Securities code: 000415 securities abbreviation: Bohai Leasing Co.Ltd(000415) Announcement No.: 2021-098 Bohai Leasing Co.Ltd(000415)
Announcement on the progress of the restructuring of aircraft operating leasing business between avolon Holdings Limited, a holding subsidiary, and Beijing Capital Airlines Co., Ltd
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. The third interim Board of directors of Bohai Leasing Co.Ltd(000415) (hereinafter referred to as “the company” or ” Bohai Leasing Co.Ltd(000415) “) deliberated and adopted the agreement on signing the agreement between avolon Holdings Limited, the holding subsidiary of the company, and related airlines in 2021
And related party transactions. According to the above authorization, avolon Holdings Limited (hereinafter referred to as “avolon”) and its wholly-owned SPV and Beijing Capital Airlines Co., Ltd. (hereinafter referred to as “Capital Airlines”) recently signed the debt and lease restructuring agreement and the deal of lease Amendment Agreement, The restructuring plan has been reached for the operating lease business of 9 aircraft with Capital Airlines. The specific progress is announced as follows:
1、 Overview of progress of related party transactions
As of February 10, 2021, avolon, the holding subsidiary of the company, and capital airlines have carried out a total of 9 aircraft leasing business, including 2 A330 series wide body aircraft (one of which is only delivered by agreement and is in the parking state) and 7 A320 series narrow body aircraft.
On February 10, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan high court”) ruled to accept the creditor’s application for reorganization of HNA Group Co., Ltd. (hereinafter referred to as “HNA Group”). On March 13, 2021, Hainan Provincial High Court ruled to carry out substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd., and appointed the liquidation group of HNA Group as the manager on the same day. Including the company’s aircraft leasing Customer Capital Airlines. On October 31, 2021, Hainan Provincial High Court ruled and approved the reorganization plan of substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd.
According to the relevant arrangements for the reorganization of Capital Airlines, in combination with the current market situation of the aircraft leasing industry and the company’s business development plan, avolon and capital airlines have reached a reorganization plan for the operation leasing business of the above 9 aircraft leased by avolon in order to maintain the aircraft leasing business with capital Airlines and reduce the company’s losses.
According to the work arrangement of the main aviation sector of HNA Group, since December 8, 2021, the actual control right of Capital Airlines’ operation and management has been officially transferred to the strategic investor Liaoning China Fangda Group Co.Ltd(000055) Industry Co., Ltd. According to the relevant provisions of article 10.1.6 of the stock listing rules of Shenzhen Stock Exchange, Capital Airlines has been controlled by HNA Group Co., Ltd., the controlling shareholder of HNA Capital Group Co., Ltd. in the past 12 months, which is regarded as a related party of the company. This transaction constitutes a related party transaction.
2、 Introduction to the counterparty
1. Company Name: Beijing Capital Airlines Co., Ltd;
2. Registered address: No. 5-1, Jixiang Industrial Zone, Houshayu Town, Shunyi District, Beijing;
3. Legal representative: Wang Xiaodong;
4. Registered capital: RMB 2315 million;
5. Enterprise type: other limited liability companies;
6. Business scope: China (including Hong Kong, Macao and Taiwan) and international air passenger and cargo transportation business; Business aircraft rental flight, medical rescue flight (excluding diagnosis and treatment activities), aircraft custody and helicopter pilotage; Part time insurance agent; Selling food; Sales of Arts and crafts, mechanical equipment, cosmetics, daily necessities and electronic products; Import and export of goods; Mechanical equipment leasing; Technical services; Designing, producing, acting and publishing advertisements; Provide training services using aircraft simulators. (market entities shall independently select business items and carry out business activities according to law; food sales and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
3、 Basic information of the subject matter of the transaction
Avolon, the holding subsidiary of the company, and capital airlines have carried out a total of 9 aircraft leasing business, including 2 A330 series wide body aircraft and 7 A320 series narrow body aircraft.
4、 Pricing policy and basis of transaction
The conclusion of this transaction is determined by avolon through equal consultation with the counterparty according to the current market situation of aircraft leasing industry and the company’s business development plan.
