Hainan Airlines Holding(SH:600221) Zheng Quan Zhi Xing·2025-08-27 11:24Core Viewpoint - The legal opinion provided by Beijing Deheng Law Firm confirms that Hainan Airlines Holding Co., Ltd.'s cash purchase of assets complies with relevant laws and regulations, and there are no significant legal obstacles or risks affecting the transaction [6][16]. Group 1: Transaction Overview - The transaction involves Hainan Airlines Holding Co., Ltd. acquiring Hainan Tianyu Flight Training Co., Ltd. through a cash payment, with the share transfer agreement signed on August 27, 2025 [5]. - The transaction's evaluation report indicates a valuation difference of approximately 47.46 million RMB between the income approach and the asset-based approach [6]. - The approval and authorization processes for the transaction have been completed, ensuring compliance with legal requirements [7]. Group 2: Financial and Tax Considerations - Hainan Tianyu Flight Training Co., Ltd. benefits from a reduced corporate income tax rate of 15% under the Hainan Free Trade Port tax incentive policy, which has been extended until December 31, 2027 [8]. - The company has reported a minor proportion of related party transactions, with related purchases amounting to 100.43 million RMB, representing 1.26% of the operating costs for the first four months of 2025 [12]. Group 3: Corporate Governance and Management - Hainan Tianyu's governance structure allows for the participation of Hainan Airlines Group in daily operations, ensuring compliance with safety management standards [9][10]. - The management changes and operational oversight by Hainan Airlines Group are deemed necessary for maintaining safety and operational standards in flight training [10]. Group 4: Related Party Transactions - The related party transactions before and after the acquisition show minimal changes, with related purchases decreasing from 3.38% to 3.04% of operating costs, and related sales increasing slightly from 7.59% to 7.80% of operating income [13][14]. - The transactions are conducted at market prices, ensuring fairness and compliance with legal standards [12][14]. Group 5: Insider Information Compliance - The self-examination reports confirm that no insider trading occurred during the transaction period, with all parties adhering to legal and regulatory requirements [15][16]. - The independent financial advisor, Galaxy Securities, has established strict information barriers to prevent conflicts of interest and insider trading [16]. Group 6: Conclusion - The legal opinion concludes that the cash purchase of assets by Hainan Airlines Holding Co., Ltd. meets all legal and regulatory requirements, with no significant legal risks identified [16][18].