北京市金杜律师事务所 关于华夏航空股份有限公司 2025 年第一次临时股东大会 的法律意见书 致：华夏航空股份有限公司 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 经公司 2022 年年度股东大会审议通过的《公司章程》； 2. 公司于 2025 年 6 月 18 日刊登于巨潮资讯网及深圳证券交易所网站的《华 夏航空股份有限公司第三届董事会第十九次会议决议公告》《华夏航空股份有限公 司第三届监事会第十八次会议决议公告》； 3. 公司于 2025 年 6 月 18 日刊登于巨潮资讯网及深圳证券交易所网站的《华 夏航空股份有限公司关于召开 2025 年第一次临时股东大会的通知》（以下简称《股 东大会通知》）； 4. 公司本次股东大会股权登记日的股东名册； 5. 出席现场会议的股东的到会登记记录及凭证资料； 北京市金杜律师事务所（以下简称本所）接受华夏航空股份有限公司（以下 简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、《中华 人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会《上市公司 股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以 ...

证券代码：002928 证券简称：华夏航空 公告编号：2025-032 华夏航空股份有限公司 2025 年第一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、完整，没有 虚假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决提案的情形。 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 1、会议召开情况： （1）会议召开时间：2025 年 07 月 03 日（星期四） 1）现场会议时间：2025 年 07 月 03 日（星期四）14:30 2）网络投票时间： 深圳证券交易所交易系统投票时间：2025 年 07 月 03 日 09:15～09:25， 09:30～11:30，13:00～15:00； 深圳证券交易所互联网投票系统投票时间：2025 年 07 月 03 日 09:15～15:00。 （2）会议召开地点：重庆市渝北区江北国际机场航安路 30 号华夏航空新办 公楼 524 会议室 （3）会议召开方式：现场表决与网络投票相结合 （4）会议召集人：公司董事会 （5）会议主持人：公司董事长胡晓军先生 本次会议的召开符合《中华人民共和国 ...

Core Points - The successful inaugural flight of the "Xilin Hot—Wuhai—Xi'an" route marks a significant development for Xilin Hot Airport, utilizing the Airbus A320 model for the first time [1][4] - The flight schedule is designed for efficiency, allowing travelers to experience three cities in a shorter time frame, enhancing travel convenience [4] - A promotional ticket reduction campaign has been launched, with one-way fares starting at 330 yuan from Xilin Hot to Wuhai and 520 yuan to Xi'an, aimed at boosting passenger travel intentions [4] Industry Developments - Xilin Hot Airport has seen a continuous improvement in air connectivity, with 22 routes opened this year, reaching 23 cities both within and outside the region [5] - During the peak summer travel season, the airport has expanded its reach to 10 cities outside the region, covering major areas across China, including East, South, North, Northwest, Southwest, and Northeast regions [5] - A themed travel activity titled "Grassland Style·Yellow River Culture" was organized in conjunction with the inaugural flight, with 50 tourists participating in an 8-day cultural experience journey [4][5]

Core Insights - The Civil Aviation Administration of China reported a total profit of 1.2 billion yuan for the aviation industry in 2024, marking a significant improvement of 20.61 billion yuan year-on-year, representing the first overall "loss reduction and profit increase" since the pandemic [1] - Private airlines demonstrated significantly better profitability compared to state-owned carriers, with Spring Airlines, Juneyao Airlines, and China United Airlines achieving net profits of 2.273 billion yuan, 914 million yuan, and 268 million yuan respectively [1] - State-owned airlines, including China Southern Airlines, China Eastern Airlines, and Air China, continued to face losses for the fifth consecutive year, with an average loss reduction from 5 billion USD in 2022 to 286 million USD in 2024 [2] Industry Structure - The profitability of private airlines is attributed to their low-cost operating models, with Spring Airlines exemplifying this approach by maintaining a focus on core metrics such as flight utilization, passenger load factor, and cost control [3] - Private airlines have shown greater flexibility in route selection, prioritizing market demand and profitability, which has allowed them to fill market gaps that state-owned airlines have overlooked [3] - The operational efficiency and decision-making agility of private airlines have enabled them to recover more quickly from the pandemic compared to state-owned counterparts [4] Future Outlook - The aviation market in China is expected to undergo a reshuffling in the coming years as it emerges from the pandemic, with private airlines likely to continue focusing on differentiated and segmented market strategies [4] - State-owned airlines may need to implement deep structural reforms in their organizational, financial, and operational mechanisms to escape the cycle of losses, potentially exploring mixed-ownership trials for non-core routes and subsidiaries [4]

