Temporary announcement
Securities code: Hainan Airlines Holding Co.Ltd(600221) , 900945 securities abbreviation: ST HNA, ST HNA B No.: pro 2022026
Hainan Airlines Holding Co.Ltd(600221)
Announcement on litigation involving subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● litigation stage of the case: first instance stage
● party status of the listed company: Hainan Airlines Holding Co.Ltd(600221) (hereinafter referred to as “HNA holding” or “the company”) Shenzhen Xinghang financial investment equity investment fund partnership (limited partnership) (hereinafter referred to as “Xinghang financial investment”) is the defendant.
● amount involved: 228454205666 yuan
● whether it will have a negative impact on the profits and losses of listed companies: as of the disclosure date of this announcement, the above cases have not produced a legally effective judgment or ruling, so the company cannot judge its impact on the company’s current profits or future profits, and the final actual impact shall be subject to the effective judgment or execution result of the court. Based on the principle of prudence, the company has accrued estimated liabilities in accordance with the relevant provisions of accounting standards in the early stage, which is not expected to have a significant impact on the annual performance forecast in 2021. If the court decides that Xinghang financial investment shall bear the relevant guarantee liability, the company will start the recovery procedure in time and require the guaranteed party to bear the corresponding losses.
Recently, Xinghang financial investment, a subsidiary of the company, received the notice of response from the court and now announces the specific matters involved in the lawsuit as follows:
1、 Basic information of major litigation involving Xinghang financial investment, a subsidiary of the company
Case 1: dispute over pledge contract between Guangzhou Branch of Bohai Bank Co., Ltd. and Xinghang financial investment
In 2016, HNA Aviation Group Co., Ltd. (hereinafter referred to as “aviation group”) and Guangzhou Branch of Bohai Bank Co., Ltd. (hereinafter referred to as “Guangzhou Branch of Bohai bank”) signed the contract of Bohai Bank Co., Ltd
Temporary announcement
The loan amount is 1.14 billion yuan. Xinghang financial investment provides pledge guarantee for aviation group with its 263591433 shares of Bohai Leasing Co.Ltd(000415) (hereinafter referred to as ” Bohai Leasing Co.Ltd(000415) “), which has fulfilled the obligation of information disclosure within the scope authorized by the general meeting of shareholders of the company.
As the aviation group was unable to pay off the remaining debt of 1.005 billion yuan when the debt was due, Guangzhou Branch of Bohai bank filed a lawsuit to the first intermediate people’s Court of Hainan Province. The lawsuit request is: 1 Auction and sell off 263591433 Bohai Leasing Co.Ltd(000415) equity held by Xinghang financial investment, and judge that Guangzhou Branch of Bohai bank has the priority to be repaid within the main creditor’s right of RMB 115520183541 for the proceeds; 2. Xinghang financial investment guarantee fee, acceptance fee and other expenses for realizing creditor’s rights.
II. Case II: dispute between CCB Capital Management Co., Ltd. and Xinghang financial investment pledge contract
In 2016, Tianjin Airlines Co., Ltd. (hereinafter referred to as “Tianjin Airlines”) and CCB Capital Management Co., Ltd. (hereinafter referred to as “CCB capital”) signed the partnership share acquisition agreement, which agreed that Tianjin airlines would acquire the share of Shenzhen CCB Tianhang equity investment partnership held by CCB capital at a basic purchase price of 600 million yuan. Xinghang financial investment signed the equity pledge contract with CCB capital, which agreed that Xinghang financial investment would provide pledge guarantee for Tianjin airlines with its 131795717 Bohai Leasing Co.Ltd(000415) equity. The pledge guarantee has fulfilled the obligation of information disclosure within the scope authorized by the general meeting of shareholders of the company.
