A16 2016年3月25日（星期五） COMPANY LIMITED The related directors, Xin Di, Mu Weigang, Xie Haoming and Gu Gang, abstained from voting since the above transactions financial institutes; other businesses approved by the CBRC. (Projects need administrative approval shall be operated export business of self-run and agent commodities and technology (except for commodities and technologies prohibited) involving into connected transactions. accordingly). The Company holds its 83.31% stock equity. 2. Introduction to the Related Companies HNA Group Company Limited 2.3 Shanxi Airlines Company Limited Beijing Xinhua Air & Port Catering Company Limited Registered capital: RMB 11.152 billion yuan Registered Capital: RMB 1,302,006 thousand yuan. Registered capital: RMB 120 million yuan Legal representative: Chen Feng Legal representative: Wang Xiaodong Legal representative: Liu Zhiqiang Business Scope: Investment and management of air traffic and airport; investment and management of hotels and Business Scope: Sub-route air passenger and cargo transportation from Shanxi province to neighboring provinces; Business scope: golf courses; information technology service; import and export of aircraft and aviation materials; investment and agency for air passenger and cargo transportation; domestic air passenger and cargo transportation to certain cities from Businesses need to be operated with necessary administrative licenses: Producing/processing and sales of Chinese & Western development of energy resources, telecommunication, new technology and materials; capital operation; domestic labor Shaanxi Province; agency for ticket purchase; agency for customs declaration; maintenance of mechanical equipment; dissert, air caterings; stereotyped packaging food. and commercial service agency decoration design; manufacture of geomorphic model; retail and wholesale of building materials, commodities and Business scope for branches only: Restaurant service; storage and sales of packed foods, packed fast-food and hot beverages Yangtze River Express Aviation Company Limited coke. (limited to coffee). Registered capital: RMB 2,687.5 million yuan The Company holds its 50.60% stock equity. Ordinary businesses: Sales of art works; storage and safekeeping; distribution service; cleaning and laundry services. Legal representative: Shu Weidong 2.4 Yunnan Xiangpeng Airlines Company Limited Hainan Air Catering Company Limited Business scope: Domestic and international cargo and mail air transportation (including Hongkong and Marco); Registered capital: RMB 1,766,826 thousand yuan. Registered capital: RMB 50 million yuan; domestic air cargo transportation sales, ground agency and distribution; goods storage; cargo transportation and logistics Legal representative: Wang Yangang Legal Representative: Liu Zhiqiang business consultation and related businesses; import and export business Business scope: Domestic passenger and cargo transportation (including Hongkong, Marco and Taiwan); Business Scope: Production and sales of air caterings, food, fresh fruit, desserts, beverages and tourist souvenir; operation Hainan Haihang Aviation Sales Company Limited international passenger and cargo transportation to and fro neighboring countries; import & export of goods; insurance and management of fast food restaurant, coffee shop, moon cake, local feature products, cooked foods, non-stable foods, arts and Registered capital: RMB 410 million yuan agency; gift sales; ticket sales for scenic spots and shows; hotel booking; car leasing and advertisement. crafts; accepting, keeping services of on-board supplying and cleaning service (with administrative license); buying and sales of Legal representative: Liu Tao The Company holds its 86.68% stock equity. agriculture products Business scope: Sales agency for domestic and international air ticket (which need to be operated subject to the 2.5 Xinjiang Urumqi Airlines Company Limited Xinjiang Haihang Lufthansa Air Catering Company Limited approval of the CAAC); aviation service consultation; trading of construction materials, local and feature products, Registered capital: RMB 3,000,000 thousand yuan. Registered capital: RMB 24 million yuan aquatic products; sales agency for gift, hotel tourist souvenir (except for foods); insurance agency limited to personal Legal representative: Cen Jianjun Legal representative: Liu Zhiqiang accident and tourist inconvenience insurance; sales agency for tickets of scenic spot, commercial activities and train Business scope: Domestic passenger and cargo transportation; passenger and cargo transportation to Hongkong, Business scope: To produce and supply air caterings, beverages, souvenir; production, retail and wholesale of foods; restaurant, Haihang Yisheng Holding Company Limited Marco and Taiwan from Urumqi; international passenger and cargo transportation from Urumqi; sales of machinery, storage and related services. Registered capital: RMB 120 million yuan hardware tools, electronic product, arts & crafts and cosmetics; import & export of goods and technology; Hainan Haihang Beverage Company Limited Legal representative: Liu Jiangtao advertisement. Registered capital: RMB 80 million yuan Business scope: Collection and supply of consuming and economic information; investment management; The Company holds its 86.32% stock equity. Legal representative: Yao Taimin consuming card, equity