Interim Results

Air China Ld 06 September 2005 Air China Limited (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) ANNOUNCEMENT OF INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2005 The board of directors (the 'Board') of Air China Limited (the 'Company') announced the unaudited interim results of the Company, its subsidiaries and joint ventures (collectively, the 'Group') for the six months ended 30 June 2005, with comparative figures for the corresponding period of last year, as follows: FINANCIAL INFORMATION Condensed consolidated income statement For the six months ended 30 June 2005 Six months ended 30 June 2005 2004 RMB'000 RMB'000 Notes (Unaudited) (Audited) (Restated) Air traffic revenues 3 15,602,712 13,536,832 Other operating revenues 4 1,335,820 1,236,527 Turnover 16,938,532 14,773,359 Operating expenses Jet fuel (5,061,760) (3,612,602) Take-off, landing and depot charges (2,172,296) (2,042,489) Depreciation (2,456,709) (1,676,308) Aircraft maintenance, repair and overhaul (548,508) (1,239,339) Employee compensation costs (1,413,632) (1,263,777) Air catering charges (610,343) (532,535) Aircraft and jet engines operating lease expenses (637,757) (490,511) Other operating lease expenses (118,011) (87,248) Other flight operation expenses (1,572,899) (1,130,826) Selling and marketing expenses (692,452) (658,412) General and administrative expenses (256,820) (248,570) Total operating expenses (15,541,187) (12,982,617) Profit from operations 8 1,397,345 1,790,742 Finance costs 5 (635,925) (788,561) Share of profits less losses from associates 151,301 191,056 Profit before tax 912,721 1,193,237 Tax 6 (270,329) (358,802) Profit for the period 642,392 834,435 Attributable to: Equity holders of the parent 591,253 788,352 Minority interests 51,139 46,083 642,392 834,435 Earnings per share - Basic 7 6.3 cents 12.1 cents - Diluted 7 - - Condensed consolidated balance sheet As at 30 June 2005 30 June 31 December 2005 2004 RMB'000 RMB'000 (Unaudited) (Audited) NON-CURRENT ASSETS Property, plant and equipment 43,249,405 43,441,637 Lease prepayments 918,719 933,898 Interests in associates 3,883,988 4,001,521 Advance payments for aircraft and related 2,113,727 632,154 equipment Due from CNAHC 581,813 631,813 Deposits for aircraft under operating leases 154,387 137,583 Other investments 21,666 21,666 Deferred tax assets 560,563 776,084 51,484,268 50,576,356 CURRENT ASSETS Financial assets 71,055 - Trade receivables 2,631,351 2,364,816 Inventories 820,881 743,288 Prepayments, deposits and other receivables 4,374,174 3,108,588 Due from other CNAHC group companies 28,839 44,916 Pledged deposits 164,323 117,231 Cash and cash equivalents 7,220,306 9,734,074 15,310,929 16,112,913 TOTAL ASSETS 66,795,197 66,689,269 CURRENT LIABILITIES Trade payables 5,059,258 4,443,608 Bills payable 818,344 362,033 Other payables and accruals 4,551,359 3,920,287 Provision for major overhauls 23,767 28,130 Air traffic liabilities 1,372,271 1,215,770 Tax payable 65,581 186,055 Obligations under finance leases 2,047,703 1,705,146 Bank and other loans 9,219,576 8,806,051 Due to shareholders 967,835 2,256,117 Due to other CNAHC group companies 29,561 49,617 24,155,255 22,972,814 NET CURRENT LIABILITIES 8,844,326 6,859,901 TOTAL ASSETS LESS CURRENT LIABILITIES 42,639,942 43,716,455 NON-CURRENT LIABILITIES Obligations under finance leases 9,179,897 10,576,241 Bank and other loans 11,441,276 12,896,622 Long-term payables 376,078 446,311 Deferred income 1,064,381 1,102,853 Provision for major overhauls 600,244 470,698 Provision for early retirement benefits 192,297 195,188 obligations 22,854,173 25,687,913 NET ASSETS 19,785,769 18,028,542 Represented by: EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Issued share capital 9,433,211 9,050,618 Reserves 8,876,393 7,497,637 18,309,604 16,548,255 MINORITY INTERESTS 1,476,165 1,480,287 TOTAL EQUITY 19,785,769 18,028,542 Notes: 1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES Air China Limited (the 'Company') was incorporated on 30 September 2004 in Beijing, the People's Republic of China (the 'PRC'), as a joint stock limited company as part of the restructuring (the 'Restructuring') of China National Aviation Holding Company ('CNAHC'), a PRC state-owned enterprise under the supervision of the State Council, in preparation for the listing of the Company's H shares on The Stock Exchange of Hong Kong Limited (the 'Hong Kong Stock Exchange') and the London Stock Exchange as described below. As disclosed in the Company's prospectus dated 3 December 2004, pursuant to the Restructuring, CNAHC and through its wholly-owned subsidiaries, effected the transfer of the following to the Company upon its incorporation: (i) the assets, liabilities and undertakings which principally relate to the business of the provision of airline operations (the 'Relevant Businesses'); and (ii) the shareholding interests in certain subsidiaries, joint ventures and associates which principally carry on the business of the provision of airline operations, aircraft engineering services, air catering services, airport ground handling services and other airline-related businesses (the 'Relevant Companies'). As CNAHC