临时公告 关于2025年第三次临时股东大会延期并增加临时 提案的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、 股东大会有关情况 | | 股份类别 | 股票代码 | | 股票简称 | 股权登记日 | | 最后交易日 | | --- | --- | --- | --- | --- | --- | --- | --- | | | Ａ股 | 600221 | 海航控股 | | 2025/8/25 | － | | | | Ｂ股 | 900945 | B 海控 | 股 | 2025/8/28 | 2025/8/25 | | | 二、 | 股东大会延期和增加临时提案的情况说明 | | | | | | | 证券代码：600221 、900945 证券简称：海航控股 、海控 B 股 公告编号：2025-077 海南航空控股股份有限公司 本次临时股东大会的延期召开符合《上市公司股东大会规则》和《上海证券 交易所股票上市规则》等相关法律法规以及《海南航空控股股份有限公司章程》 等相关规定。 临时公告 （二） 增加临时提案的情况说明 公 ...

Core Viewpoint - The company plans to acquire at least 51% of Zhejiang Jiali Industrial Co., Ltd. to gain control, aiming for significant asset restructuring and enhancing profitability and asset quality [3][4]. Group 1: Acquisition Details - The acquisition will be executed through cash payment for share transfer and capital increase, with specific transaction methods and counterparties still under discussion [4]. - Jiali Co. is a well-known domestic automotive lighting manufacturer, engaged in the R&D, design, manufacturing, and sales of automotive lights, with projected revenues of 2.68 billion yuan and 1.32 billion yuan for 2024 and the first half of 2025, respectively [3][4]. - The acquisition is expected to elevate Jiali Co. to a subsidiary of the listed company, included in the consolidated financial statements post-transaction [3]. Group 2: Company Background - The company is a comprehensive high-tech enterprise focused on R&D, production, sales, and service in the general lighting and automotive components industry, with a product range that includes civilian and commercial lighting products [4]. - The latest semi-annual report indicates that the company achieved a revenue of 2.15 billion yuan in the first half of 2025, reflecting a year-on-year growth of 0.4%, while net profit decreased by 19.66% [4]. Group 3: Strategic Implications - Successful completion of the acquisition is anticipated to enhance the company's operational scale and performance, strengthening its second growth curve and core competitiveness [5]. - The transaction will necessitate higher standards in operational, financial, and strategic management, prompting the company to improve human resource allocation and overall operational capabilities [5].

海南天羽飞行训练有限公司 审计报告 众环审字[2025]1700093 号 海南天羽飞行训练有限公司 财务报表附注 海南天羽飞行训练有限公司 财务报表附注 （除特别说明外，金额单位为人民币元） 一、公司基本情况 （一）基本情况 海南天羽飞行训练有限公司（以下简称"本公司"或"公司"）于2015年11月经 海南省市场监督管理局注册成立，取得了统一社会信用代码为91460000MA5RC58008 的营业执照。本公司注册地址和办公地址均为海南省海口市琼山区龙塘镇潭口村。 本公司及子公司（统称"本集团"）主要从事飞行员、乘务员等与航空相关人 员的培训服务。 （二）重大资产重组情况概述 海南航空控股股份有限公司（以下简称"海航控股"）拟受让海南空港开发产 业集团有限公司（以下简称"海南空港"）持有的海南天羽飞行训练有限公司（以 下简称"天羽飞训"）100%股权。 二、财务报表的编制基础 本财务报表仅为上述"一、公司基本情况"中所述的拟实施的重大资产重组交 易之参考目的编制，仅供本公司向上海证券交易所等机构报送重大资产重组申报材 料之用，不做其他用途。 鉴于以上特殊编制目的，本财务报表2025年1-4月、2024年度和 ...

中国银河证券股份有限公司 关于海南航空控股股份有限公司本次交易 摊薄即期回报情况及填补措施的核查意见 根据《国务院办公厅关于进一步加强资本市场中小投资者合法权益保护工作 的意见》（国办发[2013]110 号）、《国务院关于进一步促进资本市场健康发展 的若干意见》（国发[2014]17 号）以及《关于首发及再融资、重大资产重组摊薄 即期回报有关事项的指导意见》（中国证券监督管理委员会公告[2015]31 号）等 相关规定，中国银河证券股份有限公司（以下简称"独立财务顾问"、"银河证 券"）受海南航空控股股份有限公司（以下简称"公司"或"上市公司"）委托， 担任本次上市公司重大资产购买（以下简称"本次交易"）的独立财务顾问，就 本次交易对上市公司即期回报摊薄的影响进行了认真、审慎、客观的核查。核查 的具体情况如下： 一、本次交易对上市公司每股收益的影响 根据上市公司 2024 年度审计报告、2025 年 1-4 月财务报表（未经审计）以 及上市公司 2024 年度、2025 年 1-4 月备考审阅报告，本次交易前后上市公司的 主要财务数据比较如下： | 项目 | | 交易后 | | 交易后 | | | --- ...

