HAINAN AIRLINES COMPANY LIMITED HAINAN AIRLINES COMPANY LIMITED Transaction

A31 2016年7月19日（星期二）

HAINAN AIRLINES COMPANYThe HNA Group Company LIMITED Limited is the major shareholder of the Company and the Henghe Electronic is the controlled ANNOUNCEMENT OF RESOLUTIONS OF BOARD OF DIRECTORS ANNOUNCEMENT OF OUTBOUND INVESTMENT subsidiary of the HNA Group Company Limited. Therefore this transaction is a connected transaction. The related directors, Xin Di, Mu Weigang and Xie Haoming, had abstained from voting at the meeting of the board of directors discussing the connected HAINAN AIRLINES COMPANY LIMITED HAINAN AIRLINES COMPANY LIMITED transaction. The Hainan Airlines Company Limited and the entire members of its board of directors (“BoD”) hereby guarantee the The Hainan Airlines Company Limited and the entire members of its board of directors (“BoD”) hereby guarantee the 2. Basic Information of Related Parties truthfulness, accuracy and completeness of the announcement and would take responsibilities for significant omission, fictitious truthfulness, accuracy and completeness of the announcement and would take responsibilities for significant omission, fictitious 2.1 HNA Group Company Limited description or serious misleading of it. description or serious misleading of it. Registered capital: RMB 11,151.8 million yuan The 51st session of the seventh board of directors of the Hainan Airlines Company Limited (hereinafter referred to as “the Important Notice: Legal representative: Chen Feng Company”) was convened in the method of communication on July 18 of 2016. The entire members of the BoD (seven directors) ●● Target of investment: The Transportes Aereos Portugueses, SGPS, S.A. (hereinafter referred to as the TAP) Registered address: Hainang Development Mansion, No.29 Haixiu Road, Haikou city participated the meeting, which conforms to the regulations of the Company Law and Articles of Association. During the meeting, ●● Amount of investment: The Hainan Airlines Company Limited (hereinafter referred to as the Company) plans to buy 25% Business Scope: Investment and management of air traffic and airport; investment and management of hotels and golf courses; following proposals were deliberated and passed through: convertible bond of the TAP (which correspond 13.06% economic interests of the TAP) from the Azul S. A. with its own fund of information technology service; import and export of aircraft and aviation materials; investment and development of energy 1. The Report on Establishing Joint Venture Enterprise 30 million Euros. Upon the completion of this transaction, the Company would hold 23% economic interests of the TAP. It would resources, telecommunication, new technology and materials; capital operation; domestic labor and commercial service agency In order to make full use of the policy of the regional customs clearance integration reform and initiate attempt to innovate new also It would occupy 1 board seat of the 12 seats of the board of director of the TAP with voting power. Equity structure： commercial model to innovate its commercial development model, the Hainan Airlines Company Limited (hereinafter referred 1. General Capital Contribution to as the Company) plans to establish the HNA Import & Export Company Limited (hereinafter referred to as the HNA Import & 1.1 Basic information of outbound investment No. Shareholder Equity Percentage(%) Export) with the HNA Group Company Limited (hereinafter referred to as the HNA Group) and the Shenzhen Daqian Investment In order to explore the European and African air-route network, the Company plans to buy 25% convertible bond of the TAP (In RMB 1,000 yuan) Company Limited (hereinafter referred to as the Daqian Investment). The registered capital of the HNA Import & Export accounts (which correspond 13.06% economic interests of the TAP) from the Azul S. A. with its own fund of 30 million Euros. Upon the for RMB 500 million yuan, which includes RMB 175 million yuan of the HNA Group (35% stock right of the HNA Import & 1 Hainan Traffic Control Holding Co., Ltd. 7,806,260 70 completion of this transaction, the Company would hold 23% economic interests of the TAP. It would also It would occupy 1 board 2 Yangpu Construction & Transportation Co., Ltd. 3,345,540 30 Export), RMB 175 million yuan of the Daqian Investment (35% stock right of the HNA Import & Export) and RMB 150 million seat of the 12 seats of the board of director of the TAP with voting power. yuan of the Company (30% stock right of the HNA Import & Export). The Company would have the right to nominate one 1.2 The outbound investment had been deliberated and approved by the 51st session of the seventh board of directors of the Total 11,151,800 100 supervisor of the board of the supervisors. Company. Four directors cast for affirmative votes, three for avoiding votes, zero dissenting vote and zero avoiding vote. The 2.2 The Haihang Aviation Group Company Limited Opinions of the independent director: The investment in establishing the HNA Import & Export would make full use of the independent directors issued independent opinions on the related proposal. policy of the regional customs clearance integration reform. It would help to reduce the overall cost on different aspect such as cost Enterprise nature: Limited partnership enterprise on aircraft, engine and aviation materials buying. Meanwhile it would improve the investment income of the Company. It would 2. Basic Information of the Trading Party Legal representative: Chen Wenli take positive effect on the future development of the Company. Name: Azul S.A. Registered address: Hainang Development Mansion, No.29 Haixiu Road, Haikou city This transaction is a connected transaction. The related directors, Xin Di, Mu Weigang and Xie Haoming, had abstained from Registered capital: BRL 503,427,288.62 Registered capital: RMB 17,000,000,000 yuan voting at the meeting of the board of directors discussing the connected transaction. Legal representative: David Neeleman Business scope: Investment management related to air transportation; capital operation & management; entrusted assets The proposal would be submitted to the general meeting for approval. Registered address: Av. Marcos Penteado de Ulhoa Rodrigues, 939, 8th floor, Torre Jatoba, CEP 06460-040, Barueri-SP, Brazil management; terminal building service and operation For details, please refer to the announcement of establishing joint venture enterprise disclosed on the same date of this Equity structure： Equity structure： announcement. No. Shareholder Equity Percentage(%) Capital Contribution Voting result: 4 affirmative votes, 0 dissenting vote, 0 abstention vote and 3 avoiding votes. No. Shareholder Equity Percentage(%) 2. The Report on Buying Convertible Bond of the TAP 1 David Neleeman 56.11 (In RMB 1,000 yuan) The Company plans to buy 25% convertible bond of the Transportes Aereos Portugueses, SGPS, S.A. (hereinafter referred to 2 Trip 31.87 1 The HNA Group Company Limited 12,650,000 74.41 as the TAP), which correspond to 13.06% economic interests of the TAP from the Azul S. A. with its own fund of 30 million Euros. 