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山 航B:2011年年度报告(英文版)2012-03-23  

						Shandong Airlines Co., Ltd.                          Annual Report 2011




                山东航空股份有限公司

                              2011 年年度报告



                 SHANDONG AIRLINES CO., LTD.
           ANNUAL REPORT 2011


                                 March / Year 2012
                                  Jinan P.R.C.




                                                                          0
Shandong Airlines Co., Ltd.                                                                  Annual Report 2011




                                    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 ---------------------------------------5
IV. Particulars about Directors, Supervisors, Senior Executives and Employees------------------------8
V. Corporate Governance --------------------------------------------------------------------------------------14
VI. Brief Introduction to the Shareholders‘ General Meeting --------------------------------------------19
VII. Report of the Board of Directors -----------------------------------------------------------------------19
VIII. Report of the Supervisory Committee ----------------------------------------------------------------30
IX. Significant Events -----------------------------------------------------------------------------------------31
X. Audit report --------------------------------------------------------------------------------------------------35
XI. Documents for Reference -------------------------------------------------------------------------------115



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.
Director Mr. Wang Mingyuan absent the Meeting due to business and authorized Deputy Chairman
Mr. Ma Chonxian 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, Chief Accountant Mr. Xu Guojian,and GM of Finance
Department Mr. Wang Wuping of the Company hereby confirm that the Financial Report of the
Annual Report is true, accurate and complete.
The report is prepared in bilingual versions using Chinese and English respectively, in the event of
any discrepancy in understanding the two aforementioned versions, the Chinese version shall
prevail.



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



                                                                                                                   1
Shandong Airlines Co., Ltd.                                              Annual Report 2011



                                        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
Tel.: (86) 531-85698678
Fax: (86) 531-85698679
E-mail: fanp@shandongair.com.cn
(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
(8/F 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
Organization code: 72072120-1
Name of certified public accountants engaged by the Company:
Reanda Certified Public Accountants
Address: Room 2008, 20/F, East District of No.1 Building, No.100, Xili Street, Balizhuang,
Chaoyang District, Beijing
Signature accountant's name: Yang Yunhui, Tao Liang

                  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)                                                          993,953,929.71
Total profit(RMB)                                                            1,031,016,217.61
Net profit attributable to the shareholders of the listed
company (RMB)                                                                  771,225,549.05
Net profit attributable to the shareholders of the listed
company after deducting non-recurring losses/gains (RMB)                       751,635,820.83



                                                                                              2
Shandong Airlines Co., Ltd.                                                         Annual Report 2011



Net cash flow arising from operating activities (RMB)                                    2,245,050,664.90
(II) Items of deducting non-recurring gains and losses and the involved amounts are as following:
                                                              Unit: RMB
    Items of non-recurring gains and                      Note
                                       Amount in 2011               Amount in 2010    Amount in 2009
                   losses

 Net profit                                770,772,472.26               634,575,287.43    302,743,202.40
 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                           9,599,890.07                 7,700,920.17      -2,758,500.92
 (2) Governmental subsidy calculated                        Governm
 into current gains and losses, while                       ent route
 closely related with the business of                       subsidy
 the      Company,     excluding     the                    and
 fixed-amount or fixed-proportion                           others
 governmental subsidy according to
 the unified national standard             -21,698,008.50               -16,013,518.70 -135,213,761.47
 (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          10,862,464.69                 8,872,312.71      10,020,739.69
                                                            Other
                                                            non-oper
                                                            ating
 (4) Other non-operating income and                         income/e
 expenditure    except     for   the                        xpenditur
 aforementioned items                      -24,964,169.47   e           -12,545,837.53     -3,628,053.31
 Subtotal
                                           -26,199,823.21               -11,986,123.35   -131,579,576.01
 Less: Influenced number of income
 tax of non-recurring losses/gains         -6,751,319.93                -3,071,587.08     -32,894,894.00
 Net      profit    after     deducting
 non-recurring gains and losses            751,323,968.98               625,660,751.16    204,058,520.39
 Less:      Net     profit     deducted
 non-recurring              losses/gains
 attributable to minority shareholder         -311,851.85                  210,789.00         461,214.20
 Net profit attributable to shareholder
 of listed company after deducting
 non-recurring losses/gains                751,635,820.83               625,449,962.16    203,597,306.19
(III) Major accounting data and financial highlights over the previous three years as at the end of
the report period
1. Main accounting data




                                                                                                         3
Shandong Airlines Co., Ltd.                                                                      Annual Report 2011



                                                                           Increase/decrease
                                                                              in this year
                                2011                    2010                compared with                 2009
                                                                            that in last year
                                                                                  (%)
Total      operating
                          9,666,969,745.20      7,292,615,957.10                     32.56%         5,366,113,363.68
income (RMB)
Operating       profit
                              993,953,929.71      823,686,010.62                     20.67%           261,760,990.12
(RMB)
Total profit (RMB)        1,031,016,217.61        844,544,446.68                     22.08%           403,361,305.82
Net            profit
attributable       to
shareholders of               771,225,549.05      634,364,547.92                     21.57%           302,282,325.68
the            listed
company (RMB)
Net            profit
attributable       to
shareholders of
the            listed
company         after         751,635,820.83      625,449,962.16                     20.18%           203,597,306.19
deducting
non-recurring
gains and losses
(RMB)
Net cash flow
arising         from
                          2,245,050,664.90      1,675,078,629.81                     34.03%         1,317,347,150.42
operating
activities (RMB)
                                                                           Increase/decrease
                                                                            at the end of this
                                                                             year compared
                          At the end of 2011    At the end of 2010                                 At the end of 2009
                                                                             with that at the
                                                                             end of last year
                                                                                   (%)
   Total assets
                          9,772,985,545.97      8,923,799,368.85                      9.52%         8,096,403,730.75
      (RMB)
       Total
                          7,723,740,626.16      7,503,677,927.17                      2.93%         7,230,857,576.50
liabilities(RMB)
 Owners‘ Equity
  attributable to
 shareholders of          2,049,244,919.81      1,406,659,169.90                     45.68%           852,294,621.98
 listed company
      (RMB)
   Total share
                              400,000,000.00      400,000,000.00                      0.00%           400,000,000.00
capital(Share)
2. Main financial indexes
                                                                      Increase/decrease in this year compared
                                               2011       2010                                                   2009
                                                                             with that in last year (%)

Basic earnings per share (RMB/Share)             1.93          1.59                                  21.57%           0.76

Diluted earnings per share (RMB/Share)           1.93          1.59                                  21.57%           0.76
Basic earnings per share after deducting
                                                 1.88          1.56                                  20.18%           0.51
non-recurring gains and losses (RMB/Share)



                                                                                                                         4
    Shandong Airlines Co., Ltd.                                                                                  Annual Report 2011



    Weighted average return on equity (%)                   45.05%          56.84%      Down 11.79 percentage points               43.11%
    Weighted average return on equity after
    deducting non-recurring gains and losses                43.90%          56.04%      Down 12.14 percentage points               29.04%
    (%)
    Net cash flow per share arising from
                                                                  5.61         4.19                     34.03%                        3.29
    operating activities(RMB/Share)
                                                                                      Increase/decrease at the end of this year
                                                          At the end At the end                                                 At the end
                                                                                        compared with that at the end of last
                                                           of 2011    of 2010                                                    of 2009
                                                                                                     year (%)
    Net asset per share attributable to shareholders of
                                                                  5.12         3.52                                  45.68%           2.13
    listed company (RMB/Share)

    Asset-liability ratio (%)                               79.03%          84.09% Down 5.06 percentage points                   89.31%


    (IV) The Company‘s return on equity and earnings per share as of the year 2011 as calculated based
    on weighted average method taking Requirements on the Information Disclosure of Companies
    Publicly Issuing Shares No. 9 as the reference
                                                                                           Earnings per share
        Profit in the report
                                     Weighted average ROE                                                 Diluted earnings per
              Period                                                       Basic earnings per share
                                                                                                                   share
                                                     Amount                                                             Amount
                                      Amount         in same                              Amount in       Amount        in same
                                                                         Amount in
                                       in this        period                             same period       in this       period
                                                                         this period
                                      period          of last                             of last year     period        of last
                                                       year                                                               year
    Net profit attributable to
                                        45.05%           56.84%                 1.93                   1.59       1.93           1.59
    common shareholders
    Net profit attributable to
    common shareholders
    after   deducting the               43.90%           56.04%                 1.88                   1.56       1.88           1.56
    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

                                                                                    Add
                                                                    Conversion       itio
                                                 Ratio    Bonu
                                                                     of capital      nal                Subtot
                                                  ned       s                                 Others
                                                                       public       insu                  al
                                                 share    share
                                                                      reserve       ranc
                                                                                       e
I. Unlisted shares                260,000,000                                                                        260,000,000




                                                                                                                                          5
     Shandong Airlines Co., Ltd.                                                                 Annual Report 2011



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 shares or             91,399,000                                                        91,399,000
other
Total unlisted shares              260,000,000                                                       260,000,000
II. Listed shares                  140,000,000                                                       140,000,000
1. RMB ordinary
shares
2.Domestically listed              140,000,000                                                       140,000,000
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
     (1)Up to one month-earlier of this annual report released, that is2 9 February 2012, the Company
     owes 18,318 shareholders in total.
     (2) Up to the final of this annual report Dec. 31, 2011, the Company had totally 18,512 shareholders,
     including 18,506 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
                                                                                State-owned
        2           AIR CHINA LIMITED                91,200,000       22.8%    legal person‘s             Naught
                                                                                    share
                                                                                 Circulation
        3           YAO MING                           2288700        0.57%                              Unknown
                                                                                    share
                    GUOTAI       JUNAN                                           Circulation
        4                                              2250532        0.56%                              Unknown
                    SECURITIES(HONGKO                                               share


                                                                                                                      6
Shandong Airlines Co., Ltd.                                                      Annual Report 2011



          NG) LIMITED
                                                                   Circulation
   5      CHEN TIAN MING                   1590322       0.40%                           Unknown
                                                                      share
                                                                   Circulation
   6      CHEN JING JIAN                   1378200       0.34%                           Unknown
                                                                      share
                                                                   Circulation
   7      HUANG LIU LIA                     918917       0.23%
                                                                      share
                                                                                         Unknown
                                                                   Circulation
   8      OU YAN PING                       903343       0.23%                           Unknown
                                                                      share
          WANXIANG
          INTERNATIONAL                                            Circulation
   9                                        833300       0.21%                           Unknown
          INVESTMENT                                                  share
          CORPORATION
                                                                   Circulation
  10      YE QU FA                          809600       0.20%
                                                                      share
                                                                                         Unknown
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 Limited, 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
Date of establishment: February 9, 1995
Organization Code: 61407164-7
Registered capital: RMB 580 million
Business scope: Investment and management on air transport industry; maintenance of aircraft that
limit in maintenance license and ground equipments; service of conferences and exhibition; office
service; sales of general merchandise, artworks and souvenirs; service of accommodation and
dinning; retail of tobacco products as well as housing leasing (operated in sub-branch only).
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: WANG CHANG SHUN
Date of establishment: September 30, 2004
Organization Code: 71787100-6
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


                                                                                                      7
 Shandong Airlines Co., Ltd.                                                                    Annual Report 2011



 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 39.76% in total
 shares; Cathay Pacific Airways Ltd., which accounted for 19.53% in total shares. HKSCC
 NOMINESS LIMITED, which accounted for 13.91% in total shares. China National Aviation
 Group Co., Ltd., which accounted for 12.08% in total shares.
 4. Property rights and control diagram between the Company and its controlling shareholders and
 actual controller


                                 Shandong Aviation Group

                                             42%

                               Shandong Airlines Co., Ltd.

 5. 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.

 6. 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        YAO MING                                                          2288700               B-share
             GUOTAI            JUNAN                                                                 B-share
    2        SECURITIES(HONGKONG)                                              2250532
             LIMITED
    3        CHEN TIAN MING                                                    1590322               B-share
    4        CHEN JING JIAN                                                    1378200               B-share
    5        HUANG LIU LIA                                                      918917               B-share
    6        OU YAN PING                                                        903343               B-share
           WANXIANG INTERNATIONAL                                                                    B-share
    7                                                           833300
           INVESTMENT CORPORATION
     8     YE QU FA                                             809600          B-share
     9     BAO XIU ZHEN                                         800000          B-share
    10     JOHN POSS                                            748300          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-begi
                                                                                                           year-end
                                                                                                 n
Zhang                                                                 June 26, 2009-            0             0
            Male        Apr. 1955               Chairman
Xingfu                                                                  June 25, 2012
Ma                                                                April 22, 2010—June 25,       0             0
            Male        June 1965            Vice Chairman
Chong                                                                       2012



                                                                                                                      8
 Shandong Airlines Co., Ltd.                                                        Annual Report 2011



Xian
Zeng                                                                                0             0
                                                          June 26, 2009—June 25,
Guoqian     Male        Oct. 1953         Director
                                                                    2012
g
Su                                   Director, Standing                             0             0
                                                          June 26, 2009—June 25,
Zhongmi     Male       March 1954      Deputy General
                                                                    2012
n                                         Manager
Xu                                    Director, Deputy                              0             0
                                                           Jan.29,2010-June 25,
Guojian     Male        Nov. 1964     General Manager,
                                                                   2012
                                     General Accountant
Wang                                                                                0             0
                                                           June 26,2009-June 25,
Mingyua     Male        Sept. 1965        Director
                                                                   2012
n
Kou                                                          June 26, 2009-        0             0
            Male        Aug. 1955         Director
Zunxian                                                       June 25, 2012
Wang        Fema                                             June 26, 2009-        0             0
                        June 1958         Director
Jieming      le                                               June 25, 2012
Wei                                     Independent          June 26, 2009-        0             0
            Male        Feb. 1950
Jincai                                    Director            June 25, 2012
                                        Independent          June 26, 2009-        0             0
Li Chun     male       March 1957
                                          Director            June 25, 2012
Qu                                                                                  0             0
                                        Independent          June 26, 2009-
Wenzho      Male        June 1972
                                          Director            June 25, 2012
u
                                      Chairman of the                               0             0
Wang                                                         June 26, 2009-
            Male        June 1953      Supervisory
Fuzhu                                                         June 25, 2012
                                        Committee
Xue                                                          June 26, 2009-        0             0
            Male       March 1961        Supervisor
Ruitao                                                        June 25, 2012
Zhang                                                        June 26, 2009-        0             0
            Male        May 1965         Supervisor
Kai                                                           June 25, 2012
                                         Employee                                   0             0
Zhou        Fema                     Supervisor, Deputy      June 26, 2009-
                         Jan. 1975
Qiaoyan      le                         GM of Cabin           June 25, 2012
                                     Service Department
Yu                                     Deputy General        June 26, 2009-        0             0
            Male        Sept. 1969
Haitian                                   Manager             June 25, 2012
Li                                    Deputy General                                0             0
                                                             June 26, 2009-
            Male        Aug. 1955
Qing‘en                                Manager               June 25, 2012
Qiu                                   Deputy General         June 26, 2009-        0             0
            Male         Jan. 1967
Feng                                    Manager               June 25, 2012
Miao                                  Deputy General         March 25, 2011-       0             0
            Male        Feb. 1971
Liubin                                  Manager               June 25, 2012
Jiang                                 Deputy General         April 28 2011-        0             0
            Male        Nov. 1959
Chengda                                 Manager               June 25, 2012
Zhang                                                        June 26, 2009-        0             0
            Male        Oct. 1958        Chief Pilot
Qingshe                                                       June 25, 2012
Xiong                                                         Dec. 1, 2009-        0             0
            Male         Jan. 1965    General Engineer
Jianbo                                                        June 25, 2012
Wang                                                         April 28 2011-        0             0
            Male        Nov. 1965      Safety Director
Xianlin                                                       June 25, 2012
Dong                                  Secretary of the       June 26, 2009-        0             0
            Male         Jan. 1962
Qiantang                                  Board               June 25, 2012



                                                                                                         9
Shandong Airlines Co., Ltd.                                                               Annual Report 2011



Note: 1. there was no change in the number of shares held by directors, supervisors and senior
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)
                                            Member of Party Committee, vice
                          Air China
   Ma                                       President
                                                                                                Yes
   Chongxian                                Chairman, President, Vice-Secretary of
                              SDA
                                            Party Committee
   Zhang                                    Secretary     of  Party    Committee,
                              SDA                                                               Yes
   Xingfu                                   Vice-president
   Wang
                              SDA           Chief Accountant                                    Yes
   Fuzhu
   Xue Ruitao                 SDA           General Manager of Financial Department             Yes
   Wang                                     Member of Party Committee and Deputy
                          Air China                                                             Yes
   Mingyuan                                 President
                                            Senior Management of Investment
   Zhang Kai              Air China         Enterprise  Management       of   Assets            Yes
                                            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.
                    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;
Ma Chongxian        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
                    01/2004 -03/2011, Director and General Manager of the
Zeng
                    Company.
Guoqiang
                    03/2011 till now, Director of the 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.
                    09/2002-10/2007, Administrative and Financial Director
                    in Macau International Airport Management Limited;
Xu Guojian
                    10/2007-01/2010, General Manager of Financial
                    Dividend in Air China Engineer Technology Branch;



                                                                                                                10
Shandong Airlines Co., Ltd.                                                                 Annual Report 2011



                    01/2010-now, Vice General Manager and Chief
                    Accountant of the Company;
                    04/2010-now, director, vice general manager and chief
                    accountant of the Company.
                    01/2004-06/2005, Deputy General Manager of Sales &
                    Marketing Department of Air China;
                    06/2005-07/2008,       Commissary      of     Commerce
                    Commission, General Manager of Network Proceedings
Wang                Department of Air China ;
Mingyuan            07/2008-02/2011, Director of Commerce Commission
                    Air China;
                    02/2011 till now, member of Party Committee and vice
                    president of 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
                    Management Institute of China;                             Independent director of China
Wei Jincai          10/2008 till now, President of Civil Aviation              Southern Airlines and Xiamen
                    Management Institute of China;                             International Airport Co., Ltd
                    03/2006 till now, Independent Director of the Company.
                    He was Chairman of Shenzhen Lawyers Association;
                    Now he is Vice-director of Development Strategy
                    Committee of Chinese National Lawyers Association;         Independent director of Shenzhen
Li Chun             Chief Researcher of Venture Investment Law Research        Laibao Hi-Tech Co., Ltd. and
                    Center; Chief Jurist and executive director of Grandall    Edan Instruments Inc.
                    Institution; Executive Partner of Grandall Laws Firm.
                    06/2009 till now, Independent Director of the Company.
                    Once served as Manager of Investment Bank                  Serves as Independent Director of
                    Department of Xiamen Jianfa Investment Trust               Xiamen International Airport Co.,
                    Corporation, GM of Xiamen Boyi Investment                  Ltd, Shenzhen Laibao Hi-Tech
                    Consultancy Co., Ltd.; researcher of Shenzhen Stock        Co., Ltd. and Xingye Leather
                    Exchange. he is teaches in Xiamen University since         Technology Co., Ltd.
Qu Wenzhou          2005; taking the positions of professor of management
                    institution, Xiamen University; doctorial tutor and vice
                    director of financial dept.; vice dean of financial
                    management and accounting institution and director of
                    research center of Chinese capital market.
                    06/2009 till now, Independent Director of the Company.
                    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.



                                                                                                                   11
Shandong Airlines Co., Ltd.                                                            Annual Report 2011



                    07/2004-12/2005, Enterprise Management Department
                    of Air China Limited;
Zhang Kai           01/2006 till now, Senior Manager of Assets
                    Management Department of Air China Limited;
                    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.
                    01/2004-03/2011, Deputy General Manager of the
Yu Haitian          Company.
                    03/2011 till now, 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.
                    04/2004-08/2007, Captain of the First Flying Brigade;
                    08/2007-03/2011,General Manager of the Flight
                    Department of the Company;
Miao Liubin
                    06/2009-03/2011, Employee Supervisor of the
                    Company.
                    03/2011 till now, Deputy GM of the Company
                    05/2008-04/2011 Chief of Operation of the Company
Jiang Dacheng
                    04/2011 till now, Deputy GM of the Company
Zhang Qingshe       01/2004 till now, Chief Pilot of the Company.
                    10/2001-05/2008, 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.
Wang Xianlin        02/2009 till now, Security Chief of the Company.
                    01/2004-02/2009, Minister of Enterprise Planning and
                    Development Department of Shandong Aviation Group;
                    02/2009-03/2011,General Manager of Enterprise
Dong Qiantang       Management of the Company;
                    03/2011 till now, Director of the General Office 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 2011
                                                                              (RMB‘0000, before tax)
Zeng
                   Director                                                                         112.78
Guoqiang
Su Zhongmin        Director, Standing Deputy General Manager                                         90.01
Xu Guojian         Director, Deputy General Manager, Chief Accountant                                75.31



                                                                                                             12
Shandong Airlines Co., Ltd.                                                     Annual Report 2011



Wei Jincai         Independent Director                                                        5.90
Li Chun            Independent Director                                                        5.90
Qu Wenzhou         Independent Director                                                        5.90
                   Employee Supervisor, Deputy Head of Cabin Service
Zhou Qiaoyan                                                                                  32.34
                   Department
Yu Haitian         General Manager                                                            94.21
Li Qing‘en        Deputy General Manager                                                     88.05
Qiu Feng           Deputy General Manager                                                     77.31
Miao Liubin        Deputy General Manager                                                     75.24
Jiang Chengda      Deputy General Manager                                                     67.74
Zhang
                   Chief Pilot                                                                94.93
Qingshe
Xiong Jianbo       General Engineer                                                           76.51
Wang Xianlin       Security Chief                                                             71.37
Dong
                   Secretary of Board of Directors                                            46.01
Qiantang
Total                                                                                         1,020
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.
(IV) Particulars about changes of directors, supervisors and senior executive
1. Mr. Zeng Guoqiang did not take post of GM of the Company due to work adjustments. On 25
March 2011, the 5th Meeting of 4th Session of the Board engaged Mr. Yu Haitian, the original
Deputy GM of the Company, as GM of the Company; one deputy GM in charge of fright operation
management was newly engaged for work requirements; Mr. Miao Liubin, the original GM of
Fright Dept., was engaged as deputy GM (in charge of fright operation) of the Company by the
Board. Mr. Miao Liubin resigned employee supervisor of the Company on 25 March 2011.
2. Mr. Jiang Chengda, original Chief Operation, was engaged as Deputy GM of the Company in 1st
Extraordinary Shareholders‘ General Meeting of 2011 held by 4th Session of the Board dated 28
April 2011. Mr. Wang Xianlin was engaged as Security Chief of the Company.
(V) Personnel
By the end of the report period, the Company had 5,582 employees in total, including 135 persons
of postgraduates (Master Degree and Doctor Degree) or above, 5,026 persons graduated from
3-years regular college or above.
The staff structure is as follows:
                                                     Proportion to the
Type of employee                 Number
                                                     total employees

Flight personnel                          676                      12%
Aircraft crew and                         992                      18%
maintenance
personnel
Marketing personnel                       956                      17%
(market and freight)




                                                                                                      13
Shandong Airlines Co., Ltd.                                                      Annual Report 2011



Air host and hostess               1135                  20%
Ground attendant                     438               7.80%
Financial personnel                 148                2.70%
Others                             1237                  22%
By the end of the report period, there were 66 retirees in the Company.

                                  V. Corporate Governance
(I) The Situation of Corporate Governance
During the reporting period, according to the ―Company Law‖, ―Securities Law‖, and ―Code of
Corporate Governance for Listed Companies‖ in China and the principles and requirements of other
relevant laws, regulations and normative documents strictly, the company perfects the structure of
corporate governance, standardize the company operation and improve the level of management.
Governance structure of the company is in accordance with CSRC relevant documental
requirements on the management of listed company.
1. Shareholders and the Shareholders‘ general meeting
During the reporting period, the company has organized to hold the 2010 annual shareholders‘
general meeting. The calling, holding, bill consideration and decision making of shareholders‘
meeting is strictly based on the procedure of Article of Association and the rule of procedure of
shareholders‘ meeting, in order to ensure all the shareholders, especially small and medium
shareholders to enjoy equal status and exercise their rights fully. Connection transaction follows the
principle of fairness and reasonableness strictly, pricing based on open and transparent and the vote
to avoid connection shareholders. The meeting is recorded completely and is kept properly by
designate personnel. Besides, the decision can be made the full disclosure in time based on the
relevant requirements of CSRC and Shen Zhen stock exchange rules.
2.Directors and the Board of Directors
During the reporting period, the board of directors held four meetings, deliberation and decision
making on the magnificent issues like profit distribution, daily associated trade, and the plane to
introduce, issue medium-term notes, etc. The calling, holding, bill consideration and decision
making of the board of directors is strictly based on the procedure of Article of Association and the
board of directors rules. The strategy and the nomination committee, the audit commission, salary
and appraisal committee three specials are included in the board of directors, and each has clear
responsibilities with overall operating in good condition. According to the responsibility of Article
of Association and the procedure and requirements of the board of directors‘ rules, each director
takes an active part in the board meeting, learning about the trends of production and management,
holding the trends of company development and ensuring diligence and scientific decisions.
3. Supervisors and the Supervisory Committee
During the reporting period, the board of directors held four meetings, the calling, holding, bill
consideration and decision making of the board of directors is strictly based on the procedure of
Article of Association and the board of supervisors rules. The board of supervisors executed the
Company Act, the Securities Act, and the Articles of Association strictly. Through the meeting of
board, attending the board meeting, regularly checking finance, the company makes an effective
supervision on authorities and obligations towards finance, directors, and senior management
personnel.
4. Information Disclosure and System Construction
During the reporting period, according to the Company Act, the Securities Act, the Shen Zhen stock
exchange listed on the stock exchange rules and the requirements of Articles of Association and
Information Disclosure Management System, the company develops the information disclosure,
ensuring that truth, accurate, complete and timely and fair disclosure report regularly and temporary


                                                                                                      14
 Shandong Airlines Co., Ltd.                                                     Annual Report 2011



 public announcement to protect the legitimate rights and interests of the company, its shareholders
 and other related personnel‘s benefits. In order to further standardize company insider information
 management behavior, to improve the secret of insider information, to put an end to relevant
 personnel use inside information to engage in insider trading, to strengthen the management of the
 external inside information submitted strength, to maintain the information disclosure with
 openness, fairness and justice, to protect the legal rights of the investors, and according to the
 requirements of ―on the listed companies to establish the inside information management system of
 the registration insider provisions‖ issued by CRSC in Oct. 2011and ―Well further inside
 information about the registration and management supervision of insider form letter‖ issued by
 Shang Dong Securities Regulatory Commission in Nov. 2011 and combining the practical situation,
 the board makes a further revision on ―insider information report for insider information
 management system and external submitted‖.

