REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Ordinary H Shares of par value RMB1.00 per share represented by American Depositary Shares |
☒ |
Accelerated filer |
☐ | ||||
Non-accelerated filer |
☐ |
Emerging growth company |
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
U.S. GAAP ☐ |
by the International Accounting Standards Board ☒ |
Other ☐ |
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• | general economic and business conditions in markets where our Company operates, including changes in interest rates; |
• | the effects of competition on the demand for and price of our services; |
• | natural phenomena; |
• | the impact of unusual events on our business and operations, including COVID-19 and other pandemics, and the effect of governmental actions taken in response; |
• | actions by government authorities, including changes in government regulations, and changes in CAAC’s regulatory policies; |
• | our relationship with China Southern Air Holding Company Limited; |
• | uncertainties associated with potential legal proceedings; |
• | technological development; |
• | our ability to attract key personnel and attract new talent; |
• | future decisions by management in response to changing conditions; |
• | the Company’s ability to execute prospective business plans; |
• | the availability of qualified flight personnel and airport facilities; and |
• | misjudgments in the course of preparing forward-looking statements. |
Capacity |
||
“available seat kilometers” or “ASK” | the number of seats made available for sale multiplied by the kilometers flown | |
“available ton kilometers” or “ATK” | the tons of capacity available for the transportation of revenue load (passengers and cargo) multiplied by the kilometers flown | |
Traffic |
||
“revenue passenger kilometers” or “RPK” | i.e. passenger traffic volume, the number of passengers carried multiplied by the kilometers flown | |
“revenue ton kilometers” or “RTK” | i.e. total traffic volume, the load (passenger and cargo) in tons multiplied by the kilometers flown | |
“revenue ton kilometers-cargo” or “RFTK” | i.e. cargo and mail traffic volume, the load for cargo and mail in tonnes multiplied by the kilometers flown | |
“revenue ton kilometers-passenger” | the load for passenger in tons multiplied by the kilometers flown | |
“ton” | a metric ton, equivalent to 1,000 kilograms | |
Yield |
||
“yield per RFTK” | revenue from cargo operations divided by RFTK | |
“yield per RPK” | revenue from passenger operations divided by RPK | |
“yield per RTK” | revenue from airline operations (passenger and cargo) divided by RTK | |
Cost |
||
“operating cost per ATK” | operating expenses divided by ATK | |
Load Factors |
||
“overall load factor” | RTK expressed as a percentage of ATK | |
“passenger load factor” | RPK expressed as a percentage of ASK | |
Utilization |
||
“utilization rates” | flight hours that aircraft can service during specified time | |
Equipment |
||
“expendables” | aircraft parts that are ordinarily used up and replaced with new parts |
“rotables” | aircraft parts that are ordinarily repaired and reused | |
Others |
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“ADS” | American Depositary Share | |
“A Shares” | Shares issued by our Company to investors in the PRC for subscription in RMB, with par value of RMB1.00 each | |
“Board” | board of directors of the Company | |
“CAAC” | Civil Aviation Administration of China | |
“CAOSC” | China Aviation Oil Supplies Company | |
“CSAH” | China Southern Air Holding Company Limited | |
“CSRC” | China Securities Regulatory Commission | |
“Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
“Hong Kong Listing Rules” | The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited | |
“H Shares” | Shares issued by our Company, listed on The Stock Exchange of Hong Kong Limited and subscribed for and traded in Hong Kong dollars, with par value of RMB1.00 each | |
“Nan Lung” | Nan Lung Holding Limited (a wholly-owned subsidiary of CSAH) | |
“NDRC” | National Development and Reform Commission of China | |
“SAFE” | State Administration of Foreign Exchange of China | |
“Finance Company” | China Southern Airlines Group Finance Company Limited | |
“SASAC” | State-owned Assets Supervision and Administration Commission of the State Council | |
“SEC” | United States Securities and Exchange Commission | |
“SPVs” | special purpose vehicles exclusively set up by the Company and its subsidiaries for leased aircraft |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
Year ended December 31, |
||||||||||||||||||||||||
2021 US$ |
2021 RMB |
2020 RMB |
2019 RMB |
2018 RMB |
2017 RMB |
|||||||||||||||||||
(in million, except per share and per ADS data) |
||||||||||||||||||||||||
Consolidated Income Statement Data |
||||||||||||||||||||||||
Operating revenue |
15,942 | 101,644 | 92,561 | 154,322 | 143,623 | 127,806 | ||||||||||||||||||
Operating expenses |
(18,247 | ) | (116,340 | ) | (109,111 | ) | (148,608 | ) | (140,242 | ) | (123,098 | ) | ||||||||||||
Operating (loss)/profit |
(1,557 | ) | (9,929 | ) | (11,864 | ) | 10,838 | 8,819 | 9,156 | |||||||||||||||
(Loss)/profit before income tax |
(2,182 | ) | (13,910 | ) | (15,195 | ) | 4,055 | 4,364 | 8,874 | |||||||||||||||
(Loss)/profit for the year |
(1,728 | ) | (11,016 | ) | (11,827 | ) | 3,084 | 3,364 | 6,898 | |||||||||||||||
(Loss)/profit attributable to: |
||||||||||||||||||||||||
Equity shareholders of our Company |
(1,899 | ) | (12,106 | ) | (10,847 | ) | 2,640 | 2,895 | 5,961 | |||||||||||||||
Non-controlling interests |
171 | 1,090 | (980 | ) | 444 | 469 | 937 | |||||||||||||||||
Basic and diluted (loss)/earnings per share |
(0.12 | ) | (0.75 | ) | (0.77 | ) | 0.22 | 0.27 | 0.60 | |||||||||||||||
Basic and diluted (loss)/earnings per ADS (1) |
(5.86 | ) | (37.36 | ) | (38.58 | ) | 10.76 | 13.50 | 30.03 | |||||||||||||||
Other Financial Data |
||||||||||||||||||||||||
Cash dividends declared per share |
— | — | — | — | 0.05 | 0.10 |
(1) | Basic and diluted earnings per share have been computed by dividing profit attributable to our equity shareholders by the weighted average number of shares in issue. Basic and diluted earnings per ADS have been computed as if all of our issued or potential ordinary shares, including A shares and H shares, are represented by ADSs during each of the years presented. Each ADS represents 50 H shares. |
As of December 31, |
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2021 US$ |
2021 RMB |
2020 RMB |
2019 RMB |
2018 RMB |
2017 RMB |
|||||||||||||||||||
(in million, except per share and per ADS data) |
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Consolidated Statement of Financial Position Data: |
||||||||||||||||||||||||
Cash and cash equivalents |
3,365 | 21,456 | 25,419 | 1,849 | 6,928 | 6,826 | ||||||||||||||||||
Total current assets, excluding cash and cash equivalents |
2,574 | 16,410 | 13,566 | 14,889 | 17,144 | 11,058 | ||||||||||||||||||
Property, plant and equipment, net |
14,302 | 91,186 | 86,146 | 84,788 | 170,692 | 158,926 | ||||||||||||||||||
Right-of-use |
21,714 | 138,439 | 151,065 | 153,211 | — | — | ||||||||||||||||||
Total assets |
50,694 | 323,211 | 326,383 | 306,928 | 246,949 | 218,718 | ||||||||||||||||||
Current borrowings |
9,083 | 57,913 | 40,099 | 37,543 | 38,741 | 27,568 | ||||||||||||||||||
Current portion of obligations under finance leases |
— | — | — | — | 9,555 | 8,341 | ||||||||||||||||||
Non-current borrowings |
6,016 | 38,354 | 38,134 | 13,637 | 15,676 | 20,719 | ||||||||||||||||||
Obligations under finance leases, excluding current portion |
— | — | — | — | 62,666 | 59,583 | ||||||||||||||||||
Lease liabilities |
16,116 | 102,749 | 121,213 | 134,074 | — | — | ||||||||||||||||||
Total equity |
13,255 | 84,508 | 85,131 | 77,329 | 78,469 | 62,543 | ||||||||||||||||||
Number of shares (in million) |
16,948 | 16,948 | 15,329 | 12,267 | 12,267 | 10,088 |
Year ended December 31, |
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2021 |
2020 |
2019 |
2018 |
2017 |
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Capacity |
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ASK (million) |
213,922 | 214,722 | 344,062 | 314,421 | 280,646 | |||||||||||||||
ATK (million) |
33,518 | 33,892 | 46,434 | 42,728 | 38,332 | |||||||||||||||
Kilometers flown (thousand) |
1,317,850 | 1,304,667 | 1,875,520 | 1,762,920 | 1,623,014 | |||||||||||||||
Hours flown (thousand) |
2,110 | 2,077 | 2,951 | 2,773 | 2,567 | |||||||||||||||
Number of landing and take-offs |
843,320 | 822,459 | 1,117,880 | 1,069,430 | 1,010,460 | |||||||||||||||
Traffic |
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RPK (million) |
152,426 | 153,440 | 284,921 | 259,194 | 230,697 | |||||||||||||||
RTK (million) |
21,209 | 20,805 | 32,625 | 30,334 | 27,321 | |||||||||||||||
Passengers carried (thousand) |
98,505 | 96,856 | 151,632 | 139,885 | 126,299 | |||||||||||||||
Cargo and mail carried (tons) |
1,141,950 | 1,460,825 | 1,763,560 | 1,732,280 | 1,672,162 | |||||||||||||||
Load Factors |
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Passenger load factor (RPK/ASK) (%) |
71.3 | 71.5 | 82.8 | 82.4 | 82.2 | |||||||||||||||
Overall load factor (RTK/ATK) (%) |
63.3 | 61.4 | 70.3 | 71.0 | 71.3 | |||||||||||||||
Yield |
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Yield per RPK (RMB) |
0.49 | 0.46 | 0.49 | 0.49 | 0.49 | |||||||||||||||
Yield per RFTK (RMB) |
2.58 | 2.27 | 1.27 | 1.33 | 1.30 | |||||||||||||||
Yield per RTK (RMB) |
4.49 | 4.18 | 4.54 | 4.55 | 4.46 | |||||||||||||||
Fleet |
||||||||||||||||||||
- Boeing |
469 | 469 | 467 | 460 | 407 | |||||||||||||||
- Airbus |
391 | 383 | 375 | 354 | 321 | |||||||||||||||
- Others |
18 | 15 | 20 | 26 | 26 | |||||||||||||||
Total aircraft in service at period end |
878 | 867 | 862 | 840 | 754 | |||||||||||||||
Average daily utilization rate (hours per day) |
6.96 | 7.02 | 9.96 | 9.73 | 9.79 |
• | The outbreak and global spread of the COVID-19 pandemic have had a material adverse effect on our business. The duration and severity of the pandemic, and similar public health threats or a large scale natural disaster we may face in the future, could result in additional adverse effects on our business. |
• | We are indirectly majority owned by the Chinese government, which may exert influence in a manner that may conflict with the interests of holders of ADSs, H Shares and A Shares. |
• | Any disruption of the provision of services by CSAH or its affiliates could affect our operations and financial condition. |
• | Due to a high degree of operating leverage and high fixed costs, a decrease in our revenue could result in a disproportionately higher decrease in our profit. |
• | The results of our operations are also significantly exposed to fluctuations in foreign exchange rates. |
• | We have significant committed capital expenditures in the next three years, and may face challenges and difficulties in maintaining our liquidity. |
• | Unfavorable economic conditions, in China and globally, could affect the demand for air travel. |
• | Lack of adequate documentation for land use rights and ownership of buildings may subject us to challenges and claims by third parties. |
• | Any discontinuity or disruption in the direct flight arrangement between Mainland China and Taiwan may negatively affect our results of operations. |
• | The travel industry continues to face on-going security concerns and cost burdens. |
• | We may suffer losses in the event of an accident involving our aircraft or the aircraft of any other airline. |
• | The mandatory grounding of our Boeing 737 Max fleet may have a material adverse effect on our business, operating results and financial condition. |
• | We are subject to stringent laws and contractual obligations related to data privacy and cybersecurity, and we may be exposed to risks related to our management of personal information and other data. |
• | Evolving data security and cybersecurity requirements could increase our costs, and any significant data security incident could disrupt our operations, harm our reputation, expose us to legal risks and otherwise materially adversely affect our business, results of operations and financial condition. |
• | We may be unable to retain our senior management team or other key employees. |
• | Our results of operations may be negatively impacted by any jet fuel shortages or any fluctuation in domestic prices for jet fuel. |
• | Our profit for the year may suffer from unexpected volatility caused by any fluctuation in the level of fuel surcharges. |
• | Our business is subject to extensive government regulations. |
• | Our results of operations tend to be volatile and fluctuate due to seasonality. |
• | Our operations may be adversely affected by insufficient aviation infrastructure in the Chinese commercial aviation industry. |
• | We face increasingly intense competition in both domestic and international markets. |
• | We expect to face substantial competition from alternative means of transportation, especially as a result of the rapid development of the Chinese rail network. |
• | Limitations on foreign ownership of Chinese airlines may affect our access to funding in the international equity capital markets. |
• | The commercial aviation industry is subject to risks associated with climate change, including the increasingly stringent environmental regulation to protest against emissions. Failure to comply with existing or future environmental regulations or to otherwise manage the risks of climate change effectively could have a material adverse effect on our business. |
• | We may utilize fuel hedging arrangements which may result in losses. |
• | We have significant exposure to foreign currency risk as part of our lease liabilities are denominated in foreign currencies. Due to rigid foreign exchange control by Chinese government, we may face difficulties in obtaining sufficient foreign exchange to pay dividends or satisfy our foreign exchange liabilities. |
• | Uncertainties with respect to the PRC legal system may cause significant uncertainties to our operations. |
• | Any actions by the Chinese government may cause us to make material changes to our operations and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. |
• | The enactment of the Holding Foreign Companies Accountable Act may result in enhanced disclosure requirements for us and our delisting from the NYSE and deregistration from the SEC. |
• | The demand in air travel has decreased and may remain depressed due to the COVID-19 pandemic and the measures taken by governments around the world to contain the pandemic. |
• | The mitigation measures we implemented or may consider in the future in response to the pandemic may have negative consequences with respect to our business and operations. |
• | The overall situation of the pandemic remains fluid and it is difficult to predict the duration and development of the pandemic as well as other potential impact it may have on our business. |
ITEM 4. |
INFORMATION ON THE COMPANY |
• | Establishing a leading group for pandemic prevention and control, initiating the highest level response to public health emergency, formulating a plan to provide full support for transportation related to pandemic prevention and control, and adopting a policy of free transportation for supplies for pandemic prevention and control; |
• | Adopting various precautionary measures for preventing the spread of COVID-19, including enhancing cleaning and sanitizing procedures on the ground and in the air, taking steps to help employees and customers practice social distancing and reducing physical touch points, and implementing government-mandated face-covering and body temperature checking requirements; |
• | Making adjustments to our operational capacity by temporarily suspending or reducing the number of flights of certain routes, including those routes to and from high risk countries, exploring with our partners and suppliers the possibility of postponing the delivery of new aircraft, and seizing market opportunities to increase freight revenue; and |
• | Strengthening our cost control by encouraging employees to take voluntary leave with reduced pay during the initial period of the pandemic when our capacity was significantly reduced, and carrying out lean cost control management including implementation of cost-reduction and efficiency-enhancement measures and strict control of the cost of jet fuel and landing fees. |
Passenger carried |
Cargo and mail carried (tons) |
Total traffic (tons kilometers) |
||||||||||||||||||||||
Year |
Total (in millions) |
Increase (decrease) over previous year (%) |
Total (in thousand tons) |
Increase (decrease) over previous year (%) |
Total (in millions) |
Increase (decrease) over previous year (%) |
||||||||||||||||||
2019 |
151.63 | 8.4 | 1,764 | 1.8 | 32,625 | 7.55 | ||||||||||||||||||
2020 |
96.86 | (36.12 | ) | 1,461 | (17.17 | ) | 20,805 | (36.23 | ) | |||||||||||||||
2021 |
98.50 | 1.7 | 1,442 | (1.29 | ) | 21,209 | 1.94 |
Model |
Number of Aircraft |
Passenger Capacity |
||||||
Airbus 380 series |
5 | 506 | ||||||
Airbus 350 series |
12 | 314 | ||||||
Airbus 330 series |
40 | 218/258/259/260/278/283/284/286 | ||||||
Airbus 320 series |
334 | 94/130/138/152/160/166/179/189/195/200/208 | ||||||
Boeing 787 series |
39 | 237/266/276/287/297 | ||||||
Boeing 777 series |
15 | 361 | ||||||
Boeing 737 series |
399 | 128/134/159/161/164/169/170/172/178/184 | ||||||
EMB190 |
6 | 98 | ||||||
ARJ21 Series |
12 | 90 | ||||||
Boeing 747 series Freighter |
2 | N/A | ||||||
Boeing 777 series Freighter |
14 | N/A | ||||||
Total |
878 | N/A |
Financing Lease |
Operating Lease |
Average Remaining Lease Term |
||||||||||
Model |
Number of Aircraft |
Number of Aircraft |
Year |
|||||||||
Boeing 787 series |
25 | 10 | 5.93 | |||||||||
Boeing 777 series |
14 | 0 | 5.70 | |||||||||
Boeing 737 series |
72 | 166 | 4.08 | |||||||||
Airbus 380 series |
1 | 0 | 0.08 | |||||||||
Airbus 350 series |
6 | 0 | 6.64 | |||||||||
Airbus 330 series |
29 | 7 | 3.87 | |||||||||
Airbus 320 series |
95 | 123 | 5.56 | |||||||||
EMB190 |
0 | 0 | 0 | |||||||||
ARJ21 |
6 | 0 | 6.73 | |||||||||
Boeing 777 series Freighter |
7 | 0 | 5.85 | |||||||||
Boeing 747 series Freighter |
0 | 0 | 0 | |||||||||
Total |
255 |
306 |
4.92 |
Passengers Carried |
Cargo and Mail Carried (tons) |
Total Traffic (tons kilometers) |
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Year |
Industry Total (in millions) |
Group’s Share (% of total) |
Industry Total (in thousands) |
Group’s Share (% of total) |
Industry Total (in billions) |
Group’s Share (% of total) |
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2017 |
551.6 | 25.2 | 7,058 | 23.7 | 108.3 | 22.9 | ||||||||||||||||||
2018 |
611.7 | 22.9 | 7,385 | 23.5 | 120.7 | 25.1 | ||||||||||||||||||
2019 |
659.9 | 23.0 | 7,532 | 23.4 | 129.3 | 25.2 | ||||||||||||||||||
2020 |
417.8 | 23.2 | 6,766 | 21.6 | 79.9 | 26.1 | ||||||||||||||||||
2021 |
440.6 | 22.4 | 7,318 | 19.7 | 85.7 | 24.7 |
Airport |
Passengers Carried (% of total) |
Cargo and Mail Carried (% of total) |
Departing Flight (% of total) |
|||||||||
Guangzhou |
47.08 | 24.38 | 46.43 | |||||||||
Chengdu |
11.53 | 7.20 | 10.10 | |||||||||
Shenzhen |
29.13 | 10.98 | 25.81 | |||||||||
Chongqing |
22.06 | 12.57 | 22.66 | |||||||||
Shanghai Hongqiao |
13.18 | 14.60 | 12.80 | |||||||||
Beijing |
0.25 | 0.05 | 0.21 | |||||||||
Kunming |
11.32 | 11.17 | 9.65 | |||||||||
Shanghai Pudong |
14.32 | 7.56 | 10.57 | |||||||||
Xi’an |
14.14 | 8.23 | 12.72 | |||||||||
Hangzhou |
29.35 | 7.72 | 23.97 |
Airport |
Passengers Carried (% of total) |
Cargo and Mail Carried (% of total) |
Departing Flight (% of total) |
|||||||||
Changsha |
33.63 | 16.82 | 33.40 | |||||||||
Wuhan |
37.30 | 16.36 | 35.15 | |||||||||
Zhengzhou |
30.09 | 5.31 | 28.03 | |||||||||
Haikou |
23.43 | 28.15 | 22.64 | |||||||||
Sanya |
27.04 | 27.87 | 27.67 | |||||||||
Nanning |
22.98 | 17.22 | 22.16 | |||||||||
Zhuhai |
31.69 | 28.94 | 31.93 | |||||||||
Guilin |
12.87 | 10.80 | 13.31 |
Name of Company |
Place and Date of Establishment/Operation |
Proportion of Ownership Interest Held by our Company |
||||
Xiamen Airlines Company Limited |
PRC August 11, 1984 | 55 | % | |||
Shantou Airlines Company Limited |
PRC July 20, 1993 | 60 | % | |||
Zhuhai Airlines Company Limited |
PRC May 8, 1995 | 60 | % | |||
Guizhou Airlines Company Limited |
PRC June 17, 1998 | 60 | % | |||
Chongqing Airlines Company Limited |
PRC May 30, 2007 | 60 | % | |||
China Southern Airlines Henan Airlines Company Limited |
PRC September 27, 2013 | 60 | % | |||
China Southern Air Logistics Co., Ltd. |
PRC June 8, 2018 | 55 | % |
Proportion of Ownership Interest Held by |
||||||||||||||||
Name of Company |
Place and Date of Establishment/Operation |
Group Effective Interest |
Our Company |
Subsidiaries |
||||||||||||
Guangzhou Aircraft Maintenance Engineering Co., Ltd. |
PRC October 28, 1989 | 50 | % | 50 | % | — | ||||||||||
China Southern Airlines Group Finance Company Limited |
PRC June 28, 1995 | 48.59 | % | 41.81 | % | 6.78 | % | |||||||||
Sichuan Airlines Co., Ltd. |
PRC August 28, 2002 | 39 | % | 39 | % | — | ||||||||||
Southern Airlines Culture and Media Co., Ltd. |
PRC May 13, 2004 | 40 | % | 40 | % | — | ||||||||||
MTU Maintenance Zhuhai Co., Ltd. |
PRC March 1, 2001 | 50 | % | 50 | % | — |
Land (in square meters) |
Building (in square meters) |
|||||||||||||||
Owned |
Leased |
Owned |
Leased |
|||||||||||||
Guangzhou |
1,961,288 | 101,785 | 1,001,121 | 112,760 | ||||||||||||
Shenzhen |
246,397 | — | 117,745 | 5,730 | ||||||||||||
Zhuhai |
172,888 | 81,413 | 53,974 | 3,601 | ||||||||||||
Changsha |
332,451 | 9,539 | 72,885 | 8,514 | ||||||||||||
Haikou |
348,536 | — | 66,394 | 4,763 | ||||||||||||
Wuhan |
284,518 | 38,082 | 84,797 | 23,783 | ||||||||||||
Nanyang |
— | 1,855,907 | 13,353 | 33,635 | ||||||||||||
Sanya |
96,343 | — | 41,410 | 1,200 | ||||||||||||
Shenyang |
142,199 | 27,082 | 39,359 | 42,361 | ||||||||||||
Dalian |
— | 158,240 | 65,227 | 38,496 | ||||||||||||
Jilin |
134,488 | 46,056 | 108,096 | 7,167 | ||||||||||||
Harbin |
30,969 | 250,934 | 68,960 | 35,931 | ||||||||||||
Xinjiang |
18,246 | 526,900 | 167,139 | 15,300 | ||||||||||||
Guangxi |
120,602 | — | 114,016 | — | ||||||||||||
Beijing |
705,440 | — | 774,861 | — | ||||||||||||
Shanghai |
42,292 | 5,333 | 94,043 | — | ||||||||||||
Chengdu |
— | — | 1,855 | 3,944 | ||||||||||||
Qingdao |
767 | |||||||||||||||
Hefei |
— | — | 976 | — | ||||||||||||
Sydney |
— | — | 1,151 | — | ||||||||||||
Amsterdam |
455 | |||||||||||||||
Xi’an |
