10:53     MEILAN AIRPORT<00357> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly declaims any liability whatsoever  
     for any loss howsoever arising from or in reliance upon the whole or     
    any part of the contents of this announcement.                            
                                                                              
                                                                              
    HAINAN MEILAN INTERNATIONAL AIRPORT COMPANY LIMITED*                      
    (A joint stock company incorporated in the People's Republic of China     
    with limited liability)                                                   
     (Stock Code: 357)                                                        
                                                                              
    ANNOUNCEMENT                                                              
    ON                                                                        
    NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS                              
                                                                              
    INDEPENDENT FINANCIAL ADVISER                                             
                                                                              
                                                                              
                                                                              
    The Company has entered into the Agreements with Parent Company, Hainan   
    Airlines, China Southern Airlines, HNA Group and their relevant           
    associates, respectively, in respect of the Non-exempt Continuing         
    Connected Transactions for the period from 1 January 2005 to 31 December  
     2007.                                                                    
                                                                              
    The Non-exempt Continuing Connected Transactions are subject to           
    reporting, announcement and independent shareholders' approval            
    requirements under Chapter 14A of the Listing Rules.                      
                                                                              
    Certain non-exempt continuing connected transactions conducted in the     
    financial year of 2004 were either (i) on the terms substantially         
    changed from those under the Existing Waiver; or (ii)  having exceeded    
    the caps prescribed under the Existing Waivers.  Therefore, disclosure    
    is made herewith pursuant to the relevant requirements under the Listing  
     Rules and the Revised 2004 Transaction is proposed by the Board for      
    approval by the Independent Shareholders at the EGM.                      
                                                                              
    The Independent Board Committee has been formed to consider the terms of  
     the Agreements, the New Annual Caps and the Revised 2004 Transaction     
    and GDS has been appointed as the independent financial adviser to        
    advise the Independent Board Committee and the Independent Shareholders   
    on, inter alia, the terms of those Non-exempt Continuing Connected        
    Transactions that are subjected to the Independent Shareholders'          
    approval, the applicable New Annual Caps and the Revised 2004             
    Transaction.                                                              
                                                                              
    A circular containing, among others, further details of the Non-exempt    
    Continuing Connected Transactions and the New Annual Caps that are        
    subject to Independent Shareholders' approval and the Revised 2004        
    Transaction, a letter from the Independent Board Committee, a letter of   
    advice from the independent financial adviser and a notice of the EGM     
    will be dispatched to the Shareholders within 21 days from the date of    
    this announcement.                                                        
                                                                              
    I.   General Background Information                                       
                                                                              
    The Company has been engaged in certain transactions with connected       
    persons and their respective associates during the Company's ordinary     
    course of business, which constitute connected transactions for the       
    Company under the Listing Rules. In relation to the IPO, the Existing     
    Waivers have been granted by the Stock Exchange from strict compliance    
    with the relevant provisions governing connected transactions under the   
    Listing Rules, subject to compliance with certain caps for annual         
    transaction volumes and other conditions. Details of those connected      
    transactions were disclosed in the Prospectus. The Existing Waivers       
    expired on the 31 December, 2004.                                         
                                                                              
    The Board has conducted a review of the non-exempt continuing connected   
    transactions of the Group as to the substantial change of certain terms   
    or surpassing of certain caps under the Existing Waivers, the new         
    contracts and new annual caps to be proposed for those transactions for   
    the years from 2005 to 2007. Announcement is hereby made for compliance   
    with the relevant provisions under the Listing Rules in respect of        
    non-exempt continuing connected transactions.                             
                                                                              
    II.   Non-exempt Continuing Connected Transactions                        
                                                                              
    Both of Parent Company and HNA Groups are promoters and substantial       
    shareholders of the Company, beneficially holding 50.2% and 20.62%        
    interest in the total issued share capital of the Company, respectively.  
     Both of Hainan Airlines and China Southern Airlines are promoters of     
    the Company. Accordingly, each of Parent Company, HNA Group, Hainan       
    Airlines and China Southern Airlines is a connected person of the         
    Company under the Listing Rules, and transactions between the Group and