A17 2019年4月4日（星期四）

2019年4月4日（星期四） AIRLINES HOLDING COMPANY2019年4月 4LIMITED日（星期四） Capital Contribution Equity Percentage The Haihang Aviation Group pledged 60.78% stock of the Haihang Aviation Technology to two financial ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIRECTORS No. Shareholder (In RMB yuan) (%) institutions. Presently, above mentioned stock pledged has not been discharged yet. For the sake of this equity HOLDING COMPANY LIMITED acquisition, the Haihang Aviation Group shall lift the stock pledge within 90 working days from the approving date of The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there 1 The Hainan Airlines Holding Co., Ltd. 3,242,758,000 73.92 the shareholder’s general meeting of the Company on such trading proposal. is no significant omission, fictitious description or serious misleading of information in this announcement and they will 4.3 Acquisition price and pricing policy The Foreign Economy and Trade Trust Co., Ltd. take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. 2 1,143,887,100 26.08 An independent institute is executing the audit and evaluation work of the Haihang Aviation Technology, which The 42nd session of the eighth board of directors of the Hainan Airlines Holding Company Limited (hereinafter would be completed before 2019 Third Extraordinary General Meeting of Shareholders after this session of the board referred to as the Company) was convened in the method of communication on April 3 of 2019. The entire board of Total 4,386,645,100 100.00 of directors. In consideration of above mentioned situation and through friendly negotiation, the price of this transaction directors (nine directors) participated the meeting, which conforms to the regulations of the Company Law and Articles 3.7 Key financial Data: As of Dec. 31 of 2017, the audited total assets of the Xinhua Airlines Group accounted shall choose the lower amount between the pre-evaluation value of 100% shares of the Haihang Aviation Technology of Association of the Company. During the meeting, following proposals were deliberated and passed through: for RMB 15,533,394,200 yuan and net assets for RMB 12,370,821,900 yuan. The audited operation income in 2017 for RMB 5,489,601,800 yuan in the Stock Issue and Assets Buying Pre-plan (Revision) disclosed by the Company on 1.The Report on Minority Equity Acquisition of the Xinhua Airlines Group accounted for RMB 5,521,252,100 yuan and net profit for RMB365,238,700 yuan. July 20 of 2018, which was calculated by adopting the income method and taking December 31 of 2017 as benchmark The Company plans to acquire 12.18% stock right of the Group Company Limited (hereinafter As of September 30 of 2018, the total audited assets of the Xinhua Airlines Group accounted for RMB date for assessment, and result of the Assessment Report issued by the independent third-party audit & evaluation referred to as the Xinhua Airlines Group) held by the Jiaxing Xingsheng Haixin Investment Partnership (LP, hereinafter 15,249,605,400 yuan and net assets for RMB 12,272,369,500 yuan. The audited operation income in January- institution. The final trading price shall not exceed RMB 3,336,816,800 yuan. The trading price is fair and reasonable. referred to as the Jiaxing Xingsheng) at the price of RMB 1,564,986,500 yuan. Upon the completion of the equity September of 2018 accounted for RMB 4,327,006,700 yuan and net profit for -RMB 69,637,900 yuan. 4.4 Payment method acquisition, the Company would hold 73.92% stock right of the Xinhua Airlines Group. The Hainan Airlines Holding 4.Main Content and Pricing Policy of the Equity Transfer Agreement 4.4.1 With the consent of all contracting parties, Party A would offset against the current account to be paid by Party Company Limited, the Jiaxing Xingsheng and the HNA Group Company Limited (hereinafter referred to as the HNA 4.1 Trading parties C with the acquisition payment of 60.78% equity of the Haihang Aviation Technology for amount of no more than Group) would sign the Equity Transfer Agreement and carry out the relevant duties and obligations. Party A : The Hainan Airlines Holding Co., Ltd. RMB 3,336,816,800 yuan to be paid to Party B. Opinions of Independent Directors: The proposal of minority equity acquisition of the Xinhua Airlines Group had Party B : The Jiaxing Xingsheng Haixin Investment Partnership (LP) 4.4.2 After offsetting above-mentioned trading payment, the acquisition payment of no more than RMB been submitted to the 37th session of the eighth board of directors for deliberation and approved on Dec. 12 of 2018, Party C : The HNA Group Company Limited 3,336,816,800 yuan for 60.78% equity of the Haihang Aviation Technology, which shall be paid to Party B by Party A, but not to the general meeting of shareholders for approval. Presently, it’s submitted again to the 42nd session of the 4.2 Object company: The China Xinhua Airlines Group Company Limited would be settled. eighth board of directors for deliberation and approval after reasonable adjustment and perfection of the trading scheme 4.3 Acquisition price and pricing policy 4.5 Settlement of disputes based on multi-disciplinary approach and demonstration of the trading plan. The Company plans to acquire 12.18% stock right of the Xinhua Airlines Group from the Jiaxing Xingsheng at The conclusion, execution, validity and interpretation of this Agreement shall apply to the laws and regulations of The minority equity acquisition would enhance the control of the Company over the Xinhua Airlines Group. It’s the trading price of RMB 1,564,986,500 yuan. According to the Assets Evaluation Report on Total Equity Value of the People’s Republic of China. Any dispute arising out of or in connection with this Agreement shall be settled by beneficial for the Company to focus on the main aviation industry, expand the