Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 2012 SHANDONG AIRLINES CO.,LTD. ANNUAL REPORT 2012 March 2013 Jinan China 0 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Contents I. Important Notice and Paraphrase ----------------------------------------2 II Company profile ---------------------------------------------------------4 III. Accounting data and summary of financial indexes -------------------6 IV. Report of the Board of Directors----------------------------------------8 V. Iimportant Events -------------------------------------------------------17 VI. Changes in Shares and Particulars about Shareholders-------------23 VII. Particulars about Directors, Supervisors and Senior Executives and Employees -------------------------------------------------------------------27 VIII. Corporate Governance -----------------------------------------------34 IX. Internal control--------------------------------------------------------39 X. Financial Report -------------------------------------------------------41 XI. Documents available for Reference -----------------------------------141 1 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section I. Important Notice and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shandong Airlines Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, 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. Zhang Xingfu, Principal of the Company, Xu Guojian, person in charger of accounting works and Wang Wuping, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2012 Annual Report is authentic, accurate and complete. All directors are attended the Board Meeting for report deliberation. The profit distribution plan that deliberated and approved by the Board is: based on total shareholder capital of the Company dated 31 December 2012, distributed 4.00 Yuan (tax included) bonus in cash for every 10-share hold by all shareholders, 0.00 shares bonus issue (tax included) and no capitalizing of common reserves carried out. Concerning the forward-looking statements of future situation prediction and business planning involved in the Report, they do not constitute a substantial commitment for investors. Investors are advised to exercise caution of investment risks. 2 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Paraphrase Items Refers to Contents The Company, Company Refers to Shandong Airlines Co., Ltd. Shandong Aviation Group; the first largest shareholder and SDAG Refers to controlling shareholder of the Company Air China Limited, the second largest shareholder of the Air China Refers to Company 3 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section II Company profile I. Company information Short form of the stock Shanhang-B Stock code 200152 Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in 山东航空股份有限公司 Chinese) Short form of the 山东航空 Company (in Chinese) Foreign name of the SHANDONG AIRLINES CO.,LTD. Company(if applicable) Short form of foreign name of the Company(if SDA applicable) Legal representative Zhang Xingfu Registrations add. Yaoqiang International Airport, Jinan, Shandong Code for registrations add 250107 Offices add. SDA Bldg., No. 5746, Er Huan East Road, Jinan, Shandong Codes for office add. 250014 Company website http://www.shandongair.com.cn Email zqb@shandongair.com.cn II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Dong Qiantang Fan Peng 19/F, SDA Bldg., No. 5746, Er Huan 8/F, SDA Bldg., No. 5746, Er Huan Contacts add. East Road, Jinan, Shandong East Road, Jinan, Shandong Tel. 0531-85698229 0531-85698678 Fax. 0531-85698767 ext.8679 0531-85698767 ext.8679 Email dongqt@shandongair.com.cn fanp@shandongair.com.cn III. Information disclosure and preparation place Newspaper appointed for information In China: China Securities Journal, Securities Times disclosure overseas: Hong Kong Commercial Daily Website for annual report publish http://www.cninfo.com.cn appointed by CSRC Office of Board (8/F, SDA Bldg., No. 5746, Er Huan East Road, Preparation place for annual report Jinan, Shandong) IV. Registration changes of the Company Registration NO. Date for Place for No. of taxation Organization for enterprise legal registration registration registration code license Shandong Administration Initial registration 1999-12-13 370000400002351 370112720721201 72072120-1 for Industry & Commerce 4 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Shandong Registration at Administration end of report 2012-09-04 370000400002351 370112720721201 72072120-1 for Industry & period Commerce V. Other relevant information CPA engaged by the Company Name of CPA RSM China Certified Public Accountants LLP 3-9/F, West Tower, China Oversea Property Plaza, 7# buil., 8# Yard, West Binhe Offices add. for CPA Rd., Yong Ding Men, Dongcheng District, Beijing Signing Accountants Tao Liang, Tan Daiming Sponsor engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable 5 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section III. Accounting data and summary of financial indexes I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Changes over last year 2012 2011 2010 (%) Operating income (RMB) 10,993,024,914.41 9,666,969,745.20 13.72% 7,292,615,957.10 Net profit attributable to shareholders of 589,810,932.47 771,225,549.05 -23.52% 634,364,547.92 the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 490,146,637.15 751,635,820.83 -34.79% 625,449,962.16 non-recurring gains and losses(RMB) Net cash flow arising from 1,726,317,500.75 2,245,050,664.90 -23.11% 1,675,078,629.81 operating activities(RMB) Basic earnings per share 1.47 1.93 -23.83% 1.59 (RMB/Share) Diluted earnings per share 1.47 1.93 -23.83% 1.59 (RMB/Share) 18.69 percentage poin Return on Equity (%) 26.36% 45.05% 56.84% ts down Changes over end of End of 2012 End of 2011 End of 2010 last year (%) Total assets (RMB) Net assets attributable to shareholder of listed company (Owners’ equity attributable to 11,261,341,430.03 9,772,985,545.97 15.23% 8,923,799,368.85 shareholder of listed company ) (RMB) II. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) Unit: RMB Net profit attributable to shareholders of Net assets attributable to shareholders of listed company listed company Amount in this Amount at Amount at Amount in last period period period-end period-begin Chinese GAAP 589,810,932.47 771,225,549.05 2,479,055,852.28 2,049,244,919.81 Items and amount adjusted by IAS 6 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) Unit: RMB Net profit attributable to shareholders of Net assets attributable to shareholders of listed company listed company Amount in this Amount at Amount at Amount in last period period period-end period-begin Chinese GAAP 589,810,932.47 771,225,549.05 2,479,055,852.28 2,049,244,919.81 Items and amount adjusted by foreign accounting rules III. Items and amounts of extraordinary profit (gains)/loss Unit: RMB Item Amount in 2012 Amount in 2011 Amount in 2010 Note Gains/losses from the disposal of non-current asset (including the -6,848,192.53 -9,599,890.07 -7,700,920.17 write-off that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration 52,137,058.47 21,698,008.50 16,013,518.70 according to national standards, which are closely relevant to enterprise’s business) 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 -6,906,114.54 -10,862,464.69 -8,872,312.71 transaction financial liabilities and financial assets available for sales, excluded effective hedging business relevant with normal operations of the Company Other non-operating income and expenditure except for the 94,505,753.93 24,964,169.47 12,545,837.53 aforementioned items Impact on income tax 33,224,210.01 6,751,319.93 3,071,587.08 Impact on minority shareholders’ -141,224.94 -49.49 equity (post-tax) Total 99,664,295.32 19,589,728.22 8,914,585.76 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable 7 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section IV. Report of the Board of Directors I. Introduction In 2012, opportunities and challenges existed side by side, confronting the complicated and versatile internal and external management environment, the Company insisted on taking comprehensive promotion as the principal line, focusing on implementing ten strategic management points, striving to resolve the three principal contradictions of relatively limited resources, outdated mechanism and insufficient abilities that restricted the rapid development of the Company, continuously made the soft power for scientific development, actively responded, united and struggled, all work including safety, benefits, services and management completed the intended target, and the main business performance was at the industry-leading level. (I) Emphasize on the governance of key links, security situation overall keeps steady In 2012, the Company guaranteed safe flight of 228,400 hours and 122,800 sorties, respectively increased by 14.69% and 14.54% on year-on-year basis, no unsafe events above aviation incident caused by the Company occurred, no flight incident caused by irresponsibility occurred for six consecutive years, continued to kept the longest cycle of flight incident in civil aviation caused by irresponsibility, straightened out the responsibilities of branch office, base and headquarters, developed a series of activities to fight against the illegality, and made some achievements in renovating the security breaches. (II) Strengthen the basic management, running quality overall improved steadily In 2012, the average on time performance of the Company was 78.35%, ranked number 2 in civil aviation; constantly optimized the normal performance appraisal system of the flight, continuously monitored the rationality of flight scheduling, periodically analyzed the flight operating data, effectively adjusted the flight for the season, orderly boosted the normal management of the flight; strengthened the application of new technology, successfully got approval for RNP APCH supplement, and formally implemented the operation of RNP APCH. (III) Positively cope with the market challenge, obtained preferable achievements In 2012, the Company totally completed transportation turnover volume of 1.592billion ton kilometers, passenger volume of 123,800 tons, respectively increased by 10.21%, 11.95% and 8.30% on year-on-year basis; achieved operation revenue of 10.99 billion yuan, increased by 13.72 % on year-on-year basis, and net profits of 0.59 billion yuan, decreased by 23.52% on year-on-year basis; improved the production elasticity and controlling ability to rhythm of production by scientifically organizing production, planning the coordinating the crew, fly and marketing; in the premise of optimizing the own net, positively obtained the superior freedoms of air and moment resources, orderly reformed the airlines impacted by the high-speed rail, reasonably arranged the transport capacity, and the main business performance kept at the industry-leading level even in the stagnant market environment. (IV) Implement service improvement project, quality of service achieved greater improvement 8 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Carried forward the “Four Stars Service” plan, greatly improved the service quality, strengthened the service supervisory management, realized multi-dimensional evaluation and analysis, increased the input of service facilities, promoted the passenger experience; formulated and implemented the “Plan for brand construction of Shandong Airlines in 2012”, the overall score of passenger satisfaction survey reached 89.38, increasing by 2.66 points on year-on-year basis, customer complaint rate was 0.83 times per ten thousand person-time, decreasing by 0.34 times per ten thousand person-time, the brand value reached 10.575 billion yuan, and ranked to 136. II. Main business analysis 1. Introduction Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed □ Applicable √ Not applicable 2. Revenue Changes of revenue for year of 2012 Unit: RMB Item Jan.- Dec. 2012 Jan.- Dec. 2011 +,- (%) Air transport service 10,854,936,532.36 9,523,675,225.67 13.98% Logistics freight service 6,503,978.44 8,011,904.01 -18.82% Hotel & catering service 11.83% 25,811,523.03 23,081,379.95 Training service 3.72% 17,978,025.13 17,333,253.52 Major clients of the Company in sales Total top five clients in sales (RMB) 701,094,111.08 Proportion in total annual sales volume for top 6.38% five clients (%) Information of top five clients of the Company Serial Name Sales (RMB) Proportion in total annual sales (%) 1 Unit 1 653,425,667.72 5.95% 2 Unit 2 23,783,708.23 0.22% 3 Unit 3 9,196,921.83 0.08% 4 Unit 4 7,775,021.67 0.07% 5 Unit 5 6,912,791.63 0.06% Total —— 701,094,111.08 6.38% 3. Cost Industry classification Unit: RMB 2012 2011 Industry Ratio in Ratio in Y-o-y changes Item classification Amount operation cost Amount operation cost (%) (%) (%) Air transport Aviation fuel 3,687,585,645. 3,009,035,163. 43.18% 41.62% 22.55% service consumption 45 53 9 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Take-off & 999,261,514.6 829,681,029.5 11.70% 11.48% 20.44% landing fees 2 0 Employee’s 898,563,294.3 780,056,514.8 10.52% 10.79% 15.19% salary 6 9 Depreciation 664,835,417.0 621,717,729.7 of aircraft and 7.79% 8.6% 6.94% 4 6 engine 2,289,633,555. 1,988,494,219. Other 26.81% 27.51% 15.14% 10 55 8,539,879,426. 7,228,984,657. Total 100.00% 100% 57 23 Employee’s 2,367,694.16 73.31% 2,354,724.60 84.91% 0.55% Logistics salary freight service Other 861,921.02 26.69% 418,499.50 15.09% 105.96% Total 3,229,615.18 100% 2,773,224.10 100% Raw materials 12,654,174.46 53.61% 11,056,611.31 50.6% 14.45% Employee’s Hotel & 4,065,297.58 17.22% 3,223,112.20 14.75% 26.13% salary catering Depreciation 1,946,475.49 8.25% 1,773,555.49 8.12% 9.75% service Other 4,937,432.41 20.92% 5,796,767.48 26.53% -14.82% Total 23,603,379.94 100% 21,850,046.48 100% Depreciation 4,849,008.75 52.78% 4,872,505.79 69.29% -0.48% Training Other 4,338,887.30 47.22% 2,159,845.25 30.71% 100.89% service Total 9,187,896.05 100% 7,032,351.04 100% Main suppliers of the Company Total purchase amount from top five suppliers 2,330,308,556.85 (RMB) Proportion in total annual purchase amount for 37.97% top five suppliers (%) Information of top five suppliers of the Company Proportion in total annual purchase Serial Name Purchases (RMB) (%) Shanghai Branch of China Aviation 1 1,280,288,529.71 20.86% Fuel Co., Ltd. Qingdao Branch of China Aviation 2 527,336,962.38 8.59% Fuel Co., Ltd. China National Aviation Fuel Yantai 3 189,683,547.73 3.09% Co., Ltd. Xi’an Branch of China Aviation Fuel 4 186,954,021.07 3.05% Co., Ltd. Sichuan International Airlines 5 146,045,495.96 2.38% Engine maintenance Co., Ltd. Total —— 2,330,308,556.85 37.97% 4. Expenses Changes of expenses for year of 2012 Unit: RMB Item Jan.-Dec. 2012 Jan.-Dec. 2011 +,- (%) Reason for changes Sales expenses 745,690,102.02 621,566,178.55 19.97% Administrative 238,415,387.65 188,365,620.87 26.57% expenses Financial 243,510,475.66 86,035,967.94 183.03% Interest expenses increased and expenses exchange earnings decreased in this 10 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) year 5. Cash flow Unit: RMB Item 2012 2011 Y-o-y changes (%) Subtotal of cash in-flow from 11,096,910,018.70 9,962,700,259.94 11.38% operation activity Subtotal of cash out-flow from 9,370,592,517.95 7,717,649,595.04 21.42% operation activity Net cash flow from operation 1,726,317,500.75 2,245,050,664.90 -23.11% activity Subtotal of cash in-flow from 16,330,092.70 38,479,717.56 -57.56% investment activity Subtotal of cash out-flow from 2,235,679,998.05 1,505,441,646.61 48.51% investment activity Net cash flow from investment -2,219,349,905.35 -1,466,961,929.05 51.29% activity Subtotal of cash in-flow from 2,184,628,004.62 1,273,071,521.52 71.6% financing activity Subtotal of cash out-flow from 1,777,690,780.12 1,959,363,521.15 -9.27% financing activity Net cash flow from financing 406,937,224.50 -686,291,999.63 159.3% activity Net increased amount of cash -84,798,004.51 91,579,462.97 -192.6% and cash equivalent Reasons for y-o-y relevant data with over 30% changes Item Jan.-Dec.2012 Jan.-Dec.2011 +,- (%) Reason for changes Cash received concerned with The route subsidies in the year increased 38.06% other operation activity 138,366,954.40 100,218,711.14 Cash paid concerned with other The connect amount paid increased in this 35.86% operation activity 248,473,175.85 182,890,904.69 year Cash received from investment The dividends obtained from foreign 37.21% income 16,247,366.84 11,841,382.42 investment enterprise increased in this year Net cash received from Incomes from disposal of relevant assets of disposal of fixed assets, Yantai Red-crowned crane in last year -99.69% intangible assets and other 82,725.86 26,638,335.14 long-term assets Cash paid for purchasing fixed The flight schedule paid in this year 2,233,827,146.0 1,495,212,313.6 assets, intangible assets and 49.40% increased 0 6 other long-term assets Net cash paid for obtaining The earnings paid during equity transfer of subsidiary and other operation -100.00% Qingdao Feisheng last year - 6,937,426.46 units Cash paid concerned with other Losses of actual delivery of rate swap -43.71% investment activity 1,852,852.05 3,291,906.49 contract in this year Cash received from loans 1,677,158,004. 1,092,744,152.4 Total long-term/short-term loans hold at 53.48% 62 0 year-end is more than that of year-begin Cash received from bonds Medium term note issued in this year issued 500,000,000.00 - Cash received concerned with The loan pledge margin was recover by the -95.86% other financing activity 7,470,000.00 180,327,369.12 Company last year Effects on cash and cash -217,273.25 697.02% Exchange rate changes for RMB against 11 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) equivalent from changes of 1,297,175.59 foreign currency exchange rate Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company □Applicable √Not applicable III. Composition of main business Unit: RMB Increase/decrease Increase/decrease Increase/decrease Gross profit ratio of operating Operating revenue Operating cost of operating cost of gross profit (%) revenue y-o-y y-o-y (%) ratio y-o-y (%) (%) According to industries Air transport 10,845,887,973.75 8,539,879,426.57 21.26% 13.97% 18.14% -2.78% service Hotel catering 22,119,064.02 19,496,643.53 11.86% 6.79% 5.65% 0.96% service Training service 17,978,025.13 9,187,896.05 48.89% 3.72% 30.65% -10.54% Freight logistics 6,503,978.44 3,229,615.18 50.34% -18.73% 16.46% -15.01% service According to products According to region In China 10,579,660,846.61 8,346,781,868.01 21.11% 14.11% 18.24% -2.75% H.K., Macao 188,850,412.25 142,768,696.29 24.40% 28.26% 38.96% -5.82% and Taiwan International 123,977,782.48 82,243,017.03 33.66% -13.90% -13.22% -0.52% Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on latest one year’s scope of period-end □ Applicable √ Not applicable IV. Assets and liability analysis 1. Major changes of assets Unit: RMB End of 2012 End of 2011 Ratio in Ratio in Ratio total total changes Notes of major changes Amount Amount assets assets (%) (%) (%) 155,417,742.9 248,185,747.4 Cash flow of investment activity Monetary fund 1.38% 2.54% -1.16% 7 8 paid this year increased Account 186,090,177.1 185,700,185.8 1.65% 1.9% -0.25% receivable 7 4 116,944,913.8 Inventory 1.04% 116,270,780.19 1.19% -0.15% 9 Long-term equity 88,352,100.00 0.78% 88,352,100.00 0.9% -0.12% investment 8,132,786,866. 6,683,456,551. Fix assets 72.22% 68.39% 3.83% 22 61 Construction in 1,430,885,814. 12.71% 1,644,924,919. 16.83% -4.12% 12 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) progress 11 38 The rent paid in advance Account paid 56,927,205.61 0.51% 41,348,446.65 0.42% 0.09% increased due to the growth of in advance airplane lease The receivable route subsidies and Other 252,147,802.1 189,156,268.9 2.24% 1.94% 0.3% BFE airplane discount increased in this receivable 1 2 year The deductable temporary differences Deferred of accrued expenses and accrued fixed 450,885,311.4 230,402,218.4 assets depreciation preparation were income tax 4% 2.36% 1.64% increased in this year, than the deferred 3 1 assets income tax assets increased correspondingly 2. Major changes of liability Unit: RMB 2012 2011 Ratio in Ratio in Ratio total total changes Notes of major changes Amount Amount assets assets (%) (%) (%) Short-term 321,378,829.2 767,636,239.2 Short-term loans at year-begin are 2.85% 7.85% -5% loans 8 0 due to return Long-term 3,854,676,638. 3,007,009,638. 34.23% 30.77% 3.46% loans 03 54 Transactional Changes of fair value of interest financial 7,198,783.59 0.06% 2,145,521.10 0.02% 0.04% rate swaps held in this year liability 129,547,193.3 Payable note at year-begin are due Note payable 100,000.00 0% 1.33% -1.33% 4 to return 343,703,794.7 The year-end bonus accrual in this Salary payable 3.05% 263,739,110.65 2.7% 0.35% 1 year increased Payable income tax increased over last 229,684,478.0 168,132,279.5 Taxes payable 2.04% 1.72% 0.32% year, than enterprise income tax payable 3 7 increased correspondingly The payable interest increased due Interest 16,466,095.25 0.15% 8,048,176.38 0.08% 0.07% to the medium term note issued in payable this year 3. Assets and liability measure by fair value Unit: RMB Accumulativ Gains/losses e changes Impairment Amount Amount at Amount at Item of changes in in fair value accrual in purchased in Sale amount period-begin period-end fair value reckoned this period this period into equity Financial assets Subtotal of financial 0.00 0.00 0.00 0.00 0.00 assets 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 0.00 Financial 2,145,521.10 5,053,262.49 0.00 0.00 7,198,783.59 13 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) liability Whether there have major changes on measurement attributes for main assets of the Company in report period or not □ Yes √No V. Investment analysis 1. Foreign equity investment Invested company Proportion of equity in Name Main business invested company for listed company (%) Qingdao Feisheng International Air cargo warehousing, ground delivery 100% Logistics Center Co., Ltd. Qingdao Feisheng International Aviation Technology Development Pilot training 100% Training Co., Ltd. Shandong Rainbow Corporate Aircraft Air transport 45% Co., ltd. Civil aviation information technology China Travelsky Holding Company 0.45% service Sichuan Airlines Co., Ltd. Air transport 10% Jinan International Airport Co., Ltd. Civil airport 2.53% 2. Use of fund raised In reporting period, there are no funds raised or fund raised in previous that last to this period. 3. Main subsidiaries and stock-jointly companies Particular about main subsidiaries and stock-jointly companies Main Total Net Operating Operatin Company Register Net profit Type Industries products assets Assets revenue g profit name capital (RMB) or service (RMB) (RMB) (RMB) (RMB) Air cargo Qingdao Transport warehousi Feisheng Wholly-o ation and ng, International wned 30,000,00 101,979,1 42,943,45 9,036,312 187,557. warehousi ground 85,805.99 Logistics subsidiar 0.00 25.99 3.49 .82 54 ng delivery; Center Co., y industry E-busines Ltd. s Qingdao Feisheng International Wholly-o Aviation wned Pilot Pilot 51,545,50 61,185,40 59,589,68 14,616,46 7,994,82 6,319,483.8 Technology subsidiar training training 0.00 3.11 5.74 9.00 4.96 2 Developmen y t Training Co., Ltd. Shandong Stock-joi Air Air 50,000,00 11,774,15 -163,491, -58,947.6 -1,576,4 -1,576,444. 14 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Rainbow ntly transport transport 0.00 0.76 003.76 2 44.32 32 Corporate company industry Aircraft Co., ltd. Particular about subsidiaries obtained or disposed in report period □ Applicable √ Not applicable VI. Special purpose vehicle controlled by the Company No special purpose vehicle controlled by the Company VII. Prospect for future development of the Company At present, macro economy is overall good, but the development is not stable, and imbalance still exists. According to the development tendency, the major keynote of China's economic development in 2013 is seeking progress while ensuring stability and periodic fluctuation may become even more obvious. Industry development will keep a stable growth, it is predicted that passenger turnover volume of civil aviation in 2013 will keep increasing, external environment overall is in favor of the Company’s development, but internal and external competition will become more fierce. Industry capacity introduction will keep rapid growth, passenger shunting effect of high-speed rail may further increase, and the shortage of moment resources of high-quality air routes will intensify. In this environment, the Company shall constantly promote the running quality, optimize the route network, and improve the marketing mode so as to cope with increasingly fierce competition. VIII. Explanation from the Board for “Qualified Opinion” from the CPA In reporting period, the RSM China CPA LLP issued a standard unqualified auditors’ report for the Company. IX. Comparing with last year’s financial report, explain changes in aspect of accounting policy, accounting estimates and calculation measures No changes of accounting policy, accounting estimates and calculation measures in reporting period. X. Particular about major accounting errors correction that needs retroactive re-statement in reporting period No major accounting errors correction that needs retroactive re-statement in reporting period. XI. Compare with last year’s financial report; explain changes in consolidation statement’s scope Scope of consolidation statement in this year is the same as last year’s XII. Profit and dividend distribution The Company implemented a positive profit distribution plan, and also attaches importance to the reasonable return for investors as well as taking sustainable development of the Company into consideration. In accordance with requirement of “Notice on Further Implementation of Matters with Cash Dividend Concerned for Listed Company” from CSRC and “Letter of Regulation of Establishment & Improvement of Cash Dividend Mechanism 15 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) for Listed Company in Province-controlled District” from Shandong Securities Regulatory Bureau, relevant clauses with profit distribution concerned in Article of Association were revised by the Company on First Extraordinary Shareholders General Meeting of 2013 held on 5 March 2013. Decision-making procedure and mechanism of profit distribution was well-defined after revised, and fully listening to the opinions from independent directors and minority shareholders. The profit distribution plan and capitalizing of common reserves plan in reporting period are meet a relevant regulations of Article of Association. Profit distribution plan and capitalizing of common reserves plan in latest three years (including the reporting period): 2010: distributed 3 Yuan (tax included) bonus for every 10 shares in cash based on total share capital 400,000,000 shares ended as 31 December 2010; 2011: distributed 4 Yuan (tax included) bonus for every 10 shares in cash based on total share capital 400,000,000 shares ended as 31 December 2011; 2012: distributed 4 Yuan (tax included) bonus for every 10 shares in cash based on total share capital 400,000,000 shares ended as 31 December 2012; Cash dividend in latest three years Unit: RMB Ratio in net profit Net profit attributable to attributable to shareholders Amount for cash bonus shareholders of listed Year for bonus shares of listed company (tax included) company in consolidation contained in consolidation statement for bonus year statement (%) 2012 160,000,000.00 589,810,932.47 27.13% 2011 160,000,000.00 771,225,549.05 20.75% 2010 120,000,000.00 634,364,547.92 18.92% XIII. Social responsibility As a listed company, to protect the interest of shareholders, minority shareholders in particular, is the basic social responsibility for the Company. According to laws and regulations from Company Law, Security Law and Code of Corporate Governance for Listed Company, the Company continues to improved its governance structure, established and perfected internal control system, created a decision-making and operation system with core of shareholders’ general meeting, board of directors, supervisory committee and management levels, to protect legal interest of all shareholders, minority shareholders in particular. XIV. In the report period, reception of research, communication and interview Contents discussed and Time Place Way Type Reception material provided Telephone Operation of the Company Jan.- Dec. 2012 Jinan communicati Individual Individual investor and no material required on News media, legal person’s Field Operation of the Company 2012-4-26 Jinan Other shareholders and individual research and annual report required investor News media, legal person’s Field Operation of the Company 2012-6-28 Jinan Other shareholders and individual research and no material required investor 16 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section V. Iimportant Events I. Significant lawsuits and arbitrations of the Company No significant lawsuits and arbitration in reporting period II. Particular about non-business fund occupation by controlling shareholders and its related parties No non-business fund occupation by controlling shareholders and its related parties occurred in reporting period III. Bankruptcy reorganization No bankruptcy reorganization occurred in reporting period IV. Assets transaction No acquisition/sales of assets and consolidation by merge occurred in reporting period V. Implementation and its influence of equity incentive plan No implementation of equity incentive plan carried out in reporting period VI. Material related transactions 1. Related transaction with daily operation concerned Proporti Amount Settleme Pricing on to Content Price of of nt Type of principl amount Related of related related method Market Index of Related related es of of Disclosu relations related transacti transacti of price disclosu party transacti related transacti re date hip transacti on on (10 related (RMB) re on transacti on or on (RMB) thousan transacti on the same d yuan) on type (%) Shandon Subsidia g Taikoo ry of Labor Airplane Settleme Aircraft controlli service mainten Market 79,492,3 79,492,3 2012-03 7,949.23 14.86% nt by Enginee ng receive ance price 46.10 46.10 -24 cash ring Co., sharehol d charge Ltd. der Office controlli rental Labor Settleme ng and Market 22,369,1 22,369,1 2012-03 SDA service 2,236.91 36.74% nt by sharehol room price 02.37 02.37 -24 received cash der and board 17 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Shandon g Subsidia Xiangyu ry of Labor mainten Settleme Air controlli service Market 32,057,1 32,057,1 2012-03 ance 3,205.71 5.99% nt by Technol ng receive price 24.35 24.35 -24 charge cash ogy sharehol d Service der Co., ltd Beijing Subsidia Aircraft Labor Airplane ry of 2nd Settleme Mainten service mainten Market 5,572,65 5,572,65 2012-03 largest 557.27 1.04% nt by ance receive ance price 0.35 0.35 -24 sharehol cash Engine d charge der Co., Ltd Beijing Subsidia Aircraft Labor Ground ry of 2nd Settleme Mainten service service Market 9,244,56 9,244,56 2012-03 largest 924.46 0.93% nt by ance receive expense price 2.66 2.66 -24 sharehol cash Engine d s der Co., Ltd 2nd Ground Labor Settleme Air largest service Market 21,580,9 21,580,9 2012-03 service 2,158.09 2.16% nt by China sharehol expense price 26.14 26.14 -24 received cash der s 2nd Labor Mainten Settleme Air largest Market 767,471. 767,471. 2012-03 service ance 76.75 0.14% nt by China sharehol price 77 77 -24 received charge cash der Agent 2nd Labor commis Settleme Air largest Market 6,448,58 6,448,58 2012-03 service sion 644.86 73.61% nt by China sharehol price 3.78 3.78 -24 received expense cash der s Shenzhe Subsidia Agent n ry of 2nd Labor commis Settleme Market 774,279. 774,279. 2012-03 Airlines largest service sion 77.43 8.84% nt by price 40 40 -24 Co., sharehol received expense cash Ltd. der s Subsidia Air Ground ry of 2nd Labor Settleme China service Market 2,468,81 2,468,81 2012-03 largest service 246.88 0.25% nt by Cargo expense price 4.84 4.84 -24 sharehol received cash Co., Ltd s der Sichuan Internati Subsidia onal Air ry of 2nd Labor Mainten Settleme Engine Market 146,045, 14,604.5 146,045, 2012-03 largest service ance 27.29% nt by Mainten price 495.96 5 495.96 -24 sharehol received charge cash ance der Co., Ltd. Chengd Subsidia u Fukai ry of 2nd Labor Mainten Settleme Aircraft Market 3,292,31 3,292,31 2012-03 largest service ance 329.23 0.62% nt by Engine price 6.90 6.90 -24 sharehol received charge cash Service der Co., Ltd 18 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 2nd Labor Income Settleme Air largest service from Agreem 10,323,3 10,323,3 2012-03 1,032.33 97.06% nt by China sharehol provide flight ent price 43.20 43.20 -24 cash der d service 2nd Labor Income Settleme Air largest service from Market 820,994. 820,994. 2012-03 82.1 8.27% nt by China sharehol provide ground price 80 80 -24 cash der d service Income 2nd Labor from Settleme Air largest service Market 1,954,42 1,954,42 2012-03 agent 195.44 41.65% nt by China sharehol provide price 2.08 2.08 -24 commis cash der d sion Shenzhe Subsidia Income Labor n ry of 2nd from Settleme service Market 827,854. 827,854. 2012-03 Airlines largest agent 82.79 17.64% nt by provide price 78 78 -24 Co., sharehol commis cash d Ltd. der sion Shenzhe Subsidia Labor Income n ry of 2nd Settleme service from Market 308,220. 308,220. 2012-03 Airlines largest 30.82 3.1% nt by provide ground price 00 00 -24 Co., sharehol cash d service Ltd. der Shandon Subsidia g Taikoo ry of Labor Income Settleme Aircraft controlli service from Agreem 280,775. 280,775. 