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 11 月 5 日 证券代码：603167 证券简称：渤海轮渡 公告编号：2025-032 渤海轮渡集团股份有限公司 2025年第一次临时股东大会决议公告 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： （二）股东大会召开的地点：渤海轮渡集团股份有限公司一楼会议室 （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 | 227 | | --- | --- | --- | | 2. | 出席会议的股东所持有表决权的股份总数（股） | 212,792,715 | | 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（%） | 45.3576 | （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。 本次股东大会由公司董事会召集。公司董事长吕大强先生主持本次股东大会， 采用现场与网络相结合的投票方式表决。本次股 ...

关于渤海轮渡集团股份有限公司 2025 年第一次 临时股东大会的法律意见书 致:渤海轮渡集团股份有限公司 山东滨海正大律师事务所 (以下简称"本所")接受渤海轮 渡集团股份有限公司(以下简称"渤海轮渡"或"公司")的委托， 就渤海轮渡召开 2025 年第一次临时股东大会（以下简称"本次 股东大会"）的有关事宜，根据《中华人民共和国公司法》(以 下简称"《公司法》")《中华人民共和国证券法》（以下简称"《证 券法》"）《上市公司股东会规则》等法律、法规和其他规范性 文件以及《渤海轮渡集团股份有限公司章程》（以下简称"《公 司章程》"）的有关规定，出具本法律意见书。 为出具本法律意见书，本所律师审查了渤海轮渡提供的有关 本次股东大会的下列文件，包括但不限于： 1.公司章程； 2.公司股东大会议事规则； 3.公司第六届董事会第十九次会议决议； 山东滨海正大律师事务所 ZHENG DA LAW FIRM CORPORATION 中国烟台市环山路 3 号润利大厦 7 楼（邮政编码：264000） 7 th Floor, Run Li Building, 3 Huan Shan Road, Yantai 264000, ...

Group 1 - The shipping and port sector increased by 0.4% compared to the previous trading day, with Haixia Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 4016.33, up 0.7%, while the Shenzhen Component Index closed at 13691.38, up 1.95% [1] - Key stocks in the shipping and port sector showed various performance, with Haixia Co., Ltd. closing at 14.02, up 4.08%, and China Merchants Energy Shipping at 12.44, up 2.56% [1] Group 2 - The shipping and port sector experienced a net outflow of 106 million yuan from institutional investors and 140 million yuan from speculative funds, while retail investors saw a net inflow of 246 million yuan [2] - The table of fund flows indicates that China Merchants Energy Shipping had a net inflow of 505.22 million yuan from institutional investors, while Haixia Co., Ltd. had a net inflow of 135.61 million yuan from retail investors [3] - The overall market sentiment in the shipping and port sector reflects mixed investor behavior, with institutional and speculative funds withdrawing while retail investors are actively buying [2][3]

Core Viewpoint - The company aims to enhance its operational efficiency and profitability through various strategic measures, while also noting its current position relative to competitors in the ferry industry [1] Group 1: Company Comparison - COSCO Shipping Ferry operates 12 vessels, while Bohai Ferry operates 14 vessels, indicating a slight advantage in fleet size for Bohai Ferry [1] - The average age of vessels in COSCO Shipping Ferry is higher than that of Bohai Ferry, suggesting potential inefficiencies in operations [1] Group 2: Strategic Initiatives - The company plans to improve its profitability by updating and renovating its fleet, engaging in joint marketing efforts, enhancing vessel utilization, improving management efficiency, and controlling costs [1] - A collaborative mechanism termed "South-North linkage + resource complementarity" will be established to maximize synergistic benefits [1]

Investment Rating - The report rates the transportation industry as "Outperform" [1] Core Views - Crude oil freight rates have decreased month-on-month, while container shipping rates on long-distance routes have increased. The China Import Crude Oil Comprehensive Index (CTFI) reported 1632.26 points on October 23, down 8.9% from October 16. The VLCC market remains cautious due to the implementation of special port fees between China and the US, leading to a weak sentiment among shipowners [2][13] - Guangdong Province has released a high-quality development plan for the low-altitude economy, aiming to establish itself as a national leader in this sector. The civil aviation industry has shown steady growth in the first three quarters of 2025, with a total transport turnover of 1220.3 billion ton-kilometers, a year-on-year increase of 10.3% [2][15][16] - In Shenzhen, the monthly delivery volume of autonomous vehicles has surpassed one million, with a year-on-year growth of 12.7% in express delivery volume in September. The postal industry reported a total business income of 152.57 billion yuan in September, up 6.8% year-on-year [2][22][24] Summary by Sections Industry Hot Events - Crude oil freight rates have decreased, while container shipping rates on long-distance routes have increased. The CTFI reported a decrease of 8.9% [2][13] - Guangdong's low-altitude economy development plan aims to optimize airspace management and promote low-altitude logistics [15][16] - Shenzhen's autonomous vehicle delivery volume has exceeded one million, with express delivery volume growing by 12.7% [22][24] High-Frequency Data Tracking - The Baltic Air Freight Price Index has increased month-on-month but decreased year-on-year. The Shanghai outbound air freight price index has shown a month-on-month increase of 6.9% [26] - Domestic cargo flights have increased by 3.05% year-on-year, while international flights have risen by 15.86% [32] - The express delivery business volume in September increased by 12.7% year-on-year, with total business income reaching 127.37 billion yuan [50][54] Investment Recommendations - Focus on the equipment and manufacturing export chain, recommending companies like COSCO Shipping Specialized Carriers, China Merchants Energy Shipping, and Huamao Logistics [4] - Pay attention to the low-altitude economy investment opportunities, recommending CITIC Offshore Helicopter [4] - Consider investment opportunities in the highway and railway sectors, recommending companies like Gansu Expressway and Beijing-Shanghai High-Speed Railway [4] - Explore investment opportunities in the express delivery sector, recommending SF Express, Jitu Express, and Yunda Express [4]

