UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
   
o 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
   
þ 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20052007 
OR
   
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
   
o
 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report.....................report _____________
For the transition period from _________ to
Commission file number 1-14660
(CHINESE CHARACTERS)
 
(Exact name of Registrant as specified in its charter)
CHINA SOUTHERN AIRLINES COMPANY LIMITED
(Translation of Registrant’s name into English)
THE PEOPLE’S REPUBLIC OF CHINA
(Jurisdiction of incorporation or organization)
278 JI CHANG ROAD
GUANGZHOU
PEOPLE’S REPUBLIC OF CHINA, 510405
(Address of principal executive offices)

Mr. Xie Bing, 02086124462,
webmaster@csair.com and/or 02086659040
278 JI CHANG ROAD
GUANGZHOU
PEOPLE’S REPUBLIC OF CHINA, 510405

 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
   
Ordinary H Shares of par value
 
New York Stock Exchange, Inc.
RMB 1.00
RMB1.00 per share
  
represented by American
  
Depositary SharesReceipts
  
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
(Title of Class)
   
SEC 1852 (05-06) 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 2,200,000,000 ordinary Domestic Shares of par value RMB 1.00RMB1.00 per share and 1,174,178,000 ordinary H Shares of par value RMB 1.00RMB1.00 per share and 1,000,0001,000,000,000 ordinary A Shares of par value RMB 1.00RMB1.00 per share were issued and outstanding as of December 31, 2005.2007.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yesþ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yesþ No
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ YesoNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer oNon-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o
International Financial Reporting Standards þ
Other o
 as issued by the International Accounting 
Large accelerated filero
Standards Board Accelerated filerþNon-accelerated filero
 Indicate
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrantregistrant has elected to follow.
o Item 17þ o Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYesþ No
  



China Southern Airlines Company Limited

  
Page
FORWARD-LOOKING STATEMENTS1
INTRODUCTORY NOTE1
GLOSSARY OF AIRLINE INDUSTRY TERMS2
PART I
  
  Page
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 43
4
5
   
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE3
  
6ITEM 3. KEY INFORMATION3
 
Selected Financial Data3
  
Capitalization and Indebtedness6
 
6
6
9
6
  
10Risk Factors7
 
ITEM 4. INFORMATION ON THE COMPANY12
  10
13
12
  
Aircraft Acquisitions13
 
Capital Expenditure14
  
15Business Overview14
 
Organizational Structure33
  
15Property, Plant and Equipment34
 
ITEM 4A. UNRESOLVED STAFF COMMENTS36
  
31ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS36
 
Critical Accounting Policies36
  
32Recently Pronounced International Financial Reporting Standards37
 
Overview37
  33
34
35
38
  
36Operating Results39
 
Liquidity and Capital Resources44
  37
42
47
46
  
49ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.46
 
46
  
49Compensation52
i

Board Practices53
 
Employees54
  
49Share Ownership56
 
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS56
  
54Major Shareholders56
 
Related Party Transactions56
  54
54
54
56
56
56
56
62
  
60ITEM 8. FINANCIAL INFORMATION��62
 
60
62
  
60Significant Changes62
 
Legal Proceedings62
  
60Dividend Information62
 
ITEM 9. THE OFFER AND LISTING62
  
60Offer and Listing Details62
 
Plan of Distribution64
  
61Markets64
 
Selling Shareholders64
  
61Dilution64
 
the Issue64
  61
ITEM 10. ADDITIONAL INFORMATION 6264
62
62
62
62
62
62
66
67
67

2


    
A.Share Capital Page64
  68
B.Memorandum and Articles of Association 64
  68
C.Material Contracts 69
  68
D.Exchange Controls 70
  68
E.Taxation71
 
Dividends and Paying Agents75
G.Statement by Experts75
H.Documents on Display75
I.Subsidiary Information76
Comparison of New York Stock Exchange Corporate Governance Rules and China Corporate Governance Rules for Listed Companies76
  68
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6979
ii

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 7081
   
  
70 
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES81
  
70ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS81
 
ITEM 15. CONTROLS AND PROCEDURES 81
ITEM 16. RESERVED83
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT83
ITEM 16B. CODE OF ETHICS83
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES83
   
PART IIIITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE
 84
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS84
   
  
71 
ITEM 17. FINANCIAL STATEMENTS 7284
73
73
73
74
74
   
84
  74
ITEM 19. EXHIBITS 74
74
75
76
EX-4.1 FORM OF DIRECTOR'S SERVICE AGREEMENT
EX-4.2 FORM OF NON-EXECUTIVE DIRECTOR'S SERVICE AGREEMENT
EX-8 SUBSIDIARIES OF THE COMPANY
EX-12.1 SECTION 302 CERTIFICATION OF CHAIRMAN
EX-12.2 SECTION 302 CERTIFICATION OF PRESIDENT
EX-12.3 SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
EX-13.1 SECTION 906 CERTIFICATION OF CHAIRMAN
EX-13.2 SECTION 906 CERTIFICATION OF PRESIDENT
EX-13.3 SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER85

3



iii


FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements. These statements appear in a number of different places in this Annual Report. A forward lookingforward-looking statement is usually identified by the use in this Annual Report of certain terminology such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, “anticipates”, or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include statements regarding the outlook for the Company’s future operations, forecasts of future costs and expenditures, evaluation of market conditions, the outcome of legal proceedings (if any), the adequacy of reserves, or other business plans. You are cautioned that such forward-looking statements are not guarantees and involve risks, assumptions and uncertainties. The Company’s actual results may differ materially from those in the forward-looking statements due to risks facing the Company or due to actual facts differing from the assumptions underlying those forward-looking statements.
Some of these risks and assumptions, in addition to those identified under Item 3, “Key Information - Risk Factors,” include:

·general economic and business conditions, including changes in interest rates;

·prices and other economic conditions;

·natural phenomena;

·actions by government authorities, including changes in government regulation;regulations;

·the Company’s relationship with CSAHC;

·uncertainties associated with legal proceedings;

·technological development;

·future decisions by management in response to changing conditions;

·the Company’s ability to execute prospective business plans; and

·misjudgments in the course of preparing forward-looking statements.

The Company advises you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to the Company, the Group and persons acting on their behalf.
INTRODUCTORY NOTE
In this Annual Report, unless the context indicates otherwise, the “Company” means China Southern Airlines Company Limited, a joint stock company incorporated in China on March 25, 1995, the “Group” means the Company and its consolidated subsidiaries, and “CSAHC” means China Southern Air Holding Company, the Company’s parent company which holds a 50.3% controlling interest in the Company.
References to “China” or the “PRC” are to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan. References to “Renminbi” or “RMB” are to the currency of China, references to “U.S. dollars”, “$” or “US$” are to the currency of the United States of America (the “U.S.” or “United States”), and reference to “HK$” is to the currency of Hong Kong. Reference to the “Chinese Government” is to the national government of China. References to “Hong Kong” or “Hong Kong SAR” are to the Hong Kong Special Administrative Region of the People’s Republic of China. References to “Macau” or “Macau SAR” are to the Macau Special Administrative Region of the People’s Republic of China.
The Company presents its consolidated financial statements in Renminbi. The consolidated financial statements of the Company as offor the year ended December 31, 2004 and 20052007 (the “Financial Statements”) have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRS”IFRSs”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) promulgatedand interpretations issued by the International Accounting Standards Board. IFRS includes International Accounting Standards (“IAS”Standard Board (the “IASB”) and related interpretations. IFRS differs in certain significant respects from accounting principles generally accepted in the United States of.

4


America (“U.S. GAAP”). Information relating to the nature and effect of such differences is presented in Note 50 to the Financial Statements.
1

Solely for the convenience of the readers, this Annual Report contains translations of certain Renminbi amounts into U.S. dollars at the rate of US$1.00 = RMB8.0694,RMB7.3046, which is the average of the buying and selling rates as quoted by the People’s Bank of China at the close of business on December 31, 2005.2007. No representation is made that the Renminbi amounts or U.S. dollar amounts included in this Annual Report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. Any discrepancies in the tables included herein between the amounts listed and the totals are due to rounding.
In this Annual Report, unless the context indicates otherwise, the following terms shall have the respective meanings set forth below.

Capacity Measurements
  
   
“available seat kilometers” or “ASKs” the number of seats made available for sale multiplied by the kilometers flown
   
“available ton kilometers” or “ATKs” the number of tons of capacity available for the transportation of revenue load (passengers and cargo) multiplied by the kilometers flown
   
Traffic Measurements
  
   
“revenue passenger kilometers” or “RPKs” the number of revenue passengers carried multiplied by the kilometers flown
   
“cargo ton kilometers” the cargo load in tons multiplied by the kilometers flown
   
“revenue ton kilometers” or “RTKs” the load (passenger and cargo) in tons multiplied by the kilometers flown
   
Yield Measurements
  
   
“passenger yield” revenue from passenger operations divided by RPKs
   
“cargo yield” revenue from cargo operations divided by cargo ton kilometers
   
“average yield” revenue from airline operations (passenger and cargo) divided by RTKs
   
“ton” a metric ton, equivalent to 2,204.6 pounds
   
Load Factors
  
   
“passenger load factor” RPKs expressed as a percentage of ASKs
   
“overall load factor” RTKs expressed as a percentage of ATKs
   
“breakeven load factor” the load factor required to equate scheduled traffic revenue with operating costs assuming that total operating surplus is attributable to scheduled traffic operations
   
Utilization
  
   
“utilization rate” the actual number of flight hours per aircraft per operating day
2

Equipment
  
   
“rotables” aircraft parts that are ordinarily repaired and reused
   
“expendables” aircraft parts that are ordinarily used up and replaced with new parts

5



PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.
 
Not applicable.
 
Not applicable.
Selected Financial Data
 
The following tables present selected financial data of the Company as of and for each of the years in the five-year period ended December 31, 2005.2007. The selected dataconsolidated statement of consolidated statements of operations data for each of the years in the three-year period ended December 31, 20052007 and selected consolidated balance sheetssheet data as of December 31, 20042007 and 20052006, have been derived from the consolidated financial statements of the Company, including the related notes, included elsewhere in this Annual Report. The selected IFRS data of consolidated statementsstatement of operations data for the years ended December 31, 20012003 and 20022004 and IFRSselected consolidated balance sheetssheet data as of December 31, 2001, 20022005, 2004 and 2003 are derived from the Company’s audited consolidated financial statements that are not included in this Annual Report.
     The
Moreover, the selected financial data should be read in conjunction with our consolidated financial statements of the Companytogether with accompanying notes and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this Annual Report. Unless otherwise indicated, our consolidated financial statements are prepared and presented in accordance with IFRS.International Financial Reporting Standards, or IFRSs.
 With effect from January 1, 2005, in order to comply with IAS1 and IAS27, the Group has changed its accounting policy relating to the presentation of minority interests. In prior years, minority interests at the balance sheet date were presented separately from liabilities and equity in the consolidated balance sheet. Minority interests in the results of the Group for the year were also separately presented in the consolidated statements of operations as a deduction before arriving at the profit attributable to shareholders (the equity shareholders of the Company). Under the new policy, minority interests are presented as part of equity, separately from interests attributable to the equity shareholders of the Company. Minority interests in the results of the Group for the period are presented on the face of the consolidated statements of operations as an allocation of the total profit or loss for the period between the minority interests and the equity shareholders of the Company. These changes in presentation have been applied retrospectively with comparatives restated.
  
Year ended December 31, 
 
  
2007
US$
 
2007
RMB
 
2006
RMB
 
2005
RMB
 
2004
RMB
 
2003
RMB
 
Consolidated Statement of Operations Data:
 
(in million, except per share data)
 
    
Operating revenue  7,461  54,502  46,219  38,293  23,974  17,470 
Operating expenses  (7,256) (53,013) (45,907) (39,598) (23,065) (17,014)
Operating profit/(loss)  223  1,619  645  (1,337) 908  434 
Profit/(loss) before taxation  400  2,923  357  (1,853) 220  (511)
Profit/(loss) for the year  283  2,065  204  (1,846) 155  (187)
Profit/(loss) attributable to :               
Equity shareholders of the Company  256  1,871  188  (1,848) (48) (358)
Minority interests  27  194  16  2  203  171 
Basic and diluted earnings/(loss) per share  0.06  0.43  0.04  (0.42) (0.01) (0.09)
Basic and diluted earnings/(loss) per ADR  2.93  21.39  2.15  (21.12) (0.55) (4.68)
Cash dividends declared per share             
 In addition, with effect from January 1, 2005, the Group has changed its presentation of shares of affiliated companies and jointly controlled entities’ taxation in order to comply with IAS 1. In prior years, the Group’s share of taxation of affiliated companies and jointly controlled entities accounted for using the equity method was included as part of the Group’s income tax in the consolidated statements of operations. In accordance with the implementation guidance in IAS 1, the Group has changed the presentation and includes the share of taxation of affiliated companies and jointly controlled entities accounted for using the equity method in the respective shares of profit or loss reported in the consolidated statements of operations before arriving at the Group’s profit or loss before tax. These changes in presentation have been applied retrospectively with comparatives restated.
3

 Under IFRS, the purchase method of accounting was applied to account for the acquisition of the airline operations and certain related assets of China Northern Airlines Company (“CNA”) and Xinjiang Airlines Company (“XJA”) (“CNA/XJA Acquisitions”) (details of which are disclosed in “Item 4. Information on the Company — History and Development of the Company”) such that at December 31, 2004 only the acquired assets and liabilities are included inthe consolidated financial statements. The results of the acquired operations and their related cash flows was included in the consolidated financial statements of the Group beginning January 1, 2005. Under U.S. GAAP, such transaction is considered to be “a combination of entities under common control”. A combination of entities under common control is accounted for in a manner similar to a “pooling-of-interests”. Consequently, the assets and liabilities of CNA and XJA are reflected at their U.S. GAAP carrying values and the U.S. GAAP consolidated financial statements are restated to include the assets and liabilities of CNA and XJA, and their results of operations and cash flows for all periods presented. See Note 50 to the consolidated financial statements for the nature and effect of such differences and other significant differences related to the Group between IFRS and U.S. GAAP as of December 31, 2004 and 2005 and for each of the years in the three-year period ended December 31, 2005 and the condensed consolidated financial statements prepared and presented in accordance with U.S. GAAP for the relevant periods. The following information should be read in conjunction with, and is qualified in its entirety by, the Financial Statements of the Group.
                         
  Year ended December 31,
  2001 2002 2003 2004 2005 2005
  RMB RMB RMB RMB RMB US$
                 
  (in million, except per share data)
Income Statement Data:
                        
IFRS: (Restated) (Restated) (Restated) (Restated)        
Operating revenue  16,880   18,019   17,470   23,974   38,293   4,745 
Operating expenses  15,479   15,993   17,014   23,065   39,598   4,907 
Operating income/(loss)  1,401   2,026   456   909   (1,305)  (162)
Interest expense  (934)  (959)  (824)  (691)  (1,616)  (200)
Exchange gain/(loss), net  297   (176)  (164)  (59)  1,220   151 
Income/(loss) before taxation  788   1,130   (521)  220   (1,853)  (230)
Taxation (expense)/benefit  (313)  (389)  334   (65)  7   1 
Income/ (loss) for the year  475   741   (187)  155   (1,846)  (229)
Income/(loss) attributable to :                        
Equity shareholders of the Company  340   576   (358)  (48)  (1,848)  (229)
Minority interests  135   165   171   203   2    
Basic earnings/(loss) per share  0.10   0.17   (0.09)  (0.01)  (0.42)  (0.052)
Basic earnings/(loss) per ADS  5.04   8.53   (4.68)  (0.55)  (21.12)  (2.62)

6


                         
  Year ended December 31,
  2001 2002 2003 2004 2005 2005
  RMB RMB RMB RMB RMB US$
  (in million, except per share data)
Cash dividends declared per share     0.02             
U.S. GAAP:                        
Traffic revenue  23,615   24,854   24,897   33,235   37,419   4,637 
Other operating revenue  657   904   586   930   874   108 
Operating income/(loss)  1,584   1,948   366   1,877   (1,092)  (135)
Interest expense  (1,800)  (1,820)  (1,604)  (1,184)  (1,589)  (197)
Foreign currency exchange gain/(loss), net  532   (327)  (381)  (124)  1,220   151 
Income/(loss) before income taxes and minority interests  468   (145)  (1,549)  693   (1,574)  (193)
Income tax (expense)/benefit  (401)  (356)  536   (261)  46   4 
Minority interests  (97)  (154)  (127)  (193)  (2)   
Net (loss)/income  (30)  (655)  (1,140)  239   (1,530)  (189)
Basic (loss)/earnings per share  (0.009)  (0.194)  (0.298)  0.055   (0.350)  (0.043)
Basic (loss)/earnings per ADS  (0.432)  (9.706)  (14.876)  2.732   (17.489)  (2.172)
Cash dividend declared per share     0.02             
                         
  December 31,
  2001 2002 2003 2004 2005 2005
  RMB RMB RMB RMB RMB US$
  (in million)
Balance Sheet Data:
                        
IFRS: (Restated) (Restated) (Restated) (Restated)        
Cash and cash equivalents  2,818   3,771   2,080   3,083   2,901   360 
Other current assets  1,561   1,835   1,922   4,286   4,320   535 
Property, plant and equipment, net  22,352   26,921   28,536   46,841   54,266   6,725 
Total assets  30,653   37,188   39,062   62,383   71,402   8,848 
Notes payable, including current installments of long term notes payable  2,178   5,241   7,097   11,518   16,223   2,010 
Current installments of obligations under capital leases  1,452   1,567   1,298   2,144   3,373   418 
Notes payable, excluding current installments  3,628   5,835   4,522   11,935   12,740   1,579 
Obligations under capital leases, excluding current installments  7,692   6,632   5,543   9,599   12,459   1,544 
Total equity  10,600   11,130   13,569   13,903   11,936   1,479 
U.S. GAAP:                        
Cash and cash equivalents  4,384   4,772   2,999   3,083   2,901   360 
Other current assets  3,065   3,391   3,034   4,505   4,551   561 
Property, plant and equipment, net  35,676   40,277   41,012   46,202   53,759   6,662 
Total assets  48,456   54,860   58,610   65,144   74,906   9,283 
Notes payable, including current portion of long term notes payable  5,359   10,304   8,600   11,518   16,223   2,010 
Current installments of obligations under capital leases  2,428   2,591   2,368   2,106   3,401   421 
Notes payable, excluding current portion  8,856   9,179   8,634   11,935   12,740   1,579 
Obligations under capital leases, excluding current installments  14,167   13,333   13,849   11,975   14,807   1,835 
Net shareholders’ equity  7,315   6,796   13,098   11,169   9,639   1,194 
  
As of December 31,
 
  
2007
US$
 
2007
RMB
 
2006
RMB
 
2005
RMB
 
2004
RMB
 
2003
RMB
 
Consolidated Balance Sheet Data:
 
(in million)
 
            
Cash and cash equivalents  524  3,824  2,264  2,901  3,083  2,080 
Other current assets  680  4,966  4,419  4,320  4,286  1,922 
Property, plant and equipment, net  8,001  58,441  56,335  54,254  46,841  28,536 
Total assets  11,217  81,933  75,584  71,402  62,383  39,062 
Bank and other loans, including long-term bank and other loans due within one year  3,415  24,948  23,822  16,223  11,518  7,097 
Obligations under finance leases due within one year  394  2,877  3,091  3,373  2,144  1,298 
Bank and other loans, excluding balance due within one year  1,242  9,074  10,018  12,740  11,935  4,522 
Obligations under finance leases, excluding balance due within one year  1,760  12,858  12,307  12,459  9,599  5,543 
Total equity  2,014  14,712  12,121  11,936  13,903  13,569 

Selected Operating Data
 
The following selected operating data of the Group for the five years ended December 31, 20052007 have been derived from consolidated financial statements prepared in accordance with IFRSIFRSs and other data provided by the Group andwhich have not been audited.

The operating data and the profit analysis and comparison for other years below is calculated and disclosed in accordance with the statistical standards, which hashave been implemented since January 1, 2001. See “Glossary of Airline Industry Terms” at the front of this Annual Report for definitions of certain terms used herein.

7


                     
  Year ended December 31,
  2001 2002 2003 2004 2005
Capacity
                    
ASK (million)                    
— Domestic  31,393   33,753   32,590   41,330   72,107 
— Hong Kong and Macau  1,690   1,746   1,347   1,896   2,656 
— International  6,981   8,746   6,930   10,543   13,598 
Total  40,064   44,245   40,867   53,769   88,361 
ATK (million)                    
— Domestic  3,622   3,924   3,772   4,773   8,352 
— Hong Kong and Macau  185   193   150   211   315 
— International  1,317   1,798   1,999   2,462   2,842 
Total  5,124   5,915   5,921   7,446   11,509 
Kilometers flown (thousand)  234,051   258,379   249,068   324,827   539,844 
Hours flown (thousand)  365   405   385   501   846 
Number of landing and take-offs                    
— Domestic  183,651   194,776   191,460   243,410   394,069 
— Hong Kong and Macau  13,712   13,891   11,400   15,380   17,807 
— International  10,698   13,990   11,330   15,790   26,798 
Total  208,061   222,657   214,190   274,580   438,674 
Traffic
                    
RPK (million)                    
— Domestic  19,447   22,092   21,294   29,121   51,472 
— Hong Kong and Macau  1,060   1,081   778   1,203   1,549 
— International  4,550   5,767   4,315   6,872   8,902 
Total  25,057   28,940   26,387   37,196   61,923 
RTK (million)                    
— Domestic  2,217   2,532   2,424   3,206   5,571 
— Hong Kong and Macau  105   108   78   120   159 
— International  712   974   1,059   1,337   1,554 
Total  3,034   3,614   3,561   4,663   7,284 
Passengers carried (thousand)                    
— Domestic  16,499   18,535   18,259   25,002   39,545 
— Hong Kong and Macau  1,409   1,369   1,019   1,394   1,556 
— International  1,213   1,589   1,192   1,811   3,018 
Total  19,121   21,493   20,470   28,207   44,119 
Cargo and mail carried (tons)  398,000   470,000   464,000   545,000   775,000 
Load Factors
                    
Passenger load factor (RPK/ASK) (%)                    
— Domestic  61.9   65.5   65.3   70.5   71.4 
— Hong Kong and Macau  62.7   61.9   57.8   63.4   58.3 
— International  65.2   65.9   62.3   65.2   65.5 
Total  62.5   65.4   64.6   69.2   70.1 
Overall load factor (RTK/ATK) (%)                    
— Domestic  61.2   64.5   64.2   67.2   66.7 
— Hong Kong and Macau  56.8   55.8   52.2   56.9   50.4 
— International  54.1   54.2   53.0   54.3   54.7 
Total  59.2   61.1   60.1   62.6   63.3 
Breakeven load factor (%)  55.6   55.9   61.6   61.9   67.0 
                     
  Year ended December 31,
  2001 2002 2003 2004 2005
Yield
                    
Yield per RPK (RMB)                    
— Domestic  0.62   0.55   0.57   0.58   0.55 
— Hong Kong and Macau  1.06   0.98   0.96   0.92   0.77 
— International  0.41   0.42   0.47   0.46   0.56 
Total  0.60   0.54   0.57   0.57   0.55 
Yield per cargo and mail ton kilometers (RMB)  1.76   1.73   1.62   1.67   1.75 
4

8



                     
  Year ended December 31,
  2001 2002 2003 2004 2005
Yield per RTK (RMB)                    
— Domestic  5.83   5.21   5.40   5.53   5.30 
— Hong Kong and Macau  11.26   10.36   10.35   9.83   8.18 
— International  3.31   3.25   2.90   3.31   4.24 
Total  5.43   4.84   4.76   5.01   5.14 
Fleet
                    
— Boeing  91   102   108   137   140 
— Airbus  20   20   24   46   71 
— McDonnell Douglas           35   36 
— Others           13   14 
Total aircraft in service at period end  111   122   132   231   261 
Overall utilization rate (hours per day)  9.1   9.8   8.5   9.9   9.6 
Financial
                    
Operating cost per ASK (RMB)  0.39   0.36   0.42   0.43   0.45 
Operating cost per ATK (RMB)  3.02   2.70   2.87   3.10   3.44 

  
Year ended December 31,
 
Capacity
 
2007
 
2006
 
2005
 
2004
 
2003
 
ASK (million)  109,733  97,059  88,361  53,769  40,867 
ATK (million)  14,208  12,656  11,509  7,446  5,921 
Kilometers flown (thousand)  675,127  594,957  539,844  324,827  249,068 
Hours flown (thousand)  1,075  931  846  501  385 
Number of landing and take-offs  543,789  481,810  438,674  274,580  214,190 
Traffic
            
RPK (million)  81,727  69,582  61,923  37,196  26,387 
RTK (million)  9,250  8,071  7,284  4,663  3,561 
Passengers carried (thousand)  56,903  49,206  44,119  28,207  20,470 
Cargo and mail carried (tons)  872,000  819,000  775,000  545,000  464,000 
Load Factors
           
Passenger load factor (RPK/ASK) (%)  74.5  71.7  70.1  69.2  64.6 
Overall load factor (RTK/ATK) (%)  65.1  63.8  63.3  62.6  60.1 
Breakeven load factor (%)  64.8  64.9  67.0  61.9  61.6 
Yield
  
Yield per RPK (RMB)  0.61  0.60  0.55  0.57  0.57 
Yield per cargo and mail ton kilometers (RMB)  1.87  1.89  1.75  1.67  1.62 
Yield per RTK (RMB)  5.76  5.59  5.14  5.01  4.76 
Fleet
            
— Boeing  177  159  140  137  108 
— Airbus  119  103  71  46  24 
— McDonnell Douglas  25  36  36  35   
— Others  11  11  14  13   
Total aircraft in service at period end  332  309  261  231  132 
Overall utilization rate (hours per day)  9.4  9.5  9.6  9.9  8.5 
Financial
            
Operating cost per ATK (RMB)  3.73  3.63  3.44  3.10  2.87 

5


Exchange Rate Information
 
The following table sets forth certain information concerning exchange rates, based on the noon buying rates in New York City for cable transfers in foreign currencies, as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”), between Renminbi and U.S. dollars for the five most recent financial years.
                
 Average(1)    
Period Period End (RMB per US$) High Low 
Period End
 
Average(1)
(RMB per US$)
 
High
 
Low
 
Annual Exchange Rate
          
2001 8.2766 8.2766 8.2910 8.2642 
2002 8.2773 8.2773 8.2897 8.2152 
2003 8.2767 8.2772 8.2800 8.2769   8.2767  8.2772  8.2800  8.2769 
2004 8.2765 8.2765 8.2889 8.2641   8.2765  8.2765  8.2889  8.2641 
2005 8.0694 8.1825 8.2767 8.0702   8.0694  8.1825  8.2767  8.0702 
2006  7.8041  7.9723  8.0702  7.8041 
2007  7.2946  7.6058  7.8127  7.2946 

(1)Determined by averaging the rates on the last business day of each month during the relevant period.

The following table sets out the range of high and low exchange rates, based on the Noon Buying Rate, between Renminbi and U.S. dollars, for the following periods.
     
Period High Low
Monthly Exchange Rate
    
December 2005 8.0808 8.0702
January 2006 8.0702 8.0601
February 2006 8.0616 8.0402
March 2006 8.0505 8.0172
April 2006 8.0240 8.0050
May 2006 8.0265 8.0025
June 2006 (up to June 28, 2006) 8.0230 7.9964

Period
 
High
 
Low
 
Monthly Exchange Rate
       
December 2007  7.4120  7.2946 
January 2008  7.2946  7.1818 
February 2008  7.1973  7.1100 
March 2008  7.1110  7.0105 
April 2008  7.0185  6.9840 
May 2008  7.0000  6.9377 
June 2008 (up to June 19, 2008)  6.9633  6.8770 

(1)Determined by averaging the rates on the last business day of each month during the relevant period.
Dividend Payments
 
No interim dividends were paid during the year ended December 31, 2005.2007. The Board of Directors of the Company (“Board of Directors”) hasdid not recommended payment of a final dividend in respect of the year ended December 31, 2005.2007.
Capitalization and Indebtedness
 
Not applicable.

9


Reasons for the Offer and Use of Proceeds
 
Not applicable.
6


Risk Factors
 
Risks Relating to the Company
Government ownership and control of the Company
 All
Major Chinese airlines are wholly- or majority-owned either by the Chinese Government or by provincial or municipal governments in China. CSAHC, an entity wholly-owned by the Chinese Government, holds and exercises the rights of ownership of all of the Domestic Shares or 50.3% of the equity of the Company. The interests of the Chinese Government in the Company and in other Chinese airlines may conflict with the interests of the holders of the ADSs,ADRs, H Shares and A Shares. The public policy considerations of the Chinese Government in regulating the Chinese commercial aviation industry may also conflict with its indirect ownership interest in the Company.
High operating leverage and foreign exchange exposure
 
The airline industry is generally characterized by a high degree of operating leverage. In addition, due to high fixed costs, the expenses relating to the operation of any flight do not vary proportionately with the number of passengers carried, while revenues generated from a flight are directly related to the number of passengers carried and the fare structure of such flight. Accordingly, a decrease in revenues could result in a proportionately higher decrease in net income. Moreover, as the Group has substantial obligations denominated in foreign currencies, its results of operations are significantly affected by fluctuations in foreign exchange rates, particularly for the U.S. dollar and the Japanese Yen.yen. The Company incurred a net exchange lossgain of RMB59RMB1,492 million and RMB2,832 million for 20042006 and a net exchange gain of RMB1,220 million for 2005,2007, respectively, mainly as a result of Japanese Yen fluctuation in 2004 and Renminbi appreciation in July 2005, respectively.Reminbi appreciation. A majority of this exchange loss or gain was unrealized in nature.
Liquidity
As of December 31, 2007, the Group had net current liabilities position of RMB33,811 million which was due to the use of short-term bank loans for the aircraft acquisitions and other capital expenditures. The Group’s short-term bank loans amounted to RMB24,948 million as at December 31, 2007. In 2008 and thereafter, the liquidity of the Group is primarily dependent on its ability to maintain adequate cash inflows from operations to meet its debt obligations as they fall due, the renewal of its short-term bank loans and on its ability to obtain adequate external financing to meet its committed future capital expenditures. The Group may not be able to meet its debt obligations as they fall due and committed future capital expenditures if certain assumptions about the operations and the availability of external financing on acceptable terms are inaccurate.
The Group has obtained firm commitments from its principal bankers to renew its short-term bank loans outstanding as of December 31, 2007 when they fall due during 2008. Subsequent to December 31, 2007 through March 31, 2008, the Group renewed short-term bank loans outstanding of RMB3,179 million. The directors of the Company believe that sufficient financing will be available to the Group, however there can be no assurance that such loan financing will be available on terms acceptable to the Group.

Potential conflicts of interest
 
CSAHC will continue to be the controlling shareholder of the Company. CSAHC and certain of its affiliated companiesassociates will continue to provide certain important services to the Company, including the import and export of aircraft spare parts and other flight equipment, housingadvertising services, provision of air catering , pilot training services, air ticket selling services, cleaning services, property management services, leasing of properties and financial services. In addition, Mr. Liu Shao Yong, the Chairman of the Board of Directors, also serves as the General Manager of CSAHC. The interests of CSAHC may conflict with those of the Company. In addition, any disruption of the provision of services by CSAHC’s affiliated companiesassociates or a default by CSAHC of its obligations owed to the Company could affect the Company’s operations and financial conditions. In particular, as part of its cash management system, the Company periodically places significant amount of demand deposits with China Southern Airlines Group Finance Company Limited (“SA Finance”), a PRC authorized financial institution controlled by CSAHC and an affiliated companyassociate of the Company. As a result, the Company’s deposits with SA Finance are subject to the risks associated with the business of SA Finance over which the Company does not exercise control. As of December 31, 20042006 and 2005,2007, the Group had short-term deposits of RMB406RMB629 million and RMB544RMB906 million, respectively, with SA Finance.
 
7

Certain transactions between the Company and CSAHC or its affiliatesassociates (as defined in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”)) will constitute connected transactions of the Company under the Hong Kong Listing Rules and, unless exemptions are applicable or waivers are granted, will be subject to disclosure requirements and/or independent shareholders’ approval in a general meeting.
General Economic and Business conditions and natural phenomena

The US subprime crisis meltdown is an ongoing economic problem manifesting itself through liquidity issues in the global banking system owing to foreclosures which accelerated in the United States in late 2006 and has an adverse impact on global economy in 2007 and 2008. The financial crisis and other global events may reduce consumer spending or cause shifts in spending. A general reduction or shift in discretionary spending could result in decreased demand for leisure and business travel and can also impact the Company’s ability to raise fares to counteract increased fuel and labor costs.

The US subprime crisis added to the global economic slowdown which may also affect the growth of the Chinese economy. Chinese macroeconomic controls such as financing adjustments, credit adjustments, price controls and exchange rate policies will also affect the Chinese economic condition. This domestic economic condition and the increase of jet fuel prices will also affect the development of the aviation industry.

In 2008, a number of large-scale natural disasters occurred in China, such as the southern China snow storms in January and the May 12 earthquake in Sichuan province. Disasters such as these can affect the airline industry and the Company by reducing revenues and impacting travel behavior.

In summary, both international and domestic economic fluctuations and Chinese macroeconomic controls affect the demand for air travel. Additionally, increasingly strict security measures make air travel a hassle in the eyes of some consumers. These factors can have an uncertain impact on the development of the aviation industry.

Risks relating to certain real property
 
Although systems for registration and transfer of land use rights and related real property interests in China have been implemented, such systems do not yet comprehensively account for all land and related property interests. The land in Guangzhou on which the Company’s headquarters buildings and other facilities are located and the buildings that the Company uses at its route basebases in Wuhan and Haikou are leased by the Company from CSAHC. However, CSAHC lacks adequate documentation evidencing CSAHC’s rights to such land and buildings, and, as a consequence, the lease agreements between CSAHC and the Company for such land have not been registered with the relevant authorities. As a result, such lease agreements may not be enforceable. Lack of adequate documentation for land use rights and ownership of buildings subjects the Company to challenges and claims by third parties with respect to the Company’s use of such land and buildings.

10


 
The Company has been occupying all of the land and buildings described above without challenge or claim by third parties. CSAHC has received written assurance from the General Administration of Civil Aviation of China (“CAAC”) to the effect that CSAHC is entitled to continued use and occupancy of the land and certain related buildings and facilities. However, such assurance does not constitute formal evidence of CSAHC’s right to occupy such lands, buildings and facilities or the right to transfer, mortgage or lease such real property interests. The Company cannot predict the magnitude of the adverse effect on its operations if its use of any one or more of these parcels of land or buildings were successfully challenged. CSAHC has agreed to indemnify the Company and Guangzhou Aircraft Maintenance Engineering Company Limited (“GAMECO”), the Company’s jointly controlled entity, against any loss or damage caused by any challenge of, or interference with, the use by the Company and GAMECO of any of their respective land and buildings.
Risks associated with Hong Kong and Macau routes
 
The Company’s Hong Kong regional routes benefit from traffic originating in Taiwan. The Company’s Hong Kong regional routes might be materially adversely affected ifApart from temporary lifts of the ban on direct flights between Taiwan and Mainland China were permittedduring the Lunar Chinese New Year and the Mid-Autumn Festival, travelers between Taiwan and China have had to make use of intermediate stops in the future.Hong Kong or elsewhere. In such event, Xiamen Airlines Company Limited (“Xiamen Airlines”), the Company’s subsidiary, might apply for route rights for direct flights between Taiwan and Mainland China, due partly to the proximity to Taiwan of Fujian province, where Xiamen Airlines is based. However, there can be no assurance that sufficient routes and flights between destinations in Taiwan and Mainland China could be obtained by Xiamen Airlines, if at all, or that adequate yields will be generated on these routes and flights.
Internal controls
8

Terrorist attacks or the fear of such attacks, even if not made directly on the airline industry, could negatively affect the Company and management systemthe airline industry. The travel industry continues to face on-going security concerns and cost burdens.
 
The Company will become subject to Section 404 of the Sarbanes-Oxley Act of 2002aviation industry as a whole has been beset with high-profile terrorist attacks, most notably on September 11, 2001 in the fiscal year ending December 31, 2006, which requiresUnited States. The issue could also affect China. Notably, on March 7, 2008, on a China Southern Airlines flight boarding in Urumqi, crew members discovered a suspected terrorist. Thereafter, the CAAC implemented increased security measures. Additional terrorist attacks, even if not made directly on the airline industry, or the fear of or the precautions taken in anticipation of such attacks (including elevated threat warnings or selective cancellation or redirection of flights) could materially and adversely affect the Company to set out a management report containing an assessment on its internal controls over financial reporting in its annual report. It also requires an independent registered public accounting firm attest to and report on management’s assessment of the effectiveness of the Company’s internal controls over financial reporting. Ifairline industry. Among possible effects that the Company cannot implementcould experience from terrorist attacks are substantial flight disruption costs caused by grounding of fleet, significant increase of security costs and associated passenger inconvenience, increased insurance costs, substantially higher ticket refunds and significantly decreased traffic and revenue per revenue passenger mile.

Risks associated with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 to evaluate internal controls over financial reporting

The United States Securities and Exchange Commission, or the SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company in the United States to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, the Company’s independent registered public accounting firm is required to report on the effectiveness of the Company’s internal control over financial reporting. Our independent registered public accounting firm may not be satisfied with our internal controls, the level at which our controls are documented, designed, operated and reviewed, or our independent registered public accounting firm may interpret the requirements, rules and regulations differently from us, then it may conclude that our internal control over financial reporting are not effective. Although our management concluded that our internal control over financial reporting as of December 31, 2007 was effective, we may discover other deficiencies in the course of our future evaluation of our internal control over our financial reporting and may be unable to remediate such deficiencies in a timely manner or with adequate compliance, its independent auditorsmanner. If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to provide a written attestation as to the effectiveness of itsconclude that we have effective internal controlscontrol over financial reporting on an ongoing basis, in accordance with the Sarbanes-Oxley Act. Moreover, effective internal control is necessary for us to produce reliable financial reports and it may be subjectis important to sanctions or investigation by regulatory authorities, such as the Securitiesprevent fraud. As a result, our failure to achieve and Exchange Commission. Itmaintain effective internal control over financial reporting could also result in the loss of investor confidence in the Company, in particular the reliability of our financial statements, which in turn could harm the Company’sour business and negatively affectimpact the market pricetrading prices of our ADRs, H Shares or A Shares.

Passive Foreign Investment Company
Depending upon the value of our shares and ADRs and the nature of our assets and income over time, we could be classified as a passive foreign investment company, or PFIC, by the United States Internal Revenue Service, or IRS, for U.S. federal income tax purposes. The Company believes that it was not a PFIC for the taxable year 2007. However, there can be no assurance that the Company will not be a PFIC for the taxable year 2008 and/or later taxable years, as PFIC status is re-tested each year and depends on the facts in such year.

The Company will be classified as a PFIC in any taxable year if either: (1) the average percentage value of its gross assets during the taxable year that produce passive income or are held for the production of passive income is at least 50% of the value of its total gross assets or (2) 75% or more of its gross income for the taxable year is passive income (such as certain dividends, interest or royalties). For purposes of the first test: (1) any cash, cash equivalents, and cash invested in short-term, interest bearing, debt instruments, or bank deposits that is readily convertible into cash, will generally count as producing passive income or held for the production of passive income and (2) the average value of the Company’s ADSs or H Shares. Furthermore,gross assets is calculated based on its market capitalization.

If the Company maywere a PFIC, you would generally be requiredsubject to incur significant costs for compliance with Section 404,additional taxes and thereby increasing its costs relativeinterest charges on certain “excess” distributions the Company makes and on any gain realized on the disposition or deemed disposition of your ADRs, regardless of whether the Company continues to its revenues and decreasing its operating margins.be a PFIC in the year in which you receive an “excess” distribution or dispose of or are deemed to dispose of your ADRs. Distributions in respect of your ADRs during a taxable year would generally constitute “excess” distributions if, in the aggregate, they exceed 125% of the average amount of distributions in respect of your ADRs over the three preceding taxable years or, if shorter, the portion of your holding period before such taxable year. For more information on the United States federal income tax consequences to you that would result from our classification as a PFIC, please see Item 10, “Taxation — United States Federal Income Taxation — U.S. Holders — Passive Foreign Investment Company”.
9

Risks Relating to the Chinese Commercial Aviation Industry
Government regulation
 
The Company’s ability to implement its business strategy will continue to be affected by regulations and policies issued or implemented by the CAAC, which encompasses substantially all aspects of the Chinese commercial aviation industry, including the approval of domestic, Hong Kong regional and international route allocation, air fares, aircraft acquisition, jet fuel prices and standards for aircraft maintenance, airport operations and air traffic control. Such regulations and policies limit the flexibility of the Company to respond to market conditions, competition or changes in the Company’s cost structure. The implementation of specific CAAC policies could from time to time adversely affect the Company’s operations. The CAAC has confirmed in writing that the Company will be treated equally with other Chinese airlines with respect to certain matters regulated by the CAAC. Nevertheless, there can be no assurance that the CAAC will, in all circumstances, apply its regulations and policies in a manner that results in equal treatment of all airlines.
Jet fuel supply and costs
 
The availability and cost of jet fuel have a significant impact on the Group’s results of operations. The Group’s jet fuel costs for 20052007 accounted for 30.1%62.98% of its operatingflight operations expenses. All of the domestic jet fuel requirements of Chinese airlines (other than at the Shenzhen, Zhuhai and Sanya airports) must be purchased from the exclusive providers, China Aviation Oil Supplies Company (“CAOSC”) and Bluesky Oil Supplies Company, companies controlled and supervised by the CAAC. Chinese airlines may also purchase their jet fuel requirements at the Shenzhen, Zhuhai and Sanya airports from joint ventures in which the CAOSC is a partner. Jet fuel obtained from the CAOSC’s regional branches is purchased at uniform prices throughout China that are determined and adjusted by the CAOSC from time to time with the approval of the CAAC and the pricing department of the State Planning Commission based on market conditions and other factors. As a result, the costs of transportation and storage of jet fuel in all regions of China are spread among all domestic airlines.

Prior to 1994, domestic jet fuel prices were generally below international jet fuel prices. Since then,From 1994 to 2006, however, CAOSC's domestic jet fuel price from CAOSC has always been higher thanprices were above international jet fuel prices, sometimes creating tension intensions over the fuel supply. In 2007, the domestic price of jet fuel from CAOSC was below international jet fuel prices. However, given the rapid increase and constant fluctuation in world oil prices, there is no way to assure that domestic prices for jet fuel do not fluctuate as well.

In addition, jet fuel shortages have occurred in China and, on limitedsome rare occasions beforeprior to 1993, required the Company to delay or even cancel flights. Although such shortages have not materially affected the Company’s results of operations since 1993, there can be no assurance that such a shortage will not occur in the future. If such a shortage occurs in the future and the Company is forced to delay or cancel flights due to fuel shortage, its operational reputation among passengers and results ofas well as its operations may suffer.

A change in annual average price of US$1 per tonne of jet fuel affects the Group’s annual fuel costs by approximately RMB22 million, assuming no change in volume of fuel consumed. Accordingly, even if the jet fuel supply remains uninterrupted, increases in jet fuel prices will nevertheless adversely impact our financial results.
Infrastructure limitations
 
The rapid increase in air traffic volume in China in recent years has put pressure on many components of the Chinese commercial aviation industry, including China’s air traffic control system, the availability of qualified flight personnel and airport facilities. Airlines, such as the Company, which have route networks that emphasize short- to medium-haul routes, are generally more affected by insufficient aviation

11


infrastructure in terms of on-time performance and high operating costs due to fuel inefficiencies resulting from the relatively short segments flown, as well as the relatively high proportion of time on the ground during turnaround. All of these factors may adversely affect the perception of the service provided by an airline and, consequently, the airline’s operating results. In recent years, the CAAC has placed increasing emphasis on the safety of Chinese airline operations and has implemented measures aimed at improving the safety record of the industry. The ability of the Company to increase utilization rates and to provide safe and efficient air transportation in the future will depend in part on factors such as the improvement of national air traffic control and navigation systems and ground control operations at Chinese airports, factors which factors are beyond the control of the Company.
Competition
10

 
Competition
The CAAC’s extensive regulation of the Chinese commercial aviation industry has had the effect of managing competition among Chinese airlines. Nevertheless, competition has become increasingly intense in recent years due to a number of factors, including relaxation of certain regulations by the CAAC and an increase in the capacity, routes and flights of Chinese airlines. Competition in the Chinese commercial aviation industry has led to widespread price-cutting practices that do not in all respects comply with applicable regulations. Until the interpretation if it occurs, of CAAC regulations limiting or prohibiting such price-cutting has been finalized and strictly enforced, discounted tickets from competitors will continue to have an adverse effect on the Company’s sales.
 
The Company faces varying degrees of competition on its Hong Kong and Macau regional routes from certain Chinese airlines and Hong Kong Dragon Airlines LimitedCathay Pacific Airways, Dragonair and Air Macau, and on its international routes, primarily from non-Chinese airlines, most of which have significantly longer operating histories, substantially greater financial and technological resources and greater name recognition than the Company. In addition, the public’s perception of the safety and service records of Chinese airlines could adversely affect the Company’s ability to compete against its Hong Kong regional and international competitors. Many of the Company’s international competitors have larger sales networks and participate in reservation systems that are more comprehensive and convenient than those of the Company, or engage in promotional activities, such as International Alliance programs, that may enhance their ability to attract international passengers.
Limitation on foreign ownership
 
Chinese Government policies limit foreign ownership in Chinese airlines. Under these policies, the percentage ownership of the Company’s total outstanding ordinary shares held by investors in Hong Kong and any country outside China (“Foreign Investors”) may not in the aggregate exceed 49%. Currently, 26.8% of the total outstanding ordinary shares of the Company isare held by Foreign Investors. For so long as the limitation on foreign ownership is in force, the Company will have no meaningful access to the international equity capital markets.
Consolidation and Restructuring
     In 2000, the CAAC announced a restructuring plan with respect to the PRC aviation industry. Pursuant to such restructuring plan, each domestic airline is directed to consolidate into one of the three major airline groups in China: CSAHC, China National Aviation Holding Company and China Eastern Air Holding Group. As approved by the Company’s shareholders in an extraordinary general meeting on December 31, 2004, the Company acquired the airline operations and certain related assets of CNA and XJA. These consolidation and restructuring pursuant to the CAAC restructuring plan may involve uncertainties and risks over a long period of time, including the following:
failure to achieve the anticipated synergies, cost savings or revenue enhancing opportunities resulting from the restructuring activities;
diversion of management’s attention from existing business concerns and other business opportunities of the Group;
difficulty in integrating the assets and business of other airlines, including its employees, corporate culture, managerial systems and processes, business information systems and services;
difficulty in exercising control and supervision over various new operations within the Group;
failure to retain key personnel; and
increase in financial pressure due to assumption of recorded / unrecorded liabilities of the acquired businesses.

12


     The inability to manage additional businesses or integrate successfully the acquired businesses without substantial expense, delay or other operational or financial problems, or the occurrence of one or more of the events enumerated above, could materially adversely affect the Group’s financial condition and results of operations.
Risks relating to the PRC

Foreign exchange risks
 
Under current Chinese foreign exchange regulations, Renminbi is fully convertible for current account transactions, but is not freely convertible for capital account transactions. Current accountAll foreign exchange transactions can be undertaken without prior approval frominvolving Renminbi must take place either through the relevant Chinese Government agencies by producing commercial documents evidencing such transactions, provided that theyPeople’s Bank of China (“PBOC”) or other institutions authorized to buy and sell foreign exchange or at a swap centre.

The Group has significant exposure to foreign currency risk as substantially all of the Group’s lease obligations and bank and other loans are processed through Chinese banks licensed to engagedenominated in foreign exchange transactions. Conversion from Renminbi into a foreign currencycurrencies, principally US dollars and Japanese Yen. Depreciation or vice versa for purposes of capital account transactions requires prior approvals of relevant Chinese Government agencies. This restriction on capital account transactions could affect the ability of the Company to acquire foreign currency for capital expenditures. It could also have a material adverse effect on the Company's operations and financial conditions, given the Company's substantial foreign currency obligations.
     The valueappreciation of the Renminbi against the US dollar and other foreign currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. On July 21, 2005,affects the PRC government changedGroup’s results significantly because the Group’s foreign currency payments generally exceed its policy of pegging the value of the Renminbi to the U.S. dollar so that the Renminbi is now permitted to fluctuate within a band against a basket of certain foreign currencies. As a result, the value of the Renminbi against the U.S. dollar has appreciated by approximately 2%. Under the new policy, the value of Renminbi against the U.S. dollar has fluctuated on a daily basis within narrow ranges, but overall has further strengthened against the U.S. dollar.currency receipts. The PRC government has stated publicly that it intends to further liberalize its currency policy, which could result in a further and more significant change in the value of the Renminbi against the U.S. dollar. As the CompanyGroup is not able to hedge its foreign currency exposure effectively against the revaluation of the Reminbi other than by retaining its foreign currencies which it receives from its businesscurrency denominated earnings and operational activitiesreceipts to the extent permitted by applicable law, any significant revaluationthe State Administration of the Renminbi may have a material adverse effect on the Company's financial performance, and the value of, and any dividends payable on, the Company's H Shares and ADSs inForeign Exchange, or subject to certain restrictive conditions, entering into forward foreign exchange contracts with authorized banks.

The Group also has exposure to foreign currency terms.risk in respect of net cash inflow denominated in Japanese Yen from ticket sales in overseas branch office after payment of expenses. The Group entered into certain foreign exchange forward option contracts to manage this foreign currency risk.
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The exchange rate of Renminbi to US dollar was set by the PBOC and had fluctuated within a narrow band prior to 21 July 2005. Since then, a managed floating exchange rate regime based on market supply and demand with reference to a basket of foreign currencies has been used and US dollar exchange rate has gradually declined against the Renminbi. 
Developing legal system
The Company is organized under the laws of China. The Chinese legal system is based on written statutes and is a system, unlike common law systems, in which decided legal cases have little precedential value. InSince 1979, China began to promulgatethe Chinese government has been developing a more comprehensive system of laws. On December 29, 1993,commercial laws and considerable progress has been made in the Chinese National People’s Congress promulgated the Company Law, which became effective on July 1, 1994. In August 1994, pursuant to the Company Law, the PRC State Council issued the PRC Special Regulations on Overseas Offeringpromulgation of laws and Listing of Shares by Companies Limited by Shares to regulate joint stock companies that offerregulations dealing with economic matters, such as corporate organization and list their shares overseas.governance, foreign investments, commerce, taxation and trade. These laws, regulations and legal requirements are relatively recent, and, like other laws, regulations and legal requirements applicable in China (including with respect to the commercial aviation industry), their interpretation and enforcement involve significant uncertainties.

PRC new tax law

On 16 March 2007, the Fifth Plenary Session of the Tenth National People’s Congress passed the Corporate Income Tax Law of the PRC (“new tax law”) which has taken effect from January 1, 2008.

The Company and certain subsidiaries of the Group were entitled to preferential income tax rates in the range of 15% to 27%.  According to the new tax law, the income tax rate of companies who enjoyed preferential income tax rates lower than 25% in 2007 is expected to increase to the standard rate of 25% within five-year transition period.  Pursuant to the new tax law, the income tax rates of entities that previously enjoyed preferential tax rates of 15% and 18% shall be levied to 18%, 20%, 22%, 24% and 25% for 2008, 2009, 2010, 2011 and 2012 respectively.

Taxation of holders of H Shares or ADSADR by China
 Chinese
The new tax law generally provides for the imposition of a withholding tax on dividends paid by a Chinese company to a non-Chinese shareholdernon-resident enterprise at a rate of 20%10%. In a notice and a letter issued by the State Taxation Bureau of the PRC, however, the

For individuals, Chinese tax authorities confirmedlaw generally provides that the imposition of this withholding tax onan individual who receives dividends paid by joint stock companies, such asfrom the Company had been suspended. Accordingly, for so long as this imposition is suspended and not replaced or supplemented with similar requirements, any future dividends to be paid by the Company to holders of H Shares or ADS who are foreign individuals not resident in China or which are foreign enterprises with no permanent establishment in China will not be subject to a 20% income tax. Currently, dividend income received by any foreign individual that holds overseas shares in any Chinese withholdingdomestic enterprise is temporarily exempt from income tax. In the event that the suspension of the withholding taxexemption is lifted,discontinued, such payments will be subject to withholdingindividual income tax at the 20% rate unless the holder is entitled to a tax waiver or a lower tax rate under an applicable double-taxation treaty. See Item 10 “Additional Information — Taxation”.

ITEM 4. INFORMATION ON THE COMPANY.
History and Development of the Company
 
The Company is a joint stock company incorporated in China on March 25, 1995, and is 50.3% owned by CSAHC. The registered address of the Company is Guangzhou Economic & Technology Development Zone, People’s Republic of China (telephone no: (86)20-8612-4738,20-8612-4462, website: www.cs-air.com)www.csair.com).

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On March 13, 2003, the Company obtained an approval certificate from the Ministry of Commerce to change to a permanent limited company with foreign investments and on October 17, 2003 obtained a business license for its new status, as a permanent limited company with foreign investments issued by the State Administration of Industry and Commerce of the People’s Republic of China.
 
Pursuant to an extraordinary general meeting of shareholders held on May 21, 2002, a resolution was passed authorizing the Company to issue not more than 1,000,000,000 A Shares of par value of RMB1.00 each. The Company issued and listed its 1,000,000,000 A Shares with a par value of RMB1.00 each on the Shanghai Stock Exchange in July 2003.
 On October 17, 2003, the Company’s registered address was moved to Guangzhou Economic & Technology Development Zone. In accordance with the Rules and Regulations for Implementation of Income Tax for Foreign Investment Enterprises and Foreign Enterprises of the PRC and a taxation approval document “Guangzhou Municipal State Tax Bureau Suo De Shui Zi Que 020043”, the Company is entitled to enjoy the preferential tax policy implemented in the Guangzhou Economic & Technology Development Zone effective October 1, 2003. As a result, the Company’s income tax rate has been changed from 33% to 15% beginning from that date.
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 Flight safety is a perennial concern to airlines. In this regard, the Group is committed to flight safety by strengthening internal safety checks, pilot training and aircraft maintenance. As a result, the Group was awarded the Golden Roc Cup, the highest award for flight safety in the Chinese civil aviation industry, for the fourth time in 2004.
     The acquisition of the airline operations of CNA and XJA was approved at the general meeting of the Company held on December 31, 2004. Such acquisition provides a robust platform for the Group to consolidate its market leadership and financial results. It also brought in various benefits to the Group by expanding its flight service network, fleet size and transport capacity, as well as lowering costs and improving overall efficiency. Given the investment incentive policies such as “Go West” and “Revitalising the Old Industrial Bases in the North-eastern Region” promulgated by the Chinese government, the economy in the western and north-eastern regions of China is expected to grow at a rapid pace in the coming decades, which in turn provides substantial growth potential for the Group. Ultimately, the acquisition will strengthen the Group’s position as the largest airline in China and will create positive value to its investors. At present, the management of the Group focuses on harnessing the expanded business capacity and operation scale of the Group, and on enhancing its overall management standards through an integration of corporate culture, innovation and development, thereby realizing the ultimate goal of the Group’s reorganization.
     Pursuant to “Pricing Reform of Domestic Civil Aviation” as approved by the State Council of China effective on April 20, 2004, prices on domestic routes now fluctuate freely within a predetermined range. Instead of direct supervision by setting prices of air tickets through local price bureau, the government now provides guidance on domestic flights and domestic civil aviation is controlled by the government indirectly. Market-oriented pricing policy was introduced and pricing system has been adjusted as a result of the above pricing reform.
     During 2005, the economy of the PRC maintained its rapid growth, which in turn gave the civil aviation industry a powerful boost. In particular, the fast expansion of the fleet capacity of the industry encouraged market demand through a number of factors, including improvement of civil aviation facilities and service quality as well as favorable price offers, which in turn drove up the passenger and cargo carried volume, the passenger load factor and overall load factor. On the other hand, as the PRC government expedited the process of ‘open sky’ policy and relaxed restrictions for investment in domestic airlines, the fleet capacity and number of flights provided have significantly increased, which in turn intensified the competition in domestic and international routes. Together with the soaring jet fuel prices, these have exerted strong pressure on the operating costs for domestic airlines.
     In 2005, with the persistent joint efforts of the Company’s management and staff, the Group secured an exceptional safe flight operation record, and the enlarged operations after the joint recombination had undergone a smooth transition and gradually began to achieve the benefits from economies of scale. To cope with the increasing competition and the ever-changing demands of the aviation market, the Company is taking advantage of its own economies of scale and the potential market demands to stage a strategic transition from a city-pair operation model to a hubbing network operation model, so as to enhance the operational efficiency of the overall service network, and to maintain and increase its competitive edge in the market.
     With the approval of the Board, the Company established a branch company in Beijing and will add wide-body airplanes to the operation base in Beijing from the summer of 2006, with the view to expanding its Beijing aviation business and building another main hub there in addition to its Guangzhou base. The Board believes that the establishment of Guangzhou and Beijing hubs will facilitate the Group’s strategic refinement and enhancement of its route network operations in order to better position the Group to explore and seize the opportunities in the regional aviation market to be brought about by the 2008 Beijing Olympic Games.

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     The Group had RMB4,707 million, RMB6,631 million and RMB11,873 million capital expenditures in 2003, 2004 and 2005 respectively. Of such capital expenditures in 2005, RMB6,938 were financed by capital lease, RMB4,325 million were financed by bank borrowings while the remaining RMB610 million were financed by internal resources. The capital expenditures were primarily incurred on the additional investments in aircraft and flight equipment under the Group’s fleet expansion plans and Guangzhou new airport, and, to a small extent, additional investments in other facilities and buildings for operations.
CNA/XJA Acquisitions
Pursuant to a sale and purchase agreement dated November 12, 2004 between the Company, China Southern Airlines Holding Company, CNA and XJA which was approved by the Company’s shareholders in an extraordinary general meeting held on December 31, 2004, the Company acquired the airline operations and certain related assets of CNAChina Northern Airlines Company (“CNA”) and XJAXinjiang Airlines Company (“XJA”) with effect from December 31, 2004 (the “CNA/XJA Acquisitions”). The consideration payable for the CNA/XJA Acquisitions amounting to RMB15,522 million was determined based on the fair value of the acquired assets. Such consideration was partly satisfied by assumption of debts and liabilities of CNA and XJA totaling RMB13,563 million outstanding as of December 31, 2004 and the remaining balance of RMB1,959 million was fully paid in cash during 2005.

On April 30, 2006, the Company acquired certain assets of CSAHC Hainan Co., Limited (“CSAHC Hainan”), a wholly-owned subsidiary of CSAHC, at a total consideration of RMB294 million, which was partly satisfied by assumption of debts and liabilities of CSAHC Hainan totaling RMB289 million outstanding as of that date. The CNA/XJAremaining balance of RMB5 million was settled in cash during 2006.

On June 16, 2007, the Company together with an independent third party established Chongqing Airlines Company Limited (“Chongqing Airlines”), a non-wholly owned subsidiary of the Company. The Company transferred three aircraft to Chongqing Airlines as capital contribution.

On August 14, 2007, the Company signed an agreement to acquire a 51% equity interest of Nan Lung International Freight Company Limited beneficially owned by and registered in the name of Nan Lung Travel & Express (Hong Kong) Limited which is a wholly owned subsidiary of CSAHC and a 100% equity interest in Southern Airlines (Group) Catering Co., Limited, a wholly owned subsidiary of CSAHC for a total consideration of RMB112 million.

On August 14, 2007, the Company signed an agreement to dispose of its 90% equity interest in Guangzhou Aviation Hotel Company Limited to CSAHC at a consideration of RMB75 million.

Aircraft Acquisitions have significantly expanded

Pursuant to the fleet sizeAircraft Acquisition Agreement dated July 16, 2007 between the Company and Airbus SNC, the Company will acquire20 Airbus A320 series aircraft from Airbus SNC. The catalogue price for each of the Airbus A320 series aircraft is in the range from US$66.5 to US$85.9 million. Such catalogue price includes the price for airframe and engines. The aggregate consideration for the acquisition of the A320 aircraft will be partly payable by cash of the Company, and partly by financing arrangements with banking institutions. The A320 aircraft will be delivered in stages to the Company during the period commencing from March 2009 to August 2010.

Pursuant to the Xiamen Aircraft Acquisition Agreement dated July 16, 2007 between Xiamen Airlines and Boeing, Xiamen Airlines will acquire25 Boeing B737 aircraft from Boeing. The catalogue price for each of the Boeing B737 aircraft is in the range from US$70.5 to US$79 million. Such catalogue price includes the price for airframe and engines. The aggregate consideration for the acquisition of the B737 aircraft will be partly payable by cash of Xiamen Airlines, and partly by financing arrangements with banking institutions. The B737 aircraft will be delivered in stages to Xiamen Airlines during the period commencing from July 2011 to November 2013.

Pursuant to the Aircraft Acquisition Agreement dated August 20, 2007 between the Company and Boeing, the Company will acquire 55 Boeing B737 series aircraft from Boeing, the catalogue price of a Boeing B737 series aircraft is in the range of US$57 to US$79 million. Such catalogue price includes price for airframe and engines. The aggregate consideration for the acquisition of the Boeing aircraft will be partly payable by cash of the Company, and partly by financing arrangements with banking institutions. The Boeing aircraft will be delivered in stages to the Company during the period commencing from May 2011 to October 2013.

Pursuant to the Aircraft Acquisition Agreement dated October 23, 2007 between the Company and Airbus SNC, the Company will acquire 10 Airbus A330-200 aircraft from Airbus SNC, the catalogue price of an Airbus A330-200 aircraft is in the range of US$167.7-176.7 million. Such catalogue price includes price for airframe and engines. The aggregate consideration for the acquisition will be partly payable by cash of the Company, and partly by financing arrangements with banking institutions. The Airbus aircraft will be delivered in stages to the Company during the period commencing from March 2010 to August 2012.
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Pursuant to the Xiamen Aircraft Acquisition Agreement dated April 18, 2008 between Xiamen Airlines and Boeing, Xiamen Airlines will acquire 20 Boeing B737 series aircraft from Boeing. According the information provided by Boeing, the aggregate catalogue price for the 20 Boeing B737 series aircraft is around US$1,500 million. Such catalogue price includes price for airframe and engines. The aggregate consideration for the acquisition of the Boeing aircraft will be partly payable by cash of Xiamen Airlines, and partly by financing arrangements with banking institutions. The Boeing aircraft will be delivered in stages to Xiamen Airlines during the period commencing from April 2014 to October 2015.
Capital Expenditure
The Group had RMB9,832 million, RMB9,446 million and RMB13,713 million capital expenditures in 2007, 2006 and 2005, respectively. Of such capital expenditures in 2007, RMB4,330 million was financed by finance leases, RMB4,973 million was financed by bank borrowings while the remaining RMB529 million was financed by internal resources. The capital expenditures were primarily incurred on the additional investments in aircraft and flight service network as well asequipment under the market share of the Group. Presently, the Group is implementing various measuresGroup’s fleet expansion plans and, to harnessing the expanded flight capacitya small extent, additional investments in other facilities and operations and integrating the business cultures and goals of the acquired operations with those of the Group.buildings for operations.
Business Overview
General
 
The Group provides commercial airline services throughout China, Hong Kong and Macau regions, Southeast Asia and other parts of the world. TheBased on the statistics from the CAAC, the Group is one of the three largest Chinese airlines and, as of year end 2005,2007, ranked first in terms of passengers carried, number of scheduled flights per week, number of hours flown and size of route network and aircraft fleet. During the three years ended December 31, 2005,2007, the Group’s RPKs increased at a compound annual rate of 53.2%17.5%, from 26,387 million in 2003 to 61,923 million in 2005 to 69,582 million in 2006, and to 81,727 million in 2007, while its capacity, measured in terms of ASKs, increased at a compound annual rate of 47.1%13.1%, from 40,867 million in 2003 to 88,361 million in 2005.2005 to 97,059 million in 2006, and to 109,733 million in 2007. In 2005,2007, the Group carried 44.1256.9 million passengers and had passenger revenue of RMB34,328RMB49,600 million (US$4,254 million). The loss for 2005 attributable to equity shareholders of the Company was RMB1,848 million (US$2296,790 million).
 
The Group conducts a portion of its airline operations through its airline subsidiaries namely Xiamen Airlines, Southern Airlines (Group) Shantou Airlines Company Limited (“Shantou Airlines”), Guangxi Airlines Company Limited (“Guangxi Airlines”), Zhuhai Airlines Company Limited (“Zhuhai Airlines”) and, Guizhou Airlines Company Limited (“Guizhou Airlines”) and Chongqing Airlines (collectively, the “Airline Subsidiaries”). In 2005,2007, the Airline Subsidiaries carried 11.3013.70 million passengers and had operatingpassenger revenue of RMB8,019RMB14,083 million (US$9941,928 million) and accounted for 25.6%24.1% and 20.9%28.4% of the Group’s passengers carried and operatingpassenger revenue, respectively.
 
The Group also provides air cargo and mail services. The cargo and mail revenue of the Group increased by 37.7%5% to RMB3,091RMB3,697 million (US$383506 million) in 20052007 as compared with 2004.2006. The Group’s airline operations are fully integrated with its airline-related businesses, including aircraft and engine maintenance, flight simulation and air catering operations.
 
As of the year end of 2005,2007, the Group operated 559689 routes, of which 452560 were domestic, 78105 were international and 2924 were to/from Hong Kong and Macau. The Group operates the most extensive domestic route network among all Chinese airlines. In 2005, the Group operated an average of 8,436 landings and take-offs per week, serving 142 destinations. Its route network covers commercial centres orcenters and rapidly developing economic regions in Mainland China.
 
The Group’s corporate headquarters and principal base of operations are located in Guangzhou, which is the capital of Guangdong Province and the largest city in southern China. Located in the rapidly developing Pearl River Delta region, Guangzhou is also the transportation hub of southern China and one of China’s major gateway cities. Guangzhou’s significance has increased as the transportation infrastructure of Guangdong Province has developed through the construction and development of expressways, an extensive rail network and the port cities of Yantian, Shekou, Chiwan, Mawan, HuangpuGuangzhou, Shenzhen, Zhanjiang, Zhuhai and Zhuhai.Shantou.

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In December 2005, the Company established a branch company in Beijing and has added wide-body airplanes to its operation base in Beijing, with the view to expanding its Beijing aviation business and building another main hub there in addition to its main route base in Guangzhou the Group also maintains certain regional route bases inbase. The establishment of Guangzhou and Beijing Zhengzhou, Wuhan, Changsha, Shenzhen, Shenyang, Changchun, Dalian, Harbin, Urumqi, Haikou, Zhuhai, Xiamen, Fuzhou, Guilin, Shantou, Guiyang, Sanyahubs will facilitate strategic refinement and Beihai. Mostenhancement of its route network operations putting the Company in a better position to explore and seize the opportunities in the regional route bases are located in provincial capitals or major commercial centers in China.aviation market expected to be brought about by the 2008 Beijing Olympic Games.
 
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The Group’s operations primarily focus on the domestic market. In addition, the Group also operates Hong Kong and Macau and international flights. As of the year end of 2005,2007, the Group had 2924 Hong Kong and Macau routes and 78105 international routes. The Group’s Hong Kong and Macau operations include flights between destinations in China and Hong Kong and Macau. The Group’s international operations include scheduled services to Tokyo, Osaka, Amsterdam, Sharjah, Los Angeles, Fukuoka, Seoul, Sydney, Dubai, Paristhe cities in Australia, Belgium, France, India, Iran, Japan, Kazakhstan, Korea, Kyrgyzstan, Nepal, Netherlands, Nigeria, Pakistan, Russia, Saudi Arabia, Tajikstan, UAE, USA and 1113 Southeast Asian destinations. The

After joining Skyteam Alliance, the Group operateshas established a network reaching 841 destinations globally, connecting 162 countries of regions and covering major cities around the most extensive Southeast Asian route network among Chinese airlines.world.
 
As of December 31, 2005,2007, the Group operated a fleet of 261332 aircraft, consisting primarily of Boeing 737 series, 747, 757, 777, Airbus 320 series, 300, 319, 320, 330, McDonnell Douglas 82, 90 and etc.90. The average age of the Group’s fleet was 7.196.37 years as of the year end of 2005.2007.

Restructuring and Initial Public Offering
 
As part of China’s economic reforms in the 1980’s, the PRC State Council directed the CAAC to separate its governmental, administrative and regulatory role from the commercial airline operations that were being conducted by the CAAC and its regional administrators. As a result, CSAHC was established on January 26, 1991 for the purpose of assuming the airline and airline-related commercial operations of the Guangzhou Civil Aviation Administration, one of the six regional bureaus of the CAAC. CSAHC was one of the 55 large-scale enterprises designated by the Chinese Government to play a leading role in their respective industries.
 
CSAHC was restructured in 1994 and 1995 in anticipation of the initial public offering of the Company. The restructuring was effected through the establishment of the Company and the execution of the Demerger Agreement, dated as of March 25, 1995, as amended (the “Demerger Agreement”), between CSAHC and the Company. Upon the restructuring, the Company assumed substantially all of the airline and airline-related businesses, assets and liabilities of CSAHC, and CSAHC retained its non-airline and non-airline-related businesses, assets and liabilities, and the non-business assets and liabilities. Upon this separation, all interests, rights, duties and obligations of CSAHC, whenever created or accrued, were divided between the Company and CSAHC based on the businesses, assets and liabilities assumed by each of them under the Demerger Agreement. Under the Demerger Agreement, CSAHC agreed not to conduct or participate or hold any interest in, either directly or indirectly, any business, activity or entity in or outside China that competes or is likely to compete with the commercial interests of the Group, although CSAHC may continue to hold and control the affiliatesassociates of CSAHC existing on the date of the Demerger Agreement and may continue to operate the businesses of such affiliates.associates.
 
In July 1997, the Company completed a private placement of 32,200,000 H Shares to certain limited partnership investment funds affiliated with Goldman Sachs & Co. and an initial public offering of 1,141,978,000 H Shares, par value RMB 1.00RMB1.00 per share, and listing of the H Shares on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and American Depositary SharesReceipts (“ADSs”ADRs”, each ADSADR representing 50 H Shares) on the New York Stock Exchange. Prior to the private placement and the initial public offering, all of the issued and outstanding shares of capital stock of the Company, consisting of 2,200,000,000 Domestic Shares, par value RMB 1.00RMB1.00 per share, were owned by CSAHC, which owns and exercises, on behalf of the Chinese Government and under the supervision of the CAAC, the rights of ownership of the Domestic Shares held by CSAHC. After giving effect to the private placement and the initial public offering, CSAHC’s continued ownership of the 2,200,000,000 Domestic Shares, represented approximately 65.2% of the total share capital of the Company, and will be entitled to elect all the directors of the Company and to control the management and policies of the Group. Domestic Shares and H Shares are both ordinary shares of the Company.
 
Pursuant to an extraordinary general meeting of shareholders held on May 21, 2002, a resolution was passed authorizing the Company to issue not more than 1,000,000,000 A Shares of par value of RMB1.00 each. The Company issued 1,000,000,000 A Shares with a par value of RMB1.00 each in July 2003 and listed these shares on the Shanghai Stock Exchange. Subsequent to the A Share issue, the shareholding of CSAHC on the Company was reduced from 65.2% to 50.3%.

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Share Reform Plan
Pursuant to the regulations including the "Guidelines of the State Council for Promoting the Reform and Opening-up and Sustained Development of the Capital Market" promulgated by the State Council of the PRC and the "Guiding Opinions on the State Share Reform of the Listed Companies" jointly promulgated by the China Securities Regulatory Commission (“CSRC”), the State-owned Assets Supervision and Administration Commission of the State Council, the Ministry of Finance, People's Bank of China and the Ministry of Commerce, and pursuant to the operating procedures of share reform proposals, the Company announced the Share Reform Plan (“Plan”) on April 13, 2007 which was subsequently amended on April 23, 2007. Under the Plan, all the 2,200,000,000 non-tradable domestic shares held by CSAHC will be converted into tradable A shares 36 months after the commencement date of the Plan. In return, CSAHC will grant 1,400,000,000 put options to those holders of tradable A shares who are listed in the Shareholders’ register on the record date which is May 8, 2007, which will be equivalent to 1.5970 shares for every 10 A shares held by the holders of tradable A shares. The rights under the put options as referred above will be automatically exercised in a European way on the expiring date in that the exercise ratio will be 2 to 1 (i.e., the value of the exercise ratio is 0.5), the effective period will be 12 months period, the initial exercise price will be RMB7.43, and the put options will be paid in cash. The share reform plan was approved in the relevant shareholder’s meeting held on May 17, 2007. Details and schedule for the implementation of the share reform plan was approved in relevant shareholder's meeting held on June 12, 2007.
Proposed Bonus Shares Issue by Conversion of Capital Reserve

The share premium of the Company amounted to RMB5,325 million. On April 18, 2008, the Board proposed to the shareholders of the Company for their consideration and approval a bonus share issue (the “Bonus Share Issue”) by the conversion of share premium to share capital. Pursuant to the Bonus Share Issue, which is based on 4,374,178,000 shares in issue as at December 31, 2007, the number of paid up shares will be increased by 2,187,089,000 shares to 6,561,267,000 shares. The Bonus Share Issue is conditional upon (i) the passing of the special resolution to approve the Bonus Share Issue at the Annual General Meeting, the class meeting of holders of H shares and A shares of the Company; (ii) approval from the Ministry of Commerce of the PRC being obtained; and (iii) in respect of the new H Shares, the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the new H Shares.

Proposed Issuance of Short-term Financing Bills and Medium Term Notes

On April 18, 2008, the Company's Board approved the proposed issue of short-term financing bills in the principal amount of up to RMB4 billion in the PRC and the submission of this proposal to the annual general meeting for the shareholders’ approval in accordance with the relevant procedural requirements under applicable PRC laws and regulations and the Articles of Association, and pursuant to Article 76(10) of the Articles of Association. The Board believes that the proposed issue of short-term financing bills will provide the Company with a further source of funding at an interest rate which is expected to be lower than the interest rate for loans from commercial banks. The Board considers that the issue of the short-term financing bills will lower the financing cost of borrowings for the Company and is in the interests of the Company and its shareholders as a whole. Subject to the shareholders’ approval, the Company will, if required or as otherwise considered appropriate, make further announcement when the issue of short-term financing bills takes place.

On May 28, 2008, the Board proposed the issue of medium term notes by the Company in the principal amount of up to RMB1.5 billion and the submission of such proposal to the Shareholders for their consideration and approval. The Board believes that the proposed issue of medium term notes will provide the Company with a further source of medium to long term funding at an interest rate lower than the best lending rate for loans from commercial bank. The Board considers that the issue of the medium term notes will lower the finance costs of borrowings for the Company and improve the debt structure of the Company.

Traffic

The following table sets forth certain statistical information with respect to the Group’s passenger, and cargo and mail traffic for the years indicated.
                         
Passenger carried Cargo and Mail Carried (tons) Total traffic (tons kilometers)
      Increase     Increase     Increase
      (decrease)     (decrease)     (decrease)
      over     over     over
Year Total previous year Total previous year Total previous year
  (in million) (%) (in thousand) (%) (in million) (%)
2001  19.12   13.5   398.0   12.7   3,034.0   16.1 
2002  21.49   12.4   470.0   18.1   3,614.0   19.1 
2003  20.47   (4.7)  464.0   (1.3)  3,561.0   (1.5)
2004  28.21   37.8   545.0   17.5   4,663.0   30.9 
2005  44.12   56.4   775.0   42.2   7,284.0   56.2 
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Passenger carried
 
Cargo and Mail
Carried (tons)
 
Total traffic
(tons kilometers)
 
Year
 
Total
(in million)
 
Increase
(decrease)
over
previous
year (%)
 
Total
(in
thousand)
 
Increase
(decrease)
over
previous
year (%)
 
Total
(in million)
 
Increase
(decrease)
over
previous
year (%)
 
2003  20.47  (4.7) 464.0  (1.3) 3,561.0  (1.5)
2004  28.21  37.8  545.0  17.5  4,663.0  30.9 
2005  44.12  56.4  775.0  42.2  7,284.0  56.2 
2006  49.21  11.6  819.0  5.7  8,071.0  10.8 
2007  56.90  15.6  872.0  6.5  9,250.0  14.6 

China Southern Airlines carried 49.21 million passengers in 2006. It was the ninth largest airline in the world in terms of annual passenger traffic in 2006. This ranking was officially announced by the International Air Transport Association.

China Southern Airlines Co., Ltd. ranks fourth in the global aviation industry and first in Asia, transporting 56.90 million passengers throughout the year 2007, according to the latest ranking released by the International Air Transport Association.

Route Network
 
Overview
 
The Group operates the most extensive route network among the Chinese airlines. As of December 31, 2005,2007, the Group operated 559689 routes consisting of 452560 domestic routes, 2924 Hong Kong and Macau routes and 78105 international routes. In 2005, the Group conducted an average of 8,436 landings and take-offs per week, serving 142 destinations.
 
The Group continually evaluates its network of domestic, Hong Kong and Macau and international routes in light of its operating profitability and efficiency. The Group seeks to coordinate flight schedules with the Airline Subsidiaries on shared routes to maximize load factors and utilization rates. The acquisition of domestic, Hong Kong and Macau and international routes is subject to approval of the CAAC, and the acquisition of Hong Kong and Macau and international routes is also subject to the existence and the terms of agreements between the Chinese Government and the government of the Hong Kong SAR, the government of the Macau Special Administrative Region of the People’s Republic of China (“Macau SAR”)SAR and the government of the proposed foreign destination.
 
In order to expand the Group’s international route network, the Group has entered into code-sharing agreements with several international airlines, including Delta Airlines, Asiana Airlines, Japan Air System, Vietnam Airlines, KLM Royal Dutch Airlines and Garuda Indonesian. Under the code sharing agreements, the participating airlines are permitted to sell tickets on certain international routes operated by the Group to passengers using the Group’s codes. Similarly, the Group is permitted to sell tickets for the other participating airlines using its “CZ” code. The code sharing agreements help increase the number of the Group’s international sales outlets. After joining Skyteam Alliance, the Group has further established a network reaching 841 destinations globally, connecting 162 countries of regions and covering major cities around the world.
 
Route Bases
 
In addition to its main route basebases in Guangzhou and Beijing, the Group maintains certain regional route bases in Beijing, Zhengzhou, Wuhan, Changsha, Shenzhen, Shenyang, Changchun, Dalian, Harbin, Urumqi, Haikou, Zhuhai, Xiamen, Shanghai, Xi’an, Fuzhou, Nanning, Guilin, Shantou, Guiyang, Chongqing, Sanya and Beihai. Most of its regional route bases are located in provincial capitals or major commercial centrescenters in the PRC.
 
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The Group believes that its extensive network of route bases enablesenable it to coordinate flights and deploy its aircraft more effectively and to provide more convenient connecting flight schedules and access service and maintenance facilities for its aircraft. The Group believes that the number and location of these route bases may enhance the Group’s ability to obtain the CAAC’s approval of requests by the Group to open new routes and provide additional flights between these bases and other destinations in China. Current regulations of the CAAC generally limit airlines to operations principally conducted from their respective route bases.
     The Chinese Government approved a new Guangzhou airport project, which commenced construction in 2000 and completed in August 2004. The commencement of operation of the new Guangzhou Baiyun International Airport which is the main hub of the Group, provides a wider platform of development for the operations of the Company.
     Moreover, the Group has successfully secured the exclusive right to use Terminal No. 1 of the Beijing Capital International Airport, marking a substantial step in carrying out the strategy of the Group to improve its flight routes network.

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Domestic Routes
 
The Group’s domestic routes network serves substantially all provinces and autonomous regions in China, including Guangdong, Fujian, Hubei, Hunan, Hainan, Guangxi, Guizhou, Henan, Heilongjiang, Jilin, Liaoning and Xinjiang, and serves all four centrally-administered municipalities in China, namely, Beijing, Shanghai, Tianjin, and Chongqing. In 2005,2007, the Group’s most profitable domestic routes were the routes betweenbetween: Guangzhou and Beijing, Guangzhou and Shanghai, Shenzhen and Beijing Shanghai and Guangzhou, Shenzhen and Shanghai,Beijing, Beijing and Shenzhen, Guangzhou and Shanghai, Urumqi and Beijing, Shenzhen and Shanghai, Shanghai and Guangzhou, Beijing and Urumqi, Shanghai and Shenzhen, BeijingSanya and Changchun.Beijing. 
 
Hong Kong and Macau Routes

The Group offers scheduled service between Hong Kong and Guangzhou, Kunming,Luoyang, Shenyang, Harbin, Wu Yi Shan, Zhang Jia Jie, Changchun, Yinchuan, Urumqi, Xiamen, Shantou, Beijing, Guilin, Meixian, Haikou, Wuhan, Zhengzhou, Nanning, Changsha Quanzhou and Sanya; and between Macau and Fuzhou, Hangzhou and Xiamen. The Group’s Hong Kong regional routes also include routes betweenIn 2007, the most profitable scheduled Hong Kong and Zhanjiang, which the Group operates on a “charter” flight basis, as explained below. The Group believes that theMacau routes on which it operates these “charter” flights are among its highest yielding routes, primarily because the Group faces limited competition on such routes and is consequently less subject to downward pricing pressures. In 2005, the most profitable Hong Kong regional routes (other than these “charter” flights) were those betweenbetween: Hong Kong and each ofGuangzhou, Guangzhou and Hong Kong, Hong Kong and Beijing, Beijing and Hong Kong, Hong Kong and Wuhan, Guangzhou, Beijing,Wuhan and Hong Kong, Guilin and Hong Kong, Hong Kong and Shantou, Guilin, KunmingShantou and Hong Kong, Hong Kong and Zhengzhou.
     The Group’s “charter” flights are regularly scheduled flights, but permission to operate these flights is subject to monthly review by the CAAC and the Civil Aviation Department of the Hong Kong SAR. The CAAC has informally indicated that it primarily considers market demand and airline capability in granting permission for such flights. The Group has been able to maintain all of the Hong Kong regional routes which it operates on a “charter” flight basis and believes that demand on such routes will continue.
In 2005,2007, the Group conducted a total of 17,80715,035 flights on its Hong Kong and Macau routes, accounting for approximately 34.4%24.7% of all passengers carried by Chinese airlines on routes between Hong Kong or Macau and destinations in China.

International Routes
 
The Group is the principal Chinese airline connecting the rapidly developing Pearl River Delta region of China to Southeast Asia, with 2928 routes serving 1113 Southeast Asian destinations, including Singapore and major cities in Indonesia, Thailand, Malaysia, the Philippines, Vietnam, Myanmar and Laos.Cambodia. In 2005,2007, the Group’s most profitable international routes were those between Seoulwere: Guangzhou-Beijing-Amsterdam, Amsterdam-Beijing-Guangzhou, Guangzhou-Los Angeles, Shenyang-Seoul, Bejijing-Guangzhou-Pyongyang, Seoul-Shenyang, Beijing-Guangzhou-Hanoi, Guangzhou-Sydney, Guangzhou-Tokyo, and Dalian, Guangzhou and Tokyo. The Group believes that, among Chinese airlines, it is well-positioned to benefit from the business opportunities arising out of increased air traffic and the growing economic relationships between China and Southeast Asian countries.Guangzhou-Osaka.
 
In addition to the 2928 routes serving 1113 Southeast Asian destinations, the Group operates 4577 other international routes providing scheduled services to Amsterdam, Sharjah, Osaka, Tokyo, Fukuoka, Seoul, Los Angeles, Sydney, Melbourne, Dubaithe cities in Australia, Belgium, France, India, Iran, Japan, Kazakhstan, Korea, Kyrgyzstan, Nepal, Netherlands, Nigeria, Pakistan, Russia, Saudi Arabia, Tajikistan, UAE and Paris.USA.

After joining Skyteam Alliance, the Group has established a network reaching 841 destinations globally, connecting 162 countries of regions and covering major cities around the world.

Aircraft Fleet
 
The Group’s fleet plan in recent years has emphasized expansion and modernization through the acquisition of new aircraft, the acquisition of existing aircraft in conjunction with our acquisition of CNA and XJA, and the retirement of less efficient, older aircraft. As of December 31, 2005,2007, the Group operated a fleet of 261332 aircraft with an average age of 7.196.37 years. Most aircraft of the Group are Boeing and Airbus aircraft. The Group has the largest fleet among Chinese airline companies. Most of the aircraft operated by the Group are leased pursuant to various types of leasing arrangements.

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The following table sets forth certain information regarding the Group’s fleet of 261332 aircraft as of December 31, 2005.
             
          Average
  Number of Average age Passenger
Model Aircraft (years) Capacity
Boeing 777-200  4   9.53   380 
Boeing 777-21B  6   7.20   292 
Boeing 757-200  38   11.12   200 
Boeing 747F  2   3.42   n/a 
Boeing 737-800  15   2.32   167 
Boeing 737-700  29   2.85   138 
Boeing 737-500  15   12.80   130 
Boeing 737-300  31   11.89   145 
Airbus 300-600  6   10.96   272 
Airbus 319-100  21   1.05   128 
Airbus 320-200  30   5.38   158 
Airbus 321-100  10   2.50   182 
Airbus 330-200  4   0.72   264 
McDonnell Douglas 82  23   14.63   144 
McDonnell Douglas 90  13   7.85   157 
Embraer 145 Jet  6   1.23   50 
Cessna 208B  3   3.50   14 
ATR-72  5   7.95   72 
             
   261         
             
2007.
 
Model
 
Number of
Aircraft
 
Average age
(years)
 
Average
Passenger
Capacity
 
Boeing 777-200  4  11.53  380 
Boeing 777-21B  6  9.20  292 
Boeing 757-200  31  8.81  200 
Boeing 747F  2  5.42  n/a 
Boeing 737-800  58  1.89  167 
Boeing 737-700  43  3.58  138 
Boeing 737-500  8  13.57  130 
Boeing 737-300  25  13.14  145 
Airbus 300-600  6  12.96  272 
Airbus 319-100  33  2.24  128 
Airbus 320-200  49  5.09  158 
Airbus 321-200  23  2.54  182 
Airbus 330-200  6  2.04  264 
Airbus 330-300  2  0.04  292 
McDonnell Douglas 82  12  15.04  144 
McDonnell Douglas 90  13  9.85  157 
Embraer 145 Jet  6  3.23  50 
ATR-72  5  9.95  72 
Total  332       

During 2005,2007, the Group continued to expand and modernize its aircraft fleet. In 2005, theThe Group’s major aircraft transactions included:
     The addition
In 2007, the Group exercised purchase options of sevenone Boeing 777-200, three Boeing 737-300, three McDonnell Douglas 90, eight Airbus 320-200 and two Airbus 300-600 upon expiry of the respective lease terms.

