A33 2017年11月28日（星期二）

equipment and supplies, arts and crafts; exterior & interior decoration; maintenance of elevator; storage (except for dangerous investment; participation in establishment of venture capital enterprises and venture investment management consulting 30,000,000,000 yuan, which would include the contribution amount of RMB 10,000,000,000 yuan of the HNA Group (taking cargo); packing; loading and handling; property sales marketing & planning; property information consultant; property rental institutions; investment advisory; financial advisory; enterprise management consulting and planning; financial consultant; asset 33.33% of the total capital contribution percentage), RMB 15,500,000,000 yuan of the HNA Tourist (taking 51.67% of the total agency; assets management; rental of self-owned properties; parking lot service; housekeeping services; business information management (Projects need administrative approval shall be operated with license accordingly) capital contribution percentage) and RMB 4,500,000,000 yuan of the Hainan Airlines Holding Company Limited (taking 15.00% consulting; site leasing; maintenance of engineering equipment; order maintenance management 2.52 The Shaanxi Chang’an Aviation Tourist Company Limited of the total capital contribution percentage). 2.25 The Hainan Haihang International Hotel Management Company Limited Registered capital: RMB 10,000 million yuan ●● Special Risk Prompt: There are uncertainties about the impact of relevant policies and market changes on the joint venture Registered capital: RMB 1,143 million yuan Legal representative: Du Xiaoping company, which might cause certain influence on the achievement of investment purpose and expected revenue. Legal representative: Song Xiang Business scope: Development, investment, construction and management of tourist, hotels, scenic spots, real estate ●● The HNA Group Company Limited is the major shareholder of the Company. The HNA Tourist is the controlled enterprise Business scope: Hotel management and consulting services; tourist project development; enterprise management; labor projects (self-owned fund only); investment and management of air transportation project; airport investment (self-owned funds of the HNA Group Company Limited. Therefore this transaction is a connected transaction. The related directors, Wang Fei, services (excluding brokerage); sales of building materials, mechanical equipment, electrical equipment, hardware, arts & crafts, only); investment management, investment consulting; airport operation & management; technology development of energy, Mu Weigang, Sun Jianfeng and Xie Haoming, had abstained from voting at the meeting of the board of directors discussing the general merchandise, hotel supplies sales transportation, new technology, new materials; network information technology services and consulting; enterprise management connected transaction. 2.26 The Hainan Sifu Automobile Leasing Company Limited and consulting (Projects need administrative approval shall be operated with license accordingly) ●● Influence of the Transaction:The establish of the Tonghang Investment would be beneficial for the Company to tap the Registered capital: RMB 182 million yuan 3. Pricing Policy and Basis market resources of the Tonghang Investment, broaden its investment field and looking for new profit growth point to promote Legal representative: Yang Aiguo Owing to the fleet expansion and improvement of aircraft utilization, the demand of other secondary services related to air diversified development. It would improve the future profitability of it. This investment would take positive effect on the future Business scope: Car rental, luxurious bus transport service, car service, car security (GPS tracking service), spare parts sales; passenger transportation increased correspondingly. Following is the details on aircraft leasing with connected parties in Jan.-Sept. development of the Company. vehicle license, permission and transfer, inspection agency; self-driving travel consultation; second-hand car trading, insurance of 2017: 1. General agency; conference reception car (excluding travel agency business); business services; vehicle inspection services; financial 1.1 Basic information Aircraft Leasing Rentals in Jan.- leasing; investment consulting; design, production, publishing of domestic advertisement; network information technology Estimated Aircraft In order to broaden the investment field and looking for new profit growth point to promote diversified development, the in Jan.-Sept. of Sept. of 2017 consulting; conference and exhibition service (excluding travel agency business); enterprise management consulting; car No. Lessor Aircraft Type Leasing in 2017 Company plans to establish the Tonghang Investment together with the HNA Group and the HNA Tourist. The registered capital 2017 (In RMB 100 beauty;greening engineering; landscape design; small flowers & seedlings production; cultivation and sales of livestock (except (In flight) would account for RMB 30,000,000,000 yuan, which would include the contribution amount of RMB 10,000,000,000 yuan of the (In flight) million yuan) for dairy cattle); cultivation and sales of aquatic product; automobile sales and after sale service; import and export trade; motor HNA Group (taking 33.33% of the total capital contribution percentage), RMB 15,500,000,000 yuan of the HNA Tourist (taking vehicle driving service; designated driving service; hotel booking; ticketing services; providing charging services for electric 1 The Hongkong Airlines A330-200/A330-300; B737-800 10 10 5.02 51.67% of the total capital contribution percentage) and RMB 4,500,000,000 yuan of the Company (taking 15.00% of the total vehicles; parking lot services; network engineering design, installation and leasing of charging facilities; labor dispatch 2 The Hongkong Express B737-800 2 2 0.48 capital contribution percentage). 2.27 The Bohai Life Insurance Company Limited The Bohai Financial Holding Investment Co., A320/A330/B737-800 The HNA Group Company Limited is the major shareholder of the Company. The HNA Tourist Group Company Limited is 3 61 66 14.87 Registered capital: RMB 13,000 million yuan Ltd. B737-700/B787-9/E195 the controlled enterprise of the HNA Group Company Limited. Therefore this transaction is a connected transaction, but not major Legal representative: Tang Liang assets restructure as regulated by the Measures for the Management of Major Assets Reorganization of Listed Enterprises Business scope: General insurance including life insurance and annuity insurance; health insurance; accident insurance; 4 The Changjiang Leasing Co., Ltd. B737-800/A320 4 5 0.97 1.2 Decision making procedure participating insurance; universal insurance; reinsurance business of above-stated insurances; insurance funds investment permitted 5 The Tianhang Holding Co., Ltd. E145 13 13 0.49 This transaction has been deliberated and passed through by the 14th session of the eighth board of directors of the Company. by the national laws and regulations; other business approved by CIRC (Projects need administrative approval shall be operated 6 The Beijing Capital Airlines Company Limited A320 1 1 0.09 The related directors, Wang Fei, Mu Weigang, Sun Jianfeng and Xie Haoming, had abstained from voting at the meeting of the with license accordingly) board of directors discussing the connected transaction. 