北京市嘉源律师事务所 关于中信海洋直升机股份有限公司 2025 年第二次临时股东大会的 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 я 在 United Salin YUAN LAW OFFICES 北京 BEJJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 致:中信海洋直升机股份有限公司 北京市嘉源律师事务所 关于中信海洋直升机股份有限公司 2025 年第二次临时股东大会的 法律意见书 嘉源(2025)-04-693 北京市嘉源律师事务所(以下简称"本所")接受中信海洋直升机股份有限 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《中信海洋直升机股份有限公司章程》(以下简称"《公司章程》")的有 关规定,指派本所律师对公司2025年第二次临时股东大会(以下简称"本次股东 大会"）进行见证,并依法出具本法律意见 ...

证券代码：000099 证券简称：中信海直 公告编号：2025-031 中信海洋直升机股份有限公司 2025 年第二次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示 1.本次股东大会无否决议案的情形。 2.本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1.召开时间 现场会议时间：2025年9月18日（星期四）14:30开始。 网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 9 月 18 日 9:15—9:25、9:30－11:30 和 13:00－15:00；通过深圳证券交易所 互联网投票系统投票时间为 2025 年 9 月 18 日 9:15—15:00 期间的任意时间。 2.现场会议召开地点 深圳市南山区南海大道3533号深圳直升机场公司会议室。 3.召开方式 现场投票与网络投票相结合。 4.召集人 公司董事会。 公司副董事长闫增军先生。 6.本次会议符合有关法律、行政法规、部门规章、规范性文件及《公司章程》 的规定。 1 （二）会议出席情况 1.股 ...

Core Viewpoint - The aviation and airport sector experienced a decline of 2.43% on September 18, with Huaxia Airlines leading the drop. The Shanghai Composite Index closed at 3831.66, down 1.15%, while the Shenzhen Component Index closed at 13075.66, down 1.06% [1]. Group 1: Stock Performance - The following stocks in the aviation and airport sector showed notable performance: - Hainan Airlines (600221) closed at 1.73, up 1.17% with a trading volume of 15.53 million shares [1]. - Baiyun Airport (600004) closed at 9.54, down 1.24% with a trading volume of 265,400 shares [1]. - Shanghai Airport (600009) closed at 31.94, down 1.39% with a trading volume of 146,200 shares [1]. - Spring Airlines (601021) closed at 53.31, down 1.82% with a trading volume of 63,800 shares [1]. - Xiamen Airport (600897) closed at 14.43, down 1.84% with a trading volume of 44,300 shares [1]. - Shenzhen Airport (000089) closed at 7.06, down 1.94% with a trading volume of 172,400 shares [1]. - Juneyao Airlines (603885) closed at 13.25, down 2.50% with a trading volume of 254,300 shares [1]. - CITIC Offshore Helicopter (000099) closed at 22.35, down 2.78% with a trading volume of 253,700 shares [1]. - Air China (601111) closed at 7.81, down 3.46% with a trading volume of 859,500 shares [1]. - China Eastern Airlines (600115) closed at 4.04, down 3.81% with a trading volume of 1,648,800 shares [1]. Group 2: Capital Flow - The aviation and airport sector saw a net outflow of 370 million yuan from institutional investors, while retail investors contributed a net inflow of 210 million yuan [2]. - The following stocks experienced significant capital flow: - Shenzhen Airport (000089) had a net inflow of 9.26 million yuan from institutional investors, but a net outflow of 733.53 million yuan from retail investors [3]. - Huaxia Airlines (002928) had a net inflow of 5.35 million yuan from institutional investors, with a net outflow of 137.69 million yuan from retail investors [3]. - Xiamen Airport (600897) had a net inflow of 1.24 million yuan from institutional investors, but a net outflow of 890.25 million yuan from retail investors [3]. - Shanghai Airport (600009) experienced a net outflow of 17.38 million yuan from institutional investors, while retail investors contributed a net inflow of 453.53 million yuan [3]. - Baiyun Airport (600004) had a net outflow of 21.21 million yuan from institutional investors, but a net inflow of 1.26 million yuan from retail investors [3].

Core Insights - The aviation and airport sector experienced a 2.16% increase on September 17, with China Eastern Airlines leading the gains [1] - The Shanghai Composite Index closed at 3876.34, up 0.37%, while the Shenzhen Component Index closed at 13215.46, up 1.16% [1] Stock Performance - China Eastern Airlines (600115) closed at 4.20, up 4.48% with a trading volume of 2.43 million shares and a turnover of 1.007 billion [1] - Xiamen Airport (600897) saw a slight decline of 0.14%, closing at 14.70 with a trading volume of 29,500 shares [2] - The highest gainers included China Eastern Airlines, Xiamen Airlines, and Southern Airlines, with respective increases of 4.48%, 3.03%, and 2.98% [1][2] Capital Flow - The aviation and airport sector saw a net inflow of 106 million in main funds, while retail funds had a net inflow of 103 million [2] - The main funds showed a net outflow of 210 million, indicating a mixed sentiment among institutional investors [2] Individual Stock Capital Flow - China Eastern Airlines had a net outflow of 50.94 million from main funds but a net inflow of 34.51 million from retail investors [3] - China Southern Airlines experienced a net inflow of 6.64 million from main funds, indicating positive retail sentiment despite overall mixed capital flow [3] - Xiamen Airport faced a significant net outflow of 15.59 million from main funds, suggesting weaker institutional interest [3]

