国泰海通证券股份有限公司 关于上海国际机场股份有限公司 发行股份购买资产并募集配套资金暨关联交易之 国泰海通证券股份有限公司（以下简称"国泰海通"或"本独立财务顾问"） 作为上海国际机场股份有限公司（以下简称"上海机场"或"公司"）2022 年发 行股份购买资产并募集配套资金暨关联交易（以下简称"本次重组"）的独立财 务顾问，根据《上海证券交易所股票上市规则》《上海证券交易所上市公司自律 监管指引第 1 号——规范运作》等有关法律法规的要求，对上市公司本次限售股 份解除限售上市流通事项进行了核查，具体情况如下： 一、本次申请解除限售股份的基本情况 公司于 2022 年 4 月 25 日收到中国证券监督管理委员会核发的《关于核准上 海国际机场股份有限公司向上海机场（集团）有限公司发行股份购买资产并募集 配套资金的批复》（证监许可[2022]833 号），核准公司向上海机场（集团）有限 公司（以下简称"机场集团"）发行 433,939,325 股股份购买相关资产；核准公司 向机场集团发行股份募集配套资金不超过 50 亿元，实际发行数量为 127,583,567 股，合计发行股份数量为 561,522,892 股。 ...

证券代码：600009 证券简称：上海机场 公告编号：2025-047 上海国际机场股份有限公司 发行股份购买资产并募集配套资金暨 关联交易部分限售股上市公告 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，并对其内容的真实性、准确性和完整性依法 承担法律责任。 重要内容提示： 本次股票上市类型为非公开发行股份；股票认购方式为网下， 上市股数为127,583,567股。 本次股票上市流通总数为127,583,567股。 本次股票上市流通日期为2025 年 9 月 23 日。 一、本次限售股上市类型 公司本次限售股上市类型为非公开发行的有限售条件流通股。 公司于 2022 年 4 月 25 日收到中国证券监督管理委员会核发的《关 于核准上海国际机场股份有限公司向上海机场（集团）有限公司发行 股份购买资产并募集配套资金的批复》（证监许可[2022]833 号），核 准公司向上海机场（集团）有限公司（以下简称"机场集团"）发行 433,939,325 股股份购买相关资产；核准公司向机场集团发行股份募集 1 配套资金不超过 50 亿元，实际发行数量为 127,583,567 股，合计 ...

Core Insights - The aviation and airport sector experienced a rise of 1.24% on September 16, with HNA Holding leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Stock Performance - HNA Holding (600221) closed at 1.69, with a gain of 4.32% and a trading volume of 10.23 million shares, amounting to a turnover of 1.702 billion yuan [1] - Huaxia Airlines (002928) closed at 9.80, up 3.92%, with a trading volume of 211,400 shares and a turnover of 204 million yuan [1] - Spring Airlines (601021) closed at 53.50, gaining 1.98% with a trading volume of 74,400 shares and a turnover of 397 million yuan [1] - China National Airlines (601111) closed at 7.92, up 1.67%, with a trading volume of 714,600 shares and a turnover of 564 million yuan [1] - China Eastern Airlines (600115) closed at 4.02, gaining 1.01% with a trading volume of 2.1582 million shares and a turnover of 866 million yuan [1] - Other notable performances include: - Xiamen Airlines (600897) down 0.07% to 14.72 [1] - Shanghai Airport (600009) down 0.06% to 32.06 [1] Capital Flow - The aviation and airport sector saw a net outflow of 271 million yuan from institutional investors, while retail investors contributed a net inflow of 178 million yuan [2] - HNA Holding experienced a net inflow of 79.14 million yuan from institutional investors, despite a net outflow from retail investors [2] - Spring Airlines had a net inflow of 7.38 million yuan from institutional investors, with retail investors contributing positively [2] - China National Airlines faced a net outflow of 4.23 million yuan from institutional investors, while retail investors had a significant net outflow [2] - Xiamen Airport saw a net outflow of 1.34 million yuan from institutional investors, but retail investors contributed positively [2]

