Hainan Airlines Holding(SH:600221) Zheng Quan Zhi Xing·2025-08-27 11:24Core Viewpoint - The response from Zhongwei Zhengxin (Beijing) Asset Appraisal Co., Ltd. addresses the inquiry from the Shanghai Stock Exchange regarding Hainan Airlines Holding Co., Ltd.'s major asset purchase proposal, focusing on the asset valuation and the rationale behind the pricing methods used in the transaction [1][2]. Valuation and Pricing - The previous transaction in June 2020 involved the transfer of 100% equity of the target company to Hainan Airport Facilities Co., Ltd. at a price of 749 million yuan, reflecting a premium of 12.68% over the net asset value of 665 million yuan as of December 31, 2019. The current transaction price is based on a valuation of 799 million yuan, which represents a 34.37% premium over the net asset value of 595 million yuan as of December 31, 2024 [1][9]. - The asset-based valuation for the current transaction is 752 million yuan, indicating a premium rate of 26.39%, primarily driven by the appreciation of intangible assets [1]. Financial Performance - The financial data for Tianyu Flight Training over the past five years shows fluctuating revenues, with a peak revenue of 421 million yuan in 2023 and a projected revenue of approximately 404 million to 409 million yuan for 2025, attributed to the addition of two new simulators [4][5]. - The gross profit margin has varied, with a notable increase to 41.04% in 2024, while the net profit has shown recovery from a significant loss of 414 million yuan in 2020 to a cumulative net profit of -71.03 million yuan by 2024 [4][8]. Intangible Assets - The intangible assets of Tianyu Flight Training include trademarks and domain names, which are crucial for business operations and revenue generation. The valuation of these intangible assets has significantly increased, contributing to the overall asset valuation in the current transaction [12][13]. Transaction Structure - The absence of performance compensation clauses in the transaction is justified by the regulatory framework, as the transaction does not involve a change in control and is negotiated based on market principles. However, a supplementary agreement has been established to include impairment compensation clauses to protect minority investors [10][11].