  (II) Performance of independent directors
  The company‘s independent director Mr. Wei Jincai, Mr. Li Chun, and Mr. Qu Wenzhou are strictly
  based on the requirements of the Company Law, the Securities Law, Code of Corporate Governance
  for Listed Companies in China, On Establishing the System of Independent Directors Guidance in
  Listed Companies, the Articles of Association, and the Independent Directors Work System. They
  also exercise their authority seriously; fulfill the duties of independent director; focus on the
  company‘s daily production management, financial status, corporate governance structure and
  normative operation and give full play to the important role of independent directors. Besides, they
  attend the meetings of board and shareholders on time; deliver the independent opinions towards
  deliberative major issues based on independent standpoint and maintain the legal rights and
  interests of the company and all the shareholders, especially small and medium-sized shareholders.
  1. Particulars about Independent Directors‘ Attending the Board of Directors
Name       of       Present
                              Presenting Entrusted
independent        times for                                Absent              2010 Annual
directors         the Board   in person     presence                       Shareholders‘ General
                 of Directors                               (Times)
                               (Times)      (Times)                               Meeting
                   this year
Wei Jincai         4             4            0             0                  Attendance
Li Chun            4             4            0             0                  Attendance
   Qu              4             4            0             0                  Attendance
Wenzhou
During report period, 4 meetings (on-site and communication ways included) and one shareholders‘
general meeting were held by the Company. All independent directors are attend the Meetings in
person in line with regulations and requirements, no absent situation been found.
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.
3. The performance of independent directors‘ formation in 2011 annual report
During the 2011annual formation report, before conducting auditing, year careful accounting has
reported and communicated the year of careful work team personnel structure, audit plan, risk
judgment, the testing and evaluation method of risk and fraud and the annual audit key, etc. The
independent directors subedited the annual financial and accounting reports after hearing a year of
careful accounting of the annual financial reports of the initial audit opinion. On March 21, 2012,
the independent directors reviewed the company‘s 2011annual report.

 (III) Separate situation of the company and controlling shareholders in the business, personnel,
 assets and the financial institutions



                                                                                                      15
Shandong Airlines Co., Ltd.                                                      Annual Report 2011



The company and Shang Hang controlling shareholders group has been separated totally in business,
personnel, assets, institution and finance, possessing independent complete business and
independent operation ability.
1. In business aspect: The company currently engaging in business and the actual controlling
shareholders does not exist in the case of the cross. The company engaged in manufacturing
management independently and the controlling shareholders and other related enterprise does not
have dependencies.
2. In personnel aspect: The company is totally independent of the controlling shareholders in labor,
personnel and salary management. The directors, supervisors and senior management personnel in
accordance with the Articles of Association and relevant laws and regulations, and through the legal
procedures of election or employment, there is not the situation of the controlling shareholders in
accordance with legal procedures intervention company personnel appointment and removing. The
senior management personnel is not in double office performance in the listed company and the
controlling shareholders and they all get salaries from the company.
3.In asset aspect: The relationship between the company and controlling shareholders is clear and
the assets of a corporation are totally independent of the controlling shareholders. This company has
full control and domination and there also are not the situations of possessing the assets and funds
by controlling shareholders and of injuring the interests of the company.
4.In institution aspect: The company established a completely independent from the organization of
the controlling shareholders, the board of directors and the board of supervisors and so on and these
internal institutions operated independently. Besides, there is no line between the company and
controlling shareholders and its association with institutions subordinate and the controlling
shareholders don‘t interfere the situation of the production and business operation activities in the
company.
5. In finance aspect: The company has independent financial departments and independent financial
accounting system and possesses the standard, the independent financial and accounting system and
financial management system, independent bank account, and independent tax payment in
accordance with law.

(IV)Evaluation and incentive mechanism of the company to the senior management personnel
According to the Performance Appraisal Interim Measures inside the company, the finishing
condition of individual performance contract is evaluated and results are the foundation of the cash
performance-based pay in order to improve the effect of inspiration.

(V) Management of investor relations
The company always adheres to the standard operation; constantly improve the level of
management; attaches great importance to the protection of the legal rights and interests among
medium and small shareholders; and pays great attention to maintain the relationship among
investors. During the reporting period, through answering invertors‘ hotline and receiving investors,
the company communicated many times with investors that are interested in it. In Shenzhen
investor relations interactive platform, lots of investors‘ consulting is replied and it enhanced the
understanding of investors to the company and the transparency of the operation and established a
good public image in the capital market. Furthermore, the company also accepted humbly the
precious opinions and suggestions on production management, strategic development and etc. from
the investors and played a positive role in company‘s healthy, stable and sustainable development.

(VI)The internal control work and implement plan
According to the requirements of ―Basic Rules of Internal Control for Enterprise‖ and its supporting
guidance issued jointly by five ministries and in order to promote the level of insider control
constantly, the company has already officially started the construction project of internal control


                                                                                                      16
Shandong Airlines Co., Ltd.                                                      Annual Report 2011



system in the foundation of consolidating early work. The third party intermediary agency, Compile
Horwath Certified Public Accountants Co. LTD. Shang Dong branch offices is invited to refer and
guide the design and construction work of internal system.
1. Project objective
(1)To evaluate the integrity, rationality and implementation effectiveness of the internal control
system and to form ―Internal Control Evaluation Report‖.
(2)On the basis of the previous aspects and according to ―Internal Control Standard Application
Guidelines‖, the company combed functions and flow; plan the design of internal control
architecture; establish the internal control operation system based on the process. In close
connection with the information system applications, ―Shang Hang Shares Internal Control
Management Manual‖ and all the subsidiary company manuals are published in system and manual
operation to achieve the internal control system, reasonable design and effective implement and to
meet the requirements of regulations on the listed company internal control system operation and
annual audit.
2. Project main work stage
The project is implemented in gradual process surrounding the organization chart, development
strategy, human resource, social responsibility, enterprise culture, fund activities, purchasing
practices, assets management, selling operation, research and development, construction project,
guarantee business, outsourcing, financial statement, comprehensive budget, contract management,
internal information transfer, information system, etc.
(1)Internal control evaluation stage: Reviewing internal control files, executing pass test, executing
control test, reporting exchange final text.
(2)Internal control manual design stage: Internal control system construction survey, internal control
system architecture design, internal control manual design, confirm of manual communication,
internal control manual training, operation guidance of system implementation and improvement
optimization.
3. The specific work plan detailed in ―Internal Control to Standardize the Implementation of Work
Plan in Shandong Airlines Co., Ltd.‖.
(VII)The construction and Implement system of financial report control system
Good and effective accounting system ensures the safety and integrity of the assets; can regulate the
financial and accounting management behavior and strengthen the financial and accounting.
Therefore, we have done a large amount of work in the system standard construction, financial
personnel, each major accounting procedure and other aspects. Firstly, in the system standard
construction aspect and on the precondition of implementing ASBE and other provisions of state,
our company formulated the financial management system and a series of specific provision; gave
the effective implementation and execution in the practical work and perfected strengthened the
functions and authorities of accounting and financial control in system. Secondly, in the post setting,
personnel and major accounting process aspects, the company set up the independent accounting
offices and accounting agency personnel implement stated financial policies and all laws and
regulations and handled relevant accounting matters based on ―Accounting Law‖, ASBE and other
relevant regulations. Within the year, there are not material defects in the internal control of
financial reports.
(VIII)Establishment and implementation of ―Information Disclosure of Fundamental Errors
Responsibility Systems‖
According to the provision of ―Company Act‖, ―Accounting Act‖, ―The Listed Company
Information Disclosure Management Approach‖ and other relevant laws and regulations, the
company has formulated ―Information Disclosure of These Huge Responsibility Systems‖ and has
explicated the regular reports and the identification and pursuit of information disclosure and
information disclosure omissions, etc. and handled it seriously to duty officer according to
regulations. It is implemented strictly by the company, and the company didn‘t produce the


                                                                                                      17
Shandong Airlines Co., Ltd.                                                      Annual Report 2011



correction of big accounting errors, major omission of information supplement and correction
performance forecast, etc.
(IX)Appraisal conclusion on this year‘s internal control system implementation effectiveness from
each agency
1. Self assessment conclusion on the board of directors of the company‘s internal control system
implement this year
The board of directors of the company through the internal control of the company own estimation
and confirmation, the company set up a perfect government structure. The internal control system is
sound and reasonable and internal control system has been covering the basic business activities and
internal management and all aspects that comply with the relevant laws, regulations and the
securities regulatory requirements. Details are in ―Internal Control Self Evaluation Report in
Shandong Airlines Co., Ltd..‖(Year of 2011).
2. Independent opinions of independent director towards the internal control self assessment
The company independent director thinks that what the company has established the internal control
system during the report is sound and complies with the requirements of the relevant state laws,
regulations and administrative rules. The internal control system has covered all aspects of business
and the company implemented the business activities according to the regulations strictly. The strict,
full and effective internal control accords with the practical situation towards manufacturing
management, finance control, related transaction, external guarantee, major investment, information
disclosure and etc. in order to make it sure on the rail in operating management. ―Internal Control
Self Evaluation Report‖ has reflected the practical situation of current internal control system
construction, operation and the system implementation and supervision comprehensively,
objectively and truly.
During the report, there isn‘t violation of laws and regulations, CSOX and supporting guidance,
―Shen Zhen Stock Exchange Listing Company Standard Operation Guide‖, ―Articles of
Associations‖ and internal control regime.
3. Self evaluation opinions of the board of supervisors to internal control
The board of supervisors thinks that according to CSOX and supporting guidance and the relevant
regulations of securities regulators to the listed company‘s internal control construction, and
combination with the current practical situation of production operation, the company has set up the
internal control system basically which covered every link of operating management and fitted the
management requirements and development needs. The current internal control system
Is standard and complete and internal control organization is complete and is designed reasonably
making sure the business operation is developed in an order and protecting the fundamental profits
of all the shareholders. ―Internal Control Self Evaluation Report‖ has reflected the practical
situation of current internal control system construction, operation and the system implementation
and supervision comprehensively, objectively and truly.
During the report, there isn‘t violation of laws and regulations, CSOX and supporting guidance,
―Shen Zhen Stock Exchange Listing Company Standard Operation Guide‖, ―Articles of
Associations‖ and internal control regime.
4. Verification report issued by the audit institution
According to the relevant requirements of ―Enterprise Internal Control Audit Guidelines‖ and
professional standards of accountant registered in China, Reanda Certified Public Accountants has
audited the effectiveness of ICFR on Dec. 31, 2011 and delivered the following advice. Reanda
Certified Public Accountants thought according to CSOX issued by the financial department,
Shandong Airlines Co., Ltd. has maintained the relevant effective internal control with financial
statement in major aspects on Dec. 31, 2011.




                                                                                                      18
Shandong Airlines Co., Ltd.                                                       Annual Report 2011



                VI. Brief introduction to the Shareholders’ General Meeting
In the report period, the Company held one Shareholders‘ General Meeting, which is the Annual
Shareholders‘ General Meeting of 2010.
(I) Notification, convening and holding of the Shareholders‘ General Meeting
On 28 April 2011, at time of 9:00, the Company held 2010 Annual Shareholders‘ General Meeting
on 31/F conference room of SDA Building. The notification of the meeting was published in ―China
Securities Journal‖, ―Securities Times‖ and ―Hong Kong Commercial Daily‖ dated Mar. 29 of 2011.
Totally 12 shareholders and shareholder‘s proxies with authorization from shareholders representing
264,087,618 shares of the Company presented at the meeting, taking 66.02 % 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; 4,087,618 shares of
domestically listed foreign shares (B stock) took 1.02 % 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.
(II) 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 2010 Board of Directors of Shandong Airline Co., Ltd;
(2)Work Report of 2010 Independent Directors of Shandong Airline Co., Ltd;
(3)Work Report of 2010 Board of Supervisors of Shandong Airline Co., Ltd;
(4) 2010Annual Report and Summary of Shandong Airline Co., Ltd;
(5) 2010 Annual Financial Statement of Shandong Airline Co., Ltd;
(6) 2010Annual Profit Distribution Plan of Shandong Airline Co., Ltd;
(7)Proposal of 2010 Annual Daily Related Transaction;
(8) Proposal of Bring in Airplanes Plan of 2011 of Shandong Airline Co., Ltd;
(9)Proposal of Issuance of Medium-Term Note of Shandong Airline Co., Ltd;
(10) Proposal of Rectification of Article of Association of Shandong Airline Co., Ltd;
(11)Proposal of Re-engagement of Certified Public Accountants and its Remuneration of Shandong
Airline Co., Ltd;
(12)Proposal of Purchasing 15 Airplanes of B737-800 during year of 2014 to year of 2015
Resolution notice of the meeting was published in ―China Securities Journal‖, ―Securities Times‖
and ―Hong Kong Commercial Daily‖ on 29 April 2011.



                              VII. Report of the Board of Directors
(I)Discussion and analysis on the operation of the Company
The year 2011 represented a key period for the Company, during which, the Company was
dedicated to consolidating its foundation and fostering its new advantage in scientific development.
During the reporting period, with extensive supports from its shareholders, the Company adopted
adequate measures to reflect both changes in internal and external environment when managing the
implementation of its eight strategies, focusing on upgrade of abilities in five aspects. Particularly,
the Company made overall planning with layout on a systematic basis, conducted coordinative
progresses, carried out each of its strategies in full, maintained stable safety production, continued
to improve operation quality, realized a new record as to its efficiency, achieved positive service


                                                                                                       19
Shandong Airlines Co., Ltd.                                                       Annual Report 2011



development, and strengthened infrastructure management steadily, representing a good opening for
its developing strategy capitalizing the opportunities brought by the 12th Five-Year Plan.

1. Executed the safety management system and kept flat safety production
In 2011, the safety flight amounted to 199,000 hours and 107,200 flights, representing increases of
15.8% and 13.2% respectively as compared to the same period of last year. The Company continued
to maintain the overall safety on a stable basis, without any safety threat arising from transportation
accident due to the carelessness of the Company. In addition, the Company also reinforced
application of SMS platform, improved data process procedure on such platform, and expressly
standardized date category and process procedure thereof. Supervision and review on date feedback
were also stressed, making the data feedback rate reaching 96.4%. The Company focused on
management over core segments and safety monitor, so as to strengthen monitor on flight quality.
The flight legs under monitor were 107,000 in aggregate, with monitor rate of 99.8%, representing
an increase of 0.51 percentage points. Besides, the Company completed the supplementary review
(CCAR-121-R4) conducted by Civil Aviation Administration of China, the 3rd IOSA review and the
safety audit on wet lease operation of Air China.

2. Reinforced system management and continued to improve operation quality
The Company conducted further special reform on flight delay, aiming to improve management of
flight punctuality. In specific, it was clearly determined on the classification for major airports and
relevant reforming standards, and on establishment of flight alarming system and coordination
working mechanism. Moreover, the Company even prepared the rehearsal scheme in case of vast
flight delay, so as to get more capable of dealing with delay issues. In 2011, the average flight
punctuality rate was 79.68%, ranking the second among all civil aviation operators. Dedicated
efforts were also made in increasing operational foundation security and improving management on
operation control. By application of new technologies, the Company successfully commenced
construction for nine operation control projects. By application of remote release system, the
Company increased 22 new remote release airports, making the coverage of such kind of airports
amounting to 82%. The Company increased guarantee on flight intelligence by upgrading the
service system for flight intelligence.

3. Optimized allocation for core assets and achieved a new record as to its efficiency
In 2011, the transportation turnover volume provided by the Company totaled to 1,444,000,000
ton-kilometer, carrying passengers of 11,186,000 people and freights of 114,300 tons in total,
representing increases of 22.6%, 19.7% and 14.5% as compared to the same period of last year. The
Company recorded operation income of RMB 9.667 billion (representing an increase of 32.56% as
compared to the same period of last year), total profit of RMB 1.031 billion (representing an
increase of 22.08% as compared to the same period of last year), net profit of RMB 0.771 billion
(representing an increase of 21.46% as compared to the same period of last year) and total assets of
RMB 9.773 billion (representing an increase of 9.52% as compared to the same period of last year),
respectively.

4. Established healthy service management system, bringing normal operation for service
development
Through improving service management system and upgrading service management capability, the
Company realized stable operation of each of its service indexes and obvious improvement in
several key service indexes. In addition, the Company stressed on construction of service standard
system, under which, it prepared the service standards in respect of 11 aspects on customer level
and conducted overall business management procedure on its management level. It issued 15
detailed provisions on inter-group procedures and 5 procedure documents such as Supervision and


                                                                                                       20
Shandong Airlines Co., Ltd.                                                                      Annual Report 2011



Review on Service Quality. The Company also emphasized on brand building and brand
connotation. Particularly, the Company made a painting aircraft under the name of ―Air Asian
Beach‖ by virtue of the cooperation platform provided by the material partner Asian Beach Games,
so as to carry out its sports marketing. Besides, the Company also participated in shooting the film
Recovery of Beichuan, successfully making the brand of Shandong Airlines being familiar by TV
audiences. The Company was awarded again as the Top 500 Most Valued Brands in China by virtue
of its brand value of RMB 8655 million, ranking 147 of such 500 brands (representing 3 positions
upward as compared to the last ranking and an increase of RMB 2617 million in brand value).

(II) Operation in the report period
1. Scope of main operations and their status
Operation scope approved of the Company: domestic and international business of passenger and
cargo civil aviation transportation; hotel and food service (only applicable for branch institutions);
air craft maintenance; civil aviation personnel training; insurance industry agent (Limited to
insurance for unexpected bodily injury and term of validity of permit for insurance and agent
business lasts to Sept. 3 of 2010); agent business among airline companies; ground service relevant
to main business; sales of aviation materials, general merchandise (food excluded), artworks,
souvenirs and other merchandise; retail of tobacco products (limit to Qingdao Red Crowned Crane
Hotel); leasing of aviation materials; business service; reference service; transport agency service;
air cargo storage and labor supporting(offering pilot‘s services for other Airlines in
China)(merchandise within state trading excluding in the business scope) 2. Constitution of main
business of the Company

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 0.2      percentage
transportation
                                                                                                 point
service                   952,367.52 722,898.47           24.09%        32.77%          32.41%
Logistics
                                                                                               Down            16.18
transportation
service                         801.19        277.32      65.39%       -40.11%          12.49% percentage point
                                                                                              Down
Hotel and        food
                                                                                              12.76percentage
service
                              2,308.14     2,185.00         5.33%       -9.18%          4.97% point
                                                                                              Down 6.01percentage
Training service
                              1,733.33        703.24      59.43%       277.47%        343.13% 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                                                                 929,203.75                         33.74%



                                                                                                                      21
Shandong Airlines Co., Ltd.                                                        Annual Report 2011



Overseas                                                      13,282.64                                 2.63%
Region                                                        14,723.79                                 5.50%
3. Operations and achievements of holding and share-join companies
(1) Qingdao Feisheng International Aviation Technology Development Training Co., Ltd.
In reporting period, controlled subsidiary Qingdao Feisheng International Aviation Technology
Development Training Co., Ltd. realized operation income of RMB 16,778,300, net profit RMB
5,267,900. Till period-end total assets amounting to RMB 70,968,400, net profit RMB 62,609,000.
(2) Qingdao International Airlines Logistics Center Co., Ltd.
In reporting period controlled subsidiary Qingdao International Airlines Logistics Center Co., Ltd.
realized operation income of RMB 8,011,900, net profit of RMB -1,284,200. Till period-end total
assets amounting to RMB 61,169,300 and net assets of RMB 42,857,600
(3) Sichuan Airlines Co., Ltd.
Sichuan Airlines Co., Ltd., which the Company joined shares in, has not finished the 2011 audit
work till now.
(4) China Travelsky Holding Company
China Travelsky Holding Company, which the Company joined shares in, has not finished the 2011
audit work till now.
(5) Jinan International Airport Co., Ltd.
Jinan International Airport Co., Ltd., which the Company joined shares in, has not finished the 2011
audit work till now.
4. Main suppliers and customers
The total amount of purchases to the top five suppliers took up 40.83% (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 up7.65% 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
last year during the report period
                                                                                             Unit: RMB
                                2011-12-31           2010-12-31         Increas
                                                                           e or
                                                                        decrea
                                                                            se
                                                                          scope
                                                                            in
                                                                        amoun        Scope of change in
          Items                          Proport              Proport
                              Amount               Amount                    t          proportion
                                           ion                  ion     compa
                                                                         red to
                                                                         that of
                                                                           last
                                                                           year
                                                                           (%)



                                                                                                         22
   Shandong Airlines Co., Ltd.                                                                    Annual Report 2011



    Transactional financial                                  9,290,846.6                  -100.    Down 0.1 percentage
            assets                       0.00      0.00%               2        0.10%       00%    points
                                                                                                   Down
      Interest receivable                                    1,409,528.1                  -100.    0.02percentage
                                        0.00       0.00%               3        0.02%       00%    points
       Account paid in           41,348,446.                 28,353,455.                  45.83    Up 0.1 percentage
          advance                         65       0.42%              80        0.32%         %    points
                                 116,270,780                 77,787,249.                  49.47    Up 0.32 percentage
            Inventory
                                         .19       1.19%              46        0.87%         %    points
       Construction in           1,644,924,9                 937,253,250                  75.50    Up 6.33 percentage
         progress                      19.38     16.83%              .34      10.50%          %    points
                                                             47,146,366.                  67.96    Up 0.28 percentage
       Intangible assets
                                 79,187,122.04     0.81%              53        0.53%         %    points
     Deferred income tax          230,402,218                126,735,195                  81.80    Up 0.94 percentage
             assets                       .41      2.36%             .78        1.42%         %    points
   Transactional financial        2,145,521.1                3,865,809.5                  -44.5    Down             0.02
   liability                                 0     0.02%               2        0.04%        0%    percentage points
                                  1,373,857,8                1,008,600,0                  36.21    Up 2.76 percentage
   Account payable
                                        75.23    14.06%            51.49      11.30%          %    points
    Accounts received in          292,846,652                202,453,668                  44.65    Up 0.73 percentage
         advance                          .42      3.00%             .78        2.27%         %    points
     Other un-current             160,261,661                73,390,628.                  118.3    Up 0.82 percentage
         liability                        .59      1.64%              74        0.82%        7%    points
                                                                                                   Down
       Deferred income                                       2,322,711.6                  -100.    0.03percentage
           liability
                                         0.00      0.00%               6        0.03%       00%    points

   (2)Reasons for changes

            Item                                                    Explanations

Transactional financial
                            Fair value of transactional financial assets held decrease over that of held by year-begin
assets
Interest receivable         Caused by the interest actually received in this year
Account       paid   in
                            Rents paid in advance increased due to the increase of airplane leasing
advance
                            Expansion of plane teams, and materials purchase for end-of-lease check and inspection on
Inventory
                            6C class
Construction         in
                            Due to the progress payment for airplane purchased
progress
Intangible assets           Land acquisition paid in Xiamen
Deferred income tax
                            Due to impairment provision for fixed assets has been accrual in this year
assets
Transactional financial     Reasons: actual delivery of Unitex contract and variation of fair value for
 liability                  contract of interest rate swap
                            Due to the soaring air fuel and cost and expense correspondingly increased for
Account payable
                            development of the Company
Accounts received in
                            Due to transport ability increased for earlier Chinese New Year coming
advance
Other      un-current
                            Due to the gains of bonus points for frequency passengers
liability
Deferred      income        Due to the fair value of transactional financial assets held by the Company was less than
liability                   that of held at year-begin


                                                                                                                         23
      Shandong Airlines Co., Ltd.                                                                 Annual Report 2011



      3. Changes on the main financial data of the Company occurred in the report period
                                                                                                            Unit: RMB
                                                                         Increase or            Reason for change
         Item                        2011                  2010            decrease
                                                                          scope (%)
                                                                                         Expansion of airplane team,
 Operating income                                                                        average price and carrier ability
                           9,666,969,745.20          7,292,615,957.10          32.56%    increased
                                                                                         Cost correspondingly increase
 Operating cost                                                                          due to higher air fuel and
                           7,263,251,881.75          5,487,590,890.83          32.36%    expansion of the Company
                                                                                         Business       tax     increased
                                                                                         correspondingly due to the
 Business tax       and
                                                                                         more income in business; city
 surcharge
                                                                                         construction tax and educational
                              319,511,430.44           205,209,128.98          55.70%    surcharge increase
 Administration                                                                          Vary expenses increased due to
 expense                      188,365,620.87           136,465,813.62          38.03%    the expansion of the Company
                                                                                         Exchange income from RMB
 Financial expense                                                                       appreciation     and      cutting
                               86,035,967.94           150,515,922.36          -42.84%   expenditures in financial
                                                                                         I Depreciation reserves that
 Loss from        assets                                                            withdrawal in this year for
 devaluation                                                                        some planes and high-value
                              195,263,653.67             1,163,320.01     16685.03% turnover pieces
 Investment
 income(loss is listed                                                                   Caused by the dividend plan of
 with‖-―)                                                                              Sichuan Airlines was confirmed
                                    8,549,475.93        -1,720,112.18          597.03%   in this year
                                                                                         Caused by airport route subsidy
 Non-revenue receipt                                                                     and      government      subsidy
                               55,609,548.52            29,012,243.89          91.68%    increase
                                                                                         Engine       maintenance    was
 Non-revenue                                                                             capitalized,          terminated
 expense                                                                                 recognition of book value of
                               18,547,260.62             8,153,807.83          127.47%   aged engines
      4. Measurement attributes adopted for the main assets
      The Company started to implement the new Accounting Standard for Enterprise since Jan. 1 st 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
           Item                              2011                       2010                in this year compared to that
                                                                                                    of last year (%)
Net cash flow arising from
operating activities                        2,245,050,664.90        1,675,078,629.81                              34.03%
Net cash flow arising from
investment activities                       -1,466,961,929.05      -1,141,365,886.06                              28.53%
Net cash flow arising from                    -686,291,999.63        -434,317,159.48                              58.02%


                                                                                                                       24
       Shandong Airlines Co., Ltd.                                                             Annual Report 2011



financing activities
Influence on cash and cash
equivalents from change of
exchange rate                                   -217,273.25              -122,729.57                            77.03%
Net increase in cash and cash
equivalents                                   91,579,462.97            99,272,854.70                            -7.75%
       (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                        2011                 2010                         Reason for change
                                                                                          year
                                                                                       compared
                                                                                       to that of
                                                                                        last year
                                                                                           (%)
                                                                                                    Operation income
       Cash received form selling
                                                                                                    of the Company
       goods and offering labors
                                             9,862,481,548.80     7,352,842,476.95       34.13%     increased
                                                                                                    Cost
                                                                                                    correspondingly
       Cash paid for purchasing                                                                     increase due to
       goods and accepting labors                                                                   higher air fuel and
                                                                                                    expansion of the
                                             5,788,881,664.53     4,295,519,127.79       34.77%     Company
                                                                                                    More            new
                                                                                                    employees and the
       Cash paid to and for staffs
                                                                                                    growth             of
                                             1,090,515,615.99       827,331,854.08       31.81%     remuneration
                                                                                                    Taxes        payable
                                                                                                    increased due to
       Various paid taxes
                                                                                                    more income and
                                               655,361,409.83       497,696,065.27       31.68%     benefits gained
                                                                                                    Bonus      received
       Cash from         earnings      of                                                           from              the
       investment                                                                                   enterprise invested
                                                11,841,382.42        2,853,033.15       315.05%     from the Company
                                                                                                    Income         from
       Net amount of cash from
                                                                                                    disposal           of
       disposal of fixed assets,
                                                                                                    relevant assets of
       intangible assets and other                                                     99000.95     Yantai           Red
       long-term assets
                                                26,638,335.14           26,880.00             %     Crowned Crane
       Cash paid from purchasing                                                                    Increase           of
       fixed assets, intangible assets                                                              progress payment
       and other long-term assets              1,495,212,313.66   1,085,247,694.21       37.78%     paid in this year
                                                                                                    Equity acquisition
       Net amount of cash paid for
                                                                                                    amount             of
       purchase of subsidiary and
                                                                                                    Feisheng        have
       other operating units
                                                 6,937,426.46       43,095,223.17       -83.90%     paid in last year
                                                                                                    Advance deposit
       Cash    paid       for        other                                                          of          airplane
       investment activities                                                                        purchase was paid
                                                 3,291,906.49       15,902,881.83       -79.30%     in last year