Market Overview - On September 15, the aviation and airport sector declined by 0.43%, with Huaxia Airlines leading the drop [1] - The Shanghai Composite Index closed at 3860.5, down 0.26%, while the Shenzhen Component Index closed at 13005.77, up 0.63% [1] Stock Performance - Key stocks in the aviation and airport sector showed varied performance, with Hainan Airlines closing at 1.62, up 0.62%, and Huaxia Airlines closing at 9.43, down 1.46% [1][2] - The trading volume and turnover for major stocks included Hainan Airlines with 6.048 million shares traded and a turnover of 983 million yuan, while Huaxia Airlines had 171,800 shares traded with a turnover of 163 million yuan [1][2] Capital Flow - The aviation and airport sector experienced a net outflow of 281 million yuan from institutional investors, while retail investors saw a net inflow of 236 million yuan [2] - The capital flow data indicated that major stocks like China Eastern Airlines and Huaxia Airlines faced significant net outflows from institutional investors, amounting to 4665.96 million yuan and 4426.03 million yuan respectively [3] Individual Stock Analysis - Baiyun Airport had a net inflow of 8.754 million yuan from institutional investors, while Shenzhen Airport saw a net inflow of 7.5584 million yuan [3] - In contrast, stocks like Spring Airlines and Hainan Airlines faced substantial net outflows, with Spring Airlines experiencing a net outflow of 33.8408 million yuan [3]

Group 1 - Dashi Intelligent signed a contract worth 23.86 million yuan for the Xiaomi Wuhan Phase II smart project, providing a comprehensive smart space solution [1] - ST Tian Sheng's subsidiary passed the consistency evaluation for sodium bicarbonate injection, used for treating metabolic acidosis and certain drug poisonings [1] - Yongyue Technology's actual controller Chen Xiang was released on bail due to allegations of information disclosure violations, while the company's operations remain normal [2] Group 2 - Jushen Co. experienced a stock price fluctuation with a cumulative increase of over 20% over three trading days, while also planning to reduce repurchased shares [2][3] - Shanghai Airport reported a 6.9% year-on-year increase in passenger throughput at Pudong International Airport, totaling 7.9471 million passengers in August [3][4] - Jianlong Micro-Nano announced plans for shareholders to reduce up to 3% of company shares due to fund expiration and exit arrangements [5][6] Group 3 - Yunyong Technology's shareholders plan to reduce up to 2.99% of company shares due to personal funding needs [6] - Zitian Tui's stock entered a delisting arrangement period, expected to last 15 trading days [7] - Pruis's shareholders plan to reduce up to 3% of company shares for personal funding needs [9] Group 4 - Dayilong's shareholders plan to reduce up to 3% of company shares for personal financial arrangements [10] - Yihua New Materials' shareholders plan to reduce up to 1% of company shares for personal funding needs [12] - Huibo Yuntong's controlling shareholder's affiliates plan to acquire a controlling stake in Baode Computer [13] Group 5 - Wanda Information's shareholders plan to reduce up to 3% of company shares for operational needs [14] - Jiafa Education's shareholders plan to reduce up to 3% of company shares for personal funding needs [15] - Guangkang Biochemical's shareholders plan to reduce up to 1.8% of company shares for personal funding needs [16] Group 6 - Yingxin Development's shareholders plan to reduce up to 0.67% of company shares due to bankruptcy asset disposal [18] - Weiye Co.'s shareholders plan to reduce a total of up to 2% of company shares [19] - Kelin Electric plans to raise up to 1.5 billion yuan through a private placement to supplement working capital [20]

Core Insights - The domestic airport passenger and cargo throughput in China showed a significant recovery in August compared to the same period last year, with record-breaking passenger volumes during the summer travel season [1][2] Group 1: Passenger Traffic Growth - In August, Shanghai Airport reported a total passenger throughput of 12.3986 million, reflecting a growth trend [1] - Pudong Airport's passenger throughput increased by 6.9% year-on-year, while Hongqiao Airport saw a 2.18% increase [1] - International routes at Pudong Airport experienced a notable growth of 18.06%, and Hongqiao's international routes grew by nearly 20% [1] - Baiyun Airport's passenger throughput reached 7.3384 million in August, up 4.33% year-on-year, with international routes growing by 14.08% [1] - Shenzhen Airport's international passenger throughput grew by approximately 12%, with a year-to-date increase of nearly 27% [1] - Xiamen Airport's international routes saw a year-on-year increase of about 9% [1] Group 2: Cargo Volume Growth - Cargo and mail throughput at major airports also increased in August, with Pudong and Hongqiao airports seeing year-on-year growth of approximately 11% and 8%, respectively [1] - Shenzhen Airport's cargo throughput grew by 8.26% year-on-year, while Xiamen Airport's cargo throughput increased by about 5% [1] Group 3: International Route Expansion - The international passenger market is experiencing strong growth due to optimized entry and exit policies and expanded route networks [2] - Shanghai Airport has enhanced its intercontinental connectivity by adding new routes to Belgrade, Casablanca, and Geneva, and has strengthened its Asian route network [2] - Shenzhen Airport anticipates that by 2025, passenger volume will exceed 11.2 million during the summer travel season, with flight numbers surpassing 76,000 [2] - Shenzhen Airport has opened or increased frequency on several international routes, significantly boosting international passenger traffic [3] Group 4: Financial Performance - Airport listed companies generally reported profit growth in the first half of the year, with Shenzhen Airport's net profit attributable to shareholders increasing by nearly 80%, the highest growth rate among peers [3] - Shenzhen Airport has implemented measures to improve customs environments, such as a 144-hour transit visa exemption and streamlined border inspection processes, to support rapid international business growth [3]