proportion of main assets, enhance Xinhua Airlines Group Involved in the Equity Acquisition (No. A0166) issued by the Tongzhi Xinde () Assets negotiation of all contracting parties. coordination and resource sharing with the same industry. The price of the equity acquisition is in accordance with the Evaluation Company Limited, as of September 30 of 2018, the net assets of the Xinhua Airlines Group accounts for 4.7 Enter into force evaluation reports provided by the third party. It’s fair and reasonable. Meanwhile the payment method of the minority RMB 12,851,356,800 yuan, the evaluated value for RMB12,851,356,800 yuan. The value added rate is of 4.72%. This Agreement shall enter into force after all contracting parties carried out their own internal decision-making equity acquisition would help to eliminate transactions between the Company and associated units within the HNA Therefore the evaluated net assets per share equals to RMB 2.93 yuan per share. Referring to the above evaluation procedures and approved, signed and sealed the agreement. Group. The equity acquisition really focuses on the main business and is beneficial to the healthy development of the values and through friendly negotiation of the contracting parties, it’s agreed that the Company would acquire 12.18% 5.Influences Company. The related directors avoided from voting at the meeting of the board of directors discussing the connected stock right of the Xinhua Airlines Group at the price of RMB 2.93 yuan per share. The total trading amount would The equity acquisition is beneficial for the Company to extend its business to the upstream of air passenger transport transaction. The voting procedure is legal and effective. No activity harming the interests of the Company and all account for RMB 1,564,986,500 yuan. The trading price is fair and reasonable. industry chain, so to perfect the layout of its aviation industry chain and promote the expansion of main business of air shareholders exists. 4.4 Payment method transportation. It would further strengthen the core-competitiveness and risk-resist capacity of the integral operation of This transaction constitutes a connected transaction. The related directors, Xie Haoming, Chen Ming, Xu Jun, Wu 4.4.1 With the consent of all contracting parties, Party A would offset against the current account to be paid by Party the Company. The specific payment method shall be carried out subject to the terms of the Equity Transfer Agreement. Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the board of directors discussing the C with the acquisition payment of 12.18% equity of the Xinhua Airlines Group for amount of RMB 1,564,986,500 yuan It’s beneficial for the Company to eliminate transactions between the Company and associated units within the HNA connected transaction. to be paid to Party B. Group. It is in the best interests of the Company and all shareholders, and would not take any negative influence on the For details, please refer to the ANNOUNCEMENT ON MINORITY EQUITY ACQUISITION OF THE XINHUA 4.4.2 After offsetting above-mentioned trading payment, the acquisition payment of RMB 1,564,986,500 yuan for routine production and operation of the Company. AIRLINES GROUP disclosed on the same day with this announcement. 12.18% equity of the Xinhua Airlines Group, which shall be paid to Party B by Party A, would be settled. 6.Opinions of Independent Directors This proposal would be submitted to the general meeting for deliberation. 4.5 Settlement of disputes The acquisition object is a strong support for the development of the main business of the Company. Upon the Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. The conclusion, execution, validity and interpretation of this Agreement shall apply to the laws and regulations of completion of the transaction, the Company would initiate the strategic layout of aircraft maintenance industry based 3.The Report on Equity Acquisition of the Haihang Aviation Technology the People’s Republic of China. Any dispute arising out of or in connection with this Agreement shall be settled by on its main business of aviation transportation. It would be beneficial for the Company to provide further security to its The Company plans to acquire 60.78% stock right of the Haihang Aviation Technology Company Limited (hereinafter negotiation of all contracting parties. main business development. The Company acquires high-quality assets of aviation industry in a fair price with strong referred to as the Haihang Aviation Technology) held by the Haihang Aviation Group at the price of no more than RMB 4.6 Enter into force support of the HNA Group, which is in line with the guideline of “Focusing on Main Business”. The payment method 3,336,816,800 yuan. Upon the completion of the equity acquisition, the Haihang Aviation Technology would become This Agreement shall enter into force after all contracting parties carried out their own internal decision-making of the equity acquisition would help to eliminate transactions between the Company and associated units within the the fully-owned subsidiary of the Company. The Hainan Airlines Holding Company Limited, the Jiaxing Xingsheng procedures and approved, signed and sealed the agreement. HNA Group. The equity acquisition is beneficial to the healthy development of the Company. The related directors and the HNA Group Company Limited (hereinafter referred to as the HNA Group) would sign the Equity Transfer Influences avoided from voting at the meeting of the board of directors discussing the connected transaction. The voting procedure Agreement and carry out the relevant duties and obligations. The minority equity acquisition would enhance the control of the Company over the Xinhua Airlines Group. It’s is legal and effective. No activity harming the interests of the Company and all