2009 Annual Results

RNS Number : 6824K
Air China Ld
23 April 2010
 



Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

 

AIR CHINA LIMITED 

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

 

2009 ANNUAL RESULTS

 

Group Results

 

The Board is pleased to announce the audited consolidated financial results of the Company, its subsidiaries and joint ventures (collectively, the "Group") for the year ended 31 December 2009 with comparative figures for the corresponding year of 2008 as follows:

 



A.      Prepared under International Financial Reporting Standards

 

CONSOLIDATED INCOME STATEMENT

 



2009

2008


Notes

RMB'000

RMB'000





TURNOVER




Air traffic revenue

3

48,091,643

50,536,695

Other operating revenue

4

3,301,548

2,371,466



 

 







51,393,191

52,908,161



 

 





OPERATING EXPENSES




Jet fuel costs


(14,466,065)

(22,613,935)

Movements in fair value of fuel derivative contracts


2,758,224

(7,899,205)

Take-off, landing and depot charges


(5,788,687)

(5,538,092)

Depreciation


(7,051,272)

(6,365,275)

Aircraft maintenance, repair and overhaul costs


(1,767,808)

(1,804,416)

Employee compensation costs

5

(6,627,408)

(5,843,887)

Air catering charges


(1,518,912)

(1,443,855)

Aircraft and engine operating lease expenses


(2,319,211)

(2,400,060)

Other operating lease expenses


(477,716)

(448,406)

Other flight operation expenses


(4,532,145)

(4,665,630)

Selling and marketing expenses


(3,085,184)

(2,602,904)

General and administrative expenses


(1,016,051)

(1,089,467)



 

 







(45,892,235)

(62,715,132)



 

 





PROFIT/(LOSS) FROM OPERATIONS

6

5,500,956

(9,806,971)





Finance revenue

7

139,620

1,584,437





Finance costs

7

(1,198,283)

(2,049,313)





Share of profits and losses of associates


623,992

(1,183,513)





Gain on disposal of subsidiaries and an associate


-

477,680



 

 





PROFIT/(LOSS) BEFORE TAX


5,066,285

(10,977,680)





Tax

8

(263,234)

1,610,650



 

 





PROFIT/(LOSS) FOR THE YEAR


4,803,051

(9,367,030)



 

 





Attributable to:




    Equity holders of the Company


4,854,234

(9,255,822)

    Minority interests


(51,183)

(111,208)



 

 







4,803,051

(9,367,030)



 

 







 



2009

2008


Notes

RMB'000

RMB'000





Dividends:




   Interim


-

-

   Proposed final


-

-



 

 







-

-



 

 





Earnings/(loss) per share attributable to equity
   holders of the Company:

11



       Basic and diluted


41.01 cents

(78.01 cents)



 

 

 



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 


Note

2009

2008



RMB'000

RMB'000





PROFIT/(LOSS) FOR THE YEAR


4,803,051

(9,367,030)



 

 





Share of reserve movements of associates


347,437

(233,207)





Exchange realignment


(28,324)

(610,972)





Others


(3,000)

61,420



 

 





OTHER COMPREHENSIVE INCOME/(LOSS)

   FOR THE YEAR, NET OF TAX

12

316,113

(782,759)



 

 





TOTAL COMPREHENSIVE INCOME/(LOSS)

   FOR THE YEAR, NET OF TAX


5,119,164

(10,149,789)



 

 





Attributable to:




   Equity holders of the Company


5,170,315

(10,035,641)



 

 





   Minority interests


(51,151)

(114,148)



 

 

 



CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 


2009

2008


RMB'000

RMB'000




NON-CURRENT ASSETS



Property, plant and equipment

75,044,870

71,821,000

Lease prepayments

1,954,819

1,945,258

Intangible asset

49,267

60,147

Goodwill

346,845

346,845

Interests in associates

12,187,230

6,271,533

Advance payments for aircraft and related equipment

7,715,409

7,052,508

Deposits for aircraft under operating leases

253,815

229,899

Long term receivable from ultimate holding company

131,813

231,813

Available-for-sale investments

1,997

1,997

Deferred tax assets

1,682,203

2,022,652


 

 





99,368,268

89,983,652


 

 




CURRENT ASSETS



Aircraft held for sale

130,814

350,896

Inventories

1,384,706

1,242,597

Accounts receivable

2,054,265

1,850,289

Bills receivable

2,489

1,604

Prepayments, deposits and other receivables

1,230,794

1,555,908

Derivative financial instruments

-

253,406

Due from ultimate holding company

461,147

361,892

Due from related companies

10,194

7,537

Tax recoverable

4,840

55,625

Pledged deposits

564,747

1,750,460

Cash and cash equivalents

2,706,758

2,987,358


 

 





8,550,754

10,417,572


 

 




TOTAL ASSETS

107,919,022

100,401,224


 

 




CURRENT LIABILITIES



Air traffic liabilities

(2,434,353)

(2,262,338)

Accounts payable

(6,045,733)

(6,923,895)

Bills payable

(763,255)

(1,420,438)

Other payables and accruals

(4,645,406)

(4,689,649)

Derivative financial instruments

(2,274,627)

(7,727,918)

Tax payable

(39,073)

(10,332)

Obligations under finance leases

(3,454,233)

(4,064,038)

Interest-bearing bank and other borrowings

(17,160,442)

(15,330,837)

Provision for major overhauls

(268,418)

(232,926)

Due to related companies

(113,024)

(62,924)


 

 





(37,198,564)

(42,725,295)


 

 






 


2009

2008


RMB'000

RMB'000




NET CURRENT LIABILITIES

(28,647,810)

(32,307,723)


 

 




TOTAL ASSETS LESS CURRENT LIABILITIES

70,720,458

57,675,929


 

 







NON-CURRENT LIABILITIES



Obligations under finance leases

(15,366,475)

(16,480,784)

Interest-bearing bank and other borrowings

(27,321,078)

(17,342,868)

Provision for major overhauls

(1,318,708)

(1,262,921)

Provision for early retirement benefit obligations

(210,006)

(211,209)

Long term payables

(180,420)

(44,785)

Deferred income related to frequent-flyer programme

(790,883)

(689,233)

Deferred income related to government grant

(1,314,671)

(795,080)

Deferred tax liabilities

(263,750)

(392,543)


 

 





(46,765,991)

(37,219,423)


 

 




NET ASSETS

23,954,467

20,456,506


 

 




EQUITY OF THE COMPANY ATTRIBUTABLE TO

   EQUITY HOLDERS



Issued capital

12,251,362

12,251,362

Treasury shares

(2,319,879)

(1,353,714)

Reserves

13,984,413

9,045,204


 

 





23,915,896

19,942,852




MINORITY INTERESTS

38,571

513,654


 

 




TOTAL EQUITY

23,954,467

20,456,506


 

 

 



Notes:

 

1          BASIS OF PREPARATION

 

The Group's financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs", which comprise standards and interpretations approved by the International Accounting Standards Board (the "IASB"), and International Accounting Standards ("IASs") and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee that remain in effect) and the disclosure requirements of the Hong Kong Companies Ordinance.

 

As at 31 December 2009, the Group's net current liabilities amounted to approximately RMB28,648 million, which comprised current assets of approximately RMB8,551 million and current liabilities of approximately RMB37,199 million. The liquidity of the Group is primarily dependent on its ability to maintain adequate cash inflows from operations and sufficient financing to meet its financial obligations as and when they fall due. In preparing the financial statements, the directors of the Company have considered the Group's sources of liquidity and believe that adequate funding is available to fulfil the Group's debt obligations and capital expenditure requirements. Accordingly, the consolidated financial statements have been prepared on a basis that the Group will be able to continue as a going concern.

 

The financial statements have been prepared on a historical cost basis, except for derivative financial instruments which have been measured at fair value, and aircraft held for sale, which have been stated at the lower of their carrying amounts and fair values less costs to sell.

 

Impact of new and revised IFRSs

 

The Group has adopted the following new and revised IFRSs for the first time for the current year's financial statements. Except for in certain cases, giving rise to additional disclosures, the adoption of these new and revised IFRS has had no significant effect on these financial statements.

 

IFRS 1 and IAS 27

Amendments

Amendments to IFRS 1 First-time Adoption of IFRSs and IAS 27 Consolidated

and Separate Financial Statements - Cost of an Investment in a Subsidiary,

Jointly Controlled Entity or Associate

IFRS 2 Amendments

Amendments to IFRS 2 Share-based Payment - Vesting Conditions and

Cancellations

IFRS 7 Amendments

Amendments to IFRS 7 Financial Instruments: Disclosures - Improving Disclosure

about Financial Instruments

IFRS 8

Operating Segments

IAS 1 (Revised)

Presentation of Financial Statements

IAS 18 Amendment

Amendment to Appendix to IAS 18 Revenue - Determining whether an entity is

acting as a principal or as an agent

IAS 23 (Revised)

Borrowing Costs

IAS 32 and IAS 1

Amendments

Amendments to IAS 32 Financial Instruments: Presentation and

IAS 1 Presentation of Financial Statements - Puttable Financial Instruments

and Obligations Arising on Liquidation

IAS 39 and IFRIC 9

Amendments

Amendments to IFRIC 9 Reassessment of Embedded Derivatives and

IAS 39 Financial Instruments: Recognition and Measurement - Embedded

Derivatives

IFRIC 15

Agreements for the Construction of Real Estate

IFRIC 16

Hedges of a Net Investment in a Foreign Operation

IFRIC 18

Transfers of Assets from Customers

Improvements to IFRSs

(May 2008)

Amendments to a number of IFRSs

 



The principal effects of adopting these new and revised IFRSs are as follows:

 

(a)        Amendments to IFRS 1 First-time Adoption of IFRSs and IAS 27 Consolidated and Separate Financial Statements - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

 

The IAS 27 Amendment requires all dividends from subsidiaries, associates or jointly-controlled entities to be recognised in the income statement in the parent's separate financial statements. The distinction between pre and post acquisition profits is no longer required. However, the payment of such dividends requires the Company to consider whether there is an indicator of impairment. The amendment is applied prospectively. IAS 27 has also been amended to deal with the measurement of the cost of investments where a parent reorganises the structure of its group by establishing a new entity as its parent. As the Group is not a first-time adopter of IFRSs, the IFRS 1 Amendment is not applicable to the Group.

