Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

瑞港國際機場集團股份有限公司

Regal International Airport Group Company Limited*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 357)

DISCLOSEABLE TRANSACTIONS IN RELATION TO THE

RENEWAL OF FINANCIAL SERVICES AGREEMENT,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS,

PROPOSED CHANGE OF COMPANY NAME

AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

RENEWAL OF FINANCIAL SERVICES AGREEMENT

Reference is made to the announcement of the Company dated 25 August 2016 in relation to, among other things, the Existing Financial Services Agreement.

The Board announces that, on 18 August 2019, the Company and HNA Group Finance entered into the Financial Services Agreement for a term of three years commencing on 25 August 2019 and ending on 24 August 2022, pursuant to which HNA Group Finance has agreed to continue to provide the Group with (i) the Deposit Services; (ii) the General Credit Services; and (iii) the Other Financial Services subject to the terms and conditions provided therein.

The Deposit Services and the Other Financial Services are aggregated pursuant to Rule

14.22 of the Listing Rules. The General Credit Services do not fall within the definition of transactions under Chapter 14 of the Listing Rules thus are not aggregated.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Deposit Services and the Other Financial Services, on aggregate basis, exceeds 5% but is less than 25%, the Deposit Services and the Other Financial Services constitute discloseable transactions of the Company subject to the notification, reporting and announcement requirements under Chapter 14 of the Listing Rules.

  • For identification purpose only

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RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

Reference is made to the announcement of the Company dated 25 August 2016 in relation to, among other things, the Existing Airport Composite Services Agreement.

The Board announces that, on 18 August 2019, the Company and the Parent Company entered into the Airport Composite Services Agreement in respect of the Continuing Connected Transactions for a term of three years commencing on 1 January 2020 and ending on 31 December 2022.

The Parent Company, holding 50.19% shares of the Company, is the holding company of, and therefore a connected person of the Company under the Listing Rules and the transactions contemplated under the Airport Composite Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Continuing Connected Transactions, on an annual basis, exceeds 0.1% but is less than 5%, the Continuing Connected Transactions are subject to the announcement, reporting and annual review requirements but exempt from the circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the Chinese name of the Company from "瑞港國際機場集團 股份有限公司" to "海南美蘭國際空港股份有限公司" and to change the English name of

the Company from "Regal International Airport Group Company Limited" to "Hainan Meilan International Airport Company Limited". The Proposed Change of Name is subject to the approval of the Shareholders by way of a special resolution at the EGM and the issuance of the Business License.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to reflect the Proposed Change of Name and the Company's actual operation, the Board proposes to make certain amendments to the current Articles of Association. The Proposed Amendments are subject to the approval of the Shareholders by way of a special resolution at the EGM.

GENERAL

A circular containing, among other things, details of the Proposed Change of Name and the Proposed Amendments, together with a notice to convene the EGM, will be dispatched to the Shareholders as soon as practicable.

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FINANCIAL SERVICES AGREEMENT

Reference is made to the announcement of the Company dated 25 August 2016 in relation to, among other things, the Existing Financial Services Agreement. The Existing Financial Services Agreement has a term of three years commencing on 25 August 2016 and ending on 24 August 2019. The Company and HNA Group Finance, as the parties to the Existing Financial Services Agreement, intended to continue the transactions under the Existing Financial Services Agreement.

On 18 August 2019, the Company and HNA Group Finance entered into the Financial Services Agreement for a term of three years commencing on 25 August 2019 and ending on 24 August 2022, pursuant to which HNA Group Finance has agreed to continue to provide the Group with

  1. the Deposit Services; (ii) the General Credit Services; and (iii) the Other Financial Services subject to the terms and conditions provided therein.

Principle Terms

1.

Date:

18 August 2019

2.

Parties:

(1) the Company; and

  1. HNA Group Finance.

3. Services:provided that HNA Group Finance could obtain the relevant approval from the CBIRC, HNA Group Finance shall provide to the Group financial services, including: (1) financial consultation, credit certification and relevant consulting and agency services;

  1. cash reception and payment; (3) provision of guarantee; (4) bill acceptance and discount services; (5) settlement services; (6) Deposit Services; (7) loans and finance leasing services; (8) consumer credit and buyer's credit services; and (9) other financial services approved by the CBIRC.

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  1. Service Principles: HNA Group Finance has undertaken to adhere to the following principles in providing the aforementioned financial services to the Group: (1) the interest rate for the Group's deposits with HNA Group Finance shall be fixed at the deposit interest rate issued by PBOC and shall not be lower than the equivalent deposit interest rate with other financial institutions for the same period in the PRC; (2) the interest rate of loans provided to the Group by HNA Group Finance shall be fixed at the benchmark lending interest rate as issued by the PBOC and shall not be higher than the lending interest rate of other financial institutions for the same period in the PRC; (3) where applicable, the fees charged by HNA Group Finance for providing the Other Financial Services to the Group shall be determined based on the standards of the PBOC and other national competent authorities, and shall not be more than those charged by other financial institutions in the PRC for providing the similar services; (4) HNA Group Finance shall regularly provide its operation and financial status to the Group to ensure the Group's information right; and (5) HNA Group Finance shall establish complete and effective risk assessment system as well as internal control system to ensure the security of funds.
  2. Expected Interest: based on the current interest rate issued by the PBOC, it is estimated that the annual amount of interest accrued from the Deposit Services shall not exceed RMB1,750,000 (equivalent to approximately HK$1,960,000). The net profits before and after taxation attributable to the deposit services under the Existing Financial Services Agreement for the two financial years immediately preceding the Financial Services Agreement are set out below:

For the financial year ended

31 December

2017

2018

Net profits before

RMB911,790

RMB195,771

  taxation

(equivalent to

(equivalent to

approximately

approximately

HK$1,021,000)

HK$219,000)

Net profits after

RMB683,842

RMB146,828

  taxation

(equivalent to

(equivalent to

approximately

approximately

HK$766,000)

HK$164,000)

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6. Discretion of the during the term of the Financial Services Agreement, the Group

    • Company: may choose to maintain the business relationship with HNA Group Finance or to obtain similar services from other financial institutions.
  1. Termination: if there is any loss to the money of the Group while it is being handled by HNA Group Finance, HNA Group Finance shall provide full amount compensation and the Company may unilaterally terminate the Financial Services Agreement.
  2. Term:the Financial Services Agreement is for a term of three years commencing on 25 August 2019 and ending on 24 August 2022.

Maximum Daily Deposit Balance and Fees for the Other Financial Services

Deposit Services

Pursuant to the Financial Services Agreement, the Group's maximum daily deposit balance (including the accrued interest and the service fees payable by the Group to HNA Group Finance for the Other Financial Services) with HNA Group Finance within the term of the Financial Services Agreement shall not exceed RMB500,000,000 (equivalent to approximately HK$560,000,000). Such proposed maximum daily deposit balance was determined with reference to the historical figures in relation to the deposit services provided by HNA Group Finance to the Group under the Existing Financial Services Agreement and the future plans of the Group.

Other Financial Services

The Other Financial Services mainly include the consulting services to be provided by HNA Group Finance to the Group. The Board estimated that the annual service fees payable by the Group to HNA Group Finance for the Other Financial Services during the term of the Financial Services Agreement shall not exceed RMB2,000,000 (equivalent to approximately HK$2,240,000). Such annual cap was determined after arm's length negotiation with reference to the historical figures in relation to the other financial services provided by HNA Group Finance to the Group under the Existing Financial Services Agreement.

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HKEx - Hong Kong Exchanges and Clearing Ltd. published this content on 18 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2019 11:31:04 UTC