controlled the Relevant Businesses and Relevant Companies before the Restructuring and continues to control the Company after the Restructuring, the consolidated financial statements of the Group prior to the incorporation of the Company on 30 September 2004 had been prepared as a reorganisation of companies under common control in a manner similar to a pooling-of-interests. The consolidated results for the six months ended 30 June 2004 include the Group 's results of operations as if the Relevant Businesses and interests in the Relevant Companies had been transferred to the Group at 1 January 2001, which is the earliest date for the preparation of the financial information in relation to the listing of the Company's H shares. The Company's directors are of the opinion that the condensed consolidated income statement prepared on this basis presents fairly the consolidated results of the Group as a whole. The unaudited condensed consolidated income statement and balance sheet of the Group have been prepared in accordance with International Financial Reporting Standards ('IFRSs') which comprise standards and interpretations approved by the International Accounting Standards Board, and International Accounting Standards ('IASs') and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee that remain in effect. In particular, the unaudited condensed consolidated income statement and balance sheet of the Group comply with IAS 34 Interim Financial Reporting and the disclosure requirements of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange. The unaudited condensed consolidated income statement and balance sheet of the Group have been prepared on a historical cost basis, except for the measurement at fair value of financial instruments in accordance with IAS 39 (amended 2004) Financial Instruments: Recognition and Measurement. The principal accounting policies used in the preparation of the unaudited condensed consolidated income statement and balance sheet of the Group are consistent with those used in the annual audited financial statements of the Group for the year ended 31 December 2004, except for the following standards which have taken effect as at 1 January 2005: (a) IFRS 2 Share-based Payment requires the Group to recognise share-based payment transactions in its financial statements, including transactions with employees or other parties to be settled in cash, other assets, or equity instruments of the Group. For equity-settled share-based payment transactions, IFRS 2 requires an entity to measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the Group cannot estimate reliably the fair value of the goods or services received, the Group is required to measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. For cash-settled share-based payment transactions, IFRS 2 requires an entity to measure the goods or services acquired and the liability incurred at the fair value of the liability. Until the liability is settled, the Group is required to re-measure the fair value of the liability at each reporting date and at the date of settlement, with any changes in value recognised in the income statement for the period. For share-based payment transactions in which the terms of the arrangement provide either the Group or the supplier of goods or services with a choice of whether the Group settles the transaction in cash or by issuing equity instruments, the Group is required to account for that transaction, or the components of that transaction, as a cash-settled share-based payment transaction if, and to the extent that, the Group has incurred a liability to settle in cash (or other assets), or as an equity-settled share-based payment transaction if, and to the extent that, no such liability has been incurred. The provisions of IFRS 2 apply to grants of shares, share options or other equity instruments that were granted after 7 November 2002 and had not yet vested on or after 1 January 2005. The adoption of IFRS 2 did not give rise to any adjustment to the opening balances of retained profits of the current and prior periods or to any change in comparatives. (b) IAS 16 (amended 2004) Property, Plant and Equipment replaces IAS 16 (revised 1998) Property, Plant and Equipment. There are a number of differences between the amended standard and the previous version. Firstly, the amended standard requires an entity to evaluate under the general recognition principle all property, plant and equipment costs at the time they are incurred. Those costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service an item. The previous version of IAS 16 contained specific recognition principles for accounting for subsequent costs. Secondly, the amended standard requires that the cost of an item of property, plant and equipment includes the costs of its dismantlement, removal or restoration, and the obligation for which an entity incurs as a consequence of installing the item. Its cost also includes the costs of its dismantlement, removal or restoration, and the obligation for which an entity incurs as a consequence of using the item during a particular period for purposes other than to produce inventories during that