 

(b)        Amendments to IFRS 2 Share-based Payment - Vesting Conditions and Cancellations

 

The IFRS 2 Amendments clarify that vesting conditions are service conditions and performance conditions only. Any other conditions are non-vesting conditions. Where an award does not vest as a result of a failure to meet a non-vesting condition that is within the control of either the entity or the counterparty, this is accounted for as a cancellation. The Group has not entered into share-based payment schemes with non-vesting conditions attached and, therefore, the amendments are unlikely to have any significant implications on its accounting for share-based payments.

 

(c)        Amendments to IFRS 7 Financial Instruments: Disclosures - Improving Disclosures about Financial Instruments

 

The IFRS 7 Amendments require additional disclosures about fair value measurement and liquidity risk. Fair value measurements related to items recorded at fair value are to be disclosed by sources of inputs using a three-level fair value hierarchy, by class, for all financial instruments recognised at fair value. In addition, a reconciliation between the beginning and ending balances is now required for level 3 fair value measurements, as well as significant transfers between levels in the fair value hierarchy. The amendments also clarify the requirements for liquidity risk disclosures with respect to derivative transactions and assets used for liquidity management. The fair value measurement disclosures are presented in note 54 to the financial statements while the revised liquidity risk disclosures are presented in note 55 to the financial statements.

 

(d)        IFRS 8 Operating Segments

 

IFRS 8, which will replace IAS 14 Segment Reporting, specifies how an entity should report information about its operating segments, based on information about the components of the entity that is available to the chief operating decision maker for the purposes of allocating resources to the segments and assessing their performance. The standard also requires the disclosure of information about the products and services provided by the segments, the geographical areas in which the Group operates, and revenue from the Group's major customers. These revised disclosures, including the related revised comparative information, are shown in note 2 to the financial statements.

 

(e)        IAS 1 (Revised) Presentation of Financial Statements

 

IAS 1 (Revised) introduces changes in the presentation and disclosures of financial statements. The revised standard separates owner and non-owner changes in equity. The statement of changes in equity will include only details of transactions with owners, with all non-owner changes in equity presented as a single line. In addition, this standard introduces the statement of comprehensive income, with all items of income and expense recognised in profit or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group has elected to present two statements.

 



(f)         Amendment to Appendix to IAS 18 Revenue - Determining whether an entity is acting as a principal or as an agent

 

Guidance has been added to the appendix (which accompanies the standard) to determine whether the Group is acting as a principal or as an agent. The features to consider are whether the Group (i) has the primary responsibility for providing the goods or services, (ii) has inventory risk, (iii) has the discretion to establish prices and (iv) bears credit risk. The Group has assessed its revenue arrangements against these criteria and concluded that it is acting as a principal in all arrangements. The amendment has had no impact on the financial position or results of operations of the Group.

 

(g)        IAS 23 (Revised) Borrowing Costs

 

IAS 23 has been revised to require capitalisation of borrowing costs when such costs are directly attributable to the acquisition, construction or production of a qualifying asset. As the Group's current policy for borrowing costs aligns with the requirements of the revised standard, the revised standard is unlikely to have any financial impact on the Group.

 

(h)        Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements - Puttable Financial Instruments and Obligations Arising on Liquidation

 

The IAS 32 Amendments provide a limited scope exception for puttable financial instruments and instruments that impose specified obligations arising on liquidation to be classified as equity if they fulfil a number of specified features. The IAS 1 Amendments require disclosure of certain information relating to these puttable financial instruments and obligations classified as equity. As the Group currently has no such financial instruments or obligations, the amendments are unlikely to have any financial impact on the Group.

 

(i)         Amendments to IFRIC 9 Reassessment of Embedded Derivatives and IAS 39 Financial Instruments: Recognition and Measurement - Embedded Derivatives

 

The amendment to IFRIC 9 requires an entity to assess whether an embedded derivative must be separated from a host contract when the entity reclassifies a hybrid financial assets out of the fair value through profit or loss category; and the assessment to be made on the basis of the circumstances that existed on the later of the date when the entity first became a party to the contract, and the date of a change in the terms of the contract that significantly modifies the cash flows that otherwise would have been required under the contract. IAS 39 is also amended to state that, if the fair value of an embedded derivative that would have to be separated on reclassification cannot be reliably measured, the entire hybrid financial instrument must remain classified as at fair value through profit or loss. The adoption of the amendments has had no impact on the financial position or results of operations of the Group.

 

(j)         IFRIC 15 Agreements for the Construction of Real Estate

 

IFRIC 15 clarifies when and how an agreement for the construction of real estate should be accounted for as a construction contract in accordance with IAS 11 Construction Contracts or an agreement for the sale of goods or services in accordance with IAS 18 Revenue. As the Group currently is not involved in any construction of real estate, the interpretation is unlikely to have any financial impact on the Group.

 

(k)        IFRIC 16 Hedges of a Net Investment in a Foreign Operation

 

IFRIC 16 provides guidance on the accounting for a hedge of a net investment in a foreign operation. This includes clarification that (i) hedge accounting may be applied only to the foreign exchange differences arising between the functional currencies of the foreign operation and the parent entity; (ii) a hedging instrument may be held by any entities within a group; and (iii) on disposal of a foreign operation, the cumulative gain or loss relating to both the net investment and the hedging instrument that was determined to be an effective hedge should be reclassified to the income statement as a reclassification adjustment. As the Group currently has no hedge of a net investment in a foreign operation, the interpretation is unlikely to have any financial impact on the Group.

 



(l)         IFRIC 18 Transfers of Assets from Customers

 

The transfers of assets from customers to entities in sectors such as telecoms and utilities have resulted in diversity in the accounting methods used. IFRIC 18 provides guidance on when and how to recognise such assets. As the Group currently has no such transactions, the interpretation has had no impact on the financial position or results of operations of the Group.

 

(m)       The IASB issued its first Improvements to IFRSs which sets out amendments to a number of IFRSs. Except for the amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations - Plan to sell the controlling interest in a subsidiary which are effective for annual periods beginning on or after 1 July 2009, the Group adopted all the amendments from 1 January 2009. While the adoption of some of the amendments results in changes in accounting policies, none of these amendments has had a significant financial impact on the Group. Details of the key amendments most applicable to the Group are as follows:

 

•           IFRS 7 Financial Instruments: Disclosures: Removes the reference to "total interest income" as a component of finance costs.

 

•           IAS 1 Presentation of Financial Statements: Clarifies that assets and liabilities which are classified as held for trading in accordance with IAS 39 are not automatically classified as current in the statement of financial position.

 

•           IAS 16 Property, Plant and Equipment: Replaces the term "net selling price" with "fair value less costs to sell" and the recoverable amount of property, plant and equipment is the higher of an asset's fair value less costs to sell and its value in use.

 

In addition, items of property, plant and equipment held for rental that are routinely sold in the ordinary course of business after rental are transferred to inventories when rental ceases and they are held for sale.

 

•           IAS 28 Investments in Associates: Clarifies that an investment in an associate is a single asset for the purpose of conducting the impairment test and that no impairment is separately allocated to goodwill included in the investment balance.

 

Impact of Issued but not yet effective IFRSs

 

The Group has not applied the following new and revised IFRSs, that have been issued but are not yet effective, in these financial statements.

 

IFRS 1 (Revised)

First-time Adoption of IFRSs1

IFRS 1 Amendments

Amendments to IFRS 1 First-time Adoption of International Financial

Reporting Standards - Additional Exemptions for First-time Adopters2

IFRS 1 Amendments

Amendments to IFRS 1 First-time Adoption of International Financial

Reporting Standards - Limited Exemption from Comparative IFRS 7

Disclosures for First-time Adopters4

IFRS 2 Amendments

Amendments to IFRS 2 Share-based Payment - Group Cash-settled Share- based Payment Transactions2

IFRS 3 (Revised)

Business Combinations1

IFRS 9

Financial Instruments6

IAS 24 (Revised)

Related Party Disclosures5

IAS 27 (Revised)

Consolidated and Separate Financial Statements1

IAS 32 Amendment

Amendment to IAS 32 Financial Instruments: Presentation - Classification of

Rights Issues3

IAS 39 Amendment

Amendment to IAS 39 Financial Instruments: Recognition and Measurement -

Eligible Hedged Items1

IFRIC 14 Amendments

Amendments to IFRIC 14 Prepayments of a Minimum Funding Requirement5

IFRIC 17

Distributions of Non-cash Assets to Owners1

IFRIC 19

Extinguishing Financial Liabilities with Equity Instruments4



 

Amendments to IFRS 5

included in Improvements

to IFRSs issued in

October 2008

Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued

Operations - Plan to sell the controlling interest in a subsidiary1

 

Apart from the above, the IASB has issued Improvements to IFRSs 2009 which sets out amendments to a number of IFRSs primarily with a view to removing inconsistencies and clarifying wording. The amendments to IFRS 2, IAS 38, IFRIC 9 and IFRIC 16 are effective for annual periods beginning on or after 1 July 2009 while the amendments to IFRS 5, IFRS 8, IAS 1, IAS 7, IAS 17, IAS 36 and IAS 39 are effective for annual periods beginning on or after 1 January 2010 although there are separate transitional provisions for each standard or interpretation.

