证券代码：600751 900938 证券简称：海航科技 海科 B 公告编号：2025-046 海航科技股份有限公司 2025年第三次临时股东会决议公告 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、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 11 月 27 日 (二)股东会召开的地点：天津市河西区马场道 207 号天津艺龙酒店 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： (五)公司董事和董事会秘书的列席情况 二、 议案审议情况 (一)非累积投票议案 1.01 议案名称：《关于修订<董事会议事规则>的议案》 审议结果：通过 | 1、出席会议的股东和代理人人数 | 421 | | --- | --- | | 其中：A 股股东人数 | 415 | | 境内上市外资股股东人数（B 股） | 6 | | 2、出席会议的股东所持有表决权的股份总数（股） | 865,761,674 | | 其中：A 股股东持有股份总数 | 864,626,574 ...

中国北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮政编码 100025 电话: (86-10) 5809-1000 传真: (86-10) 5809-1100 北京市竞天公诚律师事务所（以下简称"本所"）接受海航科技股份有限公 司（以下简称"公司"）的委托，指派本所律师列席公司于 2025 年 11 月 27 日 下午 14：00 在天津市河西区马场道 207 号天津艺龙酒店召开的公司 2025 年第三 次临时股东会（以下简称"本次股东会"），并依据《中华人民共和国公司法》 《中华人民共和国证券法》《上市公司股东会规则》等中国现行法律、法规和其 他规范性文件（以下简称"中国法律法规"）及《海航科技股份有限公司章程》 （以下简称"《公司章程》"）的规定，就本次股东会的召集和召开程序、出席 会议人员资格、召集人资格、会议表决程序和表决结果等事宜（以下简称"程序 事宜"）出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的有关本次股东会的文件， 包括但不限于公司第十二届董事会第六次会议决议以及根据上述决议内容刊登 的公告、关于召开本次股东会的通知，同时听取了公司及相关人员就有关事实的 ...

Core Viewpoint - HNA Technology's stock price has shown significant volatility, with a year-to-date increase of 53.61% but a recent decline over the past few trading days, indicating potential market fluctuations and investor sentiment shifts [1][2]. Group 1: Stock Performance - On November 25, HNA Technology's stock rose by 2.02%, reaching 4.04 CNY per share, with a trading volume of 174 million CNY and a turnover rate of 1.71%, resulting in a total market capitalization of 11.713 billion CNY [1]. - Year-to-date, HNA Technology's stock has increased by 53.61%, but it has experienced a decline of 12.17% over the last five trading days, 11.21% over the last 20 days, and 13.49% over the last 60 days [1]. - The company has appeared on the "Dragon and Tiger List" nine times this year, with the most recent appearance on November 10, where it recorded a net buy of 73.4407 million CNY [1]. Group 2: Financial Performance - For the period from January to September 2025, HNA Technology reported a revenue of 1.046 billion CNY, reflecting a year-on-year growth of 25.06%, while the net profit attributable to shareholders decreased by 13.29% to 96.8356 million CNY [2]. - The company's main business revenue composition includes 65.77% from merchandise trade, 33.27% from shipping, and 0.96% from other sources [1]. Group 3: Shareholder Information - As of September 30, 2025, HNA Technology had 76,500 shareholders, a decrease of 13.72% from the previous period, with an average of 0 circulating shares per shareholder [2]. - Among the top ten circulating shareholders, China Merchants Securities (Hong Kong) Limited is the fourth largest, holding 33.1104 million shares, an increase of 16.9263 million shares from the previous period [2].

