1 上市公司并购重组财务顾问专业意见附表 第 2 号——重大资产重组 | 上市公司名称 | 中国银河证券股份有 海南航空控股股份有限公司 独立财务顾问名称 | | | --- | --- | --- | | | 限公司 | | | 证券简称 | 海航控股、海控B股 证券代码 600221 900945 | | | 交易类型 | 购买 √ 出售 □ 其他方式 □ | | | 交易对方 | 海南空港开发产业集团有限公司 是否构成关联交易 是 □ 否 √ 上市公司拟以支付现金的方式购买海南空港开发产业集团有限公司（以下简称"空 | | | | 港集团"）所持有的海南天羽飞行训练有限公司（以下简称"天羽飞训"）100%股权 | | | | （以下简称"本次交易"）。根据中威正信资产评估有限公司出具的（资产评估报告） | | | | （中威正信评报字（2025）第 | | | | 天羽飞训 100%股权作价为 79,907.00 万元。 | | | | 亿元。云翔教育与天羽飞训 （以下简称"云翔教育"）100%股权，交易作价 10.00 | | | | 额占海航控股资产净额的 77.90%，超过上市公司资产净额的 50 ...

Core Viewpoint - Hainan is enhancing its transportation policies to create a modern comprehensive transportation system, facilitating international trade and connectivity with the world [4][14]. Transportation Policy and Infrastructure - Hainan has implemented a highly open transportation policy, establishing 60 stable international and domestic shipping routes from Yangpu Port, creating a new pattern of connectivity [4][10]. - The island's three major airports have restored and opened nearly 70 international passenger and cargo routes, significantly improving global access [4][10]. Air Travel Expansion - Hainan has increased the frequency of flights between Haikou and Kuala Lumpur to 8 weekly flights, and between Haikou and Hong Kong to 35 weekly flights, catering to growing trade and tourism demands [5][7]. - The first direct flight from Haikou to London commenced on May 7, reducing travel time by approximately 4.5 hours compared to previous routes [6][7]. Shipping and Maritime Development - The "China Yangpu Port" welcomed its 60th international vessel, marking a significant milestone in Hainan's maritime development [9][10]. - The port's registration system has attracted international shipping companies, benefiting from zero tariffs on transportation tools and export tax rebates, effectively reducing shipping costs by over 11% [9][10]. Economic Impact and Trade Growth - Hainan's exports of lychee have reached over 53 million yuan, with significant shipments to countries like the UAE, Canada, and Spain, showcasing the effectiveness of improved transportation networks [12][13]. - The province's economic openness has increased, with foreign investment growing at an average annual rate of 36%, and trade in goods and services increasing by 21.9% and 20.8% respectively [13][14].

Core Viewpoint - Hainan Airlines has launched a pet-friendly flight service, allowing pet owners to travel with their pets in the cabin, reflecting a growing demand for more accommodating travel options for pet owners [3][4][5] Group 1: Service Overview - The recent pet charter flight from Xi'an to Urumqi marks the third operation of Hainan Airlines' pet-friendly service, catering to 40 pet owners and 23 pets [1] - The service includes comprehensive support for pet owners, such as dedicated check-in areas and staff trained in pet care, ensuring a comfortable travel experience for both pets and their owners [3][4] Group 2: Service Features - Hainan Airlines has implemented a "Pet Cabin Care Service," allowing pets to sit beside their owners during the flight, with fewer restrictions on pet types, numbers, and weights [5] - The airline has expanded its service coverage to 32 airports, including major cities like Beijing, Shanghai, and Guangzhou, and has introduced an online reservation system for convenience [4] Group 3: Customer Reception and Recognition - The innovative pet-friendly service has received positive feedback from pet owners and was awarded the "Innovation Award" at the 8th CAPSE Civil Aviation Innovation Competition [3] - Recent enhancements include a "Pet Seat Reservation" service, allowing pets to have their own seats and increasing the size limit for pet carriers by 10 centimeters, further improving the travel experience [4]

