Core Viewpoint - Hainan Airlines Holding Co., Ltd. plans to lease three B737-800 aircraft through Tianhang Jinfeng No. 4 (Tianjin) Leasing Co., Ltd. for a total rental amount not exceeding $101 million, constituting a related party transaction due to shared ownership interests [1][5]. Summary by Sections Related Party Transaction Overview - The company intends to lease three B737-800 aircraft to meet operational needs, with the total transaction amount expected to be no more than $101 million [1]. - Tianhang Jinfeng No. 4 is a related party as it is controlled by entities holding over 5% of the company's shares [1][5]. - In the past 12 months, the company has engaged in related transactions with the same party exceeding 30 million yuan, accounting for over 5% of the latest audited net assets [1][5]. Related Party Information - Tianhang Jinfeng No. 4 was established on October 15, 2015, with a registered capital of 100,000 yuan and operates in the civil aircraft sales and leasing sector [2][6]. - As of December 31, 2023, Tianhang Jinfeng No. 4 reported total assets of approximately 70.75 million yuan and total liabilities of about 55.84 million yuan, with a net profit of approximately 2.22 million yuan [2][6]. Lease Details - The aircraft will be free of any mortgages or legal encumbrances at the time of lease commencement [3][4]. - The monthly rental price will be based on current market rates and will not exceed the average market rental price, ensuring fairness in pricing [4][12]. Impact of the Transaction - The lease of three B737-800 aircraft is expected to enhance the company's operational capacity and sustainability by optimizing the fleet structure [4][13]. Guarantee Provision - The company plans to provide a guarantee for Tianhang Jinfeng No. 4's payment obligations to the lessors, with the guarantee amount not exceeding the total rent for the three aircraft [1][7]. - The guarantee will be valid for three years following the lease agreement's expiration [7]. Employee Incentive Plan - The company proposes a performance incentive plan for employees based on achieving over 100% of the 2025 profit target, with 50% of the excess allocated for employee rewards [8][9]. Additional Leasing Agreements - The company's subsidiary, Yunnan Xiangpeng Airlines, plans to renew leases for two B737-800 aircraft and lease one A321NEO aircraft, with total rental amounts not exceeding $8 million and $63 million, respectively [10][13]. - These transactions also constitute related party transactions due to the ownership structure of the leasing companies involved [10][11]. Daily Operational Transactions - For 2025, the company anticipates engaging in daily operational transactions with related parties amounting to approximately 11.76 billion yuan, covering aircraft leasing, maintenance, and support services [23][24].
海航控股: 海航控股:2025年第二次临时股东大会会议材料