shareholders exists. Opinion of Independent Directors: The acquisition object is a strong support for the development of the main beneficial for the Company to improve its overall operating efficiency and allocation of its resources. It would further 7.Documents for Reference business of the Company. Upon the completion of the transaction, the Company would initiate the strategic layout promote the integration of the Companies interests. The specific payment method shall be carried out subject to the 7.1 Resolutions of the Board of Directors; of aircraft maintenance industry based on its main business of aviation transportation. It would be beneficial for the terms of the Equity Transfer Agreement. It’s beneficial for the Company to eliminate transactions between the Company 7.2 Prior Opinions of Independent Directors signed; Company to provide further security to its main business development. The Company acquires high-quality assets of and associated units within the HNA Group. It is in the best interests of the Company and all shareholders, and would 7.3 Opinions of Independent Directors signed; aviation industry in a fair price with strong support of the HNA Group, which is in line with the guideline of “Focusing not take any negative influence on the routine production and operation of the Company. 7.4 2017 Auditor’s Report and 2018 Unaudited Financial Statements of the Haihang Aviation Technology; on Main Business”. The payment method of the equity acquisition would help to eliminate transactions between the Opinions of Independent Directors 7.5 Equity Transfer Agreement Company and associated units within the HNA Group. The equity acquisition is beneficial to the healthy development The proposal of minority equity acquisition of the Xinhua Airlines Group had been submitted to the 37th session Board of Directors of the Company. The related directors avoided from voting at the meeting of the board of directors discussing the of the eighth board of directors for deliberation and approved on Dec. 12 of 2018, but not to the general meeting Hainan Airlines Holding Company Limited connected transaction. The voting procedure is legal and effective. No activity harming the interests of the Company of shareholders for approval. Presently, it’s submitted again to the 42nd session of the eighth board of directors for April 4, 2019 and all shareholders exists. deliberation and approval after reasonable adjustment and perfection of the trading scheme based on multi-disciplinary This transaction constitutes a connected transaction. The related directors, Xie Haoming, Chen Ming, Xu Jun, Wu approach and demonstration of the trading plan. Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the board of directors discussing the The minority equity acquisition would enhance the control of the Company over the Xinhua Airlines Group. It’s ANNOUNCEMENT ON EQUITY ACQUISITION OF THE TIANYU FLIGHT TRAINING connected transaction. beneficial for the Company to focus on the main aviation industry, expand the proportion of main assets, enhance For details, please refer to the ANNOUNCEMENT ON EQUITY ACQUISITION OF THE HAIHANG AVIATION coordination and resource sharing with the same industry. The price of the equity acquisition is in accordance with the HAINAN AIRLINES HOLDING COMPANY LIMITED TECHNOLOGY disclosed on the same day with this announcement. evaluation reports provided by the third party. It’s fair and reasonable. Meanwhile the payment method of the minority The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there This proposal would be submitted to the general meeting for deliberation. equity acquisition would help to eliminate transactions between the Company and associated units within the HNA is no significant omission, fictitious description or serious misleading of information in this announcement and they will Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. Group. The equity acquisition really focuses on the main business and is beneficial to the healthy development of the take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. 3.The Report on Equity Acquisition of the Tianyu Flight Training Company. The related directors avoided from voting at the meeting of the board of directors discussing the connected Important Notice: The Company plans to acquire 100% stock right of the Hainan Tianyu Flight Training Company Limited (hereinafter transaction. The voting procedure is legal and effective. No activity harming the interests of the Company and all ●● Transaction Content: The Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) referred to as the Tianyu Flight Training) held by the Haihang Aviation Group at the price of RMB 695,706,200 yuan. shareholders exists. plans to acquire 100% stock right of the Hainan Tianyu Flight Training Company Limited (hereinafter referred to as the Upon the completion of the equity acquisition, the Tianyu Flight Training would become the fully owned subsidiary of 7.Documents for Reference Tianyu Flight Training) held by the Haihang Aviation Group Company Limited (hereinafter referred to as the Haihang the Company. The Hainan Airlines Holding Company Limited, the Jiaxing Xingsheng and the HNA Group Company 7.1 Resolutions of the Board of Directors; Aviation Group) at the price of RMB 695,706,200 yuan. Upon the completion of the equity acquisition, the Tianyu Limited (hereinafter referred to as the HNA Group) would sign the Equity Transfer Agreement and carry out the 7.2 Prior Opinions of Independent Directors signed; Flight Training would become the fully owned subsidiary of the Company. The Hainan Airlines Holding Company relevant duties and obligations. 