         1.000000      144,732,312.88
Subtotal
                                                             184,966,363.25                                          144,732,312.88
Total
                                                             333,572,647.76                                          194,065,742.69


 5.1.1. Other monetary funds as at December 31st, 2010 include monetary funds with
 restriction-on-movement imposed amounting to 184,966,363.25, within which guarantee deposits for
 bankers’ acceptance and guarantee deposits for Hui Li Da financing contracts amount to
 34,800,000.00 and 150,166,363.25 respectively.


 5.1.2. The balance carried forward of monetary funds increased for 71.89% from the balance brought
 forward. The increased mainly resulted from the increased amount of guarantee deposits for Hui Li
 Da financing contracts.


 5.2. Financial assets held for trading
 Item                                                  Fair value as at 2010.12.31 (CNY)          Fair value as at 2010.01.01 (CNY)

 Interest rate swaps                                                       9,290,846.62                              11,341,846.48

 Total                                                                     9,290,846.62                              11,341,846.48



 5.2.1. The notional principal of immature interest rate swaps held as at December 31st, 2010 amounted
 to USD 174,301,892.40; and, the market value of the swaps as at December 31st, 2010 quoted by the
 bank amounted to CNY 9,290,846.62 (USD 1,402,878.98).


 5.3. Accounts receivables

                                                                                                                                69
Shandong Airlines Co., Ltd.                                                                          2010 Annual Report




5.3.1.      Disclosure by classification
                                                                                             2010.12.31
                                                                         Book value                         Provision for bad debts
 Category
                                                                                       Proportion                             Proportion
                                                                  Amount(CNY)                             Amount(CNY)
                                                                                               (%)                                      (%)

 Accounts receivable of individual significance                  159,361,519.11              81.68                0.00                 0.00


 Categorised accounts receivable:

 Categorisation by nature of receivables                          34,824,626.72              17.85        1,741,231.34                 5.00


 Subtotal of category                                             34,824,626.72              17.85        1,741,231.34                 5.00

 Accounts receivable of individual insignificance
                                                                     916,508.05               0.47          916,508.05           100.00
 subject to individual assessment for impairment
 Total                                                           195,102,653.88           100.00          2,657,739.39                 1.36



(Continued)


 Category                                                                                    2009.12.31
                                                                         Book value                         Provision for bad debts
                                                                                       Proportion                             Proportion
                                                                  Amount(CNY)                             Amount(CNY)
                                                                                               (%)                                      (%)

 Accounts receivable of individual significance                 130,379,296.86             91.06                  0.00                 0.00

 Categorised accounts receivable:

 Categorisation by nature of receivables                         12,806,946.47               8.94          640,347.37                  5.00

 Subtotal of category                                            12,806,946.47               8.94          640,347.37                  5.00

 Accounts receivable of individual insignificance
                                                                          0.00               0.00                 0.00                 0.00
 subject to individual assessment for impairment
 Total                                                          143,186,243.33            100.00           640,347.37                  0.45
① Classification of accounts receivable: See Note 2.10 for criteria for classification of accounts
receivable of individual significance, categorised accounts receivable and accounts receivable of
individual insignificance subject to individual assessment for impairment.
② Categories of accounts receivable subject to provision for bad debts by percentage of carrying
amount
               Category                            Book value                     Proportion (%)             Provision for bad debts

 Categorisation    by     nature   of
                                              34,824,626.72                           5.00                      1,741,231.34
 receivables
 Total                                        34,824,626.72                                                     1,741,231.34



5.3.2. Accounts receivable of individual insignificance subject to individual assessment for
impairment:

                                                                                                                                 70
Shandong Airlines Co., Ltd.                                                                                      2010 Annual Report


           Details              Book value(CNY)                     Bad debts(CNY)                 Proportion (%)                  Comment
                                                                                                                        Individually assessed as
 CR Airways                        916,508.05                           916,508.05                      100.00
                                                                                                                                 uncollectable
 Total                             916,508.05                           916,508.05


5.3.3.          Accounts receivables owed by shareholders with 5% or more voting right during the
reporting period
                                                   2010.12.31                                                     2009.12.31
         Shareholder
                                   Amount(CNY)          Provision for bad debts (CNY)          Amount(CNY)           Provision for bad debts (CNY)

 Air China                         66,366,844.88                                  0.00         53,828,640.46                                     0.00
 Total                             66,366,844.88                                  0.00         53,828,640.46                                     0.00



5.3.4.          The top five account receivables
                                                                                                                                       % of total
 Name of company                           Relationship with the Company               Amount(CNY)                   Age               accounts
                                                                                                                                      receivables
 Air China                                            Related parties                  66,366,844.88             Within 1 year           34.02
 BSP                                                Non-related parties                64,125,118.02             Within 1 year           32.87
 China Civil Aviation Clearing Centre               Non-related parties                28,869,556.21             Within 1 year           14.8
 Air China Cargo Co., Ltd.                            Related parties                    3,275,079.39            Within 1 year           1.68
 China Post, Jinan(济南市邮政局)                    Non-related parties                  2,799,874.16            Within 1 year           1.44
 Total                                                                                 165,436,472.66                                    84.81


5.3.5.          Accounts receivables owed by related parties
                                                                                                                                   % of total accounts
 Name                                              Relationship with the Company                   Amount (CNY)
                                                                                                                                          receivables
                                                          Principal investor
 Air China                                                                                         66,366,844.88                                 34.02
                                                           of the Company
                                                   Controlled by principal investors
 Shenzhen Airlines Co., Ltd.                                                                        1,849,400.00                                  0.95
                                                           of the Company
                                                   Controlled by principal investors
 Air China Cargo Co., Ltd.                                                                          3,275,079.39                                  1.68
                                                           of the Company
 Total                                                                                             71,491,324.27                                 36.65



5.4. Advances to suppliers


5.4.1.          Presentation by age
                                                     2010.12.31                                                  2009.12.31
 Age
                                         Amount (CNY)                   Proportion (%)                    Amount (CNY)             Proportion (%)
 Within 1 year                             27,837,071.95                        98.18                      21,184,884.28                    94.13
 1 – 2 years                                 479,793.30                          1.69                      1,304,378.20                     5.80

 2 – 3 years                                   27,706.35                         0.10                                                       0.07
                                                                                                                 15,000.00
 3 - 4 years                                       8,884.20                       0.03                                0.00                   0.00
 Total                                     28,353,455.80                       100.00                      22,504,262.48                   100.00



5.4.2.          List the top five balance of advances to suppliers

                                                                                                                                            71
Shandong Airlines Co., Ltd.                                                                                  2010 Annual Report


                                                           Relationship with                2010.12.31                              Reasons for
 Name of company                                                                                                Age
                                                             the Company                        (CNY)                               unsettlement

                                                                                                                                     Advanced
 RBSAEROSPACELIMITED                                       Non-related parties             8,669,239.05     Within 1 year
                                                                                                                                        rental


                                                                                                                                     Advanced
 CELESTIALAVIATIONTRADING22LIMITED                         Non-related parties             2,521,473.32     Within 1 year
                                                                                                                                        rental


                                                                                                                                     Advanced
 TURFDELLLIMITED                                           Non-related parties             2,454,580.00     Within 1 year
                                                                                                                                        rental

                                                                                                                                     Advanced
 Shandong XiangYu Air Technology Co., Ltd.                   Related parties               1,918,266.76     Within 1 year           payment for
                                                                                                                                      purchase

                                                                                                                                     Advanced
 PACIFICBRIHARCORPORATIONLIMITED                           Non-related parties             1,167,584.00     Within 1 year
                                                                                                                                        rental

 Total                                                                                 16,731,143.13



5.4.3.         There is no Advance to supplier balance due from shareholders who own five or over five
percent voting rights as at December 31st, 2010.


5.4.4.         Advances to related parties
                                                                                                                            % of total Advances
 Name of company                             Relationship with the Company           Balance carried forward (CNY)
                                                                                                                                    to suppliers

 Shandong XiangYu Air Technology         Controlled by principal investors of
 Co., Ltd.                                          the Company
                                                                                                      1,918,266.76                        6.77

 Total                                                                                                1,918,266.76                        6.77


5.5. Interests receivable
5.5.1.       Interests receivable
                                                                       Increase in            Decrease in
                   Item                      2009.12.31                                                                              2010.12.31
                                                                      year(CNY)               year(CNY)

         Interests on bank deposits                 0.00            3,227,582.17             1,818,054.04                          1,409,528.13

                   Total                            0.00            3,227,582.17             1,818,054.04                          1,409,528.13

5.5.2.       Note: Interests receivable are interest income from guarantee deposits receivable within one
year.


5.6. Dividends receivable


 Item                                        2009.12.31         Increase in year(CNY)                Decrease in year(CNY)         2010.12.31

 Dividends receivable aged less than
 1 year:
 China TravelSky Co., Ltd.                  1,617,642.00                  1,165,398.00                        2,783,040.00                0.00
 Jinan International Airport Co., Ltd.              0.00                       69,993.15                         69,993.15                0.00
 Total                                      1,617,642.00                  1,235,391.15                        2,853,033.15                0.00



                                                                                                                                         72
Shandong Airlines Co., Ltd.                                                                           2010 Annual Report




5.7. Other receivables


5.7.1.      Disclosure by classification
                                                                                        2010.12.31
 Category                                                      Book value                               Provision for bad debts
                                                        Amount(CNY)       Proportion (%)               Amount(CNY)         Proportion (%)


 Other receivable of individual significance         228,578,538.56                68.01             109,051,717.65                    47.71


 Categorised other receivable:


 Categorisation by nature of receivables               42,550,559.86               12.66               2,127,527.99                     5.00


 Subtotal of category                                  42,550,559.86               12.66               2,127,527.99                     5.00

 Other receivable of individual insignificance
 subject     to   individual   assessment   for        64,955,587.90               19.33                        0.00                    0.00
 impairment
 Total                                               336,084,686.32               100.00             111,179,245.64                    33.08



(Continued)
                                                                                        2009.12.31

 Category                                                      Book value                               Provision for bad debts

                                                         Amount(CNY)        Proportion (%)             Amount(CNY)        Proportion (%)


 Other receivables of individual significance         209,239,407.19                77.02            109,051,717.65                    52.12


 Categorised other receivables:

 Categorisation by nature of receivables               41,301,839.00                15.20              2,065,091.95                     5.00
 Subtotal of category                                  41,301,839.00                15.20              2,065,091.95                     5.00
 Other receivables of individual
 insignificance subject to individual                  21,127,577.40                 7.78                        0.00                   0.00
 assessment for impairment
 Total                                                271,668,823.59              100.00             111,116,809.60                    40.90
① Classification of other receivables: See Note 2.10 for criteria for classification of other receivables of individual

significance, categorised other receivables and other receivables of individual insignificance subject
to individual assessment for impairment.
② Categories of other receivables subject to provision for bad debts by percentage of carrying
amount:

                        Category                             Book value           Proportion (%)        Provision for bad debts




                                                                                                                                  73
 Shandong Airlines Co., Ltd.                                                                                      2010 Annual Report



  Categorisation by nature of receivables                             42,550,559.86                      5.00                       2,127,527.99

  Total                                                               42,550,559.86                                                 2,127,527.99



 5.7.2.      Other receivables of individual insignificance subject to individual assessment for
             impairment:
                                                                                      Bad and doubtful
  Details                                                  Book value(CNY)                                        Proportion (%)         Comment
                                                                                           debt(CNY)
                                                                                                                                       Individually
  Aerdragon Aviation Partners Limited                          3,973,620.00                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  Aviation Capital Group Corporation                           8,841,304.50                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  Babcock & Brown Aircraft Management LLC                     9,801,596.00                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  Bellevue Aircraft Leasing(Ireland) Limited                   2,880,874.50                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  BOC AVIATION                                                 5,298,160.00                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  GE Commercial Aviation Services                              3,801,429.80                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  Pacific Brihar Corporation Limited                           3,496,785.60                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  Rainier Aircraft Leasing(Ireland) Limited                   13,086,601.50                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  Shannon Engine Support LTD                                    827,837.50                       0.00                        0.00       assessed as
                                                                                                                                       not impaired
                                                                                                                                       Individually
  The Boeing Company                                          12,947,378.50                      0.00                        0.00       assessed as
                                                                                                                                       not impaired
  Total                                                       64,955,587.90                      0.00                        0.00



 5.7.3.      Other receivables owed by shareholders with 5% or more voting rights during the
             reporting period
                                                 2010.12.31                                                     2009.12.31
 Shareholder                                   Amount       Provision for bad debts                       Amount        Provision for bad debts
                                               (CNY)                        (CNY)                           (CNY)                          (CNY)

 Air China                               40,503,711.76                        0.00                 23,382,955.26                             0.00

 Total                                   40,503,711.76                        0.00                 23,382,955.26                             0.00



 5.7.4.        List the amount of top five other receivable
                                                                                                                                        % of total
                                                Relationship with the
Name of company                                                                  Amount(CNY)                      Age                       other
                                                         Company
                                                                                                                                      receivables
Shandong Rainbow Commercial Jet Co.,
                                                    Related parties               109,051,717.65                3-7 years                   32.45
Ltd.

CDB Leasing Co., Ltd.                             Non-related parties                 41,354,563.28        Over 5 years                     12.30

Air China                                           Related parties                   40,503,711.76       Within 2 years                    12.05



                                                                                                                                               74
  Shandong Airlines Co., Ltd.                                                                                   2010 Annual Report


                                                                                                                                      % of total
                                                      Relationship with the
 Name of company                                                                       Amount(CNY)              Age                        other
                                                              Company
                                                                                                                                    receivables
 Beijing FuLaiTe Technology Development
                                                       Non-related parties               19,124,985.87      Within 1 year                  5.69
 Co., Ltd.

 Singapore Aircraft Leasing Enterprise                 Non-related parties               18,543,560.00      Within 5 years                 5.52

 Total                                                                                  228,578,538.56                                    68.01



  5.7.5.          Other receivables owed by related parties
                                                                                                                                 % of total other
 Name of company                                          Relationship with the Company                Amount(CNY)
                                                                                                                                     receivables
                                                                  Principal investor
 Air China                                                                                            40,503,711.76                       12.05
                                                                  of the Company
                                                          Controlled by principal investors
 Shandong XiangYu Air Technology Co., Ltd.                                                             3,864,597.95                        1.15
                                                                  of the Company

 Shandong Rainbow Commercial Jet Co., Ltd.                           Associate                       109,051,717.65                       32.45

 Total                                                                                               153,420,027.36                       45.65



  5.7.6. The balance carried forward of other receivables increased for 40.08% from the balance brought
  forward. The increase mainly resulted from guarantee deposits for importation of leased aircrafts and
  aircraft maintenance and down payments for aircraft purchase paid during the current reporting
  period.