2012-03 28.08 3.99% nt by Enginee ng provide training ent price 00 00 -24 cash ring Co., sharehol d charge Ltd. der 2nd Engine Confere Settleme Air largest Related leasing 8,129,24 8,129,24 2012-03 nce 812.92 28.72% nt by China sharehol leasing expense 0.94 0.94 -24 pricing cash der s Lease of 2nd flight Confere Settleme Air largest Related simulato 1,019,50 1,019,50 2012-03 nce 101.95 100% nt by China sharehol leasing r 0.00 0.00 -24 pricing cash der expense s 2nd Other Settleme Air largest related Wet Agreem 643,189, 64,318.9 643,189, 2012-03 100% nt by China sharehol transacti lease ent price 241.11 2 241.11 -24 cash der on 2nd Other Route Settleme Air largest related Agreem -907,91 -907,91 2012-03 affiliatio 90.79 100% nt by China sharehol transacti ent price 1.39 1.39 -24 n cash der on Subsidia Air Other ry of 2nd Cargo Settleme China related Agreem 3,576,76 3,576,76 2012-03 largest affiliatio 357.68 100% nt by Cargo transacti ent price 5.21 5.21 -24 sharehol n cash Co., Ltd on der 100,145. Total -- -- 772.9% -- -- -- -- 19 Details of return of sales in N/A significant amount Necessity and continuity of related The above said transactions are necessary related transaction with normal 19 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) transaction, and reason for entering operation activity concerned; board of director of the Company guarantee into related transaction with related the fair value pricing and reasonable for the related transactions from the parties (other than other participants point of protection of Company and investors’ interest, and protect interest in the market) of the Company f Affect of related transaction on No influence on independence of the Company; main business of the independence of listed company Company shows no dependency with related party(or being control) Dependence of the Company on related party and relevant measures N/A (if any) Report the actual implementation of the normal related transactions Implemented by the agreement, no amount exceed the budget approved in which were projected about their shareholders’ general meeting total amount by types during the reporting period Reasons for major difference between trading price and market N/A reference price VII. Major contract and implantation 1. Trusteeship, contract and leasing No trusteeship, contract and leasing occurred in reporting period 2. Guarantee No external guarantee occurred in reporting period 3. Other material contracts No other material contracts undisclosed VIII. Implementation of committment 1. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. Commitmen Commitme Implementati Commitments Accepter Contents t time nt period on Commitments for Share Merger Reform Commitments in report of acquisition or equity change Commitments in assets replacement Commitments make in Initial public offering or re-financing Other Shandong The compensation commitment 2009.6.1-2 Qingdao 2010-02-10 commitments for Aviation Group for profit estimation was made 012.5.31 Feisheng 20 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) medium and small by first largest shareholder SDA, gains a profit shareholders based on “Appraisal Report” target in 3rd while 100 percent equity of year Qingdao Feisheng was bided by commitment the Company. The above period, no commitments are: calculated by cash income approach, net profit compensation generated from Qingdao required from Feisheng in next 3 years SDA predicted to 4.8049 million yuan, 5.3614 million yuan and 5.7784 million yuan respectively. If Qingdao Feisheng does not accomplish the estimative profit in operation performance on the continual appraisal basis, which causes the Company’s profit loss, SDA Group committed for the cash compensation for the above difference. Completed on time Yes or not Detail reasons for un-complement N/A and further plan Whether made a promise to horizontal No competition and related transactions that resulted or not Solution term N/A promised Solution way N/A Complementation N/A IX. Appointment and non-reappointment (dismissal) of CPA Accounting firm appointed Name of domestic accounting firm RSM China CPA LLP Remuneration for domestic accounting firm 105 (in 10 thousand Yuan) Continuous life of auditing service for 1 domestic accounting firm Name of domestic CPA Tao Liang; Tan Daiming Whether re-appointed accounting firms in this period or not √Yes □ No Whether re-appointed accounting firms during auditing period or not √Yes □ No Whether completed approval process while changing accounting firms or not √Yes □ No Explanation on re-engagement and changes of accounting firms 21 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) The former Shenzhen Branch of Reanda CPA, in charge of the audit business for financial report of the Company, was totally merged into RSM China CPA LLP., being deliberated and approved by shareholders’ general meeting, RSM China CPA LLP was engaged as the audit institution for financial report 2012 of the Company with purpose of maintain consistency of audit business and guarantee audit quality for the Company, the financial report of the audit fee is 700,000 yuan. Appointment of internal control auditing accounting firm, financial consultant or sponsor √ Applicable □Not applicable Take consistency into consideration, the Company also engaged RSM China CPA LLP as the audit institution for internal control for year of 2012, and auditing efficiency of internal control and issued the audit report of internal control of 2012 for the Company, internal control audit fees is 350,000 yuan. X. Penalty and rectification 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. Particular about directors, supervisors, senior executives and shareholders with over 5% shares held suspected illegal dealings of the stock of the Company and earnings of illegal dealings taken back by the Company that disclosed □Applicable √ Not applicable XI. Explanation on other significant events Significant events of the Company and announcement are published on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website (http: //www.cninfo.com.cn) , more details can be found in the above said media 22 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section VI. Changes in Shares and Particulars about Shareholders I. Changes in shares Before change Increase/decrease in this time (+ , - ) After change Capitaliz Ratio New Bonus ation of Ratio Amount Other Subtotal Amount (%) issue share public (%) reserve 260,000, 260,000, I. Unlisted shares 65% 65% 000 000 168,601, 168,601, 1. Sponsor’s shares 42.15% 42.15% 000 000 Including: State-owned 168,402, 168,402, 42.1% 42.1% shares 000 000 Domestic legal 199,000 0.05% 199,000 0.05% person’s shares 4. Preference shares or 91,399,0 91,399,0 22.85% 22.85% other 00 00 140,000, 140,000, II. Listed shares 35% 35% 000 000 2.Domestically listed 140,000, 140,000, 35% 35% foreign shares 000 000 400,000, 400,000, III. Total shares 100% 100% 000 000 II. Securities issue and listing The previous three year ended by the period-end, the Company has no securities and derivative securities issued for listing 2. Changes of total shares and shareholders structure as well as explanation on changes of assets and liability structure During the report period, there were no changes in the total 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 ect. I. Shareholders and actual controller 1. Number of shareholders of the Company and share-holding Unit: Share th Total shareholders in reporting Total shareholders ended as the 5 trading day 17,689 17,689 period before annual report disclosed Particulars about shares held above 5% by shareholders 23 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Total Number of Proportio shareholde Amount of shares Changes Amount of Nature of n of rs at the listed pledged/frozen Full name of Shareholders in report un-listed shareholder shares end of shares period shares held State of Amou held (%) report held share nt period State-owned 168,004,0 168,004,00 Shandong Aviation Group 42% 0 legal person 00 0 State-owned 91,200,00 Air China Limited 22.8% 91,200,000 0 legal person 0 GUOTAI JUNAN Foreign SECURITIES(HONGKON 0.85% 3,394,728 0 3,394,728 legal person G) LIMITED Domestic Yao Ming nature 0.46% 1,835,679 0 1,835,679 person WANXIANG INTERNATIONAL Foreign 0.45% 1,805,525 0 1,805,525 INVESTMENT legal person CORPORATION Domestic Chen Jinjiang nature 0.35% 1,380,800 0 1,380,800 person Domestic Ou Yanping nature 0.24% 945,043 0 945,043 person Domestic HUANG LIU LIA nature 0.23% 918,917 0 918,917 person Domestic Ye Qufa nature 0.2% 810,000 0 810,000 person Domestic Bao Xiuzhen nature 0.2% 800,000 0 800,000 person 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 Explanation on related relationship or behalf of the State with unlisted shares; 3. Among the above top ten concerted action among the shareholders, Air China Limited is the first largest shareholder of the abovementioned shareholders 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. Particular about top ten shareholders with un-restrict shares held Amount of listed shares held at Type of shares Shareholders’ name year-end Type Amount GUOTAI JUNAN Domestically listed 3,394,728 3,394,728 SECURITIES(HONGKONG) LIMITED foreign shares Domestically listed Yao Ming 1,835,679 1,835,679 foreign shares WANXIANG INTERNATIONAL 1,805,525 Domestically listed 1,805,525 24 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) INVESTMENT CORPORATION foreign shares Domestically listed Chen Jinjian 1,380,800 1,380,800 foreign shares Domestically listed Ou Yanping 945,043 945,043 foreign shares Domestically listed HUANG LIU LIA 918,917 918,917 foreign shares Domestically listed Ye Qufa 810,000 810,000 foreign shares Domestically listed Bao Xiuzhen 800,000 800,000 foreign shares Domestically listed Zhu Guanhong 795,293 795,293 foreign shares Domestically listed JOHN POSS 793,400 793,400 foreign shares The Company is not aware of their associated relationship among the top ten Explanation on related relationship or concerted action among the top ten shareholders of circulation share, and is unknown whether other circulation shareholders with un-restricted shares held and between the top ten shareholders shareholders belong to the consistent actionist regulated by the Management with un-restricted shares held and top ten shareholders Regulation of Information Disclosure on Change of Shareholding for Listed Companies. 2. Controlling shareholders and actual controller of the Company Controlling Registe Legal Date of Organization shareholders, actual r Main operation business rep. foundation code controller capital Investment and management on air transport industry; maintenance of aircraft that limit in maintenance license and ground equipments; service of conferences Ma RMB Shandong Aviation and exhibition; office service; sales of Chong 1995-2-9 61407164-7 580 Group general merchandise, artworks and xian million souvenirs; service of accommodation and dinning; retail of tobacco products as well as housing leasing (operated in sub-branch only). Changes of controlling shareholder and actual controller in reporting period □Applicable √Not applicable Changes of controlling shareholders and actual controller in reporting period □Applicable √Not applicable Property right and controlling relationship between the actual controller and the Company is as follow: Shandong Aviation Group 42% Shandong Airlines Co., Ltd. 25 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 3. Second largest shareholder of the Company Legal person Date of Organizatio Register Main operation business or Legal rep. shareholder foundation n code capital management activities Domestic and overseas transportation business such as periodic and un-periodic aviation passenger, cargo, letter and baggage; domestic and overseas official flight business; RMB Wang airplane management business; Air China Limited 2004-9-30 71787100-6 12,892milli Changshun repairing of aerostat; business agent on among air companies; ground service and air courier services related with the main operations (excluding letter and articles with the nature of letters); tax-free commodities in airplane. 26 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section VII. Particulars about Directors, Supervisors and Senior Executives and Employees I. Changes of shares held by directors, supervisors and senior executives Shares Increasin Decreasi held at g shares ng shares Shares Start dated Working End date of period held in held in held at Title Sex Age of office Name status office term -begin this this period-en term (Share period period d(Share) ) (Share) (Share) Zhang Chairma Currently in M 58 2012-06-28 2015-06-27 0 0 0 0 Xingfu n office Ma Deputy Currently in Chong Chairma M 48 2012-06-28 2015-06-27 0 0 0 0 office Xian n Zeng Currently in Guoqian Director M 60 2012-06-28 2015-06-27 0 0 0 0 office g Yu Director Currently in M 44 2012-06-28 2015-06-27 0 0 0 0 Haitian & GM office Xu Director Guojian & deputy GM & Currently in M 49 2012-06-28 2015-06-27 0 0 0 0 Chief office accounta nt Wang Currently in Mingyua Director M 48 2012-06-28 2015-06-27 0 0 0 0 office n Wang Currently in Director F 55 2012-06-28 2015-06-27 0 0 0 0 Jieming office Li Currently in Director F 50 2012-06-28 2015-06-27 0 0 0 0 Xiuqing office Independ Wang Currently in ent M 70 2012-06-28 2015-06-27 0 0 0 0 Kaiyuan office director Independ Ping Currently in ent M 64 2012-06-28 2015-06-27 0 0 0 0 Xiaofeng office director Independ Currently in Li Chun ent M 56 2012-06-28 2015-06-27 0 0 0 0 office director Independ Qu Currently in ent M 41 2012-06-28 2015-06-27 0 0 0 0 Wenzhou office director Chairma n of Wang Supervis Currently in M 60 2012-06-28 2015-06-27 0 0 0 0 Fuzhu ory office Committ ee Xue Supervis Currently in M 52 2012-06-28 2015-06-27 0 0 0 0 Ruitao or office 27 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Zhang Supervis Currently in M 48 2012-06-28 2015-06-27 0 0 0 0 Kai or office Employe Dong e Currently in M 44 2012-06-28 2015-06-27 0 0 0 0 Jianmin superviso office r Employe Zhou e Currently in F 38 2012-06-28 2015-06-27 0 0 0 0 Qiaoyan superviso office r Su Executiv Currently in Zhongmi e deputy M 59 2012-06-28 2015-06-27 0 0 0 0 office n GM Li Deputy Currently in M 58 2012-06-28 2015-06-27 0 0 0 0 Qing’en GM office Deputy Currently in Qiu Feng M 46 2012-06-28 2015-06-27 0 0 0 0 GM office Miao Deputy Currently in M 42 2012-06-28 2015-06-27 0 0 0 0 Liubin GM office Jiang Deputy Currently in M 54 2012-06-28 2015-06-27 0 0 0 0 Chengda GM office Zhang Chief Currently in M 55 2012-06-28 2015-06-27 0 0 0 0 Qingshe pilot office Xiong Chief Currently in M 48 2012-06-28 2015-06-27 0 0 0 0 Jianbo engineer office Wang Security Currently in M 48 2012-06-28 2015-06-27 0 0 0 0 Xianlin director office Secretary Dong Currently in of the M 51 2012-06-28 2015-06-27 0 0 0 0 Qiantang office Board Total -- -- -- -- -- -- 0 0 0 0 II. Post-holding Major working experience of directors, supervisors and senior executive at the present in latest five years Name Main working experience Zhang 12/2005 till now, CPC secretary and deputy President of Shandong Airlines Group; Xingfu 03/2006 till now, Chairman of the Company 07/2006-06/2009, GM and CPC deputy secretary of Zhejiang Branch of Air China; 06/2009-04/2010, General Manager and CPC Vice Secretary of Hubei Branch of Air China; Ma 04/2010 till now, member of CPC and Vice President of Air China, and Chairman, President and Chongxian CPC Vice Secretary of Shandong Airlines Group; 04/2010-now, Vice President of the Company Zeng 12/2002 -03/2011, Director and General Manager of the Company; Guoqiang 03/2011 till now, Director of the Company 03/2003-03/2011, Deputy General Manager of the Company; Yu Haitian 03/2011-06/2012, General Manager of the Company; 03/2011-now, Director and General Manager of the Company 10/2007-01/2010, General Manager of Financial Dividend in Engineer Technology Branch of Air China; Xu Guojian 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 Wang 07/2008-02/2011, Director of Commerce Commission of Air China; Mingyuan 02/2011 till now, member of CPC and vice president of Air China; 28 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 03/2006, Director of the Company 02/2003 till now, Director of Planning Financial Department of Shandong Economic Development Wang and Investment Company; Jieming 03/2006 till now, Director of the Company 03/2010 till now, Director of Assets Management Department of Shandong Economic Li Xiuqin Development and Investment Company; 06/2012 till now, Director of the Company He successively served as vice director of secretariat of political dept. of Civil Aviation, vice political commissar and political commissar of 22nd fighter Group of Civil Aviation, CPC secretary of Civil Aviation Shenyang Repair Shop, director of political dept. of Civil Aviation Administration of Shenyang, director of Shenyang Administration, General Manager of China Wang Northern Airlines, vice director of CAAC, President of Air China and General Manager of China Kaiyuan National Aviation Holding Company. Now he serves as outside director of Cinotrans & CSC Holdings Co., Ltd., independent director of Commercial Aircraft Corporation of China Ltd., DongFeng Automobile Co., Ltd., China International Travel Service Corp. Lt., and Xi’an Aircraft International Corporation. 06/2010 till now, independent director of the Company He successively served as cadre and vice director of Office in Jianan Farm Tools Plant, secretary, vice director and director of Office in Jinan Engineering Bureau, vice director of General Office of Jinan Municipal Government, vice secretary of Jinan People’s Government, CPC secretary and Ping director of Local Taxation Bureau of Jinan City. Now he serves standing director of China Xiaofeng International Taxation Research Institute (CITRI), president of International Taxation Research Institute of Jinan City, independent director of Shandong Iron & Steel Co., Ltd and Shandong Jinan Runfeng Rural Cooperative Bank 06/2012 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; Chief Researcher of Venture Li Chun Investment Law Research Center; Chief Jurist and executive director of Grandall Institution; Executive Partner of Grandall Laws Firm. 06/2009 till now, Independent Director of the Company. Once served as Manager of Investment Bank Department of Xiamen Jianfa Investment Trust Corporation, GM of Xiamen Boyi Investment Consultancy Co., Ltd.; researcher of Shenzhen Stock Exchange. He is teaches in Xiamen University since 2005; taking the positions of professor of Qu Wenzhou 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 01/2000 till now, Chief Accountant of Shandong Airlines Group; Wang Fuzhu 05/2005 till now, Chairman of Supervisory Committee of the Company 03/2009 till now, General Manager of Finance Department of Shandong Airlines Group. Xue Ruitao 06/2009 till now, Supervisor of the Company 01/2006 till now, Senior Manager of Assets Management Department of Air China Limited; Zhang Kai 06/2009 till now, Supervisor of the Company 08/2007-05/2012, vice GM of Flight Dept. of the Company; Dong 05/2012 till now, GM of Flight Dept. of the Company; Jianmin 06/2012 till now, Employee Supervisor of the Company 03/2003 -05/2012, Deputy Head of Cabin Service Department of the Company; Zhou Qiaoyan 05/2012 till now, Party branch Secretary of Cabin Service Department of the Company; 03/2006 till now, Employee Supervisor of the Company Su 05/2002 -06/2012, Director and standing deputy GM of the Company; Zhongmin 06/2012 till now, standing deputy GM of the Company 01/2005-03/2009, deputy GM and Secretary of the Board of the Company; Li Qing’en 03/2009-12/2011, deputy GM of the Company; 12/2011 till now, Deputy General Manager of the Company and CPC Secretary of Qingdao Branch 29 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 07/2005-03/2009, Deputy GM of Network Proceedings Department of Air China; Qiu Feng 03/2009 till now, Deputy GM of the Company 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 Jiang 05/2008-04/2011 Chief of Operation of the Company Chengda 04/2011 till now, Deputy GM of the Company Zhang 01/2004 till now, Chief Pilot of the Company. Qingshe 05/2008-12/2009, GM of Engineering Technology Company of the Company; 12/2009-03/2011, Chief Engineer of the Company; Xiong Jianbo 03/2011 till now, Chief Engineer of the Company and General Manager of Qingdao Branch of the Company; Wang 02/2009 till now, Security Chief of the Company Xianlin 01/2004-02/2009, Minister of Enterprise Planning and Development Department of Shandong Airlines Group; Dong 02/2009-03/2011,General Manager of Enterprise Management of the Company; Qiantang 03/2011 till now, Director of the General Office of the Company; 06/2009 till now, Secretary of the Board of Directors Post-holding in shareholder’s unit Name of Whether receiving Name shareholder’s Position remuneration from units shareholder’s units or not Air China Member of CPC, vice President Ma Shandong Yes Chongxian Aviation Chairman, President and vice secretary of CPC Group Shandong Zhang Aviation CPC secretary, vice president Yes Xingfu Group Shandong Wang Fuzhu Aviation Chief accountant Yes Group Shandong Xue Ruitao Aviation GM of Financial Dept. Yes Group Wang Air China Member of CPC, vice President Yes Mingyuan Senior Manager of Investment Enterprise Zhang Kai Air China Yes Management of Assets Management Dept. Post-holding in other unit √Applicable □Not applicable Whether receiving Name Name of other units Position remuneration from other units or not Shandong Economic Wang Director of finance & accounting Development Investment Yes Jieming division Company Shandong Economic Director of Assets Management Li Xiuqin Development Investment Yes Dept. Company 30 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) III. Remuneration for directors, supervisors and senior executives The remuneration for directors, supervisors and senior management is paid according to relevant rules on time, and the remuneration of directors and supervisors holding a post in shareholder units or other units is paid by relevant units; allowances standard for independent directors is deliberated and approved by shareholders’ general meeting and will determine based on actual working days; Remuneration of the senior management is approved by the remuneration and appraisal committee of the board, the Company will pay to senior management with their owned working situation and performance appraisal results based on the evaluation on individual performance from internal “temporary method of performance appraisal” of the Company. Director Mr. Zhang Xingfu, Supervisor Mr. Wang Fuzhu, together with Supervisor Mr. Xue Ruitao drew their remunerations from Shandong Aviation Group, the controlling shareholder of the Company, 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 Ms. Wang Jieming and Director Ms. Li Xiuqin drew their remunerations from Shandong Economic Development and Investment Company, not from the Company. Remuneration for directors, supervisors and senior executives in reporting period In ten thousand yuan Total Total remuneration Remuneration Post-holding remuneration Name Title Sex Age obtained from actually obtained at status obtained from shareholder’s period-end the Company unit Zeng Currently in Director M 60 113.03 0.00 113.03 Guoqiang office Currently in Yu Haitian Director, GM M 44 96.50 0.00 96.50 office Director, vice GM, Currently in Xu Guojian M 49 78.50 0.00 78.50 chief office accountant Wang Independent Currently in M 70 3.40 0.00 3.40 Kaiyuan director office Ping Independent Currently in M 64 3.40 0.00 3.40 Xiaofeng director office Independent Currently in Li Chun M 56 6.38 0.00 6.38 director office Independent Currently in Qu Wenzhou M 41 6.38 0.00 6.38 director office Dong Employee Currently in M 44 44.89 0.00 44.89 Jianmin supervisor office Zhou Employee Currently in F 38 38.36 0.00 38.36 Qiaoyan supervisor office Su Standing Currently in M 59 92.16 0.00 92.16 Zhongmin vice GM office Currently in Li Qing’en vice GM M 58 88.17 0.00 88.17 office Currently in Qiu Feng vice GM M 46 78.43 0.00 78.43 office Currently in Miao Liubin vice GM M 42 83.54 0.00 83.54 office Jiang Currently in vice GM M 54 76.93 0.00 76.93 Chengda office 31 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Zhang Currently in Chief pilot M 55 96.89 0.00 96.89 Qingshe office Chief Currently in Xiong Jianbo M 48 78.55 0.00 78.55 engineer office Wang Security Currently in M 48 83.59 0.00 83.59 Xianlin director office Dong Secretary of Currently in M 51 45.92 0.00 45.92 Qiantang the Board office Total -- -- -- -- 1,115.02 0.00 1,115.02 Delegated equity incentive for directors, supervisors and senior executives in reporting period □ Applicable √ Not applicable IV. Post-leaving and dismissals for directors, supervisors and senior executives Name Title Type Date Reasons Yu General Former GM, and serves as Director and GM after Director, GM 2012-06-28 Haitian election general election Su Standing vice General Former Director and sanding vice GM, serves no 2012-06-28 Zhongmin GM election director after general election Kou General Former Director, serves no director after general N/A 2012-06-28 Zunxian election election General Li Xiuqin Director 2012-06-28 Serves as Director after general election election Wang Independent General Serves as Independent Director after general 2012-06-28 Kaiyuan director election election General Former Independent Director and serves no Wei Jincai N/A 2012-06-28 election independent director after general election Ping Independent General Serves as Independent Director after general 2012-06-28 Xiaofeng director election election Dong Employee General Serves as employee supervisor after general 2012-06-28 Jianmin supervisor election election V. Employees of the Company By the end of this report period, the Company had 6,073 employees in total, including 163 persons of postgraduates (Master Degree and Doctor Degree) or above, 5,209 persons graduated from 3-years regular college or above. Ended as report period, there were 82 retirees in the Company. The staff structure is as follows: Proportion in Type of employee Number total employees Flight personnel 750 12% Aircraft crew and 1030 17% maintenance personnel Marketing personnel 1042 17% (market and freight) Air host and hostess 1452 24% 32 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Ground attendant 498 8.2% Financial personnel 161 2.6% Others 1140 19% 33 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section VIII. Corporate Governance I. Basic corporate governance During the report period, the Company constantly completes the corporate governance structure, standardize the company operation in accordance with “Corporation Law”, “Security Law”, “Governance Principles of Listed Company”, “Listing Rules of Shenzhen Stock Exchange”, “Basic Norms of Enterprise internal control” and requirements of other related laws and regulations, feasibly gives play to guidance and supervisory role of “Three meetings” in corporate governance and information disclosure so as to further improve the corporate governance level. (I) Shareholders and general meeting of stockholders During the report period, the Company convoked 2011 annual general meeting of stockholders and the first extraordinary shareholders meeting of 2012. The Company should strictly follow the procedures ruled by the Articles of Association and Rules of Procedure for General Meeting of Shareholders to convene the general meeting of stockholders, deliberate the motion and make policy, and ensure all shareholders, especially the medium and small shareholders, can enjoy equal status and fully exercise their rights. (II) Company and controlling shareholder The Company has independent business and independent management capability, its business, personnel, assets, organization and finance are independent of controlling shareholders, board of directors, board of supervisors and internal organization. The Company regulates the shareholders’ behavior in strict accordance with the “Governance Standards for Listed Company”, “Listing Rules of Shenzhen Stock Exchange”, and “Articles of Association”, the shareholders exercise their rights via the general meeting of shareholders, no shareholder has directly or indirectly intervened the Company’s management and policy-making beyond the general meeting of stockholders and the board of directors. (III) Directors and the board of directors During the report period, the board of directors convoked 8 meetings, which were implemented in strict accordance with the procedures ruled by the Articles of Association and Rules of Procedure for Board of Directors. All directors attended the board of directors as required, and seriously deliberated all motions. The independent directors performed their duties independently, maintained the overall interests of the Company, especially concerned the legitimate rights and interests of the medium and small shareholders, and made independent opinions on the significant and major events. (IV) Supervisors and board of supervisors During the report period, the board of supervisors of the Company convoked 8 meetings, which were implemented in strict accordance with the procedures ruled by the Articles of Association and Rules of Procedure for Board of Supervisors. All supervisors attended the board of supervisors as required, seriously performed their duties, supervised and made opinions on the major events, related transaction and financial situation of the Company, and maintained the legitimate rights and interests of the Company and the shareholders. (V) Information disclosure and transparency In accordance with the requirements of relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the Company seriously carried out their obligations for information disclosure, appointed China Securities Journal, Securities Times, Hong Kong Commercial Daily and http//www.cninfo.com.cn for information disclosure of the Company, which truthfully, accurately and timely disclosed related information and ensured all shareholders of the Company fairly obtain the information of the 34 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Company. There was no difference existed among the corporate governance, Corporation Law and related regulations of China Securities Regulatory Commission. (VI) The development of special activities for corporate governance, and establishment and implementation of registration and management system for inside information insider In accordance with the “Rules about establishing registration and management system for inside information insider in listed companies” issued by the China Securities Regulatory Commission in October, 2011 and the requirements of “Regulatory circulars about further accomplishing the registration and management system for inside information insider” issued by Shandong Securities Regulatory Bureau in November, 2011, and combining with actual situation of the Company, the Company further completed the revision and disclosed the “Management system for report of inside information insider and submission of external information”. The board of directors of the Company fully realized the seriousness and complexity of preventing insider trading, took various measures to implement the regulatory requirement, comprehensively strengthened the management to inside information, completed the registration and management system for inside information, and feasibly and effectively prevented relevant personnel from insider trading at the very beginning. At present, the Company has drafted a set of control program for inside information, which involved information collection, delivery, verification and release and covered the management and control for all information to be disclosed. II. Annual shareholders’ general meeting and extraordinary shareholders’ general meeting held in reporting period 1. Annual Shareholders’ General Meeting in the report period Session of Date of Index of Date Name of meeting motion Situation meeting disclosure disclosure 1. “Work Report of the Board for year of 2011” 2. “Debriefing Report of Independent Directors for year of 2011” Annual 3.’ Work Report of Supervisory Committee for year All has Shareholder of 2011” 2012-04-2 been 2012-04-2 No.: s’ General 4. “Annual Report of 2011” and its Summary 6 deliberated 7 2012-11 Meeting of 5. “Finacnial Result for year of 2011” and passed 2011 6.”Profit Distribution Plan for year of 2011” 7.”Daily Related Transaction for year of 2012” 8.”Aircraft Acquisition Plan for year of 2012” 9. “Re-engagement of CPA and its Remuneration” 2. Extraordinary shareholders’ general meeting in the report period Session of Date of Index of Date Name of meeting motion Situation meeting disclosure disclosure First Extraordinar All has y 2012-06-2 1. “General Election for the Board” been 2012-06-2 No.: Shareholder 8 2.”General Election for Supervisory Committee” deliberated 9 2012-20 s’ General and passed meeting of 2012 III. Responsibility performance of independent directors in report period 1. The attendance of Board meetings and shareholders’ general meeting for independent directors Attendance of Board meetings for independent directors Name of independent Times of Board Times of Times of Times of Times of Whether 35 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) director meeting present in attending by entrusted Absence absent the supposed to person communicatio presence Meeting for attend in the n the second report period time in a row or not Wei Jincai 5 2 3 0 0 No Wang Kaiyuan 3 1 1 1 0 No Ping Xiaofeng 3 1 2 0 0 No Li Chun 8 3 5 0 0 No Qu Wenzhou 8 3 5 0 0 No Times presented in shareholders’ general meeting by independent 2 directors 2. Objection for relevant events from independent directors Independent directors have no objection about company’s relevant matters in reporting period 3. Other explanation about responsibility performance of independent directors During the report period, strictly following the related laws and regulations of “Company Law”, “Securities Law”, “Governance Standards for Listed Company”, “Guidance on the establishment of independent director system in listed companies”, and the requirements of “Articles of Association” and “Working System of Independence Director”, every independent director faithfully, diligently and dutifully performed their duties based on the principle of independence, objectivity and justice, concerned the daily production and operation, financial situation, corporate governance structure and standard operation of internal control of the Company, actively attended relevant meetings, seriously deliberated all motions, made independent opinions on related issues of the Company, effectively ensured the scientificalness of policies and the normalization of operation of the Company, practically maintained the legitimate rights and interest of the Company and all shareholders, especially the medium and small shareholders. IV. Responsibility performance of subordinate special committee of the Board in report period (I) Responsibility performance of Auditing Committee In accordance with laws , regulations and system of China Securities Regulatory Commission, Shenzhen Stock Exchange, Articles of Association, annual report regulations of audit committee, the audit committee of the board of directors effectively performed the responsibilities, diligently did their duties in the annual financial report audit work, gave full play to the supervisory role, maintained the independence of audit. (II) Responsibility performance of Remuneration and Appraisal Committee The remuneration and appraisal committee of the board investigated the remuneration policy and program for the directors and senior management, did annual performance appraisal to the duty performing of directors and senior management according to related assessment criterion, the remuneration standard for senior management met the requirements, the remuneration amount of relevant personnel disclosed in the 2012 annual report was true and accurate. (III) Responsibility performance of Strategy and Nomination Committee The strategy and nomination committee of the board made opinions on changes of the directors and senior executive members, verified the qualification of related personnel, and did not find directors or senior 36 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) management whose qualifications don’t comply with laws, regulations or requirements of the Articles of Association. V. Works from Supervisory Committee Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee □ Yes √ No Supervisory committee has no objections for the supervise matters in reporting period VI. Independency of the Company relative to controlling shareholders’ in aspect of businesses, personnel, assets, institution and finance The company and its controlling shareholders Shandong Aviation Group has been separated totally in business, personnel, assets, institution and finance, possessing independent complete business and independent operation ability. (I) In business aspect: The company’s business has difference with its controlling shareholder’s. The company engaged in manufacturing management independently and the controlling shareholders and other related enterprise does not have dependencies. (II) In personnel aspect: The company is totally independent with its 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. (III) In asset aspect: The property right 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. (IV) 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. (V) 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. VII. Horizontal competition There is no horizontal competition between the Company and controlling shareholder 37 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) VIII. Appraisal and incentive mechanism for senior executives In accordance with the internal “temporary method of performance appraisal”, the Company checks and evaluated the individual performance, and paid merit pay based on appraisal results to enhance the incentive efficiency 38 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section IX. Internal control I. The Construction Situation of Internal Control The Company started the construction of internal control system in March, 2012, systemized the whole business processes related to the internal control, identified the risks, constructed the control matrix, raised specific control measures, established internal control manual by taking risk control as guidance and responsibility process as principal line, built internal control system, supervised system and file system, rectified and eliminated relevant defects via rectification notice and system meeting, comprehensively evaluated the operation of the Company’s whole internal control system, issued self-evaluation report of internal control, obtained standard and clean opinions from external audit authority in the first audit of internal controls, timely, effectively and fully completed the annual internal control objectives. II. Statement of the Board of Directors on Responsibility of Internal Control The board of directors and all directors of the Company guarantee the contents of this report don’t have any false records, misleading statements or major omissions, and assume joint and several liabilities for the authenticity, accuracy and completeness of the contents of this report. It is the board of directors’ responsibilities to establish, improve and effectively implement the internal control of the Company; the board of supervisors supervises the board of directors to establish and implement the internal control; managers are responsible for organizing and leading the daily operation of internal control of the Company. The target of the Company’s internal control is to reasonably guarantee the validity and legality of operation, assets safety and authenticity and completeness of financial report and the relevant information, improve the operating efficiency and effects, and promote and achieve the development strategy. III. Basis of establishing internal control for financial report In accordance with “Basic Norms of Enterprise Internal Control” jointly issued by five ministries and commissions including ministry of finance and the requirements of supporting guidelines, and in premise of carrying out “Accounting Standards for Business Enterprises” and other rules, the Company has established a series of provisions for financial management system and has effectively implemented them in the practical work, so that the Company has completed and strengthened the function and authority of financial accounting and financial management. Regarding to the job setting, manning and major accounting procedures, the Company has established independent accounting department, the personnel in accounting department faithfully implement the national financial policies and all laws and regulations, and manage the accounting events by strictly following relevant regulations of the “Accounting Law” and “Accounting Standards for Business Enterprises” IV. Self-evaluation report of internal control Details of major defects in self-evaluation report that found in reporting period In accordance with “Basic Rules of Internal Control for Enterprise”, evaluation guideline and other related laws and regulations, the Company exercise self-evaluation for the design of internal control and its implementation efficiency for the Company ended as 31 December 2012. In reporting period, the business and events , ranged in evaluation scope, were involved in internal control, and implemented efficiency without material defects being found and achieve the goal of internal control Date of self-evaluation report of internal control (full-text) 2013-03-19 disclosed Index of self-evaluation report Has been published on Juchao Website (http://www.cninfo.com.cn) dated 19 of internal control (full-text) March 2013 39 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) disclosed V. Auditing report of internal control √ Applicable □ Not applicable Auditing comments section in audit report of internal control To the Shareholders of Shandong Airlines Co., Ltd.: We have audited the effectiveness of internal control of financial report under the name of Shandong Airlines Co., Ltd. (“the Company”) dated 31 December 2012 in accordance with relevant requirements of “Internal Control Audit Guideline for Enterprises” and China Standards on Auditing and Quality Control, I. Company's responsibility for internal control The Company is responsible for the establishment & perfection and efficiency implementation of internal control as well as evaluated its effectiveness, regulated by “Basic Standard of Internal Control for Enterprises”, “Application Guidelines of Internal Control for Enterprises” and “Evaluation Guidelines of Internal Control for Enterprises”. II. Auditor's responsibility Our responsibility is to express an audit opinion on effectiveness of internal control of financial report based on our audit. And disclosed the major defects noted in internal control of non-financial report. III. Inherent limitations of internal control Internal control has an inherent limitations, and there is possibility of in-prevention and false reported. Furthermore, internal control will comes to inappropriate due to the changes of circumstances, or the controlling policy and procedure maintenance will fail in implementation; there has a certain risk in presuming the efficiency of future internal control based on internal control’s audit results. IV. Audit opinions on internal control of financial report In our opinion, Shandong Airlines Co., Ltd. maintain an efficiency of internal control of financial report, in all major aspects, as of 31 December 2012 based on relevant regulations and “Basic Standard of Internal Control for Enterprises”. RSM China CPA LLP Chinese CPA: Tao Liang Beijing China Tan Daiming 15 March 2013 Date of audit report of internal 2013-03-19 control (full-text) disclosed Index of audit report of Has been published on Juchao Website (http://www.cninfo.com.cn) dated 19 internal control (full-text) March 2013 disclosed Whether CPA carries out qualified opinion for audit report of internal control or not √Yes □ No Whether the opinions are consistent in audit report of internal control carrying out by CPA and the self-evaluation report of the Board √Yes □ No VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual Report In accordance with the laws, regulations and normative documents such as “Company Law”, “Accounting Law”, “Management method of listed company for information disclosure”, etc., the Company has formulated “Accountability system for significant errors in information disclosure”, defined the confirmation of responsibility and accountability of significant errors in information disclosure for the periodical reports, and stipulated that the Company will seriously handle the person in charge in accordance with this system once there are significant accounting errors or information disclosure omission. During the report period, there is no correction for significant accounting errors, supplement for significant information omission or revision for earnings preannouncement. 40 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section X. Financial Report I. Audit report Type of audit opinion Standard unqualified Date for audited report signed 2013-03-15 Name of audit institution RSM China Certified Public Accountants LLP Audit Report To The Board of Directors of Shandong Airlines Co., Ltd. We have audited the accompanying financial statements of Shandong Airlines Co., Ltd. (hereafter, the Shandong Airlines) and its subsidiaries (together with Shandong Airlines, hereafter, the Group), which comprise the statement of financial position and the consolidated statement of financial position as at 31 December 2012, the statement of comprehensive income and the consolidated statement of comprehensive income, the statement of cash flows and the consolidated statement of cash flows and the statement of changes in shareholders' equity and the consolidated statement of changes in shareholders' equity for the year then ended and a summary of significant accounting policies and other explanatory notes. Ⅰ Management’s responsibility for the financial statements Management of Shandong Airlines is responsible for the preparation and fair presentation of financial statements. This responsibility includes: (1) preparation of financial statements in accordance with Enterprise Accounting Standards of China and for the purpose of fair presentation; (2) designing, implementing and maintaining internal control necessary to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Ⅱ Auditors’ responsibility Our responsibility is to express an opinion on those financial statements based on our audit. We conducted our audit in accordance with the Chinese Certified Public Accountants' Auditing Standards (hereafter, the Standards). The Standards require that we comply with Chinese Certified Public Accountants Ethical Requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves the performance of audit procedures to obtain audit evidence relevant to the amounts and disclosures in the financial statements. The procedures selected depend on judgment of the Certified Public Accountants (hereafter, the CPAs), including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the CPAs consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Ⅲ Audit opinion In our opinion, the financial statements of Shandong Airlines have been prepared in accordance with the Enterprise Accounting Standards of China and present fairly, in all material respects, the consolidated and separate financial position of Shandong Airlines as at 31 December 2012 and its consolidated and separate financial performance and cash flows for the year then ended. RSM China CPA LLP Chinese CPA: Tao Liang Beijing China Tan Daiming 15 March 2013 41 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) II. Financial Statement Statement in Financial Notes are carried in RMB/CNY 1. Consolidated Balance Sheet Prepared by Shandong Airlines Co., Ltd Unit: RMB Item Amount at period-end Amount at period-begin Current assets: Monetary funds 155,417,742.97 248,185,747.48 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 186,090,177.17 185,700,185.84 Accounts paid in advance 56,927,205.61 41,348,446.65 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 252,147,802.11 189,156,268.92 Purchase restituted finance asset Inventories 116,944,913.89 116,270,780.19 Non-current asset due within one year Other current assets Total current assets 767,527,841.75 780,661,429.08 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 88,352,100.00 88,352,100.00 Investment property Fixed assets 8,132,786,866.22 6,683,456,551.61 Construction in progress 1,430,885,814.11 1,644,924,919.38 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 78,814,771.55 79,187,122.04 Expense on Research and Development Goodwill 10,220,816.22 10,220,816.22 Long-term expenses to be 301,867,908.75 255,780,389.23 apportioned Deferred income tax asset 450,885,311.43 230,402,218.41 42 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Other non-current asset Total non-current asset 10,493,813,588.28 8,992,324,116.89 Total assets 11,261,341,430.03 9,772,985,545.97 Current liabilities: Short-term loans 321,378,829.28 767,636,239.20 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial 7,198,783.59 2,145,521.10 liabilities Notes payable 100,000.00 129,547,193.34 Accounts payable 950,968,778.60 900,515,365.55 Accounts received in 215,107,573.13 292,846,652.42 advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 343,703,794.71 263,739,110.65 Taxes payable 229,684,478.03 168,132,279.57 Interest payable 16,466,095.25 8,048,176.38 Dividend payable 11,940.00 11,940.00 Other accounts payable 210,075,013.94 161,746,628.41 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due 392,573,521.87 384,557,360.39 within 1 year Other current liabilities Total current liabilities 2,687,268,808.40 3,078,926,467.01 Non-current liabilities: Long-term loans 3,854,676,638.03 3,007,009,638.54 Bonds payable 500,000,000.00 Long-term account payable 1,554,204,331.04 1,477,542,859.02 Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities 186,135,800.28 160,261,661.59 Total non-current liabilities 6,095,016,769.35 4,644,814,159.15 Total liabilities 8,782,285,577.75 7,723,740,626.16 Owner’s equity (or shareholders’ equity): Paid-in capital (or share 400,000,000.00 400,000,000.00 capital) Capital public reserve 75,410,363.70 75,410,363.70 Less: Inventory shares Reasonable reserve Surplus public reserve 257,642,799.31 199,414,021.75 Provision of general risk Retained profit 1,746,002,689.27 1,374,420,534.36 Balance difference of foreign currency translation Total owner’s equity attributable 2,479,055,852.28 2,049,244,919.81 43 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) to parent company Minority interests Total owner’s equity ( or 2,479,055,852.28 2,049,244,919.81 shareholders’ equity) Total liabilities and owner’s 11,261,341,430.03 9,772,985,545.97 equity( or shareholders’ equity) Legal Representative: Zhang Xingfu Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Wang Wuping 2. Balance Sheet of Parent Company Prepared by Shandong Airlines Co., Ltd Unit: RMB Item Amount at period-end Amount at period-begin Current assets: Monetary funds 143,242,750.59 243,921,301.34 Transaction finance asset Notes receivable Accounts receivable 178,623,467.86 179,188,885.98 Accounts paid in advance 56,697,404.55 40,940,314.17 Interest receivable Dividend receivable Other receivables 287,010,996.18 203,763,094.81 Inventories 116,944,913.89 116,270,780.19 Non-current asset due within one year Other current assets Total current assets 782,519,533.07 784,084,376.49 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 194,352,785.43 194,352,785.43 Investment property Fixed assets 8,016,147,993.09 6,623,652,373.64 Construction in progress 1,430,885,814.11 1,621,968,762.03 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 64,037,228.25 64,374,922.89 Expense on Research and Development Goodwill Long-term expenses to be 301,798,566.81 255,600,868.72 apportioned Deferred income tax asset 450,970,591.69 230,083,720.58 Other non-current asset Total non-current asset 10,458,192,979.38 8,990,033,433.29 Total assets 11,240,712,512.45 9,774,117,809.78 Current liabilities: 44 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Short-term loans 321,378,829.28 767,636,239.20 Transaction financial 7,198,783.59 2,145,521.10 liabilities Notes payable 100,000.00 129,547,193.34 Accounts payable 947,683,544.83 898,725,089.85 Accounts received in 211,382,526.62 291,086,272.00 advance Wage payable 343,449,526.33 263,558,230.63 Taxes payable 229,290,824.09 166,980,287.94 Interest payable 16,466,095.25 8,048,176.38 Dividend payable 11,940.00 11,940.00 Other accounts payable 204,933,548.07 168,068,512.20 Non-current liabilities due 392,573,521.87 384,557,360.39 within 1 year Other current liabilities Total current liabilities 2,674,469,139.93 3,080,364,823.03 Non-current liabilities: Long-term loans 3,854,676,638.03 3,007,009,638.54 Bonds payable 500,000,000.00 Long-term account payable 1,554,204,331.04 1,477,542,859.02 Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities 186,135,800.28 160,261,661.59 Total non-current liabilities 6,095,016,769.35 4,644,814,159.15 Total liabilities 8,769,485,909.28 7,725,178,982.18 Owner’s equity (or shareholders’ equity): Paid-in capital (or share 400,000,000.00 400,000,000.00 capital) Capital public reserve 86,911,168.71 86,911,168.71 Less: Inventory shares Reasonable reserve Surplus public reserve 256,982,094.78 198,753,317.22 Provision of general risk Retained profit 1,727,333,339.68 1,363,274,341.67 Balance difference of foreign currency translation Total owner’s equity ( or 2,471,226,603.17 2,048,938,827.60 shareholders’ equity) Total liabilities and owner’s 11,240,712,512.45 9,774,117,809.78 equity( or shareholders’ equity) Legal Representative: Zhang Xingfu Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Wang Wuping 3. Consolidated Profit Statement Prepared by Shandong Airlines Co., Ltd Unit: RMB Item Amount in this period Amount in last period I. Total operating income 10,993,024,914.41 9,666,969,745.20 Including: Operating income 10,993,024,914.41 9,666,969,745.20 Interest income 45 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Insurance gained Commission charge and commission income II. Total operating cost 10,361,111,969.46 8,673,994,733.22 Including: Operating cost 8,576,272,368.85 7,263,251,881.75 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 363,292,935.61 319,511,430.44 Sales expenses 745,690,102.02 621,566,178.55 Administration expenses 238,415,387.65 188,365,620.87 Financial expenses 243,510,475.66 86,035,967.94 Losses of devaluation of asset 193,930,699.67 195,263,653.67 Add: Changing income of fair -5,053,262.49 -7,570,558.20 value(Loss is listed with “-”) Investment income (Loss is listed 14,394,514.79 8,549,475.93 with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is 641,254,197.25 993,953,929.71 listed with “-”) Add: Non-operating income 147,187,472.57 55,609,548.52 Less: Non-operating expense 7,392,852.70 18,547,260.62 Including: Disposal loss of 6,908,093.55 17,320,987.51 non-current asset IV. Total Profit (Loss is listed 781,048,817.12 1,031,016,217.61 with “-”) Less: Income tax expense 191,237,884.65 260,243,745.35 V. Net profit (Net loss is listed 589,810,932.47 770,772,472.26 with “-”) Including: Net profit of combined party realized before combination Net profit attributable to owner’s 589,810,932.47 771,225,549.05 of parent company Minority shareholders’ gains -453,076.79 and losses VI. Earnings per share -- -- i. Basic earnings per share 1.47 1.93 ii. Diluted earnings per share 1.47 1.93 VII. Other consolidated income VIII. Total consolidated income 589,810,932.47 770,772,472.26 Total consolidated income attributable to owners of parent 589,810,932.47 771,225,549.05 company 46 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Total consolidated income attributable to minority -453,076.79 shareholders For enterprise combination under same control in reporting period, net profit of combined party realized before combination amounting as: RMB Legal Representative: Zhang Xingfu Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Wang Wuping 4. Profit Statement of Parent Company Prepared by Shandong Airlines Co., Ltd Unit: RMB Item Amount in this period Amount in last period I. Operating income 10,975,580,616.97 9,646,749,445.02 Less: Operating cost 8,570,545,554.82 7,258,022,848.04 Operating tax and extras 362,295,788.73 318,499,180.24 Sales expenses 748,222,436.40 621,566,178.55 Administration expenses 233,679,178.89 182,797,444.37 Financial expenses 243,533,200.81 85,320,836.52 Losses of devaluation of asset 194,946,539.59 196,012,449.21 Add: Changing income of fair -5,053,262.49 -7,570,558.20 value(Loss is listed with “-”) Investment income (Loss is listed 14,394,514.79 8,549,475.93 with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is 631,699,170.03 985,509,425.82 listed with “-”) Add: Non-operating income 147,181,559.72 55,609,548.52 Less: Non-operating expense 7,382,942.99 18,076,510.82 Including: Disposal loss of 6,905,518.55 17,320,987.51 non-current asset III. Total Profit (Loss is listed 771,497,786.76 1,023,042,463.52 with “-”) Less: Income tax expense 189,210,011.19 258,349,794.94 IV. Net profit (Net loss is listed 582,287,775.57 764,692,668.58 with “-”) V. Earnings per share -- -- i. Basic earnings per share 1.46 1.91 ii. Diluted earnings per share 1.46 1.91 VI. Other consolidated income VII. Total consolidated income 582,287,775.57 764,692,668.58 Legal Representative: Zhang Xingfu Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Wang Wuping 5. Consolidated Cash Flow Statement Prepared by Shandong Airlines Co., Ltd Unit: RMB Item Amount in this period Amount in last period 47 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 10,958,543,064.30 9,862,481,548.80 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 Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received 138,366,954.40 100,218,711.14 concerning operating activities Subtotal of cash inflow 11,096,910,018.70 9,962,700,259.94 arising from operating activities Cash paid for purchasing commodities and receiving labor 7,134,742,062.38 5,788,881,664.53 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 and 1,280,713,318.55 1,090,515,615.99 workers Taxes paid 706,663,961.17 655,361,409.83 Other cash paid concerning 248,473,175.85 182,890,904.69 operating activities Subtotal of cash outflow 9,370,592,517.95 7,717,649,595.04 arising from operating activities Net cash flows arising from 1,726,317,500.75 2,245,050,664.90 operating activities II. Cash flows arising from investing activities: Cash received from recovering 48 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) investment Cash received from investment 16,247,366.84 11,841,382.42 income Net cash received from disposal of fixed, intangible and other 82,725.86 26,638,335.14 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from 16,330,092.70 38,479,717.56 investing activities Cash paid for purchasing fixed, intangible and other 2,233,827,146.00 1,495,212,313.66 long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from 6,937,426.46 subsidiaries and other units Other cash paid concerning 1,852,852.05 3,291,906.49 investing activities Subtotal of cash outflow from 2,235,679,998.05 1,505,441,646.61 investing activities Net cash flows arising from -2,219,349,905.35 -1,466,961,929.05 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 1,677,158,004.62 1,092,744,152.40 Cash received from issuing 500,000,000.00 bonds Other cash received 7,470,000.00 180,327,369.12 concerning financing activities Subtotal of cash inflow from 2,184,628,004.62 1,273,071,521.52 financing activities Cash paid for settling debts 1,243,570,158.09 1,482,346,801.17 Cash paid for dividend and profit distributing or interest 326,407,154.44 269,449,515.31 paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 207,713,467.59 207,567,204.67 financing activities Subtotal of cash outflow 1,777,690,780.12 1,959,363,521.15 from financing activities Net cash flows arising from 406,937,224.50 -686,291,999.63 financing activities IV. Influence on cash and cash 1,297,175.59 -217,273.25 equivalents due to fluctuation in 49 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) exchange rate V. Net increase of cash and cash -84,798,004.51 91,579,462.97 equivalents Add: Balance of cash and cash equivalents at the period 240,185,747.48 148,606,284.51 -begin VI. Balance of cash and cash 155,387,742.97 240,185,747.48 equivalents at the period -end Legal Representative: Zhang Xingfu Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Wang Wuping 6. Cash Flow Statement of Parent Company Prepared by Shandong Airlines Co., Ltd Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 10,940,139,794.93 9,841,918,121.78 services Write-back of tax received Other cash received 142,167,899.49 105,768,674.93 concerning operating activities Subtotal of cash inflow 11,082,307,694.42 9,947,686,796.71 arising from operating activities Cash paid for purchasing commodities and receiving labor 7,140,620,035.20 5,792,830,488.54 service Cash paid to/for staff and 1,276,278,315.90 1,086,926,998.30 workers Taxes paid 702,281,591.79 650,829,922.59 Other cash paid concerning 269,198,909.75 196,797,149.55 operating activities Subtotal of cash outflow 9,388,378,852.64 7,727,384,558.98 arising from operating activities Net cash flows arising from 1,693,928,841.78 2,220,302,237.73 operating activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment 16,247,366.84 11,841,382.42 income Net cash received from disposal of fixed, intangible and other 64,695.86 26,638,335.14 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from 16,312,062.70 38,479,717.56 investing activities 50 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Cash paid for purchasing fixed, intangible and other 2,209,331,003.27 1,483,183,573.11 long-term assets Cash paid for investment 24,510,000.00 Net cash received from 6,937,426.46 subsidiaries and other units Other cash paid concerning 1,852,852.05 3,291,906.49 investing activities Subtotal of cash outflow from 2,211,183,855.32 1,517,922,906.06 investing activities Net cash flows arising from -2,194,871,792.62 -1,479,443,188.50 investing activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 1,677,158,004.62 1,092,744,152.40 Cash received from issuing 500,000,000.00 bonds Other cash received 7,470,000.00 180,327,369.12 concerning financing activities Subtotal of cash inflow from 2,184,628,004.62 1,273,071,521.52 financing activities Cash paid for settling debts 1,243,570,158.09 1,470,046,801.17 Cash paid for dividend and profit distributing or interest 326,407,154.44 268,618,773.32 paying Other cash paid concerning 207,713,467.59 183,057,204.67 financing activities Subtotal of cash outflow 1,777,690,780.12 1,921,722,779.16 from financing activities Net cash flows arising from 406,937,224.50 -648,651,257.64 financing activities IV. Influence on cash and cash equivalents due to fluctuation in 1,297,175.59 -217,273.25 exchange rate V. Net increase of cash and cash -92,708,550.75 91,990,518.34 equivalents Add: Balance of cash and cash equivalents at the period 235,921,301.34 143,930,783.00 -begin VI. Balance of cash and cash 143,212,750.59 235,921,301.34 equivalents at the period -end Legal Representative: Zhang Xingfu Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Wang Wuping 7. Statement of Changes in Owners’ Equity (Consolidated) Prepared by Shandong Airlines Co., Ltd Unit: RMB Amount in this period Amount in this period Item Owners’ equity attributable to parent company Minor Total Paid-u Capital Less: Reason Surplu Provisi Retain Other sharehol owners’ 51 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) p reserve invento able s on of ed ders’ equity capital s ry reserve reserve general profit equity (or shares s risk share capital ) 400,00 199,41 1,374,4 I. Balance at the end of last 75,410, 2,049,24 0,000. 4,021. 20,534. year 363.70 4,919.81 00 75 36 Plus: Change of accounting policy Correcting of previous errors Others 400,00 199,41 1,374,4 II. Balance at the 75,410, 2,049,24 0,000. 4,021. 20,534. beginning of current year 363.70 4,919.81 00 75 36 III. Changed in current 58,228 371,58 429,810, term(Loss is listed with ,777.5 2,154.9 932.47 “-”) 6 1 589,81 589,810, (I) Net profit 0,932.4 932.47 7 (II) Other consolidated income 589,81 589,810, Subtotal of (I) and (II) 0,932.4 932.47 7 (III) Owners’ input and withdraw of share capital 1. Capital input by owners 2. Share payment accounted into owners’ equity 3. Others 58,228 -218,2 -160,000, (IV) Profit distribution ,777.5 28,777. 000.00 6 56 58,228 -58,22 1. Providing of surplus ,777.5 8,777.5 reserves 6 6 2. Common risk provision -160,0 3. Dividend to -160,000, 00,000. owners’(or shareholders) 000.00 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 52 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 4. Others (VI) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VII) Other 400,00 257,64 1,746,0 IV. Balance at the end of 75,410, 2,479,05 0,000. 2,799. 02,689. this term 363.70 5,852.28 00 31 27 Amount in last year Unit: RMB Amount in last year Owners’ equity attributable to parent company Paid-u p Minor Less: Surplu Provisi Total Item capital Capital Reason Retain sharehol invento s on of owners’ (or reserve able ed Other ders’ ry reserve general equity share s reserve profit equity shares s risk capital ) 400,00 122,94 799,66 I. Balance at the end of last 84,050, 13,462,2 1,420,12 0,000. 4,754. 4,252.1 year 162.84 71.78 1,441.68 00 89 7 Plus: retroactive adjustment arising from enterprise combination under same control Plus: Change of accounting policy Correcting of previous errors Others 400,00 122,94 799,66 II. Balance at the 84,050, 13,462,2 1,420,12 0,000. 4,754. 4,252.1 beginning of current year 162.84 71.78 1,441.68 00 89 7 III. Changed in current 76,469 574,75 -8,639, -13,462, 629,123, term(Loss is listed with ,266.8 6,282.1 799.14 271.78 478.13 “-”) 6 9 771,22 -453,076 770,772, (I) Net profit 5,549.0 .79 472.26 5 (II) Other consolidated income 771,22 -453,076 770,772, Subtotal of (I) and (II) 5,549.0 .79 472.26 5 (III) Owners’ input and -8,639, -13,009, -21,648,9 withdraw of share capital 799.14 194.99 94.13 1. Capital input by owners 2. Share payment accounted into owners’ equity -8,639, -13,009, -21,648,9 3. Others 799.14 194.99 94.13 53 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 76,469 -196,4 -120,000, (IV) Profit distribution ,266.8 69,266. 000.00 6 86 76,469 -76,46 1. Providing of surplus ,266.8 9,266.8 reserves 6 6 2. Common risk provision -120,0 3. Dividend to -120,000, 00,000. owners’(or shareholders) 000.00 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 400,00 199,41 1,374,4 IV. Balance at the end of 75,410, 2,049,24 0,000. 4,021. 20,534. 0.00 this term 363.70 4,919.81 00 75 36 Legal Representative: Zhang Xingfu Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Wang Wuping 8. Statement of Changes in Owners’ Equity (Parent Company) Prepared by Shandong Airlines Co., Ltd Unit: RMB Amount in this period Amount in this period Paid-up Provision Less: Total Item capital(or Capital Reasonab Surplus of Retained inventory owners’ share reserves le reserve reserves general profit shares equity capital) risk I. Balance at the end of last 400,000, 86,911,1 198,753, 1,363,27 2,048,93 year 000.00 68.71 317.22 4,341.67 8,827.60 Plus: Change of accounting policy Correcting of previous errors Others II. Balance at the beginning 400,000, 86,911,1 198,753, 1,363,27 2,048,93 of current year 000.00 68.71 317.22 4,341.67 8,827.60 III. Changed in current 58,228,7 364,058, 422,287, term(Loss is listed with “-”) 77.56 998.01 775.57 54 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 582,287, 582,287, (I) Net profit 775.57 775.57 (II) Other consolidated income 582,287, 582,287, Subtotal of (I) and (II) 775.57 775.57 (III) Owners’ input and withdraw of share capital 1. Capital input by owners 2. Share payment accounted into owners’ equity 3. Others 58,228,7 -218,228, -160,000, (IV) Profit distribution 77.56 777.56 000.00 1. Providing of surplus 58,228,7 -58,228,7 reserves 77.56 77.56 2. Common risk provision 3. Dividend to -160,000, -160,000, owners’(or shareholders) 000.00 000.00 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 400,000, 86,911,1 256,982, 1,727,33 2,471,22 this term 000.00 68.71 094.78 3,339.68 6,603.17 Amount in last year Unit: RMB Amount in last year Paid-up Provision Less: Total Item capital(or Capital Reasonab Surplus of Retained inventory owners’ share reserves le reserve reserves general profit shares equity capital) risk I. Balance at the end of last 400,000, 84,050,1 122,284, 795,050, 1,401,38 year 000.00 62.84 050.36 939.95 5,153.15 Plus: Change of accounting policy Correcting of previous errors Others II. Balance at the beginning 400,000, 84,050,1 122,284, 795,050, 1,401,38 of current year 000.00 62.84 050.36 939.95 5,153.15 55 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) III. Changed in current 2,861,00 76,469,2 568,223, 647,553, term(Loss is listed with “-”) 5.87 66.86 401.72 674.45 764,692, 764,692, (I) Net profit 668.58 668.58 (II) Other consolidated income 764,692, 764,692, Subtotal of (I) and (II) 668.58 668.58 (III) Owners’ input and 2,861,00 2,861,00 withdraw of share capital 5.87 5.87 1. Capital input by owners 2. Share payment accounted into owners’ equity 2,861,00 2,861,00 3. Others 5.87 5.87 76,469,2 -196,469, -120,000, (IV) Profit distribution 66.86 266.86 000.00 1. Providing of surplus 76,469,2 -76,469,2 reserves 66.86 66.86 2. Common risk provision 3. Dividend to -120,000, -120,000, owners’(or shareholders) 000.00 000.00 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, 86,911,1 198,753, 1,363,27 2,048,93 term 000.00 68.71 317.22 4,341.67 8,827.60 Legal Representative: Zhang Xingfu Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Wang Wuping 56 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Shandong Airlines Co., Ltd. Notes to the Financial Statements For The Year Ended 31 December 2012 (All amounts are expressed in CNY unless otherwise stated) Note 1 Corporation profile 1.1 Company’s history Shandong Airlines Co., Ltd. (hereafter, the Company) is a foreign-invested limited liability company incorporated in the People’s Republic of China. The Company was incorporated through the restructuring project jointly initiated by Shandong Airlines Group Co., Ltd. (hereafter, SDA Group), Inspur Co., Ltd. (previously known as Inspur Electronic Information Industry Group Company (浪潮电 子信息产业集团公司), Shandong Hualu Group Co., Ltd, Shandong Group Corp. of Fisheries Enterprises and Luyin Investment Group (鲁银投资集团股份有限公司) following the approval (LuTiGaiQiZi(1999)No.88 ( 鲁 体 改 企 字 (1999) 第 88 号 )) granted by the Economic Reform Commission of Shandong Province (山东省经济体制改革委员会) on July 29th, 1999. Shandong Airlines Group Co., Ltd. acquired 259,204,000 state-owned corporate shares (国有法人 股), with CNY 1.00 at par, of the Company by transferring its air transportation operation and the related assets and liabilities to the Company on November 25th, 1999. Inspur Co., Ltd., Shandong Hualu Group Co., Ltd. and Shandong Group Corp. of Fisheries Enterprises each acquired 199,000 state-owned corporate shares, with CNY 1.00 at par, by cash investment of CNY 200,000.00 each on November 26th, 1999. Luyin Investment Group acquired 199,000 domestic corporate shares (国内法 人股), with CNY 1.00 at par, by cash investment of CNY 200,000.00 on November 26 th, 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 22 nd, 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. 