3 Grupo Bozano 2.57 Sanya Phoenix International Airport Company 13.82 Upon the completion of this transaction, the Company would hold 23% economic interests of the TAP. It would also It would 2 2,350,000 occupy 1 board seat of the 12 seats of the board of director of the TAP with voting power. 4 WP-New Air LLC 2.02 Limited Opinions of the independent director: The Company would own economic interest and voting power of the TAP through buying 6 WP-New Air LLC 0.96 Tianhong Chuangxin Assets Management 11.77 the TAP convertible bond held by the Azul S. A.. It would help to explore the air-rout network arrangement of the Company in 7 Other shareholders 6.47 3 2,000,000 Europe and Africa and take positive effect on the future development of the Company. The voting procedure is legal and effective. Company Limited No activity harming the interests of listing enterprise and all shareholders exists. (Remarks: The Company increased its capital investment in the Azul S.A. with its own fund of USD 450 million on Feb. 5 Total 17,000,000 100.00 For details, please refer to the announcement of outbound investment disclosed on the same date of this announcement. of 2016. Presently, the stock equity transfer has not been completed. For details, please refer to the Announcement of Outbound Voting result: 7 affirmative votes, 0 dissenting vote and 0 abstention vote. Investment of Feb. 5 of 2016. ) 2.3 The Hainan Haihang Aviation Sales Company Limited 3. The Report on Increasing Capital Investment into the Yangtze River Express Airlines Company Limited Main business and development of latest three years: The Azul S.A. is a cheap airlines established in Brazil in 2008. It’s Registered capital: RMB 410 million yuan The Company and the HNA Logistics Group Company Limited (hereinafter referred to as the HNA Logistics) plan to increase headquarter is located at the Viracopos-Campinas International Airport of Brazil. It owns largest domestic air-routes of Brazil. Its Legal representative: Liu Tao capital investment into the Yangtze River Express Airlines Company Limited (hereinafter referred to as the Yangtze River Express) fleet owns 152 aircraft. In 2012, the Azul S.A. bought the regional airlines TRIP and became the third largest airlines enterprise of Registered address: Hainan Resort Software Community, Laocheng High-tech Industry Demonstration Zone, Chengmai for RMB 915.2 million yuan (572 million shares) and 2,824.8 million yuan (1,765.5 shares) separately at the price of RMB 1.6 Brazil. In 2014, it started to operate international flight. Presently, the Azul S.A. owns loyal customers of 6 million and becomes County, Hainan Province yuan per share. Upon the completion of the capital increase, the Company would directly hold the stock 11.58% stock equity of the the most favorite airline enterprise of Brazil. Business Scope: Sales agency for domestic and international air ticket (which need to be operated subject to the approval of Yangtze River Express and indirectly hold 21.53% stock equity of the Yangtze River Express through its controlled subsidiary of Financial status: As of the end of 2015, the total assets of the Azul S.A. accounted for BRL 7,839 million, current assets for the CAAC); aviation service consultation; related service of air transportation; research and development of computer hardware the Xiangpeng Airlines. BRL 1,855 million, total liability for BRL 8,231 and current liability for BRL 4,060 million. The Azul S.A. achieved operation and network equipment; computer technology service and consultant; trading of construction materials, local and feature products, Opinions of the independent director: The capital increase into the Yangtze River Express was agree with. The capital increase income of BRL 6,258 million in 2015. The above financial data was audited data of the consolidated statements. aquatic products; sales agency for gift, hotel tourist souvenir (except for foods); insurance agency limited to personal accident, into the Yangtze River Express would help to co-share the air-route network resource in Shanghai and even the whole region of 3. Main Content of the Investment Contract tourist inconvenience insurance and motor vehicle insurance; sales agency for tickets of scenic spot, commercial activities and East China, and would take positive effect on the future development of the Company. No activity harming the interests of listing 3.1 Contracting parties: The Hainan Airlines Company Limited and the Azul S.A. train. enterprise and all shareholders exists. 3.2 Pricing basis and investment amount: The trading price is confirmed in accordance with the investment amount and Equity structure： This transaction is a connected transaction. The related directors, Xin Di, Mu Weigang and Xie Haoming, had abstained from percentage of the transaction that the Azul S.A. bought the convertible bond of TAP. In November of 2015, the Azul S.A. and the Capital Contribution voting at the meeting of the board of directors discussing the connected transaction. TAP signed agreement that the Azul S.A. would bought the 100% convertible bond of the TAP at the price of 120 million Euros, No. Shareholder Equity Percentage(%) The proposal would be submitted to the general meeting for approval. which corresponded 55% economic interest of the TAP. Later, the Portuguese government acquired 25% purchasing right of the (In RMB 1,000 yuan) For details, please refer to the announcement of connected transaction (A) disclosed on the same date of this announcement. above stated convertible bond through negotiation, and the Azul S.A. bought other 75% convertible bond of the TAP at the price of 1 The Haihang Aviation Group Co., Ltd. 410,000 100.00 Voting result: 4 affirmative votes, 0 dissenting vote, 0 abstention vote and 3 avoiding votes. 90 million Euros (which corresponded 41.25% economic interest). If there’s equity dilution, the above economic interest owned by Total 410,000 100.00 4. The Report on Capital Increase into the Haikou Henghe Electronic Technology Company Limited the Azul S.A. shall declined as 39.19%. Therefore, the Company would buy 25% convertible bond of the TAP from the Azul S.A. In order to grasp the new opportunity of investment and profit growth point and take breakthrough in the development of the at the price of 30 million Euros, which corresponds to 13.06% economic interest. 