Group 1 - Hainan Airlines Holdings Co., Ltd. is planning a significant asset restructuring and has disclosed the draft asset purchase report on June 7, 2025 [1] - The independent financial advisor for the restructuring project is China Galaxy Securities Co., Ltd. [1] - The signing accountants for the project have changed from Li Hui and Cui Xiurong to Cui Xiurong and Su Wenjuan due to Li Hui's signing period expiring after five years [1] Group 2 - Su Wenjuan has been engaged in listed audit services since 2014 and became a Chinese certified public accountant in 2017, possessing extensive experience in the field [1] - Both Cui Xiurong and Su Wenjuan have agreed to assume their respective responsibilities and have committed to the authenticity, accuracy, and completeness of the documents they sign [2] - The independent financial advisor has reviewed the special report issued by Cui Xiurong and Su Wenjuan, confirming that they have fulfilled their due diligence obligations and that the changes will not adversely affect the transaction [2]

Core Viewpoint - The company, Debang Lighting, plans to initiate a significant asset restructuring to optimize its industrial structure and enhance profitability and asset quality [2][6]. Group 1: Transaction Details - On August 27, Debang Lighting announced its intention to acquire at least 51% of Zhejiang Jiali (Lishui) Industrial Co., Ltd. (referred to as "Jiali Co.") through cash payments for share acquisition and capital increase [5][6]. - Jiali Co. is a New Third Board listed company specializing in the research, design, manufacturing, and sales of automotive lighting products, with projected revenues of 2.68 billion yuan and 1.32 billion yuan for 2024 and the first half of 2025, respectively [5][6]. - The transaction is still in the planning stage, with specific transaction methods, counterparties, and acquisition ratios yet to be determined [6][7]. Group 2: Strategic Implications - If the transaction is successfully completed, Debang Lighting will gain control over Jiali Co., which is expected to enhance the company's operational scale and performance, thereby strengthening its second growth curve and core competitiveness [7]. - The transaction will require higher standards in operational management, financial management, and strategic planning, prompting the company to improve human resource allocation and overall operational capabilities [7].

Group 1 - The company, Debang Lighting, plans to initiate a significant asset restructuring to optimize its industrial structure and enhance profitability and asset quality [1][2] - The company intends to acquire at least 51% of Zhejiang Jiali Industrial Co., Ltd. (Jiali Shares) through cash transactions, which will grant it control over Jiali Shares [1][2] - Jiali Shares is a well-known domestic automotive lighting manufacturer, specializing in the research, design, manufacturing, and sales of automotive lamps [1][2] Group 2 - The projected revenues for Jiali Shares are 2.68 billion yuan and 1.32 billion yuan for 2024 and the first half of 2025, respectively, with net profits of 87.96 million yuan and 30.25 million yuan [1] - The transaction is currently in the planning stage, with a signed letter of intent, but specific transaction methods and acquisition ratios still require further discussion and negotiation [2] - If the transaction is successfully completed, it will enhance the company's operational scale and performance, strengthening its core competitiveness and sustainable development capabilities [3]

Group 1 - The company, Debang Lighting (603303), plans to initiate a major asset restructuring to optimize its industrial structure and enhance profitability and asset quality [1][2] - The company intends to acquire at least 51% of Zhejiang Jiali (Lishui) Industrial Co., Ltd. (referred to as "Jiali Co.") through cash transactions, which will grant control over Jiali Co. [1][2] - Jiali Co. is a well-known domestic automotive lighting manufacturer in China, specializing in the research, design, manufacturing, and sales of automotive lamps [1][2] Group 2 - The transaction is currently in the planning stage, with a signed letter of intent, but specific transaction methods, counterparties, and acquisition ratios still require further verification and negotiation [2][3] - Upon completion of the transaction, Jiali Co. will become a subsidiary of the listed company and will be included in the consolidated financial statements [2] - The latest semi-annual report indicates that Debang Lighting's revenue for the first half of 2025 was 2.152 billion yuan, a year-on-year increase of 0.4%, while net profit decreased by 19.66% to 143 million yuan [2]

Core Viewpoint - The company, DEBANG Lighting, plans to acquire at least 51% of Zhejiang Jiali (Lishui) Industrial Co., Ltd. to gain control through cash payment via share transfer and capital increase, which is expected to constitute a major asset restructuring [1] Group 1: Company Overview - Zhejiang Jiali specializes in the research, design, manufacturing, and sales of automotive lighting for both passenger and commercial vehicles, as well as a small amount of motorcycle lighting and mold supporting business [1] - Jiali is recognized as a well-known domestic automotive lighting manufacturer in China [1] Group 2: Transaction Details - The specific transaction method, counterparties, and acquisition ratio are still under further verification and negotiation [1] - The preliminary assessment indicates that this transaction will be significant in nature, likely impacting the company's financial structure and market position [1]

Core Viewpoint - The significant increase in the stock price of Nanjing New Pharmaceutical Co., Ltd. is attributed to the announcement of a major asset restructuring involving the acquisition of specific assets from Future Pharmaceutical, which is expected to enhance the company's product offerings and financial performance [1][3]. Group 1: Asset Acquisition Details - Nanjing New Pharmaceutical signed an acquisition agreement to purchase specific assets from Future Pharmaceutical for no more than 480 million yuan [3]. - The asset group includes already marketed products "Multiple Trace Element Injection (I)" and "Multiple Trace Element Injection (II)", as well as the in-development "Multiple Trace Element Injection (III)" [3]. - The acquisition will not involve share issuance or constitute a related party transaction, and it will not change the company's control [3]. Group 2: Financial Performance Context - In 2021, the company reported a revenue of 685 million yuan, a decrease of 37.08% year-on-year, and a net loss of 167 million yuan, a decline of 225.50% compared to the previous year [4]. - The company has faced continuous losses since 2021, with a projected loss of 397 million yuan in 2024, attributed to industry policy changes and increased market competition [4]. - The company aims to improve its performance through this asset restructuring, which is seen as a strategic move to enhance revenue and profitability [4]. Group 3: Strategic Implications - The acquisition is expected to enrich the company's product pipeline and enhance its "whole-age health management" product matrix [5]. - The existing sales channels and academic promotion systems of Future Pharmaceutical will provide new sales opportunities for the company's products, particularly in expanding the market for pediatric anti-influenza medications [6].