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]

Core Insights - The aviation and airport sector experienced a slight increase of 0.27% on September 12, with HNA Holding leading the gains [1] - The Shanghai Composite Index closed at 3883.69, up 0.22%, while the Shenzhen Component Index closed at 12996.38, up 0.13% [1] Group 1: Stock Performance - HNA Holding (600221) closed at 1.61, with a rise of 1.90% and a trading volume of 5.605 million shares [1] - China Eastern Airlines (600115) saw a decline of 0.98%, closing at 4.04 with a trading volume of 771,500 shares [2] - China National Aviation (601111) increased by 1.17%, closing at 7.81 with a trading volume of 525,700 shares [2] Group 2: Capital Flow - The aviation and airport sector experienced a net outflow of 205 million yuan from institutional investors, while retail investors saw a net inflow of 167 million yuan [2] - HNA Holding had a net inflow of 98.86 million yuan from institutional investors, representing 9.67% of its total trading volume [3] - China National Aviation experienced a net outflow of 22.93 million yuan from institutional investors, accounting for 3.78% of its trading volume [3]

证券之星消息，9月9日航空机场板块较上一交易日下跌0.26%，中信海直领跌。当日上证指数报收于 3807.29，下跌0.51%。深证成指报收于12510.6，下跌1.23%。航空机场板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | | --- | --- | --- | --- | --- | --- | --- | | 002928 | 华夏航空 | 9.73 | 2.10% | 23.96万 | | 2.31亿 | | 603885 | 吉祥航空 | 13.03 | 0.54% | 23.54万 | | 3.07亿 | | 600115 | 中国东航 | 4.15 | 0.48% | 75.79万 | | 3.12亿 | | 601111 | 中国国航 | 7.72 | -0.13% | 72.09万 | | 5.55亿 | | 600029 | 南方航空 | 6.13 | -0.16% | 47.90万 | | 2.93亿 | | 600897 | 厦门空港 | 14.84 | -0.40% | 1.77万 | | 2619.96万 | | 0 ...

Core Viewpoint - The company is convening its second extraordinary general meeting of shareholders in 2025 on September 18, 2025, to discuss the nomination of a new non-independent director candidate due to the resignation of the previous director [1][34]. Group 1: Meeting Details - The extraordinary general meeting will be held on September 18, 2025, at 14:30 [5]. - The meeting will combine on-site voting and online voting, with specific time slots for each voting method [6][23]. - The record date for shareholders to attend the meeting is September 15, 2025 [7]. Group 2: Proposal and Voting - The proposal to nominate a new non-independent director candidate has been approved by the board and will be submitted for shareholder approval [12][31]. - The voting for the non-independent director will follow a cumulative voting system [32][36]. Group 3: Director Changes - The previous non-independent director, Yang Wei, has resigned due to work changes, and Zhang Jian has been nominated as his replacement [31][35]. - Zhang Jian meets all legal and regulatory qualifications to serve as a director and has no prior penalties or disqualifications [36][37].

Core Insights - The low-altitude economy is still in its early stages despite breakthroughs in infrastructure, industrial chains, and commercialization [1][13] - The low-altitude economy index has increased by 15.78% year-to-date as of September 5, indicating growing interest [1] - The revenue of 70 component stocks in the low-altitude economy reached 173.14 billion yuan, a year-on-year increase of 2.4%, while net profit decreased by 16.72% to 8.49 billion yuan [1] Infrastructure Development - Infrastructure is crucial for the low-altitude economy, with complexities that differ from traditional aviation [2] - Companies like Zhongke Xingtu and Sichuan Jiuzhou are expanding into low-altitude infrastructure, with revenues of 6.38 million yuan and 1.85 billion yuan respectively [2][3] - Sichuan Jiuzhou plans to invest 260 million yuan in technological upgrades to enhance production capacity [3] Industry Chain Progress - The low-altitude economy has seen significant advancements in airworthiness certification, with key milestones achieved in 2023 [5][6] - Companies like Yingboer are collaborating with leading eVTOL firms, enhancing their capabilities in the low-altitude sector [7] - Wan Feng Aowei, a major player in general aviation, reported a revenue increase of 12.09% to 1.44 billion yuan in its aircraft manufacturing business [9] Commercialization Challenges - Despite progress in the industry chain, commercialization remains a challenge, with companies needing to demonstrate viable business models [10][11] - EHang's revenue guidance was lowered from 900 million yuan to approximately 500 million yuan, focusing on expanding commercial eVTOL operations [11] - A landmark case involving the transportation of materials to an offshore oil platform has been recognized as a benchmark for low-altitude commercialization [12] Overall Industry Outlook - The low-altitude economy is transitioning from conceptual discussions to practical applications, but uncertainties in infrastructure development and commercialization timelines persist [13]