Hainan Airlines revises terms for flight training acquisition, adds compensation clause

Hainan Airlines Holding (HNA Holding) is set to acquire 100% equity in Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industrial Group Co., Ltd. for 799,070,000 yuan. This transaction constitutes a major asset reorganization for HNA Holding.

The terms, originally disclosed on June 7, 2025, have been revised to include a post-acquisition impairment test with a compensation clause. Should the impairment test show a value loss, the transferor will compensate HNA Holding up to 47,458,600 yuan.

The revised plan also clarifies the treatment of transitional period gains and losses, stipulating that financial statements will be prepared under HNA Holding's unified accounting policies. Furthermore, HNA Holding will increase its capital contribution to Hainan Aviation Technology Co., Ltd. by 1,634,764,147.78 yuan, with Hainan Airport Development Industrial Group Co., Ltd. contributing 766,846,188.39 yuan, maintaining their respective equity percentages.

These adjustments were approved by HNA Holding's board and supervisory board on August 27, 2025. The revised plan, along with updated audit and pro forma financial reports for 2023, 2024, and the first four months of 2025, will be submitted for shareholder approval. The changes aim to enhance investor protection and reflect an updated financial outlook.