period. The previous version of the standard included within its scope only the costs incurred as a consequence of installing the item. Thirdly, under the amended standard an entity is required to determine the depreciation charge separately for each significant part of an item of property, plant and equipment, a requirement which was not clearly set out in the previous version. In addition, under the amended standard, an entity is required to measure the residual value of an item of property, plant and equipment as the amount that it estimates it would currently receive for the asset if the asset was already of the age and in the condition expected at the end of its useful life. The previous version of IAS 16 did not specify whether the residual value was to be this amount or the amount, inclusive of the effects of inflation, that an entity expected to receive at the asset's actual retirement date. Furthermore, the amended standard requires major inspection and overhaul costs to be recognised in the carrying amount of an item of property, plant and equipment when performed. The adoption of the revised treatment of IAS 16 (amended 2004) has been accounted for prospectively, which resulted in the following: (i) In prior years, the aircraft were depreciated over their estimated useful lives of 20 years. With effect from 1 January 2005, the estimated useful lives of certain components within the aircraft which are subject to replacement during major overhauls have been reduced to the life of the overhaul cycle. The change in accounting estimate has increased the Group's depreciation charge for the six months ended 30 June 2005 by approximately RMB595 million. As a result, the profit after tax of the Group for the six months ended 30 June 2005 has decreased by approximately RMB399 million. (ii) Major overhaul costs incurred for the six months ended 30 June 2005 of approximately RMB1,243 million have been capitalised and depreciated over the life of the overhaul cycle. Prior to 1 January 2005, such costs have been charged to the income statement on an incurred basis. In this respect, the costs of aircraft maintenance, repair and overhaul of the Group charged to the income statement for the six months ended 30 June 2005 decreased by RMB1,243 million. In addition, the Group has derecognised and charged to the income statement for the six months ended 30 June 2005 the carrying amount of certain components of approximately RMB222 million which have been replaced during the major overhaul. As a result, the profit after tax of the Group for the six months ended 30 June 2005 has increased by approximately RMB684 million. (c) IAS 24 (revised 2003) Related Party Disclosures replaces IAS 24 Related Party Disclosures (reformatted in 1994). The main objective of such revision was to provide additional guidance and clarity in the scope of IAS 24 for the definition and the disclosures for related parties. The wording of IAS 24's objective was amended to clarify that the Group's financial statements should contain the disclosures necessary to draw attention to the possibility that the financial position and the income statement may have been affected by the existence of related parties and by transactions and outstanding balances with them. Since IAS 24 is a standard for disclosure requirements only, there is no material effect on the Group's results of operations and financial position upon adoption. 2. SEGMENT INFORMATION Business segments An analysis of the Group's revenue and operating results by business segments for the six months ended 30 June 2005 is as follows: Airport Airline Engineering terminal operations services services Others Eliminations Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES Sales to 16,569,472 131,518 131,484 106,058 - 16,938,532 external customers Intersegment - 407,386 - 86,140 (493,526) - sales Total 16,569,472 538,904 131,484 192,198 (493,526) 16,938,532 revenues PROFIT FROM OPERATIONS Segment 1,213,647 96,697 61,945 25,056 - 1,397,345 results An analysis of the Group's revenue and operating results by business segments for the six months ended 30 June 2004 is as follows: Airport Airline Engineering terminal operations services services Others Eliminations Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 (Audited) (Audited) (Audited) (Audited) (Audited) (Audited) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) REVENUES Sales to 14,410,881 128,798 109,381 124,299 - 14,773,359 external customers Intersegment - 314,367 - 70,319 (384,686) - sales Total 14,410,881 443,165 109,381 194,618 (384,686) 14,773,359 revenues PROFIT FROM OPERATIONS Segment 1,670,086 41,585 53,444 25,627 - 1,790,742 results Geographical segments The following tables present consolidated revenue information by geographical segments for the periods ended 30 June 2005 and 30 June 2004: Asia For the North Japan/ Pacific, period ended Domestic HK/Macau Europe America Korea others Total 30 June RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 2005 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES Sales to external customers and total revenues 8,521,194 1,165,547 2,321,126 1,326,233 2,047,609 1,556,823 16,938,532 