Core Viewpoint - Hainan Airlines Holding Co., Ltd. is undergoing a cash transaction to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd. The special audit report by Wuyige Certified Public Accountants LLP confirms the compliance and operational integrity of Hainan Airlines over the past three years [1][2]. Group 1: Compliance and Commitments - The audit confirms that Hainan Airlines has fulfilled its public commitments since its listing, with no irregularities noted [1][2]. - The company has not engaged in any violations regarding fund occupation or external guarantees by its controlling shareholders or related parties in the last three years [2][3]. Group 2: Regulatory Actions and Penalties - Hainan Airlines received administrative penalties from the China Securities Regulatory Commission (CSRC) for failing to disclose non-operating related transactions and guarantees, resulting in warnings and fines totaling 2 million yuan [2][3]. - The company has not faced criminal penalties or significant regulatory actions beyond the aforementioned administrative penalties [2][3]. Group 3: Financial Performance and Accounting Practices - The audit indicates that Hainan Airlines' financial performance over the last three years is authentic, with no evidence of fictitious transactions or profit manipulation [2][3]. - There have been no significant changes in accounting policies or errors that would indicate a "big bath" accounting practice, and all asset impairment provisions have been made in accordance with accounting standards [3][4]. Group 4: Asset Evaluation and Transaction Details - The transaction does not involve any asset disposals, and the evaluation methods and assumptions used for the acquisition are deemed reasonable and aligned with the actual operational conditions of the assets [4][5].
海航控股: 大信会计师事务所(特殊普通合伙)关于海南航空控股股份有限公司本次重组前业绩异常或本次重组存在拟置出资产情形相关事项的专项核查意见