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 for Listed Companies No.4 — Commitment and Performance of Listed Companies’ Actual Controller, of Commitments Performance Time Limit was deliberated and passed through by the 46th session of the eighth board August 31, 2021 Shareholders, Related Parties, Acquirer and the Listed Company, and conducive to safeguarding the interests of the of directors and 2019 Fifth Extraordinary General Meeting of Shareholders respectively convened in June and July of Company and its minority shareholders. 2019. The Beijing Capital Airlines Holding Company Limited (hereinafter referred to as the Capital Airlines Holding) This proposal is proposed by the HNA Group, a related shareholder of the Company. Therefore the Company’s is the controlling shareholder of the Beijing Capital Airlines Company Limited (hereinafter referred to as the Capital directors, Liu Lu, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting Airlines). The HNA Tourist Group Company Limited (hereinafter referred to as the HNA Tourist) is the controlling ANNOUNCEMENT OF RESOLUTIONS OF BOARD OF SUPERVISORS of the board of directors discussing the connected transaction. shareholder of the Capital Airlines Holding. The Company would accept the entrust of the HNA Tourist to manage the For details, please refer to the ANNOUNCEMENT ON EXTENSION OF COMMITMENTS PERFORMANCE 50.4% stock right of the Capital Airlines Holding held by the HNA Tourist on the basis of friendly negotiation. HAINAN AIRLINES HOLDING COMPANY LIMITED ●● The HNA Tourist Group Company Limited is controlled by the HNA Group (shareholder of the Company). TIME LIMIT disclosed on the same day with this announcement. The board of supervisors and its entire supervisors of the Hainan Airlines Holding Company Limited guarantees Therefore, this transaction constitutes a connected transaction, but not a material assets reorganization as regulated by Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. there’s no significant omission, fictitious description or serious misleading of the announcement and would take both the Measures for the Administration of Material Assets Reorganization of the Listing Companies. The related directors, The proposal would be submitted to the general meeting for approval. individual and joint responsibilities for the truthfulness, accuracy and completeness of its content. Liu Lu, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the 5. The Report on Entrusted Management of the Capital Airlines Holding On August 30 of 2021, the 10th session of the ninth board of supervisors of the Hainan Airlines Holding Company board of directors discussing the connected transaction. The Company would sign the Entrusted Management Contract of Capital Airlines Holding’ Equity with the HNA Limited (hereinafter referred to as the Company) was held through communication meeting. The entire board of ●● Influence of the Transaction: The entrusted management of 50.4% stock right of the Capital Airlines Holding Tourist Group Company Limited (hereinafter referred to as the HNA Tourist). The Company would accept the entrust supervisors (five supervisors) participated the meeting, which conforms to the regulations of the Company Law and the would be beneficial for the Company to standardize the operation and management of the Capital Airlines subject to the of the HNA Tourist to manage the 50.4% stock right of the Capital Airlines Holding held by the HNA Tourist. The Articles of Association of the Company. During the meeting, following proposals were deliberated and passed through: operation standards of a Five-star Airlines and promote its operation, production and profit-earning capability. It would entrusted management term is for two (2) years. The fixed management fee of RMB 1,000,000 yuan per year shall 1. The 2021 Semi-annual Report and 2021 Semi-annual Report Summary avoid and effectively solve the future or potential horizontal competition with the Company. be charged during the entrusted management term. If the Company caused the Capital Airlines Holding to implement According to the Security Law and other related laws, rules and regulations, the board of supervisors carried out 1. General dividend or bonus distribution during the entrusted management term, the Company shall collect a floating management the examination on the 2021 Semi-annual Report and 2021 Semi-annual Report Summary of the Company and issued 1.1 Basic information fee for 25% of the dividends received by the custody equity. following written opinions: In order to solve the future or potential horizontal competition with the Company, the Company would accept Opinions of independent directors: This transaction is the based on the performance of the Commitment on Solving 1.1 The compilation and deliberation