ANNUAL REPORT 2019 March 2020 Contents Section I Important Notice and Interpretation ............................................................................. 1 Section II Company Profile and Main Financial Indexes ............................................................. 3 Section III Summary of Company Business .................................................................................. 7 Section IV Discussion and Analysis of Operation ......................................................................... 10 Section V Important Events .......................................................................................................... 27 Section VI Changes in shares and particular about shareholders............................................... 41 Section VII Preferred Stock……………………………………………………............................ 47 Section VIII Convertible Bond……………………………………………....................................48 Section IX Particulars about Directors, Supervisors,Senior Executives and Employees .......... 49 Section X Corporate Governance ................................................................................................... 63 Section XI Corporate Bond ............................................................................................................. 72 Section XII Financial Report .......................................................................................................... 73 Section XIII Documents available for reference ......................................................................... 209 Shandong Airlines Co., Ltd. Annual Report 2019 Section I. Important Notice and Interpretation 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. Sun Xiujiang, Principal of the Company, Xu Guojian, person in charge of accounting works and Zhou Shoubin, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2019 Annual Report is authentic, accurate and complete. All directors have attended the Board Meeting for Report Deliberation. Concerning the forward-looking statements with development strategy and business plans involved in the Report, they do not constitute a substantial commitment for the investors. Investors are advised to exercise caution of investment risks. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, Chinese report shall prevail. The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either 1 Shandong Airlines Co., Ltd. Annual Report 2019 Interpretation Items Refers to Contents The Company, Company Refers to Shandong Airlines Co., Ltd. Shandong Aviation Group, the first largest shareholder and Shandong Aviation Refers to controlling shareholder of the Company Air China Refers to Air China Limited, the second largest shareholder of the Company ATK (Available Tonne-Kilometre) Refers to Sum of products of payload and route distance for each segment Sum of products of maximum numbers of seats and route distance ASK Refers to for each segment Sum of products of maximum cargo carrying tonnage and route AFTK Refers to distance for each segment Sum of products of tonnage of transport and route distance for RTK Refers to each segment actually Sum of products of passenger traffic volume and route distance RPK (Revenue Passenger Kilometers) Refers to for each segment actually Sum of products of freight carrying tonnage and route distance for RFTK Refers to each segment actually Integrated carrier rate Refers to RTK/ATK PLF (Passenger Load Factor) Refers to RPK/ASK Freight Rate Refers to RFTK/ AFTK 2 Shandong Airlines Co., Ltd. Annual Report 2019 Section II Company Profile and Main Financial Indexes 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 Company 山东航空 (in Chinese) Foreign name of the Company SHANDONG AIRLINES CO.,LTD. (if applicable) Short form of foreign name of SDA the Company (if applicable) Legal representative Sun Xiujiang 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 www.sda.cn Email zqb@sda.cn II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Dong Qiantang Fan Peng 1/F, Tiangong Office Building, North of 3/F, Tiangong Office Building, North of Red-crowed cranes Hotel, Yaoqiang Red-crowed cranes Hotel, Yaoqiang Contacts add. International Airlines, Licheng District, International Airlines, Licheng District, Jinan, Shandong Jinan, Shandong Tel. 0531-82085939 0531-82085586 Fax. 0531-85698034 0531-85698034 Email dongqt@sda.cn fanp@sda.cn 3 Shandong Airlines Co., Ltd. Annual Report 2019 III. Information disclosure and preparation place In China: China Securities Journal, Securities Times Newspaper appointed for information disclosure overseas: Hong Kong Commercial Daily(H.K.) Website for annual report publish appointed by CSRC http://www.cninfo.com.cn Office of Board (3/F, Tiangong Office Building, North of Red-crowed Preparation place for annual report cranes Hotel, Yaoqiang International Airlines, Licheng District, Jinan, Shandong) IV. Registration changes of the Company Organization code 91370000720721201F Changes of main business since listing (if No change. applicable) Previous changes for controlling No change. shareholders (if applicable) V. Other relevant information CPA engaged by the Company Name of CPA RSM Certified Public Accountants (special general partnership) 901-22 to 901-26, Foreign Economic & Trade Building, Block 1, No. 22, Fuchengmenwai Offices add. for CPA Street, Xichang District, Beijing Signing Accountants Ou Changxian, Guo Yuefeng 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 VI. Main accounting data and financial indexes Whether the Company needs to retroactively adjust or restate the accounting data of previous years □Yes √No Changes over last 2019 2018 2017 year(+,-) Operating income (RMB) 18,990,415,024.88 18,765,953,326.74 1.20% 16,484,713,152.23 Net profit attributable to shareholders of the listed 361,005,776.31 347,379,314.89 3.92% 490,353,408.15 company(RMB) 4 Shandong Airlines Co., Ltd. Annual Report 2019 Net profit attributable to shareholders of the listed company 203,107,863.26 132,549,289.96 53.23% 388,452,214.55 after deducting non-recurring gains and losses(RMB) Net cash flow arising from 2,629,812,252.38 2,450,017,519.48 7.34% 1,870,048,122.23 operating activities(RMB) Basic earnings per share 0.9 0.87 3.45% 1.23 (RMB/Share) Diluted earnings per share 0.9 0.87 3.45% 1.23 (RMB/Share) 0.72 percentage points Weighted average ROE 7.22% 7.94% 12.19% down Changes over end of Year end of 2019 Year end of 2018 Year end of 2017 last year (+,-) Total assets (RMB) 17,392,935,986.48 16,563,979,100.41 5.00% 13,351,422,839.91 Net assets attributable to shareholder of listed company 5,173,519,005.57 4,471,325,978.28 15.70% 4,253,141,013.93 (RMB) VII. 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) The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 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) The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. VIII. Quarterly main financial index In RMB Q1 Q2 Q3 Q4 Operating income 4,634,384,704.82 4,354,683,695.90 5,768,785,082.57 4,232,561,541.59 Net profit attributable to 34,059,084.70 -61,423,090.11 721,449,719.97 -333,079,938.25 shareholders of the listed company 5 Shandong Airlines Co., Ltd. Annual Report 2019 Net profit attributable to shareholders of the listed company 22,988,496.10 -89,019,199.90 660,558,166.44 -391,412,611.70 after deducting non-recurring gains and losses Net cash flow arising from 72,679,453.91 471,397,201.77 1,652,901,573.57 432,834,023.13 operating activities Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the company’s quarterly report and semi-annual report □Yes √ No IX. Items and amounts of non-recurring profit (gains)/loss In RMB Item 2019 2018 2017 Note Gains/losses from the disposal of non-current asset (including the write-off -2,066,959.25 25,187,750.35 -1,370,187.93 that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to 102,684,463.91 210,862,890.39 103,523,912.62 national standards, which are closely relevant to enterprise’s business) Losses/gains from changes of fair values occurred in holding trading financial assets, derivative financial assets, trading financial liabilities and derivative financial liabilities, and investment income obtaining from the disposal of trading financial assets, -207,436.01 3,789,484.18 -3,475,226.10 derivative financial assets, trading financial liability, derivative financial liability and other debt investment, excluded effective hedging business relevant with normal operations of the Company Other non-operating income and expenditure 105,248,418.17 35,762,795.56 34,207,321.92 except for the aforementioned items Other items of profits/losses that qualified 4,954,383.18 10,952,470.45 3,244,554.69 the definition of non-recurring profit/loss Less: impact on income tax 52,714,956.95 71,725,366.00 34,229,181.60 Total 157,897,913.05 214,830,024.93 101,901,193.60 -- In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of non-recurring profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Non-recurring Profit/loss 6 Shandong Airlines Co., Ltd. Annual Report 2019 Section III Summary of Company Business I. Main businesses of the company in the reporting period (i) Main business and business model of the Company The Company is mainly engaged in international and domestic air passenger and cargo transportation business; hotel catering; aircraft maintenance; civil aviation personnel training; insurance agency; airline agency business; ground services related to main business; sales of aviation materials, general merchandise, food, health foods, handicrafts, souvenirs, etc., and retail sales of tobacco; leasing of aviation materials; leasing of premises, rental of houses; business services; hotel accommodation agents and ticket agents; conference services; transport agency services, air cargo storage; and labor services. Among them, international and domestic air passenger and cargo transportation business is the Company's main business. For more than 20 years, the Company has always been giving first priority to “ensure safety, pay close attention to efficiency, and strive to punctuality and quality service”. As of the end of 2019, the Company has 124 airplanes of Boeing B737 series, and striding into the ranks of large airlines. At present, the Company bases its headquarters in Jinan and has branch offices and flight bases in Qingdao, Yantai, Xiamen, Chongqing, Beijing, Urumqi and Guiyang. The Company operates more than 200 domestic, international and regional air routes, every week more than 3,700 flights fly to more than 80 large and medium-sized cities across the country, as well as the regional routes to Taiwan region of China, and the international routes to South Korea, Japan, Thailand, Cambodia and India. (ii) Development status of the industry In 2019, China’s civil aviation industry continued to maintain a stable and safe development trend. The transport in China’s aviation achieving sustained and safe flight for 112 months, a new safety record of 80,680,000 hours and has zero responsibility accident for 17 years and 7 months in air defense safety, the normal rate of flights nationwide reached 81.65%, exceeding 80% for two consecutive years. According to the “Main Production Index Statistics of CAAC in December 2019” published by the Civil Aviation Administration, the RTK of entire industry in 2019 reached 129.32 billion ton-km, an increase of 7.2% on a year-on-year basis; passenger transport volume reached 660 million persons, an increase of 7.9% on a year-on-year basis; cargo and mail transport volume reached 7,532,000 tons, an increase of 2.0% from a year earlier. Data sources: Civil Aviation Industry Development Statistics Bulletin of 2018 The civil aviation industry is a cyclical industry closely related to the macroeconomic cycle, and also has obvious seasonal and regional 7 Shandong Airlines Co., Ltd. Annual Report 2019 characteristics. Affected by holidays and students' winter and summer vacations, the peak season of China's air passenger transport generally occurs in Spring Festival and during the time between July and August. II. Major changes in main assets 1. Major changes in main assets Major assets Note of major changes Equity assets No major changes in the period Fixed assets No major changes in the period Intangible assets No major changes in the period Construction in progress No major changes in the period 2. Main overseas assets □ Applicable √ Not applicable III. Core competence analysis 1. Industry-leading safety management capabilities: The Company has the industry-leading safety management model and safety management level. Excellent safety management capabilities enable the Company to provide passengers with a safer journey, effectively reduce the Company’s operational risk, and shape the Company’s safe brand image. At the same time, under the supervision of “safety first” in the civil aviation industry, the good safety records have also brought opportunities for the Company to take the lead in applying new technologies in the industry and play a leading role in promoting the safety control level in the industry. 2. Excellent resource allocation and organization & executive capacity: The Company operated a total of 124 airplanes of Boeing 737 model, with an average age of 6.2 years. The single Boeing model can help to enhance the bargaining power of the Company in the purchase, the aviation materials and the experience and technology of the crew and maintenance team can also be shared, and various resources can be adjusted and deployed flexibly to maximize the efficiency. The Company has outstanding organization and execution capability, and has man-machine ratio is 87:1, which is far below the industry average. Superior resource allocation and organizational execution capabilities maintain the Company’s industry-leading level in cost control. Besides, the Company has formed a Company-specific management mode through continuous innovation and accumulation and by focusing on safety, efficiency, service and operation. In 2017, the Company won the 17th National Quality Award and became the first and only award-winning aviation Company in the civil aviation industry, which proved the Company's management level and execution efficiency. 3. Incentive and competitive corporate culture brand: By many years of practice, the Company has formed the corporate values of “harmony, safety, innovation, and kindness” and the brand culture of “Honest Shanhang”. Qilu’s Confucianism and Shandong people’s character of “promise keeping and honor credibility” have been integrated into the Company and widely recognized by the Company's employees, which has also formed a resonance with the social mainstream’s recognition to honesty and kindness. Through the promotion of “honest and kind” culture and brand, the Company can better convey the service value to the passengers, gain the trust of customers, constantly enhance the passengers' sense of identity to the Company, and create greater value for the 8 Shandong Airlines Co., Ltd. Annual Report 2019 passengers. According to the passenger complaint rate of airlines published by the Civil Aviation Administration of China, the Company has maintained the lowest for six consecutive years, and the Company has been honored as the airline with the best civil aviation services for six consecutive years. The core competence of the Company has no change in the reporting period. 9 Shandong Airlines Co., Ltd. Annual Report 2019 Section IV Discussion and Analysis of Operation I. Introduction (i) Operation data summary: Item 2019 2018 Changes Transport capacity Available tonnage kilometer (ATK) (10 480063.30 466225.07 2.97% thousand TK) Including: Domestic flight 440168.39 431740.30 1.95% International flight 32325.42 28013.20 15.39% Regional routes 7569.49 6471.57 16.97% Available seat km(ASK) (10 thousand 4481197.35 4392335.51 2.02% PK) Including: Domestic flight 4097117.74 4054896.17 1.04% International flight 313063.28 276479.47 13.23% Regional routes 71016.33 60959.87 16.50% Available freight ton-kilometers 76755.54 70914.87 8.24% (AFTK) (10 thousand TK) Including: Domestic flight 71427.80 66799.65 6.93% International flight 4149.73 3130.04 32.58% Regional routes 1178.02 985.18 19.57% Carrying capacity RTK (RTK)(10 thousand TK) 362809.20 353843.79 2.53% Including: Domestic flight 335661.31 329257.74 1.94% International flight 22777.03 20548.75 10.84% Regional routes 4370.85 4037.30 8.26% Volume of passenger transportation 3765361.44 3685346.96 2.17% (RPK)(10 thousand PK) Including: Domestic flight 3469080.26 3417099.73 1.52% International flight 249643.85 225564.72 10.68% Regional routes 46637.33 42682.51 9.27% Turnover volume of freight 30921.21 28681.18 7.81% transportation (RFTK) ( 10 thousand TK) Including: Domestic flight 29878.91 27785.70 7.53% 10 Shandong Airlines Co., Ltd. Annual Report 2019 International flight 769.61 621.29 23.87% Regional routes 272.69 274.18 -0.54% Volume of passenger traffic (10 2583.76 2546.20 1.48% thousand passengers) Including: Domestic flight 2390.88 2378.42 0.52% International flight 165.61 142.98 15.83% Regional routes 27.27 24.80 9.98% Cargo & mail traffic volume (ton) 182158.12 170130.29 7.07% Including: Domestic flight 175578.69 164637.00 6.65% International flight 4932.34 3837.38 28.53% Regional routes 1647.09 1655.91 -0.53% Load factor Integrated carrier rate (%) 75.58 75.90 -0.32 percentage points Including: Domestic flight 76.26 76.26 -0.01 percentage point s International flight 70.46 73.35 -2.89 percentage point s Regional routes 57.74 62.39 -4.64 percentage point s PLF (%) 84.03 83.90 0.12 percentage points Including: Domestic flight 84.67 84.27 0.4 percentage points International flight 79.74 81.58 -1.84 percentage points Regional routes 65.67 70.02 -4.35 percentage points Freight Rate (%) 40.29 40.44 -0.16 percentage points Including: Domestic flight 41.83 41.60 0.24 percentage points International flight 18.55 19.85 -1.3 percentage points Regional routes 23.15 27.83 -4.68 percentage points Utilization of aircraft on a daily basis 10.08 10.21 -0.13 hours (Daily cycle times per aircraft) (ii) Fleet structure In the Period, totally two B737-8 airplanes are introduced by the Company. Up to 31 December 2019, the Company operates 124 airplanes in total and the fleet distribution below: Model Numbers Average service age (Year) 737-700 3 6.20 11 Shandong Airlines Co., Ltd. Annual Report 2019 737-800 114 737-8 7 (iii) Operation The Company runs a steady and progress operation in 2019, and basically achieve the scheduled targets. ——Safety position is generally stable: In transpiration, we have ensured security flight of 434,200 hours with a 0.01% down from a year earlier; and 206,100 vehicles, a y-o-y growth of 0.14%. The Company has achieved 4 million hours of continuous safe flight, and was awarded the Four-Star Flight Safety Award by Civil Aviation Administration. —— Operation efficiency is consolidated and improved: On-time performance was 85.28%, a 3.64 percentage points up from a year earlier, a 3.63 percentage points above the industry average, ranks No.1 within the industry. Guarantee 110 flights of important tasks smoothly. ——Successful completion of the benefit targets: we completed a RTK of 3628 million TK in the year, and passenger traffic volume came to 25,838,000 person-time, cargo and mail transport volume reached 182,200 tons, an increase of 2.53%, 1.48% and 7.07% on a y-o-y basis respectively; the operation revenue reached 18.99 billion Yuan, an increase of 1.20% from a year earlier; net profit has 361.01 million Yuan, an increase of 3.92% from a year earlier. The passenger load factor (PLF) comes to 84.03%, a 0.12 percentage points up on a y-o-y basis; freight rate goes to 40.29%, a 0.16 percentage points down from a year earlier. ——Steady improvement in service quality: Passenger satisfaction achieved 93.89 scores, risen by 1.19 score on a year-on-year basis; passenger complaint rate was 0.643 times/ 10 thousand person, a 0.049 times/10 thousand person down; the acceptance of passenger complaint rate ranks No. 2 (ranks in order of preference) in main airlines; won the title of “Best Airlines for Civil Aviation Service” for continuous six years; awarded as the “Top 500 Most Valuable Brand in China” for twelve years in a row with brand value up to 51,292 million Yuan, which ranking increased to ninety-eight. The Company mainly carried out the following work: 1. Improve the safety management efficiency to ensure continuous safety The first was to strengthen the implementation of political responsibility to ensure security. Conscientiously implemented the spirit of General Secretary Xi Jinping’s important instructions on civil aviation work, and went all out to do a good job in safety. The second was to continuously improve the safety management system. The safety management organization system was optimized, the safety management responsibility interface was clearer, the collaboration was smoother, and the regional management and control capabilities were enhanced. The third was to strengthen the construction of "three basics". Carried out an investigation on the pilots' technical capabilities, seriously investigated and dealt with the discipline issues of simulator training, improved the qualification management and control mechanism of aircraft maintenance team, and improved the efficiency of regional maintenance support. The fourth was to deepen the prevention and control of security risks. Paid close attention to the key and difficult issues affecting safety quality in recent years, and implemented rolling tracking control. The fifth was to solidly carry out the aviation security work. The company continuously improved the security management system, carried out special work to strictly control the safety order on board, and implemented two rounds of special inspections on security work. We have successfully completed the security work tasks during important periods such as the spring festival transport, the two sessions, and the 70th anniversary of the founding of the People's Republic of China. 2. Inspired the synergy of operation system and maintained the high-level flights normality The first was to continuously optimize the working mechanism of flights normality management. Further implemented the operational management and control responsibilities, and promoted the formation of organizational synergy. Deepened the flight scheduling, adjusted and optimized the coordination mechanism, strengthened the flight early warning management and special rectification. The second was to improve the flights operation decision-making and support capabilities. The construction of the 12 Shandong Airlines Co., Ltd. Annual Report 2019 operation quality management system was vigorously promoted, and the efficiency and application level of statistical analysis of operation data were improved. Improved the effectiveness of AOC collaborative decision-making and effectively controlled operational risks. Improved the meteorological information system and wind control system alarm function, and further improved the accuracy of release control. The rapid transit success rate was 78.50%, reducing the transit time by 1309 hours and reducing flight delays by 11,292 all year round. The third was to focus on the key and difficult points, and pay close attention to promoting and improving. We deepened the supervision and inspection of flight operation guarantees and rolled over the supervision month by month; effectively solved the problems such as the aircraft pre-deicing and the cargo counterweighting of connecting flights. The rectification of the terminals was carried out steadily, and the on-site guarantee quality of relevant terminals was improved. 3. Coordinated the organization's response to risks, and increased revenue and reduced expenditures and achieved results The first was to continuously improve the competitiveness of the airline network. The hub airports’ time resources achieved growth, and the international regions have made breakthroughs in time resources. In response to the impact of the grounding of B737MAX, deployed the transport capacity of outside stations and increased the investment in main base markets, and the control of Jinan and Qingdao was consolidated. The second was to effectively improve the production efficiency. Improved the passenger source matching ability, scientifically grasped the rhythm of transport capacity investment, and improved the level of resource allocation and the operation efficiency. The third was to vigorously improve revenue management capabilities. The efficiency monitoring mechanism of the sales department was improved, and the proportion of disadvantaged flights decreased. We actively created value-added service products such as "business trip" and "Luyan trip" so as to increase the company revenue. The market share of the main base of the freight business was consolidated, and the revenue from the international transit business increased. The fourth was to focus on risks and strengthen cost control. We actively responded to internal and external operating risks, improved resource planning efficiency, implemented rigid budget management, and promoted accurate control to fuel efficiency. 4. Consolidated and improved service quality, and enriched brand image The first was to improve the service quality evaluation index system. In response to the requirements of the Civil Aviation Administration, we actively organized the assessment of the capacity of transport services for the disabled, and comprehensively implemented the information transmission mechanism for late baggage. The second was to comprehensively enrich the online self-service check-in functions. Vigorously implemented "paperless" travel, simplified handling procedures, and the ticket policy complaints decreased significantly, vigorously expanded the transit business around the main base and got good reputation from travelers. The third was to actively participate in the industry service and innovation competition platform. Continued to promote brand carrier innovation, launched the first brand image promotional video and a new generation of air crew uniforms, and built a "Luyan" brand product system covering the complete service chain of open spaces. 5. Consummated the operation management mechanism and improved the comprehensive management level The first was to actively promote deepening reform and optimization of organizational structure. The second was to promote the healthy development of investment enterprises. The third was to steadily advance infrastructure planning and construction. Focusing on the relocation of Jinan Airport, the company carried out the office area demand calculation. Promoted the implementation of the annual infrastructure project, and the major projects of the Qingdao Jiaozhou Airport Base Project were basically completed, laying a foundation for the smooth transition on schedule. II. Main business analysis 1. Introduction See “I. Introduction” in “Discussion and Analysis of Operation”. 13 Shandong Airlines Co., Ltd. Annual Report 2019 2. Revenue and cost (1) Constitute of operation revenue In RMB 2019 2018 Increase/decrease Ratio in operation Ratio in operation Amount Amount y-o-y revenue revenue Total operation 18,990,415,024.88 100% 18,765,953,326.74 100% 1.20% revenue According to industries Air transport service 18,256,980,628.88 96.14% 18,061,328,802.95 96.24% 1.08% Logistics freight 26,690,701.39 0.14% 33,263,512.03 0.18% -19.76% service Hotel & catering 31,610,469.95 0.17% 28,450,577.71 0.15% 11.11% service Training service 4,292,933.20 0.02% 10,786,616.03 0.06% -60.20% Other 670,840,291.46 3.53% 632,123,818.02 3.37% 6.12% According to region Domestic 17,095,651,842.88 90.03% 17,017,475,232.36 90.68% 0.46% International 1,571,151,462.00 8.27% 1,470,564,695.50 7.84% 6.84% Area 323,611,720.00 1.70% 277,913,398.88 1.48% 16.44% (2) The industries, products, or regions accounting for over 10% of the company’s operating income or operating profit In RMB Increase/decrease Increase/decrease Increase/decrease Operating Operating cost Gross profit ratio of operating of operating cost of gross profit revenue revenue y-o-y y-o-y ratio y-o-y According to industries Air transport 18,256,980,628.8 17,117,404,201.3 0.92 percentage 6.24% 1.08% 0.10% service 8 4 points up According to region 17,095,651,842.8 15,137,245,443.1 1.8 percentage Domestic 11.46% 0.46% -1.53% 8 5 points up 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 14 Shandong Airlines Co., Ltd. Annual Report 2019 (3) Whether income from physical sales larger than income from labors or not □Yes √ No (4) Fulfillment of the company’s signed significant sales contracts up to this reporting period □ Applicable √ Not applicable (5) Constitute of operation cost Product category In RMB 2019 2018 Y-o-y Product category Item Ratio in operation Ratio in operation Amount Amount changes(+,-) cost cost Aviation fuel 5,195,698,126.98 30.35% 5,507,763,854.47 32.21% -5.67% consumption Take-off & 2,535,562,544.63 14.81% 2,428,274,376.50 14.20% 4.42% landing fees Employee’s 2,223,185,474.51 12.99% 2,164,044,524.74 12.65% 2.73% Air transport salary service Depreciation of aircraft and 853,476,817.73 4.99% 776,867,612.90 4.54% 9.86% engine Other 6,309,481,237.49 36.86% 6,223,435,646.60 36.40% 1.38% 17,117,404,201.3 17,100,386,015.2 Total 100.00% 100.00% 0.10% 4 1 Employee’s 22,799,253.36 68.72% 20,431,364.77 80.08% 11.59% salary Logistics freight service Other 10,376,450.44 31.28% 5,083,697.87 19.92% 104.11% Total 33,175,703.80 100.00% 25,515,062.64 100.00% 30.02% Raw materials 15,801,094.38 63.63% 11,993,209.08 57.74% 31.75% Employee’s Hotel & catering 5,973,882.71 24.06% 5,982,980.07 28.80% -0.15% salary service Other 3,056,748.68 12.31% 2,795,158.66 13.46% 9.36% Total 24,831,725.77 100.00% 20,771,347.81 100.00% 19.55% Depreciation 4,080,459.72 23.34% 3,818,221.06 20.13% 6.87% Training service Other 13,401,825.79 76.66% 15,146,521.71 79.87% -11.52% Total 17,482,285.51 100.00% 18,964,742.77 100.00% -7.82% 15 Shandong Airlines Co., Ltd. Annual Report 2019 (6) Whether has any changes in consolidation scope during the reporting period □Yes √No (7)Major changes or adjustment in business, product or service of the Company in Reporting Period □ Applicable √ Not applicable (8) Major sales and main suppliers Major sales of the Company Total top five clients in sales (RMB) 265,358,494.41 Proportion in total annual sales volume for top five clients 1.28% Ratio of related parties in annual total sales among the top 0.00% five clients Information of top five clients of the Company Serial Name Sales (RMB) Proportion in total annual sales 1 Unit 1 80,357,904.00 0.39% 2 Unit 2 59,070,434.84 0.28% 3 Unit 3 56,337,855.09 0.27% 4 Unit 4 40,650,000.00 0.20% 5 Unit 5 28,942,300.48 0.14% Total -- 265,358,494.41 1.28% Other explanation on main clients □Applicable √Not applicable Main suppliers of the Company Total purchase amount from top five suppliers (RMB) 3,676,158,917.74 Proportion in total annual purchase amount for top five 31.94% suppliers Ratio of related parties in annual total sales among the top 0.00% five suppliers Information of top five suppliers of the Company Serial Name Purchases (RMB) Proportion in total annual purchase 1 Unit 1 1,588,298,628.20 13.80% 2 Unit 2 796,526,086.32 6.92% 3 Unit 3 685,392,013.17 5.96% 16 Shandong Airlines Co., Ltd. Annual Report 2019 4 Unit 4 322,390,709.96 2.80% 5 Unit 5 283,551,480.09 2.46% Total -- 3,676,158,917.74 31.94% Other explanation on main suppliers □Applicable √Not applicable 3. Expense In RMB 2019 2018 Y-o-y changes Note No major changes in the reporting Sales expense 851,783,078.83 848,039,181.63 0.44% period No major changes in the reporting Administration expense 482,684,059.23 428,763,602.19 12.58% period No major changes in the reporting Financial expense 148,007,589.73 122,848,912.84 20.48% period No major changes in the reporting R& D expense 22,442,549.67 20,646,996.66 8.70% period 4. R&D investment In 2019, the company continued to develop the second phase of the daily monitoring and management system for flight quality around flight safety, and won the third prize in the Science and Technology Awards of China Air Transport Association, and got praise in the industry. The research and development of portable electronic flight bags based on operational quality has improved the efficiency of operation support, integrated the concept of green, low-carbon, and circular development into the development and operation of the enterprise, it had the honor to win a prize in the Energy Saving and Consumption Reduction Support Project of Jinan High-Tech Zone in 2019, focused on passenger services to make research and development on LuYan trip, irregular flight notifications, major customer travel and other systems, integrated internal and external high-quality resources of the company, created comprehensive and personalized value-added service products, optimized passenger travel experience, established a good brand image, and made data run more and users run less. R&D investment of the Company 2019 2018 Changes in ratio Number of R&D personnel 150 125 20.00% (Person) R&D personnel ratio 1.29% 1.14% 0.15 percentage points up Amount invested for R&D 22,442,549.67 20,646,996.66 8.70% ( RMB) Ratio of the R&D investment in 0.12% 0.11% 0.01 percentage points up operation revenue 17 Shandong Airlines Co., Ltd. Annual Report 2019 Capitalization of R&D (RMB) 0.00 0.00 0.00% Ratio of the capitalized R&D 0.00% 0.00% 0.00% investment in R&D investment The reason of great changes in the proportion of total R&D investment accounted for operation income than last year □ Applicable √ Not applicable Reason for the great change in R&D investment capitalization rate and rational description □ Applicable √ Not applicable 5. Cash flow In RMB Item 2019 2018 Y-o-y changes (+,-) Subtotal of cash in-flow from 21,010,686,546.04 21,419,256,298.82 -1.91% operation activity Subtotal of cash out-flow from 18,380,874,293.66 18,969,238,779.34 -3.10% operation activity Net cash flow from operation 2,629,812,252.38 2,450,017,519.48 7.34% activity Subtotal of cash in-flow from 12,377,704.47 77,296,660.75 -83.99% investment activity Subtotal of cash out-flow from 1,909,718,530.25 4,196,673,895.05 -54.49% investment activity Net cash flow from investment -1,897,340,825.78 -4,119,377,234.30 -53.94% activity Subtotal of cash in-flow from 1,385,464,436.83 3,327,657,028.06 -58.37% financing activity Subtotal of cash out-flow from 2,365,798,150.93 1,410,676,604.40 67.71% financing activity Net cash flow from financing -980,333,714.10 1,916,980,423.66 -151.14% activity Net increased amount of cash -241,999,038.40 297,275,183.79 -181.41% and cash equivalent Explain the main influencing factors of significant changes in relevant data on a y-o-y basis Item Jan.- Dec. of Jan.- Dec. of Changes +,- Reason for changes 2019 2018 Other cash received concerning The airline subsidies received in the year 226,860,833.30 451,507,473.74 -49.75% operating activities decreased over that of last year 18 Shandong Airlines Co., Ltd. Annual Report 2019 Cash received from investment The bonus for year of 2018 received from income 6,284,357.21 17,934,220.07 -64.96% Sichuan Airlines received in the year declined from a year earlier Net cash received from disposal of Two CRJ-700 airplanes assets are disposed fixed, intangible assets and other 6,084,030.35 59,270,834.82 -89.74% last year long-term assets Other cash received concerning The actual delivery earnings of trading investing activities 9,316.91 91,605.86 -89.83% financial assets held in the year decreased compared with the previous year Cash paid for purchasing fixed The progress payment for aircraft purchase assets, intangible assets and other 1,909,607,697.75 4,196,183,599.83 -54.49% decreased over last year long-term assets Cash received from loans The loans received from financing activities 890,000,000.00 1,784,385,239.67 -50.12% in the year decreased Other cash received concerning The original amount for purchase right of financing activities 495,464,436.83 1,543,271,788.39 -67.90% the aircraft received in the year is less than that of last year Cash paid for debt payment The loans paid in the year increased over 1,824,791,031.88 965,762,682.37 88.95% that of last year Other cash paid concerning The rental of financing lease for aircraft paid 367,299,836.44 273,646,123.68 34.22% financing activities in the year increased from a year earlier Impact on cash and cash equivalent Exchange rate of RMB against foreign 5,863,249.10 49,654,474.95 -88.19% from changes of exchange rate currency changed Explain the reason for the material difference between net cash flow generated from operating activities in the period and current net profit □Applicable √Not applicable III. Analysis of the non-main business □Applicable √Not applicable IV. Assets and liability 1. Major changes of assets composition In RMB Year end of 2019 Year begin of 2019 Notes of major Ratio in Ratio in total Ratio changes Amount Amount changes total assets assets 1.49 percentage Monetary fund 598,961,065.69 3.44% 840,960,104.09 4.93% points down 19 Shandong Airlines Co., Ltd. Annual Report 2019 Account 0.20 percentage 456,758,290.60 2.63% 413,726,456.71 2.43% receivable points up 0.01 percentage Inventory 109,435,256.69 0.63% 105,625,519.42 0.62% points up 3.26 percentage Fixed assets 7,362,687,431.80 42.33% 7,770,750,794.37 45.59% points down Construction in 3.39 percentage 5,479,071,703.01 31.50% 4,790,300,972.13 28.11% progress points up Parts of the 1.67 percentage Short-term loans 300,329,083.33 1.73% 580,000,000.00 3.40% short-term loans paid points down in the year Principal of the US 6.41 percentage dollar loans are Long-term loans 808,001,382.82 4.65% 1,885,556,557.83 11.06% points down partially paid in the year Increase the bank acceptance bill 2.32 percentage Note payable 402,996,891.30 2.32% payable and trade points up acceptance in the year The amount last year 0.62 percentage including the balance Taxes payable 149,437,183.71 0.86% 1.48% 252,717,258.87 points down of enterprise income tax for Q3 and Q4 Non-current The long-term loans 2.42 percentage liability due 885,299,947.83 5.09% 455,840,675.34 2.67% due within one year points up within one year increased The Company implemented the Deferred income 0.30 percentage 232,789,494.25 1.34% 176,647,782.90 1.04% one-time additional tax liability points up deduction policy for fixed assets 2. Assets and liability measure by fair value In RMB Accumulative Gains/losses changes in Impairment Amount Opening Other Closing Item of changes in fair value accrual in this purchased in Sale amount amount change amount fair value reckoned into period this period equity 20 Shandong Airlines Co., Ltd. Annual Report 2019 Financial assets 1.Trading financial assets (derivative 90,488.17 -90,488.17 0.00 financial assets excluded) 4.Other equity 790,158,061.1 84,570,572.2 786,376,533. 874,728,633 instrument 0 2 32 .32 investment Subtotal of 790,248,549.2 84,480,084.0 786,376,533. 874,728,633 financial 7 5 32 .32 assets The above 790,248,549.2 84,480,084.0 786,376,533. 874,728,633 total 7 5 32 .32 Financial 0.00 126,264.75 126,264.75 liability Whether there have major changes on measurement attributes for main assets of the Company in report period or not □ Yes √No 3. Assets right restriction till end of reporting period Nil V. Investment 1. Overall situation □ Applicable √ Not applicable 2. The major equity investment obtained in reporting Period □ Applicable √ Not applicable 3. The major non-equity investment doing in Reporting Period □ Applicable √ Not applicable 21 Shandong Airlines Co., Ltd. Annual Report 2019 4. Financial assets investment (1) Security investment The Company does not have security investment in the period (2) Derivative investment The Company does not have derivative investment in the period 5. Application of raised proceeds The company had no application of raised proceeds in the reporting period. VI. Sales of major assets and equity 1. Sales of major assets The Company had no sales of major assets in the reporting period. 2. Sales of major equity □ Applicable √ Not applicable VII. Analysis of main holding company and stock-jointly companies Main subsidiary of the Company and stock-jointly enterprise with over 10% impact on net profit In RMB Company Register Operating Operating Type Main business Total assets Net assets Net profit name capital revenue profit Agency service of land service for the Shandong air cargo station, Airlines Subsidiar 30,000,000.0 94,048,764.0 74,495,853.4 48,681,609.2 storage of goods 5,673,255.52 4,244,934.19 Logistic Co., y 0 1 1 1 and ground Ltd. distribution service etc. 22 Shandong Airlines Co., Ltd. Annual Report 2019 Qingdao Feisheng International Aviation Subsidiar 51,545,500.0 67,766,522.4 67,661,561.1 -1,942,686.3 -1,957,745.5 Pilot training 2,613,220.77 Technology y 0 8 4 5 5 Development Training Co., Ltd. Shandong Air food Jinping Air Subsidiar 54,468,421.4 35,864,728.6 57,609,777.5 supplying, catering 5,094,545.00 8,103,176.73 7,664,210.01 Food Co., y 1 7 5 service Ltd. Souvenir Shandong processing; Airline Subsidiar production and 33,374,543.1 27,028,248.6 40,871,395.1 Qingdao 3,380,000.00 5,768,207.09 3,710,927.26 y processing of the 6 0 1 Food Co., air foods and Ltd. delivery service Shandong Rainbow Stock-joi 50,000,000.0 -165,933,676 Corporate ntly Air transport 1,824,493.53 -7,643.46 0 .34 Aircraft Co., enterprise Ltd. Particular about subsidiaries obtained or disposed in report period □ Applicable √ Not applicable VIII. Structured vehicle controlled by the Company □ Applicable √ Not applicable IX. Prospect for future development of the Company (i) Industry structure and trend At present, China's air transport industry has formed a competitive landscape in which Air China, China Eastern Airlines, China Southern Airlines and Hainan Airlines which are subordinate to the four major aviation groups, and local airlines, private airlines, and foreign airlines coexist. The four major aviation groups have occupied a relatively large share of the domestic air passenger and cargo transportation market, while other regional airlines and characteristic airlines have strong market competitiveness in their focused market segments. According to the Civil Aviation Industry Development Statistics Bulletin of 2018, by the end of 2018, China had a total of 60 transport airlines, an increase of two airlines over the previous year, there were 45 state-owned holding companies and 15 private and private holding companies by different types of ownership; there were 9 cargo airlines, 10 Sino-foreign joint venture airlines, and 8 listed companies among all transport airlines. 23 Shandong Airlines Co., Ltd. Annual Report 2019 The development trend of the civil aviation industry increasingly shows eight obvious characteristics: the first is fierce competition: the newly-established airlines have increased, the existing company's capacity has increased, and the airspace reform has been slow, which have intensified the industry competition. The second is the networking of high-speed rail has increased the impact on civil aviation. The third is the domesticalization of international competition, foreign airlines have entered the domestic market, domestic companies have international development, and the market has overlapping competition. The fourth is the popularity of passengers, the proportion of official and business travelers has decreased, and the passengers for traveling and visiting have increased greatly. The fifth is the decreasing price of air tickets: the supply and demand situation and changes in passenger structure lead to lower prices, and the industry has entered a meager profit era. The sixth is the cost rigidity: the cost of major items such as aircraft and labor has increased rigidly. The seventh is the electronization of sales: the rapid popularization of mobile internet technology applications has made fundamental changes in sales patterns. The eighth is the channel obfuscation: under the e-commerce model, the source of passengers has been obscured and higher requirements have been made to the precision marketing. (ii) The Company’s development strategy 1. Vision, Mission, Values Vision of the company – “customer preference, value leading, harmony and peace” Mission of the company – “set up air bridges, enhance customer value, and serve social development" Values of the company – “harmony, peace, innovation, kindness" 2. The 13th Five-Year Plan strategy Adhere to “five unswervingly”: unswervingly adhere to the stable operation, grasp the relationship between scale and efficiency, speed and quality, and master the relationship between main business and auxiliary business; unswervingly adhere to the structural optimization, continue to optimize the fleet structure, route structure, manpower structure, asset structure and capital structure, promote the scientific allocation of resources and the efficient use of resources; unswervingly adhere to the ability enhancement, based on the scale operation needs, improve the operation guarantee capabilities, sustained profitability, risk prevention capabilities and control capacity of various levels, and promote the continuous improvement of operation and management; unswervingly adhere to the innovation and development, vigorously implement the concept innovation, institutional innovation, technological innovation, and product innovation, further stimulate the vitality of organizations by innovation-driven factors, improve the labor productivity, and promote enterprises’ connotative and intensive development; unswervingly adhere to the normative management, resolutely implement the new ideas and concepts of the Party Central Committee to manage and govern the country, take the initiative to adapt to the new normal of economic development, adhere to the scientific development, and persist in administering the enterprise according to the law. Take security control as the base, innovative mechanisms as the core, e-commerce operations, service improvement and cost control as the guide, and passionate organizational culture as the guarantee to build the competitiveness for Shandong Airlines' future development. (iii) Business plan The Company has determined that the work ideas for 2020 are adhering to the guidance of socialism with Chinese characteristics in Xi Jinping's new era, thoroughly implementing the spirit of the party’s 19 th National Congress, the spirit of the 2nd, 3rd , and 4th Plenary Sessions of the 19th Central Committee and the spirit of important instructions of General Secretary Xi Jinping to civil aviation, insisting on the general tone of steady progress, adhering to the main line of structural reform on the supply side, continuing to consolidate the foundation for safe operation, vigorously promoting the construction of governance system and governance 24 Shandong Airlines Co., Ltd. Annual Report 2019 capacity, and continuing to improve the quality, efficiency and effectiveness of development, and achieving a satisfactory ending of the Thirteenth Five-Year Plan, consolidating and opening up a new situation of high-quality development. The following specific tasks should be done well. 1. Focus on tackling difficulties for system management and control, and ensure continuous safety. 2. Strengthen organizational coordination and efficiency control, and consolidate the regularity level of flights. 3. Increase resources acquisition and allocation, and deepen the effectiveness of income increase and cost reduction. 4. Intensify bench marking improvement and innovation upgrade, and continue to create service brands. 