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山 航B:2008年年度报告(英文版)2009-03-30  

						Shandong Airlines Co., Ltd. 2008 Annual Report



    

    0

    

    山东航空股份有限公司

    

    2008 年年度报告

    

    SHANDONG AIRLINES CO., LTD.

    

    2008 ANNUAL REPORT

    

    March, 2009

    

    Jinan · P.R.C.Shandong Airlines Co., Ltd. 2008 Annual Report

    

    1

    

    Contents and Important Notes

    

    I. Company Profile -------------------------------------------------------------------------------------2

    

    II. Summary of Financial Highlight and Business Highlight ----------------------------------3

    

    III. Changes in Capital Shares and Particulars about Shareholders ------------------------5

    

    IV. Particulars about Directors, Supervisors, Senior Executives and Employees---------8

    

    V. Administrative Structure ------------------------------------------------------------------------13

    

    VI. Brief Introduction to the Shareholders’ General Meeting -------------------------------15

    

    VII. Report of the Board of Directors ------------------------------------------------------------15

    

    VIII. Report of the Supervisory Committee ----------------------------------------------------24

    

    IX. Significant Events --------------------------------------------------------------------------------25

    

    X. Financial Report ----------------------------------------------------------------------------------28

    

    XI. Documents for Reference -----------------------------------------------------------------------84

    

    Important Notes:

    

    The Board of Directors and the Supervisory Committee of Shandong Airlines Co., Ltd.

    

    (hereinafter referred to as the Company) and its directors, supervisors and senior executives

    

    hereby confirm that there are no any fictitious statements, misleading information or

    

    important omissions carried in this report, and shall take all responsibilities, individual

    

    and/or joint, for the reality, accuracy and completion of the whole contents.

    

    Independent Director Mr Fan Shaokun was absent from the Board meeting and authorized

    

    Independent Director Mr. Hu Jijian to vote on his behalf.

    

    Reanda Certified Public Accountants issued the standard unqualified Auditors’ Report for

    

    the Company.

    

    Chairman of the Board Mr. Zhang Xingfu, General Manager Mr. Zeng Guoqiang, and Chief

    

    Accountant Mr. Xiao Feng of the Company hereby confirm that the Financial Report of the

    

    Annual Report is true and complete.

    

    Paraphrases:

    

    The Company: Shandong Airlines Co., Ltd.

    

    SDA: Shandong Aviation Group; the controlling shareholder of the Company

    

    Air China: Air China Limited, the actual controller of the Company

    

    Air China Group: China National Aviation Group Co., Ltd., the controlling shareholder of

    

    Air ChinaShandong Airlines Co., Ltd. 2008 Annual Report

    

    2

    

    I. Company Profile

    

    1. Legal Chinese Name of the Company: 山东航空股份有限公司

    

    Legal English Name of the Company: SHANDONG AIRLINES CO., LTD.

    

    2. Legal Representative: Zhang Xingfu

    

    3. Secretary of Board of Directors of the Company: Li Qing’en

    

    Contact Address: 19/F, SDA Bldg., No. 5746, Er Huan East Road, Jinan, Shandong

    

    Tel.: (86) 531-5698966

    

    E-mail: liqe@shandongair.com.cn

    

    Authorized Representative: Huang Haiming

    

    E-mail: huanghm@shandongair.com.cn

    

    Tel.: (86) 531-85698678

    

    Fax: (86) 531-85698679

    

    4. Registered Address: Yaoqiang International Airport, Jinan, Shandong

    

    Office Address: SDA Bldg., No. 5746, Er Huan East Road, Jinan, Shandong

    

    Post Code: 250014

    

    Company’s Website: http://www.shandongair.com.cn

    

    E-mail: zqb@shandongair.com.cn

    

    5. Newspapers for Disclosing the Information Designated by the Company:

    

    Domestic: China Securities and Securities Times

    

    Overseas: Hong Kong Wen Wei Po

    

    Internet Website for Publishing the Annual Report: http://www.cninfo.com.cn

    

    The Place Where the Annual Report is Prepared and Placed: Enterprise Management and

    

    Investment Management of Securities Dept. of the Company (Room 1920, SDA Bldg.)

    

    Liaison Tel: (86) 531-85698678

    

    6. Stock Exchange Listed with: Shenzhen Stock Exchange

    

    Short Form of the Stock: SHANHANG B

    

    Stock Code: 200152

    

    7. Other Relevant Information of the Company

    

    Initial registration date: Dec. 13, 1999

    

    Registration date after change: June 14, 2007

    

    Registration address: Industrial and Commercial Administration Bureau of Shandong

    

    Province

    

    Registered number for enterprise corporation business license: QGLZ Zi No. 003926

    

    Registered number for taxation: 370112720721201

    

    Name and address of certified public accountants engaged by the Company:

    

    Reanda Certified Public Accountants

    

    Address: Room 2008 on 20/F, East District of No. 1 Building, No. 100, Xili Street,

    

    Balizhuang, Chaoyang District, BeijingShandong Airlines Co., Ltd. 2008 Annual Report

    

    3

    

    II. Summary of Financial Highlight and Business Highlight

    

    Unit: RMB

    

    (I)Main profit index of the Company as of the report year

    

    Items Amount

    

    Operating profit 75,759,367.91

    

    Total profit 108,260,827.56

    

    Net profit attributable to the shareholders of the

    

    listed company 80,981,442.68

    

    Net profit attributable to the shareholders of the

    

    listed company after deducting non-recurring

    

    losses/gains 92,440,296.87

    

    Net cash flow arising from operating activities 1,059,833,106.56

    

    (II) Items of deducting non-recurring gains and losses and the involved amounts are as

    

    following:

    

    Items of non-recurring gains and losses Amount

    

    Net profit 80,981,442.68

    

    Add: (1) Gains and losses from the disposal of non-current asset, including

    

    the offsetting parts which was made accrual of provision for asset

    

    impairment 10,915,236.47

    

    (2) Governmental subsidy calculated into current gains and losses,

    

    while closely related with the business of the Company, excluding the

    

    fixed-amount or fixed-proportion governmental subsidy according to the

    

    unified national standard -4,822,515.00

    

    (3)Losses/gains from changes of fair values occurred in holding

    

    transaction financial assets and transaction financial liabilities, and

    

    investment income obtaining from the disposal of transaction financial

    

    assets and transaction financial liabilities and financial assets available for

    

    sales, excluded effective hedging business relevant with normal operations

    

    of the Company 19,293,822.87

    

    (4) Reversal of provisions for asset impairment of account receivable

    

    which is made singly impairment test -84,834.50

    

    (5)Other losses/gains items according with the definition of nonoperational

    

    losses/gains -10,023,237.59

    

    Subtotal 15,278,472.25

    

    Less:Influence number of income tax of non-recurring losses/gains 3,819,618.06

    

    Net profit after deducting non-recurring gains and losses 92,440,296.87

    

    Less: Net profit deducted non-recurring losses/gains attributable to

    

    minority shareholder 0

    

    Net profit attributable to shareholder of parent company after deducting

    

    non-recurring losses/gains 92,440,296.87

    

    (III) Major accounting data and financial highlights over the previous three years as at the

    

    end of the report period

    

    1. Main accounting data

    

    2007

    

    Increase/decrease this year

    

    compared with that last year

    

    (%)

    

    2006

    

    Items 2008

    

    Before

    

    adjustment After adjustment After adjustment Before

    

    adjustment After adjustment

    

    Operating income

    

    5,049,391,116.47

    

    4,630,130,538.19

    

    4,630,130,538.19 9.06%

    

    4,231,057,944.71

    

    4,231,057,944.71Shandong Airlines Co., Ltd. 2008 Annual Report

    

    4

    

    Total profit 108,260,827.56 57,546,814.19 98,768,111.17 9.61% 43,421,493.61 44,954,831.61

    

    Net profit attributable

    

    to shareholders of the

    

    listed company

    

    80,981,442.68 37,255,985.51 68,171,958.24 18.79% 8,875,631.95 10,025,635.45

    

    Net profit attributable

    

    to shareholders of the

    

    listed company after

    

    deducting non-recurring

    

    gains and losses

    

    92,440,296.87 50,392,077.82 53,689,781.57 72.17% -77,526,808.87 -77,526,808.87

    

    Net cash flow arising

    

    from operating

    

    activities

    

    1,059,833,106.56

    

    734,571,420.98

    

    734,571,420.98 44.28%

    

    1,059,281,297.52

    

    1,059,281,297.52

    

    At the end of 2007

    

    Increase/decrease at the end

    

    of this year compared with

    

    that at the end of last year

    

    (%)

    

    At the end of 2006

    

    Items At the end of

    

    2008

    

    Before

    

    adjustment After adjustment After adjustment Before

    

    adjustment After adjustment

    

    Total assets

    

    7,844,104,901.47

    

    7,039,689,367.94

    

    7,082,444,002.92 10.75%

    

    6,035,555,283.07

    

    6,036,705,286.57

    

    Owners’ equity( or

    

    Shareholders’ equity) 550,012,296.30

    

    436,964,877.39

    

    469,030,853.62 17.27%

    

    399,824,575.27

    

    400,974,578.77

    

    2. Main financial indexes

    

    2008 2007

    

    Increase/decrease this year

    

    compared with that last year

    

    (%)

    

    2006

    

    Before

    

    adjustment

    

    After

    

    adjustment After adjustment Before

    

    adjustment

    

    After

    

    adjustment

    

    Basic earnings per share 0.20 0.09 0.17 17.65% 0.02 0.03

    

    Diluted earnings per share 0.20 0.09 0.17 17.65% 0.02 0.03

    

    Basic earnings per share after

    

    deducting non-recurring gains

    

    and losses

    

    0.23 0.13 0.13 72.41% -0.19 -0.19

    

    Fully diluted return on equity 14.72% 8.53% 14.53% Up 0.19 percentage point 2.22% 2.50%

    

    Weighted average return on

    

    equity 15.89% 8.90% 15.67% Up 0.22 percentage point 2.25% 2.53%

    

    Fully diluted return on equity

    

    after deducting non-recurring

    

    gains and losses

    

    16.81% 11.53% 11.45% Up 5.36 percentage point -19.39% -19.33%

    

    Weighted average return on

    

    equity after deducting nonrecurring

    

    gains and losses

    

    18.14% 12.04% 12.34% Up 5.8 percentage point -19.61% -19.58%

    

    Net cash flow per share arising

    

    from operating activities(RMB) 2.65 1.84 1.84 44.28% 2.65 2.65

    

    At the end

    

    of 2008 At the end of 2007

    

    Increase/decrease at the end

    

    of this year compared with

    

    that at the end of last year

    

    (%)

    

    At the end of 2006

    

    Before

    

    adjustment

    

    After

    

    adjustment After adjustment Before

    

    adjustment

    

    After

    

    adjustment

    

    Net asset per share attributable to

    

    shareholders of listed company 1.38 1.09 1.17 17.27% 0.77 1.00

    

    (IV) The Company’s return on equity and earnings per share as of the year 2008 as

    

    calculated based on fully diluted method and weighted average method taking Requirements

    

    on the Information Disclosure of Companies Publicly Issuing Shares No. 9 as the reference

    

    1. Return on EquityShandong Airlines Co., Ltd. 2008 Annual Report

    

    5

    

    Amount in Profit in the report this period Amount in same period of last year

    

    Period Fully diluted Weighted

    

    average Fully diluted Weighted average

    

    Net profit attributable to common

    

    shareholders 14.72% 15.89% 14.53% 15.67%

    

    Net profit attributable to common

    

    shareholders after deducting the nonrecurring

    

    losses and gains

    

    16.81% 18.14% 11.45% 12.34%

    

    2. Earnings per Share

    

    Amount in this period Amount in same period of last year

    

    Profit in the report

    

    period

    

    Basic earnings

    

    per share

    

    Diluted

    

    earnings per

    

    share

    

    Basic earnings

    

    per share

    

    Diluted earnings

    

    per share

    

    Net profit attributable to common

    

    shareholders 0.20 0.20 0.17 0.17

    

    Net profit attributable to common

    

    shareholders after deducting the nonrecurring

    

    losses and gains

    

    0.23 0.23 0.13 0.13

    

    III. Changes in Shares Capital and Particulars about the Shareholders

    

    (I) Statement of changes in share

    

    Unit: Shares

    

    Before

    

    change Increase/decrease in this time (+ , - ) After

    

    change

    

    Rationed

    

    share

    

    Bonus

    

    share

    

    Conversion of

    

    capital public

    

    reserve

    

    Additional

    

    insurance Others Subtotal

    

    I. Unlisted shares 260000000 260000000

    

    1. Sponsor’s shares 168780100

    

    168780100

    

    Including:

    

    State-owned shares 168581100 168581100

    

    Domestic legal person’s

    

    shares 199000 199000

    

    Foreign legal person’s shares

    

    Others

    

    2. Raised legal person’s

    

    shares

    

    3. Inner employees’ shares

    

    4. Preference shares or other 91219900 91219900

    

    Total unlisted shares 260000000 260000000

    

    II. Listed shares 140000000 140000000

    

    1. RMB ordinary shares

    

    2.Domestically listed foreign

    

    shares 140000000 140000000Shandong Airlines Co., Ltd. 2008 Annual Report

    

    6

    

    3. Overseas listed foreign

    

    shares

    

    4. Other

    

    Total listed shares 140000000 140000000

    

    III. Total shares 400000000 400000000

    

    (II) Particulars about issuance and listing of shares

    

    1. Issuance and listing of shares

    

    The previous three year ended by the period-end, the Company did not issue shares and

    

    derivative securities for trading.

    

    2. During the report period, there were no changes in the number and structure of the

    

    Company’s shares due to bonus share, capital public reserve transferring into share capital,

    

    rationed share, additional issuance, share merger, convertible company’s bonds transferring

    

    shares, disinvestments, listing of inner employees’ shares or company’s employee’s shares,

    

    etc. There were no inner employees’ shares in the Company.

    

    (III) About Shareholders

    

    1. Total shareholders as at the end of the report period

    

    Up to Dec. 31, 2008, the Company had totally 20,397 shareholders, including 20,391 ones of

    

    domestically listed foreign shares. The top ten shareholders of the Company are as following:

    

    Unit: Share

    

    No. Shareholders’ name

    

    Increase/

    

    decrease in

    

    this year

    

    Number of shares

    

    held at the year-end

    

    Proportion

    

    (%) Type Number of shares

    

    pledged or frozen

    

    1 SHANDONG

    

    AVIATION GROUP 0 168004000 42

    

    State-owned

    

    legal person’s

    

    share

    

    Unknown

    

    2 AIR CHINA

    

    LIMITED 0 91200000 22.8

    

    State-owned

    

    legal person’s

    

    share

    

    Unknown

    

    3

    

    GUOTAI JUNAN

    

    SECURITIES(HONG

    

    KONG) LIMITED

    

    -275400 1819000 0.45

    

    Circulation

    

    share Unknown

    

    4 CHEN CHUN PENG 0 1544800 0.39

    

    Circulation

    

    share Unknown

    

    5 CHEN JING JIAN 893040 1304200 0.33

    

    Circulation

    

    share Unknown

    

    6 WU HAO YUAN 0 1062700 0.27

    

    Circulation

    

    share Unknown

    

    7 LIU LI YA 0 1015216 0.25

    

    Circulation

    

    share Unknown

    

    8 ZHENG WEI HUA 0 1000000 0.25

    

    Circulation

    

    share Unknown

    

    9 HE BIN 0 829407 0.21

    

    Circulation

    

    share Unknown

    

    10 XUE PEI MING 0 828400 0.21

    

    Circulation

    

    share Unknown

    

    Note: 1. Shandong Aviation Group is the first largest shareholder of the Company, who holds

    

    the shares of the Company on behalf of the State with unlisted shares.

    

    2. Air China Limited is the second largest shareholder of the Company, who holds the shares

    

    of the Company on behalf of the State with unlisted shares; Air China is the first largest

    

    shareholder of SDA and the actual controller of the Company.

    

    3. Among the above the top ten shareholders, Air China, shareholders of state-owned legal

    

    person’s share, is the first largest shareholder of the SDA, and there exists no associatedShandong 

Airlines Co., Ltd. 2008 Annual Report

    

    7

    

    relationship between SDA and Air China and the other shareholders, and they don’t belong

    

    to the consistent actionist regulated by the Management Regulation of Information

    

    Disclosure on Change of Shareholding for Listed Companies with the other shareholders.

    

    The Company is not aware of their associated relationship among the other shareholders of

    

    circulation share, whether belongs to the consistent actionist regulated by the Management

    

    Regulation of Information Disclosure on Change of Shareholding for Listed Companies.

    

    2. The controlling shareholder of the Company

    

    Name of the controlling shareholder: Shandong Aviation Group

    

    Legal representative: Feng Gang

    

    Date of foundation: Feb. 9, 1995

    

    Place of SDA: No. 5746, Er Huan East Road, Lixia District, Jinan, Shandong

    

    Business scope: Investment and management on aviation transportation; maintaining of

    

    aerostat and ground facilities limited by permission; conference and exhibition service;

    

    working service; maintaining on vehicles of ground passenger transportation and ground

    

    transportation; the sales of general merchandise, handicraft and souvenir; the lodgings; the

    

    dining service; retail sales of the tobacco product; lease of house (limitedly managed by

    

    branches)

    

    Registered capital: RMB 580 million

    

    3. The actual controller of the Company

    

    Actual controller of the Company: Air China Limited.

    

    Legal Representative: Kong Dong

    

    Structure of share equity: China National Aviation Corporation (Group) Limited and China

    

    Aviation (Group) Co., Ltd. (wholly-owned subsidiary company of Air China Group in Hong

    

    Kong) jointly sponsored and founded Air China Limited, which was listed in Hong Kong,

    

    London and Shanghai. Air China Group holds its 43.59% equity.

    

    Date of Foundation: Sep. 30, 2004

    

    Business scope: It was engaged in the domestic and overseas transportation business such as

    

    periodic and aperiodic aviation passenger, cargo, letter and baggage; domestic and overseas

    

    official flight business; aeroplane management business; repairing of aerostat; business agent

    

    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.

    

    Registered capital: RMB 11,072,210,909

    

    49.406%

    

    22.8%

    

    22.8%

    

    42%

    

    4. The Company has no shareholders holding over 10% of shares of the Company except for

    

    the controlling shareholder SDA and actual controller Air China Limited.

    

    5. Particulars about the top ten shareholders of circulation share

    

    No. Name of shareholders Number of shares held at the Type of shares

    

    Air China Limited

    

    Shandong Aviation Group

    

    Shandong Airlines Co., Ltd.Shandong Airlines Co., Ltd. 2008 Annual Report

    

    8

    

    year-end (share) held

    

    1

    

    GUOTAI JUNAN

    

    SECURITIES(HONGKONG) LIMITED 1819000 B-share

    

    2 CHEN CHUN PENG 1544800 B-share

    

    3 CHEN JING JIAN 1304200 B-share

    

    4 WU HAO YUAN 1062700 B-share

    

    5 LIU LI YA 1015216 B-share

    

    6 ZHENG WEI HUA 1000000 B-share

    

    7 HE BIN 829407 B-share

    

    8 XUE PEI MING 828400 B-share

    

    9 JOHN POSS 756000 B-share

    

    10 DENG HONG WEI 650609 B-share

    

    The Company is not aware of their associated relationship among the top ten shareholders of

    

    circulation share, and is unknown whether other circulation shareholders belong to the

    

    consistent actionist regulated by the Management Regulation of Information Disclosure on

    

    Change of Shareholding for Listed Companies.

    

    IV. Particulars about Directors, Supervisors, Senior Executives and

    

    Employees

    

    (I) Directors, Supervisors and Senior Executives

    

    Name Sex Birthday Title Office term

    

    Amounts

    

    at the

    

    year-begin

    

    Amounts

    

    at the

    

    year-end

    

    Feng Gang Male Sep. 1963 Vice Chairman of the

    

    Board

    

    June 28, 2007

    

    -March 14, 2009 0 0

    

    Zhang Xingfu Male Apr. 1955 Chairman of the

    

    Board

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Zeng Guoqiang Male Oct. 1953 Director, General

    

    Manger

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Su Zhongmin Male March 1954

    

    Director, Standing

    

    Deputy General

    

    Manager

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Bai Weisan Male Oct. 1957

    

    Director, Deputy

    

    General Manager,

    

    General Manager of

    

    Qingdao Branch

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Xiao Feng Male Oct. 1968 Director, Chief

    

    Accountant

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Wang Mingyuan Male Sep. 1965 Director March 15, 2006

    

    –March 14, 2009 0 0

    

    Kou Zunxian Male Aug. 1955 Director March 15, 2006

    

    –March 14, 2009 0 0

    

    Wang Jieming Female June 1958 Director March 15, 2006

    

    –March 14, 2009 0 0Shandong Airlines Co., Ltd. 2008 Annual Report

    

    9

    

    Wang Zhi Male May 1942 Independent Director March 15, 2006

    

    –March 14, 2009 0 0

    

    Hu Jijian Male Nov. 1942 Independent Director March 15, 2006

    

    –March 14, 2009 0 0

    

    Fang Shaokun Male Oct. 1962 Independent Director March 15, 2006

    

    –March 14, 2009 0 0

    

    Wei Jincai Male Feb. 1950 Independent Director March 15, 2006

    

    –March 14, 2009 0 0

    

    Wang Fuzhu Male June 1953

    

    Chairman of the

    

    Supervisory

    

    Committee

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Gao Lihua Male May 1969 Supervisor March 15, 2006

    

    –March 14, 2009 0 0

    

    Wang Wuping Male March 1965 Supervisor March 15, 2006

    

    –March 14, 2009 0 0

    

    Wang Xianlin Male Nov. 1965 Supervisor, Deputy

    

    Chief Pilot

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Zhou Qiaoyan Female Jan. 1975

    

    Supervisor, Deputy

    

    Head of Cabin

    

    Service Department

    

    March 15, 2006

    

    –March 14, 2009 0

    

    Song Yuxia Female Jan. 1956 Deputy General

    

    Manager

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Yu Haitian Male Sep. 1969 Deputy General

    

    Manager

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Li Qing’en Male Aug. 1955

    

    Deputy General

    

    Manager, Secretary

    

    of the Board

    

    March 15, 2006

    

    –March 14, 2009 0 0

    

    Zhang Qingshe Male Oct. 1958 Chief Pilot March 15, 2006

    

    –March 14, 2009 0 0

    

    He Guobin Male July 1949 Chief Engineer March 15, 2006

    

    –March 14, 2009 0 0

    

    Note: 1. There was no change in the number of shares held by directors, supervisors and

    

    senior executives in the report period.

    

    2. Particulars about directors, supervisors holding the post in Shareholding Company

    

    Name

    

    Name of the

    

    Shareholding

    

    Company

    

    Position in the Shareholding

    

    Company

    

    Draw remuneration and

    

    allowance from the

    

    Shareholding Company

    

    (Yes or no)

    

    Feng Gang SDA Chairman of the Board, President Yes

    

    Zhang Xingfu SDA Secretary of Party Committee,

    

    Vice-president Yes

    

    Wang Fuzhu SDA Chief Accountant Yes

    

    Wang Wuping SDA Head of Financial Department Yes

    

    Wang Mingyuan Air China

    

    Commissary of Commerce

    

    Commission,

    

    General Manager of Network

    

    Proceedings Department

    

    Yes

    

    Gao Lihua Air China

    

    General Manager of Income

    

    Settlement Department of

    

    Commerce Commission

    

    Yes

    

    (II) Main work experiences in the near five years of the directors, supervisors and senior

    

    executives, as well as particulars of their full time or part time posts in other units other than

    

    the shareholding companies

    

    Name Main work experience Full-time or part-time posts in other units

    

    other than the shareholding companiesShandong Airlines Co., Ltd. 2008 Annual Report

    

    10

    

    Feng Gang

    

    01/2004-05/2007, General Manager and Party

    

    Secretary of China National Aviation Asset

    

    Management Co., Ltd.;

    

    05/2007 till now, Chairman and President of

    

    SDA;

    

    06/2007 till now, Director and Vice-president of

    

    the Company.

    

    Zhang Xingfu

    

    01/2004-12/2005, Deputy Mayor in Yantai;

    

    12/2005 till now, Party Secretary, Vice-president

    

    of SDA;

    

    03/2006 till now, Chairman of the Board of the

    

    Company.

    

    Chairman of Taikoo Shandong Aircraft

    

    Engineering Co., Ltd.

    

    Zeng

    

    Guoqiang

    

    01/2004 till now, Director and General Manager

    

    of the Company.

    

    Su Zhongmin 01/2004 till now, Director and Standing Deputy

    

    General Manager of the Company.

    

    Chairman of the Board of Qingdao

    

    International Logistics Centre Co., Ltd.

    

    Bai Weisan

    

    01/2004-12/2005, Director and Deputy General

    

    Manager of the Company;

    

    05/2005 till now, General Manager of Qingdao

    

    Branch of the Company.

    

    Xiao Feng

    

    01/2004-08/2005, Deputy General Manager of

    

    Financial Department of Air China ;

    

    04/2005 till now, Director of the Company;

    

    08/2005 till now, Chief Accountant of the

    

    Company.

    

    Wang

    

    Mingyuan

    

    01/2004-06/2005, Deputy General Manager of

    

    Sales & Marketing Department of Air China;

    

    06/2005 till now, Commissary of Commerce

    

    Commission, General Manager of Network

    

    Proceedings Department of Air China ;

    

    03/2006 till now, Director of the Company.

    

    Kou Zunxian

    

    01/2004-03/2007, Director of Asset

    

    Management Department of Shandong

    

    Economic Development and Investment

    

    Company;

    

    03/2007 till now, Deputy General Manager of

    

    Shandong Economic Development and

    

    Investment Company;

    

    04/2005 till now, Director of the Company.

    

    Wang Jieming

    

    01/2004 till now, Director of Planning Financial

    

    Department of Shandong Economic

    

    Development and Investment Company;

    

    03/2006 till now, Director of the Company.

    

    Wang Zhi 01/2004 till now, Independent Director of the

    

    Company.

    

    President of Nanjing University of

    

    Aeronautics and Astronautics;

    

    Independent Director of China Southern

    

    Airlines.

    

    Hu Jijian

    

    01/2004 till now, Professor of Shandong

    

    Institute of Economics;

    

    01/2004 till now, Independent Director of the

    

    Company.

    

    Independent Director of Luyin Investment

    

    Group Co., Ltd.

    

    Fang Shaokun

    

    01/2004 till now, Vice President of Yantai

    

    University;

    

    12/2004 till now, Independent Director of the

    

    Company.

    

    Lawyer at Shandong Sunsum Law Firm.

    

    Wei Jincai

    

    01/2004-10/2008, Party Secretary of Civil

    

    Aviation Management Institute of China;

    

    10/2008 till now, President of Civil Aviation

    

    Management Institute of China;Shandong Airlines Co., Ltd. 2008 Annual Report

    

    11

    

    03/2006 till now, Independent Director of the

    

    Company.

    

    Wang Fuzhu

    

    01/2004-04/2005, Director of the Company;

    

    01/2004 till now, Chief Accountant of SDA;

    

    05/2005 till now, Chairman of Supervisory

    

    Committee of the Company.

    

    Gao Lihua

    

    01/2004-10/2008, Deputy General Manager of

    

    the Financial Department of Air China;

    

    10/2008 till now, General Manager of Income

    

    Settlement Department of commerce

    

    commission of Air China;

    

    03/2006 till now, Supervisor of the Company.

    

    Wang Wuping

    

    01/2004 till now, Director of the Financial

    

    Department of SDA; Supervisor of the

    

    Company.

    

    Wang Xianlin

    

    01/2004-09/2007, Group Leader of NO. 2

    

    Flying Group of the Company;

    

    09/2007 till now, Deputy Chief Pilot of the

    

    Company;

    

    01/2004 till now, Supervisor of the Company.

    

    Zhou Qiaoyan

    

    01/2004 till now, Deputy Head of Cabin Service

    

    Department of the Company;

    

    03/2006 till now, Supervisor of the Company.

    

    Song Yuxia

    

    01/2004-04/2005, Director of the Company;

    

    01/2004-05/2005, General Manager of Qingdao

    

    Branch of the Company;

    

    01/2004 till now, Deputy General Manager of

    

    the Company.

    

    Chairwoman of the Board of Shandong

    

    International Aero Training Co., Ltd.,

    

    Chairwoman of the Board of Qingdao

    

    Feisheng International Aero Technical

    

    Training Co., Ltd.

    

    Yu Haitian 01/2004 till now, Deputy General Manager of

    

    the Company.

    

    Chairman of the Board of Shandong

    

    Xiangyu Aero Technical Services Co., Ltd.

    

    Li Qing’en

    

    01/2004-08/2005, Chief Accountant of the

    

    Company;

    

    01/2005 till now, Deputy General Manager and

    

    Secretary of Board of Directors of the

    

    Company.

    

    Zhang

    

    Qingshe 01/2004 till now, Chief Pilot of the Company.

    

    He Guobin 01/2004 till now, General Engineer of the

    

    Company.

    

    (II) Particulars about annual payment

    

    The payments of the directors, supervisors and senior executives of the Company were

    

    determined according to the performances and results salary system. The allowance for each

    

    independent director was RMB 50,000 per year as the basic number plus an extra allowance

    

    of RMB 600 for every working day.