procedures of the 2021 Semi-annual Report conform to the regulations of the the entrust of the HNA Tourist to manage the 50.4% stock right of the Capital Airlines Holding held by the HNA the Future or Potential Horizontal Competition of the HNA Group in April of 2012. The signature of above stated related rules, regulations, laws and the Articles of Association and internal management system of the Company. contract would be beneficial for the Company to standardize the operation and management of the Capital Airlines Tourist. The HNA Tourist is controlled by the HNA Group (an important shareholder of the Company). Therefore, this transaction constitutes a connected transaction, but not a material assets reorganization as regulated by the Measures for 1.2 The content and format of the 2021 Semi-annual Report conforms to the regulations of the CSRC and the subject to the operation standards of a Five-star Airlines and promote its operation, production and profit-earning Shanghai Stock Exchange. There is no significant omission, fictitious description or serious misleading of information capability. It would avoid and effectively solve the future or potential horizontal competition with the Company. the Administration of Material Assets Reorganization of the Listing Companies. 1.2 Decision making procedure disclosed. The report truthfully reflects the operation and financial status of the Company. The management fee is fair and reasonable. The related directors avoided from voting at the meeting of the board of 1.3 As of the issue date of this examination opinion, no action breaching the confidential regulations was found directors discussing the connected transaction. The voting procedure is legal and effective. No activity harming the This transaction has been deliberated and passed through by the 16th session of the ninth board of directors of the Company. The related directors, Liu Lu, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from among personnel joining the compilation and deliberation of the 2021 Semi-annual Report. interests of listing enterprise and all shareholders exists. The full text of the Semi-annual Report and Semi-annual Report Summary are published on the website of the SSE The HNA Tourist is controlled by the HNA Group (related shareholder of the Company). Therefore this transaction voting at the meeting of the board of directors discussing the connected transaction. Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. (http://www.sse.com.cn). constitutes a connected transaction. The related directors, Liu Lu, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Voting result: 5 affirmative votes, 0 dissenting vote and 0 abstention vote. Liu Jichun, avoided from voting at the meeting of the board of directors discussing the connected transaction. This proposal shall be submitted to the general meeting for approval. 2. Basic Information of the Related Party 2. The Report on Extension of Commitments Performance Time Limit of the HNA Group for the Capital Airlines For details, please refer to the ANNOUNCEMENT ON ENTRUSTED MANAGEMENT OF THE CAPITAL Holding & Western Airlines Holding AIRLINES HOLDING disclosed on the same day with this announcement. The HNA Tourist Group Company Limited ① Registered address: Fl. 23 of the New HNA Building, No.7 Guoxing Avenue, Meilan District, Haikou The board of supervisors agreed with the application for extension of commitments performance time limit of the Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. HNA Group (shareholder of the Company), and would submit it to the shareholders’ general meeting for deliberation. The proposal would be submitted to the general meeting for approval. ② Legal representative: Qin Shilun ③ Registered capital: RMB 17,500,000,000 yuan Opinions of the board of supervisors: This proposal of application for extension of commitments performance time 6. The Report on Entrusted Management of the Western Airlines Holding limit of the shareholder meets the requirements of relevant laws, regulations and documents. No activity harming the The Company would sign the Entrusted Management Contract of Western Airlines Holding’ Equity with the HNA ④ Business scope: Development and management of hotel projects; investment and management of tourism projects; decoration and engineering; sales of building materials, household appliances, electronic products and interests of the Company and all shareholders exists. The board of supervisors agreed with this proposal. Group South-west Headquarter Company Limited (hereinafter referred to as the HNA Group South-west Headquarter). Voting result: 5 affirmative votes, 0 dissenting vote and 0 abstention vote. The Company would accept the entrust of the HNA Group South-west Headquarter to manage the 60% stock right communication