5. Intensify reform and innovation, and improve the comprehensive management level. (iv) Possible risks 1. The risk of macroeconomic fluctuations The prosperity of civil aviation industry is closely related to the domestic and international macroeconomic development. The macroeconomic prosperity directly affects the development of economic activities, the disposable income of residents and the increase or decrease of import and export trade volume, and thus affects the demand for air passenger transport and air cargo transport. 2. Competition risk With the gradual opening of the domestic civil aviation market, the competition among the four major aviation groups, foreign airlines, and small and medium-sized airlines in terms of scale, flight schedules, prices, and services has become increasingly fierce, the contradiction between the expansion of the industry's fleet and the lack of market resources needs to be digested, which poses greater challenges to the company's business model and management level. 3. The risk of aviation oil price fluctuations The aviation oil cost is the company's most important cost expenditure. The fluctuations in the international crude oil price and the adjustment to the domestic aviation oil price of the National Development and Reform Commission will have a greater impact on the company’s profitability. 4. The risk of exchange rate fluctuations The debt structure of the company is mainly in U.S. dollars, and the aircraft rents, aircraft maintenance, and other major costs are mainly paid in U.S. dollars, the RMB devaluation shall increase the company's costs and exchange losses. 5. Other force majeure risks The external environment has a great influence on the civil aviation transportation, the natural disasters, sudden public health incidents, terrorist attacks and political turmoil will affect the normal operations of airlines and then will adversely affect the company’s production and operations. X. Reception of research, communication and interview 1. In the report period, reception of research, communication and interview Time Way Type Basic situation index of investigation Reception of news media, legal person’s shareholders and individual investor, 2019-06-27 Field research Other operation of the Company and annual report required 25 Shandong Airlines Co., Ltd. Annual Report 2019 Reception of news media, legal person’s shareholders and individual investor, 2019-11-28 Field research Other operation of the Company and annual report required Reception (times) 2 Number of hospitality 0 Number of individual reception 0 Number of other reception 2 Disclosed, released or let out major undisclosed No information 26 Shandong Airlines Co., Ltd. Annual Report 2019 Section V. Important Events I. Profit distribution plan of common stock and capitalizing of common reserves plan Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during the Reporting Period 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. The bonus distribution plan for year of 2018 was approved in 2018 Annual General Meeting dated 27 June 2019, that is, based on total stock issued 400,000,000 shares, distributed 2.0 Yuan (tax included) bonus in cash for every 10-share hold by all shareholders. Total dividend of 80 million Yuan, and completed on 16 August 2019. Specific statement of cash bonus policy Whether or not it corresponds to regulation of Article of Y Association or requirement of AGM: Whether or not the bonus standards and ratio are clear and Y well-defined: Whether or not relevant decision-making procedures and Y mechanism are perfect: Whether or not independent directors fulfill their duties and play Y corresponding roles: Whether or not minority shareholders have opportunity to express their views and demands, legal interest of minority has Y been protected or not: As for the cash bonus policy adjusted or changed, conditions and Not applicable procedures whether exercise regulated and transparency or not: Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years (including the reporting period) 2017: distributed 2.5 Yuan (tax included) bonus for every 10 shares in cash based on total stock issued 400,000,000 shares ended as 31 December 2017; 2018: distributed 2.0 Yuan (tax included) bonus for every 10 shares in cash based on total stock issued 400,000,000 shares ended as 31 December 2018; 2019: The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either Cash dividend of common stock in latest three years (including the reporting period) In RMB 27 Shandong Airlines Co., Ltd. Annual Report 2019 Ratio of the Ratio of the Ratio of the total cash Net profit cash bonus by cash bonus in bonus (other attributable to other ways in net profit ways included) common stock Proportion for net profit attributable to Total cash in net profit Amount for shareholders of cash bonus by attributable to Year for bonus common stock bonus attributable to cash bonus (tax listed company other ways(i.e. common stock shares shareholders of (including common stock included) in share shareholders of listed company other ways) shareholders of consolidation buy-backs) listed company contained in listed company statement for contained in consolidation contained in bonus year consolidation statement consolidation statement statement 2019 0.00 361,005,776.31 0.00% 0.00 0.00% 0.00 0.00% 2018 80,000,000.00 347,379,314.89 23.03% 0.00 0.00% 80,000,000.00 23.03% 2017 100,000,000.00 490,353,408.15 20.39% 0.00 0.00% 100,000,000.00 20.39% The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent company is positive but no plan of cash dividend proposed of common stock The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent Purpose of use of the retained profit and utilization plan company is positive, and reasons for no plan of cash dividend proposed of common stock In consideration of the company's production and operation conditions in the future under the influence of the novel coronavirus pneumonia epidemics, in order to ensure the stability Guarantee a stable cash flow of the Company and meet the stable of the company's cash flow and the long-term development, it is needs of normal production and operation of the Company proposed that no cash dividends will be distributed, no bonus shares will be distributed, and the capital reserve will not be converted into equity. II. Profit distribution plan and capitalizing of common reserves plan for the Period The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either III. Implementation of commitment 1. Commitments completed in Period and those without completed till end of the Period from actual controller, shareholders, related parties, purchaser and companies Commitmen Commitment Commitment Implementatio Commitments Type Contents t party time period n Share reform commitment 28 Shandong Airlines Co., Ltd. Annual Report 2019 In February 2004, China National Aviation Holding Company (CNAHC) entered into an equity transfer agreement with SDA , that Commitment of is promise “to avoiding horizontal horizontal Commitments in competition with the Company competition, Strictly report of through reasonable business Long-term Air China related 6 Dec. 2004 implement acquisition or arrangement”; in December, being effective transaction and timely equity change approved, the equity assignee was capital replaced by Air China, and all occupying rights and obligations under the agreement was transfer to Air China as the party who implemented the commitments Commitments in assets reorganization Commitment of Controlling horizontal shareholder—Shandong Aviation Commitments Shandong competition, Group provide a commitment letter Strictly make in initial Long-term Aviation related of avoiding horizontal competition 12 Sept. 2000 implement public offering effective Group transaction and to the Company in year of 2000 timely or re-financing capital when the Company initial public occupying offering shares Equity incentive commitment Other commitment for minority shareholders of the Company Completed commitments on Y time (Y/N) 2. Concerning assets or project of the Company, which has profit forecast, and reporting period still in forecasting period, explain reasons of reaching the original profit forecast □ Applicable √ Not applicable IV. Non-operational fund occupation from controlling shareholders and its related party No non-operational fund occupation from controlling shareholders and its related party in period. 29 Shandong Airlines Co., Ltd. Annual Report 2019 V. Explanation from Board of Directors, Supervisory Committee and Independent Directors (if applicable) for “Qualified Opinion” that issued by CPA □ Applicable √ Not applicable VI. Particulars about the changes in aspect of accounting policy, estimates and calculation method compared with the financial report of last year The Proposal on Accounting policy Changes was deliberated and approved by 4 th session of 6th BOD held on 21 March 2019. Change of the accounting policy as: The Notice on Revising and Printing the Format of Financial Statements for General Enterprise in 2018 [Cai Kuai(2018) No.15] was issued by the Ministry of Finance on 15 June 2018, financial statement’s format for general enterprise are being revised. The revised Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments [Cai Kuai(2017) No.7], Accounting Standards for Business Enterprises No. 23 - Transfer of Financial Assets [Cai Kuai(2017) No.8], Accounting Standards for Business Enterprises No. 24 - Hedge Accounting [Cai Kuai(2017) No.9], and the Accounting Standards for Business Enterprises No. 37 – Financial Instruments Presentation [Cai Kuai(2017) No.14] issued by Ministry of Finance in 2017 are required all the enterprise listed in China should implemented the new financial instrument standards since 1 Jan. 2019. The Company prepared the financial statement for the year of 2018 and beyond according to the relevant requirement of Notice on Revising and Printing the Format of Financial Statements for General Enterprise in 2018 issued by Ministry of Finance and implemented the new financial instrument standards. For the rest unchanged parts, the specific accounting standards, application guide of accounting standards, the interpretation announcement of accounting standards for business enterprise and relevant regulations issued by the Ministry of Finance in the early stage shall still be implemented. VII. Major accounting errors within reporting period that needs retrospective restatement No major accounting errors within reporting period that needs retrospective restatement for the Company in the period. VIII. Compare with last year’s financial report; explain changes in consolidation statement’ s scope No changes in consolidation statement scope in the reporting period IX. Appointment and non-reappointment (dismissal) of CPA The accounting firms currently engaged Name of domestic accounting firm RSM Certified Public Accountants (special general partnership) Remuneration for domestic accounting firm (in 10 thousand 110 Yuan) Continuous life of auditing service for domestic accounting firm 1 Name of domestic CPA Ou Changxian, Guo Yuefeng Continuous life of auditing service for domestic CPA 4 Whether re-appointed accounting firms in this period or not 30 Shandong Airlines Co., Ltd. Annual Report 2019 √Yes □No Whether re-appointed accounting firms in period of auditing or not □Yes √No Whether re-appointed accounting firms has approval procedures or not √Yes □No Explain on the re-appointment and change of CPA The Proposal on Changing the CPA was deliberated and approved by the first extraordinary shareholders general meeting of 2019 held on 28 Nov. 2019, the RSM Certified Public Accountants (special general partnership) was appointed as the auditing organ of the Company for year of 2019. Appointment of internal control auditing accounting firm, financial consultant or sponsor Take consistency into consideration, the Company also engaged RSM Certified Public Accountants (special general partnership) as the audit institution for internal control for year of 2019, and auditing efficiency of internal control and issued the audit report of internal control of 2019 for the Company. The auditing charge for internal control was RMB 0.45 million. X. Particular about suspension of listing and terminate listing of stocks after annual report disclosed □ Applicable √ Not applicable XI. Bankruptcy reorganization No bankruptcy reorganization for the Company in reporting period XII. Major litigation and arbitration of the Company No major litigation and arbitration occurred in the reporting period XIII. Penalty and rectification No penalty and rectification for the Company in reporting period. XIV Integrity of the company and its controlling shareholders and actual controllers Four pilots of the Company, Zhang Lingrui, Liu Wenbo, Liu Yuan and Shen Chao, applied for resignation, and caused labor disputes with the company. After the trial of Beijing Shunyi District People's Court and Beijing No. 3 Intermediate People's Court, the relevant cases have entered the execution stage of Beijing Shunyi District People's Court. The pilot's occupation is special, it needs long-term professional training, flight skill keeping and promotion training, and it needs to pay a huge amount of training fees to cultivate a pilot, the airline devotes a lot of efforts and resources to each pilot's training. Therefore, after the court’s decision to terminate the labor relations came into effect, the company actively took the initiative to consult with the next airlines to negotiate the compensation for training costs. However, due to the low price of the other party, no agreement was reached. They were listed as the untrustworthy person subject to enforcement by the Beijing Shunyi District People's Court on June 24, 31 Shandong Airlines Co., Ltd. Annual Report 2019 2019 as they didn’t conduct the transfer procedures for the relevant technical files and licenses. At present, the company has reached agreements with four pilots and part of potential airlines on compensation for training expenses, and has reached implementation settlement agreement with the four pilots. The People's Court of Shunyi District of Beijing has removed the company from the list of dishonest person subject to enforcement. XV. Implementation of the company’s stock incentive plan, employee stock ownership plan or other employee incentives During the reporting period, the company has no stock incentive plan, employee stock ownership plan or other employee incentives that have not been implemented. XVI. Material related party transactions 1. Related party transaction with daily operation concerned Approv Proporti Whethe Market ed Trading on in the r to price of transacti Means Index Related Pricing amount amount exceed similar Date of Relation Dealing on of of transactio Type Content principl (in 10 of the the transacti disclosu ship price amount paymen disclos n parties e thousan same approve on re (in 10 ts ure d Yuan) transacti d availabl thousan on amount e d Yuan) Subsidia Income Sales of ry of the from goods/o Settlem first sales of Market 397,469 397,469 2019-03 2019-0 STAECO ffering 39.75 1.84% 50 N ent in largest aviation price .80 .80 -23 4 labor cash sharehol material service der s Shandong Xiangyu Subsidia Income Sales of Aeronauti ry of the from goods/o Settlem cal first sales of Market 779,378 779,378 2019-03 2019-0 ffering 77.94 6.08% 80 N ent in Technolo largest aviation price .54 .54 -23 4 labor cash gy sharehol material service Service der s Co., Ltd. 32 Shandong Airlines Co., Ltd. Annual Report 2019 Shandong Subsidia Warehou Sales of Airlines ry of the sing fee goods/o Settlem Rainbow first income/ Market 403,735 403,735 2019-03 2019-0 ffering 40.37 8.55% 50 N ent in Automobi largest Property price .11 .11 -23 4 labor cash le Service sharehol fee service Co., Ltd der income Sub-sub Shandong sidiary Sales of Media Airlines of the goods/o Settlem resource Market 9,888,4 9,888,4 2019-03 2019-0 Xinzhiha first ffering 988.85 0.36% 1,600 N ent in usage price 89.00 89.00 -23 4 ng Media largest labor cash fee Co., Ltd. sharehol service der Sales of Second Agency goods/o Settlem largest commiss Market 1,573,2 1,573,2 2019-03 2019-0 Air China ffering 157.32 66.00% 172.92 N ent in sharehol ion price 13.02 13.02 -23 4 labor cash der revenue service Sales of Second goods/o Ground Settlem largest Market 9,139,6 9,139,6 2019-03 2019-0 Air China ffering services 913.97 99.77% 950 N ent in sharehol price 64.70 64.70 -23 4 labor revenue cash der service Non-rou tine Sales of Second mainten goods/o Settlem largest ance / Market 332,643 332,643 2019-03 2019-0 Air China ffering 33.26 17.42% 32 Y ent in sharehol revenue price .55 .55 -23 4 labor cash der from service aircraft service Sales of Second Sales/lea goods/o Settlem largest se of air Market 271,360 271,360 2019-03 2019-0 Air China ffering 27.14 2.12% 22 Y ent in sharehol material price .52 .52 -23 4 labor cash der revenue service 33 Shandong Airlines Co., Ltd. Annual Report 2019 Simulat Sales of or Second goods/o mainten Settlem largest Market 4,485,4 100.00 4,485,4 2019-03 2019-0 Air China ffering ance/ho 448.54 448.54 N ent in sharehol price 28.61 % 28.61 -23 4 labor use cash der service leasing revenue Subsidia Sales of ry of the Sales/lea goods/o Settlem second se of air Market 1,200,2 1,200,2 2019-03 2019-0 AMECO ffering 120.03 9.37% 30 Y ent in largest material price 84.95 84.95 -23 4 labor cash sharehol revenue service der Office The first Purchas Shandong rent and Settlem largest e goods Market 39,875, 3,987.5 39,875, 2019-03 2019-0 Aviation accomm 26.02% 3,800 Y ent in sharehol / Accept price 357.20 4 357.20 -23 4 Group odation cash der service fee The first Purchas Shandong Settlem largest e goods Residen Market 8,858,0 8,858,0 2019-03 2019-0 Aviation 885.8 4.42% 1,707 N ent in sharehol / Accept ce fee price 47.39 47.39 -23 4 Group cash der service Subsidia ry of the Purchas Aircraft Settlem first e goods mainten Market 122,471 12,247. 122,471 2019-03 2019-0 STAECO 16.64% 19,000 N ent in largest / Accept ance price ,681.51 17 ,681.51 -23 4 cash sharehol service costs der Shandong Xiangyu Subsidia Aeronauti ry of the Purchas Mainten Settlem cal first e goods Market 104,018 10,401. 104,018 2019-03 2019-0 ance 44.98% 15,000 N ent in Technolo largest / Accept price ,113.75 81 ,113.75 -23 4 cost cash gy sharehol service Service der Co., Ltd. Shandong Subsidia Vehicle Airlines ry of the Purchas rental Settlem Rainbow first e goods Market 75,928, 7,592.8 75,928, 2019-03 2019-0 fee and 98.06% 8,000 N ent in Automobi largest / Accept price 882.21 9 882.21 -23 4 mainten cash le Service sharehol service ance fee Co., Ltd der 34 Shandong Airlines Co., Ltd. Annual Report 2019 Shandong Subsidia Airlines ry of the Purchas Settlem Rainbow first e goods Residen Market 3,364,0 3,364,0 2019-03 2019-0 336.41 2.90% 600 N ent in Automobi largest / Accept ce fee price 92.04 92.04 -23 4 cash le Service sharehol service Co., Ltd der Shandong Subsidia Airlines ry of the Purchas Settlem Rainbow first e goods Abnorm Market 553,320 553,320 2019-03 2019-0 55.33 0.66% 100 N ent in Automobi largest / Accept al flights price .00 .00 -23 4 cash le Service sharehol service Co., Ltd der Sub-sub Shandong sidiary Aircraft Purchas Airlines of the supplies Settlem e goods Market 9,950,7 100.00 9,950,7 2019-03 2019-0 Xinzhiha first and and 995.07 1,360 N ent in / Accept price 11.07 % 11.07 -23 4 ng Media largest advertisi cash service Co., Ltd. sharehol ng fees der Agency Second Purchas commiss Settlem largest e goods Market 2,268,4 2,268,4 2019-03 2019-0 Air China ion 226.85 43.60% 456 N ent in sharehol / Accept price 76.40 76.40 -23 4 expendit cash der service ure Second Purchas Ground Settlem largest e goods service Market 20,099, 2,009.9 20,099, 2019-03 2019-0 Air China 0.75% 2,236 N ent in sharehol / Accept expendit price 113.93 1 113.93 -23 4 cash der service ure Abnorm al flight Second Purchas and Settlem largest e goods Market 18,746, 18,746, 2019-03 2019-0 Air China resident 1,874.6 4.68% 3,076 N ent in sharehol / Accept price 003.80 003.80 -23 4 group cash der service expense s Second Purchas Mainten Settlem largest e goods Market 7,008,0 7,008,0 2019-03 2019-0 Air China ance 700.8 3.07% 1,200 N ent in sharehol / Accept price 38.49 38.49 -23 4 cost cash der service 35 Shandong Airlines Co., Ltd. Annual Report 2019 Purchasi ng/leasi Second Purchas ng Settlem largest e goods Market 219,978 219,978 2019-03 2019-0 Air China aviation 22 7.55% 40 N ent in sharehol / Accept price .70 .70 -23 4 material cash der service expendit ure Second Purchas Settlem largest e goods Market 1,550,2 1,550,2 2019-03 2019-0 Air China Catering 155.02 0.48% 180 N ent in sharehol / Accept price 31.72 31.72 -23 4 cash der service Subsidia ry of the Purchas Ground Settlem second e goods service Market 18,179, 18,179, 2019-03 2019-0 AMECO 1,817.9 0.72% 3,000 N ent in largest / Accept expense price 004.78 004.78 -23 4 cash sharehol service s der Subsidia ry of the Purchas Mainten Settlem second e goods Market 116,116, 11,611.6 116,116, 2019-03 2019-0 AMECO ance 3.65% 18,500 N ent in largest / Accept price 748.68 7 748.68 -23 4 cost cash sharehol service der Purchasi Subsidia ng/leasi ry of the Purchas ng Settlem second e goods Market 92,482. 92,482. 2019-03 2019-0 AMECO aviation 9.25 3.17% 20 N ent in largest / Accept price 10 10 -23 4 material cash sharehol service expendit der ure Sichuan Joint Services venture Purchas Aero-Eng of the Mainten Settlem e goods Market 2019-03 2019-0 ine second ance 0 0 0.00% 15,000 N ent in 0 / Accept price -23 4 Maintena largest cost cash service nce Co., sharehol Ltd. der Other Frequent Second related passeng Agreem Settlem largest 72,000, 100.00 72,000, 2019-03 2019-0 Air China party er ent 7,200 15,000 N ent in sharehol 000.00 % 000.00 -23 4 transacti cooperat price cash der on ion 36 Shandong Airlines Co., Ltd. Annual Report 2019 Other Second Freight related Agreem Settlem largest joint 1,005,3 100.00 1,005,3 2019-03 2019-0 Air China party ent 100.53 600 N ent in sharehol operatio 36.00 % 36.00 -23 4 transacti price cash der n on 65,077. 112,310 Total -- -- -- -- -- -- -- -- 73 .46 Details of return of sales in significant N/A amount Report the actual implementation of the normal related transactions which were projected about their total N/A amount by types during the reporting period (if any) Reasons for major difference between trading price and market reference N/A price (if applicable) 2. Related party transactions of assets/equity acquisition and sold No related party transactions of assets/equity acquisition and sold for the Company in the reporting period. 3. Main related party transactions of mutual investment outside No main related party transactions of mutual investment outside for the Company in the reporting period. 4. Contact of related credit and debt There are no related credits or liabilities occurred in the reporting period. 5. Other related party transactions The Company has no other major related party transaction in the reporting period. XVII. Major contract and implantation 1. Trusteeship, contract and leasing (1) Trusteeship The Company does not have trusteeship in the period 37 Shandong Airlines Co., Ltd. Annual Report 2019 (2) Contract The Company do not have contract in the period (3)Leasing The Company does not have leasing business in the period 2. Major guarantee No guarantee for the Company in reporting period 3. Entrust others to cash asset management (1) Entrust financing No entrust financing in the period (2) Entrust loans No entrust loans in the period 4. Other material contracts No other material contracts for the Company in reporting period XVIII. Social responsibility 1. Execution of social responsibility The Company pays high attention to the construction of social responsibility, and adheres to the organic unity of "three responsibilities"- economy, politics, and society, blends the social responsibility into the Company's development strategy and management process. Standing on the height of promoting the Company's sustainable development, the Company positively takes social responsibilities, gives full play to the role of state-owned enterprises, actively takes the initiative to assume and fulfill social responsibilities, tirelessly creates profits to return shareholders; creates value to return to the society; creates services to return passengers; creates opportunities to return employees. Facing the severe water logging disaster in Shandong in 2019, the Company proactively fulfilled the mission and responsibility of provincial enterprises, responded quickly and actively raised materials to support the disaster areas. Meanwhile, vigorously implements the energy-saving emission reduction work, constantly pursues the high unity of commercial profits and social responsibilities, and achieves the simultaneous increase of economic benefits and social benefits. In terms of safety production, the company further deepened the construction of safety production system, constantly pursued the safety and reliability of various elements such as people, machines, and objects in the production process, actively prevented in advance, strengthened the process control, and brought various insecurity factors under control. Based on the state’s laws, regulations, and 38 Shandong Airlines Co., Ltd. Annual Report 2019 standards concerning safe production and combining with the own business scope, degree of danger, nature of work, and actual conditions, the company established and improved the safety production rules and regulations system by taking the safety production responsibility system as the core. In terms of service quality management, in order to truly implement the Three Sincerity service concept and enhance the travel experience of passengers, we have practiced and summarized the honest and sincere Shandong Airlines service quality management model of empathy, insight and affinity, active & inclusive & altruistic services, and exceeding customer expectations. Based on the unique regional culture and brand genes of Shandong Airlines, continued to promote the construction of aerial Confucius Classrooms, actively promoted traditional culture, and strive to create a new situation of high-quality development of service work, and created greater value for passengers. As a listed company, protecting the interests of shareholders, especially the small and medium shareholders, is the company’s most basic social responsibility. According to the Company Law, Securities Law, and Corporate Governance Guidelines for Listed Companies, the company continuously improved its corporate governance structure, established a sound internal control system, and effectively protected the legitimate rights and interests of all shareholders, especially the small and medium shareholders. The company attached importance to the reasonable investment returns to investors and also gave consideration to the sustainable development of enterprise. From 2016 to 2018, the accumulated cash dividends amounted to 300 million Yuan in three years. In 2020, the Company will continue to uphold the people-oriented business philosophy, and strive to create the core values of harmony, peace, innovation, and kindness. The Company will also attach importance to the fulfillment of social responsibilities, while creating value for shareholders, actively undertake social responsibilities in the process of production and operation and business development, establish a green and low-carbon concept, strengthen the awareness of energy conservation and emission reduction, and realize the health and harmonious development between Company and employees, Company and society, and Company and environment. 2. Execution of social responsibility of targeted poverty alleviation The Company did not has targeted poverty alleviation occurred in the period and no further plans either temporary 3. Environmental protection The listed company and its subsidiaries whether belong to the key pollutant discharge units announced by the environmental protection department No In order to strictly implement the requirements of the Party Central Committee to have a tough fight against pollution control and the requirements of the Civil Aviation Administration to win the battle for the defense of blue sky, the company has further promoted environmental protection, pollution prevention, energy saving and emission reduction, and set up special working groups to coordinate the promotion of the oil-to-electricity project for on-site vehicles and the orderly development of APU replacement facility project, continuously improved the utilization rate of APU replacement facilities, strengthened the informatization construction, and strive for a low-carbon and environmentally-friendly “Green Shandong Airlines”. The energy conservation and emission reduction team actively communicated with local environmental protection bureaus, carried out the up-to-standard reconstruction work for exhaust gas, actively promoted new energy vehicles, promoted the concept of low-carbon development, and perfectly integrated the concepts of “Honest and Sincere Shandong Airlines” and “Green Shandong Airlines” to fulfill corporate social responsibilities. 39 Shandong Airlines Co., Ltd. Annual Report 2019 XIX. Explanation on other significant events No other significant events needs explanation during the period XX. Significant event of subsidiary of the Company □ Applicable √ Not applicable 40 Shandong Airlines Co., Ltd. Annual Report 2019 Section VI. Changes in Shares and Particulars about Shareholders I. Changes in shares 1. Changes in shares In Share Before changes Changes (+,-) After changes Capitaliza New Bonus tion of Subtot Amount Ratio Other Amount Ratio issue shares public al reserve I. Unlisted shares 260,000,000 65.00% 260,000,000 65.00% 1. Sponsor shares 168,601,000 42.15% 168,601,000 42.15% Including: State-owned 168,402,000 42.10% 168,402,000 42.10% shares Domestic corporate 199,000 0.05% 199,000 0.05% shares 4. Preferred stock or other 91,399,000 22.85% 91,399,000 22.85% II. Listed shares 140,000,000 35.00% 140,000,000 35.00% 2.Domestically listed 140,000,000 35.00% 140,000,000 35.00% foreign shares III. Total shares 400,000,000 100.00% 400,000,000 100.00% Reasons for share changed □ Applicable √ Not applicable Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changed □ Applicable √ Not applicable Implementation progress of the share repurchases □ Applicable √ Not applicable Implementation progress of the reduction of repurchases shares by centralized bidding □ Applicable √ Not applicable Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders of Company in latest year and period □ Applicable √ Not applicable Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators □ Applicable √ Not applicable 41 Shandong Airlines Co., Ltd. Annual Report 2019 2. Changes of restricted shares □ Applicable √ Not applicable II. Securities issue and listing 1. Security offering (without preferred stock) in Reporting Period □ Applicable √ Not applicable 2. Changes of total shares and shareholders structure as well as explanation on changes of assets and liability structure □ Applicable √ Not applicable 3. Existing internal staff shares □ Applicable √ Not applicable III. Shareholders and actual controller 1. Number of shareholders of the Company and share-holding In share Total preference Total preference shareholders Total common shareholders with voting Total common stock with voting rights recovered stock shareholders at rights recovered at end of last shareholders in 14,699 14,675 0 0 end of last month at end of month before reporting before annual reporting period annual report period-end report disclosed (if applicable) disclosed (if (found in note 8) applicable) (found in note 8) Particulars about shares held above 5% by shareholders or top ten shareholders Total Number of shares Amount of Amount of shareholders Changes pledged/frozen Nature of Proportion unlisted listed Full name of shareholde of shares at the end in report Shareholders outstanding outstanding r held of report period State of share Amount shares held shares held period State-own Shandong Aviation ed legal 42.00% 168,004,000 0 168,004,000 0 Group person 42 Shandong Airlines Co., Ltd. Annual Report 2019 State-own Air China Limited ed legal 22.80% 91,200,000 0 91,200,000 0 person Foreign NORGES BANK legal 0.87% 3,498,479 0.00 0 3,498,479 person VANGUARD Foreign EMERGING legal 0.74% 2,960,917 0.00 0 2,960,917 MARKETS STOCK person INDEX FUND WANXIANG Foreign INTERNATIONAL legal 0.66% 2,658,100 0.00 0 2,658,100 INVESTMENT person CORPORATION VANGUARD TOTAL Foreign INTERNATIONAL legal 0.57% 2,268,651 0.00 0 2,268,651 STOCK INDEX person FUND ISHARES CORE Foreign MSCI EMERGING legal 0.52% 2,063,918 164465.00 0 2,063,918 MARKETS ETF person Domestic Hou Chunhu nature 0.44% 1,750,345 0.00 0 1,750,345 person Domestic Chen Jingjian nature 0.40% 1,595,200 0.00 0 1,595,200 person Domestic Wang Jingqing nature 0.33% 1,319,553 0.00 0 1,319,553 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 Explanation on related the Company on behalf of the State with unlisted shares; relationship or concerted action 3. Among the above top ten shareholders, Air China Limited is the first largest shareholder of the among the above mentioned Shandong Aviation Group, and there exists no associated relationship between Shandong Aviation shareholders Group, Air China and the other shareholders, and they don’t belong to the persons acting in concert regulated by the Management Regulation of Information Disclosure on Change of Shareholding for Listed Companies with the other shareholders. Shareholding of top 10 circulated shareholders 43 Shandong Airlines Co., Ltd. Annual Report 2019 Amount of listed shares held Type of shares Shareholders at end of the Period Type Amount Domestically listed NORGES BANK 3,498,479 3,498,479 foreign shares VANGUARD EMERGING MARKETS STOCK Domestically listed 2,960,917 2,960,917 INDEX FUND foreign shares WANXIANG INTERNATIONAL INVESTMENT Domestically listed 2,658,100 2,658,100 CORPORATION foreign shares VANGUARD TOTAL INTERNATIONAL STOCK Domestically listed 2,268,651 2,268,651 INDEX FUND foreign shares ISHARES CORE MSCI EMERGING MARKETS Domestically listed 2,063,918 2,063,918 ETF foreign shares Domestically listed Hou Chunhu 1,750,345 1,750,345 foreign shares Domestically listed Chen Jingjian 1,595,200 1,595,200 foreign shares Domestically listed Wang Jingqing 1,319,553 1,319,553 foreign shares Domestically listed Xie Qingjun 1,085,391 1,085,391 foreign shares GUOTAI JUNAN SECURITIES(HONGKONG) Domestically listed 889,666 889,666 LIMITED foreign shares The Company is not aware of their associated relationship among the top ten Expiation on associated relationship or consistent shareholders of circulation share, and is unknown whether other circulation actors within the top 10 un-restrict shareholders and shareholders belong to the persons acting in concert regulated by the between top 10 un-restrict shareholders and top 10 Management Regulation of Information Disclosure on Change of Shareholding shareholders for Listed Companies. The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Controlling shareholders Nature of controlling shareholders: local state-owned holding Type of controlling shareholders: legal person Legal person/person in Controlling shareholders Date of foundation Organization code Main operation business charge of the unit 44 Shandong Airlines Co., Ltd. Annual Report 2019 Accommodation, catering services, and retail of tobacco product; (the above is limited to branch offices); investment and management of air transport and Shandong Aviation Group Xu Chuanyu 1995-02-09 91370000614071647W aviation maintenance; conference and exhibition services; office services; sales of daily necessities, handicrafts, and souvenirs, and rental of houses. Equity of other domestic/oversea listed company control by N/A controlling shareholder as well as stock-joint in report period No changes of controlling shareholder for the Company in reporting period. 3. Actual controller and persons acting in concert Nature of actual controller: local state-owned assets management Type of actual controller: legal person Legal Actual controller person/person in Date of foundation Organization code Main operation business charge of the unit Accommodation, catering services, and retail of tobacco product; (the above is limited to branch offices); investment and management of air transport and Shandong Aviation Group Xu Chuanyu 1995-02-09 91370000614071647W aviation maintenance; conference and exhibition services; office services; sales of daily necessities, handicrafts, and souvenirs, and rental of houses. Equity of other foreign/domestic listed company that controlled by N/A actual controller in reporting period No changes of actual controllers for the Company in reporting period Property right and controlling relationship between the actual controller and the Company is as follow: 45 Shandong Airlines Co., Ltd. Annual Report 2019 Shandong Aviation Group 42% Shandong Airlines Co., Ltd. Actual controller controlling the Company by entrust or other assets management □ Applicable √ Not applicable 4. Particulars about other legal person shareholders with over 10% shares held Legal person Legal person/person in charge Main operation business or Date of foundation Register capital shareholder of the unit 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; airplane management business; repairing of aerostat; business agent Air China Limited Cai Jianjiang 2004-09-30 14,525 million Yuan 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; retail business of the aircraft goods; selling agent of aviation accident insurance 5. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers, restructuring side and other commitment subjects □ Applicable √ Not applicable 46 Shandong Airlines Co., Ltd. Annual Report 2019 Section VII. Preferred Stock The Company had no preferred stock in the reporting. 47 Shandong Airlines Co., Ltd. Annual Report 2019 Section VIII. Convertible Bonds The Company had no convertible bonds in the Period. 48 Shandong Airlines Co., Ltd. Annual Report 2019 Section IX. Particulars about Directors, Supervisors and Senior Executives and Employees I. Changes of shares held by directors, supervisors and senior executives Increasin Decreasin Shares g shares g shares Shares Start held at Other Working End date held in held in held at dated of Name Title Sex Age of office period-be changes status office this this period-en term term gin (Share) period period d(Share) (Share) (Share) (Share) Sun Currently 2016-01- 2022-11- President M 57 0 0 0 0 0 Xiujiang in office 18 27 Xu Deputy Currently 2016-12- 2022-11- M 55 0 0 0 0 0 Chuanyu President in office 20 27 Miao Director, Currently 2016-03- 2022-11- M 48 0 0 0 0 0 Liubin GM in office 24 27 Jiang Currently 2016-03- 2022-11- Director M 60 0 0 0 0 0 Chengda in office 24 27 Director, deputy Xu GM & Currently 2010-04- 2022-11- M 55 0 0 0 0 0 Guojian Chief in office 22 27 accountan t Wang Currently 2006-03- 2022-11- MingYua Director M 54 0 0 0 0 0 in office 15 27 n Currently 2012-06- 2022-11- Li Xiuqin Director F 56 0 0 0 0 0 in office 28 27 Wang Currently 2019-11- 2022-11- Director M 47 0 0 0 0 0 Zhifu in office 28 27 Independ Lv Currently 2016-03- 2022-11- ent M 53 0 0 0 0 0 Hongbing in office 24 27 director Independ Duan Currently 2016-03- 2022-11- ent M 47 0 0 0 0 0 Yalin in office 24 27 director 49 Shandong Airlines Co., Ltd. Annual Report 2019 Independ Xu Currently 2017-06- 2022-11- ent M 63 0 0 0 0 0 Xiangyi in office 15 27 director Independ Hu Currently 2017-06- 2022-11- ent M 65 0 0 0 0 0 Yuanmu in office 15 27 director Chairman of Wang Superviso Currently 2013-10- 2022-11- M 54 0 0 0 0 0 Wuping ry in office 28 27 Committe e Xue Superviso Currently 2009-06- 2022-11- M 58 0 0 0 0 0 Ruitao r in office 26 27 Tang Superviso Currently 2018-06- 2022-11- M 48 0 0 0 0 0 Chaoxu r in office 28 27 Staff Currently 2017-08- 2022-11- Jin Xin superviso M 53 0 0 0 0 0 in office 07 27 r Staff Zhou Currently 2006-03- 2022-11- superviso F 44 0 0 0 0 0 Qiaoyan in office 15 27 r Deputy Zhang Currently 2013-10- 2022-11- GM, chief M 61 0 0 0 0 0 Qingshe in office 28 27 pilot Secretary Dong Currently 2009-06- 2022-11- of the M 57 0 0 0 0 0 Qiantang in office 26 27 Board Deputy Currently 2016-02- 2022-11- Yu Bo M 47 0 0 0 0 0 GM in office 04 27 Dong Deputy Currently 2016-09- 2022-11- M 50 0 0 0 0 0 Jianmin GM in office 30 27 Zhou Security Currently 2016-09- 2022-11- M 57 0 0 0 0 0 Ning director in office 30 27 Deputy Currently 2016-09- 2022-11- Ma Xiaoli F 44 0 0 0 0 0 GM in office 30 27 Liu Chief Currently 2017-03- 2022-11- M 49 0 0 0 0 0 Chaolei engineer in office 28 27 Wang Office 2006-03- 2019-11- Director F 61 0 0 0 0 0 Jieming leaving 15 28 50 Shandong Airlines Co., Ltd. Annual Report 2019 Zhou Deputy Office 2013-07- 2019-08- M 55 0 0 0 0 0 Lixin GM leaving 31 22 Total -- -- -- -- -- -- 0 0 0 0 0 *Mr. Jiang Chengda resigned as Director of the Company on 2 March 2020. *Mr. Xue Ruitao resigned as Supervisor of the Company on 12 March 2020. II. Changes of directors, supervisors and senior executives Name Title Type Date Reasons Zhou Lixin Deputy GM Dismiss 2019-08-22 Job demand Term expired and Wang Jieming Director 2019-11-28 General election leaving office III. Post-holding Professional background, major working experience and present main responsibilities in Company of directors, supervisors and senior executive at the present 1. Director Mr. Sun Xiujiang, born in February 1962, bachelor of economics of Shandong Economic University. He worked in the general office of the provincial government from July 1984 to March 1993; worked in the provincial foreign trade corporation from March 1993 to December 1996 and from December 1996 to December 1998, worked in the provincial foreign trade group co., ltd. Mr. Sun served as deputy general manager of Shandong Hualu Group Co., Ltd. in April 1988, and served as deputy general manager of Shandong Hualu Group Co., Ltd. and deputy general manager of Hualu Group (Hong Kong) in July 1988, and served as director and deputy general manager of Hualu Holding Co., Ltd. in December 2004, and served as the deputy secretary of the party committee and the secretary of committee for discipline inspection of Shandong Aviation Group in August 2013. He currently serves as the secretary of the party committee and vice president of Shandong Aviation Group and the chairman of Shandong Airlines Co., Ltd. Mr. Xu Chuanyu, born in May 1964, he graduated from China Civil Aviation Flight Institute, major in aircraft pilot, a Master of Business Administration from Tsinghua University. He worked in Air China in July 1985, served as the deputy flight director of the third battalion in Air China in March 1992, the flight safety supervisor of the flight safety supervision service of Air China in April 1994, and the capital of the third battalion of the flight command in Air China in March 1997. Mr. Xu served as the deputy captain of the flying corps Air China in December 2001, served as the general manager of the Air China Tianjin Branch in March 2006, served as the chief pilot and deputy chief operating officer of Air China in January 2009, served as the vice president and chief operating officer of Air China, served as vice chairman, the security director and chief operating officer of Air China in March 2012. He currently serves as the chief pilot of China National Aviation Holding Company, the security director of Air China, the president, chairman and deputy secretary of the party committee of Shandong Aviation Group, and the vice chairman of Shandong Airlines Co., Ltd. Mr. Miao Liubin, born in February 1971, master of engineering of the China Civil Aviation University. He worked in August 1993 and joined the Company in August 1994, he worked as the deputy squadron leader of flight No. 2 squadron on the flight department in SDA and as the squadron leader of flight No. 6 squadron in SDA. Mr Miao served as the deputy captain of the flying team I in October 2010, the captain of the flying team I in April 2004 of SDA. He served as the general manager of flight department of Shandong Airlines Co., Ltd. in August 2007, served as the general manager of Shandong Airlines Co., Ltd. in March 2011. He 51 Shandong Airlines Co., Ltd. Annual Report 2019 currently serves as the party committee member of Shandong Aviation Group, and director, the general manager and deputy party secretary of Shandong Airlines Co., Ltd. Mr. Jiang Chengda, born in November 1959, graduated from flight dispatch of the Sixteenth Aviation Academy of the People's Liberation Army Air Force. He worked in the Air Command of Jinan Military Region from February 1978 to June 1992; he joined the company in June 1992, served as the deputy chief of the dispatch division of aviation department in July 1994, served as the deputy director of the dispatch office of aviation department in July 1994, serve as the deputy director of the dispatch office of aviation department in February1996, served as the vice director of aviation department in August 1996, serve as the deputy director of operational center in December 1999, served as the director of operational center in May 2002, served asa office director of Airlines Group in May 2005, served as operation director of Shandong Airlines Co., Ltd. in May 2008, served as vice-general manager, operation director of Shandong Airlines Co., Ltd. in April 2011. He currently serves as the party committee member and vice president of Shandong Aviation Group, and the director, party secretary, and the chairman of the labor union of Shandong Airlines Co., Ltd. Mr. Xu Guojian, born in November 1964, a master of Engineering of Northeastern University of Technology and doctor of engineering of Beijing University of Aeronautics and Astronautics. Mr Xu worked since September 1980 and from May 1993 to July 2001, he worked in the Beijing Aircraft Maintenance Engineering Co., Ltd; he served as the director of operations of Founder Digital Co., Ltd. in July 2001, served as the director of administration and finance of Macau Airport Management Co., Ltd. in September 2002, and served as the general manager of finance department of Engineering Technology Branch of Air China Limited in October 2007. He currently serves as a director, party committee member, deputy general manager, and chief accountant of Shandong Airlines Co., Ltd. Mr. Wang MingYuan, born in September 1965, graduated from the School of Economics of Xiamen University, majoring in statistics. He served as an assistant at planning department, an assistant at marketing department, manager of the production planing in market sales department, vice manager of the market sales department, vice manager and manager of the market department; and worked as vice manager of the market sales department in Air China Limited in November 2002; member of the commerce committee and general manager of the network revenue department in Air China in June 2005, the director of commerce committee of Air China in July 2008. He currently serves as the vice president and a member of the standing committee of Air China Limited and a director of Shandong Airlines Co., Ltd. Ms. Li Xiuqin, born in May 1963, holds a postgraduate degree and is a senior economist. She served as secretary of youth league committee of the Bureau of Finance of Tai’an City, Shandong Province in September 1994, served as chief of personnel education section of the Bureau of Finance of Tai’an City in March 1997, served as deputy director of the housing provident fund management center of Tai’an City in December 1998, the vice director of HR dept. of Shandong Economic Development and Investment Company in June 2002, the deputy director of audit dept. of Shandong Economic Development and Investment Company in Feb. 2003; served as the director of asset management department of Shandong Economic Development Investment Co., Ltd. in March 2010, served as an independent of Shandong Airlines Co., Ltd. from May 2003 to March 2006. She is currently the deputy general manager of Shandong Finance Investment Group Co., Ltd. and a director of Shandong Aviation Group, and a director of Shandong Airlines Co., Ltd. Mr. Wang Zhifu, born in March 1972, a master of public management, senior accountant, the high-end accountant of Shandong province and “Qilu Financial Star”. In September 2012, served as the vice investigator of the enterprise dept. of Shandong Province Finance Bureau, vice director of the Shandong financial bill management center in July 2014, the director of Shandong Economic Development and Investment Company in July 2015, the GM of the financial management dept. of Shandong Financial Investment 52 Shandong Airlines Co., Ltd. Annual Report 2019 Group Co., Ltd in August 2016. Now Mr. Wang serves as the CFO of Shandong Financial Investment Group Co., Ltd, chairman of supervisory committee of Shandong Aviation Group and Director of Shandong Airlines. Mr. Lv Hongbing, born in December 1966, graduated from East China University of Political Science and Law in 1988 and 1991, respectively, with a bachelor's degree in law and a master's degree in law. He graduated with a doctorate in management from the University of Science and Technology of China in June 2019 and holds a Chinese lawyer’s qualification certificate. He is currently the Chief Executive Partner of Grandall Law Firm. He is also a member of the Party Committee of the National Lawyer Industry, the vice chairman of the All China Lawyers Association and the director of the Rights Protection Committee. He is a member of the 13th National Committee of CPPCC and a member of the Social and Legal Affairs Committee of CPPCC. He is also an advisory member of the list companies M & A and Restructuring Committee of China Securities Regulatory Commission, a member of the Listing Committee of Shanghai Stock Exchange, a member and arbitrator of Shanghai International Economic and Trade Arbitration Commission, and a member and arbitrator of Shanghai Arbitration Commission. He is concurrently the part-time or visiting professor at Fudan University, Renmin University of China, East China University of Political Science and Law, Shanghai International Studies University, Shanghai University of International Business and Economics, and Shanghai University of Finance. He once served as director of Shanghai Wanguo Law Firm, chairman of Shanghai Bar Association, and member of the sixth session of the Issuance Examination Committee of China Securities Regulatory Commission. Mr. Duan Yalin was born in April 1972, Doctor of Management, the first batch of postdoctoral fellows at Shenzhen Stock Exchange. He currently serves as chairman of Shanghai Chunfu Investment Management Center, and independent director of Western Securities Co., Ltd., Lianxun Securities Co., Ltd., Shanghai Jinjiang International Industrial Investment Co., Ltd., and Dare Power Dekor Home Co., Ltd. He once served as the deputy director of the company management department of Shenzhen Stock Exchange, the vice president of Donghai Securities Co., Ltd., and the chairman of Donghai Innovative Product Investment Co., Ltd. He has also served as a member of the first session of the M & A and Reorganization Committee of China Securities Regulatory Commission, a member of the first session of the Fixed Income Professional Committee of Securities Association of China, the executive director of the National Debt Association of China, and the executive director of the Chinese Institute of Business Administration. Mr. Xu Xiangyi, born in January 1956, holds a doctorate degree. He is currently a second-level professor and distinguished professor at Shandong University and a doctoral supervisor of the School of Management. He is a state-level teaching master, a leading talent of the National Ten-Thousand Person Plan (Teaching Masters), an expert who enjoys special allowances from the State Council, a young and middle-aged expert in Shandong Province who have made outstanding contributions, an expert in high-end think tanks in Shandong, a master of Shandong Social Sciences at the 40th anniversary of the reform and opening-up policy. He is concurrently executive vice-chairman of the Chinese Institute of Business Administration and chief expert of Corporate Governance Research Center of Shandong University in the 13th Five-Year Plan for the Humanities and Social Sciences Research Platform of Colleges and Universities in Shandong Province. From July 1982 to April 1998, he was a lecturer, associate professor, associate dean, and professor at the Department of Economics and School of Management of Shandong University; from April 1998 to January 2004, he was the director of the Office of Academic Affairs and a professor of management at Shandong University; from January 2004 to December 2012, he was the dean of School of Management and a professor of management at Shandong University. He serves the current post since December 2012. Mr. Hu Yuanmu, born in November 1954, is a doctor of management. He is currently the director of teaching steering committee, a professor and a doctoral tutor of accounting at Shandong University of Finance and Economics. He graduated from the School of Accounting of Shandong Economics College in July 1983 and stayed for teaching until now. He used to be the director of the School of Accounting of Shandong Economics College, the director of the academic affairs division of Shandong Economics College, assistant to the dean of Shandong Economics College, and deputy dean of Yanshan School of Shandong Economics College. Social 53 Shandong Airlines Co., Ltd. Annual Report 2019 duty: Member of Chinese Education Accounting Association and President of Shandong Education Accounting Association. 