2.4 The Hainan Xinsheng Feixiang Culture Transmission Company Limited respect of aviation auxiliary business, the Company plans to increase its investment in the Haikou Henghe Electronic Technology 3.3 Right of the Company: The Company would own 13.06% economic interest of the TAP through this transaction. Upon the Registered capital: RMB 811,734,503 yuan Company Limited (hereinafter referred to as the Henghe Electronic) for RMB 48,741,600 yuan at the price of RMB 1.00 yuan per completion this transaction, the Company would own 23% economic interest of the TAP and occupy 1 board seat of the 12 seats of Legal representative: Gao Di share. Upon the completion of the capital increase, the Company would hold 19.50% stock right of the Henghe Electronic. the board of director of the TAP with voting power. Registered address: Opinions of the independent director: It’s agree that the Company could invest capital into the Henghe Electronic for amount 3.4 Conversion of the convertible bond: The maturity date of the convertible bond is on March 8 of 2026. The Company has Business scope: Sales agency for domestic air passenger and cargo transportation agency (except for Hongkong, Marco and of RMB 48,741,600 yuan. This transaction would help to promote the development of the non-aviation business of mile points of the right to convert the convertible bond into corporate equity and participate the corresponding economic interest. Taiwan); sales agency for international air passenger and cargo transportation or regional sales agency for Hongkong, Marco the Fortune Wings Club and income generating ability of the Company. It conforms with the interests of listing enterprise and all 4. Influence shareholders. No activity harming the Company and its shareholders, especially the interest of minority shareholders exists. and Taiwan; design, manufacture, publish and agency for domestic advertising business; enterprise image planning; network The Company owns the economic interest and voting power of the TAP through the above stated outbound investment. It also engineering; website development; information service business of secondary value-adding telecommunication businesses This transaction is a connected transaction. The related directors, Xin Di, Mu Weigang and Xie Haoming, had abstained from realized strategic alliance in Europe and Africa, which would help to explore the air-rout network arrangement of the Company in voting at the meeting of the board of directors discussing the connected transaction. (including internet information service except for telephone information service); sales of electrical&mechanical equipment, Europe and Africa. For details, please refer to the announcement of connected transaction (B) disclosed on the same date of this announcement. communication equipment, computer spare parts, instrument& instrumentation, hardware & electrical tools, electronic products, Voting result: 4 affirmative votes, 0 dissenting vote, 0 abstention vote and 3 avoiding votes. 5. Risk Analysis household equipment, cosmetics, perfume, gifts, arts & craft; import & export businesses; retail of packed food. 5. The Report on Engaging Vice-president Presently, the financial situation of the TAP is not optimistic. However the strategic meaning of the investment is far more Equity structure： The board of directors agreed to appoint Mr. Quan Dong as the vice president of the Company for a term of three years. important than its financial investment meaning. There’s opportunity of uncertainty on the improvement of the investment value of the TAP in a short period. Shareholding Amount Mr. Quan Dong joint the Company in 2001. He had been worked with the Deer Jet Company Limited as the general manager No. Shareholder Equity Percentage(%) of the comprehensive management department, the HNA Tourist Group Company Limited as the general manager of the human 6. Opinions of the Independent Director (In share) resource department and chief director of the human resource department. Presently, he takes the position as the general manager The Company would own the economic interest and voting power of the TAP through buying the TAP convertible bond held by 1 The Hainan Haihang Aviation Sales Co., Ltd. 317,949,273 39.17 the Azul S. A.. It would help to explore the air-rout network arrangement of the Company in Europe and Africa and take positive of the human resource department of the Company. He has long-term and rich experiences of human resource management. 2 The Hainan Airlines Co., Ltd. 158,390,729 19.51 Therefore he is fully qualified for the position of the vice president of the Company. He has not been punished by the CSRC and effect on the future development of the Company. No activity harming the interests of listing enterprise and all shareholders exists. other related authorities and stock exchanges. There’s no circumstance that he may not take the position as the senior management 7. Reference 3. Basic Information of the Underlying Asset of the listed enterprise. The resume of Mr Quan Dong shall be referred to as the attachment. 7.1 Resolutions of the Board of Directors The Haikou Henghe Electronic Technology Company Limited Opinions of the independent director: Mr. Quan Dong has not been punished by the CSRC and other related authorities and 7.2 Purchasing Agreement of Convertible Bond Registered capital: RMB 201.2 million yuan stock exchanges. There’s no circumstance that he may not take the position as the senior management of the listed enterprise. Mr. 7.3 Opinions of Independent Directors signed Legal representative: Liu Tao Quan Dong is qualified for the position regulated by the Company Law and regulations of the CSRC. The nomination is legal and Board of Directors Registered address: Fl. 2, Comprehensive building, Tianhai Garden, No. 19 Changyi Road, Haikou, Hainan effective. It’s agreed to appoint Mr. Quan Dong as the vice president of the Company. Hainan Airlines Company Limited Business scope: Computer data processing; design, development, maintain, sales and technical consultant of computer software Voting result: 7 affirmative votes, 0 dissenting vote and 0 abstention vote. July 19, 2016 & hardware; enterprise investment management consultant (except for pre-licensed items of financial, security, futures, insurance, 6. The Report on Continuing to Contract Vice-president fund, impawn businesses); enterprise management information consultant; commercial information consultant; enterprise image The board of directors agreed to appoint Mr. Pu Ming and Mr. Hou Wei as the vice presidents of the Company for a term of design; design, agency and publishing domestic advertisement; air ticket sale agency; hotel reservation; import&export of cargo three years. and technology; conference service; sales of daily necessities, textiles, garments, bags, PPE, crafts, stationery, electronic products, Mr. Pu Ming has been responsible for the management of flight and operation as the vice president of the Company. He directly ANNOUNCEMENT OF CONNECTED TRANSACTION (A) communication equipment, glass products, automobile and motorcycle parts, gold and silver jewelry, jewelry, consumer equipment, manages the flight department and operation control department. He has made outstanding contribution for the