Results Announcement
Air China Ld
13 April 2005
AIR CHINA LIMITED
(A joint stock limited company incorporated in the People's Republic of China ('
PRC') with limited liability)
(Stock Code: 753)
2004 ANNUAL RESULTS
The Board of Directors of Air China Limited (the 'Company') announces the
audited consolidated financial results of the Company, its subsidiaries and
joint ventures (collectively, the 'Group') for the year ended 31 December 2004
with comparative figures for the corresponding year of 2003 as follows:
Consolidated Income Statement
2004 2003
Notes RMB'000 RMB'000
Air traffic revenues 3 30,834,822 23,422,660
Other operating revenues 4 2,685,935 1,218,745
33,520,757 24,641,405
Operating expenses
Jet fuel (8,353,752) (5,425,059)
Take-off, landing and depot charges (4,230,349) (3,449,769)
Depreciation (3,463,252) (3,377,472)
Aircraft maintenance, repair and overhaul (2,835,648) (2,149,353)
Employee compensation costs (2,921,322) (2,379,102)
Air catering charges (1,171,784) (842,743)
Aircraft and jet engines operating lease expenses (1,071,256) (910,134)
Other operating lease expenses (187,471) (181,984)
Other flight operation expenses (2,698,234) (2,112,432)
Selling and marketing expenses (1,387,088) (1,057,630)
General and administrative expenses (715,350) (471,463)
Total operating expenses (29,035,506) (22,357,141)
Profit from operations 5 4,485,251 2,284,264
Finance costs 6 (1,799,873) (2,349,078)
Dilution gains on investments 7 410,137 -
Share of profits less losses from associates 561,018 243,093
Profit before tax 3,656,533 178,279
Tax 8 (1,107,838) (89,781)
Profit for the year 2,548,695 88,498
Attributable to:
Equity holders of the parent 2,385,964 159,604
Minority interests 162,731 (71,106)
2,548,695 88,498
Earnings per share - Basic 10 36.0 cents 2.5 cents
- Diluted 10 36.0 cents -
Notes:
1. Group reorganisation and basis of presentation
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 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 UK Listing
Authority on 15 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:
(a) the assets, liabilities and undertakings which principally relate to
the business of the provision of airline operations (the 'Relevant Businesses');
and
(b) 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').
Pursuant to the Restructuring, the Company entered into a restructuring
agreement with CNAHC and China National Aviation Corporation (Group) Limited ('
CNACG' and which is a Hong Kong incorporated company wholly owned by CNAHC) on
20 November 2004 (the 'Restructuring Agreement'), pursuant to which CNAHC and
CNACG agreed to undergo a restructuring and establish the Company. In accordance
with the Restructuring Agreement, CNAHC transferred to the Company, among other
things, the following:
(a) all of the airline and airline-related businesses operated by Air China
International Corporation , the Company's immediate predecessor;
(b) all related assets, including aircraft and other property, plant and
equipment of Air China International Corporation;
(c) all related liabilities, including Air China International
Corporation's bank loans; and
(d) the equity interests in various investees in airline and
airline-related businesses owned by Air China International Corporation,
including equity interests in Air China Cargo Co., Ltd. ('Air China Cargo'),
Aircraft Maintenance and Engineering Corporation, and Shenzhen Airlines Co.,
Ltd.
In accordance with the Restructuring Agreement, CNACG transferred its
approximately 69% equity interests in China National Aviation Company Limited ('
CNAC') to the Company by way of a capital contribution.
The effective date of the Restructuring was 30 September 2004. Further details
of the restructuring are set out in the Company's prospectus dated 3 December
2004 issued in respect of the listing of the Company's H shares on the Hong Kong
Stock Exchange and the UK Listing Authority.
As CNAHC controlled the Relevant Businesses and Relevant Companies before the
Restructuring and continues to control the Company after the Restructuring, the
Group's consolidated income statement 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 2003. The Company's Directors are of the
opinion that the consolidated income statement prepared on this basis present
fairly the consolidated results of the Group as a whole. Therefore, the net
profit for the year ended 31 December 2004 includes the consolidated results
before the Restructuring.
2. Segment Information
An analysis of the Group's revenue and operating results by business segment is
as follows:
For the year ended 31 December 2004
Airline Engineering Airport terminal Others Eliminations Total
operations services services
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
REVENUES
Sales to external customers 32,766,164 296,775 287,905 169,913 - 33,520,757
Intersegment sales - 731,589 - 131,299 (862,888) -
Total revenues 32,766,164 1,028,364 287,905 301,212 (862,888) 33,520,757
PROFIT FROM OPERATIONS
Segment results 4,146,402 824,858 203,133 173,746 (862,888) 4,485,251
Finance costs (1,785,196) (14,541) (1,978) 1,842 - (1,799,873)
Dilution gains on investments 330,222 - - 79,915 - 410,137
Share of profits less losses from 416,813 (4,649) 191,323 (42,469) - 561,018
associates
Profit before tax 3,108,241 805,668 392,478 213,034 (862,888) 3,656,533
Tax (1,107,838)
Minority interests (162,731)
Net profit attributable to equity holders 2,385,964
of the parent
For the year ended 31 December 2003
Airline Engineering Airport terminal Others Eliminations Total
operations services services
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
REVENUES
Sales to external customers 23,910,300 285,493 251,266 194,346 - 24,641,405
Intersegment sales - 486,705 - 126,485 (613,190) -
Total revenues 23,910,300 772,198 251,266 320,831 (613,190) 24,641,405
PROFIT FROM OPERATIONS
Segment results 1,995,224 571,448 173,290 157,492 (613,190) 2,284,264
Finance costs (2,326,582) (17,631) (1,160) (3,705) - (2,349,078)
Share of profits less losses from 172,016 (18,660) 104,043 (14,306) - 243,093
associates
Profit/(loss) before tax (159,342) 535,157 276,173 139,481 (613,190) 178,279
Tax (89,781)
Minority interests 71,106
Net profit attributable to equity 159,604
holders of the parent
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An analysis of the Group's revenue by geographical segment is as follows:
For the year ended 31 December 2004
Domestic HK/Macau Europe North America Japan/Korea Asia Pacific, Total
others
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
REVENUES
Sales to external customers and 18,482,949 1,744,590 4,232,489 2,477,214 3,846,973 2,736,542 33,520,757
total revenues
For the year ended 31 December 2003
Domestic HK/ Europe North America Japan/Korea Asia Pacific, Total
Macau others
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
REVENUES
Sales to external customers and 12,926,434 1,572,902 3,547,743 2,336,207 2,287,004 1,971,115 24,641,405
total revenues
3. Air traffic revenue
Air traffic revenues comprise revenues from the airline business and are stated
net of business tax and contributions to the General Administration of Civil
Aviation of China ('CAAC') Infrastructure Development Fund. The CAAC
Infrastructure Development Fund, which was deducted from gross air traffic
revenues for the year ended 31 December 2003, was included in other flight
operation expenses for the year ended 31 December 2004 to reflect the change in
the levy basis in accordance with the related new policy promulgated by the PRC
government. An analysis of air traffic revenues is as follows:
2004 2003
RMB'000 RMB'000
Passenger 27,665,018 19,030,187
Cargo and mail 3,169,804 4,392,473
30,834,822 23,422,660
(a) Pursuant to various PRC business tax rules and regulations, the Group
is required to pay business tax to the local tax bureaus at the following rates:
Type of revenue Applicable business tax rate
Air traffic 3% of air traffic revenues. All inbound international and Hong Kong and Macau regional flights are
revenues exempted from business tax.