Asia North Japan/ Pacific, For the Domestic HK/Macau Europe America Korea others Total period ended RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 30 June (Audited) (Audited) (Audited) (Audited) (Audited) (Audited) (Audited) 2004 (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) REVENUES Sales to external customers and total revenues 7,820,767 843,209 1,834,105 1,214,476 1,576,652 1,484,150 14,773,359 3. AIR TRAFFIC REVENUES Air traffic revenues comprise revenues from the airline operations business and are stated net of business tax. An analysis of air traffic revenues is as follows: Six months ended 30 June 2005 2004 RMB'000 RMB'000 (Unaudited) (Audited) (Restated) Passenger 13,927,279 12,151,881 Cargo and mail 1,675,433 1,384,951 15,602,712 13,536,832 Pursuant to various PRC business tax rules and regulations, the Group is required to pay business tax to the local tax bureau at the following rates: Type of revenue Applicable business tax rate Air traffic revenues 3% of air traffic revenues. All inbound international and Hong Kong and Macau regional flights are exempted from business tax. Other revenues 3% of ground services income, and 3% to 5% of other revenues. PRC business tax incurred for the six months ended 30 June 2004 and 2005, netted against air traffic revenues, amounted to approximately RMB350 million (audited and restated) and RMB372 million (unaudited), respectively. 4. OTHER OPERATING REVENUES Six months ended 30 June 2005 2004 RMB'000 RMB'000 (Unaudited) (Audited) (Restated) Bellyhold income 711,910 670,145 Aircraft engineering income 131,518 128,798 Ground services income 131,484 109,381 General aviation income 94,522 87,225 Air catering income 65,539 64,945 Government grants: (i) Recognition of deferred income 38,472 28,947 (ii) Fixed cash subsidy - 25,000 (iii) Others 9,676 771 Service charges on return of unused flight tickets 34,502 29,835 Cargo handling service income 33,005 20,319 Sale of materials 5,839 2,300 Import and export service income 5,974 13,099 Training service income 9,832 9,937 Aircraft and related equipment lease income 14,834 4,670 Gain on disposal of property, plant and equipment 170 - Others 48,543 41,155 1,335,820 1,236,527 5. FINANCE COSTS Six months ended 30 June 2005 2004 RMB'000 RMB'000 (Unaudited) (Audited) (Restated) Interest expense 903,392 917,080 Less: Interest capitalised - (2,610) 903,392 914,470 Less: Interest income (37,006) (6,032) Exchange gains, net (175,459) (43,107) Gain on fuel derivatives, net (55,002) (76,641) Dividend income on long-term investment - (129) 635,925 788,561 The interest capitalisation rate represented the cost of capital from raising the related borrowings and ranged from 5.58% to 5.76% per annum. 6. TAX According to the PRC Enterprise Income Tax Law, the Company, its subsidiaries, joint ventures and associates established in the PRC are subject to the enterprise income tax at rates ranging from 15% to 33% (2004: 15% to 33%) on their taxable income. Hong Kong profits tax has been provided at the rate of 17.5% (2004: 17.5%) on the estimated assessable profits arising in Hong Kong during the period. The determination of current and deferred income tax was based on enacted tax rates. Major components of income tax charge are as follows: Six months ended 30 June 2005 2004 RMB'000 RMB'000 (Unaudited) (Audited) (Restated) Current income tax: Mainland China 50,204 11,034 Hong Kong 4,604 1,118 Deferred income tax: Relating to origination and reversal of 215,521 346,650 temporary differences Total income tax charge for the period 270,329 358,802 Share of tax attributable to associates amounting to RMB20,746,000 (2004: RMB32,636,000) is included in 'Share of profits less losses from associates' on the face of the unaudited condensed consolidated income statement. 7. EARNINGS PER SHARE The calculation of basic earnings per share for the six months ended 30 June 2005 is based on the net profit attributable to equity holders of the parent for the six months ended 30 June 2005 of approximately RMB591,253,000, and the weighted average of approximately 9,412,073,189 shares in issue during the period as adjusted to reflect the new issue of 382,592,727 H shares on the exercise of the over-allotment options. The calculation of basic earnings per share for the six months ended 30 June 2004 is based on the net profit attributable to equity holders of the parent for the six months ended 30 June 2004 of approximately RMB788,352,000, and the number of shares in issue during the period on the assumption that the 6,500,000,000 shares issued as at 30 September 2004, the date of incorporation of the Company, had been in issue throughout the period. Diluted earnings per share for the six months ended 30 June 2005 and 30 June 2004 has not been calculated because no diluting events existed during these periods. 