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.

海南美蘭國際空港股份有限公司

Hainan Meilan International Airport Company Limited*

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

(Stock Code: 357)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This announcement is made by Hainan Meilan International Airport Company Limited (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

According to the Reply of the State Council on the Adjustment of the Notice Period of the

General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han

[2019] No. 97) (《關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批 覆》(國函〔201997)) (the "Reply"), the requirements on the notice period of the general meeting, shareholders' proposal right and convening procedures for joint stock companies incorporated in the People's Republic of China (the "PRC") and listed overseas shall be governed by the relevant provisions under the Company Law of the PRC, instead of the provisions under

the Articles 20 to 22 of the Special Provisions of the State Council on Overseas Share Raising and Listing of Joint Stock Companies (《國務院關於股份有限公司境外募集股份及上市的特 別規定》).

According to the Reply and the Company Law of the PRC (2018 Amendment), the board of directors (the "Board") of the Company proposed to make certain amendments (the "Proposed Amendments") to the current articles of association of the Company (the "Articles of Association").

* For identification purpose only

- 1 -

Details of the Proposed Amendments are as follows:

Existing Articles of Association

Revised Articles of Association

Article 29:

Article 29:

When reducing its registered capital, the

When reducing its registered capital, the

Company shall prepare the balance sheet and

Company shall prepare the balance sheet and

the inventory of assets.

the inventory of assets.

Within ten (10) days from passing the

Within ten (10) days from passing the

resolution on the reduction of registered

resolution on the reduction of registered

capital, the Company shall notify its creditors,

capital, the Company shall notify its creditors,

and shall publish announcements at least

and shall publish announcements in the

three times in the newspapers within thirty

newspapers within thirty (30) days. Creditors

(30) days. Creditors have the right to request

have the right to request the Company to

the Company to repay its debts or provide

repay its debts or provide guarantee within

guarantee for repayment within thirty (30)

thirty (30) days from receiving the notice

days from receiving the notice of capital

of capital reduction, or within forty-five

reduction, or within ninety (90) days from

(45) days from the date of announcement

the first announcement published for those

published for those creditors not receiving

creditors not receiving such a notice.

such a notice.

The amount of the Company's registered

The amount of the Company's registered

capital after reduction shall not be lower than

capital after reduction shall not be lower than

the minimum of the legal requirement.

the minimum of the legal requirement.

- 2 -

Existing Articles of Association

Revised Articles of Association

Article 30:

Article 30:

The Company may repurchase its issued

The Company may repurchase its issued

shares, after passing the procedures as

shares, after passing the procedures as

stipulated in the Articles of Association

stipulated in the Articles of Association

and receiving the approval of the relevant

and receiving the approval of the relevant

supervisory authorities of the State Council,

supervisory authorities of the State Council,

under the following conditions:

under the following conditions:

(1) Reducing the Company's capital;

(1)

Reducing the Company's registered

capital;

(2) Merging with other companies which

(2)

Merging with other companies which

hold the Company's shares;

hold the Company's shares;

(3) Awarding its staff with the Company's

(3)

Using the shares in employee shares

shares;

ownership plans or equity incentives;

(4) Acquiring shares held by shareholders

(4)

Acquiring shares held by shareholders

with a different vies in respect of

with a different vies in respect of

resolutions regarding merger or division

resolutions regarding merger or division

adopted in a general meeting; and

adopted in a general meeting;

(5) Other conditions permitted by laws and

(5)

Using the shares for converting

administrative.

company-issued corporate bonds

convertible into shares;

(6)

Being necessary to maintain the value

of the Company and the rights and

interests of its shareholders; and

(7)

Other conditions permitted by laws and

administrative.

- 3 -

Existing Articles of Association

Revised Articles of Association

Article 31:

Article 31:

After receiving the approval of the relevant

After receiving the approval of the relevant

supervisory authorities in the State Council,

supervisory authorities in the State Council,

the Company may repurchase its shares by

the Company may repurchase its shares by

one of the following methods:

one of the following methods:

(1)

Offering repurchase tenders to all

(1)

Offering repurchase tenders to all

shareholders on a pro-rata basis;

shareholders on a pro-rata basis;

(2) Repurchasing shares in the open market;

(2) Repurchasing shares in the open market;

or

(3)

Repurchasing shares by agreement

(3)

Repurchasing shares by agreement

outside the stock exchange.

outside the stock exchange; or

(4) Others means stipulated by laws or

administrative regulations.