card and other supporting businesses; on-line sales and supporting services; retail and whole 2.6 Airlines Company Limited Business scope: Production, process and sales of beverage and foods; storage; import & export sale of electronic, communication equipment, instrumentation, hardware tools, stationary, decoration materials, The registered capital of the Fuzhou Airlines Company Limited is for RMB 2,000,000 thousand yuan. The Company Sanya Lufthansa Air Catering Company Limited commodities, retail and wholesale of computer wares; advertisement publishing and media agency; travel planning holds its 60% stock equity. Registered capital: RMB 20 million yuan service; real estate investment (Projects need administrative approval shall be operated with license accordingly) Legal representative: Liu Kaihong Legal representative: Lin Xiangyang Hainan Haihang Import & Export Company Limited Business scope: Domestic and international passenger and cargo (mail) transportation including Hongkong, Marco Business scope: To produce air appliances of foods, beverages, dried and fresh fruits, souvenir, dessert, nutrient foods, tea, Registered capital: RMB 10 million yuan and Taiwan; aviation related services; aviation equipment maintenance; terminal building service and operation; self- tourist souvenir, fast food restaurant, coffee shop, moon cake and nutrient foods for students, local products, cooked foods, foods, Legal representative: Liu Daoqi agent import & export of various commodities and technology (except for commodities and technologies prohibited); non-staple foodstuff, art craft, collection and keeping of on-board supplying, buying and sales of agriculture products, cleaning Business scope: Import and Export of aviation special vehicles, civil aircraft, aviation equipment and materials, sales of electronic products, art & craft and cosmetics; design, print and publish advertisement. services. machinery electronic equipment, motor parts, chemical raw materials (except for dangerous cargos), construction 2.7 Bejing Kehang Investment Company Limited Gansu Haihang Lufthansa Air Catering Company Limited materials, metal materials, mineral products (except for exclusive products), hardware tools, arts and crafts; agricultural The registered capital of the Bejing Kehang Investment Company Limited is of RMB 150,000 thousand yuan. The Registered capital: RMB 18 million yuan specialties and sidelines, aquatic products, textiles, clothes, commodities, daily use accessories, chemical fertilizer and Company holds its 95% stock equity. Legal representative: Liu Zhiqiang ships; storage (except for dangerous cargos); retail and wholesale of foods and alcoholic drinks Legal representative: Liu Xin Business scope: Food & beverage service; collective dining distribution service (staple food, hot & cold dishes, pastry); air Hainan Xinsheng Information Technology Company Limited Business scope of branches: Accommodation; preparation & sales of Western, Chinese and Indian foods., coffee (cold appliances; souvenir distribution service. Registered capital: RMB 100 million yuan & hot); sales of wine and beverage, stereotypes packaged food; swimming pool; beauty saloon (non-medical); project Yichang Three Gorges Air Catering Company Limited Legal representative: Li Dawei investment and management; sales of arts & crafts, hardware tools; photograph and photo enlargement; fitness service; Registered capital: RMB 2.2 million yuan Business scope: Information collection; economic information and on-line sales service; whole sale and retail of property management; hotel management; commercial property for rent; public parking lot service for motor vehicles; Legal representative: Wang Shengbiao electronic, machinery and electric equipment, instrument and apparatus, hardware, decoration materials, household information consultation; commodity and technology import & export. Business scope: Production and operation of food entry &exit port (The validity would due on August 25 of 2016.) articles and computer spare parts; advertisement and media agency; lottery sales agency; providing management, Projects limited to branch institute: Sales of daily appliances; conference service; commercial business services Inner Mongolia Air & Port Catering Company Limited planning, consulting and agency service for enterprise employ welfare through employ service card system; agency 2.8 Hainan Airlines (Hongkong) Company Limited Registered capital: RMB 8 million yuan for sales of aviation equity card and tickets; online settlement; issuance and acceptance of prepaid cards; information Register capital: HK$70,200 thousand yuan Legal representative: Liu Zhiqiang service business of secondary value-adding businesses including internet information service (except for the fixed Person in charge: Li Tie Business scope: Food & beverage service; produce and supply air caterings; air appliances (Above businesses need to be telephone information service); conference & exhibition service (except for tourist agency service). Business scope: Investment management operated with necessary administrative license); sales of arts & crafts and daily necessity; cleaning and laundry; producing/ HNA Hotel Group Company Limited The Company holds its 100% stock equity. processing and sales of Chinese & Western dissert, air caterings and stereotyped packaging food (businesses