    

    Name Title

    

    Total amount of annual

    

    remuneration

    

    (RMB’000, before tax)

    

    Zeng Guoqiang Director, General Manager 55.53

    

    Su Zhongmin Director, Standing Deputy General Manager 48.90

    

    Bai Weisan Director, Deputy General Manager, General

    

    Manager of Qingdao Branch of the Company 47.92

    

    Xiao Feng Director, Chief Accountant 39.43Shandong Airlines Co., Ltd. 2008 Annual Report

    

    12

    

    Wang Zhi Independent Director 5.90

    

    Hu Jijian Independent Director 5.90

    

    Fang Shaokun Independent Director 5.90

    

    Wei Jincai Independent Director 5.90

    

    Wang Xianlin Supervisor, Deputy Chief Pilot 26.47

    

    Zhou Qiaoyan Supervisor, Deputy Head of Cabin Service

    

    Department 18.06

    

    Song Yuxia Deputy General Manager 49.70

    

    Yu Haitian Deputy General Manager 47.34

    

    Li Qing’en Deputy General Manager, Secretary of Board of

    

    Directors 42.98

    

    Zhang Qingshe Chief Pilot 47.35

    

    He Guobin General Engineer 46.96

    

    Total 494.24

    

    Director Mr. Feng Gang and Director Mr. Zhang Xingfu, together with Supervisor Mr. Wang

    

    Fuzhu and Supervisor Mr. Wang Wuping drew their remunerations from SDA, the

    

    controlling shareholder, not from the Company; Director Mr. Wang Mingyuan, and

    

    Supervisor Mr. Gao Lihua drew their remunerations from Air China, not from the Company;

    

    Director Mr. Kou Zunxian and Director Ms. Wang Jieming drew their remunerations from

    

    Shandong Economic Development and Investment Company, not from the Company.

    

    (III) Particulars about changes of directors, supervisors and senior executive

    

    In the report period, there were no changes of directors, supervisors and senior executive.

    

    Note: On March 6, 2009, Mr. Bai Weisan resigned his posts of Director and Deputy General

    

    Manager of Shandong Airlines Co., Ltd due to work change, Mr. Li Qing’en did not

    

    concurrently hold the post of Secretary of the Board of Directors of the Company due to

    

    work arrangement.

    

    With the recommendation of Air China and the nomination of General Manager Mr. Zeng

    

    Guoqiang, the Board of Directors engaged Mr. Xiao Feng and Mr. Qiu Feng as the Deputy

    

    General Managers of Shandong Airlines Co., Ltd. Chairman Mr. Zhang Xingfu will perform

    

    the duties as Secretary of the Board of Directors on behalf while the position as Secretary of

    

    the Board of Directors is vacant.

    

    (IV) About staff

    

    By the end of the report period, the Company had 3,857 employees in total, including 54

    

    postgraduates (Master Degree and Doctor Degree) or above, 2,056 persons graduated from

    

    3-years regular college or above. The staff structure is as follows:

    

    Type of employee Number Proportion to the total employees

    

    Flight personnel 444 11.5%

    

    Aircraft crew and maintenance personnel 647 16.8%

    

    Marketing personnel 822 21.3%

    

    Air host and hostess 796 20.6%

    

    Ground attendant 316 8.2%

    

    Financial personnel 149 3.8%Shandong Airlines Co., Ltd. 2008 Annual Report

    

    13

    

    Others 683 17.8%

    

    By the end of the report period, there were 21 retirees in the Company.

    

    V. Administration Structure of the Company

    

    (I) Particulars about Company Administration

    

    1. Particulars about the Company Administration in the report period

    

    In 2008, strictly according to Company Law, Securities Law and relevant laws and

    

    regulations promulgated by CSRC, the Company continuously perfected the Company’s

    

    corporate governance structure and standardized its operation. In the report period, special

    

    governance campaign for listed companies was accomplished; the Company perfected a

    

    series of administrative and internal control system, modified and perfected the rules and

    

    systems, thus providing powerful system and organization guarantee for its orderly operation.

    

    Professional committees of the Board of Directors carried their work step by step, and the

    

    scientific decision making level further enhanced. Working as callers of different

    

    professional committees, independent directors’ influence were also strengthened. Compared

    

    with the standard documents issued by CSRC on governance for listed companies, the Board

    

    of Directors thinks the actual administration of the Company was basically in accordance

    

    with regulations of Code of Corporate Governance for Listed Companies.

    

    2. Particulars about Special Governance Campaign

    

    According to the CSRC【2008】 No. 27 Notice and the requirements of Announcement on

    

    Carrying Out Further Deeply Promoting Special Campaign for Corporate Governance of

    

    Listed Companies Promulgated by CSRC issued by Shandong Securities Regulatory Bureau,,

    

    the leader team on Special Governance Campaign issued special explanation report on

    

    rectification ended as June 30, 2008 in light of the matters of self assessment in Rectification

    

    Report on Special Campaign of Governance of the COmpnay in 2007, and the explanation

    

    report was published on Juchao Website www.cninfo.com.cn.

    

    Throught self assesement and self rectification, the Company further fined and perfected the

    

    Company’s system construction, regulated governance and information disclosure of the

    

    Company, operated strictly in accordance with the laws and regulations and the rules of the

    

    Company, promoted regulated operation level, and advanced the sustainable, healthy and

    

    steady development of the Company.

    

    (II) Performance of Independent Directors

    

    Since the Independent Directors of the Company, Mr. Wang Zhi, Mr. Hu Jijian, Mr. Fang

    

    Shaokun and Mr. Wei Jincai took their posts, they fulfilled their duties in an honest, diligent

    

    and responsible way, attended various meetings of the Board and Shareholders’ General

    

    Meeting on time and attended Supervisory Committee meetings as non-voting delegates;

    

    researched and studies actively the operation, business development and financial status of

    

    the Company, supervised stictly over and guided the normative operation of the Company,

    

    participated actively in the decision-making of the Board of Directors, and expressed

    

    independent and objective opinions on the nomination of Director, suggestion and

    

    engagement of certified public accountants and significant related transactions of the

    

    Company, offering scientific and reasonable comments and proposals for many times on the

    

    management and development of the Company by their own professional knowledge.

    

    1. Particulars about Independent Directors’ Attending the Board of Directors

    

    Name

    

    Present Times for

    

    the Board of

    

    Directors this year

    

    Presenting

    

    in person

    

    (Times)

    

    Entrusted

    

    presence

    

    (Times)

    

    Absent

    

    (Times)

    

    Wang Zhi 5 5 0 0Shandong Airlines Co., Ltd. 2008 Annual Report

    

    14

    

    Hu Jijian 5 5 0 0

    

    Fang Shaokun 5 4 1 0

    

    Wei Jincai 5 5 0 0

    

    2. Objections on the related terms of the Company offered by the independent directors:

    

    In the report period, there was no objection made by independent directors on related matters.

    

    (III) Separation of the Company and holding shareholder in business, personal, assets,

    

    organization and finance.

    

    The Company and SDA, the controlling shareholder, have been made “Five Seperations” in

    

    business, personal, assets, organization and finance. The Company possesses the

    

    independent and complete business and operates independently.

    

    (IV) Evaluation and encouragement mechanism of senior executives

    

    According to the internal Regulation on the Integrated Evaluation and Management of

    

    Executives, the Company conducted the annual comprehensive evaluation on the senior

    

    executives and implemented the wage system where payment was linked with performances.

    

    (V) Particulars about establishment and perfection of the Company’s internal control system

    

    1. Self-assessment summary on implementation effectiveness of internal control system of

    

    the Company in this year from the board of directors:

    

    Throught establishing and effectively implementing internal control system, the operations

    

    of the Company presented better development trend, the management abilities improved

    

    further, realized the integration of security and benefit. In accordance with relevant laws and

    

    regulations and requirements of relevant department, the Company established and perfected

    

    complete and reasonable internal control, generally guaranteed the normal operation of

    

    production of the Company, reduced the management risks to somer extent, implementations

    

    of all the significant aspects relevant with accounting statement as of Dec. 31, 2008

    

    according to the control system.

    

    The Board of Directors of the Company made self-assessment on the aforesaid aspects of

    

    internal control of this year; no significant faults in internal control design or implementation

    

    were discovered. The Board of Directors of the Company thought the internal control system

    

    of the Company was integrated and implemented effectively from Jan. 1st of this year to the

    

    end of the report period.

    

    For details, please refer the Bord of Directors’ Self Assessment Report on Internal Control of

    

    Shandong Airlines Co., Ltd.

    

    2. Opinions given by Supervisory Committee on Self-estimation for The Company Internal

    

    Control

    

    According to Basic Standard for Enterprise Internal Control promulgated by Ministry of

    

    Finance and CSRC and the Guideline of Internal Control for the Listed Companies of

    

    Shenzhen Stock Exchange, The Company earnestly checked the internal control system of

    

    the Company in 2008, thought:

    

    (1) The internal control system basically accorded with requirements of supervision, and also

    

    went well with the present demands for the production and operation of the Company;

    

    (2)The implementation of internal control of the Company was effective; the systems should

    

    be perfected continuously in accordance with relevant regulations.

    

    3. Independent Opinion given by Independent Board of Directors on Self-assessment for The

    

    Company Internal control

    

    In 2008, According to Basic Standard for Enterprise Internal Control promulgated by

    

    Ministry of Finance and CSRC and the Guideline of Internal Control for the Listed

    

    Companies of Shenzhen Stock Exchange, the Company checked the internal control systemShandong Airlines Co., 

Ltd. 2008 Annual Report

    

    15

    

    wholly and deeply, On the basis of independent judgment; independent directors made

    

    careful checkings on internal control of the Company in 2008 and made the following

    

    independent opinions:

    

    (1) The internal control system basically conformed to the relevant laws of the State and

    

    requirements of securities supervisory department, and also went well with the present

    

    demands for production and operation of the COmpnay;

    

    (2) The internal control methods of the Company had good effects on the control of every

    

    procedure and every part of enterprise management, and the implementation was effective.

    

    VI. Brief introduction to the Shareholders’ General Meeting

    

    In the report period, the Company held one Shareholders’ General Meeting, which was the

    

    Annual Shareholders’ General Meeting of 2007.

    

    1. Notification, convening and holding of the Shareholders’ General Meeting

    

    On Apr. 22, 2008, at time of 10:00, the Company held its 2007 Annual Shareholders’

    

    General Meeting on 31/F conference room of SDA Building. The Company notified the

    

    shareholders of the meeting by means of Public Notice, and the notification of the meeting

    

    was published in China Securities, Securities Times and Hong Kong Wen Wei Po dated Mar.

    

    26, 2008. Totally 7 shareholders and shareholder’s proxies with authorization from

    

    shareholders representing 260,939,000 shares of the Company presented at the meeting,

    

    taking 65.23% in the total amount of shares with voting rights of the Company: including

    

    259,801,000 state-owned legal person’s shares, taking 64.95% of total shares of the

    

    Company; 199,000 domestic legal person’s shares, taking 0.05% of total shares; 939,000

    

    domestically listed foreign share (B share), taking 0.23% of total shares of the Company.

    

    Chairman of the Board, Mr. Zhang Xingfu presided the meeting. The directors, supervisors

    

    and senior executives of the Company attended the meeting. The convening and holding of

    

    the Meeting accorded with the regulations of Company Law, Standardizing Opinions on

    

    Shareholders’ General Meeting of Listed Company and Articles of Association of the

    

    Company.

    

    2. The resolutions passed by the Shareholders’ General Meeting and the disclosure of public

    

    notice on resolutions

    

    Following proposals were examined item-by-item and approved by means of roll call vote in

    

    the meeting:

    

    (1) Work Report 2007 of the Board of Directors of Shandong Airlines Co., Ltd.;

    

    (2) Work Report 2007 of the Supervisory Committee of Shandong Airlines Co., Ltd.;

    

    (3) Annual Report 2007 of Shandong Airlines Co., Ltd.;

    

    (4) Financial Settlement Report 2007 of Shandong Airlines Co., Ltd.;

    

    (5) Profit Distribution Plan 2007 of Shandong Airlines Co., Ltd.;

    

    (6) Airplane Introduction Plan from 2009 to 2013;

    

    (7) Proposal on Routine Related Transaction in 2008;

    

    (8) Proposal on Re-engaging Certified Public Accountants and its Remunerations.

    

    The resolutions of the meeting were published in China Securities, Securities Times and

    

    Hong Kong Wen Wei Po dated Apr. 23, 2008.

    

    VII. Report of the Board of Directors

    

    (I) Discussion and analysis to the operation

    

    The Company is a civil aviation transportation enterprise. In 2008, the Company insisted on

    

    taking the utmost interests for itself and its shareholders as the springboard, earnestly carried

    

    out responsibility endowed by Articles of Association. With the tough leaders of Shandong

    

    Provincial Party Committee, Provincial Government, Civil Aviation Administration of China,

    

    the Company made active progress, fought against difficulties with hard attitude, and

    

    successfully responded to tests of earthquake-fighting, disaster rescue and guarantee for theShandong 

Airlines Co., Ltd. 2008 Annual Report

    

    16

    

    Olympic Games, in front of various difficulties and pressures. Meanwhile, the Company

    

    actively responded to the new challenges brought by international financial crisis; its safety

    

    quality was improved continuously; operation capability was advanced steadily; production

    

    and operation kept profit-making; organization for innovation was promoted in stable steps;

    

    enterprise culture system was constructed; development of safety, high efficiency,

    

    continuance, harmonization as well as health was realized.

    

    1. Safety. In 2008, no non-safety incidents over symptoms of flight accidents happened to

    

    the Company due to the responsibility of the Company. The overall safety trend was stable.

    

    New improvement was made in safety management level. The team was steadier and

    

    management & control ability on safety was further advanced.

    

    2. Transport index. In 2008, the Company totally made 127,000 hours for safety flight and

    

    76,000 flights flied, respectively 16.5% and 8.5% up compared to those of the same period

    

    of last year; traffic mileage amounting to 800 million ton*kilometer was reached by the

    

    Company, 24.5% up compared to those of the same period of last year; and totally 6,555,000

    

    passengers were safely delivered, 15.3% up compared to those of the same period of last

    

    year.

    

    3. Benefit. In 2008, the Company has realized operating income of RMB 5.049 billion and

    

    total profit of RMB 108,260,900, respectively 9.06% and 19.14% up compared to those of

    

    the same period of last year; RMB 75,759,400 for operating profit; ton*kilometer level for

    

    profit from transport business increased RMB 0.04 compared to that of the same period of

    

    last year; the Company received some promotion in its ability of making profit, developing

    

    and debt repaying.

    

    4. Market. In 2008, the flight course structure was forwardly optimized and relevant cost was

    

    greatly reduced. Assumptions of course transfixion between south and north, course of east

    

    and west being in series was primarily realized, which effectively improved return level of

    

    Chongqing and Xiamen bases and their contribution to the network. In Xiamen base, more

    

    strength was input in transport capacity and density of flight course; plane was increased to 3

    

    ones from the original one, and cities available for flight arrival amounted to 13. The charter

    

    flight from Jinan to Niigata Japan was executed, and Qingdao-Taipei direct charter flight

    

    was available. Action was made to promote the optimization for sales network in freight area

    

    and Truck scheduled flight network was constructed with Weifang as the distributing center.

    

    5. Service punctuality. In 2008, taking implementation of service brand as mainline, the

    

    Company made seven actions plan to promote service innovation and standard construction,

    

    which made service quality improved in some degree. Punctuality for the whole year’s

    

    scheduled flights reached at 81.73%; only 1.3 times complains were received from every

    

    10,000 passengers, 0.01% down compared to that of the same period of last year; the

    

    satisfaction rate from passengers was 89.2%, 0.1% down compared to that of the same

    

    period of last year; and the dilapidation error rate for baggage was 0.0282%. In the activity

    

    of Civil Aviation in Eyes of Passenger for 2008, the Company was rewarded with

    

    Outstanding Award for Abnormal Service of Scheduled Flight.

    

    (II)Operation in the report period

    

    1. Scope of main operations and their status

    

    The Company is mainly engaged in business of passenger and cargo civil aviation

    

    transportation and air traffic from home to its surrounding nations and districts, hotel and

    

    food service, air machine reparation, agency business for inter airlines, ground services

    

    related to main operation.

    

    2. Constitution of main business of the Company

    

    (1)Main business classified by industries

    

    Unit: RMB

    

    Industry Operation income Operation cost Operation

    

    profit

    

    Operation

    

    income

    

    Operation

    

    cost

    

    Operation profit ratio

    

    increased or decreasedShandong Airlines Co., Ltd. 2008 Annual Report

    

    17

    

    ratio (%) increased

    

    or

    

    decreased

    

    compared

    

    to last

    

    year (%)

    

    increased

    

    or

    

    decreased

    

    compared

    

    to last

    

    year (%)

    

    compared to last year

    

    Aviation

    

    transportation

    

    service

    

    4,953,048,164.35 4,101,665,962.58 17.19 9.98 9.04 Increased 0.72

    

    percentage point

    

    Cargo transportation

    

    logistics 6,020,693.27 1,313,169.79 78.19 -16.97 -24.27 Increased 2.1

    

    percentage points

    

    Hotel and food

    

    service 22,538,565.66 15,614,100.05 30.72 -13.51 -4.28 Decreased 6.68

    

    percentage points

    

    (2)Main business classified by areas

    

    Unit: RMB

    

    Domestic International

    

    Industry Operation income

    

    Increased or

    

    decreased

    

    compared to

    

    last year

    

    Operation income

    

    Increased or

    

    decreased

    

    compared to

    

    last year

    

    Aviation transportation service 4,776,170,383.28 0.10 176,877,781.07 0.11

    

    Cargo transportation logistics 6,020,693.27 -0.17 - -

    

    Hotel and food service 31,801,807.87 0.22 - -

    

    3. Operations and achievements of holding and share-join companies

    

    (1) Qingdao International Airlines Logistics Center Co., Ltd.

    

    Qingdao International Airlines Logistics Center Co., Ltd., whose shares are held by the

    

    Company, is mainly engaged in air cargo storage, ground dispatching, e-commerce, the 3rd

    

    party logistics design and implementation, logistics business consultation and other related

    

    services, with registered capital amounting to RMB 30 million. In the report period, the

    

    company realized net profit amounting to RMB2,190,600. Till the end of the report period,

    

    the total assets were RMB 45,721,700 and RMB 41,903,200 for net assets.

    

    (2) Shandong Airlines Rainbow Jet Co., Ltd.

    

    Shandong Airlines Rainbow Jet Co., Ltd., which the Company joined shares in, realized net

    

    profit of RMB -210,500 by audited in the report period. Till the end of the report period, the

    

    total assets were RMB 92,804,200.

    

    (3)Sichuan Airlines Co., Ltd.

    

    Sichuan Airlines Co., Ltd., which the Company joined shares in, has not finished the 2008

    

    audit work till now.

    

    (4) Travelsky Technology Limited

    

    Travelsky Technology Limited, which the Company joined shares in, has not finished the

    

    2008 audit work till now.

    

    (5) Jinan International Airport Co., Ltd.

    

    Jinan International Airport Co., Ltd., which the Company joined shares in, has not finished

    

    the 2008 audit work till now.

    

    4. Main suppliers and customers

    

    The total purchase amount from the top five suppliers of the Company took up 40% of the

    

    total annual purchase amount (mainly purchase aviation oil, aviation materials and plane

    

    supply products); and the total amount of sales to the top five customers took up 13.68% of

    

    the total annual amount of sales of the Company.

    

    5. Problems and difficulties occurred in operationsShandong Airlines Co., Ltd. 2008 Annual Report

    

    18

    

    (1)The profit-making ability of the Company still needs to be improved. In 2008, according

    

    to the profit index for transport business, the Company still appeared loss, which was similar

    

    to the general situation for the whole industry. The Company finally realized general payoff

    

    mainly by income from exchange.

    

    (2) The losses from CRJ series airplanes of the Company have not been completely solved

    

    yet.

    

    (III)Investment of the Company

    

    1. In the report period, there was no proceeds raised or application of proceeds raised in the

    

    previous period but lasted to this report period in the Company.

    

    2. In the report period, the Company had no investment with non-raised proceeds.

    

    (IV) Financial status of the Company in the report period

    

    1. Change of accounting policy and accounting estimation, and correction of accounting

    

    error

    

    In order to avoid the risk of fluctuation of interest rate when financing, the Company

    

    successively signed Interest Rate Swap Contract with bank with the principal amounting to

    

    USD 309 million from 2004 to 2005. Until Dec. 31st of 2007, the Company still held the

    

    interest rate swap contract with the principal amounting to USD 179,344,000 which had not

    

    been matured. Respectively on Dec. 31st of 2007 and Dec. 31st of 2006, the market values of

    

    the interest rate swap contract were confirmed by bank to be RMB 42,754,634.98 (USD 5,

    

    853,111.05) and RMB 1,533,338.00 (USD 190,000.00) respectively. According to cautious

    

    principle, before 2008, value for the interest rate swap contract was all reflected in offbalance

    

    sheet, value for the interest rate swap contract was expected to reflect on-balance

    

    sheet from 2008. When preparing the comparative financial statement between 2008 and

    

    2007, the Company had already corrected errors. Since corrected, RMB 42,754,634.98 was

    

    increasely adjusted to the 2007 transaction financial assets and RMB 10,688,658.74 was

    

    increasely adjusted to the 2007 deferred income tax liability, and RMB 32,065,976.23 was

    

    increasely adjusted to the 2007 retained earnings:

    

    Amount involved in retrospective adjustment

    

    Items

    

    2007 Year-begin of 2007

    

    Amount

    

    accumulatively

    

    influenced

    

    Income from change of fair

    

    value 41,221,296.98 1,533,338.00 42,754,634.98

    

    Income tax expense 10,305,324.25 383,334.50 10,688,658.75

    

    Undistributed profit 30,915,972.73 1,150,003.50 32,065,976.23

    

    Surplus reserve 0.00 0.00 0.00

    

    2. Assets constitution and reasons for the changes

    

    (1) Significant change in assets constitution of the Company compared to that of the same

    

    period of last year during the report period

    

    Unit: RMB

    

    Item Dec. 31st of 2008 Dec. 31st of 2007 Increase Scope ofShandong Airlines Co., Ltd. 2008 Annual Report

    

    19

    

    Amount Proportion Amount Proportion

    

    or

    

    decrease

    

    scope in

    

    amount

    

    compared

    

    to that of

    

    last year

    

    (%)

    

    change in

    

    proportion

    

    Transaction financial assets 23,460,812.11 0.30% 42,754,634.98 0.60% -45.13 -0.30%

    

    Accounts receivable 126,118,032.09 1.61% 208,349,054.20 2.94% -39.47 -1.33%

    

    Accounts paid in advance 29,124,244.97 0.37% 20,788,886.80 0.29% 40.10 0.08%

    

    Inventory 74,347,529.57 0.95% 52,238,139.37 0.74% 42.32 0.21%

    

    Notes payable 10,000,000.00 0.13% 15,000,000.00 0.21% -33.33 -0.08%

    

    Tax payable 113,610,355.47 1.45% 86,739,296.55 1.22% 44.44 0.37%

    

    Non-current liability due within one year 615,589,677.22 7.85% 302,623,652.29 4.27% 103.42 3.57%

    

    Deferred earnings 18,319,557.83 0.23% 4,871,343.11 0.07% 276.07 0.16%

    

    (2)Reason for change

    

    Item Explanations

    

    Transaction financial assets Mainly due to change of fair value

    

    Accounts receivable Mainly due to great shortening of BSP settlement period

    

    Accounts paid in advance Mainly due to increase of 3 planes in this report period, which caused a great

    

    increase in account paid in advance for flight materials

    

    Inventory Mainly due to increase of 3 planes in this report period, which caused a great

    

    increasing demand for flight materials

    

    Notes payable Mainly due to that commercial acceptance bill was matured and payment was

    

    made

    

    Tax payable Mainly due to the increase in profit of the Company which led to increase in

    

    income tax

    

    Non-current liability due

    

    within one year Mainly due to that long-term loans matured in 2009 were more than those in 2008

    

    Deferred earnings

    

    Mainly due to that the Company adopted incentive plan for regular passengers in

    

    this year, and confirmed the un-honored part among the account obtained from

    

    passengers as deferred earnings

    

    3. Change and corresponding explanation on the period expense of the Company occurred in

    

    the report period

    

    (1)Change in main financial data

    

    Unit: RMB

    

    Item 2008 2007 Increase or decrease

    

    scope(%)

    

    Sales tax and extra charges 132,823,862.65 137,305,155.03 -3.26%

    

    Sales expense 236,554,096.88 211,372,665.37 11.91%

    

    Administration expense 187,022,654.78 171,407,025.30 9.11%

    

    Financial expense 253,541,156.57 219,325,967.84 15.60%

    

    (2)Explanation for the above changes

    

    Item Explanation

    

    Sales tax and extra charges Due to derating of fuel extra operation tax regulated by national policy in

    

    the report periodShandong Airlines Co., Ltd. 2008 Annual Report

    

    20

    

    Sales expense Due to increase of sales

    

    Administration expense Due to increase of personnel and hand-in proportion for labor insurance

    

    Financial expense Due to expansion of loan scale and decrease of income from exchange

    

    4. Measurement attributes adopted for the main assets

    

    The Company started to implement the new Accounting Standard for Enterprise since Jan.

    

    1st of 2007. In the report period, no significant change had happened to the measurement

    

    attributes adopted for the main assets of the Company. Details of the measurement attributes

    

    are available in Notes to Financial Report.

    

    5. Constitution of cash flow of the Company, and particulars about the items which received

    

    significant changes compared to those of last year and reasons for the changes

    

    (1) Constitution of the cash flow

    

    Unit: RMB

    

    Item 2008 2007

    

    Increase or decrease

    

    occurred in this year

    

    compared to that of last

    

    year(%)

    

    Net cash flow arising from operating

    

    activities 1,059,833,106.56 734,571,420.98 44.28%

    

    Net cash flow arising from investment

    

    activities -1,285,932,710.29 -1,278,473,770.97 0.58%

    

    Net cash flow arising from financing

    

    activities 229,614,517.64 519,998,016.04 -55.84%

    

    Influence on cash and cash equivalents

    

    from change of exchange rate -709,703.85 -2,220,419.94 -68.04%

    

    Net increase in cash and cash

    

    equivalents 2,805,210.06 -26,124,753.89 -110.74%

    

    (2) Particulars about the significant changes in cash flow compared to that of last year and

    

    reasons for the changes during the report period

    

    Unit: RMB

    

    Item 2008 2007

    

    Increase or

    

    decrease

    

    occurred in

    

    this year

    

    compared to

    

    that of last

    

    year(%)

    

    Explanation

    

    Cash received from

    

    obtaining investment

    

    income

    

    11,211,668.70 23,774,225.14 -52.84%

    

    Mainly due to decrease in

    

    income from transacting

    

    financial assets(interest rate

    

    swap contract) in this year

    

    Cash paid for distributing

    

    dividends, profit and

    

    repaying interest

    

    262,317,177.48 186,766,834.35 40.45%

    

    Mainly due to increase in

    

    long-term loans in this report

    

    period

    

    Influence on cash and

    

    cash equivalents from

    

    change of exchange rate

    

    -709,703.85 -2,220,419.94 -68.04%

    

    Mainly due to the

    

    comprehensive influence

    

    brought by change in deposit

    

    structure of foreign currency

    

    and exchange rate

    

    Net increase in cash and

    

    cash equivalents 2,805,210.06 -26,124,753.89 -110.74%

    

    Mainly due to increase of

    

    cash inflow arising from

    

    operation activities and

    

    decrease of account paid in

    

    advance for airplane in this

    

    yearShandong Airlines Co., Ltd. 2008 Annual Report

    

    21

    

    (V)Influence on the Company brought by change in operation environment, macro-policy

    

    and laws and regulations

    

    1. Drastic drop in market demand led by global economic recession will be the grimmest

    

    challenge. It is predicted that growth step of the global passenger & goods transport by

    

    aviation would slow down. Even in some region, negative growth will appear. The global

    

    aviation will continue to remain bad situation with severe loss.

    

    2. It is predicted that growth scope of the domestic civil aviation market would be lower than

    

    that of transport capacity. In future, contradiction of overmuch transport capacity would be

    

    prominent.

    

    3. Support policy conducted by superintending departments of the industry will bring

    

    positive influences to the Company, and the drastic drop in international oil price also

    

    provides condition for the Company to lower down its cost for aviation oil.

    

    (VI) Explanation of the Board of Directors on interpretative explanatory paragraph in the

    

    auditors’ report

    

    Reanda Certified Public Accountants audited Financial Report 2008 of the Company and

    

    presented standard unqualified Auditor’s Report.

    

    (VII) Prospects of the future development of the Company and work plan of the Board of

    

    Directors for year 2009

    

    The year 2009 is 60th anniversary of the founding of People's Republic of China, also an

    

    essential year for implementation of the 11th Five Year Plan, and also the key year for us to

    

    meet challenge, make pioneering efforts, optimize and improve. The Board of Directors

    

    determined the work concept in this year was that: deeply carry out and practise Scientific

    

    Development View to ensure constant safety as primary task, thus entirely complete safety

    

    management system construction; scientifically meet the financial crisis, and entirely

    

    implement Overwinter strategy to ensure constant profit-making; take safeguarding National

    

    Games as opportunity, and exert to improve service level; deepen management reform and

    

    construction and completely improve the management level of the Company; strengthen

    

    team building and ideological and political work, ensure stability, agglomerate the force of

    

    all employees, overcome new challenge, hold new opportunity, ensure the Company’s

    

    constant development, and open new prospect of scientific development of Shandong

    

    Airlines.