Core Insights - The shipping and port sector experienced a rise of 0.58% on October 27, with Bohai Ferry leading the gains [1] - The Shanghai Composite Index closed at 3996.94, up 1.18%, while the Shenzhen Component Index closed at 13489.4, up 1.51% [1] Stock Performance Summary - Bohai Ferry (603167) closed at 10.37, up 4.85%, with a trading volume of 203,300 shares and a turnover of 209 million yuan [1] - China Ocean Shipping (601083) closed at 12.39, up 1.56%, with a trading volume of 143,800 shares and a turnover of 178 million yuan [1] - The overall performance of the shipping and port sector stocks showed mixed results, with some stocks experiencing declines [2] Capital Flow Analysis - The shipping and port sector saw a net outflow of 363 million yuan from institutional investors, while retail investors contributed a net inflow of 336 million yuan [2] - The data indicates that retail investors were more active in the market compared to institutional investors on that day [2] Individual Stock Capital Flow - China Ocean Shipping (601919) had a net inflow of 2.32 billion yuan from institutional investors, while it faced a net outflow of 1.78 billion yuan from speculative funds [3] - China Ocean Energy (600026) saw a net inflow of 30.53 million yuan from institutional investors, with a net outflow of 64.80 million yuan from retail investors [3] - The capital flow data highlights the varying levels of interest from different types of investors across the sector [3]

Group 1 - The stock price of Bohai Ferry increased by 5.06% to 10.39 CNY per share, with a trading volume of 1.33 billion CNY and a turnover rate of 2.78%, resulting in a total market capitalization of 4.874 billion CNY [1] - Bohai Ferry has experienced a continuous increase in stock price for five consecutive days, with a cumulative increase of 3.34% during this period [1] - The company, established on October 15, 1998, and listed on September 6, 2012, primarily engages in passenger and cargo roll-on/roll-off shipping services, financing leasing, cruise business, international passenger roll-on/roll-off transport, and ship fuel sales [1] Group 2 - According to data, one fund under China Europe Fund holds Bohai Ferry as a significant investment, with the China Europe State-Owned Enterprise Dividend Mixed A Fund (019015) holding 297,100 shares, accounting for 3.23% of the fund's net value, ranking as the fifth-largest holding [2] - The fund has generated an estimated floating profit of approximately 148,600 CNY today, with a floating profit of 95,100 CNY during the five-day increase [2] - The China Europe State-Owned Enterprise Dividend Mixed A Fund was established on September 25, 2023, with a latest scale of 33.8038 million CNY and has achieved a year-to-date return of 9.14% [2]

Core Insights - Bohai Ferry (603167.SH) reported a revenue of 1.428 billion yuan for the first three quarters of 2025, representing a year-on-year growth of 1.07% [1] - The company's net profit attributable to shareholders reached 272 million yuan, an increase of 5.68% year-on-year [1] - The non-recurring net profit was 197 million yuan, showing a year-on-year growth of 2.75% [1] - Basic earnings per share stood at 0.58 yuan [1]

Core Viewpoint - Bohai Ferry (603167.SH) reported a positive financial performance for the third quarter, indicating growth in both revenue and net profit compared to the previous year [1] Financial Performance - The company achieved an operating revenue of 700 million yuan, representing an 8.30% year-on-year increase [1] - The net profit attributable to shareholders of the listed company was 170 million yuan, reflecting an 11.61% year-on-year growth [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 168 million yuan, which is a 12.90% increase year-on-year [1] - Basic earnings per share stood at 0.36 yuan [1]

Core Viewpoint - Bohai Ferry (603167) reported its Q3 2025 financial results, showing positive growth in both revenue and net profit compared to the previous year [1] Financial Performance - In Q3 2025, the company achieved an operating revenue of 700 million yuan, representing an 8.3% year-on-year increase [1] - The net profit for Q3 2025 was 170 million yuan, reflecting an 11.61% year-on-year growth [1] - For the first three quarters of 2025, the total operating revenue reached 1.428 billion yuan, which is a 1.07% increase compared to the same period last year [1] - The net profit for the first three quarters was 272 million yuan, showing a 5.68% year-on-year increase [1] - The basic earnings per share (EPS) for the company stood at 0.58 yuan [1]