 

1           Effective for annual periods beginning on or after 1 July 2009

2           Effective for annual periods beginning on or after 1 January 2010

3           Effective for annual periods beginning on or after 1 February 2010

4           Effective for annual periods beginning on or after 1 July 2010

5           Effective for annual periods beginning on or after 1 January 2011

6           Effective for annual periods beginning on or after 1 January 2013

 

(a)        IFRS 1 (Revised) First-time Adoption of IFRSs

 

IFRS 1 (Revised) was issued with an aim to improve the structure of the standard. The revised version of the standard does not make any changes to the substance of accounting by first-time adopters. As the Group is not a first-time adopter of IFRSs, the amendments will not have any financial impact on the Group.

 

(b)        Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards - Additional Exemptions for First-time Adopters

 

The IFRS 1 Amendments provide relief from the full retrospective application of IFRSs for the measurement of oil and gas assets and leases. As a result of extending the options for determining deemed cost to oil and gas assets, the existing exemption relating to decommissioning liabilities has also been revised. As the Group is not a first-time adopter of IFRSs, the amendments will not have any financial impact on the Group.

 

(c)        Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards - Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters

 

The IFRS 1 Amendments provide receive relief from providing comparative period disclosures required by the IFRS 7 Amendments as the current IFRS preparers. Consistent with their Basis for Conclusions on the IFRS 7 Amendments, the Board reasoned that to avoid the potential use of hindsight and to ensure that first-time adopters are not disadvantaged as compared with current IFRS preparers, first-time adopters should be permitted to use the same transitional provisions as current IFRS preparers, i.e. relief from providing comparative information for the disclosures required by the IFRS 7 Amendments. As the Group is not a first-time adopter of IFRSs, the amendments will not have any financial impact on the Group.

 

(d)        Amendments to IFRS 2 Share-based Payment - Group Cash-settled Share-based Payment Transactions

 

The IFRS 2 Amendments provide guidance on how to account for cash-settled share-based payment transactions in the separate financial statements of the entity receiving the goods and services when the entity has no obligation to settle the share-based payment transactions. The amendments also incorporate guidance that was previously included in IFRIC 8 Scope of IFRS 2 and IFRIC 11 IFRS 2 - Group and Treasury Share Transactions. The amendments are unlikely to have any significant implications on the Group's accounting for share-based payments.

 

(e)        IFRS 3 (Revised) Business Combinations

 

IFRS 3 (Revised) introduces a number of changes in the accounting for business combinations that will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future reported results.

 



(f)         IAS 27 (Revised) Consolidated and Separate Financial Statements

 

IAS 27 (Revised) requires that a change in the ownership interest of a subsidiary without loss of control is accounted for as an equity transaction. Therefore, such a change will have no impact on goodwill, nor will it give rise to a gain or loss. Furthermore, the revised standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. Other consequential amendments were made to IAS 7 Statement of Cash Flows, IAS 12 Income Taxes, IAS 21 The Effects of Changes in Foreign Exchange Rates, IAS 28 Investments in Associates and IAS 31 Interests in Joint Ventures.

 

The Group expects to adopt IFRS 3 (Revised) and IAS 27 (Revised) from 1 January 2010. The changes introduced by these revised standards must be applied prospectively and will affect the accounting of future acquisitions, loss of control and transactions with minority interests.

 

(g)        IFRS 9 Financial Instruments

 

IFRS 9 issued in November 2009 is the first part of phase 1 of a comprehensive project to entirely replace IAS 39 Financial Instruments: Recognition and Measurement. This phase focuses on the classification and measurement of financial assets. Instead of classifying financial assets into four categories, an entity shall classify financial assets as subsequently measured at either amortised cost or fair value, on the basis of both the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. This aims to improve and simplify the approach for the classification and measurement of financial assets compared with the requirements of IAS 39.

 

IAS 39 is aimed to be replaced by IFRS 9 in its entirety by the end of 2010. The Group expects to adopt IFRS 9 from 1 January 2013. In accordance with the transitional provisions of IFRS 9, the Group is not required to restate prior period amounts

 

(h)        IAS 24 (Revised) Related Party Disclosures

 

IAS 24 (Revised) clarifies and simplifies the definition of related parties. It also provides for a partial exemption of related party disclosure to government-related entities for transactions with the same government or entities that are controlled, jointly controlled or significantly influenced by the same government. The Group expects to adopt IAS 24 (Revised) from 1 January 2011 and the comparative related party disclosures will be amended accordingly. While the adoption of the revised standard will result in changes in the accounting policy, the revised standard is unlikely to have any impact on the related party disclosures as the Group currently does not have any significant transactions with government related entities.

 

(i)         Amendment to IAS 32 Financial Instruments: Presentation - Classification of Rights Issues

 

The IAS 32 Amendment revises the definition of financial liabilities such that rights, options or warrants issued to acquire a fixed number of the entity's own equity instruments for a fixed amount of any currency are equity instruments, provided that the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-derivative equity instruments. The Group expects to adopt the Amendment to IAS 32 from 1 January 2011. As the Group currently has no such rights, options or warrants in issue, the amendment is unlikely to have any financial impact on the Group.

 

(j)         Amendment to IAS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items

 

The IAS 39 Amendment addresses the designation of a one-sided risk in a hedged item, and the designation of inflation as a hedged risk or portion in particular situations. It clarifies that an entity is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. The Group expects to adopt the IAS 39 Amendment from 1 January 2010. As the Group has not entered into any such hedges, the amendment is unlikely to have any financial impact on the Group.

 



(k)        Amendments to IFRIC 14 Prepayments of a Minimum Funding Requirement

 

The IFRIC 14 Amendments remove an unintended consequence arising from the treatment of prepayments of future contributions in certain circumstances when there is a minimum funding requirement. The amendments require an entity to treat the benefit of an early payment as a pension asset. The economic benefit available as a reduction in future contributions is thus equal to the sum of (i) the prepayment for future services and (ii) the estimated future services costs less the estimated minimum funding requirement contributions that would be required as if there were no prepayments. As the Group has no defined benefit scheme, the amendments will not have any financial impact on the Group.

 

(l)         IFRIC 17 Distributions of Non-cash Assets to Owners

 

IFRIC 17 standardises practice in the accounting for non-reciprocal distributions of non-cash assets to owners. The interpretation clarifies that (i) a dividend payable should be recognised when the dividend is appropriately authorised and is no longer at the discretion of the entity; (ii) an entity should measure the dividend payable at the fair value of the net assets to be distributed; and (iii) an entity should recognise the difference between the dividend paid and the carrying amount of the net assets distributed in profit or loss. Other consequential amendments were made to IAS 10 Events after the Reporting Period and IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. While the adoption of the interpretation may result in changes in certain accounting policies, the interpretation is unlikely to have any material financial impact on the Group.

 

(m)       IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

 

IFRIC 19 addresses the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability. The interpretation clarifies that equity instruments issued to a creditor to extinguish a financial liability are consideration paid in accordance with IAS 39 Financial Instruments: Recognition and Measurement and the difference between the carrying amount of the financial liability extinguished, and the consideration paid, shall be recognised in profit or loss. The consideration paid should be measured based on the fair value of the equity instrument issued or, if the fair value of the equity instrument cannot be reliably measured, the fair value of the financial liability extinguished. As the Group has not undertaken such transactions, the interpretation is unlikely to have any material financial impact on the Group.

 

(n)        Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations - Plan to sell the controlling interest in a subsidiary

 

The amendments to IFRS 5 clarify that all assets and liabilities of a subsidiary shall be classified as held for sale if an entity has a sale plan involving loss of control of the subsidiary, regardless of whether the entity will retain a non-controlling interest. The Group expects to adopt the amendments from 1 January 2010. The changes must be applied prospectively and will affect future sale transactions or plans involving loss of control of a subsidiary.

 

(o)        Improvements to IFRSs 2009 issued in May 2009 sets out amendments to a number of IFRSs. The Group expects to adopt the amendments from 1 January 2010. There are separate transitional provisions for each standard. While the adoption of some of the amendments may result in changes in accounting policies, none of these amendments are expected to have a significant financial impact on the Group.

 

2          OPERATING SEGMENT INFORMATION

 

The Group's operating businesses are structured and managed separately, according to the nature of their operations and the services they provide. The Group has the following reportable operating segments:

 

(a)        the "airline operations" segment which comprises the provision of air passenger and air cargo services; and

 

(b)        the "others" segment which comprises the provision of aircraft engineering, ground services and other airline-related services.

 



In determining the Group's geographical segments, revenue is attributed to the segments based on the origin and destination of each flight. Assets, which consist principally of aircraft and ground equipment, supporting the entire worldwide transportation system, are mainly located in Mainland China. An analysis of assets of the Group by geographical distribution has therefore not been included.

 

Intersegment sales and transfers are transacted with reference to the selling prices used for sales made to third parties at the then prevailing market prices.

