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Hainan Airlines Holding Company Limited

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Hainan Airlines Holding Company Limited A17 2019年4月4日（星期四） 2019年4月4日（星期四） HAINAN 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 HAINAN AIRLINES 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 China 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 China Xinhua Airlines 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 (Beijing) 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.
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