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山 航B:2012年年度报告(英文版)2013-03-18  

						             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




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                                                         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.




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                                       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




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                                                          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




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                                                                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




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                                                        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




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                                                         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




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                                                         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

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                                                     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
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                                                              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.


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                                                 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

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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


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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


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                                                 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.


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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


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                                                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


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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:


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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


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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


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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,


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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


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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.



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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


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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.


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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.


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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


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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.


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(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


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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.



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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


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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


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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


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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


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                                               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


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                                                 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


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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


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                                               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


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                                               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

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                                                    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)




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(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)



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                                                      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).




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 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



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                                                        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


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                                                  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.




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 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



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 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



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                                                                             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




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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




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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




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 (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




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 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



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                                                              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

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 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




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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.


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 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




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 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




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 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.


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 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



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 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


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 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




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 (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.




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 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



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                           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

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                                                                                            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



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 (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




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 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

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 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




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 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



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                                                                                                                 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

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 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




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 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




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 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




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 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.




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 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




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(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




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(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




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 (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


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 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

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                              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




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 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.




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 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


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                                                   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




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 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




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                                                                               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




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 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


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                                                     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




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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




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 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


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                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

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                                    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




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                                    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




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 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


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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.




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                   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




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