炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 时隔两个多月7次延期回复后，海航控股对上交所问询函的回复姗姗来迟。 8月28日，海航控股披露对上交所《关于对海南航空控股股份有限公司重大资产购买草案的问询函》的 回复，同时调整了重大资产重组项目方案。 该收购方案一出炉，便引起了监管关注。 6月18日，上交所向海航控股下发问询函，要求说明未设置业绩补偿条款的原因及合理性等。 新增减值补偿条款 根据公告，海航控股对此前重大资产重组事宜进行调整。调整内容主要包括增加重大资产重组减值测试 及补偿安排相关内容，并对过渡期损益安排进行补充约定。 回溯此前公告，6月7日，海航控股披露重大资产购买报告书（草案），拟以现金7.99亿元收购海南机场 设施股份有限公司全资子公司海南空港开发产业集团有限公司（简称"空港集团"）持有的海南天羽飞行 训练有限公司（简称"天羽飞训"）100%股权。 在问询函中，上交所对海航控股资产负债率过高等问题进行关注，要求公司说明采用现金方式收购交易 的原因及合理性。 截至2024年末，海航控股短期借款、长期借款、一年内到期的非流动负债等有息负债余额合计619.14亿 元。其中 ...

海南航空控股股份有限公司（600221）8月28日在上海证券交易所网站披露《关于对上海证券交易所〈关于对海南航空控股股份有限公司重大资产购买草案的问询函〉回复的公告》，对6月18 应收账款"堰塞湖"：4.19亿元占流动资产近八成，关联回款风险可控 草案披露，截至2024年末天羽飞训应收账款余额4.19亿元，占流动资产比例79.77%，占当期营业收入108.83%，其中账龄一年以上款项占比47.77%。上交所要求说明是否存在回款风险及减值 盈利波动、评估溢价与关联交易：独立财务顾问称交易定价合理 2021—2024年，天羽飞训归母净利润分别为0.79亿元、0.09亿元、1.85亿元、0.7亿元，波动明显；2024年营业收入3.85亿元、同比下降8.55%，模拟机及乘务培训课时均减少。公司解释称 责任编辑：AI观察员 ...

Core Viewpoint - Hainan Airlines Holding Co., Ltd. plans to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. for 799 million yuan, aiming to integrate aviation training into its business model, creating a dual focus on "air passenger transport + aviation training" [1] Group 1: Accounts Receivable and Risk Management - As of the end of 2024, Tianyu Flight Training's accounts receivable will amount to 419 million yuan, representing 79.77% of current assets and 108.83% of revenue, with over 47.77% of the receivables aged over one year [2] - The company states that accounts receivable are concentrated among clients such as Capital Airlines and Tianjin Airlines, with overdue payments primarily due to the delayed recovery of the civil aviation industry and issues related to HNA Group's bankruptcy restructuring [2] - HNA Group has provided a commitment letter to cover overdue receivables from affiliated airlines, which is expected to significantly reduce the provision for bad debts [2] Group 2: Profitability and Valuation - Tianyu Flight Training's net profit from 2021 to 2024 shows significant fluctuations, with figures of 79 million yuan, 9 million yuan, 185 million yuan, and 70 million yuan respectively, and a projected revenue of 385 million yuan in 2024, down 8.55% year-on-year [3] - The company attributes profit volatility to the impact of public health events, one-time effects from bankruptcy restructuring, and the release of pent-up demand in 2023 [3] - The acquisition is valued at 799 million yuan, representing a 34.37% premium over the book net asset value of 595 million yuan, with the premium mainly arising from intangible assets and future income discounting [3] Group 3: Related Transactions and Financial Impact - In 2024, 82.49% of Tianyu Flight Training's revenue will come from HNA Group airlines, with 21.7% from affiliates outside HNA Holdings' consolidation scope [3] - Independent directors have confirmed that training prices align with market fair prices, and the company plans to reduce reliance on related parties through market-based bidding and expanding third-party clients post-acquisition [3] - The acquisition will be funded entirely through self-owned funds and bank credit, without increasing interest-bearing liabilities or affecting daily operational cash flow [3]