equipment. ⑤ Shareholders and equity structure The proposal would be submitted to the general meeting for approval. of the Western Airlines Holding held by the HNA Group South-west Headquarter. The entrusted management term is Board of Supervisors for two (2) years. The fixed management fee of RMB 1,000,000 yuan per year shall be charged during the entrusted Capital Contribution Hainan Airlines Holding Company Limited No. Shareholder Equity Percentage(%) management term. If the Company caused the Western Airlines Holding to implement dividend or bonus distribution (In RMB 1,000 yuan) August 31, 2021 during the entrusted management term, the Company shall collect a floating management fee for 25% of the dividends received by the custody equity. 1 The HNA Group Company Limited 12,244,000.00 69.97 Opinions of independent directors: This transaction is the based on the performance of the Commitment on Solving The Shenzhen Zhongtai Xinrong Investment Center 2 1,000,000.00 the Future or Potential Horizontal Competition of the HNA Group in April of 2012. The signature of above stated (LP) 5.71 NOTICE OF CONVENING EXTRAORDINARY GENERAL MEETING contract would be beneficial for the Company to standardize the operation and management of the Western Airlines subject to the operation standards of a Five-star Airlines and promote its operation, production and profit-earning 3 The HNA Aviation Tourist Group Co., Ltd.Total 4,256,000.00 24.32 OF SHAREHOLDERS capability. It would avoid and effectively solve the future or potential horizontal competition with the Company. Total 17,500,000.00 100.00 The management fee is fair and reasonable. The related directors avoided from voting at the meeting of the board of HAINAN AIRLINES HOLDING COMPANY LIMITED directors discussing the connected transaction. The voting procedure is legal and effective. No activity harming the 3. Basic Information of the Trading Object The Beijing Capital Airlines Holding Company Limited The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there interests of listing enterprise and all shareholders exists. is no significant omission, fictitious description or serious misleading of information in this announcement and they will The HNA Group South-west Headquarter is controlled by the HNA Group (related shareholder of the Company). ① Registered address: No. 6 Anfu Street, Houshayu County, Shunyi District, Beijing ② take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. Therefore this transaction constitutes a connected transaction. The related directors, Liu Lu, Chen Ming, Xu Jun, Wu Legal representative: Wang Xiaodong ③ Important Notices: Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the board of directors discussing the Registered capital: RMB 1,500,000,000 yuan ④ Business scope: Project investment; investment management; management consulting (The enterprise shall ●● Convening date: Sept. 17, 2021 connected transaction. ●● . Voting system: On-line voting system of the SSE For details, please refer to the ANNOUNCEMENT ON ENTRUSTED MANAGEMENT OF THE WESTERN select management projects and carry out business independently activities according to related regulations of the law; Projects which need the approval of relevant authorities shall be operated accordingly; The enterprise shall not engage 1. Basic Information of the Conference AIRLINES HOLDING disclosed on the same day with this announcement. 1.1 Conference: The 2021 first extraordinary general meeting of shareholders Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. in any project operation which is prohibited and restricted by the municipal industrial policy.) ⑤ Shareholders and equity structure： 1.2 Convener: The board of directors The proposal would be submitted to the general meeting for approval. 1.3 Voting method: Both on-site and on-line voting methods would be adopted at the meeting. 7. The Report on Convening the 2021 First Extraordinary General Meeting of Shareholders Capital Contribution No. Shareholder Equity Percentage(%) 1.4 Convening time and place: The board of directors agreed to convene the 2021 first extraordinary general meeting of shareholders on Sept. 17 of (In RMB 1,000 yuan) Time: at 14:30 on Sept. 17, 2021; 2021. For details, please refer to the ANNOUNCEMENT ON CONVENING THE 2021 FIRST EXTRAORDINARY 1 The Hainan Airlines Holding Co., Ltd. 294,000.00 19.60 Place: Conference Room, Haihang Mansion, No. 7 Guoxing Rd., Haikou City GENERAL MEETING OF SHAREHOLDERS published on the same day with this announcement. 