However, if the Company acquires

its shares under the circumstances as

stipulated in Items (3), (5) and (6) of Article

30 of the Articles of Association, it shall

be conducted by way of open centralized

transaction.

- 4 -

Existing Articles of Association

Revised Articles of Association

Article 32:

Article 32:

The acquisition of the Company's shares for

The acquisition of the Company's shares under

reason as stipulated from Item (1) to Item (3)

the circumstances as stipulated in Item (1)

of Article 30 of the Articles of Association

and Item (2) of Article 30 of the Articles of

or the repurchase of shares by agreement

Association or the repurchase of shares by

outside the stock exchange shall be first

agreement outside the stock exchange shall be

approved by shareholders in the general

first approved by shareholders in the general

meeting according to the rules of the Articles

meeting according to the rules of the Articles

of Association. After getting approved by

of Association. After getting approved by

the same procedures in the shareholders'

the same procedures in the shareholders'

general meeting, the Company may cancel or

general meeting, the Company may cancel or

amend the agreement reached by the method

amend the agreement reached by the method

afore-mentioned, or give up any right in the

afore-mentioned, or give up any right in the

contract.

contract. Where the Company acquires

its shares under the circumstances as

The afore-mentioned agreement on the

stipulated in Items (3), (5) and (6) of

repurchase of shares includes, but not limited

Article 30 of the Articles of Association, it

to, agreements on taking the responsibility to

shall be made as prescribed by the Articles

repurchase shares and receiving the right of

of Association or under the authorization

share repurchase.

by the general meeting and approved by

way of a resolution at the board meeting

The Company shall not transfer the contracts

attended by more than two thirds (2/3) of

on the repurchase of its shares and any

the directors of the Company.

right set out thereunder. For the right of

repurchasing redeemable shares under this

The afore-mentioned agreement on the

article, the repurchase price shall not exceed

repurchase of shares includes, but not limited

the limitation of the highest price in the event

to, agreements on taking the responsibility to

that such repurchase is not through the market

repurchase shares and receiving the right of

or through bidding. In the event of repurchase

share repurchase.

through bidding, bidding shall be proposed

equally to all the shareholders.

The Company shall not transfer the contracts

on the repurchase of its shares and any

right set out thereunder. For the right of

repurchasing redeemable shares under this

article, the repurchase price shall not exceed

the limitation of the highest price in the event

that such repurchase is not through the market

or through bidding. In the event of repurchase

through bidding, bidding shall be proposed

equally to all the shareholders.

- 5 -

Existing Articles of Association

Revised Articles of Association

Article 33:

Article 33:

After repurchasing shares in accordance

After repurchasing shares in accordance

with the relevant laws and regulations,

with the relevant laws and regulations,

the Company shall transfer or cancel such

the Company shall transfer or cancel such

shares within ten (10) days from the date of

shares within ten (10) days from the date of

acquisition for circumstances under Item (1)

acquisition for circumstances under Item (1)

of Article 30 of the Articles of Association,

of Article 30 of the Articles of Association,

or within six (6) months from the date of

or within six (6) months from the date of

acquisition for circumstances under Item (2)

acquisition for circumstances under Item (2)

and Item (4) of Article 30 of the Articles of

and Item (4) of Article 30 of the Articles of

Association. The book value of the cancelled

Association. The book value of the cancelled

shares shall be deducted from the Company's

shares shall be deducted from the Company's

registered capital and the Company shall

registered capital and the Company shall

apply to the department in charge of such

apply to the department in charge of such

company registration to register the change

company registration to register the change

in its registered capital according to the law.

in its registered capital according to the law.

The Company's shares acquired by the

After the Company repurchases shares

Company in accordance with Item (3) of

in accordance with the relevant laws and

Article 30 of the Articles of Association

regulations, for circumstances under Items

shall not be more than five percent (5%)

(3), (5) and (6) of Article 30 of the Article

of the Company's total number of issued

of Association, the total number of shares

shares. Funds used in acquiring the shares

of the Company held by the Company shall

shall be disbursed from the Company's

not be more than ten percent (10%) of the

after-tax profits. The acquired shares shall

Company's total number of issued shares

be transferred to its staff within one (1) year.

and shall be transferred or cancelled within

three (3) years.