  5.8. Inventories


  5.8.1.         Classification
                                            2010.12.31                                                      2009.12.31

         Types                               Impairment                Carrying                                 Impairment              Carrying
                         Cost(CNY)                                                            Cost(CNY)
                                         provision(CNY)             value(CNY)                              provision(CNY)           value(CNY)


 Consumable
                       73,805,475.19                   0.00       73,805,475.19         63,025,085.14            353,539.79        62,671,545.35
 air equipments
 Low-value
                        3,066,637.08                   0.00        3,066,637.08          1,814,143.03                     0.00      1,814,143.03
 consumables
 Materials               915,137.19                    0.00             915,137.19            270,642.83                  0.00        270,642.83

 Others                         0.00                   0.00                   0.00            511,449.89                  0.00        511,449.89

 Total                 77,787,249.46                   0.00       77,787,249.46         65,621,320.89            353,539.79        65,267,781.10




  5.8.2.         Impairment
                                                                                         Decrease in year
                                         2009.12.31     Provision in year                                                               2010.12.31
Type                                                                                    Reversal              Write off
                                            (CNY)                 (CNY)                                                                     (CNY)
                                                                                         (CNY)                  (CNY)



                                                                                                                                             75
  Shandong Airlines Co., Ltd.                                                                                                   2010 Annual Report


Consumable air
                                              353,539.79                    0.00                         0.00             353,539.79                            0.00
equipments
Total                                         353,539.79                    0.00                         0.00             353,539.79                            0.00



  5.9. Investment in associates

                         Type of         Place of              Legal                Nature of             Register       Shareholding         Voting
        Associate
                       registration    registration        representative           business            capital(CNY)    proportion(%)       right(%)

     Shandong
                         Limited
      Rainbow                             Jinan,                                    Air
                         liability                          Zhao, Hong                                  50,000,000.00           45             45
    Commercial                          Shandong                               transportation
                        company
    Jet Co., Ltd.



  (Continued)


                                                                                                                Total operating
                                                    Total liabilities                                                                     Net profits for the
                       Total assets carried                                        Net assets carried           income for the
        Associate                                       carried                                                                               reporting
                         forward(CNY)                                               forward(CNY)                   reporting
                                                    forward(CNY)                                                                           period(CNY)
                                                                                                                 period(CNY)
   Shandong
   Rainbow
                         15,940,204.12              179,265,838.22                 -163,325,634.10               6,631,350.00              -45,226,097.22
   Commercial
   Jet Co., Ltd.



  5.10.             Long-term equity investments


  5.10.1            Disclosure


                                                                                                                                   Accumulated         Impairment
                                                                                    Changes in
 Name of investee                                         2009.12.31(CNY)                          2010.12.31(CNY)                  impairment         provision in
                                                                                    year(CNY)
                                                                                                                                provision(CNY)          year(CNY)
 Ⅰ. Long-term equity investments measured
                                                                                                                                                    
 at cost method
 China TravelSky Co., Ltd.                                    6,690,000.00                 0.00            6,690,000.00                     0.00                 0.00
 Sichuan Airlines Co., Ltd.                                  35,000,000.00                 0.00           35,000,000.00                     0.00                 0.00
 Jinan International Airport Co., Ltd.                       46,662,100.00                 0.00           46,662,100.00                     0.00                 0.00
 Subtotal                                                    88,352,100.00                 0.00           88,352,100.00                     0.00                 0.00
 Ⅱ. Long-term equity investments measured
                                                                                                                                                    
 by the equity method
 Shandong Rainbow Commercial Jet Co.,
                                                             22,500,000.00                 0.00           22,500,000.00           22,500,000.00                  0.00
 Ltd
 Subtotal                                                    22,500,000.00                 0.00           22,500,000.00           22,500,000.00                  0.00
 Total                                                      110,852,100.00                 0.00          110,852,100.00           22,500,000.00                  0.00


  (Continued):


                                                                                                                                     Reasons for
                                                                                                                                     discrepancy
                                                                                                                                                                Cash
                                                             Initial investment          Shareholding               Voting              between
   Name of investee                                                                                                                                    dividends in
                                                                    cost(CNY)           proportion(%)             right(%)         shareholding
                                                                                                                                                        year(CNY)
                                                                                                                                      and voting
                                                                                                                                           right



                                                                                                                                                           76
Shandong Airlines Co., Ltd.                                                                                   2010 Annual Report


 Ⅰ. Long-term equity investments measured
 at cost method

 China TravelSky Co., Ltd.                                 6,690,000.00              0.45%            0.45%          n/a          1,165,398.00
 Sichuan Airlines Co., Ltd.                               35,000,000.00              10.00%          10.00%          n/a                    0.00

 Jinan International Airport Co., Ltd.                    46,662,100.00              2.53%            2.53%          n/a             69,993.15

 Subtotal                                                 88,352,100.00                                                          1,235,391.15

 Ⅱ. Long-term equity investments measured
 by the equity method

 Shandong Rainbow Commercial Jet Co., Ltd                 22,500,000.00              45.00%          45.00%          n/a                    0.00

 Subtotal                                                 22,500,000.00                                                                   0.00

 Total                                                110,852,100.00                                                             1,235,391.15



5.10.2.      Long-term equity investments held as at 31st December 2010 have no limitation on disposal
imposed.


5.11. Fixed assets and accumulated depreciation


5.11.1.      Classification
 Types                                      2009.12.31             Increased(CNY)                               Decreased         2010.12.31
                                                (CNY)         Other increase (CNY)     Purchase(CNY)               (CNY)              (CNY)
 ①Total historical cost             8,884,896,758.01              131,788,852.49      504,821,968.68     79,935,994.45      9,441,571,584.73
 Houses and buildings                    223,592,323.30                       0.00           192,449.20       2,811,000.00    220,973,772.50
 Aircrafts and aircraft engine       8,090,415,052.13              129,760,614.89      446,550,869.59     32,040,000.00      8,634,686,536.61
 High-value rotables                     431,124,374.06                       0.00      41,536,398.30     17,835,593.81       454,825,178.55
 Transportation vehicles                  38,197,107.13                       0.00       2,984,678.26         1,451,518.09     39,730,267.30
 Machinery, equipments and others        101,567,901.39               2,028,237.60      13,557,573.33     25,797,882.55        91,355,829.77
                                                                                         Depreciation
                                                                                           during the
                                                              Other increase (CNY)
                                                                                              current
                                                                                          year(CNY)
 ②Total accumulated depreciation    2,253,295,993.05                63,611,658.21     563,013,991.59     54,847,418.97      2,825,074,223.88
 Houses and buildings                     26,694,789.94                       0.00       6,826,310.35                0.00      33,521,100.29
 Aircrafts and aircraft engine       2,014,255,500.72                61,788,614.58     516,831,677.53     31,892,733.49      2,560,983,059.34
 High-value rotables                     143,082,492.05                       0.00      28,446,926.65     10,766,566.26       160,762,852.44
 Transportation vehicles                  18,673,551.96                       0.00       2,797,925.91         1,237,110.16     20,234,367.71
 Machinery, equipments and others         50,589,658.38               1,823,043.63       8,111,151.15     10,951,009.06        49,572,844.10
 ③Total carrying value              6,631,600,764.96                                                                        6,616,497,360.85
 Houses and buildings                    196,897,533.36                                                                       187,452,672.21
 Aircrafts and aircraft engine       6,076,159,551.41                                                                        6,073,703,477.27
 High-value rotables                     288,041,882.01                                                                       294,062,326.11
 Transportation vehicles                  19,523,555.17                                                                        19,495,899.59
 Machinery, equipments and others         50,978,243.01                                                                        41,782,985.67
Note: ①Depreciation increase in year totals CNY 563,013,991.59. The total value of construction
projects completed and recognised as non-current assets in year is CNY 388,853,071.98.
②Total value of non-current assets pledged as security for borrowings and leased aircraft engines


                                                                                                                                       77
 Shandong Airlines Co., Ltd.                                                                                                  2010 Annual Report


 with limitation imposed is CNY 4,203,684,037.08.


 5.11.2.       Leased fixed assets under financial leases
                                                 Historical cost          Accumulated depreciation          Impairment            Balance as at 2010.12.31
 Type
                                                          (CNY)                               (CNY)                (CNY)                            (CNY)
Aircrafts and aircraft engines                  1,886,910,431.23                     634,114,602.71                    0.00                 1,252,795,828.52
Total                                           1,886,910,431.23                     634,114,602.71                    0.00                 1,252,795,828.52



 5.11.3.       Fixed assets pending ownership registration
                                                             Balance as at 2010.12.31
 Types                                                                                                     Reasons for pending ownership registration
                                                                                    (CNY)

                                                                                                     Land rented from Jinan Air Control, not eligible for
 Jinan cargo arrival and departure warehouses                               15,564,626.56
                                                                                                                    ownership registration

 Qingdao aircraft maintenance workshops                                     41,036,087.20                     Ownership registration in process

 Yantai terminal building                                                   19,792,778.60                     Ownership registration in process

 Total                                                                      76,393,492.36



 5.11.4.       Impairment
 No impairment provision was provided as at 31st December 2010 as no evidence suggests assets has
 impaired.


 5.12. Construction in progress


 5.12.1.       Details of construction in progress
                                                          2010.12.31                                                       2009.12.31
                                                          Impairment                                                          Impairment
  Types                                Book value                              Carrying value            Book value                           Carrying value
                                                            provision                                                           provision
                                           (CNY)              (CNY)                    (CNY)                 (CNY)                (CNY)              (CNY)
  B737-800 aircrafts               863,452,904.96                  0.00        863,452,904.96        340,589,155.31                 0.00     340,589,155.31
  ARJ21-700 aircrafts               60,778,195.00                  0.00         60,778,195.00         60,778,195.00                 0.00       60,778,195.00

  B737NG simulated aircrafts                    0.00               0.00                     0.00      19,435,867.69                 0.00       19,435,867.69

  Terminal buildings                11,479,922.80                  0.00         11,479,922.80                   0.00                0.00                0.00

  Other construction projects        1,542,227.58                  0.00          1,542,227.58          1,474,227.58                 0.00        1,474,227.58

  Total                            937,253,250.34                  0.00        937,253,250.34        422,277,445.58                 0.00     422,277,445.58



 5.12.2.      Changes of significant construction in progress
                                                                                            Transferred to fixed                  Other
                                          2009.12.31          Increase in year                                                                     2010.12.31
               Types                                                                                      assets              decreased
                                                (CNY)                      (CNY)                         (CNY)                   (CNY)                 (CNY)
B737-800 aircrafts                   340,589,155.31           836,273,789.05                    313,410,039.40                      0.00       863,452,904.96
ARJ21-700 aircrafts                    60,778,195.00                         0.00                           0.00                    0.00        60,778,195.00

B737NG simulated aircrafts             19,435,867.69           56,007,164.89                       75,443,032.58                    0.00                 0.00
Maintenance workshops, terminal
buildings   and    arrival and                     0.00        11,479,922.80                                0.00                    0.00        11,479,922.80
departure warehouses
Other construction projects             1,474,227.58                 68,000.00                              0.00                    0.00         1,542,227.58


                                                                                                                                                         78
Shandong Airlines Co., Ltd.                                                                                            2010 Annual Report


Total                                     422,277,445.58          903,828,876.74               388,853,071.98                0.00        937,253,250.34



5.12.3.        Capitalisation of construction in progress
                                                                      Transferred to              Other
                            2009.12.31        Increase in year                                                  2010.12.31
Projects                                                                fixed assets           decrease                             Source of finance
                                (CNY)                 (CNY)                                                        (CNY)
                                                                             (CNY)               (CNY)
B737-800                                                                                                                       Loans from financial
                           4,857,721.01        -3,616,027.05           7,872,667.00                0.00     -6,630,973.04
aircrafts                                                                                                                              institutions
ARJ21-700                                                                                                                      Loans from financial
                            487,587.70                     0.00                0.00                0.00         487,587.70
aircrafts                                                                                                                              institutions
Total                      5,345,308.71        -3,616,027.05           7,872,667.00                0.00     -6,143,385.34



5.12.4.        The corresponding carrying value of aircraft purchase rights pledged as security for
borrowings in construction in progress as at 31st December 2010 is CNY 863,452,904.96.


5.12.5.        No impairment provision is provided as at 31st December 2010 as no evidence suggests
construction project impairment.


5.12.6.        The balance carried forward of construction in progress increased for 122.00% from the
balance brought forward. The increase mainly resulted from progress payments for aircraft purchase
paid during the current reporting period.


5.13.          Intangible assets


5.13.1.        Details of intangible assets
                                                  2009.12.31               Increase in year            Decrease in year                    2010.12.31
Types
                                                      (CNY)                            (CNY)                     (CNY)                          (CNY)
A. Total historical cost                       50,808,133.13                            0.00                       0.00                 50,808,133.13
Land use rights                                50,808,133.13                            0.00                       0.00                 50,808,133.13
B. Total accumulated
                                                2,913,059.92                    748,706.68                         0.00                  3,661,766.60
amortization
Land use rights                                 2,913,059.92                    748,706.68                         0.00                  3,661,766.60
C. Total net value                             47,895,073.21                            0.00                       0.00                 47,146,366.53
Land use rights                                47,895,073.21                            0.00                       0.00                 47,146,366.53
D. Total accumulated
                                                         0.00                           0.00                       0.00                               0.00
impairment loss
Land use rights                                          0.00                           0.00                       0.00                               0.00
E. Total carrying value                        47,895,073.21                            0.00                       0.00                 47,146,366.53
Land use rights                                47,895,073.21                            0.00                       0.00                 47,146,366.53



5.13.2.        No impairment provision was provided as at 31st December 2010 as no evidence suggests
intangible asset has impaired.


5.14.       Goodwill



                                                                                                                                                        79
Shandong Airlines Co., Ltd.                                                                                2010 Annual Report


                                                                                                                           Impairment
                                                                                  Decrease in                                allowance
                               Basis for       2009.12.31   Increase in year                           2010.12.31
 Name of investee                                                                        year                                       as at
                             recognition           (CNY)            (CNY)                                  (CNY)
                                                                                      (CNY)                                 2010.12.31
                                                                                                                                   (CNY)
                              Business
                            combination
Qingdao Feisheng              not under              0.00   10,220,816.22                0.00      10,220,816.22                    0.00
                              common
                               control
        Total                                        0.00   10,220,816.22                0.00      10,220,816.22                    0.00

The acquisition of 100% shareholding in Qingdao Feisheng from SDA Group was effected during the
current reporting period per share transfer agreement by SDA Group and the Company signed on
March 1st, 2010. The registration of the change of share ownership was completed on November 29th,
2010; the date of completion of registration of the change of share ownership was so set as the
acquisition date. See Note 4.4 for details of goodwill amounting to 10,220,816.22.
No impairment was recognised for goodwill of Qingdao Feisheng as at December 31st, 2010 upon the
assessment carried out by the management of the Company. The assessment carried out was based on
the current operating assets held by Qingdao Feisheng with consideration given to the audit of the
operation results of Qingdao Feisheng and the result of the report of valuation as at November 30th,
2010.


