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 -------------------------------------------------------------------------------- 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
UK 100

Latest directors dealings