1.5 On-line voting: Voting result: 9 affirmative votes, 0 dissenting vote and 0 abstaining vote. 2 The HNA Tourist Group Co., Ltd. 1,050,000.00 50.40 On-line voting system: On-line voting system of the SSE Board of Directors 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 Sept. 17, Hainan Airlines Holding Company Limited 3 The Beijing Jinghai Haicheng Investment Co., Ltd. 450,000.00 30.00 2021 August 31, 2021 Total 1,500,000.00 100.00 On-line voting time of the internet voting platform: at 9:15-15:00 on Sept. 17, 2021 4. Main Content and Pricing Policy 1.6 Votes involving with the margin trading investors, refinancing investors, agreed repurchase business accounts Attachment 1: Resume of Mr. Wu Xiaoxi 4.1 Client: The HNA Tourist Group Co., Ltd. and Shanghai Stock Connect investors shall be processed subject to the regulations of the Implementation Details on Wu Xiaoxi, male, born in Chongqing in 1979. He graduated from the Civil Aviation Flight Academy of China 4.2 Consignee: The Hainan Airlines Holding Co., Ltd. On-line Voting of the General Meeting of the Listed Enterprises of the SSE. and majored in conveyor pilot. In 2001, he joint the Company and had been worked as vice general manager of the 4.3 Entrusted management target: 50.4% stock right of the Beijing Capital Airlines Holding Company Limited 1.7 Public solicitation of shareholders voting right: No safety supervision department of the Haihang Aviation Group Company Limited, vice general manager of the safety 4.4 Entrusted management term: Two (2) years supervision department of the Haihang Aviation Management & Service Company Limited, vice general manager of 2. Proposals of the Meeting: 4.5 Management fee： the safety supervision department of the Hainan Airlines Holding Company Limited. Presently, he is working with the Shareholder Fixed management fee: RMB 1,000,000 yuan per year Hainan Airlines Holding Company Limited as the director and vice president. Floating management fee: The floating management fee shall be charged subject to exact operation situation of the No. Proposals Shareholder Shareholder of aviation industry and the underlying company itself during the period of entrusted management. If the Consignee caused of A-share B-sharer the underlying company to implement dividend or bonus distribution, the Consignee shall collect a floating management Non-cumulative voting proposals fee for 25% of the dividends received by the custody equity. The Report on Extension of Commitments Performance ANNOUNCEMENT ON EXTENSION OF COMMITMENTS 4.6 Payment of the management fee: 1 Time Limit of the HNA Group for the Capital Airlines √ √ PERFORMANCE TIME LIMIT Fixed management fee: The Client would pay the fixed management fee to the Consignee before January 30 of each Holding & Western Airlines Holding 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 Report on Entrusted Management of the Capital 2 √ √ HAINAN AIRLINES HOLDING CO., LTD. of custody. Airlines Holding Floating management fee: The Client shall pay the corresponding floating management fee to the Consignee within The Report on Entrusted Management of the Western The board of directors of the Hainan Airlines Holding Co., Ltd. and its entire directors hereby guarantee that there is 3 √ √ no significant omission, fictitious description or serious misleading of information in this announcement and they will 20 working days of being paid the dividend. Airlines Holding take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. 4.7 Entry into force condition: The contract shall take into effect from the date of signature. In accordance with the relevant provisions and requirements of the Regulatory Guidelines for Listed Companies 5. Motivation and Influences It’s beneficial for the Company to accept the entrusted management of the 50.4% stock right of the Capital Airlines 2.1 Disclosing time and disclosing medias: Proposal 1 had been passed through by the 16th session of the ninth No.4 — Commitment and Performance of Listed Companies’ Actual Controller, Shareholders, Related Parties, Acquirer board of directors and 10th session of the ninth board of supervisors of the Hainan Airlines Holding Company Limited and the Listed Company (Zheng Jian Hui Gong Gao [2013] No.55, hereinafter referred to as Regulatory Guidelines Holding. It would help to standardize the operation and management of the Capital Airlines subject to the operation standards of a Five-star Airlines and promote its operation, production and profit-earning capability. It would avoid and (hereinafter referred to as the Company) on August 30 of 2021. Proposals 2 and 3 had been passed through by the No.4) and in order to safeguard the interests of the listed company and its minority shareholders, the Hainan Airlines 16th session of the ninth board of directors of the Company on August 30 of 2021. For details, please refer to the Holding Company Limited (hereinafter referred to as the Company) convened the 16th session of the ninth board of effectively solve the future or potential horizontal competition with the Company. 