调整后的审计委员会成员中独立董事占半数以上，独立董事叶忠明先生担任 主任委员，为会计专业人士。上述审计委员会委员任期自本次董事会决议通过之 日起至第八届董事会届满之日止。 特此公告。 中航成飞股份有限公司董事会 关于调整公司第八届董事会审计委员会成员的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 中航成飞股份有限公司（以下简称"公司"）为进一步优化公司治理结构， 结合公司实际情况，根据《中华人民共和国公司法》及《中航成飞股份有限公司 章程》《中航成飞股份有限公司董事会审计委员会工作细则》等有关规定，于 2025 年 9 月 17 日召开第八届董事会第六次会议，审议通过《关于调整公司董事会审 计委员会成员的议案》，公司审计委员会成员由 3 名调整为 5 名，新增委员李波、 郭剑锋。具体调整情况如下： 调整前审计委员会成员：叶忠明（主任委员）、徐东升、刘哲玮 调整后审计委员会成员：叶忠明（主任委员）、徐东升、李波（新增）、郭 剑锋（新增）、刘哲玮 证券代码：302132 证券简称：中航成飞 公告编号：2025-068 中航成飞股份有限公司 2025 年 9 ...

Investment Rating - The industry investment rating is "Recommended (Maintain)" [1] Core Insights - The military trade market is significantly influenced by geopolitical factors, with advanced weaponry impacting national military capabilities and political dynamics. The U.S. and its allies dominate global military trade exports, accounting for 64.10% and 78.06% of total exports in the periods 2015-2019 and 2020-2024, respectively [2][34] - The global military trade market is characterized by high concentration, with the top ten exporting countries accounting for 89.70% of total exports from 2015-2019 and 88.60% from 2020-2024. The U.S. and France are the top two exporters in the latter period, with a combined share of 52.60% [2][34] - China's military trade share is expected to increase in the long term, aligning with its manufacturing capabilities and international influence, despite currently holding only 3.9% of the global military trade market in 2024 [2][34] Summary by Sections Military Trade Overview - Military trade, or arms trade, is a unique sector closely tied to geopolitical and military strategies, reflecting national interests and political continuity [12] - The United Nations defines military trade as the transfer of military equipment between countries, which plays a crucial role in regulating international political relations [12] Global Military Trade Landscape - According to SIPRI, global military trade has experienced stable growth, with total trade increasing from 80.82 billion TIV in 1950 to 289.38 billion TIV in 2024, reflecting a compound annual growth rate of 1.72% [30] - The military trade market has undergone three significant fluctuations since 1950, with the most recent period (2002-present) showing a recovery in trade volumes due to increased global tensions and military spending [30] Major Military Exporting Countries - The top five military exporting countries from 2015-2019 were the U.S., Russia, France, China, and Germany, with the U.S. maintaining a dominant position [34] - The military trade export figures for the U.S. rose from 503.68 billion TIV in 2015-2019 to 609.49 billion TIV in 2020-2024, marking a 21.01% increase [35] China's Military Trade Situation - China's military trade has seen fluctuations, with exports decreasing from 88.62 billion TIV in 2015-2019 to 83.85 billion TIV in 2020-2024, a decline of 5.38% [35] - The report highlights that China's military trade is expected to grow due to increasing geopolitical conflicts and the country's enhanced military capabilities [2][34]

Summary of Key Points Core Viewpoint - In 2023, a total of 98 companies have implemented private placements, raising a cumulative amount of 756.73 billion yuan, indicating a significant trend in capital raising through equity financing in various sectors [1][2]. Group 1: Capital Raised and Company Distribution - 98 companies have conducted private placements, with a total of 109 records and 98.22 billion shares issued, raising a total of 756.73 billion yuan [1]. - The distribution of raised capital shows that 19 companies from the Shenzhen Main Board raised 35.51 billion yuan, 42 companies from the Shanghai Main Board raised 659.11 billion yuan, 22 companies from the ChiNext raised 34.03 billion yuan, and 15 companies from the Sci-Tech Innovation Board raised 28.08 billion yuan [1]. - The industries with the most companies conducting private placements include electronics, power equipment, and basic chemicals, with 14, 12, and 12 companies respectively [1]. Group 2: Top Fundraising Companies - The company that raised the most capital is Bank of China, with 165 billion yuan, followed by Postal Savings Bank and Bank of Communications, raising 130 billion yuan and 120 billion yuan respectively [2]. - Other notable companies include China Construction Bank with 105 billion yuan and Guolian Minsheng with 31.49 billion yuan [2]. Group 3: Premium and Discount Analysis - Among the private placements, there are 102 records where the latest closing price exceeds the placement price, with the highest premium recorded by AVIC Chengfei, Robotech, and Dongshan Precision at 883.50%, 598.99%, and 595.17% respectively [2][3]. - Conversely, there are 7 records where the latest price is below the placement price, with the largest discounts seen in Shen High-Speed, AVIC Heavy Machinery, and Bank of Communications at -22.38%, -20.40%, and -16.57% respectively [2][4].

