Interim Results

Air China Ld 31 August 2006 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss whatsoever 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: 753) ANNOUNCEMENT OF INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2006 The board of directors (the 'Board') of Air China Limited (the 'Company') announced the unaudited interim results of the Company, its subsidiaries and joint ventures (collectively, the 'Group') for the six months ended 30 June 2006, with comparative figures for the corresponding period of last year, as follows: FINANCIAL INFORMATION A. Prepared in accordance with International Financial Reporting Standards ('IFRSs') Unaudited Condensed Consolidated Income Statements Six months ended 30 June 2006 2005 RMB'000 RMB'000 Notes (Unaudited) (Unaudited) Air traffic revenue 3 18,394,962 15,602,712 Other operating revenue 4 1,535,945 1,335,820 Turnover 19,930,907 16,938,532 Operating expenses Jet fuel (7,063,679) (5,061,760) Take-off, landing and depot charges (2,415,696) (2,172,296) Depreciation (2,664,606) (2,456,709) Aircraft maintenance, repairs and overhauls (633,412) (548,508) Employee compensation costs (1,670,027) (1,413,632) Air catering charges (653,836) (610,343) Aircraft and engine operating lease expenses (950,835) (637,757) Other operating lease expenses (129,461) (118,011) Other flight operation expenses (1,664,662) (1,572,899) Selling and marketing expenses (861,264) (692,452) General and administrative expenses (330,164) (256,820) Total operating expenses (19,037,642) (15,541,187) Profit from operations 5 893,265 1,397,345 Finance revenue 6 568,853 267,467 Finance costs 6 (909,473) (903,392) Share of profits less losses from associates 107,837 151,301 Profit before tax 660,482 912,721 Tax 7 (182,829) (270,329) Profit for the period 477,653 642,392 Attributable to: Equity holders of the parent 457,974 591,253 Minority interests 19,679 51,139 477,653 642,392 Dividend: Interim 8 - - Earnings per share attributable to equity holders of the parent: Basic 9 4.9 cents 6.3 cents Diluted 9 N/A N/A Unaudited Condensed Consolidated Balance Sheet 30 June 2006 31 December 2005 RMB'000 RMB'000 (Unaudited) (Audited) NON-CURRENT ASSETS Property, plant and equipment 50,142,552 47,190,728 Lease prepayments 1,060,388 1,072,066 Interests in associates 1,427,707 3,793,957 Advance payments for aircraft and related equipment 7,140,767 7,329,322 Due from CNAHC 481,813 531,813 Deposits for aircraft under operating leases 257,786 222,945 Available-for-sale investments 22,266 22,266 Deferred tax assets 347,330 498,371 60,880,609 60,661,468 CURRENT ASSETS Financial assets 261,859 127,659 Trade receivables 2,727,769 2,764,475 Inventories 1,010,442 851,315 Prepayments, deposits and other receivables 1,103,651 762,435 Pledged deposits 186,747 176,575 Non-pledged deposits with maturity of more than three months when acquired 7,620 97,375 Asset held for sale 2,616,362 - Cash and cash equivalents 2,366,573 2,248,386 Due from CNAHC 299,738 474,216 Due from other CNAHC group companies 47,207 38,039 10,627,968 7,540,475 TOTAL ASSETS 71,508,577 68,201,943 CURRENT LIABILITIES Financial liabilities (25,149) (1,791) Trade payables (4,990,313) (4,601,364) Bills payable (773,485) (327,937) Other payables and accruals (3,417,799) (4,168,435) Dividends payable to CNAHC and CNACG (147,905) - Provision for major overhauls (54,417) (18,721) Air traffic liabilities (1,821,388) (1,476,619) Tax payable (14,937) (421,077) Obligations under finance leases (2,149,297) (1,954,873) Bank and other loans (12,580,815) (10,401,170) Due to CNAHC and CNACG (133,680) (133,680) Due to other CNAHC group companies (32,728) (40,471) (26,141,913) (23,546,138) NET CURRENT LIABILITIES (15,513,945) (16,005,663) TOTAL ASSETS LESS CURRENT LIABILITIES 45,366,664 44,655,805 NON-CURRENT LIABILITIES Obligations under finance leases (8,444,754) (8,078,671) Bank and other loans (12,898,148) (12,822,879) Long term payables (315,359) (352,880) Deferred income (987,438) (1,025,910) Provision for major overhauls (775,355) (635,718) Provision for early retirement benefits obligations (182,026) (189,141) (23,603,080) (23,105,199) NET ASSETS 21,763,584 21,550,606 Represented by: EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Issued share capital 9,433,211 9,433,211 Reserves 10,873,630 10,659,030 20,306,841 20,092,241 MINORITY INTERESTS 1,456,743 1,458,365 TOTAL EQUITY 21,763,584 21,550,606 NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES Air China Limited (the 'Company') was incorporated as a joint stock limited company in Beijing, the People's Republic of China (the 'PRC' or 'Mainland China'), on 30 September 2004. The Company's H shares are listed on The Stock Exchange of Hong Kong Limited (the 'Hong Kong Stock Exchange') and the London Stock Exchange. In the opinion of the directors, the Company's parent and ultimate holding company is China National Aviation Holding Company ('CNAHC'), a PRC state-owned enterprise under the supervision of the State Council. The unaudited condensed consolidated interim financial statements of the Company, its subsidiaries and joint ventures (the 'Group') have been prepared in accordance with International Financial Reporting Standards ('IFRSs') which comprise standards and interpretations approved by the International Accounting Standards Board, and International Accounting Standards ('IASs') and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee that remain in