Other revenues 3% of commission income and ground services income, and 3% to 5% of other revenues.
PRC business tax incurred for the two years ended 31 December 2003 and 2004,
deducted from air traffic revenues, amounted to approximately RMB240 million and
RMB711 million, respectively.
For the period from 1 May 2003 to 31 December 2003, PRC business tax for all
domestic, international and regional passenger traffic revenues of the Group was
waived by the PRC government in order to subsidise for the airlines' loss of
revenue due to the outbreak of Severe Acute Respiratory Syndrome ('SARS') in the
region.
(b) In addition, the Group was required to pay contributions to the CAAC
Infrastructure Development Fund which was calculated at the rates of 5% and 2%
on the domestic and international/Hong Kong and Macau regional air traffic
revenues, respectively, for the year ended 31 December 2003.
For the period from 1 May 2003 to 31 December 2003, CAAC Infrastructure
Development Fund for all domestic, international and regional passenger, cargo
and mail traffic revenues of the Group was waived by the PRC government in order
to subsidise for the airlines' loss of revenue due to the outbreak of SARS in
the region.
For the period from 1 January 2004 to 31 March 2004, the CAAC Infrastructure
Development Fund was suspended by the PRC government. As such, no CAAC
Infrastructure Development Fund was charged to the income statement of the Group
for the three-month period ended 31 March 2004. Effective from 1 April 2004, the
Group is required to pay contributions to the CAAC Infrastructure Development
Fund calculated on the basis of the usage of domestic routes and domestic
segments of international routes, geographic area and length of routes and
aircraft weight.
Contributions to the CAAC Infrastructure Development Fund payable by the Group
for the two years ended 31 December 2003 and 2004 amounted to approximately
RMB247 million and RMB353 million, respectively.
4. Other operating revenues
An analysis of the Group's other operating revenues is as follows:
2004 2003
RMB'000 RMB'000
Bellyhold rental income 1,384,457 -
Aircraft engineering income 296,775 285,493
Ground services income 287,905 251,266
General aviation income 159,990 152,574
Air catering income 118,140 102,133
Government grants:
(i) Recognition of deferred income 70,593 57,894
(ii) Fixed cash subsidy 37,500 50,000
(iii) Others 44,853 1,525
Service charges on return of unused flight tickets 63,821 51,678
Cargo handling income 49,850 90,021
Sale of materials 33,008 20,699
Import and export service income 29,767 23,589
Training service income 23,761 17,915
Aircraft and related equipment lease income 11,516 33,519
Gains on disposal of property, plant and equipment, net - 17,048
Others 73,999 63,391
2,685,935 1,218,745
5. Profit from operations
The Group's profit from operations is arrived at after charging/(crediting):
2004 2003
RMB'000 RMB'000
Repair and maintenance costs 3,608,348 2,804,507
Employee compensation costs 2,921,322 2,379,102
Depreciation 3,463,252 3,377,472
Minimum lease payments under operating leases:
Aircraft and jet engines 1,071,256 910,134
Land and buildings 187,471 181,984
(Gain)/loss on disposal of property, plant and equipment, net 33,872 (17,048)
Provision for/(write-back of) doubtful debts, net (988) 12,144
Provision for/(write-back of) inventories, net (11,508) 24,090
Auditors' remuneration 7,206 1,614
6. Finance costs
2004 2003
RMB'000 RMB'000
Interest expense 1,827,002 2,248,996
Less: Interest capitalized (2,610) (7,830)
1,824,392 2,241,166
Less: Interest income (33,703) (18,803)
Exchange losses, net 54,842 297,042
Gains on fuel derivatives, net (41,036) (169,921)
Dividend income on long-term investments (4,622) (406)
1,799,873 2,349,078
The interest capitalisation rate represents the cost of capital from raising the
related borrowings and it ranged from 5.58% to 5.76% per annum.
--------------------------------------------------------------------------------
7. Dilution gains on investments
2004 2003
RMB'000 RMB'000
Dilution gain on investment in Air Cargo Business 330,222 -
(note 7(a))
Dilution gains on investments in Beijing Air Catering Co., Ltd. ('BACL') and Southwest Air Catering 79,915 -
Company Limited ('SWACL') (note 7(b))
410,137 -
(a) Pursuant to the Restructuring, the air cargo business and relevant air
cargo assets and liabilities (the 'Air Cargo Business') were solely operated and
owned solely by the Group as if it had been directly held by the Group as of 1
January 2003 in accordance with the basis of presentation as set out in note 1
to this income statement. In 2004, the entire Air Cargo Business was transferred
to Air China Cargo, a 51% owned joint venture of the Company, for a total
consideration of approximately RMB1,795 million. Subsequent to the transfer of
Air Cargo Business to Air China Cargo, the Group's effective interest in Air
Cargo Business was diluted from 100% to 51% and, accordingly, a gain on dilution
of investment in Air Cargo Business of approximately RMB330 million arose.