need to be operated Registered capital: RMB 150 million yuan with necessary administrative license); sales of prepackaged food (businesses need to be operated with necessary administrative Legal representative: Dong Xin 2015 Financial Highlights of the Subsidiaries license); sales of fresh fruit, vegetables and packed fast-food (businesses need to be operated with necessary administrative Business Scope: Project investment; hotel project development, management consult, decoration, garments Monetary Unit: In RMB 1,000 yuan license); hot beverages (businesses need to be operated with necessary administrative license); storage; food distribution (businesses production, sales of building materials, household appliances, electronic products and communication equipment; need to be operated with necessary administrative license); handling service; processing and sales of agriculture products; sales of development of tourist project. Name Total Assets Total Net Operation Net Profit cereal & oil (businesses need to be operated with necessary administrative license). HNA Tourist Group Company Limited Liabilities Assets Income Xinhua Airlines Group Company Limited Registered capital: RMB 9.5 billion yuan 10,416,135 2,491,424 7,924,711 4,452,184 492,823 Registered capital: RMB59.68 million yuan Legal representative: Zhang Ling Company Limited Chang’an Airlines Company Limited 8,655,577 4,241,702 4,413,875 2,254,448 205,674 Legal representative: Ye Xing Business scope: Development and management of hotel project; investment and management of tourist project; Shanxi Airlines Company Limited, 3,112,604 1,008,326 2,104,278 1,640,532 110,962 Business scope: Airport management; parking lot; advertisement agency and publishing. decoration engineering; sales of building materials, household appliances, electronic products and communication Yunnan Xiangpeng Airlines 11,777,098 8,455,641 3,321,457 4,175,278 342,153 Haihang Infrastructure Company Limited equipment. Company Limited Registered capital: RMB 473 million yuan The HNA Capital Group Company Limited Xinjiang Urumqi Airlines Company 1,132,005 386,209 745,796 591,392 27,864 Legal representative: Wang Zhen Registered capital: RMB 10.404 billion yuan Limited Business scope: Providing port & ground transportation services for foreign & domestic airlines enterprises and passengers; Legal representative: Liu Xiaoyong Fuzhou Airlines Company Limited 697,791 121,075 576,716 561,360 14,317 terminal building rental and comprehensive services; building and operating airport building & assisted real estate facilities; Business scope: Enterprise assets re-organization, merger and project planning; financial consultant; information Beijing Kehang Investment 3,641,625 1,232,911 2,408,714 213,362 140,386 storage (except for dangerous cargo), package, loading and portage businesses; providing aviation fuels, hardware, electrical consultant; investment & development of new technology, new materials of telecommunication and power resource; Company Limited products, electronic products, communication equipment, general merchandise, textile, arts & crafts and magazine for the airlines Hainan Airlines (Hongkong) sales and leasing business of aviation equipment; investment in building materials, hotel management and yacht docks 8,502,549 8,143,330 359,219 461,458 138,016 enterprise or passengers; vehicle maintenance The Hongkong Airlines Leasing Company Limited Company Limited Sanya Phoenix International Airport Company Limited Registered capital: RMB 2,535 million yuan Registered capital: RMB 5.77 billion yuan Registered place: 3. Main Content of the Mutual Guarantees Legal representative: Huang Qiu Business scope: International operation leasing of aircraft The Company would apply the 2015 annual general meeting to approve the 2016 mutual guarantee quota of RMB Business scope: Aviation service; passenger & cargo transportation agency for domestic air routes except for Hongkong, Marco Yangtze River International Leasing Company Limited 22 billion yuan to the Company and its controlled subsidiaries of the Group Company Limited, and Taiwan (except for dangerous cargo); rental and repair of vehicle and equipment; operation of parking lot; tourism (except for Registered capital: USD 342 million Chang’an Airlines Company Limited, Shanxi Airlines Company Limited, Beijing Kehang Investment Company tourist agency); commercial business; leasing of airport and equipment; storage service; cleaning maintenance; design, publishing Legal representative: Gao Chuanyi Limited, Yunnan Xiangpeng Airlines Company Limited, Xinjiang Urumqi Airlines Company Limited, Fuzhou Airlines and agency of advertisement; technology and consultation service for aviation information technology; professional training Business scope: Finance & leasing service of machinery; leasing consultant Company Limited and Hainan Airlines (Hongkong) Company Limited and authorize the management level of the Meilan International Airport Company Limited Hainan Xinsheng Feixiang Culture Transmission Company Limited Company to deal with the guarantee procedures. Within the guarantee quota, any single guarantee case shall not be Registered capital: RMB 2.976 billion yuan; Registered capital: RMB 330 million yuan submitted to the board of directors and shareholders’ general meeting for deliberation. The Company would summarize Legal