effect. In particular, the unaudited condensed consolidated interim financial statements of the Group comply with IAS 34 Interim Financial Reporting and the disclosure requirements of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange. The unaudited condensed consolidated interim financial statements of the Group have been prepared on a historical cost basis, except for the measurement at fair value of financial instruments in accordance with IAS 39 (amended 2004) Financial Instruments: Recognition and Measurement. The unaudited condensed consolidated interim financial statements do not include all the information and disclosures required in the audited annual financial statements, and should be read in conjunction with the Group's audited annual financial statements as at 31 December 2005. The principal accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements of the Group are materially consistent with those followed in the preparation of the audited annual financial statements of the Group for the year ended 31 December 2005, except for the adoption of the following new IFRSs and revised International Financial Reporting Interpretation Committee ('IFRIC Interpretation') which have become effective for accounting periods beginning on or after 1 January 2006. IAS 39 Amendment Cash Flow Hedge Accounting of Forecast Intragroup Transactions IAS 39 Amendment The Fair Value Option IAS 39 and IFRS 4 Amendments Financial Guarantee Contracts IFRIC - Int 4 Determining whether an Arrangement contains a Lease IAS 39 Amendment for cash flow hedges of forecast intragroup transactions permits the foreign currency risk of a highly probable intragroup forecast transaction to qualify as the hedged item in a cash flow hedge, provided that the transaction is denominated in a currency other than the functional currency of the entity entering into that transaction and that the foreign currency risk will affect the entity's financial statements. IAS 39 Amendment for the fair vale option restricts the use of options to designate any financial asset or financial liability to be measured at fair value through the income statement. IAS 39 and IFRS 4 Amendments for financial guarantee contracts require that financial guarantee contracts are initially recognised at fair value and are subsequently measured at the higher of (i) the amount determined in accordance with IAS 37 'Provisions, Contingent Liabilities and Contingent Assets' and (ii) the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with IAS 18 'Revenue'. IFRIC - Int 4 provides guidance for determining whether an arrangement is, or contains, a lease that should be accounted for in accordance with IAS 17 'Leases'. The adoption of the above revised IFRSs and new IFRIC has no material impact on the Group's unaudited condensed interim consolidated financial statements. 2. SEGMENT INFORMATION The Group's operating businesses are structured and managed separately, according to the nature of their operations and the services they provide. Each of the Group's business segments represents a strategic business unit that offers services which are subject to risks and returns that are different from those of the other business segments. Currently, the Group's business segment information is divided into the following four business segments: (a) the airline operations segment comprises the provision of air passenger and air cargo services; (b) the engineering services segment comprises the provision of aircraft engineering services which include aircraft maintenance, repair and overhaul services; (c) the airport terminal services segment comprises the provision of ground services which include check-in service, boarding service, premium class lounge service, ramp service, luggage handling service, loading and unloading services, cabin cleaning and transit services; and (d) the 'others' segment comprises the provision of air catering services and other airline-related services. 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. Business segments An analysis of the Group's revenue and operating results by business segment for the six months ended 30 June 2006 is as follows: Airport Airline Engineering terminal operations services services Others Eliminations Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUE Sales to external customers 19,385,010 203,968 218,827 123,102 - 19,930,907 Intersegment sales - 343,730 - 38,224 (381,954) - Total revenue 19,385,010 547,698 218,827 161,326 (381,954) 19,930,907 PROFIT FROM OPERATIONS Segment results 728,568 68,191 77,539 18,967 - 893,265 An analysis of the Group's revenue and operating results by business segment for the six months ended 30 June 2005 is as follows: Airport Airline Engineering terminal operations services services Others Eliminations Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUE Sales to external customers 16,569,472 131,518 131,484 106,058 - 16,938,532 Intersegment sales - 407,386 - 86,140 (493,526) - Total revenue 16,569,472 538,904 131,484 192,198 (493,526) 16,938,532 PROFIT FROM OPERATIONS Segment results 1,213,647 96,697 61,945 25,056 - 1,397,345 Geographical segments The following tables present the consolidated revenue by geographical segment for the six months ended 30 June 2006 and 30 June 2005: For the six months ended 30 June 2006 Asia Hong Kong/ North Japan/ Pacific, Domestic Macau Europe America Korea others Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 (Unaudited) (Unaudited) (Unaudited)(Unaudited)(Unaudited)(Unaudited) (Unaudited) REVENUE Sales to external customers and total revenue 10,759,364 1,285,141 2,476,880 1,594,705 2,116,483 1,698,334 19,930,907 For the six months ended 30 June 2005 Asia Hong Kong/ North Japan/ Pacific, Domestic Macau Europe America Korea others Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 (Unaudited) (Unaudited) (Unaudited)(Unaudited)(Unaudited)(Unaudited) (Unaudited) REVENUE Sales to external customers and total revenue 8,521,194 1,165,547 2,321,126 1,326,233 2,047,609 1,556,823 16,938,532 3. AIR TRAFFIC REVENUE Air traffic revenue comprises revenue from the airline operations business and is stated net of business tax. An analysis of air traffic revenue is as follows: Six months ended 30 June 2006 2005 RMB'000 RMB'000 (Unaudited) (Unaudited) Passenger 16,502,697 13,927,279 Cargo and mail 1,892,265 1,675,433 18,394,962 15,602,712 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 revenue 3% of air traffic revenue (all inbound international and Hong Kong and Macau regional flights are exempted from business tax) Other operating revenue 3% to 5% of other operating revenue PRC business tax incurred for the six months ended 30 June 2006 and 2005, netted against air traffic revenue amounted to approximately RMB428 million (unaudited) and RMB372 million (unaudited), respectively. 4. OTHER OPERATING REVENUE Six months ended 30 June 2006 2005 RMB'000 RMB'000 (Unaudited) (Unaudited) Bellyhold income from a joint venture 699,904 711,910 Aircraft engineering income 203,968 131,518 Ground services income 218,827 131,484 General aviation income 80,278 94,522 Air catering income 62,335 65,539 Government grants: (i) Recognition of deferred income 38,472 38,472 (ii)Others 57,551 9,676 Service charges on return of unused flight tickets 48,086 34,502 Cargo handling service income 29,444 33,005 Sale of materials 5,595 5,839 Import and export service income 10,880 5,974 Training service income 9,437 9,832 Aircraft and related equipment lease income 561 14,834 Gain on disposal of items of property, plant and equipment, net - 170 Others 70,607 48,543 1,535,945 1,335,820 5. PROFIT FROM OPERATIONS The Group's profit from operations is arrived at after charging: Six months ended 30 June 2006 2005 RMB'000 RMB'000 (Unaudited) (Unaudited) Loss on disposal of items of property, plant and equipment, net 9,021 - Derecognition of unamortised major overhaul costs in property, plant and equipment 71,427 222,000 Amortisation of lease prepayments 10,155 9,780 6. FINANCE REVENUE AND FINANCE COSTS Six months ended 30 June 2006 2005 RMB'000 RMB'000 (Unaudited) (Unaudited) Finance revenue Exchange gains, net 200,422 175,459 Interest income 30,338 37,006 Gains on fuel derivatives, net 338,093 55,002 568,853 267,467 Finance costs Interest expense 952,716 903,392 Less: Interest capitalized (43,243) - 909,473 903,392 The interest capitalisation rate represented the cost of capital from raising the related borrowings and is approximately 4.5% (2005: Nil) per annum. 7. TAX According to the PRC Enterprise Income Tax Law, the Company, its subsidiaries, joint ventures and associates established in the PRC are subject to enterprise income tax at rates ranging from 12% to 33% (2005: 15% to 33%) on their taxable income. Hong Kong profits tax has been provided at the rate of 17.5% (2005: 17.5%) on the estimated assessable profits arising in Hong Kong during the period. The determination of current and deferred income tax was based on enacted tax rates. Major components of income tax charge are as follows: Six months ended 30 June 2006 2005 RMB'000 RMB'000 (Unaudited) (Unaudited) Current income tax: Current income tax charge - Mainland China 25,115 50,204 - Hong Kong 6,673 4,604 Deferred income tax: Relating to origination and reversal of temporary differences 151,041 215,521 Income tax charge for the period 182,829 270,329 Share of tax attributable to joint ventures, which are accounted for in the Group's consolidated financial statements through proportionate consolidation, amounting to RMB21,307,000 (unaudited) (2005: RMB29,303,000 (unaudited)) is included in the income tax charge for the period. Share of tax attributable to associates amounting to RMB5,343,000 (unaudited) (2005: RMB20,746,000 (unaudited)) is included in the 'Share of profits less losses from associates' on the face of the unaudited condensed consolidated income statement. 8. DIVIDEND In accordance with the articles of association of the Company, the net profit after tax of the Company for the purpose of dividends payment is based on the lesser of (i) the net profit determined in accordance with the accounting principles and the financial regulations applicable in Mainland China; and (ii) the net profit determined in accordance with IFRSs. The proposed final dividend for the year ended 31 December 2005 was approved by the Company's shareholders on 12 June 2006. The board of directors of the Company does not recommend the payment of an interim dividend for the six months ended 30 June 2006 (six months ended 30 June 2005: Nil). 9. EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT The calculation of basic earnings per share for the six months ended 30 June 2006 is based on the net profit attributable to equity holders of the parent for the six months ended 30 June 2006 of approximately RMB457,974,000 (unaudited) and 9,433,210,909 ordinary shares in issue during the period. The calculation of basic earnings per share for the six months ended 30 June 2005 is based on the net profit attributable to equity holders of the parent for the six months ended 30 June 2005 of approximately RMB591,253,000 (unaudited), and the weighted average number of approximately 9,412,073,189 ordinary shares in issue during the period, as adjusted to reflect the new issue of 382,592,727 H shares on the exercise of the over-allotment options granted to international underwriters to subscribe for the Company's H shares during the period. Diluted earnings per share amounts for the six months ended 30 June 2006 and 30 June 2005 have not been disclosed because no diluting events existed during these periods. B. Prepared in accordance with PRC Accounting Rules and Regulations ('PRC GAAP') Consolidated Income statement Six months ended 30 June 2006 2005 RMB'000 RMB'000 (Unaudited) (Unaudited) Revenue from principal operations 20,865,759 17,642,197 Less: Costs of principal operations 17,548,251 14,772,687 Taxes and surcharges on principal operations 521,200 432,495 Profit from principal operations 2,796,308 2,437,015 Add: Profit from other operations 142,420 125,280 Less: Operating expenses 1,074,902 877,492 Administrative expenses 896,529 793,380 Finance costs 739,020 743,346 Profit from operations 228,277 148,077 Add: Non-operating income 25,025 21,696 Subsidy income 57,552 9,677 Investment income/(losses) (26,213) 103,822 Less: Non-operating expenses 35,598 33,156 Total profit 249,043 250,116 Less: Income tax 46,014 119,696 Minority interests 55,749 97,004 Net profit 147,280 33,416 Consolidated Balance Sheet 30 June 31 December 2006 2005 RMB'000 RMB'000 (Unaudited) (Audited) ASSETS Current assets: Cash and bank balances 2,818,507 2,744,162 Accounts receivable 2,930,808 3,063,390 Other receivable 1,283,497 869,164 Prepayments 84,480 36,284 Interest receivables - 1,016 Subsidy receivables 201,120 107,460 Inventories 1,230,633 1,090,692 Deferred expenses 100,312 114,729 Total current assets 8,649,357 8,026,897 Long-term investments: Long-term equity investments 2,314,902 2,316,815 Differences on equity investments 818,931 869,019 Long-term debt investments 48,509 48,995 Total long-term investments 3,182,342 3,234,829 Fixed assets: Fixed assets, at cost 58,518,430 54,173,359 Less: Accumulated depreciation 8,356,733 6,247,726 Net book value of fixed assets 50,161,697 47,925,633 Less: Provisions for impairment in fixed assets 60 60 Net book value of fixed assets after impairment50,161,637 47,925,573 Construction-in-progress 9,678,929 9,368,638 Total fixed assets 59,840,566 57,294,211 Intangible assets 497,063 506,023 Total assets 72,169,328 69,061,960 30 June 31 December 2006 2005 RMB'000 RMB'000 (Unaudited) (Audited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term loans 9,655,429 7,477,498 Bills payable 733,485 327,937 Accounts payable 5,321,738 5,003,444 Domestic air traffic liabilities 381,395 353,822 International air traffic liabilities 1,448,883 1,123,702 Receipts in advance 33,270 68,318 Wages payable 260,530 498,838 Welfare payable 202,088 217,804 Taxes payable 464,924 861,806 Other creditors 1,213,218 1,872,495 Dividend payable 147,905 - Other payables 401,565 365,419 Accrued expenses 827,232 810,299 CAAC Infrastructure Development Fund payable 119,341 120,595 Long-term liabilities due within one year 5,377,900 5,133,430 Total current liabilities 26,628,903 24,235,407 Long-term liabilities: Long-term loans 10,488,189 10,182,992 Corporate bonds 3,000,000 3,000,000 Long-term payables 1,058,261 953,097 Obligations under finance leases 8,444,754 8,078,671 Total liabilities 49,620,107 46,450,167 Minority interests 2,808,615 2,771,771 Shareholders' equity: Share capital 9,433,211 9,433,211 Capital reserve 8,505,439 8,505,379 Revenue reserve funds 362,884 362,884 Including: Statutory public welfare fund 101,371 101,371 Retained profits 1,505,198 1,582,711 Exchanges differences arising on retranslation of foreign currency denominated financial statements (66,126) (44,163) Total shareholders' equity 19,740,606 19,840,022 Total liabilities and shareholders' equity 72,169,328 69,061,960 Reconciliation of the Group's financial statements prepared in accordance with PRC GAAP and IFRS Reconciliation of net profit attributable to the Group under PRC GAAP and IFRS: Six months ended 30 June 2006 2005 RMB'000 RMB'000 (Unaudited) (Unaudited) Net profit attributable to the Group recorded in financial statements prepared under PRC GAAP 147,280 33,416 Deferred taxes (151,041) (215,521) Effect on adjustment of costs of fixed assets (82,171) (82,195) Effect of depreciation and amortisation arising on revaluation of assets 249,836 251,754 Effect of amortisation of differences on equity investment arising on investments in Hong Kong Dragon Airlines Limited ('Dragonair') and Jardine Airport Services Limited ('JASL') 22,308 22,307 Reversal of amortisation of differences on equity investment on other investments 17,830 17,830 Early retirement benefits 7,116 2,891 Government grant (307) 8,672 Capitalisation of major overhaul expenses of aircraft and engines 190,339 426,000 Others 56,784 126,099 Net profit attributable to the Group recorded in financial statements prepared under IFRS 457,974 591,253 Reconciliation of equity attributable to the Group under PRC GAAP and IFRS: 30 June 2006 31 December 2005 RMB'000 RMB'000 (Unaudited) (Audited) Equity of the Group attributable to the shareholders of the