(b) In accordance with the basis of presentation as set out in note 1 to
this income statement, 60% shareholding interest in BACL and 75% shareholding
interest in SWACL were deemed to be held by the Group as of 1 January 2003
During 2004, the Group transferred its entire 60% shareholding interest in BACL
and 60% shareholding interest in SWACL to Fly Top Limited, a wholly-owned
subsidiary of CNAC, for a consideration of RMB294 million and RMB67 million,
respectively.
In addition to the above, the Group also transferred its remaining 15%
shareholding interest in SWACL to Hongkong Southwest Air Catering Limited ('
HKSACL'), the minority shareholder of SWACL, for a consideration of
approximately RMB17 million.
Subsequent to the completion of the above transactions, the Group's effective
shareholding interests in BACL and SWACL were diluted from 60% and 75% to
approximately 41% and 41%, respectively, and accordingly, gains on dilution of
investments in BACL and SWACL aggregating approximately RMB80 million arose.
8. Tax
According to the PRC Enterprise Income Tax Law, the Company, its subsidiaries
and joint ventures established in the PRC are subject to the enterprise income
tax at a rate of 33% (2003: 33%) on their taxable income.
Hong Kong profits tax has been provided at the rate of 17.5% (2003: 17.5%) on
the estimated assessable profits arising in Hong Kong during the year.
The Group is subject to income tax on an entity basis on profits arising in or
derived from the jurisdictions in which members of the Group are domiciled and
operate. In accordance with an approval document issued by the relevant tax
authorities, the filing of tax returns of the Relevant Businesses and all
wholly-owned PRC-established subsidiaries of the Company prior to its
incorporation on 30 September 2004 was handled by CNAHC on a consolidated group
basis. The share of the income tax liability of the Relevant Businesses and all
wholly-owned PRC-established subsidiaries of the Company prior to its
incorporation was calculated at the applicable tax rate on their profits
determined in accordance with PRC accounting principles and after the relevant
adjustments made under the prevailing PRC Enterprise Income Tax Law as
applicable to domestic enterprises. Such tax was payable to CNAHC which in turn
would settle the tax liability with the relevant tax bureau. Similarly, the net
profit attributable to shareholders for the period from 1 January 2004 to 30
September 2004 (the date of incorporation of the Company) will be calculated
after deducting the amount of income tax payable to CNAHC, which in turn will
settle any tax liability on profit arisen during that period with the relevant
tax bureau.
Following the incorporation of the Company, the Company will settle its tax
liability by itself with the respective tax bureaus.
The determination of current and deferred income tax was based on enacted tax
rates. Major components of income tax charge are as follows:
2004 2003
RMB'000 RMB'000
Current income tax
Current income tax charge - Mainland China 398,944 18,313
- Hong Kong 4,096 154
Deferred income tax
Relating to origination and reversal of temporary differences 607,824 33,847
1,010,864 52,314
Share of tax attributable to associates 96,974 37,467
Income tax charge for the year 1,107,838 89,781
9 Profit appropriation
Set out below are the details of distributions made by the Company for the two
years ended 31 December 2004:
2004 2003
RMB'000 RMB'000
Carved-out of net assets (note 9(c)) 39,136 316,153
Dividends paid (note 9(c)) 29,074 26,690
Distribution to CNAHC (note 9(a)) 377,550 -
Distribution to CNAHC (note 9(b)) 2,025,105 -
Distribution to CNACG (note 9(b)) 118,680 -
Total 2,589,545 342,843
(a) On 21 April 2004, Fly Top Limited, a wholly-owned subsidiary of CNAC,
entered into the following acquisition agreements which were supplemented on 26
April 2004:
(i) a share purchase agreement with Air China International Corporation in
relation to the acquisition of 60% of the equity interest in BACL ('BACL
Agreement') for a consideration of RMB294 million; and
(ii) a share purchase agreement with Air China International Corporation in
relation to the acquisition of 60% of the equity interest in SWACL ('SWACL
Agreement') for a consideration of RMB67 million.
On 12 November 2004, all the pre-completion undertakings of BACL Agreement and
SWACL Agreement were completed and these two acquisition agreements were
effective on that date accordingly.
On 20 April 2004, Air China International Corporation entered into a stock
transfer agreement with HKSACL ('HKSACL Agreement'), the minority shareholder of
SWACL, pursuant to which, Air China International Corporation disposed of 15% of
the equity interest in SWACL to HKSACL for a consideration of approximately
RMB17 million. On 12 November 2004, all the pre-completion undertakings of
HKSACL Agreement were completed and this agreement was effective on that date
accordingly.
Immediately after the completion of BACL Agreement, SWACL Agreement and HKSACL
Agreement, the Group's effective shareholding interests in BACL and SWACL were
diluted from 60% and 75% to approximately 41% and 41%, respectively.
As a result of the completion of BACL Agreement, SWACL Agreement and HKSACL
Agreement, the Company made a payment of approximately RMB378 million to CNAHC,
representing the total consideration payable by CNAC and HKSACL for the
acquisitions of the entire shareholding interests held by the Group in BACL and
SWACL pursuant to the Restructuring as set out in note 1 to this income
statement. This payment has been made to CNAHC and accounted for as a special
distribution to CNAHC by the Company.