Six Airbus 319-100, twothree Airbus 321-200 and four Boeing 737-700737-800 aircraft were acquired under operating lease, and three Boeing 737-800757-200 and four Boeing 737-400 aircraft under operating lease andwere returned during 2007. In addition, of one McDonnell Douglas 82 aircraft under wet lease agreement and the return of two Boeing 737-300, three Boeing 737-500 and two Boeing 737-300 QC under operating lease ; and
     The acquisition of five Boeing 737-700 and fourteen Boeing 737-800 aircraft six Airbus 320-200, four Airbus 330-200, six Airbus 319-100, two Airbus 321-200 and one Embraer 145 Jetacquired in 2007 were financed by a combination of internal funds, long-term bank loans and long term bank loans.finance lease agreements.
 
In January 2005, the Company, as a lessee, entered into an agreement with an independent lessor for operating leases of nine Boeing 737-800 aircraft for a term of seven years with total future lease payments totalling approximately RMB1,721 million, scheduled for deliveries in 2005 and 2006.
     In January 2005, China Aviation Supplies Import and Export Corporation, as a sole importing agent, entered into, on behalf of several PRC airlines includingJuly 2007, the Group a general purchase agreement with the Boeing Company for the import of Boeing B7E7 aircraft. The Company, being one of the ultimate users for thirteen of the Boeing B7E7 aircraft, endorsed the general purchase agreement. The Company is currently in negotiation with the Boeing Company regarding the purchase agreements on such aircraft.
     In March 2005, the Company, as a lessee, entered into another agreement with an independent lessor for operating leases of a total of twenty-five aircraft comprising five Boeing 737-700 aircraft, five Boeing 737-800 aircraft, five Airbus 320-200 aircraft and ten Airbus 321-200 aircraft with scheduled deliveries in 2006 and 2007. The terms of the leases range from ten to twelve years with total future lease payments totalling approximately RMB8,243 million.
     In April 2005, the Company entered into a purchase agreement with Airbus SNC for the purchase ofto acquire five Airbus A380319, ten Airbus 320 and five Airbus 321 aircraft, scheduled for deliveries in 20072009 to 2010.

In August 2005, CSA as a lessee,July 2007, the Group entered into ana purchase agreement with an independent lessor for operating leases of threeBoeing to acquire 25 Boeing 737-800 aircraft, for a term of 138 months, with total future lease payments totalling approximately Rmb986 million, scheduled for deliveries in 2006.2011 to 2013.

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In November 2005, CSA, as a lessee,August 2007, the Group entered into ana purchase agreement with an independent lessor for operating leases of five A320-200 aircraft for a term of 140 months with total future lease payments totalling approximately Rmb1,694 million,Boeing to acquire 55 Boeing 737 series, scheduled for deliveries in 2006; and2011 to 2013.
 
In August 2005, CSAOctober 2007, the Group entered into two separatea purchase agreementsagreement with Boeing and Airbus SNC respectively for the purchase ofto acquire ten B787Airbus 330-200 aircraft, which are scheduled for deliveries in 20082010 to 2010, and ten A330 aircraft, which are scheduled for deliveries in2012.

In 2007, and 2008.the Group disposed of 11 McDonnell Douglas 82 aircraft.
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Aircraft Financing Arrangements
Overview
 
A significant portion of the Group’s aircraft is acquired under long-term capitalfinance or operating leases or long-term mortgage loans with remaining terms to maturity ranging from one to fifteen years. As of December 31, 2005, 652007, 69 of the Group’s 261332 aircraft were operated under capitalfinance leases, 86130 were operated under operating leases, 5141 were financed by long-term mortgage loans, while the remaining were acquired either with cash proceeds or acquired by exercising the purchase options upon expiry of the respective capitalfinance leases. The Group’s planned acquisition of aircraft in the foreseeable future will generally be made pursuant to operating leases or capitalfinance leases. The Group’s determination as to its acquisition strategy depends on the Group’s evaluation at the time of its capacity requirements, anticipated deliveries of aircraft, the Group’s capital structure and cash flow, prevailing interest rates and other general market conditions.
 
The following table sets forth, as of December 31, 2005,2007, the number of aircraft operated by the Group pursuant to capital and operating leases and the remaining terms, expressed in years, of such leases.
             
          Average
  Capital Operating Remaining
Model Lease Lease Lease Term
Boeing 777-200 and 777-21B  5   4   4.48 
Boeing 757-200     15   3.10 
Boeing 737-700     10   5.60 
Boeing 737-800     3   8.17 
Boeing 737-500     15   0.99 
Boeing 737-300  4   10   1.32 
Airbus 300-600  6      1.20 
Airbus 319-100  6   15   9.05 
Airbus 320-200  24   6   4.35 
Airbus 321-100  6      8.02 
Airbus 330-200  4      11.28 
McDonnell Douglas 82     8   2.17 
McDonnell Douglas 90  10      1.69 
             
   65   86     
             

Capital Leases
 
Capital
Lease
 
Operating
Lease
 
Average
Remaining
Lease Term
 
Boeing 777-200 and 777-21B  4  4  2.96 
Boeing 757-200  0  11  2.53 
Boeing 737-700  9  15  6.46 
Boeing 737-800  10  28  7.61 
Boeing 737-500  0  8  0.81 
Boeing 737-300  0  4  5.20 
Airbus 300-600  1  0  0.07 
Airbus 319-100  6  27  7.83 
Airbus 320-200  25  16  6.24 
Airbus 321-100  6  13  9.55 
Airbus 330-200 and 330-300  4  4  9.97 
McDonnell Douglas 90  4  0  0.46 
Total  69  130   

Finance leases
 
As of December 31, 2005,2007, the Group’s aggregate future minimum lease payments (including future finance charges) required under its capitalfinance leases were RMB18,615RMB 19,499 million (US$2,307 2,669 million). As of the year end 2005,of 2007, a majority of the Group’s capitalfinance leases had original terms ranging from ten to fifteen years from the date of delivery of the relevant aircraft, and the remaining terms of these leases ranged from one to twelvefifteen years. The Group’s capitalfinance leases typically cover a significant portion of the relevant aircraft’s useful life and transfer the benefits and risks of ownership to the Group. Under its capitalfinance leases, the Group generally has an option to purchase the aircraft at or near the end of the lease term. As ais customary in the case of capitalfinance leases, the Group’s obligations are secured by the related aircraft, as well as other collateral.

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Operating Leases
 
As of December 31, 2005,2007, the Group’s aggregate future minimum lease payments required under its operating leases were RMB24,594RMB28,179 million (US$3,0483,858 million). As of the year end 2005,of 2007, the Group’s operating leases had original terms generally ranging from eightfive to tenfifteen years from the date of delivery of the relevant aircraft, and the remaining terms of these leases generally ranged from one to tenthirteen years. Pursuant to the terms of the operating leases, the Group is obligated to make rental payments based on the lease term, with no termination payment obligations or purchase option, and the lessor bears the economic benefits and risks of ownership. Under its operating leases, the Group has no option to purchase the aircraft and is required to return the aircraft in the agreed condition at the end of the lease term. Although title to the aircraft remains with the lessor, the Group is responsible during the lease term for the maintenance, servicing, insurance, repair and overhaul of the aircraft.

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Pursuant to capitalfinance or operating leases, the Group is obligated to indemnify the lessors against any withholding or similar taxes that may be imposed on the lessors by taxing authorities in China with regard to payments made pursuant to such leases. In accordance with relevant PRC tax regulations, a PRC lessee is liable to pay PRC withholding tax in respect of any lease payments regularly made to an overseas lessor. Depending on the circumstances, this tax is generally imposed at a fixed rate ranging from 10% to 20% of the lease payments, or in certain cases, the interest components of such payments. Pursuant to an approval document from the State Taxation Bureau, lease arrangements executed prior to September 1, 1999 are exempt from PRC withholding tax. The PRC withholding tax payable in respect of the operating leases executed after September 1, 1999 of RMB8RMB143 million, RMB23RMB60 million and RMB55 million during 2003, 20042007, 2006 and 2005 respectively, have been included as part of the operating lease charges.
Aircraft Flight Equipment
 
The jet engines used in the Group’s aircraft fleet are manufactured by General Electric Corporation, Rolls-Royce plc, United Technologies International, Inc., CFM International, Inc. and International Aviation Engines Corporation. As of year end 2005, theThe Group had 6771 and 69 spare jet engines for its fleet.fleet as of the year end of 2007 and 2006, respectively. The Group determines its requirements for jet engines based on all relevant considerations, including manufacturers’ recommendations, the performance history of the jet engines and the planned utilization of its aircraft. RotablesAcquisition of rotables and certain of the expendables for the Group’s aircraft are generally purchasedhandled by Southern Airlines (Group) Import & Export Trading Corporation (“SAIETC”), a subsidiary of CSAHC acting as agent for the Group, in consideration of an agency fee. The Group arranges the ordering of aircraft, jet engines and other flight equipment for the Airline Subsidiaries and keeps an inventory of rotables and expendables for the Airline Subsidiaries.
Aircraft Maintenance
 
A major part of the maintenance for the Group’s fleet other than overhauls of jet engines is performed by GAMECO, a jointly controlled entity established by the Company, Hutchison Whampoa (“Hutchison”) and South China International Aircraft Engineering Company Limited, consistent with the Group’s strategy to achieve fully integrated airline operations and to assure continued access to a stable source of high quality maintenance services. The remaining part of the maintenance for the Group’s fleet other than overhauls of jet engines is performed by service providers in China and overseas. GAMECO performs all types of maintenance services, ranging from maintenance inspections performed on aircraft before, after and between flights (“line maintenance services”) to major overhaul performed at specified intervals. GAMECO was the first of three aircraft maintenance facilities in China having been certified as a repair station by both the CAAC and the FAA. In March 1998, GAMECO received an approval certificate from the United Kingdom Civil Aviation Authority for the repair and maintenance of aircraft and aircraft engines.
 
The Group believes that GAMECO performs major maintenance checks on the Group’s aircraft within time periods generally consistent with those of large international airline maintenance centers. GAMECO’s repair and maintenance capabilities include overhaul of more than 90%64% of the Group’s aircraft. Although rotables for the Group’s aircraft are generally imported through SAIETC, a portion of expendables and other maintenance materials are directly imported by GAMECO. GAMECO also provides line maintenance services to 7eight other Chinese airlines and 1918 international airlines. GAMECO provides heavy maintenance services to 5four other Chinese airlines and 11nine international airlines.
 
The Company and GAMECO had entered into an Aircraft Maintenance and Engineering Agreement for the provision of aircraft repair and maintenance services. On May 17, 1996, the Company and GAMECO entered into an agreement regarding the fee arrangement for the provision of such repair and maintenance services (the “Fee Agreement”). Pursuant to the Fee Agreement and subsequent agreements, GAMECO charged the Company for expendables at cost plus 16%, and labour costs at US$30 per hour during 2005. For the year ended December 31, 2005, the amount2007. The amounts incurred by the Group for such repair and maintenance services waswere RMB661 million, RMB686 million, and RMB535 million.million for the years ended December 31, 2007, 2006 and 2005, respectively.

Overhauls of jet engines are performed by MTU Maintenance Zhuhai Co., Ltd., (“MTU Zhuhai”), a jointly controlled entity of the Company and MTU Aero Engines Gmbh, and also by overseas qualified service providers in Germany, Malaysia, Canada and England. Starting from 2003, MTU Maintenance Zhuhai Co., Ltd., (“MTU Zhuhai”) a jointly controlled entity of the Company and MTU Aero Engines Gmbh., also performed overhauls of certain jet engines for the Group. For the year ended December 31, 2005, repairRepair fees amounting to RMB386 million, RMB497 million and RMB583 million were paid to MTU Zhuhai.Zhuhai for the years ended December 31, 2007, 2006 and 2005, respectively.

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Safety
 
The Group endeavors to maintain strict compliance with all laws and regulations applicable to flight safety. In addition, the Group has adopted measures to eliminate or minimize factors that may impair flight safety, including specialized training programs and safety manuals. The Air Safety Management Department of the Company implements safety-related training programs on an ongoing basis in all of the Group’s operations to raise the safety awareness of all employees. As a result, overall flight safety has gradually improved. There were no serious incidents involving casualty or flight damage throughout the three years ended December 31, 2005.2007. For minor “incidents” which include various events and conditions prescribed by the CAAC which do not involve serious personal injury or material damage to flight equipment, the Group has kept the number consistently below the standard prescribed by the CAAC. For example, the Company’s “flight incident” ratio was 0.13, 0.130.065, 0.064 and 0.13 in 2003, 20042007, 2006 and 2005, respectively. In comparison, CAAC’s published maximum acceptable flight incident ratio was 1.30.7 in 2003 and 0.92007, 0.7 in 20042006 and 0.29 in 2005. This ratio is defined as the occurrence of one incident for every 10,000 hours of flight time.
 
Jet Fuel
 
Jet fuel costs typically represent a major component of an airline’s operating expenses. The Group’s jet fuel costs for 2005 accounted for 34.6%, 35.2% and 30.1% of the Group’s operating expenses.expenses for the years ended December 31, 2007, 2006 and 2005, respectively. Like all Chinese airlines, the Group is generally required by the Chinese Government to purchase its jet fuel requirements from regional branches of CAOSC and Bluesky Oil Supplies Company, except at the Shenzhen, Zhuhai and Sanya airports which are supplied by Sino-foreign joint ventures in which CAOSC is a joint venture partner. CAOSC is a State-owned organization controlled and supervised by the CAAC that controls the importation and distribution of jet fuel throughout China.
 
Jet fuel obtained from CAOSC’s regional branches is purchased at uniform prices throughout China that are determined and adjusted by CAOSC from time to time with the approval of the CAAC and the pricing department of the National Development and Reform Commission (“NDRC”) based on market conditions and other factors. As a result, the costs of transportation and storage of jet fuel in all regions of China are spread among all domestic airlines. Jet fuel costs in China are influenced by costs at State-owned oil refineries and limitations in the transportation infrastructure, as well as by insufficient storage facilities for jet fuel in certain regions of China.
 
Prior to 1994, domestic jet fuel prices were generally below international jet fuel prices. The Chinese Government had gradually increased domestic jet fuel prices in order to reflect more accurately the costs of supplying jet fuel in China. As a result, domestic jet fuel prices have become higher than those in the international market since the beginning of 1994. WithIn 2007, the WTO entry, thedomestic price of jet fuel price in China will probably be trimmed byfrom CAOSC was below international jet fuel prices due to the market force to be in line with theincrease of international market.jet fuel prices.
 CAOSC’s maximum fuel price in 2005 was RMB5,220 per ton.
The average price paid by the Group in 20052007 was RMB4,846RMB5,962 per ton, which represents a 28.47%2.1% increase from that of 2004.2006.
 
According to the Notice of the National Development and Reform Commission (“NDRC”)NDRC and the Civil Aviation Administration of China (“CAAC”)CAAC on Issues Relating to Introduction of the Fuel Surcharge for Domestic Routes, domestic airlines imposed fuel surcharges for all the domestic routes (excluding those from the mainland PRC to Hong Kong and Macau) with effect from August 1, 2005 (based on flight time). On February 16, 2006, the NDRC and CAAC released a supplementary document on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes, stating that due to the rising jet fuel price, the period of imposition of fuel surcharge by airlines was extended. The NDRC and CAAC released separate supplementary documents on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes on March 28, 2006 and September 1, 2006, respectively, thereby adjusting the amount of fuel surcharges in a range of RMB20 to RMB60 per passenger for distance, flown less than 800 kilometers, and in a range of RMB40 to RMB100 for distance, exceeding 800 kilometers, during the period temporarily from April 10, 2006 to October 10, 2006. On 28 March 2006,January 21, 2007, the NDRC and CAAC released anotheradditional supplementary documentdocuments on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes, thereby adjusting the amount of fuel surcharges from RMB20RMB60 to RMB30RMB50 per passenger for distance, flown being less than 800 kilometres,kilometers, and from RMB40RMB100 to RMB60RMB80 for distance exceeding 800 kilometres, duringkilometers. On November 5, 2007, the period temporarilyNDRC and CAAC released additional supplementary documents on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes, thereby adjusting the amount of fuel surcharges from April 10, 2006RMB50 to October 10, 2006.RMB60 per passenger for distance, flown less than 800 kilometers, and from RMB80 to RMB100 for distance exceeding 800 kilometers. The introduction of fuel surcharge and the extension of the duration of the same will help relieve, to a certain extent, the burden of high jet fuel cost, on the Group.

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In addition to purchases of jet fuel from CAOSC, the Group is also permitted by the Chinese Government to purchase a portion of its jet fuel requirements for its international flights from foreign fuel suppliers located outside China at prevailing international market prices. Jet fuel purchased from such sources outside China accounted for approximately 20%12% of the Group’s total jet fuel consumption in 2005.both 2007 and 2006.

Flight Operations
 
Flight operations for the Group’s flights originating in Guangzhou are managed by the Company’s flight operations and marketing divisions, which are responsible for formulating flight plans and schedules consistent with route and flight approvals received from the CAAC. The Company’s flight operations center in Guangzhou is responsible for the on-site administration of flights, including the dispatch and coordination of flights, deployment of aircraft, ground services and crew staffing. In addition, each of the Airline Subsidiaries maintains flight operations centers at all servicing airports for on-site administration of their flights. The Company’s general dispatch offices are responsible for monitoring conditions on the Group’s route network, administering the Group’s flight plans, collecting and monitoring navigation data and analyzing and monitoring airport conditions.

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To enhance its management of flight operations, the Group’s computerized flight operations control system (SOC) began operation in May 1999. The system utilizes advanced computer and telecommunications technology to manage the Group’s flights on a centralized, realtimereal-time basis. The Group believes that the system will assist it to (i) compile flight schedules more efficiently; (ii) increase the utilization of aircraft; (iii) allow real-time tracking of all of the Group’s flights; and (iv) improve coordination of the Group’s aircraft maintenance and ground servicing functions.
Training of Pilots and Flight Attendants
 
The Group believes that its pilot training program which was established in cooperation with the CAAC affiliated Beijing Aeronautics and Aviation University (the “BAAU”) has significantly improved the quality of the training received by the Group’s pilots and has helped maintain the quality of the Group’s staff of pilots at a level consistent with the expansion of operations called for by the Group’s business strategy.
 
In the Group’s pilot training program, trainees have two years of theoretical training at the BAAU. After successful completion of academic and physical examinations, studentsthe trainees receive flight training for a period of approximately 20 months at China Southern West Australian Flying College Pty Ltd. (the “Australian Pilot College”), a company that is 65% owned by the Company and 35% owned by CSAHC. Each studenttrainee at the Australian Pilot College is required to fly at least 230 hours before being awarded a flight certificate. Graduates of the BAAU and the Australian Pilot College are hired by the Group as trainee pilots after passing a CAAC-administered examination to obtain a pilot license. The total training period for the Group’s trainee pilots is approximately five years. About 110 trainee pilots graduated fromThe Group has about 1,900 trainees as at the Australian Pilot College each year.end of April 2008, more than 400 and 500 are expected to graduate in 2008 and 2009, respectively.
     Prior to January 2003, as
As part of the pilot training program, the Group also operated a flight simulator training center in Zhuhai, Guangdong Province (the “Zhuhai Training Center”), which was equipped with simulators for all models of aircraft currently operated by the Group. Traineetrainee pilots receivedreceive their initial training in the operation of a specific aircraft at the Zhuhai Training Center, which also provided training to pilots from other Chinese airlines. Such flight simulation training has been shifted towith Zhuhai Xiang Yi Aviation Technology Company Limited (“Zhuhai Xiang Yi), a jointly controlled entity between the Company and CAE International Holdings Limited, since January 2003.which also provides training to pilots from other Chinese airlines. Zhuhai Xiang Yi is equipped with simulators for all models of aircraft currently leases the flight simulation facilities of Zhuhai Training Center fromoperated by the Group and provides flight simulation training services to the Group.
 
The Group’s pilots are required to be licensed by the CAAC, which requires an annual recertification examination. The Group’s pilots attend courses in simulator training twice annually and in simulator emergency procedures annually. The Group also conducts regular advanced training courses for captains and captain candidates. Pilots advance in rank based on number of hours flown, types of aircraft flown and their performance history.

The Group used to fund the training of its recruited pilots in previous years and, as a result, incurred significant costs over the years. Recently, there has been a trend in the financing of pilot training worldwide from employer-sponsored to self-sponsored scheme. Such a change will not only cut down the Group’s training expenses significantly, but also ensures the long-term dedicated service of the pilots. Accordingly, the Group planed to recruit 150 pilots under the self-sponsored training arrangement.

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The Group conducts theoretical and practical training programs for its flight attendants at its Flight Attendants Training Center in Guangzhou (the “Guangzhou Training Center”). The Guangzhou Training Center is equipped with computerized training equipment, as well as simulator cabins for all models of aircraft currently operated by the Group. At the Guangzhou Training Center, flight attendants of the Group receive comprehensive training in areas such as in-flight service, emergency evacuation and water rescue.
 
Ground Services
 
The Group makes arrangements with airport authorities, other airlines or ground services companies for substantially all ground facilities, including jet-ways, waiting areas, ticket counters and support services buildings, at each airport that it serves. The Group pays landing, parking and other fees to such airports, including Guangzhou Baiyun International Airport in Guangzhou.Airport. At domestic airports, such fees are generally determined by the CAAC.
 
At newGuangzhou Baiyun International Airport, in Guangzhou, the Group operates its own passenger check-in, cargo, mail and baggage handling, aircraft maintenance and cleaning services. The Group also provides such services to other airlines that operate in newGuangzhou Baiyun International Airport.
 
Ground services at the airports in Shenzhen, Changsha,Wuhan, Zhengzhou, Haikou, Zhuhai, Xiamen, Fuzhou, Guilin, Shantou, Guiyang and Beihai are primarily operated directly by the Group. Ground services at the airport in Beijing are primarily provided by Beijing Southern Airlines Ground Services Company Limited, a jointly controlled entity between the Company and Beijing Aviation Ground Services Co. Ltd., since April 2004. Ground services at other airports in China are provided to the Group by local airport authorities or local airlines pursuant to various service agreements. Ground services and other services at airports outside China are provided to the Group by foreign services providers pursuant to various service agreements with such parties. All such agreements of the Group are short termshort-term and otherwise on terms that are customary in the industry.

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Air Catering

The Company owns a 75% equity interest in Guangzhou Nanland Air Catering Company Limited (“Nanland”). as of December 31, 2007. Nanland provides in-flight meals, snacks, drinks and related services for all of the Group’s flights originating in Guangzhou and substantially all other flights departing from newGuangzhou Baiyun International Airport. The Group contracts with various air catering suppliers with respect to in-flight catering services for flights originating from other airports, generally on an annual basis and otherwise on terms that are customary in the industry. In January 2008, the Company disposed of a 20% equity interest in Nanland to CIE EXPLOITATION DES SERVICES AUXILIAIRES AERIENS SERVAIR with a consideration of EUR5.8 million.

To facilitate the Company to optimize its assets structure, better tightening its cost control, reduce the number of connected transactions and enhance the independence of the Company’s operations in the long-run, the Company acquired 100% interest in Southern Airlines Group Air Catering Company Limited (“SAG Air Catering”) at August 31, 2007. SAG Air Catering mainly provides in-flight meals to airlines for different flights of the Company originating or stopping at the domestic airports, mainly in northern China and Xinjiang regions.

Cargo and Mail

The Group also provides air cargo and mail services. A significant portion of these services isare combined with passenger flights services. Currently, the Group also has two Boeing 747-400 freighters mainly servicing threefour international cargo routes, Shenzhen to Shanghai to Anchorage to Chicago, Shenzhen to Anchorage to Chicago, Shanghai to Anchorage to Chicago and Shenzhen to Shanghai to Belgium and Shanghai to Amsterdam.
 
Currently, the Group conducts its cargo business primarily through its cargo division in Shenzhen. To further tap into the growing cargo market, the Group has commenced the construction of a cargo centre in the Guangzhou new airport in 2004 and the construction was completed in 2005.

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Sales, Reservations and Marketing
 
Passenger Ticket Sales and Reservations
 
The Group’s ticket sales and reservations are conducted by or through independent sales agents and the Group’s own network of exclusive sales offices as well as the CAAC’s sales offices and CSAHC’s affiliates.associates. The Group has sales offices in Guangzhou and its other route bases. In addition, the Group maintains regional sales offices in other cities in China, including Beijing and Shanghai. The Group maintains international sales offices in Almaty, Amsterdam, Baku, Bangkok, Manila,Bishkek, Daejeon, Delhi, Dubai, Dushanbe, Fukuoka, Hanoi, Hiroshima, Ho Chi Minh City, Singapore,Islamabad, Irkutsk, Jakarta, Jeddah, Khabarovsk, Kathmandu, Kita Kyushu, Kuala Lumpur, Lagos, Los Angeles, Manila, Melbourne, Moscow, Nagoya, Nigata, Novosibirsk, Osaka, Paris, Penang, Jakarta and Phnom Penh, in Southeast Asia, as well as inPhuket, Pusan, Sapporo, Sendai, Toyame, Hiroshima, Nagoya, Niigata, Osaka, Fukuoka,Seoul, Sharjah, Siemreap, Singapore, Sydney, Taegu, Tashkent, Teheran, Tokyo, Seoul, Daejeon, Daegu, Busan Amsterdam, Los Angeles, Sydney, Paris, MelbourneToyama and Sharjah.Vientiane, Vladivostok Yangon. 
 In Hong Kong, ticket sales and reservations services are provided to the Group by China National Aviation Corporation and Nanlung Travel Agency Limited (a subsidiary of CSAHC) for a commission of 3% – 9% of the ticket price.
The Group also has agency agreements with airlines in the Asia-PacificAsia- Pacific region, Europe, the United States and Africa for the processing of ticket sales and reservations on a reciprocal basis. In 2005,2007, approximately 30%10.5 % of all ticket sales for the Group’s scheduled flights were made by the Group’s and CAAC’s network of sales offices and CSAHC’s affiliates.associates. The Group also sells tickets and accepts reservations through an extensive network of non-exclusive independent sales agents, substantially all of whom operate in cities throughout China, with the remainder operating principally in Hong Kong and other Southeast Asian destinations served by the Group.agents. Under the agency agreements with these sales agents, the Group pays commissions based on the value of tickets sold. The Group pays independent sales agents in China a commission of 3% of the ticket price, and pays independent sales agents outside China a commission ranging from 5% – 9%1.5%-9% of the ticket price. Sales agents are typically permitted to withhold their commission from the proceeds of ticket sales that are remitted to the Group. In 2005,2007, independent sales agents accounted for approximately 70%89.5 % of the Group’s ticket sales for its scheduled flights.
 
Substantially all of the Group’s sales offices and agents in China are linked electronically to the CAAC’s computerized ticketing and reservations system, which is in turn linked to all domestic airlines for flights throughout China. The Group has also entered into membership agreements with several international reservation systems, including ABACUS in Southeast Asia, SABRE and GALILEO in the United States, AMADEUS in Europe and INFINI in Japan. These systems facilitate reservations and sales of tickets for the Group’s international flights.
 
Cargo
 
The Group’s cargo and mail services are promoted through its own cargo divisions and independent cargo agents both within and outside China that track available space among all airlines. In particular, the Group employs a number of cargo agents in the Pearl River deltaDelta region. The Group generally pays such agents a commission of 4% - 5% of the relevant cargo freight rate for domestic and international services, respectively.services.

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Promotional and Marketing Activities
 
The Group engages in regular promotional and marketing activities in an effort to increase its market share. The Group’s promotional and marketing activities for domestic routes emphasize safety, passenger comfort and the frequency of the Group’s flights. The Group’s promotional and marketing activities for international and Hong Kong and Macau regional passengers emphasize the Group’s quality of service, extensive route network in China and greater frequency of flights relative to other Chinese airlines. In addition, the Group also promotes and markets its Hong Kong and Macau regional and international routes on the basis of price.

The Group has been seeking to increase its name recognition by offering new services to passengers. For example, the Group was the first Chinese airline to provide off-airport check-in services. The Group also offers transfer and baggage “through-handling” services to passengers connecting to other airlines, including passengers connecting in Hong Kong for flights to Taiwan.
 
To enhance relationships with its passengers, the Group has launched two frequent flyer programs, namely the “China Southern Airlines Sky Pearl Club”, and the “Egret Mileage Plus”. By the end of 2005,2007, the Group had approximately 4,055,6005,265,500 members under these programs.
 
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Regulation
 
The Chinese commercial aviation industry is subject to a high degree of regulation and oversight by the CAAC. Regulations and policies issued or implemented by the CAAC encompass substantially all aspects of airline operations, including the approval of domestic, Hong Kong and Macau and international route allocation, published airfares,air fares, aircraft acquisition, jet fuel prices and standards for aircraft maintenance, airport operations and air traffic control. The Civil Aviation Law, which became effective in March 1996, provides a framework for regulation of many of these aspects of commercial aviation activities. Although China’s airlines operate under the supervision and regulation of the CAAC, they are accorded an increasingly significant degree of operational autonomy, including with respect to the application for domestic, Hong Kong and Macau and international routes, the allocation of aircraft among routes, the purchase of flight equipment, the pricing of air fares within a certain range, the training and supervision of personnel and their day-to-day operations.

As an airline providing services on international routes, the Group is also subject to a variety of bilateral civil air transport agreements that provide for the exchange of air traffic rights between China and various other countries. In addition, China is a contracting state, as well as a permanent member, of the International Civil Aviation Organization (the “ICAO”), an agency of the United Nations established in 1947 to assist in the planning and development of international air transport, and is a party to many other international aviation conventions. The ICAO establishes technical standards for the international aviation industry. The Group believes that it, in all material respects, complies with all such technical standards.
 
Route Rights
 
Domestic Routes. The right of any Chinese airline to carry passengers or cargo on any domestic route must be obtained from the CAAC. Non-Chinese airlines are not permitted to provide domestic air service between destinations in China. The CAAC’s policy is to assign a domestic route to the Chinese airline that is best suited to serve the route based, in part, on the location of the airline’s main or regional base at the point of origin. Under current regulations, airlines are generally expected to operate mainly from their route bases, and flights within a particular region are expected to be served by airlines based in that region. The Group believes that these regulatory parameters benefit airlines, such as the Group, that have a large number of regional route bases. The CAAC also considers other factors that may make a particular airline suitable to operate a domestic route, including the applicant’s general operating authority, compliance with pricing regulations and regulations applicable to safety and service quality, market demand, the ability of the applicant in terms of its existing routes, and airport facilities and related support services.
 
The CAAC considers market conditions for a domestic route in determining whether the route should be allocated to one or more airlines. The CAAC requires the passenger load factor on a particular route to reach 75% before additional flights may be addedput on that route. Airlines serving the route are given priority for such additional flights, and only if such airlines cannot operate more flights will the CAAC permit another airline to commence service.
 
Hong Kong and Macau Routes. Hong Kong and Macau routes and landing rights are derived from agreements between the Chinese Government and the government of the Hong Kong SAR, and between the Chinese Government and the government of Macau SAR. Such rights are allocated by the CAAC among the four Chinese airlines permitted to fly to Hong Kong or Macau. The Group understands that the criteria for determining whether a Hong Kong and Macau route will be allocated to a particular airline include market demand, the ability of the airline to service the route and the appropriateness of the airline’s aircraft for such route.

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A number of Hong Kong routes are operated by Chinese airlines on a “charter” flight basis. Permission to operate these flights is in theory subject to monthly review by the CAAC and the Hong Kong Civil Aviation Department. The CAAC has informally indicated that it primarily considers market demand and airline capability in granting permission for such flights.
 
International Routes. International route rights, as well as the corresponding landing rights, are derived from air services agreements negotiated between the Chinese Government, through the CAAC, and the government of the relevant foreign country. Each government grants to the other the right to designate one or more domestic airlines to operate scheduled service between certain destinations within each of such countries. Upon entering into an air services agreement, the CAAC determines the airline to be awarded such routes based on various criteria, including the availability of appropriate aircraft, flight and management personnel, safety record, the overall size of the airline, financial condition and sufficiency of assets to bear civil liabilities in international air services. These route rights may be terminated by the CAAC under special circumstances.

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The criteria for determining whether an international route will be allocated to a second airline generally include (i) the terms of the relevant bilateral civil aviation agreement; (ii) consistency with overall national plans and the national interest and the enhancement of reasonable competition; and (iii) whether the international airports to be used are sufficient for the aircraft flown and employ security measures consistent with international standards.

In addition, if the relevant bilateral civil aviation agreement permits more than one Chinese airline to operate a particular international route, the CAAC will only permit a second airline to operate on such route if the number of passengers carried annually exceeds 100,000 and if there is a minimum average load factor of 68% for routes with at least five weekly flights by Chinese airlines, or 80% for routes with four or fewer weekly flights by Chinese airlines.

Air Fare Pricing Policy
 
Pursuant to “Pricing Reform of Domestic Civil Aviation” as approved by the State Council of the PRC effective on April 20, 2004, prices on domestic routes now fluctuate freely within a predetermined range. Instead of direct supervision by setting prices of air tickets through a local price bureau, the government now provides guidance on domestic flights and domestic civil aviation is controlled by the government indirectly. Market-oriented pricing policy was introduced and pricing system has been adjusted as a result of the above pricing reform.
 
Published air fares of Chinese airlines for the Hong Kong and Macau routes are determined by the CAAC and the relevant civil aviation authorities in Hong Kong or Macau, subject to consultation between the relevant Chinese airlines and Hong Kong or Macau airlines. Airlines may offer discounts on flights on their Hong Kong regional routes.
 
Published air fares of Chinese airlines for international routes are determined through consultation between the relevant Chinese airlines and foreign airlines in accordance with the civil aviation agreements between the Chinese Government and the relevant foreign government, taking into account the international air fare standards established through the International Air Transport Association. All air fares for international routes must be approved by the CAAC. Discounting of published international air fares is permitted.
 
Acquisition of Aircraft and Flight Equipment
 
The CAAC requires all Chinese airlines to acquire their aircraft through China Aviation Supplies Import and Export Corporation (“CASC”), an entity controlled by the CAAC. If a Chinese airline plans to acquire an aircraft, the airline must first seek approval from the CAAC and NDRC. The airline must, as a condition of approval, provide specific acquisition plans, which are subject to modification by the CAAC and NDRC. If the CAAC and NDRC approve an aircraft acquisition, the airline negotiates the terms of the acquisition with the manufacturer together with CASC because CASC possesses the license required to import or export aircraft, and CASC receives a commission in respect thereof. Most Chinese airlines are also required to acquire their aircraft engines, spare parts and other flight equipment through CASC. The Company and a few other Chinese airlines are permitted to import jet engines and other flight equipment for their own use without the participation of CASC. In the case of the Company, SAIETC acts as its importerimport agent and is paid an agency fee for its services.

Jet Fuel Supply and Pricing

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CAOSC and Bluesky Oil Supplies Company, companies controlled and supervised by the CAAC, are the only jet fuel supply companies in China, with the exception of the joint venture jet fuel supply companies that supply the Shenzhen, Zhuhai and Sanya airports, in each of which CAOSC is a partner. Airlines are generally not permitted to buy jet fuel from other suppliers in their domestic operations, since the direct import of jet fuel for domestic purposes is prohibited. As a result, all Chinese airlines purchase their domestic jet fuel supply requirements (other than in respect of their Shenzhen, Zhuhai or Sanya operations) from the seven regional branches of CAOSC. Jet fuel obtained from such regional branches is purchased at uniform prices throughout China that are determined and adjusted by CAOSC from time to time with the approval of the CAAC and the pricing department of the NDRC based on market conditions and other factors.

Safety
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Safety

The CAAC has made the improvement of air traffic safety in China a high priority and is responsible for the establishment of operational safety, maintenance and training standards for all Chinese airlines. The Chinese airlines are required to provide monthly flight safety reports to the CAAC, including reports of flight or other incidents or accidents and other safety related problems involving such airline’s aircraft occurring during the relevant reporting period. The CAAC periodically conducts safety inspections on individual airlines.
 
The CAAC oversees the standards of all Chinese airline pilots through its operation of the CAAC Aviation College. The CAAC Aviation College is a monitoring unit located in Tianjin which implements a uniform pilot certification process applicable to all Chinese airline pilots and is responsible for the issuance, renewal, suspension and cancellation of pilot licenses. Every pilot is required to pass CAAC-administered examinations before obtaining a pilot license and is subject to an annual recertification examination.
 
All aircraft operated by Chinese airlines, other than a limited number of leased aircraft registered in foreign countries, are required to be registered with the CAAC. All aircraft operated by Chinese airlines must have a valid certificate of airworthiness, which is issued annually by the CAAC. In addition, maintenance permits are issued to a Chinese airline only after its maintenance capabilities have been examined and assessed by the CAAC. Such maintenance permits are renewed annually. All aircraft operated by Chinese airlines may be maintained and repaired only by CAAC-certified maintenance facilities, whether located within or outside China. Aircraft maintenance personnel must be certified by the CAAC before assuming aircraft maintenance posts.

Security
 
The CAAC establishes and supervises the implementation of security standards and regulations for the Chinese commercial aviation industry. Such standards and regulations are based on Chinese laws, as well as standards developed by international commercial aviation organizations. Each airline and airport in China is required to submit to the CAAC an aviation security handbook describing specific security procedures established by such airline or airport for the day-to-day operations of commercial aviation and procedures for staff training on security. Such security procedures must be based on relevant CAAC regulations and international commercial aviation treaties. Chinese airports and airlines that operate international routes must also adopt security measures in accordance with the requirements of the relevant international agreements.
 
Noise and Environmental Regulation
 
All airlines in China must comply with the noise and environmental regulations of the PRC State Environmental Protection Agency. Applicable regulations of the CAAC permit Chinese airports to refuse take-off and landing rights to any aircraft that does not comply with noise regulations.
 
Chinese Airport Policy
 
The CAAC supervises and regulates all civilian airports in China. The local government of the PRC manages the administration of most civilian airports in China, including the newGuangzhou Baiyun International Airport as of 2005, with limited exceptions. Airports in China are also subject to regulation and ongoing review by the CAAC, which determines take-off and landing charges, as well as charges for the use of airports and airport services.
 
Competition
 
The CAAC’s extensive regulation of the Chinese commercial aviation industry has had the effect of managing competition among Chinese airlines. Nevertheless, competition has become increasingly intense in recent years due to a number of factors, including relaxation of certain regulations by the CAAC, an increase in the number of Chinese airlines and an increase in the capacity, routes and flights of Chinese airlines.

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In the Chinese aviation industry, the three dominant airlines are the Group, Air China and China Eastern Airlines (“China Eastern”). In 2005,2007, these three airlines together controlled approximately 74.84%71.8% of the commercial aviation market in China as measured by passengers carried.

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Most major Chinese airlines have in recent years significantly expanded their fleets, while at the same time passenger traffic has not increased proportionately. This has resulted in a reduction in the passenger load factors for most Chinese airlines. As a result, Chinese airlines are required to be more competitive with respect to, for example, quality of service, including ticketing and reservations, in-flight services, flight scheduling and timeliness.
 
The Group expects that competition in China’s commercial aviation industry will continue to be intense. The Group will also face increasing competition from alternative means of transport, such as highway and rail, as China’s transportation infrastructure improves.
 
Relative to other Chinese airlines, however, the Group believes that it possesses certain competitive advantages. The Group has the most extensive route network and the largest number of regional route bases among Chinese airlines, which the Group believes places it in a favorable position in the route allocation process. The Group also has the largest aircraft fleet of any Chinese airline, which, together with the Group’s planned aircraft acquisitions, will permit the Group to expand its operations and to improve the deployment of the aircraft in its fleet. The Group also believes that its dominant presence in the populous and economically developed southern and central regions of China provides it with a competitive advantage in attracting new customers and that its fully integrated flight training, aircraft and engine maintenance, and air catering operations enable it to achieve and maintain high quality service to its customers.
 
The following table sets forth the Group’s market share of passengers carried, cargo and mail carried and total traffic of Chinese airlines for the years indicated.
                                    
 Total traffic
 Passenger carried Cargo and Mail Carried (tons) (ton kilometers)
 Industry Group’s Industry Group’s Industry Group’s 
 
Passenger carried
 
Cargo and Mail
Carried (tons)
 
Total traffic
(ton kilometers)
 
Year Total Share Total Share Total Share 
Industry
Total
(in millions)
 
Group’s
Share
(% of total)
 
Industry
Total
(in
 thousands)
 
Group’s
Share
(% of total)
 
Industry
Total
(in billion)
 
Group’s
Share
(% of total)
 
 (in million) (% of total) (in thousand) (% of total) (in billion) (% of total)
1999 60.9 24.8 1,704 22.9 10.6 18.9 
2000 67.2 24.9 1,967 22.5 12.3 20.0   67.2 24.9 1,967 22.5 12.3 20.0 
2001 75.2 25.4 1,709 23.3 14.1 21.5   75.2 25.4 1,709 23.3 14.1 21.5 
2002 85.9 25.0 2,021 23.3 16.5 21.9   85.9 25.0 2,021 23.3 16.5 21.9 
2003 87.6 23.4 2,190 21.2 17.1 20.8   87.6 23.4 2,190 21.2 17.1 20.8 
2004 121.2 23.3 2,770 19.7 23.1 20.2   121.2 23.3 2,770 19.7 23.1 20.2 
2005 138.3 31.8 3,067 25.3 26.1 27.9  138.3 31.8 3,067 25.3 26.1 27.9 
2006  159.7 30.8 3,494 23.4 30.6 26.4 
2007  185.8 30.6 4,018 21.7 36.5 25.3 

Domestic Routes
 Domestic Routes
The Group competes against its domestic competitors primarily on the basis of flight schedule, route network, quality of service, safety, type and age of aircraft and, to a lesser extent and until recently, price. The Group competes against 10 other Chinese airlines in its various domestic route markets. Of these competitors, the largest are two airlines owned or controlled by the Chinese Government, and the remaining eight airlines are operated by or under the control of various Chinese provincial or municipal governments.

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The following table sets forth the Group’s market share of the passengers carried, cargo and mail carried on departing flights and total departing flights at the ten busiest airports in China, based on passenger volume, in 2005.2007.

             
      Cargo and Mail   
  Passenger carried Carried Departing flight
Airport (% of total) (% of total) (% of total)
Beijing  19.14%  19.06%  17.95%
Shanghai Pudong  9.86%  5.13%  10.38%
Guangzhou  54.71%  45.10%  53.75%
Shanghai Hongqiao  18.18%  18.41%  16.95%
Shenzhen  33.08%  31.59%  29.98%
Chengdu  13.99%  17.07%  10.72%
Kunming  21.71%  18.27%  18.24%
Hangzhou  38.31%  32.91%  35.00%
Xian  14.75%  19.69%  10.18%
Haikou  30.26%  33.19%  23.73%
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Cargo and Mail
   
Airport
 
Passenger carried
(% of total)
 
Carried
(% of total)
 
Departing flight
(% of total)
 
Beijing  18.39% 12.21% 17.17%
Shanghai Pudong  9.32% 3.26% 10.00%
Guangzhou  50.46% 39.61% 50.85%
Shanghai Hongqiao  17.57% 22.39% 16.39%
Shenzhen  30.10% 23.41% 28.97%
Chengdu  14.26% 16.20% 12.60%
Kunming  17.18% 20.97% 16.09%
Hangzhou  38.72% 35.06% 36.64%
Xi'an  18.66% 21.37% 17.12%
Chongqing  24.91% 27.44% 22.86%

The following table sets forth the Group’s market share of the passengers carried, cargo and mail carried on departing flights and total departing flights at 8eight busiest airports in southern and central China (excluding Guangzhou Shenzhen and Haikou,Shenzhen, which are included in the table above), based on passenger volume, in 2005.2007.
             
      Cargo and Mail   
  Passenger carried Carried Departing flight
Airport (% of total ) (% of total) (% of total)
Changsha  51.60%  71.54%  47.39%
Wuhan Tianhe  39.60%  43.56%  33.79%
Guilin  38.90%  38.26%  38.69%
Sanya  43.45%  29.70%  40.33%
Zhengzhou  71.79%  61.78%  59.17%
Nanning  43.60%  40.67%  35.27%
Zhang Jia Jie  40.45%  80.56%  38.33%
Shantou  81.64%  80.67%  69.55%

    
Cargo and Mail
   
 
Airport
 
Passenger carried
(% of total )
 
Carried
(% of total)
 
Departing flight
(% of total)
 
Wuhan  39.59% 47.65% 34.93%
Changsha  51.17% 69.45% 50.37%
Haikou  28.57% 29.6% 27.85%
Sanya  35.32% 33.9% 36.76%
Zhengzhou  58.67% 63.32% 51.78%
Guilin  39.02% 39.11% 37.98%
Nanning  43.06% 39.14% 38.61%
Zhang Jia Jie  39.59% 67.78% 40.31%

Hong Kong and Macau Routes
     The Group dominates the routes operated by Chinese airlines between Hong Kong and Macau and China.
In 2005,2007, the Group operated an averageconducted a total of more than 17,807 “charter” and other scheduled15,035 flights per week between China and Hong Kong or Macau, accounting for approximately 34.4% of the total number of passengers carried by all Chinese airlines on the Hong Kong and Macau routes. The Group believes that the routes on which it operates “charter” flights are among its highest yielding routes, primarily because the Group faces limited competition on such routes and is consequently less subject to downward pricing pressures. Dragon Air, which is a Hong Kong-based airline, competes with the Group on many of the Group’s Hong Kong and Macau routes.
     Air Macau Group Ltd. (“Air Macau”), a Macau-based airline, started to operate routes in 1996 between Macau and China, including destinations such as Beijing, Shanghai, Xiamen and Wuhan. Air Macau also operates routes between Macau and Taiwan, including flights which allow passengers to travel between Taiwan and China through Macau. The air fares on some of Air Macau’s routes are significantly less than air fares on comparable routes of the Group. Air Macau’s routes provide an alternative to and compete with the Group’s Hong Kong and Macau routes, accounting for approximately 24.7% of all passengers travellingcarried by Chinese airlines on routes between TaiwanHong Kong or Macau and destinations in China. The Group faces less competition on regional routes than that on domestic and international, and earns higher operating margin. Air China, Air Macau, Dragon Air and Cathay Pacific Airways compete with Group in the regional traffic markets.

International Routes
 International Routes
The Group competes with Air China, China Eastern and many well-established foreign airlines on its international routes. Most of these international competitors have significantly longer operating histories, substantially greater financial and technological resources and greater name recognition than the Group. In addition, the public’s perception of the safety and service records of Chinese airlines may adversely affect the Group’s ability to compete against its Hong Kong and Macau and international competitors. Many of the Group’s international competitors have larger sales networks and participate in reservation systems that are more comprehensive and convenient than those of the Group, or engage in promotional activities that may enhance their ability to attract international passengers.

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Air China has the most extensive international route network among Chinese airlines. Beijing, the hub of Air China’s operations, has been the destination for most international flights to China. The Group competes against, among other airlines, Thai Airways International, Singapore Airlines, Malaysian Airlines System, Air China and China Eastern on flights to Southeast Asian destinations. In the case of its European routes, the Group’s competitors include Air France — KLM.Cathay Pacific Airways. The Group faces competition on its international routeroutes from Air China and China Eastern, each of which operates several routes between destinations in China and the United States, as well as international airlines that fly to Los Angeles from Hong Kong. The Group competes in the international market primarily on the basis of safety, price, timeliness and convenience of scheduling.
 
Airline Subsidiaries
 
The Airline Subsidiaries are joint ventures established by the Company and local companies in the provinces or special economic zones where the Airline Subsidiaries are based and are engaged in providing airline and related services. Except for Guangxi Airlines, of which theThe Company has 95% equity interest, the Company owns a 60% equity interest in each of the remaining Airline Subsidiaries.
 
As of December 31, 2005,2007, Xiamen Airlines operated under its own “MF” code a fleet of 3446 aircraft on 9697 domestic routes, 911 international routeroutes and 7six Hong Kong and Macau routes. In 2005,2007, Xiamen Airlines carried a total of about 6.929.25 million passengers, or approximately 15.7%16.26% of the passengers carried by the Group in that year, and had RMB4,852RMB7,485 million in operatingtraffic revenue.
 
As of December 31, 2005,2007, Shantou Airlines operated under the Group’s “CZ” code 6nine aircraft on 1214 domestic routes, 1one international route and 1one Hong Kong and Macau route. In 2005,2007, Shantou Airlines carried a total of about 1.171.86 million passengers, or 2.7%3.26% of the passengers carried by the Group in that year. Total operatingtraffic revenue of Shantou Airlines for the year ended December 31, 20052007 was RMB844RMB1,289 million.
 
As of December 31, 2005, Guangxi2007, Chongqing Airlines operated under the “CZ”“OQ” code 5four aircraft on 15five domestic routes 4 international routes and 2 Hong Kong and Macau routes.previously operated by the Company. In 2005, Guangxi2007, Chongqing Airlines carried a total of about 1.03 million217,000 passengers, or 2.3%0.38% of the total number of passengers carried by the Group in that year. Total operatingtraffic revenue of GuangxiChongqing Airlines for the year ended December 31, 20052007 was RMB722RMB119 million.
 
As of December 31, 2005,2007, Zhuhai Airlines operated under the “CZ” code 5five aircraft on 1014 domestic routes. In 2005,2007, Zhuhai Airlines carried a total of about 834,000917,600 passengers, or approximately 1.9%1.61% of the total number of passengers carried by the Group in that year. Total operatingtraffic revenue of Zhuhai Airlines for the year ended December 31, 20052007 was RMB719RMB723 million.
 
As of December 31, 2005,2007, Guizhou Airlines operated under the “CZ” code 6eight aircraft on 1422 domestic routes. In 2005,2007, Guizhou Airlines carried a total of about 1.341.46 million passengers, or approximately 3.0%2.56% of the total number of passengers carried by the Group in 2005.2007. Total operatingtraffic revenue of Guizhou Airlines was approximately RMB882RMB1,070 million for the year ended December 31, 2005.2007.

Insurance
 
The CAAC maintains fleet and legal liability insurance on behalf of the Group and all other Chinese airlines with the People’s Insurance Company of China (“PICC”) under the PICC master policy. The Group maintains aviation hull all risks, spares and airline liability insurance, aircraft hull all risks and spare engines deductible insurance, aviation hull war and allied perils policy of the type and in the amount customary in the Chinese aviation industry.
 
31

Under Chinese law, civil liability of Chinese airlines for injuries suffered by passengers on domestic flights is limited to RMB70,000RMB400,000 (approximately US$8,455)54,760) per passenger. Under the Convention for the Unification of Certain Rules Relating to International Transportation by Air of 1929 (as amended by the protocol of 1955, the “Warsaw Convention”), unless a separate agreement has been entered into between China and a specific country, civil liability for injuries suffered by passengers on international flights is limited to US$135,000122,000 per passenger. The Group believes that it maintains adequate insurance coverage for the maximum civil liability that can be imposed in respect of injuries to passengers under Chinese law, the Warsaw Convention or any separate agreement applicable to the Group.
 
The CAAC allocates insurance premiums payable in respect of the PICC master policy to each participating airline based on the value of the airline’s insured aircraft or, in the case of leased aircraft, based on the amount required by the terms of the lease. Insurance claims made by any participating airline may cause the premiums paid by the Group under the PICC master policy to increase. PICC’s practice has been to reinsure a substantial portion of its aircraft insurance business through reinsurance brokers on the London reinsurance market.

30


 
Intellectual Property
 
The Group’s businesses and operations, other than the businesses and operations of Xiamen Airlines and Chongqing Airlines, are conducted under the names “China Southern” and “China Southern Airlines” in both English and Chinese. The Group uses as its logo a stylized rendition of a kapok plant. Xiamen Airlines conducts its businesses and operations under the name of “Xiamen Airlines” in English and Chinese and uses its own logo depicting a stylized rendition of an egret. Chongqing Airlines conducts its business and operations under the name of “Chongqing Airlines” in English and Chinese and uses its own logo depicting a cross of two rivers.
 
The names “China Southern” and ���China“China Southern Airlines” contain Chinese words of common usage and are therefore not eligible for registration as tradenames under current Chinese law. The kapok logo is a trademark registered in China and recorded with the International Air Transport Association (“IATA”), the rights to which are owned by CSAHC. The Company and CSAHC have entered into a trademark license agreement (the “Trademark License Agreement”), pursuant to which CSAHC has licensed to the Group the right to use the names “China Southern” and “China Southern Airlines” in both English and Chinese and granted the Company a 10-year renewable license from 1997 to use the kapok logo on a world-wide basis. CSAHC has retained the right to use the kapok logo in connection with its non-airline related businesses conducted as of the date of the Trademark License Agreement and to permit its affiliatesassociates that do not compete, directly or indirectly, with the Group to use the kapok logo. Unless CSAHC gives a written notice of termination three months before the expiration of the agreement, the agreement will be automatically renewed for another ten-year term. Xiamen Airlines owns all rights to its egret logo, which is a trademark registered in China, and recorded with the IATA. Chongqing Airlines also owns all rights to its logo, which is a trademark registered in China, and recorded with the IATA.
 
The Company owns all rights to three trademarks, being SKY PEARL CLUB, the logo relating to Easy Cargo 5000 and “SKY PEARL CARD” which are registered in China, and recorded with Trademark Office of the State Administration for Industry and Commerce. Zhuhai Airlines Company Limited owns all rights to the airline logo which is registered with the Trademark Office of the State Administration for Industry and Commerce.

32


Organizational Structure
 
The following chart illustrates the corporate structure of the Group as of year end 20052007 and the aggregate effective equity interest of the Company in each of its principal subsidiaries, affiliated companiesassociates and jointly controlled entities.
(FLOW CHART)
CHINA SOUTHERN AIRLINES COMPANY LIMITED
Note a: Another 26%Including 13% ownership interest is held by CSA’s subsidiaries.

31


 
The particulars of the Company’s principal subsidiaries as of December 31, 20052007 are as follows:

Name of company
 
Place and date of
establishment
/operation
 
establishment
Proportion of ownership
Name of company/operation
interest held
by the Company
Guangxi Airlines Company LimitedPRC
April 28, 1994
95 
Southern Airlines (Group) Shantou Airlines Company Limited PRC
July 20, 1993
  60%
Zhuhai Airlines Company Limited PRC
May 8, 1995
  60%
Xiamen Airlines Company Limited PRC
August 11, 1984
  60%
Guizhou Airlines Company Limited PRC
November 12, 1991
  60%
Chongqing Airlines Company LimitedPRC June 16, 200760%
Guangzhou Air Cargo Company Limited PRC
March 31, 2004
  70%
Guangzhou Nanland Air Catering Company Limited PRC
November 21, 1989
  75%
China Southern West Australian Flying College Pty Ltd. Australia
January 26, 1971
  65%
Guangzhou Baiyun International LogisticLogistics Company Ltd PRC
July 23, 2002
  61%
Xinjiang Civil Aviation Property Management Limited PRC
February 12, 2002
  51.8%
Southern Airlines Group Air Catering Company LimitedPRC December 25, 2003100%
Nanlung International Freight Company LimitedHong Kong October 1, 199651%

Affiliated Companies and Jointly Controlled Entities
33


The particulars of the Group’s principal affiliated companiesassociates and jointly controlled entityentities as of December 31, 20052007 are as follows:
               
    Proportion of ownership  
  Place and date of interest held by  
  establishment Group    
Name of company /operation effective interest The Company Subsidiaries
Guangzhou Aircraft Maintenance Engineering Company Limited PRC
October 28, 1989
  50   50    
China Southern Airlines Group Finance Company Limited PRC
June 28, 1995
  49.3   32   26 
Sichuan Airlines Corporation Limited PRC
August 28, 2002
  39   39    
China Postal Airlines Limited PRC
November 25, 1996
  49   49    
MTU Maintenance Zhuhai Co. Ltd PRC
April 6, 2001
  50   50    
Zhuhai Xiang Yi Aviation Technology Company Limited PRC
July 10, 2002
  51   51    
Beijing Southern Airlines Ground Service Company Limited PRC
April 1, 2004
  50   50     

     Certain of the Company’s subsidiaries, affiliated companies and jointly controlled entities are PRC joint ventures which have limited duration pursuant to PRC law.
Name of company
 
Place and date of
establishment
/operation
 
Proportion of ownership
interest held by
 
    
Group
effective interest
 
 The Company
 
Subsidiaries
 
Guangzhou Aircraft Maintenance Engineering Company Limited  PRC October 28, 1989  50% 50%  
China Southern Airlines Group Finance Company Limited  PRC June 28, 1995  34% 21.1% 12.9%
Sichuan Airlines Corporation Limited  PRC August 28, 2002  39% 39%  
China Postal Airlines Limited  PRC November 25, 1996  49% 49%  
MTU Maintenance Zhuhai Co. Ltd  PRC April 6, 2001  50% 50%  
Zhuhai Xiang Yi Aviation Technology Company Limited  PRC July 10, 2002  51% 51%  
Beijing Southern Airlines Ground Service Company Limited  PRC April 1, 2004  50% 50%  

Property, Plant and Equipment
 
For a discussion of the Group’s aircraft, see Item 4, “Information on the Company — History and development of the Company — Aircraft Fleet.Acquisitions.

32


 
The Group’s headquarters in Guangzhou occupy an area of approximately 149,000254,400 square meters of land and a total gross floor area of approximately 149,000536,652 square meters. The Group leases from CSAHC the land in Guangzhou on which the Group’s headquarters and other facilities are located. The Group also leases from CSAHC certain buildings mainly at the Haikou, Wuhan, Nanyang, Shenyang, Dalian, Jilin, Harbin and Haikou airports.Xinjiang.

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The Company’s principal properties are located at its headquarters site and at its route bases. The following table sets forth certain information with respect to the Company’s properties at its headquarters in Guangzhou and certain route bases as of the date hereof.
                
 Land Buildings  
Land
(in square meters)
 
Buildings
(in square meters)
 
 (in square meters) (in square meters)  
Owned
 
 Leased
 
Owned
 
 Leased
 
 Owned Leased Owned Leased              
Guangzhou 9,797 80,809 514,957 1,755   123,962  130,438  529,375  7,277 
Shenzhen 208,740  54,093    208,740    54,093   
Zhuhai 170,062  18,791    170,062    18,791   
Changsha 138,949  47,190    138,949    47,190   
Zhengzhou 290,841  60,582    290,841    60,582   
Haikou 5,265  63,570 19,633   5,265    63,570  19,633 
Wuhan  31,061 17,335      31,061  17,335  22,831 
Nanyang   12,156        12,156  60,003 
Sanya  106,680    16,968   
Shenyang    167,502  79,626  93,445 
Dalian    14,403  17,250  33,597 
Jilin    65,076  33,656  7,767 
Harbin    286,871  36,925  3,188 
Xinjiang    545,146  177,710  4,135 
Guilin  72,563    73,379  139 

The following table sets forth certain information with respect to the properties of the Airline Subsidiaries as of the date hereof.
                
 Land Buildings  
Land
(in square meters)
 
Buildings
(in square meters)
 
 (in square meters) (in square meters)  
Owned
 
Leased
 
Owned
 
Leased
 
 Owned Leased Owned Leased              
Xiamen 451,121  355,038 12,509   579,530    436,617  19,113 
Shantou 36,931 55,407 40,624    36,931  55,407  42,682   
Zhuhai 68,186  54,398 2,135   94,024    44,351  2,245 
Guilin 72,563  73,379 139 
Guizhou 259,879  93,390 3,533   259,879    95,705  3,533 
Chongqing        3,009 

As systems for registration and transfer of land use rights and related real property interests in China have been implemented relatively recently, such systems do not yet comprehensively account for all land and related property interests. The land in Guangzhou on which the Group’s headquarters and other facilities are located and the buildings that the Group uses at its route base in Wuhan and Haikou are leased by the Company from CSAHC. However, CSAHC lacks adequate documentation evidencing CSAHC’s rights to such land and buildings, and, as a consequence, the lease agreements between CSAHC and the Company for such land may not be registered with the relevant authorities. Lack of registration may affect the validity of such lease agreements. There are certain other parcels of land and buildings owned or used by the Group that lack adequate documentation. Lack of adequate documentation for land use rights and ownership of buildings may impair the ability of the Group to dispose of or mortgage such land use rights and buildings.

35


ITEM 4A. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.
 
The following discussion and analysis should be read in conjunction with the Financial Statements of the Group contained elsewhere in this Annual Report. The Group maintains its books and accounts in accordance with PRC Accounting Rules and RegulationsStandards for Business Enterprises (“PRC GAAP”) and prepares its financial statements in accordance with both PRC GAAP and IFRS.IFRSs. The Financial Statements contained elsewhere in this Annual Report have been prepared in accordance with IFRS. IFRS differs in certain significant respects from U.S. GAAP. Information relating to the nature and effect of such differences is presented in Note 51 to the Financial Statements.IFRSs.
     Certain IFRS comparative figures have been restated as a result of the changes in accounting policies. For details, please refer to item 3.

33



Critical Accounting Policies
 
The discussion and analysis of the Group’s financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with IFRS.IFRSs. The preparation of such consolidated financial statements requires the Group to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.
 
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. The Group believes that its critical accounting policies are limited to those described below. For a detailed discussion on the application of these and other accounting policies, see Note 2 to the Financial Statements.
     Revenue Recognition
     The Group records sales of passenger, cargo and mail tickets as “Sales in advance of carriage”, a current liability, on the consolidated balance sheet. Passenger, cargo and mail revenues are recognized and the related current liability is reduced when the transportation is provided. Sales in advance of carriage therefore represents ticket sold for future travel dates and estimated future refunds and exchanges of tickets sold for past travel dates. The Group’s balance of sales in advance of carriage as of December 31, 2005 was RMB1,413 million.
     Property, plant and equipment
     The Group has approximately RMB54,266 million fixed assets as of December 31, 2005. In addition to the original cost of these assets, their recorded value is impacted by a number of policy elections, including the estimation of useful lives and residual values and when necessary, impairment charges.
     There were no significant changes to the original estimated useful lives or residual values of the property, plant and equipment of the Group during 2003, 2004 and 2005. The Group records aircraft at acquisition cost. Depreciable life is determined through economic analysis, reviewing existing fleet plans, recommendations from manufacturers and comparing estimated lives to other airlines that operate similar fleets. Residual values are estimated based on our historical experience with regards to the sale of aircraft and are established in conjunction with the estimated useful lives of the aircraft. Residual values are based on current dollars when the aircraft are acquired and typically reflect asset values that have not reached the end of their physical life. Both depreciable lives and residual values are reviewed periodically to recognize changes in our fleet plan and changes in conditions.
     In addition, the Group evaluates fixed assets used in operations for impairment. Under IFRS, if circumstances indicate that the net book value of an asset may not be recoverable, this asset may be considered “impaired”, and an impairment loss may be recognized in accordance with IAS 36 “Impairment of Assets”. The amount of impairment loss is the difference between the carrying amount of the asset and its recoverable amount. The recoverable amount is the greater of the net selling price and the value in use. In determining the value in use, the Group utilizes certain assumptions, including, but not limited to: (i) estimated fair market value of the assets, and (ii) estimated future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service the asset will be used in the Group’s operations and estimated residual values. The Group will use all readily available information in determining an amount that is a reasonable approximation of recoverable amounts, including estimates based on industry trends and reference to market rates and transactions. Changes to the above estimates may have a material effect on the Group’s Financial Statements. As of December 31, 2005, based on the result of evaluation, the Group considered that no impairment is required. Under U.S. GAAP, property, plant, and equipment of the Group are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During 2003, the impairment losses of RMB510 million was recognized on certain aircraft of CNA.
     Impairment loss for doubtful accounts
     The Group maintains an impairment loss for doubtful accounts for estimated losses resulting from the inability of the debtors to make required payments. The Group bases the estimates of future cash flows on the ageing of the trade receivables balance, debtors’ credit-worthiness, and historical write-off experience. If the financial condition of the debtors were to deteriorate, actual write-offs would be higher than estimated.
     Movements in impairment losses for doubtful accounts are as follows:
         
  Year ended December 31, 
  2004  2005 
  RMB  RMB 
At January 1  70   92 
Impairment losses for bad and doubtful accounts  27    
Through the CNA/XJA Acquistions  44    
Bad and doubtful accounts written off  (49)  (48)
At December 31  92   44 

34


Overview
     As a result of the growth in airline market, and acquisition of the airline operations and related assets of China Northern Airlines Company (“CNA”) and Xinjiang Airlines Company (“XJA”), the Group’s business benefited from the increase of transport capacity, passenger volume and cargo and mail carried. Nevertheless, the Group is facing pressure on its operation due to continuing increase of jet fuel cost and intensified competition.
     With effect from July 21, 2005, China began to adopt a managed floating exchange rate system based on market supply and demand of currencies, which is subject to adjustments with reference to a basket of currencies. The exchange rate of Renminbi (“RMB”) would no longer be pegged to the US dollar only and a more flexible exchange rate system was established. The exchange rate of U.S. dollar and RMB was at USD1.00: RMB8.11. Because the Group finances its aircraft acquisitions mainly through finance leases or bank loans in U.S. dollars, and there are a substantial amount of transactions and obligations denominated in U.S. dollars in relation to its global purchase of jet fuel, lease and purchase of aviation equipment as well as major repairs, in addition to the landing fees of its international flights in the airports of other countries, the Group benefited from the RMB appreciation. RMB appreciation has brought a one-off exchange gain to the Group and reduced its operating costs which are denominated in foreign currencies. On the other hand, RMB appreciation will also present the Group with a challenge in price competition in international route operations.
     According to the Notice of the National Development and Reform Commission (“NDRC”) and the Civil Aviation Administration of China (“CAAC”) on Issues Relating to Introduction of the Fuel Surcharge for Domestic Routes, domestic airlines imposed fuel surcharges for all the domestic routes (excluding those from the mainland PRC to Hong Kong and Macau) with effect from August 1, 2005 (based on flight time). On February 16, 2006, the NDRC and CAAC released a supplementary document on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes, stating that due to the rising jet fuel price, the period of imposition of fuel surcharge by airlines was extended. On March 28, 2006, the NDRC and CAAC released another supplementary document on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes, thereby adjusting the amount of fuel surcharges from RMB20 to RMB30 per passenger for distance flown being less than 800 kilometres, and from RMB40 to RMB60 for distance exceeding 800 kilometres, during the period temporarily from April 10, 2006 to October 10, 2006. The introduction of fuel surcharge and the extension of the duration of the same will help relieve, to a certain extent, the burden of high jet fuel cost on the Group.
     The Group’s operating revenue is substantially dependent on the passenger and cargo traffic volume carried, which is subject to seasonal and other changes in traffic patterns, the availability of appropriate time slots for the Group’s flights and alternative routes, the degree of competition from other airlines and alternate means of transportation, as well as other factors that may influence passenger travel demand and cargo and mail volume. In particular, the Group’s airline revenue is generally higher in the second and third quarters than in the first and fourth quarters.
     Like most airlines, the Group is subject to a high degree of financial and operating leverage. A significant percentage of the Group’s operating expenses is fixed costs that do not vary proportionally based on the Group’s yields or the load factors. These fixed costs include depreciation expense, jet fuel costs, landing and navigation fees, financing costs, operating lease payments, aircraft maintenance costs and labor for flight crew, cabin crew and ground personnel. Thus, a minor change in the Group’s yields or load factors would have a material effect on the Group’s results of operations. In addition, certain of these expenses, primarily financing costs and operating lease payments, labor costs and depreciation do not vary based on the number of flights flown. Thus, the Group’s operating results can also be substantially affected by minor changes in aircraft utilization rates. The Group is and will continue to be highly leveraged with substantial obligations denominated in foreign currencies and, accordingly, the results of its operations are significantly affected by fluctuations in foreign exchange rates, particularly for the U.S. dollar and the Japanese yen. The Group recognized a net exchange loss of RMB59 million and net exchange gain of RMB1,220 million in 2004 and 2005, respectively. These amounts represented mainly unrealized exchange differences resulting from the retranslation of the foreign currency borrowings.
     A number of other external variables, including political and economic conditions in China, tend to have a major impact on the Group’s performance. The Group’s financial performance is also significantly affected by factors arising from operating in a regulated industry. As substantially all aspects of the Group’s airline operations are regulated by the PRC government, the Group’s operating revenues and expenses are directly affected by the PRC government’s policies with respect to domestic airfares, jet fuel prices and landing and navigation fees, among others. The nature and extent of airline competition and the ability of Chinese airlines to expand are also affected by CAAC’s control

35


over route allocations. Any changes in the PRC government’s regulatory policies, or any implementation of such policies could have a significant impact on the Group’s future operations and its ability to implement its operating strategy.
Certain Financial Information and Operating Data by Geographic Region
     The following table sets forth certain financial information and operating data by geographic region for the years ended December 31, 2003, 2004 and 2005:
                     
  Year ended 2004 vs. 2003 2005 vs. 2004
  December 31, % increase/ % increase/
  2003 2004 2005 (decrease) (decrease)
Traffic
                    
RPK (million)                    
Domestic  21,294   29,121   51,472   36.8   76.8 
Hong Kong and Macau  778   1,203   1,549   54.6   28.8 
International  4,315   6,872   8,902   59.3   29.5 
Total  26,387   37,196   61,923   41.0   66.5 
RTK (million)                    
Domestic  2,424   3,206   5,571   32.3   73.8 
Hong Kong and Macau  78   120   159   53.8   32.5 
International  1,059   1,337   1,554   26.3   16.2 
Total  3,561   4,663   7,284   30.9   56.2 
Passengers carried (thousand)                    
Domestic  18,259   25,002   39,545   36.9   58.2 
Hong Kong and Macau  1,019   1,394   1,556   36.8   11.6 
International  1,192   1,811   3,018   51.9   66.6 
Total  20,470   28,207   44,119   37.8   56.4 
Cargo and mail carried (thousand tons)                    
Domestic  379   442   639   16.6   44.6 
Hong Kong and Macau  12   15   19   25.0   26.7 
International  73   88   117   20.5   33.0 
Total  464   545   775   17.5   42.2 
                     
  Year ended 2004 vs. 2003 2005 vs. 2004
  December 31, % increase/ % increase/
  2003 2004 2005 (decrease) (decrease)
Capacity
                    
ASK (million)                    
Domestic  32,590   41,330   72,107   26.8   74.5 
Hong Kong and Macau  1,347   1,896   2,656   40.8   40.1 
International  6,930   10,543   13,598   52.1   29.0 
Total  40,867   53,769   88,361   31.6   64.3 
ATK (million)                    
Domestic  3,772   4,773   8,352   26.5   75.0 
Hong Kong and Macau  150   211   315   40.7   49.3 
International  1,999   2,462   2,842   23.2   15.4 
Total  5,921   7,446   11,509   25.8   54.6 
Load Factors
                    
Passenger load factor (RPK/ASK) (%)                    
Domestic  65.3   70.5   71.4   8.0   1.3 
Hong Kong and Macau  57.8   63.4   58.3   9.7   (8.0)
International  62.3   65.2   65.5   4.7   0.5 
Overall  64.6   69.2   70.1   7.1   1.3 
Overall load factor (RTK/ATK) (%)                    
Domestic  64.2   67.2   66.7   4.7   (0.7)
Hong Kong and Macau  52.2   56.9   50.4   9.0   (11.4)
International  53.0   54.3   54.7   2.5   0.7 
Overall  60.1   62.6   63.3   4.2   1.1 
Yield
                    
Yield per RPK (RMB)                    
Domestic  0.57   0.58   0.55   1.8   (5.2)

36


                     
  Year ended 2004 vs. 2003 2005 vs. 2004
  December 31, % increase/ % increase/
  2003 2004 2005 (decrease) (decrease)
Hong Kong and Macau  0.96   0.92   0.77   (4.2)  (16.3)
International  0.47   0.46   0.56   (2.1)  21.7 
Overall  0.57   0.57   0.55      (3.5)
Yield per RTK (RMB)                    
Domestic  5.40   5.53   5.30   2.4   (4.2)
Hong Kong and Macau  10.35   9.83   8.18   (5.0)  (16.8)
International  2.90   3.31   4.24   14.1   28.1 
Overall  4.76   5.01   5.14   5.3   2.6 
Financial IFRS
                    
Passenger revenue (RMB million)                    
Domestic  12,242   16,869   28,182   37.8   67.1 
Hong Kong and Macau  750   1,104   1,194   47.2   8.2 
International  2,018   3,127   4,952   55.0   58.4 
Total  15,010   21,100   34,328   40.6   62.7 
Cargo and mail revenue (RMB million)  1,955   2,244   3,091   14.8   37.7 
U.S. GAAP
                    
Passenger revenue (RMB million)                    
Domestic  18,679   24,773   28,182   32.6   13.8 
Hong Kong and Macau  781   1,151   1,194   47.4   3.7 
International  2,978   4,519   4,952   51.7   9.6 
Total  22,438   30,443   34,328   35.7   12.8 
Cargo and mail revenue (RMB million)  2,459   2,792   3,091   13.5   10.7 
Operating Results
     The historical results of operations discussed below may not be indicative of the Group’s future operating performance. In addition to the factors discussed under “Overview” above, the Group’s future operations will be affected by, among other things, changes in the aviation market, the cost of jet fuel, aircraft acquisition and leasing costs, aircraft maintenance expenses, take-off and landing charges, wages, salaries and benefits and other operating expenses, foreign exchange rates and the rates of income taxes paid.
     2005 Compared with 2004
     The loss for 2005 attributable to equity shareholders of the Company is RMB1,848 million, as compared to a loss of RMB48 million for 2004. The scale of operations increased as a result of acquisition of the airline operations and related assets of CNA and XJA on December 31, 2004. The Group’s operating revenue increased by RMB14,319 million or 59.7% from RMB23,974 million in 2004 to RMB38,293 million in 2005. Passenger load factor increased by 0.9 percentage point from 69.2% in 2004 to 70.1% in 2005. Passenger yield (in passenger revenue per RPK) decreased slightly by 3.5% to RMB0.55. Average yield (in traffic revenue per RTK) increased by 2.6% from RMB5.01 in 2004 to RMB5.14 in 2005. Operating expenses increased by RMB16,533 million or 71.7% from RMB23,065 million in 2004 to RMB39,598 million in 2005. As the increase in operating revenue is smaller than the increase in operating expenses, operating profit decreased by 243.6% from an operating profit of RMB909 million in 2004 to an operating loss of RMB1,305 million in 2005. The Group’s net non-operating expenses decreased by 20.5%, from RMB689 million in 2004 to RMB548 million in 2005, mainly attributable to the combined effect of increase in exchange gain of RMB1,279 million, increase in interest expense of RMB925 million and a decrease in share of results of associates of RMB295 million.
Operating revenue
     Substantially all of the Group’s operating revenue is attributable to airline and airline related operations. Traffic revenue accounted for 97.7% and 97.4% of total operating revenue in 2005 and 2004 respectively. Passenger revenue and, cargo and mail revenue accounted for 91.7% and 8.3% respectively of total traffic revenue in 2005. The other operating revenue is mainly derived from commission income, income from general aviation operations, fees charged for ground services rendered to other Chinese airlines and air catering services.
     Operating revenue increased by 59.7% from RMB23,974 million in 2004 to RMB38,293 million in 2005. The increase was primarily due to a 62.7% rise in passenger revenue from RMB21,100 million in 2004 to RMB34,328 million in 2005 resulting from increased traffic volume. The total number of passengers carried increased by 56.4% to 44.12 million passengers and the ASKs increased by 64.3% to 88,361 million in 2005. The increase in 2005 compared to 2004 was attributable to the general increasing traffic demand in the PRC airline market and deliveries of 108 aircraft during 2005 which caused an increase in passenger capacity of 68.1%.

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Passenger yield decreased slightly by RMB0.02. RPKs increased by 66.5% from 37,196 million in 2004 to 61,923 million in 2005, primarily as a result of the increase in passengers carried.
     Domestic passenger revenue, which accounted for 82.1% of the total passenger revenue in 2005, increased by 67.1% from RMB16,869 million in 2004 to RMB28,182 million in 2005. Domestic passenger traffic in RPKs increased by 76.8%, mainly due to an increase in passengers carried. Domestic passenger yield decreased slightly by RMB0.03 to RMB0.55 in 2005.
     Hong Kong and Macau passenger revenue, which accounted for 3.5% of total passenger revenue, increased by 8.2% from RMB1,104 million in 2004 to RMB1,194 million in 2005. For Hong Kong and Macau flights, passenger traffic in RPKs increased by 28.8%, while passenger capacity in ASKs increased by 40.1%, resulting in a 5.1 percentage point decrease in passenger load factor from 2004. Passenger yield decreased from RMB0.92 in 2004 to RMB0.77 in 2005 mainly due to intensified competition among airlines.
     International passenger revenue, which accounted for 14.4% of total passenger revenue, increased by 58.4% from RMB3,127 million in 2004 to RMB4,952 million in 2005. For international flights, passenger traffic in RPKs increased by 29.5%, while passenger capacity in ASKs increased by 29.0%, resulting in a 0.3 percentage point rise in passenger load factor from 2004. Passenger yield increased by 21.7% from RMB0.46 in 2004 to RMB0.56 in 2005 mainly resulted from higher ticket price and the increases in traffic derived from short haul routes which generally had a higher yield than long haul routes.
     Cargo and mail revenue, which accounted for 8.3% of the Group’s total traffic revenue and 8.1% of total operating revenue, increased by 37.7% from RMB2,244 million in 2004 to RMB3,091 million in 2005. The increase was attributable to the increasing traffic demand.
     Other operating revenue increased by 38.7% from RMB630 million in 2004 to RMB874 million in 2005. The increase was primarily due to the general growth in income from various auxiliary operations.
Operating expenses
     Total operating expenses in 2005 amounted to RMB39,598 million, representing an increase of 71.7% or RMB16,533 million over 2004, primarily due to the total effect of increases in jet fuel costs, maintenance expenses and aircraft and traffic servicing expenses. Total operating expenses as a percentage of total operating revenue increased from 96.2% in 2004 to 103.4% in 2005.
     Flight operations expenses, which accounted for 49.0% of total operating expenses, increased by 86.2% from RMB10,418 million in 2004 to RMB19,394 million in 2005, primarily as a result of increases in jet fuel costs, operating lease payments, catering expenses and labour costs for flight personnel. Jet fuel costs, which accounted for 61.5% of flight operations expenses, increased by 97.2% from RMB6,050 million in 2004 to RMB11,929 million in 2005 mainly as a result of increased fuel prices and fuel consumption. Operating lease payments increased by 50.0% from RMB1,665 million in 2004 to RMB2,497 million in 2005 primarily due to the additional rental payments for new aircraft under operating leases. Catering expenses increased by 69.6% from RMB705 million in 2004 to RMB1,196 million in 2005 due to the increase in number of passengers carried. Aircraft insurance costs decreased by 43.2% from RMB185 million in 2004 to RMB105 million in 2005, mainly because of the decrease in insurance premiums in 2005. Labour costs for flight personnel increased by 57.8% from RMB1,026 million in 2004 to RMB1,619 million in 2005, largely due to the increase in flying hours and allowance standard.
     Maintenance expenses which accounted for 11.6% of total operating expenses, increased by 32.7% from RMB3,459 million in 2004 to RMB4,589 million in 2005. The increase was mainly attributable to the fleet expansion in recent years.
     Aircraft and traffic servicing expenses, which accounted for 14.5% of total operating expenses, increased by 64.4% from RMB3,503 million in 2004 to RMB5,759 million in 2005. The increase primarily resulted from a 51.8% rise in landing and navigation fees from RMB3,222 million in 2004 to RMB4,891 million in 2005, due to an increase in number of landing and takeoffs.

38


     Promotional and marketing expenses, which accounted for 7.0% of total operating expenses, increased by 43.3% from RMB1,940 million in 2004 to RMB2,780 million in 2005. The increase was mainly resulted from the increase in sales volume, resulting in a 41.5% increase in sales commission expenses from RMB1,062 million in 2004 to RMB1,503 million in 2005.
     General and administrative expenses, which accounted for 6.2% of the total operating expenses, increased by 85.7% from RMB1,323 million in 2004 to RMB2,457 million in 2005. This was mainly attributable to increased scale of operations.
     Depreciation and amortisation, which accounted for 11.2% of total operating expenses, increased by 84.0% from RMB2,413 million in 2004 to RMB4,440 million in 2005, mainly resulting from the additional depreciation charge on aircraft delivered in 2004 and 2005.
Operating(loss))/Profit
     There is an operating loss of RMB1,305 million in 2005 as compared to an operating profit of RMB909 million in 2004. This was mainly because operating revenue increased by RMB14,319 million or 59.7% in 2005 while operating expenses increased by RMB16,533 million or 71.7% in the same period.
Non-operating income/(expenses)
     Interest expense increased by 133.9% from RMB691 million in 2004 to RMB1,616 million in 2005, mainly due to the increase in loans and lease obligations and interest rate. Interest income increased by 150.0% from RMB22 million in 2004 to RMB55 million in 2005, mainly attributable to the increase of interest rate.
     During 2005, the Group recorded a net exchange gain of RMB1,220 million (2004: Net exchange loss of RMB59 million) mainly resulted from Renminbi appreciation in July 2005. Such amount represents mainly unrealised translation exchange gain, resulting from exchange gains on translated year end foreign currency denominated liabilities, rather than foreign exchange transactions incurred during the year.
Taxation
     The statutory income tax rate in the PRC is 33%. Except for certain branches and subsidiaries, the Company and its subsidiaries are entitled to enjoy a preferential tax rate of 15% pursuant to approval documents issued by the relevant tax authorities.
     In 2005, the Group recorded an income tax benefit of RMB7 million and actual effective tax rate was 0.4% while the Group’s enacted tax rate is 15%. The difference is mainly due to the fact that a portion of tax loss is not recognized, the deferred tax effect of which is RMB135 million. In 2004, income tax expense of RMB65 million was recorded and actual effective tax rate was 30% while the Group’s enacted tax rate in 2004 was 15%. The difference is mainly due to the tax effect of non-deductible expenses of RMB29 million.
     2004 Compared with 2003
     The Group recorded a net loss of RMB48 million attributable to equity shareholder for 2004, as compared to a net loss of RMB358 million attributable to equity shareholder for 2003. The Group’s operating revenue increased by RMB6,504 million or 37.2% from RMB17,470 million in 2003 to RMB23,974 million in 2004. Passenger load factor increased by 4.6 percentage point from 64.6% in 2003 to 69.2% in 2004. Passenger yield (in passenger revenue per RPK) remain steady and at RMB0.57 in both years. Average yield (in traffic revenue per RTK) increased by 5.3% from RMB4.76 in 2003 to RMB5.01 in 2004. Operating expenses increased by RMB6,051 million or 35.6% from RMB17,014 million in 2003 to RMB23,065 million in 2004. As operating revenue increased more than operating expenses, operating profit increased by 99.3% from RMB456 million in 2003 to RMB909 million in 2004. The Group’s net non-operating expenses decreased by 30.1%, from RMB967 million in 2003 to RMB676 million in 2004, mainly attributable to a decrease in unfavourable movement in foreign exchange differences of RMB105 million and a decrease in interest expense of RMB133 million. Overall, the Group recorded a net loss of RMB48 million in 2004, as compared to a net loss of RMB358 million in 2003.
Operating revenue
     Substantially all of the Group’s operating revenue is attributable to airline and airline related operations. Traffic revenue in 2004 and 2003 accounted for 97.4% and 97.1% respectively of total operating revenue. Passenger revenue and, cargo and mail revenue accounted for 90.4% and 9.6% respectively of total traffic revenue in 2004. The balance of the Group’s operating revenue is derived

39


from commission income, income from general aviation operations, fees charged for ground services rendered to other Chinese airlines and air catering services.
     Operating revenue increased by 37.2% from RMB17,470 million in 2003 to RMB23,974 million in 2004. This increase was primarily due to a 40.6% rise in passenger revenue from RMB15,010 million in 2003 to RMB21,100 million in 2004 resulting from increased traffic volume. The PRC airline industry has fully recovered from the outbreak of severe acute respiratory syndrome (“SARS”) in China since August 2003. Coupling with the continued growth in domestic economic conditions, the aviation traffic volume in China attained a new highest record in 2004. The total number of passengers carried increased by 37.8% to 28.2 million passengers in 2004. The increase in 2004 compared to 2003 was attributable to the general increasing traffic demand in the PRC airline market and deliveries of 20 aircraft (excluding effect of CNA/XJA Acquisitions) during 2004 which caused an increase in passenger capacity of 31.6%. RPKs increased by 41.0% from 26,387 million in 2003 to RMB37,196 million in 2004, primarily as a result of an increase in passengers carried. Passenger yield remained constant at RMB0.57.
     Domestic passenger revenue, which accounted for 79.9% of the total passenger revenue in 2004, increased by 37.8% from RMB12,242 million in 2003 to RMB16,869 million in 2004. Domestic passenger traffic in RPKs increased by 36.8%, mainly due to an increase in passengers carried. Passenger yield remained steady in 2004 and at RMB0.58. Included in the 2004 domestic passenger revenue was fuel surcharge imposed on domestic flights of approximately RMB281 million (2003: RMB716 million). Excluding the effect of fuel surcharge revenue, the passenger yield increased from RMB0.54 in 2003 to RMB0.57 in 2004 as a combined result of the growth in traffic demand and fleet expansion during 2004.
     Hong Kong passenger revenue, which accounted for 5.3% of total passenger revenue, increased by 47.2% from RMB750 million in 2003 to RMB1,104 million in 2004. For Hong Kong regional flights, passenger traffic in RPKs increased by 54.6%, while passenger capacity in ASKs increased by 40.8%, resulting in a 5.6 percentage point increase in passenger load factor from 2003. Passenger yield decreased from RMB0.96 in 2003 to RMB0.92 in 2004 mainly due to intensified competition among airlines. Included in 2004 Hong Kong passenger revenue was fuel surcharge imposed on Hong Kong regional flights of approximately RMB67 million (2003: RMB24 million). Excluding the effect of fuel surcharge revenue, the passenger yield decreased from RMB0.93 in 2003 to RMB0.86 in 2004.
     International passenger revenue, which accounted for 14.8% of total passenger revenue, increased by 55.0% from RMB2,018 million in 2003 to RMB3,127 million in 2004. For international flights, passenger traffic in RPKs increased by 59.3%, while passenger capacity in ASKs increased by 52.1%, resulting in a 2.9 percentage point rise in passenger load factor from 2003. Passenger yield decreased by 2.1% from RMB0.47 in 2003 to RMB0.46 in 2004 mainly resulted from the increases in traffic derived from long haul routes which generally had a lower yield than short haul routes.
     Cargo and mail revenue, which accounted for 9.6% of the Group’s total traffic revenue and 9.4% of total operating revenue, increased by 14.8% from RMB1,955 million in 2003 to RMB2,244 million in 2004. The increase was attributable to the increasing traffic demand.
     Other operating revenue increased by 24.8% from RMB505 million in 2003 to RMB630 million in 2004. The increase was primarily due to the general growth in income from various auxiliary operations.
Operating expenses
     Substantially all of the Group’s operating expenses result from its airline operations. The vast majority of such expenses relate directly to flight operations, aircraft and traffic servicing, aircraft repair and maintenance and to depreciation and amortisation in respect of aircraft and flight equipment. Expenses associated directly with the Group’s flight operations (collectively, “flight operations expenses”) include fuel costs, operating lease payments, catering expenses, aircraft insurance, flight personnel payroll and welfare and training expenses. Expenses associated directly with repairs and maintenance in respect of the Group’s aircraft (collectively, “repairs and maintenance expenses”) include repairs and maintenance and overhaul charges, the costs of consumables and other maintenance materials and labour costs for maintenance personnel. Expenses associated directly with the Group’s aircraft and traffic servicing operations (collectively “aircraft and traffic servicing expenses”) include landing and navigation fees, rental payments and charges in respect of terminal and other ground facilities and labour costs for ground personnel. The balance of the Group’s operating expenses result from promotional and marketing activities (collectively, “promotional and marketing expenses”) such as sales commissions, fees for use of the CAAC’s reservation system, ticket-printing and sales office expenses, advertising and promotional expenses, and from general and administrative expenses, such as administrative salaries and welfare and other personnel benefits and office expenses.