Company recorded in the financial statements prepared under PRC GAAP 19,740,606 19,840,022 Deferred taxes 347,330 498,371 Differences in net book value of fixed assets equipment 970,403 1,052,574 Effect of asset revaluation (1,660,317) (1,910,153) Unamortised differences on equity investments in Dragonair and JASL 759,378 737,071 Early retirement benefits (182,025) (189,141) Government grant (416,462) (416,155) Capitalisation of major overhaul expenses of aircraft and engines 498,397 311,058 Others 249,531 168,594 Equity of the Group attributable to the shareholders of the Company recorded in the financial statements prepared under IFRS 20,306,841 20,092,241 MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATING RESULTS AND FINANCIAL CONDITIONS Overview The first half of 2006 was a crucial period for the Company. Despite the adverse impact of the sustained surge in international jet fuel prices, the Company maintained its leading position in the domestic aviation industry and made substantial progress in strategic cooperation, broadening financing channels, planning construction of hubs and routes as well as internal operation, which laid solid foundation for the Company's further development and the realization of its strategic goals. In the first half of 2006, the Company and Air China Cargo totally completed 330,700 flight hours, representing an increase of 18.8% compared to the corresponding period last year; the daily utilization of aircraft was 10.4 hours, representing an increase of 0.2 hour compared to the corresponding period last year. Passenger traffic of 14.554 million persons and cargo and mail traffic of 383,499 tonnes, representing an increase of 15.6% and 12.6% respectively compared to the corresponding period last year, were also completed. Passenger load factor was 73.8%, representing an increase of 1.9 percentage points compared to the corresponding period last year. The cargo and mail load factor was 54%, representing an increase of 0.5 percentage point compared to the corresponding period last year. The Group generated revenue from air traffic businesses amounting to RMB18.395 billion, among which, revenue from passenger services was RMB16.503 billion, representing an increase of 18.5% compared to the corresponding period last year; revenues from cargo services was RMB1.892 billion, representing an increase of 12.9% compared to the corresponding period last year. Under the stern circumstances of sustained high oil price, the Company proactively took measures to enhance efficiency and save fuel and comprehensively conducted cost control management. The Company's current cost of traffic per tonne-kilometre is RMB0.5 below the average cost among other domestic airlines. In the first half of 2006, the Group generated profit of RMB458 million attributable to shareholders and sustained its leading position among domestic airlines. During the reporting period, the Company maintained a clean record of safe operation. The incident sign rate per 10,000 flight hours was 0.09 (while it was averagely 0.27 for the industry) and the material error rate per 10,000 flight hours was 0.27, which enable Air China to maintain a leading position in the industry in terms of safety. Consolidated Profit Attributable to Equity Holders of the Company and Profit from Operations For the six months ended 30 June 2006, profit attributable to equity holders of the Company amounted to RMB458 million, representing a decrease of 22.5% compared to the same period in 2005; profit from operations was RMB893 million, representing a decrease of 36.1% compared to the same period in 2005. The decreases in profit attributable to equity holders of the Company and profit from operations of the Group were mainly due to the rising jet fuel price. The unaudited condensed consolidated interim financial statements include the operating results of all subsidiaries of the Company. During the reporting period, the share of net profits from associates was RMB108 million, representing a decrease of 28.7% compared to the same period in 2005, primarily due to the decrease in profits from three associates, namely Dragonair, Shandong Aviation Group and Shandong Airlines. Profit Contribution by Business Segment For the six months ended 30 June 2006 2005 Change RMB'000 RMB'000 (%) Airline operations 728,568 1,213,647 -40.0 Engineering services 68,191 96,697 -29.5 Airport terminal services 77,539 61,945 25.2 Others 18,967 25,056 -24.3 Profit from operations 893,265 1,397,345 -36.1 Earnings Per Share For the six months ended 30 June 2006, the Group's earnings per share was RMB0.049, representing a decrease of 22.2% compared to RMB0.063 for the same period in 2005. This was mainly the result of a significant decrease in the consolidated profit attributable to equity holders of the Company compared to the same period last year due to the effect of rising jet fuel price. Operating Revenue For the six months ended 30 June 2006, the Group's operating revenue (including air traffic revenue and other operating revenue) was RMB19.931 billion, representing an increase of 17.7% compared to the same period in 2005. The increasing demand in the domestic aviation market and the continuous expansion of our transportation capacity made substantial contribution to the increase in revenue from our airline operations. Revenue from passenger services of the Group were subject to the seasonality of the aviation industry in the PRC. The