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中国国际航空股份有限公司 关于出售资产暨关联交易的公告

Core Viewpoint - China International Airlines plans to sell two Trent700 spare engines and one GTCP331-350C spare APU to China International Cargo Airlines for a total price of RMB 151.44 million (excluding tax) [2][4][18]. Group 1: Transaction Overview - The transaction involves the sale of two Trent700 spare engines and one GTCP331-350C spare APU, with a total price of RMB 151.44 million (excluding tax) [2][4]. - The buyer, China International Cargo Airlines, is indirectly controlled by the company's major shareholder, China Aviation Group, making this a related party transaction [2][4]. - The total amount of related party transactions with the same party in the past 12 months has not reached 5% of the company's latest audited net assets [2][4]. Group 2: Financial and Asset Details - The engines were manufactured in November and September 2006, and both have completed major repairs. The remaining usage cycles for the engines are 5,255 and 3,991, respectively [11]. - The book value of the two engines as of December 31, 2024, was RMB 163.60 million, while the unaudited book value as of June 30, 2025, was RMB 150.84 million [12]. - The asset evaluation conducted by Zhonglian Asset Appraisal Group determined the fair value of the assets to be RMB 151.44 million, reflecting a depreciation of RMB 24.47 million (13.91% depreciation rate) [14][16]. Group 3: Approval and Compliance - The transaction was approved by the company's seventh board of directors on July 29, 2025, with related directors abstaining from the vote [5][27]. - The transaction does not require approval from the shareholders' meeting or other regulatory bodies [7][24]. - The buyer, China International Cargo Airlines, has a strong financial position, with a net cash flow from operating activities of RMB 525.72 million and a net profit of RMB 578.76 million for the first quarter of 2025 [21]. Group 4: Impact on the Company - This transaction is expected to reduce the company's overall holding costs and improve asset utilization efficiency [22]. - The transaction price is based on the asset evaluation value and will not affect the company's independence or harm the interests of shareholders, particularly minority shareholders [22]. - The transaction does not involve management changes, personnel arrangements, or land leasing, and will not lead to new related transactions or competition in the same industry [22].