海航控股收购天羽飞训遭问询 被质疑交易作价合理性

Core Viewpoint - HNA Group's acquisition of 100% equity in Hainan Tianyu Flight Training Co., Ltd. has raised concerns from the Shanghai Stock Exchange regarding the reasonableness of the transaction price, especially given the decline in net assets [2][3] Group 1: Transaction Details - The transaction price was based on an asset-based valuation of 749 million yuan, which represents a 12.68% premium over the net asset value of 665 million yuan as of December 31, 2019 [2] - The price was also based on an income approach valuation of 799 million yuan, reflecting a 34.37% premium over the net asset value of 595 million yuan as of December 31, 2024 [2] - The net asset value of Tianyu Flight Training decreased by 10.53% from the previous transaction date, raising questions about the increase in valuation despite the decline in net assets [2] Group 2: Evaluation Methodology - HNA Group justified the use of the income approach for valuation by highlighting Tianyu Flight Training's flight training qualifications, strong instructor resources, and good training environment, as well as its long-term partnerships with several airlines [3] - The Shanghai Stock Exchange requested further details on the intangible assets contributing to the premium, including their names, purposes, procurement dates, and suppliers [3] Group 3: Financial Performance and Risks - Tianyu Flight Training's accounts receivable as of the end of 2024 amounted to 419 million yuan, representing 79.77% of current assets, and accounts receivable accounted for 108.83% of revenue, an increase of 16.89 percentage points from the previous year [4] - The company did not provision for bad debts under the aging method for accounts receivable, and the bad debt provisions for related parties significantly decreased [4] - The Shanghai Stock Exchange requested an explanation for the high accounts receivable to revenue ratio, the reasons for the decrease in cash collections, and any risks associated with the potential inability to recover accounts receivable [4]