Hainan Airlines Holding(600221)2024-04-26 14:25Company Information and Governance - The company's registered address was changed to "No. 9 Meilan Airport Road, Meilan District, Haikou City, Hainan Province, Hainan Airlines Haikou Meilan Base, 21st Floor, Comprehensive Office Building" on February 2, 2024[10] - The company's stock is listed on the Shanghai Stock Exchange with A-shares under the ticker "Hainan Airlines Holding" (600221) and B-shares under "HaiKong B Share" (900945)[11][12] - The company's annual report is disclosed in media such as "China Securities Journal" and "Securities Daily," and is also available on the Shanghai Stock Exchange website[10] - The company's financial report is audited by PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership), with signed auditors Duan Yongqiang and Liu Yuyu[13] - The company's legal representative is Ding Yongzheng, and the contact persons are Li Jianbo and Zhang Jingpeng[8][9] - The company's subsidiaries include Hainan Airlines (Hong Kong) Co., Ltd., Hainan Airlines (2016) Co., Ltd., and Hainan Fushun Investment Development Co., Ltd., among others[8] - The company's annual report is prepared and disclosed in accordance with the regulations of the China Securities Regulatory Commission (CSRC)[8] - The company's financial statements are signed and sealed by the legal representative, the person in charge of accounting, and the head of the accounting department[6] - The company's annual report is available for inspection at the Securities Department of Hainan Airlines Holding Co., Ltd.[10] - The company maintains a robust corporate governance structure, ensuring compliance with legal and regulatory requirements[69] - The company has established specialized committees under the board of directors to oversee strategic, audit, risk, compensation, and nomination matters[69] - The company ensures independent operations in personnel, assets, finance, organization, and business, with commitments from major shareholders to maintain this independence[71] - The company adheres to strict information disclosure practices to ensure transparency and protect investor interests[70] - The company's controlling shareholder, Fangda Aviation, has committed to integrating non-listed aviation assets (e.g., Tianjin Airlines, West Air, Beijing Capital Airlines, and Jinpeng Airlines) into the listed company within three years after they meet regulatory requirements[73] - Fangda Aviation transferred 47.91% of its stake in Tianjin Airlines to Haikou Zhenping Investment Co., Ltd. on December 31, 2022, as part of its commitment to resolve competition issues[73] - The company resolved competition issues by purchasing the future income trust beneficiary rights of Grand China Air's operating routes, and Fangda Aviation will maintain this arrangement[73] - The company held seven temporary shareholders' meetings in 2023, addressing issues such as aircraft lease terminations, financing plan adjustments, and changes to the company's registered address[74][76] - Shareholder Hainan Fangda Aviation Development Co., Ltd., holding 9.72% of shares, proposed temporary motions for the 2023 second and 2022 annual shareholders' meetings, including providing guarantees for subsidiaries and leasing aircraft to Hong Kong Airlines[77] - The company's Chairman, Ding Yongzheng, received no compensation from the company in 2023, while President Zhu Tao received a pre-tax compensation of 1.5266 million yuan[79] - The company's Vice President, Ding Guoqing, received a pre-tax compensation of 496,800 yuan in 2023[79] - The company's CFO, Chen Yao, received a pre-tax compensation of 286,500 yuan in 2023[79] - The company's independent directors each received a pre-tax compensation of 150,000 yuan in 2023[79] - The company's Supervisory Board Chair, Yang Xinying, increased her shareholding by 100,000 shares in 2023 as part of a commitment to increase holdings[79] - Total shares held by executives and supervisors amount to 217,468 shares, with a total value of 1,091.48 million[80] - Li Jianbo, the Board Secretary, holds 4,000 shares with a value of 179.71 million[80] - Chen Hao, a former Vice President, holds the largest number of shares among executives at 68,586 shares, valued at 68.29 million[80] - Liu Yongde, the Safety Director, holds shares valued at 57.23 million[80] - Liu Changqing, a former Vice President, holds shares valued at 75.19 million[80] - Zhang