2.28 The Beijing Haihang NH Hotel Management Company Limited Total - 91 97 21.92 Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 4 avoiding votes. Registered capital: USD 20 million This proposal shall be submitted to the general meeting for approval. Legal representative: Charles Bromwell Mobus JR. The connected transactions between the connected parties and the Company were traded on the principles of equality, 2. Basic Information of Investors Business scope: Hotel operation and management; to provide business services; technical advisory services; information impartiality and voluntaries. The trading price were confirmed subject to the prevailing market price or negotiated by the trading 2.1 The HNA Group Company Limited technology support system; marketing consulting; management consulting services; to sell souvenirs, gifts, office supplies, parties based on market rules. No activity harming the interests of the Company and non-connected shareholders exists. 2.1.1 Registered address: Fl. 25 of the HNA Building, No.7 Guoxing Avenue, Meilan District, Haikou city clothing, shoes and hats to guests who accepted services (Projects need administrative approval shall be operated with license 4. Influence of the Transaction 2.1.2 Legal representative: Chen Feng accordingly) The routine connected transactions are to meet the demand of the normal production and operation of the Company. 2.1.3 Registered capital: RMB 60,000,000,000 yuan 2.29 The Beijing Capital Airlines Helicopter Company Limited The transactions are carried out strictly subject to the principle of equality and mutual benefit and pricing policy of connected 2.1.4 Business Scope: Investment and management of air traffic and airport; investment and management of hotels and golf Registered capital: RMB 2,020 million yuan transactions. No activity harming the interests of listing enterprise and all shareholders exists. It would not influence the sustainable courses; information technology service; import and export of aircraft and aviation materials; investment and development of Legal representative: Guan Lei management capability and independence of the Company. energy resources, telecommunication, new technology and materials; capital operation; domestic labor and commercial service Business scope: 5. Opinions of Independent Directors agency Class A: Business flight; rental flight; aircraft hosting business; general aviation charter flight, air travel, onshore oil services, The routine connected transactions are to meet the demand of the normal production and operation of the Company. 2.1.5 Equity structure: offshore oil services; outside the helicopter flight load; helicopter pilot operations; artificial precipitation; medical aid; aerial The transactions are carried out strictly subject to the principle of equality and mutual benefit and pricing policy of connected Capital Contribution prospecting, private or commercial pilot license training; No. Shareholder Equity Percentage (%) transactions. No activity harming the interests of listing enterprise and all shareholders exists. It would not take any negative effect (In RMB 1,000 yuan) Class B: Aerial photography; aerial advertising, weather detection, city fire control, air patrol aircraft; on the Company. Class C: Aerial seeding, fertilization, aerial spraying of plant growth regulators, aerial weeding, disease control of agriculture 6. Documents for Reference 1 The Hainan Traffic Control Holding Co., Ltd. 42,000,000.00 70 and forestry industry; grassland rodent; pest control; aerial forest protection; aerial photography; to provide labor services; design, 6.1 Resolutions of the Audit and Risk Committee of the Board of Directors; 2 The Yangpu Construction & Transportation Co., Ltd. 18,000,000.00 30 production, agency of advertisement; economic information consulting; technology development; import and export of goods; 6.2 Resolutions of the Board of Directors; Total 60,000,000.00 100 sales of civil aircraft; sales of electronic products, devices, components. 6.3 Prior Opinion of Independent Directors signed; (The enterprise shall independently choose management projects and carry out business activities according to the law; 6.4 Opinion of Independent Directors signed; Projects which need the approval of relevant authorities shall be operated accordingly; The enterprise shall not engage in the 2.2 The HNA Tourist Group Company Limited operation of projects prohibited and restricted by the municipal industrial policy.) Board of Directors 2.2.1 Registered address: Fl. 19 of the HNA Building, No.7 Guoxing Avenue, Meilan District, Haikou city 2.30 The Beijing Haihang Junfu Investment Company Limited Hainan Airlines Holding Co., Ltd. 2.2.2 Registered capital: RMB 62,650,000,000 yuan Registered capital: RMB 120 million yuan Nov. 28, 2017 2.2.3 Business Scope: Tourism management, management and investment of hotel project, management and investment of Legal representative: Lu Ji aviation project, scenic spot management services, business information consulting, enterprise marketing & planning, translation Business scope: Projects investment; conference and exhibition services; organizing culture and art exchange activities (not services, conference services, market information consulting & investigation, corporate image planning, investment consulting, including performance); sales of jewelry and art crafts; catering services. financial information consulting; design, product and agency of domestic advertisement; planning of cultural and artistic exchange (It’s not allowed: 1. To raise funds publicly without the approval of the relevant authorities; 2. To publicly carry out trading ANNOUNCEMENT ON CAPITAL INCREASE INTO THE activities activities involving securities products and financial derivatives; 3. To grant loans; 4. To provide guarantees to the enterprise other 2.2.4 Equity structure: than the invested enterprises; 5. To commit to investors of zero loss of original investment capital or a minimum revenue.) HAIHANG IMPORT & EXPPORT Capital Contribution Equity (The enterprise shall independently choose management projects and carry out business activities according to the law; No. Shareholder Projects which need the approval of relevant authorities shall be operated accordingly; The enterprise shall not engage in the HAINAN AIRLINES HOLDING COMPANY LIMITED (In RMB 1,000 yuan) Percentage (%) operation of projects prohibited and restricted by the municipal industrial policy.) 