8. PROFIT FROM OPERATIONS The Group's profit from operations is arrived at after charging: Six months ended 30 June 2005 2004 RMB'000 RMB'000 (Unaudited) (Audited) (Restated) Loss on disposal of property, plant and 222,000 15,948 equipment Amortisation of lease prepayments 9,780 111 9. COMPARATIVE FIGURES In 2004, the Company has reclassified its interest in Air China Cargo Co., Ltd. ('Air China Cargo') from a subsidiary to a joint venture upon the termination of a discussion to acquire additional equity interests in Air China Cargo from another joint venture partner. Accordingly, certain comparative amounts for the six months ended 30 June 2004 have been reclassified to conform with the presentation of the annual audited financial statements of the Group for the year ended 31 December 2004 and the current period's presentation. MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATING RESULTS AND FINANCIAL CONDITIONS Overview During the first half of 2005, the Company maintained its leading position in the aviation market in China while sustaining a strong and steady growth. For the six months ended 30 June 2005, the Company operated a total of 100,489 flights (including all flights operated by Air China Cargo, a 51%-owned joint venture of the Company), serving 72 domestic and 36 international and regional destinations. We offered an average of 3,811 scheduled passenger flights and 34 scheduled cargo flights weekly. The fleet of the Company continued to expand. In the first half of the year, a total of 9 aircraft were introduced into the fleet. As at 30 June 2005, we (including Air China Cargo) operated a fleet of 160 aircraft, including 127 Boeing aircraft, 28 Airbus aircraft, 3 CRJ-200 Bombardiers and 2 business jets. For the first half of 2005, the Chinese economy and the aviation market continued to grow, thereby maintained the growth in the demand for airline services. However, the sharp increase in jet fuel costs and seasonal fluctuations of air travel exerted relatively substantial pressure on operations in the aviation industry. The rising jet fuel price increased the operating costs of the Group. Without compromising flight safety, the Group has adopted various measures to improve cost controls and efficiency. For the six months ended 30 June 2005, the Group's profit from operations was RMB1,397 million, a decrease of 22.0% compared to the corresponding period in 2004. Net profit attributable to equity holders of the parent amounted to RMB591 million, representing a decrease of 25.0% compared to the corresponding period in 2004. The decreases in profit from operations and net profit attributable to equity holders of the parent were mainly due to the rising jet fuel price. The consolidated income statement includes the operating results of all associates of the Group. For the six months ended 30 June 2005, share of profits less losses from associates was RMB151 million, representing a decrease of 20.8% from the corresponding period last year, primarily due to the decrease in profits from two associates, namely Dragon Airlines Limited and Shenzhen Airlines. For the six months ended 30 June 2005, the Group's interim earnings per share was RMB0.06, a decrease of 47.9% compared to the corresponding period in 2004. This was mainly due to a 25.0% decrease in the net profit attributable to equity holders of the parent compared to the same period in 2004 and the initial public offer of 2,550,618,182 shares upon the Company's listing in late 2004 and the issue of 382,592,727 additional shares in the beginning of 2005, which increased the weighted average number of shares compared to the corresponding period last year. As at 30 June 2005, the Company had 18,289 employees and its subsidiaries and joint ventures had 10,026 employees. For the six months ended 30 June 2005, the Company has put in place a comprehensive training programme. Under the programme, expert technicians received special operational trainings, while management of various departments at the deputy general manager level or above also received training in rotation. In addition, relevant training programmes were also arranged for other staff. Operating Revenues For the six months ended 30 June 2005, the Group's operating revenue was RMB16.939 billion, representing an increase of 14.7% compared to the corresponding period last year. Most of our operating revenues were generated from air traffic businesses. In the first half of 2005, air traffic revenues accounted for 92.1% of operating revenues. Among this, revenues from passenger services and from cargo and mail services accounted for 82.2% and 9.9% of operating revenues respectively. During the first six months of 2005, revenues from passenger services were RMB13.927 billion, representing an increase of 14.6% compared to the corresponding period last year. The capacity of passenger traffic in available seat kilometres ('ASKs') was 33.245 billion kilometres, representing an increase of 7.9% compared to the corresponding period last year. Passenger load factor was 71.9%, representing an increase of 3.3 percentage points compared to the corresponding period last year. Revenues from passenger services of the Group were subject to the seasonality of the aviation industry in the PRC. The peak season of the aviation industry falls between July and October each year with the highest demand for passenger services during that period. As such, the Group's revenue from passenger services in the first half of the year is generally lower than