Investment Rating - The investment rating for the transportation industry is "Positive" (maintained) [4] Core Views - The express delivery industry is experiencing resilient demand, with a "de-involution" trend driving up express prices, enhancing corporate profit elasticity, and creating favorable competition opportunities in the medium to long term [15] - The shipping market is expected to benefit from the OPEC+ production increase cycle and the Federal Reserve's interest rate cuts, with a notable improvement in the oil transportation market's outlook for Q4 2025 [15] - The shipping market is anticipated to recover, supported by environmental regulations limiting the operation of older fleets and the upcoming production of the West Manganese iron ore by the end of 2025 [15] Summary by Sections Express Logistics - In October 2025, the express delivery industry achieved a business volume of 17.6 billion pieces, a year-on-year increase of 7.9%, with revenue reaching 131.67 billion yuan, up 4.7% year-on-year [4][24] - Major players like YTO, Shentong, and Yunda showed varied growth rates, with YTO's volume increasing by 12.78% and Shentong by 3.97%, while Yunda's volume decreased by 5.11% [4][30] - The industry is transitioning towards high-quality development, with significant improvements in single-ticket revenue due to price increases driven by the de-involution trend [4] Shipping and Ports - VLCC freight rates reached a new high of $136,843 per day, the highest since Q2 2020, driven by tight available capacity and stable inquiry rhythms [8] - The Capesize bulk carrier spot freight rates surpassed $30,000 per day, reflecting a 20% increase over the past week, supported by seasonal demand recovery and strong import demand from China [8] - The BDI index increased by 7.1% to 2225 points, indicating a robust recovery in the bulk shipping market [9] Aviation - In October 2025, civil aviation transported approximately 68 million passengers, a year-on-year increase of 5.8%, and cargo/mail transport reached 917,000 tons, up 13.3% [58] - The overall passenger load factor for major airlines was 86.88%, showing a slight increase from the previous month [62] Road and Rail - From November 10 to November 16, 2025, national freight logistics operated smoothly, with rail freight reaching 81.8 million tons, a 0.17% increase week-on-week [14] - In October 2025, road freight volume was 3.706 billion tons, a year-on-year increase of 0.08% [64] Supply Chain Logistics - The logistics landscape is evolving, with companies like Shenzhen International expected to benefit from the transformation of logistics parks, providing performance elasticity [15] - The industry is witnessing a slowdown in competition, with companies like Debang and Aneng Logistics showing significant profit improvements due to strategic transformations [15]

Core Points - The shipping and port sector experienced a decline of 2.14% on November 21, with HNA Technology leading the drop [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] Sector Performance - HNA Technology (600751) closed at 3.94, down 9.84% with a trading volume of 1.0427 million shares and a turnover of 427 million yuan [1] - Xiamen Port (000905) closed at 10.18, down 7.45% with a trading volume of 536,200 shares and a turnover of 559 million yuan [1] - Phoenix Shipping (000520) closed at 4.35, down 5.64% with a trading volume of 296,900 shares and a turnover of 132 million yuan [1] - Other notable declines include Antong Holdings (600179) down 5.54%, Chongqing Port (600279) down 5.29%, and Ningbo Shipping (600798) down 4.96% [1] Capital Flow - The shipping and port sector saw a net outflow of 751 million yuan from main funds, while retail funds had a net inflow of 483 million yuan [1] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors showed interest [1] Individual Stock Capital Flow - North Bay Port (000582) had a main fund net inflow of 25.71 million yuan, while retail funds saw a net outflow of 23.22 million yuan [2] - COSCO Shipping Energy (600026) experienced a main fund net inflow of 18.80 million yuan, but retail funds had a net outflow of 25.41 million yuan [2] - Shanghai Port Group (600018) had a main fund net inflow of 5.09 million yuan, with retail funds also showing a net outflow of 5.47 million yuan [2]

海航科技股份有限公司 2025 年第三次临时股东会会议资料 2025 年 11 月 天津 目 录 | | 议案一：《关于修订和制定部分公司治理制度的议案》 | 1 | | --- | --- | --- | | | 议案二：《关于续聘 年年度报告审计机构、内部控制审计机构的议案》. 2025 | 2 | | 附件 | 1：海航科技股份有限公司董事会议事规则 | 5 | | 附件 | 2：海航科技股份有限公司独立董事工作制度 | 18 | | 附件 | 3：海航科技股份有限公司关联交易管理制度 | 32 | | 附件 | 4：海航科技股份有限公司募集资金管理制度 | 42 | | 附件 | 5：海航科技股份有限公司对外担保管理制度 | 54 | | 附件 | 6：海航科技股份有限公司董事、高级管理人员薪酬管理制度 | 65 | | 附件 | 7：海航科技股份有限公司会计师事务所选聘制度 | 69 | | 附件 | 8：海航科技股份有限公司内部问责管理制度 | 77 | 2025 年第三次临时股东会——议案一 议案一：《关于修订和制定部分公司治理制度的议案》 海航科技股份有限公司 关于修订和制定部分公司治理制度的 ...