40


     Total operating expenses in 2004 amounted to RMB23,065 million, representing an increase of 35.6% or RMB6,051 million over 2003, primarily due to the combined effect of increases in jet fuel costs, maintenance expenses and aircraft and traffic servicing expenses. Total operating expenses as a percentage of total operating revenue decreased from 97.4% in 2003 to 96.2% in 2004.
     Flight operations expenses, which accounted for 45.2% of total operating expenses, increased by 47.4% from RMB7,070 million in 2003 to RMB10,418 million in 2004, primarily as a result of increases in jet fuel costs, operating lease payments, catering expenses, labour costs for flight personnel and inclusion of CAAC Infrastructure Development Fund of RMB466 million in operating expenses which is an usage charge since 2004 but was a turnover-based levy and deducted against the traffic revenue in 2003. Jet fuel costs, which accounted for 58.1% of flight operations expenses, increased by 56.5% from RMB3,867 million in 2003 to RMB6,050 million in 2004 mainly as a result of increased fuel prices and fuel consumption. Operating lease payments increased by 8.4% from RMB1,536 million in 2003 to RMB1,665 million in 2004, primarily due to the additional rental payments for new aircraft under operating leases. Catering expenses increased by 38.2% from RMB510 million in 2003 to RMB705 million in 2004, primarily due to increased passenger carried. Aircraft insurance costs decreased by 5.6% from RMB196 million in 2003 to RMB185 million in 2004, primarily because of a decrease in insurance premiums prescribed by the PRC insurance company. Labour costs for flight personnel increased by 40.9% from RMB728 million in 2003 to RMB1,026 million in 2004, largely due to the increase in flying hours.
     Maintenance expenses which accounted for 15.0% of total operating expenses, increased by 33.6% from RMB2,589 million in 2003 to RMB3,459 million in 2004. The increase was primarily attributable to an 32.9% increase in aircraft overhaul charges from RMB2,377 million in 2003 to RMB3,158 million in 2004, as resulted from fleet expansion in recent years.
     Aircraft and traffic servicing expenses, which accounted for 15.2% of total operating expenses, increased by 26.6% from RMB2,767 million in 2003 to RMB3,503 million in 2004. The increase primarily resulted from an 25.7% rise in landing and navigation fees from RMB2,563 million in 2003 to RMB3,222 million in 2004, due to an increase in number of landing and takeoffs.
     Promotional and marketing expenses, which accounted for 8.4% of total operating expenses, increased by 31.1% from RMB1,480 million in 2003 to RMB1,940 million in 2004. The increase was due to 44.4% increase in labour costs from RMB225 million in 2003 to RMB325 million in 2004, as more payments of performance bonus were made because of the increased traffic volume.
     General and administrative expenses, which accounted for 5.7% of the total operating expenses, increased by 25.6% from RMB1,053 million in 2003 to RMB1,323 million in 2004. This was mainly attributable to increased scale of operations.
     Depreciation and amortisation, which accounted for 10.5% of total operating expenses, increased by 18.4% from RMB2,038 million in 2003 to RMB2,413 million in 2004. This increase was primarily as a result of the additions of aircraft during 2004.
Operating profit
     Operating profit increased by 99.3% from RMB456 million in 2003 to RMB909 million in 2004. This was mainly because operating revenue increased by RMB6,504 million or 37.2% from 2003 and operating expenses increased by RMB6,051 million or 35.6% over the same period.
Non-operating income/(expenses)
     Interest expense decreased by 16.1% from RMB824 million in 2003 to RMB691 million in 2004, mainly reflecting the combined effect of scheduled debt repayments and the replacement of certain RMB denominated bank loans of higher interest rates with US$ denominated bank loans of lower interest rates.
     Interest income increased by 69.2% from RMB13 million in 2003 to RMB22 million in 2004. This was mainly attributable to an increase in average cash balances.
     During 2004, the Group recorded a net exchange loss of RMB59 million (2003:RMB164 million) mainly from its Japanese yen denominated borrowings as a result of the Japanese yen appreciation. Such amount comprised mostly unrealised translational exchange loss.
Taxation

41


     On October 17, 2003, the Company’s registered address was moved to Guangzhou Economic & Technology Development Zone, Guangzhou, China. In accordance with the Rules and Regulations for Implementation of Income Tax for Foreign Investment Enterprises and Foreign Enterprises of the PRC and a taxation approval document “Guangzhou Municipal State Tax Bureau Suo De Shui Zi Que 020043”, the Company is entitled to enjoy the preferential tax policy implemented in the Guangzhou Economic & Technology Development Zone effective from October 1, 2003. As a result, the Company’s income tax rate has been changed from 33% to 15% beginning from that date.
     In 2003, the Group recorded an income tax benefit of RMB334 million resulting from reduction in net deferred taxation liability balance of RMB392 million. In 2004, income tax expense of RMB65 million was recorded.
Minority interests
     Minority interests increased by 18.7% from RMB171 million in 2003 to RMB203 million in 2004, primarily reflecting the increased net profits earned by certain of the Group’s airline subsidiaries for the year.
Additional information under U.S. GAAP
     2005 Compared with 2004
     The loss for 2005 attributable to equity shareholders of the Company is RMB1,530 million, as compared to an income of RMB239 million for 2004. The scale of operations increased as a result of acquisition of the airline operations and related assets of CNA and XJA on December 31, 2004. The Group’s operating revenue increased by RMB4,128 million or 12.1% from RMB34,165 million in 2004 to RMB38,293 million in 2005. Passenger load factor increased by 1.2 percentage point from 68.9% in 2004 to 70.1% in 2005. Passenger yield (in passenger revenue per RPK) decreased slightly by 3.1% to RMB0.55. Average yield (in traffic revenue per RTK) decreased by 1.6% from RMB5.22 in 2004 to RMB5.14 in 2005. Operating expenses increased by RMB7,097 million or 22.0% from RMB32,288 million in 2004 to RMB39,385 million in 2005. As the increase in operating revenue is smaller than the increase in operating expenses, operating income decreased by 158.2% from an operating profit of RMB1,877 million in 2004 to an operating loss of RMB1,092 million in 2005. The Group’s net non-operating expenses decreased by 60.8%, from RMB1,184 million in 2004 to RMB464 million in 2005, mainly attributable to the combined effect of increase in exchange gain of RMB1,344 million, increase in interest expense of RMB405 million and a decrease in share of results of associates of RMB280 million.
     Operating revenue
     Substantially all of the Group’s operating revenue is attributable to airline and airline related operations. Traffic revenue accounted for 97.7% and 97.3% of total operating revenue in 2005 and 2004 respectively. Passenger revenue and, cargo and mail revenue accounted for 91.7% and 8.3% and 91.6% and 8.4% respectively of total traffic revenue in 2005 and 2004 respectively. The other operating revenue is mainly derived from commission income, income from general aviation operations, fees charged for ground services rendered to other Chinese airlines and air catering services.
     Operating revenue increased by 12.1% from RMB34,165 million in 2004 to RMB38,293 million in 2005. The increase was primarily due to a 12.8% rise in passenger revenue from RMB30,443 million in 2004 to RMB34,328 million in 2005 resulting from increased traffic volume. The total number of passengers carried increased by 14.0% to 44.12 million passengers and the ASKs increased by 14.3% to 88,361 million in 2005. The increase in 2005 compared to 2004 was attributable to the general increasing traffic demand in the PRC airline market and deliveries of 30 aircraft during 2005 which caused an increase in passenger capacity of 12.4%. RPKs increased by 16.3% from 53,233 million in 2004 to RMB61,923 million in 2005, primarily as a result of the increase in passengers carried. Passenger yield decreased slightly by RMB0.02 to RMB0.55.
     Domestic passenger revenue, which accounted for 82.1% of the total passenger revenue in 2005, increased by 13.8% from RMB24,773 million in 2004 to RMB28,182 million in 2005. Domestic passenger traffic in RPKs increased by 17.8%, mainly due to an increase in passengers carried. Domestic passenger yield decreased slightly by RMB0.02 to RMB0.55 in 2005.

42


     Hong Kong and Macau passenger revenue, which accounted for 3.5% of total passenger revenue, increased by 3.7% from RMB1,151 million in 2004 to RMB1,194 million in 2005. For Hong Kong and Macau flights, passenger traffic in RPKs increased by 18.5%, while passenger capacity in ASKs increased by 26.5%, resulting in a 4.0 percentage point decrease in passenger load factor from 2004. Passenger yield decreased from RMB0.88 in 2004 to RMB0.77 in 2005 mainly due to intensified competition among airlines.
     International passenger revenue, which accounted for 14.4% of total passenger revenue, increased by 9.6% from RMB4,519 million in 2004 to RMB4,952 million in 2005. For international flights, passenger traffic in RPKs increased by 8.3%, while passenger capacity in ASKs increased by 5.4%, resulting in a 1.8 percentage point rise in passenger load factor from 2004. Passenger yield increased by 1.1% from RMB0.55 in 2004 to RMB0.56 in 2005.
     Cargo and mail revenue, which accounted for 8.3% of the Group’s total traffic revenue and 8.1% of total operating revenue, increased by 10.7% from RMB2,792 million in 2004 to RMB3,091 million in 2005. The increase was attributable to the increasing traffic demand.
     Other operating revenue decreased by 6.0% from RMB930 million in 2004 to RMB874 million in 2005. The decrease was primarily due to the reduced scale of other operation.
Operating expenses
     Total operating expenses in 2005 amounted to RMB39,385 million, representing an increase of 22.0% or RMB7,097 million over 2004, primarily due to the total effect of increases in jet fuel costs, maintenance expenses and aircraft and traffic servicing expenses. Total operating expenses as a percentage of total operating revenue increased from 94.5% in 2004 to 102.9% in 2005.
     Flight operations expenses, which accounted for 48.7% of total operating expenses, increased by 27.8% from RMB15,016 million in 2004 to RMB19,183 million in 2005, primarily as a result of increases in jet fuel costs, operating lease payments, catering expenses and labour costs for flight personnel. Jet fuel costs, which accounted for 62.2% of flight operations expenses, increased by 39.4% from RMB8,555 million in 2004 to RMB11,929 million in 2005 mainly as a result of increased fuel prices and fuel consumption. Operating lease payments increased by 12.6% from RMB2,109 million in 2004 to RMB2,375 million in 2005 primarily due to the additional rental payments for new aircraft under operating leases. Catering expenses increased by 21.2% from RMB987 million in 2004 to RMB1,196 million in 2005 due to the increase in number of passengers carried. Aircraft insurance costs decreased by 60.8% from RMB268 million in 2004 to RMB105 million in 2005, mainly because of the decrease in insurance premiums in 2005. Labour costs for flight personnel increased by 4.8% from RMB1,545 million in 2004 to RMB1,619 million in 2005, largely due to the increase in flying hours and allowance standard.
     Maintenance expenses which accounted for 11.7% of total operating expenses, increased by 0.2% from RMB4,578 million in 2004 to RMB4,589 million in 2005.
     Aircraft and traffic servicing expenses, which accounted for 14.6% of total operating expenses, increased by 20.3% from RMB4,789 million in 2004 to RMB5,759 million in 2005. The increase primarily resulted from a 10.0% rise in landing and navigation fees from RMB4,447 million in 2004 to RMB4,891 million in 2005, due to an increase in number of landing and takeoffs.
     Promotional and marketing expenses, which accounted for 7.1% of total operating expenses, increased by 6.7% from RMB2,606 million in 2004 to RMB2,780 million in 2005. The increase was mainly resulted from the increase in sales volume, resulting in a 17.0% increase in sales commission expenses from RMB1,285 million in 2004 to RMB1,503 million in 2005.
     General and administrative expenses, which accounted for 6.2% of the total operating expenses, increased by 39.7% from RMB1,759 million in 2004 to RMB2,457 million in 2005. This was mainly attributable to increased scale of operations.
     Depreciation and amortisation, which accounted for 11.2% of total operating expenses, increased by 25.1% from RMB3,523 million in 2004 to RMB4,406 million in 2005, mainly resulting from the additional depreciation charge on aircraft delivered in 2004 and 2005.

43


Operating (loss)/income
     There is an operating loss of RMB1,092 million in 2005 as compared to an operating profit of RMB1,877 million in 2004. This was mainly because operating revenue increased by RMB4,128 million or 12.1% in 2005 while operating expenses increased by RMB7,097 million or 22.0% in the same period.
Non-operating income/(expenses)
     Interest expense increased by 34.2% from RMB1,184 million in 2004 to RMB1,589 million in 2005, mainly due to the increase in loans and lease obligations and interest rate. Interest income increased by 66.7% from RMB33 million in 2004 to RMB55 million in 2005, mainly attributable to the increase of interest rate.
     During 2005, the Group recorded a net exchange gain of RMB1,220 million (2004: net exchange loss of RMB124 million) mainly resulted from Renminbi appreciation in July 2005. Such amount represented mainly unrealised translation exchange gain, resulting from exchange gains on translated year end foreign currency denominated liabilities, rather than foreign exchange transactions incurred during the year.
Taxation
     The statutory income tax rate in the PRC is 33%. Except for certain branches and subsidiaries, the Company and its subsidiaries are entitled to enjoy a preferential tax rate of 15% pursuant to approval documents issued by the relevant tax authorities.
     Income tax benefit for the year amounted to RMB46 million and actual effective tax rate was 3% in 2005 while the Group’s enacted tax rate is 15%. The difference is mainly due to a portion of tax loss with a deferred tax effect of RMB135 million not recognized as well as the effect of change in enacted income tax rate applicable to airline operations of CNA and XJA of RMB79 million. In 2004, income tax expense of RMB261 million was recorded and actual effective tax rate was 38% while the Group’s enacted tax rate in 2004 was 15%. The difference is mainly due to the effect of change in enacted income tax rate applicable to airline operations of CNA and XJA of RMB99 million, rate differential on airline operations of CNA and XJA of RMB43 million and non-deductible expenses of RMB37 million.
     2004 Compared with 2003
     The Group’s operating revenue increased by RMB8,682 million or 34.1% from RMB25,483 million in 2003 to RMB34,165 million in 2004. Such growth was primarily attributable to growth in volume of passenger traffic carried by the Group as a result of the recovery of the Group’s traffic operations from SARS and flight capacity. Operating expenses increased by RMB7,171 million or 28.6% from RMB25,117 million in 2003 to RMB32,288 million in 2004. As operating revenue increased more than operating expenses, operating profit increased by 412.8% from RMB366 million in 2003 to RMB1,877 million in 2004. The Group’s net non-operating expenses decreased by 38.5%, from RMB1,905 million in 2003 to RMB1,171 million in 2004, primarily attributable to a decrease in unfavourable movement in foreign exchange differences of RMB257 million and a decrease in interest expense of RMB420 million. Overall, the Group recorded a net income of RMB239 million in 2004, as compared to a net loss of RMB1,140 million in 2003.
     Operating revenue
     Substantially all of the Group’s operating revenue is attributable to airline and airline related operations. Traffic revenue in 2004 and 2003 accounted for 97.3% and 97.7% respectively of total operating revenue. Passenger revenue and, cargo and mail revenue accounted for 91.6% and 8.4% respectively of total traffic revenue in 2004. The balance of the Group’s operating revenue is derived from commission income, income from general aviation operations, fees charged for ground services rendered to other Chinese airlines and air catering services.
     Operating revenue increased by 34.1% from RMB25,483 million in 2003 to RMB34,165 million in 2004. This increase was primarily due to a 35.7% rise in passenger revenue from RMB22,438 million in 2003 to RMB30,443 million in 2004 resulting from increased traffic volume. The total number of passengers carried increased by 33.0% to 38.7 million passengers in 2004. RPKs increased by 34.3% from 39,626 million in 2003 to RMB53,233 million in 2004, primarily as a result of an increase in passengers carried. Passenger yield increased to RMB0.57.
     Domestic passenger revenue, which accounted for 81.4% of the total passenger revenue in 2004, increased by 32.6% from RMB18,679 million in 2003 to RMB24,773 million in 2004. Domestic passenger traffic in RPKs increased by 30.6%, mainly due to an increase in passengers carried. Passenger yield increased to RMB0.57 in 2004.

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     Hong Kong passenger revenue, which accounted for 3.8% of total passenger revenue, increased by 47.4% from RMB781 million in 2003 to RMB1,151 million in 2004. For Hong Kong regional flights, passenger traffic in RPKs increased by 68.0%, while passenger capacity in ASKs increased by 55.8%, resulting in a 4.5 percentage point increase in passenger load factor from 2003. Passenger yield decreased from RMB1.00 in 2003 to RMB0.88 in 2004 mainly due to intensified competition among airlines.
     International passenger revenue, which accounted for 14.8% of total passenger revenue, increased by 51.7% from RMB2,978 million in 2003 to RMB4,519 million in 2004. For international flights, passenger traffic in RPKs increased by 52.8%, while passenger capacity in ASKs increased by 44.1%, resulting in a 3.6 percentage point rise in passenger load factor from 2003. Passenger yield remain steady in 2004 and at RMB0.55.
     Cargo and mail revenue, which accounted for 8.4% of the Group’s total traffic revenue and 8.2% of total operating revenue, increased by 13.5% from RMB2,459 million in 2003 to RMB2,792 million in 2004. The increase was attributable to the increasing traffic demand.
     Other operating revenue increased by 58.7% from RMB586 million in 2003 to RMB930 million in 2004. The increase was primarily due to the general growth in income from various auxiliary operations.
Operating expenses
     Substantially all of the Group’s operating expenses result from its airline operations. The vast majority of such expenses relate directly to flight operations, aircraft and traffic servicing, aircraft repair and maintenance and to depreciation and amortisation in respect of aircraft and flight equipment. Expenses associated directly with the Group’s flight operations (collectively, “flight operations expenses”) include fuel costs, operating lease payments, catering expenses, aircraft insurance, flight personnel payroll and welfare and training expenses. Expenses associated directly with repairs and maintenance in respect of the Group’s aircraft (collectively, “repairs and maintenance expenses”) include repairs and maintenance and overhaul charges, the costs of consumables and other maintenance materials and labour costs for maintenance personnel. Expenses associated directly with the Group’s aircraft and traffic servicing operations (collectively “aircraft and traffic servicing expenses”) include landing and navigation fees, rental payments and charges in respect of terminal and other ground facilities and labour costs for ground personnel. The balance of the Group’s operating expenses result from promotional and marketing activities (collectively, “promotional and marketing expenses”) such as sales commissions, fees for use of the CAAC’s reservation system, ticket-printing and sales office expenses, advertising and promotional expenses, and from general and administrative expenses, such as administrative salaries and welfare and other personnel benefits and office expenses, and from asset impairment charges.
     Total operating expenses in 2004 amounted to RMB32,288 million, representing an increase of 28.6% or RMB7,171 million over 2003, primarily due to the combined effect of increases in jet fuel costs, maintenance expenses and aircraft and traffic servicing expenses. In addition, in 2003, the Group recorded an asset impairment charge of RMB510 million on certain aircraft of CNA. The Group did not incur any asset impairment charges on its aircraft in 2004. Total operating expenses as a percentage of total operating revenue decreased from 98.6% in 2003 to 94.5% in 2004.
     Flight operations expenses, which accounted for 46.5% of total operating expenses, increased by 45.1% from RMB10,351 million in 2003 to RMB15,016 million in 2004, primarily as a result of increases in jet fuel costs, operating lease payments, catering expenses, labour costs for flight personnel and inclusion of CAAC Infrastructure Development Fund of RMB632 million in operating expenses which is an usage charge since 2004 but was a turnover-based levy and deducted against the traffic revenue in 2003. Jet fuel costs, which accounted for 57.0% of flight operations expenses, increased by 51.1% from RMB5,662 million in 2003 to RMB8,555 million in 2004 mainly as a result of increased fuel prices and fuel consumption. Operating lease payments increased by 16.6% from RMB1,808 million in 2003 to RMB2,109 million in 2004, primarily due to the additional rental payments for new aircraft under operating leases. Catering expenses increased by 30.9% from RMB754 million in 2003 to RMB987 million in 2004, primarily due to increase in number of passengers carried. Aircraft insurance costs decreased by 7.9% from RMB291 million in 2003 to RMB268 million in 2004, primarily because of a decrease in insurance premiums prescribed by the PRC insurance company. Labour costs for flight personnel increased by 37.2% from RMB1,126 million in 2003 to RMB1,545 million in 2004, largely due to the increase in flying hours.
     Maintenance expenses which accounted for 14.2% of total operating expenses, increased by 18.1% from RMB3,878 million in 2003 to RMB4,578 million in 2004. The increase was primarily attributable to an 16.7% increase in aircraft overhaul charges from RMB2,913 million in 2003 to RMB3,399 million in 2004, which was resulted from fleet expansion in recent years.

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     Aircraft and traffic servicing expenses, which accounted for 14.8% of total operating expenses, increased by 25.9% from RMB3,803 million in 2003 to RMB4,789 million in 2004. The increase primarily resulted from an 25.7% rise in landing and navigation fees from RMB3,539 million in 2003 to RMB4,447 million in 2004, and an increase in number of landing and takeoffs.
     Promotional and marketing expenses, which accounted for 8.1% of total operating expenses, increased by 27.6% from RMB2,043 million in 2003 to RMB2,606 million in 2004. The increase was due to 40.0% increase in labour costs from RMB305 million in 2003 to RMB427 million in 2004, as more payments of performance bonus were made because of the increased traffic volume.
     General and administrative expenses, which accounted for 5.4% of the total operating expenses, increased by 25.9% from RMB1,397 million in 2003 to RMB1,759 million in 2004. This was mainly attributable to increased scale of operations.
     Depreciation and amortisation, which accounted for 11.0% of total operating expenses, increased by 15.8% from RMB3,042 million in 2003 to RMB3,523 million in 2004. This increase was primarily as a result of the additions of aircraft during 2004.
Operating income
     Operating income increased by 412.8% from RMB366 million in 2003 to RMB1,877 million in 2004. This was mainly because operating revenue increased by RMB8,682 million or 34.1% from 2003 and operating expenses increased by RMB7,171 million or 28.6% over the same period.
Non-operating income/(expenses)
     Interest expense decreased by 26.2% from RMB1,604 million in 2003 to RMB1,184 million in 2004, mainly reflecting the combined effect of scheduled debt repayments and the replacement of certain RMB denominated bank loans of higher interest rates with US$ denominated bank loans of lower interest rates.
     Interest income increased by 22.2% from RMB27 million in 2003 to RMB33 million in 2004. This was mainly attributable to an increase in average cash balances.
     During 2004, the Group recorded a net exchange loss of RMB124 million (2003: RMB381 million) mainly from its Japanese yen denominated borrowings as a result of the Japanese yen appreciation. Such amount comprised mostly unrealised translational exchange loss.
Taxation
     On 17 October, 2003, the Company’s registered address was moved to Guangzhou Economic & Technology Development Zone, Guangzhou, China. In accordance with the Rules and Regulations for Implementation of Income Tax for Foreign Investment Enterprises and Foreign Enterprises of the PRC and a taxation approval document “Guangzhou Municipal State Tax Bureau Suo De Shui Zi Que 020043”, the Company is entitled to enjoy the preferential tax policy implemented in the Guangzhou Economic & Technology Development Zone effective from 1 October, 2003. As a result, the Company’s income tax rate has been changed from 33% to 15% beginning from that date. In 2003, the Group recorded an income tax benefit of RMB536 million resulting from a reduction in net deferred taxation liability balance of RMB341 million.
     The airline operations of CNA and XJA were subject to PRC income tax at 33% during 2003 and up to December 30, 2004. As a result of the CNA/XJA Acquisitions having been effective December 31, 2004, the airline operations of CNA and XJA have become divisions of the Company and are subject to PRC income tax at the applicable rate of 15% beginning that date. Consequently, the airline operations of CNA and XJA recorded an income tax benefit of RMB99 million. Overall, net income tax expenses of the airline operations of CNA and XJA amounted to RMB274 million for 2004.
Minority interests
Minority interests increased by 52.0% from RMB127 million in 2003 to RMB193 million in 2004, primarily reflecting the increased net profits earned by certain of the Group’s airline subsidiaries for the year.

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Liquidity and Capital Resources
     Prior to the initial public offering of the Company, the Group met its working capital and capital expenditure requirements through cash from its operations, the proceeds of certain long-term and short-term bank loans, capital lease financing and rebates available under certain of the Group’s aircraft leases. In July 1997, the Company received net proceeds of RMB5,459 million from its initial public offering.
     A majority part of these net proceeds was utilized to finance the Group’s working capital and capital expenditure requirements. In July 2003, the Company issued 1,000,000,000 A Shares with a par value of RMB1.00 each at issue price of RMB2.70 by way of a public offering to natural persons and institutional investors in the PRC. The proceeds received by the Company, net of the issuance costs of RMB59,233, amounted to RMB2,641 million and have been used for the purchase of Boeing 737-800 aircraft in accordance with the disclosure in the Prospectus for Offering of the A Shares.
     As of December 31, 2005, the Group had banking facilities with several PRC commercial banks for providing loan finance up to an approximate amount of RMB39,294 million to the Group. As of December 31, 2005, an approximate amount of RMB28,242 million was utilized. As of December 31, 2004 and 2005, the Group’s cash and cash equivalents totaled RMB3,083 million and RMB2,901 million, respectively.
     Net cash inflows from operating activities in 2003, 2004 and 2005 were RMB2,129 million, RMB3,596 million and RMB3,835 million, respectively.
     Net cash used in investing activities in 2003, 2004 and 2005 was RMB5,434 million, RMB8,824 million and RMB8,009 million, respectively. Cash capital expenditures in 2003, 2004 and 2005 were RMB4,707 million, RMB6,631 million and RMB4,935 million, respectively, reflecting predominantly additional investments in aircraft and flight equipment under the Group’s fleet expansion plans and Guangzhou new airport, and, to a small extent, additional investments in other facilities and buildings for operations.
     Financing activities resulted in net cash inflows of RMB1,615 million, RMB6,231 million and RMB3,992 million in 2003, 2004 and 2005, respectively.
     As of December 31, 2005, the Group’s aggregate long-term debt and obligations under capital leases totaled RMB30,449 million. Based on such amount, in 2006, 2007, 2008, 2009, 2010 and thereafter, amounts payable under such debt and obligations will be RMB5,250 million, RMB7,246 million, RMB4,764 million, RMB2,812 million, RMB1,472 million and RMB8,905 million. Such borrowings were denominated, to a larger extent, in United States dollars and, to a smaller extent, in Japanese yen and Hong Kong dollars, with a significant portion being fixed interest rate borrowings. In the normal course of business, the Group is exposed to fluctuations in foreign currencies. The Group’s exposure to foreign currencies was primarily as a result of its foreign currency debts. Depreciation or appreciation of the Renminbi against foreign currencies affects the Group’s results significantly because the Group’s foreign currency payments generally exceed its foreign currency receipts. The Group is not able to hedge its foreign currency exposure effectively other than by retaining its foreign currency denominated earnings and receipts to the extent permitted by the State Administration of Foreign Exchange, or subject to certain restrictive conditions, entering into forward foreign exchange contracts with authorised PRC banks.
     As of December 31, 2005, the Group’s short term bank debt was RMB14,346 million with interest rates ranging from 3.15% to 5.34% per annum. The Group’s weighted average interest rate on short-term bank notes payable was 4.83% per annum as of December 31, 2005. The primary use of the proceeds of the Group’s short-term debt is to finance working capital needs. The Group has generally been able to arrange short-term bank loans with domestic banks in China as necessary and believes it can continue to obtain them based on its well-established relationships with various lenders.
     Through April 19, 2006, the Group renewed certain short-term bank debts of RMB2,611 million. The renewed debts are unsecured, bear interest at floating rates ranging from 3-month HIBOR/6-month LIBOR + 0.55% to 0.60% per annum and are repayable one year from their respective renewal dates. In addition, the Group entered into new short term bank debts agreement totalling RMB2,671 million subsequent to December 31, 2005. These new short term bank debts are unsecured and bear interest at floating rates ranging from 6-month LIBOR + 0.55% to 0.70% per annum with maturities through 2008.
     From April 20, 2006 to May 31, 2006, the Group entered into additional new bank debts agreements totalling RMB3,808 million. These additional bank debts are unsecured, bear interest at floating rates ranging from 6-month LIBOR + 0.53% to 0.55% per annum and repayable one year from these respective origination dates.
     As of December 31, 2005, the Group had obligations under operating leases totaling RMB24,594 million, predominately for aircraft. Of such amount, RMB3,340 million, RMB2,881 million, RMB2,785 million, RMB2,609 million, RMB2,523 million and RMB10,456 million, respectively, was due in 2006, 2007, 2008, 2009, 2010 and thereafter.

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     As of December 31, 2005, the Group had a working capital deficit of RMB25,907 million, as compared to a working capital deficit of RMB18,855 million as of December 31, 2004. Historically, the Group operated in a negative working capital position, relying on cash inflow from operating activities and short-term bank debt refinancings to meet its short-term liquidity and working capital needs. The increase in the Group’s working capital deficit from 2004 to 2005 was mainly because the Group sought increased short term debts to finance its aircraft acquisitions. Upon deliveries of the aircraft, the Group continued to seek renewal of its short-term debts instead of replacing such debts with long-term debts, as the interest rates for short-term debts are lower. The liquidity of the Group in the future will primarily be dependent on its ability to maintain adequate cash inflow from operations to meet its debt obligations as they become due and, on its ability to obtain adequate external financing to meet its committed future capital expenditures. The Group has obtained firm commitments from its principal bankers to renew its short-term bank loans outstanding at December 31, 2005 when they fall due during 2006. Subsequent to December 31, 2005, the Group renewed short-term debts of RMB2,611 million.
     As the Group is subject to a high degree of operating leverage, a minor decrease in the Group’s yield and/or load factor could result in a significant decrease in its operating revenue and hence its operating cashflows. This could arise in such circumstances as where competition between Chinese airlines increases or where PRC aviation demand decreases. Similarly, a minor increase in the jet fuel prices, particularly those in domestic market, could result in a significant increase in the Group’s operating expenses and hence a significant decrease in its operating cashflows. This could be caused by fluctuations in supply and demand in international oil market. Currently, the Group’s existing debt and lease facilities do not contain any financial covenants. Nevertheless, as the Group is subject to a high degree of financial leverage, an adverse change in the Group’s operating cashflows could adversely affect its financial health and hence weaken its ability to obtain additional debt and lease facilities and to renew its short-term debt facilities as they fall due.
     As of December 31, 2005, the Group had capital commitments in 2006, 2007, 2008, 2009 and 2010 of approximately RMB8,933 million, RMB9,445 million, RMB14,437 million, RMB5,300 and RMB9,688 respectively. Of such amounts, RMB7,341 million in 2006, RMB8,945 million in 2007 and RMB14,354 million in 2008, RMB5,300 million in 2009 and RMB9,688 million in 2010 are related to the acquisition of aircraft and related flight equipment, and RMB840 million in 2006 is related to the Group’s facilities and equipment to be constructed and installed at the Guangzhou new airport. The remaining amounts of RMB752 million in 2006, RMB500 million in 2007 and RMB83 million in 2008 are related to the Group’s other airport and office facilities and equipment, overhaul and maintenance bases and training facilities.
     As of December 31, 2005, the Group undertook to make a capital contribution of approximately RMB83 million to jointly controlled entities.
     As of December 31, 2005, the cash and cash equivalents of the Group totaled RMB2,901 million. Of such balance, 20.4% was denominated in foreign currencies.
     No interim dividend was paid during the year ended December 31, 2005. The Board of Directors does not recommend the payment of a final dividend in respect of the year ended December 31, 2005.
     The Group expects that the Group’s cash from operations and short-term and long-term bank borrowings will be sufficient to meet its cash requirements in the foreseeable future.

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Contractual Obligations and Commercial Commitments
     The following table sets forth the Group’s obligations and commitments to make future payments under contracts and under contingent commitments as of December 31, 2005.
                         
  As of December 31, 2005  As of December 
  Payment due by period  31, 2004 
      less than             
  Total  1 year  1-3 years  4-5 years  After 5 years  Total 
  (RMB million) 
Contractual obligations
                        
Short-term debt (Note 2)  14,346   11,735   2,611         9,925 
Long-term debt  14,617   1,877   6,472   2,095   4,173   13,528 
Capital lease obligations  15,832   3,373   5,538   2,189   4,732   11,743 
                         
Cash payable for CNA/ XJA Acquisitions                 1,959 
                   
Total contractual obligations
  44,795   16,985   14,621   4,284   8,905   37,155 
                   
Other commercial commitments
                        
Operating lease commitments  24,594   3,340   5,666   5,132   10,456   12,750 
Aircraft purchase commitments (Note 1)  45,628   7,341   23,299   14,988      11,776 
Capital commitments in respect of investments in the Guangzhou new airport  840   840            824 
Other capital commitments  1,335   752   583         700 
Investing commitments  83   83            83 
                   
Total commercial obligations
  72,480   12,356   29,548   20,120   10,456   26,133 
                   
                         
Estimated future interest payments on short term debt and long term debt
                        
Fixed rates  3,285   785   1,071   640   789   2,388 
Variable rates  2,171   935   635   369   232   939 
                   
   5,456   1,720   1,706   1,009   1,021   3,327 
                   
Note 1 Amounts shown are net of previously paid purchase deposits.
Note 2 Short term bank debts included certain debts of RMB2,611 million which were renewed subsequent to December 31, 2005. The renewed debts are unsecured, bear interest at floating rates ranging from 3-month HIBOR/6-month LIBOR + 0.55% to 0.60% per annum and are repayable one year from their respective renewal dates.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.
Directors, Senior Management and Employees
     The following table sets forth certain information concerning directors (“Directors”), senior management (“Senior Management”) and supervisors (“Supervisors”) of the Company in 2005. There were certain changes in the Company’s Directors, Senior Management and Supervisors subsequent to December 31, 2005, details of which are set forth below.
NamePositionGenderAge
Liu Shao YongChairman of the BoardMale48
Liu Ming Qi(1)Vice Chairman of the BoardMale62
Peng An Fa(2)DirectorMale58
Wang Quan HuaDirectorMale52
Zhao Liu AnDirectorMale58
Zhou Yong Qian(3)DirectorMale61
Si Xian MinDirector, PresidentMale49
Zhou Yong Jin(1)DirectorMale63
Xu Jie BoDirector, Chief Financial Officer and Vice PresidentMale41
Wu Rong Nan(1)DirectorMale64
Simon To(4)Independent Non-executive DirectorMale55
Peter LokIndependent Non-executive DirectorMale70
Wei Ming HaiIndependent Non-executive DirectorMale42

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NamePositionGenderAge
Wang ZhiIndependent Non-executive DirectorMale64
Sui Guang JunIndependent Non-executive DirectorMale45
Sun Xiao YiChairman of the Supervisory CommitteeMale52
Yang Guang HuaSupervisorMale53
Yang Yi HuaSupervisorFemale46
Li Kun(5)Vice PresidentMale46
Yuan Xin AnVice PresidentMale49
Zheng En Ren(6)Vice PresidentMale61
Hao Jian HuaVice PresidentMale55
Ren Ji Dong(7)Vice PresidentMale41
He Zong Kai(7)Vice PresidentMale55
Liu QianChief PilotMale40
Su LiangCompany SecretaryMale44
Chen Wei HuaGeneral CounselMale40
(1)The resignation of Liu Ming Qi, Zhou Yong Jin and Wu Rong Nan as Directors due to their retirement was approved at the first and second extraordinary general meetings of the Company on December 16, 2005.
(2)The removal of Peng An Fa as Director of the Company owing to suspicion that he had committed a crime was discussed and approved at the first extraordinary general meeting of the Company on December 16, 2005.
(3)The resignation of Zhou Yong Qian as Director of the Company due to his retirement was approved at the 2005 annual general meeting of the Company on June 15, 2006.
(4)The resignation of Simon To as independent non-executive Director upon the expiry of his six years’ term was approved at the second extraordinary general meeting of the Company on December 16, 2005.
(5)Li Kun was relocated to another position and his resignation as Vice President of the Company was approved by the Board of the Company on December 13, 2005.
(6)The resignation of Zheng En Ren as Vice President of the Company due to his retirement was approved by the Board of the Company on April 19, 2006.
(7)The appointment of Ren Ji Dong and He Zong Kai as Vice Presidents of the Company were approved by the Board on March 29, 2005.
BOARD OF DIRECTORS
Mr. Liu Shao Yongis the chairman of the Board. He is a qualified class one pilot. He joined the Company in November 2004. Mr. Liu graduated from China Civil Aviation Flying College and obtained an EMBA from Tsinghua University in 2005. He joined the civil aviation industry in 1978. He held the positions of Captain of the Flying Squadron of China General Aviation Corporation and was appointed as the Deputy General Manager of China General Aviation Corporation, Deputy Director of Shanxi Provincial Civil Aviation Administration, General Manager of the Shanxi branch of China Eastern Airlines Corporation Limited and the Chief of the Flying Model Division of the Civil Aviation Administration of China. He served as the General Manager of China Eastern Airlines Corporation Limited and was appointed as the Vice Minister of Civil Aviation Administration of China. Since August 2004, Mr. Liu has served as the General Manager of China Southern Air Holding Company. Mr. Liu became the chairman of the Board on November 29 2004.
Mr. Wang Quan Huais currently a Director of the Company and Vice President of CSAHC and became the employee of the Company in March 1995 after the establishment of the Company. Mr. Wang graduated from the Economic Management Department of Central Communist Party College. Mr. Wang began his career in civil aviation in 1972, and successively served as the Director of Planning Department of Guangzhou Civil Aviation Administration, the Office Director of China Southern Airlines Shenzhen Co., the Director of the Planning and Operation Division of CSAHC, the President of Strategy and Development Department of China Southern Airlines

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Company Limited and the Vice President of CSAHC. Mr. Wang became a Director of the Company on May 13, 2003.
Mr. Zhao Liu Anis a Director of the Company and the Vice President of CSAHC. Mr. Zhao joined the Company in May 2003. Mr. Zhao began his career in civil aviation in 1966, and successively served as the Director of Flight Meteorology and Flight Safety Monitoring Division, Director of Science Education Division, the Director of Flying Model Division of Urumqi Civil Aviation Administration, Captain of the Ninth Squadron of the Civil Aviation Administration, the Vice President and President of Urumqi Civil Aviation Administration and Xinjiang Airlines. Mr. Zhao became a Director of the Company on May 13, 2003.
Mr. Si Xian Minis a Director and President of the Company. Mr. Si graduated from No. 14 Aviation College as an aircraft piloting major with an associate degree. Mr. Si, a professional political tutor, he began his career in civil aviation in 1975. He held positions as Director of the political division of China Southern Airlines Henan Branch, Party Secretary and Vice President of Guizhou Airlines, Deputy Party Secretary of China Southern Airlines Company Limited, Secretary of the Disciplinary Department of China Southern Airlines Company Limited and Party Secretary of China Northern Airlines and has been the President of the Company since October 2004. Mr. Si became a Director of the Company on December 31, 2004.
Mr. Xu Jie Bois a Director, Vice President and Chief Financial Officer of the Company. Mr. Xu joined the Company in July 1998. He graduated from the Management Department of Tianjin University and was subsequently awarded with a master degree in business administration from Hong Kong Baptist University. A qualified senior accountant by profession, Mr. Xu started his career in August 1986 and worked as Supervisor of the Financial Management Office for Infrastructure Projects of Guangzhou Civil Aviation Administration. In December 1992, he took up the posts of Deputy Director and Director of the Financial Department of Central and Southern China Civil Aviation Administration. In July 1998, he became General Manager of the Financial Department and Chief Financial Officer of the Company. Currently, he is a Director and the Vice President and Chief Financial Officer of the Company. He is also a Director of Guizhou Airlines Company Limited, Vice Chairman of Sichuan Airlines Corporation Limited, and Vice Chairman of Xiamen Airlines Company Limited. Mr. Xu became a Director of the Company on April 16, 2001.
Mr. Peter Lokhas been an Independent Non-Executive Director of the Company since April 16, 2001. He is also a veteran in the civil aviation industry. Mr. Lok joined the Civil Aviation Department of Hong Kong in 1956 and became its Assistant Director in 1982, Deputy Director in 1988, and Director from 1990 to 1996. From 1997 to 2000, Mr. Lok was an advisor and president of Hong Kong Commercial Airlines Center. Mr. Lok has sat on various Committees such as the Evaluation Committees for the Design of Shanghai’s Pudong Airport, Committee for China’s Zhuhai Aviation and Spaceflight Fair, Evaluation Committees for the IATA Eagle Award. He is also independent director of several listed airline companies.
Mr. Wei Ming Haihas been an Independent Non-Executive Director of the Company since April 16, 2001. Professor Wei has worked in Jiangxi Provincial Accounting Association, and he started working in Zhongshan University from 1991. In 1993 he became the chairman of the Accounting Department in the School of Management of Zhongshan University. In 1996 he became the Deputy Dean of the School of Management in Zhongshan University. In January 2000, he became Dean of the School of Management in Zhongshan University. Since 1998, Professor Wei has been a doctorate advisor for Accounting Information and Investment Analysis. Professor Wei is also on the board of directors of China Accountants Association, Vice Chairman of Accountants Association of Guangdong Province, Vice Chairman of Auditors Association of Guangzhou , Executive Member of the Research Institute of Financial Costs for Young and Middle-aged Accountants, member of American Accounting Association. Professor Wei holds a Ph.D degree in economics and has an MBA degree from Tulane University in the United States of America. He has published over 7 academic books or textbooks, and over 80 academic papers.

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Mr. Wang Zhihas been an Independent Non-Executive Director of the Company since May 2003. Mr. Wang graduated from the Aircraft Design Department of Harbin Institute of Technology. Mr. Wang began his career in 1965, and has successively served as the Director and Senior Engineer of Aeronautics Research Institute of China, the Vice Director and Vice secretary of the First Research Institute of Civil Aviation, the Vice Director and Director of the Planning Bureau of CAAC and the Director of the Planning Technology System Reform Department and the Planning Technology Department of CAAC. Mr. Wang is also a professor in several universities.
Mr. Sui Guang Junhas been an Independent Non-Executive Director of the Company since May 2003. Mr. Sui graduated from the Economic Department of Jinan University and obtained a master degree. Mr. Sui obtained a doctor degree in the Management of Organizations of Jinan University. He has successively served as the Vice Director of the Research Institute of Hong Kong and Macao Economies, the Dean of corporate administration department of Jinan University and the Chief of the Post-doc Committee of Applied Economics and the Dean of Management College in Jinan University. Mr. Sui is currently the Deputy Vice Chancellor of Guangdong University of Foreign Studies.
     The independent non-executive Directors of the Company are nominated by the Board of Directors, and their appointment must be approved by the shareholders of the Company in a general meeting. The executive Directors of the Company are nominated by CSAHC, the controlling shareholder of the Company, and their appointment must be approved by the shareholders of the Company in a general meeting.
SUPERVISORY COMMITTEE
     As required by the Company Law and the Articles of Association, the Company has a supervisory committee (the “Supervisory Committee”) which is primarily responsible for the supervision of senior management of the Company, including the Board of Directors, executive officers and other senior management personnel, to ensure that they act in the interests of the Company, its shareholders and employees, as well as in compliance with applicable law. The Supervisory Committee consists of three Supervisors. Two of the Supervisors are shareholder representatives appointed by shareholders, and one Supervisor is a representative of the Company’s employees. The Supervisors serve terms of three years and may serve consecutive terms.
Mr. Sun Xiao Yiis a member of Party Committee and head of Discipline Supervision Team of China Southern Air Holding Company. Mr. Sun graduated from the Civil Aviation University of China with a degree in Economics and Administration and is currently a postgraduate law student of Central Communist Party College. Mr. Sun is a senior expert of Political Science and Economics with an associate degree. Mr. Sun has successively served as Vice Party Secretary of the Hubei branch of the Company, Party Secretary of the Flight Operations Department of the Company, and Vice Party Secretary of China Southern Air Holding Company. Mr. Sun became a Supervisor on June 16, 2004.
Mr. Yang Guang Huais the Vice Party Secretary and Discipline Supervision Secretary of the Company. Mr. Yang is an engineer with university qualification. Mr. Yang has successively served as Deputy General Manager of the Hunan branch of the Company, General Manager of Southern Airlines (Group) Zhuhai Helicopters Company Limited, General Manager of the Hunan branch of the Company, and Deputy General Manager of the Company. Mr. Yang became a Supervisor on June 16, 2004.
Ms. Yang Yi Huais the General Manager of the Audit Department of the Company. Ms. Yang is an internationally qualified internal auditor. She has successively served as Deputy Manager of the Clearance and Settlement Office of the Financial Division of the Guangzhou Civil Aviation Administration, Manager of the Financial Office of the Company’s Financial Division, and Deputy General Manager of the Company’s Audit Department. She has been the President of Xiamen Airlines since September 2005. Ms. Yang became a Supervisor on June 16, 2004.

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SENIOR ADMINISTRATIVE OFFICERS
Mr. Yuan Xin Anis a Vice President of the Company. He graduated from the Air Engineering College. Mr. Yuan has over 25 years of experience in the Chinese aviation industry. He has been the Manager of Quality Assurance and Deputy Controller of Quality Control of Guangzhou Aircraft Maintenance Engineering Company Limited, Deputy General Manager of the Aircraft Engineering Department of the Company, and Vice President of Guangzhou Aircraft Maintenance Engineering Company Limited. Mr. Yuan became the Chief Engineer of the Company in 2000, and a Vice President of the Company in April 2002.
Mr. Hao Jian Huais currently the Vice President of the Company. He completed his pilot training at the CAAC Advanced Flying College. Mr. Hao has held positions as Captain, then Deputy Chief Captain, and subsequently Chief Captain of the Sixth Squadron of the Civil Aviation Administration during the period from 1989 to 1994. He then became a Deputy General Manager, from 1994 to 1998, and the General Manager, from 1998 to 1999, of the Flying Aviation Department of the Company. He became a Vice President of the Company in July 2003.
Mr. Ren Ji Dongis a Vice President of the Company who graduated from the College of Energy and Power Engineering Department of Nanjing University of Aeronautics and Astronautics with a major degree in motor design, is a senior engineer. Mr. Ren assumed various offices in the aircraft maintenance workshop of Xinjiang Airlines Company, including Head of Workshop, Deputy Director of Workshop and President of the Engineering Department. Mr. Ren served as the Deputy Director of Urumqi Civil Aviation Administration and Vice President of Xinjiang Airlines Company. He was the Vice President of Xinjiang Airlines from 2002 to 2004. Mr. Ren became a Vice President of the Company in March 2005.
Mr. He Zong Kaiis a Vice President of the Company who graduated from Bejing Foreign Language Institute with a major degree in French, is a senior economist. Mr. He served as the Deputy Manager of the Operation Department of the Company, Manager of Passenger Transportation Department, Head of Seats Arrangement Department, Vice General Manager of the Marketing Department and General Manager of the Ground Services Department. He assumed the offices of the President and Deputy Party Secretary of Hubei branch of the Company since 2003 and became a Vice President of the Company in March 2005.
Mr. Liu Qianis the Chief Pilot of the Company who graduated from China Civil Aviation Flying College with specialty in aircraft piloting. Mr. Liu served the Civil Aviation Administration of China as assistant researcher of the piloting skills supervision division of the piloting standards department, as assistant researcher of the operation supervision division of the piloting standards department, as assistant researcher of the freight transportation piloting standards division of the piloting standards department, and as the Deputy Head of the Piloting Standards Division of the Piloting Standards Department. He assumed the offices of the Deputy Chief Pilot and Chief Pilot of the Company in November 2004.
Mr. Su Liangis currently holding the position as Company Secretary. He was a graduate of the Cranfield College of Aeronautics, University of Cranfield, United Kingdom, specialising in Air Transport Management Engineering. Mr. Su is a holder of master degree. During the period from 1998 to 1999, Mr. Su held the position as Deputy Manager of the Flight Operations Department, China Southern Airlines Shenzhen Co. and from 1999 to 2000, he was the Manager of the Planning and Administration Department of China Southern Airlines Shenzhen Co.. Mr. Su was in charge of the international cargo project of the Company, responsible for the planning and development of the Company’s North American cargo business. Mr. Su became the Company Secretary on June 26, 2000.
Mr. Chen Wei Huais the Chief Legal Adviser to the Company. Mr. Chen graduated from the school of law of Peking University. He is a qualified solicitor and a qualified corporate legal counsellor. Mr. Chen joined the Civil Aviation Administration of China in 1998. He then joined the CSAHC in January 1991. From 1997 to 2003, he served as Vice Director and Director of the Legal Affairs Office of the Company. Currently, he is President of the Legal Department of the Company. Since December 2003, Mr. Chen has been the Chief Legal Adviser to the Company. He is also a Director of Xiamen Airlines Company Limited.

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Compensation
     A total of RMB232,000 has been paid to independent non-executive Directors for the year ended December 31, 2005. The aggregate compensation paid by the Company to all Directors (excluding non-executive Directors), Supervisors and Senior Management for 2005 was RMB5.9 million. For the year ended December 31, 2005, the Company accrued an aggregate of approximately RMB132,000 on behalf of its executive Directors, Supervisors and Senior Management pursuant to the SA Pension Scheme and the retirement plans operated by various municipal governments in which the Company participates.
     Details of Directors’ and Supervisors’ emoluments for the year ended December 31, 2005 are set out below:
                         
          Salaries,           
          allowances      Retirement    
      Directors’  and benefits  Discretionary  scheme    
Name     fees  in kind  bonuses  contributions  Total 
  Note  RMB’000  RMB’000  RMB’000  RMB’000  RMB’000 
 
                         
Executive directors
                        
Liu Shao Yong  (i)     299      12   311 
Liu Ming Qi         242      10   252 
Peng An Fa         101      6   107 
Wang Quan Hua         237      12   249 
Zhao Liu An  (i)     237      12   249 
Zhou Yong Qian         237      12   249 
Si Xian Min         281      12   293 
Zhou Yong Jin         127      2   129 
Xu Jie Bo         226      12   238 
Wu Rong Nan         368   162   7   537 
                         
Supervisors
                        
Sun Xiao Yi         237      12   249 
Yang Guang Hua         225      12   237 
Yang Yi Hua         48   70   11   129 
                         
Independent non-executive directors
                        
Simon To  (ii)               
Peter Lok      58            58 
Wei Ming Hai      58            58 
Wang Zhi      58            58 
Sui Guang Jun      58            58 
 
                         
       232   2,865   232   132   3,461 
 
Notes:
(i)The above amounts included the salaries paid to these Directors as pilots of the Company.
(ii)Simon To received director’s fee of RMB1 during the year ended December 31, 2005.
Board Practices
     Each Directors’ service contract with the Company or any of its subsidiaries provide prorated monthly salary upon termination of employment in accordance with his contract. The Director is entitled to paid leave in accordance with his contract. The term of office of a Director is three years. The term of office of the current Directors will end in 2007. A Director may serve consecutive terms upon re-election.
     Audit Committee
     The audit committee is appointed by the Board of Directors and consists of three independent non-executive Directors. The current members of the audit committee are Wei Ming Hai, Wang Zhi and Sui Guang Jun. Wei Ming Hai is the chairman of the audit committee. The term of office of each member is three years. The term of office of the current members will end in 2007. A member may serve consecutive terms upon re-election. At least once a year, the committee is required to meet with the Company’s external auditors without any executive members of the Board in attendance. The quorum necessary for the transaction of any business is two committee members. The Audit Committee held nine meetings in 2005, which were attended by all members. The external auditors or the Chief Financial Officer of the Company may request a meeting of the audit committee.
     The audit committee selects and engages, on behalf of the Company, external auditors to audit the Company’s annual financial statements and considers questions regarding the audit fees and the resignation or dismissal of the external auditors. The audit committee also reviews and approves the planned scope of the Company’s annual audit. In addition, the audit committee reviews the annual and interim financial statements, the preliminary announcement of results and any other announcement regarding the Company’s results or other financial information to be made public, before submission to the Board of Directors. Moreover, the committee discusses problems arising from the audit and reviews the external auditors’ management letter and management’s response. Furthermore, the audit committee reviews the effectiveness of the system of internal financial controls from information provided by the Executive Directorate and management of the Company and ensures adherence to the Company’s control policies so that the Company’s assets are safeguarded and financial records are complete and accurate. The audit committee meets regularly with the Company’s senior positions from finance department and internal audit department and the external auditors to consider the Company’s financial reporting, the nature and scope of audit review and the effectiveness of the systems of internal control. The audit committee also reviews any significant transactions that are not in the ordinary course of business.
     The Company has an internal audit department which reviews procedures in all major financial and operational activities. This department is led by the head of internal audit who is directly responsible to the Chairman of the Board and submits regular reports to the audit committee.
     Remuneration Committee
     The remuneration committee comprises three members. Currently, the remuneration committee is chaired by independent non-executive Director Sui Guang Jun with independent non-executive Director Wei Ming Hai and executive Director Wang Quan Hua as members. The term of office of each member is three years. The term of office of the current members will end in 2007. A member may serve consecutive terms upon re-election. The remuneration committee met once in 2005, which meeting was attended by all members. In addition, the remuneration committee also meets as and when required to consider remuneration related matters.
     The responsibilities of the remuneration committee are to approve the remuneration packages of Directors and Senior Management of the Group, and the Company’s “preliminary proposals on annual emoluments of the directors and senior management of the Group��. The remuneration committee is also responsible for assessing performance of executive Directors and approving the terms of executive Directors’ service contracts.
Employees
     As of December 31, 2005, the Group had 34,417 employees, including 2,567 pilots, 4,539 flight attendants, 5,076 maintenance personnel, 10,445 sales and marketing personnel, 3,243 administrative personnel and 8,547 temporary employees. All of the Group’s pilots, flight attendants, maintenance personnel, administrative personnel and sales and marketing personnel are contract employees, and most of the Group’s ancillary service workers are temporary employees. Contract employees are hired by the Group pursuant to renewable employment contracts with terms ranging from

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three to five years. Temporary employees generally are hired by the Group pursuant to at-will employment contracts or employment contracts with a term of one year.
     The Company’s employees are members of a trade union organized under the auspices of the All-China’s Federation of Trade Unions, which is established in accordance with the Trade Union Law of China. A representative of the Company labor union currently serves on the Supervisory Committee of the Company. Each of the Company’s subsidiaries has its own trade union. The Group has not experienced any strikes, slowdowns or labor disputes that have interfered with its operations, and the Group believes that its relations with its employees are good.
     All employees of the Group receive cash remuneration and certain non-cash benefits. Cash remuneration consists of salaries, bonuses and cash subsidies provided by the Group. Salaries are determined in accordance with the national basic wage standards. The total amount of wages payable by the Group to its employees is subject to a maximum limit based on the profitability of the Group and other factors. Bonuses are based on the profitability of the Group. Cash subsidies are intended as a form of cost-of-living adjustment. In addition to cash compensation, the Group’s contract employees receive certain non-cash benefits, including housing, education and health services, and the Group’s temporary employees receive limited health services, but not housing or education. CSAHC provides certain services in respect of these benefits to the Group’s employees in consideration of certain fees and other charges.
     Retirement And Housing Benefits
     Employees of the Group participate in several defined contribution retirement schemes organised separately by PRC municipal governments in regions where the major operations of the Group are located. The Group is required to contribute to these schemes at the rates ranging from 9% to 20% of salary costs including certain allowances. A member of the retirement schemes is entitled to pension benefits equal to a fixed proportion of the salary at the retirement date. The retirement benefit obligations of all existing and future retired staff of the Group are assumed by these schemes.
     In addition, the Group was selected as one of the pilot enterprises to establish a supplementary defined contribution retirement scheme for the benefit of employees. In this connection, employees of the Group participate in a supplementary defined contribution retirement scheme whereby the Group is required to make defined contributions at rates ranging from 3% to 5% of total salaries. The Group has no obligation for the payment of pension benefits beyond the contributions described above.
     Furthermore, pursuant to the comprehensive services agreement (the “Services Agreement”) dated May 22, 1997 between the Company and CSAHC, CSAHC provided quarters to eligible employees of the Group. In return, the Group paid a fixed annual fee of RMB85 million to CSAHC for a ten-year period from 1995 to 2004. The agreement expired by December 31, 2004 and no further payment was made in 2005.
     Pursuant to an additional staff housing benefit scheme effective September 2002, the Group agreed to pay lump sum housing allowances to certain employees who have not received quarters from CSAHC or the Group according to the relevant PRC housing reform policy, for subsidising their purchases of houses. An employee who quits prior to the end of the vesting benefit period is required to pay back a portion of the lump sum housing benefits determined on a pro-rata basis of the vesting benefit period. The Group has the right to effect a charge on the employee’s house and to enforce repayment through selling the house in the event of default in repayment. Any shortfall in repayment would be charged against income statement. As of December 31, 2005, the Company and the Group had made payments totalling RMB168 million under the scheme and recorded its remaining contractual liabilities totalling RMB92 million as accrued expenses on the balance sheets. Housing allowances are payable when applications are received from eligible employees.
     Workers’ Compensation
     There is no workers’ compensation or other similar compensation scheme under the Chinese labor and employment system. As required by Chinese law, however, the Group, subject to certain conditions and limitations, pays for the medical expenses of any contract employee who suffers a work-related illness, injury or disability and continues to pay the full salary of, and provides all standard cash subsidies to, such employee during the term of such illness, injury or disability. The Group also pays for certain medical expenses of its temporary employees.

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Share Ownership
     As of the date of this Annual Report, no Director, Senior Management or Supervisor of the Company is a beneficial owner of any shares of the Company’s capital stock. As of the date of this Annual Report, no arrangement has been put in place involving issue or grant of options or shares or securities of the Company to any of the Director, Senior Management, Supervisor or employees of the Company.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
Major Shareholders
     Share Capital Structure
     As of May 31, 2006, the total share capital of the Company was divided into 4,374,178,000 shares, of which approximately 50.3% (2,200,000,000 domestic shares) was held by CSAHC, approximately 26.84% (1,174,178,000 H shares) was held by Hong Kong and overseas shareholders and approximately 22.86% (1,000,000,000 A shares) was held by domestic shareholders. CSAHC owns 50.30% of the total share capital of the Company, therefore it is entitled to exercise all the rights of a controlling shareholder, including the election of executive Directors.
     Substantial Shareholders
     As of May 31, 2006, the following shareholders had an interest of 5% or more in the Company’s shares:
Approximate
Percentage
of the Total
NameNumber of SharesNumber of Shares
CSAHC2,200,000,000 domestic shares50.30%
HKSCC Nominees Limited1,150,854,998 H shares26.31%
     The table below sets forth, as of May 31, 2006, the following entities hold 5% or more of the total number of H shares issued by the Company.
         
      Approximate
      Percentage of
      the Total
      Number of H
Name Number of H Shares Shares
HKSCC Nominees Limited  1,150,854,998   98.01%
     Domestic shares and H shares have identical voting rights.
Related Party Transactions
     The Company enters into transactions from time to time with CSAHC and its affiliates. For a description of such transactions, see Note 36 to the Financial Statements. In particular, the following arrangements, which the Company believes are material to its operations, have been made between the Company and CSAHC and its affiliates. The Company believes that these arrangements have been entered into by the Group in the ordinary course of business and in accordance with the agreements governing such transactions.
     Arrangements with CSAHC
Trademark License Agreement
     The Company and CSAHC entered into a ten year trademark licence agreement dated May 22, 1997 pursuant to which CSAHC acknowledges that the Company has the right to use the name “China Southern” and “China Southern Airlines” in both Chinese and English, and grants the Company a renewable royalty free license to use the kapok logo on a worldwide basis in connection with the Company’s airline and airline-related businesses. Unless CSAHC gives a written notice of termination three months before the expiration of the agreement, the agreement will be automatically renewed for another ten-year term.

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Leases
     The Company as lessee and CSAHC as lessor have entered into the following lease agreements:
     The Company and CSAHC entered into a land lease agreement dated May 22, 1997, in respect of the land used by the Company within Guangzhou Baiyun International Airport. The rental payment is RMB2,651,000 per year. The term of the lease is five years commencing April 1, 1997, renewable by both parties thereafter (subject to mutual agreement with respect to rental terms).
     The Company and CSAHC separately entered into four lease agreements dated May 22, 1997, in respect of office premises located at the east wing of the Guangzhou Railway Station on Guangzhou Huanshi Dong Road, office premises at Haikou Airport, office premises in Haikou City, and office premises at Tianhe Airport in Wuhan, Hubei Province. The aggregate rental payment under the four leases is RMB15,745,000 per year. The term of each lease is one year, renewable by the parties thereafter (subject to mutual agreement with respect to rental terms).
     The Company and CSAHC entered into an indemnification agreement dated May 22, 1997 in which CSAHC has agreed to indemnify the Company against any loss or damage caused by or arising from any challenge of, or interference with, the Company’s right to use certain land and buildings.
     The Company and CSAHC entered into a lease agreement dated November 12, 2004, under which CSAHC leases to the Company certain lands by leasing the land use rights of such lands to the Company. These lands had been administratively allocated to Xinjiang Airlines and Northern Airlines for the purposes of their civil aviation and related businesses. Subsequently, CSAHC was authorised to deal with the land use rights of such lands, including leasing, but not transferring, such land use rights. Total area of the lands leased is 1,182,297 square metres, and the locations of such lands are in Urumqi, Shenyang, Dalian and Harbin. The lease is for a fixed term of three years, commencing from the effective date of the lease, and is renewable, subject to compliance with the relevant requirements of the Hong Kong Listing Rules by the Company, by an application in writing by the Company to the lessor three months before the end of the fixed term. The rent for the land use rights of the designated lands under lease agreement is RMB22,298,000 per year, payable in arrear by cheque, in cash or by bank transfer on or before the 10th day of each calendar month, and is determined after arm’s length negotiation between the parties. The maximum aggregate annual limit (“Cap”) for the lease agreement is set at RMB22,298,000 per year. The lease agreement was approved by the shareholders of the Company at the 2nd extraordinary general meeting on December 31, 2004.
     Arrangements with CSAHC and CSAHC’s Affiliates
Leases
     The Company, CSAHC and CNA entered into a lease agreement dated November 12, 2004, under which CSAHC and CNA lease to the Company certain buildings, facilities and other infrastructure related to the civil aviation businesses of CNA situated at various locations in Shenyang, Dalian, Jilin, Harbin, Chaoyang and Russia. The lease is for a fixed term of three years, commencing from the date of the lease, and is renewable, subject to compliance with the relevant requirements of the Hong Kong Listing Rules by the Company, by an application in writing by the Company to the lessor three months before the end of the fixed term. The consideration for lease agreement is RMB43,758,000 per year, payable in arrear by cheque, in cash or by bank transfer on or before the 10th day of each calendar month, and is determined after arm’s length negotiation between the parties. The Cap for the lease agreement is set at RMB43,758,000 per year. The lease agreement was approved by the shareholders of the Company at the 2nd extraordinary general meeting on December 31, 2004.
     The Company, CSAHC and XJA entered into a lease agreement dated November 12, 2004, under which CSAHC and XJA lease to the Company certain buildings, facilities and other infrastructure related to the civil aviation businesses of XJA situated in Xinjiang and Russia. The lease is for a fixed term of three years, commencing from the effective date of the lease, and is renewable, subject to compliance with the relevant requirements of the Hong Kong Listing Rules by the Company, by an application in writing by the Company to the lessor three months before the end of the fixed term. The consideration for lease agreement is RMB5,798,000 per year, payable in arrear by cheque, in cash or by bank transfer on or before the 10th day of each calendar month, and is determined after arm’s length negotiation between the parties. The Cap for the lease agreement is set at RMB5,798,000 per year. The lease agreement was approved by the shareholders of the Company at the 2nd extraordinary general meeting on December 31, 2004.

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     Arrangements with CSAHC’s Affiliates
Southern Airlines (Group) Import and Export Trading Company (“SAIETC”), a wholly owned subsidiary of CSAHC
     The Company and SAIETC entered into an agreement dated May 22, 1997 for the import and export of aircraft, flight equipment, special vehicles for airline use, communication and navigation facilities, and training facilities for a term from May 22, 1997 to May 22, 2000 which was subsequently extended to May 22, 2006 by mutual agreement between the parties. The parties have determined the various rates for import and export services provided by SAIETC after negotiations on a fair and equitable basis, which are not higher than the market rates for similar services.
     For the year ended December 31, 2005, the amount incurred by the Group for the import and export of the above equipment was RMB31,714,000.
     In order to comply with the requirements under Rule 14A.35 of the Hong Kong Listing Rules so that SAIETC can continue to provide import and export services and custom clearing service after the expiry of the original agreement, the Company and SAIETC entered into a new import and export agency framework agreement (the “Import and Export Agency Framework Agreement”) on 1 January, 2006, which became effective on April 25, 2006, having been approved by the Board of Directors of the Company. The Import and Export Agency Framework Agreement is valid for a term of three years, commencing from the date of the agreement, subject to compliance with the relevant provisions of the Hong Kong Listing Rules by the Company. Both parties agreed that the agency fee for import and export shall be determined after arm’s length negotiation and shall not be higher than the market rate.
Southern Airlines Advertising Company, which is 45% owned by the Company and 55% owned by CSAHC (“SAAC”)
     The Company and SAAC entered into an agreement dated May 22, 1997 for the provision of advertising services for a term extending from May 22, 1997 to May 22, 2000. After extension of three years, the parties have mutually agreed to extend the agreement for another three years to May 22, 2006.
     In order to comply with the requirements under Rule 14A.35 of the Hong Kong Listing Rules, so that SAAC can continue to provide advertising service after the expiry of the original agreement, the Company and SAAC entered into a new advertising agency agreement (��Advertising Agency Agreement”) on January 1, 2006 for a term of three years commencing from the date of the agreement, which became effective on 25 April, 2006, having been approved by the Board of Directors of the Company.
     Under the agreement, SAAC will produce advertisement script, graphic and music to the Company with the copyright of such products belonging to the Company products belonging to the Company, provided that the Company shall comply with all relevant provisions under the Hong Kong Listing Rules. Both parties agreed that the agency rate for advertising under the Advertising Agency Agreement shall be determined after arm’s length negotiation and shall not higher than the market rate. For the year ended 31 December 2005, the amount incurred by the Group to SAAC for advertising services was RMB3,062,000.
China Southern Airlines Group Finance Company Limited (“SA Finance”) which is 42% owned by CSAHC, 32% owned by the Company and 26% owned in aggregate by five subsidiaries of the Company
     The Company entered into a financial agreement dated May 22, 1997 with SA Finance for the provision of financial services such as deposit and loan facilities, credit facilities, financial guarantees and credit references for a term commencing from May 22, 1997 to May 21, 2000. As agreed by the parties, the agreement was extended for six years to May 22, 2006. In order to comply with the new requirements under the Hong Kong Listing Rules, so that SA Finance can continue to provide deposit of money service and other financial services (subject to execution of separate agreements and further compliance with the Hong Kong Listing Rules), the Company and SA Finance entered into a new financial agreement on November 12, 2004, commencing from that date for a period of three years, and is renewable, subject to compliance with the requirements of the relevant Hong Kong Listing Rules by the Company, by an application in writing by the Company not less than 30 days before the end of the fixed term.
     As SA Finance is a connected person of the Company under the Hong Kong Listing Rules, the financial agreement constitutes a discloseable and non-exempt continuing connected transaction under Rule 14A.35 of the Hong Kong Listing Rules and requires the Company to comply with the reporting and announcement requirement and the independent shareholders’ approval requirement under Rule 14A.48 of the Hong Kong Listing Rules. The independent shareholders of the Company approved the financial agreement at the second extraordinary general meeting of the Company held on December 31, 2004.
     Under such agreement, SA Finance agrees to accept deposit of money from the Company at interest rates not lower than those set by the People’s Bank of China for the same term of deposit. SA Finance will in turn deposit the whole of such sums of money with certain banks including Bank of Agriculture, Bank of Communications, China Construction Bank and Industrial and Commercial Bank of China; make loans to the Company subject to the entering into of separate loan agreements, which will set out the Cap, terms and conditions of the loans, upon application by the Company during the term of the financial agreement. The maximum limit for amount of money deposit under the financial agreement is RMB1 billion. The Company will comply with the Hong Kong Listing Rules when entering into such separate written agreements. SA Finance shall not charge interest rates higher than those set by the People’s Bank of China for similar loans. The total amount of outstanding loans extended by SA Finance to the Company must not exceed the sum of SA Finance’s shareholders’ equity, capital reserves and money deposit received from other parties (except the Company); and provide credit facilities, financial guarantees, credit references, and other financial services subject to the entering into of separate agreements, which will set out the cap, terms and conditions of such services, upon request by the Company during the term of the financial agreement. The Company will comply with the Hong Kong Listing Rules when entering into such separate written agreements.

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     As of December 31, 2005, the Group’s deposits placed with SA Finance amounted to RMB543,825,000, which bore interest at the rate of 0.72% per annum; the balance of the loans extended to the Group by SA Finance amounted to RMB300,000,000.
Shenzhen Air Catering Company Limited, which is 33% owned by CSAHC, and 67% owned by two independent third parties
     The Company and Shenzhen Air Catering Company Limited entered into an agreement dated May 23, 1997 for the sale and purchase of in-flight meals for flights originating or stopping at the airport in Shenzhen. Pursuant to such agreement, Shenzhen Air Catering Company Limited will supply in-flight meals to the Group from time to time during the term from May 23, 1997 to May 23, 1998. The parties have mutually agreed that the agreement can be renewed automatically.
     For the year ended December 31, 2005, the amount incurred by the Group to Shenzhen Air Catering Company Limited for the provision of in-flight meals was approximately RMB60,542,000.
China Southern West Australian Flying College Pty Ltd (the “Australian Pilot College”), which is 65% owned by the Company and 35% owned by CSAHC
     CSAHC and the Australian Pilot College entered into an agreement dated October 7, 1993 for the provision of pilot training in Australia to the cadet pilots of CSAHC (the “Training Agreement”). The Training Agreement will remain in force unless terminated by either party upon 90 days’ prior written notice to the other party. Pursuant to the De-merger Agreement, the Company has assumed all the interests, rights and obligations of CSAHC under the Training Agreement.
     For the year ended December 31, 2005, the amount paid by the Group to the Australian Pilot College for training services was RMB81,471,000.
Southern Airlines (Group) Economic Development Company, which is 61% owned by CSAHC and 39% owned by an independent third party
     The Company and Southern Airlines (Group) Economic Development Company entered into an agreement dated May 22, 1997 for the provision of drinks, snacks, liquor, souvenirs and other products for a term extending from May 22, 1997 to May 22, 2007.
     For the year ended December 31, 2005, the amount paid by the Group to Southern Airlines (Group) Economic Development Company for the provision of drinks, snacks, liquor, souvenirs and other products was RMB87,521,000.
Ticket sales arrangements
     The Group has entered into ticket agency agreements for the sale of the Group’s air tickets with several subsidiaries of CSAHC (the “Agents”). The Agents charge commission on the basis of the rates stipulated by the CAAC and International Air Transport Association (“IATA”). The Agents charge a commission in the amount of 3% of the ticket price for domestic tickets and 5% to 12% of the ticket price for Hong Kong and Macau regional/international tickets. The Group has other air ticket sales agents in China who also charge commission at the same rates. The Agents also act as air ticket sales agents for other Chinese airlines and charge the same rates of commission to such other airlines as those charged to the Group. The rates of commission are not higher than market rates for similar services.
     For the year ended December 31, 2005, the aggregate amount of ticket sales of the Group conducted through the Agents was RMB451,121,000.
China Southern Airlines Group Air Catering Company Limited (the “Catering Company”), a wholly owned subsidiary of CSAHC

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     The Company and the Catering Company entered into a catering agreement dated November 12, 2004 under which the Catering Company would supply (1) in-flight meals in accordance with the menus of in-flight meals to be agreed with the Company from time to time, and in such quantity as the Company shall advise the Catering Company in advance; and (2) catering services for different flights of the Company (including normal, additional, chartered and temporary flights) originating or stopping at the domestic airports, mainly in northern China and the Xinjiang regions where the Catering Company provides catering services.
     The catering agreement is for a fixed term of three years, commencing from the date of the agreement. The parties have agreed, after arm’s length negotiation, on the price of each type of in-flight meals and the service charges for each type of aircraft. The prices of in-flight meals and the service charges are not higher than the market rate of comparable in-flight meals and service charges. The Catering Company will issue an invoice listing out the quantity of in-flight meals supplied, the agreed unit price and the total price payable for each of the Company flight it provides service. The Cap for the Catering Agreement is set at RMB220,000,000 per year.
     For the year ended December 31, 2005, the Company paid the in-flight meals charge of RMB112,136,000 pursuant to the catering agreement.
China Southern Airlines Group Passenger and Cargo Agent Company Limited (“PCACL”), a wholly owned subsidiary of CSAHC
     In order to comply with the requirements under Rule 14A.35 of the Hong Kong Listing Rules so that PCACL can continue to provide ticket agency services, the Company and PCACL, a whollyowned subsidiary of CSAHC whose principal business activity is that of acting as an air ticket agent and airfreight forwarding agent, entered into a new ticket agency framework agreement (the “New Ticket Agreement”) and a new airfreight forwarding agency framework agreement (the “New Airfreight Agreement”, together with New Ticket Agreement, the “Two Sales Agency Framework Agreements”) on January 1, 2006, which became effective on April 25, 2006, having been approved by the Board of Directors of the Company.
     The Two Sales Agency Framework Agreements are valid for a term of three years commencing from January 1, 2006, subject to the compliance of relevant requirements of the Hong Kong Listing Rules by the Company. The parties agreed that the agency fee shall be determined after arm’s length negotiation and shall not be higher than the market rate.
China Southern Airlines Group Travel Development Company Limited (“CSA Travel”), a wholly owned subsidiary of CSAHC
     The Company and CSA Travel, whose principal business activity is that of operating tourism related business, entered into a framework agreement on Lease, Operation and Management (“Framework Agreement on Lease and Operation”) on January 1, 2006 in order to allow Company to lease certain hotels belonging to it to CSA Travel for it to operate, and to provide certain relevant services in compliance with the requirements under Rule 14A.35 of the Hong Kong Listing Rules for a term of three years, commencing from the date of the agreement. The Framework Agreement on Lease and Operation became effective on April 25, 2006, having been approved by the Board of Directors of the Company. Pursuant to the agreement, the Company shall lease Guangzhou Airlines Hotel, Zhuhai Pilot Mansion and certain portions of CSA Guangzhou Hotel and Beijing CSA Hotel to the CSA Travel for operation and management of such hotels. With regard to the amount of rent payable under the agreement, the annual cap for the Framework Agreement on Lease and Operation is set at RMB6,000,000 per annum for the entire term of the agreement.
Guangzhou China Southern Airlines Property Management Company Limited (the “GCSAPMC”), which is 90% owned by CSAHC and 10% owned by the Company’s Union
     The Company and GCSAPMC, whose principal business activity is that of management of real property, entered into a framework agreement for the Engagement of Property Management (“Property Management Framework Agreement”) on January 1, 2006 in respect of engaging GCSAPMC to provide property management and improvement services in compliance with the requirements under Rule 14A.35 of the Hong Kong Listing Rules for a term of three years, commencing from the date of the agreement. The Property Management Framework Agreement became effective on April 25, 2006, having been approved by the Board of Directors of the Company. The Property Management Framework Agreement would become effective upon approval by the Board of Directors of the Company. Pursuant to the agreement, the Company has appointed GCSAPMC to provide management and maintenance services for the Company’s headquarters in Guangzhou and to provide maintenance and management services for the 110KV transformer substation at the new Baiyun International Airport to ensure the ideal working conditions of the Company’s production and office facilities and physical environment, and the normal operation of equipment. The fee charging schedule shall be determined at an arm’s length between both parties. The agency fee is payable within the time period set out in the invoice to be delivered to the Company. The Company will fund the agency fee wholly by its internal resources.
     With regard to the approximate amount of agency fee payable for property management and improvement services under the agreement likely to be incurred each year during the term of the agreement, the annual cap for the Property Management Framework Agreement is set at RMB47,010,000 per annum for the entire term of the agreement.
CSAHC Hainan Co., Ltd., (“Hainan Co., Ltd.”), a subsidiary of CSAHC from Hainan Co., Ltd.
     In order to expand the assets size and competitive advantage of the Company’s airline operations and completely remove competition with CSAHC in the airline industry, the Board of Directors reviewed and approved the acquisition (the “Acquisition”) by the Company of the assets (“Core Assets”) and liabilities (“Core Liabilities”) in relation to the airline operations of CSAHC Hainan Co., Ltd. (“Hainan Co., Ltd.”), a subsidiary of CSAHC from Hainan Co., Ltd., whose main business is that of civil aviation, on April 18, 2006.
     As agreed by the parties, the value of the Core Assets to be acquired and the Core Liabilities to be assumed by the Company is determined in accordance with the valuation reports (Zhongqihuapingbaozi (2006) Report No. 024) on the transfer of business and assets of Hainan Co., Ltd. dated June 30, 2005 which was issued by China Enterprise Appraisal Co., Ltd., which sets out the estimated value of the Core Assets as RMB355,150,000, consisting mainly of RMB103,020,000 in cash, RMB55,110,000 for bill and trade receivables, RMB160,970,000 for airplanes, aviation equipment and productionrelated buildings and equipment, as well as RMB35,480,000 of land; and the Core Liabilities, which include airplane repair expenses, jet fuel and takeoff and landing fees, amount to RMB350,000,000. The Core Liabilities will be paid directly by the Company to the creditors in accordance with the terms and period as agreed by relevant parties. After deducting the above-mentioned liabilities, the Company shall pay RMB5,150,000 in cash, being the difference in the estimated values of the Core Assets and Core Liabilities, into the bank account designated by Hainan Co., Ltd. The Company will fund the consideration for the Acquisition wholly by its internal resources.
Nan Lung Travel & Express (Hong Kong) Ltd. (the “Nanlung”), a subsidiary wholly owned by CSAHC
     As China Airlines (Hong Kong) Co., Ltd. has ceased to act as agent of the Company in respect of its ticket sales, account settlement and the ground operations of its flights in Hong Kong region, for the purpose of maintaining the sales and operations of the Company in Hong Kong region, the Company entered into a new General Agency Agreement for Sale of Freight and Passenger Services (the “Agency Agreement”) with Nanlung on May 16, 2006, having been approved by the Board of Directors of the Company.
     The Agency Agreement is valid for a term of one year, commencing from January 1, 2006, subject to compliance with the relevant provisions of the Hong Kong Listing Rules by the Company. Both parties agreed that prior to the establishment of any relevant entity in Hong Kong region by the Company, the Company authorizes Nanlung to act as agent in its sales and account settlement and the ground operations of its flights in Hong Kong region, and that the rates of the various agency fees shall be determined after arm’s length negotiation and shall not exceed those of the same category that prevail in the market, with a ceiling set at 6% of the revenue of the Company that is derived from freight and passenger services sold through the agency of Nanlung (the total amount shall not exceed HK$60 million). The agency fee is payable within the time period set out in the invoice to be delivered to the Company. The Company will fund the agency fee wholly by its internal resources.
Interests of Experts and Counsel
     Not applicable.
ITEM 8. FINANCIAL INFORMATION.
Consolidated Statements and Other Financial Information
     See “Item 18. Financial Statements” for financial statements filed as part of this Annual Report.
Significant Changes
     No significant changes have occurred since the date of the financial statements provided in Item 18 below.
Dividend Information
     No interim dividend was paid during the year ended December 31, 2005. The Board of Directors does not recommend the payment of a final dividend in respect of the year ended December 31, 2005.

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ITEM 9. THE OFFER AND LISTING.
Offer and Listing Details
     The principal trading market for the Company’s H Shares is the Hong Kong Stock Exchange, and the Company’s trading code is “1055”. The ADSs, each representing 50 H Shares, are evidenced by ADRs issued by The Bank of New York as the Depositary for the ADRs, and are listed on the New York Stock Exchange under the symbol “ZNH”.
     In July 2003, the Company issued and listed 1,000,000,000 A shares on the Shanghai Stock Exchange with trading code of “600029”. The 2,200,000,000 Domestic Shares held by CSAHC are not listed on any stock exchange and are essentially not transferrable by CSAHC.
     Set forth below for the periods indicated are the high and low sales prices of H Shares on the Hong Kong Stock Exchange, ADSs on the New York Stock Exchange and A Shares on the Shanghai Stock Exchange.
                         
  The Stock Exchange The New York The Shanghai
  of Hong Kong Stock Exchange Stock Exchange
  Price per H Share Price per ADS Price per A Share
  (HK$) (US$) (RMB)
  High Low High Low High Low
Annual Market Prices
                        
Fiscal Year ended December 31, 2000
  2.93   1.02   18.38   6.06   N/A   N/A 
Fiscal Year ended December 31, 2001
  2.95   1.35   18.10   8.00   N/A   N/A 
Fiscal Year ended December 31, 2002
  3.60   1.50   22.25   10.35   N/A   N/A 
Fiscal Year ended December 31, 2003
  3.50   1.46   22.78   9.53   5.34   3.75 
Fiscal Year ended December 31, 2004
  4.68   2.47   29.73   15.95   6.87   3.96 
Fiscal Year ended December 31, 2005
  2.22   2.17   14.25   14.20   2.68   2.62 
                         
Quarterly Market Prices
                        
                         
Fiscal Year ended December 31, 2002
                        
First Quarter
  2.83   2.22   17.63   14.80   N/A   N/A 
Second Quarter
  3.42   2.33   21.74   14.95   N/A   N/A 
Third Quarter
  3.60   1.89   22.25   12.00   N/A   N/A 
Fourth Quarter
  2.42   1.50   15.00   10.35   N/A   N/A 
Fiscal Year ended December 31, 2003
                        
First Quarter
  2.62   1.71   16.50   11.75   N/A   N/A 
Second Quarter
  2.40   1.46   14.85   9.53   N/A   N/A 
Third Quarter
  2.88   2.03   18.59   13.25   4.15   3.75 
Fourth Quarter
  3.50   2.50   22.78   16.76   5.34   3.86 
Fiscal Year ended December 31, 2004
                        
First Quarter
  4.68   3.20   29.73   20.91   6.87   4.95 
Second Quarter  3.90   2.47   24.89   15.95   6.24   4.14 
Third Quarter  3.17   2.47   20.17   16.00   5.19   4.16 
Fourth Quarter  3.53   2.55   22.74   16.71   5.40   3.96 
Fiscal Year ended December 31, 2005
                        
First Quarter
  3.10   2.47   19.93   16.10   5.30   3.56 
Second Quarter  2.72   2.20   17.33   14.72   4.02   2.95 
Third Quarter  2.20   2.03   16.86   13.50   3.00   2.35 
Fourth Quarter  2.40   1.83   15.45   11.68   2.77   2.23 
Monthly Market Prices                        
December 2005  2.40   2.10   15.45   13.68   2.74   2.52 
January 2006  2.40   2.12   15.50   13.91   3.03   2.53 
February 2006  2.53   2.17   15.88   14.05   2.85   2.55 
March 2006  2.47   2.20   15.78   14.16   2.84   2.45 
April 2006  2.30   1.96   15.03   13.06   2.59   2.19 
May 2006  2.08   1.86   13.59   12.01   2.75   2.25 
June 19, 2006  1.94   1.68   12.65   10.76   2.97   2.53 
Plan of Distribution
     Not applicable.

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Markets
     See “Offer and Listing Details” above.
Selling Shareholders
     Not applicable.
Dilution
     Not applicable.
Expenses of the Issue
     Not applicable.
ITEM 10. ADDITIONAL INFORMATION.
Share Capital
     Not applicable.
Memorandum and Articles of Association
     The following is a summary of certain provisions of our articles of association. As this is a summary, it does not contain all the information that may be important to you. You and your advisors should read the text of our articles of association for further information.
     The Company is registered with and has obtained a business license from the State Administration Bureau of Industry and Commerce of the People’s Republic of China on March 25, 1995. The Company’s business license number is 1000001001760.
     On March 13, 2003, the Company obtained an approval certificate from the Ministry of Commerce to change to a permanent limited company with foreign investments and obtained the business license (Qi Gu Guo Zi Di No. 000995) on October 17, 2003 issued by the State Administration of Industry and Commerce of the People’s Republic of China.
     Objects and Purpose
     Pursuant to Article 13 of the Articles of Association, the business purposes of the Company are: (i) to absorb domestic and foreign capital; (ii) to assist in developing the aviation industry of China; (iii) to promote the development of the national economy of China; (iv) to utilize corporate incentive mechanisms of privatization; (v) to draw on the advanced management expertise of other domestic and foreign companies; (vi) to continuously improve the management of the Company; (vii) to enhance the market competitiveness of the Company; (viii) to generate economic and social benefits for the Company; and (ix) to generate steady income for the Company’s shareholders. Pursuant to Article 14 of the Articles of Association, the scope of business of the Company shall be consistent with and subject to the scope of business approved by the relevant supervisory department of the State. The scope of business of the Company includes: (i) provision of scheduled and non-scheduled domestic, regional and international air transportation services for passengers, cargo, mail and luggage; (ii) undertaking general aviation services; (iii) provision of aircraft repair and maintenance services; (iv) acting as agent for other domestic and international airlines; (v) provision of air catering services and (vi) engaging in other airline or airline-related business, including advertising for such services.
     Directors
     Pursuant to Article 179 of the Articles of Association, where a Director of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company, (other than his contract of service with the Company), he shall declare the nature and extent of his interests to the Board of Directors at the earliest opportunity, whether or not the contract, transaction or arrangement or proposal therefor is otherwise subject to the approval of the Board of Directors.
     Pursuant to Article 130 of the Articles of Association, where a Director is interested in any resolution proposed at a board meeting, such Director shall not be present and shall not have a right to vote. Such Director shall not be counted in the quorum of the relevant meeting.