Core Viewpoint - The company reported a significant decline in revenue and net profit for the first half of 2025, but there are signs of potential recovery in the upcoming quarters due to a large number of products that have passed delivery acceptance but have not yet reached the payment milestone [1][2][3]. Financial Performance - In the first half of 2025, the company achieved operating revenue of 20.702 billion yuan, a decrease of approximately 38.99% year-on-year [1][2]. - The net profit attributable to shareholders was 913 million yuan, down 68.33% compared to the same period last year [1][2]. - The net profit excluding non-recurring gains and losses was 855 million yuan, showing a substantial increase of 1180.03% year-on-year [1][2]. - The decline in revenue and net profit was primarily due to a significant reduction in product sales, particularly in the aviation sector, where revenue decreased by approximately 39.81% [2]. Cost and Expense Analysis - Financial expenses saw a significant change due to a decrease in interest income [2]. - Research and development expenses amounted to 213 million yuan, down approximately 25.93% year-on-year [2]. - Selling expenses slightly decreased by 0.27% to 45.8925 million yuan, while management expenses decreased by 2.49% to 562 million yuan [2]. Order and Payment Dynamics - The company's cash and cash equivalents decreased by approximately 38.30% to 17.635 billion yuan, while contract assets increased significantly by about 51.46% [3]. - Accounts receivable surged by 90.95% to 16.346 billion yuan, indicating a busy delivery phase, with many products having passed acceptance but not yet reached the payment timeline [3]. - Prepayments decreased by approximately 12.95%, while accounts payable increased by about 8.42% [3]. Industry Outlook - The Chinese military trade sector is entering a new phase, with increasing international competitiveness and a growing demand for high-tech weaponry [4]. - China's military trade market share is currently low compared to global leaders like the U.S. and Russia, indicating significant growth potential [4]. - The ongoing geopolitical dynamics, particularly the implications of the Russia-Ukraine conflict, may create new opportunities for China's military exports [4]. Future Projections - The company is expected to benefit from the acceleration of strategic air force construction and the rapid advancement of domestic aircraft manufacturing [6]. - Forecasts for net profit attributable to shareholders for 2025 to 2027 are 3.593 billion yuan, 4.185 billion yuan, and 5.420 billion yuan, representing year-on-year growth rates of 3099.40%, 16.48%, and 29.50% respectively [6].

Core Viewpoint - The temporary shareholders' meeting of AVIC Chengfei (302132.SZ) on September 12 did not pass the proposal to amend the "Investment Management System" due to a significant number of abstentions, primarily from the largest shareholder, AVIC Group [1][4]. Group 1: Shareholder Meeting Outcomes - The meeting reviewed a total of 10 proposals, including the amendment of the "Fundraising Management System" [1]. - The proposal regarding the amendment of the "Investment Management System" was not passed due to abstentions from approximately 2.1 billion shares, which corresponds to the holdings of AVIC Group [3][4]. - The voting results showed that only about 2.97 million shares (12.36%) supported the proposal, while 948,400 shares (0.04%) opposed it, and 2.1 billion shares (87.60%) were abstained [4]. Group 2: Changes in Investment Management System - The new "Investment Management System" shifts from "person authorization" to "matter approval," decentralizing investment rights to the board of directors, shareholders' meeting, and the general manager's office [3][6]. - The previous system allowed the chairman to make decisions on investments below 10% of the company's audited net assets, while the new system establishes clear approval thresholds based on transaction scale and impact [6][7]. - The new system emphasizes collective decision-making, removing individual authorization for the chairman and instead requiring decisions to be made collectively by the relevant decision-making bodies [6][7].