5.15.          Long-term deferred expenses
                                                Increase     Amortisation
                          2009.12.31                                           Other decreased       2010.12.31     Reasons for other
Type                                             in year           in year
                               (CNY)                                                   (CNY)             (CNY)          decrease
                                                 (CNY)             (CNY)
Pilot recruitment
and training         216,546,250.96        55,920,863.48    42,636,918.25                0.00     229,830,196.19
expenditure
Total                 216,546,250.96       55,920,863.48    42,636,918.25                0.00     229,830,196.19



5.16.          Deferred income tax assets and deferred income tax liabilities


5.16.1.        Recognised deferred income tax assets and deferred income tax liabilities
                                                                                     2010.12.31                             2009.12.31
Types
                                                                                         (CNY)                                     (CNY)
Deferred income tax assets
Deductable temporary difference resulting from impairment
provision                                                                         28,459,246.26                          27,939,289.24
Impairment provision for inventories                                                       0.00                              88,384.95
Provision for asset substantial repair                                            90,795,645.87                          60,683,229.57
Provision for wages and salaries due                                               6,513,851.27                           3,126,007.58
Financial liabilities held for trading                                               966,452.38                                     0.00

Total                                                                            126,735,195.78                          91,836,911.34



                                                                                                                                        80
Shandong Airlines Co., Ltd.                                                                                2010 Annual Report


                                                                                      2010.12.31                             2009.12.31
Types
                                                                                           (CNY)                                 (CNY)
Deferred income tax liabilities

Financial assets held for trading                                                   2,322,711.66                           2,835,461.62

Total                                                                               2,322,711.66                           2,835,461.62



5.16.2.        Corresponding temporary differences to assets and liabilities causing temporary
differences
Types                                                                                 Temporary difference balance carried forward( CNY)
  Corresponding temporary differences to assets causing temporary differences
  Deductable temporary difference resulting from impairment provision                                                     113,836,985.03
  Impairment provision for inventories                                                                                              0.00
  Provision for substantial asset repair                                                                                  363,182,583.47
  Provision for wages and salaries due                                                                                     26,055,405.09
  Financial liabilities held for trading                                                                                    3,865,809.52
  Total                                                                                                                   506,940,783.11
  Corresponding temporary differences to liabilities causing temporary
differences
  Fair value changes of tradable financial assets                                                                           9,290,846.62
  Total                                                                                                                     9,290,846.62



5.16.3.        Deferred income tax assets increase in year of 38.00% principally results from the in-year
increase of provision for substantial asset repair.


5.17. Impairment provisions
                                                                            Increase in
                                                          2009.12.31                                  Decrease in year        2010.12.31
                                                                                  year
                         Types
                                                                                                                Write
                                                              (CNY)            (CNY)       Reversal(CNY)                          (CNY)
                                                                                                            off(CNY)
 (1) Impairment provision for accounts receivables        640,347.37      2,017,392.02              0.00          0.00      2,657,739.39
 (2) Impairment provision for other receivables       111,116,809.60         62,436.04              0.00          0.00    111,179,245.64
 (3) Impairment provision for inventories                 353,539.79              0.00              0.00   353,539.79               0.00
 (4) Impairment provision for long-term equity
                                                       22,500,000.00              0.00              0.00          0.00     22,500,000.00
 investments
 Total                                               134,610,696.76       2,079,828.06              0.00   353,539.79     136,336,985.03



5.18. Short-term borrowings


5.18.1. Disclosure by classification
                                                                             2010.12.31                                     2009.12.31
Types
                                                                                 (CNY)                                          (CNY)
Secured loans (usage right on assets pledged
surrendered)                                                              93,173,692.10                                   71,537,020.88

Unsecured loans
                                                                         399,412,917.40                                            0.00

Guaranteed loans
                                                                         508,682,427.23                                  668,282,000.00

Total
                                                                        1,001,269,036.73                                 739,819,020.88




                                                                                                                                     81
Shandong Airlines Co., Ltd.                                                                               2010 Annual Report


5.18.2. The balance carried forward of short-term borrowings increased for 35.34% from the balance
brought forward. The increase mainly resulted from increased use of Payment by Agreement
short-term financing.


5.19. Financial liabilities held for trading
                                                                                  Fair value                             Fair value
                             Item                                                      as at                                    as at
                                                                                 2010.12.31                             2009.12.31

  Hui Li Da financing contract                                               3,865,809.52                                      0.00

                             Total                                           3,865,809.52                                      0.00



5.20. Notes payable
                                                                                2010.12.31                             2009.12.31
   Types
                                                                                    (CNY)                                  (CNY)

   Trade acceptance
                                                                             19,042,835.33                                   0.00

   Bankers’ acceptance
                                                                            116,000,000.00                         182,124,331.32

   Total                                                                    135,042,835.33
                                                                                                                   182,124,331.32



5.21.         Accounts payable


5.21.1.       Aging analysis
                                                                             2010.12.31                                2009.12.31
   Age
                                                                                 (CNY)                                     (CNY)

   Within 1 year                                                      1,007,699,961.12
                                                                                                                   804,837,986.14

   Over 1 year                                                               900,090.37
                                                                                                                     7,194,963.93

   Total                                                               1,008,600,051.49
                                                                                                                   812,032,950.07



5.21.2.       Accounts payables owed to shareholders or related parties with 5% or more voting
right as at 31st December 2010
                                                                                             2010.12.31                  2009.12.31
Companies                                     Nature of liability
                                                                                                (CNY)                          (CNY)
Shandong International Air
                                                Training fees                                     0.00                 1,816,020.00
Training Co., Ltd.
Qingdao FeiSheng                                Training fees                                     0.00                 3,750,453.00
                                     Ground services, delay and claim for
Air China                                                                                 3,437,689.95                 3,962,987.26
                                               loosed baggage
Shandong TaiGu Aircraft               Maintenance expense and air route
                                                                                       27,829,926.58                  13,641,513.24
Projecting Co., Ltd.                             subscription

Air China Cargo Co., Ltd.                Landing and departure fees                        414,307.39                           0.00

Total                                                                                  31,681,923.92                  23,170,973.50




                                                                                                                                 82
Shandong Airlines Co., Ltd.                                                                       2010 Annual Report




5.21.3.         There is no accounts payable of significant value of which the age is over 1 year.


5.22.           Advances from customers


5.22.1.         Aging analysis
                                                                     2010.12.31                                  2009.12.31
Type
                                                                        (CNY)                                        (CNY)

Within 1 year                                                     202,271,352.58
                                                                                                             117,859,114.71

Over 1 year                                                          182,316.20
                                                                                                                 97,125.72

Total                                                             202,453,668.78
                                                                                                             117,956,240.43



5.22.2. The 71.63% in-year increase of advances from customers from the balance brought forward
principally results from the increased transportation capacity, the increased average fare rates and the
Spring Festival effect.


5.22.3.       There is no advances from customers balance due from shareholders who own five or over
five percent voting rights as at December 31, 2010.


5.23.           Employment benefits payable


Types
                                                     2009.12.31        Increase in year   Payments in year         2010.12.31
                                                         (CNY)                    (CNY)            (CNY)               (CNY)


(1) Wages and salaries, bonuses, subsidies and
                                                 122,517,360.85       745,456,642.00      659,547,040.77       208,426,962.08
allowances


(2) Employee benefits                                      0.00        32,000,785.41       32,000,785.41                 0.00



(3) Social insurance                                       0.00       106,341,580.40      104,693,758.91         1,647,821.49



Within: ① Medical insurance                               0.00        26,745,226.50       25,097,405.01         1,647,821.49



        ②Basic retirement insurance                       0.00        48,614,057.33       48,614,057.33                 0.00



        ③Annuity fee                                      0.00        26,144,407.20       26,144,407.20                 0.00



        ④Unemployment fee                                 0.00         2,954,675.18        2,954,675.18                 0.00




                                                                                                                        83
Shandong Airlines Co., Ltd.                                                                   2010 Annual Report


Types
                                                      2009.12.31   Increase in year   Payments in year         2010.12.31
                                                          (CNY)            (CNY)               (CNY)               (CNY)



        ⑤ Work injury insurance                            0.00      842,887.71          842,887.71                0.00



        ⑥Pregnancy insurance                               0.00     1,040,326.48       1,040,326.48                0.00



        ⑦Reserved funds for disable jobseekers             0.00              0.00               0.00               0.00



(4) Housing provident fund                             12,146.24    27,648,358.19      27,644,720.43           15,784.00



(5) Labor union fee and employee education fee     12,504,030.31    20,010,063.08       6,454,000.52       26,060,092.87



(6) Non-monetary benefits                                   0.00              0.00               0.00               0.00



(7) Redemption of termination of labor contract             0.00        45,037.81           45,037.81               0.00



(8) Others                                                  0.00              0.00               0.00               0.00



Within: Share-based payments settled by cash                0.00              0.00               0.00               0.00



Total                                             135,033,537.40   931,502,466.89     830,385,343.85      236,150,660.44




5.23.1.        There is no payroll in arrears within employment benefits payable.
.
5.23.2.        The 74.88% in-year increase of employment benefits payable from the balance brought
forward principally results from increased annual bonus payable recognised before the year-end.


5.24.           Tax payables
                                                                      2010.12.31                             2009.12.31
Types of Tax
                                                                          (CNY)                                  (CNY)

VAT and customs                                                         1,240.40                                   0.00

Operating tax                                                      14,137,448.21                          13,493,990.29

Urban maintenance and construction surcharge                        1,128,615.52                                   0.00

Education surcharge                                                  816,312.29                                    0.00

Enterprise income tax                                              55,944,404.35                         102,676,537.26

Property tax                                                        1,474,989.82                           1,818,917.29

Tenure tax                                                            111,187.74                             114,655.77




                                                                                                                    84
Shandong Airlines Co., Ltd.                                                                        2010 Annual Report


                                                                           2010.12.31                            2009.12.31
Types of Tax
                                                                              (CNY)                                  (CNY)

Personal income tax                                                     4,647,833.69                           1,594,343.92

Stamp duty                                                              5,349,980.35                           3,567,551.64

Infrastructure fund for civil aviation                                 14,415,017.73                          11,478,774.38

Construction fund for civil airports                                   44,049,512.00                          34,178,042.00

Withholding income tax                                                 17,811,520.19                           8,641,320.63

Withholding business Tax                                               10,218,405.79                                    0.00

Others                                                                      8,702.89                                292.31

Total                                                                 170,115,170.97                         177,564,425.49



5.25.            Interests payable
                                                                          2010.12.31                            2009.12.31
Type
                                                                              (CNY)                                (CNY)

Interest on borrowings
                                                                        9,656,528.23                         4,001,134.66

Total
                                                                        9,656,528.23                         4,001,134.66

Note: The balance carried forward of interests payable increased for 141.00% from the balance
brought forward. The increase mainly resulted from that certain short-term financing arrangements
have a 1-year interest settlement period.


5.26.            Other payables
5.26.1.          Aging analysis
                                                                          2010.12.31                            2009.12.31
Age
                                                                              (CNY)                                (CNY)

Within 1 year
                                                                       74,998,768.73                        78,664,291.44

Over 1 year
                                                                       65,735,212.41                        46,266,172.15

Total                                                                 140,733,981.14
                                                                                                           124,930,463.59



5.26.2.          Other payables owed to shareholders or related parties with 5% or more voting right
            st
as at 31 December 2010
                                                                                           2010.12.31             2009.12.31
Companies                                       Nature of liability
                                                                                               (CNY)                    (CNY)

SDA Group                                        Account balance                        12,192,570.48           4,051,799.74


Air China                                        Quality margin                         20,000,000.00          20,000,000.00


Shandong TaiGu Aircraft Projecting Co., Ltd.    Account balance                           245,400.00                     0.00


Shandong International Air Training Co., Ltd.   Account balance                                  0.00           3,465,953.82


Shenzhen Airlines co., Ltd.                     Account balance                          1,083,308.00                    0.00



                                                                                                                         85
Shandong Airlines Co., Ltd.                                                                                        2010 Annual Report



Total                                                                                               33,521,278.48                   27,517,753.56



5.26.3.        Other payables of significant value due for more than one year

Company                                  Balance (CNY)              Age                               Reasons for unsettlement


Air China Co., Ltd.                       20,000,000.00          3 – 4 years               Wet lease not yet expired, guarantee unsettled

Total                                     20,000,000.00




5.27.          Non-current liabilities due within one year


5.27.1.        Types
                                                                                    2010.12.31                                        2009.12.31
Types
                                                                                        (CNY)                                             (CNY)

Long-term borrowings due within 1 year
                                                                                371,061,574.72                                 393,832,752.98

Long-term accounts payables due with 1 year
                                                                                165,039,834.26                                 209,832,453.69

Subtotal
                                                                                536,101,408.98                                 603,665,206.67

Less: Unrecognised financial lease expenditure
                                                                                 59,333,529.93                                     68,556,748.96

Total
                                                                                476,767,879.05                                 535,108,457.71



5.27.2.      Long-term borrowings due within one year
①       Types
                                                                                    2010.12.31                                       2009.12.31
 Types
                                                                                        (CNY)                                            (CNY)
 Secured loans (usage right on assets pledged
                                                                                304,786,981.68                               393,832,752.98
 withheld)
 Secured loans (usage right on assets pledged
                                                                                 53,667,049.45                                               0.00
 surrendered)

 Guaranteed loans                                                                12,607,543.59                                               0.00


 Total                                                                          371,061,574.72                               393,832,752.98



②       Details of the top five balances of long-term borrowings due within one year
                                                                                    2010.12.31                             2009.12.31
                                                                                                        Amount                           Amount
                                                                                                                        Amount
Companies               Start date       Due date     Currency                    Amount            in reporting                      in reporting
                                                                                                                      in foreign
                                                                      in foreign currency              currency                          currency
                                                                                                                       currency
                                                                                                         (CNY)                            (CNY)
USD account,
Shandong Branch                        Installment
                       2008-7-11                          USD           $10,600,000.00           70,200,620.00             0.00               0.00
China Development                      repayment
Bank




                                                                                                                                               86
Shandong Airlines Co., Ltd.                                                                                            2010 Annual Report


                                                                                     2010.12.31                                  2009.12.31
                                                                                                           Amount                               Amount
                                                                                                                             Amount
Companies               Start date        Due date       Currency                   Amount              in reporting                       in reporting
                                                                                                                           in foreign
                                                                       in foreign currency                 currency                             currency
                                                                                                                            currency
                                                                                                            (CNY)                                 (CNY)
USD account, Jinan
                                         Installment
Branch                  2005-7-15                         USD            $11,200,000.00           74,174,240.00                  0.00               0.00
                                         repayment
Bank of China
USD account, Jinan
Branch                  2010-10-8        2011-10-11       USD              $8,103,500.00          53,667,049.45                  0.00               0.00
Bank of China
CNY account, Jinan
Branch                                   Installment
                        2005-4-7                          CNY              50,000,000.00          50,000,000.00                  0.00               0.00
China Minsheng                           repayment
Banking Corp., Ltd.
USD account,
DongJiao Branch                          Installment
Industrial and          2009-6-30        repayment        USD              $4,000,000.00          26,490,800.00                  0.00               0.00
Commercial Bank of
China

Total                                                                                           274,532,709.45                                      0.00

Note: The interest rates applicable to the above long-term borrowings as at 31st December 2010 are
between 1.1439% and 5.9400%.


