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HAINAN AIRLINES HOLDING COMPANY LIMITED the Chongqing Yufu Capital Operation Group Co., Company and All Shareholders

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HAINAN AIRLINES HOLDING COMPANY LIMITED the Chongqing Yufu Capital Operation Group Co., Company and All Shareholders A19 廣告 2021年8月31日（星期二） 2021年8月31日（星期二） HAINAN AIRLINES HOLDING COMPANY2021年8月 31LIMITED日（星期二） 0 abstention vote and 6 avoiding votes. It would be beneficial to solve the future or potential horizontal competition Capital Contribution No. Shareholder Equity Percentage(%) ANNOUNCEMENT OF RESOLUTIONS OF BOARD OF DIRECTORS among the Beijing Capital Airlines Company Limited, Western Airlines Company Limited and the Company. It will (In RMB 1,000 yuan) not adversely affect the production and operation of the listed company, and there is no damage to the interests of the HAINAN AIRLINES HOLDING COMPANY LIMITED The Chongqing Yufu Capital Operation Group Co., Company and all shareholders. This proposal shall be submitted to the general meeting of shareholders for deliberation. 1 400,000.00 The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there 4.2 Review of the board of supervisors Ltd. 40.00 is no significant omission, fictitious description or serious misleading of information in this announcement and they will This proposal has been deliberated by the 10th session of the ninth board of supervisors and passed through by 5 2 The HNA Group South-west Headquarter Co., Ltd. 600,000.00 60.00 take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. affirmative votes, 0 dissenting vote and 0 abstention vote. The decision-making procedures of this proposal complies The 16th session of the ninth board of directors of the Hainan Airlines Holding Company Limited (hereinafter with the relevant laws and regulations. There is no damage to the interests of the Company and all shareholders. Total 1,000,000.00 100.00 referred to as the Company) was convened in the method of communication on August 30 of 2021. The entire board of 4.3 Opinion of independent directors 4. Main Content and Pricing Policy directors (nine directors) participated the meeting, which conforms to the regulations of the Company Law and Articles ① The deliberation and decision-making procedures of this proposal on commitment period extension are in 4.1 Client: The HNA Group South-west Headquarter Co., Ltd. of Association. During the meeting, following proposals were deliberated and passed through: accordance with the Company Law, the Stock Listing Regulations of the SSE and relevant provisions of the Articles of 4.2 Consignee: The Hainan Airlines Holding Co., Ltd. 1. The 2021 Semi-annual Report and 2021 Semi-annual Report Summary Association of the Company. 4.3 Entrusted management target: 60% stock right of the Chongqing Western Airlines Holding Company Limited The 2021 Semi-annual Report and 2021 Semi-annual Report Summary of the Company were deliberated and passed ② The commitment period extension is in accordance with relevant provisions and requirements of the Regulatory 4.4 Entrusted management term: Two (2) years through by the board of directors. The full text of the above-stated reports are published on the website of the SSE (http:// Guidelines for Listed Companies No.4 — Commitment and Performance of Listed Companies’ Actual Controller, 4.5 Management fee： www.sse.com.cn). Shareholders, Related Parties, Acquirer and the Listed Company, and conducive to safeguarding the interests of the Fixed management fee: RMB 1,000,000 yuan per year Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. Company and its minority shareholders. Floating management fee: The floating management fee shall be charged subject to exact operation situation of the 2. The Special Audit Report on Risk Evaluation to the HNA Group Finance Company Limited 5. Influences aviation industry and the underlying company itself during the period of entrusted management. If the Consignee caused The Report on Risk Evaluation to the HNA Group Finance Company Limited was deliberated and passed through The commitment period extension will not adversely affect the production and operation of the Company. If the underlying company to implement dividend or bonus distribution, the Consignee shall collect a floating management by the board of directors. The full text of the above-stated report is published on the website of the SSE (http://www.sse. this proposal is deliberated and approved by the general meeting of shareholders, it will solve the future or potential fee for 25% of the dividends received by the custody equity. com.cn). horizontal competition among the Beijing Capital Airlines Company Limited, the Western Airlines Company Limited 4.6 Payment of the management fee: Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. the