safe flight and clocks and watches, glasses, car decorations, baby supplies, pet supplies; on-line sales. operation control of the Company. HAINAN AIRLINES COMPANY LIMITED Equity structure (Before the capital increase): Mr. Hou Wei has been responsible for the management of market and sales as the vice president of the Company. He directly The Hainan Airlines Company Limited and the entire members of its board of directors (“BoD”) hereby guarantee the manages the marketing department and cabin service quality department. He has made outstanding contribution for the marketing truthfulness, accuracy and completeness of the announcement and would take responsibilities for significant omission, fictitious Capital Contribution and cabin service of the Company. description or serious misleading of it. No. Shareholder Equity Percentage(%) The resume of Mr Pu Ming and Mr. Hou Wei shall be referred to as the attachment. (In RMB 1,000 yuan) Important Notice: 1 The Hainan Haihang Aviation Sales Co., Ltd. 1,200 0.06% Opinions of the independent director: Mr. Pu Ming and Hou Wei have not been punished by the CSRC and other related ●● Content of Transaction: The Hainan Airlines Company Ltd. (hereinafter referred to as the Company) and the HNA authorities and stock exchanges. There’s no circumstance that they may not take the position as the senior management of the listed Logistics Group Company Limited (hereinafter referred to as the HNA Logistics) plan to increase capital investment into the 2 Hainan Xinsheng Feixiang Cultural Media Co., Ltd. 200,000 99.40% enterprise. Mr. Pu Ming and Hou Wei are qualified for the position regulated by the Company Law and regulations of the CSRC. Total 201,200 100% The nomination is legal and effective. It’s agreed to continuing the appointment of Mr. Pu Ming and Hou Wei as the vice presidents Yangtze River Express Airlines Company Limited (hereinafter referred to as the Yangtze River Express) for RMB 915.2 million yuan (572 million shares) and 2,824.8 million yuan (1,765.5 shares) separately in cash. Upon the completion of the capital of the Company. Equity structure (After the capital increase): Voting result: 7 affirmative votes, 0 dissenting vote and 0 abstention vote. increase, the registered capital of the Yangtze River Express would be RMB 5,025 million yuan. The HNA Logistics, the Jianying 7. The Report on Engaging the CFO Investment Company Limited (hereinafter referred to as the Jianying Investment), the Haihang Aviation Group Company Limited Capital Contribution No. Shareholder Equity Percentage(%) The board of directors agreed that Mr. Du Liang would not take the position as the CFO of the Company owing to change of (hereinafter referred to as the Haihang Aviation Group), the Hainan Airlines Company Limited, the Yunnan Xiangpeng Airlines (In RMB 1,000 yuan) his job and appoint Mr. Sun Dong as the CFO of the Company for a term of three years. Company Limited (hereinafter referred to as the the Xiangpeng Airlines) and the HNA Group Company Limited (hereinafter Mr. Sun Dong joint the Company in 2008. He had been worked with the Tianjin Airlines Company Limited as the general referred to as the HNA Group) would hold the stock equity of the Yangtze River Express of 35.13%、23.73%、14.73%、 1 The Hainan Haihang Aviation Sales Co., Ltd. 1,200 0.48% manager of the finance department, secretary of the board of directors. He has long-term and rich experiences of financial 11.58%、9.95%、4.88% respectively. The Company and its controlled subsidiary, the Xiangpeng Airlines, holds 21.53% stock 2 The Hainan Xinsheng Feixiang Cultural Media Co., Ltd. 200,000 80.02% management. Therefore he is fully qualified for the position of the CFO of the Company. He has not been punished by the equity totally. 3 The Hainan Airlines Co., Ltd. 48,741.6 19.50% CSRC and other related authorities and stock exchanges. There’s no circumstance that he may not take the position as the senior ●● The HNA Group Company Limited is the major shareholder of the Company. The Haihang Logistics and the Haihang Total 249,941.6 100% management of the listed enterprise. The resume of Mr Sun Dong shall be referred to as the attachment. Aviation Group are the controlled subsidiaries of the HNA Group. Therefore this transaction is a connected transaction. The related Opinions of the independent director: Mr. Sun Dong has not been punished by the CSRC and other related authorities and directors, Xin Di, Mu Weigang and Xie Haoming, had abstained from voting at the meeting of the board of directors discussing the Financial Data: As of Dec. 31 of 2015, the audited total assets of the Henghe Electronic accounted for RMB 204,510,000 yuan stock exchanges. There’s no circumstance that he may not take the position as the senior management of the listed enterprise. Mr. connected transaction. and net assets for -RMB 336,400 yuan. The audited operation income in 2015 accounted for RMB 3,326,900 yuan and net profit Sun Dong is qualified for the position regulated by the Company Law and regulations of the CSRC. The nomination is legal and ●● Influence of the Transaction: The capital increase into the Yangtze River Express would help to co-share the air-route for RMB 335,900 yuan. effective. It’s agreed to appoint Mr. Sun Dong as the CFO of the Company. network resource in Shanghai and even the whole region of East China, explore more development space. As of June 30 of 2016, the non-audited total assets of the Henghe Electronic accounted for RMB 216,388,600 yuan and net Voting result: 7 affirmative votes, 0 dissenting vote and 0 abstention vote. 1. General assets for RMB 200,611,500 yuan. The non-audited operation income in Jan.-June of 2016 accounted for RMB 8,342,000 yuan 8. The Report on Convening the 2016 Third Extraordinary General Meeting of Shareholders In order to co-share the air-route network resource in Shanghai and even the whole region of East China, the Company and and net profit for RMB 947,900 yuan. The board of directors agreed to convene the 2016 third extraordinary general meeting of shareholders on August 3, 2016. the HNA Logistics plan to increase capital investment into the Yangtze River Express for RMB 915.2 million yuan (572 million 4. Main Contents of the Agreement Voting result: 7 affirmative votes, 0 dissenting vote and 0 abstention vote. shares) and 2,824.8 million yuan (1,765.5 shares) separately at the price of RMB 1.6 yuan per share. Upon the completion of the 4.1 Investment Company: The Hainan Airlines Co., Ltd. Board of Directors capital increase, the registered capital of the Yangtze River Express would be RMB 5,025 million yuan. The HNA Logistics, the 4.2 Target Company: The Haikou Henghe Electronic Technology Company Limited Hainan Airlines Company Limited Jianying Investment, the Haihang Aviation Group, the Hainan Airlines Company Limited, the Xiangpeng Airlines and the HNA 4.3 Capital increase amount and pricing policy: The Company would increase capital investment in the Henghe Electronic July 19, 2016 Group would hold the stock equity of of the Yangtze River Express of 35.13%、23.73%、14.73%、11.58%、9.95%、4.88% for amount of RMB 48,741,600 yuan. According to the Assets Evaluation Report (Tong Zhi Xin De Ping Bao Zi [2016] No. respectively. The Company and its controlled subsidiary, the Xiangpeng Airlines, holds 21.53% stock equity totally. 