(b) In accordance with the 'Provisional Regulation Relating to Corporate
Reorganisation of Enterprises and Related Management of State-owned Capital and
Financial Treatment' notice issued by the Ministry of Finance (the English title
is a direct translation of the Chinese title of the notice), which became
effective from 27 August 2002, and pursuant to the Restructuring, after the
Company's incorporation, the Company is required to make a distribution to
CNAHC, which represents an amount equal to the net profit attributable to
shareholders, as determined based on audited accounts prepared in accordance
with the accounting principles and the financial regulations applicable in the
PRC ('PRC GAAP'), generated, during the period from 1 January 2004 to 30
September 2004 (the date of incorporation of the Company) by the businesses and
operations (excluding those of CNAC) contributed to the Group by CNAHC after
giving effect to relevant necessary adjustments. The net profit attributable to
shareholders mentioned above for the said period is calculated after deducting
the amount of income tax payable to CNAHC of approximately RMB191,721,000 which
in turn will settle any tax liability on profit arisen during that period with
the relevant tax bureau as detailed in note 8 to this income statement.
In addition, in accordance with 'Provisional Regulation Relating to Corporate
Reorganisation of Enterprises and Related Management of State-owned Capital and
Financial Treatment' notice issued by the Ministry of Finance and pursuant to
the Restructuring, after the Company's incorporation, the Company is required to
make a distribution to CNACG, which represents an amount equal to the net profit
attributable to shareholders, as determined based on audited accounts prepared
in accordance with the PRC GAAP, generated, during the period from 1 January
2004 to 30 September 2004 (the date of incorporation of the Company) by the
businesses and operations (excluding those directly contributed by CNAHC)
contributed to the Group by the CNAC group, less the 2003 final dividend and
2004 interim dividend amounts already paid by CNAC to CNACG.
(c) The profit distributions made prior to the incorporation of the Company
represent the net assets which have been carved-out and treated as deemed
distributions pursuant to the Restructuring set out in note 1 to this income
statement and dividends paid during that period.
The rates of dividend and the number of shares ranking for dividends are not
presented in this footnote for those profit distributions made prior to the
incorporation of the Company as such information is not considered meaningful.
Cash dividends to shareholders in Hong Kong will be paid in Hong Kong dollars.
Following the incorporation of the Company, under the PRC Company Law and the
Company's Articles of Association, net profit after tax as reported in the PRC
statutory financial statements can only be distributed as dividends after
allowance has been made for the following:
(i) Making up prior years' cumulative losses, if any;
(ii) Allocations to the statutory common reserve fund of at least 10% of
after-tax profit, until the fund aggregates 50% of the Company's registered
capital. For the purpose of calculating the transfer to reserves, the profit
after tax shall be the amount determined under the PRC GAAP. The transfer to
this reserve must be made before any distribution of dividends to shareholders.
The statutory common reserve fund can be used to offset previous years' losses,
if any, and part of the statutory common reserve fund can be capitalized as the
Company's share capital provided that the amount of such reserve remaining after
the capitalisation shall not be less than 25% of the share capital of the
Company;
(iii) Allocations of 5% to 10% of after-tax profit, as determined under PRC
GAAP, to the Company's statutory public welfare fund, which will be established
for the purpose of providing for the Company's employees collective welfare
benefits such as the construction of dormitories, canteens and other staff
welfare facilities. The fund forms part of the shareholders' equity as only
individual employees can use these facilities, while the title of such
facilities is held by the Company. The transfer to this fund must be made before
any distribution of dividends to shareholders; and
(iv) Allocations to the discretionary common reserve if approved by the
shareholders.
The above reserves cannot be used for purposes other than those for which they
are created and are not distributable as cash dividends.
In accordance with the articles of association of the Company, the net profit
after tax of the Company for the purpose of profit distribution is based on the
lesser of (i) the net profit determined in accordance with the PRC GAAP and (ii)
the net profit determined in accordance with IFRS.
Prior to the incorporation of the Company on 30 September 2004, no profit
appropriations to the aforesaid reserve funds were required.
10 Earnings per share
The calculation of basic earnings per share for the year ended 31 December 2004
is based on the net profit attributable to equity holders of the parent for the
year ended 31 December 2004 of approximately RMB2,385,964,000, and the weighted
average of approximately 6,618,795,915 shares in issue during the year on the
assumption that the 6,500,000,000 shares issued as at 30 September 2004 had been
in issue throughout the year ended 31 December 2004, and as adjusted to reflect
the new issue of 2,550,618,182 shares by way of placing and public offering in
connection with the public listing of the Company's H shares on 15 December
2004.
The calculation of basic earnings per share for the year ended 31 December 2003
is based on the net profit attributable to equity holders of the parent for the
year ended 31 December 2003 of approximately RMB159,604,000, and the number of
shares in issue during 2003 on the assumption that the 6,500,000,000 shares
issued as at 30 September 2004 had been in issue throughout the year ended 31
December 2003.
The calculation of diluted earnings per share is based on the net profit
attributable to equity holders of the parent for the year ended 31 December 2004
of approximately RMB2,385,964,000. The weighted average number of ordinary
shares used in the calculation is the 6,618,795,915 shares in issue during the
year, as used in the basic earnings per share calculation and the weighted
average of 556,132 ordinary shares assumed to have been issued at no
consideration on the deemed exercise of all over-allotment options granted to
international underwriters to subscribe for the H shares of the Company during
the year.
Diluted earnings per share for the year ended 31 December 2003 has not been
calculated because no diluting events existed during 2003.
Report of board of directors
BUSINESS REVIEW OF 2004
The Group is the national flag carrier and a leading provider of air passenger,
air cargo and airline related services in China. Taking advantage of its
balanced network of extensive and complementary domestic and international
routes as well as its dominant role in Beijing, the Company offers non-stop and
transit services to its passengers from overseas, mainland China and Hong Kong
and Macau. As at 31 December 2004, we operated an overall of 183,693 flights
serving 72 domestic and 36 international and regional destinations. We offered
an average of 3,426 scheduled passenger flights and 367 scheduled cargo flights
weekly. We operated a fleet of 151 aircraft (excluding the aircraft operated by
CNAC), including 124 Boeing aircraft, 26 Airbus aircraft, and 1 business jet,
the average age of our fleet was 8.1 years.
During the past year, Chinese and global economy continued to improve, thereby
bringing about a rapid surge of market demand for airline services in China,
which in turn eliminated the adverse effects of the outbreak of SARS in 2003.
