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. September 22, 2018 For details, please refer to the ANNOUNCEMENT ON ENTRUSTED MANAGEMENT OF THE CAPITAL AIRLINES HOLDING. HAINAN AIRLINES HOLDING COMPANY LIMITED Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. This proposal shall be submitted to the general meeting for approval. The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there is no significant NOTICE OF CONVENING THE GENERAL MEETING OF SHAREHOLDERS The Report on Entrusted Equity Management of the Western Airlines Holding omission, fictitious description or serious misleading of information in this announcement and they will take both individual and joint The Company would renew the signature of the Entrusted Equity Management Contract of the Chongqing Western Airlines Holding responsibilities for the truthfulness, accuracy and completeness of the content. HAINAN AIRLINES HOLDING COMPANY LIMITED Company Limited and accept the entrust of the HNA Group South-west Headquarter Company Limited and start to manage the 60% Important Notice: stock right of the Chongqing Western Airlines Holding Company Limited subject to above stated contract, The entrusted management ●● Main Content of the Transaction: In order to solve the future or potential horizontal competition with the Hainan Airlines Holding The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there is no significant term is for three years. The fixed and floating management fee would be charged for the entrusted management. The fixed management Company Limited (hereinafter referred to as the Company), the HNA Group Company Limited (hereinafter referred to as the HNA omission, fictitious description or serious misleading of information in this announcement and they will take both individual and joint fee shall be charged for RMB 1,000,000 yuan per year. The Company shall collect a floating management fee of 25% dividends Group) issued the Commitment on Solving the Future or Potential Horizontal Competition in April of 2012. Meanwhile, the Report on responsibilities for the truthfulness, accuracy and completeness of the content. th received by the custody equity if the Company caused the Chongqing Western Airlines Holding Company Limited to implement the Shareholder Postponing Promise Performance Period (Capital Airlines) was deliberated and passed through by the 8 session of the Important Notices: dividend or bonus distribution. eighth board of directors and 2017 Second Extraordinary General Meeting of Shareholders respectively convened in June and July of ●● Convening date: Oct. 12, 2018 Opinions of Independent Director: This transaction is based on the Commitment on Solving the Future or Potential Horizontal 2017. The Beijing Capital Airlines Holding Company Limited (hereinafter referred to as the Capital Airlines Holding) is the controlling ●● . Voting system: On-line voting system of the SSE Competition of the HNA Group in April of 2012. The signature of above stated contract would be beneficial for the Company to shareholder of the Beijing Capital Airlines Company Limited (hereinafter referred to as the Capital Airlines). The HNA Tourist Group 1. Basic Information of the Conference standardize the operation and management of the Western Airlines Company Limited with the operation standards of a Five-star Company Limited (hereinafter referred to as the HNA Tourist) is the controlling shareholder of the Capital Airlines Holding. According 1.1 The 2018 seventh extraordinary general meeting of the Hainan Airlines Holding Company Limited (hereinafter referred to as the Airlines and promote its profit-earning capability. It would lay a sound foundation for the future stock right injection of the Western to the Commitment on Solving the Future or Potential Horizontal Competition of the HNA Group, the Company would accept the Company) would be convened. Airlines Company Limited and avoid and effectively solve the future or potential horizontal competition with the Company. The entrust of the HNA Tourist and start to manage the 50.4% stock right of the Capital Airlines Holding held by the HNA Tourist. 