Temporary announcement
Securities code: 600221, 900945 securities abbreviation: * ST HNA, * ST HNA B No.: pro 2021-097
Hainan Airlines Holding Co.Ltd(600221)
Announcement on the completion of the implementation of the reorganization plan of the company and its ten 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.
● on February 10, 2021, the higher people’s Court of Hainan Province (hereinafter referred to as “Hainan high court” or “court”) ruled to accept the creditor’s judgment on Hainan Airlines Holding Co.Ltd(600221) (hereinafter referred to as “HNA holding” or “company”) and China Xinhua Airlines Group Co., Ltd. (hereinafter referred to as “Xinhua Airlines”), 10 subsidiaries controlled by HNA Shanxi Airlines Co., Ltd. (hereinafter referred to as “Shanxi Airlines”), HNA Aviation Technology Co., Ltd. (hereinafter referred to as “HNA technology”), Fuzhou Airlines Co., Ltd. (hereinafter referred to as “Fuzhou Airlines”), Yunnan Xiangpeng Airlines Co., Ltd. (hereinafter referred to as “Xiangpeng Airlines”), Chang’an Airlines Co., Ltd. (hereinafter referred to as “Chang’an Airlines”) Guangxi Beibu Gulf Airlines Co., Ltd. (hereinafter referred to as “Beibu Gulf Airlines”), Beijing Kehang Investment Co., Ltd. (hereinafter referred to as “Kehang investment”), Urumqi Airlines Co., Ltd. (hereinafter referred to as “Urumqi Airlines”) Hainan Fushun Investment Development Co., Ltd. (hereinafter referred to as “Fushun investment”) (the above-mentioned subsidiaries are hereinafter collectively referred to as “ten subsidiaries”), and designated the liquidation group of HNA Group as the manager of the company and ten subsidiaries (hereinafter referred to as “manager”) to be responsible for all work of reorganization, For details, see the announcement on the court’s ruling to accept the company’s reorganization and the risk warning of delisting of shares (No.: pro 2021-017) and the announcement on the court’s ruling to accept the reorganization of major subsidiaries (No.: pro 2021-019) disclosed by the company on February 10, 2021.
● on December 31, 2021, Hainan high court ruled that the implementation of the reorganization plan of Hainan Airlines Holding Co.Ltd(600221) and its ten subsidiaries (hereinafter referred to as the “reorganization plan”) was completed.
On December 31, 2021, Hainan high court ruled that HNA holdings and its ten subsidiaries had completed the implementation of the reorganization plan. The details are as follows:
Temporary announcement
1、 Overview of restructuring plans of HNA holdings and ten subsidiaries
On February 10, 2021, Hainan high court ruled to accept the creditor’s application for reorganization of HNA holdings and its ten subsidiaries, and appointed the liquidation group of HNA Group as the manager. For details, see the announcement on court ruling to accept the company’s reorganization and delisting risk warning (No.: pro 2021-017) disclosed by the company on February 10, 2021 Announcement on the court’s ruling to accept the reorganization of major subsidiaries (No.: p.2021-019). On March 19, 2021, the manager issued the announcement on the recruitment of strategic investors in the main aviation industry of HNA Group to publicly recruit strategic investors in the main aviation industry of HNA Group. The announcement on the strategic investor recruitment of Liaoning Aviation Group Co., Ltd. was issued on December 202061-000055, 2029 by HNA Group.
On September 27, 2021, the second creditors’ meeting and investors’ group meeting of HNA holdings and its ten subsidiaries’ reorganization were held. The meeting voted and approved the reorganization plan of Hainan Airlines Holding Co.Ltd(600221) and its ten subsidiaries (Draft) and the equity adjustment plan of corresponding investors. For details, please refer to the announcement on the convening of the investor group meeting (No.: p.2021-074) disclosed by the company on September 28, 2021 and the announcement on the convening and voting results of the second creditors’ meeting of the company and its ten subsidiaries (No.: p.2021-079) disclosed on October 23, 2021.
On October 31, 2021, HNA holdings and its ten subsidiaries respectively received the civil ruling served by the court to approve the reorganization plan. For details, see the announcement on the court’s ruling to approve the reorganization plan of the company and its ten subsidiaries (No.: pro 2021-084) disclosed by the company on October 31, 2021.
On December 30, 2021, HNA holdings and its ten subsidiaries submitted a report on the completion of the implementation of the reorganization plan. On the same day, the manager submitted the supervision report on the implementation of the reorganization plan of Hainan Airlines Holding Co.Ltd(600221) and ten subsidiaries to Hainan high court, and submitted it to Hainan high court for ruling to confirm that the implementation of the reorganization plan has been completed.
On December 31, 2021, HNA holdings and its subsidiaries received the civil ruling served by Hainan high court, confirming that the reorganization plan has been implemented.
2、 Main contents of civil ruling
Hainan high court believes that HNA holdings and its ten subsidiaries have completed the reorganization under the supervision of the manager
Temporary announcement
The stock increase and transfer, cash settlement and reservation, debt retention arrangement and other matters specified in the reorganization plan meet the standards for the completion of implementation specified in the reorganization plan. The situation stated by the manager is true, and its application shall be allowed. Accordingly, in accordance with Article 4, paragraph 1 of Article 91 and article 94 of the enterprise bankruptcy law of the people’s Republic of China and item 11 of paragraph 1 of Article 154 of the Civil Procedure Law of the people’s Republic of China, it is ruled and confirmed that HNA holdings and its 10 subsidiaries have completed the implementation of the reorganization plan of Hainan Airlines Holding Co.Ltd(600221) and its 10 subsidiaries. This ruling is final and effective from now on.
3、 Impact of reorganization on the company
I. through the implementation of the reorganization plan, the legitimate rights and interests of all creditors have been effectively protected, the asset liability structure of the company has been improved, the historical burden of the company has been reduced, the sustainable operation and profitability of the company have been enhanced, and the company has returned to a benign development track.
II. According to the company’s preliminary calculation, this reorganization will have a positive impact on the company’s net assets and net profit at the end of 2021. The specific data shall be subject to the company’s audited 2021 annual report.
4、 Risk tips
I. The company’s internal control in 2020 was issued with a negative opinion audit report. According to the relevant provisions of article 13.9.1 of the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the company triggered the corresponding situation of “other risk warnings for the shares of listed companies”; The audited ending net assets of the company in 2020 were negative, and the company’s 2020 financial report was issued with an audit report that could not express an opinion. According to the relevant provisions of 13.3.2 of the stock listing rules, the company triggered the corresponding situation of “delisting risk warning for the shares of listed companies”. The company’s shares have been superimposed with delisting risk warning. For details, see the announcement on the continued delisting risk warning of the company’s shares (No.: p.2021-044) disclosed by the company on April 30, 2021. II. Since the company’s reorganization plan has been implemented, the company will apply to Shanghai stock exchange for cancellation of the delisting risk warning in accordance with regulatory requirements. Before the company eliminates all delisting risk warning applications, the company’s shares will continue to be subject to delisting risk warning.
The company will conscientiously perform the obligation of information disclosure in strict accordance with the stock listing rules and other relevant provisions, and timely disclose the progress of relevant matters. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, Securities Daily, Hong Kong Wen Wei Po 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
Temporary announcement
Pay attention to investment risks.
It is hereby announced
Hainan Airlines Holding Co.Ltd(600221) board of directors December 31, 2001