5.27.3. There is no borrowing remained unsettled after the due date as at 31st December 2010


5.27.4.          Long-term accounts payables due within one year
                                                                                                            Balance carried
                                Credit      Original amount         Interest rate    Interest accrued                               Conditions of
  Companies                                                                                                            forward
                                term                   (CNY)                (%)               (CNY)                                     borrowing
                                                                                                                       (CNY)
                                                                                                                                  Secured by
  CDB Leasing Co.,           2005.6-20                                                                                            asset(s) with
                                           1,440,000,000.00         6.2964%          59,333,529.93         105,706,304.33
  Ltd.                          20.6                                                                                              usage right
                                                                                                                                  withheld



5.28. Long-term borrowings


5.28.1.       Types
                                                                           2010.12.31                                                         2009.12.31
  Type
                                                                                (CNY)                                                               (CNY)
  Secured loans (usage right on                                      141,288,880.48
                                                                                                                                        162,717,904.24
  assets pledged surrendered)
  Secured loans (usage right on                                     2,013,807,266.59                                                2,024,291,990.60
  assets pledged withheld)
                                                                    1,025,187,030.48
  Guaranteed loans                                                                                                                  1,215,742,693.55

                                                                    3,180,283,177.55                                                3,402,752,588.39
  Total




                                                                                                                                                     87
Shandong Airlines Co., Ltd.                                                                                          2010 Annual Report




5.28.2.Details of the top five balances of long-term borrowings
                                                                            2010.12.31                                  2009.12.31
                                                                                           Amount in                              Amount in reporting
Company             Start date    Due date     Currency     Amount in foreign                             Amount in foreign
                                                                                   reporting currency                                        currency
                                                                        currency                                   currency
                                                                                              (CNY)                                            (CNY)
CNY account,
Jinan Branch
China                            Installment
                    2005-4-7                     CNY            200,000,000.00      200,000,000.00          227,000,000.00           227,000,000.00
Minsheng                         repayment
Banking Corp.,
Ltd.
USD account,
DongJiao
Branch                           Installment
                    2009-6-30                    USD            $30,491,654.64      201,937,081.18          $34,491,654.64           235,515,916.21
Industrial and                   repayment
Commercial
Bank of China
USD account,
                                 Installment
Jinan Branch       2005-12-21                    USD            $26,071,798.00      172,665,696.62          $26,213,260.00           178,989,381.93
                                 repayment
Bank of China
USD account,
                                 Installment
Jinan Branch       2005-10-19                    USD            $26,213,260.00      173,602,557.00          $26,071,798.00           178,023,451.10
                                 repayment
Bank of China
USD account,
                                 Installment
Jinan Branch        2005-7-15                    USD            $19,845,450.00      131,430,461.72          $19,195,533.60           131,070,942.53
                                 repayment
Bank of China

Total                                                                               879,635,796.52                                   950,599,691.77

Note: The interest rates applicable to the above long-term borrowings as at 31st December 2010 are
between 1.1439% and 5.9400%.


5.29.            Long-term payables


5.29.1.          The top five balances of long-term payables
                                          Original amount         Interest rate    Interest accrued     Balance carried forward      Conditions of
Company                   Credit term
                                               (CNY)                  (%)                (CNY)                  (CNY)                 borrowing
                                                                                                                                      Secured by
CDB Leasing Co.,                                                                                                                     asset(s) with
                        2005.6-2020.6        1,440,000,000.00          6.2964%      267,738,800.57              863,013,847.54
Ltd.                                                                                                                                  usage right
                                                                                                                                       withheld

Total                                        1,440,000,000.00                       267,738,800.57              863,013,847.54




5.29.2.        Long-term payables during the current reporting period wholly consisted of financial lease
premium payable.


5.30.            Other non-current liabilities


                                                                                                                                                     88
Shandong Airlines Co., Ltd.                                                                                      2010 Annual Report


                                                                                            2010.12.31                                 2009.12.31
Items
                                                                                                (CNY)                                     (CNY)

CRJ700 post-sale buy-back                                                                   695,774.11
                                                                                                                                  2,087,462.11

Designated subsidy for snow disaster                                                     4,374,958.34
                                                                                                                                  4,739,458.34

SMS fund                                                                                 1,000,000.00
                                                                                                                                  1,000,000.00


PhoenixMiles Program                                                                  53,304,246.55                              19,891,652.55

                                                                                      14,015,649.74
Designated subsidy for civil aviation energy-saving program                                                                                 0.00

Total
                                                                                      73,390,628.74                              27,718,573.00



5.30.1.       Asset-related government grants
                                                                                 Increase in year        Decrease in year
Items                                                  2009.12.31(CNY)                                                        2010.12.31 (CNY)
                                                                                            (CNY)                 (CNY)

Designated subsidy for snow disaster                          4,739,458.34                    0.00           364,500.00            4,374,958.34
SMS fund                                                      1,000,000.00                    0.00                  0.00           1,000,000.00
Designated subsidy for civil aviation energy-saving
                                                                      0.00        14,990,000.00              974,350.26           14,015,649.74
program
Total                                                         5,739,458.34        14,990,000.00             1,338,850.26          19,390,608.08



5.30.2.       PhoenixMiles Program
                                                                         Increase in year            Decrease in year
 Items                                     2009.12.31(CNY)                                                                   2010.12.31 (CNY)
                                                                                  (CNY)                        (CNY)

 PhoenixMiles Program                       19,891,652.55               43,302,419.00                9,889,825.00              53,304,246.55
               Total                        19,891,652.55               43,302,419.00                9,889,825.00              53,304,246.55


5.30.3.       The balance carried forward of other non-current liabilities increased for 165.00% from the
balance brought forward. The increased mainly resulted from the mileages of the PhoenixMiles
Program accumulated and the designated subsidy for civil aviation energy-saving program received
during the current reporting period.


5.31.         Share capital
                                               2009.12.31                   Change of number of shares in year (+/–)                      2010.12.31
                                                                                                Shares
 Items                                                                                      converted
                                                                      Share    Bonus
                                              (Unit: Shares)                                      from       Others         Subtotal      (Unit: Shares)
                                                                  allotment     issue
                                                                                         accumulated
                                                                                                  fund
 (1) Unlisted floating shares
 ① Promoter’s shares                       260,000,000.00           0.00        0.00               0.00         0.00         0.00      260,000,000.00
 Including:
 State-owned shares                          259,801,000.00           0.00        0.00               0.00         0.00         0.00      259,801,000.00
 Shares held by domestic legal persons           199,000.00           0.00        0.00               0.00         0.00         0.00          199,000.00
 Shares held by foreign legal persons                  0.00           0.00        0.00               0.00         0.00         0.00                 0.00
 Others                                                0.00           0.00        0.00               0.00         0.00         0.00                 0.00



                                                                                                                                               89
 Shandong Airlines Co., Ltd.                                                                                   2010 Annual Report


   ② Private placement of legal person’s
                                                             0.00      0.00         0.00            0.00           0.00   0.00                0.00
   shares
   ③ Staff shares                                           0.00      0.00         0.00            0.00           0.00   0.00                0.00
   ④ Preferred shares                                       0.00      0.00         0.00            0.00           0.00   0.00                0.00
   Within: Transferred allotted shares                       0.00      0.00         0.00            0.00           0.00   0.00                0.00
   Total unlisted floating shares                  260,000,000.00      0.00         0.00            0.00           0.00   0.00     260,000,000.00
   (2) Listed floating shares
   ① Domestic shares                                        0.00      0.00         0.00            0.00           0.00   0.00                0.00
   Within: shares held by the management                     0.00      0.00         0.00            0.00           0.00   0.00                0.00
   ② Domestic shares in foreign currency          140,000,000.00      0.00         0.00            0.00           0.00   0.00     140,000,000.00
   Total listed floating shares                    140,000,000.00      0.00         0.00            0.00           0.00   0.00     140,000,000.00
   (3) Floating shares          with   imposed
                                                             0.00      0.00         0.00            0.00           0.00   0.00                0.00
   limitation on sales
   (4) Total                                       400,000,000.00      0.00         0.00            0.00           0.00   0.00     400,000,000.00
 Note: ① The par value of the above shares is CNY 1.00.
 ② The above shares have been verified by the Report on the Verification of Capital
 (YanQianZi[2000]No.27) issued by Shandong Yantai QianJu Certified Public Accountants Co., Ltd.


 5.32. Capital reserve
                                                    2009.12.31        Increase in year          Decrease in year                      2010.12.31
 Type
                                                        (CNY)                   (CNY)                      (CNY)                          (CNY)

 Share premium
                                                 76,258,081.68                    0.00                      0.00                   76,258,081.68

 Other capital reserve
                                                  7,792,081.16                    0.00                      0.00                    7,792,081.16

 Total
                                                 84,050,162.84                    0.00                      0.00                   84,050,162.84



 5.33.          Surplus reserve
                                                      2009.12.31          Increase in year          Decrease in year                 2010.12.31
Type
                                                         (CNY)                      (CNY)                     (CNY)                      (CNY)


Statutory surplus reserve                         59,576,069.03            63,368,685.86                       0.00              122,944,754.89


Total                                             59,576,069.03            63,368,685.86                       0.00              122,944,754.89




 5.34.          Undistributed profits
                                                                    Current reporting period                              Last reporting period
Type
                                                                                      (CNY)                                              (CNY)

Balance brought forward                                                       308,668,390.11
                                                                                                                                  36,471,405.69

Add: Profits for the year                                                     634,364,547.92
                                                                                                                                 302,282,325.68

Add: Other transfers                                                                     0.00
                                                                                                                                           0.00

Less: Statutory surplus reserve                                                63,368,685.86
                                                                                                                                  30,085,341.26

Less: Employee bonus and benefit fund                                                    0.00
                                                                                                                                           0.00




                                                                                                                                         90
 Shandong Airlines Co., Ltd.                                                                                2010 Annual Report


                                                               Current reporting period                                  Last reporting period
Type
                                                                                  (CNY)                                                  (CNY)

Less: Reserve fund                                                                   0.00
                                                                                                                                           0.00

Less: Enterprise development fund                                                    0.00
                                                                                                                                           0.00

Less: Repaid investments                                                             0.00
                                                                                                                                           0.00

Less: Preferred dividends                                                            0.00
                                                                                                                                           0.00

Less: Discretionary surplus reserve                                                  0.00
                                                                                                                                           0.00

Less: Ordinary dividends                                                  80,000,000.00
                                                                                                                                           0.00
Less: Ordinary dividends converted to
                                                                                     0.00
capital                                                                                                                                    0.00

Balance carried forward                                                  799,664,252.17
                                                                                                                                 308,668,390.11



 5.35.Operating revenue and operating costs


 5.35.1.       Operating revenue from principal operations and operating costs
                                                                Current reporting period                             Last reporting period
  Items
                                                                                   (CNY)                                             (CNY)

  Income from principal activities                                   7,210,784,560.38
                                                                                                                        5,301,584,923.05

  Income from other activities                                             81,831,396.72
                                                                                                                           64,528,440.63

  Total operating income                                             7,292,615,957.10
                                                                                                                        5,366,113,363.68

  Principal activity costs                                               5,482,183,711.49
                                                                                                                        4,106,686,199.09

  Other activity costs                                                       5,407,179.34
                                                                                                                            3,347,076.10

  Total operating costs                                              5,487,590,890.83
                                                                                                                        4,110,033,275.19



 5.35.2.         Operating revenue from principal operations and operating costs by segment
                                              Current reporting period                                   Last reporting period
   Segment                              Operating income                 Operating costs         Operating income            Operating costs
                                                  (CNY)                          (CNY)                      (CNY)                      (CNY)
   Air transportation                   7,173,305,400.49           5,459,720,041.47             5,274,362,420.93          4,085,895,627.76
   Cargos and logistics                   13,378,807.87                   2,465,292.18              7,015,287.38                 1,910,437.19
   Hospitality                            25,414,051.87                  20,815,817.17             22,984,060.08             19,179,045.59
   Rental services                            88,110.26                            0.00                 854,642.06                  30,000.00
   Others                                 80,429,586.61                   4,589,740.01             60,896,953.23                 3,018,164.65
   Total                                7,292,615,957.10           5,487,590,890.83             5,366,113,363.68          4,110,033,275.19



 5.35.3.         Details of operating revenue from principal operations from top five clients
  Clients                                                                      Operating income(CNY)              % of total operating income

  Air China Co., Ltd.                                                                  665,558,732.03                                     9.13



                                                                                                                                         91
Shandong Airlines Co., Ltd.                                                                      2010 Annual Report


 Clients                                                              Operating income(CNY)            % of total operating income

 PingAn Insurance (Pension) Co., Ltd.
                                                                               7,970,100.00                                    0.11
 (平安养老保险股份有限公司)
 Department of Organisation,
 Shandong Office of the China Communist Party                                  4,941,700.00                                    0.07
 (山东省委组织部)
 Air China Cargo Co., Ltd.                                                     4,489,317.15                                    0.06
 Shandong Jiahua Culture international travel
                                                                               3,926,000.00                                    0.05
 service Co., Ltd (JHCITS)
 Total                                                                       686,885,849.18                                    9.42



5.35.4. Operating revenue from principal operations for the current reporting period increased for
35.90% from the last reporting period. The increase mainly resulted from the increased capacity, the
increased transportation capacity, the increased average fare rates and the increased PLF. Operating
costs for the current reporting period increased for 33.52% from the last reporting period. The
increase mainly resulted from the increased transportation capacity and the increased average fuel
price.


5.36.        Operating tax and surcharges
                                                Current reporting period           Last reporting period
Item                                                                                                                         Rate
                                                                 (CNY)                           (CNY)

Operating tax                                          203,287,379.43                  158,797,763.77                    3%、5%

Urban maintenance        and   construction
                                                          1,121,020.57                             0.00                       7%
surcharge

Education surcharge                                         800,728.98                             0.00                  3%、2%

Total                                                  205,209,128.98                  158,797,763.77




5.37.       Sales expenses
                                                  Current reporting period                                 Last reporting period
  Item
                                                                    (CNY)                                                (CNY)

  Employment benefits payable                             79,594,030.14                                        37,271,075.95

  Depreciation                                              1,892,392.40                                         1,876,631.63

  Travel expense                                            3,301,618.46                                         2,840,357.06

  Advertisement                                             9,955,763.45                                         8,068,520.74

  Brokerage fee                                          290,417,787.76                                       220,270,471.60

  Electronic booking fee                                  55,399,914.32                                        44,722,917.61

  Online payment charge                                     9,043,151.60                                         5,121,566.85

  Ticket printing cost                                        417,667.00                                           946,796.63

  Rentals                                                   8,738,843.59                                         8,230,038.89



                                                                                                                              92
Shandong Airlines Co., Ltd.                                                      2010 Annual Report



System and network subscription                        3,742,452.53                                  0.00

BSP data processing fee                                1,559,369.18                                  0.00
Accommodation and catering expenses for
transit passengers                                     1,451,783.60                                  0.00

General expenses                                       3,869,607.58                        6,276,868.12

Uniforms                                               1,223,500.75                        1,816,509.00
Others                                                 9,740,066.76                        8,945,966.43
Total                                               480,347,949.12                      346,387,720.51
Note: Sales expenses for the current reporting period increased for 38.67% from the last reporting
period. The increase mainly resulted from the increased ticket brokerage fees due to the increased
operating revenue from principal operations.