1.2 Convener: The board of directors of the Company management fee is fair and reasonable. The related directors avoided from voting at the meeting of the board of directors discussing ●● The HNA Tourist Group Company Limited is controlled by the HNA Group, the shareholder of the Company. Therefore, 1.3 Voting method: Both on-site and on-line voting methods would be adopted at the meeting. the connected transaction. The voting procedure is legal and effective. No activity harming the interests of listing enterprise and all this transaction constitutes a connected transaction, but not a material assets reorganization as regulated by the Measures for the 1.4 Convening time and place: shareholders exists. Administration of Material Assets Reorganization of the Listing Companies. The related directors, Bao Qifa, Liu Lu, Chen Ming, Mu Time: at 14:30 on Oct. 12 of 2018; rd The HNA Group South-west Headquarter Company Limited (controlling shareholder of the Chongqing Western Airlines Holding Weigang, Sun Jianfeng and Wang Fe, avoided from voting at the meeting of the board of directors discussing the connected transaction. Place: at the Conference hall of 3 floor of the Haihang Mansion, No. 7 Guoxing Rd., Haikou City Company Limited) is controlled by the HNA Group Company Limited (the related shareholder of the Company). Therefore, this ●● Influence of the Transaction: The entrusted management of the 50.4% stock right of the Capital Airlines Holding would be 1.5 On-line voting: transaction constitutes a connected transaction. The related directors, Bao Qifa, Liu Lu, Chen Ming, Mu Weigang, Sun Jianfeng and beneficial for the Company to standardize the operation and management of the Capital Airlines with the operation standards of a Five- On-line voting system: On-line voting system of the SSE Wang Fe, avoided from voting at the meeting of the board of directors discussing the connected transaction. star Airlines and promote its profit-earning capability. It would lay a sound foundation for the future stock right injection of the Capital On-line voting time through the trading system of the SSE: at 9:15-9:25,9:30-11:30 and 13:00-15:00 on Oct. 12 of 2018; For details, please refer to the ANNOUNCEMENT ON ENTRUSTED MANAGEMENT OF THE WESTERN AIRLINES HOLDING. Airlines and avoid and effectively solve the future or potential horizontal competition with the Company. On-line voting time of the internet voting platform: at 9:15-15:00 on Oct. 12 of 2018 Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. 1. General 1.6 Votes involving with the margin trading investors, refinancing investors, agreed repurchase business accounts and Shanghai Stock This proposal shall be submitted to the general meeting for approval. 1.1 Basic information Connect investors shall be processed subject to the regulations of the Implementation Details on On-line Voting of the General Meeting The Report on Changing the Director In order to solve the future or potential horizontal competition with the Company, the Company would accept the entrust of the of the Listed Enterprises of the SSE. Owing to job transfer, it’s agreed by the board of directors that Mr. Mu Weigang would not serve as the director and vice chairman HNA Tourist and start to manage the 50.4% stock right of the Capital Airlines Holding held by the HNA Tourist. The HNA Tourist 1.7 Public solicitation of shareholders voting right: Non of the board of directors of the Company. The board of directors expresses sincere thanks to Mr. Mu Weigang on his outstanding is the controlled by the HNA Group (an important shareholder of the Company). Therefore, this transaction constitutes a connected 2. Proposals of the Meeting: transaction, but not a material assets reorganization as regulated by the Measures for the Administration of Material Assets contributions and wishes that Mr. Mu Weigang would care for and support the Company and offer suggestions for the sustainable Shareholder development of the Company as always. Reorganization of the Listing Companies. No. Proposals Shareholder of A-share Shareholder of B-sharer The board of directors considers that Mr. Xu Jun is fully qualified for the position of the director of the Company and agrees to 1.2 Decision making procedure st nominate Mr. Xu Jun as the candidate of the director. His office term shall start from the date of the approval of the general meeting This transaction has been deliberated and passed through by the 31 session of the eighth board of directors of the Company. The Non-cumulative voting proposals and terminate on the expiration date of the office term of the current board of directors. related directors, Bao Qifa, Liu Lu, Chen Ming, Mu Weigang, Sun Jianfeng and Wang Fe, avoided from voting at the meeting of the 1 The Report on Equity Transfer of the Guosheng Property √ √ board of directors discussing the connected transaction. Opinion of independent directors: Mr. Xu Jun joint the Company in 1992. He has been engaged in the management of aviation industry The Report on Entrusted Equity Management of the Capital Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. 2 √ √ for long term and possesses extensive experiences in the management and operation of the airlines company. Mr. Xu Jun is qualified Airlines Holding for related regulations of the Company Law and the CSRC. The nomination is legal and effective. It’s agreed to nominate Mr. Xu Jun This proposal shall be submitted to the general meeting for approval. 2. Basic Information of the Related Party The Report on Entrusted Equity Management of the Western as the candidate of director of the Company. 