HNA : Circulars - (1) Proposed Change of Company Name and Corresponding Amendment to the Articles of Association and (2) Notice of General Meeting

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HNA Holding Group Co. Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

海航實業集團股份有限公司

(Incorporated in Hong Kong with limited liability)

1. PROPOSED CHANGE OF COMPANY NAME AND CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION AND
2. NOTICE OF GENERAL MEETING

A notice of general meeting of HNA Holding Group Co. Limited to be held at HKUST Business School Central, Room 1501-02, 15/F Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Wednesday, 29 November 2017 at 11:00 a.m., is set out on pages 5 to 6 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting (i.e., at or before 11:00 a.m. on Monday, 27 November 2017 (Hong Kong Time)), or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

13 November 2017

Page

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Corresponding Amendment to the Articles of Association . . . . . . . . . . . . . . . . . 3

2. Reasons for the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3. Conditions of the Change of Company Name and the Corresponding

   Amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4. Effects of the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

7. Notice of General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"Articles of Association" the articles of association of the Company "Board" the board of Directors

"Change of Company Name" the proposed change of the name of the Company from

"HNA Holding Group Co. Limited 海航實業集團股份有 限公司" to "CWT International Limited"

"Company" HNA Holding Group Co. Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange (Stock Code: 521)

"Director(s)" the director(s) of the Company

"GM" the general meeting of the Company to be held at HKUST Business School Central, Room 1501-02, 15/F Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Wednesday, 29 November 2017 at 11:00 a.m. or any adjournment thereof

"Group" the Company and its subsidiaries

"Share(s)" ordinary share(s) of the Company

"Shareholder(s)" holder(s) of issued Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

海航實業集團股份有限公司

(Incorporated in Hong Kong with limited liability)

Executive Directors:

Zhao Quan (Co-Chairman) Wang Shuang (Co-Chairman) Xu Haohao (President)

Non-executive Directors: Leung Shun Sang, Tony Wang Hao

Mung Bun Man, Alan

Independent Non-executive Directors:

Leung Kai Cheung Liem Chi Kit, Kevin

Lam Kin Fung, Jeffrey

Registered Office:

Suites 5811-5814, 58th Floor Two International Finance Centre No. 8 Finance Street

Central, Hong Kong

13 November 2017

To the Shareholders:

Dear Sir or Madam,

1. PROPOSED CHANGE OF COMPANY NAME AND CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION AND
2. NOTICE OF GENERAL MEETING

Reference is made to the announcement of the Company dated 10 November 2017 in respect of, among other things, the proposed Change of Company Name and the corresponding amendment to the Articles of Association.

The purpose of this circular is to provide the Shareholders with the information in respect of, inter alia, the special resolutions to be proposed at the GM regarding the proposed Change of Company Name and the corresponding amendment to the Articles of Association, and the Notice for convening the GM.