2. Supervisor Mr. Wang Wuping, born in March 1965, is a senior accountant. He working in July 1987 and joined the company in December 1992, He successively served as the deputy director of finance office of the finance and accounting division of Shandong Airlines in July 1994, served as the director of finance office of the finance and accounting division of Shandong Airlines in August 1996, served as deputy director of finance department of Shandong Aviation Group in June 1999, served as director of finance department of Shandong Aviation Group in January 2003, served as the general manager of finance department of Shandong Airlines Co., Ltd. in February 2009. He is currently a party committee member and the chief accountant of Shandong Aviation Group, chairman of the Shandong Airlines Xinzhihang Media Co., Ltd and the chairman of the board of supervisors of Shandong Airlines Co., Ltd. Mr. Xue Ruitao, born in March 1961, is a master degree candidate and a senior accountant. Mr. Xue worked in Shangdong Arts and Crafts Company from July 1981 to April 1984, worked in the second light industry department of Shandong Province from April 1984 to October 1995. he joined the company in October 1995, worked as the vice director of material and equipment department of Shandong Airlines in August 1996, the director of material and equipment department of Shandong Airlines in Feb. 1998; he served as deputy director of finance department of Shandong Airlines in December 1999, served as the deputy director of finance and accounting division of Shandong Airlines Co., Ltd. in April 2004, served as the general manager of finance department of Shandong Aviation Group in February 2009. Now Mr. Xue is the party secretary and GM of planning & investment management dept. of Shandong Aviation Group and a supervisor of Shandong Airlines Co., Ltd. Mr. Tang Chaoxu, born in October 1971, graduated from college of Mechanical Engineering of Beijing Union University, major in mechanical design & manufacturing. He worked in Air China since July 1996, and served as the related transaction manager in enterprise management dept. Of Air China in June 2006; the protocol management specialist of related transactions in assets management dept. of Air China in March 2008, the senior deputy GM of related transaction management in assets management dept. of Air China in June 2016, served as senior deputy GM of the assets management department especially in investment enterprise management in CNAirHolding (CNAH) in October 2017. Currently, he serves as senior deputy GM of the assets management department especially in investment enterprise management in China National Aviation Holding Company(Air China Limited) and the supervisor of Shandong Airlines. Mr. Jin Xin, born in March 1966, graduated from the First Flight School of the Chinese People's Liberation Army Air Force, majoring in airplane piloting. Mr. Jin engaged in flight training respectively in First and Second Air Force Flying School from June 1985 to August 1990; from August 1990 to September 1998, he was engaged in flight training at the aircraftman transportation regiment of Jinan Air Force; entered the company in September 1998; served as the deputy squadron leader of squadron B737 in the flight team I in April 2004; and was appointed as the squadron leader of squadron B737 II of flight team I in November 2004; served as the deputy chief of flight team I in August 2007, served as the deputy general manager of the flight department and the chief of flight team I in October 2014; served as the general manager of the flight technology management department in March 2016, served as the general manager of flight department in February 2017. He currently serves as the staff supervisor and general manager of the Operation Control Center and the deputy party secretary of Shandong Airlines Co., Ltd. Ms. Zhou Qiaoyan, born in January 1975, earned a bachelor degree. She joined the company in October 1994,,served as the deputy squadron leader of Qingdao crew cabin of cabin department of Shandong Airlines in August 1997, served as the squadron leader of Qingdao cabin crew of passenger cabin department in February 2002, served as the deputy director of passenger cabin service department in March 2003. She is currently serves as staff supervisor of Shandong Airlines as well as the party committee secretary, 54 Shandong Airlines Co., Ltd. Annual Report 2019 and deputy general manager of the passenger cabin service department, secretary of the Party Branch and staff supervisor. 3. Senior executives Mr. Zhang Qingshe, born in October 1958, graduated from Civil Aviation Flight University of China, majoring in airplane piloting. Mr. Zhang engaged in flight work in the 14th Air Force Flight School from September 1975 to December 1978, and flight in the Wuhan Civil Aviation Bureau from December 1978 to August 1986, worked in Hubei Branch of the China Southern Airlines from August 1986 to January 2001 and jointed the Shandong Airlines in January 2001 and served as deputy chief pilot; he served as chief pilot of Shandong Airlines Co., Ltd. in October 2001, served as deputy general manager and chief pilot of Shandong Airlines Co., Ltd. in October 2013, served as deputy general manager and chief pilot of Shandong Airlines Co., Ltd. and general manager of Qingdao Branch in March 2014. He currently serves as the party committee member, deputy general manager, and chief pilot of Shandong Airlines Co., Ltd., and the general manager and vice deputy secretary of Qingdao Branch, and the general director of construction headquarters of the Qingdao Jiaodong Airport Base. Mr. Dong Qiantang, born in January 1962, graduated from the 3rd Ground Artillery School of PLA, major in communication engineering, a MBA from Shandong University. Mr Dong working in the army from November 1980 to August 1992, he joined the company in August 1992, served as the deputy director of office secretariat of Shandong Airlines in July 1994, served as the director of accessory office of passenger cabin department of Shandong Airlines in May 1996, served as the deputy director of office in January 1997, served as deputy director of planning department of Shandong Airlines Group Co., Ltd in August 1998, the deputy director of planning & finance department of Shandong Airlines in October 2001, served as director of planning department of Shandong Airlines Group Co., Ltd in January 2003, served as the general manager of enterprise management department of Shandong Airlines Co., Ltd. in February 2009, the secretary of the Board and GM of the enterprise management department of Shandong Airlines in June 2009. He currently serves as the party committee member, secretary of the board, and secretary of the Party Committee of the Company, secretary of the Party branch and director of the comprehensive office under Shandong Airlines. Mr. Yu Bo, born in March 1972, Master of Engineering of the Nanjing University of Aeronautics and Astronautics. He joined the company in April 1998,,served as the deputy chief of Qingdao airplane maintenance department of maintenance engineering department in January 2000, served as the deputy director of maintenance engineering department and concurrently the squadron leader of maintenance team I in January 2001, served as the deputy director of operation center in January 2003, served as the deputy director of maintenance engineering department in April 2004, served as the deputy general manager of Engineering Technology Company and concurrently the manager of quality department in June 2008, served as the general manager of Engineering Technology Company in January 2010, served as the deputy chief engineer Shandong Airlines Co., Ltd. in September 2013, served as the chief engineer of Shandong Airlines Co., Ltd. in October 2014. He currently serves as the party committee member and deputy general manager of Shandong Airlines Co., Ltd. Mr. Dong Jianmin, born in April 1969, graduated from the 12th Air Force Flight School of the People’s Liberation Army, major in aircraft pilot. From July 1992 to March 2003, he was engaged in flight training at the Civil Aviation Flight School; in March 2003, he was appointed as an assistant researcher at the safety supervision division of the security office of the Civil Aviation Administration of China; in March 2007, he joined the company as the deputy general manager of Qingdao Branch; served as the deputy general manager of flight department and the chief of flight team II and the deputy general manager of Qingdao Branch in August 2007, served as the general manager of flight department in May 2012; He currently serves as the party committee member and deputy general manager of Shandong Airlines Co., Ltd. Mr. Zhou Ning, born in June 1962, graduated from the Second Aviation School of the People's Liberation Army Air Force, majoring 55 Shandong Airlines Co., Ltd. Annual Report 2019 in bomber piloting. From January 1981 to September 1988, he was engaged in flight training at the Second Aviation School of the Air Force, Mr. Zhou worked in Shandong United Airlines from September 1988 to June 1994, he joined the company in June 1994, in August 1997, he served as the director at the flight standards division of the flight department; in December 1999; in April 2004, he was appointed as the deputy team leader of flight team I; he served as the deputy director of operation standard management department in August 2007 and the general manager of operation standard management department in March 2009, served as the director of operation standard management department and the general manager of the aviation safety management department in March 2013. He currently serves as the security director and member of the party committee of Shandong Airlines Co., Ltd., the general manager and party branch secretary of the aviation safety management department, and a member of the party committee of the share office. Ms. Ma Xiaoli, born in March 1975, Bachelor of Engineering of Nanjing University of Aeronautics and Astronautics, MBA of the Xi'an Jiaotong University. She entered the company in July 1997, served as the deputy manager at Qingdao sales department of marketing department in June 1999, served as the manager at Xi’an sales department of marketing department in December 1999, and served as the manager at Qingdao sales department of marketing department in July 2002,served as deputy director at the ground service department in January 2006, and served as the deputy general manager of marketing committee in June 2008, served as the general manager of marketing committee in January 2010. She currently serves as the deputy general manager in Shandong Airlines Co., Ltd. Mr. Liu Chaolei, born in October 1970, Bachelor of Engineering of the Beijing University of Aeronautics and Astronautics, MBA of the Wright State University. He worked for the company in July 1994, served as the assistant director at maintenance engineering department in February 1996, and served as deputy director at maintenance engineering department in August 1996, and served as the head of technology division at maintenance engineering department in September 1999, and served as the deputy director at maintenance engineering department in January 2001, and served as deputy general manager in STAECO in May 2004, and served as the general manager at planning and investment management department of Shandong Aviation Group in Feb. 2009, he temporarily transfer to Qingdao Airline from September 2013 to July 2015, and served as the general manager at the engineering technology company in July 2015, and served as deputy chief engineer and general manager at the engineering technology company in January 2016. He currently serves as the chief engineer and member of the party committee in Shandong Airlines Co., Ltd., and the general manager and deputy party secretary at the engineering technology company. Post-holding in shareholder’s unit Whether receiving Start dated of End date of remuneration from Name Name of shareholder’s units Position office term office term shareholder’s units or not Party Secretary, Sun Xiujiang Shandong Aviation Group Y Deputy President Chairman, President and Xu Chuanyu Shandong Aviation Group N Deputy Party Secretary 56 Shandong Airlines Co., Ltd. Annual Report 2019 Security Xu Chuanyu Air China Y director Member of Miao Liubin Shandong Aviation Group the Party N Committee, Member of the Party Jiang Chengda Shandong Aviation Group Committee, N Deputy President Member of the Party Wang Air China Committee, Y MingYuan Deputy President Li Xiuqin Shandong Aviation Group Director N Chairman of Wang Zhifu Shandong Aviation Group Supervisory N Committee Member of the Party Wang Wuping Shandong Aviation Group Committee, Y Chief Accountant GM of Planning & Xue Ruitao Shandong Aviation Group Investment Y Management Dept. Senior GM of the assets Tang Chaoxu Air China Y management dept. Post-holding in other unit Whether receiving Start dated of End date of office Name Name of other units Position remuneration office term term from other units or not China National Aviation Holding Company Xu Chuanyu Chief pilot N (CNAH) 57 Shandong Airlines Co., Ltd. Annual Report 2019 Wang Shenzhen Airlines Director N MingYuan Wang Air Macau Director N MingYuan Wang Air China Hong Kong Development Co., Chairman N MingYuan Ltd. Li Xiuqin Shandong Finance Investment Group Deputy GM Y Wang Zhifu Shandong Finance Investment Group CFO Y Shandong Aviation Xinzhihang Media Co., Wang Wuping Chairman N Ltd. Tang Chaoxu Zhejiang Aviation Services Co., Ltd. Director N Shanghai Air China Aviation Services Co., Tang Chaoxu Director N Ltd. Punishment of securities regulatory authority in recent three years to the company’s current and outgoing directors, supervisors and senior management during the reporting period □ Applicable √ Not applicable IV. Remuneration for directors, supervisors and senior executives Decision-making procedures, recognition basis and payment 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. Sun Xiujiang, Chairman of Supervisory Committee Mr. Wang Wuping together with Supervisor Mr. Xue Ruitao drew their remunerations from Shandong Aviation Group (SDA), the controlling shareholder of the Company, not from the Company; Deputy Chairman Mr. Xu Chuanyu, Director Mr. Wang MingYuan and Supervisor Mr. Tang Chaoxu received remuneration from Air China instead of the Company; Director Ms. Li Xiuqin and Mr. Wang Zhifu drew their remunerations from Shandong Finance Investment Group instead of the Company. Remuneration for directors, supervisors and senior executives in reporting period In 10 thousand Yuan Whether Total remuneration Post-holding remuneration Name Title Sex Age obtained from status obtained from the related party of Company the Company 58 Shandong Airlines Co., Ltd. Annual Report 2019 Currently in Miao Liubin Director, GM M 48 125.18 N office Currently in Jiang Chengda Director M 60 117 N office Director, Deputy Currently in Xu Guojian GM, Chief M 55 97.48 N office accountant Independent Currently in Lv Hongbing M 53 7.1 N director office Independent Currently in Duan Yalin M 47 7.1 N director office Independent Currently in Xu Xiangyi M 63 7.1 N director office Independent Currently in Hu Yuanmu M 65 7.1 N director office Currently in Jin Xin Staff supervisor M 53 72.59 N office Currently in Zhou Qiaoyan Staff supervisor F 44 55.11 N office Deputy GM, Currently in Zhang Qingshe M 61 107.77 N Chief Pilot office Secretary of the Currently in Dong Qiantang M 57 96.49 N Board office Currently in Yu Bo Deputy GM M 47 94.3 N office Currently in Dong Jianmin Deputy GM M 50 97.85 N office Currently in Zhou Ning Security director M 57 100.51 N office Currently in Ma Xiaoli Deputy GM F 44 91.49 N office Currently in Liu Chaolei Chief engineer M 49 92.41 N office Zhou Lixin Deputy GM M 55 Office leaving 94.26 N Total -- -- -- -- 1,270.84 -- Delegated equity incentive for directors, supervisors and senior executives in reporting period □ Applicable √ Not applicable 59 Shandong Airlines Co., Ltd. Annual Report 2019 V. Employees of the Company 1. Numbers of the employee, professional constitution and education background Total serving staff (person) 11,663 Total staff received remuneration in the period (person) 11,821 Retired staff with charges paid by the parent company and main 233 subsidiaries (person) Professional constitution Type Number (person) Flight personnel 1,861 Steward 2,698 Security guard (including air police) 762 Maintenance personnel 1,583 Transport control personnel 329 Passenger transport salesman 917 Freight personnel 348 Ground attendant 919 Financial personnel 153 Others 2,093 Total 11,663 Education background Type Number (person) Graduate (Master, doctor) and above 525 Bachelor degree 7,660 Junior college and below 3,478 Total 11,663 2. Remuneration policy In order to meet the needs of the development strategy of the Company, establish the income distribution system which is compatible with the modern enterprise system, establish effective incentive and restraint mechanisms, improve the internal fairness of income distribution, gradually improve the market competitiveness, further stimulate the enthusiasm of staff, and promote the Company’s sustainable development, the Company has developed a pay policy which is suitable for the Company’s development status by combining with the actual situation of the Company. The pay policy follows three basic principles: adhere to the principle of unity of incentives and constraints; adhere to the principle of efficiency growth matching with wage growth; insist on taking post value as the basis, reflect the principle of "pay the post value, pay the individual ability, and pay the performance contribution". 60 Shandong Airlines Co., Ltd. Annual Report 2019 Combining with the industry characteristics and taking the employee on ground positions, pilots, and stewards (security) as the basis, the Company has respectively set up pay policies suitable for these three types of personnel, and established the job performance wage system with performance contribution as the core on the basis of respecting the post value. 3. Training plan In 2019, we have 215 corporate-level training programs (including one special training), actually 213 programs implemented, the planned accomplishment ratio up to 99.07%; the staff education expenditure was 18,790,000 Yuan, actually 11,933,200 Yuan cost in the year with 63.51% takes in total budget. By the end of 2019, the Company totally engaged 636 lecturers, including 59 full-time lecturers and 577 part-time lecturers, and 32 lecturers newly hired in 2019; a total of 15,258 class-hour were taught throughout the year, an average of 39.73 class-hour were taught per person, total reimbursement amount as 680,000 Yuan. In 2019, the Company carried out the training management work in an orderly manner, consistently implemented the talent development strategy, strengthening the leadership development, vigorously promoted the quality and skills of employees, improved and optimized the training management system, and reserved excellent talents so as to promote the company’s high-quality development. The main work is as follows: Firstly, focused on the source and optimized the order training mode. Completed the pre-college propaganda, pre-employment acceptance check, and summer practice of joint education students, continued to expand the school-enterprise cooperation management and control mode, and improved the quality of training; adopted "get lessons at home" to highlight the advantages of training; optimized the management and control plan and strengthened the closeness of school-enterprise cooperation for problems in the cultivation process. Secondly, continued to empower and innovated lecturer training mechanism. Launched the "workshop for micro-lecture development" lecturer training project on Teacher's Day, the thirty-six middle-level and high-quality curriculum lecturers from 12 departments formed 17 transferable and standardized company-level fine-quality micro-lectures through action learning, micro-lecture training innovated the lecture training mechanism, led the company into the "micro age", broke the limitations of traditional training, and improved the efficiency of talent training. Thirdly, built a platform to improve the information management level. In order to extract and integrate the company's knowledge resources, to realize the entire process management of training, to clearly show the learning path of employees, to allow employees to enjoy training, to promote the company's information management level, and to create a knowledge and learning management platform, we carried out researches on the needs of each business department, analyzed the training business scenario, optimized the process, identified the needs, and initially built 12 function modules such as resource management, lecturer management, training full-process management, employee learning, and OJT management, and so on, and demand statement has been available now. The platform will provide scientific basis for management and decision-making and improve company management efficiency. Fourthly, tapped the potential and helped the company's international development. Optimized the training plan for new employees, selected the company's strategy, culture, safety, operation, service, regulations and other courses, and created brand-name courses such as Ingenious Shandong Airlines, Passionate Shandong Airlines, Honest Shandong Airlines, Safe Shandong Airlines, and Joyful Shandong Airlines; at the same time, closely integrated the intensified training and department training, helped new employees plan career development paths and improve their professionalism. Continued to promote the construction of pilot English test sites, and helped trainees grow rapidly through centralized training, tutoring and self-study. So far, 9 trainees have passed the Grade 4 exam (not pilots), 21 trainees have passed the Grade 5 exam, 3 trainees have obtained the examiner qualification, and 2 trainees have obtained the scorer qualification, the construction of the assessor team was very effective, and it has reserved talents for the construction of language test sites. Fifthly, consolidated the cornerstones of leadership and promoted the company's strategic implementation. According to the "initial training - retraining - outstanding manager leadership promotion training" mode, organized 2 terms of initial training, 3 terms of retraining, 2 terms of outstanding manager leadership promotion training, and 300 cadres participated in the training, which helped the grass-roots managers to improve their execution, influence and innovation, at the same time, the training was closely integrated with the company's strategy, which proposed solutions for the company's many problems and realized the transformation and added value of the training results through the study and reporting of business problems. 61 Shandong Airlines Co., Ltd. Annual Report 2019 In 2020, the company will continue to improve the training management system and reserve talents to support the company’s strategic development.The first is to closely focus on the company's strategy and performance, combine with the epidemic situation, strengthen the training demand analysis and resource integration, innovate training forms, reduce training costs, and guide the work development of training throughout the year. The second is to build a knowledge and learning management platform, select the developers to build platforms according to the demand statement, and improve the training management level and efficiency. The third is to continue to develop and improve course resources, improve the company's course resource database, accumulate the company's wisdom, and lay a solid foundation of resources for improving the company's on-the-job learning system (i.e., "post-responsibility-task-knowledge and curriculum"), at the same time, match excellent lecturers, and speed up the construction of the lecturer team. The fourth is to implement the third round of managerial cadres "initial training - retraining - outstanding manager leadership promotion training", continue to improve leadership, reserve key talents, and lay a solid foundation for the company's rapid development. The fifth is to innovate and perfect the training model for new employees, and accelerate the role change of new employees to meet job requirements. 4. Labor outsourcing □ Applicable √ Not applicable 62 Shandong Airlines Co., Ltd. Annual Report 2019 Section X. Corporate Governance I. Basic state of 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”, “Rules Governing the Listing of Stocks in 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. 1. Shareholders and shareholders' meeting During the reporting period, the Company convened the 2018 Annual General Meeting and The first extraordinary general meeting of shareholders in 2019, and all deliberations and proposals were passed. The convening, proposal deliberation and decision-making of shareholders’ meetings were conducted strictly in accordance with the procedures stipulated in the Articles of Association and Rules of Procedure of the Shareholders’ Meeting, ensuring that all shareholders, especially the small and medium-sized shareholders, have equal status and fully exercise their rights. The general meeting of shareholders hired the lawyer to witness on the spot and issue a legal opinion on its legality. 2. Directors and the board of directors (BOD) During the report period, BOD conscientiously implemented the resolutions of the shareholders’ meeting by taking the principles of being responsible for all stockholders, deliberating major events of the Company in accordance with statutory procedures and Article of Association, routine works of the Company are being implemented in an order way, foundation of corporate governance is further strengthened. The Company have 7 Board Meetings in the year of 2019, deliberated 24 proposals including periodic report, profit distribution, appraisal report of the internal control and general election of the BOD. Convening of the meetings and voting procedures are legally effective, and the resolution notices are being released on time in order to guarantee the right-to-known and supervise of the shareholders, promote the standard operation for the Company. 3. Supervisors and board of supervisors During the report period, the board of supervisors of the Company convoked 6 meetings and attended all the general meetings of stockholders and board meetings the Company convoked in 2019. The convening, convoking and motion consideration and decision-making of the supervisor meeting 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 duty performance of the Board and management team, financial status, related transaction and internal control of the Company, and maintained the legitimate rights and interests of the Company and the shareholders. 4. Information disclosure management The Company attached great importance to the information disclosure, strictly supervised all layers to disclose information timely and fairly as required so as to ensure that the disclosure is true, accurate and complete, the Company totally disclosed 4 regular reports, 20 interim announcements and more than 30 working reports and opinions in 2019. The Company is the first train units for information disclosure of Shenzhen Stock Exchange, continued to maintain the good information disclosure quality without illegal disclosures occurred. For the period of 2018-2019, we awarded the “Excellent” for five years in a row in aspect of information disclosure evaluation of the Shenzhen Stock Exchange, which is the only B-stock corporate that got an “Excellent” among the listed companies listed in Shenzhen Stock Exchange and Shanghai Stock Exchange. 63 Shandong Airlines Co., Ltd. Annual Report 2019 5. Registration management of inside information insider The board of directors of the company has been fully aware of the seriousness and complexity of preventing the insider trading, taking various measures to implement various regulatory requirements, comprehensively strengthening the inside information management, perfecting the registration management system of inside information, and effectively guarding against various types of insider trading behaviors of relevant insider at the sources. During the reporting period, the company faithfully and completely recorded the list of inside information insiders, covered the entire chain of insiders involved in the process of inside information transfer, strengthened the registration and records of information submitted by the business department to the outside, prevented the disclosure of inside information, and submitted the list of related inside information insiders to Shandong Securities Regulatory Bureau and Shenzhen Stock Exchange for filing. The company did not find any relevant personnel used inside information to engage in insider trading or suggested others to use inside information to conduct transactions; the situation that inside information disclosure caused serious impact or losses to the company and investors did not exist; the situation that supervisory authorities took supervision measures did not occur. 6. Related transactions management The company established a dynamic related party roster, discerned the related transactions as early as possible, and made timely decisions in accordance with the procedures; strictly prevented the non-operating funds from being used by controlling shareholders and related parties, and eliminated the risk of violations of the “red line”. In 2019, the decision-making procedures for the company's related transactions were legal and the price was fair, which had no adverse impact on the company or on the interests of small and medium shareholders, there was no external guarantee, and there was no occupation of non-operating funds by the controlling shareholders or other related parties. There was no major difference between the actual status of corporate governance and the regulatory documents regarding the governance of listed companies issued by China Securities Regulatory Commission. II. Independence 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. 1. In business aspect: The Company’s business has difference with its controlling shareholders. The Company engaged in manufacturing management independently without dependency with controlling shareholders and other related enterprise. 2. In personnel aspect: The Company is totally independent with its controlling shareholders in labor, personnel and salary management. Directors, supervisors and senior management in accordance with the Articles of Association and relevant laws and regulations, and through the legal procedures of election or employment, no situation of the controlling shareholders in accordance with legal procedures intervention Company’s personnel appointment and removing. The senior management is not in double office performance in the listed company and the controlling shareholders and they all get salaries from the Company. 3. In asset aspect: The property right relationship between the Company and controlling shareholders is clear and the assets of a corporation are totally independent of the controlling shareholders. The Company has full control and domination without assets and funds occupied by controlling shareholders and interests of the Company being damaged. 4. In institution aspect: The Company established an organization totally independent with the controlling shareholders, the board of directors and the supervisory committee operated independently without superior and subordinate relationship with the organization established in controlling shareholders and affiliate enterprises. 5. In finance aspect: The Company has an independent financial department and independent financial accounting system. Owns 64 Shandong Airlines Co., Ltd. Annual Report 2019 standard and independent accounting mechanism and financial management system as well as independent bank account, furthermore, paying tax in accordance with the law. III. Horizontal Competition □ Applicable √ Not applicable IV. In the report period, the Company held annual shareholders’ general meeting and extraordinary shareholders’ general meeting 1. Annual Shareholders’ General Meeting in the report period Ratio of investor Session of meeting Type Date Date of disclosure Index of disclosure participation Annual General AGM 68.59% 2019-06-27 2019-06-28 Notice No.: 2019-09 Meeting 2018 The first Extraordinary extraordinary general meeting of 68.72% 2019-11-28 2019-11-29 Notice No.: 2019-17 general meeting of shareholders shareholders in 2019 2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore □ Applicable √ Not applicable V. Responsibility performance of independent directors in report period 1. The attending of independent directors to Board meetings and shareholders’ general meeting The attending of independent directors in Board meetings and shareholders’ general meeting Whether Times of Times of Times of absent the Board meeting Times of Times of attending the Independent attending by Times of Meeting for supposed to present in entrusted shareholders director communicatio Absence the second attend in the person presence general n time in a row report period meeting or not Lv Hongbing 7 1 5 1 0N 1 Duan Yalin 7 0 5 2 0N 1 Xu Xiangyi 7 1 5 1 0N 1 Hu Yuanmu 7 2 5 0 0N 2 Explanation of absent the Board Meeting for the second time in a row 65 Shandong Airlines Co., Ltd. Annual Report 2019 2. Objection for relevant events from independent directors Independent directors has no objections for relevant events in reporting period 3. Other explanation about responsibility performance of independent directors The opinions from independent directors have been adopted √ Yes □ No Explanation on advice that accepted/not accepted from independent directors During the reporting period, independent directors of the Company conscientiously fulfilled relevant laws and relevant rules of Article of Association; they independently participate in the decision-making of major events objectively, fulfill their duties faithfully and diligently, and maintaining the interest of the Company and small & medium shareholders effectively, give full play to the role of independent directors. VI. Responsibility performance of subordinate special committee of the Board in report period The Board set up three specialized committees: the Audit Committee, the Remuneration and Appraisal Committee, and the Strategy and Nomination Committee. In 2019, all specialized committees held six meetings, therein to, three meetings of the Audit Committee and one meeting of the Remuneration and Appraisal Committee and two meetings of strategy and nomination committee. The specialized committees of the Board performed their duties by strictly following the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, the "Articles of Association", and the rules of procedure of the committees, and played an important role in the scientific decision-making of the board of directors. 1. Duty performing of the audit committee of the board During the reporting period, the audit committee of the board paid close attention to the internal control system construction and the related transaction; made opinion on changing and reappointing the accounting firm; regularly checked the financial report of the company; proposed opinions on the change of accounting policy; 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, and maintained the independence of audit in auditing of the 2019 annual financial report. 2. Duty performing of the remuneration and appraisal committee of the board During the reporting period, 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; checked and approved the 2019 annual report about the remuneration disclosure of the directors and the senior management, and thought the remuneration amount of relevant personnel disclosed in the 2019 annual report was true and accurate. 3. Duty performing of the strategy and nomination committee of the board During the reporting period, the strategy & nomination committee take serious research and analysis on development plans and operation targets of the Company, they actively participate in discussion and propose reasonable suggestions. And expressed opinions on the changes of directors and senior management members of the company, and reviewed the qualifications of relevant personnel, and found no situations in which directors and senior executives of listed companies did not meet the requirements of laws, regulations and the Articles of Association. 66 Shandong Airlines Co., Ltd. Annual Report 2019 VII. Works from Supervisory Committee Supervisory committee has no objection about supervision events in reporting period VIII. Appraisal and incentive mechanism for senior executives In accordance with the “Performance Management Manual”, the Company checks and evaluated the individual performance, and paid merit based on appraisal results to enhance the incentive efficiency. IX. Internal Control 1. Details of major defects in IC appraisal report that found in reporting period □Yes √ No 2. Self assessment report of the Internal Control (IC) Disclosure date of the assessment report of 2020-03-28 IC (full-text) Disclosure index of the assessment report Published on Juchao Website (http://www.cninfo.com.cn) dated 28 March 2020 of IC (full-text) The ratio of the total assets of units included in the scope of assessment accounting for the total assets on the 97.76% company's consolidated financial statements The ratio of the operating income of units included in the scope of assessment accounting for the operating income on the 99.86% company's consolidated financial statements Defects Identification Standards Category Financial Reports Non-financial Reports 67 Shandong Airlines Co., Ltd. Annual Report 2019 Material defect: defect that, severally or jointly with other defects, will lead to material wrong reporting in financial reports being not able to prevented or found or Material defect: rectified in a timely manner. Occurrence of (1) In case of serious violation of laws the followings will be deemed as material and regulations and causing major losses defect: or impacts on the company, such as (1) inefficiency of environment control; major safety or environmental pollution (2) Directors, supervisors and senior accidents; management engaged in fraud and cause (2) The decision-making procedures are major losses or impacts to the Company; unscientific and have a significant impact (3) The external auditor finds material wrong on the company's operations; reporting in current financial statement, (3) Major defects or important defects of while the Company has not found such internal control have not been rectified; reporting during its operation; (4) Important business is lack of (4) The material defect identified and institutional control or systemic failure of Qualitative criteria reported to the management fails to be institution; rectified in a reasonable time period; (5) Other situations have a significant (5) The audit committee audit impact on the company. and department of the Company exercise invalid Important defects: In addition to major supervision upon internal control; defects, other circumstances are (6) Other defects which may affect financial respectively determined as important statement users to make correct judgment. defects or general defects according to Major defect: defect that, severally or jointly the degree of influence. General defects: with other defects, will lead to wrong In addition to major defects, other reporting in financial reports being not able circumstances are respectively to prevented or found or rectified in a timely determined as important defects or manner which still needs attention from the general defects according to the degree management though it doesn’t reach or of influence. exceed material defect as described above. General defect: other internal control related defects that do not constitute material defects or major defect 68 Shandong Airlines Co., Ltd. Annual Report 2019 (1) potential wrong reporting in operating income: Material defect: 0.5% of the total operating income ≤ wrong reporting; Major defect: 0.2% of the total operating income ≤ wrong reporting<0.5% of the total operating income; General defect: wrong reporting<0.2% of the total operating income. (2) potential wrong reporting in total profit: Material defect: 5% of the total profit≤ (1) direct property loss: wrong reporting; Material defect: over RMB 10 million; Major defect: 2% of the total profit≤ wrong Major defect: RMB 1 million - RMB 10 reporting<5% of the total profit; million (inclusive); General defect: RMB 1 million or below General defect: wrong reporting<2% of the (2) negative influences: Material defect: materially and adversely total profit. affect the Company, and disclosed to the (3) potential wrong reporting in total assets: Quantitative criteria public via announcement; Material defect: 0.5% of the total assets ≤ Major defect: receive punishment from wrong reporting; national authorities, while has no Major defect: 0.2% of the total assets ≤ material negative influence over the wrong reporting<0.5% of the total assets; Company; General defect: receive punishment from General defect: wrong reporting<0.2% of provincial or below authorities, while has no negative influence over the Company. the total assets. (4) potential wrong reporting in owners’ equity: Material defect: 0.5% of the total owners’ equity ≤ wrong reporting; Major defect: 0.2% of the total owners’ equity ≤ wrong reporting<0.5% of the total owners’ equity; General defect: wrong reporting<0.2% of the total owners’ equity. Amount of significant defects in financial 0 reports 69 Shandong Airlines Co., Ltd. Annual Report 2019 Amount of significant defects in 0 non-financial reports Amount of important defects in financial 0 reports Amount of important defects in 0 non-financial reports X. Auditing report of internal control (IC) Deliberation section of auditing report of IC 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 2019 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 2019 based on relevant regulations and “Basic Standard of Internal Control for Enterprises”. RSM Certified Public Accountants Certified Public Accountant of China: Ou Changxian (special general partnership) Certified Public Accountant of China: Guo Yuefeng BeijingChina 26 March 2020 Disclosure details of audit report of Disclosed IC Disclosure date of audit report of 28 March 2020 internal control (full-text) 70 Shandong Airlines Co., Ltd. Annual Report 2019 Index of audit report of internal Published on Juchao Website (http://www.cninfo.com.cn) dated 28 March 2020 control (full-text) Opinion type of auditing report of Standard unqualified IC whether the non-financial report No had major defects Issued a modified audit opinions for internal control □Yes √ No Auditing report of internal control issued by CPA shows the same opinion as self-evaluation report issued by the Board √ Yes □ No 71 Shandong Airlines Co., Ltd. Annual Report 2019 Section XI. Corporation bonds Whether or not the Company public offering corporation bonds in stock exchange, which undue or without payment in full at maturity on the approval date for annual report disclosed No 72 Shandong Airlines Co., Ltd. Annual Report 2019 Section XII. Financial Report I. Audit report Type of audit opinion Standard unqualified Date for audited report signed 26 March 2020 Name of audit institution RSM Certified Public Accountants (special general partnership) Document No. of the Auditing Report RSM Shen Zi [2020]No. 518Z0031 CPA Ou Changxian, Guo Yuefeng Auditor’s Report To all shareholders of Shandong Airlines Co., Ltd.: I. Opinion We have audited the financial statements of Shandong Airlines Co., Ltd. (hereinafter referred to as “SDA” or "the Company"), which comprise the consolidated and the parent Company’s balance sheet as at 31 December 2019, and consolidated profit statement and the parent Company’s profit statement, and consolidated cash flow statement and the parent Company’s statement of cash flows, and consolidated statement of changes in shareholders’ equity and the parent Company’s statement of changes in shareholders’ equity for the year then ended as well as the notes to the financial statements. In our opinion, the financial statements attached are prepared, in all material respects, in accordance with the Accounting Standings for Business Enterprises, and fairly present the consolidated financial position and the parent Company’s financial statement as at December 31, 2019 and the consolidated operating results and cash flows of and the parent Company’s operating results and cash flows for the year then ended. II. Basis for Our Opinion We conducted our audit in accordance with the Auditing Standards for Certified Public Accountants of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of this auditor’s report. According to the Code of Ethics for Chinese CPA, we are independent of the Company, and we have fulfilled other responsibilities in the aspect of code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. III. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. (I) Confirmation of passenger service revenue 1. Description of the matter The company’s passenger service revenue is recognized when the transportation service is provided. On the balance sheet date, the receivable amount of passenger services sold by the company but not yet provided for transportation services is included in the balance sheet by ticket settlement. The company uses a complex information technology system to automatically process large amounts of data to continuously track ticket sales and transportation services so as to determine the recognized timing and exact amount of passenger service revenue. Since the company’s passenger service revenue recognition involves the use of a complex information technology system, there is an inherent risk that may cause inaccurate recognized amount to passenger service revenue 73 Shandong Airlines Co., Ltd. Annual Report 2019 or improperly included in the accounting period. Therefore, we identified the recognition of passenger service revenue as a key audit issue. Please refer to note iii to the financial statements, important accounting policies and accounting estimates 22, accounting policies as stated in income, note v to the financial statements, notes to the consolidated financial statements 21, advance receipts and 35, operating income and operating costs, and note xiv to the financial statements, the main projects notes to the parent company’s financial statements 4, operating income and operating costs. 2. Audit response Relevant procedures for recognition of the passenger services revenue including: (1) Evaluate the design, operation and effectiveness of the company’s internal control related to revenue recognition, and evaluate the design, operation and effectiveness of the company’s information technology control related to the income system; (2) Evaluate the company’s key manual control related to the tracking and handling of the differences recognized in the verification process of the information output by the information technology system and the company’s financial and operational data; (3) Compare the ticket settlement balance of the beginning of the period and of the end of the period, and analyze the rationality of the change in the balance at the beginning and end of the period; (4) Check the relevant supporting documents for the accounting entries that have significant amount or meet other specific risk criteria. (II) Operating lease aircraft and engine overhaul fees 1. Description of the matter On December 31, 2019, the balance of the company’s payable aircraft operating lease and engine overhaul fees (including the payable aircraft operating lease and engine overhaul fees due within one year) was RMB 4.062 billion. According to the terms of the operating lease agreement, the company should return the aircraft in accordance with the agreed conditions at the end of the lease period. In order to ensure that the aircraft is returned as the agreed condition, the company made overhaul preparations for the fuselage and engine held by the operating lease during the expected overhaul period and included the overhaul expenses in the current profit and loss. Based on the actually occurred maintenance costs of the fuselage and engine of the same or similar models and the current economics and aircraft industry development, and considering all variation factors as the estimated flight hours and flight cycles, the management made an estimate to the expected overhaul cycle and overhaul costs. Due to the inherent uncertainty existing in the overhaul cycle and the forecast to future overhaul costs of fuselage and engine of different models, there is a risk that the accrual amount of the costs may be inaccurate. Therefore, we identified the operating lease aircraft and engine overhaul fees as a key audit issue. Please refer to note iii to the financial statements, the company’s major accounting policies and accounting estimates 26. daily maintenance and overhaul costs, and 29. (9) accounting policies as described in the operating lease aircraft and engine overhaul expenses, and note v to the financial statements, notes to the consolidated financial statements 20, notes payable and accounts payable and 27. long-term payable. 2. Audit response Relevant procedures for operating lease aircraft and engine overhaul fees including: (1) Evaluate the design and operational effectiveness of the company’s key internal control related to the overhaul preparation for aircraft held under operating leases; (2) Through the discussion with the company’s engineering department manager responsible for aircraft maintenance, we obtain the information such as the overhaul period and overhaul cost expected by the engineering department and the actual maintenance cost, and use this information to make a comparison with the information that company’s financial manager used for calculating the 74 Shandong Airlines Co., Ltd. Annual Report 2019 overhaul preparation; (3) Based on the terms of the operating lease agreement and the company’s historical maintenance experience, compare the assumptions adopted by the management in the previous year with the actual situation and the assumptions of this year, and evaluate the key assumptions that the management uses in estimating the overhaul cycle and the future overhaul costs; (4) Make differential analyses between the actual expenses occurred in the return of the aircraft assets for repair and the amount of accrued expenses of the company in the previous period so as to evaluate the rationality of the management’s accounting estimate to the overhaul expenses. IV. Other Information The management of the SDA is responsible for the other information, which includes information of the Company's annual report in 2019, but excludes the financial statements and our auditors' report. Our opinion on the financial statements does not cover the other information, and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is any material misstatement of the other information, we are required to report that fact. And we have nothing to report in this regard. V. Responsibilities of the Management and Those Charged with Governance for the Financial Statements Management of SDA (hereinafter referred to as the Management) is responsible for preparing the financial statements in accordance with the Accounting Standards for Business Enterprises to achieve a fair presentation, and for designing, implementing and maintaining the internal control that is necessary to ensure that the financial statements are free from material misstatements, whether due to frauds or errors. In preparing the financial statements, the Management is responsible for assessing the Company’s going-concern ability, disclosing matters (if applicable) related to going concern and using the going-concern assumption, unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance of the Company are responsible for overseeing the Company's financial reporting process. VI. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the audit standards will always detect a material misstatement when it exists. Misstatements may arise from fraud or error and are generally considered material if separate or aggregated misstatements are reasonably expected to possibly influence the economic decisions made by the users of financial statements on the basis of these financial statements. During the process of an audit conducted in accordance with audit standards, we exercise professional judgment and maintain professional skepticism. Meanwhile, we also: (1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 75 Shandong Airlines Co., Ltd. Annual Report 2019 (2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. (3) Evaluate the appropriateness of accounting policies used by and the reasonableness of accounting estimates and related disclosures made by the Management. (4) Conclude on the appropriateness of the Management in using the going-concern assumption and conclude, based on the audit evidence obtained, whether a material uncertainty exists related to matters or conditions that may cast significant doubt on the Company's going-concern ability. If we conclude that a material uncertainty exists, we will be required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future matters or situation may cause failure of the Company in going concern. (5) Evaluate the overall presentation, structure and content of the financial statements, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. (6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities of the Company to give an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them in regard to all relationships and other matters that may reasonably be thought to affect our independence, and related safeguards (if applicable). From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report, unless these matters are forbidden by laws and regulations to be disclosed or in extremely rare circumstances, when the negative impact arising from the reasonable and expected communication about a certain matter in a auditors' report exceeds the public interest benefits arising therefrom, we determine that such matter should not be communicated in the auditors' report. RSM Certified Public Accountants Certified Public Accountant of China: Ou Changxian (special general partnership) BeijingChina Certified Public Accountant of China: Guo Yuefeng 26 March 2020 II. Financial Statement Statement in Financial Notes are carried in RMB/CNY 1. Consolidated Balance Sheet Prepared by Shandong Airlines Co., Ltd 31 December 2019 In RMB Item 2019-12-31 2018-12-31 Current assets: 76 Shandong Airlines Co., Ltd. Annual Report 2019 Monetary funds 598,961,065.69 840,960,104.09 Settlement provisions Capital lent Tradable financial assets Financial assets measured by fair value and with variation reckoned into 90,488.17 current gains/losses Derivative financial assets Note receivable Account receivable 456,758,290.60 413,726,456.71 Receivable financing Accounts paid in advance 232,061,479.78 265,931,342.94 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Other account receivable 232,147,324.23 225,281,412.22 Including: Interest receivable Dividend receivable Buying back the sale of financial assets Inventories 109,435,256.69 105,625,519.42 Contractual assets Assets held for sale Non-current asset due within one year Other current assets 170,020,416.07 236,596,457.60 Total current assets 1,799,383,833.06 2,088,211,781.15 Non-current assets: Loans and payments on behalf Debt investment Finance asset available for sales 310,842,965.35 Other debt investment Held-to-maturity investment Long-term account receivable 77 Shandong Airlines Co., Ltd. Annual Report 2019 Long-term equity investment Investment in other equity 874,728,633.32 instrument Other non-current financial assets Investment real estate Fixed assets 7,362,687,431.80 7,770,750,794.37 Construction in progress 5,479,071,703.01 4,790,300,972.13 Productive biological asset Oil and gas asset Right-of-use assets Intangible assets 113,459,129.62 115,541,881.39 Expense on Research and Development Goodwill 454,020.13 454,020.13 Long-term expenses to be 657,772,583.81 573,645,342.64 apportioned Deferred income tax asset 1,105,378,651.73 914,231,343.25 Other non-current asset Total non-current asset 15,593,552,153.42 14,475,767,319.26 Total assets 17,392,935,986.48 16,563,979,100.41 Current liabilities: Short-term loans 300,329,083.33 580,000,000.00 Loan from central bank Capital borrowed Trading financial liability 126,264.75 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Note payable 402,996,891.30 Account payable 2,482,248,514.51 2,273,836,607.26 Accounts received in advance 936,873,667.96 787,371,671.33 Contractual liability Selling financial asset of repurchase 78 Shandong Airlines Co., Ltd. Annual Report 2019 Absorbing deposit and interbank deposit Security trading of agency Security sales of agency Wage payable 549,061,919.97 543,294,439.81 Taxes payable 149,437,183.71 252,717,258.87 Other account payable 586,143,459.66 635,499,470.13 Including: Interest payable 10,428,894.80 Dividend payable 602,306.96 602,306.96 Commission charge and commission payable Reinsurance payable Liability held for sale Non-current liabilities due within 885,299,947.83 455,840,675.34 one year Other current liabilities Total current liabilities 6,292,516,933.02 5,528,560,122.74 Non-current liabilities: Insurance contract reserve Long-term loans 808,001,382.82 1,885,556,557.83 Bonds payable Including: Preferred stock Perpetual capital securities Lease liability Long-term account payable 4,623,939,875.40 4,368,213,445.33 Long-term wages payable 152,746,225.21 135,224,119.11 Accrual liability Deferred income 109,423,070.21 118,279,868.16 Deferred income tax liabilities 232,789,494.25 56,819,008.96 Other non-current liabilities Total non-current liabilities 5,926,900,047.89 6,564,092,999.39 Total liabilities 12,219,416,980.91 12,092,653,122.13 Owner’s equity: Share capital 400,000,000.00 400,000,000.00 79 Shandong Airlines Co., Ltd. Annual Report 2019 Other equity instrument Including: Preferred stock Perpetual capital securities Capital public reserve 75,410,363.70 75,410,363.70 Less: Inventory shares Other comprehensive income 570,487,739.92 149,300,488.94 Reasonable reserve Surplus public reserve 538,773,444.97 503,999,977.58 Provision of general risk Retained profit 3,588,847,456.98 3,342,615,148.06 Total owner’ s equity attributable to 5,173,519,005.57 4,471,325,978.28 parent company Minority interests Total owner’ s equity 5,173,519,005.57 4,471,325,978.28 Total liabilities and owner’ s equity 17,392,935,986.48 16,563,979,100.41 Legal Representative: Sun Xiujiang Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Zhou Shoubin 2. Balance Sheet of Parent Company In RMB Item 2019-12-31 2018-12-31 Current assets: Monetary funds 563,534,831.81 804,583,812.57 Trading financial assets Financial assets measured by fair value and with variation reckoned into 90,488.17 current gains/losses Derivative financial assets Note receivable Account receivable 456,602,459.51 412,570,738.01 Receivable financing Accounts paid in advance 231,804,126.69 263,658,892.86 Other account receivable 237,966,773.59 239,078,612.04 Including: Interest receivable 80 Shandong Airlines Co., Ltd. Annual Report 2019 Dividend receivable Inventories 108,006,448.04 104,444,823.98 Contractual assets Assets held for sale Non-current assets maturing within one year Other current assets 169,612,615.24 236,057,827.36 Total current assets 1,767,527,254.88 2,060,485,194.99 Non-current assets: Debt investment Available-for-sale financial assets 310,842,965.35 Other debt investment Held-to-maturity investments Long-term receivables Long-term equity investments 144,101,285.43 144,101,285.43 Investment in other equity 874,728,633.32 instrument Other non-current financial assets Investment real estate Fixed assets 7,265,719,146.41 7,667,474,888.84 Construction in progress 5,479,071,703.01 4,790,300,972.13 Productive biological assets Oil and natural gas assets Right-of-use assets Intangible assets 100,681,207.47 102,375,769.20 Research and development costs Goodwill Long-term deferred expenses 657,569,167.99 572,919,885.06 Deferred income tax assets 1,104,641,386.20 913,510,618.39 Other non-current assets Total non-current assets 15,626,512,529.83 14,501,526,384.40 Total assets 17,394,039,784.71 16,562,011,579.39 Current liabilities Short-term borrowings 300,329,083.33 580,000,000.00 Trading financial liability 126,264.75 81 Shandong Airlines Co., Ltd. Annual Report 2019 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 402,996,891.30 Account payable 2,494,426,631.18 2,292,392,127.26 Accounts received in advance 935,722,229.11 785,082,130.23 Contractual liability Wage payable 539,824,147.52 532,617,252.72 Taxes payable 147,060,509.11 248,981,430.52 Other accounts payable 649,376,495.57 680,079,759.56 Including: Interest payable 10,428,894.80 Dividend payable 11,940.00 11,940.00 Liability held for sale Non-current liabilities due within 885,299,947.83 455,840,675.34 one year Other current liabilities Total current liabilities 6,355,162,199.70 5,574,993,375.63 Non-current liabilities: Long-term loans 808,001,382.82 1,885,556,557.83 Bonds payable Including: preferred stock Perpetual capital securities Lease liability Long-term account payable 4,623,939,875.40 4,368,213,445.33 Long term employee compensation 152,746,225.21 135,224,119.11 payable Accrued liabilities Deferred income 109,423,070.21 118,279,868.16 Deferred income tax liabilities 231,746,231.52 55,645,338.38 Other non-current liabilities Total non-current liabilities 5,925,856,785.16 6,562,919,328.81 Total liabilities 12,281,018,984.86 12,137,912,704.44 Owners’ equity: 82 Shandong Airlines Co., Ltd. Annual Report 2019 Share capital 400,000,000.00 400,000,000.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 86,911,168.71 86,911,168.71 Less: Inventory shares Other comprehensive income 570,487,739.92 149,300,488.94 Special reserve Surplus reserve 538,112,740.44 503,339,273.05 Retained profit 3,517,509,150.78 3,284,547,944.25 Total owner’s equity 5,113,020,799.85 4,424,098,874.95 Total liabilities and owner’s equity 17,394,039,784.71 16,562,011,579.39 Legal Representative: Sun Xiujiang Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Zhou Shoubin 3. Consolidated Profit Statement In RMB Item 2019 2018 I. Total operating income 18,990,415,024.88 18,765,953,326.74 Including: Operating income 18,990,415,024.88 18,765,953,326.74 Interest income Insurance gained Commission charge and commission income II. Total operating cost 18,719,010,870.08 18,603,860,257.96 Including: Operating cost 17,198,527,408.30 17,168,678,072.03 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve 83 Shandong Airlines Co., Ltd. Annual Report 2019 Bonus expense of guarantee slip Reinsurance expense Tax and extras 15,566,184.32 14,883,492.61 Sales expense 851,783,078.83 848,039,181.63 Administrative expense 482,684,059.23 428,763,602.19 R&D expense 22,442,549.67 20,646,996.66 Financial expense 148,007,589.73 122,848,912.84 Including: Interest 124,509,494.05 117,650,618.41 expenses Interest income 10,691,861.94 15,278,180.93 Add: other income 107,638,847.09 221,815,360.84 Investment income (Loss is 6,293,674.12 18,025,825.93 listed with “-”) Including: Investment income on affiliated company and joint venture The termination of income recognition for financial assets measured by amortized cost(Loss is listed with “-”) Exchange income (Loss is listed with “-”) Net exposure hedging income (Loss is listed with “-”) Income from change of fair -216,752.92 3,697,878.32 value (Loss is listed with “-”) Loss of credit impairment -2,937,990.94 (Loss is listed with “-”) Losses of devaluation of asset -4,469,223.84 -5,072,142.56 (Loss is listed with “-”) Income from assets disposal 116,645.48 26,528,980.99 (Loss is listed with “-”) 84 Shandong Airlines Co., Ltd. Annual Report 2019 III. Operating profit (Loss is listed with 377,829,353.79 427,088,972.30 “-”) Add: Non-operating income 106,408,051.60 38,380,646.96 Less: Non-operating expense 3,343,238.16 3,959,082.04 IV. Total profit (Loss is listed with “-”) 480,894,167.23 461,510,537.22 Less: Income tax expense 119,888,390.92 114,131,222.33 V. Net profit (Net loss is listed with “-”) 361,005,776.31 347,379,314.89 (i) Classify by business continuity 1.continuous operating net profit 361,005,776.31 347,379,314.89 (net loss listed with ‘-”) 2.termination of net profit (net loss listed with ‘-”) (ii) Classify by ownership 1.Net profit attributable to owner’s 361,005,776.31 347,379,314.89 of parent company 2.Minority shareholders’ gains and losses VI. Net after-tax of other comprehensive 61,700,929.17 -29,194,350.54 income Net after-tax of other comprehensive income attributable to owners of parent 61,700,929.17 -29,194,350.54 company (I) Other comprehensive income items which will not be reclassified 61,700,929.17 -9,293,000.00 subsequently to profit of loss 1.Changes of the defined -1,727,000.00 -9,293,000.00 benefit plans that re-measured 2.Other comprehensive income under equity method that cannot be transfer to gain/loss 3.Change of fair value of 63,427,929.17 investment in other equity instrument 4.Fair value change of enterprise's credit risk 85 Shandong Airlines Co., Ltd. Annual Report 2019 5. Other (ii) Other comprehensive income items which will be reclassified -19,901,350.54 subsequently to profit or loss 1.Other comprehensive income under equity method that can transfer to gain/loss 2.Change of fair value of other debt investment 3.gain/loss of fair value changes for available-for-sale financial -19,901,350.54 assets 4.Amount of financial assets re-classify to other comprehensive income 5.Gain/loss of held-to-maturity investments that re-classify to available-for-sale financial asset 6.Credit impairment provision for other debt investment 7.Cash flow hedging reserve 8.Translation differences arising on translation of foreign currency financial statements 9.Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 422,706,705.48 318,184,964.35 Total comprehensive income 422,706,705.48 318,184,964.35 attributable to owners of parent Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.9 0.87 (ii) Diluted earnings per share 0.9 0.87 Legal Representative: Sun Xiujiang Person in charge of Accounting Works: Xu Guojian 86 Shandong Airlines Co., Ltd. Annual Report 2019 Person in charge of Accounting Institution: Zhou Shoubin 4. Profit Statement of Parent Company In RMB Item 2019 2018 I. Operating income 18,962,765,329.89 18,735,517,367.52 Less: Operating cost 17,211,456,987.80 17,189,929,884.10 Taxes and surcharge 13,484,089.20 12,175,296.39 Sales expenses 848,969,881.93 844,010,110.57 Administration expenses 464,015,327.87 411,885,097.58 R&D expenses 22,442,549.67 20,646,996.66 Financial expenses 148,076,246.70 122,918,574.63 Including: interest 124,509,494.05 117,650,618.41 expenses Interest income 10,579,287.12 15,170,575.64 Add: other income 107,576,270.88 221,139,549.48 Investment income (Loss is 6,293,674.12 18,025,825.93 listed with “-”) Including: Investment income on affiliated Company and joint venture The termination of income recognition for financial assets measured by amortized cost (Loss is listed with “-”) Net exposure hedging income (Loss is listed with “-”) Changing income of fair -216,752.92 3,697,878.32 value (Loss is listed with “-”) Loss of credit impairment -2,871,828.27 (Loss is listed with “-”) Losses of devaluation of asset -4,469,223.84 -5,166,365.82 (Loss is listed with “-”) 87 Shandong Airlines Co., Ltd. Annual Report 2019 Income on disposal of assets 116,645.48 26,528,980.99 (Loss is listed with “-”) II. Operating profit (Loss is listed with 360,749,032.17 398,177,276.49 “-”) Add: Non-operating income 106,239,635.93 38,140,601.14 Less: Non-operating expense 3,300,015.44 3,959,082.04 III. Total Profit (Loss is listed with “-”) 463,688,652.66 432,358,795.59 Less: Income tax 115,953,978.74 106,931,619.66 IV. Net profit (Net loss is listed with 347,734,673.92 325,427,175.93 “-”) (i)continuous operating net profit 347,734,673.92 325,427,175.93 (net loss listed with ‘-”) (ii) termination of net profit (net loss listed with ‘-”) V. Net after-tax of other comprehensive 61,700,929.17 -29,194,350.54 income (I) Other comprehensive income items which will not be reclassified 61,700,929.17 -9,293,000.00 subsequently to profit of loss 1.Changes of the defined -1,727,000.00 -9,293,000.00 benefit plans that re-measured 2.Other comprehensive income under equity method that cannot be transfer to gain/loss 3.Change of fair value of 63,427,929.17 investment in other equity instrument 4.Fair value change of enterprise's credit risk 5. Other (II) Other comprehensive income items which will be reclassified -19,901,350.54 subsequently to profit or loss 1.Other comprehensive income under equity method that can transfer to gain/loss 2.Change of fair value of other debt investment 88 Shandong Airlines Co., Ltd. Annual Report 2019 3.gain/loss of fair value changes for available-for-sale financial -19,901,350.54 assets 4.Amount of financial assets re-classify to other comprehensive income 5.Gain/loss of held-to-maturity investments that re-classify to available-for-sale financial asset 6.Credit impairment provision for other debt investment 7.Cash flow hedging reserve 8.Translation differences arising on translation of foreign currency financial statements 9.Other VI. Total comprehensive income 409,435,603.09 296,232,825.39 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share Legal Representative: Sun Xiujiang Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Zhou Shoubin 5. Consolidated Cash Flow Statement In RMB Item 2019 2018 I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 20,647,602,531.11 20,807,163,753.99 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank 89 Shandong Airlines Co., Ltd. Annual Report 2019 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 Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Net cash received by agents in sale and purchase of securities Write-back of tax received 136,223,181.63 160,585,071.09 Other cash received concerning 226,860,833.30 451,507,473.74 operating activities Subtotal of cash inflow arising from 21,010,686,546.04 21,419,256,298.82 operating activities Cash paid for purchasing commodities and receiving labor 13,974,802,792.98 14,782,948,436.20 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Net increase of capital lent Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 3,214,582,261.75 3,127,969,349.97 Taxes paid 830,166,097.48 721,075,563.94 Other cash paid concerning 361,323,141.45 337,245,429.23 operating activities 90 Shandong Airlines Co., Ltd. Annual Report 2019 Subtotal of cash outflow arising from 18,380,874,293.66 18,969,238,779.34 operating activities Net cash flows arising from operating 2,629,812,252.38 2,450,017,519.48 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment 6,284,357.21 17,934,220.07 income Net cash received from disposal of fixed, intangible and other long-term 6,084,030.35 59,270,834.82 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 9,316.91 91,605.86 investing activities Subtotal of cash inflow from investing 12,377,704.47 77,296,660.75 activities Cash paid for purchasing fixed, 1,909,607,697.75 4,196,183,599.83 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from 110,832.50 490,295.22 subsidiaries and other units obtained Other cash paid concerning investing activities Subtotal of cash outflow from investing 1,909,718,530.25 4,196,673,895.05 activities Net cash flows arising from investing -1,897,340,825.78 -4,119,377,234.30 activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries 91 Shandong Airlines Co., Ltd. Annual Report 2019 Cash received from loans 890,000,000.00 1,784,385,239.67 Other cash received concerning 495,464,436.83 1,543,271,788.39 financing activities Subtotal of cash inflow from financing 1,385,464,436.83 3,327,657,028.06 activities Cash paid for settling debts 1,824,791,031.88 965,762,682.37 Cash paid for dividend and profit 173,707,282.61 171,267,798.35 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 367,299,836.44 273,646,123.68 financing activities Subtotal of cash outflow from financing 2,365,798,150.93 1,410,676,604.40 activities Net cash flows arising from financing -980,333,714.10 1,916,980,423.66 activities IV. Influence on cash and cash equivalents due to fluctuation in 5,863,249.10 49,654,474.95 exchange rate V. Net increase of cash and cash -241,999,038.40 297,275,183.79 equivalents Add: Balance of cash and cash 840,860,104.09 543,584,920.30 equivalents at the period -begin VI. Balance of cash and cash 598,861,065.69 840,860,104.09 equivalents at the period -end Legal Representative: Sun Xiujiang Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Zhou Shoubin 6. Cash Flow Statement of Parent Company In RMB Item 2019 2018 I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 20,604,455,339.52 20,757,159,181.82 services 92 Shandong Airlines Co., Ltd. Annual Report 2019 Write-back of tax received 136,223,181.63 160,585,071.09 Other cash received concerning 220,791,697.95 465,154,723.66 operating activities Subtotal of cash inflow arising from 20,961,470,219.10 21,382,898,976.57 operating activities Cash paid for purchasing commodities and receiving labor 14,033,321,787.89 14,869,671,425.31 service Cash paid to/for staff and workers 3,160,139,543.10 3,081,272,484.34 Taxes paid 814,335,271.26 701,248,455.48 Other cash paid concerning 324,257,252.74 306,064,682.62 operating activities Subtotal of cash outflow arising from 18,332,053,854.99 18,958,257,047.75 operating activities Net cash flows arising from operating 2,629,416,364.11 2,424,641,928.82 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment 6,284,357.21 17,934,220.07 income Net cash received from disposal of fixed, intangible and other long-term 6,084,030.35 59,270,834.82 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 18,633.82 91,605.86 investing activities Subtotal of cash inflow from investing 12,387,021.38 77,296,660.75 activities Cash paid for purchasing fixed, 1,908,271,068.75 4,179,715,750.42 intangible and other long-term assets Cash paid for investment Net cash received from 110,832.50 490,295.22 subsidiaries and other units obtained Other cash paid concerning investing activities 93 Shandong Airlines Co., Ltd. Annual Report 2019 Subtotal of cash outflow from investing 1,908,381,901.25 4,180,206,045.64 activities Net cash flows arising from investing -1,895,994,879.87 -4,102,909,384.89 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 890,000,000.00 1,784,385,239.67 Other cash received concerning 495,464,436.83 1,543,271,788.39 financing activities Subtotal of cash inflow from financing 1,385,464,436.83 3,327,657,028.06 activities Cash paid for settling debts 1,824,791,031.88 965,762,682.37 Cash paid for dividend and profit 173,707,282.61 171,267,798.35 distributing or interest paying Other cash paid concerning 367,299,836.44 273,646,123.68 financing activities Subtotal of cash outflow from financing 2,365,798,150.93 1,410,676,604.40 activities Net cash flows arising from financing -980,333,714.10 1,916,980,423.66 activities IV. Influence on cash and cash equivalents due to fluctuation in 5,863,249.10 49,654,474.95 exchange rate V. Net increase of cash and cash -241,048,980.76 288,367,442.54 equivalents Add: Balance of cash and cash 804,583,812.57 516,216,370.03 equivalents at the period -begin VI. Balance of cash and cash 563,534,831.81 804,583,812.57 equivalents at the period -end Legal Representative: Sun Xiujiang Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Zhou Shoubin 7. Statement of Changes in Owners’ Equity (Consolidated) This Period In RMB 94 Shandong Airlines Co., Ltd. Annual Report 2019 2019 Owners’ equity attributable to the parent Company Other equity instrument Other Minori Total Item Perpe Less: compr Provisi Share Reaso Surplu Retain ty owners tual Capital Invent ehensi on of Subtot capita Prefe nable s ed Other interes ’ capit reserve ory ve genera al l rred Other reserve reserve profit ts equity al shares incom l risk stock secur e ities I. Balance at the 400,0 75,410 149,30 503,99 3,342, 4,471, 4,471, end of the last 00,00 ,363.7 0,488. 9,977. 615,14 325,97 325,97 year 0.00 0 94 58 8.06 8.28 8.28 Add: 359,48 359,48 359,48 Changes of 6,321. 6,321. 6,321. accounting 81 81 81 policy Error correction of the last period Enterprise combine under the same control Other II. Balance at 400,0 75,410 508,78 503,99 3,342, 4,830, 4,830, the beginning of 00,00 ,363.7 6,810. 9,977. 615,14 812,30 812,30 this year 0.00 0 75 58 8.06 0.09 0.09 III. Increase/ Decrease in this 61,700 34,773 246,23 342,70 342,70 year (Decrease ,929.1 ,467.3 2,308. 6,705. 6,705. is listed with 7 9 92 48 48 “-”) (i) Total 61,700 361,00 422,70 422,70 comprehensive ,929.1 5,776. 6,705. 6,705. income 7 31 48 48 (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 95 Shandong Airlines Co., Ltd. Annual Report 2019 3. Amount reckoned into owners equity with share-based payment 4. Other 34,773 -114,7 -80,00 -80,00 (III) Profit ,467.3 73,467 0,000. 0,000. distribution 9 .39 00 00 1. Withdrawal 34,773 -34,77 of surplus ,467.3 3,467. reserves 9 39 2. Withdrawal of general risk provisions 3. Distribution -80,00 -80,00 -80,00 for owners (or 0,000. 0,000. 0,000. shareholders) 00 00 00 4. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4.Carry-over retained earnings from the defined benefit plans 5.Carry-over retained earnings from other comprehensive income 6. Other 96 Shandong Airlines Co., Ltd. Annual Report 2019 (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at 400,0 75,410 570,48 538,77 3,588, 5,173, 5,173, the end of the 00,00 ,363.7 7,739. 3,444. 847,45 519,00 519,00 report period 0.00 0 92 97 6.98 5.57 5.57 Last Period In RMB 2018 Owners’ equity attributable to the parent Company Other equity instrument Other Minorit Item Perp Less: compr Provisi Total Share Reaso Surplu Retain y etual Capital Invent ehensi on of Subtot owners’ capita Prefe nable s ed Other interest capit reserve ory ve genera al equity l rred Other reserve reserve profit s al shares incom l risk stock secur e ities I. Balance at 400,0 75,410 178,49 471,45 3,127, 4,253, 4,253,1 the end of the 00,00 ,363.7 4,839. 7,259. 778,55 141,01 41,013. last year 0.00 0 48 99 0.76 3.93 93 Add: Changes of accounting policy Error correction of the last period Enterprise combine under the same control Other II. Balance at 400,0 75,410 178,49 471,45 3,127, 4,253, 4,253,1 the beginning 00,00 ,363.7 4,839. 7,259. 778,55 141,01 41,013. of this year 0.00 0 48 99 0.76 3.93 93 97 Shandong Airlines Co., Ltd. Annual Report 2019 III. Increase/ Decrease in this -29,19 32,542 214,83 218,18 218,184 year (Decrease 4,350. ,717.5 6,597. 4,964. ,964.35 is listed with 54 9 30 35 “-”) (i) Total -29,19 347,37 318,18 318,184 comprehensive 4,350. 9,314. 4,964. ,964.35 income 54 89 35 (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other 32,542 -132,5 -100,0 -100,00 (III) Profit ,717.5 42,717 00,000 0,000.0 distribution 9 .59 .00 0 1. Withdrawal 32,542 -32,54 of surplus ,717.5 2,717. reserves 9 59 2. Withdrawal of general risk provisions 3. Distribution -100,0 -100,0 -100,00 for owners (or 00,000 00,000 0,000.0 shareholders) .00 .00 0 4. Other (IV) Carrying forward internal owners’ equity 98 Shandong Airlines Co., Ltd. Annual Report 2019 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4.Carry-over retained earnings from the defined benefit plans 5.Carry-over retained earnings from other comprehensive income 6. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at 400,0 75,410 149,30 503,99 3,342, 4,471, 4,471,3 the end of the 00,00 ,363.7 0,488. 9,977. 615,14 325,97 25,978. report period 0.00 0 94 58 8.06 8.28 28 Legal Representative: Sun Xiujiang Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Zhou Shoubin 8. Statement of Changes in Owners’ Equity (Parent Company) This Period In RMB 2019 Item Share Other equity instrument Capital Less: Other Reasona Surplus Retaine Other Total 99 Shandong Airlines Co., Ltd. Annual Report 2019 capital Perpet public Inventor compreh ble reserve d profit owners’ Preferr ual reserve y shares ensive reserve equity ed capital Other income stock securiti es I. Balance at the 400,00 86,911,1 149,300, 503,339, 3,284,5 4,424,098, end of the last 0,000.0 47,944. 68.71 488.94 273.05 874.95 year 0 25 Add: Changes of 359,486, 359,486,3 accounting 321.81 21.81 policy Error correction of the last period Other II. Balance at the 400,00 86,911,1 508,786, 503,339, 3,284,5 4,783,585, beginning of this 0,000.0 47,944. 68.71 810.75 273.05 196.76 year 0 25 III. Increase/ 232,96 Decrease in this 61,700,9 34,773,4 329,435,6 1,206.5 year (Decrease is 29.17 67.39 03.09 3 listed with “-”) (i) Total 347,73 61,700,9 409,435,6 comprehensive 4,673.9 29.17 03.09 income 2 (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other -114,77 (III) Profit 34,773,4 -80,000,00 3,467.3 distribution 67.39 0.00 9 100 Shandong Airlines Co., Ltd. Annual Report 2019 1. Withdrawal of 34,773,4 -34,773 surplus reserves 67.39 ,467.39 2. Distribution -80,000 -80,000,00 for owners (or ,000.00 0.00 shareholders) 3. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4.Carry-over retained earnings from the defined benefit plans 5.Carry-over retained earnings from other comprehensive income 6. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at 400,00 86,911,1 570,487, 538,112, 3,517,5 5,113,020, the end of the 0,000.0 09,150. 68.71 739.92 740.44 799.85 report period 0 78 Last period In RMB 2018 Item Share Other equity Capital Less: Other Reasonab Surplus Retained Total Other capital instrument public Inventor compre le reserve reserve profit owners’ 101 Shandong Airlines Co., Ltd. Annual Report 2019 Perpet reserve y shares hensive equity Preferr ual income ed capital Other stock securit ies I. Balance at the 400,00 86,911,1 178,494 470,796 3,091,663 4,227,866,0 end of the last 0,000. 68.71 ,839.48 ,555.46 ,485.91 49.56 year 00 Add: Changes of accounting policy Error correction of the last period Other II. Balance at 400,00 86,911,1 178,494 470,796 3,091,663 4,227,866,0 the beginning 0,000. 68.71 ,839.48 ,555.46 ,485.91 49.56 of this year 00 III. Increase/ Decrease in this -29,194, 32,542, 192,884,4 196,232,82 year (Decrease 350.54 717.59 58.34 5.39 is listed with “-”) (i) Total -29,194, 325,427,1 296,232,82 comprehensive 350.54 75.93 5.39 income (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other (III) Profit 32,542, -132,542, -100,000,00 distribution 717.59 717.59 0.00 102 Shandong Airlines Co., Ltd. Annual Report 2019 1. Withdrawal 32,542, -32,542,7 of surplus 717.59 17.59 reserves 2. Distribution -100,000, -100,000,00 for owners (or 000.00 0.00 shareholders) 3. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4.Carry-over retained earnings from the defined benefit plans 5.Carry-over retained earnings from other comprehensive income 6. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at 400,00 86,911,1 149,300 503,339 3,284,547 4,424,098,8 the end of the 0,000. 68.71 ,488.94 ,273.05 ,944.25 74.95 report period 00 Legal Representative: Sun Xiujiang Person in charge of Accounting Works: Xu Guojian Person in charge of Accounting Institution: Zhou Shoubin 103 Shandong Airlines Co., Ltd. Annual Report 2019 Shandong Airlines Co., Ltd. Notes to the Financial Statements for the Year Ended 31 December 2019 (All amounts are expressed in CNY unless otherwise stated) Note 1 BASIC INFORMATION ABOUT THE COMPANY 1.1 Corporation Information 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 29 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 25 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 26 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 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 28 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 2000; and, the Company was listed on the Shenzhen Stock Exchange on September 12 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 28 2004 authorized 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, authorized China Aviation Group to transfer the state-owned corporate shares received from SDA Group to Air China Co., Ltd. (hereafter, Air China). As so provided in GuoZiChanQuan[2004]No.956, the rights and obligation attributable to China Aviation Group as specified in the Agreement of Share Transfer shall be afforded by Air China. The change of share ownership was registered at the China Securities Depository and Clearing Corporation Limited Shenzhen Office by SDA Group and Air China on December 3 2004; And, 91,200,000 shares of the Company then became held by Air China. 104 Shandong Airlines Co., Ltd. Annual Report 2019 Legal representative of the Company: SUN, Xiujiang Place of registration: Shandong Jinan Yaoqiang International Airport Address of headquarter: Shandong Airlines Centre, 5746 – East 2nd Ring Road, Jinan, Shandong The main operating activities of the Company include: 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; inter-airline agenting, and principal operation related ground services; sales of airborne material and equipment, grocery, food, health food, art work, souvenir, etc.; retailing of tobacco products (limited to Qingdao Red-Crowned Crane Hotel); lease of airborne material and equipment; venue rental, private house rental, business services, hotel accommodation agents and ticket agents; 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 , license requirements, which are restricted to obtain permission before the operation)(the project that subjects to the approval in accordance with the law, can carry out business activities only after the approval of the relevant departments to carry out business activities). The Company and the subsidiaries mainly operate in the industry of air transportation. Financial Statement Approval Reporting Date: The financial statements were approved for publication by the board of directors of the Company on 26 March 2020. 1.2 Scope and Changes of Consolidation The scope of consolidation includes 4 subsidiaries in total. There is no change in the scope of consolidation compared to last financial year. For details of the subsidiaries, please refer to Note 7 INTEREST IN OTHER ENTITIES. Note 2 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 2.1 Basis forPreparation The financial statements of company have been prepared on 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 (Ministry of Finance issued order No.33, the Ministry of Finance revised order No.76) on February 15 2006, and revised Accounting Standards (order 42 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 (2014 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. Held-for-sale non-current assets are measured at the lower of its book value at its classification date and fair value minus expected disposal costs. Where assets are impaired, provisions for asset impairment are made in accordance with relevant requirements. 2.2 Going Concern The Company has assessed its ability to continually operate for the next twelve months from the end of the reporting period, and no matters that may result in doubt on its ability as a going concern were noted. Therefore, it is reasonable for the Company to prepare financial statements on the going concern basis. Note 3 SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES The Company and subsidiaries are principally engaged in air transportation. The Company and subsidiaries formulate a 105 Shandong Airlines Co., Ltd. Annual Report 2019 number of specific accounting policies and accounting estimates for the revenue recognition and other transactions in accordance with the actual features of production and management, and the relevant provisions of the Accounting Standards. See Note 3.22 “Revenue” for the description. For description of significant accounting judgments and estimates made by management, see Note 3.29 “Significant accounting judgements and estimates”.The business not mentioned is carried out in accordance with the relevant accounting policies in Enterprise Accounting Standards. 3.1 Statement of Compliance with The Accounting Standards for Business Enterprises 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 2019. In addition, the financial statements of the Company comply, in all material respects, with the revised disclosing requirements for financial statements and the Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial Reports (2014 Revision) issued by China Securities Regulatory Commission (CSRC) in 2014. 3.2 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. 3.3 Operating Cycle Normal business cycle is realized by the Company in cash or cash equivalents from the purchase of assets for processing until. The Company has a 12 -month operating cycle, and its assets and liabilities as liquidity criteria for the classification. 3.4 Functional Currency 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. 3.5 Accounting Treatment of Business Combinations Under and Not Under Common Control 3.5.1 Business Combinations 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 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. 3.5.2 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 106 Shandong Airlines Co., Ltd. Annual Report 2019 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 adjusted. 