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海南美蘭國際機場股份有限公司 Hainan Meilan International Airport

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海南美蘭國際機場股份有限公司 Hainan Meilan International Airport 14A.69(4) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 14.63(2)(b) If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed 14A.69(4) securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Hainan Meilan International Airport Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 14.58(1) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the 14A.70(1) contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. App1B(1) 海南美蘭國際機場股份有限公司 Hainan Meilan International Airport Company Limited* (A joint stock company incorporated in the People’s Republic of China with limited liability) 13.51A (Stock Code: 357) (1) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW 14.63(1) DOMESTIC SHARES UNDER SPECIFIC MANDATE; (2) MAJOR TRANSACTION INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE; (3) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND (4) POSSIBLE CONNECTED TRANSACTIONS IN RELATION TO RECEIPT OF FINANCIAL ASSISTANCE Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board of the Company is set out on pages 8 to 35 of this circular. A letter from the Independent Board Committee is set out on pages 36 to 37 of this circular. A letter from First Shanghai Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 38 to 51 of this circular. Notices convening the EGM and Class Meetings of the Company to be held on Tuesday, 30 September 2014 at the meeting room of the Company on 3rd Floor, Office Building of Meilan Airport, Haikou City, Hainan Province, the PRC are set out in Appendix VII, Appendix VIII and Appendix IX to this circular. Whether or not you are able to attend the EGM or the relevant Class Meeting, you are requested to complete the accompanying forms of proxy in accordance with the instructions printed thereon and return the forms of proxy to (a) in the case of the H Shares Shareholders, the Company’s H Shares share registrar, Computershare Hong Kong Investor Services Limited, of Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; and (b) in the case of the Domestic Shares Shareholders, the Secretary Office to the Board at Office Building of Meilan Airport, Haikou City, Hainan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or the relevant Class Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the EGM or the relevant Class Meeting or any adjournment thereof should you so desire. Reply slips for the EGM and the Class Meetings are also enclosed with this circular. You are reminded to complete and sign the reply slips and return the signed reply slips to the Secretary Office to the Board at Office Building of Meilan Airport, Haikou City, Hainan Province, the PRC no later than Tuesday, 9 September 2014 in accordance with the instructions printed thereon. 15 August 2014 * For identification purposes only CONTENTS Page DEFINITIONS . 1 LETTER FROM THE BOARD . 8 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . 36 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . 38 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP . I-1 APPENDIX IIA – FINANCIAL INFORMATION OF WUHAN LINKONG . IIA-1 APPENDIX IIB – FINANCIAL INFORMATION OF HAIDAO COMMERCIAL . IIB-1 APPENDIX III – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP . III-1 APPENDIX IV – VALUATION REPORTS . IV-1 APPENDIX V – REPORT FROM THE REPORTING ACCOUNTANT AND LETTER FROM THE BOARD IN RELATION TO THE VALUATION OF WUHAN LINKONG . V-1 APPENDIX VI – GENERAL INFORMATION . VI-1 APPENDIX VII – NOTICE OF THE EGM . VII-1 APPENDIX VIII – NOTICE OF THE H SHAREHOLDERS CLASS MEETING . VIII-1 APPENDIX IX – NOTICE OF THE DOMESTIC SHAREHOLDERS CLASS MEETING . IX-1 - i - DEFINITIONS In this circular, the following expressions have the following meanings, unless the context requires otherwise: “Accounting Standards for Business the Basic Standard and specific standards of the Accounting Enterprises” Standards for Business Enterprises, the Application Guidance of Accounting Standards for Business Enterprises, Interpretations of Accounting Standards for Business Enterprises and other relevant regulations issued by the Ministry of Finance of the PRC on or after 15 February 2006 “Announcement” the announcement of the Company dated 2 July 2014 in relation to, among others, the Subscription Agreement, the SPA and the transactions contemplated thereunder “Articles” the articles of association of the Company “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” board of directors of the Company “Business Day” a day excluding Saturdays, Sundays, PRC statutory holidays or on which banks in PRC are authorised or obliged to be closed for business in accordance with applicable laws and excluding any Mondays to Fridays which are announced by the PRC government as temporary rest days, but shall include any Saturday or Sunday which is announced by the PRC government as temporary business day “Class Meetings” the Domestic Shareholders Class Meeting and the H Shareholders Class Meeting “Company” 海南美蘭國際機場股份有限公司 (Hainan Meilan International Airport Company Limited*), a joint stock limited company incorporated in the PRC on 28 December 2000, the issued H Shares of which are listed on the Main Board of the Stock Exchange “Completion Date” the date on which the completion of the SPA takes place in accordance with the terms and conditions set out therein “connected person(s)” has the meaning ascribed to it in the Listing Rules “connected transaction(s)” has the meaning ascribed to it in the Listing Rules “controlling shareholder” has the meaning ascribed to it in the Listing Rules - 1 - DEFINITIONS “Consideration” in respect of the Wuhan Linkong Sale Shares, the consideration of RMB379,039,440 (equivalent to approximately HK$477,319,531.5); in respect of the Haidao Commercial Sale Shares, the consideration of RMB1,273,518,200 (equivalent to approximately HK$1,603,725,223.5) “Consideration Shares” the 187,039,141 new Domestic Shares to be allotted and issued by the Company to Haidao Development pursuant to the SPA “Directors” directors of the Company “Domestic Share(s)” the domestic share(s) with a nominal value of RMB1.00 each in the registered capital of the Company “Domestic Shareholders Class the class meeting of Domestic Shares Shareholders to be convened Meeting” and held to approve, among other things, the Subscription Agreement, the SPA and the transactions contemplated thereunder including but not limited to the grant of the specific mandate for the allotment and issue of the Subscription Shares, the specific mandate for the allotment and issue of the Consideration Shares, the corresponding amendments to the Articles as a result of the issue of the Subscription Shares and the Consideration Shares and the Registered Capital Increase “Domestic Shares Shareholder(s)” holder(s) of the Domestic Shares “EGM” the extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, to approve the Subscription Agreement, the SPA and the transactions contemplated thereunder including but not limited to the grant of the specific mandate for the allotment and issue of the Subscription Shares, the specific mandate for the allotment and issue of the Consideration Shares, the corresponding amendments to the Articles as a result of the issue of the Subscription Shares and the Consideration Shares and the Registered Capital Increase “Enlarged Group” the Group immediately after the Completion Date “Group” the Company and its subsidiaries “H Share(s)” H share(s) of nominal value of RMB1.00 each in the registered capital of the Company which are listed on the Stock Exchange - 2 - DEFINITIONS “H Shareholders Class Meeting” the class meeting of H Shares Shareholders to be convened and held to approve, among other things, the Subscription Agreement, the SPA and the transactions contemplated thereunder including but not limited to the grant of the specific mandate for the allotment and issue of the Subscription Shares, the specific mandate for the allotment and issue of the Consideration Shares, the corresponding amendments to the Articles as a result of the issue of the Subscription Shares and the Consideration Shares and the Registered Capital Increase “H Shares Shareholder(s)” holder(s) of the H Shares “Haidao Commercial” 海南海島商業管理有限公司 (Hainan Haidao Commercial Management Co., Ltd.*), a company established in the PRC with limited liability “Haidao Commercial Sale Shares” the 100% equity interest in Haidao Commercial held as to 90% by Haidao Development and 10% by HNA Engineering to be sold pursuant to the SPA “Haidao Development” 海航國際旅游島開發建設（集團）有限公司 (HNA International Tourism Island Development
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