6. Opinions of Independent Directors announcement on resolutions of the 16th session of the ninth board of directors and the announcement on resolutions directors and 10th session of the ninth board of supervisors on August 30 of 2021. During the meeting, the Report on of the 10th session of the ninth board of supervisors published on China Securities, Shanghai Securities News, Security Extension of Commitments Performance Time Limit of the HNA Group for the Capital Airlines & Western Airlines This transaction is the based on the Commitment on Solving the Future or Potential Horizontal Competition of the HNA Group in April of 2012. The signature of above stated contract would be beneficial for the Company to standardize Times, Securities Daily, Hongkong’s Wen Wei Po and the website of the SSE on August 31of 2021. were deliberated and passed through. The related directors avoided from voting and independent directors issued 2.2 Special proposal: No; independent opinions. According to the Company’s Articles of Association, this proposal shall be submitted to the the operation and management of the Capital Airlines subject to the operation standards of a Five-star Airlines and promote its operation, production and profit-earning capability. It would avoid and effectively solve the future or 2.3 Proposals with separate vote of the small and medium-sized investors: Proposal 1, 2, 3; general meeting of shareholders for consideration and related directors shall avoid the voting. The relevant information 2.4 Proposals involving of connected shareholders to abstain from voting: Proposal 1, 2, 3; is hereby announced as follows: potential horizontal 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 Shareholders who shall avoid from voting: The Grand China Air Company Limited, the HNA Group Company 1. Original Commitments of the Shareholder Limited, the Changjiang Leasing Company Limited and the Haikou Meilan International Airport Company Limited On April 11 of 2012, the HNA Group Company Limited (hereinafter referred to as the HNA Group, shareholder of is legal and effective. No activity harming the interests of listing enterprise and all shareholders exists. Board of Directors 2.5 Proposals involving the vote of shareholders of preferred stock: No the Company) issued the Promise to Solve the Future or Potential Horizontal Competition as following: Hainan Airlines Holding Company Limited 3. Notices on Vote Casting 1.1 In order to meet the Regulations on Listed Enterprises, the HNA Group promises to complete the equity trust August 31, 2021 3.1 Shareholders who vote through the voting system of the SSE could log in either the voting platform of the of airlines enterprises directly or indirectly held by it before the disclosure of 2012 Interim Report of the Company trading system (through the trading terminals of the designated Securities) or the internet voting platform (http://vote. according to the legal procedure and related laws and regulations and approval of administrative authorities. sseinfo.com) to cast vote. If it’s the first time for the investor to log-in the on-line voting platform to cast vote, the 1.2 The stock right of the Tianjin Airlines Company Limited, Western Airlines Company Limited, Beijing Capital identification registration shall be completed. Please refer to the specification of the on-line platform for details. Airlines Company Limited and Hongkong Airlines Company Limited, directly or indirectly held by the HNA Group 3.2 If the shareholder who votes through the voting system of the SSE owns multiple accounts, any one of these Company Limited would be injected into the Company through equity transfer or other re-reorganization activities on ANNOUNCEMENT ON ENTRUSTED MANAGEMENT OF THE accounts would be adopted as the access to the on-line voting. When the votes were cast, it shall be deemed that the the demand of the main business development and profit earning situation of the Company according to the related laws WESTERN AIRLINES HOLDING A-shares or preferred shares in same breed under all these accounts cast the same vote respectively. and regulations and approval of administrative authority within 36 months from the implementation date of the private 3.3 The repeated votes through on-site, on-line voting platform of the SSE or any other methods shall be subject to issue. HAINAN AIRLINES HOLDING COMPANY LIMITED Performance of Original Commitments the first vote. The board of directors of the Hainan Airlines Holding Company Limited and its entire directors guarantee that there 2.1 The HNA Group had been positively pushing forward the equity trust and injection of above stated four airlines 3.4 The vote shall be submitted upon the shareholder voted on all proposals. is no significant omission, fictitious description or serious misleading of information in this announcement and they will enterprises. In September of 2012, the related stock right of the Tianjin Airlines Company Limited, Western Airlines 3.5 The shareholder who holds both A-share and B-share shall cast vote separately. take both individual and joint responsibilities for the truthfulness, accuracy and completeness of the content. Company Limited, Beijing Capital Airlines Company Limited and Hongkong Airlines Company Limited, directly or 4. People Attending the Meeting Important Notice: indirectly held by the HNA Group were entrusted to the Company for management. 