peak season of the aviation industry falls between July and October each year with the highest demand for passenger services during that period. As such, the Group's revenue from passenger services in the second half of the year is generally higher than that in the first half. Revenue Contribution by Business Segment For the six months ended 30 June 2006 2005 Change RMB'000 RMB'000 (%) Airline operations 19,385,010 16,569,472 17.0 Engineering services 203,968 131,518 55.1 Airport terminal services 218,827 131,484 66.4 Others 123,102 106,058 16.1 Operating revenue 19,930,907 16,938,532 17.7 For the six months ended 30 June 2006, revenue from engineering services increased by 55.1%, primarily due to the increase in engineering work provided to external parties; and revenue from airport terminal services increased by 66.4%, which was primarily due to the change in the settlement method of ground services income in Beijing International Airport (from the previous revenue-sharing to franchise fee). Revenue Contribution by Geographical Segment For the six months ended 30 June 2006 2005 Change RMB'000 RMB'000 (%) Domestic 10,759,364 8,521,194 26.3 Hong Kong/Macau 1,285,141 1,165,547 10.3 Europe 2,476,880 2,321,126 6.7 North America 1,594,705 1,326,233 20.2 Japan/Korea 2,116,483 2,047,609 3.4 Asia Pacific, others 1,698,334 1,556,823 9.1 Operating revenue 19,930,907 16,938,532 17.7 The Group's operating revenue is mainly generated from airline operations and the increase of 17.7% of operating revenue in the first half of 2006 was mainly due to the significant increase of revenue from airline operations in the domestic market. Operating Expenses The operating expenses of the Group primarily comprise jet fuel costs, take-off, landing and depot charges, depreciation, aircraft maintenance, repair and overhaul expenses, employee compensation costs and air catering charges. For the six months ended 30 June 2006, the Group's operating expenses amounted to RMB19.038 billion, representing an increase of RMB3.496 billion or 22.5% compared to the same period in 2005. Rising jet fuel costs was the main reason for the increase in operating expenses. The rise in jet fuel costs was attributable to the increased fuel consumption and the substantial increase in jet fuel prices. The increase in aircraft maintenance, repair and overhaul expenses was attributable to the addition of 9 aircrafts by operating lease and significant increase in maintenance work. Principal Operating Expenses For the six months ended 30 June 2006 2005 Change RMB'000 RMB'000 (%) Jet fuel 7,063,679 5,061,760 39.5 Take-off, landing and depot charges 2,415,696 2,172,296 11.2 Depreciation 2,664,606 2,456,709 8.5 Aircraft maintenance, repairs and overhauls 633,412 548,508 15.5 Employee compensation costs 1,670,027 1,413,632 18.1 Air catering expenses 653,836 610,343 7.1 Analysis of Assets As at 30 June 2006, the Group had total assets of RMB71.509 billion, representing an increase of 4.8% from 31 December 2005, in which the current assets accounted for 14.9%, or RMB10.628 billion, while non-current assets accounted for 85.1%, or RMB60.880 billion. Among the current assets, cash and cash equivalents increased by 5.3% to RMB2.367 billion from 31 December 2005, while trade receivables amounted to RMB2.728 billion, which was similar to that of 31 December 2005. Among the non-current assets, properties, plant and equipment amounted to RMB50.143 billion, representing an increase of 6.3% from 31 December 2005. Assets Mortgage As at 30 June 2006, the Group mortgaged certain aircrafts and properties with an aggregate carrying amount of approximately RMB29.421 billion (compared with RMB26.958 billion as at 31 December 2005) pursuant to certain loan and lease agreements. Debt Structure of the Group (Unit: in RMB 100 million) Obligations under Bank borrowings finance leases 30 June 31 December 30 June 31 December 2006 2005 2006 2005 Repayable within 1 year 125.81 104.01 21.49 19.55 Repayable over 1 year 128.98 128.23 84.45 80.79 A significant portion of the Group's debts will fall due within one year. The Group expects to meet its liabilities with bank loans, internal resources and other resources as they fall due. The Group is not exposed to any insolvency risk. Part of the proceeds from the issuance of A Shares will be used to repay bank loans incurred for the payment of purchase price of aircrafts in previous periods, which can help optimizing the debt structure of the Group. Gearing Ratio As at 30 June 2006, the Group's gearing ratio, which represents total liabilities divided by total assets, was 69.6%, up 1.2 percentage point from 68.4% as at 31 December 2005. The proceeds from the issuance of A Shares will be beneficial to reduce the gearing ratio of the Group. Interest Expense For the six months ended 30 June 2006, interest expense of the Group slightly increased from RMB903 million in the same period last year to RMB909 million, which was approximate to that of the previous year. Interest Cover For the six months ended 30 June 2006, earnings before finance revenue and finance costs (including interest expense, interest income, exchange gains/losses and net gains on fuel derivatives), enterprise income taxes, share of profits less losses of associates and depreciation ('EBITDA') as computed under IFRS, divided by interest expense, was 3.9 times, compared to 4.3 times for the same period in 2005. The significant decrease in interest cover was