1 The HNA Group Co., Ltd. 33,500,000.00 53.47 2.31 The Hainan Island Smart Card Network Company Limited The board of directors of the Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) and its 2 The Hainan Shunfu Fuyue Enterprise Management Partnership (LP) 2,900,000.00 4.63 Registered capital: RMB 185 million yuan entire members hereby guarantee that there is no significant omission, fictitious description or serious misleading of information in 3 The Hainan Shunde Fuhai Enterprise Management Partnership (LP) 2,700,000.00 4.31 -Legal representative: Liu Jiangtao this announcement and they will take both individual and joint responsibilities for the truthfulness, accuracy and completeness of Business scope: Consuming and economic information collecting and providing; investment management; consumer card, the content. 4 The Hainan Shungui Fulong Enterprise Management Partnership (LP) 2,300,000.00 3.67 equity card business and supporting business; on-line sales and supporting services of electronic, electrical, instrumentation, Important Notice: 5 The Hainan Shunding Fuyi Enterprise Management Partnership (LP) 2,900,000.00 4.63 communications equipment, hardware, office supplies, building materials, decoration materials, general merchandise, computer ●● This transaction would be submitted to the general meeting for approval. 6 The Hainan Shunji Fusheng Enterprise Management Partnership (LP) 2,400,000.00 3.83 spare parts; real estate investment; commission agency. ●● Content of Transaction: In order to take full advantage of the reform policy (Regional Customs Clearance Integration) 2.32 The Hainan Hanglv Investment Holdings Co., Ltd. to reduce the overall operation cost on aircraft, engine and aviation materials purchasing and increase the investment income, the 7 The Hainan Shunrong Fuqing Enterprise Management Partnership (LP) 3,950,000.00 6.30 Registered capital: RMB 2,010 million yuan Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) plans to increase capital investment into the 8 The Hainan Shunrui Fuxi Enterprise Management Partnership (LP) 2,300,000.00 3.67 Legal representative: Li Weijun Haihang Import & Export Company Limited (hereinafter referred to as the Haihang Import & Export, joint stock enterprise of the 9 The Hainan Shunxiang Futai Enterprise Management Partnership (LP) 3,500,000.00 5.59 Business scope: Investment and investment management, asset management, investment consultant, hotel management, Company) together with the Haihang Chuangxin Capital Company Limited (hereinafter referred to as the Changxin Capital) for exhibition services (excluding travel service), booking travel tickets, business information consulting, marketing & planning, amount of RMB 750,000,000 yuan and RMB 1,750,000,000 yuan respectively at the price of RMB 1 yuan per share. Upon the 10 The Hainan Shunrui Fuyun Enterprise Management Partnership (LP) 2,400,000.00 3.83 website development, network technology consulting, technology consulting services; sales of electronic products, communications completion of the capital investment increase, the registered capital of the Haihang Import & Export would increase into RMB 11 The Hainan Shunheng Fuyuan Enterprise Management Partnership (LP) 2,800,000.00 4.47 equipment, crafts; sale agency of charter flights, air passenger and cargo transport; tourist information consultation. 3,000,000,000 yuan from the former RMB 500,000,000 yuan. The Company would hold 30.00% stock right of the Haihang Import The Xingye Guoxin Assets Management Co., Ltd.-Xinghang Contractual Private Investment 2.33 The Anqing Tianzhushan Airport Co., Ltd. 12 1,000,000.00 1.60 & Export. Fund No.2 Registered capital: RMB 8.58 million yuan ●● The HNA Group Company Limited is the major shareholder of the Company. The Chuangxin Capital is the controlled Legal representative: Shi Meikang enterprise of the HNA Group Company Limited. Therefore this transaction is a connected transaction. The related directors, Wang Total 62,650,000.00 100.00 Business scope: Airport operation and construction; aircraft maintenance; air express (except letters and other correspondence Fei, Mu Weigang, Sun Jianfeng and Xie Haoming, had abstained from voting at the meeting of the board of directors discussing with the nature of mail); retail of general merchandise, arts and crafts products, clothing, footwear; retail of cigarette, book, the connected transaction. 3. Basic Information of the Investment Target newspaper, journals; canteen; pre-packed food; design, production, publishing advertisements; domestic tourist (Projects need ●● Influence of the Transaction: The Haihang Import & Export takes full advantage of the reform policy 3.1 Enterprise name: The Haihang Tonghang Investment Company Limited (The final name would be subject to the approval administrative approval shall be operated with license accordingly); aviation accident insurance, cargo insurance agent. (Regional Customs Clearance Integration) to develop its import & export trade business. Meanwhile it would rely on the of by the industrial and commercial authority.) 2.34 The Guangzhou Popular Market Management Co. Ltd. management and control experiences, management system standards, international vision and resource channels to make full play 3.2 Registered address: Room 312 of No. 1 Di’er Street, International Air & Port Logistics Zone, Tianjin Free Trade Zone (Air Registered capital: RMB 80 million yuan of its advantages in purchasing and trade businesses, further integrate the global supply chain resources, build global centralized & Port Economic Zone) Legal representative: Song Tianyu trade platform, adopt financial service methods to improve its business mode and strive to grow into a global commodity trade 3.3 Legal representative: Zhu Jie Business scope: Property management; advertising industry; housing rental; wholesale trade of goods; retail trade ; parking lot service provider and financial services solutions provider. 3.4 Registered capital: RMB30,000,000,000 yuan. management; hotel accommodation The capital increase into the Haihang Import & Export would help to enrich the financial strength of the Haihang Import & 3.5 Business scope: Investment in the aviation industry with self-owned funds; investment management; general aviation 2.35 The Tianjin Datong Decoration Engineering Co., Ltd. Export, achieve the future operation target, reduce the integral operation cost of purchasing aircraft, engine and aviation materials. information consulting; scenic spot management services; business information consulting; enterprise marketing & planning; Registered capital: RMB 37.5 million yuan It would be beneficial for the Company to improve its investment income and take positive influence on the future development of translation services; conference services; market information consulting & investigation; corporate image planning; financial Legal representative: Huo Feng the Company. information consulting; design, product and agency of domestic advertisement; planning of cultural and artistic exchange activities Business scope: Indoor and outdoor decoration, indoor environment art design, mechanical and electrical equipment 1. General (subject to the approval of the industry and commerce authority) installation, steel structure engineering, construction engineering, installation of fire-fighting