57 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (hereafter, Air China). As so provided in GuoZiChanQuan[2004]No.956, the rights and obligation attributable to China Aviation Group as specified in the Agreement of Share Transfer shall be afforded by Air China. The change of share ownership was registered at the China Securities Depository and Clearing Corporation Limited Shenzhen Office by SDA Group and Air China on December 3rd, 2004; And, 91,200,000 shares of the Company then became held by Air China. Legal representative of the Company: ZHANG, Xingfu Place of registration: Shandong Jinan Yaoqiang International Airport Address of headquarter: Shandong Airlines Centre, 5746 – East 2nd Ring Road, Jinan, Shandong 1.2 Industry of operation The Company operates in the industry of transportation. 1.3 Operating capacity The Company is permitted to undertake international and domestic passenger and cargo transportation, hotel and beverage related operation (limited to operation through branch); provision of aircraft maintenance, training of civil aviation pilots and air crew, insurance brokerage (limited to air accident insurance, with period of operation valid until September 3rd, 2015); 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),but involve operation related to commodity that are subject to quotas , licence requirements, which are restricted to obtain permission before the operation. 1.4 Principal products (and/or services) The principal service supplied by the Company is domestic air transportation. 1.5 The financial statements of the Group has been approved by the board of directors on 15 Mar 2013 Note 2 Basis of Preparation The financial statements of the Company have been prepared on the basis of going concern in conformity with Chinese Accounting Standards for Business Enterprises and the Accounting Systems for Business Enterprises issued by the Ministry of Finance of People’s Republic of China in February 2006, and Accounting Standards (order No.38 of the Ministry of Finance) and Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial Reports (2010 Revision) issued by the China Securities Regulatory Commission (CSRC). According to the relevant accounting regulations in Chinese Accounting Standards for Business Enterprises, the Company has adopted the accrual basis of accounting. Except for certain financial instruments which are measured by at fair value, the Company adopts the historical cost as the principle of measurement in the financial statements. Where assets are impaired, provisions for asset 58 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) impairment are made in accordance with relevant requirements. Note 3 Statement of Compliance with Enterprise Accounting Standards The financial statements of the company are recognized and measured in accordance with the regulations in the Chinese Accounting Standards for Business Enterprises and they give a true and fair view of the financial position, business result and cash flow of the Company as of 31 December 2012 .In addition, the financial statements of the company comply, in all material respects, with the revised disclosing requirements for financial statements and the notes ‖ Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial Reports (2010 Revision) issued by China Securities Regulatory Commission (CSRC) in 2010. Note 4 Important Accounting Principles and Accounting Estimates 4.1 Accounting period The accounting period of the Company is classified as interim period and annual period. Interim period refers to the reporting period shorter than a complete annual period. The accounting period of the Company is the calendar year from January 1 to December 31. 4.2 Monetary Unit Yuan (CNY) is the currency of the primary economic environment in which the Company and its domestic subsidiaries operate. Therefore, the Company and its domestic subsidiaries choose CNY as their functional currency. The Company adopts CNY to prepare its functional statements. 4.3 Business combination A business combination is a transaction or event that brings together two or more separate entities into one reporting entity. Business combinations are classified into business combinations involving enterprises under common control and business combinations not involving enterprises under common control. (1) Business combination involving entities under common control A business combination involving enterprises under common control is a business combination in which all of the combining enterprises are ultimately controlled by the same party or parties both before and after the combination, and that control is not transitory. For a business combination involving enterprises under common control, the party that, on the combination date, obtains control of another enterprise participating in the combination is the absorbing party, while that other enterprise participating in the combination is a party being absorbed. Combination date is the date on which the absorbing party effectively obtains control of the party being absorbed. The assets and liabilities obtained are measured at the carrying amounts as recorded by the enterprise being combined at the combination date. The difference between the carrying amount of the net assets obtained and the carrying amount of consideration paid for the combination (or the total face value of shares issued) is adjusted to the capital premium (or share premium) in the capital reserve. If the 59 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) balance of the capital premium (or share premium) is insufficient, any excess is adjusted to retained earnings. The cost of a combination incurred by the absorbing party includes any costs directly attributable to the combination shall be recognized as an expense through profit or loss for the current period when incurred. (2) Business combination involving entities not under common control A business combination involving enterprises not under common control is a business combination in which all of the combining enterprises are not ultimately controlled by the same party or parties both before and after the business combination. For a business combination not involving enterprises under common control, the party that, on the acquisition date, obtains control of another enterprise participating in the combination is the acquirer, while that other enterprise participating in the combination is the acquiree. Acquisition date is the date on which the acquirer effectively obtains control of the acquiree. For a business combination not involving enterprise under common control, the combination cost including the sum of fair value, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer. The intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and consultancy services etc and other associated administrative expenses attributable to the business combination are recognized in profit or loss when they are incurred. The transaction cost arose from issuing of equity securities or liability securities shall be initially recognized as equity securities or liability securities. The contingent consideration related to the combination shall be booked as combination cost at the fair value at the acquisition date. If, within the 12 months after acquisition, additional information can prove the existence of related information at acquisition date and the contingent consideration need to be adjusted, goodwill can be offset. For a business combination achieved in stages that involves multiple exchange transactions, the equity interest in the acquiree previously held before the acquisition date re-assessed at the fair value at the acquisition date, with any difference between its fair value and its carrying amount is recorded as investment income. The other comprehensive income of the acquiree before the acquisition date relating to the previously held interest in the acquiree is transferred to investment income. Combination cost is the aggregate of the carrying amount of the equity interest held in the acquiree prior to the acquisition date and the fair value of the cost of the additional investment at the acquisition date. Combination cost of the acquirer’s interest and identifiable net assets of the acquirer acquired through the business combination shall be measured by the fair value at the acquisition date. Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference shall be recognized as goodwill. Where the cost of combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference shall be 60 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) accounted for according to the following requirements: (i) the acquirer shall reassess the measurement of the fair values of the acquiree’s identifiable assets, liabilities and contingent liabilities and measurement of the cost of combination; (ii) if after that reassessment, the cost of combination is still less than the acquirer’s interest in the fair values of the acquiree’s identifiable net assets, the acquirer shall recognize the remaining difference immediately in profit or loss for the current period. Where the temporary difference obtained by the acquirer was not recognized due to inconformity with the conditions applied for recognition of deferred income tax, if, within the 12 months after acquisition, additional information can prove the existence of related information at acquisition date and the expected economic benefits on the acquisition date arose from deductible temporary difference by the acquiree can be achieved, relevant income tax assets can be recognized, and goodwill offset. If the goodwill is not sufficient, the difference shall be recognized as profit of the current period. Apart from above, the differences shall be taken into profit or loss of the current period if the recognition of deferred income tax assets is related to the combination 4.4 Preparation of the consolidated financial statements (1) The scope of consolidation The scope of consolidation for the consolidated financial statements is determined on the basis of control. Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its operating activities. The scope of consolidation includes the Company and all of the subsidiaries. Subsidiary is an enterprise or entity under the control of the Company. (2) Preparation of the consolidated financial statements The subsidiary of the Company is included in the consolidated financial statements from the date when the control over the net assets and business decisions of the subsidiary is effectively obtained, and excluded from the date when the control ceases. For a subsidiary disposed of by the Company, the operating results and cash flows before the date of disposal (the date when control is lost) are included in the consolidated income statement and consolidated statement of cash flows, as appropriate. For a subsidiary disposed during the period, no adjustment is made to the opening balance of the consolidated financial statements. For a subsidiary acquired through a business combination not under common control, the operating results and cash flows from the acquisition (the date when the control is obtained) are included in the consolidated income statement and consolidated statement of cash flows, as appropriated; no adjustment is made to the opening balance and comparative figures in the consolidated financial statements. Where a subsidiary was acquired during the reporting period, through a business combination involving enterprises under common control, the financial statements of the subsidiary are included in the consolidated financial statements. The results of operations and cash flow are included in the consolidated balance sheet and the consolidated income statement, respectively, based on their carrying amounts, from the date that common control was established, and the opening balances and the comparative figures of the consolidated financial statements are restated. 61 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) When the accounting period or accounting policies of a subsidiary are different from those of the Company, the Company makes necessary adjustments to the financial statements of the subsidiary based on the Company’s own accounting period or accounting policies. Where a subsidiary was acquired during the reporting period through a business combination not under common control, the financial statements was reconciliated on the basis of the fair value of identifiable net assets at the date of acquisition. Intra-Group balances and transactions, and any unrealized profit or loss arising from intra-Group transactions, are eliminated in preparing the consolidated financial statements. Minority interest and the portion in the net profit or loss not attributable to the Company are presented separately in the consolidated balance sheet within shareholders’/ owners’ equity and net profit. Net profit or loss attributable to minority shareholders in the subsidiaries is presented separately as minority interest in the consolidated income statement below the net profit line item. When the amount of loss for the current period attributable to the minority shareholders of a subsidiary exceeds the minority shareholders’ portion of the opening balance of [shareholders’] [owners’] equity of the subsidiary, the excess is allocated against the minority interests. When the Company loses control of a subsidiary due to the disposal of a portion of an equity investment or other reasons, the remaining equity investment is re-measured at its fair value at the date when control is lost. The difference between 1) the total amount of consideration received from the transaction that resulted in the loss of control and the fair value of the remaining equity investment and 2) the carrying amounts of the interest in the former subsidiary’s net assets immediately before the loss of the control is recognized as investment income for the current period when control is lost. The amount recognized in other comprehensive income in relation to the former subsidiary’s equity investment is reclassified as investment income for the current period when control is lost. The retained interest is subsequently measured according to the rules stipulated in the ―Chinese Accounting Standards for Business Enterprises No.2—Long-term equity investment‖ or ―Chinese Accounting Standards for Business Enterprises No.22—Determination and measurement of financial instruments‖ . See Note 4.10 Long-term equity investments and Note 4.7 Financial instruments for details. 4.5 Cash equivalent Cash and cash equivalents of the Company include cash on hand, ready usable deposits and investments having short holding term (normally will be due within three months from the day of purchase), with strong liquidity and easy to be exchanged into certain amount of cash that can be measured reliably and have low risks of change. 4.6 Foreign exchange (1) Translation in foreign exchange transactions The foreign currency transactions are recorded, on initial recognition in the functional currency, by applying [the spot exchange rate on the date of the transaction / an exchange rate that approximates the actual spot exchange rate on the date of transaction]. The exchange of foreign currency and transactions related to the foreign exchange are translated at the spot exchange rate. (2) Translation of monetary foreign currency and non-monetary foreign currency 62 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) At the balance sheet date, foreign currency monetary items are translated using the spot exchange rate at the balance sheet date. All the exchange differences thus resulted are taken to profit or loss, except for those relating to foreign currency borrowings specifically for construction and acquisition of qualifying assets, which are capitalized in accordance with the principle of capitalization of borrowing costs; ② hedging accounting, the exchange difference related to hedging instruments for the purpose of net oversea operating investment is recorded in the comprehensive income till the date of disposal and recognized in profit or loss of the period; exchange difference from changes of other account balance of foreign currency monetary items available-for-trade is recorded into profit or loss except for amortized cost. Non-monetary foreign currency items measured at historical cost shall still be translated at the spot exchange rate prevailing on the transaction date, and the amount denominated in the functional currency is not changed. Non-monetary foreign currency items measured at fair value are translated at the spot exchange rate prevailing at the date when the fair values are determined. The exchange difference thus resulted are recognized in profit or loss for the current period or as capital reserve. (3) The translation of financial statement in foreign currency When the consolidated financial statements include foreign operation(s), if there is a foreign currency monetary item constituting a net investment in a foreign operation, exchange difference arising from changes in exchange rates are recognized as ―exchange differences arising on translation of financial statements denominated in foreign currencies‖ in owner’s equity, and in profit or loss for the period upon disposal of the foreign operation. The Group translates the financial statements of its foreign operations into CNY by following rules. Assets and liabilities in the balance sheet are translated at the spot exchange rate prevailing at the balance sheet date; all equity items except for retained earnings are translated at the spot exchange rates at the dates on which such items occur; income and expenses in income statement are translated at the spot exchange rates at the date of transaction; the opening retained earnings is the closing retained earnings of the last period after translation; the closing balance of retained earnings is calculates and presented in the basis of each translated income statements and profit distribution item; the difference arising between the assets and liabilities and shareholders’ equity shall be booked as translation difference of foreign currency statements, and shall be presented as a separate component of equity in the balance sheet. On a loss of control over Group’s oversea operation due to disposal, the Company transfers the accumulated or proportionate share of the accumulated exchange difference arising on translation of financial statements of this oversea operation attributable to the owners’ equity of the Company and presented under shareholders’ equity, to profit or loss in the period in which the disposal occurs. Foreign currency cash flows and cash flow of oversea subsidiaries are translated at the spot exchange rates on the date of cash flows.The effect of exchange rate changes on cash is separately presented as an adjustment item in the cash flow statement. The opening and actual amount of last year are presented in the financial statement after translation 63 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 4.7 Financial instruments (1) Determination of financial assets and liabilities’ fair value 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. For a financial instrument which has an active market, the Company uses quoted price in the active market to establish its fair value. The quoted price in the active market refers to the price that can be regularly obtained from exchange market, agencies, industry associations, pricing authorities; it represents the fair market trading price in the actual transaction. For a financial instrument which does not have an active market, the Company establishes fair value by using a valuation technique. Valuation techniques include using recent arm’s length market transactions between knowledgeable, willing parties, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models. 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. (2) Classification, recognition and measurement of financial assets All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. On initial recognition, the Company’s financial assets are classified into one of the four categories, including financial assets at fair value though profit or loss, held-to maturity investments, loans and receivables and available-for-trade financial assets. A financial asset is recognized initially at fair value. In the case of financial assets at fair value through profit or loss, relevant transaction costs are immediately charged to the profit and loss of the current period; transaction costs relating to financial assets of other categories are included in the amount initially recognized. 1) Financial assets at fair value through profit or loss: Including financial assets held-for-trade and financial assets designated at fair value through profit or loss. Financial asset held-for-trade is the financial asset that meets one of the following conditions: A. the financial asset is acquired for the purpose of selling it in a short term; B. the financial asset is a part of a portfolio of identifiable financial instruments that are collectively managed, and there is objective evidence indicating that the enterprise recently manages this portfolio for the purpose of short-term profits; C. the financial asset is a derivative, except for a derivative that is designated and effective hedging instrument, or a financial guarantee contract, or a derivative that is linked to and must be settled by delivery of an unquoted equity instrument (without a quoted price from an active market) whose fair value cannot be reliably measured. For such kind of financial assets, fair values are adopted for subsequent measurement. Financial asset is designated on initial recognition as at fair value through profit or loss only when it meets one of the following conditions: 64 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) A. the designation eliminates or significantly reduces the inconsistency in the measurement or recognition of relevant gains or losses that would otherwise arise from measuring the financial instruments on different bases. B.a Group of financial instruments is managed and its performance is evaluated on a fair value basis, and is reported to the enterprise’s key management personnels. Formal documentation regarding risk management or investment strategy has prepared. Financial assets at fair value through profit or loss are subsequently measured at the fair value. Any gains or losses arising from changes in the fair value and any dividends or interest income earned on the financial assets are recognized in the profit or loss. 2) Investment held-to maturity Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity that an entity has the positive intention and ability to hold to maturity. Such kind of financial assets are subsequently measured at amortized cost using the effective interest method. Gains or losses arising from derecognition, impairment or amortization are recognized in profit or loss for the current period. Effective interest rate is the rate that exactly discounted estimated future cash flows through the expected life of the financial asset or financial liability or, where appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Company shall estimate future cash flow considering all contractual terms of the financial asset or financial liability without considering future credit losses, and also consider all fees paid or received between the parties to the contract giving rise to the financial asset and financial liability that are an integral part of the effective interest rate, transaction costs, and premiums or discounts, etc. 3) Loans and receivables Loans and receivables are non-derivative financial assets with fixed determinable payment that are not quoted in an active market. Financial assets classified as loans and receivables by the Company include note receivables, account receivables, interest receivable dividends receivable and other receivables. Loans and receivables are subsequently measured at amortized cost using the effective interest method. Gain or loss arising from derecognition, impairment or amortization is recognized in profit or loss. 4) Financial assets available-for-trade Financial assets available-for-trade include non-derivative financial assets that are designated on initial recognition as available for trade, and financial assets that are not classified as financial assets at fair value through profit or loss, loans and receivables or investment held-to-maturity. Financial assets available-for-trade are subsequently measured at fair value, and gains or losses arising from changes in the fair value are recognized as other comprehensive income and included in the capital reserve, except that impairment losses and exchange differences related to amortized cost 65 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) of monetary financial assets denominated in foreign currencies are recognized in profit or loss, until the financial assets are derecognized, at which time the gains or losses are released and recognized in profit or loss. Interests obtained and dividends declared by the investee during the period in which the financial assets available-for-trade are held, are recognized in investment gains. (3) Impairment of financial assets The Group assesses at the balance sheet date the carrying amount of every financial asset except for the financial assets that measured by the fair value. If there is objective evidence indicating a financial asset may be impaired, a provision is provided for the impairment. 1) Impairment on held-to maturity investment, loans and receivables The financial assets measured by cost or amortized cost write down their carrying value by the estimated present value of future cash flow. The difference is recorded as impairment loss. If there is objective evidence to indicate the recovery of value of financial assets after impairment, and it is related with subsequent event after recognition of loss, the impairment loss recorded originally can be reversed. The carrying value of financial assets after impairment loss reversed shall not exceed the amortized cost of the financial assets without provisions of impairment loss on the reserving date. 2) Impairment loss on available-for-trade financial assets Where the fair value of the equity instrument investment drops significantly or not contemporarily according to the integrated relevant factors, an available-for-trade financial asset is impaired. When an available-for-trade financial asset is impaired, the cumulative loss arising from declining in fair value that had been recognized in capital reserve shall be removed and recognized in profit or loss. The amount of the cumulative loss that is removed shall be difference between the acquisition cost with deduction of recoverable amount less amortized cost, current fair value and any impairment loss on that financial asset previously recognized in profit or loss. If, after an impairment loss has been recognized, there is objective evidence that the value of the financial asset is recovered, and it is objectively related to an event occurring after the impairment loss was recognized, the initial impairment loss can be reversed and the reserved impairment loss on available-for-trade equity instrument is recorded in the profit or loss, the reserved impairment loss on available-for-trade debt instrument is recorded in the current profit or loss. The equity instrument where there is no quoted price in an active market, and whose fair value cannot be reliably measured, or impairment loss on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument shall not be reversed. (4) Recognition and measurement of financial assets transfer The Group derecognizes a financial asset when one of the following conditions is met: 1) the rights to receive cash flows from the asset have expired; 2) the enterprise has transferred its rights to receive cash flows from the asset to a third party under a ―pass-through‖ arrangement; or 3) the enterprise has transferred its rights to receive cash flows from the asset and either (a) has 66 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. If the enterprise has neither retained all the risks and rewards from the financial asset nor control over the asset, the asset is recognized according to the extent it exists as financial asset, and correspondent liability is recognized. The extent of existence refers the level of risk by the financial asset changes the enterprise is facing. For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, (a). the carrying amount of the financial asset transferred; and (b) the sum of the consideration received from the transfer and any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss. If a part of the transferred financial asset qualifies for derecognition, the carrying amount of the transferred financial asset is allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair value of those parts. The difference between (a) the carrying amount allocated to the part derecognized; and (b) the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated to the part derecognized which has been previously recognized in other comprehensive income, is recognized in profit or loss. (5) Classification and measurement of financial liabilities The Group’s financial liabilities are, on initial recognition, classified into financial liabilities at fair value through profit or loss and other financial liabilities. For financial liabilities at fair value through profit or loss, relevant transaction costs are immediately recognized in profit or loss for the current period, and transaction costs relating to other financial liabilities are included in the initial recognition amounts. 1) Financial liabilities measured by the fair value and the changes recorded in profit or loss The classification by which financial liabilities held-for-trade and financial liabilities designed at the initial recognition to be measured by the fair value follows the same criteria as the classification by which financial assets held-for-trade and financial assets designed at the initial recognition to be measured by the fair value and their changes are recorded in the current profit or loss. For the financial liabilities measured by the fair value and changes recorded in the profit or loss, fair values are adopted for subsequent measurement. All the gains or losses on the change of fair value and the expenses on dividends or interests related to these financial liabilities are recognized in profit or loss for the current period. 2) Other financial liabilities Derivative financial liabilities that linked with equity instruments, which do not have a quoted price in an active market and their fair value cannot be measured reliably, is subsequently measured by cost Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains or losses arising from derecognition or amortization are recognized in profit or loss for the current period. 3) Financial guarantee contracts For financial guarantee contracts that are not designated as at fair value through profit or loss,they are, 67 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) after initial recognition, subsequently measured at the higher of: (i) the amount determined according to the principles of Accounting Standards for Business Enterprises No. 13 - Contingencies, and (ii) the amount initially recognized less the accumulated amortization determined according to the principles of Accounting Standards for Business Enterprises No. 14 - Revenue. (6) Derecognition The Group derecognizes a financial liability (or part of it) when the underlying present obligation (or part of it) is discharged or cancelled or has expired. An agreement between the Company (an existing borrower) and existing lender to replace original financial liability with a new financial liability with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new liability. When the Company derecognizes a financial liability or a part of it, it recognizes the difference between the carrying amount of the financial liability (or part of the financial liability) derecognized the consideration paid (including any non-cash assets transferred or new financial liabilities assumed) in profit or loss. (7) Derivatives and embedded derivatives Derivative financial instruments include derivatives are initially measured at fair value at the date when the derivative contracts are entered into and are substantially re-measured at fair value. The resulting gain and loss is recognized in profit or loss. An embedded derivative is separated from the hybrid instrument, where the hybrid instrument is not designated as a financial asset or financial liability at fair value though profit or loss, and the treated as a standalone derivative if (a) the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host contract; and (b) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative. If the Company is unable to measure the embedded derivative separately either at acquisition or at a subsequent balance sheet date, it designates the entire hybrid instrument as a financial asset or financial liability at fair value through profit or loss. (8) Offsetting financial assets and financial liabilities When the Company has a legal right that is currently enforceable to set off the recognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realize the financial asset and settle the financial liability simultaneously, a financial asset and a financial liability shall be offset and the net amount is presented in the balance sheet. Except for the above circumstances, financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be offset. (9) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. The consideration received from issuing equity instruments, net of transaction costs, are added to [shareholders’ / owners’] equity. All types of distribution (excluding stock dividends) made by the Company to holders of equity 68 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) instruments are deducted from [shareholders’ /owners’] equity. The Group does not recognize any changes in the fair value of equity instruments. 