7.3 Opinions of Independent Directors signed; Limited, the Jiaxing Xingsheng and the HNA Group Company Limited (hereinafter referred to as the HNA Group) Opinions of Independent Directors: The proposal of minority equity acquisition of the Xinhua Airlines Group had 7.4 Assets Evaluation Report on Total Shareholder’s Equity Value of the Xinhua Airlines Group Involved in the would sign the Equity Transfer Agreement and carry out the relevant duties and obligations. been submitted to the 37th session of the eighth board of directors for deliberation and approved on Dec. 12 of 2018, Equity Acquisition; ●● Risk Prompt: This proposal would be executed while it was approved by shareholders of the Tianyu Flight but not to the general meeting of shareholders for approval. Presently, it’s submitted again to the 42nd session of the 7.5 Auditor’s Report of the Xinhua Airlines Group; Training and related administrative supervision or approving authorities, and all contracting parties implemented their eighth board of directors for deliberation and approval after reasonable adjustment and perfection of the trading scheme 7.6 Equity Transfer Agreement. internal examination and approving procedures. We sincerely remind the investors to make prudent decisions and pay based on multi-disciplinary approach and demonstration of the trading plan. Board of Directors attention to investment risks since there’s still uncertainty of the implementation result. The acquisition object is a strong support for the development of the main business of the Company. Upon the Hainan Airlines Holding Company Limited ●● The HNA Group Company Limited (hereinafter referred to as the HNA Group) is an important shareholder of completion of the transaction, the Company would initiate the strategic layout of flight training industry based on its April 4, 2019 the Company. The Haihang Aviation Group is controlled by the HNA Group. Therefore, this transaction constitutes main business of aviation transportation. It would be beneficial for the Company to provide further security to its main a connected transaction, but not a major assets reorganization as stipulated in the Measures for the Administration business development and enhance its business competitiveness. The price of the equity acquisition is in accordance of Major Assets Reorganization of Listed Companies. The related directors, Xie Haoming, Chen Ming, Xu Jun, Wu with the evaluation reports provided by the third party. It’s fair and reasonable. The Company acquires high-quality Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the board of directors discussing the assets of aviation industry in a fair price with strong support of the HNA Group, which is in line with the guideline ANNOUNCEMENT ON EQUITY ACQUISITION OF THE HAIHANG AVIATION TECHNOLOGY connected transaction. of “Focusing on Main Business”. The payment method of the equity acquisition would help to eliminate transactions ●● Influence of the Transaction: The proposal of equity acquisition of the Tianyu Flight Training had been HAINAN AIRLINES HOLDING COMPANY LIMITED th between the Company and associated units within the HNA Group. The equity acquisition is beneficial to the healthy The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there submitted to the 37 session of the eighth board of directors for deliberation and approved on Dec. 12 of 2018, but not development of the Company. The related directors avoided from voting at the meeting of the board of directors is no significant omission, fictitious description or serious misleading of information in this announcement and they will to the general meeting of shareholders for approval. Presently, it’s submitted again to the 42nd session of the eighth discussing the connected transaction. The voting procedure is legal and effective. No activity harming the interests of take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. board of directors for deliberation and approval after reasonable adjustment and perfection of the trading scheme based the Company and all shareholders exists. Important Notice: on multi-disciplinary approach and demonstration of the trading plan. This transaction constitutes a connected transaction. The related directors, Xie Haoming, Chen Ming, Xu Jun, Wu ●● Transaction Content: The Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) The equity acquisition is beneficial for the Company to extend tsi business to the upstream of air passenger transport Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the board of directors discussing the plans to acquire 60.78% stock right of the Haihang Aviation Technology Company Limited (hereinafter referred to as industry chain, so to perfect the layout of its aviation industry chain and promote the expansion of main business of air connected transaction. the Haihang Aviation Technology) held by the Haihang Aviation Group Company Limited (hereinafter referred to as transportation. It would further strengthen the core-competitiveness and risk-resist capacity of the integral operation of For details, please refer to the ANNOUNCEMENT ON EQUITY ACQUISITION OF THE TIANYU FLIGHT the Haihang Aviation Group) at the price of no more than RMB 3,336,816,800 yuan. Upon the completion of the equity the Company. The specific payment method shall be carried out subject to the terms of the Equity Transfer Agreement. TRAINING disclosed on the same day with this announcement. acquisition, the Haihang Aviation Technology would become the fully-owned subsidiary of the Company. The Hainan It’s beneficial for the Company to eliminate transactions between the Company and associated units within the HNA 4.This proposal would be submitted to the general meeting for deliberation. Airlines Holding Company Limited, the Jiaxing Xingsheng and the HNA Group Company Limited (hereinafter referred Group. It is in the best interests of the Company and all shareholders, and would not take any negative influence on the Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. to as the HNA Group) would sign the Equity Transfer Agreement and carry out the relevant duties and obligations. routine production and operation of the Company. The Report on Convening the 2019 Third Extraordinary General Meeting of Shareholders ●● Risk Prompt: Shares of the Haihang Aviation Technology held by the Haihang Aviation Group are pledged. 