equipment, anti-corrosion insulation 1.1 Basic information 3.6 Shareholders and equity structure: engineering, design and construction of landscape engineering; wholesale and retail of building and decoration materials. (If the In order to take full advantage of the reform policy (Regional Customs Clearance Integration) to reduce the overall operation business involving industry license or approval document, it shall be operated accordingly within the period of validity. If there’s Capital Contribution Equity Percentage cost on aircraft, engine and aviation materials purchasing and increase the investment income, the Company plans to increase No. Shareholder special franchise regulation, the business shall be operated accordingly.) capital investment into the Haihang Import & Export together with the Chuangxin Capital for amount of RMB 750,000,000 yuan (In RMB 1,000 yuan) (%) 2.36 The Yong Dreamer Network Information Technology Co., Ltd. and RMB 1,750,000,000 yuan respectively at the price of RMB 1 yuan per share. Upon the completion of the capital investment 1 The HNA Group Company Limited 10,000,000.00 33.33 Registered capital: RMB 50 million yuan increase, the registered capital of the Haihang Import & Export would increase into RMB 3,000,000,000 yuan from the former 2 The HNA Tourist Group Company Limited 15,500,000.00 51.67 Legal representative: Yu Bing RMB 500,000,000 yuan. The Company would hold 30.00% stock right of the Haihang Import & Export. Business scope: Technology development, technology consulting, technology services, technology transfer; economic This transaction is a connected transaction, but not major assets restructure as regulated by the Measures for the Management 3 The HNA Airlines Holding Company Limited 4,500,000.00 15.00 information consulting services; computer systems; computer technology training; professional contract; ticketing agent; sales of of Major Assets Reorganization of Listed Enterprises Total 30,000,000.00 100.00 computers, software and auxiliary equipment, electronic components, electronic products. 1.2 Decision making procedure (The enterprise shall independently choose management projects and carry out business activities according to the law; This transaction has been deliberated and passed through by the 14th session of the eighth board of directors of the Company. Projects which need the approval of relevant authorities shall be operated accordingly; The enterprise shall not engage in the The related directors, Wang Fei, Mu Weigang, Sun Jianfeng and Xie Haoming, had abstained from voting at the meeting of the 4. Main Content of the Investment Agreement operation of projects prohibited and restricted by the municipal industrial policy.) board of directors discussing the connected transaction. 4.1 Capital contribution 2.37 The Tianjin Aviation Ground Service Co., Ltd. Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 4 avoiding votes. The registered capital of the joint venture company would account for RMB30,000,000,000 yuan, which shall include RMB Registered capital: RMB 61.5 million yuan This proposal shall be submitted to the general meeting for approval. 10,000,000,000 yuan of the HNA Group, RMB 15,500,000,000 yuan of the HNA Tourist and RMB 4,500,000,000 yuan of the Legal representative: Wang Jinsheng 2. Basic Information of the Counterparts Hainan Airlines Holding Company Limited. Business scope: Passenger port service; provide ground and warehousing services related to air transport; aircraft inside and 2.1 Enterprise name: The Haihang Chuangxin Capital Company Limited 4.2 Management model outside cleaning services; aircraft maintenance (with operation qualification certificate); air transport and technical cooperation 2.2 Registered address: Fl. 11 of the Taiping Jinrong Building, No. 6001 of Yitian Road, Lianhua Street, Futian District, The board of directors of the joint venture company shall have 3 directors nominated by the investor and elected by the board intermediary services; air route maintenance services; special vehicle and waiting operation; flight loading balance; ticket sales Shenzhen of directors. The office term of the director is of 3 years. A director could be re-elected upon the office term expiration. The board agents; aviation professional training consultant services; advertising business; car rental; sale of aviation equipment and general 2.3 Legal representative: Guo Ke of directors shall set one chairman who shall be elected by more than 2/3 directors. One supervisor shall be set and nominated by merchandise (Projects need administrative approval shall be operated with license accordingly) 2.4 Registered capital: RMB 100,000,000 yuan. the investor. The general manager shall be appointed by the board of directors. 2.38 The Easylife Pay Co., Ltd. 2.5 Business Scope: Entrusted assets management, investment management (It’s not allowed to engage in trust, financial asset 4.3 Financial control system & profit distribution Registered capital: RMB 1,000 million yuan management, securities asset management and other restricted projects.); entrusted management of equity investment fund (It’s The financial and accounting system of joint venture company shall be set up in accordance with the law, regulations and Legal representative: Liu Peng not allowed to engage in securities investment activities, raise fund in public and invest, management of publicly raised fund); provisions of the Department of Finance under the State Council. At the end of each fiscal year, financial accounting report shall Business scope: Internet payment, prepaid card issuance and acceptance; network information technology and computer equity investment; industrial investment; investment consultant; venture capital investment; venture capital consulting (The above be made and audited by certified public accountant firm with professional independent audit qualification to issue written financial technology development, consulting, services, ticket agency (If the business involving industry license or approval document, it business scope shall not include projects prohibited by the rules and laws of the state. Project which needs the permit shall be accounting report which shall be sent to each shareholder before March 31st of the next year. shall be operated accordingly. If there’s special franchise regulation, the business shall be operated accordingly.) operated accordingly.) The distribution of the profits of the joint venture company shall be carried out in accordance with the provisions of the 2.39 The Hainan Meiya Industrial Company Limited 2.6 Equity structure: Company Law and relevant laws, regulations and the Department of Finance under the State Council. When the joint venture Registered capital: RMB 87.5 million yuan company distributes the current year profit after tax, 10% of it should be withdrawn and accounted into statutory public reserve. If Capital Contribution the accumulative amount of the statutory public reserve of the joint venture company is more than 50% of its registered capital, the Legal representative: Yao Taimin