北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 8519-1300 传真：(86-10) 8519-1350 北京市君合律师事务所 关于中国国际航空股份有限公司 2025 年度向特定对象发行 A 股股票的 补充法律意见书（一） 二零二六年一月 | 北京总部 | 电话: (86-10) 8519-1300 | 上海分所 | 电话: (86-21) 5298-5488 | 广州分所 | 电话: (86-20) 2805-9088 | 深圳分所 | 电话: (86-755) 2939-5288 | | --- | --- | --- | --- | --- | --- | --- | --- | | | 传真: (86-10) 8519-1350 | | 传真: (86-21) 5298-5492 | | 传真: (86-20) 2805-9099 | | 传真: (86-755) 2939-5289 | | 杭州分所 | 电话: (86-571) 2689-8188 | 成都分所 | 电话: (86-28) 6739-8000 | 西安分所 | 电话: (86-29) 85 ...

证券代码：601111 证券简称：中国国航 关于中国国际航空股份有限公司 向特定对象发行股票申请文件的 审核问询函的回复 保荐人（主承销商） 广东省深圳市福田区中心三路8号卓越时代广场（二期）北座 上海证券交易所： 中国国际航空股份有限公司（以下简称"发行人""公司"或"中国国航"） 于 2026 年 1 月 9 日收到上海证券交易所（以下简称"上交所"）出具的《关于中 国国际航空股份有限公司向特定对象发行股票申请文件的审核问询函》（上证上 审（再融资）〔2026〕10 号），中信证券股份有限公司（以下简称"中信证券" 或"保荐人"）作为公司本次向特定对象发行股票的保荐人（主承销商），会同发 行人及发行人律师北京市君合律师事务所（以下简称"发行人律师"）和申报会 计师德勤华永会计师事务所（特殊普通合伙）（以下简称"申报会计师"）等相关 方，本着勤勉尽责、诚实守信的原则，就审核问询函所列示的问题逐项进行了核 查、落实和认真讨论，现回复如下，请予审核。 本审核问询函回复中的字体代表以下含义： | 黑体 | 审核问询函所列问题 | | --- | --- | | 宋体 | 对问询函所列问题的回复 | 本审核问询函回 ...

证券代码：601111 股票简称：中国国航 公告编号：2026-004 公司收到《审核问询函》后，会同相关中介机构对《审核问询函》所列问题 进行了认真研究和逐项落实，并进行了逐项说明和回复，现根据相关要求对《审 核 问 询 函 》 的 回 复 公 开 披 露 ， 具 体 内 容 详 见 公 司 同 日 在 上 交 所 网 站 （www.sse.com.cn）披露的相关文件，公司将按照要求及时将书面回复材料报送 上交所。 公司本次向特定对象发行 A 股股票事项尚需经上交所审核通过及中国证券 监督管理委员会作出同意注册决定后方可实施，最终能否通过上交所审核并获得 中国证券监督管理委员会同意注册的决定及其时间尚存在不确定性。公司将根据 进展情况，严格按照上市公司向特定对象发行股票相关法律法规的规定和要求及 时履行信息披露义务，敬请投资者注意投资风险。 特此公告。 1 中国国际航空股份有限公司董事会 中国北京，二〇二六年一月十九日 中国国际航空股份有限公司 关于向特定对象发行 A 股股票申请文件的 审核问询函回复的提示性公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容 ...

中国国航公告称，近日收到上交所出具的《审核问询函》，上交所审核机构对公司向特定对象发行股票 申请文件进行审核并形成首轮问询问题。公司会同相关中介机构对问题进行研究落实和回复，现公开披 露《审核问询函》回复，具体内容见上交所网站。本次发行尚需经上交所审核通过及中国证监会同意注 册，最终结果及时间不确定，公司将按规定及时披露进展。 ...

Core Viewpoint - The aviation sector is experiencing significant stock price increases, driven by positive forecasts for passenger transport during the upcoming Spring Festival travel season in 2026 [1] Group 1: Stock Performance - Eastern Airlines (00670) shares rose by 7.66%, trading at HKD 5.62 [1] - Southern Airlines (01055) shares increased by 4.68%, trading at HKD 5.82 [1] - Air China (00753) shares grew by 3.18%, trading at HKD 7.13 [1] - Cathay Pacific (00293) shares saw a modest rise of 0.66%, trading at HKD 12.29 [1] Group 2: Passenger Transport Forecast - The Spring Festival travel period in 2026 is set to begin on February 2 and end on March 13 [1] - The predicted passenger transport volume for the 40-day Spring Festival is expected to reach 95 million, averaging 2.375 million passengers per day, which represents a year-on-year growth of 5.3% [1] Group 3: Market Demand Insights - A report from Zhongtai Securities indicates that the later timing of the Spring Festival this year may lead to varied return travel patterns among different demographics [1] - The ongoing winter break for universities is expected to boost travel demand among students [1] - Short-term favorable conditions in oil and exchange rates, combined with the "anti-involution" trend and the Spring Festival holiday, are likely to enhance the aviation sector's volume and pricing outlook [1]

Group 1 - The core viewpoint of the article highlights a significant increase in airline stocks, with Eastern Airlines rising by 7.66%, Southern Airlines by 4.68%, Air China by 3.18%, and Cathay Pacific by 0.66% [1] - The 2026 Spring Festival travel season is set to begin on February 2 and end on March 13, with an expected passenger volume of 95 million over the 40 days, averaging 2.375 million passengers per day, representing a year-on-year growth of 5.3% [1] - A report from Zhongtai Securities indicates that the later timing of the Spring Festival this year may lead to varied return travel patterns among different demographics, particularly benefiting student travel as schools begin their winter breaks, which is expected to boost market demand [1] Group 2 - Short-term favorable conditions in oil and exchange rates are anticipated to continue, alongside the "anti-involution" trend and the Spring Festival holiday, creating a strong expectation for improved airline volume and pricing [1] - The positive changes in the fundamentals of the airline industry are expected to present investment opportunities [1]