5、 Main contents of transaction agreement
Recently, avolon and Capital Airlines signed the debt and lease restructuring framework agreement in Haikou; Avolon’s wholly-owned SPV, as the lessor, signed the dead of lease Amendment Agreement with Capital Airlines in Haikou and reached a restructuring plan for the leasing business of the above nine aircraft. The details of the agreement are as follows:
1. Repayment plan for overdue rent as of February 10, 2021
(1) exempt all overdue rents of one A330 aircraft delivered only by agreement as of February 10, 2021 and some overdue rents of the other eight aircraft as of February 10, 2021, with an exemption amount of about 1616.96
USD 10000 (calculated by 1:6.4391 middle rate of USD to RMB on February 10, 2021, equivalent to RMB 104.1176 million).
(2) for the overdue rent not exempted and other stock debts as of February 10, 2021, the amount is about US $24294800 (calculated at the middle rate of US $to RMB 1:6.4391 on February 10, 2021, equivalent to RMB 156436800), which shall be repaid as agreed within three years after the court approves the bankruptcy and reorganization of the lessee.
2. Adjustment of aircraft lease
(1) rent amount: for the delivered aircraft, from February 11, 2021 to the expiration date of the lease term of the original lease contract, the rent is adjusted to be reduced by 10% – 12.5% (adjusted rent) on the basis of the original agreed rent. As for the aircraft that has not been delivered on February 10, 2021, the rent will be reduced by 18% from February 11, 2021 to the expiration date of the lease term of the original lease contract.
(2) renewal agreement: for wide body aircraft, the lessor or lessee has the right to choose to renew the lease for 5 years based on the agreed planned expiration date according to the market rent (for only one A330 aircraft delivered by agreement, the agreed planned expiration date is 156 months from February 10, 2021); For narrow body aircraft, the lease will be renewed for 5 years based on the planned maturity adjusted according to the delivery according to the agreed rent.
6、 Purpose of this transaction and its impact on the company
According to the relevant arrangements for the reorganization of Capital Airlines, combined with the current market situation of the aircraft leasing industry and the company’s business development plan, avolon and Capital Airlines reached the above reorganization plan, which will help to strengthen the maintenance of the company’s aircraft leasing business, reduce the company’s losses and contribute to the long-term and healthy development of the company.
7、 Accumulated various related party transactions with Capital Airlines
The third interim Board of directors of the company in 2021 deliberated and adopted the agreement on signing the agreement between avolon Holdings Limited, the holding subsidiary of the company, and related airlines
And related party transactions, the exemption amount of avolon’s outstanding stock debt related to the lease of the above nine aircraft as of February 10, 2021 has been deliberated by the board of directors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
The 2019 annual general meeting and 2020 annual general meeting of the company respectively deliberated and approved the proposal on the prediction of the company’s related party transactions in 2020 and the proposal on the prediction of the company’s daily related party transactions in 2021, authorizing the company and Capital Airlines to have the estimated amount of related party transactions in 2020 not exceeding RMB 541 million, The estimated period of connected transaction limit is from May 21, 2020 to May 20, 2021; The estimated amount of connected transactions between the authorized company and Capital Airlines in 2021 is no more than 455.4 million yuan. The estimated period of connected transaction limit is from May 20, 2021 to the date of the company’s 2021 annual general meeting. specific
For details, please refer to securities times, Shanghai Securities News and cninfo.com on April 30, 2020 and April 30, 2021（ http://www.cn.info.com..cn. ）Announcement No. 2020-027 and 2021-025 published on.
From the beginning of the year to December 29, 2021, the company and Capital Airlines had accumulated related party transactions of RMB 151.4682 million (calculated at the exchange rate of USD to RMB 1:6.3735).
After the reorganization of the aircraft leasing business, it is expected that the rental amount with Capital Airlines will not exceed RMB 314323600 (calculated at the exchange rate of USD to RMB 1:6.3735) from February 11, 2021 to before the annual general meeting of shareholders in 2021, According to the occurrence time of related party transactions, they are included in the estimated amount of related party transactions between the company and Capital Airlines of no more than RMB 541 million in 2020 and no more than RMB 455.4 million in 2021. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this matter does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset reorganization or backdoor as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
It is hereby announced.
Bohai Leasing Co.Ltd(000415) board of directors December 30, 2021