Core Viewpoint - The recent temporary shareholders' meeting of AVIC Chengfei (302132.SZ) revealed significant shareholder dynamics, particularly regarding the failure to pass the revised investment management system due to a high number of abstentions, primarily from the largest shareholder, AVIC Group [1][2][4]. Group 1: Shareholder Voting Dynamics - The proposal to amend the investment management system was not approved due to approximately 2.1 billion shares abstaining from voting, which corresponds to the shares held by AVIC Group, the largest shareholder [1][3]. - The voting results showed that only about 12.36% of the attending shareholders supported the proposal, while 87.60% abstained, indicating a lack of consensus among shareholders [1][2]. - In contrast, minority shareholders exhibited a different voting trend, with 58.34% in favor, 37.74% against, and only 3.92% abstaining [2]. Group 2: Changes in Investment Management System - The revised investment management system shifted from a "person authorization" model to a "matter approval" model, decentralizing investment decision-making authority to the board of directors, shareholders' meeting, and the general manager's office [1][5][6]. - The previous system allowed the chairman to make decisions on investments below 10% of the company's audited net assets, while the new system emphasizes collective decision-making without individual authorization for the chairman [5][6]. - The new system establishes clear thresholds for investment activities, requiring different levels of approval based on the scale and impact of the transactions [6].

证券代码：302132 证券简称：中航成飞 公告编号：2025－066 中航成飞股份有限公司 2025 年第三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内容的真实、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、本次股东大会以现场投票和网络投票相结合的方式召开； 2、本次股东大会召开期间无增加、变更议案的情况； 3、本次股东大会审议的议案十《关于修订<投资管理制度>的议案》因部分 参会股东投票弃权而未获通过。 一、会议召开和出席情况 2025年8月28日，中航成飞股份有限公司（以下简称"公司"）董事会以公告 形式通知召开2025年第三次临时股东大会。本次股东大会采取现场投票和网络投 票相结合的方式召开，并通过深圳证券交易所交易系统和互联网投票系统提供网 络投票平台。现场会议于2025年9月12日下午14:00在四川省成都市青羊区黄田坝 经一路39号成飞宾馆召开。本次股东大会由公司董事会召集、董事长隋少春先生 主持，公司部分董事、监事、高级管理人员及见证律师等出席、列席了会议。本 次股东大会的召集、召开、表决程序符合法律法规、规范性文件和《中航成飞股 份有限公司章程》（以下简 ...

北京市嘉源律师事务所 关于中航成飞股份有限公司 2025 年第三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 ES REUT F S Pr IA YUAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 X/AN 致:中航成飞股份有限公司 北京市嘉源律师事务所 关于中航成飞股份有限公司 2025年第三次临时股东大会的法律意见书 嘉源(2025) -04-663 号 北京市嘉源律师事务所(以下简称"本所")接受中航成飞股份有限公司(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 航成飞股份有限公司章程》(以下简称"《公司章程》")的有关规定,指派本 所律师对公司 2025 年第三次临时股东大会(以下简称"本次股东大会")进行 见证,并依法出具本法律意见书。 为出具本法律意见书, ...

Group 1 - The number of shareholders for the company as of September 10 is 71,971, a decrease of 7,209 from the previous period (August 31), representing a decline of 9.10% [2] - The closing price of the company's stock is 82.81 yuan, an increase of 2.75%, but the stock has cumulatively decreased by 18.77% since the concentration of shares began, with 4 days of increase and 5 days of decrease during this period [2] - The company's semi-annual report indicates that it achieved operating revenue of 20.702 billion yuan in the first half of the year, a year-on-year decrease of 38.99%, and a net profit of 913 million yuan, down 68.33% year-on-year, with basic earnings per share of 0.3416 yuan and a weighted average return on equity of 4.72% [2]

Market Overview - The military electronics sector experienced a decline of 3.42% on September 4, with Huafeng Technology leading the drop [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Stock Performance - Notable gainers in the military electronics sector included: - Yuanbo Electronics (688375) with a closing price of 66.57, up 1.45% [1] - Shenglu Communication (002446) with a closing price of 8.50, up 1.07% [1] - Significant decliners included: - Huafeng Technology (688629) with a closing price of 78.00, down 9.36% [2] - Zhonghang Chengfei (302132) with a closing price of 83.00, down 8.78% [2] Trading Volume and Capital Flow - The military electronics sector saw a net outflow of 2.969 billion yuan from institutional investors, while retail investors contributed a net inflow of 2.419 billion yuan [2][3] - The trading volume for Huafeng Technology reached 288,700 shares, with a transaction value of 2.315 billion yuan [2] Individual Stock Capital Flow - Shenglu Communication (002446) had a net inflow of 47.10 million yuan from institutional investors, while retail investors saw a net outflow of 44.18 million yuan [3] - Other stocks like Xingtu Xinke (688081) and Fuyijie (688272) also showed varied capital flows, indicating mixed investor sentiment [3]