5.38. General and administrative expenses
                                              Current reporting period               Last reporting period
Item
                                                               (CNY)                               (CNY)

Employment benefits payable                           72,979,360.47                     175,227,413.18

Depreciation                                           6,423,636.57                        5,688,308.49

General expenses                                       4,179,326.89                        3,150,092.24

Amortisation of intangible assets                        360,516.64                          381,810.92

Amortisation of long-term deferred expenses              424,335.24                          505,152.10

Taxes and surcharges                                   6,835,211.03                        4,650,091.42

Entertainment expense                                 10,423,957.05                        5,213,051.19

Pollution treatment cost                               1,146,850.00                        1,124,143.00

Rentals                                                7,390,683.99                        4,451,755.00

Research expense                                       2,054,276.20                        5,412,348.80

Clearing system subscription                           3,079,512.95                        2,882,333.01

System and network subscription                        1,629,499.60                                  0.00

Heating expense                                        2,768,846.57                        2,902,729.55

BSP data processing fee                                          0.00                      1,452,766.74

Consultation fee                                         677,560.42                        1,567,256.06

Others                                                16,092,240.00                      14,010,595.72

Total                                               136,465,813.62                      228,619,847.42

Note: General and administrative expenses for the current reporting period decreased for 40.31% from
the last reporting period. The significant decrease mainly resulted from that social insurance, housing
provident fund and housing subsidy collectively accounted for in general and administrative expenses
during the last reporting period was allocated to operating costs, sales expenses and general and
administrative expenses on the basis of employee positions during the current reporting period.




                                                                                                        93
Shandong Airlines Co., Ltd.                                                                                       2010 Annual Report


5.39.        Financial costs
Items                                                         Current reporting period (CNY)                       Last reporting period (CNY)


Interest expenses
                                                                                209,880,622.29                                248,349,435.60

Less: Interest income
                                                                                  5,012,267.84                                   1,107,957.64

Exchange differences
                                                                                -61,316,996.38                                    -781,979.99

Bank charges and others
                                                                                  6,964,564.29                                   5,411,721.86

Total
                                                                                150,515,922.36                                251,871,219.83

Note: Financial costs for the current reporting period decreased for 40.24% from the last reporting
period. The decrease mainly resulted from the significant increase of gain on foreign exchange
differences due to the appreciation of the Chinese Yuan.


5.40.        Impairment loss on assets
                                                                     Current reporting period                             Last reporting period
Item
                                                                                        (CNY)                                           (CNY)

Bad and doubtful debt expenses                                                    1,163,320.01                                     239,449.15

Total                                                                             1,163,320.01                                     239,449.15



5.41.        Gains from changes in fair value
                                                                     Current reporting period                             Last reporting period
Source of fair value changes
                                                                                        (CNY)                                           (CNY)

                                                                                 -2,050,999.86
Interest rate swaps                                                                                                           -12,118,965.63

                                                                                 -3,865,809.52
Hui Li Da financing contract                                                                                                              0.00

Total                                                                            -5,916,809.38
                                                                                                                              -12,118,965.63



5.42.        Investment income


5.42.1.      Details of investment income
                                                                                       Current reporting period           Last reporting period
Items
                                                                                                        (CNY)                           (CNY)

Income from long-term equity investments measured at cost                                        1,235,391.15                    1,617,642.00


Gains from possession of tradable financial assets                                               -2,955,503.33                   2,098,225.94


Total                                                                                            -1,720,112.18                   3,715,867.94



5.42.2.      Income from long-term equity investments measured at cost
                                                     Current reporting period             Last reporting period
Investee                                                                                                             Reasons for change
                                                                      (CNY)                             (CNY)




                                                                                                                                            94
Shandong Airlines Co., Ltd.                                                                                   2010 Annual Report



China TravelSky Co., Ltd.                                  1,165,398.00                    1,617,642.00       Change of profit distribution


Jinan International Airport Co., Ltd.                         69,993.15                              0.00     Change of profit distribution


Total                                                      1,235,391.15                    1,617,642.00



5.42.3.       As at 31st December 2010, there is no investment of which income remittance is imposed
with limitation.


5.42.4.       The 146.29%decrease of investment income from last reporting period principally results
from the decreased gains from settlement of tradable financial assets.


5.43. Non-operating income


5.43.1.      Details of non-operating income
                                                                                                                  Non-recurring gain or
                                             Current reporting period                Last reporting period            loss for the current
Items
                                                              (CNY)                                 (CNY)                reporting period
                                                                                                                                       (CNY)
Gains from disposals of non-current
                                                           7,642.69                       16,254,369.34                             7,642.69
assets
Including: Gains from disposals of
                                                           7,642.69                       16,254,369.34                             7,642.69
non-current assets

Government grants                                    16,013,518.70                       135,213,761.47                      16,013,518.70

Airport-funded flight-route subsidy                   10,118,467.00                                   0.00                   10,118,467.00

Others                                                 2,872,615.50                         3,654,130.06                       2,872,615.50

Total                                                29,012,243.89                       155,122,260.87                      29,012,243.89



5.43.2.       Government grants
                                                       Current reporting
                                                                           Last reporting period
Items                                                             period                                           Comment
                                                                                         (CNY)
                                                                 (CNY)
Repayment of infrastructure fund for civil                                                         CaiJian[2009]No.4 issued by the CAAC
                                                                   0.00        114,488,319.75
aviation                                                                                                 and the Ministry of Finance
                                                                                                   Subsidies granted by local Civil Aviation
Subsidies for branch line aviation                        9,500,000.00          15,910,000.00
                                                                                                                Administration
                                                                                                      Subsidy for depreciation of assets
Designated subsidy for snow disaster                        364,500.00                     0.00      designated for snow disaster for the
                                                                                                            current reporting period
                                                                                                    Subsidy for depreciation of side wing
Designated subsidy for civil aviation
                                                            974,350.26                     0.00      installation for the current reporting
energy-saving program
                                                                                                                    period
                                                                                                     Air route subsidies granted by local
Others                                                    5,174,668.44            4,815,441.72
                                                                                                                 governments




                                                                                                                                              95
 Shandong Airlines Co., Ltd.                                                                                      2010 Annual Report



 Total                                                     16,013,518.70           135,213,761.47



 5.43.3.        The 81.30% decrease of non-operating income from last reporting period principally results
 from repayment of infrastructure fund for civil aviation of last reporting period.


 5.44.          Non-operating expenses
                                                                                                                                    Non-recurring
                                                                                                                                   gain/loss for the
                                                           Current reporting period                Last reporting period
Items                                                                                                                             current reporting
                                                                                                                                             period
                                                                            (CNY)                                (CNY)                      (CNY)
Total losses from disposals of non-current
assets
                                                                   7,708,562.86                       13,495,868.42                7,708,562.86
Within: Losses from disposals of non-current
assets
                                                                   7,708,562.86                            4,373,716.45            7,708,562.86
Charitable donations                                                  61,175.00                                0.00                   61,175.00
Fines                                                                300,224.97                                0.00                  300,224.97
Others                                                                83,845.00                           26,076.75                   83,845.00
Total                                                              8,153,807.83                       13,521,945.17                8,153,807.83


 5.45.        Corporate income tax expenses
                                                                                Current reporting period                   Last reporting period
 Items
                                                                                                  (CNY)                                    (CNY)
 Income tax for current period computed in accordance with tax
                                                                                       245,151,066.64                             140,661,971.49
 laws and regulations

 Adjustments of deferred income tax                                                     -35,181,907.39                            -40,043,868.07


 Total                                                                                 209,969,159.25                             100,618,103.42



 5.46.        Computation of basic earnings per share and diluted earnings per share
                                                                    Current reporting period                           Last reporting period
                                                                            (CNY)                                             (CNY)
 Profits for the reporting period
                                                             Basic earnings           Diluted earnings           Basic earnings          Diluted earnings
                                                                    per share                  per share              per share                  per share

 Net profits attributable to ordinary shareholders                       1.59                      1.59                    0.76                        0.76

 Net profits attributable to ordinary shareholders after
                                                                         1.56                      1.56                    0.51                        0.51
 deducting extraordinary gains or losses



         Basic earnings per share = P0 ÷ S
         S = S0 + S1 + Si × Mi ÷ M0 - Sj × Mj ÷ M0 - Sk
         P0: net profits attributable to ordinary shareholders or net profits attributable to ordinary
 shareholders after deducting extraordinary gains or losses
         S:     weighted average of number of listed ordinary shares
         S0: number of ordinary shares brought forward
         S1: number of shares increased in the reporting period resulting from conversion of
 accumulated fund or dividends


                                                                                                                                               96
Shandong Airlines Co., Ltd.                                                            2010 Annual Report


        Si: number of shares increased in the reporting period resulting from share issues or convertible
bond issues
        Sj: number of shares decreased in the reporting period resulting from share buy-backs
        Sk: number of shares decreased in the reporting period resulting from share contraction
        M0: number of months in the reporting period
        Mi: cumulative number of months from the second month of the share number increase month
to the last month of the reporting period
        Mj: cumulative number of months from the second month of the share number decrease month
to the last month of the reporting period
        Diluted earnings per share = P1 / (S0 + S1 + Si × Mi ÷ M0 - Sj × Mj ÷ M0 - Sk + the weighted
        average of number of ordinary shares increased by share warrants, share options and convertible
        bonds)
        P1: net profits attributable to ordinary shareholders or net profits attributable to ordinary
               shareholders after deducting extraordinary gains or losses adjusted for dilutive impact in
               accordance with CAS and relevant regulations


5.47.          Notes to the consolidated cash flow statement


5.47.1.         Other cash receipts in relation to operating activities
                                                           Current reporting period          Last reporting period
Items
                                                                            (CNY)                          (CNY)

Government grants
                                                                   29,664,668.44                 135,213,761.47

Interest income from bank deposits
                                                                     3,602,739.71                   1,107,957.64

Cash received from non-operating activities
                                                                   12,991,082.50                    3,654,130.06

Repayment of guarantee deposits for letters of guarantee
                                                                   26,935,875.00                             0.00

Cash received from accounts balances
                                                                   23,830,516.63                    4,118,202.36

Total
                                                                   97,024,882.28                 144,094,051.53



5.47.2.        Other cash payments in relation to operating activities
                                                            Current reporting period         Last reporting period
Items
                                                                             (CNY)                         (CNY)

Bank charges
                                                                     16,007,715.89                10,533,288.71

Cash paid from non-operating activities
                                                                        445,244.97                     26,076.75

Cash paid from accounts balances
                                                                     44,345,294.85                13,080,052.93
Cash paid from sales expenses and administrative
expenses                                                             93,443,426.57                73,479,851.89




                                                                                                               97
  Shandong Airlines Co., Ltd.                                                                                   2010 Annual Report



  Total
                                                                                      154,241,682.28                       97,119,270.28



  5.47.3.      Other cash payments in relation to investing activities
                                                                Current reporting period                               Last reporting period
Items
                                                                                  (CNY)                                              (CNY)


Down payments for aircraft purchase                                      12,947,378.50                                                  0.00

Payments on settlement of interest rate swaps                             2,955,503.33                                                  0.00

Total                                                                    15,902,881.83                                                  0.00



  5.47.4.      Other cash proceeds in relation to financing activities
                                                                      Current reporting period                          Last reporting period
Items
                                                                                       (CNY)                                          (CNY)

                                                                                11,459,417.00                                            0.00
Cash received from guarantee bank acceptance

                                                                                11,459,417.00                                            0.00
Total



  5.47.5.       Other cash payments in relation to financing activities
                                                                        Current reporting period                         Last reporting period
Items
                                                                                           (CNY)                                       (CNY)

   Cash paid to guarantee hypothecated loans                                     78,629,342.37                                 71,537,020.88


   Cash paid to guarantee bank acceptance                                                   0.00                               46,259,417.00


   Cash paid for financial leases of aircrafts                                  214,050,202.14                               209,987,105.41


   Total                                                                        292,679,544.51                               327,783,543.29



  5.48.         Supplements to the consolidated cash flow statement


  5.48.1.       Supplements to the consolidated cash flow statement
                                                                                    Current reporting period            Last reporting period
 (1) Cash flows adjusted from net profits
                                                                                                       (CNY)                          (CNY)
 Net profits                                                                                634,575,287.43                  302,743,202.40
 Add: Impairment losses                                                                          1,163,320.01                    239,449.15
 Add: Depreciation of non-current assets and productive biological assets and
                                                                                            563,013,991.59                  517,592,568.89
 losses of fuel
 Add: Amortisation of intangible assets                                                           748,706.68                     813,437.60
 Add: Amortisation of long-term deferred assets                                              42,636,918.25                   48,353,314.82
 Add :Losses on disposals of non-current assets, intangible assets and
                                                                                                    -4,106.42                 -6,132,054.93
 long-term assets (minus sign representing gains)
 Add: Losses arising from scrapping non-current assets (minus sign
                                                                                                 7,705,026.59                  3,373,554.01
 representing gains)

 Add: Losses arising from fair value changes (minus sign representing gains)                     5,916,809.38                12,118,965.63

 Add: Financial costs (minus sign representing income)                                      148,686,355.48                  248,224,796.69
 Add: Investment losses (minus sign representing income)                                         1,720,112.18                 -3,715,867.94



                                                                                                                                        98
 Shandong Airlines Co., Ltd.                                                                                    2010 Annual Report


Add: Decrease of deferred income tax assets (minus sign representing
                                                                                          -34,669,157.43                      -23,062,753.23
increase)
Add: Increase of deferred income tax liabilities (minus sign representing
                                                                                              -512,749.96                     -16,981,114.84
decrease)
Add: Decrease of inventories (minus sign representing increase)                           -12,165,928.57                         9,079,748.47
Add: Decrease of operating accounts receivables (minus sign representing
                                                                                          -68,957,632.45                      -18,730,591.77
increase)
Add: Increase of operating accounts payables (minus sign representing
                                                                                          385,221,677.05                      243,430,495.47
decrease)
Add: Others                                                                                             0.00                              0.00
Net cash flows from operating activities                                                1,675,078,629.81                    1,317,347,150.42
(2) Non-cash-flow related significant investing and financing activities
Conversion of debt to equity                                                                            0.00                              0.00
Conversion debt instruction of maturity less than 1 year                                                0.00                              0.00
Non-current assets under financial leases                                                               0.00                              0.00
(3) Net change of cash and cash equivalents
Cash carried forward                                                                      148,606,284.51                       49,333,429.81
Less: Cash brought forward                                                                 49,333,429.81                       44,937,058.88
Add: Cash equivalents carried forward                                                                   0.00                              0.00
Less: Cash equivalents brought forward                                                                  0.00                              0.00
Net increase of cash and cash equivalents                                                  99,272,854.70                         4,396,370.93


 5.48.2.       Composition of cash and cash equivalents
                                                                                   Current reporting period               Last reporting period
Items
                                                                                                    (CNY)                               (CNY)

Ⅰ. Cash
                                                                                          148,606,284.51                       49,333,429.81

Including: Cash on hand
                                                                                               566,260.65                          341,204.85

           Bank deposit capable of immediate payments
                                                                                          148,040,023.86                       48,992,224.96

           Other monetary assets capable of immediate payments
                                                                                                        0.00                              0.00

Ⅱ. Cash equivalents
                                                                                                        0.00                              0.00

Including: Debt instruments matured with three months
                                                                                                        0.00                              0.00

Ⅲ. Balance of cash and cash equivalents
                                                                                          148,606,284.51                       49,333,429.81

Including: Cash and cash equivalents with imposed usage limitation                                      0.00                              0.00



 Note 6. Related party relationships and transactions


 6.1. Details of the Company’s principal investors
                                                                                                                          Principal
                                                                                                                          investors’
                                                                                                           Shareholding
                                   Type of          Place of          Legal                                                 voting       Institution
   Name        Relationship                                                        Nature of business         in the
                                 registration     registration    representative                                           right in         code
                                                                                                            Company
                                                                                                                             the
                                                                                                                          Company

                                   Limited                                         Investment in and
 SDA             Largest                                             Ma,
                                   liability         Jinan                         management of                42.00%      42.00%      61407164-7
 Group         shareholder                                         Chongxian
                                  company                                          air transportation




                                                                                                                                          99
      Shandong Airlines Co., Ltd.                                                                                    2010 Annual Report


                     Second
       Air                              Stock
                     largest                              Beijing      Kong, dong        Air transportation         22.80%       22.80%      71787100-6
       China                          company
                   shareholder
      Note: SDA Group and Air China is largest shareholder and second largest shareholder of the Company
      respectively. Air China is the largest shareholder of SDA Group, holding 49.406% of the share capital
      of SDA Group which represents 49.406% voting right in SDA Group. Both SDA Group and Air China
      have significant influence over the Company.