186) issued by the Tongzhi Xinde (Beijing) Assets Evaluation Company Limited, the book value of the net assets of the Henghe Attachment: Resume of Mr. Quan Dong, Pu Ming, Hou Wei and Sun Dong 2. Basic Information of Related Parties Electronic accounts for about RMB 200,611,500 yuan, the evaluated value for RMB 200,642,400 yuan. The value added rate is of Quan Dong, male, member of the Communist Party, born on May of 1979. He graduated from the North-west University and 2.1 The HNA Group Company Limited 0.02%. The registered capital per unit accounts for RMB 0.997 yuan. Through friendly negotiation, the Henghe Electronic and the majored in management science. He joined the Company in 2001. He had been worked with the Deer Jet Company Limited as the Registered capital: RMB 11,151.8 million yuan Company agreed with the capital increase plan that the Company would invest into the Henghe Electronic at the price of RMB 1.00 general manager of the comprehensive management department, the HNA Tourist Group Company Limited as the general manager Legal representative: Chen Feng yuan per share. The trading price is fair and reasonable. of the human resource department and chief director of the human resource department. Registered address: Hainang Development Mansion, No.29 Haixiu Road, Haikou city 5. Motivation and Influences Pu Ming, male, member of the Communist Party, born in 1962. He had been worked as the air force director. In 1994, he joined This transaction would be beneficial for the aviation auxiliary business of the Company such as the mile points. It would help the Company. He has been worked as the vice general manager, general manager of the flight department and general manager, Business Scope: Investment and management of air traffic and airport; investment and management of hotels and golf courses; safety chief director of the safety supervision department. Presently, he takes the position as the vice president of the Company. information technology service; import and export of aircraft and aviation materials; investment and development of energy to optimize the company’s strategic layout, enhance the profit earning ability and create new profit-earning point. Hou Wei, male, born in 1967. He graduated from the Beijing Language and Culture University and majored resources, telecommunication, new technology and materials; capital operation; domestic labor and commercial service agency 6. Opinions of Independent Directors in Chinese linguistic literature. He had been worked with the international department of the CAAC and the Equity structure： It’s agree that the Company could invest capital into the Henghe Electronic for amount of RMB 48,741,600 yuan. This transaction would help to promote the development of the non-aviation business of mile points of the Fortune Wings Club and International Air Transport Association. In 2006, he joined the Company. He has been worked as the vice general manager of the Capital Contribution Beijing marketing department, manager of the international branch and chief marketing director of the marketing department. No. Shareholder Equity Percentage(%) income generating ability of the Company. The procedure is in accordance with the Company Law, the Security Laws, the Listing Presently, he takes the position as the vice president of the Company. (In RMB 1,000 yuan) Regulations and Rules for Private Issue of Listing Enterprises of the SSE, and the Articles of Association of the Company. It Sun Dong, male, born on July of 1968. He graduated from the Civil Aviation University of China as the postgraduate of MBA. 1 Hainan Traffic Control Holding Co., Ltd. 7,806,260 70 conforms with the interests of listing enterprise and all shareholders. No activity harming the Company and its shareholders, especially the interest of minority shareholders exists. He joined the Company in 2008. He had been worked with the Tianjin Airlines Company Limited as the general manager of the 2 Yangpu Construction & Transportation Co., Ltd. 3,345,540 30 finance department, secretary of the board of directors. 7. Documents for Reference Total 11,151,800 100 7.1 Resolutions of the Board of Directors; 7.2 Prior Approval of Independent Directors signed 2.2 The Haihang Aviation Group Company Limited 7.3 Opinions of Independent Directors signed Enterprise nature: Limited partnership enterprise 7.4 Assets Evaluation Report of the Henghe Electronic ANNOUNCEMENT OF ESTABLISHING JOINT VENTURE ENTERPRISE Legal representative: Chen Wenli Board of Directors Registered address: Hainang Development Mansion, No.29 Haixiu Road, Haikou city Hainan Airlines Company Limited HAINAN AIRLINES COMPANY LIMITED Registered capital: RMB 17,000,000,000 yuan July 19, 2016 The Hainan Airlines Company Limited and the entire members of its board of directors (“BoD”) hereby guarantee the Business scope: Investment management related to air transportation; capital operation & management; entrusted assets truthfulness, accuracy and completeness of the announcement and would take responsibilities for significant omission, fictitious management; terminal building service and operation description or serious misleading of it. Equity structure： Important Notice: Capital Contribution NOTICE OF CONVENING THE GENERAL MEETING OF SHAREHOLDERS ●● Target of investment: The HNA Import & Export Company Limited No. Shareholder Equity Percentage(%) ●● Amount of investmnt: RMB 150 million yuan (In RMB 1,000 yuan) HAINAN AIRLINES COMPANY LIMITED ●● The HNA Import & Export Company Limited is applying for pre-examination on the enterprise name currently. There’s 74.41 opportunity of uncertainty since the qualification verification of the Customs senior certification enterprise and distributor of the 1 The HNA Group Company Limited 12,650,000 The board of directors of the Company and its entire directors guarantee that there is no significant omission, fictitious Civil Aviation Maintenance Association of China shall be acquried after the establishment of the joint venture corporation. description or serious misleading of information in this announcement and they will take both individual and joint responsibilities Sanya Phoenix International Airport Company 13.82 for the truthfulness, accuracy and completeness of the content. 