Group 1 - The domestic major airports in China experienced a significant recovery in passenger and cargo throughput in August compared to the same period last year, with historical records being set for passenger volume during the summer travel season [1] - Shanghai Airport reported a total passenger throughput of 12.3986 million in August, with Pudong Airport seeing a year-on-year increase of 6.9% and Hongqiao Airport increasing by 2.18%. International routes showed remarkable growth, with Pudong's international passenger throughput up by 18.06% [1] - Baiyun Airport also reported a similar trend, with August passenger throughput at 7.3384 million, a year-on-year increase of 4.33%, and international routes up by 14.08% [1] Group 2 - The international passenger market is experiencing strong growth due to optimized entry and exit policies and expanded route networks, with Shanghai Airport achieving record flight and passenger volumes during the summer travel season [2] - Shenzhen Airport announced that by 2025, it expects to exceed 11.2 million passengers and 76,000 flights during the summer travel season, both setting new historical highs [2] - Shenzhen Airport has been actively opening or increasing flights to various international destinations, significantly boosting the international passenger market [3] Group 3 - Shenzhen Airport's management highlighted the importance of optimizing route layouts and enhancing service quality to create a more connected international travel network, supporting the city's high-level opening-up [3] - The financial performance of airport-listed companies has generally improved, with Shenzhen Airport's net profit attributable to shareholders increasing by nearly 80%, the highest growth rate among peers [3] - The airport has implemented measures to improve customs environments, such as a 144-hour visa-free transit policy, to accelerate the growth of international business [3]

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen markets released important announcements on September 14, providing insights for investors [3] Major Events - Yushen Co., Ltd. experienced abnormal stock fluctuations, with a cumulative price increase of over 20% in three consecutive trading days. The company plans to reduce its repurchased shares by up to 1% of its total share capital, consistent with its previously disclosed reduction plan [4][5] - Huibo Yuntong announced that its controlling shareholder, Shenhui Jinwu, intends to acquire 22.0875% of Baode Computing's shares, gaining control of the company. The total transaction price is approximately 1.444 billion yuan, with the acquisition expected to optimize Baode's equity structure and governance [5][6] - ST Zitian's stock will resume trading on September 15 and enter a delisting arrangement period of 15 trading days, with the last trading date expected to be October 13 [7] - Yongyue Technology's actual controller, Chen Xiang, has been released on bail due to an investigation related to the disclosure of important information. The company's operations remain normal [8] - ST Tiansheng's sodium bicarbonate injection has passed the consistency evaluation for generic drugs, indicating its clinical applicability for treating metabolic acidosis [9] Shareholding Changes - Jifa Education's shareholder, Deyuan Tai, plans to reduce its stake by up to 3%, equating to 11.9854 million shares [10] - Dayilong's shareholder intends to reduce its stake by up to 3%, amounting to 5.9708 million shares [11] - Pruis's shareholder, Guanyu Zhao Tai, plans to reduce its stake by up to 3%, totaling 2.3701 million shares [13] - Wanda Information's shareholder, Hexie Health, plans to reduce its stake by up to 3%, equating to 43.2189 million shares [14] - Jianlong Micro-Nano's shareholders plan to reduce their combined stake by up to 3%, totaling 3.0018 million shares [15] - Yunrong Technology's shareholder plans to reduce its stake by up to 2.99%, amounting to 1.8 million shares [16] - Guokang Biochemical's shareholders plan to reduce their stake by up to 1.7973%, totaling 1.33 million shares [17] - Yihua New Materials' shareholder plans to reduce its stake by up to 1%, equating to 1.655 million shares [18] - Yingxin Development's shareholder plans to reduce its stake by 0.67%, amounting to 3.9388 million shares [19] Performance Insights - Shanghai Airport reported an increase in passenger throughput for August, with Pudong International Airport reaching 7.9471 million passengers (up 6.9% year-on-year) and Hongqiao International Airport reaching 4.4515 million passengers (up 2.18% year-on-year) [20][21] Major Contracts - Dashi Intelligent signed a contract worth 23.869 million yuan for the Xiaomi Wuhan Phase II smart project, representing 0.75% of the company's audited revenue for 2024 [22]

