春秋航空股份有限公司 章 程 （2025 年 6 月修订） | 第一章 | 总则 | 1 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 2 | | | 第三章 | 股 份 | 3 | | 第四章 | 股东和股东会 7 | | | 第五章 | 董事和董事会 23 | | | 第六章 | 高级管理人员 35 | | | 第七章 | 财务会计制度、利润分配和审计 37 | | | 第八章 | 通知和公告 41 | | | 第九章 | 合并、分立、增资、减资、解散和清算 42 | | | 第十章 | 修改章程 | 46 | | 第十一章 | 附 则 | 47 | 春秋航空股份有限公司 章程 第一章 总则 公司经中国民用航空局"民航函[2010]1282 号"文《民航企业机场联合 重组改制许可决定书》批准，由春秋航空有限公司整体变更为股份有限 公司；在上海市工商行政管理局注册登记，取得营业执照，营业执照注 册号为：310227001340394。 - 1 - 第一条 为维护春秋航空股份有限公司（以下简称"公司"或"本公司"）、股东、 职工和债权人的合法权益，规范公司的组织和行为，根据《中华 ...

北京市嘉源律师事务所 关于春秋航空股份有限公司 2024 年年度股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 a 关于春秋航空股份有限公司 2024 年年度股东大会的 法律意见书 嘉源(2025)-04-416 北京市嘉源律师事务所(以下简称"本所")接受春秋航空股份有限公司(以 下简称"公司")的委托,根据《中华人民共和国公司法》(以下简称"《公司法》") 《上市公司股东会规则》(以下简称"《股东会规则》")等现行有效的法律、行政 法规、部门规章、规范性文件(以下简称"法律法规")以及《春秋航空股份有 限公司章程》(以下简称"《公司章程》")的有关规定,指派本所律师对公司 2024 年年度股东大会(以下简称"本次股东大会")进行见证,并依法出具本法律意 见书。 为出具本法律意见书,本所指派律师现场见证了本次股东大会,查阅了公司 提供的与本次股东大会有关的文件和资料,并进行了必要的审查和验证。在前述 审查和验证的过程中,本所律师得到公司的如下承诺和保证,就本所认为出具本 法律意见书所必需审查的事项而言,公司已经提供了全部相关的原始书面材料、 副本材料或口头证言,该等资 ...

(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： | 1、出席会议的股东和代理人人数 | 329 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 627,304,209 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 64.1196 | 证券代码：601021 证券简称：春秋航空 公告编号：2025-029 春秋航空股份有限公司 2024年年度股东大会决议公告 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)股东大会召开的时间：2025 年 6 月 10 日 (二)股东大会召开的地点：上海市长宁区虹桥路 2599 号春秋航空总部办公楼一 楼 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司董事会召集，采用现场会议、现场投票与网络投票的方式召 开。公司董事长王煜先生主持会议，符合《公司法》等法律、法规及《公司 ...

Investment Rating - The industry investment rating is "In-Line" [5][10]. Core Insights - China's total absolute non-domestic Available Seat Kilometers (ASK) was 76% of 2019's level as of June 9, 2025, reflecting a 12% year-over-year increase but a slight decrease of 1% week-over-week [10]. - Excluding US routes, the recovery of China's absolute non-domestic ASK reached 86% of 2019's level [10]. - Capacity additions were noted on Hong Kong (+2%) and US (+1%) routes, while reductions occurred on Macau (-1%) and Korea (-1%) routes [10]. - Significant year-over-year increases in ASK were observed for Japan (+35%), Korea (+25%), Hong Kong (+17%), and US (+13%) routes, while Macau (-15%) and Thailand (-31%) saw decreases [10]. - Seat capacity for Japan, Thailand, and Korea routes reached 106%, 47%, and 94% of 2019 levels, respectively, while US routes were at 29% [10]. Summary by Relevant Sections International Air Capacity - Non-domestic ASK was 76% of 2019's level as of June 9, 2025, compared to 77% the previous week [2]. - Total seat capacity has recovered to approximately 80% of 2019's level [5]. Capacity Recovery - The report highlights that total absolute non-domestic ASK was -1% week-over-week and +12% year-over-year [10]. - Specific route recoveries include Japan at 106%, Korea at 94%, and US routes at 29% of 2019 levels [10]. Company Ratings - Air China Limited (601111.SS) rated Equal-weight, Air China Limited (0753.HK) rated Overweight [62]. - Cathay Pacific Airways (0293.HK) rated Equal-weight, China Eastern Airlines (600115.SS) rated Equal-weight [62]. - China Southern Airlines (600029.SS) rated Equal-weight, COSCO SHIPPING Energy Transportation (1138.HK) rated Overweight [62].