1. General 2 2,350,000 1.1 The Hainan Airlines Company Limited (hereinafter referred to as the Company) plans to establish the HNA Import & Limited Important Notices: Export Company Limited (hereinafter referred to as the HNA Import & Export) with the HNA Group Company Limited (hereinafter Tianhong Chuangxin Assets Management 11.77 ●● Convening date: Aug. 3, 2016 referred to as the HNA Group) and the Shenzhen Daqian Investment Company Limited (hereinafter referred to as the Daqian 3 2,000,000 ●● . Voting system: On-line voting system of the SSE Investment). The registered capital of the HNA Import & Export accounts for RMB 500 million yuan, which includes RMB 175 Company Limited 1. Basic Information of the Conference million yuan of the HNA Group (35% stock right of the HNA Import & Export), RMB 175 million yuan of the Daqian Investment Total 17,000,000 100.00 1.1 The 2016 Third extraordinary general meeting of the Company would be convened. 1.2 Convener: The board of directors of the Company (35% stock right of the HNA Import & Export) and RMB 150 million yuan of the Company (30% stock right of the HNA Import 2.3 The HNA Logistics Group Company Limited & Export). 1.3 Voting method: Both on-site and on-line voting methods would be adopted at the meeting. 1.2 On July 18 of 2016, the 51st session of the seventh board of directors of the Company deliberated and passed through the Registered capital: RMB 14,000 million yuan 1.4 Convening time and place: Report on Establishing Joint Venture Enterprise with the HNA Group and the Daqian Investment. Legal representative: Huang Gan Time: at 14:30 on Aug. 3, 2016; 1.3 The HNA Group Company Limited is the major shareholder of the Company. Therefore this transaction is a connected Registered address: Room 384 of Building 3, No.2388 Xiupu Road, New Pudong Area, Shanghai Place: at the Conference hall of 3rd floor of the Haihang Mansion, No. 7 Guoxing Rd., Haikou City transaction. The related directors, Xin Di, Mu Weigang and Xie Haoming, had abstained from voting at the meeting of the board of Business Scope: Domestic cargo transportation agency; storage; loading; commercial consultant; international marine cargo 1.5 On-line voting: directors discussing the connected transaction. transportation agency. On-line voting system: On-line voting system of the SSE 2. Basic Information of Related Parties Equity structure： 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 August 3 of 2016 On-line voting time of the internet voting platform: at 9:15-15:00 on August 3 of 2016 2.1 HNA Group Company Limited Capital Contribution Registered capital: RMB 11,151.8 million yuan No. Shareholder Equity Percentage(%) 1.6 Votes involving with the margin trading investors, refinancing investors, agreed repurchase business accounts and Shanghai Legal representative: Chen Feng (In RMB 1,000 yuan) Stock Connect investors shall be processed subject to the regulations of the Implementation Details on On-line Voting of the Registered address: Hainang Development Mansion, No.29 Haixiu Road, Haikou city 1 The HNA Group Company Limited 13,990,000 99.930 General Meeting of the Listed Enterprises of the SSE. Business Scope: Investment and management of air traffic and airport; investment and management of hotels and golf courses; 2 The Jianying Investment Company Limited 5,000 0.035 1.7 Public solicitation of shareholders voting right: Non information technology service; import and export of aircraft and aviation materials; investment and development of energy 2. Proposals of the Meeting: resources, telecommunication, new technology and materials; capital operation; domestic labor and commercial service agency 3 The HNA Industry Group Company Limited 5,000 0.035 Shareholder Equity structure： Total 14,000,000 100.000 No. Proposals Shareholder of A-share Shareholder of B-sharer Capital Contribution 3. Basic Information of the Underlying Asset No. Shareholder Equity Percentage(%) The Yangtze River Express Airlines Company Limited Non-cumulative voting proposals (In RMB 1,000 yuan) Registered capital: RMB 2,687.5 million yuan 1 The Report on Establishing Joint Venture Enterprise √ √ 1 Hainan Traffic Control Holding Co., Ltd. 7,806,260 70 The Report on Increasing Capital Investment into the Legal representative: Shu Weidong 2 √ √ 2 Yangpu Construction & Transportation Co., Ltd. 3,345,540 30 Registered address: No.2550 Hongqiao Road, Shanghai Yangtze River Express Airlines Company Limited Total 11,151,800 100 Business scope: Domestic air passenger transportation; domestic and international cargo and mail air transportation (including Hongkong and Marco) 2.1 Disclosing time and disclosing medias: The above proposal had been passed through by the 51st session of the seventh 2.2 The Shenzhen Daqian Investment Company Limited Equity structure： board of directors of the Company on July 18 of 2016. For details, please refer to the announcement published on China Securities, Registered capital: RMB 5 million yuan Shanghai Securities News, Security Times, Hongkong’s Wen Wei Po and the website of the SSE on July 19 of 2016. Legal representative: Kong Qingbo Capital Contribution 2.2 Special proposal: Non No. Shareholder Equity Percentage(%) Registered address: Room 201 of Building A, No. 1 Qianwan Yi Road, Shenzhen-Hongkong Cross Border Cooperation, (In RMB 1,000 yuan) 2.3 Proposal with separate vote of the medium and small investors: 1, 2; Qianhai, Shenzhen City 2.4 Proposal involving of connected shareholders to abstain from voting:1, 2; Business Scope: Industrial investment (The specific project shall be declared separately.); enterprise management and 1 The Jianying Investment Company Limited 1,192,500 44.37 Shareholders who shall abstain from voting: The Grand China Air Company Limited, the Haikou Meilan International Airport consultant; commercial and economic information consultant; sales of mechanical equipment, hardware and electrical products, 2 The Haihang Aviation Group Company Limited 740,000 27.53 Company Limited, the HNA Group Company Limited and the Changjiang Leasing Company Limited; electronic products, building and decoration materials, textiles, arts & crafts, computer, chemical products; domestic trade; import The Yunnan Xiangpeng Airlines Company 2.5 Proposal involving the vote of shareholders of preferred stock: Non 3 500,000 18.60 & export business Limited 3. Notices on Vote Casting Equity structure： 3.1 Shareholders who vote through the voting system of the SSE could log in either the voting platform of the trading system 4 The HNA Group Company Limited 245,000 9.12 (through the trading terminals of the designated Securities) or the internet voting platform (http://vote.sseinfo.com) to cast vote. If Capital Contribution 5 The Hainan Airlines Company Limited 10,000 0.37 No. Shareholder Equity Percentage(%) it’s the first time for the investor to log-in the on-line voting platform to cast vote, the identification registration shall be completed. (In RMB 1,000 yuan) Total 2,687,500 100.00 Please refer to the specification of the on-line platform for details. 