No. Shareholder Equity Percentage (%) Business scope: To provide fuel handing service for the Meilan Airport; development and management of real estate; (In RMB 1,000 yuan) withdrawal of statutory public reserve would be suspended. industrial high-tech development; agricultural comprehensive development; tourist development; retail and whole-sale of raw 1 The HNA Group Co., Ltd. 100,000.00 100.00 4.4 Disputes In case of any dispute arising during the performance of the agreement, the signing parties shall negotiate friendly with each material of industry and product (except for monopolized material and product), ordinary machinery, building material, hardware Total 100,000.00 100.00 commerce, decorating material, warehousing services, land lease, equipment leasing, mineral product and art works; wholesale, other; if it cannot be settled by consultation, signing parties may file a lawsuit with the People’s Court of Meilan District of Haikou retail and import and export business of petroleum and its products, kerosene, gasoline, diesel oil, solvent oil, liquefied petroleum City (Signing place of the Agreement). gas, liquefied natural gas, compressed natural gas, fuel oil, lubricating oil, petroleum aromatic hydrocarbon; wholesale and retail of 3. Basic Information of the Trading Object 5. Influence prepackaged foods (branch management only); retail of cigarettes, cigars (branch management only) 3.1 Enterprise name: The Haihang Import & Export Company Limited The establish of the Tonghang Investment would be beneficial for the Company to tap the market resources of the Tonghang 2.40 The Yunnan Xiangpeng Investment Company Limited 3.2 Registered address: Fl. 20 of the Haihang Building, No. 7 Guoxing Avenue, Meilan District, Haikou, Hainan Investment, broaden its investment field and looking for new profit growth point to promote diversified development. It would Registered capital: RMB 2,950 million yuan 3.3 Legal representative: Gao Feng improve the future profitability of it. This investment would take positive effect on the future development of the Company. Legal representative: Xiao Ran 3.4 Registered capital: RMB 500,000,000 yuan. 6. Risk Analysis Business scope: Project investment and management of invested projects; design, production, publishing domestic 3.5 Business scope: Import & export and sales of civil aircraft, aviation equipment, machinery and electronic equipment, Risks and opportunities coexist in this investment. The contingent impact of relevant policy and market changes on the joint advertisement; economic information consulting; marketing & planning; conference services; domestic trade of material supply and special vehicles, ships, hardware and electrical equipment, textiles, household goods, electronic products, iron ore, forage, auto venture company and its inherent operating risk might cause certain uncertainty on the achievement of investment purpose and marketing; goods and technology import and export; sales of aviation equipment; tourist business service (Specific management parts, electrical equipment, coal, metal, plastics raw materials and products; import & export and sales of office supplies, office expected revenue. However, the Company would take positive measures to guard against and respond. shall be carried out according to the approved scope by the administrative authority of Tourism); domestic and international air consumptive supplies, furniture products, hotel supplies, industrial equipment and supplies, computer hardware and software and 7. Opinions of Independent Directors transportation related passenger and freight ground services within the airport (Projects need administrative approval shall be digital products, handicrafts, sporting goods and equipment; import & export and sales of life-saving fire fighting equipment The establish of the Tonghang Investment would be beneficial for the Company to tap the market resources of the Tonghang operated with license accordingly) and supplies, energy supplies, ship supplies, medical devices and drugs; import & export and whole sale & retail of food, liquor, Investment, broaden its investment field and looking for new profit growth point to promote diversified development. This 2.41 The Gategroup Holding AG agricultural and sideline products; grain acquisition, warehousing and logistics services (except for dangerous goods), technology investment would take positive effect on the future development of the Company. The related directors abstained from voting at Registered capital: CHF 134 million development of computer software and hardware and system, technology services, transfer and advice; cross-border E-business the meeting of the board of directors discussing the connected transaction. The voting procedure is legal and effective. No activity The Gategroup Holding AG was founded in 1992. It takes the largest market share at the global aviation catering supply platform construction and operation; enterprise procurement bidding platform construction and operation services. harming the interests of listing enterprise and other shareholders (especially the minority shareholders) exists. market as an enterprise specializing in food, beverage, hotel, logistics and supply services. It headquartered in Zurich of 3.6 Shareholders and equity structure 8. Documents for Reference Switzerland. Its business is widely distributed in 6 continents, 32 countries. It owns 124 supply station and provides on-board 3.6.1 Before the capital increase 8.1 Resolutions of the Audit and Risk Committee of the Board of Directors; products and services for more than 270 airlines enterprises. Its main businesses covers aircraft solutions and catering; cabin 8.2 Resolutions of the Board of Directors; Capital Contribution services, retail and catering; PSCS and supplies; supply chain solutions and other related services No. Shareholder Equity Percentage (%) 8.3 Prior Opinion of Independent Directors signed; (In RMB 1,000 yuan) 2.42 The Haihang Refrigeration Chain Holding Company Limited 8.4 Opinion of Independent Directors signed; Registered capital: RMB 1.173 million yuan 1 The Hainan Airlines Holding Company Limited 150,000.00 30.00 8.5 Investment Agreement Legal representative: Zhang Tong 2 The Haihang Chuangxin Capital Co., Ltd. 175,000.00 35.00 Business scope: Investment and investment advisory; asset management; motor vehicle public parking services; warehousing Board of Directors 3 The Shenzhen Daqian Investment Co., Ltd. 175,000.00 35.00 services (except for project which needs special approval); batch packing; road, ocean and air freight agent; sales of edible Hainan Airlines Holding Company Limited agricultural products, chemical products (except for hazardous chemicals and Class-A precursor chemicals), textiles, household Total 500,000.00 100.00 Nov. 28, 2017 goods, refrigerated box, coolant products, mechanical equipment, electronic products, computer hardware and software and auxiliary equipment; research and development of refrigerated insulation box; technology development, transfer and consultation; 3.6.2 