54,277 | — | 4,364 | — | ||||||||||||
Yunnan |
— | — | 2,003 | — | ||||||||||||
Hangzhou |
— | — | 871 | — | ||||||||||||
Nanjing |
1,704 |
Land (in square meters) |
Building (in square meters) |
|||||||||||||||
Owned |
Leased |
Owned |
Leased |
|||||||||||||
Xiamen Airlines |
550,149 | — | 874,920 | 17,396 | ||||||||||||
Shantou Airlines |
262,324 | — | 88,868 | — | ||||||||||||
Zhuhai Airlines |
136,201 | — | 73,338 | 2,390 | ||||||||||||
Guizhou Airlines |
254,790 | — | 50,574 | — | ||||||||||||
Chongqing Airlines |
82,449 | — | 68,681 | — | ||||||||||||
Henan Airlines |
364,255 | — | 63,141 | — | ||||||||||||
Zhuhai Xiang Yi Aviation Technology Co., Ltd. |
132,088 | — | 68,902 | 3,570 |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
Year ended December 31, |
2021 vs. 2020% increase |
2020 vs. 2019% increase |
||||||||||||||||||
Traffic |
2021 | 2020 | 2019 | (decrease) |
(decrease) |
|||||||||||||||
RPK (million) |
||||||||||||||||||||
Domestic |
148,223.63 | 140,135.20 | 195,239.18 | 5.77 | (28.22 | ) | ||||||||||||||
Regional |
152.48 | 239.14 | 3,258.71 | (36.24 | ) | (92.66 | ) | |||||||||||||
International |
4,050.18 | 13,065.78 | 86,422.92 | (69.00 | ) | (84.88 | ) | |||||||||||||
Total |
152,426.29 | 153,440.11 | 284,920.82 | (0.66 | ) | (46.15 | ) | |||||||||||||
RTK (million) |
||||||||||||||||||||
Domestic |
14,389.54 | 13,720.92 | 18,897.97 | 4.87 | (27.39 | ) | ||||||||||||||
Regional |
25.48 | 30.19 | 312.80 | (15.60 | ) | (90.35 | ) | |||||||||||||
International |
6,793.68 | 7,053.76 | 13,414.05 | (3.69 | ) | (47.42 | ) | |||||||||||||
Total |
21,208.71 | 20,804.88 | 32,624.82 | 1.94 | (36.23 | ) | ||||||||||||||
Passengers carried (thousand) |
||||||||||||||||||||
Domestic |
97,717.02 | 93,911.34 | 128,706.50 | 4.05 | (27.03 | ) | ||||||||||||||
Regional |
147.75 | 213.22 | 2,480.54 | (30.71 | ) | (91.40 | ) | |||||||||||||
International |
639.89 | 2,731.48 | 20,445.12 | (76.57 | ) | (86.64 | ) | |||||||||||||
Total |
98,504.66 | 96,856.04 | 151,632.16 | 1.70 | (36.12 | ) | ||||||||||||||
Cargo and mail carried (thousand tons) |
||||||||||||||||||||
Domestic |
765.34 | 817.51 | 1,052.13 | (6.38 | ) | (22.30 | ) | |||||||||||||
Regional |
12.19 | 9.12 | 23.27 | 33.66 | (60.80 | ) | ||||||||||||||
International |
664.42 | 634.19 | 688.16 | 4.77 | (7.84 | ) | ||||||||||||||
Total |
1,441.95 | 1,460.83 | 1,763.57 | (1.29 | ) | (17.17 | ) | |||||||||||||
Capacity |
||||||||||||||||||||
ASK (million) |
||||||||||||||||||||
Domestic |
205,437.17 | 193,935.93 | 235,216.49 | 5.93 | (17.55 | ) | ||||||||||||||
Regional |
463.01 | 550.91 | 4,367.53 | (15.96 | ) | (87.39 | ) | |||||||||||||
International |
8,021.64 | 20,235.13 | 104,477.84 | (60.36 | ) | (80.63 | ) | |||||||||||||
Total |
213,921.82 | 214,721.97 | 344,061.86 | (0.37 | ) | (37.59 | ) | |||||||||||||
ATK (million) |
||||||||||||||||||||
Domestic |
23,431.06 | 22,182.70 | 26,803.84 | 5.63 | (17.24 | ) | ||||||||||||||
Regional |
61.20 | 70.71 | 506.71 | (13.46 | ) | (86.04 | ) | |||||||||||||
International |
10,025.45 | 11,638.87 | 19,123.06 | (13.86 | ) | (39.14 | ) | |||||||||||||
Total |
33,517.70 | 33,892.28 | 46,433.61 | (1.11 | ) | (27.01 | ) |
2021 vs. 2020 increase (decrease) Percentage points |
2020 vs. 2019 increase (decrease) Percentage points |
|||||||||||||||||||
Load Factors |
||||||||||||||||||||
Passenger load factor (RPK/ASK) (%) |
||||||||||||||||||||
Domestic |
72.15 | 72.26 | 83.00 | (0.11 | ) | (10.74 | ) | |||||||||||||
Regional |
32.93 | 43.41 | 74.61 | (10.47 | ) | (31.20 | ) | |||||||||||||
International |
50.49 | 64.57 | 82.72 | (14.08 | ) | (18.15 | ) | |||||||||||||
Average |
71.25 | 71.46 | 82.81 | (0.21 | ) | (11.35 | ) | |||||||||||||
Overall load factor (RTK/ATK) (%) |
||||||||||||||||||||
Domestic |
61.41 | 61.85 | 70.50 | (0.44 | ) | (8.65 | ) | |||||||||||||
Regional |
41.64 | 42.70 | 61.73 | (1.06 | ) | (19.03 | ) | |||||||||||||
International |
67.76 | 60.61 | 70.15 | 7.16 | (9.54 | ) | ||||||||||||||
Average |
63.28 | 61.39 | 70.26 | 1.89 | (8.88 | ) | ||||||||||||||
2021 vs. 2020% increase |
2020 vs. 2019% increase |
|||||||||||||||||||
Yield |
||||||||||||||||||||
Yield per RPK (RMB) |
(decrease |
) |
(decrease |
) | ||||||||||||||||
Domestic |
0.46 | 0.41 | 0.52 | 12.20 | (21.15 | ) | ||||||||||||||
Regional |
1.46 | 1.05 | 0.75 | 39.05 | 40.00 | |||||||||||||||
International |
1.61 | 0.96 | 0.39 | 67.71 | 146.15 | |||||||||||||||
Average |
0.49 | 0.46 | 0.49 | 6.52 | (6.12 | ) | ||||||||||||||
Yield per RTK (RMB) |
||||||||||||||||||||
Domestic |
4.88 | 4.34 | 5.50 | 12.44 | (21.09 | ) | ||||||||||||||
Regional |
15.23 | 11.06 | 8.18 | 37.70 | 35.21 | |||||||||||||||
International |
3.64 | 3.84 | 3.10 | (5.21 | ) | 23.87 | ||||||||||||||
Average |
4.49 | 4.18 | 4.54 | 7.42 | (7.93 | ) | ||||||||||||||
Financial |
||||||||||||||||||||
Passenger revenue (RMB million) |
||||||||||||||||||||
Domestic |
68,656 | 57,793 | 101,955 | 18.80 | (43.32 | ) | ||||||||||||||
Regional |
223 | 251 | 2,437 | (11.16 | ) | (89.70 | ) | |||||||||||||
International |
6,513 | 12,490 | 34,110 | (47.85 | ) | (63.38 | ) | |||||||||||||
Total |
75,392 | 70,534 | 138,502 | 6.89 | (49.07 | ) | ||||||||||||||
Cargo and mail revenue (RMB million) |
19,887 | 16,493 | 9,615 | 20.58 | 71.53 |
2021 |
2020 |
|||||||||||||||||||
Operating revenue RMB million |
Percentage % |
Operating revenue RMB million |
Percentage % |
Change in revenue % |
||||||||||||||||
Traffic revenue |
95,279 | 93.74 | 87,027 | 94.02 | 9.48 | |||||||||||||||
Including: Passenger revenue |
75,392 | 70,534 | 6.89 | |||||||||||||||||
– Domestic |
68,656 | 57,793 | 18.80 | |||||||||||||||||
– Hong Kong, Macau and Taiwan |
223 | 251 | (11.16 | ) | ||||||||||||||||
– International |
6,513 | 12,490 | (47.85 | ) | ||||||||||||||||
Cargo and mail revenue |
19,887 | 16,493 | 20.58 | |||||||||||||||||
Other operating revenue |
6,365 | 6.26 | 5,534 | 5.98 | 15.02 | |||||||||||||||
Mainly including: |
||||||||||||||||||||
Commission income |
2,677 | 2,771 | (3.39 | ) | ||||||||||||||||
Cargo handling income |
864 | 507 | 70.41 | |||||||||||||||||
Ground services income |
326 | 210 | 55.24 | |||||||||||||||||
General aviation income |
572 | 508 | 12.60 | |||||||||||||||||
Hotel and tour operation income |
538 | 390 | 37.95 | |||||||||||||||||
Total operating revenue |
101,644 | 100.00 | 92,561 | 100.00 | 9.81 | |||||||||||||||
2021 |
2020 |
Change in traffic revenue % |
||||||||||||||||||
Traffic revenue RMB million |
Percentage % |
Traffic revenue RMB million |
Percentage % |
|||||||||||||||||
Passenger revenue |
75,392 | 79.13 | 70,534 | 81.05 | 6.89 | |||||||||||||||
Cargo and mail revenue |
19,887 | 20.87 | 16,493 | 18.95 | 20.58 | |||||||||||||||
Traffic revenue |
95,279 | 100.00 | 87,027 | 100.00 | 9.48 |
2021 |
2020 |
|||||||||||||||||||
Passenger revenue RMB million |
Percentage % |
Passenger revenue RMB million |
Percentage % |
Change in passenger revenue % |
||||||||||||||||
Domestic |
68,656 | 91.07 | 57,793 | 81.94 | 18.80 | |||||||||||||||
Hong Kong, Macau and Taiwan |
223 | 0.30 | 251 | 0.36 | (11.16 | ) | ||||||||||||||
International |
6,513 | 8.63 | 12,490 | 17.70 | (47.85 | ) | ||||||||||||||
Total |
75,392 | 100.00 | 70,534 | 100.00 | 6.89 |
2021 |
2020 |
|||||||||||||||||||
Operating expenses RMB million |
Percentage % |
Operating expenses RMB |
Percentage % |
Change in Operating expenses % |
||||||||||||||||
Flight operation expenses |
45,569 | 39.17 | 37,545 | 34.41 | 21.37 | |||||||||||||||
Mainly including: |
||||||||||||||||||||
Jet fuel costs |
25,505 | 18,797 | 35.69 | |||||||||||||||||
Aircraft operating lease charges |
920 | 977 | (5.83 | ) | ||||||||||||||||
Flight personnel payroll and welfare |
10,763 | 10,232 | 5.19 | |||||||||||||||||
Maintenance expenses |
12,162 | 10.45 | 13,75 | 12.26 | (9.07 | ) | ||||||||||||||
Aircraft and transportation service expenses |
21,147 | 18.18 | 18,743 | 17.18 | 12.83 | |||||||||||||||
Promotion and selling expenses |
4,705 | 4.04 | 5,007 | 4.59 | (6.03 | ) | ||||||||||||||
General and administrative expenses |
3,663 | 3.15 | 4,088 | 3.75 | (10.4 | ) | ||||||||||||||
Depreciation and amortization |
24,241 | 20.84 | 24,590 | 22.53 | (1.42 | ) | ||||||||||||||
Impairment losses on property, plant and equipment and right-of-use |
2,597 | 2.23 | 3,961 | 3.63 | (34.44 | ) | ||||||||||||||
Hotel and tour operation expenses |
423 | 0.36 | 317 | 0.29 | 33.44 | |||||||||||||||
External air catering service expenses |
368 | 0.32 | 333 | 0.31 | 10.51 | |||||||||||||||
Financial institution charges |
74 | 0.06 | 84 | 0.08 | (11.9 | ) | ||||||||||||||
Cargo handling expenses |
398 | 0.34 | 400 | 0.36 | (0.5 | ) | ||||||||||||||
Others |
993 | 0.86 | 668 | 0.61 | 48.65 | |||||||||||||||
Total operating expenses |
116,340 | 100.00 | 109,111 | 100.00 | 6.63 |
Gross proceeds from the A Shares Issuance (RMB) |
Intended use of the proceeds as previously disclosed |
Utilized proceeds as of December 31, 2021 (RMB) |
Unutilized proceeds as of December 31, 2021 (RMB) |
Expected timeline for the use of unutilized proceeds | ||||||||
16,000,000,000.00 |
Purchasing aircraft and aviation equipment and maintenance projects |
4,904,844,932.90 | 5,674,758,986.82 | On or before December 31, 2022 | ||||||||
Introduction of spare engines | 589,584,801.07 | 10,415,198.93 | On or before December 31, 2022 | |||||||||
Supplementing working capital | 4,800,000,000.00 | — | Not applicable |
Gross proceeds from H Shares Issuance (HKD) |
Intended use of the proceeds as previously disclosed |
Utilized proceeds as of December 31, 2021 (denominated in RMB) |
Unutilized proceeds as of December 31, 2021 (denominated in RMB) |
Expected timeline for the use of unutilized proceeds | ||||||||
3,499,999,999 |
Supplement of general working capital | 3,499,999,999 | — | Not applicable |
Gross proceeds from the A Shares Issuance (RMB) |
Intended use of the proceeds as previously disclosed |
Utilized proceeds as of December 31, 2021 (RMB) |
Unutilized proceeds as of December 31, 2021 (RMB) |
Expected timeline for the use of unutilized proceeds | ||||||||
12,782,393,520.97 |
Procurement of aircraft | 7,195,237,293.60 | 2,080,848,019.82 | On or before June 30, 2022 | ||||||||
Repayment of the Company’s borrowings |
3,500,000,000.00 | — | Not applicable |
2022 |
2023 |
2024 |
2025 |
2026 and onwards |
Total |
|||||||||||||||||||
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
|||||||||||||||||||
Acquisition of aircraft and related equipment |
33,165 | 15,093 | 6,404 | — | — | 54,662 | ||||||||||||||||||
Others |
3,556 | 2,301 | 1,364 | 1,214 | 1,146 | 9,581 | ||||||||||||||||||
Total capital commitments |
36,721 | 17,394 | 7,768 | 1,214 | 1,146 | 64,243 |
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
Name |
Position |
Gender |
Age | |||
Ma Xulun (1) |
Chairman of the Board, Executive Director, President | Male | 57 | |||
Han Wensheng |
Executive Director, Vice Chairman of the Board, President | Male | 55 | |||
*Zheng Fan |
Independent Non-executive Director |
Male | 66 | |||
*Tan Jinsong |
Independent Non-executive Director |
Male | 57 | |||
*Jiao Shuge |
Independent Non-executive Director |
Male | 56 | |||
Liu Changle |
Independent Non-executive Director |
Male | 70 | |||
Gu Huizhong |
Independent Non-executive Director |
Male | 65 | |||
Guo Wei |
Independent Non-executive Director |
Male | 59 | |||
Yan Andrew Y |
Independent Non-executive Director |
Male | 64 | |||
*Li Jiashi |
Chairman of the Supervisory Committee, Supervisor | Male | 60 | |||
Ren Jidong (2) |
Chairman of the Supervisory Committee, Supervisor, Executive Vice President | Male | 57 | |||
Lin Xiaochun |
Supervisor | Male | 50 | |||
*Mao Juan |
Supervisor | Female | 49 | |||
Yang Bin |
Supervisor | Male | 53 | |||
Zhang Zhengrong |
Executive Vice President | Male | 59 | |||
Luo Laijun |
Executive Vice President | Male | 50 | |||
Wu Yingxiang |
Executive Vice President | Female | 48 | |||
Yao Yong |
Executive Vice President, Chief Accountant and Chief Financial Officer | Male | 52 | |||
Cheng Yong |
Executive Vice President | Male | 60 | |||
Wang Zhixue |
Executive Vice President | Male | 61 | |||
*Li Tongbin (3) |
Executive Vice President and Chief Engineer | Male | 60 | |||
Su Liang |
Chief Economist | Male | 60 | |||
Chen Weihua Li Shaobin |
Chief Legal Adviser Chief Training Officer |
Male Male |
55 58 | |||
Xie Bing |
Company Secretary, Secretary to the Board | Male | 48 | |||
Feng Huanan |
COO Flight Safety | Male | 59 | |||
Luo Minghao |
Chief Pilot | Male | 59 | |||
Zhu Hailong |
Chief Operation Officer | Male | 58 | |||
Wu Rongxin |
Chief Engineer | Male | 50 |
(1) | Ma Xulun ceased to be President since 22 June 2021. |
(2) | Ren Jidong ceased to be Executive Vice President since 29 Oct 2021. |
(3) | Li Tongbin ceased to be Executive Vice President and Chief Engineer since 7 Jan 2022. |
Directors’ fees RMB’000 |
Salaries, allowances and benefits in kind RMB’000 |
Retirement scheme contributions RMB’000 |
Total RMB’000 |
|||||||||||||
Executive Directors |
||||||||||||||||
Ma Xulun |
— | — | — | — | ||||||||||||
Han Wensheng |
— | — | — | — | ||||||||||||
Independent Non-executive Directors |
||||||||||||||||
Liu Changle |
133 | — | — | 133 | ||||||||||||
Gu Huizhong |
153 | — | — | 153 | ||||||||||||
Guo Wei |
133 | — | — | 133 | ||||||||||||
Yan Andrew Y |
133 | — | — | 133 | ||||||||||||
Zheng Fan |
20 | — | — | 20 | ||||||||||||
Tan Jinsong |
50 | — | — | 50 | ||||||||||||
Jiao Shuge |
50 | — | — | 50 | ||||||||||||
Supervisors |
||||||||||||||||
Ren Jidong (1) |
— | 667 | 131 | 798 | ||||||||||||
Lin Xiaochun |
— | 655 | 147 | 802 | ||||||||||||
Yang Bin |
— | 294 | 25 | 319 | ||||||||||||
Li Jiashi |
— | — | — | — | ||||||||||||
Mao Juan |
— | 478 | 134 | 612 | ||||||||||||
Total |
672 | 2,094 | 437 | 3,203 |
(1) | Ren Jidong did not receive any remuneration for his service in the capacity of supervisor of the Company but received salary for his service as a member of senior management in 2021. He also held management position in CSAH and his salary for his services was borne by CSAH since November 2021. |
Employees |
% of Total |
|||||||
Pilots |
11,305 | 12 | % | |||||
Flight attendants |
21,216 | 22 | % | |||||
Maintenance personnel |
15,979 | 16 | % | |||||
Passenger transportation personnel |
7,887 | 8 | % | |||||
Cargo transportation personnel |
5,572 | 6 | % | |||||
Ground service personnel |
11,475 | 12 | % | |||||
Flight operation officers |
2,319 | 2 | % | |||||
Flight security guards |
3,685 | 4 | % | |||||
Information system personnel |
1,788 | 2 | % | |||||
Financial personnel |
1,782 | 2 | % | |||||
Others |
15,090 | 15 | % | |||||
Total |
98,098 | 100 | % |
• | We have a formal plan for the termination of employment or made an offer to employees for voluntary redundancy, which will be implemented shortly; and |
• | We are not allowed to withdraw from termination plan or redundancy offer unilaterally. |
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
Title of Shares |
Identity of Person or Group |
Beneficially Owned (1) |
Percentage of the Respective Class of Shares (2) |
Percentage of Total Shares (2) |
||||||||||
A shares |
CSAH(3) | 8,600,897,508 | 67.87 | % | 50.75 | % | ||||||||
H shares |
HKSCC Nominees Limited | 1,750,798,857 | 40.95 | % | 10.33 | % | ||||||||
H shares |
CSAH (4) | 2,279,983,577 | 53.33 | % | 13.45 | % | ||||||||
H shares |
Nan Lung Holding Limited | 2,279,983,577 | 53.33 | % | 13.45 | % | ||||||||
A shares |
China National Aviation Fuel Group Corporation | 353,261,857 | 2.79 | % | 2.08 | % | ||||||||
A shares |
Hong Kong Securities Clearing Company Limited | 612,534,745 | 4.83 | % | 3.61 | % | ||||||||
H shares |
American Airlines Group Inc.(5) | 270,606,272 | 6.33 | % | 1.60 | % |
(1) | Beneficial ownership is determined in accordance with the rules of the SEC. |
(2) | Percentage of A Shares and percentage of H Shares is based on 12,673,302,464 A Shares and 4,275,144,849 H Shares, respectively, issued as of March 31, 2022. Percentage of total shares is based on 16,948,447,313 shares issued as of March 31, 2022. |
(3) | CSAH subscribed for 101,027,580 A Share convertible bonds that were issued by the Company on October 15, 2020. On June 18, 2021, all of the A Share convertible bonds held by CSAH were converted into A Shares. |
(4) | CSAH was deemed to be interested in an aggregate of 2,279,983,577 H Shares through its direct and indirect wholly-owned subsidiaries in Hong Kong, of which 31,150,000 H Shares were directly held by Perfect Lines (Hong Kong) Limited (representing approximately 0.73% of its then total issued H Shares) and 2,248,833,577 H Shares were directly held by Nan Lung (representing approximately 52.60% of its then total issued H Shares). As Perfect Lines (Hong Kong) Limited is a wholly-owned subsidiary of Nan Lung, Nan Lung was also deemed to be interested in the 31,150,000 H Shares held by Perfect Lines (Hong Kong) Limited. |
(5) | American Airlines Group Inc. was deemed to be interested in 270,606,272 H Shares by virtue of its 100% control over American Airlines. |
(1) | We and CSAH entered into an indemnification agreement dated May 22, 1997 in which CSAH agreed to indemnify us against any loss or damage caused by or arising from any challenge of, or interference with, our right to use certain lands and buildings. |
(2) | We and CSAH entered into an asset lease framework agreement on 21 December, 2020 for a term of three years commencing from January 1, 2021 to December 31, 2023 to renew lease transactions originally covered under the asset lease framework agreement dated January 26, 2018. Pursuant to such asset lease framework agreement, CSAH agreed to (i) lease certain properties, parking lots and equipment assets, such as machinery equipment, transportation equipment and electronic equipment located in various cities, such as Nanyang, Wuhan, Changsha, Beijing, Urumqi, Guangzhou and Zhanjiang held by CSAH or its subsidiaries to our Company for the purposes of civil aviation and related businesses of our Company; and (ii) lease certain lands located in Nanyang, Wuhan, Guangzhou and Zhanjiang by leasing the land use rights of such lands to our Company for the purposes of civil aviation and related businesses of our Company. |
(3) | On December 30, 2019, we entered into a property and land lease framework agreement with CSAH to renew the property and land lease framework agreement dated December 16, 2016 for a term of three years commencing from January 1, 2020 to December 31, 2022. Pursuant to such property and land lease framework agreement, CSAH agreed to (i) lease to us certain properties, facilities and other infrastructure located in various cities such as Beijing, Shenyang, Chaoyang, Dalian, Changchun, Harbin, Jilin, Urumqi and overseas locations held by CSAH or its subsidiaries, (ii) lease certain lands located in Shenyang, Chaoyang, Dalian, Changchun, Harbin and Urumqi by leasing the land use rights of such land to us. The annual rental will be payable on a quarterly basis. The amount of aggregate annual rental payable by us to CSAH under the new property and land lease framework agreement for each of the three years ending December 31, 2022 is RMB96.78 million. For the year ended December 31, 2021, the rents for property lease and land lease incurred by us under the property and land lease framework agreement amounted to RMB83 million. |
(1) | On December 27, 2018, we entered into a media services framework agreement with SACM to renew the media services framework agreement dated December 30, 2015 for an additional term of three years, commencing from January 1, 2019 to December 31, 2021. Pursuant to this agreement, we have appointed SACM to provide exclusive advertising agency services, plotting, purchase and production of in-flight TV and movie program agency services, channel publicity and production services, public relations services relating to recruitments of airhostess, services relating to the distribution of newspapers and magazines and printing, production and procurement services in relation to media. The annual caps for the media services framework agreement are RMB150 million, RMB170 million and RMB190 million for each of the three years ending December 31, 2021, respectively. On November 29, 2019, we entered into a supplemental agreement with SACM to change the annual cap for the year ended December 31, 2019 from RMB150 million to RMB200.9 million. Annual caps for the two years ended December 31, 2021 remain unchanged. |
(2) | We entered into a new media services framework agreement on 28 December 2021 with SACM, to renew the media services provided by SACM to us under the media service framework agreement for a further term of three years from 1 January 2022 to 31 December 2024. Pursuant to this agreement, SACM Group agrees to continue to provide us with (i) agency services for collecting, editing and distribution for our Group’s internal publicity media and platforms; (ii) exclusive advertising agency services for our Company and advertising agency services for our Company’s wholly-owned or controlled subsidiaries; (iii) agency services for the planning, procurement and production of entertainment content in the application software of the Group’s in-flight entertainment system; (iv) supply services for CSA Mall; (v) recruitment public relations services; (vi) newspaper placement services; and (vii) other media services. The service fees for media services provided by the SACM and its subsidiaries to members of our Group are determined by reference to market prices after arms-length negotiations between the parties. The market prices are determined in the following order: (a) the prices then charged by independent third parties providing similar services under normal trading conditions in or in the vicinity of the place where such services are provided; or (b) the prices then charged by independent third parties providing similar services under normal trading conditions within the PRC. Our Company will assign staff to check prices and terms offered by independent third parties for similar products or services (usually through online price comparison tools). |
(1) | We entered into a finance lease agreement with Guangzhou Nansha CSA Tianru Leasing Co., Ltd. (the “CSA Leasing Company”), which is wholly owned by CSA International, in relation to one Airbus A321 aircraft (“A321 Finance Lease Agreement”) and a finance lease agreement in relation to one Airbus A330-300 aircraft (“A330 Finance Lease Agreement”) on April 27, 2017, pursuant to which CSA Leasing Company agreed to provide finance leasing to us in relation to one Airbus A321 aircraft and one Airbus A330-300 aircraft, respectively. |