3 √ √ Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. The HNA Tourist Group Company Limited Airlines Holding This proposal shall be submitted to the general meeting for approval. ① Registered address: Fl. 23 of the New HNA Building, No.7 Guoxing Avenue, Meilan District, Haikou 4 The Report on Changing the Director √ √ ② Legal representative: Zhu Tao The Report on Senior Executive Changes Cumulative voting proposal The board of directors considers that Mr. Wang Xinzhen is fully qualified for the position of the safety director of the Company and ③ Registered capital: RMB 17,500,000,000 yuan 5.00 The Report on Changing the Supervisor Candidates for Supervisors (3) agrees to appoint his as the safety director for an office term of three years. The appointment shall enter into effect from the date of ④ Business scope: Development and management of hotel projects; investment and management of tourism projects; decoration and approval of the board of directors. Mr. Chen Ning would not work as the safety director. Mr. He Haiyan would not work as the vice engineering; sales of building materials, household appliances, electronic products and communications equipment 5.01 Cao Fenggang √ √ ⑤ president of the Company. Shareholders and equity structure 5.02 Guo Haiyong √ √ Opinion of independent directors: Mr. Wang Xinzhen joint the Company in 1994. He has been engaged in the management of aviation Capital Contribution No. Shareholder Equity Percentage (%) 5.03 Wang Yuanfei √ √ safety for long term and possesses extensive experiences in the management and operation of the civil aviation safety. Mr. Wang (In RMB 1,000 yuan) Xinzhen is qualified for the position as regulated by the Company Law and the CSRC. The appointment is legal and effective. It’s 1 The HNA Group Company Limited 12,244,000 69.97 st agreed to appoint Mr. Wang Xinzhen as the safety director of the Company. 2.1 Disclosing time and disclosing medias: The above proposals had been passed through by the 31 session of the eighth board of Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. 2 The Shenzhen Zhongtai Xinrong Investment Center (LP) 1,000,000 5.71 directors of the Company on September 21 of 2018. For details, please refer to the announcements published on China Securities, The Report on Reformulating the Insider Registration Management System 3 The HNA Aviation Tourist Group Co., Ltd. 4,256,000 24.32 Shanghai Securities News, Security Times, Security Daily, Hongkong’s Wen Wei Po and the website of the SSE on September 22 of 2018. In order to improve the level of corporate governance and insider registration management, the Company would combine with its Total 17,500,000 100.00 actual situation to reformulate the Insider Registration Management System subject to the regulations of the Company Law, the 2.2 Special proposal: No; Securities Law, Measures for the Information Disclosure Administration of Listed Companies, the Listing Regulations of the SSE, the 2.3 Proposal with separate vote of the medium and small investors: 1, 2, 3, 4; Articles of Association and Information Disclosure Administration System of the Company. 3. Basic Information of the Trading Object 2.4 Proposal involving of connected shareholders to avoid from voting: 2, 3; The full text shall be referred to the content published on the website of the SSE (http://www.sse.com.cn). The Beijing Capital Airlines Holding Company Limited Shareholders who shall avoid from voting: The Grand China Air Co., Ltd., the Haikou Meilan International Airport Co., Ltd., the HNA Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. ① Registered address: No. 6 Anfu Street, Houshayu County, Shunyi District, Beijing Group Co., Ltd. and the Changjiang Leasing Co., Ltd. The Report on Convening the 2018 Seventh Extraordinary General Meeting of Shareholder ② Legal representative: Wu Chongyang 2.5 Proposal involving the vote of shareholders of preferred stock: No. The board of directors agreed to convene the 2018 seventh extraordinary general meeting of shareholders on Oct. 12 of 2018. For ③ Registered capital: RMB 1,500,000,000 yuan 3. Notices on Vote Casting details, please refer to the NOTICE OF CONVENING THE GENERAL MEETING OF SHAREHOLDERS. ④ Business scope: Project investment; investment management; management consulting (The enterprise shall select management 3.1 Shareholders who vote through the voting system of the SSE could log in either the voting platform of the trading system (through Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. projects and carry out business independently activities according to related regulations of the law; Projects which need the approval the trading terminals of the designated Securities) or the internet voting platform (http://vote.sseinfo.com) to cast vote. If it’s the first of