Meanwhile, the Group also faced certain challenges due to the soaring price of
international jet fuel and intensified market competition. Against this
background, the Group captured the market opportunity by adopting a series of
effective measures, resulting in a great improvement in financial results as
well as keeping the Company's leading position in China aviation market. In
2004, we were appointed as the exclusive airline partner of 2008 Beijing Olympic
Games, which significantly promoted the Company's brand recognition. In
addition, the successful listing of the Company's H shares on Hong Kong and
London stock markets laid a solid foundation for the Group's future development.
The Group operated certain airline business through its subsidiaries and
operating results of each subsidiary have already been calculated into the
consolidated financial statement. The Company's largest subsidiary, CNAC (Stock
Code: 1110) is listed on the Hong Kong Stock Exchange. CNAC is the controlling
shareholder of Air Macau and the single largest shareholder of Dragonair. In
2003 and 2004, the operating revenues of CNAC accounted for 5.7% and 6.0% of the
operating revenues of the Group in these years respectively.
In 2004, Air China Cargo Co., Ltd ('Air China Cargo'), a former branch of the
Company, became a joint venture in which the Group held 51% of its equity. In
2004, the Group completed acquisitions of 48% shares in Shandong Aviation Group
and 22.8% shares in Shandong Airlines.
The Group's business, its financial position and operating results as well as
the comparison of the Group's financial results over the corresponding periods
in previous years were mainly affected by such external factors as the
development of Chinese economy and international trade, regulation of aviation
industry, price of jet fuel, special events, the seasonal nature of airline
business, performance of associates, financing costs and etc, which were beyond
the control of the Group to a certain extent.
Cathay Pacific Airways Limited ('Cathay Pacific') acquired 10% equity of the
Company as a strategic investor upon our listing. This not only provides a
platform for cooperation between the companies in many business and operation
sectors, but also creates opportunities for our network connection between Hong
Kong and Beijing. Moreover, such a relationship helps to improve the operation
efficiency as well as the management level of the Company. In addition, the
Company holds indirect interest in Dragonair and Air Macau through CNAC and
enjoys cooperation with Dragonair under the code share arrangement on some
routes between Hong Kong and the mainland. The Company also has a similar
cooperation arrangement with Air Macau through which the Company expects to
realize better profitability.
As at 31 December 2004, the Group had a total of 29,133 employees (including
total head count of joint ventures and associates), most of whom work in China.
The employees' compensation is primarily composed of the basic salary and
performance-based bonus. The Group did not experience a material loss of
employees or encounter any difficulties in recruiting new employees.
Operating Revenues
Our operating revenues principally included air traffic revenues and other
operating revenues. Most of our operating revenues were from air traffic
revenues, representing 92.0% of operation revenues in 2004, while the other
operating revenues representing 8.0% of operating revenues. Among air traffic
revenues in 2004, 89.7% was generated from passenger services and 10.3% was from
cargo and mail services.
Operating revenue increased 36.0% to RMB33,521 million in 2004 from RMB24,641
million in 2003, mainly due to revenue growth from passenger services. Revenue
from passenger services increased 45.4% to RMB27,665 million in 2004 from
RMB19,030 million in 2003. The capacity of passenger traffic in available seat
kilometers ('ASKs') increased 27.9% to 64,894 million kilometres in 2004 from
50,733 million kilometres in 2003. Passenger load factor increased to 71.9% in
2004 from 66.0% in 2003. Income in each RPK increased 3.7% to RMB0.56 in 2004
from RMB0.54 in 2003. In 2004, the daily utilization of aircraft averaged at
10.2 hours, increased 1.5 hours compared to 2003.
Revenue generated from international passenger services accounted for 39.2% of
the total revenue from passenger services of the Group in 2004, representing an
increase of 62.6% to RMB10,835 million in 2004 from RMB6,663 million in 2003,
and the main reason behind this growth was an apparent recovery of the demand
for international airlines services in 2004 from the SARS outbreak in 2003 and
an increased input of transport capacity in international routes by the Group.
The passenger transport capacity (in ASKs) of international routes of the Group
increased 41.5% to 27,897 million kilometres in 2004 from 19,709 million
kilometres in 2003. The passenger load factor increased to 70.4% in 2004 from
64.8% in 2003. Level of passenger yield from international routes increased to
RMB0.51 per RPK in 2004 from RMB0.47 per RPK in 2003.
Revenue generated from domestic passenger services accounted for 55.4% of the
Group's total revenue from passenger services in 2004, increasing 38.3% to
RMB15,340 million in 2004 from RMB11,093 million in 2003, primarily due to the
increase of passenger load factor of domestic airlines and level of yielding.
The passenger transport capacity (at ASKs) of domestic airlines of the Group
increased 19.5% to 34,627 million kilometres in 2004 from 28,983 million
kilometres in 2003. Passenger load factor increased to 73.6% in 2004 from 67.4%
in 2003. Level of yield from passenger services in domestic airlines increased
to RMB0.60 per RPK in 2004 from RMB0.57 per RPK in 2003.
Passenger transport revenue from Hong Kong and Macau accounted for 5.4% of the
Group's passenger transport revenue of in 2004, increasing 16.9% to RMB1,490
million in 2004 from RMB1,274 million in 2003, primarily due to the uprising of
passenger load factor in Hong Kong and Macau airlines. The passenger transport
capacity (in ASKs) of Hong Kong and Macau airlines of the Group increased 16.1%
to 2,371 million kilometres in 2004 from 2,042 million kilometres in 2003.
Passenger load factor increased to 64.5% in 2004 from 58.1% in 2003. Level of
passenger yield from Hong Kong and Macau airlines decreased to RMB0.67 per RPK
in 2004 from RMB0.68 per RPK in 2003.