Group 1: Company Control Changes - Huibo Yuntong's controlling shareholder, Shenhui Holdings, through Shenhui Jinwu, plans to acquire a 32.0875% stake in Baode Computing, which will result in Shenhui Jinwu holding 22.0875% of Baode Computing and gaining control [1] Group 2: Performance Disclosure - Shanghai Pudong International Airport reported a passenger throughput of 7.9471 million in August, a year-on-year increase of 6.9% [2] - The total number of aircraft movements at Pudong International Airport was 49,800, reflecting a 3.49% year-on-year growth [2] - Hongqiao International Airport recorded 2.44 million aircraft movements, up 1.58% year-on-year, with a passenger throughput of 4.4515 million, increasing by 2.18% [2] Group 3: Shareholding Changes - Jianlong Micro-Nano announced that major shareholders Zhongzheng Kaiyuan and Renquan Venture Capital plan to reduce their holdings by up to 3%, equating to a maximum of 300,175.2 shares [3] - Pruis disclosed that its shareholder, Shanghai Guanyu Investment Development Co., intends to reduce its stake by up to 3%, which amounts to 237,010 shares [4] - Jiafa Education reported that its shareholder, Tibet Deyuantai Information Technology Co., plans to reduce its holdings by up to 3%, approximately 11.99 million shares [5] Group 4: Risk Matters - Yongyue Technology announced that its actual controller, Chen Xiang, has been placed under residential surveillance due to an investigation related to the disclosure of important information [6] - *ST Zitian's stock will resume trading on September 15, 2025, and enter a delisting arrangement period lasting 15 trading days, with the last trading date expected to be October 13, 2025 [7] - *ST Weier stated that there have been no significant changes in its operational situation or external environment, and no undisclosed major events exist [8]

Key Points - The article summarizes important announcements from various companies for investor reference [1] Group 1: Stock Performance and Trading - Jushen Co., Ltd. (炬申股份) experienced a stock price fluctuation with a cumulative increase of over 20% from September 10 to September 12, 2025, and is consistent with its previously disclosed share reduction plan [3] - ST Zitian (*ST紫天) will resume trading on September 15, 2025, and enter a delisting arrangement period lasting 15 trading days, with the last trading date expected to be October 13, 2025 [5] Group 2: Mergers and Acquisitions - Huibo Yuntong (慧博云通) announced that its controlling shareholder plans to acquire a total of 32.0875% of Baode Computing's shares for a total transaction price of 1.444 billion yuan, which will grant control over Baode Computing [4] Group 3: Shareholder Actions - Jifa Education (佳发教育) announced that its shareholder, De Yuan Tai, plans to reduce its stake by up to 3%, equating to 11.9854 million shares [9] - Da Yi Long (达意隆) disclosed that its shareholder, Shenzhen Lefeng Investment Management Co., Ltd., intends to reduce its stake by up to 3%, or 5.9708 million shares [10] - Multiple companies, including Pruis (普蕊斯), Wanda Information (万达信息), and Jianlong Micro-Nano (建龙微纳), reported plans for shareholders to reduce their stakes by up to 3% [11][13][14] Group 4: Operational Updates - Yongyue Technology (永悦科技) announced that its actual controller, Chen Xiang, has been released on bail pending trial due to an investigation related to information disclosure [6] - ST Tiansheng (ST天圣) received approval for its sodium bicarbonate injection to pass the consistency evaluation for generic drugs, which is used in clinical treatments [7] Group 5: Performance Metrics - Shanghai Airport (上海机场) reported that in August 2025, Pudong International Airport had a passenger throughput of 7.9471 million, a year-on-year increase of 6.9%, while Hongqiao International Airport had 4.4515 million, a 2.18% increase [20] Group 6: Contract Awards - Dashi Intelligent (达实智能) signed a contract worth 23.869 million yuan for the Xiaomi Wuhan Phase II intelligent project, which represents 0.75% of the company's audited revenue for 2024 [22]