      6.2. Details of the Company’s subsidiaries
      The details of the Company’s subsidiaries as set out in Note 4.


      6.3. Details of the Company’s associated companies
      The details of the Company’s associated companies as set out in Note 5.9.


      6.4. Other related parties
     Name of company                                                                          Relationships                                  Institution code
                                                                               Controlled by principal investors of the
     Shandong TaiGu Aircraft Projecting Co., Ltd.                                                                                               70588297-1
                                                                                                Company
                                                                               Controlled by principal investors of the
     Shandong XiangYu Air Technology Co., Ltd.                                                                                                   720736454
                                                                                                Company
                                                                               Controlled by principal investors of the
     Shandong International Air Training Co., Ltd.(Note 6.4.1.)                                                                                 72755322-0
                                                                                                Company
     Shandong Rainbow Commercial Jet Co., Ltd.                                                  Associate                                          72497146
                                                                               Controlled by principal investors of the
     Shenzhen Airlines Co., Ltd.                                                                                                                19221129-0
                                                                                                Company
                                                                               Controlled by principal investors of the
     Air China Cargo Co., Ltd.                                                                                                                  71093205-6
                                                                                                Company
                                                                               Controlled by principal investors of the
     China National Aviation Finance Co., Ltd.                                                                                                     10113699
                                                                                                Company
                                                                               Controlled by principal investors of the
     Sichuan S Aero-engine Maintenance Co., Ltd.                                                                                                71188088-4
                                                                                                Company

      Note 1: The de-registration of Shandong International Air Training Co., Ltd. was completed on
      December 20th, 2010.


      6.5. Transactions with related parties


      6.5.1.       Acceptance of goods and service

                                                                                              Current reporting period         Last reporting period
                                                                              Pricing
                                                                                and
                                              Type of          Transaction
            Related parties                                                   decision
                                            transaction        description                                          % of                            % of
                                                                              making
                                                                                                              transaction                     transaction
                                                                              process       Amount(CNY)                     Amount(CNY)
                                                                                                                   within                          within
                                                                                                               Same type                       Same type


                                                               Aircraft
Shandong TaiGu Aircraft Projecting Co.,      Receipt of                       Market
                                                              maintenance                    78,337,964.62         16.75     83,347,029.89         22.19
Ltd.                                          service                          price
                                                                 fees



                                                                                                                                             100
         Shandong Airlines Co., Ltd.                                                                                        2010 Annual Report


                                                              Rental fees and
                                                Receipt of       food and          Market
 SDA Group                                                                                       11,804,053.41            28.98     11,294,563.03             23.7
                                                 service      accommodation         price
                                                                   fees

 Shandong XiangYu Air Technology Co.,           Receipt of        Repair           Market
                                                                                                 29,942,894.08              6.4     19,350,032.57             5.15
 Ltd.                                            service        expenditure         price

                                                Receipt of                         Market
 Qingdao FeiSheng                                              Training fees                       4,211,763.00            5.56         4,097,421.00          4.64
                                                 service                            price
 Shandong International Air Training Co.,       Receipt of                         Market
                                                               Training fees                                0.00           0.00         7,927,892.00          8.98
 Ltd.                                            service                            price
                                                Receipt of                         Market
 Shenzhen Airlines Co., Ltd.                                   Training fees                       3,408,580.00             4.5                0.00           0.00
                                                 service                            price
                                                Receipt of     Expenses for        Market
 Air China                                                                                       14,118,424.93             2.14                0.00           0.00
                                                 service      ground services       price
                                                Receipt of     Expenses for        Market
 Air China Cargo Co., Ltd.                                                                         2,193,175.76            0.33                0.00           0.00
                                                 service      ground services       price
 Sichuan S Aero-engine Maintenance Co.,         Receipt of        Repair           Market
                                                                                                 27,036,322.41             5.78                0.00           0.00
 Ltd.                                            service        expenditure         price
 Total                                                                                          171,053,178.21                     126,016,938.49



         6.5.2.      Supply of goods and service
                                                                 Pricing
                                                                                        Current reporting period                   Last reporting period
                             Type           Transaction           and
Related parties
                       of transaction       description      decision making              Amount     % of transaction          Amount              % of transaction
                                                                 process                    (CNY) within same type                (CNY)           Within same type

Air China            Supply of service      Service fees      Agreed price        13,000,000.00                    76.70 10,200,000.00                        79.01

Total                                                                             13,000,000.00                          10,200,000.00




         6.5.3.      Guarantee
                                                                     Secured amount
Name of Guarantor                       Secured party                                          Start date                 Expiry date     Completion of guarantee
                                                                                (CNY)

SDA Group                               The Company                  80,000,000.00            2010-1-21                   2011-1-20                    No


SDA Group                               The Company                  12,303,240.13            2010-1-28                   2011-1-27                    No


SDA Group                               The Company                  48,638,367.11             2010-6-1                   2011-5-31                    No


SDA Group                               The Company                  75,034,330.05            2010-7-12                   2011-7-11                    No


SDA Group                               The Company                  12,303,240.13            2010-7-12                   2011-7-11                    No


SDA Group                               The Company                     6,151,621.39          2010-7-12                   2011-7-11                    No


SDA Group                               The Company                 102,259,322.57             2010-8-3                    2011-8-3                    No


SDA Group                               The Company                     2,384,770.96        2010-10-21                   2011-10-23                    No


SDA Group                               The Company                     2,314,371.39        2010-10-22                   2011-10-24                    No


SDA Group                               The Company                  50,000,000.00          2010-10-27                   2011-10-26                    No


SDA Group                               The Company                     2,450,399.00        2010-10-27                   2011-10-26                    No


SDA Group                               The Company                     2,314,371.39        2010-10-27                   2011-10-26                    No




                                                                                                                                                        101
       Shandong Airlines Co., Ltd.                                               2010 Annual Report


                                               Secured amount
Name of Guarantor              Secured party                      Start date   Expiry date   Completion of guarantee
                                                       (CNY)

SDA Group                      The Company       2,317,945.00    2010-11-1      2011-11-1              No


SDA Group                      The Company       2,317,945.00    2010-11-1      2011-11-1              No


SDA Group                      The Company       2,581,219.84    2010-11-1      2011-11-1              No


SDA Group                      The Company      80,834,689.39    2010-11-2      2011-11-2              No


SDA Group                      The Company       1,157,647.96    2010-11-8      2011-11-8              No


SDA Group                      The Company       2,362,074.04    2010-11-9      2011-11-8              No


SDA Group                      The Company       2,384,770.96   2010-11-10     2011-11-10              No


SDA Group                      The Company       2,450,399.00   2010-11-15     2011-11-15              No


SDA Group                      The Company       1,157,647.96   2010-11-16     2011-11-16              No


SDA Group                      The Company       1,157,647.96   2010-11-16     2011-11-16              No


SDA Group                      The Company       2,086,150.50   2010-11-16     2011-11-16              No


SDA Group                      The Company      12,947,378.50   2010-11-18     2011-11-18              No


SDA Group                      The Company       2,086,150.50   2010-11-19     2011-11-21              No


SDA Group                      The Company       2,314,371.39   2010-11-22     2011-11-22              No


SDA Group                      The Company       1,157,647.96   2010-11-23     2011-11-23              No


SDA Group                      The Company       2,384,770.96   2010-11-24     2011-11-25              No


SDA Group                      The Company       2,271,884.59   2010-11-26     2011-11-28              No


SDA Group                      The Company       1,165,595.20   2010-11-27     2011-11-28              No


SDA Group                      The Company     100,000,000.00   2006-12-18     2018-12-17              No


SDA Group                      The Company       2,200,000.00     2008-6-5     2018-12-17              No


SDA Group                      The Company       2,100,000.00    2008-6-18     2018-12-17              No


SDA Group                      The Company     123,000,000.00    2008-6-19     2018-12-17              No


SDA Group                      The Company      13,500,000.00     2008-7-1     2018-12-17              No


SDA Group                      The Company      30,000,000.00    2008-8-19     2018-12-17              No


SDA Group                      The Company      27,600,000.00    2007-12-3      2022-3-28              No


SDA Group                      The Company      83,000,000.00     2008-1-2      2022-3-28              No


SDA Group                      The Company      53,000,000.00    2008-4-29      2022-3-28              No




                                                                                                         102
        Shandong Airlines Co., Ltd.                                                                                           2010 Annual Report


                                                                         Secured amount
Name of Guarantor                    Secured party                                                Start date                Expiry date    Completion of guarantee
                                                                                 (CNY)

SDA Group                            The Company                          52,300,000.00           2008-6-2                   2022-3-28                  No


SDA Group                            The Company                          17,200,000.00           2008-7-1                   2022-3-28                  No


SDA Group                            The Company                         120,000,000.00       2008-7-15                      2022-3-28                  No


SDA Group                            The Company                         114,000,000.00       2009-4-21                      2022-3-28                  No


SDA Group                            The Company                          44,806,671.57       2007-5-31                      2022-3-28                  No


SDA Group                            The Company                         118,909,386.41           2007-7-2                   2022-3-28                  No


SDA Group                            The Company                          24,833,800.46           2007-8-1                   2022-3-28                  No


SDA Group                            The Company                          98,737,172.03       2007-9-28                      2022-3-28                  No


                                            Total                      1,546,477,001.30



        6.5.4.       Inter-related-party borrowings
            Related parties                                       Amount             Start date                   Expiry date                   Note

China National Aviation Finance Co., Ltd.               50,000,000.00               2010-6-21                      2011-6-20
                                                                                                                                      Repaid on 9 October 2010

China National Aviation Finance Co., Ltd.               50,000,000.00               2010-6-28                      2011-6-27


China National Aviation Finance Co., Ltd.               50,000,000.00               2010-7-14                      2011-7-13


China National Aviation Finance Co., Ltd.               50,000,000.00               2010-7-21                      2011-7-20


China National Aviation Finance Co., Ltd.              150,000,000.00              2010-12-15                    2011-12-14

Total                                                  350,000,000.00



        6.5.5.        Reorganisation and assets transfer between related parties
                                                                                    Current reporting period                    Last reporting period
                                 Transaction         Type of           Pricing                     % of transaction                          % of transaction
        Related parties                                                                   Amount                              Amount
                                 description        transaction        policy                           within same                                     within
                                                                                          (CNY)                                 (CNY)
                                                                                                                 type                              same type
                                  Aircraft
                                                                       Agreed
        Air China                 purchase            Sales                                 0.00                 0.00 333,393,389.35                    100.00
                                                                        price
                                    right
                                  Sales of
        Shandong XiangYu Air                                           Agreed
                                  aviation            Sales                        3,851,850.53                100.00     2,871,828.77                  100.00
        Technology Co., Ltd.                                            price
                                 equipments
             Total                                                                 3,851,850.53                         336,265,218.12



        6.5.6.        Other transactions with related parties
        Related parties                      Pricing policy       Transaction     Current reporting period                    Last reporting period




                                                                                                                                                          103
Shandong Airlines Co., Ltd.                                                                                       2010 Annual Report


                                                      description                    % of transaction                         % of transaction
                                                                          Amount                                   Amount
                                                                                         within same                                   within
                                                                           (CNY)                                    (CNY)
                                                                                                type                                same type
Air China                          Agreed price       Wet lease     637,573,253.00            100.00      623,229,927.00               100.00

SDA Group                          Agreed price Guarantee fee         1,445,100.00            100.00           2,740,500.00            100.00

Air China                          Agreed price Route sharing        14,985,479.03            100.00       19,202,440.01               100.00
                                                        Cargo
Air China Cargo Co., Ltd.          Agreed price   transportation      4,489,317.15            100.00                  0.00               0.00
                                                        alliance
Total                                                               658,493,149.18                        645,172,867.01



6.6. The balance of accounts payables and receivables among related parties:
                                                                                                2010.12.31                       2009.12.31
 Items                                    Related party
                                                                                                    (CNY)                             (CNY)
 Accounts receivable
                                            Air China                                       66,366,844.88                      53,828,640.46
                                   Shenzhen Airlines Co., Ltd.                                1,849,400.00                              0.00
                                    Air China Cargo Co., Ltd.                                 3,275,079.39                              0.00
 Total                                                                                      71,491,324.27                      53,828,640.46
 Advances to suppliers
                              Shandong XiangYu Air Technology Co.,
                                                                                              1,918,266.76                              0.00
                                              Ltd.
 Total                                                                                        1,918,266.76                              0.00
 Other receivable
                                            Air China                                        40,503,711.76                     23,382,955.26
                                       Qingdao FeiSheng                                                 0.00                    1,405,287.30
                             Shandong XiangYu Air Technology Co.,
                                                                                              3,864,597.95                      2,966,545.86
                                               Ltd.
                            Shandong Rainbow Commercial Jet Co., Ltd                       109,051,717.65                     109,051,717.65
Total                                                                                      153,420,027.36                     136,806,506.07
Accounts payable
                             Shandong International Air Training Co.,
                                                                                                        0.00                    1,816,020.00
                                               Ltd.
                                       Qingdao FeiSheng                                                 0.00                    3,750,453.00
                                            Air China                                         3,437,689.95                      3,962,987.26
                             Shandong TaiGu Aircraft Projecting Co.,
                                                                                            27,829,926.58                      13,641,513.24
                                               Ltd.
                                    Air China Cargo Co., Ltd.                                   414,307.39                              0.00
Total                                                                                       31,681,923.92                      23,170,973.50
Other payable
                                       Air China Co., Ltd.                                  20,000,000.00                      20,000,000.00
                                      SDA Group Co., Ltd.                                   12,192,570.48                       4,051,799.74
                             Shandong TaiGu Aircraft Projecting Co.,                                                                    0.00
                                                                                                245,400.00
                                               Ltd.
                             Shandong International Air Training Co.,
                                                                                                        0.00                    3,465,953.82
                                              Ltd..
                                   Shenzhen Airlines Co., Ltd.                                1,083,308.00                              0.00
Total                                                                                       33,521,278.48                      27,517,753.56




                                                                                                                                         104
Shandong Airlines Co., Ltd.                                                                        2010 Annual Report


Note 7. Contingencies


No contingencies as at the balance sheet date.


