【导读】海航控股拟斥资8亿元，现金收购天羽飞训 中国基金报记者 南深 6月6日深夜，海航控股一口气发布29条公告，涉及一单重大资产收购。 公告显示，海航控股拟以支付现金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）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，交易金额为7.99亿元。公司称本次交易构成重大资产重组，但其不认为构成关联交易。 值得注意的是，本次交易尚需海航控股股东大会审议批准，并取得有关监管机构的审批、备案或同意后方可正式实施，交易能否实施存在不确定性。 标的公司业务集中度高 2024年净利润大幅下滑 资料显示，海航控股主要从事国际、国内（含港澳）航空客货邮运输业务，以及与航空运输相关的服务业务等。其中，定期、不定期航空客、货运输是公 司的主营业务。 根据中国交通运输部颁发的《大型飞机公共航空运输承运人运行合格审定规则》（CCAR-121部），公共航空运输企业飞行员、乘务员等特业人员初始、 转机型、升级训练及保持运行资格的定期复训、熟练检查等，均需经过模拟机训练。而天羽飞训正是一家提供飞行员及乘务员模拟机培训的企业，现为海 航控股模拟机训练服务供应商。 | r | ...

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].

Core Viewpoint - The company plans to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd. through a cash payment, which constitutes a major asset restructuring [1][2][3]. Group 1: Meeting Resolutions - The Supervisory Board unanimously approved the proposal regarding the company's compliance with major asset restructuring conditions [1][2]. - The proposal that the transaction does not constitute a related party transaction was also approved [1][2]. - The specific plan for the major asset restructuring was reviewed and approved, confirming that Hainan Tianyu Flight Training Co., Ltd. will become a wholly-owned subsidiary post-transaction [2][3]. Group 2: Transaction Details - The transaction will be executed through a cash payment for the 100% equity of Hainan Tianyu Flight Training Co., Ltd. [2][3]. - The transaction price will be determined based on the equity value assessment conducted as of December 31, 2024 [3]. - The transition period's profits will be enjoyed by the acquirer, while any losses will be borne by the seller [3][6]. Group 3: Compliance and Reporting - The company has prepared a major asset purchase report and its summary in accordance with relevant laws and regulations [7][12]. - The independent assessment of the transaction's compliance with regulatory requirements was confirmed, ensuring no abnormal trading conditions exist [11][12]. - The company has established confidentiality measures and a system to protect sensitive information related to the transaction [17]. Group 4: Financial Impact and Measures - The transaction is expected to have an impact on immediate returns, with commitments from management to implement measures to mitigate this effect [15][16]. - The company has conducted a self-examination of asset transactions in the past twelve months, confirming the necessity of this acquisition as part of its business strategy [16].

Group 1 - The company plans to acquire 100% equity of Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group for a total transaction amount of 799.07 million yuan [1] - Upon completion of the transaction, the company will hold 100% equity of Tianyu Flight Training, thereby gaining control and including it in the consolidated financial statements [1] - The transaction has been approved by the company's board and supervisory board during meetings held on June 6, 2025 [1] Group 2 - The transaction is subject to approval by the company's shareholders and relevant regulatory authorities before it can be officially implemented [2] - There is uncertainty regarding the implementation of the transaction, and all relevant information will be disclosed through designated media [2] - The company will continue to advance related work and fulfill information disclosure obligations in accordance with legal regulations [2]

Group 1 - The company intends to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd. through cash payment, constituting a major asset restructuring [1][2] - The board of directors confirms that all necessary legal procedures for the transaction have been completed in accordance with relevant laws and regulations, ensuring the legality and effectiveness of the procedures [2][3] - The board guarantees that the legal documents submitted for the transaction do not contain any false records, misleading statements, or significant omissions, and assumes legal responsibility for the authenticity, accuracy, and completeness of these documents [2][3] Group 2 - The company will continue to ensure the completion of other relevant legal procedures to comply with applicable laws, regulations, and its own articles of association regarding the transaction [3]