Core Insights - The aviation and airport sector saw a slight increase of 0.39% on August 28, with Baiyun Airport leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Stock Performance - Baiyun Airport (600004) closed at 9.94, up 1.02% with a trading volume of 289,200 shares and a turnover of 286 million yuan [1] - China Eastern Airlines (600115) closed at 4.15, up 0.97% with a trading volume of 1,051,800 shares and a turnover of 43.5 million yuan [1] - HNA Holding (600221) closed at 1.58, up 0.64% with a trading volume of 5,617,700 shares and a turnover of 887 million yuan [1] - Shenzhen Airport (000089) closed at 7.21, up 0.42% with a trading volume of 224,900 shares and a turnover of 162 million yuan [1] - Shanghai Airport (600009) closed at 32.65, up 0.40% with a trading volume of 159,000 shares and a turnover of 519 million yuan [1] - China National Aviation (601111) closed at 7.55, up 0.40% with a trading volume of 718,000 shares and a turnover of 538 million yuan [1] - Xiamen Airport (600897) closed at 14.94, up 0.34% with a trading volume of 29,500 shares and a turnover of 43.81 million yuan [1] - China Southern Airlines (600029) closed at 6.03, up 0.33% with a trading volume of 654,400 shares and a turnover of 393 million yuan [1] - Spring Airlines (601021) closed at 54.00, unchanged with a trading volume of 62,700 shares and a turnover of 337 million yuan [1] - Juneyao Airlines (603885) closed at 12.54, down 0.08% with a trading volume of 209,000 shares and a turnover of 262 million yuan [1] Capital Flow - The aviation and airport sector experienced a net outflow of 232 million yuan from institutional investors, while retail investors saw a net inflow of 219 million yuan [2] - The detailed capital flow for individual stocks shows varying trends, with some stocks experiencing significant outflows from institutional investors [3] Individual Stock Capital Flow - Shenzhen Airport (000089) had a net outflow of 30.91 million yuan from institutional investors, with a retail net inflow of 22.64 million yuan [3] - Juneyao Airlines (603885) had a net inflow of 3.39 million yuan from institutional investors, but a net outflow of 10.06 million yuan from retail investors [3] - China National Aviation (601111) saw a net outflow of 8.40 million yuan from institutional investors, with a retail net inflow of 7.28 million yuan [3] - China Eastern Airlines (600115) had a net outflow of 37.44 million yuan from institutional investors, with a retail net inflow of 22.91 million yuan [3]

每经头条（nbdtoutiao）——世界首例基因编辑猪肺成功移植人体 对话主要参与者：距离临床应用还有 多远？ （记者 张喜威） 每经AI快讯，海航控股8月28日发布公告称，公司第十届第四十三次董事会会议于2025年8月27日以通 讯方式召开。会议审议了《关于本次交易相关的审计报告、备考审阅报告的议案》等文件。 ...

Core Viewpoint - HNA Holding has responded to the Shanghai Stock Exchange's inquiry regarding the major asset acquisition proposal, providing detailed explanations on the target company's main assets, profitability, valuation, related transactions, and transaction arrangements [1] Summary by Relevant Sections Target Company's Main Asset Situation - As of the end of 2024, the target company had accounts receivable of 419 million yuan, accounting for 79.77% of current assets, with accounts receivable representing 108.83% of operating income, an increase of 16.89 percentage points year-on-year [2] - The proportion of accounts receivable over one year reached 47.77%, up by 10.39 percentage points from the end of the previous year [2] - The decrease in operating cash recovery is attributed to factors such as reduced training hours and delayed payments from clients, with a significant portion of receivables settled through client bill discounting [2] Target Company's Profitability Analysis - The net profit attributable to the parent company from 2021 to 2024 was 79 million yuan, 9 million yuan, 185 million yuan, and 70 million yuan, indicating significant volatility [3] - In 2024, operating income was 385 million yuan, a decrease of 8.55% year-on-year, and net profit was 70 million yuan, down 62.17% year-on-year, primarily due to a decline in training hours [3] - The company attributes performance fluctuations to public health events, bankruptcy restructuring, and occasional asset disposals, asserting its capability for stable operations [3] Valuation Considerations - The previous transaction for 100% equity of the target company was priced at 749 million yuan, while the current transaction is priced at 799 million yuan, without performance compensation clauses [4] - The increase in valuation is justified by the recovery of flight training business post-bankruptcy restructuring, with the income approach reflecting the company's profitability [4] Related Transactions and Independence - The company and its affiliates accounted for 82.49% of the target company's revenue in 2024, with related party revenue making up 21.7% [5] - HNA Holding asserts that the involvement of related parties does not compromise the independence of the target company's operations [5] Transaction Arrangement Rationality - The company plans to acquire 100% equity of the target company for 799 million yuan in cash, with an asset-liability ratio of 98.91% at the end of 2024 [7] - The acquisition will be funded by the company's own funds, ensuring that it does not impact daily operations or increase financial pressure [7]