    

    1. Continue to perfect corporate governance structure and strengthen the construction of

    

    internal control system

    

    Fully exert the functions of decide-making, audit and examination of each special committee

    

    of the Board of Directors; further ensure that independent directors, each special committee

    

    and supervisory committee fulfill their duties and actually provide necessary and convenient

    

    conditions for supervisory work; according to basic criterion and specific criterion of

    

    enterprises’ internal control issued by relevant department, continue to complete and perfect

    

    internal control system and improve management level of internal control.

    

    2. To realize the annual task and aim, the Company should find effort points to implement

    

    key breakthrough. According to the present facts, the following five points should be done

    

    well in this year.

    

    (1) Entirely complete the building of safety management system to ensure constant safety.

    

    Start activity of Year for Fulfilling Safety Responsibility; perfect SMS system, and improve

    

    management level of the system; strengthen flight safety management to actually improve

    

    flight quality; improve navigability level of the flight team; strengthen process control and

    

    advance flight quality; especially grasp the safeguard work; increase safety training force to

    

    lift training quality.Shandong Airlines Co., Ltd. 2008 Annual Report

    

    22

    

    (2) Entirely implement Overwinter strategy to ensure constant profit-making. Implement

    

    active Overwinter strategy, and grasp the initiative of work. Take capital management as the

    

    most important thing in operation management, strengthen cash flow management, adjust

    

    debts structure, rationally arrange capital demand of production and operation activities, and

    

    prudentially arrange capital investment to effectively consolidate capital chain; accurately

    

    put in transport capacity to actual optimize network structure; lean sale strategy and innovate

    

    sale mode; fine products designation and improve competition of products; make revenue

    

    management, exact to improve revenue level; entirely fulfill the work measures of lowering

    

    cost and improving efficiency.

    

    (3) Take safeguarding National Games as opportunity, and exert to improve service level.

    

    Standardize basic services. on the basis of benchmark with Air China, further fine and

    

    perfect present service criterion standard, and entirely arrange the contact points between

    

    customers and the Company; according to the brand strategy plan of the Company, continue

    

    to perfect the management system of brand construction; entirely fulfill the plan of whole

    

    transport service safeguard to improve service quality; take various measures to improve

    

    flight punctuality rate; improve service in the air, baggage transport, abnormal flight service

    

    and guarantee out of station; strengthen and reform service management work.

    

    (4) Deepen management reform and construction, and completely improve the management

    

    level of the Company. Speed up the adjustment of strategy and layout timely; continue to

    

    deepen innovation of organization; build scientific and perfect performance management

    

    system; strengthen basic management work.

    

    (5) Take deeply study and practise Scientific Development View as motivity; entirely

    

    promote harmonious construction of Shandong Airlines. Seriously sort the activity of

    

    studying and practicing Scientific Development View; perfect leaders’ cultivation

    

    mechanism; constantly advance the cohesion of organization; perfect systems of discipline

    

    inspect and supervisory to further strengthen incorruptness building, actively promote

    

    building enterprise’s culture to create a steady and harmonious atmosphere; continue to

    

    strengthen four safety teams constructions including flight, maintenance, operation and

    

    aviation security officer; fully exert the function of Labor Union and Youth League, protrude

    

    the function of maintaining legal rights and interests of employees and join in democracy

    

    management and supervisory.

    

    (VIII) Capital needs in realizing operation plan, using plan and capital source

    

    In 2009, the existed financial structure and loans arrangement from bank could satisfy capital

    

    need in normal operations of the Company.

    

    (IX) Routine work of the Board of Directors

    

    1. The Board of Directors of the Company totally held five meetings in 2008.

    

    (1) On Mar. 21, 2008, the Company held the 11th meeting of the 3rd Board of Directors. The

    

    public notice of the resolutions of the Meeting was published on China Securities, Securities

    

    Times and Hong Kong Wen Wei Po dated Mar. 25, 2008.

    

    (2) On Apr. 22, 2008, the Company held the 1st Extraordinary Meeting of the 3rd Board of

    

    Directors 2008. The public notice of the resolutions of the Meeting was published on China

    

    Securities, Securities Times and Hong Kong Wen Wei Po dated Apr. 23, 2008.

    

    (3) On Jul. 24, 2008, the Company held the 2nd Extraordinary Meeting of the 3rd Board of

    

    Directors 2008. The public notice of the resolutions of the Meeting was published on China

    

    Securities, Securities Times and Hong Kong Wen Wei Po dated Jul. 25, 2008.

    

    (4) On Aug. 22, 2008, the Company held the 12th meeting of the 3rd Board of Directors by

    

    voting. The public notice of the resolutions of the Meeting was published on China

    

    Securities, Securities Times and Hong Kong Wen Wei Po dated Aug. 26, 2008.Shandong Airlines Co., Ltd. 2008 

Annual Report

    

    23

    

    (5) On Oct. 24, 2008, the Company held the 13th meeting of the 3rd Board of Directors. The

    

    public notice of the resolutions of the Meeting was published on China Securities, Securities

    

    Times and Hong Kong Wen Wei Po dated Oct. 27, 2008.

    

    2. The implementation of the resolutions of Shareholders’ General Meeting by the Board of

    

    Directors

    

    In the report period, according to the requirements of the relevant laws and regulations of

    

    Company Law, Securities Law and Articles of Association, the Board of Directors of the

    

    Company seriously implemented various resolutions approved by Shareholders’ General

    

    Meeting strictly in compliance with the resolutions and authorization of Shareholders’

    

    General Meeting.

    

    (1) The implementation of profit distribution of the Company of 2007

    

    In order to make up the losses in previous year, the Company didn’t carry out profit

    

    distribution in 2007.

    

    (2) The Board of Directors of the Company strictly implemented other various resolutions

    

    approved by Shareholders’ General Meeting, actively arranged the production and operation,

    

    investment disposal and fundamental construction etc..

    

    (X) Profit Distribution Preplan or Preplan on Converting Capital Public Reserve into Share

    

    Capital

    

    Audited by Reanda Certified Public Accountants, the Company realized net profit

    

    attributable to shareholders of listed company of RMB 80.98 million in 2008. After

    

    offsetting the losses in the previous years, the profit available for distribution for investors

    

    till Dec. 31, 2008 was 36.47 million. The Board of Directors decided not to carry out profit

    

    distribution or conversion from capital public reserve into share capital in 2008.

    

    The profit distribution preplan would be handed into the 2008 General Shareholders’

    

    Meeting of the Company for examination and discussion.

    

    (XI) Reason for why not presenting cash profit distribution preplan though made profit

    

    during the report period, and usage of the undistributed profit

    

    Due to most of the realized profit in 2008 came from the exchange income of the Company,

    

    and this part was mainly the income of the present foreign currency debts brought by RMB

    

    appreciation, which could not bring relevant cash inflow, while the main business of the

    

    Company still appeared loss. The undistributed profit was used for satisfying daily

    

    production and operation demand.

    

    (XII) Duty implementation of the Audit Committee of the Board of Directors

    

    In the report period, the Audit Committee of the Board of Directors issued opinions on the

    

    various periodic reports and event about the reengagement of certified public accountant.

    

    The Audit Committee of the Board of Directors has done lots of work during the 2008

    

    auditing period of the Company. According to the requirements of Articles of Association,

    

    Work System of Annual Report for Independent Directors of Shandong Airlines Co., Ltd.

    

    and Work Rules of Audit Committee of Shandong Airlines Co., Ltd., the Audit Committee

    

    makes the following summary on the 2008 auditing work:

    

    1. Ensured the general audit plan and examined the financial statements of the Company

    

    With negotiation among the independent directors of the Company, the Audit Committee and

    

    Reanda Certified Public Accountants, the audit work arrangement for 2008 of the Company

    

    was confirmed. At the same time, the independent directors and the Audit Committee

    

    examined the 2008 financial statements formed by the Company and considered that: the

    

    Company made financial calculation in compliance with the regulation of the new

    

    accounting standards and no significant untrue contents was carried in the annual reportShandong Airlines 

Co., Ltd. 2008 Annual Report

    

    24

    

    materials; the 2008 financial statements preprared by the Company basically reflected the

    

    assets, liabilities and production and operation achievements of the Company till Dec. 31,

    

    2008 and it was agreed to take this financial statement as the basis to carry out the 2008

    

    financial audit work.

    

    2. Kept normal negotiations with the Certified Public Accountants and paid attention to the

    

    progress of auditing

    

    During the audit period, the Audit Committee consistently kept negotiations with the

    

    financial department and the Certified Public Accountants. Meanwhile, the Committee took

    

    close eyes to the progress of auditing and examines the financial reports.

    

    3. Called in the Audit Committee to examine and approve the proposals related to Annual

    

    Report

    

    Reanda Certified Public Accountants finished its auditing work in scheduled time and issued

    

    standard unqualified Auditor’s Report. The Audit Committee held meeting to examine and

    

    approve the following proposals: the 2008 Financial Settlement Report, the 2008 Profit

    

    Distribution Preplan, the 2008 Annual Report, and Reengagement of Certified Public

    

    Accountant.

    

    (XIII) Duty implementation of the Remuneration Committee of the Board of Directors

    

    The Remuneration Committee made examination on the remuneration of the directors,

    

    supervisors and senior executives of the Company disclosed in the 2008 Annual Report and

    

    offered the following opinions: the present remuneration system of the Company was made

    

    according to the regulated decision-making procedure; the remuneration of the directors,

    

    supervisors and senior executives of the Company was in compliance with relevant

    

    regulations; the remuneration of relevant personnel disclosed in the 2008 Annual Report of

    

    the Company was real and accurate.

    

    VIII. Report of the Supervisory Committee

    

    (I) Particulars about the work of Supervisory Committee

    

    In 2008, the Supervisory Committee exerted the duties authorized by Company Law of the

    

    P.R.C. and the Articles of Association of the Company according to laws with assiduity and

    

    responsibility, actively implemented supervision functions on the Company’s operating

    

    decision-making, financial status, the responsibility and behaviors of directors and senior

    

    managers in the period and tried to safeguard the rights and interests of the shareholders.

    

    The Supervisory Committee had hold one meetings of the Supervisory Committee and

    

    attended all Shareholders’ General Meetings and meetings of the Board in 2008.

    

    In the report period, the Supervisory Committee totally held the following meetings:

    

    1. On Mar. 21st of 2008, the 8th Meeting of the 3rd Supervisory Committee was held in the

    

    conference room of SDA Building. The meeting examined and approved the following

    

    proposals:

    

    (1) The 2007 Annual Report and Summary of Shandong Airlines Co., Ltd;

    

    (2) The 2007 Working Report of Shandong Airlines Co., Ltd.

    

    The public notice of the resolutions was published on China Securities, Securities Times and

    

    Hong Kong Wen Wei Po dated Mar. 25th of 2008.

    

    2. On Aug. 22nd of 2008, the Meeting of the Supervisory Committee was held in the

    

    conference room of SDA Building. The meeting examined and approved the 2008 Semiannual

    

    Report and its Summary of Shandong Airlines Co., Ltd.

    

    (II) Independent Opinions of the Supervisory Committee on relevant events in 2008Shandong Airlines Co., 

Ltd. 2008 Annual Report

    

    25

    

    The Supervisory Committee conducted serious inspection and supervision on such

    

    conditions as the Company’s finance, implementing resolutions of Shareholders’ General

    

    Meeting, operating decision-making, operation according to laws, operating behaviors of

    

    directors, managers and senior executives and related transactions, etc; and believed that the

    

    operation management of the Company was in accordance with the relevant laws and

    

    regulations and the Articles of Association of the Company.

    

    1. Operation according to laws

    

    In the report period, the Company conducted regulated operation complying with Company

    

    Law, Securities Law, Articles of Association of the Company, and Rules for Shares Listed

    

    with Shenzhen Stock Exchange and other national relevant laws and regulations. It

    

    implemented effective internal control system inside the Company. Following the

    

    regulations and laws and being honest with faith and diligence, directors and senior

    

    executives of the Company carefully implemented every resolutions approved in

    

    Shareholders’ General Meeting with a view to protect the shareholders’ interests. There was

    

    no behaviors found that directors or senior executives broke the laws, regulations, or Articles

    

    of Association or harmed the interests of the Company in their office terms.

    

    2. Finance management of the Company

    

    The Supervisory Committee carefully examined the financing situation of the Company. In

    

    the opinion of the Supervisory Committee, 2008 Financial Report of the Company reflected

    

    the financial situation and operation results of the Company truthfully and fairly. The

    

    accounting vouchers, books and statements, and other accounting materials were genuine

    

    and standard.

    

    3. Related transaction

    

    The related transactions of the Company are done in accordance with the market principle,

    

    so they are of equality and reasonable price, and also maintain the interests of shareholders’

    

    equity and the listed companies.

    

    IX. Significant Events

    

    (I) The Company has not been involved in significant lawsuits or arbitrations in the report

    

    period.

    

    (II) The Company has no bankruptcy and reforming in the report period.

    

    (III) The Company holds 8,697,000 shares of Chinese Information Network Incorporation of

    

    Civil Aviation which is listed in Hong Kong Exchanges and Clearing Limited. The nature of

    

    these shares is non-circulating domestic shares.

    

    The Company holds no share equity of other listed companies, or equity of financial

    

    enterprises such as joint stock commercial banks, securities companies, insurance companies,

    

    trust companies and futures companies.

    

    (IV) No purchase and sale of assets and merger of the Company in the report period

    

    (V) The implementation of stock option incentive plan in the report period

    

    There is no implementation of stock option incentive plan of the Company in the report

    

    period.

    

    (VI) Significant related transaction

    

    The Company has some related transactions with its holding shareholders and their

    

    subordinate companies at present. These related transactions are necessity for the Company

    

    and are unavoidable. Before the transactions, the Company has already fully considered the

    

    quality, price and efficiency of the services and goods provided by the related parties andShandong 

Airlines Co., Ltd. 2008 Annual Report

    

    26

    

    also made analysis and comparison on the market environment. The independent directors of

    

    the Company presented opinions on the related transactions which believed that the

    

    Company and the related parties made the deals with market principles of open, equality and

    

    justice, the transaction price was fair and there was no behaviour hurting profit of other

    

    shareholders.

    

    1. Purchasing and selling merchandise, providing and accepting service

    

    (1) In the report period, airplane maintaining fee of RMB 61.21 million has occurred

    

    between the Company and Taikoo (Shandong) Aircraft Engineering Co., Ltd. This

    

    transaction amount took proportion of 17.68% in the same kind transactions. The Company

    

    paid for this transaction in cash according to the market price.

    

    (2) In the report period, scheduled flight cooperation amount of RMB 96.046 million has

    

    occurred between the Company and Air China. The transaction was priced according to the

    

    price regulated in the contract agreed by the both parties.

    

    (3) The related transactions about the routine operations in 2008

    

    Unit: RMB’0000

    

    Classification of the

    

    related transactions Related parties Anticipated

    

    amount

    

    Actual

    

    amount

    

    Taikoo (Shandong) Aircraft Engineering Co., Ltd 7,027 6,121

    

    Shandong Xiangyu Aero Technical Services Co., Ltd. 357 1,107

    

    1.Maintenance of

    

    aircraft and fittings

    

    Subtotal 7,384 7,228

    

    Qingdao Feisheng International Aero Technical Training Co.,

    

    Ltd. 759 501

    

    2.Training expense Shandong International Aero Training Co., Ltd. 955 1,092

    

    Subtotal 1,714 1,593

    

    Shandong Aviation Group(Rent for office land) 678 583

    

    Shandong Aviation Group (Daily Accommodation) 512 514

    

    3.Rent for office

    

    land, and daily

    

    accommodation

    

    Subtotal 1,190 1,097

    

    Air China Limited (aircraft lease) 50,451 60,019

    

    Air China Limited (joint owned operation in South Korea flight

    

    course) 9,999 9,605

    

    Air China Limited (labour service support) 1200 595

    

    4. Aircraft lease and

    

    market cooperation

    

    Subtotal 60,960 70,219

    

    2. The Company and its controlling shareholder’s cooperative investment

    

    The Company had no cooperative investment with its controlling shareholders in the report

    

    period.

    

    3. Credits and liabilities between the Company and related parties

    

    There are no newly increased credits and liabilities between the Company and related parties

    

    in the report period.

    

    (VII) Significant contracts and implementation

    

    1. There are no assets entrustment, contract and lease in the report period.

    

    2. In the report period, the Company had no external significant guarantee.

    

    3. In the report period, the Company had no entrusted financing.Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    27

    

    4. Other significant contracts

    

    Up tp the end of the report period, the accumulated amount of long-term and short-term

    

    borrowings of the Company amounted to RMB 4,653,389,700.

    

    The Company had no other significant contracts which were not disclosed.

    

    (VIII) The Company had not entrusted anyone to manage its cash assets in the report period.

    

    (IX) In the report period, there is no significant commitment.

    

    (X) Engagement of Certified Public Accountants

    

    In the report period, the Company continued to engage Reanda Certified Public Accountants

    

    as Auditing Organization of the Company. 2007 Annual Shareholders’ General Meeting

    

    examined and approved the Proposal on Renewal of Engaging CPA and its Remunerations,

    

    the Company engaged Reanda Certified Public Accountants as 2008 Auditing Organization

    

    of the Company. In the report period, the Company should pay the annual auditing fee of

    

    RMB 600,000. The aforesaid auditing organization has provided auditing services to the

    

    Company for the 5th year.

    

    (XI) In the report period, the Company and the Board of Directors have not received check,

    

    administrative punishment and notice of criticism from the CSRC, and public criticism from

    

    the securities exchange.

    

    (XII) In the report period, the received research and interview of the Company.

    

    In accordance with the principles of just, fair and publicity, further regulate the behaviors of

    

    information disclosure for the listed companies, the Company received the research and

    

    media interviews in standardized way according to the regulations of Guideline on Fair

    

    Information Disclosure for Listed Companies promulgated by Shenzhen Stock Exchange. In

    

    the report period, the Company received organization investors, analysts, investors of Bstock,

    

    and the research, visits and telephone communication from specialized media many

    

    times; the Company received them and replies strictly in accordance with relevant

    

    regulations; there occurred no such situations as selectively and privately reveal or leak nonpublic

    

    significant information to specific parties; and all these assure the fairness of

    

    information disclosure of the Company.

    

    Activities form of receiving research, communication and interview in the report period:

    

    The received

    

    date

    

    The received

    

    place

    

    The received

    

    way

    

    The received parties Contents discussed and materials

    

    supplied

    

    April, 2008 Jinan Spot research

    

    News media, organization

    

    investors and investors of Bshare

    

    Financial status and operations

    

    plan in 2008, provide the 2007

    

    Annual Report of the Company

    

    Jan.-Dec., 2008 Jinan

    

    Telephone

    

    interview,

    

    communication

    

    Organization investors and

    

    investors of B-share

    

    Operating situations and

    

    significant events of the CompanyShandong Airlines Co., Ltd. 2008 Annual Report

    

    28

    

    X. Financial Report

    

    Auditors' Report

    

    To the Shareholders of Shandong Airlines Co., Ltd

    

    山东航空股份有限公司

    

    We have audited the accompanying financial statements of Shandong Airlines Co., Ltd. (“The

    

    Company”), which comprise the consolidated balance sheet as at December 31, 2008, and the

    

    consolidated income statement, consolidated cash flow statement for the year then ended, and a

    

    summary of significant accounting policies and other explanatory notes.

    

    Management’s Responsibility for the Financial Statements

    

    The Company’s management is responsible for the preparation of these financial statements in

    

    accordance with the Enterprises Accounting Standards of China. This responsibility includes: (1)

    

    designing, implementing and maintaining internal control relevant to the preparation of financial

    

    statements that are free from material misstatement, whether due to fraud or error; (2) selecting and

    

    applying appropriate accounting policies; (3) making accounting estimates that are reasonable in the

    

    circumstances.

    

    Auditor’s Responsibility

    

    our responsibility is to express an opinion on these financial statements based on our audit. We

    

    conducted our audit in accordance with the Chinese Certified Public Accountants' Auditing Standards.

    

    These standards require that we comply with ethical requirements and plan and perform the audit to

    

    obtain reasonable assurance whether the financial statements are free from material misstatement.

    

    An audit involves performing procedures to obtain audit evidence about the amount and disclosures

    

    in the financial statements. The procedures selected depend on the auditor’s judgment, including the

    

    assessment of the risks of material misstatement of the financial statements, whether due to fraud or

    

    error. In making those risk assessments, the auditor considers internal control relevant to the entity’s

    

    preparation of the financial statements in order to design audit procedures that are appropriate in the

    

    circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s

    

    internal control. An audit also includes evaluating the appropriateness of accounting policies used

    

    and reasonableness of accounting estimates made by management, as well as evaluating the overall

    

    presentation of the financial statements.

    

    We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

    

    for our audit opinion.

    

    Auditing opinion

    

    In our opinion, the financial statements have been prepared in accordance with the requirements of

    

    the Enterprises Accounting Standards promulgated by the People’s Republic of China, and present

    

    fairly, in all material respects, the financial position of Shandong Airlines Co., Ltd as at December 31,

    

    2008, and the results of its operations and its cash flows for the year then ended.

    

    Reanda Certified Public Accountants Co., Ltd.

    

    March 27, 2009Shandong Airlines Co., Ltd. 2008 Annual Report

    

    29

    

    Consolidated Balance Sheet

    

    December 31st, 2008

    

    Name of the company : Shandong Airlines Co., Ltd Monetary unit : ( RMB) Yuan

    

    Asset Note 31/12/2008 31/12/2007

    

    Liabilities and

    

    Shareholders'

    

    equities

    

    Note 31/12/2008 31/12/2007

    

    Current

    

    assets: Current liability:

    

    Monetary

    

    funds IX(1)

    

    71,872,933.88

    

    69,524,098.82 Short-term loan IX(16)

    

    1,006,887,514.55

    

    1,205,230,000.00

    

    Tradable

    

    financial

    

    assets

    

    IX(2)

    

    23,460,812.11

    

    42,754,634.98

    

    Tradable financial

    

    liabilities

    

    Note

    

    receivable Notes payable IX(17)

    

    10,000,000.00

    

    15,000,000.00

    

    Accounts

    

    receivable IX(3)

    

    126,118,032.09

    

    208,349,054.20 Accounts payable IX(18)

    

    875,319,060.11

    

    760,365,588.12

    

    Advance to

    

    suppliers IX(4)

    

    29,124,244.97

    

    20,788,886.80

    

    Advance from

    

    customers IX(19)

    

    87,735,493.54

    

    89,600,059.23

    

    Interests

    

    receivable Payroll payable IX(20)

    

    91,119,967.07

    

    73,407,937.88

    

    Dividend

    

    receivable Tax payable IX(21)

    

    111,337,241.37

    

    86,739,296.55

    

    Other

    

    accounts

    

    receivables

    

    IX(5)

    

    144,978,136.24

    

    160,626,933.07 Interests payable IX(22)

    

    9,634,990.00

    

    12,429,380.48

    

    Inventories IX(6)

    

    74,347,529.57

    

    52,238,139.37 Dividend payable

    

    11,940.00

    

    11,940.00

    

    Non-current

    

    assets due

    

    within one

    

    year

    

    Other accounts

    

    payable IX(23)

    

    161,736,748.70

    

    135,360,048.66

    

    Other current

    

    assets Non-current liabilities

    

    due within one year IX(24)

    

    615,589,677.22

    

    302,623,652.29

    

    Total

    

    current

    

    assets

    

    469,901,688.86

    

    554,281,747.24

    

    Other current

    

    liabilities

    

    Non-current

    

    assets: Total current

    

    liabilities

    

    2,969,372,632.56

    

    2,680,767,903.21

    

    Availablefor-

    

    sale

    

    financial

    

    assets

    

    Non-current liabilities:

    

    Held-tomaturity

    

    investment

    

    Long-term borrowings IX(25)

    

    3,159,333,277.39

    

    2,600,391,847.97

    

    Long-term

    

    accounts

    

    receivable

    

    Bonds payable

    

    Long-term

    

    equity

    

    investment

    

    IX(7)

    

    88,352,100.00

    

    89,459,196.91

    

    Long-term accounts

    

    payable IX(26)

    

    1,114,459,905.38

    

    1,304,559,910.24

    

    Investment

    

    property Deferred income IX(27)

    

    18,319,557.83

    

    4,871,343.11

    

    Fixed assets IX(8)

    

    5,684,074,945.46

    

    4,995,005,633.80 Accrued liabilties

    

    Construction

    

    in process IX(9)

    

    1,277,744,153.32

    

    1,154,132,471.11

    

    Deferred income tax

    

    liabilities IX(28)

    

    19,816,576.46

    

    10,688,658.74

    

    Construction

    

    materials Other non-current

    

    liabilities

    

    Liquidation

    

    of fixed

    

    assets

    

    IX(10

    

    833,029.86

    

    Total non-current

    

    liabilities

    

    4,311,929,317.06

    

    3,920,511,760.06Shandong Airlines Co., Ltd. 2008 Annual Report

    

    30

    

    Production

    

    biology

    

    assets

    

    Total liabilities

    

    7,281,301,949.62

    

    6,601,279,663.27

    

    Oil and gas

    

    assets Shareholders' equity:

    

    Intangible

    

    assets IX(11)

    

    46,945,074.17

    

    43,412,609.06 Share capital IX(29)

    

    400,000,000.00

    

    400,000,000.00

    

    Development

    

    expenses Capital reserve IX(30)

    

    84,050,162.84

    

    84,050,162.84

    

    Goodwill Less: inventory shares

    

    Long-term

    

    deferred

    

    assets

    

    IX(12)

    

    208,312,781.55

    

    172,330,090.76 Surplus reserve IX(31)

    

    29,490,727.77

    

    24,919,586.71

    

    Deferred

    

    income tax

    

    assets

    

    IX(13)

    

    68,774,158.11

    

    72,989,224.18 Retained earnings IX(32)

    

    36,471,405.69

    

    -

    

    39,938,895.93

    

    Other noncurrent

    

    assets

    

    Exchange difference

    

    of foreign currency

    

    financial statements

    

    translation

    

    Total noncurrent

    

    assets

    

    7,374,203,212.61

    

    6,528,162,255.68

    

    Shareholders' equity

    

    attributable to parent

    

    company:

    

    550,012,296.30

    

    469,030,853.62

    

    Minority interests

    

    12,790,655.55

    

    12,133,486.03

    

    Total shareholders’

    

    equities

    

    562,802,951.85

    

    481,164,339.65

    

    Total assets

    

    7,844,104,901.47

    

    7,082,444,002.92

    

    Total liabilities and

    

    shareholders’

    

    equities

    

    7,844,104,901.47

    

    7,082,444,002.92

    

    Consolidated Income Statement

    

    For the year 2008

    

    Name of the company : Shandong Airlines Co., Ltd Monetary unit : ( RMB) Yuan

    

    Item Note 31/12/2008 31/12/2007

    

    1. Total operating income IX(33) 5,049,391,116.47 4,630,130,538.19

    

    Minus: operating cost IX(33) 4,156,123,366.72 3,836,749,656.28

    

    Business taxes and surtax IX(34) 132,823,862.65 137,305,155.03

    

    Selling expense 236,554,096.88 211,372,665.37

    

    Administration expense 187,022,654.78 171,407,025.30

    

    Financial expenses IX(35) 253,541,156.57 219,325,967.84

    

    Impairment loss of assets IX(36) -551,458.89 670,094.39

    

    Add: profits from the fair value changes (The loss is

    

    listed beginning with “-“) IX(37) -19,293,822.87 41,221,296.98

    

    Investment income (The loss is listed beginning

    

    with “-“) IX(38) 11,175,753.02 23,333,345.80

    

    Including: the investment income from associated

    

    and joint ventures enterprises

    

    II. Operating profit 75,759,367.91 117,854,616.76

    

    Add: non-operating income IX(39) 43,893,809.88 11,362,190.18

    

    Less: non-operating expense IX(40) 11,392,350.23 30,448,695.77Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    31

    

    Including: loss from disposal of non-current assets 10,915,236.47 21,736,311.72

    

    III. Total profits (The loss is listed beginning with

    

    “-“) 108,260,827.56 98,768,111.17

    

    Less: income tax expense IX(41) 26,622,215.36 29,862,834.65

    

    IV. Net profits (the net loss is listed beginning

    

    with “-”) 81,638,612.20 68,905,276.52

    

    Net profits attributable to parent company 80,981,442.68 68,171,958.24

    

    Minority interests 657,169.52 733,318.28

    

    V. Earnings per share

    

    1.Basic earnings per share 0.20 0.17

    

    2.Diluted earnings per share 0.20 0.17

    

    Consolidated Cash Flow Statement

    

    For the year 2008

    

    Name of the company : Shandong Airlines Co., Ltd Monetary unit : ( RMB) Yuan

    

    Item Note 31/12/2008 31/12/2007

    

    I. Cash flows from operating activities

    

    Cash received from sales of goods or rendering of services 5,142,461,900.44 4,614,996,501.55

    

    Tax refund

    

    Cash received related to other operating activities IX(43) 79,525,658.45 62,474,713.49

    

    Subtotal of cash inflow from operating activities 5,221,987,558.89 4,677,471,215.04

    

    Cash received from sales of goods or rendering of services 3,362,644,381.56 3,245,072,652.98

    

    Cash paid to and on behalf of employees 543,461,203.22 382,490,652.80

    