Investment Rating - The report rates the transportation industry as "Outperform" [1] Core Insights - The shipping rates on the Asia-Brazil route have surged by 100% due to a shortage of available vessels and containers, with rates reaching $3,300 per container [2][12] - The global new ship order volume has dropped to a four-year low, with only 439 vessels ordered in the first four months of 2025, a significant decrease from 980 vessels in the same period of 2024 [2][13] - During the Dragon Boat Festival in 2025, civil aviation passenger volume reached 5.63 million, with a total of 101 new international air cargo routes opened in the first five months [2][14] - The express delivery industry saw a 15.4% year-on-year increase in package volume during the Dragon Boat Festival, with a total of 1.511 billion packages collected nationwide [2][21] Summary by Sections 1. Industry Hot Events - The Asia-Brazil shipping rates increased by 100% due to a shortage of vessels and containers, influenced by trade policies and seasonal demand [12] - The civil aviation passenger volume during the Dragon Boat Festival reached 5.63 million, with 101 new international air cargo routes opened [14] - The express delivery industry experienced a 15.4% year-on-year growth in package volume during the Dragon Boat Festival [21] 2. High-Frequency Data Tracking - In May 2025, domestic cargo flight operations decreased by 6.76%, while international flights increased by 26.98% [33] - The shipping price index for domestic trade decreased, while dry bulk freight rates increased [41] - The express delivery business volume in April 2025 rose by 19.10% year-on-year, with revenue increasing by 10.80% [52] 3. Investment Recommendations - Focus on the equipment and manufacturing export chain, recommending companies like COSCO Shipping, China Merchants Energy Shipping, and Huamao Logistics [4] - Attention to low-altitude economy investment opportunities, recommending CITIC Offshore Helicopter [4] - Investment opportunities in the cruise and ferry sectors, recommending Bohai Ferry and Haixia Co [4] - E-commerce and express delivery investment opportunities, recommending SF Express, Jitu Express, and Yunda [4] - Investment opportunities in the aviation sector, recommending China National Aviation, China Southern Airlines, and Spring Airlines [4]

Investment Rating - The report maintains an "Outperform" rating for the transportation industry [1][3][5] Core Views - The logistics sector is benefiting from the introduction of unmanned delivery vehicles, which are expected to reduce costs and improve efficiency in the last mile of delivery [2][47] - The shipping industry is experiencing a divergence in performance, with oil tanker rates rising significantly for smaller vessels while VLCC rates are under pressure due to geopolitical factors [1][20][68] - The air travel sector is entering a low season, but domestic passenger flight volumes remain above 2019 levels, indicating a potential for recovery in pricing and demand [2][40][42] - The express delivery market is seeing strong demand growth, with major players like SF Express and ZTO Express planning to scale up their fleets of unmanned delivery vehicles [2][51] Summary by Sections Shipping Sector - Oil tanker rates have shown significant divergence, with small vessel rates increasing while VLCC rates are under pressure due to geopolitical tensions [1][20] - The report anticipates a rise in shipping rates due to limited new capacity and potential demand recovery, recommending companies like COSCO Shipping Energy and China Merchants Energy [1][68] Air Travel Sector - The overall and domestic passenger flight volumes have decreased slightly, but remain above 2019 levels, indicating resilience in the market [2][40] - The report suggests that domestic airfares may stabilize and recover in 2025, with recommendations for airlines such as Air China and China Southern Airlines [2][42] Express Delivery Sector - The introduction of unmanned delivery vehicles is expected to significantly reduce costs for leading companies in the express delivery market [2][47] - SF Express is projected to maintain a strong growth rate of 15-20% over the next two years, with a PE ratio of approximately 20 times for 2025 [2][51] Investment Recommendations - The report recommends a focus on companies with stable operations and potential for steady returns, including SF Express, ZTO Express, and China Merchants Energy [5][27]

