海南机场设施股份有限公司第十届董事会第三十七次会议决议公告

Core Viewpoint - Hainan Airport Facilities Co., Ltd. has approved the transfer of 90% equity in Sanya Airport Infrastructure Co., Ltd. for RMB 499.89 million, aiming to optimize asset structure and focus on core airport operations [7][11][26]. Group 1: Meeting Details - The 37th meeting of the 10th Board of Directors was held on December 25, 2025, with all 9 members present, confirming the legality and validity of the meeting [1]. - The board unanimously approved the proposal for the equity transfer of Sanya Airport Infrastructure Co., Ltd. [2][3]. Group 2: Transaction Overview - The full subsidiary, Hainan Island Airport Development Co., Ltd., will transfer 90% of its shares in Sanya Airport for RMB 499.89 million, retaining a 10% stake post-transaction [7][11]. - The transaction does not constitute a related party transaction or a major asset restructuring [8][12]. Group 3: Financial Assessment - The asset evaluation report indicated that the book value of Sanya Airport's equity was RMB 31.04 million, with an assessed value of RMB 55.54 million, resulting in an appreciation of RMB 24.50 million, or 78.91% [11][18]. - The agreed transfer price of RMB 499.89 million was reached after negotiations between the parties [18][19]. Group 4: Impact of the Transaction - The transaction is expected to enhance the company's asset quality and operational efficiency, with an anticipated investment return of approximately RMB 200 million [26]. - Post-transaction, Sanya Airport will no longer be included in the company's consolidated financial statements, and there will be no management changes or related party transactions [26][27].