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     Pursuant to Article 187 of the Articles of Association, the Company shall, with the prior approval of shareholders in general meeting, enter into a contract in writing with a Director wherein his emoluments are stipulated. The aforesaid emoluments include, emoluments in respect of his service as Director, Supervisor or senior administrative officer of the Company or any subsidiary of the Company; emoluments in respect of the provision of other services in connection with the management of the affairs of the Company and any of its subsidiaries; and payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office.
     Pursuant to Article 124(6) of the Articles of Association, the Board of Directors has the power to formulate proposals for increases or reductions in the Company’s registered capital and the issue of debentures of the Company; such resolutions must be passed by more than two-thirds of all the Directors.
     There is no mandatory retirement age for the Directors of the Company. The Directors of the Company are not required to hold shares of the Company.
     Ordinary Shares
     Pursuant to Article 19 of the Articles of Association,subject to the approval of the securities authority of the State Council, the Company may issue and offer shares to domestic investors or foreign investors for subscription. Foreign investors are those investors of foreign countries and regions of Hong Kong, Macau and Taiwan who subscribe for shares issued by the Company. Domestic investors are those investors within the territory of the PRC (excluding investors of the regions referred to in the preceding sentence) who subscribe for shares issued by the Company.
     Pursuant to Article 20 of the Articles of Association,Shares issued by the Company to domestic investors for subscription in Renminbi shall be referred to as “Domestic-Invested Shares”. Shares issued by the Company to foreign investors for subscription in foreign currencies shall be referred to as “Foreign-Invested Shares”. Foreign-Invested Shares which are listed overseas are called “Overseas-Listed Foreign-Invested Shares”. The foreign currencies mean the legal currencies (apart from Renminbi) of other countries or districts which are recognized by the foreign exchange control authority of the state and can be used to pay the Company for the share price.
     Pursuant to Article 21 of the Articles of Association,Domestic-Invested Shares issued by the Company shall be called “A Shares”. Overseas-Listed Foreign-Invested Shares issued by the Company and listed in Hong Kong shall be called “H Shares”. H Shares are shares which have been admitted for listing on The Stock Exchange of Hong Kong Limited, the par value of which is denominated in Renminbi and which are subscribed for and traded in Hong Kong dollars. H Shares can also be listed on a stock exchange in the United States of America in the form of American depositary receipts.
     The Company has issued a total of 4,374,178,000 ordinary shares, of which (a) 2,200,000,000 are Domestic Shares held by CSAHC, (b) 1,174,178,000 are H Shares held by Hong Kong and overseas shareholders and (c) 1,000,000,000 are A Shares held by PRC shareholders.
     Pursuant to Article 54 of the Articles of Association, the ordinary shareholders of the Company shall enjoy the following rights:
(1)the right to attend or appoint a proxy to attend shareholders’ general meetings and to vote thereat;
(2) the right to dividends and other distributions in proportion to the number of shares held;
(3)the right of supervisory management over the Company’s business operations, and the right to present proposals or enquiries;
(4)the right to transfer, donate or pledge his shares in accordance with laws, administrative regulations and provisions of these articles of association;
(5)the right of knowledge and decision making power with respect to important matters of the Company in accordance with laws, administrative regulations and these articles of association;
(6)the right to obtain relevant information in accordance with the provisions of these articles of association, including:
     (i) the right to obtain a copy of these articles of association, subject to payment of the cost of such copy;

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     (ii) the right to inspect and copy, subject to payment of a reasonable charge:
     (a) all parts of the register of shareholders;
     (b) personal particulars of each of the Company’s directors, supervisors, president and other senior administrative officers, including:
     (aa) present name and alias and any former name or alias;
     (bb) principal address (residence);
     (cc) nationality;
     (dd) primary and all other part-time occupations and duties;
     (ee) identification documents and their relevant numbers;
     (c) state of the Company’s share capital;
     (d) reports showing the aggregate par value, quantity, highest and lowest price paid in respect of each class of shares repurchased by the Company since the end of last accounting year and the aggregate amount paid by the Company for this purpose;
     (e) minutes of shareholders’ general meetings;
     (f) interim and annual reports of the Company.
(7)in the event of the termination or liquidation of the Company, to participate in the distribution of surplus assets of the Company in accordance with the number of shares held;
(8)other rights conferred by laws, administrative regulations and these articles of association.
     Pursuant to Article 55 of the Articles of Association, the ordinary shareholders of the Company shall assume the following obligations:
(1)to abide by these articles of association;
(2)to pay subscription monies according to the number of shares subscribed and the method of subscription;
(3)no right to return shares to the Company unless laws and regulations provide otherwise;
(4)other obligations imposed by laws, administrative regulations and these articles of association.
     Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscriber of the relevant shares on subscription.
     Action necessary to change rights of shareholders
     Pursuant to Article 112 of the Articles of Association, shareholders who hold different classes of shares are shareholders of different classes.
     The holders of the Domestic-Invested Shares and holders of Overseas-Listed Foreign-Invested Shares shall be deemed to be shareholders of different classes.

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     Pursuant to Article 113 of the Articles of Association, rights conferred on any class of shareholders in the capacity of shareholders (“class rights”) may not be varied or abrogated unless approved by a special resolution of shareholders in general meeting and by holders of shares of that class at a separate meeting conducted in accordance with Articles 115 to 119.
     Pursuant to Article 115 of the Articles of Association,shareholders of the affected class, whether or not otherwise having the right to vote at shareholders’ general meetings, shall nevertheless have the right to vote at class meetings in respect of matters concerning sub-paragraphs (2) to (8), (11) and (12) of Article 114, but interested shareholder(s) shall not be entitled to vote at class meetings. “Interested shareholder(s)” is:
(1)in the case of a repurchase of shares by offers to all shareholders or public dealing on a stock exchange under Article 31, a “controlling shareholder” within the meaning of Article 57;
(2)in the case of a repurchase of share by an off-market contract under Article 31, a holder of the shares to which the proposed contract relates;
(3)in the case of a restructuring of the Company, a shareholder within a class who bears less than a proportionate obligation imposed on that class under the proposed restructuring or who has an interest in the proposed restructuring different from the interest of shareholders of that class.
     Pursuant to Article 116 of the Articles of Association, resolutions of a class of shareholders shall be passed by votes representing more than two-thirds of the voting rights of shareholders of that class represented at the relevant meeting who, according to Article 115, are entitled to vote at class meetings.
     Pursuant to Article 117 of the Articles of Association, written notice of a class meeting shall be given forty-five (45) days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting. A shareholder who intends to attend the class meeting shall deliver his written reply concerning attendance at the class meeting to the Company twenty (20) days before the date of the class meeting.
     If the number of shares carrying voting rights at the meeting represented by the shareholders who intend to attend the class meeting reaches more than one half of the voting shares at the class meeting, the Company may hold the class meeting; if not, the Company shall within five (5) days notify the shareholders again by public notice of the matters to be considered, the date and the place for the class meeting. The Company may then hold the class meeting after such publication of notice.
     Pursuant to Article 118 of the Articles of Association, notice of class meetings need only be served on shareholders entitled to vote thereat.
     Meeting of any class of shareholders shall be conducted in a manner as similar as possible to that of general meetings of shareholders. The provisions of these articles of association relating to the manner to conduct any shareholders’ general meeting shall apply to any meeting of a class of shareholders.
     Pursuant to Article 119 of the Articles of Association, the special procedures for voting at any meeting of a class of shareholders shall not apply to the following circumstances:
(1)where the Company issues, upon the approval by special resolution of its shareholders in general meeting, either separately or concurrently once every twelve months, not more than 20 per cent of each of its existing issued Domestic-Invested Shares and Overseas-Listed Foreign-Invested Shares;
(2)where the Company’s plan to issue Domestic-Invested Shares and Overseas-Listed Foreign-Invested Shares at the time of its establishment is carried out within fifteen (15) months from the date of approval of the Securities Committee of the State Council.
     Meetings of shareholders
     Shareholders’ general meetings is the organ of authority of the Company and shall exercise its functions and powers, among other things, to decide on the Company’s operational policies and investment plans, to elect and replace directors and decide on matters relating to the remuneration of directors, to examine and approve reports of the board of directors, etc.

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     There are two types of shareholders’ general meetings: annual general meetings and extraordinary general meetings. Shareholders’ general meetings shall be convened by the board of directors. Annual general meetings are held once every year and within six (6) months from the end of the preceding financial year.
     Under any of the following circumstances, the Board of Directors shall convene an extraordinary general meeting within two (2) months:
(1)when the number of Directors is less than the number of Directors required by the Company Law or two thirds of the number of Directors specified in the Articles of Association;
(2)when the unrecovered losses of the Company amount to one third of the total amount of its share capital;
(3)when shareholder(s) holding 10 per cent or more of the Company’s issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting;
(4)when deemed necessary by the Board of Directors or as requested by the supervisory committee.
     When the Company convenes a shareholders’ general meeting, written notice of the meeting shall be given forty five (45) days before the date of the meeting to notify all of the shareholders in the share register of the matters to be considered and the date and the place of the meeting. A shareholder who intends to attend the meeting shall deliver his written reply concerning the attendance of the meeting to the Company twenty (20) days before the date of the meeting.
     The Company shall, based on the written replies received twenty (20) days before the date of the shareholders’ general meeting from the shareholders, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half or more of the Company’s total voting shares, the Company may hold the meeting; if not, then the Company shall within five (5) days notify the shareholders again by public notice of the matters to be considered, the place and date for, the meeting. The Company may then hold the meeting after such publication of notice.
     Limitation on right to own securities
     The PRC Special Regulations on Overseas Offering and the Listing of Shares by Companies Limited by Share (the “Special Regulations”) and the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (the “Mandatory Provisions”) provide for different classes of shares to be subscribed for and traded by local and overseas investors respectively. Shares which can be traded by overseas investors must be in registered form and while denominated in Renminbi, they are traded in foreign currency with dividends payable in foreign currency. Local investors are prohibited from dealing in such shares.
     Merger, acquisition or corporate restructuring
     Pursuant to Article 221 of the Articles of Association, in the event of the merger or division of the Company, a plan shall be presented by the Company’s board of directors and shall be approved in shareholders’ general meeting and the relevant examining and approving formalities shall be processed as required by law. A shareholder who objects to the plan of merger or division shall have the right to demand the Company or the shareholders who consent to the plan of merger or division to acquire that dissenting shareholder’s shareholding at a fair price. The contents of the resolution of merger or division of the Company shall be made into special documents for shareholders’ inspection. Such special documents shall be sent by mail to holders of Overseas-Listed Foreign-Invested Shares.
     The Articles of Association do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed.
Material Contracts
The Company has not entered into any material contracts other than in the ordinary course of business and other than those described in this Item 10, Item 4, “Information on the Company” or elsewhere in this annual report on Form 20-F.
(a)A sale and purchase agreement (the “Sale and Purchase Agreement”) dated November 12, 2004 between the Company, CSAHC, CNA, a wholly owned subsidiary of CSAHC, and XJA, a wholly owned subsidiary of CSAHC, pursuant to which the Company agreed to acquire, and CSAHC, CNA and XJA agreed to sell certain airlines and airlines-related operations, assets and properties of CNA, XJA and their respective subsidiaries, which included aircraft, engines, spare parts, aviation equipment and facilities, properties, office facilities, and other fixed, current and intangible assets. In addition, the Company will also assume all indebtedness in the aggregate sum of RMB13,438,191,000 owed by XJA, CNA and their respective subsidiaries in connection with their civil aviation business. The total consideration, including the assumption of the debts under the Sale and Purchase Agreement was RMB15,397,524,000. It became effective upon approval by the shareholders of the Company on December 31, 2004.
(b)A lease agreement (the “Lease Agreement 1”) dated November 12, 2004 between the Company, CSAHC and CNA, pursuant to which CSAHC and CNA lease to the Company certain buildings, facilities and other infrastructure related to the civil aviation business of CNA situated at various locations in Shenyang, Dalian, Jilin, Harbin, Chaoyang and Russia for a period of three years. The consideration for Lease Agreement 1 is RMB41,993,318.44 per year. It became effective upon approval by the shareholders of the Company on December 31, 2004.
(c)A lease agreement (the “Lease Agreement 2”) dated November 12, 2004 between the Company, CSAHC and XJA, pursuant to which CSAHC and XJA lease to the Company certain buildings, facilities and other infrastructure related to the civil aviation business of XJA situated at Xinjiang and Russia for a period of three years. The consideration for Lease Agreement 2 is RMB5,797,908.61 per year. It became effective upon approval by the shareholders of the Company on December 31, 2004.
(d)A lease agreement (the “Lease Agreement 3”) dated November 12, 2004 between the Company and CSAHC, pursuant to which CSAHC leases to the Company certain lands situated in Urumqi, Shenyang, Dalian and Harbin, by leasing the land use rights of such lands to the Company for a period of three years. The consideration for Lease Agreement 3 is RMB22,298,033 per year. It became effective upon approval by the shareholders of the Company on December 31, 2004.
(e)A catering agreement (the “Catering Agreement”) dated November 12, 2004 between the Company and China Southern Airlines Group Air Catering Company Limited (the “Catering Company”), a wholly owned subsidiary of CSAHC, pursuant to which the Catering Company supplies in-flight meal and catering services to the flights of the Company originating or stopping at the domestic airports, mainly in Northern China and Xinjiang regions where the Catering Company provides catering services for a period of three years. The consideration for the catering agreement is based on the price of each type of in-flight meals and the service price for each type of aircraft, and is capped at RMB220 million per year. It became effective upon approval by the shareholders of the Company on December 31, 2004.
(f)A financial agreement (the “Financial Agreement”) dated November 12, 2004, between the Company and Southern Airlines Group Finance Company Limited (“SA Finance”), a connected person of the Company which is 42% owned by CSAHC, 32% owned by the Company and 26% owned in aggregate by five subsidiaries of the Company. The Financial Agreement commenced from November 12, 2004 for a period of three years, and is renewable, subject to compliance with the requirements of the relevant Hong Kong Listing Rules by the Company, by an application in writing by the Company not less than 30 days before the end of the fixed term. Under the Financial Agreement, SA Finance provides deposit of money service and, subject to the execution of further agreements with the Company, other financial services like loan facilities, credit facilities, financial guarantees and credit references to the Company. The Company is not subject to any extra charges for depositing money with SA Finance. For the other financial services provided by SA Finance under the financial agreement, the Company is liable to pay SA Finance the standard charging rates set by the People’s Bank of China. The PRC commercial banks also charge similar charging rates set by the People’s Bank of China. The Company will make payment for such interest, fees and commissions in accordance with the payment terms of the separate agreements for the provision of loans or other financial services as might be entered into between the Company and SA Finance. It became effective upon approval by the shareholders of the Company on December 31, 2004.
(g)A framework agreement on lease and operation dated January 1, 2006 between the Company and China Southern Airlines Group Travel Development Company Limited (the “CSA Travel”), a wholly owned subsidiary of CSAHC, pursuant to which the Company leases certain hotels belonging to it to CSA Travel for operation and management for a period of three years. The consideration for the framework agreement on lease and operation is based on the rent payable and fees for operation and management of the hotels, and is capped at RMB6 million per year. It became effective on April 25, 2006 has been approved by the directors of the Company.
(h)An advertising agency agreement dated January 1, 2006 between the Company and Southern Airlines Advertising Company (the “SAAC”), a related party that is 45% owned by the Company and 55% owned by CSAHC, pursuant to which the SAAC produces advertisement script, graphic and music for the Company with the copyright of such products belonging to the Company for a period of three years. The consideration for the advertising agency agreement is based on the fees payable for advertising services to be provided, and is capped at RMB30 million per year. It became effective on April 25, 2006 has been approved by the directors of the Company.
(i)A property management framework agreement dated January 1, 2006 between the Company and Guangzhou China Southern Airlines Property Management Company Limited (the “GCSAPMC”), a related party that is 90% owned by CSAHC and 10% owned by the Company’s union, pursuant to which the GCSAPMC provides property management and improvement services for certain properties of the Company for a period of three years. The consideration for the property management framework agreement is based on the fees payable for management and maintenance services to be provided, and is capped at RMB47,010,000 per year. It became effective on April 25, 2006 has been approved by the directors of the Company.
(j)An acquisition agreement dated April 1, 2006 between the Company and CSAHC Hainan Co., Ltd. (the “Hainan Co., Ltd.”), a subsidiary of CSAHC, pursuant to which the Company has agreed to acquire and Hainan Co., Ltd. has agreed to sell the assets and liabilities in relation to the airline operations of Hainan Co., Ltd. The total consideration payable by the Company, including the assets to be acquired and the liabilities to be assumed by the Company, was RMB5,150,000. It became effective upon approval by the directors of the Company on April 18, 2006.
(k)An agency agreement for sale of freight and passenger services dated May 16, 2006 between the Company and Nan Lung Travel & Express (Hong Kong) Ltd. (the “Nanlung”), a wholly owned subsidiary of CSAHC, pursuant to which the Nanlung acts as agent in the Company’s sales and account settlement and the ground operations of the Company’s flights in Hong Kong region for a period of one year. The consideration for the agency agreement is based on the fees payable for ticket sale and other services to be provided, and is capped at RMB60 million for the entire term of the agency agreement. It became effective on May 16, 2006 and was approved by the directors of the Company on December 24, 2005.

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Exchange Controls
     Under current Chinese foreign exchange regulations, Renminbi is fully convertible for current account transactions, but is not freely convertible for capital account transactions. Current account foreign exchange transactions can be undertaken without prior approval from the relevant Chinese Government agencies by producing commercial documents evidencing such transactions, provided that they are processed through Chinese banks licensed to engage in foreign exchange transactions. Conversion from Renminbi into a foreign currency or vice versa for purposes of capital account transactions requires prior approvals of relevant Chinese Government agencies. This restriction on capital account transactions could affect the ability of the Company to acquire foreign currency for capital expenditures.
     The Company is generally required by law to sell all its foreign exchange revenues to Chinese banks. The Company may purchase foreign exchange directly from Chinese banks for any current account transactions, such as trade transactions in its usual and normal course of business, including acquisition of aircraft, jet fuel and flight equipment (such acquisition requires approvals from the relevant Chinese Government agencies). Payment of dividends by the Company to holders of the Company’s H Shares and ADSs is also considered a current account transaction under Chinese law. Therefore, there is no legal restriction on the conversion of Renminbi into foreign exchange for the purpose of paying dividends to such holders of H Shares and ADSs. In addition, the Company’s Articles of Association require the Company to pay dividends to holders of the Company’s H Shares and ADSs in foreign currency.
     On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar so that the Renminbi is now permitted to fluctuate within a band against a basket of certain foreign currencies. As a result, the value of the Renminbi against the U.S. dollar has appreciated by approximately 2%. Under the new policy, the value of Renminbi against the U.S. dollar has fluctuated on a daily basis within narrow ranges, but overall has further strengthened against the U.S. dollar. The PRC government has stated publicly that it intends to further liberalize its currency policy, which could result in a further and more significant change in the value of the Renminbi against the U.S. dollar. Any significant revaluation of the Renminbi may have a material adverse effect on the Company’s financial performance, and the value of, and any dividends payable on, the Company’s H Shares and ADSs in foreign currency terms.
     Other Limitations
     There are no limitations on the right of non-resident or foreign owners to hold or vote H Shares or ADSs imposed by Chinese law or by the Articles of Association or other constituent documents of the Company. However, under current Chinese law, foreign ownership of the Company may not exceed 49%.
Taxation
Chinese Taxation
     The following is a general summary of certain Chinese tax consequences of the acquisition, ownership and disposition of H Shares and ADSs. This summary is based upon tax laws of China as in effect on the date of this Annual Report, including the income tax treaty between the United States and China (the “U.S.-PRC Tax Treaty”), all of which are subject to change or different interpretation.
     In general, for Chinese tax purposes, holders of ADSs will be treated as the owners of the H Shares represented by those ADSs, and exchanges of H Shares for ADSs, and ADSs for H Shares, will not be subject to taxation under the laws of China.
     This summary does not purport to address all material tax consequences for holders or prospective purchasers of H Shares or ADSs, and does not take into account the specific circumstances of such investors. Investors should consult their own tax advisors as to Chinese or other tax consequences of the acquisition, ownership and disposition of H Shares or ADSs.
     Dividends
     Chinese tax law generally provides for the imposition of a withholding tax on dividends paid by a Chinese company to a non-Chinese shareholder at a rate of 20%. However, the Chinese tax authorities have temporarily suspended imposition of this withholding tax. Accordingly, dividends paid by the Company to holders of H Shares or ADSs who are foreign individuals not resident in China or which are foreign enterprises with no permanent establishment in China will currently not be subject to Chinese withholding tax. In the event that the suspension of the withholding tax is lifted, such payments will be subject to withholding tax at the 20% rate unless the holder is entitled to a tax waiver or a lower tax rate under an applicable double-taxation treaty.
     China currently has double-taxation treaties with a number of countries, including Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States. Under the U.S.-PRC Tax Treaty, China may tax a dividend paid by the Company to a U.S. holder up to a maximum of 10% of the gross amount of such dividend.
     Capital Gains from Transfer or Disposition of Shares
     Chinese tax law generally provides that an individual who transfers or otherwise disposes of a company’s shares of capital stock is subject to a 20% capital gains tax. Currently, foreign enterprises and all individuals are temporarily exempt from capital gains tax on transfers of shares of capital stock of joint stock companies, such as the Company. Should such temporary exemption be discontinued, such holders may be

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subject to a 20% capital gains tax unless reduced by an applicable double-taxation treaty. Under the U.S.-PRC Tax Treaty, for example, China may only impose a 20% capital gains tax from the sale or other disposition by a U.S. holder of H Shares or ADSs representing an interest in the Company of 25% or more.
     Stamp Duty
     Transfers of shares of capital stock of a company are not subject to Chinese stamp duty if the transfer does not take place within China (excluding Hong Kong, Macau and Taiwan).
United States Federal Income Taxation
     This discussion describes the material U.S. federal income tax consequences of the purchase, ownership and disposition of the Company’s ADSs. This discussion does not address any aspect of U.S. federal gift or estate tax, or the state, local or foreign tax consequences of an investment in the Company’s ADSs. This discussion applies to you only if you hold and beneficially own the Company’s ADSs as capital assets for tax purposes. This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as:
dealers in securities or currencies;
traders in securities that elect to use a mark-to-market method of accounting for securities holdings;
banks or other financial institutions;
insurance companies;
tax-exempt organizations;
partnerships and other entities treated as partnerships for U.S. federal income tax purposes or persons holding ADSs through any such entities;
persons that hold ADSs as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment;
U.S. Holders (as defined below) whose functional currency for tax purposes is not the U.S. dollar;
persons liable for alternative minimum tax; or
persons who actually or constructively own 10% or more of the total combined voting power of all classes of the Company’s shares (including ADSs) entitled to vote.
     This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, which is referred to in this discussion as the Code, its legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. In addition, this discussion relies on the assumptions regarding the value of the Company’s shares and the nature of its business over time. Finally, this discussion is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. For U.S. federal income tax purposes, as a holder of ADSs, you are treated as the owner of the underlying ordinary shares represented by such ADSs.
     You should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of the Company’s ADSs, as well as the consequences to you arising under the laws of any other taxing jurisdiction.
     For purposes of the U.S. federal income tax discussion below, you are a “U.S. Holder” if you beneficially own ADSs and are:
a citizen or resident of the United States for U.S. federal income tax purposes;
a corporation, or other entity taxable as a corporation, that was created or organized in or under the laws of the United States or any political subdivision thereof;
an estate the income of which is subject to U.S. federal income tax regardless of its source; or
a trust if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect to be treated as a U.S. person.
     If you are not a U.S. person, please refer to the discussion below under “Non-U.S. Holders.”
For U.S. federal income tax purposes, income earned through a foreign or domestic partnership or other flow-through entity is attributed to its owners. Accordingly, if a partnership or other flow-through entity holds ADSs, the tax treatment of the holder will generally depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity.
     U.S. Holders
Dividends on ADSs
     Subject to the “Passive Foreign Investment Company” discussion below, if the Company makes distributions and you are a U.S. Holder, the gross amount of any distributions you receive on your ADSs will generally be treated as dividend income if the distributions are made from the Company’s current or accumulated earnings and profits, calculated according to U.S. federal income tax principles. Dividends will generally be subject to U.S. federal income tax as ordinary income on the day you actually or constructively receive such income. However, if you are an individual and have held your ADSs for a sufficient period of time, dividend distributions on the Company’s ADSs will generally constitute qualified dividend income taxed at a preferential rate (generally 15% for dividend distributions before January 1, 2009) as long as the Company’s ADSs continue to be readily tradable on the New York Stock Exchange and certain other conditions apply. You should consult your own tax adviser as to the rate of tax that will apply to you with respect to dividend distributions, if any, you receive from us.
     Distributions on the Company’s ADSs, if any, will generally be taxed to you as dividend distributions for U.S. tax purposes. Even if you are a corporation, you will not be entitled to claim a dividends-received deduction with respect to distributions you receive from the Company. Dividends generally will constitute foreign source passive income for U.S. foreign tax credit limitation purposes.
Sales and other dispositions of ADSs
     Subject to the “Passive Foreign Investment Company” discussion below, when you sell or otherwise dispose of the Company’s ADSs, you will generally recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and your adjusted tax basis in the ADSs, both as determined in U.S. dollars. Your adjusted tax basis will generally equal the amount you paid for the ADSs. Any gain or loss you recognize will be long-term capital gain or loss if your holding period in the Company’s ADSs is more than one year at the time of disposition. If you are an individual, any such long-term capital gain will be taxed at preferential rates. Your ability to deduct capital losses will be subject to various limitations.
Passive Foreign Investment Company
     If the Company were a Passive Foreign Investment Company or “PFIC” in any taxable year in which you hold the Company’s ADSs, as a U.S. Holder, you would generally be subject to adverse U.S. tax consequences, in the form of increased tax liabilities and special U.S. tax reporting requirements.
     The Company will be classified as a PFIC in any taxable year if either: (1) the average percentage value of its gross assets during the taxable year that produce passive income or are held for the production of passive income is at least 50% of the value of its total gross assets or (2) 75% or more of its gross income for the taxable year is passive income (such as certain dividends, interest or royalties). For purposes of the first test: (1) any cash, cash equivalents, and cash invested in short-term, interest bearing, debt instruments, or bank deposits that is readily convertible into cash, will generally count as producing passive income or held for the production of passive income and (2) the average value of the Company’s gross assets is calculated based on its market capitalization.
     The Company believes that it was not a PFIC for the taxable year 2004. However, there can be no assurance that the Company will not be a PFIC for the taxable year 2005 and/or later taxable years, as PFIC status is re-tested each year and depends on the facts in such year. For example, the Company would be a PFIC for the taxable year 2005 if the sum of its average market capitalization, which is its share price multiplied by the total amount of its outstanding shares, and its liabilities over that taxable year is not more than twice the value of its cash, cash equivalents, and other assets that are readily converted into cash.
     If the Company were a PFIC, you would generally be subject to additional taxes and interest charges on certain “excess” distributions the Company makes and on any gain realized on the disposition or deemed disposition of your ADSs, regardless of whether the Company continues to be a PFIC in the year in which you receive an “excess” distribution or dispose of or are deemed to dispose of your ADSs. Distributions in respect of your ADSs during a taxable year would generally constitute “excess” distributions if, in the aggregate, they exceed 125% of the average amount of distributions in respect of your ADSs over the three preceding taxable years or, if shorter, the portion of your holding period before such taxable year.
     To compute the tax on “excess” distributions or any gain, (1) the “excess” distribution or the gain would be allocated ratably to each day in your holding period, (2) the amount allocated to the current year and any tax year before the Company became a PFIC would be taxed as ordinary income in the current year, (3) the amount allocated to other taxable years would be taxable at the highest applicable marginal rate in effect for that year, and (4) an interest charge at the rate for underpayment of taxes for any period described under (3) above would be imposed with respect to any portion of the “excess” distribution or gain that is allocated to such period. In addition, if the Company were a PFIC, no distribution that you receive from the Company would qualify for taxation at the preferential rate discussed in the “Dividends on ADSs” section above.
     If the Company were a PFIC in any year, as a U.S. Holder, you would be required to make an annual return on IRS Form 8621 regarding your ADSs. However, the Company does not intend to generate, or share with you, information that you might need to properly complete IRS Form 8621. You should consult with your own tax adviser regarding reporting requirements with regard to your ADSs.
     If the Company were a PFIC in any year, you would generally be able to avoid the “excess” distribution rules described above by making a timely so-called “mark-to-market” election with respect to your ADSs provided the Company’s ADSs are “marketable”. The Company’s ADSs will be “marketable” as long as they remain regularly traded on a national securities exchange, such as the New York Stock Exchange. If you made this election in a timely fashion, you would generally recognize as ordinary income or ordinary loss the difference between the fair market value of your ADSs on the first day of any taxable year and their value on the last day of that taxable year. Any ordinary income resulting from this election would generally be taxed at ordinary income rates and would not be eligible for the reduced rate of tax applicable to qualified dividend income. Any ordinary losses would be limited to the extent of the net amount of previously included income as a result of the mark-to-market election, if any. Your basis in the ADSs would be adjusted to reflect any such income or loss. You should consult with your own tax adviser regarding potential advantages and disadvantages to you of making a “mark-to-market” election with respect to your ADSs. Separately, if the Company were a PFIC in any year, you would be able to avoid the “excess” distribution rules by making a timely election to treat us as a so-called “Qualified Electing Fund” or “QEF.” You would then generally be required to include in gross income for any taxable year (1) as ordinary income, your pro rata share of the Company’s ordinary earnings for the taxable year, and (2) as long-term capital gain, your pro rata share of the Company’s net capital gain for the taxable year. However, the Company does not intend to provide you with the information you would need to make or maintain a “QEF” election and you will, therefore, not be able to make or maintain such an election with respect to your ADSs.
     Non-U.S. Holders
     If you beneficially own ADSs and are not a U.S. Holder for U.S. federal income tax purposes (a “Non-U.S. Holder”), you generally will not be subject to U.S. federal income tax or withholding on dividends received from the Company with respect to ADSs unless that income is considered effectively connected with your conduct of a U.S. trade or business and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax with respect to income from your ADSs, such dividends are attributable to a permanent establishment that you maintain in the United States. You generally will not be subject to U.S. federal income tax, including withholding tax, on any gain realized upon the sale or exchange of ADSs, unless:
that gain is effectively connected with the conduct of a U.S. trade or business and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax with respect to income from your ADSs, such gain is attributable to a permanent establishment that you maintain in the United States; or
you are a nonresident alien individual and are present in the United States for at least 183 days in the taxable year of the sale or other disposition and either (1) your gain is attributable to an office or other fixed place of business that you maintain in the United States or (2) you have a tax home in the United States.
     If you are engaged in a U.S. trade or business, unless an applicable tax treaty provides otherwise, the income from your ADSs, including dividends and the gain from the disposition of the Company’s ADSs, that is effectively connected with the conduct of that trade or business will generally be subject to the rules applicable to U.S. Holders discussed above. In addition, if you are a corporation, you may be subject to an additional branch profits tax at a rate of 30% or any lower rate under an applicable tax treaty.
U.S. information reporting and backup withholding rules
     In general, dividend payments with respect to the ADSs and the proceeds received on the sale or other disposition of those ADSs may be subject to information reporting to the IRS and to backup withholding (currently imposed at a rate of 28%). Backup withholding will not apply, however, if you (1) are a corporation or come within certain other exempt categories and, when required, can demonstrate that fact or (2) provide a taxpayer identification number, certify as to no loss of exemption from backup withholding and otherwise comply with the applicable backup withholding rules. To establish your status as an exempt person, you will generally be required to provide certification on IRS Form W-9, W-8BEN or W-8ECI, as applicable. Any amounts withheld from payments to you under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provide that you furnish the required information to the IRS.
     HOLDERS OF THE COMPANY’S ADSS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF THE ADSS, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION AND INCLUDING ESTATE, GIFT, AND INHERITANCE LAWS.
Dividends and Paying Agents
     Not applicable.
Statement by Experts
     Not applicable.
Documents on Display
     The Company has filed this Annual Report on Form 20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Statements made in this Annual Report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.
     The Company is subject to the informational requirements of the Exchange Act and file reports and other information with the Securities and Exchange Commission. Reports and other information which the Company filed with the Securities and Exchange Commission, including this Annual Report on Form 20-F, may be inspected and copied at the public reference room of the Securities and Exchange Commission at 450 Fifth Street N.W. Washington D.C. 20549.
     You can also obtain copies of this Annual Report on Form 20-F by mail from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. Additionally, copies of this material may be obtained from the Securities and Exchange Commission’s Internet site at http://www.sec.gov. The Commission’s telephone number is 1-800-SEC-0330.
Subsidiary Information
     Not applicable.
Comparison of New York Stock Exchange Corporate Governance Rules and China Corporate Governance Rules for Listed Companies
Under the amended Corporate Governance Rules of New York Stock Exchange (NYSE), foreign issuers (including the Company) listed on the NYSE are required to disclose a summary of the significant differences between their domestic corporate governance rules and NYSE corporate governance rules that would apply to a U.S. domestic issuer. A summary of such differences is listed below:
NYSE corporate governance rules
Corporate governance rules applicable to the domestically listed companies in China and the Company’s governance practices
Director Independence
A listed company must have a majority of independent directors on its board of directors. No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). In addition, a director must meet certain standards to be deemed independent. For example, a director is not independent if the director is, or has been within the last three years, an employee of the listed company, or if the director has received, during any twelve-month period within the last three years, more than US$100,000 in direct compensation from the listed company.
Director Independence
Any listed company must establish an independent director system and set forth specific requirements for the qualification of independent directors. An independent director shall not hold any other position in the listed company other than being a director and shall not be influenced by the main shareholders or the controlling persons of the listed company, or by any other entities or persons with whom the listed company has a significant relationship.

The Company’s governance practices
The Company has complied with the relevant Chinese corporate governance rules and has implemented internal rules governing the independence and responsibilities of independent directors. The Company determines the independence of independent directors every year.
The non-management directors of each listed company must meet at regularly scheduled executive sessions without management.No similar requirements.
Nominating/Corporate Governance Committee
Listed companies must have a nominating/corporate governance committee composed entirely of independent directors.

The nominating/corporate governance committee must have a written charter that addresses the committee’s purposes and responsibilities which, at minimum, must be to: search for eligible people for the board of directors, select and nominate directors for the next session of the shareholders’ annual meeting, study and propose corporate governance guidelines, supervise the evaluation of the board of directors and management, and evaluate the performance of the committee every year.
Nominating/Corporate Governance Committee
The board of directors of a listed company may, through the resolution of the shareholders’ meeting, establish a nominating committee composed entirely of directors, of which the independent directors shall be the majority and the convener.

The Company’s governance practices
The Company has not established a nominating committee. The independent non-executive Directors of the Company are nominated by the Board of Directors, and their appointment must be approved by the shareholders of the Company in a general meeting. The executive Directors of the Company are nominated by CSAHC, the controlling shareholder of the Company, and their appointment must be approved by the shareholders of the Company in a general meeting.
Compensation Committee
Listed companies must have a compensation committee composed entirely of independent directors.
Compensation Committee
The board of directors of a listed company can, through the resolution of shareholders’ meeting, have a compensation and evaluation committee composed entirely of directors, of whom the independent directors are the majority and act as the convener.

The Company’s governance practices
The Company has established a remuneration committee consisting of three members. The remuneration committee is chaired by independent non-executive Director Sui Guang Jun with independent non-executive Director Wei Ming Hai and executive Director Wang Quan Hua as members.
The written charter of the compensation committee must state, at least, the following purposes and responsibilities:
(1) review and approve the corporate goals associated with CEO’s compensation, evaluate the performance of the CEO in fulfilling these goals, and based on such evaluation determine and approve the CEO’s compensation level;
(2) make recommendations to the board with respect to non-CEO executive officer compensation, and incentive-compensation and equity-based plans that are subject to board approval;
(3) produce a committee report on executive compensation as required by the SEC to be included in the annual proxy statement or annual report filed with the SEC.
The charter must also include the requirement for an annual performance evaluation of the compensation committee.
The responsibilities are similar to those stipulated by the NYSE rules, but the committee is not required to produce a report on the executive compensation or make an annual performance evaluation of the committee. The responsibilities of the remuneration committee are to approve the remuneration packages of Directors and senior management of the Group, and the Company’s “preliminary proposals on annual emoluments of the directors and senior management of the Group”. The remuneration committee is also responsible for assessing performance of executive director and approving the terms of executive directors’ service contracts.
Audit Committee
Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 of Exchange Act. It must have a minimum of three members, and all audit committee members must satisfy the requirements for independence set forth in Section 303A.02 of NYSE Corporate Governance Rules as well as the requirements of Rule 10A-3b (1) of the Exchange Act.
Audit Committee
The board of directors of a listed company can, through the resolution of the shareholders’ meeting, establish an audit committee composed entirely of directors, of which the independent directors are the majority and act as the convener, and, at minimum, one independent director is an accounting professional.
The written charter of the audit committee must specify that the purpose of the audit committee is to assist the board oversight of the integrity of financial statements, the company’s compliance with legal and regulatory requirements, qualifications and independence of independent auditors and the performance of the listed company’s internal audit function and independent auditors.
The written charter must also require the audit committee to prepare an audit committee report as required by the SEC to be included in the listed company’s annual proxy statement as well as an annual performance evaluation of the audit committee.
The responsibilities of the audit committee are similar to those stipulated by the NYSE rules, but according to the domestic practices, the Company is not required to make an annual performance evaluation of the audit committee and the audit committee is not required to prepare an audit report to be included in the Company’s annual proxy statement.

The Company’s governance practices
The Board of Directors of the Company has established an audit committee that satisfies relevant domestic requirements and the audit committee has a written charter.
Each listed company must have an internal audit department.China has a similar regulatory provision, and the Company has an internal audit department.
Shareholders must be given the opportunity to vote on equity-compensation plans and material revisions thereto, except for employment incentive plans, certain awards and plans in the context of mergers and acquisitions.The relevant regulations of China require the board of directors to propose plans and types of director compensation for the shareholders’ meeting to approve. The compensation plan of executive officers is subject to approval by the board and announced at the shareholders’ meeting and disclosed to the public upon the approval of the board of directors. The approval of director compensation and compensation plan of executive officers of the Company satisfies relevant domestic requirements.
Corporate Governance Guidelines
Listed companies must adopt and disclose corporate governance guidelines, involving director qualification standards, director compensation, director continuing education, annual performance evaluation of the board of directors, etc.
Corporate Governance Guidelines
China Securities Regulatory Commission (“CSRC”) has issued the Corporate Governance Rules, with which the Company has complied.
Code of Ethics for Directors, Officers and Employees
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.
Code of Ethics for Directors, Officers and Employees
China does not have such requirement for a code for ethics. But, the directors and officers must perform their legal responsibilities in accordance with the Company Law of PRC, relative requirements of CSRC and Mandatory Provisions to the Charter of Companies Listed Overseas.
The Company’s governance practices
The Company does not have, in form, a code of ethics that applies to the president, chief financial officer and principal accounting officer, or collectively, the senior corporate officers. The senior executive officers, all of whom currently serve as our directors, are subject to the director service contracts that they have with the Company. Under the director service contracts, the directors, including the senior corporate officers, agree that each director owes a fiduciary and diligence obligation to the Company and that no director shall engage in any activities in competition with the Company’s business or carry any activities detrimental to the interests of the Company. Each of the directors, including the senior corporate officers, also agreed to perform their respective duties as directors and senior officers in accordance with the Company Law of the PRC, relevant rules and regulations promulgated by China Securities Regulatory Commission and the Mandatory Provisions of Articles of Association of Overseas Listed Companies.
Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards and he or she must promptly notify the NYSE on writing of any material non-compliance with any applicable provisions of Section 303A.No similar requirements.

68


ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
     The Group is subject to market risks due to fluctuations in interest rates. The majority of the Group’s borrowings is in the form of long-term fixed- and variable-rate debts with original maturities ranging from two to fifteen years. Fluctuations in interest rates can lead to significant fluctuations in the fair value of such debt instruments. From time to time, the Group may enter into interest rate swaps designed to mitigate exposure relating to interest rate risks. No such contract was outstanding as of December 31, 2005.
     The Group is also exposed to foreign currency risk as a result of its aircraft and flight equipment being sourced from overseas suppliers. Specifically, the Group’s foreign currency exposure relates primarily to its foreign currency long-term debts used to finance such capital expenditures and its capital commitments. Subject to certain restrictive conditions imposed by the State Administration of Foreign Exchange, the Group may, from time to time, enter into forward foreign exchange contracts to mitigate its foreign currency exposures. No such contract was outstanding as of December 31, 2005.
     As of December 31, 2005, the Group operated a total of 151 aircraft under operating and capital leases at rates that are substantially fixed. Such leases expose the Group to market risks; however, in accordance with Item 305 of Regulation S-K, such leases have been excluded from the following market risk tables. Commitments under operating and capital leases are disclosed in Note 28 to the Financial Statements.
     The following table provides information regarding the Group’s material interest rate sensitive financial instruments as of December 31, 2005 and 2004:
                                         
  As of December 31, 2005 As of December 31, 2004
  Expected maturity date          
                          Total     Total  
                          recorded     recorded  
  2006 2007 2008 2009 2010 Thereafter amount Fair value(2) amount Fair value(2)
Debt                                        
Fixed-rate notes payable In US$  484   449   303   266   215   697   2,414   2,440   2,252   2,464 
Average interest rate  6.47%  6.47%  6.47%  6.62%  6.47%  6.47%  6.47%      6.09%    
Variable-rate notes payable In US$(3)  12,169   5,188   1,801   1,047   345   2,924   23,474   23,474   15,327   15,327 
Average interest rate  4.57%  4.52%  4.44%  4.44%  4.46%  4.46%  4.57%      2.40%    
In HKD(3)  657   1,238               1,895   1,895   3,327   3,327 
Average interest rate  4.11%  4.83               4.11%      1.42%    
In RMB  302   52   52   122   100   552   1,180   1,180   2,547   2,547 
Average interest rate  5.06%  5.12%  5.12%  5.12%  5.12%  2.75%  4.15%      5.04%    
(1)These interest rates are calculated based on the year end indices.
(2)Fair value of debt instruments was estimated based on the interest rates applicable to similar debt instruments as of December 31, 2005 and 2004.
(3)Short term bank debts included certain debts of RMB2,611 million which were renewed subsequent to December 31, 2005. The renewed debts are unsecured, bear interest at floating rates ranging from 3-month HIBOR/6-month LIBOR + 0.55% to 0.60% per annum and are repayable one year from their respective renewal dates.
     The following table provides information regarding the Group’s material foreign currency sensitive financial instruments and capital commitments as of December 31, 2005 and 2004:
                                         
  As of December 31, 2005 As of December 31, 2004
  Expected maturity date          
                          Total     Total  
                          recorded     recorded  
  2006 2007 2008 2009 2010 Thereafter amount Fair value(2) amount Fair value(2)
Debt                                        
Fixed-rate notes payable In US$  484   449   303   266   215   697   2,414   2,440   2,252   2,464 
Average interest rate  6.47%  6.47%  6.47%  6.62%  6.47%  6.47%  6.47%      6.09%    
Variable-rate notes payable in US$(3)  12,169   5,188   1,801   1,047   345   2,924   23,474   23,474   15,327   15,327 
Average interest rate  4.57%  4.52%  4.44%  4.44%  4.46%  4.46%  4.57%      2.40%    
In HKD(3)  657   1,238               1,895   1,895   3,327   3,327 
Average interest rate  4.11%  4.83               4.11%      1.42%    
Capital commitment in US$  7,341   8,945   14,354   5,300   9,688      45,628   45,628   11,776   11,776 

69


(1)These interest rates are calculated based on the year end indices.
(2)Fair value of debt instruments was estimated based on the floating interest rates applicable to similar debt instruments as of December 31, 2005 and 2004.
(3)Short term bank debts included certain debts of RMB2,611 million which were renewed subsequent to December 31, 2005. The renewed debts are unsecured, bear interest at floating rates ranging from 3-month HIBOR/6-month LIBOR + 0.55% to 0.60% per annum and are repayable one year from their respective renewal dates.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.
     Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.
     None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.
     There were no material modifications affecting the rights of securities holders made during the fiscal year ended December 31, 2005.
Use of Proceeds
(1)Effective date of the Securities Act registration statement for which the use of proceeds information is being disclosed:
July 23, 1997.
SEC file number assigned to such registration statement: 333-7114.
(2)The offering commenced on July 23, 1997.
(3)The offering was not terminated prior to the sale of any securities registered under the registration statement.
(4)(i) The offering was not terminated prior to the sale of all securities registered under the registration statement.
(ii)Name of the managing underwriter: Goldman Sachs (Asia) L.L.C. (global coordinator).
(iii)and (iv)
                 
      Aggregate     Aggregate
Title of each     price of     offering
class of     offering     price of
securities Amount amount Amount amount
registered registered(1) registered(2) sold(3) sold(4)
Ordinary H Shares of par value RMB 1.00 per share represented by American Depositary Shares 861,823,000 shares US$528,469,864  851,501,000 shares US$522,140,413 
Notes:
(1)The amount does not include 322,677,000 H Shares (some of which in the form of ADSs) which have not been registered with the SEC, of which 290,477,000 H Shares were sold to certain corporate investors in Hong Kong as part of the global offering of the Company in July 1997 and 32,200,000 H Shares were sold to certain limited partnership investment funds affiliated with Goldman, Sachs & Co. in a private placement in June 1997 prior to the Company’s global offering.

70


(2)Assumes that all H Shares were sold in the form of ADSs. The price to public for each ADS is US$30.66. Each ADS represents 50 H Shares.
(3)The amount does not include 322,677,000 H Shares referred to in note (1) above.
(4)The amount does not include US$197,865,536 which represents the proceeds from the sale of 322,677,000 H Shares referred to in note (1) above. If the latter amount is included, the aggregate amount of proceeds to the Company would be US$720,005,950. In addition, the aggregate amount is calculated on the assumption that all H Shares were sold in the form of ADSs. Based on the actual sale of H Shares and ADSs, the aggregate amount of proceeds to the Company was US$719,494,700. The issue price per H Share was HK$4.70.
(v)
Underwriting discounts and commissionsUS$36,593,000
Finder’s fees
Expenses paid to or for underwritersUS$2,958,000
Other expensesUS$21,411,000
Total expensesUS$60,962,000
Note:No direct or indirect payments were made to directors, officers, general partners of the Company or their associates, or to persons owning ten percent or more of any class of equity securities of the Company, or to affiliates of the Company. All payments were made to third parties.
(vi) Net offering proceeds to the Company after deducting the total expenses in item (4)(v) above:
     US$658,532,700
Note:The amount is calculated on the basis of the actual aggregate amount of proceeds to the Company, and includes the proceeds from the sale of 322,677,000 H Shares referred to in note (1) of item (4)(iv) above.
(vii) As of December 31, 2005, the net offering proceeds to the Company was used up as follows:
Construction of plant, building and facilitiesUS$41.9   million
Purchase and installation of machinery and equipmentUS$394.6 million
Purchase of real estate
Acquisition of other business(es)
Repayment of indebtednessUS$192.4 million
Working CapitalUS$29.6   million
Note:No direct or indirect payments were made to directors, officers, general partners of the Company or their associates, or to persons owning ten percent or more of any class of equity securities of the Company, or to affiliates of the Company. All payments were made to third parties.
(viii) The uses of proceeds do not represent a material change in the use of proceeds described in the prospectus.
PART III
ITEM 15. CONTROLS AND PROCEDURES.
Our president and chief financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) or 15d-15(e)), and concluded that, based on their evaluation, our disclosure controls and procedures are effective as of the end of the period covered by this Annual Report to ensure that material information required to be included in this Annual Report would be made known to them by others on a timely basis.
     There has been no significant change in our internal controls over financial reporting during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

71


ITEM 16. [RESERVED]

72


ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.
     The Board of Directors has determined that Mr. Wei Ming Hai qualifies as an audit committee financial expert in accordance with the terms of Item 16. A of Form 20-F. See “Item 6 Directors, Senior Management and Employees — Directors and Senior Management”.
ITEM 16B. CODE OF ETHICS.
     As of the date of this Annual Report, the Company does not have, in form, a code of ethics that applies to the president, chief financial officer and principal accounting officer, or collectively, the senior corporate officers. The senior executive officers, all of whom currently serve as our directors, are subject to the director service contracts that they have with the Company. Under the director service contracts, the directors, including the senior corporate officers, agree that each director owes a fiduciary and diligence obligation to the Company and that no such director shall engage in any activities in competition with the Company’s business or carry out any activities detrimental to the interests of the Company. Each of the directors, including the senior corporate officers, also agreed to perform their respective duties as directors and senior officers in accordance with the Company Law of the PRC, relevant rules and regulations promulgated by China Securities Regulatory Commission and the Mandatory Provisions of Articles of Association of Overseas Listed Companies.
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES.
     The following table sets forth the aggregate audit fees, audit-related fees, tax fees of the Company’s principal accountants and all other fees billed for products and services provided by the Company’s principal accountants other than the audit fees, audit-related fees and tax fees for each of the fiscal years 2004 and 2005:
Audit FeesAudit-Related FeesTax Fees
2004RMB8.9 millionRMB6.6 millionRMB0.11 million
2005RMB13.9 millionRMB5.8 millionRMB0.11 million
Audit-related fees
     Services provided primarily consist of the following:
a)Review of the Group’s 2005 interim financial report prepared under IFRS; and
b)In connection with the Company’s acquisition of the airline operations and related assets of China Northern Airlines Company and Xinjiang Airlines Company;
Audit of the financial statements of China Northern Airlines Company and Xinjiang Airlines Company;
Issuance of comfort letter on profit forecast;
Issuance of comfort letter on working capital forecast; and
Issuance of report on statement of indebtedness.
Tax fees
     Services provided primarily consist of tax compliance services.

73


ITEM 16D. Exemptions from the Listing Standards for Audit Committee
     Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.
     The Company and its affiliated companies have not purchased any issued common shares of the Company during 2005 and up to the date of this Annual Report.
PART IV
ITEM 17. FINANCIAL STATEMENTS.
     Not applicable.
ITEM 18. FINANCIAL STATEMENTS.
Index to Financial Statements
Page
CONSOLIDATED FINANCIAL STATEMENTS OF CHINA SOUTHERN AIRLINES COMPANY LIMITED
Report of Independent Registered Public Accounting FirmF-1
Consolidated Statements of Operations for the years ended December 31, 2003, 2004 and 2005F-2
Consolidated Balance Sheets as of December 31, 2004 and 2005F-3
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2003, 2004 and 2005F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2004 and 2005F-7
Notes to Consolidated Financial StatementsF-9

74


ITEM 19. EXHIBITS.
Exhibit No.Description of Exhibit
4.1Form of Director’s Service Agreement is incorporated by reference in Exhibit 4(c).1 of Form 20-F for the year of 2005.
4.2Form of Non-Executive Director’s Service Agreement is incorporated by reference in Exhibit 4(c).2 of Form 20-F for the year of 2005.
8Subsidiaries of the Company
12.1Section 302 Certification of Chairman
12.2Section 302 Certification of President
12.3Section 302 Certification of Chief Financial Officer
13.1Section 906 Certification of Chairman
13.2Section 906 Certification of President
13.3Section 906 Certification of Chief Financial Officer

75


SIGNATURES
     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
CHINA SOUTHERN AIRLINES COMPANY LIMITED
/s/ Liu Shao Yong
Name: Liu Shao Yong
Title: Chairman of the Board of Directors
Date: June 30, 2006

76


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting FirmF-1
Consolidated Statements of Operations for the years ended December 31, 2003, 2004 and 2005F-2
Consolidated Balance Sheets as of December 31, 2004 and 2005F-3
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2003, 2004 and 2005F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2004 and 2005F-7
Notes to Consolidated Financial StatementsF-9


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
China Southern Airlines Company Limited:
     We have audited the accompanying consolidated balance sheets of China Southern Airlines Company Limited (the “Company”) and its subsidiaries (the “Group”) as of December 31, 2004 and 2005, and the related consolidated statements of operations, cash flows and changes in shareholders’ equity for each of the three years in the period ended December 31, 2005, all expressed in Renminbi. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Southern Airlines Company Limited and its subsidiaries as of December 31, 2004 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with International Financial Reporting Standards promulgated by the International Accounting Standards Board.
     As more fully described in Note 3 to the consolidated financial statements, the Group changed the presentation of share of affiliated companies’ and jointly controlled entities’ taxation in the consolidated statements of operations in order to comply with IAS 1, “Presentation of financial statements”. In addition, the Group changed the manner in which it presents minority interests in the consolidated balance sheets and consolidated statements of operations in order to comply with IAS 1 and IAS 27, “Consolidated and separate financial statements”.
     International Financial Reporting Standards vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 51 to the consolidated financial statements.
     The accompanying consolidated financial statements as of and for the year ended December 31, 2005 have been translated into United States dollars solely for the convenience of readers. We have audited the translation, and in our opinion, the consolidated financial statements expressed in Renminbi have been translated into United States dollars on the basis set forth in Note 1 to the consolidated financial statements.
Hong Kong, China
April 19, 2006, except as to Note 44, which is as of May 31, 2006.

F-1


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2003, 2004 and 2005
(Amounts in millions, except per share data)
                     
  Note 2003 2004 2005 2005
      RMB RMB RMB U.S. dollars
      (restated, (restated,        
      Note 3) Note 3)        
Operating revenue:                    
Traffic revenue  4   16,965   23,344   37,419   4,637 
Other operating revenue  4   505   630   874   108 
                     
                     
Total operating revenue      17,470   23,974   38,293   4,745 
                     
                     
Operating expenses:                    
Flight operations  5   7,070   10,418   19,394   2,403 
Maintenance  6   2,589   3,459   4,589   569 
Aircraft and traffic servicing  7   2,767   3,503   5,759   714 
Promotion and sales  8   1,480   1,940   2,780   345 
General and administrative  9   1,053   1,323   2,457   304 
Depreciation and amortization  10   2,038   2,413   4,440   550 
Others      17   9   179   22 
                     
                     
Total operating expenses      17,014   23,065   39,598   4,907 
                     
                     
Operating income/(loss)      456   909   (1,305)  (162)
                     
                     
Non-operating income/(expenses):                    
Interest income      13   22   55   7 
Interest expense  12   (824)  (691)  (1,616)  (200)
Equity income/(loss) of affiliated companies  23   45   10   (285)  (35)
Equity (loss)/income of jointly controlled entities  24   (46)  (16)  36   4 
Loss on sale of property, plant and equipment      (22)  (1)  (32)  (4)
Exchange (loss)/gain, net      (164)  (59)  1,220   151 
Others, net      21   46   74   9 
                     
                     
Total net non-operating expenses      (977)  (689)  (548)  (68)
                     
                     
Loss/(income) before taxation      (521)  220   (1,853)  (230)
                     
Income tax benefit/(expense)  13   334   (65)  7   1 
                     
                     
(Loss)/income for the year      (187)  155   (1,846)  (229)
                     
                     
Attributable to:                    
Equity shareholders of the Company      (358)  (48)  (1,848)  (229)
Minority interests      171   203   2    
                     
                     
Net (loss)/income      (187)  155   (1,846)  (229)
                     
                     
Basic loss per share  15   (0.09)  (0.01)  (0.42)  (0.052)
                     
See accompanying notes to consolidated financial statements.

F-2


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2004 and 2005
(Amounts in millions)
                 
  Note 2004 2005 2005
      RMB RMB U.S. dollars
      (restated,        
      Note 3)        
ASSETS
                
CURRENT ASSETS                
Cash and cash equivalents  16   3,083   2,901   360 
Trade receivables  17   1,203   1,518   188 
Inventories  18   1,302   1,382   171 
Short term investments  19   683       
Other receivables  20   720   956   119 
Prepaid expenses and other current assets      378   380   47 
Amounts due from related companies  30      84   10 
                 
 
Total current assets      7,369   7,221   895 
                 
NON-CURRENT ASSETS                
Property, plant and equipment, net  21   46,841   54,266   6,725 
Construction in progress  22   565   674   84 
Other investments  19   272   320   40 
Interest in affiliated companies  23   429   142   18 
Interest in jointly controlled entities  24   782   805   99 
Lease prepayments      346   333   41 
Lease and equipment deposits      5,397   7,265   900 
Deferred tax assets  25   51   74   9 
Other assets  26   331   302   37 
                 
 
Total non-current assets      55,014   64,181   7,953 
                 
TOTAL ASSETS      62,383   71,402   8,848 
                 
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                
CURRENT LIABILITIES                
Notes payable, including current installments of long-term notes payable  27   11,518   16,223   2,010 
Current installments of obligations under capital leases  28   2,144   3,373   418 
Trade and bills payables  29   1,690   3,929   487 
Sales in advance of carriage      874   1,413   175 
Amounts due to related companies  30   2,434   116   14 
Accrued expenses  31   4,551   4,250   527 
Other liabilities  32   2,974   3,796   471 
Taxes payable      39   28   3 
                 
 
Total current liabilities      26,224   33,128   4,105 
                 
See accompanying notes to consolidated financial statements.

F-3


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2004 and 2005
(Amounts in millions)
                 
  Note 2004 2005 2005
      RMB RMB U.S. dollars
      (restated,        
      Note 3)        
NON-CURRENT LIABILITIES                
Notes payable, excluding current installments  27   11,935   12,740   1,579 
Obligations under capital leases, excluding current installments  28   9,599   12,459   1,544 
Provision for major overhauls  33   284   301   37 
Deferred tax liabilities  25   338   342   42 
Deferred credits      100   496   62 
                 
 
Total non-current liabilities      22,256   26,338   3,264 
                 
 
TOTAL LIABILITIES      48,480   59,466   7,369 
                 
                 
SHAREHOLDERS’ EQUITY                
Equity attributable to equity shareholders of the Company  34,35   11,848   10,000   1,239 
Minority interests      2,055   1,936   240 
                 
 
TOTAL SHAREHOLDERS’ EQUITY      13,903   11,936   1,479 
                 
 
TOTAL LIABILITIES AND TOTAL SHAREHOLDERS’ EQUITY      62,383   71,402   8,848 
                 

F-4


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended December 31, 2003, 2004 and 2005
(Amounts in millions)
                             
  Attributable to equity shareholders of the company    
              Retained        
              earnings/        
  Share Share Other (accumulated     Minority Total
  capital premium reserves loss) Total interests equity
  RMB RMB RMB RMB RMB RMB RMB
          (Note (i))         (Note (ii))    
At December 31, 2002  3,374   3,684   586   1,969   9,613   1,516   11,129 
                             
Issue of A Shares  1,000   1,641         2,641      2,641 
(Loss)/income for the year           (358)  (358)  171   (187)
Appropriations to reserves        25   (25)         
Capital contributions from minority shareholders                 1   1 
Distributions to minority shareholders                 (15)  (15)
                             
                             
At December 31, 2003  4,374   5,325   611   1,586   11,896   1,673   13,569 
                             
(Loss)/income for the year           (48)  (48)  203   155 
Appropriations to reserves        61   (61)         
Capital contributions from minority shareholders                 71   71 
Distributions to minority shareholders                 (15)  (15)
Through the CNA/XJA Acquisitions                 123   123 
                             
 
At December 31, 2004  4,374   5,325   672   1,477   11,848   2,055   13,903 
                             

F-5


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended December 31, 2003, 2004 and 2005
(Amounts in millions)
                             
  Attributable to equity shareholders of the company    
              Retained        
              earnings/        
  Share Share Other (accumulated     Minority Total
  capital premium reserves loss) Total interests equity
  RMB RMB RMB RMB RMB RMB RMB
          (Note (i))         (Note (ii))    
At December 31, 2004  4,374   5,325   672   1,477   11,848   2,055   13,903 
                             
(Loss)/income for the year           (1,848)  (1,848)  2   (1,846)
Appropriations to reserves        19   (19)         
Capital contributions from minority shareholders                 17   17 
Acquisition of equity interest held by minority shareholders                 (118)  (118)
Distributions to minority shareholders                 (20)  (20)
                             
 
At December 31, 2005  4,374   5,325   691   (390)  10,000   1,936   11,936 
                             
                             
Total equity at December 31, 2005 in U.S. dollars  542   660   85   (48)  1,239   240   1,479 
                             
See accompanying notes to consolidated financial statements.
Notes:
(i) Other reserves represent statutory surplus reserve, statutory public welfare fund and discretionary surplus reserve. Details are set out in Note 35.
(ii) Minority interests were presented separately from liabilities and equity at December 31, 2003 and 2004. Minority interests are presented within the equity with effect from January 1, 2005 and the presentation of minority interests for the comparative years has been restated accordingly. Details are set out in Note 3.

F-6


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003, 2004 and 2005
(Amounts in millions)
                     
  Note 2003 2004 2005 2005
      RMB RMB RMB U.S. dollars
      (restated, (restated,        
      Note 3) Note 3)        
(Loss)/income before taxation      (521)  220   (1,853)  (230)
Adjustments to reconcile (loss)/income before taxation to cash inflows from operations                    
Depreciation of property, plant and equipment      1,998   2,363   4,420   548 
Other amortization      40   50   40   5 
Amortization of deferred credits      (2)  (4)  (78)  (10)
Equity (loss)/income of affiliated companies      (45)  (10)  285   36 
Equity income/(loss) of jointly controlled entities      46   16   (36)  (5)
Loss on sale of property, plant and equipment      22   1   32   4 
Interest income      (13)  (22)  (55)  (7)
Interest expense      824   691   1,616   200 
Net realised and unrealised gain on equity securities held for trading         (15)  (6)  (1)
Non-cash exchange loss/(gain), net      177   42   (1,164)  (144)
Decrease/(increase) in inventories      2   (29)  46   6 
Increase in trade receivables      (162)  (218)  (315)  (39)
Decrease/(increase) in other receivables      77   (166)  (236)  (29)
Increase in prepaid expenses and other current assets      (6)  (31)  (2)   
Increase in deferred expenditure         (2)      
Increase/(decrease) in net amounts due from/(to) related companies      404   (586)  (493)  (61)
(Decrease)/increase in trade and bills payables      (466)  (30)  2,239   277 
Increase in sales in advance of carriage      76   408   539   67 
Increase/(decrease) in accrued expenses      203   541   (399)  (49)
Increase in other liabilities      373   1,223   822   102 
Increase in provision for major overhauls      48   113   17   2 
                     
                     
Cash inflows from operations      3,075   4,555   5,419   672 
Interest received      13   22   55   7 
Interest paid      (924)  (754)  (1,616)  (200)
Income tax paid      (35)  (227)  (23)  (3)
                     
Net cash inflows from operating activities      2,129   3,596   3,835   476 
                     
See accompanying notes to consolidated financial statements.

F-7


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003, 2004 and 2005
(Amounts in millions)
                     
  Note 2003 2004 2005 2005
      RMB RMB RMB U.S. dollars
      (restated, (restated,        
      Note 3) Note 3)        
Investing activities:                    
Proceeds from sale of property, plant and equipment      57   47   238   30 
Proceeds from sale of other investments            689   85 
Increase in deferred credits            57   7 
Dividends received from affiliated companies         12   2    
Dividends received from jointly controlled entities         5   39   5 
Dividends received from other non-current assets            4   1 
Dividends received from equity securities held for trading         13       
Decrease/(increase) in other non-current assets      6   (9)  4   1 
Payment for the CNA/XJA Acquisitions            (1,959)  (243)
Payment for acquisition of equity interest held by minority shareholders            (118)  (15)
Payment of lease and equipment deposits      (1,852)  (3,151)  (6,649)  (824)
Refund of lease and equipment deposits      1,066   1,253   4,619   572 
Capital expenditures      (4,707)  (6,631)  (4,935)  (612)
Purchase of other investments      (1)  (680)      
Investments in an affiliated company         (9)      
Investments in jointly controlled entities      (3)  (72)      
Effect of the CNA/XJA Acquisitions  40(a)     398       
                     
Net cash used in investing activities      (5,434)  (8,824)  (8,009)  (993)
                     
Net cash outflows before financing activities      (3,305)  (5,228)  (4,174)  (517)
                     
Financing activities:                    
Proceeds from A Shares issue, net of issuance costs      2,641          
Proceeds from notes payable      8,914   14,555   18,238   2,260 
Repayment of notes payable      (8,371)  (7,108)  (12,193)  (1,511)
Repayment of principal under capital lease obligations      (1,555)  (1,272)  (2,050)  (254)
Capital contributions received from minority shareholders      1   71   17   2 
Dividends paid to minority shareholders      (15)  (15)  (20)  (2)
                     
Net cash inflows from financing activities      1,615   6,231   3,992   495 
                     
Decrease/(increase) in cash and cash equivalents      (1,690)  1,003   (182)  (22)
Cash and cash equivalents at January 1      3,770   2,080   3,083   382 
                     
Cash and cash equivalents at December 31      2,080   3,083   2,901   360 
                     
See accompanying notes to consolidated financial statements.

F-8


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in millions, except share data)
1. BASIS OF PRESENTATION
     China Southern Airlines Company Limited (the “Company”) and its subsidiaries (the “Group”) are principally engaged in the provision of domestic, Hong Kong and Macau and international passenger, cargo and mail airline services, with flights operating primarily from the Guangzhou Baiyun International Airport, which is both the main hub of the Group’s route network and the location of its corporate headquarters.
     The Company was established in the People’s Republic of China (the “PRC”, “China” or the “State”) on March 25, 1995 as a joint stock limited company as part of the reorganization (the “Reorganization”) of the Company’s holding company, China Southern Air Holding Company (“CSAHC”). CSAHC is a state-owned enterprise under the supervision of the PRC central government.
     The Company’s H shares and American Depositary Shares (“ADS”) (each ADS representing 50 H Shares) have been listed on The Stock Exchange of Hong Kong Limited and the New York Stock Exchange, respectively since July 1997. In July 2003, the Company issued 1,000,000,000 A shares which are listed on the Shanghai Stock Exchange.
     The Company acquired the airline operations and certain related assets of China Northern Airlines Company (“CNA”) and Xinjiang Airlines Company (“XJA”) from its parent company, CSAHC, on December 31, 2004 (the “CNA/XJA Acquisitions”) (Note 40).
     The consolidated financial statements have been prepared in Renminbi (“RMB”), the national currency of the PRC. Translation of amounts from RMB into United States dollar (“US$”) solely for the convenience of readers has been made at the rate of US$1.00 to RMB8.0694, being the average of the buying and selling rates as quoted by the People’s Bank of China (the “PBOC”) at the close of business on December 31, 2005. No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate or at any other certain rate on December 31, 2005 or at any other certain date.
2. PRINCIPAL ACCOUNTING POLICIES
(a) Statement of compliance
     These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) promulgated by the International Accounting Standards Board (the “IASB”). IFRSs include International Accounting Standards (“IAS”) and interpretations.
     The IASB has issued a number of new and revised IFRSs that are effective for accounting periods beginning on or after January 1, 2005. Information on the changes in accounting policies resulting from initial application of these new and revised IFRSs for the current and prior accounting periods reflected in these financial statements is provided in Note 3.
     Information relating to the nature and effect of the significant differences between IFRSs and accounting principles generally accepted in the United States of America (''U.S. GAAP’’) are set forth in Note 51.

F-9


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(b) Basis of preparation
     As of December 31, 2005, the Group’s current liabilities exceeded its current assets by RMB25,907, which includes current instalments of notes payable of RMB16,223. In preparing the consolidated financial statements, the directors have considered the Group’s sources of liquidity and believe that adequate funding is available to fulfil the Group’s short term obligations and capital expenditure requirements. Accordingly, the consolidated financial statements have been prepared on the basis that the Group will be able to continue as a going concern. Further details are set out in Note 41.
     The consolidated financial statements comprise the Company and its subsidiaries and the Group’s interest in affiliated companies and jointly controlled entities.
     The measurement basis used in the preparation of the consolidated financial statements is the historical cost basis except that the following assets are stated at their fair value as explained in the accounting policies set out below:
Certain property, plant and equipment (Note 2(d)); and
Short term investments (Note 2(h)).
     The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
     The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
     Judgements made by management in the application of IFRSs that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are disclosed in Note 47.
(c) Basis of consolidation
(i) Subsidiaries

F-10


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     A subsidiary is an entity controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control effectively commences until the date that control ceases.
     Intra-group balances and transactions, and any unrealized income arising from intra-group transactions, are eliminated in full in preparing the consolidated financial statements. Unrealized losses resulting from intra-group transactions are eliminated in the same way as unrealized income, but only to the extent that there is no evidence of impairment.
     Minority interests at the balance sheet date, being the portion of the net assets of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries, are prepared in the consolidated balance sheet and statement of changes in shareholders’ equity within equity, separately from, equity attributable to the equity shareholders of the Company. Minority interests in the results of the Group are presented on the face of the consolidated statement of operations as an allocation of the total income or loss for the year between minority interest and the equity shareholders of the Company.
     Where losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess, and any further losses applicable to the minority, are charged against the Group’s interest except to the extent that the minority has a binding obligation to, and is able to, make additional investment to cover the losses. If the subsidiary subsequently reports income, the Group’s interest is allocated all such income until the minority’s share of losses previously absorbed by the Group has been recovered.
(ii) Affiliated companies and jointly controlled entities
     An affiliated company is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies. The consolidated financial statements include the Group’s share of the total recognized gains and losses of affiliated companies on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an affiliated company, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an affiliated company.
     A jointly controlled entity is an entity over whose activities the Group has joint control, established by contractual agreement. The consolidated financial statements include the Group’s share of the total recognized gains and losses of jointly controlled entities on an equity accounted basis, from the date that joint control commences until the date that joint control ceases. When the Group’s share of losses exceeds its interest in a jointly controlled entity, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of a jointly controlled entity.

F-11


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Unrealized income arising from transactions with affiliated companies and jointly controlled entities are eliminated to the extent of the Group’s interest in the entity. Unrealized losses are eliminated in the same way as unrealized income, but only to the extent that there is no evidence of impairment.

F-12


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(iii) Goodwill
     Goodwill represents the excess of the cost of a business combination or an investment in an affiliated company or a jointly controlled entity over the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.
     Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment (Note 2(l)). In respect of affiliated companies or jointly controlled entities, the carrying amount of goodwill is included in the carrying amount of the interest in the affiliated company or jointly controlled entity.
     Any excess of the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of a business combination or an investment in an affiliated company or a jointly controlled entity is recognized immediately in income or loss.
     On disposal of a cash generating unit, an affiliated company or a jointly controlled entity during the year, any attributable amount of purchased goodwill is included in the calculation of the gain or loss on disposal.
(d) Property, plant and equipment and depreciation
(i) Owned assets
     An item of property, plant and equipment is initially recorded at cost less accumulated depreciation (see (iv) below) and impairment losses (Note 2(l)). The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition and location for its intended use and the initial estimate, where relevant, of the costs of dismantling and removing the item and restoring the site on which it is located. Subsequent to the revaluation (Note 21), which was based on depreciated replacement costs, property, plant and equipment are carried at revalued amount, being the fair value at the date of the revaluation less any subsequent accumulated depreciation and impairment losses. Revaluations are performed with sufficient regularity to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair value at the balance sheet date.
     Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the estimated net disposal proceeds and the carrying amount of the item and are recognized in the statement of operations on the date of retirement or disposal. Any related revaluation surplus is transferred from the revaluation reserve to retained earnings.

F-13


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(ii) Leased assets
     Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as capital leases.
     Flight equipment acquired by way of capital leases is stated at an amount equal to lower of its fair value and the present value of minimum lease payments at inception of the lease, less accumulated depreciation (see (iv) below) and impairment losses (Note 2(l)) and the corresponding liabilities, net of finance charges are recorded as obligations under capital leases. Subsequent to the revaluation (Note 21), which was based on depreciated replacement costs, leased assets are carried at revalued amount, being the fair value at the date of the revaluation less any subsequent accumulated depreciation and impairment losses. Revaluations are performed with sufficient regularity to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair value at the balance sheet date.
     The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rentals are written off as an expense of the period in which they are incurred.
     Gains or losses on aircraft sale and leaseback transactions which result in capital leases are deferred and amortized over the terms of the related leases. Gains or losses on other aircraft sale and leaseback transactions are recognized immediately if the transactions are established at fair value. Any difference between the sales price over fair value is deferred and amortized over the period the assets are expected to be used.
     Where the Group has the use of assets held under operating leases, payments made under operating leases are charged to the statement of operations in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased asset. Lease incentives received are recognized in the statement of operations as an integral part of the aggregate net lease payments. Contingent rentals are charged to the consolidated statement of operations in the accounting period in which they are incurred.
(iii) Subsequent costs
     The Group recognizes in the carrying amounts of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognized in the statement of operations as an expense as incurred.

F-14


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(iv) Depreciation
     Depreciation is calculated to write off the cost or revalued amount of items of property, plant and equipment, less their estimated residual value, if any, using the straight line method over their estimated useful lives as follows:
Buildings 15 to 40 years
Owned and leased aircraft 15 to 20 years
Other flight equipment
Jet engines 8 to 15 years
Others, including rotable spares 8 to 15 years
Machinery and equipment 5 to 10 years
Vehicles 6 years
     Depreciation for assets acquired under capital leases is calculated to write off the cost of the assets in equal annual amounts over the term of the relevant lease or, where it is likely the Group will obtain ownership of the asset, the life of the asset, as set out above.
     Where parts of an item of property, plant and equipment have different useful lives, the cost or valuation of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual value, if any, are reviewed annually.
(e) Construction in progress
     Construction in progress represents office buildings, various infrastructure projects under construction and equipment pending installation, and is stated at cost less impairment losses (Note 2(l)). Cost comprises direct costs of construction and the initial estimate, where relevant, of the costs of dismantling and removing the item and restoring the site on which it is located as well as interest charges during the periods of construction and installation. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when the asset is substantially ready for its intended use, notwithstanding any delay in the issue of the relevant commissioning certificates by the relevant PRC authorities.
     No depreciation is provided in respect of construction in progress.
(f)Lease prepayments
     Lease prepayments represent land use rights paid to the PRC’s governmental authorities. Land use rights are carried at cost less impairment losses (Note 2(l)) and are charged to the statement of operations on a straight-line basis over the respective periods of the rights which range from 30 to 50 years.

F-15


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(g) Deferred expenditure
     Custom duties and other direct costs in relation to modifying, introducing and certifying certain operating leased aircraft are deferred and amortized over the terms of the related leases.
     Lump sum housing benefits payable to employees of the Group are deferred and amortized on a straight line basis over a period of 10 years, which represents the benefit vesting period of the employees.
     Deferred expenditure is carried at cost less impairment losses (Note 2(l)).
(h) Other investments in debt and equity securities
     The Group’s policies for investments in debt and equity securities, other than investments in subsidiaries, affiliated companies and jointly controlled entities, are as follows:
     Investments in securities held for trading are classified as current assets and are initially stated at fair value. At the balance sheet date the fair value is remeasured, with any resultant gain or loss recognized in the statement of operations.
     Dated debt securities that the Group has the positive ability and intention to hold to maturity are classified as held-to-maturity securities. Held-to-maturity securities are initially recognized in the balance sheet at fair value plus transaction costs. Subsequently, they are stated in the balance sheet at amortized cost less impairment losses (Note 2(l)).
     Other financial instruments are stated at cost less impairment losses (Note 2(l)). Other financial instruments represent unquoted available-for-sale equity securities of companies established in the PRC. There is no quoted market price for such equity securities and accordingly a reasonable estimate of the fair value could not be measured reliably.
(i) Inventories
     Inventories, which consist primarily of expendable spare parts and supplies, are stated at cost less any applicable provision for obsolescence, and are expensed when used in operations. Cost represents the average unit cost. Inventories held for disposal are stated at the lower of cost and net realizable value. Net realizable value represents estimated resale price.
(j) Trade and other receivables
     Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost less impairment losses for bad and doubtful debts (Note 2(l)), except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts (Note 2(l)).

F-16


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(k) Cash and cash equivalents
     Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are also included as a component of cash and cash equivalents for the purposes of the consolidated statement of cash flows.
(l)Impairment of assets
(i)Impairment of investments in debt and equity securities and other receivables
     Investments in debt and equity securities and other current and non-current receivables that are stated at cost or amortized cost are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. If any such evidence exists, any impairment loss is determined and recognized as follows:
For unquoted equity securities and current receivables that are carried at cost, the impairment loss is measured as the difference between the carrying amount of the financial asset and the estimated future cash flows, discounted at the current market rate of return for a similar financial asset where the effect of discounting is material. Impairment losses for current receivables are reversed if in a subsequent period the amount of the impairment loss decreases. Impairment losses for equity securities are not reversed.
For financial assets carried at amortized cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition of these assets).
     If in a subsequent period the amount of an impairment loss decreases and the decrease can be linked objectively to an event occurring after the impairment loss was recognized, the impairment loss is reversed through the statement of operations. A reversal of an impairment loss shall not result in the asset’s carrying amount exceeding that which would have been determined had no impairment loss been recognized in prior years.

F-17


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(ii) Impairment of other assets
     Internal and external sources of information are reviewed at each balance sheet date to identify indications that the following assets may be impaired or an impairment loss previously recognized no longer exists or may have decreased:
Property, plant and equipment;
Construction in progress;
Lease and equipment deposits;
Lease prepayments;
Deferred expenditure; and
Interests in affiliated companies and jointly controlled entities.
If any such indication exists, the asset’s recoverable amount is estimated.
Calculation of recoverable amount
     The recoverable amount of an asset is the greater of its net selling price and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).
Recognition of impairment losses
     An impairment loss is recognized in the statement of operations whenever the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs to sell, or value in use, if determinable.
Reversals of impairment losses

F-18


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount.
     A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to the statement of operations in the year in which the reversals are recognized.

F-19


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(m) Interest- bearing borrowings
     Interest-bearing borrowings are recognized initially at fair value, less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between cost and redemption value being recognized in the consolidated statement of operations over the period of the borrowings using the effective interest method.
(n) Trade and other payables
     Trade and other payables are initially recognized at fair value and thereafter stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.
(o) Provisions and contingent liabilities
     Provisions are recognized for liabilities of uncertain timing or amount when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligations and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation.
     Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
(p) Defeasance of long-term liabilities
     Where long-term liabilities have been defeased by the placement of security deposits, those liabilities and deposits (and income and charge arising therefrom) are netted off in order to reflect the overall commercial effect of the arrangements. Such netting off has been effected where a right is held by the Group to insist on net settlement of the liability and deposit including in all situations of default and where that right is assured beyond doubt.
(q) Deferred credits

F-20


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     In connection with the acquisition or operating lease of certain aircraft and engines, the Group receives various credits. Such credits are deferred until the aircraft and engines are delivered, at which time they are either applied as a reduction of the cost of acquiring the aircraft and engines, resulting in a reduction of future depreciation, or amortized as a reduction of rental expense for aircraft and engines under operating leases.

F-21


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(r) Income tax
     Income tax for the year comprises current and movement in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognized in the statement of operations except to the extent that they relate to items recognized directly in equity, in which case they are recognized in equity.
     Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
     Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits.
     Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable income will be available against which the asset can be utilized, are recognized. Future taxable income that may support the recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilized.
     The limited exceptions to the recognition of deferred tax assets and liabilities are those temporary differences arising from goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and temporary differences relating to investment in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the difference will not reverse in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future.
     The amount of deferred tax recognized is measured based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are not discounted.
     The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced to the extent that it is no longer probable that sufficient taxable income will be available to

F-22


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
allow the related tax benefit to be utilized. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable income will be available.
          Additional income taxes that arise from the distribution of dividends are recognized when the liability to pay the related dividends is recognized.
          Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met:
in the case of current tax assets and liabilities, the Group intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously; or
in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either:
the same taxable entity; or
different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered, intend to realize the current tax assets and settle the current tax liabilities on a net basis or realize and settle simultaneously.
(s) Revenue recognition
(i) Passenger, cargo and mail revenues are recognized when the transportation is provided. Ticket sales for transportation not yet provided are included in current liabilities as sales in advance of carriage. Revenues from airline-related business are recognized when services are rendered. Revenue is stated net of sales tax.
(ii)Interest income is recognized as it accrues using the effective interest method.
(iii)Dividend income is recognized when the Group’s right to receive dividend is established.
(iv)Operating lease income is recognized on a straight line basis over the terms of the respective leases.
(t) Traffic commissions
     Traffic commissions are expensed when the transportation is provided and the related revenue is recognized. Traffic commissions for transportation not yet provided are recorded on the balance sheet as a prepaid expense.

F-23


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(u) Maintenance and overhaul costs
     Routine maintenance, repairs and overhauls are expensed in the statement of operations as and when incurred.
     In respect of owned and capital leased aircraft, components within the aircraft subject to replacement during major overhauls are depreciated over the average expected life between major overhauls. When each major overhaul is performed, its cost is recognized in the carrying amount of property, plant and equipment and is depreciated over the estimated period between major overhauls. Any remaining carrying amount of cost of previous major overhaul is derecognized and charged to the statement of operations.
     In respect of aircraft held under operating leases, a provision is made over the lease term for the estimated cost of overhauls required to be performed on the related aircraft prior to their return to the lessors.
(v) Borrowing costs
     Borrowing costs are expensed in the statement of operations as and when incurred, except to the extent that they are capitalized as being directly attributable to the acquisition or construction of an asset which necessarily takes a substantial period of time to get ready for its intended use.
(w) Retirement benefits
     Contributions to retirement schemes and additional retirement benefits paid to retired employees are accrued in the year in which the associated services are rendered by employees.
(x) Frequent flyer award programs
     The Group maintains two frequent flyer award programs, namely, the China Southern Airlines Sky Pearl Club and the Egret Mileage Plus, which provide travel awards to members based on accumulated mileage. The estimated incremental cost to provide free travel is recognized as an expense and accrued as a current liability as members accumulate mileage. As members redeem awards or their entitlements expire, the incremental cost liability is reduced accordingly to reflect the acquittal of the outstanding obligations.
     Revenue from mileage sales to third parties under the frequent flyer award programs is recognized when the related transportation services are provided.

F-24


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(y) Translation of foreign currencies
     Transactions in foreign currencies are translated into Renminbi at the applicable rates of exchange quoted by the PBOC prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Renminbi at the PBOC exchange rates at the balance sheet date. Foreign exchange differences arising on translation are recognized in the statement of operations. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated into Renminbi at the PBOC exchange rates prevailing on the transaction dates. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated into Renminbi at the PBOC exchange rates at the dates the fair value was determined.
(z) Related parties
     For the purposes of these consolidated financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals (being members of key management personnel, significant shareholders and/ or their close family members) or other entities and include entities which are under the significant influence of related parties of the Group where those parties are individuals, and post-employment benefit plans which are for the benefit of employees of the Group or of any entity that is a related party of the Group.
(aa) Segmental reporting
     A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.
3. NEW AND REVISED IFRSs
     The IASB has issued a number of new and revised IFRSs that are effective for accounting periods beginning on or after January 1, 2005.
     The accounting policies of the Group after the adoption of these new and revised IFRSs have been summarized in Note 2. The following sets out information on the significant changes in accounting policies for the current and prior accounting periods reflected in these financial statements.

F-25


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period (Note 48).

F-26


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(a) Changes in presentation of share of affiliated companies’ and jointly controlled entities’ taxation (IAS 1, Presentation of Financial Statements)
     In prior years, the Group’s share of taxation of affiliated companies and jointly controlled entities accounted for using the equity method was included as part of the Group’s income tax in the consolidated statement of operations. With effect from January 1, 2005, in accordance with the implementation guidance in IAS 1, the Group has changed the presentation and includes the share of taxation of affiliated companies and jointly controlled entities accounted for using the equity method in the respective shares of income or loss reported in the consolidated statement of operations before arriving at the Group’s income or loss before tax. These changes in presentation have been applied retrospectively with comparatives restated.
     As a result of these changes in presentation, the Group’s share of results of affiliated companies and jointly controlled entities and income tax expense/benefit have been adjusted. Share of income of affiliated companies for the years ended December 31, 2003 and 2004 decreased by RMB3 and RMB2, respectively. Share of losses of affiliated companies for the year ended December 31, 2005 decreased by RMB15. Share of losses of jointly controlled entities increased by RMB7 and RMB11 for the years ended December 31, 2003 and 2004, respectively, and decreased by RMB3 for the year ended December 31, 2005. The Group’s income tax expense has decreased by RMB10 and RMB13 during the years ended December 31, 2003 and 2004, respectively and income tax benefit has decreased by RMB18 during the year ended December 31, 2005. Accordingly, there is no effect on the net results and net assets of the Group in periods presented.
(b)Changes in presentation of minority interests (IAS 1, Presentation of financial statements and IAS 27, Consolidated and separate financial statements)
     In prior years, minority interests at the balance sheet date were presented separately from liabilities and equity in the consolidated balance sheet. Minority interests in the results of the Group for the year were also separately presented in the consolidated statement of operations as a deduction before arriving at the results attributable to shareholders (the equity shareholders of the Company).
     With effect from January 1, 2005, in order to comply with IAS 1 and IAS 27, the Group has changed its accounting policy relating to presentation of minority interests. Under the new policy, minority interests are presented as part of equity, separately from interests attributable to the equity shareholders of the Company. Further details of the new policy are set out in Note 2(c). These changes in presentation have been applied retrospectively with comparatives restated.

F-27


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     As a result of these changes in presentation, the Group’s loss for the years ended December 31, 2003, 2004 and 2005 have decreased by RMB171, RMB203 and RMB2, respectively and the Group’s total equity as of December 31, 2004 and 2005 have increased by RMB2,055 and RMB1,936, respectively.

F-28


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(c) Scope of related parties (IAS 24, Related party disclosures)
     As a result of the adoption of revised IAS 24, the definition of related parties as disclosed in Note 2(z) has been expanded such that state-controlled entities are included. The revised IAS 24 also requires the compensation of key management personnel to be disclosed. The Group has included these additional disclosures in these consolidated financial statements.
4. TURNOVER
     Turnover comprises revenues from airline and airline-related business and is stated net of sales tax. An analysis of turnover is as follows:
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Traffic revenue            
Passenger  15,010   21,100   34,328 
Cargo and mail  1,955   2,244   3,091 
          
   16,965   23,344   37,419 
          
Other operating revenue            
Commission income  140   203   237 
General aviation income  40   55   77 
Ground services income  99   146   195 
Air catering income  31   53   25 
Net income from lease arrangements (Note 21)  69       
Rental income  40   45   69 
Aircraft lease income     11   1 
Others  86   117   270 
          
   505   630   874 
          
   17,470   23,974   38,293 
          
     Pursuant to various sales tax rules and regulations, the Group is required to pay sales tax to national and local tax authorities at the rate of approximately 3% of the traffic revenue in respect of domestic flights and outbound international/Hong Kong and Macau flights. Sales tax incurred by the Group for the years ended December 31, 2003, 2004 and 2005, netted off against revenue, amounted to RMB206, RMB716, and RMB1,111, respectively.

F-29


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     In addition, the Group is required to pay contributions to the CAAC Infrastructure Development Fund. Prior to May 1, 2003, contributions to CAAC Infrastructure Development Fund were payable at 5% and 2%, respectively, of the domestic and international/ Hong Kong and Macau traffic revenue. For the period from May 1, 2003 to March 31, 2004, the Group was exempted from paying any contributions. Effective from April 1, 2004, contributions to the CAAC Infrastructure Development Fund are payable based on the traffic capacity deployed by the Group on its routes. The contributions now form part of the flight operations expenses and amounted to RMB466 and RMB978 for the years ended December 31, 2004 and 2005, respectively (Note 5). The contributions for the year ended December 31, 2003 amounted to RMB251 were netted off against traffic revenue.