                                                                                                                      25
Shandong Airlines Co., Ltd.                                                                       Annual Report 2011



                                                                                                      The     Company
                                                                                                      owes     sufficient
Cash received from borrows
                                                                                                      self fund in this
                                         1,092,744,152.40       1,619,256,428.26         -32.52%      year
                                                                                                      Pledge margin of
Cash paid for other financing                                                                         borrows        was
activities                                                                                            received in this
                                           180,327,369.12           11,459,417.00       1473.62%      year

(V) Convene of Meeting of the Board
Totally four Meetings were held by the Board in 2011, consisting 2 Meetings held on-site and 2
Meetings held by communication. More details as:
            Date for                                                                                         Disclosure
Serial                          Session of the Meeting                  Proposals approved
            opening                                                                                            dated
                                                              1. ―Work Report for General Manager of
                                                              2010 of Shandong Airlines Co., Ltd.‖;
                                                              2.‖Work Report for Board of Directors of
                                                              2010 of Shandong Airlines Co., Ltd.‖;
                                                              3. ―Annual Report 2010 of Shandong
                                                              Airlines Co., Ltd‖ and its Summary;
                                                              4. ―Final Financial Report 2010 of
                                                              Shandong Airlines Co., Ltd‖
                                                              5.‖Annual Profit Distribution Plan 2010
                                                              of Shandong Airlines Co., Ltd‖

                                                              6.‖Self-Assessment on Internal Control
                                                              System of Shandong Airlines Co.,
                                                              Ltd(year of 2010)‖ ;
                                 The 5th Meeting of 4th       7.‖Out-of-Limit of Daily Related
  1        2011.3.25                                                                                          2011.3.29
                                 Session of the Board         Transaction for year of 2010‖;
                                                              8.‖Daily Related Transaction for year of
                                                              2011‖;
                                                              9.‖Plan of Airplane Introduction for year
                                                              of 2011‖;
                                                              10.‖Plans to Issuing Medium-Term
                                                              Note‖;
                                                              11.‖Amendment         of     Article   of
                                                              Association‖;
                                                              12.‖Changes of GM‖;
                                                              13.‖Changes of Deputy GM‖;
                                                              14.‖Re-engagement of CPAs and
                                                              Remunerations‖;
                                                              15.‖Convene of Shareholders‘ General
                                                              Meeting of 2010‖
                                                              1. ―First Quarterly Report 2011 of
                              the 1st Extraordinary Meeting
                                                              Shandong Airlines Co., Ltd.‖;
  2        2011.4.28            of 4th Session of the Board                                                   2011.4.29
                                                              2.‖Engagement of Security Chief‖;
                                          for 2011
                                                              3. ―Engagement of Deputy GM‖
                                the 2nd Extraordinary
                                                              ‖Semi-annual Report 2011 of Shandong
  3        2011.8.18          Meeting of 4th Session of the                                                   2011.8.19
                                                              Airlines Co., Ltd.‖ and its Summary
                                    Board for 2011
                                 the 3rd Extraordinary
                                                               ―Third Quarterly Report 2011 of
  4        2011.10.24         Meeting of 4th Session of the                                                  2011.10.26
                                                              Shandong Airlines Co., Ltd.‖;
                                    Board for 2011
(VI)Duty performance of the audit committee of the Board
The audit committee of the Board earnestly performed its obligation under rules and regulations


                                                                                                                       26
Shandong Airlines Co., Ltd.                                                                    Annual Report 2011



issued by CSRC, the Shenzhen Stock Exchange, and the Articles of Association and Working
Procedures for Annual Report for the Audit Committee of the Company. When conducting audit on
the financial statements for this year, they carried out thorough supervision and maintained
independence of audit with full performance of their obligations:

1. Conducted careful review on the financial statements prepared by the Company before the
official audit conducted by the certified public accountants;

2. Negotiated with Reanda CPA firm, which was appointed by the Company for its annual audit, on
the time schedule for auditing the annual financial reports of the Company 2011, and made
complete negotiation with the certified public accountants, urging them to carry out annual audit as
scheduled;

3. Re-review the Company‘s financial statements after the issuance of initial audit opinions from the
aforementioned CPA firm, and checked the relevant accounting books and vouchers of the
Company;

4. Gave objective valuation in respect of the annual audit provided by the CPA firm upon the
issuance of the audit report for 2011;

5. Recommend on reappointment of CPA firm based on the valuation for the existing CPA firm.
(VII) Duty implementation of the Remuneration and Evaluation Committee of the Board of
Directors
Policy and plan of remuneration for directors and senior executives of the Company have been
audited by remuneration and evaluation committee of the Board. Evaluating annual performance on
directors and senior executives in line with relevant assessment criteria; In accordance with
appraisal results, concerning the remuneration of senior executives disclosed, opinions are: issuing
standards of remuneration for senior executives are regularized, the remuneration of relevant
personnel disclosed in the 2011 Annual Report of the Company was real and accurate.
(VIII) 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 2010
The Shareholders‘ General Meeting 2010 was held on April 28, 2011 for approved the Pay-out Plan
for Bonus and Dividend of 2010: Based on total share capital of the Company 400,000,000 shares,
distributed RMB 3.00 (tax included) in cash for each 10 shares to all shareholders of the Company.
Total dividend amounting to RMB 120 million and completed on June 27, 2011.

Particulars about the cash bonus of the Company in previous three years
                                                                                                Unit: RMB
                                  Net profit attributable to    Ratio of net profit attributable
       Amount of cash
                              shareholders of listed company in   to shareholders of listed      Profit available for
            bonus
                               consolidated statement of bonus    company in consolidated distribution in the year
        (tax included)
                                             year                         statement

2010 120,000,000.00                           634,364,547.92                          18.92%        795,050,939.95




                                                                                                                    27
Shandong Airlines Co., Ltd.                                                           Annual Report 2011




2009     80,000,000.00                 302,282,325.68                        26.47%        304,732,767.23

2008                     0              80,981,442.68                         0.00%          33,964,695.93

(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..

(IX) Opinion on Audit Report from the Board
Reanda CPAs auditing the annual financial statement 2011 of the Company and issued an Auditing
Report with qualified opinions.
(X) Plan of Profit Distribution for year of 2011
Audited by Reanda Certified Public Accountants accordance with Accounting Standards for
Business Enterprise, the Company realized net profit of RMB 0.76 billion in 2011. Till end of the
December 31, 2011, profit of RMB 1.43 billion was available for distribution for parent company.
The Board plans to submit the 2011 profit distribution plan to the shareholders‘ general meeting, as
follows:
1. Withdrawal of current surplus reserve amounts to RMB 0.076 billion.
2. Plans to distribute cash bonus amounting to RMB 0.16billion, taking the total shares 400,000,000
of the Company ended as Dec. 31, 2011 as the base, the cash bonus for each 10 share is RMB 4.00
(Tax included).
The profit distribution preplan would be handed into the 2011 Shareholders‘ General Meeting of the
Company for deliberation and discussion.
(XI)Risk exposures and challenges in future operation
1. The excellent aviation right resources are in increasing shortage. It is predicted that the global
economy will witness slow recovery and the downside risks are increasing. The macro economic
control adopted by our country focuses on stable growth. Slow down of economic growth will
definitely bring negative affects on market demand, particularly bringing down seat kilometer
utilization and average ticket price. As to civil aviation, performance of domestic flights continues
to be better than that of international flights. It is very likely for the Company to allocate part of its
international capacity for domestic needs. In addition, due to the great increase of transport power
among the entire industry, the tension in respect of air space resources, major flight track and large
airport resources will continue, which makes more difficult to capitalize excellent aviation right
resources. Besides, normal operation and perfect network for the high railway system will challenge
the construction of high value flight network.

2. Supply of core human resources is insufficient. During the 12th Five-year Plan, the civil aviation
industry of China maintains an average growth of 14.5%. Taking account of the training period, it is
not possible to substantially improve the supply of professional matured personnel concerning flight,
airplane-shipping affair and navigation affair in a short time. It is necessary for the Company to
address how to facilitate the fast growth for professional personnel and how to maximize the
utilization of limited resources through upgrade in organization structure and management system.

(XII)The working plan of the Board for 2012
1. Continue to improve corporate governance structure and strengthen internal control
The Principle Rules on Corporate Internal Control jointly issued by the five ministries, together
with the Guidelines thereof, has been implemented by the main board listing companies since 2012.
in order to enhance the internal control management, the Company has already commenced


                                                                                                           28
Shandong Airlines Co., Ltd.                                                    Annual Report 2011



construction of internal control system for listed companies according to relevant regulatory
requirements based on its actual situation. By such construction, the Company will further
determine relevant procedures and obligations to strengthen its internal control and accordingly
further improve its corporate governance structure based on risk prevention management. Therefore,
the decision-making, management and operation of the Company can be conducted on a more
standardized and systematic basis.

2. Make thorough use of independent directors and each of the special committees
The Board of the Company continues to support, and create conditions for, the function of
independent directors and each of the special committees which are more involved in operating and
improving internal control system and material decision-making issues, helping them know more
about the actual operation of the Company. through issuing independent and objective judgment
opinions, independent directors and the special committees are likely to conduct thorough
supervision and direction.

3. Continue to assist operational management to manage operation
2012 is the year when the Company will accelerate development during the 12th Five-year Plan.
While the overall market remains uncertain, the Board shall continue to give extensive supports for
the operational management to capitalize any development opportunity and effectively solve major
problems during the implementation of the Company‘s strategies. In case of any negative condition,
the operational management will manage to turn it to be positive, making every challenge become
opportunity for the Company. Thus, the Company realizes sustainable, balanced and steady
development since development power is strengthened, direction is clear and development rhyme is
determined.

(1)Perform safety obligations, implement supervision by region and expand sustainable safety;
(2)Improve operation management, upgrade operation standards and increase production efficiency;
(3)Optimize resources management, strictly control costs and consolidate the unique profit making
pattern of Shandong Airline;
(4)Strengthen services, upgrade brand value and realize Four-Star services in general.

(XIII)Capital requirements for the Company‘s operation plan, and the application plan and
financing resources thereof
In 2012, the capital requirements required for normal operation of the Company is substantially
satisfied by funds from the existing financial structure and loans arrangements with banks.

 (XIV) Establishment and implementation of management system for insider information insider
To further standardize the management of insider information, strengthen the confidentiality of
insider information, completely eradicate the relevant personnel to use insider information for
insider trading, enhance the management to external submission of insider information, maintain the
principle of openness, fairness and justice to information disclosure, protect legitimate rights and
interests of investors, according to the requirement of the rules of listed company to establish the
registration management system for insider information insider issued by China Securities
Regulatory Commission in Oct., 2011 and the supervision circular letter about further completing
the registration management for insider information insider issued by Shandong Securities
Regulatory Bureau in Nov., 2011, and combining with the actual situation of the Company, the
board of directors of the Company further completed and revised the management system of filing
insider information insider and submitting external information.
The system specifies the range of insider information, relevant personnel‘s duty of confidentiality
and liability for breach of contract, and makes mandatory restraints to behaviour causing insider


                                                                                                    29
Shandong Airlines Co., Ltd.                                                     Annual Report 2011



information disclosure. At the same time, the Company organizes relevant staff to participate in
special training and case study of preventing and controlling insider transactions, and strengthens
the recognition and understanding of relevant people about the serious legal consequence caused by
insider transaction. During the report period, the company has registered the names and personal
information of the personnel knowing insider information of the Company in time, there was no
insider information insider utilizing insider information to deal shares of the Company before
disclosing the significant and sensitive information which can affect the Company‘s share price,
also there was no insider information insider got supervision and control or administrative penalty
from the supervision department because of being suspected of being involved in insider
transactions.

(XV) No illegal transactions of stock existing in directors, supervisors and senior management of
the Company
                              VIII. Report of the Supervisory Committee
(I) Particulars about the work of Supervisory Committee
In 2011, The Supervisory Committee had hold four meetings of the Supervisory Committee and
attended all Shareholders‘ General Meetings and meetings of the Board in 2011.
1. The 3rd meeting of the 4th session of Supervisory Committee was held by the Company on March
25, 2011. The meeting examined and approved the following proposals:
(1) The 2010 Working Report of Supervisory Committee of Shandong Airlines Co., Ltd.;
(2) The 2010 Annual Report and Summary of Shandong Airlines Co., Ltd;
(3) Self-Evaluation Report on Internal Control of the Company (2010)
2. The meeting of Supervisory Committee was held by the Company on April 28, 2011, and
deliberated and approved the 1st Quarterly Report 2011 of Shandong Airlines Co., Ltd.
3. The meeting of Supervisory Committee was held by the Company on August 18, 2011, and
deliberated and approved the Semi-Annual Report 2011 of Shandong Airlines Co., Ltd and its
Summary.
4. The meeting of Supervisory Committee was held by the Company on October 24, 2011, and
approved the 3rd Quarterly Report 2011 of Shandong Airlines Co., Ltd.
(II) Independent opinions of the board of supervisors on relevant matters of 2011
1. Evaluation of duties performance of the board of directors and managers in 2011
The board of supervisor of the Company supervised the board of directors and senior management
of the Company and thought that the board of directors of the Company has operated by strictly
following the requirements of the law of cooperation, the articles of incorporation, and other
relevant laws and regulations and systems, the major operating decision of the Company is
reasonable and its procedures are legal and effective; the directors and senior management of the
Company could earnestly implement relevant laws and regulations, the articles of incorporation,
general meeting of stockholders and resolution of the board of directors, devote to their duties,
cautiously and conscientiously forge ahead, and there was no violation of laws, regulations, articles
of incorporation about directors and senior management of the Company in performing their duties,
or impairment of benefits to the Company and shareholders has been found.
2. Check the financial status of the Company
The board of supervisors of the Company has checked the financial status of the Company and
thought that the financial statement of the Company truly has reported the financial situation and
business performance of the Company, the true and reasonable audit report has helped the
shareholders to correctly comprehend the financial situation and business performance of the
Company.
3. Check the related party transaction of the Company
The related party transactions of the Company in 2011 strictly followed the agreement of related
party transactions with fair and just prices, fair and reasonable exchanges, performed the legal


                                                                                                     30
Shandong Airlines Co., Ltd.                                                       Annual Report 2011



approval procedure, and no impairment of benefits to the Company and shareholders has been
found.
4. Check the external guarantee and fund occupation of the Company
In 2011, the Company has no external guarantee, no non-operating fund occupation of major
shareholders or other impairment of benefits to shareholders of the Company has been found.
5. Examinations opinions on 2011 annual report of the Company
The board of supervisors of the Company examined the 2011 annual report of the Company and
thought that the formation and consideration procedures of 2011 annual report comply with relevant
rules of the laws and regulations and the articles of incorporation, and the contents and format
comply with the rules of China Securities Regulatory Commission and Shenzhen Stock Exchange,
truly, legally and completely reflected operating management and financial situation of the
Company, there was no false record, misleading statement or major omissions, or personnel
participating in formulation and consideration of the annual report disclosed insider information.
6. Evaluation opinions on the establishment and implementation of management system of the
Company for insider information insider
During the report period, the board of supervisors of the Company seriously examined and verified
the establishment and implementation of the Company‘s management system of filing insider
information insider and submitting external information and thought that the Company has
established and further completed the management system of filing insider information insider and
submitting external information according to the requirements of the supervision department,
strictly controlled the range of insider information insider in accordance with this system, registered
the names and personal information of the personnel knowing insider information of the Company
in time, strengthened the management for submitting external information, maintained the
Company‘s principle of openness and fairness and justice for information disclosure, protected the
legitimate rights and interests of investors, and no insider transaction behavior has been found.

                                     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) In report period, no fund occupied for non-operation purpose by controlling shareholders and
its related parties.
(IV)The Company holds 13,045,500 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.
(V)Purchase and sale of assets and merger of the Company in the report period
On 29 September 2010, the ―proposal of purchasing 30% equity of Qingdao Feisheng International
Logistics Center Co., Ltd.‖ was deliberated and approved in 6th Meeting of 4th Session of the Board
2010. Proposal agrees that purchased 30% equity of Qingdao Feisheng International Logistics
Center Co., Ltd.(―Qingdao Logistics‖) held by Fuji International Investment Co., Ltd. with price of
RMB 24.51 million, and authorized management of the Company for handling equity ownership
transfer and materials submission.(more details found in Notice: 2010-27)
On 21 October 2011, equity changes of Industrial & Commercial registration procedures concerning
Qingdao Logistics have been completed in Industrial & Commercial Bureau of Chengyang Distric,
Qingdao City. After this transaction, Qingdao Logistics became a wholly-owned subsidiary of the
Company for 100% equity held by the Company.
  (VI)There is no implementation of stock option incentive plan of the Company in the report


                                                                                                       31
Shandong Airlines Co., Ltd.                                                                     Annual Report 2011



period.
(VII) 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. The related transactions about the routine operations in the report period
                                                                                              Unit: RMB‘0000


                                                                                                      Proportion in
Classification of the                                                                    Amount
                                   Related parties                 Content                            same business
related transactions
                                                                                         occurred
                                                                                                            (%)
                                                           Labor charges
                              Air China Limited                                              1257               88.26%
Labor providing        to
 related parties
                              Subtotal                                                       1257
                                                           Rents of Office and
                              Shandong Aviation Group      board    &   lodging              1883               38.77%
                                                           expenses
                              Taikoo        (Shandong)
                                                           Maintenance      fee   for
                              Aircraft Engineering Co.,                                      9524               17.94%
                                                           airplane
                              Ltd
                              Shandong Xiangyu Aero
                              Technical Services Co.,      Maintenance fee                   3365                 6.34%
                              Ltd.
                                                           Ground              service
                                 Air China Limited                                           1137                 1.37%
                                                           expenditure
Labor receiving from
related parties               Air China Limited            Maintenance fee                      53                0.10%
                                                           Ground              service
                              Air China Limited                                               250                 0.30%
                                                           expenditure
                              Shenzhen Airlines            Pilot‘s training fee               133                7.77%
                              Beijing           Aircraft
                                                           Maintenance      fee   for
                              maintenance Engine Co.,                                        1402                 2.64%
                                                           airplane
                              ltd.
                              Sichuan      International
                              Aero-Engine Maintenance      Maintenance fee                   4912                 9.25%
                              Co., ltd.
                              Subtotal                                                      22659
                              Shandong Xiangyu Aero
                              Technical Services Co.,      Air materials sales                460                    100%
                              Ltd.
Other            related      Shandong       Xiangyu
                                                      Maintenance of air
transactions                  Aero          Technical                                          237                   100%
                                                      materials
                              Services Co., Ltd.
                                                      Rent    charge  of
                              Air China Limited                                              1042               31.42%
                                                      engine


                                                                                                                       32
Shandong Airlines Co., Ltd.                                                            Annual Report 2011



                                                          Rent    charge       of
                              Air China Limited                                       329                   100%
                                                          simulator
                              Air China Limited           Routes associated          1117                   100%
                              Air China Limited           Wet-lease business        65933                   100%
                              Air China Cargo Co., Ltd.   Cargo associated            301                   100%
                              Subtotal                                              69419

                              Total                                                 93335


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.
(VIII 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 4033 million.
The Company had no other significant contracts which were not disclosed.
(IX) The Company had not entrusted anyone to manage its cash assets in the report period
(X) Significant commitment in the report period
Concerning the competing bid for 100% equity of Qingdao Feisheng, first largest shareholder of the
Company—Shandong 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,
Shandong Aviation Group promise cash compensation due to the above losses.
Influenced by earthquake in Japan, Japan clients, the one occupied majority proportion in
international business in Qingdao Feisheng, gains a sharply down in training volume. Training
volume of international clients gains a y-o-y down of 886 hours with a 72% down y-o-y. Compared
with the profitability of Qingdao Feisheng, during second year of committeemen, Qingdao Feisheng
gains no profit targets with difference of RMB 2.86 million between actual realized net profits and
promised net profit; Shandong Aviation Group agrees to compensate the differences to the
Company in cash.
(XI)) Engagement of Certified Public Accountants
In the report period, the Company continued to engage Reanda Certified Public Accountants as
Auditing Organization of the Company. 2010 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 2011 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 8th year.
(XII) 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.
(XIII) In the report period, the received research and interview of the Company


                                                                                                              33
    Shandong Airlines Co., Ltd.                                                           Annual Report 2011



    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
                                                                                     Operation   situation of the
                                                          News media, shareholders
                                                                                     Company,     Annual Report
2011-4-28                Jinan       Face-to-face talks   with legal person shares
                                                                                     2010 of       the Company
                                                          and individual investor
                                                                                     provided
                                                                                     Operation   situation of the
January-December                     Telephone
                         Jinan                            Individual investor        Company,     no information
of 2011                              communication
                                                                                     provided

    (XIIII) 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.




                                                                                                                34
Shandong Airlines Co., Ltd.                                                        Annual Report 2011



                                       X. Auditors’ Report
To the Shareholders of Shandong Airlines Co., Ltd.:
We have audited the accompanying financial statements of Shandong Airlines Co., Ltd. (―the
Company‖), including balance sheet as of 31st December 2011 and the related consolidated balance
sheet, profit statement of 2011 and related consolidated profit statement, cash flow statement and
related consolidated cash flow statement, statement on changes of shareholders‘ equity and related
consolidated statement on changes of shareholders‘ equity and other explanatory notes.

I. Management's responsibility for the financial statements
The Company's management is responsible for the preparation and fair presentation of the financial
statements in accordance with the Accounting Standards for Business Enterprises. This
responsibility includes: (1) designing, performing and maintaining internal control related to the
preparation and fair presentation of the financial statements that are free from material
misstatements, whether due to frauds or errors; (2) selecting and applying appropriate accounting
policies; and (3) making accounting estimates that are reasonable in the circumstances.

II. Auditor's responsibility
Our responsibility is to express an audit opinion on these financial statements based on our audit.
We performed our audit in accordance with the Standards on Accounting for Certified Public
Accountants. Those standards require that we comply with ethical requirements, and to plan and
perform our audit so as to obtain reasonable assurance whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to frauds or errors. In making those risk assessments, the auditor consider internal control
related to the entity‘s preparation and fair presentation of the financial statements in order to design
audit procedures that are appropriated 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 adopted and the reasonableness of the 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.

III. Auditing opinion
In our opinion, the financial statements give a true and fair view of the financial position of the
Company as of 31 December 2011, and of its financial performance and its cash flows for the year
then ended in accordance with the Accounting Standards for Business Enterprises.



