海航控股回复上交所问询：详解重大资产购买草案相关疑问

Core Viewpoint - HNA Holding has responded to the Shanghai Stock Exchange's inquiry regarding the major asset acquisition proposal, providing detailed explanations on the target company's main assets, profitability, valuation, related transactions, and transaction arrangements [1] Summary by Relevant Sections Target Company's Main Asset Situation - As of the end of 2024, the target company had accounts receivable of 419 million yuan, accounting for 79.77% of current assets, with accounts receivable representing 108.83% of operating income, an increase of 16.89 percentage points year-on-year [2] - The proportion of accounts receivable over one year reached 47.77%, up by 10.39 percentage points from the end of the previous year [2] - The decrease in operating cash recovery is attributed to factors such as reduced training hours and delayed payments from clients, with a significant portion of receivables settled through client bill discounting [2] Target Company's Profitability Analysis - The net profit attributable to the parent company from 2021 to 2024 was 79 million yuan, 9 million yuan, 185 million yuan, and 70 million yuan, indicating significant volatility [3] - In 2024, operating income was 385 million yuan, a decrease of 8.55% year-on-year, and net profit was 70 million yuan, down 62.17% year-on-year, primarily due to a decline in training hours [3] - The company attributes performance fluctuations to public health events, bankruptcy restructuring, and occasional asset disposals, asserting its capability for stable operations [3] Valuation Considerations - The previous transaction for 100% equity of the target company was priced at 749 million yuan, while the current transaction is priced at 799 million yuan, without performance compensation clauses [4] - The increase in valuation is justified by the recovery of flight training business post-bankruptcy restructuring, with the income approach reflecting the company's profitability [4] Related Transactions and Independence - The company and its affiliates accounted for 82.49% of the target company's revenue in 2024, with related party revenue making up 21.7% [5] - HNA Holding asserts that the involvement of related parties does not compromise the independence of the target company's operations [5] Transaction Arrangement Rationality - The company plans to acquire 100% equity of the target company for 799 million yuan in cash, with an asset-liability ratio of 98.91% at the end of 2024 [7] - The acquisition will be funded by the company's own funds, ensuring that it does not impact daily operations or increase financial pressure [7]