representative: Liang Jun Legal representative: Gao Di and report the 2016 guarantee information at the 2016 annual meeting of board of directors and annual general meeting Business Scope: Airport operation, planning and management; air transportation service; agency for sales of air ticket; Business scope: Sales agency for domestic air passenger and cargo transportation agency (except for Hongkong, of shareholders. ground transportation agency service; real estate development; land and equipment leasing; storage service (expect for dangerous Marco and Taiwan); sales agency for international air passenger and cargo transportation or regional sales agency for 4. Accumulated Amount of Outside Guarantee and Overdue Guarantee materials); sales of commodities, hardware and electrical tools, clothes, arts and crafts, electricity, water; vehicle maintenance Holngkong, Marco and Taiwan; design, manufacture, publish and agency for domestic advertising business; enterprise The mutual guarantee quota of RMB 20 billion yuan between the controlled subsidiaries and the Company was Yichang Three Gorges Airport Company Limited image planning; network engineering; website development; information service business of secondary value-adding deliberated and passed through by the 35th session of the seventh board of directors and 2015 annual general meeting. Registered capital: RMB 177 million yuan telecommunication businesses (including internet information service except for telephone information service); sales As of Dec. 31 of 2015, the Company had provided guarantee to its controlled subsidiaries of the China Xinhua Legal representative: Wang Hong of electromechanical equipment, communication equipment, computer spare parts, instrument& instrumentation, Airlines Group Company Limited, Chang’an Airlines Company Limited, Shanxi Airlines Company Limited, Beijing Business scope: Airport operation & construction; sales agency for domestic & international passenger and cargo hardware & electrical tools, electronic products, household equipment, cosmetics, perfume, gifts, arts & craft; import & Kehang Investment Company Limited, Yunnan Xiangpeng Airlines Company Limited, Xinjiang Urumqi Airlines transportation; air route maintenance; advertisement; sales of groceries, air & craft (except for gold & silver jewelry), dress, hats & export businesses Company Limited, Fuzhou Airlines Company Limited and Hainan Airlines (Hongkong) Company Limited for amount shoes; parking lot service; air express; storage service (except for crude oil, oil product, dangerous cargo, explosives and limited Bohai International Trust Company Limited of RMB 1.07 billion yuan, RMB 2 billion yuan, RMB 650 million yuan, RMB 33 million yua, RMB 933 million yuan, operation cargos); enterprise management service; sales of construction materials (except for timber). Registered capital: RMB 2 billion yuan Following projects shall be operated subject to the license or approving documents: Chinese food service; domestic issue of Legal representative: Li Guangrong RMB 0 yuan , RMB 0 yuan and RMB 7.269 billion yuan respectively. The total guarantee amount accounted for RMB books & periodicals publicly; retail for cigarette and cigar; retail for pre-packed food, unpacked food and dairy products (except Business scope: Capital trust; movable trust; real estate trust; valuable negotiable securities trust; other property or 11.955 billion yuan, which is within the approved quota. for infant formula) property right trust; engaging in investment fund business as the founder of an investment fund or fund management As of the date of this announcement, the guarantee balance to the subsidiaries provided by the Company accounts Manzhouli West-suburbs Airport Company Limited enterprise; enterprise reorganization and merger; project financing, corporation finance and property consultant; for RMB 10.301 billion yuan. There’s no overdue guarantee. Registered capital: RMB 5 million yuan entrusted operation of security underwriting business approved by the relevant department of the State Council; 5. Opinion of the Board of Directors Legal representative: Wang Jianzhu brokerage, consulting, credit investigation; custody and storage box business; operation of inherent property in the The board of directors considers that it’s favorable for the Company to approve the 2016 mutual guarantee quota. Business scope (with license): Airport operation; construction; sales agency for domestic & international passenger and method of inter-bank deposits, inter-bank offers, borrowing, leasing and investment; providing guarantee for others It would be beneficial for the Company and its controlled subsidiaries to co-share the credit awarding resources of cargo transportation; aviation maintenance; sales of tobacco and alcohol drinks, foods, groceries, air & craft, dress, hats & shoes with the inherent property; inter-bank borrowing; other businesses regulated by the rules and laws or approved by financial institutes and meet the demand of normal development and operation of the Company and its controlled and books & periodicals; advertisement agency; beverage service; parking lot service; house renting service; air express; road the China Banking Regulatory Commission subsidiaries. Currently, the operation and financial status of the Company and its controlled subsidiaries are in good transportation