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.