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 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. For a business combination not involving enterprise under common control, which achieved in stages that involves multiple exchange transactions, according to “The notice of the Ministry of Finance on the issuance of Accounting Standards Interpretation No. 5” (CaiKuai [2012] No. 19) and Article 51 of “Accounting Standards for Business Enterprises No.33 - Consolidated Financial Statements” on the “package deal” criterion (see Note 3.6.2), to judge the multiple transactions whether they are the "package deal". If it belongs to the “package deal” in reference to the preceding paragraphs of this section and the Notes 3.14 “Long-term equity investments” accounting treatment, if it does not belong to the “package deal” to distinguish the individual financial statements and the consolidated financial statements related to the accounting treatment: In the individual financial statements, the total value of the book value of the acquiree's equity investment before the acquisition date and the cost of new investment at the acquisition date, as the initial cost of the investment, the acquiree's equity investment before the acquisition date involved in other comprehensive income, in the disposal of the investment will be in other comprehensive income associated with the use of infrastructure and the acquiree directly related to the disposal of assets or liabilities of the same accounting treatment (that is, except in accordance with the equity method of accounting in the defined benefit plan acquiree is remeasured net changes in net assets or liabilities other than in the corresponding share of the lead, and the rest into the current investment income). In the combination financial statements, 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 previously-held equity interest in the acquiree involved in other comprehensive 107 Shandong Airlines Co., Ltd. Annual Report 2019 income and other comprehensive income associated with the purchase of the foundation should be used party directly related to the disposal of assets or liabilities of the same accounting treatment (that is, except in accordance with the equity method of accounting in the acquiree is remeasured defined benefit plans other than changes in net liabilities or net assets due to a corresponding share of the rest of the acquisition date into current investment income). 3.5.3 Treatment of Business Combination Related Costs The intermediary costs such as audit, legal services and valuation consulting and other related management costs that are directly attributable to the business combination shall be charged in profit or loss in the period in which they are incurred. The costs to issue equity or debt securities for the consideration of business combination shall be recorded as a part of the value of the respect equity or debt securities upon initial recognition. 3.6Method of Preparing the Consolidated Financial Statements 3.6.1 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 entity under the control of the Company. Once the change in the relevant facts and circumstances leading to the definition of the relevant elements involved in the control of the change, the Company will be re-evaluated. 3.6.2 Method of Preparing 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 and a party being absorbed in a merger by absorption 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. 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 108 Shandong Airlines Co., Ltd. Annual Report 2019 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’/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. Other comprehensive income related to the former subsidiary's equity investment, using the foundation and the acquiree directly related to the disposal of the same assets or liabilities are accounted when the control is lost( ie, in addition to the former subsidiary is remeasured at the net defined benefit plan or changes in net assets and liabilities resulting from, the rest are transferred to the current investment income). 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 3.14 “Long-term equity investments” and Note 3.10 “Financial instruments” for details. The Company through multiple transactions step deal with disposal of the subsidiary's equity investment until the loss of control, need to distinguish between equity until the disposal of a subsidiary's loss of control over whether the transaction is package deal. Terms of the transaction disposition of equity investment in a subsidiary, subject to the following conditions and the economic impact of one or more of cases, usually indicates that several transactions should be accounted for as a package deal:① these transactions are considered simultaneously, or in the case of mutual influence made, ② these transactions as a whole in order to achieve a complete business results; ③ the occurrence of a transaction depends on occurs at least one other transaction; ④ a transaction look alone is not economical, but when considered together with other transaction is economical. If they does not belong to the package deal, each of them separately, as the case of a transaction in accordance with “without losing control over the disposal of a subsidiary part of a long-term equity investments”(see Note 3.14)) and “due to the disposal of certain equity investments or other reasons lost control of a subsidiary of the original” (see previous paragraph) principles applicable accounting treatment. Until the disposal of the equity investment loss of control of a subsidiary of the transactions belonging to the package deal, the transaction will be used as a disposal of a subsidiary and the loss of control of the transaction. However, before losing control of the price of each disposal entitled to share in the net assets of the subsidiary 's investment corresponding to the difference between the disposal, recognized in the consolidated financial statements as other comprehensive income, loss of control over the transferred together with the loss of control or loss in the period. 3.7 Classification of Joint Arrangements and Accounting for Joint Operation A joint arrangement is an arrangement of which two or more parties have joint control. A joint arrangement is either a joint operation or a joint venture, depending of the rights and obligation of the Company in the joint arrangement. A joint operation is a joint arrangement whereby the Company has rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the Company has rights to the net assets of the arrangement. The Company accounts for joint ventures using the equity method, see Note 3.14 for details. The Company, a joint operator, recognizes in relation to its interest in a joint operation:(a)its assets, including its share of any assets held jointly;(b)its liabilities, including its share of any liabilities incurred jointly;(c)its revenue from the sale of its share of the output arising from the joint operation;(d)its share of the revenue from the sale of the output by the joint operation; and (e)its expenses, including its share of any expenses incurred jointly. When the Company enters into a transaction with a joint operation in which it is a joint operator, such as a sale or contribution of assets, the Company, prior to disposal of the assets to a third party by the joint operation, recognizes gains 109 Shandong Airlines Co., Ltd. Annual Report 2019 and losses resulting from such a transaction only to the extent of the other parties' interests in the joint operation. When there is evidence of a reduction in the net realizable value of the assets to be sold or contributed to the joint operation, or of an impairment loss of those assets which is in line with provision stipulated by CAS 8, those losses are recognized fully by the Company. When there is evidence of a reduction in the net realizable value of the assets to be purchased or of an impairment loss of those assets, the Company shall recognize its share of those losses. 3.8 Cash and Cash Equivalents 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. 3.9 Foreign Currency Transactions and Translation of Foreign Currency Financial Statements 3.9.1 Determination of the Exchange Rate for Foreign Currency 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. 3.9.2 Translation of Monetary Items Denominated in Foreign Currency on the Balance Sheet Date 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 ①those 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, ②hedging 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, ③available-for-trade is recorded into profit or loss except for amortized cost. In the preparation of consolidated financial statements involving overseas operations, if there is a monetary item in foreign currency which essentially constitutes a net investment in overseas operation, the exchange difference arising from exchange rate fluctuation will be included in other comprehensive income. When disposal of overseas operations, it will be transferred to the current profit or loss. 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. 3.9.3 Translation of Foreign Currency Financial Statements 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 110 Shandong Airlines Co., Ltd. Annual Report 2019 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. At the disposal of all of the Company's ownership interest in a foreign operation, or due to the disposal of part of the equity investment or other reasons, the loss of control over a foreign operation, the project owner's equity in the balance sheet listed under the relevant overseas operations attributable to statements of the parent company’s shareholders' equity of foreign currency translation differences, all transferred to the disposal of the income statement. At the disposal of part of the equity investment or other causes lower hold percentage overseas business interests, but does not lose control over a foreign operation, and disposal of the foreign operation section related to foreign currency translation differences attributable to minority interests, is not transferred to the income statement. At the disposal of a foreign operation as part of the equity joint venture or joint ventures, foreign currency financial statements of the foreign operation and the associated translation difference in proportion to dispose of the foreign operation into the disposal of the income statement. 3.10 Financial Instruments Effective at 1 January 2019 Financial instrument is any contract which gives rise to both a financial asset of one entity and a financial liability or equity instrument of another entity. 3.10.1 Recognition and Derecognition of Financial Instrument A financial asset or a financial liability should be recognized in the statement of financial position when, and only when, an entity becomes party to the contractual provisions of the instrument. A financial asset can only be derecognized when meets one of the following conditions: ①The rights to the contractual cash flows from a financial asset expire. ②The financial asset has been transferred and meets one of the following derecognition conditions. Financial liabilities (or part thereof) are derecognized only when the liability is extinguished—i.e., when the obligation specified in the contract is discharged or cancelled or expires. An exchange of the Company (borrower) and lender of debt instruments that carry significantly different terms or a substantial modification of the terms of an existing liability are both accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. If the contract terms of the original financial liability (or part of it) are changed substantially by the Company,the original financial liability shall be derecognizedand a new financial liability shall be recognized in accordance with the revised terms. Purchase or sale of financial assets in a regular-way shall be recognized and derecognized using trade date accounting. A regular-way purchase or sale of financial assets is a transaction under a contract whose terms require delivery of the asset within the time frame established generally by regulations or convention in the market place concerned. Trade date is the date at which the entity commits itself to purchase or sell an asset. 3.10.2 Classification and Measurement of Financial Assets Based on both the business model for managing the financial asset and the contractual cash flow characteristics of the financial asset,the Company classified its financial assets into: financial assets measured at amortized cost; financial assets measured at fair value through other comprehensive income (FVTOCI); financial assets measured at fair value through profit or loss (FVTPL). Financial assets shall be measured at initial recognition at fair value. For financial assets measured at FVTPL, transaction 111 Shandong Airlines Co., Ltd. Annual Report 2019 costs are recognized in current profit or loss. For financial assets not measured at FVTPL, transaction costs should be included in the initial measurement. Notes receivable or accounts receivable that arise from sales of goods or rendering of services are initially measured at the transaction price defined in the accounting standard of revenue where the transaction does not include a significant financing component. Subsequent measurement of financial assets will be based on their categories: ① Financial asset at amortized cost The financial asset at amortized cost category of classification applies when both the following conditions are met: the financial asset is held within the business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. These financial assets are subsequently measured at amortized cost by adopting the effective interest rate method. Any gain or loss arising from derecognition according to the amortization under effective interest rate method or impairment are recognized in current profit or loss. ② Financial asset at fair value through other comprehensive income (FVTOCI) The financial asset at FVTOCI category of classification applies when both the following conditions are met: the financial asset is held within the business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payment of principle and interest on the principal amount outstanding. All changes in fair value are recognized in other comprehensive income except for gain or loss arising from impairment or exchange differences, which should be recognized in current profit or loss. At derecognition, cumulative gain or loss previously recognized under OCI is reclassified to current profit or loss. However, interest income calculated based on the effective interest rate is included in current profit or loss. The Company make an irrevocable decision to designate part of non-trading equity instrument investments as measured at FVTOCI. All changes in fair value are recognized in other comprehensive income except for dividend income recognized in current profit or loss. At derecognition, cumulative gain or loss are reclassified to retained earnings. ③ Financial asset at fair value through profit or loss (FVTPL) Financial asset except for above mentioned financial asset at amortized cost or financial asset at fair value through other comprehensive income (FVTOCI), should be classified as financial asset at fair value through profit or loss (FVTPL). These financial assets should be subsequently measured at fair value. All the changes in fair value are included in current profit or loss. 3.10.3 Classification and Measurement of Financial Liabilities At initial recognition, financial liabilities are classified as financial liabilities measured at fair value through profit or loss (FVTPL) and other financial liabilities. For financial liabilities measured at FVTPL, related transaction costs are directly included in the current profit and loss, and transaction costs related to other financial liabilities are included in their initial recognition amounts. Subsequent measurement of financial assets will be based on the classification: ① Financial liabilities at fair value through profit or loss (FVTPL) Held-for-trading financial liabilities (including derivatives that are financial liabilities) and financial liabilities designated at FVTPL are classified as financial liabilities at FVTP. After initial recognition, any gain or loss (including interest expense) are recognized in current profit or loss except for those hedge accounting is applied. For financial liability that is designated as at FVTPL, changes in the fair value of the financial liability that is attributable to changes in the own credit risk of the issuer shall be presented in other comprehensive income. At derecognition, cumulative gain or loss previously recognized under OCI is reclassified to retained earnings. ②Other financial liabilities 112 Shandong Airlines Co., Ltd. Annual Report 2019 Other financial liabilities are classified as financial liabilities measured at amortized cost and subsequently measured at amortized cost, except for the transfer of financial assets that do not meet the conditions for derecognition or continuing involvement in the transferred financial assets, financial liabilities and financial guarantee contracts. Gains or losses arising from derecognition or amortization are included in the current profit and loss. 3.10.4 Impairment of Financial Instrument The Company shall recognize aloss allowance for financial assets measured at amortized cost, debt instrument investments measured at FVTOCI and lease receivable, mainly including notes receivable, accounts receivable, other receivables, debt investments, other debt instrument investments, long-term receivables. In addition, provision for impairment and credit losses for contract assets and some financial guarantee contracts are recognized in accordance with the accounting policies described in this section. ① Method for recognition of provision for impairment On the basis of expected credit losses, the Company accrues provision for impairment for the above items in accordance with its applicable expected credit loss measurement method (general method or simplified method) and recognizes credit impairment losses. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (ie all cash shortfalls), discounted at the original effective interest rate or credit- adjusted effective interest rate for purchased or originated credit-impaired financial assets. For purchased or originated credit-impaired financial assets, the Company has discounted these assets at the credit-adjusted effective interest rate. The general approach of measuring expected credit losses is that,at each reporting date, the Company shall access whether the credit risks for financial assets (including contract assets and other applicable items, the same below) have significantly increased since initial recognition.The Company shall measure the loss allowance at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. The company shall measure the loss allowance at an amount equal to 12-month expected credit losses if the credit risk on a financial instrument has not increased significantly since initial recognition. The Company shall consider all reasonable and supportable information, including that which is forward-looking during the assessment of expected credit losses. For the financial instrument with a credit risk at the reporting date, the Company shall measure the loss allowance at an amount equal to 12-month expected credit loss based on whether the credit risk on that financial instrument has increased significantly since first initial recognition. ② Criteria for judging whether credit risk has increased significantly since initial recognition If the risk of default of a financial asset occurring over the expected life as at the reporting date has increased significantly comparing with the risk of a default of the financial asset as at the date of initial recognition, the credit risk of that financial asset has increased significantly. The Company shall use changes in the risk of a default occurring over the next 12 months to determine whether credit risk has increased significantly since initial recognition except for specific circumstances. ③ The determination of groups for assessment of expected credit risk on a group basis 113 Shandong Airlines Co., Ltd. Annual Report 2019 The Company shall individually assess credit risk for financial assets with significantly different credit risks, such as: amounts due from related parties; receivables that are in dispute with the other party or involve litigation or arbitration; receivables with obvious indications that the debtor is likely to be unable to fulfill its repayment obligation. The Company shall divide financial assets into different groupsbased on common risk characteristics and evaluate the credit risk on a group basis, except for financial assets that are individually assessed for credit risk. ④ Accounting treatment for financial asset impairment At the reporting date, the Company shall calculate the expected credit losses for each financial asset. If the expected credit loss is greater that the carrying amount of current impairment reserve, the difference shall be recognized as an impairment loss; if if is less than the carrying amount of current impairment reserve, the difference shall be recognized as an impairment gain. ⑤ Method for determining credit losses of each financial assets a. Notes receivable The Company shall measure the credit loss for notes receivable at an amount equal to the lifetime expected credit losses. Based on the credit risk characteristics of notes receivable, it is divided into different groups: Item Characteristics of the group Banker’s acceptable bill Acceptor who is a bank with less credit risk b. Accounts receivable and contract assets For accounts receivable and contract assets without the existence of a significant financing component, the Company shall measure the loss allowance at the amount equal to the lifetime expected credit losses. For accounts receivable, contract assets and lease receivable with the existence of a significant financing component, the Company chooses to always measure its losses allowance at the amount equal to the lifetime expected credit losses. Except for accounts receivable and contract assets which are individually assessed for credit risk, accounts receivable and contract assets shall be divided into different groups based on its credit risk characteristics: Item Characteristics of the group Amounts due from the clearing center The receivables are due from the clearingcenter. Amounts due from the aviation association The receivables are due from the aviation association. The receivables are business operating receivables due from related Amounts due from related parties parties. The receivables are business operating receivables which are not Other receivables included in the above categories. c. Other receivables Based on whether the credit risk of other receivables has increased significantly since initial recognition, the Company measure the loss allowance at the amount equal to the next 12 month or the lifetime expected loss. Except for other receivables which are individually assessed for credit risk, other receivables shall be divided into different groups based on its credit risk characteristics: Item Characteristics of the group Deposits receivable The receivables are deposits receivablein daily activities. The receivables are receivables due from related parties in daily Amounts due from related parties activities. Other receivables The receivables are other receivables in daily activities. d. Debt investment Debt investment mainly accounts for bond investments measured at amortized cost.Based on whether its credit risk has 114 Shandong Airlines Co., Ltd. Annual Report 2019 increased significantly since initial recognition, the Company uses the amount equivalent to expected credit losses within the next 12 months or the entire duration to measure impairment losses of debt investment. e. Other debt investment Other debt investments mainly include bond investments in bonds measured at fair value through other comprehensive income (FVTOCI). Based on whether its credit risk has increased significantly since initial recognition, the Company uses the amount equivalent to expected credit losses within the next 12 months or the entire duration to measure impairment losses of other debt investment. f. Long-term receivables (Except for accounts receivable and lease receivables that contain significant financing components) Based on whether its credit risk has increased significantly since initial recognition, the Company uses the amount equivalent to expected credit losses within the next 12 months or the entire duration to measure impairment losses of long-term receivables. 3.10.5 Transfer of Financial Assets 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 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. 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. 3.10.6 Offsetting Financial Assets and Financial Liabilities Financial assets and financial liabilities are generally presented separately in the balance sheet, and are not offset. However, a financial asset and a financial liability are offset and the net amount is presented in the balance sheet when both of the following conditions are satisfied: - The Company currently has a legally enforceable right to set off the recognized amounts. - The Company intends either to settle on a net basis, or to realise the financial asset and settle the financial liability simultaneously. 3.10.7 Determination of the Fair Value of Financial Assets and Financial Liabilities For the method of determining the fair value of financial assets and financial liabilities, please refer to Note 3.11 115 Shandong Airlines Co., Ltd. Annual Report 2019 3.11 Fair Value Measurement Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines fair value of the related assets and liabilities based on market value in the principal market, or in the absence of a principal market, in the most advantageous market price for the related asset or liability. The Company uses the assumptions that market participants would use when pricing the asset or liability to measure fair value of an asset or a liability, assuming that market participants act in their economic best interest. The principal market is the market in which transactions for an asset or liability take place with the greatest volume and frequency. The most advantageous market is the market which maximizes the value that could be received from selling the asset and minimizes the value which is needed to be paid in order to transfer a liability, considering the effect of transport costs and transaction costs both. If the active market of the financial asset or financial liability exists, the Company shall measure the fair value using the quoted price in the active market. If the active market of the financial instrument is not available, the Company shall measure the fair value using valuation techniques. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. ① Valuation techniques The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available. The valuation techniques used mainly refer to the prices used in recent market transactions between participants who are familiar with the situation and wiling to trade, and refer to the current fair values of other financial instruments, discounted cash flow method, and option pricing models that are substantially the same. The Company shall use valuation techniques consistent with one or more of those approaches to measure fair value. If multiple valuation techniques are used to measure fair value, the results shall be evaluated considering the reasonableness of the range of values indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances. When using the valuation technique, the Company shall give the priority to relevant observable inputs. The unobservable inputs can only be used when relevant observable inputs is not available or practically would not be obtained. Observable inputs refer to the information which is available from market and reflects the assumptions that market participants would use when pricing the asset or liability. Unobservable Inputs refer to the information which is not available from market and it has to be developed using the best information available in the circumstances from the assumptions that market participants would use when pricing the asset or liability. ② Fair value hierarchy To Company establishes a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to Level 1 inputs and second to the Level 2 inputs and the lowest priority to Level 3 inputs. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. 3.12 Inventory 3.12.1 Classification of Inventory The Company’s inventories mainly includes air materials and low-value consumables. 3.12.2 Measurement Method of Cost of Inventories Sold or Used Inventories are initially carried at the actual cost. The actual cost of inventories transferred out is assigned by using weighted average method. 116 Shandong Airlines Co., Ltd. Annual Report 2019 3.12.3 Inventory System The perpetual inventory system is adopted. The inventories should be counted at least once a year, and surplus or losses of inventory stocktaking shall be included in current profit and loss. 3.12.4 Provision for Impairment of Inventory Inventories are stated at the lower of cost and net realizable value. The excess of cost over net realizable value of the inventories is recognized as provision for impairment of inventory, andrecognized in current profit or loss. 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 declines in value is determined normally by the difference of the cost 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. 3.12.5 Amortization Method for Low-Value Consumables Low cost and short-lived consumable items are amortized using immediate write-off method; packaging materials are amortized using immediate write-off method. 3.13 Assets and Disposal Groups Held forSale The Company classify an asset or disposal group as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. Specific standards are as follows, which should be satisfied at the same time: the asset is immediately sellable at its current condition according to the practice; the Company has completed official decision to dispose the asset and has acquired firm purchasing commitments; and the sales will be completed within one year. The disposal group refers to a group of assets that are sold as a whole or disposed of in a transaction as a whole, and the liabilities directly related to those assets transferred in the transaction at the same time. If the assets group or asset group combination of the disposal group share the goodwill obtained in the business combination according to CAS 8 - Asset Impairment, and the disposal group shall include the goodwill allocated to the disposal group. Non-current assets held for sale and disposal group, which the Company's initial measurement or remeasurement on the date of the balance sheet divided into, if the book value is higher than the fair value deducting the sale cost, it’s book value will be written down to the fair value deducting the sale cost , in addition the reduced amount is recognized as impairment loss included in the current profits and losses, while accruing the provision for impairment of assets held for sale. For the disposal group, confirmed asset impairment losses, will reduce the book value of the goodwill of a disposal group first, then reduce the book value of the non-current assets proportionally applying to CAS 42 - Non-Current Assets Held For Sale, the Disposal group and Discontinued Operations (hereinafter referred to as the "held for sale rule"). With the fair value deducting the sale cost of the disposal assets held for sale increasing on the date of the balance sheet, the deducted amount should be recovered accordingly Within the relevant scope. The recovering amount is included in the profits and losses of the current period, and the book value is increased proportionally according to the proportion of the book value of the non-current assets stipulated in the rules for sale in addition to the goodwill in the disposal group. The deductible book value of goodwill and the asset impairment losses that are applied to the standards of assets for sale shall not be recovered before they are classified as holding assets for sale. Depreciation or amortization of non-current assets held for sale or disposal group are not raised. The interest of liabilities 117 Shandong Airlines Co., Ltd. Annual Report 2019 and other expenses in the disposal group held for sale will continue to be confirmed. When the non- current assets or disposal groups no longer meet the conditions of assets held for sale categories, the Company will no longer divide that into assets held for sale categories or will remove that from the disposal of non- current assets held for sale, and measured by the lower amount: (1) the book value before being classified as held for sale category, and adjusted of the depreciation, amortization or impairment according to the assumption not being classified as held for sale. (2) recoverable amount. 3.14 Long-Term Equity Investments Long-term equity investments refer to equity investments where an investor has control of, or significant influence over, an investee, as well as equity investments in joint ventures. Associates of the Company are those entities over which the Company has significant influence. 3.14.1 Determination Basis of Joint Control or Significant Influence Over the Investee Joint control is the relevant agreed sharing of control over an arrangement, and the arranged relevant activity must be decided under unanimous consent of the parties sharing control. In assessing whether the Company has joint control of an arrangement, the Company shall assess first whether all the parties, or a group of the parties, control the arrangement. When all the parties, or a group of the parties, considered collectively, are able to direct the activities of the arrangement, the parties control the arrangement collectively. Then the Company shall assess whether decisions about the relevant activities require the unanimous consent of the parties that collectively control the arrangement. If two or more groups of the parties could control the arrangement collectively, it shall not be assessed as have joint control of the arrangement. When assessing the joint control, the protective rights are not considered. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies. In determination of significant influence over an investee, the Company should consider not only the existing voting rights directly or indirectly held but also the effect of potential voting rights held by the Company and other entities that could be currently exercised or converted, including the effect of share warrants, share options and convertible corporate bonds that issued by the investee and could be converted in current period. If the Company holds, directly or indirectly 20% or more but less than 50% of the voting power of the investee, it is presumed that the Company has significant influence of the investee, unless it can be clearly demonstrated that in such circumstance, the Company cannot participate in the decision-making in the production and operating of the investee. 3.14.2 Determination of Initial Investment Cost (i) For long-term equity investments generated in business combination, the initial investment cost is determined in accordance with the following requirements: A. For a business combination involving enterprises under common control, if the Company makes payment in cash, transfers non-cash assets or bears liabilities as the consideration for the business combination, the share of carrying amount of the owners’ equity of the acquiree in the consolidated financial statements of the ultimate controlling party is recognized as the initial cost of the long-term equity investment on the combination date. The difference between the initial investment cost and the carrying amount of cash paid, non-cash assets transferred and liabilities assumed shall be adjusted against the capital reserve; if capital reserve is not enough to be offset, undistributed profit shall be offset in turn. B. For a business combination involving enterprises under common control, if the Company issues equity securities as the consideration for the business combination, the share of carrying amount of the owners’ equity of the acquiree in the consolidated financial statements of the ultimate controlling party is recognized as the initial cost of the long-term equity investment on the combination date. The total par value of the shares issued is recognized as the share capital. The difference between the initial investment cost and the carrying amount of the total par value of the shares issued shall be adjusted against the capital reserve; if capital reserve is not enough to be offset, undistributed profit shall be offset in turn. C. For business combination not under common control, the assets paid, liabilities incurred or assumed and the fair value of equity securities issued to obtain the control of the acquiree at the acquisition date shall be determined as the cost of the business combination and recognized as the initial cost of the long-term equity investment. The audit, legal, valuation and 118 Shandong Airlines Co., Ltd. Annual Report 2019 advisory fees, other intermediary fees, and other relevant general administrative costs incurred for the business combination, shall be recognized in profit or loss as incurred. (ii) For long-term equity investments acquired not through the business combination, the investment cost shall be determined based on the following requirements: A. For long-term equity investments acquired by payments in cash, the initial cost is the actually paid purchase cost, including the expenses, taxes and other necessary expenditures directly related to the acquisition of long-term equity investments. B. For long-term equity investments acquired through issuance of equity securities, the initial cost is the fair value of the issued equity securities. C. For the long-term equity investments obtained through exchange of non-monetary assets, if the exchange has commercial substance, and the fair values of assets traded out and traded in can be measured reliably, the initial cost of long-term equity investment traded in with non-monetary assets are determined based on the fair values of the assets traded out together with relevant taxes. Difference between fair value and book value of the assets traded out is recorded in current profit or loss. If the exchange of non-monetary assets does not meet the above criterion, the book value of the assets traded out and relevant taxes are recognized as the initial investment cost. D. For long-term equity investment acquired through debt restructuring, the initial cost is determined based on the fair value of the equity obtained and the difference between initial investment cost and carrying amount of debts shall be recorded in current profit or loss. 3.14.3 Subsequent Measurement To be invested joint control (except constitute common operator) or long-term equity investments significant influence are accounted for using the equity method. In addition, the Company's financial statements using the cost method of accounting for long-term equity can exercise control over the investee. 1) Cost method 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 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. The carrying amount of a long-term equity investment measured using the equity method is adjusted by the Company's share of the investee's net profit and other comprehensive income, which is recognized as investment income and other comprehensive income respectively. The carrying amount of a long-term equity investment measured using the equity method is reduced by profit distribution or cash dividends announced by the investee. The carrying amount of a long-term equity investment measured using the equity method is also adjusted by the investee's equity movement other than net profit, other comprehensive income and profit distribution, which is adjusted to capital reserves. The net profit of the investee is adjusted by the fair value of the investee's identifiable assets as at acquisition. The financial statements and hence the net profit and other comprehensive income of an investee which does not adopt accounting policies or accounting period uniform with the Company is adjusted by the Company's accounting policies and accounting period. The Company's share of unrealized profit or loss arising from related party transactions between the Company and an associate or joint venture is deducted from investment income. Unrealized loss arising from related party transactions between the Company and an associate or joint venture which is associated with asset impairment is not adjusted. Where assets transferred to an associate or joint venture which form part of the Company's investment in the investee but which does not enable the Company obtain control over the investee, the cost of the additional investment acquired is measured at the fair 119 Shandong Airlines Co., Ltd. Annual Report 2019 value of assets transferred and the difference between the cost of the additional investment and the book value of the assets transferred is recognized in profit or loss. Where assets transferred to an associate or joint venture form an operation, the difference between the consideration received and the book value of the assets transferred in recognized in profit or loss. Where assets transferred from an associate or joint venture form an operation, the transaction is accounted for in accordance with CAS 20 - Business Combination, any gain or loss is recognized in profit or loss. The Company's share of an investee's net loss is limited by the sum of the book value of the long-term equity investment and other net long-term investments in the investees. Where the Company has obligation to share additional net loss of the investee, the estimated share of loss recognized as accrued liabilities and investment loss. Where the Company has unrecognized share of loss of the investee when the investee generates net profit, the Company's unrecognized share of loss is reduced by the Company's share of net profit and when the Company's unrecognized share or loss is eliminated in full, the Company's share of net profit, if any, is recognized as investment income. 3.14.4 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. 3.14.5 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 3.6.2 applies. For disposal of long-term equity investments in any situation other than the fore-mentioned situation, the difference between the book value of the investment disposed and the consideration received is recognized in profit or loss. Where a long-term equity investment is measured by the equity method both before and after part disposal of the investment, cumulative other comprehensive income relevant to the investment recognized prior to the acquisition is treated in the same manner that the investee disposes the relevant assets or liabilities proportionate to the disposal. The investee's equity movement other than net profit, other comprehensive income and profit distribution is recognized in profit or loss proportionate to the disposal. Where a long-term equity investment is measured at cost both before and after part disposal of the investment, cumulative other comprehensive income relevant to the investment recognized, as a result of accounting by equity method or recognition and measurement principles applicable to financial instruments, prior to the Company's acquisition of control over the investee is treated in the same manner that the investee disposes the relevant assets or liabilities and recognized in profit or loss proportionate to the disposal. The investee's equity movement other than net profit, other comprehensive income and profit distribution, as a result of accounting by equity method, is recognized in profit or loss proportionate to the disposal. Where the Company's control over an investee is lost due to partial disposal of investment in the investee and the Company continues to have significant influence over the investee after the partial disposal, the investment in measured by the equity method in the Company's separate financial statements; where the Company's control over an investee is lost due to partial disposal of investment in the investee and the Company ceases to have significant influence over the investee after the partial disposal, the investment in measured in accordance with the recognition and measurement principles applicable to financial instruments in the Company's separate financial statements and the difference between the fair value and the book value of the remaining investment at the date of loss of control is recognized in profit or loss. Cumulative other comprehensive income relevant to the investment recognized, as a result of accounting by equity method or recognition and measurement principles applicable to financial instruments, prior to the Company's acquisition of control over the investee is treated in the same manner that the investee disposes the relevant assets or liabilities on the date of loss of control. The investee's equity movement other than net profit, other comprehensive income and profit distribution, as a 120 Shandong Airlines Co., Ltd. Annual Report 2019 result of accounting by equity method, is recognized in profit or loss when control is lost. Where the remaining investment is measured by equity method, the fore-mentioned other comprehensive income and other equity movement are recognized in profit or loss proportionate to the disposal; Where the remaining investment is measured in accordance with the recognition and measurement principles applicable to financial instruments, the fore-mentioned other comprehensive income and other equity movement are recognized in profit or loss in full. Where the Company's joint control or significant influence over an investee is lost due to partial disposal of investment in the investee, the remaining investment in the investee is measured in accordance with the recognition and measurement principles applicable to financial instruments, the difference between the fair value and the book value of the remaining investment at the date of loss of joint control or significant influence is recognized in profit or loss.Cumulative other comprehensive income relevant to the investment recognized, as a result of accounting by equity method, prior to the partial disposal is treated in the same manner that the investee disposes the relevant assets or liabilities on the date of loss of joint control or significant influence. The investee's equity movement other than net profit, other comprehensive income and profit distribution is recognized in profit or loss when joint control or significant influence is lost. Where the Company's control over an investee is lost through multiple disposals and the multiple disposals shall be viewed as one single transaction, the multiple disposals is accounted for one single transaction which result in the Company's loss of control over the investee. Each difference between the consideration received and the book value of the investment disposed is recognized in other comprehensive income and reclassified in full to profit or loss at the time when control over the investee is lost. 3.15 Fixed Assets Fixed assets refer to the tangible assets with higher unit price held for the purpose of producing commodities, rendering services, renting or business management with useful lives exceeding one year. 3.15.1 Recognition Criteria Fixed assets will only be recognized at the actual cost paid when obtaining as all the following criteria are satisfied: (i) It is probable that the economic benefits relating to the fixed assets will flow into the Company; (ii) The costs of the fixed assets can be measured reliably. Subsequent expenditure for fixed assets shall be recorded in cost of fixed assets, if recognition criteria of fixed assets are satisfied, otherwise the expenditure shall be recorded in current profit or loss when incurred. 