for passenger and cargo (It’s necessary to acquire relative examination and approval before the production and Yangtze River Insurance Brokers Company Limited conditions and possess considerable risk bearing ability. The board of directors agreed on the proposal. operation according to the rules and laws); passenger transportation from airport to municipal district; advertisement publish; Registered capital: RMB 50 million yuan 6. Opinion of the Independent Directors agriculture product; sales of meats; import & export businesses Legal representative: Yang Sumei The independent directors consider that the entity qualification and credit status of the Company and its controlled Tangshan Sannvhe Airport Company Limited Business scope: To plan insurance scheme for the applicant, choose the applicant, go through the insurance subsidiaries are in conformity with the relative regulations of the guarantee. The Company and its controlled Registered capital: RMB 180 million yuan formalities; assist the insured or beneficiary to pursue a claim; re-insurance brokerage; provide the client of consultant subsidiaries could provide mutual guarantee to each other, which would provide a reliable capital security for their Legal representative: Ren Mingqi service for loss prevention, risk assessment, risk management; other businesses approved by the CIRC operation and conforms to the interest of all investors and the Company as well. Business scope: Airport management and related consultant; non-financial investment and consultant of airport construction; Wanjiang Finance Leasing Company Limited 7. Documents for Reference cargo storage (except for the project involving the license regulated by the rules or law); designing, manufacturing and publishing Registered capital: RMB 3 billion yuan 7.1 Resolutions of the Board of Directors; domestic advertisement Legal representative: Li Tiemin 7.2 Opinion of Independent Directors Signed HNA Cargo Transportation Company Limited Business scope: Finance leasing; absorb deposit of shareholders for a term of more than one year (including one year Board of Directors Registered capital: RMB 100 million yuan deposit); accept leasing guarantee of lessee; transfer leasing payment receivable to the commercial bank; approved issue Hainan Airlines Company Limited Legal representative: Zi Yin of financial bond; inter-bank borrowing; borrowing from financial institute; foreign exchange loan; sales & disposal of Mar. 25, 2016 Business scope: Agency for domestic, regional and international cargo transportation (including air, land and marine the residual of leasing articles; economic consultant; other businesses approved by the CBRC cargo deliver, space-booking, storage, transfer, loading, collecting and distributing, packing, ground transportation and Hongkong Express Airlines Company Limited dispatching, domestic and international express service, short-distance transportation and transportation consultation Registered capital: HK$ 1.099 billion businesses); design and implement of third-party logistics; electronic business of cargo transportation; computer and President: He Hongshen Announcement of Mutual Guarantee with Connected Parties technology development; purchasing and sales of commodities; purchasing and sales of agricultural by-products; Business scope: Aviation passenger and cargo transportation; aviation equipment leasing; sales and presale of Hainan Airlines Company Limited training and consulting services; custom agency; sales of local products onboard or on-line duty free commodities. The Hainan Airlines Company Limited (hereinafter referred to as the Company) and the entire members of its board Beijing Caissa International Tourist Company Limited Hainan Smart Card Property Management Company Limited of directors (“BoD”) hereby guarantee the truthfulness, accuracy and completeness of the announcement and would take Registered capital: RMB 14 million yuan Registered capital: RMB 135 million yuan responsibilities for significant omission, fictitious description or serious misleading of it. Legal representative: Chen Xiaobing President: Huang He 1. General Business scope: Inbound, domestic and outbound tourism; internet information service; accident insurance Business scope: Property management service; hotel management; conference reception (except for travel agency In order to co-share credit awarding resources of the financial institute, the Company plans to sign the 2016 Credit agency; casualty insurance agency (except for air travel accident insurance); urban charter bus transportation; sales of businesses); restaurant service; cleaning service; sales of construction materials, daily appliances, decoration materials, Mutual Guarantee Framework Agreement with the HNA Group Company Limited. According to the agreement, the arts & crafts, textile, daily appliances, stationery commodity, athletic goods, household equipment, electronic products, furniture, cleaning equipment and supplies, arts and crafts; exterior & interior decoration; maintenance of elevator; 2016 total guarantee quota to the Company and its subsidiaries accounts for RMB 44 billion yuan to be provided by hardware & electrical tools, furniture, construction materials; organizing art & cultural exchange; marketing; enterprise storage (except for dangerous cargo); packing; loading and handling; property sales marketing & planning; property the HNA Group Company Limited and its related enterprises. The board of directors of the Company would apply to planning; public relationship service; conference service; photography and printing service; car leasing; ticket sales information consultant; property rental agency; assets management; rental of self-owned properties; parking lot service the general meeting to approve the proposal that the Company and its subsidiaries would provide the 2016 guarantee agency. (Projects need administrative approval shall be operated with license accordingly) quota of RMB 13.2 billion yuan to the HNA Group Company Limited and its related enterprises. Meanwhile, the Company Limited 3. Pricing Policy and Basis actual guarantee quota provided by the Company and its subsidiaries shall not exceed 30% of the actual guarantee Registered capital: RMB 6,008 million yuan Following is the details on aircraft leasing with the connected airlines enterprises: quota provided by the HNA Group Company Limited and its related enterprises at any given point in time, and the Legal representative: Chen Feng Quantity Rentals in 2015 Business Scope: Aviation transportation; aviation maintenance and service; air caterings; on-board supplying; Lessee Aircraft Type management level would been authorized to deal with the related guarantee procedure within the set scope, any single (In Flight) (In RMB 100 million yuan) guarantee within such quota would not be submitted to the board of directors and general meeting for deliberation. This extended service relating to the aviation transportation; investment and management of airport; passenger terminal Company A319 20 3.10 guarantee shall take into effect from the date when the proposal was passed through by the 2015 annual general meeting service and management; hotel management Limited of shareholders to the date when the 2016 annual general meeting of shareholders convenes. Airlines Company Limited A319 2 0.48 Western Airlines Company Limited Registered capital: RMB 8,193 million yuan A320 1 0.31 2. Basic Information of the HNA Group Company Limited Legal representative: Liu Lu Grand China Air Company Limited B737-800 3 0.98 The registered capital of the HNA Group Company Limited is of RMB 11,152 million yuan. The legal representative Business Scope: Domestic air passenger and cargo transportation (including Hongkong, Marco and Taiwan); E190 10 1.89 is Chen Feng. international air passenger and cargo transportation to neighboring countries; air passenger and cargo transportation Company Limited A320 2 0.61 Business scope: Air traffic; investment and management of airport, hotel and golf course; information technology from Tianjin to Hongkong, Marco and neighboring-countries; self-owned aircraft leasing and aircraft maintenance; E145 4 0.58 service; import & export of aircraft and aviation material; investment and development of energy resources, traffic, aviation professional training and consultation service; import and export of commodity and technology; advertisement; Yangtze River Express Company B737-800 2 0.05 new technology and materials; equity operation; agency for domestic labor and business services (Projects need agency for joint cargo transportation; insurance agency services (including accident, health and traditional life Limited B737-400 2 0.24 administrative approval shall be operated with license accordingly). insurances); operation of aviation equipment and commodities (according to related rules and regulations) Total 46 8.25 As of Sept. 30 of 2015, the unaudited total assets of the HNA Group Company Limited accounted for RMB Beijing Capital Airlines Company Limited The connected transactions between the connected parties and the Company were traded on the principles of 99,265,304,800 yuan, net assets for RMB 89,903,744,300 yuan, income from principal assets for RMB 63,881,535,600 Registered capital: RMB 2.315 billion yuan equality, impartiality and voluntaries. The connected transactions shall be carried out subject to stipulations of the yuan and net profit for RMB 2,446,462,600 yuan. Legal representative: Hu Mingbo prevailing agreements. The major trading terms as of pricing policy, trading price, payment terms shall keep unchanged. 3. Main Content of the Mutual Guarantee Business scope: Domestic air passenger and cargo transportation (including Hongkong, Marco and Taiwan); 4. Motivation & Influence of the Connected Transactions The Company plans to sign the 2016 Credit Mutual Guarantee Framework Agreement with the HNA Group International air passenger and cargo transportation; charter of VIP flight; medical rescue flying (except for medical The above transactions are normal business transactions between the connected parties and the Company, which Company Limited. According to the agreement, the 2016 total guarantee quota to the Company and its subsidiaries treatment); management of aircraft; helicopter aviation business; insurance agency; sales of arts and crafts; import & are favorable for the Company to secure its normal operation and reduce cost. These transactions are traded strictly accounts for RMB 44 billion yuan to be provided by the HNA Group Company Limited and its related enterprises. The export of goods; leasing of machinery; technical service; sales of machinery; agency, design, production, and issuance according to the market