(2) | We entered into a 2020-2022 finance and lease service framework agreement (the “Finance and Lease Service Framework Agreement”) with CSA International on October 10, 2019 for a term of three years commencing from January 1, 2020 to December 31, 2022, pursuant to which CSA International agreed to provide to us finance leasing service in relation to the leased aircraft, leased aircraft related assets and leased aviation related equipment and operating lease service in relation to certain aircraft, helicopters and engines. |
(1) | On October 30, 2019, we entered into a subscription agreement with CSAH pursuant to which CSAH agreed to subscribe in cash for not more than 2,453,434,457 new A Shares (including 2,453,434,457 A shares). On the same day, we entered into a subscription agreement with Nan Lung, pursuant to which Nan Lung agreed to subscribe in cash for not more than 613,358,614 new H Shares (including 613,358,614 H shares). These subscription agreements were approved in our extraordinary general meeting and the respective class meetings of shareholders of A and H Shares on December 27, 2019. The issuance of such A Shares and H Shares is subject to the approval of the CSRC. On April 8, 2020, the CSRC approved the issuance of H Shares to Nan Lung. On April 15, 2020, we issued 608,695,652 H Shares at a price of HK$5.75 per H Share. Immediately after completion of such issuance of H Shares, the total amount of our outstanding shares is 12,875,867,938 Shares, comprised of 4,275,144,849 issued H Shares and 8,600,723,089 issued A Shares. We received the “Acceptance Notice of the Application for Administration Permission” issued by the CSRC for the A Share Issuance on January 6, 2020. On April 24, 2020, the Issuance Examination Committee of the CSRC reviewed the application for the A Share Issuance and informed us that our application for the A Share issuance was approved. On May 27, 2020, we received the written approval for the A Share issuance from the CSRC. On June 17, 2020, we completed the issuance of 2,453,434,457 A Shares to CSAH at a price of RMB5.21 per A Share. These new A Shares are subject to a 36 month lock up period from the date of the completion of such issuance. Immediately after completion of such issuance of A Shares, the total amount of our outstanding shares is 15,329,302,395 Shares, comprised of 11,054,157,546 issued A Shares and 4,275,144,849 issued H Shares. |
(2) | On October 29, 2021, we entered into a subscription agreement with CSAH pursuant to which CSAH agreed to subscribe for in cash 803,571,428 new A Shares. On the same day, we entered into a subscription agreement with Nan Lung, pursuant to which Nan Lung agreed to subscribe in cash for not more than 855,028,969 new H Shares (including 855,028,969 H shares). These subscription agreements were approved at our extraordinary general meeting on December 28, 2021. The issuance of such A Shares and H Shares is subject to the approval of the CSRC. On March 18, 2022, we announced that the CSRC approved the issuance of H Shares to Nan Lung. |
ITEM 8. |
FINANCIAL INFORMATION |
• | our financial results; |
• | capital requirements; |
• | contractual restrictions on the payment of dividends by us to our shareholders or by our subsidiaries to us; |
• | our shareholders’ interests; |
• | the effect on our creditworthiness; |
• | general business and economic conditions; and |
• | other factors our Board may deem relevant. |
ITEM 9. |
THE OFFER AND LISTING |
ITEM 10. |
ADDITIONAL INFORMATION |
(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; |
(iii). | all parts of the register of shareholders; |
(a). | 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; |
(b). | state of the Company’s share capital; |
(c). | 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; |
(d). | minutes of shareholders’ general meetings and accountants’ report; and |
(e). | 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) | the right to request the company to repurchase their shares as a result of disagreement on the resolutions passed by the shareholders’ general meeting on the merger or division of the Company; and |
(9) | other rights conferred by laws, administrative regulations and these Articles of Association. According to Article 270, dividends shall be distributed in accordance with the proportion of shares held by shareholders. |
• | convening shareholders’ meetings and reporting its work to shareholders at these meetings; |
• | implementing shareholders’ resolutions; |
• | determining the company’s business plans and investment proposals; |
• | formulating the company’s annual financial budgets and final accounts; |
• | formulating the company’s profit distribution plans and loss recovery plans; |
• | formulating proposals for the increase or decrease in the company’s registered capital and the issue of debentures; |
• | formulating major acquisition and disposal plans and plans for the merger, division or dissolution of the company; |
• | to the extent authorized by the shareholders’ meeting, deciding on such matters as external investments, purchase or sale of assets, assets pledge and connected transactions of the company; |
• | deciding on the company’s internal management structure and formulating its basic management system; and |
• | appointing or removing the company’s principal executive officers; appointing and removing other senior officers based on the recommendation of the principal executive officer and deciding on the remuneration of the senior officers. |
• | examining the company’s financial affairs; |
• | monitoring compliance with laws, regulations, the articles of association of the company and the shareholders resolutions by the directors and officers of the company; and suggesting removing the directors and officers who violate these laws and regulations; |
• | requiring corrective action from directors and officers whose actions are contrary to the interests of the company; |
• | examining the financial information, including financial statements, operation reports and plans for profit distribution, to be submitted by the board of directors to the shareholders’ meetings; and authorizing, in the company’s name, public certified accountants or licensed auditors to assist in the re-examination of such information, should any doubt arise in respect thereof; |
• | proposing the holding of extraordinary shareholders’ meetings; |
• | proposing new items to be inserted in the agenda of the shareholders’ meeting; |
• | bringing lawsuits against directors or members of senior management, if they violate laws, regulations or articles of association of the company; and |
• | exercising and performing other powers and functions provided for in the company’s articles of association. |
• | dealers in securities or currencies; |
• | traders in securities that elect to use a mark-to-market |
• | banks or other financial institutions; |
• | insurance companies; |
• | tax-exempt organizations, retirement plans, individual retirement accounts or tax deferred accounts; |
• | partnerships or other pass-through entities (including 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; |
• | persons whose functional currency for tax purposes is not the U.S. dollar; |
• | persons who are U.S. expatriates; |
• | persons liable for alternative minimum tax; or |
• | persons who directly, indirectly or constructively own 10% or more by vote or value of our Company’s shares including ADSs. |
• | 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. |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As of December 31, 2021 Expected Maturity Date (RMB Equivalent in million) |
As of December 31, 2020 (RMB Equivalent in million) |
|||||||||||||||||||||||||||||||||||||||
2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total recorded amount |
Fair Value(2) |
Total Recorded amount |
Fair Value(2) |
|||||||||||||||||||||||||||||||
Bank and other loans |
||||||||||||||||||||||||||||||||||||||||
Fixed rate bank and other loans in US$ |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Average interest rate |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
Variable rate bank and other loans in US$ |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Average interest rate (1) |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
Fixed rate bank and other loans in RMB |
57,858 | 18,558 | 10,507 | 1,024 | 5,013 | 232 | 93,192 | 93,192 | 75,862 | 75,862 | ||||||||||||||||||||||||||||||
Average interest rate |
2.45 | % | 1.98 | % | 3.20 | % | 3.30 | % | 6.48 | % | 3.88 | % | 2.67 | % | 3.18 | % | ||||||||||||||||||||||||
Variable rate bank and other loans in RMB |
55 | 53 | 53 | 53 | 97 | 2,764 | 3,075 | 3,075 | 2,371 | 2,371 | ||||||||||||||||||||||||||||||
Average interest rate (1) |
3.45 | % | 3.47 | % | 3.47 | % | 3.47 | % | 3.73 | % | 3.56 | % | 3.56 | % | 3.51 | % |
(1) | Variable 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, 2021 and 2020. |
As of December 31, 2021 Expected Maturity Date or Transaction Date (RMB Equivalent in million) |
As of December 31, 2020 (RMB Equivalent in million) |
|||||||||||||||||||||||||||||||||||||||
2022 |
2023 |
2024 |
2025 |
2026 |
Thereafter |
Total Recorded Amount |
Fair Value |
Total Recorded Amount |
Fair Value |
|||||||||||||||||||||||||||||||
Variable rate bank and other loans in US$ |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Capital commitment in US$ |
33,165 | 15,093 | 6,404 | — | — | — | 54,662 | 54,662 | 56,547 | 56,547 |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Persons depositing or withdrawing shares must pay: |
For: | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | • Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property • Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
$.02 (or less) per ADS | • Any cash distribution to ADS registered holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | • Distribution of securities to holders of deposited securities which are distributed by the depositary to ADS registered holders | |
$.02 (or less) per ADSs per calendar year | • Depositary services |
Registration or transfer fees | • Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | • Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) • Converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | • As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | • As necessary |
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. |
CONTROLS AND PROCEDURES |
ITEM 16A. |
AUDIT AND RISK MANAGEMENT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. |
CODE OF ETHICS |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Audit Fees |
Audit-Related Fees |
Tax Fees |
Other Fees |
|||||||||||
RMB (in million) |
RMB (in million) |
RMB (in million) |
RMB (in million) |
|||||||||||
2020 |
17.3 | 0.8 | 1.4 | — | ||||||||||
2021 |
13.7 | — | 1.1 | — |
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT AND RISK MANAGEMENT COMMITTEE |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE |
NYSE corporate governance rules |
Hong Kong corporate governance rules |
Our 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$120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). |
Under the Hong Kong Listing Rules, independence is more likely to be questioned under certain circumstances, such as if the director has specified interests in the issued shares or business of the listed company, or relationship with a director, chief executive or a substantial shareholder of the listed company, or is financially dependent on the listed company. The Hong Kong Listing Rules require that each independent non-executive director must provide an annual confirmation of his independence to the listed company. |
It is required in China that any listed company must establish an independent director system and set forth specific requirements for the qualification of independent directors. For example, 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. Our Company has complied with the relevant Chinese corporate governance rules and the relevant requirements of the Hong Kong Listing Rules, and has implemented internal rules governing the independence and responsibilities of independent directors. Our Company assesses the independence of independent directors every year. | ||
Executive Sessions The non-management directors of each listed company must meet at regularly scheduled executive sessions without management. |
The Corporate Governance Code as set out in Appendix 14 to the Hong Kong Listing Rules requires that the chairman should at least annually hold meetings with the non-executive directors (including independent non-executive directors) without the executive directors present. |
A meeting was held on August 27, 2021 by the chairman of our Board with independent non-executive directors and without presence of the other directors. |
NYSE corporate governance rules |
Hong Kong corporate governance rules |
Our Company’s governance practices | ||
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: identify individuals qualified to become board members, consistent with criteria approved by the board, and to select, or to recommend that the board select, the director nominees for the next annual meeting of shareholders; develop and recommend to the board a set of corporate governance guidelines applicable to the corporation; and oversee the evaluation of the board and management, and evaluate the performance of the committee every year. |
The Hong Kong Listing Rules requires that, a listed company should establish a nomination committee which is chaired by the chairman of the board or an independent non-executive director and comprises a majority of independent non-executive directors. The primary duties of the nomination committee include: (a) review the structure, size and composition (including the skills, knowledge and experience) of the board at least annually and make recommendations on any proposed changes to the board to complement the issuer’s corporate strategy; (b) identify individuals suitably qualified to become board members and select or make recommendations to the board on the selection of individuals nominated for directorships; (c) assess the independence of independent non-executive directors; and (d) make recommendations to the board on the appointment or reappointment of directors and succession planning for directors, in particular the chairman and the chief executive. |
Our Company has established a Nomination Committee. As of December 31, 2021 the Nomination Committee consisted of three members, including Mr. Gu Huizhong (independent non-executive director) as chairman, together with Mr. Ma Xulun (Chairman) and Mr. Liu Changle (independent non-executive director) as members. 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 management and give advice to the Board by consideration of the board diversity policy; identify qualified candidates for directors and management; investigate and propose candidates for directors and management and other senior management members to the Board. | ||
Compensation Committee Listed companies must have a compensation committee composed entirely of independent directors. |
The Hong Kong Listing Rules requires that a listed company must establish a remuneration committee chaired by an independent non-executive director and comprising a majority of independent non-executive directors. |
Our Company has established a Remuneration and Assessment Committee. As of December 31, 2021, the Remuneration and Assessment Committee consisted of three members and was chaired by Mr. Guo Wei (independent non-executive director), together with Mr. Han Wensheng (Vice Chairman) and Mr. Gu Huizhong (independent non-executive director) as members. |
NYSE corporate governance rules |
Hong Kong corporate governance rules |
Our Company’s governance practices | ||
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 responsibilities of our Remuneration and Assessment Committee 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 and Assessment Committee are to approve the remuneration packages of directors and senior management of our Group, and our Company’s “preliminary proposals on annual emoluments of the directors and senior management of our Group”. The Remuneration and Assessment Committee is also responsible for assessing performance of executive director and approving the terms of executive directors’ service contracts. | |||
Audit and risk management committee Listed companies must have an audit and risk management committee that satisfies the requirements of Rule 10A-3 of Exchange Act. It must have a minimum of three members, and all audit and risk management 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.The charter must also include the requirement for an annual performance evaluation of the compensation committee. |
In accordance with the Hong Kong Listing Rules, every listed company must establish an audit committee comprising non-executive directors only. The audit committee must comprise a minimum of three members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise. The majority of the audit committee members must be independent non-executive directors. The audit committee must be chaired by an independent non-executive director. |
Our Company has established an Audit and Risk Management Committee that satisfies relevant domestic requirements and the Audit and Risk Management Committee has a written charter. As of December 31, 2021, the Audit and Risk Management Committee consisted of three members and was chaired by Mr. Gu Huizhong, with Mr. Guo Wei and Mr. Yan Andrew Y (independent non-executive director) as the members. | ||
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 responsibilities of the Audit and Risk Management Committee are similar to those stipulated by the NYSE rules, but according to the domestic practices, our Company is not required to make an annual performance evaluation of the Audit and Risk Management Committee and the Audit and Risk Management Committee is not required to prepare an audit report to be included in our Company’s annual proxy statement. |
NYSE corporate governance rules |
Hong Kong corporate governance rules |
Our Company’s governance practices | ||
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. | ||||
Shareholder Approval of Equity Compensation Plans 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. |
There are no similar requirements under the Hong Kong Listing Rules. |
The relevant regulations of China require our Board 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 our Board and disclosed to the public upon the approval of our Board. The approval of director compensation and compensation plan of executive officers of our Company satisfies relevant domestic requirements. | ||
Corporate Governance Guidelines Listed companies must adopt and disclose corporate governance guidelines, involving director qualification standards, director responsibilities, director access to management and, as necessary and appropriate, independent advisors, director compensation, director orientation continuing education, management succession and annual performance evaluation of the board of directors, etc. |
Under the Hong Kong Listing Rules, we are expected to comply with, but may choose to deviate from, the provisions of the Corporate Governance Code as set out in Appendix 14 to the Hong Kong Listing Rules, which sets out the principles of good corporate governance for listed companies. However, we are required to disclose the reasons for deviation, if any, in our interim and annual reports. |
Our Company has complied with the Corporate Governance Code as set out in Appendix 14 to the Hong Kong Listing Rules. We also complied with the Corporate Governance Rules issued by CSRC. | ||
Certification Requirements 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 in writing of any material non-compliance with any applicable provisions of Section 303A. |
There are no similar requirements under the Hong Kong Listing Rules. |
There are no similar requirements under the domestic corporate governance rules in China. | ||
Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE. |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. |
FINANCIAL STATEMENTS |
ITEM 18. |
FINANCIAL STATEMENTS |
ITEM 19. |
EXHIBITS |
* | Portions of this document have been omitted pursuant to a confidential treatment request, and the full, unredacted document has been separately submitted to the Securities and Exchange Commission with a confidential treatment request |
(1) | Incorporated by reference to the Exhibit 2.1 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on April 26, 2013. |
(2) | Incorporated by reference to our Registration Statement on Form F-6 (File No. 333-07116), filed with the Securities and Exchange Commission on August 7, 2012. |
(3) | 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) | 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. |
(5) | Incorporated by reference to the Exhibit 4.4 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on April 26, 2013. |
(6) | Incorporated by reference to the Exhibit 4.6 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 28, 2016. |
(7) | Incorporated by reference to the Exhibit 4.7 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 28, 2016. |
(8) | Incorporated by reference to the Exhibit 4.8 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 28, 2016. |
(9) | Incorporated by reference to the Exhibit 4.9 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 28, 2016. |
(10) | Incorporated by reference to the Exhibit 4.11 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 25, 2014. |
(11) | Incorporated by reference to the Exhibit 4.10 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2008 filed with the Securities and Exchange Commission on June 25, 2009. |
(12) | Incorporated by reference to the Exhibit 4.11 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on April 26, 2013. |
(13) | Incorporated by reference to the Exhibit 4.23 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2014 filed with the Securities and Exchange Commission on April 30, 2015. |
(14) | Incorporated by reference to the Exhibit 4.35 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017. |
(15) | Incorporated by reference to the Exhibit 4.36 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017. |
(16) | Incorporated by reference to the Exhibit 4.37 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017. |