1.General The board of directors agreed to convene the 2019 third extraordinary general meeting of shareholders on This proposal would be executed while it was approved by shareholders’s general meeting of the Haihang Aviation 1.1 Basic information of the connected transaction April 19 of 2019. For details, please refer to the NOTICE OF CONVENING THE GENERAL MEETING OF Technology and related administrative supervision or approving authorities, and all contracting parties implemented The Company plans to acquire 100% stock right of the Tianyu Flight Training held by the Haihang Aviation Group SHAREHOLDERS published on the same day with this announcement. their internal examination and approving procedures. We sincerely remind the investors to make prudent decisions and at the trading price of RMB 695,706,200 yuan. Upon the completion of the equity acquisition, the Tianyu Flight Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. pay attention to investment risks since there’s still uncertainty of the implementation result. Training would become the fully-owned subsidiary of the Company. Board of Directors ●● The HNA Group Company Limited (hereinafter referred to as the HNA Group) is an important shareholder of 1.2 Decision making procedure Hainan Airlines Holding Company Limited the Company. The Haihang Aviation Group is controlled by the HNA Group. Therefore, this transaction constitutes The HNA Group is an important shareholder of the Company. Meanwhile the Haihang Aviation Group is controlled April 4, 2019 a connected transaction, but not a major assets reorganization as stipulated in the Measures for the Administration by the HNA Group. Therefore, this transaction constitutes a connected transaction, but not a major assets reorganization of Major Assets Reorganization of Listed Companies. The related directors, Xie Haoming, Chen Ming, Xu Jun, Wu as stipulated in the Measures for the Administration of Major Assets Reorganization of Listed Companies. This proposal ANNOUNCEMENT ON MINORITY EQUITY ACQUISITION OF THE XINHUA AIRLINES GROUP Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the board of directors discussing the of equity acquisition was deliberated and approved by the 42nd session of the eighth board of directors. The related HAINAN AIRLINES HOLDING COMPANY LIMITED connected transaction. directors, Xie Haoming, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there ●● Influence of the Transaction: The equity acquisition is beneficial for the Company to extend its business to the meeting of the board of directors discussing the connected transaction. is no significant omission, fictitious description or serious misleading of information in this announcement and they will upstream of air passenger transport industry chain, so to perfect the layout of its aviation industry chain and promote Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. the expansion of main business of air transportation. It would further strengthen the core-competitiveness and risk-resist This proposal would be submitted to the shareholders’ general meeting for deliberation. Important Notice: capacity of the integral operation of the Company. The specific payment method shall be carried out subject to the terms 2.Basic Information of the Related Parties ●● Transaction Content: The Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) of the Equity Transfer Agreement. It’s beneficial for the Company to eliminate transactions between the Company and 2.1 The HNA Group Company Limited plans to acquire 12.18% stock right of the China Xinhua Airlines Group Company Limited (hereinafter referred to as associated units within the HNA Group. It is in the best interests of the Company and all shareholders, and would not 2.1.1 Registered address: Fl. 25, New Haihang Building, No.7 Guoxing Avenue, Meilan District, the Xinhua Airlines Group) held by the Jiaxing Xingsheng Haixin Investment Partnership (LP, hereinafter referred to take any negative influence on the routine production and operation of the Company. 2.1.2 Legal representative: Chen Feng as the Jiaxing Xingsheng) at the price of RMB 1,564,986,500 yuan. Upon the completion of the equity acquisition, 1.General 2.1.3 Registered capital: RMB 60,000,000,000 yuan the Company would hold 73.92% stock right of the Xinhua Airlines Group. The Hainan Airlines Holding Company 1.1 Basic information of connected transaction 2.1.4 Business scope: Investment and management of air transport and airport; investment and management Limited, the Jiaxing Xingsheng and the HNA Group Company Limited (hereinafter referred to as the HNA Group) The Company plans to acquire 60.78% stock right of the Haihang Aviation Technology from the Haihang Aviation of hotels and golf courses; information technology services; import and export of aircraft and aviation materials; would sign the Equity Transfer Agreement and carry out the relevant duties and obligations. Group at the trading price of no more than RMB 3,336,816,800 yuan. Upon the completion of the equity acquisition, investment & development and equity operation of energy, transportation, new technology and new materials; agency ●● Risk Prompt: This proposal would be executed after it was approved by the general meeting of shareholders of the Haihang Aviation Technology would become the fully-owned subsidiary of the Company. for domestic labor services and business services. the Xinhua Airlines Group and related administrative supervision