relevant authorities shall be operated accordingly; The enterprise shall not engage in any project operation which is prohibited and time for the investor to log-in the on-line voting platform to cast vote, the identification registration shall be completed. Please refer to Board of Directors restricted by the municipal industrial policy.) the specification of the on-line platform for details. Hainan Airlines Holding Co., Ltd. ⑤ Shareholders and equity structure 3.2 If the shareholder who votes through the voting system of the SSE owns multiple accounts, any one of these accounts would be Sept. 22, 2018 adopted as the access to the on-line voting. When the votes were cast, it shall be deemed that the A-shares or preferred shares in same Capital Contribution No. Shareholder Equity Percentage (%) breed under all these accounts cast the same vote respectively. (In RMB 1,000 yuan) 3.3 If a shareholder cast votes more than his/her electoral votes, or votes more than the number of candidates to be elected in the Attachment 1: Resume of Mr. Xu Jun 1 The Hainan Airlines Holding Co., Ltd. 294,000 19.60 balance election, the votes shall be deemed as invalid votes. Xu Jun, male, born in Sichuan province in 1971. He graduated from the Tianjin University (Metallurgy Branch School). In 1992, 2 The HNA Tourist Group Co., Ltd. 756,000 50.40 3.4 The repeat votes through on-site, on-line voting platform of the SSE or any other methods shall be subject to the first vote. he joint the Company and had been worked as the director of the Xi’an Regional Control Center under the Operation and Control 3 The Beijing Jinghai Haicheng Investment Co., Ltd. 450,000 30.00 3.5 The vote shall be submitted upon the shareholder voted on all proposals. Department of the Company, manager of the Operation and Control Department of the Chang’an Airlines Company Limited, general 3.6 The shareholder who hold both A-share and B-share shall cast vote respectively. Total 1,500,000 100.00 manager and vice president of the Operation and Control Department of the Deer Jet Co., president of the Beijing Capital Airlines 3.7 Please refer to the Attachment 2 for the cumulative voting system for the election of directors, independent directors and Company Limited, chairman of the Tianjin Airlines Company Limited. Presently, he’s working as the president of the Company. supervisors Attachment 2: Resume of Mr. Wang Xinzhen 4. Main Content and Pricing Policy 4. People Attending the Meeting Wang Xinzhen, male, born in Liaoning province on March of 1975. He graduated from the China Civil Aviation Flight Academy and 4.1 Client: The HNA Tourist Group Co., Ltd. 4.1 The shareholders who registered in the China Securities Depository and Clearing Corporation Limited (Shanghai branch) after majored in general aircraft driving. In 1996, he joint the Company and had been worked as the deputy chief flying director of the A340 4.2 Consignee: The Hainan Airlines Holding Co., Ltd. closing on the registration date shall be qualified to participate the meeting. The shareholders could authorize the proxies in written fleet under the flight department, vice general manager of the safety supervision division, chief flying director of the flight department 4.3 Entrusted management target: 50.4% stock right of the Beijing Capital Airlines Holding Company Limited form to participate the meeting and vote for them. It’s not necessary for a shareholder to authorize a corporate shareholder as the proxy. of the Company. Presently, he works as the vice operation president of the Jinpeng Airlines Company Limited. 4.4 Entrusted management term: Three years Following is the details: 4.5 Management fee: Share Type Security Code Abbreviation Registration Date Last Trading Date Fixed management fee: RMB 1,000,000 yuan per year A-share 600221 HHKG Sept. 26, 2018 – ANNOUNCEMENT OF RESOLUTION OF BOARD OF SUPERVISORS Floating management fee: The floating management fee shall be charged subject to exact operation situation of the aviation industry and the underlying company itself during the period of entrusted management. If the Consignee caused the underlying company to B-share 900945 HHKG-B Oct. 9, 2018 Sept. 26, 2018 HAINAN AIRLINES HOLDING COMPANY LIMITED implement dividend or bonus distribution, the Consignee shall collect a floating management fee for 25% of the dividends received by the custody equity. 