Company, and benefit to protect the interests of all shareholders. No activity harming the interests of listing Fixed management fee: The Client would pay the fixed management fee to the Consignee before January 30 of each 3. The Report on Continuing the Appointment of Vice President enterprise and other shareholders exists, especially the interests of minority shareholders. year. If the entrust term is less than one year, the fixed management fee shall be charged on the basis of the actual time The board of directors agreed to continue the appointment of Mr. Wu Xiaoxi as the Vice President of the Company Board of Directors of custody. with an office term of three years, which shall be effective from the approval date of the board of directors. Hainan Airlines Holding Company Limited Floating management fee: The Client shall pay the corresponding floating management fee to the Consignee within Opinions of independent directors: Working as the Vice President, Mr. Wu Xiaoxi is responsible for the flight August 31, 2021 20 working days of being paid the dividend. safety and operation management of the Company. He has made outstanding contributions to the development of 4.7 Entry into force condition: The contract shall take into effect from the date of signature. the Company, especially the improvement of flight quality and safety guarantee, and actively made suggestions for 5. Motivation and Influences corporate governance to improve the management level. Mr.Wu Xiaoxi’s appointment meets the requirements of the It’s beneficial for the Company to accept the entrusted management of the 60% stock right of the Western Airlines Company Law and the relevant provisions of the CSRC. The appointment method is legal and effective. It’s agreed to ANNOUNCEMENT ON ENTRUSTED MANAGEMENT OF THE Holding. It would help to standardize the operation and management of the Western Airlines subject to the operation appoint him as the Vice President of the Company. standards of a Five-star Airlines and promote its operation, production and profit-earning capability. It would avoid and Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstention vote. CAPITAL AIRLINES HOLDING effectively solve the future or potential horizontal competition with the Company. 4. The Report on Extension of Commitments Performance Time Limit of the HNA Group for the Capital Airlines HAINAN AIRLINES HOLDING COMPANY LIMITED 6. Opinions of Independent Directors Holding & Western Airlines Holding This transaction is based on the Commitment on Solving the Future or Potential Horizontal Competition of the HNA The board of directors agreed with the application for extension of commitments performance time limit of the HNA The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there Group in April of 2012. The signature of above stated contract would be beneficial for the Company to standardize the Group Company Limited (hereinafter referred to as the HNA Group, shareholder of the Company), and would submit it is no significant omission, fictitious description or serious misleading of information in this announcement and they will operation and management of the Western Airlines subject to the operation standards of a Five-star Airlines, to promote to the shareholders’ general meeting for deliberation. take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. its operation, production and profit-earning capability. It would avoid and effectively solve the future or potential Opinions of independent directors: Important Notice: horizontal competition with the Company. The management fee is fair and reasonable. The related directors avoided ① The deliberation and decision-making procedures of this proposal on commitment period extension of the ●● Main Content of the Transaction: In order to solve the future or potential horizontal competition, the HNA Group from voting at the meeting of the board of directors discussing the connected transaction. The voting procedure is legal Company’s shareholder are in accordance with the Company Law, the Stock Listing Regulations of the SSE and Company Limited (hereinafter referred to as the HNA Group) issued the Commitment on Solving the Future or Potential and effective. No activity harming the interests of listing enterprise and all shareholders exists. relevant provisions of the Articles of Association of the Company. Horizontal Competition to the Hainan Airlines Holding Company Limited (hereinafter referred to as the Company) in Board of Directors ② The commitment period extension is in accordance with relevant provisions and requirements of the Regulatory April of 2012. Meanwhile, the Report on Changes to the HNA Group’s Promise for the Capital Airlines and Extension Hainan Airlines Holding Company Limited Guidelines
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