Article 45:

Article 45:

Within thirty (30) days of the convening of

Within twenty (20) days of the convening

the shareholders' general meeting, or five (5)

of the shareholders' general meeting, or five

days prior to the book close closing date for

(5) days prior to the book close closing date

distribution of dividends, no registration is

for distribution of dividends, no registration

permitted in the register of shareholders for

is permitted in the register of shareholders

any change to the register as a result of share

for any change to the register as a result

transfer.

of share transfer. However, if there is

any other provision in relation to the

registration of changes of the Company's

register of shareholders stipulated by the

law or the listing rules of the place where

the Company's shares are listed, such

provision shall prevail.

- 6 -

Existing Articles of Association

Revised Articles of Association

Article 59:

Article 59:

Shareholders' general meetings can be

Shareholders' general meetings can be

classified into annual general meetings and

classified into annual general meetings

extraordinary general meetings. Shareholders'

(also referred to as "shareholders' annual

general meetings are convened by the board

general meetings") and extraordinary general

of directors. Annual general meetings are

meetings. Shareholders' general meetings are

held once a year and shall be held within

convened by the board of directors. Annual

six (6) months after the end of the previous

general meetings are held once a year and

financial year.

shall be held within six (6) months after the

end of the previous financial year.

Extraordinary shareholders' general meetings

Extraordinary shareholders' general meetings

are required to be held within two months

are required to be held within two months

after the occurrence of any of the following

after the occurrence of any of the following

events:

events:

(1) The number of directors is less than the

(1) The number of directors is less than

number provided for in the "Company

the number provided for the "Company

Law" or less than two thirds (2/3) of

Law" or less than two thirds (2/3) of

the number specified in the Company's

the number required by the Articles

Articles of Association;

of Association;

(2) The aggregate losses of the Company

(2) The aggregate losses of the Company

which are not made up reach one third

which are not made up reach one third

(1/3) of the Company's total share

(1/3) of the Company's total paid-up

capital;

share capital;

(3) A request in writing by shareholders

(3) A request in writing by shareholders

singly or jointly holding ten percent

singly or jointly holding ten percent

(10%) (containing ten percent (10%))

(10%) (containing ten percent (10%))

or more of the Company's voting rights;

or more of the Company's voting rights;

(4) When deemed necessary by the board of

(4) When deemed necessary by the board of

directors or requested by the supervisory

directors or requested by the supervisory

committee; or

committee; or

  1. When requested by two or more (5) When requested by two or more

independent non-executive directors.

independent non-executive directors.

- 7 -

Existing Articles of Association

Revised Articles of Association

Article 60:

Article 60:

A written notice of the shareholders' general

When the Company convenes an annual

meeting, stating the matters to be considered

general meeting, it shall notify all the

at the meeting and the venue and date of the

shareholders twenty (20) business days

meeting,shall be given to all shareholders

before the meeting (exclusive of the

in the register forty-five (45) days before

date of the meeting) by means of public

the meeting convened by the Company.

announcement stating the time, venue

Shareholders wishing to attend are required

of and matters to be considered at the

to give to the Company their written replies

meeting. When the Company convenes

of attendance twenty (20) days prior to the

an extraordinary general meeting, it shall

meeting.

notify all the shareholders fifteen (15)

days or ten (10) business days (whichever

is longer) before the meeting (exclusive of

the date of the meeting) by means of public

announcement.

The business day referred to in the Articles

of Association shall mean a day on which

the Hong Kong Stock Exchange is open for

business for dealing in securities.

- 8 -

Existing Articles of Association

Revised Articles of Association

Article 61:

Article 61:

When the Company convenes the annual

When the Company convenes the general

general meeting, shareholders singly or

meeting, shareholders singly or jointly

jointly holding three percent (3%) or more

holding three percent (3%) or more of the

of the Company's total shares with voting

Company's total shares with voting rights are

rights are entitled to propose in writing to

entitled to propose in writing to the Company

the Company any interim resolutions to be

any interim resolutions to be considered at

considered at that meeting and submit to the

that meeting and submit to the convener of

convener ten (10) days before the meeting.

the general meeting ten (10) days before

The convener of the shareholders' general

the meeting. The contents of the proposal

meeting shall make a supplementary notice

shall be within the scope of the functions

to other shareholders within two (2) days

and powers of the general meeting, and

upon the receipt of the resolutions and the

have definite topics and specific matters

resolutions, if within the powers of the

for resolution. The convener of the general

shareholders' general meeting, are required

meeting shall make a supplementary notice

to be added to the agenda of that meeting for

within two (2) days upon the receipt of such

consideration by shareholders in the general

proposal and such proposal, if within the

meeting.

powers of the shareholders' general meeting,

are required to be added to the agenda of that

meeting for consideration by shareholders in

the general meeting, and ensure to announce

the contents of the proposal ten (10)

business days before the general meeting.