4.1 The shareholders who registered in the China Securities Depository and Clearing Corporation Limited (Shanghai ●● Main Content of the Transaction: In order to solve the future or potential horizontal competition, the HNA 2.2 In December of 2012, the board of directors and the general meeting of the Company approved that the branch) after closing on the registration date shall be qualified to participate the meeting. The shareholders could Group Company Limited (hereinafter referred to as the HNA Group) issued the Commitment on Solving the Future Company could acquire 19.60% stock right of the the Beijing Capital Airlines Holding Company Limited from the authorize the proxies in written form to participate the meeting and vote for them. It’s not necessary for a shareholder to or Potential Horizontal Competition to the Hainan Airlines Holding Company Limited (hereinafter referred to as the HNA Tourist Group Company Limited. authorize a corporate shareholder as the proxy. Following is the details: Company) in April of 2012. Meanwhile, the Report on Changes to the HNA Group’s Promises for the Western Airlines 2.3 On September 22 of 2014, the general meeting of the Company approved the change to the commitments made and Extension of Commitments Performance Time Limit was deliberated and passed through by the 46th session of the Share Type Security Code Abbreviation Registration Date Last Trading Date by the HNA Group Company Limited. It’s agreed that the HNA Group would transfer the stock right of the Hongkong eighth board of directors and 2019 Fifth Extraordinary General Meeting of Shareholders respectively convened in June Airlines Company Limited to an independent third party before the expiration of the previous commitments and release A-share 600221 *STHH Sept. 8, 2021 － and July of 2019. The Chongqing Western Airlines Holding Company Limited (hereinafter referred to as the Western the trusteeship of the stock right of the Hongkong Airlines Company Limited. The changed commitments are: Airlines Holding) is the controlling shareholder of the Western Airlines Company Limited (hereinafter referred to as B-share 900945 *STHH- B Sept. 13, 2021 Sept. 8, 2021 ① In order to meet the Regulations on Listed Enterprises, the HNA Group Company Limited promises to complete the Western Airlines). The HNA Group South-west Headquarter Company Limited (hereinafter referred to as the HNA the equity trust of airlines enterprises directly or indirectly held by it before the disclosure of 2012 Interim Report of the Group South-west Headquarter) is the controlling shareholder of the Western Airlines Holding. The Company would Company according to the legal procedure and related laws and regulations and approval of administrative authorities. 4.2 Directors, supervisors and senior management accept the entrust of the HNA Group South-west Headquarter to manage the 60% stock right of the Western Airlines ② The stock right of the Tianjin Airlines Company Limited, Western Airlines Company Limited and Beijing Capital 4.3 Lawyers appointed by the Company Holding held by the HNA Group South-west Headquarter on the basis of friendly negotiation. Airlines Company Limited, directly or indirectly held by the HNA Group Company Limited would be injected into the 4.4 Others ●● The HNA Group South-west Headquarter Company Limited is controlled by the HNA Group, the shareholder Company through equity transfer or other re-reorganization activity on the demand of the main business development 5. Registration Method of the Company. Therefore this transaction constitutes a connected transaction, but not a material assets reorganization and profit earning situation of the Company according to the related laws and regulations and approval of administrative 5.1 The eligible participants are requested to register before 17:00 of Sept. 16 of 2021 at the East Zone on 8th Fl. of as regulated by the Measures for the Administration of Material Assets Reorganization of the Listing Companies. The authority within 36 months from the implementation date of the private issue. the New Haihang Mansion. The fax and letter registration shall take effect on the confirmation of the Company. related directors, Liu Lu, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the ③ It would transfer the stock right of the Hongkong Airlines Company Limited to an independent third party before 5.2 Individual shareholders shall take with them the valid Certificate of Stock Equity, the original and duplicate of meeting of the board of directors discussing the connected transaction. the expiration of the previous commitments to solve the future or potential horizontal competition with the Company ID card; ●● Influence of the Transaction: The entrusted management of the 60% stock right of the Western Airlines Holding and terminate the equity trust of the Hongkong Airlines Company Limited. 