4.8 Accounts receivable The receivables by the Company includes account receivables, and other receivables. (1) Criteria for recognition of bad debts: The Company carries out an inspection on the balance sheet date. Where there is any objective evidence proving that the receivables have been impaired, an impairment provision shall be made: 1) A serious financial difficulty occurs to the issuer or debtor; 2) The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment of interests or the principal, etc.; 3) The debtor will probably become bankrupt or carry out other financial reorganizations; 4) Other objective evidences showing the impairment of the receivables. (2) Method for bad debts provision 1) Provisions of bad debts in account receivables that is individually significant. Individual receivables equal to or higher than 5% of total receivables are classified as receivables of individual significance. For an account receivable that is individually significant, the asset is individually assessed for impairment, the impairment loss is recognized at the difference between the present value of future cash flow less the carrying amount, and provision is made accordingly. 2) Provisions of bad debts in account receivables that individually insignificant items with similar credit risk characteristics that have significant risk: A.Evidence of credit risk characteristics Whether the financial asset is individually significant or not individually significant, it is included in a group of financial assets with similar credit risk characteristics and collectively assessed for impairment. Such credit risk reflects the repayment of all due amount under the contract, and is related to the estimation of future cash flow expected to be derived from the assets. Evidence of portfolios: Item Basis Receivables not individually assessed for impairment are categorised on the basis of credit risk. Provision for bad debts for each category of Categorisation by nature of receivables is recognised at the actual rate of loss for the previous year of receivables the same or similar category bearing similar credit risk characteristics after adjustment for the current year circumstances. B.Provision by credit risk characteristics During the Company impairment test, the amount of bad debts provisions is determined by the assessed result from the experience of historical loss and current economic status and the existing loss in the estimated account receivables according to the set of account receivables and credit risk characteristic. 69 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Provisions for difference portfolios: Item Provision Categorisation by nature of receivables Percentage of carrying amount a. Portfolio 1 by Percentage of carrying amount Percentage of carrying amount for Percentage of carrying amount for Category recognition of allowance for bad debt recognition of allowance for bad debt applicable to accounts receivable applicable to other receivables Categorisation by nature of receivables 5% 5% 3) Provisions of bad debts that is individually insignificant. For the account receivables not individually significant, the Company assesses the account receivables individually for impairment when are of following characteristics: if there is objective evidence indicating the impairment, the impairment loss is recognized at the difference between the present value of future cash flow less the carrying amount, and provision is made accordingly. For examples: receivables of individual insignificance bears differing credit risk characteristics to other receivables of individual insignificance account receivables with related parties; account receivables under litigations or arbitrations, or account receivables with obvious indication that debtor cannot fulfill the obligation of repayment. (3) The reversal of bad debts provision If there is objective evidence of recovery in value of account receivables, and the recovery can be related to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed and recognized in profit or loss. However, the reversal shall not result in a carrying amount that exceeds what the amortized cost would have been had the impairment loss not been recognized at the date the impairment is reversed. 4.9 Inventories (1) Classification of inventory The Company’s inventory mainly include air materials and low-value consumables.。 (2) Valuation method of inventories upon delivery Inventories are initially carried at the actual cost. The actual cost of inventories transferred out is assigned by using first-in, first out (FIFO) method. (3) Basis for determining net realizable value of inventories and provision methods for decline in value of inventories Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes. Net realizable value is determined on the basis of clear evidence obtained, and takes into consideration the purpose of holding inventories and effect of post balance sheet events. At the balance sheet date, inventories are measured at the lower of the cost and net realizable value. If the net realizable value is below the cost of inventories, a provision for decline in value of inventories is made. The provision for inventories decline in value is determined normally by the difference of the cost 70 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) of individual item less its realizable value. For large quantity and low value items of inventories, provision for decline in value is made based on categories of inventories. For items of inventories relating to a product line that are produced and marketed in the same geographical area, have the same or similar end users or purposes, and cannot be practicably evaluated separately from other items in that product line provision for decline in value is determined on an aggregate basis. After the provision for decline in value of inventories is made, if the circumstances that previously caused inventories to be written down below cost no longer exist so that the net realizable value of inventories is higher than their cost, the original provision for decline in value is reversed and the reversal is included in profit or loss for the period. (4) The perpetual inventory system is maintained for stock system. (5) Amortization method for low cost and short-lived consumable items and packaging materials. Low cost and short-lived consumable items are amortized using immediate write-off method; packaging materials are amortized using immediate write-off method. 4.10 Long-term equity investments (1) Determination of Investment cost For a business combination involving enterprises under common control, the initial investment cost of the long-term equity investment shall be carrying value of the absorbing party’s share of the shareholder’s equity of the party being absorbed at the date of combination. For a business combination not involving enterprise under common control, the combination cost including the sum of fair value, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer. The intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and consultancy services etc and other associated administrative expenses attributable to the business combination are recognized in profit or loss when they are incurred. The transaction cost for the equity securities or liability securities issued by the acquirer in the business combination shall be recognized as initial amount of equity security or liability. The equity investments other than the long-term equity through combination shall be initially measured by cost. The cost shall be recognized to the difference in the way of acquisition of long-term equity investment. Theses ways include the cash purchase price the Companythe Company actually paid, the fair value of equity security issued by the Companythe Company, value specified in the investment contract or agreement, the fair value or carrying value of the asset out in the transaction of non-monetary asset exchanges, and the fair value of the long-term equity investment. Expenses, taxes and other necessary expenditures directly attributable to the acquisition of long-term equity investment are taken into investment cost. (2) Subsequent Measurement Cost method shall be adopted in a long-term equity investment where the investing enterprise does not have common control or significant influence over the investee, the investment is not quoted in an active market and its fair value cannot be measured reliably. 71 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Where an investing enterprise can exercise common control or significant influence over the investee, a long-term investment shall be accounted for using the equity method. When an investing enterprise can no longer exercise joint control or common control nor significant influence over the investee, and its fair value cannot be measured reliably, a long-term investment shall be counted as financial asset ready-for trade. A long-term equity investment where cost method is adopted in the Company’s financial statements can exercise controls over the investee. 1) Cost method of accounting for long-term equity investments Under the cost method, a long-term equity investment is measured at initial investment cost. Except for cash dividends or profits declared but not yet paid that are included in the price or consideration actually paid upon acquisition of the long-term equity investment, investment income is recognized in the period in accordance with the attributable share of cash dividends or profit distributions declared by the investee. 2) Equity method of accounting for long-term equity investments Where the initial investment cost of a long-term equity investment exceeds the investing enterprise’s interest in the fair values of the investee’s identifiable net assets at the time of acquisition, no adjustment shall be made to the initial investment cost. Where the initial investment cost of a long-term equity investment is less than the investing enterprise’s interest in the fair values of investee’s identifiable net assets at the time of acquisition, the difference shall be charged to profit or loss for the current period, and the cost of the long-term equity investment shall adjusted accordingly. Under the equity method, the Company recognizes its share of the net profit or loss of the investee for the period as investment income or loss for the period. The Group recognizes it share of the investee’s net profit or loss based on the fair value of the investee’s individual separately indentible assets, etc at the acquisition date after making appropriate adjustments to confirm with the Company’s accounting policies and accounting period. Unrealized profits or losses resulting from the Company’s transactions with its associates and joint ventures are recognized as investment income or loss to the extent that those attributable to the Company’s equity interest are eliminated. However, unrealized losses resulting from the Company’s transactions with its investees on the transferred assets, in accordance with "Accounting Standards for Enterprises No. 8 - Impairment of Assets", are not eliminated. Changes in owners’ equity of the investee other than net profit or loss are correspondingly adjusted to the carrying amount of the long-term equity investment, and recognized as other compressive income which is included in the capital reserve. When the investee is recognized net losses, reduce the carrying value of long-term equity investments and long-term equity of net investment (in substance) in investee to zero. In addition, the Company has the obligations on additional losses, then the expected obligation as estimated liabilities and included in the current investment losses. Where the net profit from investee units, restoration confirm the amount of revenue sharing after offset the amount of unrecognized loss sharing. 72 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) For long-term equity investments in associates and joint ventures which had been held by the Company before its first time adoption of Accounting Standards for Business Enterprises, where the initial investment cost of a long-term equity investment exceeds the Company’s interest in the investee’s net assets at the time of acquisition, the excess is amortized and is recognized in profit or loss on a straight line basis over the original remaining life. 3) Acquisition of minority interest The difference between newly increased equity investment due to acquisition of minority interests and portion of net asset cumulatively calculated from the acquisition date is adjusted as capital reserve. If the capital reserve is not sufficient to absorb the difference, the excess are adjusted against returned earnings. 4) Disposal of long-term equity investment Where the parent company disposes long-term investment in a subsidiary without a change in control, the difference in the net asset between the amount of disposed long-term investment and the amount of the consideration paid or received is adjusted to the owner’s equity. If the disposal of long-term investment in a subsidiary involves loss of control over the subsidiary, the related accounting policies in Note 4.2(2) applies. On disposal of a long-term equity investment, the difference between the proceeds actually received and receivable and the carrying amount is recognized in profit or loss for the period. For along-term equity investment accounted for using the equity method, the amount included in the owners’ equity attributable to the percentage interest disposed is transferred to profit or loss for the period. For any retained interest, it shall be subsequently measured according to the related accounting policies in regard of long-term equity investments or financial assets as described above if its carrying amount is recognized as long-term equity investments or other related financial assets. Retroactive adjustment is made on the basis of relevant policies if the retained interests are settled from cost method to equity method. (3) Recognition of investee under common control or significant influence Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its operating activities. Common control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. When determining whether an investing enterprise is able to exercise control or significant influence over an investee, the effect of potential voting rights of the investee held be the investing enterprise or other parties that are currently exercisable or convertible shall be considered. (4) Impairment testing methods and recognition of impairment provision The company assesses the long-term equity investment at the balance sheet date whether there is any 73 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) indication of impairment. If any indication exists that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value of the asset is less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an impairment loss is recognized, it shall not be reversed in a subsequent period. 4.11 Fixed assets (1) The conditions of recognition Fixed assets refers to the tangible assets that are held for the sake of producing commodities, rendering labor service, renting or business management and their useful life is in excess of one fiscal year. (2) The method for depreciation Fixed assets are stated at cost and consider the impact of expected costs of abandoning the initial measurement. From the following month of state of intended use, depreciation method of the straight-line method is used for different categories of fixed assets to take depreciation. The recognition of the classification, useful life and estimated residual rate are as follows: Estimated residual Category Expected useful life Depreciation(%) value(%) Houses and building 27-33 5.00 2.88-3.52 Key components and power supports of 15-20 5.00 4.75-6.33 aircraft engine Replacement parts of aircraft body 6-8 0.00 12.5-16.67 Replacement parts of engine 3-5 0.00 20-33.33 Equipments, electronic devices and 4-10 0-5.00 9.5-23.75 furniture High value rotables 15-18 0.00 5.56-6.67 Transportation vehicles 5-10 5.00 9.5-19.00 Expected net residual value of fixed assets is the balance of the Company currently obtained from the disposal of the asset less the estimated costs of disposal amount, assuming the asset is out of useful life and state the expected service life in the end. (3) Measurement and recognition of fixed assets Impairment and provisions of fixed assets are disclosed on Note 4.16. (4) Fixed Assets under finance leases A finance lease is a lease that transfers in substance all the risks and rewards incident to ownership of an asset. Title may or may not eventually be transferred. Fixed assets that are held under finance leases shall be depreciated by applying the same policy as that for the fixed assets owned by the Company. If it can be reasonably determined that the ownership of the leased assets can be obtained at the end of the lease period, the leased assets are depreciated over their useful lives; otherwise, the leased assets are depreciated over the shorter of the lease terms and the useful lives of the leased assets. 74 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (5) Others A fixed asset is recognized only when the economic benefits associated with the asset will probably flow to the Company and the cost of the asset can be measured reliably. Subsequent expenditure incurred for a fixed asset that meet the recognition criteria shall be included in the cost of the fixed asset, and the carrying amount of the component of the fixed asset that is replaced shall be derecognized. Otherwise, such expenditure shall be recognized in profit or loss in the period in which they are incurred. The revenue from selling or transferring, or disposing a fixed asset is booked into profit and loss after deduction of carrying value and related tax. The Company conducts a review of useful life, expected net realizable value and depreciation methods of the fixed asset at least on an annual base. Any change is regarded as change in accounting estimates. 4.12 Construction in progress Construction in progress is measured at its actual cost. The actual costs include various construction expenditures during the construction period, borrowing costs capitalized before it is ready for intended use and other relevant costs. Construction in progress is transferred to a fixed asset when it is ready for intended use. Testing method for provision impairment of construction in progress and accrued method for provision impairment please refer to Note 4.16. 4.13 Borrowing costs Borrowing costs include interest, amortization of discounts or premiums related to borrowings, ancillary costs incurred in connection with the arrangement of borrowings, and exchange differences arising from foreign currency borrowings. The borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized. The amounts of other borrowing costs incurred are recognized as an expense in the period in which they are incurred. Qualifying assets are asset (fixed assets, investment property and inventories, etc.) that necessarily take a substantial period of time for acquisition, construction or production to get ready for their intended use or sale. Where funds are borrowed for a specific-purpose, the amount of interest to be capitalized is the actual interest expense incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used on the asset or any investment income on the temporary investment of those funds. Where funds are borrowed for a general-purpose, the amount of interest to be capitalized on such borrowings is determined by applying a weighted average interest rate to the weighted average of the excess amounts of accumulated expenditure on the asset over and above the amounts of specific-purpose borrowings During the capitalization period, exchange differences related to a specific-purpose borrowing denominating in foreign currency are all capitalized. Exchange differences in connection with 75 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) general-purpose borrowings are recognized in profit or loss in the period in which they are incurred. Assets qualified for capitalization are the fixed assets, investment properties or inventories which need a long time of construction or production activities before ready for intended used or sale. Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is interrupted by activities other than those necessary to prepare the asset for its intended use or sale, when the interruption is for a continuous period of more than 3 months. Borrowing costs incurred during these periods recognized as an expense for the current period until the acquisition, construction or production is resumed. 4.14 Intangible assets (1) Intangible asset The term ―intangible asset‖ refers to the identifiable non-monetary assets without physical shape, possessed or controlled by enterprises. The intangible assets are initially measured by its cost. Expenses related to intangible assets, if the economic benefits related to intangible assets are likely to flow into the enterprise and the cost of intangible assets can be measured reliably, shall be recorded as cost of intangible assets. The expenses other than this shall be booked in the profit or loss when they occur. Land use rights that are purchased by the Company are accounted for as intangible assets. Buildings, such as plants that are developed and constructed by the Company, and relevant land use rights and buildings, are accounted for as intangible assets and fixed assets, respectively. Payments for the land and buildings purchased are allocated between the land use rights and the buildings; if they cannot be reasonably allocated, all of the land use rights and buildings are accounted for as fixed assets. When an intangible asset with a definite useful life is available for use, its original cost less net residual value and any accumulate impairment losses is amortized over its estimated useful life using the straight-line method . An intangible asset with an indefinite useful life is not amortized. For an intangible asset with a definite useful life, the Company reviews the useful life and amortization method at the end of the period, and makes adjustment when necessary.. An additional review is also carried out for useful life of the intangible assets with indefinite useful life. If there is evidence showing the foreseeable limit period of economic benefits generated to the enterprise by the intangible assets, then estimate its useful life and amortize according to the policy of intangible assets with definite useful life. Impairment and provisions of intangible assets are disclosed on Note 4.16. 4.15 Deferred charges Deferred charges represent expenses incurred that should be borne and amortized over the current and subsequent period (together of more than one year). Deferred charges are amortized by using straight line method. 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. 76 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 4.16 Impairment of non-current non-financial assets Non-financial assets with non-current nature include fixed assets, construction in progress, intangible assets with definite useful lives, investment properties measured by cost methods and long-term equity investment on subsidiaries, jointly operations. The Company assesses whether there are any indicators of impairment for all non-financial assets at the balance sheet date, and impairment test is carried out and recoverable value is estimated if such an indicator exits. Goodwill and intangible assets with indefinite useful lives, as well as intangible assets not ready for use, are tested for impairment annually regardless of indicators of impairment. Impairment of loss is calculated and provisions taken by the difference if the recoverable value of the assets is lower than the book value. The recoverable value is the higher of estimated present value of the future expected cash flows from the asset and net fair value of the asset less disposed cost. The fair value of asset is determined by the sales agreement price within an arm’s length transaction. In case there is no sales agreement, but there is active market of assets, the fair value can be determined by the selling price. If there is neither sales agreement nor active market, the fair value of the asset can be estimated based on the best information obtained. Disposal expenses include expenses related to the legislation, taxes, transportations and the direct expense for the asset to be ready for sale. When calculating the present value of expected future cash flows from an asset or asset Group, the management shall estimate the expected future cash flows from the asset or asset Group and choose a suitable discount rate in order to calculate the present value of those cash flows. Provision for asset impairment is calculated and determined on the individual basis. If the recoverable of individual asset is hard to estimate, the recoverable amount can be determined by the asset Group where subject asset belongs. Asset Group is the smallest set of assets that can have cash flow in independently. The Company determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the present value of the future expected cash flows from the asset Groups or sets of asset Groups to which the goodwill is allocated. Estimating the present value requires the Company to make an estimate of the expected future cash flows from the asset Groups or sets of asset Groups and also choose a suitable discount rate in order to calculate the present value of those cash flows. Once the loss from above asset impairment is recognized, the recoverable part cannot be reserved in the subsequent periods. 4.17 Revenue (1) Revenue from rendering of service ① The Company 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 77 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) parties to the code sharing agreement. The revenue arising from code sharing is also recognised when the service is rendered. ② The Company company recognise air cargo revenue from rendering of air service for carriage of cargo when the service is rendered ③ 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. ④ Revenue arising from other air service rendering is recognised when the service rendering is completed. (2) Royalty Revenue According to the contract or agreement, the revenue is recognized on an accrual basis. (3) Interest Income The amount of interest revenue should be measured and confirmed in accordance with the length of time for which the enterprise's cash is used by others and the actual interest rate. 4.18 Government Grants Government grants are transfer of monetary assets and non-monetary assets from the government to the Company at no consideration, excluding the capital invested by the government as equity owner. Government grant can be classified as grant related to the assets and grants related to the income. If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. If the fair value cannot be reliably determined, it is measured at a nominal amount. A government grant measured at a nominal amount is recognized immediately in profit or loss for the period. A government grant related to an asset is recognized as deferred income, and evenly amortized to profit or loss over the useful life of the related asset. For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred in subsequent period, the grant is recognized as deferred income, and recognized in profit or loss over the periods in which the related costs are recognized. If the grant is a compensation for related expenses or losses already incurred, the grant is recognized immediately in profit or loss for the period. For repayment of a government grant already recognized, if there is a related deferred income, the repayment is offset against the carrying amount of the deferred income, and any excess is recognized in profit or loss for the period. If there is no related deferred income, the repayment is recognized immediately in profit or loss for the period. 4.19 Deferred tax assets and deferred tax liabilities (1) Income tax for the current period At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, according to the 78 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) requirements of tax laws. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Company expects at the balance sheet date, to recover the assets or settle the liabilities. At the balance sheet date, current income tax liabilities or assets for the current and prior periods, are measured at the amount expected to be paid (or recovered) according to the requirements of tax laws. The calculation for income tax expenses in the current period is based on the taxable income according to the related tax laws after adjustment to the accounting profit of the reporting period. (2) Deferred income tax assets and liabilities For temporary differences between the carrying amount of certain assets or liabilities and their tax base, or between the nil carrying amount of those items that are not recognized as assets or liabilities and their tax base that can be determined according to tax laws, deferred tax assets and liabilities are recognized using the balance sheet liability method. For temporary differences associated with the initial recognition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset or liability is recognized. For taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, no deferred income tax liability related is recognized except where the Company is able to control the timing of reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. All deferred income tax liabilities arising from taxable temporary differences except the ones mentioned above are recognized. For temporary deductible differences associated with the initial recognition of an asset or liability arising from a transaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset is recognized. For taxable temporary deductible differences associated with investments in subsidiaries and associates, and interests in joint ventures, no deferred income tax asset related is recognized if it is impossible to reversal the temporary difference in the foreseeable future, or it is not probable to obtain taxable income which can be used for the deduction of the temporary difference in the future. Except mentioned above, the Company recognizes other deferred income tax assets that can deduct temporary differences to the extent that it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. For the deductible losses and tax credit that can be carried forward, deferred tax assets for deductible temporary differences are recognized to the extent that it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates according to tax laws, that are expected to apply in the period in which the asset is realized or the liability is settled. At the balance sheet date, the Company reviews the carrying amount of deferred tax assets. If it is no 79 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) longer probable that sufficient taxable profit will be available in future periods to allow the benefits of the deferred tax assets to be used, the Company reduces the carrying amount of deferred tax assets. The amount of such reduction is reversed when it becomes probable that sufficient taxable profit will be available (3) Income tax expenses Income tax expenses consist of current income tax and deferred income tax. The expenses from income tax and deferred income tax, as well as the revenue, shall be recorded into profit or loss in current accounting period, except expense for income tax of the current period and deferred income tax that booked into other income or equity and adjusted carrying value of deferred income tax goodwill arose from business combination. (4) Income tax offset When we have the legal right, and have intended to, to make settlement with net amount, or through the asset acquisition and liability fulfillment simultaneously, the Company shall present the net value from the offset between current income tax asset and current income tax liability in the financial statement. When the Company has the legal right to make a settlement with the current income tax asset and current income tax liability, and the deferred income tax asset and deferred income tax liability are related to the same taxable subject under the same tax payer, or related to different taxable subject, but the intension of net value settlement in regard of the current income tax asset and current income tax liability, the Company shall present net value after the offset of deferred income tax asset and deferred income tax liability. 4.20 Leases A finance lease is a lease that transfers in substance all the risks and rewards incident to ownership of an asset. Title may or may not eventually be transferred. An operating lease is a lease other than a finance lease. (1) The Company as Lessee under operating Lease Lease payments under an operating lease are recognized by a lessee on a straight-line basis over the lease term, and either included in the cost of the related asset or charged to profit or loss for the current period. The contingent rents shall be recorded in the profit or loss of the period in which they actually arise. (2) The Company as Leaser under operating Lease Lease income from operating leases shall be recognized by the leaser in profit or loss on a straight-line basis over the lease term. Initial direct cost of significance in amount shall be capitalized when incurred. If another basis is more systematic and rational, that basis may be used. Contingent rents are credited to profit or loss in the period in which they actually arise. (3) The Company as Lessee under financing Lease For an asset that is held under a finance lease, at the lease commencement, the leased asset is recorded at the lower of its fair value at the lease commencement and the present value of the 80 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) minimum lease payments, and the minimum lease payment is recorded as the carrying amount of the long-term payables; the difference between the recorded amount of the leased asset and the recorded amount of the payable is accounted for as unrecognized finance charge, Initial direct costs incurred by the lessee during the process of negotiating and securing the lease agreement shall be added to the amount recognized for the leased asset. The net amount of minimum lease payment deducted by the unrecognized finance shall be separated into long-term liabilities and long-term liability within one year for presentation. Unrecognized finance charge shall be computed by the effective interest method during the lease term. Contingent rent shall be booked into profit or loss when actually incurred. (4) In the case of the lesser of a financing lease For an asset that is leased out under a finance lease, the aggregate of the minimum lease receipts at the inception of the lease and the initial direct costs is recorded as a finance lease receivable, and unguaranteed residual value is recorded at the same time; the difference between the aggregate of the minimum lease receipt, initial direct costs, and unguaranteed residual value, and the aggregate of their present values, is recognized as unearned finance income, which is amortized using the effective interest rate method over each period during the lease term. Finance lease receivable less unearned finance income shall be separated into long-term liabilities and long-term liability within one year for presentation. Unearned finance income shall be computed by the effective interest method during the lease term. Contingent rent shall be credited into profit or loss in which actually incurred. 