DOCSLIB.ORG

Announcement on Capital Increase Into the Haihang

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Announcement on Capital Increase Into the Haihang 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
Load more

Recommended publications
  • HAINAN AIRLINES HOLDING COMPANY LIMITED the Chongqing Yufu Capital Operation Group Co., Company and All Shareholders
    A19 廣告 2021年8月31日（星期二） 2021年8月31日（星期二） HAINAN AIRLINES HOLDING COMPANY2021年8月 31LIMITED日（星期二） 0 abstention vote and 6 avoiding votes. It would be beneficial to solve the future or potential horizontal competition Capital Contribution No. Shareholder Equity Percentage(%) ANNOUNCEMENT OF RESOLUTIONS OF BOARD OF DIRECTORS among the Beijing Capital Airlines Company Limited, Western Airlines Company Limited and the Company. It will (In RMB 1,000 yuan) not adversely affect the production and operation of the listed company, and there is no damage to the interests of the HAINAN AIRLINES HOLDING COMPANY LIMITED The Chongqing Yufu Capital Operation Group Co., Company and all shareholders. This proposal shall be submitted to the general meeting of shareholders for deliberation. 1 400,000.00 The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there 4.2 Review of the board of supervisors Ltd. 40.00 is no significant omission, fictitious description or serious misleading of information in this announcement and they will This proposal has been deliberated by the 10th session of the ninth board of supervisors and passed through by 5 2 The HNA Group South-west Headquarter Co., Ltd. 600,000.00 60.00 take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. affirmative votes, 0 dissenting vote and 0 abstention vote. The decision-making procedures of this proposal complies The 16th session of the ninth board of directors of the Hainan Airlines Holding Company Limited (hereinafter with the relevant laws and regulations. There is no damage to the interests of the Company and all shareholders.
    [Show full text]
  • Annual Report 2019 年報 Contents
    ANNUAL REPORT 2019 年報 CONTENTS 1. IMPORTANT NOTICE . 2 2. CORPORATE PROFILE . 5 3. SUMMARY OF ACCOUNTING DATA AND FINANCIAL INDICATORS ................... 7 4. REPORT OF THE DIRECTORS....................................................... 11 5. DISCUSSION AND ANALYSIS OF BUSINESS CONDITION . 23 6. IMPORTANT MATTERS . 40 7. CHANGES IN EQUITY AND SHAREHOLDING OF SHAREHOLDERS ..................... 57 8. DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES ............... 61 9. CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE REPORT . 72 10. FINANCIAL REPORT ............................................................. 93 11. SUMMARY OF RESULTS, ASSETS AND LIABILITIES OF THE GROUP................... 407 12. LIST OF DOCUMENTS AVAILABLE FOR INSPECTION ............................... 409 Northeast Electric Development Co., Ltd. 1 Annual Report 2019 IMPORTANT NOTICE 1.1 The Board, Supervisory Committee, Directors, Supervisors and senior management of the Company hereby confirm that there are no false representations, misleading statements or material omissions contained in this report, and they, severally and jointly, accept full responsibility for the truthfulness, accuracy and completeness of the contents of this report. 1.2 The Company’s Chairman, Zhu Jie, Chief Financial Officer, Wang Kai and Chief Accounting Officer, Xing Liwen hereby represent: guaranteeing the truthfulness, accurateness and integrity of the financial report of the Annual Report. 1.3 All Directors attended the Board meeting in person to consider and approve this report. 1.4 This report has been considered and approved by the fourteenth meeting of the 9th Board convened on 29 April 2020. The Audit Committee of the Board has reviewed and confirmed the Company’s financial report for 2019. 1.5 The Company’s annual financial report is prepared under the PRC GAAP and the International Financial Reporting Standards (“IFRS”).
    [Show full text]
  • For Personal Use Only 603 Page 1/3 15 July 2001
