北京 BEI JING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 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 # Unie > Pr IA YUAN LAW OFFICES 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年第二次临时股东大会的法律意见书 嘉源(2025) -04-318 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书。 为出具本法律意见书, ...

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、否决议案的情况。 一、 会议召开和出席情况 2025年4月29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年第二次临时股东大会。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5月16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》（以下简称"《公司章程》"）的规定。本次股东大会网络投票时 间为： （1）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5月16日 9:15-9:25，9:30-11:30和13:00-15:00； （2）通过深圳证券交易所互联网投票系统进行投票的时间为：2025年5月16 日9:15-15:00期间的任意时间。 证券代码：302 ...

Group 1: Financing and Incentives - The company is closely monitoring capital market dynamics and plans to strategize refinancing and equity incentive plans to support high-quality development [2] - A long-term incentive mechanism will be established, utilizing stock incentives and employee stock ownership plans to align the interests of management and employees with the company's long-term goals [2] Group 2: Profitability and Cost Management - The company has maintained stable operating performance and aims to improve profit margins through quality enhancement and cost reduction initiatives [2] - Key strategies include lowering management and operational costs, enhancing source and process control, and establishing a cost control indicator system for major business segments [3] Group 3: Military Trade and Growth Potential - The company has over 40 years of experience in military trade, with significant achievements and multiple flagship products exported to various countries [3] - Military trade remains a crucial area for the company's growth, with plans to expand efforts in response to international environmental changes [3] Group 4: Shareholder Returns and Governance - The company prioritizes shareholder returns, committing to distribute at least 30% of the annual net profit attributable to the parent company as cash dividends, exceeding regulatory requirements [3] - Future focus will be on balancing performance growth with shareholder returns, ensuring a long-term, stable, and sustainable return mechanism [3]

Investment Rating - Buy (Maintain Rating) [1] Core Viewpoints - The recent military conflict between India and Pakistan has highlighted the effectiveness of Chinese military equipment, particularly in the context of military exports [2][5] - The global arms trade is expected to enter a new cycle of prosperity due to increased demand driven by geopolitical tensions, with China's military exports likely to gain market share [3][4][26] Summary by Sections 1. Overview of the India-Pakistan Conflict - The conflict began with a terrorist attack in India, leading to India's "Operation Zhusha" and Pakistan's counteraction, showcasing the effectiveness of Chinese military equipment used by Pakistan [13][20] 2. Impact on the Military Industry - Global demand for military equipment is increasing, with military spending projected to reach $2.72 trillion in 2024, a 9.4% increase [23][26] - The arms trade saw a significant increase of 29% in 2022, with a projected export value of $28.938 billion TIV in 2024 [3][26] 3. China's Military Export Potential - China's military exports have surged from $1.358 billion TIV in 2021 to $2.982 billion TIV in 2023, with 45% of exports going to Pakistan [4][33] - The report emphasizes the transition of Chinese military equipment into a "DEEPSEEK" era, indicating advancements in technology and capabilities [42] 4. Investment Recommendations - The report suggests focusing on seven key areas for military trade-related investments: aviation equipment, missile systems, radar systems, drones, low-cost munitions, ground equipment, and communication data links [5][67]

Market Performance - On May 12, major market indices opened high and closed higher, with the Shanghai Composite Index rising by 0.82% and the ChiNext Index increasing by 2.63% [1] - The total trading volume in A-shares reached 1.34 trillion yuan, an increase of 118.5 billion yuan compared to the previous trading day [1] - Over 4,100 stocks closed higher, with 90 stocks hitting the daily limit up [1] Industry Highlights - The defense and military industry led the gains, closing up by 4.8%, with stocks like AVIC Chengfei, Morningstar Aviation, and Aerospace South Lake hitting the daily limit up [1] - Other sectors such as power equipment, machinery, and non-bank financials also saw increases of over 2% [1] - The China Shipbuilding Industry concept surged by 6.55%, with Kunshan Intelligent hitting the daily limit up, and China Shipbuilding and China Heavy Industry both experiencing significant gains [1] Historical Highs - A total of 24 stocks reached historical closing highs, excluding newly listed stocks from the past year [2] - The mechanical equipment, automotive, and defense industries had a concentration of stocks reaching historical highs, with 6, 5, and 3 stocks respectively [2] - The average increase for stocks that reached historical highs was 8.88%, with notable gainers including Seven Star Precision, AVIC Chengfei, and Aerospace South Lake [2] Institutional Activity - On May 12, seven stocks saw net purchases by institutions exceeding 10 million yuan, with Zhongjian Technology and Xiangyang Bearing each receiving over 100 million yuan [4] - Among the stocks with net selling by institutions, Southern Precision was the highest at 113 million yuan, followed by Newland and Xinlitai with net sells of 56.41 million yuan and 28.49 million yuan respectively [4] Northbound Capital Flow - Northbound capital saw significant net purchases in stocks such as Morningstar Aviation and Xinlitai, with net purchases exceeding 20 million yuan [6] - Aerospace South Lake was the top net sell among northbound funds, with a net sell of 29.92 million yuan [6]