3.15.2 The Method for Depreciation of Each Category of Fixed Assets 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: Expected useful life Residual rate AnnualDepreciation rate Category (year) (%) (%) Houses and building 20-33 5.00 2.88-4.75 Key components and power support of 15-20 5.00 4.75-6.33 aircraft engine Replacement parts of engine 3-7 0.00 14.29-33.33 Equipment, electronic devices and 4-10 5.00 9.5-23.75 furniture High value rotables 15-18 0.00 5.56-6.67 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. 3.15.3 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 121 Shandong Airlines Co., Ltd. Annual Report 2019 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. 3.15.4 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. 3.16 Construction inProgress 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 3.19 “Impairment of long-term assets”. 3.17 Borrowing Costs 3.17.1 Recognition Criteria and Period for Capitalization of Borrowing Costs The Company shall capitalize the borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets when meet the following conditions: (i) Expenditures for the asset are being incurred; (ii) Borrowing costs are being incurred, and; (iii) Acquisition, construction or production activities that are necessary to prepare the assets for their intended use or sale are in progress. Other borrowing cost, discounts or premiums on borrowings and exchange differences on foreign currency borrowings shall be recognized into current profit or loss when incurred. Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is interrupted abnormally and the interruption is for a continuous period of more than 3 months. Capitalization of such borrowing costs ceases when the qualifying assets being acquired, constructed or produced become ready for their intended use or sale. The expenditure incurred subsequently shall be recognized as expenses when incurred. 3.17.2 Calculation Method for Capitalization Rate and Measurement of Capitalized Amounts of Borrowing Costs When funds are borrowed specifically for purchase, construction or manufacturing of assets eligible for capitalization, the Company shall determine the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the period less any interest income on bank deposit or investment income on the temporary investment of those borrowings. Where funds allocated for purchase, construction or manufacturing of assets eligible for capitalization are part of a general borrowing, the eligible amounts are determined by the weighted-average of the cumulative capital expenditures in excess of the specific borrowing multiplied by the general borrowing capitalization rate. The capitalization rate will be the weighted average of the borrowing costs applicable to the general borrowing. During the capitalization period, the exchange differences of foreign currency funds specifically borrowed are fully 122 Shandong Airlines Co., Ltd. Annual Report 2019 capitalized; the exchange differences of foreign currency general borrowings are included in the current profit and loss. 3.18 Intangible Assets 3.18.1 Intangible Assets 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. 3.18.2 The Expenditure of Research and Development The expenditures for its internal research and development projects of the Company shall be classified into research and development expenditures. The research expenditures shall be recorded into the profits and losses of the current period when they are incurred. Development expenditures in internal research and development projects shall be recognized as intangible assets where they satisfy all of the following conditions: ①Technical feasibility of completing the intangible asset so that it will be available for use or sale; ②Intention to complete the intangible asset and use or sell it; ③How the intangible asset will generate economic benefits, including the ability to demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; ④Availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; ⑤Ability to measure reliably the expenditure that is attributable to the intangible asset during its development. The expenses which cannot be distinguished between research and development stage, shall be recorded into the profit or loss for the current period. 3.18.3 Impairment Testing Methods and Recognition of Provision for Impairment of Intangible Assets Impairment and provisions of intangible assets are disclosed on Note 3.19 “Impairment of long-term assets”. 3.19 Impairment of Long-Term 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 method and long-term equity investment on subsidiaries, joint operations. The Company assesses whether there are any indicators of impairment for all non-financial assets at the 123 Shandong Airlines Co., Ltd. Annual Report 2019 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 asset impairment is recognized, the recoverable part cannot be reserved in the subsequent periods. 3.20 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. 3.21 Employee Benefits The employee benefits of the company include short-term employee benefits, post-employment benefits, termination benefits and other long-term employee benefits: Short-term employee benefits include wages, bonuses, allowances and subsidies, welfare, health insurance, maternity insurance, work injury insurance, housing funds, labor union funds, employee education funds, non-monetary benefits etc. Short-term employee benefits are recognized as liabilities and profit or loss account or the costs associated with the asset during the accounting period when employees actually provide services. The non -monetary benefits are measured at fair value. Post-employment benefits include defined contribution plans and defined benefit plans. Defined contribution plan which includes the basic pension, unemployment insurance and annuities shall be recognized as cost of related assets or profit or loss. Projected unit credit cost method (“PUC”) was used by independent actuaries engaged by the Company to determine the present value of the defined benefit obligations with unbiased and consistent actuarial assumptions regarding population variables and financial variables. Defined benefit obligation was presented with the present value and the related current service cost was accounted into current profit or loss. When the Company terminates the labor relationship with employees prior to the employment contracts, or encourages employees to accept voluntary redundancy compensation proposals in this company, a provision shall be recognized for the compensation arising from the termination of employment relationship with employees at the time when the Company cannot unilaterally withdraw layoff proposal termination benefits provided due to termination of employment, or the company ensures the costs related to the payment for termination benefits related to the restructuring, which one is early 124 Shandong Airlines Co., Ltd. Annual Report 2019 to confirm employee benefits liabilities, and recorded as profit or loss. However, if termination benefits cannot be fully paid after twelve months of the reporting date, the liability shall be processed in accordance with other long-term employee benefits. Retirement plan adopts the same principles as the termination benefits. The salaries and insurance to be paid from the date when employees stop providing services to the date of normal retirement shall be recognized in profit or loss (termination benefits) when satisfying the requirements of a provision. Other long-term employee benefits provided by the Company to employees that is in line with defined contribution plans shall adopt the accounting treatment in accordance with defined contribution plans, otherwise the accounting treatment of defined benefit plans. 3.22. Revenue 3.22.1 Revenue from Rendering of Service ①The Company recognize 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 recognized in current liabilities as Advance from customers. If service is rendered through code sharing, revenue arising from the service provision is apportioned amongst parties to the code sharing agreement. The revenue arising from code sharing is also recognized when the service is rendered. ② The Company recognize air cargo revenue from rendering of air service for carriage of cargo when the service is rendered ③ Revenue arising from other air service rendering is recognized when the service rendering is completed. 3.22.2 Royalty Revenue The revenue is recognized on an accrual basis according to the contract or agreement. 3.22.3 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. 3.23 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. Government grants obtained by the Company which are relevant to construction or acquisition of long-term assets are classified as asset-related government grants; all other government grants are classified as revenue-related government grants. For government grants without specified beneficiary, the Company performs classification in accordance with the following criteria. ① Where a grant is obtained for a specified project, the grant is spitted into asset-related and revenue related portions proportionate to the project's investment to expense ratio; the classification is reviewed on each balance sheet date and revised if necessary. ② Where a grant is obtained for general purpose, the grant as a whole is classified as a revenue-related government grant. 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. The Company's government subsidies are usually confirmed and measured by the actual amount when they are received. However, for the end of the period, if there are conclusive evidence that the relevant conditions can be meet of the financial support policy and financial support funds are expected to receive, it should be measured according to the amount receivable. The following conditions should be meet at the same time if the subsidies are measured by the amount 125 Shandong Airlines Co., Ltd. Annual Report 2019 receivable: (1) The amount of subsidy receivable has been confirmed by the document issued by the government departments, or could be reasonably estimated in accordance with the relevant provisions of its own official release of financial resources management approach, and the expected amount of a material uncertainty which does not exist; (2) It is based on the financial support project and financial management measures which is released officially by the local finance department with active publicity according to the provisions of the "Regulations on open government information". And the management measures should be inclusive (any enterprises complying with the conditions may apply for that ), rather than specifically for specific enterprises; (3) The relevant subsidy has a clear commitment to the allocation period, and guaranteed by corresponding financial budget, which can be received within the prescribed time limit with reasonable guarantee; (4) Other relevant conditions (if any) should be met in accordance with the specific circumstances of the company and the grant. 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 according to a systematic and reasonable method. 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. Government subsidies including both assets-related parts and income-related parts should be treated separately. If it is difficult to separate, the government subsidies as a whole will be classified as income-related government grants. The government subsidies related to daily activities of the Company are included in other income and gain and expenses in accordance with the essence of economic business; if it is not related to daily activities, it will be included in non-operating income and expense. 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 are other situations, the repayment is recognized immediately in profit or loss for the period. 3.24 Deferred Tax Assets and Deferred Tax Liabilities 3.24.1 Income Tax for the Current Period 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. 3.24.2 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. 126 Shandong Airlines Co., Ltd. Annual Report 2019 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 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 3.24.3 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 in other income and gain or equity and adjusted carrying value of deferred income tax goodwill arose from business combination. 3.24.4 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. 3.25 Operating Leases and 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. An operating lease is a lease other than a finance lease. 3.25.1 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 127 Shandong Airlines Co., Ltd. Annual Report 2019 recorded in the profit or loss of the period in which they actually arise. 3.25.1 The Company as Lessor Under Operating Lease Lease income from operating leases shall be recognized by the lessor 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. 3.25.3 The Company as Lessee Under Finance 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 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. 3.25.4 In the Case of the Lessor of a FinanceLease 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. 3.26 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 capitalization is capitalized when incurred and recognized 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 amortized on the basis of air hours over the lease period. 3.27 Changes in Major Accounting Policies and Accounting Estimates 3.27.1 Changes in Accounting Policies ① Implementation of the“Notice of Revising and Issuing the Format of Financial Statements of General Enterprises for 2019” (Caikuai [2019] No.6) On 30 April 2019,Ministry of Finance announced the “Notice of Revising and Issuing the Format of Financial Statements of General Enterprises for 2019” (Caikuai [2019] No.6). On 19 September 2019, the Ministry of Finance issued “Notice of Revising and Issuing the Format of Consolidated Financial Statements for 2019” (Caikuai [2019] No. 16), as a complement of the announcement Caikuai [2019] No. 6, and it made corresponding adjustments to the corporate financial statement format. The Company has prepared comparative financial statements in accordance with the requirement of Caikuai [2019]No. 6 and andCaikuai [2019] No. 16, and changed the presentation by retrospective adjustment method. 128 Shandong Airlines Co., Ltd. Annual Report 2019 The consolidated and separate balance sheet items affected as of 31 December 2018 are as follows: Influence on Consolidated Financial 31 December 2018 1 January 2019 Adjustment Statements Notes receivable and accounts receivable 413,726,456.71 -413,726,456.71 Accounts receivable 413,726,456.71 413,726,456.71 Notes payable and accounts payable 2,273,836,607.26 -2,273,836,607.26 Accounts payable 2,273,836,607.26 2,273,836,607.26 Influence on Financial Statements of Parent 31 December 2018 1 January 2019 Adjustment Company Notes receivable and accounts receivable 412,570,738.01 -412,570,738.01 Accounts receivable 412,570,738.01 412,570,738.01 Notes payable and accounts payable 2,292,392,127.26 -2,292,392,127.26 Accounts payable 2,292,392,127.26 2,292,392,127.26 ② Change due to the first-year adoption of new financial instruments standards. On March 3, 2017, the Ministry of Finance issued the “Chinese Accounting Standards for Business Enterprises No.22 - Determination and measurement of financial instruments (Revised in 2017” (Accounting [2017] No. 7), "Accounting Standards for Business Enterprises No. 23" Transfer of Financial Assets (Revised in 2017) (Accounting [2017] No. 8), "Accounting Standards for Business Enterprises No. 24 - Hedge Accounting (Revised in 2017)" (Accounting [2017] No. 9). On May 2 2017, the Ministry of Finance issued “Accounting Standards for Business Enterprises No. 37 – Financial Instruments Presentation (Revised in 2017)” (Accounting [2017] No. 14) (the above-mentioned guidelines are collectively referred to as the “New Financial Instruments Guidelines”), and domestic listed companies are required to implement it from 1 January 2019. After the resolution of the 4th meeting of the 6th Board of Directors of the Company on 21 March 2019, the Company will implement the above new financial instrument guidelines from 1 January 2019. All recognized financial assets under the new financial instrument criteria are subsequently measured at amortized cost or fair value. On the implementation date of the new financial instrument standard, the Company shall assess the facts and circumstances about the business model for managing the financial asset on the implementation date and the facts and circumstances about the contractual cash flow characteristics of the financial asset on the date of initial recognition, and classy its financial assets intothree categories: financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income (FVTOCI), and financial assets measured at fair value through profit or loss (FVTPL). In case of an equity instrument investment measured at fair value through other comprehensive income, when the financial asset is derecognized, the accumulated gain or loss previously recognized in other comprehensive income is transferred to retained earnings, rather than profit and loss. Under the new financial instrument standard, the Company accrues provision for impairment and recognizes credit losses for financial assets measured at amortized cost, debt instrument investments measured at FVTOCI, lease receivables, contract assets and the financial guarantee contract based on expected credit losses. The Company retrospective applies the new financial instrument guidelines, but in terms of classification and measurement (including impairment) involving inconsistency between the previous comparative financial statement data and the new 129 Shandong Airlines Co., Ltd. Annual Report 2019 financial instrument guidelines, the Company chooses not to restate. Therefore, for the cumulative impact on the first implementation of the guideline, the Company adjusts retained earnings or other comprehensive income of the opening of 2019 and other relevant items in the financial statement. The financial statements for 2018 were not restated. The main changes and effects of the Company's implementation of the new financial instrument guidelines are as follows: On or after 1 January 2019, the Company designated part of non-trading equity investment as financial assets measured at fair value through other comprehensive income, which disclosed as other equity instruments investment. The Company will reclassify financial assets measured at fair value through profit or loss into financial assets held for trading. 3.27.2 Changes of Accounting Estimates There is no significant change of accounting estimates for the Company during the reporting period. 3.27.3Adjustments of the Financial Statements at the Beginning of the Reporting Period for the First-Year Adoption of New Financial Instruments Standards Consolidated financial statements Unit: Yuan, Currency: CNY Items 31 December 2018 1 January 2019 Adjustment Current assets: Monetary funds 840,960,104.09 840,960,104.09 Deposit reservation for balance Lending to banks and other financial institutions Held-for-trading financial assets N/A 90,488.17 90,488.17 Financial assets at fair value through profit or 90,488.17 N/A -90,488.17 loss Derivative financial assets Notes receivable Accounts receivable 413,726,456.71 413,726,456.71 Accounts receivable financing N/A Prepayments 265,931,342.94 265,931,342.94 Premium receivable Reinsurance accounts receivable Reinsurance contract reserves receivable Other receivables 225,281,412.22 225,281,412.22 Including: Interests receivable Dividend receivable 130 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2018 1 January 2019 Adjustment Financial assets purchased under agreements to resell Inventories 105,625,519.42 105,625,519.42 Held-for-sale assets Non-current assets maturing within one year Other current assets 236,596,457.60 236,596,457.60 Total current assets 2,088,211,781.15 2,088,211,781.15 Non-current assets: Loans and advances Debt investments N/A Financial assets available for sale 310,842,965.35 N/A -310,842,965.35 Other debt investments N/A Held-to-maturity investments N/A Long-term receivables Long-term equity investments Other equity instrument investment N/A 790,158,061.10 790,158,061.10 Other non-current financial assets N/A Investment property Fixed assets 7,770,750,794.37 7,770,750,794.37 Construction in progress 4,790,300,972.13 4,790,300,972.13 Biological assets held for production Oil and gas assets Intangible assets 115,541,881.39 115,541,881.39 Development expenditure Goodwill 454,020.13 454,020.13 Deferred charges 573,645,342.64 573,645,342.64 Deferred tax assets 914,231,343.25 914,231,343.25 Other non-current assets Total non-current assets 14,475,767,319.26 14,955,082,415.01 479,315,095.75 131 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2018 1 January 2019 Adjustment Total assets 16,563,979,100.41 17,043,294,196.16 479,315,095.75 Current liabilities Short-term borrowings 580,000,000.00 580,000,000.00 Borrowing from the central bank Deposits from customers and interbank Borrowings from banks and other financial institutions Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable 2,273,836,607.26 2,273,836,607.26 Advance from customers 787,371,671.33 787,371,671.33 Selling of repurchased financial assets Fees and commissions payable Employee benefits payable 543,294,439.81 543,294,439.81 Taxes and fees payable 252,717,258.87 252,717,258.87 Other payables 635,499,470.13 635,499,470.13 Including: Interests payables 10,428,894.80 10,428,894.80 Dividend payables 602,306.96 602,306.96 Reinsurance payables Reinsurance payables Funds received as agent of stock exchange Funds received as stock underwrite Held-for-sale liabilities Non-current liabilities due within one year 455,840,675.34 455,840,675.34 Other current liabilities Total current liabilities 5,528,560,122.74 5,528,560,122.74 132 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2018 1 January 2019 Adjustment Non-current liabilities: Long-term borrowings 1,885,556,557.83 1,885,556,557.83 Bonds payable Including: Preference share Perpetual capital securities Long-term payables 4,368,213,445.33 4,368,213,445.33 Long-term employee benefits payable 135,224,119.11 135,224,119.11 Accrued liabilities Deferred income 118,279,868.16 118,279,868.16 Deferred tax liabilities 56,819,008.96 176,647,782.90 119,828,773.94 Other non-current liabilities Total non-current liabilities 6,564,092,999.39 6,683,921,773.33 119,828,773.94 Total liabilities 12,092,653,122.13 12,212,481,896.07 119,828,773.94 Shareholders' equity Share capital 400,000,000.00 400,000,000.00 Other equity instruments Including: Preference shares Perpetual capital securities Capital reserves 75,410,363.70 75,410,363.70 Less: Treasury stock Other comprehensive income 149,300,488.94 508,786,810.75 359,486,321.81 Specific reserves Surplus reserves 503,999,977.58 503,999,977.58 General risk reserves Retained earnings 3,342,615,148.06 3,342,615,148.06 Equity attributable to shareholders of the parent 4,471,325,978.28 4,830,812,300.09 359,486,321.81 Minority interests Total owners’ equity 4,471,325,978.28 4,830,812,300.09 359,486,321.81 Total liabilities and owners' equity 16,563,979,100.41 17,043,294,196.16 479,315,095.75 133 Shandong Airlines Co., Ltd. Annual Report 2019 Financial Statements of Parent Company Unit: Yuan Currency: CNY Items 31 December 2018 1 January 2019 Adjustment Current assets: Monetary funds 804,583,812.57 804,583,812.57 Held-for-trading financial assets N/A. 90,488.17 90,488.17 Financial assets at fair value through profit or 90,488.17 N/A -90,488.17 loss Derivative financial assets Notes receivable Accounts receivable 412,570,738.01 412,570,738.01 Accounts receivable financing N/A Prepayments 263,658,892.86 263,658,892.86 Other receivables 239,078,612.04 239,078,612.04 Including: Interests receivable Dividend receivable Inventories 104,444,823.98 104,444,823.98 Held-for-sale assets Non-current assets maturing within one year Other current assets 236,057,827.36 236,057,827.36 Total current assets 2,060,485,194.99 2,060,485,194.99 Non-current assets: Debt investments N/A Financial assets available for sale 310,842,965.35 N/A -310,842,965.35 Other debt investments N/A Held-to-maturity investments N/A Long-term receivables Long-term equity investments 144,101,285.43 144,101,285.43 Other equity instrument investment N/A 790,158,061.10 790,158,061.10 134 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2018 1 January 2019 Adjustment Other non-current financial assets N/A Investment property Fixed assets 7,667,474,888.84 7,667,474,888.84 Construction in progress 4,790,300,972.13 4,790,300,972.13 Biological assets held for production Oil and gas assets Intangible assets 102,375,769.20 102,375,769.20 Development expenditure Goodwill Deferred charges 572,919,885.06 572,919,885.06 Deferred tax assets 913,510,618.39 913,510,618.39 Other non-current assets Total non-current assets 14,501,526,384.40 14,980,841,480.15 479,315,095.75 Totalassets 16,562,011,579.39 17,041,326,675.14 479,315,095.75 Current liabilities: Short-term borrowings 580,000,000.00 580,000,000.00 Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable 2,292,392,127.26 2,292,392,127.26 Advance from customers 785,082,130.23 785,082,130.23 Employee benefits payable 532,617,252.72 532,617,252.72 Taxes and fees payable 248,981,430.52 248,981,430.52 Other payables 680,079,759.56 680,079,759.56 Including: Interests payables 10,428,894.80 10,428,894.80 Dividend payables 11,940.00 11,940.00 Held-for-sale liabilities 135 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2018 1 January 2019 Adjustment Non-current liabilities due within one year 455,840,675.34 455,840,675.34 Other current liabilities Total current liabilities 5,574,993,375.63 5,574,993,375.63 Non-current liabilities: Long-term borrowings 1,885,556,557.83 1,885,556,557.83 Bonds payable Including: Preference share Perpetual capital securities Long-term payables 4,368,213,445.33 4,368,213,445.33 Long-term employee benefits payable 135,224,119.11 135,224,119.11 Accrued liabilities Deferred income 118,279,868.16 118,279,868.16 Deferred tax liabilities 55,645,338.38 175,474,112.32 119,828,773.94 Other non-current liabilities Total non-current liabilities 6,562,919,328.81 6,682,748,102.75 119,828,773.94 Total liabilities 12,137,912,704.44 12,257,741,478.38 119,828,773.94 Shareholders' equity Share capital 400,000,000.00 400,000,000.00 Other equity instruments Including: Preference shares Perpetual capital securities Capital reserves 86,911,168.71 86,911,168.71 Less: Treasury stock Other comprehensive income 149,300,488.94 508,786,810.75 359,486,321.81 Specific reserves Surplus reserves 503,339,273.05 503,339,273.05 Retained earnings 3,284,547,944.25 3,284,547,944.25 Total owners’ equity 4,424,098,874.95 4,783,585,196.76 359,486,321.81 Total liabilities and owners' equity 16,562,011,579.39 17,041,326,675.14 479,315,095.75 136 Shandong Airlines Co., Ltd. Annual Report 2019 3.27.4 Retrospective Restatement of Previous Comparative Data for the First Adoption of New Financial Instruments Standards ①Comparative table of classification and measurement for financial assets before and after the adoption of new financial instruments standards at 1 January 2019 A.Consolidated Financial Statements 31 December 2018 (before changes) 1 January 2019 (after changes) Measurement Measurement Items Carrying amount Items Carrying amount category category Financial assets Measured at fair Held-for-tradi Measured at fair measured at value through profit 90,488.17 ng financial value through 90,488.17 fair value or loss assets profit or loss through profit or loss Measured at fair Measured at fair Financial value through other Other equity value through assets 229,180,865.35 comprehensive instrument other 790,158,061.10 available for income investment comprehensive sale Measured at cost 81,662,100.00 income B.Financial Statements of Parent Company 31 December 2018 (before changes) 1 January 2019 (after changes) Measurement Measurement Items Carrying amount Items Carrying amount category category Financial assets Measured at Measured at measured at fair fair value Held-for-trading fair value 90,488.17 90,488.17 value through through profit financial assets through profit profit or loss or loss or loss Measured at fair value Measured at through other 229,180,865.35 Other equity fair value Financial assets comprehensive instrument through other 790,158,061.10 available for sale income investment comprehensive Measured at income 81,662,100.00 cost ②Adjustment table showing the net carrying amount of the original financial assets is adjusted to the net carrying amount of the new financial assets in accordance with the new financial instrument guidelines at1 January 2019 A.Consolidated Financial statements 31 December 2018 1 January 2019 Category Reclassification Remeasurement (before changes) (after changes) Amortized cost: 137 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2018 1 January 2019 Category Reclassification Remeasurement (before changes) (after changes) Accounts receivable 413,726,456.71 Add: adjustment of implementing the new income guidelines Less: transfer to accounts receivable financing Remeasurement: impairment of expected credit loss Closing balance disclosed by the 413,726,456.71 new financial instrument guidelines Other receivables 225,281,412.22 Remeasurement: impairment of expected credit loss Closing balance disclosed by the 225,281,412.22 new financial instrument guidelines Measured at fair value through profit or loss: Financial assets measured at fair value through profit or loss (the 90,488.17 original guidelines) Less: transfer to financial assets held 90,488.17 for trading Closing balance disclosed by the new financial instrument guidelines Financial assets held for trading Add: transfer from financial assets measured at fair value through profit 90,488.17 or loss (the original guidelines) Closing balance disclosed by the 90,488.17 new financial instrument guidelines Measured at fair value through other comprehensive income: Financial assets available for sale 310,842,965.35 (the original guidelines) 138 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2018 1 January 2019 Category Reclassification Remeasurement (before changes) (after changes) Less: transfer to other investments 310,842,965.35 in equity instruments Closing balance disclosed by the new financial instrument guidelines Other equity instruments investment Add: transfer from financial assets available for sale (the original 310,842,965.35 guidelines) Remeasurement: measured at fair 479,315,095.75 value Closing balance disclosed by the 790,158,061.10 new financial instrument guidelines B.Financial statements of Parent company 31 December 2018 1 January2019 Category Reclassification Remeasurement (before changes) (after changes) Amortized cost: Accounts receivable 412,570,738.01 Add: adjustment of implementing the new income guidelines Less: transfer to accounts receivable financing Remeasurement: impairment of expected credit loss Closing balance disclosed by the 412,570,738.01 new financial instrument guidelines Other receivables 239,078,612.04 Remeasurement: impairment of expected credit loss Closing balance disclosed by the 239,078,612.04 new financial instrument guidelines Measured at fair value through profit or loss: Financial assets measured at fair value through profit or loss (the 90,488.17 original guidelines) Less: transfer to financial assets held 90,488.17 for trading Closing balance disclosed by the new financial instrument guidelines 139 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2018 1 January2019 Category Reclassification Remeasurement (before changes) (after changes) Financial assets held for trading Add: transfer from financial assets measured at fair value through profit 90,488.17 or loss (the original guidelines) Closing balance disclosed by the 90,488.17 new financial instrument guidelines Measured at fair value through other comprehensive income: Financial assets available for sale 310,842,965.35 (the original guidelines) Less: transfer to other investments in 310,842,965.35 equity instruments Closing balance disclosed by the new financial instrument guidelines Other investments in equity instruments Add: transfer from financial assets available for sale (the original 310,842,965.35 guidelines) Remeasurement: measured at fair 479,315,095.75 value Closing balance disclosed by the 790,158,061.10 new financial instrument guidelines ③Adjustment table for provision for impairment of original financial assets according to new financial instruments standards at 1 January 2019 A.Consolidated Financial Statements 31 December 2018 1 January 2019 (after Category Reclassification Remeasurement (before changes) changes) Amortized cost Provisions for impairment 23,742,916.71 23,742,916.71 of accounts receivable Provisions for impairment 108,981,379.40 108,981,379.40 140 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2018 1 January 2019 (after Category Reclassification Remeasurement (before changes) changes) of other receivables B.Financial statements of Parent company 31 December 2018 1 January 2019 (after Category Reclassification Remeasurement (before changes) changes) Amortized cost Provisions for impairment 20,867,525.52 20,867,525.52 of accounts receivable Provisions for impairment 108,973,871.13 108,973,871.13 of other receivables ④The effects on retained earnings and other comprehensive income of 1 January 2019 Consolidated Consolidated Consolidated other Category retained earnings surplus reserves comprehensive income 31 December 2018 3,342,615,148.06 503,999,977.58 149,300,488.94 1. Reclassify financial assets available for sale into other investments in equity instruments and 359,486,321.81 remeasure 2. Remeasurement of impairment of accounts receivable 1 January 2019 3,342,615,148.06 503,999,977.58 508,786,810.75 3.28 Correction of Prior Period Errors There is no significant correction of prior period errors for the Company during the reporting period. 3.29 Significant Account Judgement 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 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 judgements, 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 actual result derived from those uncertainties in estimates may be different from the management estimates, which may lead significant adjustments to the carrying amounts of the assets or liabilities affected in the future. The Company has reviewed 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. 141 Shandong Airlines Co., Ltd. Annual Report 2019 At the balance sheet date, the followings are the significant areas where the Company needs to make judgement, estimates and assumptions over the value of items in the financial statements: 3.29.1 Classification of Lease The Company classifies leases as operating lease and finance 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. 3.29.2 Impairment of Financial Assets The Company uses the expected credit loss model to assess the impairment of financial instruments. The application of the expected credit loss model requires significant judgment and estimation, and all reasonable and evidenced information, including forward-looking information, needs to be considered. In making such judgments and estimates, the Company infers the expected changes in the debtor's credit risk based on historical data combined with economic policies, macroeconomic indicators, industry risks, external market environment, technological environment, and changes in customer circumstances. 3.29.3 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. 3.29.4 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 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. If an equity instrument investment or contract has a public offer, the Company does not use cost as the best estimate of its fair value. 3.29.5 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 142 Shandong Airlines Co., Ltd. Annual Report 2019 of future cash flow when the estimation of present value of future cash flow is made. 3.29.6 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. 3.29.7 Deferred Tax Assets The Company 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. 3.29.8 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. 3.29.9 Aircraft Operating Lease and Engine Overhaul Expenses 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. 3.29.10 Defined Benefit Plan The defined benefit plan implemented and maintained by the Company includes post-employment benefits plan. The provided welfare costs under the above defined benefit plan was calculated by expected cumulative unit credit method according to various actuarial assumptions and were recognized during the employee service providing period. Actuarial Assumptions include but not limited to discount rate, mortality rate, and etc. The discount rate is on the basis of management's review of national debt, and mortality rate depends on the mortality rate adopted by the China life insurance industry. Supplemental information of defined benefit plan refers to Note 5.28. Note 4 TAXATION 4.1 Major Taxes and Tax Rate Tax Tax rate (%) Enterprise income tax Business tax is calculated according to the taxable income(note1) The VAT is calculated as the difference between output tax and deductible input tax for the period, and the tax rates are 6%, 9%, 10%, 13% or 16% (Note 2). The output tax is Value added tax calculated using the sales of goods and taxable services income (including transportation and ground services revenue). Property tax is calculated by the nature of house property and is collected by ad valorem or Property tax specific duties according to the tax rules. 143 Shandong Airlines Co., Ltd. Annual Report 2019 Tax Tax rate (%) Urban maintenance and Urban maintenance and construction tax are calculated at 7% of turnover tax. construction tax Education surcharge Education surcharge is calculated at 3% of turnover tax. Local education surcharge Local education surcharge is calculated at 2% of turnover tax. Civil aviation development fund shall be calculated using the collection standard of the relevant category of flight routes, maximum departure weight and flight distance adopted Civil aviation by the civil aviation industry. According to “Interim measures for the administration of the development Fund administration of civil aviation development fund”《民航发展基金征收使用管理暂行办 法》. Note 1: According to the provision of National Development and Reform Commission ([2014]15) and Announcement of the State Administration of Taxation on the enterprise income tax on the in-depth implementation of the development strategy of the western region of China"(《国家税务总局关于深入实施西部大开发战略有关企业所得税问题的公告》) (State Administration of Taxation [2012]12), the Chongqing branch of the Company can get a reduced rate of 15% to pay corporate income tax, when its international and domestic air passenger and cargo transport projects are in line with the " Catalogue of Encouraged Industries in Western Region”(《西部地区鼓励类产业目录》). All companies in mainland China are subject to a corporate income tax rate of 25%. Note 2: The applicable tax rate for VAT-taxable sales or imported goods of the Company during the period from January to March 2019 is 16%/10%. According to the “Announcement of the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs on Deepening the Policies Related to Value-Added Tax Reform” (Ministry of Finance, State Administration of Taxation, General Administration of Customs [2019] No. 39) regulations, the applicable tax rate is adjusted from 1 April 2019 to 13%/9%. At the same time, the Company as a taxpayer of production and living service industry, from 1 April 2019 to 31 December 2021, can deduct the taxable amount according to the current deductible input tax plus 10%. 4.2 Tax Incentives 4.2.1. Zero VAT rate applies to entities and individuals within the Chinese territory that provide international transportation services, research and development services and designing services provided to foreign entities, roundtrip transportation services between Hongkong, Marcau, and Taiwan, as well as transportation services provided in Hongkong, Marcau, and Taiwan per the Notice of Pilot Conversion of Sales-tax-to-VAT for the Transportation Sector and Certain Contemporary Service Sectors by the Ministry of Finance and State Administration of Taxation (Caishui [2013] No.37)(财 税[2013]37 号《财政部、国家税务总局关于在全国开展交通运输业和部分现代服务业营业税改征增值税试点税收政 策的通知》).. 4.2.2. According to the Announcement of the State Administration of Taxation on the enterprise income tax on the in-depth implementation of the development strategy of the western region of China"(《国家税务总局关于深入实施西部 大开发战略有关企业所得税问题的公告》) (State Administration of Taxation [2012]12), Chongqing Branch of the Company meets the conditions for reduction and exemption in the development of the western region, could enjoy the preferential policy of reducing enterprise income tax by 15% in 2019. 144 Shandong Airlines Co., Ltd. Annual Report 2019 Note 5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5.1 Monetary funds Item 31 December 2019 31 December 2018 Cash at hand: 285,508.32 291,347.27 Bank deposit: 598,575,557.37 840,568,756.82 Other monetary funds 100,000.00 100,000.00 Total 598,961,065.69 840,960,104.09 Including: the total amount of deposit 8,525,480.55 2,047,660.50 abroad Note: Among other monetary funds, CNY 100,000.00, is the deposit deposited by a subsidiary for issuing a bank guarantee. In addition, there were no other funds in the period-end monetary funds that had restrictions on use due to mortgages, pledges, or freezes and had potential recovery risks. 5.2 Financial assets at fair value through profit or loss Item 31 December 2019 31 December 2018 Held-for-trading financial assets — 90,488.17 Including: Interest rate swaps — 90,488.17 Total — 90,488.17 5.3 Accounts receivable 5.3.1 Disclosure by Age Age 31 December 2019 31 December 2018 Within 1 year 437,769,605.78 426,216,349.00 1 to 2 years 35,123,064.16 9,376.87 2 to 3 years 3 to 4 years 4 to 5 years 8,057,209.85 Over 5 years 11,243,647.55 3,186,437.70 Subtotal 484,136,317.49 437,469,373.42 145 Shandong Airlines Co., Ltd. Annual Report 2019 Age 31 December 2019 31 December 2018 Less: provision for bad debt 27,378,026.89 23,742,916.71 Total 456,758,290.60 413,726,456.71 5.3.2 Disclosure by Category ①31 December 2019 (Provision using simple model) 31 December 2019 Book balance Provision for bad debt Category Proportion Provision Carrying amount Amount Amount (%) ratio (%) Accounts receivable subject to individual impairment 10,823,117.90 2.24 10,823,117.90 100.00 assessment Accounts receivable subject to 473,313,199.59 97.76 16,554,908.99 3.50 456,758,290.60 group impairment assessment Total 484,136,317.49 100.00 27,378,026.89 5.66 456,758,290.60 ②31 December 2018 (Provision using incurred loss model) 31 December 2018 Category Book balance Provision for bad debt Carrying Proportion Provision ratio amount Amount Amount (%) (%) Accounts receivable with individually significant balance and 105,366,572.73 24.08 105,366,572.73 provision for bad debt recognized individually Accounts receivable with bad debt provision recognized collectively 258,395,976.09 59.07 12,919,798.81 5.00 245,476,177.28 by similar credit risk characteristics Accounts receivable with individually insignificant balance 73,706,824.60 16.85 10,823,117.90 14.68 62,883,706.70 but provision for bad debt recognized individually Total 437,469,373.42 100.00 23,742,916.71 5.43 413,726,456.71 Detailed explanation of provision for bad debt: ① Accounts receivable with individually significant balance and provision for bad debt recognized individuallyas of 31 December 2019 31 December 2019 Entity name Provision Book balance Provision for bad debt Reason ratio (%) Impairment upon individual Debtor #1 8,057,209.85 8,057,209.85 100.00 assessment 146 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2019 Entity name Provision Book balance Provision for bad debt Reason ratio (%) Kun Peng Airlines Co., Impairment upon individual 1,849,400.00 1,849,400.00 100.00 Ltd assessment Impairment upon individual CRAirways 916,508.05 916,508.05 100.00 assessment Total 10,823,117.90 10,823,117.90 100.00 ② Accounts receivable subject to impairment assessment by credit risk characteristics of a groupas of 31 December 2019 31 December 2019 Name Provision for bad Book balance Provision ratio (%) debt Amounts due from the clearing center 42,716,664.57 Amounts due from the aviation association 93,939,923.14 Amounts due from related parties 5,558,432.20 Other receivables 331,098,179.68 16,554,908.99 5.00 Total 473,313,199.59 16,554,908.99 3.50 The Company calculate provision of bad debt according to the combination of credit risk characteristics and the expected loss amount. ③ Accounts receivable with individually significant balance and provision for bad debt recognized individuallyas of 31 December 2018, 31 December 2018 Entity name Provision for Provision Book balance Reason bad debt ratio (%) No indication of impairment BSP-CHINA 56,778,788.70 upon individual assessment No indication of impairment Accounting Center of China Aviation 48,587,784.03 upon individual assessment Total 105,366,572.73 ④ Accounts receivable with individually insignificant balance but provision for bad debt recognized individuallyas of 31 December 2018 31 December 2018 Entity name Provision for Provision Book balance Reason bad debt ratio (%) No indication of impairment BSP-Other areas(notes) 47,835,858.63 upon individual assessment No indication of impairment Air China 8,564,966.57 upon individual assessment Impairment upon individual Debtor #1 8,057,209.85 8,057,209.85 100.00 assessment No indication of impairment UATP 5,479,498.61 upon individual assessment Impairment upon individual Kun Peng Airlines Co., Ltd 1,849,400.00 1,849,400.00 100.00 assessment Impairment upon individual CR Airways 916,508.05 916,508.05 100.00 assessment Air China Cargo 907,509.39 No indication of impairment 147 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2018 Entity name Provision for Provision Book balance Reason bad debt ratio (%) upon individual assessment No indication of impairment Dalian Airlines 87,473.50 upon individual assessment Taikoo (Shandong) Aircraft No indication of impairment 8,400.00 Engineering Company Limited upon individual assessment Total 73,706,824.60 10,823,117.90 14.68 Notes: BSP-Other areas (notes) includes Tai Wan, Korea, Japan, Hong Kong, Australia, Russia, Canada, Thailand, Germany, Cambodia, Vietnam, Singapore, Indonesia, Philippines, France etc. ⑤Accounts receivable with bad debt provisions recognized based on the balance percentage method as of 31 December 2018 31 December 2018 Name Book balance Provision for bad debt Provision ratio (%) Group by nature 258,395,976.09 12,919,798.81 5.00 Total 258,395,976.09 12,919,798.81 5.00 For details of recognition criteria and explanation for provision for bad debt by group, please refer to Notes 3.10. 