 

Operating segments

 

The following tables present the Group's consolidated revenue and profit information regarding the Group's operating segments in accordance with China Accounting Standards for Business Enterprises (the "CAS") for the years ended 31 December 2009 and 2008:

 

Year ended 31 December 2009

 


Airline

Operations

Others

Eliminations

Total


RMB'000

RMB'000

RMB'000

RMB'000






REVENUE





Sales to external customers

50,974,898

120,471

-

51,095,369

Intersegment sales

-

527,504

(527,504)

-


 

 

 

 






Total revenue

50,974,898

647,975

(527,504)

51,095,369


 

 

 

 






SEGMENT PROFIT

4,962,617

66,834

-

5,029,451


 

 

 

 

 

Year ended 31 December 2008

 


Airline

Operations

Others

Eliminations

Total


RMB'000

RMB'000

RMB'000

RMB'000






REVENUE





Sales to external customers

52,890,066

79,932

-

52,969,998

Intersegment sales

-

488,629

(488,629)

-


 

 

 

 






Total revenue

52,890,066

568,561

(488,629)

52,969,998


 

 

 

 






SEGMENT PROFIT/(LOSS)

(9,293,673)

144,593

-

(9,149,080)


 

 

 

 

 

The following tables present the segment assets, liabilities and other information of the Group's operating segments in accordance with CAS as at 31 December 2009 and 31 December 2008:

 


Airline

Operations

Others

Eliminations

Total


RMB'000

RMB'000

RMB'000

RMB'000






SEGMENT ASSETS










At 31 December 2009

105,239,001

2,367,196

(1,442,990)

106,163,207


 

 

 

 






At 31 December 2008

97,533,686

3,231,135

(1,865,742)

98,899,079


 

 

 

 

 



 


Airline

Operations

Others

Eliminations

Total


RMB'000

RMB'000

RMB'000

RMB'000






SEGMENT LIABILITIES










At 31 December 2009

82,653,223

991,531

(1,442,990)

82,201,764


 

 

 

 






At 31 December 2008

79,220,600

1,256,679

(1,865,742)

78,611,537


 

 

 

 

 

Other Information

 


Airline

Operations

Others

Eliminations

Total


RMB'000

RMB'000

RMB'000

RMB'000






Year ended 31 December 2009










Share of profits of associates and joint ventures

566,866

39,739

-

606,605

Gains from changes in fair value

2,759,580

-

-

2,759,580

Impairment losses in assets recognised in

   the income statement

161,161

86

-

161,247

Non-operating income

1,161,942

6,577

-

1,168,519

Non-operating expenses

66,595

462

-

67,057

Tax

328,945

7,468

-

336,413






Investment in associates and joint ventures

11,804,145

1,427,390

-

13,231,535






Capital expenditure

11,254,926

4,963

-

11,259,889

Depreciation and amortisation

6,900,911

12,576

-

6,913,487

 


Airline

Operations

Others

Eliminations

Total


RMB'000

RMB'000

RMB'000

RMB'000






Year ended 31 December 2008










Share of profits and losses of associates and

joint ventures

(1,273,306)

91,165

-

(1,182,141)

Loss from changes in fair value

(8,154,835)

-

-

(8,154,835)

Impairment losses in assets recognised in

the income statement

258,860

28

-

258,888

Non-operating income

357,312

6,687

-

363,999

Non-operating expenses

144,964

52

-

145,016

Tax

(1,606,739)

14,841

-

(1,591,898)






Investment in associates and joint ventures

6,126,152

1,196,331

-

7,322,483






Capital expenditure

15,494,464

6,682

-

15,501,146

Depreciation and amortisation

6,259,190

8,201

-

6,267,391

 



The following tables present the reconciliations of reportable segment revenue, profit/(loss), assets and liabilities to the Group's consolidated amounts under IFRS:

 


2009

2008


RMB'000

RMB'000




REVENUE



Total revenue for reportable segments

51,095,369

52,969,998

Business tax not included in segment revenue

(1,505,061)

(1,085,137)

Other income not included in segment revenue

1,168,656

442,604

Effects of differences between IFRS and CAS

634,227

580,696


 

 




Revenue for the year

51,393,191

52,908,161


 

 




PROFIT/(LOSS)



Total profit/(loss) for reportable segments

5,029,451

(9,149,080)

Effects of differences between IFRS and CAS

(175,217)

(106,742)


 

 




Profit/(loss) for the year

4,854,234

(9,255,822)


 

 

 


2009

2008


RMB'000

RMB'000




ASSETS



Total assets for reportable segments

106,163,207

98,899,079

Effects of differences between IFRS and CAS

1,755,815

1,502,145


 

 




Total assets

107,919,022

100,401,224


 

 

 


2009

2008


RMB'000

RMB'000




LIABILITIES



Total liabilities for reportable segments

82,201,764

78,611,537

Effects of differences between IFRS and CAS

1,762,791

1,333,181


 

 




Total liabilities

83,964,555

79,944,718


 

 

 



Geographical information

 

The following tables present the Group's consolidated revenue by geographical distribution for the years ended 31 December 2009 and 2008:

 

Year ended 31 December 2009

 


Mainland

China

Hong Kong,

Macau and

Taiwan

Europe

North

America

Japan and

Korea

Asia Pacific

and others

Total


RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000









Sales to external customers
   and total revenue

31,361,693

2,799,148

6,521,619

4,276,895

3,574,775

2,859,061

51,393,191


 

 

 

 

 

 

 

 

Year ended 31 December 2008

 


Mainland China

Hong Kong,

Macau and

Taiwan

Europe

North

America

Japan and

Korea

Asia Pacific

and others

Total


RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000









Sales to external customers and

    total revenue

27,272,415

3,559,564

8,971,139

5,708,150

4,205,811

3,191,082

52,908,161


 

 

 

 

 

 

 

 

Information about a major customer

 

There was no revenue from transactions with a single customer amounting to 10% or more of the Group's revenue.

 

3          AIR TRAFFIC REVENUE

 

Air traffic revenue comprises revenue from the airline operations business and is stated net of business tax. An analysis of the Group's air traffic revenue during the year is as follows:

 


Group


2009

2008


RMB'000

RMB'000




Passenger

42,695,432

43,352,020

Cargo and mail

5,396,211

7,184,675


 

 





48,091,643

50,536,695


 

 

 

Pursuant to the relevant business tax rules and regulations in Mainland China, the air traffic revenue for all domestic and international flights is subject to business tax at a rate of 3% during the year ended 31 December 2009 (all inbound international, Hong Kong and Macau regional flights are exempted from business tax during the year ended 31 December 2008). Business tax incurred and set off against air traffic revenue for the year ended 31 December 2009 amounted to approximately RMB1,467 million (2008: RMB1,047 million).

 



4          OTHER OPERATING REVENUE

 


Group


2009

2008


RMB'000

RMB'000




Aircraft engineering income

611,158

613,784

Ground service income

594,102

547,571

Air catering income

-

86,234

Government grants and subsidies:



   Refund of CAAC Infrastructure Development Fund

830,418

-

   Recognition of deferred income related to government grant

76,943

76,943

   Others

319,991

331,358

Service charges on return of unused flight tickets

198,103

186,002

Cargo handling service income

122,921

129,167

Sale of materials

22,611

20,415

Import and export service income

16,058

8,784

Training service income

15,775

23,955

Rental income:



   Aircraft and related equipment

23,535

14,952

   Others

26,237

24,974

Gain on disposal of property, plant and equipment, net

36,149

29,624

Others

407,547

277,703


 

 





3,301,548

2,371,466


 

 

 

5          EMPLOYEE COMPENSATION COSTS

 

An analysis of the Group's employee compensation costs, including the emoluments of Directors and Supervisors, is as follows:

 


Group


2009

2008


RMB'000

RMB'000




Wages, salaries and social security costs

5,992,568

5,424,748

Retirement benefit costs

629,189

439,733

Share-based benefits

5,651

(20,594)


 

 





6,627,408

5,843,887


 

 

 



6          PROFIT/(LOSS) FROM OPERATIONS

 

The Group's profit/(loss) from operating operations is arrived at after charging/(crediting):

 


Group


2009

2008


RMB'000

RMB'000




Auditors' remuneration

11,934

13,789

Depreciation

7,053,212

6,365,275

Impairment of property, plant and equipment

220,703

74,835

Loss on derecognition of property, plant and equipment

103,773

26,300

Amortisation of lease prepayments

40,045

28,656

Minimum lease payments under operating leases:



   Aircraft and related equipment

2,319,211

2,400,060

   Land and buildings

477,716

444,483

Impairment of aircraft held for sale

-

206,566

Impairment of inventories

18,360

36,135

Impairment of accounts receivable

15,758

653


 

 

 

7          FINANCE REVENUE AND FINANCE COSTS

 

An analysis of the Group's finance revenue and finance costs during the year is as follows:

 

Finance revenue

 


Group


2009

2008


RMB'000

RMB'000




Exchange gains, net

109,642

1,486,746

Interest income

24,410

97,389

Dividend income from available-for-sale investments

4,212

302

Gain on interest rate derivative contracts, net

1,356

-


 

 





139,620

1,584,437


 

 

 

Finance costs

 


Group


2009

2008


RMB'000

RMB'000




Interest on interest-bearing bank and other borrowings

1,074,544

1,531,015

Interest on finance leases

337,380

580,447

Loss on interest rate derivative contracts, net

-

255,630


 

 





1,411,924

2,367,092


 

 




Less: Interest capitalised

(213,641)

(317,779)


 

 





1,198,283

2,049,313


 

 

 

The interest capitalisation rates ranging from 0.8% to 7.0% (2008: 2.3% to 7.0%) per annum represent the cost of related borrowings during the year.