F-30


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
5. FLIGHT OPERATIONS EXPENSES
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Jet fuel costs  3,867   6,050   11,929 
Operating lease rentals            
- Aircraft and flight equipment  1,536   1,665   2,497 
- Land and buildings  136   109   302 
Air catering expenses  474   705   1,196 
Aircraft insurance  196   185   105 
Flight personnel payroll and welfare  728   1,026   1,619 
Training expenses  123   183   373 
CAAC Infrastructure Development Fund contributions (Note 4)     466   978 
Others  10   29   395 
          
   7,070   10,418   19,394 
          
6. MAINTENANCE EXPENSES
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Repairing and maintenance charges  2,289   3,247   4,153 
Maintenance materials  300   212   436 
          
   2,589   3,459   4,589 
          

F-31


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
7. AIRCRAFT AND TRAFFIC SERVICING EXPENSES
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Landing and navigation fees  2,562   3,222   4,891 
Ground service charges  205   281   868 
          
   2,767   3,503   5,759 
          
8. PROMOTION AND SALES EXPENSES
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Sales commissions  757   1,062   1,503 
Ticket office expenses  504   552   659 
Computer reservation services  175   233   417 
Advertising and promotion  24   36   32 
Others  20   57   169 
          
   1,480   1,940   2,780 
          
9. GENERAL AND ADMINISTRATIVE EXPENSES
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
General corporate expenses  1,011   1,260   2,408 
Impairment losses for trade and other receivables (Note 17)  12   27    
Auditors’ remuneration  8   11   12 
Other taxes and levies  22   25   37 
          
   1,053   1,323   2,457 
          

F-32


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
10. DEPRECIATION AND AMORTIZATION
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Depreciation            
- Owned assets  1,502   1,891   3,292 
- Assets acquired under capital leases  496   472   1,128 
Amortization of deferred credits        (20)
Other amortization  40   50   40 
          
   2,038   2,413   4,440 
          
     Depreciation of property, plant and equipment leased out under operating leases amounted to RMB55, RMB55 and RMB35 for the years ended December 31, 2003, 2004 and 2005, respectively.
11. STAFF COSTS
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Salaries, wages and welfare  1,496   2,260   3,515 
Retirement schemes contributions  150   168   472 
          
   1,646   2,428   3,987 
          
     Staff costs relating to flight operations, maintenance, aircraft and traffic servicing, promotion and sales and general and administrative expenses are also included in the respective total amounts disclosed separately in Notes 5 to 9 above.

F-33


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
12. INTEREST EXPENSE
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Interest on bank and other notes payable wholly repayable within five years  288   221   211 
Interest on other notes payable  176   156   877 
Finance charges on obligations under capital leases  443   348   626 
Less: borrowing costs capitalized  (83)  (34)  (98)
          
   824   691   1,616 
          
     The borrowing costs have been capitalized at rates ranging from 1.62% to 5.46% per annum, 1.51% to 3.48% per annum, and 4.14% to 5.27% per annum for the years ended December 31, 2003, 2004 and 2005, respectively.
13. INCOME TAX (BENEFIT)/EXPENSE
a) Income tax (benefit)/expense in the consolidated statements of operations
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
  (restated,  (restated,     
  Note 3)  Note 3)     
PRC income tax  47   176   12 
             
Deferred tax (Note 25)            
- current year  11   (111)  (19)
- adjustment for change in enacted tax rate  (392)      
          
   (334)  65   (7)
          
     On October 17, 2003, the Company’s registered address was moved to Guangzhou Economic & Technology Development Zone. In accordance with the Rules and Regulations for Implementation of Income Tax for Foreign Investment Enterprises and Foreign Enterprises of the PRC and a taxation approval document “Guangzhou Municipal State Tax Bureau Suo De Shui Zi Que 020043”, the Company is entitled to enjoy the preferential tax policy implemented in the Guangzhou Economic & Technology Development Zone effective October 1, 2003. As a result, the Company’s income tax rate has been changed from 33% to 15% beginning from that date.

F-34


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     As a result of the reduction in income tax rate, the Company’s net deferred tax liability balance at January 1, 2003 of RMB507 was reduced by RMB392. Accordingly, a net deferred tax credit of RMB392 was recognized in the consolidated statement of operations for the year ended December 31, 2003.
     In respect of the Group’s overseas airline activities, the Group has either obtained exemptions from overseas taxation pursuant to the bilateral aviation agreements between the overseas governments and the PRC government, or has sustained tax losses in these overseas jurisdictions. Accordingly, no provision for overseas tax has been made for the years ended December 31, 2003, 2004 and 2005.
b) Reconciliation between tax (benefit)/expense and accounting (loss)/income at applicable tax rates
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
  (restated,  (restated,     
  Note 3)  Note 3)     
(Loss)/income before tax  (521)  220   (1,853)
          
             
Expected tax on (loss)/income before tax calculated at 15% for the years ended December 31, 2003, 2004 and 2005  (78)  33   (278)
Adjustments:            
Effect on change in income tax rate on deferred taxation  (392)      
Rate differential on subsidiaries/branches  5   3   7 
Tax effect of non-deductible expenses  80   29   82 
Tax effect of non-taxable income        (8)
Tax effect of share of results of affiliated companies and jointly controlled entities  (9)  (1)  37 
Tax effect of unused tax losses not recognized  22      135 
Expired tax losses  34       
Others  4   1   18 
          
Actual tax (benefit)/expense  (334)  65   (7)
          
     All but an insignificant amount of (loss)/income before taxation is from domestic sources.

F-35


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     In accordance with relevant PRC tax regulations, a PRC lessee is liable to pay PRC withholding tax in respect of any lease payments regularly made to an overseas lessor. Depending on the circumstances, this tax is generally imposed at a fixed rate ranging from 10% to 20% of the lease payments, or in certain cases, the interest components of such payments. Pursuant to an approval document from the State Tax Bureau, lease arrangements executed prior to September 1, 1999 were exempted from PRC withholding tax.
     The PRC withholding tax payable by the Group for the years ended December 31, 2003, 2004 and 2005 of RMB8, RMB23 and RMB55, respectively, in respect of the operating leases executed after September 1, 1999 has been included as part of the operating lease rentals.
14. DIVIDENDS
     No interim dividend was paid during the years ended December 31, 2003, 2004 and 2005.
     The board of directors of the Company does not recommend the payment of a final dividend in respect of the year ended December 31, 2005. No final dividend was paid in respect of the years ended December 31, 2003 and 2004.
15. BASIC LOSS PER SHARE
     The calculation of basic loss per share for the years ended December 31, 2003, 2004 and 2005 is based on the loss attributable to equity shareholders of the Company of RMB358, RMB48, and RMB1,848, respectively, and the weighted average number of shares in issue of 3,831,712,000, 4,374,178,000, and 4,374,178,000, respectively.
     The amount of diluted loss per share is not presented as there were no dilutive potential ordinary shares in existence during the years ended December 31, 2003, 2004 and 2005.
16. CASH AND CASH EQUIVALENTS
     As of December 31, 2004 and 2005, cash and cash equivalents comprise cash at bank and in hand and deposits with China Southern Airlines Group Finance Company Limited (“SA Finance”), a PRC authorized financial institution controlled by CSAHC and an affiliated company of the Group. In accordance with the financial agreement dated May 22, 1997 and subsequently revised on December 31, 2004 between the Company and SA Finance, all the Group’s deposits accepted by SA Finance were simultaneously placed with several designated major PRC banks by SA Finance. As of December 31, 2004 and 2005, the Group’s deposits with SA Finance amounted to RMB406 and RMB544, respectively.

F-36


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Included in cash and cash equivalents are the following amounts denominated in a currency other than the functional currency of the entity to which they relate:
         
  December 31, 
  2004  2005 
United States Dollars US$    37  US$    24 
Japanese Yen JPY1, 272  JPY1, 161 

F-37


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
17. TRADE RECEIVABLES
         
  December 31,
  2004 2005
  RMB RMB
Trade receivables, principally traffic  1,295   1,562 
Less: Impairment losses for bad and doubtful accounts  (92)  (44)
         
   1,203   1,518 
         
     Credit terms granted by the Group to sales agents and other customers generally range from one to three months. An ageing analysis of trade receivables, net of impairment losses for bad and doubtful accounts, is set out below:
         
  December 31,
  2004 2005
  RMB RMB
Within 1 month  998   1,366 
More than 1 month but less than 3 months  163   137 
More than 3 months but less than 12 months  42   14 
More than 12 months     1 
         
   1,203   1,518 
         
     As of December 31, 2004 and 2005, the Group had an amount due from a fellow subsidiary of RMB52 and RMB42, respectively, which was included in trade receivables.
     All of the trade receivables are expected to be recovered within one year.
     Included in trade receivables are the following amounts denominated in a currency other than the functional currency of the entity to which they relate:
         
  December 31, 
  2004  2005 
United States Dollars US$11  US$15 
       

F-38


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Movements in impairment losses for bad and doubtful accounts comprise:
         
  Year ended December 31,
  2004 2005
  RMB RMB
At January 1  70   92 
Impairment losses for bad and doubtful accounts (Note 9)  27    
Through the CNA/XJA Acquisitions  44    
Bad and doubtful accounts written off  (49)  (48)
         
At December 31  92   44 
         
18. INVENTORIES
         
  December 31,
  2004 2005
  RMB RMB
Expendable spare parts and maintenance materials  1,175   1,241 
Other supplies  127   141 
         
   1,302   1,382 
         
     The analysis of the amount of inventories recognized as an expense is as follows:
         
  December 31,
  2004 2005
  RMB RMB
Consumption  596   720 
Write-down of inventories     209 
         
   596   929 
         
As a result of fleet adjustment, inventories have been written down by RMB209 at December 31, 2005.

F-39


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
19. OTHER INVESTMENTS
         
  December 31,
  2004 2005
  RMB RMB
Non-current investments
        
Unlisted equity securities available for sale, at cost  272   320 
         
         
Current investments
        
Listed equity securities held for trading  523    
Listed debt securities held-to-maturity  160    
         
   683    
         
         
Market value of listed securities  683    
         
     The current investments at December 31, 2004 were listed outside Hong Kong.
     Net realized and unrealized gain on trading securities of the Group amounted to RMBNil, RMB15 and RMB6 during the years ended December 31, 2003, 2004 and 2005, respectively.
     Dividend income from unlisted securities of the Group amounted to RMBNil, RMB14 and RMB4 during the years ended December 31, 2003, 2004 and 2005, respectively.
     The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of debt security held-to-maturity as of December 31, 2004 and 2005 were as follows:
                 
      Gross Gross  
      unrealized unrealized  
  Amortized holding holding  
  cost gains losses Fair value
  RMB RMB RMB RMB
As of December 31, 2004                
 
Debt securities held-to-maturity  160         160 
                 
 
As of December 31, 2005                
 
Debt securities held-to-maturity            
                 

F-40


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
20. OTHER RECEIVABLES
     As of December 31, 2004 and 2005, other receivables of the Group included an amount due from Zhongyuan Airlines Company Limited (“Zhongyuan Airlines”) of RMB104 and RMB98, respectively. As of December 31, 2005 and up to date of approval of these consolidated financial statements, the Group is in the process of applying for transfer of certain properties held by Zhongyuan Airlines for settlement of the balance.
21. PROPERTY, PLANT AND EQUIPMENT, NET
                         
              Other flight    
      Aircraft equipment, Machinery,  
          Held including equipment  
          under capital rotable and  
  Buildings Owned leases spares vehicles Total
Cost or valuation:
                        
At January 1, 2004  3,288   17,222   10,463   6,842   1,930   39,745 
Exchange adjustments  5            12   17 
Reclassification on exercise of purchase options     550   (550)         
Additions  336   4,156      525   5   5,022 
Transfer from construction in progress  2,472            235   2,707 
Through the CNA/XJA Acquisitions  915   5,206   4,616   1,753   490   12,980 
Disposals  (28)        (76)  (73)  (177)
                         
 
At December 31, 2004  6,988   27,134   14,529   9,044   2,599   60,294 
                         
                         
Representing:                        
Cost  6,633   20,905   10,189   6,870   2,115   46,712 
Valuation - 1996 (Note (b))  355   6,229   4,340   2,174   484   13,582 
                         
 
   6,988   27,134   14,529   9,044   2,599   60,294 
                         
                         
At January 1, 2005  6,988   27,134   14,529   9,044   2,599   60,294 
Exchange adjustments  (6)           (14)  (20)
Additions  64   1,827   8,146   1,336   307   11,680 
Transfer from construction in progress  513            56   569 
Transfer to inventories           (126)     (126)
Disposals  (256)        (207)  (81)  (544)
                         
 
At December 31, 2005  7,303   28,961   22,675   10,047   2,867   71,853 
                         
                         
Representing:                        
Cost  6,948   22,732   18,335   7,873   2,383   58,271 
Valuation - 1996 (Note (b))  355   6,229   4,340   2,174   484   13,582 
                         
   7,303   28,961   22,675   10,047   2,867   71,853 
                         

F-41


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
                         
              Other flight    
      Aircraft equipment, Machinery,  
          Held including equipment  
          under capital rotable and  
  Buildings Owned leases spares vehicles Total
Accumulated depreciation:
                        
                         
At January 1, 2004  594   3,192   2,605   3,644   1,174   11,209 
Exchange adjustments  1            9   10 
Reclassification on exercise of purchase options     183   (183)         
Charge for the year  179   956   472   544   212   2,363 
Disposals  (17)        (51)  (61)  (129)
                         
 
At December 31, 2004  757   4,331   2,894   4,137   1,334   13,453 
                         
                         
At January 1, 2005  757   4,331   2,894   4,137   1,334   13,453 
Exchange adjustments  (1)           (11)  (12)
Charge for the year  227   1,546   1,108   1,121   418   4,420 
Disposals  (74)        (145)  (55)  (274)
                         
 
At December 31, 2005  909   5,877   4,002   5,113   1,686   17,587 
                         
                         
Net book value:
                        
                         
At December 31, 2004  6,231   22,803   11,635   4,907   1,265   46,841 
                         
                         
At December 31, 2005  6,394   23,084   18,673   4,934   1,181   54,266 
                         
(a) Substantially all of the Group’s buildings are located in the PRC. The Group was formally granted the rights to use the twenty one parcels of land in Guangzhou, Shenzhen, Zhuhai, Beihai, Changsha, Shantou, Haikou, Zhengzhou, Guiyang and Wuhan by the relevant PRC authorities for periods of 30 to 70 years, which expire between 2020 and 2068. For other land in the PRC on which the Group’s buildings are erected, the Group was formally granted the rights to use such land for periods of one to five years pursuant to various lease agreements between the Company and CSAHC. In this connection, rental payments totaling RMB2, RMB2 and RMB24 were paid to CSAHC for each of the years ended December 31, 2003, 2004 and 2005, respectively in respect of these leases (Note 36).
(b) In compliance with the PRC rules and regulations governing initial public offering of shares by PRC joint stock limited companies, the property, plant and equipment of the Group as of December 31, 1996 were revalued. This revaluation was conducted by Guangzhou Assets Appraisal Corp., a firm of independent valuers registered in the PRC, on a depreciated replacement cost basis, and approved by the China State-owned Assets Administration Bureau.

F-42


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Subsequent to the 1996 revaluation, the property, plant and equipment of the Group are carried at revalued amount, being the fair value at the date of the revaluation less any subsequent accumulated depreciation and impairment losses. Revaluation is performed with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date. Based on a revaluation performed as of September 30, 2005, by Savills Valuation & Professional Services Limited, a firm of independent valuers, on a depreciated replacement cost basis, the carrying value of property, plant and equipment did not differ materially from their fair value. Consequently, no additional fair value adjustment was recorded during the year ended December 31, 2005.
     At December 31, 2005, the carrying amount of such revalued property, plant and equipment approximated the historical carrying value of such assets had they been stated at cost less accumulated depreciation and impairment losses.
(c) As of December 31, 2004 and 2005, certain aircraft of the Group with an aggregate carrying amount of approximately RMB23,562 and RMB30,408, respectively, were mortgaged under certain notes payable and lease agreements (Notes 27 and 28).
(d) In 2003, the Group entered into operating lease arrangements to lease certain flight training facilities and buildings to Zhuhai Xiang Yi Aviation Technology Company Limited (“Zhuhai Xiang Yi”), a jointly controlled entity of the Group. The leases with initial one-year term are automatically renewable for additional subsequent one year unless either party gives appropriate notice of termination. In this connection, rental income totaling RMB31, RMB31 and RMB31 was received by the Group for each of the years ended December 31, 2003, 2004 and 2005 in respect of the leases (Note 36). The carrying amount and accumulated depreciation of the relevant property, plant and equipment totaled RMB787 and RMB514 at December 31, 2004, and RMB862 and RMB664 at December 31, 2005, respectively. Depreciation of relevant property, plant and equipment recognized for each of the years ended December 31, 2003, 2004 and 2005 amounted to RMB55, RMB55 and RMB35, respectively. As of December 31, 2005, the Group’s total future minimum lease payments under non-cancellable operating leases were receivable within one year and amounted to RMB31.

F-43


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(e) The Group entered into two separate arrangements (the “Arrangements”) with certain independent third parties during each of 2002 and 2003. Under each of the Arrangements, the Group sold an aircraft and then immediately leased back the aircraft for an agreed period. The lease payment obligations, with pre-determined net present value, are to be satisfied solely out of the sale proceeds and such amount has been placed irrevocably by the Group in form of deposits and debt securities in favor of the lessor. The Group has an option to purchase the aircraft at a pre-determined date and an agreed purchase price to be satisfied by the balances of the deposits and debt securities outstanding at that date. In the event that the lease agreement is early terminated by the Group, the Group is liable to pay a pre-determined penalty to the lessor. Provided that the Group complies with the lease agreements, the Group is entitled to the continued possession and operation of the aircraft. Since the Group retains substantially all risks and rewards incident to ownership of the aircraft and enjoys substantially the same rights to their use as before the Arrangements, no adjustment has been made to the property, plant and equipment. As of December 31, 2004 and 2005, the net present value of the lease commitments and the corresponding defeased deposits and debt securities amounted to RMB2,462 and RMB2,376, respectively. As a result of the Arrangements, the Group received net cash benefit of RMB69 in 2003, which was recognized as income for 2003.
(f) As of December 31, 2005 and up to the date of approval of these consolidated financial statements, the Group is in the process of applying for the land use right certificates and property title certificates in respect of the properties located in the Guangzhou Baiyun International Airport, in which the Group has interests and for which such certificates have not been granted. As of December 31, 2004 and 2005, carrying value of such properties of the Group amounted to RMB2,319 and RMB2,316, respectively. The directors of the Company are of the opinion that the use of and the conduct of operating activities at the properties referred to above are not affected by the fact that the Group has not yet obtained the relevant land use right certificates and property title certificates.
22. CONSTRUCTION IN PROGRESS
         
  December 31,
  2004 2005
  RMB RMB
At January 1  1,630   565 
Additions  1,616   678 
Through the CNA/XJA Acquisitions  26    
Transfer to property, plant and equipment  (2,707)  (569)
         
At December 31  565   674 
         
     The construction in progress as of December 31, 2005 mainly related to projects at the Guangzhou, Jilin and Fuzhou airports, Shenzhen cargo centre and Beijing branch.

F-44


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
23. INTEREST IN AFFILIATED COMPANIES
         
  December 31,
  2004 2005
  RMB RMB
Share of net assets  429   142 
         
     Details of the Group’s principal affiliated companies are set out in Note 50, all of which are unlisted corporate entities.
     Summary financial information on affiliated companies:
                         
  100% Group’s effective interest
  December 31, December 31,
  2003 2004 2005 2003 2004 2005
  RMB RMB RMB RMB RMB RMB
Non-current assets      4,254   5,334       1,672   2,081 
Current assets      2,165   2,275       1,049   455 
Non-current liabilities      (2,918)  (3,897)      (1,290)  (1,520)
Current liabilities      (2,568)  (3,318)      (1,002)  (874)
                         
Net assets      933   394       429   142 
                         
                         
Revenues  1,756   2,676   3,314   682   1,042   1,318 
Expenses  (1,637)  (2,633)  (3,798)  (634)  (1,030)  (1,618)
Taxation  (6)  (5)  (39)  (3)  (2)  15 
                         
Income/(loss) for the year  113   38   (523)  45   10   (285)
                         
24. INTEREST IN JOINTLY CONTROLLED ENTITIES
         
  December 31, 
  2004  2005 
  RMB  RMB 
Share of net assets  782   805 
       
     Details of the Group’s principal jointly controlled entities are set out in Note 50, all of which are unlisted corporate entities.

F-45


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Summary financial information on jointly controlled entities:
             
  Group’s effective interest
  December 31,
  2003 2004 2005
  RMB RMB RMB
Non-current assets      845   920 
Current assets      794   877 
Non-current liabilities      (389)  (524)
Current liabilities      (468)  (468)
             
 
Net assets      782   805 
             
             
Revenues  545   762   1,115 
Expenses  (585)  (767)  (1,082)
Taxation  (6)  (11)  3 
             
 
(Loss)/income for the year  (46)  (16)  36 
             
25. DEFERRED TAX ASSETS/LIABILITIES
     Movements of net deferred tax (liabilities)/assets are as follows:
         
  December 31,
  2004 2005
  RMB RMB
At January 1  (398)  (287)
Credited to consolidated statements of operations (Note 13)  111   19 
         
 
At December 31  (287)  (268)
         

F-46


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     The deferred tax (liabilities)/assets as of December 31, 2004 and 2005 were made up of the following tax effects:
         
  December 31,
  2004 2005
  RMB RMB
Deferred tax assets:        
Tax losses  39   159 
Repair charges capitalized  254   275 
Accrued expenses  275   175 
Others  21   29 
         
         
Total deferred tax assets  589   638 
         
 
         
Deferred tax liabilities:        
Accrued expenses  75   58 
Depreciation allowances in excess of the related depreciation  752   832 
Others  49   16 
         
 
Total deferred tax liabilities  876   906 
         
         
   (287)  (268)
         
         
Net deferred tax asset recognized on the consolidated balance sheet  51   74 
 
Net deferred tax liability recognized on the consolidated balance sheet  (338)  (342)
         
         
   (287)  (268)
         

F-47


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     As of December 31, 2004 and 2005, the Group had tax losses for PRC income tax purposes totaling approximately RMB260 and RMB1,601. Such tax losses are available for carry forward to set off against future PRC assessable income for a maximum period of five years and will expire in 2011. In accordance with accounting policy set out in Note 2(r), as of December 31, 2004 and 2005, the Group has not recognized deferred tax assets in respect of tax losses to the extent of approximately Nil and RMB710 as it was determined by management that it is not probable that future taxable income against which the losses can be utilized will be available before they expire.
     As of December 31, 2004 and 2005, the Group has also not recognized deferred tax assets in respect of cumulative tax losses from operations in Hong Kong of approximately RMB303, as it is not probable that future taxable income against which the losses can be utilized will be available. The tax losses do not expire under current tax legislation.
26. OTHER ASSETS
     As of December 31, 2004 and 2005, other assets of the Group include lump sum housing benefits of RMB197 and RMB171, respectively. Further details are set out in Note 37.
     Movements of lump sum housing benefits are as follows:
         
  December 31,
  2004 2005
  RMB RMB
At January 1  223   197 
Amortization for the year  (26)  (26)
         
At December 31  197   171 
         
27.DEBT
Short-term notes payable
         
  December 31,
  2004 2005
  RMB RMB
Short-term notes payable  9,925   14,346 
Current installments of long-term notes payable  1,593   1,877 
         
   11,518   16,223 
         
     Borrowings under short-term notes payable are used primarily to finance working capital needs and are repayable in full on the respective due dates with interest rates ranging from 3.15% to 5.34% per annum. The Group’s weighted average interest rate on short-term notes payable was 1.60% and 4.83% per annum, respectively, as of December 31, 2004 and 2005.
     Short-term notes payable include certain notes payable of RMB2,611 which were renewed subsequent to December 31, 2005. The renewed notes payable are unsecured, bear interest at floating rates ranging from 3-month HIBOR/6-month LIBOR + 0.55% to 0.60% per annum and are repayable within one year from their respective renewal dates.
      In addition, the Group entered into new notes payable agreements totalling RMB2,671 subsequent to December 31, 2005. These new notes payable are unsecured and bear interest at floating rates ranging from 6-month LIBOR + 0.55% to 0.70% per annum with maturities through 2008.

F-48


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
Long-term notes payable
         
  December 31,
Interest rate and final maturity 2004 2005
  RMB RMB
Renminbi denominated notes payable
        
         
Non-interest bearing loan from a municipal government authority repayable on demand  3   3 
         
Floating interest rates ranging from 5.02% to 5.51% per annum as of December 31, 2005, with maturities through 2011  1,217   877 
         
United States Dollars denominated notes payable
        
         
Fixed interest rates ranging from 4.43% to 7.73% per annum as of December 31, 2005, with maturities through 2015  2,676   2,414 
         
Floating interest rates ranging from 3 months LIBOR + 0.70% to 0.90% per annum as of December 31, 2005, with maturities through 2012  1,426   3,610 
         
Floating interest rates ranging from 6 months LIBOR + 0.3% to 1.20% per annum as of December 31, 2005, with maturities through 2013  8,206   7,713 
         
   13,528   14,617 
         
Less: current installments  (1,593)  (1,877)
         
   11,935   12,740 
         
     As of December 31, 2004 and 2005, bank and other notes payable of the Group totaling RMB8,620 and RMB8,116, respectively, were secured by mortgages over certain of the Group’s aircraft with carrying amount of RMB11,927 and RMB11,735, respectively.

F-49


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     As of December 31, 2004 and 2005, certain bank and other notes payable were guaranteed by the following parties:
         
  December 31,
  2004 2005
  RMB RMB
Guarantors
        
         
Short-term notes payable
        
CSAHC  411   300 
         
Long-term notes payable
        
Industrial Commercial Bank of China  149   111 
Export-Import Bank of the United States  1,732   1,171 
Bank of China  291   155 
CSAHC  2,041   1,608 
Shenzhen Yingshun Investment Development Company Limited     22 
SA Finance  9   7 
         
   4,633   3,374 
         
     As of December 31, 2005, the Group had banking facilities with several PRC commercial banks for providing loan finance up to an approximate amount of RMB39,294. As of December 31, 2005, an approximate amount of RMB28,242 was utilized.
     As of December 31, 2004 and 2005, loans to the Group from SA Finance amounted to RMB256 and RMB300, respectively (Note 36(b)).

F-50


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     The aggregate annual maturities of long-term notes payable for each of the five years subsequent to December 31, 2005 and thereafter are as follows:
     
  RMB
Year ending December 31,
    
2006  1,877 
2007  4,316 
2008  2,156 
2009  1,435 
2010  660 
Thereafter  4,173 
     
   14,617 
     
     Included in bank and other loans are the following amounts denominated in a currency other than the functional currency of the entity to which they related:
         
  December 31,
  2004 2005
United States Dollars US$1,969 US$3,208
Hong Kong Dollars HK$2,678 HK$1,821
      

F-51


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
28. LEASE OBLIGATIONS
Capital leases
     The Group has commitments under capital lease agreements in respect of aircraft and related equipment. The majority of these leases have terms of 10 to 15 years expiring during the years 2006 to 2017.
     As of December 31, 2005, future payments under these capital leases are as follows:
             
  Payments *Interest Obligations
  RMB RMB RMB
Year ending December 31,
            
2006  4,030   657   3,373 
2007  3,423   493   2,930 
2008  3,016   408   2,608 
2009  1,684   307   1,377 
2010  1,050   238   812 
Thereafter  5,412   680   4,732 
             
   18,615   2,783   15,832 
             
             
Less: current installments of obligations under capital leases          (3,373)
             
           12,459 
             
*Interest rates ranging from 1.44% to 8.01% per annum
     As of December 31, 2004, future payments under these capital leases are as follows:
             
  Payments *Interest Obligations
  RMB RMB RMB
Year ending December 31,
            
2005  2,580   436   2,144 
2006  3,213   350   2,863 
2007  2,844   279   2,565 
2008  2,699   146   2,553 
2009  997   71   926 
Thereafter  722   30   692 
             
   13,055   1,312   11,743 
             
Less: current installments of obligations under capital leases          (2,144)
             
           9,599 
             
*Interest rates ranging from 1.92% to 8.48% per annum

F-52


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Under the terms of the leases, the Group has an option to purchase, at or near the end of the lease term, certain aircraft and flight equipment at either fair market value or a percentage of the respective lessor’s defined cost of the aircraft.
     Security, including charges over the assets concerned and relevant insurance policies, is provided to the lessors. As of December 31, 2004 and 2005, certain of the Group’s aircraft with carrying amount of RMB11,635 and RMB18,673, respectively were mortgaged to secure finance lease obligations RMB11,743 and RMB15,832, respectively.
     Included in obligations under capital leases are the following amounts denominated in a currency other than the functional currency of the entity to which they relate:
         
  December 31,
  2004 2005
United States Dollars US$958 US$1,556
Japanese Yen JPY47,840 JPY47,795
     
Operating leases
     As of December 31, 2005, future minimum lease payments under non-cancellable aircraft and flight equipment operating leases were as follows (principally denominated in U.S. dollars):
     
  RMB
Year ending December 31,
    
2006  3,340 
2007  2,881 
2008  2,785 
2009  2,609 
2010  2,523 
Thereafter  10,456 
     
 
Total minimum lease payments  24,594 
     

F-53


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     As of December 31, 2004, future minimum lease payments under non-cancellable aircraft and flight equipment operating leases were as follows (principally denominated in U.S. dollars):
     
  RMB
Year ending December 31,
    
2005  1,761 
2006  1,622 
2007  1,562 
2008  5,259 
2009  764 
Thereafter  1,782 
     
 
Total minimum lease payments  12,750 
     
29.TRADE AND BILLS PAYABLES
         
  December 31,
  2004 2005
  RMB RMB
Trade payables  1,554   3,033 
Bills payable  136   896 
         
   1,690   3,929 
         
     The following is the ageing analysis of trade and bills payables:
         
  December 31,
  2004 2005
  RMB RMB
Within 1 month  735   2,000 
More than 1 month but less than 3 months  431   1,225 
More than 3 months but less than 6 months  524   704 
         
   1,690   3,929 
         
     As of December 31, 2004 and 2005, the Group had an amount due to a fellow subsidiary of RMB838 and RMB859, respectively, which was included in trade and bills payables.
     All of the trade and bills payables are expected to be settled within one year.

F-54


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Included in trade and bills payables are the following amounts denominated in a currency other than the functional currency of the entity to which they relate:
         
  December 31,
  2004 2005
United States Dollars US$108  US$147 
30.AMOUNTS DUE FROM/TO RELATED COMPANIES
(a)Amounts due from related companies
         
  December 31,
  2004 2005
  RMB RMB
Jointly controlled entities  84
     The amounts due from related companies were unsecured, interest free and have no fixed terms of repayment.
(b)Amounts due to related companies
         
  December 31,
  2004 2005
  RMB RMB
CSAHC and its subsidiaries  2,094   12 
An affiliated company     5 
Jointly controlled entities  340   99 
         
   2,434   116 
         
     The amounts due to related companies were unsecured, interest free and have no fixed terms of repayment.

F-55


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
31.ACCRUED EXPENSES
         
  December 31,
  2004 2005
  RMB RMB
Jet fuel costs  743   686 
Operating lease charges  29   86 
Air catering expenses  192   132 
Salaries and welfare  349   193 
Lump sum housing benefits payable  108   92 
Repairs and maintenance  976   996 
Provision for major overhauls (Note 33)  75   151 
Landing and navigation fees  1,331   1,129 
Computer reservation services  195   190 
Interest expense  240   338 
Duties and levies  71   12 
Property management fee     37 
Others  242   208 
         
   4,551   4,250 
         
32.OTHER LIABILITIES
         
  December 31,
  2004 2005
  RMB RMB
CAAC Infrastructure Development fund  161   177 
Airport construction surcharge  316   542 
Airport tax  112   198 
Construction cost payable  864   793 
Advance payment on chartered flights  119   104 
Sales agent deposits  182   198 
Other tax payable  332   441 
Others  888   1,343 
         
   2,974   3,796 
         

F-56


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
33.PROVISION FOR MAJOR OVERHAULS
Details of provision for major overhauls in respect of aircraft held under operating leases are as follows:
         
  Year ended December 31,
  2004 2005
  RMB RMB
At January 1  200   359 
Provision for the year  89   129 
Through the CNA/XJA Acquisitions  70    
Amount utilized     (36)
         
         
At December 31  359   452 
Less: current portion included in accrued expenses (Note 31)  (75)  (151)
         
         
   284   301 
         
34.SHARE CAPITAL
         
  December 31,
  2004 2005
  RMB RMB
Registered, issued and paid up capital:        
2,200,000,000 domestic state-owned shares of RMB1.00 each  2,200   2,200 
1,174,178,000 H shares of RMB1.00 each  1,174   1,174 
1,000,000,000 A shares of RMB1.00 each  1,000   1,000 
         
   4,374   4,374 
         
     All the domestic state-owned, H and A shares rank pari passu in all material respects.
     As of December 31, 2004 and 2005, the retained earnings/accumulated loss of the Group included RMB81 and RMB(200), respectively, of undistributed earnings/losses of companies which are 50% or less owned by the Group and accounted for under the equity method.

F-57


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
35. RESERVES
         
  December 31, 
  2004  2005 
  RMB RMB
Share premium
        
At January 1 and December 31  5,325   5,325 
       
         
Statutory surplus reserve (Note (a))
        
At 1 January  361   402 
Transfer from retained earnings  41   8 
       
At December 31  402   410 
       
         
Statutory public welfare fund (Note (b))
        
At 1 January  173   193 
Transfer from retained earnings  20   5 
       
At December 31  193   198 
       
         
Discretionary surplus reserve (Note (c))
        
At 1 January  77   77 
Transfer from retained earnings     6 
       
At December 31  77   83 
       
         
Retained earnings/(accumulated loss)
        
At 1 January  1,586   1,477 
Loss for the year  (48)  (1,848)
Appropriations to reserves  (61)  (19)
       
At December 31  1,477   (390)
       
         
Total
  7,474   5,626 
       
(a) According to the PRC Company Law and the Articles of Association of the Company and certain of its subsidiaries, the Company and the relevant subsidiaries are required to transfer 10% of their annual net income after taxation, as determined under relevant PRC accounting rules and regulations, to a statutory surplus reserve until the reserve balance reaches 50% of the registered capital. The transfer to this reserve must be made before distribution of a dividend to shareholders.
     Statutory surplus reserve can be used to offset prior years’ losses, if any, and may be converted into share capital by the issue of new shares to shareholders in proportion to their existing shareholding or by increasing the par value of the shares currently held by them, provided that the balance after such issue is not less than 25% of the registered capital.

F-58


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(b) According to the PRC Company Law and the Articles of Association of the Company and certain of its subsidiaries, the Company and the relevant subsidiaries are required to transfer between 5% to 10% of their annual net income after taxation, as determined under PRC accounting rules and regulations, to the statutory public welfare fund. This fund can only be utilized on capital items for the collective benefits of the Company’s and the relevant subsidiaries’ employees such as the construction of dormitories, canteen and other staff welfare facilities. This fund is non-distributable other than in liquidation. The transfer to this fund must be made before distribution of a dividend to shareholders and is subject to respective shareholders’ approval.
(c) The appropriation of this reserve is subject to shareholders’ approval. The usage of this reserve is similar to that of statutory surplus reserve.
(d) Dividend distributions may be proposed at the discretion of the Company’s board of directors, after consideration of the transfers referred to above and making up cumulative prior years’ losses. Pursuant to the Articles of Association of the Company, the net income of the Company for the purpose of dividend distribution is deemed to be the lesser of (i) net income determined in accordance with the PRC accounting rules and regulations, and (ii) the net income determined in accordance with IFRSs; or if the financial statements of the Company are not prepared in accordance with IFRSs, the accounting standards of one of the countries in which its shares are listed. As of December 31, 2005, the Company did not have any distributable reserves.
36. RELATED PARTY TRANSACTIONS
     In addition to the balances discussed in Notes 16, 17, 21, 27, 29 and 30 to these consolidated financial statements, the Group entered into the following material related party transactions.
(a) Significant transactions with related companies
     The Group obtained various operational and financial services provided by CSAHC and its affiliates, and the Group’s affiliated companies and jointly controlled entities during the normal course of its business. In the past, CSAHC was under the direct control of the Civil Aviation Administration of China (the “CAAC”). However, such control has been shifted to the China State-owned Assets Administration Bureau since early 2003. Consequently, transactions with the CAAC and its affiliates beginning from 2003 are no longer presented as related party transactions of the Group.

F-59


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
Details of the significant transactions carried out are as follows:
               
    2003 2004 2005
  Note RMB RMB RMB
Expenses paid to CSAHC and its affiliates
              
               
Handling charges (i)  27   33   32 
Air catering supplies (ii)  90   170   173 
Wet lease rentals (iii)  36       
Commission expense (iv)  5   2   26 
Sundry aviation supplies (v)  43   66   88 
Lease charges for aircraft (vi)        10 
Lease charges for land and buildings (vii)  15   18   90 
Property management fee (viii)        28 
Housing benefits (ix)  85   85    
               
Expenses paid to affiliated companies and jointly controlled entities
              
               
Ground service expenses (x)        32 
Repairing charges (xi)  693   1,159   1,118 
Flight simulation service charges (xii)  101   100   126 
Interest expense (xiii)     3   37 
               
Income received from affiliated companies and jointly controlled entities
              
               
Rental income (xii)  31   31   31 
Interest income (xiii)  3   4   3 
               
Others
              
               
CNA/XJA Acquisitions (xiv)     15,522    
Operating expenses recharged to related companies (xv)     65    
Short term advances from CSAHC (xvi)  166       
Refund of medical benefit payments (xvii)  58       
(i)The Group acquires aircraft, flight equipment and other airline-related facilities through Southern Airlines (Group) Import and Export Trading Company (“SAIETC”), a wholly-owned subsidiary of CSAHC.

F-60


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(ii)The Group purchases certain inflight meals and related services from Shenzhen Air Catering Company Limited, a co-operative joint venture established in the PRC, in respect of which CSAHC is entitled to 33% of its income after tax, and Southern Airlines (Group) Catering Co., Ltd, a wholly owned subsidiary of CSAHC.
(iii)During 2003, wet lease rentals totaling RMB36, were paid to XJA, pursuant to a wet lease agreement in respect of a Boeing 757-200 aircraft effective October 2002. The wet lease agreement was terminated in April 2003.
(iv)Commission is earned by certain subsidiaries of CSAHC in connection with the air tickets sold by them on behalf of the Group. Commission is calculated based on a fixed rate ranging from 1.5% to 12% on the ticket value.
(v)Certain sundry aviation supplies are purchased from Southern Airlines (Group) Economic Development Company (“SAGEDC”), a subsidiary of CSAHC.
(vi)The Group leases an aircraft from China Southern Airlines (Group) Hainan Co., Ltd, a subsidiary of CSAHC.
(vii)The Group leases certain land and buildings in the PRC from CSAHC. Rental payments for land and buildings amounted to RMB2 (Note 21(a)) and RMB13, respectively, RMB2 (Note 21(a)) and RMB16, respectively, and RMB24 (Note 21(a)) and RMB66, respectively were paid to CSAHC in 2003, 2004 and 2005, respectively.
(viii)China Southern Airlines (Group) Property Management Co., Ltd, a subsidiary of CSAHC, provides property management services to the Group.
(ix)The Group paid a fixed annual fee of RMB85 to CSAHC from 1995 to 2004 in respect of the provision of quarters to the eligible employees of the Group (Note 37). No such payment was made in 2005.
(x)Airport ground service was provided by Beijing Southern Airlines Ground Services Company Limited, a jointly controlled entity of the Company.
(xi)The Group has a 50% equity interest in both Guangzhou Aircraft Maintenance Engineering Company Limited (“GAMECO”) and MTU Maintenance Zhuhai Co., Ltd (“MTU Zhuhai”), which provide comprehensive maintenance services to the Group.
(xii)The Group has a 51% equity interest in Zhuhai Xiang Yi, which provides flight simulation services to the Group. In addition, the Group entered into operating lease agreements to lease certain flight training facilities and buildings to Zhuhai Xiang Yi (Note 21(d)).

F-61


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(xiii)Interest income was received from deposits with SA Finance. The applicable interest rates are determined in accordance with the deposit rates published by the PBOC (Note 16).
The Group obtained loans from SA Finance. The interest rates ranged from 3.30% to 5.02% per annum during the year ended December 31, 2005.
(xiv)On December 31, 2004, the Group acquired the airline operations and certain related assets of CNA and XJA at a total consideration of RMB15,522, which was partly satisfied by assumption of debts and liabilities of CNA and XJA totalling RMB13,563 outstanding as of that date. The remaining consideration of RMB1,959 was fully paid in cash during 2005.
(xv)In 2004, the Group provided administrative services to CNA and XJA. Operating expenses amounted to RMB65 million were recharged to CNA and XJA on a cost basis.
(xvi)In 2003, CSAHC made short term advances to the Group. These advances were unsecured, interest free and fully repaid in 2004.
(xvii)Prior to January 1, 2002, the Group paid a fixed annual fee to CSAHC in return for CSAHC providing medical benefit, transportation subsidies and other welfare facilities to the retirees of the Group. Such arrangement was terminated on January 1, 2002. In 2003, CSAHC refunded RMB58 to the Group which represented the difference between the aggregate fixed annual fees received from the Group and the aggregate cost of services incurred by CSAHC under the above agreement.
     In addition to the above, certain subsidiaries of CSAHC also provided hotel and other services to the Group during the year. The total amount involved is not material to the results of the Group for the year.

F-62


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(b)Loans from SA Finance
Loans from SA Finance are unsecured and have the following terms:
             
      December 31, 
      2004  2005 
Interest rate Guarantee  RMB  RMB 
Floating interest rate at 90% of interest rates as published by the PBOC, repayable within 1 year No guarantee  76    
             
Floating interest rate at 90% of interest rates as published by the PBOC, repayable within 1 year Guaranteed by CSAHC  180   300 
           
       256   300 
           
(c)Key management personnel remuneration
Remuneration for key management personnel is as follows:
         
  December 31, 
  2004  2005 
  RMB  RMB 
Short-term employees benefits  6,748   5,926 
Post-employment benefits  182   221 
       
   6,930   6,147 
       
Directors and supervisors  4,684   3,461 
Senior management  2,246   2,686 
       
   6,930   6,147 
       
Total remuneration is included in “staff costs” (Note 11).
(d)The Group participates in various defined contribution retirement plans organized by municipal and provincial governments for its staff. Details of the Group’s employee benefits plan are disclosed in Note 37.

F-63


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(e) Transactions with other state-owned enterprises
     The Group is a state-owned entity and operates in an economic regime currently predominated by state-owned entities. Apart from transactions with CSAHC and its affiliates, the Group conducts a majority of its business activities with entities directly or indirectly owned or controlled by the PRC government and numerous government authorities and agencies (collectively referred to as “state-owned entities”) in the ordinary course of business. These transactions, which include sales and purchase of goods and ancillary materials, rendering and receiving services, lease of assets, purchase of property, plant and equipment and obtaining finance, are carried out at terms similar to those that would be entered into with non-state-owned entities and have been reflected in these financial statements. The management believes that it has provided meaningful disclosure of related party transactions as summarized above.
37. RETIREMENT AND HOUSING BENEFITS
     Employees of the Group participate in several defined contribution retirement schemes organized separately by PRC municipal governments in regions where the major operations of the Group are located. The Group is required to contribute to these schemes at the rates ranging from 14% to 20% during the year ended December 31, 2004 and 9% to 20% during the year ended December 31, 2005, respectively, of salary costs including certain allowances. A member of the retirement schemes is entitled to pension benefits equal to a fixed proportion of the salary at the retirement date. The retirement benefit obligations of all existing and future retired staff of the Group are assumed by these schemes.
     In addition, the Group was selected as one of the pilot enterprises to establish a supplementary defined contribution retirement scheme for the benefit of employees. In this connection, employees of the Group participate in a supplementary defined contribution retirement scheme whereby the Group is required to make defined contributions at rates ranging from 3% to 5% of total salaries. The Group has no obligation for the payment of pension benefits beyond the contributions described above.
     Furthermore, pursuant to the comprehensive services agreement (the “Services Agreement”) dated May 22, 1997 between the Company and CSAHC, CSAHC provided quarters to eligible employees of the Group. In return, the Group paid a fixed annual fee of RMB85 to CSAHC for a ten-year period from 1995 to 2004. The agreement expired by December 31, 2004 and no further payment was made in 2005.

F-64


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Pursuant to an additional staff housing benefit scheme effective September 2002, the Group agreed to pay lump sum housing allowances to certain employees who have not received quarters from CSAHC or the Group according to the relevant PRC housing reform policy, for subsidizing their purchases of houses. An employee who quits prior to the end of the vesting benefit period is required to pay back a portion of the lump sum housing benefits determined on a pro-rata basis of the benefit vesting period. The Group has the right to effect a charge on the employee’s house and to enforce repayment through selling the house in the event of default in repayment. Any shortfall in repayment would be charged against consolidated statements of operations. As at December 31, 2004 and 2005, the Group had made payments totaling RMB152 and RMB168, respectively, under the scheme and recorded its remaining contractual liabilities totaling RMB108 and RMB92, respectively, as accrued expenses on the consolidated balance sheets. Housing allowances are payable when applications are received from eligible employees.
38. SEGMENTAL INFORMATION
     The Group operates principally as a single business segment for the provision of air transportation services. The analysis of turnover and operating income/(loss) by geographical segment is based on the following criteria:
(i)Traffic revenue from domestic services within the PRC (excluding Hong Kong and Macau) is attributed to the domestic operation. Traffic revenue from inbound/outbound services between the PRC and Hong Kong/Macau, and the PRC and overseas destinations is attributed to the Hong Kong and Macau operation and international operation respectively.
(ii)Other revenue from ticket selling, general aviation and ground services, air catering and other miscellaneous services is attributed on the basis of where the services are performed.
                 
      Hong Kong       
  Domestic  and Macau  International*  Total 
  RMB  RMB  RMB  RMB 
2003
                
Traffic revenue  13,087   808   3,070   16,965 
Other operating revenue  436      69   505 
             
Turnover  13,523   808   3,139   17,470 
             
Operating income/(loss)  440   (29)  45   456 
Depreciation and amortization  1,581   85   372   2,038 
 
Significant non-cash items other than depreciation and amortization:                
 
Impairment losses for trade and other receivables  12         12 

F-65


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
                 
      Hong Kong       
  Domestic  and Macau  International*  Total 
  RMB  RMB  RMB  RMB 
2004
                
Traffic revenue  17,742   1,180   4,422   23,344 
Other operating revenue  630         630 
             
                 
Turnover  18,372   1,180   4,422   23,974 
             
                 
Operating income  650   67   192   909 
                 
Depreciation and amortization  1,876   99   438   2,413 
                 
Significant non-cash items other than depreciation and amortization:                
                 
Impairment losses for trade and other receivables  27         27 
                 
2005
                
Traffic revenue  29,533   1,298   6,588   37,419 
Other operating revenue  874         874 
             
                 
Turnover  30,407   1,298   6,588   38,293 
             
 
Operating loss  (282)  (97)  (926)  (1,305)
                 
Depreciation and amortization  3,663   139   638   4,440 
 
Significant non-cash items other than depreciation and amortization:                
                 
Write-down of inventories        209   209 
*Asian market accounted for approximately 70%, 67% and 74%, respectively, of the Group’s total international traffic revenue for the years ended December 31, 2003, 2004 and 2005. The remaining portion was mainly derived from the Group’s flights to/from European, North American and Australian regions.
     The major revenue-earning assets of the Group are its aircraft fleet, all are registered in the PRC. Since the Group’s aircraft fleet is employed flexibly across its route network, there is no suitable basis of allocating such assets to geographic segments. Most of the Group’s non-aircraft assets are located in the PRC.
39. MATERIAL NON-CASH TRANSACTIONS
     During 2004, the Group acquired the airline operation and related assets of CNA and XJA at a total consideration of RMB15,522, which was partially satisfied by assumption of debts and liabilities of CNA and XJA totalling RMB13,563 outstanding as of December 31, 2004. Details are set out in Note 40.
     During 2005, aircraft acquired under capital leases amounted to RMB6,938.

F-66


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
40. EFFECT OF THE CNA/XJA ACQUISITIONS
(a) Supplementary information for consolidated statements of cash flows
             
  Year ended December 31, 
  2003  2004  2005 
  RMB  RMB  RMB 
Assets acquired:            
 
Property, plant and equipment, net     12,980    
Inventories     729    
Trade receivables     314    
Cash and cash equivalents     398    
Other assets     1,101    
          
      15,522    
          
Liabilities assumed:            
             
Notes payable     4,587    
Obligations under capital leases     6,125    
Trade payables     343    
Accrued expenses     1,475    
Other liabilities     1,033    
          
      13,563    
          
Net identifiable assets and liabilities     1,959    
          
             
Cash consideration payable and not yet settled at December 31, 2004     1,959    
          
             
Net cash inflow from acquisitions - - cash and cash equivalents acquired     398    
          

F-67


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     (b) Had the CNA/XJA Acquisitions been effected on January 1, 2004, results of operations of the Group for the year ended December 31, 2004 are as follows:
             
  The Group  Results of    
  (without effect  airline    
  of CNA/XJA  operations    
  Acquisitions)  of CNA/XJA  Combined 
  RMB  RMB  RMB 
Turnover  23,974   10,057   34,031 
          
Income for the year  155   170   325 
          
41.FINANCIAL INSTRUMENTS
     Financial assets of the Group include cash and cash equivalents, other investments, trade receivables, other receivables, other current assets and amounts due from related companies. Financial liabilities of the Group include notes payable, obligations under capital leases, trade and bills payables, amounts due to related companies, taxes payable and other liabilities.
Liquidity risk
     As at December 31, 2005, the Group’s current liabilities exceeded its current assets by RMB25,907. For the year ended December 31, 2005, the Group recorded a net cash inflow from operating activities of RMB3,835, a net cash outflow from investing activities and financing activities of RMB4,017, and a decrease in cash and cash equivalents of RMB182.
     In 2006 and thereafter, the liquidity of the Group is primarily dependent on its ability to maintain adequate cash inflow from operations to meet its debt obligations as they fall due, and on its ability to obtain adequate external finance to meet its committed future capital expenditures. The Group has obtained firm commitments from its principal bankers to renew its short-term notes payable outstanding at December 31, 2005 when they fall due during 2006. Subsequent to December 31, 2005, the Group renewed short-term notes payable outstanding of RMB2,611 (Notes 27). The directors of the Company believe that sufficient financing will be available to the Group.
     The directors of the Company have carried out a detailed review of the cash flow forecast of the Group for the twelve months ending December 31, 2006. Based on such forecast, the directors have determined that adequate liquidity exists to finance the working capital and capital expenditure requirements of the Group during that period. In preparing the cash flow forecast, the directors have considered historical cash requirements of the Group as well as other key factors, including the availability of the above-mentioned loan finance which may impact the operations of the Group during the next twelve-month period. The directors are of the opinion that the assumptions and sensitivities which are included in the cash flow forecast are reasonable. However, as with all assumptions in regard to future events, these are subject to inherent limitations and uncertainties and some or all of these assumptions may not be realized.

F-68


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
Interest rate risk
     The interest rates and maturity information of the Group’s notes payable, and maturity information of the Group’s capital leases obligations are disclosed in Notes 27 and 28, respectively.
Foreign currency risk
     The Renminbi is not freely convertible into foreign currencies. All foreign exchange transactions involving Renminbi must take place either through the PBOC or other institutions authorized to buy and sell foreign exchange or at a swap center.
     The Group currently maintains bank accounts in currencies other than the Renminbi to engage in foreign exchange transactions. The amount of foreign exchange that can be retained by the Group under this system is determined by the State Administration of Foreign Exchange (“SAFE”) based on the Group’s expected payment obligations in foreign currencies for lease and debt payments and for dividends. Any amounts of foreign exchange that the Group receives in excess of such amount must be converted into Renminbi at the rate prevailing in the PRC inter-bank market. The Group will have access to foreign currency through the inter-bank system, subject to the approval of the SAFE, to satisfy its foreign exchange requirements where these exceed the amount of foreign exchange that the Group has retained.
     The Group has significant exposure to foreign currency as substantially all of the Group’s lease obligations and notes payable are denominated in foreign currencies, principally US dollars, and to a lesser extent, Japanese Yen. Depreciation or appreciation of the Renminbi against foreign currencies affects the Group’s results significantly because the Group’s foreign currency payments generally exceed its foreign currency receipts. The Group is not able to hedge its foreign currency exposure effectively other than by retaining its foreign currency denominated earnings and receipts to the extent permitted by the SAFE, or subject to certain restrictive conditions, entering into forward foreign exchange contracts with authorized PRC banks.
     On July 21, 2005, the PBOC announced that the PRC government reformed the exchange rate regime by moving into a managed floating exchange rate regime based on market supply and demand with reference to a basket of foreign currencies. In particular, the exchange rate of US dollar against Renminbi was adjusted upward to 8.11 yuan per US dollar with effect from the close of business on July 21, 2005.
Credit risk
     Substantially all of the Group’s cash and cash equivalents are deposited with PRC financial institutions, which management believes are of high credit quality.

F-69


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     A significant portion of the Group’s air tickets are sold by agents participating in the Billing and Settlement Plan (“BSP”), a clearing scheme between airlines and sales agents organized by International Air Transportation Association which has insignificant credit risk to the Group. As of December 31, 2004 and 2005, the balance due from BSP agents amounted to RMB411 and RMB782, respectively. The credit risk exposure to BSP and the remaining trade receivables balance has been monitored by the Group on an ongoing basis and the impairment losses for bad and doubtful accounts have been within management’s expectations.
Fair value
(a) All financial instruments are carried at amounts not materially different from their fair values as of December 31, 2004 and 2005 except the following:
                 
  December 31, 
  2004  2005 
  Carrying  Fair  Carrying  Fair 
  amount  value  amount  value 
  RMB  RMB  RMB  RMB 
Notes payable  23,453   23,665   28,963   28,989 
             
     The following methods and assumptions were used to estimate the fair value for each class of financial instrument:
(i)Cash and cash equivalents, short term investments, trade receivables, other receivables and other current assets. Obligation under capital leases, trade and bills payables, taxes payable and other liabilities.
     The carrying values approximate their fair values because of the short maturities of these instruments.
(ii) Notes payable
     The fair value has been estimated by applying a discounted cash flow approach using interest rates available to the Group for similar indebtedness.
(iii)Fair value estimates are made at a specific point in time and based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
(b) The economic characteristics of the Group’s capital leases vary from lease to lease. It is impractical to compare such leases with those prevailing in the market within the constraints of timeliness and cost for the purpose of estimating the fair value of such leases.

F-70


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
42.COMMITMENTS
(a)Capital commitments
     At December 31, 2005, the Group had capital commitments as follows:
         
  2004  2005 
  RMB  RMB 
Commitments in respect of aircraft and flight equipment        
— authorized and contracted for  11,776   45,628 
— authorized but not contracted for  13,571    
       
   25,347   45,628 
       
         
Commitments in respect of investments in the Guangzhou new airport        
— authorized and contracted for  110   79 
— authorized but not contracted for  714   761 
       
   824   840 
       
         
Other commitments        
— authorized and contracted for  132   11 
— authorized but not contracted for  568   1,324 
       
   700   1,335 
       
   26,871   47,803 
       

F-71


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     At December 31, 2005, the Group had on order 82 aircraft and certain flight equipment, scheduled for deliveries in 2006 to 2010. Deposits of RMB6,351 million have been made towards the purchase of these aircraft and related equipment. As of December 31, 2005, the approximate total future payments, including estimated amounts for price escalation through anticipated delivery dates for these aircraft and flight equipment are as follows:
         
  2004  2005 
  RMB  RMB 
2005  8,748    
2006  2,996   7,341 
2007  32   8,945 
2008     14,354 
2009     5,300 
2010     9,688 
       
   11,776   45,628 
       
     At December 31, 2005, the Group’s attributable share of the capital commitments of jointly controlled entities was as follows:
         
  2004  2005 
  RMB  RMB 
Authorized and contracted for      
Authorized but not contracted for  156   74 
       
   156   74 
       
(b) Investing commitments
     At December 31, 2005, the Group committed to make capital contributions in respect of:
         
  2004  2005 
  RMB  RMB 
Subsidiaries  181    
Jointly controlled entities  83   83 
       
   264   83 
       

F-72


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
43.CONTINGENCIES
     (a) Pursuant to the Reorganization of CSAHC effected in 1995 (Note 1), the Company assumed the airline and airline-related businesses together with the relevant assets and liabilities from CSAHC. The Company has been advised by its PRC lawyers that, except for liabilities constituting or arising out of or relating to the businesses assumed by the Company in the Reorganization, no other liabilities were assumed by the Company, and the Company is not jointly and severally liable for other debts and obligations incurred by CSAHC prior to the Reorganization. There are not, however, any definitive PRC regulations or other pronouncements confirming such conclusion.
     (b) The Group leases from CSAHC certain land in Guangzhou and certain land and buildings in Wuhan and Haikou. The Group has a significant investment in buildings and other leasehold improvements located on such land. However, such land in Guangzhou and such land and buildings in Wuhan and Haikou lack adequate documentation evidencing CSAHC’s rights thereto.
     The Group cannot predict the magnitude of the effect on its financial condition or results of operations to the extent that their uses of one or more of the above parcels of land or the related facilities were successfully challenged. Pursuant to an indemnification agreement dated May 22, 1997 entered into between the Company and CSAHC, CSAHC has agreed to indemnify the Group against any loss or damage caused by any challenge or interference with the Group’s use of any of its land and buildings.
44.SUBSEQUENT EVENT
      From April 20, 2006 to May 31, 2006, the Group entered into additional new notes payable agreements totalling RMB3,808. These additional new notes payable are unsecured, bear interest at floating rates ranging from 6-month LIBOR + 53% to 55% per annum and repayable one year from their respective origination dates.
45.COMPARATIVE FIGURES
     Certain comparative figures have been adjusted or re-classified as a result of the changes in accounting policies. Further details are disclosed in Note 3.
46.PARENT AND ULTIMATE HOLDING COMPANY
     As of December 31, 2005, the directors of the Company consider the parent and ultimate holding company of the Group to be CSAHC, a state-owned enterprise established in the PRC. This entity does not produce financial statements available for public use.

F-73


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
47.ACCOUNTING ESTIMATES AND JUDGMENTS
     The Groups’ financial position and results of operations are sensitive to accounting methods, assumptions and estimates that underlie the preparation of the financial statements. The Group bases the assumptions and estimates on historical experience and on various other assumptions that the Group believes to be reasonable and which form the basis for making judgments about matters that are not readily apparent from other sources. On an on-going basis, management evaluates its estimates. Actual results may differ from those estimates as facts, circumstances and conditions change.
     The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in condition and assumptions are factors to be considered when reviewing the financial statements. The principal accounting policies are set forth in Note 2.2 to the consolidated financial statements. The Group believes that the following critical accounting policies involve the most significant judgments and estimates used in the preparation of theour financial statements.
 Impairments
Impairment for long-lived assets
 
If circumstances indicate that the net book value of a long-lived asset may not be recoverable, this asset may be considered “impaired”, and an impairment loss may be recognized in accordance with IAS 36 “Impairment of Assets”. The carrying amounts of long-lived assets are reviewed periodically in order to assess whether the recoverable amounts have declined below the carrying amounts. These assets are tested for impairment whenever events or changes in circumstances indicate that their recorded carrying amounts may not be recoverable. When such a decline has occurred, the carrying amount is reduced to recoverable amount. The recoverable amount is the greater of the net selling price and the value in use. In determining the value in use, expected cash flows generated by the asset are discounted to their present value, which requires significant judgment relating to level of traffic revenue and amount of operating costs. The Group uses all readily available information in determining an amount that is a reasonable approximation of recoverable amount, including estimates based on a reasonable and supportable assumptions and projections of traffic revenue and amount of operating costs.
 
Depreciation
 
Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives, after taking into account the estimated residual value. The Group reviews the estimated useful lives of the assets regularly in order to determine the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the Group’s historical experience with similar assets and taking into account anticipated technological changes. The depreciation expense for future periods is adjusted if there are significant changes from previous estimates.
Impairment of trade receivables
The Group maintains an impairment loss for doubtful accounts for estimated losses resulting from the inability of the debtors to make required payments. The Group bases the estimates of future cash flows on the ageing of the trade receivables balance, debtors’ credit-worthiness, and historical write-off experience. If the financial condition of the debtors were to deteriorate, actual write-offs would be higher than estimated.

36


Recently Pronounced International Financial Reporting Standards

Information relating to the recently pronounced IFRSs is presented in Note 50 to the consolidated financial statements.

Overview
In 2007, the booming domestic economic development directly led to the rapid development momentum of the air transportation business. Under the precondition of ensuring flight safety, the Group continued to improve its corporate governance and business model. However, due to fierce competition in the industry and skyrocketing fuel prices, the Group was faced with comparatively significant cost pressures. The Group dealt with such pressures by optimizing the structure of flight routes and the composition of fleet, increasing its overall revenue, taking a series of fuel saving measures and utilizing financial derivatives. The Group continued to reinforce financial budget management and cost control. It also improved the performance-assessment-by-objective mechanism geared towards operating efficiency of the flight routes network. All of these helped to realize a satisfactory improvement in operating standards and results benchmarks of the Company.

Nevertheless, the Group is facing pressures on its operations due to the result of the sub-prime crisis in the US, the slowing down of the world economy, the contractionary credit policies of the People’s Bank of China, fierce competition in the aviation industry and the rise of fuel prices.

Since July 21, 2005, the PRC Government has begun to adopt a managed floating exchange rate system based on market supply and demand of currencies, which is subject to adjustments with reference to a basket of currencies. The exchange rate of Renminbi would no longer be pegged to the U.S. dollar only and a more flexible exchange rate system was established. The exchange rate of U.S. dollar and RMB was at USD1.00: RMB7.3046. Because the Group finances its aircraft acquisitions mainly through finance leases or bank loans in U.S. dollars, and there are a substantial amount of transactions and obligations denominated in U.S. dollars in relation to its global purchases of jet fuel, lease and purchase of aviation equipment as well as major repairs, in addition to the landing fees of its international flights in the airports of other countries, the Group benefited from the RMB appreciation. RMB appreciation has brought a one-off exchange gain to the Group and reduced its operating costs which are denominated in foreign currencies. However, RMB appreciation also presents the Group with a challenge in price competition in international route operations.
According to the Notice of the NDRC and the CAAC on Issues Relating to Introduction of the Fuel Surcharge for Domestic Routes, domestic airlines imposed fuel surcharges for all the domestic routes (excluding those from the mainland PRC to Hong Kong and Macau) with effect from August 1, 2005 (based on flight time). On February 16, 2006, the NDRC and CAAC released a supplementary document on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes, stating that due to the rising jet fuel price, the period of imposition of fuel surcharge by airlines was extended. The NDRC and CAAC released separate supplementary documents on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes on March 28, 2006 and September 1, 2006, respectively, thereby adjusting the amount of fuel surcharges in a range of RMB20 to RMB60 per passenger for distance, flown less than 800 kilometers, and in a range of RMB40 to RMB100 for distance, exceeding 800 kilometers, during the period temporarily from April 10, 2006 to October 10, 2006. On January 21, 2007, the NDRC and CAAC released additional supplementary documents on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes, thereby adjusting the amount of fuel surcharges from RMB60 to RMB50 per passenger for distance, flown less than 800 kilometers, and from RMB100 to RMB80 for distance exceeding 800 kilometers. On November 5, 2007, the NDRC and CAAC released additional supplementary documents on Issues Relating to the Introduction of Fuel Surcharge for Domestic Routes, thereby adjusting the amount of fuel surcharges from RMB50 to RMB60 per passenger for distance, flown less than 800 kilometers, and from RMB80 to RMB100 for distance exceeding 800 kilometers. The introduction of fuel surcharge, and the extension of the duration of the same will help relieve, to a certain extent, the burden of high jet fuel cost, on the Group.
The Group’s operating revenue is substantially dependent on the passenger and cargo traffic volume carried, which is subject to seasonal and other changes in traffic patterns, the availability of appropriate time slots for the Group’s flights and alternative routes, the degree of competition from other airlines and alternate means of transportation, as well as other factors that may influence passenger travel demand and cargo and mail volume. In particular, the Group’s airline revenue is generally higher in the second and third quarters than in the first and fourth quarters.

37


Like most airlines, the Group is subject to a high degree of financial and operating leverage. A significant percentage of the Group’s operating expenses are fixed costs that do not vary proportionally based on the Group’s yields or the load factors. These fixed costs include depreciation expense, jet fuel costs, landing and navigation fees, financing costs, operating lease payments, aircraft maintenance costs and labor for flight crew, cabin crew and ground personnel. Thus, a minor change in the Group’s yields or load factors would have a material effect on the Group’s results of operations. In addition, certain of these expenses, primarily financing costs and operating lease payments, labor costs and depreciation do not vary based on the number of flights flown. Thus, the Group’s operating results can also be substantially affected by minor changes in aircraft utilization rates. The Group is and will continue to be highly leveraged with substantial obligations denominated in foreign currencies and, accordingly, the results of its operations are significantly affected by fluctuations in foreign exchange rates, particularly for the U.S. dollar and the Japanese yen. The Group recognized a net exchange gain of RMB2,832 million and RMB1,492 million in 2007 and 2006, respectively. These amounts represented mainly unrealized exchange differences resulting from the retranslation of the foreign currency borrowings.

A number of other external variables, including political and economic conditions in China, tend to have a major impact on the Group’s performance. The Group’s financial performance is also significantly affected by factors arising from operating in a regulated industry. As substantially all aspects of the Group’s airline operations are regulated by the PRC government, the Group’s operating revenues and expenses are directly affected by the PRC government’s policies with respect to domestic air fares, jet fuel prices and landing and navigation fees, among others. The nature and extent of airline competition and the ability of Chinese airlines to expand are also affected by CAAC’s control over route allocations. Any changes in the PRC government’s regulatory policies or any implementation of such policies could have a significant impact on the Group’s future operations and its ability to implement its operating strategy.
The following table sets forth certain financial information and operating data by geographic region for the years ended December 31, 2007, 2006 and 2005:

Traffic
 
Year ended December 31,
 
2007 vs. 2006
 
2006 vs. 2005
 
  
 
2007
 
 
2006
 
 
2005
 
% increase
(decrease)
 
% increase
(decrease)
 
RPK (million)                
Domestic  
68,369
  
58,128
  
51,472
  
17.6
  
12.9
 
Hong Kong and Macau  1,180  1,541  1,549  (23.4) (0.5)
International  12,178  9,913  8,902  22.8  11.4 
Total  81,727  69,582  61,923  17.5  12.4 
RTK (million)             
Domestic  7,219  6,226  5,571  15.9  11.8 
Hong Kong and Macau  115  156  159  (26.3) (1.9)
International  1,916  1,689  1,554  13.4  8.7 
Total  9,250  8,071  7,284  14.6  10.8 
Passengers carried (thousand)             
Domestic  51,326  44,225  39,545  16.1  11.8 
Hong Kong and Macau  1,339  1,545  1,556  (13.3) (0.7)
International  4,238  3,436  3,018  23.3  13.9 
Total  56,903  49,206  44,119  15.6  11.5 
Cargo and mail carried (thousand tons)             
Domestic  733  674  639  8.8  5.5 
Hong Kong and Macau  12  16  19  (25.0) (15.8)
International  127  129  117  (1.6) 10.3 
Total  872  819  775  6.5  5.7 

38


Capacity
 
Year ended
December 31,
 
2007 vs. 2006
% increase
(decrease)
 
2006 vs. 2005
% increase
(decrease)
 
  
2007
 
2006
 
2005
     
ASK (million)                  
Domestic  89,452  79,773  72,107  12.1  10.6 
Hong Kong and Macau  1,881  2,459  2,656  (23.5) (7.4)
International  18,400  14,827  13,598  24.1  9.0 
Total  109,733  97,059  88,361  13.1  9.8 
ATK (million)
Domestic
  10,440  9,311  8,352  12.1  11.5 
Hong Kong and Macau  210  289  315  (27.3) (8.3)
International  3,558  3,056  2,842  16.4  7.5 
Total  14,208  12,656  11,509  12.3  10.0 
Load Factors
             
Passenger load factor (RPK/ASK) (%)             
Domestic  76.4  72.9  71.4  4.8  2.1 
Hong Kong and Macau  62.7  62.7  58.3  0.0  7.5 
International  66.2  66.9  65.5  (1.0) 2.1 
Overall  74.5  71.7  70.1  3.9  2.3 
Overall load factor (RTK/ATK) (%)             
Domestic  69.1  66.9  66.7  3.3  0.3 
Hong Kong and Macau  55.1  54.0  50.4  2.0  7.1 
International  53.8  55.3  54.7  (2.7) 1.1 
Overall  65.1  63.8  63.3  2.0  0.8 
Yield
             
Yield per RPK (RMB)             
Domestic  0.60  0.59  0.55  1.7  7.3 
Hong Kong and Macau  0.91  0.80  0.77  13.8  3.9 
International  0.63  0.62  0.56  1.6  10.7 
Overall  0.61  0.60  0.55  1.7  9.1 
Yield per RTK (RMB)             
Domestic  5.89  5.74  5.30  2.6  8.3 
Hong Kong and Macau  9.91  8.52  8.18  16.3  4.2 
International  5.03  4.77  4.24  5.5  12.5 
Overall  5.76  5.59  5.14  3.0  8.8 
Financial
             
Passenger revenue (RMB million)
 
             
Domestic  40,818  34,174  28,182  19.4  21.3 
Hong Kong and Macau  1,074  1,230  1,194  (12.7) 3.0 
International  7,708  6,145  4,952  25.4  24.1 
Total  49,600  41,549  34,328  19.4  21.0 
Cargo and mail revenue (RMB million)  3,697  3,538  3,091  4.5  14.5 
Operating Results
The historical results of operations discussed below may not be indicative of the Group’s future operating performance. In addition to the factors discussed under “Overview” above, the Group’s future operations will be affected by, among other things, changes in the aviation market, the cost of jet fuel, aircraft acquisition and leasing costs, aircraft maintenance expenses, take-off and landing charges, wages, salaries and benefits and other operating expenses, foreign exchange rates and the rates of income taxes paid.
39

2007 compared with 2006

The profit attributable to equity shareholders of the Company increased from RMB188 million in 2006 to RMB1,871 million in 2007. The scale of operations increased as a result of steady growth in China’s economy and strong demand for air transportation. The Group’s operating revenue increased by RMB8,283 million or 17.9% from RMB46,219 million in 2006 to RMB54,502 million in 2007. Passenger load factor increased by 2.8 percentage point, from 71.7% in 2006 to 74.5% in 2007. Passenger yield (in passenger revenue per RPK) increased by 1.7% to RMB0.61. Average yield (in traffic revenue per RTK) increased by 3.0% from RMB5.59 in 2006 to RMB5.76 in 2007. Operating expenses increased by RMB7,106 million or 15.5% from RMB45,907 million in 2006 to RMB53,013 million in 2007. As a result of improved passenger load factor and average yield, operating income was increased by RMB974 million, from RMB645 million in 2006 to RMB1,619 million in 2007. The Group’s net non-operating income was RMB1,304 million as compared to net non-operating expenses of RMB288 million in 2006. The improvement in non-operating result was mainly attributable to the net effect of increase in exchange gain of RMB1,340 million, increase in fuel derivatives profit of RMB109 million, increase in share of results of associates and jointly controlled entities of RMB60 million and increase in interest expense of RMB221 million.

Operating revenue

Substantially all of the Group’s operating revenue is attributable to airline and airline related operations. Traffic revenue accounted for 97.8% and 97.6% of total operating revenue in 2007 and 2006, respectively. Passenger revenue and, cargo and mail revenue accounted for 93.1% and 6.9%, respectively, of total traffic revenue in 2007. The other operating revenue is mainly derived from commission income, income from general aviation operations, fees charged for ground services rendered to other Chinese airlines and air catering services.
The increase in operating revenue was primarily due to a 19.4% rise in passenger revenue from RMB41,549 million in 2006 to RMB49,600 million in 2007 resulting from increased traffic volume. The total number of passengers carried increased by 15.6% to 56.90 million passengers in 2007. RPKs increased by 17.5% from 69,582 million in 2006 to 81,727 million in 2007, primarily as a result of the increase in passengers carried. Passenger yield increased slightly by RMB0.01.
Domestic passenger revenue, which accounted for 82.3% of the total passenger revenue in 2007, increased by 19.4% from RMB34,174 million in 2006 to RMB40,818 million in 2007. Domestic passenger traffic in RPKs increased by 17.6%, mainly due to an increase in passengers carried. Domestic passenger yield increased from RMB0.59 in 2006 to RMB 0.60 in 2007.
Hong Kong and Macau passenger revenue, which accounted for 2.2% of total passenger revenue, decreased by 12.7% from RMB1,230 million in 2006 to RMB1,074 million in 2007. Owing to the keen competition in Hong Kong and Macau routes, the Group scheduled certain flight capacity to other domestic and international routes in 2007. For Hong Kong and Macau flights, passenger traffic in RPKs decreased by 23.4%, while passenger capacity in ASKs decreased by 23.5%, resulting in the passenger load factor of 62.7%, which is unchanged from 2006. Passenger yield increased from RMB0.80 in 2006 to RMB0.91 in 2007 mainly caused by the decrease of long distance routes such as Hong Kong - Beijing. Generally, long distance routes have a lower yield than short distance ones.
International passenger revenue, which accounted for 15.5% of total passenger revenue, increased by 25.4% from RMB6,145 million in 2006 to RMB7,708 million in 2007. For international flights, passenger traffic in RPKs increased by 22.8%, while passenger capacity in ASKs increased by 24.1%, resulting in decrease of a 0.7 percentage point in passenger load factor from 2006. Passenger yield increased by 1.6% from RMB0.62 in 2006 to RMB0.63 in 2007 mainly resulted from the continued growth of demand for international flights in the PRC.

Cargo and mail revenue, which accounted for 6.9% of the Group’s total traffic revenue and 6.8% of total operating revenue, increased by 4.5% from RMB3,538 million in 2006 to RMB3,697 million in 2007. The increase was attributable to the increasing traffic demand.

Other operating revenue increased by 6.4% from RMB1,132 million in 2006 to RMB1,205 million in 2007. The increase was primarily due to the general growth in income from various auxiliary operations.
Operating expenses
Total operating expenses in 2007 amounted to RMB53,013 million, representing an increase of 15.5% or RMB7,106 million over 2006, primarily due to the total effect of increases in jet fuel costs, operating lease charges of aircraft, servicing expenses and maintenance expenses. Total operating expenses as a percentage of total operating revenue decreased from 99.3% in 2006 to 97.3% in 2007.

Flight operations expenses, which accounted for 54.9% of total operating expenses, increased by 16.2% from RMB25,022 million in 2006 to RMB29,082 million in 2007, primarily as a result of increases in jet fuel costs, operating lease charges of aircraft, catering expenses, and CAAC Infrastructure Development Fund Contributions. Jet fuel costs, which accounted for 63.0% of flight operations expenses, increased by 13.1% from RMB16,193 million in 2006 to RMB18,316 million in 2007 mainly as a result of increased fuel prices and fuel consumption. Operating lease charges of aircraft increased by 23.4% from RMB3,027 million in 2006 to RMB3,735 million in 2007 primarily due to the additional rental payments for new aircraft under operating leases. Catering expenses increased by 15.4% from RMB1,170 million in 2006 to RMB1,350 million in 2007 due to the increase in number of passengers carried. CAAC Infrastructure Development Fund Contributions increased by 10.9% from RMB1,127 million in 2006 to RMB1,250 million in 2007.

40


Maintenance expenses which accounted for 8.8% of total operating expenses, increased by 16.1% from RMB3,999 million in 2006 to RMB4,643 million in 2007. The increase was mainly due to fleet expansion in recent years.

Aircraft and traffic servicing expenses, which accounted for 15.4% of total operating expenses, increased by 15.5% from RMB7,063 million in 2006 to RMB8,160 million in 2007. The increase primarily resulted from a 12.9% rise in landing and navigation fees from RMB5,343 million in 2006 to RMB6,030 million in 2007, due to an increase in number of landing and takeoffs.

Promotional and sales expenses, which accounted for 6.6% of total operating expenses, increased by 23.7% from RMB2,811 million in 2006 to RMB3,478 million in 2007, mainly due to the increase in commission charges as a result of increase in traffic revenue by 18.2%.

Depreciation and amortization, which accounted for 10.5% of total operating expenses, increased by 11.7% from RMB4,971 million in 2006 to RMB5,554 million in 2007, mainly resulting from the additional depreciation charge on aircraft delivered in 2006 and 2007.

Other income/ (expenses), net

Net gain on disposal of property, plant and equipment decreased by 61.0% from RMB333 million in 2006 to RMB130 million in 2007. The gain in 2007 was mainly due to the disposal of 11 MD82 aircraft to certain independent third parties.

Operating income
The operating income increased, from RMB645 million in 2006 to RMB1,619 million in 2007. This was mainly because operating revenue increased by RMB8,283 million or 17.9% in 2007 while operating expenses increased by RMB7,106 million or 15.5% in the same period.
Non-operating income/(expenses)
Interest expense increased by 10.7% from RMB2,070 million in 2006 to RMB2,291 million in 2007, mainly due to the increase in loans and obligations under finance leases. Interest income increased by 78.0% from RMB41 million in 2006 to RMB73 million in 2007, mainly attributable to the increase in average bank deposits balances during 2007.
Net exchange gain increased by 89.8% from RMB1,492 million in 2006 to RMB2,832 million in 2007, mainly resulted from Renminbi appreciation during 2007. Such amount mainly represented unrealized translation gain on retranslation of foreign currency denominated liabilities at year end.

Taxation

Income tax expense increased from RMB153 million in 2006 to RMB858 million in 2007. The effective tax rate decreased from 42.9% in 2006 to 29.4% in 2007. This is mainly attributable to the tax effect of the decrease of non-deductible expenses as a percentage to profit before taxation in 2007, which is offset to a lesser extent by the increase in deferred tax expenses recognized in 2007 resulting from the changes in tax rates in accordance with the new tax law effective from January 1, 2008.
2006 Compared with 2005
The profit for 2006 attributable to equity shareholders of the Company was RMB188 million, as compared to a loss of RMB1,848 million for 2005. The scale of operations increased as a result of continued growth in China’s economy and strong demand in air transportation. The Group’s operating revenue increased by RMB7,926 million or 20.7% from RMB38,293 million in 2005 to RMB46,219 million in 2006. Passenger load factor increased by 1.6 percentage points from 70.1% in 2005 to 71.7% in 2006. Passenger yield (in passenger revenue per RPK) increased by 9.1% to RMB0.60. Average yield (in traffic revenue per RTK) increased by 8.8% from RMB5.14 in 2005 to RMB5.59 in 2006. Operating expenses increased by RMB6,309 million or 15.9% from RMB39,598 million in 2005 to RMB45,907 million in 2006. As a result of improved passenger load factor and average yield, operating profit was RMB645 million in 2006 as compared to an operating loss of RMB1,337 million in 2005. The Group’s net non-operating expense was RMB288 million in 2006 as compared to a net non-operating expense of RMB516 million in 2005. The improvement in non-operating results was mainly attributable to the increase in exchange gain of RMB272 million, an increase in share of results of associates and jointly controlled entities of RMB369 million. The decrease in net operating expenses was partly offset by the increase in interest expense of RMB454 million.

41


Operating revenue
Substantially all of the Group’s operating revenue is attributable to airline and airline related operations. Traffic revenue accounted for 97.6% and 97.7% of total operating revenue in 2006 and 2005, respectively. Passenger revenue and, cargo and mail revenue accounted for 92.2% and 7.8%, respectively, of total traffic revenue in 2006. The other operating revenue is mainly derived from commission income, income from general aviation operations, fees charged for ground services rendered to other Chinese airlines and air catering services.
The increase in operating revenue was primarily due to a 21.0% rise in passenger revenue from RMB34,328 million in 2005 to RMB41,549 million in 2006 resulting from increased traffic volume. The total number of passengers carried increased by 11.5 % to 49.21 million passengers in 2006.
Passenger yield increased slightly by RMB0.05. RPKs increased by 12.4% from 61,923 million in 2005 to 69,582 million in 2006, primarily as a result of the increase in passengers carried.
Domestic passenger revenue, which accounted for 82.2% of the total passenger revenue in 2006, increased by 21.3% from RMB28,182 million in 2005 to RMB34,174 million in 2006. Domestic passenger traffic in RPKs increased by 12.9%, mainly due to an increase in passengers carried. Domestic passenger yield increased from RMB0.55 in 2005 to RMB0.59 in 2006.
Hong Kong and Macau passenger revenue, which accounted for 3.0% of total passenger revenue, increased by 3.0% from RMB1,194 million in 2005 to RMB1,230 million in 2006. For Hong Kong and Macau flights, passenger traffic in RPKs decreased slightly by 0.5%, while passenger capacity in ASKs decreased by 7.4%, resulting in a 4.4 percentage point increase in passenger load factor from 2005. Passenger yield increased from RMB0.77 in 2005 to RMB0.80 in 2006 mainly due to higher ticket price as a result of soaring jet fuel cost.
International passenger revenue, which accounted for 14.8 % of total passenger revenue, increased by 24.1% from RMB4,952 million in 2005 to RMB6,145 million in 2006. For international flights, passenger traffic in RPKs increased by 11.4%, while passenger capacity in ASKs increased by 9.0%, resulting in a 1.4percentage point rise in passenger load factor from 2005. Passenger yield increased by 10.7% from RMB0.56 in 2005 to RMB0.62 in 2006 mainly due to the continued growth of demand in international flights in the PRC.
Cargo and mail revenue, which accounted for 7.8% of the Group’s total traffic revenue and 7.7% of total operating revenue, increased by 14.5% from RMB3,091 million in 2005 to RMB3,538 million in 2006. The increase was attributable to the increasing traffic demand.
Other operating revenue increased by 29.5 % from RMB874 million in 2005 to RMB1,132 million in 2006. The increase was primarily due to the general growth in income from various auxiliary operations.

Operating expenses
Total operating expenses in 2006 amounted to RMB45,907 million, representing an increase of 15.9% or RMB6,309 million over 2005, primarily due to the total effect of increases in jet fuel costs, maintenance expenses and aircraft and traffic servicing expenses. Total operating expenses as a percentage of total operating revenue decreased from 103.4 % in 2005 to 99.3% in 2006.
Flight operations expenses, which accounted for 54.4% of total operating expenses, increased by 26.6% from RMB19,761 million in 2005 to RMB25,022 million in 2006, primarily as a result of increases in jet fuel costs, operating lease charges of aircraft and labour costs for flight personnel. Jet fuel costs, which accounted for 64.7% of flight operations expenses, increased by 35.7 % from RMB11,929 million in 2005 to RMB16,193 million in 2006 mainly as a result of increased fuel prices and fuel consumption. Operating lease charges of aircraft increased by 21.2 % from RMB2,497 million in 2005 to RMB3,027 million in 2006 primarily due to the additional rental payments for new aircraft under operating leases. Labour costs for flight personnel increased by 6.1% from RMB1,599 million in 2005 to RMB1,697 million in 2006, largely due to the increase in flying hours and allowance standard. CAAC Infrastructure Development Fund Contributions increased by 15.2% from RMB978 million in 2005 to RMB1,127 million in 2006.

42


Maintenance expenses which accounted for 8.7% of total operating expenses, decreased by 12.9% from RMB4,589 million in 2005 to RMB3,999 million in 2006. The decrease was mainly due to certain major overhaul costs capitalized during the year. 
Aircraft and traffic servicing expenses, which accounted for 15.4% of total operating expenses, increased by 8.1% from RMB6,534 million in 2005 to RMB7,063 million in 2006. The increase primarily resulted from a 7.4% rise in landing and navigation fees from RMB4,977 million in 2005 to RMB5,343 million in 2006, due to an increase in the number of landings and takeoffs.
Promotional and marketing expenses, which accounted for 6.1% of total operating expenses, increased by 1.1% from RMB2,780 million in 2005 to RMB2,811 million in 2006.
General and administrative expenses, which accounted for 4.2% of the total operating expenses, increased by 47.6% from RMB1,315 million in 2005 to RMB1,941 million in 2006. This was mainly attributable to increased scale of operations and a provision for early retirement benefits of RMB392 million in 2006.
Depreciation and amortisation, which accounted for 10.8% of total operating expenses, increased by 12.0% from RMB4,440 million in 2005 to RMB4,971 million in 2006, mainly resulting from the additional depreciation charge on aircraft delivered in 2005 and 2006 and depreciation charge on capitalized major overhaul costs.

Other income/ (expenses), net

Net gain on disposal of property, plant and equipment was RMB333 million in 2006 as compared to a net loss on disposal of property, plant and equipment of RMB32 million in 2005. The gain in 2006 was mainly due to the disposal of three Boeing 757-200 aircraft to independent third parties.

Operating profit/(loss)
The Group recorded an operating profit of RMB645 million in 2006 as compared to an operating loss of RMB1,337 million in 2005. The gain was mainly due to an increase in operating revenue by RMB7,926 million or 20.7% in 2006 while operating expenses increased by RMB6,309 million or 15.9% in the same period.
Non-operating income/(expenses)
Interest expense increased by 28.1% from RMB1,616 million in 2005 to RMB2,070 million in 2006, mainly due to the increase in loans and lease obligations and changes in interest rates. Interest income decreased by 25.5% from RMB55 million in 2005 to RMB41 million in 2006, mainly attributable to the decrease in average bank balances in 2006.
Net exchange gain increased by 22.3% from RMB1,220 million in 2005 to RMB1,492 million in 2006, mainly resulting from Renminbi appreciation during 2006. Such amount mainly represents unrealized translation gain on re-translation of foreign currency denominated liabilities at the end of fiscal year.

Taxation

Income tax expense increased to RMB153 million as compared to an income tax benefit of RMB7 million in 2005. This is mainly attributable to the improved financial performance of the Group.