Core Viewpoint - HNA Group plans to invest 799 million yuan to acquire 100% equity of Tianyu Flight Training from Hainan Airport Development Industry Group, marking a significant asset restructuring [4][5] Group 1: Acquisition Details - The acquisition amount is set at 799 million yuan, and it is classified as a major asset restructuring but not as a related party transaction [4][6] - The transaction requires approval from HNA Group's shareholders and relevant regulatory bodies, introducing uncertainty regarding its implementation [4][5] Group 2: Business Overview - HNA Group primarily engages in domestic and international air passenger and cargo transportation, along with related services [4] - Tianyu Flight Training specializes in simulator training for pilots and crew members, serving as a training resource supplier for HNA Group [4][5] Group 3: Financial Performance - Tianyu Flight Training's revenue heavily relies on HNA Group, with 95.82% and 97% of its total sales coming from the top five clients in 2023 and 2024, respectively [5] - The company reported revenues of 421 million yuan in 2023 and 385 million yuan in 2024, with net profits dropping from 185 million yuan to approximately 70 million yuan, reflecting a decline of over 60% in net profit for 2024 [5][6] Group 4: Debt and Financial Health - HNA Group's debt ratio remains high, at 98.82% in 2023 and 98.91% in 2024, exceeding the industry average, which may negatively impact its financing and operational capabilities [8] - The company's market value has significantly decreased, from approximately 300 billion yuan at its peak to 58.34 billion yuan, a drop of over 80% [8]

Summary of Key Points Core Viewpoint - HNA Holding (600221) has maintained its stock price at 1.35 CNY as of June 6, 2025, with a total market capitalization of 58.341 billion CNY, ranking 5th in the aviation and airport sector and 231st among all A-shares [1]. Company Announcements - HNA Holding has provided a guarantee of up to 60 million USD for its subsidiary, Xiangpeng Airlines, with an actual guarantee balance of 2.093 billion CNY [1]. - The guarantee includes an irrevocable joint liability for all debts owed by Xiangpeng Airlines to Tianjin Yujin Aircraft Leasing Co., including rent, leasing deposits, and default interest [1]. - As of December 31, 2024, Xiangpeng Airlines reported total assets of 16.312 billion CNY, net assets of -4.556 billion CNY, operating income of 8.213 billion CNY, and a net loss of 617 million CNY [1]. - HNA Holding holds a 90.75% equity stake in Xiangpeng Airlines, which is under the company's absolute control regarding management and financial status, indicating that the guarantee risk is manageable [1]. - The total guarantee balance provided by the company to its subsidiaries is 2.488 billion CNY, which accounts for 109.47% of the audited net assets attributable to the parent company for 2024 [1].

Company Overview - Hainan Airlines Holding Co., Ltd. was established on October 18, 1993, by Hainan Airlines and several other entities, with its registered location in Haikou, Hainan Province, China [1][2] - The company is primarily engaged in civil aviation transportation, providing domestic and international passenger and cargo transport services, along with related services [1][2] Financial Statements - The reviewed financial statements include the consolidated balance sheets as of December 31, 2024, and December 31, 2023, as well as the consolidated income statements for the years 2024 and 2023 [1] - The financial statements are prepared based on the assumption that the major asset restructuring will be approved by the shareholders' meeting [3][4] Major Asset Restructuring - The company plans to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. (Tianyu Flight Training) from Hainan Airport for a cash consideration of 799,070 thousand RMB [2][3] - Tianyu Flight Training, established in November 2015, specializes in training services for pilots and cabin crew [2] Accounting Policies - The financial statements are prepared in accordance with the Chinese Accounting Standards, reflecting the company's financial position and operating results accurately [4][5] - The company uses the weighted average method for inventory cost calculation and recognizes impairment losses when the cost exceeds the net realizable value [24][35] Financial Instruments - Financial instruments are classified into categories based on the company's management objectives and cash flow characteristics, including those measured at amortized cost and those measured at fair value [16][17] - The company recognizes expected credit losses for financial assets based on historical experience and current economic conditions [18][19] Fixed Assets - Fixed assets include buildings, aircraft, and other equipment, initially measured at cost and depreciated over their useful lives using the straight-line method [34][35] - The estimated useful lives and depreciation rates for various fixed assets are specified, with buildings having a useful life of 40 years and aircraft engines 20 years [35]

Core Viewpoint - The establishment of the Strategic Committee aims to enhance the core competitiveness of Hainan Airlines and improve the quality of major investment and capital operations decisions [1][2]. Group 1: General Provisions - The Strategic Committee is a specialized working body under the Board of Directors, responsible for researching and proposing suggestions on the company's medium to long-term development strategies, investment strategies, and major capital operations [1][2]. - The committee consists of five or more current directors, including at least one independent director [1][2]. Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on the company's strategic development, major investment financing plans, capital operations projects, and significant operational projects such as aircraft procurement [2][5]. - The committee is also tasked with checking and evaluating the implementation of these matters and providing opinions on the results [2][5]. Group 3: Meeting Rules - The Strategic Committee holds regular meetings twice a year and can convene temporary meetings as needed, with a five-day notice required for regular meetings [3][4]. - A quorum of three-fifths of the committee members is required for meetings, and decisions must be approved by a majority of the members present [4][5]. Group 4: Documentation and Confidentiality - Meeting records must be kept for at least ten years, and all attendees are bound by confidentiality obligations regarding meeting matters [6][7]. - Any violations of confidentiality will lead to investigations and potential disciplinary actions against the offending members [6][7].