4.2 Directors, supervisors and senior management The board of supervisors and its entire supervisors of the Hainan Airlines Holding Company Limited guarantees there’s no significant 4.6 Payment of the management fee: 4.3 Lawyers engaged by the Company omission, fictitious description or serious misleading of the announcement and would take both individual and joint responsibilities for Fixed management fee: The Client would pay the fixed management fee to the Consignee before January 30 of each year. If the entrust 4.4 Others the truthfulness, accuracy and completeness of its content. term is less than one year, the fixed management fee shall be charged on the basis of the actual time of custody. th 5. Registration Method On Sept. 21 of 2018, the 15 session of the eighth board of supervisors of the Hainan Airlines Holding Company Limited (hereinafter Floating management fee: The Client shall pay the corresponding floating management fee to the Consignee within 20 working days of th 5.1 The eligible participants are requested to register before 17:00 of Oct. 11 of 2018 at the West Zone on 5 Fl. of the Haihang referred to as the Company) was held through communication meeting. The entire board of supervisors (five supervisors) participated being paid the dividend. Building. The fax and letter registration shall take effect on the confirmation of the Company. the meeting, which conforms to the regulations of the Company Law and Articles of Association of the Company. During the meeting, 4.7 Entry into force condition: The contract shall take into effect from the date of signature. 5.2 For individual shareholders, it is necessary to take with them the valid Certificate of Stock Equity, the original and duplicate of ID the proposal on changing the supervisor was deliberated and passed through: Motivation and Influences card; Owing to job transfer, Mr. Wang Shaoping would not serve as the supervisor and chairman of the board of supervisors of the Company. It’s beneficial for the Company to accept the entrusted management of the 50.4% stock right of the Capital Airlines Holding. It would 5.3 For legal-person shareholders, it is necessary to take with them the valid Certificate of Stock Equity, Letter of Authorized Mandate, Mr. Chen Mingqioing and Cao Ningning would not serve as the supervisor as well. The board of supervisors expresses sincere thanks help to standardize the operation and management of the Capital Airlines with the operation standards of a Five-star Airlines and the duplicate of the Corporate Certificate of Business Operation, the duplicate of ID card of the legal representatives; for their outstanding contribution to the Company during their service term. Meanwhile, we hope that Mr. Wang Shaoping, Chen promote its profit-earning capability. It would lay a sound foundation for the future stock right injection of the Capital Airlines and 5.4 For bailees, it is necessary to take with them the valid Certificate of Stock Equity, the duplicates of ID cards of the Bailer & Bailee, Mingqiong and Cao Ningning would continue to care and support the work of the Company and make suggestions for its sustainable avoid and effectively solve the future or potential horizontal competition with the Company. Letter of Authorized Mandate. and healthy development. Opinions of Independent Directors 6. Contact Method and Others It’s agreed by the board of supervisors that Mr. Cao Fenggang, Guo Haiyong and Wang Yuanfei would be nominated as the candidates This transaction is the based on the Commitment on Solving the Future or Potential Horizontal Competition of the HNA Group in April Address: West Zone on Fl. 5, Haihang Building, No. 7 Guoxing Avenue, Haikou City of the supervisor. Their office term shall start from the approving date of the general meeting to the date of expiration of the office term of 2012. The signature of above stated contract would be beneficial for the Company to standardize the operation and management of Post Code: 570203 of current board of supervisors. the Capital Airlines with the operation standards of a Five-star Airlines and promote its profit-earning capability. It would lay a sound Tel: 0898-6673 9961 Fax: 0898-6673 9960 Voting result: 5 affirmative votes, 0 dissenting vote and 0 abstention vote. foundation for the future stock right injection of the Capital Airlines and avoid and effectively solve the future or potential horizontal Email: [email protected] This proposal would be submitted to the general meeting for approval. competition with the Company. The management fee is fair and reasonable. The related directors avoided from voting at the meeting of the board of directors discussing the connected transaction. The voting procedure is legal and effective. No activity harming the Board of Directors Board of Supervisors interests of listing enterprise and all shareholders exists Hainan Airlines Holding Company Limited Hainan Airlines Holding Company Limited 7. Documents for Reference Sept. 22, 2018 Sept. 22, 2018 7.1 Resolutions of the Board of Directors; 7.2 Opinions of Independent Directors signed Attachment 1: Letter of Authorized Mandate Attachment 1: Resume of Mr. Cao Fenggang 7.3 Prior Opinions of Independent Directors signed LETTER OF AUTHORIZED MANDATE Cao Fenggang, male, member of the Communist Party, born in Gansu