5.3.3 Changes of Provision for Bad Debt During the Reporting Period Changes during the reporting period Changes of 31 December 1 January Recovery 31 December Category accounting 2018 2019 Provision or Write-off 2019 policy reversal Accounts receivable subject to individual 10,823,117.90 10,823,117.90 10,823,117.90 impairment assessment Accounts receivable subject to impairment 12,919,798.81 12,919,798.81 3,719,780.18 84,670.00 16,554,908.99 assessment by group Total 23,742,916.71 23,742,916.71 3,719,780.18 84,670.00 27,378,026.89 5.3.4 There were no written off to accounts receivable during the reporting period. 5.3.5 The total amount of top five accounts receivable summarized by debtors as at the end of current year is CNY 211,645,117.22, accounting for 43.72% of the total accounts receivable as at the end of current year, the total corresponding provision for bad debt is CNY5,899,189.67. 5.3.6 There are no derecognition of accounts receivable due to the transfer of financial assets. 5.3.7 The Company has no assets or liabilities arising from continuing involvement in transferred accounts receivable. 5.4 Prepayments 5.4.1 Disclosure by Age 31 December 2019 31 December 2018 Age Amount % Amount % 148 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2019 31 December 2018 Age Amount % Amount % Within 1 year 231,299,824.20 99.67 265,432,349.34 99.81 1 to 2 years 269,211.97 0.12 2 to 3 years Over 3 years 492,443.61 0.21 498,993.60 0.19 Total 232,061,479.78 100.00 265,931,342.94 100.00 The Company has no prepayments with an age of over 1 year and significant amounts 5.4.2 The total amount of top five prepayments as at the end of reporting period is CNY74,817,777.84, accounting for 32.24% of prepayments. 5.5 Other receivables 5.5.1 Other Receivables by Category Items 31 December 2019 31 December 2018 Interest receivable Dividend receivable Other receivables 232,147,324.23 225,281,412.22 Total 232,147,324.23 225,281,412.22 5.5.2 Other Receivables ①Other receivables by age Age 31 December 2019 31 December 2018 Within one year 205,811,193.91 210,635,683.08 1-2 years 13,480,887.91 6,798,874.26 2-3 years 5,048,559.92 1,181,295.09 3-4 years 870,414.71 4,431,621.36 4-5 years 4,254,714.36 1,996,469.92 Over 5 years 110,881,143.58 109,218,847.91 Subtotal 340,346,914.39 334,262,791.62 Less: provision for bad debt 108,199,590.16 108,981,379.40 Total 232,147,324.23 225,281,412.22 ②Other receivables by nature Nature 31 December 2019 31 December 2018 149 Shandong Airlines Co., Ltd. Annual Report 2019 Nature 31 December 2019 31 December 2018 Deposits receivable 87,059,915.18 65,174,607.89 Amounts due from related parties 120,329,549.24 120,494,948.78 Other receivables 132,957,449.97 148,593,234.95 Subtotal 340,346,914.39 334,262,791.62 Less: provision for bad debt 108,199,590.16 108,981,379.40 Total 232,147,324.23 225,281,412.22 ③Other receivables by bad debt provision method A.Provision for bad debts recognized based on three stages model as of 31 December 2019 is as follows: Provision for bad debt in thefirst stage as of 31 December 2019: Lifetime expected Provision for Category Book balance credit losses rate Carrying amount Reason bad debt (%) Provision for bad debt recognized individually Provision for bad debt 238,795,196.74 2.78 6,647,872.51 232,147,324.23 recognized collectively No significant Including: Deposits 87,059,915.18 87,059,915.18 increase on receivable credit risk No significant Amounts due from 18,777,831.59 18,777,831.59 increase on related parties credit risk No significant Otherreceivables 132,957,449.97 5.00 6,647,872.51 126,309,577.46 increase on credit risk Total 238,795,196.74 2.78 6,647,872.51 232,147,324.23 As of 31 December 2019, the Company have no interest receivable, dividends receivable and other receivables recognized in the second Stage. Provision for bad debt in the third stage as of 31 December 2019: Lifetime expected credit Provision for bad Carrying Category Book balance Reason losses rate (%) debt amount Provision for bad debt 101,551,717.65 100.00 101,551,717.65 recognized individually 1.Shandong Rainbow Credit Commercial Jet Co., 101,551,717.65 100.00 101,551,717.65 impairment has Ltd occurred Total 101,551,717.65 100.00 101,551,717.65 B.Provision for bad debt using incurred loss model as of 31 December 2018: 31 December 2018 Category Book balance Provision for bad debt Carrying amount 150 Shandong Airlines Co., Ltd. Annual Report 2019 Proportion Provision ratio Amount Amount (%) (%) Other receivables with individually significant balance 249,586,501.51 74.67 106,200,587.24 42.55 143,385,914.27 and provision for bad debt recognized individually Other receivables with bad debt provision recognized collectively 55,615,843.32 16.64 2,780,792.16 5.00 52,835,051.16 by similar credit risk characteristics Other receivables with individually insignificant balance 29,060,446.79 8.69 29,060,446.79 but recognized provision for bad debt individually Total 334,262,791.62 100.00 108,981,379.40 32.60 225,281,412.22 B1.Other receivables with individually significant balance and provision for bad debt recognized individually as of 31 December 2018 31 December 2018 Entity name Provision for bad Provision Other receivables Reason debt ratio (%) Shandong Rainbow 101,551,717.65 101,551,717.65 100.00 Impairment upon individual assessment Commercial Jet Co., Ltd. No indication of impairment upon Debtor #1 55,057,392.23 individual assessment Debtor #2 33,202,261.73 1,660,113.09 5.00 Impairment assessment by group Debtor #3 59,775,129.90 2,988,756.50 5.00 Impairment assessment by group Total 249,586,501.51 106,200,587.24 42.55 B2. Other receivableswith bad debt provisions recognized based on the balance percentage method as of 31 December 2018 31 December 2018 Age Other receivables Provision for bad debt Provision ratio (%) Group by nature 55,615,843.32 2,780,792.16 5.00 Total 55,615,843.32 2,780,792.16 5.00 ④Changes of provision for bad debt during the reporting period 151 Shandong Airlines Co., Ltd. Annual Report 2019 Changes during the reporting period 31 December Category 31 December 2018 Provision Recovery or reversal Write-off 2019 Other receivables of individual significance and subject to 101,551,717.65 101,551,717.65 individual impairment assessment Other receivables subject to impairment assessment by credit 7,429,661.75 781,789.24 6,647,872.51 risk characteristics of a group Total 108,981,379.40 781,789.24 108,199,590.16 ⑤There are no written off to other receivables during the reporting period. ⑥Top five closing balances by entity Proportion of the Balance at 31 balance to the total Provision for bad Entity name Nature Age December 2019 other receivables debt (%) Shandong Rainbow Commercial Jet Co., Others 101,551,717.65 Over 5 years 29.84 101,551,717.65 Ltd. Debtor #1 Deposits 56,331,234.29 Within 1 year 16.55 Debtor #2 Others 50,854,558.62 Within 1 year 14.94 2,542,727.93 Debtor #3 Others 22,857,234.53 Within 1 year 6.72 1,142,861.73 Shandong Air New Within 1 year Others 10,095,530.78 2.97 Media Co., Ltd. Total 241,690,275.87 71.02 105,237,307.31 ⑦The Company has no other receivables relating to government grants. ⑧The Company has no other receivables relating to derecognition of other receivables for transfer of financial assets. ⑨The Company has no assets or liabilities arising from continuing involvement in transferred other receivables. 5.6 Inventories 5.6.1 Inventories by Category 31 December 2019 31 December 2018 Items Provision Provision for Carrying Book balance Carrying amount Book balance for impairment amount impairment Consumable air 107,636,197.57 4,227,205.99 103,408,991.58 99,169,118.33 99,169,118.33 equipment Low-value 3,144,185.37 3,144,185.37 3,870,289.81 3,870,289.81 consumables Materials 2,882,079.74 2,882,079.74 2,586,111.28 2,586,111.28 Total 113,662,462.68 4,227,205.99 109,435,256.69 105,625,519.42 105,625,519.42 5.6.2 Provision for Impairment Decrease during the reporting Increase during the reporting period 31 December period 31 December Items 2018 Reversal or 2019 Provision Others Others written-down Consumable air 4,227,205.99 4,227,205.99 equipment 152 Shandong Airlines Co., Ltd. Annual Report 2019 Decrease during the reporting Increase during the reporting period 31 December period 31 December Items 2018 Reversal or 2019 Provision Others Others written-down Total 4,227,205.99 4,227,205.99 5.7 Other current assets Items 31 December 2019 31 December 2018 VAT deductible 170,020,416.07 236,596,457.60 Total 170,020,416.07 236,596,457.60 5.8 Financial assets available for sale 5.8.1 General Information of Financial Assets Available for Sale 31 December 2019 31 December 2018 Items Book Provision for Carrying Provision for Book balance Carrying amount balance impairment amount impairment Available-for-sale equity — — — 310,842,965.35 310,842,965.35 instruments Including: Measured at — — — 229,180,865.35 229,180,865.35 fair value Measured at cost — — — 81,662,100.00 81,662,100.00 Total — — — 310,842,965.35 310,842,965.35 5.8.2 Financial Assets Available for SaleMeasured at Fair Value 31 December 2018 Items Equity instruments Total Cost of equity instruments 6,690,000.00 6,690,000.00 Fair value 229,180,865.35 229,180,865.35 Cumulative gains /(losses) on changes in fair value recognized in 222,490,865.35 222,490,865.35 other comprehensive income Provision for impairment 5.8.3 Financial Assets Available for SaleMeasured at Cost Book balance Decrease during Investees Increase during the 31 December 2017 the reporting 31 December 2018 reporting period period Sichuan Airlines 35,000,000.00 35,000,000.00 Jinan International Airport 46,662,100.00 46,662,100.00 Total 81,662,100.00 81,662,100.00 (Continued) 153 Shandong Airlines Co., Ltd. Annual Report 2019 Provision for impairment Increase Decrease Share of interest Cash dividends for 31 31 Investees during the during the in investee the year ended 31 December December reporting reporting (%) December 2018 2017 2018 period period Sichuan Airlines 10.00 13,907,646.29 Jinan International 1.94 726,062.28 Airport Total 14,633,708.57 5.9 Long-term equity investments Changes in the current period (+, -) Investment 31 December gains and losses Other Investees Provisionb/f Other 2018 Additional Investment recognized comprehensive changes investment reduction underthe equity income in equity adjustment method Associates Shandong Rainbow 22,500,000.00 22,500,000.00 Commercial Jet Co., Ltd. Total 22,500,000.00 22,500,000.00 (Continued) Changes in the current period (+, -) Declared cash 31 December Provisionas at 31 Category Provision dividends or Others 2019 December 3019 profits recognized Associates Shandong Rainbow 22,500,000.00 22,500,000.00 Commercial Jet Co., Ltd. Total 22,500,000.00 22,500,000.00 5.10 Other equity instrument investment 5.10.1 General Information of Other Equity Instrument Investment Items 31 December 2019 31 December 2018 Non-trading equity instrument investment 874,728,633.32 — Total 874,728,633.32 — 5.10.2 General Information of Non-Trading Equity Instrument Investment 154 Shandong Airlines Co., Ltd. Annual Report 2019 Reasons for being Reasons for measured at fair other Other Dividend comprehensive value and its comprehensive income in Cumulative Cumulative income Item changes are income current gain loss transferred into period retained included in other transferred earnings comprehensive into retained income earnings TravelSky Technology Non-trading 3,509,239.50 215,575,779.77 Limited financial assets Non-trading Sichuan Airlines 2,352,722.11 544,155,393.47 financial assets Jinan International Non-trading 422,395.60 26,645,360.08 Airport financial assets Total 6,284,357.21 786,376,533.32 5.11 Fixed assets 5.11.1 Fixed Assets by Category Items 31 December 2019 31 December 2018 Fixed assets 7,362,687,431.80 7,770,750,794.37 Disposal of fixed assets Total 7,362,687,431.80 7,770,750,794.37 5.11.2 Fixed Assets ①General informationof fixed assets Houses and Aircrafts and High-value Transportation Category Others Total buildings engines rotables vehicles 1. Cost: 1.1 Balance as at 31 571,843,775.78 11,991,421,728.96 718,099,224.08 80,330,794.46 227,422,996.75 13,589,118,520.03 December 2018 1.2 Increased in current 4,624.51 466,790,593.38 34,230,155.50 1,635,320.73 20,732,634.04 523,393,328.16 period (1) Purchase 4,624.51 318,960,923.90 34,230,155.50 1,635,320.73 20,732,634.04 375,563,658.68 (2) Transferred from 147,829,669.48 147,829,669.48 construction-in-progress (3) Transferred from merger and acquisitions (4) Others 1.3 Decreased in 202,242,130.40 22,792,702.64 3,314,250.51 9,379,277.10 237,728,360.65 current period (1) Disposal or scrap 202,242,130.40 22,792,702.64 3,314,250.51 9,379,277.10 237,728,360.65 (2) Others 1.4 Balance as at 31 571,848,400.29 12,255,970,191.94 729,536,676.94 78,651,864.68 238,776,353.69 13,874,783,487.54 December 2019 2. Accumulated Depreciation 155 Shandong Airlines Co., Ltd. Annual Report 2019 Houses and Aircrafts and High-value Transportation Category Others Total buildings engines rotables vehicles 2.1 Balance as at 31 113,760,776.16 5,284,241,593.74 241,303,561.80 48,642,854.82 128,424,317.82 5,816,373,104.34 December 2018 2.2 Increased in current 18,296,133.30 824,532,829.48 41,208,377.50 5,814,245.75 19,930,639.97 909,782,226.00 period (1) Accrual 18,296,133.30 824,532,829.48 41,208,377.50 5,814,245.75 19,930,639.97 909,782,226.00 (2) Transferred from merger and acquisitions 2.3 Decreased in current 202,242,130.40 3,282,892.81 2,867,465.66 7,864,608.66 216,257,097.53 period (1) Disposal or scrap 202,242,130.40 3,282,892.81 2,867,465.66 7,864,608.66 216,257,097.53 (2) Others 2.4. Balance as at 31 132,056,909.46 5,906,532,292.82 279,229,046.49 51,589,634.91 140,490,349.13 6,509,898,232.81 December 2019 3. Impairment provision 3.1 Balance as at 31 1,994,621.32 1,994,621.32 December 2018 3.2 Increased in current 242,017.85 242,017.85 period (1) Accrual 242,017.85 242,017.85 (2) Transferred from merger and acquisitions 3.3 Decreased in current 38,816.24 38,816.24 period (1) Disposal or scrap 38,816.24 38,816.24 (2) Others - 3.4 Balance as at 31 2,197,822.93 2,197,822.93 December 2019 4 Carrying amount of - fixed assets 4.2 Carrying amount as 439,791,490.83 6,349,437,899.12 448,109,807.52 27,062,229.77 98,286,004.56 7,362,687,431.80 at 31 December 2019 4.1 Carrying amount as 458,082,999.62 6,707,180,135.22 474,801,040.96 31,687,939.64 98,998,678.93 7,770,750,794.37 at 31 December 2018 156 Shandong Airlines Co., Ltd. Annual Report 2019 ②The Company has no idle fixed assets. ③Fixed assets acquired under finance leases Accumulated Provision for Item Initial cost Carrying amount depreciation impairment Aircrafts and engines 3,664,651,610.94 1,503,728,271.61 2,160,923,339.33 Total 3,664,651,610.94 1,503,728,271.61 2,160,923,339.33 ④The Company has no fixed assets leasing out under operating leases. ⑤Fixed assets without certificate of title Items Carrying amount Reason Land rented from Jinan Air Control, not eligible Jinan cargo arrival and departure warehouses 11,463,354.79 for ownership registration Land use rights belonging to Shandong SDA Buildings of Jinping Food Co., Ltd. 12,083,127.94 Group, not eligible for ownership registration 5.12 Construction inprogress 5.12.1 Construction in Progress by Category Items 31 December 2019 31 December 2018 Construction in progress 5,479,071,703.01 4,790,300,972.13 Construction material Total 5,479,071,703.01 4,790,300,972.13 5.12.2 Construction in Progress ① General Informationof Construction in Progress 31 December 2019 31 December 2018 Items Provision for Provision for Book balance Carrying amount Book balance Carrying amount impairment impairment Factory building 643,681,520.42 643,681,520.42 337,399,330.36 337,399,330.36 project Prepayment for aircrafts 4,828,576,000.04 4,828,576,000.04 4,444,647,787.88 4,444,647,787.88 introduction project Construction of information 2,892,214.67 2,892,214.67 1,874,609.59 1,874,609.59 system 157 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2019 31 December 2018 Items Provision for Provision for Book balance Carrying amount Book balance Carrying amount impairment impairment Simulator 3,921,967.88 3,921,967.88 6,379,244.30 6,379,244.30 Total 5,479,071,703.01 5,479,071,703.01 4,790,300,972.13 4,790,300,972.13 ② Changes in significant projects of construction in progress Increase during Transfer Decrease during 31 December 31 December Projects Budget the reporting to fixed the reporting 2018 2019 period asset period Dining area of Jiaodong 84,478,748.00 32,219,746.74 36,173,217.42 68,392,964.16 airport Freight area of Jiaodong 144,614,600.00 40,525,078.89 35,754,160.35 76,279,239.24 airport Maintenance area of 361,793,762.00 126,091,135.85 85,961,285.17 212,052,421.02 Jiaodong airport Auxiliary production office 333,439,610.00 138,563,368.88 144,802,977.55 283,366,346.43 area Aircraft asset introduction 9,937,456,340.04 4,444,647,787.88 878,860,482.38 494,932,270.22 4,828,576,000.04 project Total 10,861,783,060.04 4,782,047,118.24 1,181,552,122.87 494,932,270.22 5,468,666,970.89 (Continued) Weight Including:Tran Including:Tr Including: Capitalisation of cost Stage of Cumulative sferred into ansferred interests rate to date completion leaseback into fixed Source of Items interests capitalized applicable to in assets during assets during finance capitalized during the the current budgete the current the current current year year d cost year year Dining area of Not yet Working 80.96 Jiaodong airport completed capital Freight area of Not yet Working 52.75 Jiaodong airport completed capital Maintenance Not yet Working area of Jiaodong 58.61 completed capital airport Auxiliary Not yet Working production office 84.98 completed capital area Loans Aircraft asset Not from introduction 48.59 134,876,677.39 11,830,219.22 47,721,444.22 3.2763-4.2750 applicable financial project institution Total 134,876,677.39 11,830,219.22 47,721,444.22 5.12.3 The ending balance of construction in progress increased by CNY 688,770,730.88 from the beginning of the period, mainly due to the increase in the construction of Jiaozhou Airport in the current period. 5.13 Intangible assets 5.13.1 General Information of Intangible Assets Items Land rights Software Total 158 Shandong Airlines Co., Ltd. Annual Report 2019 Items Land rights Software Total 1. Cost: 1.1 Balance as at 31 December 2018 108,347,341.13 45,805,422.86 154,152,763.99 1.2 Increased in current year 7,486,815.84 7,486,815.84 (1) Purchase (2)Diversion of construction 7,486,815.84 7,486,815.84 (3) Increased from business combination 1.3 Decreased in current year (1) Disposal 1.4 Balance as at 31 December 2019 108,347,341.13 53,292,238.70 161,639,579.83 2. Accumulated amortization 2.1 Balance as at 31 December 2018 18,391,975.29 20,218,907.31 38,610,882.60 2.2 Increased in current year 2,403,582.86 7,165,984.75 9,569,567.61 (1) Accrual 2,403,582.86 7,165,984.75 9,569,567.61 2.3 Decreased in current year (1) Disposal 2.4 Balance as at 31 December 2019 20,795,558.15 27,384,892.06 48,180,450.21 3. Impairment provision 3.1 Balance as at 31 December 2018 3.2 Increased in current year (1) Accrual 3.3 Decreased in current year (1) Disposal 3.4 Balance as at 31December2019 4. Carrying amount 4.1 Carrying amount as at 87,551,782.98 25,907,346.64 113,459,129.62 31December2019 4.2 Carrying amount as at 31 December 89,955,365.84 25,586,515.55 115,541,881.39 2018 159 Shandong Airlines Co., Ltd. Annual Report 2019 5.13.2 The Company has no intangible assets arising from internal research and development project as at the end of reporting period. 5.13.3 The Company has no land use rights without certificate of title as at the end of reporting period. 5.14 Goodwill 5.14.1 Initial Recognition of Goodwill Increase during the Decrease during the Investees or matters that 31 December reporting period reporting period 31 December goodwill arising from 2018 Business 2019 Disposal combination Qingdao Feisheng 10,220,816.22 10,220,816.22 Shandong Jinping Food Co., 454,020.13 454,020.13 Ltd. Total 10,674,836.35 10,674,836.35 5.14.2 Provision for Impairment Increase during the Decrease during the Investees or matters that goodwill 31 December reporting period reporting period 31 December arising from 2018 2019 Provision Disposal Qingdao Feisheng 10,220,816.22 10,220,816.22 Total 10,220,816.22 10,220,816.22 5.15 Deferred charges Increase during Decrease during the reporting period 31 December Items 31 December 2018 the reporting Amortization Other decrease 2019 period Pilot training 560,825,591.19 166,957,990.17 98,987,349.80 628,796,231.56 Decoration 5,998,919.63 363,316.12 3,078,734.01 3,283,501.74 expenditure Modification costs 6,820,831.82 20,084,405.68 1,212,386.99 25,692,850.51 for aircraft leasing Total 573,645,342.64 187,405,711.97 103,278,470.80 657,772,583.81 5.16 Deferred tax assets and deferred tax liabilities 5.16.1 Deferred Tax Assets Before Offsetting 31 December 2019 31 December 2018 Items Deductible temporary Deductible temporary Deferred tax assets Deferred tax assets differences differences Provision for bad debt 135,577,617.05 33,894,404.26 132,724,296.11 33,181,074.03 Impairment provision for 4,227,205.99 1,056,801.50 inventories 160 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2019 31 December 2018 Items Deductible temporary Deductible temporary Deferred tax assets Deferred tax assets differences differences Impairment provision for 2,197,822.93 549,455.73 1,994,621.32 498,655.33 fixed assets Fair value movement of financial liabilities held 126,264.75 31,566.19 for trading Provisions 4,234,796,893.54 1,058,699,223.39 3,480,184,220.23 870,046,055.05 Employment benefits 22,851,931.68 5,712,982.92 17,131,763.99 4,282,941.00 payable Deferred income 21,736,870.97 5,434,217.74 24,890,471.35 6,222,617.84 Total 4,421,514,606.91 1,105,378,651.73 3,656,925,373.00 914,231,343.25 5.16.2 Deferred Tax Liabilities Before Offsetting 31 December 2019 31 December 2018 Items Deductible temporary Deferred tax Deductible temporary Deferred tax differences liabilities differences liabilities Asset evaluation increment from Enterprise merger under the 4,173,050.93 1,043,262.73 4,694,682.30 1,173,670.58 different control Changes in fair value of financial 90,488.17 22,622.04 assets held for trading Changes in fair value of financial 222,490,865.36 55,622,716.34 assets available for sale Changes in fair value of other 786,376,533.32 196,594,133.33 equity instruments investment Others (Note) 140,608,392.76 35,152,098.19 Total 931,157,977.01 232,789,494.25 227,276,035.83 56,819,008.96 Note: According to Caishui [2018] No. 54, the equipment and equipment newly purchased by the Company from January 1 2018 to December 31 2020, with a unit value of less than 5 million yuan, are allowed to be included in the current profit and loss. The cost is deducted when calculating the taxable income. 5.17 Short-term borrowings 161 Shandong Airlines Co., Ltd. Annual Report 2019 5.17.1 Disclosure of Short-Term Borrowings by Category Items 31 December 2019 31 December 2018 Credit loan 300,329,083.33 580,000,000.00 Total 300,329,083.33 580,000,000.00 5.17.2 The Company has no overdue short-term borrowings. 5.18 Held-for-trading financial liabilities 31 December Increase during the Decrease during the Items 31 December 2019 2018 reporting period reporting period Financial liabilities designated at — 126,264.75 126,264.75 fair value through profit or loss Including: Interest rate swaps — 126,264.75 126,264.75 Total — 126,264.75 126,264.75 5.19 Notes payable Category 31 December 2019 31 December 2018 Bank acceptance bills 8,500,000.00 Commercial acceptance bills 394,496,891.30 Total 402,996,891.30 The Company has no notes payable matured but not yet paid as at the reporting date. 5.20 Accounts payable 5.20.1 Accounts Payable by Nature Items 31 December 2019 31 December 2018 Aircraft maintenance costs 689,822,992.66 560,449,992.31 Fuel cost 253,885,753.63 327,714,163.12 Landing fee 465,517,353.92 446,878,244.86 Aircraft service cost 504,230,134.03 570,352,031.53 Flight catering 91,996,252.04 109,165,990.89 Computer booking fee 261,849,848.30 135,371,372.00 Lease rental 7,552,869.30 5,602,184.13 Others 207,393,310.63 118,302,628.42 Total 2,482,248,514.51 2,273,836,607.26 5.20.2 Significant Accounts Payable with Age of Over One Year Items 31 December 2019 Reason Computer booking fee 130,084,028.82 No payment due Total 130,084,028.82 5.21 Advance from customers 5.21.1 Details of Advance fromCustomers Items 31 December 2019 31 December 2018 Ticket clearing 918,437,701.34 761,881,379.16 162 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2019 31 December 2018 Advanced payment for tickets 4,180,237.06 4,286,573.58 Others 14,255,729.56 21,203,718.59 Total 936,873,667.96 787,371,671.33 5.21.2 The Company has no significant advance from customerswith aging of over one year as at the reporting date. 5.22 Employee benefits payable 5.22.1 Details of Employee Benefits Payable Increase during Decrease during 31 December Items the reporting the reporting 31 December 2019 2018 period period 1. Short-term employee benefits 543,294,439.81 2,947,782,249.76 2,942,014,769.60 549,061,919.97 2. Post-employment benefits – defined 265,241,914.25 265,241,914.25 contribution plans 3. Termination benefits 809,314.39 809,314.39 4. Other long-term employee benefits within one year Total 543,294,439.81 3,213,833,478.40 3,208,065,998.24 549,061,919.97 5.22.2 Short-Term Employee Benefits Decrease during 31 December Increase during the Items the reporting 31 December 2019 2018 reporting period period 1. Wages, salaries and subsidies 493,926,676.47 2,593,785,156.47 2,596,340,014.90 491,371,818.04 2. Employee welfare 23,664,538.66 23,664,538.66 3. Social insurance: 109,312,898.53 109,312,898.53 Including: Medical insurance 96,494,372.26 96,494,372.26 Employment injury insurance 3,777,634.57 3,777,634.57 Maternity insurance 9,040,891.70 9,040,891.70 4. Housing provident fund 2,544.00 107,863,177.86 107,865,721.86 5. Labour union fee and employee 17,202,010.55 78,487,370.09 72,668,386.86 23,020,993.78 education fee 6. Short-term paid absences 32,163,208.79 34,669,108.15 32,163,208.79 34,669,108.15 7. Short-term profit-sharing plan 163 Shandong Airlines Co., Ltd. Annual Report 2019 Decrease during 31 December Increase during the Items the reporting 31 December 2019 2018 reporting period period Total 543,294,439.81 2,947,782,249.76 2,942,014,769.60 549,061,919.97 5.22.3 Defined Contribution Plans Increase during the Decrease during the Items 31 December 2018 31 December 2019 reporting period reporting period Post-employment benefits: 1. Basic pension 161,804,451.39 161,804,451.39 2.Unemployment insurance 6,529,927.22 6,529,927.22 3. Annuity payment 96,907,535.64 96,907,535.64 Total 265,241,914.25 265,241,914.25 5.23 Taxes and feespayable Items 31 December 2019 31 December 2018 VAT 1,457,921.43 1,550,891.34 Urban construction and maintenance tax 214,935.06 203,034.68 Education surcharge 151,647.82 144,777.29 Enterprise income tax 18,719,845.92 108,855,883.31 Property tax 169,094.44 207,271.63 Land tax 89,655.60 284,502.66 Personal income tax 11,458,059.11 8,016,428.72 Stamp duty 991,505.53 1,754,447.96 Civil aviation development fund 116,161,969.13 131,301,180.63 Others 22,549.67 398,840.65 Total 149,437,183.71 252,717,258.87 At the reporting date, the tax payable decreased by 40.87% compared with the beginning of the period, mainly because the opening balance included the balance of Enterprise income tax payable in the third and fourth quarters. 5.24 Other payables 5.24.1 Other Payables by Category Items 31 December 2019 31 December 2018 164 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2019 31 December 2018 Interests payable 10,428,894.80 Dividends payable 602,306.96 602,306.96 Other payables 585,541,152.70 624,468,268.37 Total 586,143,459.66 635,499,470.13 5.24.2 InterestsPayable Items 31 December 2019 31 December 2018 Interest on long-term borrowings with repayment by installments 6,875,927.06 Accrued interest on short-term borrowings 3,552,967.74 Total 10,428,894.80 The Company has no overdue interests payable as at the reporting date. The closing balance of interests payable decreased by 100% from the beginning of the period, mainly due to the Company's implementation of the new financial instrument standards where the interest on financial instruments accrued based on the actual interest rate method was reclassified to be included in the corresponding financial instrument's book balance. 5.24.3 Dividends Payable Items 31 December 2019 31 December 2018 Dividend on common shares 602,306.96 602,306.96 Total 602,306.96 602,306.96 The Company has no significant dividends payable over one year as at the reporting date. 5.24.4 Other Payables ①Other Payables by Nature Items 31 December 2019 31 December 2018 Payables for construction projects 172,005,523.84 241,249,024.10 Payables for deposits 146,354,708.31 133,300,822.32 Payables associated with aircraft 3,949,505.02 purchase Taxes deducted at source 122,250,153.03 102,180,386.82 Others 144,930,767.52 143,788,530.11 Total 585,541,152.70 624,468,268.37 ②The Company has no other payables with a significant amount and an age of more than one year as at the reporting date. 5.25 Non-current liabilities due within one year Items 31 December 2019 31 December 2018 Long-term borrowings due within one year 567,350,817.16 116,076,320.00 165 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2019 31 December 2018 Long-term payables due within one year 307,786,130.67 330,554,355.34 Long-term employee benefits payable due within one year 10,163,000.00 9,210,000.00 Total 885,299,947.83 455,840,675.34 5.26 Long-term borrowings 5.26.1 Long-Term Borrowings by Category Items 31 December 2019 31 December 2018 Range of interest rates Secured loans 811,423,255.68 982,509,309.37 2.6163%~4.41% Credit loans 563,928,944.30 1,019,123,568.46 3.2763%~4.275% Subtotal 1,375,352,199.98 2,001,632,877.83 Less: Long-term borrowings due 567,350,817.16 116,076,320.00 within one year (Note 5.25) Total 808,001,382.82 1,885,556,557.83 The closing balance of long-term borrowings decreased by 57.15% from the beginning of the period, mainly due to the repayment of the principal of USD loans during the reporting period. 5.27 Long-term payables 5.27.1 Long-Term Payables by Category Items 31 December 2019 31 December 2018 Long-term payables 5,639,672,919.84 5,252,508,914.78 Specific payables Subtotal 5,639,672,919.84 5,252,508,914.78 Less: Long-term payables due within one year (Note 5.25) 1,015,733,044.44 884,295,469.45 Total 4,623,939,875.40 4,368,213,445.33 5.27.2 Long-Term Payables by Nature Items 31 December 2019 31 December 2018 Financial lease rental payables 1,558,752,105.19 1,872,324,694.55 Maintenance payables for aircrafts and engines held under 4,080,920,814.65 3,380,184,220.23 operating lease Subtotal 5,639,672,919.84 5,252,508,914.78 Less: Financial lease rental payables due within one year 330,554,355.34 307,786,130.67 (Note 6.25) Less: Maintenance payables for aircrafts and engines held 707,946,913.77 553,741,114.11 166 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2019 31 December 2018 under operating lease due within one year (Note 1) Total 4,623,939,875.40 4,368,213,445.33 Note 1: Maintenance payables for aircrafts and engines held under operating lease due within one year had been included in accounts payable. 5.28 Long-term employee benefits payable 5.28.1 General Information of Long-Term Employee Benefits Payable Items 31 December 2019 31 December 2018 1. Post-employment benefits-net defined benefit liability 162,909,225.21 144,434,119.11 Less: long-term staff remuneration payable due within one year 10,163,000.00 9,210,000.00 (Note 5.25) Total- 152,746,225.21 135,224,119.11 5.28.2 Changes in Defined Benefit Plans Present value of the defined benefit obligation: Items 2019 2018 1. Balance at the beginning of the reporting period 144,434,119.11 119,031,000.00 2. Cost recognized in current profit or loss: 26,706,000.00 24,878,000.00 2.1 Current service cost 2.2Past service cost 22,161,000.00 20,278,000.00 2.3Gains /(losses) on settlement(loss presented with "-" prefix) 2.4 Net interest 4,545,000.00 4,600,000.00 3.Cost recognized in other comprehensive income: -1,727,000.00 -9,293,000.00 3.1Actuarial gains /(losses) (loss presented with "-" prefix) -1,727,000.00 -9,293,000.00 3. Other changes: 9,957,893.90 8,767,880.89 4.1 Consideration paid in settlements 4.2 Payment of benefits 9,957,893.90 8,767,880.89 5.Balance at the end of the reporting period 162,909,225.21 144,434,119.11 5.28.3 Significant Actuarial Assumptions of Defined Benefit Plans Items 31 December 2019 31 December 2018 Discount Rate 3.25% 3.25% Mortality Rate China Life Insurance Mortality Rate 2010-2013 167 Shandong Airlines Co., Ltd. Annual Report 2019 Items 31 December 2019 31 December 2018 (Annuity) Cost of Living Adjustments for Retired Cadres and Retirees 0.00% Cost of Living Adjustments for Internal Retirees 0.00% Cost of Living Adjustments for Dependents 0.00% 5.29 Deferred income 5.29.1 General Information of Deferred Income Increase during Decrease during 31 December 31 December Items the reporting the reporting Reason 2018 2019 period period The aircraft Unrealized gains and losses sale-leaseback of operating lease from 93,389,396.81 532,166.61 6,235,364.18 87,686,199.24 disposal profits aircraft leaseback and losses Designated subsidy for snow Asset related 491,458.34 491,458.34 disaster subsidies Designated subsidy for civil Asset related aviation energy-saving 10,876,065.40 976,500.12 9,899,565.28 subsidies program Designated subsidy for HUD Asset related 13,522,947.61 1,685,641.92 11,837,305.69 and repackage project subsidies Total 118,279,868.16 532,166.61 9,388,964.56 109,423,070.21 5.29.2 Items Related to Government Grants Increase Recognized in Recognized in Related to during non-operating other income 31 December Other 31 December assets/Related Items the income during during the 2018 changes 2019 to profit or reporting the reporting reporting loss period period period Designated Asset related subsidy for 491,458.34 491,458.34 subsidies snow disaster Designated 10,876,065.40 976,500.12 9,899,565.28 Asset related 168 Shandong Airlines Co., Ltd. Annual Report 2019 Increase Recognized in Recognized in Related to during non-operating other income 31 December Other 31 December assets/Related Items the income during during the 2018 changes 2019 to profit or reporting the reporting reporting loss period period period subsidy for subsidies civil aviation energy-saving program Designated subsidy for Asset related HUD and 13,522,947.61 1,685,641.92 11,837,305.69 subsidies repackage project Total 24,890,471.35 3,153,600.38 21,736,870.97 5.30 Share capital Changes during the reporting period (+, -) 31 December 31 December Bonus Capitalisation 2018 New issues Others Subtotal 2019 issues of reserves Number of 400,000,000.00 400,000,000.00 total shares 5.31 Capital reserves Increase during the Decrease during the Items 31 December 2018 31 December 2019 reporting period reporting period Share premium 67,618,282.54 67,618,282.54 Other capital reserves 7,792,081.16 7,792,081.16 Total 75,410,363.70 75,410,363.70 169 Shandong Airlines Co., Ltd. Annual Report 2019 5.32 Other comprehensive income Changes during the reporting period Less: Items previously 31 December Changes of recognized in other Attributable to Attributable to Items 1 January 2019 Amount before Less: Income 31 December 2019 2018 accounting policy comprehensive income owners of the ninority tax tax expenses being reclassified to Company interests current profit or loss 1.Other comprehensive income that cannot -17,567,660.07 526,354,470.82 508,786,810.75 82,843,572.22 21,142,643.05 61,700,929.17 570,487,739.92 be reclassified into profit or loss Including: remeasurement of net assets or net -17,567,660.07 -17,567,660.07 -1,727,000.00 -1,727,000.00 -19,294,660.07 liabilities of defined benefit plans Changes in fair value of other equity — 526,354,470.82 526,354,470.82 84,570,572.22 21,142,643.05 63,427,929.17 589,782,399.99 instruments investment 170 Shandong Airlines Co., Ltd. Annual Report 2019 Changes during the reporting period Less: Items previously 31 December Changes of recognized in other Attributable to Attributable to Items 1 January 2019 Amount before Less: Income 31 December 2019 2018 accounting policy comprehensive income owners of the ninority tax tax expenses being reclassified to Company interests current profit or loss 2.Other comprehensive income reclassifiable 166,868,149.01 -166,868,149.01 to profit or loss in subsequent periods Gains and losses from changes in fair value of financial 166,868,149.01 -166,868,149.01 — — — — — — assets available for sale Total of other comprehensive 149,300,488.94 359,486,321.81 508,786,810.75 82,843,572.22 21,142,643.05 61,700,929.17 570,487,739.92 income 171 Shandong Airlines Co., Ltd. Annual Report 2019 5.33 Surplus reserves Increase during Decrease Changes of 31 December the reporting during the 31 December Items accounting 1 January 2019 2018 period reporting 2019 policy period Statutory surplus 503,999,977.58 503,999,977.58 34,773,467.39 538,773,444.97 reserve Total 503,999,977.58 503,999,977.58 34,773,467.39 538,773,444.97 The Company may make allocations to the discretionary surplus reserve from the after-tax profits after making allocations to the statutory surplus reserve from the after-tax profits. Approved surplus reserves can be released to recover losses or for conversion into share capital. 5.34 Retained earnings Items 2019 2018 Pre-adjustment balance brought forward 3,342,615,148.06 3,127,778,550.76 Total adjustment to retained earnings b/f (+, -) Retained earnings b/f after adjustment 3,342,615,148.06 3,127,778,550.76 Add: Net profit attributable to shareholders of the parent 361,005,776.31 347,379,314.89 Less: Appropriation to statutory surplus reserve 34,773,467.39 32,542,717.59 Appropriation to discretionary surplus reserve General reserve Ordinary dividends declared 80,000,000.00 100,000,000.00 Bonus issue Closing balance as of 31 December 2019 3,588,847,456.98 3,342,615,148.06 5.35 Operating revenues and operating costs 2019 2018 Items Operating revenues Operating costs Operating revenues Operating costs Principal 18,305,340,983.17 17,191,495,691.30 18,119,305,689.58 17,164,835,774.69 activities Other activities 685,074,041.71 7,031,717.00 646,647,637.16 3,842,297.34 Total 18,990,415,024.88 17,198,527,408.30 18,765,953,326.74 17,168,678,072.03 172 Shandong Airlines Co., Ltd. Annual Report 2019 5.36 Tax and surcharges Items 2019 2018 Urban maintenance and construction tax 3,732,107.23 3,496,473.78 Education surcharge and others 11,834,077.09 11,387,018.83 Total 15,566,184.32 14,883,492.61 5.37 Sales expenses Items 2019 2018 Agency fees 230,584,259.38 256,489,732.72 Employment benefits 243,608,478.56 236,615,107.85 Computer booking fees 203,336,534.34 185,743,434.41 Online payment fees 39,163,326.74 40,777,011.46 Lease rental 21,060,731.55 19,057,258.96 Advertisement fees 23,977,435.60 21,112,359.55 Administrative office expenses 3,438,623.62 5,575,312.93 Travel expenses 6,781,596.05 5,361,277.56 System and network fees 31,644,027.06 21,858,013.97 BSP data processing fees 12,391,871.26 12,137,953.63 Depreciation 1,488,505.62 1,439,254.79 Others 34,307,689.05 41,872,463.80 Total 851,783,078.83 848,039,181.63 5.38 General and administrative expenses Items 2019 2018 Employment benefits 278,063,116.02 244,557,871.24 Lease rental fees 26,558,484.48 21,858,369.20 Business entertainment costs 5,754,251.60 5,197,316.39 Depreciation 21,622,225.50 16,769,280.33 Administrative office expenses 11,811,000.12 9,603,957.33 Technology development costs 1,574,714.11 5,478,799.02 173 Shandong Airlines Co., Ltd. Annual Report 2019 Items 2019 2018 Amortization of intangibles 9,181,377.57 8,563,737.68 Water, electricity charges 11,740,503.56 12,593,866.47 Outsourcing fees 30,210,462.91 23,448,474.46 Others 86,167,923.36 80,691,930.07 Total 482,684,059.23 428,763,602.19 5.39 Research and development expenses Items 2019 2018 Employment benefits 22,084,483.33 20,336,654.67 Others 358,066.34 310,341.99 Total 22,442,549.67 20,646,996.66 5.40 Financial costs Items 2019 2018 Interest expenses 124,509,494.05 117,650,618.41 Less: Interest income 10,691,861.94 15,278,180.93 Net interest expenses 113,817,632.11 102,372,437.48 Foreign exchange losses 182,018,862.19 309,348,050.20 Less: Foreign exchange gains 149,848,886.61 290,647,042.20 Net foreign exchange losses 32,169,975.58 18,701,008.00 Bank charges 2,019,982.04 1,775,467.36 Total 148,007,589.73 122,848,912.84 5.41 Other income Included in current period Category 2019 2018 non-recurring profit and loss 1. Government grant recognized in other income 102,684,463.91 210,862,890.39 102,684,463.91 Including: Government grant related to deferred 3,153,600.38 3,161,642.04 3,153,600.38 income (related to assets) Government grant related to deferred income (related to income) 174 Shandong Airlines Co., Ltd. Annual Report 2019 Included in current period Category 2019 2018 non-recurring profit and loss Government grant directly recognized in 99,530,863.53 207,701,248.35 99,530,863.53 current profit or loss (related to income) 2. Others related to daily operation activities and 4,954,383.18 10,952,470.45 4,954,383.18 recognized in other income Including: Charges of withholding individual 4,844,126.48 10,952,470.45 4,844,126.48 income tax Including: Input tax deduction 110,256.70 110,256.70 Total 107,638,847.09 221,815,360.84 107,638,847.09 Other income in the reporting period decreased by 51.47% compared with the previous period, mainly due to the decrease in airline grants received in this period. 5.42 Investment income Items 2019 2018 Income from financial assets measured by fair value with changes in fair value — 91,605.86 recognized in profit or loss Income from holding of financial assets available for sale — 17,934,220.07 Investment income from held-for-trading financial assets during holding period 9,316.91 — Dividend income from other equity instrument income during holding period 6,284,357.21 — Total 6,293,674.12 18,025,825.93 The investment income of the reporting period decreased by 65.09% compared with the previous period, mainly due to the decrease in Sichuan Airlines' 2018 dividends recognized in current period compared with the same period last year. 5.43 Gains/(losses) from changes in fair values Sources of gains on changes in fair value 2019 2018 Interest rate swaps -216,752.92 3,697,878.32 Total -216,752.92 3,697,878.32 The gains from changes in fair value in the reporting period decreased by 105.86% from the previous period, mainly due to changes in fair value of interest rate swaps. 5.44 Impairment loss of credit 175 Shandong Airlines Co., Ltd. Annual Report 2019 Items 2019 2018 Provision for bad debt for accounts receivable 3,719,780.18 — Provision for bad debt for other receivables -781,789.24 — Total 2,937,990.94 — 5.45 Impairment loss of asset Items 2019 2018 1. Bad debt of receivables — 5,072,142.56 2. Impairment of inventories 4,227,205.99 3. Impairment of fixed assets 242,017.85 Total 4,469,223.84 5,072,142.56 5.46 Gains/(losses) from disposal of assets Included in current Category Current period Prior period period non-recurring profit and loss Gains/(losses) from disposal of fixed assets, construction in progress, productive biological assets 116,645.48 26,528,980.99 116,645.48 and intangible assets not classified as held for sale Including: Fixed assets 116,645.48 26,528,980.99 116,645.48 Total 116,645.48 26,528,980.99 116,645.48 The gain from asset disposal in the reporting period decreased by 99.56% compared with the previous period, mainly due to the disposal of two CRJ700 aircrafts in previous period. 5.47 Non-operating income 5.47.1 Details of Non-operating income Included in current period Category Current period Prior period non-recurring profit and loss Transferred income from pilot 59,386,792.51 17,924,528.30 59,386,792.51 Others 47,021,259.09 20,456,118.66 47,021,259.09 Total 106,408,051.60 38,380,646.96 106,408,051.60 5.47.2 The Company has no government grants irrelevant to daily operation activities during the reporting period. 5.47.3 During the reporting period, non-operating income increased by 177.24% compared with the previous period, mainly due to the increase in pilot mobile funds recognized in the reporting period. 5.48 Non-operating expenses 176 Shandong Airlines Co., Ltd. Annual Report 2019 Included in current period Category Current period Prior period non-recurring profit and loss Loss on non-current asset disposals 2,183,604.73 1,341,230.64 2,181,349.73 Others 1,159,633.43 2,617,851.40 1,161,888.43 Total 3,343,238.16 3,959,082.04 3,343,238.16 5.49 Income tax expenses 5.49.1 Details of Income Tax Expenses Items 2019 2018 Current tax expenses 276,036,631.10 245,269,061.41 Deferred tax expenses -156,148,240.18 -131,137,839.08 Total 119,888,390.92 114,131,222.33 5.49.2 Reconciliation of Accounting Profit and Income Tax Expenses Items 2019 2018 Profit before tax 480,894,167.23 461,510,537.22 Income tax expense at the statutory /applicable tax rate 120,223,541.81 115,377,634.31 Adjustments of impact from prior period income tax -6,543,317.50 -3,645,902.58 Effect of income that is exempt from taxation -1,571,089.30 -4,483,555.02 Effect of non-deductible costs, expenses or losses 7,285,612.18 7,235,098.86 Effect of previously unrecognized deductible losses recognized 493,643.73 -352,053.24 as deferred tax assets Income tax expenses 119,888,390.92 114,131,222.33 5.50 Other comprehensive income For details of the other comprehensive income and related tax effect, transfer to profit or loss and adjustment of other comprehensive income, please refer to Note 5.32 Other Comprehensive Income. 