   Reanda CPA Co., Ltd.                                           Chinese CPA: Yan Yunhui
   Beijing China                                                               Tao Liang
                                                                           21 March 2012




                                                                                                        35
Shandong Airlines Co., Ltd.                                                           Annual Report 2011



                                         Balance Sheet
Prepared by: Shandong Airlines Co., Ltd.          2011-12-31                         Unit: RMB
                                         Amount at period-end                  Amount at year-begin
             Items
                                       Merger        Parent Company          Merger        Parent Company
Current assets:
      Monetary funds                 248,185,747.48     243,921,301.34     333,572,647.76      328,897,146.25
      Settlement provisions
      Capital lent
      Transaction        finance
                                                                              9,290,846.62        9,290,846.62
asset
      Notes receivable
      Accounts receivable            185,700,185.84     179,188,885.98     192,444,914.49      185,873,337.88
      Accounts       paid      in
                                      41,348,446.65      40,940,314.17      28,353,455.80        28,201,391.84
advance
      Insurance receivable
      Reinsurance receivables
      Contract reserve of
reinsurance receivable
      Interest receivable                                                     1,409,528.13        1,409,528.13
      Dividend receivable
      Other receivables              189,156,268.92     203,763,094.81     224,905,440.68      225,345,428.46
      Purchase         restituted
finance asset
      Inventories                    116,270,780.19     116,270,780.19      77,787,249.46        77,787,249.46
      Non-current asset due
within one year
      Other current assets
Total current assets                 780,661,429.08     784,084,376.49     867,764,082.94      856,804,928.64
Non-current assets:
      Granted      loans      and
advances
      Finance asset available
for sales
      Held-to-maturity
investment
      Long-term          account
receivable
      Long-term           equity
                                      88,352,100.00     194,352,785.43      88,352,100.00      169,842,785.43
investment
      Investment property
      Fixed assets                  6,683,456,551.61   6,623,652,373.64   6,616,497,360.85   6,551,672,655.53
      Construction in progress      1,644,924,919.38   1,621,968,762.03     937,253,250.34     925,773,327.54
      Engineering material
      Disposal of fixed asset
      Productive      biological
asset
      Oil and gas asset
      Intangible assets               79,187,122.04      64,374,922.89      47,146,366.53        32,299,511.53
      Expense on Research
and Development
      Goodwill                        10,220,816.22                         10,220,816.22
      Long-term expenses to
                                     255,780,389.23     255,600,868.72     229,830,196.19      229,493,082.25
be apportioned
      Deferred income tax
                                     230,402,218.41     230,083,720.58     126,735,195.78      126,425,389.96
asset



                                                                                                           36
Shandong Airlines Co., Ltd.                                                           Annual Report 2011



      Other non-current asset
Total non-current asset             8,992,324,116.89   8,990,033,433.29   8,056,035,285.91   8,035,506,752.24
Total assets                        9,772,985,545.97   9,774,117,809.78   8,923,799,368.85   8,892,311,680.88
Current liabilities:
      Short-term loans               767,636,239.20     767,636,239.20    1,001,269,036.73   1,001,269,036.73
      Loan from central bank
      Absorbing deposit and
interbank deposit
      Capital borrowed
      Transaction       financial
                                        2,145,521.10       2,145,521.10       3,865,809.52        3,865,809.52
liabilities
      Notes payable                   129,547,193.34     129,547,193.34     135,042,835.33     135,042,835.33
      Accounts payable              1,373,857,875.23   1,372,067,599.53   1,008,600,051.49   1,009,216,769.85
      Accounts received in
                                     292,846,652.42     291,086,272.00     202,453,668.78      200,972,965.98
advance
      Selling financial asset of
repurchase
      Commission charge and
commission payable
      Wage payable                   263,739,110.65     263,558,230.63     236,150,660.44      236,130,188.66
      Taxes payable                  168,132,279.57     166,980,287.94     170,115,170.97      169,899,177.32
      Interest payable                 8,048,176.38       8,048,176.38       9,656,528.23        9,569,756.23
      Dividend payable                    11,940.00          11,940.00          11,940.00           11,940.00
      Other accounts payable         161,746,628.41     168,068,512.20     140,733,981.14      141,469,803.57
      Reinsurance payables
      Insurance          contract
reserve
      Security trading of
agency
      Security sales of agency
      Non-current liabilities
                                     384,557,360.39     384,557,360.39     476,767,879.05      464,467,879.05
due within 1 year
Other current liabilities
Total current liabilities           3,552,268,976.69   3,553,707,332.71   3,384,667,561.68   3,371,916,162.24
Non-current liabilities:
      Long-term loans               3,007,009,638.54   3,007,009,638.54   3,180,283,177.55   3,180,283,177.55
      Bonds payable
      Long-term          account
                                    1,004,200,349.34   1,004,200,349.34    863,013,847.54      863,013,847.54
payable
      Special           accounts
payable
      Projected liabilities
   Deferred       income      tax
                                                                              2,322,711.66        2,322,711.66
liabilities
Other non-current liabilities         160,261,661.59     160,261,661.59      73,390,628.74      73,390,628.74
Total non-current liabilities       4,171,471,649.47   4,171,471,649.47   4,119,010,365.49   4,119,010,365.49
Total liabilities                   7,723,740,626.16   7,725,178,982.18   7,503,677,927.17   7,490,926,527.73
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          75,410,363.70      86,911,168.71      84,050,162.84        84,050,162.84
      Less: Inventory shares
      Reasonable reserve
      Surplus public reserve         199,414,021.75     198,753,317.22     122,944,754.89      122,284,050.36



                                                                                                           37
Shandong Airlines Co., Ltd.                                                           Annual Report 2011



      Provision of general risk
      Retained profit              1,374,420,534.36   1,363,274,341.67     799,664,252.17       795,050,939.95
Balance difference of foreign
currency translation
Total      owner‘s     equity
attributable       to   parent     2,049,244,919.81   2,048,938,827.60    1,406,659,169.90     1,401,385,153.15
company
Minority interests                                                           13,462,271.78
Total owner‘s equity              2,049,244,919.81   2,048,938,827.60    1,420,121,441.68     1,401,385,153.15
Total liabilities and owner‘s
                                   9,772,985,545.97   9,774,117,809.78    8,923,799,368.85     8,892,311,680.88
equity

                                               Profit Statement
Prepared by: Shandong Airlines Co., Ltd.             January-December, 2011                  Unit: RMB
                                         Amount in this period                  Amount in last period
             Items                                         Parent                                 Parent
                                      Merger                                 Merger
                                                         Company                                Company
I. Total operating income          9,666,969,745.20    9,646,749,445.02   7,292,615,957.10    7,284,474,069.23
Including: Operating income        9,666,969,745.20    9,646,749,445.02   7,292,615,957.10    7,284,474,069.23
       Interest income
       Insurance gained
       Commission charge and
commission income
II. Total operating cost           8,673,994,733.22   8,662,218,936.93    6,461,293,024.92     6,454,275,861.75
Including: Operating cost          7,263,251,881.75   7,258,022,848.04    5,487,590,890.83     5,484,462,677.17
       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     319,511,430.44      318,499,180.24     205,209,128.98       204,810,196.58
       Sales expenses               621,566,178.55      621,566,178.55     480,347,949.12       480,347,949.12
       Administration
                                    188,365,620.87      182,797,444.37     136,465,813.62       133,056,074.42
expenses
       Financial expenses            86,035,967.94       85,320,836.52     150,515,922.36       150,659,261.66
     Losses of devaluation of
                                    195,263,653.67      196,012,449.21        1,163,320.01          939,702.80
asset
Add: Changing income of
fair value(Loss is listed with        -7,570,558.20       -7,570,558.20      -5,916,809.38        -5,916,809.38
―-‖)
Investment income (Loss is
                                       8,549,475.93       8,549,475.93       -1,720,112.18        -1,720,112.18
listed with ―-‖)
  Including: Investment
income on affiliated
company and joint venture
Exchange income (Loss is
listed with ―-‖)
III. Operating profit (Loss
                                    993,953,929.71      985,509,425.82     823,686,010.62       822,561,285.92
is listed with ―-‖)



                                                                                                           38
Shandong Airlines Co., Ltd.                                                          Annual Report 2011



      Add:         Non-operating
                                     55,609,548.52      55,609,548.52      29,012,243.89        29,012,243.84
income
      Less:        Non-operating
                                     18,547,260.62      18,076,510.82        8,153,807.83        8,068,071.01
expense
Including: Disposal loss of
                                     17,320,987.51      17,320,987.51        7,708,562.86        7,622,991.01
non-current asset
IV. Total Profit (Loss is
                                   1,031,016,217.61   1,023,042,463.52    844,544,446.68       843,505,458.75
listed with ―-‖)
Less: Income tax expense            260,243,745.35     258,349,794.94     209,969,159.25       209,818,600.17
V. Net profit (Net loss is
                                    770,772,472.26     764,692,668.58     634,575,287.43       633,686,858.58
listed with ―-‖)
Net profit attributable to
                                    771,225,549.05     764,692,668.58     634,364,547.92       633,686,858.58
owner‘s of parent company
    Minority shareholders‘
                                       -453,076.79               0.00         210,739.51                  0.00
gains and losses
VI. Earnings per share
i. Basic earnings per share                   1.93                                  1.59
ii. Diluted earnings per share                1.93                                  1.59
VII. Other consolidated
income
VIII. Total consolidated
                                    770,772,472.26     764,692,668.58     634,575,287.43       633,686,858.58
income
Total consolidated income
attributable to owners of           771,225,549.05     764,692,668.58     634,364,547.92       633,686,858.58
parent company
Total consolidated income
attributable to minority               -453,076.79               0.00         210,739.51                  0.00
shareholders
                                     Cash Flow Statement
Prepared by: Shandong Airlines Co., Ltd.    January- December, 2011                         Unit: RMB
                                        Amount in this period                 Amount in last period
               Items
                                      Merger        Parent Company          Merger        Parent Company
I. Cash flows arising from
operating activities:
Cash received from selling
commodities and providing          9,862,481,548.80   9,841,918,121.78   7,352,842,476.95    7,338,125,353.04
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
    Net increase of insured
savings and investment
      Net increase of disposal
of transaction financial asset
Cash received from interest,
commission charge and
commission


                                                                                                          39
Shandong Airlines Co., Ltd.                                                         Annual Report 2011



Net increase of capital
borrowed
      Net increase of returned
business capital
      Write-back      of    tax
received
      Other cash received
concerning            operating    100,218,711.14     105,768,674.93      97,024,882.28      100,423,221.27
activities
       Subtotal of cash inflow
arising     from      operating   9,962,700,259.94   9,947,686,796.71   7,449,867,359.23   7,438,548,574.31
activities
      Cash       paid       for
purchasing commodities and        5,788,881,664.53   5,792,830,488.54   4,295,519,127.79   4,291,454,969.98
receiving labor service
      Net      increase      of
customer loans and advances
      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
guarantee slip
      Cash paid to/for staff
                                  1,090,515,615.99   1,086,926,998.30    827,331,854.08      824,315,034.77
and workers
Taxes paid                         655,361,409.83     650,829,922.59     497,696,065.27      496,457,992.65
      Other      cash      paid
concerning            operating    182,890,904.69     196,797,149.55     154,241,682.28      154,456,869.48
activities
      Subtotal of cash outflow
arising     from      operating   7,717,649,595.04   7,727,384,558.98   5,774,788,729.42   5,766,684,866.88
activities
Net cash flows arising from
                                  2,245,050,664.90   2,220,302,237.73   1,675,078,629.81   1,671,863,707.43
operating activities
II. Cash flows arising from
investing activities:
   Cash received from
recovering investment
Cash received from
                                    11,841,382.42      11,841,382.42        2,853,033.15        2,853,033.15
investment income
Net cash received from
disposal of fixed, intangible       26,638,335.14      26,638,335.14          26,880.00            26,880.00
and other long-term assets
      Net cash received from
disposal of subsidiaries and
other units
      Other cash received
concerning            investing
activities
Subtotal of cash inflow from
                                    38,479,717.56      38,479,717.56        2,879,913.15        2,879,913.15
investing activities
      Cash       paid       for   1,495,212,313.66   1,483,183,573.11   1,085,247,694.21   1,073,446,055.08



                                                                                                         40
Shandong Airlines Co., Ltd.                                                            Annual Report 2011



purchasing fixed, intangible
and other long-term assets
      Cash       paid       for
                                                         24,510,000.00
investment
  Net increase of mortgaged
loans
      Net cash received from
                                      6,937,426.46        6,937,426.46       43,095,223.17        50,740,053.00
subsidiaries and other units
      Other      cash      paid
concerning            investing       3,291,906.49        3,291,906.49       15,902,881.83        15,902,881.83
activities
Subtotal of cash outflow
                                  1,505,441,646.61    1,517,922,906.06    1,144,245,799.21    1,140,088,989.91
from investing activities
Net cash flows arising from
                                  -1,466,961,929.05   -1,479,443,188.50   -1,141,365,886.06   -1,137,209,076.76
investing activities
III. Cash flows arising from
financing activities
      Cash received from
absorbing investment
      Including:          Cash
received from absorbing
minority         shareholders‘
investment by subsidiaries
    Cash received from loans      1,092,744,152.40    1,092,744,152.40    1,619,256,428.26    1,619,256,428.26
      Cash received from
  issuing bonds
      Other cash received
concerning            financing     180,327,369.12      180,327,369.12       11,459,417.00        11,459,417.00
activities
Subtotal of cash inflow from
                                  1,273,071,521.52    1,273,071,521.52    1,630,715,845.26    1,630,715,845.26
financing activities
Cash paid for settling debts      1,482,346,801.17    1,470,046,801.17    1,543,956,930.32    1,535,656,930.32
      Cash paid for dividend
and profit distributing or          269,449,515.31      268,618,773.32      228,396,529.91      228,062,165.48
interest paying
      Including: Dividend and
profit       of        minority
shareholder        paid      by
subsidiaries
      Other      cash      paid
concerning            financing     207,567,204.67      183,057,204.67      292,679,544.51      292,679,544.51
activities
      Subtotal of cash outflow
                                  1,959,363,521.15    1,921,722,779.16    2,065,033,004.74    2,056,398,640.31
from financing activities
     Net cash flows arising
                                   -686,291,999.63     -648,651,257.64     -434,317,159.48     -425,682,795.05
from financing activities
IV. Influence on cash and
cash equivalents due to                -217,273.25         -217,273.25         -122,729.57          -122,729.57
fluctuation in exchange rate
V. Net increase of cash and
                                     91,579,462.97       91,990,518.34       99,272,854.70      108,849,106.05
cash equivalents
      Add: Balance of cash
and cash equivalents at the         148,606,284.51      143,930,783.00       49,333,429.81        35,081,676.95
period -begin
VI. Balance of cash and cash
                                    240,185,747.48      235,921,301.34      148,606,284.51      143,930,783.00
equivalents at the period -end



                                                                                                            41
Shandong Airlines Co., Ltd.                                                                              Annual Report 2011


                                                                Statement of Change in Owners’ Equity (Consolidated)
Prepared by: Shandong Airlines Co., Ltd.                                                 Year of 2011                                                             Unit: RMB
                                                               Amount of the Current Term                                                             Amount of Last Year
                                             Owners‘ equity attributable to parent company                                     Owners‘ equity attributable to parent company
                                  Paid-up                                                          Minor            Paid-up                                                          Minor
                                                     Less:                Provisi                            Total                     Less:                Provisi                            Total
                                  capital( Capital         Reason Surplus                         shareho           capital( Capital         Reason Surplus                         shareho
             Items                                 invento                 on of Retaine                  owners                     invento                 on of Retaine                  owners
                                     or    reserve           able reserve                  Others lders‘              or    reserve           able reserve                  Others lders‘
                                                      ry                  general d profit                ‘ equity                     ry                  general d profit                ‘ equity
                                   share      s            reserve   s                             equity            share      s            reserve   s                             equity
                                                    shares                  risk                                                      shares                  risk
                                  capital)                                                                          capital)
                                  400,00                             122,94           799,66                 1,420,1 400,00                                              308,66                865,54
I. Balance at the end of last               84,050,                                                13,462,                     84,050,                 59,576,                       13,251,
                                  0,000.0                           4,754.8          4,252.1                 21,441. 0,000.0                                            8,390.1                6,154.2
year                                        162.84                                                  271.78                     162.84                   069.03                        532.27
                                        0                                 9                   7                  68       0                                                      1                     5
Plus: Change of accounting
policy
Correcting of previous errors
Others
                                  400,00                             122,94           799,66                 1,420,1 400,00                                              308,66                865,54
II. Balance at the beginning                84,050,                                                13,462,                     84,050,                 59,576,                       13,251,
                                  0,000.0                           4,754.8          4,252.1                 21,441. 0,000.0                                            8,390.1                6,154.2
of current year                             162.84                                                  271.78                     162.84                   069.03                        532.27
                                        0                                 9                   7                  68       0                                                      1                     5
                                                                                      574,75                 629,12                                                      490,99                554,57
III. Changed in current                     -8,639,                 76,469,                        -13,462                                             63,368,                        210,73
                                                                                     6,282.1                 3,478.1                                                    5,862.0                5,287.4
term(Loss is listed with ―-‖)             799.14                   266.86                        ,271.78                                              685.86                          9.51
                                                                                              9                   3                                                              6                     3
                                                                                      771,22                 770,77                                                      634,36                634,57
                                                                                                   -453,07                                                                            210,73
(I) Net profit                                                                       5,549.0                 2,472.2                                                    4,547.9                5,287.4
                                                                                                      6.79                                                                              9.51
                                                                                              5                   6                                                              2                     3
 (II) Other consolidated
income
                                                                                      771,22                 770,77                                                      634,36                634,57
                                                                                                   -453,07                                                                            210,73
Subtotal of (I) and (II)                                                             5,549.0                 2,472.2                                                    4,547.9                5,287.4
                                                                                                      6.79                                                                              9.51
                                                                                              5                   6                                                              2                     3

(III) Owners‘ input and                    -8,639,                                                -13,009 -21,648
withdraw of share capital                   799.14                                                 ,194.99 ,994.13


                                                                                                                                                                                                  42
Shandong Airlines Co., Ltd.                                              Annual Report 2011


  1. Capital input by owners
   2. Share payment
accounted into owners‘
equity
                                      -8,639,                       -13,009 -21,648
  3. Others
                                      799.14                        ,194.99 ,994.13
                                                          -196,46          -120,00                             -143,36
                                                76,469,                                              63,368,                    -80,000
  (IV) Profit distribution                                9,266.8           0,000.0                            8,685.8
                                                266.86                                               685.86                      ,000.00
                                                               6                 0                                  6

    1. Providing of surplus                     76,469,   -76,469                                    63,368,   -63,368
reserves                                        266.86    ,266.86                                    685.86    ,685.86
     2. Common risk
provision
                                                          -120,00          -120,00
3. Dividend to owners‘(or                                                                                     -80,000          -80,000
                                                          0,000.0           0,000.0
 shareholders)                                                                                                 ,000.00           ,000.00
                                                               0                 0
4. Others
(V) Internal settlement of
owners‘ equity
  1. Capital reserves
transferred to share capital
  2. Surplus reserves
transferred to share capital
3. Making up losses by
surplus reserves
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 this 400,00 75,410,   199,41    1,374,4           2,049,2 400,00 84,050,   122,94    799,66    13,462, 1,420,1
term                           0,000.0 363.70   4,021.7   20,534.           44,919. 0,000.0 162.84   4,754.8   4,252.1   271.78 21,441.


                                                                                                                                    43
Shandong Airlines Co., Ltd.                                                                              Annual Report 2011


                                       0                               5               36                      81       0                              9               7                     68




                                                           Statement of Change in Owners’ Equity (Parent Company)
Prepared by: Shandong Airlines Co., Ltd.                                              Year of 2011                                                             Unit: RMB
                                                             Amount of the Current Term                                                        Amount of Last Year
                                   Paid-up                                           Provision                    Paid-up                                          Provision
                                                         Less:                                           Total                          Less:                                         Total
             Items                capital(or Capital            Reasonab Surplus         of    Retained          capital(or Capital            Reasonab Surplus        of    Retained
                                                      inventory                                         owners‘                     inventory                                        owners‘
                                    share    reserves           le reserve reserves general     profit             share    reserves           le reserve reserves general    profit
                                                        shares                                           equity                        shares                                         equity
                                   capital)                                             risk                      capital)                                            risk
I. Balance at the end of last     400,000,0 84,050,16                      122,284,0         795,050,9 1,401,385 400,000,0 84,050,16                       58,915,36        304,732,7 847,698,2
year                                 00.00        2.84                        50.36              39.95     ,153.15    00.00     2.84                            4.50            67.23     94.57
Plus: Change of accounting
policy
Correcting of previous errors
Others

II. Balance at the beginning      400,000,0 84,050,16                      122,284,0         795,050,9 1,401,385 400,000,0 84,050,16                       58,915,36        304,732,7 847,698,2
of current year                      00.00        2.84                        50.36              39.95     ,153.15    00.00     2.84                            4.50            67.23     94.57

III. Changed in current                      2,861,005                     76,469,26         568,223,4 647,553,6                                           63,368,68        490,318,1 553,686,8
term(Loss is listed with ―-‖)                    .87                          6.86             01.72      74.45                                               5.86            72.72     58.58
                                                                                             764,692,6 764,692,6                                                            633,686,8 633,686,8
(I) Net profit
                                                                                                 68.58      68.58                                                               58.58     58.58
 (II) Other consolidated
income
                                                                                             764,692,6 764,692,6                                                            633,686,8 633,686,8
Subtotal of (I) and (II)
                                                                                                 68.58      68.58                                                               58.58     58.58

(III) Owners‘ input and                     2,861,005                                                   2,861,005
withdraw of share capital                          .87                                                         .87
  1. Capital input by owners
   2. Share payment
accounted into owners‘
equity


                                                                                                                                                                                            44
Shandong Airlines Co., Ltd.                                                  Annual Report 2011


                                        2,861,005                            2,861,005
  3. Others
                                              .87                                  .87
                                                     76,469,26   -196,469, -120,000,                       63,368,68   -143,368, -80,000,0
  (IV) Profit distribution
                                                          6.86     266.86      000.00                           5.86     685.86     00.00

    1. Providing of surplus                          76,469,26   -76,469,2                                 63,368,68   -63,368,6
reserves                                                  6.86       66.86                                      5.86      85.86
     2. Common risk
provision
3. Dividend to owners‘(or                                       -120,000, -120,000,                                   -80,000,0 -80,000,0
 shareholders)                                                     000.00      000.00                                     00.00     00.00
4. Others
(V) Internal settlement of
owners‘ equity
  1. Capital reserves
transferred to share capital
  2. Surplus reserves
transferred to share capital
3. Making up losses by
surplus reserves
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 this 400,000,0 86,911,16   198,753,3   1,363,274 2,048,938 400,000,0 84,050,16   122,284,0   795,050,9 1,401,385
term                               00.00      8.71      17.22      ,341.67     ,827.60    00.00    2.84       50.36       39.95    ,153.15




                                                                                                                                      45
Shandong Airlines Co., Ltd.                                                                   Annual Report 2011




                                      Shandong Airlines Co., Ltd.

                                  Notes to the Financial Statements
                                               As at 31st December 2011

                              (All amounts are expressed in CNY unless otherwise stated)
                                          (English version for reference only)



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

                                                                                                                   46
Shandong Airlines Co., Ltd.                                                                  Annual Report 2011


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; sales of
airborne material and equipments, non-food grocery, art work, souvenir, etc.; retailing of tobacco products
(limited to Qingdao Red-Crowned Crane Hotel); lease of airborne material and equipments; business services;
conference services; transportation agency; air cargo storage; and aviation pilot provision (for other domestic
airlines). The operating activities listed herein does not involve operation related to commodity that are subject to
State Administered Trading (国营贸易管理).

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.

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


                                                                                                                  47
Shandong Airlines Co., Ltd.                                                                   Annual Report 2011


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

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

                                                                                                                   48
Shandong Airlines Co., Ltd.                                                                   Annual Report 2011


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

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.

                                                                                                                   49
Shandong Airlines Co., Ltd.                                                                       Annual Report 2011


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.

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.


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Shandong Airlines Co., Ltd.                                                                        Annual Report 2011


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 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

                                                                                                                         51
Shandong Airlines Co., Ltd.                                                                    Annual Report 2011


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 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‘


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Shandong Airlines Co., Ltd.                                                                    Annual Report 2011


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:

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.



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Shandong Airlines Co., Ltd.                                                                 Annual Report 2011


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.

2.10.      Receivables

2.10.1.    Receivables of individual significance

                                                       Individual receivables equal to or higher than
Receivables of individual significance                 5% 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
                                                       individual significance is subject to
Method of recognition of provision for bad debts for
                                                       impairment, the excess of the carrying amount
receivables of individual significance
                                                       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
Categorisation by nature of receivables
                                                       actual rate of loss 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



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Shandong Airlines Co., Ltd.                                                                   Annual Report 2011



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       amount for recognition
Category                                               of provision for bad          of provision for bad
                                                         debts applicable to     debts applicable to other
                                                        accounts receivable                   receivables

Categorisation by nature of receivables                                   5%                              5%

2.10.3     . Receivables of individual insignificance subject to individual assessment for impairment

                                                If it is objectively evidential that a receivable of
                                                individual insignificance bears differing credit risk
Justification for individual assessment for
                                                characteristics to other receivables of individual
impairment
                                                insignificance, the receivable is subject to individual
                                                assessment for impairment.

                                                The provision for bad debts for an receivable of
Method of recognition of provision for bad      individual insignificance subject to individual
debts for receivables of individual             assessment for impairment is recognised as the excess
insignificance subject to individual            of the carrying amount over the net present value of the
assessment for impairment                       estimated future 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.

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Shandong Airlines Co., Ltd.                                                                    Annual Report 2011


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:

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 acquisition as at the transaction

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Shandong Airlines Co., Ltd.                                                                    Annual Report 2011


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.

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


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Shandong Airlines Co., Ltd.                                                                      Annual Report 2011


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 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


                                                                                                                       58
Shandong Airlines Co., Ltd.                                                                    Annual Report 2011


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 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;


                                                                                                                    59
Shandong Airlines Co., Ltd.                                                                   Annual Report 2011


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 supports of
                                                       5.00                     15-20                4.75-6.33
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     devices   and
                                                     0-5.00                       4-10               9.5-23.75
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 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

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Shandong Airlines Co., Ltd.                                                                  Annual Report 2011


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 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.



                                                                                                                    61
Shandong Airlines Co., Ltd.                                                                   Annual Report 2011


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.

2.16. Intangible assets

2.16.1. Measurement

Intangible assets are initially measured at actual 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


                                                                                                                   62
Shandong Airlines Co., Ltd.                                                                  Annual Report 2011


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;

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:

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


                                                                                                                  63
Shandong Airlines Co., Ltd.                                                                    Annual Report 2011


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 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


                                                                                                                    64
Shandong Airlines Co., Ltd.                                                                   Annual Report 2011


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 profit or loss for the period in
which the reward points expire or are exchanged.

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 reduced by
the repayment. The excess of the repayment over the carrying value of the deferred income is accounted for

                                                                                                                    65
Shandong Airlines Co., Ltd.                                                                      Annual Report 2011


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 difference; and

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

                                                                                                                       66
Shandong Airlines Co., Ltd.                                                                     Annual Report 2011


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

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.

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Shandong Airlines Co., Ltd.                                                                                    Annual Report 2011


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

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


Enterprise income tax                                      Taxable profit                                               25%


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 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. 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)

3.3.2. As provided by CaiShui[2011]No.48 (财税[2011]48 号《关于跨境设备租赁合同继续实行过渡性营业税
免税政策的通知》) jointly issued by the Ministry of Finance and the State Adnimistration of Taxation on June
30th, 2011 and approved by the State Council, the transitional operating tax exemption applicable to revenue
received by overseas leasor(s) to lease contracts (applicable to both financing lease and operating lease) of
machinery and equipment import leasing involving domestic leasee(s) and overseas leasor(s) entered into prior to
and remaining in force as at December 31st, 2008 continues to apply from January 1st, 2010 to the expiry date of
the relevant contract. Operating tax over-payment in relation to the subject of the operating tax exemption paid by
either the tax payer or the withholding agent during the period from January 1st, 2010 to the issue date of


                                                                                                                                    68
Shandong Airlines Co., Ltd.                                                                                                           Annual Report 2011


CaiShui[2011]No.48 (here after, the OTO) shall be utilised against the operating tax payable by the tax payer or
the withholding agent calculated from the issue date of CaiShui[2011]No.48. The OTO remaining utilised as at
December 31st, 2011 shall become repayable to the tax payer or the withholding agent.



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 Air                                                                                                         Warehousing and

Logistics Centre Co., Ltd      Holding              Shandong                Transportation                                        distribution of air
                                                                                                       CNY 30,000,000.00
(hereafter, Qingdao           subsidiary             Qingdao                 warehousing                                          cargo,

Logistics)                                                                                                                        E-commerce, etc


(Continued)
                                                                Ending balances of projects
                            Actual investment value as
Name of subsidiary                                              constituting net investment     Shareholding proportion (%)          Voting right (%)
                                 at December 31,2011
                                                                          in the subsidiary


Qingdao Logistics                        48,323,205.97                                 0.00                            100.00                    100.00


(Continued)
                                                                                                                  The balance of parent company‘s

                                                                                        Value of minority          equity, that is equal to the parent

                                                                                      interest that utilized           shareholders‘ equity less the
                              Financial statement
Name of subsidiary                                           Minority interest     to write off the profits    subsidiary‘s current loss undertaken
                                 consolidation
                                                                                    or losses attributed to            by the minority shareholders

                                                                                   minority shareholders       according their share quotient at the

                                                                                                                               beginning of the period


Qingdao Logistics                    Yes                                   0.00                        0.00                                         0.00



4.2. Subsidiaries acquired through business combination not under common control
                               Type of               Place of
Name of subsidiary                                                        Nature of business              Registered capital           Business scope
                              subsidiary            registration

                                                                                                                                    Development and
Qingdao Feisheng
                                                                                                                                   application of civil
International Aviation
                                                                                                                                                aviation
Training Technology         Wholly-owned            Shandong
                                                                             Pilot training            CNY 51,545,500.00             technology; pilot
Development Co., Ltd          subsidiary             Qingdao
                                                                                                                                  training and related
(hereafter, Qingdao
                                                                                                                                           activities and
Feisheng)
                                                                                                                                            consultancy

(Continued)
                            Actual investment value as          Ending balances of projects
Name of subsidiary                                                                              Shareholding proportion (%)          Voting right (%)
                                 at December 31,2011            constituting net investment



                                                                                                                                                            69
Shandong Airlines Co., Ltd.                                                                                                 Annual Report 2011


                                                                   in the subsidiary


Qingdao Feisheng                       57,677,479.46                           0.00                             100.00                100.00


  (Continued)
                                                                                                          The balance of parent company‘s

                                                                                Value of minority          equity, that is equal to the parent

                                                                              interest that utilized           shareholders‘ equity less the
                              Financial statement
Name of subsidiary                                     Minority interest   to write off the profits     subsidiary‘s current loss undertaken
                                 consolidation
                                                                            or losses attributed to            by the minority shareholders

                                                                            minority shareholders       according their share quotient at the

                                                                                                                     beginning of the period


Qingdao Feisheng                      Yes                          0.00                        0.00                                      0.00



4.3. Change of the scope of consolidation

The scope of consolidation for the year ended December 31st, 2011 remained unchanged from the scope of
consolidation as at December 31st, 2010.