that in the second half. During the first six months of 2005, revenues from cargo and mail services were RMB1.675 billion, representing an increase of 21.0% compared to the corresponding period last year. Cargo transport capacity in available freight tonne-kilometres ('AFTKs') was 2.391 billion tonnes kilometres (including entire cargo transport capacity in AFTKs of Air China Cargo), representing an increase of 3.2% compared to the corresponding period last year. The cargo and mail load factor was 53.5%, representing an increase of 0.6 percentage point compared to the corresponding period last year. During the first six months of 2005, the daily utilization of aircraft was 10.2 hours, representing an increase of 0.1 hour compared to the corresponding period last year. The load factor was 63.5%, representing an increase of 2.3 percentage points from the corresponding period last year. Operating Expenses The operating expenses of the Group primarily comprise jet fuel costs, take-off, landing and depot charges, depreciation, aircraft maintenance, repair and overhaul expenses, employee compensation costs and air catering charges. For the six months ended 30 June 2005, the Group recorded an increase in operating expenses of RMB2.559 billion compared to the same period in 2004, primarily as a result of the rising jet fuel costs and depreciation charge. The rise in jet fuel costs was attributable to the increased fuel consumption and the substantial increase in jet fuel prices. Among the operating expenses, jet fuel costs accounted for RMB5.062 billion, representing an increase of RMB1.449 billion from the corresponding period last year. Jet fuel costs as a percentage of operating expenses increased from 27.8% for the corresponding period last year to 32.6% for the six months ended 30 June 2005. The Group endeavoured to take measures to conserve fuel and enhance efficiency. Through reducing fuel consumption and jet fuel hedging, the Group has successfully achieved a cost savings of RMB93.53 million. In addition, the collection of fuel surcharge also helped to relieve the pressure of rising jet fuel costs. Depreciation charges increased due to the adoption of the revised treatment of IAS 16 Property, Plant and Equipment and fleet expansion. The decrease in aircraft maintenance, repair and overhaul expenses primarily arose from the adoption of the revised treatment of IAS 16. Details on the accounting policies and revised treatment of IAS 16 are set out in note 1 to the the section headed 'Financial Information' in this announcement. Liquidity and Capital Resources The Group finances its working capital needs through cash inflows from operating activities and bank loans. Like many other airlines in the PRC, the Group has been operating with a net current liabilities position. As at 31 December 2004 and 30 June 2005, net current liabilities of the Group were RMB6.860 billion and RMB8.844 billion respectively. The increase in net current liabilities was primarily due to a decrease in current assets, particularly a RMB2.514 billion decrease in cash and cash equivalents, coupled with an increase in current liabilities. As at 31 December 2004 and 30 June 2005, the short term loans of the Group were RMB8.806 billion and RMB9.220 billion respectively, while the long-term loans were RMB12.897 billion and RMB11.441 billion respectively. As of 31 December 2004 and 30 June 2005, our short-term obligations under finance leases were RMB1.705 billion and RMB2.048 billion, respectively, while our long-term obligations under finance leases were RMB10.576 billion and RMB9.180 billion, respectively. The Company has sufficient liquidity and expects to meet its liabilities by internal resources, bank loans and other resources as they fall due. Gearing Ratio As at 30 June 2005, the Group's gearing ratio, which represents total liabilities divided by total assets, was 70.4%, dropped by 2.6 percentage points, from 73.0% as at 31 December 2004. Asset Mortgage As at 30 June 2005, the Group mortgaged certain aircraft with an aggregate carrying amount of approximately RMB27.081 billion (compared to RMB28.585 billion as at 31 December 2004) pursuant to certain loan and lease agreements. As at 30 June 2005, certain of the Group's bank deposits in the amount of approximately RMB165 million (compared to RMB117 million as at 31 December 2004) were pledged against the Group's bank and other loans, and obligations in respect of certain operating leases and financial derivatives. Hedging Instruments Pursuant to approval by the board of directors, the Company engaged in jet fuel forward contracts to hedge its fuel exposure. The hedging position in oil and oil-derivative products held by the Company in 2005 was restricted to a maximum of 30% of its jet fuel consumption. As of 30 June 2005, the total jet fuel hedging position of the Company was equivalent to 4.5% of its jet fuel consumption in the first half of the year. Capital Expenditure During the six months ended 30 June 2005, the capital expenditure of the Company amounted to RMB3.792 billion. The Company's total investment in aircraft was RMB3.362 billion, including a prepayment of RMB2.682 billion for