Group 1 - Meilan Airport (00357) announced the signing of a main equity transfer agreement and a supplementary equity transfer agreement with Hainan Airlines Holding (600221) for the transfer of 100% equity in Tianyu for approximately RMB 799 million [1] - Following the transfer of Tianyu, Hainan Airport Development will no longer hold any equity in Tianyu, which is expected to generate an investment income of approximately RMB 203 million for the sole shareholder of Hainan Airport Development [1] - Hainan Airport Development and Hainan Airlines Holding plan to sign a capital increase agreement to inject approximately RMB 2.4016 billion into Hainan Technology, enhancing their financial strength and optimizing capital structure [1] Group 2 - Hainan Airlines Holding views Tianyu as a crucial support enterprise for its operations, responsible for training over half of its aviation-related personnel, which will enhance its core aviation transport business and reduce operational costs [2] - The capital increase is expected to strengthen the business cooperation with local base airlines and enhance sustainable development capabilities [2] - Hainan Airport Development and Hainan Airlines Holding are optimistic about the future development potential of Hainan Technology, believing that the capital increase will improve its financing capabilities and production capacity [2]

Group 1 - Meilan Airport (00357) announced the transfer of 100% equity of Tianyu to HNA Holding for approximately RMB 799 million, with the completion expected to enhance resource allocation and focus on core airport operations [1] - After the transfer, Meilan Airport expects to gain an investment return of approximately RMB 203 million, subject to final audited financial reports [1] - HNA Holding views Tianyu as a crucial support enterprise for its operations, responsible for training over half of its aviation-related personnel, which will help improve its aviation supply chain and reduce operational costs [2] Group 2 - Both Meilan Airport and HNA Holding plan to inject approximately RMB 2.4016 billion into HNA Technology, enhancing its financial strength and optimizing its capital structure [1][2] - The capital injection is expected to lower the asset-liability ratio and improve financing capabilities, providing funding assurance for increased production capacity [2] - The sole shareholder of Meilan Airport believes that the capital increase will strengthen business cooperation with local airlines and enhance sustainable development capabilities [2]

（编辑 李家琪） 证券日报网讯 8月27日晚间，海南机场发布公告称，公司全资子公司海南空港开发产业集团有限公司拟 将持有的海南天羽飞行训练有限公司100%股权以人民币79，907.00万元的价格转让至海南航空控股股 份有限公司，本次股权转让完成后，海南空港将不再持有天羽飞训的股权。经交易双方友好协商，海南 空港与海航控股签署《股权转让补充协议》，对本次交易方案进行调整，主要增加对标的公司减值测试 及补偿安排相关内容，并对过渡期损益安排进行补充约定。本次签署补充协议事项已经公司第十届董事 会第三十四次会议审议通过，无需提交公司股东会审议批准。 ...

临时公告 证 券 代 码 ： 600221、 900945 股 票 简 称 ： 海 航 控 股 、海 控 B股 编 号 ： 临 2025-072 海南航空控股股份有限公司 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持有的海南天羽 飞行训练有限公司 100.00%股权。公司董事会同意交易双方签署《股权转让补充协议》， 对本次交易方案进行调整，主要增加重大资产重组减值测试及补偿安排相关内容，并 对过渡期损益安排进行补充约定。具体内容详见公司同日披露在上海证券交易所网站 （编号：临 2025-074） （www.sse.com.cn）的《关于重大资产重组项目方案调整的公告》 第十届董事会第四十三次会议决议公告 表决结果：赞成 12 票，反对 0 票，弃权 0 票。 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 该事项尚需提交公司股东大会审议。 会第四十三次会议以通讯方式召开，应参会董事 12 名，实际参会董事 12 名，符合《中 华人民共和国公司法》和《海南航空控股股份有限公司章程》的有关规定。会议审议 并通过如下议案 ...