5.51 Notes to the Statement of Cash Flow 5.51.1 Other cash received relating to operating activities Items 2019 2018 Government grants 99,530,863.53 207,701,248.35 Cash received other than government grants which is recognized 4,954,383.18 10,952,470.45 in other income Interest income on bank deposit 10,691,861.94 15,278,180.93 Cash receipts from non-operating income 77,999,771.01 38,380,526.96 Cash receipts from current account 33,683,953.64 179,195,047.05 177 Shandong Airlines Co., Ltd. Annual Report 2019 Items 2019 2018 Total 226,860,833.30 451,507,473.74 5.51.2 Other cash payments relating to operating activities Items 2019 2018 Bank charges 41,183,308.78 42,552,478.82 Cash payments for non-operating expenses 1,159,532.87 2,617,851.40 Cash payments for current account 32,387,504.48 25,103,983.51 Cash payments for sales and general and administrative expenses 286,592,795.32 266,971,115.50 Total 361,323,141.45 337,245,429.23 5.51.3 Other cash received relating to investing activities Items 2019 2018 Cash receipts from settlement of interest rate swaps 9,316.91 91,605.86 Total 9,316.91 91,605.86 5.51.4 Other cash receipts relating to financing activities Items 2019 2018 Cash receipts for aircraft transfer of sale and leaseback deals 495,464,436.83 1,543,271,788.39 Total 495,464,436.83 1,543,271,788.39 5.51.5 Other cash payments relating to financing activities Items 2019 2018 Cash payments for aircraft financial lease rental 367,299,836.44 273,646,123.68 Total 367,299,836.44 273,646,123.68 5.52 Supplementary information to the Statement of Cash Flows 5.52.1 Supplementary Information to the Statement of Cash Flows Supplementary information 2019 2018 1.Adjustments of net profit to cash flows from operating activities: Net profit 361,005,776.31 347,379,314.89 Add: Provisions for impairment of assets 4,469,223.84 5,072,142.56 Impairment loss of credit 2,937,990.94 — Depreciation of fixed assets, investment properties, oil and gas assets 909,782,226.00 822,743,730.26 and biological assets held for production 178 Shandong Airlines Co., Ltd. Annual Report 2019 Supplementary information 2019 2018 Amortization of intangible assets 9,569,567.61 8,563,737.68 Amortization of deferred charges 103,278,470.80 90,876,866.00 Loss on non-current assets disposal (gain presented by "-" prefix) -116,645.48 -26,528,980.99 Loss on scrap of fixed assets (gain presented by "-" prefix) 2,183,604.73 1,341,230.64 Loss on fair value changes (gain presented by "-" prefix) 216,752.92 -3,697,878.32 Financial costs (gain presented by "-" prefix) 138,281,693.30 142,480,807.24 Investment loss (gain presented by "-" prefix) -6,293,674.12 -18,025,825.93 Decrease of deferred tax assets (increase presented by "-" prefix) -191,147,308.48 -131,030,053.28 Increase of deferred tax liabilities (increase presented by "-" prefix) 34,999,068.30 -107,785.80 Decrease of inventories (increase presented by "-" prefix) -8,036,943.26 -21,701,333.78 Decrease of operating receivables (increase presented by "-" prefix) -72,129,006.40 226,819,428.04 Increase of operating payables (decrease presented by "-" prefix) 1,328,608,349.26 994,322,001.16 Others 12,203,106.10 11,510,119.11 Net cash flows generated from operating activities 2,629,812,252.38 2,450,017,519.48 2.Significant investing and financing activities involve no cash: Debt-to-capital conversion Convertible loan due within one year Fixed assets acquired under financial lease 3.Movement of cash and cash equivalents: Cash at the end of the reporting period 598,861,065.69 840,860,104.09 Less: Cash at the beginning of the reporting period 840,860,104.09 543,584,920.30 Add: Cash equivalents at the end of the reporting period Less: Cash equivalents at the beginning of the reporting period Net increase in cash and cash equivalents -241,999,038.40 297,275,183.79 5.52.2 Net Cash Payments for Acquisition of Subsidiaries Item Amount Cash or cash equivalents paid for business combination occurred during the reporting period 179 Shandong Airlines Co., Ltd. Annual Report 2019 Item Amount Less: Cash or cash equivalents held by the subsidiaries on the acquisition date Add: Cash or cash equivalents paid in the reporting period for business combination occurred in 110,832.50 the prior periods Net cash payments for acquisition of subsidiaries 110,832.50 5.52.3 Net Cash Received from Disposals of Subsidiaries Item 31 December 2019 31 December 2018 ①Cash 598,861,065.69 840,860,104.09 Including: Cash at hand 285,508.32 291,347.27 Demand bank deposit 598,575,557.37 840,568,756.82 Demand other monetary funds Demand deposit in the Central Bank Deposit in peer firms Loan to peer firms ②Cash equivalents Including: Debt instrument matured within three months ③Cash and cash equivalents at the end of the reporting period 598,861,065.69 840,860,104.09 Including: restricted cash and cash equivalents in parent company or subsidiary 5.53 Assets with Imposed Restriction on Ownership Closing balance as of 31 Category Reason of restriction December 2019 Assets pledged as security 1,356,738,353.65 Aircrafts and engines 1,356,638,353.65 Pledge as security for borrowings Bank deposit 100,000.00 Guarantee deposit Other form of restriction: 2,160,923,339.33 Aircrafts and engines 2,160,923,339.33 Assets acquired under financial lease Total 3,517,661,692.98 5.54 Foreign Currency Monetary Items 5.54.1 Foreign Currency Monetary Items 180 Shandong Airlines Co., Ltd. Annual Report 2019 Carrying amount at Carrying amount at Items Exchange rate foreign currency CNY Monetary funds Including: -USD 3,590,695.15 6.9762 25,049,407.51 -CAD 10.00 5.3421 53.42 -WON 124,293,082.00 0.0060 745,758.49 -TWD 25,237,915.00 0.2326 5,870,339.03 -JPY 8,899,362.00 0.0641 570,449.10 -THB 5,807,999.28 0.2328 1,352,102.23 -EUR 5,042.00 7.8155 39,405.75 Other receivables Including: -USD 14,369,622.12 6.9762 100,245,357.83 -GBP 3,082.00 9.1501 28,200.61 Accounts payable Including: -USD 13,301,877.21 6.9762 92,796,555.79 -GBP 40,298.05 7.8155 314,949.41 -JPY 2,618,255.00 0.0641 167,830.15 Other payables Including: -USD 679,896.00 6.9762 4,743,090.48 Non-current liabilities due within one year Including: -USD 18,035,624.32 6.9762 125,820,122.38 Long-term borrowings Including: -USD 127,194,998.50 6.9762 887,337,748.54 Long-term payables Including: -USD 40,616,821.57 6.9762 283,351,070.64 5.55 Government Grants 5.55.1 Government Grants Related to Assets 181 Shandong Airlines Co., Ltd. Annual Report 2019 Recognized in current profit Presented items that Items presented in or loss or directly as deduct recognized in current Items Amount the Financial of related cost profit or loss or directly Statements 2019 2018 as deduct of related cost Designated subsidy for 491,458.34 Deferred income 491,458.34 499,500.00 Other income snow disaster Designated subsidy for civil aviation energy-saving 976,500.12 Deferred income 976,500.12 976,500.12 Other income program Designated subsidy for 1,685,641.92 Deferred income 1,685,641.92 1,685,641.92 Other income HUD and repackage project Total 3,153,600.38 3,153,600.38 3,161,642.04 5.55.2 Government grants related to income Recognized in current profit or Presented items that Items presented in loss or directly as deduct of related recognized in current Items Amount the Financial cost profit or loss or directly Statements as deduct of related 2019 2018 cost Airline grants 86,647,196.97 Other income 86,647,196.97 185,720,387.90 Other income Other government 12,883,666.56 Other income 12,883,666.56 21,980,860.45 Other income grants Total 99,530,863.53 99,530,863.53 207,701,248.35 5.55.3 The Company has no return of government grants during the reporting period. Note 6 CHANGES IN THE SCOPE OF CONSOLIDATION The consolidation scope of the financial statements for the current year is consistent with the previous year. Note 7 INTERESTS IN OTHER ENTITIES 7.1 Interests in Subsidiaries 7.1.1 Composition of Corporate Group Place Holding Place of Nature Subsidiaries of proportion % Acquired method operation of business registration Directly Indirectly Shandong aviation Logistics Qingdao, Qingdao, Logistics and 100.00 Acquired through investment 182 Shandong Airlines Co., Ltd. Annual Report 2019 Ltd Shandong Shandong storage (hereafter, Qingdao Logistics) Qingdao Feisheng International Acquired through business Aviation Training Technology Qingdao, Qingdao, Pilot training 100.00 combination not under Development Co., Ltd Shandong Shandong common control (hereafter, Qingdao Feisheng) Shandong Jinping Air Catering Aeronautical Acquired through business Jinan, Jinan, Co., Ltd. (hereinafter referred food 100.00 combination not under Shandong Shandong to as "Jinping food") processing common control Shandong Airlines Qingdao Aeronautical Acquired through business Qingdao, Qingdao, Food Co., Ltd. (hereinafter food 49.70 50.30 combination not under Shandong Shandong referred to as "Qingdao Food") processing common control 7.2 The Equity in Joint Ventures and Associates 7.2.1 Significant Joint Ventures and Associates Holding proportion % The accounting Name of joint Place treatment of Place of Nature ventures and of investments in joint operation of business Directly Indirectly associates registration ventures and associates Shandong Rainbow Jinan, Jinan, Aero Commercial Jet Co., 45.00 Equity method Shandong Shandong transportation Ltd. 7.2.2 Key Financial Information of Significant Associate - Shandong Rainbow Commercial Jet Co., Ltd. 31 December 2019 31 December 2019 Item /Year 2019 /Year 2019 Current assets 1,802,740.67 1,803,040.67 Non-current assets 21,752.86 23,120.72 Total assets 1,824,493.53 1,826,161.39 Current liabilities 167,765,813.33 167,765,813.33 Non-current liabilities Total liabilities 167,765,813.33 167,765,813.33 Minority interests Equity attributable to shareholders of the parent -165,933,676.34 -165,939,651.94 Pro rata shares of the net assets calculated 183 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2019 31 December 2019 Item /Year 2019 /Year 2019 Adjusting events - Goodwill -Unrealized profits from internal transaction -Others Book value of equity investments in associates Fair value of publicly quoted equity investments in associates Operating income Net profit -7,643.46 -17,619.24 Net profit from discontinued operations Other comprehensive income Total comprehensive income Dividends received from associates during the year 7.2.8 Excess Loss Occurred by Joint Ventures and Associates Cumulative unrecognized Unrecognized losses of current Cumulative unrecognized Name of joint ventures and losses as of 31 December year (Share of net profit of losses as of 31 December associates 2018 current year) 2019 Shandong Rainbow -74,672,945.64 -3,439.56 -74,676,385.20 Commercial Jet Co., Ltd. Note 8 RISKS RELATED TO FINANCIAL INSTRUMENTS The main financial instruments of the Company include equity investments, loans, accounts receivable, and accounts payable etc. Please see Note 5 for details of related items. The risks associated with financial instruments, and risk management policies which the Company use to reduce these risks are described below. The management of the Company manages and supervises the risks to ensure that the risks can be controlled within a limited range. Sensitivity analysis techniques are adopted by the Company to analyze the impact of reasonable and possible changes of risk variables on the profit and loss or shareholders' equity for the current period. While risk variables seldomly change individually, the correlation among variables has a significant effect on the ultimate impact of the change of one risk variable. Therefore, the following content is based on the assumption that changes in each variable is independent. 8.1 The Targets and Policies of Risks Management The target of risks management is to obtain the proper balance between the risks and benefits, to reduce the negative impact that 184 Shandong Airlines Co., Ltd. Annual Report 2019 caused by the risk of the Company to the lowest level, and to maximize the benefits of shareholders and other equity investors. Based on the targets of risk management, the basic strategy of the Company’s risk management is to identify and analyze the risks which are faced by the Company, to establish suitable risk tolerance baseline and proceed the risk management, and to supervise a variety of risks timely and reliably, and control the risk within a limited range. 8.1.1 Market Risk (1) Foreign exchange risk Foreign exchange risk refers to the risk of loss due to exchange rate fluctuations. The Company bears the foreign exchange risk primarily concerned with USD, and uses USD settlement in main financing transactions, operating leases, and financing leasing. On 31 December 2019, except the following assets or liabilities in Note 5.54 are recorded in foreign currency, the others are recorded in CNY. Foreign exchange risk of the assets and liabilities in foreign currencies may have an impact on the Company's performance of operation. (2) Interest rate risk - the risk of changes in cash flow The risk of changes in cash flows of a financial instrument due to interest rate is mainly concerned with the floating rate of bank borrowings (see Note 5.18, 5.25, 5.26, 5.27). The Company's policy is to maintain a floating interest rate on the borrowings. (3) Other price risk Financial assets available for sale and financial assets held-for-trade held by the Company are measured at fair value on the balance sheet date. Hence, the Company bears the risk of changes in the stock market. 8.1.2 Credit Risk As of 31 December 2019, the maximum risk that could cause the Company’s financial losses mainly comes from default of the other party of the contract, which includes: The carrying amount of financial assets recognized in the consolidated statement of financial position; for financial instruments measured by fair value, the book value reflects its risk exposure but not the maximum risk exposure, which will vary with changes in the fair value in the future. In order to reduce credit risk, the Company sets up a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that the necessary measures be taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure fully provision for bad debts recognized for the money that cannot be recovered. Therefore the Company's management believes the Company’s credit risk has been greatly reduced. The Company's working capital was deposited in banks with high credit ratings, so that the credit risk of working capital was low. 8.1.3 Liquidity Risk When managing liquidity risk, the Company’s management believes maintaining adequate cash and cash equivalents, and monitoring that at same time, meets the needs of operation of the Company, and reduces the impact of fluctuations in cash flows. The management of the Company monitors the use of bank borrowings and ensures to abide by loan agreements. 185 Shandong Airlines Co., Ltd. Annual Report 2019 Note 9 FAIR VALUE DISCLOSURES The inputs used in the fair value measurement in its entirety are to be classified in the level of the hierarchy in which the lowest level input that is significant to the measurement is classified. Level 1: Inputs consist of unadjusted quoted prices in active markets for identical assets or liabilities Level 2: Inputs for the assets or liabilities (other than those included in Level 1) that are either directly or indirectly observable. Level 3: Inputs are unobservable inputs for the assets or liabilities 9.1 Assets and Liabilities Measured at Fair Value as at 31 December 2019 The fair value at 30 December 2019 The 1st level The 2nd level The 3rd level Item measured by fair measured by fair measured by Total value value fair value 1. Continuous measurement by fair value 1.1 Other equity instrument investments 222,265,779.77 652,462,853.55 874,728,633.32 Total amount of assets continuous 222,265,779.77 652,462,853.55 874,728,633.32 measurement by fair value 2. Financial liabilities at fair value 126,264.75 126,264.75 through profit or loss 2.1 Interest rate swaps 126,264.75 126,264.75 Total amount of liabilities continuous 126,264.75 126,264.75 measurement by fair value The fair value of financial instruments traded in an active market is based on quoted market prices at the reporting date. The fair value of financial instruments not traded in an active market is determined by using valuation techniques. Specific valuation techniques used to value the above financial instruments include discounted cash flow and market approach to comparable company model. Inputs in the valuation technique include risk-free interest rates, benchmark interest rates, exchange rates, credit spreads, liquidity premiums, discount for lack of liquidity. 9.2 Determined on the Basis of Continuous and Noncontinuous First Level for Fair Value Measurement of the Market of Project Investment in other equity instruments for continued fair value measurement is an investment in TravelSky Technology Limited, of which fair value was determined based on the closing price for the stock market in Hong Kong Stock Exchange on balance sheet date. 186 Shandong Airlines Co., Ltd. Annual Report 2019 9.3 Continuous and Noncontinuous Second Level for Fair Value Measurement of the Market of Project, the Qualitative and Quantitative Information of the Valuation Techniques and Important Parameters Fair value measurement basis of interest rate swaps which was continuously measured by fair value is quotes from counterparty banks on the fair value of interest rate swaps. 9.4Continuous and Noncontinuous Third Level for Fair Value Measurement of the Market of Project, the Qualitative and Quantitative Information of the Valuation Techniques and Important Parameters Other equity instrument investments that continue to be measured at fair value are investments in Sichuan Airlines and Jinan International Airport. Unlisted equity instrument investments which using comparable company multiplier models to estimate fair value, their assumptions adopted are not supported by observable market prices or interest rates.The Company needs to make an estimate of the liquidity discount. The Company believes that the fair value and its changes estimated by valuation techniques are reasonable and are also the most appropriate value on the balance sheet date. Note 10 RELATED PARTIES AND RELATED PARTY TRANSACTIONS Recognition of related parties: The Company has control or joint control of, or exercise significant influence over another party; or the Company is controlled or jointly controlled, or significant influenced by another party. 10.1 Major Parent Companies Shareholding in the Voting right in Parent Place of Nature of operation Registered capital Company the Company companies registration (%) (%) Investment and management of SDA Group Jinan 580,000,000.00 42.00 42.00 aero transportation Air China Beijing Aero transportation 14,524,815,185.00 22.80 22.80 Note: SDA Group and Air China is the first and second largest shareholders 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. 10.2 Subsidiaries See Note 7 for subsidiaries. 10.3 Joint Ventures and Associates See Note 7 for joint ventures and associates. 10.4 Other Related Parties 187 Shandong Airlines Co., Ltd. Annual Report 2019 Other related parties Relationship to the Company Taikoo (Shandong) Aircraft Engineering Company Limited Controlled by major investors Shandong XiangYu Air Technology Co., Ltd. Controlled by major investors Shandong Rainbow Commercial Jet Co., Ltd. Controlled by major investors Shandong Air New Media Co., Ltd. Controlled by major investors Air China Import & Export Co., Ltd. Controlled by major investors Zhejiang Aviation Service Co., Ltd. Controlled by major investors Air China Shanghai Aviation Service Co., Ltd. Controlled by major investors Beijing Golden Phoenix Human Resources Service Co., Ltd. Controlled by major investors CATIC Industrial Co., Ltd. Controlled by major investors Air Macau Corporation Controlled by major investors Air China Offshore Holding Company Controlled by major investors Air China Hongkong Development Limited Controlled by major investors Beijing Airlines Co., Ltd. Controlled by major investors China International Aviation Shantou Industrial Controlled by major investors Development Corporation Chengdu Fukai Aircraft Engineering Services Limited Controlled by major investors Beijing Aircraft Maintenance and Engineering Corporation Controlled by major investors Air China Cargo Co., Ltd. Controlled by major investors China Aviation Group Finance Co., Ltd. Controlled by major investors Shenzhen Airlines Co., Ltd. Controlled by major investors Dalian Airlines Co., Ltd. Controlled by major investors China International Airlines Inner Mongolia Co., Ltd. Controlled by major investors Kunming Airlines Ltd Controlled by major investors Sichuan international aero engine maintenance Co., Ltd. Jointly operated by major investors Shanghai Pudong International Airport West Public Cargo Jointly operated by major investors Terminal Co., Ltd. Ji'an Beijing Aviation Asset Management Co., Ltd. Jointly operated by major investors Shanghai International Airport Ground Service Co., Ltd. Jointly operated by major investors 188 Shandong Airlines Co., Ltd. Annual Report 2019 Other related parties Relationship to the Company Shandong Airlines Rainbow Auto Service Co., Ltd. Controlled by major investors Chongqing Golden Phoenix Aviation Service Co., Ltd. Controlled by major investors 10.5 Related Party Transactions 10.5.1 Purchases or Sales of Goods, Rendering or Receiving of Services Purchase of goods and services Related party Transaction Current year Prior year Beijing Aircraft Maintenance and Engineering Repairment 116,116,748.68 55,204,506.94 Corporation Beijing Aircraft Maintenance and Engineering Purchase / lease of aircraft 92,482.10 167,487.51 Corporation materials Beijing Aircraft Maintenance and Engineering Rentals 688,109.49 Corporation Beijing Aircraft Maintenance and Engineering Ground service 18,179,004.78 20,260,962.92 Corporation Beijing Golden Phoenix Human Resources Service Ground service 1,799,775.84 1,860,814.69 Co., Ltd. Chengdu Fukai Aircraft Engineering Services Repairment 7,008,038.49 10,577,784.85 Limited Aircraft offerings and Shandong Air New Media Co., Ltd. 9,560,365.94 12,537,535.57 advertising fees Shandong Air New Media Co., Ltd. Ground service 390,345.13 937,382.08 Taikoo (Shandong) Aircraft Engineering Company Aircraft maintenance 122,396,133.28 114,539,387.51 Limited Taikoo (Shandong) Aircraft Engineering Company Aircraft meal offerings 75,548.23 138,965.52 Limited Shandong XiangYu Air Technology Co., Ltd. Repairment 103,903,114.32 86,068,411.87 Purchase / lease of aircraft Shandong XiangYu Air Technology Co., Ltd. 114,999.43 29,110.10 materials SDA Group Office lease rental and 39,875,357.20 36,048,450.45 189 Shandong Airlines Co., Ltd. Annual Report 2019 Related party Transaction Current year Prior year catering SDA Group Group fee 8,807,487.39 12,471,675.35 SDA Group Irregular flight 50,560.00 Vehicle rental fee and Shandong Airlines Rainbow Auto Service Co., Ltd. 75,928,882.21 68,974,066.66 maintenance fee Shandong Airlines Rainbow Auto Service Co., Ltd. Group fee 3,364,092.04 3,303,430.00 Shandong Airlines Rainbow Auto Service Co., Ltd. Irregular flight 538,690.00 573,383.02 Shandong Airlines Rainbow Auto Service Co., Ltd. Ground service 14,630.00 Shenzhen Airlines Co., Ltd. Ground service 9,904.49 Shenzhen Airlines Co., Ltd. Agency service 1,378,901.00 2,766,348.96 Purchase / lease of aircraft Shenzhen Airlines Co., Ltd. 58,422.10 173,256.79 materials Shenzhen Airlines Co., Ltd. Catering 1,550,231.72 1,546,308.54 Shenzhen Airlines Co., Ltd. Irregular flight 271,698.11 192,965.46 Sichuan International Aero Engine Maintenance Repairment 77,076,397.08 Co., Ltd. Air China Ground service 15,716,089.93 15,613,836.08 Purchase / lease of aircraft Air China 161,556.60 2,564,417.48 materials Air China Agency service 881,070.68 15,679,347.66 Air China Irregular flight expenditure 18,223,211.35 27,481,100.22 Air China Cargo Co., Ltd. Ground service 2,369,147.87 4,180,905.82 Kunming Airlines Co., Ltd Agency service 8,465.66 18,900.68 Dalian Airlines Co., Ltd. Irregular flight 251,094.34 276,000.00 Shanghai International Airport Ground Service Co., Ground service 204,195.79 207,224.24 Ltd. Air Macau Corporation Agency service 39.06 23,342.07 Total 549,300,283.76 572,181,815.61 Sales of goods and rendering of services 190 Shandong Airlines Co., Ltd. Annual Report 2019 Related party Transaction Current year Prior year Sale /rent of aircraft BeijingAircraftMaintenanceandEngineeringCorporation 1,200,284.95 229,271.21 materials Dalian Airlines Co., Ltd. Ground service 1,186,801.33 1,332,910.83 Non-routine Dalian Airlines Co., Ltd. maintenance/machinery 154,949.57 111,066.10 service Kunming Airlines Co., Ltd Ground service 53,396.23 82,830.19 Kunming Airlines Co., Ltd Locomotive service income 146,742.19 141,050.10 Kunming Airlines Co., Ltd Agency service 18,957.39 24,722.49 Shandong Air New Media Co., Ltd. Media resource fee 9,416,790.90 9,713,675.22 Shandong Air New Media Co., Ltd. Media freight 471,698.10 Taikoo (Shandong) Aircraft Engineering Company Sale of aircraft materials 236,238.67 535,703.95 Limited Taikoo (Shandong) Aircraft Engineering Company Training fee 76,839.62 81,415.09 Limited Taikoo (Shandong) Aircraft Engineering Company Maintenance fee 84,391.51 Limited Shandong XiangYu Air Technology Co., Ltd. Sale of aircraft materials 779,378.54 179,334.35 Shenzhen Airlines Co., Ltd. Agency service 1,302,625.14 1,219,936.77 Shenzhen Airlines Co., Ltd. Ground service 29,150.94 201,698.12 Sale /rent of aircraft Shenzhen Airlines Co., Ltd. 271,360.52 102,468.20 materials Irregular flight Shenzhen Airlines Co., Ltd. maintenance/locomotive 6,210.11 11,586.21 service income Air China Ground service 7,811,955.83 7,019,502.31 Simulator maintenance / Air China 4,485,428.61 3,956,673.95 House rental income Sale /rent of aircraft Air China 106,019.52 materials Air China Irregular flight 24,741.68 191 Shandong Airlines Co., Ltd. Annual Report 2019 Related party Transaction Current year Prior year maintenance/locomotive service income Air China Agency service 251,630.49 1,652,870.13 Air China Cargo Co., Ltd. Warehouse rent income 2,641.51 Beijing Airlines Co., Ltd. Ground service 51,647.17 China International Airlines Inner Mongolia Co., Ltd. Ground service 6,713.20 Shandong Airlines Rainbow Auto Service Co., Ltd. Storage income 359,082.82 435,690.56 Shandong Airlines Rainbow Auto Service Co., Ltd. Property fee income 27,509.43 27,509.43 Shandong Airlines Rainbow Auto Service Co., Ltd. Rentals 17,142.86 Total 28,471,667.80 27,168,576.24 10.5.2 Borrowing of funds from related parties Related Party Borrowing money Beginning date Due date Description Borrowing: China Aviation Group Balance as at 31 December 2019 296,000,000.00 20 June 2016 20 June 2026 Finance Co., Ltd. is CNY 192,400,000.00. Balance as at 31 December 2019 is CNY 150,000,000.00, and the SDA Group 150,000,000.00 11 November 2019 19 October 2020 loan is entrusted by the Industrial and Commercial Bank of China Co., Ltd. Jinan Minghu Branch. 10.5.3 Remuneration to Key Management Personnel Item Current year Prior year Key management personnel compensation CNY 12.7084 million CNY 14.6679 million 10.5.4 Other Related Party Transactions Related party Transaction Current year Prior year Air China Frequent flyer cooperation 72,000,000.00 100,000,000.00 Air China Cargo Co., Ltd. Code sharing for cargo 1,005,335.71 7,167,959.00 Total 73,005,335.71 107,167,959.00 10.6 Related Party Balances 192 Shandong Airlines Co., Ltd. Annual Report 2019 10.6.1 Receivables 31 December 2019 31 December 2018 Related party Provision for bad Provision for bad Carrying amount Carrying amount debt debt Accounts receivable Air China 5,441,837.40 8,564,966.57 China International Cargo Airlines Co., 907,509.39 Ltd. Dalian Airlines Co., Ltd. 16,894.80 87,473.50 Taikoo (Shandong) Aircraft Engineering 24,700.00 8,400.00 Company Limited Shandong Air New Media Co., Ltd. 75,000.00 Total 5,558,432.20 9,568,349.46 Other receivables Air China 5,134,920.42 6,033,885.98 Shenzhen Airlines Co., Ltd. 75,988.90 50,787.34 Shandong Rainbow Commercial Jet Co., 101,551,717.65 101,551,717.65 101,551,717.65 101,551,717.65 Ltd. Shandong XiangYu Air Technology Co., 1,835,674.33 50,712.31 Ltd. Taikoo (Shandong) Aircraft Engineering 180,217.72 235,380.70 Company Limited Shandong Air New Media Co., Ltd. 10,095,530.78 11,745,680.45 Beijing Aircraft Maintenance and 1,224,188.64 169,241.85 Engineering Corporation Dalian Airlines Co., Ltd. 56,450.80 241,412.00 Kunming Airlines Co., Ltd 174,620.00 202,090.00 Shandong Airlines Rainbow Auto Service 240.00 14,040.50 Co., Ltd. Total 120,329,549.24 101,551,717.65 120,294,948.78 101,551,717.65 193 Shandong Airlines Co., Ltd. Annual Report 2019 10.6.2 Payables Related party 31 December 2019 31 December 2018 Accounts payable Shandong XiangYu Air Technology Co., Ltd. 24,885,130.73 8,707,204.12 Taikoo (Shandong) Aircraft Engineering Company Limited 60,317,020.35 45,732,196.37 Air China 216,889,212.07 138,532,747.16 Air China Cargo Co., Ltd. 483,782.83 507,357.91 Beijing Golden Phoenix Human Resources Service Co., Ltd. 316,512.86 350,189.85 Shenzhen Airlines Co., Ltd. 352,836.71 686,733.52 Aircraft Maintenance and Engineering Corporation (Ameco) 33,686,285.52 25,913,065.74 Sichuan International Aero Engine Maintenance Co., Ltd. 88,209.29 7,343,500.43 Shandong Air New Media Co., Ltd. 4,691,884.84 5,567,055.00 Shandong Airlines Rainbow Auto Service Co., Ltd. 6,375,000.00 4,602,800.00 Dalian Airlines Co., Ltd. 31,200.00 Chengdu Fukai Aircraft Engineering Service Co., Ltd. 3,494,468.69 3,130,432.94 Shanghai International Airport Ground Service Co., Ltd. 54,398.40 34,557.70 Total 351,634,742.29 241,139,040.74 Other payables SDA Group 14,933,120.85 1,648,781.43 Taikoo (Shandong) Aircraft Engineering Company Limited 484,291.74 484,291.74 Shandong Air New Media Co., Ltd. 6,368,095.92 7,094,412.89 Shandong Rainbow Commercial Jet Co., Ltd. 7,798.95 Total 21,793,307.46 9,227,486.06 Note 11 COMMITMENTS AND CONTINGENCIES 11.1 Significant Commitments The nature and amount of significant commitments existing at the balance sheet date: 11.1.1 Capital Commitment Capital commitments signed but not yet recognized in the 31 December 2019 31 December 2018 financial statements Commitment for purchase long-term assets 7,036,492,465.21 8,514,239,377.41 Large contract Commitment for external investment 11.1.2 Operating Lease Commitment 194 Shandong Airlines Co., Ltd. Annual Report 2019 Minimum lease payments under non-cancellable operating leases 31 December 2019 31 December 2018 Within 1 year 3,014,893,635.26 2,940,809,183.76 1-2 years 2,842,138,245.44 2,868,211,237.17 2-3 years 2,672,068,066.30 2,616,077,071.91 After 3 years 9,875,497,392.11 11,464,973,122.44 Total 18,404,597,339.11 19,890,070,615.28 11.1.3 Other Commitment The Company has no other significant commitment needed to be disclosed as of 31 December 2019. 11.2 Contingencies The Company has no other significant contingencies needed to be disclosed as of 31 December 2019. Note 12 EVENTS AFTER THE REPORTING PERIOD 12.1Impact Assessment on Epidemic Situation of New Coronavirus Pneumonia Since the outbreak of pneumonia caused by the new coronavirus in the country in January 2020, the prevention and control of the pneumonia epidemic is continuing nationwide. The Company will earnestly implement the requirements of the “Notice on Further Improving the Prevention and Control of Pneumonia Epidemic Situation of New Coronavirus Infection” (《关于进一步做好新型冠 状病毒感染的肺炎疫情防控工作的通知》) issued by the Civil Aviation Administration of China, and support the epidemic prevention and control work. Affected by the pneumonia epidemic, the domestic passenger traffic volume since January 2020 has decreased compared to the same period, which has affected theCompany's air transportation service revenue to a certain extent. The degree of impact will depend on the situation, duration of the epidemic prevention and control, and the implementation of various regulatory policies. Meanwhile the Civil Aviation Administration of China has successively released the "Notice on Supporting Policies for Actively Coping with New Coronary Pneumonia Epidemic" ( 关于积极应对新冠肺炎疫情有关支持政策的通知》 and "Notice on Funding Support Policies for Civil Aviation Transport Enterprises during the New Coronary Pneumonia Epidemic Prevention and Control Period" (《关于民航运输企业新冠肺炎疫情防控期间资金支持政策的通知》) and other documents. These documents provide positive measures including exemption ofcivil aviation development funds for the civil aviation transportation industry, lowering airport take-off and landing fees, optimizing the management of airline and flight permits, and providing flight subsidies. On the premise of ensuring the protection of the epidemic demand, the Company flexibly adjusts its flight plan according to market demand to ensure that its operational impact on the Company is minimized.The Company will continue to pay close attention to the 195 Shandong Airlines Co., Ltd. Annual Report 2019 development of the pneumonia epidemic situation, evaluate and actively respond to its impact on the Company's financial position and operating results. 12.2 Other Events After the Reporting Date As of March 26, 2020, the Company does not have any other events after the reporting date that should be disclosed. Note 13 OTHER SIGNIFICANT MATTERS 13.1 Pension Plan No significant change of the annuity program occurred for current year, see Note 5.22, 5.28. Note 14 NOTES TO ELEMENTS OF THE SEPARATE FINANCIAL STATEMENTS 14.1 Accountsreceivable 14.1.1 Disclosure by Age Age 31 December 2019 31 December 2018 Within 1 year 437,495,880.93 424,951,409.97 1 to 2 years 35,122,001.00 9,114.06 2 to 3 years 3 to 4 years 4 to 5 years 8,057,209.85 Over 5 years 8,477,739.50 420,529.65 Subtotal 481,095,621.43 433,438,263.53 Less: provision for bad debt 24,493,161.92 20,867,525.52 Total 456,602,459.51 412,570,738.01 14.1.2 Disclosure by Category 31 December 2019 Book balance Provision for bad debt Category Carrying Proporti Provision Amount Amount amount on (%) ratio (%) Accounts receivable subject to 8,057,209.85 1.67 8,057,209.85 100.00 196 Shandong Airlines Co., Ltd. Annual Report 2019 individual impairment assessment Accounts receivable subject to 473,038,411.58 98.33 16,435,952.07 3.47 456,602,459.51 group impairment assessment Total 481,095,621.43 100.00 24,493,161.92 5.09 456,602,459.51 (Continued) 31 December 2018 Book balance Provision for bad debt Category Proportion Provision ratio Carrying amount Amount Amount (%) (%) Accounts receivable with individually significant 105,366,572.73 24.31 105,366,572.73 balance and provision for bad debt recognized individually Accounts receivable with bad debt provision recognized 256,206,313.25 59.11 12,810,315.67 5.00 243,395,997.58 collectively by similar credit risk characteristics Accounts receivable with individually insignificant 71,865,377.55 16.58 8,057,209.85 11.21 63,808,167.70 balance but provision for bad debt recognized individual Total 433,438,263.53 100.00 20,867,525.52 4.81 412,570,738.01 Accounts receivable with individually significant balance and provision for bad debt recognized individually as of 31 December 2018 31 December 2018 Entity name Provision for bad Provision Accounts receivable Reason debt ratio (%) No indication of BSP-CHINA 56,778,788.70 impairment upon individual assessment 197 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2018 Entity name Provision for bad Provision Accounts receivable Reason debt ratio (%) No indication of Accounting Center of China Aviati 48,587,784.03 impairment upon on individual assessment Total 105,366,572.73 Accounts receivablewith bad debt provisions recognized based on the balance percentage method as of 31 December 2018 31 December 2018 Entity name Accounts Provision for bad Provision ratio Reason receivable debt (%) No indication of BSP-Other areas(notes) 47,835,858.63 impairment upon individual assessment No indication of Air China 7,813,395.57 impairment upon individual assessment Impairment upon Debtor #1 8,057,209.85 8,057,209.85 100.00 individual assessment No indication of 5,479,498.61 impairment upon UATP individual assessment No indication of Air China Cargo 907,509.39 impairment upon individual assessment No indication of CR Airways 1,763,505.50 impairment upon individual assessment No indication of Taikoo (Shandong) Aircraft 8,400.00 impairment upon Engineering Company Limited individual assessment Total 71,865,377.55 8,057,209.85 11.21 Notes: BSP-Other areas (notes) includes Tai Wan, Korea, Japan, Hong Kong, Australia, Russia, Canada, Thailand, Germany, 198 Shandong Airlines Co., Ltd. Annual Report 2019 Cambodia, Vietnam, Singapore, Indonesia, Philippines, France etc. Accounts receivable subject to impairment assessment by group as of 31 December 2018 31 December 2018 Age Accounts receivable Provision for bad debt Provision ratio (%) Group by nature 256,206,313.25 12,810,315.67 5.00 Total 256,206,313.25 12,810,315.67 5.00 Accounts receivable with individually significant balance and provision for bad debt recognized individually as of 31 December 2019 31 December 2019 Entity name Provision for bad Provision ratio Accounts receivable Reason debt (%) Impairment upon individual Debtor #1 8,057,209.85 8,057,209.85 100.00 assessment Total 8,057,209.85 8,057,209.85 100.00 Accounts receivable subject to impairment assessment by credit risk characteristics of a groupas of 31 December 2019 31 December 2019 Age Provision for bad Accounts receivable Provision ratio (%) debt Amounts due from the clearing center 42,716,664.57 Amounts due from the aviation association 93,939,923.14 Amounts due from related parties 7,662,782.50 Other receivables 328,719,041.37 16,435,952.07 5.00 Total 473,038,411.58 16,435,952.07 3.47 The Company calculate provision of bad debt according to the combination of credit risk characteristics and the expected loss amount. 14.1.3 Changes of Provision for Bad Debt During the Reporting Period Category 31 December Changes of 1 January 2019 Changes during the reporting period 31 December 199 Shandong Airlines Co., Ltd. Annual Report 2019 2018 accounting Recovery 2019 policy Provision or Write-off reversal Accounts receivable subject to individual 8,057,209.85 8,057,209.85 8,057,209.85 impairment assessment Accounts receivable subject to impairment 12,810,315.67 12,810,315.67 3,710,306.40 84,670.00 16,435,952.07 assessment by group Total 20,867,525.52 20,867,525.52 3,710,306.40 84,670.00 24,493,161.92 14.1.4 There are no written off to accounts receivable during the reporting period. 14.1.5 Top five closing balances by entity as at 31 December 2019 The total amount of top five accounts receivable summarized by debtors as at the end of current year is CNY 211,645,117.22, accounting for 43.99% of the total accounts receivable as at the end of current year, the total corresponding provision for bad debt is CNY5,899,189.67. 14.1.6 The Company has no derecognition of accounts receivable due to the transfer of financial assets. 14.1.7 The Company has no assets or liabilities arising from continuing involvement in transferred accounts receivable. 14.2 Other receivables 14.2.1 Other receivables by category Items 31 December 2019 31 December 2018 Interests receivable Dividends receivable Other receivables 237,966,773.59 239,078,612.04 Total 237,966,773.59 239,078,612.04 14.2.2 Other Receivables ①Other receivables by age 200 Shandong Airlines Co., Ltd. Annual Report 2019 Age 31 December 2019 31 December 2018 Within one year 206,592,316.53 224,226,432.51 1-2 years 18,721,168.79 7,144,621.12 2-3 years 4,917,213.36 1,141,630.35 3-4 years 830,749.97 4,340,781.36 4-5 years 4,163,874.36 1,986,169.92 Over 5 years 110,876,843.58 109,212,847.91 Subtotal 346,102,166.59 348,052,483.17 Less: provision for bad debt 108,135,393.00 108,973,871.13 Total 237,966,773.59 239,078,612.04 ②Other receivables by nature Nature 31 December 2019 31 December 2018 Deposits receivable 87,059,915.18 65,174,607.89 Amounts due from related parties 127,368,744.43 134,434,805.80 Other receivables 131,673,506.98 148,443,069.48 Subtotal 346,102,166.59 348,052,483.17 Less: provision for bad debt 108,135,393.00 108,973,871.13 Total 237,966,773.59 239,078,612.04 ③Other receivables by bad debt provision method A.Provision for bad debts recognized based on three stages model as of 31 December 2019 is as follows: Provision for bad debt in the first stage as of 31 December 2019: Lifetime Provision for Category Book balance expected credit Carrying amount Reason bad debt losses rate (%) Provision for bad debt recognized individually Provision for bad debt 244,550,448.94 2.69 6,583,675.35 237,966,773.59 recognized collectively 201 Shandong Airlines Co., Ltd. Annual Report 2019 Lifetime Provision for Category Book balance expected credit Carrying amount Reason bad debt losses rate (%) No significant Including: Deposits 87,059,915.18 87,059,915.18 increase on receivable credit risk No significant Amounts due 25,817,026.78 25,817,026.78 increase on from related parties credit risk No significant Otherreceivables 131,673,506.98 5.00 6,583,675.35 125,089,831.63 increase on credit risk Total 244,550,448.94 2.69 6,583,675.35 237,966,773.59 As of 31 December 2019, the Company has no interest receivable, dividends receivable or other receivables recognized in the second stage. Provision for bad debt in the third stage as of 31 December 2019: Lifetime expected Provision for bad Carrying Category Book balance Reason credit losses debt amount rate (%) Credit Provision for bad debt 101,551,717.65 100.00 101,551,717.65 impairment has recognized individually occurred Credit 1.Shandong Rainbow 101,551,717.65 100.00 101,551,717.65 impairment has Commercial Jet Co., Ltd occurred Total 101,551,717.65 100.00 101,551,717.65 B.Provision for bad debts based on incurred loss model as of 31 December 2018 is as follows: 31 December 2018 Category Book balance Provision for bad debt Carrying amount 202 Shandong Airlines Co., Ltd. Annual Report 2019 Proportion Provision Amount Amount (%) ratio (%) Other receivables with individually significant 249,586,501.51 71.71 106,200,587.24 42.55 143,385,914.27 balance and provision for bad debt recognized individually Other receivables with bad debt provision recognized 55,465,677.85 15.94 2,773,283.89 5.00 52,692,393.96 collectively by similar credit risk characteristics Other receivables with individually insignificant balance but recognized 43,000,303.81 12.35 43,000,303.81 provision for bad debt individually Total 348,052,483.17 100.00 108,973,871.13 31.31 239,078,612.04 B1.Other receivables with individually significant balance and provision for bad debt recognized individually as of 31 December 2018 31 December 2018 Entity name Provision for bad Other receivables Provision ratio (%) Reason debt Shandong Rainbow Impairment upon individual 101,551,717.65 101,551,717.65 100.00 Commercial Jet Co., Ltd. assessment No indication of impairment Debtor #1 55,057,392.23 upon individual assessment Impairment assessment by Debtor #2 33,202,261.73 1,660,113.09 5.00 group Impairment assessment by Debtor #3 59,775,129.90 2,988,756.50 5.00 group Total 249,586,501.51 106,200,587.24 42.55 B2.Other receivableswith bad debt provisions recognized based on the balance percentage method as of 31 December 2018 31 December 2018 Group name Accounts receivable Provision for bad debt Provision ratio (%) 203 Shandong Airlines Co., Ltd. Annual Report 2019 31 December 2018 Group name Accounts receivable Provision for bad debt Provision ratio (%) Group by nature 55,465,677.85 2,773,283.89 5.00 Total 55,465,677.85 2,773,283.89 5.00 ④Changes of provision for bad debt during the reporting period Changes during the reporting period 31 December Category 31 December 2018 Recovery or Provision Write-off 2019 reversal Other receivables of individual significance and subject to 101,551,717.65 101,551,717.65 individual impairment assessment Other receivables subject to impairment assessment by credit 7,422,153.48 838,478.13 6,583,675.35 risk characteristics of a group Total 108,973,871.13 838,478.13 108,135,393.00 ⑤There are no written off to other receivables during the reporting period. ⑥Top five closing balances by entity Proportion of the Balance as at 31 Provision for Entity name Nature Age balance to the total December 2019 bad debt other receivables (%) Shandong Rainbow Others 101,551,717.65 Over 5 years 29.34 101,551,717.65 Commercial Jet Co., Ltd. Debtor #1 Deposits 56,331,234.29 Within 1 year 16.28 Debtor #2 Others 50,854,558.62 Within 1 year 14.69 2,542,727.93 Debtor #3 Others 22,857,234.53 Within 1 year 6.6 1,142,861.73 Shandong Air New Media Within 1 year Others 10,095,530.78 2.92 Co., Ltd. Total 241,690,275.87 69.83 105,237,307.31 ⑦The Company has no other receivables relating to government grants. ⑧The Company has no other receivables relating to derecognition of other receivablesfor transfer of financial assets. ⑨The Company has no assets or liabilities arising from continuing involvement in transferred other receivables. 14.3 Long-term equity investments 14.3.1 Investments in Subsidiaries 204 Shandong Airlines Co., Ltd. Annual Report 2019 31 December Current year Current year 31 December Provision Year-end Investee 2018 increase decrease 2019 recognized provision Shandong aviation 48,323,205.97 48,323,205.97 Logistics Ltd Qingdao Feisheng International Aviation 57,677,479.46 57,677,479.46 Training Technology Development Co., Ltd Shandong Jinping 30,310,200.00 30,310,200.00 aviation food Co., Ltd. Shandong Airlines Qingdao Food Co., 7,790,400.00 7,790,400.00 Ltd. Total 144,101,285.43 144,101,285.43 14.3.2 Investments in Joint Ventures and Associates Changes in the current period (+, -) Investment gains Other Other 31 December Impairment and losses Investee Additional Investment comprehensive changes 2018 provision recognized under investment reduction income in the equity adjustment equity method Associates Shandong Rainbow 22,500,000.00 22,500,000.00 Commercial Jet Co., Ltd. Total 22,500,000.00 22,500,000.00 (Continued) Changes in the current period (+, -) Declared cash 31 December Year-end Investee Provision dividends or Others 2019 provision recognized profits Associates Shandong Rainbow 22,500,000.00 22,500,000.00 Commercial Jet Co., Ltd. Total 22,500,000.00 22,500,000.00 14.4 Operating revenues and operating costs 205 Shandong Airlines Co., Ltd. Annual Report 2019 2019 2018 Items Operating revenues Operating costs Operating revenues Operating costs Principal 18,277,680,628.43 17,204,720,972.91 18,089,027,687.91 17,186,382,224.35 activities Other activities 685,084,701.46 6,736,014.89 646,489,679.61 3,547,659.75 Total 18,962,765,329.89 17,211,456,987.80 18,735,517,367.52 17,189,929,884.10 14.5 Investment Income Items 2019 2018 Income from financial assets measured by fair value with changes in fair value — 91,605.86 recognized in profit or loss Income from holding of financial assets available for sale — 17,934,220.07 Investment income from held-for-trading financial assets during holding period 9,316.91 — Dividend income from other equity instrument income during holding period 6,284,357.21 — Total 6,293,674.12 18,025,825.93 Note 15SUPPLEMENTARY INFORMATION 15.1 Current non-recurring statement of profit and loss Items 2019 2018 Description Gains /(losses) on disposal of non-current assets -2,066,959.25 25,187,750.35 Government grants recognized in current profit or loss (except government grants that is closely related to 102,684,463.91 210,862,890.39 operations and determined based on a fixed scale according to the national unified standard) Gains /(losses) arising from changes in fair value of held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities and derivative financial liabilities during the holding period and investment income arising from disposal of -207,436.01 held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities, derivative financial liabilities and other debt investmentexcept effective hedging transactions related to the Company's 206 Shandong Airlines Co., Ltd. Annual Report 2019 Items 2019 2018 Description principal activities Fair value changes of tradable financial assets and tradable financial liabilities held and gains or losses arising from disposals of tradable financial assets, — 3,789,484.18 tradable financial liabilities and financial assets available for sale, excluding hedging contracts relevant to the Company’s daily operating activities Other non-operating income/expenses except for items 105,248,418.17 35,762,795.56 mentioned above Other gains or losses satisfying the definition of 4,954,383.18 10,952,470.45 extraordinary gains or losses Total extraordinary gains/(losses) 210,612,870.00 286,555,390.93 Less: tax effect 52,714,956.95 71,725,366.00 Net extraordinary gains/(losses) 157,897,913.05 214,830,024.93 Less: net extraordinary gains/(losses) attributable to minority interests Net extraordinary gains/(losses) attributable to ordinary 157,897,913.05 214,830,024.93 shareholders 15.2 Return on Net Assets and Earnings Per Share (‘EPS’) 15.2.1 2019 Weighted average return on EPS Profit for the reporting period net assets (%) Basic Diluted Net profit attributable to ordinary shareholders 7.22 0.9 0.9 Net profit attributable to ordinary shareholders after 4.06 0.51 0.51 extraordinary gains and losses 15.2.2 2018 Weighted average return EPS Profit for the reporting period on net assets (%) Basic Diluted Net profit attributable to ordinary shareholders 7.94 0.87 0.87 Net profit attributable to ordinary shareholders 3.03 0.33 0.33 207 Shandong Airlines Co., Ltd. Annual Report 2019 Weighted average return EPS Profit for the reporting period on net assets (%) Basic Diluted after extraordinary gains and losses 208 Shandong Airlines Co., Ltd. Annual Report 2019 Section XIII. 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 2019; 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. Shandong Airlines Co., Ltd. Legal representative: Sun Xiujiang 28 March 2020 209