Due to the failure of Tianjin airlines to fulfill its acquisition obligations, CCB capital filed a lawsuit with Shanghai Second Intermediate People’s court. The lawsuit request is: 1 Request the court to order CCB capital to transfer Bohai Leasing Co.Ltd(000415) 131795717 shares held by Xinghang financial investment based on the equity pledge contract within the partnership share transfer price payable by Tianjin airlines (i.e. the partnership share transfer price payable by Tianjin Airlines is 60644995250 yuan, including the basic purchase price of 54 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan, the purchase premium of 48685000 yuan and the liquidated damages of 117649525 yuan); 2. Request the court to order CCB capital to auction and sell off Bohai Leasing Co.Ltd(000415) 131795717 shares held by Xinghang financial investment according to law, and auction and sell the above shares The price after the sale shall be paid preferentially within the scope of pledge guarantee (i.e. the partnership share transfer price payable by Tianjin Airlines is 60644995250 yuan, including the basic purchase price of 54 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan, the purchase premium of 48685000 yuan and the liquidated damages of 117649525 yuan); 3. Request the court to order Xinghang financial investment to bear all litigation costs of the case (including but not limited to case acceptance fee, preservation fee, announcement fee, etc., subject to the actual collection).
Temporary announcement
Case 3: China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch and Xinghang financial investment pledge contract dispute
In 2017, aviation group signed a working capital loan contract with China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch (hereinafter referred to as China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch), with a loan amount of 600 million yuan. Xinghang financial investment signed a pledge contract with China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch, which agreed that Xinghang financial investment would provide pledge guarantee for aviation group with its 131795716 Bohai Leasing Co.Ltd(000415) shares. The pledge guarantee has fulfilled the obligation of information disclosure within the scope authorized by the general meeting of shareholders of the company.
As the aviation group was unable to pay off the remaining debt of 450 million yuan when the debt was due, China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch filed a lawsuit to the first intermediate people’s Court of Hainan Province. The lawsuit request is: 1 Request to order Xinghang financial investment to undertake the pledge guarantee liability within the scope of loan principal of RMB 450000000 and interest of RMB 7169026875, China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch has the right to exercise the pledge right, and the proceeds from auction and sale of 131795716 shares of Bohai Leasing Co.Ltd(000415) pledged by Xinghang financial investment shall be paid preferentially within the scope of creditor’s rights of the above loan principal and interest; 2. China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch’s lawyer’s fee of RMB 1200000 for this case shall be borne by Xinghang financial investment.
3. The litigation costs and preservation costs of this case shall be borne by Xinghang financial investment.
2、 The impact of the lawsuit announced this time on the company’s current profit or post period profit.
As of the disclosure date of this announcement, the above cases have not produced a legally effective judgment or ruling, so the company is unable to judge its impact on the company’s current profits or future profits. The final actual impact shall be subject to the effective judgment or execution result of the court. Based on the principle of prudence, the company has accrued estimated liabilities in accordance with the relevant provisions of accounting standards in the early stage, which is not expected to have a significant impact on the annual performance forecast in 2021. If the court decides that Xinghang financial investment shall bear the relevant guarantee liability, the company will start the recovery procedure in time and require the guaranteed party to bear the corresponding losses.
The company will continue to pay attention to the progress of the case and timely perform the obligation of information disclosure in accordance with relevant laws and regulations. 3、 Other risk warnings
A negative opinion audit report was issued on the company’s internal control in 2020. According to the relevant provisions of the stock listing rules, the company triggered the corresponding situation of “other risk warnings for the shares of listed companies”. This matter does not involve the termination of the listing of Shares specified in the stock listing rules (revised in January 2022). For details, please refer to the announcement on the delisting risk warning of the company’s shares continued to be implemented (No.: pro 2021044) disclosed by the company on April 30, 2021.
Temporary announcement
2. The China Securities Regulatory Commission decided to file a case against the company on December 7, 2021 due to suspected illegal information disclosure. For details, please refer to the announcement on receiving the filing notice from the China Securities Regulatory Commission (No.: pro 2021094) disclosed by the company on December 18, 2021. At present, the company’s operation is normal. The company will actively cooperate with the relevant work of China Securities Regulatory Commission, continue to pay attention to the progress of the above matters, and perform the obligation of information disclosure in strict accordance with the regulatory requirements.
The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, Securities Daily, Hong Kong business daily and the website of Shanghai Stock Exchange (www.sse. Com. CN), All information of the company shall be subject to the information disclosed in the above designated media. Please pay attention to the company’s announcement and pay attention to investment risks. It is hereby announced
Hainan Airlines Holding Co.Ltd(600221) board of directors March 5, 2002