Note 8. Commitment


Signed commitments of which the performance was in process as at 31st December 2010 are listed
below:
                                                   Carrying value carried forward (’000)
Items
                         Within 1 year         1 – 2 years          2 – 3 years            Over 3 years               Total
                                (CNY)              (CNY)                 (CNY)                    (CNY)             (CNY)

Operating lease
                           641,711.29         625,647.77            585,997.32              3,231,618.31      5,084,974.69

Capital
                         1,553,748.20        2,101,752.04         2,190,421.40              4,177,828.63     10,023,750.27

Total
                         2,195,459.49        2,727,399.81         2,776,418.72              7,409,446.94     15,108,724.96



Note 9. Post balance sheet date events


9.1. Cash dividends CNY 3 per 10 shares from undistributed profit for the 400 million shares
outstanding as at 31st December 2010 was declared by the Fifth Meeting of the Fourth Term of Board
of Directors held on 25th March 2011.


9.2. The Proposal for Issuance of Medium-term Bonds (关于拟发行中期票据的议案) (hereafter, the
Proposal) was approved by the Fifth Meeting of the Fourth Term of Board of Directors held on 25th
March 2011. As provided by the Proposal, the Company will issue Two-to-Five-Year Bonds
amounting to CNY 500 million by one-off issuance or step issuance.


Note 10. Other significant events


10.1      Assets and liabilities measured by fair value

                                                                   Cumulative            Impairment
                                         Gain/loss on change
                                                                  change in fair          allowance
                                         in fair value for the
          Items          2009.12.31                                   value           recognised for the      2010.12.31
                                          current reporting
                                                                  accounted for        current reporting
                                                 period
                                                                    in equity               period

Financial assets
Financial derivatives   11,341,846.48       -2,050,999.86              0.00                     0.00         9,290,846.62
Subtotal of financial
                        11,341,846.48       -2,050,999.86              0.00                     0.00         9,290,846.62
assets
Financial liabilities         0.00          -3,865,809.52              0.00                     0.00         3,865,809.52


                                                                                                                        105
 Shandong Airlines Co., Ltd.                                                                             2010 Annual Report




 10.2       Financial assets and financial liabilities denominated in foreign currency
                                                                               Cumulative       Impairment allowance
                                                 Gain/loss on change in
                                                                              change in fair      recognised for the
            Items                 2009.12.31    fair value for the current                                                2010.12.31
                                                                             value accounted       current reporting
                                                     reporting period
                                                                               for in equity            period
 Financial assets
 Financial derivatives        11,341,846.48          -2,050,999.86                0.00                  0.00             9,290,846.62
 Subtotal of financial
                              11,341,846.48          -2,050,999.86                0.00                  0.00             9,290,846.62
 assets
 Financial liabilities               0.00            -3,865,809.52                0.00                  0.00             3,865,809.52


 10.3       Other significant events
           th
 The 8 Extraordinary Meeting of 2010 of the 4th Term of the Board of Directors of the Company held
 on December 22nd, 2010 considered and approved the “Shandong Airlines Co., Ltd.: Proposal of
 Purchase of Fifteen B737-800 Aircrafts during the Period from 2014 to 2015 from the Boeing
 Company” 《关于山东航空股份有限公司 2014 年-2015 年购买 15 架 B737-800 飞机事宜的议案》);
 and the purchase agreement for the fifteen aircrafts was so signed with the Boeing Company on
 December 23rd, 2010. The proposal is pending the resolution by the General Meeting of the Company
 and the approval by the relevant governing authorities.


 Note 11. Main notes to financial statements of parent company


 11.1. Accounts receivables


 11.1.1. Disclosure by classification
                                                                                     2010.12.31

Category                                                       Book value                             Provision for bad debts

                                                      Amount(CNY)            Proportion(%)        Amount(CNY)            Proportion(%)

Accounts        receivable   of    individual
                                                     159,361,519.11                  85.10                  0.00                   0.0
significance
Categorised accounts receivable:
Categorisation by nature of receivables               27,907,177.65                  14.90         1,395,358.88                   5.00

Subtotal of category                                  27,907,177.65                  14.90         1,395,358.88                   5.00

Accounts        receivable   of    individual
insignificance subject to individual                             0.00                    0.00               0.00                  0.00
assessment for impairment
Total                                                187,268,696.76                 100.00         1,395,358.88                   0.75



 (Continued):




                                                                                                                                106
 Shandong Airlines Co., Ltd.                                                                                   2010 Annual Report


                                                                                        2009.12.31

Category                                                          Book value                               Provision for bad debts

                                                           Amount(CNY)           Proportion(%)         Amount(CNY)                Proportion(%)

Accounts       receivable   of    individual
                                                          130,379,296.86                 92.29                     0.00                      0.00
significance
Categorised accounts receivable:

Categorisation by nature of receivables                    10,897,132.27                   7.71            544,856.66                        5.00

Subtotal of category                                       10,897,132.27                   7.71            544,856.66                        5.00

Accounts       receivable   of    individual
insignificance subject       to individual                          0.00                   0.00                    0.00                      0.00
assessment for impairment
Total                                                     141,276,429.13                100.00             544,856.66                        0.39

 ① Classification of accounts receivable: See Note 2.10 for criteria for classification of accounts
 receivable of individual significance, categorised accounts receivable and accounts receivable of
 individual insignificance subject to individual assessment for impairment.
 ② Categories of accounts receivable subject to provision for bad debts by percentage of carrying
 amount:
             Category                                         Book value                      Proportion (%)              Provision for bad debts

Categorisation by nature of
                                                           27,907,177.65                                5.00                       1,395,358.88
receivables
Total                                                      27,907,177.65                                                           1,395,358.88



 11.1.2. Accounts receivable owed by shareholders with 5% or more voting right during the
              reporting period
                                                  2010.12.31                                                 2009.12.31
 Shareholder
                                               Amount        Provision for bad debts                     Amount           Provision for bad debts
                                                (CNY)                        (CNY)                        (CNY)                           (CNY)

 Air China                               66,366,844.88                         0.00                53,828,640.46                             0.00


 Total                                   66,366,844.88                         0.00                53,828,640.46                             0.00



 11.1.3.       The balance of top five accounts receivable
                                           Relationship                                                                                  % of total
                                                                                                         Nature of accounts
  Name of company                            with the          Amount(CNY)             Age                                               accounts
                                                                                                             receivable
                                            Company                                                                                     receivables

                                                                                                         Wet lease premium
                                                                                                       receivable and balance
  Air China                                Related party       66,366,844.88       Within 1 year                                               35.44
                                                                                                        receivable from joint
                                                                                                             operations

                                            Non-related
  BSP                                                          64,125,118.02       Within 1 year     Balance pending settlement                34.24
                                              party
                                            Non-related
  China Civil Aviation Clearing Centre                         28,869,556.21       Within 1 year      Offset balance receivable                15.42
                                              party



                                                                                                                                           107
 Shandong Airlines Co., Ltd.                                                                                  2010 Annual Report



                                                                                                      Balance receivable from
   Air China Cargo Co., Ltd.               Related party       3,275,079.39       Within 1 year                                                1.75
                                                                                                       joint cargo operations


                                            Non-related                                               Receivables from cabin
   China Post, Jinan(济南市邮政局)                             2,799,874.16       Within 1 year                                                1.50
                                              party                                                          charter

   Total                                                      165,436,472.66                                                               88.35


 11.1.4.       Accounts receivables owed by related parties
 Name                                Relationship with the Company                    Amount (CNY)           % of total accounts receivables

                                       Principal investor of the
 Air China Co., Ltd.                                                                  66,366,844.88                                   35.44
                                              Company
                                  Controlled by principal investors
 Air China Cargo Co., Ltd.                                                             3,275,079.39                                    1.75
                                            of the Company

 Qingdao Logistics                     Partially-owned subsidiary                        848,880.00                                    0.45


 Total                                                                                70,490,804.27                                   37.64



 11.2. Other receivables


 11.2.1.       Disclosure by classification
                                                                                       2010.12.31

Category                                                             Book value                             Provision for bad debts

                                                             Amount(CNY)          Proportion(%)          Amount(CNY)            Proportion(%)

Other      receivable        of   individual
                                                            228,578,538.56                 67.92         109,051,717.65                47.71
significance
Categorised other receivable:

Categorisation by nature of receivables                      43,013,704.89                 12.78           2,150,685.24                  5.00

Subtotal of category                                         43,013,704.89                 12.78           2,150,685.24                  5.00

Other      receivable        of   individual
insignificance subject to individual                         64,955,587.90                 19.30                    0.00                 0.00
assessment for impairment
Total                                                       336,547,831.35                100.00         111,202,402.89                33.04



 (Continued):


                                                                                       2009.12.31

Category                                                             Book value                             Provision for bad debts

                                                            Amount(CNY)            Proportion(%)           Amount(CNY)          Proportion(%)

Other      receivable        of   individual
                                                           209,239,407.19                  77.04         109,051,717.65                52.12
significance
Categorised other receivable:



                                                                                                                                       108
 Shandong Airlines Co., Ltd.                                                                            2010 Annual Report


Categorisation by nature of receivables              41,229,693.20                   15.18         2,061,484.66                  5.00

Subtotal of category                                 41,229,693.20                   15.18         2,061,484.66                  5.00
Other     receivable      of     individual
insignificance subject      to individual            21,127,577.39                    7.78                     0.00              0.00
assessment for impairment
Total                                               271,596,677.78               100.00          111,113,202.31                 40.91

 ① Classification of other receivables: See Note 2.10 for criteria for classification of other receivables
 of individual significance, categorised other receivables and other receivables of individual
 insignificance subject to individual assessment for impairment.
 ② Categories of other receivables subject to provision for bad debts by percentage of carrying
 amount:
          Category                                     Book value                     Proportion (%)           Provision for bad debts

Categorisation by nature of
                                                    43,013,704.89                              5.00                     2,150,685.24
receivables
Total                                               43,013,704.89                                                       2,150,685.24



 11.2.2. Other receivables of individual insignificance subject to individual assessment for
              impairment:
                                                                           Bad and
                                                                 Book                     Proportion
Details                                                                   doubtful                                  Comment
                                                           value(CNY)                           (%)
                                                                        debt(CNY)
                                                                                                          Individually assessed as not
Aerdragon Aviation Partners Limited                    3,973,620.00          0.00               0.00
                                                                                                                   impaired
                                                                                                          Individually assessed as not
Aviation Capital Group Corporation                     8,841,304.50          0.00               0.00
                                                                                                                   impaired

                                                                                                          Individually assessed as not
Babcock & Brown Aircraft Management LLC               9,801,596.00          0.00               0.00
                                                                                                                   impaired

                                                                                                          Individually assessed as not
Bellevue Aircraft Leasing(Ireland) Limited             2,880,874.50          0.00               0.00
                                                                                                                   impaired
                                                                                                          Individually assessed as not
BOC AVIATION                                           5,298,160.00          0.00               0.00
                                                                                                                   impaired
                                                                                                          Individually assessed as not
GE Commercial Aviation Services                        3,801,429.80          0.00               0.00
                                                                                                                   impaired
                                                                                                          Individually assessed as not
Pacific Brihar Corporation Limited                     3,496,785.60          0.00               0.00
                                                                                                                   impaired
                                                                                                          Individually assessed as not
Rainier Aircraft Leasing(Ireland) Limited             13,086,601.50          0.00               0.00
                                                                                                                   impaired
                                                                                                          Individually assessed as not
Shannon Engine Support LTD                                 827,837.50        0.00               0.00
                                                                                                                   impaired


                                                                                                          Individually assessed as not
The Boeing Company                                    12,947,378.50          0.00               0.00
                                                                                                                   impaired


Total                                                 64,955,587.90          0.00               0.00


 11.2.3. Other receivables owed by shareholders with 5% or more voting right during the
              reporting period
Shareholder                                   2010.12.31                                               2009.12.31


                                                                                                                                109
         Shandong Airlines Co., Ltd.                                                                                2010 Annual Report


                                                                Bad and doubtful debt                                      Bad and doubtful debt
                                         Amount                                                       Amount
                                                                           provision                                                  provision
                                            (CNY)                                (CNY)                  (CNY)                                (CNY)
        Air China                  40,503,711.76                                   0.00          23,382,955.26                                   0.00
        Total                      40,503,711.76                                   0.00          23,382,955.26                                   0.00


         11.2.4.     List the top five balance of other receivables
                                                    Relationship                                                                             % of total
Name of company                                       with the               Nature              Amount(CNY)              Age                  other
                                                     Company                                                                                receivables
                                                      Related               Operating
Shandong Rainbow Commercial Jet Co., Ltd.                                                        109,051,717.65         3-7 years                       32.4
                                                       parties              receivable
                                                     Non-related
CDB Leasing Co., Ltd.                                                   Guarantee deposit         41,354,563.28       Over 5 years                     12.29
                                                       parties
                                                      Related
Air China                                                               Guarantee deposit         40,503,711.76      Within 2 years                    12.04
                                                       parties
                                                     Non-related
Beijing FuLaiTe Technology Development Co., Ltd.                        Guarantee deposit         19,124,985.87       Within 1 year                     5.68
                                                       parties
                                                     Non-related
Singapore Aircraft Leasing Enterprise                                   Guarantee deposit         18,543,560.00      Within 5 years                     5.51
                                                       parties
Total                                                                                            228,578,538.56                                        67.92


          11.2.5.    Other receivables owed by related parties
                                                                                                                                      % of total other
   Name of company                                         Relationship with the Company                     Amount(CNY)
                                                                                                                                          receivables

   Air China                                               Principal investor of the Company                  40,503,711.76                       12.04

                                                          Controlled by principal investors of
   Shandong XiangYu Air Technology Co., Ltd.                                                                     3,864,597.95                      1.15
                                                                     the Company

   Qingdao Logistics                                          Partially-owned subsidiary                          213,840.33                       0.06

   Qingdao Feisheng                                            Wholly-owned subsidiary                            746,858.24                       0.22


   Shandong Rainbow Commercial Jet Co., Ltd.                          Associate                              109,051,717.65                       32.40

   Total                                                                                                     154,380,725.93                       45.87



         11.3. Long-term equity investments
                                                                                                                                      Reasons for
                                                                                                                                      discrepancy
                                             Method of              Initial investment
  Name of investee                                                                         Shareholding(%)   Voting right(%)            between
                                            measurement                     cost(CNY)
                                                                                                                                    shareholding and
                                                                                                                                      voting right
  Qingdao Logistics                     Measured at cost               23,813,205.97                 70.00              70.00              n/a
  China TravelSky Co., Ltd.             Measured at cost                6,690,000.00                  0.45               0.45              n/a
  Sichuan Airlines Co., Ltd.            Measured at cost               35,000,000.00                 10.00              10.00              n/a
  Jinan International Airport Co.,
                                        Measured at cost               46,662,100.00                  2.53               2.53              n/a
  Ltd.
  Qingdao Feisheng                      Measured at cost               57,677,479.46                100.00            100.00               n/a

  Shandong Rainbow Commercial           Measured by the
                                                                       22,500,000.00                 45.00              45.00              n/a
  Jet Co., Ltd                          equity method
  Total                                                              192,342,785.43



         Continued:



                                                                                                                                                 110
   Shandong Airlines Co., Ltd.                                                                               2010 Annual Report


                                                                                                                Impairment
                                                                                                 Accumulated
                                      Balance brought   Changes in         Balance carried                        provision                Cash
Name of investee                                                                                  impairment
                                       forward(CNY)     year(CNY)          forward(CNY)                                  in           dividends
                                                                                              provision(CNY)
                                                                                                                year(CNY)
Qingdao Logistics                      23,813,205.97          0.00         23,813,205.97                 0.00            0.00             0.00

China TravelSky Co., Ltd.               6,690,000.00          0.00          6,690,000.00                 0.00            0.00    1,165,398.00


Sichuan Airlines Co., Ltd.             35,000,000.00          0.00         35,000,000.00                 0.00            0.00             0.00

Jinan International Airport Co.,
                                       46,662,100.00          0.00         46,662,100.00                 0.00            0.00        69,993.15
Ltd.