Note 5. Main elements of the consolidated financial statements
5.1. Monetary funds
                                       2011.12.31                                                      2010.12.31
                           Original     Exchange          Presentation                   Original       Exchange              Presentation
                           currency          rate            currency                    currency             rate               currency

Cash in hand

CNY                     444,053.27      1.000000           444,053.27                  351,682.13        1.000000              351,682.13

HKD                         106.60      0.810700                  86.42                  4,386.60        0.850930                 3,732.69

USD                        1,534.07     6.300900              9,666.02                  21,819.25        6.622700              144,502.35

GBP                          58.55      9.711600                568.61                   1,377.70      10.218200                 14,077.61

CAD                          10.00      6.177700                  61.78                     10.00        6.603100                     66.03

JPY                     130,000.00      0.081100             10,543.00                 582,000.00        0.081260                47,293.32

EUR                            0.00     8.162500                   0.00                   514.00         8.806500                 4,526.54

TWD                          29.00      0.208355                   6.04                  1,680.00        0.226180                    379.98

Subtotal                                                   464,985.14                                                          566,260.65

Demand deposit

CNY                  236,879,354.17     1.000000       236,879,354.17          143,126,509.59            1.000000        143,126,509.59

USD                     315,249.24      6.300900         1,986,353.94                  627,267.34        6.622700            4,154,203.41

KRW                   10,003,126.00     0.005476             54,777.12          40,902,359.18            0.005823              238,174.43

TWD                    3,840,930.00     0.208355           800,277.11             1,038,562.00           0.226180              234,901.82

JPY                            0.00     0.081100                   0.00           3,522,454.00           0.081260              286,234.61



                                                                                                                                                 70
Shandong Airlines Co., Ltd.                                                                        Annual Report 2011


                                  2011.12.31                                        2010.12.31
                       Original    Exchange      Presentation            Original    Exchange       Presentation
                       currency         rate        currency             currency          rate        currency

Subtotal                                       239,720,762.34                                     148,040,023.86

Other monetary funds

CNY               8,000,000.00     1.000000      8,000,000.00     184,966,363.25      1.000000    184,966,363.25

Subtotal                                         8,000,000.00                                     184,966,363.25

Total                                          248,185,747.48                                     333,572,647.76

5.1.1. Restricted other monetary funds amounting to 8 million as at December 31st, 2011 included security deposit
amounting to 7.5 million for banker‘s acceptance.

5.2. Financial assets held for trading
                                                 Fair value as at 2011.12.31                           Fair value as at 2010.12.31

Interest rate swaps                                                    0.00                                         9,290,846.62

Total                                                                  0.00                                         9,290,846.62




                                                                                                                           71
 Shandong Airlines Co., Ltd.                                                                                 Annual Report 2011



 5.2.1. The balance of financial assets held for trading as at December 31st, 2011 decreased for 100.00% from that
 as at December 31st, 2010, mainly due to decrease in fair value of financial assets held for trading held by the
 Company.

 5.3. Accounts receivable

 5.3.1. Disclosure by classification
                                                                            2011.12.31
Classification                                           Book value                          Provision for bad debts
                                                       Amount      Proportion(%)                Amount        Proportion(%)

Accounts receivable of individual                133,831,501.87               70.68                 0.00                0.00
significance

Categorised accounts receivable:

Categorisation by nature of receivables           54,598,614.70               28.84         2,729,930.73                5.00

Subtotal of category                              54,598,614.70               28.84         2,729,930.73                5.00

Accounts receivable of individual
insignificance subject to individual                 916,508.05                0.48           916,508.05             100.00
assessment for impairment

Total                                            189,346,624.62              100.00         3,646,438.78                1.93
 (continued)
                                                                            2010.12.31
Classification                                           Book value                          Provision for bad debts
                                                       Amount      Proportion(%)                Amount        Proportion(%)

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 subject to individual                 916,508.05                0.47           916,508.05             100.00
assessment for impairment

Total                                            195,102,653.88              100.00         2,657,739.39                1.36

 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 receivables               54,598,614.70                         5.00              2,729,930.73

 Total                                                 54,598,614.70                         5.00              2,729,930.73

 5.3.2. Accounts receivable of individual significance subject to individual assessment for impairment:
                                                               Provision for bad
 Content                                     Book value                    debts          Proportion (%)            Reason for provision

                                                                                                                 Individually assessed as
 Air China                                 54,247,936.00                   0.00                     0.00                   non-impaired
                                                                                                                 Individually assessed as
 BSP                                       49,694,136.64                   0.00                     0.00                   non-impaired


                                                                                                                                     72
 Shandong Airlines Co., Ltd.                                                                             Annual Report 2011


 Content                                Book value         Provision for bad          Proportion (%)             Reason for provision
                                                                       debts
                                                                                                              Individually assessed as
 CAAC Settlement Centre           29,889,429.23                         0.00                   0.00                     non-impaired

 Total                            133,831,501.87                        0.00                   0.00

 5.3.3. Accounts receivable of individual significance subject to individual assessment for impairment:
 Content                                Book value         Provision for bad          Proportion (%)             Reason for provision
                                                                       debts
                                                                                                              Individually assessed as
 CR Airways                              916,508.05               916,508.05                 100.00                      uncollectable

 Total                                   916,508.05               916,508.05                 100.00

 5.3.4. Accounts receivables owed by shareholders with 5% or more voting right during the reporting period
                                                 2011.12.31                                            2010.12.31
 Shareholder
                                             Amount       Provision for bad debts                 Amount      Provision for bad debts

 Air China                             54,247,936.00                        0.00            66,366,844.88                        0.00

 Total                                 54,247,936.00                        0.00            66,366,844.88                        0.00

 5.3.5. Top five accounts receivable
                                       Relationship with the                                                      % of total accounts
 Name of company                             Company                            Amount                 Age                 receivable

 Air China                                Related party                  54,247,936.00       Within 1 year                      28.65

 BSP                                    Non-related party                49,694,136.64       Within 1 year                      26.24

 CAAC Settlement Centre                 Non-related party                29,889,429.23       Within 1 year                      15.79

 China Post, Jinan                      Non-related party                 4,380,569.48       Within 1 year                       2.31

 Air China Cargo Co., Ltd.                Related party                   3,762,274.92       Within 1 year                       1.99

 Total                                                                  141,974,346.27                                          74.98

 5.3.6. Accounts receivables owed by related parties
                                                                                                                  % of total accounts
 Name of company                           Relationship with the Company                          Amount                   receivable

 Air China                                Principal investor of the Company                 54,247,936.00                       28.65

 Shenzhen Airlines Co., Ltd.    Controlled by principal investors of the Company             1,849,400.00                        0.97

 Air China Cargo Co., Ltd.      Controlled by principal investors of the Company             3,762,274.92                        1.99

 Total                                                                                      59,859,610.92                       31.61

 5.4. Advances to suppliers

 5.4.1. Disclosure by age
                                                2011.12.31                                           2010.12.31
Age
                                              Amount               Proportion(%)                   Amount               Proportion(%)

Within 1 year                           40,518,175.85                       97.99            27,837,071.95                       98.18

1 to 2 years                               343,276.80                          0.83             479,793.30                        1.69

2 to 3 years                               476,994.00                          1.15              27,706.35                        0.10

3 to 4 years                                10,000.00                          0.03                8,884.20                       0.03



                                                                                                                                  73
 Shandong Airlines Co., Ltd.                                                                                Annual Report 2011


                                                   2011.12.31                                             2010.12.31
Age
                                                 Amount                Proportion(%)                    Amount                 Proportion(%)

Total                                      41,348,446.65                     100.00              28,353,455.80                       100.00

 5.4.2. Top five advances to suppliers
                                                                                                                                 Reason for
Name of company                      Relationship with the Company                   Amount                     Age             unsettlement
                                                                                                                            Prepayment for
RBS AEROSPACE LTD                           Non-related party                 8,261,354.97           Within 1 year            aircraft rental
Shandong XiangYu Air Technology                                                                                             Prepayment for
Co., Ltd.                                     Related party                   4,511,590.60           Within 1 year                purchase
                                                                                                                            Prepayment for
Inishcrean Leasing Limited                  Non-related party                 4,411,120.00           Within 1 year            aircraft rental
ACG ACQUISITION IRELAND III                                                                                                 Prepayment for
LIMITED                                     Non-related party                 3,864,970.30           Within 1 year            aircraft rental
AerDragon Aviation Partners                                                                                                 Prepayment for
Limited                                     Non-related party                 2,773,022.14           Within 1 year            aircraft rental

Total                                                                        23,822,058.01

 5.4.3. No advance to supplier was paid to shareholders who own 5% or more voting rights as at December 31st,
 2011.

 5.4.4. Advances to suppliers paid to related parties
                                                                                                                       % of total accounts
 Name of company                              Relationship with the Company                          Amount                    receivables
 Shandong XiangYu Air                 Controlled by principal investors of the Company           4,511,590.60                        10.91
 Technology Co., Ltd.

 Total                                                                                           4,511,590.60                        10.91

 5.4.5. The balance of advances to suppliers as at December 31st, 2011 increased for 45.83% from that as at
 December 31st, 2010, mainly due to increased prepayment for aircraft rental resulted from the increased number of
 leased aircraft.

 5.5. Interests receivable
Item                                                           2010.12.31     Increase in year     Decrease in year              2011.12.31

Interests on bank deposits                                    1,409,528.13               0.00           1,409,528.13                    0.00

Total                                                         1,409,528.13               0.00           1,409,528.13                    0.00

 5.5.1. The balance of interests receivable as at December 31st, 2011 decreased for 100.00% from that as at
 December 31st, 2010, mainly due receipt of interest during the current reporting period.

 5.6. Other receivables

 5.6.1. Disclosure by classification
                                                                          2011.12.31
Classification                                         Book value                         Provision for bad debts
                                                     Amount      Proportion(%)               Amount        Proportion(%)
Other receivables of individual
significance                                  168,048,800.93                 55.87     109,051,717.65                  64.89

Categorised other receivables:

Categorisation by nature of receivables        51,848,032.27                 17.23       2,592,401.60                   5.00

Subtotal of category                           51,848,032.27                 17.23       2,592,401.60                   5.00

                                                                                                                                       74
 Shandong Airlines Co., Ltd.                                                                                  Annual Report 2011


                                                                            2011.12.31
Classification                                           Book value                          Provision for bad debts
                                                       Amount      Proportion(%)                Amount        Proportion(%)

Other receivables of individual
insignificance subject to individual             80,903,554.97               26.90                   0.00               0.00
assessment for impairment

Total                                           300,800,388.17              100.00       111,644,119.25                37.12
 (continued)
                                                                            2010.12.31
Classification                                           Book value                          Provision for bad debts
                                                       Amount      Proportion(%)                Amount        Proportion(%)

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

Categorised other receivables:

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 receivables of individual
insignificance subject to individual             64,955,587.90               19.33                   0.00               0.00
assessment for impairment

Total                                           336,084,686.32              100.00       111,179,245.64                33.08

 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 receivables              51,848,032.27                         5.00               2,592,401.60

 Total                                                51,848,032.27                         5.00               2,592,401.60

 5.6.2. Other receivables of individual significance subject to individual assessment for impairment:
 Content                                     Book value        Provision for bad          Proportion (%)             Reason for provision
                                                                           debts

 Shandong Rainbow                                                                                                 Individually assessed as
 Commercial Jet Co., Ltd.                 109,051,717.65         109,051,717.65                     100.00                   uncollectable
                                                                                                                  Individually assessed as
 CBD-leasing Co., Ltd.                     41,354,563.28                   0.00                       0.00                  non-impaired
 Singapore Aircraft Leasing                                                                                       Individually assessed as
 Enterprise                                17,642,520.00                   0.00                       0.00                  non-impaired

 Total                                    168,048,800.93         109,051,717.65                      64.89




 5.6.3. Other receivables of individual insignificance subject to individual assessment for impairment:
 Content                                     Book value        Provision for bad          Proportion (%)             Reason for provision
                                                                           debts

 Air China                                 13,859,769.26                   0.00                       0.00        Individually assessed as
                                                                                                                            non-impaired

 Beijing FuLaiTe Technology                12,658,829.43                   0.00                       0.00        Individually assessed as


                                                                                                                                      75
Shandong Airlines Co., Ltd.                                                                            Annual Report 2011


Content                               Book value         Provision for bad          Proportion (%)             Reason for provision
                                                                     debts
Development Co., Ltd.                                                                                                 non-impaired


Aviation Captial Group                                                                                      Individually assessed as
Corporation                         11,426,518.83                    0.00                    0.00                     non-impaired
Babcock & Brown Aircraft                                                                                   Individually assessed as
Managment LLC                        9,325,332.00                    0.00                    0.00                     non-impaired
Rainier Aircraft                                                                                            Individually assessed as
Leasing(Ireland) Limited             8,411,701.50                    0.00                    0.00                     non-impaired
                                                                                                            Individually assessed as
KuaiQian Telephone Payment           7,681,177.00                    0.00                    0.00                     non-impaired
Aerdragon Aviation Partners                                                                                 Individually assessed as
Limited                              4,322,417.40                    0.00                    0.00                     non-impaired
Rainier Aircraft                                                                                            Individually assessed as
Leasing(Ireland) Limited             4,245,297.00                    0.00                    0.00                     non-impaired
Pacific Brihar Corporation                                                                                  Individually assessed as
Limited                              3,326,875.20                    0/00                    0.00                     non-impaired
China Merchants Bank Phone                                                                                  Individually assessed as
Payment                              2,094,297.00                    0.00                    0.00                     non-impaired
                                                                                                            Individually assessed as
HuiFuTianXia Phone Payment           1,273,565.00                    0.00                    0/00                     non-impaired
                                                                                                            Individually assessed as
Shannon Engine Support LTD            787,612.50                     0.00                    0.00                     non-impaired
GSI Engine Beta Limited                                                                                     Individually assessed as
Partnership                           689,948.55                     0.00                    0.00                     non-impaired
MTU Maintenance                                                                                             Individually assessed as
Berlin-Brandenburg Gmbh               630,090.00                     0.00                    0.00                     non-impaired
WEST ENGINE FUNDING                                                                                         Individually assessed as
LLC                                   170,124.30                     0.00                    0.00                     non-impaired

Total                               80,903,554.97                    0.00                    0.00

5.6.4. Other receivables owed by shareholders with 5% or more voting right during the reporting period
                                                2011.12.31                                           2010.12.31
Shareholder                                                   Provision for bad                                   Provision for bad
                                            Amount                                               Amount
                                                                          debts                                               debts

Air China                              13,859,769.26                         0.00          40,503,711.76                       0.00

Total                                  13,859,769.26                         0.00          40,503,711.76                       0.00




5.6.5. Top five other receivables
                                     Relationship with the                                                          % of total other
Name of company                            Company                            Amount                 Age                receivables

Shandong Rainbow Commercial              Related party               109,051,717.65          4 to 8 years                     36.25
Jet Co., Ltd.

                                                                                                                                76
  Shandong Airlines Co., Ltd.                                                                                                      Annual Report 2011


  Name of company                                  Relationship with the                         Amount                      Age                % of total other
                                                         Company                                                                                    receivables

  CBD-leasing Co., Ltd.                             Non-related party                      41,354,563.28            Over 5 years                            13.75

  Singapore Aircraft Leasing
  Enterprise                                        Non-related party                      17,642,520.00            Over 4 years                             5.87

  Rockwell Collins                                  Non-related party                      14,368,919.81           Within 1 year                             4.77

  Air China                                           Related party                        13,859,769.26           Within 1 year                             4.61

  Total                                                                                   196,277,490.00                                                    65.25

  5.6.6. Other receivables owed by related parties
                                                                                                                                                % of total other
  Name of company                                      Relationship with the Company                                     Amount                     receivables

  Air China                                           Principal investor of the Company                            13,859,769.26                             4.61

  Shandong Rainbow Commercial
  Jet Co., Ltd.                                                       Associate                                  109,051,717.65                             36.25

  Total                                                                                                           122,911,486.91                            40.86

  5.7. Inventories
  5.7.1. Disclosure by classification
                                                2011.12.31                                                    2010.12.31
 Classification                                   Impairmetn                Carrying                            Impairmetn              Carrying
                              Book value            provision                amount         Book value            provision              amount

 Consumable air            111,200,001.62                  0.00 111,200,001.62            73,805,475.19                  0.00      73,805,475.19
 quipements
 Low-value                   4,283,702.66                  0.00       4,283,702.66         3,066,637.08                  0.00       3,066,637.08
 consumables

 Materials                    787,075.91                   0.00          787,075.91         915,137.19                   0.00         915,137.19

 Total                     116,270,780.19                  0.00 116,270,780.19            77,787,249.46                  0.00      77,787,249.46

  5.7.2. The balance of inventories as at Decmeber 31st, 2011 increased for 49.47% from that as at December 31st,
  2010, mainly due to fleet expansion and airborne materials purchased for aircraft redelivery inspection and aircraft
  6C inspection.
  5.8. Investment in associate
                                   Type of              Place of         Legal                 Scope of              Registered        Shareholding         Voting right
Investee
                                incorporation         registration       representative        business                 capital                 (%)                 (%)

Shandong Rainbow               Limited liability         Jinan,                                   Air
                                                                         ZHAO, Hong                                   50 million               45.00               45.00
Commercial Jet Co., Ltd.          company              Shandong                              transportation
  (continued)
                                            Total assets              Total liabilities              Net Assets        Total revenue for the
Investee                                                                                                                                          Net profit for the year
                                       as at 2011.12.31              as at 2011.12.31          as at 2011.12.31                        year

Shandong Rainbow
                                         11,569,427.94               175,265,154.52            -163,695,726.58                          0.00                -370,092.48
Commercial Jet Co., Ltd.




  5.9. Long-term equity investments

  5.9.1. Disclosure by classification



                                                                                                                                                              77
    Shandong Airlines Co., Ltd.                                                                                                Annual Report 2011


                                                                                                                                                          Impairment
                                                                                           Movement                                  Impairment
Investee                                                              2010.12.31                               2011.12.31                        provision recognised
                                                                                             in year                                   provision
                                                                                                                                                               in year

A. Long-term equity investments measured by the historical
cost convention

China Travelsky Technology 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

Long-term equity investments measured by the equity method

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


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)
                                                                                                                                     Reason for
                                                                                                                          disagreement between
Investee                                               Cost of investment           Shareholding           Voting right                          Cash dividend in year
                                                                                                                               shareholding and
                                                                                                                                    voting right

A. Long-term equity investments measured by the
historical cost convention

China Travelsky Technology Co., Ltd.                           6,690,000.00                0.45%                0.45%         No disagreement            1,365,429.00


Sichuan Airlines Co., Ltd.                                    35,000,000.00              10.00%                10.00%          No disagreement          10,000,000.00


Jinan International Airport Co., Ltd.                         46,662,100.00                2.53%                2.53%          No disagreement             475,953.42

Subtotal                                                      88,352,100.00                                                                             11,841,382.42

Long-term equity investments measured by the
equity method

Shandong Rainbow Commercial Jet Co., Ltd.                     22,500,000.00              45.00%                45.00%          No disagreement                   0.00

Subtotal                                                      22,500,000.00                                                                                      0.00

Total                                                        110,852,100.00                                                                             11,841,382.42


    5.9.2. No long-term equity investment was imposed with limitation on disposal as at December 31st,2011.

    5.10. Fixed assets and cumulative depreciation

    5.10.1. Disclosure by classification
                                                  2010.12.31            Increase in year       Decrease in year                  2011.12.31

   ① Total historical cost                 9,441,571,584.73             957,810,951.36            125,280,343.04         10,274,102,193.05

   Houses and building                       220,973,772.50                    92,691.60              4,531,679.20          216,534,784.90

   Aircrafts and engines                    8,634,686,536.61             849,881,572.10             94,682,774.09          9,389,885,334.62

   High-value rotables                       454,825,178.55               77,859,740.58             18,564,687.34           514,120,231.79

   Transportation vehicles                    39,730,267.30               11,331,232.00               2,248,087.00            48,813,412.30


                                                                                                                                                           78
 Shandong Airlines Co., Ltd.                                                                            Annual Report 2011


                                     2010.12.31         Increase in year       Decrease in year             2011.12.31

 Machinery, equipments and        91,355,829.77          18,645,715.08            5,253,115.41        104,748,429.44
 other

 ② Cumulative depreciation    2,825,074,223.88         669,156,553.70           97,395,216.81      3,396,835,560.77

 Houses and building              33,521,100.29            6,240,479.88             368,019.18         39,393,560.99

 Aircrafts and engines         2,560,983,059.34         621,717,729.76           84,932,336.58      3,097,768,452.52

 High-value rotables             160,762,852.44          29,173,120.36            6,752,888.63        183,183,084.17

 Transportation vehicles          20,234,367.71            3,571,410.18           1,991,735.12         21,814,042.77

 Machinery, equipments and
 other                            49,572,844.10            8,453,813.52           3,350,237.30         54,676,420.32

 ③ Impairment provision                    0.00        193,810,080.67                     0.00       193,810,080.67

 Houses and building                        0.00                   0.00                    0.00                   0.00

 Aircrafts and engines                      0.00        178,336,555.41                     0.00       178,336,555.41

 High-value rotables                        0.00         15,473,525.26                     0.00        15,473,525.26

 Transportation vehicles                    0.00                   0.00                    0.00                   0.00

 Machinery, equipments and
 other                                      0.00                   0.00                    0.00                   0.00

 ④ Carrying amount            6,616,497,360.85                                                     6,683,456,551.61

 Houses and building             187,452,672.21                                                       177,141,223.91

 Aircrafts and engines         6,073,703,477.27                                                     6,113,780,326.72

 High-value rotables             294,062,326.11                                                       315,463,622.33

 Transportation vehicles          19,495,899.59                                                        26,999,369.53

 Machinery, equipments and        41,782,985.67                                                        50,072,009.12
 other

 Note: ① Included in the cumulative depreciation increase in year, 669,156,553.70 was recognised during the
 current reporting period; cost of fixed assets transferred from construction in progress during the current reporting
 period amounting to 359,417,624.59;

 ② The carrying amount of aircrafts and engines pledged as security for bank loans and financial lease amounting
 to 5,189,323,390.34.

 5.10.2. Fixed assets acquired under financial lease
                                                                 Cumulative
                                   Historical cost              depreciation       Impairment allowance            Carrying amount

Aircrafts and engines            1,685,994,438.14             455,927,267.36                         0.00           1,230,067,170.78

Total                            1,685,994,438.14             455,927,267.36                         0.00           1,230,067,170.78

 5.10.3. Fixed assets pending ownership registration
                                                     Carrying amount       Reason for pending ownership registration



                                                                                                                               79
   Shandong Airlines Co., Ltd.                                                                                           Annual Report 2011


                                                              Carrying amount          Reason for pending ownership registration

   Jinan cargo arrival and departure                            15,172,683.04            Land rented from Jinan Air Control, no
   warehouses                                                                              eligible for ownership registration
   Qingdao aircraft maintenance                                 39,891,174.40                 Ownership registration in process
   workshops

   Yantai terminal building                                     19,240,557.20                 Ownership registration in process

   Total                                                        74,304,414.64

   5.10.4. Impairment provision for fixed assets

   Impairment provision recognised for aircrafts and engines and high-value rotables as at December 31st, 2011
   amounting to 178,336,555.41 and 15,473,525.26 respectively. The amount of impairment estimated by Assets
   Appraisal Report LuZhengXinPingBaoZi[2012]No.0001 (鲁正信评报字[2012]第 0001 号资产评估报告) that
   issued by Shandong Zhengyuan Hexin Assets Appraisal Co., Ltd. (山东正源和信资产评估有限公司).
   5.11. Construction in progress
   5.11.1. Disclosure by project
                                                  2011.12.31                                                           2010.12.31
Project                                            Impairment                                                           Impairment
                                       Book value                      Carrying amount                 Book value                          Carrying amount
                                                     provision                                                            provision

B737-800 aircrafts             1,559,456,551.45               0.00    1,559,456,551.45              863,452,904.96             0.00          863,452,904.96

ARJ21-700 aircrafts               60,778,195.00               0.00        60,778,195.00              60,778,195.00             0.00           60,778,195.00

B737NG simulator                       100,000.00             0.00              100,000.00                     0.00            0.00                         0.00

Terminal building                 22,956,157.35               0.00        22,956,157.35              11,479,922.80             0.00           11,479,922.80

Other projects                     1,634,015.58               0.00          1,634,015.58              1,542,227.58             0.00               1,542,227.58

Total                          1,644,924,919.38               0.00    1,644,924,919.38              937,253,250.34             0.00          937,253,250.34

   5.11.2. Movement of significant construction projects
                                                                           Transferred to
 Project                        2010.12.31        Increase in year         fixed assets in       Other decrease in            2011.12.31
                                                                                     year                    year

 B737-800 aircrafts        863,452,904.96       1,055,421,271.08         359,417,624.59                         0.00   1,559,456,551.45

 ARJ21-700 aircrafts          60,778,195.00                   0.00                     0.00                     0.00      60,778,195.00

 B737NG simulator                       0.00           100,000.00                      0.00                     0.00          100,000.00

 Terminal building            11,479,922.80         11,476,234.55                      0.00                     0.00      22,956,157.35

 Other projects                1,542,227.58          5,051,550.19                      0.00           4,959,762.19          1,634,015.58

 Total                     937,253,250.34       1,072,049,055.82         359,417,624.59               4,959,762.19     1,644,924,919.38

   5.11.3. Capitalisation of borrowing costs included in construction in progress
                                                              Transferred to
                                                                                  Other decrease
 Project                      2010.12.31   Increase in year   fixed assets in                            2011.12.31            Funding souce
                                                                                         in year
                                                                        year

                                                                                                                          Financial institution
 B737-800 aircrafts       -6,630,973.04     -13,228,789.50    -3,097,109.77                  0.00     -16,762,652.77
                                                                                                                                       lending

                                                                                                                          Financial institution
 ARJ21-700 aircrafts          487,587.70              0.00              0.00                 0.00        487,587.70
                                                                                                                                       lending


                                                                                                                                                       80
  Shandong Airlines Co., Ltd.                                                                                                    Annual Report 2011


                                                                 Transferred to
                                                                                     Other decrease
Project                     2010.12.31    Increase in year       fixed assets in                               2011.12.31               Funding souce
                                                                                            in year
                                                                           year

Total                     -6,143,385.34   -13,228,789.50         -3,097,109.77                   0.00      -16,275,065.07


  5.11.4. The balance of aircraft purchase right pledge as security for bank loans amounted to 1,472,293,822.60 as
  at December 31st, 2011.