Guoping, a former Vice President, holds shares valued at 66.14 million[80] - Gong Ruixiang, a former Vice President, holds 2,211 shares valued at 27.5 million[80] - Yang Zhixin, a former Supervisor, holds shares valued at 13.93 million[80] - Liu Jun, the Vice President, holds shares valued at 29.94 million[80] - Wang Tong, a Supervisor, holds 3,476 shares but no longer holds any shares after his tenure[80] - Current and former directors, supervisors, and senior management personnel's positions in shareholder units are detailed, including roles such as Chairman, Director, and Vice President at HNA Aviation Group and Liaoning Fangda Group[85] - Key personnel changes include Ding Yongzheng as Chairman of HNA Aviation Group starting January 2024 and Wu Feng as Vice President of Liaoning Fangda Group until July 2023[85] - Liu Jun serves as a Supervisor at HNA Aviation Group since April 2022[85] - Liu Weibin holds the position of Director of Aircraft Introduction Office at HNA Aviation Group from April 2023 to January 2024[85] - Ou Zhewei is the Director of Asset Preservation Department at China Development Bank Hainan Branch starting January 2024[85] - Lin Fan is the Director of Risk Management Department at China Exim Bank Hainan Branch starting January 2024[85] - Yang Xinying is the General Manager of Legal Affairs Department at HNA Aviation Group since December 2021[85] - Chen Yao served as the General Manager of Finance Department at HNA Aviation Group from March 2022 to June 2023[85] - Qiu Yapeng is the Vice President of Liaoning Fangda Group since October 2018[85] - Liu Changqing previously held the position of Vice President at Hainan Airlines, with a history of roles in operations control and management[84] - The company received a notice of filing from the China Securities Regulatory Commission (CSRC) on December 17, 2021, regarding suspected violations of information disclosure regulations[90] - The company received another notice of filing from the CSRC on April 28, 2023, for suspected bond market information disclosure violations from 2018 to 2020[90] - The company's 10th Board of Directors held 16 meetings in 2023, passing various resolutions including the approval of the 2022 annual report and the 2023 quarterly reports[91] - The company approved the early termination of lease agreements for 2 A350 aircraft during the 10th Board of Directors' 10th meeting[91] - The company approved the establishment of a joint venture during the 10th Board of Directors' 12th meeting[91] - The company approved the change of its registered address and amendments to the articles of association during the 10th Board of Directors' 16th meeting[91] - The company appointed Ding Guoqing as Vice President during the 10th Board of Directors' 5th meeting[91] - The company elected Ou Zhewei as a Director during the 10th Board of Directors' 6th meeting[91] - The company appointed Liu Jun as Vice President during the 10th Board of Directors' 11th meeting[91] - The company elected Ding Guoqing as a Director during the 10th Board of Directors' 13th meeting[91] - The company held 13 board meetings in 2023, all conducted via telecommunication[94] - The company's strategic compensation plan is based on the "3P1M" (Position, Person, Performance, Market) concept, emphasizing competitive and attractive salaries[103] - The company's training system focuses on enhancing job capabilities and employee career development to support sustainable growth[104] - The company's profit distribution policy prioritizes reasonable returns to investors and maintains continuity and stability[105] - The Audit Committee includes members Dai Xinmin (convener), Zhang Xiaohui, and Ding Yongzheng[96] - The Nomination Committee includes members Zhang Xiaohui (convener), Dai Xinmin, and Ding Yongzheng[96] - The Compensation and Evaluation Committee includes members Zhu Ciyun (convener), Zhang Xiaohui, and Ding Yongzheng[96] - The company prioritizes cash dividends when the parent company's distributable profit is positive and the cumulative undistributed profit at the end of the year is positive, with exceptions for specific conditions such as a debt-to-asset ratio exceeding 85% or significant investment plans[106] - The minimum cash dividend ratio is set at 80% for mature companies without major investment plans, 40% for mature companies with major investment plans, and 20% for growth-stage companies with major investment