Securities code: 000415 securities abbreviation: Bohai Leasing Co.Ltd(000415) Announcement No.: 2022-005 Bohai Leasing Co.Ltd(000415)
Announcement on aircraft sale and leaseback business between the wholly-owned subsidiary of avolon Holdings Limited and Asia aviation Capital Limited
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Transaction overview
1. In order to seize the opportunity of aircraft sale and leaseback market, commit to long-term layout, stabilize the aircraft leasing market share in the Asia Pacific region, and enhance the competitiveness of Bohai Leasing Co.Ltd(000415) (hereinafter referred to as ” Bohai Leasing Co.Ltd(000415) ” or “the company”) in the global aircraft leasing market, Avolon Holdings Limited (hereinafter referred to as “avolon”), the holding subsidiary of the company, signed relevant agreements with asiaaviation Capital Limited (hereinafter referred to as “aacl”), a wholly-owned subsidiary of AirAsia Berhad, through its wholly-owned subsidiary avolon leasing Ireland 3 Limited (hereinafter referred to as “avolon Ireland 3”) on February 16, 2022, With the company, it carried out the sale and leaseback business of 12 a321neo aircraft. Avolon Ireland 3 purchased 12 a321neo aircraft from aacl. The market price of the 12 aircraft is about US $71.8 million (equivalent to about RMB 4521043400 based on the central parity of US dollar to RMB 1:6.3605). On this basis, the actual purchase price shall be determined by both parties through negotiation. At the same time, the 12 aircraft will be leased to aacl after purchase, of which 6 aircraft will be delivered in 2024 and 6 aircraft will be delivered in 2025. The lease term is 12 years. The rent level is reached on the basis of referring to the rent level of the same type of aircraft in the market in the same period. The rent will be calculated and collected after the aircraft is officially delivered and leased.
2. The company held the first interim board meeting of 2022 on February 15, 2022. The meeting deliberated and adopted the proposal on the development of 12 aircraft sale and leaseback business between the wholly-owned subsidiary of avolon Holdings Limited and Asia aviation capital limited by 9 votes in favor, 0 votes against and 0 abstentions.
3. This transaction does not constitute a connected transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, it is not necessary to submit it to the general meeting of shareholders for deliberation. This transaction also does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, does not constitute backdoor, and does not need to be approved by relevant departments.
2、 Basic information of the counterparty
1. Counterparty: asiaaviation Capital Limited;
2. Registered address: unit 11 (a), main office tower, financial Park Labuan, jalanmerdeka, 87000 F.T. Labuan Malaysia;
3. Date of establishment: September 26, 2014;
4. Registered capital: USD 5 million;
5. Enterprise type: limited liability company;
6. Main business: aircraft leasing, etc;
7. Major shareholder: AirAsia Berhad holds 100%.
3、 Basic information of transaction object
1. Subject matter Name: a321neo aircraft;
2. Manufacturer: Airbus;
3. Category: fixed assets;
4. Quantity: 12.
4、 Main contents of the transaction agreement
On February 16, 2022, avolon Ireland 3 and aacl signed the aircraft sale and leaseback agreement, operating leaseback agreement, advance payment agreement and related ancillary agreements in Singapore. The main contents of the agreement are as follows:
1. Purchase price of aircraft: the market price of 12 aircraft is about US $71.8 million (equivalent to about RMB 4521043400 according to the central rate of US dollar to RMB exchange rate of 1:6.3605). The actual purchase price shall be determined by both parties through negotiation on this basis.
2. Advance payment for purchase:
Avolon Ireland 3 will provide aacl with a total purchase advance payment of US $75 million and charge quarterly interest to aacl, which will be repaid in installments according to the contract. At the time of aircraft delivery, the outstanding advance payment and interest will be directly used to deduct the aircraft purchase price. AirAsia group Berhad, a Malaysian aircraft carrier, and its subsidiaries provided guarantees for the above advance payment.
3. Lease method: operating lease;
4. Lease term: 12 years;
5. Ownership of leased equipment: avolon leasing Ireland 3 limited;
6. Preconditions for transaction: AirAsia Berhad obtains relevant loan financing according to the contract.
5、 Purpose of this transaction and its impact on Listed Companies
Since 2021, avolon has actively seized the opportunity of aircraft sale and leaseback market and is committed to long-term layout. This transaction with aacl will help avolon stabilize the aircraft leasing market share in the Asia Pacific region and alleviate the short-term cash flow pressure of the airline company, so as to maintain the long-term interests of the company and have a positive impact on the future operating results of the company.
6、 Documents for future reference
1. Bohai Leasing Co.Ltd(000415) resolution of the first interim Board of directors in 2022;
2. Aircraft sales and leaseback agreement, operating lease agreement, advance payment agreement and related ancillary agreements.
Bohai Leasing Co.Ltd(000415) board of directors February 16, 2022