Qingdao Feisheng                       57,677,479.46          0.00         57,677,479.46                 0.00            0.00             0.00

Shandong Rainbow Commercial
                                       22,500,000.00          0.00         22,500,000.00       22,500,000.00             0.00             0.00
Jet Co., Ltd

Total                                 192,342,785.43          0.00        192,342,785.43       22,500,000.00             0.00    1,235,391.15


   11.4. Operating income and operating costs


   11.4.1.        Operating income and operating costs
                                                                        Current reporting period                                Last reporting period
   Items
                                                                                         (CNY)                                                (CNY)

   Income from principal activities                                          7,202,653,930.01                                     5,298,145,040.55


   Income from other activities                                                 81,820,139.22                                         64,528,440.63


   Total operating income                                                    7,284,474,069.23                                     5,362,673,481.18


   Principal activity costs                                                  5,479,055,497.83                                     4,108,351,166.78


   Other activity costs                                                           5,407,179.34                                         3,347,076.10


   Total operating costs                                                     5,484,462,677.17                                     4,111,698,242.88




   11.4.2.        Operating income and operating costs by segment
                                             Current reporting period                                       Last reporting period
    Segment                            Operating income                  Operating costs            Operating income                Operating costs
                                                 (CNY)                            (CNY)                         (CNY)                        (CNY)
    Air transportation                 7,179,220,348.49                 5,459,720,041.47              5,277,937,825.81           4,089,471,032.64
    Hospitality                           25,414,051.87                   20,815,817.17                 22,984,060.08                19,179,045.59
    Rental services                           88,110.26                              0.00                  854,642.06                    30,000.00
    Others                                79,751,558.61                    3,926,818.53                 60,896,953.23                 3,018,164.65
    Total                              7,284,474,069.23                 5,484,462,677.17              5,362,673,481.18           4,111,698,242.88


   11.4.3.        Details of operating revenues from top five clients
   Clients                                                                   Operating income (CNY)                      % of total operating income


   Air China Co., Ltd.
                                                                                     665,558,732.03                                               9.14



                                                                                                                                       111
Shandong Airlines Co., Ltd.                                                                                     2010 Annual Report


PingAn Insurance (Pension) Co., Ltd.
(平安养老保险股份有限公司)                                                                7,970,100.00                                        0.11
Department of Organisation,
Shandong Office of the China Communist Party
(山东省委组织部)                                                                          4,941,700.00                                        0.07

Air China Cargo Co., Ltd.
                                                                                          4,489,317.15                                        0.06
Shandong Jiahua Culture international travel service Co.,
Ltd (JHCITS)                                                                              3,926,000.00                                        0.05

Total
                                                                                       686,885,849.18                                         9.43



11.5. Investment income


11.5.1.         Details of investment income
                                                                                 Current reporting period             Last reporting period
Items
                                                                                                  (CNY)                             (CNY)
Income from long-term equity investments measured at
                                                                                           1,235,391.15                      1,617,642.00
cost

Gains from possession of tradable financial assets                                        -2,955,503.33                      2,098,225.94


Total                                                                                     -1,720,112.18                      3,715,867.94



11.5.2.         Income from long-term equity investments measured at cost
                                                      Current reporting period          Last reporting period
Investee                                                                                                                Reasons for change
                                                                       (CNY)                          (CNY)
                                                                                                                       Dividend announced
China TravelSky Co., Ltd.                                       1,165,398.00                   1,617,642.00
                                                                                                                            by the investee
                                                                                                                       Dividend announced
Jinan International Airport Co., Ltd.                              69,993.15                             0.00
                                                                                                                            by the investee

Total                                                           1,235,391.15                   1,617,642.00



11.5.3.        As at 31st December 2010, there is no investment of which income remittance is imposed
with limitation.


11.6. Supplements to the consolidated cash flow statement
                                                                                    Current reporting period          Last reporting period
(1) Cash flows adjusted from net profits
                                                                                                     (CNY)                          (CNY)

       Net profits

       Add: Impairment losses                                                               633,686,858.58                300,853,412.56
       Add: Depreciation of non-current assets and productive biological
                                                                                                939,702.80                     196,362.15
       assets and losses of fuel

       Add: Amortisation of intangible assets                                               561,748,970.27                516,738,335.70

       Add: Amortisation of long-term deferred assets                                           714,050.73                     778,781.65

       Add: Losses on disposals of non-current assets, intangible assets and                 42,512,979.36                 48,338,171.32



                                                                                                                                      112
Shandong Airlines Co., Ltd.                                                                                 2010 Annual Report


                                                                                 Current reporting period            Last reporting period
(1) Cash flows adjusted from net profits
                                                                                                  (CNY)                            (CNY)
    long-term assets (minus sign representing gains)

    Add: Losses arising from scrapping non-current assets (minus sign
                                                                                              -4,106.42                     -6,133,554.83
    representing gains)
    Add: Losses arising from fair value changes (minus sign representing
                                                                                           7,619,454.74                      3,373,554.01
    gains)

    Add: Financial costs (minus sign representing income)                                  5,916,809.38                     12,118,965.63

    Add: Investment losses (minus sign representing income)                             148,529,818.13                     248,224,796.69
    Add: Decrease of deferred income tax assets (minus sign representing
                                                                                           1,720,112.18                     -3,715,867.94
    increase)
    Add: Increase of deferred income tax liabilities (minus sign
                                                                                         -34,613,253.12                    -23,044,980.11
    representing decrease)

    Add: Decrease of inventories (minus sign representing increase)                         -512,749.96                    -16,981,114.84
    Add: Decrease of operating accounts receivables (minus sign
                                                                                         -12,165,928.57                      9,079,748.47
    representing increase)
    Add: Increase of operating accounts payables (minus sign
                                                                                         -76,890,676.84                    -17,601,473.01
    representing decrease)

    Add: Others                                                                         392,661,666.17                     244,772,201.97

    Net cash flows from operating activities                                                         0.00                            0.00

(2) Non-cash-flow related significant investing and financing activities              1,671,863,707.43                 1,316,997,339.42

    Conversion of debt to equity

    Conversion debt instruction of maturity less than 1 year

    Non-current assets under financial leases

(3) Net change of cash and cash equivalents

    Cash carried forward

    Less: Cash brought forward                                                          143,930,783.00                      35,081,676.95

    Add: Cash equivalents carried forward                                                35,081,676.95                      30,712,242.02

    Less: Cash equivalents brought forward                                                           0.00                            0.00

    Net increase of cash and cash equivalents                                                        0.00                            0.00

    Net profits                                                                         108,849,106.05                       4,369,434.93




Note 12. Supplemental information


12.1.           Details of extraordinary gains and losses for the current reporting period
Items                                                                              Amount (CNY)                   Comment

Gains from disposals of non-current assets after expending impairment
                                                                                    -7,700,920.17
provisions
Exceeded-authority approved, non-official approved or accidental tax
                                                                                              0.00
repayment and relief
Government grants recognised through profit or loss for the current reporting                          Flight-route government subsidy,
                                                                                   16,013,518.70
period, excluding grants which are closely related to the Company’s operating                                       etc



                                                                                                                                     113
Shandong Airlines Co., Ltd.                                                                               2010 Annual Report



Items                                                                                Amount (CNY)                Comment

activities and of which the quota or approval is eligible for automatic renewal
in accordance with relevant regulations
Financial resource usage fees charged on non-financial institution recognised
                                                                                              0.00
through profit or loss for the current reporting period
Gains arising from bargain purchase in business combination and investments
                                                                                              0.00
in associates and joint ventures

Non-monetary asset exchange                                                                   0.00


Consigned investment and asset management                                                     0.00


Impairment provision resulting from force majeure, eg. natural desasters                      0.00


Reorganisation                                                                                0.00


Reorganisation expenditure                                                                    0.00


Unfair transactions                                                                           0.00

Net profits or losses achieved by an acquired under-common-control entity
                                                                                              0.00
during the period from the start of the period to the acquisition date
Gains or losses arising from contingent events unconnected with the
                                                                                              0.00
Company’s daily operating activities
Fair value changes of tradable financial assets and tradable financial liabilities
held and gains or losses arising from disposals of tradable financial assets,
                                                                                     -8,872,312.71
tradable financial liabilities and available-for-sale financial assets, excluding
hedging contracts relevant to the Company’s daily operating activities
Reversal of impairment provision for accounts receivables eligible for
                                                                                              0.00
individual impairment assessment

Gains or losses arising from consigned borrowings                                             0.00


Fair value changes of property investments subsequently measured at fair value                0.00

One-off adjustment of profit or loss for the current reporting period in
                                                                                              0.00
accordance with tax and accounting laws and regulations

Consignment income arising from consigned operations                                          0.00

                                                                                                     Flight-route subsidy from airports
Income and expenses other than items listed above                                    12,545,837.53        and other non-recurring
                                                                                                             income/expenses

Other gains or losses satisfying the definition of extraordinary gains or losses              0.00


Subtotal                                                                             11,986,123.35


Less: Impact of income tax                                                            3,071,587.08


Less: Impact on non-controlling interest                                                    -49.49


Total                                                                                 8,914,585.76



12.2.         Yield rate of net assets and earnings per share




                                                                                                                                    114
Shandong Airlines Co., Ltd.                                                                                             2010 Annual Report



                                                                                                           Earnings per share
                                                          Weighted average
Net profits for the current reporting period
                                                    of returns on equity (%)
                                                                                 Basic earnings per share (%)             Diluted earnings per share (%)

Net profits attributable to ordinary
shareholders                                                         56.84%                               1.59                                     1.59
Net profits attributable to ordinary
shareholders after deducting extraordinary
gains or losses                                                      56.04%                               1.56                                     1.56


Computation of earnings per share:


12.2.1. Basic earnings per share
                                                                            Current reporting period                        Last reporting period
                                                                                            After deducting                              After deducting
                     Items                          Computation                               extraordinary                                 extraordinary
                                                                       Amount(CNY)                                    Amount(CNY)
                                                                                                    gains or                                      gains or
                                                                                               losses(CNY)                                   losses(CNY)
 Net profits attributable to ordinary                    (1)           634,364,547.92            625,449,962.16       302,282,325.68       203,597,306.19
 shareholders
 Number of listed ordinary shares brought                (2)           400,000,000.00            400,000,000.00       400,000,000.00       400,000,000.00
 forward
 Number of listed ordinary share equivalents             (3)                       0.00                    0.00                  0.00                   0.00
 increased in year
 Number of listed ordinary share equivalents             (4)                       0.00                    0.00                  0.00                   0.00
 decreased in year
 Weighted average of listed ordinary shares        (5)=(2)+(3)-(4)     400,000,000.00            400,000,000.00       400,000,000.00       400,000,000.00
 Basic earnings per share                            (6)=(1)÷(5)                  1.59                    1.56                  0.76              0.51



12.2.2. Diluted earnings per share
                                                                                   Current reporting period                     Last reporting period
                                                                                                              After                                    After
 Items                                               Computation                                         deducting                                deducting
                                                                               Amount(CNY)           extraordinary       Amount(CNY)          extraordinary
                                                                                                           gains or                                 gains or
                                                                                                      losses(CNY)                              losses(CNY)
 Net profits attributable to ordinary
                                                          (1)                  634,364,547.92       625,449,962.16       302,282,325.68     203,597,306.19
 shareholders
 Potential dilutive ordinary dividends
                                                          (2)                             0.00                0.00                  0.00                 0.00
 recognised as expenses
 Potential dilutive ordinary           share
                                                          (3)                             0.00                0.00                  0.00                 0.00
 conversion expenses
 Income tax rate                                          (4)                         25.00%               25.00%                25.00%             25.00%
 Net profits attributable to ordinary
                                               (5)=(1)+[(2)-(3)]×[1-(4)]      634,364,547.92       625,449,962.16       302,282,325.68     203,597,306.19
 shareholders after adjustment
 Weighted average of ordinary shares
 for basic earnings per share                             (6)                  400,000,000.00       400,000,000.00       400,000,000.00     400,000,000.00
 computation
 Weighted average of dilutive ordinary
                                                          (7)                             0.00                0.00                  0.00                 0.00
 share conversion
 Weighted average of ordinary shares
                                                     (8)=(6)+(7)               400,000,000.00       400,000,000.00       400,000,000.00     400,000,000.00
 for diluted earnings per share
 Diluted earnings per share                           (9)=(5)÷(8)                        1.59                1.56                  0.76                 0.51
Note 13.           Approval of financial statements
                                                                                                                                                                T
his financial statements are approved and authorised for issuance by the Board of Directors on March
25, 2011.

                                                                                                                                                  115
Shandong Airlines Co., Ltd.                                            2010 Annual Report



                              XI. Documents Available for Reference
1. Financial statements carrying the personal signatures and seals of Chairman of the
Board, Chief Accountant and Person in Charge of Accounting Department;
2. Original of Auditors’ Report carrying the seals of Certified Public Accountants as well
as personal signatures and seals of certified public accountants;
3. Originals of all documents and notices publicly disclosed on newspapers designated by
CSRC in the report period in 2010;
4. The Company will offer above documents for reference timely provided that CSRC or
Stock Exchange demands or shareholders requires according to the regulations and
Articles of Association.




                                                                 Board of Directors of
                                                            Shandong Airlines Co., Ltd.
                                                                       March 25, 2011




                                                                                            116