(17) | Incorporated by reference to the Exhibit 4.38 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017. |
(18) | Incorporated by reference to the Exhibit 4.39 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017. |
(19) | Incorporated by reference to the Exhibit 4.40 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017. |
(20) | Incorporated by reference to the Exhibit 4.41 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017. |
(21) | Incorporated by reference to the Exhibit 4.42 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017. |
(22) | Incorporated by reference to the Exhibit 4.43 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018. |
(23) | Incorporated by reference to the Exhibit 4.44 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018. |
(24) | Incorporated by reference to the Exhibit 4.45 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018. |
(25) | Incorporated by reference to the Exhibit 4.46 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018. |
(26) | Incorporated by reference to the Exhibit 4.47 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018. |
(27) | Incorporated by reference to the Exhibit 4.49 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018. |
(28) | Incorporated by reference to the Exhibit 4.29 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018. |
(29) | Incorporated by reference to the Exhibit 4.31 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019. |
(30) | Incorporated by reference to the Exhibit 4.32 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019. |
(31) | Incorporated by reference to the Exhibit 4.33 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019. |
(32) | Incorporated by reference to the Exhibit 4.34 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019. |
(33) | Incorporated by reference to the Exhibit 4.35 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019. |
(34) | Incorporated by reference to the Exhibit 4.34 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(35) | Incorporated by reference to the Exhibit 4.35 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(36) | Incorporated by reference to the Exhibit 4.36 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(37) | Incorporated by reference to the Exhibit 4.37 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(38) | Incorporated by reference to the Exhibit 4.38 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(39) | Incorporated by reference to the Exhibit 4.39 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(40) | Incorporated by reference to the Exhibit 4.40 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(41) | Incorporated by reference to the Exhibit 4.41 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(42) | Incorporated by reference to the Exhibit 4.42 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(43) | Incorporated by reference to the Exhibit 4.43 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
(44) | Incorporated by reference to the Exhibit 4.42 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 28, 2021. |
(45) | Incorporated by reference to the Exhibit 4.43 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 28, 2021. |
(46) | Incorporated by reference to the Exhibit 4.44 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 28, 2021. |
(47) | Incorporated by reference to the Exhibit 11.1 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020. |
CHINA SOUTHERN AIRLINES COMPANY LIMITED | ||
/s/ Ma Xulun | ||
Name: Ma Xulun | ||
Title: Chairman of the Board and Executive Director |
Page |
||||
F-2 |
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F-5 |
||||
F-6 |
||||
F-7 |
||||
F-9 |
||||
F-10 |
||||
F-11 |
2021 |
2020 |
2019 |
||||||||||||
Note |
RMB million |
RMB million |
RMB million |
|||||||||||
Operating revenue |
5 | |||||||||||||
Traffic revenue |
||||||||||||||
Other operating revenue |
||||||||||||||
|
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|||||||||
Total operating revenue |
||||||||||||||
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|||||||||
Operating expenses |
||||||||||||||
Flight operation expenses |
7 | |||||||||||||
Maintenance expenses |
8 | |||||||||||||
Aircraft and transportation service expenses |
9 | |||||||||||||
Promotion and selling expenses |
10 | |||||||||||||
General and administrative expenses |
11 | |||||||||||||
Depreciation and amortization |
12 | |||||||||||||
Impairment losses on property, plant and equipment, right-of-use |
19/21/30 | |||||||||||||
Others |
||||||||||||||
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|
|
|
|
|||||||||
Total operating expenses |
||||||||||||||
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|
|
|
|||||||||
Other net income |
14 | |||||||||||||
|
|
|
|
|
|
|||||||||
Operating (loss)/profit |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||
Interest income |
||||||||||||||
Interest expense |
15 | ( |
) | ( |
) | ( |
) | |||||||
Exchange gain/(loss), net |
37 | ( |
) | |||||||||||
Share of associates’ results |
24 | ( |
) | ( |
) | |||||||||
Share of joint ventures’ results |
25 | |||||||||||||
Loss on disposal of a subsidiary |
23(v) | ( |
) | — |
||||||||||
Changes in fair value of financial assets / liabilities |
28 | ( |
) | |||||||||||
Remeasurement of the originally held equity interests in a joint venture |
— |
— |
||||||||||||
|
|
|
|
|
|
|||||||||
(Loss)/profit before income tax |
( |
) | ( |
) | ||||||||||
Income tax |
16 | ( |
) | |||||||||||
|
|
|
|
|
|
|||||||||
(Loss)/profit for the year |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||
(Loss)/profit attributable to: |
||||||||||||||
Equity shareholders of the Company |
18 | ( |
) | ( |
) | |||||||||
Non-controlling interests |
( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||
(Loss)/profit for the year |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||
(Loss)/earnings per share |
||||||||||||||
Basic and diluted |
18 | RMB | ( |
) | RMB | ( |
) | RMB | ||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||||
Note |
RMB million |
RMB million |
RMB million |
|||||||||||
(Loss)/profit for the year |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||
Other comprehensive income: |
17 | |||||||||||||
Items that will not be reclassified to profit or loss |
||||||||||||||
- Equity investments at fair value through other comprehensive income – net movement in fair value reserve (non-recycling) |
( |
) | ( |
) | ( |
) | ||||||||
- Share of other comprehensive income of an associate |
( |
) | ( |
) | ||||||||||
- Income tax effect of the above items |
||||||||||||||
Items that may be reclassified subsequently to profit or loss |
||||||||||||||
- Cash flow hedge: fair value movement of derivative financial instrument |
( |
) | ( |
) | ||||||||||
- Differences resulting from the translation of foreign currency financial statements |
— | ( |
) | |||||||||||
- Share of other comprehensive income of an associate |
( |
) | — | |||||||||||
- Income tax effect of the above items |
( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||
Other comprehensive income for the year |
( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||||
Total comprehensive income for the year |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||
Total comprehensive income attributable to: |
||||||||||||||
Equity shareholders of the Company |
( |
) | ( |
) | ||||||||||
Non-controlling interests |
( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||
Total comprehensive income for the year |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
December 31 |
December 31 |
|||||||||
2021 |
2020 |
|||||||||
Note |
RMB million |
RMB million |
||||||||
Non-current assets |
||||||||||
Property, plant and equipment, net |
19 | |||||||||
Construction in progress |
20 | |||||||||
Right-of-use |
21 | |||||||||
Goodwill |
22 | |||||||||
Interest in associates |
24 | |||||||||
Interest in joint ventures |
25 | |||||||||
Aircraft lease deposits |
||||||||||
Other equity instrument investments |
26 | |||||||||
Other non-current financial assets |
26 | |||||||||
Amounts due from related companies |
42 | — | ||||||||
Deferred tax assets |
29(b) | |||||||||
Other assets |
30 | |||||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
Current assets |
||||||||||
Inventories |
31 | |||||||||
Trade receivables |
32 | |||||||||
Other receivables |
33 | |||||||||
Cash and cash equivalents |
34 | |||||||||
Assets held for sale |
35 | — | ||||||||
Restricted bank deposits |
||||||||||
Prepaid expenses and other current assets |
||||||||||
Amounts due from related companies |
42 | |||||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
Current liabilities |
||||||||||
Derivative financial liabilities |
27 | |||||||||
Borrowings |
36 | |||||||||
Lease liabilities |
37 | |||||||||
Trade payables |
38 | |||||||||
Contract liabilities |
39 | |||||||||
Sales in advance of carriage |
40 | |||||||||
Current income tax |
||||||||||
Amounts due to related companies |
42 | |||||||||
Accrued expenses |
43 | |||||||||
Other liabilities |
44 | |||||||||
|
|
|
|
|||||||
|
|
|
|
December 31 |
December 31 |
|||||||||
2021 |
2020 |
|||||||||
Note |
RMB million |
RMB million |
||||||||
Non-current liabilities |
||||||||||
Borrowings |
36 | |||||||||
Lease liabilities |
37 | |||||||||
Derivative financial liabilities |
27 | |||||||||
Other non-current liabilities |
41 | |||||||||
Provision for major overhauls |
45 | |||||||||
Deferred benefits and gains |
46 | |||||||||
Deferred tax liabilities |
29(b) | |||||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
Net assets |
||||||||||
|
|
|
|
|||||||
Capital and reserves |
||||||||||
Share capital |
47 | |||||||||
Reserves |
||||||||||
|
|
|
|
|||||||
Total equity attributable to equity shareholders of the Company |
||||||||||
Non-controlling interests |
||||||||||
|
|
|
|
|||||||
Total equity |
|
|
|
|||||||
|
|
|
|
|
| |||
Ma Xu Lun |
Han Wen Sheng | |||
Director |
Director |
Attributable to equity shareholders of the Company |
||||||||||||||||||||||||||||||||||||
Share capital (Note 47) RMB million |
Share premium (Note 48(b)) RMB million |
Fair value reserve (recycling) (Note 48(c)) RMB million |
Fair value reserve (non-recycling) (Note 48(d)) RMB million |
Other reserves (Note 48(e)) RMB million |
Retained Earnings/ (accumulated losses) RMB million |
Total RMB million |
Non- controlling interests RMB million |
Total equity RMB million |
||||||||||||||||||||||||||||
Balance at January 1, 2019 |
||||||||||||||||||||||||||||||||||||
Changes in equity for 2019: |
||||||||||||||||||||||||||||||||||||
Profit for the year |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Other comprehensive income |
— | — | ( |
) | ( |
) | ( |
) | — | ( |
) | ( |
) | |||||||||||||||||||||||
Total comprehensive income |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Appropriations to reserves |
— | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||
Dividends relating to 2018 |
— | — | — | — | — | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||||||||||
Distributions to non-controlling interests |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Acquisition of non-controlling interests in a subsidiary |
— | — | — | — | ( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
Changes in other reserves |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2019 and January 1, 2020 |
||||||||||||||||||||||||||||||||||||
Changes in equity for 2020 |
||||||||||||||||||||||||||||||||||||
Loss for the year |
— | — | — | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
Other comprehensive income |
— | — | ( |
) | ( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
Total comprehensive income |
— | — | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Issuance of shares |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Acquisition of non-controlling interests in a subsidiary (Note 23(vi)) |
— | — | — | — | ( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
Capital injection from non-controlling interests |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Distributions to non-controlling interests |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Decrease in non-controlling interests as a result of loss of control of a subsidiary |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Change in other reserves |
— | — | — | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2020 and January 1, 2021 |
( |
) |
||||||||||||||||||||||||||||||||||
Changes in equity for 2021 |
||||||||||||||||||||||||||||||||||||
Loss for the year |
— | — | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
Other comprehensive income |
— | — | ( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Total comprehensive income |
— | — | ( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Distributions to non-controlling interests |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Conversion of convertible bonds to ordinary shares ( Note 47(ii)) |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Capital injection from non-controlling interests |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
Decrease in non-controlling interests as a result of liquidation of a subsidiary |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2021 |
( |
) |
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||||
Note |
RMB million |
RMB million |
RMB million |
|||||||||||
Operating activities |
||||||||||||||
Cash generated from operating activities |
34(b) | |||||||||||||
Interest received |
||||||||||||||
Interest paid |
( |
) | ( |
) | ( |
) | ||||||||
Income tax paid |
( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||||
Net cash generated from operating activities |
||||||||||||||
|
|
|
|
|
|
|||||||||
Investing activities |
||||||||||||||
Acquisition of subsidiaries, net of cash acquired |
— | — | ||||||||||||
Proceeds from disposal of property, plant and equipment and right-of-use |
||||||||||||||
Proceeds from disposal of other financial assets |
— | — | ||||||||||||
Proceeds from disposal of derivative financial instruments |
— | — | ||||||||||||
Acquisition of other financial assets |
— | — | ( |
) | ||||||||||
Dividends received from associates |
||||||||||||||
Dividends received from joint ventures |
||||||||||||||
Dividends received from other investments in equity and other non-current financial assets |
||||||||||||||
Acquisition of term deposits |
( |
) | ( |
) | ( |
) | ||||||||
Proceeds from maturity of term deposits |
||||||||||||||
Acquisition of property, plant and equipment and other assets |
( |
) | ( |
) | ( |
) | ||||||||
Capital injection into an associate |
— | — | ( |
) | ||||||||||
Acquisition of an associate |
( |
) | — | ( |
) | |||||||||
Net refunds of aircraft lease deposits |
— | — | ||||||||||||
|
|
|
|
|
|
|||||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||||
Financing activities |
||||||||||||||
Dividends paid to equity shareholders of the Company |
— | — | ( |
) | ||||||||||
Proceeds from issuance of shares |
— | — | ||||||||||||
Proceeds from bank borrowings |
34(c) | |||||||||||||
Proceeds from corporate bonds |
34(c) | |||||||||||||
Proceeds from ultra-short-term financing bills |
34(c) | |||||||||||||
Repayment of bank borrowings |
34(c) | ( |
) | ( |
) | ( |
) | |||||||
Repayment of ultra-short-term financing bills |
34(c) | ( |
) | ( |
) | ( |
) | |||||||
Repayment of corporate bonds |
34(c) | ( |
) | ( |
) | ( |
) | |||||||
Capital element of lease rentals paid |
34(c) | ( |
) | ( |
) | ( |
) | |||||||
Capital injections from non-controlling interests |
— | |||||||||||||
Payment for purchase of non-controlling interest |
— | ( |
) | — | ||||||||||
Refund of aircraft lease deposits |
— | |||||||||||||
Payments for aircraft lease deposits |
( |
) | — | — | ||||||||||
Dividends paid to non-controlling interests |
( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||||
Net cash generated from / (used in) financing activities |
( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||
Net (decrease) / increase in cash and cash equivalents |
( |
) | ( |
) | ||||||||||
Cash and cash equivalents at January 1 |
||||||||||||||
Exchange (loss)/gain on cash and cash equivalents |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at December 31 |
34(a) | |||||||||||||
|
|
|
|
|
|
1 |
Corporate information |
2 |
Significant accounting policies |
• | other equity instrument investments (see Note 2(f)); |
• | other non-current financial assets(FVPL) (see Note 2(f)); and |
• | derivative financial assets / liabilities (see Note 2(g)). |
2 |
Significant accounting policies (continued) |
(a) |
Basis of preparation (continued) |
(b) Changes |
in accounting policies |
(A) |
Amendments to IFRSs that are first effective for the year ended December 31, 2021 |
• | Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, Interest rate benchmark reform — phase 2 |
• | Amendment to IFRS 16, Covid-19-related |
2 |
Significant accounting policies (continued) |
(b) |
Changes in accounting policies (continued) |
(B) |
Amendments to IFRSs that are first effective for the year ended December 31, 2020 |
• | Amendments to IFRS 3, Definition of a Business |
• | Amendment to IFRS 16, COVID-19-Related |
2 |
Significant accounting policies (continued) |
(c) |
Subsidiaries and non-controlling interests |
2 |
Significant accounting policies (continued) |
(d) |
Associates and joint arrangements |
2 |
Significant accounting policies (continued) |
(e) |
Goodwill |
(i) | the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the Group’s previously held equity interest in the acquiree; over |
(ii) | the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date. |
(f) |
Other investments in debt and equity securities |
(i) | Investments other than equity investments |
• | amortized cost, if the investment is held for the collection of contractual cash flows which represent solely payments of principal and interest. Interest income from the investment is calculated using the effective interest method (Note 2(z)(v)). |
• | fair value through other comprehensive income (FVOCI) - recycling, if the contractual cash flows of the investment comprise solely payments of principal and interest and the investment is held within a business model whose objective is achieved by both the collection of contractual cash flows and sale. Changes in fair value are recognized in other comprehensive income, except for the recognition in profit or loss of expected credit losses, interest income (calculated using the effective interest method) and foreign exchange gains and losses. When the investment is derecognized, the amount accumulated in other comprehensive income is recycled from equity to profit or loss. |
• | fair value at profit or loss (FVPL) if the investment does not meet the criteria for being measured at amortized cost or FVOCI (recycling). Changes in the fair value of the investment (including interest) are recognized in profit or loss. |
2 |
Significant accounting policies (continued) |
(f) |
Other investments in debt and equity securities (continued) |
(ii) | Equity investments |
(g) |
Derivative financial instruments |
(i) | The effective portion of any gains or losses on remeasurement of the derivative financial instruments to fair value are recognized in other comprehensive income and accumulated separately in equity in the fair value reserve. The cumulative gain or loss on the derivative financial instruments recognized in other comprehensive income is reclassified from equity to profit or loss in the same period during which the hedged forecast cash flows affects profit or loss; and |
(ii) | The ineffective portion of any gains or losses on remeasurement of the derivative financial instruments to fair value is recognized in the profit or loss immediately. |
2 |
Significant accounting policies (continued) |
(h) |
Investment properties |
(i) |
Other property, plant and equipment |
Buildings |
||||
Owned aircraft |
||||
Other flight equipment |
||||
– Jet engines |
||||
– Others, including rotables |
||||
Machinery , equipment and vehicles |
2 |
Significant accounting policies (continued) |
(j) |
Construction in progress |
(k) |
Leased assets |
(1) | As a lessee |
2 |
Significant accounting policies (continued) |
(k) |
Leased assets (continued) |
(1) | As a lessee (continued) |
2 |
Significant accounting policies (continued) |
(k) |
Leased assets (continued) |
(1) | As a lessee (continued) |
(2) | As a lessor |
2 |
Significant accounting policies (continued) |
(l) |
Credit losses and impairment of assets |
(i) | Credit losses from financial instruments and lease receivables |
• | financial assets measured at amortized cost (including cash and cash equivalents and trade and other receivables); and |
• | lease receivables. |
• | fixed-rate financial assets, and trade and other receivables: effective interest rate determined at initial recognition or an approximation thereof; |
• | variable-rate financial assets: current effective interest rate; |
• | lease receivables: discount rate used in the measurement of the lease receivable. |
• | 12-month ECLs: these are losses that are expected to result from possible default events within the 12 months after the reporting date; and |
• | lifetime ECLs: these are losses that are expected to result from all possible default events over the expected lives of the items to which the ECL model applies. |
2 |
Significant accounting policies (continued) |
(l) |
Credit losses and impairment of assets (continued) |
(i) | Credit losses from financial instruments and lease receivables (continued) |
• | failure to make payments of principal or interest on their contractually due dates ; |
• | an actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if available); |
• | an actual or expected significant deterioration in the operating results of the debtor; and |
• | existing or forecast changes in the technological, market, economic or legal environment that have a significant adverse effect on the debtor’s ability to meet its obligation to the Group. |
2 |
Significant accounting policies (continued) |
(l) |
Credit losses and impairment of assets (continued) |
(i) | Credit losses from financial instruments and lease receivables (continued) |
• | significant financial difficulties of the debtor; |
• | a breach of contract, such as a default or delinquency in interest or principal payments; |
• | it becoming probable that the borrower will enter into bankruptcy or other financial reorganization; |
• | significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; or |
