Core Viewpoint - Hainan Airport Facilities Co., Ltd. plans to acquire 238 million shares of Hainan Meilan International Airport Co., Ltd., representing 50.19% of total shares, marking a significant step in the integration of aviation resources in Hainan Free Trade Port [1][3] Group 1: Acquisition Details - The acquisition will transition Hainan Airport and Meilan Airport from "brother companies" to a "parent-subsidiary" relationship, enhancing operational efficiency and capital allocation [1][3] - The total transaction price for the acquisition is 2.339 billion yuan, equivalent to 9.85 yuan per share [3] - Following the share transfer, Hainan Airport will initiate a comprehensive tender offer for the remaining domestic shares and all H shares at a price of 10.62 HKD per share, while maintaining Meilan Airport's listing status [4] Group 2: Historical Context - Both companies were previously under HNA Group, and after HNA's bankruptcy restructuring in 2021, they became jointly controlled by Hainan Provincial State-owned Assets Supervision and Administration Commission [3] - Hainan Island has three major civil aviation airports, and the acquisition aims to eliminate competition and resource fragmentation between Hainan Airport and Meilan Airport [3] Group 3: Financial Performance - In 2024, Hainan Airport reported a revenue of 4.368 billion yuan, a decrease of 35.4% from 2023, with a net profit of 459 million yuan, down 52.2% [6] - The company has been focusing on "de-real estate" strategies, reducing the proportion of real estate revenue from 62.76% in 2020 to 24.82% in 2021, while increasing airport business revenue from 21.21% to 34.93% in the same period [8] - The airport management business revenue is expected to further increase post-acquisition, leading to a classification adjustment to "air transportation industry" [9] Group 4: Meilan Airport's Financial Situation - Meilan Airport reported a revenue of 2.171 billion yuan in 2024, a 4.07% increase from 2023, but a net loss of 381 million yuan, worsening from a loss of 136 million yuan in the previous year [10]

Investment Rating - The report maintains an "Outperform" rating for Hainan Airport [1]. Core Views - Hainan Airport plans to acquire a 50.19% stake in Meilan Airport for 2.339 billion yuan, aiming to enhance its core business and competitiveness [5]. - The acquisition will consolidate Hainan's core aviation hub, supporting the development of the Hainan Free Trade Port and expanding the company's airport operations [5]. - The financial forecast for Hainan Airport shows a projected revenue increase from 4.368 billion yuan in 2024 to 5.492 billion yuan in 2025, with a net profit expected to rise from 459 million yuan to 787 million yuan in the same period [4][7]. Financial Data and Profit Forecast - Total revenue projections are as follows: - 2024: 4,368 million yuan - 2025E: 5,492 million yuan - 2026E: 6,020 million yuan - 2027E: 6,705 million yuan - Net profit projections are as follows: - 2024: 459 million yuan - 2025E: 787 million yuan - 2026E: 936 million yuan - 2027E: 987 million yuan - The gross profit margin is expected to improve from 41.3% in 2024 to 43.3% in 2025E [4][7].

Core Viewpoint - Meilan Airport's shares rose by 6.88% following the announcement of a significant share transfer, indicating positive market sentiment towards the upcoming change in control [1] Group 1: Share Transfer Details - Haikou Meilan International Airport is transferring 50.19% of its shares to Hainan Airport for a total consideration of 25.2 billion HKD, which equates to a price of 10.62 HKD per share [1] - After the completion of the transfer, the offeror and its concert parties will collectively hold 52.05% of the company's equity, necessitating a mandatory general offer [1] Group 2: Offer Price and Market Reaction - The mandatory cash offer price for each H share is set at 10.62 HKD, representing a premium of 10.63% over the last trading day's closing price [1]

Group 1 - The National Internet Information Office and six other departments have jointly issued the "Regulations on the Management of Direct Satellite Services for Terminal Equipment," effective from June 1, 2025, which governs the provision and use of direct satellite services within China [1] - China's low-orbit satellite constellation, Qianfan, has successfully completed five batches of satellite launches, with over 600 satellites ordered, amounting to approximately 4.5 billion RMB, and plans to deliver over 200 satellites by 2025 [1] Group 2 - MGM China reported total revenue of 7.994 billion HKD for Q1 2025, a decrease of 3.2% year-on-year, with adjusted EBITDA of 2.368 billion HKD, down 5.46% [6] - China Hongqiao reported a net profit of 6.357 billion RMB for Q1 2025, representing a year-on-year increase of 46.46%, with total revenue of 40.173 billion RMB, up 15.56% [10] Group 3 - NIO delivered 23,900 vehicles in April, a year-on-year increase of 53%, while Li Auto delivered 33,939 vehicles, up 31.6% [7] - BYD's total sales of new energy vehicles reached approximately 1.3809 million units in the first four months of 2025, reflecting a year-on-year growth of 46.98% [7] Group 4 - Xinda Biopharmaceuticals reported total product revenue exceeding 2.4 billion RMB in Q1 2025, maintaining a strong year-on-year growth of over 40%, with four new drugs launched during the quarter [9] - Hansoh Pharmaceutical's HS-20089 has been approved as a breakthrough therapy for platinum-resistant recurrent epithelial ovarian cancer by the National Medical Products Administration [8]