Core Insights - The shipping and port sector experienced a decline of 1.97% on November 18, with Haitong Development leading the drop at -10.02% [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Stock Performance - Haitong Development (603162) closed at 11.77, down 10.02% with a trading volume of 512,000 shares and a transaction value of 621 million yuan [1] - Xiamen Port Authority (000905) closed at 11.58, down 8.53% with a trading volume of 1,003,100 shares and a transaction value of 1.207 billion yuan [1] - Other notable declines include: - Guohang Ocean (920571) down 6.37% to 10.44 - Antong Holdings (600179) down 5.41% to 4.55 - HNA Technology (600751) down 5.15% to 4.60 [1] Capital Flow - The shipping and port sector saw a net outflow of 481 million yuan from institutional investors, while retail investors contributed a net inflow of 219 million yuan [1] - Notable capital flows include: - GIGIO9 with a net inflow of 50.12 million yuan from institutional investors [2] - Haixia Co. (002320) with a net inflow of 37.15 million yuan from institutional investors [2] - Saltian Port (000088) with a net inflow of 7.46 million yuan from institutional investors [2]

Core Points - HNA Technology's stock price has dropped by 5.15% on November 18, reaching 4.60 CNY per share, with a trading volume of 253 million CNY and a turnover rate of 2.10%, resulting in a total market capitalization of 13.337 billion CNY [1] - The stock has experienced a continuous decline over three days, with a cumulative drop of 4.34% during this period [1] Company Overview - HNA Technology Co., Ltd. is located at 143 Chongqing Road, Heping District, Tianjin, and was established on March 6, 1982, with its listing date on September 9, 1996 [1] - The company's main business includes IT product distribution, warehousing and logistics, internet finance, cloud marketplace, and cloud computing [1] - The revenue composition of the main business is as follows: 65.77% from merchandise trade, 33.27% from shipping, and 0.96% from other supplementary sources [1] Shareholder Information - Among the top ten circulating shareholders of HNA Technology, a fund under Southern Fund holds a position [2] - The Southern CSI 1000 ETF (512100) reduced its holdings by 512,500 shares in the third quarter, now holding 14.1184 million shares, which accounts for 0.49% of the circulating shares [2] - The estimated floating loss for today is approximately 3.5296 million CNY, with a total floating loss of 3.106 million CNY during the three-day decline [2] Fund Manager Details - The fund manager of Southern CSI 1000 ETF (512100) is Cui Lei, who has been in the position for 7 years and 13 days [3] - The total asset size of the fund is 122.76 billion CNY, with the best fund return during the tenure being 181.49% and the worst being -15.93% [3]

Core Viewpoint - HNA Technology's stock price has shown significant growth this year, with a year-to-date increase of 96.20% and a recent surge of 14.92% over the last five trading days [1] Group 1: Stock Performance - As of November 12, HNA Technology's stock price reached 5.16 CNY per share, with a market capitalization of 14.961 billion CNY [1] - The company has experienced a trading volume of 1.78 billion CNY, with a turnover rate of 1.36% [1] - The stock has appeared on the daily trading leaderboard nine times this year, with the latest instance on November 10, where it recorded a net purchase of 73.4407 million CNY [1] Group 2: Financial Performance - For the period from January to September 2025, HNA Technology reported a revenue of 1.046 billion CNY, reflecting a year-on-year growth of 25.06% [2] - The net profit attributable to shareholders was 96.8356 million CNY, which represents a year-on-year decrease of 13.29% [2] Group 3: Shareholder Information - As of September 30, 2025, HNA Technology had 76,500 shareholders, a decrease of 13.72% from the previous period [2] - The largest shareholders include China Merchants Securities (Hong Kong) Co., Ltd., holding 33.1104 million shares, an increase of 16.9263 million shares from the previous period [2]

Group 1 - HNA Technology held its 12th sixth board meeting on November 11, 2025, to review proposals including the revision and establishment of certain corporate governance systems [1] - For the first half of 2025, HNA Technology's revenue composition was as follows: 65.77% from commodity trading, 33.27% from shipping, 0.85% from other industries, and 0.11% from property leasing [1] - As of the report date, HNA Technology's market capitalization was 14.6 billion yuan [1]