• | the disappearance of an active market for a security because of financial difficulties of the issuer. |
(ii) | Credit losses from financial guarantees issued |
2 |
Significant accounting policies (continued) |
(l) |
Credit losses and impairment of assets (continued) |
(ii) | Credit losses from financial guarantees issued (continued) |
(iii) | Impairment of other non-current assets |
• |
Investment properties; |
• |
Other property, plant and equipment; |
• |
Right-of-use assets; |
• |
Construction in progress; |
• |
Goodwill; |
• |
Investments in associates and joint ventures. |
• | Calculation of recoverable amount |
• | Recognition of impairment losses |
• | Reversals of impairment losses |
2 |
Significant accounting policies (continued) |
(m) |
Inventories |
(n) |
Contract liabilities |
(o) |
Trade and other receivables |
2 |
Significant accounting policies (continued) |
(p) |
Interest-bearing borrowings |
(q) |
Trade and other payables |
(r) |
Non-current assets held for sale |
2 |
Significant accounting policies (continued) |
(s) |
Cash and cash equivalents |
(t) |
Provisions and contingent liabilities |
(u) |
Dividend distribution |
(v) |
Share capital |
(w) |
Deferred benefits and gains |
2 |
Significant accounting policies (continued) |
(x) |
Convertible bonds |
(i) | Convertible bonds that contain an equity component |
(ii) | Other convertible bonds |
2 |
Significant accounting policies (continued) |
(y) |
Income tax |
2 |
Significant accounting policies (continued) |
(y) |
Income tax (continued) |
• | in the case of current tax assets and liabilities, the Company or 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. |
(z) |
Revenue and other income |
(i) | Passenger, cargo and mail revenue |
2 |
Significant accounting policies (continued) |
(z) |
Revenue and other income (continued) |
(ii) | Frequent flyer revenue |
(iii) | Rental income from operating leases |
(iv) | Dividends |
• | Dividend income from unlisted investments is recognized when the shareholder’s right to receive payment is established. |
• | Dividend income from listed investments is recognized when the share price of the investment goes ex-dividend. |
(v) | Interest income |
(vi) | Government grants |
2 |
Significant accounting policies (continued) |
(z) |
Revenue and other income (continued) |
(aa) |
Maintenance and overhaul costs |
(ab) |
Borrowing costs |
(ac) |
Employee benefits |
(i) |
Short term employee benefits and contributions to defined contribution retirement schemes |
(ii) |
Termination benefits |
(iii) |
Retirement benefits |
2 |
Significant accounting policies (continued) |
(ad) |
Translation of foreign currencies |
(ae) |
Related parties |
(a) | A person, or a close member of that person’s family, is related to the Group if that person: |
(i) | has control or joint control over the Group; |
(ii) | has significant influence over the Group; or |
(iii) | is a member of the key management personnel of the Group or the Group’s parent. |
2 |
Significant accounting policies (continued) |
(ae) |
Related parties (continued) |
(b) | An entity is related to the Group if any of the following conditions applies: |
(i) | The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). |
(ii) | One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). |
(iii) | Both entities are joint ventures of the same third party. |
(iv) | One entity is a joint venture of a third entity and the other entity is an associate of the third entity. |
(v) | The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group. |
(vi) | The entity is controlled or jointly controlled by a person identified in (a). |
(vii) | A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). |
(viii) | The entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the Group’s parent. |
(af) |
Segment reporting |
3 |
Accounting estimates and judgements |
(a) |
Impairment of long-lived assets (other than goodwill) |
(b) |
Frequent flyer revenue |
(c) |
Income tax |
3 |
Accounting estimates and judgements (continued) |
(d) |
Depreciation and amortization |
(e) |
Provision for major overhauls |
(f) |
Ticket breakage revenue |
4 |
Financial risk management and fair values of financial instruments |
(a) |
Liquidity risk |
4 |
Financial risk management and fair values of financial instruments (continued) |
(a) |
Liquidity risk (continued) |
2021 Contractual undiscounted cash outflow | ||||||||||||||||||||||||
Within 1 year or on demand |
More than 1 year but less than 2 years |
More than 2 years but less than 5 years |
More than 5 years |
Total | Carrying amount at December 31 |
|||||||||||||||||||
RMB million | RMB million | RMB million | RMB million | RMB million | RMB million | |||||||||||||||||||
Borrowings |
||||||||||||||||||||||||
Lease liabilities |
||||||||||||||||||||||||
Trade and other payables and accrued charges |
||||||||||||||||||||||||
Long-term payables |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2020 Contractual undiscounted cash outflow | ||||||||||||||||||||||||
Within 1 year or on demand |
More than 1 year but less than 2 years |
More than 2 years but less than 5 years |
More than 5 years |
Total | Carrying amount at December 31 |
|||||||||||||||||||
RMB million | RMB million | RMB million | RMB million | RMB million | RMB million | |||||||||||||||||||
Borrowings |
||||||||||||||||||||||||
Lease liabilities |
||||||||||||||||||||||||
Trade and other payables and accrued charges |
||||||||||||||||||||||||
Long-term payables |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
4 |
Financial risk management and fair values of financial instruments (continued) |
(b) |
Interest rate risk |
(c) |
Foreign currency risk |
4 |
Financial risk management and fair values of financial instruments (continued) |
(c) |
Foreign currency risk (continued) |
2021 |
||||||||
Appreciation/(depreciation) of Renminbi against foreign currency |
Decrease/(increased) on loss after tax and increase/(decrease) on retained earnings RMB million |
|||||||
USD |
% | |||||||
( |
%) | ( |
) | |||||
Euro |
% | |||||||
( |
%) | ( |
) | |||||
Japanese Yen |
% | |||||||
( |
%) | ( |
) |
2020 |
||||||||
Appreciation/(depreciation) of Renminbi against foreign currency |
Decrease/(increased) on loss after tax and increase/(decrease) on retained earnings RMB million |
|||||||
USD |
% | |||||||
( |
%) | ( |
) | |||||
Euro |
% | |||||||
( |
%) | ( |
) | |||||
Japanese Yen |
% | |||||||
( |
%) | ( |
) |
2019 |
||||||||
Appreciation/(depreciation) of Renminbi against foreign currency |
Increase/(decrease) on profit after tax and retained earnings RMB million |
|||||||
USD |
% | |||||||
( |
%) | ( |
) | |||||
Euro |
% | |||||||
( |
%) | ( |
) | |||||
Japanese Yen |
% | |||||||
( |
%) | ( |
) |
4 |
Financial risk management and fair values of financial instruments (continued) |
(d) |
Credit risk |
December 31, 2021 | ||||||||||||
Expected loss rates |
Gross carrying amount |
Loss allowance |
||||||||||
% | RMB million | RMB million | ||||||||||
Within 3 months |
% | |||||||||||
More than 3 months but less than 1 year |
% | |||||||||||
More than 1 year but less than 2 years |
% | |||||||||||
More than 2 years but less than 3 years |
% | |||||||||||
More than 3 years |
% | |||||||||||
|
|
|
|
|||||||||
|
|
|
|
4 |
Financial risk management and fair values of financial instruments (continued) |
(d) |
Credit risk (continued) |
December 31, 2020 | ||||||||||||
Expected loss rates |
Gross carrying amount |
Loss allowance |
||||||||||
% | RMB million | RMB million | ||||||||||
Within 3 months |
% | |||||||||||
More than 3 months but less than 1 year |
% | |||||||||||
More than 1 year but less than 2 years |
% | |||||||||||
More than 2 years but less than 3 years |
% | |||||||||||
More than 3 years |
% | |||||||||||
|
|
|
|
|||||||||
|
|
|
|
2021 | 2020 | |||||||
RMB million | RMB million | |||||||
Balance at January 1 |
||||||||
Amounts written off during the year |
( |
) | ( |
) | ||||
Impairment losses written back |
( |
) | ( |
) | ||||
Impairment losses recognized during the year |
||||||||
|
|
|
|
|||||
Balance at December 31 |
||||||||
|
|
|
|
4 |
Financial risk management and fair values of financial instruments (continued) |
(d) |
Credit risk (continued) |
2021 | 2020 | |||||||||||||||||||||||||||||||
Stage 1 | Stage 2 | Stage 3 | Stage 1 | Stage 2 | Stage 3 | Total | ||||||||||||||||||||||||||
12-month ECLs |
Lifetime ECLs (not credit- impaired) |
Lifetime ECLs (credit- impaired) |
Total | 12-month ECLs |
Lifetime ECLs (not credit- impaired) |
Lifetime ECLs (credit- impaired) |
||||||||||||||||||||||||||
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
|||||||||||||||||||||||||
As at January 1 |
||||||||||||||||||||||||||||||||
Accrual |
||||||||||||||||||||||||||||||||
Reversal |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Write-off |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
As at December 31 |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(e) |
Jet fuel price risk |
(f) |
Capital management |
4 |
Financial risk management and fair values of financial instruments (continued) |
(g) |
Fair value |
(i) | Financial instruments carried at fair value |
• | Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date |
• | Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available |
• | Level 3 valuations: Fair value measured using significant unobservable inputs |
Fair value measurements as at December 31, 2021 categorized into |
||||||||||||||||||
Recurring fair value measurement |
Note |
Fair value at December 31, 2021 RMB million |
Level 1 RMB million |
Level 2 RMB million |
Level 3 RMB million |
|||||||||||||
Financial assets/(liabilities): |
||||||||||||||||||
Other equity instrument investments: |
||||||||||||||||||
-Non-listed shares |
26 | |||||||||||||||||
-Non-tradable shares |
26 | |||||||||||||||||
Other non-current financial assets: |
||||||||||||||||||
-Listed shares |
26 | |||||||||||||||||
-Non-listed shares |
26 | |||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||||
-Interest rate swaps |
27 | ( |
) | ( |
) | |||||||||||||
-Derivative component of convertible bonds |
27 | ( |
) | ( |
) |
4 |
Financial risk management and fair values of financial instruments (continued) |
(g) |
Fair value (continued) |
(i) |
Financial instruments carried at fair value (continued) |
Fair value measurements as at December 31, 2020 categorized into |
||||||||||||||||||
Recurring fair value measurement |
Note |
Fair value at December 31, 2020 RMB million |
Level 1 RMB million |
Level 2 RMB million |
Level 3 RMB million |
|||||||||||||
Financial assets/(liabilities): |
||||||||||||||||||
Other equity instrument investments: |
||||||||||||||||||
-Non-listed shares |
26 | |||||||||||||||||
-Non-tradable shares |
26 | |||||||||||||||||
Other non-current financial assets: |
||||||||||||||||||
-Listed shares |
26 | |||||||||||||||||
-Non-listed shares |
26 | |||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||||
-Interest rate swaps |
27 | ( |
) | ( |
) | |||||||||||||
-Derivative component of convertible bonds |
27 | ( |
) | ( |
) | |||||||||||||
-Forward foreign exchange and foreign exchange options contracts |
27 | ( |
) | ( |
) |
At December 31, 2021 |
At December 31, 2020 |
|||||||
Conversion price |
RMB |
RMB |
||||||
Stock price of A shares |
RMB |
RMB |
||||||
Stock market volatility |
% | % | ||||||
Risk-free interest rate |
% | % |
4 |
Financial risk management and fair values of financial instruments (continued) |
(g) |
Fair value (continued) |
(i) |
Financial instruments carried at fair value (continued) |
Valuation technique |
Significant unobservable inputs |
Range |
||||||
Other equity instruments investments |
||||||||
-Non-listed shares (1)&(3) |
Market comparable companies | Discount for lack of marketability |
% | |||||
-Non-tradable shares (2)&(3) |
Discounted cash flow | Expected profit growth rate during the projection period |
% | |||||
Perpetual growth rate |
% | |||||||
Perpetual dividend payout rate |
% | |||||||
Expected dividend payout rate during the projection period |
% | |||||||
Discount rate |
% | |||||||
Other non-current financial assets |
||||||||
-Non-listed shares (2) |
Discounted cash flow | Expected profit growth rates during the projection period |
% | |||||
Perpetual growth rates |
% | |||||||
Perpetual dividend payout rates |
% | |||||||
Expected dividend payout rates during the projection period |
% | |||||||
Discount rates |
% |
(1) | The fair value of non-listed shares are determined by using comparable listed companies adjusted for lack of marketability discount. The fair value measurement is negatively correlated to the discount for lack of marketability. |
(2) | The fair value of these non-tradable shares and non-listed shares is determined by discounting projected cash flow series associated with respective investments. The valuation takes into account the expected profit growth rates and expected dividend payout rate of the investees. The discount rates used have been adjusted to reflect specific risks relating to respective investees. The fair value measurement is positively correlated to the expected profit growth rates during the projection period, perpetual growth rate, perpetual dividend payout rate and expected dividend payout rates during the projection period of respective investees, and negatively correlated to the discount rates. |
(3) | Any gain or loss arising from the remeasurement of the Group’s unlisted or non-tradable equity securities held for strategic purposes are recognized in the fair value reserve (non-recycling) in other comprehensive income. Upon disposal of the equity securities, the amount accumulated in other comprehensive income is transferred directly to retained earnings. |
(ii) |
Financial instruments not carried at fair value |
5 |
Operating revenue |
(i) | Disaggregation of revenue |
2021 |
2020 |
2019 |
||||||||||||||
Note | RMB million |
RMB million |
RMB million |
|||||||||||||
Revenue from contracts with customers within the scope of IFRS 15: |
||||||||||||||||
Disaggregated by service lines |
||||||||||||||||
-Traffic revenue |
||||||||||||||||
- Passenger |
||||||||||||||||
- Cargo and mail |
||||||||||||||||
-Commission income |
||||||||||||||||
-General aviation income |
||||||||||||||||
-Cargo handling income |
||||||||||||||||
-Hotel and tour operation income |
||||||||||||||||
-Ground services income |
||||||||||||||||
-Air catering service income |
||||||||||||||||
-Others |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Revenue from other sources: |
||||||||||||||||
-Rental income |
19(e) | |||||||||||||||
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
(ii) | Revenue expected to be recognized in the future arising from contracts with customers in existence at the reporting date |
6 |
Segment reporting |
(a) |
Business segments |
6 |
Segment reporting (continued) |
(a) |
Business segments (continued) |
Airline transportation operations |
Other segments |
Elimination |
Unallocated* |
Total |
||||||||||||||||
RMB million | RMB million | RMB million | RMB million | RMB million | ||||||||||||||||
Disaggregated by timing of revenue recognition |
||||||||||||||||||||
Point in time |
( |
) | ||||||||||||||||||
Over time |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue from external customers |
||||||||||||||||||||
Inter-segment sales |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment revenue |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment loss before taxation |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment loss after taxation |
( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other segment information |
||||||||||||||||||||
Income tax |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Interest income |
( |
) | ||||||||||||||||||
Interest expense |
( |
) | ||||||||||||||||||
Depreciation and amortization |
||||||||||||||||||||
Impairment loss |
||||||||||||||||||||
Credit losses |
( |
) | ( |
) | ||||||||||||||||
Share of associates’ results |
||||||||||||||||||||
Share of joint ventures’ results |
|
|||||||||||||||||||
Change in fair value of financial assets / liabilities |
( |
) | ( |
) | ||||||||||||||||
Non-current assets additions during the year# |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
6 |
Segment reporting (continued) |
(a) |
Business segments (continued) |
Airline transportation operations |
Other segments |
Elimination |
Unallocated* |
Total |
||||||||||||||||
RMB million | RMB million | RMB million | RMB million | RMB million | ||||||||||||||||
Disaggregated by timing of revenue recognition |
||||||||||||||||||||
Point in time |
( |
) | ||||||||||||||||||
Over time |
( |
) | |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue from external customers |
||||||||||||||||||||
Inter-segment sales |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment revenue |
|
( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment loss before taxation |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment loss after taxation |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other segment information |
||||||||||||||||||||
Income tax |
( |
) | ( |
) | ( |
) | ||||||||||||||
Interest income |
( |
) | ||||||||||||||||||
Interest expense |
( |
) | ||||||||||||||||||
Depreciation and amortization |
||||||||||||||||||||
Impairment loss |
||||||||||||||||||||
Credit losses |
||||||||||||||||||||
Share of associates’ results |
( |
) | ( |
) | ||||||||||||||||
Share of joint ventures’ results |
|
|||||||||||||||||||
Change in fair value of financial assets / liabilities |
||||||||||||||||||||
Non-current assets additions during the year# |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
6 |
Segment reporting (continued) |
(a) |
Business segments (continued) |
Airline transportation operations |
Other segments |
Elimination |
Unallocated* |
Total |
||||||||||||||||
RMB million | RMB million | RMB million | RMB million | RMB million | ||||||||||||||||
Disaggregated by timing of revenue recognition |
||||||||||||||||||||
Point in time |
( |
) | ||||||||||||||||||
Over time |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue from external customers |
||||||||||||||||||||
Inter-segment sales |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment revenue |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment profit before taxation |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reportable segment profit after taxation |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other segment information |
||||||||||||||||||||
Income tax |
||||||||||||||||||||
Interest income |
( |
) | ||||||||||||||||||
Interest expense |
( |
) | ||||||||||||||||||
Depreciation and amortization |
|
|
||||||||||||||||||
Impairment loss |
||||||||||||||||||||
Credit losses |
||||||||||||||||||||
Share of associates’ results |
( |
) | ( |
) | ||||||||||||||||
Share of joint ventures’ results |
||||||||||||||||||||
Remeasurement of the originally held equity interests in a joint venture |
||||||||||||||||||||
Change in fair value of financial assets / liabilities |
|
|||||||||||||||||||
Non-current assets additions during the year# |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
6 |
Segment reporting (continued) |
(a) |
Business segments (continued) |
Airline transportation operations |
Other segments |
Elimination |
Unallocated* |
Total |
||||||||||||||||
RMB million | RMB million | RMB million | RMB million | RMB million | ||||||||||||||||
As at December 31, 2021 |
||||||||||||||||||||
Reportable segment assets |
( |
) | ||||||||||||||||||
Reportable segment liabilities |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As at December 31, 2020 |
||||||||||||||||||||
Reportable segment assets |
( |
) | ||||||||||||||||||
Reportable segment liabilities |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
* | Unallocated assets primarily include interest in associates and joint ventures, derivative financial assets and equity securities. Unallocated liabilities primarily include derivative financial liabilities. Unallocated results primarily include the share of results of associates and joint ventures, dividend income from equity securities, and the fair value movement of financial instruments recognized through profit or loss. |
# | The additions of non-current assets do not include interests in associates and joint ventures, other equity instrument investments, other non-current financial assets, derivative financial assets and deferred tax assets. |
(b) |
Geographical information |
(1) | Traffic revenue from services of both origin and destination within the PRC (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan (“Hong Kong, Macau and Taiwan”)), is classified as domestic revenue. Traffic revenue with origin and destination among PRC, Hong Kong, Macau and Taiwan is classified as Hong Kong, Macau and Taiwan revenue; while that with origin from or destination to other overseas markets is classified as international revenue. |
6 |
Segment reporting (continued) |
(b) |
Geographical information (continued) |
(2) | Revenue from commission income, general aviation, cargo handling, hotel and tour operation, ground services, air catering services and other miscellaneous services are classified on the basis of where the services are performed. |
2021 |
2020 |
2019 |
||||||||||
RMB million |
RMB million |
RMB million |
||||||||||
Domestic |
||||||||||||
International |
||||||||||||
Hong Kong, Macau and Taiwan |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
6 |
Segment reporting (continued) |
(c) |
Reconciliation of reportable segment (loss)/profit before income tax, assets and liabilities to the consolidated figures as reported in the consolidated financial statements |
Note |
2021 RMB million |
2020 RMB million |
2019 RMB million |
|||||||||||||
(Loss)/profit before income tax |
||||||||||||||||
Reportable segment (loss)/profit before taxation |
6(a) | ( |
) | ( |
) | |||||||||||
Capitalization of exchange difference of specific loans |
(i) | ( |
) | ( |
) | ( |
) | |||||||||
Government grants |
(ii) | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Consolidated (loss)/profit before income tax |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
Note |
2021 RMB million |
2020 RMB million |
||||||||||
Assets |
||||||||||||
Reportable segment assets |
6(a) | |||||||||||
Capitalization of exchange difference of specific loans |
(i) | |||||||||||
Government grants |
(ii) | ( |
) | ( |
) | |||||||
Adjustments arising from business combinations under common control |
(iii) | |||||||||||
Others |
( |