HAINAN AIRPORT INFRASTRUCTURE CO., LTD. 海南機場設施股份 有限公司 （於中華人民共和國註冊成立的股份有限公司） HAINAN AIRPORT INFRASTRUCTURE (HONGKONG) LIMITED 海南機場設施（香港） 有限公司 （於香港註冊成立的有限公司） HAINAN MEILAN INTERNATIONAL AIRPORT COMPANY LIMITED* 海南美蘭國際空港股份 有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：600515.SH） （股份代號：357） 聯合公告 (1)海南機場設施股份有限公司收購海南美蘭國際空港股份有限公司約 50.19%權 益 (2)海南機場設施股份有限公司提出 香港交易及結算所有限公司及香港聯合交易所有限公司對本聯合公告的內容概 不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本聯合 公告全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何 責任。 本聯合公告僅供參考，並不構成收購、購買或認購本公司、H股要約人或內資股 要 約 人 任 何 證 券 的 邀 請 或 要 約 ...

Group 1 - The stock price of Meilan Airport (00357.HK) closed at HKD 10.300 on April 22, 2023, marking a 4.89% increase from the previous trading day, with an intraday high of HKD 10.340, the highest in nearly a year [1] - The net capital inflow for the day was HKD 14.97 million, with a total of HKD 28.68 million flowing in and HKD 13.71 million flowing out [1] - Meilan Airport was established on December 28, 2000, and listed on the Hong Kong Stock Exchange on November 18, 2002, initially as Hainan Meilan International Airport Co., Ltd. [1] Group 2 - The company operates both aviation and non-aviation businesses at Meilan Airport in Haikou, Hainan Province, China, including terminal facilities, ground services, and passenger services [2] - Non-aviation operations include leasing commercial and retail spaces, airport-related business franchises, advertising spaces, parking, cargo handling, and selling consumer goods [2] - In 2024, Meilan Airport received several prestigious awards, including SKYTRAX's "Global Five-Star Airport" and "Best Regional Airport in China" [2]

股東週年大會通告 香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 通 告 全 部 或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 海南美蘭國際空港股份有限公司 Hainan Meilan International Airport Company Limited* （在中華人民共和國註冊成立之股份有限公司） （股票代碼：357） 茲通告 海 南 美 蘭 國 際 空 港 股 份 有 限 公 司（「本公司」）謹 訂 於 二 零 二 五 年 五 月 二 十 一 日（星 期 三）上 午 十 時 正 假 座 中 華 人 民 共 和 國（「中 國」）海 南 省 海 口 市 美 蘭 機 場 辦 公 樓 三 樓 本 公 司 會 議 室 舉 行 股 東 週 年 大 會（「股東週年大會」），以 考 慮 及 酌 情 通 過 下 列 決 議 案。除 非 文 義 另 有 所 指，否 則 本 通 告 所 用 詞 彙 應 與 本 公 司 日 期 為 二零二五年四月十四日的通函所定義者具有 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他註冊證券商、 銀行經理、律師、專業會計師或其他專業顧問。 閣下如 已將名下之全部 海南美蘭國際空港股份有限公司 股 份 售出或轉讓，應立即將本通函及所附之 代表委任表格送交買主或其他承讓人或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交 買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示概不就因本通函全部或任何部分內容而產生或因倚賴該等內容 而引致之任何損失承擔任何責任。 海南美蘭國際空港股份有限公司 Hainan Meilan International Airport Company Limited* （在中華人民共和國註冊成立之股份有限公司） （股票代碼：357） 建議授出一般授權以發行股份 及 股東週年大會通告 董事會函件載於本通函第3至6頁。 本 公 司 謹 定 於 二 零 二 五 年 五 月 二 十 一 日（星 期 三）上 午 十 時 正 假 座 中 國 海 南 省 海 口 市 美 蘭 機 場 辦 公 樓 三樓本 ...

