Securities code: 000415 securities abbreviation: Bohai Leasing Co.Ltd(000415) Announcement No.: 2021-099 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 Fuzhou 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 Fuzhou Airlines Co., Ltd. (hereinafter referred to as “Fuzhou Airlines”) recently signed the debt and lease restructuring agreement and the deal of lease Amendment Agreement, A restructuring plan has been reached on the operating lease business of one aircraft existing with Fuzhou airlines. Now the specific progress is announced as follows: I. overview of the progress of related party transactions
As of February 10, 2021, avolon, the holding subsidiary of the company, and Fuzhou airlines had carried out the leasing business of one B737 series narrow body aircraft.
On February 10, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan Higher Court”) ruled to accept the creditor’s application for reorganization of Hainan Airlines Holding Co.Ltd(600221) (hereinafter referred to as “HNA Holdings”) and its 10 subsidiaries, and appointed the liquidation group of HNA Group as the manager on the same day. Including Fuzhou airlines, the company’s aircraft leasing customer. On October 31, 2021, Hainan Provincial High Court ruled and approved the reorganization plan of Hainan Airlines Holding Co.Ltd(600221) and its ten subsidiaries.
According to the relevant arrangements for the restructuring of Fuzhou airlines, in combination with the current market situation of the aircraft leasing industry and the company’s business development plan, avolon and Fuzhou airlines have reached a restructuring plan for the above aircraft leasing business leased by avolon in order to strive to maintain the aircraft leasing business with Fuzhou airlines and reduce the company’s losses.
According to the work arrangement of the main aviation sector of HNA Group, the actual control right of operation and management of Fuzhou Airlines has been officially transferred to the strategic investor Liaoning China Fangda Group Co.Ltd(000055) Industry Co., Ltd. since December 8, 2021. According to the relevant provisions of article 10.1.6 of the stock listing rules of Shenzhen Stock Exchange, Fuzhou Airlines has been significantly influenced 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, and this transaction constitutes a related party transaction.
2、 Introduction to the counterparty
1. Company Name: Fuzhou Airlines Co., Ltd
2. Registered address: 10th floor, Haixin building, No. 110, Wuyi North Road, Gulou District, Fuzhou City, Fujian Province;
3. Legal representative: Zhao Shijun;
4. Registered capital: 2 million yuan;
5. Enterprise type: other limited liability companies;
6. Business scope: international and China (including Hong Kong, Macao and Taiwan) air passenger, cargo and mail transportation business; Service business related to air transportation; Aircraft maintenance; Terminal services and operations; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; Sales: electronic products, handicrafts, cosmetics; Design, produce and publish advertisements; Passenger ticket agent; International freight forwarders; China freight forwarder; Tourism management services; Tourism information consultation; Domestic tourism and inbound tourism; Outbound tourism (excluding tourism to Taiwan); Other travel agency related services; Car Rental; Hotel Management (excluding catering and accommodation operation); Ticket Service; Food and beverage retail (only at border ports). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3、 Basic information of the subject matter of the transaction
Avolon, the holding subsidiary of the company, and Fuzhou Airlines carried out the leasing business of one B737 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 Fuzhou 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 Fuzhou airlines in Haikou and reached a restructuring plan for the above-mentioned aircraft leasing business. The details of the agreement are as follows: 1 Repayment plan for overdue rent as of February 10, 2021
(1) part of the overdue rent up to February 10, 2021 will be exempted, and the exempted amount is about US $748800 (calculated at the middle rate of US $to RMB 1:6.4391 on February 10, 2021, equivalent to RMB 4.8214 million).
(2) for the overdue rent not exempted and other stock debts as of February 10, 2021, the amount is about US $1390600 (calculated at the middle rate of US $to RMB 1:6.4391 on February 10, 2021, equivalent to RMB 8954100), 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: 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% on the basis of the original agreed rent (adjusted rent).
(2) renewal agreement: the lease will be renewed for 5 years based on the current planned expiration date according to the agreed rent.
6、 Purpose of this transaction and its impact on the company
According to the relevant arrangements for the restructuring of Fuzhou airlines, in combination with the current market situation of the aircraft leasing industry and the company’s business development plan, avolon and Fuzhou Airlines reached the above restructuring 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 Fuzhou 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 above aircraft lease 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 Fuzhou airlines to have the estimated amount of related party transactions in 2020 not exceeding 39.6 million yuan, 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 Fuzhou airlines in 2021 is no more than 30.2 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. For details, please refer to the company’s 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 Fuzhou airlines have accumulated a related party transaction amount of RMB 21.8317 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 Fuzhou airlines will not exceed RMB 30327400 (calculated at the exchange rate of USD to RMB 1:6.3735) from February 11, 2021 to 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 Fuzhou airlines of no more than RMB 39.6 million in 2020 and no more than RMB 30.2 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