After the capital increase import and export of goods, technology and import & export agency; special transport of goods (Reefer container storage) (The road transport business license expires on Aug. 25 of 2018.); sales of foodstuff Capital Contribution Equity ANNOUNCEMENT ON CO-ESTABLISHING No. Shareholder (It’s not allowed: 1. To raise funds publicly without the approval of the relevant authorities; 2. To publicly carry out trading (In RMB 1,000 yuan) Percentage (%) INVESTMENT FUND activities involving securities products and financial derivatives; 3. To grant loans; 4. To provide guarantees to the enterprise other 1 The Hainan Airlines Holding Company Limited 900,000.00 30.00 than the invested enterprises; 5. To commit to investors of zero loss of original investment capital or a minimum revenue.) (The enterprise shall independently choose management projects and carry out business activities according to the law; 2 The Haihang Chuangxin Capital Co., Ltd. 1,925,000.00 64.17 HAINAN AIRLINES HOLDING CO., LTD. Projects which need the approval of relevant authorities shall be operated accordingly; The enterprise shall not engage in the 3 The Shenzhen Daqian Investment Co., Ltd. 175,000.00 5.83 The board of directors of the Hainan Airlines Holding Co., Ltd. and its entire directors hereby guarantee that there is no operation of projects prohibited and restricted by the municipal industrial policy.) Total 3,000,000.00 100.00 2.43 The Swissport Group S.à r.l significant omission, fictitious description or serious misleading of information in this announcement and they will take both Registered capital: 1,472 million Euros individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. Business scope: Aircraft towing and back service; aircraft maintenance services; aircraft refueling; aircraft deicing service; Note: The 51st session of the seventh board of directors of the Company on July 18 of 2016 and 2016 third extraordinary Important Notice: baggage sorting and transport service; cabin cleaning service; crew transportation service; passenger reception and guidance general meeting of the Company on August 3 of 2016 deliberated and passed through the Report on Establishing the Haihang ●● This transaction would be submitted to the general meeting for approval. service; passenger transport vehicle service; hotel reservation service; VIP room service; IT service; aircraft loading and unloading Import & Export Company Limited with the HNA Group Company Limited and the Shenzhen Daqian Investment Company ●● Content of Transaction: The Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) plans to service; warehousing service; the global air freight logistics service; cargo facilities management service; safety management of Limited. On Sept. 18 of 2016, the business registration of the Haihang Import & Export completed. On Oct. 9 of 2017, the HNA co-establish the Jiaxing Jinglv Equity Investment Fund Partnership (LP, hereinafter referred to as the Jiaxing Jinglv or the Fund) dangerous goods; aviation professional training advisory; flight loading balance and other air transport and travel related services Group Company Limited transfer 35% stock right of the Haihang Import & Export held by it to the Chuangxin Capital. together with the Beijing Jinglv Shenghong Investment Management Company Limited (hereinafter referred to as the Jinglv 2.44 The Haihang Aviation Management Service Company Limited 3.7 Financial Data: As of Dec. 31 of 2016, the audited total assets of the Haihang Import & Export accounted for RMB Shenghong), the Hainan Haichuang Baichuan Equity Investment Fund Management Company Limited (hereinafter referred to as Registered capital: RMB 30,000 million yuan 500,559,400 yuan and net assets for RMB 499,738,300 yuan. The audited operation income in 2016 accounted for RMB 0 yuan the Haichuang Baichuan), the HNA Tourist Group Company Limited (hereinafter referred to as the HNA Tourist) and the Haihang Legal representative: Xie Haoming and net profit for RMB -261,700 yuan. Science & Technology Group Company Limited (hereinafter referred to as the Haihang Science & Tech). The total size of the Fund Business scope: Management of investment projects related to air transport; general aviation services; sales of aircraft, aircraft As of Sept. 30 of 2017, the total audited assets of the Haihang Import & Export accounted for RMB 522,617,400 yuan and net would account for RMB 5,000,000,000 yuan which shall include RMB 1,497,000,000 yuan of the Company (one of the partners of engines, aviation equipment and simulator; aviation business consulting services; aviation business agent services; export of labor assets for RMB 500,057,600 yuan. The audited operation income in Jan.-Sept. of 2017 accounted for RMB 12,592,700 yuan and the fund), taking 29.94% of the total fund size. The investment orientation of the Fund would be new digital tourist platform and services; business aviation safety management consulting; computer software development; information technology consulting net profit for RMB319,3 00 yuan. eco-system (the HiApp project), which would integrate the global quality tourist service resources under the HNA Group to build services; data processing and storage services 4. Main Content and Pricing Policy of the Agreement a global off-line digital tourist service data system which would be comprehensive, accurate and detailed. The target is to promote 2.45 The Yingkou Airport Company Limited 4.1 Investment parties: on-line aviation and tourist platform building through digitalize the service resources and build a global aviation & tourist service Registered capital: RMB 130 million yuan 4.1.1 The Hainan Airlines Holding Company Limited ecology which shall get together all best local and quality aviation & tourist product and services covering all essential tourist Legal representative: Duan Jianfeng 4.1.2 The Haihang Chuangxin Capital Co., Ltd. elements of food, hospitality, travel, visit shopping, entertaining. It would present more intelligent travel assistant app which totally Business scope: Airport management, investment, construction; providing port and ground transportation services for 4.2 Object company understand the demand of the customer and would provide customized and personalized service to each consumer basing. domestic and foreign air transport enterprises; rental of aviation business premises, commercial and office sites and providing The Haihang Import & Export Company Limited ●● Special Risk Prompt: The common agreement has been reached by the cooperative parties upon the establishment of the integrated services; construction, operation of airport related real estate facilities; real estate investment in Yingkou; advertisement Fund. However, there’s still risk of possible failure on setting up the Fund caused by insufficient capital or other objective causes, business; warehousing (except for dangerous goods), packaging, load&unload, cartage service; sales of hardware tools, electrical 4.3 Capital increase amount and pricing policy: and underestimated risks of project