- 9 -

Existing Articles of Association

Revised Articles of Association

Article 62:

Article 62:

Based on the written replies received twenty

A shareholders' general meeting shall not

  1. days prior to the meeting, the Company decide on any matter not stated in the notice

can calculate the number of shares with of the shareholders' general meeting. voting rights represented by the shareholders

attending the meeting. If the number of shares with voting rights represented by the attending shareholders reach half (1/2) or above of the total number of shares with voting rights of the Company, the shareholders' general meeting can be convened. If not, the Company shall within five (5) days from the last day for receipt of the replies notify the shareholders again by public announcement the matters to be considered, and the date and place of the meeting. The Company may then convene the shareholders' general meeting.

An extraordinary general meeting may not

announce any items not included in the

agenda.

Article 63:

Article 63:

A notice of the shareholders' meeting shall

A notice of the shareholders' meeting shall

meet the following requirements:

meet the following requirements:

......

......

(3) Specify the date of registration of shares

(3) Specify the date of registration of

held by shareholders entitled to attend

shares held by shareholders entitled

the shareholders' general meeting;

to attend the shareholders' general

meeting; the interval between the

......

shares registration date and the date

of the meeting shall be subject to the

requirements by listing rules of the

place where the Company's shares

are listed;

......

- 10 -

Existing Articles of Association

Revised Articles of Association

Article 64:

Article 64:

Notices of shareholders' general meetings

Notices of shareholders' general meetings

shall be delivered by special delivery or by

shall be delivered by special delivery or by

postal mail (whether or not the shareholders

postal mail (whether or not the shareholders

have the voting rights in the meetings). Notices

have the voting rights in the meetings). Notices

shall be mailed according to the addresses in

shall be mailed according to the addresses in

the register of shareholders. For shareholders

the register of shareholders. For shareholders

of domestic shares, notices of shareholders'

of domestic shares, notices of shareholders'

general meetings can also be made by

general meetings can also be made by

public announcement. As for shareholders

public announcement. As for shareholders

of overseas listed foreign shares, notices of

of overseas listed foreign shares, notices of

shareholders' general meetings can also be

shareholders' general meetings can also be

delivered or made through the Company's

delivered or made through the Company's

website or methods as stipulated by the

website or methods as stipulated by the

Listing Rules from time to time, provided

Listing Rules from time to time, provided

that the laws, administrative regulations and

that the laws, administrative regulations and

the listing rules of the stock exchange where

the listing rules of the stock exchange where

the Company's shares are listed are observed.

the Company's shares are listed are observed.

The announcement mentioned above shall

The announcement mentioned above shall

be made within forty-five (45) to fifty (50)

be published in one or more newspaper(s)

days prior to the date of the shareholders'

designated by the securities regulatory

general meeting, published in one or several

authorities under the State Council. After

of the national newspapers designated by the

the announcement, shareholders of domestic

institution in charge of securities supervision

shares are deemed to have received the notice

and administration in the State Council. After

of the shareholders' general meeting.

the announcement, shareholders of domestic

shares are deemed to have received the notice

of the shareholders' general meeting.

- 11 -

Existing Articles of Association

Revised Articles of Association

Article 90:

Article 90:

When convening a class shareholders'

When convening a class shareholders'

meeting, a written notice, containing agenda,

meeting, the Company shall issue an

date and venue of the meeting, shall be given

announcement or written notice to notify

to all class shareholders in the register of

all the registered shareholders of the said

shareholders forty-five (45) days prior to the

class of the matters to be considered at

meeting. Shareholders wishing to attend the

the meeting, and the date and venue of

meeting shall return to the Company a written

the meeting twenty (20) business days

reply to confirm their attendance twenty (20)

(applicable to a class shareholders' meeting

days prior to the meeting.

being convened at the same time as the

annual general meeting)(exclusive of the

When the voting rights represented by

date of meeting), fifteen (15) days or ten

shareholders attending the meeting reach half

(10) business days (whichever is longer)

(1/2) or more of the total, the Company may

(applicable to a class shareholders' meeting

convene the class shareholders' meeting. If

not being convened at the same time as the

not, the Company shall within five (5) days

annual general meeting)(exclusive of the

notify its shareholders the agenda, date and

date of meeting).

place by means of announcement. After such

announcement, the Company may convene

If there is any special provision in the listing

the class shareholders' meeting.

rules of the place where the Company's

shares are listed, such provision shall

prevail.