purchasing aircraft from 2006 onwards. Other investments in capital expenditure items were RMB430 million, which mainly involve the improvement of first class and business class cabins of certain aircraft, ancillary projects in No. 3 Terminal of Beijing International Airport, as well as certain long-term investment projects. Capital Commitments and Contingent Liabilities As at 30 June 2005, the Group had capital commitments of approximately RMB23.149 billion, primarily for the purchase of certain aircraft and relevant flight equipment to be delivered in the coming years, and for the construction of certain properties. As at 30 June 2005, the Group committed to make a capital contribution of approximately RMB372 million (US$45 million) to a joint venture. As at 30 June 2005, the Company is one of the defendants in a lawsuit pending in the San Francisco Superior Court filed by Environmental World Watch Inc. ('EWW'). The complaint alleges that the Company and certain other commercial airlines operating in California have violated the California Safe Drinking Water and Toxic Enforcement Act (Health and Safety Code Section 25249.5). EWW alleges that the Company and these other airlines caused environmental exposure and occupational exposure from aircraft emissions without providing warnings required by the statue. Up to the date of this announcement, the Company has not been served with the complaint by EWW and, therefore, has not been required to appear in the court to defend against the allegation. The status of the proceedings is still preliminary and, therefore, the directors are of the view that it is not possible to estimate the eventual outcome of the claim with reasonable certainty at this stage. The directors are of the opinion that, based on advice from the Company's lawyers in the United States, even if the Company is served with the complaint and is therefore required to appear in the court, it would appear to have valid defense against this litigation and, accordingly, the directors consider that no provision for this complaint is needed. Save as disclosed above, there have been no material adverse changes in the contingent liabilities of the Group since 31 December 2004. Outlook for 2005 The Company has set its mission whereby it will strive to become one of the most recognised mainstream airlines in the PRC, as well as being the leading airlines company in terms of value, profitability and international competitiveness. Despite the surge of jet fuel prices, the aviation industry in China maintains its rapid growth and the Company expects to sustain its profitability. The Company will continue to invest in its operations in order to leverage on economies of scale to enhance its profits, focus on its strategy of differentiating from its competitors and to maximise return for its shareholders and the value of the Company. Disclosure required by the Hong Kong Stock Exchange Listing Rules In compliance with paragraph 46 of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Listing Rules'), the Company confirms that, save as disclosed herein, there has been no material change in the existing information regarding the Company in relation to those matters set out in paragraph 46(3) of Appendix 16 to the Hong Kong Stock Exchange Listing Rules from the information in relation to the matters disclosed in the 2004 Annual Report of the Company. INTERIM DIVIDEND No interim dividend will be paid for the six months ended 30 June 2005. The undistributed profit will be accumulated for a one-off payment by year end. It is currently expected that the distribution ratio will range from 15% to 30% of the distributable profit. REPURCAHSE, SALE OR REDEMPTION OF THE COMPANY'S SECURITIES Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed securities of the Company in the first half of 2005. CORPORATE GOVERNANCE So far as the Board is aware, the Company has complied with the code provisions set out in the Code on Corporate Governance Practices (the 'Code') contained in Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited throughout the first half of 2005, except for the following deviations: Deviation and considered reasons or Relevant code provision subsequent compliance 1 Code provision A.5.4 requires, among A code of conduct regarding others, directors, the board should establish written supervisors, and relevant employees' guidelines securities on no less exacting terms than the transactions on terms no less Model exacting than Code for Securities Transactions by the required standard set out in the Directors Model of Listed Issuers (the 'Model Code') Code was adopted by the Company on Companies for relevant employees in 5 September 2005. respect of their dealings in the securities of the issuer. 2 Code provision E.1.2 requires, among Our Chairman, Mr. Li Jiaxiang, who others, the chairman of the board is a member of the Chinese government should attend the annual general delegation, was required to attend the meeting. annual meeting of the International Air Transport Association and was therefore unable to attend the annual general meeting of the Company on 30 May 2005. 