plans[106] - The company plans to distribute dividends annually, with the possibility of interim dividends based on profit and cash flow conditions[106] - The company's cash dividend policy complies with the articles of association and shareholder meeting resolutions, with clear standards, proportions, and decision-making procedures[107] - The company did not propose a cash profit distribution plan for the reporting period despite having positive distributable profits, but no specific reasons or plans for undistributed profits were disclosed[107] - The company approved a profit-sharing reward for all employees based on 2023 annual operating profit indicators, with specific amounts to be determined by the compensation and assessment committee[108] - The company's internal control system was audited by PwC Zhong Tian, which issued a standard unqualified opinion on its design and operational effectiveness[113] - The company's controlling shareholder, Hanwei Investment, has committed to maintaining the independence of the listed company's personnel, assets, finance, institutions, and business operations[127] - The company has resolved issues of competition with related assets by purchasing the future income trust beneficiary rights of Grand China Air's operating routes[126] - The company's controlling shareholder, Hanwei Investment, has pledged to avoid related-party transactions with the listed company unless absolutely necessary, and to conduct such transactions fairly and transparently[127] - The company's controlling shareholder, Hanwei Investment, has committed to not transferring the shares obtained through the capital increase for 36 months from the date of registration, except for transfers between entities under the same actual control[126] - The company's controlling shareholder, Hanwei Investment, has committed to maintaining the independence of the listed company's financial department, accounting system, and bank accounts[127] - The company's controlling shareholder, Hanwei Investment, has pledged to support the independent operation of the listed company's board of directors, supervisory board, and business departments[127] - The company's controlling shareholder, Hanwei Investment, has committed to not interfering with the listed company's business activities except through the exercise of shareholder rights[127] - The company's controlling shareholder, Hanwei Investment, has pledged to compensate the listed company for any damages caused by violations of the above commitments[127] - The company's controlling shareholder, Hanwei Investment, has committed to maintaining the independence of the listed company's labor, personnel, and salary management systems[127] - The company's controlling shareholder, Hanwei Investment, has pledged to not use its controlling position to make transactions or arrangements detrimental to the interests of the listed company[126] - The company's controlling shareholder, Hanwei Investment, was established on May 31, 2022, and is engaged in investment activities and asset management services[170] - Fang Wei, the actual controller, holds significant positions in multiple companies, including Beijing Fangda International Industrial Investment Group and Liaoning Fangda Group Industrial Co., Ltd.[172] - Fangda Aviation holds 4,200,000,000 shares that cannot be transferred until December 9, 2024, as part of the company's bankruptcy restructuring commitments[174] - Hainan Hanwei Investment Co., Ltd. holds 9,972,838,277 shares that cannot be transferred until December 23, 2025, following the company's 2022 private placement[174] Financial Performance and Key Metrics - Revenue in 2023 reached 58,641,088 thousand RMB, a 156.48% increase compared to 2022[15] - Net profit attributable to shareholders in 2023 was 310,854 thousand RMB, compared to a loss of 20,246,960 thousand RMB in 2022[15] - Operating cash flow in 2023 was 8,082,510 thousand RMB, a significant improvement from -2,193,922 thousand RMB in 2022[15] - Total assets decreased by 2.95% to 134,034,890 thousand RMB at the end of 2023[15] - Basic earnings per share in 2023 were 0.007 RMB, compared to -0.594 RMB in 2022[16] - Weighted average return on equity in 2023 was 14.75%, a decrease of 3,024.62 percentage points from 2022[16] - Revenue in Q4 2023 was 11,902,697 thousand RMB, with a net loss attributable to shareholders of 574,466 thousand RMB[18] - Non-recurring gains and