海南航空控股股份有限公司 二〇二五年九月 目 录 海南航空控股股份有限公司 关于为关联方提供担保的议案 各位股东、股东代表： 海南航空控股股份有限公司（以下简称"海航控股"或"公 司"）控股子公司云南祥鹏航空有限责任公司（以下简称"祥 鹏航空"）拟为重庆扬子江六号飞机租赁有限公司（以下简称 "扬子江六号"）就 2 架 A321 飞机的融资租赁业务提供担保。 具体情况如下： 根据生产经营需要，公司控股子公司祥鹏航空拟向扬子江 六号租赁 2 架 A321-271NX 飞机（MSN8587/MSN8655）。该 2 架飞机为扬子江六号从蓝诗租赁（天津）有限公司（以下简称 "蓝诗租赁"）融资租赁而来。应蓝诗租赁要求，祥鹏航空拟 为扬子江六号与蓝诗租赁签订的该 2 架飞机《飞机融资租赁协 议》项下对蓝诗租赁的支付义务提供担保，本次担保预计金额 约 104,210.11 万元。 由于扬子江六号为公司间接控股股东海航航空集团有限公 司（以下简称"海航航空集团"）控制的主体，因此扬子江六 号为公司关联方，故本次担保构成向关联方提供担保。为保障 祥鹏航空利益，扬子江六号母公司扬子江融资租赁有限公司（以 下简称"扬子江租赁"）将 ...

Core Viewpoint - Hainan Airlines Holding Co., Ltd. plans to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd. for a total consideration of 1,000.3703 million yuan, which constitutes a significant asset restructuring as per regulatory guidelines [1][2]. Summary by Relevant Sections Transaction Details - The transaction involves the acquisition of Hainan Tianyu Flight Training Co., Ltd. by Hainan Airlines, with the purchase price set at 1,000.3703 million yuan [1]. - The main assets of Tianyu Flight Training include the land and buildings used for flight training services [1]. Financial Metrics - The total asset amount for the transaction is 1,035.9542 million yuan, while the net asset amount is 1,000.3703 million yuan for the acquiring entity, Yunxiang Education [2]. - The financial data for Tianyu Flight Training shows total assets of 2,422.1244 million yuan and net assets of 799.07 million yuan, with an operating income of 384.7394 million yuan [2]. - Hainan Airlines' total assets amount to 13,403.489 million yuan, with net assets of 230.9965 million yuan and operating income of 5,864.1088 million yuan [2]. - The cumulative asset total and net asset amount from the transaction exceed 50% of the company's net assets, qualifying it as a major asset restructuring under regulatory guidelines [2].

Core Viewpoint - The development of the aviation industry in Zhalantun City, Inner Mongolia, is significantly advancing through partnerships with aviation education institutions, enhancing flight training capabilities and addressing the demand for skilled aviation professionals [5][7]. Group 1: Industry Development - Zhalantun City is leveraging its geographical advantages and existing infrastructure to promote the development of the aviation industry, particularly through the establishment of the Zhalantun Chengjisihan Civil Aviation Transportation Branch Airport in December 2016 [5]. - The collaboration with China Civil Aviation University and Jeppesen International Flight Academy has been pivotal, leading to the establishment of the Inner Mongolia Flight Academy and filling gaps in civil aviation education and aircraft maintenance [5][7]. - The exclusive flight training base of Air China in Zhalantun has marked a new chapter in professional flight training since its establishment in October 2020 [5]. Group 2: Training Achievements - As of March 2025, the Inner Mongolia Flight Academy has conducted over 1,453 days of flight training, accumulating more than 94,000 flight hours and achieving 180,000 takeoffs and landings [7]. - A total of 363 Air China trainees have completed pre-training theoretical courses, with 107 currently in the theoretical teaching phase, and 187 graduates have been produced [7]. - A tripartite cooperation agreement has been signed among China Civil Aviation University, Tianjin Jeppesen International Flight Academy, and Zhalantun Vocational College to jointly cultivate aviation transport talents, with 109 students currently enrolled in the aircraft maintenance program [7]. Group 3: Future Goals - The academy aims to enhance training capabilities and quality standards in line with national requirements for aviation talent, focusing on developing well-rounded pilots to meet the needs of the emerging air economy [7].

Group 1: Strategic Development and Partnerships - The strategic cooperation agreement between Chongqing Municipal Government and Liaoning Fangda Group aims to enhance the construction of the Chongqing Aviation City, focusing on building an aviation industry cluster [1] - The project is expected to attract over 100 billion yuan in strategic investments over the next five years, with a potential annual output value exceeding 350 billion yuan by 2030, creating nearly 25,000 direct jobs [10][12] Group 2: Aviation Hub and Capacity Expansion - Hainan Airlines has been designated as the operator of the Chongqing aviation hub, with plans to increase its fleet from 53 to 70 aircraft by the end of the year [2] - The airline group has launched 13 international and regional routes from Chongqing, including new routes to Milan, Seattle, Hanoi, Singapore, Osaka, and Bangkok [4] Group 3: Cargo and Logistics Development - The cargo project at Fangda Chongqing Aviation City has achieved the highest throughput in the Chongqing aviation cargo market, with dedicated freighter routes established to major destinations [4] - The logistics service "air-to-air transfer" has been implemented, creating a new logistics route connecting ASEAN and Europe through Chongqing [4] Group 4: Aviation-Related Industries and Training - Hainan Airlines has initiated five aircraft leasing projects in Chongqing, contributing to the upgrade of the local aviation industry [5] - A flight training center in collaboration with CAE is set to become the largest simulator training center in the Asia-Pacific region, with 40 simulators planned within five years [9] Group 5: Government Support and Future Plans - The Chongqing government has provided significant support for the Fangda Chongqing Aviation City project, facilitating project development and operational challenges [12] - Future plans include expanding the international route network, upgrading aviation maintenance technology, and building a smart logistics system to enhance the aviation industry's contribution to Chongqing's economic development [17]