海航控股: 海航控股：独立董事关于公司本次交易的审核意见

Core Viewpoint - The independent directors of Hainan Airlines Holdings Co., Ltd. have reviewed and approved the company's proposed cash acquisition of 100% equity in Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd., confirming that the transaction complies with relevant laws and regulations [1][2][8] Group 1: Compliance and Feasibility - The transaction meets the conditions for major asset restructuring as outlined in the Company Law and Securities Law of the People's Republic of China [1] - The transaction constitutes a major asset restructuring but does not qualify as a restructuring listing [2] - The transaction does not involve related party transactions as per the Shanghai Stock Exchange regulations [2] Group 2: Disclosure and Protection of Interests - The draft major asset purchase report is accurate and complete, detailing necessary legal procedures and disclosing relevant risks to protect the interests of the company and investors [2] - The transaction price will be based on an evaluation report from a qualified asset appraisal agency, ensuring fairness and compliance with legal standards [2][6] Group 3: Impact on Company and Shareholders - The transaction is expected to enhance the company's asset quality and scale, improve market competitiveness, and contribute to sustainable profitability and long-term development [3][8] - There have been no abnormal fluctuations in the company's stock price prior to the transaction announcement, indicating stability [3] Group 4: Evaluation and Independence - The independent evaluation agency has been confirmed to have no conflicts of interest with the company or the transaction parties, ensuring the independence of the evaluation [6] - The evaluation assumptions and methods used are deemed reasonable and relevant to the transaction's objectives, leading to a fair pricing conclusion [6] Group 5: Confidentiality and Investor Protection - The company has implemented strict confidentiality measures during the planning and execution of the transaction, adhering to regulatory requirements [7] - Measures have been taken to mitigate any potential dilution of immediate returns for shareholders, aligning with guidelines for protecting minority investors [7]