Investment Rating - The industry investment rating is "Overweight" [2][4] Core Insights - The report highlights a long-term logic for a "super cycle" in the Chinese aviation industry, driven by sustained demand and a low growth supply environment. The report suggests that the industry is entering a phase of low supply growth while demand continues to grow steadily [2][4] - The report anticipates a gradual recovery in supply and demand from 2023 to 2024, with ticket prices expected to rise as demand strengthens. By 2025-2026, the report predicts further improvements in supply-demand dynamics, leading to increased profitability for airlines [4][9] - The report emphasizes the importance of strategic positioning during this low growth phase, recommending an overweight position in high-quality airline networks such as China National Aviation, Spring Airlines, and others [4][9] Summary by Sections Supply and Demand Dynamics - The report notes that the supply side is entering a low growth era, influenced by internal factors such as airspace constraints and a slowdown in fleet expansion plans by airlines. External factors include slow recovery in aircraft manufacturing post-pandemic [4][9] - Demand is expected to remain robust, driven by a growing aviation population and the release of pent-up demand, transitioning into a new normal by 2023-2024 [4][9] Pricing and Profitability - The report indicates that ticket prices have become largely market-driven, with expectations for price increases as demand recovers. The combination of rising ticket prices and declining oil prices is projected to accelerate profitability recovery for airlines [4][9] - The report forecasts that by 2025, airlines will experience a significant recovery in profitability, with expectations for improved performance during peak travel seasons [4][9] Strategic Recommendations - The report advises investors to focus on long-term opportunities in the aviation sector, particularly in high-quality airline networks. It recommends an overweight position in specific airlines such as China National Aviation, Southern Airlines, and Spring Airlines [4][9]

证券代码：601021 证券简称：春秋航空 公告编号：2025-028 春秋航空股份有限公司 关于股份回购进展公告 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： | 回购方案首次披露日 | 2024/11/6 | | --- | --- | | 回购方案实施期限 | 待董事会审议通过后 12 个月 | | 预计回购金额 | 15,000万元~30,000万元 | | 回购用途 | □减少注册资本 √用于员工持股计划或股权激励 | | | □用于转换公司可转债 | | | □为维护公司价值及股东权益 | | 累计已回购股数 | 3,711,800股 | | 累计已回购股数占总股本比例 | 0.3794% | | 累计已回购金额 | 190,398,675.44元 | | 实际回购价格区间 | 48.25元/股~55.99元/股 | 一、回购股份的基本情况 公司于 2024 年 11 月 4 日召开第五届董事会第八次会议，审议通过了《关于 以集中竞价交易方式回购公司股份的议案》（以下简称"本次回购方案"），同意公 ...

Summary of Conference Call Notes Industry Overview - The focus is on the logistics and transportation industry, particularly the integration of unmanned vehicles and the profitability of airlines [1][2]. Key Points on Unmanned Vehicles - Unmanned vehicle procurement is expected to more than double, leading to cost reductions in the last-mile delivery segment [1]. - Forecasted unmanned vehicle scales for 2024 are as follows: - SF Express: 800 units - ZTO Express: over 1000 units - YTO Express: 500 units - Shentong Express: 200-300 units - By 2025, leading express companies are anticipated to see unmanned vehicle scales double [1]. - The price of the E-series unmanned logistics vehicle from Jiushi Intelligent has dropped to 19,800 yuan, with a monthly subscription service for FSD starting at 1,800 yuan [1]. - Different procurement strategies are being adopted by express companies: - SF Express is utilizing a leasing model for quicker deployment. - The Tongda system is supporting franchisees in procuring unmanned vehicles to reduce costs [1]. - There is an expectation for further opening of road rights, which would enhance cost reductions in last-mile delivery through unmanned vehicles [1]. Key Points on Airline Profitability - The domestic airline revenue management strategy has begun to show effects, with domestic ticket prices experiencing year-on-year growth [3]. - It is projected that the year-on-year decline in seat revenue for listed airlines in Q2 will narrow to 3%-4% [3]. - Due to OPEC+ continuing to increase production unexpectedly from May to July, it is anticipated that airline unit fuel costs will decrease by approximately 18% year-on-year by Q2 2025 [3]. - The correlation between ticket prices and fuel costs suggests that the three major airlines are likely to achieve positive profits in Q2, with private airlines also expected to show year-on-year growth [3]. - There may be a decline in volume and price data following the exam period and the Dragon Boat Festival, which could present a reverse layout opportunity [3]. - Recommendations include: - Juneyao Airlines - Huaxia Airlines - Spring Airlines - Air China H - China Southern Airlines H [3]. Additional Insights - The report emphasizes the importance of monitoring the profitability turning point for airlines and the potential for unmanned vehicles to significantly impact cost structures in logistics [1][3].

Core Viewpoint - The A-share airport and aviation sector experienced a decline at the beginning of trading, with several airlines, including Juneyao Airlines, falling over 3% [1] Company Summary - Juneyao Airlines saw a drop of more than 3% in its stock price [1] - Other airlines such as Spring Airlines, Air China, Southern Airlines, Huaxia Airlines, and China Eastern Airlines also followed the downward trend [1]