progress. products, electronic products, communication equipment, general merchandise, knitwear and textile, arts & crafts, local products; The Company plans to increase capital investment into the Haihang Import & Export together with the Chuangxin Capital for ●● The HNA Group Company Limited is the major shareholder of the Company. The Jinglv Shenghong, the Haichuang (Above listed business scope does not include the project prohibited or restricted by the national laws and regulations; Projects amount of RMB 750,000,000 yuan and RMB 1,750,000,000 yuan respectively at the price of RMB 1 yuan per share. According Baichuan, the HNA Tourist and the Haihang Science & Tech are the controlled enterprises of the HNA Group Company Limited. need administrative approval or license shall be operated accordingly; to the Project Assets Evaluation Report on Total Equity Value of Shareholders of the Haihang Import & Export (Tong Zhi Xin De Therefore this transaction is a connected transaction. The related directors, Wang Fei, Mu Weigang, Sun Jianfeng and Xie 2.46 The Shanxi Aviation Tourist Group Company Limited Ping Bao Zi [2017] No. A0290) issued by the Tongzhi Xinde (Beijing) Assets Evaluation Company Limited, as of Sept. 30 of 2017, Haoming, had abstained from voting at the meeting of the board of directors discussing the connected transaction. Registered capital: RMB 10,000 million yuan the net assets of the Haihang Import & Export accounts for RMB 500,057,600 yuan, the evaluated value for RMB 500,039,500 ●● Influence of the Transaction: The HiApp to be invested by the fund is a brand-new digital tourist platform and eco- Legal representative: Zhang Jingsheng yuan. Therefore the net assets per share equals to RMB 1 yuan per share. Through friendly negotiation, the Hainan Airlines system. It would rely on the rich offline comprehensive resources of aviation, tourist, hotels of the HNA Tourist and integrate the Business scope: Investment and management of air transportation related projects, airport investment, airport operation Holding Company Limited agreed to increase capital investment into the Haihang Import & Export together with the Chuangxin advanced scientific and technological means of the Haihang Science & Tech and the tourist management experiences of the Jinglv management; investment and management of hotel, scenic spots, tourism projects; investment and management of logistics; Capital respectively at the price of RMB 1 yuan per share. The trading price is fair and reasonable. Shenghong and the Haichuang Baichuan to segmenting the market and type of every link of modern tourism, so to extend the investment and development of energy, transportation, new technology, new materials; industrial investment; information 5. Influences full range of offline travel services to online service system and cater to customers preferences of information products. It would technology service; information consulting service; investment financial consultant; enterprise management consultation; financial, The Haihang Import & Export takes full advantage of the reform policy (Regional Customs Clearance Integration) to open up a new era of travel mode. The comprehensive digital upgrade would further improve the tourism assets using efficiency. insurance and other industrial investment; cultural and creative industry; E-commerce (Projects which need administrative approval develop its import & export trade business. Meanwhile it would rely on the management and control experiences, management The online extension of industrial resources would make up the online market vacancy and gain the market initiative in the future. shall be operated accordingly.) system standards, international vision and resource channels to make full play of its advantages in purchasing and trade businesses, It would be beneficial to obtain better service ability and market competitiveness. The investment would build up a diversified 2.47 The Haihang Express (Beijing) Company Limited further integrate the global supply chain resources, build global centralized trade platform, adopt financial service methods to management mode of the Company under the precondition of ensuring the development of its main business. It would achieve the Registered capital: RMB 55 million yuan improve its business mode and strive to grow into a global commodity trade service provider and financial services solutions industrial scale expansion target and exogenous aggregate growth of business performance of the Company. It would be helpful Legal representative: Liu Ruqun provider. for the Company to obtain new investment opportunities and profit growth points and would take positive effect on the future Business scope: General cargo warehousing services; business information consulting (not including intermediary services); The capital increase into the Haihang Import & Export would help to enrich the financial strength of the Haihang Import & development of the Company. delivery services (not including letters and correspondence with the nature of letters); international freight agency land, ocean, Export, achieve the future operation target, reduce the integral operation cost of purchasing aircraft, engine and aviation materials. 1. General air transportation; civil air transport sales agency; domestic freight forwarders; import and export of goods; sales of forage, fresh It would be beneficial for the Company to improve its investment income and take positive influence on the future development of 1.1 Basic information vegetables, fresh fruit, textiles, clothing and footwear, kitchen supplies, sanitary ware, cosmetics, daily necessities, furniture, the Company. The Hainan Airlines Holding Company Limited plans to co-establish the Jiaxing Jinglv Equity Investment Fund Partnership decoration materials, stationery, photographic equipment, auto parts, motorcycle parts, household appliances, computer hardware 6. Opinion of Independent Directors (LP) together with the Jinglv Shenghong, the Haichuang Baichuan, the HNA Tourist and the Haihang Science & Tech. The total and peripherals, communication equipment, arts & crafts (except for cultural relics), office stationery, bags, plastic products, leather The capital increase into the Haihang Import & Export would help to reduce the cost on operation and increase its investment size of the fund would account for RMB 5,000,000,000 yuan which shall include RMB 1,497,000,000 yuan of the Company (one products, instruments & meters, steel, coal (Physical coal trading, storage and transportation activities shall not be carried out in income and further optimize the income structure of it. It would form benign interaction with the main businesses of the Company of the partners of the fund), taking 29.94% of the total fund size. The investment orientation of the fund would be new digital the Beijing area), coke and car; retail of chemical products (except for precursor chemicals and hazardous chemicals), machinery and take positive effect on the future development. The relate directors had avoid from voting during the deliberation of the board tourist platform and eco-system (the HiApp project). & equipment, hardware, electronic products, minerals, building materials (except for sand, gravel & sand products) of directors. The decision making procedure is effective and legal. No activity damaging the interest of the listed enterprise and This transaction is a connected transaction, but not major assets restructure as regulated by the Measures for the Management (The enterprise shall independently choose management projects and carry out business activities according to the law; entire shareholder exists. of Major Assets Reorganization of Listed Enterprises Projects which need the approval of relevant authorities shall be operated accordingly; The enterprise shall not engage in the 7. Documents for Reference 1.2 Decision making procedure operation of projects prohibited and restricted by the municipal industrial policy.) 