43


Liquidity and Capital Resources
Prior to the initial public offering of the Company, the Group met its working capital and capital expenditure requirements through cash from its operations, the proceeds of certain long-term and short-term bank loans, finance lease financing and rebates available under certain of the Group’s aircraft leases.
In July 1997, the Company received net proceeds of RMB5,459 million from its initial public offering. A majority part of these net proceeds was utilized to finance the Group’s working capital and capital expenditure requirements. In July 2003, the Company issued 1,000,000,000 A Shares with a par value of RMB1.00 each at issue price of RMB2.70 by way of a public offering to natural persons and institutional investors in the PRC. The proceeds received by the Company of RMB2,641 million, net of the issuance costs of RMB59 million have been used for the purchase of Boeing 737-800 aircraft in accordance with the disclosure in the Prospectus for Offering of the A Shares.
As of December 31, 2007, the Group had banking facilities with several PRC commercial banks for providing loan finance up to an approximate amount of RMB50,262 million to the Group. As of December 31, 2007, an approximate amount of RMB29,338 million was utilized. As of December 31, 2007 and 2006, the Group’s cash and cash equivalents totaled RMB3,824 million and RMB2,264 million, respectively.
Net cash inflows from operating activities in 2007, 2006 and 2005 were RMB6,869 million, RMB2,297 million and RMB3,835 million, respectively. The decrease in 2006 was mainly due to a delay of payments to suppliers at the end of 2005 which were subsequently made in 2006. The increase in 2007 was mainly due to the increased cash flow from improved operating results and sales of tickets in advance of carriage as well as the increase in accrual balances as a result of increase in operation volume and delays in billings by certain suppliers when compared with 2006.
Net cash used in investing activities in 2007, 2006 and 2005 was RMB4,844 million, RMB5,484 million and RMB8,009 million, respectively. Cash capital expenditures in 2007, 2006 and 2005 were RMB5,502 million, RMB6,044 million and RMB6,775 million, respectively, reflecting predominantly additional investments in aircraft and flight equipment under the Group’s fleet expansion plans and Guangzhou new airport, and, to a small extent, additional investments in other facilities and buildings used in operations.
Financing activities resulted in net cash (outflows)/inflows of RMB(465) million, RMB2,550 million and RMB3,992 million in 2007, 2006 and 2005, respectively. Net cash inflow from new bank loans and repayments amounted to RMB2,324 million, RMB5,870 and RMB6,045 million in 2007, 2006 and 2005, respectively. The additions of bank loan were used for capital expenditures and general working capital. Repayment of finance leases in 2007, 2006 and 2005 was RMB3,021 million, RMB3,313 million and RMB2,050 million, respectively, resulting from the aircraft acquisitions under finance leases.
As of December 31, 2007, the Group’s aggregate long-term bank and other loans and obligations under finance leases totaled RMB28,444 million. In 2008, 2009, 2010, 2011 and thereafter, amounts payable under such loans and obligations will be RMB6,512 million, RMB4,575 million, RMB3,296 million, RMB2,923 million and RMB11,138 million respectively. Such borrowings were denominated, to a larger extent, in United States dollars and, to a smaller extent, in Japanese yen and Hong Kong dollars, with a significant portion being floating interest rate borrowings. In the normal course of business, the Group is exposed to fluctuations in foreign currencies. The Group’s exposure to foreign currencies primarily results from its foreign currency liabilities. Depreciation or appreciation of the Renminbi against foreign currencies affects the Group’s results significantly because the Group’s foreign currency payments generally exceed its foreign currency receipts. The Group is not able to hedge its foreign currency exposure effectively other than by retaining its foreign currency denominated earnings and receipts to the extent permitted by the State Administration of Foreign Exchange, or subject to certain restrictive conditions, entering into forward foreign exchange contracts with authorized PRC banks.
As of December 31, 2007, the Group’s short-term bank loans were RMB21,313 million. The Group’s weighted average interest rate on short-term bank loans was 5.14% per annum as of December 31, 2007. The primary use of the proceeds of the Group’s short-term bank loans is to finance working capital needs. The Group has generally been able to arrange short-term bank loans with domestic banks in China as necessary and believes it can continue to obtain them based on its well-established relationships with various lenders.

44


Through April 30, 2008, the Group renewed certain short-term bank loans of RMB4,440 million. The renewed bank loans are unsecured, bear interest at floating rates ranging from 6-month LIBOR +1.40% to 2.75% per annum and the People’s bank of China benchmark interest rate-10% , these bank loans are repayable one year from their respective renewal dates. In addition, the Group entered into new short-term bank loan agreements totalling RMB8,053 million subsequent to December 31, 2007. These new short-term bank loans are unsecured and bear interest at floating rates ranging from 3-month/6-month/12-month LIBOR + 0.55% to 4% per annum, the People’s bank of China benchmark interest rate-10% and 12-month HIBOR+2.25% per annum which are repayable within one year from their respective origination dates.
As of December 31, 2007, the Group had obligations under operating leases totaling RMB28,179 million, predominately for aircraft. Of such amount, RMB3,512 million, RMB3,616 million, RMB3,483 million, RMB3,413 million, RMB3,324 million and RMB10,831 million, respectively, is due in 2008, 2009, 2010, 2011, 2012 and thereafter.

As of December 31, 2007, the Group had a working capital deficit of RMB33,811 million, as compared to a working capital deficit of RMB32,180 million as of December 31, 2006. Historically, the Group operated in a negative working capital position, relying on cash inflow from operating activities and renewal of short-term bank loans to meet its short-term liquidity and working capital needs. The increase in the Group’s working capital deficit from 2006 to 2007 was mainly because the Group sought increased short-term bank loans to finance its aircraft acquisitions. Upon deliveries of the aircraft, the Group continued to seek renewal of its short-term bank loans instead of replacing such loans with long-term bank loans, as the interest rates for short-term bank loans are lower. In 2008 and thereafter, the liquidity of the Group is primarily dependent on its ability to maintain adequate cash inflows from operations to meet its debt obligations as they fall due, the renewal of its short-term bank loans and on its ability to obtain adequate external financing to meet its committed future capital expenditure. At December 31, 2007, the Group entered into loan financing agreements with several PRC banks to provide financing up to RMB50,262 million, of which approximately RMB29,338 million was utilized. Subsequent to December 31, 2007 and up to April 30, 2008, the Group entered into additional loan financing agreements to obtain financing up to RMB1,033 million during 2008. The directors of the Company believe that sufficient financing will be available to the Group.
As the Group is subject to a high degree of operating leverage, a minor decrease in the Group’s yield and/or load factor could result in a significant decrease in its operating revenue and hence its operating cashflows. This could arise in such circumstances as where competition between Chinese airlines increases or where PRC aviation demand decreases. Similarly, a minor increase in the jet fuel prices, particularly in the domestic market, could result in a significant increase in the Group’s operating expenses and hence a significant decrease in its operating cashflows. This could be caused by fluctuations in supply and demand in international oil market. Currently, the Group’s existing loans and lease facilities do not contain any financial covenants. Nevertheless, as the Group is subject to a high degree of financial leverage, an adverse change in the Group’s operating cashflows could adversely affect its financial health and hence weaken its ability to obtain additional loans and lease facilities and to renew its short-term bank loans facilities as they fall due.

As of December 31, 2007, the Group had capital commitments as follows:

 
 
 
2008
 
2009
 
2010
 
2011
 
2012
and
afterwards
 
 
Total
 
  
(RMB million)
 
Acquisition of aircraft and related equipment  19,125  20,767  20,065  12,747  16,038  88,742 
Others  1,211  694  335  196  22  2,458 
   20,336  21,461  20,400  12,943  16,060  91,200 

Others mainly represent airport and office facilities and equipment, overhaul and maintenance bases and training facilities.
As of December 31, 2007, the Group undertook to make a capital contribution of approximately RMB133 million to a subsidiary.

45


As of December 31, 2007, the cash and cash equivalents of the Group totaled RMB3,824 million. Of such balance, 14.3% was denominated in.US Dollars, Hong Kong Dollars, Australian Dollars, Japanese Yen and other foreign currencies.
The Group expects that the cash from operations and short-term and long-term bank borrowings will be sufficient to meet its cash requirements in the foreseeable future.
Contractual Obligations and Commercial Commitments
The following table sets forth the Group’s obligations and commitments to make future payments under contracts and under commitments as of December 31, 2007.

  
As of December 31, 2007
Payment due by period
 
As of
December
31, 2006
 
  
 
Total
 
Less than
1 year
 
1-3
years
 
3-5
years
 
After 5
years
 
 
Total
 
  
(RMB million)
 
    
Contractual obligations (Note 1)
              
Short-term bank loans  22,003  22,003  
  
  
  
20,536
 
Long-term bank and other loans  14,501  4,230  5,449  2,607  2,215  
16,378
 
Obligations under finance leases  19,499  3,588  4,214  3,445  8,252  
18,773
 
Total contractual obligations
  56,003  29,821  9,663  6,052  10,467  
55,687
 
                    
Other commercial commitments
                  
Operating lease commitments  28,179  3,512  7,099  6,737  10,831  
21,969
 
Aircraft purchase commitments (Note 2)  88,742  19,125  40,832  28,785  
  
66,881
 
Other capital commitments  2,458  1,211  1,029  218  
  
1,824
 
Investing commitments  133  133  
  
  
  
83
 
Total commercial obligations
  119,512  23,981  48,960  35,740  10,831  
90,757
 

Note 1 Interest on variable rate loans was estimated based on the current rate in effect at December 31, 2007.

Note 2 Amounts shown are net of previously paid purchase deposits.


46


Name
Position
Gender
Age
Liu Shao YongChairman of the BoardMale50
Li Wen XinDirectorMale58
Wang Quan HuaDirectorMale54
Zhao Liu AnDirectorMale60
Si Xian MinDirector, PresidentMale51
Tan Wan GengDirector, Executive Vice PresidentMale44
Xu Jie BoDirector, Executive Vice President, Chief Financial OfficerMale43
Chen Zhen YouDirectorMale56
Peter Lok (retired on June 28, 2007)Independent Non-executive DirectorMale71
Wei Ming Hai
(retired on June 28, 2007)
Independent Non-executive DirectorMale43
Wang ZhiIndependent Non-executive DirectorMale66
Sui Guang JunIndependent Non-executive DirectorMale47
Gong Hua Zhang
(appointed on June 28, 2007)
Independent Non-executive DirectorMale62
Lam Kwong Yu
(appointed on June 28, 2007)
Independent Non-executive DirectorMale64
Sun Xiao YiChairman of the Supervisory CommitteeMale54
Yang Guang HuaSupervisorMale55
Yang Yi HuaSupervisorFemale48
Liang Zhong GaoSupervisorMale52
Liu Biao (resigned on January 18, 2008)SupervisorMale42
He Zong KaiExecutive Vice PresidentMale57
Liu QianExecutive Vice PresidentMale42
Zhang Zi FangExecutive Vice PresidentMale49
Dong Su GuangExecutive Vice PresidentMale54
Zhang Zheng RongChief pilotMale45
Hu Chen JieChief Information OfficerMale39
Tang BingChief EngineerMale41
Su LiangChief EconomistMale46
Xie BingCompany SecretaryMale35
Chen Wei HuaChief Legal AdviserMale42
47


On June 28, 2007, the annual general meeting for the year 2006 of the Company reviewed and approved:

(1)the appointment of Mr. Liu Shao Yong, Mr. Li Wen Xin, Mr. Wang Quan Hua, Mr. Zhao Liu An, Mr. Si Xian Min, Mr. Tan Wan Geng, Mr. Xu Jie Bo, and Mr. Chen Zhen You as Directors, and Mr. Wang Zhi, Mr. Sui Guang Jun, Mr. Gong Hua Zhang and Mr. Lam Kwong Yu as Independent non-executive Directors of the fifth session of the Board.

(2)the retirement of Mr. Wei Ming Hai and Mr. Peter Lok as the Company’s Independent non-executive Directors of the Board according to relevant regulations, due to their acting as the Company’s Independent non-executive Directors of the Board for six consecutive years.

(3)the appointment of Mr. Sun Xiao Yi, Mr. Yang Guang Hua, Ms. Yang Yi Hua, Mr. Liang Zhong Gao and Mr. Liu Biao as the Supervisors of the fifth session of the Supervisory Committee.

Except that Mr. Liu Biao has officially resigned as a Supervisor in the general meeting held on January 18, 2008, since January 1, 2008 and up to the date of this Annual Report, there has been no change to the Directors and Supervisors.

BOARD OF DIRECTORS
Mr. Liu Shao Yong is the chairman of the Board. He is a qualified class one pilot. He joined the Company since November 2004. Mr. Liu graduated from China Civil Aviation Flying College and obtained an EMBA from Tsinghua University in 2005. He joined the civil aviation industry in 1978. He held the positions of Captain of the Flying Squadron of China General Aviation Corporation and was appointed as the Deputy General Manager of China General Aviation Corporation, Deputy Director of Shanxi Provincial Civil Aviation Administration, General Manager of the Shanxi branch of China Eastern Airlines Corporation Limited and the Chief of the Flying Model Division of the Civil Aviation Administration of China. He served as the President of China Eastern Airlines Corporation Limited and was appointed as the Vice Minister of Civil Aviation Administration of China. Since August 2004, Mr. Liu has served as the President of CSAHC. Mr. Liu has become the chairman of the Board since November 2004. Save as disclosed above, Mr. Liu is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Li Wen Xin is currently a Director of the Company. Mr. Li was a graduate majoring in economic management. He is a senior expert of Political Science. Mr. Li joined the civil aviation industry in 1969. He was the secretary to the disciplinary committee, deputy secretary of the party committee and vice general manager of China General Aviation Corporation successively between 1991 and 1998. He was appointed the party secretary and vice general manager of the Shanxi branch of China Eastern Airlines Corporation Limited in February 1998. He became the vice party secretary and secretary to the disciplinary committee of China Eastern Air Holding Company in June 2000. In September 2002, he was appointed the party secretary and vice president of China Eastern Air Holding Company. Between June 2000 and September 2006, he was the chairman of the supervisory committee of China Eastern Airlines Corporation Limited. He has been the party secretary and Executive Vice President of CSAHC since September 2006. Save as disclosed above, Mr. Li is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Wang Quan Hua is currently a Director of the Company and Executive Vice President of CSAHC and became the employee of the Company since March 1995 after the establishment of the Company. Mr. Wang graduated from the Economic Management Department of Central Communist Party College. Mr. Wang began his career in civil aviation in 1972, and successively served as the Director of Planning Department of Guangzhou Civil Aviation Administration, the Office Director of China Southern Airlines Shenzhen Co., the Director of the Planning and Operation Division of the Company, General Manager of Strategy and Development Department of the Company and the Executive Vice President of CSAHC. Save as disclosed above, Mr. Wang is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Zhao Liu An is a Director of the Company and the Executive Vice President of CSAHC. Mr. Zhao joined the Company since May 2003. Mr. Zhao began his career in civil aviation in 1966, and successively served as the Director of Flight Meteorology and Flight Safety Monitoring Division, Director of Science Education Division, the Director of Flying Model Division of Urumqi Civil Aviation Administration, Captain of the Ninth Squadron of the Civil Aviation Administration, the Vice President and President of Urumqi Civil Aviation Administration and Xinjiang Airlines. Save as disclosed above, Mr. Zhao is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

48


Mr. Si Xian Min is a Director and President of the Company. Mr. Si graduated from No. 14 Aviation College as an aircraft piloting major with an associate degree. Mr. Si, a professional political tutor, began his career in civil aviation in 1975. He held positions as Director of the political division of China Southern Airlines Henan Branch, Party Secretary and Vice President of Guizhou Airlines, Deputy Party Secretary and the Secretary of the Disciplinary Department of the Company and Party Secretary of China Northern Airlines and has been the President of the Company since October 2004. Save as disclosed above, Mr. Si is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Tan Wan Geng is a Director, Secretary of the CPC Committee and Executive Vice President. Mr. Tan is an engineer graduated from Economic Geography Department in Sun Yat-sen University, with major in Regional Economy, with qualification of post graduate degree, and a master degree in economics. Mr. Tan has previously served as the Head of the Infrastructure Department and Director of Human Resources Department of the Beijing Aircraft Maintenance and Engineering Corporation from 1990 to 1996, the Deputy Director of Human Resources Division (Personnel and Education Division) in the General Administration of Civil Aviation of China from 1996 to 2000, and has been the Director General and Secretary of Chinese Communist Party Committee of Northeastern Regional Civil Aviation Administration from December 2000 to January 2006. He has been an Executive Vice President of the Company since February 2006. Save as disclosed above, Mr. Tan is not connected with any of the Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Xu Jie Bo is a Director, Executive Vice President and Chief Financial Officer of the Company. Mr. Xu joined the Company in July 1998. He graduated from the Management Department of Tianjin University and was subsequently awarded with a master degree in business administration from Hong Kong Baptist University. A qualified senior accountant by profession, Mr. Xu started his career in August 1986. In December 1992, he took up the posts of Deputy Director and Director of the Financial Department of Central and Southern China Civil Aviation Administration. In July 1998, he became General Manager of the Financial Department and Chief Financial Officer of the Company. Currently, he is a Director, Executive Vice President and Chief Financial Officer of the Company. He is also Vice Chairman of Sichuan Airlines Corporation Limited and Vice Chairman of Xiamen Airlines. Save as disclosed above, Mr. Xu is not connected with any of the Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Chen Zhen You is a Director and Chairman of the Labour Union of the Company, graduated from South China Normal University with a bachelor’s degree in English. Mr. Chen, an economist, holds an MBA from Murdoch University in Australia. He worked as the Vice Director of the Office of International Affairs of Guangzhou Civil Aviation Administration, Vice Director of the Office of Overseas Business of the Company and General Manager of the Department of Foreign Affairs of the Company. From 2001 to 2005, he was the Office Director of CSAHC and the Director of the Planning and Investment Department of CSAHC. He has been a member of the Party Committee and Chairman of the Labour Union of the Company since June 2005. Save as disclosed above, Mr. Chen is not connected with any of the Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Wang Zhi has been an Independent Non-Executive Director of the Company since May 2003. Mr. Wang graduated from the Aircraft Design Department of Harbin Institute of Technology. Mr. Wang began his career in 1965, and has successively served as the Director and Senior Engineer of Aeronautics Research Institute of China, the Vice Director and Vice secretary of the First Research Institute of Civil Aviation, the Vice Director and Director of the Planning Bureau of CAAC and the Director of the Planning Technology System Reform Department and the Planning Technology Department of CAAC. Mr. Wang is also a professor in several universities. Save as disclosed above, Mr. Wang is not connected with any Directors, senior management or substantial shareholders or Supervisors of the Company.

Mr. Sui Guang Jun has been an Independent Non-Executive Director of the Company since May 2003. Mr. Sui graduated from the Economic Department of Jinan University in 1986 and obtained a master degree in 1989. Mr. Sui obtained a doctor degree in the Management of Organizations of Jinan University in 1996. He has successively served as the Vice Director of the Research Institute of Hong Kong and Macau Economies, the Dean of corporate administration department of Jinan University and the Chief of the Post-doc Committee of Applied Economics and the Dean of Management College in Jinan University. Mr. Sui is currently the Deputy Vice Chancellor of Guangdong University of Foreign Studies. Save as disclosed above, Mr. Sui is not connected with any Directors, senior management or substantial shareholders or Supervisors of the Company.

49


Mr. Gong Hua Zhang, an Independent Non-Executive Director of the Company, used to be the chief accountant, vice director and director of the financial bureau of China National Petroleum Corporation as well as the chief accountant of China National Petroleum Corporation. He has been serving as a director of PetroChina Company Limited since October 1999. Mr. Gong also acts as a part-time professor in Tsinghua University, Nankai University, Xiamen University and China University of Petroleum, and is a professor in National Accounting Institute (Beijing). Save as disclosed above, Mr. Gong is not connected with any Directors, senior management or substantial shareholders or Supervisors of the Company.

Mr. Lam Kwong Yu an Independent Non-Executive Director of the Company, is an expert in the field of civil aviation. Mr. Lam used to serve as the general manager of the Hong Kong Airport, the Vice Director and Director of the Civil Aviation Department of Hong Kong, a director of the Airport Authority Hong Kong and the chairman of the Aviation Advisory Board of Hong Kong. Mr. Lam is currently a member of the Selection Committee for the Hong Kong Special Administrative Region. Save as disclosed above, Mr. Lam is not connected with any Directors, senior management or substantial shareholders or Supervisors of the Company.

SUPERVISORY COMMITTEE

As required by the Company Law of the PRC and the Articles of Association of the Company, the Company has a supervisory committee (the “Supervisory Committee”) which is primarily responsible for the supervision of senior management of the Company, including the Board, executive officers and other senior management personnel, to ensure that they act in the interests of the Company, its shareholders and employees, as well as in compliance with applicable law. The Supervisory Committee consists of four Supervisors. Two of the Supervisors are shareholder representatives appointed by shareholders, and the other two Supervisors are representatives of the Company’s employees. The Supervisors serve terms of three years and may serve consecutive terms.

Mr. Sun Xiao Yi, the chairman of the Supervisory Committee of the Company, is a member of Party Committee and head of Discipline Supervision Team of CSAHC. Mr. Sun graduated from the Civil Aviation University of China with a degree in Economics and Administration and is currently a postgraduate law student of Central Communist Party College. Mr. Sun is a senior expert of Political Science and Economics with an associate degree. Mr. Sun has successively served as Vice Party Secretary of the Hubei branch of the Company, Party Secretary of the Flight Operations Department of the Company, and Vice Party Secretary of CSAHC. Save as disclosed above, Mr. Sun is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Yang Guang Hua, a Supervisor of the Company. Mr. Yang is an engineer with university qualification. Mr. Yang has successively served as Deputy General Manager of the Hunan branch of the Company, General Manager of Southern Airlines (Group) Zhuhai Helicopters Company Limited, General Manager of the Hunan branch of the Company, and Deputy General Manager of the Company. He has been the President of Xiamen Airlines since September 2005. Save as disclosed above, Mr. Yang is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

Ms. Yang Yi Hua, a Supervisor of the Company, is the General Manager of the Audit Department of the Company. Ms. Yang is a Certified Internal Auditor. She has successively served as Deputy Manager of the Clearance and Settlement Office of the Financial Division of the Guangzhou Civil Aviation Administration, Manager of the Financial Office of the Company’s Financial Division, and Deputy General Manager of the Company’s Audit Department. Save as disclosed above, Ms. Yang is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

Mr. Liang Zhong Gao, a Supervisor of the Company, serves as the Director of the Supervisory Department of the Company. Mr. Liang once served as the Party Secretary and Deputy General Manager of the Guangzhou Sales Office of the Company, Deputy Party Secretary and Secretary of the Disciplinary Committee of the Passenger Traffic Department of the Company, Party Secretary of the Passenger Traffic Department of the Company and General Manager of the Aviation Service Quality Control Department of the Company. Save as disclosed above, Mr. Liang is not connected with any Directors, senior management, substantial shareholders or Supervisors of the Company.

50


SENIOR MANAGEMENT

Mr. He Zong Kai is an Executive Vice President of the Company who graduated from Beijing Foreign Language Institute with a major degree in French, and is a senior economist. Mr. He served as the Deputy Manager of the Operation Department of the Company, Manager of Passenger Transportation Department, Head of Seats Arrangement Department, Vice General Manager of the Marketing Department and General Manager of the Ground Services Department. He assumed the offices of the President and Deputy Party Secretary of Hubei branch of the Company and became an Executive Vice President of the Company since March 2005.

Mr. Liu Qian is currently an Executive Vice President of the Company who graduated from China Civil Aviation Flying College with specialty in aircraft piloting. Mr. Liu served the Civil Aviation Administration of China as assistant researcher of the piloting skills supervision division of the piloting standards department, as assistant researcher of the operation supervision division of the piloting standards department, as assistant researcher of the freight transportation piloting standards division of the piloting standards department, and as the Deputy Head of the Piloting Standards Division of the Piloting Standards Department. He has assumed the offices of the Deputy Chief Pilot and Chief Pilot of the Company since November 2004. He has been an Executive Vice President of the Company since August 2007.

Mr. Zhang Zi Fang is an Executive Vice President of the Company. Mr. Zhang served as the Deputy Commissar and subsequently the Commissar of the Pilot Corps of China Northern Airlines Company, and later on the Party Secretary of the Jilin Branch. He served as General Manager of Dalian Branch of CSAHC Northern Division and Director of Political Works Department of CSAHC. He also served as the Vice Party Secretary and Secretary of the Disciplinary Committee of the Company. He has been an Executive Vice President of the Company since 27 December 2007.

Mr. Dong Su Guang is an Executive Vice President of the Company. Mr. Dong used to be a Deputy General Manager of Guangzhou Aircraft Maintaining and Engineering Co., Ltd, as well as Chief Engineer and the General Manager of Aircraft Engineering Department of the Company. He has been an Executive Vice President of the Company since 27 December 2007.

Mr. Zhang Zheng Rong is the chief pilot of the Company. Mr. Zhang used to serve as the Captain of the First Squadron of CAAC, the Deputy General Manager of the Flight Operations Division and the Captain of the First Squadron as well as the General Manager of the Aviation Safety Monitoring Division of the Company. He has been the General Manager and Party Secretary of the Guangzhou Flight Operations Division of the Company since May 2004. He has been the chief pilot of the Company since August 2007.

Mr. Hu Chen Jie, the Chief Information Officer of the Company. Mr. Hu used to be a software engineer in the Computer Center of CAAC, a senior software engineer in Wei Hong International Technology Company (Singapore), Deputy Director of the Computer Center of the Company, a senior project manager of SITA INC. (US) and the General Manager of CSN-ETC e-Commerce Limited. He has been the Chief Information Officer of the Company since June 2007.

Mr. Tang Bing, the Chief Engineer of the Company. Mr. Tang served as a deputy manager and vice engineering director of the Engineering Technology Division under the Aircraft Engineering Department of the Company, and as a vice director of the Business Development and Accessories Centre of Guangzhou Aircraft Maintenance Engineering Co., Ltd. He also served as Vice President of MTU Maintenance Zhuhai Co., Ltd., Office Director of CSAHC as well as the President and Vice Party Secretary of Chongqing Airlines. He has been the Chief Engineer of the Company since 27 December 2007.

Mr. Su Liang, the chief economist of the Company, was a graduate of the University of Cranfield, United Kingdom with a master degree in Air Transport Management Engineering. Mr. Su was in charge of the flight operations, planning and international cargo project of the Company. From July 2000 to November 2007, Mr. Su was the Company Secretary of the Company. He has been the chief economist of the Company since December 2007.

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Mr. Xie Bing, the Secretary of the Board of Directors of the Company, graduated from Nanjing University of Aeronautics and Astronautics, majoring in civil aviation management. He subsequently received a master degree of business administration and a master degree of international finance from Jinan University and the University of Birmingham, Britain respectively. Mr. Xie used to work in the Planning and Development Department and Secretariat of the Board of Directors of the Company. He has been the Company Secretary of the Company since November 2007.

Mr. Chen Wei Hua, the Chief Legal Adviser to the Company. Mr. Chen graduated from the school of law of Peking University. He is a qualified solicitor in the PRC and a qualified corporate legal counsellor. Mr. Chen joined the Civil Aviation Administration of China in 1988. He then joined the CSAHC in January 1991. From 1997 to 2003, he served as Vice Director and Director of the Legal Affairs Office of the Company. Currently, he is President of the Legal Department of the Company. Since January 2004, Mr. Chen has been the Chief Legal Adviser to the Company. He is also a Director of Xiamen Airlines.

Compensation
The aggregate compensation paid to all Directors, Supervisors and Senior Management for 2007 was RMB12,501,000. For the year ended December 31, 2007, the Company paid an aggregate of approximately RMB275,000 on behalf of its executive Directors, Supervisors and Senior Management pursuant to the SA Pension Scheme and the retirement plans operated by various municipal governments in which the Company participates.
Details of Directors’ and Supervisors’ emoluments for the year ended December 31, 2007 are set out below:


 
 
 
 
Note
 
Directors’
fees
RMB’000
 
Salaries, allowances
and benefits
in kind
RMB’000
 
Discretionary bonus
RMB’000
 
Retirement
scheme contributions
RMB’000
 
Total
RMB’000
 
Executive directors
             
Liu Shao Yong  
(i)
  
  737  
  14  751 
Li Wen Xin     
  329  
  14  343 
Wang Quan Hua     
  597  
  14  611 
Zhao Liu An  (i)  
  576  
  14  590 
Si Xian Min     
  670  
  13  683 
Tan Wan Geng     
  542  
  13  555 
Xu Jie Bo     
  529  
  13  542 
Chen Zhen You     
  513  
  16  529 
Supervisors
              
Sun Xiao Yi     
  597  
  14  611 
Yang Guang Hua     
  565  
  8  573 
Yang Yi Hua     
  209  
  16  225 
Liang Zhong Gao  (iii)  
  232  
  12  244 
Liu Biao  (iv)  
  134  
  2  136 
Independent non-executive directors
              
Peter Lok  (ii)  49  
  
  
  49 
Wei Ming Hai  (ii)  50  
  
  
  50 
Gong Hua Zhang  
(iii)
  50  
  
  
  50 
Wang Zhi     100  
  
  
  100 
Sui Guang Jun     100  
  
  
  100 
Lam Kwong Yu  
(iii)
  48  
  
  
  48 
Total    397  6,230  
  163  6,790 
52


Notes:

(i) The above amounts included the salaries paid to these Directors as pilots of the Company.

(ii) Retired on June 28, 2007.

(iii) Appointed on June 28, 2007.

(iv) Appointed on June 28, 2007 and resigned on January 18, 2008.

Board Practices
Each Director’s service contract with the Company or any of its subsidiaries provides prorated monthly salary upon termination of employment in accordance with his contract. The Director is entitled to paid leave in accordance with his contract. The term of office of a Director is three years. The term of office of the current Directors will end in 2010. A Director may serve consecutive terms upon re-election.
Audit Committee
The audit committee is appointed by the Board of Directors and consists of three independent non-executive Directors. The current members of the audit committee are Gong Hua Zhang, Wang Zhi and Sui Guang Jun. Gong Hua Zhang is the chairman of the audit committee. The term of office of each member is three years. The term for Messrs Wang Zhi and Sui Guang Jun will end in 2009, The term of Mr. Gong Hua Zhang will end in 2010. A member may serve consecutive terms upon re-election. At least once a year, the committee is required to meet with the Company’s external auditors without any executive members of the Board in attendance. The quorum necessary for the transaction of any business is two committee members. The Audit Committee held nine meetings in 2007, which were attended by all members.
The Audit Committee is required, amongst other things, to oversee the relationship with the external auditors, to review the Group’s interim results and annual financial statements, to monitor compliance with statutory and listing requirements, to review the scope, if necessary, to engage independent legal or other advisers as it determines is necessary and to perform investigations. In addition, the Audit Committee also examines the effectiveness of the Company’s internal controls, which involves regular reviews of the internal controls of various corporate structures and business processes on a continuous basis, and takes into account their respective potential risks and severity, in order to ensure the effectiveness of the Company’s business operations and the realization of its corporate objectives and strategies. The scope of such examinations and reviews includes finance, operations, regulatory compliance and risk management. The Audit Committee also reviews the Company’s internal audit plan, and submits relevant reports and concrete recommendations to the Board on a regular basis.

The Company has an internal audit department which reviews procedures in all major financial and operational activities. This department is led by the head of internal audit.

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Remuneration and Assessment Committee 
The Remuneration and Assessment Committee is comprised of three members. Currently, the Remuneration and Assessment Committee is chaired by independent non-executive Director Sui Guang Jun with independent non-executive Director Gong Hua Zhang and executive Director Wang Quan Hua as members. The term of office of each member is three years. The term of office of the current members will end in 2010. A member may serve consecutive terms upon re-election. The Remuneration and Assessment Committee met twice in 2007, which were attended by all members.

The responsibilities of the Remuneration and Assessment Committee are to make recommendations on the remuneration policy and structure for Directors and senior management of the Company, to establish regular and transparent procedures on remuneration policy development and improvement and submit the Company’s “preliminary proposals on annual emoluments of the directors and senior management of the Group”. In particular, the Remuneration and Assessment Committee has the duty to ensure that the Directors or any of their associates shall not be involved in the determination of their own remuneration packages.
The Remuneration and Assessment Committee consulted, when appropriate, the Chairman and/or the President about its proposals relating to the remuneration of other executive Directors. The Remuneration and Assessment Committee is provided with sufficient resources to discharge its duties and professional advice is available if necessary. The Remuneration and Assessment Committee is also responsible for assessing performance of executive Directors and approving the terms of executive Directors’ service contracts. The Remuneration and Assessment Committee has performed all its responsibilities under its terms of reference in 2007.

Nomination Committee

The Nomination Committee was established on June 28, 2007. Before that, nomination of directors and other senior management was mainly undertaken by the Board. According to the Articles of Association, the Board has the authority to appoint from time to time any person as director to fill a vacancy or as additional director. In selecting candidate directors, the Board focuses on their qualifications, technical skills, experiences (in particular, the experience in the industry in which the Group operates in case of candidates of executive directors) and expected contributions to the Group.

As at December 31, 2007, the Nomination Committee consists of three members, Messers Liu Shao Yong, Wang Zhi and Gong Hua Zhang. Most of them are independent non-executive Directors of the Company (“INEDs”) and Mr. Liu Shao Yong acts as the chairman. The responsibilities of the Nomination Committee are to make recommendations to the Board in respect of the size and composition of the Board based on the operational activities, assets and shareholding structure of the Company; study the selection criteria and procedures of directors and executives and give advice to the Board; identify qualified candidates for directors and executives; investigate and propose candidates for directors and managers and other senior management members to the Board.

In accordance with relevant laws and regulations as well as the provisions of the Articles of Association of the Company, the Nomination Committee shall study and resolve on the selection criteria, procedures and terms of office for directors and managers with reference to the Company’s actual situation. Any resolution made in this regard shall be filed and proposed to the Board for approval and shall be implemented accordingly.

The Nomination Committee is provided with sufficient resources to discharge its duties and independently engage intermediate agencies to provide professional advice on its proposals if necessary.

The Nomination Committee held three meetings in 2007. which were attended by all members.

Employees
As of December 31, 2007, the Group had 45,474 employees, including 3,931 pilots, 7,159 flight attendants, 5,721 maintenance personnel, 5,303 sales and marketing personnel, 2,401 ground service personnel, 1,349 flight operation officers, 1,399 financial personnel and 8,961 administrative and other personnel. All of the Group’s pilots, flight attendants, maintenance personnel, administrative personnel and sales and marketing personnel are contract employees, and most of the Group’s ancillary service workers are temporary employees. Contract employees are hired by the Group pursuant to renewable employment contracts with terms ranging from three to five years. Temporary employees generally are hired by the Group pursuant to at-will employment contracts or employment contracts with a term of one year.

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The Company’s employees are members of a trade union organized under the auspices of the All-China’s Federation of Trade Unions, which is established in accordance with the Trade Union Law of China. A representative of the Company labor union currently serves on the Supervisory Committee of the Company. Each of the Company’s subsidiaries has its own trade union. The Group has not experienced any strikes, slowdowns or labor disputes that have interfered with its operations, and the Group believes that its relations with its employees are good.
All employees of the Group receive cash remuneration and certain non-cash benefits. Cash remuneration consists of salaries, bonuses and cash subsidies provided by the Group. Salaries are determined in accordance with the national basic wage standards. The total amount of wages payable by the Group to its employees is subject to a maximum limit based on the profitability of the Group and other factors. Bonuses are based on the profitability of the Group. Cash subsidies are intended as a form of cost-of-living adjustment. In addition to cash compensation, the Group’s contract employees receive certain non-cash benefits, including housing, education and health services, and the Group’s temporary employees receive limited health services, but not housing or education.
Employee benefits

Employee benefits are all forms of considerations given and other related expenditures incurred in exchange for services rendered by employees. Except for termination benefits, employee benefits are recognised as a liability in the period in which the associated services are rendered by employees, with a corresponding increase in cost of relevant assets or expenses in the current period.

(a) Retirement benefits

Pursuant to the relevant laws and regulations of the PRC, the Group has joined a defined contribution basic retirement scheme for the employees arranged by local Labour and Social Security Bureaus. The Group makes contributions to the retirement scheme at the applicable rates based on the amounts stipulated by the government organization. The contributions are charged to profit or loss on an accrual basis. When employees retire, the local Labour and Social Security Bureaus are responsible for the payment of the basic retirement benefits to the retired employees.

(b) Housing fund and other social insurances

Besides the retirement benefits, pursuant to the relevant laws and regulations of the PRC, the Group has joined defined social security contributions for employees, such as a housing fund, basic medical insurance, unemployment insurance, injury insurance and maternity insurance. The Group makes contributions to the housing fund and other social insurances mentioned above at the applicable rates based on the employees’ salaries. The contributions are recognized as cost of assets or charged to profit or loss on an accrual basis.

(c) Termination benefits

When the Group terminates the employment relationship with employees before the employment contracts have expired, or provides compensation as an offer to encourage employees to accept voluntary redundancy, a provision for the termination benefits provided, is recognized in profit or loss when both of the following conditions have been satisfied:

The Group has a formal plan for the termination of employment or has made an offer to employees for voluntary redundancy, which will be implemented shortly;

The Group is not allowed to withdraw from termination plan or redundancy offer unilaterally.

Workers’ Compensation
There is no workers’ compensation or other similar compensation scheme under the Chinese labor and employment system. As required by Chinese law, however, the Group, subject to certain conditions and limitations, pays for the medical expenses of any contract employee who suffer a work-related illness, injury or disability and continues to pay the full salary of, and provides all standard cash subsidies to, such employee during the term of such illness, injury or disability. The Group also pays for certain medical expenses of its temporary employees.

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Share Ownership
As of the date of this Annual Report, no Director, Senior Management or Supervisor of the Company is a beneficial owner of any shares of the Company’s capital stock. As of the date of this Annual Report, no arrangement has been put in place involving issue or grant of options or shares or securities of the Company to any of the Director, Senior Management, Supervisor or employees of the Company.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
Major Shareholders
Share Capital Structure
As of May 31, 2008, the total share capital of the Company was divided into 4,374,178,000 shares, of which approximately 50.3% (2,200,000,000 domestic shares) was held by CSAHC, approximately 26.84% (1,174,178,000 H shares) was held by Hong Kong and overseas shareholders and approximately 22.86% (1,000,000,000 A shares) was held by domestic shareholders. CSAHC owns 50.30% of the total share capital of the Company, therefore it is entitled to exercise all the rights of a controlling shareholder, including the election of executive Directors.
Substantial Shareholders
As of May 31, 2008, the following shareholders had an interest of 5% or more in the Company’s shares:

Name
Number of Shares
Approximate
Percentage
of the Total
Number of Shares
CSAHC2,200,000,000 domestic shares50.30%
HKSCC Nominees Limited1,162,215,598 H shares26.57%

The table below sets forth, as of May 31, 2008, the following entities hold 5% or more of the total number of H shares issued by the Company.

Name
 
Number of H Shares
 
Approximate
Percentage of
the Total
Number of H
Shares
 
HKSCC Nominees Limited  
1,162,215,598
  98.98%

Domestic shares and H shares have identical voting rights.
Related Party Transactions
The Company enters into transactions from time to time with CSAHC and its associates. For a description of such transactions, see Note 39 to the Financial Statements. In particular, the following arrangements, which the Company believes are material to its operations, have been made between the Company and CSAHC and its associates. The Company believes that these arrangements have been entered into by the Group in the ordinary course of business and in accordance with the agreements governing such transactions.

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Arrangements with CSAHC
Trademark License Agreement
The Company and CSAHC entered into a ten year trademark license agreement dated May 22, 1997 pursuant to which CSAHC acknowledges that the Company has the right to use the name “China Southern” and “China Southern Airlines” in both Chinese and English, and grants the Company a renewable royalty free license to use the kapok logo on a worldwide basis in connection with the Company’s airline and airline-related businesses. As CSAHC did not give a written notice of termination three months before the expiration of the agreement, the agreement is automatically renewed for another ten year term.

Leases
The Company as lessee and CSAHC as lessor have entered into the following lease agreements:
(1)On May 22, 1997, the Company and CSAHC entered into a Lease Agreement pursuant to which CSAHC leased to the Company certain land and properties at various locations in Guangzhou, Haikou and Wuhan for a term of five years, which was renewable by agreement between both parties thereto.

On May 15, 2001, the Company and CSAHC entered into a lease agreement pursuant to which CSAHC leased to the Company certain parcels of land, properties, and buildings at various locations at Hengyang, Jingzhou (previously known as “Shashi”) and Nanyang for a term of five years, and the rents were calculated on the basis of annual depreciation method. Such Lease Agreement was renewable by agreement between both parties thereto.

In order to comply with the relevant provisions of the Hong Kong Listing Rules regarding connected transactions, the Company and CSAHC have entered into a general lease agreement based on the above agreements through determination and negotiation regarding the actual situation of the lands, properties and buildings located in above areas. This Lease Agreement takes effect retrospectively on January 1, 2006, and is valid for a term of three years. Under this Lease Agreement, the total rent payable is RMB86,029,619.01, of which, the annual rents payable for the years 2006, 2007 and 2008 are RMB27,543,606.01, RMB28,657,966.99 and RMB29,828,046.01 respectively. However, the total rents in the original several lease agreements are RMB92,452,479.48 for the term of five years.
(2)The Company and CSAHC entered into an indemnification agreement dated May 22, 1997 in which CSAHC has agreed to indemnify the Company against any loss or damage caused by or arising from any challenge of, or interference with, the Company’s right to use certain land and buildings.
(3)The Company and CSAHC entered into a lease agreement dated November 12, 2004, under which CSAHC leases to the Company certain lands by leasing the land use rights of such lands to the Company. These lands had been administratively allocated to XJA and CNA for the purposes of their civil aviation and related businesses. Subsequently, CSAHC was authorized to deal with the land use rights of such lands, including leasing, but not transferring, such land use rights. Total area of the lands leased is 1,182,297 square meters, and the locations of such lands are in Urumqi, Shenyang, Dalian and Harbin. The lease is for a fixed term of three years, commencing from the effective date of the lease, and is renewable, subject to compliance with the relevant requirements of the Hong Kong Listing Rules by the Company, by an application in writing by the Company to the lessor three months before the end of the fixed term. The rent for the land use rights of the designated lands under lease agreement is RMB22,298,000 per year, payable in arrear by cheque, in cash or by bank transfer on or before the 10th day of each calendar month, and was determined after arm’s length negotiations between the parties. The maximum aggregate annual limit (“Cap”) for the lease agreement is set at RMB22,298,000 per year. This lease agreement expired on December 31, 2007 and the Company and CSAHC had entered into a new agreement regarding the said lease. For details, please refer to item (6) below.

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(4)The Company, CSAHC and CNA entered into a lease agreement dated November 12, 2004, under which CSAHC and CNA lease to the Company certain buildings, facilities and other infrastructure related to the civil aviation businesses of CNA situated at various locations in Shenyang, Dalian, Jilin, Harbin, Chaoyang and Russia. The lease is for a fixed term of three years, commencing from the date of the lease, and is renewable, subject to compliance with the relevant requirements of the Hong Kong Listing Rules by the Company, by an application in writing by the Company to the lessor three months before the end of the fixed term. The consideration for the lease agreement is RMB43,758,000 per year, payable in arrear by cheque, in cash or by bank transfer on or before the 10th day of each calendar month, and is determined after arm’s length negotiation between the parties. The Cap for the lease agreement is set at RMB43,758,000 per year. This lease agreement expired on December 31, 2007 and the Company and CSAHC had entered into a new agreement regarding the said lease. For details, please refer to item (6) below.
(5)The Company, CSAHC and XJA entered into a lease agreement dated November 12, 2004, under which CSAHC and XJA lease to the Company certain buildings, facilities and other infrastructure related to the civil aviation businesses of XJA situated in Xinjiang and Russia. The lease is for a fixed term of three years, commencing from the effective date of the lease, and is renewable, subject to compliance with the relevant requirements of the Hong Kong Listing Rules by the Company, by an application in writing by the Company to the lessor three months before the end of the fixed term. The consideration for the lease agreement is RMB5,798,000 per year, payable in arrear by cheque, in cash or by bank transfer on or before the 10th day of each calendar month, and is determined after arm’s length negotiation between the parties. The Cap for the lease agreement is set at RMB5,798,000 per year. This lease agreement expired on December 31, 2007 and the Company and CSAHC had entered into a new agreement regarding the said lease. For details, please refer to item (6) below.
(6)Due to the expiration on December 31, 2007 of the Land Use Rights Lease Agreement, the Property Lease Agreement between the Company and CSAHC, and CNA, as well as the Property Lease Agreement between the Company and CSAHC, and XJA as disclosed in items (3), (4) and (5) above, and in order to ensure normal operation of the Company, the Company, based on the current actual leasing conditions of both parties, consolidate the three agreements into two agreements by the type of the leased properties, namely the Land Lease Agreement and the Property Lease Agreement. Those two agreements were entered into between the Company and CSAHC on January 10, 2008 and effective for a period from January 1, 2008 to December 31, 2010. As provided for in the Land Lease Agreement and the Property Lease Agreement, the leased areas of the related lands and properties were changed to 1,104,209.69 square metres and 197,010.37 square metres respectively, and their annual rentals were adjusted to RMB21,817,145.00 and RMB48,474,632.77, or an aggregate of RMB70,291,777.77 for each of the years from 2008 to 2010. The rentals were determined by reference to the market rents of the same district and on the basis that unit rental and payment terms remained unchanged. The independent non-executive Directors of the Company have approved the above two agreements.

Acquisition/Disposal of Assets

The Company entered into an agreement on August 14, 2007 with CSAHC for the acquisition from CSAHC of the entire equity interests in SAG Air Catering Company, the assets of Guangzhou BiHuaYuan Training Centre, certain physical assets of Nan Lung Travel & Express (Hong Kong) Limited (“Nan Lung”) and the 51% equity interest in Nan Lung International Freight Company Limited held by Nan Lung for a total consideration of RMB270,000,000, and for the sale to CSAHC of a 90% interest in Guangzhou Aviation Hotel at a consideration of RMB75,000,000. The resolutions relating to the above transactions were unanimously approved by the independent non-executive Directors.

Arrangements with CSAHC’s Associates

Southern Airlines (Groups) Import and Export Trading Company ("SAIETC"), a wholly owned subsidiary of CSAHC

The Company and SAIETC entered into an Import and Export Agency Framework Agreement dated January 1, 2006 for the import and export of aircraft, flight equipment, special vehicles for airline use, communication and navigation facilities, and training facilities. The Import and Export Agency Framework Agreement is valid for a term of three years, commencing from the date of agreement, subject to compliance with the relevant provisions of the Hong Kong Listing Rules by the Company. Both parties agreed that the agency fee for import and export shall be determined after arm’s length negotiation and shall not be higher than the market rate. The annual cap for such agreement shall be RMB80,000,000 per annum. The independent non-executive Directors of the Company have approved the Import and Export Agency Framework Agreement.

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On January 10, 2008, the Company entered into a new Import and Export Agency Framework Agreement with SAIETC, pursuant to which the parties shall cooperate on the following business domains: import and export, customs clearance, declaration and examination, tendering and agency, etc.. The Agreement is valid from January 1, 2008 to December 31, 2010, and the annual cap for the commission should not exceed RMB90,000,000. The INEDs have approved this new Import and Export Agency Framework Agreement.

For the year ended December 31, 2007, the commission expense incurred by the Group in respect of the import and export of the above equipment was RMB46,205,000.
Southern Airlines Culture and Media Co., Ltd. (“SACM”), which is 50% owned by the Company and 50% owned by CSAHC

The Company and Southern Airlines Advertising Company (“SAAC”) entered into a new Advertising Agency Agreement dated January 1, 2006. SAAC and SACM entered into an acquisition agreement in 2006 whereby SACM acquired and merged with SAAC and assumed the rights, obligations and business of SAAC.

Advertising Agency Agreement is valid for a term of three years commencing from the date of the agreement. Under the agreement, SACM will produce advertisement script, graphic and music to the Company with the copyright of such products belonging to the Company, subject to compliance with the relevant provisions of the Listing Rules. The parties have determined the various rates for providing advertising services after negotiations on a fair and equitable basis, which are not higher than the market rates for similar advertising services. The independent non-executive Directors of the Company have approved such Advertising Agency Agreement.
On April 12, 2007, the Company and SACM entered into an Advertising Agency Framework Agreement for a term of three years commencing from the date of the agreement. Under the agreement, SACM will produce advertisement script, graphic and music for the Company with the copyrights of such products belonging to the Company, subject to compliance with the relevant provisions of the Hong Kong Listing Rules. The parties have agreed to determine the various rates for providing advertising agency services through negotiations on arms length basis, SACM has undertaken to charge the Company on the basis of the market rates for similar advertising agency services as accepted by the Company. Pursuant to the agreement, the annual caps for 2007, 2008 and 2009 shall be RMB16,000,000, RMB20,500,000 and RMB25,500,000 respectively. The INEDs have approved the agreement.

For the year ended December 31, 2007, payments made by the Group to SACM for advertising services amounted to RMB8,669,000.

China Southern Airlines Group Finance Company Limited (“SA Finance”) which is 66% owned by CSAHC, 21.1% owned by the Company and 12.9% owned in aggregate by subsidiaries of the Company

The Company entered into a Financial Services Agreement (“Financial Services Agreement”) dated May 22, 1997 with SA Finance for the provision of financial services such as deposit and loan facilities, credit facilities, financial guarantees and credit references. The agreement was extended to May 22, 2006. In order to comply with the new requirements under the Listing Rules, the Company and SA Finance entered into a new Financial Services Agreement on December 31, 2004. On November 15, 2007, the Group renewed the Financial Services Framework Agreement with SA Finance, commencing from January 1, 2008 for a period of three years, and is renewable upon request by the Company by written notice of not less than 30 days before the end of the fixed term, subject to compliance with the requirements of the listing rules applicable in the places of listing of the Company.
As the Financial Services Agreement constitutes a discloseable and non-exempt continuing connected transaction within the meaning of Rule 14A.35 of the Hong Kong Listing Rules, it is subject to requirements under Rule 14A.48 of the Hong Kong Listing Rules regarding the reporting, announcement and independent shareholders’ approval. The independent shareholders of the Company approved the Financial Services Framework Agreement at the first extraordinary general meeting of the Company held on January 18, 2008.

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Under such agreement, SA Finance agrees to provide to the Company the following financial services:

SA Finance shall pay interests to the Group regularly at a rate not lower than the current deposit rates set by the People’s Bank of China. The Group’s deposits placed with SA Finance were re-deposited in a number of banks, including the Industrial and Commercial Bank of China, China Construction Bank, Agricultural Bank of China, Bank of Communications, Bank of China, China Merchants Bank and Standard Chartered Bank (China), etc.. In order to ensure the implementation of the Agreement, SA Finance has agreed that the loans it provided to CSAHC and its subsidiaries other than the Group should not exceed the aggregate of share capital, reserves and total deposits of other companies (excluding the Group). The rates should be determined on arm’s length basis and based on fair market rate, and should not be higher than those available from independent third parties. The parties hereby agreed that the balance of the Group’s deposits placed with SA Finance (including accrued interests) should not at any time exceed RMB2.6 billion, nor should the balance of loans provided to SA Finance at any time exceed the above-mentioned level. The annual cap of fees payable to SA Finance for the other financial services should not exceed RMB5 million. The agreement is valid for a term of three years.

As of December 31, 2007, the Group’s deposits placed with SA Finance amounted to RMB906 million. The applicable interest rates are determined in accordance with the rates published by the People’s Bank of China.

As of December 31, 2007, loans from SA Finance to the Group amounted up to RMB329 million which bore interest at rates ranging from 5.10% to 6.16% per annum during the year.
Shenzhen Air Catering Company Limited, which is 33% owned by CSAHC, and 67% owned by two independent third parties

The Company and Shenzhen Air Catering Company Limited entered into an agreement dated May 23, 1997 for the sale and purchase of in-flight meals for flights originating or stopping at the airport in Shenzhen. Pursuant to such agreement, Shenzhen Air Catering Company Limited will supply in-flight meals to the Group from time to time during the term from May 23, 1997 to May 23, 1998. The parties have mutually agreed that the agreement can be renewed automatically.

For the year ended December 31, 2007, the amount payable by the Group to Shenzhen Air Catering Company Limited for the provision of in-flight meals was approximately RMB55,857,000.
China Southern West Australian Flying College Pty Ltd (the “Australian Pilot College”), which is 65% owned by the Company and 35% owned by CSAHC

CSAHC and the Australian Pilot College entered into an agreement dated October 7, 1993 for the provision of pilot training in Australia to the cadet pilots of CSAHC (the “Training Agreement”). The Training Agreement will remain in force unless terminated by either party upon 90 days’ prior written notice to the other party. Pursuant to the Demerger Agreement, the Company has assumed all the interests, rights and obligations of CSAHC under the Training Agreement.

For the year ended December 31, 2007, the amount payable by the Group to the Australian Pilot College for training services was RMB109,847,000.

Southern Airlines (Group) Economic Development Company, which is 61% owned by CSAHC and 39% owned by an independent third party

The Company and Southern Airlines (Group) Economic Development Company entered into an agreement dated May 22, 1997 for the provision of drinks, snacks, liquor, souvenirs and other products for a term extending from May 22, 1997 to May 22, 2007. Since May 23, 2007, Southern Airlines (Group) Economic Development Company has not carried out any continuing connected transactions for the provision of drinks, snacks, liquor, souvenirs and other products to the Company.

For the year ended December 31, 2007, the amount paid by the Group to Southern Airlines (Group) Economic Development Company for the provision of drinks, snacks, liquor, souvenirs and other products was RMB72,205,000.

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Sales arrangements

The Group has entered into Ticket Agency Agreements for the sale of the Group’s air tickets with several subsidiaries of CSAHC (the “Agents”). The Agents charge commission on the basis of the rates stipulated by the CAAC and International Air Transport Association (“IATA”). The Group has other air ticket sales agents in China who also charge commission at the same rates. The Agents also act as air ticket sales agents for other Chinese airlines and charge the same rates of commission to such other airlines as those charged to the Group.

The Company and China Southern Airlines Group Passenger and Cargo Agent Company Limited (“PCACL”), a wholly-owned subsidiary of CSAHC, have entered into a new ticket agency framework agreement and a new airfreight forwarding agency framework dated January 1, 2006 (“Two Sales Agency Framework Agreements”).

The Two Sales Agency Framework Agreements are valid for a term of three years commencing from the date of the agreements, subject to the compliance of relevant provisions under the Hong Kong Listing Rules. The parties agreed that the agency fee shall be determined after arm’s length negotiation and shall not be higher than the market rate. The annual cap under each of the Two Sales Agency Framework Agreements is set at RMB10,000,000 per annum.

The Company and PCACL have entered into the Framework Agreement on Expanded Businesses Including the Sale of Air Tickets, the Airfreight Forwarding Services, Chartered Flight and Pallets Agency Services, Delivery Services For the Outside Storage Area and the relevant Internal Operation Services For the Inside Storage Area of China Southern Airlines Company Limited dated January 10, 2008 (“New Sales Agreement”), which is valid from January 1, 2008 to December 31, 2010. Pursuant to the agreement, the cooperative scope of both parties thereto mainly comprises extended businesses including air ticket sales agency services, airfreight forwarding sales agency services, internal operation services for the inside storage area, and delivery services for the outside storage area and chartered flight and pallets sales agency business. The annual transaction cap of the sales value shall not exceed RMB250 million.

For the year ended December 31, 2007, the aggregate amount of ticket and cargo sales of the Group conducted through the above sales arrangement was RMB151,822,000.
SAG Air Catering Company

The Company and the SAG Air Catering Company entered into a catering agreement dated November 12, 2004 (“Catering Agreement”) under which the SAG Air Catering Company would supply: (1) in-flight meals in accordance with the menus of in-flight meals to be agreed with the Company from time to time, and in such quantity as the Company shall advise the Catering Company in advance; and (2) catering services for different flights of the Company (including normal, additional, chartered and temporary flights) originating or stopping at the domestic airports, mainly in northern China and the Xinjiang regions.

The Catering Agreement is for a fixed term of three years, commencing from the date of the agreement. The parties have agreed, after arm’s length negotiation, on the price of each type of in-flight meal and the service charges for each type of aircraft. The prices of in-flight meals and the service charges are not higher than the market rate of comparable in-flight meals and service charges. The SAG Air Catering Company would issue an invoice listing out the quantity of in-flight meals supplied, the agreed unit price and the total price payable for each of the Company flights it provides service for. The cap for the Catering Agreement is set at RMB220,000,000 per year. The Company and CSAHC entered into an acquisition agreement dated August 14, 2007 to acquire 100% equity interest of the SAG Air Catering Company.

For the year ended December 31, 2007, the Group has paid the in-flight meals charge in the sum of RMB101,338,000 pursuant to the Catering Agreement.

Guangzhou China Southern Airlines Property Management Company Limited (the “GCSAPMC”), which is 90% owned by CSAHC and 10% owned by the Company’s Union

The Company and GCSAPMC entered into a Framework Agreement for the Engagement of Property Management (“Property Management Framework Agreement”) dated January 1, 2006 in respect of engaging GCSAPMC to provide property management and improvement service with a term of three years from the date of this agreement. Pursuant to the agreement, the Company has appointed GCSAPMC to provide management and maintenance services for the Company’s headquarters in Guangzhou and to provide maintenance and management services for the 110KV transformer substation to ensure the ideal working conditions of the Company’s production and office facilities and physical environment, and the normal operation of equipment. The fee charging schedule (or charge standard) shall be determined at an arm’s length between both parties, and will not be higher than the fee charging schedule of independent third parties in similar industry. The annual cap for the Property Management Framework Agreement Framework Agreement is set at RMB47,010,000 per annum. The Property Management Framework Agreement has been approved by the independent non-executive Directors of the Company.

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For the year ended December 31, 2007, the Company paid the property management and maintenance fee of RMB31 million pursuant to the Property Management Framework Agreement.
Please also see note 37 to our consolidated financial statements included elsewhere in this Form 20-F.
Interests of Experts and Counsel
Not applicable.
Our audited consolidated financial statements are set forth beginning on page F-1, which can be found after Item 19.

No significant changes have occurred since the date of the financial statements provided in Item 18 below.

Legal Proceedings

From time to time, we may be subject to various claims and legal actions arising in the ordinary course of business. In May 2007, we received the court summons from the High People’s Court of Guangdong Province with respect to the contractual dispute lawsuit filed against us by Taiwan J & P International Tours Co., Ltd. and Taiwan China Southern Aviation Travel Co., Ltd. (the "Plaintiffs").
In August 2004, we entered into a cooperation agreement with the Plaintiffs and, in September 2004, Nan Lung Travel & Express (H.K.) Ltd., our Hong Kong sales agent, entered into an air ticket sales agency agreement with the Plaintiffs. The performance of both agreements has been completed. The Plaintiffs, however, have filed a lawsuit against us for liquidated damages for breach of the provisions on air ticket sales commissions and other payments under those two agreements. The amount of the claim is approximately HKD107 million. We are currently in the process of retaining legal counsel and will actively defend ourselves.

Although the proceeding is still at an early stage, we believe it will not have any material effect on the business operations and financial position of the Company.

Dividend Information
No interim dividend was paid during the year ended December 31, 2007. The Board of Directors does not recommend the payment of a final dividend in respect of the year ended December 31, 2007.
Offer and Listing Details
The principal trading market for the Company’s H Shares is the Hong Kong Stock Exchange, and the Company’s trading code is “1055”. The ADRs, each representing 50 H Shares, are evidenced by ADRs issued by The Bank of New York as the Depositary for the ADRs, and are listed on the New York Stock Exchange under the symbol “ZNH”.
In July 2003, the Company issued and listed 1,000,000,000 A shares on the Shanghai Stock Exchange with trading code of “600029”. The 2,200,000,000 Domestic Shares held by CSAHC are not listed on any stock exchange and are essentially not transferable by CSAHC.

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Set forth below for the periods indicated are the high and low sales prices of H Shares on the Hong Kong Stock Exchange, ADRs on the New York Stock Exchange and A Shares on the Shanghai Stock Exchange.

  
The Hong Kong
Stock Exchange
Price per H Share
(HK$)
 
The New York
Stock Exchange
Price per ADR
(US$)
 
The Shanghai
Stock Exchange
Price per A Share
(RMB)
 
  
High
 
Low
 
High
 
Low
 
High
 
Low
 
              
Annual Market Prices
             
Fiscal Year ended December 31, 2003
  3.50  1.46  22.78  9.53  5.34  3.75 
Fiscal Year ended December 31, 2004
  4.68  2.47  29.73  15.95  6.87  3.96 
Fiscal Year ended December 31, 2005
  3.10  1.83  19.93  11.68  5.30  2.23 
Fiscal Year ended December 31, 2006
  3.42  1.60  22.43  10.51  4.09  2.24 
Fiscal Year ended December 31, 2007
  13.90  3.25  94.48  20.81  28.73  4.26 
Quarterly Market Prices
                   
Fiscal Year ended December 31, 2006
                   
First Quarter
  2.45  2.18  15.82  14.00  2.97  2.48 
Second Quarter  2.30  1.66  14.96  10.82  2.92  2.24 
Third Quarter  2.25  1.60  14.86  10.51  2.94  2.27 
Fourth Quarter  3.42  2.29  22.43  14.06  4.09  2.95 
Fiscal Year ended December 31, 2007
                   
First Quarter
  4.22  3.25  26.82  20.81  7.43  4.26 
Second Quarter  5.59  3.37  35.64  21.80  9.48  7.80 
Third Quarter  13.90  5.01  94.48  32.37  28.73  8.42 
Fourth Quarter  12.08  7.97  77.97  49.45  27.95  19.08 
Monthly Market Prices             
December 2007  10.28  8.47  65.45  54.55  27.95  23.98 
January 2008  10.44  6.70  65.31  43.99  28.68  20.06 
February 2008  8.08  7.18  50.63  45.74  22.74  18.94 
March 2008  7.92  5.13  50.76  33.96  21.58  12.98 
April 2008  6.16  4.50  41.48  29.77  16.61  10.27 
May 2008  5.70  4.40  36.00  28.24  13.92  10.28 
June 2008 (up to June 19, 2008)  5.02  
3.67
  31.34  23.42  10.99  7.06 
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Plan of Distribution
Not applicable.
Markets
See “Offer and Listing Details” above.
Selling Shareholders
Not applicable.
Dilution
Not applicable.

Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION.
A.Share Capital
Not applicable.
B.Memorandum and Articles of Association
The following is a summary of certain provisions of our Articles of Association. As this is a summary, it does not contain all the information that may be important to you. You and your advisors should read the text of our Articles of Association for further information, which was filed as an exhibit to our Annual Report on Form 20-F for fiscal year 2006 filed with the Securities and Exchange Commission (File Number: 001-14660) dated on June 29, 2007.

The Company is registered with and has obtained a business license from the State Administration Bureau of Industry and Commerce of the People’s Republic of China on March 25, 1995. The Company’s business license number is 1000001001760.
On March 13, 2003, the Company obtained an approval certificate from the Ministry of Commerce to change to a permanent limited company with foreign investments and obtained the business license (Qi Gu Guo Zi Di No. 000995) on October 17, 2003 issued by the State Administration of Industry and Commerce of the People’s Republic of China.
Other Senior Administrative Officers
Pursuant to the Article 16 of the Articles of Association, other senior administrative officers of the Company refer to executive vice president, chief financial officer, the board secretary, chief economist, chief engineer, chief pilot, and chief legal adviser and chief information officer.
Objects and Purpose

Pursuant to the Article 18 of the Articles of Association, the scope of business of the Company includes: (I) provision of scheduled and non-scheduled domestic, regional and international air transportation services for passengers, cargo, mail and luggage; (II) undertaking general aviation services; (III) provision of aircraft repair and maintenance services; (IV) acting as agent for other domestic and international airlines; (V) provision of air catering services; (VI) provision of hotel business; (VII) acting as sale agent for aircraft leasing and aviation accident insurance; and (VIII) engaging in other airline or airline-related business, including advertising for such services.

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Directors
Pursuant to Article 244 of the Articles of Association, where a Director of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company, (other than his contract of service with the Company), he shall declare the nature and extent of his interests to the Board of Directors at the earliest opportunity, whether or not the contract, transaction or arrangement or proposal is otherwise subject to the approval of the Board of Directors.

Pursuant to Article 174 of the Articles of Association, where a Director is interested in any resolution proposed at a board meeting, such Director shall not be present and shall not have a right to vote. Such Director shall not be counted in the quorum of the relevant meeting.
Pursuant to Article 252 of the Articles of Association, the Company shall, with the prior approval of shareholders in general meeting, enter into a contract in writing with a Director wherein his emoluments are stipulated. The aforesaid emoluments include, emoluments in respect of his service as Director, Supervisor or senior administrative officer of the Company or any subsidiary of the Company; emoluments in respect of the provision of other services in connection with the management of the affairs of the Company and any of its subsidiaries; and payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office.
Pursuant to Article 162(6) of the Articles of Association, the Board of Directors has the power to formulate proposals for increases or reductions in the Company’s registered capital and the issue of debentures of the Company; such resolutions must be passed by more than two-thirds of all the Directors.
There is no mandatory retirement age for the Directors of the Company. The Directors of the Company are not required to hold shares of the Company.
Ordinary Shares
Pursuant to Article 26 of the Articles of Association, subject to the approval of the securities authority of the State Council, the Company may issue and offer shares to domestic investors or foreign investors for subscription. Foreign investors are those investors of foreign countries and regions of Hong Kong, Macau and Taiwan who subscribe for shares issued by the Company. Domestic investors are those investors within the territory of the PRC (excluding investors of the regions referred to in the preceding sentence) who subscribe for shares issued by the Company.

Pursuant to Article 27 of the Articles of Association, shares issued by the Company to domestic investors for subscription in Renminbi shall be referred to as “Domestic-Invested Shares”. Shares issued by the Company to foreign investors for subscription in foreign currencies shall be referred to as “Foreign-Invested Shares”. Foreign-Invested Shares which are listed overseas are called “Overseas-Listed Foreign-Invested Shares”. The foreign currencies mean the legal currencies (apart from Renminbi) of other countries or districts which are recognized by the foreign exchange control authority of the state and can be used to pay the Company for the share price.
Pursuant to Article 28 of the Articles of Association, Domestic-Invested Shares issued by the Company shall be called “A Shares”. Overseas-Listed Foreign-Invested Shares issued by the Company and listed in Hong Kong shall be called “H Shares”. H Shares are shares which have been admitted for listing on The Stock Exchange of Hong Kong Limited, the par value of which is denominated in Renminbi and which are subscribed for and traded in Hong Kong dollars. H Shares can also be listed on a stock exchange in the United States of America in the form of ADR.
The Company has issued a total of 4,374,178,000 ordinary shares, of which (a) 2,200,000,000 are Domestic Shares held by CSAHC, (b) 1,174,178,000 are H Shares held by Hong Kong and overseas shareholders and (c) 1,000,000,000 are A Shares held by PRC shareholders.
Pursuant to Article 62 of the Articles of Association, the ordinary shareholders of the Company shall enjoy the following rights:

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(1)the right to attend or appoint a proxy to attend shareholders’ general meetings and to vote thereat;

(2)the right to dividends and other distributions in proportion to the number of shares held;

(3)the right of supervisory management over the Company’s business operations, and the right to present proposals or enquiries;

(4)the right to transfer, donate or pledge his shares in accordance with laws, administrative regulations and provisions of these Articles of Association;

(5)the right of knowledge and decision making power with respect to important matters of the Company in accordance with laws, administrative regulations and these Articles of Association;

(6)the right to obtain relevant information in accordance with the provisions of these Articles of Association, including:

(i)the right to obtain a copy of these Articles of Association, subject to payment of the cost of such copy;
(ii)the right to inspect and copy, subject to payment of a reasonable charge;
(a)all parts of the register of shareholders;
(b)personal particulars of each of the Company’s directors, supervisors, president and other senior administrative officers, including:
(aa)present name and alias and any former name or alias;
(bb)principal address (residence);
(cc)nationality;
(dd)primary and all other part-time occupations and duties;
(ee)identification documents and their relevant numbers;
(c)state of the Company’s share capital;
(d)reports showing the aggregate par value, quantity, highest and lowest price paid in respect of each class of shares repurchased by the Company since the end of last accounting year and the aggregate amount paid by the Company for this purpose;
(e)minutes of shareholders’ general meetings; and
(f)interim and annual reports of the Company.
(7)in the event of the termination or liquidation of the Company, to participate in the distribution of surplus assets of the Company in accordance with the number of shares held; and

(8)other rights conferred by laws, administrative regulations and these Articles of Association.

Pursuant to Article 55 of the Articles of Association, the ordinary shareholders of the Company shall assume the following obligations:

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(1)to abide by these Articles of Association;

(2)to pay subscription monies according to the number of shares subscribed and the method of subscription;

(3)no right to return shares to the Company unless laws and regulations provide otherwise; and

(4)other obligations imposed by laws, administrative regulations and these Articles of Association.

Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscriber of the relevant shares on subscription.
Action necessary to change rights of shareholders
Pursuant to Article 112 of the Articles of Association, shareholders who hold different classes of shares are shareholders of different classes.
The holders of the Domestic-Invested Shares and holders of Overseas-Listed Foreign-Invested Shares shall be deemed to be shareholders of different classes.
Pursuant to Article 113 of the Articles of Association, rights conferred on any class of shareholders in the capacity of shareholders (“class rights”) may not be varied or abrogated unless approved by a special resolution of shareholders in general meeting and by holders of shares of that class at a separate meeting conducted in accordance with Articles 115 to 119.
Pursuant to Article 115 of the Articles of Association, shareholders of the affected class, whether or not otherwise having the right to vote at shareholders’ general meetings, shall nevertheless have the right to vote at class meetings in respect of matters concerning sub-paragraphs (2) to (8), (11) and (12) of Article 114, but interested shareholder(s) shall not be entitled to vote at class meetings. “Interested shareholder(s)” is:
(1)in the case of a repurchase of shares by offers to all shareholders or public dealing on a stock exchange under Article 31, a “controlling shareholder” within the meaning of Article 57;
(2)in the case of a repurchase of share by an off-market contract under Article 31, a holder of the shares to which the proposed contract relates; and
(3)in the case of a restructuring of the Company, a shareholder within a class who bears less than a proportionate obligation imposed on that class under the proposed restructuring or who has an interest in the proposed restructuring different from the interest of shareholders of that class.

Pursuant to Article 116 of the Articles of Association, resolutions of a class of shareholders shall be passed by votes representing more than two-thirds of the voting rights of shareholders of that class represented at the relevant meeting who, according to Article 115, are entitled to vote at class meetings.
Pursuant to Article 117 of the Articles of Association, written notice of a class meeting shall be given forty-five days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting. A shareholder who intends to attend the class meeting shall deliver his written reply concerning attendance at the class meeting to the Company twenty days before the date of the class meeting.
If the number of shares carrying voting rights at the meeting represented by the shareholders who intend to attend the class meeting reaches more than one half of the voting shares at the class meeting, the Company may hold the class meeting; if not, the Company shall within five (5) days notify the shareholders again by public notice of the matters to be considered, the date and the place for the class meeting. The Company may then hold the class meeting after such publication of notice.
Pursuant to Article 118 of the Articles of Association, notice of class meetings need only be served on shareholders entitled to vote thereat.

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Meeting of any class of shareholders shall be conducted in a manner as similar as possible to that of general meetings of shareholders. The provisions of these Articles of Association relating to the manner to conduct any shareholders’ general meeting shall apply to any meeting of a class of shareholders.
Pursuant to Article 119 of the Articles of Association, the special procedures for voting at any meeting of a class of shareholders shall not apply to the following circumstances:
(1)where the Company issues, upon the approval by special resolution of its shareholders in general meeting, either separately or concurrently once every twelve months, not more than 20 percent of each of its existing issued Domestic-Invested Shares and Overseas-Listed Foreign-Invested Shares; and

(2)where the Company’s plan to issue Domestic-Invested Shares and Overseas-Listed Foreign-Invested Shares at the time of its establishment is carried out within fifteen months from the date of approval of the Securities Committee of the State Council.

Meetings of shareholders
Shareholders’ general meetings is the organ of authority of the Company and shall exercise its functions and powers, among other things, to decide on the Company’s operational policies and investment plans, to elect and replace directors and decide on matters relating to the remuneration of directors, to examine and approve reports of the board of directors, etc.

There are two types of shareholders’ general meetings: annual general meetings and extraordinary general meetings. Shareholders’ general meetings shall be convened by the Board of Directors. Annual general meetings are held once every year and within six months from the end of the preceding financial year.
Under any of the following circumstances, the Board of Directors shall convene an extraordinary general meeting within two months:

(1)when the number of Directors is less than the number of Directors required by the Company Law or two thirds of the number of Directors specified in the Articles of Association;
(2)when the unrecovered losses of the Company amount to one third of the total amount of its share capital;
(3)when shareholder(s) holding 10 percent or more of the Company’s issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting;
(4)when deemed necessary by the Board of Directors or as requested by the Supervisory Committee.

When the Company convenes a shareholders’ general meeting, written notice of the meeting shall be given forty five days before the date of the meeting to notify all of the shareholders in the share register of the matters to be considered and the date and the place of the meeting. A shareholder who intends to attend the meeting shall deliver his written reply concerning the attendance of the meeting to the Company twenty days before the date of the meeting.
The Company shall, based on the written replies received twenty days before the date of the shareholders’ general meeting from the shareholders, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half or more of the Company’s total voting shares, the Company may hold the meeting; if not, then the Company shall within five days notify the shareholders again by public notice of the matters to be considered, the place and date for, the meeting. The Company may then hold the meeting after such publication of notice.
Limitation on right to own securities
The PRC Special Regulations on Overseas Offering and the Listing of Shares by Companies Limited by Share (the “Special Regulations”) and the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (the “Mandatory Provisions”) provide for different classes of shares to be subscribed for and traded by local and overseas investors respectively. Shares which can be traded by overseas investors must be in registered form and while denominated in Renminbi, they are traded in foreign currency with dividends payable in foreign currency. Local investors are prohibited from dealing in such shares.

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Merger, acquisition or corporate restructuring
Pursuant to Article 221 of the Articles of Association, in the event of the merger or division of the Company, a plan shall be presented by the Company’s Board of Directors and shall be approved in shareholders’ general meeting and the relevant examining and approving formalities shall be processed as required by law. A shareholder who objects to the plan of merger or division shall have the right to demand the Company or the shareholders who consent to the plan of merger or division to acquire that dissenting shareholder’s shareholding at a fair price. The contents of the resolution of merger or division of the Company shall be made into special documents for shareholders’ inspection. Such special documents shall be sent by mail to holders of Overseas-Listed Foreign-Invested Shares.
The Articles of Association do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed.
C.Material Contracts
The Company has not entered into any material contracts other than in the ordinary course of business and other than those described in this Item 10, Item 7, "Related Party Transactions", Item 4, “Information on the Company” or elsewhere in this Annual Report on Form 20-F.

(a)Pursuant to the Airbus Aircraft Acquisition Agreement dated July 6, 2006 between the Company and Airbus, the Company would acquire 50 Airbus A320 series aircraft from Airbus. The aggregate catalogue price for the Airbus Aircraft is approximately US$3.316 billion. The aggregate consideration for the acquisition of the Airbus Aircraft is payable by cash in installments and the Airbus Aircraft will be delivered in stages to the Company during the period commencing from 2009 to 2010. The Board has passed resolutions with regard to the change in method of procuring eight A320 series out of the abovementioned 50 Airbus A320 series aircraft from purchase to operating lease.

(b)Pursuant to the Boeing Aircraft Acquisition Agreement dated October 13, 2006 between the Company and Boeing, the Company would purchase 6 Boeing B777F freighters from Boeing. The catalogue price of a Boeing B777F freighter is US$232 million. The aggregate consideration for the acquisition of the B777F Freighters is partly payable by cash of the Company, and partly by financing arrangements with banking institutions and the Boeing Aircraft will be delivered in stages to the Company during the period commencing from November 2008 to July 2010.

(c)Pursuant to the Xiamen Aircraft Acquisition Agreement dated October 13, 2006 between Xiamen Airlines and Boeing, Xiamen Airlines would acquire six Boeing B737 aircraft from Boeing. The catalogue price of a Boeing B737 aircraft is US$66-US$75 million. Such catalogue price includes price for airframe and engine. The aggregate consideration for the acquisition of the B737 Aircraft is payable by cash in installments and the B737 Aircraft will be delivered to Xiamen Airlines in 2010.

(d)
Pursuant to the Aircraft Acquisition Agreement dated July 16, 2007 between the Company and Airbus SNC, the Company will acquire20 Airbus A320 series aircraft from Airbus SNC. The catalogue price for each of the Airbus A320 series aircraft is in the range from US$66.5 to US$85.9 million. Such catalogue price includes the price for airframe and engines. The aggregate consideration for the acquisition of the A320 aircraft will be partly payable by cash of the Company, and partly by financing arrangements with banking institutions. The A320 aircraft will be delivered in stages to the Company during the period commencing from March 2009 to August 2010.

(e)Pursuant to the Xiamen Aircraft Acquisition Agreement dated July 16, 2007 between Xiamen Airlines and Boeing, Xiamen Airlines will acquire 25 Boeing B737 aircraft from Boeing. The catalogue price for each of the Boeing B737 aircraft is in the range from US$70.5 to US$79 million. Such catalogue price includes the price for airframe and engines. The aggregate consideration for the acquisition of the B737 aircraft will be partly payable by cash of Xiamen Airlines, and partly by financing arrangements with banking institutions. The B737 aircraft will be delivered in stages to Xiamen Airlines during the period commencing from July 2011 to November 2013.

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(f)Pursuant to the Aircraft Acquisition Agreement dated August 20, 2007 between the Company and Boeing, the Company will acquire 55 Boeing B737 series aircraft from Boeing, the catalogue price of a Boeing B737 series aircraft is in the range of US$57 -US$79 million. Such catalogue price includes price for airframe and engines. The aggregate consideration for the acquisition of the Boeing aircraft will be partly payable by cash of the Company, and partly by financing arrangements with banking institutions. The Boeing aircraft will be delivered in stages to the Company during the period commencing from May 2011 to October 2013.

(g)Pursuant to the Aircraft Acquisition Agreement dated October 23, 2007 between the Company and Airbus SNC, the Company will acquire 10 Airbus A330-200 aircraft from Airbus SNC, the catalogue price of an Airbus A330-200 aircraft is in the range of US$167.7-176.7 million. Such catalogue price includes price for airframe and engines. The aggregate consideration for the acquisition will be partly payable by cash of the Company, and partly by financing arrangements with banking institutions. The Airbus aircraft will be delivered in stages to the Company during the period commencing from March 2010 to August 2012.

(h)Pursuant to the Xiamen Aircraft Acquisition Agreement dated April 18, 2008 between Xiamen Airlines and Boeing, Xiamen Airlines will acquire 20 Boeing B737 series aircraft from Boeing. According the information provided by Boeing, the aggregate catalogue price for the 20 Boeing B737 series aircraft is around US$1,500 million. Such catalogue price includes price for airframe and engines. The aggregate consideration for the acquisition of the Boeing aircraft will be partly payable by cash of Xiamen Airlines, and partly by financing arrangements with banking institutions. The Boeing aircraft will be delivered in stages to Xiamen Airlines during the period commencing from April 2014 to October 2015.

D.Exchange Controls
Under current Chinese foreign exchange regulations, Renminbi is fully convertible for current account transactions, but is not freely convertible for capital account transactions. Current account foreign currency transactions can be undertaken without prior approval from the relevant Chinese Government agencies by producing commercial documents evidencing such transactions, provided that they are processed through Chinese banks licensed to engage in foreign currency transactions. Conversion from Renminbi into a foreign currency or vice versa for purposes of capital account transactions requires prior approvals of relevant Chinese Government agencies. This restriction on capital account transactions could affect the ability of the Company to acquire foreign currency for capital expenditures.
The Company is generally required by law to sell all its foreign currency revenues to Chinese banks. The Company may purchase foreign currency directly from Chinese banks for any current account transactions, such as trade transactions in its usual and normal course of business, including acquisition of aircraft, jet fuel and flight equipment (such acquisition requires approvals from the relevant Chinese Government agencies). Payment of dividends by the Company to holders of the Company’s H Shares and ADRs is also considered a current account transaction under Chinese law. Therefore, there is no legal restriction on the conversion of Renminbi into foreign currency for the purpose of paying dividends to such holders of H Shares and ADRs. In addition, the Company’s Articles of Association require the Company to pay dividends to holders of the Company’s H Shares and ADRs in foreign currency.
On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar so that the Renminbi is now permitted to fluctuate within a band against a basket of certain foreign currencies. On May 18, 2007, the People’s Bank of China announced that the floating band of Renminbi would be permitted to rise or fall by as much as 0.5%. The PRC government has stated publicly that it intends to further liberalize its currency policy, which could result in a further and more significant change in the value of the Renminbi against the U.S. dollar. Any significant revaluation of the Renminbi may have a material adverse effect on the Company's financial performance, and the value of, and any dividends payable on, the Company's H Shares and ADRs in foreign currency terms.

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Other Limitations
There are no limitations on the right of non-resident or foreign owners to hold or vote H Shares or ADRs imposed by Chinese law or by the Articles of Association or other constituent documents of the Company. However, under current Chinese law, foreign ownership of the Company may not exceed 49%.

E.Taxation

Chinese Taxation

The following is a general summary of certain Chinese tax consequences of the acquisition, ownership and disposition of H Shares and ADRs. This summary is based upon tax laws of China as in effect on the date of this Annual Report, including the income tax treaty between the United States and China (the “U.S.-PRC Tax Treaty”), all of which are subject to change or different interpretation.

In general, for Chinese tax purposes, holders of ADRs will be treated as the owners of the H Shares represented by those ADRs, and exchanges of H Shares for ADRs, and ADRs for H Shares, will not be subject to taxation under the laws of China.

This summary does not purport to address all material tax consequences for holders or prospective purchasers of H Shares or ADRs, and does not take into account the specific circumstances of such investors. Investors should consult their own tax advisors as to Chinese or other tax consequences of the acquisition, ownership and disposition of H Shares or ADRs.

As a result of the new tax law, the statutory income tax rate currently adopted by the Company and its subsidiaries has changed from 33% to 25% with effect from January 1, 2008. Pursuant to new tax law, the income tax rates of entities that previously enjoyed preferential tax rates of 15% and 18% have been revised to 18%, 20%, 22%, 24% and 25% for 2008, 2009, 2010, 2011 and 2012 respectively.

Dividends

The new tax law generally provides for the imposition of a withholding tax on dividends paid by a Chinese company to a non-resident enterprise at a rate of 10%.

For individuals, Chinese tax law generally provides that an individual who receive dividends from the Company is subject to a 20% income tax. Currently, dividend income received by any foreign individual that holds overseas shares in any Chinese domestic enterprise is temporarily exempt from income tax. In the event that the exemption is discontinued, such payments will be subject to individual income tax at the 20% rate unless the holder is entitled to a tax waiver or a lower tax rate under an applicable double-taxation treaty.
China currently has double-taxation treaties with a number of countries, including Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States. Under the U.S.-PRC Tax Treaty, China may tax a dividend paid by the Company to a U.S. holder up to a maximum of 10% of the gross amount of such dividend
Capital Gains from Transfer or Disposition of Shares

The new tax law generally provides that a non-resident enterprise is subject to a 10% capital gains tax for the transfer or disposition of Shares.

For individual share holders, Chinese tax law generally provides that an individual who transfers or otherwise disposes of a company’s shares of capital stock is subject to a 20% capital gains tax. Currently, all individuals are temporarily exempt from capital gains tax on transfers of shares of capital stock of joint stock companies, such as the Company. Should such temporary exemption be discontinued, such holders may be subject to a 20% capital gains tax unless reduced by an applicable double-taxation treaty.

Under the U.S.-PRC Tax Treaty, for example, China may only impose a 20% capital gains tax from the sale or other disposition by a U.S. holder of H Shares or ADRs representing an interest in the Company of 25% or more.

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Stamp Duty

Transfers of shares of capital stock of a company are not subject to Chinese stamp duty if the stock transfer documents are not executed or received within China (excluding Hong Kong, Macau and Taiwan).
United States Federal Income Taxation
This discussion describes the material U.S. federal income tax consequences of the purchase, ownership and disposition of the Company’s ADRs. This discussion does not address any aspect of U.S. federal gift or estate tax, or the state, local or foreign tax consequences of an investment in the Company’s ADRs. This discussion applies to you only if you hold and beneficially own the Company’s ADRs as capital assets for tax purposes. This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as:

·dealers in securities or currencies;
·traders in securities that elect to use a mark-to-market method of accounting for securities holdings;

·banks or other financial institutions;

·insurance companies;

·tax-exempt organizations;
·partnerships and other entities treated as partnerships for U.S. federal income tax purposes or persons holding ADRs through any such entities;
·persons that hold ADRs as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment;
·U.S. Holders (as defined below) whose functional currency for tax purposes is not the U.S. dollar;
·persons liable for alternative minimum tax; or
·persons who actually or constructively own 10% or more of the total combined voting power of all classes of the Company’s shares (including ADRs) entitled to vote.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, which is referred to in this discussion as the Code, its legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. In addition, this discussion relies on the assumptions regarding the value of the Company’s shares and the nature of its business over time. Finally, this discussion is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. For U.S. federal income tax purposes, as a holder of ADRs, you are treated as the owner of the underlying ordinary shares represented by such ADRs.
You should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of the Company’s ADRs, as well as the consequences to you arising under the laws of any other taxing jurisdiction.
For purposes of the U.S. federal income tax discussion below, you are a “U.S. Holder” if you beneficially own ADRs and are:

·a citizen or resident of the United States for U.S. federal income tax purposes;
·a corporation, or other entity taxable as a corporation, that was created or organized in or under the laws of the United States or any political subdivision thereof;
·an estate the income of which is subject to U.S. federal income tax regardless of its source; or

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·a trust if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect to be treated as a U.S. person.

If you are not a U.S. person, please refer to the discussion below under “Non-U.S. Holders.”
For U.S. federal income tax purposes, income earned through a foreign or domestic partnership or other flow-through entity is attributed to its owners. Accordingly, if a partnership or other flow-through entity holds ADRs, the tax treatment of the holder will generally depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity.
U.S. Holders
Dividends on ADRs
Subject to the “Passive Foreign Investment Company” discussion below, if the Company makes distributions and you are a U.S. Holder, the gross amount of any distributions you receive on your ADRs will generally be treated as dividend income if the distributions are made from the Company’s current or accumulated earnings and profits, calculated according to U.S. federal income tax principles. Dividends will generally be subject to U.S. federal income tax as ordinary income on the day you actually or constructively receive such income. However, if you are an individual and have held your ADRs for a sufficient period of time, dividend distributions on the Company’s ADRs will generally constitute qualified dividend income taxed at a preferential rate (generally 15% for dividend distributions before January 1, 2009) as long as the Company’s ADRs continue to be readily tradable on the New York Stock Exchange and certain other conditions apply. You should consult your own tax adviser as to the rate of tax that will apply to you with respect to dividend distributions, if any, you receive from us.
Distributions on the Company’s ADRs, if any, will generally be taxed to you as dividend distributions for U.S. tax purposes. Even if you are a corporation, you will not be entitled to claim a dividends-received deduction with respect to distributions you receive from the Company. Dividends generally will constitute foreign source passive income for U.S. foreign tax credit limitation purposes.

Sales and other dispositions of ADRs
Subject to the “Passive Foreign Investment Company” discussion below, when you sell or otherwise dispose of the Company’s ADRs, you will generally recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and your adjusted tax basis in the ADRs, both as determined in U.S. dollars. Your adjusted tax basis will generally equal the amount you paid for the ADRs. Any gain or loss you recognize will be long-term capital gain or loss if your holding period in the Company’s ADRs is more than one year at the time of disposition. If you are an individual, any such long-term capital gain will be taxed at preferential rates. Your ability to deduct capital losses will be subject to various limitations.
Passive Foreign Investment Company
If the Company were a Passive Foreign Investment Company (“PFIC”) in any taxable year in which you hold the Company’s ADRs, as a U.S. Holder, you would generally be subject to adverse U.S. tax consequences, in the form of increased tax liabilities and special U.S. tax reporting requirements.
The Company will be classified as a PFIC in any taxable year if either: (1) the average percentage value of its gross assets during the taxable year that produce passive income or are held for the production of passive income is at least 50% of the value of its total gross assets; or (2) 75% or more of its gross income for the taxable year is passive income (such as certain dividends, interest or royalties). For purposes of the first test: (1) any cash, cash equivalents, and cash invested in short-term, interest bearing, debt instruments, or bank deposits that is readily convertible into cash, will generally count as producing passive income or held for the production of passive income; and (2) the average value of the Company’s gross assets is calculated based on its market capitalization.