Financial Performance - Revenue for 2024 reached RMB 2,170,988, an increase of 4.09% compared to RMB 2,085,680 in 2023[21] - Gross profit surged to RMB 149,171 in 2024, representing a remarkable increase of 288.00% from RMB 38,446 in 2023[21] - Net loss attributable to shareholders increased to RMB 381,444 in 2024, a rise of 180.45% from RMB 136,009 in 2023[21] - Basic loss per share rose to RMB 0.81, up 179.31% from RMB 0.29 in 2023[21] - Net cash generated from operating activities improved to RMB 729,890, a 38.52% increase from RMB 526,936 in 2023[21] - Current ratio increased to 21% in 2024, up from 11% in 2023, indicating improved liquidity[21] - Gearing ratio slightly increased to 63.11% in 2024 from 62.70% in 2023[21] - EBITDA decreased to RMB 602,488, a decline of 25.08% from RMB 804,147 in 2023[21] Revenue Breakdown - Revenue from aviation business was RMB 1,081,102,941, an increase of 10.93% from 2023, while revenue from non-aviation business decreased by 1.91% to RMB 1,089,885,397[40] - Non-aviation business revenue for the year amounted to RMB 1,089,885,397, reflecting a year-on-year decrease of 1.91%, accounting for 50.20% of the Group's total revenue[56] - Franchise income decreased by 18.49% to RMB 507,297,738, while rental income increased by 28.33% to RMB 98,243,419, and VIP room income surged by 59.50% to RMB 62,565,676[57] Passenger and Cargo Statistics - Passenger throughput reached 26.8904 million, a 10.48% increase from 2023, with domestic passengers increasing by 7.69% and international passengers rising by 148.10%[29] - Aircraft takeoff and landing increased by 7.92% to 186,117 flights, with international flights seeing a significant rise of 131.01%[29] - Cargo and mail throughput grew by 19.69% to 209,336 tonnes, with international and regional cargo increasing by 261.07%[29] Operational Challenges and Recovery - The impact of super typhoon "Yagi" resulted in a loss of over 420,000 passengers in September 2024 alone, significantly affecting flight operations and tourist willingness to travel to Hainan[47] - The airport resumed regular operations on September 14, 2024, after a phased recovery following the typhoon's impact[47] - Domestic flight operations were restored to 70% and international flights to 100% shortly after the typhoon[114] Awards and Recognition - Major awards in 2024 included "Five-Star Airport" and "Best Regional Airport in China" granted by SKYTRAX[12] - The Meilan Airport Hotel received 17 honorary awards in 2024, including "Top 10 Brand Units in Hotel Industry" by Hainan Provincial Commerce Chamber[66] - Meilan Airport received a total of 119 awards in 2024, including 9 international awards, 24 national awards, and 64 industry awards, highlighting its commitment to high-quality passenger service[184][187] Future Plans and Developments - The company aims to leverage the positioning of Hainan Free Trade Port to enhance its airport services and expand market reach[7] - Future plans include re-conducting commercial planning for the terminal complex project to enhance shopping experience and commercial service quality[69] - In 2025, Meilan Airport will focus on improving operational efficiency through the Airport Operations Control Centre (AOCC) and collaborative mechanisms, aiming to enhance airport operational safety and efficiency[101] Technological Advancements - The data center of Meilan Airport was officially launched on 24 December 2024, designed to enhance data governance and services through big data technology[84] - The Smart Service Platform was developed to digitize passenger services, while the Training Management System provided diversified learning modes and intelligent assessment tools, laying a foundation for streamlined training management[85][88] Tourism and Economic Impact - In 2024, Hainan Province received a total of 97.2078 million domestic and foreign tourists, generating RMB204.014 billion in tourist expenditure, representing year-on-year increases of 8% and 12.5% respectively[142] - The visa-free entry policy in Hainan led to approximately 1.11 million inbound tourists in 2024, a significant year-on-year increase of 115.6%[144] - Hainan's tourism industry is set to focus on high-quality projects and international competitiveness, with plans to enhance the Island Tourism Highway and develop world-class tourist resorts[149] Infrastructure Developments - The Sanya-Ledong Tourist Railway commenced operations on November 16, 2024, spanning 108.78 km with a designed speed of 200 km/h, enhancing access to key tourist attractions[168] - The National Park of Hainan Tropical Rainforest Tourism Highway opened on December 19, 2024, with an investment of approximately RMB 5.969 billion, spanning 466 km and connecting multiple cities and counties[169] Strategic Partnerships - The establishment of the joint venture with Changi Airports International aims to enhance non-aeronautical business operations at Meilan Airport, including retail and dining services[183] - Meilan Airport entered into cooperation agreements with multiple domestic and international airlines to expand its aviation market and improve route layout[192][194]