attributable to the significant decrease in operating profit resulting in a drop in EBITDA. Capital Commitments and Contingent Liabilities As at 30 June 2006, capital commitments of the Group increased by 25.9% from RMB38.514 billion as at 31 December 2005 to approximately RMB48.498 billion, primarily due to commitments in the purchase of certain aircraft and relevant flight equipment to be delivered in the coming years, and for the construction of certain properties. Details about contingent liabilities are set out in note 20 of the unaudited condensed consolidated interim financial statements. Liquidity and Capital Resources The Group finances its working capital needs through cash inflows from operating activities and bank loans. Like many other airlines in the PRC, the Group has been operating with a net current liabilities position. As at 30 June 2006 and 31 December 2005, net current liabilities of the Group were RMB15.514 billion and RMB16.006 billion, respectively. The increase in net current liabilities was primarily due to an increase in bank loans. Capital Expenditure For the six months ended 30 June 2006, the capital expenditure of the Company amounted to RMB3.836 billion. The Company's total investment in aircraft was RMB3.223 billion, including a prepayment of RMB1.392 billion for purchasing aircrafts from 2006 onwards. The capital expenditure incurred for other investments was RMB613 million, which mainly involved the improvement of first class and business class cabins of certain aircrafts and other infrastructure investments projects such as Air China base project, ancillary projects of the No. 3 Terminal of Beijing International Airport as well as certain long-term external investment. Objective and Policy of Financial Risk Management 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. The Group's strategy for managing its jet fuel price risk aims to provide itself with protection against sudden and significant price increases. Subject to the applicable laws of the PRC, the Group started to engage in fuel hedging transactions in March 2001. The subjects of hedging instruments were mainly Singapore jet fuel and Brent crude oil derivatives that are closely linked to jet fuel. In the first half of 2006, the Group applied hedging to 39.4% of the spot jet fuel procured during the period, and the net gain on jet fuel derivatives was RMB338 million. The Group adopted 'natural immunity' method to achieve a matching structure of income and expenses by adjusting the proportion of its liabilities in foreign currencies. The Company will continue to avoid exposure to the risk of exchange rate fluctuation by adopting a strategy that matches the income and payment in certain principal currencies. In the first half of 2006, the Group's net exchange gains amounted to RMB200 million. Outlook for 2006 The Company will use its best efforts to actively achieve its strategic goals and fulfill its promise to the shareholders and become one of the most recognized mainstream airlines in the PRC, as well as being the leading airlines company in terms of value, profitability and international competitiveness. Despite the high pressure caused by the cost of jet fuel prices, along with the continuous development of China's economy and the rapid growth of aviation industry, the Company will continue to improve the Company's strategic positioning, operational workflow and internal management by means of strategic co-operation, cost control and operational efficiency improvement to keep the Company's healthy profitability. REPURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SECURITIES Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed securities of the Company in the first half of 2006. INTERIM DIVIDEND No interim dividend will be paid for the six months ended 30 June 2006. The undistributed profit will be accumulated for a one-off payment by year end. It is currently expected that the distribution ratio will range from 15% to 30% of the distributable profit. MATERIAL EVENTS On 22 May 2006, The Company entered into a memorandum of understanding with the Star Alliance, and formally declared its intention to join the Star Alliance and started to make comprehensive preparation to satisfy 57 conditions prior to joining the Star Alliance in the access period. On 8 June 2006, the Company, Cathay Pacific Airways Limited ('Cathay'), China National Aviation Company Limited ('CNAC Limited'), CITIC Pacific Limited ('CITIC Pacific') and Swire Pacific Limited ('SPAC') entered into a restructuring agreement, in respect of which a joint announcement was made. Pursuant to the agreement, the parties reached agreements in the following issues: SPAC and CITIC Pacific will sell approximately 40.13 million and approximately 359 million Cathay Shares to the Company at a price of HK$13.50 per share, respectively; Cathay will subscribe for approximately 1,179 million additional issued H shares of the Company at a price of HK$3.45 per share; Cathay will acquire 82.21% Dragonair Shares that Cathay did not hold at an aggregate price of HK$8.221 billion. Upon the completion of transactions, CNAC Limited will receive 289 million additional issued Cathay Shares and HK$433 million in cash. Upon the completion of the aforesaid transactions, the Company and CNAC Limited will directly hold shareholdings in Cathay as to 10.16% and 7.34%, respectively, by which the Company will become the substantial shareholder of