authorities, and all contracting parties implemented 1.2 Decision making procedure 2.1.5 Shareholders and equity structure their internal examination amd approving procedures. We sincerely remind the investors to make prudent decisions and The HNA Group is an important shareholder of the Company. Meanwhile the Haihang Aviation Group is controlled Capital Contribution Equity Percentage No. Partners pay attention to investment risks since there’s still uncertainty of the implementation result. by the HNA Group. Therefore, this transaction constitutes a connected transaction, but not a major assets reorganization (In RMB yuan) (%) ●● The Grand China Air Company Limited (hereinafter referred to as the Grand China Air) is the controlling as stipulated in the Measures for the Administration of Major Assets Reorganization of Listed Companies. This proposal shareholder of the Company, and an important partner of the Jiaxing Xingsheng. The HNA Group is an important of equity acquisition was deliberated and approved by the 42nd session of the eighth board of directors. The related 1 The Hainan Jiaoguan Holding Co., Ltd. 42,000,000,000 70.00 shareholder of the Company as well. Therefore, this transaction constitutes a connected transaction, but not a major directors, Xie Haoming, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the assets reorganization as stipulated in the Measures for the Administration of Major Assets Reorganization of Listed meeting of the board of directors discussing the connected transaction. 2 The Yangpu Jianyun INvestment Co., Ltd. 18,000,000,000 30.00 Companies.The related directors, Xie Haoming, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. Total 60,000,000,000 100.00 avoided from voting at the meeting of the board of directors discussing the connected transaction. This proposal would be submitted to the general meeting for deliberation. ●● Influence of the Transaction: The proposal of minority equity acquisition of the Xinhua Airlines Group had been 2.Basic Information of the Related Parties 2.2 The Haihang Aviation Group Company Limited submitted to the 37th session of the eighth board of directors for deliberation and approved on Dec. 12 of 2018, but not 2.1 The HNA Group Company Limited 2.2.1 Registered address: Haihang Development Building, No. 29 Haixiu Road, Haikou to the general meeting of shareholders for approval. Presently, it’s submitted again to the 42nd session of the eighth 2.1.1 Registered address: Fl. 25, New Haihang Building, No.7 Guoxing Avenue, Meilan District, Haikou City 2.2.2 Legal representative: Bao Qifa board of directors for deliberation and approval after reasonable adjustment and perfection of the trading scheme based 2.1.2 Legal representative: Chen Feng 2.2.3 Registered capital: RMB 30,100,000,000 yuan on multi-disciplinary approach and demonstration of the trading plan. 2.1.3 Registered capital: RMB 60,000,000,000 yuan 2.2.4 Business scope: Investment & management of air transport related projects; capital operation & management; The minority equity acquisition would enhance the control of the Company over the Xinhua Airlines Group. It’s 2.1.4 Business scope: Investment and management of air transport and airport; investment and management assets fiduciary management; terminal building service and management beneficial for the Company to improve its overall operating efficiency and allocation of its resources. It would further of hotels and golf courses; information technology services; import and export of aircraft and aviation materials; 2.2.5 Shareholders and equity structure promote the integration of the Companies interests. The specific payment method shall be carried out subject to the investment & development and equity operation of energy, transportation, new technology and new materials; agency Capital Contribution Equity Percentage terms of the Equity Transfer Agreement. It’s beneficial for the Company to eliminate transactions between the Company for domestic labor services and business services. No. Shareholders and associated units within the HNA Group. It is in the best interests of the Company and all shareholders, and would 2.1.5 Shareholders and equity structure (In RMB yuan) (%) not take any negative influence on the routine production and operation of the Company. Capital Contribution Equity Percentage 1 The HNA Group Co., Ltd. 12,550,000,000 41.69 No. Partners 1.General (In RMB yuan) (%) 1.1 Basic information of the connected transaction 2 The Sanya Phoenix International Airport Co., Ltd. 2,350,000,000 7.81 The Company plans to acquire 12.18% stock right of the Xinhua Airlines Group held by the Jiaxing Xingsheng at 1 The Hainan Jiaoguan Holding Co., Ltd. 42,000,000,000 70.00 the trading price of RMB1,564,986,500 yuan. Upon the completion of the equity acquisition, the Company would hold 3 The Shanghai Yihang Enterprise Management Partnership (LP) 1,800,000,000 5.98 73.92% stock right of the Xinhua Airlines Group. 2 The Yangpu Jianyun INvestment Co., Ltd. 18,000,000,000 30.00 1.2 Decision making procedure 4 The Shanghai Aijian Trust Co., Ltd. 1,000,000,000 3.32 The Grand China Air is the controlling shareholder of the Company, and an important partner of the Jiaxing Total 60,000,000,000 100.00 Xingsheng. The HNA Group is an important shareholder of the Company as well. Therefore, this transaction constitutes 5 The Hainan Yinghai Aviation Management Partnership (LP) 5,000,000,000 16.61 a connected transaction, but not a major assets reorganization as stipulated in the Measures for the Administration of 2.2 The Haihang Aviation Group Company Limited Major Assets Reorganization of Listed Companies. This proposal of equity acquisition was deliberated and approved by 2.2.1 Registered address: Haihang Development Building, No. 29 Haixiu Road, Haikou 6 The Haihang Aviation Tourist Group Company Limited 7,400,000,000 24.59 2.2.2 Legal representative: Bao Qifa the 42nd session of the eighth board of directors. The related directors, Xie Haoming, Chen Ming, Xu Jun, Wu Xiaoxi, Total 30,100,000,000 100.00 Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the board of directors discussing the connected 2.2.3 Registered capital: RMB 30,100,000,000 yuan transaction. 