Core Viewpoint - Hainan Airlines Holding Co., Ltd. is undergoing a cash transaction to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd. The special audit report by Wuyige Certified Public Accountants LLP confirms the compliance and operational integrity of Hainan Airlines over the past three years [1][2]. Group 1: Compliance and Commitments - The audit confirms that Hainan Airlines has fulfilled its public commitments since its listing, with no irregularities noted [1][2]. - The company has not engaged in any violations regarding fund occupation or external guarantees by its controlling shareholders or related parties in the last three years [2][3]. Group 2: Regulatory Actions and Penalties - Hainan Airlines received administrative penalties from the China Securities Regulatory Commission (CSRC) for failing to disclose non-operating related transactions and guarantees, resulting in warnings and fines totaling 2 million yuan [2][3]. - The company has not faced criminal penalties or significant regulatory actions beyond the aforementioned administrative penalties [2][3]. Group 3: Financial Performance and Accounting Practices - The audit indicates that Hainan Airlines' financial performance over the last three years is authentic, with no evidence of fictitious transactions or profit manipulation [2][3]. - There have been no significant changes in accounting policies or errors that would indicate a "big bath" accounting practice, and all asset impairment provisions have been made in accordance with accounting standards [3][4]. Group 4: Asset Evaluation and Transaction Details - The transaction does not involve any asset disposals, and the evaluation methods and assumptions used for the acquisition are deemed reasonable and aligned with the actual operational conditions of the assets [4][5].

Core Viewpoint - The independent directors of Hainan Airlines Holdings Co., Ltd. have reviewed and approved the company's proposed cash acquisition of 100% equity in Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd., confirming that the transaction complies with relevant laws and regulations [1][2][8] Group 1: Compliance and Feasibility - The transaction meets the conditions for major asset restructuring as outlined in the Company Law and Securities Law of the People's Republic of China [1] - The transaction constitutes a major asset restructuring but does not qualify as a restructuring listing [2] - The transaction does not involve related party transactions as per the Shanghai Stock Exchange regulations [2] Group 2: Disclosure and Protection of Interests - The draft major asset purchase report is accurate and complete, detailing necessary legal procedures and disclosing relevant risks to protect the interests of the company and investors [2] - The transaction price will be based on an evaluation report from a qualified asset appraisal agency, ensuring fairness and compliance with legal standards [2][6] Group 3: Impact on Company and Shareholders - The transaction is expected to enhance the company's asset quality and scale, improve market competitiveness, and contribute to sustainable profitability and long-term development [3][8] - There have been no abnormal fluctuations in the company's stock price prior to the transaction announcement, indicating stability [3] Group 4: Evaluation and Independence - The independent evaluation agency has been confirmed to have no conflicts of interest with the company or the transaction parties, ensuring the independence of the evaluation [6] - The evaluation assumptions and methods used are deemed reasonable and relevant to the transaction's objectives, leading to a fair pricing conclusion [6] Group 5: Confidentiality and Investor Protection - The company has implemented strict confidentiality measures during the planning and execution of the transaction, adhering to regulatory requirements [7] - Measures have been taken to mitigate any potential dilution of immediate returns for shareholders, aligning with guidelines for protecting minority investors [7]

Core Viewpoint - The special legal opinion issued by Beijing Deheng Law Firm confirms that Hainan Airlines Holding Co., Ltd. has established and executed an insider information registrant system in compliance with relevant laws and regulations [1][4]. Group 1: Insider Information Registrant System Development - The company has developed an insider information registrant system in accordance with the Company Law, Securities Law, and relevant disclosure management regulations [4]. - The system clearly defines the scope of insider information and registrants, management procedures, trading restrictions, and penalties [4]. - The insider information registrant management system was publicly announced on March 22, 2022 [4]. Group 2: Execution of the Insider Information Registrant System - The company has implemented necessary confidentiality measures during the planning of the transaction, limiting the knowledge of sensitive information to a defined group [5]. - Insider registrants related to the transaction have been documented, and the list has been reported to the Shanghai Stock Exchange in a timely manner [5]. - All intermediary institutions involved in the transaction have signed confidentiality agreements to prevent the disclosure of sensitive information to unrelated third parties [5]. Group 3: Conclusion - The legal opinion concludes that the company has complied with the Securities Law and relevant regulations in establishing and executing the insider information registrant system [5].