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 - The core point of the article is that Hainan Airlines plans to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. for 799.07 million yuan, marking a significant asset restructuring in the aviation sector following the new "National Nine Articles" policy [7][9][13] - The acquisition is expected to enhance Hainan Airlines' core competitiveness and operational efficiency by integrating flight training services into its business model, thereby reducing training costs for pilots and crew members [9][14] - The transaction price reflects a 34.37% increase over Tianyu's net asset value of 595 million yuan as of the end of 2024, indicating a strategic investment in a key asset within the aviation training industry [9][14] Group 2 - Hainan Airlines will also increase capital in its subsidiary HNA Technology, with Hainan Airlines contributing approximately 1.736 billion yuan and Hainan Airport contributing about 814 million yuan, raising HNA Technology's registered capital to approximately 5.019 billion yuan [7][9] - The acquisition is seen as a return of ownership, as Tianyu was previously sold to Hainan Airport, which is controlled by the Hainan State-owned Assets Supervision and Administration Commission [8][10] - The deal is positioned as a response to the recovery of the civil aviation market post-pandemic, with Tianyu's business stability and profitability expected to improve, thus contributing positively to Hainan Airlines' overall financial performance [11][14]

Core Viewpoint - The company is undergoing a significant asset restructuring by acquiring 100% equity of Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd. This transaction is expected to enhance the company's financial performance and operational capabilities without diluting immediate returns for shareholders [1][2]. Financial Impact - The company's net profit before the transaction is projected at -126,357.1 million yuan, while after the transaction, it is expected to be -120,069.2 million yuan. The net profit attributable to the parent company's shareholders is anticipated to improve from -92,121.6 million yuan to -85,833.7 million yuan [2]. - The basic earnings per share (EPS) is expected to increase from -0.0213 yuan per share to -0.0195 yuan per share post-transaction, indicating an improvement in shareholder returns [2]. Measures to Enhance Immediate Returns - The company plans to strengthen operational management and improve efficiency by integrating flight training operations into its business model, thereby enhancing overall competitiveness and profitability [3]. - The company aims to improve profitability through better resource allocation and management efficiency, while also exploring new growth opportunities to reduce unit costs [3]. - The governance structure will be refined to ensure that shareholders can exercise their rights effectively, promoting prudent decision-making by the board to protect overall company interests, especially those of minority shareholders [3]. Commitments from Management - The company's board and senior management have committed to not transferring benefits unfairly to other entities, ensuring that their consumption behaviors are regulated, and that company assets are not misused [4]. - The commitments include linking the remuneration system of directors and senior management to the execution of measures aimed at enhancing shareholder returns [4]. - The controlling shareholder has also pledged not to interfere with the company's management or infringe upon its interests, ensuring compliance with regulatory requirements [5].