Province in 1980. In 1994, he joint the Company and had been 7.4 Entrusted Management Contract worked as the vice director of the Xi’an operation base of the Company, vice president of the Tianjin Airlines Company Limited, vice This letter is to entrust Mr. (Miss) to participate in the 2018 seventh extraordinary general meeting of shareholders of the Hainan Airlines Holding Co., Ltd. on Oct. 12 of 2018 and to authorize him/her to vote. chairman and chairman of the Haihang Aviation Technology Company Limited, vice president and vice chairman of the Company. Board of Directors Attachment 2: Resume of Mr. Guo Haiyong Hainan Airlines Holding Company Limited Amount of Ordinary Share: share (s) Guo Haiyong, male, born in Liao Ning Province in 1962. In 1995, he joint the Company and had been worked as the manager of the September 22, 2018 Inventory Control Section of Aviation Material Centre under the Maintenance Department, deputy director of Haikou purchasing Amount of Preferred Share: share (s) division of the Company. Presently, he’s working as the vice general manager of the purchasing management department of the Certificate Number of Stock Equity (Stock Account No.): Company. No. Non-cumulative voting proposal Affirmative Vote Dissenting Vote Abstention Vote Attachment 3: Resume of Mr. Wang Yuanfei ANNOUNCEMENT ON ENTRUSTED MANAGEMENT OF THE WESTERN 1 The Report on Equity Transfer of the Guosheng Property Wang Yuanfei, male, member of the Communist Party, born in Hubei Province in 1961. In 1992, he joint the Company and had been AIRLINES HOLDING The Report on Entrusted Equity Management of the Capital Airlines worked as the vice director of the chief duty office of the Company, general manager of the flying department of the Yunnan Xiangpeng 2 Airlines Company Limited, assistant general manager of the safety supervising department of the HNA Aviation Group Company HAINAN AIRLINES HOLDING COMPANY LIMITED Holding Limited, assistant general manager of the safety supervising department of HNA Aviation Management Service Company Limited. The Report on Entrusted Equity Management of the Western Airlines The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there is no significant 3 Presently, he works as the assistant director of the Safety Committee of the Company. Holding omission, fictitious description or serious misleading of information in this announcement and they will take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. 4 The Report on Changing the Director Important Notice: ANNOUNCEMENT ON EQUITY TRANSFER OF THE SUBSIDIARY COMPANY ●● Main Content of the Transaction: In order to solve the future or potential horizontal competition with the Hainan Airlines Holding HAINAN AIRLINES HOLDING COMPANY LIMITED Company Limited (hereinafter referred to as the Company), the HNA Group Company Limited (hereinafter referred to as the HNA No. Cumulative voting proposal Vote Group) issued the Commitment on Solving the Future or Potential Horizontal Competition in April of 2012. Meanwhile, the Report on 5.00 The Report on Changing the Supervisor the Shareholder Postponing Promise Performance Period (Western Airlines) was deliberated and passed through by the 8th session of The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there is no significant 5.01 Cao Fenggang the eighth board of directors and 2017 Second Extraordinary General Meeting of Shareholders respectively convened in June and July omission, fictitious description or serious misleading of information in this announcement and they will take both individual and joint 5.02 Guo Haiyong responsibilities for the truthfulness, accuracy and completeness of the content. of 2017. The Chongqing Western Airlines Holding Company Limited (hereinafter referred to as the Western Airlines Holding) is the Important Notice: controlling shareholder of the Western Airlines Company Limited (hereinafter referred to as the Western Airlines). The HNA Group 5.03 Wang Yuanfei ●● General: The Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) would transfer 100% stock South-west Headquarter Company Limited (hereinafter referred to as the HNA South-west Headquarter) is the controlling shareholder of the Western Airlines Holding. Through friendly negotiation with the HNA South-west Headquarter, the Company would accept the right of the Beijing Guosheng Property Management Company Limited (hereinafter referred to as the Guosheng Property, fully owned Bailer: Participant: entrust of the HNA South-west Headquarter and start to manage the 60% stock right of the Western Airlines Holding held by the HNA subsidiary of the Company) to the Beijing Houpu Yunde Investment Management Partnership (LP) (hereinafter referred to as the ID No. ID No.: South-west Headquarter. Houpu Yunde) at the price of RMB 1,299,371,600 yuan. Entrust Date: ●● The HNA Group