) | ( |
) | ||||||||
|
|
|
|
|||||||||
Consolidated total assets |
||||||||||||
|
|
|
|
6 |
Segment reporting (continued) |
(c) |
Reconciliation of reportable segment (loss)/profit before income tax, assets and liabilities to the consolidated figures as reported in the consolidated financial statements (continued) |
(i) | In accordance with the PRC GAAP, exchange difference arising on translation of specific loans and related interest denominated in a foreign currency is capitalized as part of the cost of qualifying assets. Under IFRSs, such exchange difference is recognized in income statement unless the exchange difference represents an adjustment to interest. |
(ii) | In accordance with the PRC GAAP, assets related government grants (other than special funds) are deducted from the cost of the related assets. Special funds granted by the government and clearly defined in the approval documents as part of “capital reserve” are accounted for as increase in capital reserve. Under IFRSs, assets related government grants are deducted to the cost of the related assets. The difference is resulted from government grants received in previous years and are recognized in capital reserve under PRC GAAP. |
(iii) | In accordance with the PRC GAAP, the Company accounts for the business combination under common control by applying the pooling-of-interest pooling-of-interest |
7 |
Flight operation expenses |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Jet fuel costs |
||||||||||||
Flight personnel payroll and welfare |
||||||||||||
Air catering expenses |
||||||||||||
Civil Aviation Development Fund |
||||||||||||
Aircraft operating lease charges |
||||||||||||
Training expenses |
||||||||||||
Aircraft insurance |
||||||||||||
Others |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
8 |
Maintenance expenses |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Aviation repair and maintenance charges |
||||||||||||
Staff payroll and welfare |
||||||||||||
Maintenance materials |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
9 |
Aircraft and transportation service expenses |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Landing and navigation fees |
||||||||||||
Ground service and other charges |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
10 |
Promotion and selling expenses |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Ticket office expenses |
||||||||||||
Sales commissions |
||||||||||||
Computer reservation services |
||||||||||||
Advertising and promotion |
||||||||||||
Others |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
11 |
General and administrative expenses |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
General corporate expenses |
||||||||||||
Auditors’ remuneration |
||||||||||||
- Audit services |
||||||||||||
- Non-audit services |
||||||||||||
Credit losses |
( |
) |
||||||||||
Other taxes and levies |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
12 |
Depreciation and amortization |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Depreciation of property, plant and equipment |
||||||||||||
Depreciation of right-of-use |
||||||||||||
Other amortization |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
13 |
Staff costs |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Salaries, wages and welfare |
||||||||||||
Defined contribution retirement scheme |
||||||||||||
Other retirement welfare subsidy |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
14 |
Other net income |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Government grants (Note) |
||||||||||||
Gains/( losses ) on disposal of property, plant and equipment, net |
||||||||||||
-Aircraft and spare engines and construction in progress |
( |
) |
||||||||||
-Other property, plant and equipment and right-of-use assets |
||||||||||||
Others |
||||||||||||
Note: |
Government grants mainly include subsidies granted by various local governments to encourage the Group to operate certain routes to cities where these governments are located. |
15 |
Interest expense |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Interest on borrowings |
||||||||||||
Interest relating to lease liabilities (Note 21) |
||||||||||||
Total interest expense on financial liabilities not at fair value through profit or loss |
||||||||||||
Less: interest expense capitalized (Note) |
( |
) |
( |
) |
( |
) | ||||||
Interest rate swaps: cash flow hedge, reclassified from equity (Note 17) |
( |
) |
( |
) | ||||||||
Note: | The weighted average interest rate used for interest capitalization was |
16 |
Income tax |
(a) |
Income tax (credit)/expense in the consolidated income statement |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
PRC income tax |
||||||||||||
–Provision for the year |
||||||||||||
–Under - provision in prior year |
||||||||||||
Deferred tax (Note 29) |
||||||||||||
Origination and reversal of temporary differences |
( |
) |
( |
) |
( |
) | ||||||
Income tax (credit)/expense |
( |
) |
( |
) |
||||||||
16 |
Income tax (continued) |
(b) |
Reconciliation between actual income tax (credit)/expense and calculated tax based on accounting (loss)/profit at applicable income tax rates |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
(Loss)/profit before income tax |
( |
) |
( |
) |
||||||||
|
|
|
|
|
|
|||||||
Notional tax on (loss)/profit before taxation, calculated at the rates applicable to (loss)/profits in the tax jurisdictions concerned (Note 16(a)) |
( |
) |
( |
) |
||||||||
Adjustments for tax effect of: |
||||||||||||
Non-deductible expenses |
||||||||||||
Share of results of associates and joint ventures and other non-taxable income |
( |
) |
( |
) | ||||||||
Unused tax losses and deductible temporary differences for which no deferred tax assets were recognized |
||||||||||||
Utilization of unused tax losses and deductible temporary differences for which no deferred tax assets were recognized in prior years |
( |
) |
( |
) |
( |
) | ||||||
Under - provision in prior year |
||||||||||||
Super deduction of research and development expenses |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Income tax (credit)/expense |
( |
) |
( |
) |
||||||||
|
|
|
|
|
|
17 |
Other comprehensive income |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Cash flow hedges: |
||||||||||||
Effective portion of changes in fair value of hedging instruments recognized during the year |
( |
) |
( |
) | ||||||||
Reclassification adjustments for amounts transferred to profit or loss: |
||||||||||||
- interest expense (Note 15) |
( |
) |
( |
) | ||||||||
Net deferred tax (debited)/credited to other comprehensive income |
( |
) |
||||||||||
|
|
|
|
|
|
|||||||
( |
) |
( |
) | |||||||||
|
|
|
|
|
|
|||||||
Equity investments measured at FVOCI: |
||||||||||||
Changes in fair value recognized during the year |
( |
) |
( |
) |
( |
) | ||||||
Net deferred tax credited to other comprehensive income |
||||||||||||
|
|
|
|
|
|
|||||||
( |
) |
( |
) |
( |
) | |||||||
|
|
|
|
|
|
|||||||
Share of other comprehensive income of associates |
||||||||||||
Will not be reclassified to profit or loss |
( |
) |
( |
) |
||||||||
May be reclassified subsequently to profit or loss |
( |
) |
||||||||||
|
|
|
|
|
|
|||||||
( |
) |
|||||||||||
|
|
|
|
|
|
|||||||
Differences resulting from the translation of foreign currency financial statements |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Other comprehensive income for the year |
( |
) |
( |
) |
( |
) |
18 |
(Loss)/earnings per share |
2021 million |
2020 million |
2019 million |
||||||||||
Issued ordinary shares at January 1 |
||||||||||||
Effect of issuance of shares |
||||||||||||
Weighted average number of ordinary shares at December 31 |
||||||||||||
19 |
Property, plant and equipment, net |
Investment properties RMB million |
Buildings RMB million |
Aircraft RMB million |
Other flight equipment including rotables RMB million |
Machinery, equipment and vehicles RMB million |
Total RMB million |
|||||||||||||||||||
Cost: |
||||||||||||||||||||||||
At January 1 , 2020 |
||||||||||||||||||||||||
Additions |
||||||||||||||||||||||||
Transferred from construction in progress (Note 20) |
||||||||||||||||||||||||
Reclassification on change of holding intention: |
||||||||||||||||||||||||
- transferred from other property, plant and equipment, net |
( |
) | ||||||||||||||||||||||
Transferred from right-of-use |
||||||||||||||||||||||||
Disposals |
||||||||||||||||||||||||
- disposals |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
- disposal of a subsidiary |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At January 1 , 2021 |
||||||||||||||||||||||||
Additions |
||||||||||||||||||||||||
Transferred from construction in progress (Note 20) |
||||||||||||||||||||||||
Reclassification on change of holding intention: |
||||||||||||||||||||||||
- transferred to other property, plant and equipment, net |
( |
) | ||||||||||||||||||||||
- transferred from other property, plant and equipment, net |
( |
) | ||||||||||||||||||||||
Transfer to assets held for sale (Note 35) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Transferred from right-of-use |
||||||||||||||||||||||||
Others |
||||||||||||||||||||||||
Disposals (c) |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2021 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
19 |
Property, plant and equipment, net (continued) |
Investment properties RMB million |
Buildings RMB million |
Aircraft RMB million |
Other flight equipment including rotables RMB million |
Machinery, equipment and vehicles RMB million |
Total RMB million |
|||||||||||||||||||
Accumulated depreciation and impairment losses: |
||||||||||||||||||||||||
At January 1 , 2020 |
||||||||||||||||||||||||
Depreciation charge for the year |
||||||||||||||||||||||||
Reclassification on change of holding intention: |
||||||||||||||||||||||||
- transferred from other property, plant and equipment, net |
( |
) | ||||||||||||||||||||||
Transferred from right-of-use (Note 21) |
||||||||||||||||||||||||
Disposals |
||||||||||||||||||||||||
- disposals |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
- disposal of a subsidiary |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Provision for impairment losses |
||||||||||||||||||||||||
Impairment losses written off on disposals |
( |
) | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At January 1 , 2021 |
||||||||||||||||||||||||
Depreciation charge for the year |
||||||||||||||||||||||||
Reclassification on change of holding intention: |
||||||||||||||||||||||||
- transferred to other property, plant and equipment, net |
( |
) | ||||||||||||||||||||||
- transferred from other property, plant and equipment, net |
( |
) | ||||||||||||||||||||||
Transfer to assets held for sale (Note 35) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Transferred from right-of-use (Note 21) |
||||||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Provision for impairment losses (a) |
||||||||||||||||||||||||
Impairment losses transfer to assets held for sale (Note 35) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Impairment losses written off on disposals (c) |
( |
) | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2021 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net book value: |
||||||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
19 |
Property, plant and equipment, net (continued) |
(a) |
As at December 31, 2021, the Group reported aircraft and related equipment in the amount of RMB |
(b) |
As at December 31, 2021, borrowings (December 31, 2020: Nil ). |
(c) |
During the year, the Group disposed certain aircraft directly and disposed certain aircraft through sale and leaseback agreement, against which cost, accumulated depreciation and impairment losses of the aircraft had been reduced with an aggregate amount of RMB |
(d) |
As at December 31, 2021 and up to the date of approval of these financial statements, the Group is in the process of applying for the property title certificates in respect of the certain properties located in mainland China, in which the Group has interests and for which such certificates have not been granted. As at December 31, 2021, carrying value of such properties of the Group amounted to RMB |
(e) |
The Group leased out investment properties and facilities under operating leases. The leases typically run for an initial period of one to fifteen years, with an option to renew the leases after that date at which time all contract terms are renegotiated. In this connection, rental income total ing RMB |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Within 1 year |
||||||||
After 1 year but within 5 years |
||||||||
After 5 years |
||||||||
(f) | Components related to engine overhaul costs under property, plant and equipment and right-of-use assets were originally depreciated using the straight-line method by the Group. Upon analysis of historical data over past years and assessment of the actual consumption model and the expected method of relevant economic benefit realization in respect of the overhaul components of engines, the Group is of the view that the consumption of components related to engine overhaul costs is more directly associated with the actual flying hours. Therefore, the Group is of the view that changing the depreciation method of components related to engine overhaul costs to the units of production method can more truly and objectively reflect the actual consumption of assets, the financial position and operating performance of the Group. This change in accounting estimates has been applied prospectively with effect from April 1, 2020. |
Components related to engine overhaul costs |
Before the change | After the change | ||||||
Expected useful lives/Expected flying hours |
||||||||
Estimated net residual rate |
— | — | ||||||
Annual depreciation rate / Depreciation rate per thousand flying hours |
20 |
Construction in progress |
Advance payment for aircraft and flight equipment RMB million |
Others RMB million |
Total RMB million |
||||||||||
At January 1, 2020 |
||||||||||||
Additions |
||||||||||||
Transferred to property, plant and equipment (Note 19) |
( |
) | ( |
) | ( |
) | ||||||
Transferred to right-of-use |
( |
) | ( |
) | ( |
) | ||||||
Transferred to others |
( |
) | ( |
) | ||||||||
At December 31, 2020 |
||||||||||||
At January 1, 2021 |
||||||||||||
Additions |
||||||||||||
Transferred to property, plant and equipment (Note 19) |
( |
) | ( |
) | ( |
) | ||||||
Transferred to right-of-use |
( |
) | ( |
) | ( |
) | ||||||
Transferred to others |
( |
) | ( |
) | ||||||||
At December 31, 2021 |
||||||||||||
21 |
Right-of-use |
Aircraft and engines RMB million |
Land use rights RMB million |
Buildings RMB million |
Others RMB million |
Total RMB million |
||||||||||||||||
Cost: |
||||||||||||||||||||
At January 1 , 2020 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Transfer from construction in progress (Note 20) |
||||||||||||||||||||
Transferred to property, plant and equipment on exercise of purchase option (Note 19) |
( |
) | ( |
) | ||||||||||||||||
Disposals |
||||||||||||||||||||
- disposals |
( |
) | ( |
) | ( |
) | ||||||||||||||
- disposal of a subsidiary |
( |
) | ( |
) | ( |
) | ||||||||||||||
At December 31, 2020 |
||||||||||||||||||||
At January 1 , 2021 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Transfer from construction in progress (Note 20) |
||||||||||||||||||||
Transferred to property, plant and equipment on exercise of purchase option (Note 19) |
( |
) | ( |
) | ||||||||||||||||
Transferred to assets held for sale (Note 35) |
( |
) | ( |
) | ||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
At December 31, 2021 |
||||||||||||||||||||
21 |
Right-of-use |
Aircraft and engines RMB million |
Land use rights RMB million |
Buildings RMB million |
Others RMB million |
Total RMB million |
||||||||||||||||
Accumulated amortization and impairment losses: |
||||||||||||||||||||
At January 1 , 2020 |
||||||||||||||||||||
Amortization charge for the year |
||||||||||||||||||||
Transferred to property, plant and equipment on exercise of purchase option (Note 19) |
( |
) | ( |
) | ||||||||||||||||
Disposals |
||||||||||||||||||||
- disposals |
( |
) | ( |
) | ( |
) | ||||||||||||||
- disposal of a subsidiary |
( |
) | ( |
) | ||||||||||||||||
Provision for impairment losses |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2020 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At January 1 , 2021 |
||||||||||||||||||||
Amortization charge for the year |
||||||||||||||||||||
Transferred to property, plant and equipment on exercise of purchase option (Note 19) |
( |
) | ( |
) | ||||||||||||||||
Transferred to assets held for sale (Note 35) |
( |
) | ( |
) | ||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Provision for impairment losses (Note 19(a)) |
||||||||||||||||||||
Impairment losses transfer to assets held for sale (Note 35) |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net book value: |
||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2020 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
21 |
Right-of-use |
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Interest on lease liabilities (Note 15) |
||||||||||||
Interest rate swaps: cash flow hedge, reclassified from equity (Note 15) |
( |
) | ( |
) | ||||||||
Expense relating to short-term leases |
||||||||||||
Expense relating to leases of variable lease payments not included in the measurement of lease liabilities |
22 |
Goodwill |
2021 RMB million |
2020 RMB million |
|||||||
Cost and carrying amount: |
||||||||
2021 RMB million |
2020 RMB million |
|||||||
Southern Airlines Group Import and Export Trading Company (“SAIETC”) |
||||||||
Xiamen Airlines Culture and Media Co., Ltd. |
||||||||
Total |
||||||||
23 |
Subsidiaries |
Name of company |
Place of establishment/ operation |
Registered capital |
Proportion of ownership interest held by the Company |
Principal activity | ||||||||
China Southern Airlines Henan Airlines Company Limited (i) |
RMB |
% |
Airline transportation | |||||||||
Xiamen Airlines Company Limited (“Xiamen Airlines”) (i) |
RMB |
% |
Airline transportation | |||||||||
Chongqing Airlines Company Limited (i) |
RMB |
% |
Airline transportation | |||||||||
Shantou Airlines Company Limited (i) |
RMB |
% |
Airline transportation | |||||||||
Zhuhai Airlines Company Limited (i) |
RMB |
% |
Airline transportation | |||||||||
Guizhou Airlines Company Limited (i) |
RMB |
% |
Airline transportation | |||||||||
Guangzhou Nanland Air Catering Company Limited (ii) |
RMB |
% |
Air catering | |||||||||
Beijing Southern Airlines Ground Services Company Limited (i) |
RMB |
% |
Airport ground services | |||||||||
Nan Lung International Freight Limited |
HKD |
% |
Freight services | |||||||||
China Southern Airlines General (i) & (iii) |
RMB |
% |
General aviation |
23 |
Subsidiaries (continued) |
Name of company |
Place of establishment/ operation |
Registered capital |
Proportion of ownership interest held by the Company |
Principal activity | ||||||||
SAIETC (i) |
RMB |
% |
Import and export agent services | |||||||||
Zhuhai Xiang Yi Aviation Technology Company Limited (i) |
RMB |
% |
Flight simulation services | |||||||||
China Southern Airlines Xiongan Airlines Company Limited (i) |
RMB |
% |
Airline transportation | |||||||||
China Southern Air Logistics Co., Ltd. (“Logistics Company”) (i) & (iv) |
RMB |
% |
Logistics operations | |||||||||
Shenyang Northern Aircraft Maintenance Co., Ltd. (“Shenyang Aircraft Maintenance”) (i) & (vii) |
RMB |
% |
Aircraft repair and maintenance services | |||||||||
Guangdong Southern Airline Pearl Aviation Services Company Limited (“Pearl Aviation Services”) (i) & (viii) |
RMB |
% |
Hotel management services | |||||||||
Southern Airlines Nansha Finance Leasing (Guangzhou) Co.,Ltd. (i) |
RMB |
% |
Leasing services |
(i) | These subsidiaries are PRC limited liability companies. |
(ii) | This subsidiary is a sino-foreign equity joint venture company established in the PRC. |
(iii) | CSAGA |
RMB million |
||||
Cash consideration received from third parties on partial disposal of equity interests |
||||
Capital injection from third parties |
||||
Less: Portion of net assets of CSAGA disposed |
||||
Other reserves in equity |
||||
(iv) |
Logistics Company |
RMB million |
||||
Capital injection from third parties |
||||
Less: Portion of net assets of Logistics Company disposal |
||||
Other reserves in equity |
||||
(v) |
China Southern West Australian Flying College Pty Ltd. (“Flying College”) |
(vi) | Guangzhou Baiyun International Logistic Company Limited (“Baiyun Logistic”) |
RMB million |
||||
Cash consideration paid |
||||
Less: Portion of net assets of Baiyun Logistic acquired |
||||
Other reserves in equity |
||||
23 |
Subsidiaries (continued) |
(vii) | Shenyang Aircraft Maintenance |
Recognized values on acquisition RMB million |
||||
Non-current assets |
||||
Current assets |
||||
Non-current liabilities |
( |
) | ||
Current liabilities |
( |
) | ||
Total net identifiable assets |
||||
Cash consideration paid |
( |
) | ||
Cash and cash equivalents acquired |
||||
Net cash inflow |
||||
(viii) | Pearl Aviation Services |
Recognized values on acquisition RMB million |
||||
Non-current assets |
||||
Current assets |
||||
Current liabilities |
( |
) | ||
Total net identifiable assets |
||||
Cash consideration paid |
( |
) | ||
Cash and cash equivalents acquired |
||||
Net cash inflow |
||||
(ix) | Material non-controlling interests |
23 |
Subsidiaries (continued) |
• |
Set out below are the summarized financial information for Xiamen Airlines. |
2021 RMB million |
2020 RMB million |
|||||||
Non-controlling interests percentage |
% | % | ||||||
Current assets |
||||||||
Non-current assets |
||||||||
Current liabilities |
( |
) | ( |
) | ||||
Non-current liabilities |
( |
) | ( |
) | ||||
Net assets |
||||||||
Carrying amount of non-controlling interests |
||||||||
Revenue |
||||||||
Loss for the year |
( |
) | ( |
) | ||||
Total comprehensive income |
( |
) | ( |
) | ||||
Loss allocated to non-controlling interests |
( |
) | ( |
) | ||||
Dividend paid to non-controlling interests |
— | |||||||
Net cash generated from operating activities |
||||||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Net cash used in financing activities |
( |
) | ( |
) |
• | Set out below are the summarized financial information for Logistics Company (Note23(iv)). |
2021 RMB million |
2020 RMB million (Note) |
|||||||
Non-controlling interests percentage |
% | % | ||||||
Current assets |
||||||||