Revenue from cargo and mail operations decreased 27.8% to RMB3,170 million in
2004 from RMB4,392 million in 2003, primarily due to the fact that Air China
Cargo Co., Ltd, which is engaged in cargo operations, was transformed from a
previous branch of the Company into a joint venture in 2004, which resulted in
proportionate consolidation in the accounts. The cargo transport capacity (in
AFTKs) increased 20.2% to 4,843 million tonne kilometres in 2004 from 4,028
million tonne kilometres in 2003. The overall carrying ratio of cargo transport
decreased to 53.5% in 2004 from 54.8% in 2003. The overall cargo yield rate
increased to RMB2.03 for each yield tonne kilometre in 2004 from RMB1.87 for
each yield tonne kilometre in 2003.
Other operating revenue increased 120.4% to RMB2,686 million in 2004 from
RMB1,219 million in 2003, primarily due to the income generated from leasing
bellyhold of passenger aircraft to Air China Cargo Co., Ltd. by the Company.
Operating Expenses
Operating expenses increased 29.9% to RMB29,036 million in 2004 from RMB22,357
million in 2003, primarily due to increases in jet fuel costs, take-off, landing
and depot charges and aircraft maintenance, repair and overhaul expenses, and
employee compensation costs. Operating expenses as a percentage of operating
revenues decreased to 86.6% in 2004 from 90.7% in 2003.
Jet fuel expenses increased 54% to RMB8,354 million in 2004 from RMB5,425
million in 2003, primarily due to the increased consumption of jet fuel as a
result of the increased number of flights operated and higher domestic and
international jet fuel prices. Our weighted average jet fuel cost for each
barrel increased 25.7% to RMB474 in 2004 from RMB377 in 2003.
Take-off, landing and depot charges increased 22.6% to RMB4,230 million in 2004
from RMB3,450 million in 2003, primarily due to the increased number of flights
operated.
Depreciation expenses increased 2.5% to RMB3,463 million in 2004 from RMB3,377
million in 2003, primarily due to the acquisition of eleven aircraft from August
to September in 2004.
Aircraft maintenance, repair and overhaul expenses increased 32.0% to RMB2,836
million in 2004 from RMB2,149 million in 2003, primarily due to increased line
maintenance requirements as a result of increased block hours.
Employee compensation costs increased 22.8% to RMB2,921 million in 2004 from
RMB2,379 million in 2003, primarily due to the increase of flight hours.
Air catering charges increased 39.0% to RMB1,172 million in 2004 from RMB843
million in 2003, primarily due to an increase in the number of passengers
carried.
Aircraft and jet engines operating lease expenses increased 17.7% to RMB1,071
million in 2004 from RMB910 million in 2003, primarily due to the net addition
of nine aircraft acquired through operating leases.
Other operating lease expenses increased 2.7% to RMB187 million in 2004 from
RMB182 million in 2003, primarily due to higher rental rates for our terminal
stations and sales offices as compared to the lower rental rates for the same
negotiated after the SARS outbreak.
Other flight operation expenses increased 27.7% to RMB2,698 million in 2004 from
RMB2,112 million in 2003, primarily due to a change in the accounting method of
the CAAC Infrastructure Development Fund, whereby it is no longer offset by
revenues but is released to costs directly.
Selling and marketing expenses increased 31.1% to RMB1,387 million in 2004 from
RMB1,058 million in 2003, primarily due to higher sales commissions as a result
of increased ticket sales.
General and administrative expenses increased 51.8% to RMB715 million in 2004
from RMB471 million in 2003, primarily due to higher traveling expenses
resulting from increased business volume and higher expenditures for Olympics
aids and fixed assets retirement.
Income Tax
The Company is subject to the PRC income tax at a rate of 33%. The income tax
increased to RMB1,108 million in 2004 from RMB90 million in 2003, primarily due
to the increase of the profit before tax in 2004.
LIQUIDITY AND CAPITAL RESOURCES
We finance our working capital needs through cash flows from operating
activities and bank loans. As at 31 December 2003 and 2004, the total amount of
cash and cash equivalents of the Group were RMB2,620 million and RMB9,734
million respectively. In 2003 and 2004, the Group generated net cash from
operating activities of RMB5,425 million and RMB6,151 million respectively,
whilst the Group's net cash outflow from investing activities in the same period
reached RMB4,360 million and RMB5,009 million respectively, primarily due to the
amounts utilized for purchase and improvement of aircraft and aviation
equipment. In 2004, the Group generated cash inflow of RMB5,620 million from
financing activities, primarily due to the new issue of shares by the Company at
the end of the year, while in 2003, the Group recorded cash outflow from
financing activities of RMB2,207 million, primarily due to the repayment of
certain bank loans.
Similar to other Chinese airlines, we have been operating with a net current
liabilities position. As at 31 December 2003 and 2004, the net current
liabilities of the Group were RMB12,384 million and RMB6,860 million
respectively. The decrease of net current liabilities was primarily due to the
increase of the current assets as a result of the new issue of H shares by the
Company.
As at 31 December 2003 and 2004, the short-term bank and other borrowings of the
Group were RMB9,237 million and RMB8,806 million respectively, while the
long-term bank and other borrowings were RMB12,820 million and RMB12,897 million
respectively in the same period. As of December 31, 2004, our bank loans and
other borrowings due within 1 year, 1 to 2 years, 3 to 5 years and over 5 years
were RMB8,806 million, RMB3,064 million, RMB6,215 million and RMB3,618 million
respectively. As of December 31, 2003 and 2004, our liabilities under financing
leases were RMB13,699 million and RMB12,281 million respectively. As of December
31, 2004, our liabilities under financing leases due within 1 year, 1 to 2
years, 3 to 5 years and over 5 years were RMB1,705 million, RMB1,944 million,
RMB6,722 million and RMB1,910 million respectively.
As at 31 December 2004, the equity attributable to shareholders of the Group was
RMB16,548 million, representing an increase of RMB9,655 million from RMB6,893
million in the previous year, primarily due to the public issue of 2,805,680,000
H shares with a par value of RMB1.00 each at an issue price of HKD2.98 per share
in Hong Kong.