South-west Headquarter Company Limited is controlled by the HNA Group, the shareholder of the Company. ●● This transaction neither constitutes a connected transaction, nor a material assets reorganization. There’s no major legal obstacles to Remark: Therefore, this transaction constitutes a connected transaction, but not a material assets reorganization as regulated by the Measures implement the transaction. The Bailer shall check (√) in any one of the Affirmative Vote, Dissenting Vote or Abstention Vote option of the above Letter of for the Administration of Material Assets Reorganization of the Listing Companies. The related directors, Bao Qifa, Liu Lu, Chen ●● Risk Prompt: Both trading parties reached the consensus on the stock right transfer. However there’s uncertainty that the project Authorized Mandate. If the bailer did not give specific instruction in the above Letter of Authorized Mandate, the Bailee shall have the Ming, Mu Weigang, Sun Jianfeng and Wang Fe, avoided from voting at the meeting of the board of directors discussing the connected progress might not reached the expectation or delayed by Force Majeure. Therefore we kindly remind the investors to pay attention to right to cast the vote on his/her own will. the investment risk and make prudent decisions. transaction. ●● Influence of the Transaction: The entrusted management of the 60% stock right of the Western Airlines Holding would be beneficial 1. General Attachment 2 Specifications on the Cumulative Voting Method for the Company to standardize the operation and management of the Western Airlines with the operation standards of a Five-star 1.1 Basic information 1. The election of the candidates for the directors, independent directors and supervisors shall be numbered in separate motion groups. Airlines and promote its profit-earning capability. It would lay a sound foundation for the future stock right injection of the Western The Company would transfer 100% stock right of the Guosheng Property (fully owned subsidiary of the Company) to the Houpu Investors shall cast the vote to every candidate under different motion groups. Airlines and avoid and effectively solve the future or potential horizontal competition with the Company. Yunde at the price of RMB 1,299,371,600 yuan. Upon the completion of this transaction, the Company would no longer hold the stock 2. The shares declared shall represent the election vote. For each motion group, a shareholder shall own a total number of votes which 1. General right of the Guosheng Property. equals to the number of directors or supervisors to be elected under the motion group for each share held. If a shareholder holds 100 1.1 Basic information 1.2 Decision making procedure shares of a listed enterprise and number of directors to be elected are 10 and candidates 12, then the shareholder shall have 1,000 votes st In order to solve the future or potential horizontal competition with the Company, the Company would accept the entrust of the This transaction has been deliberated and passed through by the 31 session of the eighth board of directors of the Company. It neither for the board election bills section. HNA South-west Headquarter and start to manage the 60% stock right of the Western Airlines Holding held by the HNA South- constitutes a connected transaction, nor a material assets reorganization as regulated by the Measures for the Administration of Material 3. A shareholder shall cast the vote subject to the electoral votes of each motion group. A shareholder shall vote on own will. A west Headquarter. The HNA South-west Headquarter is controlled by the HNA Group (an important shareholder of the Company). Assets Reorganization of the Listing Companies. shareholder could cast votes either for one candidate or for different candidates according to any combination. At the end of the vote, Therefore, this transaction constitutes a connected transaction, but not a material assets reorganization as regulated by the Measures for Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstaining vote the votes shall be counted separately for each motion. the Administration of Material Assets Reorganization of the Listing Companies. 2. Basic Information of the Trading Counterpart 4. Example: A listed company convened a shareholders’ meeting to adopt a cumulative voting system to re-elect the board of directors 1.2 Decision making procedure 2.1 Enterprise name: The Beijing Houpu Yunde Investment Management Partnership (LP) st and supervisors. There are 6 candidates for 5 directors, 3 candidates for 2 independent directors; 3 candidates for 2 supervisors. This transaction has been deliberated and passed through by the 31 session of the eighth board of directors of the Company. The 2.2 Registered address: F201C, Yinglan International Financial Centre, No. 7 Financial Street, Xicheng District, Beijing Following is the list of proposals : 2.3 Executive partner: The Wanhou (Zhuhai) Capital Investment Management Co., Ltd. related directors, Bao Qifa, Liu Lu, Chen Ming, Mu Weigang, Sun Jianfeng and Wang Fe, avoided from voting at the meeting of the 2.4 Registered capital: RMB 15,000,000,000 yuan board of directors discussing the connected transaction. Cumulative voting proposals 2.5 Partners and capital contribution Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. 