  5.11.5. No impairment provision shall be recognised for construction in progress as at December 31st, 2011.

  5.11.6. The balance of construction in progress as at December 31st, 2011 increased for 75.50% from that as at
  December 31st, 2010, mainly due to progress payment for aircraft purchase.

  5.12. Intangible assets

  5.12.1. Disclosure
                                                               2010.12.31             Increase in year            Decrease in year                  2011.12.31

  Total historical cost                                      50,808,133.13              35,400,000.00                 2,606,200.00              83,601,933.13

  Land use rights                                            50,808,133.13              35,400,000.00                 2,606,200.00              83,601,933.13

  Total cumulative amortisation                               3,661,766.60                 934,030.49                   180,986.00                4,414,811.09

  Land use rights                                             3,661,766.60                 934,030.49                   180,986.00                4,414,811.09

  Total book value                                           47,146,366.53                                                                      79,187,122.04

  Land use rights                                            47,146,366.53                                                                      79,187,122.04

  Total impairment provision                                           0.00                             0.00                     0.00                     0.00

  Land use rights                                                      0.00                             0.00                     0.00                     0.00

  Total carrying amount                                      47,146,366.53                                                                      79,187,122.04

  Land use rights                                            47,146,366.53                                                                      79,187,122.04

  5.12.2. No impairment provision shall be recognised for construction in progress as at December 31st, 2011.

  5.12.3. The balance of intangible assets as at December 31st, 2011 increased for 67.96% from that as at December
  31st, 2010, mainly due to payment for Xiamen land use rights.




  5.13. Goodwill
                                                                                                                                                      Impairment
Investee                         Type of                     2010.12.31            Increase in      Decrease in               2011.12.31                provision
                               combination                                               year             year                                   as at 2011.12.31
                                Business
                              combination
Qingdao Feisheng               not under              10,220,816.22                      0.00                  0.00         10,220,816.22                   0.00
                                common
                                 control

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 Total                                                10,220,816.22               0.00              0.00      10,220,816.22                     0.00

   With respect to the operating assets and the audit of financial performance of Qingdao Feisheng and the assets
   appraisal report as at December 31st, 2011, the management believes that no impairment shall be recognised for
   the respective goodwill as at December 31st, 2011.

   5.14. Long-term deferred expenses
                                       2010.12.31             Increase    Amortisation in Other decrease in           2011.12.31           Reason for
                                                                in year              year             year                              other decrease

Pilot recruitment and training
expenditure                       229,830,196.19       64,655,783.14       45,381,878.21                   0.00   249,104,101.12

Jinan Operation Building
Decoration expenditure                        0.00       7,027,671.70         351,383.59                   0.00     6,676,288.11

Total                             229,830,196.19       71,683,454.84       45,733,261.80                   0.00   255,780,389.23

   5.15. Deferred income tax assets and deferred income tax liabilities

   5.15.1. Recognised deferred income tax assets and deferred income tax liabilities
                                                                                      2011.12.31                      2010.12.31

   Deferred income tax assets

   Provision for bad debts                                                         28,822,639.51                   28,459,246.26

   Impairment provision for fixed assets                                           48,452,520.17                              0.00

   Accrued substantial maintenance expenditure                                    135,006,662.91                   90,795,645.87

   Undue wages and salaries                                                        17,388,124.64                    6,513,851.27

   Unutilised loss                                                                    195,890.90                              0.00

   Changes of fair value of financial liabilities held for trading                    536,380.28                      966,452.38

   Subtotal                                                                       230,402,218.41                  126,735,195.78

   Deferred income tax liabilities

   Changes of fair value of financial assets held for trading                                0.00                   2,322,711.66

   Subtotal                                                                                  0.00                   2,322,711.66

   5.15.2. Temporary differences
                                                                                                                                         2011.12.31

 Temporary differences resulted in deferred tax assets

 Provision for bad debts                                                                                                             115,290,558.03

 Impairment provision for fixed assets                                                                                               193,810,080.67

 Accrued substantial maintenance expenditure                                                                                         540,026,651.65

 Undue wages and salaries                                                                                                             69,552,498.55

 Unutilised loss                                                                                                                        783,563.60




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                                                                                                                                   2011.12.31

Changes of fair value of financial liabilities held for trading                                                                  2,145,521.10

Subtotal                                                                                                                      921,608,873.60

Temporary differences resulted in deferred tax liabilities

Changes of fair value of financial assets held for trading                                                                               0.00

Subtotal                                                                                                                                 0.00

  5.15.3. The balance of deferred income tax assets as at December 31st, 2011 increased for 81.80% from that as at
  December 31st, 2010, mainly due to recognition of impairment provision for fixed assets and substantial
  maintenance expenditure during the current reporting period.

  5.15.4. The balance of deferred income tax liabilities as at December 31st, 2011 decreased for 100.00% from that
  as at December 31st, 2010, mainly due to decrease in fair value of financial assets held for trading held by the
  Company.

  5.16. Impairment provision
                                                                                               Decrease in year
                                             2010.12.31           Inrease in year                                                  2011.12.31
                                                                                              Reverse        Derecognised

(1) Provision for bad debts for             2,657,739.39             988,699.39                      0.00           0.00          3,646,438.78
accounts receivable
(2) Provision for bad debts for          111,179,245.64              464,873.61                      0.00           0.00        111,644,119.25
other receivables
(3) Impairment        provision   for                0.00         193,810,080.67                     0.00           0.00       193,810,080.67
fixed assets
(4) Impairment provision for              22,500,000.00                     0.00                     0.00           0.00         22,500,000.00
long-term equity investments

Total                                    136,336,985.03           195,263,653.67                     0.00           0.00       331,600,638.70

  5.17. Short-term borrowings
                                                                                        2011.12.31                               2010.12.31

 Secured loans (rights on assets pledged)                                                     0.00                            93,173,692.10

 Unsecured loans                                                                    450,000,000.00                           399,412,917.40

 Guaranteed loans                                                                   317,636,239.20                           508,682,427.23

 Total                                                                              767,636,239.20                          1,001,269,036.73

  5.18. Financial liabilities held for trading
                                                                        Fair value as at 2011.12.31               Fair value as at 2010.12.31

Interest rate swaps                                                                    2,145,521.10                                      0.00

HuiLiDa contracts                                                                              0.00                              3,865,809.52

Total                                                                                  2,145,521.10                              3,865,809.52

  5.18.1. The principal of inmature interest rate swaps amounting to USD 157,283,026.20 as at December 31st, 2011.
  The bank-quoted fair value of the inmature interest rate swaps as at December 31st, 2011 amounting to
  CNY-2,145,521.10 (USD -340,510.26).


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5.18.2. The balance of financial liabilities held for trading as at December 31st, 2011 decreased for 44.50% from
that as at December 31st, 2010, mainly due to HuiLiDa contract settlement and changes in fair value of interest
rate swaps.

5.19. Notes payable
                                                                           2011.12.31                                2010.12.31

Trade acceptance                                                     104,587,852.86                               19,042,835.33

Bankers‘ acceptance                                                  24,959,340.48                              116,000,000.00

Total                                                                129,547,193.34                             135,042,835.33

5.20. Accounts payable

5.20.1. Disclosure by age
Age                                                                        2011.12.31                                2010.12.31

Within 1 year                                                      1,342,854,460.06                            1,007,699,961.12

Over 1 year                                                           31,003,415.17                                  900,090.37

Total                                                              1,373,857,875.23                            1,008,600,051.49

5.20.2. Accounts payable owed to shareholders with 5% or more voting right during the reporting period
Shareholder                                   Nature of account                      2011.12.31         2010.12.31

Air China                              Ground services, delayed flights,            7,735,879.32      3,437,689.95
                                         indemnity for bagages, etc.
Taikoo (Shandong) Aircraft             Substantial maintenance fee and            23,072,537.89      27,829,926.58
Engineering Company Limited                 routine maintenance fee
Aircraft Maintenance and Engineering   Maintenance fee and landing fee              3,825,794.45              0.00
Corporation (Ameco Beijing)
Sichuan International Aero Engine          Engine maintenance fee                   8,835,970.40              0.00
Maintenance Co., Ltd.

Air China Cargo Co., Ltd.                    Airport landing fee                     417,427.64         414,307.39

Total                                                                             43,887,609.70      31,681,923.92

5.20.3. Significant accounts payable aged over 1 year
Name of company                                  Amount                       Age             Reason for      Post balance sheet
                                                                                             unsettlement          date payment

China Travelsky Technology Co., Ltd.      22,311,672.50              1 to 2 years       Pending settlement        10,000,000.00

Total                                     22,311,672.50

5.20.4. The balance of accounts payable as at December 31st, 2011 increased for 36.21% from that as at December
31st, 2010, mainly due to risen air fuel price and increased unsettled balance resuted from increased operating
costs following operation expansion.

5.21. Advances from customers

5.21.1. Disclosure by age
Age                                                                 2011.12.31                                       2010.12.31

Within 1 year                                                  292,567,049.69                                   202,271,352.58



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 Age                                                                 2011.12.31                                   2010.12.31

 Over 1 year                                                        279,602.73                                    182,316.20

 Total                                                           292,846,652.42                               202,453,668.78

 5.21.2. The balance of advances from customers as at December 31st, 2011 increased for 44.65% from that as at
 December 31st, 2010, mainly due to earlier spring festival, improved transportation capacity, etc.

 5.21.3. No advance from customer was received from shareholders who own 5% or more voting rights as at
 December 31st, 2011.

 5.22. Employment benefits payable
                                                   2010.12.31       Increase in year     Decrease in year         2011.12.31
 (1) Wages and salaries, bonuses, subsidies
 and allowances                                 208,426,962.08       911,776,076.12       892,958,193.91      227,244,844.29

 (2) Employee benefits                                    0.00        31,756,622.52        31,756,622.52                   0.00

 (3) Social insurance                             1,647,821.49      122,930,745.62        121,966,460.39         2,612,106.72

 Within: ①Medical insurance                      1,647,821.49        23,073,910.21        24,721,731.70                   0.00

         ②Basic retirement insurance                     0.00        58,276,819.67        58,276,819.67                   0.00

         ③Annuity fee                                    0.00        30,749,588.46        28,137,481.74         2,612,106.72

         ④Unemployment fee                               0.00         5,334,800.40         5,334,800.40                   0.00

         ⑤Work injury insurance                          0.00         1,481,809.31         1,481,809.31                   0.00

         ⑥Pregnancy insurance                            0.00         2,374,591.93         2,374,591.93                   0.00

         ⑦Reserved funds for disable                     0.00         1,639,225.64         1,639,225.64                   0.00
           jobseekers

 (4) Housing provident fund                          15,784.00        36,146,587.47        36,147,081.07           15,290.40

 (5) Labor union fee and employee                26,060,092.87        14,948,711.98         7,141,935.61        33,866,869.24
 education fee

 (6) Non-monetary benefits                                0.00                    0.00               0.00                  0.00

 (7) Redemption of termination of labor
 contract                                                 0.00             9,170.00             9,170.00                   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                                          236,150,660.44     1,117,567,913.71      1,089,979,463.50      263,739,110.65

 5.23. Taxes payable
                                                                          2011.12.31                                2010.12.31

VAT and customs                                                             2,889.52                                     1,240.40

Operating tax                                                          19,366,568.31                             14,137,448.21

Urban maintenance        and     construction
surcharge                                                               1,116,189.38                              1,128,615.52




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                                                                     2011.12.31                                   2010.12.31

Education surcharge                                              1,456,370.22                                     816,312.29

Corporate income tax                                            66,816,641.91                                   55,944,404.35

Property tax                                                     1,191,811.73                                    1,474,989.82

Tenure tax                                                           135,237.68                                    111,187.74

Personal income tax                                              4,111,680.70                                    4,647,833.69

Stamp duty                                                       3,679,689.12                                    5,349,980.35

Infrastructure fund for civil aviation                          16,027,672.27                                   14,415,017.73

Construction fund for civil airports                            36,262,303.33                                   44,049,512.00

Withholding income tax                                          17,237,385.96                                   17,811,520.19

Withholding operating Tax                                            715,315.42                                 10,218,405.79

Others                                                                12,524.02                                      8,702.89

Total                                                          168,132,279.57                                  170,115,170.97

 5.24. Interests payable
                                                                    2011.12.31                                   2010.12.31

 Interests on borrowings                                        8,048,176.38                                    9,656,528.23

 Total                                                          8,048,176.38                                    9,656,528.23

 5.25. Other payables

 5.25.1. Disclosure by age
 Age                                                                2011.12.31                                   2010.12.31

 Within 1 year                                                 93,969,022.74                               74,998,768.73

 Over 1 year                                                   67,777,605.67                               65,735,212.41

 Total                                                        161,746,628.41                              140,733,981.14

 5.25.2. Other payables owed to shareholders with 5% or more voting right during the reporting period
 Shareholder                             Nature of account             2011.12.31                2010.12.31

 SDA Group                               Operating balance            1,008,583.74            12,192,570.48

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

 Taikoo (Shandong) Aircraft
 Engineering Company Limited             Operating balance             245,400.00                245,400.00

 Shenzhen Airlines Co., Ltd.             Operating balance            1,850,144.00             1,083,308.00

 Total                                                              23,104,127.74             33,521,278.48

 5.25.3. Significant other payables aged over 1 year
 Name of company                           Amount             Age                    Reason for unsettlement



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                                                                                    Wet lease agreement in force, quality
  Air China                                  20,000,000.00      4 to 5 years                  margin pending settlement

  Total                                      20,000,000.00

   5.26. Non-current liaibilities due within one year

   5.26.1. Disclosure
                                                                                       2011.12.31                              2010.12.31

 Long-term borrowings due within one year                                          258,278,648.16                           371,061,574.72

 Long-term payables due within one year                                            207,290,340.48                           165,039,834.26

 Total                                                                             415,568,988.64                           536,101,408.98

 Less: Unrecognised financial lease expenditure                                     81,011,628.25                            59,333,529.93

 Total                                                                             384,557,360.39                           476,767,879.05

   5.26.2. Long-term borrowings due within one year

   ① Disclosure
                                                                                  2011.12.31                                  2010.12.31

  Secured loans (assets pledged)                                               258,278,648.16                          304,786,981.68

  Secured loans (rights on assets pledged)                                               0.00                             53,667,049.45

  Guaranteed loans                                                                       0.00                             12,607,543.59

  Total                                                                        258,278,648.16                          371,061,574.72

   ② Top five long-term borrowings due within one year
                                                                          2011.12.31                              2010.21.31
Lender               Start date      Expiry date     Currency         Origincal      Presentation             Origincal      Presentation
                                                                      currency          currency              currency          currency

BOC, Jinan Branch 15 Jul 2005        Step               USD     11,200,000.00         70,570,080.00                0.00                   0.00
                                     repayment
Minsheng Bank,       7 Apr 2005      Step               CNY     50,000,000.00         50,000,000.00                0.00                   0.00
Jinan Branch                         repayment
China Development                    Step
Bank, Shandong    11 Jul 2008        repayment          USD       6,600,000.00        41,585,940.00                0.00                   0.00
Branch
ICBC, Jinan          30 Jun 2009     Step               USD       4,000,000.00        25,203,600.00                0.00                   0.00
Dongjiao Branch                      repayment
Bank of
Communications,      30 May 2006     Step               CNY     17,700,000.00         17,700,000.00                0.00                   0.00
Jinan Tianqiao                       repayment
Branch

Total                                                                                205,059,620.00                                       0.00

   Note: Interest rates applicable to the borrowings listed above ranged from 1.4945% to 7.0500% as at December
   31st, 2011.

   5.26.3. No overdue borrowing remained unpaid as at December 31st, 2011.

   5.26.4. Long-term payables due within one year

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                                                                              Interest
 Leasor                              Term               Initial amount            rate            Interest           2011.12.31      Condition
                                                                                  (%)                                               for landing

                             June 2005 to June                                                                                           Asset
 CBD-lease Co., Ltd.               2020              1,440,000,000.00           7.473       62,342,379.93        112,186,557.02        pledged
 CALC Jian Zhao               August 2011 to                                                                                             Asset
 Limited                       August 2026             284,290,146.39           7.050       18,669,248.32         14,092,155.21        pledged

 Total                                               1,724,290,146.39                       81,011,628.25        126,278,712.23

   5.27. Long-term borrowings

   5.27.1. Disclosure
                                                                             2011.12.31                            2010.12.31

  Secured loans (assets pledged)                                         161,774,914.40                        141,288,880.48

  Secured loans (rights on assets pledged)                           2,301,107,100.91                         2,013,807,266.59

  Guaranteed loans                                                       544,127,623.23                       1,025,187,030.48

  Total                                                              3,007,009,638.54                         3,180,283,177.55

   5.27.2. Top five long-term borrowings
                                                                                 2011.12.31                             2010.21.31
Lender                 Start date      Expiry date    Currency               Origincal      Presentation            Origincal      Presentation
                                                                             currency          currency             currency          currency

ICBC, Jinan                            Step
Dongjiao Branch        30 Jun 2009     repayment        USD              26,491,654.64     166,921,266.72      30,491,654.64      201,937,081.18

                                       Step
BOC, Jinan Branch      21 Dec 2005     repayment        USD              26,213,260.00     165,167,129.93      26,213,260.00      173,602,557.00

                                       Step
BOC, Jinan Branch      19 Oct 2005     repayment        USD              24,315,798.60     153,211,415.40      26,071,798.00      172,665,696.62

Minsheng Bank,                         Step
Jinan Branch           7 Apr 2005      repayment        CNY          150,000,000.00        150,000,000.00     200,000,000.00      200,000,000.00

China Development
Bank, Shandong    9 Mar 2009           Step             USD              19,845,450.00     125,044,195.91      19,845,450.00      131,430,461.72
Branch                                 repayment

Total                                                                                      760,344,007.96                         879,635,796.52

   Note: Interest rates applicable to the borrowings listed above ranged from 1.4945% to 7.0500% as at December
   31st, 2011.

   5.28. Long-term payables

   5.28.1. Top five long-term payables
                                                                                                                                       Condition
Leasor                              Term                Initial amount     Interest rate           Interest           2011.12.31             for
                                                                                    (%)                                                  landing
                            June 2005 to June
CBD-lease Co., Ltd.               2020               1,440,000,000.00            7.473     250,546,565.19         751,002,964.49 Asset pledged

                             August 2011 to
CALC Jian Zhao Limited        August 2026             284,290,146.39             7.050     134,578,500.59         253,197,384.85 Asset pledged

Total                                                1,724,290,146.39                      385,125,065.78       1,004,200,349.34

   5.28.2. Long-term payables as at December 31st, 2011 were financial lease rentals payable.



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   5.29. Other non-current liabilities
                                                                                     2011.12.31                                       2010.12.31

  CRJ700 post-sale buy-back                                                                 0.00                                      695,774.11

  Designated subsidy for snow disaster                                             3,987,958.34                                     4,374,958.34

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

  PhoenixMiles Program                                                           127,562,137.01                                    53,304,246.55

  Desigated subsidy for IT construction                                           10,000,000.00                                               0.00

  Designated subsidy for civil aviation
  energy-saving program                                                           17,711,566.24                                    14,015,649.74

  Total                                                                          160,261,661.59                                    73,390,628.74

   5.29.1. Asset-related government grants
                                                               2010.12.31        Increase in year    Decrease in year                 2011.12.31

  Designated subsidy for snow disaster                      4,374,958.34                    0.00             387,000.00             3,987,958.34

  SMS fund                                                  1,000,000.00                    0.00                     0.00           1,000,000.00

  Desigated subsidy for IT construction                               0.00        10,000,000.00                      0.00          10,000,000.00

  Designated subsidy for civil aviation                   14,015,649.74            4,540,000.00              844,083.50            17,711,566.24
  energy-saving program

  Total                                                   19,390,608.08           14,540,000.00             1,231,083.50           32,699,524.58

   5.29.2. PhoenixMiles Program
                                                     2010.12.31       Increase in year   Decrease in year            2011.12.31

   PhoenixMiles Program                            53,304,246.55       80,542,474.93        6,284,584.46       127,562,137.01

   Total                                           53,304,246.55       80,542,474.93        6,284,584.46       127,562,137.01

   5.29.3. The balance of other non-current liabilities as at December 31st, 2011 increased for 1.18 times from that as
   at December 31st, 2010, mainly due to increased airmiles accrued within the PhoenexMiles Program.



   5.30. Share capital
                                                                              Movement in year                                 Unit: Shares
                                      2010.12.31     Share         Bonus     Shares converted from     Others       Subtotal            2011.12.31
                                                 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



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                                                                       Movement in year                             Unit: Shares
                                                   Share   Bonus      Shares converted from
                                    2010.12.31 allotment    issue         accumulated fund    Others     Subtotal            2011.12.31

Others                                     0.00     0.00    0.00                      0.00       0.00       0.00                        0.00

② Private placement of                    0.00     0.00    0.00                      0.00       0.00       0.00                        0.00
legal person‘s 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                 0.00     0.00    0.00                      0.00       0.00       0.00                        0.00
management
② Domestic shares in            140,000,000.00     0.00    0.00                      0.00       0.00       0.00         140,000,000.00
foreign currency

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                   0.00     0.00    0.00                      0.00       0.00       0.00                        0.00
imposed 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 Shares listed above has the face value of 1.00 per share.

   ②The 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.

   5.31. Capital reserves
                                             2010.12.31        Increase in year         Decrease in year                 2011.12.31

   Share premium                          76,258,081.68             2,861,005.87          11,500,805.01               67,618,282.54

   Other capital reserves                  7,792,081.16                     0.00                   0.00                 7,792,081.16

   Total                                  84,050,162.84             2,861,005.87          11,500,805.01               75,410,363.70

   Note: ① Capital reserves increase in year amounted to 2,861,005.87, mainly due to receipt compensation from
   SDA Group for below-expectation performance of Qingdao Feisheng. ② Capital reserves decrease in year
   amounted to 11,500,805.01, mainly due to the difference between the consideration paid to acquire minority
   interest of Qingdao Logistics and share of movement of the post-acquisition net assets of Qingdao Logistics.

   5.32. Surplus reserves
                                             2010.12.31        Increase in year         Decrease in year                 2011.12.31

   Statutory surplus reserves            122,944,754.89         76,469,266.86                      0.00              199,414,021.75

   Total                                 122,944,754.89         76,469,266.86                      0.00              199,414,021.75

   5.33. Undistributed profit


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 Shandong Airlines Co., Ltd.                                                                        Annual Report 2011


                                                                                               2011.12.31             2010.12.31

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

Add: Profits for the year                                                                 771,225,549.05          634,364,547.92

Add: Other transfers                                                                                 0.00                    0.00

Less: Statutory surplus reserve                                                             76,469,266.86          63,368,685.86

Less: Employee bonus and benefit fund                                                                0.00                    0.00

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                                                                  120,000,000.00           80,000,000.00

Less: Ordinary dividends converted to capital                                                        0.00                    0.00

Balance carried forward                                                                  1,374,420,534.36         799,664,252.17

 5.34. Operating revenue and operating costs

 5.34.1. Disclosure by classification
                                                                                           Y/e 2011.12.31         Y/e 2010.12.31

Principle operating revenue                                                              9,562,851,733.23        7,210,784,560.38

Other operating revenue                                                                    104,118,011.97          81,831,396.72

Total                                                                                    9,666,969,745.20        7,292,615,957.10

Principle operating costs                                                                7,256,886,850.82        5,482,183,711.49

Other operating costs                                                                        6,365,030.93           5,407,179.34

Total                                                                                    7,263,251,881.75        5,487,590,890.83

 5.34.2. Disclosure by operation
                                                 Y/e 2011.12.31                                 Y/e 2010.12.31
Operation
                                      Operating revenue            Operating costs   Operating revenue            Operating costs

Air transportation                    9,523,675,225.67            7,228,984,657.23   7,173,305,400.49            5,459,720,041.47

Cargo and logistics                        8,011,904.01              2,773,224.10       13,378,807.87               2,465,292.18

Hospitality                              23,081,379.95              21,850,046.48       25,414,051.87              20,815,817.17

Training                                 17,333,253.52                7,032,351.04        4,592,028.00              1,586,953.63

Rental                                      607,750.00                 117,469.97            88,110.26                       0.00

Other                                    94,260,232.05               2,494,132.93       75,837,558.61               3,002,786.38



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                                          Y/e 2011.12.31                                      Y/e 2010.12.31
Operation
                               Operating revenue            Operating costs        Operating revenue              Operating costs

Total                          9,666,969,745.20            7,263,251,881.75            7,292,615,957.10         5,487,590,890.83

 5.34.3. Operating revenue from top five customers
Customer                                                                  Operating revenue           % of total operating revenue

Customer 1                                                                    683,070,133.01                                 7.07

Customer 2                                                                     31,680,000.00                                 0.33

Customer 3                                                                      9,739,110.00                                 0.10

Customer 4                                                                      7,800,000.00                                 0.08

Customer 5                                                                      7,260,000.00                                 0.07

Total                                                                         739,549,243.01                                 7.65

 5.34.4. Operating revenue for the current year increased for 32.56% from that for the previous year, mainly due to
 fleet expansion, risen average ticket price, and increased number of onboard pessengers.

 5.34.5. Operating costs for the current year increased for 32.36% from that for the previous year, mainly due to
 risen air fuel price and increased costs resulted from business expansion.

 5.35. Operating tax and surcharges
                                                     Y/e 2011.12.31                      Y/e 2010.12.31                   Tax rate

Operating tax                                        285,290,624.53                      203,287,379.43                   3%, 5%

Urban maintenance and                                 19,969,488.56                         1,121,020.57                      7%
construction surcharge

Education surcharge                                   14,251,317.35                          800,728.98                   3%, 2%

Total                                                319,511,430.44                      205,209,128.98

 5.35.1. Operating tax and surcharges for the current year increased for 55.70% from that for the previous year,
 mainly due to increased tax liability recognised resulted from increased revenue.