Financial Risk Management Policy
The Group is exposed to the fluctuations in jet fuel price during its ordinary
operations. International jet fuel prices have been historically, and will in
the future continue to be, subject to price volatility and fluctuations in
supply and demand. Our strategy for managing our jet fuel price risk aims to
provide us with protection against sudden and significant price increases. To
meet these objectives, we will continue to use instruments such as swaps,
options and collars with approved counter-parties and within approved limits.
The Group recorded a gain of RMB170 million and RMB41 million from the
derivative instruments from jet fuel used by us in 2003 and 2004, respectively.
A substantial portion of the Group's debt, part of its operating revenues and
expenses and capital expenditures are denominated in certain major foreign
currencies and consequently subject to fluctuations in exchange rates. The Group
recorded exchange losses of RMB297 million and RMB55 million in 2003 and 2004,
respectively. In order to reduce our foreign currency risk, we have pursued a
strategy of reducing, for certain major foreign currencies, the mismatch between
our revenues and payments denominated in such currencies. We are also currently
evaluating proposals to hedge our foreign currency exposure by entering into
hedge transactions.
Gearing ratio
As at 31 December 2004, the gearing ratio (represented by total liabilities
divided by total assets) of the Company was approximately 73%, representing a
decrease of 12% from approximately 85% as of 31 December 2003.
Assets Mortgage
As at December 31, 2004, the Group mortgaged several aircraft and flight
equipment with an aggregate carrying amounts of approximately RMB28,585 million
(2003: RMB29,732 million) pursuant to some of borrowing and lease agreements.
As at 31 December, 2004, the Group's bank deposits amounting to RMB117 million
(2003: RMB1,245 million) were pledged against borrowing and leasing arrangements
and financial derivatives.
Commitments and contingent liabilities
As at December 31, 2004, the Group's capital commitments amounted to
approximately RMB15.820 billion, mostly regarding the purchases of some aircraft
and equipment related to aircraft to be delivered in 2005 and 2006.
As at December 31, 2004, the Group committed to make a capital contribution of
approximately RMB422 million to a joint venture.
As at December 31, 2004, the Group entered into operating lease agreements with
respect to certain office equipment and aircraft, pursuant to which we committed
to make lease payments in aggregate amounts of at least RMB1.14 billion within 1
year, RMB3.22 billion through 2 to 5 years, and RMB1 billion after five years.
As at 31 December 2004, the Group had contingent liabilities in respect of bank
and other guarantees and other matters arising in the ordinary course of
business. Details of contingent liabilities of the Group will be set out in the
Company's 2004 annual report.
Other than the information disclosed herein, the information related to other
matters of the Group which is required to be set forth herein pursuant to those
provisions of the Rules Governing the Listing of Securities on the Stock
Exchange of Hong Kong Limited (the 'Listing Rules') which are applicable to the
2004 Annual Results Announcement of the Company, has not changed materially from
the information disclosed in the Company's prospectus dated 3 December 2004.
OUTLOOK FOR 2005
We would like to caution readers of this announcement that the airline
operations are substantially influenced by global political and economical
developments. Accidental and unexpected incidents may have a material impact on
our operations or the industry as a whole. This 2004 Annual Results Announcement
of the Group contains, inter alia, certain forward-looking statements, such as
forward-looking statements on the global and Chinese economies and aviation
markets. Such forward-looking statements are subject to some uncertainties and
risks.
Looking forward, as the economic globalization proliferates, we are fully aware
of the challenges and opportunities lying ahead. The greatest opportunity is
that Chinese economy is now in a prime strategic opportunity period of growth.
In the coming three years, the demand for air transport will keep growing at an
anticipated rate of 13% to 15%. The international market will grow faster than
the domestic market while the cargo sector will grow faster than passenger
sector. However, influenced by international political and economic situation,
the cost of jet fuel may stay high and the competition can be more severe.
Interest rate, exchange rate and capital market are all undergoing frequent
changes. All these have brought new challenges to the Company's financial risks
control capability.
--------------------------------------------------------------------------------
Where there is a challenge, opportunity stands aside, go head in. The Company is
now facing a good opportunity for development and reform. By completing airline
integration and the restructuring and listing the Company accomplished some
milestone achievements. We have set our mission statement as: to be the favored
airline for mainstream passengers; to be the most valuable and profitable
airline in China and to be an airline with international competitiveness.
In light of the market environment and our current operations, we plan to
implement the following strategies in order to enhance our competitiveness in
2005:
1. Through functional integration, transform and streamline our
organizational structure to enhance our operational efficiency. To tighten
internal risk control and prevent operational risk exposure.
2. Solidify our hub position while build up a more rational market reach.
Continue to focus on Beijing, Chengdu and East China markets, give appropriate
attention to the South China market, and realize more synergy by working closely
with our Hong Kong and Macao counterparts.
3. Strengthen our competitiveness in a balanced international and
domestic networks.
4. Deploy more air cargo capacity. Optimize cargo transportation network,
improve cargo transportation product development and design.
5. Continue our efforts in providing safe, convenient, comfortable and
customerised services. Improve the quality of our services, and further develop
brand name by leveraging the opportunities created by our partnership with the
Olympic Games.