4.21 Assets held-for-sale The Company has made decision on disposal of some non-current assets, and signed irrecoverable transferring agreements with buyers. The transaction is probably to be completed with one year. If so, the non-current asset shall be counted as an asset ready-for-sale, not depreciated or amortized, and shall be measured by the lower of carrying amount and faire value less net value of disposal expenses. Non-current assets ready-for-sale includes individual asset and disposal Group. If disposal Group is an asset Group, and has allocated goodwill acquired during the combination according to the Accounting Standard for Business Enterprises No. 8 - Impairment, or. the disposal Group is an operation in the asset Group, the disposal Group includes goodwill in the business combination. Where an asset or a disposal Group is classified as held-for-trade, but cannot satisfy the condition of non-current asset ready-for-trade, the Company shall derecognize it as held-for-trade, and measure it by the lower of the followings: (1) the carrying amount of the asset or disposal Group before it is classified as held-for-trade, the value after the adjustment of depreciation, amortization or impairment recognized under the assumption that it is not classified as held-for-trade; (2) the recoverable value on the date when decided not to trade any more. 4.22 Employee Benefits During the accounting period of an employee’ providing services to the Company, the Company 81 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) recognizes the compensation payable as liabilities. The Company participates in the employees social security system set up by government agencies, including pensions, medical insurance, housing fund and other social security system, and the corresponding expenditures are included in the cost of related assets or the profit or loss. When an enterprise terminates the employment relationship with employees before the end of the employment contracts or provides compensation as an offer to encourage employees to accept voluntary redundancy, a provision shall be recognized for the compensation arising from termination of employment relationship with employees, with a corresponding charge to the profit or loss for the current period. The enterprise cannot unilaterally withdraw from the termination plan or the redundancy offer. The early retirement plan adopts the same principles of termination benefits. Salaries and social insurance (from the date of ceasing services to the date of normal retirement) are paid by the Company, subject to the conditions to be recognized in profit or loss (termination benefits). 4.23 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 on the basis of air hours over the lease period. 4.24 PhoenixMiles Program The Company currently implements PhoenixMiles Program, which provides flight or product awards to members based on accumulated mileage. 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. 4.25 Changes in major accounting policies and accounting estimates (1) change of accounting policies There is no significant change of accounting policies for the Company during the reporting period. (2) change of accounting estimates There is no significant change of accounting estimates for the Company during the reporting period. 4.26 Correction of prior period errors There is no significant change of previous accounting errors for the Company during the reporting period. 4.27 Significant account judgment and estimates The Company is required to make judgments, estimates and assumptions about the carrying amounts of items in the financial statements that cannot be measured accurately, due to the internal 82 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) uncertainties of operation activities. These judgments, estimates and assumptions are based on historical experiences of the Company’s management as well as other factors that are considered to be relevant. These judgments, estimates and assumptions may affect value of the financial statements in revenue, expenses, assets and liabilities and the disclosure of contingency at the balance sheet date. However, the result derived from those uncertainties in estimates may lead significant adjustments to the carrying amounts of the assets or liabilities affected in the future. The Company has reviews the judgments, estimates and assumptions regularly on the basis of going concern. Where the changes in accounting estimates only affect the period when changes occurred, and they are recognized within the same period. Where the changes in accounting estimates affect both current period and future period, the changes are recognized within the period of change and future period. At balance sheet date, the followings are the significant areas where the Company needs to make judgment, estimates and assumptions over the value of items in the financial statements: (1) Classification of lease The Company classifies leases as operating lease and financing lease according to the rule stipulated in the Accounting Standard for Business Enterprises No. 21--Leasing-. The management shall make analysis and judgment on whether the risks and rewards related to the title of leased assets has been transferred to the leaser, or whether the Company has substantially held the risks and rewards related to the ownership of leased assets. (2) Allowance for bad debt According to the relevant accounting policies of the Company in receivables, allowance method is used for bad debt’s calculation. The impairment of receivables is calculated based on the assessment of recoverable of receivables. Assurance of receivable impairment needs judgments and estimations from the management. The difference between actual results and original estimates shall have impact on the carrying amount of receivables and receivable bad debt provisions or the reverse during the change of estimation. (3) Impairment of inventories The Company measures inventories by the lower of cost and realizable net value according to the accounting policies in regard of inventories and provisions for decline in value of inventories is made if the cost is higher than their net realizable value, and obsolete and slow-movement inventories. Inventories decline in value to net realizable value is the estimated selling price in the ordinary course of business. Net realizable value is determined on the basis of clear evidence obtained, and takes into consideration the purposes of holding inventories and effect of post balance sheet events. The difference between the actual result and the original estimates shall have impact on reverse of the carrying amount of the inventories and their decline in value or provisions during the period of change. (4) The fair value of financial instruments For a financial instrument which has no active market, the Company establishes fair value by using various valuation methods, including of discounted cash flow analysis model. The Company needs to 83 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) estimate future cash flow, credit risk, volatility and relationship during the valuation and choose appropriate discount rate. Such assumptions have uncertainties and their changes shall have impact on the fair value of financial instruments. (5) Impairment of non-financial, non-current assets The Company assesses whether there are any indicators of impairment for all non-current assets other than financial assets at the balance sheet date. For an intangible asset that has indefinite useful life, impairment test is made in addition to the annual impairment test if there is any indication of impairment. For non-current assets other than financial assets, impairment test is made when there is any indication that its account balance cannot be recovered. Impairment exists when the recoverable amount of an asset is the higher of its fair value less cost of disposal and present value of the future cash flows expected to be derived from the asset. Net value between the difference of fair value and disposal cost is determined by reference of the price of similar product in a sale agreement in an arm’s length transaction or an observable market price less the additional cost directly attributable to the disposal of the asset. When estimating the present value of future cash flow, significant judgments are made over the asset’s production, selling price and relevant operating expenses, and discount rate used to calculate present value. All available materials that are considered to be relevant shall be used in the estimation of recoverable value. These materials include estimations of production, selling price and operating expenses based on reasonable and supportable assumptions. The Company makes an impairment test for goodwill at least at each year end. This requires an estimation of present value of future cash flow of the assets or assets group where goodwill has been allocated. The Company shall makes estimation on the future cash flow derived from assets or assets group and determine an appropriate discount rate for the present value of future cash flow when the estimation of present value of future cash flow is made. (6) Depreciation and amortization Investment property, fixed assets and intangible assets are depreciated and amortized using the straight-line method over their useful lives after taking into account residual value. The useful lives are regularly reviewed to determine the depreciation and amortization costs charged in each reporting period. The useful lives are determined based on historical experience of similar assets and the estimated technical changes. If there is an indication that there has been a change in the factor used to determine the depreciation or amortization, the rate of depreciation or amortization is revised. (7) Deferred tax assets The group shall recognize all unused tax losses as deferred tax assets to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized. This requires the management of the Company make a lot of judgments over the estimation of time period, value and tax planning strategies when future taxable profit incurs so that the value of deferred tax assets can be determined. (8) Aircraft operating lease and engine overhaul expenses 84 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Aircraft operating lease and engine overhaul expenses are accrued and charged to profit or loss in accordance with the expected maintenance cycle, based on flight hours, flight cycles overhaul period and the amount of the cost of repairs which may occur. These estimates are largely based on past historical data about the same or similar types of aircraft and engines repairance. The withholding amount and overhaul costs may be affected by different judgments and estimates and affect current profit or loss. (9) PhoenixMiles Program The PhoenixMiles Program is a program which provides flight or product awards to members based on accumulated mileage. 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. Therefore it is needed to estimate the fair value of the united mileage reward points and flight mileage rates. The fair value of the air miles is measured with reference to the market price. The mileage rates are based on historical data and the convertibility of the coming years. The amount of deferred revenue and profit or loss may be affected by different judgments and estimates (10) Income tax There are some transactions where ultimate tax treatments and calculations have uncertainties in the Company’s everyday operation. Whether it is possible for some items to make expenditure before tax needs approval from competent tax authorities. If there is any difference between finalized determination value and their initial estimations value, the difference shall have the impact on the income tax and deferred income tax of the current period during the final determination. Note 5 Taxation 5.1 Major taxes and tax rate Tax Tax rate (%) Business Tax Business tax rate is the 3%-5% of taxable income Enterprise income tax Income tax is calculated with the ratio of 25%. Other taxes applicable to the Company are calculated in accordance with the relevant law and regulation. 5.2 Civil Aviation Development Fund Civil Aviation Development Fund for civil aviation is calculated in accordance with the guidance set out in CaiZong[2012] No.17 (财政部 关于印发民航发展基金征收使用管理暂行办法) issued by the Ministry of Finance. CaiZong[2012] No.17 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. 5.3 Tax incentives 5.3.1. Revenue earned by domestic individuals and incorporation domiciled in the PRC for the 85 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 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) 5.3.2. 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 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. 5.3.3. Notice of the General Administration of Customs. CAAC on issuing the policies[2004]No.43(财 关税[2004]43 号《财政部国家税务总局关于调整国内航空公司进口飞机有关增值税政策 的通知》), upon the approval of the State Council on October 01, 2004, import VAT of only 4% will be levied on passenger and freight planes with an unladen weight of 25 tons or more (hereinafter referred to as ―planes‖) imported by domestic airline companies. Note 6 Business combination and consolidated financial statements 6.1 Subsidiaries 6.1.1 Subsidiaries acquired through establishment or investment Monetary unit: CNY Registered Scope of Subsidiary Type of subsidiary Place of registration Nature of operation capital operation Qingdao Strorage and International Air ground logistics Logistics Centre Wholly-owned Qingdao, Shandong Logistics and storage 30 Million for aero cargo, Co., Ltd Subsidiary electionic (hereafter, Qingdao commerce, etc. Logistics) 86 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (Continued) Balance of Acutal investment Type of Legal other de facto Subsidiary Institution code as at the reporting incorporation representative investment in date subsidiary Qingdao International Air Logistics Centre Limited liability SU, Zhongmin 73349654-1 48,323,205.97 0.00 Co., Ltd company (hereafter, Qingdao Logistics) (Continued) Shareholding Voting right Equity attributable to minority interst Minority Subsidiary Consolidation for set-off of profit or loss attributable Note (%) (%) interests to minority intterest Qingdao 100.00 100.00 Yes 0.00 0.00 Logistics 6.1.2 Subsidiaries acquired through business combination not under common control Monetary unit: CNY Nature of Subsidiary Type of subsidiary Place of registration Registered capital Scope of operation operation Qingdao Feisheng International Ddevelopment and Aviation Training application of civil Technology Wholly-owned aviation new Qingdao, Shandong Pilot training 51,545,500.00 Development Co., Subsidiary technology, pilot Ltd training and related (hereafter, Qingdao consultancy Feisheng) (Continued) Balance of Acutal investment Type of Legal other de facto Subsidiary Institution code as at the reporting incorporation representative investment in date subsidiary Qingdao Feisheng International Aviation Training Limited liability Technology SONG, Yuxia 72557262-0 57,677,479.46 0.00 company Development Co., Ltd (hereafter, Qingdao Feisheng) 87 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (Continued) Shareholdi Equity attributable to minority Voting right Consolidati Minority interst for set-off of profit or Subsidiary ng Note (%) on interests loss attributable to minority (%) intterest Qingdao 100.00 100.00 Yes 0.00 0.00 Feisheng 6.3 Change of scope of consolidation No change of scope of consolidation from last year. Note 7 Notes to significant elements of the financial statements Unless otherwise stated, the meaning of "B/f", "C/f", "Current year", "Prior year" in the following notes (incl. notes to significant elements of the financial statements is "1st January 2012", "31st December 2012", "the year ended 31st December 2012", "the year ended 31st December 2011" respectively. 7.1 Monetary funds C/f B/f Item Currency Exchange CNY Currency Exchange CNY amount rate amount amount rate amount Cash at hand: 349,489.05 464,985.14 - CNY — — 277,891.69 — — 444,053.27 USD 4,881.63 6.2855 30,683.48 1,534.07 6.3009 9,666.02 GBP 1,658.55 10.1611 16,852.69 58.55 9.7116 568.61 Others — — 24,061.19 — — 10,697.24 Bank deposit: 155,038,253.92 239,720,762.34 - CNY — — 144,719,592.51 — — 236,879,354.17 USD 1,424,159.60 6.2855 8,951,555.18 315,249.24 6.3009 1,986,353.94 Others — — 1,367,106.23 — — 855,054.23 Other monetary funds: 30,000.00 8,000,000.00 - CNY — — 30,000.00 — — 8,000,000.00 Total 155,417,742.97 248,185,747.48 Other monetary funds as at the reporting date include margin deposit amounting to 30,000.00 (2011 comparative: 8,000,000.00). 88 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.2 Accounts receivables 7.2.1 Disclosure by category C/f Category Carrying amount Allowance for bad debt Amount % Amount % Accounts receivable of individual significance and subject to individual 137,210,577.33 72.52 0.00 0.00 impairment assessment Accounts receivable subject to impairment assessment by portfolio Portfolio by nature 43,875,679.81 23.19 2,193,763.64 5.00 Subtotal 43,875,679.81 23.19 2,193,763.64 5.00 Accounts receivable of individual insignificance but subject to individual 8,114,191.72 4.29 916,508.05 11.30 impairment assessment Total 189,200,448.86 100.00 3,110,271.69 1.64 (Continued) B/f Category Carrying amount Allowance for bad debt Amount % Amount % Accounts receivable of individual significance and subject to individual 133,831,501.87 70.68 0.00 0.00 impairment assessment Accounts receivable subject to impairment assessment by portfolio Portfolio by nature 54,598,614.70 28.84 2,729,930.73 5.00 Subtotal 54,598,614.70 28.84 2,729,930.73 5.00 Accounts receivable of individual insignificance but subject to individual 916,508.05 0.48 916,508.05 100.00 impairment assessment Total 189,346,624.62 100.00 3,646,438.78 1.93 7.2.2 Disclosure by age C/f B/f Age Amount % Amount % Within 1 year 181,367,393.86 95.86 180,026,605.11 95.08 1 to 2 years 3,699,462.88 1.96 6,240,814.99 3.30 2 to 3 years 1,121,571.85 0.59 2,127,920.65 1.12 Over 3 years 3,012,020.27 1.59 951,283.87 0.50 Total 189,200,448.86 100.00 189,346,624.62 100.00 89 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.2.3 Allowance for bad debt ① Accounts receivable of individual significance and subject to individual impairment assessment Allowance Rate of Debtor Carrying amount Reason for allowance for bad debt allowance (%) No indication of impairment Air China 54,927,044.11 0.00 0.00 upon individual assessment No indication of impairment BSP-CHINA 43,324,169.71 0.00 0.00 upon individual assessment No indication of impairment Accounting Center of China Aviation 38,959,363.51 0.00 0.00 upon individual Limited Company assessment Total 137,210,577.33 0.00 0.00 ② Accounts receivable subject to impairment assessment by portfolio Allowance by percentage of remaining balance Portfolio Carrying amount Rate of allowance (%) Allowance for bad debt Portfolio by nature 43,875,679.81 5.00 2,193,763.64 Total ③ Accounts receivable of individual insignificance but subject to individual impairment assessment Rate of Allowance for Debtor Carrying amount allowance Reason for allowance bad debt (%) No indication of impairment BSP-TWD 3,610,675.99 0.00 0.00 upon individual assessment No indication of impairment UATP 3,160,389.34 0.00 0.00 upon individual assessment Impaired collectibility CR Airways 916,508.05 100.00 916,508.05 identified upon individual assessment No indication of impairment BSP-JAPAN 426,618.34 0.00 0.00 upon individual assessment Total 8,114,191.72 11.30 916,508.05 7.2.4 Accounts receivable owed by investors holding 5% or more of the shares of the Company C/f B/f Investor Carrying amount Allowance for bad debt Carrying amount Allowance for bad debt Air China 54,927,044.11 0.00 54,247,936.00 0.00 Total 54,927,044.11 0.00 54,247,936.00 0.00 90 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.2.5 Top five accounts receivable Relationship to % of total accounts Debtor Amount Age the Company receivable Air China Related party 54,927,044.11 Within 1 year 29.03 BSP-CHINA Third party 43,324,169.71 Within 1 year 22.90 Accounting Center of China Aviation Third party 38,959,363.51 Within 1 year 20.59 Limited Company China Post, Jinan Third party 5,290,213.09 Within 1 year 2.80 Luoyang Municipal Government Third party 4,444,563.98 Within 1 year 2.35 Total 146,945,354.40 77.67 7.2.6 Related party balances See Note 8.6 Related party balances for details. 7.3 Advances to suppliers 7.3.1 Disclosure by age C/f B/f Age Amount % Amount % Within 1 year 56,117,454.43 98.58 40,518,175.85 97.99 1 to 2 years 163,289.18 0.29 343,276.80 0.83 2 to 3 years 159,468.60 0.28 476,994.00 1.15 Over 3 years 486,993.40 0.85 10,000.00 0.03 Total 56,927,205.61 100.00 41,348,446.65 100.00 7.3.2 Top five prepaid suppliers Relationship to Reason for pending Supplier Amount Age the Company settlement Prepayment for Supplier #1 Third party 8,035,474.73 Within 1 year aircraft lease rental Prepayment for Supplier #2 Third party 5,706,916.14 Within 1 year aircraft lease rental Prepayment for Supplier #3 Third party 4,950,000.00 Within 1 year machinery Prepayment for Supplier #4 Third party 4,890,340.78 Within 1 year aircraft lease rental Prepayment for Supplier #5 Third party 4,362,540.00 Within 1 year aircraft lease rental Total 27,945,271.65 7.3.3 No advance to supplier was owed by investors holding 5% or more of the shares of the Company. 91 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.4 Other receivables 7.4.1 Disclosure by category C/f Category Carrying amount Allowance for bad debt Amount % Amount % Other receivables of individual significance and subject to individual 170,529,977.31 46.45 109,051,717.65 63.95 impairment assessment Other receivables subject to impairment assessment by portfolio Portfolio by nature 117,991,367.19 32.14 5,899,568.36 5.00 Subtotal 117,991,367.19 32.14 5,899,568.36 5.00 Other receivables of individual insignificance but subject to individual 78,577,743.62 21.41 0.00 0.00 impairment assessment Total 367,099,088.12 100.00 114,951,286.01 31.31 (Continued) B/f Category Carrying amount Allowance for bad debt Amount % Amount % Other receivables of individual significance and subject to individual 168,048,800.93 55.87 109,051,717.65 64.89 impairment assessment Other receivables subject to impairment assessment by portfolio Portfolio by nature 51,848,032.27 17.23 2,592,401.60 5.00 Subtotal 51,848,032.27 17.23 2,592,401.60 5.00 Other receivables of individual insignificance but subject to individual 80,903,554.97 26.90 0.00 0.00 impairment assessment Total 300,800,388.17 100.00 111,644,119.25 37.12 7.4.2 Disclosure by age C/f B/f Age Amount % Amount % Within 1 year 156,252,301.80 42.56 66,961,652.52 22.26 1 to 2 years 9,668,933.94 2.64 28,287,616.45 9.40 2 to 3 years 15,390,105.67 4.19 7,813,620.80 2.60 Over 3 years 185,787,746.71 50.61 197,737,498.40 65.74 Total 367,099,088.12 100.00 300,800,388.17 100.00 92 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.4.3 Allowance for bad debt ① Other receivables of individual significance and subject to individual impairment assessment Rate of Carrying Allowance for Debtor allowance Reason for allowance amount bad debt (%) Impaired collectibility Shandong Rainbow Commercial Jet 109,051,717.65 109,051,717.65 100.00 identified upon Co., Ltd. individual assessment No indication of CBD-leasing Co., Ltd. 41,354,563.28 0.00 0.00 impairment upon individual assessment No indication of Beijing FuLaiTe Technology 20,123,696.38 0.00 0.00 impairment upon Development Co., Ltd. individual assessment Total 170,529,977.31 109,051,717.65 63.95 ② Other receivables subject to impairment assessment by portfolio Allowance by percentage of remaining balance Rate of allowance Portfolio Carrying amount Allowance for bad debt (%) Portfolio by nature 117,991,367.19 5.00 5,899,568.36 Total 117,991,367.19 5.00 5,899,568.36 ③ Other receivables of individual insignificance but subject to individual impairment assessment Rate of Allowance for Debtor Carrying amount allowance Reason for allowance bad debt (%) No indication of Debtor #1 17,599,400.00 0.00 0.00 impairment upon individual assessment No indication of Debtor #2 13,185,878.09 0.00 0.00 impairment upon individual assessment No indication of Debtor #3 9,679,670.00 0.00 0.00 impairment upon individual assessment No indication of Air China 9,336,264.20 0.00 0.00 impairment upon individual assessment No indication of Debtor #4 7,073,772.00 0.00 0.00 impairment upon individual assessment No indication of KuaiQian Telephone Payment 7,008,161.00 0.00 0.00 impairment upon individual assessment 93 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Rate of Allowance for Debtor Carrying amount allowance Reason for allowance bad debt (%) No indication of Debtor #5 4,311,853.00 0.00 0.00 impairment upon individual assessment No indication of Debtor #6 3,318,744.00 0.00 0.00 impairment upon individual assessment No indication of Debtor #7 1,743,974.83 0.00 0.00 impairment upon individual assessment No indication of Debtor #8 1,389,095.50 0.00 0.00 impairment upon individual assessment No indication of Debtor #9 1,301,098.50 0.00 0.00 impairment upon individual assessment No indication of HuiFuTianXia Phone Payment 914,177.00 0.00 0.00 impairment upon individual assessment No indication of Debtor #10 628,550.00 0.00 0.00 impairment upon individual assessment No indication of Debtor #11 628,550.00 0.00 0.00 impairment upon individual assessment No indication of Debtor #12 188,565.00 0.00 0.00 impairment upon individual assessment No indication of Debtor #13 169,708.50 0.00 0.00 impairment upon individual assessment No indication of China Merchants Bank Phone Payment 100,282.00 0.00 0.00 impairment upon individual assessment Total 78,577,743.62 0.00 0.00 7.4.4 Other receivables owed by investors holding 5% or more of the shares of the Company C/f B/f Investor Allowance for Allowance for bad Carrying amount Carrying amount bad debt debt Air China 9,336,264.20 0.00 13,859,769.26 0.00 Total 9,336,264.20 0.00 13,859,769.26 0.00 94 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.4.5 Top five other receivables Relationship to % of total other Debtor Amount Age the Company receivables Shandong Rainbow Commercial Jet Related party 109,051,717.65 Over 3 years 29.71 Co., Ltd. CBD-leasing Co., Ltd. Third party 41,354,563.28 Over 3 years 11.27 Beijing FuLaiTe Technology Third party 20,123,696.38 Within 1 year 5.48 Development Co., Ltd. Debtor #1 Third party 17,599,400.00 Over 3 years 4.79 Western Airport Group Qinghai Airport Third party 14,840,000.00 Within 1 year 4.04 Co., Ltd. Total 202,969,377.31 55.29 7.4.6 Related party balances See Note 8.6 Related party balances for details. 7.4.7 Other receivables denominated in foreign currencies and the relevant rate for translation C/f B/f Currency Currency Exchange CNY Currency Exchange CNY amount rate amount amount rate amount USD 13,821,767.06 6.2855 86,876,716.86 9,003,974.08 6.3009 56,733,140.28 7.5 Inventories Disclosure by type C/f Type Impairment Gross carrying amount Net carrying amount allowance Consumable air quipements 110,802,491.47 0.00 110,802,491.47 Low-value consumables 5,405,045.57 0.00 5,405,045.57 Materials 737,376.85 0.00 737,376.85 Total 116,944,913.89 0.00 116,944,913.89 (Continued) Type C/f Impairment Gross carrying amount Net carrying amount allowance Consumable air quipements 111,200,001.62 0.00 111,200,001.62 Low-value consumables 4,283,702.66 0.00 4,283,702.66 Materials 787,075.91 0.00 787,075.91 Total 116,270,780.19 0.00 116,270,780.19 95 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.6 Long-term equity investments 7.6.1 Disclosure by category Current year Current year Category B/f C/f increase decrease Investment in associates 22,500,000.00 0.00 0.00 22,500,000.00 Other equity investments 88,352,100.00 0.00 0.00 88,352,100.00 Less: Impairment allowance 22,500,000.00 0.00 0.00 22,500,000.00 Total 88,352,100.00 0.00 0.00 88,352,100.00 7.6.2 Details of long-term equity investments Investee Measurement method Cost of investment China Travelsky Technology Co., Ltd. Cost method 6,690,000.00 Sichuan Airlines Co., Ltd. Cost method 35,000,000.00 Jinan International Airport Co., Ltd. Cost method 46,662,100.00 Shandong Rainbow Commercial Jet Co., Ltd. Equity method 22,500,000.00 Total 110,852,100.00 (Continued) Current year Investee B/f C/f movement China Travelsky Technology Co., Ltd. 6,690,000.00 0.00 6,690,000.00 Sichuan Airlines Co., Ltd. 35,000,000.00 0.00 35,000,000.00 Jinan International Airport Co., Ltd. 46,662,100.00 0.00 46,662,100.00 Shandong Rainbow Commercial Jet Co., Ltd. 22,500,000.00 0.00 22,500,000.00 Total 110,852,100.00 0.00 110,852,100.00 (Continued) Shareholding Voting right Reason for disagreement between Investee (%) (%) shareholding and voting right China Travelsky Technology Co., Ltd. 0.45 0.45 In agreement Sichuan Airlines Co., Ltd. 10.00 10.00 In agreement Jinan International Airport Co., Ltd. 2.53 2.53 In agreement Shandong Rainbow Commercial Jet Co., Ltd. 45.00 45.00 In agreement Total 96 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (Continued) Impairment Impairment allowance Cash dividend in Investee allowance recognised in current year current year China Travelsky Technology Co., Ltd. 0.00 0.00 1,565,460.00 Sichuan Airlines Co., Ltd. 0.00 0.00 13,730,000.00 Jinan International Airport Co., Ltd. 0.00 0.00 951,906.84 Shandong Rainbow Commercial Jet Co., Ltd. 22,500,000.00 0.00 0.00 Total 22,500,000.00 16,247,366.84 7.6.3 Details of long-term equity investments measured by equity method Type of Place of Legal Nature of Investee incorporation registration representative operation Limited liability Aero Shandong Rainbow Commercial Jet Co., Ltd. Jinan, Shandong ZHAO, Hong company transportation (Continued) Investee Registered capital Shareholding (%) Voting right(%) Shandong Rainbow Commercial Jet Co., Ltd. 50.00 million 45.00 45.00 (Continued) Investee Total assets c/f Total liabilities c/f Net assets c/f Shandong Rainbow Commercial Jet Co., Ltd. 11,774,150.76 175,265,154.52 -163,491,003.76 (Continued) Revenue for Net profit for Relationship to Investee Institution code current year current year the company Shandong Rainbow Commercial Jet Co., Ltd. -58,947.62 -1,576,444.32 Associate 72497146 7.6.4 Details of impairment allowance for long-term equity investments Current year Current year Investee B/f C/f increase decrease Investment in associates Shandong Rainbow Commercial Jet Co., Ltd. 22,500,000.00 0.00 0.00 22,500,000.00 Total 22,500,000.00 0.00 0.00 22,500,000.00 97 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.7 Fixed assets 7.7.1 General information Current year Current year Category B/f C/f increase decrease 1. Historical cost 10,274,102,193.05 2,383,599,945.46 155,388,022.81 12,502,314,115.70 Houses and buildings 216,534,784.90 67,520,406.45 560,820.81 283,494,370.54 Aircrafts and engines 9,389,885,334.62 2,162,825,781.43 127,290,829.10 11,425,420,286.95 High-value rotables 514,120,231.79 128,401,222.08 21,869,195.10 620,652,258.77 Transportation vehicles 48,813,412.30 10,602,603.19 2,001,789.00 57,414,226.49 Machinery , electronics& 104,748,429.44 14,249,932.31 3,665,388.80 115,332,972.95 furniture 2. Cumulative depreciation Addition Recognition Total cumulative 3,396,835,560.77 726,168,020.56 137,248,155.07 3,985,755,426.26 depreciation Houses and buildings 39,393,560.99 5,655,081.68 167,726.95 44,880,915.72 Aircrafts and engines 3,097,768,452.52 664,835,417.04 127,290,829.10 3,635,313,040.46 High-value rotables 183,183,084.17 39,661,547.96 4,588,095.48 218,256,536.65 Transportation vehicles 21,814,042.77 4,362,377.46 1,828,176.22 24,348,244.01 Machinery , electronics& 54,676,420.32 11,653,596.42 3,373,327.32 62,956,689.42 furniture 3. NBV before impairment 6,877,266,632.28 8,516,558,689.44 allowance Houses and buildings 177,141,223.91 238,613,454.82 Aircrafts and engines 6,292,116,882.10 7,790,107,246.49 High-value rotables 330,937,147.62 402,395,722.12 Transportation vehicles 26,999,369.53 33,065,982.48 Machinery , electronics& 50,072,009.12 52,376,283.53 furniture 4. Impairment allowance 193,810,080.67 191,159,700.00 1,197,957.45 383,771,823.22 Houses and buildings 0.00 0.00 0.00 0.00 Aircrafts and engines 178,336,555.38 173,551,300.00 0.00 351,887,855.38 High-value rotables 15,473,525.29 17,608,400.00 1,197,957.45 31,883,967.84 Transportation vehicles 0.00 0.00 0.00 0.00 Machinery , electronics& 0.00 0.00 0.00 0.00 furniture 5. NBV 6,683,456,551.61 8,132,786,866.22 Houses and buildings 177,141,223.91 238,613,454.82 98 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Current year Current year Category B/f C/f increase decrease Aircrafts and engines 6,113,780,326.72 7,438,219,391.11 High-value rotables 315,463,622.33 370,511,754.28 Transportation vehicles 26,999,369.53 33,065,982.48 Machinery , electronics& 50,072,009.12 52,376,283.53 furniture Note: Depreciation recognised during the current year amounted to 726,168,020.56; historical cost of fixed assets transferred from construction in progress during the current year amounted to 1,669,953,198.41. 