4.00 Proposal on election of directors Votes This proposal shall be submitted to the general meeting for approval. Capital Contribution 4.01 Chen ×× No. Shareholder Equity Percentage (%) 2. Basic Information of the Related Party (In RMB 1,000 yuan) The HNA Group South-west Headquarter Company Limited 4.02 Zhao ×× 1 The Wanhou (Zhuhai) Capital Investment Management Co., Ltd. 1,000 0. 01 ① Registered address: No. 99 Baiguo Road, Shuanglonghu Street, Yubei District, Chongqing 4.03 Jiang ×× ② Legal representative: Liu Junchun 2 The Beijing Vanke Enterprise Co., Ltd. 14,999,000 99.99 …… …… ③ Registered capital: RMB 2,500,000,000 yuan Total 15,000,000 100.00 ④ Business scope: Investment in real estate, cultural and educational projects; investment management and consultation; development 4.06 Song ×× and sales of agricultural science and technology product and technology promotion and transfer; wholesale of transportation 5.00 Proposal on election of independent directors Votes 3. Basic Information of the Trading Object equipment, general machinery, special equipment and electronic products (excluding electronic publications); ticketing agent (Projects 5.01 Zhang ×× which need the approval of relevant authorities shall be operated accordingly.) 3.1 Enterprise name: The Beijing Guosheng Property Management Company Limited 5.02 Wang ×× 3.2 Registered address: Room 1201, Unit 1, Building 1, No. 2 Yi North Road, East Third Ring, Chaoyang District, Beijing ⑤ Shareholders and equity structure 5.03 Yang ×× 3.3 Legal representative: Li Fanghui Capital Contribution No. Shareholder Equity Percentage (%) 6.00 Proposal on election of supervisors Votes 3.4 Registered capital: RMB 741,069,800 yuan (In RMB 1,000 yuan) 3.5 Establishing date: June 28, 2018 6.01 Li ×× 1 The HNA Aviation Management & Service Company Limited 2,300,000 92.00 3.6 Business scope: Property management; real estate development; rental of commercial housing; rental of office building (The 6.02 Chen ×× enterprise shall select management projects and carry out business independently activities according to related regulations of the law; 3 The HNA Aviation Group Co., Ltd. 200,000 8.00 6.03 Huang ×× Projects which need the approval of relevant authorities shall be operated accordingly; The enterprise shall not engage in any project Total 2,500,000 100.00 operation which is prohibited and restricted by the municipal industrial policy.) 3.7 Major assets: The major assets of the Guosheng Property is the Beijing HNA Mansion (No. 1 Building, No. 2 North Road Yi, East If An investor holds 100 votes on the closing date of the registration day of stock right, the investor shall have 500 votes with voting 3. Basic Information of the Trading Object Third Ring, Chaoyang District, Beijing). As of the evaluation benchmark day of August 31 of 2018, the total book value of the assets power on the proposal 4.00 subject to the cumulative voting method, 200 votes with voting power on the proposal 5.00 and 200 votes of the Guosheng Property accounted for RMB 1,183,808,100 yuan, total liabilities for RMB 443,738,400 yuan and shareholders’ equity The Chongqing Western Airlines Holding Company Limited ① with voting power on the proposal 6.00. for RMB 740,069,800 yuan. Registered address: No. 99 Baiguo Road, Shuanglonghu Street, Yubei District, Chongqing ② The investor could cast all 500 votes to a certain candidate or any other different candidates on his/her own will as the following table: 3.8 Shareholders and equity structure Legal representative: Zhu Tao ③ 3.8.1 Before the stock right transfer Registered capital: RMB 1,000,000,000 yuan Vote ④ No. Proposals Business scope: Project investment with self-owned fund; investment management consulting Method 1 Method 2 Method 3 Method ... Capital Contribution ⑤ No. Shareholder Equity Percentage (%) Shareholders and equity structure (In RMB 1,000 yuan) 4.00 Proposal on election of directors - - - - Capital Contribution No. Shareholder Equity Percentage (%) 4.01 Chen ×× 500 100 100 1 The Hainan Airlines Holding Co., Ltd. 741,069.8 100% (In RMB 1,000 yuan) 4.02 Zhao ×× 0 100 50 Total 741,069.8 100% The Chongqing Yufu Assets Operation & Management Group Co., 1 400,000 40.00 4.03 Jiang ×× 0 100 200 3.8.2 After the stock right purchasing Ltd. 2 The HNA Group South-west Headquarter Co., Ltd. 600,000 60.00 …… …… … … … 4.06 Song ×× 0 100 50