Non-current assets |
||||||||
Current liabilities |
( |
) | ( |
) | ||||
Non-current liabilities |
( |
) | ( |
) | ||||
Net assets |
||||||||
Carrying amount of non-controlling interests |
||||||||
Revenue |
||||||||
Profit for the year |
||||||||
Total comprehensive income |
||||||||
Profit allocated to non-controlling interests |
||||||||
Dividend paid to non-controlling interests |
||||||||
Net cash generated from operating activities |
||||||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Net cash (used)/generated from financing activities |
( |
) |
Note: |
On December 24, 2020, certain third parties made capital injections into Logistics Company , causing a decrease of the Company’s equity interests in Logistics Company from Logistics Company . |
24 |
Interest in associates |
2021 RMB million |
2020 RMB million |
|||||||
Share of net assets |
||||||||
Proportion of ownership interest held by |
||||||||||||||||||||||||
Place of establishment / operation |
Group’s effective interest |
The Company |
Subsidiaries |
Proportion of voting rights held by the Group |
Principal activity |
|||||||||||||||||||
China Southern Airlines Group Finance Company Limited (“Finance Company”) |
% |
% |
% |
% |
|
financial services |
| |||||||||||||||||
Sichuan Airlines Co.,Ltd. (“Sichuan Airlines”) |
% |
% |
% |
|||||||||||||||||||||
Southern Airlines Culture and Media Co., Ltd.(“SACM”) |
% |
% |
% |
|||||||||||||||||||||
Shenyang Konggang Logistic Co.,Ltd. (“Shenyang Konggang”) |
% |
% |
% |
|||||||||||||||||||||
Beijing Xingming Lake Jinyan Hotel Co., Ltd. |
% |
% |
% |
accommodation services |
||||||||||||||||||||
Shangzhou Aviation Logistics Co., Ltd. |
% |
% |
% |
|||||||||||||||||||||
Beijing Airport Inflight Kitchen Co.,Ltd. |
% |
% |
% |
|||||||||||||||||||||
Xinjiang Civil Aviation Property Management Limited |
% |
% |
% |
|||||||||||||||||||||
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Aggregate carrying amount of individually immaterial associates |
||||||||||||
Aggregate amounts of the Group’s share of: |
||||||||||||
Profit/(loss) from continuing operations |
( |
) | ( |
) | ||||||||
Other comprehensive income |
( |
) | ||||||||||
Total comprehensive income |
( |
) | ( |
) | ||||||||
25 |
Interest in joint ventures |
2021 RMB million |
2020 RMB million |
|||||||
Share of net assets |
||||||||
Proportion of ownership interest held by |
||||||||||||||||||||||||
Place of establishment/ operation |
Group’s effective interest |
The Company |
Subsidiaries | Proportion of voting rights held by the Group |
Principal activity |
|||||||||||||||||||
Guangzhou Aircraft Maintenance Engineering Co.,Ltd. (“GAMECO”) |
% | % | % | |
maintenance services |
| ||||||||||||||||||
MTU Maintenance Zhuhai Co., Ltd. (“MTU”) |
% | % | % | |
maintenance services |
|
2021 RMB million |
2020 RMB million |
2019 RMB million |
||||||||||
Aggregate carrying amount of individually immaterial joint ventures |
||||||||||||
Aggregate amounts of the Group’s share of: |
||||||||||||
Profit from continuing operations and total comprehensive income |
||||||||||||
26 |
Financial assets |
Notes |
2021 RMB million |
2020 RMB million |
||||||||
Other equity instrument investments (FVOCI) |
(i) |
|||||||||
- Non-listed shares |
||||||||||
- Non-tradable shares |
||||||||||
Other non-current financial assets (FVPL) (Note 28) |
(i) | |||||||||
- Listed shares |
||||||||||
- Non-listed shares |
||||||||||
Other non-current financial assets (amortized cost) |
(ii) | |||||||||
- Long-term receivables |
— | |||||||||
(i) | Dividend income generated from the investments amounted to RMB |
(ii) | During the year ended December 31, 2021, the Group derecognized certain aircraft under finance lease agreements as a lessor and recognized long-term receivables. As at December 31, 2021, long-term receivables (including the portion due within one year) was RMB |
27 |
Derivative financial liabilities |
Notes |
2021 RMB million |
2020 RMB million |
||||||||
Current liabilities: |
||||||||||
Forward foreign exchange and foreign exchange options contracts |
(i) | |||||||||
Derivative component of convertible bonds |
(ii i ) |
|||||||||
Non-current liabilities: |
||||||||||
Interest rate swaps |
(ii) | |||||||||
-Measured at FVOCI |
||||||||||
-Measured at FVPL |
||||||||||
(i) | The Group entered into forward foreign exchange and foreign exchange options contracts to mitigate its forward currency risk and all the forward foreign exchange and foreign exchange options contracts have been settled in 2021. As at December 31, 2020, the fair value of the forward foreign exchange and foreign exchange options contracts amounted to RMB |
(ii) | In 2015, the Group entered into interest rate swaps to mitigate its cash flow interest rate risk. The interest rate swaps allow the Group to pay at fixed rate from |
(i ii ) |
In October 2020, the Group issued a total of , 2021 to October 14, 2026 at an initial conversion price of RMB |
28 |
Changes in fair value of financial liabilities |
2021 RMB million |
2020 RMB million |
|||||||
Other non-current financial assets (FVPL) (Note 26) |
( |
) | ||||||
Interest rate swaps measured at FVPL |
( |
) | ||||||
Forward foreign exchange and foreign exchange options contracts |
( |
) | ( |
) | ||||
Derivative component of convertible bonds (Note 27(iii)) |
( |
) | ||||||
Cross currency swaps |
— | ( |
) | |||||
( |
) | |||||||
29 |
Deferred tax assets / (liabilities) |
(a) |
Movements of net deferred tax assets are as follows: |
At December 31, 2020 RMB million |
(Charged)/ credited to consolidated income statement RMB million |
(Charged)/ credited to other comprehensive income RMB million |
At December 31, 2021 RMB million |
|||||||||||||
For the year ended December 31, 2021 |
||||||||||||||||
Deferred tax assets: |
||||||||||||||||
Net effect on right-of-use |
— | |||||||||||||||
Accrued expenses |
— | |||||||||||||||
Provision for major overhauls |
— | |||||||||||||||
Contract liabilities/other non-current liabilities |
( |
) | — | |||||||||||||
Provision for impairment losses |
— | |||||||||||||||
Provision for tax losses |
— | |||||||||||||||
Change in fair value of derivative financial liabilities |
( |
) | ||||||||||||||
Change in fair value of other equity instrument investments |
— | — | ||||||||||||||
Depreciation allowances under tax in excess of the related depreciation under accounting |
— | — |
|
|||||||||||||
Others |
— | |||||||||||||||
Deferred tax liabilities: |
||||||||||||||||
Accrued expenses |
( |
) | — | ( |
) | |||||||||||
Depreciation allowances under tax in excess of the related depreciation under accounting |
( |
) | — | ( |
) | |||||||||||
Change in fair value of other equity instrument investments |
( |
) | — | ( |
) | |||||||||||
Change in fair value of other non-current financial assets |
( |
) | ( |
) | — |
( |
) | |||||||||
Change in fair value of derivative financial liabilities |
( |
) | — | — | ||||||||||||
Fair value re-measurement of identifiable assets in business combination |
( |
) | — | ( |
) | |||||||||||
Others |
( |
) | — | ( |
) | |||||||||||
( |
) | ( |
) | |||||||||||||
Net deferred tax assets |
||||||||||||||||
29 |
Deferred tax assets / (liabilities) (continued) |
(a) |
Movements of net deferred tax assets are as follows: (continued) |
At December 31, 2019 RMB million |
(Charged)/ credited to consolidated income statement RMB million |
Credited to other comprehensive income RMB million |
At December 31, 2020 RMB million |
|||||||||||||
For the year ended December 31, 2020 |
||||||||||||||||
Deferred tax assets: |
||||||||||||||||
Net effect on right-of-use |
( |
) | — | |||||||||||||
Accrued expenses |
— | |||||||||||||||
Provision for major overhauls |
— | |||||||||||||||
Contract liabilities/other non-current liabilities |
( |
) | — | |||||||||||||
Provision for impairment losses |
— | |||||||||||||||
Provision for tax losses |
— | |||||||||||||||
Change in fair value of derivative financial liabilities |
— | — | ||||||||||||||
Others |
— | |||||||||||||||
Deferred tax liabilities: |
||||||||||||||||
Accrued expenses |
( |
) | — | ( |
) | |||||||||||
Depreciation allowances under tax in excess of the related depreciation under accounting |
( |
) | ( |
) | — | ( |
) | |||||||||
Change in fair value of derivative financial assets |
( |
) | — | — | ||||||||||||
Change in fair value of other equity instrument investments |
( |
) | — | ( |
) | |||||||||||
Change in fair value of other non-current financial assets |
( |
) | — | ( |
) | |||||||||||
Change in fair value of derivative financial liabilities |
( |
) | — | ( |
) | |||||||||||
Fair value re-measurement of identifiable assets in business combination |
( |
) | — | ( |
) | |||||||||||
Others |
( |
) | — | ( |
) | |||||||||||
( |
) | ( |
) | ( |
) | |||||||||||
Net deferred tax assets |
||||||||||||||||
29 |
Deferred tax assets/(liabilities) (continued) |
(b) |
Reconciliation to the consolidated statement of financial position: |
2021 RMB million |
2020 RMB million |
|||||||
Net deferred tax asset recognized in the statement of financial position |
||||||||
Net deferred tax liability recognized in the statement of financial position |
( |
) | ( |
) | ||||
|
|
|
|
|||||
|
|
|
|
(c) |
Deferred tax assets not recognized |
2021 RMB million |
2020 RMB million |
|||||||
Expiring in : |
||||||||
2021 |
||||||||
2022 |
||||||||
2023 |
||||||||
2024 |
||||||||
2026 |
||||||||
2028 |
||||||||
|
|
|
|
|||||
|
|
|
|
30 |
Other assets |
Software RMB million |
Leasehold improvements RMB million |
Others RMB million (Note) |
Total RMB million |
|||||||||||||
At January 1, 2020 |
||||||||||||||||
Additions |
||||||||||||||||
Transferred from construction in progress |
||||||||||||||||
Amortisation for the year |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
At December 31, 202 0 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At January 1, 202 1 |
||||||||||||||||
Additions |
||||||||||||||||
Transferred from construction in progress |
||||||||||||||||
Disposal |
( |
) | ( |
) | ( |
) | ||||||||||
Amortisation for the year |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Provision for impairment losses |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At December 31, 2021 |
||||||||||||||||
|
|
|
|
|
|
|
|
Note: | As at December 31, 2021, the amounts include prepayments of RMB Notes 42(b)&50(c)). |
31 |
Inventories |
2021 RMB million |
2020 RMB million |
|||||||
Consumable spare parts and maintenance materials |
||||||||
Other supplies |
||||||||
|
|
|
|
|||||
Less: provision |
( |
) |
( |
) | ||||
|
|
|
|
|||||
|
|
|
|
2021 RMB million |
2020 RMB million |
|||||||
At January 1 |
||||||||
Provision for inventories |
||||||||
Written - off upon disposal |
( |
) |
( |
) | ||||
|
|
|
|
|||||
At December 31 |
||||||||
|
|
|
|
32 |
Trade receivables |
2021 RMB million |
2020 RMB million |
|||||||
Trade receivables |
||||||||
Less: loss allowance |
( |
) |
( |
) | ||||
|
|
|
|
|||||
|
|
|
|
(a) |
Ageing analysis |
2021 RMB million |
2020 RMB million |
|||||||
Within 1 month |
||||||||
More than 1 month but less than 3 months |
||||||||
More than 3 months but less than 12 months |
||||||||
More than 1 year |
||||||||
|
|
|
|
|||||
Less: loss allowance |
( |
) |
( |
) | ||||
|
|
|
|
|||||
|
|
|
|
32 |
Trade receivables (continued) |
(b) |
Trade receivables by currencies |
2021 RMB million |
2020 RMB million |
|||||||
RMB |
||||||||
USD |
||||||||
EURO |
||||||||
HKD |
||||||||
AUD |
||||||||
BDT |
||||||||
Others |
||||||||
|
|
|
|
|||||
|
|
|
|
33 |
Other receivables |
Notes |
2021 RMB million |
2020 RMB million |
||||||||
VAT recoverable |
||||||||||
Government grants receivables |
(i) | |||||||||
Rebate receivables on aircraft acquisitions |
||||||||||
Other deposits |
||||||||||
Others |
(ii) | |||||||||
|
|
|
|
|||||||
Less: loss allowance |
(iii) | ( |
) | ( |
) | |||||
|
|
|
|
|||||||
|
|
|
|
(i) | Government grants receivables are recognized as there is reasonable assurance that they will be received and the Group has complied with the conditions attaching to them. |
(ii) | The amounts include term deposits of RMB |
(iii) | The Group lost control of Flying College in December 2020 (Note23(v)). As at December 31, 2021 and 2020, prepayment of training expenses made to Flying College amounting to RMB |
34 |
Cash and cash equivalents |
(a) |
Cash and cash equivalents comprise: |
2021 RMB million |
2020 RMB million |
|||||||
Deposits in banks and other financial institutions |
||||||||
Cash at bank and other financial institutions and on hand |
||||||||
Cash and cash equivalents in the consolidated statement of financial position |
||||||||
2021 RMB million |
2020 RMB million |
|||||||
RMB |
||||||||
USD |
||||||||
EURO |
||||||||
AUD |
||||||||
JPY |
||||||||
HKD |
||||||||
Others |
||||||||
34 |
Cash and cash equivalents (continued) |
(b) |
Reconciliation of (loss)/profit before income tax to cash generated from operating activities |
Note |
2021 RMB million |
2020 RMB million |
2019 RMB million |
|||||||||||
(Loss) / profit before income tax |
( |
) | ( |
) | ||||||||||
Adjustments for: |
||||||||||||||
Depreciation and amortization |
12 | |||||||||||||
Impairment losses on property, plant, equipment |
19 | |||||||||||||
Impairment losses on right-of-use |
21 | — | ||||||||||||
Impairment losses on other assets |
30 | — | — | |||||||||||
Credit losses |
11 | ( |
) | |||||||||||
Share of associates’ results |
24 | ( |
) | |||||||||||
Share of joint ventures’ results |
25 | ( |
) | ( |
) | ( |
) | |||||||
Gain on disposal of property, plant and equipment and construction in progress |
14 | ( |
) | ( |
) | ( |
) | |||||||
Changes in fair value of financial assets/ liabilities |
28 | ( |
) | ( |
) | |||||||||
Remeasurement of the originally held equity interests in a joint venture |
( |
) | ||||||||||||
Interest income |
( |
) | ( |
) | ( |
) | ||||||||
Interest expense |
15 | |||||||||||||
Dividends income from other non-current financial assets |
26 | ( |
) | ( |
) | ( |
) | |||||||
Exchange (gain)/losses, net |
( |
) | ( |
) | ||||||||||
Loss on disposal of a subsidiary |
23(v) |
— | — | |||||||||||
Decrease / (increase) in inventories |
31 | ( |
) | |||||||||||
Decrease in contract liabilities and other non-current liabilities |
( |
) | ( |
) | ( |
) | ||||||||
(Decrease) / increase in sales in advance of carriage |
( |
) | ( |
) | ||||||||||
(Decrease) / increase in deferred benefits and gains |
46 | ( |
) | ( |
) | |||||||||
(Increase) / decrease in operating receivables |
( |
) | ||||||||||||
Increase / (decrease) in operating payables |
( |
) | ||||||||||||
Cash generated from operating activities |
||||||||||||||
34 |
Cash and cash equivalents (continued) |
(c) |
Reconciliation of liabilities arising from financing activities |
Bank loans and other borrowings RMB million |
Lease liabilities RMB million |
Interest rate swaps RMB million |
Derivative component of convertible bonds RMB million |
Total RMB million |
||||||||||||||||
(Note 36) |
(Note 37) |
(Note 27) |
(Note 27) |
|||||||||||||||||
At January 1 , 2021 |
||||||||||||||||||||
Changes from financing cash flows: |
||||||||||||||||||||
Proceeds from bank borrowings |
— | |||||||||||||||||||
Proceeds from corporate bonds |
— | |||||||||||||||||||
Proceeds from ultra-short-term financing bills |
— | |||||||||||||||||||
Repayment of bank borrowings |
( |
) | — | ( |
) | |||||||||||||||
Repayment of ultra-short-term financing bills |
( |
) | — | ( |
) | |||||||||||||||
Repayment of corporate bonds |
( |
) | — | ( |
) | |||||||||||||||
Capital element of lease rentals paid(Note 34(d)) |
( |
) | — | ( |
) | |||||||||||||||
Total changes from financing cash flows |
( |
) | — | |||||||||||||||||
Exchange adjustments |
( |
) | — | ( |
) | |||||||||||||||
Changes in fair value |
( |
) | ||||||||||||||||||
Other changes: |
||||||||||||||||||||
Increase in lease liabilities from entering into new leases during the year (Note 52) |
— | |||||||||||||||||||
Conversion of convertible bonds to ordinary shares (Note 52) |
( |
) | — | — | ( |
) | ( |
) | ||||||||||||
Amortization amount of convertible bonds |
||||||||||||||||||||
Accrued interest expense |
— | — | — | |||||||||||||||||
Total other changes |
( |
) | ( |
) | ( |
) | ||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
34 |
Cash and cash equivalents (continued) |
(c) |
Reconciliation of liabilities arising from financing activities (continued) |
Bank loans and other borrowings |
Lease liabilities |
Interest rate swaps |
Cross currency swaps |
Derivative component of convertible bonds |
Total |
|||||||||||||||||||
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
|||||||||||||||||||
(Note 36) |
(Note 37) |
(Note 27) |
(Note 27) |
|||||||||||||||||||||
At January 1, 2020 |
( |
) | ( |
) | — | |||||||||||||||||||
Changes from financing cash flows: |
||||||||||||||||||||||||
Proceeds from bank borrowings |
— | — | — | — | ||||||||||||||||||||
Proceeds from ultra-short-term financing bills |
— | — | — | — | ||||||||||||||||||||
Proceeds from corporate bonds |
— | — | — | — | ||||||||||||||||||||
Repayment of bank borrowings |
( |
) | — | — | — | — | ( |
) | ||||||||||||||||
Repayment of ultra-short-term financing bills |
( |
) | — | — | — | — | ( |
) | ||||||||||||||||
Repayment of corporate bonds |
( |
) | — | — | — | — | ( |
) | ||||||||||||||||
Capital element of lease rentals paid(Note 34(d)) |
— | ( |
) | — | — | — | ( |
) | ||||||||||||||||
Total changes from financing cash flows |
( |
) | — | — | — | |||||||||||||||||||
Exchange adjustments |
( |
) | — | — | ( |
) | ||||||||||||||||||
Changes in fair value |
— | — | ( |
) | ( |
) | ||||||||||||||||||
Other changes: |
||||||||||||||||||||||||
Increase in lease liabilities from entering into new leases during the year (Note 5 2 ) |
— | — | — | — | ||||||||||||||||||||
Amount initially recognized as the derivative component of convertible bonds |
( |
) | — | — | — | — | ||||||||||||||||||
Amortization amount of convertible bonds |
— | — | — | — | ||||||||||||||||||||
Total other changes |
( |
) | — | — | ||||||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||
34 |
Cash and cash equivalents (continued) |
(d) |
Total cash outflow for leases |
2021 |
2020 |
2019 |
||||||||||
RMB million |
RMB million |
RMB million |
||||||||||
Within operating cash flows |
( |
) | ( |
) | ( |
) | ||||||
Within investing cash flows |
( |
) | ( |
) | ( |
) | ||||||
Within financing cash flows |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
( |
) | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
RMB million |
RMB million |
RMB million |
||||||||||
Lease rentals paid |
( |
) | ( |
) | ( |
) | ||||||
Acquisition of land use rights |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
( |
) | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
35 |
Assets held for sale |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Aircraft and other flight equipment |
|
|
||||||
|
|
|
|
36 |
Borrowings |
(a) | Borrowings are analyzed as follows: |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Non-current |
||||||||
Long-term borrowings |
||||||||
Corporate bonds (Note (ii)) |
||||||||
Convertible bonds (Note 27(iii)) |
||||||||
Medium-term notes (Note (iii)) |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Current |
||||||||
Current portion of long-term borrowings |
||||||||
Short-term borrowings |
||||||||
Ultra-short-term financing bills |
||||||||
Current portion of corporate bonds and medium-term notes (Notes (ii)&(iii)) |
||||||||
Current portion of convertible bonds (Note 27(iii)) |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Total borrowings |
||||||||
|
|
|
|
|||||
The borrowings are repayable: |
||||||||
Within one year |
||||||||
In the second year |
||||||||
In the third to fifth year |
||||||||
After the fifth year |
||||||||
|
|
|
|
|||||
Total borrowings |
||||||||
|
|
|
|
36 |
Borrowings (continued) |
(a) | Borrowings are analyzed as follows (continued): |
(i) | As at December 31, 2021, the Group did not have any secured bank borrowings (December 31, 2020: |
(ii) | The Company issued corporate bonds with aggregate nominal value of RMB , 2016 at a bond rate of |
(iii) | The Company issued medium-term notes with aggregate nominal value of RMB1,000 million in 2019 at an annual interest rate of 3.20% with a term of 3 years. As at December 31, 2021, the medium-term notes will mature within 1 year. |
(b) | As at December 31, 2021, the Group’s weighted average interest rates on short-term borrowings were |
36 |
Borrowings (continued) |
(c) | Details of borrowings with original maturity over one year are as follows: |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Renminbi denominated borrowings |
||||||||
Fixed interest rate at |
||||||||
Corporate bond - Fixed interest rate at |
||||||||
Convertible bond - Fixed interest rate (Note27(iii)) |
||||||||
Medium-term notes - Fixed interest rate at |
||||||||
Floating interest rates at |
||||||||
Less: borrowings due within one year classified as current liabilities |
( |
) | ( |
) | ||||
(d) | The carrying amounts of the borrowings are denominated in the following currencies: |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Renminbi |
||||||||
(e) | The balance of long-term borrowings as at December 31, 2021 included entrusted loans from CSAH via Finance Company to the Group amounted t o RMB |
(f) | Certain of the Group’s banking facilities are subject to the fulfilment of covenants relating to certain of the Group’s consolidated statement of financial position ratios, as are commonly found in lending arrangements with financial institutions. If the Group were to breach the covenants, the drawn down facilities would become payable on demand. The Group regularly monitors its compliance with these covenants. Further details of the Group’s management of liquidity risk are set out in Note 4(a). As at December 31, 2021 and 2020, none of the covenants relating to drawn down facilities had been breached. |
37 |
Lease liabilities |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Within 1 year |
||||||||
After 1 year but within 2 years |
||||||||
After 2 years but within 5 years |
||||||||
After 5 years |
||||||||
Obligations by denominated currencies |
||||||||||||||||||||||||||||
For the year ended December 31, 2021 |
Effective interest rate |
USD RMB million |
Japanese Yen RMB million |
Renminbi RMB million |
Euro RMB million |
Other currencies RMB million |
Total RMB million |
|||||||||||||||||||||
Fixed interest rates |
||||||||||||||||||||||||||||
Floating interest rates |
||||||||||||||||||||||||||||
Obligations by denominated currencies |