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The Company believes that it was not a PFIC for the taxable year 2007. However, there can be no assurance that the Company will not be a PFIC for the taxable year 2008 and/or later taxable years, as PFIC status is re-tested each year and depends on the facts in such year. For example, the Company would be a PFIC for the taxable year 2007 if the sum of its average market capitalization, which is its share price multiplied by the total amount of its outstanding shares, and its liabilities over that taxable year is not more than twice the value of its cash, cash equivalents, and other assets that are readily converted into cash.
If the Company were a PFIC, you would generally be subject to additional taxes and interest charges on certain “excess” distributions the Company makes and on any gain realized on the disposition or deemed disposition of your ADRs, regardless of whether the Company continues to be a PFIC in the year in which you receive an “excess” distribution or dispose of or are deemed to dispose of your ADRs. Distributions in respect of your ADRs during a taxable year would generally constitute “excess” distributions if, in the aggregate, they exceed 125% of the average amount of distributions in respect of your ADRs over the three preceding taxable years or, if shorter, the portion of your holding period before such taxable year.
To compute the tax on “excess” distributions or any gain, (1) the “excess” distribution or the gain would be allocated ratably to each day in your holding period, (2) the amount allocated to the current year and any tax year before the Company became a PFIC would be taxed as ordinary income in the current year, (3) the amount allocated to other taxable years would be taxable at the highest applicable marginal rate in effect for that year, and (4) an interest charge at the rate for underpayment of taxes for any period described under (3) above would be imposed with respect to any portion of the “excess” distribution or gain that is allocated to such period. In addition, if the Company were a PFIC, no distribution that you receive from the Company would qualify for taxation at the preferential rate discussed in the “Dividends on ADRs” section above.
If the Company were a PFIC in any year, as a U.S. Holder, you would be required to make an annual return on IRS Form 8621 regarding your ADRs. However, the Company does not intend to generate, or share with you, information that you might need to properly complete IRS Form 8621. You should consult with your own tax adviser regarding reporting requirements with regard to your ADRs.
If the Company were a PFIC in any year, you would generally be able to avoid the “excess” distribution rules described above by making a timely so-called “mark-to-market” election with respect to your ADRs provided the Company’s ADRs are “marketable”. The Company’s ADRs will be “marketable” as long as they remain regularly traded on a national securities exchange, such as the New York Stock Exchange. If you made this election in a timely fashion, you would generally recognize as ordinary income or ordinary loss the difference between the fair market value of your ADRs on the first day of any taxable year and their value on the last day of that taxable year. Any ordinary income resulting from this election would generally be taxed at ordinary income rates and would not be eligible for the reduced rate of tax applicable to qualified dividend income. Any ordinary losses would be limited to the extent of the net amount of previously included income as a result of the mark-to-market election, if any. Your basis in the ADRs would be adjusted to reflect any such income or loss. You should consult with your own tax adviser regarding potential advantages and disadvantages to you of making a “mark-to-market” election with respect to your ADRs. Separately, if the Company were a PFIC in any year, you would be able to avoid the “excess” distribution rules by making a timely election to treat us as a so-called “Qualified Electing Fund” or “QEF”. You would then generally be required to include in gross income for any taxable year (1) as ordinary income, your pro rata share of the Company’s ordinary earnings for the taxable year, and (2) as long-term capital gain, your pro rata share of the Company’s net capital gain for the taxable year. However, the Company does not intend to provide you with the information you would need to make or maintain a “QEF” election and you will, therefore, not be able to make or maintain such an election with respect to your ADRs.

Non-U.S. Holders
If you beneficially own ADRs and are not a U.S. Holder for U.S. federal income tax purposes (a “Non-U.S. Holder”), you generally will not be subject to U.S. federal income tax or withholding tax on dividends received from the Company with respect to ADRs unless that income is considered effectively connected with your conduct of a U.S. trade or business and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax with respect to income from your ADRs, such dividends are attributable to a permanent establishment that you maintain in the United States. You generally will not be subject to U.S. federal income tax, including withholding tax, on any gain realized upon the sale or exchange of ADRs, unless:

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·that gain is effectively connected with the conduct of a U.S. trade or business and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax with respect to income from your ADRs, such gain is attributable to a permanent establishment that you maintain in the United States; or
·you are a non-resident alien individual and are present in the United States for at least 183 days in the taxable year of the sale or other disposition and either (1) your gain is attributable to an office or other fixed place of business that you maintain in the United States or (2) you have a tax home in the United States.

If you are engaged in a U.S. trade or business, unless an applicable tax treaty provides otherwise, the income from your ADRs, including dividends and the gain from the disposition of the Company’s ADRs, that is effectively connected with the conduct of that trade or business will generally be subject to the rules applicable to U.S. Holders discussed above. In addition, if you are a corporation, you may be subject to an additional branch profits tax at a rate of 30% or any lower rate under an applicable tax treaty.
U.S. information reporting and backup withholding rules
In general, dividend payments with respect to the ADRs and the proceeds received on the sale or other disposition of those ADRs may be subject to information reporting to the IRS and to backup withholding (currently imposed at a rate of 28%). Backup withholding will not apply, however, if you (1) are a corporation or come within certain other exempt categories and, when required, can demonstrate that fact or (2) provide a taxpayer identification number, certify as to no loss of exemption from backup withholding and otherwise comply with the applicable backup withholding rules. To establish your status as an exempt person, you will generally be required to provide certification on IRS Form W-9, W-8BEN or W-8ECI, as applicable. Any amounts withheld from payments to you under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that you furnish the required information to the IRS.
HOLDERS OF THE COMPANY’S ADRS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF THE ADRS, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION AND INCLUDING ESTATE, GIFT, AND INHERITANCE LAWS.
F.Dividends and Paying Agents
Not applicable.
G.Statement by Experts
Not applicable.
H.Documents on Display
The Company has filed this Annual Report on Form 20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Statements made in this Annual Report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Exchange Act and file reports and other information with the Securities and Exchange Commission. Reports and other information which the Company filed with the Securities and Exchange Commission, including this Annual Report on Form 20-F, may be inspected and copied at the public reference room of the Securities and Exchange Commission at 450 Fifth Street N.W. Washington D.C. 20549.
You can also obtain copies of this Annual Report on Form 20-F by mail from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. Additionally, copies of this material may be obtained from the Securities and Exchange Commission’s Internet site at http://www.sec.gov. The Commission’s telephone number is 1-800-SEC-0330. Copies of this material may also be obtained for the Company's website at http:// www.csair.com.

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I.Subsidiary Information
Not applicable.

Comparison of New York Stock Exchange Corporate Governance Rules and China Corporate Governance Rules for Listed Companies

Under the amended Corporate Governance Rules of New York Stock Exchange (NYSE), foreign issuers (including the Company) listed on the NYSE are required to disclose a summary of the significant differences between their domestic corporate governance rules and NYSE corporate governance rules that would apply to a U.S. domestic issuer. A summary of such differences is listed below:

NYSE corporate governance rules
Corporate governance rules applicable to the domestically listed companies in China and the Company’s governance practices
Director Independence
A listed company must have a majority of independent directors on its board of directors. No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). In addition, a director must meet certain standards to be deemed independent. For example, a director is not independent if the director is, or has been within the last three years, an employee of the listed company, or if the director has received, during any twelve-month period within the last three years, more than US$100,000 in direct compensation from the listed company.
Director Independence
Any listed company must establish an independent director system and set forth specific requirements for the qualification of independent directors. An independent director shall not hold any other position in the listed company other than being a director and shall not be influenced by the main shareholders or the controlling persons of the listed company, or by any other entities or persons with whom the listed company has a significant relationship.
The Company’s governance practices
The Company has complied with the relevant Chinese corporate governance rules and has implemented internal rules governing the independence and responsibilities of independent directors. The Company determines the independence of independent directors every year.
The non-management directors of each listed company must meet at regularly scheduled executive sessions without management.No similar requirements.
Nominating/Corporate Governance Committee
Listed companies must have a nominating/corporate governance committee composed entirely of independent directors.
The nominating/corporate governance committee must have a written charter that addresses the committee’s purposes and responsibilities which, at minimum, must be to: search for eligible people for the board of directors, select and nominate directors for the next session of the shareholders’ annual meeting, study and propose corporate governance guidelines, supervise the evaluation of the board of directors and management, and evaluate the performance of the committee every year.
Nominating/Corporate Governance Committee
The board of directors of a listed company may, through the resolution of the shareholders’ meeting, establish a nominating committee composed entirely of directors, of which the independent directors shall be the majority and the convener.
The Company’s governance practices
The Company has established a nominating committee. As at December 31, 2007, the Nomination Committee consists of three members, Messrs Liu Shao Yong, Wang Zhi and Gong Hua Zhang. Most of them are independent directors and Mr. Liu Shao Yong acts as the chairman. The responsibilities of the Nomination Committee are to make recommendations to the Board in respect of the size and composition of the Board based on the operational activities, assets and shareholding structure of the Company; study the selection criteria and procedures of directors and executives and give advice to the Board; identify qualified candidates for directors and executives; investigate and propose candidates for directors and managers and other senior management members to the Board.
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Compensation Committee
Listed companies must have a compensation committee composed entirely of independent directors.
Compensation Committee
The board of directors of a listed company can, through the resolution of shareholders’ meeting, have a compensation and evaluation committee composed entirely of directors, of whom the independent directors are the majority and act as the convener.
The Company’s governance practices
The Company has established a remuneration committee consisting of three members. The remuneration committee is chaired by independent non-executive Director Sui Guang Jun with independent non-executive Director Gong Hua Zhang and executive Director Wang Quan Hua as members.
The written charter of the compensation committee must state, at least, the following purposes and responsibilities:
(1) review and approve the corporate goals associated with CEO’s compensation, evaluate the performance of the CEO in fulfilling these goals, and based on such evaluation determine and approve the CEO’s compensation level;
(2) make recommendations to the board with respect to non-CEO executive officer compensation, and incentive-compensation and equity-based plans that are subject to board approval;
(3) produce a committee report on executive compensation as required by the SEC to be included in the annual proxy statement or annual report filed with the SEC.
The charter must also include the requirement for an annual performance evaluation of the compensation committee.
The responsibilities are similar to those stipulated by the NYSE rules, but the committee is not required to produce a report on the executive compensation or make an annual performance evaluation of the committee. The responsibilities of the remuneration committee are to approve the remuneration packages of Directors and senior management of the Group, and the Company’s “preliminary proposals on annual emoluments of the directors and senior management of the Group”. The remuneration committee is also responsible for assessing performance of executive director and approving the terms of executive directors’ service contracts.
Audit Committee
Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 of Exchange Act. It must have a minimum of three members, and all audit committee members must satisfy the requirements for independence set forth in Section 303A.02 of NYSE Corporate Governance Rules as well as the requirements of Rule 10A-3b (1) of the Exchange Act.
Audit Committee
The board of directors of a listed company can, through the resolution of the shareholders’ meeting, establish an audit committee composed entirely of directors, of which the independent directors are the majority and act as the convener, and, at minimum, one independent director is an accounting professional.

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The written charter of the audit committee must specify that the purpose of the audit committee is to assist the board oversight of the integrity of financial statements, the company’s compliance with legal and regulatory requirements, qualifications and independence of independent auditors and the performance of the listed company’s internal audit function and independent auditors.
The written charter must also require the audit committee to prepare an audit committee report as required by the SEC to be included in the listed company’s annual proxy statement as well as an annual performance evaluation of the audit committee.
The responsibilities of the audit committee are similar to those stipulated by the NYSE rules, but according to the domestic practices, the Company is not required to make an annual performance evaluation of the audit committee and the audit committee is not required to prepare an audit report to be included in the Company’s annual proxy statement.
The Company’s governance practices
The Board of Directors of the Company has established an audit committee that satisfies relevant domestic requirements and the audit committee has a written charter.
Each listed company must have an internal audit department.China has a similar regulatory provision, and the Company has an internal audit department.
Shareholders must be given the opportunity to vote on equity-compensation plans and material revisions thereto, except for employment incentive plans, certain awards and plans in the context of mergers and acquisitions.The relevant regulations of China require the board of directors to propose plans and types of director compensation for the shareholders’ meeting to approve. The compensation plan of executive officers is subject to approval by the board and announced at the shareholders’ meeting and disclosed to the public upon the approval of the board of directors. The approval of director compensation and compensation plan of executive officers of the Company satisfies relevant domestic requirements.
Corporate Governance Guidelines
Listed companies must adopt and disclose corporate governance guidelines, involving director qualification standards, director compensation, director continuing education, annual performance evaluation of the board of directors, etc.
Corporate Governance Guidelines
China Securities Regulatory Commission (“CSRC”) has issued the Corporate Governance Rules, with which the Company has complied.
Code of Ethics for Directors, Officers and Employees
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.
Code of Ethics for Directors, Officers and Employees
China does not have such requirement for a code for ethics. But, the directors and officers must perform their legal responsibilities in accordance with the Company Law of PRC, relative requirements of CSRC and Mandatory Provisions to the Charter of Companies Listed Overseas.
The Company’s governance practices
The Company does not have, in form, a code of ethics that applies to the president, chief financial officer and principal accounting officer, or collectively, the senior corporate officers. The senior executive officers, all of whom currently serve as our directors, are subject to the director service contracts that they have with the Company. Under the director service contracts, the directors, including the senior corporate officers, agree that each director owes a fiduciary and diligence obligation to the Company and that no director shall engage in any activities in competition with the Company’s business or carry any activities detrimental to the interests of the Company. Each of the directors, including the senior corporate officers, also agreed to perform their respective duties as directors and senior officers in accordance with the Company Law of the PRC, relevant rules and regulations promulgated by China Securities Regulatory Commission and the Mandatory Provisions of Articles of Association of Overseas Listed Companies.

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Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards and he or she must promptly notify the NYSE on writing of any material non-compliance with any applicable provisions of Section 303A.No similar requirements.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Group’s earnings are affected by changes in the price and availability of jet fuel. The Group enters into fuel option contracts to manage its price risk exposure to jet fuel. These contracts are designed to provide protection against sharp increases in the price of jet fuel. The fair value of the Group's fuel related derivatives was RMB2 million at December 31, 2007. These instruments will expire between 2008 and 2009.

The Group is subject to market risks due to fluctuations in interest rates. The majority of the Group’s borrowing is in the form of long-term fixed-rate and variable-rate debts with original maturities ranging from two to fifteen years. Fluctuations in interest rates can lead to significant fluctuations in the fair value of such debt instruments. From time to time, the Group may enter into interest rate swaps designed to mitigate exposure relating to interest rate risks. No such contract was outstanding as of December 31, 2007.
The Group is also exposed to foreign currency risk as a result of its aircraft and flight equipment being sourced from overseas suppliers. Specifically, the Group’s foreign currency exposure relates primarily to its foreign currency long-term bank and other loans used to finance such capital expenditures and its capital commitments. Subject to certain restrictive conditions imposed by the State Administration of Foreign Exchange, the Group may, from time to time, enter into forward foreign exchange contracts to mitigate its foreign currency exposures. The Group entered into certain foreign exchange forward option contracts to manage this foreign currency risk. Under the contracts, the Group will buy US$1 million by selling Japanese Yen at certain specified rates on each of the 35 settlement dates until the maturity of the contracts in 2010. For the year ended December 31, 2007, a net loss of approximately RMB5 million arising from changes in the fair value of these foreign currency forward option contracts has been recognised in profit or loss. At December 31, 2007, the fair value of these currency forward option contracts was financial liabilities of approximately RMB5 million.

As of December 31, 2007, the Group operated a total of 199 aircraft under operating and finance leases at rates that are substantially fixed. Such leases expose the Group to market risks; however, in accordance with Item 305 of Regulation S-K, such leases have been excluded from the following market risk tables. Commitments under finance leases and operating leases are disclosed in Note 30 and Note 44 to the Financial Statements, respectively.

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The following table provides information regarding the Group’s material interest rate sensitive financial instruments as of December 31, 2007 and 2006:


As of December 31, 2007
As of December 31,
2006
Expected maturity date
2008
2009
2010
2011
2012
Thereafter
Total
recorded
amount
Fair
value(2)
Total
recorded
amount
Fair
value(2)
Fixed-rate bank and other loans In US$
274
237
195
84
64
483
1,337
1,355
1,863
1,861
Average interest rate
5.83
5.85
5.88
5.74
5.74
5.74
Variable-rate bank and other loans In US$
24,327
2,457
1,618
1,447
590
1,559
31,998
31,998
29,500
29,500
Average interest rate
5.12
%
5.12
%
5.12
%
5.12
%
5.11
%
5.11
%
In HKD
1
1
1
1,667
1,667
Average interest rate
4.75
%
In RMB
346
46
203
44
44
3
686
686
809
809
Average interest rate
6.17
%
6.24
%
6.26
%
6.24
%
6.24
%
(1)These interest rates are calculated based on the year end indices.

(2)Fair value of debt instruments was estimated based on the interest rates applicable to similar debt instruments as of December 31, 2007 and 2006.

The following table provides information regarding the Group’s material foreign currency sensitive financial instruments and capital commitments as of December 31, 2007 and 2006:

As of December 31, 2007
As of December 31,
2006
Expected maturity date
2008
2009
2010
2011
2012
Thereafter
Total
recorded
amount
Fair
value(1)
Total
recorded
amount
Fair
value(1)
Fixed-rate bank and other loans In US$
274
237
195
84
64
483
1,337
1,355
1,863
1,861
Variable-rate bank and other loans In US$
24,327
2,457
1,618
1,447
590
1,559
31,998
31,998
29,500
29,500
In HKD
1
1
1
1,667
1,667
Capital commitment in US$
19,125
20,767
20,065
12,747
15,466
572
88,742
88,742
66,881
66,881

(1)Fair value of debt instruments was estimated based on the floating interest rates applicable to similar debt instruments as of December 31, 2007 and 2006.

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.
Not applicable.
None.
A.
None.
B.
None.
C.
Not applicable.
D.

E.

Not applicable.
ITEM 15. CONTROLS AND PROCEDURES.
(a)Disclosure controls and procedures
Our president and chief financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) or 15d-15(e)), and concluded that, based on their evaluation, our disclosure controls and procedures are effective as of the end of the period covered by this Annual Report to ensure that material information required to be included in this Annual Report would be made known to them by others on a timely basis.
(b)Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Our management has assessed the effectiveness of internal control over financial reporting based on the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2007.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
81


(c)Attestation of the Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of
China Southern Airlines Company Limited:

We have audited the internal control over financial reporting of China Southern Airlines Company Limited (the “Company”) and its subsidiaries (the “Group”) as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). China Southern Airlines Company Limited’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, China Southern Airlines Company Limited and its subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of The Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of China Southern Airlines Company Limited and its subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended December 31, 2007, and our report dated April 18, 2008, except for Note 46(e), which is as of 28 May, 2008, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG

Hong Kong, China
April 18, 2008
82


(d)Changes in internal control over financial reporting
During the year ended December 31, 2007, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. RESERVED
The Board of Directors has determined that Mr. Gong Hua Zhang qualifies as an audit committee financial expert in accordance with the terms of Item 16A of Form 20-F. Mr. Gong Hua Zhang satisfies as an “independent director” within the meaning of NYSE Manual Section 303A and meets the criteria for independence set forth in Section 10A(m)(3) of the US Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10A-3under the Exchange Act. See “Item 6 Directors, Senior Management and Employees — Directors and Senior Management”.

ITEM 16B. CODE OF ETHICS.
As of the date of this Annual Report, the Company does not have, in form, a code of ethics that applies to the president, chief financial officer and principal accounting officer, or collectively, the senior corporate officers. The senior executive officers, all of whom currently serve as our Directors, are subject to the director service contracts that they have with the Company. Under the director service contracts, the Directors, including the senior corporate officers, agree that each Director owes a fiduciary and diligence obligation to the Company and that no such Director shall engage in any activities in competition with the Company’s business or carry out any activities detrimental to the interests of the Company. Each of the Directors, including the senior corporate officers, also agreed to perform their respective duties as directors and senior officers in accordance with the Company Law of the PRC, relevant rules and regulations promulgated by China Securities Regulatory Commission and the Mandatory Provisions of Articles of Association of Overseas Listed Companies.

The following table sets forth the aggregate audit fees, audit-related fees, tax fees of the Company’s principal accountants and all other fees billed for products and services provided by the Company’s principal accountants other than the audit fees, audit-related fees and tax fees for each of the fiscal years 2006 and 2007:

Audit Fees
Audit-Related
Fees
Tax Fees
Other Fees
2006RMB11 millionRMB4.0 millionRMB0.47 millionRMB3.7 million
2007RMB12.4 millionRMB4.5 millionRMB0.25 millionRMB2.8 million

Audit-related fees

Review of the Group’s 2006 interim financial report prepared under IFRSs and 2007 interim financial report prepared under IFRSs.

Tax fees
Services provided primarily consist of tax compliance services.
Other fees

Provision of Sarbanes Oxley Act of 2002 advisory services.

Before our principal accountant were engaged by the Company or our subsidiaries to render the audit or non audit services, the engagements have been approved by our audit committee.
83

Not applicable.
The Company and its associates have not purchased any issued common shares of the Company during 2007 and up to the date of this Annual Report.
Not applicable.

Not applicable.
84


Exhibit No.
Description of Exhibit
1.1Amended Articles of Association of China Southern Airlines Company Limited (incorporated by reference to Exhibit 1.1 to our Annual Report on Form 20-F for fiscal year 2006 filed with the Securities and Exchange Commission (File Number: 001-14660) for the year ended December 31, 2006 with the Securities and Exchange Commission on June 29, 2007)
4.1Form of Director’s Service Agreement (Incorporated by reference to the Exhibit 4.1 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2005 filed with the Securities and Exchange Commission on June 30, 2006)
4.2Form of Non-Executive Director’s Service Agreement (Incorporated by reference to the Exhibit 4.2 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2005 filed with the Securities and Exchange Commission on June 30, 2006)
8.1Subsidiaries of China Southern Airlines Company Limited
10.1
Airbus Aircraft Acquisition Agreement entered into between China Southern Airlines Company Limited and Airbus dated July 6, 2006 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on July 11, 2006) 
10.2Boeing Aircraft Acquisition Agreement entered into between China Southern Airlines Company Limited and Boeing dated October 13, 2006 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on October 17, 2006)
10.3Xiamen Aircraft Acquisition Agreement entered into between Xiamen Airlines and Boeing dated October 13, 2006 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on October 17, 2006)
10.4Airbus Aircraft Acquisition Agreement entered into between the Company and Airbus dated on July 16, 2007 (Incorporated by reference to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on July 17, 2007)
10.5Xiamen Aircraft Acquisition Agreement entered into between Xiamen Airlines and Boeing dated on July 16, 2007 (Incorporated by reference to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on July 17, 2007)
10.6Boeing Aircraft Acquisition Agreement entered into between the Company and Boeing dated on August 20, 2007 (Incorporated by reference to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on August 21, 2007)
10.7Airbus Aircraft Acquisition Agreement entered into between the Company and Airbus dated on October 23, 2007 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on October 23, 2007)
10.8Boeing Aircraft Acquisition Agreement between Xiamen Airlines and Boeing dated April 18, 2008 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on April 22, 2008)
12.1Section 302 Certification of President
85

12.2Section 302 Certification of Chief Financial Officer
13.1Section 906 Certification of President
13.2Section 906 Certification of Chief Financial Officer
86

CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting FirmF-1
Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005F-2
Consolidated Balance Sheets at December 31, 2007 and 2006F-4
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2007, 2006 and 2005F-6
Consolidated Cash Flow Statements for the years ended December 31, 2007, 2006 and 2005F-7
Notes to Consolidated Financial StatementsF-10
87


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of
China Southern Airlines Company Limited

We have audited the accompanying consolidated balance sheets of China Southern Airlines Company Limited (the “Company”) and its subsidiaries (the “Group”) as of December 31, 2006 and 2007, and the related consolidated statements of operations, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended December 31, 2007. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Southern Airlines Company Limited and its subsidiaries as of December 31, 2006 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007 in conformity with International Financial Reporting Standards issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Group’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated April 18, 2008 expressed an unqualified opinion on the effectiveness of the Group’s internal control over financial reporting.

/s/ KPMG
Hong Kong, China
April 18, 2008, except for Note 46(e), which is as of May 28, 2008
F-1

Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)

  
Note
 
2007
 
2006
 
2005
 
    RMB million RMB million RMB million 
Operating revenue         
Traffic revenue  3  53,297  45,087  37,419 
Other operating revenue  3  1,205  1,132  874 
Total operating revenue     54,502  46,219  38,293 
              
Operating expenses             
Flight operations  4  29,082  25,022  19,761 
Maintenance  5  4,643  3,999  4,589 
Aircraft and traffic servicing  6  8,160  7,063  6,534 
Promotion and sales  7  3,478  2,811  2,780 
General and administrative  8  1,983  1,941  1,315 
Depreciation and amortisation  9  5,554  4,971  4,440 
Others     113  100  179 
Total operating expenses     53,013  45,907  39,598 
Other income / (expenses), net  12  130  333  (32)
Operating profit / (loss)     1,619  645  (1,337)
              
Non-operating income / (expenses)             
Interest income     73  41  55 
Interest expense  11  (2,291) (2,070) (1,616)
Share of associates’ results  19  57  5  (285)
Share of jointly controlled entities’ results  20  123  115  36 
Gain / (loss) on derivative financial instruments, net     90  (19) 
 
Exchange gain, net     2,832  1,492  1,220 
Gain on sale of other investments in equity securities     107  
  
 
Gain on disposal of a subsidiary  42(c)  7  
  
 
Others, net     306  148  74 
Total net non-operating income / (expenses)     1,304  (288) (516)
Profit / (loss) before taxation
     2,923  357  (1,853)
Income tax (expense) /benefit  14  (858 (153 7 
Profit / (loss) for the year     2,065  204  (1,846)

F-2


Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005 (continued)
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)

  
Note
 
2007
 
2006
 
2005
 
    RMB million RMB million RMB million 
Attributable to         
Equity shareholders of the Company     1,871  188  (1,848)
Minority interests     194  16  2 
Profit / (loss) for the year     2,065  204  (1,846)
              
Earnings per share  16          
Basic     RMB 0.43  RMB 0.04  RMB (0.42)
Diluted     RMB 0.43  RMB 0.04  RMB (0.42)

The notes on pages F-10 to F-82 form part of these consolidated financial statements.
F-3

Consolidated Balance Sheets at December 31, 2007 and 2006
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)

  
Note
 
2007
 
2006
 
    RMB million RMB million 
Non-current assets
          
Property, plant and equipment, net  17  58,441  56,335 
Construction in progress  18  11,385  9,587 
Lease prepayments     
556
  493 
Interest in associates  19  219  149 
Interest in jointly controlled entities  20  873  870 
Other investments in equity securities  21  168  261 
Lease deposits     
659
  782 
Available-for-sale equity securities  22  362  69 
Deferred tax assets  23  11  95 
Other assets  24  469  260 
      73,143  68,901 
           
Current assets
          
Financial assets  25  2  
 
Inventories  26  1,213  1,315 
Trade receivables  27  1,966  1,512 
Other receivables     1,075  879 
Prepaid expenses and other current assets     592  585 
Amounts due from related companies  32  118  128 
Cash and cash equivalents  28  3,824  2,264 
      8,790  6,683 
           
Current liabilities
          
Financial liabilities  25  5  26 
Bank and other loans  29  24,948  23,822 
Obligations under finance leases  30  2,877  3,091 
Trade payables  31  1,844  1,909 
Sales in advance of carriage     
1,885
  1,436 
Taxes payable     500  126 
Amounts due to related companies  32  194  254 
Accrued expenses  33  7,354  5,463 
Other liabilities  34  2,994  2,736 
      42,601  38,863 
Net current liabilities  43(a)  (33,811) (32,180)
Total assets less current liabilities     
39,332
  36,721 
F-4

Consolidated Balance Sheets at December 31, 2007 and 2006 (continued)
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)

  
Note
 
2007
 
2006
 
    RMB million RMB million 
Non-current liabilities and deferred items
       
Bank and other loans  29  9,074  10,018 
Obligations under finance leases  30  12,858  12,307 
Provision for major overhauls  35  683  805 
Provision for early retirement benefits  36  230  306 
Deferred credits     
1,027
  792 
Deferred tax liabilities  23  748  372 
      24,620  24,600 
Net assets
     14,712  12,121 
           
Capital and reserves
          
Share capital  37  4,374  4,374 
Reserves  38  7,872  5,814 
Total equity attributable to equity shareholders of the Company
     12,246  10,188 
Minority interests
     2,466  1,933 
Total equity
     14,712  12,121 

The notes on pages F-10 to F-82 form part of these consolidated financial statements.
F-5

Consolidated Statements of Changes in Equity for the years ended December 31, 2007, 2006 and 2005
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)

   
Attributable to equity shareholders of the Company
     
          
Retained
       
          
earnings /
       
  
Share
 
Share
 
Fair value
 
Other
 
(accumulated
   
Minority
 
Total
 
  
capital
 
premium
 
reserves
 
reserves
 
losses)
 
Total
 
interests
 
equity
 
  
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
  
million
 
million
 
million
 
million
 
million
 
million
 
million
 
million
 
        
(Note)
         
                  
At January 1, 2005  4,374  5,325  -  603  1,546  11,848  2,055  13,903 
Loss for the year  -  -  -  -  (1,848) (1,848) 2  (1,846)
Capital contribution by minority shareholders  -  -  -  -  -  -  17  17 
Acquisition of equity interest held by minority shareholders  -  -  -  -  -  -  (118) (118)
Distributions to minority shareholders  -  -  -  -  -  -  (20) (20)
At December 31, 2005  4,374  5,325  -  603  (302) 10,000  1,936  11,936 
                          
At January 1, 2006  4,374  5,325  -  603  (302) 10,000  1,936  11,936 
Profit for the year  -  -  -  -  188  188  16  204 
Acquisition of equity interest held by minority shareholders  -  -  -  -  -  -  (12) (12)
Distributions to minority shareholders  -  -  -  -  -  -  (7) (7)
At December 31, 2006  4,374  5,325  -  603  (114) 10,188  1,933  12,121 
                          
At January 1, 2007  4,374  5,325  -  603  (114) 10,188  1,933  12,121 
Profit for the year  -  -  -  -  1,871  1,871  194  2,065 
Capital contribution by minority shareholders  -  -  -  -  -  -  240  240 
Acquisition of Nan Lung Freight and Air Catering (Note 42(b))  -  -  -  -  -  -  80  80 
Disposal of equity interest to minority shareholders (Note 42(c))  -  -  -  -  -  -  (8) (8)
Changes in fair value of available-for-sale securities, net (Note 22)  -  -  183  -  -  183  35  218 
Distributions to minority shareholders  -  -  -  -  -  -  (8) (8)
Share of an associate’s reserves movement  -  -  -  4  -  4  -  4 
At December 31, 2007  4,374  5,325  183  607  1,757  12,246  2,466  14,712 
Note: Other reserves represent statutory surplus reserve, discretionary surplus reserve and others. Details are set out in Note 38.

The notes on pages F-10 to F-82 form part of these consolidated financial statements.
F-6

Consolidated Cash Flow Statements for the years ended December 31, 2007, 2006 and 2005
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)

    
2007
 
2006
 
2005
 
    RMB million RMB million RMB million 
          
Profit / (loss) before taxation     2,923  357  (1,853)
Depreciation of property, plant and equipment     5,597  4,999  4,420 
Other amortisation     28  33  40 
Amortisation of deferred credits     (71) (61) (78)
Impairment loss     109  
  
 
Share of associates’ results     (57) (5) 285 
Share of jointly controlled entities’ results     (123) (115) (36)
(Gain) / loss on sale of property, plant and equipment, net     (130) (333) 32 
Gain on sale of other investments in equity securities     (107) 
  
 
Gain on sale of subsidiary     (7) 
  
 
Interest income     (73) (41) (55)
Interest expense     2,291  2,070  1,616 
(Gain) / loss on derivative financial instruments, net     (90) 19  
 
Net realised and unrealised gain on equity securities held for trading     
  
  (6)
Dividend income from other investments in equity securities     (12) (7) - 
Unrealised exchange gain, net     (2,832) (1,492) (1,164)
Decrease in inventories     108  95  46 
(Increase) / decrease in trade receivables     (349) 36  (315)
Decrease / (increase) in other receivables     304  152  (236)
Increase in prepaid expenses and other current assets     (8) (205) (2)
(Decrease) / increase in net amounts due to related companies     (50) 113  (493)
(Decrease) / increase in trade payables     (95) (2,048) 2,239 
Increase in sales in advance of carriage     449  23  539 
Increase / (decrease) in accrued expenses     1,846  568  (399)
Increase/ (decrease) in other liabilities     245  (247) 822 
(Decrease) / increase in provision for major overhauls     (122) 504  17 
(Decrease) / increase in provision for early retirement benefits     (76) 306  

 
Cash inflows from operations     9,698  4,721  5,419 
Interest received     73  41  55 
Interest paid     (2,814) (2,419) (1,616)
Income tax paid     (88) (46) (23)
Net cash inflows from operating activities     6,869  2,297  3,835 
F-7

Consolidated Cash Flow Statements for the years ended December 31, 2007, 2006 and 2005 (continued)
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)

    
2007
 
2006
 
2005
 
    RMB million RMB million RMB million 
Investing activities         
Proceeds from sale of property, plant and equipment     288  490  238 
Proceeds from sale of other investments in equity securities     127  
  689 
Net cash settlement of derivative financial instruments     67  7  
 
Increase in deferred credits     
  
  57 
Dividends received from associates     
  33  2 
Dividends received from jointly controlled entities     79  50  39 
Dividends received from other investments     12  7  4 
Decrease in other non-current assets     
  16  4 
Payment for the CNA/XJA Acquisitions (Note 42(e))     
  
  (1,959)
Payment of acquisition of equity interest held by minority shareholders     
  (12) (118)
Payment of lease deposits     (86) (136) (206)
Refund of lease deposits     165  103  16 
Capital expenditures     (5,502) (6,044) (6,775)
Payment for the investment in associate and other investments     (10) (31) 
 
Through the acquisition of CSAHC Hainan (Note 42(d))     
  33  
 
Payment for acquisition of Nan Lung Freight and Air Catering (Note 42(b))     (58) 
  
 
Proceeds from disposal of GZ Aviation Hotel (Note 42(c))     74  
  
 
Net cash used in investing activities     (4,844) (5,484) (8,009)
Net cash inflows / (outflows) before financing activities     2,025  (3,187) (4,174)
F-8

Consolidated Cash Flow Statements for the years ended December 31, 2007, 2006 and 2005 (continued)
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)

  
Note
 
2007
 
2006
 
2005
 
    RMB million RMB million RMB million 
Financing activities             
Proceeds from bank and other loans     30,984  24,983  18,238 
Repayment of bank and other loans    (28,660) (19,113) (12,193)
Repayment of principal under finance lease obligations     (3,021) (3,313) (2,050)
Capital contribution received from minority shareholders     240  
  17 
Dividends paid to minority shareholders     (8) (7) (20)
Net cash (outflow) / inflows from financing activities     (465) 2,550  3,992 
              
Increase / (decrease) in cash and cash equivalents     1,560  (637) (182)
Cash and cash equivalents at January 1     2,264  2,901  3,083 
Cash and cash equivalents at December 31     3,824  2,264  2,901 

The notes on pages F-10 to F-82 form part of these consolidated financial statements.
F-9


Notes to the Consolidated Financial Statements
(Prepared in accordance with International Financial Reporting Standards)
(Expressed in Renminbi)
1
Basis of presentation
China Southern Airlines Company Limited (the “Company”) and its subsidiaries (the “Group”) are principally engaged in the provision of domestic, Hong Kong and Macau and international passenger, cargo and mail airline services.
The Company was established in the People’s Republic of China (the “PRC” or “China”) on March 25, 1995 as a joint stock limited company as part of the reorganisation (the “Reorganisation”) of the Company’s holding company, China Southern Air Holding Company (“CSAHC”). CSAHC is a state-owned enterprise under the supervision of the PRC central government.
The Company’s H Shares and American Depositary Receipts (“ADR”) (each ADR representing 50 H Shares) have been listed on the Stock Exchange of Hong Kong Limited and the New York Stock Exchange, respectively since July 1997. In July 2003, the Company issued 1,000,000,000 A Shares which are listed on the Shanghai Stock Exchange.
2
Principal accounting policies
(a)
Statement of compliance
These consolidated financial statements have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) and interpretations issued by the International Accounting Standards Board (the “IASB”).
The IASB has issued certain new and revised IFRSs and interpretations that are first effective or available for early adoption for the current accounting period of the Group. There have been no significant changes to the accounting policies applied in these consolidated financial statements for the years presented as a result of these developments. A summary of the principal accounting policies adopted by the Group is set out below.
However, as a result of the adoption of IFRS 7, Financial instruments: Disclosures and the amendment to IAS 1, Presentation of financial statements: Capital disclosures, there have been some additional disclosures provided as follows:
·
As a result of the adoption of IFRS 7, the consolidated financial statements include expanded disclosure about the significance of the Group’s financial instruments and the nature and extent of risks arising from those instruments, compared with the information previously required to be disclosed by IAS 32, Financial instruments: Disclosure and presentation. These disclosures are provided throughout these consolidated financial statements, in particular in note 43.
·The amendment to IAS 1 introduces additional disclosure requirements to provide information about the level of capital and the Group’s objectives, policies and processes for managing capital. These new disclosures are set out in note 37.

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Principal accounting policies (continued)
(a)
Statement of compliance (continued)
Both IFRS 7 and the amendment to IAS 1 do not have any material impact on the classification, recognition and measurement of the amounts recognised in the consolidated financial statements.
The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period (see Note 50).
(b)
Basis of preparation of the consolidated financial statements
At December 31, 2007, the Group’s current liabilities exceeded its current assets by RMB33,811 million, which includes bank and other loans repayable within one year of RMB24,948 million. In preparing the consolidated financial statements, the directors have considered the Group’s sources of liquidity and believe that adequate funding is available to fulfil the Group’s short-term 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. Further details are set out in Note 43(a).
The consolidated financial statements for the year ended December 31, 2007 comprise the Company and its subsidiaries and the Group’s interest in associates and jointly controlled entities.
The measurement basis used in the preparation of the consolidated financial statements is the historical cost basis except that the following assets and liabilities are stated at their fair value as explained in the accounting policies set out below:
-      Certain property, plant and equipment (Note 2(h));
-      Certain assets held under finance leases (Note 2(j));
-      Derivative financial instruments (Note 2(g)); and
-      Available-for-sale securities (Note 2(f)).
The preparation of consolidated financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements made by management in the application of IFRSs that have significant effect on the consolidated financial statements and estimates with a significant risk of material adjustment in the next year are discussed in Note 48.

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Principal accounting policies (continued)
(c)
Subsidiaries and minority interests
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.
An investment in a subsidiary is consolidated into the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances and transactions and any unrealised profits arising from intra-group transactions are eliminated in full in preparing the consolidated financial statements. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment.
Minority interests represent the portion of the net assets of subsidiaries attributable to interests that are not owned by the Company, whether directly or indirectly through subsidiaries, and in respect of which the Group has not agreed any additional terms with the holders of those interests which would result in the Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial liability. Minority interests are presented in the consolidated balance sheet within equity, separately from equity attributable to the equity shareholders of the Company. Minority interests in the results of the Group are presented on the face of the consolidated statements of operations as an allocation of the total profit or loss for the year between minority interests and the equity shareholders of the Company.
Where losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess, and any further losses applicable to the minority, are charged against the Group’s interest except to the extent that the minority has a binding obligation to, and is able to, make additional investment to cover the losses. If the subsidiary subsequently reports profits, the Group’s interest is allocated all such profits until the minority’s share of losses previously absorbed by the Group has been recovered.
Loans from holders of minority interests and other contractual obligations towards these holders are presented as financial liabilities in the consolidated balance sheet in accordance with Notes 2(o) or (p) depending on the nature of the liability.
(d)
Associates and jointly controlled entities
An associate is an entity in which the Group or the Company has significant influence, but not control or joint control, over its management, including participation in the financial and operating policies.
A jointly controlled entity is an entity which operates under a contractual arrangement between the Group or the Company and other parties, where the contractual arrangement establishes that the Group or Company and one or more of the other parties share joint control over the economic activities of the entity.

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Principal accounting policies (continued)
(d)
Associates and jointly controlled entities (continued)
An investment in an associate or a jointly controlled entity is accounted for in the consolidated financial statements under the equity method and is initially recorded at cost and adjusted thereafter for the post acquisition change in the Group’s share of the associate’s or the jointly controlled entity’s net assets. The consolidated statements of operations includes the Group’s share of the post-acquisition, post-tax results of the associates and jointly controlled entities for the year, including any impairment loss on goodwill relating to the investment in associates and jointly controlled entities recognised for the year (Notes 2(e) and (l)).
When the Group’s share of losses exceeds its interest in the associate or the jointly controlled entity, the Group’s interest is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or the jointly controlled entity. For this purpose, the Group’s interest in the associate or the jointly controlled entity is the carrying amount of the investment under the equity method together with the Group’s long-term interests that in substance form part of the Group’s net investment in the associate or the jointly controlled entity.
Unrealised profits and losses arising from transactions between the Group and its associates and jointly controlled entities are eliminated to the extent of the Group’s interest in the associate or jointly controlled entity, except where unrealised losses provide evidence of an impairment of the asset transferred, in which case they are recognised immediately in profit or loss.
(e)
Goodwill
Goodwill represents the excess of the cost of a business combination or an investment in an associate or a jointly controlled entity over the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.
Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment (Note 2(l)). In respect of associates or jointly controlled entities, the carrying amount of goodwill is included in the carrying amount of the interest in the associate or jointly controlled entity.
Any excess of the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of a business combination or an investment in an associate or a jointly controlled entity is recognised immediately in profit or loss.
On disposal of a cash-generating unit, an associate or a jointly controlled entity during the year, any attributable amount of purchased goodwill is included in the calculation of the profit or loss on disposal.

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Principal accounting policies (continued)
(f)
Other investments in equity securities
The Group’s policies for investments in equity securities, other than investments in subsidiaries, associates and jointly controlled entities, are as follows:
Investments in equity securities are initially stated at cost, which is their transaction price unless fair value can be more reliably estimated using valuation techniques whose variables include only data from observable markets. Cost includes attributable transaction costs, except where indicated otherwise below. These investments are subsequently accounted for as follows, depending on their classification:
Available-for-sale securities are those non-derivative financial assets that are designated as available for sale. At each balance sheet date the fair value is remeasured, with any resultant gain or loss being recognised directly in equity, except foreign exchange gains and losses resulting from changes in the amortised cost of monetary items which are recognised directly in profit or loss. Dividend income from these investments is recognised in accordance with the policy set out in Note 2 (v)(iii). When these investments are derecognised or impaired (Note 2(l)), the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss.
The Group’s other investments in equity securities represent unlisted equity securities of companies established in the PRC. They do not have a quoted market price in an active market and whose fair value cannot be reliably measured. Accordingly, they are recognised in the consolidated balance sheet at cost less impairment losses (Note 2(1)).
Investments are recognised / derecognised on the date the Group commits to purchase / sell the investments or they expire.
(g)
Derivative financial instruments
Derivative financial instruments are recognised at fair value. At each balance sheet date the fair value is remeasured. The gain or loss on remeasurement to fair value is charged immediately to profit or loss.
(h)
Property, plant and equipment
(i)Investment property
Investment properties are land and/or buildings which are owned or held under a leasehold interest (Note 2(j)) to earn rental income and/or for capital appreciation.
Investment properties are stated in the consolidated balance sheet at cost, less accumulated depreciation and impairment losses (Note 2(l)). Depreciation is calculated to write off the cost of items of investment property, less their estimated residual value, if any, using the straight line method over their estimated useful lives. Rental income from investment properties is accounted for as described in Note 2(v)(ii).

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Principal accounting policies (continued)
(h)
Property, plant and equipment (continued)
(ii)Other property, plant and equipment
Items of property, plant and equipment are initially stated at cost, less accumulated depreciation and impairment losses (Note 2(l)). The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to working condition and location for its intended use and the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located.
Subsequent to the revaluation of the Group’s property, plant and equipment as at December 31, 1996 (Note 17(b)), which was based on depreciated replacement costs, certain of the Group’s property, plant and equipment are carried at revalued amount, being the fair value at the date of the revaluation less any subsequent accumulated depreciation.
Revaluations are performed with sufficient regularity to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair value at the balance sheet date.
Changes arising on the revaluation of property, plant and equipment are generally dealt with in reserves. The only exceptions are as follows:
-When a deficit arises on revaluation, it will be charged to profit or loss to the extent that it exceeds the amount held in the reserve in respect of that same asset immediately prior to the revaluation; and
-When a surplus arises on revaluation, it will be credited to profit or loss to the extent that a deficit on revaluation in respect of that same asset had previously been charged to profit or loss.
The cost of self-constructed items of property, plant and equipment includes the cost of materials, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads and borrowing costs (Note 2(y)).
Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit or loss on the date of retirement or disposal. Any related revaluation surplus is transferred from the revaluation reserve to retained profits.

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Principal accounting policies (continued)
(h)
Property, plant and equipment (continued)
(ii)Other property, plant and equipment (continued)
Depreciation is calculated to write off the cost or valuation of items of property, plant and equipment, less their estimated residual value, if any, using the straight line method over their estimated useful lives as follows:

Buildings30 to 35 years
Owned and leased aircraft15 to 20 years
Other flight equipment
- Jet engines15 to 20 years
- Others, including rotable spares2.5 to 15 years
Machinery and equipment4 to 10 years
Vehicles6 to 8 years
Where parts of an item of property, plant and equipment have different useful lives, the cost or valuation of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual value, if any, are reviewed annually.
(i)
Construction in progress
Construction in progress represents office buildings, various infrastructure projects under construction and equipment pending installation, and is stated at cost less impairment losses (Note 2(l)). Capitalisation of these costs ceases and the construction in progress is transferred to property, plant and equipment when the asset is substantially ready for its intended use, notwithstanding any delay in the issue of the relevant commissioning certificates by the relevant PRC authorities.
No depreciation is provided in respect of construction in progress.

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Principal accounting policies (continued)
(j)
Leased assets
An arrangement, comprising a transaction or a series of transactions, is or contains a lease if the Group determines that the arrangement conveys a right to use a specific asset or assets for an agreed period of time in return for a payment or a series of payments. Such a determination is made based on an evaluation of the substance of the arrangement and is regardless of whether the arrangement takes the legal form of a lease.
(i)Classification of assets leased to the Group
Assets that are held by the Group under leases which transfer to the Group substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the Group are classified as operating leases, except for land held for own use under an operating lease, the fair value of which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being under a finance lease, unless the building is also clearly held under an operating lease. For these purposes, the inception of the lease is the time that the lease was first entered into by the Group, or taken over from the previous lessee.
(ii)Assets acquired under finance leases
Where the Group acquires the use of assets under finance leases, the amounts representing the fair value of the leased asset, or, if lower, the present value of the minimum lease payments, of such assets are included in property, plant and equipment and the corresponding liabilities, net of finance charges, are recorded as obligations under finance leases. Depreciation is provided at rates which write off the cost or valuation of the assets over the term of the relevant lease or, where it is likely the Group will obtain ownership of the asset, the life of the asset, as set out in Note 2(h). Impairment losses are accounted for in accordance with the accounting policy as set out in Note 2(l). Finance charges implicit in the lease payments are charged to profit or loss over the period of the leases so as to produce an approximately constant periodic rate of charge on the remaining balance of the obligations for each accounting period.
(iii)Operating lease charges
Where the Group has the use of assets held under operating leases, payments made under the leases are charged to profit or loss in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased asset. Lease incentives received are recognised in profit or loss as an integral part of the aggregate net lease payments made.
The cost of acquiring land held under operating lease is amortised on a straight-line basis over the respective periods of lease terms which ranged from 30 to 70 years.

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Principal accounting policies (continued)
(j)
Leased assets (continued)
(iv)Sale and leaseback transactions
Gains or losses on sale and leaseback transactions which result in finance leases are deferred and amortised over the terms of the related leases. Gains or losses on other aircraft sale and leaseback transactions which result in operating leases are recognised immediately if the transactions are established at fair value. Any difference between the sales price and the fair value is deferred and amortised over the period the assets are expected to be used.
(k)
Deferred expenditure
Lump sum housing benefits payable to employees of the Group are deferred and amortised on a straight-line basis over a period of 10 years, which represents the benefit vesting period of the employees.
Deferred expenditure is stated at cost less impairment losses (Note 2(l)).
(l)
Impairment of assets
(i)Impairment of investments in equity securities and other receivables
Investments in equity securities (other than investments in subsidiaries, associates and jointly controlled entities: Notes 2(c) and 2(d)) and other current and non-current receivables that are stated at cost or amortised cost or are classified as available-for-sale equity securities are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. Objective evidence of impairment includes observable data that comes to the attention of the Group about one or more of the following loss events:
-significant financial difficulty of the debtor;
-a breach of contract, such as a default or delinquency in interest or principal payments;
-it becoming probable that the debtor will enter bankruptcy or other financial reorganisation;
-significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; and
-a significant or prolonged declined in the fair value of an investment in an equity instrument below its cost.

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Principal accounting policies (continued)
(l)
Impairment of assets (continued)
(i)Impairment of investments in equity securities and other receivables (continued)
If any such evidence exists, any impairment loss is determined and recognised as follows:
-For unquoted equity securities carried at cost, the impairment loss is measured as the difference between the carrying amount of the financial asset and the estimated future cash flows, discounted at the current market rate of return for a similar financial asset where the effect of discounting is material. Impairment losses for equity securities are not reversed.
-For trade and other current receivables and other financial assets carried at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition of these assets), where the effect of discounting is material. This assessment is made collectively where financial assets carried at amortised cost share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. Future cash flows for financial assets which are assessed for impairment collectively are based on historical loss experience for assets with credit risk characteristics similar to the collective group.
If in a subsequent period the amount of an impairment loss decreases and the decrease can be linked objectively to an event occurring after the impairment loss was recognised, the impairment loss is reversed through profit or loss. A reversal of an impairment loss shall not result in the asset’s carrying amount exceeding that which would have been determined had no impairment loss been recognised in prior years.
-For available-for-sale securities, the cumulative loss that has been recognised directly in equity is removed from equity and is recognised in profit or loss. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost (net of any principal repayment and amortisation) and current fair value, less any impairment loss on that asset previously recognised in profit or loss.
Impairment losses recognised in profit or loss in respect of available-for-sale equity securities are not reversed through profit or loss. Any subsequent increase in the fair value of such assets is recognised directly in equity.
Impairment losses are written off against the corresponding asset directly, except for impairment losses recognised in respect of trade and other receivables, whose recovery is considered doubtful but not remote. In this case, the impairment losses for doubtful debts are recorded using an allowance account. When the Group is satisfied that recovery is remote, the amount considered irrecoverable is written off against trade and other receivables directly and any amounts held in the allowance account relating to that debt are reversed. Subsequent recoveries of amounts previously charged to the allowance account are reversed against the allowance account. Other changes in the allowance account and subsequent recoveries of amounts previously written off directly are recognised in profit or loss.

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Principal accounting policies (continued)
(l)
Impairment of assets (continued)
(ii)Impairment of other assets
Internal and external sources of information are reviewed at each balance sheet date to identify indications that the following assets may be impaired or, except in the case of goodwill, an impairment loss previously recognised no longer exists or may have decreased:
-Property, plant and equipment carried at cost less accumulated depreciation;
-      Construction in progress;
-      Lease deposits;
-      Lease prepayments;
-      Deferred expenditure;
-Investments in associates and jointly controlled entities; and
-Goodwill.
If any such indication exists, the asset’s recoverable amount is estimated. For goodwill, the recoverable amount is estimated annually whether or not there is any indication of impairment.
-Calculation of recoverable amount
The recoverable amount of an asset is the greater of its net selling price and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).
-Recognition of impairment losses
An impairment loss is recognised in profit or loss whenever the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the unit (or group of units) on a pro-rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs to sell, or value in use, if determinable.

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Principal accounting policies (continued)
(l)
Impairment of assets (continued)
(ii)Impairment of other assets (continued)
-Reversals of impairment losses
In respect of assets other than goodwill, an impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed.
A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognised in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised.
(iii)Interim financial reporting and impairment
Impairment losses recognised in an interim period in respect of goodwill, available-for-sale equity securities and unquoted equity securities carried at cost are not reversed in a subsequent period. This is the case even if no loss, or a smaller loss, would have been recognised had the impairment been assessed only at the end of the financial year to which the interim period relates.
(m)
Inventories
Inventories, which consist primarily of expendable spare parts and supplies, are stated at cost less any applicable provision for obsolescence, and are charged to profit or loss when used in operations. Cost represents the average unit cost.
Inventories held for disposal are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
(n)
Trade and other receivables
Trade and other receivables are initially recognised at fair value and thereafter stated at amortised cost less allowance for impairment of bad and doubtful debts (Note 2(l)), except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less allowance for impairment of bad and doubtful debts.
(o)
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

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Principal accounting policies (continued)
(p)
Trade and other payables
Trade and other payables are initially recognised at fair value and are subsequently stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at cost.
(q)
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated cash flow statement.
(r)
Financial guarantees issued, provisions and contingent liabilities
(i)Financial guarantees issued
Financial guarantees are contracts that require the issuer (i.e. the guarantor) to make specified payments to reimburse the beneficiary of the guarantee (the “holder”) for a loss the holder incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument.
Where the Group issues a financial guarantee, the fair value of the guarantee (being the transaction price, unless the fair value can otherwise be reliably estimated) is initially recognised as deferred income within trade and other payables. Where consideration is received or receivable for the issuance of the guarantee, the consideration is recognised in accordance with the Group’s policies applicable to that category of asset. Where no such consideration is received or receivable, an immediate expense is recognised in profit or loss on initial recognition of any deferred income.
The amount of the guarantee initially recognised as deferred income is amortised in profit or loss over the term of the guarantee as income from financial guarantees issued. In addition, provisions are recognised in accordance with Note 2(r)(ii) if and when (i) it becomes probable that the holder of the guarantee will call upon the Group under the guarantee, and (ii) the amount of that claim on the Group is expected to exceed the amount currently carried in trade and other payables in respect of that guarantee i.e. the amount initially recognised, less accumulated amortisation.

F-22

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Principal accounting policies (continued)
(r)
Financial guarantees issued, provisions and contingent liabilities (continued)
(ii)Provision and contingent liabilities
Provisions are recognised for other liabilities of uncertain timing or amount when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligations and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
(s)
Defeasance of long-term liabilities
Where long-term liabilities have been defeased by the placement of security deposits, those liabilities and deposits (and income and charge arising therefrom) are netted off in order to reflect the overall commercial effect of the arrangements. Such netting off has been effected where a right is held by the Group to insist on net settlement of the liability and deposit including in all situations of default and where that right is assured beyond doubt.
(t)
Deferred credits
In connection with the acquisitions or operating leases of certain aircraft and engines, the Group receives various credits. Such credits are deferred until the aircraft and engines are delivered, at which time they are either applied as a reduction of the cost of acquiring the aircraft and engines, resulting in a reduction of future depreciation, or amortised as a reduction of rental expense for aircraft and engines under operating leases.
(u)
Income tax
Income tax for the year comprises current and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognised in profit or loss except to the extent that they relate to items recognised directly in equity, in which case they are recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits.

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Principal accounting policies (continued)
(u)
Income tax (continued)
Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits will be available against which the asset can be utilised, are recognised. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilised.
The limited exception to the recognition of deferred tax assets and liabilities are those temporary differences arising from goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future.
The amount of deferred tax recognised is measured based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are not discounted.
The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilised. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available.

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Principal accounting policies (continued)
(u)
Income tax (continued)
Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met:
-in the case of current tax assets and liabilities, the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously; or
-in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either:
-the same taxable entity; or
-different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered, intend to realise the current tax assets and settle the current tax liabilities on a net basis or realise and settle simultaneously.
(v)
Revenue recognition
Provided it is probable that the economic benefits will flow to the Group and the revenue and costs, if applicable, can be measured reliably, revenue is recognised in profit or loss as follows:
(i)Passenger, cargo and mail revenues are recognised when the transportation is provided. Ticket sales for transportation not yet provided are included in current liabilities as sales in advance of carriage. Revenues from airline-related business are recognised when services are rendered. Revenue is stated net of sales tax.
(ii)Rental income receivable under operating leases is recognised in profit or loss in equal instalments over the periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the use of the leased asset. Lease incentives granted are recognised in profit or loss as an integral part of the aggregate net lease payments receivables.
(iii)Dividend income is recognised when the shareholder’s right to receive payment is established.
(iv)Government grants are recognised in the consolidated balance sheet initially when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group for expenses incurred are recognised as revenue in profit or loss on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the cost of an asset are deducted in arriving at the carrying amount of the asset and consequently are recognised in profit or loss over the useful life of the asset.
(v)Interest income is recognised as it accrues using the effective interest method.

F-25

2
Principal accounting policies (continued)
(w)
Traffic commissions
Traffic commissions are expensed in profit or loss when the transportation is provided and the related revenue is recognised. Traffic commissions for transportation not yet provided are recorded on the consolidated balance sheet as a prepaid expense.
(x)
Maintenance and overhaul costs
Routine maintenance, repairs and overhauls are charged to profit or loss as and when incurred.
In respect of owned and finance leased aircraft, components within the aircraft subject to replacement during major overhauls are depreciated over the average expected life between major overhauls. When each major overhaul is performed, its cost is recognised in the carrying amount of property, plant and equipment and is depreciated over the estimated period between major overhauls. Any remaining carrying amount of cost of previous major overhaul is derecognised and charged to profit or loss.
In respect of aircraft held under operating leases, the Group has responsibility to fulfil certain return conditions under relevant lease agreements. In order to fulfil these return conditions, major overhauls are required to be conducted on a regular basis. Accordingly, estimated costs of major overhauls are accrued and charged to profit or loss over the estimated period between overhauls. After the aircraft has completed its last overhaul cycle prior to being returned, expected cost of overhaul to be incurred at the end of the lease is estimated and accrued over the remaining period of the lease. Differences between the estimated costs and the actual costs of overhauls are charged to profit or loss in the period when the overhaul is performed.
(y)
Borrowing costs
Borrowing costs are expensed in profit or loss in the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition or construction of an asset which necessarily takes a substantial period of time to get ready for its intended use.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use are interrupted or complete.
(z)
Short term employee benefits and contributions to defined contribution retirement schemes
Salaries, annual bonuses and contributions to defined contribution retirement schemes are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

F-26

2
Principal accounting policies (continued)
(aa)
Termination benefits
Termination benefits are recognised when, and only when, the Group demonstrably commits itself to terminate employment or to provide benefits as a result of voluntary redundancy by having a detailed formal plan which is without realistic possibility of withdrawal.
(bb)
Frequent flyer award programmes
The Group maintains two frequent flyer award programmes, namely, the China Southern Airlines Sky Pearl Club and the Egret Mileage Plus, which provide travel awards to members based on accumulated mileage. The estimated incremental cost to provide free travel is recognised as an expense and accrued as a current liability as members accumulate mileage. As members redeem awards or their entitlements expire, the incremental cost liability is reduced accordingly to reflect the acquittal of the outstanding obligations.
Revenue from mileage sales to third parties under the frequent flyer award programmes is recognised when the related transportation services are provided.
(cc)
Translation of foreign currencies
Foreign currencies transactions during the year are translated into Renminbi at the applicable rates of exchange quoted by the People’s Bank of China (“PBOC”) prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into Renminbi at the PBOC exchange rates prevailing on the balance sheet date. Exchange gains and losses are recognised in non-operating income/(expenses) in the consolidated statements of operations.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated into Renminbi at the PBOC exchange rates prevailing on the transaction dates. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated into Renminbi at the PBOC exchange rates prevailing on the dates the fair value was determined.

F-27

2
Principal accounting policies (continued)
(dd)
Related parties
For the purposes of these consolidated financial statements, a party is considered to be related to the Group if:
(i)the party has the ability, directly or indirectly through one or more intermediaries, to control the Group or exercise significant influence over the Group in making financial and operating policy decisions, or has joint control over the Group;
(ii)the Group and the party are subject to common control;
(iii)the party is an associate of the Group or a joint venture in which the Group is a venturer;
(iv)the party is a member of key management personnel of the Group or the Group’s parent, or a close family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals;
(v)the party is a close family member of a party referred in (i) or is an entity under the control, joint control or significant influence of such individuals; or
(vi)the party is a post-employment benefit plan which is for the benefit of employees of the Group or of any entity that is a related party of the Group.
Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.
(ee)
Segmental reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.
In accordance with the Group’s internal financial reporting system, the Group has chosen business segment information as the primary reporting format and geographical segment information as the secondary reporting format for the purposes of these consolidated financial statements.

F-28

3
Turnover
Turnover comprises revenues from airline and airline-related business and is stated net of sales tax. An analysis of turnover is as follows:

  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
        
Traffic revenue       
Passenger  49,600  41,549  34,328 
Cargo and mail  3,697  3,538  3,091 
           
   53,297  45,087  37,419 
           
Other operating revenue          
Commission income  281  238  237 
General aviation income  108  91  77 
Ground services income  241  184  195 
Air catering income  81  50  25 
Rental income  119  107  69 
Others  375  462  271 
           
   1,205  1,132  874 
           
   54,502  46,219  38,293 
Pursuant to various sales tax rules and regulations, the Group is required to pay sales tax to national and local tax authorities at the rate of approximately 3% of the traffic revenue in respect of domestic flights and outbound international, Hong Kong and Macau flights. Sales tax incurred by the Group during the year ended December 31, 2007, netted off against revenue, amounted to RMB1,574 million (2006: RMB1,300 million; 2005: RMB1,111 million).
4
Flight operations expenses
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
        
Jet fuel costs  18,316  16,193  11,929 
Operating lease charges          
- Aircraft and flight equipment  3,735  3,027  2,497 
- Land and buildings  320  249  302 
Air catering expenses  1,350  1,170  1,150 
Aircraft insurance  207  274  283 
Flight personnel payroll and welfare  2,226  1,697  1,599 
Training expenses  517  389  373 
CAAC Infrastructure Development Fund contributions
  1,250  1,127  978 
Others  1,161  896  650 
           
   29,082  25,022  19,761 

F-29

5
Maintenance expenses
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
        
Repairing and maintenance charges  4,111  3,585  4,153 
Maintenance materials  532  414  436 
           
   4,643  3,999  4,589 
6
Aircraft and traffic servicing expenses
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
        
Landing and navigation fees  6,030  5,343  4,977 
Ground service and other charges  2,130  1,720  1,557 
           
   8,160  7,063  6,534 
7
Promotion and sales expenses
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
        
Sales commissions  1,789  1,489  1,503 
Ticket office expenses  1,016  824  784 
Computer reservation services  385  307  292 
Advertising and promotion  108  43  32 
Others  180  148  169 
           
   3,478  2,811  2,780 
8
General and administrative expenses
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
        
General corporate expenses  1,811  1,897  1,266 
Auditors’ remuneration  16  15  12 
Impairment on aircraft (Note 17(h))  109  
  
 
Other taxes and levies  47  29  37 
           
   1,983  1,941  1,315 

F-30

9
Depreciation and amortisation
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
Depreciation       
- Owned assets  4,232  3,678  3,292 
- Assets acquired under finance leases  1,365  1,321  1,128 
Amortisation of deferred credits  (71) (61) (20)
Other amortisation  28  33  40 
           
   5,554  4,971  4,440 
10
Staff costs
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
        
Salaries, wages and welfare  5,130  3,854  3,515 
Retirement scheme contributions  614  584  472 
Early retirement benefits (Note 36)  12  392  
 
           
   5,756  4,830  3,987 
Staff costs relating to flight operations, maintenance, aircraft and traffic servicing, promotion and sales and general and administrative expenses are also included in the respective total amounts disclosed separately in Notes 4 to 8 above.
11
Interest expense
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
        
Interest on bank and other loans wholly       
repayable within five years  1,986  1,675  995 
Interest on other loans  105  138  93 
Finance charges on obligations          
under finance leases  743  716  626 
Other interest expense (Note 36)  15  
  
 
Less: borrowing costs capitalised  558  (459) (98)
           
   2,291  2,070  1,616 
The borrowing costs have been capitalised at rates ranging from 5.30% to 5.84% per annum in 2007 (2006: 5.29% to 5.61% per annum; 2005: 4.14% to 5.27% per annum).

F-31


12
Other income / (expenses), net
  
2007
RMB million
 
2006
RMB million
 
2005
RMB million
 
Gain / (loss) on sale of property, plant       
and equipment, net       
- Aircraft and spare engines  106  329  
 
- Other property, plant and equipment  24  4  (32)
           
   130  333  (32)
In 2007, the Group recognised a gain on disposal of property, plant and equipment of RMB106 million on selling of 11 MD82 aircraft, three MD82 spare engines and one Boeing 737-500 spare engine to certain independent third parties, being the excess of the sale proceeds over the carrying amounts of the assets and related disposal costs.
In 2006, the Group recognised a gain on disposal of property, plant and equipment of RMB329 million on selling of three Boeing 757-200 aircraft to certain independent third parties, being the excess of the sale proceeds over the carrying amounts of the assets and related disposal costs.
F-32

13
Emoluments of directors, supervisors and senior management
(a)
Directors’ and supervisors’ emoluments
Details of directors’ and supervisors’ emoluments for the year ended December 31, 2007 are set out below:
    
Salaries,
       
    
allowances
       
    
and
   
Retirement
   
  
Directors’
 
benefits
 
Discretionary
 
scheme
   
Name
 
fees
 
in kind
 
bonuses
 
contributions
 
Total
 
  RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 
                 
Executive directors
                
Liu Shao Yong (Note (i))    737  
  14  751 
Li Wen Xin  
  329  
  14  343 
Wang Quan Hua  
  597  
  14  611 
Zhao Liu An (Note (i))  
  576  
  14  590 
Si Xian Min  
  670  
  13  683 
Tan Wan Geng  
  542  
  13  555 
Xu Jie Bo  
  529  
  13  542 
Chen Zhen You  
  513  
  16  529 
                 
Supervisors
                
Sun Xiao Yi  
  597  
  14  611 
Yang Guang Hua  
  565  
  8  573 
Yang Yi Hua  
  209  
  16  225 
Liang Zhong Gao (Note (iii))  
  232  
  12  244 
Liu Biao (Note (iv))  
  134  
  2  136 
                 
Independent
                
non-executive directors
                
Peter Lok (Note (ii))  49  
  
  
  49 
Wei Ming Hai (Note (ii))  50  
  
  
  50 
Gong Hua Zhang (Note (iii))  50  
  
  
  50 
Wang Zhi  100  
  
  
  100 
Sui Guang Jun  100  
  
  
  100 
Lam Kwong Yu, Albert (Note (iii))  48  
  
  
  48 
                 
  
397
  
6,230
  
  
163
  
6,790
 

F-33

13
Emoluments of directors, supervisors and senior management (continued)
(a)
Directors’ and supervisors’ emoluments (continued)
Details of directors’ and supervisors’ emoluments for the year ended December 31, 2006 are set out below:
    
Salaries,
       
    
allowances
       
    
and
   
Retirement
   
  
Directors’
 
benefits
 
Discretionary
 
scheme
   
Name
 
fees
 
in kind
 
bonuses
 
contributions
 
Total
 
  RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 
Executive directors
                
Liu Shao Yong (Note (i))  
  472  
  14  486 
Li Wen Xin  
  87  
  3  90 
Wang Quan Hua  
  374  
  14  388 
Zhao Liu An (Note (i))  
  374  
  14  388 
Si Xian Min  
  442  
  13  455 
Tan Wan Geng  
  271  
  11  282 
Xu Jie Bo  
  357  
  13  370 
Chen Zhen You  
  253  
  13  266 
Zhou Yong Qian  
  146  
  3  149 
                 
Supervisors
                
Sun Xiao Yi  
  374  
  14  388 
Yang Guang Hua  
  374  50  13  437 
Yang Yi Hua  
  220  
  13  233 
                 
Independent
                
non-executive directors
                
Peter Lok  102  
  
  
  102 
Wei Ming Hai  100  
  
  
  100 
Wang Zhi  100  
  
  
  100 
Sui Guang Jun  100  
  
  
  100 
                 
   402  3,744  50  138  4,334 

F-34

13
Emoluments of directors, supervisors and senior management (continued)
(a)
Directors’ and supervisors’ emoluments (continued)
Details of directors’ and supervisors’ emoluments for the year ended December 31, 2005 are set out below:

    
Salaries,
       
    
allowances
       
    
and
   
Retirement
   
  
Directors’
 
benefits
 
Discretionary
 
scheme
   
Name
 
fees
 
in kind
 
bonuses
 
contributions
 
Total
 
  RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 
            
Executive directors
               
Liu Shao Yong (Note (i))  
  299  
  12  311 
Liu Ming Qi  
  242  
  10  252 
Peng An Fa  
  101  
  6  107 
Wang Quan Hua  
  237  
  12  249 
Zhao Liu An (Note (i))  
  237  
  12  249 
Zhou Yong Qian  
  237  
  12  249 
Si Xian Min  
  281  
  12  293 
Zhou Yong Jin  
  127  
  2  129 
Xu Jie Bo  
  226  
  12  238 
Wu Rong Nan  
  368  162  7  537 
                 
Supervisors
                
Sun Xiao Yi  
  237  
  12  249 
Yang Guang Hua  
  225  
  12  237 
Yang Yi Hua  
  48  70  11  129 
                 
Independent
                
non-executive directors
                
Simon To (Note (v))  
  
  
  
  
 
Peter Lok  58  
  
  
  58 
Wei Ming Hai  58  
  
  
  58 
Wang Zhi  58  
  
  
  58 
Sui Guang Jun  58  
  
  
  58 
                 
   232  2,865  232  132  3,461 
Notes:
(i)The above amounts included salaries paid to these directors as pliots of the Company.
(ii)Retired on June 28, 2007.
(iii)Appointed on June 28, 2007.
(iv)Appointed on June 28, 2007 and resigned on January 18, 2008.
(v)Simon To received director’s fee of RMB1 during the year ended December 31, 2005.

F-35

13
Emoluments of directors, supervisors and senior management (continued)
(b)
Individuals with highest emoluments
In 2007 and 2006, one of the five individuals (2006: none) with the highest emoluments are directors. The aggregate of the emoluments in respect of four (2006: five) individuals during the year are as follows:
  
2007
 
2006
 
  RMB’000 RMB’000 
      
Salaries, allowances and benefits in kind  3,162  2,680 
Retirement scheme contributions  50  58 
        
   
3,212
  
2,738
 
The emoluments of the four (2006: five) individuals with the highest emoluments are within the following band:
  
2007
 
2006
 
  
Number
 
Number
 
  
of individuals
 
of individuals
 
Nil to HK$1,000,000 (RMB972,700 equivalent       
(2006: RMB1,025,000 equivalent))  4  5 
14
Income tax expense
(a)
Income tax expense in the consolidated statements of operations

  
2007
 
2006
 
2005
 
  RMB million RMB million RMB million 
PRC income tax          
Provision for the year  408  160  12 
Over-provision in prior year  (58) (16) 
 
           
   
350
  
144
  12 
Deferred tax (Note 23)  508  9  (19)
           
Income tax expense / (benefit)  
858
  
153
  
(7
)
In respect of the Group’s overseas airline activities, the Group has either obtained exemptions from overseas taxation pursuant to the bilateral aviation agreements between the overseas governments and the PRC government, or has sustained tax losses in these overseas jurisdictions. Accordingly, no provision for overseas tax has been made for both the current and prior years.

F-36

14
Income tax expense (continued)
(b)
Reconciliation between actual tax expense and calculated tax based on accounting profit at applicable tax rates
  
2007
 
2006
 
2005
 
  RMB million RMB million RMB million 
        
Profit / (loss) before taxation  2,923  357  (1,853)
           
           
Tax on profit before taxation, calculated          
at the rates applicable to profit in          
the tax jurisdiction concerned (Note i)  482  50  (271)
Adjustments for tax effect of:          
Non-deductible expenses  250  127  82 
Non-taxable income  
  
  (8)
Share of results of associates          
and jointly controlled entities  (36) (22) 37 
Tax losses not recognised  28  39  135 
Effect of change of tax rate (Note (ii))  196  (21) 
 
Over-provision in prior year  (58) (16) 
 
Others  (4) (4) 18 
           
Actual tax expense / (benefit)  
858
  
153
  
(7
)
Notes:
(i)The statutory income tax rate in the PRC is 33%. Headquarter of the Company is taxed at a preferential rate of 18% (2006: 18%; 2005: 15%), and its certain branches are taxed at rates ranging from 15% to 33%. The subsidiaries of the Group are taxed at rates ranging from 7.5% to 33% (2006: 15% to 33%; 2005: 15% to 33%).
(ii)On March 16, 2007, the Fifth Plenary Session of the Tenth National People’s Congress passed the Corporate Income Tax Law of the PRC (“new tax law”) which has taken effect from January 1, 2008. As a result of the new tax law, the statutory income tax rate currently adopted by the Company and its subsidiaries has changed from 33% to 25% with effect from January 1, 2008. Pursuant to new tax law, the income tax rates of entities that previously enjoyed preferential tax rates of 15% and 18% have been revised to 18%, 20%, 22%, 24% and 25% for 2008, 2009, 2010, 2011 and 2012 respectively.
The deferred tax assets and liabilities as at December 31, 2007 have been remeasured for the change in applicable tax rates as a result of the new tax law.
15
Dividends
The board of directors of the Company does not recommend the payment of a dividend in respect of the year ended December 31, 2007.
No dividend was paid in respect of the years ended December 31, 2006 and 2005.

F-37

16
Earnings per share
The calculation of basic earnings per share for the year ended December 31, 2007 is based on the profit / (loss) attributable to equity shareholders of the Company of RMB1,871 million (2006: RMB188 million; 2005: RMB (1,848) million) and the weighted average number of shares in issue during the year of 4,374 million (2006: 4,374 million; 2005: 4,374 million).
The amounts of diluted earnings per share are the same as basic earnings per share as there were no dilutive potential ordinary shares in existence for both the current and prior years.
17
Property, plant and equipment, net

      
Aircraft
 
Other
     
        
Acquired
 
flight
 
Machinery,
   
        
under
 
equipment,
 
equipment
   
  
Investment
     
finance
 
including
 
and
   
  
properties
 
Buildings
 
Owned
 
leases
 
rotables
 
vehicles
 
Total
 
  RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB 
  million
 
million
 
million
 
million
 
million
 
million
 
million 
Cost or valuation:
                      
At January 1, 2006  264  7,023  28,961  22,675  10,047  2,867  71,837 
Additions  -  -  843  4,037  769  339  5,988 
Transfer from construction                      
in progress  -  516  677  580  12  46  1,831 
Through the acquisition of                      
CSAHC Hainan                      
(Note 42(d))  -  34  39  -  41  17  131 
Reclassification on exercise                      
of purchase options  -  -  3,273  (3,273) -  -  - 
Reclassification  -  (172) -  -  -  172  - 
Disposals  -  (780) (580) (204) (575) (133) (2,272)
                       
At December 31, 2006  264  6,621  33,213  23,815  10,294  3,308  77,515 
                       
Representing:                      
Cost  264  6,266  27,420  19,475  8,120  2,824  64,369 
Valuation – 1996 (Note (b))  -  355  5,793  4,340  2,174  484  13,146 
                       
   264  6,621  33,213  23,815  10,294  3,308  77,515 
                       
At January 1, 2007  264  6,621  33,213  23,815  10,294  3,308  77,515 
Additions  2  159  1,149  4,340  698  282  6,630 
Transfer from construction                      
in progress  -  129  681  396  73  5  1,284 
Through the acquisition of                      
Nan Lung Freight                      
and Air Catering                      
(Note 42(b))  -  24  -  -  -  53  77 
Reclassification on exercise                      
of purchase options  -  -  2,705  (2,705) -  -  - 
Disposals  -  (141) (359) (63) (376) (200) (1,139)
                       
At December 31, 2007  266  6,792  37,389  25,783  10,689  3,448  84,367 
                       
Representing:                      
Cost  266  6,440  32,016  21,496  8,540  3,039  71,797 
Valuation – 1996 (Note (b))  -  352  5,373  4,287  2,149  409  12,570 
                       
   
266
  
6,792
  
37,389
  
25,783
  
10,689
  
3,448
  
84,367
 

F-38

17
Property, plant and equipment, net (continued)

      
Aircraft
 
Other
     
        
Acquired
 
flight
 
Machinery,
   
        
under
 
equipment,
 
equipment
   
  
Investment
     
finance
 
including
 
and
   
  
properties
 
Buildings
 
Owned
 
leases
 
rotables
 
vehicles
 
Total
 
  RMB RMB RMB RMB RMB RMB RMB 
  million million million million million million million 
Accumulated
                      
depreciation and
                      
impairment losses:
                      
At January 1, 2006  47  858  5,877  4,002  5,113  1,686  17,583 
Charge for the year  11  237  1,984  1,321  995  451  4,999 
Reclassification on exercise                      
of purchase options  -  -  1,034  (1,034) -  -  - 
Reclassification  -  (41) -  -  -  41  - 
Disposals  -  (56) (510) (204) (513) (119) (1,402)
                       
At December 31, 2006  58  998  8,385  4,085  5,595  2,059  21,180 
                       
At January 1, 2007  58  998  8,385  4,085  5,595  2,059  21,180 
Charge for the year  11  286  2,554  1,365  1,037  344  5,597 
Reclassification on exercise                      
of purchase options  -  -  878  (878) -  -  - 
Disposals  -  (27) (359) (63) (343) (168) (960)
Impairment loss for the year                      
(Note (h))  -  -  109  -  -  -  109 
                       
At December 31, 2007  69  1,257  11,567  4,509  6,289  2,235  25,926 
                       
Net book value:
                      
At December 31, 2007  197  5,535  25,822  21,274  4,400  1,213  58,441 
                       
At December 31, 2006  
206
  
5,623
  
24,828
  
19,730
  
4,699
  
1,249
  
56,335
 
(a)Most of the Group’s buildings are located in the PRC. The Group was formally granted the rights to use the thirty parcels of land in Guangzhou, Shenzhen, Zhuhai, Beihai, Changsha, Shantou, Haikou, Zhengzhou, Guiyang and Wuhan by the relevant PRC authorities for periods of 30 to 70 years, which expire between 2020 and 2068. For other land in the PRC on which the Group’s buildings are erected, the Group was formally granted the rights to use such land for periods of one to three years pursuant to various lease agreements between the Company and CSAHC. In this connection, rental payments totalling RMB22 million were paid to CSAHC during 2007 (2006: RMB22 million; 2005: RMB24 million) in respect of these leases.

F-39

17
Property, plant and equipment, net (continued)
(b)
In compliance with the PRC rules and regulations governing initial public offering of shares by PRC joint stock limited companies, the property, plant and equipment of the Group as at December 31, 1996 were revalued. This revaluation was conducted by Guangzhou Assets Appraisal Corp. (“GAAC”), a firm of independent valuers registered in the PRC, on a depreciated replacement cost basis, and approved by the China State-owned Assets Administration Bureau.
Subsequent to the 1996 revaluation, the property, plant and equipment of the Group are carried at revalued amount, being the fair value at the date of the revaluation less any subsequent accumulated depreciation. Revaluation is performed periodically to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date. Based on a revaluation performed as of September 30, 2005, by Savills Valuation & Professional Services Limited, a firm of independent valuers, on a depreciated replacement cost basis, the carrying value of property, plant and equipment did not differ materially from their fair value.
At December 31, 2007 and 2006, the carrying amount of such revalued property, plant and equipment approximated the historical carrying value of such assets had they been stated at cost less accumulated depreciation and impairment losses.
(c)As at December 31, 2007, certain aircraft of the Group with an aggregate carrying value of approximately RMB32,976 million (2006: RMB30,075 million) were mortgaged under certain loan and lease agreements (Notes 29 and 30).
(d)The Group leased out investment properties and certain flight training facilities under operating leases. The leases typically run for an initial period of five to fifteen years, with an option to renew the lease after that date at which time all terms are renegotiated. None of the leases includes contingent rentals. In this connection, rental income totalling RMB49 million (2006: RMB49 million; 2005: RMB46 million) was received by the Group during the year in respect of the leases.
All properties held under operating leases that would otherwise meet the definition of investment property are classified as investment property.
The Group’s total future minimum lease payments under non-cancellable operating leases are receivable as follows:
  
2007
 
2006
 
  RMB million RMB million 
      
Within 1 year  49  49 
After 1 year but within 5 years  191  193 
After 5 years  198  245 
   
438
  
487
 
As at December 31, 2007, the cost and accumulated depreciation of the flight training facilities leased out by the Group under the operating leases amounted to RMB160 million (2006: RMB160 million). Depreciation of the relevant facilities recognised during the year totalled RMB14 million (2006: RMB28 million; 2005: RMB 20 million).

F-40

17
Property, plant and equipment, net (continued)
(e)The investment properties are located in the PRC, where comparable market transactions are infrequent. In the absence of the current or recent prices in an active market and alternative reliable estimates of fair value (for example discounted cash flow projection) are not available, the Group could not reliably determine the fair value of the investment properties.
(f)The Company entered into two separate arrangements (the “Arrangements”) with certain independent third parties during each of 2002 and 2003. Under each of the Arrangements, the Company sold an aircraft and then immediately leased back the aircraft for an agreed period. The Company has an option to purchase the aircraft at a pre-determined date. In the event that the lease agreement is early terminated by the Company, the Company is liable to pay a pre-determined penalty to the lessor. Provided that the Company complies with the lease agreements, the Company is entitled to the continued possession and operation of the aircraft. Since the Company retains substantially all risks and rewards incidental to ownership of the aircraft and enjoys substantially the same rights to their use as before the Arrangements, no adjustment has been made to the property, plant and equipment.
(g)As at December 31, 2007 and up to the date of approval of these consolidated financial statements, the Group is in the process of applying for the land use right certificates and property title certificates in respect of the properties located in Guangzhou Baiyun International Airport, Xiamen, Heilongjiang, Hainan, Jilin and Xinjiang, in which the Group has interests and for which such certificates have not been granted. As at December 31, 2007, carrying value of such properties of the Group amounted to RMB2,471 million (2006: RMB1,800 million). The directors of the Company are of the opinion that the use of and the conduct of operating activities at the properties referred to above are not affected by the fact that the Group has not yet obtained the relevant land use right certificates and property title certificates.
(h)In view of the age of the Group’s fleet of MD82 aircraft, the Group has disposed of 11 MD82 aircraft during the year and plans to dispose of its remaining fleet of MD82 aircraft. The Group has commenced its process of seeking buyers for its remaining 12 MD82 aircraft. As a result, the Group assessed the recoverable amounts of these aircraft. Based on this assessment, the carrying amount of the aircraft was written down by RMB109 million (Note 8). The estimates of recoverable amount were based on the aircraft's fair value less costs to sell, determined by reference to the recent observable market prices for MD82 aircraft.
18
Construction in progress
  
2007
 
2006
 
  RMB million RMB million 
      
At 1 January  9,587  6,895 
Additions  6,004  4,563 
Transferred to property,       
plant and equipment  (1,284) (1,831)
Other decrease (Note)  (2,922) (40)
        
At December 31  11,385  9,587 

F-41

18
Construction in progress (continued)
The construction in progress as at December 31, 2007 mainly related to advance payments for acquisition of aircraft and flight equipment and progress payments for other construction projects at the Guangzhou, Hainan, Shenzhen and Fuzhou airports, Shanghai Pudong Base and Beijing Branch.
Note:
Certain software systems to be used in the Group’s operation were transferred to other assets upon completion of the development of relevant systems.
During the year, the Company entered into agreements with certain third parties to sell nine aircraft to third parties prior to the deliveries of these aircraft and then lease back the aircraft from the then lessors in the form of operating leases. The advance payments paid to aircraft manufacturers and the related interest costs capitalised as construction in progress in respect of the nine aircraft accumulated immediately prior to the deliveries of aircraft were transferred to calculate the gain or loss on sales and leaseback.
19
Interest in associates
  
2007
 
2006
 
  RMB million RMB million 
      
Share of net assets  219  149 
Details of the Group’s principal associates are set out in Note 52, all of which are unlisted corporate entities.
Summary of financial information on associates:


  
100 Percent
 
Group’s effective interest
 
  
2007
 
2006
 
2005
 
2007
 
2006
 
2005
 
  
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
  million million million million million million 
              
Non-current assets  7,713  6,042     2,946  2,319    
Current assets  3,116  2,281     633  502    
Non-current liabilities  (4,597) (3,525)    (1,789) (1,372)   
Current liabilities  (5,366) (4,110)    (1,571) (1,300)   
                    
Net assets  866  688     219  149    
                    
Revenue  5,635  4,485  3,314  2,184  1,727  1,318 
Expenses  (5,471) (4,487) (3,837) (2,127) (1,722) (1603)
                    
Profit / (loss) for the year  164  (2) (523) 57  5  (285)
20
Interest in jointly controlled entities
  
2007
 
2006
 
  RMB million RMB million 
      
Share of net assets  873  870 

F-42

20
Interest in jointly controlled entities (continued)
Details of the Group’s principal jointly controlled entities are set out in Note 52, all of which are unlisted corporate entities.
Summary of financial information on jointly controlled entities:

  
Group’s effective interest
 
  
2007
 
2006
 
2005
 
  RMB million RMB million RMB million 
        
Non-current assets  1,140  925    
Current assets  1,186  1,111    
Non-current liabilities  (1,185) (335)   
Current liabilities  (268) (831)   
           
Net assets  873  870    
           
Revenue  1,885  1,464  1,115 
Expenses  (1,762) (1,349) (1,079)
           
Profit for the year  
123
  
115
  
36
 
21
Other investments in equity securities
  
2007
 
2006
 
  RMB million RMB million 
Unlisted equity       
securities, at cost  168  261 
Dividend income from unlisted securities of the Group amounted to RMB10 million during the year ended December 31, 2007 (2006: RMB7 million; 2005: RMB 4 million).
22
Available-for-sale equity securities
  
2007
 
2006
 
  RMB million RMB million 
Available-for-sale securities       
-Listed in the PRC  362  69 
        
        
Market value of       
listed securities  
362
  
69
 
During the year, a gain on re-measurement of the fair value, net of tax, of the Group’s available-for-sale securities was recognised directly in equity amounted to RMB183 million.
Dividend income from listed securities of the Group amounted to RMB2 million during the year ended December 31, 2007 (2006: RMB1 million; 2005: RMB Nil).