- 12 -

Existing Articles of Association

Revised Articles of Association

Article 98:

Article 98:

The board of directors shall meet at least

The board of directors shall meet at least

twice (2) a year. The chairman convenes the

twice (2) a year. The chairman convenes the

meeting and shall notify all directors and

meeting and shall notify all directors and

supervisors ten (10) days before the meeting.

supervisors ten (10) days before the meeting.

Shareholders representing ten percent (10%)

Shareholders representing ten percent (10%)

or more of the voting rights, more than one-

or more of the voting rights, more than one-

third (1/3) of the directors, the supervisory

third (1/3) of the directors, the supervisory

committee, two (2) or more independent non-

committee, two (2) or more independent non-

executive directors, or the general manager

executive directors, or the general manager

may propose for convening an extraordinary

may propose for convening an extraordinary

meeting of the board of directors. The chairman

meeting of the board of directors. The chairman

of the board of directors shall convene and

of the board of directors shall convene and

preside over the meeting within ten (10) days

preside over the meeting within ten (10) days

upon the receipt of such proposal.

upon the receipt of such proposal.

If there is any special provision in the listing

rules of the place where the Company's

shares are listed, such provision shall

prevail.

- 13 -

Existing Articles of Association

Revised Articles of Association

Article 99:

Article 99:

Notices for the convening of regular or

Notices for the convening of regular or

extraordinary meeting of the board of

extraordinary meeting of the board of

directors can be delivered by the following

directors can be delivered by the following

methods:

methods:

......

......

(2) If the board has not fixed the time

(2) If the board has not fixed the time

and venue for the regular meeting, the

and venue for the regular meeting, the

chairman shall instruct the secretary for

chairman shall instruct the secretary for

the board to serve notice of the time

the board to serve notice of the time

and venue of the board meeting by

and venue of the board meeting by

cable, telegraph, fax, special delivery,

cable, telegraph, fax, special delivery,

registered mail, electronic mail or by

registered mail, electronic mail or by

person to all directors and supervisors

person to all directors and supervisors

ten (10) days prior to the meeting;

ten (10) days prior to the meeting; If

there is any special provision in the

......

listing rules of the place where the

Company's shares are listed, such

provision shall prevail;

......

Article 182:

Article 182:

Add Article 182 and the existing Article 182

If the provisions of the Article of Association

and 183 are proposed to be renumbered

are inconsistent with the applicable laws,

administrative regulations, or the listing

rules of the place where the Company's

shares are listed, the laws, administrative

regulations or the listing rules of the place

where the Company's shares are listed

shall prevail.

Save for the Proposed Amendments as set out above, other provisions in the Articles of Association remain unchanged.

- 14 -

The Articles of Association and the Proposed Amendments are written in Chinese without any official English version. The English version is for reference only. If there is any inconsistency between the English and Chinese versions of the Articles of Association, the Chinese version shall prevail.

The Proposed Amendments are subject to the approval of the shareholders of the Company (the "Shareholders") by way of a special resolution at each of the extraordinary class meeting (the "EGM"), the H shareholders class meeting and the domestic shareholders class meeting (together, the "Class Meetings") of the Company. Special resolutions will be put to the Shareholders at the forthcoming EGM and the Class Meetings for approving, among other things, the Proposed Amendments.

A circular containing, among other things, details of the Proposed Amendments, together with the notices to convene the EGM and the Class Meetings, will be dispatched to the Shareholders as soon as practicable. The Company will make further announcements on the result of the special resolutions in relation to the Proposed Amendments to be passed at the EGM and the Class Meetings.

By order of the Board

Hainan Meilan International Airport Company Limited*

Wang Zhen

Chairman

Haikou, the PRC

17 December 2019

As at the date of this announcement, the Board comprises (i) five executive directors, namely Mr. Wang Zhen, Mr. Wang Hong, Mr. Wang Hexin, Mr. Yu Yan and Mr. Xing Zhoujin; (ii) two non-executive directors, namely Mr. Chan Nap Kee, Joseph and Mr. Yan Xiang; and (iii) four independent non-executive directors, namely Mr. Deng Tianlin, Mr. Fung Ching, Simon, Mr. George F Meng and Mr. He Linji.

  • For identification purpose only

- 15 -

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HNA Infrastructure Co. Ltd. published this content on 17 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2019 09:05:01 UTC