两市全天特大单净流出208.18亿元，其中12股特大单净流入超2亿元，航天电子特大单净流入5.94亿元， 特大单净流入资金居首。 沪指今日收盘上涨0.17%。资金面上看，沪深两市全天特大单净流出208.18亿元，共计1795股特大单净 流入，2746股特大单净流出。 从申万一级行业来看，今日有10个行业特大单资金净流入，交通运输特大单净流入规模居首，净流入资 金6.60亿元，该行业指数今日上涨0.72%，其次是银行，今日上涨1.52%，净流入资金为6.12亿元，净流 入资金居前的还有美容护理、基础化工等行业。 特大单资金净流出的行业共有21个，净流出资金最多的是国防军工，特大单净流出资金63.76亿元，其 次是电子，特大单净流出资金38.23亿元，净流出资金居前的还有计算机、机械设备等行业。 具体到个股来看，12股特大单净流入超2亿元，航天电子特大单净流入5.94亿元，净流入资金规模居 首；通威股份特大单净流入资金5.72亿元，位列第二；净流入资金居前的还有青岛金王、酷特智能、工 商银行等。特大单净流出股中，中航成飞特大单净流出资金16.97亿元，净流出资金最多；东方财富、 拓斯达特大单净流出资金分别为8.9 ...

Investment Rating - The industry investment rating is "Positive" [4] Core Viewpoints - The India-Pakistan conflict has highlighted the performance of domestic weapons, aiding the expansion of the global military trade market. Pakistan's military success in this conflict, particularly with Chinese exports like the J-10C fighter jet, has increased the recognition of Chinese military equipment in international markets [1][6]. - Geopolitical tensions are driving the military trade market expansion. The increasing security demands of various countries, coupled with China's competitive military products, are expected to fill the gaps left by declining military exports from other nations. This trend positions the military trade market as a new growth driver for China's military industry [2][7]. - The capital market has reacted positively, with the defense and military sector index rising by 4.64% from May 7 to May 12, 2025, indicating heightened investor interest and optimism in the military sector due to the recent conflict [2][8]. Summary by Sections Section 1: Performance of Domestic Weapons - The India-Pakistan conflict in May 2025 saw Pakistan claim the downing of multiple Indian aircraft, including the French-made Rafale. This conflict provided a platform for Chinese military exports, particularly the J-10C fighter jet, which played a significant role in Pakistan's military achievements [1][5][6]. Section 2: Geopolitical Factors Driving Market Expansion - The report emphasizes that the trend of de-globalization and increased geopolitical uncertainty is enhancing the global military trade logic. China's military products, known for their cost-effectiveness and technological advancement, are expected to meet the rising demand in the military trade market as other countries face export declines [2][7]. Section 3: Key Investment Targets - The report identifies three key companies for investment: 1. **AVIC Chengfei**: Focuses on aviation equipment, including fighter jets like the J-10 and J-20, which have gained international recognition [10]. 2. **AVIC Shenyang**: Engaged in manufacturing military aircraft, with products like the J-11 and J-16, benefiting from the growing international military trade market [11]. 3. **Guokai Military Industry**: Specializes in missile and ammunition production, with products that have proven effective in recent conflicts, indicating strong future growth potential [12].