5.3 Legal-person shareholders shall take with them the valid Certificate of Stock Equity, Letter of Authorized would be beneficial for the Company to standardize the operation and management of the Western Airlines subject to 2.4 On July 13 of 2015, the general meeting of the Company approved that the HNA Group could postpone original the operation standards of a Five-star Airlines and promote its operation, production and profit-earning capability. It Mandate, the duplicate of the Corporate Certificate of Business Operation, the duplicate of ID card of the legal commitments performance for 24 months, which shall be due on July 12 of 2017. would avoid and effectively solve the future or potential horizontal competition with the Company. representatives; 2.5 On January of 2017, the Company acquired 48.21% stock right of the Tianjin Airlines Company Limited 1. General 5.4 Bailees shall take with them the valid Certificate of Stock Equity, the duplicates of ID cards of the Bailer & indirectly held by the HNA Group with the raised capital of private share issue and became the controlling shareholder 1.1 Basic information Bailee, Letter of Authorized Mandate. of the Tianjin Airlines Company Limited. In order to solve the future or potential horizontal competition with the Company, the Company would accept the 6. Others 2.6 On July 11 of 2017, the general meeting of the Company approved that the HNA Group could postpone original entrust of the HNA Group South-west Headquarter and start to manage the 60% stock right of the Western Airlines Address: East Zone on Fl. 8, Haihang Mansion, No. 7 Guoxing Rd., Haikou City commitments performance for 24 months, which shall be due on July 10 of 2019. Holding held by the HNA Group South-west Headquarter. The HNA Group South-west Headquarter is controlled by the Post Code: 570203 2.7 On July 10 of 2019, the general meeting of the Company approved that the HNA Group could postpone original HNA Group (an important shareholder of the Company). Therefore, this transaction constitutes a connected transaction, Tel: 0898-6673 9961 Fax: 0898-6673 9960 commitments performance for another 24 months, and change its commitments of equity injection of the Western but not a material assets reorganization as regulated by the Measures for the Administration of Material Assets Email: [email protected] Airlines Company Limited and Beijing Capital Airlines Company Limited. The changed commitments are: Reorganization of the Listing Companies. ① In order to meet the Regulations on Listed Enterprises, the HNA Group Company Limited promises to complete 1.2 Decision making procedure Board of Directors the equity trust of airlines enterprises directly or indirectly held by it before the disclosure of 2012 Interim Report of the This transaction has been deliberated and passed through by the 16th session of the ninth board of directors of the Hainan Airlines Holding Company Limited Company according to the legal procedure and related laws and regulations and approval of administrative authorities. Company. The related directors, Liu Lu, Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from August 31, 2021 ② The stock right of the Tianjin Airlines Company Limited, Western Airlines Company Limited and Beijing Capital voting at the meeting of the board of directors discussing the connected transaction. Airlines Company Limited, directly or indirectly held by the HNA Group Company Limited would be injected into the Voting result: 3 affirmative votes, 0 dissenting vote, 0 abstention vote and 6 avoiding votes. Attachment 1: Letter of Authorized Mandate Company through equity transfer or other re-reorganization activity on the demand of the main business development This proposal shall be submitted to the general meeting for approval. LETTER OF AUTHORIZED MANDATE and profit earning situation of the Company according to the related laws and regulations and approval of administrative 2. Basic Information of the Related Party This letter is to entrust Mr. (Miss) to participate in the 2021 first extraordinary general meeting of authority within 36 months from the implementation date of the private issue. The HNA Group South-west Headquarter