Financial Performance - Total revenue for the year ended December 31, 2024, was RMB 2,170.99 million, a decrease of 5.5% compared to RMB 2,085.68 million in 2023[4] - Net loss for the year was RMB 366.25 million, compared to a net loss of RMB 168.63 million in 2023, representing a 117.5% increase in losses[4] - Loss attributable to equity holders of the parent was RMB 381.44 million, up from RMB 136.01 million in 2023[4] - The company reported a basic and diluted loss per share of RMB 0.81, compared to RMB 0.29 in 2023[6] - The company reported a net loss attributable to shareholders of RMB 381,444,206 for 2024, compared to a net loss of RMB 136,008,897 in 2023, indicating a significant increase in losses[26] Revenue Breakdown - Aviation business revenue increased to RMB 1,081.10 million, up 10.9% from RMB 974.62 million in the previous year[4] - Non-aeronautical revenue was RMB 1,089.89 million, a slight decrease from RMB 1,111.06 million in the previous year[4] - Total operating revenue for 2024 reached RMB 2,170,988,338, an increase from RMB 2,085,679,527 in 2023, representing a growth of approximately 4.1%[21] - The total revenue from the aviation business was RMB 1,081,102,941, reflecting a growth of 10.93% year-on-year[37] - Non-aviation business revenue decreased by 1.91% to RMB 1,089,885,397, accounting for 50.20% of total revenue[39] Cash Flow and Liquidity - Cash and cash equivalents increased significantly to RMB 541.08 million from RMB 203.65 million in 2023, indicating improved liquidity[8] - The company's net cash inflow from operating activities was RMB 729,889,550, a significant increase of 38.52% year-on-year[51] - The company completed a settlement of RMB 225 million (pre-tax) related to an arbitration case, which has now concluded[17] Assets and Liabilities - Total assets decreased to RMB 10,982.58 million from RMB 11,360.95 million in the previous year[8] - As of December 31, 2024, the company's current liabilities amounted to RMB 4.36 billion, exceeding current assets of RMB 3.42 billion[14] - The total liabilities of the company were RMB 6.93 billion, compared to RMB 7.12 billion in the previous year[14] - The company has a total equity of RMB 4.05 billion, down from RMB 4.24 billion in the previous year[14] - The company's total assets minus current liabilities stood at RMB 6.62 billion, compared to RMB 4.96 billion in the previous year[14] Operational Efficiency and Growth Strategies - The company is focusing on enhancing operational efficiency and exploring new market opportunities to drive future growth[5] - The company has launched multiple systems to enhance operational efficiency, including a smart energy management system and a smart service platform[61] - The company plans to enhance the commercial planning of the station front complex project, focusing on differentiated operations and improving shopping experiences[69] - The company aims to improve international flight networks by optimizing schedules and enhancing service quality, particularly in Southeast Asia and Oceania[89] Route and Network Expansion - The company has opened a total of 284 operating routes as of December 31, 2024, including 239 domestic routes and 39 international routes, with a total of 76 new routes launched during the year[35] - The company has signed cooperation agreements with multiple domestic and international airlines to enhance its route network and expand market presence[34] - The company plans to enhance its domestic route network, focusing on increasing wide-body aircraft utilization in key cities and expanding routes to popular tourist destinations[89] Shareholder and Governance Structure - As of December 31, 2024, the total issued share capital of the company is 473,213,000 shares, with 52% being domestic shares and 48% H-shares[103] - The company has a significant shareholder structure, with Haikou Meilan International Airport Co., Ltd. holding 237,500,000 shares, representing 96.43% of the issued domestic shares and 50.19% of the total equity[106] - The board of directors includes four independent non-executive directors as of December 31, 2024[117] - The company has consistently complied with the corporate governance code and has established a series of governance systems[119] Future Outlook and Plans - The company will implement more proactive macroeconomic policies to stimulate domestic demand and counter external uncertainties in 2025[84] - The year 2025 marks the conclusion of the "14th Five-Year Plan" and the operational commencement of the Hainan Free Trade Port[86] - The company aims to enhance safety management systems by focusing on safety first and improving regulatory effectiveness by 2025[90] - By 2025, the company plans to improve airport operational efficiency through the Airport Operations Control Centre and other collaborative mechanisms[91]