Hainan Airlines Holding Co.Ltd(600221) independent director
Independent opinions on the elimination of the impact of the matters involved in the special self inspection report on the governance of listed companies
In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of association, we, as independent directors of Hainan Airlines Holding Co.Ltd(600221) (hereinafter referred to as the “company”), based on independent and objective judgment, We hereby express the following independent opinions on the elimination of non operating fund occupation, undisclosed guarantee, assets to be concerned and other violations involving shareholders and related parties in the company’s announcement on the special self inspection report on the governance of listed companies (No.: pro 2021-010) (hereinafter referred to as the “self inspection report”): I. specific rectification methods of matters involved in the self inspection report
Transfer part of the assets to be concerned to the name of the company or subsidiaries
In February 9, 2021, Tianjin Airlines Ltd held the 3.75% equity interest of Hainan Airport Group Co., Ltd. and transferred it to the company’s name. In October 31, 2021, it decided that the share interest was not adjusted in the reorganization plan of Hainan Airport Group Co. Ltd., and the scale of assets needed to be paid attention to was 380 million yuan.
On November 24, 2021, Tianjin Airlines Co., Ltd. transferred 70% of the equity of Guangxi Beibu Gulf Airlines Co., Ltd. to the company’s name, solving the asset scale of 2.82 billion yuan that needs attention;
On November 24, 2021, HNA Aviation Group Co., Ltd. transferred 11.91% of the equity of Chang’an Airlines Co., Ltd. to the company’s name, solving the asset scale that needs attention of RMB 969 million;
On November 25, 2021, Beijing Hongrui Shengda Trading Co., Ltd. and HNA Aviation Group Co., Ltd. transferred 49.39% of the equity of Shanxi Airlines Co., Ltd. to the company’s name, solving the asset scale that needs attention of RMB 1.229 billion;
On December 28, 2021, Dahua Airlines Co., Ltd., Tianhang Holding Co., Ltd. and Tianjin Airlines Co., Ltd. transferred 99% of the shares of Shenzhen Xinghang financial investment equity investment fund partnership (limited partnership) to the company and HNA Aviation Technology Co., Ltd., and solved the asset scale of 1.845 billion yuan.
II. Related parties shall pay off part of the company’s debts
In January 2021, HNA Group issued a letter of commitment to the company, which unconditionally and irrevocably promised to pay off the company’s liabilities in the same amount as the losses caused to the company by the occupation of non operating funds, undisclosed guarantees and assets to be concerned by shareholders and related parties.
On October 31, 2021, Hainan high court ruled to approve the reorganization plan. For details, see the announcement on court ruling to approve the reorganization plan of the company and ten subsidiaries (No.: p.2021-084) disclosed by the company on October 31, 2021. The arrangement related to debt transfer has been stipulated in the reorganization plan. Therefore, the arrangement related to debt transfer takes effect with the reorganization plan.
On December 31, 2021, HNA Group and other related parties issued the reply on fulfilling the rectification commitment on compliance issues of HNA holdings to the company, confirming that the company will bear the liabilities to be paid off by HNA Group and other related parties arising from the implementation of the reorganization plan in accordance with the law, so as to solve the losses caused to the company by the matters involved in the self-examination report.
On December 31, 2021, Hainan high court ruled that the company’s reorganization plan had been implemented. For details, see the announcement on the completion of the implementation of the reorganization plan of the company and its ten subsidiaries (No.: pro 2021-097) disclosed by the company on December 31, 2021. Since then, the responsibility of paying off debts by related parties according to the reorganization plan has been transferred to HNA Group and other related parties as a whole.
In addition, according to the written documents and Selection Intention issued by creditors, about RMB 3.473 billion of the debts guaranteed by related parties for the company has been determined to be repaid in the reorganization procedures of related parties, that is, all the debts have been transferred to HNA Group and other related parties for repayment.
III. offset part of operating payables of related parties
According to the review and confirmation of the manager of HNA Group Co., Ltd., 321 substantive merger and reorganization companies such as HNA Group Co., Ltd. enjoy about 50 million yuan of ordinary creditor’s rights to the company. The company has claimed offset from related parties, and the corresponding offset amount can be used together with the related parties to pay off the company’s debts to solve the losses caused to the company by the matters involved in the self inspection report.
2、 Rectification of matters involved in the self inspection report
I. rectification of occupation of non operating funds by related parties
The occupation of 38.022 billion yuan of non operating funds of related parties involved in the self inspection report shall be solved by paying off debts of related parties and offsetting operating payables of related parties.
II. Undisclosed guarantee rectification
Of the 24.763 billion yuan of undisclosed guarantees involved in the self inspection report, about 14.798 billion yuan has been ruled by the court, and only 5.678 billion yuan has been ruled to confirm that the company needs to actually bear responsibility; About RMB 9.965 billion has not been confirmed by the court, and the corresponding claim declaration amount is RMB 16.464 billion (including repeated declaration), In accordance with the provisions of the civil code of the people’s Republic of China, the interpretation of the Supreme People’s Court on the application of the relevant guarantee system of the civil code of the people’s Republic of China and the interpretation of the Supreme People’s Court on Several Issues concerning the application of the guarantee law of the people’s Republic of China, and in combination with the previous identification and relevant specific materials of undisclosed guarantee matters, The company reserves stock resources for debt repayment according to one-half of the amount declared by creditors, corresponding to 918 million shares. The amount of relevant creditor’s rights will be paid off with the reserved debt repayment resources in accordance with the repayment provisions of similar creditor’s rights in the reorganization plan after being determined and confirmed according to law, of which the stock debt repayment price is determined as 3.18 yuan / share, The amount of debt commitment will not change due to the change of stock price.
The losses caused to the company by the undisclosed guarantee shall be solved by means of debt repayment by related parties. III. rectification of assets to be concerned
Of the 23.567 billion yuan of assets to be concerned involved in the self inspection report, about 7.244 billion yuan of assets have been transferred by the company; About 16.323 billion yuan of unsettled assets requiring attention shall be settled by means of debt repayment by related parties.
With regard to the completion of the rectification of the matters involved in the self-examination report, PwC Zhongtian Certified Public Accountants (special general partnership) issued the special report on the occupation of non operating funds and the settlement of assets to be noted by shareholders and related parties in the special self-examination report on Governance of listed companies (No.: P.C. 2021-010) (PWC Zhongtian special audit Zi (2022) No. 0014), Guohao law firm (Shanghai) issued the legal opinion on matters related to Hainan Airlines Holding Co.Ltd(600221) undisclosed guarantee.
Therefore, we believe that the impact of non operating capital occupation, undisclosed guarantee and assets to be concerned by shareholders and related parties in the company’s self inspection report has been eliminated, and the interests of the company and the majority of shareholders have been effectively safeguarded. As an independent director of the company, we believe that the matters to eliminate the impact comply with the provisions of relevant laws, regulations and normative documents.
Hainan Airlines Holding Co.Ltd(600221) independent directors: Xu Jingchang, Zhang Ying, Lin Zeming January 19, 2002