Group 1 - The core viewpoint of the article highlights a significant rise in Hong Kong's airline stocks, with China Eastern Airlines increasing by over 6% and both Air China and China Southern Airlines rising by over 2% [1]

Core Viewpoint - China National Airlines' stock price has experienced a decline of 10.78% year-to-date, with significant drops in recent trading days, indicating potential challenges in the aviation sector [2]. Group 1: Stock Performance - As of January 16, China National Airlines' stock price fell by 2.11%, trading at 8.36 CNY per share, with a total market capitalization of 145.87 billion CNY [1]. - The stock has decreased by 6.90% over the last five trading days, 4.46% over the last 20 days, and 1.88% over the last 60 days [2]. Group 2: Financial Performance - For the period from January to September 2025, China National Airlines reported a revenue of 129.83 billion CNY, reflecting a year-on-year growth of 1.31%, while the net profit attributable to shareholders was 1.87 billion CNY, up 37.31% year-on-year [2]. - The company has cumulatively distributed dividends of 13.32 billion CNY since its A-share listing, with no dividends paid in the last three years [3]. Group 3: Shareholder Information - As of September 30, 2025, the number of shareholders for China National Airlines was 129,100, a slight decrease of 0.12% from the previous period [2]. - The top circulating shareholder, China Securities Finance Corporation, holds 311 million shares, unchanged from the previous period, while Hong Kong Central Clearing Limited reduced its holdings by 12.3 million shares [3].

Major Events - Giant Bio (02367) received the Medical Device Registration Certificate from the National Medical Products Administration for its recombinant type I α1 collagen and sodium hyaluronate composite solution [1] - Jitu Express-W (01519) plans to subscribe for 226 million H shares of SF Holding and issue 822 million Class B shares to SF Holding [1] - Zijin Mining (02899) signed a cooperation and equity transfer agreement for the Shapingou Molybdenum Mine project [1] - Jiangxi Copper (00358) subsidiary signed an Investment Option Agreement with First Quantum for exploration cooperation in Kazakhstan's mining projects [1] - Derin Holdings (01709) received conditional approval from the CSRC for Derin Securities to provide virtual asset consulting services [1] - GAC Group (02238) subsidiary GAC Trumpchi received 100 million yuan in funding for industrial transformation and development [1] - Juteng International (03336) suspected of a cyber attack and has initiated a comprehensive investigation [1] Operating Performance - China Southern Airlines (01055) increased passenger capacity input by 11.89% year-on-year in December [1] - Air China (00753) reported a 10% year-on-year increase in passenger turnover in December [1] - China Eastern Airlines (00670) saw a 7.61% year-on-year increase in passenger turnover in December [1] - China Metallurgical Group (01618) new contract amount for 2025 is 1,113.6 billion yuan, a decrease of 10.8% year-on-year [1] - ZhongAn Online (06060) projected total original insurance premium income of approximately 35.643 billion yuan for 2025, an increase of 6.66% year-on-year [1] - China General Nuclear Power Corporation (01164) produced a total of 702.5 tons of natural uranium in the fourth quarter [1] - Jiuxing Holdings (01836) reported a 0.8% year-on-year increase in comprehensive income to 388.6 million USD in the fourth quarter [1] - Luoyang Molybdenum (03993) issued a profit warning, expecting annual net profit attributable to shareholders to be between 20 billion and 20.8 billion yuan, an increase of 47.80% to 53.71% year-on-year [1] - Chongqing Iron and Steel (01053) issued a profit warning, expecting a net loss of 2.5 billion to 2.8 billion yuan for 2025 [1] - Huiju Technology (01729) issued a profit warning, expecting annual net profit to increase by approximately 60% to 70% year-on-year [1]

Group 1 - The core viewpoint of the article is that the aviation aftermarket services market is shifting towards Asia, with China projected to become the largest market, growing from $24.8 billion in 2025 to $63.8 billion by 2044 [1] - Over the next 20 years, China is expected to receive approximately 9,570 new aircraft, reinforcing the demand for various services throughout the aircraft lifecycle [3] - Several Chinese airlines have recently announced new aircraft orders with Airbus, including Air China ordering 60 A320neo aircraft, with a total catalog price of approximately $9.53 billion [4] Group 2 - The maintenance and training market is expanding, becoming a critical component for fleet operation as Airbus secures more aircraft orders in China [5] - The Off-Wing Maintenance market is projected to grow from $17 billion in 2025 to $44.8 billion by 2044, while the On-Wing Maintenance market is expected to increase from $3 billion to $6.8 billion in the same period [6] - The digital and connected market is anticipated to be the fastest-growing segment, expanding from $1.4 billion in 2025 to $5.1 billion by 2044, focusing on smarter operations and predictive maintenance [6] Group 3 - The aviation maintenance market in China is expected to grow rapidly due to the increasing fleet size and aging aircraft, with maintenance costs for engines surpassing their purchase costs [7] - Chinese airlines are accelerating their digital transformation, with over 9,000 aircraft expected to have onboard connectivity, potentially saving over $2.2 billion in operational costs and an additional $5.7 billion through reduced fuel costs [7]