    Tax payments 176,555,377.04 240,417,165.04

    

    Other cashes paid to operating activities IX(44) 79,493,490.51 74,919,323.24

    

    Subtotal of Cash outflow from operating activities 4,162,154,452.33 3,942,899,794.06

    

    Net cash flow from operating activities 1,059,833,106.56 734,571,420.98

    

    II. Cash flow from investment activities:

    

    Cash received from investments

    

    Cash dividents received from investment 11,211,668.70 23,774,225.14

    

    Net cash received from disposal of fixed assets, intangible assets and other longterm

    

    assets 23,995.00

    

    Net cash amount received from the disposal of subsidiaries an other business units 912,019.23 750,000.00

    

    Cash received related to other investment activities

    

    Subtotal of cash inflow from the investment activities 12,147,682.93 24,524,225.14

    

    Cash paid to acquire and construct fixed assets, intangible assets and other long-term

    

    assets 1,298,080,393.22 1,299,602,794.39

    

    Cash paid to acquire investments

    

    Net cash amount paid to acquire the subsidiaries and other business units

    

    Cash paid related to other investment activities IX(45) 3,395,201.72

    

    Subtotal of Cash outflow from investment activities 1,298,080,393.22 1,302,997,996.11

    

    Net cash flow from investment activities -1,285,932,710.29 -1,278,473,770.97

    

    III. Cash flow from financing activities:Shandong Airlines Co., Ltd. 2008 Annual Report

    

    32

    

    Cash received from investors

    

    Cash received from loans 2,578,478,035.95 3,096,874,737.10

    

    Cash received related to other financing activities

    

    Subtotal of cash inflow from the financing activities 2,578,478,035.95 3,096,874,737.10

    

    repayment of loans 1,812,750,241.19 2,281,783,413.74

    

    Cash dividends, profits and interests paid 262,317,177.48 186,766,834.35

    

    Cash payments related to other financing activities IX(46) 273,796,099.64 108,326,472.97

    

    Sub-total of cash outflow from the financing activities 2,348,863,518.31 2,576,876,721.06

    

    Net cash flow from finacing activities 229,614,517.64 519,998,016.04

    

    IV. Effect of Foreign Exchange Rate Changes on Cash and cash equivalents -709,703.85 -2,220,419.94

    

    V. Net increase in cash and cash equivalents 2,805,210.06 -26,124,753.89

    

    Add: beginning balance of cash and cash equivalents 42,131,848.82 68,256,602.71

    

    VI ending balance of cash and cash equivalents 44,937,058.88 42,131,848.82Shandong Airlines Co., Ltd. 2008 

Annual Report

    

    33

    

    Consolidated statement of changes in the shareholders' equity

    

    For the year 2008

    

    Name of the company : Shandong Airlines Co., Ltd Monetary unit : ( RMB) Yuan

    

    31/12/2008

    

    shareholders' equity belongs to parent company

    

    Item

    

    Share capital Capital

    

    reserve

    

    minus:

    

    Shares

    

    at

    

    stock

    

    Capital surplus Undistributed

    

    Profit Others

    

    Minority interest Toatl of

    

    shareholder's equity

    

    I. Balance at the end of previous

    

    year

    

    400,000,000.00

    

    84,050,162.84 24,919,586.71 -39,938,895.93 12,133,486.03

    

    481,164,339.65

    

    plus(I): changes of accounting

    

    policies

    

    (II)Correction of errors in previous

    

    years

    

    II. Balance at the beginning of

    

    this year

    

    400,000,000.00

    

    84,050,162.84 24,919,586.71 -39,938,895.93 12,133,486.03

    

    481,164,339.65

    

    III. Increase or decrease of

    

    change amount in this year(the

    

    decrease is listed beginning with

    

    “-”)

    

    4,571,141.06

    

    76,410,301.62 657,169.52

    

    81,638,612.20

    

    (I)Net profits in the year

    

    80,981,442.68 657,169.52

    

    81,638,612.20

    

    (II)Profit and loss directly accrued

    

    to owners’ equities

    

    1.Net amount of fair value

    

    changes of saleable financial

    

    assets

    

    2.Net amount about the change

    

    of fair values of cash flow

    

    arbitrage tools

    

    3. Income tax effect related to

    

    the projects accrued to owner's

    

    euity

    

    4. OthersShandong Airlines Co., Ltd. 2008 Annual Report

    

    34

    

    Subtotal of (I)and (II)

    

    80,981,442.68 657,169.52

    

    81,638,612.20

    

    (III) Capitals invested by the

    

    owners

    

    1.Capital investment by owners in

    

    current period

    

    2. Repurchase of shares at stock in

    

    the year

    

    3.others

    

    (IV)Profit distribution in the yea 4,571,141.06 -4,571,141.06

    

    Withdrawal of surplus reserve 4,571,141.06 -4,571,141.06

    

    2.Withdrawal of general risk

    

    preparation

    

    3. Distribution to shareholders

    

    4.Others

    

    (V) Internal settlement and

    

    transfer of owners’equity

    

    1. Transfer of capital reserve to

    

    capital

    

    2. Transfer of surplus reserve to

    

    capital

    

    3. Surplus reserve makes up for

    

    the loss

    

    4. others

    

    IV. Balance at the end of this

    

    period

    

    400,000,000.00

    

    84,050,162.84 29,490,727.77

    

    36,471,405.69 12,790,655.55

    

    562,802,951.85

    

    Consolidated statement of changes in the shareholders' equity

    

    For the year 2007

    

    Name of the company : Shandong Airlines Co., Ltd Monetary unit : ( RMB) Yuan

    

    Item 31/12/2007

    

    shareholders' equity belongs to parent company Minority interest Toatl ofShandong Airlines Co., Ltd. 2008 

Annual Report

    

    35

    

    Share capital Capital

    

    reserve

    

    minus:

    

    Shares

    

    at

    

    stock

    

    Capital surplus Undistributed

    

    Profit Others

    

    shareholder's

    

    equity

    

    I. Balance at the end of

    

    previous year

    

    400,000,000.00

    

    84,050,162.84 25,001,281.34 -109,226,868.91 12,862,556.09

    

    412,687,131.36

    

    plus(I): changes of accounting

    

    policies

    

    (II)Correction of errors in

    

    previous years

    

    1,150,003.50

    

    1,150,003.50

    

    II. Balance at the beginning of

    

    this year

    

    400,000,000.00

    

    84,050,162.84 25,001,281.34 -

    

    108,076,865.41 12,862,556.09

    

    413,837,134.86

    

    III. Increase or decrease of

    

    change amount in this year(the

    

    decrease is listed beginning

    

    with “-”)

    

    -81,694.63

    

    68,137,969.48 -729,070.06

    

    67,327,204.79

    

    (I)Net profits in the year 68,171,958.24 733,318.28

    

    68,905,276.52

    

    (II)Profit and loss directly

    

    accrued to owners’ equities

    

    173,679.78

    

    173,679.78

    

    1.Net amount of fair value

    

    changes of saleable financial

    

    assets

    

    2.Net amount about the change

    

    of fair values of cash flow

    

    arbitrage tools

    

    3. Income tax effect related to

    

    the projects accrued to owner's

    

    euity

    

    4. Others

    

    173,679.78

    

    173,679.78

    

    Subtotal of (I)and (II)

    

    68,345,638.02 733,318.28

    

    69,078,956.30

    

    (III) Capitals invested by the

    

    owners

    

    1.Capital investment by owners in

    

    current periodShandong Airlines Co., Ltd. 2008 Annual Report

    

    36

    

    2. Repurchase of shares at stock

    

    in the year

    

    3.others

    

    (IV)Profit distribution in the

    

    yea 207,668.54 -207,668.54

    

    Withdrawal of surplus reserve 207,668.54 -207,668.54

    

    2.Withdrawal of general risk

    

    preparation

    

    3. Distribution to shareholders

    

    4.Others

    

    (V) Internal settlement and

    

    transfer of owners’equity -289,363.17 -1,462,388.34 -

    

    1,751,751.51

    

    1. Transfer of capital reserve to

    

    capital

    

    2. Transfer of surplus reserve to

    

    capital

    

    3. Surplus reserve makes up for

    

    the loss

    

    4. others -289,363.17 -1,462,388.34 -

    

    1,751,751.51

    

    IV. Balance at the end of this

    

    period

    

    400,000,000.00

    

    84,050,162.84 24,919,586.71 -39,938,895.93 12,133,486.03

    

    481,164,339.65Shandong Airlines Co., Ltd. 2008 Annual Report

    

    37

    

    Shandong Airlines Co., Ltd

    

    Notes to Financial Statements

    

    For the year of 2008

    

    (All amounts are expressed in RMB Yuan unless otherwise stated)

    

    I. General

    

    Shandong Airlines Co., Ltd. (the "Company") was established in the People's Republic of China ("PRC")

    

    on JULY 29, 1999, and is responsible for its own operation, subject to the supervision and regulation of 

the

    

    Civil Aviation Administration of China (“CAAC”), a regulatory authority of the civil aviation industry in 

the

    

    PRC. Its B shares are listed on the Shenzhen Stock Exchange (“the Stock Exchange”) with effect from

    

    September 12, 2000. Its holding company is Shandong Aviation Group 山东航空集团有限公司 (formerly

    

    Shandong Airlines Limited 山东航空集团有限公司), a company also established in the PRC..

    

    The company is engaged in the provision of domestic passenger and cargo air transportation services.

    

    The principle activities of subsidiaries and associates are set out in notes VII (1) and (2).

    

    The Company and its subsidiaries are hereinafter collectively referred to as “the Group”.

    

    II. Basis for preparation

    

    The financial statements of the company are prepared on the assumption of going concern and actual

    

    transactions and items ,in accordance with the Enterprise Accounting Standards issued by the Ministry of

    

    Finance in February 2006 and accounting policy ,accounting estimation which presented in the Part four of 

the

    

    accounting Notes.

    

    III. Declaration of Compliance with the Enterprise Accounting Standards

    

    The Company’s financial statements prepared meet the requirements of the Enterprise Accounting

    

    Standards, fairly and completely presents the financial position, operation result and cash flow, and other

    

    relevant information of the company.

    

    IV. Main accounting policies and accounting estimates and methods of consolidation

    

    (1) Accounting Year

    

    The company employs the period of the calendar days from the January 1 to December 31 each year as

    

    the accounting year.

    

    (2) Reporting currency

    

    The Company’s reporting currency is Renminbi (“RMB”).

    

    (3) Measurement characters

    

    The Company commonly measures accounting factors by historical cost method; if the determined

    

    accounting factor amount can be obtained or reliably measured, the replacement cost, net realizable value, 

net

    

    value and fair value method may be employed.

    

    Within the reporting period,financial assets and liabilities measured at fair value through profit and 

loss,

    

    available for sale financial assets and financial derivative instrument are measured at fair value; for the

    

    payment terms of purchased inventory and fixed assets are more than more than normal credit terms, 

theseShandong Airlines Co., Ltd. 2008 Annual Report

    

    38

    

    inventory and fixed assets are measured at their purchase price; if impairment Loss occurs on inventory, 

the

    

    inventory is measured at net realizable value; if impairment Loss occurs on other assets ,they are measured 

at

    

    recoverable value; Asset inventory surplus are measured at replacement cost, other items of financial 

statement

    

    are measured at historical cost.

    

    (4) Standard of cash equivalents

    

    In preparing cash flow statement, cash equivalents of the company include the investments with short

    

    term (it usually expires within three months from the purchase date), highly liquidity, easy to convert 

into

    

    known amount of cash, and low-risk of changes in value. Equity investments shall not deem as cash

    

    equivalents.

    

    (5) Foreign currency transactions

    

    Foreign currency (currency other than the reporting currency) transactions are translated into reporting

    

    currency at spot exchange rates prevailing on the day in which the transactions take place.

    

    Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are restated

    

    into the reporting currency using the spot exchange rates at that date. The exchange gains or loses are 

dealt

    

    with in the income statement for the year. The exchange gains or loses arising from foreign currency

    

    borrowings in relation to the acquisition or construction of fixed assets are accounted for according to 

the

    

    requirements of capitalization of borrowing costs.

    

    Conversion of financial statement in foreign currency

    

    Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are converted

    

    into the reporting currency using the spot exchange rates at that date. Among shareholders’ equity items, 

all

    

    items except “undistributed profits” are converted into reporting currency at the spot exchange rate on 

the

    

    occurrence date. Income and expense items in Income Statement are converted into reporting currency at spot

    

    exchange rate on the occurrence date.

    

    (6) Financial assets and financial liabilities

    

    (1) The recognition of the financial instruments:

    

    The company should recognize a financial asset or a financial liability on its balance sheet when, and

    

    only when the entity becomes a party to the contractual provision of the instrument.

    

    (2) Classification of financial assets and financial liabilities:

    

    Financial assets and liabilities include financial assets and liabilities held for trading, and financial 

asset

    

    or financial liability at fair value through profit or loss; held-to-maturity investments; loans and 

accounts

    

    receivable; available-for-sale financial assets; and other financial liabilities.

    

    1. Financial asset or financial liabilities at fair value through profit or loss which including tradable

    

    financial assets or liability and designated financial asset or financial liability at fair value through 

profit

    

    or loss.

    

    The tradable financial asset or liability is financial assets or liability meets one of the following

    

    criteria:

    

    a. The purpose of the obtaining the financial asset or liability is for sale or repurchase in the near

    

    future.

    

    b. Forming a part of the identifiable combination of financial instruments which are managed in a

    

    centralized way and for which there are objective evidences proving that the enterprise may manage the

    

    combination by way of short term profit making in the near future;Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    39

    

    c. Being a derivative instrument, excluding the designated derivative instrument which are

    

    effective hedging instruments, or derivative instruments to financial guarantee contracts, and the

    

    derivative instruments which are connected with the equity instrument investments for which there is no

    

    quoted price in the active market, whose fair value cannot be reliably measured, and which shall be

    

    settled by delivering the said equity instruments.

    

    The financial assets or financial liabilities meeting any of the following requirements can be designated,

    

    when they are initially recognized, as financial assets or financial liabilities as measured at its fair 

value and of

    

    which the variation is included in the current profits and losses:

    

    (1) The designation is able to eliminate or obviously reduce the discrepancies in the recognition or

    

    measurement of relevant gains or losses arisen from the different basis of measurement of the financial 

assets

    

    or financial liabilities;

    

    (2) The official written documents on risk management or investment strategies of the enterprise

    

    concerned have recorded that the combination of said financial assets, the combination of said financial

    

    liabilities, or the combination of said financial assets and financial liabilities will be managed and 

evaluated

    

    on the basis of their fair values and be reported to the key management personnel.

    

    2. held-to-maturity investment" refers to a non-derivative financial asset with a fixed date of

    

    maturity, a fixed or determinable amount of reportable price and which the enterprise holds for a definite

    

    purpose or the enterprise is able to hold until its maturity.

    

    3. Loans and accounts receivable" refers to the non-derivative financial assets for which there is no

    

    quoted price in the active market and of which the repo amount is fixed or determinable.

    

    4. The "sellable financial assets" refers to the non-derivative financial assets which are designated

    

    as sellable when they are initially recognized as well as the financial assets other than those as 

described

    

    below:

    

    (1) Loans and accounts receivables;

    

    (2) Investments held until their maturity; and

    

    (3) Financial assets measured at their fair values and of which the variation is recorded into the profits 

and

    

    losses of the current period.

    

    5. Other financial liability refers to financial liability are not measured at fair value through profit

    

    and loss.

    

    (3) Measurement of Financial Instruments

    

    The financial assets and financial liabilities initially recognized by an enterprise shall be measured at

    

    their fair values. For the financial assets and liabilities measured at their fair values and of which the 

variation

    

    is recorded into the profits and losses of the current period, the transaction expenses thereof shall be 

directly

    

    recorded into the profits and losses of the current period.

    

    The subsequent measurement of the financial assets and financial liability:

    

    1. The financial asset and liability at fair value through profit and loss are subsequently measured

    

    at fair value, the profit and loss caused by changes in the fair value and de-recognition of the financial

    

    asset and liability should be recorded in the profit and loss accounts.Shandong Airlines Co., Ltd. 2008 

Annual Report

    

    40

    

    2. The investments held until their maturity, are measured on the basis of the post-amortization

    

    costs by adopting the actual interest rate method; the profit and loss caused by de-recognition,

    

    impairment or amortization are recorded in the profit and loss account of the current period.

    

    3. The accounts receivable are measured on the basis of the post-amortization costs by adopting the

    

    actual interest rate method; the profit and losses caused by de-recognition, impairment or amortization is

    

    recorded in the profit and loss account of the current period.

    

    4. Available for sale financial asset, subsequently measured at fair value, the profit and losses

    

    caused by changes in fair value are recorded in the Capital reserve. The differences between purchase

    

    value and book value as disposal of available for sale financial asset should be recognized in the profit

    

    and loss on investments. At the same time, roll out the amount of the disposal part corresponding with

    

    the cumulative amount of the changes in the fair value recognized in the owner’s equity into the Capital

    

    reserve. The interest and cash dividend received during hold for available for sale financial asset, are

    

    recognized in the profit and loss on investments.

    

    5. Other financial liability , the derivative instruments which are connected with the equity

    

    instrument investments for which there is no quoted price in the active market, whose fair value cannot

    

    be reliably measured, and which shall be settled by delivering the said equity instruments

    

    For the financial guarantee contracts which are not designated as a financial liability measured at its 

fair

    

    value and the variation thereof is recorded into the profits and losses of the current period, and for the

    

    commitments to grant loans which are not designated to be measured at the fair value and of which the

    

    variation is recorded into the profits and losses of the current period and which will enjoy an interest 

rate

    

    lower than that of the market, a subsequent measurement shall be made after they are initially recognized

    

    according to the higher one of the following:

    

    i. the amount as determined according to the Accounting Standards for

    

    Enterprises No. 13 - Contingencies; or

    

    ii. The surplus after accumulative amortization as determined according to the principles of the

    

    Accounting Standards for Enterprises No. 14 - Revenues is subtracted from the initial recognized amount

    

    Other financial liabilities are measured on the basis of the post-amortization costs by adopting the actual

    

    interest rate method; the profit and losses caused by de-recognition, impairment or amortizations are 

recorded

    

    in the profit and loss account of the current period.

    

    6. The "fair value" refers to the amount, at which both parties to a transaction who are familiar with

    

    the condition exchange their assets or clear off their debts under fair conditions. In a fair transaction, 

both

    

    parties to it shall be enterprises in continuous operation, and do not plan or do not need to carry out any

    

    liquidation, significantly reduce their operational scale or carry out transactions notwithstanding the

    

    unfavorable conditions they face.

    

    7. Amortized cost

    

    Preferred term for the apportionment (charging or writing off) of the cost of an intangible asset as an

    

    operational cost over the asset's estimated useful life. It is identical to depreciation, the preferred 

term for

    

    tangible assets. The purpose of both terms is to (1) reflect reduction in the book value of the asset due 

to usage

    

    and/or obsolescence, (2) spread a large expenditure proportionately over a fixed period, and thereby (3) 

reduce

    

    the taxable income (not the actual or cash income) of a firm. In effect, it is a process by which invested 

capital

    

    of a firm is recovered by gradual sale of the firm's asset(s) to its customers over the years.Shandong 

Airlines Co., Ltd. 2008 Annual Report

    

    41

    

    8. Effective interest methods refers to a financial Asset (including a group of financial assets) or

    

    financial liability (including a group of financial liabilities), means a method of— calculating the

    

    amortized cost of the asset or liability, as the case may be; and allocating the interest income and 

interest

    

    expense of the asset or the interest income and interest expense of the liability, as the case may be, over

    

    the expected life of the asset or liability, as the case may be.

    

    (4) Termination of recognition of financial assets

    

    1. Where a financial asset satisfies any of the following requirements the recognition of it shall be

    

    terminated:

    

    a. Where the contractual rights for collecting the cash flow of the said financial asset are terminated;

    

    b. Where the said financial asset has been transferred and meets the conditions for recognizing the

    

    termination of financial assets as provided for in Accounting Standards for Enterprises No. 23 - Transfer 

of

    

    Financial Assets

    

    2. When conditions of entire transferred assets de-recognition has been satisfied, the differences

    

    between the amount of following two items shall be accounted for profits and losses of current period.

    

    a. The book value of transferred financial assets;

    

    b. The sum of consideration received from the transfer, and the accumulative amount of the changes

    

    of the fair value originally recorded in the shareholders’ equities (in the event that the financial asset

    

    involved in the transfer is a financial asset available-for-sale)

    

    3. If the transfer of partial financial assets satisfies the conditions of de-recognition, the entire book

    

    value of the transferred financial asset shall, between the portion whose de-recognition and the recognized

    

    portion (under such circumstance, the service asset retained shall be deemed as a portion of financial 

asset

    

    whose de-recognition), be apportioned according to their respective relative fair value, and the difference

    

    between the amounts of the following two items shall be accounted for the profits and losses of the current

    

    period .

    

    a. The book value of the portion whose de-recognition.

    

    b. The sum of consideration of the portion whose de-recognition and the portion of accumulative

    

    amount of the changes in the fair value originally recorded in the shareholders’ equity which is

    

    corresponding to the portion whose derecognized ( in the event that the financial assets involved in the

    

    transfer is a financial assets available-for-sale).

    

    4. If the Company fails to satisfy the conditions of de-recognition for transferred financial assets, it

    

    shall continue to recognize the entire financial assets to be transferred and shall recognize the

    

    consideration it receives as a financial liability.

    

    5. Impairment of financial assets

    

    The Company assesses the financial assets that carry at fair value, and those financial assets which

    

    changes of fair value are recognized in profit and loss accounts at the balance sheet date. If there is

    

    objective evidence that the one or several financial assets are impaired, the Company shall determine the

    

    amount of any impairment loss.

    

    a. Accounts receivable

    

    At the end of the period, if there is objective evidence that the accounts receivable have been

    

    impaired, the impairment loss shall be recognized based on the difference between book values and expected

    

    cash inflow values.Shandong Airlines Co., Ltd. 2008 Annual Report

    

    42

    

    At the end of the period, impairment test shall be made on individual accounts receivable with significant

    

    amounts. If there is objective evidence that they have been impaired, bad debt loss shall be recognized and

    

    provision for bad debts shall be made based on the difference between the expected cash inflow values and

    

    book values.

    

    For those individual accounts receivable with not significant amounts at the end of the period, along with

    

    those accounts receivable that have been tested individually but not impaired, the Company classifies them 

in

    

    line with similar credit risk characteristics into several groups, and make 5% of bad debts provision on 

the

    

    accounts receivable balances at balance sheet date. This percentage reflects the actual impairment loss, 

that is,

    

    the amount of which book values of each group are over their expected inflow values.

    

    On the basis of the actual loss rate of receivable accounts, with same or similar credit risk 

characteristics

    

    of accounts receivable package in previous year, the Company also considers current situation and determine

    

    the percentage of bad debt provision.

    

    No bad debts provision has been made for security deposits for the operating lease aircrafts and aircraft

    

    machineries.

    

    b. Held-to-maturity investment

    

    The measurement of impairment loss of held-to-maturity investment, please refer to impairment loss

    

    treatment of accounts receivable.

    

    c. Available-for-sale financial assets

    

    If there is objective evidence that available-for-sale financial assets have significant depreciated, or 

after

    

    considering various relevant factors, this downward tendency is deemed as not temporary, the impairment 

loss

    

    shall be recognized based on the difference between the expected cash inflow values and book values.

    

    In case of impairment loss of available-for-sale financial assets recognized, it can not be written back.

    

    (7) Inventory

    

    1. Inventories category: aircraft consumable parts, low-value consumable supplies for airplanes.

    

    2. Inventories stock taking system: perpetual inventory method.

    

    3. Valuation of methods of inventories:Inventories are calculated at actual costs when acquire, and

    

    issuance of inventories is determined on first in first out basis.

    

    4. low-value consumable products amortization method

    

    The low–value consumable supplies are amortized at one time.

    

    5. Impairment loss of inventories

    

    For inventories at balance sheet date, the evaluation criteria should base on the lower value between costs

    

    and net values that can be converted into cash. When net values that can be converted into cash are lower 

than

    

    costs, provision for impairment loss of inventories shall be made. For large quantity and low-unit-price

    

    inventories, provision for impairment loss of inventories shall be made based on the category of 

inventories;

    

    for those inventories that relate to product series which production and sale are in same areas, have same 

or

    

    similar final usages or purposes, and are hard to separate calculation from other items, their impairment 

loss

    

    provision shall be consolidated.

    

    The net value that can be converted into cash is referred to the value after estimated the selling price

    

    subtracts the estimated finished cost and estimated sales expenses and related tax and fees in normal 

operating

    

    process.

    

    (8)Recognition and measurement of Long-term Equity InvestmentShandong Airlines Co., Ltd. 2008 Annual 

Report

    

    43

    

    1. Initial measurement

    

    Long-term Equity Investment Including the company's investment that was able to exercise control, joint

    

    control or equity investment which may have significant influence on the invested company or the Company’s

    

    investment does not have control, joint control or significant influence on the invested company, and there 

is

    

    no active market quotation, the fair value can not be reliably measured.

    

    a. For the merger of enterprises under the same control, if the consideration of the merging enterprise is

    

    that it makes payment in cash, transfers non-cash assets or bear its debts, it shall, on the date of 

merger, regard

    

    the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-

term

    

    equity investment. The difference between the initial cost of the long-term equity investment and the 

payment

    

    in cash, non-cash assets transferred as well as the book value of the debts borne by the merging party 

shall

    

    offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings 

shall be

    

    adjusted. If the consideration of the merging enterprise is that it issues equity securities, it shall, on 

the date of

    

    merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial 

cost of

    

    the long-term equity investment. The total face value of the stocks issued shall be regarded as the capital 

stock,

    

    while the difference between the initial cost of the long-term equity investment and total face value of 

the

    

    shares issued shall offset against the capital reserve. If the capital reserve is insufficient to dilute, 

the retained

    

    earnings shall be adjusted.

    

    For obtaining subsidiary not under common control, the cost of long-term equity investment is fair value

    

    of assets paid or liabilities undertaken by the Company. Where the cost of a business combination exceeds 

the

    

    acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference shall be 

recognized

    

    as goodwill, goodwill shall be measured at cost less accumulated impairment losses. Where the cost of

    

    combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net 

assets, after

    

    reassessment, the difference shall be recognized in profit or loss for the current period.

    

    other types of long-term equity investment

    

    Besides the long-term equity investments formed by the merger of

    

    Enterprises, the initial cost of a long-term equity investment obtained by other means shall be ascertained

    

    in accordance with the provisions as follows:

    

    (1) The initial cost of a long-term equity investment obtained by making payment in cash shall be the

    

    purchase cost which is actually paid. The initial cost consists of the expenses directly relevant to the

    

    obtainment of the long term equity investment, taxes and other necessary expenses.

    

    (2) The initial cost of a long-term equity investment obtained on the basis of issuing equity securities

    

    shall be the fair value of the equity securities issued.

    

    (3) The initial cost of a long-term equity investment of an investor shall be the value stipulated in the

    

    investment contract or agreement except the unfair value stipulated in the contract or agreement.

    

    (4) The initial cost of a long-term investment obtained by the exchange of nonmonetary assets shall be

    

    ascertained in accordance with the Accounting Standards for Enterprises No. 7 – Exchange of Non-monetary

    

    Assets.

    

    (5) The initial cost of a long-term equity investment obtained by recombination of liabilities shall be

    

    ascertained in accordance with Accounting Standards for Enterprises No. 12 – Debt Restructuring.

    

    2. Subsequent measurement

    

    The cost method is employed to calculate the long-term equity investment of subsidiaries and will be

    

    adjusted in accordance with the equity method in the preparation of the consolidated financial 

statements.Shandong Airlines Co., Ltd. 2008 Annual Report

    

    44

    

    The Company uses cost method for the following conditions: a long-term equity investment where the

    

    investing enterprise can exercise control over the investee, or the investing enterprise does not have 

joint

    

    control or significant influence over the investee, the investment is not quoted in an active market and 

its fair

    

    value can’t be reliably measured.

    

    When an investing enterprise can exercise joint control or significant influence over the investee, a 

longterm

    

    equity investment shall be treated as a recovery of initial investment cost.

    

    a. When using cost method, cash dividends or profit distributions declared by the investee shall be

    

    recognized as investment income in the current period. However, investment Income recognized by the

    

    investing enterprise shall be limited to the amount distributed to it out of accumulated net profits of the

    

    investee arising after the investment was made. Any cash dividends or distributions received in excess of 

this

    

    amount shall be treated as a recovery of initial investment cost.

    

    b. When using equity method, after the investing enterprise has acquired a long-term equity investment,

    

    it shall recognize its share of net profits or losses made by the investee as investment income or losses, 

and

    

    adjust the carrying amount of the investment accordingly. The carrying amount of the investment shall be

    

    reduced by the portion of any profit distributions or cash dividends declared by the investee that is 

attributed

    

    to the investing enterprise.

    

    The impairment of a long-term equity investment which is measured by employing the cost method as

    

    prescribed in these Standards, for which there is no offer in the active market and of which the fair value

    

    cannot be reliably measured, its impairment shall be disposed in accordance with the Accounting Standards

    

    for Enterprises No. 22 – Recognition and Measurement of Financial Instruments. The impairment of any other

    

    long-term equity investment measured in accordance with these Standards shall be disposed in accordance

    

    with the Accounting Standards for Enterprises No. 8 – Asset Impairment.