1 Kong Qingbo 5,000 100% 3.2 If the shareholder who votes through the voting system of the SSE owns multiple accounts, any one of these accounts Financial Data: As of Dec. 31 of 2015, the audited total assets of the Yangtze River Express accounted for RMB 8,286,779,000 would be adopted as the access to the on-line voting. When the votes were cast, it shall be deemed that the A-shares or preferred Total 5,000 100% yuan and net assets for RMB 2,171,949,700 yuan. The audited operation income in 2015 accounted for RMB 2,140,877,900 yuan shares in same breed under all these accounts cast the same vote respectively. and net profit for RMB45,296,600 yuan. 3. Basic Information of the Investment Target 3.3 The repeat votes through on-site, on-line voting platform of the SSE or any other methods shall be subject to the first vote. 4. Main Contents of the Agreement 3.4 The vote shall be submitted upon the shareholder voted on all proposals. The HNA Group, Daqian Investment and the Company established the HNA Import & Export Company Limited 4.1 Contracted party: The HNA Logistics Group Company Limited, the Jianying Investment Company Limited, the Haihang (The final name of the joint venture enterprise shall be subject to the confirmation of the Administration Authority of 3.5 The shareholder who hold both A-share and B-share shall cast vote respectively. Aviation Group Company Limited, the HNA Airlines Company Limited, the Yunnan Xiangpeng Airlines Company Limited and Industry and Commerce). The registered capital of the HNA Import & Export accounts for RMB 500 million yuan, which includes 4. People Attending the Meeting RMB 175 million yuan of the HNA Group (35% stock right of the HNA Import & Export), RMB 175 million yuan of the Daqian the HNA Group Company Limited 4.1 The shareholders who registered in the China Securities Depository and Clearing Corporation Limited, Shanghai branch Investment (35% stock right of the HNA Import & Export) and RMB 150 million yuan of the Company (30% stock right of the 4.2 Main content: The HNA Airlines Company Limited and the HNA Logistics Group Company Limited plan to increase after closing on the registration date .shall be qualified to participate the meeting. The shareholders could authorize the proxies in HNA Import & Export). The capital investment shall be paid in cash. capital investment into the Yangtze River Express Airlines Company Limited for RMB 915.2 million yuan (572 million shares) and written form to participate the meeting and vote for them. It’s not necessary for a shareholder to authorize a corporate shareholder Business scope: Import & export and sales of civil aircraft, aviation equipment, machinery electronic equipment, special 2,824.8 million yuan (1,765.5 shares) separately in cash at the price of RMB 1.6 yuan per share. The original shareholders would as the proxy. Following are the details: waive the priority right of increasing capital. vehicles, ship, hardware and electrical equipment, textiles, household products, electronic products, iron ore, feed, auto parts, Share Type Security Code Abbreviation Registration Date Last Trading Date electric power equipment, coal, metal, plastic raw materials and products; import & export and sales of office supplies, office 4.3 Capital increase amount and pricing policy: The Hainan Airlines Company Ltd. and the HNA Logistics Group Company supplies, furniture products, hotel supplies, industrial equipment and supplies, IT software and hardware and digital products, arts Limited plan to increase capital investment into the Yangtze River Express Airlines Company Limited for RMB 915.2 million yuan A-share 600221 海南航空 July 25, 2016 － and crafts, stationery and sports goods and equipment; import & export and sales of life-saving & fire-fighting equipment and and 2,824.8 million yuan separately in cash at the price of RMB 1.6 yuan per share. According to the Assets Evaluation Report B-share 900945 HH B share July 28, 2016 July 25, 2016 supplies, energy supplies, marine supplies, medical devices and medicines; import & export and sales (whole sale & retail) of (Tong Zhi Xin De Ping Bao Zi [2016] No. 136) issued by the Tongzhi Xinde (Beijing) Assets Evaluation Company Limited, as food, alcohol, agricultural and sideline products; grain purchase; warehousing and logistics services (except for dangerous goods); of Dec. 31 of 2015, the net assets of the Yangtze River Express accounts for RMB 2,171,949,700 yuan, the evaluated value for 4.2 Directors, supervisors and senior management development, service, transfer and consultant of computer software & hardware and system; construction and operation of cross- RMB 4,308,406,300 yuan. The value added rate is of 98.37%. The registered capital per unit accounts for RMB1.6 yuan.Through 4.3 Lawyers engaged by the Company border r e-business platform; construction and operation of bidding platform for enterprises friendly negotiation, the HNA Logistics and the Company agreed to invest into the Yangtze River Express at the price of RMB 1.60 4.4 Others 4. Main Content of the Investment Contract yuan per share. The trading price is fair and reasonable. 5. Registration Method 4.1 Capital contribution: The registered capital of the HNA Import & Export accounts for RMB 500 million yuan in cash 5. Motivation and Influences 5.1 The eligible participants are requested to register before 17:00 of August 2 of 2016 at the West Zone on 5th Fl. of the contributed by the HNA Group, the Daqian Investment and the Company. It’s agreed that the registered capital shall be paid in full The capital increase into the Yangtze River Express would help to co-share the air-route network resource in Shanghai and Haihang Mansion. The fax and letter registration shall take effect on the confirmation of the Company. amount within 6 months of the registration date of the joint venture company. even the whole region of East China, explore more development space. 5.2 For individual shareholders, it is necessary to take with them the valid Certificate of Stock Equity, the original and duplicate 4.2 Corporate governance structure: The board of directors of the joint venture company composes of 3 directors. The HNA 6. Opinions of Independent Directors of ID card; Group would appoint 2 directors and the Daqian Investment appoint 1 director. The chairman of the board of directors shall be The capital increase into the Yangtze River Express would help to co-share the air-route network resource in Shanghai and 5.3 For legal-person shareholders, it is necessary to take with them the valid Certificate of Stock Equity, Letter of Authorized appointed by the HNA Group. The board of supervisors of the joint venture company composes of 3 supervisors. The HNA Group even the whole region of East China, and would take positive effect on the future development of the Company. The related Mandate, the duplicate of the Corporate Certificate of Business Operation, the duplicate of ID card of the legal representatives; would appoint 1 supervisor, the Daqian Investment appoint 1 supervisor and the Company appoint 1 supervisor. The chairman of shareholders had abstained from voting while the board of directors deliberated the proposal. The voting procedure is legal and 5.4 For bailees, it is necessary to take with them the valid Certificate of Stock Equity, the duplicates of ID cards of the Bailer & the board of supervisors shall be appointed by the HNA Group. The joint venture enterprise shall set up the position of one general effective. No activity harming the interests of listing enterprise and all shareholders exists. Bailee, Letter of Authorized Mandate. manager who shall be the director appointed by the HNA Group. The general manager shall be legal representative person of the 7. Documents for Reference 6. Contact Method and Others joint venture enterprise. 