7.7.2 Fixed assets with imposed restriction on ownership As at reporting date, aircrafts and engines with NBV amounting to 5,290,960,014.07 (historical cost amounting to 6,784,301,763.02; 2011 comparative: NBV and historical cost amounting to 3,959,256,219.56 and 5,109,105,473.71 respectively) were pledged as security for long-term borrowings amounting to 3,854,676,638.03 (2011 comparative: 3,007,009,638.54 元, see Note 7.25) and long-term borrowings due within one year amounting to 283,051,698.10 (2011 comparative: 258,278,648.16, see Note 7.24); ownership of aircrafts and engines with NBV amountig to 1,191,901,011.49 (historical cost amounting to 1,737,224,257.96; 2011 comparative: NBV and historical cost amounting to 1,230,067,170.79 and 1,685,994,438.14 respectively) was restricted as the fact that they were acquired under financial leases. 7.7.3 Fixed assets acquired under financial leases Category C/f B/f 1. Historical cost Aircrafts and engines 1,737,224,257.96 1,685,994,438.14 Total 1,737,224,257.96 1,685,994,438.14 2. Cumulative depreciation Aircrafts and engines 545,323,246.47 455,927,267.35 Total 545,323,246.47 455,927,267.35 3. NBV before impairment allowance Aircrafts and engines 1,191,901,011.49 1,230,067,170.79 Total 1,191,901,011.49 1,230,067,170.79 4. Impairment allowance Aircrafts and engines 0.00 0.00 Total 0.00 0.00 5. NBV Aircrafts and engines 1,191,901,011.49 1,230,067,170.79 Total 1,191,901,011.49 1,230,067,170.79 99 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.7.4 Fixed assets pending ownership registration Estimated Item Reason for pending NBV registration Jinan cargo arrival and departure Land rented from Jinan Air Control, no 11,468,671.35 warehouses eligible for ownership registration Qingdao aircraft maintenance Ownership registration in process 2013 38,677,325.66 workshops Yantai terminal building Ownership registration in process 2013 18,655,086.17 Qingdao logistic operation Ownership registration in process 2013 62,324,271.61 building Total 131,125,354.79 7.7.5 Impairment allowance for fixed assets Impairment allowance for the asset group consisting of 5 CRJ200 aircrafts and their related high-value rotables amounting to 191,159,700.00 was recognised during the current year with reference to the disposal plan for CRJ200 aircrafts. The impairment was evaluated by the Asset Appraisal Report LongYuan ZhiBo Ping Bao Zi (2013) No. B-102 issued by Beijing Longbro Asset Valuation Co., Ltd. 7.8. Construction in progress 7.8.1 General information C/f Project Gross carrying amount Impairment allowance Net carrying amount Prepayment for aircrafts 1,414,569,228.22 0.00 1,414,569,228.22 Simulator 0.00 0.00 0.00 Qingdao logistic operation building 0.00 0.00 0.00 Others 16,316,585.89 0.00 16,316,585.89 Total 1,430,885,814.11 0.00 1,430,885,814.11 (Continued) B/f Project Gross carrying amount Impairment allowance Net carrying amount Prepayment for aircrafts 1,620,234,746.63 0.00 1,620,234,746.63 Simulator 100,000.00 0.00 100,000.00 Qingdao logistic operation building 22,956,157.35 0.00 22,956,157.35 Others 1,634,015.40 0.00 1,634,015.40 Total 1,644,924,919.38 0.00 1,644,924,919.38 100 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.8.2 Significant projects Project Budget B/f Current year increase Prepayment for aircrafts 5,939,797,500.00 1,620,234,746.63 1,333,239,335.43 Simulator 65,012,686.55 100,000.00 64,912,686.55 Qingdao logistic operation building 62,492,654.60 22,956,157.35 39,536,497.25 Others 191,380,000.00 1,634,015.40 18,225,573.91 Total 6,258,682,841.15 1,644,924,919.38 1,455,914,093.14 (Continued) Transferred to fixed Project Other decrease C/f assets in current year Prepayment for aircrafts 1,538,904,853.84 0.00 1,414,569,228.22 Simulator 65,012,686.55 0.00 0.00 Qingdao logistic operation building 62,492,654.60 0.00 0.00 Others 3,543,003.42 0.00 16,316,585.89 Total 1,669,953,198.41 0.00 1,430,885,814.11 (Continued) Borrowing costs Rate of interest Cumulative borrowing Project capitalised in the current capitalisation for the costs capitalised year current year Prepayment for aircrafts -3,710,039.34 7,353,039.90 1.43-4.97 Simulator 0.00 0.00 n/a Qingdao logistic operation building 0.00 0.00 n/a Others 0.00 0.00 n/a Total -3,710,039.34 7,353,039.90 (Continued) Project % of investment : budget Percentage of completion Source of finance Borrowings from financial Prepayment for aircrafts 23.82 23.82 institutions Simulator 100.00 100.00 Self-financing Qingdao logistic operation building 100.00 100.00 Self-financing Others 8.53 8.53 Self-financing Total 7.8.3 No indication of impairment on construction in progress was present as at the reporting date, therefore no impairment allowance was recognised. 101 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.9 Intangible assets General information Current year Current year Category B/f C/f increase decrease 1. Historical cost 83,601,933.13 1,062,000.00 0.00 84,663,933.13 Land rights 83,601,933.13 1,062,000.00 0.00 84,663,933.13 2. Cumulative depreciation 4,414,811.09 1,434,350.49 0.00 5,849,161.58 Land rights 4,414,811.09 1,434,350.49 0.00 5,849,161.58 3. Impairment allowance 0.00 0.00 0.00 0.00 Land rights 0.00 0.00 0.00 0.00 4. NBV 79,187,122.04 78,814,771.55 Land rights 79,187,122.04 78,814,771.55 Note: ① Amortisation recognised during the current year amounted to 1,434,350.49. ② No indication of impairment on intangible assets was present as at the reporting date, therefore no impairment allowance was recognised. 7.10 Goodwill 7.10.1 General information Impairment Current year Current year Investee B/f C/f alowance increase decrease c/f Qingdao Feisheng 10,220,816.22 0.00 0.00 10,220,816.22 0.00 Total 10,220,816.22 0.00 0.00 10,220,816.22 0.00 Management concluded that no impairment on goodwil arising from Qingdao Feisheng was present as at the reporting date after assessment made on the basis of the current operation assets of Qingdao Feisheng and with reference to the audited operating results of Qingdao Feisheng for the current year and the valuation report as at the reporting date. 7.11 Deferred charges Current year Current year Other Reason for Item B/f C/f increase amortisation decrease other decrease Pilot training 249,104,101.12 78,438,685.60 43,709,507.04 0.00 283,833,279.68 Decoration 6,676,288.11 13,352,520.51 1,994,179.55 0.00 18,034,629.07 expenditure Total 255,780,389.23 91,791,206.11 45,703,686.59 0.00 301,867,908.75 102 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.12 Deferred tax assets C/f B/f Category Deductible temporary Deductible temporary Deferred tax Deferred tax assets difference and tax loss difference and tax loss assets carried forwards carried forwards Allowance for bad debt 29,515,389.43 118,061,557.70 28,822,639.51 115,290,558.03 Impairment allowance for 95,942,955.81 383,771,823.22 48,452,520.17 193,810,080.67 fixed assets Fair value movement of financial liabilities held for 1,799,695.90 7,198,783.59 536,380.28 2,145,521.10 trading Provisions 198,150,745.16 792,602,980.62 135,006,662.91 540,026,651.65 Employment benefits 85,129,768.80 340,519,075.19 17,388,124.64 69,552,498.55 payable Deferred income 40,300,683.54 161,202,734.16 0.00 0.00 Tax loss carried forwards 46,072.79 184,291.18 195,890.90 783,563.60 Total 450,885,311.43 1,803,541,245.66 230,402,218.41 921,608,873.60 7.13 Allowance for asset impairment Current year Current decrease Category B/f C/f recognition Reversal Expanded 1. Allowance for bad debt 115,290,558.03 3,529,381.35 758,381.68 0.00 118,061,557.70 2. Impairment allowance for 22,500,000.00 0.00 0.00 0.00 22,500,000.00 long-term equity investments 3. Impairment allowance for fixed 193,810,080.67 191,159,700.00 0.00 1,197,957.45 383,771,823.22 assets Total 331,600,638.70 194,689,081.35 758,381.68 1,197,957.45 524,333,380.92 7.14 Assets with imposed restriction on ownership Category C/f Reason of restriction Assets pledged as security Pledge as security for long-term Aircrafts and engines 5,290,960,014.07 borrowings Other form of restriction: Aircrafts and engines 1,191,901,011.49 Assets acquired under financial lease Total 6,482,861,025.56 103 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.15 Short-term borrowings 7.15.1 Disclosure by type Type C/f B/f Credit loans 321,378,829.28 450,000,000.00 Guarantee loans 0.00 317,636,239.20 Total 321,378,829.28 767,636,239.20 7.16 Financial liabilities held for trading Item Fair value c/f Fair value b/f Interest rate swaps 7,198,783.59 2,145,521.10 Total 7,198,783.59 2,145,521.10 The immature interest rate swaps held by the Company had a principal amount of USD 136,113,217.20 as at the reporting date; bankers confirmed that the reporting date fair value of these interest rate swaps is -7,198,783.59 (USD -1,145,300.07). 7.17 Notes payable Type C/f B/f Bankers' acceptance 100,000.00 24,959,340.48 Commercial acceptance 0.00 104,587,852.86 Total 100,000.00 129,547,193.34 Note: Notes payable due in the next reporting period amounts to 100,000.00. 7.18 Accounts payable 7.18.1 General information Item C/f B/f Fuel cost 296,059,868.05 226,327,463.66 Aircraft maintenance costs 253,358,086.69 228,090,474.18 Landing fee 194,407,548.18 194,653,002.79 Computer booking fee 58,105,416.36 80,221,998.70 Flight catering 53,351,961.08 37,481,411.68 Aero equipments 45,048,851.36 80,856,056.97 Lease rental 20,551,734.38 16,682,222.31 Others 30,085,312.50 36,202,735.26 Total 950,968,778.60 900,515,365.55 7.18.2 Accounts payable owed to investors investors holding 5% or more of the shares of the Company See Note 8.6 Related party balances for details. 7.18.3 No material accounts payable due for more than 1 year as at the reporting date. 104 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.19 Advances from customers 7.19.1 General information Item C/f B/f Ticket clearing 191,551,691.08 262,611,956.03 Advanced payment for tickets 15,459,309.56 24,015,753.74 Others 8,096,572.49 6,218,942.65 Total 215,107,573.13 292,846,652.42 7.19.2 Advances from customers owed to investors investors holding 5% or more of the shares of the Company See Note 8.6 Related party balances for details. 7.19.3 No material advances from customers due for more than 1 year as at the reporting date. 7.20 Employment benefits payable Current year Current year Category B/f C/f increase decrease (1) Wages and salaries, bonuses, 227,244,844.29 1,119,727,571.13 1,040,361,631.43 306,610,783.99 subsidies and allowances (2) Employee benefits 0.00 48,679,783.34 48,679,783.34 0.00 (3) Social insurance 2,612,106.72 137,433,680.17 137,115,335.75 2,930,451.14 Within: ①Medical insurance 0.00 29,641,875.60 29,641,875.60 0.00 ②Basic retirement insurance 0.00 61,273,237.02 61,273,237.02 0.00 ③Annuity fee 2,612,106.72 33,854,407.25 33,536,062.83 2,930,451.14 ④Unemployment fee 0.00 6,401,994.38 6,401,994.38 0.00 ⑤Work injury insurance 0.00 1,648,064.46 1,648,064.46 0.00 ⑥Pregnancy insurance 0.00 2,590,585.78 2,590,585.78 0.00 ⑦Reserved funds for disable 0.00 2,023,515.68 2,023,515.68 0.00 jobseekers (4) Housing provident fund 15,290.40 39,676,932.13 39,673,414.13 18,808.40 (5) Labor union fee and employee 33,866,869.24 15,743,663.22 15,466,781.28 34,143,751.18 education fee (6) Non-monetary benefits 0.00 0.00 0.00 0.00 (7) Redemption of termination of 0.00 41,165.39 41,165.39 0.00 labor contract (8) Others 0.00 0.00 0.00 0.00 Within: Share-based payments 0.00 0.00 0.00 0.00 settled by cash Total 263,739,110.65 1,361,302,795.38 1,281,338,111.32 343,703,794.71 105 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.21 Taxes and fees payable Tax (Fee) C/f B/f VAT and custom 2,889.52 2,889.52 Business tax 21,097,209.73 19,366,568.31 Urban construction and maintenance 1,422,656.41 1,116,189.38 tax Education surcharge 1,031,247.63 1,456,370.22 Enterprise income tax 139,026,409.94 66,816,641.91 Property tax 1,225,434.50 1,191,811.73 Land tax 150,775.11 135,237.68 Personal income tax 4,736,473.47 4,111,680.70 Stamp duty 3,651,170.17 3,679,689.12 Civil aviation development fund 59,423,302.82 52,289,975.60 Provision for income tax deducted at -3,000,686.74 17,237,385.96 source Sales tax deducted at source 703,487.16 715,315.42 Others 214,108.31 12,524.02 Total 229,684,478.03 168,132,279.57 7.22 Interests payable Item C/f B/f Interest on long-term borrowings by 3,939,751.55 2,787,494.91 installment Interest on corporate bond 12,035,833.33 0.00 Interest on short-term borrowings 490,510.37 5,260,681.47 Total 16,466,095.25 8,048,176.38 7.23 Other payables 7.23.1 General information Item C/f B/f Payable for construction projects 24,002,111.06 1,280,272.62 Payable for down payments 57,843,473.65 60,312,728.59 Payables associated with aircraft 19,098,882.67 4,111,748.30 purchase Civil aviation development fund 25,039,913.23 28,225,731.21 deducted at source Others 84,090,633.33 67,816,147.69 Total 210,075,013.94 161,746,628.41 106 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.23.2 Other payables owed to investors investors holding 5% or more of the shares of the Company See Note 8.6 Related party balances for details. 7.23.3 Material other payables due for more than 1 year Reason for pending Post reporting date Creditor Amount settlement repayment Margin deposit to be Air China 20,000,000.00 settlement upon expiry of No immature wet lease Total 20,000,000.00 7.23.4 Material other payables Creditor C/f Description Air China 20,000,000.00 Margin deposit for wet lease Total 20,000,000.00 7.24 Non-current liabilities due within one year 7.24.1 General information Category C/f B/f Long-term borrowings due within one year (Note 7.25) 283,051,698.10 258,278,648.16 Financial lease rental payables due within one year (Note 7.27) 109,521,823.77 126,278,712.23 Total 392,573,521.87 384,557,360.39 7.24.2 Long-term borrowings due within one year ① General information Category C/f B/f Secured loans 283,051,698.10 258,278,648.16 Total 283,051,698.10 258,278,648.16 ② Top five long-term borrowings due within one year Creditor Start date Expiry date Interest rate (%) Currency Bank of China, Jinan 2005/10/19 Step repayment 6M LIBOR+120BP USD Minsheng Bank, Jinan 2005/4/7 Step repayment 6.55 CNY ICBC, Jinan Dongjiao Branch 2009/6/30 Step repayment 3M LIBOR+150BP USD China Development Bank, Shandong 2008/7/11 Step repayment 6M LIBOR+70BP USD China Development Bank, Shandong 2008/9/2 Step repayment 6M LIBOR+70BP USD Total 107 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (Continued) C/f B/f Creditor Currency CNY Currency CNY amount amount amount amount Bank of China, Jinan 11,200,000.00 70,397,600.00 0.00 0.00 Minsheng Bank, Jinan 0.00 50,000,000.00 0.00 50,000,000.00 ICBC, Jinan Dongjiao Branch 4,000,000.00 25,142,000.00 4,000,000.00 25,203,600.00 China Development Bank, Shandong 3,528,000.00 22,175,244.00 0.00 0.00 China Development Bank, Shandong 3,072,000.00 19,309,056.00 0.00 0.00 Total 187,023,900.00 75,203,600.00 7.24.3 Financial lease rental payables due within one year (top five) Creditor Term Principal amount Interest rate(%) CBD-leasing Co., Ltd. 2005.6-2020.6 1,440,000,000.00 6.943 CALC Jian Zhao Limited 2011.8-2026.8 284,290,146.39 7.05 Total 1,724,290,146.39 (Continued) Creditor Accrued interest C/f Condition CBD-leasing Co., Ltd. 49,920,559.03 94,446,531.79 Financial lease for aircraft CALC Jian Zhao Limited 17,606,039.56 15,075,291.98 Financial lease for aircraft Total 67,526,598.59 109,521,823.77 7.25 Long-term borrowings Disclosure by category Category C/f B/f Secured loans (by tangible assets) 4,137,728,336.13 2,559,385,749.07 Secured loans (by intangible assets) 0.00 161,774,914.40 Credit loans 0.00 544,127,623.23 Less: Long-term borrowings due within one year (Note 7.24) 283,051,698.10 258,278,648.16 Total 3,854,676,638.03 3,007,009,638.54 See Note 7.7.2 for details of collaterals for secured loans. 108 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) ② Top five long-term borrowings Creditor Start date Expiry date Interest rate (%) Currency China Development Bank, Shandong 2012/5/7 Repayment on expiry 6M LIBOR+340BP USD China Development Bank, Shandong 2012/11/30 Repayment on expiry 6M LIBOR+340BP USD China Development Bank, Shandong 2012/12/27 Repayment on expiry 6M LIBOR+340BP USD ICBC, Jinan Dongjiao Branch 2009/6/30 Step repayment 3M LIBOR+150BP USD Bank of China, Jinan 2005/12/21 Step repayment 6M LIBOR+120BP USD Total (Continued) C/f B/f Creditor Currency CNY Currency CNY amount amount amount amount China Development Bank, Shandong 50,000,000.00 314,275,000.00 0.00 0.00 China Development Bank, Shandong 31,000,000.00 194,850,500.00 0.00 0.00 China Development Bank, Shandong 28,500,000.00 179,136,750.00 0.00 0.00 ICBC, Jinan Dongjiao Branch 22,491,654.64 141,371,295.24 26,491,654.64 166,921,266.72 Bank of China, Jinan 26,213,260.00 164,763,445.73 26,213,260.00 165,167,129.93 Total 158,204,914.64 994,396,990.97 52,704,914.64 332,088,396.65 7.26 Bonds payable Bond Face value Issue date Term Amount issued Medium-term bond 500,000,000.00 2012/6/12 Three years 500,000,000.00 Total 500,000,000.00 500,000,000.00 (Continued) Interest payable Interest accrued in Interest paid in Interest payable Bond C/f b/f current year current year c/f Medium-term bond 0.00 12,035,833.33 0.00 12,035,833.33 500,000,000.00 Total 0.00 12,035,833.33 0.00 12,035,833.33 500,000,000.00 7.27. Long-term payables Disclosure by category Category C/f B/f Financial lease rental payables 1,003,581,510.68 1,130,479,061.57 Maintenance payables for aircrafts and engines held under 783,480,828.66 593,221,506.30 operating lease 109 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Category C/f B/f Less: Financial lease rental payables due within one year 109,521,823.77 126,278,712.23 (Note 7.24) Less: Maintenance payables for aircrafts and engines held 123,336,184.53 119,878,996.62 under operating lease due within one year (Note 1) Total 1,554,204,331.04 1,477,542,859.02 Note : Maintenance payables for aircrafts and engines held under operating lease due within one year had been included in accounts payable. 7.27.2 Top five financial lease rental payables Creditor Term Principal amount Interest rate (%) CBD-leasing Co., Ltd. 2005.6-2020.6 1,440,000,000.00 6.943 CALC Jian Zhao Limited 2011.8-2026.8 284,290,146.39 7.05 Total 1,724,290,146.39 (Continue) Creditor Accrued interest C/f Condition CBD-leasing Co., Ltd. 181,923,308.14 656,556,432.70 Financial lease for aircraft CALC Jian Zhao Limited 116,643,538.48 237,503,254.21 Financial lease for aircraft Total 298,566,846.62 894,059,686.91 7.28 Other non-current liabilities Item C/f B/f Designated subsidy for snow disaster 3,488,458.34 3,987,958.34 SMS fund 0.00 1,000,000.00 PhoenixMiles Program 161,202,734.17 127,562,137.01 Desigated subsidy for IT construction 4,709,541.65 10,000,000.00 Designated subsidy for civil aviation energy-saving 16,735,066.12 17,711,566.24 program Total 186,135,800.28 160,261,661.59 7.29 Share capital B/f Category Amount % 1. Shares with restriction on disposal 1.1 State-held shares 0.00 0.00 1.2 Shares held by state-owned entities 259,801,000.00 64.95 1.3 Shares held by other domestic investors 199,000.00 0.05 Within: Held by institutional investors 199,000.00 0.05 110 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) B/f Category Amount % Held by non-institutional investors 0.00 0.00 1.4 Shares held by foreign investors 0.00 0.00 Within: Held by institutional investors 0.00 0.00 Held by non-institutional investors 0.00 0.00 Subtotal of shares with restriction on disposal 260,000,000.00 65.00 2. Floating shares 2.1 Ordianry shares issued in CNY 0.00 0.00 2.2 Shares issued in domestic stock market in foreign currency 140,000,000.00 35.00 2.3 Shares issued in foreign market in foreign currency 0.00 0.00 2.4 Others 0.00 0.00 Subtotal of floating shares 140,000,000.00 35.00 Total 400,000,000.00 100.00 (Continued) Currency year movement (+, -) Category Coversion Share issue Bonus issue from Others Subtotal reserves 1. Shares with restriction on disposal 1.1 State-held shares 0.00 0.00 0.00 0.00 0.00 1.2 Shares held by state-owned entities 0.00 0.00 0.00 0.00 0.00 1.3 Shares held by other domestic investors 0.00 0.00 0.00 0.00 0.00 Within: Held by institutional investors 0.00 0.00 0.00 0.00 0.00 Held by non-institutional investors 0.00 0.00 0.00 0.00 0.00 1.4 Shares held by foreign investors 0.00 0.00 0.00 0.00 0.00 Within: Held by institutional investors 0.00 0.00 0.00 0.00 0.00 Held by non-institutional investors 0.00 0.00 0.00 0.00 0.00 Subtotal of shares with restriction on disposal 0.00 0.00 0.00 0.00 0.00 2. Floating shares 2.1 Ordianry shares issued in CNY 0.00 0.00 0.00 0.00 0.00 2.2 Shares issued in domestic stock market in 0.00 0.00 0.00 0.00 0.00 foreign currency 2.3 Shares issued in foreign market in foreign 0.00 0.00 0.00 0.00 0.00 currency 2.4 Others 0.00 0.00 0.00 0.00 0.00 Subtotal of floating shares 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 0.00 111 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (Continue) C/f Category Amount % 1. Shares with restriction on disposal 1.1 State-held shares 0.00 0.00 1.2 Shares held by state-owned entities 259,801,000.00 64.95 1.3 Shares held by other domestic investors 199,000.00 0.05 Within: Held by institutional investors 199,000.00 0.05 Held by non-institutional investors 0.00 0.00 1.4 Shares held by foreign investors 0.00 0.00 Within: Held by institutional investors 0.00 0.00 Held by non-institutional investors 0.00 0.00 Subtotal of shares with restriction on disposal 260,000,000.00 65.00 2. Floating shares 2.1 Ordianry shares issued in CNY 0.00 0.00 2.2 Shares issued in domestic stock market in foreign currency 140,000,000.00 35.00 2.3 Shares issued in foreign market in foreign currency 0.00 0.00 2.4 Others 0.00 0.00 Subtotal of floating shares 140,000,000.00 35.00 Total 400,000,000.00 100.00 Note: ① Shares were issued at CNY 1.00 each at par. ② The above shares have been verified by the Report on the Verification of Capital (YanQianZi[2000]No.27) issued by Shandong Yantai QianJu Certified Public Accountants Co., Ltd. 7.30 Capital reserves Current year Current year Category B/f C/f increase decrease Share premium 67,618,282.54 0.00 0.00 67,618,282.54 Other capital reserves 7,792,081.16 0.00 0.00 7,792,081.16 Total 75,410,363.70 0.00 0.00 75,410,363.70 7.31 Surplus reserves Current year Current year Category B/f C/f increase decrease Statutory surplus reserve 199,414,021.75 58,228,777.56 0.00 257,642,799.31 Total 199,414,021.75 58,228,777.56 0.00 257,642,799.31 112 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.32. Retained earnings Movement of retained earnings Rate of Item Current year Prior year appropriation B/f 1,374,420,534.36 799,664,252.17 Total adjustment to retained earnings b/f (+, -) 0.00 0.00 Retained earnings b/f after adjustment 1,374,420,534.36 799,664,252.17 Add: Net profit attributable to shareholders of the 589,810,932.47 771,225,549.05 parent Loss set off by surplus reserves 0.00 0.00 Others 0.00 0.00 Less: Appropriation to statutory surplus reserve 58,228,777.56 76,469,266.86 10% of net profit Appropriation to discretionary surplus reserve 0.00 0.00 Ordinary dividends declared 160,000,000.00 120,000,000.00 Bonus issue 0.00 0.00 C/f 1,746,002,689.27 1,374,420,534.36 7.33 Revenue and operating costs 7.33.1 General information Category Current year Prior year Principal operating income 10,892,489,041.34 9,562,851,733.23 Other operating income 100,535,873.07 104,118,011.97 Total 10,993,024,914.41 9,666,969,745.20 Principal operating cost 8,571,793,581.33 7,256,886,850.82 Other operating cost 4,478,787.52 6,365,030.93 Total 8,576,272,368.85 7,263,251,881.75 7.33.2 Disclosure by service line Current year Prior year Service line Operating income Operating cost Operating income Operating cost Aero transportation 10,845,887,973.75 8,539,879,426.57 9,516,803,167.77 7,228,626,954.17 Hospitality and catering 22,119,064.02 19,496,643.53 20,712,093.43 18,454,321.51 Training 17,978,025.13 9,187,896.05 17,333,253.52 7,032,351.04 Freight logistics 6,503,978.44 3,229,615.18 8,003,218.51 2,773,224.10 Total 10,892,489,041.34 8,571,793,581.33 9,562,851,733.23 7,256,886,850.82 7.33.3 Operating income from top five customers Year Operating income % of total operating income 2012 701,094,111.08 6.38 2011 739,549,243.01 7.65 113 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.34 Business tax and surcharges Item Current year Prior year Business tax 322,040,241.43 285,290,624.53 Urban maintenance and construction tax 22,407,051.10 19,969,488.56 Education surcharge and others 18,845,643.08 14,251,317.35 Total 363,292,935.61 319,511,430.44 7.35 Sales expenses Category Current year Prior year Employment benefits 178,559,093.77 124,727,615.68 Depreiciation 2,117,377.88 1,921,967.96 Travel 4,094,804.02 3,409,904.23 Advertisement 12,104,590.05 14,123,544.57 Brokerage 397,328,163.87 337,884,885.04 Computer booking 67,118,157.82 61,405,065.12 Online payment 21,600,770.07 16,886,185.15 Lease rental 14,356,560.06 10,792,458.84 System and network 4,087,876.50 3,040,272.70 BSP data processing 2,165,963.39 1,669,314.66 Office 5,302,142.43 4,404,781.53 Sales of annual ticket 18,302,127.40 21,224,600.00 Others 18,552,474.76 20,075,583.07 Total 745,690,102.02 621,566,178.55 7.36 General and administrative expenses Category Current year Prior year Employment benefits 143,402,835.27 98,767,664.24 Depreiciation 7,228,965.52 6,191,904.84 Office 4,846,659.27 4,861,667.01 Amortisation of intangibles 1,434,350.49 804,633.81 Taxes and fees 6,060,356.49 8,179,272.10 Entertainment 16,891,805.85 13,820,381.31 Lease rental 14,105,149.76 9,961,104.37 Technology development 6,064,208.25 7,183,485.10 Subscription for clearing system 3,961,952.36 3,973,561.94 Others 34,419,104.39 34,621,946.15 Total 238,415,387.65 188,365,620.87 114 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.37 Financial costs Category Current year Prior year Interest expenses 247,729,159.28 190,069,387.42 Less: Interest income 2,728,247.92 10,138,950.37 Exchange difference -8,090,980.43 -97,589,600.65 Bank charges and others 6,600,544.73 3,695,131.54 Total 243,510,475.66 86,035,967.94 7.38 Loss on asset impairment Category Current year Prior year Allowance for bad debt 2,770,999.67 1,453,573.00 Impairment allowance for fixed assets 191,159,700.00 193,810,080.67 Total 193,930,699.67 195,263,653.67 7.39 Gain (loss) on asset impairment Source Current year Prior year Interest rate swaps -5,053,262.49 -11,436,367.72 HuiLiDa Contracts 0.00 3,865,809.52 Total -5,053,262.49 -7,570,558.20 7.40 Investment income 7.40.1 Disclosure by category Category Current year Prior year Income from long-term equity investments measured at cost 16,247,366.84 11,841,382.42 Income from holding of financial assets held for trading -1,852,852.05 -3,291,906.49 Total 14,394,514.79 8,549,475.93 7.40.2 Income from long-term equity investments measured at cost Investee Current year Prior year China Travelsky Technology Co., Ltd. 1,565,460.00 1,365,429.42 Sichuan Airlines Co., Ltd. 13,730,000.00 10,000,000.00 Jinan International Airport Co., Ltd. 951,906.84 475,953.00 Total 16,247,366.84 11,841,382.42 7.41 Non-operating income Included in current year Category Current year Prior year non-recurring profit and loss Gain on non-current asset disposals 59,901.02 7,721,097.44 59,901.02 Within: Gain on fixed asset disposals 59,901.02 7,721,097.44 59,901.02 Government assistance (See details of government assistance 52,137,058.47 21,698,008.50 52,137,058.47 115 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Included in current year Category Current year Prior year non-recurring profit and loss Subsidy for air routes 64,962,684.00 17,933,800.00 64,962,684.00 Others 30,027,829.08 8,256,642.58 30,027,829.08 Total 147,187,472.57 55,609,548.52 147,187,472.57 Details of government assistance: Government assitance Current year Prior year Description Granted by the CAAC regional Subsidy for side air routes 7,330,000.00 7,690,000.00 office Designated subsidy for snow disaster 499,500.00 387,000.00 Amortisation of utilised subsidy Designated subsidy for civil aviation 976,500.12 844,083.50 Amortisation of utilised subsidy energy-saving program Subsidy for 12-5 construction of IT Subsidy for expenditure on 12-5 5,290,458.35 0.00 system construction of IT system Subsidy for SMS 1,000,000.00 0.00 Subsidy for expenditure on SMS Others 37,040,600.00 12,776,925.00 Granted by regional government Tota 52,137,058.47 21,698,008.50 7.42 Non-operating expenses Included in current year Category Current year Prior year non-recurring profit and loss Loss on non-current asset disposals 6,908,093.55 17,320,987.51 6,908,093.55 Within: Loss on fixed asset disposals 6,908,093.55 17,320,987.51 6,908,093.55 Charitable donation 15,000.00 17,000.00 15,000.00 Fines 8,334.71 805,456.51 8,334.71 Others 461,424.44 403,816.60 461,424.44 Total 7,392,852.70 18,547,260.62 7,392,852.70 7.43 Income tax expenses Category Current year Prior year Current tax calculated in accordance with relevant tax law 411,720,977.67 366,233,479.64 Deferred tax -220,483,093.02 -105,989,734.29 Total 191,237,884.65 260,243,745.35 7.44 Computation of basic earnings per share and diluted earnings per share Basic earngings per share is calculated by dividing net profit attributable to shareholders of the parent by the weighted average number of issued shares. The start date of ordinary shares issued in the period for the purpose of calculation of basic earnings per share is the date on which subscription becomes receivable per contract of issuance. Diluted earnings per share is calculated by dividing the results of adjustment of net profit attributable to 116 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) shareholders of the parent for the interest expense for the dilutive convertible instruments, the expected gain or expense at the time of conversion and their related income tax implication by the sum of the weighted average number of issued shares for calculation of baisc earnings per shares and the weighted average number of potential shares from convertible instruments. For the purpose of calculation of the weighted average number of potential shares from convertible instruments, the conversion date for dilutive conventible instruments issued in prior period and dilutive convertible instruments issued in the period is the the 1st date of the period and the issue date respectively. 7.44.1 General disclosure Current year Prior year Category of earning Basic EPS Diluted EPS Basic EPS Diluted EPS Net profit attributable to ordinary 1.47 1.47 1.93 1.93 shareholders Recurring profit or loss attributable to 1.23 1.23 1.88 1.88 ordinary shareholders 7.44.2 Calculation During the reporting period, the Company does not have dilutive potential ordinary shares, diluted earnings per share therefore is equal to the earnings per share. ① Net profit attributable for ordinary shareholders for the calculation of basic EPS Category Current year Prior year Net profit attributable for ordinary shareholders 589,810,932.47 771,225,549.05 Within: From continuing operation 589,810,932.47 771,225,549.05 From curtailed operation 0.00 0.00 Recurring profit or loss attributable to ordinary shareholders 490,146,637.15 751,635,820.83 Within: From continuing operation 490,146,637.15 751,635,820.83 From curtailed operation 0.00 0.00 ②When calculating the basic earnings per share, the denominator is the weighted average number of outstanding ordinary shares, calculated as follows Category Current year Prior year Number of ordinary shares issued b/f 400,000,000.00 400,000,000.00 Add: the number of ordinary shares issued this year 0.00 0.00 Less: the number of ordinary shares bought back this year 0.00 0.00 Number of ordinary shares c/f 400,000,000.00 400,000,000.00 117 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.45 Notes to the statement of cash flows 7.45.1 Cash received relating to other operating activities Category Current year Prior year Government assistance 52,060,600.00 27,316,925.00 Interest income on bank deposit 2,728,247.92 11,548,478.50 Cash receiptes from non-operating income 73,065,513.08 26,190,442.58 Cash receiptes from operating balance 10,012,593.40 35,162,865.06 Margin deposit repaid 500,000.00 0.00 Total 138,366,954.40 100,218,711.14 7.45.2 Other cash payments relating to operating activities Category Current year Prior year Bank charges 26,701,314.80 20,581,316.69 Cash payments for non-operating expenses 484,759.15 1,226,273.11 Cash payments for operating balance 62,031,683.41 7,611,441.52 Cash payments for sales and general and administrative expenses 159,255,418.49 152,971,873.37 Margin deposit paid 0.00 500,000.00 Total 248,473,175.85 182,890,904.69 7.45.3 Other cash payments relating to investing activities Category Current year Prior year Cash payments of settlement of interest rate swaps 1,852,852.05 3,291,906.49 Total 1,852,852.05 3,291,906.49 7.45.4 Other cash receipts relating to financing activities Category Current year Prior year Margin deposit for bankers' acceptance repaid 7,470,000.00 27,300,000.00 Margin deposit for loans repaid 0.00 150,166,363.25 Performance compensation received 0.00 2,861,005.87 Total 7,470,000.00 180,327,369.12 7.45.5 Other cash payments relating to financing activities Category Current year Prior year Cash payments for aircraft lease rental 206,213,467.59 183,057,204.67 Cash payments for acquisition of minority interest 0.00 24,510,000.00 Cash payments for issuance of medium-term bonds 1,500,000.00 0.00 Total 207,713,467.59 207,567,204.67 118 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.46 Supplementary information to the statement of cash flows 7.46.1 Reconciliation of cash flows from operating activities to net profit Category Current year Prior year ① Reconciliation of cash flows from operating activities to net profit: Net profit 589,810,932.47 770,772,472.26 Add: Loss on asset impairment 193,930,699.67 195,263,653.67 Depreciation of fixed assets, oil and gas assets, bioogical assets held for 726,168,020.56 669,156,553.70 production Amortisation of intangible assets 1,434,350.49 934,030.49 Amortisation of deferred charges 45,703,686.59 45,733,261.80 Loss on non-current assets disposal (gain presented by "-" prefix) -59,901.02 -7,721,097.44 Loss on scrap of fixed assets (gain presented by "-" prefix) 6,908,093.55 17,320,987.51 Loss on fair value changes (gain presented by "-" prefix) 5,053,262.49 7,570,558.20 Fianncial costs (gain presented by "-" prefix) 238,341,003.26 92,697,060.02 Investment loss (gain presented by "-" prefix) -14,394,514.79 -8,549,475.93 Decrease of deferred tax assets (increase presented by "-" prefix) -220,483,093.02 -103,667,022.63 Increase of deferred tax liabilities (increase presented by "-" prefix) 0.00 -2,322,711.66 Decrease of inventories (increase presented by "-" prefix) 9,195,192.86 -38,483,530.73 Decrease of operating receivables (increase presented by "-" prefix) -67,334,514.13 9,169,602.80 Increase of operating payables (decrease presented by "-" prefix) 212,044,281.77 597,176,322.84 Others 0.00 0.00 Net cash flows generated from operating activities 1,726,317,500.75 2,245,050,664.90 ② Significant investing and financing acitivities involve no cash: Debt-to-capital conversion 0.00 0.00 Convertable loan due within one year 0.00 0.00 Fixed assets acquired under financial lease 0.00 267,289,540.06 ③ Movement of cash and cash equivalents: Cash C/f 155,387,742.97 240,185,747.48 Less: Cash B/f 240,185,747.48 148,606,284.51 Add: Cash equivalents C/f 0.00 0.00 Less: Cash equivalents B/f 0.00 0.00 Net increase of cash and cash equivalents -84,798,004.51 91,579,462.97 119 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 7.46.2 Compostion of cash and cash equivalents Category Current year Prior year ① Cash 155,387,742.97 240,185,747.48 Including: Cash at hand 349,489.05 464,985.14 Demand bank deposit 155,038,253.92 239,720,762.34 Demand other monetary funds 0.00 0.00 Demand deposit in the Central Bank 0.00 0.00 Deposit in peer firms 0.00 0.00 Loan to peer firms 0.00 0.00 ② Cash equivalents 0.00 0.00 Including: Debt instrument matured within three months 0.00 0.00 ③ Cash and cash equivalents C/f 155,387,742.97 240,185,747.48 Note 8 Related parties and related party transaction 8.1 Major investors Relationship to the Type of Legal Investor Place of registration Nature of operation Company incorporation representative Investment and Limited liability SDA Group Largest shareholder Jinan MA, Chongxian management of aero company transportation 2nd largest Joint stock WANG, Air China Beijing Aero transportation shareholder company Changshun (Continued) Shareholding in the Voting right in the Ultimate Investor Registered capital Company Company controller of Institution code (%) (%) the Company SDA Group 580,000,000.00 42.00 42.00 Note 61407164-7 Air China 12,891,954,673.00 22.80 22.80 Note 71787100-6 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. 