 5.36. Sales expenses
                                                                      Y/e 2011.12.31                              Y/e 2010.12.31

Employment benefits payable                                           124,727,615.68                               79,594,030.14

Depreciation                                                            1,921,967.96                                 1,892,392.40

Travel expense                                                          3,409,904.23                                 3,301,618.46

Advertisement                                                          14,123,544.57                                 9,955,763.45

Brokerage fee                                                         337,884,885.04                              290,417,787.76

Electronic booking fee                                                 61,405,065.12                               55,399,914.32

Online payment charge                                                  16,886,185.15                                 9,043,151.60

Ticket printing cost                                                     568,807.44                                   417,667.00



                                                                                                                             92
 Shandong Airlines Co., Ltd.                                                              Annual Report 2011


                                                                Y/e 2011.12.31                        Y/e 2010.12.31

Rentals                                                          10,792,458.84                          8,738,843.59

System and network subscription                                   3,040,272.70                          3,742,452.53

BSP data processing fee                                           1,669,314.66                          1,559,369.18

Accommodation and catering expenses for transit
passengers
                                                                  2,632,475.90                          1,451,783.60

General expenses                                                  4,404,781.53                          3,869,607.58

Uniforms                                                          1,582,735.70                          1,223,500.75

Sales expense for annual subscription                            21,224,600.00                          3,891,500.00

Others                                                           15,291,564.03                          5,848,566.76

Total                                                           621,566,178.55                        480,347,949.12

 5.37. General and administrative expenses
                                                                Y/e 2011.12.31                        Y/e 2010.12.31

Employment benefits payable                                      98,767,664.24                         72,979,360.47

Depreciation                                                      6,191,904.84                          6,423,636.57

General expenses                                                  4,861,667.01                          4,179,326.89

Amortisation of intangible assets                                  804,633.81                             360,516.64

Amortisation of long-term deferred expenses                               0.00                            424,335.24

Taxes and surcharges                                              8,179,272.10                          6,835,211.03

Entertainment expense                                            13,820,381.31                         10,423,957.05

Pollution treatment cost                                          1,099,701.05                          1,146,850.00

Rentals                                                           9,961,104.37                          7,390,683.99

Research expense                                                  7,183,485.10                          2,054,276.20

Clearing system subscription                                      3,973,561.94                          3,079,512.95

System and network subscription                                    954,799.89                           1,629,499.60

Heating expense                                                   6,320,986.85                          2,768,846.57

Consultation fee                                                  2,120,237.43                            677,560.42

Others                                                           24,126,220.93                         16,092,240.00

Total                                                           188,365,620.87                        136,465,813.62

 5.37.1. General and administrative expenses for the current year increased for 38.03% from that for the previous
 year, mainly due to increased expenditure resulted from business expansion.

 5.38. Financial costs
                                                                Y/e 2011.12.31                        Y/e 2010.12.31


                                                                                                               93
 Shandong Airlines Co., Ltd.                                                                      Annual Report 2011



Interest expenses                                                  190,069,387.42                              209,880,622.29

Less: Interest income                                               10,138,950.37                                5,012,267.84

Exchange differences                                                -97,589,600.65                             -61,316,996.38

Bank charges and others                                               3,695,131.54                               6,964,564.29

Total                                                               86,035,967.94                              150,515,922.36

 5.38.1. Financial costs for the current year decreased for 42.84% from that for the previous year, mainly due to
 financial cost control and increased exchange differences resulted Yuan appreciation.
 5.39. Impairment loss on assets
                                                                    Y/e 2011.12.31                             Y/e 2010.12.31

Impairment provision for fixed assets                              193,810,080.67                                         0.00

Provision for bad debts                                               1,453,573.00                               1,163,320.01

Total                                                              195,263,653.67                                1,163,320.01

 5.39.1. Impairment loss on assets for the current year increased for 166.85 times from that for the previous year,
 mainly due to impairment provision for aircrafts and high-value rotables recognised during the current year.

 5.40. Gain from changes in fair value
Source of fair value change                                          Y/e 2011.12.31                            Y/e 2010.12.31

Interest rate swaps                                                  -11,436,367.72                             -2,050,999.86

HuiLiDa Contracts                                                      3,865,809.52                             -3,865,809.52

Total                                                                 -7,570,558.20                             -5,916,809.38

 5.41. Investment income

 5.41.1. Disclosure by classification
Classification                                                      Y/e 2011.12.31                             Y/e 2010.12.31

Investment arising from long-term equity
investments measure using the historical cost                        11,841,382.42                               1,235,391.15
convention
Investment arsing from holding of financial
assets held for trading                                              -3,291,906.49                              -2,955,503.33

Total                                                                 8,549,475.93                              -1,720,112.18

 5.41.2. Investment arising from long-term equity investments measured using the historical cost convention
Investee                                        Y/e 2011.12.31   Y/e 2010.12.31       Reason for change from the previous year

China Travelsky Technology Co., Ltd.              1,365,429.00     1,165,398.00                   Change of profit distribution

Sichuan Airlines Co., Ltd.                      10,000,000.00              0.00                   Change of profit distribution

Jinan International Airport Co., Ltd.              475,953.42        69,993.15                    Change of profit distribution

Total                                           11,841,382.42      1,235,391.15

 5.41.3. No investment income was imposed with limitation on remittance as at December 31st, 2011.


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 Shandong Airlines Co., Ltd.                                                                   Annual Report 2011


 5.41.4. Investement income for the current year increased for 5.97 times from that for the previous year, mainly
 due to profit distribution by investess.

 5.42. Non-operating income

 5.42.1. Disclosure by classfication
Classification                                       Y/e 2011.12.31        Y/e 2010.12.31        Recognised in profit or loss
                                                                                                        for the current year

Gains from disposals of non-current assets             7,721,097.44               7,642.69                     7,721,097.44

Including: Gains from disposals of fixed assets        7,721,097.44               7,642.69                     7,721,097.44

Government grants                                    21,698,008.50          16,013,518.70                     21,698,008.50

Airport-funded flight-route subsidy                  17,933,800.00           10,118,467.00                    17,933,800.00

Others                                                 8,256,642.58           2,872,615.50                     8,256,642.58

Total                                                55,609,548.52          29,012,243.89                     55,609,548.52

 5.42.2. Government grants
                                                  Y/e 2011.12.31      Y/e 2010.12.31                                    Note

                                                                                                             Subsidy granted
Subsidies for branch route aviation                 7,690,000.00        9,500,000.00            by the CAAC regional office
                                                                                                    for branch route aviation

Designated subsidy for snow disaster                 387,000.00          364,500.00          Amortisation of utilised subsidy

Designated subsidy for civil aviation                844,083.50          974,350.26          Amortisation of utilised subsidy
energy-saving program

Others                                            12,776,925.00         5,174,668.44              Air route subsidies granted
                                                                                                        by local governments

Total                                             21,698,008.50        16,013,518.70

 5.42.3. Non-operating income for the current year increased for 91.68% from that for the previous year, mainly
 due to increased government grants and airport-funded flight route subsidy.

 5.43. Non-operating expenses
Classification                                     Y/e 2011.12.31          Y/e 2010.12.31        Recognised in profit or loss
                                                                                                        for the current year

Total losses from disposals of non-current
assets                                              17,320,987.51             7,708,562.86                    17,320,987.51

Including: Losses from disposals of fixed
assets                                              17,320,987.51             7,708,562.86                    17,320,987.51

Charitable donations                                    17,000.00               61,175.00                          17,000.00

Fines                                                  805,456.51              300,224.97                        805,456.51

Others                                                 403,816.60               83,845.00                        403,816.60

Total                                               18,547,260.62             8,153,807.83                    18,547,260.62

 5.43.1. Non-operating expenses for the current year increased for 1.27 times from that for the previous year,
 mainly due to derecognition of the carrying amount of replaced engines upon completion of engine substantial
 maintenance..


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 Shandong Airlines Co., Ltd.                                                                              Annual Report 2011


 5.44. Corporate income tax expenses
Classification                                                                       Y/e 2011.12.31                        Y/e 2010.12.31

Current corporate income tax liability duely recognised                              366,233,479.64                        245,151,066.64

Adjustment of deferred coporate income tax assets/liabilities                       -105,989,734.29                        -35,181,907.39

Total                                                                                260,243,745.35                        209,969,159.25

 5.45. Computation of basic earnings per share and diluted earnings per share
                                                   Y/e 2011.12.31                           Y/e 2010.12.31
 Profit for the reporting period                   Basic              Diluted                Basic              Diluted
                                       earnings per share   earnings per share   earnings per share   earnings per share

 Profit attributable to ordinary
                                                     1.93                1.93                 1.59                 1.59
 shareholders of the Company

 Profit after adjustment for
 non-operating gain/loss
                                                     1.88                1.88                 1.56                 1.56
 attributable to ordinary
 shareholders of the Company

 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
 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

 5.46. Notes to the consolidated statement of cash flows

 5.46.1. Other cash receipts in relation to operating activities
                                                                                    Y/e 2011.12.31                         Y/e 2010.12.31



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 Shandong Airlines Co., Ltd.                                                          Annual Report 2011


                                                                   Y/e 2011.12.31                 Y/e 2010.12.31

Government grants received                                          27,316,925.00                  29,664,668.44

Interest income on bank deposits received                           11,548,478.50                   3,602,739.71

Cash receipt from non-operating income                              26,190,442.58                  12,991,082.50

Back letter deposit received                                                   0.00                26,935,875.00

Cash receipt from operating balances                                35,162,865.06                  23,830,516.63

Total                                                              100,218,711.14                  97,024,882.28

 5.46.2. Other cash payments in relation to operating activities
                                                                   Y/e 2011.12.31                 Y/e 2010.12.31
Cash payment for bank charges                                       20,581,316.69                  16,007,715.89

Cash payment for non-operating expenses                              1,226,273.11                     445,244.97

Cash payment to operating balances                                   7,611,441.52                  44,345,294.85

Cash payment for sales expenses and general and administrative
expenses                                                           152,971,873.37                  93,443,426.57

Security deposits paid                                                 500,000.00                           0.00

Total                                                              182,890,904.69                 154,241,682.28


 5.46.3. Other cash payments in relation to investing activities
                                                                   Y/e 2011.12.31                 Y/e 2010.12.31

Deposit for aircraft purchase                                                  0.00                12,947,378.50

Cash payment upon settlement of interest rate swaps                  3,291,906.49                   2,955,503.33

Total                                                                3,291,906.49                  15,902,881.83

 5.46.4. Other cash proceeds in relation to financing activities
                                                                   Y/e 2011.12.31                 Y/e 2010.12.31

Deposit for banker‘s acceptance received                           27,300,000.00                  11,459,417.00

Security deposit for borrowings received                           150,166,363.25                           0.00

Compensation for below-expectation performance received              2,861,005.87                           0.00

Total                                                              180,327,369.12                  11,459,417.00

 5.46.5. Other cash payments in relation to financing activities
                                                                   Y/e 2011.12.31                 Y/e 2010.12.31

Security deposit for borrowings paid                                           0.00                78,629,342.37

Cash payment for aircraft lease rental                             183,057,204.67                 214,050,202.14

Cash payment for acquisition of minority interest of subsidiary     24,510,000.00                           0.00

Total                                                              207,567,204.67                 292,679,544.51

 5.47. Supplementary information to the consolidated statement of cash flows

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 Shandong Airlines Co., Ltd.                                                                          Annual Report 2011


 5.47.1. Supplementary information to the consolidated statement of cash flows
                                                                                             Y/e 2011.12.31       Y/e 2010.12.31

(1) Cash flows adjusted from net profits

   Net profits                                                                               770,772,472.26       634,575,287.43

   Add: Impairment losses                                                                    195,263,653.67         1,163,320.01

   Add: Depreciation of non-current assets and productive biological assets and losses of
   fuel                                                                                      669,156,553.70       563,013,991.59

   Add: Amortisation of intangible assets                                                        934,030.49           748,706.68

   Add: Amortisation of long-term deferred expenses                                           45,733,261.80        42,636,918.25

   Add: Losses on disposals of non-current assets, intangible assets and long-term assets
   (minus sign representing gains)                                                             -7,721,097.44           -4,106.42

   Add: Losses arising from scrapping non-current assets (minus sign representing gains)      17,320,987.51         7,705,026.59

   Add: Losses arising from fair value changes (minus sign representing gains)                 7,570,558.20         5,916,809.38

   Add: Financial costs (minus sign representing income)                                      92,697,060.02       148,686,355.48

   Add: Investment losses (minus sign representing income)                                     -8,549,475.93        1,720,112.18

   Add: Decrease of deferred income tax assets (minus sign representing increase)           -103,667,022.63       -34,669,157.43

   Add: Increase of deferred income tax liabilities (minus sign representing decrease)         -2,322,711.66         -512,749.96

   Add: Decrease of inventories (minus sign representing increase)                            -38,483,530.73      -12,165,928.57

   Add: Decrease of operating accounts receivables (minus sign representing increase)          9,169,602.80       -68,957,632.45

   Add: Increase of operating accounts payables (minus sign representing decrease)           597,176,322.84       385,221,677.05

   Add: Others                                                                                         0.00                 0.00

   Net cash flows from operating activities                                                 2,245,050,664.90    1,675,078,629.81

(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                                                 267,289,540.06                 0.00

(3) Net change of cash and cash equivalents

   Cash carried forward                                                                      240,185,747.48       148,606,284.51

   Less: Cash brought forward                                                                148,606,284.51        49,333,429.81

   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                                                  91,579,462.97        99,272,854.70

 5.47.2. Composition of cash and cash equivalents

                                                                                                                           98
      Shandong Airlines Co., Ltd.                                                                                       Annual Report 2011


                                                                                                            Y/e 2011.12.31          Y/e 2010.12.31

    Ⅰ. Cash                                                                                                240,185,747.48          148,606,284.51

    Including: Cash on hand                                                                                       464,985.14              566,260.65

                 Bank deposit capable of immediate payments                                                 239,720,762.34          148,040,023.86

                 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                                                                240,185,747.48          148,606,284.51

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




      Note 6: Related parties and related party transaction
      6.1. Principle investor of the Company
                                                                                                   Shareholding    Voting right
                                  Type of          Place of          Legal          Nature of                                      Institution
Investor       Relationship                                                                              in the          in the
                               incorporation      registration   representative     business                                            code
                                                                                                      Compnay        Company

                                                                                   Investment

                                                                                       and
SDA              Largest      Limited liability                      MA,
                                                     Jinan                        management            42.00%         42.00%     61407164-7
Group          shareholder       company                          Chongxian
                                                                                      of air

                                                                                  transportation

             Second largest     Joint stock                        WANG,               Air
Air China                                           Beijing                                             22.80%         22.80%     71787100-6
               shareholder       company                          Changshun       transportation


      Note: SDA Group and Air China is the first and second largest shareholder of the Company respectively. Air
      China is the largest shareholder of SDA Group; Air China‘s shareholding and voting right in SDA Group is
      49.406% and 49.406% respectively. Both SDA Group and Air China exercise significant influence over the
      Company.

      6.2. Subsidiaries of the Company

      See Note 4 for details.

      6.3. Associates of the Company

      See Note 5.9 for details.

      6.4. Other related parties
    Related party                                                                 Relationship                                      Institution Code
    Taikoo (Shandong) Aircraft Engineering Company                 Controlled by principal investors of the
    Limited                                                                      Company                                                 70588297-1

                                                                   Controlled by principal investors of the
    Shandong XiangYu Air Technology Co., Ltd.                                    Company                                                  720736454

    Shandong Rainbow Commercial Jet Co., Ltd.                                      Associate                                                72497146


                                                                                                                                                 99
    Shandong Airlines Co., Ltd.                                                                                               Annual Report 2011


   Related party                                                                     Relationship                                          Institution Code

   Shenzhen Airlines Co., Ltd.                                       Controlled by principal investors of the                                   19221129-0
                                                                                   Company

   Air China Cargo Co., Ltd.                                         Controlled by principal investors of the                                   71093205-6
                                                                                   Company

   China National Aviation Finance Co., Ltd.                         Controlled by principal investors of the                                     10113699
                                                                                   Company
   Sichuan International Aero Engine Maintenance                     Controlled by principal investors of the                                   71188088-4
   Co., Ltd.                                                                       Company
   Aircraft Maintenance and Engineering Corporation                  Controlled by principal investors of the                                   62591162-1
   (Ameco Beijing)                                                                 Company

    6.5. Related party transaction

    6.5.1. Purchase of goods and services from related parties
                                                                                                      Y/e 2011.12.31                      Y/e 2010.12.31
                                                                                   Pricing                                    %                                  %
                                                   Type of          Subject
Related party                                                                     method and                       of trasaction                      of trasaction
                                                 transaction    of transaction                          Amount                             Amount
                                                                                  procedure                         of the same                        of the same
                                                                                                                            type                               type

Taikoo (Shandong) Aircraft Engineering            Purchase        Aircraft         Market
                                                                                                 95,242,721.31            17.94       78,337,964.62           16.75
Company Limited                                  of services     maintenance       price

                                                  Purchase       Office rental,    Market
SDA Group                                                                                        18,831,262.82            38.77       11,804,053.41           28.98
                                                 of services   food and housing    price

                                                  Purchase                         Market
Shandong XiangYu Air Technology Co., Ltd.                          Repair                        33,646,853.93             6.34       29,942,894.08            6.40
                                                 of services                       price

                                                  Purchase                         Market
Qingdao Feisheng                                                   Training                                 0.00           0.00        4,211,763.00            5.56
                                                 of services                       price

Aircraft Maintenance and Engineering              Purchase                         Market
                                                                 Maintenance                     14,016,265.65             2.64                0.00            0.00
Corporation (Ameco Beijing)                      of services                       price

                                                  Purchase                         Market
Shenzhen Airlines Co., Ltd.                                        Training                         1,332,744.00           7.77        3,408,580.00            4.50
                                                 of services                       price

                                                  Purchase                         Market
Air China                                                      Ground service                    11,365,926.74             1.37       14,118,424.93            2.14
                                                 of services                       price

                                                  Purchase                         Market
Air China                                                        Maintenance                         534,348.24            0.10                0.00            0.00
                                                 of services                       price

                                                  Purchase                         Market
Air China Cargo Co., Ltd.                                      Ground service                       2,502,943.35           0.30        2,193,175.76            0.33
                                                 of services                       price

Sichuan International Aero Engine Maintenance     Purchase                         Market
                                                                 Maintenance                     49,122,192.42             9.25       27,036,322.41            5.78
Co., Ltd.                                        of services                       price

Total                                                                                           226,595,258.46                     171,053,178.21


    6.5.2. Sales goods and services to related parties
                                                                                                      Y/e 2011.12.31                      Y/e 2010.12.31
                                                                                   Pricing                                    %                                  %
                                                  Type of           Subject
Related party                                                                     method and                       of trasaction                      of trasaction
                                                transaction     of transaction                          Amount                             Amount
                                                                                  procedure                         of the same                        of the same
                                                                                                                            type                               type

                                                Rendering of                         By
Air China                                                          Services                      12,565,524.20            88.26       13,000,000.00           76.70
                                                  services                        agreement

Total                                                                                            12,565,524.20                        13,000,000.00


    6.5.3. Guarantee among relatied parties
  Guarantor                   Guarantee                  Guaranteed balance                    Start date               Expiry date             Performance
                                                                                                                                                 completion



                                                                                                                                                        100
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Guarantor            Guarantee     Guaranteed balance          Start date        Expiry date        Performance
                                                                                                     completion

SDA Group            The Company       42,629,495.06    31 May 2007         28 Mar 2022                      No

SDA Group            The Company      113,131,525.34     2 Jul 2007         28 Mar 2022                      No

SDA Group            The Company       23,627,114.82    1 Aug 2007          28 Mar 2022                      No

SDA Group            The Company       93,939,488.01    28 Sep 2007         28 Mar 2022                      No

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

SDA Group            The Company         2,200,000.00   5 Jun 2008          17 Dec 2018                      No

SDA Group            The Company         2,100,000.00   18 Jun 2008         17 Dec 2018                      No

SDA Group            The Company      123,000,000.00    19 Jun 2008         17 Dec 2018                      No

SDA Group            The Company       13,500,000.00     1 Jul 2008         17 Dec 2018                      No

SDA Group            The Company       30,000,000.00    19 Aug 2008         17 Dec 2018                      No

SDA Group            The Company         2,268,893.85   10 Feb 2011         10 Feb 2012                      No

SDA Group            The Company         1,101,397.32   10 Feb 2011         10 Feb 2012                      No

SDA Group            The Company         2,331,333.00   14 Feb 2011         14 Feb 2012                      No

SDA Group            The Company         1,101,397.32   16 Feb 2011         16 Feb 2012                      No

SDA Group            The Company         1,984,783.50   16 Feb 2011         16 Feb 2012                      No

SDA Group            The Company         1,984,783.50   17 Feb 2011         16 Feb 2012                      No

SDA Group            The Company       76,710,622.10    22 Feb 2011         22 Feb 2012                      No

SDA Group            The Company         2,201,915.03   22 Feb 2011         22 Feb 2012                      No

SDA Group            The Company         1,101,397.32   23 Feb 2011         23 Feb 2012                      No

SDA Group            The Company         2,268,893.85   24 Feb 2011         24 Feb 2012                      No

SDA Group            The Company         2,296,476.23   24 Feb 2011         24 Feb 2012                      No

SDA Group            The Company         2,453,337.33   24 Feb 2011         24 Feb 2012                      No

SDA Group            The Company         2,161,492.68   28 Feb 2011         28 Feb 2012                      No

SDA Group            The Company         2,331,333.00   28 Feb 2011         28 Feb 2012                      No

SDA Group            The Company         1,108,958.40   28 Feb 2011         28 Feb 2012                      No

SDA Group            The Company         2,201,915.03   28 Feb 2011         28 Feb 2012                      No

SDA Group            The Company       51,775,755.48    1 Mar 2011          29 Feb 2012                      No

SDA Group            The Company         2,205,315.00    1 Mar 2011         29 Feb 2012                      No

SDA Group            The Company         1,101,397.32    1 Mar 2011         29 Feb 2012                      No



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 Guarantor               Guarantee                     Guaranteed balance                Start date              Expiry date              Performance
                                                                                                                                           completion

 SDA Group               The Company                         2,205,315.00          1 Mar 2011             29 Feb 2012                                 No

 SDA Group               The Company                         2,449,570.65          1 Mar 2011             29 Feb 2012                                 No

 SDA Group               The Company                         2,455,797.20          1 Mar 2011             29 Feb 2012                                 No

 SDA Group               The Company                         1,101,397.32         7 Mar 2011              6 Mar 2012                                  No

 SDA Group               The Company                         2,268,893.85          9 Mar 2011             8 Mar 2012                                  No

 SDA Group               The Company                         2,247,299.79          9 Mar 2011             8 Mar 2012                                  No

 SDA Group               The Company                       45,350,910.48          21 Jul 2011             20 Jul 2012                                 No

 SDA Group               The Company                       98,865,657.65          3 Aug 2011              2 Aug 2012                                  No

                         Total                            861,763,862.43

  6.5.4. Lending among related parties
 Related party                                                           Amount            Start date             Expirty date                       Note

 Lender

 China National Aviation Finance Co., Ltd.                     50,000,000.00              25.7.2011                 20.7.2012

 China National Aviation Finance Co., Ltd.                     50,000,000.00              27.7.2011                 27.7.2012

 China National Aviation Finance Co., Ltd.                     50,000,000.00              16.8.2011                 16.8.2012

 China National Aviation Finance Co., Ltd.                     50,000,000.00              23.8.2011                 23.8.2012

 China National Aviation Finance Co., Ltd.                     50,000,000.00              30.8.2011                 30.8.2012

 Total                                                        250,000,000.00




  6.5.5. Asset transferred among related parties
                                                                                                Y/e 2011.12.31                     Y/e 2010.12.31
                                         Subject of          Type of         Pricing                              % of                                % of
Related party                                                                                                trasaction                          trasaction
                                        transaction        transaction       method             Amount                             Amount
                                                                                                           of the same                         of the same
                                                                                                                   type                                type

                                        Airborne
Shandong XiangYu Air Technology Co.,                          Sales             By
                                       materials and                                       4,598,783.00          100.00        3,851,850.53          100.00
Ltd.                                                        of goods        agreement
                                       equipments

Total                                                                                      4,598,783.00                        3,851,850.53


  6.5.6. Lease among related parties
                                                                                                Y/e 2011.12.31                     Y/e 2010.12.31
                                         Subject of          Type of         Pricing                              % of                                % of
Related party                                                                                                trasaction                          trasaction
                                        transaction        transaction       method             Amount                             Amount
                                                                                                           of the same                         of the same
                                                                                                                   type                                type

                                                                               By
Air China                                 Engine             Lease                        10,418,918.18           31.42                0.00            0.00
                                                                            agreement


                                                                                                                                                    102
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                                                                                                     Y/e 2011.12.31                          Y/e 2010.12.31
                                       Subject of       Type of               Pricing                                      % of                                   % of
Related party                                                                                                         trasaction                             trasaction
                                      transaction     transaction             method                 Amount                                  Amount
                                                                                                                    of the same                            of the same
                                                                                                                            type                                   type

                                                                              By
Air China                                Simulator       Lease                                   3,286,500.00           100.00                   0.00             0.00
                                                                           agreement

Total                                                                                          13,705,418.18                                     0.00


   6.5.7. Other related party transaction
                                                                                         Y/e 2011.12.31                     Y/e 2010.12.31
                                                                                                          % of                                 % of
Related party                      Pricing method    Subject of transaction                          trasaction                           trasaction
                                                                                         Amount                             Amount
                                                                                                         of the                               of the
                                                                                                     same type                            same type

Air China                           By agreement           Wet lease              659,331,863.00          100.00      637,573,253.00         100.00


SDA Group                           By agreement           Guarantee                    240,000.00        100.00        1,445,100.00         100.00


SDA Group                           By agreement      Purchase of assets            1,482,899.66            0.15                   0.00         0.00

                                                      Airborne materials
Shandong XiangYu Air Technology
                                    By agreement       and equipments               2,369,193.93          100.00                   0.00         0.00
Co., Ltd.
                                                       repair agenting

Air China                           By agreement           Code-share              11,172,745.81          100.00       14,985,479.03         100.00


Air China Cargo Co., Ltd.           By agreement           Code-share               3,006,710.77          100.00        4,489,317.15         100.00


Total                                                                             677,603,413.17                      658,493,149.18


   6.6. Accounts balance due from and to related parties

   6.6.1. Accounts balance due from and to related parties
 Account                     Related party                                                                         2011.12.31                           2010.12.31

 Accounts receivable

                             Air China                                                                       54,247,936.00                         66,366,844.88

                             Shenzhen Airlines Co., Ltd.                                                        1,849,400.00                           1,849,400.00

                             Air China Cargo Co., Ltd.                                                          3,762,274.92                           3,275,079.39

 Total                                                                                                      59,859,610.92                          71,491,324.27

 Advances to suppliers

                             Shandong XiangYu Air Technology Co., Ltd.                                          4,511,590.60                           1,918,266.76

 Total                                                                                                          4,511,590.60                           1,918,266.76

 Other receivables

                             Air China                                                                      13,859,769.26                          40,503,711.76

                             Shandong XiangYu Air Technology Co., Ltd.                                                    0.00                         3,864,597.95

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




                                                                                                                                                              103
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Account                   Related party                                                          2011.12.31                    2010.12.31

Total                                                                                      122,911,486.91                  153,420,027.36

Accounts payable
                          Aircraft    Maintenance     and      Engineering
                          Corporation (Ameco Beijing)                                           3,825,794.45                          0.00

                          Sichuan International Aero Engine Maintenance
                          Co., Ltd.                                                             8,835,970.40                          000

                          Air China                                                             7,735,879.32                 3,437,689.95

                          Taikoo (Shandong) Aircraft Engineering                               23,072,537.89                27,829,926.58
                          Company Limited

                          Air China Cargo Co., Ltd.                                              417,427.64                    414,307.39

Total                                                                                          43,887,609.70                31,681,923.92

Other payables

                          Air China                                                            20,000,000.00                20,000,000.00

                          SDA Group                                                             1,008,583.74                12,192,570.48

                          Taikoo (Shandong) Aircraft Engineering                                 245,400.00                    245,400.00
                          Company Limited

                          Shenzhen Airlines Co., Ltd.                                           1,850,144.00                 1,083,308.00

Total                                                                                          23,104,127.74                33,521,278.48




 Note 7: Contingencies
 No contingency was subject to disclosure as at December 31st, 2011.