    

    (9)Recognition and measurement of fixed asset

    

    1. Fixed assets refer to simultaneously have the following characteristics of tangible assets: for the

    

    production of merchandise, and providing labor services, lease or operation and management of holdings; 

life

    

    of more than one fiscal year.

    

    2. Fixed assets are tangible assets that are held for use in production or supply of goods or services, for

    

    rental to others, or for administrative purpose, and have useful lives more than one accounting year. Fixed

    

    assets shall be recognized if they meet the following conditions:

    

    (a) The economic benefits related to fixed asset probably flows to the enterprise;

    

    (b) The cost of fixed asset may be reliably measured.

    

    3. Fixed assets are measured in accordance with initial cost, the value of the financing leased fixed 

assets

    

    are measured at the lower of the fair value of the start date of the leasing and the present value of 

minimum

    

    lease payments, depreciation policy is in accordance with its own policy

    

    4. The depreciation method of fixed assets: straight-line method is in used to calculate the depreciation 

of

    

    fixed assets (including finance leased fixed assets). The estimated useful lives, expected residual value 

and

    

    annual depreciation rate of various types fixed assets are listed as follows:

    

    Category Estimated useful lives (years) Residual value (%) Annual depreciation rate

    

    Buildings and structures 27-33 5.00 2.88-3.52

    

    LLP and APU 15-20 5.00 4.75-6.33Shandong Airlines Co., Ltd. 2008 Annual Report

    

    45

    

    Aircraft frame replaceable parts 6-8 - 2.5-16.67

    

    Engine replaceable parts 3-5 - 20-33.33

    

    Machineries, Electronics and equipments 4-10 0-5.00 9.5-23.75

    

    High price rotables 15-18 - 5.56-6.67

    

    Vehicles 5-10 5.00 9.5-19

    

    5. The fixed asset would be recognized as idle fixed assets if the fixed asset be unused in 6months

    

    (except for seasonal disable), the deprecation method of idle fixed assets is in line with other types of 

fixed

    

    assets.

    

    6. The high price rotables were classified into fixed assets according to the Ministry of Finance

    

    CAIKUAIHAN [2004] No. 54 Ministry of Finance regarding the reply for the expansion of scope for civil

    

    aviation capitalization flow management

    

    7. At balance sheet date, if there is evidence indicates that the fixed asset has been impaired, the

    

    provision for the impairment is prepared in accordance with methods described in14, note 4.

    

    (10)Construction in progress

    

    Construction in progress shall be calculated based on the classification of proposed projects.

    

    Construction in progress is measured at actual cost. Construction in progress is transferred to fixed 

assets

    

    when the project is substantially ready for its intended use. Borrowing costs relating to construction in

    

    progress are measured according to borrowing costs measurement method.

    

    At the end of period, the company makes judgment if any provision of impairment loss is necessary. If

    

    the project has been stopped for a long time and will not be constructed within three years, the impairment

    

    loss for such construction in progress shall be made based on the differences between recoverable amount 

and

    

    book values. Once impairment loss is made, it can not be written back.

    

    (11) Intangible Assets

    

    1. The intangible assets shall be initially

    

    measured according to its cost

    

    2. As for the intangible assets with limited service life, the enterprise shall estimate the years of its

    

    service life, or the amount of the output or any other similar measurement unit, which constitutes its 

service

    

    life. If it is unable to forecast the period when the intangible asset can bring economic benefits to the

    

    enterprise, it shall be regarded as an intangible asset with uncertain service life

    

    3. To determine the useful life for the intangible assets with limited useful life, the following factors

    

    would be considered: a. the life cycle of the product which produced by the intangible assets. b. present

    

    technical, technological, and the trend of future development c. market demand for the products or services

    

    that produced by that asset. d. what action the Present or potential competitors will take in the future e.

    

    estimated maintenance expenditures for the maintenance of that asset as well as the company ‘s ability to 

pay

    

    for the expenditure. f. the relevant laws and regulations or similar constraints for the duration of that 

asset.

    

    g .the connection with other relevant asset’s useful life which hold by the company.

    

    4. With regard to intangible assets with limited service life, its amortization amount shall be amortized

    

    within its service life systematically and reasonably. An enterprise shall amortize intangible assets from 

the

    

    time when it is available for use to the time when it is not confirmed as the intangible assets any more. 

The

    

    method chosen by an enterprise for the amortization of intangible assets shall reflect the expected 

realizationShandong Airlines Co., Ltd. 2008 Annual Report

    

    46

    

    pattern of the economic benefits which relevant to the intangible assets. If it is unable to determine the

    

    expected realization pattern reliably, intangible assets shall be amortized by the straight-line method

    

    The useful lives of intangible assets:

    

    Intangible assets Estimated useful lives (years)

    

    Land-use rights 50

    

    (12) Maintenance expenses

    

    The maintenance expenses for aircraft and leased aircraft are both treated as current expenditure when

    

    they occur. Since January 1, 2007, the occurrence of the maintenance expenses will be capitalized if the

    

    maintenance expenses satisfy the conditions for capitalization, confirm as resetting the costs of fixed 

assets

    

    and depreciate in the reasonable terms.For aircraft under operating lease, maintenance are required before

    

    return the aircraft to the lessor, the expenses for maintenance is estimated based on straight line method 

or

    

    flight hours.

    

    (13) Long-term deferred assets

    

    The Company’s long-term deferred assets refer to expense which has been paid out and the benefiting

    

    period is over one year, such as expenses for pilots’ initial trainings and subsequent trainings. Those 

expenses

    

    are amortized at 20 years according to their benefit period respectively.

    

    (14)Impairment of Assets

    

    1. No matter whether there is any sign of possible assets impairment, the goodwill formed by the merger

    

    of enterprises and intangible assets with uncertain service lives shall be subject to impairment test every 

year.

    

    Fixed assets, construction in progress, intangible assets, the investment properties measured by cost 

method

    

    and long-term equity investments, if there is any indication for impairment at balance sheet date then

    

    impairment test need to be taken

    

    Where any evidence shows that there is possible assets impairment, the recoverable amount of the assets

    

    shall be estimated. The recoverable amount shall be determined in light of the higher one of the net amount 

of

    

    the fair value of the assets minus the disposal expenses and the current value of the expected future cash 

flow

    

    of the assets. The disposal expenses shall include the relevant legal expenses, relevant taxes, truck age 

as well

    

    as the direct expenses for bringing the assets into a marketable state. Where there is any evidence 

indicating a

    

    possible impairment of assets, the enterprise shall, on the basis of single item assets, estimate the 

recoverable

    

    amount. Where it is difficult to do so, it shall determine the recoverable amount of the group assets on 

the

    

    basis of the asset group to which the asset belongs.

    

    2. The recognition of the impairment

    

    a. The current market price of assets falls, and its decrease is obviously higher than the expected

    

    drop over time or due to the normal use;

    

    b. The economic, technological or legal environment in which the enterprise operates, or the market

    

    where the assets is situated will have any significant change in the current period or in the near future,

    

    which will cause adverse impact on the enterprise;

    

    c. The market interest rate or any other market investment return rate has risen in the current period,

    

    and thus the discount rate of the enterprise for calculating the expected future cash flow of the assets 

will

    

    be affected, which will result in great decline of the recoverable amount of the assets;Shandong Airlines 

Co., Ltd. 2008 Annual Report

    

    47

    

    d. Any evidence shows that the assets have become obsolete or have been damaged substantially;

    

    e. The assets have been or will be left unused, or terminated for use, or disposed ahead of schedule;

    

    f. Any evidence in the internal report of the enterprise shows that the economic performance of the

    

    assets have been or will be lower than the expected performance, for example, the net cash flow created

    

    by assets or the operating profit (or loss) realized is lower (higher) than the excepted amount, etc.; and

    

    Other evidence indicates that the impairment of assets has probably occurred.

    

    3. The recognition of an asset group shall base on whether the main cash inflow generated by the

    

    asset group is independent of those generated by other assets or other group assets. Simultaneously, when

    

    recognizing an asset group, the enterprise shall take into consideration how its managers manage the

    

    production and business activities (for example, according to the production lines, business varieties or

    

    according to the regions or areas), and the ways of decision-making for the continuous use or disposal of

    

    the assets, etc

    

    Where there is an active market for the products manufactured by (or other outputs of) a combination of

    

    several assets, even if some or all of these products (or other outputs) are provided for the internal use, 

the

    

    enterprise shall also recognize this combination of assets as an asset group on the condition that the 

provisions

    

    of the preceding paragraph are accorded with

    

    Where the cash inflow of the asset group is affected by the internal transfer price, the future cash flow 

of

    

    the asset group shall be determined on the basis of the best available estimate made by the managers of the

    

    enterprise for the future price in the fair transaction.

    

    Once an asset group is recognized, it shall be kept consistent during different accounting periods, and not

    

    be changed at will.

    

    (15) Measurement and recognition of employee Compensation

    

    1. Employee Compensation

    

    Employee compensation refers to all kinds of payments and other relevant expenditures given by

    

    enterprises in exchange of the services offered by the employees. The employee compensation shall include:

    

    a. Wages, bonuses, allowances and subsidies for the employees;

    

    b. Welfare expenses for the employees;

    

    c. Medical insurance, endowment insurance, unemployment insurance, work injury insurance, maternity

    

    insurance and other social insurances;

    

    d. Housing accumulation fund;

    

    e. Labor union expenditure and employee education expenses;

    

    f. Non-monetary welfare;

    

    g. Compensations for the cancellation of the labor relationship with the employees; and

    

    h. Other relevant expenditures of services offered by the employees

    

    2. If an enterprise cancels the labor relationship with any employee prior to the expiration of the 

relevant

    

    labor contract or brings forward any compensation proposal for the purpose of encouraging the employee to

    

    accept a layoff, and the following conditions are met concurrently, the enterprise shall recognize the 

expected

    

    liabilities incurred due to the compensation for the cancellation of the labor relationship with the 

employee,

    

    and shall simultaneously record them into the profit or loss for the current period:

    

    a. Where the enterprise has formulated a formal plan on the cancellation of labor relationship or has

    

    brought forward a proposal on voluntary layoff and will execute it soon. This plan or proposal 

shallShandong Airlines Co., Ltd. 2008 Annual Report

    

    48

    

    include the department at which the employee to be laid off works, the post of the employee and the

    

    number of the employees to be laid off, the amount of compensation for the cancellation of labor

    

    relationship or for layoff as determined on the basis of the job category or post according to the relevant

    

    provisions, and the planned time for the cancellation of labor relationship or layoff.

    

    b. The enterprise is unable to unilaterally withdraw the plan on the cancellation of labor relationship

    

    or the layoff proposal.

    

    (16) Principle of accrued liabilities

    

    1. Principle of accrued liabilities

    

    The obligations related to some items that meet the following conditions at the same time will be

    

    confirmed as the liabilities:

    

    a. This obligation is the current obligation of the company;

    

    b. The performance of this obligation will probably cause the economic benefits to flow out of the

    

    company;

    

    c. The amount of this obligation can be reliably calculated.

    

    2. The measurement of accrued liabilities

    

    The accrued liabilities are initially measured in accordance with the best estimated outflow of economic

    

    benefits to fulfill the current obligation as well as related risks regarding the contingencies, 

uncertainties and

    

    time value of money. Significant impact on the time value of money the best estimation is determined 

through

    

    the related discounted future cash outflows. The increase of book value of accrued liability caused due to 

the

    

    passage of time is recognized as interest.

    

    3. Optimum evaluation of accrued liabilities

    

    If the necessary payments have scopes, the optimum evaluation shall be determined based on the average

    

    amount between the upper and lower limit amount of scope ; if the necessary payments do not have such

    

    scopes, the optimum evaluation shall be determined in the following method:

    

    (a) If the contingent event is involved in an individual project, the optimum evaluation amount will be

    

    determined based on the possible amount;

    

    (b) If the contingent event is involved in some projects, the optimum evaluation amount shall be

    

    determined based on possible amount and occurrence probability. In case of all or part of payments about 

the

    

    confirmed liquidation liabilities are expected to be compensated by the third parties or other parties, and 

the

    

    compensation amounts are surely received, then such amounts shall be separately recognized. The confirmed

    

    compensation amounts shall not exceed book values of confirmed liabilities.

    

    (17) Revenue recognition

    

    1. Offering labor

    

    a. The Company recognizes revenue based on passenger transport services provided or not based on the

    

    use of expired ticketed through, rather than as the basis to ticket through sales. The unused tickets will 

expiry

    

    in one year after sale. In addition, the company and other airlines signed code-sharing agreement; under 

the

    

    code-sharing agreements one party's carrier's flight No. classes can use designated code of the other air 

carrier.Shandong Airlines Co., Ltd. 2008 Annual Report

    

    49

    

    The revenue generated from code-sharing is allocated between parties in accordance with ode-sharing

    

    agreements; the revenue is confirmed as the provision of passenger transport services.

    

    b. In the provision of other aviation services, revenue is confirmed as at the completion of

    

    service

    

    2. The company ascertains the amount of revenues from the alienating of right to use assets based on the

    

    following circumstances, respectively:

    

    (1) The amount of interest revenue should be measured and confirmed in accordance with the length of

    

    time for which the company's cash is used by others and the actual interest rate; or

    

    (2) The amount of royalty revenue should be measured and confirmed in accordance with the period and

    

    method of charging as stipulated in the relevant contract or agreement.

    

    (18) Government Subsidies

    

    1. No government subsidy may be recognized unless the following conditions are met simultaneously as

    

    follows:

    

    a. The enterprise can meet the conditions for the government subsidies; and

    

    b. The enterprise can obtain the government subsidies.

    

    2. a. If a government subsidy is a monetary asset, it shall be measured in the light of the received or

    

    receivable amount. If a government subsidy is a non-monetary asset, it shall be measured at its fair value. 

If its

    

    fair value cannot be obtained in a reliable way, it shall be measured at its nominal amount.

    

    b. The government subsidies pertinent to assets shall be recognized as deferred income, equally

    

    distributed within the useful lives of the relevant assets, and included in the current profits and losses. 

But the

    

    government subsidies measured at their nominal amounts shall be directly included in the current profits 

and

    

    losses.

    

    The government subsidies pertinent to incomes shall be treated respectively in accordance with the

    

    circumstances as follows:

    

    (1) Those subsidies used for compensating the related future expenses or losses of the enterprise shall be

    

    recognized as deferred income and shall included in the current profits and losses during the period when 

the

    

    relevant expenses are recognized; or

    

    (2) Those subsidies used for compensating the related expenses or losses incurred to the enterprise shall

    

    be directly included in the current profits and losses.

    

    3. If it is necessary to refund any government subsidy which has been recognized, it shall be treated

    

    respectively in accordance with the circumstances as follows:

    

    a. If there is the deferred income concerned, the book balance of the deferred income shall be offset

    

    against, but the excessive part shall be included in the current profits and losses; and

    

    b. If there is no deferred income concerned to the government subsidy, it shall be directly included in the

    

    current profits and losses.

    

    (19) Measurement and recognition of borrowing cost

    

    1. Principle of capitalization of borrowing cost

    

    Borrowing costs may be attributable to the construction and productions of assets and complied with the

    

    capitalization conditions, they shall be capitalized and accounted for as cost of assets; other borrowing 

costsShandong Airlines Co., Ltd. 2008 Annual Report

    

    50

    

    shall be recognized as expenses when incurred and accounted for current profit and loss account. The assets

    

    complying with the capitalization conditions mean assets such as fixed assets, investment properties and

    

    inventories etc, that require a long time of construction and production activities before being intended 

for use

    

    or for sales.

    

    The capitalization of borrowing costs shall satisfy the following conditions:

    

    (a) The expenditure of assets has been incurred;

    

    (b) The borrowing costs have been incurred;

    

    (c) Activities relating to acquisition, construction or production that are necessary to the assets being

    

    intended for use or sales have been launched.

    

    Capitalization of borrowing costs shall be suspended during periods in which acquisition, construction or

    

    production of assets is interrupted abnormally, and is interrupted for a continuous period of three months.

    

    2. Capitalization period

    

    Capitalization of borrowing costs shall be suspended during periods in which acquisition, construction or

    

    production of assets is interrupted abnormally, and is interrupted for a continuous period of three months.

    

    Capitalization of borrowing costs also shall be suspended when the acquisition, construction or

    

    production of assets are prepared being intended for use or sales.

    

    Borrowing costs which are incurred by the acquisition, construction or production of assets, and are

    

    satisfied with the aforesaid capitalization conditions, are recognized as cost of assets before those 

assets are

    

    intended for use or sales. Any borrowing costs incurred after those assets are intended for use or sales, 

are

    

    recognized as financial costs.

    

    3. Where a general borrowing is used for the acquisition and construction or production of assets eligible

    

    for capitalization, the enterprise shall calculate and determine the to-be-capitalized amount of interests 

on the

    

    general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative

    

    asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. 

The

    

    capitalization rate shall be calculated and determined in light of the weighted average interest rate of 

the

    

    general borrowing. The capitalization period shall refer to the period from the commencement to the 

cessation

    

    of capitalization of the borrowing costs, excluding the period of suspension of capitalization of the 

borrowing

    

    costs. During the period of capitalization, the amount of interest capitalized during each accounting 

period

    

    shall not exceed the amount of interest actually incurred to the relevant borrowings in the current period.

    

    During the period of capitalization, the exchange balance on foreign currency borrowings shall be 

capitalized,

    

    and shall be recorded into the cost of assets eligible for capitalization. For the ancillary expense 

incurred to a

    

    specifically borrowed loan, those incurred before a qualified asset under acquisition, construction or

    

    production is ready for the intended use or sale shall be capitalized at the incurred amount when they are

    

    incurred, and shall be recorded into the costs of the asset eligible for capitalization; those incurred 

after a

    

    qualified asset under acquisition and construction or production is ready for the intended use or sale 

shall be

    

    recognized as expenses on the basis of the incurred amount when they are incurred, and shall be recorded 

into

    

    the profits and losses of the current period. The ancillary expenses arising from a general borrowing shall 

be

    

    recognized as expenses at their incurred amount when they are incurred, and shall be recorded into the 

profits

    

    and losses of the current period.Shandong Airlines Co., Ltd. 2008 Annual Report

    

    51

    

    (20) Measurement and recognition of income taxes

    

    1.The company uses deferred income tax liability method in calculation of income taxes

    

    2. Where the company obtains assets or liabilities, it shall determine its tax base. Where there is

    

    difference between the carrying amount of the assets or liabilities and its tax base, the deferred income 

tax

    

    assets or the deferred income tax liabilities shall be determined.

    

    3. The recognition of the deferred income tax assets

    

    a. The company should recognize the deferred income tax liabilities arising from a deductible temporary

    

    difference to the extent of the amount of the taxable income which it is most likely to obtain and which 

can be

    

    deducted from the deductible temporary difference. However, the deferred income tax assets, which are

    

    arising from the initial recognition of assets or liabilities during a transaction which is simultaneously 

featured

    

    by the following, shall not be recognized:

    

    (a) The transaction is not business combination;

    

    (b) At the time of transaction, the accounting profits will not be affected, nor will the taxable amount 

(or

    

    the deductible loss) be affected

    

    b. Where the deductible temporary difference related to the investments of the subsidiary companies,

    

    associated enterprises and joint enterprises can meet the following requirements simultaneously, the 

enterprise

    

    shall recognize the corresponding deferred income tax assets:

    

    (a) The temporary differences are likely to be reversed in the expected future; and

    

    (b) It is likely to acquire any amount of taxable income tax that may be used for making up the

    

    deductible temporary differences.

    

    c. As for any deductible loss or tax deduction that can be carried forward to the next year, the

    

    corresponding deferred income tax assets shall be determined to the extent that the amount of future 

taxable

    

    income to be offset by the deductible loss or tax deduction to be likely obtained

    

    4. Deferred income tax liabilities

    

    Deferred tax liabilities shall be recognized for all taxable temporary differences, except to the extent 

that

    

    the deferred tax liabilities arise from:

    

    a. the initial recognition of good will;

    

    b. the initial recognition of assets or liabilities arising from the following transactions which are

    

    simultaneously featured by the following:

    

    (1) The transaction is not business combination;

    

    (2) At the time of transaction, the accounting profits will not be affected, nor will the taxable amount 

(or

    

    the deductible loss) be affected.

    

    c. The taxable temporary differences related to the investments of subsidiary companies, associated

    

    enterprises and joint enterprises shall recognize corresponding deferred income tax liabilities. However, 

those

    

    that can simultaneously meet the following conditions shall be excluded:

    

    (1) The investing enterprise can control the time of the reverse of temporary differences; and

    

    (2) The temporary differences are unlikely to be reversed in the excepted future.

    

    5.The carrying amount of deferred income tax assets shall be reexamined on balance sheet day. If it is

    

    unlikely to obtain sufficient taxable income taxes to offset the benefit of the deferred income tax assets, 

the

    

    carrying amount of the deferred income tax assets shall be written down.

    

    When it is probable to obtain sufficient taxable income taxes, such write down amount shall be

    

    subsequently reversed.Shandong Airlines Co., Ltd. 2008 Annual Report

    

    52

    

    (21) Basis of Consolidation

    

    1. The recognition scope of the consolidation

    

    The consolidated financial statements prepared are in accordance with the No. 33 Enterprise Accounting

    

    Standards – Consolidated Financial Statement issued in February, 2006. The recognition of the scope of the

    

    consolidated financial statement based on control bases the consolidation including the company, 

subsidiaries

    

    directly or indirectly controlled by the company and special-purpose financial statements of the entity. 

Control

    

    refers to the Company has the right to decide financial and operating policies of the invested company, and 

to

    

    obtain benefits from the business activities.

    

    Company is not included in the scope of consolidation if there is evidence shows that the parent company

    

    can not exercise control over it.

    

    2. Purchase or sale of subsidiary share holding

    

    The purchase and sale date will be confirmed with the time that major related risks and rewards of equity

    

    ownership have been transferred. For the acquisition or sale of a subsidiary under the different control of 

the

    

    consolidation, the operating results and cash flows have been properly included in the consolidated Income

    

    Statement and Consolidated Statements of Cash Flows before the sales day and after the purchase day. For 

the

    

    acquisition or sale of a subsidiary under the same control of the consolidation the operating results and 

cash

    

    flows have been properly included in the consolidated Income Statement and Consolidated Statements of

    

    Cash Flows and shown separately. The corresponding adjustments have been made for Comparative figures of

    

    the consolidated financial statements

    

    3. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the

    

    accounting policies used into line with those used by other members of the group.

    

    If the accounting policy and accounting period of the subsidiary are inconsistent with the Company,

    

    financial statements of subsidiaries have been adjusted accordingly in accordance with the Company's

    

    accounting policies as preparation consolidated financial statements, for the subsidiary acquired under

    

    different control consolidation, financial statements of subsidiaries have been adjusted accordingly in

    

    accordance with fair value of subsidiary's identifiable assets, liabilities and contingent liabilities at 

purchase

    

    day.

    

    4. The method of consolidation

    

    All significant intercompany transaction and balances between group enterprises are eliminated on

    

    consolidation. The part of net assets of consolidated subsidiaries belongs to the part of minority 

interests

    

    should be reported separately in equity of consolidated financial statements.

    

    V.Changes of Accounting Policies and Accounting Estimates and Error Correction

    

    In order to avoid the risk of interest rate volatility, from 2004 to 2005, the company signed the interest 

rate

    

    swaps with banks which amounted to 309 million U.S. dollars. Up to 31/12/2007, the total amount of immature

    

    interest rate swaps of the company was 179,344,000 U.S. dollars。At 31/12/2007 the banks confirmed the fair

    

    value of the interest rate swaps of the company is 42,754,634.98 Yuan (5,853,111.05. dollars); At 

31/12/2006 the

    

    banks confirmed the fair value of the interest rate swaps of the company is 1,533,338.00 Yuan (190,000.00.

    

    dollars). According to the principle of caution, prior to 2008 the value of the interest rate swaps be 

presented out of

    

    the financial statement. Since year 2008 the value of the interest rate swaps should be presented in the 

financial

    

    statement according to the requirement of the CSRC. In the preparation of 2008 and 2007 comparative 

financialShandong Airlines Co., Ltd. 2008 Annual Report

    

    53

    

    statements, adjustments have been made. After the adjustments, the total amounts of the tradable financial 

assets of

    

    2007 has been increased 42,754,634.98 Yuan; the total amounts of Deferred income tax liabilities of 2007 

has been

    

    increased 10,688,658.74 Yuan; the retained earning of 2007 has been increased 32,065,976.24 Yuan

    

    Retrospective adjustment

    

    Item

    

    2007 Opening balance of 2007 The cumulative effects

    

    Income from Changes In fair Value 41,221,296.98 1,533,338.00 42,754,634.98

    

    Income tax expense 10,305,324.24 383,334.50 10,688,658.74

    

    undistributed profit 30,915,972.74 1,150,003.50 32,065,976.24

    

    Surplus reserves 0.00 0.00 0.00

    

    VI. Taxation

    

    1、Company applies to the following major types of taxes and tax rates:

    

    Types of tax Tax basis Tax rate

    

    Business tax Passenger, cargo transportation business or commissions, lease business 3%or5%

    

    Income tax Taxable income 25%

    

    Note: According to CAISHUI [2008] NO.178 Document, from 1/1/2008 to 31/12/2010 fuel surcharge are

    

    exempted from sales tax for airline company.

    

    2、Civil aviation basic construction fund

    

    According to Causing [2004] No. 38 the notice of temporary administration method for civil aviation basic

    

    construction fund issued by the Ministry of Finance, civil aviation fund is calculated based on 

classification of

    

    airline, maximum take off weight, airline mileage etc. and related regulation.

    

    VII. Corporate consolidate and the scope of consolidated financial statements

    

    1、Subsidiaries were not obtained through combination

    

    Company Name Registered Address Business nature Business scope

    

    Qingdao Int'l Aviation Logistics Center Co., Ltd Qingdao

    

    Transportation and

    

    warehousing

    

    Aviation cargo warehousing, ground allocation; Electronic

    

    commerce and so on

    

    Subsidiaries were not obtained through combination(continued)

    

    Company Name Registered capital

    

    Actual investment at

    

    year end

    

    Proportion of shares

    

    held by the company

    

    Proportion of voting

    

    rights

    

    Whether consolidated

    

    or not

    

    Qingdao Int'l Aviation Logistics Center Co., Ltd. 3,000.00 2,381.00 70.00% 70.00% Yes

    

    2. Minority interest of subsidiaries

    

    Company Name

    

    Minority shareholder

    

    interests at

    

    31/12/2007

    

    Net profits of

    

    subsidiaries

    

    The proportion of

    

    shares held by

    

    minority

    

    shareholders

    

    Profit and loss

    

    attribute to minority

    

    shareholders

    

    The excess losses by

    

    Minority shareholders

    

    that parent company

    

    has to beared

    

    Minority

    

    shareholder

    

    interests at

    

    31/12/2008

    

    Qingdao Int'l Aviation

    

    Logistics Center Co.,

    

    Ltd.

    

    12,133,486.03 2,190,565.09 30.00% 657,169.52 0.00 12,790,655.55Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    54

    

    VIII. Joint venture and associated enterprises

    

    List of joint ventures and key financial information:

    

    Company Name Registered Address Business nature

    

    Registered

    

    capital(Million)

    

    Holding

    

    Proportion

    

    Proportion of voting

    

    rights

    

    Shandong Airlines Rainbow Jet Co.,

    

    Ltd.

    

    Jinan General aviation transportation

    

    50.00 45% 45%

    

    List of joint ventures and key financial information(continued):

    

    Company Name

    

    Total assts at the end of

    

    balance date

    

    Total liabilities at the

    

    end of balance date

    

    Total net assets at the

    

    end of balance date

    

    Total income Net profits

    

    Shandong Airlines Rainbow Jet Co., Ltd. 92,804,133.65 241,500,785.58 -148,696,651.93 6,092,211.17 -

210,411.57

    

    IX. Main items of consolidated financial statements

    

    1. Monetary Funds

    

    Items Closing balance Opening balance

    

    Cash on hand 220,541.02 924,974.06

    

    Bank deposit 44,716,517.86 41,206,874.76

    

    Other monetary fund 26,935,875.00 27,392,250.00

    

    Total 71,872,933.88 69,524,098.82

    

    Closing balance Opening balance

    

    Items Original

    

    currency

    

    Exchange

    

    rate

    

    Equivalent to

    

    RMB

    

    Original

    

    currency

    

    Exchange

    

    rate

    

    Equivalent to

    

    RMB

    

    Cash on hand

    

    RMB 168,989.78 1.00 168,989.78 828,873.93 1.00 828,873.93

    

    HKD 1,559.60 0.8819 1,375.43 5,930.00 0.9364 5,552.86

    

    USD 1,520.92 6.8346 10,394.89 7,901.92 7.3046 57,720.36

    

    GBP 82.80 9.8798 818.04 1,652.80 14.5807 24,098.99

    

    CAD 10.00 5.6146 56.15 10.00 7.4419 74.42

    

    JPY 135,000.00 0.07565 10,219.50 135,000.00 0.0641 8,653.50

    

    EUR 2,970.00 9.6590 28,687.23 0.00 0.00 0.00

    

    Sub total 220,541.02 924,974.06

    

    Bank deposit

    

    RMB 44,483,350.50 1.00 44,483,350.50 40,274,001.87 1.00 40,274,001.87

    

    USD 34,117.08 6.8346 233,167.36 127,710.33 7.3046 932,872.89

    

    Sub total 44,716,517.86 41,206,874.76

    

    Other monetary fund

    

    RMB 26,935,875.00 1.00 26,935,875.00 0.00 0.00 0.00Shandong Airlines Co., Ltd. 2008 Annual Report

    

    55

    

    USD 0.00 0.00 0.00 3,750,000.00 7.3046 27,392,250.00

    

    Sub total 26,935,875.00 27,392,250.00

    

    Total 71,872,933.88 69,524,098.82

    

    Note :Other monetary funds are due to aircraft and engine security deposit, the amount is RMB

    

    26,935,875.00 at the year end 2008.