 



8          TAX

 

Under the relevant PRC Corporate Income Tax Law and the respective regulations, except for certain of the Company's subsidiaries and joint ventures, which are taxed at preferential rate of 20% (2008: 12.5% to 18%), the PRC entities within the Group are subject to corporate income tax at a rate of 25% (2008: 25%) during the year.

 

Hong Kong profits tax has not been provided as the Group had no assessable profits arising in Hong Kong during the year. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the territories/countries in which the relevant companies within the Group operate, based on existing legislation, interpretations and practices in respect thereof.

 

The determination of current and deferred income taxes was based on the enacted tax rates. Major components of income tax charge/(credit) are as follows:

 


Group


2009

2008


RMB'000

RMB'000




Current income tax - Mainland China:



   Provision for the year

51,578

38,121

   Overprovision in prior years

-

(541,865)


 

 





51,578

(503,744)


 

 




Deferred income tax

211,656

(1,106,906)


 

 




Income tax charge/(credit) for the year

263,234

(1,610,650)


 

 

 

The Group's share of tax credit attributable to associates amounting to RMB118,890,000 (2008: share of tax charge of RMB239,425,000) is included in the "Share of profits and losses of associates" on the face of the consolidated income statement.

 



A reconciliation of the tax expense applicable to profit or loss before tax at the statutory rate for Mainland China in which the Company and the majority of its subsidiaries are domiciled to the tax expense at the effective tax rate, and a reconciliation of the applicable rate (i.e., the statutory tax rates) to the effective tax rate, are as follows:

 


Group


2009


2008



RMB'000

%

RMB'000

%






Profit/(loss)before tax

5,066,285


(10,977,680)



 


 







Tax at the statutory tax rate

1,266,571

25.0

(2,744,420)

25.0

Tax effect of share of profits and losses of

   associates, net

(155,998)

(3.1)

295,815

(2.7)

Lower income tax rates enacted by other territories

29,159

0.6

28,038

(0.3)

Adjustment in respect of current income tax of

   previous periods

-

-

(142,802)

1.3

Income not subject to tax

(20,005)

(0.4)

(134,807)

1.3

Expenses not deductible for tax

30,270

0.6

35,333

(0.3)

Tax losses recognised from previous periods

-

-

(19,511)

0.2

Deductible temporary differences and tax losses

   not recognised

60,467

1.2

1,071,704

(9.8)

Utilisation of deductible temporary differences

   not recognised in previous periods

(947,230)

(18.7)

-

-


 

 

 

 






At the Group's effective income tax rate

263,234

5.2

(1,610,650)

14.7


 

 

 

 

 

As at 31 December 2009, there was no significant unrecognised deferred tax liability (2008: Nil) for taxes that would be payable on the unremitted earnings of certain of the Group's subsidiaries and joint ventures as the Directors of the Company have no intention to request remittance of any significant amount of earnings to the Company in the foreseeable future.

 

There are no income tax consequences attaching to the payment of dividends by the Company to its shareholders.

 

9          PROFIT/(LOSS) ATTRIBUTABLE TO OWNERS OF THE PARENT

 

The consolidated profit attributable to owners of the parent for the year ended 31 December 2009 includes a profit of approximately RMB4,204 million (2008: a loss of RMB8,375 million), which was arrived at after deducting dividend income received from subsidiaries, joint ventures and associates aggregating approximately RMB4 million (2008: RMB159 million) from the Company's total comprehensive income of approximately RMB4,208 million (2008: total comprehensive loss of RMB8,216 million) that has been dealt with in the financial statements of the Company.

 

10        APPROPRIATIONS

 


Company


2009

2008


RMB'000

RMB'000

Proposed final dividend - Nil



   (2008: Nil)

-

-


 

 

 

(a)        No proposed final dividend has been proposed for 2009 (2008: Nil).

 



(b)        Under the PRC Company Law and the Company's articles of association, profit after tax as reported in the PRC statutory financial statements can only be distributed as dividends after allowances 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 CAS. 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 capitalised 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 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 profit after tax of the Company for the purpose of dividends payment is based on the lesser of (i) the profit determined in accordance with CAS; and (ii) the profit determined in accordance with IFRSs.

 

11        EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

 

The calculation of basic earnings per share for the year ended 31 December 2009 is based on the profit attributable to equity holders of the Company for the year ended 31 December 2009 of approximately RMB4,854 million, and the weighted average number of ordinary shares of 11,836,742,055 in issue during the year, as adjusted to reflect the weighted average number of treasury shares held by Cathay Pacific Airways Limited ("Cathay") through reciprocal shareholding.

 

The calculation of basic loss per share for the year ended 31 December 2008 was based on the loss attributable to equity holders of the Company for the year ended 31 December 2008 of approximately RMB9,256 million, and the weighted average number of ordinary shares of 11,864,209,374 in issue during the year, as adjusted to reflect the weighted average number of treasury shares held by Cathay through reciprocal shareholding.

 

No adjustment has been made to the basic earnings/(loss) per share amounts presented for the years ended 31 December 2009 and 2008 in respect of a dilution as the Group had no potentially dilutive ordinary shares in issue during those years.

 

12        OTHER COMPREHENSIVE INCOME

 


2009

2008


RMB'000

RMB'000




Share of reserve movements of associates during the year



   Gains arising during the year

347,437

(227,830)

Less:   Reclassification adjustment upon disposal of subsidiaries

                and an associate

-

(5,377)


 

 





347,437

(233,207)


 

 

 



B.      Prepared under China Accounting Standards for Business Enterprises

 


2009

2008


RMB'000

RMB'000




Revenue from operations

51,095,369

52,969,998

Less:    Cost of operations

41,947,116

48,606,512

           Business taxes and surcharges

1,505,062

1,085,137

           Selling expenses

3,812,512

3,281,648

           General and administrative expenses

1,620,311

1,574,236

           Finance costs

1,205,931

375,713

           Impairment losses in assets

161,247

258,888

Add:    Gains/(loss) from changes in fair value

2,759,580

(8,154,835)

           Investment income/(loss)

610,449

(704,198)

           Including:     Share of profits and losses of associates    

              and joint ventures

606,605

(1,182,141)


 

 




Profit/(loss) from operations

4,213,219

(11,071,169)

Add:    Non-operating income

1,168,519

363,999

Less:    Non-operating expenses

67,057

145,016

           Including: Loss on disposal of non-current assets

55,545

14,549


 

 




Profit/(loss) before tax

5,314,681

(10,852,186)

Less: Tax

336,413

(1,591,898)


 

 




Net profit/(loss)

4,978,268

(9,260,288)


 

 




Net profit/(loss) attributable to equity holders of the Company

5,029,451

(9,149,080)


 

 




Minority interests

(51,183)

(111,208)


 

 




Earnings/(loss) per share (RMB)



   Basic and diluted

0.43

(0.77)


 

 




Other comprehensive income/(loss)

316,836

(783,259)


 

 




Total comprehensive income/(loss)

5,295,104

(10,043,547)


 

 




Attributable to:



   Equity holders of the Company

5,346,253

(9,929,399)


 

 




   Minority interests

(51,149)

(114,148)


 

 

 



 


31 December

31 December


2009

2008


RMB'000

RMB'000

ASSETS






CURRENT ASSETS



   Cash and bank balances

3,201,568

4,663,792

   Financial assets held for trading

-

253,406

   Bills receivable

2,489

1,604

   Accounts receivable

2,201,172

2,074,178

   Other receivables

492,007

1,110,524

   Prepayments

350,257

309,945

   Inventories

931,271

812,941


 

 




Total current assets

7,178,764

9,226,390


 

 




NON-CURRENT ASSETS



   Long term receivables

254,306

229,474

   Long term equity investments

13,235,575

7,326,523

   Fixed assets

69,147,527

66,244,815

   Construction in progress

11,731,131

10,887,225

   Intangible assets

2,576,301

2,563,887

   Goodwill

349,055

349,055

   Long term deferred expenses

138,105

141,601

   Deferred tax assets

1,552,443

1,930,109


 

 




Total non-current assets

98,984,443

89,672,689


 

 




Total assets

106,163,207

98,899,079


 

 

 



 


31 December

31 December


2009

2008


RMB'000

RMB'000

LIABILITIES AND SHAREHOLDERS' EQUITY






CURRENT LIABILITIES



   Short term loans

8,870,400

9,379,700

   Financial liabilities held for trading

2,274,627

7,727,918

   Bills payable

763,255

1,493,815

   Accounts payable

7,113,031

7,792,638

   Domestic air traffic liabilities

850,394

744,804

   International air traffic liabilities

1,583,959

1,517,530

   Receipts in advance

38,127

56,022

   Employee compensations payable

348,492

163,918

   Taxes payable

720,295

300,198

   Interest payable

303,154

303,066

   Other payables

2,224,083

3,031,546

   Non-current liabilities repayable within one year

11,304,489

10,186,078


 

 




Total current liabilities

36,394,306

42,697,233


 

 




NON-CURRENT LIABILITIES



   Long term loans

18,321,078

14,109,828

   Corporate bonds

9,000,000

3,000,000

   Long term payables

1,499,128

1,307,706

  Obligations under finance leases

15,366,476

16,480,784

   Accrued liabilities

94,438

112,754

   Deferred income

1,383,338

689,232

   Deferred tax liabilities

143,000

214,000


 

 




Total non-current liabilities

45,807,458

35,914,304


 

 




Total liabilities

82,201,764

78,611,537


 

 




SHAREHOLDERS' EQUITY



   Issued capital

12,251,362

12,251,362

   Capital reserve

10,823,906

11,676,739

   Reserve funds

1,563,914

1,563,914

   Retained earnings/(accumulated losses)

921,848

(4,107,603)

   Foreign exchange translation reserve

(1,638,158)

(1,610,522)


 

 




Equity attributable to equity holders of the Company

23,922,872

19,773,890




Minority interests

38,571

513,652


 

 




Total shareholders' equity

23,961,443

20,287,542


 

 




Total liabilities and shareholders' equity

106,163,207

98,899,079


 

 

 



C.      Effects of Significant Differences between IFRS and CAS

 

The consolidated income statement and consolidated statement of financial position set out in Section A were prepared in accordance with IFRS.

