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. 50 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‘ 52 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. 53 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 54 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. 55 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 56 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 57 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 60 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. 67 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 81 Shandong Airlines Co., Ltd. Annual Report 2011 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 82 Shandong Airlines Co., Ltd. Annual Report 2011 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). 83 Shandong Airlines Co., Ltd. Annual Report 2011 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 84 Shandong Airlines Co., Ltd. Annual Report 2011 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 85 Shandong Airlines Co., Ltd. Annual Report 2011 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 86 Shandong Airlines Co., Ltd. Annual Report 2011 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 87 Shandong Airlines Co., Ltd. Annual Report 2011 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. 88 Shandong Airlines Co., Ltd. Annual Report 2011 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 89 Shandong Airlines Co., Ltd. Annual Report 2011 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 90 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 91 Shandong Airlines Co., Ltd. Annual Report 2011 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. 94 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.. 95 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 96 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 97 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 Shandong Airlines Co., Ltd. Annual Report 2011 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 101 Shandong Airlines Co., Ltd. Annual Report 2011 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 Shandong Airlines Co., Ltd. Annual Report 2011 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 Shandong Airlines Co., Ltd. Annual Report 2011 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 12,063,918.39 104 Shandong Airlines Co., Ltd. Annual Report 2011 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 5.00 105 Shandong Airlines Co., Ltd. Annual Report 2011 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 0.00 106 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 47.71 107 Shandong Airlines Co., Ltd. Annual Report 2011 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 7,284,474,069.23 110 Shandong Airlines Co., Ltd. Annual Report 2011 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 111 Shandong Airlines Co., Ltd. Annual Report 2011 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 235,921,301.34 143,930,783.00 112 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 0.00 113 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% 114 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 115