    

    2. Tradable financial assets

    

    Items fair value at the end of the year fair value at the beginning of the year

    

    Derivative financial Assets 23,460,812.11 42,754,634.98

    

    Total 23,460,812.11 42,754,634.98

    

    Note:In order to avoid the risk of interest rate volatility, from 2004 to 2008, the company has signed the

    

    interest rate swaps with banks which amounted to 384 million U.S. dollars, these interest rate swaps 

contract are

    

    matched with contract of airplane finance leasing and long-term borrowing contract, therefore the risks 

arise from

    

    interest payment of the financing can be avoided, and to prevent the losses in financing costs in the 

fluctuation of

    

    interest rates.

    

    Up to 31/12/2008, the total amount of immature interest rate swaps of the company is 164,297,045.74 U.S.

    

    dollars, of which redeemable interest rate swaps is 5,806,476.14 U.S. dollars。The bank has confirmed the 

fair

    

    value of the interest rate swaps of the company is 23,460,812.11 Yuan (3,432,653.28 U.S. dollars)。

    

    3 .Accounts receivable

    

    Composition of Accounts Receivable

    

    2008.12.31 2007.12.31

    

    Items

    

    Balance Proportion

    

    Bad debt

    

    provision

    

    Book value Balance Proportion

    

    Bad debt

    

    provision

    

    Book value

    

    Individual transaction

    

    with significant amount 115,826,770.70 91.46% 0.00 115,826,770.70 189,588,286.65 89.54% 0.00 189,588,286.65

    

    Credit risk portfolio 0.00 0.00% 0.00 0.00 2,608,298.83 1.23% 2,608,298.83 0.00

    

    Other transaction with no

    

    significant amount 10,812,993.42 8.54% 521,732.03 10,291,261.39 19,538,120.58 9.23% 777,353.03 

18,760,767.55

    

    Total 126,639,764.12 100.00% 521,732.03 126,118,032.09 211,734,706.06 100.00% 3,385,651.86 208,349,054.20

    

    (1) Individual accounts receivable with significant amount

    

    Items Amount Bad debt provision reason

    

    Air China Limited 55,089,147.43 0.00

    

    balance due to the settlement method, all amount after

    

    period are received

    

    BSP 39,640,732.64 0.00

    

    balance due to the settlement method, all amount after

    

    period are received

    

    Accounts receivable from China

    

    aviation settlement center 21,096,890.63 0.00

    

    balance due to the settlement method, all amount after

    

    period are received

    

    Total 115,826,770.70 0.00Shandong Airlines Co., Ltd. 2008 Annual Report

    

    56

    

    (2) Age analysis of accounts receivable

    

    Closing balance Opening balance

    

    Age

    

    Balance proportion

    

    Bad debt

    

    provision

    

    Net value Balance proportion

    

    Bad debt

    

    provision

    

    Net value

    

    Within 1 year 125,431,572.82 99.05% 445,258.73 124,986,314.09 208,993,647.58 98.70% 770,715.04 

208,222,932.54

    

    1 to 2 years 1,157,864.08 0.91% 75,222.25 1,082,641.83 307,308.50 0.15% 206,030.43 101,278.07

    

    2 to 3 years 26,524.80 0.02% 60.93 26,463.87 1,200,577.98 0.57% 1,175,785.69 24,792.29

    

    3 to 4 years 23,802.42 0.02% 1,190.12 22,612.30 929,258.00 0.44% 929,206.70 51.30

    

    4 to 5 years 0.00 0.00% 0.00 0.00 303,914.00 0.14% 303,914.00 0.00

    

    Total 126,639,764.12 100.00% 521,732.03 126,118,032.09 211,734,706.06 100.00% 3,385,651.86 208,349,054.20

    

    (3) the first five accounts of account receivable

    

    Closing balance Opening balance

    

    Items

    

    Amounts proportion Amounts proportion

    

    Total amounts of the first five accounts of account receivable 117,636,799.77 92.89% 191,137,479.60 90.27%

    

    (4) at the end the year the balance of the accounts receivable decreased 39.47% in comparison with the

    

    opening balance , this is mainly caused by BSP significantly shorten the billing cycle。

    

    (5) As at December 31, 2008, the outstanding amounts of the shareholders who hold over 5% voting rights

    

    (including 5%) see "Note 11, Related Party Relationships and transactions.

    

    1. Advance payable

    

    (1) Age analysis of advance payable

    

    Age Closing balance Proportion Opening balance Proportion

    

    Within 1 year 28,449,390.88 97.68% 20,787,499.32 99.99%

    

    1-2years 674,854.09 2.32% 1,387.48 0.01%

    

    Total 29,124,244.97 100.00% 20,788,886.80 100.00%

    

    (2) At the end of year the significant amount of advance payments are as follows:

    

    Amounts Proportion Details

    

    17,451,742.86 59.92% Payment for the rental of operating lease

    

    (3) The closing balance of the advanced payments has been increased 40.10% in comparison with the

    

    opening balance, this mainly caused by significant increasing in prepaid payment of the aviation materials 

for 3

    

    newly added aircrafts.

    

    (4) Up to 31 Dec 2008, the account balance did not contain any debt owned by major shareholders who owns

    

    5% or over 5% of voting sharesShandong Airlines Co., Ltd. 2008 Annual Report

    

    57

    

    2. Other account receivable

    

    (1)Composition of other account receivable

    

    2008.12.31 2007.12.31

    

    Items

    

    Balance Proportion

    

    Bad debt

    

    provision

    

    Book value Balance Proportion

    

    Bad debt

    

    provision

    

    Book value

    

    Individual transaction

    

    with significant

    

    amount 203,908,540.13 79.66% 109,051,717.65 94,856,822.48 228,111,849.89 83.89% 109,136,552.15 

118,975,297.74

    

    Other transaction with

    

    no significant amount 52,065,571.90 20.34% 1,944,258.14 50,121,313.76 43,806,896.86 16.11% 2,155,261.53 

41,651,635.33

    

    Total 255,974,112.03 100.00% 110,995,975.79 144,978,136.24 271,918,746.75 100.00% 111,291,813.68 

160,626,933.07

    

    (2)Other individual account receivable with significant amount

    

    Debtor Balance bad debts provision Reason

    

    Shandong Airlines Rainbow-Jet Co. ,Ltd (SARJ)

    

    109,051,717.65 109,051,717.65

    

    Long-term accounts receivable, the company could

    

    not repay debts due to its financial difficulty

    

    Deposit of aircraft engine 94,856,822.48 0.00

    

    Deposit for engine maintenance and purchase of

    

    aircraft, all amounts is receivable in the future.

    

    Total 203,908,540.13 109,051,717.65

    

    (3)Age analysis of other account receivable

    

    2008.12.31 2007.12.31

    

    Age Balance Proportion Bad debt provision Net value Balance Proportion Bad debt provision Net value

    

    Within 1 year 42,992,690.15 16.80% 2,038,542.29 40,954,147.86 45,332,097.75 16.67% 1,339,820.64 

43,992,277.11

    

    1 to 2 years 31,169,427.89 12.18% 669,245.45 30,500,182.44 29,195,356.30 10.74% 11,280,098.16 17,915,258.14

    

    2 to 3 years 17,263,584.49 6.74% 10,698,669.47 6,564,915.02 137,151,532.65 50.44% 80,385,813.40 

56,765,719.25

    

    3 to 4 years 133,052,336.46 51.98% 80,329,246.11 52,723,090.35 23,496,543.29 8.64% 18,138,057.20 

5,358,486.09

    

    4 to 5 years 23,398,644.42 9.14% 17,195,422.39 6,203,222.03 24,265,824.29 8.92% 77,624.20 24,188,200.09

    

    Above 5 years 8,097,428.62 3.16% 64,850.08 8,032,578.54 12,477,392.47 4.59% 70,400.08 12,406,992.39

    

    Total 255,974,112.03 100.00% 110,995,975.79 144,978,136.24 271,918,746.75 100.00% 111,291,813.68 

160,626,933.07

    

    (4)List of significant debtors

    

    Name of debtors Balance Nature or content Age Proportion

    

    SARJ 109,051,717.65 Disbursement fee 1-5years 42.60%

    

    GuoYin finance lease company 41,354,563.28 Deposit of aircraft 3-4years 16.16%

    

    Singapore Aircraft Leasing Enterprise 19,136,880.00 Deposit of aircraft 1-3years 7.48%

    

    RainierAircraft Leasing(Ireland)Limited 16,762,866.90 Deposit of aircraft 3-6years 6.55%

    

    Huaxia Airlines Ltd. 14,979,716.58 Aircraft rental and maintenance reserve. 3-4years 5.85%Shandong Airlines 

Co., Ltd. 2008 Annual Report

    

    58

    

    Total 201,285,744.41 78.64%

    

    (5) As at December 31, 2008, the outstanding amounts of the shareholders who hold over 5% voting rights

    

    (including 5%) see "Note 11, Related Party Relationships and transactions

    

    6. INVENTORY

    

    (1) Details of inventories

    

    2008.12.31 2007.12.31

    

    Items

    

    Balance

    

    Impairment loss

    

    provision

    

    Net value

    

    Balance Impairment loss

    

    provision

    

    Net value

    

    Aviation consumable material 73,263,438.33 353,539.79 72,909,898.54 51,137,472.47 353,539.79 50,783,932.68

    

    Low value consumable 762,731.56 0.00 762,731.56 943,633.30 0.00 943,633.30

    

    Material 605,146.87 0.00 605,146.87 497,251.68 0.00 497,251.68

    

    Others 69,752.60 0.00 69,752.60 13,321.71 0.00 13,321.71

    

    Total 74,701,069.36 353,539.79 74,347,529.57 52,591,679.16 353,539.79 52,238,139.37

    

    (2) The closing balance of the inventories has increased 42.32% in comparison with the opening balance,

    

    this mainly caused by increasing of consumption of Aircraft Materiel for three new Aircraft.

    

    (3) Inventories impairment loss provision

    

    Items

    

    The opening

    

    balances

    

    Impairment loss

    

    provision

    

    Reversal Write off

    

    The closing

    

    balances

    

    Proportion of current reversal to

    

    inventories closing balance

    

    Aviation consumable material 353,539.79 0.00 0.00 0.00 353,539.79 0.00

    

    Total 353,539.79 0.00 0.00 0.00 353,539.79 0.00

    

    (4) Up to 31 Dec 2008, the company did not use any inventories for guarantee.

    

    7. Long-term equity investment

    

    (1) Long-term equity investment and impairment loss provision

    

    2008.12.31 2007.12.31

    

    Items

    

    Balance

    

    Impairment loss

    

    provision

    

    Book value Balance

    

    Impairment loss

    

    provision

    

    Book value

    

    Long-term Equity Investment 110,852 ,100.00 22,500,000.00 88,352,100.00 111,959,196.91 22,500,000.00 

89,459,196.91

    

    Include: Investment in Subsidiary 0.00 0.00 0.00 1,107,096.91 0.00 1,107,096.91

    

    Joint Venture 22,500,000.00 22,500,000.00 0.00 22,500,000.00 22,500,000.00 0.00

    

    Investment in Other Companies 88,352,100.00 0.00 88,352,100.00 88,352,100.00 0.00 88,352,100.00

    

    (2)Long-term equity investments measured with cost method

    

    Investee

    

    Initial investment

    

    cost

    

    The opening balances Increment Decrement The closing balances

    

    China Civil aviation information network Co., Ltd 6,690,000.00 6,690,000.00 0.00 0.00 6,690,000.00

    

    SiChuan airlines Co. Ltd 35,000,000.00 35,000,000.00 0.00 0.00 35,000,000.00

    

    JiNan International Airport Co. Ltd 46,662,100.00 46,662,100.00 0.00 0.00 46,662,100.00

    

    Total 88,352,100.00 88,352,100.00 0.00 0.00 88,352,100.00Shandong Airlines Co., Ltd. 2008 Annual Report

    

    59

    

    (3) Long-term equity investments measured with equity method

    

    Investee

    

    Initial

    

    investment cost

    

    The opening

    

    balances

    

    Increment Decrement

    

    Cash

    

    dividend

    

    Other decrement

    

    The closing

    

    balances

    

    Accumulate

    

    Cash dividend

    

    SARJ 22,500,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    Union Express Service

    

    Shangdong Airline Co.Ltd 650,000.00 1,107,096.91 0.00 0.00 0.00 1,107,096.91 0.00 0.00

    

    Total 23,150,000.00 1,107,096.91 0.00 0.00 0.00 1,107,096.91 0.00 0.00

    

    (4) Long-term equity investments impairment loss provision

    

    Investee The opening balances Increment Decrement The closing balances

    

    SARJ 22,500,000.00 0.00 0.00 22,500,000.00

    

    Total 22,500,000.00 0.00 0.00 22,500,000.00

    

    Note: Due to the insolvency of SARJ, the company decided to set up an impairment provision for this

    

    long-term investment of SARJ.

    

    8. Fixed assets and accumulated depreciation

    

    (1) Classify Details

    

    Item The opening balances Increment Decrement The closing balances

    

    1.Fixed asset original price total 6,414,070,753.88 1,157,673,816.56 98,964,361.31 7,472,780,209.13

    

    Building 143,576,494.34 687,902.20 2,863,767.75 141,400,628.79

    

    Aircraft and engine 5,780,373,131.37 1,092,664,929.56 71,219,604.78 6,801,818,456.15

    

    High price rotables 373,394,501.78 47,763,311.39 20,100,479.13 401,057,334.04

    

    Vehiclest 32,712,599.99 2,494,949.55 651,819.91 34,555,729.63

    

    Machinery and equipment and other office equipment 84,014,026.40 14,062,723.86 4,128,689.74 93,948,060.52

    

    2.Accumulated depreciation total 1,419,065,120.08 436,398,118.13 66,757,974.54 1,788,705,263.67

    

    Building 18,166,198.34 4,669,557.31 442,109.07 22,393,646.58

    

    Aircraft and engine 1,245,587,703.83 398,454,013.01 59,309,003.03 1,584,732,713.81

    

    High price rotables 100,420,352.91 22,070,425.39 2,717,323.31 119,773,454.99

    

    Delivery equipment 15,702,027.57 3,102,565.27 509,913.98 18,294,678.86

    

    Machinery and equipment and other office equipment 39,188,837.43 8,101,557.15 3,779,625.15 43,510,769.43

    

    3. Fixed asset net book value total 4,995,005,633.80 0.00 0.00 5,684,074,945.46

    

    Building 125,410,296.00 0.00 0.00 119,006,982.21

    

    Aircraft and engine 4534785427.54 0.00 0.00 5,217,085,742.34

    

    High price rotables 272,974,148.87 0.00 0.00 281,283,879.05

    

    Delivery equipment 17,010,572.42 0.00 0.00 16,261,050.77

    

    Machinery and equipment and other office equipment 44,825,188.97 0.00 0.00 50,437,291.09

    

    (2) Current year completed construction in progress transferred to fixed asset is 937,546,706.41 Yuan.

    

    (3) Finance leases

    

    Items Book value

    

    Accumulated

    

    depreciation

    

    Impairment provision Net book value

    

    Aircraft and engine 2,505,052,608.99 746,338,680.70 0.00 1,758,713,928.29

    

    Total 2,505,052,608.99 746,338,680.70 0.00 1,758,713,928.29Shandong Airlines Co., Ltd. 2008 Annual Report

    

    60

    

    (4)up to December 31, 2008, there is nothing indicates that fixed assets have been impaired therefore

    

    no impairment provision is provided.

    

    9. Construction in progress

    

    (1) Construction in progress

    

    Title

    

    The opening

    

    balances

    

    Increment Transferred into fixed asset Decrement The closing balances

    

    B737-800 (2008) 527,446,403.69 583,993,120.09 937,028,602.41 0.00 174,410,921.37

    

    B737-800 (2009) 454,857,420.33 445,713,491.54 0.00 0.00 900,570,911.87

    

    B737-800 (2012) 104,366,795.48 -4,384,233.99 0.00 0.00 99,982,561.49

    

    ARJ700 60,778,195.00 0.00 0.00 0.00 60,778,195.00

    

    Qingdao Maintenance

    

    garage 4,820,907.63 34,890,249.98 423,604.00 0.00 39,287,553.61

    

    Other construction 1,862,748.98 945,761.00 94,500.00 0.00 2,714,009.98

    

    Total 1,154,132,471.11 1,061,158,388.62 937,546,706.41 0.00 1,277,744,153.32

    

    (2) Capitalization of borrowing for construction in progress to 31 Dec 2008

    

    Title The opening balances Increment Transferred into fixed asset The closing balances Sources of funding

    

    B737-800 8,278,547.28 8,895,278.34 6,738,227.35 10,435,598.27 Loans from financial institutions

    

    ARJ21-700 487,587.70 0.00 0.00 487,587.70 Loans from financial institutions

    

    Total 8,766,134.98 8,895,278.34 6,738,227.35 10,923,185.97

    

    Note :The current increase in the capitalization containing interest on borrowings 53,035,614.64 Yuan,

    

    and exchange earning 44,140,336.30 Yuan

    

    (3) Up to December 31, 2008, there is nothing indicates that construction in progress have been impaired

    

    therefore no impairment provision is provided.

    

    10. Liquidation of fixed assets

    

    Items The opening balances Increment Decrement The closing balances Reason for liquidation

    

    Building 833,029.86 1,856,220.69 2,689,250.55 0.00 scraped

    

    High price rotables 0.00 6,080,908.85 6,080,908.85 0.00 scraped

    

    Aircraft and engine 0.00 1,211,274.75 1,211,274.75 0.00 scraped

    

    Total 833,029.86 9,148,404.29 9,981,434.15 0.00

    

    11. Intangible assets and accumulated amortization

    

    (1) Intangible assets

    

    Items The opening balances Increment Decrement The closing balances

    

    1、Total original value 44,850,133.13 4,194,563.36 0.00 49,044,696.49

    

    land Use right 44,850,133.13 4,194,563.36 0.00 49,044,696.49

    

    2.Totalaccumulated amortization 1,437,524.07 662,098.25 0.00 2,099,622.32

    

    land Use right 1,437,524.07 662,098.25 0.00 2,099,622.32

    

    3. Total accumulated impairment loss provision for

    

    intangible assets 0.00 0.00 0.00 0.00

    

    land Use right 0.00 0.00 0.00 0.00Shandong Airlines Co., Ltd. 2008 Annual Report

    

    61

    

    4.Total book value of intangible assets 43,412,609.06 3,532,465.11 0.00 46,945,074.17

    

    land Use right 43,412,609.06 3,532,465.11 0.00 46,945,074.17

    

    (2) Up to December 31, 2008, there is nothing indicates that Intangible assets have been impaired

    

    therefore no impairment provision is provided.

    

    12. Long-term deferred expenses

    

    Items Original value The opening balances Increment Decrement transfer out

    

    accumulated

    

    amortization

    

    The closing

    

    balances

    

    Expenses of recruitment

    

    and training for pilots 284,348,225.82 172,330,090.76 49,682,027.42 13,699,336.63 0.00 76,035,444.27 

208,312,781.55

    

    Total 284,348,225.82 172,330,090.76 49,682,027.42 13,699,336.63 0.00 76,035,444.27 208,312,781.55

    

    The amortization period for expenses of recruitment and training for pilots is 20 years, The remaining

    

    period is16-19 years。

    

    13. Deferred income tax assets

    

    (1) Recognized deferred income tax assets

    

    deductible temporary differences deferred income tax assets

    

    Items

    

    The closing balances The opening balances The closing balances The opening balances

    

    deductible temporary differences arising from

    

    Provision for impairment of assets 111,461,696.80 114,677,465.48 27,865,424.20 28,669,366.37

    

    Inventory impairment provision 353,539.79 353,539.79 88,384.95 88,384.95

    

    Withholding costs for assets repairing 156,828,874.32 99,334,110.52 39,207,218.58 24,833,527.63

    

    Employee wage payable 6,424,516.00 64,949,603.00 1,606,129.00 16,237,400.75

    

    Deductible difference resulting from loss remedy 0.00 12,552,438.48 0.00 3,138,109.62

    

    Launch fee amortization 28,005.52 89,739.44 7,001.38 22,434.86

    

    Total 275,096,632.43 291,956,896.71 68,774,158.11 72,989,224.18

    

    Note: According to the history of sales and Prediction of future market of the company, deferred income

    

    tax assets recognized in each period can be written back in the following period

    

    14. Provision for asset impairment

    

    Decrement

    

    Items The opening balances Increment

    

    written back Written off

    

    The closing balances

    

    (1) Accounts receivable bad debt provision 3,385,651.86 0.00 255,621.00 2,608,298.83 521,732.03

    

    (2) Other account receivable bad debt

    

    provision 111,291,813.68 0.00 295,837.89 0.00 110,995,975.79

    

    (3) Provision of inventory impairment loss 353,539.79 0.00 0.00 0.00 353,539.79

    

    (4) impairment provision of the long term

    

    equity investment 22,500,000.00 0.00 0.00 0.00 22,500,000.00

    

    Total 137,531,005.33 0.00 551,458.89 2,608,298.83 134,371,247.61Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    62

    

    15. Restricted assets

    

    (1) Restricted assets

    

    Item The opening balances Increment Decrement The closing balances

    

    Net worth of pledged assets

    

    Self owned aircraft 2,656,919,630.14 1,007,972,763.24 206,520,579.33 3,458,371,814.05

    

    Finance leased aircraft 1,877,865,797.40 13,472,561.55 132,624,430.66 1,758,713,928.29

    

    Total 4,534,785,427.54 1,021,445,324.79 339,145,009.99 5,217,085,742.34

    

    (2) The obtaining of bank loans and finance leasing aircraft cause the accessing of the above assets to be

    

    restricted.

    

    16. Short-term loans

    

    (1)Types of short-term loan

    

    Types The closing balances The opening balances

    

    Credit bank loan 70,503,800.00 36,523,000.00

    

    Pledged bank loan 126,383,714.55 0.00

    

    Guaranteed bank loan 810,000,000.00 1,168,707,000.00

    

    Total 1,006,887,514.55 1,205,230,000.00

    

    (2)Details of short-term loan

    

    Types Amount(RMB) Start Date Maturity Date Remarks

    

    Credit bank loan:

    

    Everbright Bank,Qingdao branch 50,000,000.00 2008-11-24 2009-11-23

    

    Bank of China (Hong Kong) Branch 20,503,800.00 2008-1-10 2009-1-10 Three million U.S. dollars in original 

currency

    

    Total 70,503,800.00

    

    Pledged bank loan:

    

    SH Nordbank AG 50,619,781.44 2008-7-25 2009-4-30 7,406,400.00 U.S. dollars in original currency

    

    SH Nordbank AG 25,144,151.67 2008-7-31 2009-2-28 3,678,950.00 U.S. dollars in original currency

    

    SH Nordbank AG 50,619,781.44 2008-9-25 2009-4-30 7,406,400.00 U.S. dollars in original currency

    

    Total 126,383,714.55

    

    Guaranteed bank loan:

    

    China Construction Bank Jinan shizhong branch 40,000,000.00 2008-12-16 2009-12-15 Shandong airline co. ltd 

as guarantor

    

    China Construction Bank Jinan shizhong branch 40,000,000.00 2008-12-18 2009-12-17 Shandong airline co. ltd 

as guarantor

    

    China Merchants Bank, Jinan branch 40,000,000.00 2008-7-3 2009-7-3 Shandong airline co. ltd as guarantor

    

    China Merchants Bank, Qingdao branch 80,000,000.00 2008-6-16 2009-6-16 Shandong airline co. ltd as 

guarantor

    

    China Merchants Bank, Qingdao branch 90,000,000.00 2008-7-9 2009-7-9 Shandong airline co. ltd as guarantor

    

    Agriculture bank of China, MingHu branch 150,000,000.00 2008-1-23 2009-1-22 Shandong airline co. ltd as 

guarantor

    

    Agriculture bank of China, MingHu branch 60,000,000.00 2008-11-5 2009-11-4 Shandong airline co. ltd as 

guarantor

    

    Agriculture bank of China, MingHu branch 50,000,000.00 2008-11-12 2009-11-11 Shandong airline co. ltd as 

guarantor

    

    Agriculture bank of China, MingHu branch 60,000,000.00 2008-11-19 2009-11-18 Shandong airline co. ltd as 

guarantor

    

    Bank of China (Jinan) Branch 80,000,000.00 2008-12-31 2009-12-30 Shandong airline co. ltd as guarantor

    

    Chinese Foreign Economic and Trade Trust Ltd. 120,000,000.00 2008-4-18 2009-4-17 Shandong airline co. ltd 

as guarantorShandong Airlines Co., Ltd. 2008 Annual Report

    

    63

    

    Subtotal 810,000,000.00

    

    Total 1,006,887,514.55

    

    (3) As of December 31, 2008 there are no overdue outstanding loans.

    

    17. Notes payable

    

    (1) Details

    

    Items The closing balances The opening balances

    

    bank acceptance 10,000,000.00 15,000,000.00

    

    Total 10,000,000.00 15,000,000.00

    

    (2) The closing balance of the notes payable has decreased 33.33% in comparison with the opening

    

    balance, this mainly caused by the payment made to the maturity bank acceptance.

    

    18. Accounts payable

    

    (1). Age

    

    Age The closing balances The opening balances

    

    Within 1 year 866,216,091.36 760,092,700.15

    

    Above I year 9,102,968.75 272,887.97

    

    Total 875,319,060.11 760,365,588.12

    

    (2) Up to 31 Dec 2008, there are no payables due from shareholders who own 5% or over 5% of voting

    

    rights

    

    19. Advanced from customers

    

    (1). Age

    

    Age The closing balances The opening balances

    

    Within 1 year 87,709,493.54 89,541,466.63

    

    Above 1 year 26,000.00 58,592.60

    

    Total 87,735,493.54 89,600,059.23

    

    (2) Up to 31 Dec 2008, there are no advanced payments received from shareholders who own 5% or over

    

    5% of voting rights

    

    20. Payroll payable

    

    Items The opening balances Increment Decrement The closing balances

    

    1、Salary, bonus and allowance 65,167,874.92 421,945,772.48 402,717,604.43 84,396,042.97

    

    2、Employee benefit 0.00 17,523,387.97 17,523,387.97 0.00

    

    3、Social insurance fee 105.82 52,379,543.13 52,379,397.71 251.24

    

    Include:1. medical insurance 28.69 216,467.20 216,495.89 0.00

    

    2.Basic retirement insurance 65.92 32,116,354.30 32,116,168.98 251.24

    

    3.Annuity fee 0.00 14,835,012.40 14,835,012.40 0.00

    

    4.Unemployment fee 6.59 3,344,146.38 3,344,152.97 0.00

    

    5.Injury insurance 1.65 716,916.41 716,918.06 0.00

    

    6.Procreation insurance premium 2.97 1,150,646.44 1,150,649.41 0.00

    

    4、Housing accumulation fund 236,614.70 59,218,648.96 59,452,221.42 3,042.24Shandong Airlines Co., Ltd. 

2008 Annual Report

    

    64

    

    5、Labor union fee and employee education

    

    fee 8,003,342.44 10,101,229.39 11,383,941.21 6,720,630.62

    

    6. Non-monetary benefit 0.00 0.00 000 0.00

    

    7、Redemption of termination of labor

    

    contract 0.00 4,650.48 4,650.48 0.00

    

    8、Others 0.00 0.00 0.00 0.00

    

    Include:share payment by cash 0.00 0.00 0.00 0.00

    

    Total 73,407,937.88 561,173,232.41 543,461,203.22 91,119,967.07

    

    21. Tax payable

    

    Types The closing balances The opening balances

    

    VAT & Custom tax 42,093,679.29 32,283,139.01

    

    Sales tax 4,783,260.78 11,655,870.96

    

    City maintenance construction fee 1,017.73 3,780.64

    

    Enterprise Income tax 7,878,180.11 81,547.63

    

    Property tax 1,174,020.58 1,160,007.23

    

    Tenure tax 3,468.00 766,030.00

    

    Personal income tax 1,846,373.79 1,107,868.53

    

    Stamp duty 3,099,249.32 2,649,751.77

    

    Civil aviation infrastructure construction

    

    fund 9,223,996.01 8,348,032.19

    

    Civil aviation airport administration fee 26,114,804.00 22,865,399.00

    

    Income tax in advance 15,119,191.76 5,817,869.59

    

    Total 111,337,241.37 86,739,296.55

    

    Note:The closing balance of the tax payable has increased 28.36% in comparison with the

    

    opening balance; this mainly caused by the company has not carried out the Final Settlement and Payment of

    

    Enterprise Income Taxes.