 

The effects of significant differences between the consolidated financial statements of the Group prepared under CAS and IFRS are as follows:

 


2009

2008


RMB'000

RMB'000




Net profit/(loss) attributable to the equity holders

   of the Company under CAS

5,029,451

(9,149,080)

Deferred tax

95,000

39,000

Additional depreciation from restatement of costs of fixed assets

(134,169)

(150,481)

Reversal of depreciation and amortisation arising on revaluation

7,170

278,195

Government grants

(22,315)

15,016

Effect of component accounting

(117,814)

(288,463)

Others

(3,089)

(9)


 

 




Net profit/(loss) attributable to the equity holders of the

   Company under IFRS

4,854,234

(9,255,822)


 

 

 


2009

2008


RMB'000

RMB'000




Equity attributable to the equity holders of the Company

   under CAS

23,922,872

19,773,890

Deferred tax

9,000

(86,000)

Restatement of costs of fixed assets

433,036

567,205

Reversal of revaluation of surplus

(326,550)

(333,720)

Government grants

(417,541)

(395,226)

Effect of component accounting

130,751

248,565

Others

164,328

168,138


 

 




Equity attributable to the equity holders of the Company

    under IFRS

23,915,896

19,942,852


 

 

 



2009 Review

 

In 2009, driven by the rapid recovery of China's economy and the gradual stabilisation of the international economy in the second half of 2009, the demand in China's domestic air passenger market soared. At the same time, both the air cargo market and the international air passenger market bottomed out and then rebounded. In response to the market changes, the Group proactively allocated its resources between the international and domestic markets so as to grasp market opportunities. While continuing to improve its flight safety and service quality, the Group made a turnaround following the loss in 2008, and its operating results hit a record high. In 2009, the Group realised profits attributable to equity holders of RMB4,854 million and earnings per share attributable to equity holders of RMB0.41, or profits before tax (net of the fair value gain or loss of fuel derivative contracts) of RMB2,308 million.

 

In 2009, to tap the rapidly growing demand in the domestic air passenger market, the Group allocated more resources to its domestic routes in a timely manner, and increased the annual domestic capacity to 57,525 million available seat kilometres and realized 44,140 million revenue passenger kilometres, representing an increase of 18.46% and 19.26%, respectively, as compared with the previous year. Meanwhile, in view of the weak demand in the international and regional markets, the Group's capacity allocations to these markets were reduced accordingly. During 2009, the Group allocated 35,707 million available seat kilometres to the international routes and realised 27,544 million revenue passenger kilometres, representing a decrease of 5.51% and 1.26%, respectively, as compared with the previous year. During 2009, the Group allocated 5,393 million available seat kilometres to the regional routes and realised 3,790 million revenue passenger kilometres, representing a decrease of 1.22% and 1.24%, respectively, as compared with the previous year. In 2009, the Group carried 41.28 million passengers with passenger load factor of 76.53%, representing an increase of 14.23% and 1.65 percentage points, respectively, as compared with the previous year.

 

During 2009, the Group put 6,507 million available freight tonne kilometres into its air cargo operations and realised 3.53 billion revenue tonne kilometres, and carried 974,000 tonnes of cargo and mail with a load factor of 54.23%, representing an increase of 2.38%, a decrease of 2.28%, 0.62% and 2.58 percentage points, respectively, as compared with the previous year, which is primarily attributable to the significant drop in cargo demand at the beginning of the year. During the second half of the year, the Group grasped the opportunity of the cargo market's apparent recovery and enhanced its profitability by the implementation of a range of proactive and effective initiatives such as network optimization, improved products and strengthened yield management, which resulted in the segment achieving a profit in 2009.

 

The Group recorded a net gain of RMB2,758 million for the year as a result of the sharp decline in fair value loss of the Group's fuel derivative contracts as at 31 December 2009 as compared with the end of 2008 due to the rebound of international oil price. Though the Group's total jet fuel cost dropped by 36% as compared with the previous year due to the decline in annual average oil price, its revenue from fuel surcharge decreased by 56.28% as compared with the previous year. In view of the upward oil price trend, jet fuel cost pressure remains huge for the Group.

 



While adjusting to the changing market conditions and striving to drive up its revenue, the Group improved its cost efficiency through balancing capacity deployment and market demand. The Group reduced fuel consumption and implemented the energy efficiency and emission reduction plans through a series of measures such as routes optimization and aircraft weight reduction. The Group strengthened its financing and debts restructuring in order to reduce financial costs. In addition, the Group strictly implemented a human resources plan adopted at the beginning of the year to achieve "zero growth in the total number of staff except for pilots and air crew" and controlled the increment in staff costs through productivity improvement. Thus, the Group managed to maintain its cost advantages over its peers.

 

The Group has maintained a strategy of prudence and steadiness in fleet expansion and has effectively controlled the expansion of fleet in response to the changing market conditions. In 2009, a total of 30 new aircraft were introduced, primarily comprising narrow-body aircraft such as A321/320 and B737-800. At the same time, 12 obsolete aircraft such as B767, B737-300/600 and B747-200F retired from the fleet. The flexibility in optimizing fleet composition and disposing of aircraft has placed the Group in a favorable position to respond to market changes and improve its operational efficiency.

 

The Group continued to execute its hub strategy and further enhanced its control over the hub markets. The market share of revenue passenger kilometres at Beijing Hub reached 52.2% while the market share at Chengdu Hub rose steadily, with transit passengers of Beijing Hub and Chengdu Hub increased by 34% and 74%, respectively, as compared with the previous year. The market share in Shanghai was stable with transit passengers increasing by 10% as compared with the previous year.

 

The Group continued to place an emphasis on service innovation by introducing seven express routes, including those from Beijing to Chengdu, from Beijing to Chongqing to provide more convenient services to passengers. The Group also launched new services, including the Business Travel Card, the Star Alliance Mileage Upgrade, Departure Mileage Upgrade and Mobile Phone Service to diversify the choices available to customers, and proceeded with "full-process service improvement plan" to achieve a comprehensive improvement in service quality.

 

In terms of market resources integration, the Group has set up Hubei branch and brought it into operation in an efficient manner, thereby creating a platform for the Group to expand in Central China and improve its route network. The Group has also set up the Shanghai branch in order to integrate its market resources in Eastern China and improve its competitiveness in that market. The Group increased its shareholding in Cathay Pacific to 29.99%, which reinforced the foundation for strategic collaboration between the Group and Cathay Pacific. The Group completed the acquisition of minority interest in Air China Cargo, making the subsequent launch of cargo joint venture possible.

 

In June 2009, the Group, with its brand valued at RMB31,723 million, ranked 25th among China's Top 500 Most Valuable Brands published by the World Brand Laboratory. In 2009, it was selected as one of "the 60 Most Influential Brands on China's League Table of Top 100 Enterprises for the 60th anniversary of the People's Republic of China" in December 2009.

 



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS

 

The following discussion and analysis are based on the Group's consolidated financial statements and its notes prepared in accordance with International Financial Reporting Standards ("IFRS") and are designed to assist the readers in understanding the information provided in this report further so as to better understand the financial performance of the Group as a whole.

 

Profit Analysis

 

In 2009, the Group's realised profit from operations was RMB5,501 million and profit attributable to equity holders of the Company was RMB4,854 million with a profit per share of RMB0.41. In 2008, the loss from operations was RMB9,807 million and the loss attributable to equity holders of the Company was RMB9,256 million with loss per share of RMB0.78.

 

The turnaround from loss to profit this year was mainly attributable to the rapid growth in demand from domestic air passenger market, the implementation of industry relevant responsive measures designed to cope with the financial crisis, the change in international jet fuel prices, and the adoption by the Group of effective operational management and cost control measures.

 

Turnover

 

In 2009, the Group's total turnover (net of business taxes and surcharges) was RMB51,393 million, a decrease of RMB1,515 million or 2.86% as compared with the previous year. Among which, air traffic revenue was RMB48,092 million, a decrease of RMB2,445 million or 4.84% from 2008, primarily due to the overall decreased demand from international air passenger and cargo markets caused by the global economic crisis. Other recorded operating revenue was RMB3,301 million, an increase of RMB930 million or 39.22% from last year, primarily attributed to a revenue refund of RMB830 million from CAAC Infrastructure Development Fund in the year.