Core Viewpoint - The event organized by Huaxia Airlines aimed to enhance aviation safety skills and celebrate the party's anniversary through practical training and competition [1]. Group 1: Competition Overview - The fifth aviation safety personnel skills competition was held in Chongqing, featuring 8 teams from various bases of Huaxia Airlines [1][3]. - The competition consisted of two main segments: theoretical duty competition and comprehensive physical fitness competition, integrating professional knowledge with competitive elements [3]. Group 2: Theoretical Duty Competition - The theoretical duty competition showcased the results of scenario-based training, including individual and group answering formats, as well as rapid response questions [3]. - Participants engaged with video presentations of real security incidents, enhancing their understanding of aviation security regulations and demonstrating their professional knowledge and psychological resilience [3]. Group 3: Comprehensive Physical Fitness Competition - The physical fitness segment combined high-intensity physical tasks, information memorization, psychological pressure resistance, and emergency response skills, creating a multi-dimensional assessment system [5][6]. - Contestants were required to memorize key information quickly, overcome physical obstacles, and respond to simulated emergencies using professional tactics, rigorously testing their emergency response capabilities [6]. Group 4: Results and Future Plans - After intense competition, the Inner Mongolia base security team won the group first prize, with six individual awards distributed among participants [7]. - Huaxia Airlines has successfully hosted this event for five consecutive years, significantly improving the operational capabilities and teamwork of aviation security personnel, while reinforcing the company's air defense safety measures [7]. - The company plans to continue prioritizing safety and strengthening its aviation security team to ensure passenger safety and contribute positively to the party's initiatives [7].

Investment Rating - The report rates the transportation industry as "Outperform" [2] Core Insights - The easing of tensions in the Middle East has led to a decline in oil tanker rates, with the VLCC market experiencing a significant price drop of 14.31% compared to June 19, with current rates at WS59.88 [3][12] - In the shipping sector, the demand for European routes has improved, resulting in a 10.6% increase in spot market booking prices, while the US routes have seen a decline of 7.0% and 11.9% for the West and East coasts, respectively [3][14] - During the summer travel season, Hainan Airlines plans to operate nearly 2,500 flights daily, with domestic ticket bookings reaching 17.9 million, a 5% increase year-on-year [3][15] - The newly unveiled Zhuque eVTOL has a range of 600 kilometers, and from January to May, national railway freight volume increased by 3.1% year-on-year, totaling 1.641 billion tons [3][22] Summary by Sections 1. Industry Hot Events - The Middle East situation has calmed, leading to a reduction in oil tanker rates and a return to supply-demand fundamentals [12] - Hainan Airlines is set to launch 75 new domestic and international routes during the summer travel season, with a daily flight plan of nearly 2,500 [15] - The Zhuque eVTOL was showcased, achieving a range of 600 kilometers, while railway freight volume showed a year-on-year increase [22] 2. High-Frequency Data Tracking - Air logistics: The overall trend for routes to the Asia-Pacific remains stable, with air freight prices showing a decline [25] - Shipping ports: The domestic container shipping price index has decreased, while dry bulk freight rates have also fallen [43] - Express logistics: In May 2025, express delivery volume increased by 17.20% year-on-year, with revenue rising by 8.20% [54] - Air travel: The average daily international flights in the last week of June 2025 increased by 17.51% year-on-year [3] - Road and rail: The number of freight trucks on highways increased by 0.88% week-on-week [3] 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 road and rail sector, recommending Sichuan Chengyu, Gansu Expressway, and others [4] - Interest in cruise and ferry investment opportunities, 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, Southern Airlines, and others [4]

Core Points - A new direct flight route from Yulin to Enshi is set to open, enhancing connectivity between Shaanxi and Hubei provinces, and promoting cultural and business exchanges [1][2] - The flight will be operated by Huaxia Airlines using an Airbus A320, with ticket prices starting at 400 RMB, and a flight duration of approximately 1 hour and 40 minutes [1] - Enshi, known as the "World Selenium Capital," offers stunning natural landscapes and rich cultural heritage, which will attract Yulin residents to explore its unique offerings [2] Summary by Sections New Flight Route - The new flight route will provide convenient travel options for Yulin residents, facilitating business interactions and cultural exchanges between the two regions [1] - The route is expected to boost tourism in Yulin by allowing easier access to Enshi's attractions [1] Cultural and Natural Attractions - Yulin is rich in history and culture, featuring significant landmarks such as the Great Wall ruins and unique local cuisine [1] - Enshi is celebrated for its breathtaking natural scenery and cultural heritage, including the Tujia and Miao ethnic cultures, which will appeal to tourists [2]