7.1 Resolutions of the Board of Directors; Address: West Zone on Fl. 5, Haihang Mansion, No. 7 Guoxing Rd., Haikou City 4.3 Financial management system and profit distribution: The joint venture enterprise shall set up the financial and accounting 7.2 Capital Increase Agreement Post Code: 570203 system subject to the rules, regulations of the related authorities and national laws. While distributing after-tax profit of the joint 7.3 Prior Approval of Independent Directors signed Tel: 0898-6673 9961 Fax: 0898-6673 9960 venture enterprise, 10% of its profit shall be withdrawn as the statutory public reserve. While the accumulated amount of the 7.4 Opinions of Independent Directors signed Board of Directors statutory public reserve accounts for more than 50% of the registered capital of the joint venture enterprise, the extract of the 7.5 Auditor’s Report of the Yangtze River Express Hainan Airlines Company Limited statutory public reserve could be stopped. 7.6 Assets Evaluation Report of the Yangtze River Express July 19, 2016 4.4 Dispute resolution: If there’s any dispute among the promoters of the joint venture enterprise during the performance of Board of Directors Attachment 1: Letter of Authorized Mandate the agreement, it shall be settled through the method of negotiation. If the negotiation fails, any party shall have the right to file a Hainan Airlines Company Limited LETTER OF AUTHORIZED MANDATE lawsuit in the local court where locates the joint venture enterprise. The level of jurisdiction shall comply with relevant laws and July 19, 2016 regulations. This letter is to entrust Mr. (Miss) to participate in the 2016 Third extraordinary general meeting of shareholders of 5. Influence the Hainan Airlines Company Limited on August 3 of 2016 and to authorize him/her to vote. The establishment of the HNA Import & Export complies with the national policy of “Belt and Road Initiative”, FTA strategic planning and regional customs clearance integration reform. It would help to reduce the overall operation cost on different aspects Amount of Ordinary Share: share (s) such as the cost on purchasing aircraft, engine and aviation materials. Meanwhile it would improve the general profit-earning level ANNOUNCEMENT OF CONNECTED TRANSACTION (B) Amount of Preferred Share: share (s) of the Company. Certificate Number of Stock Equity (Stock Account No.): 6. Risk Analysis HAINAN AIRLINES COMPANY LIMITED The Company is applying for pre-examination of the enterprise name currently. There’s opportunity of uncertainty since The Hainan Airlines Company Limited and the entire members of its board of directors (“BoD”) hereby guarantee the No. Non-cumulative voting proposals Affirmative Vote Dissenting Vote Abstention Vote the qualification verification of the Customs senior certification enterprise and distributor of the Civil Aviation Maintenance truthfulness, accuracy and completeness of the announcement and would take responsibilities for significant omission, fictitious The Report on Establishing Joint Venture description or serious misleading of it. 1 Association of China shall be acquired after the establishment of the joint venture corporation. Enterprise 7. Opinions of the Independent Director Important Notice: ●● Content of Transaction: The Hainan Airlines Company Ltd. (hereinafter referred to as the Company) plans to increase its The Report on Buying Convertible Bond of the The investment in establishing the HNA Import & Export would make full use of the policy of the regional customs clearance 2 integration reform. It would help to reduce the overall operation cost on different aspects such as the cost on purchasing aircraft, investment in the Haikou Henghe Electronic Technology Company Limited (hereinafter referred to as the Henghe Electronic) for TAP engine and aviation materials. Meanwhile it would improve the general profit-earning level of the Company. It would take positive RMB 48,741,600 yuan at the price of RMB 1.00 yuan/share. The Report on Increasing Capital Investment effect on the future development of the Company. The related shareholders had abstained from voting while the board of directors ●● The HNA Group Company Limited is the major shareholder of the Company and the Henghe Electronic is the controlled deliberated the proposal. The voting procedure is legal and effective. No activity harming the interests of listing enterprise and all subsidiary of the HNA Group Company Limited. Therefore this transaction is a connected transaction. The related directors, Xin 3 into the Yangtze River Express Airlines shareholders exists. Di, Mu Weigang and Xie Haoming, had abstained from voting at the meeting of the board of directors discussing the connected Company Limited 8. Reference transaction. 8.1 Resolutions of the Board of Directors ●● Influence of the Transaction: The capital increase into the Henghe Electronic would be helpful to grasp new opportunity Bailer: Participant: 8.2 Capital Contribution Agreement of investment and profit-growth point. The Company would take the opportunity to make breakthrough in the field of ID No. ID No.: 8.3 Prior Approval of Independent Directors signed aviation auxiliary business, strengthen its competitive advantage and achieve industry scale expansion and realize exogenous Date of Entrustment: 8.4 Opinions of Independent Directors signed polymerization growth of operation achievement. It would take positive effect on the future development of the Company. Remark: Board of Directors 1. General The Bailer shall check (√) in any one of the Affirmative Vote, Dissenting Vote or Abstention Vote option of the above Letter of Hainan Airlines Company Limited The Company plans to increase its investment in the Henghe Electronic for RMB 48,741,600 yuan at the price of RMB 1.00 Authorized Mandate. If the bailer did not give specific instruction in the above Letter of Authorized Mandate, the Bailee shall have July 19, 2016 yuan/share. Upon the completion of the capital increase, the Company would hold 19.50% stock right of the Henghe Electronic. the right to cast the vote on his/her own will.