trading principle of equality and mutual benefit and pricing policy of connected transactions. board of directors of the Company would apply to the general meeting to approve the proposal that the Company and its of advertisement; aircraft simulator training. No damage of harming the interests of the Company and its shareholders exists. Therefore the transactions would subsidiaries would provide the 2016 guarantee quota of RMB 13.2 billion yuan to the HNA Group Company Limited Western Airlines Company Limited not influence the continuous operation ability of the Company. Since the principal business income of the Company and its related enterprises. Meanwhile, the actual guarantee quota provided by the Company and its subsidiaries shall Registered capital: RMB 1.492 billion yuan resources from the passenger & cargo transportation, the above transactions would not influence the independency of not exceed 30% of the actual guarantee quota provided by the HNA Group Company Limited and its related enterprises the Company as well. Legal representative: Zhu Tao at any given point in time, and the management level would been authorized to deal with the related guarantee 5. Opinions of the Independent Directors Business scope includes: procedure within the set scope, any single guarantee within such quota would not be submitted to the board of directors Opinions of the independent directors: The above connected transactions are necessary to meet the demand of Business needs necessary administrative license: Domestic passenger and cargo transportation; agent service; cargo and general meeting for deliberation. The board of directors would summarize the 2016 mutual guarantee at the 2016 routine production of the Company. The pricing basis is fair and reasonable, which is in conformity with the related transportation insurance; aviation accident insurance. annual meeting of the board of directors and the annual general meeting of shareholders. regulations. The related directors had abstained from voting. The deliberation procedures of the above connected Ordinary business: Agency for inter-airlines enterprises business; service businesses relating to the aviation 4. Accumulated Amount of Outside Guarantee and Overdue Guarantee transactions are legal and effective. No damage to the benefits of the entire shareholders exists. transportation; import & export of cargo and technology (except for businesses prohibited by the law and administrative The 2015 mutual guarantee framework agreement was signed between the HNA Group Company Limited and the regulations, otherwise with related license); sales of electronic products, art & craft, cosmetics; design, production and 6. Reference Documents Company, which had been deliberated and passed through by the 35th session of the seventh board of directors and the issuance of advertisement. 6.1 Resolutions of the Board of Directors 2014 annual general meeting of shareholders. According to the agreement, the credit guarantee quota provided by the Haihang Aviation Technology Company Limited 6.2 Opinion of Independent Directors signed HNA Group Company Limited and its related enterprises to the Company and its subsidiaries shall account for amount Registered capital: RMB 2.08 billion yuan Board of Directors of RMB 40 billion yuan. The credit guarantee quota provided by the Company and its subsidiaries to the HNA Group Legal representative: Xie Haoming Hainan Airlines Company Limited Company Limited and its related enterprises shall account for RMB 12 billion yuan. Meanwhile, the actual guarantee Business Scope: Maintenance, repair and renovation of aircraft, engines (including APU) and other auxiliaries Mar. 25, 2016 quota provided by the Company and its subsidiaries shall not exceed 30% of the actual guarantee quota provided by the for domestic and foreign customers; providing flying setup service for domestic and foreign airlines enterprises; HNA Group Company Limited and its related enterprises at any given point in time. providing out-base maintenance & technology service; technology management of fleet and other engineering service; By Dec. 31 of 2015, the HNA Group Company Limited and its related enterprises had provided guarantee of RMB examination service; sub-contract management of engine, auxiliaries and other parts; personnel training; technology consulting; maintenance development; design, manufacture and repair of ground equipment and facilities; equipment Announcement of Mutual Guarantees with Controlled Subsidiaries 23,081 million yuan to the Company and its subsidiaries, the Company and its subsidiaries provided guarantee of RMB management and logistic service; design and manufacture of aircraft Hainan Airlines Company Limited 5,940 million yuan to the HNA Group Company Limited and its related enterprises, which did not exceed the approved Bairuichen Culture Media (Beijing) Company Limited The Hainan Airlines Company Limited (hereinafter referred to as the Company) and the entire members of its board mutual guarantee quota. Registered capital: RMB 5 million yuan of directors (“BoD”) hereby guarantee the truthfulness, accuracy and completeness of the announcement and would take As of the date of this announcement, the HNA Group Company Limited and its related enterprises had provided Legal representative: Shao Yingbo responsibilities for significant