F-43

23
Deferred tax assets / (liabilities)
Movements of net deferred tax assets / (liabilities) are as follows:

  
2007
 
2006
 
  RMB million RMB million 
      
At January 1  (277) (268)
(Charged) / credited to consolidated       
statements of operations (Note 14(a))  
(508
) (9)
Charged to equity  (64) 
 
Transfer to income tax payable  112  
 
        
At December 31  
(737
)
 
(277
)
The deferred tax assets / (liabilities) at December 31, 2007 were made up of the following tax effects:
  
2007
 
2006
 
  RMB million RMB million 
Deferred tax assets:       
Repair charges capitalised  
  203 
Accrued expenses  506  465 
Others  46  38 
        
Total deferred tax assets  552  706 
        
Deferred tax liabilities:       
Accrued expenses  (177) (105)
Depreciation allowances in excess of the       
related depreciation  (1,048) (878)
Change in fair value of available-for-sale securities  (64) 
 
        
Total deferred tax liabilities  (1,289) (983)
        
   (737) (277)

  
2007
 
2006
 
  RMB million RMB million 
Net deferred tax asset recognised on       
the consolidated balance sheet  11  95 
Net deferred tax liability recognised       
on the consolidated balance sheet  (748) (372)
        
   (737) (277)
At December 31, 2007, the Group’s gross amount of unused tax losses not expected to be utilised was RMB401 million (2006: RMB423 million).

F-44

23
Deferred tax assets / (liabilities) (continued)
Tax losses in the PRC are available for carry forward to set off future PRC assessable income for a maximum period of five years. Of the RMB401 million tax losses at December 31, 2007, approximately RMB309 million, and RMB92 million will expire in 2011 and 2012 respectively. In accordance with accounting policy set out in Note 2(u), the Group had not recognised deferred tax asset in respect of these unused tax losses as it was determined by management that it is not probable that future taxable profits against which the losses can be utilised will be available before they expire.
24
Other assets
Other assets of the Group mainly include lump sum housing benefits (Note 40), software systems used for airline operation and prepayment for exclusive use right of an airport terminal.
Movements of lump sum housing benefit, software and prepayment for exclusive use right of an airport terminal are as follows:
      
Prepayment
 
      
for exclusive
 
  
Lump sum
   
use right of
 
  
housing
   
an airport
 
  
benefit
 
Software
 
terminal
 
  RMB million RMB million RMB million 
        
At January 1, 2006  171  92  
 
Additions  
  2  
 
Amortisation  (26) (27) 
 
           
At December 31, 2006  145  67  
 
At January 1, 2007  145  67  
 
Additions  
  101  150 
Amortisation  (26) (19) 
 
           
At December 31, 2007  
119
 
149
  
150
 
25
Financial assets / liabilities
(a)
Financial assets
2007
2006
RMB millionRMB million
Fuel option2

F-45

25
Financial assets / liabilities (continued)
(b)
Financial liabilities
  
2007
 
2006
 
  RMB million RMB million 
      
Fuel option  
  26 
Foreign exchange forward option  5  
 
   
5
  
26
 
The above financial derivative instruments are held for trading.
26
Inventories
  
2007
 
2006
 
  RMB million RMB million 
      
Expendable spare parts and maintenance materials  1,087  1,236 
Other supplies  126  79 
   
1,213
  
1,315
 
The analysis of the amount of inventories recognised as an expense is as follows:

  
2007
 
2006
 
2005
 
  RMB million RMB million RMB million 
        
Consumption  836  694  720 
Write-down of inventories  101  161  209 
   
937
  
855
  
929
 
Inventories had been written down as a result of fleet adjustment during the current and prior years.
27
Trade receivables
  
2007
 
2006
 
  RMB million RMB million 
      
Trade receivables  1,999  1,552 
Allowance for doubtful debts  (33) (40)
   1,966  1,512 

F-46

27
Trade receivables (continued)
(a)
Ageing analysis
Credit terms granted by the Group to sales agents and other customers generally range from one to three months. An ageing analysis of trade receivables, net of allowance for doubtful debts, is set out below:
  
2007
 
2006
 
  RMB million RMB million 
      
Within 1 month  1,803  1,355 
More than 1 month but less than 3 months  144  131 
More than 3 months but less than 12 months  18  24 
More than 12 months  1  2 
   
1,966
  
1,512
 
All of the trade receivables are expected to be recovered within one year.
(b)
Impairment of trade receivables
Impairment loss in respect of trade receivables is recorded using an allowance account unless the Group is satisfied that recovery of the amount is remote, in which case the impairment loss is written off against trade receivables directly.
The movements in the allowance for doubtful debts during the year are as follows:

  
2007
 
2006
 
  RMB million RMB million 
      
At January 1  40  42 
Impairment loss recognised  2  7 
Uncollectible amounts written off  (9) (9)
At December 31  
33
  
40
 
(c)
Trade receivables that are not impaired
The ageing analysis of trade receivables that is neither individually nor collectively considered to be impaired is as follows:
  
2007
 
2006
 
  RMB million RMB million 
      
Neither past due nor impaired  
1,947
  
1,486
 
Trade receivables that were neither past due nor impaired relate to customers for whom there was no recent history of default.

F-47

28
Cash and cash equivalents
  
2007
 
2006
 
  RMB million RMB million 
      
Deposits with banks  1,111  26 
Cash at bank and on hand  2,713  2,238 
Cash and cash equivalents  
3,824
  
2,264
 
Southern Airlines Group Finance Company Limited (“SA Finance”) is a PRC authorised financial institution controlled by CSAHC and is an associate of the Group. In accordance with the financial agreement dated May 22, 1997, as revised on December 31, 2004 and November 15, 2007 between the Company and SA Finance, all of the Group’s deposits accepted by SA Finance were simultaneously placed with several designated major PRC banks by SA Finance. As at December 31, 2007, the Group’s deposits with SA Finance amounted to RMB906 million (2006: RMB629 million) (Note 39(d)).
29
Bank and other loans
(a)
At December 31, 2007, bank and other loans were repayable as follows:

  
2007
 
2006
 
  RMB million RMB million 
      
Within 1 year or on demand  24,948  23,822 
        
After 1 year but within 2 years  2,740  2,986 
After 2 years but within 5 years  4,289  4,533 
After 5 years  2,045  2,499 
        
   9,074  10,018 
 34,022 33,840

F-48

29
Bank and other loans (continued)
(b)
At December 31, 2007, bank and other loans are as follows:

  
2007
 
2006
 
  RMB million RMB million 
      
Short-term bank loans  21,313  19,908 
Long-term bank and other loans due within       
one year (classified as current liabilities)  3,635  3,914 
   24,948  23,822 
Long-term bank and other loans due after one       
year (classified as non-current liabilities)  9,074  10,018 
   34,022  33,840 
Representing:       
Bank loans  34,019  33,818 
Other loans  3�� 22 
   
34,022
  
33,840
 
(c)
As at December 31, 2007, the Group’s weighted average interest rates on short-term borrowings were 5.14% per annum (2006: 5.77% per annum).
Subsequent to December 31, 2007 through March 31, 2008, the Group renewed certain short-term bank loans of RMB3,179 million. The renewed bank loans are unsecured, bear interest at floating rates ranging from 6-month LIBOR + 0.50% to 1.80% per annum and are repayable within one year from their respective renewal dates.

F-49

29
Bank and other loans (continued)
(d)
Details of bank and other loans with original maturity over one year are as follows:

  
2007
 
2006
 
  RMB million RMB million 
Renminbi denominated loans
Non-interest bearing loan from a municipal government authority
  3  3 
        
Floating interest rates ranging from 5.58% to 6.72% per annum as at December 31, 2007, with maturities through 2012  383  325 
        
United States Dollars denominated loans
Fixed interest rates ranging from 4.43% to 7.48% per annum as at December 31, 2007, with maturities through 2015
  1,337  1,863 
        
Floating interest rates ranging from 3-month LIBOR + 0.50% to 0.75% per annum as at December 31, 2007, with maturities through 2010  1,527  1,727 
        
Floating interest rates ranging from 6-month LIBOR + 0.28% to 1.20% per annum as at December 31, 2007, with maturities through 2017  9,459  9,995 
        
Hong Kong Dollars denominated loans
Non-interest bearing loan from a minority shareholder repayable within five years (Note 39(g))
  
  19 
        
   12,709  13,932 
Less: loans due within one year classified as current liabilities  (3,635) (3,914)
        
   9,074  10,018 

F-50

29
Bank and other loans (continued)
(e)
The remaining contractual maturities at the balance sheet date of the Group’s bank and other loans, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates, or if floating, based on rates current at the balance sheet date) and the earliest date the Group can be required to pay, are as follows:

  
2007
 
2006
 
  RMB million RMB million 
      
Within 1 year  26,233  25,248 
After 1 year but within 2 years  3,157  3,513 
After 2 years but within 5 years  4,899  5,348 
After 5 years  2,215  2,779 
   36,504  36,888 
(f)As at December 31, 2007, bank and other loans of the Group totalling RMB8,583 million (2006: RMB8,726 million) were secured by mortgages over certain of the Group’s aircraft with carrying amount of RMB11,703 million (2006: RMB10,345 million).
(g)As at December 31, 2007, certain bank and other loans were guaranteed by the following parties:
  
2007
 
2006
 
  RMB million RMB million 
Guarantors
       
Industrial Commercial Bank of China  46  79 
Export-Import Bank of the United States  516  828 
Bank of China  
  74 
CSAHC  1,176  1,484 
Shenzhen Yingshun Investment       
Development Company Ltd.  22  22 
SA Finance  3  5 
Industrial Bank Co., Ltd.  
  48 
Huaxia Bank Co., Ltd.  657  
 
   2,420  2,540 
(h)As at December 31, 2007, loans to the Group from SA Finance amounted to RMB329 million (2006: RMB300 million) (Note 39(d)).
(i)As at December 31, 2007, the Group had banking facilities with several PRC commercial banks for providing loan finance up to approximately RMB50,262 million (2006: RMB49,041 million), of which approximately RMB29,338 million (2006: RMB28,295 million) was utilised.

F-51

29
Bank and other loans (continued)
(j)The exchange rate of Renminbi to US dollar was set by the PBOC and had fluctuated within a narrow band prior to July 21, 2005. Since July 21, 2005, a managed floating exchange rate regime based on market supply and demand with reference to a basket of foreign currencies has been used and US dollar exchange rate has declined against the Renminbi since then. The Group has significant bank and other loans balances as well as obligations under finance leases (Note 30) which are denominated in US dollars. The net exchange gain of RMB2,832 million (2006: RMB1,492 million; 2005: RMB1,220 million) recorded by the Group was mainly attributable to the exchange gain arising from retranslating bank and other loans balances and finance lease obligations denominated in US dollars. The foreign currency risk is further discussed in Note 43(c).
30
Obligations under finance leases
The Group have commitments under finance lease agreements in respect of aircraft and related equipment. The majority of these leases have terms of 10 to 15 years expiring during the years 2008 to 2022. As at December 31, 2007, future payments under these finance leases are as follows:

  
2007
 
2006
 
  
Obligations
 
Payments
 
Interest
 
Obligations
 
Payments
 
Interest
 
  RMB RMB RMB RMB RMB RMB 
  million million million million million million 
              
Within 1 year  2,877  3,588  711  3,091  3,769  678 
After 1 year but                   
within 2 years  1,835  2,422  587  2,800  3,330  530 
After 2 years but                   
within 5 years  3,906  5,237  1,331  3,873  4,926  1,053 
After 5 years  7,117  8,252  1,135  5,634  6,378  744 
   15,735  19,499  3,764  15,398  18,403  3,005 
                    
Less:   balance due
within one year classified as current liabilities
  (2,877)       (3,091)      
   12,858        12,307       

F-52

30
Obligations under finance leases (continued)
Details of obligations under finance leases are as follows:

  
2007
 
2006
 
  RMB million RMB million 
United States Dollars denominated obligations
Fixed interest rates ranging from 4.24% to 7.53% per annum as at December 31, 2007
  6,587  8,314 
        
Floating interest rates ranging 6 month LIBOR + 0.03% to 0.80% per annum as at December 31, 2007  7,626  4,761 
        
Japanese Yen denominated obligations
Fixed interest rates ranging from 2.20% to 3.95% per annum as at December 31, 2007
  1,522  2,323 
   15,735  15,398 
Under the terms of the leases, the Group has an option to purchase, at or near the end of the lease term, certain aircraft and related equipment at either fair market value or a percentage of the respective lessor’s defined cost.
Security, including charges over the assets concerned and relevant insurance policies, is provided to the lessors. As at December 31, 2007, certain of the Group’s aircraft with carrying amount of RMB21,273 million (2006: RMB19,730 million) were mortgaged to secure finance lease obligations totalling RMB15,735 million (2006: RMB15,398 million).

F-53

31
Trade payables
  
2007
 
2006
 
  RMB million RMB million 
      
Trade payables  1,844  1,909 
The following is the ageing analysis of trade payables:

  
2007
 
2006
 
  RMB million RMB million 
      
Within 1 month  1,180  1,125 
More than 1 month but less than 3 months  347  448 
More than 3 months but less than 6 months  317  336 
   
1,844
  
1,909
 
As at December 31, 2007, the Group had an amount due to a fellow subsidiary of RMB Nil million (2006: RMB11 million) which was included in trade payables.
All of the trade payables are expected to be settled within one year.
32
Amounts due from / to related companies
(a)
Amounts due from related companies
  
2007
 
2006
 
  RMB million RMB million 
      
CSAHC and its affiliates  6  4 
An associate  1  2 
Jointly controlled entities  111  122 
   
118
  
128
 
The amounts due from related companies were unsecured, interest free and have no fixed terms of repayment. They are expected to be recovered within one year.
(b)
Amounts due to related companies
  
2007
 
2006
 
  RMB million RMB million 
      
CSAHC and its affiliates  76  167 
Jointly controlled entities  118  87 
   
194
  
254
 
The amounts due to related companies were unsecured, interest free and have no fixed terms of repayment.

F-54

33
Accrued expenses
  
2007
 
2006
 
  RMB million RMB million 
      
Jet fuel costs  1,210  1,020 
Air catering expenses  161  153 
Salaries and welfare  1,517  868 
Repairs and maintenance  1,642  1,281 
Provision for major overhauls (Note 35)  450  255 
Provision for early retirement benefits (Note 36)  77  86 
Landing and navigation fees  1,209  1,168 
Computer reservation services  398  66 
Interest expense  483  448 
Others  207  118 
   7,354  5,463 
34
Other liabilities
  
2007
 
2006
 
  RMB million RMB million 
      
CAAC Infrastructure Development Fund  96  189 
Airport construction surcharge  257  404 
Airport tax  414  288 
Construction cost payable  110  130 
Advance payments on chartered flights  63  100 
Sales agent deposits  239  221 
Other taxes payable  827  494 
Others  988  910 
   2,994  2,736 
35
Provision for major overhauls
Details of provision for major overhauls in respect of aircraft held under operating leases are as follows:
  
2007
 
2006
 
  RMB million RMB million 
      
At January 1  1,060  452 
Provision for the year  376  683 
Provision utilised during the year  (303) (75)
At December 31  1,133  1,060 
Less:   Current portion included in accrued
       
expenses (Note 33)  (450) (255)
   683  805 

F-55

36
Provision for early retirement benefits
Details of provision for early retirement benefits in respect of obligations to early retired employees are as follows:
  
2007
 
2006
 
  RMB million RMB million 
      
At January 1  392  
 
Provision for the year (Note 10)  12  392 
Financial cost (Note 11)  15  
 
Less:   Payment  (98) 
 
Actuarial gain on       
the obligations
  (14) 
 
At December 31  307  392 
Less: Current portion included in accrued expenses (Note 33)  (77) (86)
   
230
  
306
 
The Group has implemented an early retirement plan for certain employees. The benefits of the early retirement plan are calculated based on factors including the remaining number of years of services from the date of early retirement to the normal retirement date and the salary amount on the date of early retirement of the employees. The present value of the future cash flows expected to be required to settle the obligations is recognised as provision for early retirement benefits.
37
Share capital
  
2007
 
2006
 
  RMB million RMB million 
Registered, issued and paid up capital:       
2,200,000,000 domestic state-owned       
shares of RMB 1.00 each  2,200  2,200 
1,174,178,000 H shares of RMB 1.00 each  1,174  1,174 
1,000,000,000 A shares of RMB 1.00 each  1,000  1,000 
   
4,374
  
4,374
 
All the domestic state-owned, H and A shares rank pari passu in all material respects.
Capital Management
The Group’s primary objectives in managing capital are to safeguard its ability to continue as a going concern, and to generate sufficient profit to maintain growth and provide returns to its shareholders, by securing access to finance at a reasonable cost.

F-56

37
Share capital (continued)
Capital Management (continued)
The Group manages the amount of capital in proportion to risk and managing its debt portfolio in conjunction with projected financing requirements. The Group monitors capital on the basis of the debt to equity ratio, which is calculated on net debt as a percentage of the total equity where net debt are represented by the aggregate of bank and other loans, obligations under finance leases, trade payables, sales in advance of carriage, amounts due to related companies, accrued expenses and other liabilities less cash and cash equivalents. The Group’s debt to equity ratios over the past five years have been trending upward towards 484% at December 31, 2006 because of the acquisitions of aircraft and businesses during 2006.
There was no change in the Group’s approach to capital management during 2007 compared with previous years. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. The Group’s debt to equity ratio stood at 409% at December 31, 2007.
38
Reserves
  
2007
 
2006
 
  RMB million RMB million 
Share premium
     
      
At January 1 and at December 31  5,325  5,325 
Fair value reserve
       
At January 1  
  
 
Change in fair value of available-for-sale securities  183  
 
At December 31  183  
 
Statutory surplus reserve (Note a)
       
        
At January 1  526  349 
Transfer from statutory public welfare fund (Note b)  
  177 
At December 31  526  526 
Statutory public welfare fund (Note b)
       
        
At January 1  
  177 
Transfer to statutory surplus reserve  
  (177)
At December 31  
  
 

F-57

38
Reserves (continued)
  
2007
 
2006
 
  RMB million RMB million 
Discretionary surplus reserve (Note c)
       
        
At January 1 at December 31  77  77 
        
Other reserve
       
        
At January 1  
  
 
Share of an associate’s reserves movement  4  
 
At December 31  4  
 
        
Retained earnings / (accumulated losses)
       
        
At January 1  (114) (240)
Profit for the year  1,871  126 
At December 31  1,757  (114)
        
  7,872  5,814 
(a)According to the PRC Company Law and the Articles of Association of the Company and certain of its subsidiaries, the Company and the relevant subsidiaries are required to transfer 10% of their annual net profits after taxation, as determined under the PRC accounting rules and regulations, to a statutory surplus reserve until the reserve balance reaches 50% of the registered capital. The transfer to this reserve must be made before distribution of a dividend to shareholders and when there are retained earnings at the financial year end.
Statutory surplus reserve can be used to offset prior years’ losses, if any, and may be converted into share capital by the issue of new shares to shareholders in proportion to their existing shareholding or by increasing the par value of the shares currently held by them, provided that the balance after such issue is not less than 25% of the registered capital.
(b)According to the revised PRC Company Law effective on January 1, 2006, appropriation to the statutory public welfare fund is no longer required and the balance of statutory public welfare fund at December 31, 2005 was transferred to statutory surplus reserve.
(c)The appropriation to this reserve is subject to shareholders’ approval. The usage of this reserve is similar to that of statutory surplus reserve.
(d)Dividend distributions may be proposed at the discretion of the Company’s board of directors, after consideration of the transfers referred to above and making up cumulative prior years’ losses. Pursuant to the Articles of Association of the Company, the net profit of the Company for the purpose of profit distribution is deemed to be the lesser of (i) the net profit determined in accordance with the PRC accounting rules and regulations, and (ii) the net profit determined in accordance with IFRSs. As at December 31, 2007, the Company did not have any distributable reserves (2006: Nil).

F-58

39
Material related party transactions
(a)
Key management personnel remuneration
Remuneration for key management personnel of the Group, including amounts paid to the Company’s directors and certain of the highest paid employees as disclosed in Note 13, is as follows:
  
2007
 
2006
 
2005
 
  RMB’000 RMB’000 RMB’000 
        
Short-term employees benefits  12,226  6,638  5,926 
Post-employment benefits  275  220  221 
           
   12,501  6,858  6,147 

  
2007
 
2006
 
2005
 
  RMB’000 RMB’000 RMB’000 
        
Directors and supervisors (Note 13)  6,790  4,334  3,461 
Senior management  5,711  2,524  2,686 
           
   12,501  6,858  6,147 
Total remuneration is included in “staff costs” (Note 10).
(b)
Contributions to post-employment benefit plans
The Group participates in various defined contribution retirement plans organised by municipal and provincial governments for its staff. Details of the Group’s employee benefits plan are disclosed in Note 40.
F-59

39
Material related party transactions (continued)
(c)
Transactions with CSAHC and its affiliates (the “CSAHC Group”), and the associates and jointly controlled entities of the Group
The Group obtained various operational services provided by the CSAHC Group and the associates and jointly controlled entities of the Group during the normal course of its business.
Details of the significant transactions carried out by the Group are as follows:

    
2007
 
2006
 
2005
 
  
Note
 RMB million RMB million RMB million 
Expenses paid to the CSAHC Group
             
              
Handling charges  (i)  46  29  32 
Air catering supplies  (ii)  157  194  173 
Commission expense  (iii)  7  43  26 
Sundry aviation supplies  (iv)  72  86  88 
Lease charges for aircraft  (v)  
  3  10 
Lease charges for land and buildings  (vi)  101  99  90 
Property management fee  (vii)  31  26  28 
              
Expenses paid to jointly controlled entities
             
              
Ground service expenses  (viii)  37  43  32 
Repairing charges  (ix)  1,047  1,183  1,118 
Flight simulation service charges  (x)  120  133  126 
              
Income received from a jointly controlled entity
             
              
Rental income  (x)  31  35  31 
              
Acquisition of CSAHC Hainan
  (xi)  
  5  
 
              
Disposal of properties to the CSAHC Group
  (xii)  
  23  
 
              
Acquisition of assets from CSAHC Group
  (xiii)  270  
  
 
              
Disposal of GZ Aviation Hotel to CSAHC Group
  (xiv)  75  
  
 
F-60

39
Material related party transactions (continued)
(c)
Transactions with CSAHC and its affiliates (the “CSAHC Group”), and the associates and jointly controlled entities of the Group (continued)
(i)The Group acquires aircraft, flight equipment and other airline-related facilities through Southern Airlines (Group) Import and Export Trading Company (“SAIETC”), a wholly-owned subsidiary of CSAHC.
(ii)The Group purchases certain inflight meals and related services from Shenzhen Air Catering Company Limited and Southern Airlines Group Air Catering Company Ltd (“Air Catering”), which are an associate and a wholly-owned subsidiary of CSAHC respectively. Air Catering was acquired by the Company on August 14, 2007 (Note 39(c) (xiii)).
(iii)Commission is earned by certain subsidiaries of CSAHC in connection with the air tickets sold by them on behalf of the Group. Commission is calculated based on the rates stipulated by the CAAC and International Air Transportation Association.
(iv)Certain sundry aviation supplies are purchased from Southern Airlines (Group) Economic Development Company (“SAGEDC”), a subsidiary of CSAHC.
(v)The Group leased an aircraft from CSAHC Hainan Co., Ltd. (“CSAHC Hainan”), a wholly-owned subsidiary of CSAHC. The lease was terminated on April 30, 2006.
(vi)The Group leases certain land and buildings in the PRC from CSAHC.
(vii)Guangzhou China Southern Airlines Property Management Co., Ltd., a subsidiary of CSAHC, provides property management services to the Group.
(viii)Beijing Ground Service Co., Ltd., a jointly controlled entity of the Group, provides airport ground service to the Group.
(ix)Guangzhou Aircraft Maintenance Engineering Company Limited and MTU Maintenance Zhuhai Co., Ltd., jointly controlled entities of the Group, provide comprehensive maintenance services to the Group.
(x)Zhuhai Xiang Yi, a jointly controlled entity of the Group, provides flight simulation services to the Group. In addition, the Group entered into operating lease agreements to lease certain flight training facilities and buildings to Zhuhai Xiang Yi.
(xi)On April 30, 2006, the Company acquired certain assets of CSAHC Hainan at a total consideration of RMB294 million, which was partly satisfied by assumption of debts and liabilities of CSAHC Hainan totalling RMB289 million outstanding as at that date. The remaining balance of RMB5 million had been settled in cash during the year ended December 31, 2007 (Note 42(d)).
(xii)On December 28, 2006, the Company disposed of certain properties to CSAHC at a consideration of RMB23 million.
F-61

39
Material related party transactions (continued)
(c)
Transactions with CSAHC and its affiliates (the “CSAHC Group”), and the associates and jointly controlled entities of the Group (continued)
(xiii)On August 14, 2007, the Company signed an agreement to acquire (1) the entire equity interest in Air Catering; (2) certain assets of Guangzhou BiHuaYuan Training Centre including certain properties and office facilities; and (3) certain assets of Nan Lung Travel & Express (Hong Kong) Limited, including certain properties and office facilities and the 51% equity interest in Nan Lung International Freight Company Limited (“Nan Lung Freight”), from CSAHC for a total consideration of RMB270 million (Note 42(b)).
(xiv)On August 14, 2007, the Company signed an agreement to dispose of equity interests in GZ Aviation Hotel Co., Ltd. to CSAHC at a consideration of RMB75 million (Note 42(c)).
In addition to the above, certain subsidiaries of CSAHC also provided hotel and other services to the Group. The total amount involved is not material to the results of the Group for the current and prior years.
Details of amounts due from/to the CSAHC Group, and the associates and jointly controlled entities of the Group:
  
2007
 
2006
 
  RMB million RMB million 
Receivables:       
The CSAHC Group  6  4 
An associate  1  2 
Jointly controlled entities  111  122 
        
Payables:       
The CSAHC Group  76  167 
Jointly controlled entities  118  87 
The amounts due from/to the CSAHC Group, the associate and jointly controlled entities of the Group are unsecured, interest free and have no fixed terms of repayment.
(d)
Loans from and deposits placed with SA Finance
(i)Loans from SA Finance
At December 31, 2007, loans from SA Finance to the Group amounted to RMB329 million (2006: RMB300 million). The loans are unsecured and repayable within one year.
During the year ended December 31, 2007, interest expense paid on such loans amounted to RMB17 million (2006: RMB16 million; 2005: RMB37 million) and the interest rates ranged from 5.10% to 6.16% per annum (2006: 5.02% to 5.26% per annum; 2005: 3.30% to 5.02% per annum).
The loans are guaranteed by CSAHC (included in the amount as disclosed in (e) below).
F-62

39
Material related party transactions (continued)
(d)
Loans from and deposits placed with SA Finance (continued)
(ii)Deposits placed with SA Finance
At December 31, 2007, the Group’s deposits with SA Finance amounted to RMB906 million (2006: RMB629 million). The applicable interest rates are determined in accordance with the rates published by the PBOC.
During the year ended December 31, 2007, interest income received on such deposits amounted to RMB20 million (2006: RMB5 million; 2005 RMB3 million).
(e)
Guarantees from CSAHC and SA Finance
Certain bank loans of the Group were guaranteed by the following related parties:

  
2007
 
2006
 
  RMB million RMB million 
      
CSAHC  1,176  1,484 
SA Finance  3  5 
(f)
Transactions with other state-controlled entities
The Company is a state-controlled entity and operates in an economic regime currently dominated by entities directly or indirectly controlled by the PRC government (“state-controlled entities”) through its government authorities, agencies, affiliations and other organisations.
Other than those transactions with the CSAHC Group, and the associates and jointly controlled entities of the Group as disclosed in Notes 39(c), (d) and (e) above, the Group conducts transactions with other state-controlled entities which include but are not limited to the following:

-Transportation services;
-Leasing arrangements;
-Purchase of equipment;
-Purchase of ancillary materials and spare parts;
-Ancillary and social services; and
-Financial services arrangement.
These transactions are conducted in the ordinary course of the Group’s business on terms comparable to those with other entities that are not state-controlled. The Group has established its buying, pricing strategy and approval process for purchases and sales of products and services. Such buying, pricing strategy and approval processes do not depend on whether the counterparties are state-controlled entities or not.
F-63

39
Material related party transactions (continued)
(f)
Transactions with other state-controlled entities (continued)
Having considered the potential for transactions to be impacted by related party relationships, the Group’s pricing strategy, buying and approval processes, and what information would be necessary for an understanding of the potential effect of the relationship on the consolidated financial statements, the directors are of the opinion that the following transactions with other state-controlled entities require disclosure:
(i)The Group’s transactions with other state-controlled entities, including state-controlled banks in the PRC
  
2007
 
2006
 
2005
 
  RMB million RMB million RMB million 
        
Jet fuel cost  14,814  13,054  9,592 
Interest income  47  33  48 
Interest expense  1,751  1,405  694 
(ii)The Group’s balances with other state-controlled entities, including state-controlled banks in the PRC
  
2007
 
2006
 
  RMB million RMB million 
      
Cash and deposits at bank  2,624  1,434 
Short-term bank loans and current portion of long-term bank loans  23,004  21,209 
Long-term bank loans, less current portion  6,772  8,223 
(iii)Guarantees from other state-controlled entities, including state-controlled banks in the PRC
  
2007
 
2006
 
  RMB million RMB million 
      
Guarantees on certain bank loans of the Group  703  201 
(g)
Loan from minority shareholders
A loan of RMB19 million from a minority shareholder was outstanding at December 31, 2006. The loan was unsecured, interest free and repayable within five years. The loan was fully repaid during 2007.
40
Retirement and housing benefits
Employees of the Group participate in several defined contribution retirement schemes organised separately by PRC municipal governments in regions where the major operations of the Group are located. During the year ended December 31, 2007, the Group is required to contribute to these schemes at the rates ranging from 9% to 24% (2006: 10% to 23%; 2005: 9% to 20%) of salary costs including certain allowances. A member of the retirement schemes is entitled to pension benefits from the Local Labour and Social Security Bureaus at the retirement date. The retirement benefit obligations of all retired staff of the Group are assumed by these schemes.
F-64

40
Retirement and housing benefits (continued)
In addition, the Group has established a supplementary defined contribution retirement scheme for the benefit of employees in accordance with relevant regulations in the PRC. In this connection, employees of the Group participate in a supplementary defined contribution retirement scheme whereby the Group is required to make contributions not exceeding one-twelfth of the prior year’s total salaries.
The Group has no obligation for the payment of pension benefits beyond the contributions described above.
The Group contributes on a monthly basis to housing funds organised by municipal and provincial governments based on certain percentages of the salaries of the employees. The Group’s liability in respect of these funds is limited to the contributions payable in each year.
In addition to the housing funds, certain employees of the group are eligible to one of the following housing benefit schemes:
(i)Pursuant to the comprehensive services agreement (the “Service Agreement”) dated May 22, 1997 between the Company and CSAHC, CSAHC provided quarters to eligible employees of the Group. In return, the Group paid a fixed annual fee of RMB85 million to CSAHC for a ten-year period from 1995 to 2004. The agreement expired by December 31, 2004.
(ii)Pursuant to a staff housing benefit scheme effective September 2002, the Group agreed to pay lump sum housing allowances to certain employees who have not received quarters from CSAHC or the Group according to the relevant PRC housing reform policy, for subsidising their purchases of houses. An employee who quits prior to the end of the vesting benefit period is required to pay back a portion of the lump sum housing benefits determined on a pro-rata basis of the vesting benefit period. The Group has the right to effect a charge on the employee’s house and to enforce repayment through selling the house in the event of default in repayment. Any shortfall in repayment would be charged against income. As at December 31, 2007, the Group had made payments totalling RMB173 million (2006: RMB170 million) under the scheme and recorded its remaining contractual liabilities totalling RMB87 million (2006: RMB90 million) on the consolidated balance sheets. Housing allowances are payable when applications are received from eligible employees.
(iii)The Group pays cash housing subsidies on a monthly basis to eligible employees. The monthly cash housing subsidies are charged to the consolidated statements of operations as incurred.
41
Segmental information
The Group operates principally as a single business segment for the provision of air transportation services. The analysis of turnover and operating profit/(loss) by geographical segment is based on the following criteria:
(i)Traffic revenue from domestic services within the PRC (excluding Hong Kong and Macau) is attributed to the domestic operation. Traffic revenue from inbound/outbound services between the PRC and Hong Kong/Macau, and the PRC and overseas destinations is attributed to the Hong Kong and Macau operation and international operation respectively.
F-65

41
Segmental information (continued)
(ii)Other revenue from ticket selling, general aviation services, ground services, air catering and other miscellaneous services is attributed on the basis of where the services are performed.
    
Hong Kong
     
  
Domestic
 
and Macau
 
International*
 
Total
 
  RMB million RMB million RMB million RMB million 
2007
             
Traffic revenue  42,526  1,140  9,631  53,297 
Other operating revenue  1,188  17  
  1,205 
              
Total operating revenue  43,714  1,157  9,631  54,502 
Operating profit / (loss)  2,435  58  (874) 1,619 
              
2006
             
Traffic revenue  35,707  1,329  8,051  45,087 
Other operating revenue  1,132  
  
  1,132 
              
Total operating revenue  36,839  1,329  8,051  46,219 
Operating profit / (loss)  1,258  (4) (617) 645 
              
2005
             
Traffic revenue  29,533  1,298  6,588  37,419 
Other operating revenue  874  
  
  874 
              
Total operating revenue  30,407  1,298  6,588  38,293 
Operating loss  (314) (97) (926) (1,337)
*For the year ended December 31, 2007, Asian market accounted for approximately 68% (2006: 64%; 2005: 74%) of the Group’s total international traffic revenue. The remaining portion was mainly derived from the Group’s flights to / from European, North American and Australian regions.
The major revenue-earning assets of the Group are its aircraft fleet, all are registered in the PRC. Since the Group’s aircraft fleet is employed flexibly across its route network, there is no suitable basis of allocating such assets to geographic segments. Most of the Group’s non-aircraft assets are located in the PRC.
F-66

42
Supplementary information to the consolidated cash flow statement
(a)
Non cash transactions - acquisitions of aircraft
During the year ended December 31, 2007, aircraft acquired under finance leases amounted to RMB4,330 million (2006: RMB3,402 million; 2005: RMB6,938 million).
(b)
Effect of the acquisition of Nan Lung Freight and Air Catering
The Group acquired a 51% equity interest in Nan Lung Freight and a 100% equity interest in Air Catering on August 31, 2007. Details are as follows:
RMB million
Assets acquired:
Property, plant and equipment, net77
Inventories6
Trade receivables106
Other receivables7
Cash and cash equivalents54
250
Liabilities assumed:
Trade payables30
Accrued expenses10
Other liabilities18
58
Minority interest80
Net identifiable assets and liabilities112
Satisfied by:
Cash112
Analysis of the net outflow of cash and cash equivalents in respect of the acquisition:
Cash consideration paid(112)
Cash and cash equivalents acquired54
Net outflow of cash and cash equivalents in respect of the acquisition(58)
F-67

42
Supplementary information to the consolidated cash flow statement (continued)
(c)
Effect of the disposal of GZ Aviation Hotel
The Group disposed of its 90% equity interest in GZ Aviation Hotel to CSAHC on August 31, 2007. Details are as follows:
RMB million
Assets disposed of:
Property, plant and equipment, net72
Trade receivables1
Other receivables6
Cash and cash equivalents1
80
Liabilities disposed of:
Other liabilities4
Minority interest8
Net identifiable assets and liabilities68
Gain on disposal7
75
Satisfied by:
Cash75
Analysis of the net inflow of cash and cash equivalents in respect of the disposal:
Cash consideration received75
Cash and cash equivalents disposed of(1)
Net inflow of cash and cash equivalents in respect of the disposal74
F-68

42
Supplementary information to the consolidated cash flow statement (continued)
(d)
Effect of the acquisition of CSAHC Hainan
The Group acquired certain assets of CSAHC Hainan on April 30, 2006. Details are as follows:
RMB million
Assets acquired:
Property, plant and equipment, net131
Lease prepayment35
Inventories28
Trade receivables30
Other receivables32
Cash and cash equivalents38
294
Liabilities assumed:
Trade payables28
Accrued expenses14
Other liabilities247
289
Net identifiable assets and liabilities5
Satisfied by:
Cash5
Analysis of the net inflow of cash and cash equivalents in respect of the acquisition:
Cash consideration paid(5)
Cash and cash equivalents acquired38
Net inflow of cash and cash equivalents in respect of the acquisition33

F-69

42
Supplementary information to the consolidated cash flow statement (continued)
(e)
Effect of the acquisitions of China Northern Airlines Company (“CNA”) and Xinjiang Airlines Company (“XJA”)
The Group acquired the airline operations and certain related assets of CNA and XJA from its parent company, CSAHC, with effect from 31 December 2004 at a consideration of RMB1,959 million. The consideration payable was settled in 2005.
43
Financial instruments
Exposure to liquidity, interest rate, currency, jet fuel price risk and credit risks arises in the normal course of the Group’s business. These risks are limited by the Group’s financial management policies and practices described below.
(a)
Liquidity risk
As at December 31, 2007, the Group’s current liabilities exceeded its current assets by RMB33,811 million. For the year ended December 31, 2007, the Group recorded a net cash inflow from operating activities of RMB6,869 million, a net cash outflow from investing activities of RMB4,844 million and a net cash outflow from financing activities of RMB465 million, and resulted in a net increase in cash and cash equivalents of RMB1,560 million.
In 2008 and thereafter, the liquidity of the Group is primarily dependent on its ability to maintain adequate cash inflow from operations to meet its debt obligations as they fall due, the renewal of its short-term bank loans and on its ability to obtain adequate external financing to meet its committed future capital expenditures. The Group has obtained firm commitments from its principal bankers to renew its short-term bank loans outstanding at December 31, 2007 when they fall due during 2008. Subsequent to December 31, 2007 through March 31, 2008, the Group renewed short-term loans outstanding of RMB3,179 million (Note 29). The directors of the Company believe that sufficient financing will be available to the Group.
The directors of the Company have carried out a detailed review of the cash flow forecast of the Group for the twelve months ending December 31, 2008. Based on such forecast, the directors have determined that adequate liquidity exists to finance the working capital and capital expenditure requirements of the Group during that period. In preparing the cash flow forecast, the directors have considered historical cash requirements of the Group as well as other key factors, including the availability of the above-mentioned loan finance which may impact the operations of the Group during the next twelve-month period. The directors are of the opinion that the assumptions and sensitivities which are included in the cash flow forecast are reasonable. However, as with all assumptions in regard to future events, these are subject to inherent limitations and uncertainties and some or all of these assumptions may not be realised.
As at December 31, 2007, the Group’s recognised bank and other loans, finance lease obligations, trade payables and amounts due to related companies as disclosed in Notes 29, 30, 31 and 32 respectively, are not materially different from the amount determined based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the balance sheet date).
F-70

43
Financial instruments (continued)
(b)
Interest rate risk
The interest rates and maturity information of the Group’s bank and other loans, and finance lease obligations are disclosed in Notes 29 and 30 respectively.
At December 31, 2007, it is estimated that a general increase of 100 basis points in interest rates, with all other variables held constant, would decrease the Group’s profit after tax by approximately RMB279 million (2006: RMB254 million).
The sensitivity analysis above has been determined assuming that the change in interest rates had occurred at the balance sheet date. The 100 basis point increase or decrease represents management’s assessment of a reasonably possible change in interest rates over the period until the next annual balance sheet date. The analysis is performed on the same basis for 2006.
(c)
Foreign currency risk
The Renminbi is not freely convertible into foreign currencies. All foreign exchange transactions involving Renminbi must take place either through the PBOC or other institutions authorised to buy and sell foreign exchange or at a swap centre.
The Group has significant exposure to foreign currency risk as substantially all of the Group’s obligations under finance lease (Note 30) and bank and other loans (Note 29) are denominated in foreign currencies, principally US dollars and Japanese Yen. Depreciation or appreciation of the Renminbi against foreign currencies affects the Group’s results significantly because the Group’s foreign currency payments generally exceed its foreign currency receipts. The Group is not able to hedge its foreign currency exposure effectively other than by retaining its foreign currency denominated earnings and receipts to the extent permitted by the State Administration of Foreign Exchange, or subject to certain restrictive conditions, entering into forward foreign exchange contracts with authorised banks.
The Group also has exposure to foreign currency risk in respect of net cash inflow denominated in Japanese Yen from ticket sales in overseas branch office after payment of expenses. The Group entered into certain foreign exchange forward option contracts to manage this foreign currency risk. Under the contracts, the Group will buy US$1 million by selling Japanese Yen at certain specified rates on each of the 35 settlement dates until the maturity of the contracts in 2010. For the year ended December 31, 2007, a net loss of approximately RMB5 million arising from changes in the fair value of these foreign currency forward option contracts has been recognised in profit or loss. At December 31, 2007, the fair value of these currency forward option contracts was financial liabilities of approximately RMB5 million.
The exchange rate of Renminbi to US dollar was set by the PBOC and had fluctuated within a narrow band prior to July 21, 2005. Since then, a managed floating exchange rate regime based on market supply and demand with reference to a basket of foreign currencies has been used and US dollar exchange rate has gradually declined against the Renminbi.
F-71

43
Financial instruments (continued)
(c)
Foreign currency risk (continued)
The following table indicates the approximate change in Group’s profit after tax in response to reasonably possible changes in the foreign exchange rates to which the Group has significant exposure at the balance sheet date.

  
2007
 
2006
 
  
Increase
 
Effect on profit
 
Increase
 
Effect on profit
 
  
in foreign
 
after tax and
 
in foreign
 
after tax and
 
  
exchange
 
retained profits
 
exchange
 
retained profits
 
  
rates
 
RMB million
 
rate
 
RMB million
 
          
United States Dollars  5% 1,815  5% 1,649 
Japanese Yen  2% 24  2% 37 
The sensitivity analysis has been determined assuming that the change in foreign exchange rates had occurred at the balance sheet date and had been applied to each of the Group entities’ exposure to currency risk for both derivative and non-derivative financial instruments in existence at that date, and that all other variables, in particular interest rates, remain constant.
The stated changes represent management’s assessment of reasonably possible changes in foreign exchange rates over the period until the next annual balance sheet date. The analysis is performed on the same basis for 2006.
(d)
Jet fuel price risk
The Group allows for the judicious use of approved derivative instruments such as swaps and options with approved counter-parties and within approved limits to manage the risk of surge of jet fuel price. In addition, counter-party credit risk is generally restricted to any gains on changes in fair value at any time, and not the principal amount of the instrument. Therefore, the possibility of material loss arising in the event of non-performance by counter-party is considered to be unlikely.
The fair values of derivative financial instruments of the Group at the balance sheet date are as follows:
  
2007
 
2006
 
  
Assets
 
Liabilities
 
Assets
 
Liabilities
 
  RMB million RMB million RMB million RMB million 
          
Fuel option contracts  2  
  
  26 
F-72

43
Financial instruments (continued)
(c)
Jet fuel price risk (continued)
At December 31, 2007, the Group had outstanding fuel option contracts to buy approximately 3,300,000 barrels (2006: approximately 6,150,000 barrels) of crude oil at prices ranging from US$42 to US$64 per barrel (2006: US$55 to US$79 per barrel). However, if the prevailing market price of crude oil is above the price as stipulated in the contracts at settlement date of a fuel option, that fuel option at the particular settlement date will be invalidated. On the other hand, the Group sold fuel put options to approved counter-party and had outstanding options at December 31, 2007 of approximately 7,800,000 barrels (2006: 12,300,000 barrels) of crude oil at prices ranging from US$40 to US$54 per barrel (2006: US$43 to US$60 per barrel). All contracts will expire between 2008 and 2009.
A change in price of US$1 per tonne of jet fuel affects the Group’s annual fuel costs by RMB22 million, assuming no change in volume of fuel consumed.
(e)
Credit risk
Substantially all of the Group’s cash and cash equivalents are deposited with PRC financial institutions, which management believes are of high credit quality.
A significant portion of the Group’s air tickets are sold by agents participating in the Billing and Settlement Plan (“BSP”), a clearing scheme between airlines and sales agents organised by International Air Transportation Association which has insignificant credit risk to the Group. As at December 31, 2007, the balance due from BSP agents amounted to RMB1,238 million (2006: RMB863 million). The credit risk exposure to BSP and the remaining trade receivables balance are monitored by the Group on an ongoing basis and the allowance for impairment of doubtful debts is within management’s expectations.
F-73

43
Financial instruments (continued)
(f)
Fair value
(i)All financial instruments are carried at amounts not materially different from their fair values as at December 31, 2007 and 2006.
The following methods and assumptions were used to estimate the fair value for each class of financial instruments:
-Cash and cash equivalents, trade receivables, other receivables and other current assets, trade payables, taxes payable and other liabilities
The carrying values approximate their fair values because of the short maturities of these instruments.
-Financial assets/ liabilities
The fair values of fuel option contracts and foreign exchange forward option contracts are determined based on dealer price quotations and options pricing model without any deduction for transaction costs.
-Available-for-sale equity securities
The fair value is determined based on quoted market prices without any deduction for transaction costs.
-Bank and other loans
The fair value has been estimated by applying a discounted cash flow approach using interest rates available to the Group for similar indebtedness.
-Fair value estimates are made at a specific point in time and are based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
(ii)The economic characteristics of the Group’s finance leases vary from lease to lease. It is impractical to compare such leases with those prevailing in the market within the constraints of timeliness and cost for the purpose of estimating the fair value of such leases.
(iii)Other non-current investments represent unlisted equity securities of companies established in the PRC. There is no quoted market price for such equity securities and accordingly a reasonable estimate of the fair value could not be measured reliably.
(iv)Amounts due from / to related companies are unsecured, interest-free and have no fixed terms of repayment. Given these terms, it is not meaningful to disclose fair values of this balance.
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44
Commitments
(a)
Capital commitments
As at December 31, 2007, the Group had capital commitments as follows:

  
2007
 
2006
 
  RMB million RMB million 
Commitments in respect of aircraft and flight equipment       
- authorised and contracted for  88,742  66,881 
        
Other commitments       
- authorised and contracted for  772  420 
- authorised but not contracted for  1,686  1,404 
   2,458  1,824 
   91,200  68,705 
As at December 31, 2007, the Group had on order 212 aircraft and certain flight equipment, scheduled for deliveries in 2008 to 2013. Deposits of RMB15,366 million have been made towards the purchase of these aircraft and related equipment. As at December 31, 2007, the approximate total future payments, including estimated amounts for price escalation through anticipated delivery dates for these aircraft and flight equipment are as follows:

  
2007
 
2006
 
  RMB million RMB million 
      
2007  
  12,299 
2008  19,125  22,572 
2009  20,767  17,483 
2010  20,065  14,232 
2011  12,747  295 
2012 and afterwards  16,038  
 
   88,742  66,881 
As at December 31, 2007, the Group’s attributable share of the capital commitments of jointly controlled entities was as follows:
  
2007
 
2006
 
  RMB million RMB million 
      
Authorised and contracted for  1  11 
Authorised but not contracted for  32  208 
   33  219 
F-75

44
Commitments (continued)
(b)
Operating lease commitments
As at December 31, 2007, the total future minimum lease payments under non-cancellable aircraft and flight equipment operating leases were payable as follows:

  
2007
 
2006
 
  RMB million RMB million 
Payments due       
Within 1 year  3,512  3,077 
After 1 year but within 5 years  13,836  10,846 
After 5 years  10,831  8,046 
   28,179  21,969 
(c)
Investing commitments
As at December 31, 2007, the Group committed to make capital contributions in respect of:

  
2007
 
2006
 
  RMB million RMB million 
      
A jointly controlled entity  
  83 
A subsidiary  133  
 
   133  83 
45
Contingent liabilities
(a)The Group leases from CSAHC certain land in Guangzhou and certain land and buildings in Wuhan, Haikou and Zhengzhou cities. The Group has a significant investment in buildings and other leasehold improvements located on such land. However, such land in Guangzhou and such land and buildings in Wuhan, Haikou and Zhengzhou lack adequate documentation evidencing CSAHC’s rights thereto.
Pursuant to an indemnification agreement dated May 22, 1997, CSAHC has agreed to indemnify the Group against any loss or damage caused by any challenge or interference with the Group’s use of any of its land and buildings.
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45
Contingent liabilities (continued)
(b)A writ of summons was issued on May 30, 2007 by certain sales agents in Taiwan (the “plaintiffs”) against the Company for the alleged breach of certain terms and conditions of a cooperative agreement (the “cooperative agreement”). The plaintiffs have made a claim against the Company or a total sum of approximately HKD107 million in respect of the alleged non-payment of sales commission on air tickets sold in Taiwan, annual bonus and interest on late payment during the period from September 1, 2004 to August 31, 2006. The plaintiffs have also claimed against the Company for an unspecified compensation for early termination of the cooperative agreement.
The directors consider that given the nature of the claims and the preliminary status of the proceedings, it is not possible to estimate the eventual outcome of the claims, with reasonable certainty at this stage. However, the directors are of the opinion that the claims are without merit and have instructed its legal advisor to defend the claims vigorously. The directors consider that the outstanding claim should have no material adverse effect on the financial position of the Group.
(c)During the year, the Company entered into agreements with its pilot trainees and certain banks to provide guarantees to personal bank loans amounting to RMB90,858,000 to be granted to its pilot trainees to finance their respective flight training expenses. As at December 31, 2007, none of the personal bank loans were drawn down from the banks.
46
Non-adjusting post balance sheet events
(a)On April 18, 2008, Xiamen Airlines Company Limited, a subsidiary of the Company, entered into a purchase agreement with Boeing Company for the purchase of 20 Boeing B737-800 series aircraft scheduled for delivery from 2014 to 2015. According the information provided by Boeing Company, the total catalogue price for the 20 Boeing B737-800 series aircraft is around US$1,500 million.
(b)On April 18, 2008, the Board proposed to the shareholders of the Company for their consideration and approval a bonus share issue (the “Bonus Share Issue”) by the conversion of share premium to share capital. Pursuant to the Bonus Share Issue, which is based on 4,374,178,000 Shares in issue as at December 31, 2007, the number of paid up shares will be increased by 2,187,089,000 shares to 6,561,267,000 shares. The Bonus Share Issue is conditional upon (i) the passing of the special resolution to approve the Bonus Share Issue at the Annual General Meeting and the class meeting of holders of H shares of the Company; (ii) approval from the Ministry of Commerce of the PRC being obtained; and (iii) in respect of the new H Shares, the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the new H Shares.
(c)During the year, the shareholders of the Company authorised the Board to approve guarantees on personal bank loans of its pilot trainees of no more than RMB100 million in each fiscal year (Note 45(c)). On April 18, 2008, the Board further proposed to the shareholders of the Company for their consideration and approval the increase of the amount of such guarantee to no more than RMB400 million in each of the fiscal year.
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46
Non-adjusting post balance sheet events (continued)
(d)On April 18, 2008, the Board approved the proposal of issuance of short-term financing bills in the PRC in the principal amount of up to RMB4 billion and the submission of this proposal to the shareholders’ approval. The short-term financing bills are to be used to fund the operating activities of the Company.
(e)On May 28, 2008, the Board approved the proposal of issuance of medium term notes in the PRC in the principal amount of up to RMB1.5 billion and the submission of this proposal to the shareholders for their approval. The medium term notes are to be used as the working capital of the Company and fund the capital expenditure of the Company.
47
Immediate and ultimate controlling party
As at December 31, 2007, the directors of the Company consider the immediate parent and ultimate controlling party of the Group to be CSAHC, a state-owned enterprise established in the PRC. CSAHC does not produce financial statements available for public use.
48
Accounting estimates and judgements
The Groups’ financial position and results of operations are sensitive to accounting methods, assumptions and estimates that underlie the preparation of the consolidated financial statements. The Group bases the assumptions and estimates on historical experience and on various other assumptions that the Group believes to be reasonable and which form the basis for making judgements about matters that are not readily apparent from other sources. On an on-going basis, management evaluates its estimates. Actual results may differ from those estimates as facts, circumstances and conditions change.
The selection of critical accounting policies, the judgements and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in condition and assumptions are factors to be considered when reviewing the consolidated financial statements. The principal accounting policies are set forth in Note 2. The Group believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the consolidated financial statements.
Impairment of long-lived assets
If circumstances indicate that the net book value of a long-lived asset may not be recoverable, this asset may be considered “impaired”, and an impairment loss may be recognised in accordance with IAS 36, Impairment of Assets. The carrying amounts of long-lived assets are reviewed periodically in order to assess whether the recoverable amounts have declined below the carrying amounts. These assets are tested for impairment whenever events or changes in circumstances indicate that their recorded carrying amounts may not be recoverable. When such a decline has occurred, the carrying amount is reduced to recoverable amount. The recoverable amount is the greater of the net selling price and the value in use. In determining the value in use, expected cash flows generated by the asset are discounted to their present value, which requires significant judgement relating to the level of traffic revenue and the amount of operating costs. The Group uses all readily available information in determining an amount that is a reasonable approximation of recoverable amount, including estimates based on a reasonable and supportable assumptions and projections of traffic revenue and amount of operating costs.
F-78

48
Accounting estimates and judgements (continued)
Depreciation
Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives, after taking into account the estimated residual value. The Group reviews the estimated useful lives of the assets regularly in order to determine the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the Group’s historical experience with similar assets and taking into account anticipated technological changes. The depreciation expense for future periods is adjusted if there are significant changes from previous estimates.

F-74


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
 
Impairment loss for doubtful accountsof trade receivables
 
The Group maintains an allowance for impairment loss forof bad and doubtful accountsdebts for estimated losses resulting from the inability of the debtors to make required payments. The Group bases the estimates of future cash flows on the ageing of the trade receivables balance, debtors’ credit-worthiness, and historical write-off experience. If the financial condition of the debtors were to deteriorate, actual write-offs would be higher than estimated.
48.49RECENTLY ISSUED ACCOUNTING STANDARDS
Comparative figures
 New
The comparative figures represent figures for the years ended December 31, 2006 and 2005. Certain items in these comparative figures have been reclassified to conform with the current year’s presentation to facilitate comparison.
F-79

50
Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2007
Up to the date of issue of these consolidated financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the accounting period endingyear ended December 31, 20052007 and which have not been adopted in these consolidated financial statements are as follows:statements:

  
Effective for
accounting periods
period beginning on or after
IFRS 6, Exploration for and evaluation of mineral resourcesJanuary 1, 2006
   
IFRS 7, Financial instruments: disclosure8, Operating Segments
 January 1, 2009
IFRIC 11, IFRS 2 – Group and Treasury Share Transactions
March 1, 2007
IFRIC 4, Determining whether an arrangement contains a lease12, Service Concession Agreements
 January 1, 20062008
IFRIC 13, Customer Loyalty Programmes
 July 1, 2008
IFRIC 5, Rights to interests arising from decommissioning, restoration environmental rehabilitation funds14, IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction
January 1, 2008
IAS 1 (Revised), Presentation of Financial Statement
 January 1, 20062009
IFRIC 6, Liabilities arising from participating in a specific market – Waste electrical and electronic equipmentDecember 1, 2005
IFRIC 7, Applying the restatement approach under
IAS 29, Financial reporting in hyperinflationary economies
March 1, 2006
IFRIC 8, Scope of IFRS 2May 1, 2006
IFRIC 9, Reassessment of embedded derivativesJune 1, 2006
23 (Revised), Borrowing Costs

F-75


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
Effective for
accounting periods
beginning on or after
Amendments to IAS 1, Presentation of financial statements January 1, 20072009
— capital disclosures
Amendments
Amendment to IAS 19, Employee benefits — actuarial gainsIFRS 2, Share-Based Payment – Vesting Conditions and losses, group plans and disclosuresCancellations
 January 1, 20062009
Amendments to IAS 39, 32, Financial instruments: recognition
Presentation and measurementIAS 1, Presentation of Financial Statements - Puttable Financial Instruments and Obligations Arising on Liquidation
 January 1, 20062009
IFRS 3 (Revised), Business Combinations
 Applied to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after July 1, 2009
— Cash flow hedge accounting of forecast intragroup transactions
— The fair value option
Amendments to IAS 39,27, Consolidated and Separate Financial instruments: recognition and measurement, and IFRS 4, Insurance contractsStatements
 JanuaryJuly 1, 2006
— Financial guarantee contracts
Amendment to IAS 21, The effects of changes in foreign exchange ratesJanuary 1, 2006
— Net investment in a foreign operation
Amendments to IFRS 1, First-time adoptionJanuary 1, 2006
Amendments to IFRS 1, First-time adoption and IFRS 6, Exploration for and evaluation of mineral resourcesFor entities that adopt IFRSs for the first time before 1 January 2006 and choose to apply IFRS 6 before that date
Revised guidance on implementing IFRS 4, Insurance contractsFor entities that begin to apply IFRS 7 on or after 1 January 2007 or choose to apply IFRS 7 before that date2009

F-76


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
The Group is in the process of making an assessment of what the impact of these amendments, new standards and new interpretations is expected to be in the period of initial application. So far it has concludedthe Group believes that the adoption of thesemeasurement of the above amendments, and new standards and new interpretations in future periods is unlikely to have a significant impact on the Group’s results of operations and financial position.

F-77


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amountsposition except for IFRIC 13. IFRIC 13 is effective for the Group’s accounting period beginning on or after January 1, 2009 and may result in millions, except share data)
49. SUBSIDIARIESchanges to revenue recognition in respect of mileages granted under the Group’s frequent flyer programmes.
 
F-80

51
Subsidiaries
The particulars of the Group’s principal subsidiaries as of December 31, 20052007 are as follows:

Name of company
 
Place of 
establishment 
/ operation
 
Registered capital
 
Proportion of 
ownership 
interest held 
by the 
Company
 
Principal 
activities
 
Proportion of
Place ofownership
establishmentinterest held byPrincipal
Name of company/operationRegistered capitalthe Companyactivities
Guangxi Airlines Company Limited (a)PRCRMB170,900,00095%Airline
          
Southern Airlines (Group) Shantou Airlines Company Limited (a) PRC RMB280,000,000  60%Airline
Chongqing Airlines Company Limited (a) AirlinePRC
 RMB1,200,000,000  60%Airline 
Zhuhai Airlines Company Limited (a) PRC RMB250,000,000  60%Airline
 
Xiamen Airlines Company Limited (a) PRC RMB700,000,000  60%Airline
 
Guizhou Airlines Company Limited (a) PRC RMB80,000,000  60%AirlineAirline
Nan Lung International Freight Comapny LimitedHKHKD3,270,000  51%Freight services 
Guangzhou Air Cargo Company Limited (a) PRC RMB238,000,000  70%Cargo services
 
Guangzhou Baiyun International LogisticLogistics Company Limited (a) PRC RMB50,000,000  61%Logistics operations
Southern Airlines Group Air Catering Company Limited (a)PRCRMB10,200,000  100%Air catering 
Guangzhou Nanland Air Catering Company Limited (b) PRC RMB120,000,000  75%Air catering
 
China Southern West Australian Flying College Pty Limited Australia AUD100,000  65%Pilot training services
 
Xinjiang Civil Aviation Property Management
Limited (a)
 PRC RMB251,332,832  51.8%Property management
(a)These subsidiaries are PRC limited liabilitiesliability companies.
(b)This subsidiary is a Sino-foreign equity joint venture company established in the PRC.
(c)Certain of the Group’s subsidiaries are PRC joint ventures which have limited lives pursuant to the PRC law.

F-78


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
50. AFFILIATED COMPANIES AND JOINTLY CONTROLLED ENTITIES
 
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52
Associates and jointly controlled entities
The particulars of the Group’s principal affiliated companiesassociates and jointly controlled entities as of December 31, 20052007 are as follows:
                     
      Proportion of  
      ownership interest held by  
  Place of Group’s        
  establishment effective The     Principal
Name of company /operation interest Company subsidiaries activities
Guangzhou Aircraft Maintenance Engineering Company Limited (a) PRC  50%  50%    Provision of aircraft repair and maintenance services
                     
China Southern Airlines Group Finance Company Limited PRC  49.3%  32%  26% Provision of financial services
                     
Sichuan Airlines Corporation Limited PRC  39%  39%    Airline
                     
MTU Maintenance Zhuhai Co. Ltd. (a) PRC  50%  50%    Provision of engine repair and maintenance services
                     
China Postal Airlines Limited (a) PRC  49%  49%    Airline
                     
Zhuhai Xiang Yi Aviation Technology Company Limited (a) PRC  51%  51%    Provision of flight simulation services
                     
Beijing Southern Airlines Ground Services Company Limited (a) PRC  50%  50%    Provision of airport ground services

    
Proportion of ownership interest
held by
   
Name of company
 
Place of 
establishment/ 
operation
 
Group’s
effective
interest
 
The
Company
 
subsidiaries
 
Principal activities
 
            
Guangzhou Aircraft Maintenance Engineering Company Limited (a) PRC  50% 50% - Provision of aircraft repair and maintenance services 
China Southern Airlines Group Finance Company Limited PRC  34 21.1 12.9Provision of financial services 
Sichuan Airlines Corporation Limited PRC  39% 39% - Airline 
MTU Maintenance Zhuhai Co., Limited (a) PRC  50% 50% - Provision of engine repair and maintenance services 
China Postal Cargo Airlines Limited (a) PRC  49% 49% - Airline 
Zhuhai Xiang Yi Aviation Technology Company Limited (a) PRC  51% 51% - Provision of flight simulation services 
Beijing Southern Airlines Ground Services Company Limited (a) PRC  50% 50% - Provision of airport ground services 
Guangzhou China Southern Zhongmian Dutyfee Store Co., Limited PRC  50% 50% - Sales of duty free goods in flight 
 
(a)These are jointly controlled entities.
(b)Certain of the Group’s jointly controlled entities are PRC joint ventures which have limited lives pursuant to the PRC law.

F-79


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
51. SIGNIFICANT DIFFERENCES BETWEEN IFRS AND U.S. GAAP
 The Group’s accounting policies conform with IFRSs which differ in certain significant respects from U.S. GAAP. Information relating to the nature and effect of such differences is set out below.
(a) CNA/XJA Acquisitions
F-82


 As disclosed in Note 1 to the consolidated financial statements prepared under IFRSs, the Group acquired the airline operations and certain related assets and liabilities of CNA and XJA with effect from December 31, 2004. Under IFRSs, the purchase method of accounting was applied to such business combination such
The registrant hereby certifies that at December 31, 2004 only the acquired assets and assumed liabilities are included in the consolidated financial statementsit meets all of the Group. The results ofrequirements for filing on Form 20-F and that it has duly caused and authorized the acquired operations and their related cash flows were included in the consolidated financial statement of the Group beginning January 1, 2005.undersigned to sign this annual report on its behalf.
 Under U.S. GAAP, such transaction is considered to be “a combination of entities under common control”. A combination of entities under common control is accounted for in a manner similar to a “pooling-of-interests”. Consequently, the assets and liabilities of CNA and XJA are reflected at their historical net asset carrying values and the U.S. GAAP consolidated financial statements of the Group are restated to include the historical carrying values of assets and liabilities of CNA and XJA, and their results of operations and cash flows for all the periods presented.
(b) Sale and leaseback accounting
     Under IFRSs, gains on sale and leaseback transactions where the subsequent lease is an operating lease are recognized as income immediately, if the transactions are established at fair value. Differences between the sale price and fair value are deferred and amortized over the period for which the assets are expected to be used. Under U.S. GAAP, such gains are deferred and amortized over the term of the lease.
(c) Lease arrangements
     As disclosed in Note 21 to the consolidated financial statements, during 2002 and 2003, the Group entered into two separate arrangements with certain independent third parties under which the Group sold aircraft and then immediately leased back the aircraft for a pre-determined period.
     As a result of the Arrangements, the Group received a net cash benefit of RMB52 and RMB69 in 2002 and 2003, respectively, which were recognized as income under IFRSs. Under U.S. GAAP, such benefits are deferred and amortized over the minimum lease period.
     In addition, under the lease arrangements, the commitments by the Group to make long-term lease payments are defeased by the placement of security deposits. As such, under IFRSs, such commitments and deposits are not recognized on the consolidated balance sheets. Under U.S. GAAP, such commitments and deposits amounting to RMB2,462 and RMB2,376 as of December 31, 2004 and 2005, respectively, would be recognized on the consolidated balance sheets, as such commitments are not deemed as extinguished by the placement of security deposits.

F-80


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(d) Capitalized interest
     Under IFRSs, the Group capitalizes interest costs to the extent the related borrowings are directly attributable to the acquisition or construction of an asset.
     Under U.S. GAAP, interest costs capitalized are determined based on specific borrowings related to the acquisition or construction of an asset, if an entity’s financing plans associate a specific new borrowing with a qualifying asset. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, additional interest costs capitalized are based on the weighted average interest rate applicable to other borrowings of the entity.
(e) Revaluation of property, plant and equipment
     In connection with the Reorganization in 1996, the property, plant and equipment of the Group were revalued as of December 31, 1996 (see Notes 1 and 21 to the consolidated financial statements). Such revaluation resulted in an increase in shareholders’ equity with respect to the increase in carrying amount of certain property, plant and equipment above their historical cost bases, while a charge to the consolidated statement of operations was recorded with respect to the reduction in carrying amount of certain property, plant and equipment below their historical cost bases. In addition, the revalued property, plant and equipment amounts serve as the tax bases of property, plant and equipment for years beginning in 1997. Accordingly, the revaluation eliminated certain of the temporary differences which gave rise to a deferred tax asset as of December 31, 1996. Such tax asset was offset against the revaluation surplus.
     Under U.S. GAAP, property, plant and equipment are stated at their historical cost unless an impairment loss has been recorded. An impairment loss on property, plant and equipment is recorded under U.S. GAAP if the carrying amount of such asset exceeds its future undiscounted cash flows, excluding finance costs. The future undiscounted cash flows, excluding finance costs, of the Group’s property, plant and equipment whose carrying amount was reduced in connection with the Reorganization, exceed their historical cost carrying amount and, therefore, impairment of such assets is not appropriate under U.S. GAAP. Accordingly, the revaluation reserve recorded directly to shareholders’ equity and the charge recorded under IFRSs in 1996 and the additional depreciation charges recorded in the nine years ended December 31, 2005, as a result of the Reorganization are reversed for U.S. GAAP purposes.
     However, as a result of the tax deductibility of the net revaluation reserve, a deferred tax asset related to the reversal of the net revaluation reserve is created under U.S. GAAP with a corresponding increase in shareholders’ equity as of December 31, 1996. Such deferred tax asset will be reversed upon depreciation of the net revaluation surplus included in the property, plant and equipment beginning 1997.

F-81


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(f) Investments in affiliated company and jointly controlled entity
     During 2002, the Group invested in an affiliated company and a jointly controlled entity, which were PRC state-owned enterprises. Under IFRSs, such investments are initially recorded on a fair value basis at the cost of purchases borne by the Group. In the consolidated statements of operations, the equity share of results of the investees are measured based on the fair value of underlying net assets determined on the dates of acquisitions.
     Under U.S. GAAP, such transactions are considered to be “combinations of businesses under common control”. Consequently, such investments are initially recorded at the Group’s equity share of net assets of the investees determined on a historical cost basis. The differences between such amounts and the cost of purchases are reflected as movements in the shareholders’ equity. In the consolidated statements of operations, the equity share of results of the investees are measured based on the historical cost basis.
(g) Provision for major overhauls
     As disclosed in Notes 2(u) and 33 to the consolidated financial statements prepared under IFRS, in respect of aircraft held under operating leases, a provision is made over the lease term for the estimated cost of overhauls required to be performed on the related aircraft prior to their return to the lessors.
     Under U.S. GAAP, a liability is recorded at the outset of the operating leases for the fair value of contractual obligations to perform the overhauls and a deferred asset is recorded for the corresponding amount, which is amortized over the term of the operating lease. The carrying amounts of such liability and asset amounted to approximately RMB749 and RMB390 respectively as of December 31, 2004 and RMB941 and RMB489 respectively as of December 31, 2005.
     The effect of above difference on the net income/(loss) and shareholders’ equity reported under U.S. GAAP was not material for the years presented.
(h) Classification of short-term obligations expected to be refinanced
     As described in Note 27 to the consolidated financial statements prepared under IFRSs, the short-term notes payable included certain notes payable of RMB2,611 which were renewed subsequent to December 31, 2005. The maturity dates of these notes payable are extended for twelve months to after December 31, 2006.
     Under U.S. GAAP, such short-term obligations which were refinanced on a long-term basis after the balance sheet date but before issuance of financial statements are classified as non-current liabilities. Consequently, under U.S. GAAP, short-term notes payable and consolidated current liabilities would be RMB18,834 and RMB35,739, respectively, at December 31, 2005.

F-82


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(i) Financial statements presentation and disclosure
(i)  Gain/(loss) on sale of property, plant and equipment
     In the consolidated statements of operations presented under IFRSs, gain/(loss) on sale of property, plant and equipment is classified under “Non-operating income/(expenses)”. Under U.S. GAAP, such gain/(loss) is classified under “Operating income/(expenses) – General and administrative”.
(ii) Presentation of dividends received in the consolidated statements of cash flows
     In the consolidated statements of cash flows presented under IFRSs, dividends received are classified within investing activities. Under U.S. GAAP, such dividends received are classified within operating activities.
(iii) Deferred tax assets/liabilities
     As disclosed in Note 25 to the consolidated financial statements, deferred tax assets are presented on a net basis under IFRSs. Under U.S. GAAP, the gross amounts of such deferred tax assets and any applicable valuation allowances are separately disclosed.
     In addition, deferred tax liabilities and assets should be classified as non-current when a classified balance sheet is presented under IFRSs. Under U.S. GAAP, an enterprise shall separate deferred tax liabilities and assets into a current amount and a non-current amount based on the classification of the related asset or liability for financial reporting.
     The U.S. GAAP presentation of deferred tax assets/(liabilities) as of December 31, 2004 and 2005 are as follows:
         
  December 31, 
  2004  2005 
  RMB  RMB 
Deferred tax assets:        
Tax losses  92   347 
Repair charges capitalized  254   275 
Accrued expenses  275   175 
Others  21   29 
       
Total deferred tax assets  642   826 
Less: valuation allowance  (53)  (188)
       
   589   638 
       
         
Deferred tax liabilities:        
Accrued expenses  75   58 
Depreciation allowances in excess of the related depreciation  752   832 
Others  49   16 
       
Total deferred tax liabilities  876   906 
       
         
   (287)  (268)
       
         
Representing:        
         
Deferred tax assets — current portion  161   61 
Deferred tax assets — non-current portion  428   577 
Deferred tax liabilities — current portion  (75)  (58)
Deferred tax liabilities — non-current portion  (801)  (848)
       
   (287)  (268)
       
     The valuation allowance was RMB48 as of January 1, 2003. During the years ended December 31, 2003, 2004 and 2005, the valuation allowance increased by RMB5, RMBNil and RMB135, respectively.
(iv)  Minority interests
     Under IFRS, minority interests at the balance sheet date are presented in the consolidated balance sheet within equity, separately from the equity attributable to the equity shareholders of the Company, and minority interests in the results of the Group for the year are presented in the consolidated statement of operations as an allocation of the total net income for the year between the minority interests and the equity shareholders of the Company. Under US GAAP, minority interests at the balance sheet date are presented in the consolidated balance sheet either as liabilities or separately from liabilities and equity. Minority interests in the results of the Group for the year are also separately presented in the consolidated statement of operations as a component of net income.

F-83


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
(v)  Share of taxation of affiliated companies and jointly controlled entities
     During the years ended December 31, 2003 and 2004, the Group’s share of taxation of affiliated companies and jointly controlled entities accounted for using the equity method was included as part of the Group’s income tax in the consolidated statements of operations under both IFRS and U.S. GAAP. As discussed in Note 3, with effect from January 1, 2005, the Group has changed the presentation and includes the share of taxation of affiliated companies and jointly controlled entities accounted for using the equity method in the respective shares of income or loss reported in the consolidated statements of operations before arriving at the Group’s income or loss before tax. These changes in presentation have been applied retrospectively with comparatives restated for both IFRS and U.S. GAAP.
     Income tax (benefit)/expense under U.S. GAAP for the years ended December 31, 2003 and 2004 have been restated as follows:
         
  2003  2004 
  RMB  RMB 
Income tax (benefit)/expense as previously reported under U.S. GAAP  (526)  274 
Reclassification for share of taxation of affiliated companies and jointly controlled entities  (10)  (13)
         
Income tax (benefit)/expense as restated under U.S. GAAP  (536)  261 
         
     Effect on net income/(loss) of significant differences between IFRS and U.S. GAAP is as follows:
                   
  Reference Year ended December 31,
  in Note 2003 2004 2005 2005
  above RMB RMB RMB U.S. dollars
Loss attributable to equity shareholders of the Company under IFRSs    (358)  (48)  (1,848)  (229)
U.S. GAAP adjustments:                  
Net (loss)/income before tax attributable to airline operations of CNA and XJA (a)  (1,042)  354   159   19 
Sale and leaseback accounting (b)  115   115   115   14 
Lease arrangements (c)  (64)  7   7   1 
Capitalized interest (d)  (33)  (13)  (9)  (1)
Reversal of additional depreciation arising from revaluation of property, plant and equipment (e)  33   13       
Investments in affiliated company and jointly controlled entity (f)  7   7   7   1 
Deferred tax effects                  
— current year    (8)  (16)  (17)  (2)
— effect on change in the Company’s income tax rate    (51)         
— tax effect of acquisitions of airline operations of CNA and XJA    261   (81)  (23)  (3)
— effect on change in income tax rate applicable to airline operations of CNA and XJA       (99)  79   10 
                   
 
Net (loss)/income under U.S. GAAP    (1,140)  239   (1,530)  (190)
                   
                   
Basic (loss)/earnings per share under U.S. GAAP    (0.298)  0.055   (0.350)  (0.043)
                   
                   
Basic (loss)/earnings per ADS under U.S. GAAP*    (14.876)  2.732   (17.489)  (2.172)
                   
*Basic (loss)/earnings per ADS is calculated on the basis that one ADS is equivalent to 50 H shares.

F - 84


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Effect on shareholders’ equity of significant differences between IFRSs and U.S. GAAP is as follows:
               
  Reference December 31,
  in Note 2004 2005 2005
  above RMB RMB U.S. Dollars
Total shareholders’ equity under IFRSs    13,903   11,936   1,479 
U.S. GAAP adjustments:              
Shareholders’ equity attributable to airline operations of CNA and XJA (a)  (531)  (372)  (46)
Sale and leaseback accounting (b)  (357)  (242)  (30)
Lease arrangements (c)  (107)  (100)  (13)
Capitalized interest (d)  335   326   41 
Investments in affiliated company and jointly controlled entity (f)  (104)  (97)  (12)
Deferred tax effect on airline operations of CNA and XJA    66   122   15 
Deferred tax effects    19   2    
Minority interests (h)  (2,055)  (1,936)  (240)
               
 
Net shareholders’ equity under US GAAP    11,169   9,639   1,194 
               

F - 85


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     The following are condensed consolidated statements of operations, cash flows and changes in total shareholders’ equity under U.S. GAAP for each of the two years ended December 31, 2003 and 2004, and additional financial information restated to reflect the impact of the effects of the combination of CNA and XJA and the Group in a manner similar to a pooling of interests prepared on a U.S. GAAP basis. As the CNA/XJA Acquisitions were completed on December 31, 2004, condensed consolidated balance sheets under U.S. GAAP at December 31, 2004 and 2005 and condensed consolidated statements of operations, cash flows and changes in total shareholders’ equity under U.S. GAAP for the year ended December 31, 2005 are not presented in these consolidated financial statements.
Condensed consolidated statements of operations
         
  2003 2004
  RMB RMB
Operating revenue:        
Traffic revenue  24,897   33,235 
Other operating revenue  586   930 
         
Total operating revenue  25,483   34,165 
         
         
Operating expenses:        
Flight operations  10,351   15,016 
Maintenance  3,878   4,578 
Aircraft and traffic servicing  3,803   4,789 
Promotion and sales  2,043   2,606 
General and administrative  1,397   1,759 
Depreciation and amortization  3,042   3,523 
Asset impairment charges  510    
Others  93   17 
         
 
Total operating expenses  25,117   32,288 
         
 
Operating income  366   1,877 
         
         
Non-operating income/(expenses):        
Interest income  27   33 
Interest expense  (1,604)  (1,184)
Equity income/(loss) of affiliated companies  50   15 
Equity (loss)/income of jointly controlled entities  (44)  (14)
Investment income     5 
Exchange (loss)/gain, net  (381)  (124)
Others, net  37   85 
         
 
Total net non-operating expenses  (1,915)  (1,184)
         
         
(Loss)/income before income tax and minority interests  (1,549)  693 
         
Income tax benefit/(expense)  536   (261)
         
         
(Loss)/income before minority interests  (1,013)  432 
         
Minority interest  (127)  (193)
         
         
(Loss)/income for the year  (1,140)  239 
         

F-86


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     The Group has changed the presentation and includes the share of taxation of affiliated companies and jointly controlled entities accounted for using the equity method in the respective shares of income or loss reported in the consolidated statements of operations before arriving at the Group’s income or loss before tax. These changes in presentation have been applied retrospectively with comparatives restated for both IFRS and U.S. GAAP. Further details are set out in Note 3 and Note 51(i).
Condensed consolidated statements of cash flows
     The Group applies IAS 7 “Cash Flow Statements”. Its objectives and principles are similar to those set out in Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows” (“SFAS 95”) for U.S. GAAP. The principal differences between the standards relate to classification. Dividend received classified as investing activities under IAS 7 are classified as operating activities under SFAS 95. Summarized cash flows data by operating, investing and financing activities in accordance with SFAS 95 are as follows:
         
  2003 2004
  RMB RMB
Net cash inflow/(outflow) from        
Operating activities  2,965   5,419 
Investing activities  (7,558)  (9,507)
Financing activities  2,820   4,172 
         
 
(Decrease)/increase in cash and cash equivalents  (1,773)  84 
Cash and cash equivalents at January 1  4,772   2,999 
         
Cash and cash equivalents at December 31  2,999   3,083 
         
Condensed consolidated statements of changes in total shareholders’ equity
 CHINA SOUTHERN AIRLINES COMPANY LIMITED
  
  /s/ Liu Shao YongTotal
    RMBName: Liu Shao Yong
Shareholders’ equity at December 31, 2002Title: Chairman of the Board of Directors
Date: June 23, 2008


Exhibit No.
 
Description of Exhibit
6,7961.1 Amended Articles of Association of China Southern Airlines Company Limited (incorporated by reference to Exhibit 1.1 to our Annual Report on Form 20-F for fiscal year 2006 filed with the Securities and Exchange Commission (File Number: 001-14660) for the year ended December 31, 2006 with the Securities and Exchange Commission on June 29, 2007)
   
Issue of A shares2,641
Net loss(1,140)
Net liabilities assumed by CSAHC (note a)4,552
Recognition of deferred tax assets (note b)246
Contributions from CSAHC3
Shareholders’ equity at December 31, 200313,098
Net income239
Net assets distributed to CSAHC (note a)(28)
Elimination of net deferred tax assets (note c)(181)
Distributions to CSAHC(1,959)
Shareholders’ equity at December 31, 200411,169

F-87


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
Notes:
(a)In connection with the CNA/XJA Acquisitions, certain assets and liabilities of CNA and XJA which were not to be acquired by the Company were transferred to CSAHC, the owner of CNA and XJA during 2003 and 2004.
(b)In connection with the CNA/XJA Acquisitions, the property, plant and equipment of CNA and XJA were revalued as of December 31, 2003 according to the relevant PRC rules and regulations. The revalued amount serves as the tax base for future years. Such revaluation is not recorded under U.S. GAAP. However, a deferred tax asset is recognized for the tax deductibility of the resulting net revaluation surpluses with a corresponding credit to the equity under U.S. GAAP.
(c)As a result of the CNA/XJA Acquisitions, the tax losses attributable to the airline operations of CNA and XJA are no longer available for utilization against future taxable income of such operations. Accordingly, the deferred tax assets arising from such tax losses and related valuation allowance was eliminated against equity.

F-88


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     The following additional financial statement disclosures are required under U.S. GAAP and are presented on a U.S. GAAP basis.
Operating revenue
         
  Year ended December 31,
  2003 2004
  RMB RMB
Traffic revenue
        
Passenger  22,438   30,443 
Cargo and mail  2,459   2,792 
         
   24,897   33,235 
         
         
Other operating revenue
        
Commission income  157   227 
General aviation income  40   55 
Ground services income  123   202 
Air catering income  31   53 
Rental income  40   45 
Aircraft lease income  36   145 
Gain on disposal of property, plant and equipment      
Maintenance services income  30   23 
Income on transfer of surplus pilot trainees      
Utility services income  14   28 
Other  115   152 
         
   586   930 
         
         
Total operating revenue
  25,483   34,165 
         
Income tax
     The Company was subject to PRC income tax at 33% for the period from January 1 to September 30, 2003. The Company is subject to PRC income tax at 15% beginning October 1, 2003.
     The airline operations of CNA and XJA were subject to PRC income tax at 33% during 2003 and up to December 30, 2004. As a result of the CNA/XJA Acquisitions having been effective December 31, 2004, the airline operations of CNA and XJA have become divisions of the Company and are subject to PRC income tax at the applicable rate of 15% at December 31, 2004.

F-89


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Taxation (expense)/benefit consisted of:
         
  Year ended December 31,
  2003 2004
  RMB RMB
PRC income tax  (47)  (259)
 
Deferred tax        
— current year  242   97 
— adjustment for change in the Company’s enacted tax rate  341    
— adjustment for change in applicable tax rate for airline operations of CNA and XJA     (99)
         
   536   (261)
         
         
Additional income taxes were allocated as follows:        
         
Shareholders’ equity, for deferred tax asset recognized in connection with the tax deductibility resulting from net revaluation surpluses  246    
         
Shareholders’ equity, for elimination of deferred tax assets of the airline operations of CNA and XJA no longer available     (181)
         
   246   (181)
         

F-90


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
     Actual taxation amount in the consolidated statements of operations for the years ended December 31, 2003 and 2004 differed from the amounts computed by applying the PRC income tax rate of 15% to income/(loss) before taxation and minority interests as a result of the following:
         
  Year ended December 31,
  2003 2004
  RMB RMB
Expected PRC taxation (expense)/benefit  232   (104)
Adjustments:        
Effect of change in the Company’s income tax rate  341    
Effect of change in the income tax rate applicable to the airline operations of CNA and XJA     (99)
Rate differential on subsidiaries  (5)  3 
Rate differential on airline operations of CNA and XJA  196   (43)
Non-deductible expenses  (90)  (37)
Increase in deferred tax valuation allowance  (110)  (4)
Expired tax losses  (34)   
Non-taxable income     17 
Effect of share of results of affiliated companies and jointly controlled entities  9   12 
Other, net  (3)  (6)
         
   536   (261)
         
     All but an insignificant amount of income/(loss) before taxation is from domestic sources.

F-91


CHINA SOUTHERN AIRLINES COMPANY LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Amounts in millions, except share data)
Related party transactions
     In addition to the related party transactions disclosed in Note 36, the Group and the airline operations of CNA and XJA had entered into the following material related party transactions.
(a)For the years ended December 31, 2003 and 2004, repairing charges of RMB701 and RMB1,159, respectively, was incurred by the Group and the airline operations of CNA and XJA in connection with aircraft repair and maintenance services rendered by GAMECO and MTU Zhuhai. GAMECO and MTU Zhuhai are jointly controlled entities of the Company.
(b)Operating lease charges of RMB15 and RMB82, respectively, were paid by the Group and the airline operations of CNA and XJA to CSAHC under lease arrangement for certain land and buildings in the PRC for the years ended December 31, 2003 and 2004.
(c)Aircraft lease income of RMBNil and RMB111, respectively, for the years ended December 31, 2003 and 2004, represents rental receivables in respect of short term leasing of aircraft by the Group and the airline operations of CNA and XJA to certain airlines controlled by the CSAHC.
Post-retirement benefit
     Employees of the Group and the airline operations of CNA and XJA participate in several defined contribution retirement schemes organized separately by PRC municipal governments in regions where the major operations of the Group and the airline operations of CNA and XJA are located. The Group and the airline operations of CNA and XJA are required to contribute to these schemes at the rates ranging from 14% to 20% of salary costs including certain allowances. A member of the retirement schemes is entitled to pension benefits equal to a fixed proportion of the salary at the retirement date. The retirement benefit obligations of all the existing and future retired staff are assumed by these schemes. Contributions to the retirement schemes are charged to consolidated statements of operations as and when incurred. Contributions to the retirement schemes amounted to RMB231 and RMB243, respectively, during 2003 and 2004.

F-92


EXHIBIT INDEX
Exhibit No.Description of Exhibit
4.1 Form of Director’s Service Agreement is incorporated(Incorporated by reference into the Exhibit 4(c).1 of4.1 to our Form 20-F (File No. 001-14660) for the year of 2005.ended December 31, 2005 filed with the Securities and Exchange Commission on June 30, 2006)
   
4.2 Form of Non-Executive Director’s Service Agreement is incorporated(Incorporated by reference into the Exhibit 4(c).2 of4.2 to our Form 20-F (File No. 001-14660) for the year of 2005.ended December 31, 2005 filed with the Securities and Exchange Commission on June 30, 2006)
   
88.1 Subsidiaries of China Southern Airlines Company Limited
10.1Airbus Aircraft Acquisition Agreement entered into between China Southern Airlines Company Limited and Airbus dated July 6, 2006 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on July 11, 2006)   
10.2Boeing Aircraft Acquisition Agreement entered into between China Southern Airlines Company Limited and Boeing dated October 13, 2006 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on October 17, 2006)
10.3Xiamen Aircraft Acquisition Agreement entered into between Xiamen Airlines and Boeing dated October 13, 2006 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on October 17, 2006)
10.4Airbus Aircraft Acquisition Agreement entered into between the Company and Airbus dated on July 16, 2007 (Incorporated by reference to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on July 17, 2007)
10.5Xiamen Aircraft Acquisition Agreement entered into between Xiamen Airlines and Boeing dated on July 16, 2007 (Incorporated by reference to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on July 17, 2007)
10.6Boeing Aircraft Acquisition Agreement entered into between the Company and Boeing dated on August 20, 2007 (Incorporated by reference to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on August 21, 2007)
10.7Airbus Aircraft Acquisition Agreement entered into between the Company and Airbus dated on October 23, 2007 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on October 23, 2007)
10.8Boeing Aircraft Acquisition Agreement between Xiamen Airlines and Boeing dated April 18, 2008 (Incorporated by reference to the Exhibit 99.1 to our Form 6-K (File No. 001-14660) filed with the Securities and Exchange Commission on April 22, 2008)
   
12.1 Section 302 Certification of ChairmanPresident

12.2Section 302 Certification of President
12.3 Section 302 Certification of Chief Financial Officer
   
13.1 Section 906 Certification of ChairmanPresident
   
13.2 Section 906 Certification of President
13.3Section 906 Certification of Chief Financial Officer