||||||||||||||||||||||||||||
For the year ended December 31, 2020 |
Effective interest rate |
USD RMB million |
Japanese Yen RMB million |
Renminbi RMB million |
Euro RMB million |
Other currencies RMB million |
Total RMB million |
|||||||||||||||||||||
Fixed interest rates |
% ~ % |
|||||||||||||||||||||||||||
Floating interest rates |
% ~ % |
|||||||||||||||||||||||||||
38 |
Trade payables |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Within 1 month |
||||||||
More than 1 month but less than 3 months |
||||||||
More than 3 months but less than 6 months |
||||||||
More than 6 months but less than 1 year |
||||||||
More than 1 year |
||||||||
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Renminbi |
||||||||
USD |
||||||||
Others |
||||||||
39 |
Contract liabilities |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Unredeemed credits under the frequent flyer award programs (Note) |
||||||||
Others |
||||||||
|
|
|
|
|||||
|
|
|
|
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Balance at January 1 |
||||||||
-Current |
||||||||
-Non-current |
||||||||
Addition as a result of increase of the unredeemed credits under the frequent flyer award programs |
||||||||
Reduction as a result of revenue recognized during the year |
( |
) | ( |
) | ||||
-Recognized as revenue from opening balance of contract liabilities |
( |
) | ( |
) | ||||
-Recognized as revenue from current year addition of contract liabilities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Balance at December 31 |
||||||||
|
|
|
|
|||||
Representing: |
||||||||
-Current |
||||||||
-Non-current (Note 41) |
40 |
Sales in advance of carriage |
41 |
Other non-current liabilities |
2021 |
2020 |
|||||||||||
Note |
RMB million |
RMB million |
||||||||||
Unredeemed credits under the frequent flyer award programs |
39 | |||||||||||
Long-term payables (Note) |
||||||||||||
Others |
||||||||||||
|
|
|
|
|||||||||
|
|
|
|
Note: | In 2020, the Group disposed certain aircraft through sale and leaseback agreement, and the long-term payables were additional financing provided by buyer-lessor to the Group in aircraft sale and leaseback transactions. As at December 31, 2021, long-term payables of RMB |
42 |
Balances with related companies |
(a) |
Amounts due from related companies |
2021 |
2020 |
|||||||||||
Note |
RMB million |
RMB million |
||||||||||
Current |
||||||||||||
CSAH and its affiliates |
||||||||||||
Associates |
||||||||||||
Joint ventures |
||||||||||||
Other related company |
||||||||||||
|
|
|
|
|||||||||
50(c) | ||||||||||||
|
|
|
|
|||||||||
2021 |
2020 |
|||||||||||
RMB million |
RMB million |
|||||||||||
Non-current |
||||||||||||
Associates |
50(c) | |||||||||||
|
|
|
|
(b) |
Prepayments to related companies for acquisition of long-term assets |
2021 |
2020 |
|||||||||||
Note |
RMB million |
RMB million |
||||||||||
Non-current |
||||||||||||
CSAH and its affiliates |
||||||||||||
Associates |
||||||||||||
Joint ventures |
||||||||||||
|
|
|
|
|||||||||
30&50(c) | ||||||||||||
|
|
|
|
42 |
Balances with related companies (continued) |
(c) |
Amounts due to related companies |
2021 |
2020 |
|||||||||||
Note |
RMB million |
RMB million |
||||||||||
Current |
||||||||||||
CSAH and its affiliates |
||||||||||||
Associates |
||||||||||||
Joint ventures |
||||||||||||
50(c) | ||||||||||||
43 |
Accrued expenses |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Repairs and maintenance |
||||||||
Salaries and welfare |
||||||||
Landing and navigation fees |
||||||||
Jet fuel costs |
||||||||
Computer reservation services |
||||||||
Provision for major overhauls (Note 45) |
||||||||
Air catering expenses |
||||||||
Interest expense |
||||||||
Others |
||||||||
44 |
Other liabilities |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Payable for purchase of property, plant and equipment |
||||||||
Civil Aviation Development Fund and airport tax payable |
||||||||
Sales agent deposits |
||||||||
Other taxes payable |
||||||||
Deposit received for chartered flights |
||||||||
Others |
||||||||
45 |
Provision for major overhauls |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
At January 1 |
||||||||
Additional provision |
||||||||
Utilization |
( |
) | ( |
) | ||||
At December 31 |
||||||||
Less: current portion (Note 43) |
( |
) | ( |
) | ||||
46 |
Deferred benefits and gains |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Maintenance rebates |
||||||||
Government grants |
||||||||
Others |
||||||||
47 |
Share capital |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Registered, issued and paid up capital: |
||||||||
Trade-restricted: |
||||||||
— |
||||||||
Tradable: |
||||||||
each) (Notes (ii) & (iii)) |
||||||||
(i) | All the A and H shares rank pari passu in all material respects. |
(ii) | For the year ended December 31, 2021, |
(iii) | In September 2018, the Company issued December 31, 2021 , the trading restriction on |
(iv) | In September 2018 and April 2020, the Company issued H shares (“2020 H shares”) to a fellow subsidiary of CSAH. Considering that the 2018 H shares and the 2020 H shares are not subject to restrictions on sales in nature, the 2018 H shares and the 2020 H shares were reclassified from trade-restricted shares to tradable shares during the year ended December 31, 2021. |
48 |
Reserves |
(a) |
Dividends |
(b) |
Share premium |
(c) |
Fair value reserve (recycling) |
(d) |
Fair value reserve (non-recycling) |
(e) |
Other reserves |
49 |
Commitments |
(a) |
Capital commitments |
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
Commitments in respect of aircraft and flight equipment |
||||||||
– authorized and contracted for |
||||||||
|
|
|
|
|||||
Investment commitments |
||||||||
– authorised and contracted for |
||||||||
– share of capital commitments of a joint venture |
||||||||
– capital contributions for acquisition of interests in an associate |
— |
|||||||
– authorized but not contracted for |
||||||||
– share of capital commitments of a joint venture |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Commitments for other property, plant and equipment |
||||||||
– authorized and contracted for |
||||||||
– authorized but not contracted for |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
|
|
|
|
2021 |
2020 |
|||||||
RMB million |
RMB million |
|||||||
2021 |
||||||||
2022 |
||||||||
2023 |
||||||||
2024 |
||||||||
|
|
|
|
|||||
|
|
|
|
50 |
Material related party transactions |
(a) |
Key management personnel remuneration |
2021 |
2020 |
2019 |
||||||||||
RMB ’000 |
RMB ’000 |
RMB ’000 |
||||||||||
Salaries, wages and welfare |
||||||||||||
Retirement scheme contributions |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
RMB ’000 |
RMB ’000 |
RMB ’000 |
||||||||||
Directors and supervisors (Note 5 8 ) |
||||||||||||
Senior management |
||||||||||||
50 |
Material related party transactions (continued) |
(b) |
Transactions with CSAH and its affiliates, associates, joint ventures and other related companies of the Group |
2021 |
2020 |
2019 |
||||||||||||
Note |
RMB million |
RMB million |
RMB million |
|||||||||||
Income from CSAH and its affiliates |
||||||||||||||
Rental income |
(i) | |||||||||||||
Aviation material sales income |
(ii) | |||||||||||||
Entrusted management income |
(iii) | |||||||||||||
Commission income |
(iv) | |||||||||||||
Others |
||||||||||||||
Purchase of goods and services from CSAH and its affiliates |
||||||||||||||
Commission expenses |
(v) | |||||||||||||
Maintenance material purchase expense and lease charges for maintenance material s |
(ii) | |||||||||||||
Air catering supplies expenses |
(i) | |||||||||||||
Lease charges for land and buildings |
(vi) | |||||||||||||
Property management fee |
(vii) | |||||||||||||
Others |
||||||||||||||
Purchase of goods and services from joint ventures and associates |
||||||||||||||
Repairing charges |
(viii) | |||||||||||||
Repairing charges and maintenance material purchase expenses |
(ix) | |||||||||||||
Ground service expenses |
(x) | |||||||||||||
Air catering supplies |
(xi) | |||||||||||||
Advertising expenses |
(xii) | |||||||||||||
Property management fee |
(xiii) | |||||||||||||
Lease charges for land and buildings |
(xiv) | |||||||||||||
Commission expenses |
(xv) | |||||||||||||
Others |
||||||||||||||
Income received from joint ventures and associates |
||||||||||||||
Maintenance material sales and handling income |
(xvi) | |||||||||||||
Entrustment income for advertising media business |
(xii) | |||||||||||||
Repairing income |
(xv) | |||||||||||||
Air catering supplies income |
(xv) | |||||||||||||
Pilot training income |
(xv) | |||||||||||||
Ground service income |
(xv)&(xviii) | |||||||||||||
Transfer of pilots income |
(xv) | |||||||||||||
Aircraft leasing income |
(xvii) | |||||||||||||
Labor service income and rental income |
(xix) | |||||||||||||
Others |
50 |
Material related party transactions (continued) |
(b) |
Transactions with CSAH and its affiliates, associates, joint ventures and other related companies of the Group (continued) |
2021 |
2020 |
2019 |
||||||||||||||
Note |
RMB million |
RMB million |
RMB million |
|||||||||||||
Purchase of goods and services from other related companies |
||||||||||||||||
Computer reservation services |
(xx) | |||||||||||||||
Aviation supplies expenses |
(xxi) | |||||||||||||||
Canteen service |
(xxi) | |||||||||||||||
Others |
||||||||||||||||
Aircraft related transactions with CSAH and its affiliates |
||||||||||||||||
Payment of lease charges on aircraft |
(xxii) |
(i) |
Shenzhen Air Catering Co., Ltd. (“SACC”) is an associate of CSAH. |
(ii) |
China Aviation Supplies Holding Company (“CASC”) is an associate of CSAH. |
(iii) |
China Northern Airlines Co., Ltd. (“CNAC”) is a wholly-owned subsidiary of CSAH. |
(iv) |
China Southern Airlines Insurance Brokerage Co., Ltd. (“SAIB”), is a wholly-owned subsidiary of CSAH. The Group provides certain website resources to SAIB for the sales of air insurance. |
(v) |
Commission is earned by Shenzhen Baiyun Air Service Co.,Ltd., a wholly-owned subsidiary of CSAH, in connection with the air tickets sold by them on behalf of the Group. Commission is calculated based on the rates stipulated by the Civil Aviation Administration of China and International Air Transportation Association. |
(vi) |
The Group leases certain land and buildings in the PRC from CSAH and its affiliates. The amount represents rental expenses for land and buildings paid or payable to CSAH and its affiliates. |
50 |
Material related party transactions (continued) |
(b) |
Transactions with CSAH and its affiliates, associates, joint ventures and other related companies of the Group (continued) |
(vii) |
China Southern Airlines Group Property Management Co., Ltd., a wholly-owned subsidiary of CSAH, and COHL&CSAH Construction Development Co.,Ltd., a joint venture of CSAH, both provide property management services to the Group. |
(viii) |
MTU, a joint venture of the Group, provides comprehensive maintenance services to the Group. |
(ix) |
GAMECO, a joint venture of the Group, and Shenyang Aircraft Maintenance, a former joint venture of the Group, both provide comprehensive maintenance services and leases maintenance materials to the Group. Shenyang Aircraft Maintenance became a wholly-owned subsidiary of the Group on April 23, 2019. |
(x) |
Beijing Aviation Ground Services Co.,Ltd. and Shenyang Konggang, associates of the Group provide ground services to the Group. |
(xi) |
Beijing Airport Inflight Kitchen Co.,Ltd. is an associate of the Group and provides air catering related services to the Group. |
(xii) |
SACM, an associate of the Group, provides advertising services to the Group. The Group provides certain media resources to SACM. |
(xiii) |
Xinjiang Civil Aviation Property Management Ltd., an associate of the Group, provides property management services to the Group. |
(xiv) |
Beijing Xingming Lake Jinyan Hotel Co., Ltd. an associate of the Group, provides land and buildings lease services to the Group. |
(xv) |
The Group provides repairing service and air catering supplies service to Sichuan Airlines. |
(xvi) |
The Group imports and sells maintenance materials to GAMECO and MTU, and earns maintenance materials sales and handling income. |
(xvii) |
The Group provides aircraft lease service to Sichuan Airlines and earns aircraft leasing income. |
(xviii) |
The Group provides ground services to Shenyang Konggang, which is an associate of the Group. |
(xix) |
The Group provides labor service to Shenyang Aircraft Maintenance, and the charge rates are determined by reference to prevailing market price. In addition, the Group leases certain property and equipment to Shenyang Aircraft Maintenance. |
50 |
Material related party transactions (continued) |
(b) |
Transactions with CSAH and its affiliates, associates, joint ventures and other related companies of the Group (continued) |
(xx) |
China Travel Sky Holding Company is a related party of the Group as a key management personnel of the Group was appointed as the director of China Travel Sky Holding Company. It provides computer reservation services to the Group. |
(xxi) |
The chairman of Pearl Aviation Services is the key management personnel of the Company. The Group purchases aviation supplies and canteen services from Pearl Aviation Services. |
(xxii) |
China Southern Airlines International Finance Leasing Co., Ltd. (“CSA International”), originally a wholly owned subsidiary of CSAH, and became a joint venture of CSAH in 2019, provides aircraft and engines lease services to the Group. Also, the Group disposed aircraft to CSA International. |
50 |
Material related party transactions (continued) |
(c) |
Balances with CSAH and its affiliates, associates, joint ventures and other related companies of the Group |
2021 |
2020 |
|||||||||||
Note |
RMB million |
RMB million |
||||||||||
Current receivables: |
||||||||||||
CSAH and its affiliates |
||||||||||||
Associates |
||||||||||||
Joint ventures |
||||||||||||
Other related company |
||||||||||||
|
|
|
|
|||||||||
42(a) | ||||||||||||
|
|
|
|
|||||||||
2021 |
2020 |
|||||||||||
Note |
RMB million |
RMB million |
||||||||||
Long-term receivables: |
||||||||||||
Associates |
||||||||||||
|
|
|
|
|||||||||
42(a) | ||||||||||||
|
|
|
|
|||||||||
2021 |
2020 |
|||||||||||
Note |
RMB million |
RMB million |
||||||||||
Prepayments of acquisition of long-term assets: |
||||||||||||
CSAH and its affiliates |
||||||||||||
Associates |
||||||||||||
Joint ventures |
||||||||||||
|
|
|
|
|||||||||
30&42(b) | ||||||||||||
|
|
|
|
|||||||||
2021 |
2020 |
|||||||||||
Note |
RMB million |
RMB million |
||||||||||
Payables: |
||||||||||||
CSAH and its affiliates |
||||||||||||
Associates |
||||||||||||
Joint ventures |
||||||||||||
|
|
|
|
|||||||||
42(c) | ||||||||||||
|
|
|
|
50 |
Material related party transactions (continued) |
(c) |
Balances with CSAH and its affiliates, associates, joint ventures and other related companies of the Group (continued) |
2021 RMB million |
2020 RMB million |
|||||||
Accrued expenses: |
||||||||
CSAH and its affiliates |
||||||||
Associates |
||||||||
Joint ventures |
||||||||
Other related companies |
||||||||
Lease liabilities: |
||||||||
The CSAH and its affiliates |
||||||||
(d) |
Loans from and deposits placed with related parties |
(i) |
Loans from Finance Company |
2021 RMB million |
2020 RMB million |
|||||||
Within 1 year |
||||||||
After 1 year but within 2 years |
||||||||
After 2 years but within 5 years |
||||||||
50 |
Material related party transactions (continued) |
(d) |
Loans from and deposits placed with related parties (continued) |
(ii) |
Entrusted loans from CSAH |
(iii) |
Convertible bonds subscribed by CSAH |
(iv) |
Medium-term notes subscribed by Finance Company |
(v) |
Deposits placed with Finance Company |
2021 RMB million |
2020 RMB million |
|||||||
Deposits placed with Finance Company |
||||||||
51 |
Employee benefits plan |
(a) |
Retirement benefits |
(b) |
Housing benefits |
52 |
Supplementary information to the consolidated cash flow statement |
2021 RMB million |
2020 RMB million |
|||||||
Lease of aircraft |
||||||||
Convertible bonds converted to A shares |
— |
53 |
Contingent liabilities |
(a) |
The Group leased certain properties and buildings from CSAH which were located in Guangzhou, Wuhan, Haikou, etc. Although such properties and buildings were used by CSAH before being leased to the Group, as known to the Group, such properties and buildings lack adequate documentation evidencing CSAH’s rights thereto. Pursuant to the indemnification agreement dated May 22, 1997 entered into between the Group and CSAH, CSAH has agreed to indemnify the Group against any loss or damage arising from any challenge of the Group’s right to use the aforementioned properties and buildings. |
(b) |
The Group entered into certain agreements with CSAH in prior years to acquire certain land use right and buildings from CSAH. The change of business registration of such land use right and buildings are still in progress. CSAH issued letters of commitment to the Company, committing to indemnify the Group against any claims from third parties to the Group, or any loss or damage in the Group’s operation activities due to lack adequate documentation of the certain properties and buildings, without recourse to the Group. |
(c) |
The Company and its subsidiary, Xiamen Airlines, entered into agreements with certain pilot trainees and certain banks to provide guarantees on personal bank loans amounting to RMB |
54 |
Immediate and ultimate controlling party |
55 |
Approval of financial statements |
56 |
Non-adjusting events after the financial year end |
57 |
Impacts of COVID-19 pandemic |
58 |
Directors’ and supervisors’ emoluments |
Name | Directors’ fees |
Salaries, wages and welfare |
Housing allowance |
Employer’s contribution to a retirement benefit scheme |
Total | |||||||||||||||
RMB ‘000 |
RMB ‘000 |
RMB ‘000 |
RMB ‘000 |
RMB ‘000 |
||||||||||||||||
Executive directors |
||||||||||||||||||||
Ma Xu Lun (Note (i)) |
||||||||||||||||||||
Han Wen Sheng (Note (i) |
||||||||||||||||||||
Supervisors |
||||||||||||||||||||
Li Jia Shi ( Notes (ii)&(xii))) |
||||||||||||||||||||
Ren Ji Dong(Notes (iii)&(xiii)) |
||||||||||||||||||||
Lin Xiao Chun |
||||||||||||||||||||
Mao Juan (Note ( x )) |
||||||||||||||||||||
Yang Bin (Note ( xi )) |
||||||||||||||||||||
Independent non-executive directors |
||||||||||||||||||||
Liu Chang Le (Note ( ix )) |
||||||||||||||||||||
Guo Wei (Note ( ix )) |
||||||||||||||||||||
Yan Yan (Note ( ix )) |
||||||||||||||||||||
Gu Hui Zhong |
||||||||||||||||||||
Tan Jin Song (Note ( viii )) |
||||||||||||||||||||
Jiao Shu Ge (Note ( viii )) |
||||||||||||||||||||
Zheng Fan (Note ( viii )) |
58 |
Directors’ and supervisors’ emoluments (continued) |
Directors’ fees |
Salaries, wages and welfare |
Housing allowance |
Employer’s contribution to a retirement benefit scheme |
Total | ||||||||||||||||
Name | RMB ’000 |
RMB ’000 |
RMB ’000 |
RMB ’000 |
RMB ’000 |
|||||||||||||||
Executive directors |
||||||||||||||||||||
Wang Chang Shun ( Notes (i)&(vii)) |
||||||||||||||||||||
Ma Xu Lun (Note (i)) |
||||||||||||||||||||
Han Wen Sheng (Note (i)) |
||||||||||||||||||||
Supervisors |
||||||||||||||||||||
Li Jia Shi (Note (ii)) |
||||||||||||||||||||
Mao Juan |
||||||||||||||||||||
Lin Xiao Chun |
||||||||||||||||||||
Independent non-executive directors |
||||||||||||||||||||
Tan Jin Song |
||||||||||||||||||||
Jiao Shu Ge |
||||||||||||||||||||
Zheng Fan (Note (iv )) |
||||||||||||||||||||
Gu Hui Zhong (Note (iv )) |
58 |
Directors’ and supervisors’ emoluments (continued) |
Name | Directors’ fees |
Salaries, wages and welfare |
Housing allowance |
Employer’s contribution to a retirement benefit scheme |
Total | |||||||||||||||
RMB ‘000 |
RMB ‘000 |
RMB ‘000 |
RMB ‘000 |
RMB ‘000 |
||||||||||||||||
Executive directors |
||||||||||||||||||||
Wang Chang Shun (Note (i)) |
||||||||||||||||||||
Ma Xu Lun ( Notes (i)&(v) |
||||||||||||||||||||
Han Wen Sheng (Note s (i)&(v )) |
||||||||||||||||||||
Zhang Zi Fang (Notes (i)&(vi) |
||||||||||||||||||||
Supervisors |
||||||||||||||||||||
Pan Fu(Notes (i)&(vi)) |
||||||||||||||||||||
Li Jia Shi (Note (ii)) |
||||||||||||||||||||
Mao Juan |
||||||||||||||||||||
Lin Xiao Chun (Note (v)) |
||||||||||||||||||||
Independent non-executive directors |
||||||||||||||||||||
Tan Jin Song |
||||||||||||||||||||
Jiao Shu Ge |
||||||||||||||||||||
Zheng Fan (Note ( iv )) |
||||||||||||||||||||
Gu Hui Zhong (Note ( iv )) |
(i) |
These directors or supervisors did not receive any remuneration for their services in the capacity of the directors or supervisors of the Company. They also held management positions in CSAH and their salaries were borne by CSAH. |
(ii) |
Mr. Li Jia Shi did not receive any remuneration for his service in the capacity of the supervisor of the Company since February 1, 2018. He also held management position in CSAH and his salary was borne by CSAH. |
(iii) |
Mr. Ren Ji Dong did not receive any remuneration for his service in the capacity of the supervisor of the Company but received salary for his service in the capacity of the senior management in 2021. He also held management position in CSAH and his salary for his services was borne by CSAH since November 2021. |
(iv) |
In 2020 and 2019, Mr. Zheng Fan and Mr. Gu Hui Zhong received remuneration in accordance with the relevant provisions of the PRC. |
58 |
Directors’ and supervisors’ emoluments (continued) |
(v) |
Appointed on May 8, 2019. |
(vi) |
Resigned on May 8, 2019. |
(vii) |
Mr. Wang Chang Shun retired on December 21, 2020. |
(viii) |
Resigned on April 30, 2021. |
(ix) |
Appointed on April 30, 2021. |
(x) |
Resigned on November 24, 2021. |
(xi) |
Appointed on November 24, 2021. |
(xii) |
Resigned on December 28, 2021. |
(xiii) |
Appointed on December 28, 2021. |
59 |
Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2021 |
Effective for accounting periods beginning on or after |
||||
Amendments to IAS 37, Onerous Contracts — Cost of Fulfilling a Contract |
||||
Annual Improvements to IFRS Standards 2018-2020 Cycle |
||||
Amendments to IAS 16, Property, Plant and Equipment: Proceeds before Intended Use |
||||
Amendments to IFRS 3, Reference to the Conceptual Framework |
||||
Amendments to IAS 1, Classification of liabilities as current or non-current |
||||
Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of accounting policies |
||||
Amendments to IAS 8, Definition of accounting estimates |
||||
Amendments to IAS 12, Deferred tax related to assets and liabilities arising from a single transaction |