 

Revenue Contribution by Geographical Segment

 


2009

2008

Change

(RMB'000)

Amount

Percentage

Amount

Percentage








Mainland China

31,361,693

61.02%

27,272,415

51.55%

14.99%

Hong Kong, Macau

   and Taiwan

2,799,148

5.45%

3,559,564

6.73%

(21.36%)

Europe

6,521,619

12.69%

8,971,139

16.96%

(27.30%)

North America

4,276,895

8.32%

5,708,150

10.79%

(25.07%)

Japan and Korea

3,574,775

6.96%

4,205,811

7.95%

(15.00%)

Asia Pacific and others

2,859,061

5.56%

3,191,082

6.02%

(10.40%)


 

 

 

 

 







Total

51,393,191

100.00%

52,908,161

100.00%

(2.86%)


 

 

 

 

 

 



Air Passenger Revenue

 

In 2009, the Group's realised air passenger revenue was RMB42,695 million, a decrease of RMB657 million from 2008. Among which, increase in traffic capacity and passenger load factor contributed to an increase in revenue of RMB3,218 million and RMB1,024 million respectively, while the decrease in passenger yield caused a RMB4,899 million decrease in revenue. The Group's 2009 traffic capacity, passenger load factor and revenue per seat kilometre are as follows:

 


2009

2008

Change





Available seat kilometres (million)

98,625

91,810

7.42%

Passenger load factor (%)

76.53

74.88

1.65 percentage

points

Yield per PRK (RMB)

0.57

0.63

(9.52%)

 

Air Passenger Revenue Contributed by Geographical Segment

 


2009

2008


(RMB'000)

Amount

Percentage

Amount

Percentage

Change







Mainland China

26,796,926

62.76%

23,498,230

54.20%

14.04%

Hong Kong, Macau

    and Taiwan

2,497,087

5.85%

2,872,176

6.63%

(13.06%)

Europe

4,619,598

10.82%

6,450,513

14.88%

(28.38%)

North America

3,180,237

7.28%

3,934,709

9.08%

(21.00%)

Japan and Korea

3,170,873

7.43%

3,664,419

8.45%

(13.47%)

Asia Pacific and others

2,502,711

5.86%

2,931,973

6.76%

(14.64%)


 

 

 

 

 







Total

42,695,432

100.00%

43,352,020

100.00%

(1.51%)


 

 

 

 

 

 

Air Cargo Revenue

 

In 2009, the Group's air cargo and mail revenue was RMB5,396 million, a decrease of RMB1,788 million from the previous year. Among which, increase in traffic capacity contributed to an increase in revenue of RMB171 million, while the decrease in cargo load factor and cargo yield caused a decrease in revenue of RMB334 million and RMB1,625 million respectively. The traffic capacity, cargo load factor and revenue per freight tonne kilometre of the cargo and mail operations in 2009 are as follows:

 


2009

2008

Change





Available freight tonne kilometres (million)

6,506.89

6,355.89

2.38%

Cargo load factor (%)

54.23

56.81

(2.58) percentage

points

Cargo yield per tonne kilometre (RMB)

1.53

1.99

(23.12%)

 



Air Cargo Revenue Contributed by Geographical Segment

 


2009

2008

Change

(RMB'000)

Amount

Percentage

Amount

Percentage








Mainland China

1,263,219

23.41%

1,402,720

19.52%

(9.95%)

Hong Kong, Macau

    and Taiwan

302,061

5.60%

687,388

9.57%

(56.06%)

Europe

1,902,021

35.25%

2,520,626

35.08%

(24.54%)

North America

1,168,658

21.66%

1,773,441

24.68%

(34.10%)

Japan and Korea

403,902

7.48%

541,392

7.54%

(25.40%)

Asia Pacific and others

356,350

6.60%

259,108

3.61%

37.53%


 

 

 

 

 







Total

5,396,211

100.00%

7,184,675

100.00%

(24.89%)


 

 

 

 

 

 

Operating Expenses

 

In 2009, the Group's operating expenses were RMB45,892 million, a decrease of 26.82% from RMB62,715 million of 2008. The breakdown of the operating expenses is set out below:

 


2009

2008

Change

(RMB'000)

Amount

Percentage

Amount

Percentage








Jet fuel costs

14,466,065

31.52%

22,613,935

36.06%

(36.03%)

(Gain)/loss on fair value

   changes of fuel

   derivative contracts

(2,758,224)

(6.01%)

7,899,205

12.59%

134.92%

Take-off, landing

   and depot charges

5,788,687

12.61%

5,538,092

8.83%

4.52%

Depreciation

7,051,272

15.36%

6,365,275

10.15%

10.78%

Aircraft maintenance,

   repair and overhaul costs

1,767,808

3.85%

1,804,416

2.88%

(2.03%)

Employee compensation

   costs

6,627,408

14.44%

5,843,887

9.32%

13.41%

Air catering charges

1,518,912

3.31%

1,443,855

2.30%

5.2%

Sales expenses

3,085,184

6.72%

2,602,904

4.15%

18.53%

Administration management

   expenses

1,016,051

2.21%

1,089,467

1.74%

(6.74%)

Other

7,329,072

15.99%

7,514,096

11.98%

(2.46%)


1,518,912

3.30%

 

 

5.20%







Total

45,892,235

100.00%

62,715,132

100.00%

(26.82%)


 

 

 

 

 

 

•        Jet fuel costs decreased by 36.03% to RMB14,466 million in 2009 as compared with RMB22,614 million in 2008. Jet fuel costs accounted for 31.52% of operating expenses in 2009 as compared with 36.06% in 2008. The sharp decrease in jet fuel costs was mainly attributable to the decrease in average fuel prices in 2009 as compared with the previous year.

 

•        In 2009, gains on fair value changes of fuel derivative contracts amounted to RMB2,758 million, which was RMB2,656 million lower than the recovery amount of RMB5,414 million in fair value due to settlement of fuel derivative contracts.

 



•        In 2009, take-off, landing and depot charges amounted to RMB5,789 million, an increase of RMB251 million or 4.52%, mainly due to the increase in the number of flights in 2009 as compared with 2008.

 

•        In 2009, depreciation expenses increased due to a larger number of planes owned and finance leased.

 

•        Aircraft maintenance, repair and overhaul costs were approximately the same as that incurred in 2008.

 

•        Employee compensation costs also increased in 2009 because of (i) increase in the number of employees in special posts such as pilots and flight crew, (ii) reform of flight crew compensation that started in March 2008 and (iii) expansion of operation scale.

 

•        Air catering charges increased primarily due to an increase in the number of passengers carried.

 

•        Sales expenses increased 18.53% from same time last year mainly because of the increase in commission paid to our ticket agents to cope with the sharp drop in international market demand and increasing competition.

 

•        Administrative management expenses decreased by 6.74% mainly due to strict control of daily administrative expenses.

 

•        Other operating expenses mainly included aircraft and engines operating lease expenses, civil aviation infrastructure construction fund and daily expenses arising from our core air traffic business not included in the aforesaid items.

 

Financial Revenue and Financial Costs

 

In 2009, the Group recorded an exchange gain of RMB110 million, a decrease of RMB1,377 million or 92.63% from last year primarily due to the US dollar value being more stable as compared to the rapid depreciation in the previous year. Interest expenses for the year amounted to RMB1,412 million, a RMB699 million decrease from last year because most of the Group's interest-bearing debt had floating interest rates and as LIBOR dropped, the interest expenses decreased.

 

Share of Profits and Losses of Associates

 

In 2009, the Group's share of profits of its associates was RMB624 million, compared with a loss of RMB1,184 million in 2008, mainly due to the RMB723 million in revenue from investment in Cathay Pacific recognised by way of equity accounting during this reporting period, whereas the Group recorded a loss in the investment in Cathay Pacific of RMB1,188 million in 2008.

 

Analysis of Assets Structure

 

As at 31 December 2009, the Group's total assets amounted to RMB107,919 million, an increase of 7.49% from last year, of which, current assets accounted for RMB8,551 million, representing 7.92% of total assets, while non-current assets accounted for RMB99,368 million, representing 92.08% of total assets.

 



Among the current assets, cash and cash equivalents were RMB2,707 million, a decrease of 9.39% from last year, whereas accounts receivable increased by 11.02% to RMB2,054 million as compared to 2008. Within non-current assets, the net book value of property, plant and equipment was RMB75,045 million, a 4.49% increase from last year.

 

Assets Mortgage

 

As at 31 December 2009, the Group, pursuant to certain bank loans and finance lease agreements, mortgaged: (i) certain aircraft and premises with an aggregate net book value of approximately RMB37,113 million (compared with RMB35,336 million as at 31 December 2008), (ii) a number of shares in its associated companies with market value of approximately RMB5,161 million (compared with approximately RMB3,071 million as at 31 December 2008), and (iii) land use rights with a net book value of approximately RMB35 million (compared with approximately RMB36 million as at 31 December 2008). At the same time, the Group has approximately RMB565 million (compared with approximately RMB1,746 million as at 31 December 2008) in bank deposits pledged as partial security in respect of certain bank loans, operating leases and financial derivatives of the Group.

 

Capital Expenditure

 

In 2009, the Company's capital expenditure amounted to an aggregate of RMB13,838 million, of which the total investment in aircraft and engines was RMB7,045 million, including prepayment of RMB3.2 billion for the purchase of aircraft for 2010 and on.

 

Other capital expenditure amounted to RMB6,793 million, mainly used for flight simulator purchases and modification, aircraft modification, high-cost parts and components used in aircraft, Air China flight training base, Chengdu Shuangliu Airport environmental upgrade, SOC peripherals and training, Beijing ground service station equipment, equity and capital increase project of Sichuan Snecma Aero-engine Maintenance Co., Ltd., Shanghai ground service joint venture company (上海地服合資公司) project, air cargo joint venture company (航空貨運合資公司) project, and increase in shareholding in Cathay Pacific.

