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Hainan Airlines Holding Company Limited 4

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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. If the Consignee caused the underlying company to According to the Evaluation Report on Total Shareholder’s Equity Value of the Guosheng Property to be Transferred to the Company The Report on Equity Transfer of the Guosheng Property implement dividend or bonus distribution, the Consignee shall collect a floating management fee for 25% of the dividends received by (the document of Tong Zhi Xin De Ping Bao Zi [2018] No. A0139) issued by the Beijing Tongzhi Xinde Assets Evaluation Company In order to optimize the assets structure, the Company would transfer 100% stock right of the Beijing Guosheng Property Management the custody equity. Limited, as of the benchmark day of August 31 of 2018, the net assets of the Guosheng Property accounts for RMB 740,069,800 Company Limited (fully owned subsidiary of the Company) to the Beijing Houpu Yunde Investment Management Partnership (LP) at 4.6 Payment of the management fee: yuan, the evaluated value for RMB 1,296,174,800 yuan. The added value accounts for RMB 556,105,000 yuan and value added rate the price of RMB 1,299,371,600 yuan. Fixed management fee: The Client would pay the fixed management fee to the Consignee before January 30 of each year. If the entrust is of 75.14%. Therefore, the shareholders agreed to purchase the 100% stock right of the Guosheng Property at the price of RMB Opinions of Independent Directors: The stock right transfer is beneficial for the Company to optimize its assets structure. It would term is less than one year, the fixed management fee shall be charged on the basis of the actual time of custody. 1,299,371,600 yuan from the Company in reference to above evaluated price and through friendly negotiation of both parties. The not take any significant influence on the operation, businesses and financial status of the Company. The voting procedure is legal and Floating management fee: The Client shall pay the corresponding floating management fee to the Consignee within 20 working days of trading price is fair and reasonable. effective. No activity harming the interests of listing enterprise and all shareholders exists. being paid the dividend. 5. Influences For details, please refer to the ANNOUNCEMENT ON EQUITY TRANSFER OF THE SUBSIDIARY COMPANY. 4.7 Entry into force condition: The contract shall take into effect from the date of signature. Upon the completion of this transaction, the Company would no longer hold the stock right of the Guosheng Property. This transaction Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. Motivation and Influences would generate income of RMB 557,028,900 yuan for the Company. The exact value shall be subject to the annual audited value. It’s This proposal shall be submitted to the general meeting for approval. It’s beneficial for the Company to accept the entrusted management of the 60% stock right of the Western Airlines Holding. It would beneficial for the Company to optimize its assets structure. It would not take any influence on the interests of the Company and its The Report on Entrusted Equity Management of the Capital Airlines Holding help to standardize the operation and management of the Western Airlines with the operation standards of a Five-star Airlines and shareholders . The Company would renew the signature of the Entrusted Equity Management Contract of the Beijing Capital Airlines Holding promote its profit-earning capability. It would lay a sound foundation for the future stock right injection of the Western Airlines and 6. Opinions of Independent Directors Company Limited and accept the entrust of the HNA Tourist Group Company Limited and start to manage the 50.4% stock right of the avoid and effectively solve the future or potential horizontal competition with the Company. The stock right transfer is beneficial for the Company to optimize its assets structure. It would not take any significant influence on the Beijing Capital Airlines Holding Company Limited subject to above stated contract. The entrusted management term is for three years. Opinions of Independent Directors operation, businesses and financial status of the Company. The voting procedure is legal and effective. No activity harming the interests During the term of entrusted management, the fixed and floating management fee would be charged for the entrusted management. This transaction is based on the Commitment on Solving the Future or Potential Horizontal Competition of the HNA Group in April of listing enterprise and all shareholders exists. The fixed management fee shall be charged for RMB 1,000,000 yuan per year. The Company shall collect a floating management fee of 2012. The signature of above stated contract would be beneficial for the Company to standardize the operation and management of 7. Documents for Reference of 25% dividends received by the custody equity if the Company caused the Beijing Capital Airlines Holding Company Limited to the Western Airlines with the operation standards of a Five-star Airlines, to promote its profit-earning capability. It would lay a sound 7.1 Resolutions of the Board of Directors; implement dividend or bonus distribution. foundation for the future stock right injection of the Western Airlines and avoid and effectively solve the future or potential horizontal 7.2 Opinions of Independent Directors signed Opinions of Independent Director: This transaction is the based on the Commitment on Solving the Future or Potential Horizontal competition with the Company. The management fee is fair and reasonable. The related directors avoided from voting at the meeting 7.3 Evaluation Report on Total Shareholder’s Equity Value of the Guosheng Property to be Transferred to the Company Competition of the HNA Group in April of 2012. The signature of above stated contract would be beneficial for the Company to of the board of directors discussing the connected transaction. The voting procedure is legal and effective. No activity harming the 7.4 Equity Transfer Agreement standardize the operation and management of the Beijing Capital Airlines Company Limited with the operation standards of a Five- interests of listing enterprise and all shareholders exists. star Airlines and promote its profit-earning capability. It would lay a sound foundation for the future stock right injection of the Beijing 7. Documents for Reference Board of Directors Capital Airlines Company Limited and avoid and effectively solve the future or potential horizontal competition with the Company. 7.1 Resolutions of the Board of Directors; Hainan Airlines Holding Company Limited The management fee is fair and reasonable. The related directors avoided from voting at the meeting of the board of directors 7.2 Opinions of Independent Directors signed September 22, 2018 discussing the connected transaction. The voting procedure is legal and effective. No activity harming the interests of listing enterprise 7.3 Prior Opinions of Independent Directors signed and all shareholders exists 7.4 Entrusted Management Contract The HNA Tourist Group Company Limited (controlling shareholder of the Beijing Capital Airlines Holding Company Limited) is controlled by the HNA Group Company Limited (the related shareholder of the Company). Therefore, this transaction constitutes a ANNOUNCEMENT ON ENTRUSTED MANAGEMENT OF THE CAPITAL Board of Directors connected transaction. The related directors, Bao Qifa, Liu Lu, Chen Ming, Mu Weigang, Sun Jianfeng and Wang Fe, avoided from AIRLINES HOLDING Hainan Airlines Holding Company Limited voting at the meeting of the board of directors discussing the connected transaction.
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