7.1 Resolutions of the Audit and Risk Committee of the Board of Directors; This transaction has been deliberated and passed through by the 14th session of the eighth board of directors of the Company. 2.48 The Guilin Aviation Tourist Group Company Limited 7.2 Resolutions of the Board of Directors; The related directors, Wang Fei, Mu Weigang, Sun Jianfeng and Xie Haoming, had abstained from voting at the meeting of the Registered capital: RMB 3,046 million yuan 7.3 Prior Opinion of Independent Directors signed; board of directors discussing the connected transaction. Legal representative: Xu Xin 7.4 Opinion of Independent Directors signed; Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 4 avoiding votes. Business scope: Investment and investment management in aviation, general aviation industry, tourism, cultural industry, 7.5 Project Assets Evaluation Report on Total Equity Value of Shareholders of the Haihang Import & Export This proposal shall be submitted to the general meeting for approval. hotels, financial enterprises; hotel management; exhibition service; booking tickets; business information consulting (except 7.6 Auditor’s Report of the Haihang Import & Export 2. Introduction to the Counter Parties for securities, futures, certification consulting); marketing & planning; website development, network technology consultation, 7.7 Capital Increase Agreement 2.1 General Partners (GP ) computer technology consulting service; sales of electronic products (except for the project which needs license and examination GP1. The Beijing Jinglv Shenghong Investment Company Limited approval), communication equipment (except for the project which needs license and examination approval), arts & crafts (Projects Board of Directors ① Registered address: No. 16 Dong Road, Xiong’erzhai county, Pinggu District, Beijing need administrative approval shall be operated with license accordingly) Hainan Airlines Holding Company Limited ② Legal representative: Huang Erwei 2.49 The Yunnan Tonghui Hotel Management Company Limited Nov. 28, 2017 ③ Registered capital: RMB 100,000,000 yuan Registered capital: RMB 10 million yuan ④ Business scope: Investment management; asset management; project investment; investment consultant (It’s not allowed: Legal representative: Qian Feng 1. To raise funds publicly without the approval of the relevant authorities; 2. To publicly carry out trading activities involving Business scope: Hotel management; business consulting; corporate image design and marketing & planning; development and securities products and financial derivatives; 3. To grant loans; 4. To provide guarantees to the enterprise other than the invested application of computer hardware & software; ticketing agency; undertaking conference and commodity exhibition activities; chess ANNOUNCEMENT ON CO-ESTABLISHING THE JOINT enterprises; 5. To commit to investors of zero loss of original investment capital or a minimum revenue.) (The enterprise shall & card service; laundry service; domestic trade, material supply and sales; health information consultant; accommodation; catering independently choose management projects and carry out business activities according to the law; Projects which need the approval services; VENTURE COMPANY of relevant authorities shall be operated accordingly; The enterprise shall not engage in the operation of projects prohibited and 2.50 The Haihang Tourist Investment Holding Company Limited restricted by the municipal industrial policy.) Registered capital: RMB 50,000 million yuan HAINAN AIRLINES HOLDING COMPANY LIMITED ⑤ Shareholders & equity structure: Legal representative: Li Tie Capital Contribution Capital Contribution The board of directors (“BoD”) of the Hainan Airlines Holding Company Limited and its entire members hereby guarantee No. Shareholder Business scope: Investment and management of tourist project; investment advisory (except for projects involving financial, (In RMB 1,000 yuan) Percentage (%) securities, futures, insurance, funds which would need advance license); business information consulting; financial information that there is no significant omission, fictitious description or serious misleading of information in this announcement and they will consulting; computer software technology development; transfer and advisory services; enterprise marketing & planning; take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. 1 The Haihang Tourist Management Holding Co., Ltd. 5,000.00 5.00 translation services; conference services (excluding travel agency business); market information consultation and investigation; Important Notice: 2 The HNA Tourist Group Co., Ltd. 95,000.00 95.00 ●● This transaction would be submitted to the general meeting for approval. planning, corporate image planning; design, production, agent, publishing domestic advertisement; planning of cultural & art Total 100,000.00 100.00 exchange activities ●● Name of the investment target: The Haihang Tonghang Investment Company Limited (hereinafter referred to as the 2.51 The Tianjin Yanshan Science & Technology Venture Investment Company Limited Tonghang Investment or the Joint Venture Company) Registered capital: RMB 100 million yuan ●● Content of Transaction: The Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) plans GP2. The Hainan Haichuang Baichuan Equity Investment Fund Management Co., Ltd. Legal representative: Peng Peng to establish the Haihang Tonghang Investment Company Limited (which shall be finally confirmed subject to the approval of ① Registered address: Fl. 16 of the Haihang building, No.7 Guoxing Avenue, Haikou, Hainan Business scope: Venture investment; agency for other venture capital enterprises and venture investment business of other the industry and commerce authority) with the HNA Group Co., Ltd. (hereinafter referred to as the HNA Group) and the HNA ② Legal representative: Peng Fang institutions or individuals; venture capital consulting business; providing entrepreneurship management services for venture Tourist Group Company Limited (hereinafter referred to as the HNA Tourist). The registered capital would account for RMB ③ Registered capital: RMB 10,000,000 yuan