2.2.4 Business scope: Investment & management of air transport related projects; capital operation & management; 3.Basic Information of Trading Object Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. assets fiduciary management; terminal building service and management 3.1 Enterprise name: The Hainan Tianyu Flight Training Company Limited This proposal would be submitted to the general meeting for deliberation. 2.2.5 Shareholders and equity structure 3.2 Registered address: Tankou Village, Longtan Town, Qiongshan District, Haikou, Hainan 3.3 Legal representative: Guan Lei 2.Basic Information of the Related Parties Capital Contribution Equity Percentage No. Shareholders 3.4 Registered capital: RMB 374,953,130 yuan 2.1 The HNA Group Company Limited (In RMB yuan) (%) 2.1.1 Registered address: Fl. 25, New Haihang Building, No.7 Guoxing Avenue, Meilan District, Haikou City 3.5 Business scope: Pilots, flight attendants and other related personnel training services, simulator maintenance, 2.1.2 Legal representative: Chen Feng 1 The HNA Group Co., Ltd. 12,550,000,000 41.69 maintenance and other related technical services, aviation business knowledge training, flight experience, simulator 2.1.3 Registered capital: RMB 60,000,000,000 yuan spare parts after-sales support, Simulator application and visual airport development and sales, accommodation 2.1.4 Business scope: Investment and management of air transport and airport; investment and management 2 The Sanya Phoenix International Airport Co., Ltd. 2,350,000,000 7.81 services, housing rental. of hotels and golf courses; information technology services; import and export of aircraft and aviation materials; 3.6 Shareholders and equity structure The Shanghai Yihang Enterprise Management 3.6.1 Before the equity acquisition investment & development and equity operation of energy, transportation, new technology and new materials; agency 3 1,800,000,000 5.98 Partnership (LP) for domestic labor services and business services. Capital Contribution Equity Percentage No. Shareholders 2.1.5 Shareholders and equity structure 4 The Shanghai Aijian Trust Co., Ltd. 1,000,000,000 3.32 (In RMB yuan) (%) No. Partners Capital Contribution (In RMB yuan) Equity Percentage (%) The Hainan Yinghai Aviation Management Partnership 1 The Haihang Aviation Group Co., Ltd. 374,953,130 100.00 5 5,000,000,000 16.61 1 The Hainan Jiaoguan Holding Co., Ltd. 42,000,000,000 70.00 (LP) 3.6.2 After the equity acquisition 7,400,000,000 Capital Contribution Equity Percentage 2 The Yangpu Jianyun INvestment Co., Ltd. 18,000,000,000 30.00 6 The Haihang Aviation Tourist Group Company Limited 24.59 No. Shareholders (In RMB 1,000 yuan) (%) Total 60,000,000,000 100.00 Total 30,100,000,000 100.00 1 The Hainan Airlines Holding Company Limited 374,953,130 100.00 2.2 The Jiaxing Xingsheng Haixin Investment Partnership (LP) 2.2.1 Registered address: Room 2202-155, No. 1 Building, Jiaxing World Trade Center, No. 705 Guangyi Road, 3.Basic Information of Trading Object 3.7 Key financial Data: As of Dec. 31 of 2017, the audited total assets of the Tianyu Flight Training accounted for Jiaxing city, Zhejiang Province 3.1 Enterprise name: The Haihang Aviation Technology Company Limited RMB 1,243,471,700 yuan and net assets for RMB 467,631,100 yuan. The audited operation income in 2017 accounted 2.2.2 Partners and capital contribution 3.2 Registered address: East Room 103, Bonded Area, Haikou, No. 168 Nanhai Avenue, Haikou, Hainan for RMB 426,231,100 yuan and net profit for RMB 82,021,000 yuan. 3.3 Legal representative: Zhang Zhigang As of October 31 of 2018, the total audited assets of the Tianyu Flight Training accounted for RMB 1,354,936,500 No. Partners Capital Contribution(In RMB yuan) Equity Percentage(%) 3.4 Registered capital: RMB 2,550,000,000 yuan yuan and net assets for RMB 626,891,600 yuan. The audited operation income in January-October of 2018 accounted 3.5 Business Scope: Maintenance, repair and renovation of aircraft, engines (including APU) and other auxiliaries for RMB 465,197,500 yuan and net profit for RMB 159,260,500 yuan. 1 The Grand China Airlines Co., Ltd. 900,000,000.00 59.9996 for domestic and foreign customers; providing flying setup service for domestic and foreign airlines enterprises; Main Content and Pricing Policy of the Equity Transfer Agreement providing out-base maintenance & technology service; technology management of fleet and other engineering service; 4.1 Trading parties 2 The Xingye International Trust Co., Ltd. 600,000,000.00 39.9997 examination service; sub-contract management of engine, auxiliaries and other parts; personnel training; technology Party A : The Hainan Airlines Holding Company Limited consulting; maintenance development; design, manufacture and repair of ground equipment and facilities; equipment Party B : The Haihang Aviation Group Company Limited The Ningbo Meishan Bonded Port District 3 10,000,00 0.0007 management and logistic service; design, manufacture, storage, logistic, sales, maintenance and management of aircraft; Party C : The HNA Group Company Limited Yuansheng Investment Management Co., Ltd assets management (The general operation project shall be operated independently. The licensed operating projects shall 4.2 Object company: The Hainan Tianyu Flight Training Company Limited Total 1,500,010,000.00 100.00 be operated with relevant license or approval documents; Projects which need administrative license shall be operated 