    

    22. Interest payable

    

    Items The closing balances The opening balances

    

    interest on short and long-term borrowings 9,634,990.00 12,429,380.48

    

    Total 9,634,990.00 12,429,380.48

    

    23. Other accounts payable

    

    (1). Age

    

    Age The closing balances The opening balances

    

    Within 1 year 117,844,706.36 78,174,526.56

    

    Above 1 year 43,892,042.34 57,185,522.10

    

    Total 161,736,748.70 135,360,048.66Shandong Airlines Co., Ltd. 2008 Annual Report

    

    65

    

    (2).Details of significant Other accounts payable with age more than one year

    

    Name Amount owed age The reasons for arrears

    

    Air China Ltd. 20,000,000.00 1-2years

    

    Air China prepaid 20 million Yuan for aircraft wet renting on December 10, 2007. Both

    

    parties agreed that the settlement should base on the actual operation of these aircrafts

    

    and shall settle the payment in the last month before the contract terminated.

    

    (3)The total amount of the top five of other account payable is 126,480,258.45 Yuan which is taken

    

    78.20% of the total amount of other account payable.

    

    (4)Up to 31 Dec 2008, amounts due to shareholders who own 5% or over 5% of voting rights see

    

    “Note 11, Related parties and transactions”

    

    24. Non-current liabilities due within one year

    

    (1). Types

    

    Items The closing balances The opening balances

    

    Long-term borrowing within 1 year 487,168,908.19 190,810,617.13

    

    Long-term account payable within 1 year 227,593,094.74 161,580,345.90

    

    Total 714,762,002.93 352,390,963.03

    

    Less: Unrecognized financing liabilities 99,172,325.71 49,767,310.74

    

    Total 615,589,677.22 302,623,652.29

    

    (2). List of creditors

    

    The closing balances

    

    Items

    

    Currency Original currency Equivalent to RMB

    

    Interest rate Remark

    

    Commerz bank, New York branch USD 5,674,365.85 38,782,020.84 6.0100%-6.0150% pledge

    

    Shenzhen Financial lease company RMB 89,638,748.19 89,638,748.19 8.1500% pledge

    

    China Minsheng Bank Jinan branch RMB 50,000,000.00 50,000,000.00 6.1200% pledge

    

    Industry and commercial bank Jinan

    

    Dongjiao branch RMB 188,000,000.00 188,000,000.00 5.5080% pledge

    

    Bank of China, Jinan branch RMB 21,376,000.00 21,376,000.00 7.8300% pledge

    

    Bank of China, Jinan branch USD 8,400,000.00 57,410,640.00 4.3900% pledge

    

    Bank of Communication Co.,Ltd,JiNan

    

    Tianqiao branch RMB 57,160,950.00 57,160,950.00 5.5100%-7.0470% Guarantee

    

    Shanghai Pudong Development Bank

    

    Co.,Ltd,JiNan branch RMB 70,000,000.00 70,000,000.00 6.8040% pledge

    

    Bank of Communication Co.,Ltd,JiNan

    

    Tianqiao branch USD 2,183,510.00 14,923,417.45 3.8200%-4.1800% Guarantee

    

    SH Nordbank AG USD 4,140,388.72 28,297,900.74 4.5000% pledge

    

    Total 615,589,677.22

    

    (3) As of December 31, 2008 there are no overdue outstanding loans.Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    66

    

    25. Long-term borrowing

    

    (1) Types

    

    Types The closing balances The opening balances

    

    Pledge bank loan 1,157,489,900.59 1,487,075,281.45

    

    Guaranteed bank loan 2,001,843,376.80 1,113,316,566.52

    

    Total 3,159,333,277.39 2,600,391,847.97

    

    (2) List of creditors

    

    Creditor Original currency Equivalent to RMB Start date Maturity date Interest rate Remark

    

    Construction Bank of China Jinan Shizhong branch 27,600,000.00 27,600,000.00 2007-12-3 2022-3-28 5.5080% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch 83,000,000.00 83,000,000.00 2008-1-2 2022-3-28 7.0470% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch 54,000,000.00 54,000,000.00 2008-3-3 2022-3-28 7.0470% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch 53,000,000.00 53,000,000.00 2008-4-1 2022-3-28 7.0470% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch 26,500,000.00 26,500,000.00 2008-4-29 2022-3-28 7.0470% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch 52,300,000.00 52,300,000.00 2008-6-2 2022-3-28 7.0470% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch 51,500,000.00 51,500,000.00 2008-7-1 2022-3-28 7.0470% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch 120,000,000.00 120,000,000.00 2008-7-15 2022-3-28 7.0470% 

Shandong airline co. ltd as guarantor

    

    construction bank of china Jinan Shizhong branch $6,039,200.00 41,275,516.32 2007-3-29 2022-3-28 4.6763% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch $3,749,800.00 25,628,383.08 2007-4-30 2022-3-28 4.2800% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch $6,765,620.00 46,240,306.45 2007-5-31 2022-3-28 3.3675% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch $17,954,820.00 122,714,012.77 2007-7-2 2022-3-28 3.9088% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch $3,749,800.00 25,628,383.08 2007-8-1 2022-3-28 3.9863% 

Shandong airline co. ltd as guarantor

    

    Construction Bank of China Jinan Shizhong branch $12,000,000.00 82,015,200.00 2007-8-29 2010-8-28 3.8169% 

Aircraft as pledge

    

    Construction Bank of China Jinan Shizhong branch $1,300,000.00 8,884,980.00 2007-9-10 2010-8-28 3.6925% 

Aircraft as pledge

    

    construction bank of china Jinan Shizhong branch $700,000.00 4,784,220.00 2007-9-21 2010-8-28 3.2975% 

Aircraft as pledge

    

    Construction Bank of China Jinan Shizhong branch $14,908,900.00 101,896,367.94 2007-9-28 2022-3-28 3.4319% 

Shandong airline co. ltd as guarantor

    

    industrial and commercial bank Dongjiao branch 100,000,000.00 100,000,000.00 2006-12-18 2018-12-17 5.5080% 

Shandong airline co. ltd as guarantor

    

    Industrial and Commercial Bank Dongjiao branch 2,200,000.00 2,200,000.00 2008-6-5 2018-12-17 5.5080% 

Shandong airline co. ltd as guarantor

    

    Industrial and Commercial Bank Dongjiao branch 2,100,000.00 2,100,000.00 2008-6-18 2018-12-17 5.5080% 

Shandong airline co. ltd as guarantor

    

    Industrial and Commercial Bank Dongjiao branch 123,000,000.00 123,000,000.00 2008-6-19 2018-12-17 5.5080% 

Shandong airline co. ltd as guarantor

    

    Industrial and Commercial Bank Dongjiao branch 13,500,000.00 13,500,000.00 2008-7-1 2018-12-17 6.9660% 

Shandong airline co. ltd as guarantor

    

    Industrial and Commercial Bank Dongjiao branch 30,000,000.00 30,000,000.00 2008-8-19 2018-12-17 5.8320% 

Shandong airline co. ltd as guarantor

    

    Industrial and Commercial Bank Dongjiao branch $3,671,400.00 25,092,550.44 2007-5-31 2018.12.17 3.7675% 

Shandong airline co. ltd as guarantor

    

    Industrial and Commercial Bank Dongjiao branch $3,671,400.00 25,092,550.44 2007-9-4 2018.12.17 3.9194% 

Shandong airline co. ltd as guarantor

    

    Industrial and Commercial Bank Dongjiao branch $3,671,400.00 25,092,550.44 2007-12-3 2018.12.17 3.4063% 

Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch 132,750,000.00 132,750,000.00 2006-5-30 2016-12-30 

5.7510% Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch 101,707,125.00 101,707,125.00 2007-11-12 2016-12-30 

6.4800% Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch 102,000,000.00 102,000,000.00 2007-12-3 2016-12-30 

5.5080% Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch 86,100,000.00 86,100,000.00 2008-1-14 2016-12-30 

7.0470% Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch $2,746,050.00 18,768,153.33 2006-10-31 2016-12-30 

3.8163% Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch $2,754,112.50 18,823,257.29 2006-11-30 2016-12-30 

3.3213% Shandong airline co. ltd as guarantorShandong Airlines Co., Ltd. 2008 Annual Report

    

    67

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch $2,746,050.00 18,768,153.33 2007-1-31 2016-12-30 

4.1275% Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch $2,712,675.00 18,540,048.56 2007-5-31 2016-12-30 

3.3213% Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch $2,704,762.50 18,485,969.78 2007-4-29 2016-12-30 

4.2125% Shandong airline co. ltd as guarantor

    

    Bank of Communication Co.,Ltd Jinan Tianqiao branch $2,712,675.00 18,540,048.56 2007-5-31 2016-12-30 

3.8163% Shandong airline co. ltd as guarantor

    

    Bank of China Jinan branch $1,469,733.60 10,045,041.26 2005-4-29 2019-4-28 3.0638% Aircraft as pledge

    

    Bank of China Jinan branch $469,200.00 3,206,794.32 2005-6-23 2019-4-28 3.0638% Aircraft as pledge

    

    Creditor Original currency Equivalent to RMB Start date Maturity date Interest rate Remark

    

    Bank of China Jinan branch $25,656,600.00 175,352,598.36 2005-7-15 2019-4-28 3.0638% Aircraft as pledge

    

    Bank of China Jinan branch $26,071,798.00 178,190,310.61 2005-10-19 2019-4-28 3.0638% Aircraft as pledge

    

    Bank of China Jinan branch $26,213,260.00 179,157,146.80 2005-12-21 2019-4-28 3.0638% Aircraft as pledge

    

    Bank of China Jinan branch $923,467.00 6,311,527.56 2005-12-23 2019-4-28 3.0638% Aircraft as pledge

    

    Bank of China Jinan branch $525,000.00 3,588,165.00 2006-4-27 2019-4-28 3.0638% Aircraft as pledge

    

    China Minsheng Bank Jinan branch 270,000,000.00 270,000,000.00 2005-4-7 2014-6-29 6.1200% Aircraft as 

pledge

    

    China Development Bank Shandong branch $3,735,500.00 25,530,648.30 2008-7-1 2023-6-30 2.5913% Aircraft as 

pledge

    

    China Development Bank Shandong branch $18,292,500.00 125,021,920.50 2008-7-11 2023-6-30 2.5913% Aircraft 

as pledge

    

    China Development Bank Shandong branch $7,481,350.00 51,132,034.71 2008-9-2 2023-6-30 2.5913% Aircraft as 

pledge

    

    China Development Bank Shandong branch $3,735,500.00 25,530,648.30 2008-9-26 2023-6-30 2.5913% Aircraft as 

pledge

    

    China Development Bank Shandong branch $7,481,350.00 51,132,034.71 2008-12-8 2023-6-30 2.5913% Aircraft as 

pledge

    

    HSH Nordbank AG $36,228,401.10 247,606,630.15 2008-7-25 2018-7-25 4.8713% Aircraft as pledge

    

    Total 3,159,333,277.39

    

    Note:As of December 31, 2008 there are no overdue outstanding loans.

    

    26. Long-term account payable

    

    (1) Details

    

    Balance due within following dates The closing balance The opening balance

    

    First year after balance sheet date 227,593,094.76 266,014,982.84

    

    Second year after balance sheet date 227,593,094.76 219,714,595.69

    

    Third year after balance sheet date 184,513,291.73 219,714,595.69

    

    Over there years 1,217,418,343.07 1,341,366,941.63

    

    Total minimum lease payment 1,857,117,824.32 2,046,811,115.85

    

    Less: unrecognized financing fee 614,237,149.91 630,438,170.45

    

    Finance lease payable 1,242,880,674.41 1,416,372,945.40

    

    Include: finance lease payable within 1 year 128,420,769.03 111,813,035.16

    

    Total 1,114,459,905.38 1,304,559,910.24

    

    (2) List of long-term payable

    

    The closing balance

    

    Item

    

    Currency Original currency Equivalent to RMB

    

    Loan condition Interest rate maturity date

    

    Commerzbank, New

    

    York Branch

    

    USD

    

    6,355,783.14 43,439,235.45

    

    Finance lease 6.010%-6.015% 2010.7.15

    

    Guoying finance lease

    

    company

    

    RMB

    

    1,071,020,669.93 1,071,020,669.93

    

    Finance lease 8.1500% 2020.6.15Shandong Airlines Co., Ltd. 2008 Annual Report

    

    68

    

    Total 1,114,459,905.38

    

    27. Deferred Income

    

    Items Original value

    

    The opening

    

    balance Increment Amortization

    

    Accumulative

    

    amortization

    

    The closing

    

    balance

    

    CRJ leaseback profit 9,741,746.00 4,871,343.11 0.00 1,392,193.00 6,262,595.89 3,479,150.11

    

    Bonus earnings 9,840,407.72 0.00 9,840,407.72 0.00 0.00 9,840,407.72

    

    Special funds of subsidies for

    

    post-disaster reconstruction 5,000,000.00 0.00 5,000,000.00 0.00 0.00 5,000,000.00

    

    Total 24,582,153.72 4,871,343.11 14,840,407.72 1,392,193.00 6,262,595.89 18,319,557.83

    

    Note: Bonus earning arises from the application of the frequent customer bonus plan; members’ customers

    

    of the company can accumulate mileage points as they take the flight of the Company or flight of the China

    

    airline

    

    28. Deferred income tax liabilities

    

    Recognized deferred income tax liabilities

    

    taxable temporary differences deferred income tax liabilities

    

    Items

    

    The closing balance The opening balance The closing balance The opening balance

    

    changes in fair value of tradable financial assets 23,460,812.12 42,754,634.96 5,865,203.03 10,688,658.75

    

    Unrealized exchange gain 55,805,493.72 0.00 13,951,373.43 0.00

    

    Total 79,266,305.84 42,754,634.96 19,816,576.46 10,688,658.75

    

    29. Share Capital

    

    Increase/Decrease (+、-) Unit: shares

    

    Items

    

    The opening

    

    balance

    

    Issuance

    

    of new

    

    shares

    

    Bonus

    

    shares

    

    Capitalization

    

    of public

    

    reserve

    

    Others Sub-total The closing balance

    

    (1) Shares subject to trading

    

    moratorium

    

    ①founder's shares 260,000,000.00 0.00 0.00 0.00 0.00 0.00 260,000,000.00

    

    Including:

    

    Shares held by the state 259,801,000.00 0.00 0.00 0.00 0.00 0.00 259,801,000.00

    

    Shares held by state-owned legal

    

    persons 199,000.00 0.00 0.00 0.00 0.00 0.00 199,000.00

    

    Shares held by overseas legal

    

    persons 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    Others 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    ② Raised legal person’s shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    ③ Inner employees’ shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    69

    

    ④ Preference shares or other 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    Include: transferred/allotted shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    Total unlisted shares 260,000,000.00 0.00 0.00 0.00 0.00 0.00 260,000,000.00

    

    Listed shares

    

    ①RMB ordinary shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    Increase/Decrease (+、-) Unit: shares

    

    Items

    

    The opening

    

    balance

    

    Issuance

    

    of new

    

    shares

    

    Bonus

    

    shares

    

    Capitalization

    

    of public

    

    reserve

    

    Others Sub-total The closing balance

    

    Including:Shares hold by

    

    management 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    ②Domestically listed foreign shares 140,000,000.00 0.00 0.00 0.00 0.00 0.00 140,000,000.00

    

    Total listed shares 140,000,000.00 0.00 0.00 0.00 0.00 0.00 140,000,000.00

    

    (3)sell limited shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    (4) Total shares 400,000,000.00 0.00 0.00 0.00 0.00 0.00 400,000,000.00

    

    1、The aforesaid listed shares are listed on B shares at RMB1 each。

    

    2、The aforesaid share capital has been examined by Shangdong Yantai Qianju Certified Public

    

    Accountants and issued a Capital Verification Report with Yanqianzi[2000]NO.27.

    

    30. Capital Reserve

    

    Items The opening balance Increment Decrement The closing balance

    

    Premium on share capital 76,258,081.68 0.00 0.00 76,258,081.68

    

    Other capital reserve 7,792,081.16 0.00 0.00 7,792,081.16

    

    Total 84,050,162.84 0.00 0.00 84,050,162.84

    

    31. Surplus Reserve

    

    Items The opening balance Increment Decrement The closing balance

    

    Statutory surplus reserve 24,919,586.71 4,571,141.06 0.00 29,490,727.77

    

    Total 24,919,586.71 4,571,141.06 0.00 29,490,727.77

    

    32. Retained Earnings

    

    Items 2008 2007

    

    Balance at the beginning of the year -39,938,895.93 -108,076,865.41

    

    Add:Consolidated net profit 80,981,442.68 68,171,958.24

    

    Other transfer-in 0.00 173,679.78

    

    Less:Withdrawal of statuary surplus reserve 4,571,141.06 207,668.54

    

    Withdrawal of employee incentive and welfare fund 0.00 0.00

    

    Withdrawal of reserve fund 0.00 0.00

    

    Withdrawal reserve for business expansion 0.00 0.00

    

    Profits capitalized on return of investment 0.00 0.00

    

    Less:Preference dividends payable 0.00 0.00

    

    Withdrawal of Unspecified surplus reserve 0.00 0.00Shandong Airlines Co., Ltd. 2008 Annual Report

    

    70

    

    Ordinary dividends payable 0.00 0.00

    

    Ordinary share dividend transfer to capital(or share) 0.00 0.00

    

    Undistributed profits at end of year 36,471,405.69 -39,938,895.93

    

    33. Operating Revenue and Operating Cost

    

    (1) Operating Revenue

    

    Items 2008 2007

    

    Main operating revenue 4,985,950,205.16 4,536,790,226.62

    

    Other operating Revenue 63,440,911.31 93,340,311.57

    

    Total 5,049,391,116.47 4,630,130,538.19

    

    (2) Operating Cost

    

    Items 2008 2007

    

    Main operating cost 4,122,612,353.88 3,779,784,586.76

    

    Other operating cost 33,511,012.84 56,965,069.52

    

    Total 4,156,123,366.72 3,836,749,656.28

    

    (3) Main operation income, main operation cost and gross profit of segment

    

    2008 2007

    

    Segment

    

    Operating Income Operating Cost Gross profit Operating Income Operating Cost Gross profit

    

    Aviation transportation service 4,953,048,164.35 4,101,665,962.58 851,382,201.77 4,503,661,260.70 

3,761,738,252.60 741,923,008.10

    

    Logistic transportation service 6,020,693.27 1,313,169.79 4,707,523.48 7,250,905.82 1,733,971.61 

5,516,934.21

    

    Hospitality and Catering service 22,538,565.66 15,614,100.05 6,924,465.61 26,059,386.92 16,312,368.49 

9,747,018.43

    

    Lease service 31,801,807.87 35,128,834.04 -3,327,026.17 49,549,336.89 52,470,312.13 -2,920,975.24

    

    Others 35,981,885.32 2,401,300.26 33,580,585.06 43,609,647.86 4,494,751.45 39,114,896.41

    

    Total 5,049,391,116.47 4,156,123,366.72 893,267,749.75 4,630,130,538.19 3,836,749,656.28 793,380,881.91

    

    (4) Top five customers

    

    2008 2007

    

    Name

    

    Sales amount

    

    Proportion of the total

    

    sales%

    

    Sales amount

    

    Proportion of the total

    

    sales%

    

    Total amount of Sales revenue of the top five customers 712,142,468.82 14.10% 373,431,310.83 8.06%

    

    34. Business tax and surtax

    

    Item Applicable tax rate 2008 2007

    

    Business tax 3%、5% 132,823,862.65 137,305,155.03

    

    Total 132,823,862.65 137,305,155.03

    

    35. Financial expenses

    

    Items 2008 2007

    

    Interest expenses 328,596,797.15 283,408,485.31

    

    Less: Interest income 5,839,812.54 1,219,055.29Shandong Airlines Co., Ltd. 2008 Annual Report

    

    71

    

    Exchange gains -78,963,306.70 -66,751,899.20

    

    Others 9,747,478.66 3,888,437.02

    

    Total 253,541,156.57 219,325,967.84

    

    36. Impairment loss of assets

    

    Items 2008 2007

    

    Bad debts provision -551,458.89 670,094.39

    

    Total -551,458.89 670,094.39

    

    37. Earnings from changes in fair value

    

    Sources of Earnings from changes in fair value 2008 2007

    

    Tradable financial assets -19,293,822.87 41,221,296.98

    

    Total -19,293,822.87 41,221,296.98

    

    Note:Earnings from changes in fair value is -19,293,822.87 Yuan, this is losses result in the changes in

    

    fair value of the Interest rate swaps.

    

    38. Investment income

    

    The origin of the investment income 2008 2007

    

    Realized profit from Financial assets trading 10,081,058.70 22,379,236.48

    

    Increase income by equity method -35,915.68 -2,560.68

    

    Income from equity investment 1,130,610.00 956,670.00

    

    Total 11,175,753.02 23,333,345.80

    

    39. Non-operating income

    

    (1)Non-operating income

    

    Items 2008 2007

    

    Government Grant 42,232,215.00 10,000,000.00

    

    Other 1,661,594.88 1,362,190.18

    

    Total 43,893,809.88 11,362,190.18

    

    (2) Government Grant

    

    Items 2008 Approval documents Approval authority

    

    Regional aviation

    

    subsidies

    

    16,580,300.00

    

    East China Electricity Council FAMINGDIAN【2008 】No.

    

    1522

    

    Chinese Civil Aviation Authority in East China

    

    Airline subsidy 14,067,100.00 JIFAMINGDIAN 【2008】 No. 1022 Southwest China's civil aviation authority

    

    Earthquake relief subsidies 3,000,000.00 JUFAMINGDAIN【2008】NO.4444 Civil Aviation Administration of China

    

    Others 8,584,815.00

    

    Total 42,232,215.00

    

    40. Non-operating expenses

    

    Items 2008 2007

    

    Loss on disposal of non-current assets 10,915,236.47 21,736,311.72

    

    Include: Loss on disposal of fixed assets 10,915,236.47 21,348,892.09

    

    Donation 0.00 215,000.00

    

    Extra-ordinary loss 0.00 8,482,707.78

    

    Others 477,113.76 14,676.27Shandong Airlines Co., Ltd. 2008 Annual Report

    

    72

    

    Total 11,392,350.23 30,448,695.77

    

    41. Income taxes expense

    

    Items 2008 2007

    

    Income tax for current period 13,279,231.57 298,883.01

    

    Deferred income tax 13,342,983.79 29,563,951.64

    

    Total 26,622,215.36 29,862,834.65

    

    42. Net profit after deduction of Non-recurring gains and losses

    

    Items 2008 2007

    

    Net profit 80,981,442.68 68,171,958.24

    

    Plus: (1) Minus: Profit and loss in disposal of non-circulation assets 10,915,236.47 21,736,311.72

    

    (2) Governmental allowance accrued to the current profit and loss Gain or loss from combination - 

4,822,515.00 -10,000,000.00

    

    (3) gains and losses arising from changes in fair value of tradable financial assets and tradable

    

    financial liabilities and financial liabilities and investment income arising form disposal of

    

    tradable financial assets ,tradable financial liabilities and available for sale financial assets 

19,293,822.87 -41,221,296.98

    

    (4) transferred back of individually impairment tested receivables -84,834.50 0.00

    

    (5) Non-operating income and expenses other than above items 0.00 7,370,706.97

    

    (6) other Non-recurring gains and losses -10,023,237.59 498,594.46

    

    Subtotal 15,278,472.25 -21,615,683.83

    

    less:Amount influenced due to income tax 3,819,618.06 -7,133,175.66

    

    Net profit after deduction of non-recurring gain/loss 92,440,296.87 53,689,450.07

    

    less:non-recurring gain/loss attributable to minority shareholders 0.00 -331.50

    

    Net profit after deduction of non-recurring gain/loss attributable to shareholders of parent company 

92,440,296.87 53,689,781.57

    

    43. Cash received relating to other operating activities

    

    Items 2008 2007

    

    Government grant 47,232,215.00 10,000,000.00

    

    Interest incomes 5,839,812.54 667,658.52

    

    Cash received from non-operating activities 1,661,594.88 1,362,190.18

    

    Cash received from payable and receivable 24,792,036.03 50,444,864.79

    

    Total 79,525,658.45 62,474,713.49

    

    44. Cash paid relating to other operating activities

    

    Items 2008 2007

    

    Bank commission charge 9,747,478.66 3,888,437.02

    

    Cash Paid for non-operating activities 477,113.76 229,676.27

    

    Cash paid for current fund 4,898,582.20 15,017,209.45

    

    Marketing cost, administration cost and cash paid

    

    for operating activities 64,370,315.89 55,784,000.50

    

    Total 79,493,490.51 74,919,323.24Shandong Airlines Co., Ltd. 2008 Annual Report

    

    73

    

    45. Cash paid relating to other investment activities

    

    Items 2008 2007

    

    Decrease of cash in subsidiaries for

    

    reconciliation 00 3,395,201.72

    

    Total 00 3,395,201.72

    

    46. Cash received relating to other financing activities

    

    Item 2008 2007

    

    Interest expenses for leased aircrafts 273,796,099.64 108,326,472.97

    

    Total 273,796,099.64 108,326,472.97

    

    47. Adjusting net profit to cash flow from operating activities

    

    1.Adusting net profit to cash flow from operating activities: 2008 2007

    

    Net profit 81,638,612.20 68,905,276.52

    

    Add: Impairment loss provision of assets -551,458.89 670,094.39

    

    Depreciation of fixed assets、oil and gas assets and consumable biological assets 436,398,118.13 

405,262,347.38

    

    Amortization of intangible assets 662,098.25 613,539.74

    

    Amortization of Long-term deferred and prepaid expenses 13,699,336.63 10,720,417.07

    

    Loss on disposal of fixed assets、intangible assets and other long-term deferred

    

    assets(Loss/Gain +/-) -19,700.00 387,419.63

    

    Loss from written off assets(Loss/Gain +/-) 10,915,236.47 21,348,892.09

    

    Loss of fair value fluctuation on assets(Loss/Gain +/-) 19,293,822.87 -41,221,296.98

    

    Financial cost(Loss/Gain +/-) 252,838,009.68 283,408,485.31

    

    Loss on investment(Loss/Gain +/-) -11,175,753.02 -23,333,345.80

    

    Decrease of deferred income tax assets(Loss/Gain +/-) 4,215,066.07 19,258,627.39

    

    Decrease of deferred income tax liabilities(Loss/Gain +/-) 9,127,917.72 10,305,324.25

    

    Decrease of inventories(Loss/Gain +/-) -22,109,390.20 -12,792,299.74

    

    Decrease of operating receivables(Loss/Gain +/-) 83,801,585.12 -98,303,411.61

    

    Increase of operating payables(Loss/Gain +/-) 181,099,605.53 89,341,351.34

    

    Others 0.00 0.00

    

    Net cash flows arising from operating activities 1,059,833,106.56 734,571,420.98

    

    2.Significant investment and financing activities that without cash flows

    

    Liability transfer to capital 0.00 0.00

    

    Convertible corporate bond due within 1 year 0.00 0.00

    

    Finance lease-fixed assets 0.00 0.00

    

    3.Net increase (decrease) of cash and cash equivalents

    

    Ending balance of cash 44,937,058.88 42,131,848.82

    

    Less: Beginning balance of cash 42,131,848.82 68,256,602.71

    

    Add : Ending balance of cash equivalents 0.00 0.00

    

    Less: Beginning balance of cash equivalents 0.00 0.00

    

    Net increase of cash and cash equivalents 2,805,210.06 -26,124,753.89Shandong Airlines Co., Ltd. 2008 

Annual Report

    

    74

    

    48. Relating information for acquired or disposal of subsidiaries and other business units for

    

    current period

    

    Items 2008 2007

    

    Relating information for acquired or disposal of subsidiaries and other business

    

    units:

    

    1.Price of disposal of subsidiaries and other business unit 1,071,181.23 2,592,379.24

    

    2.Cash and cash equivalent received from disposal

    

    of subsidiaries and other business unit 912,019.23 750,000.00

    

    Less:Cash and cash equivalent held by subsidiaries and other business unit 0.00 1,138,731.24

    

    3.Net cash received from disposal of subsidiaries and other business unit 912,019.23 -388,731.24

    

    4.Net assets from disposal of subsidiaries 1,071,181.23 2,592,379.24

    

    Current assets 912,019.23 2,592,379.24

    

    Non-current assets 159,162.00 0.00

    

    Current liabilities 0.00 0.00

    

    Non-current liabilities 0.00 0.00

    

    49. Cash and cash equivalents

    

    Items 2008 2007

    

    1.Cash 44,937,058.88 42,131,848.82

    

    Including: Cash on hand 220,541.02 924,974.06

    

    Non restricted bank deposit 44,716,517.86 41,206,874.76

    

    Non restricted other monetary fund 0.00 0.00

    

    2.Cash equivalents 0.00 0.00

    

    Including: Bond investment within three month 0.00 0.00

    

    3.Ending balance of cash and cash equivalents 44,937,058.88 42,131,848.82

    

    Inculding: restricted cash and cash equivalents for parent or group ubsidiaries 0.00 0.00

    

    X. Notes to financial statement for parent company

    

    1. Accounts Receivable

    

    (1) Details of accounts receivable

    

    The closing balance The opening balance

    

    Item

    

    Balance

    

    Proportion Provision for bad

    

    debts Net book value Balance

    

    Proportion Provision for bad

    

    debts Net book value

    

    Individual transaction

    

    with significant

    

    amount 115,826,770.70 92.24% 0.00 115,826,770.70 189,588,286.65 90.17% 0.00 189,588,286.65

    

    portfolio credit risk 0.00 0.00% 0.00 0.00 2,608,298.83 1.24% 2,608,298.83 0.00

    