3 Code provisions B.1.3 and C.3.3. Written terms of reference of the require for, remuneration among others, specific written terms committee and audit committee, as of required reference of the remuneration by the relevant Code provisions, committee and were audit committee, respectively. adopted by the Company on 12 April 2005. MATERIAL EVENTS On 7 January 2005, the International Underwriters exercised in full the over-allotment options referred to in the Company's prospectus dated 3 December 2004, involving the over-allocation of shares (equivalent to approximately 15% of the H shares of the Company (the 'H Shares') initially offered under the global offering of the H Shares) solely for satisfying the over-allocation in the international offering. The Company issued and allotted, and CNAHC and China National Aviation Corporation (Group) Limited ('CNACG') offered, 382,592,727, 29,749,686 and 8,509,587 over-allotment shares respectively, in each case at HK$2.98 per H Share (being the offer price per H Share under the international offering, exclusive of brokerage, SFC transaction levy, investor compensation levy and Stock Exchange trading fee). The net proceeds of approximately HK$1.1 billion (net of various costs, which mainly comprise underwriting commission, Stock Exchange trading fee, SFC transaction levy and investor compensation levy) from the issue of 382,592,727 over-allotment shares will be used by the Company for the acquisition of various aircraft and repayment of liabilities due within one year. On 26 January 2005, the Company and Air China Group Import and Export Trading Company Co. entered into a A330-200 aircraft purchase agreement with Airbus S.A.S., pursuant to which the Company agreed to purchase 20 A330-200 aircraft from Airbus S.A.S., mainly for serving routes to international destinations in Europe, Australia and North America as well as certain major domestic routes to destinations, such as Lhasa. On 25 May 2005, the Company obtained confirmation from the People's Bank of China regarding a proposed issue of short-term commercial papers. The Company issued short-term commercial papers totalling RMB2 billion, which were listed and traded on the inter-bank debenture markets. The proceeds from the issue of short-term commercial papers will be applied as working capital. On 30 May 2005, at the Annual General Meeting for the year ended 31 December 2004, Mr. David Muir Turnbull was elected a director of the Company. POST BALANCE SHEET EVENTS -Subsequent to 30 June 2005, domestic airlines within China, including the Company, were permitted to levy fuel surcharges for domestic routes (excluding routes between Mainland China and Hong Kong and Macau) to partially offset the rise in jet fuel costs. For the period between 1 August 2005 to 31 December 2005, domestic airlines are permitted to levy fuel surcharges of RMB20 and RMB40 per person for passengers travelling a flight distance of below and over 800 km respectively. Since 5 July 2005, Mr. Zheng Baoan has been appointed in place of Mr. Fan Cheng as a new joint company secretary of the Company. This change of joint company secretary has been approved by the Board of the Company and was disclosed in an announcement dated 11 July 2005. On 8 August 2005, the Company and the Boeing Company entered into an agreement in respect of the purchase of 15 Boeing 787 aircraft, which has been disclosed in a public announcement. The transaction has been approved by the Board and CNAHC, the controlling shareholder of the Company. A circular in this regard has been despatched to the shareholders on 30 August 2005. On 21 July 2005, the People's Bank of China announced the introduction of a regulated, managed floating exchange rate system in the PRC based on market supply and demand and with reference to a basket of currencies. Removal of the peg to the US dollar allowed more flexibility for the exchange rate system of the Renminbi. On 21 July 2005, the exchange rate between the US dollar and Renminbi was adjusted to US$1 to RMB8.11. The Board of the Company believes that such appreciation of RMB will not have any adverse effect on the operating results and financial positions of the Group. At the employees' representatives meeting held on 27 August 2005, Mr. Liu Guo Qing has been appointed a supervisor of the Company. Upon his appointment, Mr. Liu has become a representative of employees on the supervisory committee of the Company. Such appointment of supervisor has been disclosed in an announcement published on 31 August 2005. REVIEW OF INTERIM RESULTS The audit committee of the Company has reviewed the Company's unaudited condensed consolidated interim financial statements for the six months ended 30 June 2005. By Order of the Board Air China Limited Li Jiaxiang Chairman Beijing, 5 September 2005 As at the date of this announcement, the directors of the Company are Messrs Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, David Muir Turnbull, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan* and Zhang Ke*. * Independent non-executive director of the Company This information is provided by RNS The company news service from the London Stock Exchange
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