omission, fictitious description or serious misleading of it. guarantee of RMB 23,786 million yuan to the Company and its subsidiaries, the Company and its subsidiaries provided Business scope (Ordinary business): Organization of cultural and art exchanges (except for performances); design, 1. General guarantee of RMB 5,885 million yuan to the HNA Group Company Limited and its related enterprises. There’s no production, agency and publishing of advertisement; conference and exhibition service; computer graphic design and In order to co-share the credit awarding resources of financial institutes to meet the demand of the operation of the overdue guarantee. production; market survey; economic and trade consultation; marketing planning; public relation planning; enterprise Company and its controlled subsidiaries, the Company would submit the proposal to the 2015 annual general meeting to 5. Opinion of the Board of Directors planning and investment management. approve the 2016 mutual guarantee quota of RMB 22 billion yuan to the Company and its controlled subsidiaries, and The mutual guarantee agreement would control the risk of connected transactions on its total amount, which protects The Beijing Haihang Xinhua Culture Transmission Company Limited is the former name of the Bairuichen Culture authorize the management level of the Company to handling with the guarantee procedures. This guarantee shall take the interest of the Company and benefit both trading parties. It’s important for both trading parties to acquire more Media (Beijing) Company Limited. into effect from the date when the proposal was passed through by the 2015 annual general meeting of shareholders to financing resources to enhance the cash-flow balance ability of the enterprises to face the complicated financial markets Air Hongkong Company Limited the date when the 2016 annual general meeting of shareholders convenes. in the unified credit granting system of banks. Meanwhile, the signature of the agreement would improve the Company’s Registered capital: HK$ 4.59 billion 2. Basic Information of the Controlled Subsidiaries ability to respond to market changes and guarantee decision efficiency. Both parties would achieve co-development on President: Zhang Kui 2.1 China Xinhua Airlines Group Company Limited the basis of mutual benefit. This transaction would not influence the continuous operation ability of the Company. Business scope: Aviation passenger and cargo transportation; aviation equipment maintenance; aviation equipment The registered capital of the China Xinhua Airlines Group Company Limited is of RMB 3,424,758 thousand yuan. 6. Opinion of the Independent Directors leasing; sales and presale of onboard or on-line duty free commodities. Legal representative: Yang Jinglin The board of directors considers that the mutual guarantee between the Company and its controlled subsidiaries The HNA Group Finance Company Limited Business Scope: Air passenger and cargo transportation from Tianjin or Beijing to certain domestic cities; aviation with the HNA Group Company Limited and its related enterprises would effectively improve the financing ability of Registered capital: RMB 8 billion yuan transportation related services; operation of self-owned properties; assets management; sales of aviation materials, the Company and its subsidiaries. It would provide reliable capital support for the production of the Company and its Legal representative: Huang Qijun woods, construction materials, decoration materials, chemical products (except for dangerous cargo), electronic subsidiaries and conforms to the benefit of the Company and all shareholders. The related directors had abstained from Business scope: Financial and financing consulting, credit verification and relative consulting and agency service products, computer software, household items, textiles, machinery, electronic equipment and black metal; designing and voting. The voting procedure is legal and effective. No damage to the benefit of shareholders exists. for the member unit; approved insurance agency service; to assist the member unit to realize the payment and collection printing of advertisement product; publishing advertisement on the magazine of Xinhua Airlines; import & export, etc. 7. Documents for Reference of trading amount of money; to provide guarantee for the member unit; handling entrust loan and investment among 2.2 Chang’an Airlines Company Limited 7.1 Resolutions of the Board of Directors; the member unit; bill acceptance and discount for the member unit; internal transit settlement and related design of Registered capital: RMB 2,856,149 thousand yuan. 7.2 Opinion of the Independent Directors Signed. settling and clearing plan among the member unit; to absorb the deposit of the member unit; to handle loan and finance Legal representative: Chen Renfeng Board of Directors leasing for the member unit; inter-bank loan; to issue finance-enterprise bond upon approval; to underwrite enterprise Business Scope: Domestic air passenger and cargo transportation to certain cities from Shaanxi Province; extended Hainan Airlines Company Limited bond of the member unit; portfolio investment ; consumption, buyer’s credit for the member unit; equity investment in service and ground vehicle transportation relevant to air transportation; air catering, tourist and real estate; import & Mar. 25, 2016