Company Limited shareholders of the Hainan Airlines Holding Company Limited on Sept. 17 of 2021 and to authorize him/her to vote. ③ It would transfer the stock right of the Hongkong Airlines Company Limited to an independent third party before ① Registered address: No. 10 Lingang Avenue, Yubei District, Chongqing the expiration of the previous commitments to solve the future or potential horizontal competition with the Company ② Legal representative: Chen Yao Amount of Ordinary Share: share (s) and terminate the equity trust of the Hongkong Airlines Company Limited. ③ Registered capital: RMB 2,500,000,000 yuan Amount of Preferred Share: share (s) ④ The stock right of the Western Airlines Company Limited and Beijing Capital Airlines Company Limited (directly ④ Business scope: Investment in real estate, cultural and educational projects with self-owned fund; investment Certificate Number of Stock Equity (Stock Account No.): or indirectly held by the HNA Group Company Limited) would be injected into the Company through equity transfer/ management and consultation; development and sales of agricultural science and technology product and technology other re-reorganization activities or transferred to an independent third party before the expiration of the commitments, promotion and transfer; wholesale of transportation equipment, general machinery, special equipment and electronic so to solve the future or potential horizontal competition with the Company and terminate the equity trust of the Western Non-cumulative Voting Proposals Affirmative Dissenting Abstention products (excluding electronic publications); ticketing agent (Projects which need the approval of relevant authorities No. Airlines Company Limited and Beijing Capital Airlines Company Limited. Vote Vote Vote shall be operated accordingly.) 3. Shareholder’s Application Reasons for Commitments Extension The Report on Extension of Commitments ⑤ Shareholders and equity structure The Hainan Provincial High People’s Court has officially accepted applications for the re-organization of the Hainan Performance Time Limit of the HNA Group for 1 Airlines Holding Company Limited, the HNA Group Company Limited, the Beijing Capital Airlines Company Limited Capital Contribution the Capital Airlines Holding & Western Airlines No. Shareholder Equity Percentage(%) and the Western Airlines Company Limited. During the re-organization period, the HNA Group Company Limited (In RMB 1,000 yuan) Holding could not exercise the free transfer right to the equity of the Beijing Capital Airlines Company Limited and the Western The HNA Aviation Management & Service Company The Report on Entrusted Management of the Airlines Company Limited. There is uncertainty about injecting the equity into the Company or transferring it to a third 1 2,300,000.00 2 Limited 92.00 Capital Airlines Holding party, so it is expected to be difficult to achieve within the original commitment period. The Report on Entrusted Management of the For the foregoing reasons and in accordance with the relevant provisions and requirements of the Regulatory 3 3 The HNA Aviation Group Co., Ltd. 200,000.00 8.00 Western Airlines Holding Guidelines for Listed Companies No.4 — Commitment and Performance of Listed Companies’ Actual Controller, Total 2,500,000.00 100.00 Shareholders, Related Parties, Acquirer and the Listed Company, the HNA Group Company Limited requested the board of directors and the general meeting of shareholders of the Company to extend the performance period of commitments 3. Basic Information of the Trading Object Bailer: Participant: for another 24 months from the approval date of the shareholders’ general meeting of Company. The Chongqing Western Airlines Holding Company Limited ID No. ID No.: 4. Review and Decision-making Procedure ① Registered address: No. 99 Baiguo Road, Shuanglonghu Street, Yubei District, Chongqing Entrust Date 4.1 Review of the board of directors ② Legal representative: Xie Haoming Remark: This proposal has been deliberated by the 16th session of the ninth board of directors. The related directors, Liu Lu, ③ Registered capital: RMB 1,000,000,000 yuan The Bailer shall check (√) in any one of the Affirmative Vote, Dissenting Vote or Abstention Vote option of the above Chen Ming, Xu Jun, Wu Xiaoxi, Zhang Zhigang and Liu Jichun, avoided from voting at the meeting of the board of ④ Business scope: Project investment with self-owned fund; investment management consulting Letter of Authorized Mandate. If the bailer did not give specific instruction in the above Letter of Authorized Mandate, directors discussing the connected transaction. This proposal is passed through by 3 affirmative votes, 0 dissenting vote, ⑤ Shareholders and equity structure： the Bailee shall have the right to cast the vote on his/her own will.