 Note 8: Commitments
 8.1. Commitments of which performance in progress as at December 31st, 2011
                                                                             2011.12.31
                                                                                000
                                  Within 1 year          1 to 2 years           2 to 3 years          Over 3 years                  Total

 Operating lease                      597,506.81         552,070.63             535,458.93            2,474,462.01          4,159,498.38

 Capital commitments              1,239,617.71          2,161,284.87          1,767,028.90            2,736,488.53          7,904,420.01

 Total                            1,837,124.52          2,713,355.50          2,302,487.83            5,210,950.54         12,063,918.39




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 Note 9: Post-balance-sheet-date events
 As provided by the Profit Distribution Proposal (利润分配预案) approved by the 6th Meeting of the 4th Term of
 Boad of Directors on March 21st, 2012, a cash dividend of CNY4.00 (including tax) per 10 shares for the 400
 million shares as at December 31st, 2011 was declared.



 Note 10: Other significant issues
 10.1. Assets and liabilities measured by fair value
                                                   Gain or loss from        Cumulative           Impairment
                                                              change             change            provision
                                      2010.12.31        in fair value      in fair value   recognised during            2011.12.31
                                                   during the current     recognised in      the current year
                                                                 year    capital reserve
 Financial assets

 Financial derivatives              9,290,846.62      -9,290,846.62                0.00                 0.00                   0.00

 Subtotal                           9,290,846.62      -9,290,846.62                0.00                 0.00                   0.00

 Financial liabilities

 Financial derivative               3,865,809.52      -1,720,288.42                0.00                 0.00           2,145,521.10

 Subtotal                           3,865,809.52      -1,720,288.42                0.00                 0.00           2,145,521.10

 10.2. Financial assets and financial liabilities denominated in foregn currency
                                                   Gain or loss from        Cumulative           Impairment
                                                              change             change            provision
                                      2010.12.31        in fair value      in fair value   recognised during            2011.12.31
                                                   during the current     recognised in      the current year
                                                                 year    capital reserve
 Financial assets

 Financial derivatives              9,290,846.62      -9,290,846.62                0.00                 0.00                   0.00

 Subtotal                           9,290,846.62      -9,290,846.62                0.00                 0.00                   0.00

 Financial liabilities

 Financial derivative               3,865,809.52      -1,720,288.42                0.00                 0.00           2,145,521.10

 Subtotal                           3,865,809.52      -1,720,288.42                0.00                 0.00           2,145,521.10

 Note 11: Notes to the main elements of the separate financial statements
 11.1. Accounts receivable

 11.1.1. Disclosure by classification
                                                                         2011.12.31
Classification                                         Book value                      Provision for bad debts
                                                     Amount     Proportion(%)             Amount       Proportion(%)

Accounts receivable of individual
significance                                  133,831,501.87            73.71                 0.00              0.00

Categorised accounts receivable:

Categorisation by nature of receivables        47,744,614.85            26.29         2,387,230.74              5.00



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                                                                           2011.12.31
Classification                                           Book value                        Provision for bad debts
                                                       Amount     Proportion(%)               Amount       Proportion(%)

Subtotal of category                             47,744,614.85                 26.29      2,387,230.74                   5.00

Accounts receivable of individual
insignificance subject to individual                         0.00               0.00                0.00                 0.00
assessment for impairment

Total                                           181,576,116.72                100.00      2,387,230.74                   1.31
 (continued)
                                                                            2010.12.31
Classification                                            Book value                   Provision for bad debts
                                                        Amount     Proportion(%)          Amount       Proportion(%)

Accounts receivable of individual                159,361,519.11                85.10                0.00                 0.00
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

 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 receivables              47,744,614.85                      5.00                 2,387,230.74

 Total                                                47,744,614.85                      5.00                 2,387,230.74

 11.1.2. Accounts receivable of individual significance subject to individual assessment for impairment:
 Content                                     Book value          Provision for bad       Proportion (%)             Reason for provision
                                                                             debts

 Air China                                 54,247,936.00                     0.00                    0.00        Individually assessed as
                                                                                                                           non-impaired

 BSP                                       49,694,136.64                     0.00                    0.00        Individually assessed as
                                                                                                                           non-impaired

 CAAC Settlement Centre                    29,889,429.23                     0.00                    0.00        Individually assessed as
                                                                                                                           non-impaired

 Total                                     133,831,501.87                    0.00                    0.00

 11.1.3. Accounts receivables owed by shareholders with 5% or more voting right during the reporting period
                                                      2011.12.31                                            2010.12.31
 Shareholder                                                        Provision for bad
                                                  Amount                                              Amount      Provision for bad debts
                                                                                debts

 Air China                                  54,247,936.00                       0.00             66,366,844.88                      0.00




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 Shandong Airlines Co., Ltd.                                                                                     Annual Report 2011


                                                        2011.12.31                                             2010.12.31
 Shareholder                                                         Provision for bad
                                                    Amount                       debts                   Amount       Provision for bad debts

 Total                                         54,247,936.00                      0.00           66,366,844.88                            0.00

 11.1.4. Top five accounts receivable
                                     Relationship with                                                               Nature          % of total
 Name of company                      the Company                       Amount                 Age               of account            accounts
                                                                                                                                     receivable

 Air China                             Related party              54,247,936.00       Within 1 year            Mixed lease,              29.88
                                                                                                                Code-share

 BSP                                 Non-related party            49,694,136.64       Within 1 year              Settlement              27.37

                                                                                                                 Differrence
 CAAC Settlement Centre              Non-related party            29,889,429.23       Within 1 year               settlement             16.46

 China Post, Jinan                   Non-related party             4,380,569.48       Within 1 year            Cabin charter              2.41

 Air China Cargo Co., Ltd.             Related party               3,762,274.92       Within 1 year              Code-share               2.07

 Total                                                           141,974,346.27                                                          78.19

 11.1.5. Accounts receivables owed by related parties
                                                                                                                          % of total accounts
 Name of company                                  Relationship with the Company                           Amount                   receivable

 Air China                                      Principal investor of the Company                54,247,936.00                           29.88

 Air China Cargo Co., Ltd.                 Controlled by principal investors of the                   3,762,274.92                        2.07
                                                         Company

 Qingdao Logistics                                  Wholly-owned subsidiary                           1,494,350.00                        0.82

 Total                                                                                           59,504,560.92                           32.77

 11.2. Other receivables

 11.2.1. Disclosure by classification
                                                                                  2011.12.31
Classification                                                   Book value                  Provision for bad debts
                                                               Amount    Proportion(%)          Amount      Proportion(%)

Other receivables of individual significance         168,048,800.93                53.15   109,051,717.65                   64.89

Categorised other receivables:

Categorisation by nature of receivables                67,223,638.48               21.26     3,361,181.92                     5.00

Subtotal of category                                   67,223,638.48               21.26     3,361,181.92                     5.00

Other receivables of individual insignificance         80,903,554.97               25.59                0.00                  0.00
subject to individual assessment for impairment

Total                                                316,175,994.38               100.00   112,412,899.57                   35.55
 (continued)
                                                                                  2010.12.31
Classification                                                   Book value                  Provision for bad debts
                                                               Amount    Proportion(%)          Amount      Proportion(%)

Other receivables of individual significance         228,578,538.56                67.92   109,051,717.65                   47.71



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                                                                              2010.12.31
Classification                                               Book value                  Provision for bad debts
                                                           Amount    Proportion(%)          Amount      Proportion(%)

Categorised other receivables:

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 receivables of individual insignificance
subject to individual assessment for impairment      64,955,587.90            19.30                   0.00                0.00

Total                                               336,547,831.35           100.00     111,202,402.89                   33.04

 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 receivables              67,223,638.48                          5.00                3,361,181.92

 Total                                                67,223,638.48                          5.00                3,361,181.92

 11.2.2. Other receivables of individual significance subject to individual assessment for impairment:
 Content                                                 Book value    Provision for bad            Proportion         Reason for provision
                                                                                   debts                  (%)

 Shandong Rainbow Commercial Jet Co.,                                                                               Individually assessed as
 Ltd.                                                109,051,717.65      109,051,717.65                100.00                  uncollectable
                                                                                                                    Individually assessed as
 CBD-leasing Co., Ltd.                                41,354,563.28                   0.00               0.00                 non-impaired
                                                                                                                    Individually assessed as
 Singapore Aircraft Leasing Enterprise                17,642,520.00                   0.00               0.00                 non-impaired

 Total                                               168,048,800.93      109,051,717.65                 64.89




 11.2.3. Other receivables of individual insignificance subject to individual assessment for impairment:
                                                                Provision for bad
 Content                                          Book value                debts            Proportion (%)            Reason for provision


 Air China                                  13,859,769.26                   0.00                       0.00         Individually assessed as
                                                                                                                              non-impaired
 Beijing LaiFuTe Technology                 12,658,829.43                   0.00                       0.00         Individually assessed as
 Development Co., Ltd.                                                                                                        non-impaired
 Aviation Captial Group                     11,426,518.83                   0.00                       0.00         Individually assessed as
 Corporation                                                                                                                  non-impaired
 Babcock &Brown Aircraft                    9,325,332.00                   0.00                       0.00         Individually assessed as
 Managment LLC                                                                                                                non-impaired
 Rainier Aircraft Leasing(Ireland)            8,411,701.50                  0.00                       0.00         Individually assessed as
 Limited                                                                                                                      non-impaired



                                                                                                                                       108
Shandong Airlines Co., Ltd.                                                                                     Annual Report 2011


Content                                         Book value        Provision for bad           Proportion (%)            Reason for provision
                                                                              debts

                                                                                                                     Individually assessed as
KuqiQian Telephone Payment                    7,681,177.00                     0.00                    0.00                    non-impaired
Aerdragon Aviation Partners                                                                                          Individually assessed as
Limited                                       4,322,417.40                     0.00                    0.00                    non-impaired
Rainier Aircraft Leasing(Ireland)                                                                                    Individually assessed as
Limited                                       4,245,297.00                     0.00                    0.00                    non-impaired
                                                                                                                     Individually assessed as
Pacific Brihar Corporation Limited            3,326,875.20                     0.00                    0.00                    non-impaired
China Merchants Bank Phone                                                                                           Individually assessed as
Payment                                       2,094,297.00                     0.00                    0.00                    non-impaired
                                                                                                                     Individually assessed as
HuiFuTianXia Phone Payment                    1,273,565.00                     0.00                    0.00                    non-impaired
                                                                                                                     Individually assessed as
Shannon Engine Support LTD                         787,612.50                  0.00                    0.00                    non-impaired
GSI Engine Beta Limited                                                                                              Individually assessed as
Partnership                                        689,948.55                  0.00                    0.00                    non-impaired
MTU Maintenance                                                                                                      Individually assessed as
Berlin-Brandenburg Gmbh                            630,090.00                  0.00                    0.00                    non-impaired
                                                                                                                     Individually assessed as
WEST ENGINE FUNDING LLC                            170,124.30                  0.00                    0.00                    non-impaired

Total                                        80,903,554.97                     0.00                    0.00

11.2.4. Other receivables owed by shareholders with 5% or more voting right during the reporting period
                                                        2011.12.31                                             2010.12.31
Shareholder                                                          Provision for bad                                      Provision for bad
                                                     Amount                                              Amount
                                                                                 debts                                                  debts

Air China                                   13,859,769.26                         0.00              40,503,711.76                        0.00

Total                                       13,859,769.26                         0.00              40,503,711.76                        0.00

11.2.5. Top five other receivables
                                    Relationship
Name of company                       with the                  Amount            Nature of                    Age           % of total other
                                     Company                                       account                                       receivables

Shandong Rainbow                                                                 Operating
Commercial Jet Co., Ltd.            Related party        109,051,717.65           balance             4 to 8 years                     34.49

                                     Non-related
CBD-leasing Co., Ltd.                  party               41,354,563.28           Deposit           Over 5 years                      13.08

Singapore Aircraft Leasing           Non-related
Enterprise                             party               17,642,520.00           Deposit           Over 4 years                       5.58

                                     Non-related
Rockwell Collins                       party               14,368,919.81           Deposit          Within 1 year                       4.55

Air China                           Related party          13,859,769.26           Deposit          Within 1 year                       4.38

Total                                                    196,277,490.00                                                                62.08

11.2.6. Other receivables owed by related parties
                                                                                                                             % of total other
Name of company                             Relationship with the Company                                Amount                  receivables

Air China                                 Principal investor of the Company                        13,859,769.26                        4.38

Qingdao Logistics                              Wholly-owned subsidiary                             11,816,152.60                        3.74


                                                                                                                                        109
    Shandong Airlines Co., Ltd.                                                                                    Annual Report 2011


                                                                                                                                   % of total other
   Name of company                          Relationship with the Company                                    Amount                    receivables

   Qingdao Feisheng                           Wholly-owned subsidiary                                    3,717,575.10                              1.18

   Shandong Rainbow Commercial
   Jet Co., Ltd.                                      Associate                                      109,051,717.65                               34.49

   Total                                                                                             138,445,214.61                               43.79

    11.3. Long-term equity investments

    11.3.1. Disclosure by classification
                                                                                                                                                  Reason for
                                                                                                   Shareholding           Voting right disagreement between
Investee                                            Measurement            Cost of investment
                                                                                                            (%)                   (%)       shareholding and
                                                                                                                                                 voting right

                                                    Historical cost
Qingdao Logistics                                                              48,323,205.97              100.00               100.00          No disagreement
                                                     convention

                                                    Historical cost
China Travelsky Technology Co., Ltd.                                            6,690,000.00                0.45                 0.45          No disagreement
                                                     convention

                                                    Historical cost
Sichuan Airlines Co., Ltd.                                                     35,000,000.00               10.00                10.00          No disagreement
                                                     convention

                                                    Historical cost
Jinan International Airport Co., Ltd.                                          46,662,100.00                2.53                 2.53          No disagreement
                                                     convention

                                                    Historical cost
Qingdao Feisheng                                                               57,677,479.46              100.00               100.00          No disagreement
                                                     convention

Shandong Rainbow Commercial Jet Co., Ltd.           Equity method              22,500,000.00               45.00                45.00          No disagreement


Total                                                                         216,852,785.43

    (continued)
                                                                                                                               Impairment
                                                                         Movement                           Impairment            provision
Investee                                            2010.12.31                              2011.12.31                                           Cash dividend
                                                                           in year                            provision         recognised
                                                                                                                                    in year

Qingdao Logistics                                 23,813,205.97       24,510,000.00      48,323,205.97             0.00                 0.00              0.00

China Travelsky Technology Co., Ltd.               6,690,000.00                0.00       6,690,000.00             0.00                 0.00      1,365,429.00


Sichuan Airlines Co., Ltd.                        35,000,000.00                0.00      35,000,000.00             0.00                 0.00     10,000,000.00

Jinan International Airport Co., Ltd.             46,662,100.00                0.00      46,662,100.00             0.00                 0.00        475,953.42

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


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


Total                                            192,342,785.43       24,510,000.00     216,852,785.43    22,500,000.00                 0.00     11,841,382.42


    11.4. Operating revenue and operating costs

    11.4.1. Disclosure by classification
                                                                                      Y/e 2011.12.31                                 Y/e 2010.12.31

  Principle operating revenue                                                     9,542,640,118.55                                 7,202,653,930.01

  Other operating revenue                                                             104,109,326.47                                    81,820,139.22

  Total                                                                           9,646,749,445.02                                 7,284,474,069.23



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                                                                                 Y/e 2011.12.31                             Y/e 2010.12.31

Principle operating costs                                                      7,251,657,817.11                            5,479,055,497.83

Other operating costs                                                              6,365,030.93                                5,407,179.34

Total                                                                          7,258,022,848.04                            5,484,462,677.17

 11.4.2. Disclosure by operation
                                                  Y/e 2011.12.31                                          Y/e 2010.12.31
Operation
                                       Operating revenue            Operating costs            Operating revenue            Operating costs

Air transportation                     9,523,675,225.67            7,228,984,657.23             7,179,220,348.49           5,459,720,041.47

Hospitality                               23,081,379.95               21,850,046.48                25,414,051.87             20,815,817.17

Training                                    5,124,857.35               4,576,541.43                 3,914,000.00                924,032.15

Rental                                       607,750.00                    117,469.97                   88,110.26                      0.00

Other                                     94,260,232.05                2,494,132.93                75,837,558.61               3,002,786.38

Total                                  9,646,749,445.02            7,258,022,848.04             7,284,474,069.23           5,484,462,677.17

 11.4.3. Operating revenue from top five customers
Customer                                                                         Operating revenue              % of total operating revenue

Customer 1                                                                         683,070,133.01                                      7.08

Customer 2                                                                          31,680,000.00                                      0.33

Customer 3                                                                              9,739,110.00                                   0.10

Customer 4                                                                              7,800,000.00                                   0.08

Customer 5                                                                              7,260,000.00                                   0.08

Total                                                                              739,549,243.01                                      7.67




 11.5. Investment income

 11.5.1. Disclosure by classification
Classification                                                                      Y/e 2011.12.31                          Y/e 2010.12.31
Investment arising from long-term equity investments
measure using the historical cost convention                                          11,841,382.42                            1,235,391.15

Investment arsing from holding of financial assets held
for trading                                                                             -3,291,906.49                         -2,955,503.33

Total                                                                                   8,549,475.93                          -1,720,112.18

 11.5.2. Investment arising from long-term equity investments measured using the historical cost convention
                                                                                                        Reason for change from the previous
Investee                                                   Y/e2011.12.31            Y/e2010.12.31                                      year

China Travelsky Technology Co., Ltd.                        1,365,429.00                1,165,398.00           Change of profit distribution



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Sichuan Airlines Co., Ltd.                                10,000,000.00                        0.00            Change of profit distribution

Jinan International Airport Co., Ltd.                          475,953.42                 69,993.15            Change of profit distribution

Total                                                     11,841,382.42               1,235,391.15

 11.5.3. No investment income was imposed with limitation on remittance as at December 31st, 2011.

 11.6. Supplementary information to the separate statement of cash flows
                                                                                                      Y/e 2011.12.31        Y/e 2010.12.31

(1) Cash flows adjusted from net profits

    Net profits                                                                                       764,692,668.58        633,686,858.58

    Add: Impairment losses                                                                            196,012,449.21            939,702.80

    Add: Depreciation of non-current assets and productive biological assets and losses of            663,583,520.35        561,748,970.27
    fuel

    Add: Amortisation of intangible assets                                                                899,374.64            714,050.73

    Add: Amortisation of long-term deferred expenses                                                   45,575,668.37         42,512,979.36

    Add: Losses on disposals of non-current assets, intangible assets and long-term assets              -7,721,097.44             -4,106.42
    (minus sign representing gains)

    Add: Losses arising from scrapping non-current assets (minus sign representing gains)              17,320,987.51          7,619,454.74

    Add: Losses arising from fair value changes (minus sign representing gains)                          7,570,558.20         5,916,809.38

    Add: Financial costs (minus sign representing income)                                              91,953,090.03        148,529,818.13

    Add: Investment losses (minus sign representing income)                                             -8,549,475.93         1,720,112.18

    Add: Decrease of deferred income tax assets (minus sign representing increase)                    -103,658,330.62       -34,613,253.12

    Add: Increase of deferred income tax liabilities (minus sign representing decrease)                 -2,322,711.66          -512,749.96

    Add: Decrease of inventories (minus sign representing increase)                                    -38,483,530.73       -12,165,928.57

    Add: Decrease of operating accounts receivables (minus sign representing increase)                  -5,550,239.08       -76,890,676.84

    Add: Increase of operating accounts payables (minus sign representing decrease)                   598,979,306.30        392,661,666.17

    Add: Others                                                                                                 0.00                   0.00

    Net cash flows from operating activities                                                      2,220,302,237.73        1,671,863,707.43

(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                                                         267,289,540.06                   0.00

(3) Net change of cash and cash equivalents

    Cash carried forward                                                                              235,921,301.34        143,930,783.00




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Shandong Airlines Co., Ltd.                                                                                          Annual Report 2011


                                                                                                        Y/e 2011.12.31            Y/e 2010.12.31

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

   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                                                             91,990,518.34           108,849,106.05




Note 12: Supplementary information
12.1. Details of non-operating gain or loss for the current reporting period
                                                                                                          Amount                              Note

Gains from disposals of non-current assets after expending impairment provisions                     -9,599,890.07


Exceeded-authority approved, non-official approved or accidental tax repayment and relief                    0.00

Government grants recognised through profit or loss for the current reporting period,
excluding grants which are closely related to the Company‘s operating activities and of which                                 Flight route subsidy
                                                                                                    21,698,008.50
the quota or approval is eligible for automatic renewal in accordance with relevant                                                 by government
regulations

Financial resource usage fees charged on non-financial institution recognised through profit
                                                                                                             0.00
or loss for the current reporting period

Gains arising from bargain purchase in business combination and investments in associates
                                                                                                             0.00
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 during the period
                                                                                                             0.00
from the start of the period to the acquisition date

Gains or losses arising from contingent events unconnected with the Company‘s daily
                                                                                                             0.00
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, tradable financial liabilities and
                                                                                                    -10,862,464.69
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 individual impairment
                                                                                                             0.00
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 accordance with tax
                                                                                                             0.00
and accounting laws and regulations

Consignment income arising from consigned operations                                                         0.00




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Shandong Airlines Co., Ltd.                                                                                                           Annual Report 2011


                                                                                                                           Amount                                Note

                                                                                                                                                  Other non-operating
Income and expenses other than items listed above                                                                   24,964,169.47
                                                                                                                                                 income and expenses

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

Subtotal                                                                                                            26,199,823.21


Less: Impact of income tax                                                                                             6,751,319.93

Less: Impact on non-controlling interest                                                                               -141,224.94

Total                                                                                                               19,589,728.22


12.2. Rate of return on net assets and earnings per share
                                                           Weighted average rate                            Earnings per share
Profit for the reporting period
                                                           of return on net assets                            Basic                        Diluted

Profit attributable to ordinary                                              45.05%                             1.93                             1.93
shareholders of the Company
Profit after adjustment for
non-operating gain/loss                                                      43.90%                             1.88                             1.88
attributable to ordinary
shareholders of the Company

Computation of earnings per share

12.2.1. Basic earnings per share
                                                                                           Y/e 2011.12.31                                Y/e 2010.12.31
                                                                                                         Amount after                                    Amount after
                                                        Computation                                     adjustment for                                  adjustment for
                                                                                        Amount                                         Amount
                                                                                                        non-operating                                   non-operating
                                                                                                              gain/loss                                       gain/loss

Profit for the reporting period attributable to
                                                              (1)                  771,225,549.05       751,635,820.83          634,364,547.92          625,449,962.16
ordinary shareholders of the Company

Number of ordinary shares outstanding as at January
                                                              (2)                  400,000,000.00       400,000,000.00          400,000,000.00          400,000,000.00
1st, 2011

Weighted average number of ordinary shares
                                                              (3)                            0.00                 0.00                    0.00                    0.00
increased in year

Weighted average number of ordinary shares
                                                              (4)                            0.00                 0.00                    0.00                    0.00
decreased in year

Weighted average number of ordinary shares
                                                        (5)=(2)+(3)-(4)            400,000,000.00       400,000,000.00          400,000,000.00          400,000,000.00
outstanding

Basic earnings per share                                  (6)=(1)÷(5)                       1.93                 1.88                    1.59                    1.56

12.2.2. Diluted earnings per share
                                                                                           Y/e 2011.12.31                                Y/e 2010.12.31
                                                                                                         Amount after                                    Amount after
                                                        Computation                                     adjustment for                                  adjustment for
                                                                                        Amount                                         Amount
                                                                                                        non-operating                                   non-operating
                                                                                                              gain/loss                                       gain/loss

Profit for the reporting period attributable to
                                                              (1)                  771,225,549.05       751,635,820.83          634,364,547.92          625,449,962.16
ordinary shareholders of the Company

Dilutive protential dividend on ordinary share
                                                              (2)                            0.00                 0.00                    0.00                    0.00
recognised as expense

Coversion cost applicable to dilutive protential
                                                              (3)                            0.00                 0.00                    0.00                    0.00
ordinary shares

Income tax rate                                               (4)                         25.00%               25.00%                   25.00%                 25.00%




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Shandong Airlines Co., Ltd.                                                                                       Annual Report 2011


                                                                                Y/e 2011.12.31                         Y/e 2010.12.31
                                                                                              Amount after                           Amount after
                                                       Computation                           adjustment for                         adjustment for
                                                                             Amount                                 Amount
                                                                                             non-operating                          non-operating
                                                                                                   gain/loss                              gain/loss

Post-adjustment Profit for the reporting period
                                                       (5)=(1)+[(2)
attributable to ordinary shareholders of the                            771,225,549.05       751,635,820.83    634,364,547.92       625,449,962.16
                                                       -(3)]×[1-(4)]
Company

Number of shares employed in the computation
                                                            (6)         400,000,000.00       400,000,000.00    400,000,000.00       400,000,000.00
of basic earnings per share

Weighted average number of ordinary shares
                                                            (7)                   0.00                 0.00              0.00                 0.00
outstanding increased adjustment for dilutive effect

Weighted average number of ordinary shares
outstanding for the computation of diluted earnings     (8)=(6)+(7)     400,000,000.00       400,000,000.00    400,000,000.00       400,000,000.00
per share

Diluted earnings per share                              (9)=(5)÷(8)              1.93                 1.88              1.59                 1.56




Note 13: Approval of Financial Statement
The financial statement was approved for disclosed by the Board of Directors dated 21 March 2012.




                                               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 2011;
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 21, 2012



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