Group 1: Aviation Sector - The aviation sector is expected to see strong demand during the summer peak season, with a recommendation to focus on pre-peak investment opportunities. The industry has gradually emerged from the low-demand season since March, with rational pricing strategies from airlines supporting demand [3][12]. - In 2024, the total revenue of six listed airlines is projected to reach 521.8 billion yuan, a year-on-year increase of 14%, with a tax pre-profit of 3 billion yuan, a significant recovery from a loss of 9 billion yuan in 2023. Different airlines show varying degrees of profit improvement [10][12]. - The report highlights that the international oil price decline will significantly enhance airline profits. A 5% drop in Brent crude oil prices could increase the pre-tax profits of major airlines by 29 billion yuan for Air China and 23 billion yuan for Eastern Airlines [14][15]. Group 2: Express Delivery Sector - The express delivery sector is anticipated to maintain strong growth resilience, with business volumes expected to increase by 21.5% in 2024 and 21.6% in Q1 2025. The total business volume for 2024 is projected to reach 1.758 billion pieces [32][35]. - The market concentration in the express delivery industry is on the rise, with the CR8 index expected to reach 85.2% in 2024 and 86.9% in Q1 2025, indicating a more consolidated market [32][35]. - Revenue for the express delivery industry is forecasted to grow by 13.8% in 2024, reaching 1.4 trillion yuan, with a slight pressure on average ticket prices, which are expected to decline by 14.2% [35][36]. Group 3: Dividend and Asset Value - The report emphasizes the value of dividend assets in the transportation sector, with cash dividend ratios for highways, railways, and ports projected at 51%, 47%, and 36% respectively for 2024, indicating strong cash flow stability [44][45]. - The TTM dividend yields for these sectors are expected to be 3.0% for highways, 3.3% for railways, and 2.3% for ports, reflecting a stable increase compared to previous years [44][45]. Group 4: Shipping Sector - The shipping sector faces short-term pressure due to US-China tariff disputes, but structural opportunities may arise. The report suggests that the tariff situation could lead to a shift in import demands, particularly for agricultural products, which may benefit dry bulk shipping [48][56]. - Historical data indicates that previous trade disputes have led to increased shipping rates for certain routes, suggesting potential for similar outcomes in the current context [48][56].

Core Viewpoint - The domestic aviation industry is experiencing a significant improvement in passenger load factors and overall performance, with expectations for continued positive trends in pricing and demand during the summer travel season [1][4]. Group 1: Operational Performance - In May 2025, domestic airlines reported a notable increase in passenger load factors, with major airlines seeing an approximate 3 percentage point rise year-on-year [1]. - Eastern Airlines recorded the highest growth in passenger volume, increasing by 10.8%, while Spring Airlines and Juneyao Airlines saw increases of 14.6% and 0.3%, respectively [1][2]. - The average daily flight volume in the domestic market remained stable compared to April, with a year-on-year growth of 3.2% [2]. Group 2: International Market Trends - The international and regional routes are gradually expanding, with significant recovery in routes to Japan, South Korea, New Zealand, Malaysia, and Vietnam [2]. - Among major airlines, China Southern and Eastern Airlines have increased capacity significantly, while Juneyao Airlines has shifted focus towards international routes [2]. Group 3: Supply and Demand Dynamics - The introduction of new aircraft remains low, with a total of 76 aircraft introduced in the first five months of 2025, indicating a slow growth in supply [3]. - The industry is witnessing record-high passenger load factors, and prices are stabilizing as the summer travel season approaches, leading to optimistic expectations for performance [3]. Group 4: Investment Recommendations - The positive performance during the May Day holiday and stable pricing in early June suggest a favorable outlook for the aviation industry, with recommendations to invest in Spring Airlines, Juneyao Airlines, and Huaxia Airlines [4].

Investment Rating - The investment rating for the aviation transportation industry is "Positive" [2]. Core Viewpoints - The report highlights that the supply in the aviation industry is gradually contracting, with a narrowing decline in ticket prices. An improvement in supply-demand dynamics is expected during the peak travel season [3][4]. - The industry is experiencing a high passenger load factor, with limited room for recovery in utilization rates. The supply contraction is intensifying, leading to a trend of narrowing year-on-year ticket price declines, which may improve the industry’s supply-demand relationship [14][3]. Summary by Sections Investment Recommendations - The report suggests focusing on key airlines such as Air China, China Southern Airlines, Spring Airlines, Juneyao Airlines, and China Eastern Airlines due to the anticipated recovery in air travel demand during the peak season [3][14]. Industry Supply Contraction and Ticket Price Trends - The industry’s passenger load factor remains high, with an increasing proportion of grounded aircraft. In April 2025, the industry’s Available Seat Kilometers (ASK) and Revenue Passenger Kilometers (RPK) increased by 8.1% and 11.5% year-on-year, respectively, with a passenger load factor of 84.5%, up 2.6 percentage points year-on-year [4][16]. - The average ticket price in June 2025 was down 5.9% year-on-year, with the average domestic ticket price for 2025 year-to-date at 837 RMB, a decline of 9.4% year-on-year [5][26]. Oil Prices and Exchange Rates - The average price of aviation kerosene in Q1 and Q2 2025 was 5,952 RMB/ton and 5,385 RMB/ton, respectively, showing a year-on-year decrease of 10.0% and 17.0%. The Brent crude oil price averaged 67.95 USD/barrel as of June 16, 2025, down 18.1% year-on-year [6][37][38]. Airline Capacity and Load Factors - In May 2025, airlines increased their international capacity, with domestic load factors remaining high. The overall ASK for major airlines showed a year-on-year increase, with international routes recovering faster than domestic routes [45][46]. - The report indicates that the passenger load factors for domestic routes exceeded those of 2019, with significant increases noted for China Eastern and China Southern Airlines on international routes [45][47].