SHARE CAPITAL
1. Share Capital Structure Information
The Company issued 2,805,680,000 H shares in 2004 (including 255,061,818 H
shares sold by selling shareholders). As at 31 December 2004, the total share
capital of the Company consisted of 9,050,618,182 shares with a par value of
RMB1.00 each. The following table sets out the share structure of the Company as
of 31 December 2004:
Category of Shares Number of shares Percentage of the total share capital
Domestic Shares 4,855,945,675 53.65%
Non-H Foreign Shares 1,388,992,507 15.35%
H Shares 2,805,680,000 31.00%
9,050,618,182 100.00%
2. Substantial Shareholders
As at 31 December, 2004, to the knowledge of the Company, the interests and
short positions of the following persons other than the Directors, chief
executives or Supervisors in the shares and underlying shares of the Company as
recorded in the register of the Company required to be kept under Section 336 of
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the
'SFO') were as follows:
Name of Type of Type of Number of % of the total % of the % of the total % of the total Short
shareholder shareholding shares shares held issued share total issued issued issued Non-H position
capital of the H shares of domestic foreign shares
Company the Company shares of the of the Company
Company
CNAHC Direct holding Domestic 4,855,945,675 53.65% - 100% - -
shares
CNACG Direct holding Non-H 1,388,992,507 15.35% - - 100% -
foreign
shares
Cathay Direct holding H shares 905,061,819 10.00% 32.26% - - -
Pacific (1)
Merrill Lynch - H shares 382,592,728 4.23% 13.64% - - Yes(2)
International
Merrill Lynch Over-allotment H shares 420,852,000 4.65% 15% - - -
Far East option(3)
Limited
China Over-allotment H shares 420,852,000 4.65% 15% - - -
International option(4)
Capital
Corporation
Limited
HKSCC Direct holding H shares 2,181,620,909 24.10% 77.76% - - -
Notes:
(1) Among the 905,061,819 H Shares of the Company, Cathay Pacific has
security interest in 382,592,728 H Shares arising from a share lending agreement
pursuant to which Cathay Pacific lent 382,592,728 H Shares of the Company to
Merrill Lynch International.
(2) A short position in 382,592,728 H Shares of the Company arising from a
share lending agreement pursuant to which Merrill Lynch International borrowed
382,592,728 H Shares of the Company from Cathay Pacific.
(3) Interests held jointly with China International Capital Corporation
Limited pursuant to an over-allotment option as disclosed in the section headed
'Structure of the Global Offering - The Global Offering' in the prospectus dated
3 December 2004 issued by the Company.
(4) Interests held jointly with Merrill Lynch Far East Limited pursuant to
an over-allotment option as disclosed in the section headed 'Structure of the
Global Offering - The Global Offering' in the prospectus dated 3 December 2004
issued by the Company.
Details of the interests of substantial shareholders of the Company as at 31
December 2004 will be set out in the 2004 annual report of the Company in
accordance with the disclosure requirements of the Listing Rules.
3. Disclosure of interests of Directors and Supervisors
As at 31 December 2004, the interests and short positions of the Directors and
Supervisors of the Company in the shares, underlying shares and debentures (as
the case may be) of the Company or its associated corporations (within the
meaning of Part XV of the SFO) which were notified to the Company and the Stock
Exchange pursuant to SFO (including interests or short positions which are taken
or deemed to have under such provisions of the SFO), or recorded in the register
maintained by the Company pursuant to Section 352 of the SFO or which were
notified to the Company and the Stock Exchange pursuant to the Model Code for
Securities Transactions by Directors of the Listed Companies in Schedule 10 of
the Listing Rules are as follows:
Name of interested party Name of Group member Number of shares interested Approximate percentage of shareholding
Zhang Xianlin CNAC 33,126,000 1%
Save as disclosed above, as at the Latest Practicable Date, none of the
Directors or Supervisors of the Company has interests or short positions in the
shares, underlying shares and/or debentures (as the case may be) of the Company
or its associated corporations (within the meaning of Part XV of the SFO) which
were notified to the Company and the Stock Exchange pursuant to SFO (including
interests or short positions which he is taken or deemed to have under such
provisions of the SFO), or recorded in the register maintained by the Company
pursuant to Section 352 of the SFO or which were notified to the Company and the
Stock Exchange pursuant to the Model Code for Securities Transactions by
Directors of the Listed Companies. For this purpose, the relevant provisions of
the SFO will be interpreted as if they applied to the Company's Supervisors.
None of the Directors of Supervisors of the Company and their respective
associates (as defined in the Listing Rules) has any competing interests which
would be required to be disclosed under Rule 8.10 of the Listing Rules if each
of them were a controlling shareholder.
MATERIAL MATTERS
1. Dividends
The Board of Directors does not recommend the declaration of any dividend to
shareholders for the year 2004.
2. Purchase, Sale or Redemption of Securities
During the year ended 31 December 2004, neither the Company nor any of its
subsidiaries had purchased, sold or redeemed any of its securities (the term '
securities' having the meaning ascribed to it in the Listing Rules).
3. Material Litigation
Save as disclosed in the Company's prospectus dated 3 December 2004, the Group
was not involved in any material litigation or arbitration in the year ended 31
December 2004.
4. Compliance with the Code of Best Practice
The Company has, from its listing date (15 December 2004) to 31 December 2004,
complied with the 'Code of Best Practice' set out in Appendix 14 to the previous
Listing Rules before its amendment which came into effect on 1 January 2005.
5. Use of Proceeds from H Shares
The net proceeds from the global offering of the Company in December 2004 are
being used in accordance with the disclosure in the Company's prospectus dated 3
December 2004.
6. Pre-emptive Right
Nether the Articles of Association of the Company nor the laws of the PRC
provide for any pre-emptive rights requiring the Company to offer new shares to
existing share holders in proportion to their existing share holdings.
7. Service Contracts of the Directors and Supervisors
Each of the Directors has entered into a service contract with the Company for a
term of three years from 30 September 2004 other than Mr. Fan Cheng, whose
service contract has a term of three years from 18 October 2004 and is
thereafter subject to termination by either party giving written notice to the
other party.
Save as disclosed above, none of the Directors or the Supervisors has entered
into or proposes to enter into a service contract with the Company other than
contracts expiring or determinable by the employer within one year without the
payment of compensation (other than statutory compensation).
8. Reviewing by audit committee
The annual results of the Company have been reviewed by the audit committee of
the Board of Directors of the Company.
By Order of the Board
Air China Limited
Li Jiaxiang
Chairman of the Board
Beijing, the PRC
12 April 2005
As at the date of this announcement, the Directors of the Company are Messrs Li
Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Cai Jianjiang, Fan
Cheng, Hu Hung Lick, Henry, Wu Zhipan and Zhang Ke.
The annual report of the Group for the year ended 31 December 2004 will be
published on the website of the Hong Kong Stock Exchange (http://
www.hkex.com.hk) in due course.
This information is provided by RNS
The company news service from the London Stock Exchange