 

Equity Investment

 

As at 31 December 2009, the Group's aggregate amount of equity investment in its associates was RMB12,187 million, an increase of 94.33% as compared with the previous year. Among which, the investments in Cathay Pacific and Shandong Airlines were RMB11,246 million and RMB494 million respectively, representing profits of RMB4,286 million and RMB212 million respectively for 2009.

 

Debt Structure Analysis

 

For the year ended 31 December 2009, the Group's total liabilities was RMB83,965 million, representing an increase of 5.03% from last year, of which current liabilities were RMB37,199 million and non-current liabilities were RMB46,766 million, representing 44.3% and 55.7% of total liabilities respectively.

 

Of the current liabilities: payable derivative financial instruments were RMB2,275 million, a decrease of RMB5,453 million as compared to 2008; interests-bearing debt (including bank and other loans, obligations under finance leases and bills payable) amounted to RMB21,378 million, a 2.70% increase from 2008; other advances and payables amounted to RMB13,546 million, a 4.48% decrease from 2008.

 



Of the non-current liabilities, interests-bearing debt (including bank and other loans, corporate bonds and obligations under finance leases) represented RMB42,687 million, a 26.21% increase from 2008.

 

Commitments and Contingent Liabilities

 

The Group's capital commitment as at 31 December 2009 was RMB62,037 million, representing a significant decrease as compared with RMB70,279 million recorded as at 31 December 2008, primarily used for the purchase of certain aircraft and relevant flight equipment to be delivered in the coming years and for the construction of certain properties. The Group had operating lease commitments of RMB14,052 million, representing an increase of 3.5% as compared to 2008, primarily used for leasing aircraft, office premises and related equipments. The Group had investment commitment of RMB51 million, approximately on the same level as at 31 December 2008.

 

As at 31 December 2009, the Group's contingent liabilities in respect of guarantees to bank loans provided to its associates were RMB131 million. Details of the Group's contingent liabilities are set out in note 50 to the Group's 2009 financial statements.

 

Gearing Ratio

 

As at 31 December 2009, the Group's gearing ratio (total liabilities divided by total assets) was 77.8%, a 1.82 percentage point decrease from the recorded 79.63% as at 31 December 2008. This was primarily attributable to the greater profits recorded in the year, which increased shareholders' equity from RMB20,457 million as at 31 December 2008 to RMB23,954 million as at 31 December 2009. Considering that the prevailing gearing ratios of air carriers in the aviation industry were at a relatively high level, the Group continues to maintain the relatively better position in the domestic industry in terms of gearing ratio. The Group's long-term insolvency risks are also within control.

 

Working Capital and its Sources

 

As at 31 December 2009, the Group's net current liabilities (current liabilities minus current assets) were RMB28,648 million, a decrease of RMB3,660 million as compared to 2008. The current ratio, which represents current assets divided by current liabilities, was 0.23, representing one percentage point decrease from 0.24 as at 31 December 2008. The decrease in net current liabilities was mainly due to the decrease in the Group's current liabilities.

 

The Group met its working capital needs mainly through its operating activities and external financing activities. In 2009, the Group's net cash inflow from operating activities was RMB5,465 million, an increase of 9.43% from RMB4,994 million in 2008. This was primarily attributable to a drop in jet fuel costs which led to a decrease in cash outflow on purchase of jet fuel as compared to the previous year. Net cash outflow from investment activities was RMB12,666 million, representing an increase of 75.87% from RMB7,202 million in 2008, primarily due to the RMB6,335 million cash payment for purchase of Cathay Pacific shares in 2009. The Group recorded net cash inflow from financing activities was RMB6,948 million, representing an increase of RMB4,078 million from RMB2,870 million in 2008, primarily due to higher cash inflow from borrowings in 2009 as compared to 2008. In 2009, the Group's balance of cash and cash equivalents was RMB2,676 million, a decrease of approximately RMB273 million from last year. The Group obtained bank facilities with an aggregate maximum amount of RMB84,148 million from a number of banks in the PRC, of which approximately RMB32,692 million was utilised, enough to meet working capital demand and future capital commitments.

 



Objectives and Policies of Financial Risk Management

 

The Group is exposed to the risk of fluctuations in jet fuel prices in its daily operation. International jet fuel prices have historically, and will continue to be, subject to market volatility and fluctuations in supply and demand. The Group's strategy for managing jet fuel price risk aims to protect itself against sudden and significant price increases. The Group has been engaging in fuel hedging transactions since March 2001. The hedging instruments used were mainly derivatives of Singapore Kerosene together with Brent crude oil and New York crude oil, which are closely linked to the price of jet fuel. Considering the high volatility of international fuel prices and its high impact on the Company's cost, the Company will continue to utilise the hedging instruments to manage and control the risk in relation to rising fuel prices.

 

For the year ended 31 December 2009, the Group's total amount of interest-bearing debt was RMB64,065 million, accounting for 76.30% of the Group's total liabilities, of which most were foreign debt and mainly denominated in US dollars, Hong Kong dollars and Japanese Yen. In addition, the Group also had sales revenue and expense denominated in foreign currencies. The Group endeavoured to minimise any risks related to interest rates and exchange rates by adjusting the structure of interest rates and currency denomination of its debts, and by making use of financial derivatives.

 

OUTLOOK FOR 2010

 

Over the past year, the Group has withstood the severe tests of the market and further improved its abilities to cope with operation risks. Facing the market environment in 2010, we are aware that the rapid growth in domestic traffic capacity may lead to traffic overcapacity, and the growing traffic capacity input in China made by foreign airline companies who are optimistic about the PRC airline market, coupled with the slow recovery of sales the first class and business class sales, have and will put much pressure on the improvement of our operating results. The expansion in the Group's fleet and production scale calls for enhanced management. Furthermore, as compared with passengers' expectations, our service quality still has room for improvement and a fundamental enhancement in which requires us to make painstaking efforts. Looking ahead, we believe that we can deliver satisfactory operating results to our shareholders despite the challenging operating environment by taking advantage of the fast growth of the domestic market, leveraging the collaboration with our strategic partners and gradually strengthening our own operational capabilities in the international market with the concerted and dedicated efforts of all our staff.

 

SHARE CAPITAL

 

As at 31 December 2009, the total share capital of the Company was RMB12,251,362,273, divided into 12,251,362,273 shares with a par value of RMB1.00 each. The following table sets out the share capital structure of the Company as at 31 December 2009:

 

Category of Shares

Number of shares

Percentage of the

total share capital




A Shares

7,845,678,909

64.04%

H shares

4,405,683,364

35.96%


 

 




Total

12,251,362,273

100%


 

 

 



PURCHASE, SALE OR REDEMPTION OF SHARES

 

During the year ended 31 December 2009, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities.

 

CORPORATE GOVERNANCE

 

1.       Compliance with the Code on Corporate Governance Practices

 

The Company has complied with the code provisions set out in the Code on Corporate Governance Practices contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") throughout the year of 2009.

 

2.       Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers

 

The Company has adopted and established a code of conduct on no less exacting terms than the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 of the Listing Rules. Having made specific enquiry by the Company, all directors and supervisors have confirmed their compliance with the required standards of the Model Code throughout the period of 2009.

 

DIVIDENDS

 

Although the Group recorded retained profits in the consolidated financial statements of 2009, the Company still recorded accumulated losses in its financial statements and therefore, in accordance with the relevant PRC laws and regulations, the Company does not have profits to distribute to its shareholders for year 2009. For that reason, the Board of the Company does not recommend the payment of any final dividend in respect of the year ended 31 December 2009. The relevant resolution will be proposed for the approval of the shareholders at the 2009 annual general meeting of the Company.

 

PRE-EMPTIVE RIGHTS

 

Neither the articles of association of the Company nor the laws of the PRC provide for any preemptive rights requiring the Company to offer new shares to its existing shareholders in proportion to their existing shareholdings.

 

SERVICE CONTRACTS OF THE DIRECTORS

 

Each of the directors was appointed by the Company for a term of not more than three years and shall end upon the third session of the Board of Directors being elected.

 

None of the directors has any existing or proposed service contract with any member of the Group which is not expiring or terminable by the Group within one year without payment of compensation (other than statutory compensation).

 



ANNUAL REPORT

 

The Annual Report for the year ended 31 December 2009 containing all information required by Appendix 16 of the Listing Rules will be despatched to shareholders and will be published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) as well as the website of the Company (www.airchina.com.cn) in due course.

 

FORWARD-LOOKING STATEMENT

 

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 2009 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.

 

AUDIT AND RISK CONTROL COMMITTEE

 

The 2009 annual results of the Company have been reviewed by the audit and risk control committee of the Board of Directors of the Company.

 


By order of the Board


Air China Limited


Huang Bin

Tam Shuit Mui


Joint Company Secretaries

 

Beijing, PRC, 22 April 2010

 

As at the date of this announcement, the Directors of the Company are Mr. Kong Dong, Ms. Wang
Yinxiang, Mr. Wang Shixiang, Mr. Cao Jianxiong, Mr. Christopher Dale Pratt, Mr. Chen Nan Lok,
Philip, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry*, Mr. Zhang Ke*, Mr. Jia Kang*
and Mr. Fu Yang*.

 

* Independent non-executive Director of the Company


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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