Hainan Airlines Holding(SH:600221) Zheng Quan Zhi Xing·2025-06-18 11:19Core Viewpoint - Hainan Airlines Holding Co., Ltd. has received an inquiry letter from the Shanghai Stock Exchange regarding its major asset acquisition proposal, which involves purchasing 100% equity of Tianyu Flight Training Co., Ltd. from its wholly-owned subsidiary, Hainan Airport Development Industry Group Co., Ltd. The transaction price is set at 799 million yuan, constituting a significant asset restructuring [1]. Financial Performance - The target company's 2024 operating revenue is 385 million yuan, a decrease of 8.55% year-on-year, while net profit is 70 million yuan, down 62.17% year-on-year, indicating a decline in both revenue and profit [3]. - The target company's net assets as of December 31, 2024, are 665 million yuan, a reduction of 10.53% compared to the previous transaction benchmark date [3]. Accounts Receivable - Accounts receivable balance accounts for 108.83% of operating income, an increase of 16.89 percentage points year-on-year, with over 47.77% of accounts receivable aged over one year, up 10.39 percentage points from the previous year [2]. - The company is required to disclose the names, relationships, sales content, amounts, payment terms, and collection status of its top five customers, as well as the rationale for the high accounts receivable ratio [2]. Valuation and Pricing - The transaction price of 799 million yuan is based on a valuation using the income approach, which reflects a premium of 12.68% over the book net asset value of 665 million yuan as of December 31, 2019 [4]. - The premium primarily arises from the valuation increase of intangible assets [4]. Related Party Transactions - The company must clarify the involvement of related parties in the operations of the target company and whether this affects the independence of the target's operations [6]. - There is a need to assess the risk of uncollectible accounts receivable post-acquisition and the potential impact on the company's performance [7]. Cash Acquisition and Financial Structure - The company has a high debt ratio of 98.91% as of the end of 2024, significantly above the industry average, with total interest-bearing liabilities amounting to 619.14 billion yuan compared to cash and trading financial assets of only 11.91 billion yuan [7]. - The company is required to disclose the specific funding sources for the cash acquisition and assess whether this will impact its operational cash flow and debt repayment capabilities [7].