losses in 2023 totaled 717,678 thousand RMB, compared to a loss of 1,335,049 thousand RMB in 2022[20] - Fair value changes in trading financial assets contributed 211,274 thousand RMB to 2023 profits[21] - Investment property fair value changes resulted in a loss of 243,666 thousand RMB in 2023[21] - Revenue in 2023 reached 58.641 billion yuan, a year-on-year increase of 156.48%[30] - Net profit attributable to shareholders of the listed company was 311 million yuan[30] - Total passenger traffic in 2023 was 59.48 million, a year-on-year increase of 182.26%[30] - Cargo and mail traffic reached 367,200 tons, a year-on-year increase of 52.83%[30] - The company operated a total of 334 aircraft as of December 31, 2023[31] - The average age of the fleet is 9.08 years[31] - The company achieved cost savings and efficiency improvements of approximately 3.6 billion yuan through refined management in 2023[29] - Available seat kilometers (ASK) increased by 153.53% to 12,554,771 thousand, with domestic ASK up 135.34% to 11,303,219 thousand and international ASK up 718.88% to 1,219,243 thousand[32] - Revenue passenger kilometers (RPK) surged by 205.01% to 10,222,274 thousand, with domestic RPK up 187.88% to 9,442,098 thousand and international RPK up 962.66% to 759,919 thousand[32] - Passenger numbers increased by 182.26% to 59,484 thousand, with domestic passengers up 176.69% to 58,050 thousand and international passengers up 1,287.26% to 1,270 thousand[32] - Operating revenue rose by 156.48% to 58,641,088 thousand yuan, driven by a 165.01% increase in transportation revenue to 54,473,060 thousand yuan due to market recovery and increased capacity[35] - Passenger and other revenue increased by 191.83% to 52,921,849 thousand yuan, with a gross margin increase of 66.63 percentage points to 9.71%[36] - Aviation fuel costs surged by 110.05% to 18,784,422 thousand yuan, accounting for 35.78% of total costs[37] - Depreciation and amortization expenses decreased by 8.34% to 8,398,113 thousand yuan, while landing costs increased by 147.18% to 6,293,443 thousand yuan[38] - Top five customers contributed 20,833,742 thousand yuan, accounting for 35.53% of total sales, with related party sales making up 6.21% of total sales[39] - The company's sales expenses increased by 72.52% to 1,598,836 thousand yuan, primarily due to higher sales agency fees and computer reservation fees[41] - Management expenses rose by 12.25% to 1,201,280 thousand yuan, mainly due to increased system maintenance fees and staff salaries[41] - Financial expenses decreased by 55.33% to 5,330,679 thousand yuan, primarily due to reduced foreign exchange losses[41] - The company's R&D investment totaled 30,225 thousand yuan, accounting for 0.05% of total revenue[42] - The company has 270 R&D personnel, representing 2.58% of the total workforce[43] - Operating cash flow increased by 468.40% to 8,082,510 thousand yuan, driven by the recovery of the civil aviation market[45] - Investment cash flow decreased by 85.10% to 398,366 thousand yuan, mainly due to increased cash payments for fixed assets and other long-term assets[45] - Financing cash flow decreased by 343.47% to -16,275,907 thousand yuan, primarily due to increased debt repayments and aircraft rental payments[45] - The company's available seat kilometers increased by 153.53% to 125,547.71 million, with a passenger load factor of 81.42%, up 13.74 percentage points[52] - The company operates 87 self-owned aircraft with an average age of 11.56 years and a daily utilization rate of 7.98 hours[53] - Total subsidies and incentives received in the current period amounted to 687,904 thousand RMB, with a subsidy income of 8.49 thousand RMB[54] - The company's total external equity investments as of December 31, 2023, were 3,259,982 thousand RMB, including 46,560 thousand RMB in trading financial assets and 1,235,225 thousand RMB in other equity instrument investments[55] - The fair value of the company's stock investments at the end of the period was 971,965 thousand RMB, with a fair value change loss of 4,866 thousand RMB during the period[56] - The company completed the sale of 2,078 aircraft materials, including brakes, front wheels, and main wheels for A330, B787, and B737NG models, for a total transaction amount of 225,676.1 thousand RMB[58] - China Xinhua Airlines Group Co., Ltd., a wholly-owned subsidiary, reported a net loss of 890 million RMB in 2023, with total