Cathay. On 21 June 2006, the Company and CNAC jointly announced that after the completion of the abovementioned restructuring agreement, Air China will launch the privatisation of CNAC at a price of HK$2.80 in cash per CNAC share. If the privatisation is approved and implemented successfully, the Company will at most pay HK$3.227 billion for the privatisation, and CNAC will then become the Company's wholly owned subsidiary and be delisted. POST BALANCE SHEET EVENTS On 9 August 2006, the Company successfully issued 1,639,000,000 A shares of RMB2.8 each in mainland China, which were listed on the Shanghai Stock Exchange on 18 August 2006. CNAHC, the controlling shareholder of the Company, has undertaken that upon the listing and trading of A shares on Shanghai Stock Exchange and up to 31 December 2006, CNAHC will, subject to the market price of A shares falling below the issue price, increase its shareholding by acquiring shares through the secondary market at a price not lower than the then market price of A shares in accordance with relevant regulatory requirements so as to restore the price of A shares to the issue price and the accumulated increase in shareholding of CNAHC will not exceed 600 million A shares. On 17 August 2006, the China Securities Regulatory Commission granted a waiver to CNAHC in respect of its obligation to make a general offer arising from the abovementioned potential increase of shareholding. On 22 August 2006, the Company's extraordinary general meeting, foreign shareholders class meeting, and domestic shareholders class meeting passed the resolutions in connection with the afore-mentioned restructuring agreement in respect of restructuring of shareholdings among the Company, Cathay, CNAC, CITIC Pacific and SPAC, which will be implemented upon approval from the relevant authorities. On 29 August 2006, the Company successfully issued short-term commercial papers with an amount of RMB2 billion in Mainland China to institutional investors in the inter-bank bond market. The Company intends to use the proceeds from the above issuance for its working capital and to optimize its whole debt structure. 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 (the 'Code') contained in Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the 'Listing Rules') throughout the first half of 2006, except for the following deviations: Relevant code provision Deviation and considered reasons or subsequent compliance 1 Code provision A.1.3 The board of the Company notifies directors for requires, a prior notice board meetings 10 days before the date of the of at least 14 days meeting. The Company's above practice of notice shall be given to all of meeting is due to, according to PRC regulations, directors to attend a ten-day prior notice to directors is enough. regular board meetings. Artice 98 of the Company's Articles of Association was amended to allow board meetings (other than extraordinary board meetings) to be held with a 14-day prior written notice to all directors. The amendment to the Articles of Association was approved in the extraordinary general meeting held on 28 March 2006 and will become effective after relevant approval is obtained. 2 Code provision E.1.2 Mr. Li Jiaxiang, Our Chairman, had to attend the requires, among other signing ceremony for the Framework Agreement things, the chairman of with Boeing and was therefore unable to attend the board should attend the 2005 annual general meeting of the Company. the annual general meeting. 2. Compliance with the Model Code The Company adopted its own code of conduct regarding directors' securities transactions on terms no less exacting than the required standards set out in the Model Code. After having made specific enquiry, the Company confirms that all of its directors and supervisors have complied with the required standard set out in the Model Code contained in Appendix 10 to the Listing Rules throughout the first half of 2006. The Company's own code also applies to its supervisors and relevant employees. CNAC, which is a subsidiary of the Company listed in Hong Kong, confirms that all of its directors have complied with the required standard set out in the Model Code throughout the first half of 2006. DISCLOSURE REQUIRED BY HONG KONG STOCK EXCHANGE LISTING RULES In compliance with paragraph 46 of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Listing Rules'), the Company confirms that, save as disclosed herein, there has been no material change in the existing information regarding the Company in relation to those matters set out in paragraph 46(3) of Appendix 16 to the Listing Rules from the information in relation to the matters disclosed in the 2005 Annual Report of the Company REVIEW BY AUDIT COMMITTEE The audit committee of the Company has reviewed the interim report for the six months ended 30 June 2006 and the Company's unaudited condensed consolidated interim financial statements and the accounting policies and practices adopted by the Group. By order of the Board Air China Limited Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, 31 August 2006 As at the date of this announcement, the Directors of the Company are Messrs Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan*, Zhang Ke* and Jia Kang*. * Independent non-executive Director of the Company This information is provided by RNS The company news service from the London Stock Exchange
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