    For personal use only 603 page 1/3 15 July 2001 Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder To Company Name/Scheme Virgin Australia Holdings Ltd ACN/ARSN 100686226 1. Details of substantial holder (1) Name HNA Tourism Group Co., Ltd (海航旅业集团有限公司) and each of the other entities set out at Annexure A. ACN/ARSN (if applicable) This notice is given by HNA Tourism Group Co., Ltd (海航旅业集团有限公司)on behalf of itself and each of the other entities named in the list of 1 pages annexed to this notice and marked A. The holder became a substantial holder on 23/06/2016 – 14/08/2017 1 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows: Class of Number of securities Person’s votes (5) Voting power (6) securities (4) ORD 1,676,736,791 1,676,736,791 19.82% 3. Details of relevant interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows: Holder of relevant interest Nature of relevant interest (7) Class and number of securities HNA Tourism (International) Investment Group Co., Ltd. acquired 60% of the issued capital of HNA Innovation Ventures (Hong Kong) Co., Limited on 14 August 2017 due to internal HNA Tourism (International) Investment restructuring (as described further at Annexure ORD 1,676,736,791 Group Co., Ltd.
    [Show full text]
  • Hainan Airlines Holding Company Limited 4
    B4 2018年9月22日（星期六） 2018年9月22日（星期六） HAINAN AIRLINES HOLDING COMPANY 2018LIMITED年9月22日（星期六） Capital Contribution Total 1,000,000 100.00 ANNOUNCEMENT OF RESOLUTIONS OF BOARD OF DIRECTORS No. Shareholder Equity Percentage (%) (In RMB 1,000 yuan) HAINAN AIRLINES HOLDING COMPANY LIMITED 4. Main Content and Pricing Policy The Beijing Houpu Yunde Investment Management Partnership 1 741,069.8 100.00 4.1 Client: The HNA Group South-west Headquarter Co., Ltd. The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there is no significant (LP) 4.2 Consignee: The Hainan Airlines Holding Co., Ltd. omission, fictitious description or serious misleading of information in this announcement and they will take both individual and joint Total 741,069.8 100.00 4.3 Entrusted management target: 60% stock right of the Chongqing Western Airlines Holding Company Limited responsibilities for the truthfulness, accuracy and completeness of the content. 4.4 Entrusted management term: Three years 4. Main Content and Pricing Policy The 31st session of the eighth board of directors of the Hainan Airlines Holding Co., Ltd. (hereinafter referred to as “the Company”) 4.5 Management fee: 4.1 Transferor: The Hainan Airlines Holding Company Limited was convened in the method of communication on Sept. 21 of 2018. The entire board of directors (nine directors) participated the Fixed management fee: RMB 1,000,000 yuan per year 4.2 Purchasing party: The Beijing Houpu Yunde Investment Management Partnership (LP) meeting, which conforms to the regulations of the Company Law and Articles of Association. During the meeting, following proposals Floating management fee: The floating management fee shall be charged subject to exact operation situation of the aviation industry 4.3 Transfer price and pricing policy: were deliberated and passed through: and the underlying company itself during the period of entrusted management.
    [Show full text]
  • Annual Report 2018 年報 Contents
    ANNUAL REPORT 2018 年報 CONTENTS 1. IMPORTANT NOTICE.............................................................. 2 2. CORPORATE PROFILE............................................................. 5 3. SUMMARY OF ACCOUNTING DATA AND FINANCIAL INDICATORS .................... 7 4. REPORT OF THE DIRECTORS....................................................... 10 5. DISCUSSION AND ANALYSIS OF BUSINESS CONDITION . 22 6. IMPORTANT MATTERS............................................................ 39 7. CHANGES IN EQUITY AND SHAREHOLDING OF SHAREHOLDERS . 54 8. DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES ................ 58 9. CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE REPORT ................ 69 10. AUDITORS’ REPORT ............................................................. 89 11. LIST OF DOCUMENTS AVAILABLE FOR INSPECTION ................................ 268 Northeast Electric Development Co., Ltd. 1 Annual Report 2018 IMPORTANT NOTICE 1.1 The Board, Supervisory Committee, Directors, Supervisors and senior management of the Company hereby confirm that there are no false representations, misleading statements or material omissions contained in this report, and they, severally and jointly, accept full responsibility for the truthfulness, accuracy and completeness of the contents of this report. 1.2 The Company’s Chairman, Li Tie, Chief Financial Officer, Wang Kai and Chief Accounting Officer, Xing Liwen hereby represent: guaranteeing the truthfulness, accurateness and integrity of the financial report of the Annual Report. 1.3
    [Show full text]