    Other transaction with

    

    no significant amount 9,747,897.58 7.76% 469,172.93 9,278,724.65 18,050,269.68 8.59% 777,353.03 

17,272,916.65Shandong Airlines Co., Ltd. 2008 Annual Report

    

    75

    

    Total 125,574,668.28 100.00% 469,172.93 125,105,495.35 210,246,855.16 100.00% 3,385,651.86 206,861,203.30

    

    (2) Individual significant accounts receivable

    

    Name Amount Provision for bad debts Reason

    

    Air China 55,089,147.43 0.00 Settlement difference, all are received in subsequent date

    

    BSP 39,640,732.64 0.00 Settlement difference, all are received in subsequent date

    

    China Aviation Settlement Centre 21,096,890.63 0.00 Settlement difference, all are received in subsequent 

date

    

    Total 115,826,770.70 0.00

    

    (3)Age

    

    The closing balance The opening balance

    

    Age

    

    Balance % Bad debt provision Net Value Balance % Bad debt provision Net Value

    

    Within one year 124,366,476.98 99.04% 392,699.63 123,973,777.35 207,505,796.68 98.70% 770,715.04 

206,735,081.64

    

    1-2 years 1,157,864.08 0.92% 75,222.25 1,082,641.83 307,308.50 0.15% 206,030.43 101,278.07

    

    2-3 years 26,524.80 0.02% 60.93 26,463.87 1,200,577.98 0.57% 1,175,785.69 24,792.29

    

    3-4 years 23,802.42 0.02% 1,190.12 22,612.30 929,258.00 0.44% 929,206.70 51.30

    

    4-5 years 0.00 0.00% 0.00 0.00 303,914.00 0.14% 303,914.00 0.00

    

    Total 125,574,668.28 100% 469,172.93 125,105,495.35 210,246,855.16 100.00% 3,385,651.86 206,861,203.30

    

    (4)Details of top five debtors for accounts receivable

    

    The closing balance The opening balance

    

    Items

    

    Balance Percentage Balance Percentage

    

    Total amounts for top five debtors 117,636,799.77 93.68% 191,137,479.60 90.91%

    

    (5) Up to 31 Dec 2008, amounts due to shareholders who own 5% or over 5% of voting rights see “Note

    

    11, related parties and transactions”

    

    2. Other accounts receivable

    

    (1) Details of other accounts receivable

    

    The closing balance The opening balance

    

    Items Balance % Bad debt

    

    provision

    

    Net Value Balance % Bad debt

    

    provision

    

    Net Value

    

    Individual

    

    transaction with

    

    significant amount 203,908,540.13 79.59% 109,051,717.65 94,856,822.48 228,111,849.89 83.93% 109,136,552.15 

118,975,297.74

    

    Other transaction

    

    with no significant

    

    amount 52,282,091.05 20.41% 1,940,806.24 50,341,284.81 43,684,552.87 16.07% 2,155,261.53 41,529,291.34

    

    Total 256,190,631.18 100.00% 110,992,523.89 145,198,107.29 271,796,402.76 100.00% 111,291,813.68 

160,504,589.08

    

    (2) Bad debt provision for individual accounts receivable with significant amount.Shandong Airlines Co., 

Ltd. 2008 Annual Report

    

    76

    

    Debtor Balance

    

    Percentage of bad debts

    

    provision Reason

    

    Shandong Airline Rainbow Jet Co., Ltd 109,051,717.65 100.00%

    

    the company could not repay debts due to its

    

    financial difficulty

    

    Security deposit for airplane engine 94,856,822.48 0.00

    

    Deposit for engine maintenance and purchase of

    

    aircraft, all amounts is receivable in the future

    

    Total 203,908,540.13 109,051,717.65

    

    (3) Age

    

    The closing balance The opening balance

    

    Ages Balance % Bad debt

    

    provision

    

    Net Value Balance % Bad debt provision Net Value

    

    Within one year 43,209,209.30 16.87% 2,035,090.39 41,174,118.91 45,220,181.76 16.64% 1,339,820.64 

43,880,361.12

    

    1-2 years 31,169,427.89 12.17% 669,245.45 30,500,182.44 29,184,928.30 10.74% 11,280,098.16 17,904,830.14

    

    2-3 years 17,263,584.49 6.74% 10,698,669.47 6,564,915.02 137,151,532.65 50.46% 80,385,813.40 56,765,719.25

    

    3-4 years 133,052,336.46 51.93% 80,329,246.11 52,723,090.35 23,496,543.29 8.64% 18,138,057.20 5,358,486.09

    

    4-5 years 23,398,644.42 9.13% 17,195,422.39 6,203,222.03 24,265,824.29 8.93% 77,624.20 24,188,200.09

    

    Above 5 years 8,097,428.62 3.16% 64,850.08 8,032,578.54 12,477,392.47 4.59% 70,400.08 12,406,992.39

    

    Total 256,190,631.18 100.00% 110,992,523.89 145,198,107.29 271,796,402.76 100.00% 111,291,813.68 

160,504,589.08

    

    (4) Details of top five debtors for other accounts receivable

    

    Name of debtors Balance Nature or content Age Proportion

    

    Shandong Airline Rainbow Jet Co., Ltd 109,051,717.65 Disbursement fee 1-5years 42.57%

    

    Shenzhen finance lease company 41,354,563.28 Deposit of aircraft 3-4years 16.14%

    

    SingaporeAircraft Leasing Enterprise 19,136,880.00 Deposit of aircraft 1-3years 7.47%

    

    RainierAircraftLeasing(Ireland)Limited 16,762,866.90 Deposit of aircraft 3-6years 6.54%

    

    Huaxia Airlines Ltd 14,979,716.58 Aircraft rental and maintenance reserve 3-4years 5.85%

    

    Total 201,285,744.41 78.57%

    

    (5) Up to 31 Dec 2008, amounts due to shareholders who own 5% or over 5% of voting rights see “Note

    

    11, related parties and transactions.

    

    3. Long-term equity investment

    

    (1). Long-term equity investment and provision for impairment loss

    

    The closing balance The opening balance

    

    Items

    

    Balance Provision for impairment loss Book value Balance Provision for impairment loss Book value

    

    Long-term equity investment 134,665,305.97 22,500,000.00 112,165,305.97 135,315,305.97 22,500,000.00 

112,815,305.97

    

    Include: Investment in Subsidiary 23,813,205.97 0.00 23,813,205.97 24,463,205.97 0.00 24,463,205.97

    

    Joint-venture investment 22,500,000.00 22,500,000.00 0.00 22,500,000.00 22,500,000.00 0.00

    

    Investment in Other Companies 88,352,100.00 0.00 88,352,100.00 88,352,100.00 0.00 88,352,100.00

    

    (2) Long-term equity investment measured by cost methodShandong Airlines Co., Ltd. 2008 Annual Report

    

    77

    

    Compay The initial amount The opening balance Increment Decrement The closing balance

    

    ①Subsidiaries:

    

    Qingdao International Aviation Logistic center Co.,

    

    Ltd 23,813,205.97 23,813,205.97 0.00 0.00 23,813,205.97

    

    Union Express Service Shandong Airline Co., Ltd 650,000.00 650,000.00 0.00 650,000.00 0.00

    

    Sub-total 24,463,205.97 24,463,205.97 0.00 650,000.00 23,813,205.97

    

    ②Other long-term equity investment

    

    China Civil aviation information network Co., Ltd 6,690,000.00 6,690,000.00 0.00 0.00 6,690,000.00

    

    Sichuan airlines Co. Ltd 35,000,000.00 35,000,000.00 0.00 0.00 35,000,000.00

    

    JiNan International Airport Co. Ltd 46,662,100.00 46,662,100.00 0.00 0.00 46,662,100.00

    

    Sub-total 88,352,100.00 88,352,100.00 0.00 0.00 88,352,100.00

    

    Total 112,815,305.97 112,815,305.97 0.00 650,000.00 112,165,305.97

    

    (3) Long-term equity investment measured by equity method

    

    Company Initial investment

    

    Opening

    

    balance

    

    Increment Adjustment for

    

    current year profit

    

    and loss

    

    Cash

    

    dividend

    

    Other

    

    decrement

    

    The closing

    

    balances

    

    Accumulate Cash

    

    dividend

    

    SARJ 25,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    Total 25,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

    

    (4) Impairment loss provision of long-term investment

    

    Investee The opening balances Increment Decrement The closing balances

    

    SARJ 22,500,000.00 0.00 0.00 22,500,000.00

    

    Total 22,500,000.00 0.00 0.00 22,500,000.00

    

    Note: Due to the insolvency of SARJ, the company decided to set up an impairment provision for this

    

    long-term investment of SARJ.

    

    4. Operating income and operating cost

    

    (1) Operating income

    

    Items 2008 2007

    

    Main business income 4,979,929,511.89 4,530,329,258.69

    

    Other business income 63,440,911.31 93,220,311.57

    

    Total 5,043,370,423.20 4,623,549,570.26

    

    (2) Operating cost

    

    Items 2008 2007

    

    Main business cost 4,121,299,184.09 3,778,757,204.89

    

    Other business cost 33,511,012.84 56,965,069.52

    

    Total 4,154,810,196.93 3,835,722,274.41

    

    (3) The main businesses are listed as per product or category.Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    78

    

    2008 2007

    

    Product or category

    

    Operating income Operating cost Gross profit Operating income Operating cost Gross profit

    

    Aviation shipping service 4,953,048,164.35 4,101,665,962.58 851,382,201.77 4,503,661,260.70 

3,761,738,252.60 741,923,008.10

    

    Logistic service 0.00 0.00 0.00 789,937.89 706,583.80 83,354.09

    

    Catering service 22,538,565.66 15,614,100.05 6,924,465.61 26,059,386.92 16,312,368.49 9,747,018.43

    

    Leasing service 31,801,807.87 35,128,834.04 -3,327,026.17 49,549,336.89 52,470,312.13 -2,920,975.24

    

    Others 35,981,885.32 2,401,300.26 33,580,585.06 43,489,647.86 4,494,757.39 38,994,890.47

    

    Total 5,043,370,423.20 4,154,810,196.93 888,560,226.27 4,623,549,570.26 3,835,722,274.41 787,827,295.85

    

    (4)Top five accounts for sales income

    

    2008 2007

    

    Customer

    

    sales amount

    

    Proportion of the total

    

    sales%

    

    sales amount

    

    Proportion of the total

    

    sales%

    

    Total amounts of the top five accounts for sales income 712,142,468.82 14.12% 373,431,310.83 8.08%

    

    5. Investment income

    

    The origin of the investment income 2008 2007

    

    Realized profit from Financial assets trading 10,081,058.70 22,379,236.48

    

    Profit distributed by the disposal of shareholder’s

    

    right 421,181.23 0.00

    

    Profit distributed by shareholding company 1,130,610.00 956,670.00

    

    Total 11,632,849.93 23,335,906.48

    

    XI. Related party and related party transactions

    

    1. Confirmation standard of related part

    

    The other party which is controlled, jointly controlled or substantially influenced by the company, or

    

    controls, jointly controls or substantially influences the company, or is under the same control, joint 

control or

    

    substantial influence of the same parties as the company will be deemed as the associated party of the 

company.

    

    2、The relationship of related parties

    

    (1) The relationship of related parties

    

    ①related party with controllable relationship

    

    Business name

    

    Registered

    

    ADD

    

    Main business

    

    Relationship

    

    Business nature

    

    Legal

    

    representative

    

    Air China Limited Beijing

    

    air passenger transport, freight transport and

    

    related service etc

    

    Controlled party Corp. Dongkong

    

    Shandong Aviation Group

    

    Co. Ltd.

    

    Jinan

    

    Aircraft and ground equipment repair and

    

    maintenance, air passenger transport, freight

    

    transport and related service etc

    

    Controlled

    

    shareholder

    

    Limited liability

    

    company

    

    Gang feng

    

    The registered capital and changes the related parties with controllable relationship

    

    Business name The opening balance Increment Decrement The closing balanceShandong Airlines Co., Ltd. 2008 

Annual Report

    

    79

    

    Air China Limited 9,433,210,909.00 1,639,000,000. 0.00 11,072,210,909.00

    

    Shandong Aviation Group Co. Ltd. 580,000,000.00 0.00 0.00 580,000,000.00

    

    Changes in share capital and particular about related party with controllable relationship

    

    Business name The opening balance Proportion Increment Decrement The closing balance Proportion

    

    Air China Limited 91,200,000.00 22.80% 0.00 0.00 91,200,000.00 22.80%

    

    Shandong Aviation Group Co. Ltd. 168,004,000.00 42.00% 0.00 0.00 168,004,000.00 42.00%

    

    ② Subsidiaries of the company

    

    The information about Subsidiaries of the company, see Note 7.1

    

    (2)The related party with uncontrollable relationship

    

    ①The joint ventures and associates of the company

    

    The information about joint ventures and associates of the company, see Note8

    

    ②The related party with uncontrollable relationship

    

    Name The relationship with company

    

    Shandong Taeco Aircraft Engineering Co., Ltd Subsidiary which under the same control of holding company

    

    Aviation building management limited company Subsidiary which under the same control of holding company

    

    Shandong xiaoyu technology service ltd Subsidiary which under the same control of holding company

    

    Qingdao Feisheng international Aviation Training Co., Ltd Subsidiary which under the same control of 

holding company

    

    Shandong International Aviation Training Co., Ltd. Subsidiary which under the same control of holding 

company

    

    SARJ associate

    

    3、 Related party transactions

    

    (1) The pricing principle of the transaction between the company and related party: the price of the 

related

    

    party transaction will be settled at the market price as the similar product or service。

    

    (2) Related party transactions

    

    ① Offering service

    

    2008 2007

    

    Related party Pricing principle Transaction detail

    

    Amount proportion Amount proportion

    

    Air China Limited Protocol Price Payment for service 5,950,000.00 43.44% 12,390,700.00 100.00%

    

    Total 5,950,000.00 43.44% 12,390,700.00 100.00%

    

    ② Acceptance service

    

    2008 2007

    

    Related party

    

    Pricing

    

    principle

    

    Transaction detail

    

    Amount proportion Amount proportionShandong Airlines Co., Ltd. 2008 Annual Report

    

    80

    

    Shandong Taeco Aircraft

    

    Engineering Co., Ltd Marketing price Expenditure for aircraft maintenance 61,209,045.29 17.68% 

56,344,238.51 32.11%

    

    Shandong Aviation Group Co. Ltd. Marketing price

    

    Rental charges in respect of

    

    land and buildings 5,834,547.95 21.43% 6,207,465.77 22.13%

    

    Shandong Aviation Group Co. Ltd. Marketing price Room and restaurant service charges 5,135,401.66 0.00% 

4,911,669.10 0.00%

    

    Qingdao Feisheng international

    

    Aviation Training Co., Ltd Marketing price Training fee 5,010,748.92 6.17% 5,879,227.00 7.50%

    

    Shandong International Aviation

    

    Training Co., Ltd. Marketing price Training fee 10,917,712.53 13.48% 7,933,074.50 10.12%

    

    Shandong xiaoyu technology

    

    service ltd Marketing price Repairs and maintenance charges 11,073,497.62 3.63% 3,323,330.44 1.89%

    

    Total 99,180,953.97 84,599,005.32

    

    ③ Other transaction

    

    2008 2007

    

    Related party

    

    Pricing

    

    principle

    

    Transaction detail

    

    Amount proportion Amount proportion

    

    SARJ Settlement of debt 84,834.5 0.00 498,594.46 0.00

    

    Air China Limited Protocol Price Leasing of aircraft and engine 600,186,086.00 94.97% 259,180,758.50 83.95%

    

    Air China Limited Protocol Price Joint venture route 96,046,056.93 100.00% 85,833,974.37 100.00%

    

    Shandong Aviation Group Co. Ltd. Protocol Price Guarantee fee 4,445,800.00 100.00% 0.00 0.00

    

    ④ Guarantee

    

    Shandong Aviation Group Co. Ltd. Provides guarantee for the company as following:

    

    Types of borrowing Creditors currency Amount Start date

    

    Maturity

    

    date

    

    Interest

    

    rate

    

    Industrial and Commercial Bank Dongjiao branch RMB 100,000,000.00 2006-12-18 2018-12-17 5.5080%

    

    Industrial and Commercial Bank Dongjiao branch RMB 2,200,000.00 2008-6-5 2018-12-17 5.5080%

    

    Industrial and Commercial Bank Dongjiao branch RMB 2,100,000.00 2008-6-18 2018-12-17 5.5080%

    

    Industrial and Commercial Bank Dongjiao branch RMB 123,000,000.00 2008-6-19 2018-12-17 5.5080%

    

    Industrial and Commercial Bank Dongjiao branch RMB 13,500,000.00 2008-7-1 2018-12-17 6.9660%

    

    Industrial and Commercial Bank Dongjiao branch RMB 30,000,000.00 2008-8-19 2018-12-17 5.8320%

    

    Industrial and Commercial Bank Dongjiao branch USD $3,671,400.00 2007-5-31 2018-12-17 3.7675%

    

    Industrial and Commercial Bank Dongjiao branch USD $3,671,400.00 2007-9-4 2018-12-17 3.9194%

    

    Industrial and Commercial Bank Dongjiao branch USD $3,671,400.00 2007-12-3 2018-12-17 3.4063%

    

    China Construction Bank Jinan Shizhong branch RMB 27,600,000.00 2007-12-3 2022-3-28 5.5080%

    

    Long-term borrowing

    

    China Construction Bank Jinan Shizhong branch RMB 83,000,000.00 2008-1-2 2022-3-28 7.0470%

    

    Types of borrowing Creditors currency Amount Start date

    

    Maturity

    

    date

    

    Interest

    

    rate

    

    China Construction Bank Jinan Shizhong branch RMB 54,000,000.00 2008-3-3 2022-3-28 7.0470%

    

    China Construction Bank Jinan Shizhong branch RMB 53,000,000.00 2008-4-1 2022-3-28 7.0470%

    

    Long-term borrowing

    

    China Construction Bank Jinan Shizhong branch RMB 26,500,000.00 2008-4-29 2022-3-28 7.0470%Shandong 

Airlines Co., Ltd. 2008 Annual Report

    

    81

    

    China Construction Bank Jinan Shizhong branch RMB 52,300,000.00 2008-6-2 2022-3-28 7.0470%

    

    China Construction Bank Jinan Shizhong branch RMB 51,500,000.00 2008-7-1 2022-3-28 7.0470%

    

    China Construction Bank Jinan Shizhong branch RMB 120,000,000.00 2008-7-15 2022-3-28 7.0470%

    

    China Construction Bank Jinan Shizhong branch USD $6,039,200.00 2007-3-29 2022-3-28 4.6763%

    

    China Construction Bank Jinan Shizhong branch USD $3,749,800.00 2007-4-30 2022-3-28 4.2800%

    

    China Construction Bank Jinan Shizhong branch USD $6,765,620.00 2007-5-31 2022-3-28 3.3675%

    

    China Construction Bank Jinan Shizhong branch USD $17,954,820.00 2007-7-2 2022-3-28 3.9088%

    

    China Construction Bank Jinan Shizhong branch USD $3,749,800.00 2007-8-1 2022-3-28 3.9863%

    

    China Construction Bank Jinan Shizhong branch USD $14,908,900.00 2007-9-28 2022-3-28 3.4319%

    

    Bank of Communication Co.,Ltd JiNan Tianqiao branch RMB 150,450,000.00 2006-5-30 2016-12-30 5.7510%

    

    Bank of Communication Co.,Ltd JiNan Tianqiao branch RMB 115,268,075.00 2007-11-12 2016-12-30 6.4800%

    

    Bank of Communication Co.,Ltd JiNan Tianqiao branch RMB 115,600,000.00 2007-12-3 2016-12-30 5.5080%

    

    Bank of Communication Co.,Ltd JiNan Tianqiao branch RMB 98,400,000.00 2008-1-14 2016-12-30 7.0470%

    

    Bank of communications Tianqiao branch USD $3,112,190.00 2006-10-31 2016-12-30 3.8163%

    

    Bank of communications Tianqiao branch USD $3,121,327.50 2006-11-30 2016-12-30 3.3213%

    

    Bank of communications Tianqiao branch USD $3,112,190.00 2007-1-31 2016-12-30 4.1275%

    

    Bank of communications Tianqiao branch USD $3,074,365.00 2007-5-31 2016-12-30 3.3213%

    

    Bank of communications Tianqiao branch USD $3,065,397.50 2007-4-29 2016-12-30 4.2125%

    

    Bank of communications Tianqiao branch USD $3,074,365.00 2007-5-31 2016-12-30 3.3213%

    

    Agricultural Bank of China Minghu branch RMB 150,000,000.00 2008-1-23 2009-1-22 6.7230%

    

    Agricultural Bank of China Minghu branch RMB 60,000,000.00 2008-11-5 2009-11-4 5.9940%

    

    Agricultural Bank of China Minghu branch RMB 50,000,000.00 2008-11-12 2009-11-11 5.9940%

    

    Agricultural Bank of China Minghu branch RMB 60,000,000.00 2008-11-19 2009-11-18 5.9940%

    

    China Merchants Bank Jinan branch RMB 40,000,000.00 2008-7-3 2009-7-2 6.7230%

    

    China Merchants Bank Qingdao branch RMB 80,000,000.00 2008-6-16 2009-6-16 7.0218%

    

    China Merchants Bank Qingdao branch RMB 90,000,000.00 2008-7-9 2009-7-9 7.0218%

    

    Bank of China Jinan branch RMB 80,000,000.00 2008-12-31 2009-12-30 5.0445%

    

    China Construction Bank Jinan Shizhong branch RMB 40,000,000.00 2008-12-16 2009-12-15 5.0220%

    

    Short-term loans

    

    China Construction Bank Jinan Shizhong branch RMB 40,000,000.00 2008-12-18 2009-12-17 5.0220%

    

    (3) The balance of payables and receivables for related party.

    

    The opening balance The closing balance

    

    Business name

    

    Amounts proportion Amounts proportion

    

    Trade receivables :

    

    Air China Limited 50,081,251.95 23.65% 55,089,147.43 43.50%

    

    Total 50,081,251.95 23.65% 55,089,147.43 43.50%Shandong Airlines Co., Ltd. 2008 Annual Report

    

    82

    

    Other receivables :

    

    Air China Limited 2,550,000.00 0.94% 1,100.00 0.00%

    

    Shandong International Aviation Training Co., Ltd. 80,342.04 0.03% 780,969.77 0.31%

    

    Qingdao Feisheng international Aviation Training Co., Ltd 41,041.70 0.02% 0.00 0.00

    

    Shandong xiaoyu technology service ltd 1,201.25 0.00% 706,431.65 0.28%

    

    SARJ 109,136,552.15 40.14% 109,051,717.70 42.60%

    

    Total 111,809,137.14 41.12% . 110,540,219.12 43.19%

    

    Trade payables:

    

    Shandong Taeco Aircraft Engineering Co., Ltd 717,414.49 0.09% 717,414.49 0.08%

    

    Total 717,414.49 0.09% 717,414.49 0.08%

    

    Other payables:

    

    Air China Limited 20,000,000.00 14.77% 20,000,000.00 12.37%

    

    Shangdong Aviation Group Co. Ltd. 1,019,818.83 0.75% 5,551,323.91 3.43%

    

    Qingdao Feisheng international Aviation Training Co., Ltd 1,150,179.77 0.85% 3,827,607.16 2.37%

    

    Shandong Taeco Aircraft Engineering Co., Ltd 6,554,109.84 4.84% 24,756,728.86 15.31%

    

    Shandong International Aviation Training Co., Ltd. 1,417,927.19 1.05% 0.00 0.00%

    

    Total 30,142,035.63 22.26% 54,135,659.93 33.48%

    

    XII、Financial instruments and risk management

    

    The financial instruments of the company include financial derivative instrument and bank borrowings,

    

    finance lease liabilities, monetary funds, etc. The main purposes of these financial instruments are in 

order to

    

    finance the operation of the Company which directly arise from the operation activities of the company, 

such as

    

    accounts receivable and accounts payable, etc.

    

    The derivative instrument of the company is interest rate swaps; the purpose of interest rate swaps is to 

avoid

    

    the risk of interest rate volatility, these interest rate swaps contract are matched with contract of 

airplane finance

    

    leasing and long-term borrowing contract, therefore the risks arise from interest payment of the financing 

can be

    

    avoided, and to prevent the losses in financing costs in the fluctuation of interest rates.

    

    In order to strengthen the Company's financial derivative transaction management and control the risk, the

    

    control procedures of the financial derivative instruments has been approved by the board.

    

    XIII、Contingency

    

    The pledged assets are listed as in the Note 9 of the 16, 24, and 25 of the financial statements; there is 

no other

    

    significant contingency that needs to be disclosed.

    

    XIV、Commitment

    

    Up to 31/12/2008, the uncompleted commitments are as following:Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    83

    

    The closing balance(000)

    

    Item

    

    Within one year 1-2years 2-3years Above 3 years Total

    

    Lease commitments 344,967.74 329,927.55 298,427.91 1,043,131.27 2,016,454.47

    

    Capital Commitments 936,212.73 522,152.09 1,076,484.56 3,497,611.76 6,032,461.15

    

    Total 1,281,180.47 852,079.64 1,374,912.47 4,540,743.03 8,048,915.62

    

    XV. Non-adjusting events occurring after the balance sheet date

    

    By 31/12/2008 the company has no non-adjusting events occurring after the balance sheet date that need to 

be

    

    disclosed.

    

    XVI. Supplementary Information

    

    Return on equity and earnings per share

    

    Return on equity(%) earnings per share(Yuan/Share)

    

    Profit in the report period

    

    Full dilution

    

    Weighted

    

    average

    

    Basic profit

    

    per share

    

    Profit per share

    

    after dilution

    

    Net profit attributable to ordinary

    

    shareholders 80,981,442.68 14.72 15.89 0.20 0.20

    

    Net profit attributable to the ordinary

    

    shareholders after deduction of non-recurring 92,440,296.87 16.81 18.14 0.23 0.23

    

    Calculation of earning per share: :

    

    (1)Basic earning per share:

    

    2008 2007

    

    Items calculation

    

    Amount

    

    after deduction

    

    of nonrecurring

    

    Amount

    

    after deduction

    

    of non-recurring

    

    Net profit attributable to ordinary shareholder of the Company (1) 80,981,442.68 92,440,296.87 

68,171,958.24 53,689,781.57

    

    The number of shares issued to the public at the beginning of the period (2) 400,000,000.00 400,000,000.00 

400,000,000.00 400,000,000.00

    

    The number of shares newly issued in the current period (3) 0.00 0.00 0.00 0.00

    

    The number of shares repurchase in the current period (4) 0.00 0.00 0.00 0.00

    

    The weighted average number of ordinary shares issued to the public (5)=(2)+(3)-(4) 400,000,000.00 

400,000,000.00 400,000,000.00 400,000,000.00

    

    Basic earning per share (6)=(1)÷(5) 0.20 0.23 0.17 0.13

    

    (2)Diluted earning per share:

    

    2008 2007

    

    Items calculation

    

    Amount

    

    after deduction of

    

    non-recurring

    

    Amount

    

    after deduction of

    

    non-recurring

    

    Net profit attributable to ordinary shareholder of

    

    the Company

    

    (1)

    

    80,981,442.68 92,440,296.87 68,171,958.24 53,689,781.57

    

    The interest of the potential diluted ordinary

    

    shares determined to be expenses in the current

    

    period

    

    (2)

    

    0.00 0.00 0.00 0.00

    

    The gains or expenses to be resulted from (3) 0.00 0.00 0.00 0.00Shandong Airlines Co., Ltd. 2008 Annual 

Report

    

    84

    

    conversion of diluted ordinary shares

    

    Income tax rate (4) 0.25 0.25 0.33 0.33

    

    The adjustment of the net profit attributable to

    

    ordinary shareholder of the Company

    

    (5)=(1)+[(2)-(3)]×[1-

    

    (4)] 80,981,442.68 92,440,296.87 68,171,958.24 53,689,781.57

    

    Total number of ordinary shares (6) 400,000,000.00 400,000,000.00 400,000,000.00 400,000,000.00

    

    Assumed that the dilution of potential ordinary

    

    shares converted into ordinary shares in issue

    

    increased the weighted average number of

    

    ordinary shares

    

    (7)

    

    0.00 0.00 0.00 0.00

    

    Total number of diluted ordinary shares (8)=(6)+(7) 400,000,000.00 400,000,000.00 400,000,000.00 400,000,000.00

    

    Diluted earning per share (9)=(5)÷(8) 0.20 0.23 0.17 0.13

    

    XVII. Approval of financial statements

    

    This financial statement is approved and authorized for issuance by the Board of Directors on March 27,

    

    2009.

    

    XI. Documents Available for Reference

    

    1. Financial statements carrying the personal signatures and seals of Chairman of the Board,

    

    Chief Accountant and Person in Charge of Accounting Department;

    

    2. Original of Auditors’ Report carrying the seals of Certified Public Accountants as well as

    

    personal signatures and seals of certified public accountants;

    

    3. Originals of all documents and notices publicly disclosed on newspapers designated by

    

    CSRC in the report period in 2008;

    

    4. The Company will offer above documents for reference timely provided that CSRC or

    

    Stock Exchange demands or shareholders requires according to the regulations and Articles

    

    of Association.

    

    Board of Directors of

    

    Shandong Airlines Co., Ltd.

    

    March 27, 2009