证券代码：302132 证券简称：中航成飞 公告编号：2025－052 活动地址："全景路演" 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。 网址：http://rs.p5w.net 特此公告。 中航成飞股份有限公司董事会 为促进上市公司规范运作、健康发展，增强上市公司信息透明度，加强与广 大投资者沟通交流，进一步提升投资者关系管理水平，陕西上市公司协会在陕西 证监局指导下，联合深圳市全景网络有限公司举办"2025 年陕西辖区上市公司投 资者集体接待日暨 2024 年度业绩说明会"。 中航成飞股份有限公司 届时，公司相关高级管理人员将通过互动平台与投资者进行网络沟通和交流， 欢迎广大投资者踊跃参加！ 关于参加"2025年陕西辖区上市公司投资者集体接待日 活动时间：2025 年 5 月 20 日 15:00-17:00 暨2024年度业绩说明会"的公告 2025 年 5 月 13 日 ...

Core Viewpoint - The military industry sector in A-shares has seen a significant increase in attention and investment, with a notable rise in stock prices driven by market sentiment and geopolitical factors, despite underlying performance challenges in the first quarter of 2024 [1][2][4]. Group 1: Market Performance - The military ETF recorded a cumulative increase of 4.91% last week, with a further rise of 4.68% on May 12, 2024, indicating strong market interest [1]. - The defense and military index has seen a cumulative increase of 13.42% since May, ranking among the top three sectors in terms of growth [4]. - Key stocks such as AVIC Chengfei (中航成飞) and Morningstar Aviation (晨曦航空) experienced significant price surges, with some stocks hitting the daily limit up [1][4]. Group 2: Financial Performance - In Q1 2024, the military sector's total revenue was 1,067.53 billion yuan, a decrease of 3.15% year-on-year, while net profit fell by 4.40% to 56.14 billion yuan [4][5]. - The overall profitability of the military sector remains at a low point compared to previous cycles, with many companies experiencing a decline in net profit despite some revenue recovery [2][4]. - Among 40 leading companies, the average revenue growth rate in Q1 was 15.14%, a recovery from the previous year's decline [5]. Group 3: Future Outlook - Companies in the military sector have set optimistic revenue targets for 2025, with expected growth rates for key players such as AVIC Xi'an (中航西飞) and AVIC High-Tech (中航高科) ranging from 2% to 14% [8]. - The contract liabilities of major manufacturers have increased, indicating a potential for revenue realization in the coming quarters [8]. - Despite a reduction in public fund allocations to the military sector over the past ten quarters, there is a belief that the sector's fundamentals will improve, leading to a potential recovery in valuations [9][10].

Market Overview - The three major A-share indices showed mixed performance in the morning session, with the Shanghai Composite Index up by 0.08%, while the Shenzhen Component Index and the ChiNext Index fell by 0.24% and 0.23% respectively. The North Star 50 Index decreased by 0.37% [1] - The total market turnover reached 907.2 billion yuan, an increase of 43.4 billion yuan compared to the previous day, with over 3,400 stocks declining [1] Sector Performance - In terms of sector performance, the photovoltaic, port shipping, apparel and home textiles, innovative pharmaceuticals, banking, and chemical sectors saw the largest gains. Conversely, the military industry, low-altitude economy, rare earth permanent magnets, and intelligent transportation sectors experienced the most significant declines [2] - Photovoltaic stocks surged in the morning, with Tongwei Co., Ltd. (600438), Oujing Technology (001269), and Xiexin Integrated (002506) hitting the daily limit. Daqo New Energy, Dongfang Risheng (300118), and Haiyou New Materials also showed strong gains [2] - The banking sector experienced fluctuations but ultimately rose, with Shanghai Bank (601229), Pudong Development Bank, Jiangsu Bank (600919), and Chengdu Bank (601838) reaching historical highs during the session [2] Notable Stocks - The stock of Wanxiang Qianchao (591) increased by 4.42%, benefiting from the BYD concept in the new energy vehicle sector [7] - Li Jun Co., Ltd. (422) saw a 9.97% increase, marking its fifth consecutive day of gains, linked to the military and aerospace sectors [7] - Hongqiang Co., Ltd. (391) experienced a 10.03% rise, attributed to its involvement in prefabricated construction and the Xiong'an New Area [9] News Impact - Nomura upgraded its rating on Chinese stocks from neutral to tactical overweight, indicating a more favorable outlook for the market [29] - The offshore RMB appreciated nearly 200 basis points against the US dollar, surpassing the 7.18 mark, which may influence market sentiment [30] - The photovoltaic silicon material sector saw significant gains, with Daqo New Energy rising nearly 18% and Tongwei Co. hitting the daily limit. There are rumors of major manufacturers planning to acquire remaining silicon material capacity and proposing production cuts to stabilize prices [33]