4.3 Acquisition price and pricing policy accordingly.) The Company plans to acquire 100% stock right of the Tianyu Flight Training from the Haihang Aviation Group 3.Basic Information of Trading Object at the trading price of RMB 695,706,200 yuan. According to the Assets Evaluation Report on Total Equity Value of 3.1 Enterprise name: The China Xinhua Airlines Group Company Limited 3.6 Shareholders and equity structure 3.6.1 Before the equity acquisition Shareholders of the Tianyu Flight Training (Tian Xing Ping Bao Zi [2018] No. 1592) issued by the Beijing Tianjian 3.2 Registered address: No. 16 of First Fuqian Street, Tianzhu Town, Shunyi District, Beijing Xingye Assets Evaluation Company Limited, as of Oct. 31 of 2018, the net assets of the Tianyu Flight Training 3.3 Legal representative: Luo Jun Capital Contribution No. Shareholders Equity Percentage (%) accounts for RMB 626,891,600 yuan, the evaluated value for RMB 695,706,200 yuan. The value added rate is of 3.4 Registered capital: RMB 4,386,645,137 yuan (In RMB yuan) 10.98%. Therefore the evaluated net assets per share equals to RMB 1.86 yuan per share. Since the net profit of the 3.5 Business scope: Air passenger and cargo transport business from Tianjin (some flights originating from Beijing) 1 The Haihang Aviation Group Co., Ltd. 1,550,000,000 60.78 Tianyu Flight Training in Jan.-Oct. of 2018 of RMB 160 million yuan was transferred into undistributed profit and to certain domestic cities; air transport related services; self-owned property management; asset management; sales resulted in the increase of net assets, the evaluated value is higher than the estimated value in the previously disclosed of aviation equipment, building materials, decorative materials, chemical products (excluding hazardous chemicals), 2 The Hainan Airlines Holding Company Limited 1,000,000,000 39.22 Pre-plan of Issuing Stock and Buying Assets which taking December 31 of 2017 as the benchmark day. Referring to the electronic products, daily necessities, textiles, machinery, electronic equipment, ferrous metal; advertisement design, above evaluation values and through friendly negotiation of the contracting parties, it’s agreed that the Company would production, agent, publishing; design and production of printing advertisements and dissemination of domestic Total 2,550,000,000 100.00 acquire 100% stock right of the Tianyu Flight Training at the price of RMB 1.86 yuan per share from the Haihang and foreign advertisement in use of the Xinhua Aviation magazine; the import and export business. (Enterprises Aviation Group. The total trading amount accounts for RMB 695,706,200 yuan. The trading price is fair and reasonable. 3.6.2 After the equity acquisition shall independently choose their own management projects and carry out business activities in accordance with the 4.4 Payment method regulations of the law and shall not engage in operations prohibited and restricted by the municipal industrial policies; Capital Contribution 4.4.1 With the consent of all contracting parties, Party A would offset against the current account to be paid by Party Projects which need administrative license shall be operated accordingly.) No. Shareholder Equity Percentage (%) (In RMB yuan) C with the acquisition payment of 100% equity of the Tianyu Flight Training for amount of RMB 695,706,200 yuan to 3.6 Shareholders and equity structure be paid to Party B. 3.6.1 Before the equity acquisition 1 The Hainan Airlines Holding Company Limited 2,550,000,000 100.00 4.4.2 After offsetting above-mentioned trading payment, the acquisition payment of RMB 695,706,200 yuan for Capital Contribution Equity Percentage 100% equity of the Tianyu Flight Training, which shall be paid to Party B by Party A, would be settled. No. Shareholders 3.7 Key financial Data: As of Dec. 31 of 2017, the audited total assets of the Haihang Aviation Technology (In RMB yuan) (%) accounted for RMB 6,862,132,000 yuan and net assets for RMB 4,030,295,000 yuan. The audited operation income in 4.5 Settlement of disputes 2017 accounted for RMB 3,587,181,000 yuan and net profit for RMB328,042,000 yuan. The conclusion, execution, validity and interpretation of this Agreement shall apply to the laws and regulations of 1 The Hainan Airlines Holding Co., Ltd. 2,708,570,000 61.74 As of December 31 of 2018, the total audited assets of the Haihang Aviation Technology accounted for RMB the People’s Republic of China. Any dispute arising out of or in connection with this Agreement shall be settled by 8,029,793,700 yuan and net assets for RMB 4,339,487,300 yuan. The unaudited operation income in January-December negotiation of all contracting parties. 2 The Jiaxing Xingsheng Haixin Investment Partnership (LP) 534,188,000 12.18 of 2018 accounted for RMB 3,785,124,000 yuan and net profit for RMB 280,633,900 yuan. 4.6 Enter into force 4.Main Content and Pricing Policy of the Equity Transfer Agreement This Agreement shall enter into force after all contracting parties carried out their own internal decision-making 3 The China Foreign Economy and Trade Trust Co., Ltd. 1,143,887,100 26.08 4.1 Trading parties procedures and approved, signed and sealed the agreement. 5.Influences Total 4,386,645,100 100.00 Party A: The Hainan Airlines Holding Company Limited Party B: The Haihang Aviation Group Company Limited The equity acquisition is beneficial for the Company to extend its business to the upstream of air passenger transport 3.6.2 After the equity acquisition Party C: The HNA Group Company Limited industry chain, so to perfect the layout of its aviation industry chain and promote the expansion of main business of air 4.2 Object company: The Haihang Aviation Technology Company Limited transportation. It would further strengthen the core-competitiveness and risk-resist capacity of the integral operation of