8.2 Subsidiaries See Note 6.1 Subsidiaries. 8.3 Associates and joint ventures See Note 7.6.3. 120 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 8.4 Other related parties Other related party Relationship to the Company Institution code Taikoo (Shandong) Aircraft Engineering Company Controlled by major investors 70588297-1 Limited Shandong XiangYu Air Technology Co., Ltd. Controlled by major investors 720736454 Shenzhen Airlines Co., Ltd. Controlled by major investors 19221129-0 Air China Cargo Co., Ltd. Controlled by major investors 71093205-6 China National Aviation Finance Co., Ltd. Controlled by major investors 10113699 Sichuan International Aero Engine Maintenance Controlled by major investors 71188088-4 Co., Ltd. Aircraft Maintenance and Engineering Corporation Controlled by major investors 62591162-1 (Ameco Beijing) Chengfu FuKai Aircraft Engineering Co., Ltd. Controlled by major investors 72808856-X 8.5 Related party transactions ① Goods and services purchase Related party Transaction Pricing principle Taikoo (Shandong) Aircraft Engineering Company Aircraft maintenance Market price Limited SDA Group Office lease rental and catering Market price Shandong XiangYu Air Technology Co., Ltd. Repairment Market price Aircraft Maintenance and Engineering Corporation Repairment Market price (Ameco Beijing) Aircraft Maintenance and Engineering Corporation Ground service Market price (Ameco Beijing) Shenzhen Airlines Co., Ltd. Training Market price Air China Ground service Market price Air China Repairment Market price Air China Brokerage Market price Shenzhen Airlines Co., Ltd. Brokerage Market price Air China Cargo Co., Ltd. Ground service Market price Sichuan International Aero Engine Maintenance Repairment Market price Co., Ltd. Chengfu FuKai Aircraft Engineering Co., Ltd. Repairment Market price Total 121 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (Continue) Current year Prior year % in total % in total Related party transaction of transaction of Amount Amount the same the same category category Taikoo (Shandong) Aircraft Engineering 79,492,346.10 14.86 95,242,721.31 17.94 Company Limited SDA Group 22,369,102.37 36.74 18,831,262.82 38.77 Shandong XiangYu Air Technology Co., Ltd. 32,057,124.35 5.99 33,646,853.93 6.34 Aircraft Maintenance and Engineering 5,572,650.35 1.04 14,016,265.65 2.64 Corporation (Ameco Beijing) Aircraft Maintenance and Engineering 9,244,562.66 0.93 0.00 0.00 Corporation (Ameco Beijing) Shenzhen Airlines Co., Ltd. 0.00 0.00 1,332,744.00 7.77 Air China 21,580,926.14 2.16 11,365,926.74 1.37 Air China 767,471.77 0.14 534,348.24 0.10 Air China 6,448,583.78 73.61 0.00 0.00 Shenzhen Airlines Co., Ltd. 774,279.40 8.84 0.00 0.00 Air China Cargo Co., Ltd. 2,468,814.84 0.25 2,502,943.35 0.30 Sichuan International Aero Engine 146,045,495.96 27.29 49,122,192.42 9.25 Maintenance Co., Ltd. Chengfu FuKai Aircraft Engineering Co., Ltd. 3,292,316.90 0.62 0.00 0.00 Total 330,113,674.62 226,595,258.46 ② Sales of goods and vendering of services Related party Transaction Pricing principle Air China Flight support By agreement Air China Ground service Market price Air China Brokerage Market price Shenzhen Airlines Co., Ltd. Brokerage Market price Shenzhen Airlines Co., Ltd. Ground service Market price Taikoo (Shandong) Aircraft Engineering Training By agreement Company Limited Total 122 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (Continued) Current year Prior year % in total % in total Related party transaction of transaction of Amount Amount the same the same category category Air China 10,323,343.20 97.06 12,565,524.20 88.26 Air China 820,994.80 8.27 0.00 0.00 Air China 1,954,422.08 41.65 0.00 0.00 Shenzhen Airlines Co., Ltd. 827,854.78 17.64 0.00 0.00 Shenzhen Airlines Co., Ltd. 308,220.00 3.10 0.00 0.00 Taikoo (Shandong) Aircraft Engineering 280,775.00 3.99 0.00 0.00 Company Limited Total 14,515,609.86 12,565,524.20 8.5.3 Lease between related parties The Company as leasee Lease rental Leasor Leasee Leased asset Start date Expiry date Pricing principle recognised Air China The Company Engines 2012.1.1 2012.12.31 By agreement 8,129,240.94 Air China The Company Simulators 2012.1.1 2012.12.31 By agreement 1,019,500.00 8.5.4 Lending between related parties Related party Amount Start date Expiry date Description Lended from: China National Aviation Finance Co., Ltd. 50,000,000.00 2011/7/25 2012/7/20 Repaid China National Aviation Finance Co., Ltd. 50,000,000.00 2011/7/27 2012/7/27 Repaid China National Aviation Finance Co., Ltd. 50,000,000.00 2011/8/16 2012/8/16 Repaid China National Aviation Finance Co., Ltd. 50,000,000.00 2011/8/23 2012/8/23 Repaid China National Aviation Finance Co., Ltd. 50,000,000.00 2011/8/30 2012/8/30 Repaid China National Aviation Finance Co., Ltd. 50,000,000.00 2012/3/21 2013/3/21 Active 8.5.5 Asset transfer between related parties Related party Type of transaction Transaction Pricing principle Shandong XiangYu Air Technology Co., Ltd. Sales Aero materials By agreement 123 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) (Continued) Current year Prior year % in total % in total Related party transaction of transaction of Amount Amount the same the same category category Shandong XiangYu Air Technology Co., Ltd. 0.00 0.00 4,598,783.00 100.00 8.5.6 Remuneration to key management personel Range of annual remuneration Current year Prior year Total 11.18 Million 10.1951 Million Within: (Number of management peronnel in each range) Over 500 thousands 11 11 100 thousand to 500 thousands 3 2 Up to 100 thousands 5 3 8.5.7 Other related party transaction Related party Transaction Pricing principle Air China Wet lease By agreement SDA Group Fee for guarantee By agreement SDA Group Asset purchase By agreement Brokerage for aero material Shandong XiangYu Air Technology Co., Ltd. By agreement repairment Air China Code sharing By agreement Air China Cargo Co., Ltd. Code sharing for cargo By agreement (Continued) Current year Prior year % in total % in total Related party transaction of transaction of Amount Amount the same the same category category Air China 643,189,241.11 100.00 659,331,863.00 100.00 SDA Group 0.00 0.00 240,000.00 100.00 SDA Group 0.00 0.00 1,482,899.66 0.15 Shandong XiangYu Air Technology Co., Ltd. 0.00 0.00 2,369,193.93 100.00 Air China -907,911.39 100.00 11,172,745.81 100.00 Air China Cargo Co., Ltd. 3,576,765.21 100.00 3,006,710.77 100.00 645,858,094.93 677,603,413.17 124 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 8.6 Related party balance 8.6.1 Receivables owed by and advances paid to related parties C/f B/f Related party Carrying Allowance for Carrying Allowance for amount bad debt amount bad debt Accounts receivable Air China 54,927,044.11 0.00 54,247,936.00 0.00 Shenzhen Airlines Co., Ltd. 1,849,400.00 92,470.00 1,849,400.00 92,470.00 Air China Cargo Co., Ltd. 0.00 0.00 3,762,274.92 188,113.75 Taikoo (Shandong) Aircraft Engineering Company 11,100.00 555.00 0.00 0.00 Limited Total 56,787,544.11 93,025.00 59,859,610.92 280,583.75 Advances to suppliers Shandong XiangYu Air Technology Co., Ltd. 0.00 0.00 4,511,590.60 0.00 Chengfu FuKai Aircraft Engineering Co., Ltd. 252,000.00 0.00 0.00 0.00 Total 252,000.00 0.00 4,511,590.60 0.00 Other receivables Air China 9,336,264.20 0.00 13,859,769.26 0.00 Shandong Rainbow Commercial Jet Co., Ltd. 109,051,717.65 109,051,717.65 109,051,717.65 109,051,717.65 Shenzhen Airlines Co., Ltd. 55,400.00 2,770.00 0.00 0.00 Total 118,443,381.85 109,054,487.65 122,911,486.91 109,051,717.65 8.6.2 Payables owed to and advances received from related parties Related party C/f B/f Accounts payable Aircraft Maintenance and Engineering Corporation (Ameco Beijing) 1,358,745.52 3,825,794.45 Sichuan International Aero Engine Maintenance Co., Ltd. 9,189,096.07 8,835,970.40 Air China 7,735,879.32 4,363,260.34 Taikoo (Shandong) Aircraft Engineering Company Limited 15,434,555.99 23,072,537.89 Air China Cargo Co., Ltd. 211,086.76 417,427.64 Chengfu FuKai Aircraft Engineering Co., Ltd. 631,044.32 0.00 Shenzhen Airlines Co., Ltd. 3,360.00 0.00 Total 31,191,149.00 43,887,609.70 Notes payable Shandong XiangYu Air Technology Co., Ltd. 100,000.00 0.00 Total 100,000.00 0.00 125 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Related party C/f B/f Other payables Air China 20,000,000.00 20,000,000.00 SDA Group 1,008,583.74 1,967,892.49 Taikoo (Shandong) Aircraft Engineering Company Limited 245,400.00 245,400.00 Shenzhen Airlines Co., Ltd. 1,850,144.00 1,850,144.00 Total 24,063,436.49 23,104,127.74 Note 9 Contingencies No contingency is subject to disclosure as at the reporting date. Note 10 Commitments 10.1 Signifcant commitments 10.1.1 Capital commitment CNY Item C/f B/f Firm contracts not recognised in the financial statements - Commitment to acquire non-current assets 6,381,289,558.12 7,904,420,010.89 Total 6,381,289,558.12 7,904,420,010.89 10.1.2 Operating lease Information of irrevocable operating lease contracts as at the reporting date: CNY Item C/f B/f Minimum lease rental for irrevocable operating lease contracts Within one year from the reporting date 766,080,155.32 597,506,810.00 Within two years from the reporting date 764,243,425.08 552,070,630.00 Within three years from the reporting date 763,137,177.08 535,458,930.00 Subsequent years 3,734,609,417.85 2,474,462,010.00 Total 6,028,070,175.33 4,159,498,380.00 126 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Note 11 Post reporting date events Post reporting date profit appropriation The Proposal for Profit Appropriation for the Year ended 31 December 2012 proposing cash dividend amounting to CNY 4.00 (gross) per 10 shares for the 400 million shares outstanding as at the reporting date which in total amounts to CNY 160 million was approved by the 3rd Meeting of the 5th Term of Board of Directors of the Company held on 15 March 2013; the Proposal was pending the approval of the General Meeting of the Company. Note 12 Other significant events 13.1 Assets and liabilities measured by fair value Current year Cumulative fair Current Item B/f fair value value movement year C/f movement recognised in equity impairment Financial liabilities Derivative financial liabilities 2,145,521.10 5,053,262.49 0.00 0.00 7,198,783.59 Total 2,145,521.10 5,053,262.49 0.00 0.00 7,198,783.59 12.2 Financial assets and liabilities denominated in foreign currency Cumulative fair Current year Current value movement Item B/f fair value year C/f recognised in movement impairment equity Financial liabilities Derivative financial liabilities 2,145,521.10 5,053,262.49 0.00 0.00 7,198,783.59 Total 2,145,521.10 5,053,262.49 0.00 0.00 7,198,783.59 Note 13 Comparatives Certain comparatives have been editted for the pupose of the presentation layout adopted for the current year. 127 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Note 14 Notes to the separate financial statements 14.1 Accounts receivable 14.1.1 Disclosure by category C/f Category Carrying amount Allowance for bad debt Amount % Amount % Accounts receivable of individual significance and subject to individual 137,210,577.33 76.05 0.00 0.00 impairment assessment Accounts receivable subject to impairment assessment by portfolio Portfolio by nature 36,015,985.80 19.96 1,800,778.94 5.00 Subtotal 36,015,985.80 19.96 1,800,778.94 5.00 Accounts receivable of individual insignificance but subject to individual 7,197,683.67 3.99 0.00 0.00 impairment assessment Total 180,424,246.80 100.00 1,800,778.94 1.00 (Continued) B/f Category Carrying amount Allowance for bad debt Amount % Amount % Accounts receivable of individual significance and subject to individual 133,831,501.87 73.71 0.00 0.00 impairment assessment Accounts receivable subject to impairment assessment by portfolio Portfolio by nature 47,744,614.85 26.29 2,387,230.74 5.00 Subtotal 47,744,614.85 26.29 2,387,230.74 5.00 Accounts receivable of individual insignificance but subject to individual 0.00 0.00 0.00 0.00 impairment assessment Total 181,576,116.72 100.00 2,387,230.74 1.31 14.1.2 Disclosure by age C/f B/f Age Amount % Amount % Within 1 year 180,029,268.67 99.78 179,525,464.28 98.87 1 to 2 years 252,427.26 0.14 2,010,369.62 1.11 2 to 3 years 107,775.05 0.06 5,507.00 0.00 128 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) C/f B/f Age Amount % Amount % Over 3 years 34,775.82 0.02 34,775.82 0.02 Total 180,424,246.80 100.00 181,576,116.72 100.00 14.1.3 Allowance for bad debt ① Accounts receivable of individual significance and subject to individual impairment assessment Rate of Allowance for Debtor Carrying amount allowance Reason for allowance bad debt (%) No indication of Air China 54,927,044.11 0.00 0.00 impairment upon individual assessment No indication of BSP-CHINA 43,324,169.71 0.00 0.00 impairment upon individual assessment No indication of Accounting Center of China Aviation 38,959,363.51 0.00 0.00 impairment upon Limited Company individual assessment Total 137,210,577.33 0.00 0.00 ② Accounts receivable subject to impairment assessment by portfolio Allowance by percentage of remaining balance Portfolio Carrying amount Rate of allowance (%) Allowance for bad debt Portfolio by nature 36,015,985.80 5.00 1,800,778.94 Total 36,015,985.80 5.00 1,800,778.94 ③ Accounts receivable of individual insignificance but subject to individual impairment assessment Rate of Allowance for Debtor Carrying amount allowance Reason for allowance bad debt (%) No indication of BSP-TWD 3,610,675.99 0.00 0.00 impairment upon individual assessment No indication of UATP 3,160,389.34 0.00 0.00 impairment upon individual assessment No indication of BSP-JAPAN 426,618.34 0.00 0.00 impairment upon individual assessment Total 7,197,683.67 0.00 0.00 129 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 14.1.4 Accounts receivable owed by investors holding 5% or more of the shares of the Company Investor C/f B/f Carrying amount Allowance for bad debt Carrying amount Allowance for bad debt Air China 54,927,044.11 0.00 54,247,936.00 0.00 Total 54,927,044.11 0.00 54,247,936.00 0.00 14.1.5 Top five accounts receivable Relationship to % of total accounts Debtor Amount Age the Company receivable Air China Related party 54,927,044.11 Within 1 year 30.44 BSP-CHINA Third party 43,324,169.71 Within 1 year 24.01 Accounting Center of China Aviation Third party 38,959,363.51 Within 1 year 21.59 Limited Company China Post, Jinan Third party 5,290,213.09 Within 1 year 2.93 Luoyang Municipal Government Third party 4,444,563.98 Within 1 year 2.46 Total 146,945,354.40 81.43 14.1.6 Related party balances Debtor Relationship to the Company Amount % of total accounts receivable Air China Major investor 54,927,044.11 30.44 Total 54,927,044.11 30.44 14.2 Other receivables 14.2.1 Disclosure by category C/f Category Carrying amount Allowance for bad debt Amount % Amount % Other receivables of individual significance and subject to individual 150,406,280.93 37.25 109,051,717.65 72.50 impairment assessment Other receivables subject to impairment assessment by portfolio Portfolio by nature 154,689,466.21 38.31 7,734,473.31 5.00 Subtotal 154,689,466.21 38.31 7,734,473.31 5.00 130 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) C/f Category Carrying amount Allowance for bad debt Amount % Amount % Other receivables of individual insignificance but subject to individual 98,701,440.00 24.44 0.00 0.00 impairment assessment Total 403,797,187.14 100.00 116,786,190.96 28.92 (Continued) B/f Category Carrying amount Allowance for bad debt Amount % Amount % Other receivables of individual significance and subject to individual 168,048,800.93 53.15 109,051,717.65 64.89 impairment assessment Other receivables subject to impairment assessment by portfolio Portfolio by nature 67,223,638.48 21.26 3,361,181.92 5.00 Subtotal 67,223,638.48 21.26 3,361,181.92 5.00 Other receivables of individual insignificance but subject to individual 80,903,554.97 25.59 0.00 0.00 impairment assessment Total 316,175,994.38 100.00 112,412,899.57 35.55 14.2.2 Disclosure by age C/f B/f Age Amount % Amount % Within 1 year 181,310,421.00 44.90 82,537,201.30 26.10 1 to 2 years 21,442,689.76 5.31 28,090,673.88 8.89 2 to 3 years 15,259,329.67 3.78 7,813,620.80 2.47 Over 3 years 185,784,746.71 46.01 197,734,498.40 62.54 Total 403,797,187.14 100.00 316,175,994.38 100.00 131 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 14.2.3 Allowance for bad debt ① Other receivables of individual significance and subject to individual impairment assessment Allowance for Rate of Debtor Carrying amount Reason for allowance bad debt allowance (%) Impaired collectibility Shandong Rainbow 109,051,717.65 109,051,717.65 100.00 identified upon individual Commercial Jet Co., Ltd. assessment No indication of CBD-leasing Co., Ltd. 41,354,563.28 0.00 0.00 impairment upon individual assessment Total 150,406,280.93 109,051,717.65 72.50 ② Other receivables subject to impairment assessment by portfolio A. Allowance by percentage of remaining balance Portfolio Carrying amount Rate of allowance (%) Allowance for bad debt Portfolio by nature 154,689,466.21 5.00 7,734,473.31 Total 154,689,466.21 5.00 7,734,473.31 ③ Other receivables of individual insignificance but subject to individual impairment assessment Allowance for Rate of Debtor Carrying amount Reason for allowance bad debt allowance (%) No indication of impairment Beijing FuLaiTe Technology 20,123,696.38 0.00 0.00 upon individual Development Co., Ltd. assessment No indication of impairment Debtor #1 17,599,400.00 0.00 0.00 upon individual assessment No indication of impairment Debtor #2 13,185,878.09 0.00 0.00 upon individual assessment No indication of impairment Debtor #3 9,679,670.00 0.00 0.00 upon individual assessment No indication of impairment Air China 9,336,264.20 0.00 0.00 upon individual assessment No indication of impairment Debtor #4 7,073,772.00 0.00 0.00 upon individual assessment No indication of impairment KuaiQian Telephone Payment 7,008,161.00 0.00 0.00 upon individual assessment 132 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Allowance for Rate of Debtor Carrying amount Reason for allowance bad debt allowance (%) No indication of impairment Debtor #5 4,311,853.00 0.00 0.00 upon individual assessment No indication of impairment Debtor #6 3,318,744.00 0.00 0.00 upon individual assessment No indication of impairment Debtor #7 1,743,974.83 0.00 0.00 upon individual assessment No indication of impairment Debtor #8 1,389,095.50 0.00 0.00 upon individual assessment No indication of impairment Debtor #9 1,301,098.50 0.00 0.00 upon individual assessment No indication of impairment HuiFuTianXia Phone Payment 914,177.00 0.00 0.00 upon individual assessment No indication of impairment Debtor #10 628,550.00 0.00 0.00 upon individual assessment No indication of impairment Debtor #11 628,550.00 0.00 0.00 upon individual assessment No indication of impairment Debtor #12 188,565.00 0.00 0.00 upon individual assessment No indication of impairment Debtor #13 169,708.50 0.00 0.00 upon individual assessment No indication of impairment China Merchants Bank Phone 100,282.00 0.00 0.00 upon individual Payment assessment Total 98,701,440.00 0.00 0.00 14.2.4 Other receivables owed by investors holding 5% or more of the shares of the Company C/f B/f Investor Allowance for bad Allowance for bad Carrying amount Carrying amount debt debt Air China 9,336,264.20 0.00 13,859,769.26 0.00 Total 9,336,264.20 0.00 13,859,769.26 0.00 133 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 14.2.5 Top five other receivables Relationship to % of total other Debtor Amount Age the Company receivables Shandong Rainbow Commercial Jet Related party 109,051,717.65 Over 3 years 27.01 Co., Ltd. CBD-leasing Co., Ltd. Third party 41,354,563.28 Over 3 years 10.24 Beijing FuLaiTe Technology Third party 20,123,696.38 Within 1 year 4.98 Development Co., Ltd. Debtor #1 Third party 17,599,400.00 Over 3 years 4.36 Western Airport Group Qinghai Airport Third party 14,840,000.00 Within 1 year 3.68 Co., Ltd. Total 202,969,377.31 50.27 14.2.6 Related party balances % of total other Debtor Relationship to the Company Amount receivables Shandong Rainbow Commercial Jet Associate 109,051,717.65 27.01 Co., Ltd. Qingdao Logistics Wholly owned subsidiary 36,575,091.78 9.06 Air China Major investor 9,336,264.20 2.31 Qingdao Feisheng Wholly owned subsidiary 391,519.60 0.10 Shenzhen Airlines Co., Ltd. Controlled by major investor 55,400.00 0.01 Total 155,409,993.23 38.49 15.2.7 Other receivables denominated in foreign currencies and the relevant rate for translation C/f B/f Currency Currency Exchange CNY Currency Exchange CNY amount rate amount amount rate amount USD 13,821,767.06 6.2855 86,876,716.85 9,003,974.08 6.3009 56,733,140.28 14.3 Long-term equity investments 14.3.1 Disclosure by category Current year Current year Category B/f C/f increase decrease Investment in subsidiaries 106,000,685.43 0.00 0.00 106,000,685.43 Investment in associates 22,500,000.00 0.00 0.00 22,500,000.00 Other equity investments 88,352,100.00 0.00 0.00 88,352,100.00 Less: Impairment allowance 22,500,000.00 0.00 0.00 22,500,000.00 Total 194,352,785.43 0.00 0.00 194,352,785.43 134 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) 14.3.2 Details of long-term equity investments Current Measurement Cost of Investee B/f year C/f method investment movement China Travelsky Technology Co., Ltd. Cost method 6,690,000.00 6,690,000.00 0.00 6,690,000.00 Sichuan Airlines Co., Ltd. Cost method 35,000,000.00 35,000,000.00 0.00 35,000,000.00 Jinan International Airport Co., Ltd. Cost method 46,662,100.00 46,662,100.00 0.00 46,662,100.00 Qingdao Losgistics Cost method 48,323,205.97 48,323,205.97 0.00 48,323,205.97 Qingdao Feisheng Cost method 57,677,479.46 57,677,479.46 0.00 57,677,479.46 Shandong Rainbow Commercial Jet Equity method 22,500,000.00 22,500,000.00 0.00 22,500,000.00 Co., Ltd. Total 216,852,785.43 216,852,785.43 0.00 216,852,785.43 (Continued) Reason for Impairment Shareholdin Voting right disagreement Impairment allowance Cash dividend Investee g between recognised (%) allowance in current year (%) shareholding and in current voting right year China Travelsky Technology 0.45 0.45 In agreement 0.00 0.00 1,565,460.00 Co., Ltd. Sichuan Airlines Co., Ltd. 10.00 10.00 In agreement 0.00 0.00 13,730,000.00 Jinan International Airport 2.53 2.53 In agreement 0.00 0.00 951,906.84 Co., Ltd. Qingdao Losgistics 100.00 100.00 In agreement 0.00 0.00 0.00 Qingdao Feisheng 100.00 100.00 In agreement 0.00 0.00 0.00 Shandong Rainbow 45.00 45.00 In agreement 22,500,000.00 0.00 0.00 Commercial Jet Co., Ltd. Total 22,500,000.00 0.00 16,247,366.84 14.3.3 Details of impairment allowance for long-term equity investments Current year Current year Investee B/f C/f increase decrease Investment in associates Shandong Rainbow Commercial 22,500,000.00 0.00 0.00 22,500,000.00 Jet Co., Ltd. Total 22,500,000.00 0.00 0.00 22,500,000.00 14.4 Revenue and operating costs 14.4.1 General information Category Current year Prior year Principal operating income 10,875,044,743.90 9,542,640,118.55 Other operating income 100,535,873.07 104,109,326.47 135 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Category Current year Prior year Total 10,975,580,616.97 9,646,749,445.02 Principal operating cost 8,566,066,767.30 7,251,657,817.11 Other operating cost 4,478,787.52 6,365,030.93 Total 8,570,545,554.82 7,258,022,848.04 14.4.2 Disclosure by service line Current year Prior year Service line Operating income Operating cost Operating income Operating cost Aero transportation 10,845,887,973.75 8,543,555,576.57 9,516,803,167.77 7,228,626,954.17 Hospitality and catering 22,119,064.02 19,496,643.53 20,712,093.43 18,454,321.51 Training 7,037,706.13 3,014,547.20 5,124,857.35 4,576,541.43 Total 10,875,044,743.90 8,566,066,767.30 9,542,640,118.55 7,251,657,817.11 14.4.3 Operating income from top five customers Year Operating income % of total operating income 2012 701,094,111.08 6.39 2011 739,549,243.01 7.67 14.5 Investment income 15.5.1 Disclosure by category Category Current year Prior year Income from long-term equity investments measured at cost 16,247,366.84 11,841,382.42 Income from holding of financial assets held for trading -1,852,852.05 -3,291,906.49 Total 14,394,514.79 8,549,475.93 14.5.2 Income from long-term equity investments measured at cost Investee Current year Prior year China Travelsky Technology Co., Ltd. 1,565,460.00 1,365,429.42 Sichuan Airlines Co., Ltd. 13,730,000.00 10,000,000.00 Jinan International Airport Co., Ltd. 951,906.84 475,953.00 Total 16,247,366.84 11,841,382.42 14.6 Supplementary information to the statement of cash flows Category Current year Prior year ① Reconciliation of cash flows from operating activities to net profit: Net profit 582,287,775.57 764,692,668.58 Add: Loss on asset impairment 194,946,539.59 196,012,449.21 Depreciation of fixed assets, oil and gas assets, bioogical assets held for 720,279,551.90 663,583,520.35 production 136 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Category Current year Prior year Amortisation of intangible assets 1,399,694.64 899,374.64 Amortisation of deferred charges 45,593,508.02 45,575,668.37 Loss on non-current assets disposal (gain presented by "-" prefix) -53,988.17 -7,721,097.44 Loss on scrap of fixed assets (gain presented by "-" prefix) 6,905,518.55 17,320,987.51 Loss on fair value changes (gain presented by "-" prefix) 5,053,262.49 7,570,558.20 Fianncial costs (gain presented by "-" prefix) 238,341,003.26 91,953,090.03 Investment loss (gain presented by "-" prefix) -14,394,514.79 -8,549,475.93 Decrease of deferred tax assets (increase presented by "-" prefix) -220,886,871.11 -103,658,330.62 Increase of deferred tax liabilities (increase presented by "-" prefix) 0.00 -2,322,711.66 Decrease of inventories (increase presented by "-" prefix) 9,195,192.86 -38,483,530.73 Decrease of operating receivables (increase presented by "-" prefix) -86,813,804.28 -5,550,239.08 Increase of operating payables (decrease presented by "-" prefix) 212,075,973.25 598,979,306.30 Others 0.00 0.00 Net cash flows generated from operating activities 1,693,928,841.78 2,220,302,237.73 ② Significant investing and financing acitivities involve no cash: Debt-to-capital conversion 0.00 0.00 Convertable loan due within one year 0.00 0.00 Fixed assets acquired under financial lease 0.00 267,289,540.06 ③ Movement of cash and cash equivalents: Cash C/f 143,212,750.59 235,921,301.34 Less: Cash B/f 235,921,301.34 143,930,783.00 Add: Cash equivalents C/f 0.00 0.00 Less: Cash equivalents B/f 0.00 0.00 Net increase of cash and cash equivalents -92,708,550.75 91,990,518.34 Note 15 Supplementary information 15.1 Non-recurring profit and loss Category Current year Prior year Gains from disposals of non-current assets after expending impairment -6,848,192.53 -9,599,890.07 provisions Exceeded-authority approved, non-official approved or accidental tax 0.00 0.00 repayment and relief 137 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Category Current year Prior year Government grants recognised through profit or loss for the current reporting period, excluding grants which are closely related to the Company’s 52,137,058.47 21,698,008.50 operating activities and of which the quota or approval is eligible for automatic renewal in accordance with relevant regulations Financial resource usage fees charged on non-financial institution 0.00 0.00 recognised through profit or loss for the current reporting period Gains arising from bargain purchase in business combination and 0.00 0.00 investments in associates and joint ventures Non-monetary asset exchange 0.00 0.00 Consigned investment and asset management 0.00 0.00 Impairment provision resulting from force majeure, eg. natural desasters 0.00 0.00 Reorganisation 0.00 0.00 Reorganisation expenditure 0.00 0.00 Unfair transactions 0.00 0.00 Net profits or losses achieved by an acquired under-common-control 0.00 0.00 entity during the period from the start of the period to the acquisition date Gains or losses arising from contingent events unconnected with the 0.00 0.00 Company’s daily operating activities Fair value changes of tradable financial assets and tradable financial liabilities held and gains or losses arising from disposals of tradable financial assets, tradable financial liabilities and available-for-sale financial assets, -6,906,114.54 -10,862,464.69 excluding hedging contracts relevant to the Company’s daily operating activities Reversal of impairment provision for accounts receivables eligible for 0.00 0.00 individual impairment assessment Gains or losses arising from consigned borrowings 0.00 0.00 Fair value changes of property investments subsequently measured at 0.00 0.00 fair value One-off adjustment of profit or loss for the current reporting period in 0.00 0.00 accordance with tax and accounting laws and regulations Consignment income arising from consigned operations 0.00 0.00 Income and expenses other than items listed above 94,505,753.93 24,964,169.47 Other gains or losses satisfying the definition of extraordinary gains or 0.00 0.00 losses Subtotal 132,888,505.33 26,199,823.21 Less: Impact of income tax 33,224,210.01 6,751,319.93 Less: Impact on non-controlling interest 0.00 -141,224.94 Total 99,664,295.32 19,589,728.22 138 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Note: Positive amounts and negative amounts in non-recurring categories mean income and expense or loss respectively. The Company recognised non-recurring categories of activities in accodance with the Explanatory Announcement regarding Information Disclosure by Publicly Listed Company No. 1 - Non-recurring Profit and Loss (Zhengjianhui Gonggao [2008] No.43). 15.2 Rate of return on net assets and earnings per share Weighted Earnings per share (CNY/share) Profit catetory average rate of RONA Basic EPS Diluted EPS Net profit attributable to ordinary shareholders 26.36% 1.47 1.47 Recurring profit or loss attributable to ordinary shareholders 21.91% 1.23 1.23 15.3 Significant change of major element of the consolidated financial statements 15.3.1 Elements of the consolidated statement of financial position ① Monetary funds amounting to 155,417,742.97 as at the reporting date: 37.38% decrease from last year mainly resulted from cash outflows for investing activities. ② Advances to suppliers amounting to 56,927,205.61 as at the reporting date: 37.68% increase from last year mainly resulted from increase of prepaid aircraft lease rental due to increased number of leased aircrafts. ③ Other receivables amounting to 252,147,802.11 as at the reporting date: 33.30% increase from last year mainly resulted from incrase of air route subsidy receivables and discount on purchase of buyer-furnished equipments receivables. ④ Deferred tax assets amounting to 450,885,311.43 as at the reporting date: 95.69% increase from last year mainly resulted from increase of temporary difference in relation to provision and impairment allowance recognised during the current year. ⑤ Short-term borrowings amounting to 321,378,829.28 as at the reporting date: 58.13% decrease from last year mainly resulted from repayment upon expiry. ⑥ Financial liabilities held for trading amounting to 7,198,783.59 as at the reporting date: 235.53% increase from last year mainly resulted from changes of fair value of interest rate swaps held. ⑦ Notes payable amounting 100,000.00 as at the reporting date: 99.92% decrease from last year mainly resulted from settlement upon expiry. ⑧ Employment benefits payable amounting to 343,703,794.71 as at the reporting date: 30.32% increase from last year mainly resulted from increase in annual bonus. ⑨ Taxes and fees payable amounting to 229,684,478.03 as at the reporting date: 36.61% increase from last year mainly resulted from increase in enterprise income tax due to increase of taxable profit. ⑩ Interests payable amounting to 16,466,095.25 as at the reporting date: 104.59% increase from last 139 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) year mainly resulted from interest on medium-term bonds issued in the period. 15.3.2 Elements of the consolidated statement comprehensive income ① Financial costs amounting to 243,510,475.66 for the period: 183.03% increase from last year mainly resulted from increase in interest and expense and decrease in gain on exchange difference. ② Gains from changes in fair value amounting to -5,053,262.49 for the period: 33.25% decrease from last year mainly resulted from changes of fair value of interest rate swaps held. ③ Investment income amounting to 14,394,514.79 for the period: 68.37% increase from last year mainly resulted from cash dividend declared by investees. ④ Non-operating income amounting to 147,187,472.57 for the period: 164.68% increase from last year mainly resulted from increase in receipts of government assistance and air route subsidy. ⑤ Non-operating expenses amounting to 7,392,852.70 for the period: 60.14% decrease from last year mainly resulted from decrease in loss on non-current asset disposals. 140 Shandong Airlines Co., Ltd. Annual Report 2012 (Full-Text) Section 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 2012; 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 15, 2013 141